HomeMy WebLinkAbout12/16/2015 - STAFF REPORTS - 1.A. (4) f f
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A. 4.Q CITY OF PALM SPRINGS
Application for MCCC
Medical Cannabis Cooperative or Collective
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Please submit one original and fifteen copies of this completed Application and all required materials to
the Office of the City Clerk, 3200 E. Tahquitz Canyon Way, Palm Springs, California, 92262. The
submission deadline is 2:00 PM on Monday, October 19, 2016. Applications will not be considered
complete until all submittal requirements are met
GENERAL INFORMATION
MCCC Name: GTC Care Inc.
Tax ID Number. 47-4201498
California Sellers Permit Number: 102-771804
Projected Days/Hours of Operation: 8am-10 pm, Sunday-Monday
If awarded a permit estimated number of days to begin operations: 30 days
Estimated number of qualified patients and/or primary caregivers who will be served:
Number of Qualified Patients: 1,000
Number of Primary Caregivers: 4
APPLICANT INFORMATION
Name and contact information of applicant:
Name Email
Gilbert Castillo 62cr� ac;{Q
Address City, State, Zip
39924 Osprey Rd. Murrieta, CA 92562
Residence Telephone Business Telephone
951- 45-8548 951 619 8158
Cell Facsimile
951-445-6548
Name and contact information of the on-site, community relations, or staff person or
other representative to whom one can provide notice, if there are operating problems
associated with the MCCC:
Name Email
Samion Shtockmaster
Address City, State, Zip
6219 Sunnyhills PI Rch Cucamonga, CA 91737
Residence Telephone Business Telephone
310-871-7602
Cell Facsimile
213-260-1880
Name Email
Jonathan Moizel
Address City, State, Zip
3323 Ledgewood Dr. Los Angeles, CA 90068
Residence Telephone Business Telephone
Cell Facsimile
ZZ
LOCATION AND PROPERTY INFORMATION
Please note the site location restrictions contained in Section 93.23.15 of the Palm Springs Zoning Code.
Address of the MCCC: 3591 N. Del Sol Rd.
Assessor's Parcel Number:
Zoning: M1 General Plan: Cannabis Operations
Gross Square Footage of the Proposed Business Space: 5,000 Sq. ft.
Page 2
CANNABIS OPERATIONS
What percentage of the cannabis will be cultivated on site: 100 %
What percentage of the cannabis will be cultivated at a
permitted MCCC grow facility operated by the MCCC: 100 %
If less than 100% of the cannabis will be grown on site, or at a grow facility operated by
the MCCC, please provide the name and contact information of the person(s) who will
be cultivating the cannabis:
Name Email
Seneca Barrios IV Garcia
Address City, State, Zip
29250 Landau Blvd Unit 4 Cathedral City, CA 92234
Telephone Member of MCCC?
YES ❑ NO
Name 1 Email
Address City, State, Zip
Telephone Member of MCCC?
J YES ❑ NO
Name Email
Address City, State, Zip
Telephone Member of MCCC?
J YES ❑ NO
Name Email
Address City, State, Zip
Telephone Member of MCCC?
J YES ❑ NO
Page 3
Will edible cannabis products be provided on site: ❑ YES /No
Will 100% of edible products be made on site: ❑ YES I/NO
If no, or less than 100% of the edible cannabis products will be made on site, please
provide the name and contact information of the person(s) who will be the source of the
edible products:
Name Email
Address City, State, Zip
Telephone Member of MCCC?
J YES ❑ NO
Name Email
Address City, State, Zip
Telephone Member of MCCC?
I YES ❑ NO
Name Email
Address City, State, Zip
Telephone Member of MCCC?
J YES ❑ NO
Name Email
Address City, State, Zip
Telephone Member of MCCC?
I YES ❑ NO
Please note if edible cannabis products are provided, a County of Riverside Health
permit will be required as a condition of approval and submitted prior to operations.
Page 4
r
Will cannabis lotions or ointments, etc. be provided on site: FfYES ❑ NO
Will 100% of such products be made on site: .ICJ YES ❑ NO
If no, or less than 100% of other cannabis products will be made on site, please provide
the name and contact information of the person(s) who will be the source of such
products:
Name Email
Address City, State, Zip
Telephone Member of MCCC?
j YES ❑ NO
Name Email
Address City, State, Zip
Telephone Member of MCCC?
J YES ❑ NO
Name Email
Address City, State, Zip
Telephone Member of MCCC?
YES ❑ NO
Name Email
Address City, State, Zip
Telephone Member of MCCC?
YES ❑ NO
Page 5
The City Council recently modified the regulations to allow permitted MCCC to provide
delivery services. J
Will delivery service be provided: YJ YES ❑ NO
If yes, please describe the extent of the delivery service:
We will provide delivery service to those patients who are disabled and
terminally ill. We will also ensure them confidential transactions throughout
the patients service, once patients are verified.
Please describe any other service that will be available at the site:
Our organization will be providing additional services, along with their medicinal
supplies needed. Additional supplies entail legal document preparation, food
and clothing at no cost, while supplies last. We will also be receiving local
Donations to provide these additional supplies to ensure the well-being of our
patients.
Page 6
CERTIFICATIONS AND DECLARATIONS
Must be signed by Applicant and all Officers/Directors
1. 1 declare under penalty of perjury, under the laws of the State of California,
that all statements contained in this application and any accompanying documents is
true and correct, with full knowledge that all statements made in this application are
subject to investigation and that any false or dishonest answer to any question may be
grounds for denial of the application or subsequent revocation of the permit.
Signature/Print Date
t
Signature/Print Date
�1/QCtn mod; io
Signature/Print Date
ignature Print Date
2 I expressly authorize the City Manager of the City of Palm Springs to seek
verification of the information contained within this application, including but not limited
to, a comprehensive review of my background. I understand that this review may
include verification of my personal social security number, credit reports, current and
previous residences, employment history, education background, civil and criminal
history records from any criminal justice agency in any or all federal, state, county
jurisdictions, driving records, birth records, and any other public records.
11 C 6-, W., � , ' �+ -
5ciw 4.r �� Wit, v - y� C'� �Z�l LLw ej /1— (t: C< ( Ii-
Signature/Print Date
Signature/Print Date
5&LL Ca ba�rws A6-
Signature/Print Date
ignature/Print Date
Page 7
3. I have received, read, reviewed, and understand all of the requirements of
the City of Palm Springs regarding the operation and management of medical cannabis
cooperatives or collective in the City, including without limitation the provisions of
Chapters 3.35 and 5.35 and Section 93.23.15 of the Palm Springs Municipal Code, and
I acknowledge that I am required to fully comply with these provisions. I also
acknowledge that ability to comply with any of these requirements may subject me to
administrative fines, criminal sanctions, and other penalties as provided in the Palm
Springs Municipal Code, including suspension or termination of my permit to operate a
medical cannabis cooperative or collective in the City.
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Signature/Print Date
Signature/Print Date
Signature/Print ;- �— Date
/4
nature/Print Date
All applications must include a deposit of $7,500 toward the cost of the City's review of
the application. In the event this amount is insufficient to cover the City's costs, the
applicant will be required to post additional funds to cover City costs. Make checks
payable to the "CITY OF PALM SPRINGS."
Page 8
ATTACHMENT 1
PROPERTY OWNERSHIP AND DOCUMENTS
Is the Property owned by the MCCC Applicant: ❑ YES Yd q
Property Owner Name and Contact Information:
Name Email
Frank Burgess
Address City, State, Zip
3519 Del Sol Rd. Palm Springs, CA 92262
Residence Telephone Business Telephone
COO - �O-2 -Z153�D
Cell Facsimile
Is the MCCC in a multi-tenant building: ❑ YES "0
If yes please list other businesses in the building:
Business Name Business Type
Insert behind the Attachment 1 Cover Sheet either.
j Evidence of property ownership by the MCCC applicant_
IK Current Lease Agreement and notarized acknowledgement from the owner of the
property that approves an MCCC will be operated on his/her property.
Page 9
ATTACHMENT 2
FINANCIAL INTEREST INFORMATION
Please provide the names and contact information of every person(s) who has a
financial interest in the MCCC:
Name Email
Samion Shtockmaster iamsupersam@gmail.com
Address City, State, Zip
6219 Sunnyhills PI Rch Cucamonga, CA 91737
Telephone Percentage Interest in MCCC
213-260-1880 100%
Name Email
Address City, State, Zip
Telephone Percentage Interest in MCCC
Name Email
Address City, State, Zip
Telephone Percentage Interest in MCCC
Name Email
Address City, State, Zip
Telephone Percentage Interest in MCCC
Insert behind the Attachment 2 Cover Shoot-
copy of current Driver License and/or California Identification Card for each
individual who has a financial interest in the MCCC.
Page 10
ATTACHMENT 3
PRINCIPAL OFFICERS AND DIRECTORS INFORMATION
Please provide the names and contact information of every principal officer, director and
operator of the MCCC:
Name Email
Samion Shtockmaster iamsupersam@gmail.com
Address City, State, Zip
6219 Sunnyhills PI Rch Cucamonga, CA 91737
Telephone Tide or Position
213-260-1880 President
Name Email
Address City, State, Zip
Telephone Title or Poston
Name Email
Address City, State, Zip
Telephone Title or Position
Name Email
Address City, State, Zip
Telephone Title or Position
Insert behind the Attachment 3 Cover Sheet:
Copy of current Driver License and/or California Identification Card for each
principal officer, director, and operator of the MCCC.
Page 11
ATTACHMENT 4
OPERATIONS AND MANAGEMENT INFORMATION
Please provide the names and contact information of every person who is managing or
responsible for the MCCC activities:
Name Email
Samion Shtockmaster iamsupersam@gmail.com
Address City, State, Zip
6219 Sunnyhills PI Rch Cucamonga, CA 91737
Telephone Title or Position
213-260-1880 President
Name Email
Gilbert Castillo gcisparalegalsenrices@gmail.com
Address City, State, Zip
39924 Opsrey Rd Murrieta, CA 92562
Telephone Title or Position
951-445-8548 Secretary and Treasurer
Name Email
Jonathan Moizel
Address City, State, Zip
3323 Ledgewood Dr. Los Angeles, CA 90068
Telephone Title or Position
c, Manager
61
Name Email
Seneca Barrios IV Garcia
Address City, State, Zip
29250 Landau Blvd. Unit 4 Cathedral City, CA 92234
Telephone Title or Position
Grower
Insert behind the Attachment 4 Cover Sheet:
J Copy of current Driver License and/or California Identification Card for every
person who is managing or responsible for the MCCC activities.
Page 12
ATTACHMENT 5
EMPLOYEE INFORMATION
Please provide the names and contact information of every employee, and a statement
as to whether such person(s) has or have been convicted of a crime(s), the nature of
the offense(s) and the sentence(s) received for such convictions(s):
Name Title or Position
Jonathan Moizel Manager
Address City, State, Zip
3323 Ledgewood Dr. Los Angeles, CA 90068
Offense Type (if any) Sentence
None
Name Title or Position
Seneca Barrios IV Garcia Grower
Address City State, Zip
29250 Landau Blvd. Unit 4 Cathedral City, CA 92234
Offense Type (if any) Sentence
None
Name Title or Poston
Gilbert Castillo Secretary and Treasurer
Address City, State, Zip
39924 Osprey Rd Murrieta, CA 92562
Offense Type (if any) Sentence
None
Name Title or Poston
Address State,
Zip
Offense Type (if any) Sentence
Insert behind the Attachment 5 Cover Sheet:
Copy of current Driver License and/or California Identification Card for every
Employee.
Page 13
ATTACHMENT 6
ARTICLES OF INCORPORATION
Pursuant to State and local law, all medical cannabis cooperatives and collectives shall
be non-profit, mutual-benefit corporations:
Designed agent for service of process:
Name Telephone
Tim Coyle 714-260-3371
Address City, State, Zip
La Mirada, CA 90638
Insert behind the Attachment 6 Cover Sheet ALL of the following:
Copy of Articles of Incorporation filed with the Caldomia Secretary of State.
Copy of filed California Secretary of State Statement of Information.
Copy of Internal Revenue Service Letter of Determination you are an approved
"tax-exempt" entity.
Evidence of proof of lawful presence or residence in the City of Palm Springs.
Examples of this may include a copy of the applicants driver's license or a
combination of other documents such as a utility bill, etc.
Page 14
ATTACHMENT 7
SECURITY PLAN
All Applicants must submit a security plan.
A security plan that includes the following:
a Security cameras that have been installed and maintained in good working
condition, and used in an on-going manner with at least 240 continuous hours of
digitally-recorded documentation in a format approved by the City Manager.
Please provide the number of security cameras and list the areas covered by
each. The areas to be covered by the security cameras include, but are not
limited to (1) the storage areas (2) cuttivafm areas (3) all doors (4) all windows,
and (5) any other areas as determined by the City Manager.
b. A reliable and commercial alarm system that is operated and monitored by a
lawfully-operating security company or alarm business. Please provide the name
and contact information of the security camera monitoring company.
a Properly illuminated windows and doors that are in compliance with the City's
lighting standards regarding fixture type, wattage, illumination levels, shielding,
etc. (Applicants may be required to secure the necessary approvals and permits.)
Insert behind the Attachment T Cover Sheet ALL of the following:
Security Plan that meets requirements.
Valid current agreement with licensed alarm monitoring company.
Page 15
ATTACHMENT 8
SITE PHOTOGRAPHS
All Applicants must submit photographs of the existing site that show the front, back and
sides of the building, lighting, parking,etc.
Insert behind the Attachment 8 Cover Sheet ALL of the following:
Photos of front of building.
Photos of rear of building.
Photos of sides of building.
Photos of exterior lighting.
Photos of parking.
Page 16
ATTACHMENT 9
SITE AND FLOOR PLANS
All Applicants must submit on one sheet of white paper no less than 11 X 17 inches and
no larger than 24 X 36 inches an accurate detailed site plan and floor plan of the
premises that clearly labels all the uses of areas on the premises, including_ 1) doors;
2) entrances; 3) windows; 4) use of each area including 5) storage area(s), 6) cultivation
area(s), 7) exterior lighting fixtures, 8) security cameras, 9) restrooms, 10) signage and
11) parking (including other tenant spaces if the MCCC is proposed for a mutti-tenant
building site).
The project shall be required to provide secure bicycle parking facilities on site for use
by residents and commerciaUretail patrons and owners. Location and design shall be
approved by the Director of Planning_
Insert behind the Attachment 9 Cover Sheet the following:
Site Plan.
Floor Plan_
Bicycle parking facilities.
Page 17
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ATTACHMENT 10
ADDITIONAL MATERIALS
List and insert behind the Attachment 10 Cover Sheet any additional materials you
would like to submit with your application to be considered by the City Council and City
Staff.
List of Additional Materials:
GTC CARE INC is a non-profit organization which provides services to our
patient's medicinal cannabis Our patients must provide valid documentation,
valid California identification and doctor recommendation. Our organization will be
providing assistance with legal document preparation food and clothing at no cost,
while supplies last twice a week as well as taking donations to provide these
services Our services are for our patients and residents that reside in the
immediate community. Our Organization provides many services to our patients
and to the community at a low or no cost donation depending on each individual's
circumstances Our goal is to make life for the community and our patients easier
in these trying times We are a discrete and professional organization and intend
to be the best and safest in our industry. If you have any questions please feel
free to contact us at (951)-445-8548
Page 18
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DISPLAY CONSPICUOUSLY AT PLACE OF BUSINESS FOR 1N1HIM ISSUED
CALIFORNIA STATE BOARD OF EQUALIZATION u a
SELLER'S PERW
ACCOUNTNUMBER
06/22/2015 511 EH 102-771804
NOTICE TO PEa%GTTEE:
Yau",eglwed to obey all
CrC CARE INC e� con W y�
27990 CLINTON KEITH RD STE D ftwT Tiffs P�W do
nor AVOW yW W do
MURRIETA, CA 92562-8572 odlaw8e.
L
IS HEREBY AUTHORIZED PURSUANT TO SALES AND IISETAX LAIN TO ENGAGE IN THE
BUSRJESs OF SEWNG TANGIBLE PERSONAL PROPERTY AT THE ABOVE LOCATION.
THIS PER1Arr 15 VALID ONLY AT THE ABOVE ADDRESS.
TINS PERWT IS VALID UNTIL REVOKED OR CANCELED AND IS NOT TRANSFERABLE.F YOU SELL YOUR BUSINESS Not Tafdffi oVA�ad�ess
OR DROP OUT OF A PARTNERSIRP.NOTIFY US OR YOU COULD BE RESPONSIBLE FOR SALES AND USE TAXES any
OWED BY THE NEW OPERATOR Of THE BUSINESS.
For general tax queSboM Please call onr Customer Service Center at 140&400-7115(TTY:711).
For jdormation on ymr rights,contact the Tazpayers'Rights Advocate office at 1-888-324-2798 or 1-416-324-2798.
BOE-442-R REV.16(11-14)
A MESSAGE TO OUR NEW PERMIT HOLDER
As a seller, you have rights and Tesponsiltillities under the Sales and Use Tax Law. In order tD assist you in yow
endeavor and to better understand the taw,we offer the folowng sources of help:
• Visiting our website at www.boe.ca.gov
• Visiting afield office
• Attending a Basic Sales and Use Tax Law class offered at one of our field offices
• Sending your questions in writing to any one of our offices
• Calling our toll-free Customer Service Center at 1-800-400-7115(TTY:711)
Asa seller,you have the right to issue resale certificates for merchandise that you intend to resell.You also have the
responsibility of not mfausing resale certfiTates.Whle the sales tax is inposed upon the retailer,
• You have the right to seek reimbursement of the tax from your customer
• You are responsible for filing and paying your sales and use tax returns timely
• You have the right to be treated in a fair and equitable manner by the employees of the California State
Board of Equalization(BOE)
• You are responsible for following the regulations set forth by the BOE
As a seller, you are expected to maintain the normal books and records of a prudent businessperson. You are required to
maintain these books and records for no less than four years,and make them available for inspection by a BIDE representative
when requested. You are also expected to notify us if you are buying,selling,adding a location.or discontinuing your business,
adding or dropping a partner, officer, or member. or when you are moving any or all of your business locations. If it becomes
necessary to surrender this permit,you should only do so by mailing it to a BOE office,or giving it to a BOE representative.
If you would like to know more about your rights as a taxpayer. or if you are unable to resolve an issue with the BOE. please
contact the Taxpayers" Rights Advocate office for help by calling toll-free, 1-888-324-2798 or 1-916-324-2798. Their fax
number is 1-916-323-3319.
please post this Permit at the address for vi llich it was issued and at a location visdhle to your customers.
CALIFORNIA STATE BOARD OF EQUALIZATION
Sales and Use Tax Department
T7]SDEPARTMENT OF THE TREASURY
lR INTERNAL REVENUE SERVICE
CINCINNATI OH 45999-0023
Date of this notice: 06-05-2015
Employer Identification Number:
47-4201498
Form: SS-4
Number of this notice: CP 575 G
GTC CARE INC.
27890 CLINTON KEITH RD STE D For assistance you may call us at:
MURRIETA, CA 92562 1-800-829-4933
IF YOU WRITE, ATTACH THE
STUB AT THE END OF THIS NOTICE.
WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER
Thank you for applying for an Employer Identification Number (EIN) . We assigned You
EIN 47-4201498. This EIN will identify you, your business accounts, tax returns, and
documents, even if you have no employees. Please keep this notice in your permanent
records_
When filing tax documents, payments, and related correspondence, it is very important
that you use your BIN and complete name and address exactly as shown above. Any variation
may cause a delay in processing, result in incorrect information in your account, or even
cause you to be assigned more than one BIN. If the information is not correct as shown
above, please make the correction using the attached tear off stub and return it to us.
A limited liability company (LLC) may file Form 8832, Entity Classification Election,
and elect to be classified as an association taxable as a corporation. If the LLC is
eligible to be treated as a corporation that meets certain tests and it will be electing S
corporation status, it must timely file Form 2553, Election by a small Business
Corporation. The LLC will be treated as a corporation as of the effective date of the S
corporation election and does not need to file Form 8832.
To obtain tax forms and publications, including those referenced in this notice,
visit our web site at www.irs.gov. If you do not have access to the Internet, call
1-800-829-3676 (TPY/TDD 1-800-829-4059) or visit your local IRS office.
Il80RTAWT Rffi maw:
x Keep a copy of this notice in your permanent records. This notice is issued only
one time and the IRS will not be able to generate a duplicate copy for you. You
may give a copy of this document to anyone asking for proof of your EIN.
* Use this BIN and your name exactly as they appear at the top of this notice on all
your federal tax forms.
* Refer to this EIN on your tax-related correspondence and documents_
If you have questions about your EIN, you can call us at the phone number or write to
us at the address shown at the top of this notice. If you write, please tear off the stub-
at the bottom of this notice and send it along with your letter. If you do not need to
write us, do not complete and return the stub.
Your name control associated with this BIN is COYL. You will need to provide this
information, along with your BIN, if you file your returns electronically.
Thank you for your cooperation.
(IRS USE OILY) 575G 06-05-2015 COYL O 9999999999 SS-4
Keep this part for your records. CP 575 G (Rev. 7-2007)
---------------------—
Return this part with any correspondence CP 575 G
so we may identify your account. Please
correct any errors in your name or address. 9999999999
Your Telephone Number Beat Time to Call DATE OF THIS NOTICE: 06-05-2015
( ) _ EMPLOYER IDENTIFICATION NUMBER: 47-4201498
FORM: SS-4 NOBOD
INTERNAL REVENUE SERVICE
CINCINNATI OH 45999-0023 GTC CARE INC.
11 I I I I I I I I I II II I I II I I I 27890 CLINTON KEITH RD STE D
MURRIETA, CA 92562
AIR COMMERCIAL REAL ESTATE ASSOCIATION
STANDARD INDUSTRIAUCOMMERCIAL SINGLE-TENANT LEASE --GROSS
(DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)
1. Basle Provisions("Radio Provilelons'L
1.1 ParBes: This Lease("Lease'),dated for reference pixposesonly October 16, 2015
is made by and bebAen Frank Hllcgess ___.
( Lessor')
and GTC Care, Inc. a California corporation. ____,___
(-Leswe'),
(collectively the'Partles,'or individually a-Party").
1.2 Premises:That oertain and property,inducing all improvements therein or to be proyded by Lessor under the terms of this Lease, and commonly known as 3591 De l_ sot
Roatl,_Palm Sprinas, 92262 locetedln RleCWnty Of Riverside
$late of caiifornia ,
and generally described as(demnbe briefly the maws of the property and,c appli®de,the'ProJect',8 the property is located wtmin a Project)
♦/- 5,000 SF stand alone office/warehouse building within a gated Complex ffour total_.
bW ldin2s
('Premfees"). (Sea also Paragraph 2)
1.3 Tema: 3 years am 0_ months("Odglrwl Tame)oommencing November 1, 2015 ("Carrarerreallent MU")and ending Oc Lober K, 2018
("Explratlon Dab").(See also Paragraph 3)
1.4 Early Possession: IF me Premises are available Lessee may have nomexdusive possession of the Premises commencing
upon full execution, andinsurance receipt ("Early Possession Data"). (See also Paragraphs 32 and 33)
1.5 Base Rent: $3,750.00 Par month(-Base Rent"),payable on the ficst
day of each month Commencing November 1, 2015
(See ala0 Paragraph 4)
❑t mis box is checked,there are provisiae in this Lease(a the Base Rent to Ce etljusted.See Paragraph 51
1.6 Base Rend and Other Monies Paid Upon Executlon:
(a) 134"RYot:$3,750,00 forme period November 1, 2015 - November 30 2015 _
(b) Security Deposit'$12,000.00 ('Sewrlly Deposit'). (Ses also Paragraph 5)
(C) A6aOL1aBM Fees:$N/A for the period N/A
(d) Omer: g for
(e) Toni Dtn Upon Exxution of mta Lease:$15,i50.00 ...
1.7 Agreed Use:medical marijuana cultivation and facility
_ (See&so Paragraph 6)
1.8 Insuring Party: Lessor is the'kuedng Party'. The annual'Base Premium"is$ (Sae also Paragraph 8)
1.9 Real Estate Broken:(See also Paragraph 15 and 25)
(B) Representation:The folk wing real amme brokers(lhe'Brokero")and brokerage relationships exist in this transaction(deck applicable boxes)_
❑ ._._ _.. __ represents Lessor exdusively('Leavers Broker');
❑ represents Lessee exclusively("Lessee's Broker"); or
❑ KJD Properties, Inc. _repressi both Lessor and Lesses(Ttsid AgeMy").
(b) Payment W Brokers:Upon exec rtw and delivery of this Lease by bom Parties,Lessor shall pay to to Brokers to Wokenge
fee agreed to in a separate writen agreement(a if there is no such agreement,the sum of or 5 _, _%of me total Base Rem)
for the brokerage services rendered by he Brokers.
1.10 Gutsam�.The obligations oflhe Lessee trderlhis Lease auto beguanrteed by samion Shtockmaster and
)'Guarantor'). (See also Paragraph 37)
1.11 Atlaelanenta. Attached hereto are the following,all of which eonatilde a pad of this Lease:
❑ an Addendum oonsisting of Paragraphs through
❑ a Plot plan depicting me Premises,
❑ a current set of We Rules and Regulations;
❑ a Work Letter;
❑ a energy disclosure addendum is atischi
❑ other(sPecify): Lease Guarani (two), Rent Adjustment, Purchase Option, Arbitration _
Agreement, Option to Extend
2. Premises.
21 Letfing. Lessor hereby leases to Lessee,and Lessee hereby leases from Lessor,the Premises,for the term,at the rental,and upon all of the terms,
covenants and conditions set forth in this Lease. While the approximate square footage of the Premises may have been used in the marketing of the Premises for purposes
of comparison,the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment should the actual size be determined to be different. Note:Lessee
Is advised to verify the actual size prior to executing this Lean.
22 Condition.Lessor shall deliver the Premises to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date,
whichever first occurs("Start Date"),and,so long as the required service contracts described in Paragraph 7.1(b)below are obtained by Lessee and in effect within thirty
days following the Start Date,warrants that the existing electrical,plumbing,fire sprinkler,fighting,heafing,ventilating and air conditioning systems("HVAC"),loading doors,
sump pumps,if any, and all other such elements in the Premises, other than those concocted by Lessee, shall be in good operating condition on said date and that the
surface and stns:tural elements of the roof,bearing walls and foundation of any buildings on the Premises(the"Building")shall be free of material defects,and that the Unit
does not contain hazardous levels of any mold or fungi defined as toxic under applicable state a federal law.If a noncompliance with said warranty exists as of the Start
Date,or if one of such systems or elements should malfunction or fail within the appropriate warranty period,Lessor shall,as Lessor's sole obligation with respect to such
matter, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-
compliance,malfunction or failure,rectify same at Lessors expense.The warranty periods shall be as follows:(1)6 months as to the HVAC systems,and(i)30 days as to the
remaining systems and other elements of the Building.B Lessee does not give Lessor the required notice within the appropriate warranty period,correction of any such non-
compliance,malfunction or failure shall be the obligation of Lessee at Lessee's sole cost and expense,except for the roof,foundations,and bearing walls which are handled as
provided in paragraph 7.Lessor also warrants,that unless otherwise specified in writing,Lessor is unaware of(i)any recorded Notices of Default affecting the Premise;(ii)any
delinquent amounts due under any loan secured by the Premises;and(III)any bankruptcy proceeding affecting the Premises.
23 Compliance.Lessor warrants that to the best of its knowledge the improvements on the Premises comply with the building codes,applicable laws,
covenants or restrictions of record,regulations,and ordinances("Appcable Requimmerds")that were in effect at the time that each improvement,or portion thereof,was
constructed.Said warranty does not apply to the use to which Lessee will put the Premises,modifications which may be required by the Americans with Disabilities Act or any
similar laws as a result of Lessee's use(see Paragraph 50),or to any Alterations or Utility Installations(as defined In Paragraph 7.3(a))made or to be made by Lessee.NOTE:
Lessee Is responsible for determining whether or not the Applicable Requirements,and especially the zoning,are appropriate for Lessee's Intended use,and
acknowledges that past uses of the Premises may no longer be allowed.If the Premises do not comply with said warranty,Lessor shall,except as otherwise provided,
picirplly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such rancompliarce,rectify the same at Lessors expense.If Lessee
does not give Lessor written notice of a non-compliance with this warranty within 6 months following the Start Dale,correction of that noncompliance shall be the obligation of
Lessee at Lessee's We cost and expense.If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the concoction of an addition
to or an alteration of the Premises and/or Building,the remediation of any Hazardous Substance,or the reinforcement or other physical modification of the Unit,Premises
and/or Building("Capital Expenditure"),Lessor and Lessee shall allocate the cost of such work as follows:
(a)Subject to Paragraph 2.3(c)below,0 such Capital Expenditures are required as a result of the specific and unique use of the Premises by Lessee
as compared with uses by tenants in general,Lessee shall be fully responsible for the cost thereof,provided,however that it wch Capital Expenditure is required during the
last 2 years of this Lease and the cost thereof exceeds 6 months'Base Rent,Lessee may instead terminate this Lease unless Lessor notifies Lessee,in writing,within 10 days
after receipt of Lessee's termination notice that Lessor has elected to pay the di fwance between the actual cost thereof and an amount equal to 6 months'Base Rent. If
Lessee elacts termination,Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a
termination date at least 90 days thereafter.Such termination date shall,however,in no event be earlier then the last day that Lessee could legally utilize the Premises without
commencing such Capital Expenditure.
(b)if such Capital Expenditure is not the remit of the specific and unique use of the Premises by Lessee(such as,governmentally mandated seismic
modifications),Men Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay,each month during the remainder of the term of this Lease or any
extension thereof,on the sate that on which the Base Rent is due,an amount equal to 11144th of the portion of such costs reasonably attributable to the Premises.Lessee
shall pay Interest on the balance but may prepay its obligation at any time.ff,however,such Capital Expenditure is required during the last 2 years of this Lease or if Lessor
reasonably determines that it is not economically feasible to pay its share thereof,Lessor shall have the option to terminate this Lease upon 90 days prior whiten notice to
Lessee unless Lessee notifies Lessor,in writing,within 10 days after receipt of Lessors termination notice that Lessee will pay for such Capital Expenditure.If Lessor does not
elect to terminate,and fails to tender its share of any such Capital Expenditure,Lessee may advance such funds and deduct same,with Interest,from Rent until Lessors
share of such costs have been fully paid.If Lessee is unable to finance Lessors share,or if the balance of the Rent due and payable for the remainder of this Lease is not
sufficient to fully reimburse Lessee on an offset basis,Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor.
(C) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected, and new
Applicable Requirements. If the Capital Expenditures are instead orggered by Lessee as a result of an actual or proposed charge in use, change in intensity of use,or
modification to the Premises then,and in that event Lessee shall either.(i)immediately cease such changed use or intensity of use and/or take such other steps as may be
necessary to eliminate the requirement for such Capital Expenditure,or(Ii)complete such Capital Expenditure at its own expense.Lessee shall not however,have any right to
terminate this Lease.
24 Acknowledgements.Lessee acknowledges that(a)it has been given an opportunity to inspect and measure the Premises,(b)it has been advised by
Lessor and/or Brokers to satisfy itself with respect to the size and condition of the Premises(including but not limited to the electrical, HVAC and fire sprinkler systems,
security,environmental aspects, and compliance with Applicable Requirements and the Americans with Disabilities Ad),and their suitability for Lessee's intended use, (c)
Lessee has made such Investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the
Premises,(d) it is not relying on any representation as to the size of the Premises made by Brokers or Lessor, (a)the square footage of the Premises was not material to
Lessee's decision to lease the Premises and pay the Rent stated herein,and(1)neither Lessor,Lessors agents,nor Brokers have made any oral or written representations or
warranties with respect to said matters other than as set forth in this Lease. In addition, Lessor acknowledges that:(i)Brokers have made no representations, promises or
warranties concerning Lessee's ability to honor the Lease or suitability to occupy the Premises,and (ii)it is Lessors sole responsibility to investigate the financial capabiley
awl/or suitability of all proposed tenants.
25 Les iae as Prior OwnerfOccupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to the Start Date
Lessee was the owner or occupant of the Premises. In such event,Lessee shall be responsible for any necessary corrective work.
3. Term.
3.1 Term. The Commencement Date,Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3.
32 Early Poe esson.Any provision herein granting Lessee Early Possession of the Premises is subject to and conditioned upon the Premises being
available for such possession prior to the Commencement Date.Any grant of Early Possession only conveys a non-exclusive right to occupy the Premises.If Lessee totally or
partially occupies the Premises prior to the Commencement Date,the obligation to pay Base Rent shall be abated for the period of such Early Possession. All other terns of
this Lease(including but not limited to the obligations to pay Real Property Texas and insurance premiums and to maintain the Premises) shall be in effect during such
period.Any such Early Possession shall not affect the Expiration Date.
3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by the
Commencement Date. If,despite said efforts,Lessor is unable to deliver possession by such date,Lessor shall not be subject to any lisbi ity therefor,nor shall such leilure
affect the validity of this Lease or change the Expiration Data. Lessee shall not, however, be obligated to pay Rent or perform its other obligations unfit Lessor delivers
possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the dale of delivery of possession and continue for a
period equal to what Lessee would otherwise have enjoyed under the terms hereof but minus any days of delay caused by the ads or omissions of Lessee. If possession is
not delivered within 60 days after the Commencement Date,as the same may be extended under the terms of any Work Letter executed by Parties,Lessee may,at its option,
by notice in writing within 10 days after the and of such 60 day period,cancel this Lease,in which event the Parties shall be discharged from all obligations hereunder. If such
written notice Is rot received by Lessor within said 10 day period,Lessee's right to cancel shall terminate. If possession of the Premises is not delivered within 120 days
after the Commencement Date,this Lease shall terminate unless other agreements are reached between Lessor and Lessee,in writing.
34 Losses,Compliance.Lessor shall not be required to deliver possession of the Premises to Lessee until Lessee complies with its obligation to provide
evidence of insurance(Paragraph 6.5). Pending delivery of such evidence,Lessee shall be required to perform all of its obligations under this Lease from and after the Start
Date,including the payment of Rent,notwithstanding Lessors election to withhold possession pending receipt of such evidence of insurance.further,4 Lessee is required to
perform any other conditions prior to or concurrent with the Start Date, the Start Date shall Occur but Lessor may elect to withhold possession unfit such conditions are
satisfied.
4. Rent
4.1. Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit)are deemed to be rent
("Rent").
42 Payment .Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States,without offset or deduction(except as
specifically permitted in this Lease),on or before the day on which it is due.All monetary amounts shall be rounded to the nearest whole dollar.In the event that any invoice
prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease.Rent for any penod
during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number at days of said month.Payment of Rem shall be made to
Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing.Acceptance of a payment which is less than the
amount then due shall not be a waiver of Lessor's rights to the balance of such Rem,regardless of Lessor's endorsement of any check so staling.In the event that any check,
draft,or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of$25 in addition to any Late Charge
and Lessor,at its option,may require all future payments to be made by Lessee to be by cashier's check.Payments will be applied first to accrued late charges and attorneys
fees,second to accrued interest,then to Base Rent,Insurance and Real Pmperly Taxes,and any remaining amount to any other outstanding charges or costs.
4.3 Association Fen.In addition to the Base Rent,Lessee shall pay to Lessor each month an amount equal to any owner's association or condominium
fees levied or assessed against the Premises.Said monies shall be paid at the same time and in the same manner as the Base Rent.
5. Security Deposit Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee's faithful performance of its obligations
under this Lease. If Lessee fails to pay Rent or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any portion of mid Security Deposit for the
payment of any amount already due Lessor,for Rents which will be due in the future,and/or to reimburse or compensate Lessor for any liability,expense,loss or damage
which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 10 days after written request
therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease. If the Base Rent increases during the term of this
Lease,Lessee shall,upon written request from Lessor,deposit additional monies with Lessor so that the total amount of the Security Deposit shall at all times bear the same
proportion to the increased Base Rent as the initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be amended to accommodate a material Change in
the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the extent necessary, in Lessors
reasonable judgment,to account for any increased wear and leer that the Premises may suffer as a result thereof.if a charge in control of Lessee occurs during this Lease
and following such change the financial Condition of Lessee is,In Lassoes reasonable judgment,significently,reduced,Lessee shall deposit such additional monies with Lessor
as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change in financial condition.Lessor shall not be required to keep
the Security Deposit separate from its general accounts.Whin 90 days after the expiration or ternination of this Lease,Lessor shall Mum that portion of the Security Deposit
not used or applied by Lessor.No part of the Security Deposit shall be considered to be held in trust,to bear interest or to be prepayment for any monies to be paid by Lessee
under this Lease.
6. Use.
6.1 Use.Lessee shall use and occupy the Premises only for the Agreed Use,or any other legal use which is reasonably comparable thereto,and for no
other purpose.Lessee shall not use or permit the use of the Premises in a manner that is unlawful,Creates damage,waste or a nuisance,or that disturbs occupants of a
causes damage to neighboring premises or properties.Other than guide,signal and seeing eye dogs,Lessee shall not keep or allow in the Premise any pets,animals,birds,
fish,or reptiles.Lessor shall not unreasonably withhold or delay its consent to any written request W a modification of the Agreed Use,so long as the same will not impair the
structural integrity of the improvements on the Premises or the mechanical or electrical systems therein,and/or is not significantly more burdensome to the Premises.If Lessor
elects to withhold Consent Lessor shall within 7 days after such request give written notification of same,which notice shall include an explanation of Lessors objections to the
change in the Agreed Use.
62 Hazardous Substances.
(a) Reportable Uses Require Consent.The term"Hazardous Substance"as used in this Lease shall mean any product,substance,or waste
whose presence,use,manufacture,disposal,tansportation,or release,either by itself or in combination with other materials expected to be on the Premises,is either(i)
potentially injurious to the public health,safety or welfare,the environment or the Premises,(ii)regulated or monitored by any governmental authority,or(iii)a basis for
potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory.Hazardous Substances shall include,but not be
limited to,hydrocarbons,petroleum,gasoline,and/or Crude oil or any products,by-pmducts or fractions thereof.Lessee shall not engage in any activity in or on the Premises
which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and fimely compliance(at Lessee's expense)with all
Applicable Requirements."Reportable Use"shall mean(i)the installation or use of any above or below ground storage tank,(11)the generation,possession,storage,use,
transportation,or disposal of a Hazardous Substance that requires a permit from,or with respect to which a report,notice,registration or business plan is required to be filed
with,any governmental authority,and/or(iii)the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a
notice be given to persons entering or occupying the Premises or neighboring properties.Notwithstanding the foregoing, Lessee may use any ordinary and Customary
materials reasonably required to be used in the normal course of the Agreed Use,ordinary office supplies(ropier toner,liquid paper,glue,etc.)and common household
cleaning materials,so long as such use is in Compliance with all Applicable Requirements,is not a Reportable Use,and does not expose the Premises or neighboring property
to any meaningful risk of contamination or damage or expose Lessor to any liability therefor.In addition,Lessor may condition its consent to any Reportable Use upon
receiving such additional assurarhces as Lessor reasonably deems necessary to protect itself,the public,the Premises and/or the environment against damage,Contamination,
injury and/or liability,including,but no limited to,the installation(and removal on or before Lease expiration or temnination)of protective modifications(such as concrete
encasements)and/or increasing the Security Deposit.
(b)Duty to Inform Lessor.If Lessee knows,or has reasonable cause to believe,that a Hazardous Substance has come to be located in,on,under or
about the Premises,other than as previousty consented to by Lessor,Lessee shall immediately give written notice of such fact to Lessor,and provide Lessor with a Copy of
any report,notice,claim or other documentation which it has concerning the presence of such Hazardous Substance.
(C) Lessn Rem idislion. Lessee shall no cause or permit any Hazardous Substance to be spilled or released in,on, under,or about the Premises
(including through the plumbing or sanitary saver system)and shall promptly,at Lessee's expense,Comply with all Applicable Requirements and take all investigatory and/or
remedial action reasonably recommended,whether or no formally ordered or required,for the cleanup of any contamination of,and for the maintenance,security and/or
monitoring of the Premises or neighboring properties,that was caused or materially Contributed to by Lessee.or pertaining to or involving any Hazardous Substance brought
onto the Premises during the term of this Lease,by or for Lessee,or any third party.
(d)Lessee Indemnifcation. Lessee shall indemnify, defend and hold Lessor,its agents,employees,lenders and ground lessor, if any,harmless
from and against any and all loss of rents and/or damages, liabilities.judgments,claims,expenses,penalties,and attorneys'and consultants'fees arising out of or involving
any Hazardous Substance brought onto the Premises by or for Lessee,or any third party(provided, however,that Lessee shall have no liability under this Lease with respect
to underground migration of any Hazardous Substance under the Premises from adjacent properties no caused or contributed to by Lessee). Lessee's obligations shall
include,but not be limited to,the effects of any contamination or injury to person, property or the environment created or suffered by Lessee,and the coat of investigation,
removal, remediation, restoration and/or abatement and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement
entered into by Lessor and Lessee shall release Lessee from Its obligations under this Lease with respect to Hazardous Substances,unless specifically so agreed
by Lessor In writing at the time of such agreement
(a) Lessor Indemnification. Except as otherwise provided in paragraph 8.7, Lessor and its successors and assigns shall indemnify, defend,
reimburse and hold Lessee,its employees and lenders,harmless from and against any and all environmental damages,including the cost of remediation,which result from
Hazardous Substances which existed on the Premises prior to Lessee's occupancy or which am caused by the gross negligence or willful misconduct of Lessor,its agents or
employees. Lessors obligations,as and when required by the Applicable Requirements, shall include, but not be limited to,the Cost of investigation, removal,remediation,
restoration andlor abatement and shall survive the expiration or termination of this Lease.
(f) Investigation and Remediatons. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by
governmental entities having jurisdiction with respect to the existerce of Hazardous Substances on the Premises prior to Lessee's occupancy, unless such remediation
measure is required as a result of Lessee's use(including"Aheratons",as defined in paragraph 7.3(a)below)of the Premises,in which event Lessee shall be responsible for
such payment. Lessee shall Cooperate fully In any such activities at the request of Lessor,including allowing Lessor and Lessors agents to have reasonable access to the
Premises at reasonable times in order to carry out Lassoes investigative and remedial responsibilities.
(g)Lessor Termination option.If a Hazardous Substance Condition(see Paragraph 9.1(e))occurs during the term of this Lease,unless Lessee is
legally responsible therefor(in which case Lessee shall make the investigation and remachation thereof required by the Applicable
Requirements and this Lease shall continue in full force and effect,but subject to Lessor's rights under Paragraph 6.2(d)and Paragraph 13),Lessor may,at Lessor's option,
either(1)investigate and ramediate such Hazardous Substance Condition,0 required, as soon as reasonably possible at Lessor's expense,in which event this Lease shall
continue in full force and effect.or(ip 9 the estimated cost to remediale such condition exceeds 12 times the men monthly Base Rent or$100,000,whichever is greater,give
written rwtice to Lessee,within 30 days after receipt by Lessor of knowledge of the occumence of such Hazardous Substance Condition,of Lessor's desire to terminate this
Lease as of the date 60 days following the pate of such notice. In the event Lessor elects to give a termination notice, Lessee may,within 10 days thereafter,give written
notice to Lessor of Lessee's commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12
times the then monthly Base Rent or$100,000,whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following
such commitment. In such event,this Lease shall continue in full force and effect,and Lessor shall proceed to make such remetliation as soon as reasonably possible after
the required funds are available.if Lessee does no give such notice and provide the required funds or assurarnce thereof within the time provided,this Lease shall terminate
as of the date specified in Lessors notice of termination.
6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall,at Lessee's sole expense,fully,
diligently and in a timely manner,materially comply with all Applicable Requirements,the requirements of any applicable fire insurance underwriter or rating bureau,and the
recommendations of Lessor's engineers and/or consultants which relate in any manner to the such Requirements,without regard to whether such Requirements are now in
effect or become effective after the Start Date. Lessee shall,within 10 days after receipt of Lessor's written request, provide Lessor with copies of all permits and other
documents,and other information evidencing Lessee's compliance with any Applicable Requirements specified by Lessor,and shall immediately upon receipt notify Lessor in
writing(with copies of any documents involved)of any threatened or actual claim,notice,citation,warning,Complaint or report pertaining to or involving the failure of Lessee or
the Premises to comply with any Applicable Requirements.Likewise, Lessce shall immediately give written notice to Lessor of:(i)any water damage to the Premises and any
suspected seepage,pooling,dampness or other condition conducive to the production of mold;or(u)any mustiness or other odors that might indicate the presence of mold in
the Premises.In addition,Lessee shall provide Lessor with copies of its business license,certificate of occupancy andlor any similar document within 10 days of the receipt of
a written request therefor.
6.4 Inspection;Compliance. Lessor and Lessors"Lander"(as defined in Paragraph 30)and consultants shall have the right to enter into Premises at
any firms,in the case of an emergency,and otherwise at reasonable times after reasonable notice,for the purpose of inspecting the condition of the Premises and for verifying
compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor,unless a violation of Applicable Requirements,or a Hazardous Substance
Condition(see paragraph 9.1)is found to exist or be imminent or the inspection is requested or ordered by a governmental authority. In such rase,Lessee shall upon request
reimburse Lessor for the cost of such inspection,so long as such inspection is reasonably related to the violation or contamination.In addition,Lessee shall provide copies of
all relevant material safety data sheets(MSDS)to Lessor within 10 days of the receipt of a written request therefor.
7. Malntenanee;Repairs;Utility Installations;Trade Fixtures and Alterations.
7.1 Lessee's Obligations.
(a)In General.Subject to the provisions of Paragraph 2.2(Condition),2.3(Compliance),6.3(Lessee's Compliance with Applicable Requirements),7.2
(Lessors Obligations), 9 (Damage m Destruction), and 14 (Condemnation), Lessee shah, at Lessee's sole expense, keep the Premises, Utility Installations(intended for
lessee's exclusive use, no matter where located),and Alterations in good order,condition and repair (whether or not the portion of the Premises requiring repairs, or the
means of repairing the same,are reasonably or readily accessible to Lessee,and whether or not the need for such repairs occurs as a result of Lessee's use,any prior use,
the elements or the age of such portion of the Premises), including, but not limited to, all equipment or facilibes, such as plumbing, HVAC equipment, electrical, lighting
facilities,balers,pressure vessels,fire protection system,fixtures,walls(interior and exterior),ceilings,floors,windows,floors,plate glass,skylights,landscaping,driveways,
parking lots, fences, retaining walls, signs, sidewalks and parkways located in, on,or adjacent to the Premises. Lessee is also responsible for keeping the roof and roof
drainage clean and free of debris.Lessor shall keep the surface and structural elements of the roof,foundations,and bearing walls in good repair(see paragraph 7.2).Lessee,
in keeping the Premises in good order,condition and repair,shall exercise and perform good maintenance practices,specifically including the procurement and maintenance
of the service contracts required by Paragraph 7.1(b)below.Lessee's obligations shall include restorations,replacements or renewals when necessary to keep the Premises
and all improvements thereon or a part thereof in good order,condition and state of repair.Lessee shall,during the term of this Lease,keep the exterior appearance of the
Building in a first-class condition(including,e.g.graffiti removal)consistent with the exterior appearence of other similar facilities of comparable age and size in the vicinity,
including,when necessary,the exterior repainting of the Building.
(b) Service Contracts. Lessee shall,at Lessee's sole expense, procure and maintain contracts,with copies to Lessor, in customary form and
substance for, and with contractors specializing and experienced in the maintenance of the following equipment and improvements. If any, d and when installed on the
Premises: (i) HVAC equipment, (it)boiler,and pressure vessels, (iii)fire extinguishing systems, including fire alarm and/or smoke detection, (iv)landscaping and litigation
systems, and (v) clarifiers. However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such service Contracts, and Lessee shall
reimburse Lessor,upon demand,for the cost thereof.
(c) Failure to Perform.it Lessee fails to perform Lessee's obligations under this Paragraph 7.1,Lessor may enter upon the Premises after 10 days'
prior written notice to Lessee(except in the case of an emergency, in which rase no notice shall be required), perform such obligations on Lessee's behalf, and put the
Premises in goad order,condition and repair,and Lessee shall promptly pay to Lessor a sum equal to 115%of the cost thereof.
(d)Replacement Subject to Lessee's indemnification of Lessor as set forth in Paragraph 8.7 below,and without relieving Lessee of liability resulting
from Lessee's failure to exercise and perform good maintenance practices,it an hem described in Paragraph 7.1(b)Cannot be repaired other than at a cost which is in excess
of 50%of the cost of replacing such item,then such hem shall be replaced by Lessor,and the cost thereof shall be prorated between the Parties and Lemae shall only be
obligated to pay,each month during the remainder of the term of this Lease,on the date on which Base Rent is due,an amount equal to the product of multiplying the coat of
such replacement by a fraction,the numerator of which is one,and the denominator of which is 144(le. 1/144th of the cost per month). Lessee shall pay Interest on the
unamortized balance but may prepay its obligation at any time.
72 Lessor's Obligations. Subject to the provisions of Paragraphs 2.2(Condition),2.3(Compliance),9(Damage or Destruction)and 14(Condemnation),
lt is intended by the Parties hereto that Lessor have eo obligation, in any manner whatsoever,to repair and maintain the Premises,or the equipment therein,all of which
obligations are intended to be that of the Lessee,except for the surface and structural elements of the roof,foundations and bearing walls, the repair of which shall be the
responsibility of Lessor upon receipt of written notice that such a repair is necessary. It is the intention of the Parties that the terms of this Lease govern the respective
obligations of the Parties as to maintenance and repair of the Premises, and they expressly waive the benefit of any statute now or hereafter in effect to the extent it is
inconsistent with the terms of this Lease.
7.3 Utility Installations;Trade Fixtures;Alterations.
(a) Definitions.The temp"Utility Installations"refers to all floor and window coverings,air and/or vacuum lines,power panels,electrical distribution,
security and fire protection systems,communication cabling,lighting fixtures,HVAC equipment,plumbing,and fencing in or on the Premises.The tens"Trade Fixtures"
shall mean Lessee's machinery and equipment that can be removed without doing material damage to the Premises.The term"Alterations"shall mean any modification of
the improvements,other than Utility Installations or Trade Fixtures,whether by addition or deletion. "Lessee Owned Alterations and/or Utility installations"are defined as
Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a).
(b)Consent Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor's prior written consent Lessee may,however,
make non-structural Alterations or Utility Installations to the interior of the Premises(excluding the roof)without such consent but upon notice to Lessor,as long as they are not
visible from the outside,do not involve puncturing,relocating or removing the roof or any existing walls, will not affect the electrical,plumbing,HVAC,and/or life safety
systems,and the cumulative cost thereof during this Lease as extended does not exceed a sum equal to 3 month's Base Rent in the aggregate or a sum equal to one
month's Base Rent in any one year. Notwithstanding the foregoing,Lessee shall not make or permit any roof penetrations and/or install anything en the roof without the prior
written approval of Lessor.Lessor may,as a precondition to granting such approval,require Lessee to utilize a contractor chosen and/or approved by Lessor.Any Alterations
or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans.Consent
shag be deemed conditioned upon Lessee's:(i)acquiring all applicable governmental permits,(ii)furnishing Lessor with copies of both the permits and the plans and
speclficeticns prior to commencement of the wok,and(in)compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious
manner.Any Afterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materiels.Lessee shall promptly upon completion furnish
Lessor with as-built plans and specifications.For won which costs an amount In excess of one mon ifs Base Rent,Lessor may condition its consent upon Lessee providing a
lien and completion bond in an amount equal to 150%of the estimated cost of such Alteration or Utility Installation and/or upon Lessee's posting an additional Security
Deposit with Lessor.
(C) Liens;Bonds. Lessee shall pay,when due,all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for
use on the Promises,which claims are or may be secured by any mechanic's or materialmen's lien against the Premises or any interest therein. Lessee shall give Lessor not
less than 10 days notice pilot to the commencement of any work in,on or about the Premises,and Lessor shall have the right to post notices of non-responsibility. If Lessee
shall contest the validity of any such lien,claim or demand,then Lessee shall,at its sole expense defend and protect itself Lessor and the Premises against the same and
shall pay and satisfy any such adverse judgment that
may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such
contested lien,daim or demand,indemnifying Lessor against liability for the same.If Lessor elects to participate in any such action,Lessee shall pay Lessor's attorneys'ices
and costs.
7.4 Ownership;Removal;Surrender,and Restoration.
(a) Ownership.Subject to Lassoes right to require removal or elect ownership as hereinafter provided,all Alterations and Utility Installations made by
Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time,elect in writing to be the owner of all or any specified part of the
Leasea Owned Alterations and Utility Installations. Unless otherwise instructed per paragraph 7.4(b)hereof,all Lessee Owned Alterations and Utility Installations shall,at the
expiration or terrmnation of this Lease,become the property of Lessor and be surrendered by Lessee with the Premises.
(b) Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior to the end of the term of this
Lease,Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lane.Lessor may require the
removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations made without the required consent.
(C)Surrender;Restoration.Lessee shall surrender the Premises by the Expiration Date or any earlier lamination date,with all of the improvements,
parts and surfaces thereof broom dean and free of debris,and in good operating order,condition and state of repair,ordinary wear and tear excepted."Ordinary mar and
tear'shall not include any damage or deterioration that would have been prevented by good maintenance practice.Notwithstanding the foregoing,if this Lease is for 12
months or less,than Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear.
Lessee shall repair any damage occasioned by the installation,maintenance or removal of Trade Fixtures,Lessee owned Alterations and/or Uelity Installations,furnishings,
and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall remove from the Premises any and all Hazardous Substances brought onto
the Premises by or for Lessee,or any third party(except Hatardous Substances which were deposited via underground migration from areas outside of the Premises)to the
level specified in Applicable Requirements.Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee.Any personal property of Lessee not removed
on or before the Expiration Date or any eartier termination data shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor
may desire.The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c)without the express written consent of Lessor shall constitute a holdover
under the provisions of Paragraph 28 below.
8. Insurance;Indemnity.
8.1 Payment of Premium Increases.
(a) Lessee shall pay to Lessor any insurance cost increase("Inwrance Cost Increase")occurring during the term of this Lease. Insurance Cost
Increase is defined as any increase in the actual cost of the insurance required under Paragraph 8.2(b),8.3(a)and 8.3(b),over and above the Base Premium as hereinafter
defined calculated on an annual basis. Insurance Cost Increase shall include but not be limited to increases resulting from the nature of Lessee's occupancy,any act or
omission of Lessee,requirements of the holder of mortgage or deed of trust covering the Premises,increased valuation of the Premises and/or a premium rate increase.The
parties are encouraged to fill in the Base Premium in paragraph 1.8 with a reasonable premium for the Required Insurance based on the Agreed Use of the Premises. If the
parties fail to insert a dollar amount in Paragraph 1.8,than the Base Premium shall be the lowest annual premium reasonably obtainable for the Required Insurance as of the
commencement of the Original Term for the Agreed Use of the Premises.In no event, however, shall Lessee be responsible for any portion of the increase in the premium
cost attributable to liability insurance canned by Lessor under Paragraph 8.2(b)in excess of$2,000,000 par occurrence.
(b)Lessee shall pay any such Insurance Cost Increase to Lessor within 30 days after receipt by Lessee of a copy of the premium statement or other
reasonable evidence of the amount due. If the insurance policies maintained hereunder cover other property besides the Premises, Lessor shall also deliver to Lessee a
statement of the amount of such Insurance Cost Increase attributable only to the Premises showing in reasonable detail the manner in which such amount was computed.
Premiums for policy periods commencing prior to,or extending beyond the term of this Lease,shall be prorated to correspond to the term of this Lease.
82 Liability Insurance.
(a)Carried by Loam.Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor as an
additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use,occupancy or maintenance of the
Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than$1,000,000 per
occurrence with an annual aggregate of not less than$2,000,000. Lessee shall add Lessor as an additional insured by means of an endorsement at least as broad as the
Insurance Service Organization's"Additional Insured-Managers or Lessors of Pmmises"Endorsement.The policy shall not contain any intraansured exclusions as between
insured persons or organizations, but shall include coverage for liability assumed under this Lease as an"Insured contract"for the performance of Lessee's indemnity
obligations under this Lease.The limits of said insurance shag not,however,limit the liability of Lessee nor relieve Lessee of any obligation hereunder.Lessee shall provide an
endorsement on its lability policy(in)which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor,whose insurance
shall be considered excess insurance only.
(b)Canted by Less". Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addition to, and not in lieu of, the insurance
required to be maintained by Lessee. Lessee shall not be named as an additional insured therein.
8.3 Property Insurance-Building,knprovemerds and Rental Value.
(a)Building and Improvements.The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor,with loss payable to
Lessor,any ground-lessor,and to any Lender insuring loss or damage to the Premises.The amount of such insurance shall be equal to the full insurable replacement cost of
the Premises,as the same shall exist from time to lime,or the amount required by any Lender,but In no event more than the commercially reasonable and available insurable
value thereof.Lessee Owned Alterations and Utllty Installations,Trade Fixtures,and Lessee's personal property shall be insured by Lessee not by Lessor. If the coverage is
available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage(except the perils of flood and/or earthquake
unless required by a Lender or included in the Base Premium), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the
upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed
valuation provision in lieu of any coinsurance clause,waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage
amount by a factor of not less than the adjusted U.S.Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are
located.If such insurance coverage has a deductible clause,the deductible amount shall not exceed$5,000 per occurrence,and Lessee shall be liable for such deductible
amount in the event of an Insured Loss.
(b)Rental Value.The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor with loss Dyable to Lessor and any
Lender,insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days("Rental Value insurance'). Said insurance shall contain
an agreed valuation provision in lieu of any coinsurance clause,and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by
Lessee,for the next 12 month period.Lessee shall be liable for any deductible amount in the event of such loss.
(c)Adjacent Premises.If the Premises are part of a larger building,or of a group of buildings owned by Lessor which are adjacent to the Premises,
the Lessee shall pay for any increase in the premiums for the property insurance of such building or buildings if said Increase is caused by Lessee's ads,omissions,use or
occupancy of the Premises.
114 Lessee's Property;Business Interruption Insurance;Workers Compensation Insurance.
(a)Property Damage.Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property,Trade Fixtures,and Lessee Owned
Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed
$1,000 per occurrence.The proceeds from any such insurance shall be used by Lessee for the replacement of personal property,Trade Fixtures and Lessee Owned
Alterations and Utility Installations.
(b) Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for
direct of indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the
Premises as a result of such perils.
(c)Workees Compensation Insurance.Lessee shall obtain and maintain Workees Compensation Insurance in such amount as may be required by
Applicable Requirements. Such policy shall include a Waiver of Subrogation'endorsement Lessee shall provide Lessor with a copy of such endorsement along with the
certificate of insurance or copy of the policy required by paragraph 8.5.
(d)No Representation of Adequate Coverage.Lessor makes no representation that the limits or forms of coverage of insurance specified herein are
adequate to cover Lessee's property,business operations or obligations under this Lease.
8.5 Insurance Policies.Insurance required herein shall be by companies maintaining during the policy tens a"General Policyholders Rating"of at least A-.
VII,asset font in the most current issue of"Bears Insurance Guide",or such other rating as maybe required by a Lender. Lessee shall no door permit to be done anything
which invalidates the required insurance policies.Lessee shall,prior to the Start Date,deliver to Lessor certified copies of policies of such insurance or certificates with Copies
of the required endorsements evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after 30
days prior written notice to Lessor. Lessee shall, at least 10 days prior to the expiration of such policies,furnish Lessor with evidence of renewals or"insurance binders"
evidencing renewal thereof,or
Lessor may order such insurance and charge the cost thereof to Lessee,which amount shall be payable by Lessee to Lessor upon demand.Such policies shall be for a term
of at least one year,or the length of the remaining term of this Lease,whichever is less If either Party shall fail to procure and maintain the insurance required to be carried
by it,the other Party may,but shall not be required to,procure and maintain the same.
66 Waiver of Subrogation.Without affecting any other rights or remedies,Lessee and Lessor each hereby release and relieve the other,and waive their
entire right to recover damages against the other,for loss of or damage to its property arising out of or incident to the perils required to be insured against herein.The effect of
such releases and waivers is not limited by the amount of insurance carried or required,or by any deductibles applicable hereto.The Parties agree to have their respective
property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee,as the case may be,so long as the insurance is
not invalidated thereby.
6.7 Indemnity.Except for Lessors gross negligence or willful misconduct,Lessee shall indemnify,protect,defend and hold harmless the Premises,Lessor
and its agents, Lessor's master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens,judgments, penalties,
atiomeys'and consultants'fees,expenses and/or liabilities arising out of,involving,or in connection with,the use andlor occupancy of the Premises by Lessee.if any action or
Proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee's expense by counsel reasonably
satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be defended or Indemnified.
6.8 Exemption of Lessor and Its Agents from Liability.Notwithstanding the negligence or breach of this Lease by Lessor or is agents, neither Lessor
nor its agents shall be liable under any arcumstances for(i)injury or damage to the person or goods,wares,merchandise or other property of Lessee,Lessee's employees,
contractors,invitees,customers,or any other person in or about the Premises,whether such damage or injury is caused by or results from fire,steam,electricity,gas,water or
rain,indoor air quality,the presence of mold or from the breakage,leakage,obstruction or other defects of pipes,fire sprinklers,wires,appliances,plumbing.HVAC or lighting
fixtures, or from any other muse,whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the building of which the
Premises are a part,or from other sources or places,(li)any damages arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to
enforce the provisions of any other lease in the Project,or(III)Injury to Lessee's business or for any loss of income or profit therefrom. Instead,it is intended that Lessee's
sole recourse in the event of such damages or injury be to file a Claim on the insurance policy(ies)that Lessee is required to maintain
pursuant to the provisions of paragraph B.
8.9 Fallure to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein will expose
Lessor to nska and potentially muse Lessor to incur costs not contemplated by this Lease,the extent of which will be extremely difficult to ascertain.Accordingly, for any
month or portion thereof that Lessee does not maintain the required insurance andlor does not provide Lessor with the required binders or certificates evidencing the existence
of the required insurance,the Base Rent shall be automatically increased,without any requirement for notice to Lessee,by an amount equal to 10%of the then existing Base
Rent or$100,whichever is greater.The parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor
will incur by reason of Lessee's failure to maintain the required insurance.Such Increase in Base Rem shall in no event constitute a waiver of Lessee's Default or Breach with
respect to the failure to maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligation to
maintain the insurance specified in this Lease.
9. Damage or Destruction.
9.1 Definitions.
(a) "Premises Partial Damage"shall mean damage or destruction,to the improvements on the Premises,other than Lessee Owned Alterations and
Utility Installations,which inn reasonably be repaired in 6 months or less from the date of the damage or destruction.Lessor shall notify Lessee in writing within 30 days from
the date of the damage or destruction as to whether or not the damage is Partial or Total.
(b) "Premises Total Destruction"shall mean damage or destruction to the Premises, other than Lessee Owned Alterations and Utility Installations
and Trade Fixtures,which cannot reasonably be repaired in 6 months or less from the date of the damage or destruction. Lessor shall notify Lessee in writing within 30 days
from the date of the damage or destruction as to whether or not the damage is Partial or Total.
(c)"Insured Lou"shall mean damage or destruction to improvements on the Premises,other than Lessee Owned Alterations and Utility Installations
and Trade Fixtures,which was mused by an event required to be covered by the insurance described in Paragraph 6.3(a),irrespective of any deductible amounts or coverage
limits involved.
(d)"Replacement Coat"shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to their condition
existing immediately prior thereto,including demolition,debris removal and upgrading required by the operation of Applicable Requirements,and without deduction for
depreciation.
(e) "Hamrdous Substance Condition"shall mean the occurrence or discovery at a condition involving the presence of,or a contamination by, a
Hazardous Substance,in,on,or under the Premises which requires resfomfion.
92 Partial Damage-Insured Lou. If a Premises Partial Damage that is an Insured Loss occurs,than Lessor shall, at Lessors expense, repair such
damage(but not Lessee's Trade Fixtures or Lessee Owned Attentions and Utility Installations)as soon as reasonably possible and this Lease shall continue in full force and
effect;provided,however,that Lessee shall,at Lessors election,make the repair of any damage or destruction the total cost to repair of which is$10,000 or less,and,in such
event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, If the required
insurance was not in force or the insurance proceeds are not sufficient to effect such repair,the Insuring Parry shall promptly contribute the shortage in proceeds(except as to
the deductible which is Lessee's responsibility)as and when required to complete mid repairs. In the event,however,such shortage was due to the fact that,by reason of the
unique nature of the improvements,full replacement cost insurance coverage was not commereally reasonable and available, Lessor shall have no obligation to pay for the
shortage In insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same,or adequate assurance
thereof,within 10 days following receipt of written notice of such shortage and request therefor.If Lessor receives said funds or adequate assurance thereof within said 10 day
period,the parry responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect.if such funds or
assurance are no received,Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to: (i)make Such restoration and repair as is mmmercialty
reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect.or(ii)have this Lease terminate 30 days thereafter.
Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or
earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be sane insurance coverage, but the net proceeds of any such insurance shall be made
available for the repairs if made by either Party.
9.3 Partial Damage-Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs,unless caused by a negligent or willful act of
Lessee(in which event Lessee shall make the repairs at Lessee's expense),Lessor may either. (i)repair such damage as soon as reasonably possible at Lessors expense,
in which event this Lease shall Continue in full force and effect or(it)terminate this Lease by giving written notice to Lessee within$0 days after receipt by Lessor of
knowiedge of the occurrence of such damage.Such termirmon shall be efferbve 60 days following the date of such notice.In the event Lessor elects to terminate this Lease,
Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor of Lessee's commitment to pay for the repair of such damage
without reimbursement from Lessor.Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days alter making Such commitment.In such event
this Lease shall continue in full force and effect,and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available. g
Lessee does not make the required commitment this Lease shall terminate as of the date specified in the termination notice.
9.4 Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs,this Lease shall terminate 60 days following
such Destruction. If the damage or destruction was mused by the gross negligence or willful misconduct of Lessee,Lessor shall have the right to recover Lessors damages
from Lessee,except as provided in Paragraph 8.6.
9.5 Damage Near End of Term. If at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds one month's
Base Rent whether or not an Insured Lou,Lessor may terminate this Lease effective 60 days following the date of occurrence at such damage by giving a written termination
notice to Lessee within 30 days after the data of occurrence of such damage.Notwithstanding the foregoing,if Lessee at that time has an exercisable option to extend this
Lease or to purchase the Premises,then Lessee may preserve this Lease by,
(a)exercising such option and(b)providing Lessor with any shortage in insurance proceeds(or adequate assurance thereof)needed to make the repairs on or before the
earlier of(i)the date which is 10 days after Lessee's receipt of Lessor's written notice purporting to terminate this Lease, or(ii) the day prior to the date upon which such
option expires. If Lessee duty exercises such option during such period and provides Lessor with funds(or adequate assurance Cher col)to cover any shortage In insurance
proceeds, Lessor shall,at Lessor's commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full form and
effect.If Lessee fails to exercise Such option and provide such funds or assurance during Such period,than this Lease shall terminate on the date specified in the termination
notice and Lessee's option shall be extinguished.
9.6 Abatement of Rent;Lessee's Remedies.
(a)Abatement In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is not
responsible under this Lease,the Rent payable by Lessee for the period required for the repair,remediation or restoration of such damage shall be abated in proportion to the
degree to which Lessee's use of the Premises is impaired,but not to exceed the proceeds received from
the Rental Value insurance.All other obligations of Lessee hereunder shall be performed by Lessee,and Lessor shall have no liability for any such damage,destruction,
remedialion,repair or restoration except as provided herein.
(b)Remedies.If Lessor is obligated to repair or restore the Premises and does not commence,in a substantial and meaningful way, such repair or
restoration within 90 days after such obligabon shall accrue,Lessee may,at any time prior to the commencement of such repair or restoration,give written notice to Lessor
and to any Lenders of which Lessee has actual notice,of Lessee's election to terminate this Lease on a date not less than 60 days following the giving of such notice. If
Lessee gives such notice and such repair or restoration is not commenced within 30 days thereafter,this Lease shall terminate as of the date specified in said notice.If the
repair or restoration is commenced within such 30 days,this Lease shall confinue in full force and effect"Commence"shall mean either the uncond"nional authorization of
are preparation of the required plans,or the beginning of the actual work on the Premises,whichever first occurs.
9.7 Termination;Advance Payments.Upon termination of this Lease pursuant to Paragraph 6.2(g)or Paragraph 9,an equitable adjustment shall be
made concerning advance Base Rent and any Daher advance payments made by Lessee to Lamar.Lessor shall,in addition,return to Lessee so much of Lessee's Security
Deposit as has not been,or is not then requited to be,used by Lessor.
10. Real Property Taxes.
10.1 Definition. As used herein, the term "Real Property Taxes" shall include any firm of assessment; real estate, general, special, ordinary or
extraordinary,or rental levy or tax(other than inheritance,personal income or estate taxes);improvement bond;and/or license fee imposed upon or levied against any legal or
equitable interest of Lessor in the Premises or the Project,Lessors right to other income therefrom,and/or Lessor's business of leasing,by any authority having the direct or
indirect power to tax and where the funds are generated with reference to the Building address and where are proceeds so generated are to be applied by the city,county or
other local taxing authority of a jurisdiction within which the Premises are located. Real Property Taxes shall also include any tax,fee, levy,assessment or charge, or any
increase therein:(i)imposed by reason of events occurring during the temp of this Laws,including but not limited to,a change in the ownership of the Premises,and(ii)levied
or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease.
10.2
(a)Payment of Taxes.Lessor shall pay the Real Property Texas applicable to the Premises provided,however,that Lessee shall pay to Lessor the
amount, it any, by which Real Property Taxes applicable to the Premises increase over the fiscal tax year during which the Commencement Date Occurs('Tax Increase').
Payment of any such Tax Increase shall be made by Lessee to Lessor within 30 days after receipt of Lessors written statement setting font the amount due and computation
thereof.If any such taxes shall cover any period of time prior to or after the expiration or termination at this Lease,Lessee's share of such taxes shall be prorated to cover only
that portion of the tax bill applicable to the period that this Lease is in effect In the event Lessee incurs a late charge on any Rent payment,Lessor may esfimate the current
Read Property Taxes, and require that the Tax Increase be paid in advance to Lessor by Lessee monthly in advance with the payment of the Base Rent. Such monthly
payment shall be an amour equal to the amount of the estimated installment of the Tax Increase divided by the number of months remaining before the month in which mid
installment becomes delinquent.When the actual amount of the applicable Tax Increase is known,the amount at such equal monthly advance payments shall be adjusted as
required to provide the funds needed to pay the applicable Tax Increase.If the amount collected by Lessor is insufficient to pay the Tax Increase when due,Lessee shall pay
Lessor,upon demand,such additional sums as are necessary to pay such obligations.Advance payments may be intermingled with other moneys of Lessor and shall not bear
interest. In the event of a Breech by Lessee in the performance of its obligations under this Lease, then any such advance payments may be treated by Lessor as an
additional Security Deposit.
(b)Additional Improvements.Notwithstanding anything to the contrary in this Paragraph 1 D.2,lessee shall pay to Lessor upon demand therefor the
entirely of any increase in Real Property Taxes assessed by reason of Alterations a Utility Installations placed upon the Premises by Lessee or at Lessee's request or by
reason of any alterations or improvements to the Premises made by Lessor subsequent to the execution of this Lease by the Parties.
103 Joint Assessment.If the Premises are not separately assessed,Lessee's liability shall be an equitable proportion of the Tax Increase for all of the land
and improvements included within the tax parcel assessed,such proportion to be condusivety determined by Lessor from the respective valuatons assigned in the assessors
work sheets a such other information as may be reasonably available.
104 Personal Property Tun. Lessee shall pay, prior to delinquency, all taxes assessed against and levied upon Lessee Owned Alterations, Utility
Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee. When possible, Lessee shall cause its Lessee Owned Alterations and Utility
Installations,Trade Fixtures,furnishings,equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee's
mid property shall be assessed with Lessors real property, Lessee shall pay Lessor the taxes attributable to Lessee's property within 10 days after receipt of a written
statement setting form the taxes applicable to Lessee's property.
11. Utilities and Services.Lessee shall pay for all water,gas,heat,light,power,telephone,trash disposal and other utilities and services supplied to the Premises,
together with any taxes thereon.If any such services are not separately metered or billed to Lessee,Lessee shall pay a reasonable proportion,to be determined by Lessor,of
all charges jointly metered or billed.There shall be no abatement of rent and lessor shall not be liable in any respect whatsoever for the inadequacy,stoppage,interupfion or
discontinuance of any utility or service due to riot,strike,labor dispute,breakdown,accident,repair or other cause beyond Lessors reasonable control or in cooperation with
governmental request or directions.
12. Assignment and Subletting.
121 Lessors Consent Required.
(a) Lessee shall not voluntarily Or by operation of law assign,transfer,mortgage or encumber(collectively,"assign or assignment")of sublet all or
any part of Lessee's interest In this Lease or in the Premises without Lessors prior written Consent.
(b)Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange,a change in the control of Lessee shall constitute an
assignment requiring consent.The transfer,on a cumulative basis,of 25%or more of the voting control of Lessee shall constitute a change in control for this purpose.
(c) The involvement of lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, transfer,
leveraged buyout or otherwise),whether or not a formal assignment or hypothecation of this Lease or Lessee's assets occurs, which results or will result in a reduction of
the Net Worth of Lessee by an amount greater than 25%of such Net Worth as it was represented at the fime of the execution of this Lease a at the time of the most recent
assignment to which Lessor has consented,or as it exists immediately prim to said transacton or transactions constituting such reduction,whichever was or is greater,shall
be considered an assignment of this Lease to which Lessor may withhold its consent."Net Worth of Lessee"shall mean the net worth of Lessee(excluding any guarantors)
established under generally accepted accounfing principles.
(d)An assignment or subletting without consent shall, at Lessors option, be a Default curable after notes per Paragraph 13.1(c), or a noncureble
Breach without the necessity of any notice and grace period.If Lessor elects to treat such unapproved assignment or subletting as a noncumble Breach,Lessor may either.(it
terminate this Lease,or(i)upon 30 days written notice, increase the monthly Base Rent to 1100h of the Base Rent then in effect. Further, in the event of such Breach and
rental adjustment,(i)the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110%of the price previously in effect,
and(I)all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110%of the scheduled adjusted rent.
(e)Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief.
(f) Lessor may reasonably withhold consent to a Proposed assignment or subletting if Lessee is in Default at the fime consent is
requested.
(g) Notwithstanding the foregoing, allowing a de minimis portion of the Premises,is.20 square feet or less,to be used by a third
party vendor in connecton with the installation of a vending machine or payphons shall no constitute a subletting.
122 Terms and Conditions Applicable to Assignment and Subletting.
(a) Regardless of Lessors consent, no assignment or subletting shall: ()be effective without the express written assumption by such assignee or
sublessee of the obligations of Lessee under this Lease,(ii)release Lessee of any obligations hereunder,or(iii)after the primary liability of Lessee for the payment of Rent or
for the performance of any other obligations to be performed by Lessee.
(b) Lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an
assignment. Neither a delay in the approval or disapproval of such assignment mar the acceptance of Rent or performance shall constitute a waiver Or estoppel of Lessors
night to exercise its remedies for Lessee's Default or Breach.
(c)Lessors consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting.
(d)In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee,any Guarantors or anyone else responsible for the
performance of Lessee's obligations under this Lease, including any assignee or sublessee,without first uhausting Lessors remedies against any other person or entity
responsible therefor to Lessor,or any security held by Lessor.
(a) Each request for consent to an assignment or subletting shall be in writing,accompanied by information relevant to Lessors determinaficn as to the
financial and operational responsibility and appropriateness of the proposed assignee or sublessee,including but not limited to the intended use and/or required modification of
the Premises,if any,together with a fee of$500 as consideration for Lessors considering and protesting said request Lessee agrees to provide Lessor with such other or
additional information and/or documentation as may be reasonably requested.(See also Paragraph 38)
(I')Any assignee of,or subleases under,this Lease shall,by reason of acceptrg such assignment,entering into such sublease, or
entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with each and every term, covenant,
condition and obligation herein to be observed or performed by Lessee during the term of mid assignment or sublease,other than such obligations as are contrary to or
inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to In writing.
(g) Lessors consent to any assignment or subletfing shall rot transfer to the assignee or sublessee any Option granted to the original Lessee by this
Lease unless such transfer is specifically consented to by Lessor in writing.(See Paragraph 39.2)
12.3 Additional Terms and Conditions Applicable to Subletting.The following terms and conditions shall apply to any subletting by Lessee of all or any
part of the Premises and shall be deemed Included in all subleases under this Lease whether or not expressly incorporated therein:
(a) Lessee hereby assigns and transfers to Lessor all of Lessees interest in all Rem payable on any sublease,and Lessor may collect such Rent and
apply same toward Lessee's obligations under this Lease;provided,however,that until a Breach shall occur in the performance of Lessee's obligations,Lessee may collect
said Rent.In the event that the amount collected by Lessor exceeds Lessee's then outstanding obligations any such excess shall be refunded to Lessee.Lessor shall not,by
reason of the foregoing or any assignment of such sublease,nor by reason of the collection of Rent,be deemed liable to the sublessee for any failure of Lessee to perform and
comply with any of Lessee's obligations to soon sublessee. Lessee hereby irrevocably autlarizes and directs any such sublessee, upon receipt of a written notice from
Lessor stating that a Breach exists in the perfomence of Lessee's obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease.
Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists,
notwithstanding any claim from Lessee to the contrary.
(b)In the event of a Breach by Lessee,Lessor may,at its option, require sublesses to allom to Lessor, in which event Lessor shall undertake the
obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease;provided,however,Lessor shall not be liable
for any prepaid rents or security deposit paid by such sublessee to such sublessor or or any prior Defaults or Breaches of such sublessor.
(c)Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor.
(d)No subleases shall Wier assign or sublet all or any part of the Premises without Lessor's prior written consent
(a) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee,who shall have the right to are the Default of Lessee
within the grace period,if any,specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee or any such Defaults dined by
the sublessee.
13. Default;Breach;Remedies.
13,1 Default; Breach.A"Default"is defined as a failure by the Lessee o comply Whh or perform any of the tenths,covenant% conditions or Rules and
Regulations under this Lease. A"Breach"is defined as the occurrence of one or more of the following Defaults,and the failure of Lessee to cure such Default within any
applicable grace period:
(a) The abandonment of the Premises;or the vacating of the Premises without providing a commercially reasonable level of security,or where the
coverage of the property insurance described in Paragraph 6.3 Is jeopardized as a result thereof,or without providing reasonable assurances to minimize potential vandalism.
(b)The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder,whether to Lessor or to a
third party,when due,to provide reasonable evidence of insurance or surety bond,or to fulfill any obligation under this Lease which endangers or threatens life or property,
where such failure continues for a period of 3 business days following written notice to Lessee.THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR
SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE
PREMISES.
(C) The failure of Lessee to allow Lessor and/or Its agents access to the Premises or the commission of waste,act or arts Constituting public or private
nuisance,and/or an illegal activity on the Premises by Lessee,where such actions continue for a period of 3 business days following written notice to Lessee.
(d) The failure by Lessee to provide(i)reasonable written evidence of compliance with Applicable Requirements,(it)the service contracts,(iii)the
rescission of an unauthorized assignment or subletting,(iv)an Estoppel Certificate or financial statements,(v)a requested subordination,(vi)evidence concerning any
guaranty and/or Guarantor,(vii)any document requested under Paragraph 42,(vim)material safely data sheets(MSDS),or(a)any other documeetation or information which
Lessor may reasonably require of Lessee under the terms of this Lease,where any such failure continues for a period of 10 days following wmten notice to Lessee.
(e)A Default by Lessee as to the terms,covenants,conditions or provisions of this Lease,or of the rules adopted under Paragraph 40 hereof,other
than those described in subparagraphs 13.1(a),(b),(c)or(d),above,where such Default continues for a period of 30 days after written notice;provided,however,that if the
nature of Lessee's Default is such that more than 30 days are reasonably required for its cure,than it shall rat be deemed to be a Breach it Lessee commences such are
within said 30 day period and thereafter diligently prosecutes such are to completion.
(1) The occurrence of any of the following events:(i)the making of any general arrangement or assignment for the benefit of creditors;(11)becoming a
"debtor"as defined in 11 U.S.C.§101 or any successor statute thereto(unless,in the rase of a petition filed against Lessee,the same is dismissed within 80 days);(Ili)the
appointment of a trustee or receiver to take possession of substantially all of Lessees assets located at the Premises or of Lessee's interest in this Lease,where possession is
not restored to Lessee within 30 clays;or(iv)the attachment execution or other judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's
interest in this Lease,where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this subparagraph(a) is contrary to any
applicable law,such provision shall be of no force or effect and not affect the validity of the remaining provisions.
(g)The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false.
(h)If the performance of Lessee's obligations under this Lease is guaranteed:(i)the death of a Guarantor,(11)the termination of a Guarantors liability
with respect to this Lease other than in accordance with the terms of such guaranty,(in)a Guarantors becoming insolvent or the subject of a bankruptcy filing,(Iv)a
Guarantors refusal to honor the guaranty,or(v)a Guarantors breach of its guaranty obligation on an anticipatory basis,and Lessee's failure,within 60 rays following written
notice of any such event,to provide written alternative assurance or security,which,when coupled with the than existing resumes of Lessee,equals or exceeds the combined
financial resurces of Lessee and the Guarantors that existed at the time of execution of this Lease.
132 Remedies.ff Lessee fails to perform any of its affirmative duties or obligations,within 1 D days after written notice(or in case of an emergency,without
notice),Lessor may,at its option,perform such duty or obligation on Lessee's behalf,including but not limited to the obtaining of reasonably required bonds,insurance
policies,or governmental licenses,permits or approvals.Lessee shall pay to lessor an amount equal to 115%of the costs and expenses indired by Lessor in such
performance upon receipt of an Invoice therefor.In the event of a Breach,Lessor may,with or without further notice or demand,and without limiting Lessor in the exercise of
any right or remedy which Lessor may have by reason of such Breach:
(a) Terminate Lessee's right to possession of the Premises by any lawful means, in Which case this Lease shall terminate and Lessee shall
immediately mrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (1) live unpaid Rent which had been earned at the time of
termination;(ii)the worth at the time of award of the amount by which the unpaid rem which would have been earned after termination until the time of award exceeds the
amount of such rental loss that five Lessee proves could have been reasonably avoided;(Ili)the worth at the time of award of the amount by which the unpaid rem for the
balance or the forth after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided;and(iv)any other amount necessary
to compensate Lessor for all the dethment proximately caused by the Lessee%failure to perform its obligations under this Lease or which in the ordinary course of things
would be likely to result therefrom,including but not limited to the cost of recovering possession of the Premises,expenses of reletang,including necessary renovation and
alteration of the Premises, reasonable attorneys'fees,and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired
term of this Lease.The worth at the time of award of the amount referred to In provision(Ili)of the immediately preceding sentence shall be computed by discounting such
amount at the discount rote of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor to
mitigate damages caused by Lessee's Breach of this Lease shall not waive Lessors fight o recover any damages to which Lessor is otherwise entitled.If termination of this
Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are
recoverable therein,or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 13.1 was not
previously given,a notice to pay rent or quit,or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice requited by Paragraph
13.1. In such case,the applicable grace period required by Paregraph 13.1 and the unlawful detainer statute shall con mrxxmemly, and the failure of Lessee to are the
Default within the greater of the two such grace periods shall constitute loth an unlawful detainer and a Breach of this Leese entitling Lessor to the remedies provided for in
this Lease and/or by said statute.
(b) Continue the Lease and Lessee's right to possession and recover the Rent as it becomes due, in which event Leases may sublet or assign,
subject only to reasonable limitations. Acts of maintenance,efforts to relet and/or the appointment of a receiver to protect the Lessors interests,shall not consfitute a
termination of the Lessee's right to possession.
(c)Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises are located. The
expiration or termination of this Lease and/or the termination of Lessee's right to possession shall not 2tieve Lessee from liability under any indemnity provisions of this Lease
as to matters occurring or accruing during the tern hereof or by reason of Lessee's occupancy of the Premises.
133 Inducement Recapture. Any agreement for tree or abated rent or other charges, or for the giving or paying by Lessor to or for
Lessee of any cash or other bonus,inducement or consideration for Lessee's entering into this Lease,all of which concessions are hereinafter referred to as"Inducarnent
Pnovislons,"shall be deemed Conditioned upon Lessee's full and faithful performance of all of the terms,Covenants and conditions of this Lease.Upon Breach of this Lease
by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any real, other charge, bonus,
inducement or Consideration theretofore abated, given or paid by Lessor under such an inducement Provision shall be immediately due and payable by Lessee to Lessor,
notwithstanding any subsequent Cure of said Breach by Lessee.The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph
shall not be deemed a waiver by Lessor of the provisions of this paragraph unless Specifically so stated in writing by Lessor at the time of such acceptance.
13.4 Late Charges.Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not Contemplated by this Lease,the
exact amount of which will be extremely difficult to ascertain.Such Costs include,but are not limited to,processing and accounting charges,and late charges which may be
imposed upon Lessor by any Lender.Accordingly,if any Rent shall not be received by Lessor within 5 days after such amount shall be due,men,without any requirement for
notice to Lessee,Lessee shag immediately pay to Lemma ons-time late charge equal to 10%of each such overdue amount or$100,whichever is greater The Parties
hereby agree that such late charge represents a fair and reasonable estimate of the Costs Lessor will incur by reason of such late payment-Acceptance of such late charge by
Lessor shall in no event Constitute a waiver of Lessee's Default or Breach with respect to such overdue amount,nor prevent the exercise of any of the other rights and
remedies granted hereunder.In the event that a late charge is payable hereunder,whether or not Collected,for 3 consecutive installments of Base Rent,than notwithstanding
any provision of this Lease to the Contrary,Base Rent shall,at Lessor's option,become due and payable quarterly in advance.
13,5 Interest Any monetary payment due Lessor hereunder,other than late charges,not received by Lessor,when due shall bear interest from the 31at
day after it was due.The interest("IntemsC)charged shall be Computed at the rate of 10%per annum but shag not exceed the maximum rate allowed by law. Interest Is
payable in addition to the potential We charge provided for in Paragraph 13.4.
13.6 Breach by Lessor.
(a)Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation
required to be performed by Lessor. For purposes of this Paragraph,a reasonable time shall in no event be less than 30 days after receipt by Lessor,and any Lender whose
name and address shall have been furnished Lessee in writing for such purpose,of written notice specifying wherein such obligation of Lessor has not been performed;
provided,however,that it the nature of Lessors obligation is such that more than 30 days are reasonably required for its performance,then Lessor shag not be in breach if
performance is Commenced within such 30 day period and thereafter diligently pursued to Completion.
(b) Performance by Lessee on Behalf of Lessor.In the event that neither Lessor nit Lender cures said breach within 30 days after receipt of said
notice,or it having Commenced said cure they do not diligently Pursue it to Completion,than Lessee may elect to cure said breach at Lessee's expense and offset from Rent
the actual and reasonable Cost to perform such are,provided however,that such offset shall not exceed an amount equal to the greater of one months Base Rent or the
Security Deposit,reserving Lessee's right to seek reimbursement from Lessor for any such expense in excess of such offset.Lessee shall document the cost of said cure
and supply said documentation to Lessor.
14. Condemnation. If Me Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power
(collectively"Condemnation"),this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession,whichever first occurs.d more
than 10%of the Building,or more than 25%of that portion of the Premises not occupied by any building,is taken by Condemnation,Lessee may,at Lessee's option,to be
exercised in writing within 10 days after Lessor shall have given Lessee wntlen notice of such taking(or in the absence of Such notice,within 10 days after the Condemning
authority shall have taken possession)terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in
accordance with the foregoing,this Lease shall remain in full force and effect as to the portion of the Premises remaining,except that the Base Rent shall be reduced in
proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor,whether such
award shall be made as Compensation for diminution in value of the leasehold,the value of the part taken,or for severance damages;provided,however,that Losses shall be
entitled to any compensation paid by the Condemnor for Lessee's relocation expenses,loss of business goodwill and/or Trade Fixtures,without regard to whether or not this
Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises by Lessee,for purposes of Condemnation only,
shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Leese is not
terminated by reason of the Condemnation,Lessor shall repair any damage to the Premises mused by such Condemnation.
15. Brokerage Fees.
15.1 Additional Commission.In addition to the payments owed pursuant to Paragraph 1.9 above,and unless Lessor and the Brokers otherwise agree in
writing,Lessor agrees that: (a)i1 Lessee exercises any Option,(b)if Lessee or anyone affiliated with Lessee acquires any rights to the Premises or other premises owned by
Lessor and located within the same Project,if any,within which the Premises is located,(c)if Lessee remains in possession of the Premises,with the Consent of Lessor,
after the expiration of this Lease,or(d)if Base Rent is increased,whether by agreement or operation of an escalation clause herein,then, Lessor shall pay Brokers a fee in
accordance with the fee schedule of the Brokers in effect at the time the Lease was executed.
152 Assumption of Obligations. Any buyer or transferee of Lessors interest in this Lease shag be deemed to have assumed Lessors obligation
hereunder.Brokers shall be third party beneficianes of the provisions of Paragraphs 1.9,15.22 and 31.If Lessor fails In pay to Brokers any amounts due as and for brokerage
fees pertaining to this Lease when due,than such amounis shall accrue Interest In addition,if Lessor fails to pay any amounts to Lessee's Broker when due, Lessee's
Broker may send written notice to Lessor and Lessee of such failure and it Lessor fails to pay such amounts within 10 days after mid notice,Lessee shall pay said monies to
its Broker and offset such amounts against Rent In addition, Lessee's Broker shall be deemed to be a third party beneficiary of any Commission agreement entered into by
and/or between Lessor and Lessor's Broker for the limited purpose of collecting any brokerage fee owed.
15.3 Representations and Indemnides of Broker Reladorrehlps.Lessee and Lessor each represent and warant to the other that it has had no dea0ngs
with any person, firth, broker or finder(other than the Brokers, if any) in connection with this Leese, and that no one other than said named Brokers is entitled to any
commission or finders fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect defend and hold the other harmless from and against
liability for Compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the
indemnifying Parry,including any costs,expenses,aftomeyra fees reasonably incurred with respect thereto.
16. Estoppel Cortlfkales.
(a) Each Party(as"Responding Party")shall within 10 days after wnften notice from the other Parry(the"Requesting Party")execute,acknowledge
and deliver to the Requesting Party a statement in writing in from similar to the then most current"Estoppel Certificate"form published by the AIR Commercial Real Estate
Association,plus such additional information,confirmation and/or statements as may be reasonably requested by the Requesting Parry.
(b)If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period,the Requesting Party may execute an
Estoppel Certificate stating that: (i)the Lease is in full force and effect without modification except as may be represented by the Requesting Party,(g)there are no uncured
defaults in the Requesting Parry's performance,and(iii)it Lessor is the Requesting Party,not more than one month's rent has been paid in advance.Prospective purchasers
and emumbrancers may rely upon the Requesting Parry's Estoppel Certificate,and the Responding Parry shall be eslopped from denying the bum of the facts Contained in
mid Certificate. In addition,Lessee acknowledges that any failure on Its part to provide such an Estoppel Certificate will expose Lessor to risks and potentially muse Lessor
to incur Costs not Contemplated by this Lease,the extent of which will be extremely difficult to ascertain.Accordingly, should the Lessee fail to execute and/or deliver a
requested Estoppel Certificate in a timely fashion the monthly Base Rem shall be automatically ircreased,without any requirement for notice to Lessee,by an amount equal
to 10%of the than existing Base Rent or$100,whichever is greater for remainder of the Lease. The Parties agree that such increase in Base Rent represents fair and
reasonable compensation for the additional dsk/costs that Lessor will incur by reason of Lessee's failure to provide the Estoppel Certificate. Such increase in Base Rent shall
in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to provide the Estoppel Certificate nor prevent the exercise of any of the other rights
and remedies granted hereunder.
(c)If Lesser desires to finance,refinance,or sell the Premises,or any part thereof,Lessee and all Guarantors shall within 10 days after written notice
from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser,including
but no limited to Lessee's financial statements for the past 3 years.All such financial statements shall be received by Lessor and such lender or purchaser in confidence and
shall be used only for the purposes herein set forth.
17. Definition of Lessor.The term"Lessor'as used herein shall mean the owner or owners at the time in question of the fee tide to the Premises,or,if this is a
sublease,of the Lessee's interest in the prior lease-In the event of a transfer of Lessor's title or interest in the Premises or this Lease,Lessor shall deliver to the transferee or
assignee(in Cash or by credit)any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit,as aforesaid,the Prior
Lessor shall be relievetl of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor.Subject to the foregoing,the
obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as herainabove defined.
18. Sevemblllty. The invalidity of any provision of this Lease, as determined by a Court of competent jurisdiction,shall in no way affect the validity of any other
provision hereof.
19. Days. Unless otherwise specifically indicated to the contrary,the word"days'as used in this Lease shall mean and refer to calendar days.
20. Limitation on Liability.The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor or its partners, members,directors,officers
or shareholders,and Lessee shall look to the Premises,and to no other assets of Lessor,for the satisfaction of any liability of Lessor with respect to this Lease,and shall not
seek recourse against Lessor's partners,members,directors,officers or shareholders,or any of their personal assets for such satisfaction.
21. Time of Essence.Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this Lease.
22. No Prior a Other Agreameota;Broker Disclaimer.This Lease contains all agreements between the Parties with respect to any matter mentioned herein,and no
other prior or contemporaneous agreement or understanding shall be effective.Lessor and Lessee each represents and warrants to the Brokers that it has made,and is relying
solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, quality and
character of the Premises.Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party.
23. Notices.
231 Notice Requlrsments.All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in person(by hand or
by courier)or may be sent by regular,certified or registered mail or U.S.Postal Service Express Mail,with postage prepaid,or by facsimile transmission,or by mail,and shall
be deemed sufficiently given if served in a manner specified in this Paragraph 23.The addresses noted adjacent to a Parry's signature on this Lease shall be that Party's
address for delivery or mailing of nofices.Either Party may by written notice to the other specify a different address for notice,except that upon Lessee's taking possession of
the Premises,the Premises shall constitute Lessee's address for notice. A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such
addresses as Lessor may from bme to time hereafter designate in writing.
232 Date of Notice.Any notice sent by registered or certified mail,return receipt requested,shall be deemed given on the date of delivery shown on the
receipt card,or if no delivery date is shown,the postmark thereon.If sent by regular mail the notice shall be deemed given 72 hours after the same is addressed as required
herein and mailed with postage prepaid. Nodoes delivered by United Stales Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24
hours after delivery of the same to the Postal Service or courier. Notices transmitted by facsimile transmission or by email shall be deemed delivered upon telephone
confirmation of receipt(IF by fax,a confirmation report from fax machine is sufficient).provided a copy is also delivered via delivery or mail.If notice is received on a Saturday,
Sunday or legal holiday,it shall be deemed received on the next business day.
24. Waivers.
(a) No waiver by Lessor of the Default or Breach of any term,covenant or condition hereof by Lessee,shall be deemed a waiver of any other
lam,covenant or condition hereof,or of any subsequent Default or Breach by Lessee of the same or of any other term,covenant or condition hereof.Lessors consent to,or
approval of,any act shall no be deemed to render unnecessary the obtaining of Lessors consent to,or approval of,any subsequent or similar act by Lessee,or be construed
as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such anent.
The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by
Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such
statements andfor conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment.
(c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED THERETO
AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE.
25. Disclosures Regarding The Nature of a Real Estate Agency Relationship.
(a) When entering into a discussion with a real estate agent regarding a real estate transaction,a Lessor or Lessee should from the outset
understand what type of agency relationship or representation it has with the agent or agents in the transaction.Lessor and Lessee acknowledge being advised by the Brokers
in this transaction,as idiom
0 Lessors Anent A Lessor's agent under a listing agreement with the Lessor acts as the agent for the Lessor only.A Lessors
agent or subagent has the following affirmative obligators: To the Lessor A fiduciary duty of utmost care,integrity,honesty,and loyalty in dealings with the Lessor. To the
Lessee and the Lessor: a.Diligent exercise of reasonable skills and pre in performance of the agent's duties.b.A duty of honest and fair dealing and good faith. c A duty
to disclose all facts known to the agent materially affecting the value a desirability of the property that are not known to,or within the diligent attention and observation of,the
Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth
above.
(� Lessee's Aced. An agent can agree to act as agent for the Lessee only. In these sauations,the agent is not the Lessors
agent,even if by agreement the agent may receive compensation for services rendered,either in full or in part from the Lessor.An agent acting only for a Lessee has the
following affirmative obligations.To the Lessee: A fiduciary duty of umosl care,integrity,honesty,and loyalty in dealings with the Lessee.To the Lessee and the Lessor, a.
Diligent exercise of reasonable skills and care in performance of the agent's duties. b.A duty of honest and fair dealing and good faith.c.A duty to disclose all fads known to
the agent materially affecting the value or desirebiRty,of the property that are not known to, or within the diligent attention and observation of,the Parties.An agent is not
obligated to reveal to either Party any confidential information obtained from the other Party which does not imolve the affirmative duties set forth above.
() Agent Reoresentino Both Lessor and Lessee. A real estate agent, either acting directly or through one or more associate
licenses,an legally be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and consent of both the Lessor and the Lessee. In a dual
agency situation,the aged has the following affirmative obligations to both the Lessor and the Lessee:a.A fiduciary duty of utolost are,integrity,honesty and loyalty in the
dealings with either Lessor or the Lessee. b.Other duties to the Lessor and the Lessee as stated above in subparagraphs(i)or(ii).In represenfing both Lessor and Lessee,
the agent may not without the express permission of the respective Party,disclose to the other Party that the Lessor will accept rent in an amount less than that indlated in the
listing or that the Lessee is willing to pay a higher rent than that offered.The above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the
responsibility to protect their own interests. Lessor and Lessee should carefully read all agreements to assurs that they adequately express their understanding of the
transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired,consult a competent professional.
(b) Brokers have no responsibility with respect to arty default or breach hereof by either Party.The Parties agree that no lawsuit or other legal
proceeding involving any breach of duty,error or omission relating to this Laws may be brought against Broker more than one year after the Start Date and that the liability
(including court costs and attorneys!fees),of any Broker with respect to any such lawsuit and/or legal proceeding shall not exceed the fee received by such Broker pursuant to
this Lease;provided,however,that the foregoing limitation on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker.
(c) Lessor and Lessee agree to identify to Brokers as"Confidential"any communication or information given Brokers that is considered by
such Party to be confidential.
26. No Right To Holdover. Lessee has no night to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the
event that Lessee holds over,then the Base Rent shall be increased to 150%of the Base Rent applicable immediately preceding the expiration or lamination.Holdover Base
Rent shall be calculated on monthly basis. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee.
27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall,wherever possible,be cumulative with all other remedies at law or
in equity.
28. Covenants and CondRlons;Construction of Agreement.All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions.
In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease.Whenever required by the
context,the singular shalt include the plural and vice versa.This Lease shall not be construed as if prepared by one of the Parties,but rather according to its fair meaning as a
whole,as if both Parties had prepared it.
29. Binding Effect;Choice of Law. This Lease shall be binding upon the Parties,their personal representatives,successors and assigns and be governed by the
laws of the State in which the Premises are located.Any litigation between the Panties hereto concerning this Lease shall be initiated in the county in which the Premises are
located.
30. Subordination;Attomment;Norm-Disturbance.
30.1 Subordination.This Lease and any Option granted hereby shall be subject and subordinate to any ground lease,mortgage,deed of trust,or other
hypothecation or security device(collectively,"Security Device"),now or hereafter placed upon the Premises,to any and all advances made on the security thereof,and to all
renewals,modifications,and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as"Lender")shall have no
liability or obligation to perform any of the obligations of Lessor under this Lease.Any Lender may elect to have this Lease andfor any Option granted hereby superior to
the lien of its Security Device by giving written notice thereof to
Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation
thereof.
302 Attomment. In the event that Lessor transfers tale to the Premises,or the Premises are acquired by another upon the foreclosure or termination of a
Security Device to which this Lease is subordinated()Lessee shall,subject to the non-disturbance provisions of Paragraph 30.3,attom to such new owner,and upon request
enter into a new lease, containing all of the terms and provisions of this Lease,with such new owner for the remainder of the term hereof,or,at the election of the new
owner,this Lease will automatically become a new lease between Lessee and such new owner,and(ii)Lessor shall thereafter be relieved of any further obligations hereunder
and such new owner shall assume all of Lessors obligations,except that such new owner shall not:(a)be liable for any ad or omission of any prior lessor or with respect to
events occurring prior to acquisition of ownership;(b)be subject to any offsets or defenses which Lessee might have against any prior lessor,(c)be bound by prepayment of
more than one month's rent,or(d)be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner.
30.3 Non-Disturbance.With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee's subordination of this Lease
shall be Subject to receiving a commercially reasonable non-disturbance agreement(a"Non0sturbance Agreement") from the Lender which Non-Disturbance Agreement
provides that Lessee's possession of the Premises,and this Lease,including any options to extend the term howl,will not be disturbed so long as Lessee is not in Breach
hereof and attoms to the record owner of the Premises. Further,within 60 days after the execution of this Lease,Lessor shall,if requested by Lessee,use its commercially
reasonable efforts to obtain a Non-Disturbance Agreement from the holder of arty pre-existing Security Device which is secured by the Premises.In the event that Lessor Is
unable to provide the Non-Disturbance Agreement within said 60 days, then Lomas may, at Lessee's option, directly contact Lender and attempt to negotiate for the
execution and delivery of a Non-Disturbance Agreement.
3D.4 Self-Executing.The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents,provided,however,
that,upon written request from Lessor or a Lender in connection with a sale,financing or refinancing of the Premises,Lessee and Lessor shall execute such further writings as
may be reasonably required to separately document any subordination,attomment and/or Non-Disturbance Agreement provided for herein.
31. Attomeys'Fees. If any Party or Broker brings an action or proceeding involving the Premises whether founded in tot,contract or equity,or to declare rights
hereunder,the Prevailing Party(as hereafter defined)in any such proceeding,action,or appeal thereon,shall be entitled to reasonable attorneys'lees.Such fees may be
awarded in the same suit or recovered in a Separate suit,whether or no Such action or proceeding is pursued to decision or judgment.The term,"Prevailing Party"shall
include,without limitation,a Party or Broker who substantially obtains or defeats the relief sought,as the case may be,whether by compromise,settlement,judgment or the
abandonment by the other Parry or Broker of its claim or defense. The atlomeys'fees award shall not be computed in accordance with any court fee Schedule,but shag be
such as to fully reimburse all aftomeys'fees reasonably incurred.In addition,Lessor shall be entitled to attorneys'fees,costs and expenses inured in the preparation and
service of notices of Default and consultations in connection therewith,whether or not a legal action is Subsequently commenced in connection with such Default or resulting
Breach($200 is a reasonable minimum per occurrence for Such services and consultation).
32. Lessor's Access;Showing Premises;Repairs.Lessor and Lessors agents shall have the right to enter the Premises at any time,in the case Of an emergency,
and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such
afterations,repairs,improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting,using and maintaining of utilities,services,pipes
and conduits through the Premises and/or other premises as long as there is rro material adverse effect to Lessee's use of the Premises. All such activities shall be without
abatement of rent or liability to Lessee.
33. Auctions. Lessee shall not conduct, nor perms to be conducted, any auction upon the Premises without Lessors prior written consent. Lessor shall not be
obligated to exercise any standard of reasonableness in determining whether to permit an auction.
34. Signs. Lessor may place on the Premises ordinary"For Sale"signs at any time and ordinary"For Lease"signs during the last 6 months of the term hereof.
Except for ordinary"for sublease"signs, Lessee shall not place any sign upon the Premises without Lessors prior written consent.All signs must comply with all Applicable
Requirements.
35. Termination;Merger.Unless specifically stated otherwise in writing by Lessor,the voluntary or other surrender of this Lease by Lessee,the mutual termination or
cancellation hereof,or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises;provided,however,
that Lessor may elect to continue any one or all existing subtenancies. Lessors failure within 10 days following any such event to elect to the contrary by written notice to the
holder of any such lesser Interest,shall constitute Lessors election to have such event constitute the termination of soon interest
36. Consents.Except as otherwise provided herein,wherever in this Lane the consent of a Party is required to an act by or for the other Party,such consent shall rot
be unreasonably withheld or delayed.Lessors actual reasonable costs and expenses(including but not limited to architects',attorneys',angineens'and other consultants'fees)
incurred in the consideration of,or response to,a request by Lessee for any Lessor consent, including but not limited to consents to an assignment,a subletting or the
presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor. Lessors consent to any act,
assignment or subletting shall no constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists,nor shall 9"consent be deemed a waiver of any
then existing Default or Breach,except as may be otherwise specifically stated in writing by Lessor at the lime of Such consent.The failure to specify herein any particular
condition to Lessors consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are than reasonable with reference to the
particular matter for which consent is being given. In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the
reasons for such determination,the determining party shall furnish its reasons in writing and in reasonable detail within 10 business days following such request.
37. Guarantor.
37.1 Execution.The Guarantors,it any,shall each execute a guaranty in the forth most recently,published by the AIR Commercial Real Estate Association.
372 Default It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the execution of the
guaranty,including the authority of the party signing on Guarantors behalf to obligate Guarantor,and in the case of a corporate Guarantor,a certified copy of a resolution of its
board of directors authorizing the making of such guaranty,(b)curent financial statements,(c)an Estoppel Certificate,or(d)written confirmation that the guaranty is still in
effect.
38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee's part to be
observed and performed under this Lease,Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof.
39. Options. If Lessee is granted any Option,as defined below,then the following provisions shall apply:
39.1 Definition. "Option"shall mean: (a)the right to extend or reduce the tern of or renew this Lane or to extend or reduce the term of or renew any
lease that Lessee has on other property of Lessor,(b)the right of first refusal or fist offer to lease either the Premises or other properly of Lessor,(c)the right to purchase,the
right of fist offer to purchase or the right of fist refusal to purchase the Premises or other property of Lessor.
392 Options Personal To Original Leasee.Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot be assigned or
exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Promises and,if requested by Lessor,with Lessee certifying
that Lessee has no intention of thereafter assigning or subletting.
39.3 Multiple Options.In the event that Lessee has any multiple Options to extend or renew this Lease,a later Option cannot be exercised unless the prior
Options have been validly exercised.
39.4 Effect of Default on Options.
(a)Lessee shall have no right to exercise an Option:(i)during the period commencing with the giving of any notice of Default and continuing until said
Default is cured, (ih)during the period of fine any Rent is unpaid(without regard to whether notice thereof is given Lessee), (iii)dung the time Lessee is in Breach of this
Lease,or IN)in the event that Lessee has been given 3 or more notices of separate Default whether or not the Defaults are cured,during the 12 month period immediately
preceding the exercise of the Option.
(b)The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lassee's inability to exercise an Option
because of the provisions of Paragraph 39.4(a).
(C)An Option shall terminate and be of no further force or effect,notwithstanding Lessee's due and timely exercise of the Option,if,after Such exercise
and prior to the commencement of the extended term or completion of the purchase,(i)Lessee fails to pay Rent for a period of 30 days after such Rent becomes due(without
any necessity of Lessor to give notice thereof),or(ill if Lessee commfs a Breach of this Lease.
40. Multiple Buildings.If the Premises are a part of a group of buildings controlled by Lessor,Lessee agrees that it will abide by and conform to all reasonable rules
and regulations which Lessor may make from time to time for the management Safety,and care of said properties,including the care and cleanliness of the grounds and
including the parking,loading and unloading of vehicles,and to cause its employees,supplies,shippers,customers,contractors and invitees to so abide and conform.Lessee
also agrees to pay is fair share of common expenses incurred in connection with such rules and regulations.
41. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security
measures,and that Lessor shall have no Obligation whatsoever to provide Same.Lessee assumes all responsibility for the protection of the Premises,Lessee,Its agents and
invitees and their property from the acts of third parties.
42. Reservations. Lessor reserves to itself the right,from time to time,to grant,without the consent or joinder of Lessee,such easements, rights and dedications
Met Lessor deems necessary,and to cause the recordation of parcel maps and restrictions,so long as such easements,rights,dedications,maps and restrictions do not
unreasonably interfere with the use of the Premises by Lessee.Lessee agrees to sign any documents reasonably requested by Lessor to effectuate any such easement rights,
dedication,map or restrictions.
43. Pa. or..ance Under Protest If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions
hereof,the Party against whom the obligation to pay the money is asserted shall have the right to make payment"under protest' and such payment shall not be regarded as a
voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation
on the part of said Party to pay such sum or any part thereof,said Party shall be entitled to recover such sum or so much thereof n it was not legally required to pay.A Party
who does not initiate suit for the recovery of sums paid"under protest"within 6 months shall be deemed to have waived its right to protest such payment.
44. Authority;Multiple Partin;Execution.
(a) If either Party hereto is a corporation,twat,limited liability company,partnership,or similar entity,each individual executing this Lease on
behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf.Each Party shall,within 30 days after request,
deliver to the other Party satisfactory evidence of such authority.
k1b) If this Lease is executed by more than one person or entity as"Lessee",each such person or entity shall be jointly and severally liable
hereunder.It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease,or other document ancillary thereto and bind all of
the named Lessees,and Lesscr may rely on the same as if all of the named Lessen had executed such document.
(f) This Lease may be executed by the Parties in counterparts,each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
45. Conflict Any conflict between the printed provisions of this Lease and typewritten or handwritten provisions shall be controtied by the typewritten or handwritten
provisions.
46. Offer. Preparation of this Lem by either Parry or their agent and submission of same to the other Parry shall not be deemed an offer to lease to the other Party.
This Lease is not intended to be binding until executed and delivered by all Partin hereto.
47. Amendments. This Lease may be modified only in writing,signed by the Parties in interest at the time of the modification. As long as they do not materially
change Lessee's obligations hereunder, Lessee agrees to make such reasonable ran-monetary modifications to this Lease as may be reasonably required by a Lender in
connection with the obtaining of normal financing or refinancing of the Premises.
48. Waiver of Jury Trial.THE PARTIES HEREBY WANE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING
THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.
49. Arbitration of Disputes. An Addendum requiring the Arbitration of disputes between the Parties and/or Brokers arising out of this Lease o
is a is not attached to this Lease.
50. Accessibility;Americans with DisabilitiesACL
(a) The Premises:o have not undergone an inspection by a Certified Access Specialist(CASp).v have undergone an inspection by a Certified
Access Specialist(CASp)and it was determined that the Premises met all applicable construction-related accessibility standards pursuant to California Civil Code§55.51 at
seq. v have undergone an inspection by a Certified Access Specialist(CASp)and it was determined that the Premises did not meet all applicable construction-related
accessibility standards pursuant to Caldomia Civil Code§55.51 at seq.
(b) Since compliance with the Americans with Disabilities Act(ADA)is dependent upon Lessee's specific use of the Premises,Lessor makes
no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the event that Lessee's use of the Premises requires
modifications or additions to the Premises in order to be in ADA compliance,Lessee agrees to make any such necessary modifications and/or additions at Lessee's expense.
LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN,AND BY THE EXECUTION
OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS
EXECUTED,THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH
RESPECT TO THE PREMISES.
ATTENTION:NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE
LEGAL SUFFICIENCY,LEGAL EFFECT,OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED
TO:
1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.
Z. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES.SAD INVESTIGATION SHOULD INCLUDE BUT
NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE
CONDITION OF THE ROOF AND OPERATING SYSTEMS,AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE.
WARNING: IF THE PREMISES IS LOCATED IN A STATE OTHER THAN CALIFORNIA,CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO
COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES IS LOCATED.
The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures.
Executed at: Executed at On:
On:
By LESSOR: By LESSEE:
Frank 6orgess GTC Care, 1nc. a California corporation
By: By:
Name Printed: Frank nurgess Name Printed: Samion Shtockinuster
Title: Title:
By: By.
Name Printed: Name nted: Gilbert Cast 1110
Title: T
Address: Address:
Telephone:( ) Telephone:
Facsimile:( J Facsimile:( )
Email: Email:
Email: Email:
Federal ID No. Federal ID No. _
BROKER: BROKER:
KUD Properties, Inc.
Aft:TroZ Kudlac All:
TMe: Ti0e:
Address: 121 S Palm Canyon, Suite 215 Address: Palm Springs, CA 92262 _
Telephone:260 902-4550
Telephone:( )
Facsimile:( ) Facsimile:(
EMil:troy@kudproperties.com Email:
Federal ID No.45-2806088 Federal ID No.
Broker/Agent BRE License #: 01498474 —Broker/Agent BRE License #:
NOTICE:These forms ere often modified to meet changing requirements of law and Industry needs.Always write or call to make sure you are utilizing the
most current form: AIR Commercial Real Estate Association, 500 N Brand Blvd,Suite 900,Glendale,CA 91203.
Telephone No.(213)687-8777. Fax No.:(213)887-8815.
®Copyright 2001•By AIR Commercial Real Estate Association.All rights reserved.No part of
these works may he reproduced in any form without permission In writing.
CORPORATION SHAREHOLDERS' MANAGEMENT
AGREEMENT
OF
GTC CARE INC
-MORE THAN ONE SHAREHOLDER-
This form is appropriate for a Nonprofit Corporation Shareholders' Agreement where one of the
shareholders is predominate as to management and compensation. The provisions are suggestive
only; and counsel may wish to delete, add or substitute alternative provisions according to the
parties' actual agreement.
The form of Minutes,Consents,Bylaws, Agreements and other forms and documents enclosed with this order are offered as a sample only of
standard provisions contained in such forms and documents.They do not purport to address the specific requirements of individual transactions
or situations. If utilized incorrectly,significant negative tax and business consequences could result. persons outside the legal profession who
intend to utilize any such fortes and documents must seek competent legal counsel prior to their use or adaptation thereof for his or her particular
requirements.
(c)2005-2015 ALL RIGHTS RESERVED.
1
CORPORATION
SHAREHOLDERS' MANAGEMENT AGREEMENT
OF
GTC CARE INC
A CALIFORNIA CORPORATION
THIS AGREEMENT is entered into and effective on 06/22/2015 among the undersigned
shareholders of the above named corporation.
WHEREAS, the undersigned are the respective owners of the shares set forth the
opposite their names of the capital stock of the above named corporation, a California close
corporation, which shares constitute all of the issued and outstanding shares of this corporation;
and
WHEREAS, the undersigned desire to become parties to and subject their shares of
capital stock in said corporation to a "Shareholders' Agreement" as provided in Section 300(b)
of the California Corporations Code;
NOW, THEREFORE, it is agreed as follows:
1. Employment of Officers.
The following named persons shall be the officers of the corporation until his or her or
their employment is terminated as provided in Paragraph 2 of this Agreement:
TITLE NAME
President SAMION
SHTOCKMASTER
Vice President GILBERT CASTILLO
Secretary GILBERT CASTILLO
Chief Financial Officer/Treasurer SAMION
SHTOCKMASTER
Each officer shall receive a monthly salary in a reasonable amount as determined by the
President. Such salary shall not exceed an amount equal to percent (0) of the net profits
in any one taxable year, after franchise and income taxes for such year. In determining
net profits, the salary paid to the President in such year shall be ignored and not deducted
1
from gross profits.
2
2. Termination.
The employment of each officer shall terminate on the occurrence of any one of
the following events:
A. If he or she ceases to be a shareholder.
B. If he or she voluntarily resigns.
C. If he or she declares bankruptcy, dies, or becomes physically incapacitated.
D. If he or she is declared of unsound mind by an order of court.
E. If he or she is convicted of a felony.
F. If he or she fails to perform such officer's obligations under this Agreement or
otherwise willfully breaches this Agreement.
G. On the involuntary dissolution of the corporation as provided by Sections
1800 et. seq. of the California Corporations Code.
In the event of this termination of employment of any one of the officers, his or her
replacement shall be selected in the manner provided in the Bylaws.
3. Management of Corporation.
Notwithstanding anything to the contrary contained in the Bylaws and except as
required by the California Corporations Code, the business and affairs of said
corporation shall be managed and all corporate powers shall be exercised by or
under the direction of the President, except that the President shall have no
authority to do any of the following without the prior written consent of percent
0 )of the shareholders:
A. Issue or sell any additional shares of the corporation's capital stock;
B. Sell all or substantially all of its assets or agree to a merger or
reorganization;
C. Engage in any material business activity other than that in which it is
presently engaged;
D. Make any distribution to shareholders prohibited by California
Corporations Code Sections 500-501;
E. Alter or amend this agreement.
4. Waiver of Meetings.
No formal meetings of shareholders or Directors need be held but may be called
by the President as provided in the Bylaws of the corporation.
5. Indemnification.
The President agrees to indemnify and hold harmless the Directors and the
undersigned shareholders and their successors and assigns from and against any
claim, loss, damage, liability or cost (including reasonable attorneys' fees)
asserted against them or incurred by him or her as a result of any managerial acts
or omissions of the President for which said indemnified parties, or any of them,
3
may be subject to liability under Section 300(d) of the California Corporations
Code.
6. Dividends to Shareholders.
Subject to the limitations contained in Sections 500 and 501 of the California
Corporations Code, the shareholders shall be entitled to receive each year as
dividends an amount 90%,5% ,5% of the net profits (after franchise and income
taxes) earned in each year; for the purpose of determining such net profits, the
salary paid to the President in such year shall be ignored and not deducted
from gross profits.
7. Records and Reports.
The President shall cause the corporation to maintain the books,records and other
documents as required by Section 1500 of the California Corporations Code, and
to furnish the shareholders with an Annual Report referred to in Section 1501(a)
of said Code. Such report need not be audited.
8. Endorsement of Share Certificates.
Each shareholder's share certificate shall provide on its face an endorsement
indicating the fact and date of execution of this agreement and the legend required
by California Corporations Code Section 418(c).
9. Binding Effect of Agreement.
This Shareholders' Agreement shall inure to the benefit of and be binding upon
the successors and assigns of the parties hereto.
10. Governing Law.
This agreement shall be governed by and construed in accordance with the laws
of the State of California.
11. Filing of Agreement.
A duplicate original of this Shareholders' Agreement shall be filed with the
Secretary of this corporation for inspection by any prospective purchaser of shares
of stock of this corporation,
4
IN WITNESS WHEREOF,the parties hereto have here unto affixed their signatures as of
the day and year first above written.
SHAREHOLDER: SAMION SHTOCKMASTER
100 %
Shareholder's signature Number of Shares Owned
SHAREHOLDER: GILBERT CASTILLO
0 %
S *o1der's signature Number of Shares Owned
SHAREHOLDER:
0%
Shareholder's signature Number of Shares Owned
SHAREHOLDER:
Shareholder's signature Number of Shares Owned
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