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HomeMy WebLinkAboutC-20-117 - Elm Ave. Partners RedactedApplicant (Entity) Information Application Type Proposed Location Commercial Cannabis Business Permit Application C-20-117 Submitted On: Dec 04, 2020 Applicant Meilad Rafiei meilad@wecann.biz Applicant (Entity) Name: Elm Avenue Retail Partners 2020 DBA: -- Physical Address: 2763 Elm St. City: Fresno State: CA Zip Code: 93706 Primary Contact Same as Above? Yes Primary Contact Name: Meilad Rafiei Primary Contact Title: Consultant Primary Contact Phone: 7143933077 Primary Contact Email: meilad@wecann.biz HAS ANY INDIVIDUAL IN THIS APPLICATION APPLIED FOR ANY OTHER CANNABIS PERMIT IN THE CITY OF FRESNO?: Yes 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 and proposed location. Permit Type Retail (Storefront) Business Formation Documentation: S-Corporation Property Owner Name: Oregon Quality Investments LLC Proposed Location Address: 2763 Elm St., Fresno, CA City: Fresno State: CA Zip Code: 93706 Property Owner Phone: Property Owner Email: -- Assessor's Parcel Number (APN): 328-240-32 Proposed Location Square Footage: Supporting Information Application Certification Owner Information 9800 List all fictitious business names the applicant is operating under including the address where each business is located: none Has the Applicant or any of its owners been the subject of any administrative action, including but not limited to suspension, denial, or revocation of a cannabis business license at any time during the past three (3) years? No Is the Applicant or any of its owners currently involved in an application process in any other jurisdiction? No I hereby certify, under penalty of perjury, on behalf of myself and all owners, managers and supervisors identified in this application that the statements and information furnished in this application and the attached exhibits present the data and information required for this initial evaluation to the best of my ability, and that the facts, statements, and information presented are true and correct to the best of my knowledge and belief. I understand that a misrepresentation of fact is cause for rejection of this application, denial of the permit, or revocation of a permit issued. In addition, I understand that the filing of this application grants the City of Fresno permission to reproduce submitted materials for distribution to staff, Commission, Board and City Council Members, and other Agencies to process the application. Nothing in this consent, however, shall entitle any person to make use of the intellectual property in plans, exhibits, and photographs for any purpose unrelated to the City's consideration of this application. Furthermore, by submitting this application, I understand and agree that any business resulting from an approval shall be maintained and operated in accordance with requirements of the City of Fresno Municipal Code and State law. Under penalty of perjury, I hereby declare that the information contained in within and submitted with the application is true, complete, and accurate. Iunderstand that a misrepresentation of the facts is cause for rejection of this application, denial of a permit or revocation of an issued permit. A denial or revocation on these grounds shall not be appealable (FMC 9-3319(d)). Name and Digital Signature true Title Consultant Please note: the issuance of a permit will be determined based on the application you submit and any major changes to your business or proposal (i.e. ownership, location, etc.) after your application is submitted may result in a denial. All applications submitted are considered public documents for Public Records Act request purposes. For details about the information required as part of the application process, see the Application Procedures & Guidelines, City of Fresno Municipal Code Article 33 and any additional requirements to complete the application process. All documents can be found online via this link. For questions please contact the City Manager’s Office at 559.621.5555. Owner Name: Joseph Owner Title: Martin Owner Address: po box 60187 Owner City: Irvine 1 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA 1. Business Plan 1.1 Owner Qualifications Elm Avenue Retail Partners 2020 will be owned and managed by Justin Myles Ramirez (51%), a local City of Fresno resident, Joseph Martin (36.75% through Elm Avenue Investment 2020)* and Dan Chaves (12.25% through Elm Avenue Investment 2020)*. *Elm Avenue Investment 2020 will be a 49% entity owner, which is owned 75% by Joseph Martin and 25% by Dan Chaves. Justin Myles Ramirez Justin Myles Ramirez was born in Hermiston, Oregon in 1980.Mr. Ramirez moved to Huron, CA, at the age of one. In Huron, his dad began “Tri-City Engineering,” a Civil Engineering and Land Surveying company (30 years+ in operation). Living in Huron, a predominantly farm-labor based town, undeniably provided him with an early introduction to the unison relationship between work hard, business savviness, retail, and the importance of trust. His father owned a convenience store there, and his brothers owned laundromats, bakeries, and farms – all while simultaneously holding down with their primary careers. Mr. Ramirez first job was at his uncle’s snow cone and snack truck. Seeing the success his uncle had in this endeavor sparked his interest in business from then on. In 1988, when he moved to Fresno, Mr. Ramirez attended Clovis West high school and played Water Polo. Mr. Ramirez was also racing Downhill Mountain bikes on the NORBA Circuit (National Off-Road Biking Association) during this time. He attended Fresno City College and Heald Business College. Mr. Ramirez received my Associate of Arts degree from Heald in 2005 in Business Administration. He regularly participates in a number of outdoor recreation activities from hiking, cycling, ocean surfing, wake surfing, snowboarding, climbing, and disc golf. Mr. Ramirez has always had an active interest in being active. Mr. Ramirez also firmly believes what you put into your body, is what you can expect to get out of it, so eating right is also important to me. Being an avid traveler and snowboarder, mountain biker and hiker, Mr. Ramirez stays updated with the Bureau of Land Management, Department of Forestry, and Fish & Game, as certain new legislation may pertain to the ability or inability to participate in recreation in these areas. He is also a POW (Protect our Winters) member. POW is an organization of 130,000+ members that seek to preserve our winters and ensure a good ski season for years to come. 2 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA He has always gravitated towards new and exciting things. When Mr. Ramirez was introduced to the Casino business in 1998, Mr. Ramirez knew he had found a home. Mr. Ramirez loved the industry. Mr. Ramirez has worked in a card room, or Indian casino nearly all my life, and enjoy every min of it. Mr. Ramirez worked positions from bussing tables, to being a server, bartender, host, banker, card dealer and also a few years at being a Floorman at Club One Casino. He loves to learn and is constantly finding new ways subjects to learn. Mr. Ramirez feels as though it’s time to broaden his horizons, especially in these new worlds and changing times. With all his life experience, he has decided it is time to grow into and with a new industry. Mr. Ramirez feels that the cannabis industry is here to stay and provides ample opportunity for his growth. It just needs the right representatives in it, doing things the correct way this business will ultimately benefit the surrounding community and economy. Joseph Martin Joseph Martin’s passion for the cannabis industry and what it can do for patients is unequivocal; he has seen firsthand how the plant, when grown and produced properly, can change people’s lives. As recreational use comes more into focus, he has begun to see the benefits that usage can provide to everyday people, deepening his passionate and commitment. After a decade in the business, Joe has maintained an excellent track record of running successful cannabis businesses. Joseph has worked tirelessly to understand cannabis cultivation methods, retail business operations, product demand, and consumer trends. His 10 plus years in the industry have imparted a wisdom about best practices and how to meet the highest standards of the cannabis industry. Joseph is familiar with quality assurance procedures for the benefit of consumers, with regulatory compliance as demonstrated by the more than nine approved licenses held in other areas, with safety and security measures that have helped build his reputation, and with patient and customer engagement that has led to their full satisfaction. He has heavily participated in the direction and leadership of over ten profitable retail businesses and several cultivation businesses. Embracing the core values of integrity, innovation, and growth, Joe is excited to be entering the Fresno cannabis market. His constant self-learning and exploring of his industry is what boosted his status within the cannabis community. After putting himself through school, he graduated with his bachelor's degree from UC Irvine. When entering into the business world after graduating college, Joe knew he wanted a career where he could be his own boss. That lead him to obtain his real estate license at a young age. 3 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA While he was a young entrepreneur, Joe was always looking for the next step in his career. After seeing people around him suffer from debilitating diseases. Joe knew something had to be done. Taking his knowledge from his education and career, he directed his focus on cannabis. What keeps Joe truly motivated is his family. He loves spending every free minute he has with his wife, whom he calls his best friend. After a few years of marriage Joe and his wife knew they wanted to expand their family. His proudest moment was the birth of his twins, Sebastian and Julia. Being a father of twins has taught him more things than he would have ever imagined, and he would not have changed a thing. Joe jokes that after raising twins he could do anything. It wasn’t easy being an entrepreneur and balancing his family life, but Joe always puts his family first. Making time for his wife is something Joe holds closely to his heart. As Joe put it, “She is my rock.” Daniel Chaves Danny Chaves is the President and CEO of DDS and Protective Film Solutions. Both companies employee over 500 employees with revenues in excess of $25 million a year. Danny started his business with $400 while living on his mom’s sofa. "Fighting through the hurdles of building a small business from the ground up without any college education is something he is most proud of today. To run a successful business, he quickly learned how to stay ahead of industry trends, provide superior customer service and build loyal employee networks in order to Thrive. He loves being able to give people hope when life hasn’t treated them fairly. Being able so show people that a normal kid who grew up without much money was able to make something of himself by never giving up. Danny is happily married to his wife Tiffany and haven together for almost 16 years. They have a 5-year old boy (Jack) and a 3-year old girl (Ari). He spends any free time with his family traveling and enjoying life. Danny and his companies are involved is several charities including International Network of Hearts, Tilly’s Life Center Foundation, YMCA, Model Citizen Fund, Assistance League of Pomona and Thrive who supports under privilege orphanages in Mexico. Danny also traveled to underprivileged elementary schools to speak to children about Hope, Hard work and Dreams. He prides himself on the impact he can make on children at such a young age. Often times Danny will bring out various sports cars from work for the kids to see along with custom printed stickers that say “I am smart, I am strong and I can do anything” to remind them that anything is possible. 4Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA “I am ready to start my next challenge by getting into the Cannabis industry. I have seen first-hand through close friends and family members the amazing benefits of CBD and Cannabis. I believe in this industry and think there are so many answers that will help people live a much more relaxed and regulated lifestyle through natural medicinal treatment. I believe we are in the incubated stages of this industry and I want to be a good example to others. I want to be part of a legal and progressive company that can help people in a responsible way. Thank you for your consideration. I hope to be a role model and leader in the community by setting a professional example and healing others." Joe is dedicated to making Fresno successful in its cannabis endeavors. The number of successful licenses across multiple states makes him a great choice for any business. This experience will be utilized to steer all aspects of operations, including product selection and vendor vetting, customer education, site security, facility and sales floor design, and overall business management. A list of licenses Joe owns and operates is attached. 5 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA 1.2 Budget Below is the projection budget for the first six months of operation, including the necessary renovation, inventory, and startup costs. Our proof of funds demonstrates that across all owner accounts (totaling $X,xxx,xxx) we have the funding to meet well above the capital to cover the start-up costs. 7Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA 1.3 Proof of Capitalization Please find attached Proof of Capitalization in the appropriate Proof of Capitalization application submission space. Joseph Martin is the owner of Caldera Real Estate Investments LLC. 8 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA 1.4 Pro Forma The below Pro Forma gives an accounting of the revenue, profits, expenses, and margins that are projected for the first five years of business operations. Of particular interest to the City here is revenue projections and the tax the revenue we will be able to provide as a result of our conservative revenue projection. The following revenue projections are based on: 11 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA 1.5 Operations Hours We plan to be open from 9:00 am until 9:00 pm for both our retail storefront and delivery retail operations. Additionally, we plan to allow for 30 minutes on each side of our hours of operation for security and staff to prepare for the day and to close the store each night. This allows us to stay easily within the allowed hours of operation of 6:00 am – 10:00 pm as set forth by both the State of California and the City of Fresno. Opening Procedures Meanwhile, the general manager will begin their day by reviewing the previous day’s accounting numbers. They will first gather the cash and debit/credit card receipts from the drop safe. These will have been placed in the drop safe by the closing manager the previous night. They will then be compared to the sales records as they are entered in the POS system. The general manager will verify that these records all match, then reset the cash that is in the cash drawer for each POS terminal and log the starting cash amounts. Next, the general manager will review the previous day’s closing inventory amounts against the physical products and sales records. This will be done largely with the IndicaOnline software system in conjunction with our own inventory software. Each transaction will show the product type and amount sold and will accumulate to present the amount of each product and type that should remain. The general manager will verify that all product amounts match. By this time, the staff should have arrived. The general manager will address any issues or updates with the staff and the security guard before the front public entrance is unlocked. The staff will go to their assigned locations for the day, and the general manager will unlock the front public entrance for the day at exactly 9:00 am. 12 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA Closing Procedures Our closing procedures begin at 8:45 pm to ensure that we are able to clear the premises of all customers by 9:00 pm sharp. At 8:45 pm, customers that are in the retail sales room will be advised that the location will be closing in 15 minutes and that they should make their final selections and purchases. This will ensure that no customers are left feeling rushed out as it gets even closer to 9:00 pm. At 8:50 pm, the screening receptionist will be instructed to not allow any more customers to enter the facility. Anyone who comes to the front entrance will be turned away by the security guard and asked to return the following day. At 9:00 pm exactly, any remaining customers will be asked to leave the facility as we will be closed. At this point, retail sales associates will be trained to not proceed with any final sales and will instead ask any customers who are still undecided to please come back the following day. Once the public has been cleared from the location, the staff and assistant manager on duty will begin their closing procedures for the night. The staff will have minimal tasks but will be required to close out their assigned cash drawers and organize anything out of place in the retail sales room. This includes locking up any storage units. The assistant manager will assist with the cash-out process for employees and will then collect the remaining cash and credit/debit receipts to place in the drop-box for the general manager the next morning. The assistant manager will also verify that all storage units for cannabis products have been locked up and will print the day’s sales reports to leave for the general manager. 1.6 Daily Operations i. Describe customer check-in procedures. In accordance with local and state guidelines, we will not allow any customers to enter the facility if they are under 21 years old without a physician’s recommendation, if 13 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA they are under 18 regardless of any physician recommendation, or if they are unable to provide identification to prove their eligibility to purchase cannabis products. As the customer approaches the front entrance, they will be greeted by our third party security guard and asked to present their identification. Valid identification as allowed by the BCC and the City of Fresno will display the customer’s date of birth, name, and photo. The security guard will be trained to recognize all specific approved forms of identification. Additionally, all staff will be trained to visually detect likely counterfeits. If the security guard verifies that the ID looks valid and that it matches the person who presented the ID, the customer will be allowed to enter the screening lobby. In the screening lobby, the receptionist will once again need to verify the customer’s identification. The receptionist will also begin with a visual check of the ID and will once again ensure that the photo matches the person that is presenting the identification. They will then be able to scan it using a smart ID scanner that will be incorporated into the POS system at the reception desk. This will trigger the creation of a customer profile if it is a new customer, or will pull up their existing profile is the customer has come before. If it is a returning customer, the receptionist will ask to make sure that all information is still valid. If the person is a new customer, the receptionist will manually enter all information into the customer profile. We find this profiles to be important tools not only in providing excellent service to each customer, but also to provide warnings for allowed purchase limits or medicinal status. Each profile will include at minimum the person’s name, date of birth, age, photo, and if they are authorized for medical or adult-use purchases. If they are verified for medical use, their profile will also display the name of their physician, their physician’s address, license number, and phone number, and the customer’s medical number and allowable daily purchase limit. Once the ID has been verified, if the customer is over 18 but under 21 and has a physician’s recommendation, they will need to present this to the receptionist for further validation. The receptionist will verify the medical recommendation card against the California Department of Public Health’s Medical Marijuana Identification Card system. This will ensure that the recommendation card is valid. Should any individual be unable to provide satisfactory identification to demonstrate their eligibility to purchase cannabis, they will be asked to leave the facility. If an individual who is over 21 presents a medical recommendation card that has expired or is otherwise invalid, they will be allowed to stay, but will only be able to make purchases within adult-use guidelines. 14 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA Provided all verification is successfully completed, the customer will then be allowed to enter the retail sales room as space is available. Of note as we discuss check-in procedures is that the front entrance for the screening lobby will also be where vendors, contractors, law enforcement, regulators, or any other visitors will enter. When they arrive, they will be asked by the receptionist to provide their name, the name of the employee they are meeting with, and the purpose of their visit. The receptionist will then call the named staff member to let them know of their visitor. The staff member will verify the nature of the visitor and can then escort them to any limited access areas required for their purpose of visit. The staff member will then be required to remain with the visitor at all times during their visit to the facility. Before entering any limited access areas, the staff member will need to log their entrance. This log will be at the entrance to each limited access area and will require the following information: • Name of visitor • Time of entrance • Time of exit • The name of the limited access area being entered • Purpose of the visitor • Name of the employee that is supervising the visitor Retail Sales Procedures After a customer has been verified and their profile has been created, the screening receptionist will allow the customer to enter the retail sales room. This is where all retail sales will occur. The entrance to this room will be controlled by the screening receptionist via an electronic “buzz-in” system. This will be an electronic lock on the entrance to the retail sales room. The receptionist will have a button that will allow the lock to be temporarily disengaged for long enough to allow the customer to open the door and enter. This entrance will be in full view of the security guard and the screening receptionist to ensure that no additional individuals are allowed to enter with another customer. Within the retail sales room, we will enforce a strict 1:1 ratio of customers to employees. This is for two purposes- enhanced security and individualized service. By keeping a low customer to employee ratio, all customers will be well supervised within the retail sales room at all times. Additionally, employees will be able to pull up each customer’s profile to verify that they are eligible for purchases and the limit they are allowed for purchases based on their medical or recreational use status. As the employee 15 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA works with the customer, they will also be trained to ask about the customer’s intended uses, preferences, and experience levels. These answers will inform the recommendations that the staff member will make to the customer. We know there are an almost-overwhelming number of options presented because all customers will have different preferences and tolerances. Our employees are here to help customers navigate these choices to find their best products. As the customers are making their decisions, employees will gather products that they are intending to purchase. It is important to note that the customers will not at any time be able to hold onto any products that they have not purchased. Rather, the employee will meet the customer at the POS terminal when the customer is ready to check out and will bring their selected products to the register. The employee stationed at the POS terminal will then re-verify the customer’s identification and, if applicable, their physician’s recommendation. They will also verify that the customer’s purchase does not exceed their daily purchase limit (28.5 grams of nonconcentrated marijuana in a single day per single adult-use customer, or as specified by a medical-users physician). Once the employee at the POS terminal verifies the customer, they will continue with the transaction. We will accept all forms of payment except personal checks or EBT cards. Once the purchase is complete, the employee will place all products in an opaque, child-proofed, sealed package before handing it to the customer. At this point, the customer will be required to leave the facility. We do not allow loitering anywhere on the premises, so customers will not be permitted to wait around in either the screening lobby or the retail sales room. Additionally, all limited access areas will be clearly indicated, so customers will not accidentally try to enter any restricted areas. We would also like to make a special note about how COVID-19 will affect our operations. Though new information is presented almost daily, it is believed that many procedures will remain long-term and become the “new normal” for businesses. We are committed to following all State of California and local Fresno guidelines for combatting the spread of the virus. This includes social distancing requirements and personal protective equipment guidelines. To help our customers and employees enjoy a safe experience while at A, we will have social distancing spacing indicators on the floors of our retail area and lobby, line spacing and management. We will also provide employees with masks and gloves that will be required for the duration of their shifts and we will have hand sanitizer available to all customers, employees, and other guests. We will also have antibacterial wipes that will be used on all commonly touched surfaces throughout the day and at closing and opening. 16 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA ii. Identify location and procedures for receiving deliveries during business hours. Intake location All product intake will occur only at the designated vendor entrance. This will be accessible only through the vendor entrance gate, which will be opening only by the security guard. This vendor entrance provides direct access to the product storage room. The route from the entrance to the storage room will be fully within the limited access area, so no members of the public or unauthorized persons will be able to access product while it is being moved. Intake procedures The intake process is based on ensuring the safety of the products that we receive and the accuracy of all product tracing. This involves ensuring that all product transfer is done securely, all product is verified against the order, and a brief inspection of all product is conducted to ensure that product is compliant. This starts as the vendor arrives at the facility. Before entering the premises through the vendor entrance gate, the vendor will be required to let the security guard know their name and the name of the distributor they are representing. The security guard will verify that this delivery is expected with the manager on duty. When the manager confirms the delivery, the guard will allow the vendor to drive onto the facility and go immediately to the vendor entrance for product offloading. While the vendor enters and goes to park at the vendor entrance, the manager will come to meet the vendor and unlock the vendor entrance door. The security guard will stay with the vehicle during the unloading process. The manager will then log the vendor on the limited access log, as described previously. Once this log is filled out, the vendor can begin to bring the product into the storage area. All product will then remain within the storage area until it is required in the retail sales room. Once the unloading is completed, the manager will review the invoice provided by the vendor against the expected invoice. Should there be any discrepancies, this will immediately be brought up with the vendor and a solution will be decided upon. Once the invoice is checked against the order, the product will need to be verified. The manager will do this by entering all product and delivery information into the IndicaOnline software, which will link the information in to the Track-and-Trace records. As information is entered, the software will verify that all the product information is accurate and that testing was successfully completed. The manager will need to physically verify the packaging and labels in addition to verifying that all Track-and-Trace records are present for the product. If any product is not compliant, whether this is 17 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA because it is missing a label, is expired, the label is missing information or if the product is not compliant based on information from within the Track-and-Trace record, we will refuse to accept the product. Additionally, if the packaging is damaged, is not child-proof, or appeals to children, we will not accept the product. Any products that we refuse for non-compliance will also be logged within Track-and-Trace along with a reason for the refusal. After all information and products are verified, the deliver is complete. The vendor will then sign an intake log sheet that will require their name, licensee name, licensee number, and the date and time of the delivery. The gate will then be opened to allow the vendor to leave. The manager will then sort, catalog, and organize all product within the storage area. iii. Identify the name of the Point-of-Sale system to be used and the number of Point of-Sale locations. We will be utilizing the IndicaOnline POS system. This system has an integrative functionality that allows us to more easily enact many procedures that enhance our security, tracking, and compliance. Specifically, IndicaOnline combines a Point-of-Sale system with financial tracking, Track-and-Trace recording, and an added ID scanner and profile creation. We anticipate having five designated Point-of-Sale terminals. These will be located in the retail sales room and access will be limited to only authorized staff. We will also have two additional IndicaOnline terminals- one in the screening reception area that will have an ID scanner and profile creation functionality, and another that will be in the storage area to allow for inventory tracking and Trace-and-Trace recording upon delivery and movement into the retail sales room. iv. The estimated number of customers to be served per hour/day. We anticipate that we will serve approximately () customers per hour, totaling approximately () per day. Further, of these total amounts, we anticipate that () will be assisted in our retail storefront location, while () will be served by our delivery services. v. Describe the proposed product line to be sold and estimate the percentage of sales of flower and manufactured products. We are fully committed to providing the best possible products for our customers. This commitment leads us to constantly seek out the best suppliers with the highest quality products. Our experience has allowed us to establish many relationships with some of the best suppliers across California. However, we also are eager to build up the community and local economy of Fresno as we seek to become a part of the community. We hope to do this by quickly establishing similar working relationships with local 18 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA suppliers. As part of this effort, we intend to have a section of our location devoted specifically to locally produced products. In the meantime, we will rely heavily on the relationships we have already established. We have found the products that we propose carrying to be consistently high quality through our diligent monitoring efforts. These efforts begin with our talks with the suppliers. We learn about their product and what they do to ensure they are producing only the best quality of products. As we operate and receive and sell these products, we then record all poor-quality products that we receive. This includes any products that are received in a degraded state, are recalled, or receive negative feedback from customers. We will also track which products do not sell as well, as this is the surest indicator of customer preferences. This constant feedback cycle allows us to review and revise our product offering to always have the best products available. List of Proposed Products Bloom Farms 0.5g Indica Refill Cartridge 0.5g Sativa Refill Cartridge 0.5g Hybrid Refill Cartridge 0.5g Indica Single Origin Cartridge 0.5g Sativa Single Origin Cartridge 0.5g Hybrid Single Origin Cartridge 0.5g Indica Pax Era Pod 0.5g Sativa Pax Era Pod 0.5g Hybrid Pax Era Pod Brass Knuckles 1g SFV OG Cartridge 1g Tahoe OG Cartridge 1g Grape God Cartridge 1g Skywalker OG Cartridge 1g Blueberry OG Cartridge 1g Sour Diesel Cartridge 1g Tangie Cartridge 1g Strawberry Cough Cartridge 1g Blue Dream Cartridge 1g Jack Herer Cartridge 1g Banana OG Cartridge 1g Forbidden Fruit Cartridge 1g Gelato Cartridge 1g Abracadabra Cartridge 1g Gorilla Glue Cartridge 1g Do Si Dos Cartridge Caviar Gold 19 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA Caviar Silver Strawberry Cavi Cone Grape Cavi Cone Raspberry Cavi Cone Apple Cavi Cone Vanilla Cavi Cone Original Cavi Cone Sativa Green Hornet Indica Quad Chew CBD Green Hornet Hybrid Quad Chew CBD/THC Mix Chew Cheeba Chews Sativa Quad Chew Indica Green Hornet Hybrid Deca Chew Hybrid Green Hornet Pure CBD Chew Flow Kana Lambo OG Gorilla Cookie Skywalker OG Grease Monkey Fire OG Emerald OG Grape Ape Sour Diesel Strawberry Banana Lemon Sour Diesel Blue Dream Key Lime Pie 3 Kings Purple Diesel Northern Lights Cherry AK Blue Cheese Holy Grail OG Sour Pineapple Copper Rhino Pineapple Tsu Heavy Hitters 1g Malibu OG Cartridge 1g Diablo OG Cartridge 1g Pink Kush Cartridge 1g Skywalker OG Cartridge 20 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA 1g Blueberry Cartridge 1g Northern Lights Cartridge 1g Grape Ape Cartridge 1g Tangie Cartridge 1g Strawberry Cough Cartridge 1g Blue Dream Cartridge 1g Sour Diesel Cartridge 1g Jack Herer Cartridge 1g Gelato Cartridge 1g Strawnana Cartridge 1g 710 Connoisseur Cartridge 1g Wedding Cake Cartridge 1g Girl Scout Cookie Cartridge 1g Pineapple Express Cartridge 1g OG Kush Cartridge 1g Gorilla Glue Cartridge HoneyVape 1g Skywalker OG Cartridge 1g Lemon Cookies Cartridge 1g GDP Cartridge 1g Blackberry Kush Cartridge 1g Green Crack Cartridge 1g Sour Diesel Cartridge 1g Jack Herer Cartridge 1g Trainwreck Cartridge 1g Tangerine Dream Cartridge 1g Strawberry Kush Cartridge 1g OG Kush Cartridge 1g GG4 Cartridge 1g GSC Cartridge 1g Blue Dream Cartrdige 1g Trident CBD Cartridge Jetty Vanilla Chamomile Jetty Botanic Cartridge Orange Peel Anise Jetty Botanic Cartridge Chai Jetty Botanic Cartridge Reckless Rainbow Jetty Gold Cartridge Alien OG Jetty Gold Cartridge Zkittlez Jetty Gold Cartridge Maui Wowie Jetty Gold Cartridge Do Si Dos Jetty Gold Cartridge Super Lemon Haze Jetty Gold Cartridge Zkittlez Pax Era Pod Do Si Dos Pax Era Pod Sunset Sherbet Pax Era Pod Northern Lights Pax Era Pod Maui Wowie Pax Era Pod Super Lemon Haze Pax Era Pod Sour Tangie pax Era Pod 21 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA Blue Diesel Pax Era Pod Alien OG Pax Era Pod Reckless Rainbow Pax Era Pod Girl Scout Cookies Pax Era Pod Headband Pax Era Pod Cannatonix CBD Pax Era Pod 3:1 THC/CBD Jetty Cartridge Kingpen 1g King Louis Cartridge 1g Blue Dream Cartridge 1g Jack Herer Cartridge 1g Cali-O Cartridge 1g Super Lemon Haze Cartridge 1g Three Kings Cartridge 1g Gelato Cartridge 1g Skywalker OG Cartridge Kiva 100mg Tangerine Dark 100mg Vanilla Chai 100mg Mint Irish Cream 100mg Blackberry Dark 100mg Milk Chocolate Bar 100mg Dark Chocolate Bar 1:1 Ginger Dark Chocolate 100mg Terra Espresso Bites 100mg Terra Blueberry Bites 100mg Petra Eucalyptus Mints 100mg Petra Moroccan Mints Korova 100mg Saturday Morning Mini Cookies 100mg Peanut Butter Mini Cookies 100mg Ginger Chew Mini Cookies 100mg Chocolate Chip Mini Cookies 100mg Oatmeal Glaze Mini Cookies 100mg Lemon Poppy Mini Cookies 100mg Double Chocolate Mini Cookies 100mg Fifty One Fifty Mini Cookies 100mg Black Bar Bites 150mg CBD Vanilla Bean Mini Cookies Kurvana 1g Northern Lights ASCND Cartridge 1g Lunar OG ASCND Cartridge 1g Earth OG ASCND Cartridge 1g Purple Punch ASCND Cartridge 1g Amnesia Haze ASCND Cartridge 1g Key Lime ASCND Cartridge 22 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA 1g Tangie Dream ASCND Cartridge 1g Candy Jack ASCND Cartridge 1g Cosmic Glue ASCND Cartridge 1g Pink Sherbet ASCND Cartridge Silver ASCND Battery Gold ASCND Battery Kushy Punch 200mg TKO Gummy 100mg Hybrid Gummy 100mg Indica Gummy 100mg Sativa Gummy 60/30 Recover Gummy 100mg CBD Gummy Los Angeles Kush 1g Federal Reserve Cartridge 1g ILL OG Cartridge 1g Purple Tangie Cartridge 1g Kushberry Cartridge 1g Jackpot Cartridge 1g Black Gelato Cartridge 1g Los Angeles Kush Cartridge 1g CBDiesel Cartridge Los Angeles Kush Battery THClear 1g GSC Disposable Pen 1g Gorilla Glue Disposable Pen 1g Presidential OG Disposable Pen 1g Animal Cookies Disposable Pen 1g King Louie XIII Disposable Pen 1g Master Yoda Disposable Pen 1g Sour Diesel Disposable Pen 1g Super Lemon Haze Disposable Pen 1g Tangie Disposable Pen 1g Skywalker OG Disposable Pen 1g Blueberry Diesel Disposable Pen Sol Distro CBD Living Water (24bottles) CBD Living Patch High Gorgeous Plain Jane Lotion High Gorgeous Pina CoCanna Butter Kush Queen Awaken Bath Bomb Kush Queen Sleep Bath Bomb Kush Queen Relieve Bath Bomb Kush Queen Love Bath Bomb Kush Queen Relax Bath Bomb 23 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA Trokie Indica 120mg Trokie Sativa 120mg Trokie CBD Relief Patches Yummi Karma 1:1 Tincture Yummi Karma 4:1 Tincture Yummi Karma 20:1 Tincture Yummi Karma Drift Away Yummi Karma Mood Magic Tree Base Klear 0.5g King Louis OG Kart 0.5g WiFi OG Kart 0.5g Mendo Breath Kart 0.5g Agent Orange OG Kart 0.5g Lemon Jack OG Kart 0.5g Gelato Kart 0.5g Berry White Kart vi. If proposed, describe delivery service procedures, number of vehicles and product security during transportation. Initially, we anticipate that our delivery service will require two to three delivery vehicles. These vehicles will be directly and owned by A. They are specially designed for transporting cannabis products in a safe, organized, and secure method. They accomplish this primarily with locked shelving cages inside each vehicle. Additionally, they have a separation between the cab of the van and the opaque rear. The solid rear area will ensure no one is visibly able to see the product within the van. Should the need for more vehicles arrive, we will either purchase additional similarly-outfitted vehicles as costs allow, or we will use employee-owned vehicles. If we make use of employee owned vehicles we will ensure that they are fitted to be fully compliant with all local regulations. This includes GPS tracking, an alarm system, automatic locks, and proper storage compartments and storage capacity. Our delivery process will begin when an order is placed. Orders can be placed by customers either over the phone or online. Online, customers will also be asked to upload a copy of their valid identification so that we can match the order to a customer profile and do a preliminary verification of the identification before the driver arrives with the delivery. All payment must be completed at this point. This can be done via credit or debit card. No cash or other forms of payment can be accepted by the drivers. Once the order is placed, the retail delivery driver and the manager will retrieve the ordered products from the storage area and move it to one locked compartment within 24 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA the delivery vehicle. The manager will update the Track-and-Trace records and the inventory records to indicate the movement of the product. The information updated will include: • Name and type of the cannabis goods. • Unique identifier of the cannabis goods. • Amount of cannabis goods ordered, by weight or count, and total wholesale cost of the cannabis goods, as applicable. • Date and time of the activity or transaction. • Name and license number of other licensees involved in the activity or transaction. When at least five orders have been stacked and loaded into the vehicle, the manager and driver will review each order for accuracy. The manager will provide a delivery order receipt for each delivery to verify this. The information included on these receipts will include: • The name and address of the licensed retailer • The first name and employee number of the licensed retailer’s delivery employee who delivered the order • The first name and employee number of the licensed retailer’s employee who prepared the order for delivery • The first name of the customer and a licensed retailer-assigned customer number for the person who requested the delivery • The date and time the delivery request was made; • The delivery address • A detailed description of all cannabis goods requested for delivery. The description shall include the weight, volume, or any other accurate measure of the amount of all cannabis goods requested • The total amount paid for the delivery, including any taxes or fees, the cost of the cannabis goods, and any other charges related to the delivery. • Upon delivery- the date and time the delivery was made, and the handwritten or electronic signature of the customer who received the delivery. After the driver and manager verify the orders, the manager will create an electronic delivery manifest with the addresses for deliveries and the products for each delivery. This delivery manifest will include: • The addresses • The type of good • The brand • The retail value 25 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA • The UID • The weight, volume or other accurate measures of the quantity of the cannabis good. The driver will then begin the deliveries. The driver will be required to follow the manifest and order of all deliveries and will update the electronic manifest as they complete each delivery. This will then reflect what orders have been delivered, and which product is still on the vehicle. As the driver arrives at each address, the driver will ensure that the location meets all regulations. This means that the address is for a private residence, not a public way, school, park, or public or other unauthorized land. The driver will then proceed with the sale. The customer will meet the drier and present their ID form. The driver will perform the same visual preliminary verification check of the ID as the storefront employees would, before then scanning it with their portable IndicaOnline POS unit. This unity will verify the customer’s ID and will access the customer’s profile. The driver will then update the transaction in the POS. While the driver is verifying the customer’s ID, the driver will have the vehicle fully locked. Since all payment has already been handled, the driver will need to only present the customer with the correct product. If a customer refuses any part of their delivery, or if they are unable to present sufficient identification to demonstrate their eligibility for cannabis purchases, the product will be kept in the delivery vehicle and the manager will refund their card from back at the physical premises. Once the delivery is completed, the mobile POS unit will ask for a signature from the customer to confirm the delivery. A receipt will then be provided and a copy of the receipt will be maintained. For security, our drivers will be required to stop only at the addresses on the manifest. They will have scheduled breaks that they will also be required to return to our retail facility for. Each delivery will be stacked with orders such that all orders will be completed within approximately 3-hour intervals. This keeps the amount of product on the vehicle to a minimum (we have a limit of $5,000.00 of product on a vehicle at any time), and allows the driver to be back to the facility for all scheduled breaks and meal times. Each delivery stack will include a minimum of five orders. Each time that the driver returns to the facility, any products that were refused by the customer and is still in the vehicle will be unloaded immediately. If the reason for the 26 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA refusal is minor, like a change of mind, the product will be returned to the inventory and back into the storage area. However, if there was a significant reason, like damage or degradation, the product will be destroyed and the records will be updated in the Track- and-Trace software. 1 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA 2. SOCIAL POLICY AND LOCAL ENTERPRISE PLAN As players in the cannabis industry, Elm Avenue Retail Partners 2020 has observed the successes that have made the legalization battle undeniably worth fighting, as well as the failures that have beset as a result. On the one hand, cannabusinesses provide access to a demanded consumer product, create flourishing business and employment opportunities, and increase tax revenue. On the flipside though, the industry as a whole has been viewed as the next easiest way to get rich quick and has attracted a particular strain of entrepreneur that possesses little regard for the communities that they enter. Elm Avenue Retail Partners 2020 is not such entrepreneur. We are significantly averse to that mindset and what it has done to some of the industry. The history of cannabis in America is not the best platform upon which more big, indifferent, and disconnected business is justified: too much damage has been left in the wake of the cannabis laws and too many disadvantaged lives have been further hindered by the enforcement of laws. Elm Avenue Retail Partners 2020’s belief is that within all the progress made in cannabis liberalization, much remains to be done to ensure that cannabusinesses become active, compensatory, and contributory community partners. Our objective is to make that a reality. The creation of that reality begins at home – in our facility and in the city of Fresno. This section will detail the manner and extent to which Elm Avenue Retail Partners 2020 will become a community partner through its employment opportunities, offerings, and local business development. 2.1. Describe whether the Commercial Cannabis Business is committed to offering employees a Living Wage. Elm Avenue Retail Partners 2020 is fully committed to providing employees a Living Wage, adjusted on an annual basis to keep pace with inflation, the cost of living, and promotions. The Living Wage for Fresno based on the statistical analysis done by the Massachusetts Institute of Technology and is adjusted as needed to reflect real-life real-time costs and the necessary wages to meet those costs. At present, the Living Wage for Fresno is based on the different levels of dependents that any individual person is supporting. Rather than offer a blanket salary or salary range per position, Elm Avenue Retail Partners 2020 will consider the status of the individual applying for the various positions we have. Given the level of commitment we have to social equity as a principle, we will partly base our salaries upon the individual living circumstances of each employee. This is not to say that, within the same employee title, we will pay an employee that has no dependents and a working spouse $9.61 whilst paying an employee that is supporting up to four people . The gap in this pay is simply too large across the same job title for us to justify paying different employees at these widely different rates. 2 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA As an amicable solution, Elm Avenue Retail Partners 2020 will take the midpoint of this lower range ( ) and the upper range ($ ), which is ~$ . This maintains a level of equity across pay scale while still going a long way toward capture a much of the range of possible employee circumstances. Paying the lowest-level employees $ to start with many clear opportunities for advancement and with social equity circumstances being a factor in promotions when all else is equal. This pay rate is also on par with that of the average median income of Fresno, which is $ , and well above the minimum wage rate of $ an hour. Our pay scale is thus as follows: In all these calculations and percentages, there is one thing we are 100% certain of: the commitment Elm Avenue Retail Partners 2020 has to pay all employees a wage that enables them to live the life that they want to and support their families, present clear paths to advancement, and give them access to opportunities for career growth both in and out of the cannabis industry. 2.2. Briefly describe benefits provided to employees such as health care, vacation, and medical leave, to the degree they are offered as part of employment. Beyond the highly competitive compensation Elm Avenue Retail Partners 2020 offers to all its employees, each employee will be offered a full standard benefits package, which will include: 3 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA • medical insurance • vision insurance • dental insurance • long- and short-term disability • life insurance • health savings account or flexible spending account • child-care savings account • 401k or IRA matching and retirement account management • paid time off: o 10 days paid vacation, o 10 days paid personal, bereavement, and sick leave o Maternity/paternity/family leave o flexible work scheduling • subsidized health club/gym memberships • subsidized public transit • legal assistance buy-in • assistance for educational and training classes and degree programs As an operator in a non-traditional industry, Elm Avenue Retail Partners 2020 will also be offering an additional array of non-traditional benefits. Specific to the cannabis space and in line with our desire to assist those that have been most impacted by cannabis laws, Elm Avenue Retail Partners 2020 will work 2.3. Describe compensation to and opportunities for continuing education and employee training. Cannabusinesses are in a very unique position to offer employees multiple pathways to stable and sustainable career - including and especially those that are in a disadvantaged social, economic, or employment position. The hiring practices Elm Avenue Retail Partners 2020 will implement will undoubtedly result in the recruitment of individuals that are getting on their feet again or for the first time, individuals with past drug convictions, and individuals looking to escape difficult life circumstances. In this regard, Elm Avenue Retail Partners 2020 can serve as the conduit for transforming the life paths of these individuals and equipping them with an enormous set of skills for success beyond our doors. Elm Avenue Retail Partners 2020 is fully invested in the lives of our employees and their families, both when the work for us and into the future. Elm Avenue Retail Partners 2020 will provide a comprehensive training and educational program for employees to enable them to become skilled in all aspects of our cannabis dispensary business and knowledgeable about cannabis and the complex laws regulating it. Employees will be taught best practices, ethical practices, and the standards and procedures for the safe and compliant operation of the business. 4 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA Our training program will be an evolving apparatus that changes and adapts to circumstances surrounding our operations, regulations, and industry best practices. Comprehensive orientation training will include a period of time (no less than ten business days) during which the new employee will shadow existing employees (with similar job descriptions) performing their duties. At the outset of operations, we will bring in employees and managers from our various locations across California to train the new hires at the Fresno location. New hires are also provided with an employee handbook and view an in-house presentation that covers information on all our product offerings. We have an existing archive of cannabis-based presentations, SOP and procedural guides and a host of other information collected through our years of operations that contains thousands of pages of information which is provided to new hires. The training program starts with a 5-day orientation program. The orientation program begins with an assessment test to gauge every employee’s prior cannabis and compliance knowledge. Over the course of the 5-day program, employees will listen to and engage in multiple training modules, covering topics such as cannabis and product knowledge, sales strategies, customer service expectations, operations, rules and regulations, point of sales systems, and our company environment and culture. Drivers will be subject to additional training that encompasses the specific tasks, procedures, rules and regulations, logging, and mobile POS system operation. Additionally, training will include research hours, where the staff will be instructed to research different cannabis products individually and then teach their fellow staff members what they learned. We also have scheduled blocks of time in the orientation program for our vendors to come teach our staff members about their products. Each day of the program, staff members will participate in mock sales, allowing them to get comfortable speaking about our products, using the POS system and processing fake transactions. The orientation program concludes with an exit test, allowing management to identify which topics each employee may still need to obtain extra guidance. This allows our management to provide each employee with individualized assistance and training following the orientation program. After formal training is complete, new employees are overseen and observed by management for the first 30 days of their employment to determine whether they have sufficient training and knowledge to perform their tasks or require additional training. This includes all procedures, product knowledge, compliance and regulations, operational software, POS systems and other equipment and information that is utilized during day- to-day operations, for both in-store and on delivery routes. As needed, managers will accompany delivery drivers on their routes, overseeing their skills and knowledge on procedure. 5 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA There are four aspects of this knowledge and skills transfer that Elm Avenue Retail Partners 2020 will impart to all employees through on the job training and mentorship from managerial staff: 1. Soft skills Whether working front and center with customer or behind the scenes in some capacity, all employees will have the opportunity to hone the development of immeasurable aptitude that are required to succeed in any work place, often called “soft skills.” In roles as Sales Associates, Delivery Drivers, and Receptionist, capabilities such as critical thinking, interpersonal relationships, written and verbal communication, project management, and leadership will be integrated into the performance of job responsibilities. Managers, leads, and owners who oversee the execution of these positions will work directly with each employee to guide and mentor them in the acquisition and sharpening of these skills. 2. Hard skills Nearly all employers want well-qualified candidates that can demonstrate proficiency in any number of tangible skills. These range from math and accounting, varying software and suite uses, computer operation, languages, and legal and informational analysis. In particular to cannabis, the utilization of Point of Sales systems and the understanding of the very strict regulations surrounding cannabis sales and control are exceedingly important. Where necessary, specific trainings will be provided to all employees (METRC/POS, regulations, software programs) in a formal module or seminar fashion, while others such as financial and accounting skills and overall business management will be imparted through job functioning and interaction with managers and owners. 3. Cannabis-specific knowledge The cannabis space is growing rapidly and there will remain ample opportunities for candidates to get involved in the industry at every level. While not all employees will stay with our company or within the cannabis industry itself, many will and cannabis jobs will remain a viable career path for employees. Elm Avenue Retail Partners 2020 wants to provide them all the knowledge necessary for that to happen. Employees will be trained on all of the following cannabis-specific subjects: - Product types, effects, strengths, ratios, and dosage - Consumption methods - Daily limits - Growing techniques - Manufacturing techniques - Storage and care - Impairment 6 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA In addition to these provided trainings, there always remains more to be learned about the intricacies of both the cannabis plant and the cannabis industry. Elm Avenue Retail Partners 2020 employees will have the opportunity to stay up to date on all things cannabis and expand their knowledge via our sponsorship of attendance to conventions, seminars, and workshops in the cannabis space. Our retail location can be seen as doubling as hands-on training module for new hires with management and other veteran employees running new employees through their paces and providing scheduled re-training for existing employees. With all this training and skill development, employees leaving our company will be well- positioned for success in the cannabis industry given the breadth and depth of knowledge they will acquire through both on the job training and provided courses. However, not all employees will want to remain in the space. We have talked about Elm Avenue Retail Partners 2020 serving as conduit for people to launch their careers that might not otherwise have the opportunity. This means all career paths, not just those in cannabis. Elm Avenue Retail Partners 2020 will embed within its benefits schema tuition reimbursement and assistance for all employees that are pursuing degrees or taking classes in fields which are tangentially related to the cannabis industry. This casts a wide net and would include degree programs and classes focused on law, policy, criminal justice, business management, and marketing, and also include technical trades such horticulture, HVAC, and electrical. 2.4. Describe the Commercial Cannabis Business plan to recruit individuals who meet the criteria listed in the Social Policy Section 9-3316 (b) (1) of the Fresno Municipal Code (FMC) and the percentage of local employees it hires. Elm Avenue Retail Partners 2020’s objective goes much deeper than the bottom line. We aim to turn the tide of what a cannabis company is and what a cannabis company should be. At Elm Avenue Retail Partners 2020’s other affiliated locations, there are virtually no employees who live more than 10 miles away from the location. Elm Avenue Retail Partners 2020 will seek to have as many Fresno residents as possible in both employee and management positions at this location. Elm Avenue Retail Partners 2020 will commit to setting a goal of hiring a minimum of 90% of its employees at its Fresno location directly from the City of Fresno, though it is likely this percentage will be higher. Our Community Liaison will oversee community outreach, which includes the direct and coordinated search for and retention of local job applicants. We will perform outreach to the local community and hold town hall meetings, open houses and job fairs. These meetings will be attended by the local management so that they can establish a personal connection with any public attendees. Mailers and flyers are sent to all surrounding neighbors encouraging them to participate. The guests are 7 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA hosted at our facility, toured around the operation and provided information that confirms Elm Avenue Retail Partners 2020’s commitment to the policies set forth in this Application, as well as job openings. Upon commencing operations, Elm Avenue Retail Partners 2020 will continue its community outreach by participating in Neighborhood Councils, reaching out to local municipal, educational, religious and civic organizations on an ongoing basis to provide service and financial assistance, and establish a network of relationships that could be useful in referring potential job applicants from the surrounding area. As a single point of contact for the local community, the Community Liaison will maintain a cloud-based file that will include all resumes and other documentation related to Fresno citizens who are seeking employment. This file will be our first point of research when a new job arises, i.e., available applicants who were not selected for previous jobs will be the first ones contacted about future openings and questions about the current location and social equity status will be . Moreover, as noted in the previous question, Elm Avenue Retail Partners 2020 will employ a number of strategies to find Fresno residents who might be available for future positions including, advertising, local university internship programs, networking, etc. Elm Avenue Retail Partners 2020 will pursue the following specific strategies through the Community Liaison such as the following to seek Fresno hires: • advertising in local media in print, digital and public stationary programs; • establishing an internship program with community colleges in Fresno • holding job fairs onsite, at local community colleges, and at unemployment centers like the various Workforce Connection Centers across Fresno County • providing preference to job applicants who live in the City of Fresno and explicitly stating this preference in all job postings • providing preference to job applicants who have social equity backgrounds and explicitly seeking these backgrounds and stating this preference in all job postings • establishing strategic partnerships with local organizations (homeless, transitional housing, and employment organizations) and accepting referrals for potential job openings • engaging local employment agencies to search out Fresno-based applicants If we are unable to meet our goal of 90% Fresno-based employee ratios at our facility, Elm Avenue Retail Partners 2020 will employ a service to provide a report of all Fresno citizens within the lower income tracts and neighborhoods. These addresses will be sent flyers for jobs – including the social equity preference conditions and the compensation and benefits we will offer – to raise awareness of the job opportunities we have available. This will allow the Company to create a pipeline of residents who could secure a future position at Elm Avenue Retail Partners 2020's location. Elm Avenue Retail Partners 2020 will start looking within the exact neighborhood it is located in, then continue extending the radius of its search in 1-3 mile increments until it has generated sufficient interest from local residents to reach a guaranteed minimum 8 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA threshold of 40% of employees for the immediate area (5 mile vicinity) of our location, and as stated above, 90% for the entirety of the City of Fresno itself. The remaining 50% will be local social equity applicants, but there will not be any restriction on their distance from our facility so long as they are Fresno residents. All local hiring efforts will be documented in a substantive way (copies of ads and ad- slots/times purchased, letters from organizations and college we’ve worked with for applicants, agency search contracts, postcard and mailing receipts, etc.) Current employee addresses will be stored on file to maintain a running database of all Fresno residents that currently work for us, and this list along with descriptive statistics that include social equity status and categorization. This data will be provided to the City as requested. We are particularly interested in providing opportunities to local residents how have fall into certain social equity categories. As owners ourselves who have come from social equity and minority backgrounds. Joseph Martin one of two owners of Elm Avenue Retail Partners 2020 and is of Asian descent, and the other owner, Mr. Rameriz, is of Hispanic descent. Their involvement in the cannabis industry gives them an incredible depth and breadth of experience as well as a full and complete understanding of the challenges of being underrepresented minorities within the cannabis space. They both fully committed to continuing to blaze a trail forward in the industry for minorities and creating clear paths to success for all disadvantaged and minority groups. Elm Avenue Retail Partners 2020 wants to target disadvantaged groups in its local hiring outreach and recruitment efforts. We plan to this be asking specific questions in our recruitment material and explicitly state the degree to which we will encourage social equity individuals to apply. The following is a list of those social equity classifications and examples of what will be asked in recruitment efforts to capture those groups: (i) Annual family income below 80% AMI • “Do you make less than $39,000 a year? Do you have a family that needs your support?” (ii) Convicted for a cannabis related crime that could have been prosecuted as a misdemeanor or citation under current State law • “Do you have previous criminal cannabis conviction? Is it preventing from reaching your career goals? (iii) Lived in a low to moderate income census tract in the city for a minimum of three (3) years • “Do you live in Central Fresno? Do you live in lower-income area of Fresno?” (iv) Veteran • “Are you a veteran? Have you served in any of the US armed forces?” 9 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA (v) Former foster home youth who was in foster care as a minor • “Are you a former child of the foster care system?” (vi) Unemployed • “Are you currently unemployed and looking for work?” (vii) Receiving public assistance • “Do you currently receive any form of public assistance, such as MediCAL, CALFresh, or CalWORKS? Elm Avenue Retail Partners 2020 will continue the legacy of the owner’s previous cannabis endeavors to ensure healthy, safe, and non-discriminatory employee policies across all levels of our tolerant work culture. We will provide equal opportunity in all of our employment practices to all qualified employees and applicants without regard to race, color, religion, sex, gender, pregnancy, sexual orientation, national origin, ancestry, citizenship, age, disability, medical condition, marital status, military status, genetic information or any other category protected by federal, state and local laws. This policy applies to all aspects of the employment relationship, including recruitment, hiring, compensation, promotion, transfer, disciplinary action, layoff, return from layoff, training and social, and recreational programs. All such employment decisions will be made on the basis of merit, without regard to any consideration made unlawful by federal, state, or local laws, ordinances or regulations. Every employee is expected to treat others with respect in all aspects of their working relationships. Employees are prohibited from making offensive remarks or gestures toward fellow employees or visitors to the Company who are not fluent in English. All employees will be given to review and sign our Anti-Discrimination Policy, Harassment Policy, a copy of the Employee Handbook. All employees will be trained on the nature of respectful interaction with their colleagues; we will not allow any kind of discriminatory behavior, harassment or victimization between owners, managers, and colleagues. Employees must always conform with our equal opportunity policy in all aspects of their work, from recruitment and performance evaluation to interpersonal relations. The comprehensive totality of our discrimination, harassment, and tolerance policies can be found in our 2020 Employee Handbook, which can be provided to the City upon request. 2.5. Describe the extent to which the Commercial Cannabis Business will be a locally managed enterprise whose owners and /or managers reside within or own a commercial business within the City of Fresno, for at least one year prior to March 2, 2020. Justin Myles Rameriz will is a local Fresno Resident and will own 51% of Elm Avenue Retail Partners 2020. Please find proof of residency below. 10 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA 2.6. Describe the number of employees, title/position and their respected responsibilities. Below is a listing of the positions that will be filled with local applications and disadvantaged candidates to the greatest extent possible, the number of those positions that will be available, and information related to what each position entails. This information and the job descriptions are not meant to be all-inclusive, and the numbers of positions are only a reasonably projection. Title Number Responsibilities Community Liaison 1 - Act as contact points for all agencies and organizational personnel - Facilitate meetings and cooperation among people, agencies, organizations, and the community - Work with local career and educational institutions for employee recruitment and advancement - Collaborate and communicate with necessary constituents and the public - Respond to public complaints and coordinate responses and actions to address those complaints - Interface with law enforcement and regulatory agencies for pro-active and reactive issue mitigation - Research avenues of community engagement and support - Spearhead efforts to make the business an integrated part of the community - Ensure follow through on all commitments, including local, social equity, and disadvantaged hiring General Manager 1 - Oversee daily business operations. - Evaluate performance and productivity of employees - Conduct inventory reconciliations and oversee inventory control - Interface with security on all protocols - Perform opening procedures - Mentor and assist employees with knowledge acquisition and training - Oversee employee actions to ensure proper procedure is followed - Analyze accounting and financial data, inventory and product sales, and trends - Researching and identifying growth opportunities. 11 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA - Develop and implement growth strategies in coordination with the owners and executives - Plan and review routes and orders with delivery drivers Assistant General Manager 2 to 3 - Review and coordinate payment of invoices - Perform closing procedures and assist with opening procedures Lead Budtender 1 - Serve as the product expert - Address all concerns customers and budtenders may have, and answer any questions about products or procedures - Interface with the General Manager on Sales Area product and service concerns - Receive, review, organize, and stock inventory - Interact with POS system and ensure accurate usage and input from Budtenders Budtender 7 to 10 - Discuss all product information with customers, including assisting customers in determining the correct product and dosages - Conduct point of sale transactions - Assist receiving, organizing, and stocking of inventory - Interacts with customers on site as well as over the phone to provide reliable information - Ensure compliance with all regulations is followed, including daily limits are not exceeded and no one under 21 is sold to - Collect feedback on goods and services provided - Keep an alert eye for security risks - Create a positive and welcoming environment - Ensure the cleanliness of the Sales area and the facility as a whole - Maintain a professional demeanor and appearance and project trustworthiness Delivery Drivers 2 to 4 - Review route and verify contents of assigned delivery orders prior to leaving the facility - Assist with order fulfillment - Interface with delivery software - Receive orders over the POS system - Communicate with customers via phone and/or text about delivery status - Ensure compliance with all local and state regulations - Deliver orders discreetly and professionally - Verify customer identity, age, and order 12 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA - Conduct financial POS transactions, including cash counting and collection - Maintain delivery manifest and log Admin/Receptionist 2 to 3 - Acting as a liaison with customers and visitors at entry point - Checking customers identification and medical registrations - Coordinating authorized visitor supervision - Addressing customers in person or on the telephone, and answering or referring inquiries - Ensuring the waiting and reception areas are kept neat and clean - Reporting any potential security breach or non- compliant actions - Organizing various files and providing general office duties, e.g. faxing, data entry, scanning, etc. - Responding to telephone calls in a detail-oriented and effective manner within minimum rings - Attending to patient's paperwork when necessary 2.7. Describe whether the CCB has five (5) or more employees and whether it has signed a labor peace agreement allowing employees to unionize without interference. Elm Avenue Retail Partners 2020 had entered into a Labor Peace Agreement with Elm Avenue Retail Partners 2020. A copy of that executed labor peace agreement is attached below. 1 1 Labor Peace Agreement Elm Avenue Retail Partners 2020 ("the Company") and the United Food and Commercial Workers Union, 8-Golden State ("the Union") hereby agree to the following terms: 1. Neutrality and Non-Disparagement. The Company agrees to take a neutral approach to unionization of workers, meaning that the Company, which also includes any managers, agents, and representatives, will neither help nor hinder the Union’s organizing effort, including making any statement or taking any action that directly or indirectly indicates or implies any opposition to workers selecting the Union as their collective bargaining representative, or directly or indirectly supporting or assisting in any way any person or group who may oppose the Union. This includes the Company refraining from making negative comments or otherwise demean by word or action the Union, Union representatives, or unionization. The Union agrees to refrain from exercising its rights to picket, handbill and engage in other economic activities against the Company's facilities or operations; however, if the Company recognizes another union as the bargaining representative of any workers, the union's obligation will automatically cease to apply to those workers' facilities or operations. In addition to refraining from exercising its rights to picket, handbill, and engage in other economic activites against the Company, the Union agrees to be neutral in its communication with the Company’s employees and will not disparage the Company or paint it in a bad light to its employees or to the public. 2. Bargaining Unit: The Union will notify the Company of the facilities and/or operations for which the union seeks to invoke this agreement's unionization process and, in this notice, the Union will designate the bargaining unit. The Union is not limited in the number of times it can provide such notice and invoke this agreement's unionization process for any of the Company's non-supervisory or management employees; provided, however, that such notice and invocation of this Agreement’s unionization process will be of a freequency that will not unreasonably interfere with or hinder the Company’s day-to -day operations. 3. Access. The Company grants the Union and its Union representatives access onto the Company's premises during working hours to speak with bargaining unit employees during non-working time, including meal periods and rest breaks. The Company will cooperate with the Union in making arrangements to permit these conversations to be held in non-restricted areas where the employees will be able to speak to the Union representatives without monitoring by the Company. 4. Meeting. At the Union’s request, the Company will conduct a meeting on a mutually agreeable date(s) and time(s) with all of the bargaining unit employees. At the meeting, the Company will tell the employees that it is neutral, does not object to their talking to and supporting the Union, and will negotiate a collective bargaining agreement (CBA) with the Union if a majority of the bargaining unit employees designate the Union as their collective bargaining representative. Union representatives will attend the meeting and, after the Company has introduced them and left the meeting, the Union representatives will talk with the employees about the Union. 2 2 5. Contact information. At the Union’s request, the Company shall furnish to the Union the names, job classifications, home addresses, cell phone numbers, home phone numbers and email addresses, if known, of the bargaining unit employees (collectively, "contact information"). The Company further agrees thereafter to provide updated worker contact information, as reasonably requested by the Union, but in no event more than once every thirty (30) days. 6. Recognition. When a majority of bargaining unit employees designate the Union as their collective bargaining representative, the Company will recognize the Union as the exclusive representative of the bargaining unit, provided that the Union may assign jurisdiction and representation rights to any of its affiliates. At either party’s request, a neutral third party may confirm majority authorization. The Company and the Union will comply with all requirements necessary to obtain certification of the Union as the exclusive bargaining representative of these employees. 7. Elections. The Company waives the right under the National Labor Relations Act to file any petition with the National Labor Relations Board for any election in any bargaining unit subject to this agreement by itself or as part of a larger unit, and agrees to refrain from directly or indirectly supporting any such petition. If any election petition is filed, the Company agrees that, at the Union’s request, the Company will enter into a full consent election agreement under Section 102.62(c) of the NLRB’s Rules and Regulations under the terms the Union and the Company determine. The Company waives the right to file any unfair labor practice charge related to or based on this agreement, the Union’s demand for recognition under this agreement, the Union's election, or any other matter related thereto, and further agrees to refrain from directly or indirectly assisting with or supporting any such unfair labor practice charge. 8. Bargaining. Within 20 days from the date of recognition, the parties will begin good faith bargaining for a CBA covering the bargaining unit. If the Union and Company are unable to agree to a collective bargaining agreement within 90 days of commencement of negotiations, the parties agree that either the Company or the Union may require that all open provisions and issues be submitted to final and binding interest arbitration per the subsection titled herein “Arbitration”. The arbitrator shall be guided by the: (i) Company's size, type of business, and financial ability; and (2) the employees' ability to sustain themselves, their families and dependents on the wages, hours, and benefits they earn from the Company, and the living wage for their family size and region, as indicated in the MIT Living Wage Calculator (http://livingwage.mit.edu/). 9. Arbitration. The parties agree that final and binding arbitration will be the exclusive remedy for any alleged violations of this Agreement and any dispute or claim arising from or relating to th e interpretation or application of any provision of this Agreement . Unless they promptly agree on an arbitrator, the parties will proceed to expedited arbitration using the American Arbitration Association’s rules and procedures. The arbitrator is authorized to compel the attendance of witnesses and the production of documents at the arbitration hearing, and to award appropriate monetary, injunctive and declaratory relief. The parties agree not to challenge the aribtrator’s award as the order of judment of a United States District Court, without notice. Company waives the right to challenge any aspect of this Agreement before the NLRB, any other state or federal government agency, or any court. 10. Successorship, affiliated companies and subcontractors . This agreement will be binding on the parties’ successors and assigns, including all purchasers of the Company’s assets or business, and in the event of a merger. This agreement is also binding on any and all corporations, partnerships, organizations and sole proprietorships affiliated with or related to the Company’s business activities at Company’s licensed premises. If the Company intends to subcontract any work performed by bargaining unit employees, the Company agrees to require the subcontractor, in writing, to comply with this agreement. 3 3 11. Severability. If any provision of this Agreement is held illegal, void or invalid under any applicable law, the parties will meet and confer to amend the provision to make it legal, valid and binding, and the remaining provisions of this Agreement will remain binding and enforceable according to their terms and the parties’ intent. 12. Term of Agreement. The term of this agreement is 2 years from the date of this agreement. The term will renew for additional 1-year terms unless and until either party gives the other written notice no sooner than 60 days and no later than 30 days prior to the expiration. 13. Confidentiality. The Company and Union agree that all terms and conditions of this agreement are confidential and proprietary between the parties and shall not be disclosed to anyone else, except as may be necessary to effectuate this agreement, as required by law or court order, or as mutually agreed upon in writing prior to disclosure. Location currently open/Date____________ Location in license review/30 from opening____________ Justin Myles Ramirez, General Partner Jacques Loveall, President For the Company (print name) For the Union (print name) Signature Signature 12/1/2020 Date Date Elm Avenue Retail Partners 2020 United Food & Commercial Workers Union, 8-Golden State Company/Company Name Union 2763 Elm Ave. Fresno, CA 2200 Professional Drive Roseville, CA 95661 Address Address 916-786-0588 Phone Phone 13 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA 2.8. Provide a workforce plan that includes at a minimum the following provisions: 2.8.1. Commitment for 30% of employees to be local hires; the business must show that it has either hired or made a good faith effort to hire bona fide residents of Fresno who have not established residency after the submission of an application for employment with the applicant/permittee. 2.8.2. Commitment to offer apprenticeships and/or compensation for continuing education in the field; and 2.8.3. Commitment to pay a living wage to its employees. The Elm Avenue Retail Partners 2020 Workforce Plan, or as we typically call it, Operating Agreement, will be a well-develop document, much like our Employee Handbook, that details our commitment to the City in a legally binding way. In the past, in cities like Santa Ana, the Operating Agreements we have entered into have included provisions that capture the following elements: • Local hiring (percentages, how you will advertise, how you will ensure Santa Ana residents can have meaningful opportunities and career ladders) • Local sourcing • Contributions to local community-serving organizations, such as financial contributions (percent of gross receipts, set donations, etc.) and Volunteer hours, events, etc. • Community-serving volunteering, such as parks cleanups, painting homes, legal services (expunging records, etc.) • Green building initiatives, such as solar panels, smart climate controls, water-saving, etc. The Workforce Plan or Operating Agreement we will propose to the City of Fresno will include the following commitments, for which we will sign as legally once the document is finalized in collaboration with the City. 1. Elm Avenue Retail Partners 2020 will hire 90% of its employees from local Fresno residents how have lived in the city limits for at least 1 year before hiring date. a. Elm Avenue Retail Partners 2020 will prepare a Workforce Report every year to review this provision, including evidence and documentation, to show its fulfillment of this commitment. 2. Elm Avenue Retail Partners 2020 will hire 50% of its employees from the Social Equity Categories that are outlined in Fresno Municipal Code (Section 9-3316 (b) (1)) 14 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA a. Elm Avenue Retail Partners 2020 will prepare a Workforce Report every year to review this provision, including evidence and documentation, to show its fulfillment of this commitment. 3. Elm Avenue Retail Partners 2020 will not pay any employee less than the Living Wage a. Using tools from MIT and tracking adjustments on a yearly basis, all starting salaries for entry-level employees will be the midpoint of the Living Wage ranges, with increases based on Living Wage raises, annual employee advancement, and other cost of living adjustments. All employee salaries, Living Wage adjustments, and year over year changes will be provided to the City the Workforce Report every year. 4. Elm Avenue Retail Partners 2020 will provide and subsidize training and continuing education for all employees a. All training that employees receive will be documented, along with the number of employees pursuing continuing education, their advancement in the company, and the details of the support we offer will all be documented on our yearly Workforce Report. 5. Elm Avenue Retail Partners 2020 will acquire 75% of its non-cannabis products and services from businesses and vendors that are based in the City of Fresno a. Elm Avenue Retail Partners 2020 will seek out specific Fresno product and service providers, will keep all receipts and invoices from procurement of all products and services, and create a Public Benefits Report every year that analyzes our level of fulfillment to this commitment. All documentation will be provided to the City to review as a part of this Report. 6. Elm Avenue Retail Partners 2020 will utilize 15% of its facility’s Retail Sales Area to products that are made in the City of Fresno, a. A specific section of the Retail Sales Area will be a “Made In Fresno” display area. All the products that are put is in this display area will be documented, including the company name and evidence of their location in Fresno. 7. Elm Avenue Retail Partners 2020 will donate 5% of gross profit to an evolving list of Fresno non-profits, programs, and community improvement projects a. Documentation of all receipts for donations and their totals matched against our gross profit will be submitted to the City for review on 8. Elm Avenue Retail Partners 2020 will provide a minimum of 1,000 volunteer hours to an evolving list of community organizations, projects, and causes. a. The list of all organizations and employee volunteer hours (reimbursed by Elm Avenue Retail Partners 2020) will be provided in the Public Benefits report every year. 9. Elm Avenue Retail Partners 2020 will be a LEED-Certified Facility 15 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA a. The documentation of LEED Certification will be provided to the City for review as a part of our Public Benefits Report, and the maintenance of that status will be kept up every year. 2.9. Describe whether the business is willing to serve as a Social Equity Business Incubator by offering support to local cannabis social equity businesses in the form of mentorship, training, equipment donation, a percentage of shelf space dedicated to Fresno equity business products, legal assistance, financial services assistance, or other technical assistance support. Elm Avenue Retail Partners 2020 intends to operate a retail storefront with attached delivery in the City of Fresno, providing quality assurance, testing arrangement, transportation, storage, and packaging and labeling. Elm Avenue Retail Partners 2020 collectively has extensive industry knowledge relating to cultivation, manufacturing, and distribution of commercial cannabis, and is dedicated to applying its expertise, data, and knowledge to provide end-users with quality cannabis products. Elm Avenue Retail Partners 2020 understands the process, pitfalls, paradigms, and involvement of building a cannabis company from scratch and can help Social Equity Business in a variety of ways to understand these processes. In addition to having accumulated troves of knowledge in entering the cannabis industry, overcoming barriers to entry, and successfully getting from zero to license acquisition and fully operational, Elm Avenue Retail Partners 2020 has expertise in operations, including management of human capital and production of products. Elm Avenue Retail Partners 2020 is fully committed to providing meaningful, substantial support and assistance to all license type Equity Businesses, with a focus on business operations consulting, management, and training opportunities. Elm Avenue Retail Partners 2020's consulting and training will be focused on retail activities, but will also include distribution, cultivation, and manufacturing, as the owners also have great experience in the operation of these license types. Elm Avenue Retail Partners 2020's human capital management consulting will be to assist Equity Businesses in developing methodologies and processes for efficiently and effectively managing a work force in a burgeoning industry, including understanding approaches that are cost- and time-saving and approaches that are cost- and time- inefficient. Because human capital drives the production and supply-chain processes, effectively managing, guiding, and understanding human capital directly benefits production and supply-chains, which positively impacts the Equity Businesses profit margins. Along with meaningful assistance in managing human capital, Elm Avenue Retail Partners 2020 will provide consulting focused on the production of cannabis goods. This includes continuing good manufacturing practices, lean manufacturing, and insight into overhead costs, fixed costs, and margin costs. By tying human capital to production, Elm 16 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA Avenue Retail Partners 2020 will provide impactful and positive benefits and knowledge Equity Businesses, assisting them in understanding production costs and methodologies for increasing production, and making production more efficient. Using its collective knowledge and expertise based, Elm Avenue Retail Partners 2020 will provide operations-based training opportunities to Equity Businesses. Because many Equity Businesses may lack technical expertise, either in cannabis specifically or in production and supply-chain processes, Elm Avenue Retail Partners 2020 will provide training opportunities to help Equity Businesses develop their technical knowledge base. In order to accurately and efficiently measure and track the progress of its Incubation Plan, Elm Avenue Retail Partners 2020 will provide fact sheets and guidance packets relating to management, production, and training for each Equity Business Elm Avenue Retail Partners 2020 works alongside. These documents, in conjunction with the active consultations and support provided by Elm Avenue Retail Partners 2020 and detailed in this Incubation Plan, will outline certain goals and steps the Equity Business should aim to achieve and indicate certain dates that Elm Avenue Retail Partners 2020 will follow up with the Equity Business in order to both track and motivate continual progress. The anticipation of the completion of certain goals on specific dates will ensure that Elm Avenue Retail Partners 2020 is able to accurately measure the progress of each individual Equity Business and the Incubation Plan as a whole. Based on the feedback loop established with each Equity Business, Elm Avenue Retail Partners 2020 will continuously adjust and improve its Incubation Plan as needed to account for any obstacles or breakthroughs the respective Equity Business may encounter. By establishing an open dialogue and encouraging feedback and input from each Equity Business, Elm Avenue Retail Partners 2020 will be able to monitor individual progress, and specifically tailor its involvement and training to match the specific needs of each respective Equity Business. By tying progress reports, with input, follow-up, and data feedback loops, Elm Avenue Retail Partners 2020 will better impact and provide meaningful assistance to each Equity Business, specific to that business' needs. Furthermore, Elm Avenue Retail Partners 2020 emphasizes on accurate empirical data collection, capturing data points along the entire supply chain. Applying data processes, empirical reasoning, statistical inferences, and algorithmic based decision making at crucial control points enhances efficiency, efficacy, and cost benefits. Elm Avenue Retail Partners 2020 intends to incorporate similar processes to its Incubation Plan and in its interactions with Equity Businesses. This will ensure Elm Avenue Retail Partners 2020 is providing meaningful assistance throughout the life of each relationship and interaction with each respective Equity Business. Elm Avenue Retail Partners 2020 is enthusiastic at the opportunity to connect with and work intimately with Equity Businesses in Fresno. Elm Avenue Retail Partners 2020 looks forward to offering its expertise and services to participating Equity Businesses, and strongly believe that the success of its neighbors is Elm Avenue Retail Partners 2020's 17 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA success as well! Equity Businesses in Fresno are encouraged to reach out and connect with Elm Avenue Retail Partners 2020. Business Operations Consulting Management Elm Avenue Retail Partners 2020 has extensive experience in the cannabis industry, business management, accounting, compliance - all in regulated industries Elm Avenue Retail Partners 2020 has and continues to add personnel with diverse experiences, knowledge, and education backgrounds. This meshing of industry experience across all channels of the industry together with diverse human capital enhances Elm Avenue Retail Partners 2020's competitive advantage, as well as providing a deep well of experience to draw upon. This includes an understanding of management of human capital, not only broadly, but also discreetly and specifically in daily routines. Elm Avenue Retail Partners 2020 firmly believes in effective, concise morning meetings, which are daily operational springboards and generate productivity. Elm Avenue Retail Partners 2020 will consult with Equity Businesses in developing their own specific morning meeting routines, with focus on jump starting productivity. As a secondary, pared down version, Elm Avenue Retail Partners 2020 will also help Equity Businesses develop a "huddle" meeting, which is a less formal meeting to ensure employees all have the necessary knowledge. By planning effective meetings, Equity Businesses will be able to eliminate the problems of cognitively peripheral information and hidden profiles. Meetings create open channels of communication and create a culture of inclusiveness and belonging. By providing Equity Businesses with insight and knowledge into how to run meetings and techniques and methodologies for driving performance and productivity, Elm Avenue Retail Partners 2020 will be providing the Equity Business with a figurative tool-box that will positively impact work culture and profits. Production Elm Avenue Retail Partners 2020, and its management, is a disciple of Lean Manufacturing, and desires to share that knowledge with manufacturing Equity Businesses in Fresno. Specifically, Elm Avenue Retail Partners 2020 believes one of the most impactful and significant contributions it can make to manufacturing Equity Businesses is teaching the Gemba Walk. Gemba means "the real place" in Japanese, but more broadly is meant to be the place where value is created, in this case, the manufacturing floor. One of the purposes of a gemba walk is to get management and supervisors out of an office (or away from a computer and data and numbers and abstract schematics) and to the floor where the actual processes and production is taking place and to speak with those boots-on-the-ground employees. Elm Avenue Retail Partners 2020 views the gemba walk as a complement to data capturing and feedback loops, and is in a sense, another form of data acquisition. A gemba walk does not have any filters or restrictions on input data-it is observational data in its purest form. This allows a supervisor to then pair its empirical and abstract data with first-hand observational data, 18 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA which can lead to better solutions, efficiency, and creative processes. Observation of an entire process has the benefit of relaxing abstract restrictions and filters on data analysis, leading to more precise and amenable solutions that are better for the whole rather than for the part (which may lead to detriment in a different process taking place in a different part of the manufacturing floor). While this may not seem revolutionary to some, Elm Avenue Retail Partners 2020 will assist in ensuring manufacturing Equity Businesses do not conflate the gemba walk with management-by-walking-around. The key distinction is one of purpose and betterment against aimless wandering and unnecessary micro- involvement. Additionally, Elm Avenue Retail Partners 2020 will train manufacturing Equity Businesses, and their management teams, to ensure gemba walks are about processes, not people. This is not employee evaluation time; this is to observe, understand, and improve processes, through in-depth questions paired with keen observation of the processes. Elm Avenue Retail Partners 2020 steadfastly believes in gemba walks and the positive impact this has on feedback loops, data analysis, process development, production culture, and ultimately, profits. By introducing manufacturing and productions methods that have made Toyota the premier car manufacturer into the cannabis industry, Elm Avenue Retail Partners 2020 believes it will provide meaningful assistance and knowledge to manufacturing Equity Businesses in Fresno. Training Opportunities Elm Avenue Retail Partners 2020's focus on offering training opportunities is complementary to its management and production focused consulting offerings. The training will be based around and influenced by Elm Avenue Retail Partners 2020's own production methodologies and ideologies, including Lean Manufacturing, Six Sigma, Kaizen, abstract and real data capture, and efficient feedback loops. The core training will specialize in lead hand and supervisor activities, duties, and responsibilities. Elm Avenue Retail Partners 2020 believes such training will have a trickle-down effect to the workers (and bottom line of the balance sheet). In addition to meeting-room style training sessions, once a quarter, Elm Avenue Retail Partners 2020 will schedule facility walk-throughs of the Equity Businesses premises to guide the lead hands and supervisors through their respective day-to-day roles with contemporaneous input and on-the-job training. The goal would be to develop and implement Leader Standard Work for the management teams of manufacturing Equity Businesses. In conclusion, Elm Avenue Retail Partners 2020 will offer technical expertise and consulting services to Equity Businesses in Fresno, focusing on management of human capital, production methodologies, and training for management teams. Each of these areas will be of significant, positive benefit to the Equity Businesses engaged in retail and other commercial cannabis business activities. Elm Avenue Retail Partners 2020 will implement Gant-charts and feedback loops to track progress of the Incubation Plan 19 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA specific to each Equity Business. Elm Avenue Retail Partners 2020 is excited and honored to be part of Fresno's Cannabis Social Equity Program and is committed and dedicated to being a positive, impactful member of the Program. Elm Avenue Retail Partners 2020 2763 Elm Avenue, Fresno, California Fire/Life Safety Compliance Report CREATED BY CRAIG FRY & ASSOCIATES LLC Report Objectives The purpose of this report is to document the code compliance aspects of the project ensuring the City of Fresno, Fresno Building and Safety, Fresno Fire Department, and County of Fresno of the safety of this project. This report will clearly indicate the building’s limitations, construction types, fire resistance rating, fire protections, means of egress compliance, emergency lighting, and initiating and notification systems. Location Description The Elm Avenue Partners 2020project will be a constructed adult-use and medical-use cannabis retail facility within a single-story commercial building. The project will consist of one building with a single occupancy located at 2763 Elm Ave, Fresno. The total square footage of the building is 9800 square feet. The building has been designed to meet the requirements for a B and M Occupancy. It is the owner’s desire to ensure the project is designed with the highest safety standards and is within full compliance with the California Building Code. Code Compliance & Specific Performance The project is going to consist of one building, single-story with a total square footage of approximately 9800 square feet. The building construction is Type III, it meets all the requirements of CBC Table 504.3, 504.4, and 506.2 as far building heights, Square footage, and number of stories. This building plans for the tenant improvement will be submitted to Fresno Building and Safety and will be required to meet all IBC (International Building Code) regulations. Every aspect of the building has been closely studied so that it will be in compliance with the required guidelines and the owners plan is to adhere to the most restrictive requirements to ensure the safety of the public. Code compliance & Specific Fire Protection A manual fire alarm system that activates the occupant notification system in accordance with CBC 907.4 and 907.2.5 has been provided and the system is capable of voice evacuation system using speaker strobes. In addition, an automatic smoke, heat, carbon monoxide detection system will also be provided to ensure the safety of the occupants of the building. A dedicated space (approved by Fire Department) will be used to install a Matrix and Graphic annunciator in order to make it simpler for Firefighter to detect the area of the fire in the shortest possible time. The Fire/Alarm System Monitoring will be contracted to Hoffman Electronic System Business Alarm (559) 292-7871 who is located at 90 E. Escalon Ave, Fresno, CA 93710 Portable Fire extinguishers will have a rating of not less than 2-A or 2-A10 BC will be provided within 75 feet travel distance to all portions of the building, also for any electrical room portable fire extinguishers with a rating not less than 10BC will be provided. All installation of Fire Extinguishers will comply with CBC Section 906. All • The building will have the new improvements will include readily visible, clear and unobstructed, remote exits, travel distance within distances (max 150’ from any exit), common path of travel with limits, dead ends with limits, adequate illumination will be provided, all exit corridors will be free of storage, doors will swing in direction of egress travel, All Exit Doors will be equipped with panic/fire exit hardware operable, doors will open easily, self-closures corridors and aisles will be of sufficient size and proper exit signs (min 44inches) and proper exit distances no more than 150’ feet. • All Exit Doors will be alarmed so that no unauthorized entrance or exiting of the building can take place. • All Exit Passages and Doors will meet all ADA (American with Disabilities Act) requirements and will have automatic door openers. Exit Door ADA Actuator Exit Signs: Exit signs will be in full compliance with CBC 1013. Exit signs will be connected to an emergency power system that will provide an illumination of not less than 90 minutes in case of primary power loss. The emergency power system shall consist of storage batteries. . Fire Resistance Ratings: The building is Type III construction and is in full compliance with Table 506.2, 504.4 and 504.3. Corridors will be 1-hour rated per CBS Section 1020 with 60-minute rated doors and 60-minute rated openings. The exterior walls of the building are currently 2- hour rated, which will eliminate spreading of fire to both interior exposures as well as neighboring properties. Housekeeping • Housekeeping will be maintained and will include but not limited to areas free of excessive combustibles, no smoking throughout the complex, all building code requirements will be followed for storage requirements, and trash removal on a regular basis. • B) Interior Finishes: All interior finish materials applied to wall and ceilings will be in compliance with CBC Section 803. The flame-spread rating of paneling materials on the walls will be complying with CBC Section 803.9. All the decorations (if provided) will be noncombustible or flame- retardant treated in an approved manner. Emergency Contact • The Emergency Contact for this operation will be available any hour of the day, the emergency contact information will be posted at the front entry to the occupancy and will be located adjacent to the office entrance. Fire Extinguishers (see report objectives) • Fire Extinguishers will be located in required locations throughout the occupancy and will follow California Fire Marshal and Fresno Fire Department requirements including mounted properly, inspection date current (within 1 year), adequate number, and proper type for hazard protected. First Aid Kits/Eyes Wash • First aid kits location and inventory will be accessible and available on site and employees will be provided training on usage of items located within the First Aid Kit. • Employees eye wash/shower/fire blanket stations shall be reviewed and visually inspected with in their accessible locations for fire emergencies. Applicable Codes The Applicable Codes relative to this project are: • 2019 California Building Code • 2019 California Fire Code • NFPA 72 • NFPA 13 • NFPA 48 • NFPA 58 • AB 2679 Employee Training New employees will be screened, evaluated and trained to perform the essential functions of their specific job duties. Policies of Elm Avenue Partners 2020will be required for all the employees, emphasizing Fire/Life Safety is fundamental to the way the company conducts its operations. New employees will be knowledgeable and well versed in Fire Safety rules and regulations. o All Employees within 3 months and during their training period will be required and paid to complete a American Red Cross First Aid/CPR Course and during their employment will be compensated to maintain an active First Aid Card. o Prior to being allowed to work in the occupancy all new employees will be provide an employee handbook that will provide specific instructions on the following emergency situations:  First Aid • How to identify a Medical Emergency • Necessary measures to provide basic first aid o Chocking o Bleeding o Seizures o Overdoses o Emergency Childbirth o Trauma Emergency o Proper Distancing o Burn Treatment  Infectious Disease Protocols o Proper precautions  Masks  Gloves -when necessary  Sanitation Protocols  Proper Distancing  Temperature Monitoring  Fire Related Emergencies • Use of Extinguishers • Activation of Alarm System • How to and when to initiate Evacuation Procedures • Methods to notify First Responders • Location of all emergency Exits and Safety Zones  Emergency Contact Training • Members will be trained on proper communication with a 911 Operator and with First Responders which will include but not limited to the following o Sex of Patient o Age of Patient o Type of Emergency o Rate of Respirations o Pulse o Immediate History -Current situation Annual performance reviews will be conducted by senior level management to ensure that policies and procedures will be adhered to and will ensure each employee has a working knowledge of fire safety regulations and procedures. Fire Life Safety will be a major point of every employee’s annual personal evaluation. Documentation requirements for Emergency Related Situations Managers and Team members will be trained and required to make all notifications dealing with injuries, emergencies, interactions with First Responders, contact with individuals with any type of infectious condition, etc. Managers will be trained on Local and State Required notification requirements (Local Authorities, Cal-Osha, County Health, etc.) Managers and Ownership will be responsible to investigate and report all work- related incidents and make sure they are tracked and investigated so that preventative measures can be implemented. The information contained in the reports is essential to maintain and improve successful safety programs. All employees will be trained to report all work-related incidents will be reported so that they can be tracked and investigated. All Employees will be required to report any work-related injury or illness to a supervisor as soon as possible. After reporting the incident to your supervisor, submit a report of the incident within 24 hours to Ownership so established protocols can be implemented. An Online Incident/Accident Reporting System will be developed, the System will record location, causation of the Incident/Accident and actions to mitigate the situation. OSHA 300A (Summary) will posted in a location for all members to see and review and will be posted as required from February 1 thru April 30th. COVID – INFECTIOUS PRECAUTIONS A temperature monitoring device will be installed at the entrance to the facility, Security Personnel will require both employees and patrons to be checked and will only allow entry if the individual meets the necessary safety requirements. In addition to the temperature monitoring system a facemask dispensing system will be available for all individual entering the facility. The facility will have necessary signage in place to create safe distancing protocols it will be install in all necessary locations and policy established by the signage will be enforced by all employees Entry Signage: Interior Signage Interior Signage About the Authors Craig Fry Craig Fry served with the Los Angeles Fire Department for 31 years. During his tenure Craig rose to the rank of Deputy Chief and held the role of Fire Marshal for the City of Los Angeles, he was responsible for the oversight of the Fire Life Safety laws for the City of Los Angeles. Craig was responsible for permitting the expansion of numerous projects at Los Angeles Airport, notably, the building of the Tom Bradley Terminal, expansion of runways and taxiways, enforcement of codes and interagency cooperation. Craig was also instrumental in the expansion of the Port of Los Angeles in addition to his role for oversight of the expansion and growth of the largest ports in the world. Craig also served as the South Bureau Commander, which included all emergency operations for both the Los Angeles World Airport (LAWA) properties and the ports of Los Angeles and Long Beach. His duties required the oversight of over 3300 members and over seven million citizens of the City of Los Angeles. Craig forged a very strong working relationship with the management at LAWA, Ports of Los Angeles, Elected Officials, Business Leaders and all Universities including the University of Southern California, University of California Los Angeles, Pepperdine as well as many others. During his time, he served with the Los Angeles Fire Department Craig served as a leader of the Departments FEMA Response Team and took a lead role in responding to major events including the Twin Towers – 911 tragedy and Hurricane Katrina. He was selected to serve as an advisor on the President Bush’s Anti-Terrorism Advisory Committee. While working with the Fire Department and since his retirement Craig has forged relationships with every Department within the numerous Cities, Counties and with different departments within those jurisdictions including Building and Safety, Planning, Public Works, City Council and Elected Officials Offices. He has also very strong working relationships with elected officials at the County, State, and Federal Level. He has also worked with the community at all levels including the Neighborhood Councils and serves on several organizations within the City and County of Los Angeles. Craig has served on numerous Local, State, and Federal Committees in dealing with both regulatory and emergency situations. He has served with the National Fire Protection Agency and has represented the City dealing at the State Level in the development and implementation of Fire and Building Code development. As one of the highest-ranking members of the Los Angeles City Fire Department, Craig was able to build relationships with Governmental Officials that he is now able to utilize to represent individual or companies with their issues or concerns. He is well respected and the trust he has earned provides access to officials that another Lobbyist do not have. Since his retirement Craig formed a consulting company that is designed to assist companies in expediting the complicated process associated with all phases of construction and development. His experience, knowledge of City and State Codes the trust he has earned provides the customer with a unique advantage in bringing their project to success conclusion. Craig attended California State University in Long Beach and is currently completing his education at Harvard, Kennedy School of Government Produced by Carroll Security Consulting, LLC. Plan Version 2020.9 (Fresno) Notice: content herein is the property of the author and is protected by International and United States copyright laws. Reproduction or distribution in whole or in part of the content herein without the written permission of the author is prohibited by law. © 2016-2020, Matthew Carroll, Carroll Security Consulting, LLC. 1       Security Plan    Premises Uses:  Cannabis Storefront Retail w/Delivery    Business Name:  Elm Avenue Retail Partners 2020    Facility Address:  2763 Elm Avenue Fresno, CA 93706   Prepared:  December 1st, 2020    Prepared by:  Carroll Security Consulting LLC  (916) 997‐7329    Preparer Credentials:  AA, Administration of Justice, Shasta College  BS, Criminal Justice, Sacramento State University  Qualified Manager, Paladin Private Security, PPO 15029  CPTED Practitioner, National Institute of Crime Prevention  Principal Planner, Safe and Sound Security, CA. ACO 6672  Retired, Port Police Officer, Port of Sacramento Police Department  Cannabis Security Consultant (Contractor), Benicia Police Department  Cannabis Security Consultant (Contractor), Dixon Police Department      1 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA 6. Location 6.1 A thorough description of the proposed location, including but not limited to the overall property, building, and floor plan. Our proposed facility is located at 2763 S. Elm Street. This location is within the Neighborhood Mixed Use (NMX) zoning designation. This location is along S Elm Ave between the E Jensen Ave and E North Ave on and off- ramps to the CA-41 highway. Property/Site The lot that our facility will be on has our building in the northwestern portion of the lot. The eastern portion of the lot currently is a dirt lot. To the south of our proposed facility, there is another neighboring building. Our building sits back from the eastern side (northern direction of travel) of S Elm Ave. The building is surrounded to the East, South, and West by parking spaces. There is a total of 21 parking spaces. 11 of these are in the front of the building near the customer entrance. Two of these front parking spaces are designated handicapped parking only. An additional four spaces are on the south side of the building and will also be open to public customers to park in. There are an additional six rear, or eastern parking spaces that will serve as employee or vendor parking, since these spaces are directly next to the vendor entrance and roll up door for deliveries. The building on the south portion of the property is designated as 2771 S Elm Ave and currently houses a Mexican food takeout restaurant - La Esmeralda.. Building and Floor Plan In constructing the layout of our facility we have prioritized security, customer experience, and flow of business. The public entrance will be located on the west facing side of the building, directly facing S Elm Ave. Once inside the entrance, there will be a receptionist room to the right. This will be a separate space from the screening lobby and will be separated by bulletproof glass to ensure the safety of our employees. Directly across from the entrance will be a locked door that leads to the limited access portion of the building. This door will be kept locked at all times. To the left from the entrance will be the entrance to the retail sales room. This door will be on a “buzz-in” remote locking system that the receptionist will be able to open to grant access to verified customers. Inside the retail sales room, customers will have plenty of space to explore our variety of product offerings from beyond locked displays. However, physical products will be 2 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA handled only by employees behind the counter. The area behind Point-of-Sale counter will be kept secured and will only be accessible by employees. From here they will have access to the drop safe/ pass through function from the product storage area. This allows for limited product movement, while maintaining security. After customers complete their purchases, they will leave the retail sales area through the designated exit path. This will help ensure that the flow of customer traffic does not create frustration for customers or safety and security issues. We will also have a completely separated vendor entrance and unloading area. This will be on the east facing side of the building. There will be no direct access between this vendor entrance and the customer entrance and retail areas. Instead, the vendor entrance will allow for product to be unloaded directly into our secure product intake room. Once product is recorded, it can be moved directly to the product storage, where it will remain until it is needed by the retail sales room. We have sought to create this layout to minimize product movement, and thereby minimize any related security vulnerabilities. In addition to the vendor and customer spaces, we will also have the rest of the limited access area. This will include offices, restrooms, and a break room. These spaces will be accessible only by employees and verified guests. Thoroughfares Our lot is directly connected to S Elm Ave, which runs parallel to CA-41. We are also situated midway between two freeway exits- E Jensen Ave and E North Ave. There are also smaller surrounding streets that we are more directly situated next to- E Vine Ave and E Annadale Ave. Our situation between two freeway exits for CA-41 is ideal as it ensures that we are easily accessible. Additionally, we are shortly outside the more dense areas of activity within Fresno, so we are able to avoid creating additional traffic and congestion problems in highly congested areas Surrounding Uses Aside from the building that shares our lot, we have several neighbors. To the north, our lot is directly next to Mid Valley Disposal, a garbage collection service. Across S Elm Ave to the west is the Elm Community Health Center. To the east and south beyond the additional building on our lot, is Newstar Packaging & Logistics. In addition to these businesses that are more directly connected to our lot, there are several additional businesses along and across S Elm Ave. These include: • Michel’s Smog- a smog inspection station • Barnes Welding Supply- a corporate office 3 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA • New Delta Truck Driving School- a truck driving school • Fresno Truck Training- a truck driving school • Sun Waste Systems- a garbage collection service • El Mexico Night Club – a night club 6.2. At least one (1) photograph of the front (street side) of the building or street view of the vacant parcel. 4 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA 6.3. Premises (Site) Diagram for each proposed location Please find attached the Site Plan, Existing Floor Plan, and the Proposed Floor Plan. 1 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA 7. COMMUNITY BENEFITS AND INVESTMENTS PLAN 7.1. The CCB Application should describe the social responsibility plan. This should include all benefits the CCB has provided or plans to provide to the local community, for example by directly aiding, participating in, or funding the work of local nonprofits, community-based organizations, civic organizations, or social services organizations. Benefits may be in the form of volunteer services, monetary donations, financial support of City- sponsored activities or organizations, in-kind donations to the City or other charitable organizations and/or any other economic incentives to the City. It may also include, but is not limited to: 7.1.1 Providing funding for or hosting expungement clinics or outreach services. 7.1.2 Incorporating an environmentally sustainable business model including energy efficient buildings and vehicles. 7.1.3 Utilizing vacant buildings, brownfields land, or blighted areas of the city for the business. With the help of its owners, local connections, and research into the main issues in the City of Fresno, as well as issues that are important for us to or are often overlooked by the average citizen but still require attention. In examining these issues, we then researched and identified non-profit organizations and community initiatives that were working in those issue areas that we would be able to off both financial and volunteer support to. For the following seven organizations, Elm Avenue Retail Partners 2020 will offer a quarter (totaling a quarter or annually) of financial support unless otherwise stated.. In instances where applicable, we will be able offer volunteer hours from our employees through our Four-hour Employee Volunteer Reimbursement Program (4EVR). A play on the word “forever” to demonstrate our commitment to the communities we operate in, the 4EVR program encourages employees to volunteer up to 4 hours a week or 12 hours a month to any Fresno organization that is serving the community. These hours will be reimbursed by Elm Avenue Retail Partners 2020 to the employee at the regular hourly rate, or equivalent. Law Enforcement The Fresno Police Department is host to an effective local gang reduction program called Violence Intervention & Community Services (formerly known as the Mayors Gang Prevention Initiative). The Violence Intervention & Community Services, or VICS, program’s mission is “to minimize violence in our community by increasing collaborative efforts and provide support for our youth and families through partnerships.” VICS delivers on this goal through its broad institutional efforts as well as specific programs, such as 2 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA partnerships with services providers in the City and County for populations likely to join gangs; tattoo removal for those who have turned away from life in a gang; the Hispanic Residents Academy, which builds communication with the Fresno Police Department and Spanish-speaking residents, and provides opportunities for instruction on policing in the community; and Bringing Broken Neighborhoods Back to Life, which brings the Fresno Police Department and community resource service providers directly into gang-prone neighborhoods. The administration of these programs is made possible by support from grants dispersed by a variety of public and private sources. Elm Avenue Retail Partners 2020 will be one of those supporters. Further, VICS and the administration of its programs overseen by the VICS Advisory Board, which is comprised of representatives from local law enforcement, juvenile & adult criminal justice system, education, health, community member, faith community and social services entities. Elm Avenue Retail Partners 2020 would like to explore the possibility of being a member of this Advisory Board in an effort to bring in further drug enforcement, use, and research resources and expertise in, as the drug trade plays a large role in gang activity. The input that Elm Avenue Retail Partners 2020 can provide in this regard can be extremely insightful and helpful for the refinement and development of strategies for gang reduction. Education Three organizations exist in the City of Fresno and the County of Fresno that provide educational services in both youth and adult development contexts. • Central California Educational Opportunity Center Fresno State University implements the Central California Education Opportunity Center as an adult education program for low income and/or first-generation adults to pursue post-secondary educational opportunities. The Center is part of the US Department Education TRIO program that is designed to identify and assist adults from disadvantaged backgrounds to navigate the college admission and financial aid processes. Our donation to the Center will come through work with the administrators of the Program and Fresno State University Advancement Services, who oversee fundraising and university-wide program financing. • Youth Build Charter School of California – Fresno YouthBuild is an organization whose mission is to advance equitable educational opportunities youth who did not complete high school. Serving youth aged 16 to 24 who have left the traditional school system without a diploma, YouthBuild seeks to give these youths new paths to success by providing them with “vocational training, counseling, leadership development and an education leading to a diploma.” Such a service like YouthBuild has a multitude of compounding social goods (furthering career paths, raising 3 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA incomes, ending the cycle of poverty, imparting lifelong skills and education), and we are excited to offer our support to it. Our support will come by way of direct financial contributions in coordination with program administrators. • Parent Institute for Quality Education The role that parents play in the education of their kids is incredibly important. Research shows that children whose parents played an active role in their education fare better in later-year academics, make healthier lifestyle choices, have reduced rates of violence and substance abuse, and are overall more successful in the long-term. Thus, the way parents interact with their children regarding their education is itself one the best early interventions for youth that may otherwise end-up in a cycle of poverty. The Parent Institute for Quality Education (PIQE) aims to be that intervention and do it in way that virtually guarantees success. As a national organization with evidence-based programs, PIQE use a variety of tools to transform parents into stewards of their children’s education in collaboration with the local school district. From their website: “PIQE provides empowering information, skills development and support systems for low-income families, communities of color, English Learner and immigrant families benefiting approximately 2.1 million children throughout its history. A longitudinal study shows that these children graduate high school and attend college at higher rates than their peers due to PIQE’s success in empowering parents to be successful advocates for their children’s education.” PIQE operates out of the City of Fresno and serves Fresno County as well as some of the surrounding counties, all of which equates to 30,000 parents and 90,000 students. We will provide direct financial support to PIQE in collaboration with program administrators. Employment and Career Training Many Fresno residents are faced with significant barriers of entry to in the workforce, whether it be English as a Second Language, lack of a high school diploma, or difficulty finding the right opportunity for their skillset. This leads to individuals being trapped in either unemployment, underemployment, or underdevelopment of their potential in their career paths. The Fresno Economic Opportunity Commission (EOC) is a non-profit entity that provides an incredible array of services to residents in Fresno to rectify these gaps in individual employment potential and reality. The Fresno EOC is by far one of the best organizations that anyone living in Fresno can support. With the specific aim of assisting lower-income, unemployed, underemployed, 4 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA homeless, and unskilled adults ad youth in Fresno, all with a equitability and social justice bend, EOC is unmatched in its level of programming support and efforts. These include: • Central Valley Against Human Trafficking (CVAHT): Provides services to victims of human trafficking regardless of age, gender, or immigration status. Direct outreach, training, and public awareness in Fresno, Kern, Kings, Madera, Merced, and Tulare counties. • Foster Grandparent Program: Provides personalized tutoring and mentoring support to contribute toward the academic success of underserved children and teenagers. • LGBTQ+ Resource Center: Provides supportive services to individuals of all ages in the LGBTQ+ community. • Street Saints: Restoring south Fresno to a safe and healthy community by providing programs, workshops, and abundant opportunities to build relationships through which residents are empowered and inspired to improve their community. • Adolescent Family Life Program (AFLP): Provides teen parents (ages 18 and younger) with support and guidance to enhance their parenting skills and obtain social and economic independence. • Early Head Start: Child development and family support services for pregnant women and families with infants, and toddlers (ages 0-3). • Head Start: Educational, emotional, social, health and nutritional services to preschool-aged children (ages 3-5) and their families. • School Age Child Care: Provides quality low-cost and no-cost after school childcare to children (ages 5-12) for eligible families.. • Local Conservation Corps (LCC): Provides young adults (ages 18-25) with paid job training and educational opportunities. • Summer Internship Program: Provides High School Graduates (ages 18- 21) with paid work-based training and career services every summer. • Valley Apprenticeship Connections (VAC): Provides a 12-week pre- apprenticeship to prepare individuals for the construction industry. • Workforce Connection Young Adult Program: Provides young people (ages 14-24) with educational and employment training to enhance their academic proficiency and facilitate their transition into self-sufficiency. • Energy Services: Provides low-income residents with no-cost conservation measures and energy education to reduce utility bills. Installs Solar systems on low-income family homes at no cost. • Low-Income Home Energy Assistance Program (LIHEAP): Provides financial assistance with heating and cooling costs (electricity, gas, propane, and wood), energy crisis intervention, and energy education to eligible households. 5 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA • Solar Program: Provides free home solar to qualifying homes within the Transform Fresno project area • Access Plus Capital: Provides financing and business assistance for entrepreneurs to start, strengthen, and expand small businesses. Access Plus Capital is the DBA for Fresno CDFI. • Food Services Home Delivery: Economical prepared food delivery service designed to fit the needs of anyone who cannot or prefers not to prepare all of their own daily meals. • California Personal Responsibility Education Program (CA PREP): Educates at-risk youth in Fresno County about teen pregnancy, sexually transmitted infection prevention, relationships, and substance abuse. • Community Health Center: A primary care and comprehensive family planning and reproductive health clinic helping men, women, and teens.. • Free Medi-Cal Dental Youth Services (FDYS): Provides dental service connections and oral health education to youth (ages 0-20) who have Medi-Cal and live in Fresno County. Assists with finding local dentists, scheduling initial and follow up appointments. • School-Based Sealant Program (SBSP): The goal of the School-Based Sealant Program (SBSP) is to improve the oral health of elementary school-aged children by providing preventative oral health services, such as oral health education, dental sealants, and fluoride varnishes. • Safe Place: Provides access to immediate help and supportive resources for youth in crisis. • Sanctuary Drop-In Center: A daytime drop-in center for homeless or otherwise displaced youth and young adults under age 24. • Sanctuary Housing Programs: Provides housing assistance and supportive services to individuals and/or families that are currently street- homeless or chronically homeless. • Sanctuary Youth Shelter: Provides runaway, homeless, exploited or displaced youth, ages 12-18) with 24/7 emergency shelter, crisis intervention, counseling and family reunification. • Food Services: Contracts with organizations to provide healthy and nutritious meals to preschool and school-age children, young adults, seniors, and organizations. The expanse of their services is truly inspiring. We plan to offer direct financial support of an additional a quarter above our typical donation of $ (so $ a quarter) to the Fresno EOC in collaboration with program administrators given the extent of these services, as well as offer volunteer hours through our 4EVR program. Health 6 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA Elm Avenue Retail Partners 2020 is interested in providing support to local housing and homeless organizations. Homelessness is an important consideration in Fresno, and we want to become a part of the collaborative effort between the government programs and non-profit organization. By far the most effective and comprehensive service provider in this area is the Fresno Madera Continuum of Care, or FMCOC. The fundamental components of FMCOC are to facilitate a research-backed, coordinated, and cohesive service provision for Fresno’s homeless population, and achieves its goals through: homeless prevention activities, outreach and assessment, career networks, emergency housing and shelter, transitional housing support and housing assistance, health and mental healthcare access, supportive services. This extensive list of service truly represents the “continuum of care” to prevent homelessness from occurring in the first place to case managing homeless individuals until they are placed in permanent housing and back on their feet with the tools they need. Not only will we provide financial support to the Fresno Madera Continuum of Care at an additional a quarter above our typical donation of $ ($ a quarter) but will also offer program administration support through our 4EVR Program. Youth Services An organization we are especially excited to support is the Youth Leadership Institute. Taking vested interest in their own future, Youth Leadership Institute and it members work through advocacy and campaigning for policy change to create a better future for themselves and youth of color. In its mission, Youth Leadership Institute sharpens the skills and talents of their members and provides them with effective training tools and resources to make their voices heard – and thereby creating two positive social changes in a single action. The social change and social equity bend of this organization is particularly appealing to us a worthwhile organization in Fresno that is doing the hands- on work to create a better world. We will offer financial support to Youth Leadership Institute, as well as any advocacy, promotion, and legislative support our team can offer . Expungement Clinics One of the great errors in the implementation of legal commercial cannabis license across many legalized states and municipalities has been the lack of a built-in mechanisms for victims of the failed war on drugs. Cannabis convictions are often minor infractions with significant consequence to individual lives, and with the end that criminality in its near entirety, those individuals need a path to rectification and justice. Fresno is completely on the right track in including a provision that covers this issue in its municipal cannabis application process. Elm Avenue Retail Partners 2020 furthers its presence in the cannabis space with this particular issue in mind. In fact, we have provided free legal services to employees to 7 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA navigate their cannabis conviction expungement at other California locations we own. We welcome the opportunity from the City to take this one step further to include the offering of such free legal services to residents of Fresno. To implement this program, Elm Avenue Retail Partners 2020 will work with the Fresno- based offices of Central California Legal Services, or CCLS. CCLS is a non-profit organization that assists lower-income residents with legal issues revolving around a variety of subjects pertinent to disadvantaged and lower socio-economic groups. These subject areas include health, housing, utilities, family violence, employment, immigration, and veterans’ issues. Given the overlap in a social justice commitment, their legal expertise, and the impact they have, there could not be a better choice for Elm Avenue Retail Partners 2020 to work with in providing its free cannabis conviction records expungement effort. Not only that, but the initial cannabis interaction may open up a path for residents dealing with other legal issues to access resource that can help them a low or no cost. Elm Avenue Retail Partners 2020 will host these free clinics on a monthly basis, on a weekend day when residents are better able to attend and will do so at our facility. The clinics will be advertised at our facility, through the City and County media avenues, and by CCLS. Property Revitalization In the process of helping Social Equity Applicants access real estate, one element of that search will be for the inclusion of properties that are in need of major improvement, either by way of the condition of the building or the land itself. Fresno has been the receipt of an EPA Brownfields Area-Wide Planning Grant give the nation and extent of the brownfield sites in the City. An entire 2.25-mile long corridor in southwest Fresno, Elm Avenue Corridor, essentially requires the cleanup as a brownfield site. The implementation of this Grant will include a community effort from a number of different governmental and non-governmental organizations. We would like the City to count us in as a member of the community that will be working to clean up that site. We will work with the partnerships created in the City to help fund, provide volunteer hours, and assist in bringing in whatever resources are needed to complete the cleanup of this Corridor. We will also work with governmental and non-governmental entities, as well as our cannabis partners to identify other properties and sites in the City that are in need of cleanup. We will provide further resources as needed to get those sites rehabilitated and improved as viable commercial or residential properties. Environmental Sustainability Water Efficiency and Quality 8 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA The state of California, along with sections of the larger south-western region of the United States, have faced periods of excessive dryness or some level drought for the best five years. Though as of this moment, the prolonged periods of drought have been most extensive in California, it is not difficult to imagine that the surrounding states will be forced to deal with similar water resource scarcities. Immediate and decisive actions are required from all institutions and the public in an effort to relieve these water infrastructure strains. Governments can take steps such as conservation standards, but businesses and citizens are generally limited to voluntary reductions in usage. All businesses can become more efficient in their water usage via either new building construction or existing building retrofits. Elm Avenue Retail Partners 2020 will have a ripe opportunity to integrate and retrofit our water fixtures as we will be redesigning, renovating, and remodeling the exist property that will be housing our business. Using LEED certification as a guide to the best retrofits and property upgrades. These will include, but are not limited to, the following: certified low-flow water plumbing, automatic, motion sensor lavatory sinks, and advanced water meter installation to track usage to allow for continuous improvements, “water audits,” and usage reductions. Energy Efficiency The second most taxing environmental consequence of our business energy demands. Just with water, though, strides have been made in how the industry approaches its energy use. We will hire an energy auditor as we begin the building redesign process to maximize our efforts in energy efficiency and energy use reduction. This will inform our retrofitting measures to a great degree, but at a minimum, we will conduct the following measures: - Use compact fluorescent and light-emitting diode bulbs from lighting - Participation in renewable energy sources programs, whether direct at the facility or indirect via energy company offsets - Support tree-planting and other carbon offsetting organizations - Encourage the use of public transportation or biking among employees - Use energy-saving and sustainably-sourced building materials (insulation, windows, sheet-rock, etc.) - Use of natural lighting via windows where applicable and legal Supply Chain Vendors It is estimated that about 1% of the nation’s entire energy consumption comes from indoor grow houses alone. As with water, the industry must decrease its demand through much more efficient use, and working to get whatever energy it does use from renewable sources. We endeavor to be as selective as possible in who we work with on the cultivation and manufacturing front. This involves going beyond confirmation of legal and process 9 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA compliance. The energy efficiency practices of these potential vendors will be take into account to. Ideally, the vendors we work with will match, and in some cases, exceed, the same practices we do, guided by LEED requirements. The cultivation of marijuana is a water intensive business, which is not lost on us. As we establish business relationships with cultivators, there are three points of interest we will evaluate about the practices of cultivators we work with, to the extent that such information can be obtained and the extent that competition exists in the cultivation market enabling to choose among them: minimal water use, efficient water use, and sustainable water sourcing. These points can be evaluated based on information about grow room spacing, irrigation systems, use of dehumidifiers, low-flow retro-fits, etc. When if it comes to water quality, sediment contamination, pesticide pollution use, and run-off are all concerns we will consider when accepting cultivators into our business. In this regard, pesticides have justly become a great concern among consumers in recent years, in the context of their health and the health of the planet. Most grocery stores now have entire sections devoted to pesticide-free, organic products. In grow rooms across the country, more natural, healthier, and more environmentally friendly pest control alternatives are significantly under-utilized. We seek to address this by using only natural and organic solutions to control pests and keep plants healthy. Not only do concerned patients benefit from this organic approach, the water remains untainted by various potentially dangerous or carcinogenic chemicals. Vehicle Fleet Given that we are a retail facility with an attached delivery service, it is necessary for us to use a number of vehicles to transport and deliver product. Across the wider retail delivery industry, there is a clear trend toward the use of fleets that run on any variety of fuels – clean diesel, hydrogen, solar, or electric. Fossil fuels obviously still retain the largest market share, but that has been eroding as of late, and at a quickening pace. While we would love to follow this trend and contribute to cleaner air and a slowing of climate-change-causing carbon emissions, we must place product safety and security as priority one. Due to the nature of regulations, the robustness of the security framework required in delivery vehicles, and high-cost baseline for such delivery vehicles as it is, the market limits our viable options in this regard. In other words, it is very difficult to find and finance a delivery vehicle fleet that is feasible for marijuana industry use and is environmentally sustainable. However, we must stress, that as the industry evolves and as costs for sustainable fleets continue to decrease, a phasing out of Elm Avenue Retail Partners 2020 and its third- party contractor’s carbon-based vehicles in favor of sustainable ones is a process we will continue to hold in mind as our business moves forward. 10 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA 7.2. Describe the Commercial Cannabis Business plan to develop a public health outreach and educational program that outlines the risks of youth use of cannabis and that identifies resources available to youth related to drugs and drug addiction. Elm Avenue Retail Partners 2020 always has a robust public outreach plan to ensure that we are serving the community in the best ways, from providing quality products to cannabis users to quelling concerns that the most ardent critics have. The aim of Elm Avenue Retail Partners 2020 in this undertaking is essentially performing a root-cause analysis of top concerns or lingering confusions, and dispelling them succinctly. It is extremely important that we work with the City, as well as nonprofits that are established in the field (NORML, California Cannabis Industry Association, Marijuana Policy Project of California) in creating the content of these facts, as that collaboration engenders greater public trust. Mainly, the non-profit and community organizations would aid in creating the effective strategy and framing for the content, and the role of the City would be the vetting and approval of that content. Not only will this enable us to adequately address concerns about commercial marijuana operations, it elevates the level of trust the public has in a business that will be a vital part of their local economy. In developing the content of distributed materials, we seek to work with local nonprofit organizations, the City of Fresno, and aforementioned well-established state and national organizations that have experience in successfully disseminating information related to medicinal marijuana (NORML, etc.). At the most basic level, the front-side of factsheet, no matter the form it takes, will address the following: • General public perceptions versus truths about marijuana • Security of the business property • Distance to schools • Benefits to the community through program support, tax revenues, and employment • Steps taken to reduce any perceivable harm as fully as possible Additionally, this public information flyer will feature a reverse side that focuses on youth use prevention and education. Prevention of drug use among youth is particular concern amongst many communities allow commercial cannabis activities, especially retail. Firstly, we will note the negative consequences of youth cannabis use to demonstrate to the public that they understand 1. the seriousness with which Elm Avenue Retail Partners 2020 takes youth cannabis use prevention, and 2. there are indeed negative impacts on youth that need to be taken into account when law around the substance are relaxed. Second, we want demonstrate how we mitigate these concerns. After discussing the overall risks of youth use as mentioned above, the flyer will state information related to the degree with which Elm Avenue Retail Partners 2020 will not contribute to youth use access. In service of this goal, the flyer will include details on the following information: 11 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA - The strict Fresno and state regulations and policies to control cannabis inventory so it does not fall into the hands of youth - The procedures Elm Avenue Retail Partners 2020 will have in place to abide by those laws and other efforts to prevent youth access (stringent ID checks, concealed product intake and output, security alarms and cameras, etc.) - Research on the inverse relationship between cannabis legalization and youth cannabis use (in states where cannabis is legalized, there is no rise in youth use, with some studies suggesting a decline) - Research on the inverse relationship between cannabis legalization and perceived youth access (in states where cannabis is legalized, youth are actually less likely to believe that cannabis is easy to obtain) In addition to the above information, we will discuss the support and coordination we will have with one of the best drug education programs in California: the Performing Above the High (PATH) program. PATH, as administered though the Fresno County Substance Use Disorder Services aims to educate youth, specifically high school students, on cannabis use and decrease that use among this population. PATH is a particularly worthwhile partner in drug education as it aims to balancing teaching the risks of youth use with the liberalization of cannabis laws and use among adults. Working with County Department of Behavioral Health officials in the administration of the PATH program, we hope to further educate both Fresno youth and adults on the impacts of cannabis use and how to protect them from access and exposure to it. Lastly, we will include a listing on the flyer of all the resources and that are available to youth and to adults in Fresno to treat substance use and abuse problems, as well as their addresses and contact information. These will include, but are not limited to, Pathways to Recovery, Salvation Army, and WestCare. The final version of any public information flyer would contain input from local organizations and would be vetted and approved by the City. Going further, there exist various avenues that are ripe for usage in the ensuring ubiquitous dissemination of these sharp and vetted final information sheets. From our standpoint, every citizen ought to be considered a stakeholder – not only medical marijuana patients, not only associated businesses, not only local community organizations – and thus, we must maximize the number of citizens that are reached. A mailing of the factsheet to all citizens in Fresno, along with a set date for a public forum, would be the absolute best approach to this end. However, the extensive resources required to execute this goal are too onerous, making it untenable, especially from a fiscal vantage point. We do intend to perform this type of outreach to the residences and businesses that are within a mile radius of our facility, as well as providing the contact information of a designated community liaison. One alternative to reach the whole of Fresno that Elm Avenue Retail Partners 2020 intends to engage in is to both post and personally hand out the information factsheets in 12 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA highly conspicuous points of local congregation (grocery stores, community centers, coffee shops, libraries, etc.). In this plan of action, the people come to us and we greatly increase our access while decreasing our costs. The canvassing at points of congregation provides two additional benefits over merely guaranteeing citizens receive the information. First, it gives us face-to-face feedback from residents as an ethnographic and informal census regarding their attitudes; and second, it provides the residents an opportunity to ask questions or air grievances on the spot from those doing the canvassing. Often times, this interpersonal, one-on-one interaction goes a very long way in addressing citizens’ challenges, and adds a human element often missed in formal municipal avenues. Pinning up vetted factsheets will ensure casual passersby that are missed via the personal dissemination have the opportunity to access the information. Naturally, these factsheets and the facetime with the canvassing experts, while allaying some residents’ fears, may raise more questions for, or deepen the concerns of, the most vociferous critics of marijuana businesses, no matter its permitted forms. As well, everyday citizens may not have the time or bandwidth at the moment of information presentation to engage properly. In order to garner full participation in instances like these, Elm Avenue Retail Partners 2020, in conjunction with and to the satisfaction of the County and all affiliated community organizations, will host two information sessions for citizens to attend. This will ideally take place at a local City Hall and will be thoroughly advertised. We would like very to work with the City of Fresno in this public outreach, further solidifying our partnership with them and demonstrating that we truly do have the community’s best interest at heart. 7.3. Describe whether the Business plans to contribute to the Fresno Community Reinvestment Fund, established to support local cannabis equity businesses. Elm Avenue Retail Partners 2020 will be a significant contributing member to the Fresno Community Reinvestment Fund, donating $ a quarter to be in line with our other community contribution commitments. The Reinvestment Fund will support local equity businesses in a number of areas that we can contribute to in our contributions to the Fund and its administration. The following are areas that Elm Avenue Retail Partners 2020 can assist with as goals of the Fund. • Workforce development Elm Avenue Retail Partners 2020 has a robust and comprehensive training apparatus in place that has lead to 100% compliant operations, knowledgeable staff, satisfied customers, thriving futures for employees, and a successful business. The gist of this training is outlined in Section 2 of our Application, but direct content, manuals, instruction, and curriculum will be shared with Equity 13 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA businesses. Further, in conjunction with other permitted cannabis businesses, we will create streamlined curriculum and instructional modules for each type of license that respective equity business owners and their employees will be able to attend. • Access to affordable commercial real estate There exist a number of cannabis real estate firms that are ready and willing to assist equity applicants find affordable real estate options, and we are ready and willing to help them find those properties. We have already contacted one of the best cannabis real estate firms in the state, WeCann CA, how has agreed to help us work with social equity businesses to scout affordable real estate options. • Access to investment financing We also have a network of connections that are more than willing to invest cannabis businesses. The most important of these connections is Wrazel, which a cannabis specific investment firm with a large pool of eager investors looking for the right cannabis investment. Elm Avenue Retail Partners 2020’s connection to this firm will guarantee that all social equity businesses will get a meeting with thee Wrazel team to take their business plan to investors. • Access to legal services Running a cannabis business involves a great number of legal challenges and these legal challenges get expensive very quickly – whether it be filing paperwork with the city, ensuring compliance, or dealing with the state. Elm Avenue Retail Partners 2020 can both assist social equity businesses in the finding and retain top-notch legal assistance, and provide some of that assistance ourselves. For example, Elm Avenue Retail Partners 2020 has operated a number of compliant businesses and knows the regulation in California like the back of our hands. We would offer to perform audit of a social equity business’s facility to ensure its compliance free of charge on a bi-annual or annual basis. • Business administration technical assistance Running a successful business is one of the hardest undertakings in the world, especially a business that is in new and highly regulated field. We know because we have done it. Elm Avenue Retail Partners 2020 will offer to be mentors for a social equity business through the business start-up and management process. This would include assisting in executive business decisions, marketing and inventory decision, hiring decisions, finances and accounting, financial projections and profit and loss estimates, and operational procedures. We will be involved as little or as 14 Elm Avenue Retail Partners 2020 2763 Elm St., Fresno, CA much as the social equity business needs, and will be available to that business to navigate any process they need assistance with. _______ _______ Chaves Martin Page 1 ELM AVENUE INVESTMENT 2020, INC. SHAREHOLDERS' AGREEMENT THIS SHAREHOLDERS' AGREEMENT (this "Agreement") entered into as of this 3rd day of December, 2020, by and among Daniel Chaves and Joseph Martin (collectively, the "Shareholders" and individually, each a "Shareholder"), and Elm Avenue Investment 2020, Inc., a California corporation (the “Company"). RECITALS A. The Shareholders own all of the issued and outstanding shares of capital stock of the Company as set forth on Exhibit A attached hereto (the "Shares"); and B. Each of the Shareholders is an officer of the Company or is otherwise active in the business of the Company; and C. The Shareholders desire to restrict the transfer of the Shares of the Company to provide for continuity of management and harmony among the Shareholders of the Company; and D. The Shareholders desire to restrict the transfer of the Shares of the Company to provide for continuity of management and harmony among the Shareholders of the Company; and E. The Shareholders desire to provide for an efficient methods for handling of Shareholder disputes. NOW, THEREFORE, in consideration of the foregoing and the mutual promises herein contained, the Shareholders and the Company agree as follows: 1. Restrictions on Transfer. None of the Shares may be sold, transferred, assigned, encumbered, hypothecated, or otherwise disposed of, whether directly or indirectly, whether voluntarily, involuntarily, or by operation of law, other than in accordance with the terms of this Agreement. Any purported sale, transfer, assignment, encumbrance, hypothecation, or other disposition of any of the Shares that is not in accordance with the terms of this Agreement shall be void and ineffective to transfer any right, title, or interest in the Shares. 2. Right of First Refusal. a. No Shareholder shall sell, transfer, assign, encumber, hypothecate, or in a ny other way dispose of all or part of his or her Shares or any right or interest therein without first obtaining the prior written consent of the Company, unless the Shareholder shall first have given notice to the Company of his or her intention to do so. The notice (the "Notice of Sale") shall include the name and address of the proposed transferee of the Shares and specify the number of Shares to be transferred, the price per share, and the terms of payment, and there shall be attached to the Notice of Sale a true and correct copy of any sale or other document pursuant to which the Shares are proposed to be transferred. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 _______ _______ Chaves Martin Page 2 b. Promptly on receipt of the Notice of Sale, the Secretary of the Company shall forward a copy of the Notice of Sale to the other Shareholders and to each member of the Company's Board of Directors, and shall call a meeting of the Board of Directors to be held within 20 days thereafter to consider the proposed transfer. Promptly after the meeting of the Board of Directors, the Secretary of the Company shall give notice of the Board's decision on whether the Company shall exercise its option to purchase the Shares to all Shareholders. c. For 60 days following the date of receipt of the Notice of Sale by the Company, the Company shall have the option to purchase all of the Shares proposed to be transferred, or to purchase less than all of the Shares provided that the other Shareholders elect to purchase the remaining Shares as provided in Section 2(e) below, at the price and on the t erms stated in the Notice of Sale. The Company may not, however, exercise the option herein granted to purchase the Shares if, pursuant to Section 500 of the California Corporations Code, or its successor then in effect, the Company does not have sufficient retained earnings or assets to acquire the Shares. d. If the Company exercises the option to purchase the Shares within the 60-day period, the Company shall pay the purchase price for the Shares in the same manner as provided in the Notice of Sale, or in a reasonably equivalent manner and amount if payment pursuant to the terms of the notice of sale is impracticable (e.g., the Notice of Sale provides for an exchange of the Shares for like-kind property). . '. e. If within the 60-day period the option is not exercised by the Company to purchase the selling Shareholder's Shares or if the Company elects to purchase some but not all of the Shares proposed to be transferred, the Company shall so notify the Shareholders and the other Shareholders shall have the option to purchase the Shares at the price and on the terms and conditions specified in the Notice of Sale within 20 days after receipt of the Company's notice to the Shareholders given under this Section 2(e). f. If the other Shareholders elect to purchase the selling Shareholder's Shares, then they shall so notify the Secretary of-the Company. If the total number of Shares the electing Shareholders elect to purchase from the selling Shareholder exceeds the number of the selling Shareholder's Shares, then each electing Shareholder shall have priority, up to The number of Shares set forth in the electing Shareholder's election, to that fraction of the selling Shareholder's Shares equal to the number of Shares owned by the electing Shareholder divided by the number of Shares owned by all Shareholders electing to purchase the selling Shareholder's Shares. g. If the Company and/or the other Shareholders do not purchase all of the Shares set forth in the notice of sale, then all of the Shares specified therein may be transferred by the selling Shareholder, but only in accordance with the terms of sale or transfer specified in the Notice of Sale and the documents of transfer, if any, attached thereto. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 _______ _______ Chaves Martin Page 3 3. Permitted Transfers. a. Notwithstanding Section 2 of this Agreement, any Shareholder may sell, transfer, assign, encumber, hypothecate, or otherwise dispose of any or all Shares (i) provided that that Shareholder obtains prior written permission of the Company and all of the other Shareholders, and (ii) provided that the transferee and his or her spouse, if any, agree to hold the Shares subject to all of the terms and conditions of this Agreement. b. Notwithstanding Section 2 of this Agreement, any Shareholder may transfer any or all Shares to a revocable trust for the sole benefit of the Shareholder, his or her spouse, and his or her lineal descendants (i) provided that the Shareholder is the sole trustee of the trust empowered to vote or otherwise deal with the Shares in any manner, and (ii) provided that written notice of the transfer is given to the Company within 30 days thereafter. The trustee shall hold the Shares subject to this Agreement and shall make no further sale, transfer, assignment, encumbrance; hypothecation, or other disposition of any of the Shares, whether directly or indirectly, whether voluntarily, involuntarily, or by operation of law, except in accordance with the terms and conditions of this Agreement. 4. Obligations of Transferees. Each transferee and any subsequent transferee of Shares or of any interest in Shares shall hold the Shares or interest therein subject to the provisions of this Agreement, and shall make no further transfers except as provided herein. 5. Purchase of Shares Upon a Shareholder's Death. Within a period commencing with the death of a Shareholder and ending 60 days following the qualification of his or her executor or administrator, if any (if none, within 90 days of the date of death of the Shareholder), the Company shall be obligated to purchase, and the estate of the deceased Shareholder shall be obligated to sell, all of the deceased Shareholder's Shares, at the price and on the terms set forth in Sections 7 and 8 herein. 6. Optional Purchase of Shares Upon a Shareholder's Permanent and Total Disability. a. The Company shall have the option, but not the obligation, to purchase all, but not less than all, of a disabled Shareholder's Shares, at the price and on the terms set forth in Sections 8 and 9 herein. The option herein granted to the Company to purchase a disabled Shareholder's Shares shall be exercised by notice to the disabled Shareholder, or to the custodian of the disabled Shareholder, delivered within 60 days after the date of determination by the Board of Directors of the Company of the permanent and total disability of the disabled Shareholder. For purposes of this Section, "permanent and total disability" means physical or mental incapacitation such that a Shareholder is unable and will continue to be unable to devote his or her time and energy to the DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 _______ _______ Chaves Martin Page 4 business of the Company, and shall be shown by a qualified doctor's certificate or other evidence satisfactory to the Board of Directors of the Company. b. If, after making a determination that a Shareholder is subject to a permanent and total disability under the provisions of subsection (a) above, the Board of Directors of the Company elects not to exercise the option to purchase the disabled Shareholder's Shares, then the Secretary of the Company shall provide notice to the other Shareholders of such determination. In such event, the remaining Shareholders shall have the option to purchase the Shares of the disabled Shareholder at the price and on the terms set forth in Sections 8 and 9 herein within 60 days after the date of the Company's notice that it will not be exercising its option to the purchase the disabled Shareholder's Shares. If the other Shareholders elect to purchase the disabled Shareholder's Shares, then they shall deliver to the Secretary of the Company an election to purchase the Shares. If the total number of Shares the electing Shareholders elect to purchase from the disabled Shareholder exceeds the number of the disabled Shareholder's Shares, then each electing Shareholder shall have priority, up to the number of Shares set forth in the electing Shareholder's election, to that fraction of the disabled Shareholder's Shares equal to the number of Shares owned by the electing Shareholder divided by the number of Shares owned by all Shareholders electing to purchase the disabled Shareholder's Shares. . 7. Purchase of Shares Upon a Shareholder's Termination of Employment or Breach of this Agreement. a. In the event that a Shareholder voluntarily resigns as an employee from the Company, or is terminated by the Company with or without cause, then and in such event the Company shall have the option, but not the obligation, to purchase all, but not less than all, of the Shareholder's Shares, at the price and on the terms set forth in Sections 8 and 9 herein. The Company shall exercise the option herein granted by notice, given within 60 days of the date the Shareholder resigns from the Company. b. If the Company elects not to exercise the option granted to it under subsection (a) above, then the Secretary of the Company shall give notice thereof promptly to all other Shareholders of the Company. Within 60 days after the date of any such notice by the Compa ny to the other Shareholders, the other Shareholders shall have the option, but not the obligation, to purchase the Shareholder's Shares at the price and on the terms set forth in Sections 8 and 9 herein. If the total number of Shares the electing Sharehol ders elect to purchase from the Shareholder exceeds the number of the Shareholder's Shares, then each electing Shareholder shall have priority, up to the number of Shares set forth in the electing Shareholder's election, to that fraction of the Shareholder's Shares equal to the number of Shares owned by the electing Shareholder divided by the number of Shares owned by all Shareholders electing to purchase the Shareholder's Shares. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 _______ _______ Chaves Martin Page 5 8. Valuation of Shares. a. The purchase price to be paid for each Share subject to this Agreement shall be equal to the agreed value of the Company ("Agreed Value") divided by the number of Shares outstanding as of the date the price is to be determined. The initial Agreed Value of the Company is $1,000. On December 31st of each year hereafter, the Company and all Shareholders shall review the Company's financial condition as of the end of the preceding fiscal year and shall determine the fair market value of the Company by mutual agreement, which shall be the Company's Agreed Value until a different value is agreed upon or otherwise established under this Agreement. The Agreed Value of the Company shall be evidenced by a document executed by the Company and all Shareholders and filed in the Company's minute book. b. If no Agreed Value has been determined within two years before the occurrence of an event (a "Triggering Event") upon which the Company is obligated or the Company and the Shareholders are granted the option to purchase the Shares of a Shareholder pursuant to Sections 5 through 7 hereof, the price per Share shall be shall be equal to the "Net Book Value" of the Shares as of the end of the month (the "Valuation Date") during which the Triggering Event occurs. For purposes of this Section 8, the "Net Book Value" of the outstanding Shares shall be equal to the excess of the assets of the Company (excluding the proceeds of any insurance policies owned by the Company on the lives of any of its Shareholders, but including the cash surrender values of any such policies) over the liabilities of the Company which, except as otherwise herein specifically provided, shall be determined in accordance with generally accepted accounting principles ("GAAP"), consistently applied; provided, however, that if the Company does not prepare its financial statements in accordance with GAAP, then and in such event the assets and liabilities of the Company shall be determined in accordance with the custom and practice followed by the Company in preparing its financial statements, consistently applied. The net profit or net loss for any interim period of the Company ending on the Valuation Date shall be included in calculating the Net Book Value of the Shares. The Net Book Value per Share of the Shares owned by the decedent or the selling Shareholder, as the case may be, as of the Valuation Date shall be equal to the quotient of (x) the Net Book Value of the Company, determined as specified above, divided by (y) the number of Shares outstanding as of such Valuation Date. 9. Payment and Transfer of Shares. a. On the occurrence of any event that requires or permits the purchase of Shares under Sections 5 through 7 of this Agreement, the consideration therefor shall be paid to the selling Shareholder or to his or her successor-in-interest, as the case may be. If the event that leads to the purchase is the death of any Shareholder, the Company shall file the necessary proofs of death and collect the proceeds of any policy of insurance outstanding on the life of the deceased Shareholder of which the Company is the beneficiary. The decedent's personal representative shall apply for and obtain any necessary court approval or confirmation of the sale of the decedent's Shares under this Agreement. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 _______ _______ Chaves Martin Page 6 b. The purchase price for the Shares purchased by the Company pursuant to Sections 5 through 7 of this Agreement shall be paid first, if applicable, from the proceeds of any policy of insurance collected by the Company pursuant to Section 9(a), and the remainder if any, at the Company's option, either in cash or by a cash down payment and the delivery of a promissory note, providing for equal quarterly installments payable over a period of three years (36 months). The note shall carry interest at a rate equal to the applicable federal rate, as defined in Section 1274(d) of the Internal Revenue Code of 1986, as amended, compounded semi-annually. The down payment shall equal at least twenty percent (20%) of the price payable by the Company for the Shares. The note shall permit prepayment, without penalty or premium, and shall provide for acceleration of the principal amount thereof, and all accrued but unpaid interest, in the event that the Company fails to discharge its obligations under the note. The note shall be subordinate in right of payment to the obligation(s) of the Company to any bank or other financial institution providing credit to the Company to the extent required by such bank or financial institution. The terms and conditions of the subordination shall be consistent with customary commercial practice. c. Notwithstanding the foregoing provisions of this Section 9, if the Company is unable to make any payment in a timely manner as a result of the provisions of Section 500 of the Corporations Code, then (i) all funds legally available for that purpose shall be used to purchase the Shares of the selling Shareholder, and (ii) the Company shall take reasonably available steps to enable the Company legally to purchase the remaining Shares and to so purchase them as soon as practicable. d. The purchase price for Shares purchased by any of the Shareholders pursuant to Sections 6 and 7 of this Agreement shall be paid in cash. e. The holder of the certificate or certificates representing the redeemed or purchased Shares of a Shareholder shall cause the certificates to be property endorsed and delivered to the Secretary of the Company for cancellation. If the reissuance of new Shares is required, the Secretary of the Company shall issue certificates therefore, placing thereon the legends required by this Agreement and applicable securities laws. 10. No Community Property Ownership. All Shares shall be deemed to be owned exclusively by the owner of record, and any transfer by gift, will, operation of law; dissolution of marriage, or otherwise to a Shareholder's present or prospective spouse or present or prospective domestic partner or cohabitant (each of which being referred to as a "Spouse" for purposes of. this Section 10) shall be subject to all of the terms and conditions of this Agreement. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 _______ _______ Chaves Martin Page 7 11. Termination of Agreement. This Agreement shall terminate: a. At any time upon the written agreement of all of the Shareholders; b. Immediately upon the dissolution or bankruptcy of the Company or upon any assignment of all or substantially all of the Company's assets for the benefit of its creditors; c. Immediately at such time that a registration statement filed with the Securities and Exchange Commission (“SEC") for the public sale of shares of the Company for cash is dec lared effective by the SEC; d. At such time as there is only one Shareholder of the Company; provided, however, that the termination of this Agreement shall not affect the rights or obligations of the Shareholders or the Company arising from events occurring prior to the termination of this Agreement. 12. Obligations of Shareholders. The majority shareholder Joseph Martin shall be obligated to bring his expertise and experience to the day-to-day operation of the Company’s retail cannabis business, and in furtherance of such duties, the identified majority shareholder agrees to the following obligations as to day-to-day operations: a. At all times, manage and operate the Company in compliance with all local and State laws and regulations; b. Using Company funds, advise on and ensure payment is made for all bond and insurance policies minimum requirements as applicable to the Company, its employees, its officers and Directors, and its shareholders; c. Using Company funds, advise on and ensure payment is made for all State tax, city tax, sales tax, franchise tax board tax, IRS income tax, and corporate tax for the Company; d) Using Company funds, advise on and ensure payment is made for the renewal of city cannabis permit and State cannabis license; e) Using Company funds, advise on and ensure payment is made for business maintenance, including but not limited to alarm, securities, internet, phone, registered agent, and bookkeeper; f) Using Company funds, advise on and ensure payment is made for any and all cannabis open invoices; DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 _______ _______ Chaves Martin Page 8 g) Using Company funds, advise on and ensure payment is made for all employees, independent contractors, and any other individuals who are hired to work, or to run, the business and all employee taxes; h) Using Company funds, advise on and ensure payment is made for all rents and costs required of any tenancy into which the Business enters. 13. Miscellaneous. a. Each party to this Agreement agrees to perform any further acts and execute arid deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement. b. The provisions of this Agreement may be waived, altered, amended, or repealed, in whole or in part, only on the written consent of all parties to this Agreement. c. This Agreement shall be binding upon, and shall inure to the benefit of, the parties to it and to their respective heirs, legal representatives, successors and assigns. d. It is intended that each Section of this Agreement shall be viewed as separate, and in the event that any Section shall be held to be invalid, the remaining Sections shall continue in full force and effect. e. Any notice, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing or transmitted electronically and shall be deemed to have been duly given when received, if personally delivered; upon confirmation of receipt (by use of "confirmation to sender" or other means) if transmitted by telecopy or by electronic or digital transmission method; or on the business day after it is sent, if sent for overnight delivery by a recognized overnight delivery service, charges prepaid, addressed as follows: If to a Shareholder, at his or her address as set forth on Exhibit A attached hereto. If to the Company: Elm Avenue Investment 2020, Inc. 1851 E. First Street, Suite 840 Santa Ana, CA 92705 Any party to this Agreement may change the address to which notices are to be sent hereunder by giving notice to each other party in the manner herein provided. f. This Agreement shall be governed by and construed in accordance with the laws of the State of California, and all matters with respect to the validity, interpretation, performance and DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 _______ _______ Chaves Martin Page 9 enforcement of this Agreement shall be determined by reference to the la ws of the State of California. g. AGREEMENT TO ARBITRATE SHAREHOLDER DISPUTES. Any arbitrable controversy, dispute or claim between Shareholders or any of them, arising out of or relating to this Agreement or relating to Shareholders’ rights and obligations as shareholders in the Company, and where damages greater than $7,500 are sought by any party, shall be settled by binding arbitration, at the request of either party. The arbitrability of any controversy, dispute, or claim under this Agreement or relating to Shareholders’ rights and obligations as shareholders in the Company, shall be determined by application of the substantive provisions of the Federal Arbitration Act (“FAA”), codified at 9 U.S.C. §1, et seq. A copy of the FAA can be viewed at www.columbia.edu/~mr2651/ecommerce3/2nd/statutes/FAA.doc, and a printed copy of the FAA will be provided to any Shareholder upon request and prior to execution of this Agreement. The parties intend that all such claims be arbitrated under the rules of the FAA, including any question as to whether a controversy, dispute or claim under this Agreement is arbitrable, however, to the extent that the FAA is deemed to be inapplicable to any controversy, dispute or claim, or portion thereof, the arbitration law of California will apply. (i) Arbitration shall be the exclusive method for resolving any dispute. (ii) If any term, provision, covenant, or condition of this Agreement is found invalid, void, or unenforceable, by a court of competent jurisdiction or an arbitrator, such term or terms will be severed from the Agreement and the remaining terms, provisions, covenants, and conditions of this Agreement will remain in full force and effect and shall in no way be affected, impaired, or invalidated. (iii) Shareholders asserting and defending any claim to be arbitrated will select an arbitrator by mutual agreement. If such Shareholders are unable to agree on a neutral arbitrator, either party may elect to obtain a list of arbitrators from the Judicial Arbitration and Mediation Service (“JAMS”), Alternative Dispute Resolution Services (“ADRS”), or any other reputable DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 _______ _______ Chaves Martin Page 10 dispute resolution organization. Information about neutral arbitrators available from JAMS and ADRS may be obtained online at http://www.jamsadr.com and http://www.adrservices.org. (iv) The demand for arbitration of disputes must be in writing and must be made by the aggrieved party within the statute of limitations period provided under applicable federal or state law for the particular claim. Failure to make a written demand wit hin the applicable statutory period constitutes a waiver to raise that claim in any forum. Arbitration proceedings will be held at any location within 25 miles of the Business or at any location agreed to by all Shareholders participating in the arbitration proceeding. (v) The arbitrator will apply the substantive law, and the law of remedies, if applicable, of the state in which the claim arose, or federal law, or both, as applicable to the claim or claims asserted. The arbitrator is without jurisdiction to apply any different substantive law or law of remedies. The arbitrator will apply the rules of the FAA to all procedural aspects of the arbitration proceeding, except that, where the FAA is silent, the arbitrator will apply the Federal Rules of Evidence. The arbitrator will have the discretion to issue protective orders or otherwise limit discovery where reasonably necessary, taking into account the parties’ mutual desire to have a speedy, less-formal, cost- effective dispute resolution mechanism. The arbitration shall be final and binding upon the parties. (vi) Following the hearing and the submission of the matter to the arbitrator, the arbitrator will issue a written opinion and award which will be signed and dated. The arbitrator should use his or her best efforts to issue the written award no later than 30 days from the latter of (1) the date the arbitration hearing concludes, or (2) the date that post-hearing briefs, if requested by the arbitrator, are filed by the parties. The arbitrator’s award will decide all issues submitted by the parties, and the arbitrator will not decide any issue not submitted. The arbitrator will prepare in DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 _______ _______ Chaves Martin Page 11 writing and provide to the parties a decision and award which includes factual findings and the reasons upon which the decision is based. The arbitrator will be permitted to award only those remedies in law or equity which are requested by the parties and allowed by law. (vii) The cost of the arbitrator and other incidental costs of arbitration that would not be incurred in a court proceeding will be borne equally by the parties. The parties will each bear their own costs, other than costs directly from the arbitration process, and attorney’s fees in any arbitration proceeding, provided, however, that the arbitrator will have the authority to order any party or parties to reimburse the arbitration fees of the party that the arbitrator, in his or her sole discretion, determines to be the prevailing party in the proceeding. NOTICE:  BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THIS AGREEMENT, INCLUDING YOUR RIGHTS AND OBLIGATIONS AS SHAREHOLDERS IN THE COMPANY, DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA AND FEDERAL LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THIS AGREEMENT. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE FEDERAL ARBITRATION ACT OR OTHER APPLICABLE LAWS. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 _______ _______ Chaves Martin Page 12 WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THIS AGREEMENT, INCLUDING DISPUTES OVER OUR RIGHTS AND OBLIGATIONS AS SHAREHOLDERS IN THE COMPANY, TO NEUTRAL, BINDING ARBITRATION. _______ _______ Chaves Martin h. This Agreement may be executed in one or more counterpart, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (Signatures on next page) DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 13 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. ELM AVENUE INVESTMENT 2020, INC. By: ___________________________ Joseph Martin, President . "SHAREHOLDERS" _______________________________ Daniel Chaves, an individual _______________________________ Joseph Martin, an individual DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 14 CONSENT OF SPOUSE OR DOMESTIC PARTNER The undersigned; constituting the spouses or domestic partners of the Shareholders who have signed the foregoing Shareholders' Agreement, hereby represent that each has read the foregoing Agreement and that each knows its contents. Each is aware that by its provisions the parties thereto agree to sell their shares to the Company or to the other Shareholders of the Company, including the undersigned's community or joint interest therein, on the occurrence of certain events, all as set forth in the Agreement. Each of the undersigned hereby consents to the sale, approves of the provisions of the Agreement, and agrees that the shares covered thereby and the undersigned's interest therein are subject to the provisions of the Agreement. Each of the undersigned represents that she or he will take no action at any time to hinder the operation of the Agreement as to the shares of capital stock of the Company covered thereby or the undersigned's interest therein. . _________________________________ _________________________________ Name of Signatory Name of Signatory’s Spouse ___________________ ________________________________________ Date Signature -------------------------------------------------------------------------------- _________________________________ _________________________________ Name of Signatory Name of Signatory’s Spouse ___________________ ________________________________________ Date Signature -------------------------------------------------------------------------------- _________________________________ _________________________________ Name of Signatory Name of Signatory’s Spouse ___________________ ________________________________________ Date Signature DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Exhibit A Shares Held and Addresses of the Shareholders Name Address Number of Shares Held Daniel Chaves 250 Joseph Martin 17500 Gillette Ave 750 Irvine, CA 92614 DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 1 ELM AVENUE RETAIL PARTNERS MANAGEMENT SERVICES AGREEMENT This Management Services Agreement (this “Agreement”) is made on December 3, 2020, by and between Elm Avenue Retail Partners 2020, (hereinafter referred to as “Partners” or the “License Holder”), a California unincorporated partnership, and Elm Avenue Investment 2020, Inc. (hereinafter referred to as “EAI2020” or the “Manager”), a California corporation. Partners and EAI2020 are each referred to herein as a “Party” and collectively as the “Parties.” RECITALS WHEREAS, Partners does hereby desire to engage the services of EAI2020 to perform certain administrative and management services involving a proposed Licensed Cannabis Business located at 2763 S. Elm Avenue, Fresno, California 93706 (the “Business”). WHEREAS, EAI2020 does hereby desire to perform such services in consideration of the compensation set forth herein. WHEREAS, the Parties acknowledge that such Agreement is in their mutual best interests. THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto hereby agree as follows: AGREEMENT TERMS 1. Term This Agreement shall take effect upon the execution of this Agreement and shall terminate one hundred-twenty (120) months after the execution of this Agreement, or at other such subsequent time as agreed to by the parties in writing. At the conclusion of the Term, EAI2020 will have the option to renew this Agreement under the conditions below: a) Partners does hereby agree to offer to EAI2020 no less than ten (10) extensions of this Agreement, for the same term and on the same conditions as apply to the original Term, so long as no default or breach is ongoing at the time such option to extend this Agreement is exercised; b) For avoidance of doubt, the Parties agree that the right to renew or extend this Agreement, on the same terms, shall be solely within the power of EAI2020 and Partners will not interfere with such right in any way whatsoever as no default or breach has been committed by EAI2020. EAI2020 may exercise its option to extend this Agreement by providing written notice of its intention to Partners no later than 90 days following the end of the Term or the end of an extended term, whichever may apply. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 2 2. Designated Representatives EAI2020 will designate one or more representatives who will act as the primary point of contact for Partners for all matters related to this Agreement and who shall make themselves available to consult with the directors, officers and department heads of Partners, at reasonable times upon request of Partners, concerning all matters relating to this Agreement. Partners will designate one or more representatives who will act as the primary point of contact for EAI2020 for matters related to this Agreement and who will have the authority to provide instructions, clarifications or make decisions when so requested by EAI2020. Either Party may replace such representative with an individual of comparable qualification and experience by notifying the other Party of such n ew appointment. 3. Scope of Services In exchange for the consideration contemplated herein, EAI2020 will provide the following services (the “Services”): a) At all times, manage and operate the Business in compliance with all local and State laws and regulations; b) Pay and maintain bond and insurance policies minimum requirements as applicable to both Business and Partners; c) Pay for all State tax, city tax, sales tax, franchise tax board tax, IRS income tax, and corporate tax for Business and Partners; d) Pay for the renewal of city cannabis permit and State cannabis license; e) Pay for all business maintenance, including but not limited to alarm, securities, internet, phone, registered agent, and bookkeeper; f) Pay for any and all cannabis open invoices; g) Pay for all employees, independent contractors, and any other individuals who are hired to work, or to run, the business and all employee taxes; h) Give to Partners full access to all POS systems, accounting, books, tax records, and any other items Partners requests to ensure compliance; and i) Pay all rents and costs required of any tenancy into which the Business enters. 4. Limited Liability Neither Party shall be liable to the other Party, or to anyone who may claim any right due to its DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 3 relationship with any such Party, for any acts or omissions on the part of the Party or the agents of any Party, except as set forth below. 5. Indemnification by Manager In consideration for Partners’ performances under this Agreement, Manager and Manager’s managing member, (as identified by the signature below) each hereby fully indemnify, defend, and hold harmless Partners and each of Partners’ owners, former owners, partners, employees, attorneys, accountants, representatives, and other agents (“Partners Indemnitees”) against all liabilities, claims, civil penalties, damages, losses, and expenses, including, but not limited to, reasonable attorney’s fees, court costs, and disbursements, incurred by Partners and/or Partners Indemnitees which are the direct or indirect consequence, in whole or in part, of: (a) any material, uncured breach of this Agreement by Manager; or (b) any act or omission of Manager or any of its respective designees, nominees, owners, employees, attorneys, accountants, representatives, and other agents (“Manager’s Affiliates”), in either case notwithstanding any concurrent or contributory negligence or other malfeasance by Partners and/or Partners Indemnitees. Manager’s indemnification obligations include, without limitation, any damages and civil penalties arising from a violation of local, state and/or federal law, regulation, ordinance, directive, or rule whatsoever, including violations of the California Labor Code, wrongful termination, violation of Title VII of the federal Civil Rights Act of 1964, violation of the Fair Employment and Housing Act, violation of the Industrial Welfare Commission Wage Orders, the failure to pay timely and accurate compensation, off-the-clock work, the failure to authorize and permit timely uninterrupted meal periods, the failure to authorize and permit timely uninterrupted rest breaks, the payment of meal period and/or rest break premiums, payroll violations, and inaccurate wage statements, unpaid travel time, failure to reimburse business expenses, among other violations. Partners’ and Partners Indemnitee’s entitlement to defense from Manager will be immediate upon receipt of actual or constructive notice of a claim of violation being asserted against Partners or Partners Indemnitees. Manager’s obligations under this Section survive termination of this Agreement without limitation, unless this Agreement is assigned or sold in writing by Manager with written consent of the Partners, at which time the Manager’s obligations shall thereafter be owed to the party purchasing or taking an assignment of this Agreement in place of Manager. 6. EAI2020 Right to Retain Revenue/Profit Participation by Certain Partners Parties hereto hereby agree that, in exchange for providing the Services identified in Section 3 above, EAI2020 shall receive the exclusive right to retain all revenue from any and all Business, except that in any given month where the Business has revenue in excess of expenditures, and subject to EAI2020’s sole determination that such partner is achieving his targets as to Target Hours and Revenue Targets (as those terms are defined in the Option Agreement), Partner Justin Myles Ramirez may receive discretionary payments of portions of such monthly profits. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 4 7. Exclusivity Parties agree that the rights and obligations contained in this Agreement are solely exclusive to the Parties of this Agreement, and parties further agree to not enter into any other agreements with any other party(ies) relating to the rights, obligations, and/or subject matter contained herein. 8. Partners Covenants To Not Dissolve Business Partners hereby agrees to not dissolve, suspend, cease operations of the Business during the life of this Agreement, nor will it cause the local license to be withdrawn from the local jurisdiction, or State License to be withdrawn by the State. 9. Warranties and Representations of EAI2020 EAI2020 hereby represents, warrants, and covenants to Partners, with the understanding Partners is relying upon such representations, warranties, and covenants that: a) EAI2020 shall not engage in any contract/agreement, whether in writing or verbal, to share the license, or to sell hubs, equity, or any ownership interest; b) EAI2020 shall only sell cannabis products to private customers and shall not sell any cannabis products to other licensees; c) EAI2020 shall provide a copy of all paid tax receipts, local and state notices, bond policies and insurance policies, to Partners upon such request; d) EAI2020 shall defend Partners against any lawsuits, claims, etc., arising out of EAI2020’s performance of its obligations contained in this Agreement; e) No representation or warranty by EAI2020 in this paragraph, or in any other paragraph of this Agreement, or in any certificate or other document furnished or to be furnished by EAI2020 pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit a material fact necessary to make the statements contained herein not misleading or necessary in order to provide Partners with complete and accurate information as to EAI2020; f) The execution, delivery, and performance of this Agreement by EAI2020 has been duly and validly authorized by any required corporate action and by all other necessary action on the part of EAI2020 and any corporate board. This Agreement constitutes the legally valid and binding obligation of EAI2020, enforceable against EAI2020 in accordance with its terms except as its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws and equitable principles relating to or limiting creditors' rights generally. The execution, delivery, and performance of this Agreement by EAI2020 and the execution, delivery, and performance of any DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 5 related agreements or contemplated transactions by EAI2020, will not violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any material contract of EAI2020 as set forth in this Agreement, or result in the imposition of any encumbrance or lien against any asset or properties of EAI2020 or violate any state, federal, or local law; g) Manager shall comply with all applicable federal, state, and local laws with respect to Business’s employees and with respect to Manager’s interactions with Business’s employees; and h) Manager shall comply with employment and other laws and regulations applicable to all employees, including the California Labor Code and the Industrial Welfare Commission Wage Orders, at all times during which the Manager manages employees of the Business and otherwise provides services under this Agreement. 10. Warranties and Representations of Partners Partners hereby warrants and represents to EAI2020 as follows: a) No representation or warranty by Partners in this paragraph, or in any other paragraph of this Agreement, or in any certificate or other document furnished or to be furnished by Partners pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit a material fact necessary to make the statements contained herein not misleading or necessary in order to provide EAI2020 with complete and accurate information as to Partners; b) Partners hereby agrees to fully cooperate, and assist, EAI2020 in any of its efforts to communicate and/or deliver necessary financial, informational, and/or any other information to any regulatory agency, in furtherance of its operational control of the business; and c) The execution, delivery, and performance of this Agreement by Partners has been duly and validly authorized by any required corporate action and by all other necessary action on the part of Partners and any corporate board. This Agreement constitutes the legally valid and binding obligation of Partners, enforceable against Partners in accordance with its terms except as its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws and equitable principles relating to or limiting creditors' rights generally. The execution, delivery, and performance of this Agreement by Partners and the execution, delivery, and performance of any related agreements or contemplated transactions by Partners, will not violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any material contract of Partners as set forth in this Agreement, or result in the imposition of any encumbrance or lien against any asset or properties of Partners, or violate any state, federal, or local law. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 6 12. Compliance With Law; Quality Assurance Each Party agrees to conduct its business in compliance with all applicable laws, rules and ordinances, including any applicable local or state laws, ordinances and regulations. In the event that any disciplinary or other actions are initiated against either Party relating to the subject matter of this Agreement, the Party at issue shall immediately inform the other Party of such action and the underlying facts and circumstances. Deficiencies discovered in the performance of any EAI2020 personnel or in the quality of the Services shall be reported immediately to Partners and appropriate steps shall be taken by EAI2020 to remedy such deficiencies. 13. Disclosures Required by Law Each Party acknowledges and is aware that the Business is a licensed commercial cannabis business. Each Party further acknowledges that as a result of the Services that Manager shall provide Business pursuant to this Agreement, Manager may be required to disclose certain owners and financial interest holders of the Business under applicable law. Manager and Partners will promptly and without delay work in good faith to disclose all information as may be required by applicable law. The Parties further agree and acknowledge that any required disclosure of Manager for the purposes of complying with any applicable law will not alter the respective liabilities and indemnifications of the Parties as set forth in this Agreement. 14. Vendors Manager shall engage any and all new cannabis and non-cannabis vendors, and shall be responsible for all costs and open accounts arising from the use of such vendors, including the costs of all stock-in-trade, including regulated products. 15. Regulatory Approval and Change in Law This Agreement may be subject to approval by state and local regulatory authorities, either now or in the future. In the event that state or local law changes such that this Agreement must be reformed in the reasonable opinion of Manager’s counsel, or the applicable licensing authorities notify the Parties that this Agreement must be reformed for any other reason, the Parties will negotiate in good faith for no less than sixty (60) days to reform this Agreement to comply with applicable law. The parties agree to negotiate in good faith to effectuate the further ability of EAI2020 to continue operations under a different Management Services Agreement, or other similar agreement giving EAI2020 managerial control of the Business. 16. Notices All notices and demands shall be given in writing either by personal service or by registered or certified mail, postage prepaid, and return receipt requested, or by facsimile or email transmission with a confirmation copy to be sent by mail. Any such notice shall be effective as of the date it is DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 7 transmitted and mailed or delivered, if transmitted by facsimile or email transmission on or before 5:00 p.m., Pacific Time; or on the following day if transmitted after 5:00 p.m., Pacific Time. Notices shall be addressed as shown below for each Party, except that, if any Party gives notice of a change of name or address, notices to that Party shall thereafter be given as shown in that notice. If to Partners: 2763 S. Elm Avenue Fresno, CA 93706 jdale@michellawyers.com If to EAI2020: 1851 E. First Street, Suite 840 Santa Ana, CA 92705 17. Remedies Cumulative; Specific Performance The rights and remedies of the Parties hereto shall be cumulative and not alternative. The Parties hereto agree that: (a) in the event of any breach or threatened breach by any Party hereto of any covenant, obligation or other provision set forth in this Agreement, the other Party shall be entitled (in addition to any other remedy that may be available to it) to (i) a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision, and (ii) a temporary restraining order and/or an injunction restraining such breach or threatened breach; and (b) such other Party shall not be required to provide any bond or other security in connection with any such decree, order or injunction or in connection with any related action or Proceeding. In the event such bond cannot be waived, the Parties agree that it shall be set at a nominal amount. 18. Independent Contractor EAI2020 represents that it is a business formed and operating solely for the purpose of providing cannabis management services, that it conducts such services as part of the business services it provides to the public, and that it is licensed or will obtain a business license in the relevant jurisdiction to perform such services. Partners is relying upon these representations in agreeing to allow EAI2020 to perform the management services that are the subject of this agreement, and to collect the revenue therefrom. All materials, equipment, software, hardware and facilities owned by EAI2020 and used in connection with the performance of the Services by EAI2020 shall remain the exclusive property of EAI2020 and no right, title, license or equitable claim for its use shall arise to or be asserted by Partners. All materials, equipment, software, hardware and facilities owned by Partners and utilized by EAI2020 in connection with the performance of the Services by EAI2020 shall remain the exclusive property of Partners and no right, title, license or equitable claim for its use shall arise to or be asserted by EAI2020. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 8 19. Agreement to Maintain Separate Accounts The Parties shall work together to ensure that all accounts, ledgers and information for Partners will be maintained in separate and discrete formats distinct from those maintained by EAI2020 for its own purposes, except that, where local or state law requires that payments be made or accounts be maintained by Partners as a licensed entity, the Parties will work together to obtain and maintain any such required accounts in a reasonable manner so as to affect the terms of this Agreement and fulfill the Parties’ obligations under this Agreement. 20. Force Majeure Either Party shall be excused from performing its obligations under this Agreement if its performance is delayed or prevented by any event beyond such Party’s reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of the public enemy (terrorism), insurrections, riots, embargoes, explosions or floods, provided that such performance shall be excused only to the extent of and during the reasonable continuance of the effect of such force majeure. 21. Governing Law This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of California (without giving effect to principles of conflicts of laws). 22. Dispute Resolution: Agreement to Arbitrate Disputes Any arbitrable controversy, dispute or claim between the Parties, or any of them, arising out of or relating to this Agreement, and where damages greater than $7,500 are sought by any party, shall be settled by binding arbitration, at the request of eith er party. The arbitrability of any controversy, dispute, or claim under this Agreement shall be determined by application of the substantive provisions of the Federal Arbitration Act (“FAA”), codified at 9 U.S.C. §1, et seq. A copy of the FAA can be viewed at www.columbia.edu/~mr2651/ecommerce3/2nd/statutes/FAA.doc, and a printed copy of the FAA will be provided to any Shareholder upon request and prior to execution of this Agreement. The Parties intend that all such claims be arbitrated under the rules of the FAA, including any question as to whether a controversy, dispute or claim under this Agreement is arbitrable, however, to the extent that the FAA is deemed to be inapplicable to any controversy, dispute or claim, or portion thereof, the arbitration law of California will apply. a) Arbitration shall be the exclusive method for resolving any dispute. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 9 b) If any term, provision, covenant, or condition of this Agreement is found invalid, void, or unenforceable, by a court of competent jurisdiction or an arbitrator, such term or terms will be severed from the Agreement and the remaining terms, provisions, covenants, and conditions of this Agreement will remain in full force and effect and shall in no way be affected, impaired, or invalidated. c) Parties asserting and defending any claim to be arbitrated will select an arbitrator by mutual agreement. If such Shareholders are unable to agree on a neutral arbitrator, either party may elect to obtain a list of arbitrators from the Judicial Arbitration and Mediation Service (“JAMS”), Alternative Dispute Resolution Services (“ADRS”), or any other reputable dispute resolution organization. Information about neutral arbitrators available from JAMS and ADRS may be obtained online at http://www.jamsadr.com and http://www.adrservices.org. d) The demand for arbitration of disputes must be in writing and must be made by the aggrieved Party within the statute of limitations period provided under applicable federal or state law for the particular claim. Failure to make a written demand within the applicable statutory period constitutes a waiver to raise that claim in any forum. Arbitration proceedings will be held at any location within 25 miles of the Business or at any location agreed to by all Shareholders participating in the arbitration proceeding. e) The arbitrator will apply the substantive law, and the law of remedies, if applicable, of the state in which the claim arose, or federal law, or both, as applicable to the claim or claims asserted. The arbitrator is without jurisdiction to apply any different substantive law or law of remedies. The arbitrator will apply the rules of the FAA to all procedural aspects of the arbitration proceeding, except that, where the FAA is silent, the arbitrator will apply the Federal Rules of Evidence. The arbitrator will have the discretion to issue protective orders or otherwise limit discovery where reasonably necessary, taking into account the parties’ mutual desire to have a speedy, less-formal, cost-effective dispute resolution mechanism. The arbitration shall be final and binding upon the parties. f) Following the hearing and the submission of the matter to the arbitrator, the arbitrator will issue a written opinion and award which will be signed and DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 10 dated. The arbitrator should use h is or her best efforts to issue the written award no later than 30 days from the latter of (1) the date the arbitration hearing concludes, or (2) the date that post-hearing briefs, if requested by the arbitrator, are filed by the Parties. The arbitrator’s award will decide all issues submitted by the Parties, and the arbitrator will not decide any issue not submitted. The arbitrator will prepare in writing and provide to the Parties a decision and award which includes factual findings and the reasons upon which the decision is based. The arbitrator will be permitted to award only those remedies in law or equity which are requested by the Parties and allowed by law. g) The cost of the arbitrator and other incidental costs of arbitration that would not be incurred in a court proceeding will be borne equally by the Parties. The Parties will each bear their own costs, other than costs directly from the arbitration process, and attorney’s fees in any arbitration proceeding, provided, however, that the arbitrator will have the authority to order any Party or Parties to reimburse the arbitration fees of the Party that the arbitrator, in his or her sole discretion, determines to be the prevailing party in the proceeding. NOTICE:  BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THIS AGREEMENT DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA AND FEDERAL LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THIS AGREEMENT. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE FEDERAL ARBITRATION ACT OR OTHER APPLICABLE LAWS. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 11 WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THIS AGREEMENT TO NEUTRAL, BINDING ARBITRATION. _______ _______ Partners EAI2020 23. Attorney’s Fees and Costs If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the Parties shall each bear their own respective attorney’s fees and costs of such action, except where as may be provided for above in regard to costs of arbitration. 24. Section Headings The section headings in this Agreement are inserted solely for convenience of reference, are not a part of, and are not intended to govern, limit or aid in the construction of any term or provisions hereof. 25. Waiver The waiver of any covenant, condition or duty hereunder by either Party shall not prevent that Party from later insisting upon full performance of the same. 26. Counterparts This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. 27. Parties Bound; Assignment This Agreement is binding on and inures to the benefit of the Parties to it and their respective heirs, executors, administrators, legal representatives, successors, and assigns when permitted by this Agreement. 28. Legal Construction In the event that any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions, and the Agreement will be construed as if the invalid, illegal, or unenforceable provision had never been contained in it. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 12 29. Interpretation; Severability Whenever possible, each part of this Agreement shall be interpreted as effective and valid. If any of this Agreement is found invalid, illegal, or unenforceable in any jurisdiction or by any regulatory agency, the invalidity, illegality, or unenforceability shall not affect any other part of this Agreement in that jurisdiction, and this Agreement shall be enforced in that jurisdiction as if this Agreement never contained the invalid, illegal, or unenforceable part. If possible, the Parties will amend this Agreement to modify any invalid, illegal, or unenforceable part to render it valid, legal, and enforceable and to preserve, as much as is reasonably practicable, the original intent of the invalid, illegal, or unenforceable part. Each Party had its own counsel or access to counsel during the negotiation and drafting of this Agreement. The Parties negotiated the words used in this Agreement. Neither Party is a fiduciary of the other. The fact that a particular Party drafted the language at issue shall not be a consideration when resolving any ambiguity in this Agreement. (Signatures on Next Page) DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 13 IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of the date first written above. “PARTNERS” Elm Avenue Retail Partners 2020, a California unincorporated partnership By: ______ _ _________________ Name: Justin Miles Ramirez Title: General Partner “EAI2020” Elm Avenue Investment 2020, Inc., A California corporation By: _ _________________________ Name: Joseph Martin Title: President DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 1 OPTION AGREEMENT – ELM AVENUE RETAIL PARTNERS 2020 THIS OPTION AGREEMENT (“Option Agreement”) is made this 3rd day of December, 2020 (the “Effective Date”) by Justin Myles Ramirez (“Optionor”), and Elm Avenue Investment 2020, Inc., a California corporation, (“Optionee”). RECITALS WHEREAS, Optionor and Optionee have, concurrently herewith, entered into that certain Partnership Agreement dated December 3, 2020 for the purpose of operating a cannabis business in Fresno, California (the “Business”); WHEREAS, Optionee will be providing the initial build-out and operating capital and the parties agree that providing such monetary capital will entail significant monetary risk for Optionee; WHEREAS, Optionor will not initially be providing monetary capital to the partnership and will instead provide “sweat equity;” and WHEREAS, To promote equity among the partners as regards their contribution to the partnership efforts, the partners desire to set revenue goals for the Business for the Optionor to provide marketing and other efforts to help achieve. NOW, Therefore, it is agreed as follows: 1. TITLE AND SCOPE OF WORK Optionor will be given the title of “Marketing Officer” for the Business. In this role he will use his best efforts to promote the Business in order to increase customers and revenue. Efforts will be measured by the Revenue Targets as defined below. In promoting the Business, Optionor DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 2 may use any commercially reasonable and accepted method for marketing the Business. Optionor’s efforts in this role will be solely in his capacity as a partner in the partnership, and he acknowledges that he will not be deemed to be an employee of the Business or otherwise subject to remuneration for his efforts beyond the consideration provided in the Partnership Agreement and in this Option Agreement. 2. REVENUE TARGETS AND PROJECTIONS Optionor’s efforts in promoting the Business will be measured based on the Revenue Targets. Revenue Targets include all income received by the Business minus any returns, charge- backs, or credits (“Gross Revenue”). Revenue Targets will be measured within the given Revenue Target Measurement Periods identified below. Revenue Targets: Within twelve (12) months of commencement of operation (as defined in the Partnership Agreement), the Business must achieve Gross Revenue of Within eighteen (18) months of commencement of operation, the Business must achieve Gross Revenue of Within twenty-four (24) months of commencement of operation, the Business must achieve Gross Revenue of 3. GRANT OF OPTION Optionor grants to Optionee the exclusive right and option to immediately purchase his respective full partnership share under the following terms: Should Optionor fail to reach his DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 3 Revenue Target for any Revenue Target Measurement Period, Optionee may purchase such Optionor’s partnership shares in full by providing a writing to Optionor indicating Optionee’s exercise of this Option. For purposes of valuing Optionor’s partnership share at the time(s) of exercise of the Option, the value of each one-percent interest of partnership share shall be calculated using the prior twelve (12) months of earnings before interest, taxes, depreciation, and amortization (EBITDA) divided by 1000. Within sixty (60) days following the written notice of intent to exercise the Option, Optionee shall tender to Optionor the full value of his partnership shares minus any Capital Injection Credits (as defined in the Partnership Agreement). Should the value of Capital Injection Credits exceed the value of Optionor’s partnership share, the Optionee will not be entitled to the payment from either Optionor for the amount such Capital Injection Credits that exceed the aggregate value of the Optionor’s partnership shares. Upon tender of the amount due to Optionor, or written identification of the value of Capital Injection Credits applied to Optionor’s partnership share, or both if necessary, the Optionor’s partnership shares will be deemed to be fully transferred to Optionee with no further action necessary to effect the transfer. Optionor agrees to cooperate by executing all documents reasonably necessary following the exercise of the Option to effect the transfer of the partnership shares, including any documents that may be required by any local or state agency as regards the maintenance or transfer of licenses of the Business. Where the method of valuation in this Option Agreement conflicts with any method of valuation of a partner’s share set forth in the Partnership Agreement, for purposes of any purchase (but not forfeiture) of Optionor’s partnership share during the term of this Option Agreement (as defined below), it is the intention of the parties that the valuation method in this Option Agreement shall supersede any method of valuation set forth in the Partnership Agreement or otherwise DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 4 deemed to be commercially reasonable. 4. INITIAL TERM OF OPTION The initial term of the option shall commence on the Effective Date of this Option Agreement and shall continue until twenty-six (26) months following the commencement of the operations of the Business (“the Term”). 5. CONSIDERATION As consideration for the grant of this Option for the Term, Optionee has entered into the Partnership Agreement and agreed to provide the build-out and initial operational capital for the Business, as described in the Partnership Agreement, the value of which is estimated to be between . 6. DEFAULT AND REMEDIES FOLLOWING EXERCISE In the event Optionee, after notifying Optionor of its intent to exercise its Option, fails to proceed with the closing of the purchase of the Property, Optionor will be entitled to seek specific performance of this Option Agreement and any consequential money damages. In the event Optionor fails to cooperate in the sale of his partnership share pursuant to the terms and provisions of this Option Agreement, Optionee will be entitled to seek (a) specific performance of this Option Agreement as well consequential money damages. In the event Optionor attempts to sell or otherwise dispose of his partnership share (or portion thereof) to any party other than Optionee prior to the end of the Term, Optionee will be entitled to seek (1) specific performance of this Option Agreement as well as consequential money DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 5 damages, or (2) an order enjoining the sale or disposition of the partnership share in violation of this Option Agreement. 7. COVENANTS AND WARRANTIES OF OPTIONOR Through the Term of this Option, Optionor warrants that he shall not encumber, dispose of the partnership share, or otherwise impair Optionee’s purchase rights under this Option Agreement. 8. ATTORNEY’S FEES In the event of any action at law or in equity between the parties arising from or in connection with this TR Agreement, the parties shall bear their own respective attorney’s fees and costs of such action. 9. NOTICES All notices and demands shall be given in writing either by personal service or by registered or certified mail, postage prepaid, and return receipt requested, or by facsimile or email transmission with a confirmation copy to be sent by mail. Any such notice shall be effective as of the date it is transmitted and mailed or delivered, if transmitted by facsimile or email transmission on or before 5:00 p.m., Pacific Time; or on the following day if transmitted after 5:00 p.m., Pacific Time. Notices shall be addressed as shown below for each party, except that, if any party gives notice of a change of name or address, notices to that party shall thereafter be given as shown in that notice. To Optionor: Justin Myles Ramirez DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 6 To Optionee: Elm Avenue Investment 2020, Inc. 1859 E. First Street, Suite 840 Santa Ana, CA 92705 10. ENTIRE AGREEMENT This Option Agreement contains the entire agreement between the parties pertaining to the subject matter in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Option Agreement shall be binding unless executed in writing by all parties. 11. COUNTERSIGNATURES This Option Agreement may be signed in counterparts and delivered by email or facsimile to the other parties, each of which signed agreement shall be deemed an original instrument and together shall constitute the entire agreement. (Signatures on next page) DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 7 12. CAPTIONS The captions to the Sections of this Option Agreement are inserted for convenience only and shall not affect the intent of this Option Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Option Agreement the day and year first above written. OPTIONOR JUSTIN MILES RAMIREZ _____________________________ OPTIONEE ELM AVENUE INVESTMENT 2020, INC, a California corporation By: ___________________________ Name: Joseph Martin Title: President DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 1 Elm Avenue Retail Partners 2020 Partnership Agreement THIS PARTNERSHIP AGREEMENT is made this 3rd day of December, 2020, by and between the following parties: Name Address Partnership share Justin Myles Ramirez 51 percent Elm Avenue Investment 2020, Inc. 1851 E. First St., Suite 840 Santa Ana, CA 92705 49 percent 1. Nature of Business. The partners listed above hereby agree to acquire licensing and real estate to operate a retail, distribution, or cultivation cannabis business within the city of Fresno, California, such business to be operated in conformance with local and state law. Hereinafter this will be referred to as the “Business.” 2. Name. The Business shall be conducted under the name to which the partners may agree. 3. Term. The term of this Agreement shall be for duration of the business, unless the partners mutually agree in writing to a different period. 4. Day-To-Day Operation. The partners shall provide their best efforts to the Business and the partnership. Each partner shall have their percentage rights to manage and control the Business. Should there be differences between the partners concerning ordinary business matters, a decision shall be made by majority vote. It is understood that the partners may elect one of the DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 2 partners to conduct the day-to-day business of the Business, however, no partner shall be able to bind the partnership by act or contract to any liability exceeding $ without the prior written consent of a majority of the partners. In the event that a decision regarding the day-to-day operation of the business cannot be agreed to by a majority of the partners, the partners agree to submit the issue to a neutral selected through any Fresno County office of JAMS or ADR Services. The scope of such neutral’s engagement will be solely limited to breaking the deadlock of the partners, with such decision made after telephonic conference with the partners, with such decision being binding, final, and enforceable by any partner in the Fresno County Superior Court in Fresno, California. 5. Capital Contribution. The capital contribution of each partner to the partnership shall consist of the following property, services, or cash which each partner agrees to initially contribute: Name Contribution Justin Myles Ramirez Efforts on behalf of the partnership business, including marketing. Elm Avenue Investment 2020, Inc. A lease in a suitable retail space and capital contributions necessary to build-out and begin operation. The partnership shall maintain a capital account record for each partner. Non-monetary capital (such as efforts on behalf of the partnership, i.e., “sweat equity”) shall not be recorded as capital on a partner’s capital account record, and for all purposes in this agreement other than this agreement’s formation, the partners agree that non-monetary capital does not satisfy a partner’s capital contribution requirement. Should any partner’s capital account fall below the agreed-to DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 3 amount, then that partner shall (1) have his share of partnership profits then due and payable applied instead to his capital account; and (2) pay any deficiency to the partnership if his share of partnership profits is not yet due and payable or, if his share is due and payable, his share is insufficient to cancel the deficiency. Where any partner fails to provide any subsequent Capital Injection when required under this agreement or when called for by a majority of the partners, such partner shall forfeit his equity to interest to all partners who have provided such Capital Injection or Capital Injection equivalent. 6. Obligation to Perform. The obligation of the partners herein to fulfill their obligations to the partnership under this agreement will exist so long as the Business is granted all necessary cannabis licenses by the City of Fresno and State of California. Should the Business be unable to begin operations within a reasonable time period following execution of this agreement, including due to the failure to obtain licensing or real estate to conduct the Business, any partner may terminate the partnership by providing written notice of termination to the other partners. For purposes of this agreement, the Business will have commenced operations when it obtains a cannabis license from the City of Fresno. 7. Profits and Losses. The profits and losses of the partnership shall be divided by the partners in accordance with each partner’s share at the end of each calendar year unless the partners unanimously agree to some other schedule for distribution. 8. Waiver of Certain Fiduciary Obligations. In recognition that the partners, and each of them, operate cannabis or cannabis-related businesses within the locale of the Business and will DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 4 continue to do so during the term of this agreement, the parties each waive as against the others any claim for breach of fiduciary duty by any of the others for continuing to operate such competing businesses, by taking any opportunity for such other business in lieu of providing such opportunity to the Business, or devoting time, capital. and other resources to such other business , however, nothing herein will permit or excuse any partner from engaging in a conflict of interest as regards the use of or profit from the income, assets, capital, or equipment of the Business, except that it will be no conflict of interest for any partner to charge any amount of rent to the partnership for use of that partner’s real property to conduct the Business. By their execution of this agreement, each partner acknowledges that it is aware of all of the other competing businesses of the other partners, whether such business has been expressly disclosed or not. 9. Acknowledgment of Risks Regarding Federal Schedule 1 Drugs. Each partner acknowledges that while the purpose of the Business is lawful under California law, federal law still treats the cultivation, distribution, sales, and related cannabis activities as an illegal activity involving a Schedule 1 Drug under the federal Controlled Substances Act. As such, the partners understand that cannabis business operators e can be charged federally with illegal possession, illegal manufacturing, illegal distribution, illegal possession with intent to manufacture, distribute, or dispense, or violations of the RICO Act (Racketeer Influenced and Corrupt Organizations Act) even though the Business may be in compliance with all state laws. Each partner covenants to the others that he has consulted with his own legal counsel about such risks prior to entering into this agreement. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 5 10. Management. The General Partner shall manage the day-to day-operations of the Business, provided however, that the partnership will enter into a Management Services Agreement (“MSA”) with Elm Avenue Investment 2020, Inc. to provide day-to-day operational support, including management, staffing, stock-in-trade, accounting, and regulatory compliance, under the terms set forth in Exhibit “A.” Such MSA will provide for a quarterly management report to be provided to the partners. The MSA may not be terminated without the consent of all of the partners. 11. Capital Injection. To assist the partners in building out the Business, the minority partner Elm Avenue Investment 2020, Inc. has agreed to inject all capital necessary to acquire an appropriate leasehold, build out the business space in order to begin operations, and supply all fixtures and stock in trade. Because of this, the partners are in agreement that Elm Avenue Investment 2020, Inc. will be entitled to a Capital Injection Credit equal to 2.5 times the aggregate build-out and startup costs incurred as of the time any Capital Injection is required, such credit inclusive of the costs paid by the partnership for rent. Within twelve (12) months following the obtaining of any license by the Business, all partners must make a monetary capital injection to the partnership equal to 2.5 times the aggregate build-out and startup costs incurred within the first twelve (12) months of operation. Within eighteen (18) months following the obtaining of any license by the Business, all partners must make an additional monetary capital injection sufficient to have contributed capital equivalent to 2.5 times the aggregate build-out and startup costs incurred within the first eighteen (18) months of operation. DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 6 12. No Assignment Without Approval. No partner may alienate or assign their partnership interest in the partnership without the approval of all partners. In the event that any partner attempts to sell their partnership interest, the First Right of Refusal Clause contained in this agreement will apply to such sale. 13. Termination. In the event this agreement is terminated due to the inability of the Business to begin operations, each partner will be entitled to return of his capital contribution less any expenses incurred deducted therefrom in proportion to such partners share. Upon commencement of Business operations, this agreement can only be terminated by majority vote of the partners or by court ordered dissolution. In the event this agreement is terminated after the Business begins operations, the assets and cash of the partnership will be used to pay all creditors, with the remaining amounts, including any real estate, to be liquidated and be distributed to the partners according to the proportionate share of each partner’s monetary capital contribution. 14. Marketing and Targeted Revenue Goals. As further consideration for the minority partner providing the aggregate build-out and startup costs, the partners agree that the partner providing initial sweat equity to the partnership shall provide marketing support sufficient to build the aggregate revenue to certain milestones within twelve (12), eighteen (18), and twenty-four (24) months following the Business obtaining the license. Should the partner’s efforts fail to reach these revenue targets, or should the partner fail to spend the necessary time on marketing and promotional efforts, Elm Avenue Investment 2020, Inc. will have the option to purchase the other partner’s partnership interest pursuant to the terms set forth in that certain Elm Avenue Retail Partners 2020 Option Agreement attached as Exhibit “B.” DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 7 15. First Right of Refusal. All partners are to be given first right to buy any partner’s share prior to the sale, alienation, assignment, transfer, or devise of such partner’s share to any third party. Such right of refusal will be offered in writing by the selling party no less than thirty (30) days prior to the date of any sale to a third-party purchaser. Such right will be offered at the same price and on the same or similar other terms as are being offered to the third -party purchaser, including any offer to carry financing on the sale. Where the assignment of a partner’s interest is due to that partner’s death or incapacity, the right to purchase will be offered at the going market rate for such share as established by the value of three (3) times the Business’s annual average earnings before interest, taxes, depreciation, and amortization (EBITDA) added to the value of the partner’s proportionate share of equipment then owned by the partnership. This purchase right will be subject to the application of a credit to any partner who has injected monetary capital or holds any Capital Injection Credit. Any sale or assignment of a partner’s interest in violation of the terms of this agreement will be void or voidable by the other partners. This First Right of Refusal will extinguish if the partnership interests are transferred or forfeited to a single partner. 16. Withdrawal or Death of Partner. In the event a partner withdraws or retires from the partnership for any reason, including death, the remaining partner may continue to operate the partnership using the same name. A withdrawing partner shall be obligated to give sixty (60) days’ prior written notice of his intention to withdraw or retire and he or his estate will be obligated to sell his interest in the partnership. No partner or partner’s estate shall transfer that partner’s interest in the partnership to any third party (including to any devisee or successor taking ownership by operation of a will, a trust, the law of community property, or by intestate succession) without the DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 8 other partner being given the first right of refusal to purchase such interest under the terms set forth in this agreement. 17. Interpretation. This agreement was jointly negotiated and drafted by all of the partners such that no partner or set of partners will be deemed to have been the drafter of this agreement for purposes of its interpretation. Where this agreement is silent or ambiguous as to any aspect of the parties’ rights or obligations under this agreement, the intent of the parties will control, except that where such intent cannot be determined by the language of this agreement or by extrinsic evidence, such issue, term, right, or obligation will be governed by the California Revised Uniform Partnership Act, Corporations Code section 16100, et seq. 18. Effect or Registration or Charter. The partners may agree to register this partnership with any authorit y so charged with registering partnerships or seek chartered status, including with the California Secretary of State. The partners agree that such registration or charter status is not a precondition to this agreement being binding on and effective as to the partners, or for the formation of a partnership, and in any circumstance, this agreement can be enforced under contractual principles to effect the intent of the parties as expressed in this agreement. (Signatures on Next Page) DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Page 9 19. Disputes. This agreement shall be governed by the laws of the State of California. Any disputes arising out of this agreement will be adjudicated in the Fresno County Superior Court in Fresno, California. The parties to any such action will bear their own respective attorney’s fees and costs of suit. IN WITNESS WHEREOF, the partners have duly executed this agreement on the day and year set forth hereinabove. _______________________________ Justin Myles Ramirez _______________________________ Elm Avenue Investment 2020, Inc. by: Joseph Martin, its President DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Exhibit “A” – Management Services Agreement DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 Exhibit “B” – Targeted Revenue Agreement DocuSign Envelope ID: 493FCABF-3C2A-413B-821D-5D93B7712A64 PLANNING AND DEVELOPMENT DEPARTMENT 2600 Fresno Street • Third Floor Jennifer K. Clark, AICP, Director Fresno, California 93721-3604 (559) 621-8277 FAX (559) 498-1026 November 17, 2020 Please reply to: Rob Holt (559) 621-8056 Joseph Martin 17500 Gillette Avenue Irvine, CA 921614 Dear Applicant: SUBJECT: ZONING INQUIRY NUMBER P20-03915 REQUESTING INFORMATION REGARDING CANNABIS RETAIL FOR PROPERTY LOCATED AT 2763 SOUTH ELM AVENUE (APN 328-240-32) Thank you for your inquiry regarding the allowance of new cannabis retail uses. The requested information about cannabis retail uses was analyzed using Article 27, Chapter 15 of the Fresno Municipal Code (FMC) of the City of Fresno. Please note, all research for this inquiry is based on existing land development of the subject property. If there are multiple buildings on the subject property, this research was based on the address provided in the request. This research does not take into effect of future development unless provided in your application request. With that, research of a proposed cannabis retail business on the subject property conveys the following: 1. All cannabis retail businesses must be located on property zoned DTN (Downtown Neighborhood), DTG (Downtown General), CMS (Commercial Main Street), CC (Commercial Community), CR (Commercial Regional), CG (Commercial General), CH (Commercial Highway), NMX (Neighborhood Mixed-Use), CMX (Corridor/Center Mixed- Use), RMX (Regional Mixed-Use), and must meet all of the requirements for development in these zones, including, but not limited to, parking, lighting, building materials, etc. The subject property is zoned NMX , which is one of the allowable zone districts for cannabis retail businesses. Development standards of the CMS zone district are available in Sections 15-1103, 15-1104, and 15-1105 of the FMC. The subject location meets the zone district requirement, per Section 15-2739.B.1.a of the FMC, for a cannabis retail business. 2. All building(s) in which a cannabis retail business is located shall be no closer than 800 feet from any property boundary containing the following: (1) A cannabis retail business; (2) A school providing instruction for any grades pre-school through 12 (whether public, private, or charter, including pre-school, transitional kindergarten, and K-12); (3) A day care center licensed by the state Department of Social Services that is in existence at the time a complete commercial cannabis business permit application is submitted; and, (4) A youth center that is in existence at the time a complete commercial cannabis business permit is submitted. Zoning Inquiry P20-03915 2763 South Elm Avenue Page 2 November 17, 2020 The subject property is not located within 800 feet of the property boundary of any of the above-mentioned uses. The subject building meets the separation requirements, per Section 15-2739.B.1.b of the FMC, for a cannabis retail business. 3. Prior to commencing operations, a cannabis retail business must obtain a Cannabis Conditional Use Permit from the Planning and Development Department per Section 15- 2739.N of the FMC. 4. No more than 2 cannabis retail businesses may be located in any one Council District. If more than 14 are ever authorized by Council (more than 2 per Council District), they shall be dispersed evenly by Council District. The subject property is in Council District 3. There are currently no cannabis retail businesses located in Council District 3. This location requirement is satisfied for a cannabis retail business. Please review the entirety of Article 33, Chapter 9 (Cannabis Retail Business and Commercial Cannabis), and Section 15-2739 (Adult Use and Medicinal Cannabis Retail Business and Commercial Cannabis Business) of the FMC to understand other requirements of cannabis retail businesses, including but not limited to, application requirements, signage, etc. This information was researched by the undersigned per the zoning request. The undersigned certifies that the above information contained herein is believed to be accurate and is based upon, or relates to, the information supplied by the requestor. The City of Fresno assumes no liability for errors and omissions. All information was obtained from public records held by the Planning and Development Department. A copy of the Fresno Municipal Code may be obtained by contacting the City Clerk’s office at 559-621-7650. The Fresno Municipal Code may also be searched on the Internet, free of charge, by going to www.fresno.gov. If you have questions regarding this matter, please contact me by telephone at 559-621-8056 or at Robert.Holt@fresno.gov. Cordially, Rob Holt, Planner III Development Services Division Planning and Development Department