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HomeMy WebLinkAboutPA 2018-33 - Exhibit F Amended Business DescriptionCITY OF LAKE ELSINORE CANNABIS BUSINESS PERMIT [AMENDED] COMPREHENSIVE PROJECT DESCRIPTION FOR IE LICENSING LLC Prepared on behalf of David Hargett and IE Licensing, LLC, by: CHERNIS LAW GROUP, P.C. 2425 OLYMPIC BOULEVARD, SUITE 4000-W SANTA MONICA, CALIFORNIA 90404 TEL: (310) 566-4388 TABLE OF CONTENTS A. EXECUTIVE SUMMARY [Amended] ................... .................. ............... ............................................ 1 B. PROJECT PROPONENTS...........................................................................--...................................2 1. Applicant's Background...................................................................................................................3 2. CO2 Extraction and Manufacturing Experience...............................................................................3 3. Cultivation Experience [Amended] ................................................ —........................ ....................... 4 4. CBD And Industrial Hemp...............................................................................................................5 5. Innovative Nutraceuticals.................................................................................................................5 6. THC Extraction — Innovative Extractions, UNA............................................................................12 C. PROJECT LOCATION.......................................................................................................................13 1. Proposed Business Premises [Amended].......................................................................................13 2. Owner Association Approval and Surrounding Uses [Amended], ........ ................. ............... ...... 14 D. OPERATIONAL CHARACTERISTICS............................................................................................15 1. Summary of Operations [Amended]...............................................................................................15 2. Manufacturing................................................................................................................................15 3. Cultivation [Amended]..................................................................................................................22 4. Description of Retail Operations [Amended]................................................................................25 5. Description of Distribution Activities............................................................................................25 6. Types of Licenses Sought [Amended),.. ......................................................................................... 26 7. Proposed Size of Premises [Amended]..........................................................................................26 8. Proposed Floor Plan [Amended]....................................................................................................26 9. Estimated Annual Production.........................................................................................................27 10. Local County/State and/ or Federal Permits [Amended]................................................................28 11. Projected Staffing and Salary Information [Amended]..................................................................28 12. Payroll Processing and Tax Withholding.......................................................................................29 13. Point of Sale Software....................................................................................................................29 14. Product Transportation and Security ..............................................................................................31 15. Concealed Weapons.......................................................................................................................31 16. List of Hazardous Materials...........................................................................................................31 1E LICENSING, LLC — COMPREHENSIVE PROJECT DESCRIPTION -I- A. EXECUTIVE SUMMARY jAsrwndedj IE Licensing, LLC ("IE Licensing"), is a California limited liability company seeking a cannabis business permit from the City of Lake Elsinore to engage solely in (1) Manufacturing (specifically, non-volatile CO2 extraction) and the subsumed associated activities of infusion, processing, packaging; (2) ancillary distribution of its manufactured cannabis products; (3) ancillary retail sale; and (4) cultivation, all of which is authorized under the City of Lake Elsinore's Ordinance No. 2017-1383 and the Medical and Adult Use Medical Cannabis and Regulation Act (MAUCRSA). To do so, IE Licensing will seek M- and A -Type -6 (non-volatile manufacturing), M- and A -Type -11 (distributor), Type 10 (retail) and M- and A- Type IA cultivation licenses from the State of California. The manufacturing, retail, cultivation and ancillary distribution activities are to take place at 31885 Corydon Road, Units 130, 140 & 150, Lake Elsinore, California 92530 ("Business Premises"), which is in a manufacturing -heavy area that is surrounded by other industrial businesses. The Business Premises consists of Unit 130 (1,850 SF) which would be used for a small cultivation, Unit 140 (1,550 SF) which would be used for the manufacturing and related processes and distribution activities, and Unit 1.50 (1,450 SF), to be used for ancillary retail and office functions associated with the three licensed activities. The three business units will be interconnected so as to allow internal transfers of cannabis products between licensed operations completely within the Business Premises so as to ensure safety. David Hargett is the sole member and owner of IE Licensing, and he will manage the licensed business activities. Mr. Hargett brings a passion for helping people with medical cannabis products with nearly a decade in the medical cannabis industry. Most importantly, he brings five years of experience in non-volatile cannabis extraction primarily focused on extraction of cannabidiol (CBD)—a non -psychoactive compound—from industrial hemp and infusion of CBD into a range of products used by medical patients. Mr. Hargett is an ideal candidate for cannabis permits in Lake Elsinore as a member of the community and an existing local business owner with an unblemished track record. Mr. Hargett is a seven-year resident of Lake Elsinore and has for more than five years has leased property at 31887 Corydon Road, where he produces several lines of organic CBD products sold in grocery stores and health stores throughout the country. During this time, he has also leased 31885 Corydon Road (the proposed location for the instant cannabis businesses) and used it for storage. Mr. Hargett's existing CBD business employs approximately a dozen workers in Lake Elsinore. Thus, Mr. Hargett and his businesses have a positive track record with the community and with his landlord for unit 140—a retired Fire captain and strong proponent of Mr. IIargett's instant application. Mr. Hargett has no criminal convictions, other than minor driving infi•actions, a further testament to his character and fitness to ran a cannabis business in Lake Elsinore. IE Licensing projects annual revenue of over $2 million across the proposed licensed activities, and expects to employ at the beginning of operations at least eight and perhaps as many as 10 full-time employees, creating economic benefits and tax revenue for the City of Lake Elsinore and its residents. Because of the nature of Mr. Hargett's operation, there will be no negative impact on the premises or the community from IE Licensing's proposed activities, in that it does IE LICENSING, LLC - COMPREIIENSIVE PROJECT DESCRIPTION -I- not require the use of toxic or volatile solvents for the manufacturing or cultivation process, generate an offensive odor, or require extensive build -out. Moreover, all products manufactured and cultivated by IE Licensing will be 100% natural and organic. IE Licensing employees working in the facility and consumers using the products will never be exposed to any toxic materials, either used in the extraction or the cultivation process, or additives to which cannabis oil will be added. Finally, IE Licensing has prepared a comprehensive Security Plan and Fire Plan, which are being submitted concurrently with this application, along with the Conditional Use Permit application. The Security Plan calls for a number of standard and common sense measures to be taken, including exterior surveillance cameras, exterior door alarms with 24-hour monitoring, motion sensors, electronic keypads for all exterior doors, 24-hour on-site security personnel, exterior lighting, audible interior alarms monitored by a State -licensed security company, a vault to secure any cash, a locked inventory room for cannabis products with 24/7 surveillance and key card entry, and extensive video surveillance within the facility. B. PROJECT PROPONENTS • Permit Ap lip cant: IE Licensing, LLC Applicant Entity Type: California Limited Liability Company. A copy of the Articles of Incorporation for IE Licensing, LLC, filed November 2, 2017, and Statement of Information, filed March 22, 2018, are attached as EXHIBIT 1. Persons with Ownership Interest of 5% or more: David Hargett is the sole member of the Applicant, and thus the only person with a financial interest. Convictions/Infractions: Mr. Hargett has no prior criminal cases or convictions other than minor vehicle code violations. See table below for complete list of infractions for David Hargett. Case Number Date Filed Char e s Jurisdiction Status LE53851DII 4/25/2017 VC 21461(a) Superior Court — Southwest Closed Justice Center LE3869ODH 11/3/2014 VC 23123(3a)' Superior Court — Southwest Closed PC 1214.1 Justice Center PC 1214.1 a LE34226DH 3/5/2014 VC 21453(a) Superior Court — Southwest Closed Justice Center TE112429DH 4/22/2013 VC 23123(a) SuperiorCourt — Temecula Closed VC 26708(a)( 1 'S ' A violation of Vehicle Code section 21461(a) is for failure to obey traffic signs/signals. 'A violation of Vehicle Code section 23123(x) is for using a wireless phone while driving unless it is a "hands-free" device. 3 A violation of Penal Code section 1214.1 is for failure to appear in court or failure to pay a fine. 4 A violation of Vehicle Code section 21453(a) is for blocking the crosswalk at a traffic intersection. IE LICENSING, LLC —COMPREHENSIVE PROJECT DESCRIPTION -2- Case Number Date Filed Charge s Jurisdiction Status VC 14600(a)' 1. Applicant's Background Mr. Hargett is 34 years old and for the last seven years has lived in Lake Elsinore. He grew up in Oceanside, California, and graduated from Chaparral High School in Temecula, California. Mr. Hargett's first career was in the construction industry. Ile sold windows and doors for custom homes and commercial developments throughout California. Consistent with his nature and work ethic, Mr. Ilargett distinguished himself from other sales reps by researching in depth every product he sold, including visiting the manufacturers' factories to learn how each type of window was designed and assembled. In the eight years Mr. Hargett sold windows, he reached annual sales of over $1 million each year. Ultimately, the economic recession that began in 2008 and collapsed the construction industry forced Mr. Hargett to change careers. This turned out to be a blessing in disguise, as it inspired Mr. Hargett to explore the burgeoning medical cannabis industry. In 2009, Mr. Hargett began working with a retail medical cannabis collective in the Pacific Beach neighborhood of San Diego. Mr. Hargett worked for several years at that dispensary. Ultimately, he left that business when the San Diego District Attomey's Office gave notice that it did not consider collectives to be legal. Rather than operate on questionable legal ground, Mr. Hargett opted to leave that collective and instead learn medical cannabis cultivation, working with two different collective cultivation operations. For five years, he worked on a large farm with greenhouses near Warner Springs, California, and a clone nursery for immature plants in Hemet, California. In each operation, Mr. Ilargett emphasized using organic, pesticide -free methods of plant cultivation to ensure quality and safety for consumers. While successful in the cultivation space, Mr. Hargett sought to concentrate on creating products more focused on treating medical conditions, and to that end did not believe products that were consumed by smoking were consistent with his goals. He adopted the view that extracted concentrates and infused cannabis products offered a more legitimate and recognized pathway for medical treatment than smokable products. This led Mr. Ilargett in approximately 2013, to become more educated and involved in manufacturing processes, and in turn to develop his Innovative Extraction and Innovative CBD brands, and the CO2 extraction machinery and methods those brands utilize. 2. CO2 Extraction and Manufacturing Experience When Mr. Hargett decided to enter the extraction business in 2013,.the methods then commonly used required volatile solvents like butane and propane for extraction. Even existing CO2 technology still required post -extraction processing with ethanol or similarly hazardous materials. Ile did not believe existing extraction technology was adequate to create the safest s A violation of Vehicle Code section 26708(a) is for affixing objects on rear or side window, i.e., tinted windows. ' A violation of Vehicle Code section 14600(a) is for failing to notify the DMV of moving residences within 10 days. IE LICENSING, LLC —COMPREHENSIVE PROJECT DESCRIPTION -3- products possible. Rather than use what he deemed inadequate technology, Mr. Hargett invented his own super critical (high pressure) CO2 machinery and developed his own extraction methods. Mr. Hargett's methods require absolutely no volatile solvents and no post -extraction processing. The technology and product are truly unique. In approximately 2014, Mr. Hargett began using this proprietary non-volatile solvent -less extraction technology for cannabis extraction and infusion. Thus, Mr. Hargett has more than five years of experience with extraction and processing of cannabis oils, both for extraction of cannabidiol (CBD)—a non -psychoactive compound—from industrial hemp, as well as to a lesser extent extraction of the cannabinoid tetrahydrocannabinol (THC), which is commonly associated with having psychoactive properties, and using those extracted oils to manufacture tinctures, salves, topical products, capsules for oral ingestion, and oil for vaporizers. Importantly, Mr. Hargett invented the technology he uses. In that regard, Mr. Hargett has on a very limited basis manufactured these machines for and licensed the proprietary technology to third parties, through Innovative Extractors, LLC. This entity, for which Mr. Hargett is the sole member, designs and assembles the extraction systems used by Innovative Nutraceuticals, LLC through which Mr. Hargett manufactures and sells CBD products). Innovative Extractors is based in Lake Elsinore. A copy of its Articles of Organization, filed August 7, 2015, and Statement of Information, filed September 6, 2017, are collectively attached as EXHIBIT 2. The Innovative Extractors' machinery has countless applications beyond cannabis. It is worth noting emphasizing that the extraction system and associated processed used by Mr. Hargett, employ no volatile solvents, either during the extraction or post extraction — or "winterization"— process. This means, in short, that no hazardous materials are involved in his process and no hazardous materials will be stored or used onsite. Mr. Hargett's extraction methods are further described below in Section D. The bulk of Mr. Ilargett's business since 2014 has focused on applying his technology and process to the manufacture by Innovative Nutraceuticals of high quality CBD products sold under the brand, "Innovative CBD." The same processes, however, are applied to THC extraction, although because of various issues, including the challenges of running a compliant medical cannabis collective and the confusion surrounding the pre-MAUCRSA medical cannabis laws, THC extraction has been a much smaller component of Mr. Hargett's business. 3. Cultivation Experience fAmended] Mr. Hargett has been engaged in home cultivation under in compliance with medical marijuana laws since 2005. Mr. Hargett from 2007-2010, as part of a legal collective operating in compliance with the California Medical Marijuana Program Act (2003), maintained a large scale medicinal marijuana cultivation using green houses in Warner Springs, California fusing organic soil and cultivation practices. Then, from 201.0-2013, Mr. Hargett operated a nursery business in Hemet that specialized in clones and teen plants that he supplied to dispensaries and medical marijuana cultivation facilities. Mr. Hargett is an expert in propagation, soil blending, hydroponic cultivation, and grow room facility design. Mr. Hargett's cultivation methods IE LICFNSING, LLC — COMPREHENSIVE PRO.IFCT DESCRIPTION -4- emphasized using organic, pesticide -free methods of plant cultivation to ensure quality and safety for consumers. Furthermore, in connection with his CBD business (discussed below), Mr. Hargett often visited cultivation facilities to inspect processes and growing methods before utilizing the botanicals and biomass in his products. As a consequence, Mr. Hargett is fully familiar with various cultivation methods and best practices. 4. CBD And Industrial Hemp' Mr. Hargett is a sophisticated producer of organic CBD -based medical cannabis products and has made it his life's mission to use these products help individuals with serious, and sometimes life- threatening illnesses obtain needed medicine. CBD is a non -psychoactive chemical compound derived from industrial hemp that is associated with a wide variety of medical benefits. Importantly, CBD does not get people "high" and is not illegal under federal law.8 Mr. Hargett has become known as one of the leading producers of CBD products in the United States, and his products are widely noted from their medicinal value. He is well-respected in the industry for his knowledge and the quality of his products and is often asked to speak at conferences on topics relating to CBD as a treatment modality, including the Autism Hope Summit,9 the 4th Annual Cannabis World Congress and Business Summit Exposition,10 in Los Angeles, and the 2017 Cannabis Health Summit." 5. Innovative Nutraceuticals Mr. Hargett operates his CBD extraction and manufacturing business through the entity Innovative Nutraceuticals, LLC, of which he is the Managing Member and sole -member. Innovative Nutraceuticals was founded in 2014.12 Innovative Nutraceuticals is a California "Industrial hemp" is fiber or oilseed crop that is limited to types of the plant Cannabis sativa L. and contains legs than 0.3% of tetrahydrocannabinol (THC), which is the cannabinoid in the cannabis plant associated with psychoactive effects. See Health & Saf. Code § 11018.5(a). B This is an interesting and complicated issue, that is beyond the scope of this project. Suffice it to say that the Federal Controlled Substances Act exempts from the definition of illegal "marijuana" the mature stalks and fiber from the mature stalks of the plant, derivatives, and compounds manufactured or processed from the stalks or mature fiber (which includes oil), oil or cake made from the seeds or any other derivative or compound from the seeds, and sterilized seeds incapable of germination. In short, not all components or derivatives of the cannabis plant are illegal, and CBD derived from such components is thus not illegal federally. Moreover, the federal Agricultural Act of 2014 defines "industrial hemp" as cannabis plants and derivatives with a THC `concentration of not more than 0.3 percent on a dry weight basis" and exempts such materials from the reach of the Controlled Substances Act under certain conditions. In any case, industrial hemp and derivative CBD products are not subject to the licensing and permitting requirements of cannabis or cannabis products under the MAUCRSA because CBD products are not considered "cannabis" under California law. 9 Information available at: https://www.autismhopesummit.com/speakers/. to Information available at: http://s23.a2zinc.net/clients/LF-Expos/CWCBExpoLA2017/Public/ Speakers.aspx2sortMenu=106003 Information available at: https://www.leamgreenflower.com/courses/112/cannabis-health-summit-2017. 12 Initially, the company was formed with the name Innovative Extractions, LLC. In 2015, it underwent a name change to Innovative Nutraceuticals. IE LICENSING, LLC -- COMPREHENSIVE PROJECT DESCRIPTION -5- limited liability company engaged in the extraction of CBD from industrial hemp and manufacture of CBD -infused products under the brand name, "Innovative CBD." A copy of its Articles of Organization, filed December 22, 2014; Amendment to Articles of Organization, filed June 10, 2016; Statements of Information filed March 18, 2015 and September 6, 2017; Seller's Permit; and Federal Employer Identification Number (FEIN) are collectively attached as EXHIBIT 3. Innovative Nutraceuticals (formerly named Innovative Extractions LLC) obtained a business license from the City of Lake Elsinore in 2016 to conduct its CBD business. Copies of the business licenses issued by Lake Elsinore are collectively attached as EXHIBIT 4. This business currently operates from a neighboring location to the one for which IE Licensing is now seeking a cannabis permit.13 The Innovative CBD brand is a registered trademark with the U.S. Patent and Trademark Office (USPTO) for "topical analgesics; tinctures, namely, herb extracts; herbal anti-inflammatory salves; all of the foregoing containing hemp oils or extracts and CBD." A copy of the registration information from the USPTO is attached as EXHIBIT 5. Innovative Nutraceuticals imports from Spain industrial hemp and hemp oil derived from industrial hemp to manufacture Innovative CBD -branded products. The shipping process is transparent in terms of the contents and handled by a respected shipping company with all necessary export paperwork. The shipping documents indicate the percentages of THC and CBD in the hemp material. Each box shipped from Spain has attached to it invoices clearly displaying the contents along with a letter from Mr. Hargett's legal counsel to the United Stated Department of Agriculture discussing the contents and their legality. The Innovative CBD products are commonly sold in health food and grocery stores throughout the country. All Innovative CBD products are sourced from organic materials, and clearly state all the ingredients on the packaging. Sample Innovative CBD labels are attached as EXHIBIT 6. Additionally, a sample of the current product line for Innovative CBD is below. An exemplar advertisement for Innovative CBD products is attached as EXHIBIT 7. 13 In or about July 2016, Mr. Hargett applied for two different business licenses from the City of Lake Elsinore: a business license under Innovative Extractors, LLC to engage in "retail sale and manufacturing of machinery" (extraction systems) and a business license under Innovative Extractions, LLC (the prior name for Innovative Nutraceuticals, LLC) to engage in "retail sale and manufacturing of topicals." The City agreed to both licenses but only issued a single license in the name of Innovative Extractions, LLC and Innovative Nutraceuticals, LLC to conduct "RETAIL SALES & MANUFACTURING OF MACIIINERY." 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WOOD • z,w.w – rG. .1. x+ uiexst M[T,tld taxu� i.--. `� IE LICENSING, LLC — COMPREHENSIVE PROJECT DESCRIPTION -7- Stores Selling Innovative CBD Products Billies Health Food Center Herb N Health Suzanne's Natural Foods 313 SE Osage 509 E 2nd Ave 3106 S Connecticut Ave Bartlesville, OK 74003 OK 74055 Joplin, MO 64804 health World Natural Foods _Owasso, Rock Creek Herbs & Vitamins Nature's Paradise 2906 N 14th St 11 W Teel Rd 11611 W 6th Ave Ponca City, OK 74601 Sapulpa, OK 74066 Emporia, KS 66801 Wholefoods Ozark Herb & Spice Mary's Natural Foods 123 N Cleveland Ave 1501 SE Walton Blvd 220 S Thompson St Cushing, OK 74023 Bentonvillle AR 72712 S rin dale AK 72764 Ozark Natural Foods Pearson's Natural Food MaMa Jean's Natural Market - 1554 N. College Ave. 131 W Owen K Garriott Springfield Fayetteville, AR 72703 Enid, OK 73701 1727 S Campbell Ave S rin field MO 65507 Squash Blossom Natural Foods Mama Jean's Natural Market Mr. Nutrition 5005 Dora Rd #2 2308 Fayetteville Rd Dora, AR 72956 1110 East Republic Rd. Van Buran, AR 72956 S rin *field MO 65807 MaMa Jean's Natural Market - Olde Fashioned Foods The Health Patch Last #3 8434 Phoenix Ave Ste E 1024 S Douglas Blvd 3530 E Sunshine St Ft. Smith, AR 72903 Midwest City, OK 73130 Springfield, MO 65809 Poteau Health Foods Prairie Market Cliff House Inn 2409 N Broadway St 418 S Main Street 6 AR -7 Poteau OK 74953 Ilarrison AR 72601 Jasper, AR 72641 Nutrition Center, Deli and Healthy Habits The Truck Patch Natural Salon 1400 South Limit Market 1413 Arlington St Sedalia, MO 65301 1602 US -62 BUS Ada OK 74820 Mountain Home AR 72653 Nature's Way - Mountain One Stop Health Shop Veggies Health Food Center & Home 140 Woodell St, Cafe 18 East 7th Clinton, AR 72031 1202 Brookview Dr Mountain Home AR 72653 Ardmore OK 73401 Family Health Food Store Clovers Natural Market Clovers Natural Market 1020 W Main St D 2100 Chapel Plaza Court 2012 E. Broadway Durant, OK 74701 Columbia MT 05203 Columbia Montana 65201 Liz's Health Market Good Earth Natural Foods The Whole Store 508 Oak Street 3955 Central Ave. #10 3090 W US Hwy 64 Ste 105 Conway, AR 72032 Hot Springs Natural Park, AR Murphy, NC 28906 71913 Heartline Health Food Store Vitamin's Plus #240 Vitamins Plus #240 2509 Harrison St 9112 N Rodney Parham Rd 9112 Rodney Parham Road Batesville AR 72501 Little Rock AR 72205 Little Rock AR 72206 Ann's Health Food Center & The Orchard Essentials for Visible Change Aesthetic Market Living Boutique 9800 Hwy 107 300 E California St 301 E. Main Street Sherwood AR 72120 Gainsville TX 76240 Cabot AR 72023 Nutrition World Good Measure Market The Natural Food Store 1102 S Pine #10 614 S. Main St 312 E Beebe Capps Expressway Cabot AR 72023 Searcy, AR 72143 Searcy, AR 72143 IE LICENSING, LLC — COMPREHENSIVE PROJECT DESCRIPTION -8- Red Clover Market Granary Street Natural Health Abners Nutrition Center 5500 Old Cheney Rd #14 Food Store 2327 Kell E Blvd #100 Lincoln, NE 68516 3425 New Boston Road Wichita Falls, ,rX 76308 Texarkana TX 75501 Vitamin's Plus #101 Nature's Remedy Family Health Market 820 W. University 1213 Primrose Ln # 101 4971 Preston Rd. Denton TX 76201 Denton TX 76201 Frisco TX 75034 Herbs and More No Name Nutrition The Truck Patch 1708 S Hwy 51 S 2032 N. 72nd St 906 Southwest Dr., Ste B Decatur TX 76234 Omaha Nebraska 68134 Jonesborou h AR 72401 Dr Michael Einsohn Jonesboro Health Food Great Earth Vitamins 6630 Hillbriar Drive 1321 Stone St. 1011 B. NW HWY Dallas TX 75248 Jonesboro AR 72401 G—arla—ndl TX 75041 O'Fallon Nutrition Country Natural Health Food Ann's Health Food Center 8648 Mexico Rd Store 2634 S Zang Blvd O'Fallon, MO 63366 1801 West Kings Hwy Dallas, TX 75224 Paragould, AR 72450 CBD Canvas Boutique & Today's Health & Nutrition Today's Health and Nutrition Dispensary 714 W Wheatland Rd Ste 712 Health Food Centers 02 7168 Manchester Rd Duncanville, TX 75116 714 W Wheatland Road Maplewood, MO 63143 Duncanville TX 75116 Sunflower Shoppe Vitamins & Today's Health and Nutrition Dr. Richard S. McDonald, DDS Natural Foods Health Food Centers 01 4255 Bryant Irvin Rd #111 581.7 Curzon Ave 204 E. Pleasant Run Road Fort Worth, TX 76109 Fort Worth, TX 76107 Desoto, TX 75115 972 223-6493 Jack's Natural Foods Vitamin's Plus #200 Laughing Thunder Herb 400 E. Loop 281 2321 W Loop 281 Company Long View, TX 75605 Longview, TX 75604 126 Burkett Lane Red Oak 'I'X 75154 Herbal Health Stop Ann's Health Food Center Anus Health Food 444 E Main St 2305 N Hwy 77 2305 N HWY 77 Crowley, TX 76036 Waxahachie TX 75165 Waxahachie TX 751659 Sara's Health Foods Campbell's Nutrition honey Tree 527 N Main St 4040 University Ave, Ste D 211 Shelley Dr. Borer TX 79007 Des Moines IA 50311 T ler 'rX 75701 Vitamins Plus #285 Sunshine Health Foods Natural Health Organics 5614 South Broadway Ave 3011 Airline Drive# F., 135 Grandview Tyler, TX 75703 Bossier City, LA 71111 Cape Girardeau MO 63703 Sunshine Health Foods Vitamins Plus 210 Family Nutrition Center 5751 Youree Dr. 5819 East Kings Highway 1663 W. Henderson St. Ste C Shreveport, LA 71105 Shreveport, LA 71106 Cleburne TX 76033 Better Living Market Better Living Market Eat Rite Healthfood 301 North Monroe Street 301 N. Monroe St. 24251-40 W. Ruston Louisiana 71270 Ruston LA 71270 Amarillo TX 79109 Fountain of Health Inc. West Texas RX Health Food Granary Street Discount 4151 SW 34th Ave 3211 Coulter St Healthfoods Amarillo, TX 79109 Amarillo, TX 79106 4411 South Street N'aco �doches '1'X 75964 Cornucopia Connors Health Foods Vitamins Plus 89 S Seminary St 1411 N Valley Mills Dr 5900 Bosque Blvd Galesburg,Illinois 61401 Waco TX 76710 Waco TX 76710 IE LICENSING, LLC —COMPREHENSIVE PROJECT DESCRIPTION -9- Vitamin's Plats Mari -Mann Herb Co Inc Honey Bee Natural Foods 2550 Barrow St 1405 Mari Mann Ln 909 N. Fifk Abilene TX 79605 Decatur IL 62521 Brownwood TX 76801 Natural Ilealth Market Natural Health Market Vitamin's Plus #262 4414 82nd St Ste 103 4414 82nd St 5109 82nd St STE I Lubbock TX Lubbock TX 79424 Lubbock TX 79424 Healthy Living Herbal Connection Roberds Pharmacy 15845 TX -105 # 100 903 N Loop 336 W # F 503 Medical Center Blvd #130 Montgomea, TX 77356 Conroe TX 77301 Conroe TX 77304 Hill Country Health Store Peoples Rx Family Farm Health Foods 2304 US flWY 281 4018 N Lamar Blvd 27920 Tomball Pkwy Ste 240 Marble Falls TX 78654 Austin TX 78756 Tomball TX 77375 Natural Kitchen Mr. Natural Natural Kitchen 4145 W Lake Houston Pkwy 1901 E. Cesar Chavez 4145 West Lake Houston Pkwy Kingwood, TX 77345 Austin TX 78702 Kingwood, TX 77339 Vitamins and Such Carol Bond Health Foods A Gift of Health 1327 Kingwood Or 334 Main St 19143 Timber Forest Dr #1 Kingwood, TX 77339 Liberty,TX 77575 Humble TX 77346 Basic Foods Nutrition Depot - Beaumont All Total Health Foods 6220 Phelan Blvd 229 Dowlen Rd 6430 HWY 6 N. Beaumont TX 77706 Oaks Beaumont TX 77706 Houston TX 77084 The Peach Basket Natural Natural Foods Market Candy's Teas Foods 2311 W Wadley Ave 9201 Katy Fwy 334 W Main St Midland, TX 79705 Houston, TX 77024 Fredericksburg, TX 78624 A Moveable Feast Blanco Pharmacy Nutrition Depot - Houston 9341 Katy Freeway 316 Pecan St 2303 W Holcombe Blvd #B TX 77024 Blanco TX 78606 Houston TX 77030 Depot Loria's Good Health Vitamins Plus 220 olcombe Blvd 1820 L 6th Ave. SE 505 Bertrand Drive TX 77030Decatur AL 35601 Lafa ette LA 70506 Health Food Shoppe FUniversity Harmony Health Food Shoppe Erma's Nutrition Center niversity Blvd # B5 3110 E, University Blvd Ste A 18045 Upper Bay Road X 79762 Odessa TX 79762 Nassau Ba TX 77058 ness Sake - New For Goodness Sake Natural Nature's Presence Braunfels Food 807 NMain St 1306 Common St #101 1306 Common St 9101 Boeme, TX 78006 New Braunfels TX 78130 New Braunfels TX 78130 Good Stuff The Grainery Perfect Solutions 8336 Agora Pkwy #130 127 3rd Street 16610 San Pedro Ave Selma TX 78154 Baraboo WI 53913 San Antonio TX 78232 Garden Ville Natural Foods Horn Of Plenty Cherry Street Co-op 5121 Crestway Dr 623 E. Ascension St 1246 S. Hackberry Windcrest TX 78239 Gonzales LA 70737 San Antonio TX 78210 Peak Nutrition Center Springs of Life Cafe and Store V ape Appeal 145 Oyster Creek Dr # 4 1141 N Lee Rd 6066 Shingle Creek Pkwy Lake.Iackson,TX 77566 Covington, LA 70433 Brooklyn Center, MN 55430 Health Hut Natural Foods Mother Nature's Food, Inc Carrot Patch Health Foods 19035 W Bluemound Rd 2434 London Rd 819 West 1 st Street Brookfield, WI 53045 Eau Claire WI 54701 _ hA 70301 IE LICENSING, LLC — COMPREHENSIVE PROJECT DESCRIPTION _1()_ Lloyd's Remedies Well Way Whole Health Nutrition World - Chattanooga 3696 W Main St Shoppe 6201 Lee Hwy Gray, LA 70359 2305 Stemley Bridge Rd Chattanooga, TN 37421 Pell City, AL 35128 Fountain City Health Foods The Free Market Kimmi's Fine Foods 111 S Memorial Dr 734 W Wisconsin Ave 111 N Austin St Prattville AL 36067 Appleton, WI 54914 Rockport, TX 78382 Jericho Vape Co. Max Life Super Nutrition Eddie's Health Shoppe 334 Western Ave 14041 NW Blvd. Ste. 2 8025 Kingston Pike Brookville Oil 45309 Corpus Christi TX 78410 Knoxville TN 37919 Mountain Alternatives Appletree Natural Foods Harvest Moon 69 Industrial Blvd 729 Louisville Rd 10511 Bells Ferry Rd. #200 Blue Ride GA 30513 Alcoa TN 37701 Canton GA 30114 Timeless Remedies Good Nutrition - Woodstock Nature's Pick Market 150 Prominence Pointe 9999 Hwy 92 Suite 660 Whitlock Ave NW #E Canton GA 30114 #120Woodstock GA 30188 Marietta GA 30064 The fact that Mr. Hargett's products are sold in so many mainstream retail outlets reflects the quality of his products and his commitment to utilizing the same level of health and safety measures in his process as utilized by the food industry. For example, all Innovative CBD products undergo thorough laboratory testing by CannaSafe Analytics to ensure that there are no contaminants present in the products and to ascertain the percentages of various cannabinoids. In this way, each batch code on his products can be scanned by a consumer to reveal on-line test results. As the test results indicate, zero residual solvents or pesticides are present in Innovative CBD products. Exemplar lab test results from December 2017 and from as far back as 2015 are attached as EXHIBIT 8. Innovative Nutraceuticals and Mr. Hargett adopted this rigorous testing protocol years ago, even before it was mandatory under State law. In fact, before CannaSafe Analytics came into being, Mr. Hargett was at the forefront of product testing, utilizing the services of Steep Hill, another well-respected laboratory that tests cannabis products. Letters from the President of Steep Hill laboratory and the President of CannaSafe Analytics attesting to Mr. Hargett's product integrity and history of product testing, are collectively attached as EXHIBIT 9. Mr. Hargett has visited nearly a thousand retail outlets around the country, including dispensaries, to support his product distribution. As a result of that endeavor, he is very familiar with best practices for retail dispensaries, in California and elsewhere. In addition, Mr. Hargett works closely with his counsel Chemis Law Group P.C. to address any compliance issues that may arise under State regulations. In addition to the lab testing, Mr. Hargett takes a number of precautions during the infusion process to ensure product safety. Production workspaces are meticulously clean and meet Health and Safety guidelines for food -grade production facilities. Methods and equipment used in extraction and infusion processes are further described below in Section D. This commitment to product safety and quality, as well as efficacy, has led a number of leading physicians and health care professionals to recommend Innovative CBD products. For example, Scarsdale Integrative Family Medicine is a medical clinic in New York, which provides Mr. Hargett's CBD products to cancer patients and to treat skin disorders. A sample invoice from IE LICENSING, LLC — COMPREHENSIVE PROJECT DESCRIPTION -I1- Scarsdale Integrative Family Medicine reflecting its use of his products are attached as EXHIBIT 10. A reference letter from Gerry L. Bedore, Ph.D. attesting to Mr. Hargett's cannabinoid formulations is attached as EXHIBIT 11. Mr. Hargett and Innovative CBD have received numerous letters of support from satisfied users of the products, most notably parents expressing their gratitude for providing safe medicine for their children, some of whom are suffering from multiple seizures each day, tumors, and debilitating diseases like Tuberous Sclerosis, epilepsy, and Lennox-Gastaut Syndrome. In fact, Innovative Nutraceuticals and Mr. Hargett have donated medicine to children suffering from these diseases. Innovative Nutraceuticals has also helped individuals suffering from various forms of cancer. Mr. Hargett has even gone so far as to create specialized formulas for certain patients with unique needs. A sampling of letters of support from patients and their families, including the President of Autism Hope Alliance, are collectively attached as EXHIBIT 12. As discussed below, while the CBD products Innovative Nutraceuticals produces are very different from those containing THC, because of the psychoactive potential of TIIC, and the medical benefits commonly associated with CBD, the processes and extraction technology are identical. Thus, Mr. Hargett's experience owning and operating Innovative Nutraceuticals in Lake Elsinore is relevant and a good indication of the way he would conduct himself once licensed by the City of Lake Elsinore to conduct cannabis manufacturing. To that end, the Innovative Nutraceuticals facility is exemplary in terms of its cleanliness and safety, and we invite you to tour that facility to obtain a sense of the way Mr. Hargett conducts his manufacturing process. 6. THC Extraction — Innovative Extractions, UNA In 2014, Mr. Hargett founded the Innovative Extractions medical cannabis collective as a vehicle to produce medical cannabis products containing THC and to provide them to qualified medical cannabis patients within the State of California, under the protections of the "collective model" created by the Medical Marijuana Program Act ("MMPA"), commonly known as Senate Bill 42014 and the 2008 California Attorney General's Guidelines for the Security and Non -Diversion of Marijuana Grown for Medical Use ("Attorney General Guidelines"). Thus, consistent with SB 420 and the Attorney General Guidelines, Mr. Hargett, with the assistance of legal counsel, registered Innovative Extractions with the Secretary of State of California as an unincorporated nonprofit association of medical marijuana patients (Entity Number 14305). A copy of the registration of the unincorporated association with the Secretary of State, filed December 26, 2014, is attached as EXHIBIT 13. Since that time, Mr. Hargett worked closely with counsel to maintain Innovative Extractions UNA's compliance with the MMPA. Thus, it operates consistent with non-profit governing principles, as reflected in its Articles of Association and By -Laws. Further, Innovative Extractions has complied with the Attorney General Guidelines by, among other things, paying sales tax, filing income tax returns, requiring its members to be bona fide patients with valid physician recommendations, creating comprehensive membership agreements for patients, and 14 SB 420, Ch. 875, Stats. 2003-04 (codified at Health & Safety Code § 11362.7, et seg.). IE LICENSING, LLC —COMPREHENSIVE PROJECT DESCRIPTION -12- ensuring cannabis and cannabis products are exchanged only between members of the Collective. 15 The membership agreement requires that the prospective Collective member agree to a series of rules and conditions of membership, including that, they agree not to distribute marijuana or derivative products to non-members and agree not to use marijuana products other than for medical purposes. The Collective maintains membership records in a way that is reasonably available and tracks the expiration dates for membership recommendations. As per Section IV(B)(4) of the Attorney General Guidelines, Innovative Extractions UNA acquires plant material for its extraction process only from members of the Collective and provides the oil and tinctures only to members of the Collective. As such, Innovative Extractions UNA operates as a closed-circuit operation. Both the California Attorney General and California courts have affirmatively established that oils and concentrates are sprotected under the Compassionate Use Act and MMPA to the same degree as flower.l The collective -model utilized by Innovative Extractions UNA in the past, for extraction and production of THC products, is no longer viable, with the advent of MAUCRSA and its requirement that any cannabis business obtain a local and State permit. Indeed, Mr. Hargett's collective is no longer performing THC extractions. Thus, while the collective -model is still in place until January 2019, Mr. Hargett seeks to operate in compliance with the law and thereby seeks a permit from the City of Lake Elsinore to perform extraction and manufacturing of these THC products. Mr. Hargett's past operation of the Collective, however, is indicative to the way he conducts business and works with his legal counsel to ensure compliance with all legal requirements applicable to his businesses. Moreover, the operation of the Collective provided Mr. Hargett with vital experience in retail and wholesale sales of his products. C. PROJECT LOCATION 1. Proposed Business Premises (Amerrs edl All proposed IE Licensing cannabis activities are to take place at 31885 Corydon Street, across three adjacent units. The proposed cultivation business will be located at Unit 130 (APN: 370- 031-017), the manufacturing and distribution business will be located in the adjacent Unit 140 (APN: 370-031-018), and the proposed retail business will be located in the adjacent Unit 150 (APN: 370-031-019), which collectively will be its designated licensed "Premises."17 Mr. Iiargett is the owner of Unit 130, and holds the unit through IE Real Estate Holdings, LLC, of which he is the sole member. Mr. Hargett has leased Unit 140 from its owner, James W. Pruitt, pursuant to a duly -executed lease. Similarly, Mr. Hargett has entered into a lease with the owner of Unit 150, Richard Franzo. Each of the three property owners have agreed to allow Mr. Iiargett, on behalf of Innovative Licensing, the right to use the Premises for the proposed commercial cannabis activities, as evidenced by the authorization forms submitted with IE Licensing's application. Mr. Pruitt has also offered a letter of support for Mr. Hargett in that regard. Copies of the executed affidavit demonstrating Mr. Pruitt's authorization for Mr. Hargett Is Attorney General Guidelines §§ 1V(B)(2)4V(B)(6). 16 See 86 Ops. Cal. Arty. Gen. 180, 185-86 (2003)); People v. Mulcrevy, 182 Cal. Rpt. 3d 176 (Ct. of Appeal 2014). '7 See Bus. & Prof. Code §§ 26001(ap), 26053(c). IE LICF,NSING, LLC — COMPREIIFNSIVF, PROJECT DF,SCRIPTION -13- and IE Licensing to use the property for commercial cannabis activity and his letter of support are collectively attached as EXHIBIT 14. The original notarized owner authorization is submitted concurrently with this application. A copy of the lease for Unit 140 is attached as EXHIBIT 15. The signed owner authorization for Unit 130, and a copy of the deed conveying Unit 130 to IE Real Estate Holdings, LLC are attached as EXHIBIT 23 with this application. A copy of the signed owner authorization for Unit 150 and the lease for Unit 150 are attached as EXHIBIT 24. 2. Owner Association Approval and Surrounding Uses (A inenelodj The Premises is located within an industrial complex with other buildings and tenants. Use of the building for commercial cannabis activity is subject to approval by the Alesco Blue Lake Industrial Condo Owners Association. However, applicant has already received approval for its manufacturing and distribution uses. The neighboring businesses include many other remanufacturing and industrial uses, such as mechanics, industrial packaging, and storage. These businesses include: • Quality Foam Packaging • Grassroots Hydroponics, Inc. • Sterling RV (RV sales and service) • CBR Performance Manufacturing (off-road motor racing product sales) MK Motorsports (motor racing product sales) • Lakeside Self -Storage A screen shot of surrounding businesses is below. • Skydive Elsinore Streamline Transmission • Lake Elsinore Animal Shelter • Hakes Sash and Door, Inc. (finish carpentry) • Zippy Shell San Diego (moving and storage) • Family Choice Foods (grocery home delivery) IE LICENSING, LLC -COMPREHENSIVE PROJECT DESCRIPTION -1.4- D. OPERATIONAL CHARACTERISTICS 1. Summary of Operations [Amended] IE Licensing will engage in commercial cannabis activity limited to (i) non-volatile extraction; (ii) infusion, processing, and packaging of cannabis products utilizing cannabis oil it extracts on site; (iii) ancillary distribution of medical and adult -use manufactured cannabis products it manufactures on-site; (iv) retail sale, including storefront and delivery; and (v) indoor cultivation of cannabis. All commercial activity will be conducted from the Business Premises, except IE Licensing will transport its finished products from the facility to other licensees as part of its ancillary distribution activity and engage in delivery of products to customers (if permitted to do so). k s The cultivation business will grow high quality flower to be sold in bulk, packaged for individual resale, and will also offer flower to be sold in pre -rolls. Most of the flower will be sold through the retail channel, with approximately 10% or less to be sold through distribution to other vendors. The trim will be used in the extraction facility to manufacture oil. Manufactured products will include tinctures (Iow dose and high dose), vaporizer cartridges, topicals, and pure cannabis oil capsules, for both medical and adult -use consumers. Retail activity will include sale of these products and cannabis flower from third party cultivators. 2. Manufacturing a. Manufacturing Equipment Extraction Systems 18 Lake Elsinore Municipal Code section 17.156.030 authorizes a "cannabis distribution facility" to engage in the sale and transport of cannabis and cannabis products to end users. If permitted by the City of Lake Elsinore, IE Licensing will engage in retail delivery activity using a single delivery vehicle and delivery driver. IE LICENSING, LLC — COMPREHENSIVE PROJECT DESCRIPTION -15- All extraction will take place in the extraction lab area. IE Licensing will utilize three closed- loop, CO2 extraction systems for extraction. 19 All three machines will be located in the Extraction Lab. The extraction systems were designed and built by Mr. Hargett through Innovative Extractors. The machines and their designs have undergone testing and review by certified engineers. Each machine will be approved and certified by the American Society of Mechanical Engineers (ASME) prior to use in operations. Pictures of the extraction system are below. Technical drawings and a testing analysis report for the extraction system are collectively attached as EXHIBIT 16, Ancillary Appliances Each extraction system is connected to an air compressor that creates pressure in the extraction system and a circulating chiller that cools the system. These are standard laboratory appliances that run on conventional 110 -volt outlets. Pictures of both appliances are below. 19 See Lake Elsinore Mun. Code § 17.156.080(G)(6). IE LICENSING, LLC — COMPREHENSIVE PROJECT DESCRIPTION -16- Circulating chiller Air Compressor b. Description of Manufacturing Operating Procedures Receiving Raw Cannabis IE Licensing will receive raw flowers and trim only from licensed State cultivators, and will rely primarily on the flower and trim its grows on premises in Unit 130. When shipments are received, Production Assistants will first inspect the cannabis and remove stems and fan leaves. The raw cannabis will then be stored inside the Inventory area until it is used for extraction. Extraction Production Assistants will bring cannabis out of storage and weigh material prior to it being placed in the material column of a machine. The extraction process is 12 hours and will be initiated at the end of each day, to be completed overnight. The following day, the raw concentrated THC oil is emptied from the extraction system. Next, the raw oil is allowed to evaporate under a Laminar Workflow Hood (pictured below), which allows emulsified CO2 and trace amounts of water to evaporate from cannabis oil over a period of 24 to 36 hours. Laminar Workflow Clean Bench Laminar workflow clean benches are commonly used in laboratory environments. Laminar flow refers to a state in which non -turbulent streams of air flow in one direction parallel to one another. Laminar airflow is the most efficient option for removing particulate contamination from a controlled area because the airflow uniformity and lack of turbulence keep clean air streams from mixing with and being contaminated by contaminated air streams. An object being bathed with clean, turbulence -free, laminar airflow will remain clean and protected from nearby contamination. Clean benches provide the cleanest working environments because HEPA- filtered air within these benches is unidirectional and turbulence -free. IE LICENSING, LLC - COMPREHENSIVE PROJECT DESCRIPTION -17- Laminar Work Flow Clean Bench Nlixing and Packaging Equipment IE Licensing will use a hotplate and standing mixer to infuse and mix its products. This equipment is standard laboratory or food -grade equipment. To fill bottles with tinctures and fill vaporizer cartridges with THC oil, IE Licensing will use the ATG Pharma ML -1 filling machine, which is used in the pharmaceutical industry to precisely measure and fill liquids. Hotplate Standing Mixer IE LICENSING, LLC - COMPREHENSIVE PROJECT DESCRIPTION -18- •r JL Si ATG ML -1 Filling Machine Infusion Infusion of cannabis oil into products will take place in the Infusion and Packaging Area. Additionally, infusion will be conducted under a Laminar Flow work station (pictured above), which is a sterile environment designed for the pharmaceuticals, biotech, electronics, and semiconductor industries to prevent contamination during manufacturing. The Laminar Workflow Hood (displayed above) prevents contaminants from adulterating the oil. After this evaporation has completed, IE Licensing will send samples of the raw oil to CannaSafe Analytics to determine levels of THC and CBD and confirm no pesticides, residual solvents, or other contaminants are present. While IE Licensing is awaiting testing results, these in -process materials will be stored in sealed Pyrex dishes inside the Inventory Area. Tinctures Tinctures are made by mixing THC oil with hemp oil. IE Licensing will use a standard laboratory hotplate and standing mixer to heat and mix its tinctures. Mixing is completed in approximately 30 minutes. After each batch of tincture is made, a sample will be sent for testing to ensure the THC concentration is within 10% of the target range of milligrams of THC for the product. After the sample test results are received and indicate compliance with testing parameters, IE Licensing will use an automatic filling machine (pictured above) to precisely fill bottles. Topicals Topicals are made by mixing melted bees wax, shea butter, and essential oils with THC oil. IE Licensing will use a standard laboratory hotplate and a standing mixer to heat and mix its topicals. After each batch of topicals is made, a sample will be sent for testing to ensure the THC concentration is within 10% of the target range of milligrams of THC for the product. After the IE LICENSING, LLC - COMPREHENSIVE PROJECT DESCRIPTION _19- sample test results are received and indicate compliance with testing parameters, topicals will be poured manually by staff into jars, which will ultimately be the final packaging. Vaporizer Oil Vaporizer oil is made by mixing THC oil with a diluting medium that lowers the THC concentration. IE Licensing uses a proprietary diluting formula for its products. To mix the oils, THC oil and the diluting medium are heated and stirred using the hot plate and standing mixer. After each batch of vaporizer oil is made, a sample will be sent for testing to ensure the THC concentration is within 10% of the target range of milligrams of THC for the product. IE Licensing will use the and mix and lab test. After the sample test results are received and indicate compliance with testing parameters, IE Licensing will use an automatic filling machine (pictured above) to precisely fill cartridges. Packaging Packaging of products will take place in the Infusion and Packaging Area (Noted on the Floor Plan depicted at page 24). Packaging will be conducted manually by staff. Packaging will resemble the types of packaging used for Innovative CBD products; however, IE Licensing will ensure that its packaging meets Department of Public Health (DPIT) standards under the MAUCRSA. These include: • Packaging Material Standard—The package shall protect the product from contamination and shall not expose the product to any toxic or harmful substance. 20 • Tamper-Evident—The package shall be tamper -evident, which means that the product shall be packaged in packaging that is sealed so that the contents cannot be opened without obvious destruction of the seal.21 Child-Resistant—The package shall be child -resistant, which means the package shall be designed or constructed to be significantly difficult for children under five years of age to open or otherwise obtain access to the product contained therein within a reasonable time and shall not be difficult for normal adults to open or obtain access to the product contained therein. 22 No Imitation of Children's Products—The package shall not imitate any package used for products typically marketed to children. 23 • Opaque Packaging for Edibles—If the product is an edible product, the package shall be opaque. 24 20 17 CCR § 40415(a). 21 17 CCR § 40415(b). 22 17 CCR § 40415(c). 23 17 CCR § 40415(d). 24 17 CCR § 40415(e). IE LICENSING, LLC — COMPREIIE,NSI r PROJECT DESCRIPTION -20- Re-Sealable—If the package contains more than one serving of cannabis product, the package shall be re -sealable so that child -resistance is maintained throughout the life of the package. Labeling Labels for individual final products and boxes of products will comply with the Department of Public Health (DPH) and Bureau of Cannabis Control (BCC) requirements under the MAUCRSA. Primary panel label information will include: Identity of product (min. 6 pt. font size) Universal warring symbol ('/�" x'/2" in size) CA Net weight or volume of package THC and CBD content for entire package, expressed in milligrams per package Government Warning pursuant to Business and Professions Code section 26120: GOVERNMENT WARNING: THIS PRODUCT CONTAINS CANNABIS, A SCHEDULE I CONTROLLED SUBSTANCE. KEEP OUT OF REACH OF CHILDREN AND ANIMALS. CANNABIS PRODUCTS MAY ONLY BE POSSESSED OR CONSUMED BY PERSONS 21 YEARS OF AGE OR OLDER UNLESS THE PERSON IS A QUALIFIED PATIENT. THE INTOXICATING EFFECTS OF CANNABIS PRODUCTS MAY BE DELAYED UP TO TWO HOURS. CANNABIS USE WHILE PREGNANT OR BREASTFEEDING MAY BE HARMFUL. CONSUMPTION OF CANNABIS PRODUCTS IMPAIRS YOUR ABILITY TO DRIVE AND OPERATE MACHINERY. PLEASE USE EXTREME CAUTION. 25 Consumer packaging for medical products will state: "FOR MEDICAL USE ONLY .,,21 IE Licensing has already designed labels compliant with the above requirements. Sample proofs of its packaging and labeling are pictured on the following page. 2s Bus. & Prof. Code § 26120(c)(1)(B); 17 CCR § 40408(a)(3). 26 See Bus. & Prof. Code § 26120(c)(8). TE LICENSING, LLC - CoMPREIIENSIVE PROJECT DESCRIPTION -21- FOR MEDICAL USE ONLY AE.INE}KMFIIC-3�1fSYM1-��,.I�.�...u.,�b INNO ATIVE the 19.78 mg dose. cbd 1.75mg, cbg .24mg, cbn .3mg JLLJT aF :i ' RUT�SM1 SLS _ Y BE ArPIiOYE� SONS 0 iSTHE THE 'ANA _ Recommended Serving: 4ml (1 Full dropper) )TWO —_._. NetVOL.30ML(30Servings)1oz. GNANT 4FUL MAQE IN fME DUCT AND - PLEASE U5E 3. Cultivation (Amended] The 1,850 SF facility will consist of a vegetative room, flower room, dry room., processing room, and storage. The cultivation business will grow high quality flower to be sold in bulk, packaged IE LICENSING, LLC — COMPREHENSIVE PROJECT DESCRIPTION -22- for individual resale, and will also offer flower to be sold in pre -rolls. The trim will them be used in the extraction facility to manufacture oil. The facility will not require a drainage plan, as all waste -water will be removed and discarded from the facility, rather than being flushed down facility drains. a. Equipment IE Licensing will use the Pipp Mobile Racking System, which provides for vertical farming. Pipp Horticulture's Cannabis Racking Systems uprights are constructed from high strength steel and are pre -welded. The beams incorporate a unique tapered finger design attachment that locks beams safely onto the uprights. The Pipp beams can support 2,150 lbs, and uprights can support up to 17,000 lbs. The racks will not exceed 23 feet high and 56 feet long. The white powder coat finish on the steel is UV -stable, and contains anti -microbial and fungal - resistant additives. IE LICF,NSING, LLC-COMPRF.IIFNSIVE PROJECT DESCRIPTION -23- LED Light Technology IE Licensing will incorporate LED light technology for growing using the Fluence system, built with the latest LED technology from the world's top semiconductor manufacturers — including Osram, Samsung and LG. 2,0001 LEDs are built into every lighting system, with 80/120 full width half max (FWIIM) pre - focused optics for precise spectral compositions and unrivaled performance, electrical efficiency and longevity compared to any other light source. Fluence systems have an efficacy rate that is 21 percent and 58 percent greater than the leading 1000 -watt double -ended and single -ended high pressure sodium (HPS) fixtures respectively, and better than any other LED technology. IE LICENSING, LLC -COMPREHENSIVE PROJECT DESCRIPTION -24- b. Description of Cultivation Products and Procedures Odor Control and No Toxic Substances The cultivation site will consist of sealed rooms with charcoal air scrubbers to handle any odors put out by the plants. We will not be using any chemical fertilizers or toxic chemicals in the building and all plant nutrients will be either organic or natural based. Pest and Mold Control IE Licensing will use Trifecta Crop Control for pest and mold control of its cultivation products without toxic chemicals. Trifecta is a multi-purpose 3 in 1 solution for mildew, mold, and mites, while offering effective control across all stages of the grow cycle. Trifecta Crop Control is designed for cannabis growers, made with a unique soap and nano -sized essential oils. The process for use is simple: Trifecta is mixed with water and sprayed on the plants. Trifecta is manufactured in the US, and is state approved for California as well as Oregon, Mississippi, Washington Maine, and Colorado. Soil IE Licensing will be cultivating in all organic soil/coco medium and using natural compost teas and natural fertilizers commonly available from local agricultural supply houses. IE Licensing will use FoxFarm soil and House & Garden nutrients to grow the cannabis plants. FoxFarm provides natural nutrient -rich, pII balanced soil with no chemical additives or residues. house & Garden works in close cooperation with scientists, laboratory technicians and physicists, each of who are specialized in different branches of botany. I-Iouse & Garden provides farmers across the globe with premium, state of the art plant nutrients. 4. Description of Retail Operations [Amended] Retail activity will be ancillary to IE Licensing's manufacturing and distribution activity. The retail floor area will be located directly adjacent to the unit where products are manufactured. The retail floor area will be designed to both showcase the product selection in boutique -type floorplan, while incorporating security protocols to prevent theft and diversion. Products available for sale and visible to customers will be displayed inside glass display cases and on shelves to allow customers to conveniently browse the selections. Risk of theft will be prevented because each customer will be allowed entry to the retail store only after a Sales Associate is ready to meet with the customer. Additionally, security cameras will be located on the ceiling throughout the retail floor area. No cannabis, cannabis products, or graphics thereof shall be visible from the exterior of the premises. 5. Description of Distribution Activities IE Licensing will engage in distribution of only its own products. To do so, it will coordinate batch testing by an independent ISO -certified testing lab. Upon receipt of passing test results, products will undergo quality assurance to ensure they are properly packaged and labeled with information that accurately reflects the test result. IE LICENSING, LLC - COMPREHENSIVE PROJECT DESCRIPTION -25- The transfer of the cultivated cannabis to the manufacturing and retail facilities, and of processed oil and other concentrates to the retail facility, will require no transport, as all of the IE Licensing business units are connected. IE Licensing can seamlessly move internally from space to space Lake Elsinore Municipal Code section 17.156.030 authorizes a "cannabis distribution facility" to engage in the sale and transport of cannabis and cannabis products to end users. If permitted by the City of Lake Elsinore, IE Licensing will engage in retail delivery activity using a single delivery vehicle and delivery driver. 6. Types of Licenses Sought [Amended] Applicant seeks cannabis business permits to conduct cannabis manufacturing, infusion, and ancillary distribution and retail sale of medical and adult -use cannabis products. Under the Medical and Adult Use Cannabis Regulation and Safety Act (MAUCRSA), these State license types will include: M- and A -Type -6 (non-volatile manufacturing), M- and A -Type -11 (distributor), and M- and A- Type 10 and Type 9 retail licenses; and M- and A- Type lA cultivation licenses. As discussed above in Section B, Mr. Hargett has in the past conducted medical cannabis activity through a "Collective" registered with the California Secretary of State in 2014, known as Innovative Extractions, an Unincorporated Non -Profit Association. Through this non-profit Mr. Hargett and Innovative Extractions has operated in compliance with the Compassionate Use Act (CUA), Medical Marijuana Program Act (MMPA), commonly known as SB 420, and the 2008 Attorney General Guidelines, with regard to the manufacture of medical cannabis products. It is Mr. Hargett's intention, however, once licensed and permitted by the City of Lake Elsinore, to serve medical cannabis patients through IE Licensing, and not the "collective model" which is sunsetting January 2019. " 7. Proposed Size of Premises [Amended] The business Premises is a total of approximately 5,000 SF. A proposed floorplan is on the following page. The Premises will be allocated as follows: ® 2,000 for manufacturing operations (extraction, packaging, warehouse storage, office, and restroom) • 791 SF for retail floor area (including customer entryway/hallway, retail floor area, and employee area) i 1,850 SF for cultivation 8. Proposed Floor Plan [Amended] 21 See Health and Safety Code § 11362.775(d). lE LICF,NSING, LLC —COMPREHENSIVE PROJECT DESCRIPTION -26- e0.0VIXi19 A.WRe1..W SI111Y IWSIAOSIII'ke b1R9[R r0 FA nklillegMrt• PROVQtPD tl(p%PIANPIIIi61M -. ik- D 1 Tz -.--- on,,,wa<mrrrWx o.en�i<.rsae.e,.,�. ooemlawwe+ir,a. 11 P& . i & i 9. Estimated Annual Production G qoa N^_ I A-1 Mr. Hargett has prepared monthly projections of production figures and revenue for the various product lines that will be manufactured at the Premises. These projection ranges are based on three machines running at capacity for 6 and 8 hours per day, respectively. Total projected revenue is $1,326,000 to $1,767,384 based on the table below. Production Figures and Gross Revenue Projected Type of Product Unit # Units / Wholesale Monthly Revenue Size Month Cost / Unit Tincture (low dose) 30 m] 1,000 —1,333 $14.00 $14,000 — 18,662 Tincture (high dose) 30 ml 1,000 —1,333 34.00 34,000 — 45,322 Vaporizer Cartridges 0.6 ml 2,000 — 2,666 15.00 30,000 — 39,990 Pure Oil 0.5 ml 1,000 —1,333 17.50 17,500 — 23,328 Capsules (30 et. 30 ct. 500-666 30.00 15,000 —19,980 bottle) Monthly Revenue $11.0.500= 147,282 IE LICENSIM., LLC — COMPREIIENSIVE PROJECT DESCRIPTION -27- Estimated Cultivation Sales IE Licensing will cultivate approximately 600 lbs of flower annually, in addition to bi-product used for the manufacturing business. The value of the whole cannabis flower product is conservatively $1500 per pound, assuming it is sold wholesale to third -party distributors. Ultimately, it is estimated that most of the flower will be sold internally through the connected dispensary leading to higher sales. Estimated Retail and Distribution Sales IE Licensing will engage in direct consumer sales of its manufactured cannabis products, as well cannabis flower. IE Licensing anticipates its annual revenue from retail sales for both manufacturing and cultivation products, either through direct retail or distribution sales, will be approximately $2 million per year. 10. Local County/State and/ or Federal Permits [Amended] IE Licensing has received its provisional license (Type 6) from the California Department of Public Health — Manufactured Cannabis Safety Branch (License # CDPH-] 0003197) and a temporary license from the Bureau of Cannabis Control (C11 -18 -0000872 -TEMP) for Distribution. The Company's annual distributor license application has been submitted to the BCC and is pending approval. Additionally, IE Licensing will obtain any additional required local permits from the Riverside County Department of Public Health and Fire Department. Additionally, IE Licensing has its Seller's Permit and federal Employer Identification Number (FEIN). Copies of the Seller's Permit and IRS's notice of assignment of FEIN are collectively attached as EXHIBIT 17. IE Licensing's related entity, Innovative Nutraceuticals LLC, holds a federal trademark and a local business license from the City of Lake Elsinore, as well as, its own Seller's Permit and FEIN. 11. Projected Staffing and Salary Information [Amended] IE Licensing expects to employ four to six fulltime employees. Total estimated annual payroll will be $209,000 to $225,000, excluding costs for the qualifying chemist. The positions and corresponding salary are below: Title Estimated Annual Job Description Salary CEO (David Hargett) $50,000 — $55,000 Oversee overall company strategy and manage sales Manufacturing/Cultivation/ $40,000 — $45,000 Oversee daily manufacturing and cultivation Distribution Facility operations and manage inventory IE LICENSING, LLC - COMPRFIIFNSIVE PROJECT DESCRIPTION -28- Manager Office Manager $31,000 — $33,000 Bookkeeping, invoicing, accounts payable/receivable, and other office duties Production Assistants (5) $29,000 — $35,000 Assist facility manager with production and packaging and labeling of product Shipping/ Receiving $30,000 — $33,000 Receive delivery raw materials from licensees and prepare for storage at facility; prepare boxed finished product for pick up from facility by licensees Retail Store Manager $48,000 Manage retail store operations Sales Associates (4) $25,000 Assist customers with product selection and check out Delivery Driver (if $25,000 Prepare and deliver orders to retail customers permitted) Total Estimated Annual 382,000— $382,000— Pa roll Payroll $403,000 Additionally, IE Licensing will contract with a qualifying chemist who meets the requirement of Lake Elsinore Municipal Code section 17.156.080(11). The qualifying chemist will: Submit a written statement that he or she certifies under penalty of perjury his or her educational qualifications and verifying that the supervisor is employed or contracted to supervise the design, installation and operation of the facility's systems and manufacturing processes. This written statement is not being provided at this time, but will be prior to being issued the regulatory permits by the City. • Supervise the design, installation and operation of the facility's systems and manufacturing processes. • Inspect the premises on a quarterly basis and provide an inspection report to the City. 12. Payroll Processing and Tax Withholding IE Licensing will use Centric USA, LLC, for payroll services. Mr. Hargett already uses Centric USA for his other businesses. Centric USA will coordinate payment to employees through bank accounts (direct deposit); calculate, withhold, and remit payment of payroll taxes; prepare federal and State tax forms; and prepare and issue W-2 and 1099s. A letter from Centric USA indicating the services it will provide is attached as EXHIBIT 18. 13. Point of Sale Software IF Licensing will utilize MJ Freeway, a secure inventory management system, to hack and trace its product sales and inventory, which will interface with the State's Franwell METRC system. 28 " California's Track and Trace Program will be designed to enable licensees to utilize third party tracking software. See Bus. & Prof. Code § 26068(c). IE LICENSING, LLC —COMPREHENSIVE PROJECT DESCRIPTION -29- IE Licensing evaluated several potential medical cannabis inventory tracking software programs and ultimately selected the MJ Freeway system because it offers an integrated comprehensive inventory management system designed to be compliant and integrate with California's Track and Trace Program. MJ Freeway has provided IE Licensing with a letter demonstrating its software system will comply with California track and trace requirements. IE Licensing will train all employees who will be users of the software pursuant to the MJ Platform Software User Manual for Extraction and Infusion. All entries will be made within 24 hours, as required my MAUCRSA 29 The Inventory Officer will manage product tracking of all cannabis and cannabis products while in possession of Gold Process, from receipt of raw cannabis to packaging and storage of finished product until it is transferred to a distributor and disposal of cannabis waste. To ensure compliance with track and trace requirements, MJ Freeway's Inventory Management Features include the following: Compliance Auto -Update to ensure IE Licensing is always aware of changes to legal requirements. Inventory Reports to allow the Inventory Officer and Laboratory Manager to retrieve current and historical inventory information, including on raw cannabis, in -process materials, and finished products, to conduct weekly internal audits and upon discovery of an inventory discrepancy to investigate and ensure product is not diverted during manufacturing. Batch/Lot Tracking and inventory conversion to allow the Inventory Officer and Laboratory Manager to track batches of product through every step of the production process. Whenever raw product, in -process product, or finished product is moved, the Inventory Officer will ensure that Gold Process' inventory management system is updated with its location, weight, and any change in form and resulting cannabis waste produced during extraction or post -processing steps. The Inventory Officer will also use batch tracking records to identify and locate products in the event of product complaints and product recalls. Inventory Grading to allow the Laboratory Manager, Inventory Officer, and Lab Technicians to assign grades to specific products based on testing or inspection results. Raw cannabis may be designated to be used for shatter or distillate upon arrival. After extraction, live, cured, and crude resins may be designated as shatter (derived from live/cured resin) or distillate (derived from crude resin) based on quality. Virtual Paper Trail for the Inventory Officer and Laboratory Manager to track a product's complete seed -to -sale history, even after it has been sold. Gold Process will be able to track its final product after it leaves the facility and is sold to distributors and retailers. These records will be the source of subsequent licensees in possession of products in the " See CCR § 40510(a). IE LICENSING, LLC — COMPREHENSIVE PROJECT DESCRIPTION -30- event of a product recall or withdrawal and available for external audits by city and state officials. 14. Product Transportation and Security Finished product ready for distribution will be stored in a secure, limited access room. Only IE Licensing management will have access to inventory of finished product. Shipping and receiving will follow strict policies and procedures in order to ensure full compliance with all track and trace regulations and to ensure the security of products and the safety of all personnel. These procedures include the following: Product will be packaged in compliance with all regulatory requirements that identify the contents of each package, its origin, quantity and/or weight, its Unique Identifier (UID), and any other State or local requirements. • Shipments will be scheduled as often as needed to avoid the transport of excessive amounts of product, and shipments are scheduled at random times and hours in order to avoid predictability that can elevate the risk of theft. • When shipments are scheduled, shipping information will be provided only to management to avoid risk of theft. Additional security measures are specifically address in the Security Plan. 15. Concealed Weapons Neither Mr. lIargett nor any other employees of IE Licensing will seek a concealed weapons permit. However, as discussed in the accompanying security plan, IE Licensing may utilize onsite security guards who are armed subject to any restrictions or suggestions from the City of Lake Elsinore or Riverside County Sheriffs Department. 16. List of Hazardous Materials No solvents or other hazardous substances will be used in extraction or infusion of products. Further, IE Licensing will use only organic compounds as additives in its products. IE Licensing will utilize limonene as a cleaning agent for equipment, utensils, and the facility. Limonene is a natural cleaning agent derived from the oils in citrus fruit peels. It is safe for disposal in drains. Additional information regarding limonene, including its storage and handling under OSHA guidelines, posted warnings, and its material safety data sheet, is included in IE Licensing's Fire Protection Plan. E. SECURITY PLAN (Au ndedl IE Licensing has prepared a comprehensive Security Plan, which is submitted concurrently with this application, for approval by the Sheriff s Department, and is attached as EXHIBIT 19. For IE LICENSING, LLC - COMPREHENSIVE PROJECT DESCRIPTION -31- its retail operations, IE Licensing has also prepared a separate security plan, which is attached as EXHIBIT 20. In summary, the Security Plan calls for a number of standard and common sense measures to be taken, including exterior surveillance cameras, exterior door alarms with 24-hour monitoring, motion sensors, electronic keypads for all exterior doors, 24-hour on-site security personnel, exterior lighting, audible interior alarms monitored by a state -licensed security company, a vault to secure any cash, a locked inventory room for cannabis products with 24/7 surveillance and key card entry, and extensive video surveillance within the facility. F. FIRE PROTECTION PLAN [Amended] IE Licensing has prepared a comprehensive Fire Protection Plan, which is submitted concurrently with this application, for approval by the Fire Department, and is attached as EXHIBIT 21. The fire protection plan has been amended to include operations in Unit 150. In summary, the Fire Protection Plan provides a description of the occupancy classification for the facility; a list of the hazardous materials, hazard communications for each, storage and handling instructions, summary of interior finishes, and comprehensive emergency procedures. Finally, location of fire suppression systems is identified on its floorplan. G. CLOSURE PLAN IE Licensing has a simple closure plan based on its operations. Importantly, operations will not include use of storage or use of hazardous solvents or other materials, obviating any need for site remediation for chemicals or other hazardous materials. All production equipment used in the facility will not be fixed to the building and will be on casters, making removal easy. Security hardware installed on the premises will be uninstalled and removed from the building by contractors. All other business property, including furniture, office equipment, and non -cannabis production materials can be removed by Mr. Hargett personally. 1. Remediation Plan IE Licensing does not expect site remediation to be required as no hazardous materials will be used or stored onsite. 2. Closure Cost Estimate IE Licensing expects closure costs to be less than $5,000, based on costs to remove and haul away equipment, uninstall security hardware, and return the Premises to the property owner in "broom clean" condition. 3. Surety Bond IE Licensing has obtained general liability insurance in the amount of $1,000,000 to satisfy Lake Elsinore's municipal code requirements and State requirements. IE Licensing has applied for a IE LICENSING, LLC-COMPREI{ENSIVE PROJECT DESCRIPTION -32- surety bond through its insurance broker to cover the cost of closure and post -closure requirements. A copy of the Certificate of Insurance and application for surety bond are collectively attached as EXHIBIT 22. IE LICENSING, LLC—COMPREHENSIVE PROJECT DESCRIPTION -33- Secretary of State LLG-1 ' Articles of. Organization Limited Liability Company (LLC) IMPORTANT— Read Instructions before completing this form. Filing Fee - $70.00 Copy Fees - First page $1.00; each attachment page-$o.5o; Certification Fee -$5.00 Note: LLCs may have to pay minimum $800 tax to the California Franchise Tax Board each year. For more Information, go to httpslMrww.ffb.ce.gov. r.,f 173151.0022 FILEd `�& Secretary Of Stag State of California //�� "� NOV 0.2 2017 sM This Space Eor Office Use Only Limited Liability Company Name (See Instructions - Must contain an LLC ending such as LLC or L.LC. 'LLC' will be added, if not included.) 1E Licensing LLC 2, Business Addresses a. Iriser Street Address of Designated Office in California -Do not enter a P.0.9ox CBy(no abbreviefons) State Zip Cone 32295 Mission Trail, Suite 118, #425 Lake Elsinore Chernis 92530 b. Street Address (f agent is not a t,rpomflon)-too not:enter a P.O. Box City (no abbreviations) GA $ip Code b. Initial Mailing Addrew of LLC; it dlRerenE loan item 1a CRY (no abbroviatlons) State Zip Code 3; Service. of Process (Must provide either Individual OR Corporation.) INDIVIDUAL - Complete Items 3a and 3b only. Must include agent's full name and California street address. a. California Agent's First Name (f agent is not a corporation) (diddle Name Last Name SLew Michael S Chernis Esq. b. Street Address (f agent is not a t,rpomflon)-too not:enter a P.O. Box City (no abbreviations) state $ip Code 2425 Olympic Blvd, Suite 400OW Santa Monica 90404 CA CORPORATION -Complete Item 3c. Only include the name of the registered agent Corporation. a California. Registered Corporate Agent's Name Of agent is a corporation) - Do not complete Item 3a or 3b k. Management (Select only one box) The LLC will be managed by: One Manager More than One Manager All LLC Member(s) 5. Purpose Statement (Do not alter Purpose Statement) The purpose of the limited liabildy company is to engage in any lawful act or activity for which a limited liability company may be organized underthe California Revised Uniform Limited Liability Company Act. ,§ T.he If}fid contained heron including in any attachments, is true and correct. David Hargett ' Organizer"sign here Print your name here LLC -1 (REV (4/201i) 2017 0a111off11a 5(%felary or5lale .. wrrw.sos.ca.gmlousinessfie �r i i 9y r rlr• r'lt�S(4 I hereby certify tha the tregarg Uansaipt of pega(s] is a fuN, true and copy of the original record in the custody of the California Secretary of State's office. NOV 13 2017MGv Date: AL�DILLA, Secretary of State Secretary of State LLC -12 ep am _ Statement of Information (Limited Liability Company) .133 IMPORTANT —This form can be filed online at blrfilesos.ca.gov. Read instructions before completing this form. Fling Fee – $20.00 Copy Fees– First page $1,00; each attachment page $0.50; Certification Fee - $5.00 plus copy fees IE Licensing LLC State (Enter the exact name of the LLC. If youreglsteredin 201731510022 Country or I-8--97234 FILED Secretary of State State of California MAR 2 2 2038 7z/2U)(CK2 Above Space For Office Use Only an enemata name, see instructions.) If formed outside of California) e. Street Address of Principal Office. Do not hs( a P.O. Box City (no abbreviations) State Zip Code 32295 Mission Trail, Suite R8, #425 Lake Elsinore I CA 92530 b, Welling Address of LLC, ifdtRerenithanifem4a City (no abbrwlaauns) State 21pCode c. Street Address of Cafdomla Circe, It Item 4a is not in California- Do not lid a P.O. Box Oily (no abbreviations) State Zip Code CA If no managers nave Dean appointee or eiecceu. Pmvme em aco,o ... a we» ., -, .,._ ,­... a�,� 5, Managers) or Memher(s) must be listed. If the manager/member Is an individual, complete Items %and 50 (leave Item Sb blank). If the menagerlmember Is an entity, complete Items 5band So((eav a Item So blank). Nate: The LLC cannot sery a as its am manager or member. Ifthe LLC has additional menagersimembera, enter the name(%) and addresa(es) on Form LLC -12A. a. First Name,IfanlndNldual- Donelcompide nem5b Middle Name Last Name Suffix David Hargett b. Entity Name- Do not complete ItemSa `32295 Mission Trail Suite R8, #425 1 Lake Elsinore I CA 192530 6. Service of Process ( Mint provide either Individual OR Corporation.) . INRIVII)UX— Camplatellcros Ga and Greenly. Must include agent's fulinemeand California street address. a. Califamb AgeM's First Nama(ItageK is ratacorpordlon) Middle Name Last Name suffix Suffix Michael S Chemis Esq. b, Street Address (It ager) Isnot a caporalton)• Donot enteraP.O. Sox City (no abbreviations) State Zlp Code I 2lp Code -2425 Olympic-Hlvd.-Suite 4000 W - = -:_ ...--- - --- -Santa Monica = 92530 CORPORATION —Complete Nem Gconly, Only includethe name of Inereglstema agent corporation, l Licensing { a First Namn : - ;'r ` • MIdols Name Lost arae y' Suffix David . ..° Hargett b. Address City(noabbrevlatons) S to I 2lp Code 32295 Mission:Trail, Suite R8,'#425 Lake Elsinore 92530 9. The Information contained herein, including any attachments maue part or tms eocumenr, Is r ,u m r -. vi ff1f; David Hargett CEO . D . e Type or Rlnt Name of Person Completing the Form Title S' nature U0.12 (REV 0112018) 2018 Califoml0 6ecrebry olState bixfile.soa.DO.gov 9hereby certify that ie foregoing ":h iranscnptof pages) ";° is a full, We and wrrect copy of the A original record In the custody of the California Secretary of Slate's oflloe. MAR 2 9 2013 Date: ALM ILLA, Secretary of State i, .i Articles of Organization LLC -1 of a Limited Liabilitv Comaanv (LLCI To form a limited liability company in California, you can fill out this form} and submit for filing along with: — A $70 filing fee. ) — A separate, non-refundable $15 service fee also must be Includsd if you drop off the completed form, Important/ LLCs in California may have to pay a minimum $800 yearly tax to the California Franchise Tax Board. For more information, go to https://www,ftb,ca.gov. LLCs may not provide "professional services," as defined by California Corporations Code sections 13401(a) and 13401.3. Note: Before submitting the completed form, you should consult with a private attomey for advice about your specific business needs. 201522310340 i state of C5.3 *;iia AUG 0 7 2015 This Space For Office Use Only For questions about this form, go to www. sos. ca.gov/business/belfiling-tips. him. LLC Name (List the proposed LLC name exactly as it Is to appear on the records of the Callfornia Secretary of Stale.) (1) Innovative Extractors, LLC Proposed LLC Name The name must Include: LLC, L.L.C., Limited Liability Company, Limited Liability Co., Ltd. Liability Co, or Ltd. Liability Company; and may not Include: bank, trust, trustee, incorporated, Inc., corporation, or corp., Insurer, or Insurance company. For general entity name requirements and residdlons, go toww.sds.ca.govibusinessibelnalne-avallability.him. Purpose w The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the California Revised Uniform Limited Liability Company Act. LLC Addresses Q a. 3229: Do not lista P.O. Box Lake Elsinore b. lnlllel Melling Address ofLLC, if different from 9a Cfw(no abbieviations) state Zfp Service of Process (List a California resident or a California registered corporate agent that agrees to be your Initial agent to accept service of process in case your LLC is sued. You may list any adult Who lives in California. You may not list an LLC as the agent. Do not list an address it the agent is a California registered corporate agent as the address for service of process Is already on fife.) ® a. — Michael Chemis, Esq. Agent's Name . - -� a is not a corporation) - Do not lista P.O. BOX Management (Checkonlyone.) Q The LLC will be managed by: ✓ One Manager 17 More Than One Manager All Limited Liability Company Member(s) This form it to igned by each organizer, if you need more space, attach extra pages that are 1 -sided and on standard letter -sized paper u I. All attachments are made part of these articles of organization. David Hargett gan zer- fgn here Print your name here Make checklmoney order payable to: Secretary of State By Mail Arop-Off Upon filing, we will return one (1) uncertified copy of your filed Secretary of State Secretary of State document for free, and Wit certify the copy upon request and Business Entities, P.O. Sox 944228 1500 11th Street., 3rd Floor payment of a $5 certification fee. Sacramento, CA 94244-2280 Sacramento, CA 95814 Corporations Code §§ 17701.04, 17701.0% 17701.13,17702.01, Revenue and Taxation Code § 17341 2014 Caflomia Secrateryof Stalo LLC -1 (REV 0112014) w6w.sos.ca.goWbu5tnass1be I he certify Ih the foregoing tansaptcf NOW Is a full, true and act oa y of the original record In the custody of the CallfamW Secretary of Stab's office, AUG 12 2015,j� Date: ALEX PADILLA, Secretary of State ( Secretary of State LLC-12NC F Statement of No Change (Limited Liability Company) IMPORTANT Read instructions before completing this form. This form may be used only if a complete Statement of Information has been filed previously and there has been no change. Filing Fee 20.00 Copy Fee $1.00; Certification Fee - $5.00 plus copy fee 17-A59448 FILED In the office of the Secretary of State of the State of California SEP 06, 2017 This Space For Office Use Only 1. Limited Liability Company Name (Enter the exact name of the LLC as it is recorded with the California Secretary of State. Note: If you registered in California using an alternate name, see instructions.) INNOVATIVE EXTRACTORS, LLC 2. 12 -Digit Secretary of State File Number State, Foreign Country or Place of Organi ation (only if formed outside of California) 201522310340 CALIFORNIA No Change Statement (Do not alter the No Change Statement. If there has been any change, please complete a Statement of Information (Form LLC -12).) There has been no change in any of the information contained in the previous complete Statement of Information filed with the California Secretary of State. 5. The information contained herein is true and correct. 09/06/2017 David Hargett Owner 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: r npany: Address: City/State/Zip: LLC-12NC (REV 01/2017) 2 17 California Secretary of Slate www.sos.ca.gov/business/be LLC -1 I Articles of Orgairib.don of a Limited Liability Co To form a limited liability company in California, you can fill out this form, and submit for filing along with: — A $70 filing fee. — A separate, non-refundable $15 service fee also must be Included, if you drop off the completed form. Important! LLCs In California may have to pay a minimum $800 yearly tax to the California Franchise Tax Board, For more Information, go to https:tlwww.ftb.ca.gov. LLCs may not provide "professional services," as defined by California Corporations Code sections 13401(a) and 13401.3. FILED Secretary of State State of California DEC 2 2 2014 `' Note: Before submitting the completed form, you should consult with a lJ(. 11 private attorney for advice about your specific business needs. y' This space For office use For questions about this form, go to www.sos.ca.gov/business/be/filing-t(ps.htm. LLC Name (List the proposed LLC name exactly as it is to appear on the records of the California Secretary of State.) (D Innovative Extractions, Limited Liability Company Proposed LLC Name The name must Include; LLC, L.L.C., Limited Liability Company, Limited Liability Co., Ltd. Liability Co, or Ltd. Liability Company; and may not Include: bank, trust, trustee, Incorporated, Inc., corporation, or corp., insurer, or Insurance company. For general entity name requirements and restrictions, go to vrww.sos.ca.gov/bualness/be/nome-avallablilly.litm. Purpose The purpose of the limited liability company is to engage in any lawful act or activity for which a limited Ilabllity company may be organized under the California Revised Uniform Limited Liability Company Act. LLC Addresses ® a, 32295 Mission Trail i Suite R8, #425 Lake Box City (no b. Initial Mailing Address of LLC, ifdldoront from 3a .City (no abbrevieflone) State Zip Service of Process (List a California resident or a California registered corporate agent that agrees to be your initial agent to accept service of process In case your LLC Is sued. You may list any adult who lives In California, You may not list an LLC as the agent. Do not list an address if the agent is a California registered corporate agent as the address for service of process is already on file.) ® a, Michael Chernis, Esq, Agent's Name 761 a corporation) - Do not list a P.O. Box City Management (Check only one,) State The LLC will be managed by: 0 One Manager 11 More Than One Manager E] All Limited Liability Company Member(s) This form t be signed by each organizer. If you need more space, attach extra pages that are 1 -sided and on standard letter-slzed paper (8 1I")., All attaohmants are made part of these articles of organization. David Hargett ganizer - Sign here Print your name here Make checkimon�y order payable to: Secretary of State By Malt Drop -Off Upon filing, we will return one (1) uncerliffed copy of your filed Secretary of State document for free, and will certify the copy upon request and Business Entities, P.O. Box 944228 payment of a $5 certification fee. Sacramento, CA 94244-2280 Secretary of State 1500 111h Street., 3rd Floor Sacramento, CA 95814 Corporations Coda §§ 17701,04,17701.08,1'/701.13,17702.01, Revenue and Taxation Code § 17941 LLC•1(REV01/2014).' 1,, "1 i - 2014 ealilornla Secretary of State tvwrsosxa,govlbaslnesslbe I herebyncertiy that the foregoing transcript of Page(s) o" a lfuall� rtrueecord an correc copy of the origgIn lha custody of the Califomia Secretary of State's office. DEC 2 9 2014 C 6 Date: c�``_" DEBRA BOWEN Of State Amendrnent f* Arb. ,es of Lt C,2 of a Limited Liability Com To change information of record for your California LLC, you can fill out this form, and submit for filing along with: — A $aa filing fee. —A separate, non-refundable $1$ service tee also must be included, if you drop off the completed form. — To fife this form, the status of, your LLC must be active on the records of the Califomia Secretary of state, or if suspended, this form can only be filed to fist a new LLC name. To check the status of the LLC; go to kepter.sos.ca.gov. Popo tant-r. To change the. LLC addresses, or to change the name or address of the.LLC's agent for service of .process, you must file a Statement of Information (Form LLC -12}. To get Form LLC -12, go to www.ses.ca.gov)bus'iriesslb(3/slatements.htm. Items 4-8: Only fill out the information that is changing, Attach extra pages if -you need more space.&need to include any other matters. See Soottary of State's tem* for exit sl* name. Sttary of Stake Site of Ceilf0mia JUN 10 2015 6 This space For Onim use For questions about this form, go to v urn.sos.ca.gou�buslrassfoelfiling-tipshtrr3. G LLC's Exact-Nariie(ontildvmhcAsocretaryofstatc) LLC File No. (Issued by CASecretaryofrbte) innovative Extractions, LLC 2014360110226 Purpose The purpose, of the limited liability company is to engage in any lawful act or activity for which a limited liability cornpany:may be organized underthe California Revised Uniform Limited Liability Company Act. NeW LLC'Name (List the proposed LLC name exactty as it is to appear on the records of the California Secretary of $tate.) The proposed new name must Include: LLC, L.L.C., Urnited Liability Company, Limited Uahility Cc., Ltd, Liability Co. or Ltd. Liabltty Company, and may not include: batik, trust, trustea, incorporated, inc., corporation, or corp., insurer, or insurance company. Nmnagem (Check only One) d' The LLC will be managed by: one Manager More Than One Manager All Limited Liability Company Member(s) Amendment to Text of the Articles of Organization (List both the current text, and the text as amended by this firing.) Q , Read and 51WbolpUnless a greater number is provided for in the Articles of Organization, this form must be signed by at least anemanager,Imanagei=mahagedoratleastonemember,iftheLLClsmember-managed. If the signing manager or member is a frust orago to w,wi.sus.cagovtiaa�iness/beifiling-tipshtm for more information. if you need more spaoa, attach exb-apEfi si}tatan standard letter -sized paper (8112" x 11'): All attechmeh6S are part of this document. David Hargett Manager/CEO ). & Arfnf your name here Your business GUe ? ke'checwmongy owpayable W. secretary of .State syhull Drop-off vtektl117atu06n>r'(1)uncertifiedoogyoiyourfiled Secretaryof State Secretary of State documentforhee, and veil) c rrlifyThe copy upon reiquest and Business FnSfies, P.O. Box 944228 150011th Street, 3rd Floor pp I r 8nt ot-a certincau0n fee. Sacramento, CA $4244-2280 Sacramento, CA 95814 Coll='fiGns Code §§ 177 r38j 1770202,10713.10 2014CaLfomla 5ecisaty of Stale — —M t.C,2 (aEvoirzot4l - vrtru.saacagavtpps nessfba _ _..-----_.--- — I heWbr wrtlty�Hii the MPlQOltiO trantcfl rof t._ .. le a Tul , W� and aorr�cl0ppay � 1h! orlginel rNCard in Ute adrtady of ihR G�Ilfcxnle Secretary at State"� afflae, JUN 17 2016 V^ Date:�%���('� AI.ECPADIILA, Secretary of State State of California LL s w� Secretary of State STATEMENT OF INFORMATION �rZ (Limited Liability Company) 43 FILED TED Filing Fee $20.00. If this Is an amendment, see Instructions, Secretary of State IMPORTANT— READ INSTRUCTIONS BEFORE COMPLETING THIS FARM State Of California 1. LIMITED LIABILITY COMPANY NAME Innovative Extractions, Limited Liability Company MAR 18 2015 ZO LICI Thi Spacr Filing ties Only File Number and State or Place of Organization 4" SECRETARY OF STATE FILE NUMBER 201436010226 V RT V U V a. STATEORPtACEOFORGANI2ATIONplformoanulddeol Cailfomis) No Change Statement 4, irthere have been any changes to the Information contained In the last Statement of information filed with the California Secretary of Stale, or no Statement of Information has been previously tiled, this form must be completed In its entirely. . ©If theta has been no change In any of the Information contained In the lost Statement of Informailon glad with the California Secretary of Stats, check the box and proceed to Rem 15. Com iota Addresses for the Following Do not abbreviate the name of the city. Ileme 5 and 7 sonnet ba P.O. Boxes. 5. SYREETADDREBSOFPRINCIPALOFFICE CITY STATE ZIP CODE 32295 Misslon Trail, Suite R8, #425 Lake Elslnare CA 92530 e. MAIUNO ADDRESS OF I.I.Q. IF DIFFERENT THAN ITEM 6 CITY STATE .ZIP CODE 7. STHEETADDRESS OFCALIFORNW OFFICE CITY STATE ZIPCODE 32295 Mission Trail, Suite R80 #425 Lake Elsinore -CA 92530 Name and Complete Address of the Chief Executive Officer, if Any e. NAMEADDRESS CITY STATE ZIP CODE David Hargett 32295 Mission Trail, Suite Re, #425 Lake Elslnare 92530 Name and Complete Address of Any Manager or Managsre, or If None Novo Been Appointed or Elected, Provide the Name and Address of Each Member (Attach additional pegas,11 nsceasary.) e. NAME ADDRESS CITY STATE ZIPCODE David Hargett 32295 Mission Trail, Suite R8, #425 Lake Elsinore 92530 10. NAME ADDRESS CITY STATE ZIP CODE 11. NAME. ADDRESS CITY STATE ZIP CODE Agent for Service of Process lithe agent is an Individual, the agent must reside in California and Item 13 must be completed with a Callfornia address, a P.O. Box ie nol soceplablo. V the agent to a corporation, the agent must have on file with the California Secretary of Stele a cedlficate pursuant to Callfomla Corporallorte Code sootion 1505 and Item 13 must be left blank. 12. NAME OFAOrNT FOR SERVICEOF PROCESS Michael Chernls, Esq. % STREETADDRESSOFAOENT FORSERVICE OF PROCESS IN CALIFORNIA, IFAN INDIVIDUAL CITY STATE ZIP CODE 3110 Main Street, Sully 205, ,,,; , , ,� r,;•; , Santa Monica GA 90405 Type.ofl3uslnaac ov;o.r;, ; ,1;> ,.i..:.:i; 14,,DESCRIBETHE TYPE'O1F'b1JBINE68 OF THE 11,11 9bTlAsIL1TY COMPANY retail sales antl Ilceiisin 'of'bfands 15. TkIF, INFORMATION CONTAINED HEREIN, INCL UDIMCI ANY ATTACHMENTS, IS TRUEAND CORRECT. March17,2015,n„' DavldMarget Manager/CEO f”" DATE ` "TYPE OR PRINT NAME OF PERSON COMPLETING THE FORM TITLE ZONA LLCdt(REV01/2014),_ __ .. ___ --• —'�' APPROVED BY SECRETARY OF STATE 1 hereby certify that the foregoing �.. transtriptofPage(s) is a full, true and copy of the original record in the custody of the California Secretary of State's office, MAR 2 5 2015) Date: At.�ADILLA, Secrotary of State Secretary of State LLC-12NC SH Statement of No Change (Limited Liability Company) IMPORTANT Read instructions before completing this form. This form may be used only if a complete Statement of Information has been filed previously and there has been no change. Filing Fee 20.00 Copy Fee $1.00; Certification Fee - $5.00 plus copy fee 17-A59439 FILED In the office of the Secretary of State of the State of California SEP 06, 2017 This Space For Office Use Only 1. Limited Liability Company Name (Enter the exact name of the LLC as it is recorded with the California Secretary of State. Note: If you registered in California using an alternate name, see instructions.) INNOVATIVE NUTRACEUTICALS, LLC 2. 12 -Digit Secretary of State File Number State, Foreign Country or Place of Organi ation (only if formed outside of California) 201436010226 1 CALIFORNIA No Change Statement (Do not alter the No Change Statement. If there has been any change, please complete a Statement of Information (Form LLC -12).) There has been no change in any of the information contained in the previous complete Statement of Information filed with the California Secretary of State. 5. The information contained herein is true and correct. 09/06/2017 Date David W Hargett Type or Print Name of Owner Completing the Form Title 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: r npany: Address: City/State/Zip: L LLC-12NC (REV 01/2017) 2 17 California Secretary of State wwwsos.ca.govlbusi nesslbe DISPLAY CONSPIr -�USLY AT PLACE OF BUSINESS FOR WHICH ISS' 7 CALIFORNIA STATE BOARD OF EQUALIZATION SELLER'S PERMIT ACCOUNTNUMBER 08/06/2015 SR EH 102-783289 INNOVATIVE EXTRACTIONS, LLC 32295 MISSION TRL STE R8 # 425 LAKE ELSINORE, CA 92530-2306 L J IS HEREBY AUTI IORIZED PH IRS DANT TO SALES AND USE TAX LAW TO ENGAGE IN I HE BUSINESS OF SELLING TANGIBLE PERSONAL PROPERTY AT THE ABOVE LOCATION. PHIS PERMIT IS VALID ONLY AT THE ABOVE ADDRESS. THIS PERMIT IS VALID UNTIL REVOKED OR CANCELED AND IS NOT TRANSFERABLE. IF YOU SELL YOUR BUSINESS OR DROP OUT OF A PARTNERSHIP, NOTIFY US OR YOU COULD BE RESPONSIBLE FOR SALES AND USE TAXES OWED BY THE NEW OPERATOR OF THE BUSINESS. NOTICE TO PERMITTEE: You are required to obey all Federal and State laws that regulate or control your business. This permit does not allow you to do otherwise. Not valid at any other address For general tax questions, please call our Customer Service Center at 1-800-400-7115 (fTY:711). For information on your rights, contact the Taxpayers' Rights Advocate office at 1-888-324-2798 or 1-916-324-2798. BOE -442-R REV. 16 (11-14) A MESSAGE TO OUR NEW PERMIT HOLDER As a seller, you have rights and responsibilities under the Sales and Use Tax Law. In order to assist you in your endeavor and to better understand the law, we offer the following sources of help: • Visiting our website at www.boe.ca.gov Visiting a field office Attending a Basic Sales and Use Tax Law class offered at one of our field offices Sending your questions In writing to any one of our offices Calling our toll-free Customer Service Center at 1-800-400-7115 (TTY: 711) As a seller, you have the right to issue resale certificates for merchandise that you intend to resell. You also have the responsibility of not misusing resale certificates. While the sales tax is imposed upon the retailer, You have the right to seek reimbursement of the tax from your customer • You are responsible for filing and paying your sales and use tax returns timely • You have the right to be treated in a fair and equitable manner by the employees of the California State Board of Equalization (BOF) • You are responsible for following the regulations set forth by the BOE As a seller, you are expected to maintain the normal books and records of a prudent businessperson, You are required to maintain these books and records for no less than four years, and make them available for inspection by a BOE representative when requested, You are also expected to notify us if you are buying, selling, adding a location, or discontinuing your business, adding or dropping a partner, officer, or member, or when you are moving any or all of your business locations. If it becomes necessary to surrender this perrnit, you should only do so by mailing It to a BOE office, orgiving it to a BOE representative. If you would like to know more about your rights as a taxpayer, Or if you are unable to resolve an issue with the BOE, please contact the Taxpayers' Rights Advocate office for help by calling toll-free, 1-888-324-2798 or 1-916-324-2798. Their fax number is 1-916-323-3319, Please post this permit at the address for which it was issued and at a location visible to your customers. CALIFORNIA STATE BOARD OF EQUALIZATION Sales and Use T ax Department EPARTMET OF Q I RJ DN ERNALNREVENUEESERVICERY CINCINNATI OH 45999-0023 INNOVATIVE EXTRACTIONS LLC DAVID HARGETT SOLE MBR 32295 MISSION TRAIL STE R8 NUM 425 LAKE ELSINORE, CA 92530 Date of this notice: 07-29-2015 Employer Identification Number: 47-4656090 Form: SS -4 Number of this notice: CP 575 G For assistance you may call us at: 1-800-829-4933 IF YOU WRITE, ATTACH THE STUB AT THE END OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Thank you for applying for an Employer Identification Number (EIN). We assigned you EIN 47-4656090. This EIN will identify you, your business accounts, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records. When filing tax documents, payments, and related correspondence, it is very important that you use your EIN and complete name and address exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN. If the information is not correct as shown above, please make the correction using the attached tear off stub and return it to us. A limited liability company (LLC) may file Form 8832, Entity Classification Election, and elect to be classified as an association taxable as a corporation. If the LLC is eligible to be treated as a corporation that meets certain tests and it will be electing S corporation status, it must timely file Form 2553, Election by a Small Business Corporation. The LLC will be treated as a corporation as of the effective date of the S corporation election and does not need to file Form 8832. To obtain tax forms and publications, including those referenced in this notice, visit our Web site at www.irs.gov. If you do not have access to the Internet, call 1-800-829-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office. IMPORTANT REMINDERS: * Keep a copy of this notice in your permanent records. This notice is issued only one time and the IRS will not be able to generate a duplicate copy for you. You may give a copy of this document to anyone asking for proof of your FIN. * Use this EIN and your name exactly as they appear at the top of this notice on all your federal tax forms. * Refer to this FIN on your tax -related correspondence and documents. If you have questions about your FIN, you can call us at the phone number or write to us at the address shown at the top of this notice. If you write, please tear off the stub at the bottom of this notice and send it along with your letter. If you do not need to write us, do not complete and return the stub. Your name control associated with this EIN is INNO. You will need to provide this information, along with your EIN, if you file your returns electronically. Thank you for your cooperation. (IRS USE ONLY) 575G 07-29-2015 INNO O 9999999999 SS -4 Keep this part for your records. CP 575 G (Rev. 7-2007) Return this part with any correspondence so we may identify your account. Please correct any errors in your name or address. CP 575 G 9999999999 Your Telephone Number Best Time to Call DATE OF THIS NOTICE: 07-29-2015 ( ) - EMPLOYER IDENTIFICATION NUMBER: 47-4656090 FORM: SS -4 NOBOD INTERNAL REVENUE SERVICE INNOVATIVE EXTRACTIONS LLC CINCINNATI OH 45999-0023 DAVID HARGETT SOLE MBR 11 19111 1 M 11111111 111 11 11 11 1111 1 32295 MISSION TRAIL STE R8 NUM 425 LAKE ELSINORE, CA 92530 \ / CD CD Q \ 2§{ - 2- « CD _ \ \ ) \0 < < . - ( m m::©> z0 f \\\\ : /\§ » t:EE m !>Z: Generated on: This page was generated by TSDR on 2018-03-27 14:09:11 EDT Mark: INNOVATIVE CBD INNOVATIVE CBD US Serial Number: 86646135 Application Filing May 29, 2015 Date: US Registration 5066834 Registration Date: Oct. 25, 2016 Number: Filed as TEAS RF: Yes Currently TEAS BE: Yes Register: Principal Mark Type: Trademark Status: Registered. The registration date is used to determine when post -registration maintenance documents are due. Status Date: Oct. 25, 2016 Publication Date: Aug. 09, 2016 Mark Information Mark Literal INNOVATIVE CBD Elements: Standard Character Yes. The mark consists of standard characters without claim to any particular font style, size, or color. Claim: Mark Drawing 4 - STANDARD CHARACTER MARK Type: Disclaimer: "CBD" and Services Note: The following symbols indicate that the registrant/owner has amended the goods/services. • Brackets (..) indicate deleted goods/services; • Double parenthesis ((.-)) identify any goods/seivices not claimed in a Section 15 affidavit of incontestability; and • Asterisks'_' identify additional (new) woiding in the goods/services. For: Topical analgesics; tinctures, namely, herb extracts; herbal anti-inflammatory salves; all of the foregoing containing hemp oils or extracts and CBD International 005 - Primary Class U.S Classics): 006, 018, 044, 046, 051, 052 Class(es): Class Status: ACTIVE Basis: 1(a) First Use: Oct. 2014 Use in Commerce: Jan. 2015 For: lip balms containing hemp oils or extracts and CBD International 003 - Primary Class Classics): Class Status: ACTIVE Basis: 1(a) First Use: Feb. 2015 Basis Infor► U.S Class(es): 001, 004, 006, 050, 051, 052 Use in Commerce: Feb. 2015 ation (Case Level Filed Use: Yes Currently Use: Yes Filed ITU: No Currently ITU: No Filed 44D: No Currently 44D: No Filed 44E: No Currently 44E: No Filed 66A: No Currently 66A: No Amended Use: No Amended ITU: No Amended 44D: No Amended 44E: No Filed No Basis: No Currently No Basis: No Current Owners Information Owner Name: INNOVATIVE IN TRACE TICA S, C Owner Address: C/O CHERNIS A. RO.7P PC 24250 YMPIC B VD S'. ITE 4000 - SANTA MONICA, CA IFORNIA 90404 NITED STATES Legal Entity Type: IMITED _]ABI. ITY COMPANY State or Country CA', IFORNIA Where Organized: Attorney/Correspondence Information Attorney of Record - None Correspondent Correspondent Innovative Extractions, C Name/Address: c/o Chemis aw roup 2425 Olympic Blvd Suite 4000 Santa Monica, CA. IFORNIA 90404 NITED STATES Phone: (310)566-4388 Domestic Representative - Not Found Prosecution History Proceeding Date Description Number Oct. 25, 2016 RE'.' ISTERED-PRINCIPA REISTER Aug.09,2016 P. '.B ]SHED FOR OPPOSITION lul. 20, 2016 NOTICE OF PB. ]CATION . 13, 2016 A, '.TOMATIC PDATE OF ASS[ NMENT OF 0 NERSHIP Jul. 06, 2016 ITHDRA'. A OF ATTORNEY RANTED Jul. 06, 2016 TEAS ITHDRA. A_OF ATTORNEY RECEIVED Jul. 07, 2016 A OFFICE P'. ,.,B. ICATION REVIE". COMP'ETED 68171 Jul. 06, 2016 APP. ICANT/CORRESPONDENCE CHAN ES (NON-RESPONSIVE) ENTERED 88888 Jul. 06, 2016 TEAS CHAN,eE OF 0'. NER ADDRESS RECEIVED Jul. 01, 2016 APPROVEDFORP'.B-PRINCIPA RE. ISTER Jun. 25, 2016 APP (CANT/CORRESPONDENCE CHAN ES (NON-RESPONSIVE) ENTERED 88888 Jun. 25, 2016 TEAS CHAN. '.E OF O'. NER ADDRESS RECEIVED Jun.13,2016 TEAS/EMAI. CORRESPONDENCE ENTERED 68171 Jun. 13, 2016 CORRESPONDENCE RECEIVED IN A. OFFICE 68171 Jun. 09, 2016 TEAS RESPONSE TO OFFICE ACTION RECEIVED Apr. 01, 2016 NOTIFICATION OF NON-FINA,. ACTION E-MAI_ED 6325 Apr. 01, 2016 NON-FINA: ACTION E -MANED 6325 Apr. 01, 2016 NON-FINA ACTION BITTEN 82107 Mar. 10, 2016 TEAS/EMAI. CORRESPONDENCE ENTERED 88889 Mar, 09. 2016 CORRESPONDENCE RECEIVED IN -A..,. OFFICE 88889 Mar. 09, 2016 TEAS RESPONSE TO OFFICE ACTION RECEIVED Sep. 09, 2015 NOTIFICATION OF NON-FINA_ACTION E -MAI. ED 6325 Sep.09, 2015 NON-FINA ACTION E -MATED 6325 Sep. 09, 2015 NON-FINA ACTION BITTEN 82107 Sep.08,2015 ASSI_. NED TOE AMINER 82107 Jul. 21, 2015 ASSI NED TOEAMINER 76072 Jun. 16, 2015 APP ]CANT AMENDMENT PRIOR TO E AMINATION - ENTERED 68171 1, 15, 2015 ASSI NED TOE AMINER 73355 .n, 15, 2015 ASSI NED TOE AMINER 82107 Jun. 09, 2015 ASSI NED TO IE 68171 Jun. 05, 2015 NE APP. (CATION OFFICES PP IED DATA ENTERED IN TRAM Jun. 02, 2015 TEAS VO_.. NTARY AMENDMENT RECEIVED Jun, 02, 2015 TEAS CHAN'.`:E OF CORRESPONDENCE RECEIVED 'an. 02, 2015 NE'. APP: (CATION ENTERED IN TRAM TM Staff and Location Information TM Staff Information - None File Location Current Location: P B:'ICATION AND ISS'.'E SECTION Date in Location: Oct. 25, 2016 Assignment_ Abstract Of Title Information Summary Total Assignments: 1 Conveyance: CHANE OF NAME ReellFrame: 5821/0001 Date Recorded: Jun, 24,2016 Supporting assignmenttm-5821-0001.pdf Documents: Name: INNOVATIVE F_ TRACTIONS, C Legal Entity Type: IMITED IABP. ITY COMPANY Registrant: INNOVATIVE N..ITRACE TICAS, C Pages: 4 Assignor Execution Date: Jun. 10, 2016 State or Country CA. IFORNIA Where Organized: Assignee Name: INNOVATIVE N TRACE TICA S, C Legal Entity Type: IMITED IABi. ITY COMPANY State or Country CA', IFORNIA Where Organized: Address: C/O CHERNIS A. RO: P PC 2425 O YMPIC B VD S'.', ITE 4000 SANTA MONICA, CA. IFORNIA 90404 Correspondent Correspondent MICHAECHERNIS Name: Correspondent 24250 YMPIC B. VD S', :ITE 4000 - Address: SANTA MONICA, CA 90404 Domestic Representative - Not Found INwn ATIVF kCZu r. n1 ❑ r.e ❑' .,,, .,..o INNO ATIVE r1A INNO ATIVE We R ONLY ..;'.CAPSULES 6mg CBD - 30ct samo'lcw+rlaaw�vadn BeAwmmmrvitlin Wd+ad Wn+'4 Pte'+'-t�mmprm+rd+�snd idd6tlrd9a+'�dnroNn+4 uam✓.aweeM wgat. dive oil, ��weamPha essentjc ial ail. hol crystals. °'4 o,n,j '*pt essemialoilic organic clout peppetmit aessea d ofd orgaCordele, 70 G o tad yl� M[ 02[02*matted W—WW line" henlp- U,m Apply taplcaNyta sore mus ia`. eep away from face and WSKW* areas �.axw.n,ws>g* A z.l W shake Verdi Verdi tr*a.* the 04MYe aa�wamiWambaYVaeabaf Ia YNY. Nutrition Facts sRwm �:1 n W mmaa . a bonuh Wales f.Nmles t6 INNO ATIVEtl frd.]Sg Nwurrd fiswr, Sxurabdfat.tq N*v9010r. caroonfdrue, 3.59 a� a - cm sae Mamaaeoweby F �> ysww.nww ken 611 www.inlwvathmCBO.wm BLUEBERRY? liml liM6 iia 4b Rem R*mp 6 41111 38019 3 sedgy as ha..p..w2 i twn ar w *a.ia4. 04MYe aa�wamiWambaYVaeabaf Ia YNY. Nutrition Facts sRwm �:1 n W mmaa . Serr4g5 P cont N :4 bonuh Wales f.Nmles t6 1krtp C*D aB. SiMq frd.]Sg Nwurrd fiswr, Sxurabdfat.tq N*v9010r. caroonfdrue, 3.59 LEMON cm sae Mamaaeoweby 11 �> ysww.nww ken 611 www.inlwvathmCBO.wm From SEED to Our INDUSTRIAL I II, -MP Is organically grown on our own farms in Spain.our products are manufactured in the US using only the highest quality organic ingredients. wI n IS OUR PRODU( r DIFFERENT ERENI' FROM ANY OTHER? • ISO/ICI.'. 1702:112005 Accredited 1A T,ted Productsof the IngLcst ymJih • Sohmd Fm, ExUaded . 100"a 01gam" INNOYATIVE0 ORGANIC B„ IAAOA VIM,. \11111M,111THALS, UI(.00 ..,, v inn i alxlc i I of :� pw d:LDuil W,J LCannaSafe Au MdI�atiion N'7353 Certificate of Analysis powered by Confident Cannabis ISO/ SEC 17025:2005 ACCREOmATED LABORATORY 2 of 3 Certificate No. L12 227 Innovative CBD Sample: 1711CSA0118.1245 Murrieta, CA 92562 Certificate Number: Lic. If Strain: CBD 1 Acetone Batch#: ; Batch Size: - grams Pass Sample Received: 11/30/2017; Report Created: 12/01/2017; Expires: 12/31/2017 CBD 1 ' Concentrates & Extracts, Other O! Residual Solvents Pass Testing method: GC -003 Pass Analyte LOQ t.Vrr: i. Mass Status ..,,. PPM Acetone ND Pass Acetonitrile l _ 'I i?.I ND Pass Butane NO Pass Ethanol ......- .. .. ND Pass Heptane NO Pass Hexanes c'+.- ND Pass Isobutane .. .. ND Pass Isopropanol ... . ,- -.) ND Pass Pentane>.— ND Pass Propane I-' 1. 0 ND Pass LOQ- Limit of Quantitation: The reported result is based on a sample weight with the applicable moisture content for that sample: Unless otherwise stated all quality control samples performed within specifications established by the Laboratory. 25575Highway79 / /'� Confident Cannabis .!-� Santa Ysabel, CA 7� %"� All Rights Reserved cannasaro (951)239-3239 support@confidentcannabis.com Douglas Duncan ��.� hop://csalabs.com 1666) 506-5866 Lick TCRA16-10: Form ID: CF -003 Scientific Director www.confidentcannabis.com ' Pending srnpe. acmeditation/'Not part of accredited scope This product haxhcen tested by CannaSafe A ilytics. LLC using valid testing methodologies and a quality system as required by slate lay. values reported relate only to the product tested CannaSafe AnalyOcs. LLC makes no claims as to the efficacy. safety or other risks associated with any detected or non detected levels of anycompounds reported herein. This Certificate shall not be reproduced except in full, without the written approval of CannaSafe Analytics. U.C. Accreditation No. 73653: ISO/ IEC 17025:2005 ACCREDITATED LABORATORY: Certificate No. L17 -52 -RI CA M , A CannaSatil recltatlon Nn�73653 Certi t • Fate of ' `n a l ys i Powered by Confident Cannabi / IEC 17025:2005 ACCREDITATED LABORATORY 3 of lificale No. L12� 227 I, 7vative CBD Sample: 1711CSA0118.1245 Murrieta, CA 92562 Certificate Number: Lic. # Strain: CBD 1 Batch#: ; Batch Size: -grams Sample Received: 11/30/2017; Report Created: 12/01/2017; Expires: 12/31/2017 M O CBD 1 4 Concentrates & Extracts, Other O! Pesticides Pass Analyte LCIQ i i Mass Status Analyte LbQ Limit Mass Status �Ii PPM ` kl �i PPM Abamectin ND Pass Imazalil 1� ND Pass Acephate 1 i „1', ;- ND Pass Imidacloprid o u ND Pass Acequinocyl ND Pass Malathion t ND Pass Acetamiprid t3 NO Pass Metalaxyl 1 �> ND Pass Aldicarb ND Pass Methiocarb IND Pass Azoxystrobin 1 ND Pass Methomyl " ND Pass Bifenazate Iv NO Pass Methyl Parathion - ND Pass Bifenthrin 1 0 )i ND Pass Myclobutanil ND Pass Boscalid 1 (i ND Pass Naled Z' ;' ND Pass Carbaryl ND Pass Oxamyi 1 t ND Pass Carbofuran ND Pass Paclobutrazol I , " ''h' ND Pass Chlorantraniliprole NO Pass Permethrin ND Pass Chlorfenapyr G ND Pass Phosmet - ND Pass Chlorpyrifos ND Pass Piperonyl Butoxide ND Pass Clofentezlne NO Pass Prallethrin? ND Pass Cyfluthrin 1 'u NO Pass Propiconazole ' ND Pass Cypermethrin << ND Pass Pyrethrins ND Pass Daminozide ;( ND Pass Pyridaben _ ND Pass Diazinon ND Pass SpinosynA ND Pass Dichlorvos ND Pass Spinosyn D ND Pass Dimethoate G ND Pass Spiromesifen NO Pass Etofenprox NO Pass Spirotetramat ND Pass Etoxazole - <LOQ Pass Spiroxamine ND Pass Fenoxycarb +f ND Pass Tebuconazole ND Pass Fenpyroximate ND Pass Thiacloprid ND Pass Fipronil ND Pass Thiamethoxam ND Pass Flonicamid 1 ND Pass Trifloxystrobin ND Pass Hexythiazox NO Pass =Limit of Quantitation: The reported result is based on as ample weight with of samples performed within specifications established by the Laboratory. moisture content for that sample; Unless otherwise stated all quality I 25575 Highway 79Confident Cannabis Santa Ysabel, CA All All Rights Reserved cannasafe support@confidentcannabis.com (951) 239-3239 Douglas Duncan9�d http://csalat)s.com Duncan(866)506-5866 Lic#TCRA16-10: Form ID: CF -003 Scientific Director www.confidentcannabis.com coding scope acoeaditation,"Not part of accredited scope This product has been tested by CannaSafe Analytics, LLC using valid testing methodologies and a quality system as required by Ielaw.Values reported relate onlyto the product test ed. CannaSafe Analytics, LLC makes no claimsas tolheefficacy,safetyor other risks associated with anydetected ornon-detected FIs of anycomlwunds reported herein. This Certificate shall not be reproduced except in full,wiihout the written approval of CannaSafe Analytics, LLC. Accreditation No. 73653; ISO/ IEC ac- CannaSafe rcreditatim N.773653 Certs ,tate of Analysis sis Powered by Confident Cannabis O / IEC 17025:2005 ACCREDITATED LABORATORY 1 of 1 rrtificate No.1-12-227 wative CBD Murrieta, CA 92562 Lic. # 6mg Capsule Ingestible, Capsule Sample: 1712CSA0040.1330 Certificate Number: Strain: 6mg Capsule Batch#:; Batch Size: -grams Sample Received: 12/13/2017; Report Created: 12/14/2017; Expires: 01/13/2018 inabinoids 0.6g Testing method: HPLC -002 Analyte !s:%G Mass Mass =:=,icnft mg/unit mg/g THCa ND ND A9 -THC 0.12 0.20 A8 -THC O.J. ND ND THCV W, ND ND CBDa 3.00 5.00 WOMAN CBD 3.48 5.80` CBN O,Ov ND ND CBGa ND ND CBG 0e ND ND CBC ND ND Total 6.60 11.00 0.12 mg/unit F ; 611 mg/unit j Total THC Total CBD Total THC = THCa' 0.877+ d9 -THC Total CBD = CBDa' 0.877 + CBD LOQ = Limit of Quantitation; The reported result is based on a sample weight with the applicable moisture content for that sample; Unless otherwise stated all quality control samples performed within specifications established by the Laboratory. Safety NotTested E I i I Pesticides i I ( Not Tested ) Solvents Not Tested Microbials Not Tested I >__ Metals j NotTested c Mycotoxins i Not Tested 3 Foreign Matter Terpenes Testing method: GC -002 Ana" +r,r' Mass Mau NT Moisture 1 Water Activity J .._.. .. ..._._�__ _____. _+ 25575 Highway 79Confident Cannabis /�oA Santa Ysabel, CA /� � All Rights Reserved 'i. CannaSafe (951) 239-3239 supPort@confide Douglas Duncan (866) 506-5866http://csalabs.com e JJ Lic#TCRA16-10; Form ID:CF-003 Scientific Director www.confidentcannabisxom 'ending scope accreditation; 'Not part of accredited scope This product has been tested by CannaSafe Analytics, LLC using valid testing methodologies and a quality system as required by ate law. Values reported relate only to the product tested. CannaSafe Analytics. LLC makes no claims as to the efficacy, safety or other risks associated with any detected or non-detected vels of any compounds reported herei n. This Certificate shall not be reproduced except in full, without the written approval of CannaSafe Analytics, LLC. Accreditation No. 73653; iSO / IEC 1025:2005 ACCREDITATE D LABORATORY; Certificate No. L 17-52-R3 CLIENT SAMR E TYPE CSA [AB ID NO. SAMR E ID NO. LOT NO. MOISTi RE CONTENT Innovative CBD CONCENTRATE1 D06246265 NA 010216 NA CERTIFICATE OF ANALYSIS STRAIN DATE OF ANAs YSIS RECEIVED ON E[ FIRATION DATE TEST METHODS I ATER ACTIVITY Medical Cannabis Certificate of Analysis No. A4205C CBD Kompolti 2/03/2016 2/02/2016 3/03/2016 HPLC NA Delta 9 Tetrahydrocannabinol D9 THC I MD 0.001 Delta 9 Tetrahydrocannabinol A D9 THCA i MD 0.00! Cannabidiol CBD 334.24 33,421 Cannabidiol Acid CBDA 181.79 18.181 Cannabinol CBN i MD 0.001 Cannabigerol CBi I MD 0.001 Cannabichromene CBC i MD 0.001 Delta 8 Tetrahydrocannabinol D8 THC i MD 0.001:. Cannabigerol Acid CBi A i MD 0,001, Total Potential Cannabinoids Aerobic Bacteria Count Total Coliform Enumeration Bile Tolerant ' :ram - Negative Bacteria E. coli Salmonella "oprovedBy:_ /1wn�Rf/r//uk_ Lab Director Farm CF -003 Rev. 1.2 1113115 iinelr lice California • Washington NOT REI ii ESTED NOT REi i ESTED NOT REC CESTED NOT REi i ESTED NOT RE [ ESTED 011G Grow Track'"' Scan to verify and learn more about your medicine . ❑� www.csalabs.com The results of this analysis are limited to the sample provided by the client unless otheiwAse indlrated. Ci TENT SAMPi E TYPE CSA I AB ID NO. SAMP E ID NO. OT NO. MOISTURE CONTENT Innovative CBD Concentrate D06246048 NA 10616 NA •til l FAA CERTIFICATE OF ANALYSIS STRAIN DATE OF ANAI YSIS RECEIVED ON E'PIRATION DATE TEST METHODS [ ATER ACTIVITY Medical Cannabis Certificate of Analysis No. A3994C Kompoti Hemp 1/08/2016 1/08/2016 2/07/2016 HPI C NA Delta 9 Tetrahydrocannabinol D9 THC I MID I MDI Delta 9 Tetrahydrocannabinol A D9 THCA I MD I MDi Cannabidiol CBD 160.01 16.001'. Cannabidiol Acid CBDA 190.62 19.061 Cannabinol CBN I MD; l MDI Cannabigerol CBI'_ I :MD MDI Cannabichromene CBC I MID MDl Delta 8 Tetrahydrocannabinol D8 THC I MD MD1 Cannabigerol Acid CBi A I 'MD; 0.001 Total Cannabinoids: 350.63mg/g METHODASSAY Yeast I7 Mold Count AOAC 997.02 NOT DETECTED Aerobic Bacteria Count AOAC 990.12 Total Coliform Enumeration AOAC 2003.01 Bile Tolerant I'ram - Negative Bacteria AOAC 2003.01 E. coli Salmonella AOAC 061301 ■ ■ Grow Track- "oprovedBy:_ 7A,,,ac//<`/lf _ M�� warm arJafe �- Lab Director ana+r:;cs Scan to verify and learn more about your California + Washington medicine. ■ r Form CF -003 Rev. 1.2 1i13115 ,-... o:r www.c5alabs.com The results of this analysis are limited to the sample provided bythe dient unless otherwise indirated. Ct ]ENT SAMPI E TYPE CSA LAB ID NO. SAMPI E ID NO. i OT NO. MOISTL:RE CONTENT llrJi� ttgltl Innovative CBD Concentrate D06246049 NA 10816 NA CERTIFICATE OF ANALYSIS STRAIN DATE OF ANALYSIS RECEIVED ON EIIPIRATION DATE TEST METHODS i. ATER ACTIVITY Medical Cannabis Certificate of Analysis No. A3995C Kompoti Hemp 1/11/2016 1/08/2016 2/10/2016 HPLC NA Delta 9 Tetrahydrocannabinol D9 THC I: MD I MDI: Delta 9 Tetrahydrocannabinol A D9 THCA 1 MD I MDI Cannabidiol CBD 184.23 18.421 Cannabidiol Acid CBDA 153.90 15.391 Cannabinol CBN I MID 1 MD1 Cannabigerol CBi MD. o MD1 Cannabichromene CBC MD 1 MD1 Delta 8 Tetrahydrocannabinol D8 THC MD: MDI Cannabigerol Acid CBI A MD 0.001 Total Cannabinoids: 338.13mg/g "provedBy:_,Aamlall AQ Lab Director Form CF -003 Rev. 12 1!13!15 unn/rccs California • Washington FEI� } ❑� Grow Track"" i Scan to verify and learn more about your medicine. �— www.csalabs.com The results of this analysis are limited to the sample provided by the client unless otherwise indicated. METHODASSAY Yeast I Mold Count NOT REI I ESTED Aerobic Bacteria Count NOT REi i,.i ESTED Total Coliform Enumeration NOT RE' i ESTED Bile Tolerant l ;ram - Negative Bacteria NOT REI `i ESTED E. coli NOT RE ESTED Salmonella NOT RE:I ESTED "provedBy:_,Aamlall AQ Lab Director Form CF -003 Rev. 12 1!13!15 unn/rccs California • Washington FEI� } ❑� Grow Track"" i Scan to verify and learn more about your medicine. �— www.csalabs.com The results of this analysis are limited to the sample provided by the client unless otherwise indicated. CI ]ENT SAMPi E TYPE CSA LAB ID NO. SAMPLE ID NO. I OT NO. MOIST! ',RE CONTENT Delta 9 Tetrahydrocannabinol Delta 9 Tetrahydrocannabinol A Cannabidiol Cannabidiol Acid Cannabinol Cannabigerol Cannabichromene Delta 8 Tetrahydrocannabinol Cannabigerol Acid Tetra hyd rocs n nabiva ri n ^_ 5 p PJ1A »w CERTIFICATE OF ANALYSIS Medical Cannabis Certificate of Analysis No. A4457C Innovative CBD STRAIN ( CBD Kompolti CONCENTRATE 1 DATE OF ANALYSIS 2/26/2016 i D06246522 i RECEIVED ON 2/25/2016 NA E_iPIRATION DATE 3/27/2016 NA ` TEST METHODS HPLC NA ATER ACTIVITY NA • •(nna1g) PERCENT by Mfj D9 THC I MD D9 THCA I MD CBD 346.20 CBDA 257.16 CBN i MD CBI i MD CBC L MD; D8 THC I MD CBi A i'MD. THCV I 'MD Total Potential Cannabinoids 0.0011 0.001 34.621 25.721 0.001 0.001 0.001 0,001 0.0011. 0.001 METHODASSAY Yeast i' Mold Count NOT REI'.I ES I ED Aerobic Bacteria Count NOT R& i ESTED Total Coliform Enumeration NOT REI I ESTED Bile Tolerant I ram - Negative Bacteria NOT R& I: ESTED E. coli NOT RE; L ESTED Salmonella NOT RE. i ESTED "-)proved Lab Director Form CF -003 Rev. 1.2 1/13/15 ria t"�a-r�riSafe ��anc�s California • Washington Qt-- .LJGrow Track'm Scan to verify and learn more about your medicine www.Csalabs.com The results of this analysis are limited to the sample provided by the ctlient unless otherwise indicated. CLIENT SAMPLE TYPE CSA LAB ID NO. SAMPLE ID NO, LOT NO. MOISTURE CONTENT Delta 9 Tetrahydrocannabinol Delta 9 Tetrahydrocannabinol A Cannabidiol Cannabidiol Acid Cannabinol Cannabigerol Cannabichromene Delta 8 Tetrahydrocannabinol Cannabigerol Acid Cannabidavrin Innovative CBD CONCENTRATE1 D06246866 NA NA NA CERTIFICATE OF ANALYSIS STRAIN DATE OF ANALYSIS RECEIVED ON EXPIRATION DATE TEST METHODS WATER ACTIVITY Medical Cannabis Certificate of Analysis No. A4796C I CBD Capsules 3/22/2016 3/21/2016 4/22/2016 I HPLC NA D9 THC <MDL 0.00% D9 THCA <MDL 0.00% CBD 6.16 0.62% CBDA 3.76 0.38% CBN <MDL 0.00% CBG <MDL 0.00% CBC <MDL 0.00% D8 THC <MDL 0.00% CBGA <MDL 0.00% CBDV <MDL 0.00% Total Potential Cannabinoids METHODASSAY Yeast & Mold Count NOT REQUESTED Aerobic Bacteria Count NOT REQUESTED Total Coliform Enumeration NOT REQUESTED Bile Tolerant Gram - Negative Bacteria NOT REQUESTED E. coli NOT REQUESTED Salmonella NOT REQUESTED ^ 1proved 8y;_�Ai& ell(A/ Lab Director Form CF -003 Rev. 1.2 V1105 awl°�r1f,H Safe rnaq•!ics California • Washington Ir Grow Track'"' Scan to verify and learn more about your medicine. QI www.csalabs.com The results of this analysis are limited to the sample provided by the client unless othervtise indicated. CLIENT SAMPi E TYPE CSA I AB ID NO. SAMP! E ID NO. 1 OT NO. MOISTi `RE CONTENT Innovative CBD CONCENTRATE1 D06247010 NA NA NA J CERTIFICATE OF ANALYSIS STRAIN DATE OF ANALYSIS RECEIVED ON E_PIRATION DATE TEST METHODS II ATER ACTIVITY Medical Cannabis Certificate of Analysis No. A4941 C CBD Tincture Butterscotch 3/29/2016 3/28/2016 4/29/2016 HPI C NA Delta 9 Tetrahydrocannabinol D9 THC I MID 0.001 Delta 9 Tetrahydrocannabinol A D9 THCA I MD 0.001 Cannabidiol CBD 2.39 0.241 Cannabidiol Acid CBDA 1.59 0.161; Cannabinol CBN I 'MD: 0.001 Cannabigerol CBL` I:'MD 0.001 Cannabichromene CBC 1 MD 0.001 Delta 8 Tetrahydrocannabinol D8 THC i ;MID 0.001 Cannabigerol Acid CBI 'A i MD 0,001 Tetra hyd rocan nabiva ri n THCV I'MD 0.001 Total Potential Cannabinoids ASSAY OD Yeast I i Mold Count NOT REo I ESTED Aerobic Bacteria Count NOT REI ii ESTED Total Coliform Enumeration NOT REi i ESTED Bile Tolerant ::ram - Negative Bacteria NOT REI i,I ESTED E. coli NOT REii ESTED Salmonella NOT RE: I:;ESTED proved 8y:_ � i+ wWal//lx,,m Lab Director Form CF -003 Rev. 1.2 1113115 07i 4 .*,..1ni,.r„ afe anc+tams California • Washington Grow Track'"' Scan to verify and learn more about your t` medicine. www.csalabs.com The results of this analysis are limited to the sample provided by the client unless otherwise indicated. C LENT SAMPI E TYPE CSA FAB ID NO. SAMPLE ID NO. I OT NO. MOISTn RE CONTENT �l :< PJL1 waw Innovative CBD Flower D06246963 NA NA NA CERTIFICATE OF ANALYSIS STRAIN DATE OF ANAPP YSIS RECEIVED ON El IIPIRATION DATE TEST METHODS n ATER ACTIVITY Medical Cannabis Certificate of Analysis No. A3911C Komploti Hibryd Hemp 12/22/2015 12/22/2015 1/21/2016 P-007 NA Delta 9 Tetrahydrocannabinol D9 THC 0.40 0.041' Delta 9 Tetrahydrocannabinol A D9 THCA 1.34 0.131 Cannabidiol CBD 6.64 0.661 Cannabidiol Acid CBDA 27.11 2.71 Cannabinol CBN I'MD. i MDI Cannabigerol CBI MD: MDI 'annabichromene CBC 0.50 0.051 ` Delta 8 Tetrahydrocannabinol DS THC 1 SMD: MDI Cannabigerol Acid CBI:;A 0.70 0.071:. Total Cannabinoids: 3.7% PERCENT by MASS D9 THC: 0.041 CBG: € MDIF7�_- i'°• CBD: 0.66 cec 0.051 CBN: I_MDI_ DSTHC: I..MD1 .T. Yeast i Mold Count AOAC 997.02 Aerobic Bacteria Count AOAC 990.12 Total Coliform Enumeration AOAC 2003.01 Bile Tolerant !'ram - Negative Bacteria AOAC 2003.01 E. coli ADAC 991.14 Salmonella ADAC 061301 AApproved </%dA//c��nsF�r WIIT's (' na Grow Traekr"' PP v _ Safe ti Lab Director nnwnc�s t Scan to verify and learn more abut your California • Washington medicine. .n CF -003 Rev, L2 1/13A5 _.-r ,. �'+' 0%—. � wvvw. csa labs. corn The results of this analysis are limited to the sample provided by the client unless otherwise indicated. CENT SAMPI-E TYPE CSA i AB ID NO. SAMPt E ID NO. i OT NO. MOISTI IRE CONTENT Innovative CBD Flower D06245963 NA NA NA CERTIFICATE OF ANALYSIS STRAIN DATE OF ANAFYSIS RECEIVED ON Er'PIRATION DATE TEST METHODS ❑ ATER ACTIVITY Medical Cannabis Certificate of Analysis No. A3911C Kompioti Hibryd Hemp 12/22/2015 j 12/22/2015 1/21/2016 P-007 NA Delta 9 Tetrahydrocannabinol D9 THC 0.40 0.041_! Delta 9 Tetrahydrocannabinol A D9 THCA 1.34 0.131 Cannabidiol CBD 6.64 0.661 Cannabidiol Acid CBDA 27.11 2.711: Cannabinol CBN I MD MDI Cannabigerol CB1', I MD I'MDl 'annabichromene CBC 0.50 0.05: Jells 8 Tetrahydrocannabinol D8 THC I',MD I: MDI Cannabigerol Acid CBI_',A 0.70 0.071 Total Cannabinoids: 3.7% INNO ATIVE PERCENT by MASS D9 THC: 0.04i CBG: MD[ , Ci 0.664 cec:` 0.05:. A� CBN: I_MDI. D8 THC: I_MDI. ASSAY • , Yeast I Mold Count AOAC 997.02 Aerobic Bacteria Count AOAC 990.12 Total Coliform Enumeration AOAC 2003.01 Bile Tolerant I'ram - Negative Bacteria ADAC 2003.01 E. coli AOAC 991.14 Salmonella AOAC 061301 %—I Grow Track— Approved $y:_�-,:1.'�rJr,//`//n.!f�, a r:;;'"i;"!c3$df@ Scan to verify and Lab Director learn more about your California • Washingtonmedicine. .n CF -003 Rev. 1.21113115 .,.; www.csalabs.coni The results of this analysis are hmited to the sample pravided by the dient unless othervdse indicated. 01 CLIENT SAMPLE TYPE CSA SAMPLE ID No. LOT No. INTAKE WEIGHT MOISTURE CONTENT 1 Delta 9 Tetrahydrocannabinol - THC Delta 8 Tetrahydrocannabinol - THC Cannabidiol - CBD Cannabigerol - CBG *Cannabichromene - CBC Cannabinol - CBN milligrams per gram CBD CERTIFICATE OF ANALYSIS OF ANALYSIS :IVED ON RATION DATE METHOD A METHOD B < MDL mg / ml <MDLmg/ml 0.050 mg / ml <MDLmg/ml < MDL mg/ ml <MDLmg/ml CBD Capsule Medical Cannabis Certificate of Analysis No. A2325C CBD Capsule < 0.10% < 0.10% 1.05% < 0.10% < 0.10% < 0.10% Percent by Weight Total Active Cannabinoids 10.5 mg per gram "B" MICROSCOPIC EVIDENCE Y/N SEVERITY 1-10 !� INVESTIGATION "a" This report has been amended Mold No ❑ Mildew No Contaminant No Grow Track'm Scan to verify and IF learn more about your ��e Canin.ajafe medicine. Lab Director enervtms www.csalabs.com CannaSafe Analytics - Southern California - (951)239-3239 - info@csalabs.com The results of this analysis are limited to the sample provided by the client unless otherwise indicated. Form CF -001 Nev. 1.1 10/15/14 1 of 1 * The test results for this cannabinoid is not currently covered by our scope of accreditation. ®' CLIENT SAMPLE TYPE iVape OiL CSA SAMPLE ID No. ID062, LOT No. NA INTAKE WEIGHT 15 ml MOISTURE CONTENT INA Delta 9 Tetrahydrocannabinol - THC Delta 8 Tetrahydrocannabinol - THC Cannabidiol - CBD Cannabigerol - CBG *Cannabichromene - CBC Cannabinol - CBN Milligrams per ml CBD P, I FAA .tng CERTIFICATE OF ANALYSIS OF ANALYSIS VED ON ATION DATE METHOD A METHOD B < MDL mg / ml <MDLmg/ml 1.846 mg / ml <MDLmg/ml <MDLmg/ml < MDL mg / ml Blue Berry Vape Oil IL [1W10 A_nyytt 6tOf5b R%�-. :ex Total Active Cannabinoids 75.0 mg / unit Medical Cannabis Certificate of Analysis No. A3442C Blue Berry Vape Oil 02/11/2016 102/10/2016 05/11/2016 P007 < 0.10% < 0.10% 0.37% < 0.10% < 0.10% < 0.10% Milligrams per Unit Bt' MICROSCOPIC � !O INVESTIGATION EVIDENCE V/N SEVERITY 1-10 "a" This report has been amended Mold No Mildew No Grow Track'" Contaminant No Scan to verify and learn more about your proved e C a E E f3 a jafe medicine. Lab Director fl0e1yt1cs www.csalabs.com CannaSafe Analytics - Southern California - (951)239-3239 - info@csalabs.com Form CF -002 Rev. 1.1 10/15/14 The results of this analysis are limited to the sample provided by the client unless otherwise indicated. The test results for this cannabinoid is not currently covered by our scope of accreditation. 1 of 1 VA CLIENT Innovate SAMPLE TYPE Vape Oil CSA SAMPLE ID No. D062411 LOT No. NA INTAKE WEIGHT 115 ml MOISTURE CONTENT INA Delta 9 Tetrahydrocannabinol - THC Delta 8 Tetrahydrocannabinol - THC Cannabidiol - CBD Cannabigerol - CBG *Cannabichromene - CBC Cannabinol - CBN Milligrams per ml I CERTIFICATE OF ANALYSIS Medical Cannabis Certificate of Analysis No, A3443C Vape Oil c OF ANALYSIS :IVED ON RATION DATE METHOD A METHOD B • MDL mg/ml <0.10% < MDL mg / ml < 0.10% 1.900 mg / ml 0.38% <MDLmg/ml <0.10% < MDL mg / ml <0.10% < MDL mg/ml <0.10% Vanilla Vape Oil Total Active Cannabinoids 76.0 mg / unit Milligrams per Unit "B" MICROSCOPIC 10RAM INVESTIGATION EVIDENCE Y/N SEVERITY 1-10 "a" This report has been amended Mold No Mildew No Grow Track TM Contaminant No Scan to verify and learn more about your ,.provedBy:_eAfflall(AjA Va C e�l'?naSafe medicine. Lab Director a°aiv,I°s www.csalabs.com CannaSafe Analytics - Southern California - (951)239-3239 - info@csalabs.com Form CF -002 Rev. 1.1 10/15/14 The results of this analysis are limited to the sample provided by the client unless otherwise indicated. -The test results forth is cannabinoid is not currently covered by our scope of accreditation. 1 of 1 im CLIENT 'Innovl SAMPLE TYPE Flower CSA SAMPLE ID No. ID0624 LOT No. H0002 INTAKE WEIGHT 13.30g MOISTURE CONTENT 111.821, Delta 9 Tetrahydrocannabinol - THC Delta 8 Tetrahydrocannabinol - THC Cannabidiol - CBD Cannabigerol - CBG *Cann abichromene - CBC Cannabinol - CBN CBD CERTIFICATE OF ANALYSIS '�d„6d•`� re dna Medical Cannabis Certificate of Analysis No. A2439C Felina DATE OF ANALYSIS RECEIVED ON EXPIRATION DATE METHOD A METHOD B < MDL mg/ ml < 0.10% < MDL mg/ ml < 0.10% 0.618 mg / ml 2.98% <MDLmg/ml <0.10% < MDL mg / ml <0.10% < MDL mg/ ml <0.10% Felina Total Active Cannabinoids 2.98% "B" MICROSCOPIC INVESTIGATION EVIDENCE Y/N SEVERITY 1-10 Mold No ❑ Mildew No Contaminant No GrowTrack'm Scan to verify and learn more about your proved By: %��..////e/Gr We f E€ �jdf@ medicine. Lab Director xuervtros www.csalabs.com CannaSafe Analytics - Southern California - (951)239-3239 - info@csalabs.com The results of this analysis are limited to the sample provided by the client unless otherwise indicated. Form CF -003 Rev. 1.1 10/16/14 a. This report has been amended ' The test results forthis cannabinoid is not currently covered by our scope of accreditation. 7 of 1 `® S C A CLIENT Innovative CBD SAMPLE TYPE Infused Product CSA SAMPLE ID No. D06244445 LOT No. L0000901 INTAKE WEIGHT 11.75 oz MOISTURE CONTENT INA Delta 9 Tetrahydrocannabinol - THC Delta 8 Tetrahydrocannabinol - THC Cannabidiol - CBD Cannabigerol - CBG *Cannabichromene - CBC Cannabinol - CBN CERTIFICATE OF ANALYSIS OF ANALYSIS :IVED ON RATION DATE METHOD A METHOD B <MDLmg/ml < MDL mg / ml 0.080 mg/ml < MDL mg / ml • MDL mg / ml • MDL mg / ml Milligrams per Gram Lavender Sweet Orange Salve Medical Cannabis Certificate of Analysis No. A2509C nder Sweet Orange Salve 1/2015 1/2015 < 0.10% < 0.10% 0.14% < 0.10% < 0.10% < 0.10% Milligrams per Unit Total Active Cannabinoids 71.93 mg / unit "B" MICROSCOPIC � 01 INVESTIGATION EVIDENCE Y/N SEVERITY 1-30 "a" This report has been amended Mold No Mildew No min Grow Track TM Contaminant No Scan to verify and ,�� `� learn more about your proved ey:_���.�.� - r_ �.�/:. X166 [ C� s ejaf@ medicine. Lab Director AnalY"°s www.csalabs.com CannaSafe Analytics - Southern California - (951)239-3239 - info@csalabs.com Form CF -002 Rev. 1.1 10/15/14 The results of this analysis are limited to the sample provided by the client unless otherwise indicated. * The test results for this cannabinoid is not currently covered by our scope of accreditation. 1 of 1 CLIENT SAMPLE TYPE CSA SAMPLE ID No. LOT No. INTAKE WEIGHT MOISTURE CONTENT „A" �i Innovative CBD Infused Product D0624446 LG000901 1.75 oz NA Delta 9 Tetrahydrocannabinol - THC Delta 8 Tetrahydrocannabinol - THC Cannabidiol - CBD Cannabigerol - CBG *Cannabichromene - CBC Cannabinol - CBN n\ FAA awes CERTIFICATE OF ANALYSIS AIN E OF ANALYSIS EIVED ON IRATION DATE F METHOD F METHOD B <MDLmg/ml < MDL mg/ml 0.083 mg / ml <MDLmg/ml <MDLmg/ml <MDLmg/ml Milligrams per Gram Lemon Grass Salve Medical Cannabis Certificate of Analysis No, A2510C Grass Salve /11/2015 < 0.10% < 0.10% 0.21% < 0.10% < 0.10% < 0.10% Milligrams per Unit Total Active Cannabinoids 101.7 mg / unit "B" MICROSCOPIC EVIDENCE Y/N SEVERITY 1-10 t o INVESTIGATION "a" This report has been amended Mold No Mildew No Grow TrackT"' Contaminant No Scan to verify and learn more about your proved By:_ A Ve ('anlrfC Safe medicine. 16 Lab Director eO8`Y`"s www.csalabs.com CannaSafe Analytics - Southern California - (951)239-3239 - info@csalabs.com Form CF -002 Rev. 1.1 10/15/14 The results of this analysis are limited to the sample provided by the client unless otherwise indicated. -The test results for this cannabinoid Is not currently covered by our scope of accreditation. 1 of 1 M CLIENT SAMPLE TYPE CSA SAMPLE ID No. LOT No. INTAKE WEIGHT MOISTURE CONTENT native CBD ed Product 4447 10901 oz Delta 9 Tetrahydrocannabinol - THC Delta 8 Tetrahydrocannabinol - THC Cannabidiol - CBD Cannabigerol - CBG *Cannabichromene - CBC Cannabinol - CBN Milligrams per Gram CERTIFICATE OF ANALYSIS Medical Cannabis Certificate of Analysis No. A2511C 11N Natural Salve OF ANALYSIS 05/11/2015 :IVED ON 05/08/2015 RATION DATE 07/11/2015 METHOD A P007 METHOD B P002 < MDL mg / ml < 0.10% < MDL mg/ml <0.10% 0.077 mg / ml 0.16% • MDL mg / ml <0.10% • MDL mg / ml < 0.10% • MDL mg / ml < 0.10% Natural Salve Milligrams per Unit Total Active Cannabinoids 80.36 mg / unit B MICROSCOPIC INVESTIGATION EVIDENCE Y/N SEVERITY 1-10 "a' This report has been amended Mold No Mildew No Contaminant No Grow Track'"' Scan to verify and learn more about your proved By: /aadr//clim/vo �� ( ;kftjafQ medicine. Lab Director Afery"`s www.csalabs.com CannaSafe Analytics - Southern California - (951)239-3239 - info@csalabs.com Form CF -002 Rev. 1.1 10/15/14 The results of this analysis are limited to the sample provided by the client unless otherwise indicated. * The test results for this cannabinoid is not currently covered by our scope of accreditation. i of 1 im CLIENT jlnnoval SAMPLE TYPE unfused CSA SAMPLE ID No. D06244 LOT No. OV000'. INTAKE WEIGHT 1.75 oz MOISTURE CONTENT NA CBD Product Delta 9 Tetrahydrocannabinol - THC Delta 8 Tetrahydrocannabinol - THC Cannabidiol - CBD Cannabigerol - CBG *Cannabichromene - CBC Cannabinol - CBN PJLA hLd" mn.e CERTIFICATE OF ANALYSIS Medical Cannabis Certificate of Analysis No. A2512C Muscle Rub DATE OF ANALYSIS 05/11/2015 RECEIVED ON 05/08/2015 EXPIRATION DATE 07/11/2015 TEST METHOD P007 TEST METHOD B P002 < MDL mg/ ml < 0.10% < MDL mg/ml <0.10% 0.075 mg / ml 0.16% <MDL mg/ ml <0.10% < MDL mg / mI < 0.10% < MDL mg/ ml <0.10% Milligrams per Gram Ova Muscle Rub Milligrams per Unit Total Active Cannabinoids 78.88 mg / unit "B" MICROSCOPIC D �M INVESTIGATION EVIDENCE Y/N SEVERITY 1-10 "a" This report has been amended Mold No Mildew No Grow Track T1 Contaminant No Scan to verify and earn more about your proved By:_�%�o.lo/!c%/ae.:r ��� itSdf2 medicine. Lab Director y`!°s www.csalabs.com CannaSafe Analytics - Southern California - (951)239-3239 - info@csalabs.com Form CF -002 Rev. 1.1 10/15/14 The results of this analysis are limited to the sample provided by the client unless otherwise indicated. * The test results for this cannabinoid is not currently covered by our scope of accreditation. 1 of 1 CLIENT SAMPLE TYPE CSA SAMPLE ID No. LOT No. INTAKE WEIGHT MOISTURE CONTENT 1 1 Delta 9 Tetrahydrocannabinol - THC Delta 8 Tetrahydrocannabinol - THC Cannabidiol - CBD Cannabigerol - CBG *Cannabichromene - CBC Cannabinol - CBN milligrams per gram CBD CERTIFICATE OF ANALYSIS TE OF ANALYSIS :EIVED ON 'IRATION DATE iT METHOD A iT METHOD B < MDL mg / ml < MDL mg/ml 0.971 mg / ml < MDL mg/ ml <MDLmg/ml < MDL mg/ ml W11 Total Active Cannabinoids 38.72% Medical Cannabis Certificate of Analysis No. A2505C CBD < 0.10% < 0.10% 38.72% < 0.10% < 0.10% < 0.10% Percent by Weight "B" MICROSCOPIC EVIDENCE Y/N SEVERITY 1-10 INVESTIGATION "a" This report has been amended Mold No ❑ Mildew No Contaminant No Grow Track'" Scan to verify and learn more about your proved By: /�l/ /k:.��o -SafQ medicine. Lab Director flrrsrvr+ s www.csalabs.com CannaSafe Analytics - Southern California - (951)239-3239 - info@csalabs.com The results of this analysis are limited to the sample provided by the client unless otherwise indicated. Form CF -001 Rev. 1.1 10/15/14 1 of 1 * The test results for this cannabinoid is not currently covered by our scope of accreditation. CLIENT SAMPLE TYPE CSA SAMPLE ID No. BATCH No. INTAKE WEIGHT MOISTURE CONTENT Delta 9 Tetrahydrocannabinol - THC Delta 8 Tetrahydrocannabinol - THC Cannabidiol - CBD Cannabigerol - CBG *Cannabichromene - CBC Cannabinol - CBN milligrams per gram CBD ccry i 'fid„I,F �•:' PJIA mw CERTIFICATE OF ANALYSIS Medical Cannabis Certificate of Analysis No. A2472C Felina Hemp CBD Vape Oil OF ANALYSIS IVED ON RATION DATE METHOD A METHOD B <MDLmg/ml <0.10% < MDL mg / ml < 0.10% 0.187 mg / ml 7.17% <MDLmg/ml <0.10% < MDL mg/ ml <0.10% <MDLmg/ml <0.10% Felina Hemp CBD Vape Oil Total Active Cannabinoids 7.17 % Percent by Weight "B” MICROSCOPIC EVIDENCE Y/N SEVERITY 1-10 a i� INVESTIGATION "a" This report has been amended Mold No ❑ Mildew No Contaminant No Grow Track TM Scan to verify and learn more about your proved By:_ %/�../�// r`�l,i., Wo rF Safe medicine. Lab Director efBrY`r°s www.csalabs.com CannaSafe Analytics - Southern California - (951)239-3239 - info@csalabs.com The results of this analysis are limited to the sample provided by the client unless otherwise indicated. Form CF -001 Rev. 1.1 10/15/14 1 of 1 -The test results for this cannabinoid is not currently covered by our scope of accreditation. CannaSafe analytics Certificate N0. L12-27 California . Washington . Nevada To Whom it May Concern: January 18, 2015 Innovative Extractions has been testing their products with CannaSafe Analytics since 2013. During this period our laboratory has analyzed over 200 samples for a combination of potency, microbial contamination and residual solvents. Not once have we discovered unsuitable microbial growth, contamination or a trace of any hydrocarbon solvent. CannaSafe Analytics can say with confidence that Innovative Extractions utilizes truly solventless CO2 extraction methods that consistently produce clean, high quality cannabis based medicine. Please feel free to contact me with any questions in regards to this letter. Sincerely, Matthew Haskin, President matt@csalabs.com Solventless CO2 CSA Certified /�hJ ✓bd vwuy Accreditation No, 73653 Certificate N0. L12-27 California . Washington . Nevada To Whom it May Concern: January 18, 2015 Innovative Extractions has been testing their products with CannaSafe Analytics since 2013. During this period our laboratory has analyzed over 200 samples for a combination of potency, microbial contamination and residual solvents. Not once have we discovered unsuitable microbial growth, contamination or a trace of any hydrocarbon solvent. CannaSafe Analytics can say with confidence that Innovative Extractions utilizes truly solventless CO2 extraction methods that consistently produce clean, high quality cannabis based medicine. Please feel free to contact me with any questions in regards to this letter. Sincerely, Matthew Haskin, President matt@csalabs.com Solventless CO2 CSA Certified Steep High Halent", CANNABIS RESEARCH AND ANALYTICS 473 Roland Way Suite A j Oakland, CA 94621 Letter of Certification To Whom it May Concern: Innovative Extractions recently had 3 separate samples submitted in order to receive residual solvent analysis (RSA) on CO2 extract. Although CO2 does not need to be tested for residual solvents, as there are none present using this process, Innovative Extractions decided to take the extra step to ensure patients they were truly using a CO2 method. After passing all three tests, our data showed that there was no presence of residual solvents, in addition to co -solvents that can be found in lower quality CO2. Steep Hill Halent can say with absolute certainty that not only does Innovative Extractions use a clean CO2 method, they do not use any hydrocarbon based solvents or co -solvents. Best Regards, Adam Mintz President Steep Hill Halent (510) — 562 -7400 Adam@SteepHilILab.com Innovative Extractions, LLC 32295 Mission Trail R8 #425 _ake Elsinore, CA 92530 Bill To Scarsdale Integrative Family Medicine 2 Overhill Road, #260 Scarsdale, NY 10583 Date Invoice:No. P.O. Number Terms Project 03/17/16 80 48 Due on receipt 1,267.20 Invoice Item Description Quantity Rate Amount 100MG CBD 100MG CBD Tincture Natural Flavor. 48 26.40 1,267.20 Tincture SKU#:641171360601 (Natural) Salve CBD Salve CBD Lemongrass Flavor. 12 35.10 421.20 mongrass) SKU#:641171360694 class Display Glass Display Case. 1 0.00 0.00 Case Please make check payable to Innovative Extractions, LLC Subtotal $1,688.40 Sales Tax (0.0%) $0.00 Total $1,688.40 TG91jer7Tr��y L��./�Bedore Jr. Ph.D., h.D., MBA RE: Letter of Reference To Whom It May Concern, 1699 N. Terry St. Unit 133 Eguene, Oregon 97402 520 431-4655 April 2, 2018 As a researcher certified by the Department of Health and Human Services to conduct research with humans and animals I have worked with David since 2013. David and his team have provided precise cannabinoid formulations that are free of contaminants and are exactly as expected everytime. David and his team have formulated many variations of cannabinoid formulations for the clients I work with, primarily people with serious health challenges. All products are tested and meet or exceed the required specifications at all levels. David is a "go to" person in supporting the efforts of many. As a colleague, David does not wavier in ensuring all work be done within the required legal framework, is active in supporting the advancement of cannabinoids sciences, and is a person that has maintained honesty and integrity in his life and work. David gives many hours of his time to teaching business people about the extraction industry, clients about the health implications surrounding the production and use of cannabinoids, and in doing informational workshops for the public. David is highly engaged and respected in advancing the California cannabis industry. David would be an asset to any community. His commitment to supporting law enforcement, local charities, and supporting a robust and growing business are best practices that are needed in the cannabis industry. David's company is model of good business. I highly recommend that David be supported in his efforts. Dr. Gerry Bedore drbedore@gmail.com AUTISM HOPE nAH ALLIANCE Providing Hope and Help for Autism Families Today Dear Whom It May Concern, Innovative CBD makes all products organically therefore, making them safe for children. They have extensive knowledge in formulating and lab testing to make sure they produce a quality product. Innovative CBD has been donating to our organization for over a year now and with the opportunity to have a THC license they will be able to help more children by making custom ratio blends specific to patients. Warmest Regards, Kristin Selby Gonzalez President/Chairman Mother of rJaxson (diagnosed with autism) 660 Charlotte St. #5 Punta Gorda, FL 33950• www.AutismHopeAlliance.org THrmn: Tracy Marko <tracyn13girls@gmail.com> Date: April 8, 2016 at 12:47:51 PM PDT To: david hargett <4ezertracer812 a yahoo.com> Subject: Letter To whom it may concern I am writing this letter on behalf of my family, for David William Hargett who has helped my daughter Jacinda and myself tremendously over the last 18 months with her epilepsy/seizures and my migraines, insomnia, and carpel tunnel. It was a definite blow to our family when Jacinda was diagnosed and expensive medications were not controlling her seizures enough adding David's specially made oils to her diet has greatly improved her life as well as my own. Being a single mom of three kids is difficult, but to have a sick child while trying to take care of their special needs, that of yourself, and your other children is overwhelming and expensive so for David to donate all of his medicine to improve our lives greatly was a godsend. I am extremely and forever grateful for is generosity. The CBD and THC Tincture has helped with not only her seizures but also for my anxiety and insomnia. The Ova rub has been extremely helpful for me to continue working as a hairstylist without pain in my wrist and fingers as well as for my back, neck, shoulder and knee pain from old injuries. I would be devastated and depressed if I no longer had his medicine for my daughter as well as myself. Tracy Marko I have suffered with severe Osteoarthritis for over 40yrs. Having undergone 6 major joint replacements as well as spinal surgery I have lived with incredible pain. No matter how strong, the type, or dosage of pain medication, there has always been residual pain. Recently, I was introduced to the company "Auric Wellness" that offered me the product; "Innovative OVA Muscle Rub". It was like finding the "golden egg" of pain remedies! After trying anything on the medical market that promised major relief and never delivering, I had few expectations that this product would be any different. What a wonderful surprise to find something that actually made a difference to my life. It is a light salve that can easily be applied and suddenly the pain seems to disappear. It did not make me numb or burn with overheating. It just subtlety alleviates my pain. It is just a simple rub that lets me function daily, lets me sleep at night, and lets my body feel like the clock has been turned back 30years.1 cannot believe that this product is not flying off of shelves wherever available! After a long work day, with constant lower back discomfort, a small application will slowly dissipate the pain and make me feel comfortable for hours or even days. I just forget that I had any pain for a while. An amazing product! Where has it been all my life and why did it take so long to be developed? This is a true medical secret that needs to be let out for people who suffer any type of muscular pain or injuries. From: Dawn Marie Lake <dawnmarielakengmai1.com> Date: April 11, 2016 at 1:33:46 PM PDT To: de7ertracer812nvahoo.com Subject: Thank -you so much! Hello Dave and the Innovative team, I want to thank you very much for your fabulous CBD oil. As a health food store owner, I am thrilled to find such a high quality, organic, oil. I am personally taking it for anxiety and a possible auto -immune issue, and I am feeling much better. l have a friend with MS that. has been taking your CBD for almost 2 months, and is doing great! My step -dad with pulmonary fibrosis is taking the CBD oil as well. I just wanted to share that we are all feeling much better thanks to your product. We also LOVE the OVA rub! It works so well! I will keep you posted on our continual progress. Thank you very much, Dawn Marie Lake Nature's Presence Boerne, TX From: Michael Bernstein <bigdoceriverdudeLi)yahoo.com> Date: April 9, 2016 at 8:19:04 AM PDT To: David Hargett <dezertracer812a,yahoo.co n> Subject: Innovative Extractions cbd tintures and cbd salves. Reply -To: "bi do riverdudccr ahoo.com"<bi_.gdoggriverdude((r.yahoo.coin> David, I'm traveling this week but wanted to take a few moments out of my day to thank you so much for the opportunity to use your products. I have to tell you back in November I was diagnosed with colon cancer. It was a surprise of course because there was nothing health -wise at that time that would lead me to believe I had any complications in my colon. After figuring out what I had to do within 6 days and had surgery to remove my entire colon. I had swelling that was the worst they had ever seen. He said because I was so big that this inflammation was not normal and that I was going to have some complications with swelling and inflammation and that the scar itself because it was all these monster staples and because I was at least eighty pounds overweight that everything was just going to take a lot longer to heal. I was using the tinctures every single morning I full eyedropper and putting it with my oatmeal and my cereal or any breakfast item that I had that morning and sometimes even at dinner time 1 would put some in just depending how I felt. The salves were really key for me of course. I took the salves to my endocrinologist who is also a wound care specialist and diabetes specialist and I asked him should I use this or some of the leading scar inflammation type of medications on the market or aloe vera? He looked at the ingredients on the CBD Salve it has like 15 different natural organic ingredients. Like st. John waits, vitamin B, aloe vera, vitamin E, things like that. This was a godsend. Rubbing this on my scar and my swollen belly every single day many times a day. I had a drain hole that had a drain in it that was oozing every single day for like 3 months. It was supposed to be like a month and a half, so I was definitely a rare case. I used this stuff everywhere except for directly on the hole, as it was trying to close but all of the swelling areas. I went back to my surgeon every two weeks, and I kept asking him what do you think and he's like "wow the healing is remarkable"! "Saying inflammation really calmed down a lot in my belly, the scar looks fantastic better than I've over seen especially since you're diabetic and and your healing is just phenomenal". I'm like great and I had no idea what to expect. My drain hole was deep, and didn't heal right inside my belly. The hole was closing at top, before the hole was healing from inside. I thought it was taking a long time. His nurse reassured me "you're doing a wonderful job and I don't know much about cbd, but I'm glad the salves are helping". Surgeon said, " I think you're doing a fantastic job so keep doing the good work". So as I speak today my surgery was in November and we're now just as we know in April and my healing is completely done! My scar is 99% healed, no abscess ever developed & in my honest opinion feel that I have a lot to benefit from continuously using the CBD tinctures and the CBD Salve on my scar. The dermis itself that has raised has been reduced by using this salve. I still use the tintures and salve daily. I'm almost out of products and need to get some more very soon. I couldn't be happier. Thank you David for getting me on this and driving out 100 miles round trip when I was stuck in the house after surgery! I've enclosed a few "graphic pictures of the drain hole and the new skin healing up" & a current picture as I type this. These pies were taken I week apart showing the hole shrinking, and shiny area above hole "new skin" trying to cover hole. Last pie today almost done. Pie below is 2nd to last in progression. You'll be able to figure out by how raw it looked in beginning. " � � \ y� /�� � ?fy� � � /� � ��� � � � � \�� ^ ��\��yl����//« z: \ \� � : . . � � :vim ae w:» » « : . .�������\\y% . ������d ELI Sent from Yahoo Mail on Android Fast picture below of today. Thanks again David. Sincerely, Michael Bernstein The Innovative OVA Muscle Rub has performed better than anyone can believe. I [lave been suffering from a sore back for many years and tried various treatments until I gave up hope of it getting any better. When I tried the Muscle Rub I was immediately shocked. It did not make my back numb, it just stopped the pain, And it lasted for days. If someone ever told me that this product did what it does, I would not believe it, but it does work. All I can say is buy one and try it, you will not be disappointed. Herb Dougherty As with all products I used previously, I tried this muscle rub with high [topes and very little expectations. I was and continue to be shocked that IT REALLY WORKS. In our house we lovingly call it the Magic Stuff in a can. I have suffered with lower back ache to the extent that at times I have been unable to stand upright due to the pain. Tried it on my lower back and as "infomercial" as it sounds, it worked. Bottom line ....... It Just works. Jenny Dougherty State of California Secretary of State CERTIFICATE OF REGISTRATION OF UNINCORPORATED NONPROFIT ASSOCIATION Association Reg. No. 14305 I, DEBRA BOWEN, Secretary of State of the State of California, do hereby certify that, in accordance with the application filed in this office, the ASSOCIATION named below has been. registered. Name of Association: INNOVATIVE EXTRACTIONS Address: 32295 Mission Trail Ste R8 #425 Lake Elsinore CA 92530 Insignia: N/A Date of Registration: December 22, 2014 IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of December 26, 2014. / In '&- +`..r DEBRA BOWEN Secretary of State kk NP -25 (REV 1/2007) AWL REG, NO, S oni,} a`% a State of California Secretary of State c+,roxx,� REGISTRATION OF UNINCORPORATED NONPROFIT ASSOCIATION �w FILED J PURSUANTTO CALIFORNIA CORPORATIONS CODE SECTION 21300 Secretary of State State of California Instructions: DEC 2 2 2014 1. Complete and mall to: Secretary of State, Document Filing Support Unit, P. 0. Box 944225, Sacramento, CA 94244.2250 (916) 657.5448 2C 2. Include filing fee of $10.00 per box chocked below. This space For Filing Use Only society, historical, military, or veterans Association includes any lodge, order, beneficial association, fraternal or beneficial organization, labor union, foundation, or federation, or any other society, organization, or association, or degree; branch, subordinate lodge, or auxiliary thereof. Registration For: ❑ Name ❑ Insignia ❑ Alteration ❑ Cancellation Association Name Innovative Extractions Street or Melling Address City and State Zip Code 32295 Mission Trail SulteR8,#425 Lake Elsinore, CA 92530 Nature of Alteration (If Any): Description of Insignia, which may include badge, motto, button, decoration, charm, emblem, or rosette: Attach Facsimile: I declare under penalty of perjury under the laws of the State of California that I am a chief officer.of.the_assoclation; that I on behalf of the association with respect to completing and submitting this application; that the appiicstlon Is true and correct. iv! 12/17/14 Sylature of Officer Date Signature of Additional Officer (Optional) Date David Hargett,' 'Presi.dent Typed Name and Title Typed Name and Title SectSlale Fontl LP/UNA 129 (Rev, 031 20061 hereby certify that the foregoing lranscnp4 of pages) is a full tree an correc copy of the orl�inatrecord in the custody of the Ca ifomla Secretary of State's office. DEC 2 9 2014 Poo Date: AA DEBRA BOWEN, Seoretary of Slate City of Lake Elsinore Business License Application March 30, 2018 TO WHOM IT MAY CONCERN: My name is James Pruitt. I am a retired Captain from Los Angeles County Fire Department. I retired in 1999 after 28 years of service. I currently own the property located at 31885 Corydon, Unit 140, Lake Elsinore. I have been renting this unit to David Hargett since August 1, 2014. During this period, he has been an excellent tenant and has never been late with his rent nor caused any issues of any kind. He has always been very honest and upfront about his plan to operate a hemp oil extraction business. He has since informed me that he is applying for a business license with the City of Lake Elsinore to set up a cannabis cultivation operation. I have no issues with his setting up this cannabis operation in my unit. I believe David Hargett to be a person of high integrity and of good character. Please feel free to contact me at any time regarding this matter. flames Pruitt (310) 990-8942 jwpruitt7l@yahoo.com PROPERTY OWNER/ LANDLORD AUTHORIZATION FOR BIGHT TO OPERATE A CANNABIS BUSINESS I, JAMES W. PRUIT, am the legal owner and lessor of real property located at 31885 Corydon Street, Suite 140, Lake Elsinore, California 92350 ("Premises"). I authorize DAVID HARGETT and/or IE LICENSING, LLC, to use the Premises for commercial cannabis activity, including manufacturing and distribution, as permitted by City of Lake Elsinore Ordinance No, 2017=1383. I declare under penalty of perjury that the foregoing information is true and correct. Executed this rjay of A122i.t 2018, at Lc&kt California. ignature of legal owner) ACKNOWLEDGMENT (Date) 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 1 ✓�e =5e to On Alakl R, 9,01 S before me %LUf&_ ±�s�w•/ E= (ins rt name and title of the officer) personally appeared ;Tr»rnPs Ly. i°rctr tt who proved to me on the basis of satisfactory evidence to be the person whose name.J§14'e subscribed to the within instrument and acknowledged to me that s.Ve/the executed the same in _. �r yf(t[Xir authorized capacity(ie, and that by /ef/*6ir signatureo on the instrument the persouk4,,, or the entity upon behalf of which the persons') 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. •- MARY MONit ti Co, �titi�lon 4 l 9098t r Signature (Seal) sloe t o,i' y M no a. ExPIYes ', v /, 2018 a..;. c� RENTAL .GREEMENT AND/OR LEAtj� -c� Landlord/Lessor/Agent: This RentaAgreement and/or Lease shall evidence the complete terms and conditions Tenants)/Lessee:_�f under which the parties whose signatures appear below have agreed. Landlord/Lessor/Agent (to the left) shall be referred to as "OWNER" and Tenant(s)/Lessee: Tenant(s)/Lessee(s) (to the left) shall be referred to as "RESIDENT." As consideration AM4i ] for this agreement, OWNER agrees to renUlease to RESIDENT and RESIDENT agrees 3 L� .� to renUlease from OWNER for use SOLELY AS A PRIVATE RESIDENCE, the premises City: listed to the left. 1. TERMS: RESIDENT agrees to pay in advance $ /` 6 62e °-per monthon the St day of each month. This agreement shall commence on A- b ,C 1 f�_12g and continue: (check one) A. ❑ Until 20_ as a leasehold. Thereafter it shall become a month-to-month tenancy. If RESIDENT should move from the premises prior to the expiration of this time period, he shall be liable for all rent due until such time that the apartment is occupied by an OWNER approved paying RESIDENT and/or expiration of said time period, whichever period is shorter. U.A month-to-month tenancy, that may be terminated by either parry. The OWNER giving 60-daywrilten notice to move (for more than 1 year tenancy), or a 30 -day A written notice to move (for less than 1 year tenancy) and the RESIDENT giving 30 -day written notice of intent to terminate tenancy. 2. PAYMENTS: Rent and/or other charges are to be paid at the office or apartment of the manager of the building or at such other place designated in writing by OWNER. For the safety of the manager, all payments are to be made by check or money order and no cash shall be acceptable. OWNER acknowledges receipt of the First month's and a Security Deposit of $ /D/.D0� , for a total payment o($ Z.oCO , All payments are to be made payable to: J=1 A and delivered to 37_ Telephone Number/FJ i Zl-_who Is usually available on the following days: A-A/Y during the following hours: 3. LATE CHARGE: A late fee of $-S O..- , said amount not to exceed 6% of the month) rent, shall be added to an payment of rent not made before �� day(s) after the due date or for which a deficient (bounced) check shall have been given. y yP'Y 4. SECURITY DEPOSITS: The Security Deposit shall not exceed two times the monthly rent for unfurnished apartments or three times the monthly rent for furnished apartments. The total of the above deposits shall secure compliance with the terms and conditions of this agreement and shall be refunded to RESIDENT within 21 days after the premises have been completely vacated less any amount necessary to pay OWNER: a) any unpaid rent, b) cleaning costs, c) key replacement casts, d) costs for repair of damages to apartment and/or common areas above ordinary wear and tear, and e) any other amount legally allowable under the terms of this agreement. A written accounting of said charges shall be presented to RESIDENT within 21 days of move -out. If deposits do not cover such costs and damages, the RESIDENT shall immediately pay said additional costs for damages to OWNER. During the term of tenancy, RESIDENT agrees to increase the deposit upon 30 days written notice by an amount equal to any future increases in rent and/or an amount necessary to cover the cost of rectifying any damage or expense for which RESIDENT is responsible. Security deposit is not to be used as last month's rent. '1TILITIES: RESIDENT agrees to pay for all utilities and/or services based upon occupancy of the premises except__? ,qJ-if-rt-- /4-�1_ OCCUPANTS: Guests) staying over 14 days cumulative or longer during any 12 -month period, without the OWNER'S written consent, shall be considered a breach of this agreement. ONLY the following listed individuals and/or animals, AND NO OTHERS shall occupy the subject apartment for more than 14 days unless the expressed written consent of OWNER is obtained in advance: L2,q j/fGJ J-/,4zi lrc=� RESIDENT shall pay additional rent at the rate of $100.00 per month or 251Y. (or the amount allowed under rent control) of the current monthly rent; whichever amount is greater, for the period of time that each additional guest in excess of the above named shall occupy the premises. RESIDENT shall pay the same additional monthly rent for each additional animal in excess of the above named animal(s), which shall occupy the premises. Acceptance of additional rent or approval of a guest shall not waive any requirement of this agreement or convert the status of any "guest' into a RESIDENT. 7. PETS AND FURNISHINGS: Furnishings • No liquid -filled furniture of any kind may be kept on the premises. If the structure was built In 1973 or later RESIDENT may posses a waterbed if he maintains waterbed insurance valued at $100,000.00 or more. RESIDENT must furnish OWNER with proof of said insurance. RESIDENT must also comply with Civil Code Section 1940.5. Resident shall not keep on premises a receptacle containing more than ten gallons of liquid, highly combustible materials or other Aeras which may cause -- - hazard or affect insurance rates such as, musical instrument, item(s) of unusual weight or dimension, RESIDENT also agrees to carry insurance deemed appropriate by OWNER to cover possible losses caused by using said items. Pets - No animal, fowl, fish, reptile, and/or pet of any kind shall be kept on or about the premises, for any amount of time, without obtaining the priorwrinen consent and meeting the requirements of the OWNER. Said consent, if granted, shall be revocable at OWNER'S option upon giving a 30 -day wduen notice. In the event laws am passed or permission Is granted to have any item prohibited by this agreement or if for any reason such item exists on die premises, there shall be minimum additional rent of $25A0 a month for each such item if another arflont Is not stated in this agreement. In the event laws are passed or permission is granted to have a pet and/or animal of any kind, an additional deposit in the amount of $ i✓ A shall be required along with the signing of OWNER'S "PET AGREEMEi 8. PARKING/STORAGE: When and if RESIDENT is assigned a parking space on OWNER'S property, the parking space shall be used exclusively for parking of passenger automobiles and/or those approved vehicles listed on RESIDENT'S "Application to Rentilease° or attached hereto. RESIDENT is hereby assigned parking space # /'YO RESIDENT may not wash, repair, or paint in this parking space or at any other common areas on the premises. (RESIDENT may not assign, sublet, or allow RESIDENT'S guest(s) to use this or any other parking space.) RESIDENT is responsible for oil leaks and other vehicle discharges for which RESIDENT shall be charged for cleaning if deemed necessary by OWNER. Only vehicles that are operational may park in their assigned space. Resident is assigned storage space #A,' located -------.--_ 9. NOISE: RESIDENT agrees not to cause or allow anyquse or activity on the premises that might disturb the peace a d q—ain't of another RESIDENT. Said noise and/or activity shall . be a breach of this Agreement, 10, LOITERING AND PLAY: Lounging, playing, or unnecessary loitering in the halls, on the front steps, or in the common areas in such a way as to interfere vAlb the free use and enjoyment, passage or convenience of another RESIDENT is prohibited. 11. DESTRUCTION OF PREMISES: If the premises become totally or partially destroyed during the term of this Agreement so that RESIDENT'S use is seriously impaired, RESIDENT or OWNER may terminale this Agreement immediately upon three-day written notice to the other. 12. CONDITION OF PREMISES: RESIDENT acknowledges that he has examined the premises and that said premises, all furnishings, fixtures, furniture, plumbing, heating, electrical facilities, all items listed on the attached inventory sheet, if any, and/or all other items provided by OWNER are all clean, and in good satisfactory condition except as may be indicated elsewhere in this Agreement. RESIDENT agrees to keep the premises and all items in good order and condition and to immediately pay for costs to repair and/or replace any portion of the above damaged by RESIDENT, his guests andlor invitees, except as provided by law. At the termination of this Agreement, all of the above -enumerated items in this provision shall imed to OWNER in clean and good condition except for reasonable wear and tear: the premises shall be free of all personal properly; trash not belonging to OWNER. It is agreed dirt, holes, tears, burns, or stains of any size or amount in the carpets, drapes, walls, fixtures, and/or any other part of the premises, do flat een$t hIle reasonable wear and tear, AOA F07 No, 101 (Rev 02107)-Gopyngre 2007 Aplusnanl Owners Association of California -Mm.aoauSa.COm S. Pemondo Volley (818) 988-920D ! Ins Angeles (323) 937-SN11 ! Wag Finch (562) 597-2422 -U edee Gmve (714) 5396000 - San Dill, (61 9) 260.9009 • Nunbem Califwrriu (510) 949-7521 13. MAINTENANCE AND ALTERATIONS: RESIDENT shall not paint, wallpaper, alter or redecorate, change or install locks, install antenna or other equipment, screws, fastening devices, excessively large nails, or adhesive materials, place signs, displays, or other exhibits, on or in any potion of the premises without the written consent of the OWNER except as may be provided by law. RESIDENT shall deposit all garbage and waste in a clean and sanitary manner into the proper receptacles as provided and shall cooperate in keeping rhe garbage area neat and clean. RESIDENT shall be responsible for disposing of items of such size or nature as is not normally acceptable by the garbage hauler for the building. TESIDENT shall be responsible for keeping the garbage disposal clean of chicken bones, toothpicks, match sticks, celery, pits, grease, metal vegetable ties, and all other items that may tend to cause stoppage of the mechanism. RESIDENT shall pay for the cleaning out of any plumbing fixture that may need to be cleared of stoppage and for the expense or damage caused by the stopping of waste pipes oroverflow from bathtubs, washbasins, toilets, or sinks, ifcaused bynegligence ormisuse byRESIDENT ortheir guests, Tenant must notify landlord with a written notice staring what item(s) need service or repair and give landlord a reasonable opportunity to service or repair that hem(s). Should any charges be incurred by the City as a result of not notifying the Landlord in uniting of such needed service or repairs, tenant shall be responsible for a minimum of $201,50 for each occurrence. 14. SMOKE DETECTOR: The rental unit is equipped with properly functioning smoke detectors. Resident agrees to test the smoke detectors in the rental unit monthly for proper function. Resident agrees not to interfere with their normal function or disable the smoke detectors in any manner. 15. HOUSE, POOL, AND LAUNDRY RULES: RESIDENT shall comply with all house, pool, pet, and laundry rules, which may be changed from time to time. These rules shall apply to, but are not limited to, noise, odors, disposal of trash, pets, parking, use of common areas, and storage of toys, bicycles, tools, and other personal items (including signs and laundry), which must be kept inside and out of view. OWNER shall not be liable to RESIDENT for any violation of such rules by any other RESIDENTS or persons. Rights of usage and maintenance of the laundry room andlor pool and pool area are gratuitous and subject to revocation by OWNER at any time. 16. CHANGE OF TERMS: The terms and conditions of this agreement are subject to future change by OWNER after the expiration of the agreed lease period upon 30 days written notice setting forth such change and delivered to RESIDENT. Any changes are subject to laws in existence at the time of the Notice Of Change Of Terms, 17, TERMINATION: After expiration of the leasing period this agreement is automatically renewed from month -lo -month, but may be terminated by either party. The owner giving a 60 - day notice and the resident giving a 30rday written notice of intention to terminate. Where laws require just cause," suchjust rause shall be so stated on said notice. The premises shall be considered vacated only after all areas including storage areas are clear of all RESIDENT'S belongings, and keys and other property furnished for RESIDENT'S use are returned to OWNER. Should the RESIDENT hold over beyond the termination date or fail to vacate all possessions on or before the termination date, RESIDENT shall be liable for additional rent and damages, which may include damages due to OWNER'S loss orprospedive new RENTERS. 18. POSSESSION: If OWNER is unable to deliver possession of the Apartment to RESIDENT on the agreed date, because of the loss or destruction of the Apartment or because of the failure of the prior RESIDENT to vacate or for any other reason, the RESIDENT and/or OWNER may immediately cancel and terminate this agreement upon written notice to the other party at their last known address, whereupon neither parry shall have liability to the other, and any sums paid under this Agreement shall be refunded in full. If neither party cancels, this Agreement shall be pro -rated and begin on the date of actual possession. 19, INSURANCE: RESIDENT acknowledges that OWNER'S insurance does not cover personal property damage caused by fire, theft, fain, war, acts of God, acts of others, and/or any other causes, nor shall OWNER he held liable for such losses. RESIDENT IS HEREBY ADVISED TO OBTAIN HIS OWN INSURANCE POLICY TO COVER ANY PERSONAL LOSSES. This does not waive OWNER'S duty to prevent personal injury or property damage where that duty is imposed by law. 20. RIGHT OF ENTRY AND INSPECTION: OWNER or OWNER'S Agent by themselves or with others, may enter, inspect andlor repair the premises at any time in case of emergency or suspected abandonment. OWNER shall give 24 hours advance notice and may enter for the purpose of showing the premises during normal business hours to prospective renters, buyers, lenders, for smoke alarm inspections, and/or for normal inspection and repairs. OWNER is permitted to make all alterations, repairs and maintenance that in OWNER'S judgment is necessary to perform. In addition, OWNER has the right to enter pursuant to Civil Code Section 1954. If the work performed requires that RESIDENT lemporadly vacate the unit, then RESIDENT shall vacate for this temporary period upon being served a 7 -day notice by OWNER. RESIDENT agrees that in such event RESIDENT will be solely compensated by a corresponding reduction in the rent for those many days that RESIDENT was temporarily displaced. No other compensation shall be offered to the RESIDENT. If the work to be uniformed requires the cooperation of the RESIDENT to perform certain tasks, then RESIDENT shall perform those tasks upon receiving a 24-hour written notice. (EXAMPLE: loving food items from cabinets so that the unit may be sprayed for pests.) Upon 24 hours notice. RESIDENT hereby agrees to lend OWNER the keys to the premises for the ,rpose of having a duplicate made for OWNER'S use. 21. ASSIGNMENT: RESIDENT agrees not to transfer, assign or sublet the premises or any part thereof and hereby appoints and authorizes the OWNER as his agent andlor by OWNER'S own authority to evict any person claiming possession by way of any alleged assignment or subletting. 22. PARTIAL INVALIDITY: Nothing contained in this Agreement shall be construed as waiving any of RESIDENT'S or OWNER'S rights under the law. If any part of this Agreement shall be in conflict with the law, that part shall be. void to the extent that it is in conflict but shall not invalidate this Agreement nor shall it affect the validity or enforceability of any other provision of this Agreement. 23. NO WAIVER: OWNER'S acceptance of rent with knowledge of any default by RESIDENT or waiver by OWNER of any breach of any term or condition of this Agreement shall not constitute a waiver of subsequent breaches. Failure to require compliance or to exercise any right shall not be consmed as a waNer by OWNER of said term, condition, and/or right, and shall not affect the validity or enforceability of any other provision of this Agreement. 24. ATTORNEY'S FEES: If any legal action or proceeding be brought by either party to this agreement, the prevailing parry shall be reimbursed for all reasonable attorney's fees up to $500 in addition to other damages awarded. Due to the fees that can be charged by attorneys, it is agreed by the parties that hath sides will waive their right to ajury trial. 25. ABANDONMENT: California Civil Code Section 1951.2 shall govern Abandonment. If any rent has remained unpaid for 14 or more consecutive days and the OWNER has a reasonable belief of abandonment of the premises, OWNER shall give 18 days written notice to RESIDENT at any place (including the rented premises) that OWNER has reason to believe RESIDENT may receive said notice of OWNER'S intention to declare the premises abandoned, RESIDENT'S failure to respond to said nolice as required by law shall allow OWNER to reclaim the premises. 26. The undersigned RESIDENTS arejointiy and severalty responsible and liable for all obligations under this agreement and shall indemnify OWNER for liability caused by the actions (emission or commission) of RESIDENTS, their guests and invitees. 27. Pursuant to Section 1785.26 of the California Civil Code, as required by law, you are hereby notified that a negative credit report reflecting on your credit history may be submitted to a credit reporting agency, if you fail to fulfill the terms of your credit obligation. RESIDENT expressly authorizes OWNERIAGENT (including a collection agency) to obtain Resldem's consumer credit rejlori, Which OWNEWAGENT may use if attempting to collect past due rent payments, late fees, or other charges from Resident, both during the term of the Agreement and thereafter. 28. Lead Warning Statement: Housing built before 1978 may contain lead-based paint, Lead from paint, paint chips and dust pose heath hazards if notmanaged properly- Lead exposure is especially harmful to young children and pregnant women. Before renting pre -1978 housing, OWNERS must disclose the presence of known lead-based paint hazards in the dwelling, RESIDENTS must also receive a federally approved pamphlet on lead poisoning prevention, OAW!/a N�EPIAGENT DISCLOSURE (Initial) '� OWNER'S initials (on let) mean OWNER has no knowledge of lead-based paint andlor lead-based hazards in or on the Premises and OWNER has no reports or records eTraining to lead-based paint and/or lead-based paint hazards in oron me Premises, or See Attached. (A separate form is attached disclosing OWNER'S information.) _� Agent has informed the lessor of the lessor's obligations under 42 U.S.C. 4582(d) and is aware of his83er responsibility to ensure compliance. AOA F4m1 No. 101(Ray. n2l0]) - eopyOgM1(20m - Aparlrne0l fhvners Assopation of California-www.aoaasarom -son r- -d- %Wi, ($161966-9.'00 - Ws Angcics (323) 937.8811 ! Ung Beach (562) 597-2422) Garden Grove (714) 539 -WD • San Dien, (619) 380 7007-NoAmm C.Oifomia (5)0) 969.7521 RENTER'S ACKNOWLEDGEMENT (Initial) RENTER'S initial (on left) indicate that RENTEk „ as received a copy of a "Protect Your Family from Lead in Your Home", and that RENTER shall notify OWNER pror6ptlyinwritino of any deteriorating and/or peeling paint. 29. MOLD: The OWNERIAGENT has inspected the unit pfiorto lease and knows of no damp or wet building materials and knows of no mold contamination. Resident agrees to accept full responsibility and maintain the premises in a manner that prevents the occurrence of an infestation of mold in the premises. Resident also agrees to immediately report to the OWNERIAGENT any evidence of water leaks, excessive moisture or lack of proper ventilation and evidence of mold that cannot be removed by cleaning. 30. ADDITIONS AND EXCEPTIONS: 52r7-" Y/ /1/,'7 /V\ (7 A/ 7174 f /I t om n .i Y' 1nr1171 'ry 4/s .r J 31. NOTICES: All notices to RESIDENT shall be served at RESIDENT'S apartment/ house and all notices to OWNER /AUTHORIZED PERSON shall be served to: Person Authorized To Manage Property: Phone Number _ Owner of property or a person who is authorized to act for and on behalf of the owner for the purpose of service of process and for the purpose of receiving and receipting for all notices and demands. Phone Number Person or Entity Authorized to Receive Payment of Rent: Name Address Phone Number_., _ 32. INVENTORY: The Apartment contains the following items for use by RESIDENT: RESIDENT further acknowledges that the subject premises are furnished with the additional furnishings listed on the attached inventory and that said attached inventory is hereby made part of this agreement. 33. RESIDENT acknowledges receipt of the following, which shall be deemed a pan of this Agreement: (Please check) _ House Rules _ Pet Agreement _ Garage Door Opener _ Laundry Ruleso I Cres . - _Other: _ Mailbox Keys ys 34. ENTIRE AGREEMENT: This Agreement constitutes the entire Agreement between OWNER and RESIDENT. No oral agreements have been entered into, and all modifications or notices shall be in writing to be valid. The undersigned Residents arejointly and severally responsible for all obligations under this agreement and shall indemnify Owner for liability caused by the actions (omission or commission) of residents, their guests and invitees. 'S. NOTICE: Pursuant to Section 290.46 of the Penal Code, information about specified registered sex offenders is made available to the public via an Internet Web site maintained by Department of Justice at www.megans'law.ca.gov. Depending on an offenders criminal history, this information will include either the address at which the offender resides or the ...Immunity of residence and ZIP Code in which he or she resides. 36. RECEIPT OF AGREEMENT: The undersigned RESIDENT hereby certifies Ural helshe is fluent in the English language and has read and completely understands this Agreement and hereby acknowledges receipt of copy of this "Rental Agreement and/or Lease." ( RESIDENT'S initials), OR Pursuant to California Civil Code 1632, which requires translation of specified contracts or agreements that are negotiated in Spanish, Chinese. Vietnamese, Tagalog or Korean: RESIDENT'S Initials (on left) hereby acknowledge that this Agreement was translated and interpreted in their foreign language of: _. ;_=JAgenf0_' Name7-31- ;� Date Owner/Agent Date Owner/Agent Date Date^ Resident Date Resident Date NO REPRESENTATIONISMAOEAS TO THELEGAL VAUDITYOR 7HEADEOUACYOFANYPROVISION IN THISAGREEMENT IF YOU OFSIRELE(AL ADVICE, CONSULT YOURATTORNEY. AOA£oon No. 101(Rev 02/07) -Copydgh(2007AparlmenlOwnem ASSIXB2900 o(CeldOmia-WMv.aoauBo,CAm •San Fant do VA, (NIR)9RR-..l•Loi A,0-(323)937-9811 Longd[aCh (5G2) 597,2422. -Gorden G,o•c(W 4) 5396 •SNn Diem (60) 290-7007, Nonhem Clhfomin(510) 749-7521 z Q � Q O a> >z � m S N Q o m a OU w o wm a �N �U r. N p U m To : Dave Hargett RE: Progress Report as of 7/22/2015 DATE 2015-07-31 PROJECT: Improvements to extraction system Review of current design: On July 21 2015 1 visited the facility, examined and measured the current system. I also reviewed the drawings and photos, and reviewed some pertinent standards and technical data. lr,i--mur na-wul tx. YFI F 8C W IL L,. Iif 747 SC E52 ai to. Sf =)1 ::l L[ C :til n I)A •!j r it �� i � ' i� I r r 1 I Yr �+ � �% i ♦ . rr rr lj i. � r. 1 v I 'f .F Fran'-nMmraard-nrl •(-, ml' ^sm .0 20 ') ') `. :0 8) 5) 1)C 11( I,C 13C 1 i "C aol F.c.f. *II nn ,JV »n A To start with, let's review basic information regarding CO2. The above chart shows what we might expect from a properly filled and equipped CO2 supply. Barring a facility fire, some extreme heat condition, or overfilled bottle, we would not expect over 2200 PSI from a common commercial CO2 bottle, at which point we would expect the bottle to relieve via it's blowout. Do note there is a lesser used 2640 PSI max commercial bottle. Your heavy "Class 900" flange is generally close to being consistent with ASME/ANSI B16.5, 2003 for this peak pressure and room temperature for most austenitic "Stainless Steel" type YFI z EJ r r 1 4r 'F t .......... ......... ... .�.i ......... .......... ........i. .......... ......'... .......... L •i L'I Fran'-nMmraard-nrl •(-, ml' ^sm .0 20 ') ') `. :0 8) 5) 1)C 11( I,C 13C 1 i "C aol F.c.f. *II nn ,JV »n A To start with, let's review basic information regarding CO2. The above chart shows what we might expect from a properly filled and equipped CO2 supply. Barring a facility fire, some extreme heat condition, or overfilled bottle, we would not expect over 2200 PSI from a common commercial CO2 bottle, at which point we would expect the bottle to relieve via it's blowout. Do note there is a lesser used 2640 PSI max commercial bottle. Your heavy "Class 900" flange is generally close to being consistent with ASME/ANSI B16.5, 2003 for this peak pressure and room temperature for most austenitic "Stainless Steel" type materials. It varies somewhat with material. For 18 Cr -8 Ni (typical "304" stainless) the rating says 143.5 atmospheres (2109 PSI) at 50C, so we are shy of your desired 2500 PSI and 125F. Please note I did not find such information in this standard for aluminum; it is mentioned only as a gasket material. It is also not mentioned in ASME BVPC1 (boiler and pressure code). Aluminum pressure pipe and tube are mentioned in ASME 831.3 with design pressure only up to 275 PSI. Your assumption that the system is "overbuilt" is most likely technically correct. These standards asides, a simple hoop stress catc of your 3.5 ID x 4.5 OD pressure vessel shows only 7700 PSI for stress in the wall of the vessel at 2200 PSI gas pressure. The material has a yield strength of about 30,000 PSI (BTW Al 6061-T6 is stronger at about 40,000 PSI). There are several design paths: 11 Design for reasonable strength and durability, using stress analysis and testing to assure safe usability. 2) Design using recognized standards for piping and pressure vessels. The former may carry higher risk, especially if some party seeks to harm you by sabotaging equipment to create a liability situation or blocking or forcing removal of an install by use of codes that may demand adherence to some standard. The latter will likely result in a heavy and expensive construction. For reference, standards affecting or potentially affecting design or installation of pressure extraction equipment. # that have been accessed in whole or part so far are listed first. ASME Boiler and Pressure Vessel Code Accessed ASME 831.3 Process Piping Guide Partially accessed ASME B16.5 Accessed (2003 version) ASME 816.20-1998, Metallic Gaskets for Pipe Flanges Ring -Joint, Spiral -Wound and Jacketed ASME B16.21-1992, Nonmetallic Flat Gaskets for Pipe Flanges ASME 816.25-1997, Buttwelding Ends ASME 816.34-2002, Valves—Flanged, Threaded, and Welding End ASME PCC -1-2000, Guidelines for Pressure Boundary Bolted Flange Joint Assembly ASME B36.lOM-2000, Welded and Seamless Wrought Steel Pipe Shown below are initial FEA results of the reactor made with schedule 80 304 pipe. w.r - a V afr7il �ti " ax�sm ax . w.r - a V afr7il �ti :° 02SOO FS' � 1 { Sn. i' f F � Y ea :° 02SOO FS' DISPLAY CONSPIC' `USLY AT PLACE OF BUSINESS FOR WHICH ISS' -_-'1 CALIFORNIA STATE BOARD OF EQUALIZATION SELLER'S PERMIT ACCOUNTNUMBER 07/01/2018 SR EH 103-240296 IE LICENSING LLC 32776 SKYLARK DR LAKE ELSINORE, CA 92530-0406 L J IS HEREBY AUTHORIZED PURSUANT TO SALES AND USE TAX LAW TO ENGAGE IN THE BUSINESS OF SELLING TANGIBLE PERSONAL PROPERTY AT THE ABOVE LOCATION. THIS PERMIT IS VALID ONLY AT THE ABOVE ADDRESS. THIS PERMIT IS VALID UNTIL REVOKED OR CANCELED AND IS NOT TRANSFERABLE. IF YOU SELL YOUR BUSINESS OR DROP OUT OF A PARTNERSHIP, NOTIFY US OR YOU COULD BE RESPONSIBLE FOR SALES AND USE TAXES OWED BY THE NEW OPERATOR OF THE BUSINESS. NOTICE TO PERMITTEE: You are required to obey all Federal and State laws that regulate or control your business. This permit does not allow you to do otherwise. Not valid at any other address For general tax questions, please call our Customer Service Center at 1-800-400-7115 (TTY:711). For information on your rights, contact the Taxpayers' Rights Advocate office at 1-888-324-2798 or 1-916-324-2798. BOE -442-R REV. 16 (11-14) A MESSAGE TO OUR NEW PERMIT HOLDER As a seller, you have rights and responsibilities under the Sales and Use Tax Law. In order to assist you in your endeavor and to better understand the law, we offer the following sources of help: Visiting our website at www.boe.ca.gov Visiting a field office Attending a Basic Sales and Use Tax Law class offered at One of our field offices Sending your questions in writing to any one of our offices Calling our tall -free Customer Service Center at 1-800-400-7115 (TTY:711) As a seller, you have the right to issue resale certificates for merchandise that you intend to resell. You also have the responsibility of not misusing resale certificates. While the sales tax is imposed upon the retailer, • You have the right to seek reimbursement of the tax from your customer • You are responsible for filing and paying your sales and use tax returns timely • You have the right to be treated in a fair and equitable manner by the employees of the California State Board of Equalization (BOE) • You are responsible for following the regulations set forth by the BOE As a seller, you are expected to maintain the normal books and records of a prudent businessperson. You are required to maintain these books and records for no less than four years, and make them available for inspection by a BOE representative when requested. You are also expected to notify us If you are burying, selling, adding a location, or discontinuing your business, adding or dropping a partner, officer, or member, or when you are moving any or all of your business locations. If it becomes necessary to surrender this permit, you should only do so by mailing It to a BOE office, or giving it to a BOE representative. If you would like to know more about your rights as a taxpayer, or if you are unable to resolve an issue with the BOE, please contact the Taxpayers' Rights Advocate office for help by calling toll-free, 1-888-324-2798 or 1-916-324-2798. Their fax number is 1-916-323-3319. Please post this permit at the address for which it was issued and at a location visible to your customers CALIFORNIA STATE BOARD OF EQUALIZATION Sales and Use Tax Department T OF 11\i.7 IINTERRNALNREVENUEBSERVICERY CINCINNATI OH 45999-0023 IE LICENSING LLC DAVID HARGETT SOLE MBR 32776 SKYLARK DR LAKE ELSINORE, CA 92530 Date of this notice: 11-17-2017 Employer Identification Number: 82-3449902 Form: SS -4 Number of this notice: CP 575 G For assistance you may call us at: 1-800-829-4933 IF YOU WRITE, ATTACH THE STUB AT THE END OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Thank you for applying for an Employer Identification Number (EIN). We assigned you BIN 82-3449902. This BIN will identify you, your business accounts, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records. When filing tax documents, payments, and related correspondence, it is very important that you use your BIN and complete name and address exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one BIN. If the information is not correct as shown above, please make the correction using the attached tear off stub and return it to us. A limited liability company (LLC) may file Form 8832, Entity Classification Election, and elect to be classified as an association taxable as a corporation. If the LLC is eligible to be treated as a corporation that meets certain tests and it will be electing S corporation status, it must timely file Form 2553, Election by a Small Business Corporation. The LLC will be treated as a corporation as of the effective date of the S corporation election and does not need to file Form 8832. To obtain tax forms and publications, including those referenced in this notice, visit our Web site at www.irs.gov. If you do not have access to the Internet, call 1-800-829-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office. IMPORTANT REMINDERS: * Keep a copy of this notice in your permanent records. This notice is issued only one time and the IRS will not be able to generate a duplicate copy for you. You may give a copy of this document to anyone asking for proof of your EIN. * Use this EIN and your name exactly as they appear at the top of this notice on all your federal tax forms. * Refer to this EIN on your tax -related correspondence and documents. If you have questions about your BIN, you can call us at the phone number or write to us at the address shown at the top of this notice. If you write, please tear off the stub at the bottom of this notice and send it along with your letter. If you do not need to write us, do not complete and return the stub. Your name control associated with this BIN is IELI. You will need to provide this information, along with your EIN, if you file your returns electronically. Thank you for your cooperation. (IRS USE ONLY) 575G 11-17-2017 IELI O 9999999999 SS -4 Keep this part for your records. CP 575 G (Rev. 7-2007) Return this part with any correspondence so we may identify your account. Please correct any errors in your name or address. CP 575 G Your Telephone Number Best Time to Call DATE OF THIS NOTICE: 11-17-2017 ( ) _ EMPLOYER IDENTIFICATION NUMBER: 82-3449902 FORM: SS -4 NOBOD INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0023 I'll 1lillI111u111u111n11u1IIun1111u1111oil 1 IE LICENSING LLC DAVID HARGETT SOLE MBR 32776 SKYLARK DR LAKE ELSINORE, CA 92530 Engagement Letter for Payroll Services April 6, 2018 David Hargett Lake Elsinore, CA 92530 Dear David: We appreciate the opportunity to provide payroll services to your new Cannabis business. To ensure an understanding between us, this letter sets forth the terms of our engagement as well as the nature and limitations of our services to you. Payroll Calculation Services We will: 1. Calculate payroll for your employees and contractors 2. Calculate monthly federal and state payroll tax deposits and make payments 3. Prepare federal and state payroll tax forms as required 4. Prepare Form W-2 and 1099s if required Our responsibility Beginning on the date which you set, we will run payroll for your Cannabis company. We will set up new employees and contractors for payroll on an as needed basis using the information from documents that you provide. We will inform you of the amount and due date of your payroll tax payments and filings and prepare all filings and submit them on your behalf. We will also make all tax deposit payment. In short, every service we provide to Innovative Nutraceuticals LLC, we will also provide to your new Cannabis business. Your responsibility You will provide us with payroll information on a timely and periodic basis, including hours worked, pay rates, employee status, and benefits information. You will provide us promptly with updated and corrected information as needed. You must maintain sufficient funds in your bank account to cover payroll expenses, related tax liabilities and payment for services rendered. You will be charged an exceptions fee if there are insufficient funds in your account when payroll, payroll taxes or payment for services rendered are due. Payment and Filing Services You may authorize us to make payments and filings for you. To do so, a principal officer or partner of your business must sign the Form 8655 and Electronic Services Authorization form accompanying this letter and return them to us for filing. If you authorize us to pay your employees or contractors electronically, you must ask each of your employees to sign a Direct Deposit Authorization and retain it in your files and provide us with a copy. By giving us access to your bank account, you authorize us to make payroll, contractor and payroll tax payments and filings on your behalf, and you will be bound by them as though you had made them yourself. Typically, we will send payment transactions through the Automated Clearinghouse ("ACH") Network. You agree that these payment transactions will be governed by the ACH Rules as in effect from time to time, and that each entry we make on your behalf will be authorized, timely, for an amount due and owing, and will not violate the laws of the United States. Our fees To Be Determined Approvals We are pleased that you have chosen Centric USA, LLC for your payroll agency for your new Cannabis business and hope that we will continue in this long and pleasant association. Each of us, however, retains the right to terminate this engagement at any time. Please date and sign a copy of this letter and return it to us to acknowledge your agreement with the terms of this engagement. Sincerely, ffittold'a Diaz Acknowledged: David Hargett Date SECURITY PLAN FOR IE LICENSING LLC IE Licensing aims to not only meet but exceed the security standards set forth under State law and in Lake Elsinore Municipal Code Chapter 17.156.080. IE Licensing recognizes the unique security concerns posed by cannabis manufacturing. Threats include diversion, theft, burglary, fire, chemical spills, and other hazards posed by materials used on site, and has developed a comprehensive security plan to address all potential threats. Accordingly, IE Licensing will implement operational security measures as well as comprehensive security plans for the Facility. IE Licensing will work with the Sheriff's Department to amend and enhance its Security Plan as needed. 1.1 Facility Security Plan IE Licensing will install and maintain a state of the art security system at the Facility, which is continuously monitored and capable of detecting and alerting to unauthorized entry, theft, smoke, fire, and power loss. IE Licensing's comprehensive security plan for the Facility includes: (a) Ingress, Egress, and Access Points All points of ingress and egress will be equipped with video surveillance and burglar alarms that are monitored 24 hours a day. Locations of cameras throughout the facility are indicated on the security schematic in Subsection (e) below and highlighted in yellow; Magnetic door sensors will be placed on both entry points and the roll up door; iii. Motion sensors will be strategically placed to capture both entry points in the warehouse room as well as the office entryway; and iv. Both entry doors will be controlled by a keypad featuring electronic locks with cell phone code activation for additional security and so that all visitors can be easily screened by security personnel before granted access to the Facility. (b) Perimeter Security Two (2) surveillance cameras will be strategically placed at each end of the property line and above the rollup door to capture the entire perimeter, including the public right-of-ways and parking surrounding the Facility; ii. Security personnel will prevent trespassers from entering the premises by patrolling all exits and entrances as well as critical areas around the perimeter; iii. Lighting has been installed at the main point of entry for the facility providing ample visibility for all points of entry, parking and right-of-ways. In addition, the SECURITY PLAN FOR IE LICENSING, LLC Page I of 8 exterior of the perimeter utilizes supplemental lighting from complex (managed by the property owners) to increase brightness and clarity as necessary; and iv. Perimeter barriers shown on the Site Plan will further ensure perimeter security. (c) Audible Interior Alarm The alarm panel for security and fire will be strategically located in the warehouse room for ease of access to authorized employees and first responders. Its location is indicated on the security schematic in Subsection (e) below and highlighted in red. (d) Alarm Monitoring Company IE Licensing has contracted with Protection Rescue Security Services, a State licensed security company for alarm monitoring, security guard staffing, and patrol of the property. Contact information for the company is below. A quote from the company is attached to this plan, Protection Rescue Security Services 36 Vista Palermo, Lake Elsinore, CA 92532 (951)245-1974 State License #: PPO 9035 SECURITY PLAN FOR IE LICENSING, LLC Page 2 of 8 (e) Security Schematic [Amendedl e e � m i ,meq ,vwn �'I�IN66VIl'¢XIIO VlN� Yl ., kl'kM1ATp g— Mn �-� Fla iw ng��Wtl Edi -lx, Tlv v N (f) Product and Cash Security i. All areas of the Facility containing cannabis will be restricted access areas requiring an authorized key card for entry and will be under 24/7 video surveillance; ii. All finished medical cannabis will be stored in the Inventory room with electronic locks utilizing remote authorization for specifically authorized personnel; iii. All cash will be stored inside an America Security U.L. certified 120 -minute fire protection safe, which will be located in the Office. All transactions involving cash will take place in the Office under 24/7 video surveillance. (g) Internal Security Measures i. An access control panel will be installed and maintained by Leve12 Security and Automation, located in Tustin, CA. The system will include badge readers to gain SECURITY PLAN FOR IE UcL'NsiNG, LLC Page 3 of 8 access to all rooms within the facility with additional code activated electronic lock systems on the two entry points and the inventory room. A copy of the quote for the system and installation is attached to this plan. ii. Signs reading "authorized personnel only" will be prominently displayed at the entrances to these areas, and only employees with corresponding access badge information will be able to gain access. (h) Alarm System i. IE Licensing's facility will utilize an advanced alarm system combined with an intrusion detection system. Alarm devices including but not limited to panic buttons, holdup functions, automatic voice dialers, and motion sensors integrated with the limited access control system will be mounted inside the warehouse room with immediate access from all points of ingress/egress. ii. All intrusion alarm equipment will be electrical code compliant and hardwired to a dedicated outlet and phone line. Hardwiring will ensure tamper detection and equipment failure are both detectable and reported in real time. iii. Leve12 Security and Automation will install the master alarm system, including surveillance cameras, burglar and fire alarms. To ensure uninterrupted monitoring and prompt detection, IE Licensing, LLC has contracted with Protection Rescue Security Services to monitor activities around the clock. Protection Rescue Security Services has a local alarm monitoring center that is staffed 24/7/365 by professionally trained operators. In the event that the alarm system is triggered, security personnel and authorized management will be notified immediately through a series of programmed digital responses. iv. In the event of a breach in the alarm system, the internal audible alarm will be triggered. Additionally, Protection Rescue Security Services will immediately notify IE Licensing, security personnel, and the Sheriff's Department of the alarm. In the event of a power outage, the alarm system will have the ability to remain operational for at least eight (8) hours on backup power. (i) Video Surveillance System The interior and exterior of the Facility will be fully monitored by thirteen (13) 4K High Definition "bullet" security cameras that are tamper resistant with weatherproof housing. The digital video surveillance and camera recording system will run 24 hours a day, 7 days a week. The Applicant shall display signs throughout the Facility conspicuously disclosing that all activities are monitored by video camera. The HD cameras record with high definition color video, which will allow for sharp SECURITY PLAN I'oR IE LICENSING, LLC Page 4 of 8 picture quality that captures identifying features of individuals, vehicles, assets, and incidents in all areas in any lighting conditions day or night. iii. The camera system allows for remote access over the Internet. Using advanced spectrum software, authorized IE Licensing personnel, security guards, and even the Sheriff's Department will be able to view camera feeds remotely and export video to all major formats. The 13 security cameras are indicated on the security schematic above in Subsection (e) and will be strategically placed: • At each point of ingress and egress; • Around the loading and unloading zone, where most transactions will occur; • Along the exterior of the building, to provide a 180 -degree view of the front, sides, and back of the Facility, as well as a full view of adjacent public right-of-ways and the Applicant's parking; and • Throughout interior rooms in the Facility, such that there are no blind spots in any place where cash is held or medical cannabis is manufactured, processed, or stored. (j) Video Surveillance System Storage. The surveillance system will be equipped with high definition security monitors and DVR, which are housed in a designated security room with limited key card access for high-level employees and security personnel only. In accordance with Lake Elsinore Municipal Code § 17.156.080, a current list of all authorized employees and security personnel who have access to the surveillance system shall be maintained by the Applicant and kept on site. The DVRs will be equipped with back up batteries lasting up to eight (8) hours to account for possible loss of power. (k) Video Surveillance Retention. i. IE Licensing will review and archive the video surveillance at the end of each shift and ensure uninterrupted coverage with proper playback quality and accurately time stamped frames. ii. All recorded video shall additionally be digitally maintained using Alarm Company's secure yet remotely accessible system for a minimum of (30) days. All recordings shall be made available immediately upon request from the City of Lake Elsinore. 1.2 Operational Security Plan. The operational aspects of security consist of SECURrrY PLAN FOR IE LICENSING, LLC Page 5 of 8 (a) Security Personnel i. Security guard will be provided by Protection Rescue Security Services. Protection Rescue Security employs highly trained guards who are licensed by the State of California and have been in business for over 30 years. Protection Rescue Security is located in Lake Elsinore and is permitted to provide security services within the city. ii. Security guards will be responsible for protecting all people and assets of IE Licensing. At least one licensed guard will be on-site during all business hours. IE Licensing will also maintain a copy of all security guard licenses on-site. iii. Protection Rescue Security Services offers armed and unarmed security guards and requires armed guards have licenses for firearms. Based on advice from the Sheriff s Department, IE Licensing will decide to use aimed or unarmed guards. iv. Protection Rescue Security will provide security services for fire, medical and burglary. They will also provide immediate response services, 24 hours per day, days a week for IE Licensing, where they will be called upon immediately to respond to any alarm. The security company contact information, licensing information and service letter is included as a supplement to this section. (b) Employee Policies i. Prospective employees will be thoroughly vetted during the hiring process to ensure that they have the knowledge and moral character required to carry out their duties; ii. Facility -wide video surveillance and access logs will document movement of all employees throughout the Facility, which will deter employees from engaging in theft or diversion and enable the Applicant to detect it if they do; iii. Managers will be responsible for actively overseeing the handling of cannabis; iv. Employees will be educated about the specific types of security threats and emergencies that may arise in the workplace explained herein, and then trained in the proper course of action for such scenarios; and V. Employees will be periodically tested on their understanding of security protocols as well as emergency actions through internal audits and practice drills. (c) Visitor Policies All visitors will be screened prior to entering the Facility; SECURPrY PLAN FOR IE LICENSING, LLC Page 6 of 8 Visitors will be provided with a visitor ID badge, to be worn at all times while in the Facility, so that employees can easily identify authorized and unauthorized visitors; iii. When a visitor has completed all authorized activity related to the operations of the business, the visitor will return the visitor ID badge to security and be escorted off the premises; iv. Security personnel will be responsible for monitoring visitor activity; and V. All visitor activities at the Facility will be captured and recorded by the digital video surveillance and camera recording system. (d) Contractor Policies. i. All pick-ups and deliveries will be scheduled in advance; ii. The Applicant will confirm in advance that all contractors are properly licensed or otherwise authorized to engage in the service that is contracted for; iii. The Applicant shall only sell or transfer cannabis products to properly licensed businesses with strict diversion prevention practices; iv. Contractors will be required to show documentation confirming licensure and identification upon arrival at the Facility; V. MJ Freeway will generate a shipping manifest for all outgoing shipments containing cannabis, and a chain -of -custody will be established and inputted into MJ Freeway in real time whenever cannabis is conveyed; vi. Security personnel will be responsible for monitoring contractor activity if contractor has access to cannabis or a restricted access area that contains cannabis; and vii. All contractor activities at the Facility will be monitored and recorded using the digital video surveillance and camera recording system. (e) Loss Detection Daily inventory counts, inventory inspections, and the MJ Freeway track and trace system will collectively ensure prompt detection of any lost, stolen, or missing product. (f) Minor Diversion Prevention SECURITY PLAN FOR IE LICENSING, LLC Page 7 of 8 IE Licensing is dedicated to preventing cannabis from falling into the hands of minors or other unauthorized users. No persons under the age of 18 shall enter the Facility. (g) Waste Management. The Applicant aims to achieve the highest standards of quality assurance in order to create the most efficient environmentally friendly waste and recycling methods available for medical cannabis manufacturing. IE Licensing will follow all guidelines set forth by local and state government agencies pertaining to any waste matter produced at the Facility. Training materials provided to employees will emphasize the importance of proper waste management for pollution prevention and explain economic and environmental ramifications of improper hazardous waste disposal. (h) No Consumption on the Premises. It is IE Licensing policy that no medical cannabis is inhaled, smoked, eaten, ingested or otherwise consumed at the Facility or in the parking areas of the Facility. The policy is contained in the Employee Handbook, and IE Licensing will monitor compliance through continuous surveillance of all interior and exterior areas and carry out disciplinary measures against any employee who violates this policy. (i) Emergency Contact List An up-to-date emergency contact list with contact information for the Police Department, Fire Department, Security Company, Security Personnel, Poison Control Center, and Master Extractor will be prominently displayed on site. SECURITY PLAN FOR IE LICENSING, LLC Page 8 of 8 RETAIL SECURITY PLAN FOR IE LICENSING LLC IE Licensing, LLC ("IE Licensing" or the "Company") recognizes the considerable risks in operating a cannabis business that includes retail activity. Those risks include, but are not limited to, the risks of burglary, robbery, internal and external theft, diversion of cannabis by employees and customers, the risk of minors accessing cannabis products, and associated risks to employees, vendors, and the general public. The Company is committed to ensuring a safe environment that mitigates as much risk as is reasonably possible. Retail cannabis operations will implement risk mitigation strategies including, at minimum, implementing security requirements mandated by state regulations and Lake Elsinore Municipal Code Chapter 17.156.080 and any additional requirements and conditions imposed by the City of Lake Elsinore. A. General Security Policies The Company will adopt and implement the following policies which the Company shall strictly enforce, and which each employee shall be tasked with assisting in enforcing: • All employees and the security personnel shall ensure that individuals do not enter or remain on the premises if those individuals are not engaging in activity expressly related to the operations of the business. • There will be no loitering on the business premises. • No individuals under the age of twenty-one (21) shall be allowed inside or allowed to remain on the property (unless they possess a valid physicial recommendation). • There will be no sale or consumption of alcoholic beverages in or around the business premises. • Cannabis products shall not be left unattended or in an area that is not locked and secured. • No cannabis or cannabis product shall be inhaled, smoked, eaten, ingested, or otherwise consumed in or around the business premises. • Alcohol shall not be sold, dispensed, or consumed on the premises. 1. Implementation & Ongoing Compliance IE Licensing will implement its security procedures in consultation with its security expert and the Police Department. Additionally, the Company will review its security policies at least annually with its security expert to ensure it remains current. If regulatory changes occur, the Company will revisit its policies to ensure it remains compliant with any new requirements from the City of Lake Elsinore or state regulators. 2. Security Training of Employees As part of its onboarding process, the Company will ensure that all of its personnel are properly trained in all of the Company's security procedures and policies set forth herein. The General Manager will ensure each employee receives ongoing security training as part of the extensive onboarding training and continuing education and makes changes to security policies in conjunction with the Company's third -parry security contractors as necessary to ensure ongoing safety and security of its operations. RETAIL SECURITY PLAN FOR IE LICENSING, LLC Page 1 of 12 3. Cooperation with the City of Lake Elsinore The Company desires to develop strong relationships with the City of Lake Elsinore. As such, the Company affirmatively commits it will cooperate whenever the Lake Elsinore Police Department makes a reasonable request to inspect or audit the Company's security plan or premises. IE Licensing will designate one of its management level employees as the security representative/liaison to the city. 4. Commitment to Best Practices Compliance is one of the IE Licensing's main objectives, but its commitment to safety and security will exceed the mandated requirements. To achieve this goal, IE Licensing is committed to ongoing assessments and audits, and corrective measures. B. On -Site Security Guard Services Security personnel shall be on the Premises as may be required by the City of Lake Elsinore. Security personnel will be licensed by the State of California Bureau of Security and Investigative Services personnel and shall be subject to the prior review and approval of the Lake Elsinore Police Chief, with such approval not to be unreasonably withheld. IE Licensing's Security Guards will follow these policies: • Security Guards shall be charged with preventing violations of the law, reporting suspicious persons, vehicles, circumstances and all criminal offenses to the Police Department. • Security Guards shall be uniformed in such a manner so as to be readily identifiable as a security guard by the public. The sole purpose of the Security Guards shall be to provide for the protection and safety of the business, its authorized personnel, and customers. Security Guards shall not be required to perform additional, non -security related duties within the business. C. Preventing Unauthorized Access to Business Premises 1. Alarm Monitoring Company The business premises will be protected by a burglary alarm system monitored by a local monitoring company at all times it is closed. Electronic Security Systems, based on El Cajon, will serve as IE Licensing's alarm monitoring company. ESS is licensed by the State of California (ACO License No. 6970). Copies of the required ACO licenses will be posted in public view at the premises. 2. No Loitering The Company shall have a strict "No Loitering" policy, including no overnight parking (except for employees, if necessary). Employees may arrive at the business premises no more than fifteen minutes before their scheduled shift and must leave the business premises within 15 minutes after clocking out. Security personnel shall be vigilant in observing both the retail sales area and exterior premise areas to detect and, if necessary, communicate with suspected loiterers concerning their purpose. RETAIL SECURITY PLAN FOR IE LICENSING, LLC Page 2 of 12 3. Limited Access Areas Policies Much of the business premises will be open to the public during business hours. However, the entire premises will be limited access when the business is closed. ' Additionally, these areas will be limited access areas at all times: • Storage Area • Office IE Licensing will have the following policies for limited access areas: • The Company will only permit authorized individuals to enter the business premises. Authorized individuals include employees as well as any outside vendors, contractors, or other individuals who have a bona fide business reason for entering the business premises. However, non -employees will be accompanied by an employee at all times. • An authorized visitor shall be escorted by a Company employee(s) at all times the individual is in the business premises. • All individual that enter the business premises shall be at least 21 years of age. • The Company shall maintain a log of all authorized visitors that enter the business premises (and the employee that accompanied the visitor). These logs shall be made available to the Bureau of Cannabis Control upon request. 4. Installation of Exterior & Limited Access Locks & Sensors All limited access areas and all points of entry and exit to the business premises shall be equipped with sensors to detect movement throughout the facility. All entries, exits, and secured access doorways will be secured using commercial -grade, non-residential door locks. 5. Employee Badges All employees shall wear and display, at chest level, a laminated or plastic -coated identification badge issued by the Company at all times while at the business premises. The identification badge shall, at a minimum, include the Company's name (and "doing business as" name), license number, employee's first name, unique employee number, and a color photograph that clearly shows the full front of the employee's face.2 D. Security of Loading Area The Company receive shipments from distributions from a separate entrance on the sideof the premises. As part of its upgrades to the property, IE Licensing will ensure the side entry and loading zone are screened. Security Guards will be posted in the alley anytime distribution shipments are being unloaded from the time the vehicle arrives until it departs. I Title 16, CCR § 5042. 2 Title 16, CCR § 5043. RETAIL SECURITY PLAN FOR IE LICENSING, LLC Page 3 of 12 E. Other Security Features 1. Office The Company will have an office reserved for management -level employees. The management office will include the following security features: • The Office shall be fully enclosed, and shall have a single door for ingress/egress which shall be accessible only from the interior of the building; • The single door shall be connected to the burglary alarm system, and shall be fully captured by a video surveillance camera such that the identity of any individual entering or exiting the Office shall be readily identifiable; • The Office shall remain closed, secure, and locked at all times, even during hours of operation, except if a management -level employee is present. Only authorized persons shall have access to the Office; • All camera surveillance hardware (i.e., switch, server, hard -drives) and the hard -drive storage system shall be stored in a secure fixed cabinet inside the Office; and • The Office shall have camera placements capturing the entire room, including the camera surveillance hardware. 2. Inventory Storage The Company's secure cannabis inventory Storage Room will be designed to be physically and operationally secure, with T -card locks on all doors for restricted access. Each product safe room's security features are as follows: • The product safe room shall be fully enclosed and shall have a fust door for accessing the product receiving room and a second door for accessing the secure interior hallway. No storage room shall be accessible from the exterior of the building or have an exterior facing window. • The fast and second doors shall be connected to the burglary alarm system and shall be fully captured by a video surveillance camera such that the identity of any individual entering or exiting the storage room shall be readily identifiable. • The product safe room shall remain closed and locked at all times, even during hours of operation, and shall only be unlocked and accessed for the limited purpose of obtaining cannabis products, for the purpose of moving inventory for transportation and/or back into storage for safe keeping, or during receipt of new product. • The product safe room shall be constructed of permanent, fire -rate walls with commercial grade doors. In the event the Company uses products which require refrigeration or freezing, the Company will install a locking freezer and/or refrigerator in the storage room. Additionally, the freezer and/or refrigerator wit] be securely fastened to the building structure. • Only specific employees shall be granted access to the product safe room. All change in inventory (i.e., removing product or restocking) shall be entered into the inventory software system. RETAIL SECURITY PLAN FOR IE LICENSING, LLC Page 4 of 12 • Cameras shall be positioned such to provide a complete, unobstructed view of all areas of the product safe room. 3. Power Outage/Utility Failure The Company will ensure that all access doors are not solely controlled by an electronic access panel, so that locks will not be released during a power outage. In the event of power outage or utility failure, employees will be instructed to remain calm and stay put; open all available blinds or shades to allow in natural light. If employees are in an unlit area, the Company will instruct them cautiously proceed to an area with emergency lights (or natural lighting) and call and report the outage; wait for further instructions from the authorities and/or managers. If directed to evacuate, assist authorized visitors, vendors, and others as necessary. F. Cash Management Plan The Company will minimize the use of cash in its operations, with a goal of one day being cash - free. That is not practical at the moment, particularly given the fact that some licensed distributors require cash payment, and some customers resist purchasing cannabis with credit cards. Thus, the Company pragmatically recognizes the need to engage in some transaction with cash, and while seeking to minimize the volume of those transactions, will control cash through use of the following systems: 1. High Security Drop Safe The safety and security of IE Licensing's inventory and cash is a top priority. Accordingly, the Company will install a commercial grade depository safe ("drop safe"). A drop safe opens only during certain howl but allows cash deposits ("drops") at all times. Depository safes are an efficient way to instantly secure cash. Drop safes help to limit cash exposure, reduce robbery, and prevent internal threats. 2. Safe Protocols IE Licensing will implement safe protocols to ensure security off cash. The following guidelines are for accessing the drop safe: • The safe will be located in the Office, access to which is restricted to management -level employees and under 24-hour video surveillance. • Whenever the safe is open, the Office door will remain locked. • Authorized management personnel shall have access to the safe no more than twice per day. • Unauthorized employees and patrons shall not have access to the safe at any time. • Money placed in the safe in drops (not requiring safe opening) will be machine -counted, recorded and marked, and dropped into the safe. • The contents of the safe should be counted, and the safe log completed and verified, once in the morning when opening for the day and at the end of the day. 3. Double Accounting/Verification The Company will require double accounting and double verification of all cash. Meaning, Operations Manager and Cannabis Educators (Sales Associates) must independently count the RETAIL SECURITY PLAN FOR IE LICENSING, LLC Page 5 of 12 cash, run the cash through the cash counting machine, and both sign the deposit slip, prior to dropping any cash in the safe. The use of an automatic currency counter will add an additional layer of accuracy to all counts and shall be used any time cash is being moved or counted. An Operations Manager will also verify cash balances at least twice per day, at the beginning of the day and at the end of the day. The restriction of cash handling to specific discrete locations will further ensure tight control and theft prevention. The Office will be under full surveillance. Thus, in the event there is an unaccounted for or unexplainable discrepancy in cash, the Manager can review the events as captured on surveillance. 4. Bank Deposits Bank deposits will be made only by armored car service. The Company shall arrange for the transport of cash as often as required by the City of Lake Elsinore and shall not keep large amounts of cash at the facility overnight. 5. Cash Handling Training The Company is committed to preventing theft and diversion through clear, effective, and tight cash control systems and procedures. All Cannabis Educators (Sales Associates) and management will receive comprehensive training on cash handling procedures prior to starting work and will receive periodic refresher courses. G. Employee Selection Process & Training The last component of the Company's cash handling policy is grounded in comprehensive and robust hiring practices. By carefully vetting, interviewing, and performing background checks, Live Scan fingerprinting (as required), and credit checks on all cash handling employees, as well as carefully vetting work history and personal and professional recommendations, the Company will increase its probability of hiring trustworthy and responsible employees. Employees serve a crucial role in preventing diversion of cannabis and preventing theft of cash and cannabis product; by implementing and placing emphasis on the pre -hiring and talent selection process, the Company will better increase its theft prevention measures. H. Information Security 1. Information Technology (IT) Security The Company will hire an experienced third -party contractor to provide IT maintenance including software registration, security patches, malicious software prevention, account management, security status, and network access monitoring, disposal and redeployment, employee IT security training and vulnerability assessments. The Company will ensure that all employee passwords for software and network access must be changed every six (6) months. 2. Protected Information Access to protected information must be restricted to essential personnel only. Examples of protected information include: • Security and cash management procedures; • Asset and inventory lists; • Network data; • Floor plans of critical areas; RETAIL SECURITY PLAN FOR IE LICENSING, LLC Page 6 of 12 • Password and code records; • Patient records; • Customer records, including uploads of Ms; and • Employee records. 1. Video Camera Surveillance 1. Local Requirements IE Licensing will contract with a professional, reputable company to install and maintain a fully - operational digital video surveillance and camera recording system. The system will provide 24- hour security surveillance in HD -quality to monitor the following areas on the premises: • Enhances and exits to and from the premises; • Exterior parking areas; • All interior areas which are open and accessible to the public; • All interior areas where cannabis or cash is being stored for any period of time on a regular basis; • All areas where the sale of cannabis products takes place; and • All areas where diversion of cannabis could reasonably occur. IE Licensing will ensure the security surveillance camera's footage is remotely accessible by the Police Chief, and that it is compatible with the City's software and hardwarc.3 In addition, remote and real-time, live access to the video footage from the cameras shall be provided to the Police Chief. Video recordings shall be maintained for a minimum of 90 days and shall be made available to the Police Chief upon request. Video shall be of sufficient quality for effective prosecution of any crime found to have occurred on the premises. 2. Camera Placement Pursuant to 'Title 16, CCR § 5044, security cameras will be placed on the exterior of the business premises and inside the business premises to ensure comprehensive video surveillance coverage of the following areas: • All areas where cannabis goods are weighed, packed, stored, loaded, and unloaded for transportation, prepared, or moved within the Business premises; • Security rooms; • Areas storing surveillance system storage devices with at least one camera recording the access points to the secured surveillance recording area; • Enhance and exits to the premises, which shall be recorded from both indoor and outdoor vantage points. 3 CVMC § 5.19.160.A.4. RETAIL SECURITY PLAN FOR IE LICENSING, LLC Page 7 of 12 3. Digital Surveillance Video Storage The video surveillance shall be digitally stored on a hard -drive located in the Office within the building and offsite using cloud services. The footage shall be stored on hard -drives which are specifically designed for digital surveillance systems. Surveillance recordings shall be kept for a minimum of 90 days. a) Servers The server, switch, hard drives, and any other electronic hardware shall be securely mounted and stored in a locking cabinet or cage, which shall be installed in the Office. b) Upkeep and Testing On a weekly basis, the General Manager shall randomly play back footage from the building exterior to ensure that the video equipment is functioning properly, and that the recordings are being properly stored and maintained. Playback will also ensure that the playback quality is suitable for viewing and the equipment is capturing the identity of all individuals and activities in the monitored areas. This random playback shall include footage from each discrete camera placed on the building exterior. J. Employee Theft Reduction Measures While the Company strives to hire honest, responsible employees, it understands it needs further safeguards in place to deter and minimize risk of theft by employees. Theft prevention goes hand-in-hand with inventory control and security. As such, by making supply chain security a top priority, the Company is effectively enhancing theft prevention measures. Because of the inherent risk of diversion and theft associated with cannabis, IE Licensing's operational policies and procedures include a focus on prevention of theft and diversion of cannabis by employees. By mitigating or eliminating this risk, IE Licensing believes the business as a whole can run more efficiently and safely for all concerned. 1. Regular Inventory Reconciliation By conducting consistent inventory reconciliation, the Company will mitigate diversion and theft (and timely discover if such events occur), ensure product is packaged and labeled, and ensure product has not become contaminated or expired. Consistent, comprehensive audits will also ensure the Company is complying with notification regulations, including relating to significant discrepancies, theft, or loss. IE Licensing will conduct inventory audits and cycle counts on all inventory, at least every 30 days pursuant to state regulatory requirements.' During the 60 -day start-up phase, inventory audits will take place on a daily basis. Once the Compliance Officer and General Manager deem it appropriate, inventory audits will take place on a weekly basis, if no problems are detected, the frequency of audits may then revert to the state law requirement (30 days). Otherwise, in consultation with the security expert, audits will continue to take place more frequently until such time as any anomalies are eliminated. Having regular cycle -counts will ensure that no inventory deviation goes unnoticed for any period of time. Further, simply having in place such frequent inventory audits will act as a strong deterrent against any employee theft of product. ^ Title 16, CCR § 5051(b). RETAIL SECURITY PLAN FOR IE LICENSING, LLC Page 8 of 12 Any deviation in product count will be immediately noticed and addressed as counts occur at the start of the day and end of day. Any significant discrepancy in inventory will trigger a formal audit and notice to the Bureau of Cannabis Control and Lake Elsinore officials.' 2. Cheek-In/Out System Nonmanagement level employees shall only access the storage areas for the purpose of entering shipments into inventory, replenishing retail floor inventory, or if authorized by a manager. Once the order is fulfilled, the employee shall exit the storage area and update the track -and -trace system with the quantity and description of product removed from the storage area. As a result, the Company will have a daily record of all individuals that accessed the storage area, and the product removed from inventory attributable to that employee. 3. Inventory Management and Point -of -Sale System The California Cannabis Track Trace (CCTT) system, with inventory reconciliation and audits, adds another layer of theft prevention and diversion control over the products. IE Licensing will utilize Leaf Logix for its inventory management and point of sale systems, which interfaces with the CCTT system (METRO). Whenever products are moved to or from inventory storage, the event is recorded in the CCTT. Because each entry into the CCTT' system also records the user making the entry, the Company can review entries to investigate any irregularities. 4. Reporting Suspected or Known Incidents of Diversion IE Licensing takes seriously any report of suspected diversion or theft and will investigate each report to determine whether theft or diversion has occurred. In the event it is verified that an incident of diversion or theft occurred, the Company will report this to city officials and the Bureau of Cannabis Control within 24 hours.' All employees must report the unauthorized diversion of cannabis products, and failure to report known diversion may result in disciplinary action, including termination. Any verified diversion of cannabis products by an employee will be cause for immediate termination. K. Procedures for Handling Customer and Community Concerns Part of ensuring customer satisfaction and community responsiveness is providing a readily available feedback loop for customers and neighbors. This includes allowing for customers to submit complaints to IE Licensing, either by email/online, telephone, or mail. To ensure continuity of feedback and responses, the Company will implement a complaint handling protocol. Following a report of potentially contaminated cannabis or cannabis products, employees will investigate and respond to the complaint in accordance with these policies and protocols: 1. Accepting Product Complaints IE Licensing has in place a detailed procedure for handling consumer product complaints. The plain points of those procedures are summarized below. All employees will be trained to receive and handle complaints including, but not limited to, verbal de-escalation techniques. It is the responsibility of all the Company's employees to ensure the recording of any complaint upon receipt, regardless of where the complaint came from. s Title 16, CCR § 5034. s Title 16, CCR § 5036(a). RETAIL SECURITY PLAN FOR IE LICENSING, LLC: Page 9 of 12 The receiving employee will document the basic contact information of the complainant, product information, and alleged adverse reaction or experience caused by the product. The employee will then try to ascertain the lot number, batch number, and UID of the product, before forwarding the complaint to the General Manager for review. Once a complaint has been received, the General Manager shall assign responsibility to an employee to complete the following steps: 1. Gather additional information from the complainant about the situation; 2. Assemble the appropriate employees to conduct a thorough investigation; 3. Determine the nature and potential reasons for the complaint; 4. Evaluate the probability that the complained of issue may have affected other cannabis products; 5. Document all relevant information (as further set forth below); and 6. Decide proper course of action (subject to approval by an Operations Manager). This information will be entered into a Product Complaint Log, along with • Medium of communication (email, phone, etc.); • The name of the person, group, or licensee (i.e., manufacturer) lodging the complaint. If the complaint is submitted by a group or licensee, the record must include a contact name for the group or licensee. The Company will attempt to maintain confidential the identity of the complainant, but cannot guarantee confidentiality in all cases; • Date the complaint was received; • Original correspondence if the complaint is in any form of writing; • A description of the circumstances leading to the filing of the complaint; • A description of the remedy sought by complainant (as applicable); • The product information including product type and strength; • Name of Company employee who received the complaint; • Appropriate investigation procedures to be conducted considering the type of complaint (see more below); • The outcome of the investigation; the steps the Company took to resolve the issue; and the name of the employee responsible for resolving the issue; and • Date the complaint is determined as resolved. The Company will begin taking investigative measures within one (1) business day of receiving and determining the product complaint merits investigation. All complaint investigations will be conducted in accordance with the following characteristics: • Timeliness: Investigations are to be initiated and concluded within timelines that are mindful of a complainant's circumstances and do not render irrelevant the possible resolution of a complaint. RETAIL SECURITY PLAN FOR IE LICENSING, LLC Page 10 of 12 • Confidentiality: When an investigation cannot ensure a complainant the degree of confidentiality requested, the investigating party shall inform the complainant and seek the complainant's permission before continuing with an investigation. • Impartiality: Investigating parties shall conduct their activities without prejudice, preconceptions, or predetermination of an outcome. • Completeness: Investigating parties shall collect and consider all information necessary to arrive at a sustainable decision. • Ethical Behavior: All investigations shall be conducted in a manner consistent with the code of ethics for the Company's employees. All product complaint investigations will include, at a minimum: • A review of complaint records to determine if similar complaints regarding the same products have been received in the past; • An examination of retained samples from the same product and lot number, if available; • Open discussion with the cultivator and manufacturer regarding product complaints and course of strategy; • Obtaining the original from the customer for further examination and testing in conjunction with, if possible; and • Review of the product records to identify possible cause(s) of tine product complaint and potential corrective and preventative actions that would minimize the possibility of future product issues. The Operations Manager, in conjunction with the General Manager, will reach a conclusion as to the recommended course of action relative to the complaint. The Operations Manager will report this recommendation to the necessary employees, who shall take timely action on recommendations received regarding an assigned complaint. The Operations Manager shall inform the designated employee, who will notify the complainant about the disposition of the complaint, including the remedies, if any, offered to address the complaint. 2. General Custorner Feed Back Customer feedback is an imperative element to ensuring compliance with local and state laws, customer satisfaction, and the quality of products and service offered by the Company. The Company will leave an open discussion forum on the company website where customers can leave feedback and ratings based on their experience purchasing from the Company. The Company will also send surveys or questionnaires to customers to allow a more private and anonymous feedback. L. Procedures for Handling Product Recalls Part of keeping customers safe and maintaining the Company's integrity and reputation is ensuring a timely recall and withdrawal process in the event a product causes an adverse experience. This will include comprehensive training of all employees to understand tine notification and recall procedures. The most important step of recall procedures is to prevent the need for recall, which includes preventing any spoiled, defective, mislabeled, inappropriately packaged, contaminated products, RETAIL. SECURITY PLAN FOR IE LICENSING, LLC Page 11 of 12 or products of insufficient quality, from being delivered to customers, and upon discovery of any such defect, to cease selling the product, and promptly notify any customers who purchased the product. However, despite careful vetting and storage of products, adverse experiences can still occur. Upon the discovery of product contamination, safety concerns, adverse reaction, or quality - related issues, the Company will quickly and efficiently carry out recall procedures to protect the health and wellbeing of the customers. Having a clear plan and being prepared will ensure the Company reacts and responds within 24 -hours of receiving a recall notification. Once notified of a recall, which may be initiated by the State of California, a licensee (e.g., a cultivator, manufacturer, or distributor), or upon notice from a customer of an adverse reaction to cannabis product, the Company will immediately cease selling the product, quarantine any products in inventory, and start notifying customers, the City of Lake Elsinore, and state regulators. RETAIL, SECURITY PLAN FOR lE LICENSING, LLC Page 12 of 12 FIRE PROECTION PLAN FOR IE LICENSING LLC IE Licensing's fire prevention, suppression, alarm, and life safety systems will implement both written procedures and physical mechanisms to deal with any specific threats of fire posed by the manufacturing or cultivation operations. The fire plan detailed herein will work in conjunction with other safety and security mechanisms and protocols, such as those pertaining to few hazardous materials used and stored onsite, to maximize fire prevention and detection. 1.1 Occupancy Classification [Amenndedl The proposed occupancy and use classification for the manufacturing business located in Unit 140 is F-1. This moderate hazard classification is based upon the similar uses of hemp products and agricultural equipment and does not fall into the H category because the products and process used in production do not constitute a physical or health hazard. The proposed occupancy for Unit 150, where ancillary retail will take place is Class B. The proposed occupancy for Unit 130 where the cultivation will take place Is Class F-1. 1.2 Interior Finishes All interior finishes will utilize drywall on wood framing, in compliance with all applicable Lake Elsinore and California building codes. The drywall will be covered with Parkland Plastics 4 x 8 ft Embossed White Matte Plastic Wall Panels, which are washable. Each panel is waterproof, does not support mold, mildew or bacterial growth and is not affected by acids or harsh chemical solvents. The panels have a Class C fire rating per ASTM E-84 which is in compliance with the requirements for all Occupancy Class F facilities. The facility will not use Visqeen or Mylar plastics to cover walls. 1.3 Hazardous Materials IE Licensing will not use solvents or other hazardous materials in its facility. Only one cleaning material—D-Limonene (a cleaning agent)—will be used and stored in the facility. The below NFPA Rating Explanation Guide will be placed in areas where D-Limonene is stored, in addition to the Material Safety Data Sheet for the material. Fire Protection Plan for IE Licensing, LLC Page i of 12 HEALTH HAZARD 4 e Can be lethal 3 m Can cause serious or permanent Injury 2 d Can cause temporary incapacitation or residual injury I . Can cause significant Irritation 0 No hazard I OX =Oxidizing SA - Simple asphyxiants Y Y = Reacts violently or explosively with water FLAMMABILITY HAZARD 4 - Will vaporize and readily burn at normal temperatures 3 - Can be Ignited under almost all ambient temperatures 2 - Must be heated or high ambient temperature to burn 1 - Must be preheated before Ignition can occ n . AM not h- 4 - um 4• May explode at normal temperatures and pressures 3 - May explode at high temperature or shock 2 - Violent chemical change at high temperatures or pressures 1 - Normally stable. High temperatures make unstable 4. Stable SPECIAL HAZARD INSTABILITY HAZARD This chart for reference only - For complete specifications consult the NFPA 704 Standard (a) D-Limonene. This material will be used to clean the facility and equipment used in production. • The Material ,Safety Data Sheets (MSDS) shall be made available onsite as well as available for online access by the applicable agencies. A copy of the MSDS for D-Limonene is attached to this plan. • Hazard Communication Information will be stored in a clearly labeled and easily accessible location within the warehouse as well as online for all emergency responders. Hazard communications where the material is stored will include its NFPA Ratings and the below pictograms O Reactivity ii *1A Personal H Protection • All containers of D-Limonene will be individually marked/labeled per federal and state regulation and all rooms and/or spaces containing hazardous materials shall also be labeled accordingly. Fire Protection Plan for IE Licensing, LLC Page 2 of 12 Employees will be trained and tested on first aid measures, firefighting measures, accidental release measures, handling and storage, exposure controls, and reactivity specific to each substance. MSDS for all chemical agents will be readily accessible for employee reference. A company liaison shall be further trained on mitigation actions and aid the fire department in the case of any emergency response. Employees will be required to wear Personal Protective Equipment, including safety glasses, goggles, and/or face shields for eye protection when handling D- Lymonene. (b) Carbon Dioxide (CO2). CO2 will be used exclusively for extraction and will be used and stored at the Facility. • The Material Safety Data Sheets (MSDS) shall be made available onsite as well as available for online access by the applicable agencies. A copy of the MSDS for CO2 is attached to this plan. • Hazard Communication Information will be stored in a clearly labeled and easily accessible location within the warehouse as well as online for all emergency responders. Hazard communications where the material is stored will include its NFPA Ratings and the below pictograms, • Handling and Storage of Carbon Dioxide shall be carried out in accordance with the following standard operating procedures: o Storage in 200-250 pound CO2 liquid cylinders, o CO2 will be stored in a cool, dry, and well -ventilated area; o The CO2 cylinders will never be stored in an environmental room (i.e., refrigerated cold rooms or warm rooms); o The CO2 cylinders will not be stored in corridors or next to doors that will obstruct emergency exits from the building; Fire Protection Plan for TE Licensing, LLC Page 3 of 12 o The cylinders will be properly labeled with a description of the contents, the associated hazards, and the supplier information, along with any special details about storage or usage; The storage area where the cylinder will be stored will also be properly labeled with the content and hazard information. The accessways/doors to the rooms with the stored cylinders will also be properly labeled; o The received cylinders will be stored and used in order. Cylinders will be utilized in the order that they are received from the supplier; o Full and empty cylinders will be stored separately and will be clearly labeled as full, in use, or empty; o A monthly inventory of cylinders will be kept; o Any empty or unwanted cylinders will be returned to the vendor. Any cylinders that show signs of corrosion, dents, dings, pitting, bulging, etc. will be returned to the vendor; o A weekly inspection by the facilities manager will be performed on all gas cylinders and storage areas to check for compliance with all storage and usage guidelines. The inspection will be logged with a date and signature that is stored with the cylinders; o All CO2 cylinders in the Facility will be secured at all times, whether empty or full; o The CO2 cylinders will be stored upright and secured to a substantial fixed surface with both upper and lower restraints made of non- combustible materials; o The upper restraint will be positioned no less than I foot from the shoulder of the cylinder. The lower restraint will be placed no less than I foot from the floor. the Applicant will never utilize C -clamps or bench mounting brackets to store cylinders; o All cylinders will be restrained individually and will never be restrained in groups; o Cylinders will be capped when not in use. The valve protection cap will remain on the cylinder until the cylinder is secured against a wall or bench or placed in a cylinder stand, and is ready for use; o The cylinder and gas lines will be labeled with the name of the gas. The cylinder will also be properly labeled with the correct gas color code; Fire Protection Plan for IE Licensing, LLC Page 4 of 12 o The cylinders will only be used in a well -ventilated area; o The proper CO2 regulator will be utilized (i.e. Harris 330-500-320 Carbon Dioxide Liquid Cylinder Regulator). These regulators will never be utilized with other gases; o The usage of any flame or spark will not be permitted in the area where the cylinders are stored; o If a cylinder leaks and cannot be stopped by tightening the valve gland or packing nut, and closing the valve doesn't stop the leak, the following will be performed: ■ Immediately stop usage of the cylinder, and e Replace the cylinder cap and notify the supplier. o A hand truck will be utilized to transport cylinders for any distance. The cylinder will be secured to the hand truck with a chain or strap. Cylinders will never be rolled, dragged, or slid. Cylinders will never be lifted by cylinder caps; o Before returning the empty cylinders to the supplier the following will be performed: The valve will be closed and some positive pressure will be left in the cylinder. The original valve outlets and protective caps shipped with the cylinder will be replaced. The cylinder will be labeled "empty" and will be stored in a designated area for the supplier to pick up. o All unattended cylinders will be moved to a secure location as soon as possible. o All personnel will be properly trained to safely handle and work with compressed gas and will be required to read and know where to access the MSDS and usage protocols regarding to Compressed Gas Safety. After reading the training materials, all personnel will be required to demonstrate proper understanding of storage and usage guidelines. 1.4 Fire Inspections Fire Protection Plan for IE Licensing, LLC Page 5 of 12 IE Licensing will not open the Facility until a fire inspection conducted by authorized City officials confirms that adequate fire safety measures have been implemented. Thereafter, the Applicant will submit to fire inspections as required to assure that adequate fire safety measures remain in place. 1.5 Fire Alarm System IE Licensing, LLC has contracted a professional alarm installation company to install a fire alarm system. Based on recommendation from the Fire Department, the system may also include a fire control panel, cell communicator, photoelectric smoke detectors, firelite flashcan, relay modules, test stations, manual pull station, annunciator, hornstrobe, and fire-resistant document cabinets. The alarm panel will be strategically located in the warehouse room for ease of access to authorized employees and first responders. IE Licensing will ensure that all required NFPA 72 Inspections of all equipment, as well as all required NFPA 25 inspections are conducted by certified inspector. 1.6 Exits and Egresses. The facility has three points of egress from which to exit in the event of an emergency. Locked doors will allow egress in the event of an emergency. (a) Signage. Illuminated exit signs shall be installed in the interior hallway and within the warehouse to clearly designate the exit route utilized in the evacuation plan. (b) Exit Route. All hallways and throughways designated in the exit route shall be free of materials and debris at all times and clearly labeled. 1.7 Emergency Procedures for Employees. As part of their training, and included in the employee handbook, all employees will be informed of the evacuation and fire safety protocol. Those procedures include (but are not limited to): extinguisher use, immediate response to alarm, immediate response to fire (no alarm), evacuation route, waiting areas and building protocol. In addition, a fire safety liaison will be additionally trained to instruct all employees on procedure in real time, adhere to all building/business protocol and serve as liaison to the fire department, security team and emergency responders. (a) Procedures Step 1: Response initiation by supervisor in affected area. Report any emergency directly to a supervisor or the Emergency Coordinator. The supervisor in the affected area assesses the situation. If the emergency involves fire or substantial quantities of hazardous material or waste, the supervisor will: Y Immediately send persons to notify the Emergency Coordinator, and Fire Protection Plan for IE Licensing, LLC Page 6 of 12 • Obtain fire extinguishers and spill control equipment, as appropriate Step 2: Notify Fire Department Immediately (By Emergency Coordinator). The Emergency Coordinator will immediately report any fire or explosion, regardless of severity, to the Fire Department by dialing 911. Even fires that are suppressed by plant employees should be reported to the fire department. Based on reports from the supervisor regarding the apparent severity of any injury, fire or spill of hazardous material or waste, the Emergency Coordinator or designee must make other applicable emergency agency notifications described in this procedure. Step 3: Evacuate the Plant or Affected Area, If Needed (By the Emergency Coordinator) If the supervisor reports that the emergency is beyond immediate control with fire extinguishers and spill control equipment, the Emergency Coordinator will initiate an evacuation of the affected area, the building involved, or the entire plant, if necessary. The Emergency Coordinator will assess the actual and potential effects to health, safety, and the environment resulting from a release of hazardous material or waste or fire. The Emergency Coordinator and supervisors will initiate the evacuation when necessary and will observe the following guidelines: • The Emergency Coordinator and supervisors will don orange vests and make certain, without risking life or limb, that persons at the plant are notified of an evacuation and are directed to the evacuation staging areas for the plant. The receptionist will coordinate the evacuation of the front office area. If safe to do so, the Emergency Coordinator will ensure that processes that may contribute to the emergency or cause additional hazards, are stopped and that materials that may exacerbate the emergency are removed from the affected area. • The Emergency Coordinator will order an evacuation of the plant by activating the alarm and use a bullhorn to announce the emergency. The person ordering the evacuation will repeat the following message until all persons have evacuated or for as long as possible: ATTENTION! PLEASE EVACUATE THE PLANT. SHUT DOWN ALL EQUIPMENT. USE THE NEAREST SAFE EXIT. WALK AT ONCE TO THE EVACUATION AREA AND WAIT FOR INSTRUCTIONS. SU ATENCI6N POR FAVOR: LA PLANTA TIENE QUE SER EVACUADA. APAGUEN TODAS LAS MAQUINAS. USEN LA SALIDA MAS PROXIMA Y SEGURA. DI IJANSE AL AREA DE EVACUACI6N IMMEDIATAMENTE Y ESPEREN A RECIBER INSTRUCCIONES. Fire Protection Plan for IE Licensing, LLC Page 7 of 12 • Evacuating employees proceed to the evacuation/staging area of the parking lot outside the facility. • Once employees have reached the evacuation staging area they must report to their supervisor. • No persons will be permitted to leave the premises unless they have received instruction to do so by the Emergency Coordinator, Supervisor, rescue personnel, or if faced with eminent danger. • All personnel must stay clear of emergency vehicles. • Supervisors perform a head count at the evacuation/staging area. Report the headcount, including any injured or missing persons, to the Emergency Coordinator, who will then report to the emergency responders. • Supervisors must make themselves visible at the front of their corresponding group in order to facilitate the head count process and to provide a status update to the Emergency Coordinator. • To facilitate communication from a distance, responsible senior management should use the following signals: o A single arm in the air, with a thumb up, indicates that all employees are accounted for and that there is no problem. o Two arms in the air, waving overhead, indicate that an employee is unaccounted for or that there is a problem. • In the event that persons are not accounted for, the Emergency Coordinator will determine the next course of action. • Personnel may re-enter the facility only when the "All Clear" status update has been communicated by the Emergency Coordinator. Step 4: Seek Medical Assistance. • Unconscious or severely injured persons should not be moved unless there is imminent threat of further injury. If it is necessary for first aid -certified persons to move an injured person, the injured person should be lifted as if the person has suffered a back, neck, or head injury. • Only employees properly trained in first aid or CPR and holding valid certificates will treat the injured if emergency responders have not arrived. Fire Protection Plan for IE Licensing, LLC Page 8 of 12 First aid providers should consult Standard First Aid and Personal Safety (published by the American Red Cross) or a similar, nationally recognized, standard first aid manual to determine the proper care for any given injury. Only trained personnel should administer first aid. For severe injuries, the Emergency Coordinator will notify the paramedics by dialing 911. Step 5: Coordinate with Outside Agencies and Other Parties. • The Emergency Coordinator will provide outside emergency responders with access to the plant and will assist the emergency responders in identifying the nature and scope of the emergency. ® If evacuation of surrounding businesses is required, the Emergency Coordinator will assist the emergency responder; however, the Emergency Coordinator will not leave the site vicinity until the employees at the plant have been evacuated and accounted for. Step 7: Provide Regulatory Notifications (By Emergency Coordinator). • Emergency Coordinator will contact applicable regulatory agencies • The Emergency Coordinator or designee collects the following information prior to making the oral report: • Name and telephone number of person calling. • Identity of business and business address. • Location of the incident on the property or in the plant. • Type of incident (e.g., spill, gas release, etc.). • Extent of any injuries or property damage. • Identities of any government or private -sector representatives responding at the scene. • Any mitigation steps taken. Step 9: Post -Incident Notifications. Different written follow-up notifications maybe required depending upon the nature and quantity of the hazardous material or hazardous waste involved. Although not required by law, a follow-up written notification should be provided to each agency that received an oral notification. Fire Protection Plan for IE Licensing, LLC Page 9 of 12 Step 10: Recordkeeping and Document Retention. 6 Retain incident reports and any call/notification records indefinitely. 1.8 Exterior Locks and Key Box Access. IE Licensing shall provide direct access to all emergency responders with direct lock box and key card access to the exit door and fire suppression system. (a) Key Box. A box will be installed adjacent to the exit door for immediate access to the facility in case of an emergency. In addition, Applicant shall provide the city with any necessary key cards or access codes for all ingress/egress locations upon request. (b) Fire Suppression Room. As the applicant's facility is located within an already permitted business park, the Lake Elsinore Fire Department already has access to the fire suppression equipment used universally by the building in which the unit is contained. This room is controlled by the HOA/management company and grants access for all units within the building. (c) Doors. All egress doors will maintain simple working order and all handles/latches will be maintained to ensure ease of exit in any emergency. 1.9 Fire Suppression Systems JAEnendedj IE Licensing's facility is already protected by an existing fire sprinkler system. Additionally, IE Licensing will place fire extinguishers throughout the building. The diagram on the following page indicates existing sprinklers (see legend) and placements of fire extinguishers (see legend). Additionally, exit paths are indicated with red arrows. LEGEND ® SECURITY CAMERA ALL OM:IRS ARE 3038 MT11 CARD ACCESS 10 REMAIN UNLO CKEO FOR EGRESS FIRE E%IIWGGISHER 2A408C 8? FIRE SUsIRE`,K)N HEAD Fire Protection Plan for IE Licensing, LLC Page 10 of 12 9ECVRIT'/%RERROTYFTION I'LfiN 31'INO FURY. 111. VNDFJI S1 GTl StPpRwT61cnU9TX r,1 -. a -- 0 0 Fire Protection Plan for IE Licensing, LLC Page 11 of 12 £n.SfINO5V11R Ni<ONVUGF C(INCSS I'L4N SPNN'ISPkItMIfN I!pRCSS %AN Fire Protection Plan for IE Licensing, LLC Page 12 of 12 1 ® I DATE IMMIODN"Y) CERTIFICA'1 _ OF LIABILITY INSURANCE 3/23/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED 'oRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. .•ORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER NAME Jennifer Leroy _ El Dorado Insurance Agency, Inc. _PHONE E.xtl_(7_13)521-9251 (FA FAX _ (713)521-0125 'AICANo, J AIC, No): E-ML 'ler0YGeldoradoinsurance.comEl Dorado Security Services Insurance Agency ADDRESS _ _ PO Box 66571 INSURERS) AFFORDING COVERAGE Houston TX 77266 INSURER A:Allied world National Assurance INSURED INSURER e Berkshire Hathaway Guard Insurance Protection Rescue Security Services INSURER C: 36 Vista Palermo INSURER D: (Lake Elsinore CA 92532 1INSURER F: I I rcoTrnrATENIILI RER:rorti ficate (3/18) RFVISION NUMBER: V THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ---- —ADDL SUBR --- - - POLICY EFF POLICY EXP (NSR LIMITS LTR TYPE OF INSURANCE POLICY NUMBER MMIDDIVYVY MMIDD/YVVV X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A � CLAIMS -MADE LX OCCUR DAMAGELEa ocTED PREMISESSSEa occurrence) $ 100,000_ I � X -J Errors & Omissions 5200-2193-00 3/22/2018 3/22/2019 MED EXP (Any one person) i$ 10,000 PERSONAL&ADV INJURY I$ 1,000,000 GENLAGGREGATE LIMITAPPLIES PER GENERAL AGGREGATE $ 3,000,000 _ X � lPRO I POLICY a JECT (� LOC PRODUCTS COMPIOP AGG _. $ „3,000,000 $ OTHER: LIMIT (Eaacc $ 1UTOMOBILE LIABILITY I la0131NGLE - - i BODILY INJURY (Per person) $ ANY AUTO I ALL OWNED SCHEDULED BODILY INJURY (Per accident $ AUTOS UTOS _ A _ NON -OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS LPeracctcent) _ $ UMBRELLA UAB '', _ OCCUR EACH OCCURRENCE EXCESS LIABCLAIMS MADEi AGGREGATE _ $ DED RETENTION $ �I $ WORKERS COMPENSATION 13/11/2018 X j PER OTH ER AND EMPLOYERS' LIABILITY YIN _STATUTROWC954431 ZANY PROPRIETOR/PARTNER/EXECUTIVE _-� OFFICERIMEMBER EXCLUDED? L_ J N/A EL EACH ACCIDENT - EACH $ 1,000,000_ B ;(Mandatory in NH) 3/11/2019 EL SE EA EMPLOYEE $ 1, 000,000 111 yes, describe under 1 DESCRIPTION OF OPERATIONS below E. L. DISEASE -POLICY LIMIT $ 1 000 000 I DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Protection Rescue Security Services 36 Vista Palermo Lake Elsinore, CA 92532 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE .L. Ring, Jr./JL03---�--� © 1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD INS025 (201401) IM J.R. OLSEN BONS & INSURANCE BROKEP", INC. CA BrokerIft,_ Lic.# 0680914 — www.i(pisenbonds.com Canvon Blvd., Canoga Park, CA 91303 - Toll Free:(800) 452-7121 - Fax: 227-2628 1. Do owners personally or with a company in which they had an ownership interest, have a history of: a) Chapter 7 Bankmptcy? NO b) Chapter 11 or 13 bankrupley? NO If Yes, Explain details c) If you answered Yes to (b) above, is the proceeding still active? 2. Is the combined personal net worth of the owners at least five times the amount of the bond? YES 3. Do owners or the fine itself have any Unsafisfied Judgments, Tax Liens, Undisputed Collections, or Absence of any Credit Relationship for 24 months by owners personally or by firm? NO If Yes, explain: 4. If you have Unsatisfied Judgments, Tax Liens or Disputed Collections: N/A a) Have you entered into formal agreements to repay in installments? If Yes, can you prove you have complied with the payment schedules) for at least 6 months? (Confining letter from creditor will be required) 5. Do owners and firm pay financial obligations: Within agreed terms? YEs Within 30 days past terms, but on not more than 2 accounts? 6. Do you own Real Estate?NO Home No Investment No ' Current Balance in Bank accounts 22.000 _._._._ ..._.. _.._ 7. Applicant's Name: Ia'lnclpal name - include DBA, must be exacey as it is to appear on the bond): I . Licensina. LLC. David Harnett Sole Member ___... .....__ Phone Number. 951_245-9704„ a. Address(home): s _11c_ Kyl n, .... -.t 32295 Mission CA 92530 9. Type of Bond_ Cannabis License Bond Amount of Bond $5,000 _ Effective Dale 10. How much cash could you mise in next 90 days by selling assets and paying off debt? $150 000 11. Obligee (address It phone number): _State of California 12. Years of experience as Owner of this business?: 13_ Related Management Service IN of years) 13 Business Tax ID# R2-944200 13. Are you engaged in any alba line of business? YES 11 Yes, explain CBO product manufacturing._...._..___—. 14. Has application for this bond ever been declined?: NO If Yes, by whom For what reason(s)? - 15. Any Pnor Claims? NO Was claim resolved? Who is the prior surety on this bond?: 16. Have you ever been licensed for this type of business in any state? -LQ_ If Yes, explain INDEMNITY: Principal and Indemnitors (hereinafter, -11i request that the Insurance Company, hereinafter referred to as the Company or Surety, execute a bond and consider executing future bonds. Principal and Indemnitors authorize Surety or its agents to investigate Principal's and Indemnitors' personal credit, now and at any time in the future, with any creditor, supplier, customer, financial institution, or other person or entity. We make the following promises so that Surety will execute a Bond and consider executing future bonds, in consideration of the foregoing and intending to be legally bound hereby, the Indemnitors and Principals for themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, hereby covenant and agree with the Surety, alongwith its successors and assigns, as follows: 1. We agree that the following definitions apply: (a) Bond means ILL All surety bonds, undertakings, recognizances, instruments of guarantee or other surety obligations and any renewals, modifications or extensions thereof issued on behalf of any Principal by: (i) Surety; or (fl) any other party at the request of Surety; and, as to all of the foregoing, whether issued before or after execution of tris Agreement. The term Bond also includes any electronic processes in lieu of the issuance of paper bonds, whether in the contract bidding process or otherwise, and flat Loss means any payment or expense either incurred or anticipated by Surety in connection with any Bond or this agreement including but not limited to: payment of bond premium and/or proceeds or any other expense in connection with claims, potential claims, or demands; claim fees, penalties; interest; court costs; collection agency fees; costs related to taking, protecting, administering, realizing upon, or releasing collateral; and attorneys' and consultants' fees (including but not limited to those incurred in defense of bond claims or pursuing any rights of indemnification or subrogation and in obtaining and enforcing any judgment arising from those rights). Z. We jointly and severally agree to hold Surety harmless from all Loss and to reimburse Surety for all Loss. 3. We agree to pay surety each annual premium due according to the rates in effect when each payment is due Principal agrees that premium for a Bond is fully earned upon execution of a Bond for the 1st year & renewals and is not refundable, unless prohibited by law, "or is contrary to Surety's filed rates." 4. We agree that a facsimile copy of this agreement shall be considered an original and shall be admissible in a court of law to the same extent as the original agreement. S. We agree that Surely may obtain a release from its obligations as surety on a Bond whenever any such release is authorized by law. 6. We agree that Surety has the exclusive right to decide whether to pay, compromise, or appeal any claim against a Bond. 7. We consent to the jurisdiction of any court of competent jurisdiction, including the jurisdiction of any state or federal court where the Surety, Principal, or one or more of any of the Indemnitors is domiciled or doing business, at the sole discretion of the Surety. We waive any right to trial by a jury for any tort or contract claims related to this Agreement and waive any claim or defense in any such action based on alleged lack of personal jurisdiction, improper venue, forum non conveniens or any similar basis. 8. We agree that with its signature below, it is representing itself as both Principal and an Indemnitor as used above. 9. We agree that we have read and understood this agreement, that I am signing as Personal Indemnitor, on behalf of my Marital Community, and in my corporate, partnership or LLC capacity, if any, The invalidity or unforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. No missing signature shall invalidate this agreement. 'ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE CONTAINING ANY FALSE INFORMATION OR CONCEALS FORTHE PURPOSE OF MISLEADING INFORMATION CONCERNING ANY FACT MATERIALTHERETO COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS CRIME AND SUBJECTS SUCH PERSON TO CRIMINAL AND CIVIL PENALTIES. "ALL APPLICANTS ARE SUBJECT TO CREDIT REVIEW " By: x �— -� Title: ®President ❑Partner ❑Sole Owner C3 Managing Member (LLC) SIGNATURE OF PERSONAL INDEMNITORS PRINT NAME OF EACH SIGNER and ENTER SOCIAL SECURITY # OK- (1) SODSelo # toll 2%l L(I3� $ 4 r PROPERTY OWNER/LANDLORD AUTHORIZATION FOR RIGHT TO OPERATE CANNABIS BUSINESS I, DAVID HARGETT, through IE REAL ESTATE HOLDING LLC, of which I am the sole member and Manager, am the legal owner and lessor of real property located at 31885 Corydon Street, Suite 130, Lake Elsinore, California 92350 ("Premises"), I authorize IE LICENSING, LLC, to use the Premises for commercial cannabis activity, including cultivation, as permitted by City of Lake Elsinore Ordinance No. 2017-1383. I declare under penalty of perjury that the foregoing information is true and correct. Exp his t `� day of October 2019, at ����Cc- � S l 14) �c� ;California. AVID HARGETT (Legal Owner) (Date) ACKNOWLEDGEMENT 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 Cal'fyrnia p County of Y-kvj8 On o U a iu\9 _before me (insert name and title of the officer) personally appeared V�o�l GQ2A- who proved to me on the basis of satisfactory evidence to be the pe sons} whose nam�(s) is/ subscribed to the within instrument and acknowledged to me that he/she/iherexecuted the same in hist fr authorized capacity(ies); and that by hisaledth>eir signatures) -on the instrument the persorl(s� 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. RUPiNOER KAUR ONANQA Notary Public - California Riverside County Commission p 2258211 *My Comm. Expires Sep 16, 2022 Signatureq tli 1 l Q-, >l Ga lnkl-0 (Seal) RECORDING REQUESTED BY: FIRST AMERICAN TITLE AND WHEN RECORDED MAIL TO: IE Real Estate Holding, LLC or Assignee 32295 Mission Trail Road R8 # 425 Lake lrisinore, CA 92530 Order 'No' : 6041078 Escrow No.: 4571219 -04742 -AR A.P.N.: 370-031.017-6 TRA 005-026 u�>c GRANT DEED THE UNDERSIGNED GRANTOR(S) DECLARE(S) DOCUMENTARY TRANSFER TAX IS $ 352.00 CITY TRANSFER TAX IS $-00 [ X ] computed on full value of property conveyed, or [ ] computed on full value less value of liens or encumbrances remaining at time of sale. [ ] unincorporated area [ X ] City of LAKE ELSINORE AND FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Daniel E. Kelley and Sandra A. Kelley, Trustees of The Kelley Living Trust Dated May 12, 2004 hereby GRANT(S) to IE Real Estate Holding, LLC, a California Limited Liability Company the following described real property in the County of Riverside, State of California: See Exhibit "A" attached hereto and made a part hereof for complete legal description. AKA: 31885 Corydon Unit 130, Lake Elsinore, CA 92532 Dated: September 30, 2019 The tl)ley Li� in T t Dated May 12, 2004 By: Daniel E. Kelley, Trustee By: Sandra A. Kelley, Truskee 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 C COUNTY OF lic N who proved to me on the basis of satisfactory evidence to be the persons hose and acknowledged to me that he/sheath_ey, executed the same in his/her(Uir'authc signatur ��n the instrument the persoi6s)')or the entity upon behalf of which the Notary Public, personally appeared )scribed to the within instrument Ond that by his/heQthel 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 Idy!official seal. Signature ��-' y 8� A�{ ^i _ a BAILEY !N I V tary NOCary PNb11C . Cdlifwnia a Commission Expiration Date: % "t / .��G�., �%�`- C...mlrn # 226 646 — My Comm. Expbrr Oct 22, 2022 MAIL TAX STATEMENTS: To the parties as shown above Exhibit "A" Legal Description A.P.N.: 370-031-017-6 Real property in the City of Lake Elsinore, County of Riverside, State of California, described as follows: PARCEL I: A CONDOMINIUM COMPRISING INTEREST IN UNIT # C-3, AS SHOWN ON THE CONDOMINIUM PLAN ("PLAN') RECORDED ON AUGUST 5, 2003, AS INSTRUMENT NUMBER 2003-592580 IN THE RIVERSIDE COUNTY OFFICIAL RECORDS AND THE AMENDMENT TO BLUE LAKE INDUSTRIAL CONDOMINIUM PLAN RECORDED ON MAY 27, 2005 AS INSTRUMENT NUMBER 2005-0423403 IN THE RIVERSIDE COUNTY OFFICIAL RECORDS (COLLECTIVELY, THE "PLAN') AND AS FURTHER DESCRIBED IN THE DECLARATION OF RESTRICTIONS FOR INDUSTRIAL CONDOMINIUM OWNERSHIP RECORDED ON AUGUST 5, 2003, AS INSTRUMENT NUMBER 2003-592581 IN THE RIVERSIDE COUNTY OFFICE 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'). 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. '7e1:iy��1�F 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 DEFINES IN THE DECLARATION. PROPERTY OWNER/LANDLORD AUTHORIZATION FOR RIGHT TO OPERATE CANNABIS BUSINESS I, RICHARD FRANZO, am the legal owner and lessor of real property located at 31885 Corydon Street, Suite 150, Lake Elsinore, California 92350 ('Premises"). I authorize DAVID HARGETT and/or IE LICENSING, LLC, to use the Premises for commercial cannabis activity, including retail and distribution, as permitted by City of Lake Elsinore Ordinance No. 2017- 1383. I declare under penalty of perjury that the foregoing information is true and correct. Executed t is ' day of October 2019, at LiWJ o -, California. RICH FRANZO, egalOwner) (Date) ACKNOWLEDGEMENT 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 Kiyer,,Z�;df _ ) On /%/�,���7 before me, /7�7�t��//"u��rC: (insert name an title of the offic ) personally appeared �1 C �nct �J 'f 4 L� r-� -ZU who proved to me on the basis of satisfactory evidence to be the person(sY whose name i re subscribed to the within instrument and acknowledged to me that he/she/they executed the same in rs er/their authorized capacity(i?f and that by r'/her/their signatureo) on the instrument the person), or the entity upon behalf of which the person 1O 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. i AAI �N a = Notary ubiic C' II Diol i ' r f ry vido Cour y %1V(amm_ix, i«s Jul20,2021 Signature , n _ (Seal) DocuSign Envelope ID: 177EB6D7-CO8A-46B1-B85A-WI '596OE48 AIRCR� STANDARD INDUSTRIAL/COMMERCIAL SINGLE -TENANT LEASE -GROSS (DO NOT USE THIS FORM FOR MULTI -TENANT BUILDINGS) 1. Basic Provisions ("Basic Provisioru"). 1.1 Parties. This Lease ("team"), dated for reference purposesonly Jlrly 2. 201.9 ,Ismadebyandbetween _R_ich.ard Fra nZQ ("Leasor")and rk. 1., rend nn i_7.C. a Ca 1 i forma limited 1 i ahi 1 i tv cgWn4f}y and David W. Haraett ("Leasee"), (collectively the "Parties," or individually a "Party"). 1.2 Premises: That certain real property, IncludingallimprovementsthereinortobeprovidedbyLessorunderthetermsofthisLease,commonlyknownas (street address, city, state, zip): 31885 Cnr Jx7n Road Vni.t. 7501 Late Elsinore CA 92530 ("PreW ms"}.ThePremises are located inthe Countyof Riversideand am generally described as (describe briefly the nature ofthe property and, Ifa pplicable, the"Porgect,' if the property €s located within a Project): 3r: iltciustria1 condorninium deemed to be approximately ±1,54.6 SF, part. �"Lending n,Joriiinium Pro'ect .(5eealsoParagraph2) 1.3 Term Five LASyearsand IF ro f01 months("Original Term") commencing November 1, 2019 ("Commencement Date") July 31, 2D24 ("Expiration Date"). (See also Paragraph 3) r DS os 1.4 Early Possession: Ifthe Premises are available Lessee may have mri-exclusive possession of1he Premises commencing ` Vieriy Possession Date"). (See also Paragraphs 3.2 and 3.3) November 1, 2015 /ti 1.5 Base Rent: $ 1 , 4 Cl Q , 00 per month ("Bass Rent"), payable on the Fi rat day of each month commencing also Paragraph 4) I Q�'IfMsboxischecked,thereareprovisionsinthisLeasefortheBaseRenttobeadjusted, See Paragraph : 1 1.6 Bess Rent and OtherMonimPaid Upon Execution: ia) Bass Rant: $1,400.00 for the period lNovember 1-30,2019 (b) Security Deposit: 52.800.00 ("Security Da osR". See also Para ahs (c) Association Fees: S-'68 . 00 for the period November 1-30, 2019 (d) other: for (e) ToWOusUpon Execution ofthis Lem: $4,468.0Q_- 1.7 Agreed Use: . (SeealsoParagraph 6) 1.8 Insuring Party. Lessor is the"Insuring Party". The annual"Bass Premium" is s500.00 . (See also Paragraph8) 1.9 Real Estate Brokers. (See also Paragraph 15 and 25) (a) Representation: Each Party acknowledges receiving a Disclosure Regarding Real Estate Agency Relationship, conffrmsand contents tothefollowing agency relationships inthis Leasewiththe following real estate brokers ("Brokar(a)") and/ortheir agents ("Agent(s)"): Lessor's Brokerage Firm �uciwepkc rnmrnPrCial. Inc.. a t,a1ife-�rnia cor;oration DBA: Co1dWP11 Ranker Commercial SCLicense No. 02089395 Is the broker of (check one): 2 thelessor,or 0 both the Lessee and Lessor(dual agent). Lessor's Agent Pastor LlcenseNo. 01403298 is(checkone): 2 the Lessor's Agent (salesperson or broker associate); or F1bath the Lessee's Agent and the Lessor's Agent idual agent). Lessee's Brokerage Firm License No. Isthe broker of (check one): F the Lessee; or r-1 both the Lessee and Lessor (dual agent). Lessee's Agent License No. is (check one): the Lessee's Agent (salesperson or brnkerassociate); or r7 both the Lessee's Agent a rid the Lessor's Agent (dual agent). (b) Paymarrtto Brotars. Upon execution and delivery of this Lease by both Parties, Lessor shall pay tothe arokersthe brokeragefee agreed to in a separate written agreement iorIfthereisnosuch agreement, the sum of $2,664.00 or 3 % ofthetotal Base Rent) for the brokerage services rendered by the Brokers. 1.10 Guarantor, The obtigatiorxsoftheLessee underthfsLease are tobeguaranteed by ("Guarahtor"). (see also Paragraph 37) 1.11 Attachments. Attached hereto arethe following, all of which constitute a part of this Lease: !�I an Addendum consisting of Paragraphs 51 through b,'+ , a plot plan depicting the Premises; I� a current set of the Rules a rd Regulations; I a Work Letter, other (specify): or)tinn to Extend — L2araq ash 59- Arhf tration Agreement — p,iraxlranh 60_._ _ 2. Premhes, 2.1 Letting, Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, forthe term, at the rental, and upon all of theterms, covenants and conditions set forth in this Lease. While the apprcxlmate square footage of the Premises may have been used in the marketing ofthe Premises for purposes of comparison, the Base Rem stated herein Is NCT tied to square footage and is not subject to adjustment should the acivaI size be determined to be dfferent. NOTE: Lenses[*etfvisad to verify the actual at= prior to executingthis Lease. 2.2 Condition. Lessor shall deliver the Premises to Lessee broom clean and free ofdebrls on the Commencement Date or the Early Possessfon 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, fife 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 Ingood operating candnfcn on said date and that the surface and structural elements of the roof, bearing walls and fourxlatfon of any buildings on the Premises (the "Building") shall be free of materia) defects, and that the Unit does not contain hazardous levels of any mold arfungi defined as toxic under applicable state or federal law. If a non-compliance with said warranty exists as ofthe Stan Date, or If one of such systems or elements should malfunction or fail within the appropriate warranty period, Lessor shall, as Lessor's sale obligation with respect to such matter, except as otherwise provided In this Lease, promptly after receipt of written notice from Lessee selling forthwith specificity the nature and extent of such non-compliance, malfunction or failure, rectify same at Lessor's expense. The warranty periods shall be as follows: (1) 6 months asto the HVAC systems, and (II) 30 days as to the remaining systems and other elements of the Building. if Lessee does not give Lessor the required notice within the appropriate warramy period, correction of any such non-comp$1ance, malfunction orfailure shall be the obligation of Lessee at Lessee's sole cost and expense, except for the roofr foundations, and bearing Yells whfchamhaodledasprovided inparagraph 7. Lessor also warrants, that unless otherwise specified inwriting, Lessor Is unaware of (I) any recorded Notices of Default affecting the Promise; (to any delinquent amounts due under any loan secured by the Premises, and (Til) any bankruptcy proceeding affecting the Premises. 2.3 Compliance. Lessor warrantsthat to the best of Its knowiedge the improvements on the Premises comply with the building codes, applicable laws, coven nts or restrictions of record, regulations, and ordinances ("Applicable Regdrerneitts") that were in effect at the time that each Improvement, or portion thereof, was constructed. Sa Id warranty does riot apply to the use to which Lesseewill put the Premises, modIftcations wNch maybe required by the Americans with Disabilities Ad of any slmgarlaws 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 orto be &ade byLessee. IMM: Lane* Isresponsible fordeterminingwhetherornot theAppl_icableRequ€rem nts,andespeciallythemning,amapprapdatefor �l.eysxr'sintended use, andackrowledgesthrtpost uses ofthe Premianmayrro 416allo{dollfthePremisesdonotcomplywithsaidwarranty,Lessorshall, INITIALS INITIALS 61 2019 AIR CRE. All Rights Reserved. Last Edited: 7/3/20191:51 PM STG-27.31, Revised 06.10-2019 Page 1 of 13 DcouSign Envelope lD: 177EB6D7-C08A-46B1 -B65A-BF-^5960E4B except as otherwise provided, promptly after receipt of written noticefrom lessee sett ngforth with specificity the nature and extent of such non-compliance, rectify the same at Lessor's expense. If lessee does not give Lessorwritten notice of a noncompliance with this warrantywithin 6 months foilaving the Start Date, correction of that nob connhtance shall be the obligation d Lessee at Lessee's sole cost and expense. Ifthe Applicable Requirements are hereafter changed so as to requireduring the term of this (case the construction of an addition to ar an alteration of the Premises and/ar Building, the remediation of any Hazardous Substance, orthe mkmorcement or other physical modification of the Unit, Premises and/or Building ("Capfrel Expenditure'), lessor and Lessee shall allocatethe cost d 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 Lesson as compared with uses by tenants in general, Lessee shall be fully responsible fort he cost thereof, provided, however, that t such Ce Mal Expenditure is required during the last 2 years ofthis Lease and the cost thereof exceeds 6 months' Base Rem, 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 cos[ thereof and an amount equal to 6 months' Base Rem. If Lessee elects terminatfon, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written nonce specifying a termination date at least 90 days t hereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could legally ubnize t he Premises without commencing such Capital Expenditure. (b) If such capital Expenditure is not the resatof the specific and unique use of the Premises by Lessee(such as, governmentally mandated seismic modifications), then Lessor shall pay forsuch Capital Expenditure and lessee shall only be obligated to pay, each month dunngthe 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 reasdnady attributable to the Premises. Lessee sha 11 pay Interest on the Baia ace but may prepay Its obligation at any Lime. if, however, such Capital Expenditure Is required during the fast 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 we. upon 90 days prior written notice to Lessee unless Lessee notifies lessor, in writing, within 10 days after receipt of Leesor'stermimmon nonce that Lessee will pay for such Capital Expencilture. If Lessor does not elect to terminate, and falls to tender Its share of any such Capital Expenditure, Lessee may advance such funds and deduct so me, 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 H the balance of the Rent due and payable forthe remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to lessor. (c) Notwithstanding the above, the pwkslons concerning Ca pital Expenditures are Intended to apply only to ran -voluntary, unexpected, a std 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 than, 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 ExpeMiture, or (R) complete such Capital Expendroire at is own expense. Lessee shall not, however, have any right to terminate this Lease. 2.4 Ackrawledgement¢.Lessee acknowledges that: (a) It has been given an opportunity to inspect and measure the Premises, (b) it has been advised by Lessor and/or Brokers to satisfy Itself with respect to the size and condition of the Premises (Including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Disabilities 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 responsibllity therefor as the same relate to its occupy ncy of the Premises, (d) it is not relying on any representation as to the size of the Premises made by Brokers or Lessor, (e) the square footage of the Premises was not material to lessee's decision to lease the Premises and pay the Rent stated herem, and (f) neither Lessor, Lusor's agents, nor Brokers have made any oral orwritten representations or wanemfes with respect to said matters oberthan as set forth in this tease. In stickier, Lessor acknowledges that: (i) Brokers have made no representations, promises or warranties concerning Lessee's ability to honor the Lease or suitability to occupy the Premises, and (ii) it Is Lessor's sole responsibility to Investigate the financial capabllity a nd/or suitability of all proposed tenants. 2.5 Lessee as Prior Omer/Occup¢m. The warranties made by Lessor in Paraps ph 2 shall be of no force or effect if immediately prior to the Start Date Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective work. 3. Term. 3.1 Term. The Commencement Date, Expiration Date and ceigins l Term of this Lease a re as specified In Paragraph 2.3. 3.2 Early Possession. Any Provision herein granting Lessee Early Possession of the Premises is subject to and conditioned upon the Premises being available for such p esession Prior tothe commencement Date. Anygrant of Early Possession only conveys a rem -exclusive right tooccupy the Premises. If Lessee totally c r partially occupies the Premises pier to the Commencement Date, the obligation to pay Base Rent shall be abated for the period of such Early Possession. All other terms of this Lease (including but not limited tot he obligations to pay Real Propeny Taxes and Insurance premiums and to maintain the Premises) shall be in effect during such period. Any such Early Possession shall not affect the Expiration Date. 3.3 Pnlay In Pmassbn. Lessor agrees to use its out commercially reasons ble efforts to deliver possession of the Premises to Lessee by the Commencement Date. If, despite said efforts, Lessor Is unable to deliver possession by such date, lessor shall not be subject to any 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 onberobligations 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 6o days after he Commencement Date, as the same maybe extended under the terms of any Work tetterexecuted by Partes, 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 dischargedfrom all obligations hereunder. If such written nonce 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 ofthe Premises to Lessee until Lessee complies with is obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of Its obligations underthis 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. Rem. 4.1 RentDefined. All monetary obligations of Lesseato Lessor under the terms ofthis Unce(exceptfcrthe Security Deposit) are deemed to be rem("Rom") 4.2 Payment. Lessee shaiissix.paymcmdRent tote received by Lessor In lawful moneyd the United States, without offset or deduction(except as spectrally 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 invaceprepared by Lessor is Inaccurate such inaccuracy shall rat oonal tore a waiver and Lessee shall be odigeted to paythe 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 is address stated herein or to such other persons or place as Lessor may from time to time designate In writing. Accepanceof a payment which Is less than the amount then due shall net bea waiver of Lessor's rights to the balanced such Rent, regardless of Lessor's endorsement of any check co 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 paymemsto be made by Lesseeto be by cashier's check. Paymentswlll be a piled first to accrued late charges and attorney's fees, second to accrued interest, than to Base Rent, insurance and Real Property Taxes, and any rema lning amount to any other outstanding charges or costs. 4.3 Assoclation Fees, in addition to the Base Rent, Lessee shall pay to Lessoreach month an amount equal to any owner's association or condominium fees levied or assessed agoing the Premises. Said monies shall be paid at the sametime and In the same manner as the Base Rent. S. seetaty Deposft. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as scan-yfor Lessee's faithful Performance of is obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessormay use, apply or retain all or any portion of said Security Depositfor the payment of any amount already due Lessor, for Rents which will be due in the future, and/ one reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or Incur by reason thered. If Lessor uses orapplles all or any pottmo of the security Depost, Lessee shall within to 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 Rem 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 tenhs, event 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 tocause the Security Deposit tobe at a commercially reasonable level based on such change in azgylcondition. Lessor shall not be required to keep the Security Deposit sectary 1.L its general accounts. Within 90 days after the expiration or termination of hly&se, Lessors hall return that portion of the Security Deposit not used or appll L�/Itssodf GI1l5sIs 1l upon written request provide Lessee with a n accounting INITIALS INITIALS O 2019 AIR CRE. All Rights Reserved. last Edited: 7/3/20191:51 PM STG-27.31, Revised 06-100.2019 Page 2 of 13 DocuSign Envelope BID: 177EB6D7-CORA-4681-B65A-BO'-'9960E48 showing how that portion of the Security Deenit that was not returned was applied. No part of the security Deposit shall be considered to be held In trust, to bear interest or to he prepayment forany monies to be paid by Lessee under this Lease. THE SECURITY DEPOSITSHAU. 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 forthe Agreed Use, or any other legal use which is reasons bly comparable thereto, and for no other purpose. Lessee shall not use or permit the useof the Premises Ina manner that Is unlawful, creates damage, waste ora nuisance, or that disturbs occupants of or causes damage to neighboring premises orproperties. Other than guide, signal and seeing wedogs, Lessee shall not keeper allow In the Premises any pets, animals, birds, flsh, 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 tort significantly more burdensome to the Premises. if Lesaw elects towithhold consent, Lessor shall within 7 days after such request give written ratification of same, which notice shall Include an explanation of Lessor's objections lathe change in the Agreed Use. 6.2 Hazardous Sateteems. (a) Reportable UceaRaqui.Consent. The term'Hevrdous Substame"as used lnthis freseshall mean anypeduct, substance, orwastewhose presence, use, manufacture, disposal, transportation, or release, eftherby Realtor In combinstionveth other materials expected tob s on the Premises, is either: (1) Potentially injurious totbe public health, safety orwelfars, the envfronment orthe PremBes, (it) regulated ormongored by any goveramental authority, or pif) a basis for potential llabilityof Lessorto any governmental agency orthid party underany applicable statute orcommon law theory. Hazardous Substances shall Include, but not be Iimitedto, hydrocarbons, petroleum, gasolles, and/or crude altar any products, byproducts orfmctions thereof. Lessee shall not engage In any activity in or outhe Premises which canaBtutes a Reportable Useof Hazardous Substances without theeapress prlorwritten consentof Lessor andtimely compliance tat Lessee's expense) with all Applicable Requirements. "Reportable Use" shall mean (Q the installation or useof anyabow or belowgmund storagetank, (II) the generation, possession, stoage, use, transportation, ordisposal of a Hazardous Substancethat requires a permit form, or with respect to which a report, notice, registration or business plan Is required to befiied with, any governmental authority, and/.r(dl) the presence at the Premises of a Hazardous Substance with respect to which any Applluble Requirements requires that a notice be givento persons entering or occupyingtbe Premkes or nelghboring Properties. Notwithstandfngthe foregoing, Lessee may use any ordinary and customary matedafs reasonably required ta comedian the normal couae of the Agreed Use, ordinary office supplies (aceartwer, liquid paper glue, etc.) and common household cleaning materials, so long as such use (sin complbucewth all Applicable Requirements, Is not a Reportable Use, and does not exwsethe Premises ornelgina ring properlyw any meaningful risk of contamination ordamage oreipose Lessor toany liability therefor. In addition, Lessor may condition Its consentto any Repairable Use upon receiving such additional assurances as Lessor reasonably dorms necessary to protect itself, the public, the Premises and/orthe environment against damage, contamination, Injury and/or liability, Induding, but not limited m, the installation (and remwd on or before Lease expiration orterminatfon) of protective modifications (such as concrete encasements) and/or increasingthe, SecurityDepeaft. Ib) Dutyta lnformtessor. If Lessee knows,or has reasonabiecause tobelieve, that a Hazardous Substance has cometo belocated in, on, under or about the Premises, other than as previously consentedto by Lessor, Lessee shall immediately glvewr tten notice of such Excite Lessor, and Movies Lessorwith a copy of any report, notice, claim or other documentation which It has concerningthe preunceof such Hazardous Substance. (c) Lassea Remadistion. Lessee shall not ca use or permit any Hazardous Substance to be spilled or released tn, 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, forthe cleanup of anycontamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring propertfes, 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 anythird party. (d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents,employees, fenders and ground lesser, if any harmless from and against any and all Ices of rents and/or damages, Its bilifes, judgments, claims, ex,awass, 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 n, fietitty under this Lease with respect to underground migration of any Han Mous Substance under the Premises from adjacent propertes nor 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 cast of Investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration arterme ation ofth(s Lease. No terminmion, cancellation or resew agreement entered idea by Lessor and Wawa shall Mesas Leasee from Its obligations undarthis bear with respect to Hazardous Substances, unless specifically so Aided by Lessor In writing at the time of such agreement. (e) Lester Indemnification. Except as otherwise provided in paragre ph BJ, lessor and its suceessom and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and age Inst any and all environmental damages, including the cost of remediation, which result from Hazardous Substances which existed on the Premises prior to lessee's occupancy or which are caused by the gross negligence orwlllful 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 Investigab'on, removal, remediation, restoration and/or abatement, and shall survive the expireVon or termination oft his Lease. (f) Investigations and Remediations. Lessor shall retain the responsibility and pay for any Investigations or remediation measures required by governmental entities havingjurisdfction with respect to the existence of Hazardous Substances on the Premises prior to Lessee's occupancy, unless such remediatfon measure is required as a result of Lessee's use(including "Ate pons", as defined In paragraph 7.31e)balm) ofthe Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such ace ithes 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 Inveffigative and remedial responsibilities. (g) Lessor Terrulnew Option. If a Hazardous Substance Condition (see Paragraph 9.1(e)) occurs duringthe term ofthis Lease, unless lessee is legally responsible therefor (In which case Lessee shall make the Investigation and remediation thereof required bythe Applicable Requirements and this Lease shall continue in full force and effect, but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's option, either (1) Investigate and remediate such Hazardous Substance Condition, If requlned, as seen as reasonably possible at Lessor's expense, in which event this Lease shall continue In full force and effect, or (11) If the estimated tort to nerradlate such conedon exceeds 12 times the then monthly Base Rent or $1oBo00, whichever is greater, give written notice to Lessee, within 3o days after mullet 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 data of such notice. to the went 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 cast of the remediation of such Hazardous Substance Condition exceeds an amount equal to 22 times the then monthly Base Rent or $100,00q whichever b greater. Lessee shall provide Leuorwnh said funds or satisfactory assurance thereof within 30 days following such commitment. In such teem, 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 of termination. 6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise pmelded in this Lease, Lessee shall, at Lessee's sole expense, fully, diligently a no in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire Insurance underwriter or attng 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 moose 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 Promises to comply with any Applicable Requirements. Likewise, Lessee shall immediately give written notice to Lessor ca: (1) a my water da mage to the Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold; or (it) any mustiness or other odors that might indicate the Presence of mold In the Premises. In addition, Lessee shall provide Lessor with copies of its business license, certificate of occupancy and/cur any similar document within 10 days of the receipt of a written request therefor. 6.4 Message, eomplits., Lessor and Lessor's -tweler"(as defined in Paragraph 30)anal consultants authorized by Lessor shall have the right to enter Into Premises at anytime, in the use of an emergency, and otherwise at reasonable times after reasonable notice, for the purpose of Inspecting and/or testing t he condition of the Premises and/er for verifying compliance by lessee with this Lease. The cost of any such Inspections shall be paid by Lesson unless a violation of Applicable Requirements, ora Hazardous Substance Condition face Paragraph 9.1) is found to exist or be imminent, or the Inspection is requested orordered by a governmental authority. In such case, lessee shall upon request relmburse Lessorfor the cast of such Inspection, so long as such inspection Is restarts by related to the violation or contamination. In addition, Lessee she 11 protide copies of all relevant material safety data sheets fMSDS) to Lessor within 10 days ofthe receipt of a written request therefor. Lessee acknowledges that any failure an its Part tom liow 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 fall to allow such Inspections and/or testing Ina timely fashion the Base Rent shall be automatically Increased, without any requirement for notice to Lessee, by an amount equal to 10% oft he then existing Base Rem or $100, whichwer is greater forthe remainder to the Lease. The Parties agree that such increase In Base Rent represents fair and reasonable compensation forthe 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 nawort constitute aora iver of Lessee's Default or Breach with respect to such fail�evw it exerciseot any oflhe other rights andremedies granted h�ynder. q1'L �pos __ +1 vN INITIALS INITIALS O 2019AIR CRE. AHRIghts Reserved. Last Edited: 7/3/20191:51 PM STG-27.31, Revised OG30-2019 Page 3 of 13 DocuSign Envelope ID: 177EB6D7-C08A-4GB1-B65A-Br '9960E48 7. Maintenance; Repairs; Lldlitylnstallstions;Ttade Fixtures and Alterations. 7.1 Lesses'sobiigat€orv. (a) InGenaral.5ubjecttotheprovisionsofParagraph2.2(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 )rnterded for Lessee's exclusive use, no matter where located), and Alterations in good order, condition and repair (whether or not the portion of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee's use, any prior use, the elements or the age of such portion of the Premises), inducting, but not limited to, all equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fire protection system, fixtures, walls (interiorand exterior), ceilings, flows, stairs, windows, doors, plate glass, skylights, landscaping, driveways, parking lois, fences, retaining walk, signs, sidewalks and parkways located in, on, or adjacenttothe Premises. Lessee is also responsiblefor keepingthe roof and roof drainage clean andfree of debris, Lessor shall keep the surface and structural elements of the roof, foundations, and bearing walls in good repair (see paragraph 7.2). Lessee, In keeping 1he 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 7.11b) below. Lessee's obligations shall include restorations, replacemems 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 ofthis Lease, keep the exterior appears nee 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 thevldnity, including, when necessary, the exte7Dw repainting ofthe Building. (b) SatvfceContracts. Lessee shall, at Lessee's sole expense, procure and mainta In contracts, with copies to Lessor, in customary form and substance for, and with contractors special€zing and experienced In the maintenance ofthe following equipment and Improvements, If any, If and when installed onthe Premises: (€) HVAC equipment, (11) kroner, and pressure vessels, (W) fire extinguish€ngsysterrsr including fire alarm and/or smoke detection, (Iv) landscaping and irrigatfon systems, and (v) clarifiers. However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such service contracts, and Lessee shall reimburse Lessor, upon demand, for the cost thereof. (c) Failure to Perform. If Lessee fails to perform Lessee's obligations under this Paragraph 7.1, Lessor may enter upon the Premises after 10 days' prfor 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 pay to Lessor a sum equal to 115% of the cost thereof. (d) Replacement. Subject to Lessee's indemnification of Lessor as set forth in Paragraph 8.7 below, ancl without relieving Lessee of liability resulting from Lessee's failure to exercise and perform good maintenance practices, [fan Rem 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 beobligated to pay, each month during the remainder ofthe tem: of this Lease, on the date on which Base Rent is due, an a mount equal to the product of multiplying the cost of such replacement by afraction, the numerator ofwh€ch is one, and the denominator ofwhlchIs144(le.1J144thofthe cost permonth). Lesseeshall pay Interest on the unamordzed balance but may prepay fts obligation at arrytime. 7.2 Lessor's Obligations. subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 9 (Damage or Destruction) and 14 (Condemnation)r it is intended by the Parties hereto that Lessor have no obligation, in arty manner whatsoever, to repair and maintain the Premises, or theequipmeht therein, all of which obligations are Intended to be that of the Lessee, except for the surface and structure I elements ofthe rook, foundations and bearing wails, the repair of which shall be the responsibility of Lessor upon receipt of written notice that such a repair is necessary. It is the Intention of the Partiesthat the terms of this Lease govern the respective obligations ofthe Parties as to maintenance and repair of the Premises. 7.3 UtDI€ V [nrtallations; TYade Fi)ttLmn,, Alteradon. (a) Definftfoga. 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, Ifghtfngfixtures,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 damageto the Premises. The term "Alterations" sha€I mean any modification of the Improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion. "Lessee Owned Altemdonsand/or Witty Installadons' are defined as Alterations and/or utility Installations made by Lessee that are not yet owned by Lessorpursuant to Paragraph 7.4(a). )b) Consent. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor's prior written consent. Lessee may, however, make non-structural Alterations or utility Installations to the interior of the Premises (excludfngthe roof) without such consent but upon notice to Lessor, as long as they are not visible from the outside, do not Involve puncturing, rekxatingorcemoving the roof orany exfstfng 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 ora sum equal toonhemonth's Base Rent inany one year. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and/or install anythingonthe roofwithoutthepriorwrittenapprovalofLessor. Lessormay,asaprecondition togramingsuch approval, require Lesseetoutilizeacontractor chosen and/or approved by Lessor. Any Alterations or Utility installations that Lessee shall desireto makeandwhlch requirethe consent ofthe Lessorshall be presentedto lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee's: (1) aequfring all applicable governmental permits, (IQ furnishing Lessor with copes of both the permits and the plans and specifications prior to commencament of the work, and (114 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 Pen and completion bond In an amount equal to 150%of theestimated cost of such Alteration or utility Installation and/or upon Lessee's posting an additional security Deposltwith Lessor. (c) Liens; Bonds. Lessee shall pay, when due, all churnsfor labor or materials furnished or alleged to have been furnished toorfor Lessee at orfor use on the Premises, which claims are or may be secured by any mechanic's or mater[almen's lien against the Premises or any Interest therein. Lessee shall give Lessor not less than 10 days notice prier to the commencement of any work In, on or about the Premises, and Lessor shall have the right to past notices of non responsibility. If Lesseesha II contest the validityof any such Iden, claim or demand, then Lessee shall, at its sole expense defend and protect ftself, Lessor and the Premises against the sa me and shall pay and satisfy any such adverse judgmentthat may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond €n an amount equa Ito 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against Ila bility 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 herefnafter provided, ail Alterations and Utility Installations made by Lessee small be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in wrkingto be the owner of all or any specified part of the Lessee Owned Alterations and Utility installations. uniess otherwise instructed per paragraph 7.4)b) hereof, all Lessee Owned Alterations and Utility Instaltatfons shall, at theexpiratfon or termination of this Lease, become the property of Lessor and be surrendered by Lessee withthe Premises. (b) Removal. Sy delivery to Lessee of written notice from Lessarnot earlferthan 90 and not laterthan 30 days priortothe end of the term of this tease, Lessor may require that any orall Lessee Owned Alterations or utility Installations be removed by the expiration or term Enation of this Lease. Lessor may require the removal at anytime of all or any part of any Lessee Owned Alterations or utility Installations made without the required consent. (c) Surranden Restoration. Lessee shall surrenderthe Premises by the Expiration Date orany earliertermination date, with all of the improvements, parts and surfaces thereof broom cleanand free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. "ordinary wear and tear" shall rot Include any damage or deterioration that would have been prevented by good maintenance practice. Notwtthstandingthe foregoing and the provfsfons of Paragraph 7.1(a), tithe Lessee occupies the Premises for 12 months or less, then Lessee shaft surrender the Premises In the same concift'an as delivered to Lessee on the start Date with No allowance for ordinary wear and tear. Lessee shall repair any da mage occasioned by the installation, rnafntemnceorremavaIof Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by orfor Lessee. Lessee shall also remove from the Premises any and all Hazardous Substances brought onto the Premises by orfor Lessee, or anythird party (except Hazardous Substances which were deposited via underground migration from areas outside of the Premises) to the level specified in Applicable Requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned by Lessee and maybe disposed of or reta fined by Lessor as Lessor may desire. The failureby Lessee to timely vacate the Premises pursuant to this Paragraph 7A(c) without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 26 below. S. Insurance, Indemnity. 8.1 Payment of Premium Increases. (a) Lessee shall pay to lessor any Insurance cost Increase{"htsurence Cost Increase") occurring during the term of this Lease. Insurance Cost increase is defined as any Increase In the actua 100,51; of the insurance required under Paragraph 8.2(b), 8.3(a) and 8.3[b), over and above the Base Premium as hereinafter defined calculated on an annual basis. Insurance Cost Increase shall include but not be limited to increases resulting from the nature of Lessee's occupancy, any act or omission of Lessee, requirements afthe holder of mortgage or deed oft rust covering the Premises, increased valuation of the Premises and/or a premium rate I The parties areenoouraged to fill in the Base Premium in Paragraph 1.8with aSt�sonable premium forthe Required Insurance based on the Agreed Use of h .gser hlses. if the parties fail to insert a dollar amount In Paragraph 1.8, then the ��femlu be the lowest annual premium reasonably obtafroNe for the f�xC.�x''' I 1�ilk _[1 INITIALS INITIALS ® 2019AIR CRE. All Rights Reserved. Last Edited: 7/3/20191:51 PM 5TG-27.31, Revised 06-10.2019 Page 4 of 13 DocuSi®n Envelope ID:177E68D7•CORA-4BBl-B65A-BO"-5.98DE48 Required Insurance as of the commencement of the Original Term for the Agreed Use of the Promises. In no event, however, shall Lessee be responsible for any portion of the increase Inthepremfum cost attributable to liability Insurance carried by Lessor under Paragraph 8.2(b) In excess of $2,000,000 per occurrence. (b) Lessee shall pay any such I nsuranoe Cost Increase to Lmor within 30 days after receipt by Lessee of at" of the premium statement or either reasonable evidence ofthe amount due. If the Insurance policies mainta rood hereunder cover other property besides the Premises, Lessor shall also deliver to Lessee a statement of the amount of such Insurance Cost Increase attributable onlytothe Premises showing in reasonable deta€I the manner In which such amount was computed. Premiums for policy periods commencing priorto, orextending beyond theterm of this Lease, shall be prorated to correspond to the term of this Lease. 8.2 Liability Insurance. (a) Carried byLanee. Lessee shall Main and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessoras an additional Insured against darns for bodily injury, personal Injury and property damage based upon orarising out ofthe ownership, use, occupancy or maintenance of the Premises and 0 areas appurtenant thereto. Such insurance sha EI be on an occurrence basis providing single limit coverage In an amount not less than $1,000,000 per occurrence with an annual aggregateof 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 I nsurance Service Organization's "Additional Insured -Managers or Lessors of Prernlsei' Endorsement. The policy shall not contain any Intra -Insured excluslons as between insured persons ororganizatfons, but shall include coverage for liability assumed under this Lease as an "Insured contract" for the performance of Lessee's Indemnity obligations underthis Lease. The limits of said Insurance shall not, however, limit the liability of Lessee nor reilave Lessee ofany obligation hereunder. Lessee shall provide an endorsement on Its liability policy(les) which provides that its insurance shall be primarytoand not contributory with any similar Insurance carried by Lessor, whose Insurance shall be considered excess insurance only. (b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), In addition to, and not In lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional Insured therein. 8.3 Property Insurance- Buildiro Improvements and Rental Value. (a) Building and Imprevamants. 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 a mount of such Insurance shall be equal to the full Insurable replacement cost of the Promises, as the same shall exist from time to time, orthe 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 available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and/or earthquake unless required by a Lender or Included in the Base Premium), Including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion ofthe Premises as the result of a covered loss. Said polity orpolicies shall also contain an agreed valuation provision In lieu ofany coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the a nnual property insura rice 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 towhere the Premises are located. Ifsuch insurance coverage has a deductible clause, the deductible amount shall not exceed $5,000 per occurrence, a not Lessee shall be liable for such deductNe amount In the event cfan Insured loss. (b) Rental Value. The Insuring Partyshall obtalriand keep Inforce a policy or policies In the name of Lessor with loss payable to Lessor and any Lender, €nsuringthe loss of thefuil Rent for one yearwth an extended period of indemntty for an additional 180 days ("Rental Value insurance"). Said Insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and theamount 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 Prernhes. 9 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 forthe 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 LeasedaProperty; Businm IrtwrWHoninsuranoo; Worker's Comperwtionlrmumnce. (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 Instaliations. 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 a rid maintain loss of Income and extra expense Insurance In amounts as will reimburse Lessee for direct or indirect foss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee orattributa ble to prevention of access to the Premises as a result of such perils. (c) Worker'sConvowitatlon Insurance. Lessee "it obtain and maintain Worker's Compensation Insurance in such amount as may be required by Applicable Requirements, such poficyshall 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 B.S. (d) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage ofitsurance specified herein are adequateto cover Lessee's property, business operations or obligations under this Lease. 8.5 Insurance Polhhs. Insurance required herein shall be by companies mafntainingduring the pollcyterm 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 orpermitto be done anythingwhich Invalidates the required Insurance policies. i-essee shall, prior to the Start Oarte, deliver to Lessorcertifted copies of policIesaf such insurance or certificates with copies of the required endorsements evidencing the existence arid amounts oftherequired Insurance. No such policy shall becancelaUeorsubject to modification except after 30 days prior written notice to Lessor. Lessee shall, at least 10 days prior to the expiration ofsuch 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 remainingterm of this Lease, whichever Is less. if either Party shall fail to procure and maintainthe insurance required to be carried by it, the other Party may, but shall not be "Wrecito, procure and maintain thesame. 8.5 WalhwroliSubrogardon. Without affecting any other rights or rerriedles, Lessee and Lessor each hereby release and relieve the other, and waive their entfre, right to recover damages against the other, for loss of or damage to its property a rising out ofor incident to the perils required to be Insured against herein. The effect of such releases and waivers is not limited by the amount of Insurance carded or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee, as the rase may be, so long as the Insurance is not Invalidated thereby. 8.7 Indemnity. Except for Lessor's gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and Its agents, Lessor's master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens, judgments, penalties, attorneys' and consultants'fees, expenses and/or liafhilitfes arising out of, Involving, or in connection with, a Breach of the Lease by Lessee and/or the use and/or occupancy of the 9remises and/or Project by Lessee and/or by Lessees employees, contractors or invitees. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee sha II upon notice defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperatewith Lessee In such defense. Lessor need not have first paid any such claim In order to be defended or Indemnified. 8,8 Pammpdon of Laxer and its Agartsfrom 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 Lesseer Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises, whether such da mage 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, MVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or upon other portions ofthe building of which the Premises area part, or from other sourcesor places, (11) any damages arising from any act orneglect of any other tenant of Lessor orfrom 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 suchdamagas or injury betofile a claim on the Insurance policy(ies) that Lessee is mquiredto maintain pursuant tothe provisions of paragraph B. a.9 Failure toProvida insuxnce. Lessee acknowledges that any failure on its part toobtain or maintain the Insurance required herein 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, for any month or porton thereof that Lessee does not maintain the required insura nee 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 10%of the then existing Base Rent or $lip, whichever is greater. The parties agree that such Increase in Hese 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. CH -211 i Definitions. T77—he "Premien partial Damage" shall mean damage or destruction to! Premises, other than LessceOwrred Alterations and Utility INITIALS INITIALS ® 2019 AIR CRE. All Rights Reserved. Last Edited: 7/3/20191:51 PM STG-27.31, Revised O6-10-2019 Page 5 0f 13 DocuSign Envelope ID: 177Ef36D7-CD8A-46B1•B65A-B0---596OE48 Installations, which can reasonably be repaired In 6 months or less from the date of the damage or destruction. Lessor shall notify Lessee In writing within 34 days from the date of the damage or destruction as to whether or not the da mage is Partial or Total. (b) "Premises Total Destruction" shall mean damage or destruction to the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 6 months or less from the date of the damage or destruction. Lessor shall notify Less" inwriting within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Taal. (c) "Insured Lau" shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused byan event required to be covered by the insurance described in Paragraph&.3(8), Irrespective of any deductible amounts or coverage limits involved. (d) "Replacement Care' shall mean the cost to repairer rebuild the improvements owned by Lessor at the time ofthe occurrence tothe(rcondition existing Immediately prior thereto, including demolition, debris removal and upgrading required by the operation of Applicable Requirements, and without deduction for depreciation. (a)"Hazardous Substance Condition" shall mean the occurrence or discovery of a condition involving the presence of, ora contamination by, a Hazardous Substance, in, on, or under the Premises which requires restoration. 9.2 Partial Damage- Inured Loss. If a Premises Partial Damagethat 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 fuliforce and effect; provided, however, that Lessee sha II, at Lessor's election, make therepair of a nydamage or destruction thetotal cost to repair of which is $10,000or less, and, In such event, Lessor shall make any applicable Insurance proceeds available to Lessee on a reasonable basisfor that purpose. Notwithstanding the foregoing, if the required insurance was not In force orthe 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 thefact that, by reason of the unique nature of the improvements, full replacement cost Insurance coverage was not eomrnercia fly reasonable and available, Lessor shall have noobligation to pay forthe shortage in Insurance proceeds or tofully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of written notice of such shortage and request therefor. If Lessor receives Saki funds or adequate assurance thereof within said 10 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 naticeto 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 ase this Lease shall remain in full force and effect, or (II) havethis Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lesseeto repair any such damage or destruction. Premises Partial Damage due to Rood or earthquake shall be subject to Paragraph 9.9, notwithstanding that there maybe some insurance coverage, but the net proceeds of any such Insurance shall be made available for the repairs if made by either Party. 93 PairtlalDarreig*•LlninsuredLose. If a Premises Partial Damage that Is not an Insured Loss occurs, unless caused by a negligent or Wilful act of Lessee (in which event Lessee shall make the repairs at Lessee's erpense),Lessor may either. (1) repair such damage as soon as reasonably possible at Lassoes expense,inwhich event this Lease shall continue in full force and effect, or (ii) terminate thfs 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 followingthe date of such notice. In the event Lessor eleMstoterminate 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 repa it 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 makethe required commitment, this tease shall terminate as of the date specified in the termination notice. 9.4 TatalDertruction. Notvvfthstanding any other provision hereof, If a Premi[ses Tota I Destruction occurs, this Lease shall terminate 60 days following such Destruction. If the damage or destruction was caused bythe grass negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessors damages from Lessee, except as provided in Paragraph E.6. 9.5 Damage Near End ofTorm. If at anytime duringthe last 6 months ofthis Lease there is damage for which the cost to repair exceeds one month's Base Rent, whether or not an insured Loss, Lessor may terminatethls Lease effective 60 days following the date of occurrence of such damage by giving a written termination notice to Lessee within 30 days afterthe date of occurrence of such damage. Notwithstanding theforc oing,ifLesseeatthattimehasanexercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (a)exercising such option and (b) providing Lessorwith any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earllerof (1) the date which Is 10 days after Lessee's receipt of Lessor's written notice purporting to terminate this Lease, or (u) the day priorto 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 reasons bly possible and this Lease shall continue In full force and effect. If lessee fails to exercise such option and provide such funds or assurance during such period, then this tease shall terminate on the date specified In the termination notice and Lessee's option shall be extinguished. 9.6 Abatement of Rent; Lassee'sRemedfea. (a) Abaternarrt. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substa rice Condition for whk:h 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 towhich 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 Iiabllityfor 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, Ina 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 ofwhich 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 dare specified in safd notice. tithe 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 of the preparation of the required Iola ns, or the beginning of the actual work on the Premises, whichever first occurs. 9.7 Termination; Advance Payments. Upon termination cyfth(s 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, oris not then requirecito be, used by Lessor. 10. Real Property Taxes. 10.1 De inftfon. As used herein, the term "Real Property TSxes" shall include any form of assessment; real estate, general, special, ordinary or extraordinary, ar rental ley or tax (other than inheritance, personal Income or estate taxes); Improvement bond; and/or license fee Imposed upon or levied against any legal or equitable Interest of Lessor In the Premises orthe Project, Lessor's right to other Income therefrom, and/or Lessor's business of leasing, by any authority having the direct or Indirect power to tax and where the funds are generetedwithreference tothe Bulldingaddress. Rea IProperty Taxes shall also include any tax, fee, levy, assessment or charge, or any Increase therein: (1) imposed by reason ofevents occurring during the term ofthis Lease, Including but not limited to, a change fn the ownership of the Premises, and (11) levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant tothis Lease. 10,2 PaymarrtofTaxos. Lessor Shall paythe Real Property Taxes applicable to the Premises provided, however, that Lessee shall pay toLessor the amount, If any, by which Real Property Taxes applicable to the Premises Increase over the fiscal tax year during which the Commencement Date Occurs ('Tax Increase"). Payment of any such Tax Increase shall be made by Lesseeto Lessor within 30 days after receipt of Lessor's written statement setting forth the amount due and computation thereof. If any such taxes shall cover any period of time prior to or after the expiration or termination of this Loose, Lessee's share of such taxes shall be prorated to cover only that portion of the tax bill applicable to the period that this lease is in effect. In the event Lessee Incurs a late charge on any Rent payment, Lessor may estimate the current Real Property Taxes, and require that the Tax Increase be paid in advance to Lessor by Lessee monthly in advance with the payment of the Base Rent. Such monthly payment shall bean amount equal to the amount of the estimated installment of the Tax Incfease divided bythe numberof months remaining before the month in which said installment becomes delinquent. When the actual amount of the applicable Tax I ncrease is known, the amount of such equal monthly advance payments shalt be adjusted as required to provide the funds needed to pay the applicable Tax Increase. ifthe amount collected by Lessor is insufficient to pay the Taxlnemsewhendue,LessoashallpayLessor,upondemand,suchadditfonalsumsasarenecessarytopaysuchobligations. Advance payments maybe intermingled with other moneys oftessor and shali not bear interest. Inthe event of a Breach by Lessee In the performance of its obligations underthls Lease, then any such advance payments maybetreated by Lessor as an additional Security Deposit. 10.3 Additional Improvemenh. Notwithstanding anytbingtothe contrary in this Paragraph 10.2, Lesseeshall payto Lessor upon demand thereforthe entirety diary increase in Real Property Taxes assessed by reason of Alterations or Utility installations placed uponthe Premises by lessee prat Lessee's requester by reason of any alterations or Improvements tothe Premises made by Lessor subsequent to the execution of this Lease by the Parties. 10.4 Joint Astissnwrst. if the Premises are not separately assessed, Lessee's Iiabilityshall be an equitable proportion of the Tax Inorease forall crFthe lend and ,Iceptliiivemems included within the tax parcel assessed, such proportion to be conclusive%getermined by Lessor from the respec ilve valuations assigned 1n the a%v&oes work sheets or such other Information as may be reasonably available. j�Os INITIALS INITIALS ® 2019 AIR CRE. Al I Rights Reserved. Last Edited; 7/3/20191:51 PM STG-27.31, Revised Ofr10-2019 Page 6 of 13 DocuSign Envelope ID: 177EB07-CORA-4861-565A-B0— 'SEe0E48 10.5 Personal PropeftTaxelr. Lessee shall pay, prlorto deUncluency, all taxes assessed against and levied upon Lessee Owned Alterations, Utility Installations, Trade Fktures, furnishings, equipment and all personal property of lees -see When possible, Lessee shall cause its Lessee Owned Alterations and utility Installations, Trade Faxtures, 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 Servicss. Lessee shall pay for all water, gas, heat, light,power,telephone, trash disposal and other utilities and services supplied tothe 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 utilRy 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. WRhlnfIfteert days of Lessor swritten request, Lesseeagrees todeliver to Lessorsuch information, documents and/or aul horization as Lessor needs In orderfor Lessor to comply with new or existing Applicable Requirements relating to commercia I building energy usage, ratings, and/or the reportingthereof. 12. AsstgnmaMand SublaWng. 12.1 Lemes Conant Required. (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, "anlgn or asdgneient") 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 publicty traded on a national stock exchange, a change In the control of Lessee shall constitute an assignmentrequiringconsent. The transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shall constitute a change In control for this purpose. (c) The Involvement of Lessee or Its assets Ina ny transactfon, or series of transactions Jby way ofmerW, sale, acquisition, financing, transfer, leveraged buy-out or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee's assets occurs, which results or will resuh Ina reduction of the Net Worth of Lessee by an amount greater than 25% of such Net Worth as it was represented at the lime of the execution ofthis Lease or at the time of the most recentassignment to which Lessor has consented, or as it exists immediately prior to said transaction ortransactions constituting such reduction, whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent. "Net Worth of Leasee" shall mean the net worth of Lessee (excluding any guarantors) established under generally accepted accounting principles. (d) An assignment or subletting without consent shall, at Lessor's option, be Default curable after notice per Paragraph 13.1(d), ora noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a nancurable Breach, Lessor may efther: (t) terminate this Lease, or (10 upon 30 days written notice, Increase the monthly Base Rent to 110%cfthe Base Rent then in effect. Further, in the event of such Breach and rental adjustment, (f) 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 (If) all fixed and non -fixed rental adjustments scheduled during the remainder of the Leaseterm shall be increased to 110% ofthe scheduled adjusted rent. (e) Lessees rerneclyforarry breach of Paragraph 12.1 by Lessorsfiall be limited tocompensatory damages and/or Injunctive relief. (f) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lesseeis in Default at the time consent Is requested. (g) Notwithstardingtheforegoing,allowingademinlmisportionofthePremises,ie.20squarefeeiorLss,tobeusedbyathirdpartyvendorin connection with the installation of a vending machine or payphone shall not constitute a subletting. 122 Termer and Conditions Applicable toAssigmmonrtand Subletting. (a) Regardless of Lessors consent, no assignment orsubletting shall: (f) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of arty obligations hereunder, or (iii) alter the prima ry liability of tessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performanceof Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither delay in theapproval ord'rsapproval of such assignment northeacceptance of Rent or performa nceshall constitute walveror estoppel of Lessor's right to exercise its remediesfor Lessee's Default or Breach. (c} Lessor's consent toany assignment orswbiettlng shall not constitute a consent to any subsequent assignment orsubletting. (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 underthis 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 toan assignment or subletting shall be lnwrftiM accompanied by iryformartion relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited tothe Intended use and/or required modification of the Premises, If any, together with a fee of $500 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 alto Paragraph 36) (f) Any assignee of, or sublessee under, this lease shall, by reason of acceptingsuch assignment, entering imasuch sublease, or entering Into possession ofthe Premises or any portion thereof, be deemed tohave assumed and agreed to conform and comply with each and everyterm, covenant, condition and obligation herein to be observed or performed by Lesseeduring the term of said assignment orsublease, other than such obligations as arecontrary to or Inconsistent with provisions of an assignment orsublease to which Lessor has specifically consented to In writing. (g) Lessor's consent to arty assignment or subletting shall not transfer tothe assignee or sublessee a ffy Option granted to the orlgjnal Lessee bythIs Lease unless such transfer isspecifically consented tobyLessor inwriting. (See Paragraph 39.2) 12.3 Additional Terms and Corifterr Applicableto 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 arty sublease, and Lessor maycolfect such Rent and apply sametoward Lessee's obligations undertbis Lease•, provided, however, that until a Breach shall occur in the performance of Lessee's obligations, Lessee may collect said Rent. I n the event that the amount collected by Lessor exceeds Lessee's then outstanding obligations any such excess shall be refunded to Lessee. Lessor shall not, by reason of theforegoingorany assfgnrnent of such sublease, nor by reason ofthecollection of Rent, be deemed ilableto the sublessee forany (allure of Lessee to perform" comply with any ofLessee's obligations tosuch sublessee. Lessee hereby Irrevocably authorizes and directs any such sublessee, upon receipt ofa written notice from Lessor stating that a Breach exists in the performance of Lessees 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 rightto Enquire as to whether such Breach exists, notwithsta nding 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 ofsuch 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 of such sublessor. (c) Any matter requiringthe consent ofthe sublessor under a sublease shall also require the consent of Lessor. (d) No sublessee shall further assignor sublet all or any part of the Premises without Lessor's prior written consent. (e) Lessor shall deliver copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Defaultof Lessee within the grace period, if any, spedfied In such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defauhs cured by the sublessee. 1S. Default; Breach; Remedies, 13.1 Dafauit; Breach. A "Default" is defined as a failure by the Lesseeto comply with or perform any ofthe terms, covenants, conditions or Rules and Regulations under this Lease. A "Breach" Is defined as the occurrence ofone or more of the fdiowing Defaults, and the failureof 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 9.3 is jeopardized as a result thereof, or without providing reasonable assurances to minimize potential vandalism. (b) The failure of Lessee to make any payment of Rem 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 bared, or to fuHill any obligation under this Lease which endangers orthreatens life or property, where such failure continues fora period of 3 business days following written noticeto Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY Of LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHTTO RECOVER POSSESSION OF THE PREMISES. (c) The failure of Lessee toallow Lessor and/or its agents access tothe Premises orthe commission of waste, act or acts constituting public or private ulsat�j4e,and/or an Illegal activity on the Premises by Lessee, where such actions co n Pora 9gof3 business days followingwrftten noticeto Lessee. inthe INITIALS INITIALS �l ® 2019 AIR CRE. All Rights Reserved. Last Edited: 7/3/20191:51 PM STG•27.31, Revised 06-10-2019 Page 7 of 13 DocuSign Envelope ID: 177EB8p7.008A-4881-B65A-Br-'li96OE48 event that Lessee commits waste, a nuisance or an illegal activity a second tfine then, the Lessor may elect to treat such conduct as a non -curable Breach rather than a Default. (d) The failure byLessee to Provide (J) reasonable written evidenoeofcompliarice with Applicable Requirements, (11f the servIce contracts, 1111) the rescission of an unauthorized assignmentorsubletting, (iv) an Estoppel Certificate orfinanclal statements, (v)a requested subordination, (vi( evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 42, (viii( material safety data sheets (MSPS), or (ix) any otherdocumentation or Information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period of 10 days fdlowing written notice to Lessee. (e) ADefault byLessee astothe! terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 40 hereof,, other than those described in subparagraphs 13.1(a), (b), (c) or (d), above, where such Default continues fora period of 3D days after written notice; provided, however, that If the nature of Lessees 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 cure to completion. (f) The occurrence of any of the following events: (f) the making of any general arrangement or assignment forthe benefit ofcreditors; ilii becoming "debtor" as defined in 11 U.S.C. § 101 or" 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 (ivj 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 shall be of no force oreffect, and not affect the validity ofthe remaining provisions. (g) The discovery that any fina nclal statement of Lessee or of any Guarantor given to Lessor was materially false. (h) If the performance of Lessee's obligations under this Lease Is guaranteed: (1) the death of aGuarantor, (1) the termination ofaGuarantor's iiabllity with respect to this Lease otherthan in accordance with the terms of such guaranty, (!!!)a Gua ramor's becoming Insolvent or the subject of a bankruptcy Ming, (Iv) a Guard mors refusal to honor the guaranty, or (v) a Guarantor's breach of its guaranty obligation on an anticipatory basis, and Lessee's fa ilure, within 60 days following written notice of a ny such event, to provide written altemative assurance orsecudty, which, when coupled with the then existing resources of Lessee, equa Is or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease. 13.2 Remedies. If Lessee fails to perform any of its affirmative dutiesorofligations, within 10 days after written notice Jo( in case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee's behalf, including but not limited to the obtaining of reasonably required bonds, Insurance polities, orgovemmentai licenses, permits or approvals. Lessee shall payto 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, Lassormay, wfth or without further notice or demand, and without limiting Lessor In the exercise of any right or remedy which Lessof may have by reason of such Breach: (a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned at thetfine of termination; (11) the worth at the timed award of the amount by which the unpa0 rent which would have been earned afterterminatfon until the time ofaward exceeds the a mount of such rental foss that the Lessee proves could have been reasonably avoided; (1111 the worth atthe time of award ofthe amount by which the unpaid rent for the balance ofthe term after the time of award exceeds the amount of such renta I loss that the Lessee proves could be reasonably avoided; and (ivj any other amount necessary tocornp nsateLessorforallthedetrimentproximatelycausedbytheLessee'sfailuretoperformitsobligationsunderthisLeaseorwhichIntheordinary 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 a Iteration of the Premises, reasonable attorneys' fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease. The worth at the time of award ofthe amount referred to In provision (I(i) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the timed award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee's Breach of this Lease shall not waive Lessoes right to recover any da mages 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 fn such prmeedmgany unpaid Rem and damages as are recoverable therein, orlessor may reserve the right to recoverakl or any part thereof in a separate suit. If a notice and grace period required under Paragra ph 13.1 was not previously given, a notice to pay rent or quit, orto perform orqut givento Lessee under the unlawful dela Iner 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 data Iner statute shall run concurrently, and the failure of Lessee to cure the Default wit hin the greater ofthe two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute. (b) Continue the Lease and Lessee's right to possession and recover the Rent as it becomes due, in which evert Lessee may sublet or assign, subject only toreasonable limitations. Acts ofmalntenance,effortstorelet,and/or the appointment of amcelvertoprotedthe Lessor'sinterests,shall notconstitutea terminatfonof the Lessee's rightto possession. (c) Pursueanyotherremedynewer hereaftaravailable under thelawsorjudicialdecrsions ofthe statewheminthePremisesare located. The expiration ortermination of this Lease and/or the termination of Lessee's right to possession shall not relieve Lessee from liability under a ny 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 IndreemerN Reeaptunt. Any agreement for free or abated rent or other cha rges,the cost of tenant improvements for Lessee paid for or performed by Lessor, or forthe g ving 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 comesslons are hereinafter referred toas "Inducement Provision," shall be deemed conditioned upon Lessee's full and faithful performance of aRiof theterms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, arry such Inducement Provision shall automatically be rimmied deleted from this Lease and of no further force or effect, and any rem, 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 Lesseeto Lessor, notwithstanding any subsequent cure ofsaid 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 ofthe provisions of this paragraph unless specifically so stated In writing by Lessor at the time of such acceptance. 13.4 Late Charge. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, If any Rent shall not be received by Lessorwithin 5 days after such amount shall be due, then, without any requlmment 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 arid 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 Defauitor Breach with respect to such overdue amount, nor prevent the exerclseof 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 kessor's optfon, become due and payable quarterly In advance. 13.5 laterad. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due shall bear interest from the 31st day after([ was due The interest ("Intervert') charged shall be computed at the rate of 2o% per annum but shall not exceed the maximum rate allowed bylaw. Interest is payable In addition to the potential late charge provided for In Paragraph 13.4. 13.6 Breach by Lessor. (a) NoticeofBreach. Lessor shall not be deemed In breach of this Lease unless Lessorfafls within a reasonable time to perform an oWtatfon required to be performed by Lessor. For purposes ofthis 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 rex been performed; provided, however, that If the nature of Lessors obligation Is such that more than 3o 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. (b( Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days after receipt of said notice, or if having commenced said curethey do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee's expense and offset from Rent the actual and reasonable cost to perform such cure, provided however, that such offset shall not exceed an amount equal to the greater of one month's Base Rem or the Security Deposit, reserving Lessees right to seek re(mbumement from Lessor for any such expense in excess of such offset. Lessee shall document thecost of sa Id cure and supply said documentation to Lessor. 14, Condemnation. If the Premises or any portfon thereof are taken under the poweraf eminent domain or sold under thethreat of theexercise of said power (collectively "Condemnation"), this Lease shall torminateas to the part taken as ofthe datethe condemning authority takes titleor possession, whicheverfirst occurs. If more than 10% ofthe Building, or more than 25% of that portion ofthe Premises not occupied by any boding, is taken byCordemnation, Lessee may, at Lessees option, to be exercised in writingwlthin 10 days after Lessor shall have given Lessee written notice of such taking (or In the absence of such notice, within 10 days afterthe condemning authority shall havetaken possession) terminate this Lease as of the date the condemning authority to lies such possession. If Lessee does not �t���T a`''pate this Lease inaccordamewith the foregoing, this Lease shall remain infull as3mndeffectastotheportionofthePremisesremaining,exceptthattheBase Rl e$St ilbereduced inproportion tothe reduction inutility ofthe Premises cam bWhC gyration. Condemnation awards and/or payments shall he the Cl nl'� INITIALS INITIALS IJ 0 2019 AIR CRE. All Rights Reserved. last Edited: 7/3/20191:51 PM 5TG-27.31, Revised 06-10-2019 Page 8 of 13 DocuSiOn Envelope 10: 177EB6D7-CORA-4681-B65A-1307--s960E4B property of Lesso9 whether such award shall be made as compensation for diminution in value of the leasehold, the valm4 the part taken, or for severance damages; provided, haw,,, that Lessee shall be emftledto any compensation Paid bythe condemnorfor Lessee's relocation expenses, loss of business goodwill and/or Trade Fixtures, without regaM to whether or not this Lease Is terminated pursuant to the provisions oft his Paragraph. All AlteratiOas and Utility Installations made to the Premises by Lessee, for purpmes of Co a emnation only, shall beconsdered thepropedy ofthe Lessee and Lessee shall be entitled toany and all campansation which is payable therefor. In the ever¢ that this Lease is not terminated by reason ofthe Condemnation, Lessor shall repair any damage to the Premises used by such Condemnation. 15. Brokerage fees. 15.1 Additional Commisalon. In addition to the payments owed pursuant to Pa agraph 1.9 above, Lessor agrees that: (a) If Lessee exercises any Option, (b) if Lessee or anyone affiliated with Lessee acquires any rights to the Premises or other premises awned by Lessor and located within the sa me Project, If any, within which the Premises is located, (c) if Lessee remains in possession of the Premises, with the consent of Lessor, afterthe expiration ofthis Lease, or (d) g Base Rent is Increased, whether by agreement or operation of an escalation clause herein, then, Lessor shall pay Brokers a fee In accordance with the fee schedule of the erokers In effect at the time the Lease was elecnted. 15.2 Assumption of0bllgations. Any buyer or transferee of Lessor's Interest in this Lease shall be deemed to have assumed lessor's obligation hereunder. Brokers shall be third party hensficia nes of the provisions of Paragraphs 1.9,15, 22 and 31. If Lessor falls to pay to Brokers any amounts due as and for brokerage fees parte lning to this tease when due, then such amounts shall accrue Interest. In addition, If Lesser falls to pay any amounts to lessee's Broker when due, Lessee's Broker may send written notice to Lesser and Lessee of such failure and If Lessor falls to pay such amounts within 10 days after sa Id notice, Lessee shall pay said monks to Its Broker and offset such amounts against Rent. In addition, Lessee's Broker shall be deemed to be at him Party beneficiary of any commission agreement entered Into by and/or between Lessor and Lessor's Broker forth, limited purpose of collectf ng any brokerage fee owed. 15.3 Representations and Indemnities of Broker Rolameships. Lessee and Lessor each represent and warrant tothe otherthat it has had nodeslings with any person, firm, broker, agent or finder (other than the Brokers and Agents, if any) In connection with this Lease, and that no one other than said named Brokers and Agents is enthledto 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 orother similar parry by reason of any dealings or actions of the indemnifying Parry, including any costs, expenses, attorneys' fees reasonably Incurred with respect thereto. 36. Earoppel Certificates. (a) Each Pan, (.a"Riaptuaing Party") shall within to days after written notice from the other Party (the "Requipung Party") execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current "Estoppel Certificate" forth published BY AIR CRE, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party. do Ift he Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Pa sty may execute an Estoppel Cem'flcete stia mgthat (t) the Lease Is In full force and effect without modiHcadon nrcept as may be represented by the Requesting Parry, (11) there are no ncurcd defaults In the Requesting Party's performance, and (fit) if Lessor Is the Requesting Party not more than one months rent has been paid In advance. Prospective purchasers and entr mbrancers may rely upon the Requesting Party's Estoppel Certificate, and the Responding Party shall beestopped from denying the truth of the faces contained In said Certificate. In addition, Lessee acknowledges that any failure on Its part to provide such an Estoppel Cernfiarte will expose Lessor to risks and potentially cause Lessor to incur costs wt contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to execute and/or defivera requested Estoppel Certificate In a timely fashion the monthly Base Rent shall be amomatically Increased, without any requirement for notice to Lessee, by an amount equal to 10% Or the than existing Base Rent or Sign, whichever is greater for remainder of 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 provldethe Estoppel Certificate. Such Increase In Base Rent shall In no event constitute is waiver of Lessee's Default or Breach with noticed to the failure to provide the Estoppel Certificate nor Prevent the exerdse of any ofthe other rights and remedies granted hereunder. (c) If Lessor desires to finance, mRnancO or sell the Premises, or any part thereof, Lessee and all Guarantors shall within to days afterwritten notice from Lessor deliverto any potential lender or -purchaser designated by Lessor such financial statements as maybe 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. Daflnhion of Leaser. The term 'Tosser" as used herein shall mean the Owner or owners at the time In question ofthefee title to the Premises, or, if this Is sublease, of the Lessee's interest in the prior lease. In the event of a transfer of Lessor's Vile or Interest In the Premises or this Lease, Lessor shall delber to the transferee or assignee (in cash orby credit) any unused Security Deposit held by Lesson Upon such transfer orassignment and delivery of the Security Deposit, as aforesaid, the Prior Lessor shall be relieved of all liability whh respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subjed to the foregoing, the obligations and/or covenants in this Lease to be Performed by the lessor shall be binding only upon the Lessor as hereinabove defined. 18. Sevembilhy. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in noway affect the validity d any other pmvistan hereof. 19. Days. Unless otherwise specifically indicated to the contrary, the wordAayl' as used In this Lease shall mean and refer to w lendar days. 20. Umhationon Liability. The obligations of lessor under this Lease shall not comnhute personal obligations of Lessor, or its partners, members, directors, officers .,shareholders, and Lessee shall look to the Premises, and to mother assets of Lessor, forthe satisfaction of any liability of Lessor with respect tothis Lease, and shall not seek recourse against Lessor's partners, members, directors, off vers or shareholders, or any of weir personal assets for such satisfaction. 21. T'imeof Essence. Time is of the essence with respect to the performance ofail obligations to be performed or observed by the Partes under this lease. 22. N Prb,orohar. Agraem$M$;Bmker Wacleimor. This Lease contains all agreements between the Parties with noticed to a fry matter mentioned herein, and no other prior orcontemporaneow agreement or understanding shall be effective. Lessor and Lessee each represents and warransto the Brokers that It has made, and Is relying solely upon, Its awn investigation as to the nature, qua llty, character and financial responsibility of the other Paryto this Lease and as to the use, nature, quality and character of the Premises. Brokers have noresponsibility with respettthereto orwith respecttoany default or breach hereof by either Party. 23. NOV.,. 23.1 Native Requlnoments. All notices requlred or permitted by this Lease orapplaable law shall be iowntfngand maybe delivered In person (by hand orby cwtier) or may 1,e sent by regular, certified or registered mall or U.S. Postal Service Express Mail, with Postage prepald, or byfacslmlletransmissl.n, orby email, and shall be deemed sufficiently given If served Ina mannerspedfied In this Paragraph 23. Theaddresses noted adjacent to a Party's signature on this ba seshall be that Party's address for delivery w mailing of notices. Either Party may bywriden nodoeto the amrspecify a different address for notice, a nem that upon Lessee's taking possession ofthe Premises, the Premises shall con bl ute Lessee's address for notice. Acopy, of ail notices to Lessor shall be concurrently transmitted to such party or partes at such addresses as Lessor may from time to time hereafter designate In writing. 23.2 Dateof Notice. Any notice sent by registered oroertffied mail, return receipt requested, shall bedeemed given entire date of delWeryshown on the remipt card, or g nodellvery 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 byfaahnale trzmmbslon or by email shall be deemed delivered upon actual receipt. If mVice Is received on a Saturday, Sunday or legal holiday, it shall be, deemed received on the next business day. 23.3 OpBom. Notwithstanding the foregoing, In order to exerdse any0poons (see paragraph 39), the Notice must be sent by Certified Mail (return receipt requested), Express Mail (signature required), courier (signature required) or some other methodology that provides a receipt establishing the date the notice was rereived by the Lessor. M. Waivers. (a) No waiver by Lesserofthe Default or 8reachof anyterm, covenant or condgtion hereofby Lessee, shall be deemed a waiver ofany otherterm, covenant or condition hereof, orof any subsequent Default or Breach by Lessee of the same or of any otherman, covenant or condition hereof, lessor's consent to, orawa val of, any act shall not bedeemed to render unnecessary theobtaining of Lessor's consent to, or approval of any subsequent or slmRarad by lessee, orb, construed as the basis plan estoppel toenforce the provislon or previsions of this Lease requiring suchcoreent. (b) The acceptance of Rent by Lessor shall not be a welverof 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 orconditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force oreffect whatsoever unless cpectficallyagreed to In writing by Lessor at or before the tome of deposit of such payment. 09 (c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALLGOVER WNW REGARD TO ALL MATTERS RELATEDTHERETO AND HEREBY WAIVE THE P�jVI510N5 OF ANY PRESENT OR FUTURE STATUTE TO THE EidENTTHAT SUCH STA INCO` Q NT WITH THIS LEASE. INITIALS INITIALS ® 2019 AIR CRE. All Rights Reserved. Last Edited: 7/3/20191:51 PM STG-27.31, Revised 0&10.2019 Page 9 of 13 DocuSign Envelope ID: 177EB6D7-C08A-46B1-068A-E1r,— '9960E48 25. DisdoeumRegaidingTheNstumofaRwol6rtataAgengrRoindonship. (a) When entering into a discussion with a real estate agent regarding areal estatetransaction, a Lessor or Lessee should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. Lessor and Lessee acknowledge being advised bythe Brokers In this transaction, asfollows: (I) Lessor'sAgem. A Lessor's agent under a listing agreement with the Lessor acts as the agent for the Lessor onfy. ALessoesagentorsubagent has the following affirmative obligations: To the Lessor. A fiduciary duty of utmost care, integrity, honesty, and loyalty In dealings with the Lessor. To the Lesseeond the Lessor: (a) €7iligent exercise of reasonable skills and care in performance of the agent's duties. (b) Aduty of honest and fairdeating and good faith. (c) Aduty to disclose all facts known tothe agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (11) Lessee'sAoent. An agent can agree to act as agent for the Lessee only. In these situations, the agent is not the Lassoes agent, evenifby agreement the agent may receive compensation for services rendered, either In fuq or in part from the Lessor. An agent acting only for a Lessee has the following affirmative obiigatfons. To the Lessee: A fidudary dut y of utmost care, integrity, honesty, and loyalty in dealings with the Lessee. To the Lessee and the Lessor: (a) Dgigent exercise of reasonable skills and care in performance of the agerrt'sdutfes. (b)Aduty ofhwiestand fair dealing and good faith. it) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention arid observation of, the Parties. An agent is not obligated to reveal to Other Party any confidential information obtained from the other Party which does not irnrolvethe affirmative duties set forth a hove. (Ili) A entRepresenting Both Lessor and Lessee. Areal estate agent, either acting directly or through one or more associate licenses, can legally be the agent of both the Lessor and the Lessee Ina transaction, but only with the knowledge and consent of both the Lessor and the Lessee. Ina dual agency situation, the agent has the following affirmanYe obligations to both the Lessor and the Lessee: (a) A fiduciary duty of utmost care, Integrity, honesty and loyalty in the dealings wrtheftherLessor orthe Lessee. (b) Other duties to the Lessor and the Lessee as stated above In subparagraphs (1) or (Ii). In representing both Lessor and Lessee, the agent may not, without the express permission ofthe respective Party, disclose to the other Party confidential information, including, but not Irmltedto,facts relating to either Lessee's or Lessor'sfnancial position, motivations, bargaining position, or other personal Information that may impact rent, including Lessor's willingness to accept a rent less than the listing rent or Lessee's willingness to pay rent greater than the rent offered. The above duties of the agent Ina real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect their own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transaction. Areal estate agent is a person qualified to advise about real estate. Iftegal ortax advice Is desired, consult a competent professfonai. Both Lessor and Lessee should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transaction can be complex and subject to change. (b) Brokers have noresponsibility with respect to any default or breach hereof by either Party. The Parties agree that nolawsuitorother legal proceeding Involving any breach of duty, error or omission relating to this Lease maybe brought against Broker more than one year after the Start Date and that the liability (including court costs and attorneys' fees), of any Broker with respect to any such lawsuit and/or legal proceeding shall not exceed the fee received by such Broker pursuant tothis Lease; provided, however, that the foregoing limitation on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker. (c) Lessorand Lessee agree to IdentNyto Brokers as "Coirifderttfal" any communication or Information given Broken that is considered bysuch Party to be confidential. 26. No Right Tia Holdover. Lessee has no right to retain possession of the Premises orany 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 hent 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. CumulatiwRemedW, No remedy or election hereunder shall becleamed exclusive but shaii, wherever possible, be cumulative with all other remeclies at law or In equity. 2& Covenants end Conditions; Construction ofAgreemant, All provisions ofthis Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Patties only and shall not be considered apart of this Lease. Wherever required by the context, the singular shall Include the plural and vice versa. This Lease shall not be construed as N prepared by one of the Parties, but rather according to Its fair meaning as a whole, as If both Partes had prepared it. 29. Binding Bred, Choke of Low. The tease shall be binding upon the Parties, their personal representatives, successors and assigns and be governed bythe laws of the 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. signatures to this Lease accomplished by mea ns of electrode signature or similar technology shall be lega I and binding, 30. Subordination; Attomment; Non-Dlsturbence. 30.1 Subordination. This Lease and" option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively, "Security Dmrke"), now or hereafter placed upon the Premises, to any and all advances made on the security thereof, andto all renewals, modification, 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 orobligation to perform any of the obligations of Lessor under this Lease. Any Lender may elect to have thrs 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 Attommant. In the event that Lessor transfers title to the Premises, orthe Premises are acquired by a nother upon the foreclosure or termination of a Security Device to which this Lease Is subordinated (i) Lessee shalt, subject to the non -disturbance provisions of Paragraph 30.3, aftornto such new owner, and upon request, enter into anew tease, conta ining all of the terms and provisions of thfs Lease, with such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease will automatically become anew 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 actor omission of a ny prior lessor or with respect to events occurring prior to acquis(tion of ownership; (b) be subject to any offsets or defenses which Lessee might have against arty prior lessor, (t) be bound by prepayment of more than one momh's rent, or (d) be liable forthe return of any security deposit paid to any prior lessorwhich was not paid or credited to such new owner. 30.3 Non-D4twbance. With respect to Security Devices entered into by Lessor afterthe execution of this Lease, Lessee's subordination of this Lease shall be subject to receMng a commercially reasonable non -disturbance agreement (a "Novi -Disturbance Agreement") from the Lender which Non -Disturbance Agreement provides that 4essee's possession of the Premises, and this Lease, including any options to extend the term hereof, wit} not be disturbed so long as Lessee is not In Breach hereof and atkornstothe record owner ofthe Premises. Further, wltWn 60 days after the execution of this Lease, Lessor shall, If requested by Lessee, use its commercially reasonable efforts to obtain a Nan -Disturbance Agreement from the holder of any pre-ecfsting security Device which Is secured by the Premises. In the event that Lessor Is unable to provide the Non -Disturbance Agreement within said 60 days, then Lessee may, at Lassee's option, directly contact Lender and attempt to negotiate forthe execution and delivery of a Non-DisturbanceAgreemem. 30.4 Sent -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 ora Lender in connection with a sale, financing or refinancing ofthe Premises, Lessee and Lessor shall execute such further writings as may be reasonably required toseparetely document any subordination, attornment and/or Non -Disturbance Agreement provided for herein. 51. Attorn"' Fees. If any Party or Broker brings an action or proceeding irrvolyingthe Premiseswhether founded in tort, contractor equity, or to dedare rights hereunder, the Preva fling Party (as hereafter defined) In any such proceeding, action, or appeal themonr 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, "Providing Party' shall include, without limitation, a Party or Broker who substartfaliy obtains or defeats the relief sought, as the case maybe, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim ordefense. The attorneys' fees award shall not be computed In accordance with any court fee schedule, but shall be such as tofully reimburse all attorneys' fees reasonably Incurred. In addition, Lessor shall beemftled 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). 32. Lessor's Access; Showing Premises,, Repalm Lessor and Lessor's agents shalt have the right to cnterthe Premises at anytime, in the care of an emergency, and otherwise at reasonable times after reasonable prior notice for the purpose of showingthe same to prospective purchasers, lenders, or tenants, and making such alterations, repairs, Improvements or additions to the Premises as Lessor may deem necessary or resirableand the erecting, using and maintaining of utilities, seMces, pipes and conduits through the Premises and/orotfser premises as long as there isnomaterial adverse effect on Lessee's use ofthe Premises. All such pebVNersshall bewithoutabatement ofrent orliability toLessee. �rL INITIALS INITIALS jlil ® 2019 AIR CRE. Ali Rights Reserved. Last Edited: 7/3/2019 1:51 PM STG-27.31, Revised 06.10-2019 Page 30 of 13 DocuSign Envelope ID:177E86D7-C08A-46B1-B66A-80- 'S960E48 33. Auctions. Lessee shalt not conduct, nor permit to be conducted, any auction upon the Premises without Lessor's priorwritten consent. Lessor shall not be objigated to exercise any standard of reasonableness in determining whetherto permit an auction. 34. Signa. Lessor may place on the Premises ordinary 'For Sale' signs at anytime and ordinary "For Lease" signs duringthe last 6 months ofthe term hereof. Except for ordinary "for sublease" signs, Lessee shall not place any sign upon the Premises without Lessors prior written consent. All signs must comply with all Applicable Requirements. 35. Termination; Merger. Unless specil'icaRy stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lftseethe mutual termination or cancellation hereof, or atermination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate In the Premises, provided, however, that Lessor may elect to continue anyone or all exfstfngsubtenancles. Lessor's failure within 10 days following any such event toelect toThecontrary by wnthen notice to the holder of any 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 ad by orfor the other Parry, such consent shall not be unreasonably withheld ordelayed. Lessor's actual reasonable costs and expenses {including but not limited to architects', attorneys', engineers' and tither consultants'fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, Including but not limnedto consentsto an assignment, a sublettingor the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an Invoice and supporting documentation therefor. Lessors consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee ofthis Lease exists, nor shall such consent be deemed a waiverof any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failureto specify herein any pa rt;cular condition to Lessor's consent shalt 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 rnatterforwhich consent isbeing given. in the event that efther Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party sha k fumish Its reasons In writing a rid In reasonable detail within 10 business days following such request. 97. Guarantor. 37,1 Execution. The Guarantors, if arty, shall each execute aguaranty In the form most recently published by AIR CRE, 37.2 Default. It shall constitute a Default ofthe Lessee if any Guarantorfafis or refuses, upon request to provide: (a) evidence ofthe execution of the guaranty, Including the authority of the party signing on Guarantors behalf to obligate Guarantor, and In the case of a corporate Guarantor, a certified copy of a resolution of its board of directors a uthorizing the making of such guaranty, (b) current Hnanda I statements, (c) an Estoppel Certificate, or (d) written confirmation that the"ranty Is still in effect. 38. QuIet Po sses3ion, Subject to payment by Lessee of the Rent and performance of all ofthe 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, asdeflned below, then the following provisions shall apply. 39.1 oefinRfon, "Option" shall mean: (a) the right to wend 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; jb) the right offirst refusal or first offer to lease eRherthe Premises orother property of Lessor; (c) the right to purchase, the right of first offer to purchase or the right of first refusal to purchase the Premises or other property of Lessor. 39.2 OptfansPsrsonalToOrlginallassee. Any Option granted to Lessee in this Lease is personal totheoriginal Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in fuil possession ofthe Premises and, if requested by Lessor, with Lessee certifying that Lessee has no Intention ofthereaker assigning orsubletting. 39.3 Muitiple 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 Efhct of Default on options. (a) Lessee shall have no right toexercise anoption: {I) during the period commencing with the gfvingofany notice ofDefault and continuing until said Default Is cured, (II( during the period of time any Rem is unpaid (without regard to whethernoticethereof Is given Lessee), (ill) 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 Defauk, whether or not the Defaults are cured, during the 12 month period fmmedlately preceding the exercise of the Option. (b) The period of tfrne within which an Option maybe exercised shall not be extended or enlarged by reason of Lessee's Inabilfty to exercise an Option because of the provIslons 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 falls to pay Rent for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give noticethereof), or (ii) if Lessee commits a $reach of this Lease. 40. Multiple Buildings. If the Premises area 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, Includingthe 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 ftsfafr share of common expenses incurred in connection with such rules arid regulations. 41. SectaityMeaaures. Lessee hereby acknowledges that the Rent payableto Lessor hereunder does not Inducie the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility forthe protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties. 42. Reeexvetfons. Lessor reserves to itself the right, from tfinetotime, to grant, without the consent or joinder of Lessee, such casements, 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 unreasomblylnterferewiththe use ofthe PrernisesbyLessee. 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 anytime a dispute shall arse as to any amount orsum of money to be paid by one Partyto the other under the provisions hereof, the Party a gainst whom the obligation to pay the money is asserted shall have the right to make payment "under protest" and such payment sha II not be regarded as a voluntary payment and there shail survive the rfght on the part of said Partyto Institute suit for recovery orf such sum, 9 it shall beadjudged that there was no legal obligation on the part of said Party to pay such sum orany part thereof, said Party shall be entitled to recoversuch sum or so much thereof as it was not legally required to pay. A Party who does not Initiate suit for the recovery of sums paid "under protest" within 6 months shall be deemed tohave waived Rs right to protest such payment. 44. AulhorRV, Multiple Perthes; Ewecufon. (a) If either Party hereto is a corporation,trust, limited liability comparry partnersh(p, or similar entity, each individual executing this Lease onbehalf of such entity represents and warrants that he or she is duty authorized to execute and deliver this Lease on Its behalf. Each Party shall, within 30 days after request, deliver to the other Party satisfactory evidence of such authority. (b) IfthisLease isexecuted bymore than one person orentity as"Lessee",each such person or entity shall be jointly and severally liable hereunder. Itis agreed that arty one ofthe named Lessees sFWI be empowered to execute any amendment to this Lease, or other document anc0iary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all ofthe named Lessees had executed such document. (c) This Lease maybe executed by the Partes 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 provfsIons of this Lease and the typewritbenor handwritten provisions shall be ocintrolied try the typewritten or handwritten proofsions. 46. Ofhr. PreparationofthfsLeasebyeitherPartyortheiragentandsubmissionofsame,totheotherPartyshallnotbedeemedanoHertoleasetotheother Party. This Lease Is not intended to be binding until executed and delivered by all Parties hereto. 47, AmendmeMa, This Lease may be mods fed only in writing, signed by the Parties in interest at the time of the modification. As long as they do not materially change Lessee's obligations hereunder, Lessee agrees to make such reasonable non monetary modifications to this Lease as may be reasonably required by a Lender In connection with the obtaining of normal financing or refinancing of the Premises. o9VaNerofJury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS LBYJUI�YaINAtJYACTLONORPROCEEDiNGIN4fOLVINGTHEPROPERTY INITIALS INITIALS 0 2019 AIR CRE. All Rights Reserved. last Edited: 7/3/20191:51 PM STG-27.31, Revised 0610-2019 Page 11 of 13 OocuSfgn EnvslopeID: 177EB6D7-C08A-46B1-1365A-BD'-"r+96OE48 ORARISING OUT OF THISAGREEMENT. 48. Arbitration of Dlapiriea. An Addendum requiring the Arbitration of all disputes between the Parties and/or Brokers arising out of this Lease V Is I I isnot attached to this Lease. 50. ArceWhIl€ty,Americans with Disabilities Act. �(aj The Premises: [41 have not undergone an inspection by a Certified Access Specialist (CASp). Note: Acertt ied Access Specialist (CASA) can inspect thesubject premises and determine whether the subject premises complywith allot theapplicable construction -related accessibility standards understate law. Aithough state law does not require a CASp inspection ofthe subject premises, the commercial property owneror lessor may not prohibit the lessee ortenant fromobtaininga CASA Inspection of the subject premises for the occupancy or potential occupancy ofthe lessee or tenant, If requested by the lessee ortenam, The parties shall mutually, agree on the arrangemems for thetime and mannerof the CASp inspection, the payment ofthe fee for theCASp inspection, andthe cost of making any repairs necessa ryto correct violations of construcifon,related accessibtlRy standards within the premises. ❑ have undergone an Inspection by a CertlffedAcoess Specialist (CASp) and itwas 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 prior to executingthis Lease and agreesto keep such report confidentiai. C have undergone an Inspection by a Certified Access Specfal{st (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 acknGwledges that R received a copy of the inspection report at least 48 hours prior to executingthfs Lease and agreesto keep such report confidential except as necessaryto complete repairs and corrections of violations of construction related accessibility standards. Inthe event that the Premises have been Issued an Inspection report bya CASpthe Lessor shall provide a copy ofthedisability access Inspection certificate to Lessee within 7 days of the execution of this Lease. (b( Since compliance with the Americans with Disabilities Ad (ADA) and other state and local accessibility statutes am 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 simlfar legislation. In theevem that Lessee's use ofthe Premises requires modifications or additions tothe Premises €n order to be In compliance with ADA or otheraccessibilitystatutes, Lessee agrees to make any such necessary modifications and/or additions at lessee's expense. LESSOR AND LESSEE HAVE CAREFULLY READAND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OFTHIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO, THE PARTIES HEREBY AGREE THAT, ATTHE TIME THIS LEASE 15 EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECTTOTHE PREMISES. ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY AIR CRE OR BYANY BROKER AS TOTHE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO: t. SEEK ADVICE OFCOUNSEL ASTOTHELEGAL AND TAX CONSEWENCLSOFTHIS LEASE. 2. RETAIN APPROPRIATE CONSULTANTSTO REVIEW AND INVEMGATE THE CONDMON OF THE PREMISM 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 PREMISE'S 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 onthe dates specified above their respective signatures. Executed at: on. 7/1672 ITT 10:33 PM PDT By LESSOR: Richard Franzo oxu&erMd 6y: By: Ne Printed: ichard Franzo 511 71tfe: Phone: 951-674-9988 Fax: Email: rich Cori trolsoro.com By: Name Printed: Title: Phone: Fax: Email: Address: 3 566 Railroad rn_ad_ QnnYnn Road. �1l ite 102- Canyon Lake, CA 9258E Federal ID No.: BROKER Sudweeks Commercial Inc. a California corporation DBA: Coldwell Hanker Commercial. SC Attn Pastor Title: Senior Vice Preside Address: 27720 7 ffarsnn Avenue. SU L" 100-B Temecula,. CA 99590 Phone: 951-200-7683 Fax: 951-239-3147 Email: care bCsocal rou .com Federal ID No.: BAWiftE Liceree tU:02 C�8 9 3 9 5T INITIALS 0 2019 AIR CRE. All Rights Reserved. STG-27.31, Revised 0610-2019 Executes A@12019 1 8:04 PM POT On: By LESSEE: IE Licensina. LLC, a California limited liability company and David W. Hargett �DxxuapmeM'--ll By: ( t/dtyt:tlL CtQY'AUl NamrlP_fWM#b,.W4;L.d W. Hargett Title: CEO P6mv 951-245-9704 Fax: Email: Ja:4�:@.jL1noyL;itiyecbd.com El Narnme HalyeLL TRIC: Phone: Far: Email: Address: 32295 Mission Trail Road R8. 425, Lake Flsinnre. CA 92530 Federal ID No.: 82-3449902 BROKER Attn: Title: Address: Phone: Fax: Email: Federal ID No.: Broker DRE License N: Agent LIRE License M: ns INf7LALS Last Edited: 7/3/28191:51 PM Page 12 of 13 DocuSign Envelope ID: 177EB6D7-008A-4681-B65A-$0"-",960E48 AgentDRELicensek 01403`95 AIR CRE . Mtpao//www,aircre.com . 213 -SU -6777 • contractsealmrs.com NCRICE: No part ofthaseworla maybe mprodutad in any form withouk parmiathnIn writing. INITIALS 0 2019 AIR CRE. Al I Rights Reserved. STG-27.31, Revised 06-10-2019 nos L�; INITIALS Last Edited: 7/3/20191:51 PM Page 13 of 13 Docu5ign Envelope ll): 177E1WD7-008A-4681-B65A-Bt1'- ^4960E48 AIRCRI11M ADDENDUM TO LEASE Date: July 2. 2019 By and Between Lessor: Richard FranZO Lessee: IE LicenGin�lTLC a California limited liability company and David W_ Hargett. Property Address: 31885 COL' don Road Unit 150 Lake Elsinore CA 92530 (street address, city, state, zip) Paragraph: 51-58 51. BASE RENT ADJUSTMENT SCHEDULE: asNovember EIW VNovember 1, 2019- Octo er 31, 2020: $1,400.00 per month 1, 2020 - October 31, 2021: $1,440.00 per month November 1, 2021- October 31, 2022:$1,480.00 per month November 1, 2022 - October 31, 2023: $1,520.00 per month November 1, 2023 - October 31, 2024:$1,560.00 Der month 52. EARLY POSSESSION: If the premises are available prior to the Lease commencement date, Lessee shall be provided with early possession of the premises at no rental charge so long as the following has occurred: i. This Lease has been mutually executed ii. Payment in the form of a cashier's check or electronic wire has been received by Lessor in Evidence of the insurance has been provided by Lessee to Lessor, as required in paragraph 8.2 "Liability Insurance' of this lease iv. Evidence of a surety bond naming Lessor as Obligee 53. CONDITION OF PREMISES UPON DATE OF DELIVERY: Lessor shall deliver the premises to Lessee and Lessec hereby accepts the premises in its current "as -is" good, clean, working condition upon the early possession date 54, CERTIFICATE OF OCCUPANCY, PERMITS &LICENSES: LESSEE SHALL RELY ON ITS OWN INVESTIGATIONS WITH THE CITY OF LAKE ELSINORE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA OR ANY OTHER MUNICIPAL ENTITY, DETERMINE THAT THE PREMISES ARE SUITABLE FOR THE LESSEE'S INTENDED USE. NEITHER LESSOR NOR BROKER HAS MADE ANY WARRANTY, EXPRESS OR IMPLIED, THAT THE PROPERTY OR THE PROPERTY ZONING IS SUITABLE FOR THE LESSEE'S INTENDED USE. FURTHERMORE, LESSEE SHALL BEAR SOLE COST AND RESPONSIBILITY FOR OBTAINING ANY CERTIFICATES OF OCCUPANCY, CONDITIONAL USE PERMITS, BUSINESS AND/OR OPERATIONAL LICENSES OR PERMITS AS MAY BE REQUIRED BY THE CITY OF LAKE ELSINORE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA OR ANY OTHER MUNICIPAL ENTITY. 55. SUTI`E SIGNAGE: Lessee shall be entitled to entry door suite signage with the size, color and location of such signage to be pre -approved by Lessor and in conformance with the Blue Lake Industrial Condominium master sign program as well as the City of Lake Elsinore. The cost of such suite signage design, fabrication and installation shall be at Lessee's sole expense. Lessee shall be responsible for the costs of maintenance, repair, replacement and other costs associated with Lessee's suite signage Lessee shall also be responsible for the removal and repair to the premises upon it's vacating the premises. 56. TRADE TRASH: The project trash dumpsters are ordinary office type refuse only. Lessee at Lessee's sole cost and expense shall contract directly with waste management services for the removal of any trade trash, wood waste and hazardous wastes, other than ordinary ollice type refuse_ 57. ASSOCIATION CC&R's, CONSTRUCTION RULES AND REGULATIONS: Lessee agrees to comply with all provisions of the CC&Rs, Bylaws and any Rules and Regulations of the Blue Lake Industrial Condominium Owner Association as may be amended by the Association from time to time. Should Lessor be assessed fines, charges, or suffer penalties or loss as a result of Lessee's violation of the CC&Rs, Bylaws or Association Rules and Regulations, Lessee shall be solely and fully responsible for payment of such fines, charges, penalties or loss (which shall be deemed "monetary obligations of Lessee to Lessor and "rent" under Section 4.1 of this Leased and Lessee shall make payment thereof within ten (10) days of demand from Lessor_ til. RENTAL PAYMENTS All rental payments shall be payable to Richard Franzo and delivered to: Rich Franzo 11566 Railroad Canyon Road, Suite 102, Canyon .Lake, CA 92587 Or any such other location or assignee at Lessor's sole discretion In the event of anyconfl let between the provisfam ofthis Addendum andthe printed provisions ofthe Lease, this Addendum shall control. AIRCRE * http*,//www.mircn,com ' 23344 -SM * contrect5@41rctr.com NOTNE: No part ofthaeworla maybe reprodwod in anyformwithout permisatonfn writing. LDll INITIALS ® 2017 AIR CRE. Al I Rights Reserved. ADD -1.03, Revised 06.70.2019 I DS INITIALS Last Edited: 713/20191:51 PM Page 1 of 1 DocuSign Envelopo ID: 177EMW-CORA-4661-B65A-BS'- "ri960E48 AIRCRB OPTION(S) TO EXTEND STANDARD LEASE ADDENDUM Dated: Su 1 v 2, 2019 By and Between Lessor: Richard _F'Sanzo Lessee: FE Licensina. LLC. a Caliioriiia limited liability_comoanv an< p�jvid W. Hargett Property Address: 31885 Corydon Road, Unit 150, Lake Elsinore, CA 92530 (street address, city, state, zip) Paragraph: -9 A. OPTIONS) TO EXTEND: Lessor hereby grants to Lessee the option to extend the term ofthis Lease for one f 1 ! additional r ixty {60', month period(&) commencing whenthe priorterm expires uponeach and all ofthe followingterms 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 feast s i _LLL_ but not more than twP ]. ve (12) _ months prlorto the datethat 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 (Ifthere are more than one) may only be exercised consecutively. (11) The provisions of paragraph 39, including those relatingto Lessee's Default set forth in paragraph 39.4 of this Lease, are conditions of this Option, (Iii) Except for the provisionsofthisLeasegrantinganoptfonoroptionstoextendtheterm,allofthetermsandconclWonsofthisL.easeecceptwhere specifically modified by this option shall app4. (iv) This Option is personal tothe original Lessee, and cannot be assigned or exercised by anyone otherthan said original Lessee and only whsle the original Lessee (sin full possession of the Premises and without the intention of thereafter assigning or subletting. (v) The monthly rent foreach month of the option period shall be calculated as follows, usingthe method(s) indicated below: R n Il� INITIALS INITIALS m 2017 AIR CRE. All Rights Reserved. Last Edited: 7/3/20191:51 PM OE -5.02, Revised 06-10-2019 Page 1 of 2 DocuSign Envelope ID: 177EB6D7-CORA-4661-665A-13f' '9960E46 V 111, Fixed Rental Adjustmantjaj jFRAj The Base Rem shall be Increased to thefollowing amounts on the dates set forth below: moa os irk OS 'J[j �rU�9 C4 On (NII In FRA Adiustmern Date(slk November 1, 2024 - October 31, 2025 November 1, 2025 - October 31, 2026 Imo' V 2017 AIR CRE. All Rights Reserved. November 1, 2026 -October 31, 2027 OE -6.02, Revised 06.10-2019 November 1, 2027 - October 31, 2028 November 1, 2028 - October 31, 2029 The New Base Rent shall be: 1.600.00 + association fees per month $1,640.00 + association fees per month $1,6&0.00 + association feesper month $1.720.00 + association fees per month 51-760.00 + association fees per_mnnth W InitfalTermAdjustments The formula used to calculate adjustments to the Base Rate during the original Term of the Lease shall continue to be used during the extended term. B. NOTICE Unless specified otherwise herein, notice of any rental adjustments, other than Fixed Rental Adjustments, shall be made as specified In paragraph 23 of the Lease. C. BROKER'SFEE: fThe Brokers shall be paid a Brokerage Fee by Lessor oP 3°5 of the total aggregate base rent for the option period for each adjustment specified above In accordance with paragraph I5 of the Lease orif applicable, paragraph 9 of the Sublease. AIRCRE • httpgl//www,alrcn.ean 4 273.60-8777 ` oontrnctaealrere.eom NCMCE: No pen afthass works maybe reproduced In anyform wrthout permission In wrtlilreg. DS 'P"'7r✓ OS 'J[j �rU�9 C4 INITIALS INITIALS V 2017 AIR CRE. All Rights Reserved. OE -6.02, Revised 06.10-2019 East EcUted: 7/3/20191:51 PM Page 2 of 2 DocuSign Envelope ID:177EBSD7-Co8A-46B1-B65A-Bo' 680E48 AIRCRI11111=0% ARBITRATION AGREEMENT STANDARD LEASE ADDENDUM Dated: duly 2. 2019 By and Between Lessor: Richard Franzo Lessee: 1E Licensing. .T,C. a California limited liability company and David W. Harnett Property Address: 31885 Corydon Road, Unit 150, Lake Elsinore, CA 92530 (street address, city, state, zip) Paragraph: 60 A. ARBITRATION OF DISPUTES: Except as provided in Paragraph B below, the Partfes agree to resolve any and all claims, disputes or disagreements arising under this Lease, Including, but not limited to any matter relating to Lessors failure to approve an assignment, sublease or other transfer of Lessee's Interest in the Lease under Paragraph 12 of this Lease, any other defaults by Lessor, or any defaults by Lessee by and through arbitration as provided Wow and irrevovably waive any and all rights to the contrary. The Parties agree to at all times conduct themselves in strict, €u$t, complete and timely accordance with the terns hereof and that any attempt to circumvent the terms of this Arbitration Agreement shall be absolutely null and void and of no force oreffect whatsoever. B. DISPUTES EXCLUDED FROM ARBITRATION: The following claims, disputes ordisagreements under this Lease are expressly excluded from the arbitration procedures set forth herein: 1. Disputes forwhich a different resolution determination Is specifically setforth In this Lease, 2. All claims by either party which (a) seek anything other than enforcement or determination of rights under this Lease, or (b) are primarily founded upon matters offraud, willful misconduct, badfaith or any other allegations oftortious action, and seek the award of punitive or exemplary damages, 3. Claims relating to (a) Lessor's exercise of any unlawful detainer rights pursuant to applicable law or(b) rights or remedies used by Lessorto gain possession of the Premises ortermMate Lessee's right of possessionto the Premises, all ofwhich disputes shall be resolved by suit Hied In the applica bie court of jurisdiction, the decision of which court shall be subject toappeal pursuant to applira ble law 4. Any claim ordisputethat is within thejurfsdicb'on of the Small Clalms Courta nd 5. All claims arising under Paragraph 39 of this Lease. C. APPOINTMENTOFANARBITRATOR: All disputes subject to this Arbitration Agreement, shall be determined by binding arbitratfonbefore: '�aretired judge of the applicable court of)urisdiction(e.g., the Superior Court of the Stated California) affiliated with Judicial Arbitration &ModfatfonServices, Inc. ("LAMS"), the American ArbitratcriAssociation ("AAA") under its commercialarbitratfun rules, was may be otherwise mutually agreed by Lessor and Lessee fthe"Arbitrator"),In the event that the partfes elect to use an arbitrator other than one affiliated with JAMS or AAA then such arbitrator she II be obligated to comply with the Code of Ethicsfor Arbitrators in CommercialDisputes(see;http://www.adrorg/aaalShowProperty7nodeld=/UCM/ADFtSTG 003867). Such arbitration shall beInitiated bythe Parties, oreitherof them, within ten (10) days aftereither partysends written notice (the "Arbitration Notice') of a demand toarbitrate try registered orcertifted mail to the other party a nd to the Arbitrator. The Arbitration Notice shall contain a description of the subject matter of the arbitration, the dispute with respect thereto, the amount involved, If any, and the remedy or determination sought. If the Parties have agreed to use JAMS they may agree on a retired judge from the JAMS panel. If they are unable to agreewithin ten days, JAMS will provide a list of three available judges and each partymay strike one. The remaining judge (or ifthere aretwo, the one selected by JAMS) will serve as the Arbitrator. If the Parties have elected to utfiize AAA or some other organization, the Arbitrator shall be selected In accordance with said organization's rules. In the event the Arbitrator is not selected as provided for above for arry, reason, the party initiating arbitration shall apply to the appropriate Court for the a ppointment of a qualified retired judge to act as the Arbitrator. D. ARBITRATION PROCEDURE: 1. PRE -HEARING ACTIONS. The Arbl"or shall schedule a pre -hearing conference to resolve procedura$ matters, arrange fortheexchangeofinformation, obtain stipulations, and narnow the issues. The Parties will submit proposed discovery schedules to the Arbitrator at the pre -hearing conference. Thescopeand duration of discovery will be within the sole discretion of the Arbitrator. The Arbitrator shall have the discretion to order a pre-hea ring exchange of information by the Parties, Including, without limitation, production of requested documents, exchange of summaries oftestimony, of proposed witnesses, and examination by deposition of parties and third -party witnesses. This discretion shall be exercised in favor of discovery reasonable under the circumstances. The Arbitrator shall Issue subpoenas and subpoenas ducestecum as provided for in the applicable statutory or case law (e.g., in California Code of Civil Procedure Section 1282.6). 2. THE DECISION. The arbitration shall be conducted In the city or county within which the Premises are located at a reasonablycorvenient site. Any Party maybe represented by counsel or other authorized representative. In rendering a cks6sion(s), the Arbitrator shall determine the rights and obligations ofthe Parties according to the substanrive laws and the terms and provisions of this Lease. The Arbitrators decision shall be based on the evidence introduced at the hearing, Including all logical and reasonable inferences therefrom. The Arbitrator may make any determination and/or grant any remedy or relief that is just and equitable. The decision must be based on, and accompanied by, a written statement of decision elplafningthe factual and legal basisfor the decision as to each of the prJncfpal controverted issues. The decision shall he conclustwe and binding, and it maythereafter be confirmed asa judgment bythe court of applicable jurisdiction, subject only to challenge on the grounds set forth in the applicable statutory orcase law (e.g., in California Coded Chris Procedure Section 1286.2). The validity and enforceability of the Arbitrator's decision is to be determined exduaively by the court of appropriatejudsdktfon pursuant to the provisions of this Lease. The Arbitrator may award costs, includingwithout limitation, Arbitrator's fees and costs, attorneys' fees, and expert and witness costs, to the prevailing party, if any, as determined by the Arbitrator In his discretion. Whenever a matterwh(ch has been submitted to a rbltratfon Involves a dispute as to whether or not a particular actor omission {other than a failure to pay money) constitutes a Default, the timeto commence or cease such action shall be tolled from the date that the Notice of Arbitration is served through end until the date the Arbitrator renders his or her decision. Provided, however, that this provision shall NOT apply in the evert that the Arbitrator determines that the Arbitratfor Noticewas prepared in badfatth. Whenever a dispute arises between the Partfes concerning whether or not the failure to make a payment of money constitutes a default, the service of an Arbitration Notice shall NOT toll thetime period in whlchto paythe money. The Party aliegedly obligated to pay the money may, howeve,elect to pay the money "under protest" by accompanying said payment with a written statement setting forth the reasons for such protest. If thereafter, the Arbitrator determines that the Partywho received said money was not entitledto such payment, sa Id money shalt be promptly returned tothe Party who paid such money under protest together with Interest thereon as defined In Paragraph 13.5. If a Party makes a payment "under protest" but no Notice of Arbitration is filed within thirty days,then such protest shall be deemed waived. (See also Paragraph 42 or 43) AIRCRE * httpic//wwmairaa.com * 213 -ON -5777 • cantracta®almrs.com NOTICE: No part ofthm works may be mprodutad In anyrform without perrnip7an in wrW gt. 5 F__ Q�� INITIALS INITIALS ® 2017 AIR CRE. All Rights Reserved. Last Edited: 7/3/20191:51 PM ARB -3.03, Revised o6-10-2019 page 1 of 1 DocuSign Envelope ID: 177EB07-008A-46131-B65A-130'"'96DE48 AIRCR�OA DISCLOSURE REGARDING REAL. ESTATE AGENCY RELATIONSHIP (As required bythe CMI Code) When you enter Into a discussion with areal estate agent regarding areal estate transaction, you should from the outset understand what type of agency relationship or representation you wish to have with the agent in the transaction. SELLER$AGENT A Sellers agent under a listing agreement with the Seller ads as the agent for the Seller only. A Seller's agent or a subagent of that agent has thefoVewing affirmative obligations: To the Seller: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Seller. To the Buyer and the Seller: (a) Diligent exercise of reasonable skill and cam Inperformance ofthe agent'sduties. (b) Aduty ofhonestand falydealingand good faith. (c) A duty to disclose alffacts known tothe agent materially affectingthe value or desirability ofthe property that are not knownto, orwithin the diligent attention and observationof,the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not Imrolvethe affirmative duties set forth above. BUYER'S AGENT A Buyer's agent can, with a Buyer's consent, agree to act as agent for the Buyer only, I n these situations, the agent is not the Sellers agent, even if by agreement the agent may receive compensation for services rendered, either In full or in part from the Wier. An agent actingonlyfor aBuyer has the followingaffirmadve obligations: Tothe Buyer: A fiduciary duty of utmost care, Integrity, honesty and loyalty in dealings with the Buyer. Tothe Buyerand the Seller. (a) Diligent exercise of reasonable skill and care In performance of the agent's duties. (b) Aduty of honest and fair dealing and good faith. (c) Aduty to disclose all facts known to the agent materially affectfngthe value or desirability ofthe property that are not known to, or within the diligent attention and observation of, the parties. An agent is not obligated to reveal to either party any confidential information obtafned from the other party that does not Involve the affirmative duties set forth above. AGENT REPRESENTING BOTH SELLER AND BUYER Areal estate agent, either acting d(redly or through one or more salesperson and broker associates, can legally be the agent of both the Seiler and the Buyer in a transaction, but only with the knowledge and consent of both the Seller and the Buyer. Ina dual agency situation, the agent has the following affirmative obligations to both the Seiler and the Buyer: (a) A fiduciary duty of utmost cart Integrity, honesty and loyalty in the dealings with either the 5eilerorthe Buyer. (b) other duties to the Seller and the Buyer as stated above in their respective sections, In representing both Seller and Buyer, a dual agent may not, without the express permission of the respective party, disclose to the other party confidential information, including, but not limited tit, facts relating to eltherthe Buyer's or Sellers financial position, motivations, bargaining position, or other personal Information that may impact price, including the Seller's willingness to accept a price less than the listing price or the Buyer's willingness to pay a price greater than the price offered. SELLER AND BUYER RFSPONMBILITIES EAherthe purchase agreement ora separate document will contain a confirmation of which agent is representfngyou and whetherthat agent is representing you exclusively In the transaction or acting as a dual agent. Please pay attention to that confirmation to make sure it accurately reflects your understanding of your agent's role. The above duties ofthe agent Ina real estate transaction do not relleve a Selleror Buyer from the responsibility to protect his or her own interests. You should carefully read all agreements to assurethat they adequately express your understanding of the transaction. A real estate agent Is a parson qualified toadvise abort real estate. If legal ortax advloeis desired, consult a competent professional. If you area Buyer, you have the duty toetercise reasonable care to protect yourself, including as to those facts about the property which are known to you orwHhinyour diligent attention and observation. Both Sellers and Buyers should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transaction can be complex and subject to change. Throughout your real property transaction you may receive more than one disdosureforrn, depending upon the numberafagents asslstingfn the transaction. The law requires each agent with whom you have more than a casual relationshinto present you with this disclosure form. You should read its contents each time it is presented to you, considering the relationship between you and tate real estate agent In your specific transaction. This disclosure form includes the provisions of SecHonr 7079.18 to 2078.24, indusfve, of the CMI Code setforth on pegs 2. Read B carefully. I/WE ACKNOWLEDGE RECEIPT OF A COPY OFTHIS DISCLOSURE AND THE PORTIONS OF THE CIVIL CODE PRINTED ONTHE BACK (ORAS4PAAAif PME). �r Buyer Seller [� Lessor rE Lessee `--' Buyer Seller El Lessor L^' Lessee Date: 7/16/2019 I 10:33 PM PDT Date: 7/16/2019 I 8:04 PM PDT 7/16/2019 1 8:4 Agent; L!ucj.ee Ks x_,,.,,.,no_rr7�i Inn'.. a l_a �,3r�rrlid C:UL�uir:.W, naesneawvn= �.x�iuwr.i rs,�xinci �. �rixui LCL_ _ DRELIc.#. 02099395 Real Ma Vroker (Firm) B (lees Pwf�oti DREL(c.#: 01903298 Date: 7/8/2019 ( 11:49 AM PDT ge�5�gker-Associate) —...— THIS FORM HAS BEEN PREPARED BYAIRCRE. NO REPRESENTATION IS MADE ASTOTHELEGALVALIDITY ORADEQUACYOFTHIS FORM FOR ANYSPECIHC TRANSACTION. PLEASE SEEK LEGALCOLINSELASTOTHE APPROPRIATENESS OFTHIS FORM. L—EDO — INITIALS CJ 2019 AIR CRE. Al I Rights Reserved. AD -3.01, Revised 06.10.2019 6a INITIALS Last Edited: 7/3/20191:51 PM Page 1 of 2 DocuSign Envelope ID: 177EB6D7-008A-4681-865A-BP'-596DE48 DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP CIVIL CODE SECTIONS 2079.13 THROUGH 2079.24 (2079.16 APPEARS ON THE FRONT) 2079.39. As used in Secd'ons 2079.7 and 2079.14 to 2079.24, Inclusive, thefoilowingterms have the following meanings: (a) Agent" means a person acting under provisions ofTitte 9 (commencing with section 2295) Ina real property transaction, and includes a person who Is licensed as areal estate broker under Chapter 3 (commencing with Section 10130) of Dart 1 of Division 4 ofthe Business and Professions Code, and under whose license a listing Is executed or an offerto purchase is obtained. The agent in the real property transaction bears responsibility for that agent's salespersons or broker assoclates who perform as agents ofthe agent. When a salesperson or broker associate awes a duty toany principal, or to any buyeror seilerwho Is not a principal, in a real property transaction, that duty is equivalent to the duty owed to that party by the broker for whom the salesperson or broker associate functions. (b) "Buyer' means a transferee in a real property transaction, and includes a person who executes an offer to purchase real property from a seller through an agent, or who seeks the services of an agent in more than a casual, transitory, or preliminary manner, with the object of entering Intoa real property transaction. "Buyer' Includes vendee or lessee of real property. [c) "Commercial real property' means all real property in the state, except (1) single-family residential real property, (2) dwelling units made subject to Chapter 2 (commencing with Section 1940) of Title 5, (3) a mobilehoma, as defined insectfon '198.3,(4) vacant land, or (5) a recreational vehicle, as defined in Section 799.29. [d) "Dual agent' means an agent acting, either directly or through a salesperson or broker associate, as agent for both the seller and the buyer in a real property transaction. (a) "Listing agreement" means a written contract between a seller of real property and an agent, by whichthe agent has been authorized to sell the real property or to find or obtain a buyer, Including rendering other services for which a real estate license Is required tothe seller pursuant totheterms ofthe agreement. (f) "Seller's agent" means a person who has obtained a listing of real property to act as an agent for compensation. Ig) "Listing price' is the amount expressed in dollars specified in the listing for which the seller is willing to sell the real property through the scilef's agent. (h) "Offering price" Is the amount expressed In dollars specified fn an offer to purchase for which the buyer is willingto buy the real property. (1) "Offer to purchase" means a written contract executed by a buyer acting through a buyer's agent that becomes the contract for the sale of the real property upon acceptance by the seller. ib "Real property" means any estate specified by subdivision (1) or (2) of Sectfon 761 in property, and includes (1) single-family residential property, (2) multiunit residential property with more than four dwelling units, (3) commercial real property, (4) vacant land, IS; a ground lease coupled with improvements, or (6) a manufactured home as defined In Section 18007 of the Health and Safety Code, or a mobllehome as defined in Section 18008 ofthe Health and Safety Code, when offered for sale or sold through an agent pursua nt to the authority contained in Section 10131.6 ofthe Business and Professions code. (14 "Real propertytramactfan" means a tra nsaction for the sale of real property in which an agent is retained by a buyer, seller, or both a buyer and seller to act in that transaction, and Includes a listing or an offer to purchase. (1) "Sell," "sale," or "sold' refers to a transaction for the transfer of real property fromthe seller to the buyer and includes exchanges of rest property between the seller and buyer, transactions for the creation of a real property sales contract within the meaning of Section 2985, and transactions for the creation of a leasehold exceeding one year'sduratfon. (m) "Seller" means thetransferor in a rest property transaction and includes an owner who lists real property with an agent, whether or nota transfer results, orwho receives an offerto purchase real property of which he orshe is the owner from an agent on behalfof another. "Seller" includes both a vendor and a lessor of real property. (n) "Buyers agent" means a n agent who represents a buyer In a real property transaction. 2079.14. A seller's agent and buyer's agent shall provide the seller and buyer In a real property transaction with a copy ofthe disclosure form specified in Section 2079.16, and shall obtain a signed acknowledgment of receipt from that seller and buyer, except as provided in Section 2079.15, as follows: la) The seller's agent, If any, shall provide the disclosure form to the seller priorto entering into the listing agreement. (b) Thebuyer's agent shall provide the disclosure form tothe buyer as soon as practicable prior toexecutfon ofthe buyer's offerto purchase. If the offer to purchase Is not prepared by the buyer's agent, the buyer's agentshall present the disclosureform tothe buyer not later than the mart business day after receiving the offer to purchase from the buyer. 2079.15. In any circumstance in which the seller or buyer refuses to sign an acknowledgment of receipt pursuant to Section 2079.14, the agent shall set forth, sign, and date a written declaration tithe facts of the refusal. 2019.16 Reproduced on Page 1 ofthis AD form. 2079.17(x) As soon as practicable, the buyer's agent shall disclose to the buyer and seller whether the agent is acting in the real property transaction as the buyer's agent, or as a dual agent representing both the buyer and the seller. This relationship shall be confirmed in the contract to purchase and sell real property or In a separate writingexecuted or acknowledged by the seller, the buyer, and the buyer's agent prior to or coincident with execution of that contract by the buyerand the seller, respectively. (b) As soon as practicable, the seller's agent shall disclose to the seller whether the seller's agent is acting in the real property transaction as the seller's agent, oras a dual agent representing both the buyer and seller. This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller and the seller's agent priorto or coincident with the execution ofthat contract bythe seller. (C) CONFIRMATION: The following agency retatieoships are confirmed for this tra rrsactfon. Seller's Brokerage Firm DO NOT COMPLETE. SAMPLE ONLY_ _ License Number is the broker of (check ane): ❑ the seller; or ❑ both the buyer and seller. (dual agent) Seller's Agent DO NOT COMPLETE, SAMPLE ONLY License Number Is (check one): ❑ the Seller's Agent. (salesperson or broker associate); or ❑ both the Buyer's Agent and the Seller's Agent. (dual agent) Buyer's Brokerage Finn LLCense Number Is the broker of (check one): ❑ the buyer, or ❑ both the buyer and s0er. (dual agent) Buyer's Agent DO NOT COMPLETE. SAMPLE ONLYLicense Number Is (check one): CI the Buyer's Agent. (salesperson or broker associate); or ❑ both the Buyer's Agent and the Seller's Agent. (dual agent) (d) The disclosures and confirmation required by this section shall be in addition to the disclosure required by Sectfon 2079.14. An agent's duty to provide disclosure and confirmation of representation in this section may be performed by a real estate salesperson or brokerasSOCiate affiliated with that broker. 2079.18 (Repealed pursuant to AB-1289,2017-18Calffornfa Leglsfatfvesesslon) 2079.19 The payment of compensation w the obligation to pay compensation to an agent by the seller or buyer Is not necessarily determinative of a pa rticular agency relationship between an agent and the seller or buyer. A listing agent and a selling agent may agree to share any compensation or commission paid, or any right to any compensation or commission for which an obligation arises as the result of a real estate transaction, and the terms ofany such agreement shall not necessarily be determinative of a particular relationship. 2079.20 Nothing in this a m'cie prevents an agent from selecting, as a condition of the agent's employment, a specific form of agency relationship not specifically prohibited by this article If the requirements of Sectf on 2079.14 and Section 2079.17 are complied with. 2079.21 [a) A dual agent may not, without the express permission oftheseller, disclose to the buyer any ronf dertti'aI information obtained fromthe seller. (b) Adual agent may not, without the express permission ofthe buyer, disclose totheselter any confidential Information obtained from the buyer. (c) "Confidential Information' means facts relating to the cllent'sfithancial position, motivations, bargaining position, or other personal information that may impact price, such as the seller is willing to accept a price less than the listing price orthe buyer Is willing to pay a price greater than the price offered. (d) This section does not after in any way the duty or responsibility of a dual agent to any principal with respect to confidential Information other than price. 2079.22 Nothing Inthis article precludes a seller's agent from also being a buyer's agent. if a seller or buyer in atrareactfon chooses to not be represented by an agent, that does not, of itself, make that agent a dual agent. 2079.23(a) Acontract between theprincipaI andagent maybe modifiedorahered tochangethe agency relationship at any time beforethe performance of the act which Is theobject oftheagency with the written consent ofthe parties tothe agency relationship. (b) A lenderor an auction company retained by a tender to control aspects of a transactfon of real property subject tothfs part, including validating the sa les price, shall not require, as a condition of receiving the lender's approval of thetra nsaction, the homeowner or listing agent to defend or Indermntfy the lender or auction company from any liability alleged to result from the actions of the lender or auction company. Any clause, provision, covenant, or agreement purportingto Impose a n obligation to defend or indemnify a lender or an auction company in violation of this subdivision is against public polrcy,vold, and unenforceable. 2079.24 Nothing Inthis article shall be construed to eltherdiminish the duty of disclosureowed buyers and sellers by agents and theirassociate licensees, subagents, and employees orto relieve agents and their associate licensees, subagents, and employees from liability for their conduct In connection with acts governed by this article or for any breach of a fiducla ry duty or a duty of disclosure. W 2019 AiR CRE. All Rights Reserved. AD -3.01, Revised 06-10-2019 Last Edited: 7/3/20191:51 AM Page 2 of 2 AfRCRE s I#ps://www.alicre.corn i 215.68).8777 • eontrsctsAafrcrr.mm NCMCE: No part ofthaaworks maybe nproduadInany INITIALS INITIALS W 2019 AiR CRE. All Rights Reserved. AD -3.01, Revised 06-10-2019 Last Edited: 7/3/20191:51 AM Page 2 of 2 Docu5zy�. secuacs Certificate Of Completion :nvelope Id: 177EB6D7C08A46B1 B65ABO783596OE48 Status: Completed Subject: Please DocuSign: 31885 Corydon Rd., Suite 150 Revised Lease w. 11.1.19 start date Source Envelope: Document Pages: 19 Signatures: 0 Envelope Originator: Certificate Pages: 5 Initials: 10 Carey Pastor AutoNav: Enabled 1588 Berkshire Court Envelopeld Stamping: Enabled nil Time Zone: (UTC -08:00) Pacific Time (US & Canada) San Marcos marcos, CA 92069 careyp @cbcsocalgroup.com IP Address: 47.180.163.145 Record Tracking Status: Original Holder: Carey Pastor Location: DocuSign 9/30/2019 1:55:16 PM careyp@cbcsocalgroup.com Signer Events Signature Timestamp David Hargett dave @innovativecbd.com Ceo Innovative NUTRACEUTICALS,LLC Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/16/2019 8:02:55 PM ID: c830b7ed-3bb2-45bf-876d-aOb8d2Ob967d ,ichard Franzo rich @controlspro.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/16/2019 10:32:44 PM ID: 51 ce55eb-7413-4fee-a5fd-9ea25c47ba73 D6 fit Signature Adoption: Pre -selected Style Using IP Address: 47.180.21.134 Signed using mobile FDS Signature Adoption: Pre -selected Style Using IP Address: 172.89.195.191 Sent: 9/30/2019 2:02:37 PM Resent: 10/8/2019 4:38:51 PM Resent: 10/9/2019 1:51:23 PM Resent: 10111/2019 1:07:13 PM Viewed: 10/11/2019 3:59:44 PM Signed: 10/11/2019 4:00:52 PM Sent: 9/30/2019 2:02:37 PM Viewed: 9/30/2019 2:03:55 PM Signed: 9/30/2019 2:04:13 PM In Person Signer Events Signature Timestamp Editor Delivery EventsStatus Timestamp Agent Delivery Events' Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp envelope Summary Events Status Timestamps Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/11/2019 1:07:13 PM Certified Delivered Security Checked 10111/2019 3:59:45 PM Signing Complete Security Checked 1011112019 4:00:52 PM Completed Security Checked 1011112019 4:00:52 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 618. t 10:15:41 AM Parties agreed to: David Hargett, Richard Franzo CONSUMER DISCLOSURE From time to time, carey pastor (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign, Inc. (DocuSign) electronic signing system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the a€"I agreed€TM button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after signing session and, if you elect to create a DocuSign signer account, you may access them for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign d€ -Withdraw Consentd€TM form on the signing page of a DocuSign envelope instead of signing it. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Carey pastor: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: careyp@cbesocalgroup.com To advise Carey pastor of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at careyp@cbcsocalgroup.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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To withdraw your consent with Carey pastor To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign session, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to careyp@cbesocalgroup.com and in the body of such request you must state your e-mail, full name, US Postal Address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. 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By checking the K-1 agreea€Tm box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC CONSUMER DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify carey pastor as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by carey pastor during the course of my relationship with you.