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Home My WebLink About1686_001o Class B fires involve flammable or combustible liquids such as gasoline, kerosene, grease and oil. The numerical rating for class B extinguishers indicates the approximate number of square feet of fire it can extinguish. o Class C fires involve electrical equipment, such as appliances, wiring, circuit breakers and outlets. Class C extinguishers do not have a numerical rating. The C classification means the extinguishing agent is non-conductive. o Class D fire extinguishers are commonly found in a chemical laboratory. They are for fires that involve combustible metals, such as magnesium, titanium, potassium, and sodium. These types of extinguishers also have no numerical rating, nor are they given a multi-purpose rating—they are designed for class D fires only. For fires involving a combination of these classifications, a fire extinguisher with ABC ratings must be used. This is the multipurpose dry chemical extinguisher. The ABC type is filled with monoammonium phosphate, a yellow powder that leaves a sticky residue that may be damaging to electrical appliances such as a computer. Based on Vert Lake Elsinore's operations, fire extinguishers at the proposed facility will be the Class A, B, and C fire extinguishers. Both fitted and portable fire extinguishers will be in accordance with National Fire Protection Association 10 (NFPA) and Riverside County Fire Department requirements. Monitoring Services Monitoring system is not required for this occupancy. The existing building is monitored and includes the space intended for occupancy. Fire Evacuation Plan Vert Lake Elsinore recognizes that the safe, orderly and prompt evacuation of our employees, patients, and any other building occupants depends not only on having the physical safety features of the building, such as fire extinguishers and fire alarms, in operating condition, but also on having an operational emergency evacuation plan. The cooperation and participation of every building occupant is essential. Every employee has an individual responsibility to know how to accomplish the evacuation when the fire alarm device sounds or when directed by a public authority or management representative. Vert Lake Elsinore's Fire Evacuation Plan consists of the following: Pre -Planning the Escape The locations of fire alarm pull boxes will be clearly identified and all employees and patients will be made aware of them during their initial new employee or patient orientation and again in periodic refresher reviews and drills. ■ Exits will be checked routinely to ensure there are always at least two unobstructed pathways out. The fire exits will be checked routinely to make sure they are usable. • Periodic fire drills will be enacted to ensure patients and employees learn the sound of the building's fire alarm. Emergency telephone numbers will be posted near all telephones. Telephones will be located strategically throughout the building. A minimum of 4 telephones will be provided. • Fire evacuation exit diagrams will be posted throughout the building. • Exits will be clearly marked. Evacuating If There Is A Fire or Fire Alarm When an employee discovers a fire or smoke condition, he/she must sound the building alarm by activating the nearest pull station and make a follow-up call to 911. Red emergency telephones will be located strategically throughout the facility to ensure that employees have easy access to calling 911. • Whenever the fire alarm is sounded, all employees must leave immediately. Employees must not assume the fire alarm is false or a test and wait to see what others do. In a fire, seconds count. • Each employee must try to help others, if he/she can do so safely. • Unless unusual conditions dictate otherwise, all employees must use the nearest stairway as this is the best evacuation route to the nearest exit. When leaving, each employee must close (not lock) the door behind himself or herself. If the door locks automatically, he/she shall take his/her key with him/her in case he/she needs to get back in for refuge. Once outside, he/she shall meet at his/her assembly point and take a head count to make sure everyone is out and accounted for. He/she must never attempt to re-enter the building to search for someone missing; he/she should let fire or police officials know. • There will be 2 floor wardens who will be responsible for alerting employees during their training of the assembly point, and in an actual emergency they will be responsible for taking a head count to ensure everyone is accounted for once outside of the building. These individuals will serve as the main contact for emergency training and drills. Additionally, floor wardens will be provided a neon vest to wear so that they can be easily identified. Checking the Doors and Avoiding Smoke Inhalation • Before opening a door, each employee should make sure there is no fire on the other side by using the back of his/her hand to touch the door, doorknob, or door frame. • If the door, doorknob, or door frame feels hot, the door shall not be opened, as there is probably fire on the other side. If the door, door- knob, or door frame feels cool, the door should be opened slowly, and the employee shall leave the area and close the door behind them. • Stay low when there is smoke. • If an employee encounters smoke while escaping, he/she should crawl or get as low as they can, since the cleanest air will be within 1 to 2 feet from the floor. If the main exit is blocked by fire or smoke, the employee should use their alternate route. If this is not feasible, the employee shall go to the safest location and wait for rescue. Protecting Oneself If One Can't Escape ■ He/she must close all doors between himself/herself and the fire. • All cracks around doors must be sealed with cloth to keep the smoke out. • He/she must call 911 to notify emergency personnel of his/her location. Standardization of Procedures Standardization of procedures is the only way to ensure accountability and comprehensive preparedness. Accordingly, LAC has developed a set of standardized forms and checklists to ensure that safety procedures are correctly implemented and followed. These standard procedures will be present in the employee manual and the employees will be required to sign a form to show they have reviewed and understand these standard procedures. We provide a sample of these safety -procedure forms and checklists in the Exhibits to this Fire Safety Plan: • Hazard and Risk Survey — Exhibit A • General Fire Prevention Checklist — Exhibit B 12 Exits Checklist — Exhibit C • Flammable and Combustible Material Checklist — Exhibit D 13 Exhibit A — Hazard and Risk Survey Type of Hazard Location Emergency Actions Risk Level Required PPE Fire Chemical Spill Earthquake To be Completed by Owner 14 Exhibit B - hire Prevention Checklist Use this checklist to ensure fire prevention measures conform to the general fire prevention requirements found in OSHA standards. Is the local fire department acquainted with your facility, its location, and specific hazards? If you have a fire alarm system, is it tested at least annually? If you have interior standpipes and valves, are they inspected regularly? If you have outside private fire hydrants, are they on a routine preventive maintenance schedule and flushed at least once a year? Are fire doors and shutters in good operating condition? Are fire doors and shutters unobstructed and protected against obstructions, including their counterweights? Are automatic sprinkler system water control valves, air pressure, and water pressure checked weekly or periodically? Has responsibility for the maintenance of automatic sprinkler systems been assigned to an employee or contractor? Are sprinkler heads protected by metal guards? Is proper clearance maintained below sprinkler heads? Are portable fire extinguishers provided in adequate number and type? * Are fire extinguishers mounted in readily accessible locations?* Are fire extinguishers recharged regularly with the recharge date noted on an inspection tag? * Are employees periodically instructed in the use of extinguishers and fire protection procedures?* ❑ Yes ❑ No ❑ Yes ❑ No ❑ Yes ❑ No ❑ Yes ❑ No ❑ Yes ❑ No ❑ Yes ❑ No ❑ Yes ❑ No ❑ Yes ❑ No ❑ Yes ❑ No ❑ Yes ❑ No ❑ Yes ❑ No ❑ Yes ❑ No ❑ Yes ❑ No ❑ Yes ❑ No *(NOTE: Use of fire extinguishers is based on company policy regarding employee firefighting in your Emergency Action Plan and local fire code.) 15 Exhibit C — Exits Checklist Use this checklist to evaluate compliance with OSHA's standard on emergency exit routes. Is each exit marked with an exit sign and ii Yes ❑ No illuminated by a reliable light source? Are the directions to exits, when not ❑ Yes ❑ No immediately apparent, marked with visible signs? Are doors, passageways, or stairways that are ❑ Yes ❑ No neither exits nor access to exits, and which ❑ Yes ❑ No could be mistaken for exits, marked "NOT AN EXIT" or other appropriate marking? Are exit signs provided with the word "EXIT" in ❑ Yes ❑ No letters at least five inches high and with lettering at least one inch wide? ❑ Yes ❑ No Are exit doors side -hinged? ❑ Yes ❑ No Are all exits kept free of obstructions? ❑ Yes ❑ No Are there at least two exit routes provided ❑ Yes ❑ No from elevated platforms, pits, or rooms where the absence of a second exit would increase the risk of injury from hot, poisonous, ❑ Yes ❑ No corrosive, suffocating, flammable, or explosive substances? Is the number of exits from each floor of a ❑ Yes ❑ No building and from the building itself appropriate for the building occupancy? (NOTE: Do not count revolving, sliding, or overhead doors when evaluating whether there are sufficient exits.) Are exit stairways that are required to be ❑ Yes ❑ No separated from other parts of a building enclosed by at least one-hour fire-resistant walls (or at least two-hour fire-resistant walls in buildings over four stories high)? Are the slopes of ramps used as part of ❑ Yes ❑ No emergency building exits limited to one foot vertical and 12 feet horizontal? Are glass doors or storm doors fully tempered, ❑ Yes ❑ No and do they meet the safety requirements for human impact? Can exit doors be opened from the direction of ❑ Yes ❑ No exit travel without the use of a key or any special knowledge or effort? Are doors on cold storage rooms provided with an inside release mechanism that will release ❑ Yes ❑ No the latch and open the door even if it's padlocked or otherwise locked on the outside? Where exit doors open directly onto any street, ❑ Yes ❑ No alley, or other area where vehicles may be operated, are adequate barriers and warnings provided to prevent employees from stepping into the path of traffic? Are doors that swing in both directions and are ❑ Yes ❑ No located between rooms where there is frequent traffic equipped with glass viewing panels? 17 Exhibit D — Flammable and Combustible Material Checklist Use this checklist to evaluate compliance with OSHA's standards on flammable and combustible materials: Are combustible scrap, debris, and waste materials such as oily rags stored in covered ❑Yes ❑No metal receptacles and removed from the worksite promptly? Are approved containers and tanks used for ❑Yes ❑No the storage and handling of flammable and combustible liquids? Are all connections on drums and ❑Yes ❑No combustible liquid piping vapor and liquid tight? Are all flammable liquids kept in closed ❑Yes ❑No containers when not in use? Are metal drums of flammable liquids ❑Yes ❑No electrically grounded during dispensing? Do storage rooms for flammable and ❑Yes ❑No combustible liquids have appropriate ventilation systems? Are NO SMOKING signs posted on liquefied ❑Yes ❑No petroleum gas tanks? Are all solvent wastes and flammable liquids ❑Yes ❑No kept in fire-resistant covered containers until they are removed from the worksite? Is vacuuming used whenever possible rather ❑Yes ❑No than blowing or sweeping combustible dust? Are fuel gas cylinders and oxygen cylinders ❑Yes ❑No separated by distances or fire-resistant barriers while in storage? Are fire extinguishers appropriate for the ❑Yes ❑No materials in the areas where they are mounted? * Are appropriate fire extinguishers mounted ❑Yes ❑No within 75 feet of outside areas containing flammable liquids and within 10 feet of any inside storage area for such materials? * Are extinguishers free from obstruction or ❑Yes ❑No blockage? * Are all extinguishers serviced, maintained, ❑Yes ❑No and tagged at least once a year?* OR Are all extinguishers fully charged and in their designated places? * Where sprinkler systems are permanently installed, are the nozzle heads directed or arranged so that water will not be sprayed into operating electrical switchboards and equipment? Are NO SMOKING signs posted in areas where flammable or combustible materials are used or stored? Are safety cans utilized for dispensing flammable or combustible liquids at the point of use? Are all spills of flammable or combustible liquids cleaned up promptly? Are storage tanks adequately vented to prevent the development of an excessive vacuum or pressure that could result from filling, emptying, or temperature changes? Completed by: Date ❑Yes ❑No ❑Yes ❑No ❑Yes ❑No ❑Yes ❑No ❑Yes ❑No ❑Yes ❑No ID a' Secretary of State LLC -12 e Statement of Information (Limited Liability Company) IMPORTANT — Read instructions before completing this form. Filing Fee – $20.00 Copy Fees – First page $1.00; each attachment page $0.50; Certification Fee - $5.00 plus copy fees 20-A95827 FILED In the office of the Secretary of State of the State of California FEB 27, 2020 This Space For Office Use Only 1. Limited Liability Company Name (Enter the exact name of the LLC. If you registered in California using an alternate name, see instructions.) VERT LAKE ELSINORE LLC 2. 12 -Digit Secretary of State File Number 3. State, Foreign Country or Place of Organization (only if formed outside of California) 201928310466 CALIFORNIA A C..c:necc Adrbn — a. Street Address of Principal Office - Do not list a P.O. Box City (no abbreviations) State Zip Code 29 CENTAURUS WAY COTO DE CAZA CA I 92679 b. Mailing Address of LLC, if different than item 4a City (no abbreviations) State Zip Code 29 CENTAURUS WAY COTO DE CAZA CA 92679 c. Street Address of California Office, if Item 4a is not in California - Do not list a P.O. Box City (no abbreviations) State Zip Code 29 CENTAURUS WAY COTO DE CAZA CA 92679 If no managers have been appointed or elected, provide the name ana aaaress or eacn memuer. ra iea5c one name gnu auuiesa 5. Manager(s) or Member(s) must be listed. If the manager/member is an individual, complete Items 5a and 5c (leave Item 5b blank). If the manager/member is an entity, complete Items 5b and 5c (leave Item 5a blank). Note: The LLC cannot serve as its own manager or member. If the LLC has additional managers/members, enter tho name(s) and addresses on Form LLC -12A (see instructions). a. First Name, if an individual - Do not complete Item 5b Middle Name Last Name Suffix Saif Alchi b. Entity Name - Do not complete Item 5a c. Address City (no abbreviations) State Zip Code 15988 Sarah Ridge Ct San Diego I CA 192127 6. Service of Process (Must provide either Individual OR Corporation.) INDIVIDUAL — ComDlete Items 6a and 6b only. Must include agent's full name and California street address. a. California Agent's First Name (if agent is not a corporation) Middle Name Last Name Suffix ROBERT City (no abbreviations) HAWEKOTTE I Zip Code b. Street Address (if agent is not a corporation) - Do not enter a P.O. Box Clttiy (no abbreviations State Zi Code 62679 29 CENTAURUS WAY COTO DE LAZA CA CORPORATION — Complete Item 6c only. Only include the name of the registered agent Corporation. c. California Registered Corporate Agent's Name (if agent is a corporation) — Do not complete Item 6a or 6b 7. Type of Business --.—Describe the type of business or services of the Limited Liability Company RETAIL SALES o f"{. a.f c --m— nff:nnr if nlnrfnd nr snnninfcd a. First Name Middle Name Last Name Suffix b. Address City (no abbreviations) Stale I Zip Code 9. The Information contained herein, including any attachments, is true and correct. 02/27/2020 Saif Alchi Member Date Type or Print Name of Person Completing the Form Title Signature Return Address (Optional) (For communication from the Secretary of State related to this document, or if purchasing a copy of the filed document enter the name of a person or company and the mailing address. This information will become public when filed. SEE INSTRUCTIONS BEFORE COMPLETING.) Name: F Company: Address: City/State/Zip: L LLC -12 (REV 01/2017) Page 1 of 1 2017 California secretary of State www.sos.ca-gov)business/be PROPERTY OWNER CONSENT FORM Commercial Cannabis Business PROPERTY OWNER INFORMATION Timothy J. Scglzo Name The Frederick Thomas Scalzo Separate Property Trust, dated February 27, 2018 Buslness Name (if applicable) PO Box 1660 Mailing Address PREMISES INFORMATION 31875 Corydon St, Ste 120 / 31881 Corydon St, Ste 160 Physical Address Vert Lake Elsinore, LLC Tenant Applicant (Business Name) ❑ Owner ❑ Manager ® Other: Successor Trustee Title 949-842-8146 Phone Number San Juan Capistrano CA 92693 City state Zip Code Lake Elsinore CA 92560 city state Zip Code IN Optional - Copy of the property lease agreement attached DECLARATIONS AND SIGNATURE I hereby certify that I am the property owner and/or manager of the premises referenced in the Premises Information section, and authorized to complete this form on the property owner's behalf. The property owner acknowledges that the above-mentioned tenant has the legal right to occupy the property and acknowledges and consents to the conduct of commercial cannabis manufacturing activities on the property. ign, � Dat J J CALIFORNIA NOTARY ACK. / JURAT ATTACHED ___ °3ic)4/202--) CALIFORNIA JURAT A notary public or other officer completing this certificate verifies only the identity of the individual(s) who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ) ss COUNTY OF ORANGE ) Subscribed and sworn to (or affirmed) before me on this day of 2i] 2;::� by T 3• SC t~�� who proved to me on the basis of satisfactory evidence to be the person($) who appeared before me. HEMANSHU P. $ADANIm „� COMM -2257720n a- �`^' -'� �] NOTARY PUBLI"AWORNIA { Signature m MyTemExp Oct. 7 2022 OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document t � Document Date 3 N � Number of Pages 1 _ Signers Other Than Named Above: Ri�AS'JIP.:dOJr 1a'�!M''r+.[�l9fLil : F" -e: kY'�EC�AY9fI%IfkiAYl,'p��Y'Pry'7N."i70N..YV�'.Cr1{�iF1�R�M1'I.OYwI{YV�'lvIAY1Sl1� April 11, 2018 City of Lake Elsinore 130 South Main St. Lake Elsinore, CA 92530 RE: Conditions of Approval for Businesses Engaged in Cannabis Production/Distribution To Whom It May Concern: This letter shall serve as a conditional approval by the Blue Lake Industrial Condo Owners Association ("Association"), on the following and such other conditions to be determined at the Association's reasonable discretion, for any applicant ("Unit Owner") requesting the right to operate a cannabis production/distribution business within the Association pursuant to the City of Lake Elsinore Ordinance No. 2017-1383, any related or subsequent ordinance related to cannabis, and the applicable laws of the State of California: General 1. Unit Owner shall be required to submit a fully completed architectural application ("Application") in the form provided by the Association's management company, Equity Management, including a complete set of architectural and engineered drawings showing all planned modifications of the subject Unit and any proposed modifications to any Association owned and/or maintained Common Area as defined in the Association's governing documents. Unit Owner shall provide Association with such other information as may requested by Association that Association deems necessary and appropriate, in its reasonable determination, to process Unit Owner's Application. 2. Unit Owner shall promptly pay an application deposit ("Deposit"), to Association, in such amount as may be requested by Association, to be used towards the cost of processing the Application, including, but not limited to the employment of any consulting engineers or others whose services are used to act upon the Application. Unused Deposit shall be returned to Unit Owner (regardless of the remitter of the funds) within 30 -days following the Association's final decision on the Application. 3. The Association shall be promptly reimbursed, in full, for all costs incurred by the Association in connection with the processing of the Application, including all costs in excess of any Deposit paid. 4. If Unit Owner fails to pay any amount due to Association in connection the Application within 15 days of presentation of bill, the Association shall cease the processing of the Application until such amounts are received in full by the Association. 5. Unit Owner shall indemnify and hold harmless the Association, its agents, managers, Directors, and Members from all claims, damages, losses and liabilities associated with the processing of the Application, any approvals granted therein, and the operation of the proposed business that is the subject of the Application. Conditional Approval of Cannabis Business Located with the Alesco Blue Lake Industrial Condo Owners Association City of Lake Elsinore April 11, 2018 Page 2 of 5 6. Association shall augment these conditions of approval with supplemental conditions as Association deems reasonable, necessary, and appropriate after Application has been received and evaluated. 7. The Association does not consent to the issuance of a building permit(s) by the City of Lake Elsinore for the construction of the improvements contemplated by the Application until such time as the Association has fully reviewed and approved the Application, which may require supplemental conditions as discussed above, and Unit Owner agrees not to commence with the construction of any such improvement or engage in the operation of the cannabis production/distribution business until time as the Association has approved the Application. Security and Parking 8. Unit Owner shall provide full time (24 hours per day / 7 days per week / 52 weeks per year) security within their Unit. All security personnel shall be properly credentialed and possess all licenses and permits as may be required by law. 9. Unit Owner may only install exterior mounted cameras upon approval of Association. 10. If Application includes a retail dispensary component, then Unit Owner shall police the Common Areas around the Unit to ensure that no customers of the dispensary loiter in the Association Common Areas at any time. 11. Customers of the dispensary may not consume cannabis products purchased at the dispensary within the Association Common Areas (including within a vehicle parking in the Association Common Area parking lot). 12. Parking in the Association is shared by all occupants and Unit Owner may not use more than its prorated share of the Common Area parking. Unit Owner shall be respectful of the parking requirements of the other occupants within the Association and not utilize the parking in front of Units other than its own. 13. Parking spaces may not be reserved without the Association's prior written approval. 14. Overnight parking is prohibited. Water Usage 15. If the cannabis production operation within the Unit entails a grow operation, the Unit Owner shall be required to pay for the additional water consumption and sewer fee charges incurred by the Association because of the operation. If the additional water consumption causes the Association to pay a higher cost of water based on a tiered allocation, Unit Owner shall also be responsible for those costs in addition to the cost of its metered water consumption and corresponding sewer fee charges. 16. Inasmuch as the individual Units within the Association were not designed or plumbed to be separately metered, modifications of the existing plumbing system may be required to better isolate and meter each Unit's individual water consumption. Association may also need to install one or more submeters for each building in addition to submeters on the Unit. The cost of all such plumbing modifications and installation Conditional Approval of Cannabis Business Located with the Alesco Blue Lake Industrial Condo Owners Association City of Lake Elsinore April 11, 2018 Page 3 of 5 of submeters shall be borne by Unit Owner. If more than one such grow operation exists within the Association, the Association will bill the cost of the plumbing modifications and submeter installation by Unit when feasible and will otherwise prorate the costs of such modifications and meter installations amongst all such Unit Owners evenly where a specific breakdown in billing costs is not otherwise feasible. 17. Attempts to individually submeter Units as described above notwithstanding, if the Association is unable to fully isolate the water consumption of the Unit, Association shall be entitled to make further adjustments to the water consumption as it deems necessary and appropriate to recoup the cost of excess water consumption of the Unit. 18. In addition to plumbing modification and meter installation costs and the water consumptions costs as set forth above, Unit Owner shall be responsible for the direct and indirect administrative costs for the reading and billing of the submeters. Electricity Usage 19. Inasmuch as the electrical power needs of a cannabis grow operation greatly exceed the power designed for, and provided to, each Unit within the Association, the additional power required has the potential to fully utilize or exceed the capacity of the building's switchgear, the feeders and underground conduits/ducts running from the Southern California Edison transformer to the building's electrical room, and the Southern California Edison transformer itself (collectively, the "Electrical System"), the cost of upgrading any of the Southern California Edison facilities and equipment or the Association owned Common Area electrical facilities and equipment required to facilitate the increased electrical needs of the Unit, including those requirements set forth in no. 21, below, shall be borne entirely by the Unit Owner. 20. All electrical work performed in the Association Common Area by Unit Owner (including without limitation, Unit Owner's tenants and contractors), whether in the landscape and parking areas/drive isles or within the electrical room, or within a separate interest unit of another Owner, shall be performed: a. At the exclusive expense of Unit Owner if such improvements solely serve Unit Owner's Unit. b. By a licensed, bonded, and insured contractor, approved in writing by the Association, who shall list the Association, and any other Owner in whose Unit work is performed, as an additional insured on its general liability policy having not less than $1,000,000 of coverage. c. Subject to further approval by the Association with respect to the design, location, construction standards, and other aspects of work of interest or concern to the Association to the extent that they are located within Association Common Area or any other portion of the Association other than in Unit Owner's Unit. 21. Regardless of whether (a) sufficient capacity currently exists within the Electrical System to supply the needs of the Unit Owner, or (b) the Unit Owner must upgrade the Conditional Approval of Cannabis Business Located with the Alesco Blue Lake Industrial Condo Owners Association City of Lake Elsinore April 11, 2018 Page 4 of 5 Electrical System pursuant to no. 19, above, the Electrical System must have a residual headroom load capacity equal to at least 50% of its current headroom load capacity after adding the additional load required by the Unit to the Electrical System. 22. If Applications are received by more than one Unit Owner necessitating the upgrade of all or a portion of the Electrical System, the cost to upgrade the Electrical System as required, above, shall be prorated between each Unit Owner requesting such additional power capacity according to the amount of increase in amperage to the Unit as requested by the Unit Owner on a building by building basis. If more than one building shares a Southern California Edison transformer, any costs to upgrade the transformer, the transformer pad/vault, and any related improvements thereto will be shared on a prorated basis accordingly. Trash 23. Unit Owner shall not dispose of any cannabis materials is Association dumpsters. All cannabis materials, soil, oils, and materials other than general non -hazardous trash must be disposed of at Unit Owner's expense with dumpsters stored within the Unit. Odor 24. Unit Owner shall be responsible to incorporate the use of electronic air filtration systems and undertake other measures (i.e. caulking all openings in walls between the Unit Owner's Unit and adjacent units, installing vapor barriers at openings for plugs, switches, and outlets in common walls) as necessary to prevent odor from traveling into adjacent units. The undertaking of such items does not relieve the Unit Owner from the obligation not to create nuisance odors for occupants and it is incumbent upon Unit Owner to take all steps necessary to ensure that the odor from the cannabis operation cannot be smelled from with other units or the Common Area. Signage 25. Unit Owner shall not install any signage visible from the exterior of the Unit indicating the nature of the cannabis production operation within. The Unit Owner may, however, install a sign in conformance with the Association's governing documents, subject to the Association's approval, identifying a retail dispensary operation that may be a component of the operation. Nothing herein shall be deemed to be an approval by Association of any signage proposed by Unit Owner. Insurance 26. In addition to any other insurance that may be required by the Association's governing documents, Unit Owner shall require the operator of the cannabis production business located within the Unit, whether it be the Unit Owner or a tenant, to obtain a general liability insurance policy, with products liability coverage, with limits no less than Conditional Approval of Cannabis Business Located with the Alesco Blue Lake Industrial Condo Owners Association City of Lake Elsinore April 11, 2018 Page 5 of 5 $5,000,000 naming the Association as an additional insured, which shall be primary coverage. 27. Unit Owner shall be responsible for any increase in the Association's insurance due to the operation of the cannabis production/distribution with Owner's Unit. If more than one such operation exists within the Association, the Association will prorate the amount of increased insurance costs amongst all such Unit Owners according to the square footage of each such Unit. Sincerely, Kelli Jones, Manager at the Direction of the Blue Lake Industrial Condo Owners Association Board of Directors Equity Management Unit Owner: (name of Unit Owner) I have read, understand, and agree to the terms and conditions as set forth, above: Signature By: Name (and title, if applicable) Date h P 'n California Secretary of State ' Electronic Filing LLC Registration — Articles of Organization Entity Name Entity (File) Number: File Date: Entity Type Jurisdiction Detailed Filing Information 1. Entity Name: 2. BusinessAddresses: a. Initial Street Address of Designated Office in California: b. Initial Mailing Address: 3. Agent for Service of Process: 4. Management Structure: 5. Purpose Statement: Electronic Signature: Vert Lake Elsinore LLC 201928310466 10/07/2019 Domestic LLC California Vert Lake Elsinore LLC Secretary of State State of California 29 Centaurus Way Coto de Caza, California 92679 United States 29 Centaurus Way Coto de Caza, California 92679 United States Robert S Hawekotte 29 Centaurus Way Coto de Caza California 92679 United States All LLC Member(s) The purpose of the limited liability company is to engage in any lawful act or activity forwhich a limited liability company maybe organized underthe California Revised Uniform Limited Liability CompanyAct. The organizer affirms the information contained herein is true and correct. Organizer: Robert Hawekotte Use bizfile.sos. ca. gov for online filings, searches, business records, andresources- SOUIHLRN CALIFORNIA EDISON An UPSO;N hA�TERNATION,AL Compilly DATE: 1/27/20 COMPANY: TBD SUBJECT: 31875 Ste 120/ 31877 Ste 160, Corydon st, Lake Elsinore -Both EX SVC"S Southern California Edison (SCE) appreciates being notified of this project located at the above subject address (Project). We have reviewed the Project's location and determined it to be within SCE's service territory.' As such, SCE will serve the Project per the requirements stated in SCE's California Public Utilities Commission (CPUC) approved tariffs2, and where applicable, per the Federal Energy Regulatory Commission tariffs. I have been assigned to ascertain the electric service requirements of this Project and the scope of SCE's work necessary to provide such service. Once the scope of electrical utility work is agreed upon by () and SCE, SCE will design and then schedule construction for the electrical infrastructure work after all contractual requirements, including payments, permits, easements, etc. are received by SCE. Should you choose not to select SCE as your provider of electrical service, please notify SCE so that our records can be updated. If you have any additional questions, please feel free to call me at ( 951 ) 249 - 8358. Sincerely, Jack Ray SCE Design Service Representative 1 SCE's Preliminary Statement tariff, Section A 2 Rules 2, 13, 15, 16, 20, etc. http://www.sce.com/AboutSCE/Regulatory/tariffbooks/ruies.htm Rev. 7/29/11 DS -125 c FirstAmerican myFirstAm' Recorded Document 31881 Corydon St #160, Wildomar, CA 92595 The requested Recorded Document images are displayed in the subsequent pages for the following property: 31881 Corydon St #160 Wildomar, CA 92595 Document Number: 000000485545 Document Date: 11/22/2019 Limitation of Liability for Informational Report IMPORTANT — READ CAREFULLY: THIS REPORT IS NOT AN INSURED PRODUCT OR SERVICE OR A REPRESENTATION OF THE CONDITION OF TITLE TO REAL PROPERTY. IT IS NOT AN ABSTRACT, LEGAL OPINION, OPINION OF TITLE, TITLE INSURANCE COMMITMENT OR PRELIMINARY REPORT, OR ANY FORM OF TITLE INSURANCE OR GUARANTY. THIS REPORT IS ISSUED EXCLUSIVELY FOR THE BENEFIT OF THE APPLICANT THEREFOR, AND MAY NOT BE USED OR RELIED UPON BY ANY OTHER PERSON. THIS REPORT MAY NOT BE REPRODUCED IN ANY MANNER WITHOUT FIRST AMERICAN'S PRIOR WRITTEN CONSENT. FIRST AMERICAN DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION HEREIN IS COMPLETE OR FREE FROM ERROR, AND THE INFORMATION HEREIN IS PROVIDED WITHOUT ANY WARRANTIES OF ANY KIND, AS -IS, AND WITH ALL FAULTS. AS A MATERIAL PART OF THE CONSIDERATION GIVEN IN EXCHANGE FOR THE ISSUANCE OF THIS REPORT, RECIPIENT AGREES THAT FIRST AMERICAN'S SOLE LIABILITY FOR ANY LOSS OR DAMAGE CAUSED BY AN ERROR OR OMISSION DUE TO INACCURATE INFORMATION OR NEGLIGENCE IN PREPARING THIS REPORT SHALL BE LIMITED TO THE FEE CHARGED FOR THE REPORT RECIPIENT ACCEPTS THIS REPORT WITH THIS LIMITATION AND AGREES THAT FIRST AMERICAN WOULD NOT HAVE ISSUED THIS REPORT BUT FOR THE LIMITATION OF LIABILITY DESCRIBED ABOVE FIRST AMERICAN MAKES NO REPRESENTATION OR WARRANTY AS TO THE LEGALITY OR PROPRIETY OF RECIPIENT'S USE OF THE INFORMATION HEREIN Recorded Document 31881 Corydon St #160, Wildomar, CA 92595 03/0512020 02005-2020 First American Financial Corporation and/or its affiliates All rights reserved PLEASE COMPLETE THIS INFORMATION RECORDING REQUESTED BY: FIRST AMERICAN TITLE AND WHEN RECORDED MAIL TO: AND MAIL TAX STATEMENTS TO: Tlmolhy J Scalzo, Trustee and Donna Mede 0slermlller, Trustee PO Box 1660 San Juan Capistrano CA 92693 TRA: 005.026 DTT: $506.00 DOC # 2019-0485545 11/22/2019 05:00 PM Fees: $26.00 Page 1 of 5 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder '"This document was electronically submitted to the County of Riverside for recording`" Receipted by: MARIA VICTORIA #411 Space above this line for recorder's use only GRANT DEED Title of Document Exemption reason declared pursuant to Government Code 27388.1 L✓ This document is a transfer that is subject to the imposition of documentary transfer tax. ❑ This is a document recorded in connection with a transfer that is subject to the imposition of documentary transfer tax. Document reference: RECORDED CONCURRENT ❑ This document is a transfer of real property that is a residential dwelling to an owner - occupier. This is a document recorded in connection with a transfer of real property that is a Dresidential dwelling to an owner -occupier. Document reference:..__ THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3.00 Additional Recording Fee Applies) ACR 238 (Rev. 0112018) Available in Alternate Formats RECORDING REQUESTED BY: First American Title Company MAIL TAX STATEMENT AND WHEN RECORDED MAIL DOCUMENT TO: Timothy J, Scalzo, Trustee and QQnna Marie Ostermiller, Trustee P 0 Box 1660 San Juan Capistrano, CA 92693 DOC #2019-0485545 Page 2 of 5 Space Above This Line for Recorder's Use Only GRANT DEED A.P.N.: 370-051-Q31-0 T.R.A. NQ.Q05•Q26 File No.: RTE -6063076 (df) The Undersigned GrantOr(s) Peclarq(s); DOCUMENTARY TRANSFER TAX $506,00; CITY TRANSFER TAX $0; C x computed on the cgnslderation or full value of property cpnveyed, OR computed on the cgnsidera Ion or full value less value of liens and/or encyimbrances remaining at time of sale, unincorporated area; > City of Lake Elsinore, pnq F a• FOR A VALUABLE CONSIQERATION, receipt of which is hereby cj�knowledged, Clint Barry and Georgeanna L. Barry, Trustees of The Darry Family Revocable Trust dated June 9, 2016 hereby GRANTS to Donna Marie Ostermiller, Trustee of The Donna Marie Ostermiller Separate Property Trust, UDT 10/22/18, as to an undivided 500/a interest and Timothy J. Scalzp, Trustee of The Frederick Thomas Scalzo Separate Property Trust, UDT 2/27/18, as to an undivided 50% interest the following described property in the City of Lake Elsinore, County of Riverside, State of California: PARCEL I: A CONDOMINIUM COMPRISING INTEREST IN UNIT * H-6 AS SHOWN ON THE CONDOMINIUM PLAN RECORDED ON JANE 2,200S, AS INSTRUMENT NUMBER 2005- 0441925 IN THE RIVERSIDE COUNTY OFFICIAL RECORDS ("PLAN") AND AS FURTHER DESCRIBED IN THE DECLARATION OF RESTRICTIONS FOR INDUSTRIAL CONDOMINIUM OWNERSHIP RECORDED ON AUGUST 5, 2003 INSTRUMENT NUMBER 2003-592581 IN THE RIVERSIDE COUNTY OFFICIAL RECORDS AND AS AMENDED IN THE FIRST AMENDMENT OF DECLARATION OF RESTRICTIONS FOR BLUE LAKE CONDOMINIUM OWNERSHIP RECORDED ON MAY 27, 2005 AS INSTRUMENT NUMBER 2005-0423404 IN THE RIVERSIDE COUNTY OFFICIAL RECORDS (COLLECTIVELY, THE "DECLARATION"), WHICH CONDOMINIUM IS LOCATED ON THE REAL PROPERTY DESCRIBED AS PARCEL 2 AS SHOWN BY RECORD OF SURVEY ON FILE IN BOOK 73 PAGE 44 OF RECORDS OF SURVEY, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. FURTHER EXCEPTING THEREFROM ALL NUMBERED CONDOMINIUM UNITS ON THE PLAN AND DESCRIBED IN THE DECLARATION OTHER THAN THE UNIT CONVEYED ABOVE AND THE ASSOCIATION COMMON AREA OR COMMON AREA AS DEFINED IN THE DECLARATION OR SHOWN ON THE PLAN. PARCEL II: Mail Tax Statements TO: SAME AS ABOVE Grant Deed - continued DOC #2019-0485545 Page 3 of 5 Date; 11/22/2019 AN EQUAL. UNDIVIDED INTEREST IN THE UNDIVIDED INTEREST COMMON AREA AS SHOWN ON THE PLAN AND THE COMMON RIGHT TO USE THE ASSOCIATION COMMON AREA OR COMMON AREA AS A MEMBER OF THE BLUE LAKE INDUSTRIAL CONDOMINIUM OWNERS ASSOCIATION, AS SUCH TERMS AND RIGHTS ARE DEFINED IN THE DECLARATION. Page 2 Grant Deed - continued Dated; November 05, 2019 Clint Barry and Georgeanna L. Barry, Trustees of the Barry Family Revocable Trust dated lune 9, 201 Ciin Barry, Trustee G orgeann Barry , -Trustee DOC #2019-0485545 Page 4 of 5 Date: 11/05/2019 A notary pubfic or other officar compWbing this cite verifies only the ide ntity.of the individual who signed the document to which this certificate is attached, and not the huMlnes% accuracy, or validity ofthat document. STATE OF� t s )SS COUNTY OF ► ) On :�_Ql -&A S L � before me,' alAic i �� L , Notary 101 4 who proved tome on the basis of satisfactory evidence to beth erson(s) whose names) Is/ e subscribed to the within instrument and acini dged to me that he/sh ttie xecuted the same in his/ their authorized capacity(les), and that by his/he heir gnature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PER]URY under the laws of the State of California that the foregoing paragraph Is true and correct. WITNESS my hand and official seal. 1791s area foroff1dal notarfa/seal CA-, 7 -JR Notary Signature Page 3 DOC #2019-0485545 Page 5 of 5 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies oniy the Identity of the Individual who s#gned the document to which this certiccate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF California COUNTY OF A %,j 6%4-019 before; me, )Ss , Notary Public, personally appeared who proved to me on a basis of satisfactory evidence to be the person(s) whose e(s) isJ bscrlbed to the wbin Instrumen d acknowledged to. me that he/she/ ecuted the same, In his/her/ horixed capacity(les), and that by his/her/ eir gnature(s) an the instrument the pe n(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph Is true and correct. WITNESS my hand a d o clal Seel. PATRICIAPIPHER HolefyN*-C8}idW8 Signature RwmgdeNu* COMMMM N 218817$ MyCamm.F#uApr7,202f This area for official notarial seal. OPTIONAL SECTION - NOT PART OF WfARY ACKNOWLEDGEMENT CAPACITY CUkIKM BY SIGNER Though statute does not require the Notary to fill In the documents. El INDIVIDUAL CORPORATE OFFICERS) TITLES) PARTNERS) ❑ LIM ❑ ATTORNEY-IN-FACT [� TRUSTEE(S) C] GUARDIAN/ ERVATOR ❑ OTHER doing so may prove Invaluable to persons relying on the ❑ GENERAL Name of Person or Entity Name of Person or Entity OPTIONAL SECTION - W PART OF NOTARY ACKNOWLEDGEMENT Though the data requested here Iulred by law, It could prevent fraudulent reattachment of this forth. THIS CERTIFICAT ST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW TITLE OR TYPE OF NUMBER OF THAN NAMED ABOVE DATE OF DOCUMENT keprpdumd by runt Am Mean TWO Q4Wny 11/2007 Assessor - County Clerk - Recorder Riverside County, CA Property Detail Assessment No. 370051031 APN 370051031 31881 CORYDON ST UNIT 160 WILDOMAR CA 92595 Property Type Industrial Condominium Neighborhood Industrial - Lake Elsinore / Canyon Lake / Wildomar Acreage 0.00 Legal Description UNIT H6 CM 148/177 Unit H6 LiDtType Unit RecMapType Condominium Map Ma PlatB 148 Ma PlatP 177 Value History (Part 1) Year Reason Date Market Value Factored Base Year Value Land Improvement Living Improvement Total Land improvement Living Improvement Total 2016 Other 01/01/2016 $55,981 $218,752 $274,733 2017 Other 01/01/2017 $57,100 $223,127 $280,227 2018 Other 01/01/2018 $58,242 $227,589 $285.,831 2019 01/01/2019 $59,405 $232,141 $291,546 Value History (Part 2) Year Restricted Value Assessed Value Penalty Exemption Net Taxable Value Land Improvement Living Improvement Total Land Improvement Living Improvement Total 2016 $55,981 $218,752 $274,733 $274,733 2017 $57,100 $223,127 $280,227 $280,227 2018 $58,242 $227,589 $285,831 $285,631 2019 $59,405 $232,141 $291,546 $291,546 Doc # 2016-0240263 Transfer History Sales Price Date vacant Land $0 6/13/2016 False 2005-0591353 $214,000 7/22/2005 False 2004-0225270 $860,000 3/31/2004 False Features Land Details Primary Use Land Type Acres Eff. Frontage Eff. Depth Commercial Landline 01 / 370051031 / Commercial 0.00 0.00 0.00 MK motorsports - unit isu - bunging uetailis Address 31881 CORYDON ST UNIT 160 Type Industrial Condominium Image: Sketch Image Year Built 2006 Structural Elements Use _ Marshall & Swift Exterior Walls Detail Block with Stucco Plumbing Average Roof Type Flat Roof Cover Rock/Composite Foundation Concrete Lighting Average Sprinkler System Sprinklers Marshall and Swift Shape Type Slightly Irre ular Floor Areas Description Level Gross Area Finished Area Construction Type Offices, Medical & Public Buildings (MS1T)-j Ground 0.00 0.00 Concrete/ Masonry Bearing Walls (C) Riverside County is not liable for erroneous or incomplete data. California Revenue and Taxation Code Sec. 408.3 (d) Date Printed: 3/6/2020 µ S ' FirstAmerican W FirstAm" Recorded Document 31875 Corydon St #120, Lake Elsinore, CA 92530 The requested Recorded Document images are displayed in the subsequent pages for the following property: 31875 Corydon St #120 Lake Elsinore, CA 92530 Document Number: 000000080465 Document Date: 03/08/2019 Limitation of Liability for Informational Report IMPORTANT — READ CAREFULLY: THIS REPORT IS NOT AN INSURED PRODUCT OR SERVICE OR A REPRESENTATION OF THE CONDITION OF TITLE TO REAL PROPERTY. IT IS NOT AN ABSTRACT, LEGAL OPINION, OPINION OF TITLE, TITLE INSURANCE COMMITMENT OR PRELIMINARY REPORT, OR ANY FORM OF TITLE INSURANCE OR GUARANTY. THIS REPORT IS ISSUED EXCLUSIVELY FOR THE BENEFIT OF THE APPLICANT THEREFOR, AND MAY NOT BE USED OR RELIED UPON BY ANY OTHER PERSON. THIS REPORT MAY NOT BE REPRODUCED IN ANY MANNER WITHOUT FIRST AMERICAN'S PRIOR WRITTEN CONSENT. FIRST AMERICAN DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION HEREIN IS COMPLETE OR FREE FROM ERROR, AND THE INFORMATION HEREIN IS PROVIDED WITHOUT ANY WARRANTIES OF ANY KIND, AS -IS, AND WITH ALL FAULTS. AS A MATERIAL PART OF THE CONSIDERATION GIVEN IN EXCHANGE FOR THE ISSUANCE OF THIS REPORT, RECIPIENT AGREES THAT FIRST AMERICAN'S SOLE LIABILITY FOR ANY LOSS OR DAMAGE CAUSED BY AN ERROR OR OMISSION DUE TO INACCURATE INFORMATION OR NEGLIGENCE IN PREPARING THIS REPORT SHALL BE LIMITED TO THE FEE CHARGED FOR THE REPORT. RECIPIENT ACCEPTS THIS REPORT WITH THIS LIMITATION AND AGREES THAT FIRST AMERICAN WOULD NOT HAVE ISSUED THIS REPORT BUT FOR THE LIMITATION OF LIABILITY DESCRIBED ABOVE. FIRST AMERICAN MAKES NO REPRESENTATION OR WARRANTY AS TO THE LEGALITY OR PROPRIETY OF RECIPIENT'S USE OF THE INFORMATION HEREIN. Recorded Document 31875 Corydon St #120, Lake Elsinore, CA 92530 03/05/2020 02005-2020 First American Financial Corporation and/or its affiliates. All rights reserved RECORDING REQUESTED BY: And when recorded mail to: Neil W. Knuppel, Esq. Neil W. Knuppel, APLC 1300 Quail Street, Suite 101 Newport Beach, CA 92660 (949) 863-3039 MAIL TAX STATEMENTS TO: Donna Ostermiller PO Box 1660 San Juan Capistrano, CA 92693 09 9*14 Its - 44 RN(Twil -A 03/08/2019 04:03 PM Fee: $ 105.00 Page 1 of 3 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder 1111VE11119,101tO 111'rPrAll (Space above this line for Recorder's Use Only) 31875 Corydon #120 TRUST QUITCLAIM DEED THE UNDERSIGNED GRANTOR(S) DECLARE: TAX PARCEL NO. 370-051-008-0 0 THERE IS NO DOCUMENTARY TRANSFER TAX BECAUSE: This conveyance confirms title in correct grantee name, and merely corrects title due to mistake in titling at time of original deed recordation. Revenue & Taxation Code 11911. FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Donna M. Ostermiller, as the duly appointed successor trustee(s) of the Martin E. and Marion E. Scalzo 1987 Trust, UDT 1/27/1987 ("Trust") does hereby GRANT to Donna Marie Ostermiller, as trustee of the Donna Marie Ostermiller Separate Property Trust, UDT 10/22/18 and Timothy J. Scalzo, as successor trustee of the Frederick Thomas Scalzo Separate Property Trust, UDT 2/27/18, a fifty (50%) each, all right, title and interest in and to the below described real property as tenants in common. The real property is located at 75 Corydon Street, #120, City of Lake Elsinore, County of Riverside, State of California, and is more particularly described on attached Exhibit "A", which is made a part hereof. Dated: NAarch 2019 By: Onna M. O e Iller, Successor trustee DOC #2019-0080465 Page 2 of 3 Exhibit "A" Property Address: 31875 Corydon Street, #120, Lake Elsinore, CA 92530 APN: 370-051-008-0 Legal Description: PARCEL I: A CONDOMINIUM COMPRISING INTEREST IN UNIT #E-2 AS SHOWN ON THE CONDOMINIUM PLAN RECORDED JUNE 2, 2005, AS INSTRUMENT NO. 05-441925 IN THE RIVERSIDE COUNTY OFFICIAL RECORDS ("PLAN") AND AS FURTHER DESCRIBED IN THE DECLARATION OF RESTRICTIONS FOR INDUSTRIAL CONDOMINIUM OWNERSHIP RECORDED ON AUGUST 5, 2003 INSTRUMENT NO. 03- 592581 IN THE RIVERSIDE COUNTY OFFICIAL RECORDS AND AS AMENDED IN THE FIRST AMENDMENT OF DECLARATION OF RESTRICTIONS FOR BLUE LAKE CONDOMINIUM OWNERSHIP RECORDED ON MAY 27, 2005 AS INSTRUMENT NO. 05-423404 IN THE RIVERSIDE COUNTY OFFICIAL RECORDS (COLLECTIVELY, THE "DECLARATION"), WHICH CONDOMINIUM IS LOCATED ON THE REAL PROPERTY DESCRIBED AS PARCEL 2 AS SHOWN BY RECORD OF SURVEY ON FILE IN BOOK 73 PAGE 44 OF RECORDS OF SURVEY, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. EXCEPTING THEREFROM AND RESERVING EASEMENTS AS DEFINED IN THE DECLARATION. FURTHER EXCEPTING THEREFROM ALL NUMBERED CONDOMINIUM UNITS ON THE PLAN AND DESCRIBED IN THE DECLARATION OTHER THAN THE UNIT CONVEYED ABOVE AND THE ASSOCIATION COMMON AREA OR COMMON AREA AS DEFINED IN THE DECLARATION OR SHOWN ON THE PLAN. PARCEL II: AN EQUAL UNDIVIDED INTEREST IN THE UNDIVIDED INTEREST COMMON AREA AS SHOWN ON THE PLAN AND THE COMMON RIGHT TO USE THE ASSOCIATION COMMON AREA OR COMMON AREA AS A MEMBER OF THE BLUE LAKE INDUSTRIAL CONDOMINIUM OWNERS ASSOCIATION, AS SUCH TERMS AND RIGHTS ARE DEFINED IN THE DECLARATION. End of Exhibit "A" TRUST QUITCLAIM DEED I PAGE 2 OF 2 DOC #2019-0080465 Page 3 of 3 ACKNOWLEDGMENT A notary public or other office completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) ss County of Orange ) On March 7, 2019 before me, Michael Simon, a notary public in and for the State of California, personally appeared DONNA M. OSTERMILLER, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) and that by his/her/their signature(s) on the instrument the person(s), or the entity on behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the state of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) MICHAEL SIMON Notary Public- California �. •= Orange County Commission # 2249160 My Comm. Expires Aug 4, 2022 Assessor - County Clerk - Recorder Riverside County, CA Property Detail Assessment No. 370051008 APN 370051008 31875 CORYDON ST UNIT 120 LAKE ELSINORE CA 92530 Property Type Light Industrial Neighborhood Industrial - Lake Elsinore / Canyon Lake / Wildomar Acreage 0.00 Legal Description UNIT E2 CM 148/177 Unit E2 LotType Unit RecMapT pe Condominium Map Ma PIatB 148 MapPiatP 177 Value History (Part 1) Year Reason Date Market Value I Factored Base Year Value Land Improvement Living Improvement Total 1 Land Improvement Living Improvement Total 2016 Other 01/01/2016 $120,120 $263,024 $383,144 2017 Other 01/01/2017 $122,522 $268,284 $390,8.06 2018 Other 01/01/2018 $124,972 $273,649 $398,621 2019 01/01/2019 $165,734 $420,861 $5$5,795 Value History (Part 2) Year Restricted Value Assessed Value Penalty Exemption Net Taxable Value Land Improvement Living Improvement Total Land Improvement (Living Improvement Total 2016 2017 2018 2019 $120,120 $263,024 $383,144 $122,522 $268,284 $390,806 $124,972 $273,649 $398,621 $165,734 $420,061 $585,795 1 Transfer History Doc # _ Sales Price Date 2019-0080465 $0 3/8/2019 2019-DOD0666 $0 3/3/2018 2013-0526567 $370,000 11/6/2013 2010_0338452 $350,000 7/20/2010 $383,144 $390,806 $398,621 $585,795 Vacant Land False False False False 2009-0432349 $0 8/19/2009 False 2005-0635551 $730,070 8/5/2005 False 2004-0225270 $860,000 3/31/2004 False Features Land Details Primary Use Land Type Acres Eff. Frontage Eff. Depth Commercial I Landline 01 / 370051008 / Commercial 0.00 0.00 0.00 euiiarng Z - isunaing vetaris Address 31875 CORYDON ST UNIT 120 Type Light Industrial Image: Sketch Image Year Built 2006 Structural Elements Use _ Detail Foundation Concrete Lighting Average Marshall & Swift Exterior Walls Concrete Block Plumbing Average Roof Type Flat Roof Cover Rock/Composite Foundation Concrete Lighting Average Sprinkler System Sprinklers HVAC Forced Air Unit Marshall and Swift Shape Type Slightly Irregular Floor Areas Description Level Gross Area Finished Area Construction Type Garages, Industrials & Warehouses (MS14) Ground 0.00 0.00 Concrete / Masonry Bearing Walls (C) Offices, Medical & Public Buildings (MS15) I Ground j 0.00 0.00 Concrete / Masonry Bearing Walls (C) Riverside County Is not liable for erroneous or incomplete data. California Revenue and Taxation Code Sec. 408.3 (d) pate Printed: 3/6/2020 AIRCR"00 STANDARD INDUSTRIAL/COMMERCIAL SINGLE -TENANT LEASE - NET (DO NOT USE THIS FORM FOR MULTI -TENANT BUILDINGS) 1. Basic Provisions ("Basic Provisions"). 1.1 Parties. This Lease ("Lease"), dated for reference purposes only November 1, 2019 (17.ffective Date"), is made by and between Donna A-1.osLa•miller,amarried wonuui,ashersole andseparateproperty, anti'11mothy.f.Scalzo,assucccstiortrustce(if the - Frederick Thomas Scalzo Separate Property Trust dated February 27, 2018 (collectively, "Lessor") and Vert Lake Elsinore, LLC, a California limited liability company ("Lessee"), (collectively the"Parties," or individually a"Party"). 1.2 Premises: That certain real property, including all improvements therein or to be provided by Lessor under the teYms of this Lease, commonly known as (street address, city, state, zip):. 31875 Corydon St., Unit 120, -Lake Elsinore, California 92520 ("Current Premises"), See Addeud11111 The Premises are located in the County of R i v rs i ri e , and are generally described as (describe briefly the nature of the property and , if applicable, the "Project," if the property is located within a Project): an annrox ima t e ly 5_642 square foot industrial condominium located within. the Project commonly known as Blue hake Industrial Owners Association . (See also Paragraph 2) 1.3 Term: five (5) years aad- month("Original Term") commencing November 1, 2019 ("Commencement Date") and ending October 31- 2024 ("Expiration Date"). (See also Paragraph 3) See Addendulll. 1.4 In Lentionaliy Deleted Urly-Itosi;e L1ow 11 U- •-, •;-.:.•.-„-. I�le�a„ as��_�.+..., of 1.5 Base Rent: $12,000.00 per month ("Base Rent"), payable on the f i r S t (1st) day of each month commencing _ C vv a n r n• r . (See also Paragraph 4) 11/ Ifthis box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See Paragraph 52 of the Addendum 1.6 Base Rent and other Monies Paid Upon Execution: (a) Base Rent: $12,000 for thepwied- first full calendar month following the Commencement- Date ommencementData (b) Security Deposit: $30,000.00 ("Security Deposit"). (See also Paragraph 5) II (c) Association Fees: $806.00 for the poroL first full calendar month following the Commencement Date . (d) other: $6, 514 . 00 for legal fees (e) Total Due Upon Execution of this Lease: $49,320.00 1.7 Agreed Use: Operation of a Marijuana/Cannabi5_M1CroBU5iness licensed by the City of Take Elsinore and the ,ta.e Qf California, subject to Paragraphs 57 and 58 Qk She Addendum . (See also Paragraph 6) 1.8 Insuring Party. Lessor is the "Insuring Party" unless otherwise stated herein. (See also Paragraph 8) 1.9 Real Estate Brokers. (See also Paragraph 15 and 25) The F„llm,.,rtn + .�� 1 ..�+ +� �..-.�b•�.r 'o (1ha ma--�.rokq�+--r.,bo.r") i"bFGi:wa w-k4xuaan k..,r .. ..)_..,. 14a(. s .. i,Fa L -. ..I..-.1.1.. 1.....66 1 F; �I , h-IhIR 11ia C e 00 irt,A Ne pry"1 i eakar4.ti4Lluuky+4yµ ..,r -�66 9 of .4.0 •.1 FIA; . Ront1 I.,. 11.o h—ka; iin.f . ri prod by! he TI,x4nrc_ 1.10 lnte ratio nalh Deleted ..1 rk".,&i ag ..a-, r„ rh. a...;J nhL.. ,Jaa.l paras aph 1.11 Attachments. Attached hereto are the following, all of which constitute a part of this Lease: V✓ an Addendum consisting of Paragraphs 53 through 75 and Exhibi A ; F7 a plot plan depicting the Premises; a current set of the Rules and Regulations; a Work Letter; 'other (.specify):- ORtLwl t EXtend (Ragaa'raRh 511, R 7h f- of FLrtiC Rr- fi;c-j rn Purchase(Para graj2h 5 2 ) 2. Premises. 2.1 Letting. essor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, forthe term, at the rental, and upon all of the terms, covenants a ddons set forth in this Lease. While the approximate square footage ofthe Premises may have been used in the marketing of the Premises for Page 1 of 16 9AIR Last Edited:10/30/2019 3:16 PMINITIALS ©All Rights Reserved. STN -27.10, Revised 11-01-2017 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 Lease. 2.2 Condition, lessor shall deliver the Pre mise5to Lessee 171>70na.L144411�11d 1; 4.- of dubs1+. i i i ii., "ns i." 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, lighting, heating, ventilating and air conditioning systems ("HVAC"), loading doors, sump pumps, if any, and all other such elements In the Premises, other than those constructed by Lessee, shall be in good operating condition on said date, that the structural 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 Premises do not contain hazardous levels of any mold or fungi defined as toxic under applicable state or federal law. If a non-compliance with said warranty exists as ofthe 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 I sped ficity the nature and extent of such non -cornpilance, malfunction a fail Iure, recttfysame at Lessor's expense, The warranty pariodsshaIt be 9 i ,^ I �,�i 3o days as to the saaaawiug systems and other elements of the Building. If Lessee does not give Lessor the required notice within the appropriate warranty period, correctlan of any such non-compliance, malfunction or failureshaII be the obligation of Lessee at Lessee's sole cost and expense. 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. 2.3 Cum pliance. Lessor warrantsthat to llS ai-Iitllj tix um—.0Itsknowledge with tits slut%- of iln'[;ytigaIii,rlt oI- i11[juil'1'the lmprdvementson the Premises comply with the bui;ding codes, applicable laws, covenants or restrictions of record, regulations, and ordinances ("Applicable Requirements") 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 49), 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 ofthe Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same at Lessor's expense. If Lessee does not give Lessor written notice of a non-compliance with this warranty within: ; •- months following the Start Data, correction of that non-compliance shall be the obligation of Lessee at Lessee's sale cost and expense. If the Applicable Requirements are hereafter changed so as to require during the term ofthis lease the construction 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, if 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 if such 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 difference between the actual cost thereof and an amount equal to 6 months' Base Rent. If Lessee elects termination, Lessee shall immediately cease the use ofthe 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 than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure. (b) If such Capital Expenditure is not the result of the specific and unique use ofthe Premises by Lessee (such as, governmentally mandated seismic modifications), then 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 date that on which the Base Rent is due, an amount equal to 1/144th 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, If, 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 written notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessor's 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 Lessor's share of such costs have been fully paid. If Lessee is unable to finance Lessor's share, or If the balance ofthe Rent due and payable for the remainder ofthis 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 triggered by Lessee as a result of an actual or proposed change 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. 2.4 Acknowledgements. Lessee acknowledges that: (a) It has been given an opportunity to inspect and measure the Premises, (b) it has been advised by Lessor ,;*grosvko r; to satisfy itself with respect to the size and condition ofthe 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 Act), 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 asthe same relate to its occupancy of the Premises, (d) it is not relying an any representation as to the size of the Premises made by r1Fokeasaa-Lessor or Lessor's ugcnls, (e) the square footage of the Premises was not material to Lessee's decision to lease the Premises and pay the Rent stated herein, and (f) neither Lessor nor, Lessor's agents, Aw awlw_have made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. Jaadditiwa, Leese, 4r;4&n.�o;�eg. y � oar4L[ .Lcs.ac7s w3WbLLLµVi-Q4JW 1 b Pr6w k. 1 +ru4H +t lla laly est all nraF F>.ect it4, 2.S Lessee as Prior Owner/Occupant. The warrantiesmade by Lessor in Paragraph 2 shall be of no force or effect If immediately prlor 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 ofthis Lease are as specified in Paragraph 1.3. 3.2 fnientionully Deleted w= "rO 10 and - ,°r•^"Luld upwtthu h be Amwd 7.,. thepowad -1 . A 11... 6..... -...owl �k�;rj 1. pa -.1 n.i.. f..cl,. r4gly 'IQ ...... 3 In P ssession. Lessor agrees to use its bast commercially reasonable efforts to deliver possession of the Premises to Lessee by the Comm nt Page 2 of 16 44i;__ Y Last Edited: 10/30/2019 3:16 PM INITIALS © 2017AI4 CRE. All Rights Reserved, STN -27.10, Revised 11-01-2017 Date. if, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or change the Expiration Date. Lessee shall not, however, be obligated to pay Rent or perform Its other obligations until Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date 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 acts 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 end 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 not 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. 3.4 Lessee Compliance. Lessor shall not be required to tender possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8.5). 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 Lessor's election to withhold possession pending receipt of such evidence of insurance. Further, if 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 until such conditions are satisfied. 4. Rent. 4.1 Rent Defined. All monetary obligations of Lessee to Lessor under the terms ofthis Lease (except for the Security Deposit) are deemed to be rent ("Rent"). 1 4.2 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States by autoinated clearing house. (ACH) Or other p8ylnent Cneth0d approved in advance by LeSSOI', 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 period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent 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 Rent, regardless of Lessor's endorsement of any check so stating. 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 Rent be paid by cashier's check or Other method as inay be reasonably required by lessor. Payments will be applied first to accrued late charges and attorney's fees, second to accrued interest, then to Base Rent, Insurance and Real Property Taxes, and any remaining amount to any other outstanding charges or costs. 4.3 Association Fees. 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. S. 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 said 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. Ifthe 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 Lessor's reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and following such change the financial condition of Lessee is, in Lessor's reasonable judgment, significantly 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. Within 90 days after the expiration or termination of this Lease, Lessor shall return that portion ofthe Security Deposit not used or applied by Lessor. Lessor shall upon written request provide Lessee with an accounting showing how that portion of the Security Deposit that was not returned was applied. No part ofthe 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. THE SECURITY DEPOSIT SHALL NOT BE USED BY LESSEE IN LIEU OF PAYMENT OF THE LAST MONTH'S RENT. 6. Use. 6.1 use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which Is incidental goaswiahly rggppar 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 or causes damage to neighboring premises or properties. Other than guide, signal and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles. Lessor shall not unreasonably withhold or delay its consent to any written request for 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 Lessor's objections to the change in the Agreed Use. 6.2 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, transportation, 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 orthe Premises, (ii) regulated or monitored by any governmental authority, or (III) a basis for potential liability of Lessor to any governmental agency orthird 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-products orfractions 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 timely compliance (at Lessee's expense) with all Applicable Requirements. "Reportable Use" shall mean (1) the installation or use of any above or below ground storage tank, (li) 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 (copier toner, liquidapape,tc.) and common household cleaning materials, so long as such use is In compliance with all Applicable Requirements, is not a Reportaband �!Page 3 of 16 Last Edited: 10/30/2019 3:16 PM INITIALS © 2017 AIR CRE. All Rights Reserved. STN -27.10, Revised 11-01-2017 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 Reportab)e Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/arthe environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) 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 previously 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) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substanceto be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer 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 not 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 Indemnification. 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 parry (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 not 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 cost 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. (e) 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 are caused by the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor's obligations, as and when required by the Applicable Requirements, shall Include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. (f) Investigations and Remediation. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence 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 "Alterations", 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 Lessor's agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor's 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 tin which case Lessee shall make the investigation and remediation 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 (i) Investigate and remedlate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000, whichever is greater, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor's desire to terminate this Lease as ofthe date 60 days following the date 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 remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate as ofthe date specified in Lessor's notice oftermination. 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 Premises, without regard to whether said Applicable 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, Lessee 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 (11) any mustiness or other odors that might indicate the presence of mold In the Premises. 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. In addition, Lessee shall provide Lessor with copies of its business license, certificate of occupancy and/or any similar document within 10 days ofthe receipt of a written request therefor, 6.4 Inspection; Compliance. Lessor and Lessor's "Lender" (as defined in Paragraph 30) and consultants authorized by Lessorshall have the rightto enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable notice, for the purpose of inspecting and/or testing the condition of the Premises and/or 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 case, 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 ofthe receipt of a written request therefor. Lessee acknowledges that any failure on its part to allow such inspections or testing will expose Lessor to risks and potentially cause 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 allow such inspections and/or testing in a timely fashion the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 30% ofthe then existing Base Rent or $100, whichever is greater for the remainder to the Lease. The Partes 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 allow such inspection and/or testing. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to such failure nor prevent the exercise of any of the other rights and remedies granted hereunder. 7. Malntenanc , R pairs; Utility Installations; Trade Fixtures and Alterations. 7,1 s ligations. Page 4 of 16 I AL Last Edited: 10/30/2019 3:16 PM INITIALS © 2017 AIR CRE. All Rights Reserved, STN -27.10, Revised 11-01-2017 (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 (Lessor's Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, 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 nat 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 facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fire protection system, fixtures, walls (interior and exterior), foundations, ceilings, roofs, roof drainage systems, floors, windows, doors, plate glass, skylights, landscaping, driveways, parking lots, fences, retaining walls, signs, sidewalks and parkways located in, on, or adjacent to the Premises. Lessee, In keepingthe 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 apart 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 appearance 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 ofthe following equipment and improvements, if any, if and when installed on the Premises: (i) HVAC equipment, fill boiler, and pressure vessels, (iii) fire extinguishing systems, including fire alarm and/or smoke detection, (ivj landscaping and irrigation systems, (v) roof covering and drains, and (vi) clarifiers. However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such service contracts, and lesseeshail reimburse Lessor, upon demand, for the cast thereof. (c) Failure to Perform. If 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 case no notice shall be required), perform such obligations on Lessee's behalf, and put the Premises in good order, condition and repair, and Lessee shall promptly payto Lessor a sum equal to 115% ofthe 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, if an item 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 item shall be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder ofthe term of this Lease, on the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (ie. 1/144th of the cost per month). Lessee shall pay Interest on the unamortized balance but may prepay its obligation at anytime. 7.2 Lessor's Obligations, Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 9 (Damage or Destruction) and 14 (Condemnation), it is intended by the Parties hereto that Lessor have no 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. It isthe intention ofthe Parties that the terms of this Lease govern the respective obligations of the Parties as to maintenance and repair of the Premises. 7.3 Utility Installations; Trade Fixtures; Alterations. (a) Definitions. The term "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 term "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 ofthe 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, do not trigger the requirement for additional modifications and/or improvements to the Premises resulting from Applicable Requirements, such as compliance with Title 24, 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 on 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 shall 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 specifications prior to commencement ofthe work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as -built plans and specifications. For work which costs an amount in excess of one month's 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 Premises, 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 prior 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% ofthe amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessor's attorneys' fees and costs. 7.4 Ownership; Removal; Surrender; and Restoration. (a) Ownership. Subject to Lessor's 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 ofthe Premises. Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lessee 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 termination 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 Lease. 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 termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. "Ordinary wear and tear" s Int include any damage or deterioration that would have been prevented by good maintenance practice Notwithstanding the foregoing, if the Page 5 of 16 Last Edited: 10/30/2019 3:16 PM INITIALS © 2017AIR CRE. All Rights Reserved. STN -27.10, Revised 11-01-2017 Lessee occupies the Premises for 12 months or less, then 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 Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall also remove from the Premises any and all Hazardous Substances brought onto the Premises by orfor Lessee, or any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Premises) to the levd specified in Applicable Requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not rernoved on or before the Expiration Date orany earllertermination date shad be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire, The failure by lesseeta 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 26 below. 8. Insurance; Indemnity. g.i Payment Sorinsuranee. Lessee shall pay for all insurance required or IwrntiIImI under Paragraph 8. Qxcv ,t tn'l.n ,vin .' "-'•=a raAF attFsuuiaW A V Premiums for policy periods commenting prior to or extending beyond the tease term shall be prorated to correspond to the Lease term. Payment shall be made by Lessee to Lessor with in 14 days following receipt of an invoice. 8.2 Liability Insurance. (a) Carried by lessee. 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 Premises" Endorsement. The policy shall not contain any intra-insured 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 shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee shall provide an endorsement on its liability policy(ies) 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) Carried by Lessor. Lessor may. in ii, rliu•rrtom, .hail maintain liability insurance as described in Paragraph 8.2(a), in addition to, and not in lieu of, the Insurance required to be malntained by Lessee. Lessee shall not be named as an additto naI Insured therein. 8.3 Property Insurance -Building, Improvements 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 lathe full insurable replacement cost of the Premises, asthe same shall exist from time to time, 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 Utility Installations, Trade Fixtures, and Lessee's personal property shall be insured by Lessee not by lessor. If the coverage is avalfahle and ccmmerciallyappropriate, such policy or polities shall insure against all risks of direct physical loss or damage (except the peril of flood j and/or earthquake unless required by Lender ,sr I I'ti liurtrirr:�. inri,Ihor: (n invr,;trir_.), in clud I ng 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, 114 w 40,4-4,^ '••' °h°x;vW4 Pp.- ccc_... Lessee shall he liable for such deduttible amount in the event of an Insured Loss. (b) Rental Value. The insuring Party isiu7, in illi diserctiott, aWII obtain and keep In force a policy or polic les in the name of Lessor with loss payable to Lessor and any Lender Insuring the loss of the full Rent For ane 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 acts, omissions, use or occupancy of the Premises. 8.4 Lessee's Property; Business Interruption Insurance; Worker's 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 or 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) Worker's Compensation Insurance. Lessee shall obtain and maintain Worker's 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 term a "General Policyholders Rating" of at least A-, VII, as set forth in the most current issue of "Best's Insurance Guide", or such other rating as may be required by a Lender. Lessee shall not do or 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 ofthe 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 increase his liability insurance coverage 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. 8.6 Waiverof5ubrogation. 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 relean 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 r p pe damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee, as the case may e, so Page 6 of 16 i Last Edited: 10/30/2019 3:16 PM INITIALS © 2017 AIR CRE. All Rights Reserved. STN-27.10, Revised 11-01-2017 long as the insurance is not invalidated thereby 8.7 Indemnity. Except for Lessor's gross negligence or willful misconduct, Lessee shall lndemnify, 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, attorneys' and consultants' fees, expenses and/or liabilities arising out of, involving, or in connection with, a Breach ofthe Lease by Lessee and/or the use and/or occupancy of the Premises and/or Project by Lessee and/or by Lessee's employees, contractors or invitees. 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. 8.8 Exemption of Lessor and Its Agents from Liability. Notwithstanding the negligence or breach of this Lease by Lessor or its agents, neither Lessor nor its agents shall be liable under any circumstances 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 cause, whether the said injury or damage results from conditions arlsing upon the Premises orupon other portions of the building of which the Premises are a part, or from other sources or places, (ii) 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 8. 8.9 Failure to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein will expose Lessorto risks and potentially cause 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 and/or 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 30% 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 Rent 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 can reasonably be repaired in 6 months or less, as rcas nahly determined M Le.csnr, 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, as reasonably determined by Lessor, from the date of the damage or destruction. Lessor shall notify Lessee in writing within 30 days from the date ofthe damage or destruction as to whether or not the damage is Partial or Total. (c) "Insured Loss" shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits involved. (d) "Replacement Cost" 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) "Hazardous Substance Condition" shall mean the occurrence or discovery of a condition involving the presence of, or a contamination by, a Hazardous Substance, in, on, or under the Premises which requires restoration. 9.2 Partial Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor's 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 Party shall promptly contribute the shortage in proceeds (except as to the deductible which is Lessee's responsibility) as and when required to complete said 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 commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects ofthe 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 30 day period, the party 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 not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to: (i) make such restoration and repair as is commercially 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 some 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 Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall be effective 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 after 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. If 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 caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessor's damages from Lessee, ex t as provided in Paragraph 8.6. 41ALS age ear End of Term. If at any time during the last 6 months ofthis Lease there is damage for which the cost to repair exceeds one month's Base r n an Insured Loss, Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage by giving a written Page 7 of 16 Last Edited:10/30/2019 3:16 PM INITIALS © 2017 AIR CRE. All Rights Reserved. STN -27.10, Revised 11-01-2017 termination notice to Lessee within 30 days after the date 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 duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) 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 force and effect. If Lessee falls to exercise such option and provide such funds or assurance during such period, then 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, remediation, 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 obligation 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. Ifthe repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect. "Commence" shall mean either the unconditional authorization ofthe preparation ofthe required plans, or the beginning ofthe 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 other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor. 10. Real Property Taxes. 10.1 Definition. As used herein, the term "Real Property Taxes" shall include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (otherthan 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, Lessor's right to other income therefrom, and/or Lessor's business of leasing, by any authority having the director indirect power to tax and where the funds are generated with reference to the Building address. 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 term of this Lease, 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 Payment of Taxes. In addition to Base Rent, Lessee shall payto Lessor an amount equal to the Real Property Tax installment due at least 20 days priorto the applicable delinquency date. If any such installment shall cover any period of time pr'^ R after the expiration or termination of this Lease, Lessee's share of such Installment shall be prorated. LCSScr.-. agrceti that, as ;ldditional consideration for this Lease, Lessee shall pay the entire instalinunt of thr Real propettyTaxes for tht' period frorn .ittly L, 2019 through December ,;1, 2019 not later than twenty (20) dil'l's I3rint• t+r d"Ifilriliviley, notwith.'ann(ling Ihat a portion of such period occurred prior to the Conunencenient Data. In the event Lessee Incurs a late charge on any Rent payment, Lessor may estimate the current Real Property Taxes, and require that such taxes be paid In advance to Lessor by Lessee monthly in advance with the payment of the Base Rent. Such monthly payments shall be an amount equal to the amount of the estimated installment of taxes divided by the number of months remaining before the month in which said installment becomes delinquent. When the actual amount of the applicable tax bill Is known, the amount of such equal monthly advance payments shall be adjusted as required to provide the funds needed to pay the applicable taxes. Ifthe amount collected by Lessor is insufficient to pay such Real Property Taxes when due, Lessee shall pay Lessor, upon demand, such additional sum as is necessary. Advance payments may be intermingled with other moneys of Lessor and shall not bear interest. In the event of a Breach 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. 10.3 Joint Assessment. If the Premises are not separately assessed, Lessee's liability shall be an equitable proportion ofthe Real Property Taxes for all ofthe land and Improvements included within the tax parcel assessed, such proportion to be conclusively determined by Lessorfrom the respective valuations assigned in the assessor's work sheets or such other information as may be reasonably available. 10.4 Personal Property Taxes. 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 said property shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee's property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee's property. 11. Utilities and Services. Lessee shall payfor 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, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor's reasonable control or in cooperation with governmental request or directions. 12. Assignment and Subletting. 12.1 Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, "assign or assignment") or sublet all or any part of Lessee's interest in this Lease or in the Premises without lessor's 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 ofthe 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 oftransactions (by way of merger, sale, acquisition, financing, transfer, leveraged buy-out or otherwise), whether or not a formal assignment or hypothecation ofthls Lease or Lessee's assets occurs, which results or will result in a reduction ofthe Net Worth of Lessee by an amount greater than 25% of such Net Worth as it was represented at the time of the execution ofthis Lease or at the time of the most recent asst ent to which Lessor has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, whichever was or is greater, sha a co sidered an assignment of this Lease to which Lessor may withhold its consent. "Net Worth of Lessee" shall mean the net worth of Lessee �Page S of 16 ' G 1 IA Last Edited: 10/30/2019 3:16 PM INITIALS © 2017AI CRE. All Rights Reserved. STN -27.10, Revised 11-01-2017 (excluding any guarantors] established under generally accepted accounting prInciples. (d) An assignment or subletting without consent shall, at Lessor's option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessityof any notice and grate period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 110% 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 (ii) all fixed and non -fixed rental adjustments scheduled during the remainder of the Lease term shall be Increased to 110% ofthe 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 time consent is requested. (g) Notwithstanding the foregoing, allowing a de minimis portion ofthe Premises, ie. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting. 12.2 Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, no assignment or subletting shall : (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (li) release Lessee of any obligations hereunder, or (iii) alter 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 nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach. (c) Lessor's 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 forthe performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination 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 $S00 as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (See also Paragraph 36) (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting 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 said 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) Lessor's consent to any assignment or subletting shall not 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 Lessee's interest in all Rent 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 eventthat the amount collected by Lessor exceeds Lessee's then outstanding obligations anysuch excess shall be refunded to Lessee. Lessorshall 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 such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance 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 sublessee to attorn 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 for any prior Defaults or Breaches ofsuch sublessor. (c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor. (d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor's prior written consent. (e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure 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 for any such Defaults cured by the sublessee. 13. Default; Breach; Remedies. 13.1 Default; Breach. A "Default" is defined as a failure by the Lessee to comply with or perform any ofthe terms, covenants, conditions or Rules and Regulations under this Lease. A "Breach" Is defined as the occurrence of one or more ofthe 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 ofthe Premises without providing a commercially reasonable level of security, or where the coverage of the property insurance described in Paragraph 8.3 isjeopardized 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 orthreatens 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 RENTOR 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 acts 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. In the event that Lessee commits waste, a nuisance or an illegal activity a second time then; the Lessor may elect to treat such conduct as a non -curable Breach rather than a Default. (d) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the service contracts, (Ili) the rescissin u uthorized assignment or subletting, (iv) an Estoppel Certificate or financial statements, (v) a requested subordination, (vi) evidence conceliing any / Page 9 of 16 Ar, Last Edited: 10/30/2019 3:16 PM INITIALS © 2017 AIR CRE. All Rights Reserved. STN -27.10, Revised 11-01-2017 guaranty and/or Guarantor, (vii) any document requested under Paragraph 42, (viii) material safety data sheets (MSDS), or (ix) any other documentation or information which Lessor inay reasonably require of lessee under the terms ofthis Lease, where any such failure continues for a period of 10 days following written notice to Lessee. (e) A Default by Lessee asto the terms, covenants, conditions or provisionsof 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 daysafter 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, then it shall not be deemed to be a Breach If Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cureto completion. (f) The occurrence of arty of the fallowing events: (1) the making of any general arrangement or assignment forthe benefit of creditors; (ii) becoming a "debtor" as defined In 11 U.S.C. § 101 or any successor statute thereto (unless, In the case of a petition filed against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where possession Is not restored to Lessee within 30 days; 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 Is contrary, to any applicable law, such provision shaft 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 un der this Lease Is gu aran teed : (i) the death of a Guarantor, (ii) the term inatton of a Guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty, (1]1) a Guarantor's becoming insolvent or the subject of a bankruptcy filing, (iv) a Guarantor's refusal to honor the guaranty, or (v) a Guarantor's breach of its guaranty obligation on an anticlpatory basis, and Lessee's failure, within 60 days fol lowing written notice of any such event, to provide written alternative assurance or security, which, when coupled with the then existi ng resou rces of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution ofthis Lease. 13.2 Remedles. If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written notice (or in case of an emergency, without noose), Lessor may, at its option, perform such duty orobtigation on Lessee's behalf, inctudingbut not limited to the obtaining of reasonably required bonds, insurance policies, a r govern me nta I licenses, permits or approva#s. Lessee shall pay to Lessor an amount equal to 115% of the costs and expenses incurred 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 sha11 terminate and Lesseeshall Immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (1)the 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 rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the lessee proves could have been reasonably avoided; (til) the worth at the time of award of the amount by which the unpaid rent for the balance of the term 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 detriment proximately caused by the Lessee's 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 reletting, including necessary renovation and alteration of the Premises, reasonable attorneys' fees, and that portion of any leasing commission paid by Lessor in connection wlththis Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (111) of the Immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bankofthe 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 Leaseshall not waive Lessor's right to recoverany 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 rightto recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all orany part thereof In a separate suit. If a notice and grace period required under Paragraph 13.1 was net previously given, a notice to pay rent or quit, orto perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach ofthis Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute. (b) Continue the Lease and Lesseeis right to possession and recover the Rent as it becomes due, in which event Lessee 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 Lessor's interests, shall not constitute 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 relieve Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee's occupancy of the Premises. 13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, the cost of tenant improvements for Lessee paid for or performed by Lessor, 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 "Inducement Provisions," shall be deemed conditioned upon Lessee's full and faithful performance of all of the terms, covenants and conditions of this Lease. Upon Breach ofthis Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, 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 spe.cifiraIly so stated in wrl ting 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 Incurcosts 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, then, without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor a one-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, then 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 31st day after itwas due. interest ("Interest") charged shall be computed at the rate of 10% per annum but shall not exceed the maximum rate allowed by law. Interest is yrabie in add& ' n v the potential late charge provided for in Paragraph 13.4. VINITIA Lessor. Page 10 of 16 LastEdited: 10/30/2019 3:16 PM INITIALS © 2017 AIR CRE. All Rights Reserved. STN -27.10, Revised 11-01-2017 (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 to Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor's obligation is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion. if..f1.a...r 1A rhi'rnowul {4, s>_:yiy{t,l.... I ,r c........ iAitlilr 8 QIE600 MAM ,@IQFt 11 ..1 Ar4m.6 �h.+�clu it x{uLr�a eltaltt h- PiA,Fr.loa �•, sa4� uGl. -&sqI...0 -lotbilla�a 0 .1 M m _ W -O. s; ' ,' 14. Condemnation. Ifthe 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. If more than 10% of the Building, or more than 25% of that portion ofthe 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 written 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 Lessee 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 ofthis 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 Lease is not terminated by reason ofthe Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation. 15. Brokerage Fees. 15.1 f ntenti nlally Deleted Additional fmpleeinil It, .r. Witinn ,in IIm p,q{u,r_■,rc n.vl•rL;. ... rjl I., Pw Ig -.11j, 1_1 •khrjw,-. J ok]e3iry,rl:r•ti Char- t,tl 11 1..:ynn (Al.,..fel .,c.nn_� Ra'tuu+.1.��,':%,....y..�,�.r*•.r+l.-I-ilad.534+Yi:�gyppp.:lC6ii f�a�5;�e-ra=zsasn�:;a--:.moi.-tlaa-Frvaawaa R,..L._r. .1.,.. i4-ti�L�Wi1+CucQGu7 d, 15.2 Intentionally Deleted Aceumgtf tea{ bezc�w►do n , L n . , _, whim ..,.,', "'�+4Q4h.. 1 .... .1.... f 1,..., ...,.I. a...,�....,.. r{, �, kl erre. ,.� 4e, oroel. 1., sr[e l.e..,,, ,1 , ..,e r.. {��3. ,.. .,-.., .r... ..,......,,e, ,6�.wLn.� W @I.iyi,r�-e'�q^cl-w4twtl-..-, r,ra W LQ16,,i o „�,.,.-o,,....,,;.�.,{ � .�Ia_Sa,lur+d .7c,.i ,I I., . 1„I. e., �I, .. 11�#tussnJ,u 4{eaP_e a -A nr.e..lip, 1 Csur $AAAA* �„i .nQ Rl 4a ta_,1 1WQI` i� F(?Isisrilc.chitLQ bN. an -put Ppe nom,{ Lplj1�14t1n(}�iF�,+-Iriakldsa"�.o.:.�...�.,, 15.3 Representations and Indemnities of Broker Relationships. Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, firm, broker or finder r:ttw.firs,lu+ra,.,t..eny1 in connection with this Lease, and that no one ;ln-is entitled to any commission or finder's 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 Party, including any costs, expenses, attorneys' fees reasonably incurred with respect thereto. 16. Estoppel Certificates. (a) Each Party (as "Responding Party”) shall within 10 days after written notice from the other Party (the "Requesting Party") execute, acknowledge and deliver to the Requesting Party a statement in writing in form similarto the then most current "Estoppel Certificate" form published BY AIR CRE, or in such other firm rea.conaWN,requested I)ythe Requesting Party, plus such additional information, confirmation and/or statements as may be reasonably requested bythe Requesting Party. (b) Ifthe Responding Party shall fail to execute or deliverthe Estoppel Certificate within such 10 day period, the Requesting Party may execute an Estoppel Certificate stating that: (1) the Lease is in full force and effect without modification except as may be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party's performance, and (iii) If Lessor is the Requesting Party, not more than one month's rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate. In addition, Lessee acknowledges that any failure on its part to provide such an Estoppel Certificate will expose Lessor to risks and potentially cause 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 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 for remainder ofthe Lease, 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 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 Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall within 30 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 not 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 ofthe fee title 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(ss nee (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, th prior essor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed bythe Lessor. 5ybfflttto th foregoing, the obligations and/or covenants in this Lease to be performed bythe Lessor shall be binding only upon the Lessor as herelnabove defined. f Page 11 of 16 OIV INITIALS Last Edited: 10/30/2019 3:16 PM INITIALS © 2017 AIR CRE. All Rights Reserved. STN -27.10, Revised 11-01-2017 18. Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in noway 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 lookto 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 or Other Agreements;-BwkaFAicctaiw�ac. 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. [LLILaL.It ttU W1119 J -1(i ..1..1.,.. ...i..l...,,.o„ Iltii.i.,.1MI:4. 4;y G141w Olt ly f„ Ii, -.I,r.. 116--. , 4 . .,h,iity lid! liri RIleruln us _ wlf_ 19, Pq1t 10 JQ10 rIQI .Litt wr I.;nj 1, 1wroot k y IAL lIwr WAY 23. Notices. 23.1 Notice Requirements. 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 email, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of notices. 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 time to time hereafter designate in writing. 23.2 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. Notices delivered by United States 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 delivered by hand, or transmitted by facsimile transmission or by email shall be deemed delivered upon actual receipt. 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 term, 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. Lessor's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor's 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 consent. (b) 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 monies or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or 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 EXTENTTHAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE. 25. rllionallN Deleted X46cloruge, Ragwding I hQ iaiouue W ' Run' E61441 444LOP-Wal. .•,1 .,.1 ,1,. , :..t r ii .d . fo.4-i3{4AIAI14L-u L.: I. hl A -,4L ...1,... ....., .,! ...o...,,..ol�n .. . gun 1 a y.La..,e. .., el,.. „,..,-„-l.r.,. I....•"�„�y.i 1 r.r, .... �r L,......l,. rl,.�. F....,.., ,. k, L.. ..A h.. ,1,.. 11...LL41.44f� Ity-P dealo, A .1•..I,,.,. -n rY.1�_1<.,....,.. !..lka,=.� nt 4nAt;%a4 .alfacs1ag-iNoi ;114- a.,.l.,tilt;t. of 111a prop 04aw>. ,,�., �.,,1 JA&"dI-"N:Kidl. ..1,1 .r! i.,,,w, 11,6Qr4Q, Oar l., WIN 03 CkW4-1;Q; l -so 41r0- .` COIiSpWlirlt141-fCr�Ar.VsL(>>i-14r d4rOd�-aAhsi F Q 1,111 I M! ilo r,rAi-LZ;11Ft, N:. ant Q „I r xsbW,-6iGHl6.d �pV4AL(iF�jglj^ ' ,Citi... ilii A AL,I., .,I-hoga ri.--,iAdAair dp;il,,.g aAd f,,.,,A U-114 141„'x,.1 A ,1„f„ 1,. d,ricigg SII 1;,I. An •ten aAtr r,l .,Ldl a k M a I -a to on, Al .. 0 bw i Y to a, 1._ T. 1.,, 1L 'eliJQVli. Wil4ly ba wl •1.0 fa1,Q _lhg ..ti..a.,,l. Ii n.14, A,ye !n S.nlh el.o l u 1, h" ear..--nL-L��1.� 9i-dW41 a--t4-*k.. 1.. ...-. nnA IhQ. LaG`.&aa-a. �.,..aph-. Ill 0, 1..i In I .WAg Will l er..., ind L go �..0 11... ua {arafessieraal. Page 12 of 16 INITIALS Last Edited: 10/30/2019 3:16 PM INITIALS © 2017 AIR CRE. All Rights Reserved. STN -27.10, Revised 11-01-2017 26. No Right To Holdover. Lessee has no right 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 termination. 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 Conditions; 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 ofthe Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one ofthe 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 bythe laws ofthe State in which the Premises are located. Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the Premises arelocated. 30. Subordination; Attornment; Non -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 and/or 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. 30.2 Attornment. In the event that Lessor transfers title 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 (i) Lessee shall, subject to the non -disturbance provisions of Paragraph 30.3, attorn 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 ofthe 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 Lessor's obligations, except that such new owner shall not: (a) be liable for any act 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 "Non -Disturbance 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 hereof, will not be disturbed so long as Lessee is not in i}.i.. LF! dAyE ako. .th�nrariui �n nl fr.l 31i�t...�- .-.6+ io e& .._c kat Breach hereof and attorns to the record owner of the Premises. tssutwc,�+u t+ I aV4[aL bi B. .1 f.,, .f1 ,1f, e., fin.-- .r, -iii 10, a0 .,e,.,., A-ra -f 6. ;QP t 30.4 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 he reasonably required to separately document any subordination, attornment and/or Non -Disturbance Agreement provided for herein. 31. Attorneys' Fees. If any Party brings an action or proceeding involving the Premises whether founded in tort, 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' fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, "Prevailing Party" shall include, without limitation, a Party who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment bythe other Party a4Uwk" of its claim or defense. The attorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred. if Lessor incurs any atI torneys' ces for which Lessee is responsihle hercundcr, such fees shall be paid by Lessee to Lessor within three (;3) &ws alter receipt of written demand lherclor. In addition, Lessor shall be entitled to attorneys' fees, costs and expenses incurred 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). %%hich shall he paid. by Lessee to Lessor Anthill three (3) days after receipt of written demand therefor. 32. Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's 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 showingthe same to prospective purchasers, lenders, ortenants, and making such alterations, 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 asthere is no material adverse effect on Lessee's use ofthe Premises. All such activities shall be without abatement of rent or liability to Lessee. 33. Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor's 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 Lessor's prior written consent. All signs must comply with all Applicable Requirements. 3�Termination• er er, Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination 6r cancellation reo or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, howev'r th t s may elect to continue anyone or all existing subtenancies. Lessor'sfailure within 10 days following any such eventto elect to the contrary by Page 13 of 16 INITIA Last Edited: 10/30/2019 3:16 PM INITIALS © 2017 AIR CRE. All Rights Reserved. STN -27.10, Revised 11-01-2017 written notice to the holder ofany such lesser interest, shall constitute Lessor's election to have such event constitute the termination of such interest. 36. Consents. All requests for consent shall be in writing. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by orfor the other Party, such consent shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expenses (including but not limited to architects', attorneys', engineers' 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. Lessor's consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such 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 time of such consent. The failure to specify herein any particular condition to Lessor's consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then 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. lntention.div Deleted Gwcautor. Rr or .,.1 .I le V. r,. r.,., „i.,. I.,111.,.... 323 rl-i;m-r.�, 0r...L W44.:.u.,..I..r.., r... ""�. +.:%i:wwdu' uscludu r ..r,r., r..,.5.i „r . aha , r� . o-,• Q,;u- . a r.uliS,a s r , 04-0"..r ur;,�.�� '"11 ;n off - 38. Quiet Possession. Subject to payment by Lessee ofthe 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 term of or renew this Lease 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 first offer to lease either the Premises or other property of Lessor; (c) the right to purchase, the right offirst offer to purchase or the right of first refusal to purchase the Premises or other property of Lessor. 39.2 Options Personal To Original Lessee. 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 ofthe Premises 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, (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee), (iii) during the time Lessee is in Breach of this Lease, or (iv) 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 ofthe Option. (b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee'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 ofthe 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 (ii) if Lessee commits 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 ofthe grounds and including the parking, loading and unloading of vehicles, and to cause Its employees, suppliers, shippers, customers, contractors and Invitees to so abide and conform. Lessee also agrees to pay its 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 that 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 (collectively, the "Restrictions"). 'rhis Lease shall he Suhjcct to all Restrictions now or herealterrecorded against lhePro'loom,inCluolint;,s�ithoutIimilatiun,thcCC&Rs. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate any such easement rights, dedication, map or restrictions. 43. Performance 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 as it was not legally required to pay. A Parry 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 Parties; Execution. (a) If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual executing this Lease on behalf of such entity re.pr is 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, detiv�r to the her arty satisfactory evidence of such authority. ( If t is 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 �a e a 'or of the named Lessees shall be empowered to execute any amendmentto this Lease, or other document ancillary thereto and bind all of he Page 14 of 16 INITIAL Last Edited: 10/30/2019 3:16 PM INITIALS © 2017 AIR CRE. All Rights Reserved. STN -27.10, Revised 11-01-2017 named Lessees, and Lessor may rely on the same as if all of the named Lessees had executed such document. (c) This Lease maybe 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 the typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions. 46. Offer. Preparation ofthis Lease by either Party ortheir agent and submission of same to the other Party 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 Parties 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 )grecs to make such reasonable non -monetary modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal finandng or refinancing of the Premises. 48. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT. r ` 49. Arbitration of Disputes. An Addendum requiring the Arbitration of all disputes between the Parties and/or r—k-us arising out of this Lease is `v' is not attached to this Lease. 50. Accessibility; Americans with Disabilities Act. (a) The Premises: have not undergone an inspection by a Certified Access Specialist (CASp). Note: A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction -related accessibility standards under state law. Although state law does not require a CASp inspection ofthe subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy ofthe lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment ofthe fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction -related accessibility standards within the premises. {- 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 et seq. Lessee acknowledges that it received a copy of the inspection report at least 48 hours priorto exe_cutingthis Lease and agrees to keep such report confidential. �F 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 California Civil Code §55.51 et seq. Lessee acknowledges that it received a copy ofthe inspection report at least 48 hours prior to executing this Lease and agrees to keep such report confidential except as necessaryto complete repairs and corrections of violations of construction related accessibility standards. In the event that the Premises have been issued an inspection report by a CASp the Lessor shall provide a copy of the disability access inspection certificate to Lessee within 7 days of the execution of this Lease. (b) Since compliance with the Americans with Disabilities Act (ADA) and other state and local accessibility statutes are 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 compliance with ADA or other accesslbillty statutes, 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 AIR CRE 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 COUNSELAS TOTHE LEGAL AND TAX CONSEQUENCES OF THIS LEASE. 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID 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 ARE LOCATED INA 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 ARE LOCATED. The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures ExecUtC at:S 1+f ✓ ��%(f t!i �" p � On: By LESSOR: ' By: Name Printed: W i me . 5 0 Title: 5u••_eS '(.+t 'I"sCeer INITIALS 0 2017AIR CRE. All Rights Reserved. Exectaird at: � cv) O-� � On: L! t R / By LESSEE: Vert Lake By: NameP' e A lLWN Title: S t/ Phone: f n Lor► 9 rC19 Page 15 of 16 Last Edited: 10/30/2019 3:16 PM INITIALS STN -27.10, Revised 11-01-2017 Fax: Email•1 e G Na e.Printed: borWiii M. cLett t i I kku+w.- Fax: Email: Address: Federal ID No.: Address: Phone: Fax: gakv . WWQe alIrl PIG Broker/Agent BRE License #: Fax: Email: By: Name Printed: Title: Phone: Fax: Email: Address: Federal ID No.: Address: Phone: Email: Federal ID No.: Broker/Agent BRE License#: AIR CRE. 500 North Brand Blvd, Suite 900, Glendale, CA 91203, Tel 213-687-8777, Email contracts@almre.com NOTICE: No part of these works may be reproduced in any form without permission In writing. �w INITIALS 0 2017 AIR CRE. All Rights Reserved. Page 16 of 16 Last Edited: 10/30/2019 3:16 PM STN -27.10, Revised 11-01-2017 CALIFORNIA ALL PURPOSE ACKNOWLEGDMENT A notary public or other officer completing this certificate verifies only the identity of the individual(s) who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA } ) ss COUNTY OF ORANGE ) On t1 o l (,E�D I before me, HEMANSHU P. BADANI, Notary Public, personally appeared„ My I H J } o 17�1�!lyl� I1 LIS iEN[ /LLQ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) /are subscribed to the within instrument and acknowledged to me that hei4m/they executed the same in hi&/4 er°/their authorized capacity(ies), and that byftis/trer/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature OPTIONAL HEMANSHU P. BADANI m COMM ... 2257720 U NOTARY PUBIIC•CALIFORNIA —I fI] OAANGE COUNTY (0 e@;Nrm Exp, Oct. 7, 2022 Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document'' 'AL�-� Document Date II (i Number of Pages 1 6 Signers Other Than Named Above: A Notary Public or other Officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. OFFICIAL CALIFORNIA NOTARIAL CERTIFICATE OF ACKNOWLEDGMENT State of California County of San Diego On October 31, 2019 before me, Lisa Shango, Notary Public personally appeared Saif Wafir Alchi who proved to me on the basis of satisfactory evidence to be the personewhose name,* is/subscribed to the within instrument and acknowledged to me that hel5WtW executed the same in htslpadtbe f authorized capacity(yas), and that by his/lief/ttzeif signature(eon the instrument the person; or the entity upon behalf of which the perso acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the forgoing paragraph is true and correct WITNESS my hand and official seal. LISA SHANGO NO PUBLIC. 1GNA Commission No, 2242938 NOTARY PUBLIC -CALIFORNIA SAN DIEGO COUNTY +" MY Comm Expires JUNE 14. 2022 ADDITIONAL INFORMATION DOCUMENT INFORMATION Document Type: Standard Industrial/Commercial Single -Tenant Lease - Net Date of Document: October 31, 2019 TYPE OF IDENTIFICATION OSatisfactory Evidence —Acceptable Identification ne Credible Witness acknowledging identity of principal [ ] Two Credible Witnesses acknowledging identity of principal A I R C R was! OPTION(S) TO EXTEND STANDARD LEASE ADDENDUM Dated: N vember L 2019 By and Between Lessor: Frederick Thomas Scalaa Separate Property Trust dated February 27, 2018 Lessee: Vert Lake Elsinare LLC, a California limited liability COMPany Property Address: 31875 Corydon St., Unit 120, Lake Elsinore, Ccilifnrnia 92530 (street address, city, state, zip) Paragraph: 51 A. OPTION(S)TO EXTEND: Lessor hereby grantstoLesseetheoption toextend thetermofthlsLease for four (9) additional .5ixtv (60) month period(s)(each,an "Option Term") commencing when the prior term expires upon each and all of the following terms and conditions: (i) In order to exercise an option to extend, Lessee must give written notice of such election to Lessor and Lessor must receive the same at least n i lie (9) but not more than twelve (12) months prior to the date that the option period would commence, time being of the essence, If proper notification of the exercise of an option is not given and/or received, such option shall automatically expire. Options (if there are more than one) may only be exercised consecutively. (ii) The provisions of paragraph 39, includingthose relating to Lessee's Default set forth in paragraph 39.4 of this Lease, are conditions of this Option. (iii) Except forthe provisions of this Lease granting an option or options to extend the term, all of the terms and conditions of this Lease except where specifically modified by this option shall apply. (iv) This Option is personal to the original Lessee, and cannot be assigned or exercised by anyone otherthan said original Lessee and only while the original Lessee is in full possession ofthe Premises and withoutthe intention of thereafter assigning or subletting. (v) The monthly rentfor each month of the option period shall be calculated as follows, using the method(s) indicated below: (Check Method(s) to be Used and Fill in Appropriately) E` I. Cost of Living Adjustment(s) (COLA) a. On (Fill in COLA Dates): the Base Rent shall be adjusted by the change, if any, from the Base Month specified below, in theConsumerPrice Index of the Bureau of Labor Statistics ofthe U.S. Department of Labor for (select one): F] CPI W (Urban Wage Earners and Clerical Workers) orF--"' CPI U (All Urban Consumers), for (Fill in Urban Area): . All Items (1982-1984 =100), herein referred to as "CPI". b. The monthly Base Rent payable In accordance with paragraph A.I.a. of this Addendum shall be calculated as follows: the Base Rent set forth in paragraph 1.5 of the attached Lease, shall be multiplied by a fraction the numerator of which shall be the CPI ofthe calendar month 2 months prior to the month(s) specified in paragraph A.I.a. above during which the adjustment isto take effect, and the denominator of which shall be the CPI of the calendar month which is 2 months prior to (select one): [ ---i the first month ofthe term of this Lease as set forth in paragraph 1.3 ("Base Month") or F! (Fill in Other "Base Month"): . The sum so calculated shall constitute the new monthly Base Rent hereunder, but in no event, shall any such new monthly Base Rent be less than the Base Rent payable for the month immediately preceding the rent adjustment. C. In the event the compilation and/or publication ofthe CPI shall be transferred to any other governmental department or bureau or agency or shall be discontinued, then the index most nearly the same as the CPI shall be used to make such calculation. In the event that the Parties cannot agree on such alternative index, then the matter shall be submitted for decision to the American Arbitration Association in accordance with the then rules of said Association and the decision of the arbitrators shall be binding upon the parties. The cost of said Arbitration shall be paid equally by the Parties. II. Market Rental Value Adjustment(s) (MRV) a. On (Fill in MRV Adjustment Date(s)) t he c ommen cement of ea ch Opt ion 'I' e-rm the Base Rent shall be adjusted to the "Market Rental Value" ur "MRV" (defined helow•) ofthe property as follows: 1) Four months prior to each Market Rental Value Adjustment Date described above, the Parties shall attempt to agree upon what the new MRV will be on the adjustment date. If agreement cannot be reached, within thirty days, then: (a) Lessor and Lessee shall immediately appoint a mutually acceptable appraiser or broker to establish the new MRV within the next 30 days. Any aAciciated costAilj be split equally between the Parties, or Both Lessor and Lessee shall each immediately make a reasonable determination of the MRV and submit such determination, in writing, to ante with the following provisions: Page 1 of 2 Last Edited: 10/30/2019 3:16 PM INITIALS © 2017 AIR CRE. All Rights Reserved, OE -6.00, Revised 01-03-2017 r— (i) Within 15 days thereafter, Lessor and Lessee shall each select an independent third party 1 appraiser or IV broker ("Consultant" - check one) of their choice to act as an arbitrator (Note: the parties may not select either of the Brokers that was involved in negotiating the Lease). The two arbitrators so appointed shall immediately select a third mutually acceptable Consultant. to act as a third arbitrator. (ii) The 3 arbitrators shall within 30 days of the appointment of the third arbitrator reach a decision as to what the actual MRV for the Premises is, and whether Lessor's or Lessee's submitted MRV is the closest thereto. The decision of a majority ofthe arbitrators shall be binding on the Parties. The submitted MRV which Is determined to be the closest to the actual MRV shall thereafter be used by the Parties. (iii) If either of the Parties fails to appoint an arbitrator within the specified 15 days, the arbitrator timely appointed by one of them shall reach a decision on his or her own, and said decision shall be binding on the Parties. i(iv) Each hart"• shall he responsible lin• the cost of its Consultant. "I'hc dist of the third consultant and all other 4@ @pWro cost., of such arbitration shall be paid bythe partywhose submitted MRV isnotselected, ie. the one that is NOTthe closesttothe actual MRV. 2) :Vs used herein, the term "Fair Market Valuc" or "F\Iv" shall mean the prevailing Liir market hast rental rate that Lt willing, non-cyuit- tenant'could pay in an drill'~ length transaction, as of the commencement oft -11C subject 01)I ion "Perm for Ieasc rene""-als on premises locntcd within the `Lake Elsinore, California arca "Which premises arc comparable in l} -pe, nature, sire, location and quality Lo the Premises. When determining MRV, the Lessor, Lessee and Consultants shall consider the terms of comparable market transactions which shall include, but not limited to, rent, rental adjustments, abated rent, lease term and financial condition of tenants. 3) Notwithstanding the foregoing, the new Base Rent shall not be less than the rent payable for the month immediately preceding the rent adjustment. b. Upon the establishment of each New Market Rental Value: 1) the new MRV will become the new "Base Rent" for the purpose of calculating any further Adjustments, and 2) the first month of each Market Rental Value term shall become the new "Base Month" for the purpose of calculating any further Adjustments. C1 111. Fixed Rental Adjustment(s) (FRA) On each anniversary of the commencement of each Option Terni, the The Base Rent shall be increased to oil lit Ind red t1Vo percent (102%) of the Base Rent in effect immediately prior to such increase (calculated by multiplying the. Base Rent in effect immediately prior to such increase by 1.02) Oio i"llo..,....i F IV. Initial Term Adjustments The formula used to calculate adjustments to the Base Rate during the original Term of the Lease shall continue to be used during the extended term. B. NOTICE: Unless specified otherwise herein, notice of any rental adjustments, other than Fixed Rental Adjustments, shall be made as specified in paragraph 23 of the Lease. QQlI �F Q'f CLLQ'f CLL i AIR CRE. 500 North Brand Blvd, Suite 900, Glendale, CA 91203, Tel 213-687-8777, Email contracts@alrcre.com NOTICE: No part of these works may be reproduced In any form without permission In writing. @ 2017 AIR CRE. All Rights Reserved. Page 2 of 2 Last Edited: 10/30/2019 3:16 PM INITIALS OE -6.00, Revised 01-03-2017 A I PC R Sao RIGHT OF FIRST REFUSAL TO PURCHASE STANDARD LEASE ADDENDUM Date: November 1. By and Between Lessor: Frederick Thomas Scalzo Separate Property Trust dated February- 2018 Lessee: Vert Lake Elsinore, LLC, a California limited liability comL�any_ Property Address: 31875 Corydon St., Unit 120, Lake Elsinore, California 92530 (street address, city, state, zip) Paragraph: 52 (a) S1hjecL Lo subp lragroph (g) below, Lessor shall not, at anytime prior to the expiration of the term of this Lease, or any extension thereof, sell the Premises, or any interest therein, without first giving written notice thereof to Lessee, which notice is hereinafter referred to as "Notice of Sale". (b) The Notice of Sale shall include the exact and material monetary rpl— terms of the proposed sale and shall have attached thereto a copy of the bona fide offer and counteroffer, if any, duly executed by both Lessor and the prospective purchaser. (c) For a period of 12 calendar days after receipt by Lessee ofthe Notice of Sale, Lessee shall have the right to give written notice to Lessor of Lessee's exercise of Lessee's right to purchase the Premises, the interest therein proposed to be sold, or the property of which the Premises are a part, on the same terms, price and conditions as set forth in the Notice of Sale. In the event that Lessor does not receive written notice of Lessee's exercise of the right herein granted within said 12 day period, there shall be a conclusive presumption that Lessee has elected NOT to exercise Lessee's right hereunder, and Lessor may complete the sale to the prospective purchaser, on the same terms set forth in the Notice of Sale. (d) In the event that Lessee declines to exercise its right of first refusal after receipt of the Notice of Sale, and, thereafter, Lessor and the prospective purchaser modify by more than io.5%, (i) the sales price, or (it) the amount of down payment, or if there is a material change in any seller financing offered, or in the event that the sale is not consummated within 180 days of the date ofthe Notice of Sale, then Lessee's right of first refusal shall reapply to said transaction. (e) In the event that Lessee declines to exercise its right of first refusal after receipt of the Notice of Sale, and, thereafter, the proposed transfer or sale is not consummated, the Lessee's right offirst refusal shall apply to any subsequent transaction. If, however, said transfer or sale is, in fact, completed, then said right shall be extinguished and shall not apply to any subsequent transactions. (f) Notwithstanding the above, this right of first refusal is intended to apply only to voluntary transfers involving third party transferees. This right of first refusal shall not, therefore, apply: where the Premises are taken by eminent domain or sold under threat of condemnation, to intra -family or intra -ownership Itransfers, to transfers by Lessor to a trust created by Lessor, err, if Lessor is a trust, to transfers to a trust beneficiary, or lu any any entih• that, chrectly or indircctk, 0WIls or controls, is owned or controlled by oris under common ownership or control with. Lessor, or am• member, owner, shareholcler, partner, or trusl beneiiciarY of Lessor. (g) NOTE: This right of first refusal cannot be exercised: (i) during the period commencing with the giving of any notice of Default and continuing until said Default is cured, (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee), (iii) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given or more notices of Default, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the right of first refusal. In the event T.easordesires to sell the Premises during any period when the right of first rclu t'anrinl Ile cyvri•iseil lis pi'oeidetl iu I Ilv Inrceding sysiIvIitty. IA--Kxit- shall have lit I rahligaI iu&s Irr drliVN- a Nutirr ur5.tilr to L.e4tier ill vollL14'etinll wit11 :un pro)lslscd sale of 111V PI eill lLt-. Il Stich sale is const imrimted. this tight t1( 6"1 IV fttsi I I . 4a II he ext in);tliMI I WId xhall Ill it ;&11111)• 191 ;mt' crthstAluiml transactions. AIR CRE. 500 North Brand Blvd, Suite 900, Glendale, CA 91203, Tel 213-687-8777, Email contracts@aircre.com NOTICE: No part of these works maybe reproduced in any form without permission in writing. Page 1 of 1 *1NITIA Last Edited: 10/30/2019 3:16 PM © 2017 AIR CRE. All Rights Reserved. INITIALS FR -5.01, Revised 07-28-2017 ADDENDUM TO STAN [)ARD IN DUSTR,IALICOMMERCIAL SINGLE -TENANT LEASE - NET This Addendum to Standard Industrial/Commercial Single -Tenant Lease - Net (this "Addendum") is made and entered into as of November 1, 2019, by and between Donna M. Ostermiller, a married woman as her sole and separate property, and Timothy J. Scalzo, as Successor Trustee of Frederick Thomas Scalzo Separate Property Trust Dated February 27, 2018, (collectively, "Lessor") and Vert Lake Elsinore LLC, a California limited liability company ("Lessee'), with reference to that certain Standard Industrial/Commercial Single -Tenant Lease Net of even date herewith, by and between Lessor and Lessee (the "Standard Lease"). The term "Lease" as used in the Standard Lease and in this Addendum shall be deemed to refer to the Standard Lease, as modified and supplemented by this Addendum. The promises, covenants, agreements and declarations made and set forth herein are intended to and shall have the same force and effect as if set forth at length in the body of the Standard Lease. To the extent that the provisions of this Addendum are inconsistent with the terms and conditions of the Standard Lease, the terms of this Addendum shall prevail and control for all purposes. Unless otherwise defined herein, all initially capitalized terms used in this Addendum and defined in the Lease shall have the same meaning as ascribed to such terms in the Lease. Notwithstanding anything to the contrary contained herein, and notwithstanding that this Addendum may be referred to separate and apart from the Standard Lease, this Addendum shall be deemed part of the Lease for all purposes. 53. Term. (a) Current Premises. The term of the Lease ("Term") for the portion of the Premises commonly known as 31875 Corydon Street, #120, Lake Elsinore, CA 92530 ("Current Premises") shall commence upon the Commencement Date and shall expire on the Expiration Date unless otherwise terminated as provided in this Lease. Upon the Commencement Date, all references to the Premises mean and include only the Current Premises until the Additional Premises Commencement Date (defined below). (b) Additional Premises. Lessor, at Lessor's sole option, shall have the election to expand the Premises to include either (a) 31881 Corydon Street #160, Lake Elsinore CA 92530 consisting of approximately 2,633 sq. ft. of space ("Preferred Premises"); or (b) 31877 Corydon St, Suite 160 consisting of approximately 2000 sq. ft. of space ("Alternative Premises"), and in such event the space so delivered, either the Preferred Premises or the Alternative Premises, shall be referred to herein as the "Additional Premises". The Term of the Lease for the Additional Premises shall commence upon the delivery of possession of the Additional Premises (defined below) to Lessee ("Additional Premises Commencement Date") and shall expire on the Expiration Date. The Additional Premises shall be delivered in its then existing condition, "AS IS", "WHERE IS" "WITH ALL FAULTS", without representation or warranty. From and after the Additional Premises Commencement Date, all references to the Premises shall mean and include the Current Premises and the Additional Premises. In the event that Lessor fails to deliver possession of the Preferred Premises or the Alternative Premises Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this lease or change the Expiration Date, however, Lessee's obligation to pay Base Rent applicable to the Additional Premises shall not commence until the Additional Premises Commencement Date; provided, however, in the event that there is a delay in the delivery of the Additional Premises to Lessee which is the result of a delay caused by Lessee or its employees, agents, representatives, contractors or consultants, then Lessee's obligation to commence paying Base Rent for the Additional Premises will be moved forward to the date that the Additional Premises Commencement Date would have occurred absent such delay. Within three (3) business days after the Additional Premises Commencement Date, Lessee shall deliver to Lessor the prorated Base Rent and Association Fees for the calendar month in which the Additional Premises Commencement Date occurs. Upon Lessor's request following the Additional Premises Commencement Date, the parties shall execute a letter in the form of Exhibit A attached hereto (the "Commencement Letter") confirming the Additional Premises Commencement Date, and setting forth any incomplete items (if any), but failure to execute such document shall not in any manner affect the obligations of Lessee hereunder. 54. Base Rent. Lessee's obligation to pay Base Rent for the Current Premises shall commence on the Commencement Date and Lessee's obligation to pay Base Rent for the Additional Premises (either the Preferred Premises or the Alternative Premises) shall commence on the Additional Premises Commencement Date, subject to adjustment as set forth in Paragraph 53(b). The Base Rent for each month during the Original Term of the Lease shall be as follows: Months Dates Monthly Base Rent Current Premises Monthly Base Rent Preferred Premises Monthly Base Rent Alternative Premises 1-12 11/1/2019-10/31/2020 $12,000.00 $7,900.00 $6,000.00 13-24 11/1/2020-10/31/2021 $12,500.00 $8,058.00 $6,120.00 25-36 111/1/2021-10/31/2022 $12,750.00 $8,219.16 $6,242.40 37-48 11/1/2022-10/31/2023 $13,005.00 $8,383.54 $6,367.25 49-60 111/1/2023-10/31/2024 $13,265.10 $8,551.21 $6,494.59 For avoidance of doubt, Lessor and Lessee acknowledge and agree that the annual adjustments to Base Rent for the Current Premises and the Additional Premises shall occur on each anniversary of the Commencement Date notwithstanding that the Additional Premises Commencement Date shall occur on a date other than the Commencement Date. Lessor and Lessee acknowledge and agree that prior to the Effective Date Lessee has paid to Lessor a lease commitment fee in the amount of $24,000 ("Lessee Commitment Fee"), which amount shall be nonrefundable under any circumstances and shall be deemed to have been full earned upon payment thereof. 55. Condition of Premises. Lessee hereby acknowledges and agrees that Lessee has inspected and investigated the Premises (including, without limitation, the Current Premises and the Additional Premises) and Lessee further acknowledges and agrees that the Premises (including, without limitation, the Current Premises and the Additional Premises) are in satisfactory condition. Lessee hereby accepts the Premises (including, without limitation, the Current Premises and the Additional Premises) in their current condition, "AS -IS", "WHERE -IS" and "WITH ALL FAULTS". Notwithstanding anything in the Standard Lease to the contrary, Lessee expressly acknowledges that neither Lessor nor its agents, employees, or representatives have made any representations or warranties as to the suitability of the Premises (including, without limitation, the Current Premises and the Additional Premises) for Lessee's intended use. Without limiting the foregoing, Lessor makes no representation or warranty regarding the Premises (including, 2 without limitation, the Current Premises and the Additional Premises) or the suitability of the existing utility services and systems for Lessee's proposed use. It shall be the sole responsibility of Lessee to verify (i) all governmental requirements applicable to Lessee's use of the Premises, including without limitation zoning, and (ii) the capacity of all mechanical systems and improvements within the Premises to satisfy Lessee's intended use. Lessee hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Lessee's purposes, and Lessee does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the suitability of same for Lessee's purposes. The taking of possession of the Premises, or any portion thereof, by Lessee shall conclusively establish that the Premises were at such time in satisfactory condition. Lessee hereby waives Subsection 1 of Section 1932 and Sections 1941 and 1942 of the Civil Code of California or any successor provision of law. EXCEPT FOR ANY EXPRESS WARRANTIES SET FORTH IN THE LEASE, LESSEE, FOR ITSELF, AND ITS OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AFFILIATES, SUCCESSORS AND ASSIGNS, EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF HABITABILITY, MERCHANTABILITY, OR FITNESS OF THE PREMISES FOR A PARTICULAR PURPOSE OR USE. 56. Security Deposit. Paragraph 5 of the Standard Lease is hereby supplemented as follows: Lessee may not use any portion of the Security Deposit (whether in the form of cash or letter of credit) to satisfy any of Lessee's rental obligations hereunder, including the last month's rental payment. Failure of Lessee to pay any Rent or other charges when due constitutes a material breach of this Lease for which Lessor may re-enter and take possession of the Premises in accordance with law, notwithstanding the fact that Lessor may have possession of a security deposit. Lessee hereby waives the provisions of Section 1950.7 of the California Civil Code and all other provisions of law, now or hereafter in effect, which provide that Lessor may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Lessee or to clean the Premises, it being agreed that Lessor may, in addition, claim those sums specified in Paragraph 5 of this Lease, as supplemented hereby, and/or those sums reasonably necessary to compensate Lessor for any other loss or damage, foreseeable or unforeseeable, caused by the acts or omissions of Lessee or any officer, employee, agent, contractor or invitee of Lessee. 57. Nature of Lease,• Use-, Compliance with Law. Lessor and Lessee understand, acknowledge and agree that the Parties are entering into the Lease based on the current marijuana laws in California, namely Proposition 215, the Medical Marijuana Program Act, the Medical and Adult -Use Cannabis Regulatory and Safety Act (MAUCRSA), the Medical Marijuana Regulatory & Safety Act (MMRSA), and related laws, as well as Proposition 64: Adult Use of Marijuana Act (AVMA), which legalized recreational use of marijuana in California, and the cultivation, processing, manufacturing and extracting of cannabis/marijuana plants and products therefor, subject to significant implementing criteria. Lessee intends, subject to compliance with all Applicable Requirements (as defined in Paragraph 2.3 of the Standard Lease), and Lessee shall be permitted to utilize the Premises for the manufacturing, non-volatile extraction, packaging, distribution and retail sale of recreational and medical cannabis/marijuana plants (collectively, "Cannabis Use"). Lessee understands, acknowledges, and agrees that the right to utilize the Premises for Cannabis Use is subject to Applicable Requirements, as same may change from time to time, and that Lessee bears the entire risk of any changes to Applicable Requirements. Nothing 3 herein shall relieve Lessee from its obligations hereunder in the event that any change in Applicable Requirements impedes or interferes with Lessee's intended use of the Premises. The execution of this Lease is the first step to permit Lessee to apply to the City of Lake Elsinore for its business permit ("Cannabis Business Permit") from the City of Lake Elsinore for the operation of its business at the Premises and its Conditional Use Permit ("CUP"), and all licenses, permits and approvals required by the State of California (collectively, "State Approvals"), the issuance of the Cannabis Business Permit, the CUP and any State Approvals being conditions precedent to commence utilizing the Premises for Cannabis Use. Under no circumstances shall Lessee have any right to utilize the Premises for any purposes in violation of Applicable Requirements, including, without limitation, City of Lake Elsinore requirements to utilize property for Cannabis Use. Lessee agrees to promptly and expeditiously apply to the City of Lake Elsinore and the State of California, as applicable and as applications become available, for Cannabis Business Permit(s), CUP(s), the State Approvals, and any other required permits to utilize the Premises for Cannabis Use as soon as the State of California and the City of Lake Elsinore allow, and to promptly commence and continue to prepare improvement plans as necessary or appropriate for Lessee's application for applicable building permits. Lessor shall reasonably cooperate with Lessee, at no expense to Lessor, in connection with Lessee's efforts to obtain the Cannabis Business Permit(s), the CUP(s), the State Approvals and/or other required permits. Any Cannabis Business Permit(s), CUP(s), State Approvals and/or other permits issued with respect to the Premises shall be deemed to run with and benefit the Premises. Prior to submitting any applications to the City of Lake Elsinore for any Cannabis Business Permit(s), CUP(s) or other permits or entitlements (or any variances or amendments thereto), Lessee shall submit same to Lessor for Lessor's review and approval, which shall not be unreasonably withheld, conditioned or delayed. Lessor's approval of any such application shall be viewed as permission to submit same, and not a representation or warranty with respect to the contents thereof, or endorsing or affirming any information contained therein. Lessee acknowledges and agrees that nothing contained herein shall be deemed or construed as a grant of any exclusive right within the Project for the Agreed Use. Lessor shall have the express right to lease any other space within the Project owned by Lessor or any affiliate of Lessor, including, without limitation, the Alternative Premises or Preferred Premises (if not included in the Premises), to any third party for any use whatsoever, including, without limitation the Agreed Use or any similar use. 58. Compliance with Anlicable Requirements. Lessee shall ensure that all activities occurring on the Premises (whether directly by Lessee or by any permitted sublessee) are conducted in compliance with the Lake Elsinore municipal code and State law. (a) Lessee shall ensure (as to itself and any sublessee, and any sublease shall require that the sublessee ensure for itself as well) that: No medical marijuana cultivated on the Premises by Lessee or any sublessee(s), who have received Lessor and City of Lake Elsinore approval, is distributed to persons under the age of eighteen (18); ii. No recreational marijuana cultivated by Lessee or any sublessee(s) on the Premises, who have received Lessor and City of Lake Elsinore approval, is distributed to persons under the age of twenty-one (21); 4 iii. There is no involvement of any criminal enterprise, gang or cartel with either Lessee or Lessee's agents, or any sublessee or sublessee's agents, on or off the Premises (and Lessee agrees to timely submit to, and provide to Lessor copies of the results of, all background checks performed or to be performed on any persons affiliated with Lessee or any sublessee in connection with the proposed use of the Premises), subject to legal limits on Rights to Privacy; iv. Marijuana cultivated or processed by Lessee or any sublessee(s) on the Premises is only distributed in accordance with the permits and licenses issued by the City of Lake Elsinore and the State of California; V. Medical marijuana cultivated by Lessee or any sublessee(s) on the Premises is only distributed to members of the corporations or cooperatives referenced in Paragraph 55(b)(i) or as otherwise permitted by law; vi. No trafficking of illegal drugs or other illegal activity occurs on the Premises; vii. No violence or use of firearms occurs anywhere on the Premises, provided that the foregoing shall not restrict Lessee from having an armed guard on the Premises as and to the extent required by Applicable Requirements; viii. Lessee shall inform Lessor of any and all notices it receives from municipal, state or federal government entities involving the cultivation or processing of marijuana on the Premises; ix. Lessee's activities will not subject Lessor or Lessor's financial institution to prosecution (or threat of prosecution) for violations of 18 U.S.C. §§ 1956 or 1957 (money laundering), 18 U.S.C. § 1960 (unlicensed money transmitter), or the Bank Secrecy Act; and X. Lessee's activities will comply with any and all guidance issued by the U.S. Department of the Treasury's Financial Crimes Enforcement Network ("FinCEN") regarding the filing of Suspicious Activity Reports ("SAR") regarding marijuana -related businesses, such that any such SAR filed by a financial institution with which Lessor has one or more accounts, lines of credit or other financial products, related to any of Lessor's accounts, lines of credit or other financial products, is filed as a "Marijuana Limited" SAR and not as a "Marijuana Priority" SAR. (b) For medicinal marijuana cultivation on the Premises Lessee shall also ensure that: For as long as required by California law, Lessee, or any sublessee if Lessee is not directly involved with medical marijuana Cannabis Use, is a legally formed California (i) Nonprofit Mutual Benefit Corporation pursuant to California Corporations Code § 5110 et seq. or (ii) Agricultural Cooperative pursuant to California Corporations Code § 12000 et seq.; 5 ii. Lessee, or any sublessee if Lessee is not directly involved with medical marijuana Cannabis Use, obtains and maintains a Seller's Permit from the State Board of Equalization and remits all required sales tax payments; iii. All medical marijuana cultivators, extractors, manufacturers, distributors, food preparers, and all others involved with medical marijuana Cannabis Use are members of Lessee's or sublessee's corporation or cooperative; and all cultivators, extractors, manufacturers, distributors, food preparers and other employees or contractors of Lessee and/or sublessee comply with all of the requirements of this Paragraph 55(a) and (b), as applicable; iv. Security personnel sufficient to ensure that the Premises and surrounding areas are not negatively impacted; and V. Accurate records are kept, generally accepted cash handling practices are followed, and regular bank drops are made. (c) The parties acknowledge that the sale and possession of marijuana is currently permitted under certain circumstances under California state law but is prohibited by Federal law. In the event that the Applicable Requirements, ordinances or policies change and / or interpreted in a way such that the Project or the Premises could, in any way whatsoever, be subject to Federal or local prosecution or forfeiture, Lessor, in its sole and subjective discretion, may terminate the Lease on thirty (30) days prior written notice to Lessee. After providing such notice and Lessee paying the Base Rent for such thirty (30) day period and surrendering the Property in accordance with the terms of the Lease, Lessee shall be relieved of any and all further obligations under this Lease. Lessee shall indemnify and hold harmless the Lessor, the Lessor's officers, directors, members, managers, employees, attorneys, agents and independent contractors from any and all liability, costs, damages and/or other causes of action arising from or in any way related to the Lessee's use of the Premises, including, but not limited to actual, consequential and punitive damages, Lessor's attorney fees, court costs, expert witness fees and any and all other damages, which may include the replacement cost of the Premises in the event of forfeiture. 59. Breach of Paragraph 55 or 56; Lessor's Remedy. In the event that Lessee violates or fails to ensure enforcement of any of the provisions of Paragraph 55 or 56, then Lessee shall be deemed to have materially breached the Lease. If such material breach occurs, then Lessor shall have the right, but not the obligation, to terminate this Lease upon three (3) days' written notice to Lessee of (i) Lessee's breach of Paragraph 55 or 56, (ii) a statement by Lessor specifying Lessee's breach, and (iii) a statement that the Lease shall terminate upon the end of the third (Yd) day following delivery of notice by Lessor. Alternatively, Lessor may choose to continue the Lease upon Lessee curing the breach. Lessor shall have absolute discretion as to which option, if any, it chooses upon Lessee's breach of Paragraph 55 or 56, and any waiver by Lessor of any such breach by Lessee shall not excuse future breaches or lack of performance by Lessee. 60. Indemnity. The provisions of Paragraph 8.7 of the Standard Lease shall survive the expiration or earlier termination of this Lease. 61. Assignment and Subletting. Lessor shall not unreasonably withhold its consent to an assignment of the Lease or sublet the Premises; provided, however, that Lessee expressly acknowledges and agrees that it shall be reasonable for Lessor to withhold its consent to any assignment or subletting if, among other things, any of the following issues exist: (a) the proposed assignee's or sublessee's background checks are not reasonably satisfactory to Lessor; (b) any Default exists under the Lease or any event has occurred which with notice or the passage of time or both would constitute a Default; (c) the proposed assignee's or sublessee's use of the Premises is intended to be different than Lessee's use (and such use shall be subject to the review and approval of Lessor, which shall not be unreasonably withheld); (d) the proposed assignee's or sublessee's use of the Premises may not comply with all local and State Applicable Requirements; (e) the proposed assignee's or sublessee's reasonable financial capacity to meet its obligations with respect to its lease or the Premises, or (f) the proposed assignee's or sublessee's (or its principals') business reputation, credit history and rent payment history. In addition, Lessor's consent shall be subject to and conditioned upon compliance with reasonable standards and conditions required by Lessor, including, without limitation: i. The proposed assignee/sublessee must be approved or permitted and licensed by the City of Lake Elsinore and any other applicable State of California regulatory agency to engage in Cannabis Use at the Premises; ii. Lessor's receipt from Lessee, not less than sixty (60) days prior to any proposed transfer, of a written request for Lessor's consent which request shall set forth (A) the name of the proposed assignee or sublessee, (B) the financial details and other terms of any proposed transfer, (C) the type and history of the performance of the business of any proposed transferee and (D) such bank, credit, tax returns, financial and other reasonable information concerning any proposed transferee as Lessor may reasonably require. iii. Use of a form of document approved by Lessor. iv. Payment to Lessor of one hundred percent (100%) of any amount by which the rent paid or to be paid to Lessee as a result of any transfer under Paragraph 12 of the Lease exceeds the rent then payable by Lessee under this Lease (or, in the case of a sublease or other transfer of a portion of the Premises, in excess of the rent payable by Lessee on a square footage basis under this Lease). Lessee understands, acknowledges and agrees that Lessor's right to recapture any consideration paid in connection with an approved assignment or subletting is a material inducement for Lessor's agreement to lease the Premises to Lessee upon the terms and conditions set forth herein. The foregoing shall not be deemed to be a consent by Lessor to any assignment or sublease of any portion of the Premises for which consent is required pursuant to the terms of the Lease. 7 V. Reimbursement to Lessor of any otherwise unreimbursed fees, costs or expenses incurred by Lessor to consider and document any proposed assignment or sublease. 62. Breach by Lessor. If Lessor shall default in the performance of any of its obligations under this Lease (after notice and opportunity to cure as provided herein), Lessee's exclusive remedies shall be an action for specific performance or for actual damages. Notwithstanding any contrary provision herein, Lessor shall not be liable under any circumstances for injury or damage to, or interference with, Lessee's (or any other party's) business, including, but not limited to, loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use or any other indirect, consequential or special damages, in each case, however occurring, except to the extent resulting from the gross negligence or willful misconduct of Lessor. 63. Limitation of Lessor Liability. Without limiting anything set forth in the Standard Lease, including, without limitation, Paragraph 20 of the Standard Lease, it is expressly understood and agreed that notwithstanding anything in this Lease to the contrary, Lessee acknowledges and agrees that all persons dealing with Lessor must look solely to the interest of the Lessor in the Premises for the enforcement of any claims against or liability of the Lessor. No present or future employee, trustee, agent, or member of Lessor shall have any personal liability directly or indirectly, and recourse shall not be had against any such present or future employee, trustee, agent, or member of Lessor under or in connection with this Lease or the Premises. Lessee on its behalf, and on behalf of any and all of its successors and assigns, hereby waives and releases any and all such personal liability and recourse. 64. Notices. Notices required or permitted under the Lease shall be addressed as follows: Lessee: Vert Lake Elsinore LLC c/o Saif Alchi 416 South Magnolia Ave El Cajon, CA 92020 saif.alchi ,alchienterprises.com Lessor: Frederick Thomas Scalzo Trust c/o Timothy J. Scalzo, Successor Trustee 31877 Corydon St., Suite 160 Lake Elsinore Ca 92530 IM Donna M. Ostermiller P.O. Box 1660 San Juan Capistrano, CA 92693 With a Copy to: Rutan & Tucker, LLP Attn: Toni Agajanian 8 611 Anton Boulevard, 14th Floor Costa Mesa, CA 92626-7681 Email: tagajanian@rutan.com 65. Signs. No signage shall be permitted that identifies Lessee or any other occupant by reference to cannabis, marijuana, or any symbols of any kind by which is could logically be inferred that Lessee or any other occupant is in the business of utilizing the Premises for Cannabis Use, without the express prior written consent of Lessor, which may be given or withheld in Lessor's reasonable discretion, and with a permit from the City of Lake Elsinore. Any such signage shall be subject to all Applicable Requirements and the CC&Rs. 66. Lessor Termination Option. In the event Lessee fails to secure its Cannabis Business Permit, CUP and/or any State Approvals within one hundred eighty (180) days after the Effective Date ("Approvals Deadline"), then Lessor or Lessee may terminate the Lease upon written notice to the other party delivered within thirty (30) days after the Approvals Deadline until the date that Lessee delivers to Lessor evidence that Lessee has obtained its Cannabis Business Permit, CUP and all State Approvals, and in such event Lessor shall retain the entire Security Deposit, the legal fees paid to Lessor at Lease execution and the Lease Commitment Fee, and the Parties shall thereafter have no further obligations hereunder, except those that expressly survive the expiration or termination of the Lease. In the event that Lessee has prepaid any Base Rent or Additional Rent beyond the termination date, then such prepaid Base Rent or Additional Rent shall be returned to Lessee within thirty (30) days after such written notice of termination pursuant to this Section; however, under no circumstances will Lessee be refunded any rent or other payments made for months prior to or including the notice of early termination. 67. Association Approval. This Lease is subject to, and shall become effective upon, the written consent of the Board of the Association as such terms are defined in that certain Declaration of Restrictions for Blue Lake Industrial Condominium Ownership recorded on August 5, 2003 as Document No. 2003-592581 of the Official Records of Riverside County, California ("CC&Rs"). Lessee shall furnish to Lessor such information as may be reasonably necessary to obtain such consent, and shall enter into such agreements among Association, Lessor and Lessee as the Association may reasonably require pursuant to the CC&Rs in connection with giving its consent to this Lease. Any delay in the Association furnishing such consent shall be deemed to extend the Expiration Date such that the Expiration Date shall be adjusted to the date that is sixty (60) full calendar months following the receipt of the Association approval. If such consent is denied, this Lease shall thereupon terminate and be of no further force or effect. If such consent is not obtained on or before the Approvals Deadline, then Lessor may cancel this Lease by notice to Lessee, in which event the Parties shall thereafter have no further obligations hereunder, except those that expressly survive the expiration or termination of the Lease. Upon receiving written consent from the Association, Lessor shall promptly deliver a copy thereof to Lessee. 68. Holding Over. If Lessee fails to surrender the Premises upon the expiration or earlier termination of the Term without the express written consent of Lessor, Lessee shall become a tenant -at -sufferance, and Lessee shall remain responsible for the payment of all monetary obligations due and payable by Lessee under the Lease. Acceptance by Lessor of rent after such 9 expiration or earlier termination of the Term shall not result in any renewal of the Term. The foregoing provisions are in addition to and do not affect Lessor's right of re-entry or any other rights or remedies of Lessor hereunder or as otherwise provided at law or in equity, or both. If Lessee fails to surrender the Premises upon the expiration or earlier termination of the Term, Lessee shall indemnify and hold Lessor harmless from and against any and all losses, costs, damages and liability (including actual attorneys' fees and costs, and court costs), direct or indirect, which Lessor may suffer as a result of Lessee's failure to surrender the Premises. 69. No Recording of Lease. Notwithstanding anything in the Standard Lease to the contrary, Lessee shall not record this Lease or a memorandum thereof in the Official Records of the Riverside County Recorder. 70. Coon#emarts. This Lease may be executed in one or more counterparts by separate signature (which may be copies or .pdf format), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, binding on all parties hereto, even though all parties are not signatories to the original or to the same counterpart. Any counterpart of this Lease that has attached to it separate signature pages, which together contain the signatures of all parties, shall for all purposes be deemed a fully -executed instrument, and in making proof of this Lease, it shall not be necessary to produce or account for more than one such counterpart. 71. Survival of Obligations. Any obligations of Lessee occurring prior to the expiration or earlier termination of the Lease shall survive such expiration or earlier termination. 72. Air Filtration and Odors. Lessee shall, in compliance with all applicable provisions of this Lease pertaining to Alterations to the Premises, install such air filtration systems as may be required by the City of Lake Elsinore so that no marijuana or other objectionable odors emanate from the Premises. 73. Illegality of Purpose. Lessor and Lessee expressly agree that the possession, cultivation and distribution of marijuana remain illegal under Federal law. However, the possession, cultivation and distribution of marijuana are legal under California law under certain circumstances. To the largest extent allowed, Lessor and Lessee waive any defense to the enforcement of this Lease based upon an "illegality of purpose," other related theory of law and/or equity and both parties mutually agree that this Lease shall remain fully enforceable in accordance with its terms despite the Federal illegality of marijuana. 74. Lessor Not a Party to Lessee's Use. The Parties acknowledge and agree that Lessor is not a party to Lessee's use of the Property, nor is Lessor deemed to be in possession nor does Lessor cultivate, process and/or distribute medical marijuana. Lessee is solely responsible for any and all activities that take place on or near the Premises and Lessor is in no way whatsoever connected with Lessee's business and/or operations on the Premises. 75. Lessee Information. Upon the execution of this Lease, Lessee shall provide to Lessor for each principal of Lessee a copy of such principal's driver's license, social security card, home address, home phone number and mobile phone number. [Signatures on Following Page] 10 IN WITNESS WHEREOF, the Parties hereto have executed this Addendum as of the date first written above. :L890R: r f Donna M. Ostermiller THE FREDERICK THONJAS SCALZO SEPARATE PROPERTYRUST DATED FEBRUA 7, By: 8 Scalzo, Successor Trustee LESSEE: VERT LAKE ELSINORE LLC, a California limited liability company By: Name:�c& r— At c- ` Title: t -4? -.q oka car 11 A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Orange ) On I] (C) (2-019 before me,AlQA- ''U '` Notary Public, personally appeared 1-7IrAp j -H X 1 ScAacpwho proved to me on the basis of satisfactory evidence to be the person(g) whose n e(o) Ware subscribed to the within instrument and acknowledged to me that he/sh@Ahey executed the same in his/h,*Ahai authorized capacity(4es•), and that by his/her signature(g) on the instrument the person(, or the entity upon behalf of which the person($) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. : HEMANSHU P. BADANI _-,� COMM...2257720 an p1@ UBLIC•CALIFORNIA Signature MINGE COUNTY LJ My Term Exp. Oct. 7, 2022 A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Orange ) On 20 I/ , before me, ,Nary blit, personally appearedllooN Ml •05m_k'M1LLs & who proved to me on the basis of satisfactory evidence to be the person(pr) whose name(s) is/are subscribed to the within instrument and acknowledged to me that -lie/she/they executed the same in his/herh4eip authorized capacity(ies), and that by 4ris/her/their- signature(g) on the instrument the person($), or the entity upon behalf of which the person($) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. HEMANSHU P. BADANIm U CCMM...2257720 • 4� Y PUBLIC -CAI IF•ORNiA Signature Iifl VARANGE COUNTY W x my Term Exp. Oct. 7, 2022 [ACKNOWLEDGMENT PAGE TO ADDENDUM] 12 A Notary Public or other Officer completing this certificate verifies only the identity of the individual who signed the document to which this ccrtificate is attached, and not the truthfulness, accuracy, or validity of that document. OFFICIAL CALIFORNIA NOTARIAL CERTIFICATE OF ACKNOWLEDGMENT State of California County of San Diego On October 31, 2019 before me, Lisa Shango, Notary Public personally appeared Saif Wafir Alchi who proved to me on the basis of satisfactory evidence to be the personk�whose nameko is/,are-subscribed to the within instrument and acknowledged to me that he/*e7Akcy executed the same in hisl/herilxktir authorized capacity(, and that by his/*/t*it signatureeon the instrument the person; or the entity upon behalf of which the person*acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the forgoing paragraph is true and correct WITNESS my hand and official seal. • LISA SHANGO NO PUBLIC S GNATU kf Commission No. 2242938 NOTARY PUBLIC -CALIFORNIA 2 SAN DIEGO COUNTY 04. y Comm. Expires JUNE 14, 2022 ADDITIONAL INFORMATION DOCUMENT INFORMATION Document Type: Addendum to: Standard Industrial/Commercial Single -Tenant Lease - Net Date of Document: October 31, 2019 TYPE OF IDENTIFICATION f Satisfactory Evidence —Acceptable Identification One Credible Witness acknowledging identity of principal [ ] Two Credible Witnesses acknowledging identity of principal EXHIBIT A COMMENCEMENT LETTER March 1 2020 Frederick Thomas Scalzo Separate Property Trust dated February 27, 2018 Re: Commencement Letter with respect to that certain Standard Industrial/Commercial Lease dated November 1St, 2019 ("Lease") by and between Frederick Thomas Scalzo Separate Property Trust dated February 27, 2018 ("Lessor"), as Lessor, and Vert Lake Elsinore, LLC, a(n) California Limited Liability Company ("Lessee"), as Lessee, for certain premises located at 31875 Corydon St., Unit 120, Lake Elsinore, CA 92530 ("Premises"). Initially capitalized terms used herein and not otherwise defined shall have the meanings given in the Lease. Dear Mr. Scalzo, In accordance with the terms and conditions of the above referenced Lease, Lessee hereby accepts possession of the Premises and agrees as follows: 1. The Commencement Date of the Lease is November 1St, 2019. 2. The Additional Premises Commencement Date of the Lease is%' , 2020. 3. The Expiration Date of the Lease is October 31, 2024. 4. Lessee shall pay the following amounts as Base Rent for the Premises for the Original Term of the Lease: Months ates Monthly Base Rent Current Premises 1-12 II/l/2019-10/31/2020 $12,000.00 13-24 11/l/2020-10/31/2021 $12,500.00 25-36 11/1/2021-10/31/2022 $12,750.00 37-48 11/1/2022-10/31/2023 $13,005.00 49-60 — 60 111/1/2023-10/31/2024 $13,265.10 Months ]Dates ]Monthly Base Rent Additional Premises 1-12 /1/2020-10/31/2020 $7,900 13-24 11/1/2020-10/31/2021 $8,058 25-36 11/1/2021-10/31/2022 $8,219.16 37-48 111/1/2022-10/31/2023 $8,383.54 49 — 60 111/1/2023-10/31/2024 $8,551.21 -1- Sincerely, LESSOR: THE FREDERICK THOMAS SCALZO SEPARATE PROPERTY TRUST DATED FFRRI JARY 27. 2018 By: Name: Donna M. Ostermiller ry: Name: Timothy J. 20 Title: Successor istee AGREED AND ACCEPTED: LESSEE: VERT LAKE ELSINORE LLC, a California limited liability company By: Name: Saif Alchi Title: Managing Member -2- A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange �1 On �c�-moi.-. �ti, (� , before me, p , Notary Public, personally appeared Donna M. Ostermiller, who proved to me on the basis of satisfactory evidence to be the person(4 whose name(o is/ate subscribed to the within instrument and acknowledged to me that-he/she4hey executed the same in#"her/dwir authorized capacity(ies-), and that by 4iWher/theirsignature(p) on the instrument the person(A), or the entity upon behalf of which the person($) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS m hand and official seal., �..,:, HEMANSHU P, BADANI COMM -2257720m ~� U •" NOTAAY PUDLIC•CAUFORNIA ® �� ANGB CDUNTY WSignature (� Exp, Oct. 7, 2022 A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Orange ) t On [' 0 --AP--- Drt, `� , before me, -he -A"'- rNotaryy Public, personally appeared Timothy J. Scalzo, who proved to me on the basis of satisfactory evidence to be the person(,) whose name(K) is/am subscribed to the within instrument and acknowledged to me that he/sheAkeyexecuted. the same in his/her i& authorized capacity(ies), and that by his/hetAheh - signature(g) on the instrument the persono, or the entity upon behalf of which the person(o acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS nay hand and official seal. n HEMANSHU P. BAD Al COMM 2257720 D . " NOTARY PVk1C•CAUFORNlA -{ -� RANGE COUNTY b) Signature� Sdm Exp. Oct, 7, 2022 ACKNOWLEDGMENT PAGE TO COMMENCEMENT LETTER ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of RIVERSIDE On MARCH 09/2020 before me, ANGEL LAGUNAS/ NOTARY PUBLIC (insert name and title of the officer) personally appeared SAIF ALCHI who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and o i ial seal. ANGELLAGUNAS Notary Public - California QRiverside County Commission # 2294333 My Comm. Expires Jun 22, 2023 Signature �{ (Seal)