HomeMy WebLinkAboutCSE-20-66 Fresno Verde Public Inc. RedactedApplication Type
Social Equity Criteria
Applicant (Entity) Information
Social Equity Cannabis Business
Permit Application
CSE-20-66
Submitted On: Nov 13, 2020
Applicant
Mushana Kelly
In order to qualify as a social equity applicant, applicants must
satisfy at least one of the following criteria:
1. Low income household and either:
a. A past conviction for a cannabis crime, or
b. Immediate family member with a past conviction for a
cannabis crime.
2. Low income household in a zip code identified as at least
60% according to the CalEnviroScreen for five (5) consecutive
year period and either:
a. A past conviction for a cannabis crime, or
b. Immediate family member with a past conviction for a
cannabis crime.
3. Low income household and either:
a. Five (5) years cumulative residency in a zip code identified as
at least 70% according to the CalEnviroScreen, or
b. Ten (10) years cumulative residency in a zip code identified
by CalEnviroScreen.
4. Business with no less than fifty-one percent (51%) ownership
by individuals who meet Criteria 1 and 2 above.
5. Cannabis social enterprise with no less than fifty-one percent
(51%) ownership by individuals who meet Criteria 1 and 2
above.
6. An individual with a membership interest in a cannabis
business formed as a cooperative.
Do you meet the above criteria, and want to apply as a Social
Equity Applicant?
Yes
Please state your annual income:Do you have a past cannabis conviction?
No
Do you claim eligibility based on a family member past
cannabis conviction?
No
Do you represent a cannabis social enterprise?
Yes
Do you have a membership interest in a cannabis cooperative?
Yes
Application Type
Proposed Location
Supporting Information
Applicant (Entity) Name:
Fresno Verde public, Inc.
DBA:
Public Cannabis
Physical Address:
1220 E. Olive
City:
Fresno
State:
Ca
Zip Code:
93728
Primary Contact Same as Above?
Yes
Primary Contact Name:
Mushana Kelly
Primary Contact Title:
Partner
Primary Contact Phone:
Primary Contact Email:HAS ANY INDIVIDUAL IN THIS APPLICATION APPLIED FOR
ANY OTHER CANNABIS PERMIT IN THE CITY OF FRESNO?:
No
Select one or more of the following categories. For each
category, indicate whether you are applying for Adult-Use (“A”)
or/and Medicinal (“M”) or both
Both
Please make one selection for permit type. If making multiple
applications, please submit a new application for each permit
type.
Permit Type
Distribution
Business Formation Documentation:
Limited Partnership
Property Owner Name:
--
Proposed Location Address:
--
City:
--
State:
--
Zip Code:
--
Property Owner Phone:
--
Property Owner Email:
--
Assessor's Parcel Number (APN):
--
Proposed Location Square Footage:
--
List all fictitious business names the applicant is operating under including the address where each business is located:
--
Actions of Incorporator Page 1 of 1
APPOINTMENT OF INITIAL DIRECTORS
AND RESIGNATION OF INCORPORATOR OF
FRESNO VERDE PUBLIC, INC.
a California corporation
Dated: November 19, 2020
Pursuant to the laws of the State of California, the undersigned incorporator of Fresno Verde Public, Inc.,
a California corporation (“Corporation”) does hereby appoint the following persons as the initial
directors of this Corporation, effective immediately:
Director: Chris Henry
Director: Jeffrey Henry
Director: Alejandro Calleres
Having so appointed the initial directors of the Corporation, the undersigned hereby resigns as incorporator
of the Corporation, effective immediately.
__________________________
Linda Duong, Incorporator
Actions by Unanimous Written Consent Page 1 of 6
ACTIONS TAKEN IN LIEU OF
ORGANIZATIONAL MEETING BY
THE UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF
FRESNO VERDE PUBLIC, INC.
a California corporation
Dated: November 19, 2020
Pursuant to the laws of the State of California, the undersigned, being the members of the Board of Directors
of Fresno Verde Public, Inc, a California corporation (“Corporation”) hereby consent to the appointment
as directors, accept the resignation of the incorporator and adopt and approve the following resolutions to
complete the organization of this Corporation by unanimous written consent without a meeting.
These actions are taken in lieu of the organizational meeting of the Board of Directors of the Corporation.
The undersigned, comprising and constituting the Directors of the Corporation, do hereby consent to taking
the following actions without a meeting, in accordance with the laws of the State of California. The
undersigned, comprising and constituting the Directors of the Corporation, do hereby waive notice of the
time, place, and purpose of this meeting, in accordance with the laws of the State of California.
RATIFICATION OF ACTIONS OF INCORPORATOR
WHEREAS, on August 11, 2020, Linda Duong, the incorporator of the Corporation (the “Incorporator”),
formed the Corporation, by filing original Articles of Incorporation (the “Articles”) to the California
Secretary of State, a true and correct copy of the Articles is attached hereto as attached hereto as Exhibit
A;
WHEREAS, contemporaneous herewith the Incorporator appointed the undersigned as the initial directors
of the Corporation and has resigned as Incorporator.
RESOLVED, that all actions taken by the Incorporator pursuant to laws of the State of California be and
hereby are, ratified and approved.
RESOLVED, that the filing of the Articles, the listing of an initial agent for service of process, and similar
actions necessary for the formation of the Corporation, taken on behalf of this Corporation by the
Incorporator and any duly appointed agent(s) be, and they hereby are, ratified and affirmed.
RESOLVED FURTHER, that the Secretary of this Corporation be and hereby is authorized and directed
to insert the Articles into the Minute Book, and to see that a copy of the Articles is kept at the principal
office for the transaction of business of this corporation.
MINUTE BOOK
WHEREAS, the Directors of the Corporation considered whether to adopt a minute book of the
Corporation.
RESOLVED, that the Corporation shall maintain as parts of its corporate records a minute book, which
shall include, without limitation, a record of its Articles of Incorporation and amendments thereto, its
Bylaws and amendments thereto, minutes of all meetings of shareholders, Directors and Board committees
and all written consents of the shareholders, Directors and Board committees (the “Minute Book”).
Actions by Unanimous Written Consent Page 2 of 6
ADOPTION OF BYLAWS
WHEREAS, the Bylaws have been presented to the Directors of the Corporation, and confirmed as to form
and content, and that it is deemed advisable that the Bylaws be adopted in their current form.
RESOLVED, that the Bylaws of this Corporation in the form attached hereto as Exhibit B are adopted as
the Bylaws of this Corporation.
RESOLVED FURTHER, that the Secretary of this Corporation be and hereby is authorized and directed to
execute a copy of the Bylaws and insert said executed Bylaws into the Minute Book, and to see that a copy
of said Bylaws is kept at the principal office for the transaction of business of this corporation.
ELECTION OF OFFICERS
WHEREAS, the Directors of the Corporation considered whether to elect officers of the Corporation.
RESOLVED, that the following persons are elected, to serve at the pleasure of the Board of Directors, to
the offices set forth opposite his name:
Name Office
Alejandro Calleres Chief Executive Officer
Jeffrey Henry Chief Financial Officer
Chris Henry Chief Operating Officer; Secretary
The foregoing persons accepted appointment as officers of the Corporation.
EMPLOYER IDENTIFICATION NUMBER
WHEREAS, the Directors of the Corporation considered whether to obtain an Employer Identification
Number (“EIN”) from the Internal Revenue Service (“IRS”).
RESOLVED, that it is determined to be in the best interest of the Corporation to obtain an EIN from the
IRS.
RESOLVED FURTHER, that the Officers of this Corporation be and hereby are authorized and directed to
obtain an EIN from the IRS and attach hereto as Exhibit C, the IRS’s confirmation of assignment of EIN.
INITIAL STATEMENT OF INFORMATION
WHEREAS, in accordance with the California Corporations Code, the Corporation is required to file an
initial Statement of Information with the California Secretary of State.
RESOLVED, that the initial Statement of Information attached hereto as Exhibit D is hereby approved,
adopted, and ratified by the Directors. The Corporation’s Officers are hereby directed to file the initial
Statement of Information with the California Secretary of State
RESOLVED FURTHER, that the Secretary of this Corporation be and hereby is authorized and directed
to insert the initial Statement of Information, into the Minute Book, and to see that a copy of the initial
Statement of Information is kept at the principal office for the transaction of business of this corporation.
Actions by Unanimous Written Consent Page 3 of 6
FORM OF SHARE CERTIFICATES
WHEREAS, the Secretary presented to the meeting a proposed form of certificate representing shares of
the Corporation’s Common Stock.
RESOLVED, that the proposed form of share certificate representing shares of the Corporation’s Common
Stock is approved and adopted for use by the Corporation, and the Secretary of the Corporation is instructed
to annex a specimen of such form of certificate to the Minutes of this meeting as Exhibit E.
ISSUANCE OF SHARES TO __ Mushana Kelly_____________
WHEREAS, this Corporation is authorized in its Articles to issue one million (1,000,000) shares of
Common Stock, no par value.
WHEREAS, it is determined to be in the best interest of the Corporation to offer for sale and to sell and
issue fifty one thousand (51,000) shares of the Corporation’s authorized Common Stock to
___Mushana Kelly____________, an individual.
WHEREAS, upon the Directors’ request, legal counsel for the Corporation has prepared a stock purchase
agreement between the Corporation and __Mushana Kelly________ whereby __Mushana
Kelly________ purchases fifty one thousand (51,000) shares of the Corporation’s authorized Common
Stock, a copy of which is attached hereto as Exhibit F-1 (“SPA 1”).
RESOLVED, that the Directors do hereby authorize and approve SPA 1 as to form and content.
RESOLVED FURTHER, that in accordance with the terms of SPA 1, the Corporation shall issue to
____Mushana Kelly______ fifty one thousand (51,000) shares of the Corporation’s authorized Common
Stock, to be properly recorded in Corporation’s stock ledger and represented by a certificate or certificates
properly legended as required by the laws of the State of California. A true and correct copy of said share
certificate is attached hereto as Exhibit F-2.
ISSUANCE OF SHARES TO ALEJANDRO CALLERES
WHEREAS, it is determined to be in the best interest of the Corporation to offer for sale and to sell and
issue thirty four thousand (34,000) shares of the Corporation’s authorized Common Stock to Alejandro
Calleres, an individual.
WHEREAS, upon the Directors’ request, legal counsel for the Corporation has prepared a stock purchase
agreement between the Corporation and Alejandro Calleres whereby Alejandro Calleres purchases thirty
four thousand (34,000) shares of the Corporation’s authorized Common Stock, a copy of which is attached
hereto as Exhibit G-1 (“SPA 2”).
RESOLVED, that the Directors do hereby authorize and approve SPA 2 as to form and content.
RESOLVED FURTHER, that in accordance with the terms of SPA 2, the Corporation shall issue to
Alejandro Calleres thirty four thousand (34,000) shares of the Corporation’s authorized Common Stock,
to be properly recorded in Corporation’s stock ledger and represented by a certificate or certificates properly
legended as required by the laws of the State of California. A true and correct copy of said share certificate
is attached hereto as Exhibit G-2.
Actions by Unanimous Written Consent Page 4 of 6
ISSUANCE OF SHARES TO CHRIS HENRY
WHEREAS, it is determined to be in the best interest of the Corporation to offer for sale and to sell and
issue seven thousand five hundred (7,500) shares of the Corporation’s authorized Common Stock to Chris
Henry, an individual.
WHEREAS, upon the Directors’ request, legal counsel for the Corporation has prepared a stock purchase
agreement between the Corporation and Chris Henry whereby Chris Henry purchases seven thousand five
hundred (7,500) shares of the Corporation’s authorized Common Stock, a copy of which is attached hereto
as Exhibit H-1 (“SPA 3”).
RESOLVED, that the Directors do hereby authorize and approve SPA 3 as to form and content.
RESOLVED FURTHER, that in accordance with the terms of SPA 3, the Corporation shall issue to Chris
Henry seven thousand five hundred (7,500) shares of the Corporation’s authorized Common Stock, to be
properly recorded in Corporation’s stock ledger and represented by a certificate or certificates properly
legended as required by the laws of the State of California. A true and correct copy of said share certificate
is attached hereto as Exhibit H-2.
ISSUANCE OF SHARES TO JEFFREY HENRY
WHEREAS, it is determined to be in the best interest of the Corporation to offer for sale and to sell and
issue seven thousand five hundred (7,500) shares of the Corporation’s authorized Common Stock to Jeffrey
Henry, an individual.
WHEREAS, upon the Directors’ request, legal counsel for the Corporation has prepared a stock purchase
agreement between the Corporation and Jeffrey Henry whereby Jeffrey Henry purchases seven thousand
five hundred (7,500) shares of the Corporation’s authorized Common Stock, a copy of which is attached
hereto as Exhibit I-1 (“SPA 4”).
RESOLVED, that the Directors do hereby authorize and approve SPA 4 as to form and content.
RESOLVED FURTHER, that in accordance with the terms of SPA 4, the Corporation shall issue to Jeffrey
Henry seven thousand five hundred (7,500) shares of the Corporation’s authorized Common Stock, to be
properly recorded in Corporation’s stock ledger and represented by a certificate or certificates properly
legended as required by the laws of the State of California. A true and correct copy of said share certificate
is attached hereto as Exhibit I-2.
STOCK LEDGER
RESOLVED, that the stock ledger attached hereto as Exhibit J represents the true and correct current
capitalization of Corporation as of the date hereof.
ADOPTION OF ACCOUNTING YEAR
WHEREAS, the adoption of an accounting year for the Corporation is advisable.
RESOLVED, that the fiscal year of the Corporation shall begin on the first day of January of each year and
conclude on December 31 of each year.
RESOLVED FURTHER, that the officers of this Corporation be, and hereby are, authorized and directed
Actions by Unanimous Written Consent Page 5 of 6
to execute all documents and to take such action as they may deem necessary or advisable in order to carry
out the purposes of these resolutions.
PRINCIPAL OFFICE LOCATION
WHEREAS, the designation of a principal office for the Corporation is required under the Bylaws.
RESOLVED, that 92 Corporate Park, Suite C #273, California 92606 is designated as the principal office
of this Corporation.
BANK ACCOUNT
WHEREAS, the Directors of the Corporation deem it advisable to open a bank account for the use of this
Corporation.
RESOLVED, that this Corporation may establish a bank account or bank accounts to provide for a
depository for the funds of the corporation.
ORGANIZATIONAL EXPENSES
WHEREAS, it is necessary to make provisions to pay all expenses and reimburse all persons for
expenditures made in connection with the organization of this Corporation.
NOW THEREFORE, BE IT RESOLVED, that the officers of this Corporation be and hereby are authorized
to pay all charges and expenses incident to or arising out of the organization of this Corporation and to
reimburse the persons who have made any disbursements therefore.
OMNIBUS RESOLUTION
RESOLVED, that each of the officers is authorized and empowered to take all such actions and to execute
and deliver all such documents as may be necessary or advisable to carry out the intent and accomplish the
purposes of the foregoing resolutions and to effect any transactions contemplated thereby and the
performance of any such actions and the execution and delivery of any such documents shall be conclusive
evidence of the approval of the Board thereof and all matters relating thereto.
There being no further business to come before the meeting, upon motion made and duly carried, the
meeting was adjourned.
[signature page follows]
Actions by Unanimous Written Consent Page 6 of 6
IN WITNESS WHEREOF, each of the Directors of this Corporation have executed this consent dated as of
the date first set forth above.
__________________________
Chris Henry, Director
__________________________
Jeffrey Henry, Director
__________________________
Alejandro Calleres, Director
EXHIBIT A
Articles of Incorporation
[insert on subsequent pages]
EXHIBIT B
Bylaws
[insert on subsequent pages]
Bylaws Page 1 of 17
BY-LAWS OF
Fresno Verde Public, Inc.
a California corporation
ARTICLE I
OFFICES
Section 1.01 Principal Offices. The Board of Directors (the “Board”) shall fix the location of
the principal executive office of the Corporation at any place within or outside the State of California. If
the principal executive office is located outside the State of California, and the Corporation has one or more
business offices in the State of California, the Board shall fix and designate a principal business office in
the State of California.
Section 1.02 Other Offices. The Board may at any time establish branch or subordinate offices
at any place or places where the Corporation is qualified to do business.
ARTICLE II.
SHAREHOLDERS
Section 2.01 Annual Meeting. The annual meeting of the shareholders for the election of
Directors to succeed those whose terms expire and for the transaction of any other business as may properly
come before the meeting shall be held on the first Monday of April. However, if this day falls on a legal
holiday, then the meeting shall be held on the next succeeding business day. If an annual meeting of the
shareholders is not held as prescribed in these bylaws, the election of Directors may be held at any meeting
subsequently called pursuant to these bylaws.
Section 2.02 Special Meetings. Special meetings of the shareholders may be called at any time
by the Board, the Chair of the Board (the “Chair”), the President or one (1) or more shareholders holding
shares in the aggregate entitled to cast not less than twenty percent (20%) of the votes at the meeting.
If a special meeting is called by any person or persons other than the Board, the request shall be in
writing, specifying the general nature of the business proposed to be transacted, and shall be delivered
personally or sent by United States mail or email to the Chair, the President and, any Vice President or the
Secretary of the Corporation. The request shall also specify the time of the meeting which shall not be less
than ten (10) nor more than sixty (60) days after receipt of the request. The Officer receiving the request
shall forthwith cause notice to be given to the shareholders entitled to vote hereunder that a meeting will be
held at the time specified. If the notice is not given within twenty (20) days after receipt of the request, the
person or persons requesting the meeting may give the notice. Nothing contained herein shall be construed
as limiting, fixing or affecting the time when a shareholders’ meeting called by action of the Board may be
held.
Section 2.03 Place of Meetings. All meetings of the shareholders shall be at any place within or
without the State of California as designated by the Board. In the absence of any such designation,
shareholders’ meetings shall be held at the principal executive office of the Corporation.
Section 2.04 Notice. All notices of shareholder meetings shall be sent or otherwise given in
accordance with these bylaws, not less than ten (10) nor more than sixty (60) days before the date of the
meeting. The notice shall specify the place, date and hour of the meeting and: (1) in the case of a special
meeting, the general nature of the business to be transacted; or (2) in the case of the annual meeting, those
matters which the Board, at the time of giving the notice, intends to present for action by the shareholders.
The notice of any meeting at which Directors are to be elected shall include the name of any nominee or
Bylaws Page 2 of 17
nominees whom, at the time of the notice, management intends to present for election.
If any of the foregoing enumerated actions are proposed to be taken at any meeting for approval of
the following actions under the General Corporation Law (Cal. Corp. Code, §§ 100 et seq., “Corporations
Code”), then the notice shall also state the general nature of that proposal:
(a) a contract or transaction in which a Director has a direct or indirect financial interest under
Corporations Code, § 310;
(b) an amendment of the Articles of Incorporation under Corporations Code, § 902;
(c) a reorganization of the Corporation under Corporations Code, § 1201;
(d) a voluntary dissolution of the Corporation under Corporations Code, § 1900; or
(e) a distribution in dissolution other than in accordance with the rights of outstanding
preferred shares under Corporations Code § 2007.
Section 2.05 Manner of Giving Notice; Affidavit of Notice. Notice of any shareholders’ meeting
shall be given either personally or by U.S. mail or email, addressed to the shareholder at the address of that
shareholder appearing on the books of the Corporation or given by the shareholder to the Corporation for
the purpose of notice. If no such address appears on the Corporation’s books or has been so given, notice
shall be deemed to have been given if sent to that shareholder by first class mail or telegraphic or other
written communication to the Corporation’s principal executive office, or if published at least once in a
newspaper of general circulation in the county where that office is located. Notice shall be deemed to have
been given at the time when delivered personally, deposited in the mail, delivered to a common carrier for
transmission to the recipient, actually transmitted by electronic means to the recipient by the person giving
the notice, or sent by other means of written communication.
If any notice addressed to a shareholder at the address of that shareholder appearing on the books
of the Corporation is returned to the Corporation by the United States Postal Service marked to indicate
that the United States Postal Service was unable to deliver the notice to the shareholder at that address, all
future notices or reports shall be deemed to have been duly given without further mailing if the notices shall
be available to the shareholder on written demand of the shareholder at the principal executive office of the
Corporation for a period of sixty (60) days from the date of the giving of the notice.
An affidavit of the mailing or other means of giving any notice of any shareholders’ meeting may
be executed by the person giving the notice and filed and maintained in the minute book of the Corporation.
Section 2.06 Quorum. The presence in person or by proxy of the holders of a majority of the
shares entitled to vote at any shareholders’ meeting constitutes a quorum for the transaction of business.
The shareholders present at a duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the departure from the meeting of enough shareholders to leave
less than a quorum, if any action taken, other than an adjournment, is approved by at least a majority of the
shares required to constitute a quorum.
Section 2.07 Adjourned Meeting; Notice. Any shareholders’ meeting, annual or special,
whether or not a quorum is present, may be adjourned from time-to-time by the vote of the majority of the
shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other
business may be transacted at that meeting, except as provided in Section 2.06.
Bylaws Page 3 of 17
When any shareholders’ meeting, either annual or special, is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time and place are announced at the meeting at
which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the
adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case
the Board shall set a new record date. Notice of any adjourned meeting, if required, shall be given to each
shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections
2.04 and 2.05. At any adjourned meeting the Corporation may transact any business that might have been
transacted at the original meeting.
Section 2.08 Voting. The shareholders entitled to vote at any meeting of shareholders shall be
determined in accordance with the provisions of Section 2.11, subject to the provisions of Corporations
Code, §§ 702 to 704, inclusive, (relating to voting shares held by a fiduciary, in the name of a corporation,
or in joint ownership), as amended. The shareholders’ vote may be by voice vote or by ballot; provided,
however, that any election for Directors must be by ballot if demanded by any shareholder before the voting
has begun.
Except as provided in the last paragraph of this Section 2.08, below, or as may be otherwise
provided in the Articles of Incorporation, each outstanding share, regardless of class, shall be entitled to
one (1) vote on each matter submitted to a vote of the shareholders. On any matter other than the election
of Directors, any shareholder may vote part of the shares owned by that shareholder in favor of the proposal
and refrain from voting the remaining shares or vote them against the proposal, but if the shareholder fails
to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively
presumed that the shareholder’s approving vote is with respect to all shares that the shareholder is entitled
to vote.
If a quorum is present (or if a quorum had been present earlier at the meeting but some shareholders
had withdrawn), the affirmative vote of a majority of the shares represented and voting, provided the shares
voting affirmatively also constitute a majority of the number of shares required for a quorum, shall be the
act of the shareholders, unless the vote of a greater number or voting by classes is required by California
Corporations Code or by the Corporation’s Articles of Incorporation.
At a shareholders’ meeting at which Directors are to be elected, no shareholder shall be entitled to
cast for any candidate a number of votes greater than the number of votes which the shareholder normally
is entitled to cast, or “cumulate votes,” unless the candidate’s name has been placed in nomination before
commencement of the voting and a shareholder has given notice before the commencement of the voting
of the shareholder’s intention to cumulate votes. If any shareholder has given that notice, then every
shareholder entitled to vote may cumulate votes for candidates in nomination and give one: (1) candidate a
number of votes equal to the number of Directors to be elected multiplied by the number of votes to which
that shareholder’s shares are normally entitled or distribute the shareholder’s votes on the same principle
among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest
number of votes, up to and including the number of Directors to be elected, shall be elected.
Section 2.09 Waiver of Notice or Consent by Absent Shareholders. The transactions of any
meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be
as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in
person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not
present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or
an approval of the minutes. The waiver of notice or consent need not specify either the business to be
transacted or the purpose of any annual or special shareholders’ meeting, except that if an action is taken
or proposed to be taken for approval of any of those matters specified in Section 2.04, the waiver of notice
or consent shall state the general nature of the proposal. All waivers, consents, or approvals shall be filed
Bylaws Page 4 of 17
with the corporate records or made a part of the minutes of the meeting.
Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except
when the person objects at the beginning of the meeting to the transaction of any business because the
meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any
right to object to the consideration of matters required by law to be included in the notice of the meeting,
but not so included, if that objection is expressly made at the meeting.
Section 2.10 Shareholder Action by Written Consent Without a Meeting. Any action which may
be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior
notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares
having not less than the minimum number of votes that would be necessary to authorize or take that action
at a meeting at which all shares entitled to vote on that action were present and voted.
Directors may be elected by written consent without a meeting only if the written consents of the
holders of a majority of the outstanding shares entitled to vote are obtained.
All written consents shall be filed with the Secretary and shall be maintained in the corporate
records. Any shareholder giving a written consent, or the shareholder’s proxy holder, transferee of the
shares or personal representative or their respective proxy holders, may revoke the consent by a writing
received by the Secretary before the written consents of the number of shares required to authorize the
proposed action have been filed with the Secretary.
If the consents of all shareholders entitled to vote have not been solicited in writing, and if the
unanimous written consent of all such shareholders shall not have been received, the Secretary shall give
prompt notice of the corporate action approved by the shareholders without a meeting. In the following
cases, notice of such approval shall be given at least ten (10) days before the consummation of any action
authorized by that approval:
(a) contracts or transactions in which a Director has a direct or indirect financial interest under
Corporations Code, § 310;
(b) indemnification of agents of the Corporation under Corporations Code, § 317;
(c) a reorganization of the Corporation under Corporations Code, § 1201; or
(d) a distribution in dissolution other than in accordance with the rights of outstanding
preferred shares, under Corporations Code, § 2007.
Section 2.11 Record Date for Shareholder Notice, Voting and Giving Consents. For purposes
of determining the shareholders entitled to notice of any meeting, or to vote or to give consent to corporate
action without a meeting, the Board may fix, in advance, a record date, which shall not be more than sixty
(60) days or less than ten (10) days before the date of any such meeting or more than sixty (60) days before
any such action without a meeting, and in this event only shareholders of record at the close of business on
the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding
any transfer of any shares on the books of the Corporation after the record date, except as otherwise
provided in the California Corporations Code.
If the Board does not fix a record date:
(a) The record date for determining shareholders entitled to notice of or to vote at a meeting
Bylaws Page 5 of 17
of shareholders shall be at the close of business on the business day next preceding the day on which notice
is given or, if notice is waived, at the close of business on the business day next preceding the day on which
the meeting is held.
(b) The record date for determining shareholders entitled to give consent to corporate action
in writing without a meeting shall be the day on which the first written consent is given.
(c) The record date for any other purpose shall be as provided in Article VII of these bylaws.
Section 2.12 Proxies. Every person entitled to vote for Directors or on any other matter shall
have the right to do so either in person or by one (1) or more agents authorized by a written proxy signed
by the person and filed with the Secretary. A proxy shall be deemed signed if the shareholder’s name is
placed on the proxy, whether by personal signature, typewriting, telegraphic transmission, or otherwise, by
the shareholder or the shareholder’s attorney-in-fact. A validly executed proxy that does not state that it is
irrevocable shall continue in full force and effect unless: (1) revoked by the person executing it, before the
vote pursuant to that proxy, by a writing delivered to the Corporation stating that the proxy is revoked, or
by attendance at the meeting and voting in person by the person who executed the proxy or by a subsequent
proxy executed by the same person and presented at the meeting; or (2) written notice of the death or
incapacity of the maker of that proxy is received by the Corporation before the vote pursuant to that proxy
is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from
the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its
face that it is irrevocable shall be governed by the provisions of Corp. Code, § 705(e) and (f).
Section 2.13 Inspectors of Election. Before any meeting of the shareholders, the Board may
appoint any persons other than nominees for office to act as inspectors of election at the meeting or its
adjournment. If no inspectors of election are so appointed, the chair of the meeting may, and on the request
of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number
of inspectors shall be either one (1) or three (3). If appointed at a meeting on the request of one or more
shareholders or proxies, the majority of shares shall determine whether one (1) or three (3) inspectors are to be
appointed. If any person appointed as an inspector fails to appear or fails or refuses to act, the chair of the
meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to
fill that vacancy.
These inspectors of election shall:
(a) determine the number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;
(b) receive votes, ballots, or consents;
(c) hear and determine all challenges and questions in any way arising in connection with the
right to vote;
(d) count and tabulate all votes or consents;
(e) determine when the polls shall close;
(f) determine the result; and
(g) do any other act that may be proper to conduct the election or vote with fairness to all
shareholders.
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Section 2.14 Conduct of Meetings. Subject to any limitations in the Articles of Incorporation or
these Bylaws and to any provision of the California Corporations Code, all annual and special meetings of
shareholders shall be conducted in accordance with those rules and procedures as the Board may determine
and, as to matters not governed by those rules and procedures, as the chair of the meeting shall determine,
including, without limitation, the establishment of rules and procedures for the maintenance of order, safety,
limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on
entry to the meeting after the time prescribed for its commencement, and the opening and closing of the
voting polls.
ARTICLE III.
BOARD OF DIRECTORS
Section 3.01 Powers. Subject to any limitations in the Articles of Incorporation or these Bylaws,
and to any provision of the California Corporations Code requiring shareholder authorization or approval
for a particular action, the business and affairs of the Corporation shall be managed and all corporate powers
shall be exercised by or under the direction of the Board. The Board may delegate the management of the
day-to-day operation of the business of the Corporation to a management company or other person,
provided that the business and affairs of the Corporation shall be managed and all corporate powers shall
be exercised under the ultimate direction of the Board.
Section 3.02 Number, Tenure and Qualifications. Pursuant to California Corporations Code
§212(a), the authorized number of Directors of the Board shall be three (3), until changed, within the limits
specified herein, by an amendment to this Section of the Bylaws, duly adopted by either the Board or duly
adopted by either the Board or by the Shareholders. Notwithstanding the foregoing, in the event that there
is one (1) shareholder of Company, the authorized number of Directors of the Board of Company shall be
one (1) director. In the event that there are two (2) shareholders or three (3) shareholders of Company, the
authorized number of Directors of the Board of Company shall be three (3) directors. The indefinite number
of Directors may be changed, or a definite number fixed without provision for an indefinite number, by a
duly adopted amendment to the Articles of Incorporation or by an amendment to this Section of the Bylaws
duly adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to
vote; provided, however, that an amendment reducing the number of Directors to a number less than three
(3) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the
case of action by written consent, are equal to more than 16⅔% of the outstanding shares entitled to vote.
Directors shall be elected at each annual meeting of shareholders to hold office until the next annual
meeting. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration
of the term for which elected and until a successor has been elected and qualified. If an annual meeting is
not held, or the Directors are not elected at that annual meeting, the Directors may be elected at any special
meeting of the shareholders held for that purpose. Directors can be but are not required to be shareholders.
Section 3.03 Regular Meetings. A regular annual meeting of the Board shall be held
immediately after, and at the same place as, the annual meeting of shareholders for the purpose of electing
Officers and transacting any other business. The Board may provide for other regular meetings from time
to time by resolution. Annual and other regular meetings may be held without call or notice.
Section 3.04 Special Meetings. Special meetings of the Board for any purpose or purposes may
be called at any time by the designation of persons authorized to call special meetings. Notice of the time
and place of special meetings shall be delivered by United States mail or email, addressed to each Director
at that Director’s address as it is shown on the records of the Corporation. In case the notice is mailed, it
shall be deposited in the United States mail at least four (4) days before the time of meeting. In case the
notice is delivered by email it shall be delivered by email at least forty-eight (48) hours before the time of
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the meeting. Any oral notice given personally or by telephone may be communicated either to the Director
or to a person at the office of the Director whom the person giving the notice has reason to believe will
promptly communicate it to the Director. The notice need not specify the purpose of the meeting, nor need
it specify the place if the meeting is to be held at the principal executive office of the Corporation.
Section 3.05 Place of Meetings. Meetings of the Board may be held at any place within or
without the State of California that has been designated in the notice. If a place has not been stated in the
notice or there is no notice, meetings shall be held at the principal executive office of the Corporation unless
another place has been designated by a resolution duly adopted by the Board.
Section 3.06 Participation by Electronic Means. Members of the Board may participate in a
meeting through use of conference telephone, electronic video screen communication, or other
communications equipment. Participation in a meeting through use of conference telephone constitutes
presence in person at that meeting pursuant to this section as long as all members participating in the
meeting are able to hear one another. Participation in a meeting through the use of communications
equipment other than conference telephone constitutes presence in person at that meeting pursuant to this
section as long as each member participating in the meeting can communicate with all other participants
concurrently; each member may participate in all matters before the board, including proposing or objecting
to a specific action to be taken by the Corporation; and the Corporation verifies prior to the meeting that
persons participating in the meeting are entitled to participate, and that any action or vote taken at the
meeting is taken only by the Directors.
Section 3.07 Quorum. A majority of authorized Directors shall constitute a quorum for the
transaction of business. In the absence of a quorum a majority of the Directors present may adjourn any
meeting to another time and place. If a meeting is adjourned for more than twenty-four (24) hours, notice
of any adjournment to another time or place shall be given, as set forth in Bylaws, prior to the time of the
adjourned meeting to the Directors who were not present at the time of adjournment.
Section 3.08 Action at Meeting. Every act or decision done or made by a majority of the
Directors present at a meeting duly held at which a quorum is present is the act of the Board, subject to the
provisions of Corp. Code, § 310 (as to approval of contracts or transactions in which a Director has a direct
or indirect material financial interest), Corp. Code, § 311 (as to appointment of committees), and Corp.
Code, § 317(e) (as to indemnification of Directors). A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved
by at least a majority of the required quorum for that meeting.
Section 3.09 Waiver of Notice. The transactions of any meeting of the Board, however called
and noticed or wherever held, shall be as valid as though at a meeting duly held after regular call and notice
if a quorum is present and if, either before or after the meeting, each of the Directors not present signs a
written waiver of notice, a consent to holding the meeting, or an approval of the minutes of that meeting.
All such waivers, consents and approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Notice of any meeting of the Board need not be given to any Director who attends
the meeting without protesting prior to the meeting or at its commencement the lack of notice to him or her.
A waiver of notice need not specify the purpose of any regular or special meeting of the Board of Directors.
Section 3.10 Action Without Meeting. Any action required or permitted to be taken by the
Board may be taken without a meeting, if all members of the Board individually or collectively consent in
writing to that action. The written consent or consents shall be filed with the minutes of the proceedings of
the Board. The action by written consent shall have the same force and effect as a unanimous vote of such
Directors.
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Section 3.11 Removal. The Board may declare vacant the office of a Director who has been
declared of unsound mind by an order of court or who has been convicted of a felony, as defined in Pen.
Code, § 17.
The entire Board or any individual Director may be removed from office without cause by a vote
of those shareholders holding a majority of the outstanding shares entitled to vote at an election of the
Director or Directors concerned; provided, however, that unless the entire Board is removed, no individual
Director may be removed when the votes cast against removal, or not consenting in writing to that removal,
would be sufficient to elect such Director if voted cumulatively at an election at which the same total
number of votes cast were cast (or, if that action is taken by written consent, all shares entitled to vote were
voted) and the entire number of Directors authorized at the time of the Director’s most recent election were
then being elected.
If the office of a Director is so declared vacant or if the Board or any one or more Directors be so
removed, new Directors may be elected at the same meeting.
Section 3.12 Resignations. Any Director may resign effective on giving written notice to the
Chair of the Board, unless the notice specifies a later time for the effectiveness of the resignation. If the
resignation is effective at a future time, a successor may be elected to take office when the resignation
becomes effective.
Section 3.13 Vacancies. Except for a vacancy created by the removal of a Director, all vacancies
on the Board, whether caused by resignation, death, or otherwise, may be filled by a majority of the
remaining Directors, even though less than a quorum, or by a sole remaining Director, and each Director
so elected shall hold office until the expiration of the term for which elected until a successor is elected and
qualified. Vacancies created by the removal of a Director may be filled only by approval of a majority of
the shareholders entitled to vote at an election of Directors. The shareholders may elect a Director at any
time to fill any vacancy not filled by the Directors. Any such election by written consent requires the consent
of a majority of the outstanding shares entitled to vote.
A vacancy or vacancies on the Board shall be deemed to exist:
(a) in the event of the death, resignation or removal of any Director;
(b) if the Board by resolution declares vacant the office of a Director who has been declared
of unsound mind by an order of court or convicted of a felony;
(c) if the authorized number of Directors is increased; or
(d) if the shareholders fail, at any meeting of shareholders at which any Director or Directors
are elected, to elect the number of Directors to be elected at that meeting.
Section 3.14 Compensation. Directors and members of committees may receive compensation
for their services, and reimbursement for expenses as may be fixed or determined by a resolution of the
Board. This Section shall not be construed to preclude any Director from serving the Corporation in any
other capacity as an Officer, agent, employee, or otherwise, and receiving compensation for those services.
Section 3.15 Committees. The Board may, by resolution adopted by a majority of the authorized
number of Directors, designate one or more committees, each consisting of two (2) or more Directors, to
serve at the pleasure of the Board. The appointment of members of a committee requires the vote of the
authorized number of Directors. Any committee, to the extent provided in a resolution of the Board, shall
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have all the authority of the Board in the management of the business and affairs of the Corporation, except
with respect to:
(a) the approval of any action requiring shareholders’ approval or approval of the outstanding
shares;
(b) the filling of vacancies on the Board or any committee;
(c) the fixing of compensation of Directors for serving on the Board or a committee;
(d) the adoption, amendment or repeal of a Bylaw or Bylaws;
(e) the amendment or repeal of any resolution of the Board which by its express terms is not
so amendable or repealable;
(f) a distribution to shareholders, except at a rate or in a periodic amount or within a price
range determined by the Board; and
(g) the appointment of other committees of the Board or the members of the committee.
Section 3.16 Meetings and Action of Committees. Meetings and action of committees shall be
governed by and held and taken in accordance with the provisions of these Bylaws dealing with meetings
of Directors, with those changes in the context of those Bylaws as are necessary to substitute the committee
and its members for the Board and its members, except that the time of regular meetings of committees
may be determined either by resolution of the Board or by resolution of the committee; special meetings of
committees may also be called by resolution of the Board; and notice of special meetings of committees
shall also be given to all alternate members, who shall have the right to attend all meetings of the committee.
The Board may adopt rules for the government of any committee not inconsistent with the provisions of
these Bylaws.
ARTICLE IV.
OFFICERS
Section 4.01 Number and Term. The Officers of the Corporation shall be a Chair of the Board
of Directors (“Chair”) or a President, or both, one or more Vice Presidents, a Secretary and a Chief
Financial Officer, all of whom shall be chosen by the Board. In addition, the Board may appoint such other
Officers as may be deemed expedient for the proper conduct of the business of the Corporation, each of
whom shall have the authority and perform the duties as the Board may from time to time determine. The
Officers to be appointed by the Board shall be chosen annually at the regular meeting of the Board held
after the annual shareholders’ meeting and shall serve at the pleasure of the Board, subject to the rights, if
any, of an Officer under any employment contract. If Officers are not chosen at that meeting of the Board,
they shall be chosen as soon after the meeting as shall be convenient. Each Officer shall hold office until
that Officer’s successor shall have been duly chosen or until that Officer’s removal or resignation.
Section 4.02 Inability to Act. In the case of the absence or the inability to act of any Officer of
the Corporation and of any person authorized by these Bylaws to act in the Officer’s place, the Board may
from time to time delegate the powers or duties of that Officer to any other Officer, or any Director or other
person whom it may select.
Section 4.03 Removal and Resignation. Subject to the rights, if any, of an Officer under any
contract of employment, any Officer chosen by the Board may be removed at any time, with or without
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cause, by the Board or, except in the case of an Officer chosen by the Board, by any Officer on whom that
power of removal may be conferred by the Board.
Any Officer chosen by the Board may resign at any time by giving a written notice of resignation
to the Corporation. Unless a different time is specified in the notice, that resignation shall be effective upon
its receipt by the Chair, the President, the Secretary, or the Board.
Section 4.04 Vacancies. A vacancy in any office because of any cause may be filled by the
Board for the unexpired portion of the term.
Section 4.05 Chair. The Chair, if such office is filled by the Board, shall when present, preside
at all meetings of shareholders and the Board and shall perform all other duties as are incident to the office
or are assigned by the Board. If the Chair is designated as the Chief Executive Officer or if there is no
President or Vice President performing the duties of the President pursuant to Section 4.06, the Chair shall
in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties
prescribed in Section 4.06.
Section 4.06 President. The President shall be the general manager and, unless the Chair has
been designated by the Board as the Chief Executive Officer, Chief Executive Officer of the Corporation
and, in the absence of the Chair (if a Chair has been appointed) or during any period in which the office of
Chair is for any reason vacant, shall preside at all shareholders’ meetings and, if a member, at all meetings
of the Board. If the President is the Chief Executive Officer, the President shall, subject to the control of
the Board, have general supervision of the affairs of the Corporation, shall sign or countersign or authorize
another Officer to sign all certificates, contracts, and other instruments of the Corporation as authorized by
the Board, shall make reports to the Board and shareholders, and shall perform all such other duties as are
incident to that office or are properly required by the Board. If the President is not the Chief Executive
Officer, the President shall have those powers and discharge those duties as may be assigned from time to
time by the Chair or by the Board.
Section 4.07 Vice Presidents. In the absence of the President, or in the event of the President’s
death, disability, or refusal to act, the Vice President or, in the event there be more than one Vice President,
the Vice Presidents in the order designated at the time of their selection, or in the absence of any designation,
then in the order of their selection, shall perform the duties of the President, and when so acting, shall have
all the powers and be subject to all restrictions upon the President. Each Vice President shall have those
powers and discharge those duties as may be assigned from time to time by the Chief Executive Officer or
by the Board.
Section 4.08 Secretary. The Secretary shall keep or cause to be kept, at the principal executive
office of the Corporation or such other place as the Board may direct, a book of minutes of all meetings and
actions of Directors, committees of Directors and shareholders. The minutes shall show the time and place
of each meeting, whether regular or special (and, if special, how authorized and the notice given), the names
of those present at Directors’ meetings or committee meetings, the number of shares present or represented
at shareholders’ meetings, and the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal executive office of the Corporation,
or at the office of the Corporation’s transfer agent or registrar, as determined by resolution of the Board, a
share register, or a duplicate share register, showing the names of all shareholders and their addresses, the
number and classes of shares held by each, the number and date of certificates evidencing such shares, and
the number and date of cancellation of every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the
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Board required to be given by law or by these Bylaws. The Secretary shall keep the seal of the Corporation,
if one be adopted, in safe custody and shall have such other powers and perform such other duties as may
be prescribed by the Board or by these Bylaws.
The Assistant Secretary or Secretaries who may be appointed by the Board, in the order of their
seniority shall, in the absence or disability of the Secretary, or in the event of the Secretary’s refusal to act,
perform the duties and exercise the powers and discharge those duties as may be assigned from time to time
by the Chief Executive Officer or by the Board.
Section 4.09 Chief Financial Officer. The Chief Financial Officer shall keep and maintain, or
cause to be kept and maintained, adequate and correct books and records of accounts of the properties and
business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements,
gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be
open to inspection by any Director.
The Chief Financial Officer shall deposit all money and other valuables in the name and to the
credit of the Corporation with such depositaries as may be designated by the Board. The Chief Financial
Officer shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the
president and Directors, whenever they request it, an account of all of his transactions as Chief Financial
Officer and of the financial condition of the Corporation, and shall have such other powers and perform
such other duties as may be prescribed by the Board or these Bylaws.
The Assistant or Assistants to the Chief Financial Officer who may be appointed by the Board, in
the order of their seniority shall, in the absence or disability of the Chief Financial Officer, or in the event
of the Chief Financial Officer’s refusal to act, perform the duties and exercise the powers of the Chief
Financial Officer, and shall have those powers and discharge those duties as may be assigned from time to
time by the President or by the Board.
Section 4.10 Salaries. The salaries of the Officers may be fixed from time to time by the Board
and no Officer shall be prevented from receiving that salary by reason of the fact that the Officer is also a
Director of the Corporation.
Section 4.11 Approval of Loans to Officers. The Corporation may, upon the approval of the
Board alone, make loans of money or property to, or guarantee the obligations of, any Officer of the
Corporation or its parent or subsidiary, whether or not a Director, or adopt an employee benefit plan or
plans authorizing such loans or guaranties provided that:
(a) the Board determines that such a loan or guaranty or plan may reasonably be expected to
benefit the Corporation;
(b) the Corporation has outstanding shares held of record by one hundred (100) or more
persons (determined as provided in § 605 of the California Corporations Code) on the date of approval by
the Board;
(c) the approval of the Board is by a vote sufficient without counting the vote of any interested
Director or Directors; and
(d) this section has been approved by the shareholders in accordance with §§ 315(b) and 152
of the California Corporations Code.
ARTICLE V.
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EXECUTION OF CORPORATE INSTRUMENTS, RATIFICATION OF
CONTRACTS, AND VOTING OF SHARES OWNED BY THE CORPORATION
Section 5.01 Execution of Corporate Instruments. The Board may, in its discretion, determine
the method and designate the signatory Officer or Officers, or other person or persons, to execute any
corporate instrument or document, or to sign the corporate name without limitation, except where otherwise
provided by law, and that execution or signature shall be binding upon the Corporation. Unless otherwise
specifically determined by the Board:
(a) formal contracts of the Corporation, promissory notes, deeds of trust, mortgages, and other
evidences of indebtedness of the Corporation, and other corporate instruments or documents requiring the
corporate seal (except for share certificates issued by the Corporation), and share certificates owned by the
Corporation, shall be executed, signed, or endorsed by the acting Chair;
(b) checks drawn on banks or other depositories on funds to the credit of the Corporation, or
in special accounts of the Corporation, shall be signed in a manner, including a facsimile signature, and by
a person or persons as shall be authorized by the Board;
(c) dividend warrants, drafts, insurance policies, and all other instruments and documents
requiring the corporate signature, but not requiring the corporate seal, shall be executed or signed in the
manner directed by the Board; and
(d) share certificates issued by the Corporation shall be signed in a manner.
Section 5.02 Ratification by Shareholders. The Board may, in its discretion, submit any contract
or act for approval or ratification by the shareholders at any annual shareholders’ meeting or at any special
shareholders’ meeting called for that purpose. Any contract or act which shall be approved or ratified by
the holders of a majority of the voting power of the Corporation represented at that meeting shall be as valid
and binding upon the Corporation as though approved or ratified by each and every shareholder of the
Corporation, unless a greater vote is required by law for this purpose.
ARTICLE VI.
VOTING OF SHARES OWNED BY THE CORPORATION
All shares of other corporations owned or held by the Corporation for itself or for other parties in any
capacity shall be voted, and all proxies with respect to those shares shall be executed, by the person
authorized to do so by resolution of the Board or, in the absence of such authorization, by the acting
Chair.
ARTICLE VII.
SHARE CERTIFICATES
Section 7.01 Form of Certificates. Share certificates of the Corporation shall be in a form and
design as the Board shall determine. Each certificate shall state the certificate number, the date of issuance,
the number, designation, class, and the name of the record holder of the shares represented by the certificate,
the name of the Corporation, and if the shares of the Corporation are classified or if any class of shares has
two (2) or more series, the legends required by Corp. Code, § 417.
Section 7.02 Transfer of Shares. Shares may be transferred in any manner permitted or provided
by law. Before any transfer of shares is entered upon the books of the Corporation or recognized by the
designated transfer agent or registrar of the Corporation, or any new certificate is issued replacing an
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existing certificate, the existing certificate, properly endorsed, shall be surrendered and canceled, except
when the certificate has been lost or destroyed.
Section 7.03 Lost Certificates. The Board may order a new share certificate to be issued in the
place of any certificate alleged to have been lost or destroyed, but in every case the owner of the lost
certificate may be required to give the Corporation a bond, with surety, in the form and amount as the Board
may determine, as indemnity against any loss or claim that the Corporation may incur by reason of the
issuance of a new certificate.
ARTICLE VIII.
MISCELLANEOUS
Section 8.01 Record Date for Purposes Other Than Notice and Voting. For purposes of
determining the shareholders entitled to receive payment of any dividend or other distribution or allotment
of any rights or entitled to exercise any rights in respect to any other lawful action (other than an action by
shareholders by written consent without a meeting), the Board may fix, in advance, a record date which
shall not be more than sixty (60) nor less than ten (10) days before any action. Shareholders on the record
date are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the
case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record
date, except as otherwise provided by agreement or by applicable law.
If the Board does not fix a record date, the record date for determining shareholders for any purpose
shall be at the close of business on the day on which the Board adopts the applicable resolution or the
sixtieth (60th) day before the date of that action, whichever is later.
Section 8.02 Corporate Seal. The Corporation may have a corporate seal in such form as shall
be prescribed and adopted by the Board.
Section 8.03 Fiscal Year. The fiscal year of the Corporation shall end on December 31.
Section 8.04 Annual Statement of General Information. The Corporation shall annually during
the calendar month in which its original Articles of Incorporation were filed or during the preceding five
(5) calendar months, file with the Secretary of State of the State of California, on the prescribed form, a
statement setting forth the authorized number of Directors, the names and complete business or residence
addresses of all incumbent Directors, the names and complete business or residence addresses of the Chief
Executive Officer, the Secretary, and the Chief Financial Officer, the street address of the Corporation’s
principal executive office or principal business office in the State of California, and the general type of
business constituting the principal business activity of the Corporation, together with a designation of the
agent of the Corporation for the purpose of service of process, all in compliance with Corp. Code, § 1502.
Notwithstanding the preceding paragraph, if there has been no change in the information contained
in the Corporation’s last annual statement on file with the Secretary of State of the State of California, the
Corporation may, in lieu of filing the annual statement described in the preceding paragraph, advise the
Secretary of State, on the appropriate form, that no changes in the required information have occurred
during the applicable period.
Section 8.05 Maintenance and Inspection of Share Register. The Corporation shall keep either
at its principal executive office or at the office of its transfer agent or registrar (if either be appointed), as
determined by resolution of the Board, a record of its shareholders listing the names and addresses of all
shareholders and the number and class of shares held by each shareholder.
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Any shareholder appearing on the books of the Corporation may: (i) inspect and copy the records
of shareholders’ names, addresses, and shareholdings during usual business hours on five (5) days’ prior
written demand on the Corporation; and (ii) obtain from the transfer agent of the Corporation, on written
demand and on the tender of such transfer agent’s usual charges for such list, a list of the names and
addresses of the shareholders who are entitled to vote for the election of Directors, and their shareholdings,
as of the most recent record date for which that list has been compiled or as of a date specified by the
shareholder after the date of demand. Such list shall be made available to any such shareholder by the
transfer agent on or before the later of five (5) days after the demand is received or five (5) days after the
date specified in the demand as the date as of which the list is to be compiled.
The record of shareholders shall also be open to inspection on the written demand of any
shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose
reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate.
Any inspection and copying under this section may be made in person or by an agent or attorney
of the shareholder or holder of a voting trust certificate making the demand.
Section 8.06 Maintenance and Inspection of Bylaws. The Corporation shall keep at its principal
executive office or, if its principal executive office is not in the State of California, at its principal business
office in California the original or a copy of these Bylaws as amended to date, which Bylaws shall be open
to inspection by the shareholders at all reasonable times during office hours. If the principal executive office
of the Corporation is outside the State of California and the Corporation has no principal business office in
such state, then the Secretary shall, upon the written request of any shareholder, furnish to that shareholder
a copy of these Bylaws as amended to date.
Section 8.07 Maintenance and Inspection of Other Corporate Records. The accounting books
and records and the minutes of proceedings of the shareholders, of the Board, and of any committee or
committees of the Board shall be kept at such place or places as are designated by the Board or, in absence
of such designation, at the principal executive office of the Corporation. The minutes shall be kept in written
form, and the accounting books and records shall be kept either in written form or in any other form capable
of being converted into written form.
The minutes and accounting books and records shall be open to inspection upon the written demand
of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours,
for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust
certificate. The inspection may be made in person or by an agent or attorney and shall include the right to
copy and make extracts. Such rights of inspection shall extend to the records of each subsidiary corporation
of the Corporation.
Section 8.08 Inspection by Directors. Every Director shall have the absolute right at any
reasonable time to inspect all books, records, and documents of every kind as well as the physical properties
of the Corporation and each of its subsidiary corporations. Such inspection by a Director may be made in
person or by an agent or attorney. The right of inspection includes the right to copy and make extracts of
documents.
Section 8.09 Annual Report to Shareholders; Waiver. The Board shall cause an annual report to
be sent to the shareholders not later than one hundred twenty (120) days after the close of the fiscal year
adopted by the Corporation. Such report shall be sent at least thirty (30) days before the annual meeting of
shareholders to be held during the next fiscal year. Notwithstanding the foregoing, so long as the shares of
the Corporation are held by fewer than one hundred (100) holders of record, no annual report shall be
required.
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In the event that an annual report is required, the annual report shall contain:
(a) a balance sheet as of the end of the fiscal year;
(b) an income statement;
(c) a statement of changes in financial position for the fiscal year; and
(d) any report of independent accountants or, if there is no such report, the certificate of an
authorized Officer of the Corporation that the statements were prepared without audit from the books and
records of the Corporation.
The foregoing requirement may be satisfied by the Corporation when the Corporation has an
outstanding class of securities registered under Section 12 of the Securities Exchange Act of 1934 if the
Corporation complies with 17 C.F.R. § 240.14a-16, as it may be amended from time-to-time, with respect
to the obligation of a corporation to furnish an annual report to shareholders pursuant to 17 C.F.R. §
240.14a-3(b).
Section 8.10 Financial Statements. If no annual report for the fiscal year has been sent to
shareholders, then the Corporation shall, upon the written request of any shareholder made more than one
hundred twenty (120) days after the close of such fiscal year, deliver or mail to the person making the
request, within sixty (60) days thereafter, a copy of a balance sheet as of the end of such fiscal year and an
income statement and statement of changes in financial position for such fiscal year.
Section 8.11 Construction and Definitions. Unless the context otherwise requires, the general
provisions, rules of construction, and definitions in the California Corporations Code as in effect from time
to time shall govern the construction of these Bylaws and references to particular sections of the California
Corporations Code shall include any successor provisions.
ARTICLE IX.
INDEMNIFICATION
Section 9.01 Right of Indemnification. Each person who was or is a party or is threatened to be
made a party to or is involved (as a party, witness, or otherwise), in any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), by
reason of the fact that the person, or another person for whom that person is the legal representative, is or
was a Director, Officer, employee, or agent of the Corporation or is or was serving at the request of the
Corporation as a Director, Officer, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, or other enterprise, or was a Director, Officer, employee, or agent of a
foreign or domestic corporation that was a predecessor corporation of the Corporation or of another
enterprise at the request of the predecessor corporation, including, without limitation, service with respect
to employee benefit plans, whether the basis of the Proceeding is alleged conduct in an official capacity as
a Director, Officer, employee, or agent or in any other capacity while serving as a Director, Officer,
employee, or agent (an “Agent”), shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by statutory and decisional law, as the same exists or may in the future be interpreted or
amended (but, in the case of any such amendment or interpretation, only to the extent that the amendment
or interpretation permits the Corporation to provide broader indemnification rights than were permitted
prior to the amendment) against all expenses, liability, and loss (including, without limitation, attorney’s
fees, judgments, fines, ERISA excise taxes and penalties, amounts paid or to be paid in settlement, any
interest, assessments, or other charges imposed, and any federal, state, local, or foreign taxes or liens
Bylaws Page 16 of 17
imposed on any Agent as a result of the actual or deemed receipt of any payments under this Article)
incurred or suffered by the person in connection with investigating, defending, being a witness in, or
participating in, including, without limitation, appellate proceedings, or preparing for any of the foregoing
in, any Proceeding (“Expenses”). The right to indemnification conferred in this Article shall be a
contractual right. It is the Corporation’s intention that these Bylaws provide indemnification in excess of
that expressly permitted by Corp. Code, § 317 as authorized by the Corporation’s Articles of Incorporation.
Section 9.02 Authority to Advance Expenses. Expenses incurred by an Officer or Director,
acting in that corporate capacity in defending a proceeding, shall be paid by the Corporation in advance of
the final disposition of that proceeding; provided, however, that if required by the California Corporations
Code, such expenses shall be advanced only on the delivery to the Corporation of an undertaking by or on
behalf of that Director or Officer to repay the amount if it shall ultimately be determined that the Director
or Officer was not entitled to be indemnified by the Corporation as authorized in this Article or otherwise.
Expenses incurred by other Agents of the Corporation, or by the Directors or Officers not acting in their
corporate capacity, including, without limitation, service with respect to employee benefit plans, may be
advanced on the receipt of a similar undertaking, if required by law, and upon any other terms and
conditions as the Board deems appropriate. Any obligation to reimburse the Corporation for Expense
advances shall be unsecured and no interest shall be charged these advances.
Section 9.03 Right of Claimant to Bring Suit. If a claim under these Bylaws is not paid in full
by the Corporation within one hundred twenty (120) days after a written claim has been received by the
Corporation, the claimant may at any time subsequent to the running of that time period commence a
proceeding against the Corporation to recover the unpaid amount of the claim and, if successful in whole
or in part, shall be entitled to be paid for the expense, including, without limitation, attorney’s fees, of
prosecuting the claim. It shall be a defense to any proceeding, other than an action brought to enforce a
claim for expenses incurred in defending a Proceeding in advance of its final disposition where the required
undertaking has been tendered to the Corporation, that the claimant has not met the standards of conduct
that make it permissible under the California Corporations Code for the Corporation to indemnify the
claimant for the amount claimed. The burden of proving that defense shall be on the Corporation. Neither
the failure of the Corporation (including its Board, independent legal counsel, or its shareholders) to have
made a determination prior to the commencement of the action that indemnification of the claimant would
be proper under the circumstances because the claimant has met the applicable standard of conduct set forth
in the California Corporations Code, nor an actual determination by the Corporation (including its Board,
independent legal counsel, or its shareholders) that the claimant had not met the applicable standard of
conduct, shall either be a defense to the action or create a presumption that claimant has not met the
applicable standard of conduct.
Section 9.04 Provisions Nonexclusive. The rights conferred on any person by this Article shall
not be exclusive of any other rights that the person may have or may later acquire under any statute,
provision of the Articles of Incorporation, agreement, vote of the shareholders or disinterested Directors,
or otherwise, both as to any action in an official capacity and as to any action in another capacity while
holding office. To the extent that any provision of the Articles of
Incorporation, agreement, or vote of the shareholders or disinterested Directors is inconsistent with these
Bylaws, the provision, agreement, or vote shall take precedence.
Section 9.05 Authority to Insure. The Corporation may purchase and maintain insurance to
protect itself and any agent against any expense asserted against them or incurred by an agent, whether or
not the Corporation would have the power to indemnify the agent against the expense under applicable law
or the provisions of this Article, provided that, in cases where the Corporation owns all or a portion of the
shares of the company issuing the insurance policy, the company or the policy must meet one of the two
sets of conditions set forth in Corp. Code, § 317.
Bylaws Page 17 of 17
Section 9.06 Survival of Rights. The rights provided by this Article shall continue as to a person
who has ceased to be an Agent and shall inure to the benefit of the heirs, executors, and administrators of
that person.
Section 9.07 Settlement of Claims. The Corporation shall not be liable to indemnify any Agent
under this Agent: (1) for any amounts paid in settlement of any action or claim effected without the
Corporation’s written consent, which consent shall not be unreasonably withheld; or (2) for any judicial
award, if the Corporation was not given a reasonable and timely opportunity, at its expense, to participate
in the defense of the action.
Section 9.08 Effect of Amendment. Any amendment, repeal, or modification of this Article
shall not adversely affect any right or protection of any Agent existing at the time of that amendment, repeal,
or modification.
Section 9.09 Subrogation. In the event of a payment under this Article, the Corporation shall be
subrogated to the extent of that payment to all of the rights of recovery of the Agent, who shall execute all
papers required and shall do everything that may be necessary to secure those rights, including, without
limitation, the execution of any documents necessary to enable the Corporation effectively to bring suit to
enforce those rights.
Section 9.10 No Duplication of Payments. The Corporation shall not be liable under this Article
to make any payment in connection with any claim made against the Agent to the extent the Agent has
otherwise actually received payment (under any insurance policy, agreement, vote, or otherwise) of the
amounts otherwise indemnifiable pursuant to these Bylaws.
ARTICLE X.
AMENDMENTS
Section 10.01 Amendment by Shareholders. New Bylaws may be adopted or existing Bylaws
may be amended or repealed by the vote or written consent of the holders of a majority of the outstanding
shares entitled to vote, except as otherwise provided by law, these Bylaws, or the Articles of Incorporation.
Section 10.02 Amendment by Directors. Subject to the rights of the shareholders herein, any
Bylaw, other than a Bylaw or an amendment of a Bylaw changing the authorized number of Directors, may
be adopted, amended, or repealed by the Board.
These Bylaws were adopted by the Directors of this corporation as of November 19, 2020.
_____________________________
Chris Henry, Secretary
EXHIBIT C
Notice of Assignment of EIN
[insert on subsequent pages]
EXHIBIT D
Initial Statement of Information
[insert on subsequent pages]
EXHIBIT E
Form of Common Stock Certificate
[insert on subsequent pages]
EXHIBIT F-1
SPA 1
[insert on subsequent pages]
Stock Purchase Agreement Page 1 of 6
STOCK PURCHASE AGREEMENT
This stock purchase agreement (this “Agreement”) is executed and delivered as of November 19, 2020 (the
“Effective Date”) by and between Fresno Verde Public, Inc., a California corporation (the “Corporation”)
and _Mushana Kelly____________, an individual (“Purchaser”). As used herein, Corporation and
Purchaser may collectively be referred to as the Parties, or individually as a “Party”.
WHEREAS, the articles of incorporation of the Corporation (the “Articles”) authorize the Corporation to
issue up to one million (1,000,000) shares of Common Stock;
WHEREAS, in exchange for the Purchase Price (as defined below), Purchaser desires to subscribe and
purchase the Subject Shares (as defined below) and Corporation desires to issue the Subject Shares to
Purchaser.
NOW THEREFORE, in consideration of the promises and agreements set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each
intending to be legally bound hereby, do promise and agree as follows:
1. Sale and Purchase of Subject Shares. The Purchaser hereby subscribes to purchase the number of
shares of the Corporation’s Common Stock set forth below (the “Subject Shares”), for the purchase price
set forth below (the “Purchase Price”).
Number of Subject Shares:
51,000
Per Share Purchase Price $0.001
Purchase Price: $51.00
The subscription and purchase of the Subject Shares shall take place at a closing (the “Closing”) to be held
on or before 5:00 p.m. Pacific Standard Time, on the Effective Date, or on such other date and time as the
parties may agree to in writing. At the Closing, (i) the Parties shall execute this Agreement and such other
related transaction documents; (ii) Purchaser shall pay the Purchase Price to the Corporation by wire of
immediately available funds to the account designated by Corporation or via other mutually agreed payment
method; and (iii) the Corporation shall issue the Subject Shares to Purchaser. The Subject Shares shall be
represented by a stock certificate to be issued by the Corporation at the Closing.
2. Investment and Taxation Representations. In connection with the purchase of the Subject Shares,
Purchaser represents to the Corporation the following:
a. Purchaser is aware of the Corporation’s business affairs and financial condition and has
acquired sufficient information about the Corporation to reach an informed and knowledgeable decision to
acquire the Subject Shares. Purchaser is purchasing the Subject Shares for investment for Purchaser’s own
account only and not with a view to, or for resale in connection with, any “distribution” thereof within the
meaning of the Securities Act of 1933 (the “Securities Act”) or any state securities or “Blue Sky” laws.
Purchaser does not have any present intention to transfer the Subject Shares to any other person or entity.
b. Purchaser understands that the Subject Shares have not been registered under the Securities
Act by reason of a specific exemption therefrom, or any state securities or “Blue Sky” laws, which
exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as
expressed herein.
Stock Purchase Agreement Page 2 of 6
c. Purchaser further acknowledges and understands that the securities must be held
indefinitely unless they are subsequently registered under the Securities Act or an exemption from such
registration is available. Purchaser further acknowledges and understands that the Corporation is under no
obligation to register the securities.
d. Purchaser is familiar with the provisions of Rule 144, promulgated under the Securities
Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or
indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a nonpublic offering
subject to the satisfaction of certain conditions. Purchaser understands that the Corporation provides no
assurances as to whether he or she will be able to resell any or all of the Subject Shares pursuant to Rule
144, which rule requires, among other things, that the Corporation be subject to the reporting requirements
of the Exchange Act, that resales of securities take place only after the holder of the Subject Shares has held
the Subject Shares for certain specified time periods, and under certain circumstances, that resales of
securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this
Section 2(d), Purchaser acknowledges and agrees to the restrictions set forth in Section 2(e) below.
e. Purchaser further understands that in the event all of the applicable requirements of Rule
144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other
registration exemption will be required; and that, notwithstanding the fact that Rule 144 is not exclusive,
the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to
sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144
will have a substantial burden of proof in establishing that an exemption from registration is available for
such offers or sales, and that such persons and their respective brokers who participate in such transactions
do so at their own risk.
f. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of
Purchaser’s purchase or disposition of the Subject Shares. Purchaser represents that Purchaser has
consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of
the Subject Shares and that Purchaser is not relying on the Corporation for any tax advice.
g. Purchaser acknowledges that it has, alone or together with its representative, sufficient
knowledge and experience in financial and business matter to be capable of evaluating the merits and risks
of purchasing the Subject Shares. The Purchaser recognizes that purchasing the Subject Shares involves
certain risks, and the Purchaser has taken full cognizance of, understands, and is willing to bear the risks
related to the purchase of the Subject Shares.
3. Corporation’s Right of First Refusal. Before any Subject Shares acquired by Purchaser hereunder
(or any beneficial interest in such Subject Shares) may be sold, transferred, encumbered or otherwise
disposed of in any way (whether by operation of law or otherwise) by the Purchaser or any subsequent
transferee (each a “Holder”), such Holder must first offer such Subject Shares (or beneficial interest
therein) to the Corporation and/or its assignee(s) as set forth in this Section 3. The Corporation shall not
be required (i) to transfer on its books any Subject Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as owner of such Subject Shares to any
purchaser or other transferee to whom such Subject Shares shall have been so transferred.
a. Notice and Exercise of Proposed Transfer. The Holder shall deliver to the Corporation a
written notice stating: (i) the Holder’s bona fide intention to sell or otherwise transfer the Subject Shares;
(ii) the name of each proposed transferee; (iii) the number of Subject Shares to be transferred to each
proposed transferee; (iv) the bona fide cash price or other consideration for which the Holder proposes to
transfer the Subject Shares; and (v) that by delivering the notice, the Holder offers all such Subject Shares
Stock Purchase Agreement Page 3 of 6
to the Corporation and/or its assignee(s) pursuant to this section and on the same terms described in the
notice. At any time within thirty (30) days after receipt of the Holder’s notice, the Corporation and/or its
assignee(s) may, by giving written notice to the Holder, elect to purchase all or any portion of the Subject
Shares proposed to be transferred to any one or more of the proposed transferees, at the purchase price
determined in accordance herewith.
b. Purchase Price. The purchase price for the Subject Shares purchased by the Corporation
and/or its assignee(s) under this section shall be the price listed in the Holder’s notice. If the price listed in
the Holder’s notice includes consideration other than cash, the cash equivalent value of the non-cash
consideration shall be determined by the Board of Directors of the Corporation in its sole and reasonable
discretion. Payment of the purchase price shall be made, at the option of the Corporation and/or its
assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the
Holder to the Corporation and/or its assignee(s), or by any combination thereof within thirty (30) days after
receipt by the Corporation of the Holder’s notice (or at such later date as is called for by such notice).
c. Holder’s Right to Transfer. If all of the Subject Shares proposed in the notice to be
transferred to a given proposed transferee are not purchased by the Corporation and/or its assignee(s) as
provided in this section, then the Holder may sell or otherwise transfer such remaining portion of the Subject
Shares to that proposed transferee; provided that: (i) the transfer is made only on the terms provided for in
the notice, with the exception of the purchase price, which may be either the price listed in the notice or
any higher price; (ii) such transfer is consummated within ninety (90) days after the date the notice is
delivered to the Corporation; (iii) the transfer is effected in accordance with any applicable securities laws,
and if requested by the Corporation, the Holder shall have delivered an opinion of counsel acceptable to the
Corporation to that effect; and (iv) the proposed transferee agrees in writing to receive and hold the Subject
Shares so transferred subject to all of the provisions of this Agreement, including but not limited to this
section,, and there shall be no further transfer of such Subject Shares except in accordance with the terms
of this section. If any Subject Shares described in a notice are not transferred to the proposed transferee
within the period provided above, then before any such Subject Shares may be transferred, a new notice
shall be given to the Corporation, and the Corporation and/or its assignees shall again be offered the right
of first refusal described in this section.
d. Involuntary Transfers. Subject to the other provisions of this Section 3, in the event, at any
time after the date of this Agreement, of any transfer by operation of law or other involuntary transfer
(including, but not limited to, transfers by operation of law or other involuntary transfers in connection with
a divorce, dissolution, legal separation or annulment, but excluding transfers by will or intestacy) of all or
a portion of the Subject Shares by the record holder thereof that does not occur in accordance with the other
provisions of this Section 3, the Corporation shall have the right to purchase all of the Subject Shares
transferred at the lesser of the purchase price paid by Purchaser pursuant to this Agreement or the fair
market value of the Subject Shares on the date of transfer (as determined by the board of directors of the
Corporation). Upon such a transfer, the persons transferring or acquiring the Subject Shares shall promptly
notify the Secretary of the Corporation in writing of such transfer. The right to purchase such Subject Shares
shall be provided to the Corporation for a period of thirty (30) days following receipt by the Corporation of
written notice of the transfer.
4. Regulatory Disclosures. Purchaser agrees to provide the Corporation with certain information
relating to the Purchaser that may be required by law to be disclosed to governing regulatory authorities.
The Purchaser hereby authorizes and consents to the Corporation’s submission of all such required personal
information of the Purchaser.
5. Legend Requirements. The Purchaser understands and agrees that the Corporation shall cause the
legends set forth below, or substantially equivalent legends, to be placed upon any certificate(s) evidencing
Stock Purchase Agreement Page 4 of 6
ownership of the Subject Shares, together with any other legends that may be required by the Corporation
or by applicable state or federal securities laws:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN
THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE
SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT.”
“THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY
THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE STOCK PURCHASE
AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE
SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL
OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, AND RIGHT OF
FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.”
6. Miscellaneous.
a. Dispute Resolution. The terms of this Agreement shall be construed in accordance with
the laws of the State of California, as applied to contracts entered into by California residents within the
State of California, and to be performed entirely within the State of California. In the event of any claim,
demand, dispute, controversy or cause of action, arising out of or relating to any performance required
under this Agreement, or the interpretation, validity or enforceability hereof (each a “Claim”), the parties
hereto shall use their best efforts to settle the Claim. To this effect, they shall consult and negotiate with
each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable
resolution satisfactory to the parties. If the Claim cannot be settled through negotiation within a period of
seven (7) days, the parties agree to attempt in good faith to settle the Claim through mediation, administered
by a mediator mutually agreeable to the parties, before resorting to arbitration. If they do not reach such
resolution, or an agreed upon mediator cannot be identified, within a period of thirty (30) days, then, upon
notice by either party to the other they shall commence arbitration as set forth below. The parties agree to
submit any and all Claims, or any dispute related in any way to this Agreement and the services rendered
hereunder, to binding arbitration before JAMS. The arbitration shall be held in accordance with the JAMS
then-current Streamlined Arbitration Rules & Procedures (and no other JAMS rules), which currently are
available at: https://www.jamsadr.com/rules-streamlined-arbitration. The arbitrator shall be either a retired
judge, or an attorney who is experienced in commercial contracts and licensed to practice law in California,
selected pursuant to the JAMS rules. The parties expressly agree that any arbitration shall be conducted in
Fresno County, California. Each party understands and agrees that by signing this Agreement, such party
is waiving the right to a jury. The arbitrator shall apply California substantive law in the adjudication of
all Claims. Notwithstanding the foregoing, either party may apply to the Superior Courts located in Fresno
County for a provisional remedy, including but not limited to a temporary restraining order or a preliminary
injunction. The application for or enforcement of any provisional remedy by a party shall not operate as a
waiver of the agreement to submit a dispute to binding arbitration pursuant to this provision. In no event
shall a Claim be adjudicated in Federal District Court. In the event that either party commences a lawsuit
in Federal District Court or moves to remove such action to Federal District Court, the parties hereby
mutually agree to stipulate to a dismissal of such Federal Claim with prejudice. After a demand for
arbitration has been filed and served, the Parties may engage in reasonable discovery in the form of requests
for documents, interrogatories, requests for admission, and depositions. The arbitrator shall resolve any
disputes concerning discovery. The arbitrator shall award costs and reasonable attorneys’ fees to the
Stock Purchase Agreement Page 5 of 6
prevailing party, as determined by the arbitrator, to the extent permitted by California law. The arbitrator's
decision shall be final and binding upon the parties. The arbitrator's decision shall include the arbitrator’s
findings of fact and conclusions of law and shall be issued in writing within thirty (30) days of the
commencement of the arbitration proceedings. The prevailing party may submit the arbitrator’s decision
to Superior Courts located in Fresno County for an entry of judgment thereon.
b. Entire Agreement. This Agreement sets forth the entire agreement and understanding of
the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions,
understandings and agreements, whether oral or written, between them relating to the subject matter hereof.
c. Amendments and Waivers. No modification of or amendment to this Agreement, nor any
waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this
Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute
a waiver of that provision as to that or any other instance.
d. Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement,
and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their
respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation
may assign any of its rights and obligations under this Agreement. No other party to this Agreement may
assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement,
except with the prior written consent of the Corporation.
e. Notices. Any notice, demand or request required or permitted to be given under this
Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight
courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail
with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the
signature page, as subsequently modified by written notice, or if no address is specified on the signature
page, at the most recent address set forth in the Corporation’s books and records.
f. Severability. If one or more provisions of this Agreement are held to be unenforceable
under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the
parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as
if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance
with its terms.
g. Construction. This Agreement is the result of negotiations between and has been reviewed
by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be
deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or
against any one of the parties hereto.
h. Counterparts. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, and all of which together shall constitute
one and the same agreement.
i. Electronic Delivery. The Corporation may, in its sole discretion, decide to deliver any
documents related to this Agreement or any notices required by applicable law or the Corporation’s Articles
or Bylaws by email or any other electronic means. Purchaser hereby consents to receive such documents
and notices by such electronic delivery and agrees to participate through an on-line or electronic system
established and maintained by the Corporation or a third party designated by the Corporation.
Stock Purchase Agreement Page 6 of 6
IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the day and year first
above written.
Fresno Verde Public, Inc.
(“Corporation”)
By: _________________________
Name: Alejandro Calleres
Tile: CEO
(“Purchaser”)
_________________________
__Mushana Kelly____________
EXHIBIT F-2
Share Certificate
[insert on subsequent pages]
[REVERSE SIDE OF STOCK CERTIFICATE]
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
(THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE
ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE
COMPLIES WITH THE ACT.
THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A
RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE STOCK PURCHASE
AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH
MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, AND RIGHT OF
FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.
EXHIBIT G-1
SPA 2
[insert on subsequent pages]
Stock Purchase Agreement Page 1 of 6
STOCK PURCHASE AGREEMENT
This stock purchase agreement (this “Agreement”) is executed and delivered as of November 19, 2020 (the
“Effective Date”) by and between Fresno Verde Public, Inc., a California corporation (the “Corporation”)
and Alejandro Calleres, an individual (“Purchaser”). As used herein, Corporation and Purchaser may
collectively be referred to as the Parties, or individually as a “Party”.
WHEREAS, the articles of incorporation of the Corporation (the “Articles”) authorize the Corporation to
issue up to one million (1,000,000) shares of Common Stock;
WHEREAS, in exchange for the Purchase Price (as defined below), Purchaser desires to subscribe and
purchase the Subject Shares (as defined below) and Corporation desires to issue the Subject Shares to
Purchaser.
NOW THEREFORE, in consideration of the promises and agreements set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each
intending to be legally bound hereby, do promise and agree as follows:
1. Sale and Purchase of Subject Shares. The Purchaser hereby subscribes to purchase the number of
shares of the Corporation’s Common Stock set forth below (the “Subject Shares”), for the purchase price
set forth below (the “Purchase Price”).
Number of Subject Shares:
34,000
Per Share Purchase Price $0.001
Purchase Price: $34.00
The subscription and purchase of the Subject Shares shall take place at a closing (the “Closing”) to be held
on or before 5:00 p.m. Pacific Standard Time, on the Effective Date, or on such other date and time as the
parties may agree to in writing. At the Closing, (i) the Parties shall execute this Agreement and such other
related transaction documents; (ii) Purchaser shall pay the Purchase Price to the Corporation by wire of
immediately available funds to the account designated by Corporation or via other mutually agreed payment
method; and (iii) the Corporation shall issue the Subject Shares to Purchaser. The Subject Shares shall be
represented by a stock certificate to be issued by the Corporation at the Closing.
2. Investment and Taxation Representations. In connection with the purchase of the Subject Shares,
Purchaser represents to the Corporation the following:
a. Purchaser is aware of the Corporation’s business affairs and financial condition and has
acquired sufficient information about the Corporation to reach an informed and knowledgeable decision to
acquire the Subject Shares. Purchaser is purchasing the Subject Shares for investment for Purchaser’s own
account only and not with a view to, or for resale in connection with, any “distribution” thereof within the
meaning of the Securities Act of 1933 (the “Securities Act”) or any state securities or “Blue Sky” laws.
Purchaser does not have any present intention to transfer the Subject Shares to any other person or entity.
b. Purchaser understands that the Subject Shares have not been registered under the Securities
Act by reason of a specific exemption therefrom, or any state securities or “Blue Sky” laws, which
exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as
expressed herein.
Stock Purchase Agreement Page 2 of 6
c. Purchaser further acknowledges and understands that the securities must be held
indefinitely unless they are subsequently registered under the Securities Act or an exemption from such
registration is available. Purchaser further acknowledges and understands that the Corporation is under no
obligation to register the securities.
d. Purchaser is familiar with the provisions of Rule 144, promulgated under the Securities
Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or
indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a nonpublic offering
subject to the satisfaction of certain conditions. Purchaser understands that the Corporation provides no
assurances as to whether he or she will be able to resell any or all of the Subject Shares pursuant to Rule
144, which rule requires, among other things, that the Corporation be subject to the reporting requirements
of the Exchange Act, that resales of securities take place only after the holder of the Subject Shares has held
the Subject Shares for certain specified time periods, and under certain circumstances, that resales of
securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this
Section 2(d), Purchaser acknowledges and agrees to the restrictions set forth in Section 2(e) below.
e. Purchaser further understands that in the event all of the applicable requirements of Rule
144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other
registration exemption will be required; and that, notwithstanding the fact that Rule 144 is not exclusive,
the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to
sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144
will have a substantial burden of proof in establishing that an exemption from registration is available for
such offers or sales, and that such persons and their respective brokers who participate in such transactions
do so at their own risk.
f. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of
Purchaser’s purchase or disposition of the Subject Shares. Purchaser represents that Purchaser has
consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of
the Subject Shares and that Purchaser is not relying on the Corporation for any tax advice.
g. Purchaser acknowledges that it has, alone or together with its representative, sufficient
knowledge and experience in financial and business matter to be capable of evaluating the merits and risks
of purchasing the Subject Shares. The Purchaser recognizes that purchasing the Subject Shares involves
certain risks, and the Purchaser has taken full cognizance of, understands, and is willing to bear the risks
related to the purchase of the Subject Shares.
3. Corporation’s Right of First Refusal. Before any Subject Shares acquired by Purchaser hereunder
(or any beneficial interest in such Subject Shares) may be sold, transferred, encumbered or otherwise
disposed of in any way (whether by operation of law or otherwise) by the Purchaser or any subsequent
transferee (each a “Holder”), such Holder must first offer such Subject Shares (or beneficial interest
therein) to the Corporation and/or its assignee(s) as set forth in this Section 3. The Corporation shall not
be required (i) to transfer on its books any Subject Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as owner of such Subject Shares to any
purchaser or other transferee to whom such Subject Shares shall have been so transferred.
a. Notice and Exercise of Proposed Transfer. The Holder shall deliver to the Corporation a
written notice stating: (i) the Holder’s bona fide intention to sell or otherwise transfer the Subject Shares;
(ii) the name of each proposed transferee; (iii) the number of Subject Shares to be transferred to each
proposed transferee; (iv) the bona fide cash price or other consideration for which the Holder proposes to
transfer the Subject Shares; and (v) that by delivering the notice, the Holder offers all such Subject Shares
Stock Purchase Agreement Page 3 of 6
to the Corporation and/or its assignee(s) pursuant to this section and on the same terms described in the
notice. At any time within thirty (30) days after receipt of the Holder’s notice, the Corporation and/or its
assignee(s) may, by giving written notice to the Holder, elect to purchase all or any portion of the Subject
Shares proposed to be transferred to any one or more of the proposed transferees, at the purchase price
determined in accordance herewith.
b. Purchase Price. The purchase price for the Subject Shares purchased by the Corporation
and/or its assignee(s) under this section shall be the price listed in the Holder’s notice. If the price listed in
the Holder’s notice includes consideration other than cash, the cash equivalent value of the non-cash
consideration shall be determined by the Board of Directors of the Corporation in its sole and reasonable
discretion. Payment of the purchase price shall be made, at the option of the Corporation and/or its
assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the
Holder to the Corporation and/or its assignee(s), or by any combination thereof within thirty (30) days after
receipt by the Corporation of the Holder’s notice (or at such later date as is called for by such notice).
c. Holder’s Right to Transfer. If all of the Subject Shares proposed in the notice to be
transferred to a given proposed transferee are not purchased by the Corporation and/or its assignee(s) as
provided in this section, then the Holder may sell or otherwise transfer such remaining portion of the Subject
Shares to that proposed transferee; provided that: (i) the transfer is made only on the terms provided for in
the notice, with the exception of the purchase price, which may be either the price listed in the notice or
any higher price; (ii) such transfer is consummated within ninety (90) days after the date the notice is
delivered to the Corporation; (iii) the transfer is effected in accordance with any applicable securities laws,
and if requested by the Corporation, the Holder shall have delivered an opinion of counsel acceptable to the
Corporation to that effect; and (iv) the proposed transferee agrees in writing to receive and hold the Subject
Shares so transferred subject to all of the provisions of this Agreement, including but not limited to this
section,, and there shall be no further transfer of such Subject Shares except in accordance with the terms
of this section. If any Subject Shares described in a notice are not transferred to the proposed transferee
within the period provided above, then before any such Subject Shares may be transferred, a new notice
shall be given to the Corporation, and the Corporation and/or its assignees shall again be offered the right
of first refusal described in this section.
d. Involuntary Transfers. Subject to the other provisions of this Section 3, in the event, at any
time after the date of this Agreement, of any transfer by operation of law or other involuntary transfer
(including, but not limited to, transfers by operation of law or other involuntary transfers in connection with
a divorce, dissolution, legal separation or annulment, but excluding transfers by will or intestacy) of all or
a portion of the Subject Shares by the record holder thereof that does not occur in accordance with the other
provisions of this Section 3, the Corporation shall have the right to purchase all of the Subject Shares
transferred at the lesser of the purchase price paid by Purchaser pursuant to this Agreement or the fair
market value of the Subject Shares on the date of transfer (as determined by the board of directors of the
Corporation). Upon such a transfer, the persons transferring or acquiring the Subject Shares shall promptly
notify the Secretary of the Corporation in writing of such transfer. The right to purchase such Subject Shares
shall be provided to the Corporation for a period of thirty (30) days following receipt by the Corporation of
written notice of the transfer.
4. Regulatory Disclosures. Purchaser agrees to provide the Corporation with certain information
relating to the Purchaser that may be required by law to be disclosed to governing regulatory authorities.
The Purchaser hereby authorizes and consents to the Corporation’s submission of all such required personal
information of the Purchaser.
5. Legend Requirements. The Purchaser understands and agrees that the Corporation shall cause the
legends set forth below, or substantially equivalent legends, to be placed upon any certificate(s) evidencing
Stock Purchase Agreement Page 4 of 6
ownership of the Subject Shares, together with any other legends that may be required by the Corporation
or by applicable state or federal securities laws:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN
THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE
SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT.”
“THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY
THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE STOCK PURCHASE
AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE
SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL
OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, AND RIGHT OF
FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.”
6. Miscellaneous.
a. Dispute Resolution. The terms of this Agreement shall be construed in accordance with
the laws of the State of California, as applied to contracts entered into by California residents within the
State of California, and to be performed entirely within the State of California. In the event of any claim,
demand, dispute, controversy or cause of action, arising out of or relating to any performance required
under this Agreement, or the interpretation, validity or enforceability hereof (each a “Claim”), the parties
hereto shall use their best efforts to settle the Claim. To this effect, they shall consult and negotiate with
each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable
resolution satisfactory to the parties. If the Claim cannot be settled through negotiation within a period of
seven (7) days, the parties agree to attempt in good faith to settle the Claim through mediation, administered
by a mediator mutually agreeable to the parties, before resorting to arbitration. If they do not reach such
resolution, or an agreed upon mediator cannot be identified, within a period of thirty (30) days, then, upon
notice by either party to the other they shall commence arbitration as set forth below. The parties agree to
submit any and all Claims, or any dispute related in any way to this Agreement and the services rendered
hereunder, to binding arbitration before JAMS. The arbitration shall be held in accordance with the JAMS
then-current Streamlined Arbitration Rules & Procedures (and no other JAMS rules), which currently are
available at: https://www.jamsadr.com/rules-streamlined-arbitration. The arbitrator shall be either a retired
judge, or an attorney who is experienced in commercial contracts and licensed to practice law in California,
selected pursuant to the JAMS rules. The parties expressly agree that any arbitration shall be conducted in
Fresno County, California. Each party understands and agrees that by signing this Agreement, such party
is waiving the right to a jury. The arbitrator shall apply California substantive law in the adjudication of
all Claims. Notwithstanding the foregoing, either party may apply to the Superior Courts located in Fresno
County for a provisional remedy, including but not limited to a temporary restraining order or a preliminary
injunction. The application for or enforcement of any provisional remedy by a party shall not operate as a
waiver of the agreement to submit a dispute to binding arbitration pursuant to this provision. In no event
shall a Claim be adjudicated in Federal District Court. In the event that either party commences a lawsuit
in Federal District Court or moves to remove such action to Federal District Court, the parties hereby
mutually agree to stipulate to a dismissal of such Federal Claim with prejudice. After a demand for
arbitration has been filed and served, the Parties may engage in reasonable discovery in the form of requests
for documents, interrogatories, requests for admission, and depositions. The arbitrator shall resolve any
disputes concerning discovery. The arbitrator shall award costs and reasonable attorneys’ fees to the
Stock Purchase Agreement Page 5 of 6
prevailing party, as determined by the arbitrator, to the extent permitted by California law. The arbitrator's
decision shall be final and binding upon the parties. The arbitrator's decision shall include the arbitrator’s
findings of fact and conclusions of law and shall be issued in writing within thirty (30) days of the
commencement of the arbitration proceedings. The prevailing party may submit the arbitrator’s decision
to Superior Courts located in Fresno County for an entry of judgment thereon.
b. Entire Agreement. This Agreement sets forth the entire agreement and understanding of
the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions,
understandings and agreements, whether oral or written, between them relating to the subject matter hereof.
c. Amendments and Waivers. No modification of or amendment to this Agreement, nor any
waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this
Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute
a waiver of that provision as to that or any other instance.
d. Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement,
and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their
respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation
may assign any of its rights and obligations under this Agreement. No other party to this Agreement may
assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement,
except with the prior written consent of the Corporation.
e. Notices. Any notice, demand or request required or permitted to be given under this
Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight
courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail
with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the
signature page, as subsequently modified by written notice, or if no address is specified on the signature
page, at the most recent address set forth in the Corporation’s books and records.
f. Severability. If one or more provisions of this Agreement are held to be unenforceable
under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the
parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as
if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance
with its terms.
g. Construction. This Agreement is the result of negotiations between and has been reviewed
by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be
deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or
against any one of the parties hereto.
h. Counterparts. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, and all of which together shall constitute
one and the same agreement.
i. Electronic Delivery. The Corporation may, in its sole discretion, decide to deliver any
documents related to this Agreement or any notices required by applicable law or the Corporation’s Articles
or Bylaws by email or any other electronic means. Purchaser hereby consents to receive such documents
and notices by such electronic delivery and agrees to participate through an on-line or electronic system
established and maintained by the Corporation or a third party designated by the Corporation.
Stock Purchase Agreement Page 6 of 6
IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the day and year first
above written.
Fresno Verde Public, Inc.
(“Corporation”)
By: _________________________
Name: Alejandro Calleres
Tile: CEO
(“Purchaser”)
_________________________
Alejandro Calleres
Exhibit G-2
Share Certificate
[insert on subsequent pages]
[REVERSE SIDE OF STOCK CERTIFICATE]
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
(THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE
ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE
COMPLIES WITH THE ACT.
THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A
RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE STOCK PURCHASE
AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH
MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, AND RIGHT OF
FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.
EXHIBIT H-1
SPA 3
[insert on subsequent pages]
Stock Purchase Agreement Page 1 of 6
STOCK PURCHASE AGREEMENT
This stock purchase agreement (this “Agreement”) is executed and delivered as of November 19, 2020 (the
“Effective Date”) by and between Fresno Verde Public, Inc., a California corporation (the “Corporation”)
and Chris Henry, an individual (“Purchaser”). As used herein, Corporation and Purchaser may collectively
be referred to as the Parties, or individually as a “Party”.
WHEREAS, the articles of incorporation of the Corporation (the “Articles”) authorize the Corporation to
issue up to one million (1,000,000) shares of Common Stock;
WHEREAS, in exchange for the Purchase Price (as defined below), Purchaser desires to subscribe and
purchase the Subject Shares (as defined below) and Corporation desires to issue the Subject Shares to
Purchaser.
NOW THEREFORE, in consideration of the promises and agreements set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each
intending to be legally bound hereby, do promise and agree as follows:
1. Sale and Purchase of Subject Shares. The Purchaser hereby subscribes to purchase the number of
shares of the Corporation’s Common Stock set forth below (the “Subject Shares”), for the purchase price
set forth below (the “Purchase Price”).
Number of Subject Shares:
7,500
Per Share Purchase Price $0.001
Purchase Price: $7.50
The subscription and purchase of the Subject Shares shall take place at a closing (the “Closing”) to be held
on or before 5:00 p.m. Pacific Standard Time, on the Effective Date, or on such other date and time as the
parties may agree to in writing. At the Closing, (i) the Parties shall execute this Agreement and such other
related transaction documents; (ii) Purchaser shall pay the Purchase Price to the Corporation by wire of
immediately available funds to the account designated by Corporation or via other mutually agreed payment
method; and (iii) the Corporation shall issue the Subject Shares to Purchaser. The Subject Shares shall be
represented by a stock certificate to be issued by the Corporation at the Closing.
2. Investment and Taxation Representations. In connection with the purchase of the Subject Shares,
Purchaser represents to the Corporation the following:
a. Purchaser is aware of the Corporation’s business affairs and financial condition and has
acquired sufficient information about the Corporation to reach an informed and knowledgeable decision to
acquire the Subject Shares. Purchaser is purchasing the Subject Shares for investment for Purchaser’s own
account only and not with a view to, or for resale in connection with, any “distribution” thereof within the
meaning of the Securities Act of 1933 (the “Securities Act”) or any state securities or “Blue Sky” laws.
Purchaser does not have any present intention to transfer the Subject Shares to any other person or entity.
b. Purchaser understands that the Subject Shares have not been registered under the Securities
Act by reason of a specific exemption therefrom, or any state securities or “Blue Sky” laws, which
exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as
expressed herein.
Stock Purchase Agreement Page 2 of 6
c. Purchaser further acknowledges and understands that the securities must be held
indefinitely unless they are subsequently registered under the Securities Act or an exemption from such
registration is available. Purchaser further acknowledges and understands that the Corporation is under no
obligation to register the securities.
d. Purchaser is familiar with the provisions of Rule 144, promulgated under the Securities
Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or
indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a nonpublic offering
subject to the satisfaction of certain conditions. Purchaser understands that the Corporation provides no
assurances as to whether he or she will be able to resell any or all of the Subject Shares pursuant to Rule
144, which rule requires, among other things, that the Corporation be subject to the reporting requirements
of the Exchange Act, that resales of securities take place only after the holder of the Subject Shares has held
the Subject Shares for certain specified time periods, and under certain circumstances, that resales of
securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this
Section 2(d), Purchaser acknowledges and agrees to the restrictions set forth in Section 2(e) below.
e. Purchaser further understands that in the event all of the applicable requirements of Rule
144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other
registration exemption will be required; and that, notwithstanding the fact that Rule 144 is not exclusive,
the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to
sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144
will have a substantial burden of proof in establishing that an exemption from registration is available for
such offers or sales, and that such persons and their respective brokers who participate in such transactions
do so at their own risk.
f. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of
Purchaser’s purchase or disposition of the Subject Shares. Purchaser represents that Purchaser has
consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of
the Subject Shares and that Purchaser is not relying on the Corporation for any tax advice.
g. Purchaser acknowledges that it has, alone or together with its representative, sufficient
knowledge and experience in financial and business matter to be capable of evaluating the merits and risks
of purchasing the Subject Shares. The Purchaser recognizes that purchasing the Subject Shares involves
certain risks, and the Purchaser has taken full cognizance of, understands, and is willing to bear the risks
related to the purchase of the Subject Shares.
3. Corporation’s Right of First Refusal. Before any Subject Shares acquired by Purchaser hereunder
(or any beneficial interest in such Subject Shares) may be sold, transferred, encumbered or otherwise
disposed of in any way (whether by operation of law or otherwise) by the Purchaser or any subsequent
transferee (each a “Holder”), such Holder must first offer such Subject Shares (or beneficial interest
therein) to the Corporation and/or its assignee(s) as set forth in this Section 3. The Corporation shall not
be required (i) to transfer on its books any Subject Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as owner of such Subject Shares to any
purchaser or other transferee to whom such Subject Shares shall have been so transferred.
a. Notice and Exercise of Proposed Transfer. The Holder shall deliver to the Corporation a
written notice stating: (i) the Holder’s bona fide intention to sell or otherwise transfer the Subject Shares;
(ii) the name of each proposed transferee; (iii) the number of Subject Shares to be transferred to each
proposed transferee; (iv) the bona fide cash price or other consideration for which the Holder proposes to
transfer the Subject Shares; and (v) that by delivering the notice, the Holder offers all such Subject Shares
Stock Purchase Agreement Page 3 of 6
to the Corporation and/or its assignee(s) pursuant to this section and on the same terms described in the
notice. At any time within thirty (30) days after receipt of the Holder’s notice, the Corporation and/or its
assignee(s) may, by giving written notice to the Holder, elect to purchase all or any portion of the Subject
Shares proposed to be transferred to any one or more of the proposed transferees, at the purchase price
determined in accordance herewith.
b. Purchase Price. The purchase price for the Subject Shares purchased by the Corporation
and/or its assignee(s) under this section shall be the price listed in the Holder’s notice. If the price listed in
the Holder’s notice includes consideration other than cash, the cash equivalent value of the non-cash
consideration shall be determined by the Board of Directors of the Corporation in its sole and reasonable
discretion. Payment of the purchase price shall be made, at the option of the Corporation and/or its
assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the
Holder to the Corporation and/or its assignee(s), or by any combination thereof within thirty (30) days after
receipt by the Corporation of the Holder’s notice (or at such later date as is called for by such notice).
c. Holder’s Right to Transfer. If all of the Subject Shares proposed in the notice to be
transferred to a given proposed transferee are not purchased by the Corporation and/or its assignee(s) as
provided in this section, then the Holder may sell or otherwise transfer such remaining portion of the Subject
Shares to that proposed transferee; provided that: (i) the transfer is made only on the terms provided for in
the notice, with the exception of the purchase price, which may be either the price listed in the notice or
any higher price; (ii) such transfer is consummated within ninety (90) days after the date the notice is
delivered to the Corporation; (iii) the transfer is effected in accordance with any applicable securities laws,
and if requested by the Corporation, the Holder shall have delivered an opinion of counsel acceptable to the
Corporation to that effect; and (iv) the proposed transferee agrees in writing to receive and hold the Subject
Shares so transferred subject to all of the provisions of this Agreement, including but not limited to this
section,, and there shall be no further transfer of such Subject Shares except in accordance with the terms
of this section. If any Subject Shares described in a notice are not transferred to the proposed transferee
within the period provided above, then before any such Subject Shares may be transferred, a new notice
shall be given to the Corporation, and the Corporation and/or its assignees shall again be offered the right
of first refusal described in this section.
d. Involuntary Transfers. Subject to the other provisions of this Section 3, in the event, at any
time after the date of this Agreement, of any transfer by operation of law or other involuntary transfer
(including, but not limited to, transfers by operation of law or other involuntary transfers in connection with
a divorce, dissolution, legal separation or annulment, but excluding transfers by will or intestacy) of all or
a portion of the Subject Shares by the record holder thereof that does not occur in accordance with the other
provisions of this Section 3, the Corporation shall have the right to purchase all of the Subject Shares
transferred at the lesser of the purchase price paid by Purchaser pursuant to this Agreement or the fair
market value of the Subject Shares on the date of transfer (as determined by the board of directors of the
Corporation). Upon such a transfer, the persons transferring or acquiring the Subject Shares shall promptly
notify the Secretary of the Corporation in writing of such transfer. The right to purchase such Subject Shares
shall be provided to the Corporation for a period of thirty (30) days following receipt by the Corporation of
written notice of the transfer.
4. Regulatory Disclosures. Purchaser agrees to provide the Corporation with certain information
relating to the Purchaser that may be required by law to be disclosed to governing regulatory authorities.
The Purchaser hereby authorizes and consents to the Corporation’s submission of all such required personal
information of the Purchaser.
5. Legend Requirements. The Purchaser understands and agrees that the Corporation shall cause the
legends set forth below, or substantially equivalent legends, to be placed upon any certificate(s) evidencing
Stock Purchase Agreement Page 4 of 6
ownership of the Subject Shares, together with any other legends that may be required by the Corporation
or by applicable state or federal securities laws:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN
THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE
SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT.”
“THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY
THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE STOCK PURCHASE
AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE
SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL
OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, AND RIGHT OF
FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.”
6. Miscellaneous.
a. Dispute Resolution. The terms of this Agreement shall be construed in accordance with
the laws of the State of California, as applied to contracts entered into by California residents within the
State of California, and to be performed entirely within the State of California. In the event of any claim,
demand, dispute, controversy or cause of action, arising out of or relating to any performance required
under this Agreement, or the interpretation, validity or enforceability hereof (each a “Claim”), the parties
hereto shall use their best efforts to settle the Claim. To this effect, they shall consult and negotiate with
each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable
resolution satisfactory to the parties. If the Claim cannot be settled through negotiation within a period of
seven (7) days, the parties agree to attempt in good faith to settle the Claim through mediation, administered
by a mediator mutually agreeable to the parties, before resorting to arbitration. If they do not reach such
resolution, or an agreed upon mediator cannot be identified, within a period of thirty (30) days, then, upon
notice by either party to the other they shall commence arbitration as set forth below. The parties agree to
submit any and all Claims, or any dispute related in any way to this Agreement and the services rendered
hereunder, to binding arbitration before JAMS. The arbitration shall be held in accordance with the JAMS
then-current Streamlined Arbitration Rules & Procedures (and no other JAMS rules), which currently are
available at: https://www.jamsadr.com/rules-streamlined-arbitration. The arbitrator shall be either a retired
judge, or an attorney who is experienced in commercial contracts and licensed to practice law in California,
selected pursuant to the JAMS rules. The parties expressly agree that any arbitration shall be conducted in
Fresno County, California. Each party understands and agrees that by signing this Agreement, such party
is waiving the right to a jury. The arbitrator shall apply California substantive law in the adjudication of
all Claims. Notwithstanding the foregoing, either party may apply to the Superior Courts located in Fresno
County for a provisional remedy, including but not limited to a temporary restraining order or a preliminary
injunction. The application for or enforcement of any provisional remedy by a party shall not operate as a
waiver of the agreement to submit a dispute to binding arbitration pursuant to this provision. In no event
shall a Claim be adjudicated in Federal District Court. In the event that either party commences a lawsuit
in Federal District Court or moves to remove such action to Federal District Court, the parties hereby
mutually agree to stipulate to a dismissal of such Federal Claim with prejudice. After a demand for
arbitration has been filed and served, the Parties may engage in reasonable discovery in the form of requests
for documents, interrogatories, requests for admission, and depositions. The arbitrator shall resolve any
disputes concerning discovery. The arbitrator shall award costs and reasonable attorneys’ fees to the
Stock Purchase Agreement Page 5 of 6
prevailing party, as determined by the arbitrator, to the extent permitted by California law. The arbitrator's
decision shall be final and binding upon the parties. The arbitrator's decision shall include the arbitrator’s
findings of fact and conclusions of law and shall be issued in writing within thirty (30) days of the
commencement of the arbitration proceedings. The prevailing party may submit the arbitrator’s decision
to Superior Courts located in Fresno County for an entry of judgment thereon.
b. Entire Agreement. This Agreement sets forth the entire agreement and understanding of
the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions,
understandings and agreements, whether oral or written, between them relating to the subject matter hereof.
c. Amendments and Waivers. No modification of or amendment to this Agreement, nor any
waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this
Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute
a waiver of that provision as to that or any other instance.
d. Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement,
and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their
respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation
may assign any of its rights and obligations under this Agreement. No other party to this Agreement may
assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement,
except with the prior written consent of the Corporation.
e. Notices. Any notice, demand or request required or permitted to be given under this
Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight
courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail
with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the
signature page, as subsequently modified by written notice, or if no address is specified on the signature
page, at the most recent address set forth in the Corporation’s books and records.
f. Severability. If one or more provisions of this Agreement are held to be unenforceable
under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the
parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as
if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance
with its terms.
g. Construction. This Agreement is the result of negotiations between and has been reviewed
by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be
deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or
against any one of the parties hereto.
h. Counterparts. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, and all of which together shall constitute
one and the same agreement.
i. Electronic Delivery. The Corporation may, in its sole discretion, decide to deliver any
documents related to this Agreement or any notices required by applicable law or the Corporation’s Articles
or Bylaws by email or any other electronic means. Purchaser hereby consents to receive such documents
and notices by such electronic delivery and agrees to participate through an on-line or electronic system
established and maintained by the Corporation or a third party designated by the Corporation.
Stock Purchase Agreement Page 6 of 6
IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the day and year first
above written.
Fresno Verde Public, Inc.
(“Corporation”)
By: _________________________
Name: Alejandro Calleres
Tile: CEO
(“Purchaser”)
_________________________
Chris Henry
Exhibit H-2
Share Certificate
[insert on subsequent pages]
[REVERSE SIDE OF STOCK CERTIFICATE]
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
(THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE
ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE
COMPLIES WITH THE ACT.
THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A
RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE STOCK PURCHASE
AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH
MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, AND RIGHT OF
FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SECURITIES.
EXHIBIT I-1
SPA 4
[insert on subsequent pages]
Stock Purchase Agreement Page 1 of 6
STOCK PURCHASE AGREEMENT
This stock purchase agreement (this “Agreement”) is executed and delivered as of November 19, 2020 (the
“Effective Date”) by and between Fresno Verde Public, Inc., a California corporation (the “Corporation”)
and Jeffrey Henry, an individual (“Purchaser”). As used herein, Corporation and Purchaser may
collectively be referred to as the Parties, or individually as a “Party”.
WHEREAS, the articles of incorporation of the Corporation (the “Articles”) authorize the Corporation to
issue up to one million (1,000,000) shares of Common Stock;
WHEREAS, in exchange for the Purchase Price (as defined below), Purchaser desires to subscribe and
purchase the Subject Shares (as defined below) and Corporation desires to issue the Subject Shares to
Purchaser.
NOW THEREFORE, in consideration of the promises and agreements set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each
intending to be legally bound hereby, do promise and agree as follows:
1. Sale and Purchase of Subject Shares. The Purchaser hereby subscribes to purchase the number of
shares of the Corporation’s Common Stock set forth below (the “Subject Shares”), for the purchase price
set forth below (the “Purchase Price”).
Number of Subject Shares:
7,500
Per Share Purchase Price $0.001
Purchase Price: $7.50
The subscription and purchase of the Subject Shares shall take place at a closing (the “Closing”) to be held
on or before 5:00 p.m. Pacific Standard Time, on the Effective Date, or on such other date and time as the
parties may agree to in writing. At the Closing, (i) the Parties shall execute this Agreement and such other
related transaction documents; (ii) Purchaser shall pay the Purchase Price to the Corporation by wire of
immediately available funds to the account designated by Corporation or via other mutually agreed payment
method; and (iii) the Corporation shall issue the Subject Shares to Purchaser. The Subject Shares shall be
represented by a stock certificate to be issued by the Corporation at the Closing.
2. Investment and Taxation Representations. In connection with the purchase of the Subject Shares,
Purchaser represents to the Corporation the following:
a. Purchaser is aware of the Corporation’s business affairs and financial condition and has
acquired sufficient information about the Corporation to reach an informed and knowledgeable decision to
acquire the Subject Shares. Purchaser is purchasing the Subject Shares for investment for Purchaser’s own
account only and not with a view to, or for resale in connection with, any “distribution” thereof within the
meaning of the Securities Act of 1933 (the “Securities Act”) or any state securities or “Blue Sky” laws.
Purchaser does not have any present intention to transfer the Subject Shares to any other person or entity.
b. Purchaser understands that the Subject Shares have not been registered under the Securities
Act by reason of a specific exemption therefrom, or any state securities or “Blue Sky” laws, which
exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as
expressed herein.
Stock Purchase Agreement Page 2 of 6
c. Purchaser further acknowledges and understands that the securities must be held
indefinitely unless they are subsequently registered under the Securities Act or an exemption from such
registration is available. Purchaser further acknowledges and understands that the Corporation is under no
obligation to register the securities.
d. Purchaser is familiar with the provisions of Rule 144, promulgated under the Securities
Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or
indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a nonpublic offering
subject to the satisfaction of certain conditions. Purchaser understands that the Corporation provides no
assurances as to whether he or she will be able to resell any or all of the Subject Shares pursuant to Rule
144, which rule requires, among other things, that the Corporation be subject to the reporting requirements
of the Exchange Act, that resales of securities take place only after the holder of the Subject Shares has held
the Subject Shares for certain specified time periods, and under certain circumstances, that resales of
securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this
Section 2(d), Purchaser acknowledges and agrees to the restrictions set forth in Section 2(e) below.
e. Purchaser further understands that in the event all of the applicable requirements of Rule
144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other
registration exemption will be required; and that, notwithstanding the fact that Rule 144 is not exclusive,
the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to
sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144
will have a substantial burden of proof in establishing that an exemption from registration is available for
such offers or sales, and that such persons and their respective brokers who participate in such transactions
do so at their own risk.
f. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of
Purchaser’s purchase or disposition of the Subject Shares. Purchaser represents that Purchaser has
consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of
the Subject Shares and that Purchaser is not relying on the Corporation for any tax advice.
g. Purchaser acknowledges that it has, alone or together with its representative, sufficient
knowledge and experience in financial and business matter to be capable of evaluating the merits and risks
of purchasing the Subject Shares. The Purchaser recognizes that purchasing the Subject Shares involves
certain risks, and the Purchaser has taken full cognizance of, understands, and is willing to bear the risks
related to the purchase of the Subject Shares.
3. Corporation’s Right of First Refusal. Before any Subject Shares acquired by Purchaser hereunder
(or any beneficial interest in such Subject Shares) may be sold, transferred, encumbered or otherwise
disposed of in any way (whether by operation of law or otherwise) by the Purchaser or any subsequent
transferee (each a “Holder”), such Holder must first offer such Subject Shares (or beneficial interest
therein) to the Corporation and/or its assignee(s) as set forth in this Section 3. The Corporation shall not
be required (i) to transfer on its books any Subject Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as owner of such Subject Shares to any
purchaser or other transferee to whom such Subject Shares shall have been so transferred.
a. Notice and Exercise of Proposed Transfer. The Holder shall deliver to the Corporation a
written notice stating: (i) the Holder’s bona fide intention to sell or otherwise transfer the Subject Shares;
(ii) the name of each proposed transferee; (iii) the number of Subject Shares to be transferred to each
proposed transferee; (iv) the bona fide cash price or other consideration for which the Holder proposes to
transfer the Subject Shares; and (v) that by delivering the notice, the Holder offers all such Subject Shares
Stock Purchase Agreement Page 3 of 6
to the Corporation and/or its assignee(s) pursuant to this section and on the same terms described in the
notice. At any time within thirty (30) days after receipt of the Holder’s notice, the Corporation and/or its
assignee(s) may, by giving written notice to the Holder, elect to purchase all or any portion of the Subject
Shares proposed to be transferred to any one or more of the proposed transferees, at the purchase price
determined in accordance herewith.
b. Purchase Price. The purchase price for the Subject Shares purchased by the Corporation
and/or its assignee(s) under this section shall be the price listed in the Holder’s notice. If the price listed in
the Holder’s notice includes consideration other than cash, the cash equivalent value of the non-cash
consideration shall be determined by the Board of Directors of the Corporation in its sole and reasonable
discretion. Payment of the purchase price shall be made, at the option of the Corporation and/or its
assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the
Holder to the Corporation and/or its assignee(s), or by any combination thereof within thirty (30) days after
receipt by the Corporation of the Holder’s notice (or at such later date as is called for by such notice).
c. Holder’s Right to Transfer. If all of the Subject Shares proposed in the notice to be
transferred to a given proposed transferee are not purchased by the Corporation and/or its assignee(s) as
provided in this section, then the Holder may sell or otherwise transfer such remaining portion of the Subject
Shares to that proposed transferee; provided that: (i) the transfer is made only on the terms provided for in
the notice, with the exception of the purchase price, which may be either the price listed in the notice or
any higher price; (ii) such transfer is consummated within ninety (90) days after the date the notice is
delivered to the Corporation; (iii) the transfer is effected in accordance with any applicable securities laws,
and if requested by the Corporation, the Holder shall have delivered an opinion of counsel acceptable to the
Corporation to that effect; and (iv) the proposed transferee agrees in writing to receive and hold the Subject
Shares so transferred subject to all of the provisions of this Agreement, including but not limited to this
section,, and there shall be no further transfer of such Subject Shares except in accordance with the terms
of this section. If any Subject Shares described in a notice are not transferred to the proposed transferee
within the period provided above, then before any such Subject Shares may be transferred, a new notice
shall be given to the Corporation, and the Corporation and/or its assignees shall again be offered the right
of first refusal described in this section.
d. Involuntary Transfers. Subject to the other provisions of this Section 3, in the event, at any
time after the date of this Agreement, of any transfer by operation of law or other involuntary transfer
(including, but not limited to, transfers by operation of law or other involuntary transfers in connection with
a divorce, dissolution, legal separation or annulment, but excluding transfers by will or intestacy) of all or
a portion of the Subject Shares by the record holder thereof that does not occur in accordance with the other
provisions of this Section 3, the Corporation shall have the right to purchase all of the Subject Shares
transferred at the lesser of the purchase price paid by Purchaser pursuant to this Agreement or the fair
market value of the Subject Shares on the date of transfer (as determined by the board of directors of the
Corporation). Upon such a transfer, the persons transferring or acquiring the Subject Shares shall promptly
notify the Secretary of the Corporation in writing of such transfer. The right to purchase such Subject Shares
shall be provided to the Corporation for a period of thirty (30) days following receipt by the Corporation of
written notice of the transfer.
4. Regulatory Disclosures. Purchaser agrees to provide the Corporation with certain information
relating to the Purchaser that may be required by law to be disclosed to governing regulatory authorities.
The Purchaser hereby authorizes and consents to the Corporation’s submission of all such required personal
information of the Purchaser.
5. Legend Requirements. The Purchaser understands and agrees that the Corporation shall cause the
legends set forth below, or substantially equivalent legends, to be placed upon any certificate(s) evidencing
Stock Purchase Agreement Page 4 of 6
ownership of the Subject Shares, together with any other legends that may be required by the Corporation
or by applicable state or federal securities laws:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN
THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE
SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT.”
“THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY
THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE STOCK PURCHASE
AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE
SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL
OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, AND RIGHT OF
FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.”
6. Miscellaneous.
a. Dispute Resolution. The terms of this Agreement shall be construed in accordance with
the laws of the State of California, as applied to contracts entered into by California residents within the
State of California, and to be performed entirely within the State of California. In the event of any claim,
demand, dispute, controversy or cause of action, arising out of or relating to any performance required
under this Agreement, or the interpretation, validity or enforceability hereof (each a “Claim”), the parties
hereto shall use their best efforts to settle the Claim. To this effect, they shall consult and negotiate with
each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable
resolution satisfactory to the parties. If the Claim cannot be settled through negotiation within a period of
seven (7) days, the parties agree to attempt in good faith to settle the Claim through mediation, administered
by a mediator mutually agreeable to the parties, before resorting to arbitration. If they do not reach such
resolution, or an agreed upon mediator cannot be identified, within a period of thirty (30) days, then, upon
notice by either party to the other they shall commence arbitration as set forth below. The parties agree to
submit any and all Claims, or any dispute related in any way to this Agreement and the services rendered
hereunder, to binding arbitration before JAMS. The arbitration shall be held in accordance with the JAMS
then-current Streamlined Arbitration Rules & Procedures (and no other JAMS rules), which currently are
available at: https://www.jamsadr.com/rules-streamlined-arbitration. The arbitrator shall be either a retired
judge, or an attorney who is experienced in commercial contracts and licensed to practice law in California,
selected pursuant to the JAMS rules. The parties expressly agree that any arbitration shall be conducted in
Fresno County, California. Each party understands and agrees that by signing this Agreement, such party
is waiving the right to a jury. The arbitrator shall apply California substantive law in the adjudication of
all Claims. Notwithstanding the foregoing, either party may apply to the Superior Courts located in Fresno
County for a provisional remedy, including but not limited to a temporary restraining order or a preliminary
injunction. The application for or enforcement of any provisional remedy by a party shall not operate as a
waiver of the agreement to submit a dispute to binding arbitration pursuant to this provision. In no event
shall a Claim be adjudicated in Federal District Court. In the event that either party commences a lawsuit
in Federal District Court or moves to remove such action to Federal District Court, the parties hereby
mutually agree to stipulate to a dismissal of such Federal Claim with prejudice. After a demand for
arbitration has been filed and served, the Parties may engage in reasonable discovery in the form of requests
for documents, interrogatories, requests for admission, and depositions. The arbitrator shall resolve any
disputes concerning discovery. The arbitrator shall award costs and reasonable attorneys’ fees to the
Stock Purchase Agreement Page 5 of 6
prevailing party, as determined by the arbitrator, to the extent permitted by California law. The arbitrator's
decision shall be final and binding upon the parties. The arbitrator's decision shall include the arbitrator’s
findings of fact and conclusions of law and shall be issued in writing within thirty (30) days of the
commencement of the arbitration proceedings. The prevailing party may submit the arbitrator’s decision
to Superior Courts located in Fresno County for an entry of judgment thereon.
b. Entire Agreement. This Agreement sets forth the entire agreement and understanding of
the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions,
understandings and agreements, whether oral or written, between them relating to the subject matter hereof.
c. Amendments and Waivers. No modification of or amendment to this Agreement, nor any
waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this
Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute
a waiver of that provision as to that or any other instance.
d. Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement,
and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their
respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation
may assign any of its rights and obligations under this Agreement. No other party to this Agreement may
assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement,
except with the prior written consent of the Corporation.
e. Notices. Any notice, demand or request required or permitted to be given under this
Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight
courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail
with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the
signature page, as subsequently modified by written notice, or if no address is specified on the signature
page, at the most recent address set forth in the Corporation’s books and records.
f. Severability. If one or more provisions of this Agreement are held to be unenforceable
under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the
parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as
if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance
with its terms.
g. Construction. This Agreement is the result of negotiations between and has been reviewed
by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be
deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or
against any one of the parties hereto.
h. Counterparts. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, and all of which together shall constitute
one and the same agreement.
i. Electronic Delivery. The Corporation may, in its sole discretion, decide to deliver any
documents related to this Agreement or any notices required by applicable law or the Corporation’s Articles
or Bylaws by email or any other electronic means. Purchaser hereby consents to receive such documents
and notices by such electronic delivery and agrees to participate through an on-line or electronic system
established and maintained by the Corporation or a third party designated by the Corporation.
Stock Purchase Agreement Page 6 of 6
IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the day and year first
above written.
Fresno Verde Public, Inc.
(“Corporation”)
By: _________________________
Name: Alejandro Calleres
Tile: CEO
(“Purchaser”)
_________________________
Jeffrey Henry
Exhibit I-2
Share Certificate
[insert on subsequent pages]
[REVERSE SIDE OF STOCK CERTIFICATE]
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
(THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE
ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE
COMPLIES WITH THE ACT.
THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A
RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE STOCK PURCHASE
AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH
MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, AND RIGHT OF
FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SECURITIES.
Exhibit J
Stock Ledger
[insert on subsequent pages]
Stock Issuance/ Transfer Ledger
of
FRESNO VERDE PUBLIC, INC.
a California Corporation
NAME OF STOCKHOLDER PLACE OF
RESIDENCE
CERTIFICATES ISSUED FROM WHOM
SHARES WERE
TRANSFERRED
(IF ORIGINAL ISSUE,
ENTER AS SUCH)
AMOUNT
PAID
THEREON
DATE OF
TRANSFER
OF SHARES
TO WHOM SHARES
WERE TRANSFERRED
CERTIFICATES
SURRENDERED
NUMBER OF
SHARES HELD
(BALANCE) CERT.
NO.
NO. OF
SHARES
DATE
ISSUED
CERT.
NO.
NO. OF
SHARES
Mushana Kelly________
001 51,000
11/19/2020 Original $51.00
Alejandro Calleres
002 34,000 11/19/2020 Original $34.00
Chris Henry
003 7,500 11/19/2020 Original $7.50
Jeffrey Henry
004 7,500 11/19/2020 Original $7.50
Unanimous Written Consent of the Shareholders Page 1 of 2
ACTIONS TAKEN IN LIEU OF
ORGANIZATIONAL MEETING BY
THE UNANIMOUS WRITTEN CONSENT OF
THE SHAREHOLDERS OF
FRESNO VERDE PUBLIC, INC.
Dated: November 19, 2020
Pursuant to the Articles of Incorporation and the Bylaws of Fresno Verde Public, Inc., a California
corporation (“Corporation”) and the laws of the State of California, the undersigned, comprising the
shareholders holding all of the issued and outstanding shares of common stock Corporation as of the date
hereof, do hereby approve the following resolutions to complete the organization of this Corporation by
unanimous written consent without a meeting.
These actions are taken in lieu of the organizational meeting of the shareholders of the Corporation. The
undersigned, comprising the shareholders holding all of the issued and outstanding shares of common stock
Corporation as of the date hereof, do hereby consent to taking the following actions without a meeting, in
accordance with the laws of the State of California. The undersigned, comprising the shareholders holding
all of the issued and outstanding shares of common stock Corporation as of the date hereof, do hereby waive
notice of the time, place, and purpose of this meeting, in accordance with the laws of the State of California.
RATIFICATION OF DOCUMENTS AND ACTS
WHEREAS, the shareholders were presented a copy of the following documents:
1. Actions of Incorporator
2. Actions of the Initial Meeting of the Directors
3. Articles of Incorporation (Exhibit A)
4. Bylaws of Corporation (Exhibit B)
5. IRS’ Notice of Assignment of EIN (Exhibit C)
6. Initial Statement of Information (Exhibit D)
7. Form of Common Stock Certificates (Exhibit E)
8. Stock Purchase Agreement with _Mushana Kelly___________ (Exhibit F-1)
9. Stock Purchase Agreement with Alejandro Calleres (Exhibit G-1)
10. Stock Purchase Agreement with Chris Henry (Exhibit H-1)
11. Stock Purchase Agreement with Jeffrey Henry (Exhibit I-1)
12. Stock Certificates (Exhibits F-2, G-2, H-2, and I-2)
13. Stock Ledger (Exhibit J)
14. Corporate Minute Book
RESOLVED, that the documents listed above have been examined by the shareholders, and are approved
and adopted, and that all acts taken and decisions reached, as set forth in such documents, be, and hereby
are, ratified and approved by the shareholders of the Corporation.
FURTHER RESOLVED, that all acts, proceedings, elections and appointments by the Incorporator and
Board of Directors of the Corporation and all acts of the Officers of the Corporation for said period be, and
the same hereby are, ratified and confirmed.
ELECTION OF DIRECTORS
WHEREAS, the shareholders considered whom to appoint as Directors of the Corporation.