Cities Index.
Correspondence from City Manager

Alameda City Council
March 1, 2022

Document
Correspondence from City Manager
Meeting
March 1, 2022
Body
Alameda City Council
Original file
5.7 MB
Text extracted from the city's file for reading and search. Open the original on legistar1.granicus.com. That file is the official record.

From: Eric Levitt
To: CityCouncil-List
Cc: Yibin Shen; Gerry Beaudin; Lisa Maxwell; Lara Weisiger; Eric Levitt; Nanette Mocanu Subject: FW: 7-B Park Street Wine
Date: Monday, March 14, 2022 4:03:48 PM
Attachments: image001.png
Park Street Wine Cellars - Financial Draft 12.31.2020 (updated).pdf Park Street Wine Cellars Inc Lease - Executed_10-21-19.pdf Lease Profile.pswc.pdf

12.31.2021 Financial Draft Park Street Wine Cellars.pdf Receivables Ledger.3073PSWC.pdf
Receivables Ledger.tide02PSWC.pdf
Mayor Ezzy Ashcraft & City Council:

I received a request for information on the Park Street Wine.

Here is the information requested and responses.

Sincerely,

Eric Levitt
City Manager

Subject: RE: 7-B Park Street Wine

Please see comments in red below:

Subject: 7-B Park Street Wine

In regards to 7-B, I'd like the history of their rent payments from Day 1 of the lease through today, including dates due and amounts per the lease, actual date paid and amounts, showing running history of all monies past due. – Please see attached receivables ledgers

Summary of tenant lease (includes 6 mos. abated rent, per Section 4.1b of Lease):

Who is/are personal guarantor to the City? Christoper Massie

Did the City receive recent financials from the company as part of this request? What financial documents did the City receive? Please provide. For each year 2019, 2020 and 2021 what was total sales and expenditures. – Yes, please see financials for years 2020 and 2021. There’s a side by side comparison of 2020 v 2021 expenses and income on pages 7-8 of 12.31.21 financials report.

Thank you.

Trish

From: Eric Levitt
Sent: Tuesday, March 1, 2022 11:47 AM
To: Nanette Mocanu <[email protected]>; Lisa Maxwell <[email protected]> Cc: Gerry Beaudin <[email protected]>; Elizabeth Mackenzie <[email protected]>
Subject: FW: 7-B Park Street Wine

Can you get this information.

Eric

From: Trish Spencer
Sent: Tuesday, March 1, 2022 10:21 AM
To: Eric Levitt <[email protected]
>; Yibin Shen <[email protected]>; Elizabeth Mackenzie <[email protected]>
Subject: 7-B Park Street Wine

In regards to 7-B, I'd like the history of their rent payments from Day 1 of the lease through today, including dates due and amounts per the lease, actual date paid and amounts, showing running history of all monies past due.

Who is/are personal guarantor to the City?

Did the City receive recent financials from the company as part of this request? What financial documents did the City receive? Please provide. For each year 2019, 2020 and 2021 what was total sales and expenditures.

No assurance is provided on these financial statements. For management use only.

Monthly Financial Draft
Park Street Wine Cellars
For the period ended December 31, 2020
Prepared by
SK Accountancy Corporation
Prepared on
January 27, 2021
2/30
Table of Contents
Profit and Loss.......................................................................................................................................................3 Balance Sheet........................................................................................................................................................4 Profit and Loss by Month.......................................................................................................................................5 General Ledger......................................................................................................................................................7 Park Street Wine Cellars 3/30
Profit and Loss
December 2020
Total
INCOME
Sales 14,561.49
Misc sales NT 411.36
Sales Disc/Returns -246.81
Total Sales 14,726.04
Sales online 2,035.80
Total Income 16,761.84

COST OF GOODS SOLD
Cost of Goods Sold 15,754.88
Total Cost of Goods Sold 15,754.88
GROSS PROFIT 1,006.96

EXPENSES
Accounting Expense 445.00
Advertising & Marketing 230.99
Business License & Permits 800.00
Computer & Internet Expense 158.00
Dues & subscriptions 310.00
Insurance 285.32
Interest Expense 261.28
Legal & Professional Services 2,164.20
Meals Expense 109.01
Merchant Expense 556.39
Postage & Delivery 635.55
Rent & Lease 2,765.00
Software and Apps 158.73
Supplies 364.86
Utilities 247.66
Waste Disposal 67.59
Total Expenses 9,559.58
NET OPERATING INCOME -8,552.62
NET INCOME $ -8,552.62
Park Street Wine Cellars 4/30
Balance Sheet
As of December 31, 2020
Total
ASSETS
Current Assets
Bank Accounts
Bank of Marin 8607 12,303.32
Cash on hand 338.69
Total Bank Accounts 12,642.01
Other Current Assets
Deposit in transit 1,459.15
Inventory Asset 31,901.90
Prepaid expenses 2,378.81
Total Other Current Assets 35,739.86
Total Current Assets 48,381.87
Fixed Assets
Leasehold Improvement 24,779.10
Organization Cost 3,525.90
Start up Cost 23,400.99
Web Site 4,500.00
Total Fixed Assets 56,205.99
TOTAL ASSETS $104,587.86

LIABILITIES AND EQUITY
Liabilities
Current Liabilities
Credit Cards
Credit Card - PayPal 822.84
Total Credit Cards 822.84
Other Current Liabilities
Credit Card - Massie 12,870.30
Loan Payable - Fidelity 8,417.84
Loan Payable - Upstart 23,908.93
Sales Tax Payable 3,746.20
Total Other Current Liabilities 48,943.27
Total Current Liabilities 49,766.11
Total Liabilities 49,766.11
Equity
Retained Earnings 0.00
Shareholder Contribution 79,584.88
Net Income -24,763.13
Total Equity 54,821.75
TOTAL LIABILITIES AND EQUITY $104,587.86
Park Street Wine Cellars 5/30
Profit and Loss by Month
January - December 2020
Jan 2020 Feb 2020 Mar 2020 Apr 2020 May 2020 Jun 2020 Jul 2020 Aug 2020 Sep 2020 Oct 2020 Nov 2020 Dec 2020 Total INCOME
Sales 6,304.23 9,108.75 7,675.05 8,848.90 9,706.21 9,014.07 8,942.18 8,472.57 8,552.38 9,361.16 9,129.50 14,561.49 109,676.49 Misc sales NT 54.00 37.00 506.00 438.00 359.08 628.00 485.79 210.50 111.34 549.30 361.26 411.36 4,151.63 Sales Disc/Returns -574.37 -672.14 -344.40 -240.32 -74.60 -273.10 -118.14 -155.86 -277.42 -192.30 -202.03 -246.81 -3,371.49 Total Sales 5,783.86 8,473.61 7,836.65 9,046.58 9,990.69 9,368.97 9,309.83 8,527.21 8,386.30 9,718.16 9,288.73 14,726.04 110,456.63 Sales online 85.97 33.42 3,295.16 3,851.73 3,935.94 2,296.58 3,141.10 1,581.12 1,154.25 1,500.06 3,360.38 2,035.80 26,271.51 Total Income 5,869.83 8,507.03 11,131.81 12,898.31 13,926.63 11,665.55 12,450.93 10,108.33 9,540.55 11,218.22 12,649.11 16,761.84 136,728.14

COST OF GOODS SOLD
Cost of Goods Sold 3,486.36 5,493.02 6,087.90 7,255.36 7,342.43 6,307.48 6,921.85 5,764.34 5,525.24 6,284.75 7,595.63 15,754.88 83,819.24 Total Cost of Goods Sold 3,486.36 5,493.02 6,087.90 7,255.36 7,342.43 6,307.48 6,921.85 5,764.34 5,525.24 6,284.75 7,595.63 15,754.88 83,819.24 GROSS PROFIT 2,383.47 3,014.01 5,043.91 5,642.95 6,584.20 5,358.07 5,529.08 4,343.99 4,015.31 4,933.47 5,053.48 1,006.96 52,908.90

EXPENSES
Accounting Expense 100.00 497.40 497.40 97.40 45.00 325.00 445.00 445.00 945.00 445.00 445.00 445.00 4,732.20 Advertising & Marketing 351.83 260.70 783.40 131.54 22.09 82.89 121.99 266.07 304.11 250.99 248.02 230.99 3,054.62 Auto Expense 95.10 52.25 55.75 55.55 258.65
Business License & Permits 30.00 289.00 800.00 1,119.00 Computer & Internet Expense 31.90 39.00 39.00 116.00 139.00 139.00 139.00 174.00 170.00 166.00 162.00 158.00 1,472.90 Donation 80.00 80.00
Dues & subscriptions 65.00 310.00 165.00 430.00 564.00 165.00 285.00 110.00 110.00 230.00 310.00 2,744.00 Equipment Expense 2,022.84 2,022.84
Insurance 314.37 314.37 314.37 314.37 314.37 314.37 314.37 320.24 320.16 320.16 285.32 3,446.47 Interest Expense 261.11 313.57 293.02 304.75 292.46 295.86 283.73 286.80 282.26 270.38 272.99 261.28 3,418.21 Legal & Professional Services 3,180.00 2,164.20 5,344.20 Meals Expense 106.35 10.92 97.63 245.36 25.00 242.91 81.96 109.01 919.14 Merchant Expense 230.48 379.38 587.55 601.49 666.08 678.29 574.45 546.97 556.73 446.80 606.33 556.39 6,430.94 Misc Expense 6.26 6.26
Office Expense 9.00 59.33 43.63 26.58 138.54
Parking & Toll 3.50 0.75 4.25
Payroll Expense 4,038.46 1,970.00 1,220.00 7,228.46
Payroll Tax Expense 472.98 231.48 133.98 838.44
Postage & Delivery 128.14 507.49 1,343.61 703.00 872.31 835.06 885.02 286.39 382.89 237.20 1,168.80 635.55 7,985.46 Property Tax 1,588.92 1,588.92
Rent & Lease 1,516.29 2,765.00 2,765.00 2,765.00 2,765.00 2,765.00 2,765.00 18,106.29 Repairs & Maintenance 241.96 21.94 263.90
Security Expense 120.00 120.00
Software and Apps 69.88 14.99 14.99 14.99 189.99 14.99 186.24 211.64 197.49 77.49 14.99 158.73 1,166.41 State Taxes 800.00 800.00
Supplies 439.62 361.50 172.01 -26.05 31.42 454.61 5.46 5.46 71.61 5.46 305.66 364.86 2,191.62 Tariffs & Fees 991.26 991.26
Utilities 687.83 291.24 106.28 97.13 191.11 97.13 191.81 98.72 215.78 240.33 247.66 2,465.02 Waste Disposal 37.39 36.84 64.37 64.37 64.37 128.74 67.59 67.59 67.59 67.59 67.59 734.03 Total Expenses 7,524.80 5,420.89 8,030.45 3,443.32 3,258.20 5,946.95 6,326.69 10,527.80 6,470.95 5,645.31 7,517.09 9,559.58 79,672.03 NET OPERATING INCOME -5,141.33 -2,406.88 -2,986.54 2,199.63 3,326.00 -588.88 -797.61 -6,183.81 -2,455.64 -711.84 -2,463.61 -8,552.62 -26,763.13

OTHER INCOME
Other Income 1,000.00 1,000.00 2,000.00
Park Street Wine Cellars 6/30
Jan 2020 Feb 2020 Mar 2020 Apr 2020 May 2020 Jun 2020 Jul 2020 Aug 2020 Sep 2020 Oct 2020 Nov 2020 Dec 2020 Total Total Other Income 0.00 0.00 0.00 1,000.00 0.00 1,000.00 0.00 0.00 0.00 0.00 0.00 0.00 2,000.00 NET OTHER INCOME 0.00 0.00 0.00 1,000.00 0.00 1,000.00 0.00 0.00 0.00 0.00 0.00 0.00 2,000.00 NET INCOME $ -5,141.33 $ -2,406.88 $ -2,986.54 $3,199.63 $3,326.00 $411.12 $ -797.61 $ -6,183.81 $ -2,455.64 $ -711.84 $ -2,463.61 $ -8,552.62 $ -24,763.13 Park Street Wine Cellars 7/30
General Ledger
December 2020
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance Bank of Marin 8607
Beginning Balance 5,984.80
12/01/2020 Check 1199 No City of Alameda December Rent Rent & Lease -2,765.00 3,219.80 12/01/2020 Deposit No DEPOSIT REF#0 Cash on hand 227.00 3,446.80 12/02/2020 Expense No Capital One

PREAUTHORIZED DEBIT

CAPITAL ONE

PREAUTHORIZED DEBIT

CAPITAL ONE CRCARDPMT
201201 3B7RHIBWPL09MLR
REF#0
Credit Card - Massie -200.00 3,246.80
12/02/2020 Expense No

POS PURCHASE POS

PURCHASE TERMIN POS

PURCHASE POS PURCHASE
TERMINAL 77827301 SQ
*HOMESKILLET ALAMEDA CA
XXXXXXXXXXXX8599 REF#0
Meals Expense -8.80 3,238.00
12/02/2020 Expense No Bankcard MTOT

PREAUTHORIZED DEBIT
BANKCARD 186

PREAUTHORIZED DEBIT
BANKCARD 1869 MTOT DISC
201202 519701700128127
REF#0
Merchant Expense -265.15 2,972.85
12/03/2020 Expense No AMEX

PREAUTHORIZED DEBIT AMEX

EPAYMEN PREAUTHORIZED

DEBIT AMEX EPAYMENT ACH
PMT 201203 A1340 REF#0
Credit Card - Massie -250.00 2,722.85
12/03/2020 Expense No McAfee

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216 MCAFEE
WWW MCAFEE COM 866 622 3
TX XXXXXXXXXXXX8599
Software and Apps -49.99 2,672.86
12/03/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
201203 519701700128127
REF#0
Deposit in transit 93.25 2,766.11
12/04/2020 Expense No Office Max

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 319225 OFFICE
MAX/OFFI 21 60 OTIALAMEDA
CA XXXXXXXXXXXX472
Supplies -27.43 2,738.68
Park Street Wine Cellars 8/30
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/04/2020 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 201204
REF#0
Paypal Deposit in transit 103.52 2,842.20
12/04/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
201204 519701700128127
REF#0
Deposit in transit 216.08 3,058.28
12/07/2020 Expense No Alameda Cinema Grill

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 401339 ALAMEDA

CINEMA GRI LL ALAMEDA CA
XXXXXXXXXXXX8599
Meals Expense -25.95 3,032.33
12/07/2020 Expense No Vinous

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 449215 VINOUS

COM WWW VINOU NY
XXXXXXXXXXXX4724
Dues & subscriptions -200.00 2,832.33
12/07/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
201207 519701700128127
REF#0
Deposit in transit 153.54 2,985.87
12/07/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
201207 519701700128127
REF#0
Deposit in transit 990.58 3,976.45
12/07/2020 Expense No Mailchimp

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 420429 MailChimp
Atlanta GA
XXXXXXXXXXXX8599
Advertising & Marketing -14.99 3,961.46
12/07/2020 Expense No Capital One

PREAUTHORIZED DEBIT

CAPITAL ONE

PREAUTHORIZED DEBIT

CAPITAL ONE CRCARDPMT
201205 3B8LUZ1RTJPSFQG
REF#0
Credit Card - Massie -225.00 3,736.46
Park Street Wine Cellars 9/30
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/07/2020 Expense No Capital One

PREAUTHORIZED DEBIT

CAPITAL ONE

PREAUTHORIZED DEBIT

CAPITAL ONE CRCARDPMT
201205 3B8LTK5NNHLD7RL
REF#0
Credit Card - Massie -250.00 3,486.46
12/07/2020 Expense No Adobe

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 443106 ADOBE
ACROPRO SUBS 408 536 6 CA
XXXXXXXXXXXX8599
Software and Apps -14.99 3,471.47
12/07/2020 Expense No Caviar

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 449215 CAVIAR

HOMESKILLET WWW DOORD
CA XXXXXXXXXXXX4724
Meals Expense -26.41 3,445.06
12/07/2020 Expense No MonkeyBrains Net

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 449215

MONKEYBRAINS NET

HTTPSWWW CA
XXXXXXXXXXXX4724
Computer & Internet Expense -39.00 3,406.06
12/08/2020 Expense No Wine Searcher Ltd

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 448131 WINE

SEARCHER AUCKLAND XX
XXXXXXXXXXXX8599
Dues & subscriptions -110.00 3,296.06
12/08/2020 Expense No PayPal

PREAUTHORIZED DEBIT

PAYPAL INST

PREAUTHORIZED DEBIT
PAYPAL INST XFER 201208
REF#0
Credit Card - PayPal -200.00 3,096.06
12/09/2020 Expense No Paper Mart

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 443106 PAPER
MART 714787490 CA
XXXXXXXXXXXX4724
Supplies -337.43 2,758.63
12/09/2020 Expense No Upstart

PREAUTHORIZED DEBIT

UPSTART NETW

PREAUTHORIZED DEBIT

UPSTART NETWORK
MILLENNIUM FM 10495030
BORROW ER_PAYMT REF#0
Loan Payable - Upstart -646.22 2,112.41
Park Street Wine Cellars 10/30
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/10/2020 Expense No Mocreate

PREAUTHORIZED DEBIT

MOCREATE SAL

PREAUTHORIZED DEBIT
MOCREATE SALE 201210
REF#0
Software and Apps -93.75 2,018.66
12/10/2020 Expense No Liberty Mutual

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216 LIBERTY
MUTUAL 866 290 2 NH
XXXXXXXXXXXX4724
Insurance -285.32 1,733.34
12/10/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 MTOT DEP
201210 519701700128127
REF#0
Deposit in transit 2,600.28 4,333.62
12/10/2020 Expense No Shopkeep

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469029 SHOPKEEP
COM INC 800 820 9 NY
XXXXXXXXXXXX8599
Merchant Expense -218.00 4,115.62
12/11/2020 Expense No Peet's Coffee

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216

PEETSCOFFEE MIGHTY LEAF
510 594 2 CA
XXXXXXXXXXXX85
Meals Expense -0.75 4,114.87
12/11/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 MTOT DEP
201211 519701700128127
REF#0
Deposit in transit 197.45 4,312.32
12/11/2020 Expense No Peet's Coffee

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216

PEETSCOFFEE MIGHTY LEAF
510 594 2 CA
XXXXXXXXXXXX85
Meals Expense -6.25 4,306.07
12/11/2020 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 201211
REF#0
Paypal Deposit in transit 459.48 4,765.55
Park Street Wine Cellars 11/30
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/12/2020 Check 1206 No Wust Fine Wine Imports Inv# 4108 Inventory Asset -636.00 4,129.55 12/12/2020 Check 1207 No Uline Inv# 1273176100 Postage & Delivery -79.76 4,049.79 12/12/2020 Check 1205 No Alameda Municipal Power AC# 32122-07 Utilities -145.78 3,904.01 12/12/2020 Check 1204 No EBMUD IMAGE CHECK #1204 Utilities -101.88 3,802.13 12/12/2020 Check 1202 No Alameda County Industries ACI - AC# 042292 Waste Disposal -67.59 3,734.54 12/12/2020 Check 1200 No FedEx IMAGE CHECK #1200 Postage & Delivery -152.54 3,582.00 12/12/2020 Check 1203 No Dept of ABC
Dept of Alcoholic Beverage
Control - License 608629 Business License & Permits -800.00 2,782.00 12/14/2020 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 201214
REF#0
Paypal Deposit in transit 137.09 2,919.09
12/14/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
201214 519701700128127
REF#0
Deposit in transit 205.09 3,124.18
12/14/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
201214 519701700128127
REF#0
Deposit in transit 2,569.67 5,693.85
12/14/2020 Expense No Fivestars Loyalty

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 490641 FIVESTARS
LOYALTY 860 57827 CA
XXXXXXXXXXXX8599
Advertising & Marketing -216.00 5,477.85
12/14/2020 Expense No Peet's Coffee

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216

PEETSCOFFEE MIGHTY LEAF
510 594 2 CA
XXXXXXXXXXXX85
Meals Expense -0.94 5,476.91
12/14/2020 Expense No Peet's Coffee

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216

PEETSCOFFEE MIGHTY LEAF
510 594 2 CA
XXXXXXXXXXXX85
Meals Expense -6.25 5,470.66
Park Street Wine Cellars 12/30
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/16/2020 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 201216
REF#0
Paypal Deposit in transit 111.53 5,582.19
12/17/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
201217 519701700128127
REF#0
Deposit in transit 1,197.54 6,779.73
12/17/2020 Check 1208 No Southern Glazers AC# 100572 Inventory Asset -1,205.00 5,574.73 12/18/2020 Expense No Peet's Coffee

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216

PEETSCOFFEE MIGHTY LEAF
510 594 2 CA
XXXXXXXXXXXX85
Meals Expense -1.00 5,573.73
12/18/2020 Expense No Peet's Coffee

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216

PEETSCOFFEE MIGHTY LEAF
510 594 2 CA
XXXXXXXXXXXX85
Meals Expense -7.90 5,565.83
12/18/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
201218 519701700128127
REF#0
Deposit in transit 640.74 6,206.57
12/18/2020 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 201218
REF#0
Paypal Deposit in transit 278.02 6,484.59
12/18/2020 Expense No Dell

PREAUTHORIZED DEBIT DELL

PREFERR PREAUTHORIZED

DEBIT DELL PREFERRED
SSSNENT 201218 REF#0
Computer & Internet Expense -119.00 6,365.59
12/21/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 MTOT DEP
201221 519701700128127
REF#0
Deposit in transit 835.23 7,200.82
Park Street Wine Cellars 13/30
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/21/2020 Expense No Peet's Coffee

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216

PEETSCOFFEE MIGHTY LEAF
510 594 2 CA
XXXXXXXXXXXX85
Meals Expense -1.00 7,199.82
12/21/2020 Expense No Peet's Coffee

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216

PEETSCOFFEE MIGHTY LEAF
510 594 2 CA
XXXXXXXXXXXX85
Meals Expense -7.20 7,192.62
12/21/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
201221 519701700128127
REF#0
Deposit in transit 1,148.51 8,341.13
12/21/2020 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 201221
REF#0
Paypal Deposit in transit 747.19 9,088.32
12/21/2020 Deposit No DEPOSIT REF#0 Cash on hand 33.00 9,121.32 12/21/2020 Deposit No DEPOSIT REF#0 Cash on hand 32.00 9,153.32 12/22/2020 Check 1209 No Atherton Wine Imports IMAGE CHECK #1209 Inventory Asset -705.00 8,448.32 12/22/2020 Check 1210 No Aps Wine & Spirits IMAGE CHECK #1210 Inventory Asset -547.00 7,901.32 12/22/2020 Check 1212 No FedEx IMAGE CHECK #1212 Postage & Delivery -323.49 7,577.83 12/22/2020 Check 1211 No Winebow CN0000311778 Inventory Asset -770.50 6,807.33 12/22/2020 Expense No Capital One

PREAUTHORIZED DEBIT

CAPITAL ONE

PREAUTHORIZED DEBIT

CAPITAL ONE CRCARDPMT
201221 3BBZD5TKKSOYWN0
REF#0
Credit Card - Massie -150.00 6,657.33
12/23/2020 Expense No Capital One

PREAUTHORIZED DEBIT

CAPITAL ONE

PREAUTHORIZED DEBIT

CAPITAL ONE CRCARDPMT
201222 3BC70TQ5Y0OHZ2L
REF#0
Credit Card - Massie -150.00 6,507.33
Park Street Wine Cellars 14/30
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/23/2020 Expense No Facebook

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 420429 FACEBK
GH6WZWS782 650 54348 CA
XXXXXXXXXXXX4724
Advertising & Marketing -12.94 6,494.39
12/23/2020 Expense No SK Accountancy

PREAUTHORIZED DEBIT SK

ACCOUNTAN

PREAUTHORIZED DEBIT SK

ACCOUNTANCY C SALE
201223 REF#0
Accounting Expense -445.00 6,049.39
12/23/2020 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 201223
REF#0
Paypal Deposit in transit 219.62 6,269.01
12/24/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
201224 519701700128127
REF#0
Deposit in transit 895.81 7,164.82
12/24/2020 Expense No Fidelity FPRS

PREAUTHORIZED DEBIT

FIDELITY FPR

PREAUTHORIZED DEBIT
FIDELITY FPRS 201224 REF#0 Loan Payable - Fidelity -198.02 6,966.80 12/28/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
201228 519701700128127
REF#0
Deposit in transit 712.46 7,679.26
12/28/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
201228 519701700128127
REF#0
Deposit in transit 1,237.30 8,916.56
12/28/2020 Expense No PayPal

PREAUTHORIZED DEBIT

PAYPAL ECHEC

PREAUTHORIZED DEBIT
PAYPAL ECHECK 201228
REF#0
Sales:Sales Disc/Returns -127.27 8,789.29
12/29/2020 Deposit No DEPOSIT REF#0 Shareholder Contribution 5,000.00 13,789.29 12/29/2020 Check 1214 No Kirkcrest Imports LWI46044 Legal & Professional Services -2,164.20 11,625.09 12/29/2020 Check 1213 No Uline 128076478 Postage & Delivery -79.76 11,545.33 Park Street Wine Cellars 15/30
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/29/2020 Deposit No CREDIT MEMO REF#0 Advertising & Marketing 12.94 11,558.27 12/30/2020 Expense No Peet's Coffee

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216

PEETSCOFFEE MIGHTY LEAF
510 594 2 CA
XXXXXXXXXXXX85
Meals Expense -1.08 11,557.19
12/30/2020 Expense No Peet's Coffee

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216

PEETSCOFFEE MIGHTY LEAF
510 594 2 CA
XXXXXXXXXXXX85
Meals Expense -7.20 11,549.99
12/31/2020 Expense No AMEX

PREAUTHORIZED DEBIT AMEX

EPAYMEN PREAUTHORIZED

DEBIT AMEX EPAYMENT ACH
PMT 201231 A6534 REF#0
Credit Card - Massie -350.00 11,199.99
12/31/2020 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 201231
REF#0
Paypal Deposit in transit 195.40 11,395.39
12/31/2020 Expense No Peet's Coffee

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216

PEETSCOFFEE MIGHTY LEAF
510 594 2 CA
XXXXXXXXXXXX85
Meals Expense -1.08 11,394.31
12/31/2020 Expense No Peet's Coffee

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216

PEETSCOFFEE MIGHTY LEAF
510 594 2 CA
XXXXXXXXXXXX85
Meals Expense -7.20 11,387.11
12/31/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 MTOT DEP
201231 519701700128127
REF#0
Deposit in transit 916.21 12,303.32
Total for Bank of Marin 8607 $6,318.52
Cash on hand
Park Street Wine Cellars 16/30
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance Beginning Balance 565.96
12/01/2020 Deposit No DEPOSIT REF#0 Bank of Marin 8607 -227.00 338.96 12/21/2020 Deposit No DEPOSIT REF#0 Bank of Marin 8607 -33.00 305.96 12/21/2020 Deposit No DEPOSIT REF#0 Bank of Marin 8607 -32.00 273.96 12/31/2020 Journal Entry Sales No Total Cash -Split- 64.73 338.69 Total for Cash on hand $ -227.27
Deposit in transit
Beginning Balance -56.02
12/03/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
201203 519701700128127
REF#0
Bank of Marin 8607 -93.25 -149.27
12/04/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
201204 519701700128127
REF#0
Bank of Marin 8607 -216.08 -365.35
12/07/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
201207 519701700128127
REF#0
Bank of Marin 8607 -153.54 -518.89
12/07/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
201207 519701700128127
REF#0
Bank of Marin 8607 -990.58 -1,509.47
12/10/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 MTOT DEP
201210 519701700128127
REF#0
Bank of Marin 8607 -2,600.28 -4,109.75
12/11/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 MTOT DEP
201211 519701700128127
REF#0
Bank of Marin 8607 -197.45 -4,307.20
Park Street Wine Cellars 17/30
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/14/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
201214 519701700128127
REF#0
Bank of Marin 8607 -205.09 -4,512.29
12/14/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
201214 519701700128127
REF#0
Bank of Marin 8607 -2,569.67 -7,081.96
12/17/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
201217 519701700128127
REF#0
Bank of Marin 8607 -1,197.54 -8,279.50
12/18/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
201218 519701700128127
REF#0
Bank of Marin 8607 -640.74 -8,920.24
12/21/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 MTOT DEP
201221 519701700128127
REF#0
Bank of Marin 8607 -835.23 -9,755.47
12/21/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
201221 519701700128127
REF#0
Bank of Marin 8607 -1,148.51 -10,903.98
12/24/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
201224 519701700128127
REF#0
Bank of Marin 8607 -895.81 -11,799.79
12/28/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
201228 519701700128127
REF#0
Bank of Marin 8607 -1,237.30 -13,037.09
Park Street Wine Cellars 18/30
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/28/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
201228 519701700128127
REF#0
Bank of Marin 8607 -712.46 -13,749.55
12/31/2020 Journal Entry Sales No Total Credit Card -Split- 16,124.91 2,375.36 12/31/2020 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 MTOT DEP
201231 519701700128127
REF#0
Bank of Marin 8607 -916.21 1,459.15
Total for Deposit in transit $1,515.17
Inventory Asset
Beginning Balance 43,793.28
12/12/2020 Check 1206 No Wust Fine Wine Imports Inv# 4108 Bank of Marin 8607 636.00 44,429.28 12/17/2020 Check 1208 No Southern Glazers AC# 100572 Bank of Marin 8607 1,205.00 45,634.28 12/22/2020 Check 1210 No Aps Wine & Spirits IMAGE CHECK #1210 Bank of Marin 8607 547.00 46,181.28 12/22/2020 Check 1211 No Winebow CN0000311778 Bank of Marin 8607 770.50 46,951.78 12/22/2020 Check 1209 No Atherton Wine Imports IMAGE CHECK #1209 Bank of Marin 8607 705.00 47,656.78 12/31/2020 Journal Entry Sales No Net Cogs -Split- -10,274.97 37,381.81 12/31/2020 Journal Entry Inventory Yes
To adjust ending inventory per
inventory report. -Split- -5,479.91 31,901.90
Total for Inventory Asset $ -11,891.38
Paypal Deposit in transit
Beginning Balance 21.00
12/04/2020 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 201204
REF#0
Bank of Marin 8607 -103.52 -82.52
12/11/2020 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 201211
REF#0
Bank of Marin 8607 -459.48 -542.00
12/14/2020 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 201214
REF#0
Bank of Marin 8607 -137.09 -679.09
Park Street Wine Cellars 19/30
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/16/2020 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 201216
REF#0
Bank of Marin 8607 -111.53 -790.62
12/18/2020 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 201218
REF#0
Bank of Marin 8607 -278.02 -1,068.64
12/21/2020 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 201221
REF#0
Bank of Marin 8607 -747.19 -1,815.83
12/23/2020 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 201223
REF#0
Bank of Marin 8607 -219.62 -2,035.45
12/31/2020 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 201231
REF#0
Bank of Marin 8607 -195.40 -2,230.85
12/31/2020 Journal Entry PayPal Sales No PayPal deposit -Split- 2,230.85 0.00 Total for Paypal Deposit in transit $ -21.00
Prepaid expenses
Beginning Balance 2,378.81
Total for Prepaid expenses
Leasehold Improvement
Beginning Balance 24,779.10
Total for Leasehold Improvement
Organization Cost
Beginning Balance 3,525.90
Total for Organization Cost
Start up Cost
Beginning Balance 23,400.99
Total for Start up Cost
Web Site
Park Street Wine Cellars 20/30
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance Beginning Balance 4,500.00
Total for Web Site
Credit Card - PayPal
Beginning Balance 1,022.84
12/08/2020 Expense No PayPal

PREAUTHORIZED DEBIT

PAYPAL INST

PREAUTHORIZED DEBIT
PAYPAL INST XFER 201208
REF#0
Bank of Marin 8607 -200.00 822.84
Total for Credit Card - PayPal $ -200.00
Credit Card - Massie
Beginning Balance 14,445.30
12/02/2020 Expense No Capital One

PREAUTHORIZED DEBIT

CAPITAL ONE

PREAUTHORIZED DEBIT

CAPITAL ONE CRCARDPMT
201201 3B7RHIBWPL09MLR
REF#0
Bank of Marin 8607 -200.00 14,245.30
12/03/2020 Expense No AMEX

PREAUTHORIZED DEBIT AMEX

EPAYMEN PREAUTHORIZED

DEBIT AMEX EPAYMENT ACH
PMT 201203 A1340 REF#0
Bank of Marin 8607 -250.00 13,995.30
12/07/2020 Expense No Capital One

PREAUTHORIZED DEBIT

CAPITAL ONE

PREAUTHORIZED DEBIT

CAPITAL ONE CRCARDPMT
201205 3B8LUZ1RTJPSFQG
REF#0
Bank of Marin 8607 -225.00 13,770.30
12/07/2020 Expense No Capital One

PREAUTHORIZED DEBIT

CAPITAL ONE

PREAUTHORIZED DEBIT

CAPITAL ONE CRCARDPMT
201205 3B8LTK5NNHLD7RL
REF#0
Bank of Marin 8607 -250.00 13,520.30
12/22/2020 Expense No Capital One

PREAUTHORIZED DEBIT

CAPITAL ONE

PREAUTHORIZED DEBIT

CAPITAL ONE CRCARDPMT
201221 3BBZD5TKKSOYWN0
REF#0
Bank of Marin 8607 -150.00 13,370.30
Park Street Wine Cellars 21/30
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/23/2020 Expense No Capital One

PREAUTHORIZED DEBIT

CAPITAL ONE

PREAUTHORIZED DEBIT

CAPITAL ONE CRCARDPMT
201222 3BC70TQ5Y0OHZ2L
REF#0
Bank of Marin 8607 -150.00 13,220.30
12/31/2020 Expense No AMEX

PREAUTHORIZED DEBIT AMEX

EPAYMEN PREAUTHORIZED

DEBIT AMEX EPAYMENT ACH
PMT 201231 A6534 REF#0
Bank of Marin 8607 -350.00 12,870.30
Total for Credit Card - Massie $ -1,575.00
Loan Payable - Fidelity
Beginning Balance 8,565.89
12/24/2020 Expense No Fidelity FPRS

PREAUTHORIZED DEBIT

FIDELITY FPR

PREAUTHORIZED DEBIT
FIDELITY FPRS 201224 REF#0 Bank of Marin 8607 -198.02 8,367.87 12/31/2020 Journal Entry Loan Interest No Fidelity Loan interest payment -Split- 49.97 8,417.84 Total for Loan Payable - Fidelity $ -148.05
Loan Payable - Upstart
Beginning Balance 24,343.84
12/09/2020 Expense No Upstart

PREAUTHORIZED DEBIT

UPSTART NETW

PREAUTHORIZED DEBIT

UPSTART NETWORK
MILLENNIUM FM 10495030
BORROW ER_PAYMT REF#0
Bank of Marin 8607 -646.22 23,697.62
12/31/2020 Journal Entry Loan Interest No Upstart Loan interest payment -Split- 211.31 23,908.93 Total for Loan Payable - Upstart $ -434.91
Sales Tax Payable
Beginning Balance 2,141.58
12/31/2020 Journal Entry PayPal Sales No PayPal sales tax -Split- 196.93 2,338.51 12/31/2020 Journal Entry Sales No
To take out the Paypal sales
included in store sales. -Split- -196.93 2,141.58
12/31/2020 Journal Entry Sales No Sales Taxes -Split- 1,604.62 3,746.20 Total for Sales Tax Payable $1,604.62
Shareholder Contribution
Beginning Balance 74,584.88
12/29/2020 Deposit No DEPOSIT REF#0 Bank of Marin 8607 5,000.00 79,584.88 Park Street Wine Cellars 22/30
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance Total for Shareholder Contribution $5,000.00
Sales
Beginning Balance 95,115.00
12/31/2020 Journal Entry Sales No Sales Dec 2020 -Split- 16,668.65 111,783.65 12/31/2020 Journal Entry Sales No
To take out the Paypal sales
included in store sales. -Split- -2,107.16 109,676.49
Total for Sales $14,561.49
Misc sales NT
Beginning Balance 3,740.27
12/31/2020 Journal Entry PayPal Sales No PayPal shipping -Split- 71.36 3,811.63 12/31/2020 Journal Entry Sales No miscellaneous non-taxable -Split- 340.00 4,151.63 Total for Misc sales NT $411.36
Sales Disc/Returns
Beginning Balance -3,124.68
12/28/2020 Expense No PayPal

PREAUTHORIZED DEBIT

PAYPAL ECHEC

PREAUTHORIZED DEBIT
PAYPAL ECHECK 201228
REF#0
Bank of Marin 8607 -127.27 -3,251.95
12/31/2020 Journal Entry Sales No Discount -Split- -119.54 -3,371.49 Total for Sales Disc/Returns $ -246.81
Total for Sales with sub-accounts $14,726.04
Sales online
Beginning Balance 24,235.71
12/31/2020 Journal Entry PayPal Sales No PayPal Sales Dec 2020 -Split- 2,035.80 26,271.51 Total for Sales online $2,035.80
Cost of Goods Sold
Beginning Balance 68,064.36
12/31/2020 Journal Entry Sales No Net Cogs -Split- 10,274.97 78,339.33 12/31/2020 Journal Entry Inventory Yes
To adjust ending inventory per
inventory report. -Split- 5,479.91 83,819.24
Total for Cost of Goods Sold $15,754.88
Accounting Expense
Beginning Balance 4,287.20
Park Street Wine Cellars 23/30
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/23/2020 Expense No SK Accountancy

PREAUTHORIZED DEBIT SK

ACCOUNTAN

PREAUTHORIZED DEBIT SK

ACCOUNTANCY C SALE
201223 REF#0
Bank of Marin 8607 445.00 4,732.20
Total for Accounting Expense $445.00
Advertising & Marketing
Beginning Balance 2,823.63
12/07/2020 Expense No Mailchimp

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 420429 MailChimp
Atlanta GA
XXXXXXXXXXXX8599
Bank of Marin 8607 14.99 2,838.62
12/14/2020 Expense No Fivestars Loyalty

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 490641 FIVESTARS
LOYALTY 860 57827 CA
XXXXXXXXXXXX8599
Bank of Marin 8607 216.00 3,054.62
12/23/2020 Expense No Facebook

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 420429 FACEBK
GH6WZWS782 650 54348 CA
XXXXXXXXXXXX4724
Bank of Marin 8607 12.94 3,067.56
12/29/2020 Deposit No CREDIT MEMO REF#0 Bank of Marin 8607 -12.94 3,054.62 Total for Advertising & Marketing $230.99
Auto Expense
Beginning Balance 258.65
Total for Auto Expense
Business License & Permits
Beginning Balance 319.00
12/12/2020 Check 1203 No Dept of ABC
Dept of Alcoholic Beverage
Control - License 608629 Bank of Marin 8607 800.00 1,119.00 Total for Business License & Permits $800.00
Computer & Internet Expense
Beginning Balance 1,314.90
Park Street Wine Cellars 24/30
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/07/2020 Expense No MonkeyBrains Net

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 449215

MONKEYBRAINS NET

HTTPSWWW CA
XXXXXXXXXXXX4724
Bank of Marin 8607 39.00 1,353.90
12/18/2020 Expense No Dell

PREAUTHORIZED DEBIT DELL

PREFERR PREAUTHORIZED

DEBIT DELL PREFERRED
SSSNENT 201218 REF#0
Bank of Marin 8607 119.00 1,472.90
Total for Computer & Internet Expense $158.00
Donation
Beginning Balance 80.00
Total for Donation
Dues & subscriptions
Beginning Balance 2,434.00
12/07/2020 Expense No Vinous

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 449215 VINOUS

COM WWW VINOU NY
XXXXXXXXXXXX4724
Bank of Marin 8607 200.00 2,634.00
12/08/2020 Expense No Wine Searcher Ltd

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 448131 WINE

SEARCHER AUCKLAND XX
XXXXXXXXXXXX8599
Bank of Marin 8607 110.00 2,744.00
Total for Dues & subscriptions $310.00
Equipment Expense
Beginning Balance 2,022.84
Total for Equipment Expense
Insurance
Beginning Balance 3,161.15
12/10/2020 Expense No Liberty Mutual

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216 LIBERTY
MUTUAL 866 290 2 NH
XXXXXXXXXXXX4724
Bank of Marin 8607 285.32 3,446.47
Park Street Wine Cellars 25/30
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance Total for Insurance $285.32
Interest Expense
Beginning Balance 3,156.93
12/31/2020 Journal Entry Loan Interest No Upstart Loan interest payment -Split- 211.31 3,368.24 12/31/2020 Journal Entry Loan Interest No Fidelity Loan interest payment -Split- 49.97 3,418.21 Total for Interest Expense $261.28
Legal & Professional Services
Beginning Balance 3,180.00
12/29/2020 Check 1214 No Kirkcrest Imports Business services, not inventory Bank of Marin 8607 2,164.20 5,344.20 Total for Legal & Professional Services $2,164.20
Meals Expense
Beginning Balance 810.13
12/02/2020 Expense No

POS PURCHASE POS

PURCHASE TERMIN POS

PURCHASE POS PURCHASE
TERMINAL 77827301 SQ
*HOMESKILLET ALAMEDA CA
XXXXXXXXXXXX8599 REF#0
Bank of Marin 8607 8.80 818.93
12/07/2020 Expense No Caviar

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 449215 CAVIAR

HOMESKILLET WWW DOORD
CA XXXXXXXXXXXX4724
Bank of Marin 8607 26.41 845.34
12/07/2020 Expense No Alameda Cinema Grill

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 401339 ALAMEDA

CINEMA GRI LL ALAMEDA CA
XXXXXXXXXXXX8599
Bank of Marin 8607 25.95 871.29
12/11/2020 Expense No Peet's Coffee

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216

PEETSCOFFEE MIGHTY LEAF
510 594 2 CA
XXXXXXXXXXXX85
Bank of Marin 8607 6.25 877.54
Park Street Wine Cellars 26/30
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/11/2020 Expense No Peet's Coffee

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216

PEETSCOFFEE MIGHTY LEAF
510 594 2 CA
XXXXXXXXXXXX85
Bank of Marin 8607 0.75 878.29
12/14/2020 Expense No Peet's Coffee

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216

PEETSCOFFEE MIGHTY LEAF
510 594 2 CA
XXXXXXXXXXXX85
Bank of Marin 8607 0.94 879.23
12/14/2020 Expense No Peet's Coffee

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216

PEETSCOFFEE MIGHTY LEAF
510 594 2 CA
XXXXXXXXXXXX85
Bank of Marin 8607 6.25 885.48
12/18/2020 Expense No Peet's Coffee

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216

PEETSCOFFEE MIGHTY LEAF
510 594 2 CA
XXXXXXXXXXXX85
Bank of Marin 8607 1.00 886.48
12/18/2020 Expense No Peet's Coffee

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216

PEETSCOFFEE MIGHTY LEAF
510 594 2 CA
XXXXXXXXXXXX85
Bank of Marin 8607 7.90 894.38
12/21/2020 Expense No Peet's Coffee

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216

PEETSCOFFEE MIGHTY LEAF
510 594 2 CA
XXXXXXXXXXXX85
Bank of Marin 8607 1.00 895.38
Park Street Wine Cellars 27/30
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/21/2020 Expense No Peet's Coffee

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216

PEETSCOFFEE MIGHTY LEAF
510 594 2 CA
XXXXXXXXXXXX85
Bank of Marin 8607 7.20 902.58
12/30/2020 Expense No Peet's Coffee

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216

PEETSCOFFEE MIGHTY LEAF
510 594 2 CA
XXXXXXXXXXXX85
Bank of Marin 8607 1.08 903.66
12/30/2020 Expense No Peet's Coffee

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216

PEETSCOFFEE MIGHTY LEAF
510 594 2 CA
XXXXXXXXXXXX85
Bank of Marin 8607 7.20 910.86
12/31/2020 Expense No Peet's Coffee

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216

PEETSCOFFEE MIGHTY LEAF
510 594 2 CA
XXXXXXXXXXXX85
Bank of Marin 8607 1.08 911.94
12/31/2020 Expense No Peet's Coffee

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216

PEETSCOFFEE MIGHTY LEAF
510 594 2 CA
XXXXXXXXXXXX85
Bank of Marin 8607 7.20 919.14
Total for Meals Expense $109.01
Merchant Expense
Beginning Balance 5,874.55
12/02/2020 Expense No Bankcard MTOT

PREAUTHORIZED DEBIT
BANKCARD 186

PREAUTHORIZED DEBIT
BANKCARD 1869 MTOT DISC
201202 519701700128127
REF#0
Bank of Marin 8607 265.15 6,139.70
Park Street Wine Cellars 28/30
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/10/2020 Expense No Shopkeep

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469029 SHOPKEEP
COM INC 800 820 9 NY
XXXXXXXXXXXX8599
Bank of Marin 8607 218.00 6,357.70
12/31/2020 Journal Entry PayPal Sales No PayPal fees -Split- 73.24 6,430.94 Total for Merchant Expense $556.39
Misc Expense
Beginning Balance 6.26
Total for Misc Expense
Office Expense
Beginning Balance 138.54
Total for Office Expense
Parking & Toll
Beginning Balance 4.25
Total for Parking & Toll
Payroll Expense
Beginning Balance 7,228.46
Total for Payroll Expense
Payroll Tax Expense
Beginning Balance 838.44
Total for Payroll Tax Expense
Postage & Delivery
Beginning Balance 7,349.91
12/12/2020 Check 1207 No Uline Inv# 1273176100 Bank of Marin 8607 79.76 7,429.67 12/12/2020 Check 1200 No FedEx IMAGE CHECK #1200 Bank of Marin 8607 152.54 7,582.21 12/22/2020 Check 1212 No FedEx IMAGE CHECK #1212 Bank of Marin 8607 323.49 7,905.70 12/29/2020 Check 1213 No Uline 128076478 Bank of Marin 8607 79.76 7,985.46 Total for Postage & Delivery $635.55
Property Tax
Beginning Balance 1,588.92
Total for Property Tax
Rent & Lease
Park Street Wine Cellars 29/30
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance Beginning Balance 15,341.29
12/01/2020 Check 1199 No City of Alameda December Rent Bank of Marin 8607 2,765.00 18,106.29 Total for Rent & Lease $2,765.00
Repairs & Maintenance
Beginning Balance 263.90
Total for Repairs & Maintenance
Security Expense
Beginning Balance 120.00
Total for Security Expense
Software and Apps
Beginning Balance 1,007.68
12/03/2020 Expense No McAfee

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469216 MCAFEE
WWW MCAFEE COM 866 622 3
TX XXXXXXXXXXXX8599
Bank of Marin 8607 49.99 1,057.67
12/07/2020 Expense No Adobe

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 443106 ADOBE
ACROPRO SUBS 408 536 6 CA
XXXXXXXXXXXX8599
Bank of Marin 8607 14.99 1,072.66
12/10/2020 Expense No Mocreate

PREAUTHORIZED DEBIT

MOCREATE SAL

PREAUTHORIZED DEBIT
MOCREATE SALE 201210
REF#0
Bank of Marin 8607 93.75 1,166.41
Total for Software and Apps $158.73
State Taxes
Beginning Balance 800.00
Total for State Taxes
Supplies
Beginning Balance 1,826.76
Park Street Wine Cellars 30/30
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/04/2020 Expense No Office Max

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 319225 OFFICE
MAX/OFFI 21 60 OTIALAMEDA
CA XXXXXXXXXXXX472
Bank of Marin 8607 27.43 1,854.19
12/09/2020 Expense No Paper Mart

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 443106 PAPER
MART 714787490 CA
XXXXXXXXXXXX4724
Bank of Marin 8607 337.43 2,191.62
Total for Supplies $364.86
Tariffs & Fees
Beginning Balance 991.26
Total for Tariffs & Fees
Utilities
Beginning Balance 2,217.36
12/12/2020 Check 1204 No EBMUD IMAGE CHECK #1204 Bank of Marin 8607 101.88 2,319.24 12/12/2020 Check 1205 No Alameda Municipal Power AC# 32122-07 Bank of Marin 8607 145.78 2,465.02 Total for Utilities $247.66
Waste Disposal
Beginning Balance 666.44
12/12/2020 Check 1202 No Alameda County Industries ACI - AC# 042292 Bank of Marin 8607 67.59 734.03 Total for Waste Disposal $67.59
Other Income
Beginning Balance 2,000.00
Total for Other Income
CITA\51417\2125222.2

LEASE AGREEMENT

BY AND BETWEEN

C ITY OF ALAME DA,
a charte r city and municipal corporat ion

AS LANDLORD
and
PARK STREET WINE CELLARS, INC.
a Califomia corporation

AS TENANT
23 15 CENTRAL AVE., SUITE 122

ORIGINAL
t ; ·.,_ ) ,' "-,
, . , ~- ~' /

TABLE OF CONTENTS

1. DEMISE ................................................................................................................................ 1

2. PREMISES ............................................................................................................................. 1

2.1 Premises ................................................................................................................... I

2.2 Common Areas ........................................................................................................ 1

2.3 Possession ................................................................................................................ 1

2.4 Landlord's Reserved Rights ..................................................................................... 2

3. TERM ................................................................................................................................... 2 - ~

3.1 Tenn .................................. ,, .. , ............ , ..................................................................... i

3.2 {Intentionally Omitted) ...................................... , .................................................... 2

3.3 Option to Renew ................. ; .. , .................................................................................. 2

4. RENT; .................................................................................................................................. .4

4.1 Base Rent ................................................................................................................ .4

4.2 Additional Rent ......................... ::.: .. ' .............. : .. : ..... '. ................................................. 5 4 .3 Late Charge .............................................................................................................. 5

4.4 Interest.. ................................. : .................................................................................. 5

5. OPERATING EXPENSES AND TAXES .................................................................................... 5

5.1 Definitions ........................ , ............................. , ......................................................... 5 5 .2 Determination and Payment of Operating Expenses and Taxes .............................. 7

6. USE; COMPLIANCE WITH LAWS .......................................................................................... 7

6.1 Use ........................................................................................................................... 7

6.2 No Objectionable Odors, Fumes, Vapors or Gasses ................................................ 8

6.3 . Covenant to Operate .............................................. Error! Bookmark not defined.

6.4 Compliance with Laws ............................................................................................ 8

6.5 Use Permit. .............................................................................. : ................................. 8

7. SECURITY DEPOSIT ............... ; ............................................................................................. 8

8. UTILITIES ..................................................................... ; ........................... 1;1'.~'·''.""'""'"'"""'9

8.1 Payments for Utilities and Services ................................. , ........... ;, ........................... 9

8.2 No Liability ofLandlord .............................................. , ... ,,.:· ............................. , ....... 9

9. PERSONAL PROPERTY AND POSSESSORY INTEREST TAXES .................. ; .................... : ...... 9

9.1 Tenant's Tax Obligation .......................................................................................... 9 CITA\51417\2125222.2

TABLE OF CONTENTS
(CONTINUED)
9 .2 Personal Prope1iy Taxes ........................................................................................ 10

9.3 Possessory Interest Taxes ...................................................................................... 10 9 .4 Payment.. ................................................................................................................ 1 O

10. ALTERATIONS . ................................................................................................................... 10

10.1 Landlord Consent Required ................................................................................... 1 O

10.2 Alterations .............................................................................................................. 1 O

10.3 Excavations ............................................................................................................ 12

10.4 Liens ....................................................................................................................... 12

11. MAINTENANCE AND REP AIR OF PREMISES ....................................................................... 12

11.1 Maintenance and Repair by Tenant ....................................................................... 12

11.2 Maintenance and Repair by Landlord .................................................................... 13

12. ENVIRONMENTAL PROTECTION PROVISIONS •................................................................. 14

12.1 Hazardous Materials .............................................................................................. 14

12.2 Rep01iable Uses Required Consent ....................................................................... 14

12.3 Remediation Obligations ....................................................................................... 15

12.4 Environmental Perrnits ........................................................................................... 15

12.5 Landlord's Inspection Right .................................................................................. 16

12.6 Hazardous Materials Handling Plan ...................................................................... 16

12. 7 Hazardous Materials Indernni ty ............................................................................. 1 7

13. ASSIGNMENT AND SUBLETTING •....................................................................................... 17 13 .1 Landlord Consent Required ................................................................................... 17

13.2 Landlord Recapture ................................................................................................ 17

13.3 Reasonable Consent ............................................................................................... 17

13.4 Transfer Premium .................................................................................................. 18

13.5 Tenant Affiliates .................................................................................................... 18

13.6 No Release ............................................................................................................. 19

13.7 Expenses and Attorneys' Fees ............................................................................... 19

13.8 Limitations on Transfer Reasonable ...................................................................... 19

14. INDEMNITY AND WAIVER OF CLAIMS •............................................................................. 19

14.1 Tenant Indemnification .......................................................................................... 19 CITA \51417\2125222.2 ii

TABLE OF CONTENTS
(CONTINUED)

14.2 Waiver of Claims ................................................................................................... 20

14.3 Survival/No Impai1ment ........................................................................................ 20

15. INSURANCE . ••.•••••••...••...•..•.•••••••••••.•••••••.•••.•••••••••..••••.••.•.••...••••••••..•.••.•••••.•••.••••.•.•.•••.•••...•• 20

15. l Tenant's Insurance ................................................................................................ .20

15.2 Requirements For All Policies ............................................................................... 22 15 .3 Ce1tificates of Insurance ........................................................................................ 22

15.4 Landlord's Insurance ............................................................................................. 22

16. DAMAGE OR DESTRUCTION . ............................................................................................. 22

17. CONDEMNATION ................................................................................................................ 22

18. DEFAULT ............................................................................................................................ 23

18. l Events of Default ................................................................................................... 23

18.2 Remedies ................................................................................................................ 24

18.3 No Waiver .............................................................................................................. 25

18.4 Waiver of Redemption, Reinstatement, or Restoration ........ , ................................ 25

18.5 Remedies Cumulative ............................................................................................ 25

18.6 Landlord's Right to Perform Tenant's Obligations ............................................... 26

18. 7 Severability ............................................................................................................ 26

19. LIMITATION OF LIABILITY ................................................................................................ 26

20. SURRENDER OF PREMISES ................................................................................................. 26

21. HOLDING OVER ................................................................................................................. 27

22. MORTGAGES ...................................................................................................................... 27

22.1 Subordination to Mortgages ................................................................................... 27

22.2 M01tgage Protection ............................................................................................... 27

23. TENANT'S ESTOPPEL CERTIFICATE ................................................................................. 28

24. {INTENTIONALLY OMITTED} ............................................................................................ 28

25. NOTICE .............................................................................................................................. 28

26. LABOR PROVISIONS ........................................................................................................... 28

26.1 Equal Opportunity ................................................................................................. .28

26.2 Convict Labor ........................................................................................................ 29

26.3 Prevailing Wages and Related Requirements ........................................................ 29 CIT A\51417\2125222.2 iii

TABLE OF CONTENTS
(CONTINUED)
PAGE

27. MISCELLANEOUS ............................................................................................................... 30

27.1 Governing Law ...................................................................................................... 30

27.2 Severability ............................................................................................................ 30

27.3 Attorneys' Fees ...................................................................................................... 30

27.4 Force Majeure ........................................................................................................ 30

27.5 Sale ......................................................................................................................... 30

27.6 Signs ....................................................................................................................... 30

27.7 Brokers ................................................................................................................... 31

27.8 Access by Landlord ................................................................................................ 31

27.9 Waiver of Right to Jury Trial. ................................................................................ 31

27.10 Recordation ............................................................................................................ 32

27.11 Article and Section Titles ....................................................................................... 32

27.12 Authority ................................................................................................................ 32

27.13 Quiet Possession .................................................................................................... 32

27.14 Guaranty ................................................................................................................. 32

27.15 OFAC Certification ................................................................................................ 32

27.16 Cetiified Access Specialist Disclosure .................................................................. 33

27.17 Time of the Essence ............................................................................................... 33

27.18 EntireAgreement ................................................................................................... 33

27.19 Financial Statement.. .............................................................................................. 33

27.20 Relocation Benefits ................................................................................................ 33

27.21 Counterparts ........................................................................................................... 33 CITA\51417\2125222.2 iv

INDEX OF EXHIBITS
Exhibit

A PREMISES

B COMMENCEMENT LETTER

C RENEW AL NOTICE

D GUARANTY
CITA\5141712125222.2 v

LEASE AGREEMENT

BASIC LEASE INFO RMATIO N
-· I L _ . 7.f
Lease Date: UC'CLI r.I LA'
Dated as of~_, 2019 for reference purposes only
Landlord: City of Alameda,
a charter city and municipal corporation
Landlord's Address: City of Alameda
Alamed a City Hall
2263 Santa Clara Ave
Alameda , CA 94501
Tel: (510) 748-4509
Attn : City Manager
Notice Copy to:

RiverRo ck Real Estate Group, Inc., as Agent for
City of Alameda
950 W. Mall Squar e, suite 239
Alameda , CA 94501
Tel: (510) 749-0304
Tenant: Park Street Wine Cellars, Inc.

Tenant' s Address: 2315 Central A venue, Suite 122
Alameda , CA 94501
Tel: (832) 465-4342
Premises: Those ce1iain premises known as 2315 Central A venue, Suite 122, Alameda, CA, containing approximately 700 square feet as depict ed in Exhibit A
Building: Histmic Alameda Theatre Building
Length of Term: Sixty-six ( 66) Months
Estimated Commencement Date:

October 1, 2019
Estimated Expiration Date: March 31, 2025
Extension Option: One (1) option to extend the Te1m for a period of five (5) years CIT A\51417\2125222.2 VI
Base Rent: Months Monthly Base Rent
1 - 6 $ 0.00
7-18 $ 2,765.00
19-30 $ 2,847.95
31-42 $ 2,933.39
43-54 $ 3,021.39
55-66 $ 3,112.03
* Subject to abatement pursuant to Section 4.l(b)
Taxes and Utilities: Tenant shall pay all costs for services and utilities to the Premises, as defined in the Lease. Tenant shall pay all taxes (including possessory interest taxes) levied on or against the Premises or its personal property.

Tenant's Share: 2%
Security Deposit: $3.021.39
Permitted Use: The Premises shall be used for a retail wine shop Guarantors: Clu1stopher C. Massie and Theresa Massie
Brokers: Cushman & Wakefield (Landlord Broker); Berkshire Hathaway Drysdale Prope1ties (Tenant Broker)

LEASE AGREEMENT
THIS LEASE AGREEMENT is made and entered into by and between CITY OF ALAMEDA, a charter city and municipal corporation ("Landlord") and Park Street Wine Cellars, Inc., a California corporation ("Tenant"). The Basic Lease Information, the Exhibits and this Lease Agreement are and shall be construed as a single instrument and are refeffed to herein as the "Lease".

1. DEMISE.

In consideration for the rents and all other charges and payments payable by Tenant, and for the agreements, te1ms and conditions to be performed by Tenant in this Lease, and subject to City Council approval, Landlord does hereby lease to Tenant and Tenant does hereby hire and take from Landlord, the Premises desclibed below, upon the agreements, terms and conditions of this Lease for the Te1m hereinafter stated.

2. PREMISES.

2.1 Premises. For and in consideration of the Payment of Rent (as defined in Aliicle 4) and the perfmmance of all of the covenants and conditions of this Lease, Landlord hereby leases and demises to Tenant, and Tenant hereby lease from Landlord, the Premises specified in the Basic Lease Information.

2.2 Common Ai·eas. In addition to the Premises, Tenant shall have the non-exclusive right, in common with all other paities occupying the Building, to use the areas designated by Landlord as depicted in Exhibit A (the "Common Areas"). The use of the Common A.J·eas shall be for the non-exclusive use of Tenant and Tenant's employees, agents, suppliers, customers and patrons, in common with Landlord and all other tenants of the Building and such other persons to whom Landlord has previously granted, or may hereinafter grant, lights of usage. Tenant shall not be entitled to use the Common Areas for storage of goods, vehicles, refuse or any other items. Landlord reserves the light to alter, modify, enlarge, diminish, reduce or eliminate the Common A.J·eas from time to time in its sole discretion. If Tenant shall use any of the Common Areas for storage of any items, Tenant shall pay all fines and other charges imposed upon either Landlord or Tenant by any fire, building or other regulatory body, and Tenant shall pay all costs incuffed by Landlord to clear that portion of the Common Ai·eas so used by Tenant and dispose of such items.

2.3 Possession. Tenant accepts the Premises in "AS IS" "WITH ALL FAULTS" condition and configuration without any representations or waffanties by Landlord, and subject to all matters of record and all applicable laws, ordinances, rules and regulations, with no obligation of Landlord to make alterations or improvements to the Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or waffanty with respect to the suitability of the Premises or Building for the conduct of Tenant's business and that Tenant has conducted its our due diligence inspections of the Premises to deteffnine its suitability. Landlord shall not be liable for any latent or patent defects in the Building or Premises. Tenant shall be responsible for requesting an inspection and obtaining a Certificate of Occupancy from the City of Alameda. This shall include, but is not limited to any CIT A \51417\2125222.2 1
necessary fire sprinkler upgrades, electrical service upgrades, compliance with the ADA (as defined at Section 6.2 below), and any other requirements mandated by the Cetiificate of Occupancy inspection.

2.4 Landlord's Reserved Rights. Landlord herehy reserves the right, and at any time and from time to time, without the same constituting an actual or constmctive eviction, to make alterations, additions, repairs, improvements to or in all or any patt of the Building or Common Areas within and around the Building and to change the anangement and/or location of entrances or passageways, doors and doorways, corridors, elevators, stairs, toilets and other public patts of the Building. Without limiting the foregoing, Landlord resetves the right from time to time to install, use, maintain, repair, relocate and replace pipes, ducts, conduits, wires, meters and equipment for services to the Premises or other part of the Building which are above the ceiling surfaces, below the floor sutfaces, within the walls and in the central core areas of the Building which are located within the Premises or located elsewhere in the Building. In connection with any of the foregoing activities, Landlord shall use reasonable efforts to minimize any interference with Tenant's use of the Premises and shall not, without the prior written approval of Tenant, (a) matetially change the location, size or configuration of the Premises; or (b) do anything which would have a material and adverse effect on access to the Premises, or ingress and egress to the Premises. No rights to any view or to light or air over any propetty, whether belonging to Landlord or any other person, are granted to Tenant by this Lease.

3. TERM.

3.1 Tetm. The tetm of this Lease ("Term") shall be for the period specified in the Basic Lease lnfotmation, commencing on the later of(a) the Estimated Commencement Date or (b) one (1) day after this Lease has been approved by the City Council, at its sole and absolute discretion, the date of which approval shall be deemed to be the effective date of an ordinance approving this Lease as required by the City Charter ("Commencement Date"). This Lease shall terminate at midnight on the last day of the Sixty-sixth (66th) full calendar month following the Commencement Date ("Expiration Date"), unless sooner terminated or extended as hereinafter provided. Promptly following the Commencement Date, Landlord and Tenant shall enter into a letter agreement substantially in the form attached hereto as Exhibit B, specifying and confnming the Commencement Date and the Expiration Date; if Tenant fails to execute and deliver such letter agreement to Landlord within ten (! 0) business days after Landlord's delivery of the same to Tenant, said letter agreement as completed by Landlord will be deemed fmal and binding upon Tenant.
3 .2 {Intentionally Omitted}

3.3 Option to Renew.
(a) Renewal Options. Tenant shall have one(!) option to extend the Term (a "Renewal Option") for a period of five (5) years ("Renewal Term"). The Renewal Option may be exercised only by the entity identified as the Tenant in the Basic Lease Infotmation or an assignee that is a Tenant Affiliate and may not be exercised by any other sublessee or assignee or by any other successor or assign. The Renewal Option shall be effective only if Tenant is not in Default under this Lease, either at the time of exercise of the Renewal CIT A \5 l 417'2125222.2 2
Option or the time of commencement of the Renewal Term. Tenant shall exercise its Renewal Option, if at all, by written notice ("Election Notice") from Tenant to Landlord, in a form substantially the same as Exhibit C, given not more than twelve (12) months nor less than six (6) months prior to expiration of the initial Term. Any such notice given by Tenant to Landlord shall be il1'evocable. If Tenant fails to exercise the Renewal Option in a timely manner as provided for above, said Renewal Option shall be void.
(b) Tem1s and Conditions. If Tenant exercises the Renewal Option, the Te1m shall be extended for an additional period of five (5) years upon the same terms and conditions as the initial Te1m except that (i) there shall be no further Renewal Options available to Tenant at the expiration of the Renewal Te1m, (ii) Tenant shall continue to occupy the Premises in its "as-is" condition without any tenant improvement allowance from Landlord, and (iii) the Base Rent during the Renewal Tenn (the "Renewal Rate") shall be an amount equal to the greater of (A) the "Fair Market Rent" prevailing at the commencement of said Renewal Te1m or (B) the Base Rent in effect at the end of the initial Te1m.

Tenant shall be responsible for all brokerage costs and/or finder's fees associated with Tenant's exercise of the Renewal Option made by pa1ties claiming through Tenant.

Landlord shall be responsible for all brokerage costs and/or fmder fees associated with Tenant's exercise of the Renewal Options made by parties claiming tln·ough Landlord. (c) Renewal Rate. For purposes of this Section 3.3, "Fair Market Rent" means the prevailing rental rate per square foot then being obtained by landlords for comparable buildings or spaces located in the City of Alameda, taking into account (in either case) applicable base years, tenant iniprovement allowances, free rent periods and other tenant concessions, existing improvements and configuration of the space, any additional rent and all other payments and escalations payable hereunder and by tenants under leases of such comparable spaces as determined by the following process:
(i) Within thirty (30) days after Landlord's receipt of an Election Notice or as soon as thereafter as is reasonably practicable, Landlord shall notify Tenant in writing of the Renewal Rate ("Renewal Rate Notice"). (ii) Tenant shall have twenty (20) days ("Response
Period") after receipt of the Renewal Rate Notice to advise Landlord whether or not Tenant agrees with Landlord's determination of the Renewal Rate. If Tenant does not respond to Landlord in writing within the Response Period, then Tenant shall be deemed to have accepted the Renewal Rate specified by Landlord in the Renewal Rate Notice. If Tenant agrees or is deemed to have agreed with Landlord's dete1mination of the Renewal Rate, then such dete1mination shall be final and binding on the parties. (iii) If Tenant notifies Landlord in writing during the Response Period that Tenant disagrees with Landlord's dete1mination of the Renewal Rate, then within twenty (20) days after Landlord's receipt of Tenant's written notice, Landlord and Tenant shall each retain a licensed commercial real estate broker with at least five ( 5) years' experience negotiating commercial lease transactions in the cities of Alameda and Oakland, California and Fair Market Rent shall be deteffi!ined as follows:

CITA\51417\2125222.2 3
A If only one broker is appointed by the parties
during such period, then said broker shall, within twenty (20) days after his or her appointment, determine the Fair Market Rent.

B. If Landlord and Tenant each appoint a
broker during such period, then the brokers shall meet and confer during the thi1ty (30) day pe1iod conunencing on the date on which the last of the brokers has been appointed ("Broker Negotiation Period") to attempt to mutually agree upon Fair Market Rent.

C. If the brokers cannot agree upon Fair Market
Rent as of the expiration of the Broker Negotiation Period, the two brokers shall, within twenty (20) days thereafter, attempt to select a third broker meeting the qualifications stated in this Section.

D. If the two brokers are unable to agree on the
third broker, either Landlord or Tenant, by giving fifteen (15) days written notice to the other patty, can apply to then Presiding Judge of the Superior Co mt of Alameda County for the selection of a third broker who meets the qualifications stated in this paragraph.

E. Landlord and Tenant shall each bear one
half (1/2) cost of appointing the third broker and paying the third broker's fees.

F. The third broker, however selected, shall be
a person who has not previously acted in any capacity for either Landlord or Tenant. The third broker shall, within twenty (20) days after his or her appointment, make a determination of Fair Market Rent. The detenninations of Fair Market Rent prepared by all tln·ee (3) brokers shall be compared and the Renewal Rent Rate shall be whichever of the determinations by Landlord broker or Tenant's broker is closer to the determination of the third broker (and if they are equally close, the Renewal Rate shall be the determination of the third broker). Such dete1mination shall be final and binding upon the parties. Promptly following determination of a Renewal Rate pursuant to this Section, the parties shall execute an amendment to this Lease memorializing such Renewal Rate.
( d) Month Base Rent Increase. After the Renewal Rate has been determined for the first year of the Renewal Tenn, the Monthly Base Rent for the Premises shall increase at the annual rate oftln·ee percent (3%) throughout said Renewal Te1m.

4. RENT.

4.1 Base Rent.
(a) Generally. From and after the Commencement Date,
Tenant shall pay to Landlord, in advance of the first day of each calendar month, without any setoff or deduction and without further notice or demand, the monthly installments of rent specified in the Basic Lease Information ("Base Rent"). One full installment of Monthly Base Rent shall be due and payable on the date of execution of this Lease by Tenant and shall be applied to the first full calendar month for which Monthly Base Rent is due. If the Commencement Date should be on a date other than the first day of a calendar month, the CITA\5141712125222.2 4
Monthly Base Rent installment paid for any fractional month during the Term shall be prorated based upon a thirty (30) day calendar month. Upon execution of this Lease, Tenant shall also pay to Landlord the amount of the Security Deposit as specified in the Basic Lease Information. (b) Abatement. Notwithstanding anything in this Atiicle 4 to the contrary, so long as Tenant is not in Default hereunder, Tenant shall be entitled to an abatement of Base Rent for the first six (6) full calendar months of the Te1m (the "Abatement Period"). The total amount of Base Rent abated dming the Abatement Period is refeJTed to herein as the "Abated Base Rent". If Tenant is in Default hereunder at any time during the Te1m, (i) all previously Abated Base Rent shall inunediately become due and payable and (ii) if such Default occurs prior to the expiration of the Abatement Period, there shall be no fmiher abatement of Base Rent pursuant to this Section 4.l(b). The payment by Tenant of the Abated Base Rent in the event of a Default shall not limit or affect any of Landlord's rights pursuant to this Lease or at law or in equity.

4.2 Additional Rent. As used in this Lease, the term "Additional Rent" shall mean all sums of money, other than Base Rent, that are due and payable by Tenant under the terms of this Lease including, but not limited to, Tenant's share of Utilities in accordance with A1iicle 8 of this Lease. The term "Rent," as used herein, shall mean all Base Rent, Additional Rent and all other amounts payable hereunder from Tenant to Landlord. Unless othe1wise specified herein, all items of Rent other than Base Rent shall be due and payable by Tenant on or before the date that is thirty (30) days after billing by Landlord.

4.3 Late Charge. Other remedies for non-payment of Rent notwithstanding, if any Monthly Base Rent installment or Additional Rent is not received by Landlord on or before the fifth (5th) day following the due date, or any payment due Landlord by Tenant which does not have a scheduled date is not received by Landlord on or before the thirtieth (30th) day following the date Tenant was invoiced for such charge, a late charge of five percent (5%) of such past due amount shall be inunediately due and payable as Additional Rent.

4.4 Interest. Any installment of Rent and any other sum due from Tenant under this Lease which is not received by Landlord within five (5) days from when the same is due shall bear interest from the date such payment was originally due under this Lease until paid at the lesser of: (a) an annual rate equal to the maximum rate of interest permitted by law, or (b) ten percent (I 0%) per annum. Payment of such interest shall not excuse or cure any Default by Tenant.

5. OPERATING EXPENSES AND TAXES.

5.1 Definitions. For purposes of this Article 5, the following terms shall have the meanings hereinafter set fo1ih:
(a) Tenant's Share shall mean the percentage figure so
specified in the Basic Lease Information. The rentable area of the Premises specified in the Basic Lease Info1mation is conclusive and binding upon Tenant. Tenant's Share has been computed by dividing the rentable area of the Premises by the total rentable area of the Building.

In the event that either the rentable area of the Premises or the total rentable area of the Building CITA\5141712125222.2 5
is changed or remeasured by Landlord (which Landlord shall have the right to do from time to time), Tenant's Share and the rentable area of the Premises and Building will be appropriately adjusted; and, as to the Tax and Expense Year in which such change occurs, for purposes of this Alticle 5, Tenant's Share shall be determined on the basis of the number of days during such Tax and Expense Year that each such percentage is applicable. (b) Tax and Expense Year shall mean each twelve (12)
consecutive month period commencing July 1st and ending on June 30th of each year or partial year during the Te1m, provided that Landlord, upon notice to Tenant, may change the Tax and Expense Year from time to time (but not more frequently than once in any twelve (12) month period) to any other twelve (12) consecutive month period and, in the event of any such change, Tenant's Share of Taxes and Expenses shall be equitably adjusted for the Tax and Expense Years involved in any such change.
(c) Taxes shall mean all taxes, assessments, fees, impositions, assessments and charges levied (if at all) upon or with respect to the Building or Common Areas, any personal prope1ty of Landlord used in the operation of the Building, Common Areas or Landlord's interest in the Building or Common Areas or Land, other than Personal Prope1ty Taxes or Possessory Interest Taxes which are the subject of Alticle 9. Taxes shall include, without limitation and whether now existing or hereafter enacted or imposed, all general real prope1ty taxes, all general and special bonds and assessments, all charges, fees and levies for or with respect to transit (including any fees levied pursuant to a transportation demand management plan), housing, police, fire, flood control, infrastructure, or other governmental or quasi-governmental services or purported benefits to or burdens attributable to the Land or Building or any occupants thereof, all service payments in lieu of taxes, and any tax, fee or excise on the act of entering into this Lease or any other lease of space in the Building or any occupants thereof, on the use or occupancy of the Building, on the rent payable under any lease or in connection with the business ofrenting space in the Building, that are now or hereafter levied or assessed against Landlord or the Building by the United States of America, the State of California, the City of Alameda, or any other political or public entity, and shall also include any other tax, fee or other excise, however described, that may now or hereafter be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Taxes, whether or not now customary or in the contemplation of the pa1ties on the date of this Lease. Notwithstanding the foregoing, in the event Landlord has the right to elect to have assessments amortized over different time periods, Landlord will elect (or will charge such assessment through to Tenant as if Landlord had so elected) to have such assessment ammtized over the longest period pe1mitted by the assessing authority, and only the amo1tized portion of such assessment (with interest at the lesser of the actual interest rate paid by Landlord or the then maximum rate of interest not prohibited or made usurious by Law) shall be included in Taxes on an annual basis. Taxes shall not include any franchise, transfer or inheritance or capital stock taxes, or any income taxes measured by the net income of Landlord from all sources, unless due to a change in the method of taxation any such taxes are levied or assessed against Landlord as a substitute for, or as an addition to, in whole or in part, any other tax that would otherwise constitute a Tax. Taxes shall also include reasonable legal fees and other costs and disbursements incmTed by Landlord in connection with proceedings to contest, detennine or reduce Taxes provided, however, that Landlord shall pay to Tenant promptly after receipt by Landlord an amount equal to Tenant's Share of any refunded or recovered Tax previously paid by Tenant.

ClTA\51417\2125222.2 6
( d) Expenses shall mean all costs of management, operation, maintenance, insuring and repair of the (i) structural elements of the Building (including structural elements of the roof); (ii) Common Areas (including utilities supplied to Common Areas) and (iii) Landlord's prope1iy insurance, if any.

5.2 Determination and Payment of Operating Expenses and Taxes. Tenant shall pay to Landlord as Additional Rent one-twelfth (I/12th) of Tenant's Share of the Taxes and the Expenses for each Tax and Expense Year, or pmiion thereof, on or before the fast day of each month during such Tax and Expense Year, in advance, in an amount estimated by Landlord set forth in an annual statement delivered by Landlord to Tenant; provided that Landlord shall have the right to revise such estimates not more than twice per Tax and Expense Year and Tenant shall thereafter make payments hereunder on the basis of such revised estimates. With reasonable promptness after the end of each Tax and Expense Year, Landlord shall submit to Tenant a statement showing the actual amount which should have been paid by Tenant with respect to Taxes and Expenses for the past Tax and Expense Year, the amount thereof actually paid during that year by Tenant and the amount of the resulting balance due thereof, or overpayment thereof, as the case may be ("Landlord's Statement"). Landlord's Statement shall set forth in reasonable detail, and shall contain a line-item breakdown showing at least the following major categories: (i) maintenance and repairs; (ii) landscaping; (iii) utilities (electricity; gas; water and sewer); and (iv) insurance. Any balance shown to be due pursuant to said statement shall be paid by Tenant to Landlord within thirty (30) days following Tenant's receipt thereof; and any ove1payment shall be innnediately credited against Tenant's obligation to make monthly payments for Taxes and Expenses for the then current Tax and Expense Year, or, if by reason of any termination of this Lease no such obligation exists, any such ove1payment shall be refunded to Tenant. As an alternative to the monthly payment of Tenant's Share of Taxes and Expenses, and at Landlord's sole discretion, Landlord may direct Tenant to pay, within thi1iy (30) days of Landlord's delivery of Landlord's Statement, the full annual amount set fo1ih therein. If the Expiration Date shall occur on a date other than the last day of a Tax and Expense Year, Tenant's Share of Taxes and Expenses for the Tax and Expense Year in which the Expiration Date occurs shall be in the proportion that the number of days from and including the first day of the Tax and Expense Year in which the Expiration Date occurs to and including the Expiration Date bears to 365. Where the calculation of Expenses and Taxes for a Tax and Expense Year cannot be made until after expiration or te1mination of this Lease, the obligation of Tenant to pay its propmiionate share as Additional Rent shall survive the expiration or termination hereof and such Additional Rent for such period shall be payable by Tenant upon demand by Landlord.

6. USE; COMPLIANCE WITH LAWS.

6.1 Use. The Premises shall be used for the Permitted Use and for no other use whatsoever. At no time shall Tenant have the right to install, operate or maintain telecommunications or any other equipment on the roof or exterior areas of the Building, except as may be necessary for Tenant's Pemlitted Use of the Premises and Tenant's installation of such equipment is done in full compliance with Article I 0. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, Buildings or with respect to the suitability or fitness of either for the conduct Tenant's business or for any other purpose.

CIT A\51417\2125222.2 7

6.2 No Objectionable Odors, Fumes, Vapors or Gasses. Tenant shall, at all times, maintain the Premises and conduct the business to be can1ed on by Tenant, so that no objectionable or offensive odors, fumes, vapors, or gasses of any kind shall emanate from the Premises, and Tenant fu1iher agrees, at Tenants own costs and expense, to maintain and keep installed, in good condition, any and all mechanical equipment operated and/or maintained by Tenant and, also at Tenant's own costs and expense, to keep installed, in good condition, a ventilation system, including such vents, filters, flues, ducts and fans as may be necessaty to prevent any odors, fumes, vapors or gasses from escaping from the Premises to any other pmiion of the Building, including such equipment as may be required by any municipal or other governmental authority having jurisdiction. It is furthered agreed that if the ventilating system at any time installed in the Premises does not meet any standards set by any applicable governmental authority after the date hereof, Landlord may make any such changes as may be necessary at Tenant's sole cost and expense following the delivery of written notice thereof to Tenant and expiration of a fifteen (15) day cure period.

6.3 Compliance with Laws. Tenant shall comply with all laws, ordinances, rules, regulations and codes, of all municipal, county, state and federal authorities, including the Americans With Disabilities Act, as amended, (42 U.S.C. Section 1201 et seq. [the "ADA"]) (collectively, "Laws") pe1iaining to Tenant's use and occupancy of the Premises and the conduct of its business. Tenant shall be responsible for making all improvements and alterations necessary to bring the Premises into compliance with applicable ADA requirements, including con-ecting any construction-related accessibility standards within the Premises, and to ensure that the Premises remain in compliance throughout the Term of this Lease. Tenant shall also comply with the California Alcoholic Beverage Control Act and all related regulations and statutes.

Tenant shall not commit, or suffer to be committed, any waste upon the Premises or any public or private nuisance, or other act or thing which disturbs the quiet enjoyment of any other tenant in the Building, nor shall Tenant store any materials on the Premises which are visible from areas adjacent to the Premises, unless otherwise specifically set forth in this lease. Tenant shall ensure that the Premises remain free from infestation from rodents or insects. Tenant shall not do or permit anything to be done on or about the Premises or b11ng or keep anything into the Premises which will in any way increase the rate of, invalidate, or prevent the procuring of any insurance, protecting against loss or damage to the Buildings or any of its contents by fire or other casualty or against liability for damage to property or injury to person in or about the Buildings.

6.4 Use Pe1mit. Tenant and any of its subtenants shall maintain a City of Alameda Use Permit and other applicable City permits and approvals for the intended use of the Premises (collectively "Use Permit").

7. SECURITY DEPOSIT.

Concun-ently with its execution of this Lease, Tenant shall deliver to Landlord the amount identified in the Basic Lease Information as the Security Deposit to be held by Landlord without liability for interest (unless required by Law) as security for the performance of Tenant's obligations. The Security Deposit is not an advmce payment of Rent or a measure of damages.

Landlord may from time to time md without prejudice to any other remedy provided in this Lease or by Law, use all or a portion of the Security Deposit to the extent necessary to satisfy past due Rent or to satisfy Tenmt's Default under this Lease or to reimburse or compensate err A\5 I 417121252222 8
Landlord for any liability, expense, loss or damage which Landlord may suffer or incur by reason thereof. If Landlord so uses or applies all or any portion of the Security Deposit, then within fifteen (15) days after demand therefore, Tenant shall deposit cash with Landlord in an amount sufficient to restore the deposit to the full amount thereof, and Tenant's failure to do so shall constitute a Default under this Lease. If there are no payments to be made from the Security Deposit as set out in this paragraph, or if there is any balance of the Security Deposit remaining after all payments have been made, the Security Deposit, or such balance thereof remaining, will be refunded to the Tenant after the expiration or earlier termination of this Lease.

Tenant hereby waives the benefit of the provisions of California Civil Code Section 1950.7. In the event of an act ofbankrnptcy by or insolvency of Tenant or the appointment of a receiver for Tenant or general assignment for the benefit of Tenant's creditors, the Secnrity Deposit shall be deemed immediately assigned to Landlord.
8, UTILITIES.

8.1 Pavments for Utilities and Services. Tenant shall contract directly with the providers of, and shall pay all charges for, water, sewer, storm water, gas, electricity, heat, cooling, telephone, refuse collection, janitorial, pest control, security and monito1ing services furnished to the Premises, together with all related installation or connection charges or deposits ("Utilities"). If any Utilities are provided by Alameda Municipal Power ("AMP") it is understood and agreed that such entity is separate and distinct from Landlord and Tenant must contract directly with AMP for any such Utilities. If any such Utilities are not separately metered or billed to Tenant for the Premises but rather are billed to and paid by Landlord, Tenant shall pay to Landlord, as Additional Rent, its pro rata share of the cost of such services, as reasonably dete1mined by Landlord. If any Utilities are not separately metered, Landlord shall have the right to determine Tenant's consumption by either submetering, survey or other methods designed to measure consumption with reasonable accuracy.

8.2 No Liability of Landlord. Except in the case of Landlord's gross negligence or willful misconduct, in no event shall Landlord be liable or responsible for any loss, damage, expense or liability, including, without limitation, loss of business or any consequential damages, arising from any failure or inadequacy of any service or Utilities provided to the Premises or Buildings, whether resulting from any change, failure, interference, disrnption or defect in supply or character of the service or Utilities provided to the Premises or Building, or arising from the partial or total unavailability of the service or utility to the Premises or Buildings, from any cause whatsoever, or otherwise, nor shall any such failure, inadequacy, change, interference, disrnption, defect or unavailability constitute an actual or constrnctive eviction of Tenant, or entitle Tenant to any abatement or diminution of Rent or otherwise relieve Tenant from its obligations under this Lease.

9. PERSONAL PROPERTY AND POSSESSORY INTEREST TAXES.

9.1 Tenant's Tax Obligation. "Taxes" shall mean all taxes, assessments and governmental charges, whether federal, state, county or mlmicipal, and whether general or special, ordinary or extraordinary, foreseen or unforeseen, imposed upon Tenant's personal property or trade fixtures, the Premises, or any possessory interest therein, or their operation, CIT A \51417\2125222.2 9
whether or not directly paid by Landlord, but excluding those Taxes paid by Landlord as defined at Section 5.l(c) above.

9.2 Personal Property Taxes. Tenant shall pay all Taxes (as hereinafter defined) levied or imposed against the Premises or Tenant's personal property or trade fixtures placed by Tenant in or about the Premises during the Term ("Personal Property Taxes").

9.3 Possesso1y Interest Taxes. The interest created by this Lease may at some time be subject to property taxation under the laws of the State of California. Ifpropetty taxes are imposed, the patty in whom the possessory interest is vested may be subject to the payment of the taxes levied on such interest. This notice is included in this Lease pursuant to the requirements of section I 07.6 (a) of the Revenue and Taxation Code of the State of California.

9.4 Pavment. Tenant shall pay the Personal Prope1ty Taxes or possessory interest taxes in accordance with the instmctions of the taxing entity. Tenant shall pay the Personal Prope1ty Taxes, if any, originally imposed upon Landlord, upon Landlord's election, either (a) annually within thirty (30) days after the date Landlord provides Tenant with a statement setting fotth in reasonable detail such Taxes, or (b) monthly in advance based on estimates provided by Landlord based upon the previous year's tax bill. All Personal Property Taxes 01iginally imposed upon Landlord and payable by Tenant with respect to the Premises shall be prorated on a per diem basis for any partial tax year included in the Te1m. Tenant's obligation to pay Taxes during the last year of the Term shall survive the expiration or termination of this Lease.

10. ALTERATIONS.

10.1 Landlord Consent Required. Tenant shall not make any alterations, improvements, or additions (each an "Alteration") in or about the Premises or any part thereof without the prior written consent of Landlord, which consent may be reasonably conditioned upon crite1ia and/or requirements deemed necessary by Landlord in its proprietary capacity only; provided, however, that Landlord shall have the right in its sole and absolute discretion to withhold its consent to any Alteration which affects the structural components of the Building, including the roof, suppo1t stmctures, foundations, the exterior of the Building and/or the systems serving the Premises or the Building. Any such approval by Landlord shall be in its proprietary capacity as Landlord and no such approval shall be deemed an approval by the City of Alameda in its regulat01y capacity. Notwithstanding the foregoing, Tenant shall have the right to make Alterations to the Premises with prior written notice to, but without the consent of, Landlord provided that such Alterations (a) do not require the procurement of a building permit, (b) do not affect the stmctural pottion of the Building or the systems serving the Building, ( c) the reasonably estimated costs of the Alternations, together with the costs of any other Alteration made dming the inunediately preceding twelve (12) months pe1iod, do not exceed Eighteen Thousand Dollars ($18,000) and, (d) m·e perf01med in full compliance with the terms Sections

10.2 through 10.4 below.

I 0.2 Alterations. Any Alterations to the Premises shall be at Tenant's sole cost and expense, and made in compliance with all applicable Laws and all reasonable requirements requested by Landlord. Prior to slatting work, Tenant shall furnish Landlord with plans and CIT A 15141712125222.2 10
specifications (which shall be in CAD fonnat ifrequested by Landlord); names of contractors reasonably acceptable to Landlord; required pe1mits and approvals; evidence of contractors and subcontractors insurance in amounts reasonably required by Landlord and naming Landlord, the managing agent for the Building and such other persons or entities as Landlord may reasonably request, as additional insureds; and any security for payment in performance and amounts reasonably required by Landlord. In addition, if any such Alteration requires the removal of asbestos, an appropriate asbestos disposal plan, identifying the proposed disposal site of all such asbestos, must be included with the plans and specifications provided to Landlord. Tenant shall reimburse Landlord for any sums paid by Landlord for third pmty examination of Tenant's plans for Alterations. Landlord agrees to respond to Tenant's request for consent to any Alterations within fifteen (15) days following Tenant's delive1y of such request, accompanied by plans and specifications depicting the proposed Alterations ("Plans") and a designation of Tenant's general contractor (and major subcontractors) to perfonn such work. Landlord's response shall be in writing and, if Landlord withholds its consent to any Alterations, Landlord shall specify in reasonable detail in Landlord's notice of disapproval, the basis for such disapproval. If Landlord fails to timely notify Tenant of Landlord's approval or disapproval of any such Plans, Tenant shall have the right to provide Landlord with a second written request for approval (a "Second Request") that specifically identifies the applicable Plans and contains the following statement in bold and capital letters: "THIS IS A SECOND REQUEST FOR APPROVAL OF PLANS PURSUANT TO THE PROVISIONS OF SECTION 10.2 OF THE LEASE. If Landlord fails to respond to such Second Request within five ( 5) business days after receipt by Landlord, the Plans in question shall be deemed disapproved by Landlord. If Landlord disapproves of any Plans, Tenant may revise Tenant's Plans and resubmit such Plans to Landlord; in such event the scope of Landlord's review of such Plans shall be limited to Tenant's coll'ection of the items to which Landlord had previously objected. Landlord's review and approval (or deemed approval) of such revised Plans shall be governed by the provisions as set fmth above in this Section 10.2.

The procedure set forth above for approval of Tenant's Plans will also apply to any change, addition or amendments to Tenant's Plans. Landlord's approval of an Alteration shall not be deemed a representation by Landlord that the Alteration complies with Law. In addition, Tenant shall pay Landlord a fee for Landlord's oversight and coordination of any Alteration equal to five percent (5%) of the total costs of the Alteration, to the extent the costs of the Alteration is equal to or less than $100,000; plus four percent (4%) of the costs of the Alteration to the extent that the costs of the Alteration is in excess of $100,000, but not more than $500,000; plus tln·ee percent (3%) of any pmtion of the costs of the Alteration in excess of $500,000. Upon completion, Tenant shall furnish Landlord with at least tln·ee (3) sets of "as built" Plans (as well as a set in CAD format, if requested by Landlord) for the Alterations, completion affidavit and full and final unconditional waivers of liens and will cause a Notice of Completion to be recorded in the Office of the Recorder of the County of Alameda. Any Alteration shall at once become the property of Landlord; provided, however, that Landlord, at its option, may require Tenant to remove any Alterations prior to the expiration or sooner te1mination of this Lease. If Tenant serves a request in writing together with Tenant's request for Landlord's consent to any such Alterations ("Removal Request"), Landlord will notify Tenant at the time of Landlord's consent to any such Alterations as to whether Landlord requires their removal. All costs of any Alterations (including, without limitation, the removal thereof, if required) shall be borne by Tenant. If Tenant fails to promptly complete the removal of any Alterations and/or to repair any damage caused by the removal, Landlord may do so and may charge the reasonable costs thereof CITA\5141712125222.2 11
to Tenant. All Alterations shall be made in a good and workmanlike manner and in a manner that will not disturb other tenants, in accordance with Landlord's then-cmTent guideline for construction, and Tenant shall maintain appropriate liability and builders' risk insmance tlu·oughout the construction. Tenant shall indemnify, defend, protect and hold Landlord hannless from and against any and all claims for injury to or death of persons or damage or destruction of property arising out of or relating to the pe1fo1mance of any Alterations by or on behalf of Tenant. Under no circumstances shall Landlord be required to pay, dming the Tenn (as the same may be extended or renewed) any ad valorem or other Taxes on such Alterations, Tenant hereby covenanting to pay all such taxes when they become due.

10.3 Excavations. In the event Tenant intends to perf01m any Alterations requiring excavations below the surface of the Premises (whether inside or outside of the Buildings) or constmction of a pe1manent structure on the Premises, Tenant must determine the actual location of all utilities using standard methods (i.e., potholing, metal fish line, etc.) and submit this info1mation with an application to excavate or application to build a permanent structure to Landlord for approval (which shall also include the approval of other applicable governmental authorities). The application shall include a site plan showing the location of utilities and that construction will not take place above the utility line or within the utility easement, specifically showing that no pe1manent structure will be constructed in these areas.

10.4 Liens. Tenant shall pay when due all claims for labor or materials furnished Tenant for use in the Premises. Tenant shall not pe1mit any mechanic liens, stop notices, or any other liens against the Premises, Building, Alterations or any of Tenant's interests under this Lease for any labor or materials furnished to Tenant in connection with work performed on or about the Premises by or at the direction of Tenant. Tenant shall indemnify, hold hmmless and defend Landlord (by counsel reasonably satisfactory to Landlord) from any liens and encumbrances arising out of any work performed or mate1ials furnished by or at the direction of Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien or stop notice, cause such lien or stop notice to be released of record by payment or posting of a proper bond, Landlord shall have, in addition to all other remedies provided herein or by law, the right, but not the obligation, to cause the same to be released by such means as it may deem proper, including payment of the claim giving rise to such lien. Tenant's failure to cause such lien or stop notice to be released within said ten (10) day period shall be conclusively deemed a material default under the te1ms of this Lease without any fu1ther notice or right to cure beyond said ten (10) day pe1iod. All such sums paid by Landlord and expenses reasonably incmrnd in connection therewith, including attorneys' fees and costs, shall be payable to Landlord by Tenant on demand.

11. MAINTENANCE AND REPAIR OF PREMISES.

11.1 Maintenance and Repair by Tenant.
(a) Tenant Maintenance. Tenant shall, at its sole cost and expense, maintain the Premises in good repair and in a neat and clean, first-class condition, including making all necessary repairs and replacements. Tenant's repair and maintenance obligations include, without limitation, repairs to: (i) floor coverings; (ii) interior partitions; (iii) doors; (iv) the interior side of demising walls; (v) fire life safety systems, including CITA\51417\2125222.2 12
sprinklers, fire alanns and/or smoke detectors; (vi) Alterations, described in Article 10; (vii) heating, ventilation and air conditioning (HVAC) systems exclusively serving the Premises; (viiix) kitchens; (ix) plwnbing and similar facilities exclusively serving the Premises, whether such items are installed by or on behalf of Tenant or are CU!Tently existing at the Premises; and (x) telephone and data equipment, and cabling. Tenant, at its sole cost and expense, shall procure and maintain in full force and effect a contract for the maintenance of any grease traps, including the treatment, emptying and flushing thereof, with a service and maintenance firm reasonably acceptable to Landlord. Tenant shall follow all reasonable recommendations of said contractor for the maintenance of the grease traps, including any recommended chemical treatments and any reconnnended intervals for the emptying and/or hydrojetting of the grease traps and connecting pipes. The service contract shall provide that the contractor shall empty the grease trap and perform such other necessary maintenance at an interval of not less than one (I) time every 60 days. Landlord shall have the 1ight to oversee any work perfmmed by such contractor. Tenant, as Additional Rent, shall be liable for the cost of any maintenance to or repairs of any of the Building pumps, pipes or sewer laterals as a result of Tenant's failure to comply with the te1ms and conditions of this provision or as a result of any grease, garbage or other abno1mal disposal thrnugh the Building drain system by Tenant. (b) Tenant Repair. Tenant shall fmther, at its own costs and expense, repair or restore any damage or injmy to all or any pait of the Building caused by Tenant or Tenant's agents, employees, invitees, licensees, visitors or contractors, including but not limited to repairs or replacements necessitated by (i) the construction or installation of improvements to the Premises by or on behalf of Tenant; (ii) the moving of any prope1ty into or out of the Premises; or Tenant's use and occupancy of the Premises. If Tenant fails to make such repairs or replacement within fifteen (15) days after notice from Landlord, then Landlord may, at its option, upon prior reasonable notice to Tenant (except in an emergency) make the required repairs and replacements and the costs of such repairs or replacement (including Landlord's administrative charge) shall be charged to Tenant as Additional Rent and shall become due and payable by Tenant with the monthly installment of Base Rent next due hereunder.

11.2 Maintenance and Repair by Landlord. Landlord shall maintain in good repair (i) the structural elements of the Building, including structural elements of exterior walls and foundations and the roof, but excluding any glass and exte1ior doors; aJJd (ii) Common Areas, if any, provided such repairs are not necessitated by the actions or inactions of Tenant, Tenant's invitees or anyone in the employ or control of Tenant. Tenant hereby waives any and all rights WJder and benefits of subsection 1 of Section 1932, and Sections 1941and1942 of the California Civil Code or any similar or successor Laws now or hereby in effect. Tenant shall immediately give Landlord written notice of the need for repair of the items for which Landlord is responsible. If Tenant or Tenant's invitees or anyone in the employed or control of Tenant caused any damages necessitating such repair, then Tenant shall pay to Landlord the cost thereof, immediately upon demand therefor. Except as otherwise expressly set fo1th in this Lease, Tenant waives any right to terminate this Lease or offset or abate Rent by reason of any failure of Landlord to make repairs to the Preinises or Building.

CIT A \5141712125222.2 13

12. ENVIRONMENTAL PROTECTION PROVISIONS.

12.1 Hazardous Materials. "Hazardous Materials" shall mean any material, substance or waste that is or has the characteristic of being hazardous, toxic, ignitable, reactive, flammable, explosive, radioactive or corrosive, including, without limitation, petroleum, solvents, lead, acids, pesticides, paints, printing ink, PCBs, asbestos, materials commonly known to cause cancer or reproductive harm and those materials, substances and/or wastes, including wastes which are or later become regulated by any local govemmental autho1ity, the state in which the Premises are located or the United States Govenunent, including, but not limited to, substances defined as "hazardous substances," "hazardous materials," "toxic substances" or "hazardous wastes" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §1801, et seq.; the Resource Conservation and Recovery Act; all environmental laws of the state where the Premises are located, and any other environmental law, regulation or ordinance now existing or hereinafter enacted. "Hazardous Materials Laws" shall mean all present and future federal, state and local laws, ordinances and regulations, prndent industly practices, requirements of governmental entities and manufacturer's instluctions relating to industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, presence, disposal or transportation of any Hazardous Materials, including without limitation the laws, regulations and ordinances referred to in the preceding sentence.

12.2 Reportable Uses Required Consent. Except as pe1mitted in this Aliicle 12, Tenant hereby agrees that Tenant and Tenant's officers, employees, representatives, agents, contractors, subcontractors, successors, assigns, subtenants, concessionaires, invitees and any other occupants of the Premises (for purposes of this Article 12, referred to collectively herein as "Tenant Parties") shall not cause or permit any Hazardous Materials to be used, generated, manufactured, refined, produced, processed, stored or disposed of, on, under or about the Premises or Building or transported to or from the Premises or Building without the express prior written consent of Landlord, which consent may be limited in scope and predicated on strict compliance by Tenant with all applicable Hazardous Materials Laws and such other reasonable mies, regulations and safeguards as may be required by Landlord (or any insurance carrier, environmental consultant or lender of Landlord, or environmental consultant retained by any lender of Landlord) in connection with using, generating, manufacturing, refining, producing, processing, storing or disposing of Hazardous Materials on, under or about the Premises or the Building. In connection therewith, Tenant shall, at its own expense, procure, maintain in effect and comply with all conditions of any and all pemuts, licenses and other governmental and regulatory approvals required for the storage or use by Tenant or any of Tenant Parties of Hazardous Materials on the Premises or the Building, including without limitation, discharge of (appropriately treated) materials or wastes into or through any sanitary sewer serving the Premises or the Building. The foregoing notwithstanding, Tenant may use ordinary and customary materials reasonably required to be used in the course of the Pe1mitted Use, ordinary office supplies (copier, toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Hazardous Materials Laws and does not expose the Premises or neighboring prope1iy to any meaningful risk of contamination or damage or expose Landlord to any liability therefor.

CIT A \5141712125222.2 14

12.3 Remediation Obligations. If at any time during the Tem1, any contamination of the Premises by Hazardous Materials shall occur where such contamination is caused by the act or omission of Tenant or Tenant Parties ("Tenant's Contamination"), then Tenant, at Tenant's sole cost and expense, shall promptly and diligently remediate such Hazardous Materials from the Premises or the groundwater underlying the Premises to the extent required to comply with applicable Hazardous Materials Laws. Tenant shall not take any required remedial action in response to any Tenant's Contamination in or about the Premises or enter into any settlement agreement, consent, decree or other compromise in respect to any clainls relating to any Tenant's Contamination without first obtaining the p1ior written consent of Landlord, which may be subject to conditions imposed by Landlord as dete1mined in Landlord's sole discretion. Such prior written consent shall not be required to the extent the delay caused by the requirement to obtain consent may increase the damage to the Premises or the risk of harm to human health, safety, the environment or security caused by the Tenant's Contamination. Landlord and Tenant shall jointly prepare a remediation plan in compliance with all Hazardous Materials Laws and the provisions ofthis Lease. In addition to all other lights and remedies of Landlord hereunder, if Tenant does not promptly and diligently take all steps to prepare and obtain all necessary approvals of a remediation plan for any Tenant's Contamination, and thereafter commence the required remediation of any Hazardous Materials released or discharged in connection with Tenant's Contamination within thirty (30) days after all necessary approvals and consents have been obtained, and thereafter continue to prosecute such remediation to completion in accordance with the approved remediation plan, then Landlord, at its sole discretion, shall have tlie right, but not the obligation, to cause such remediation to be accomplished, and Tenant shall reimburse Landlord within fifteen (15) business days of Landlord's demand for reimbursement of all amounts reasonably paid by Landlord (together with interest on such amounts at the highest lawful rate until paid), when such demand is accompanied by proof of payment by Landlord of the amounts demanded. Tenant shall promptly deliver to Landlord, copies of hazardous waste manifests reflecting the legal and proper disposal of all Hazardous Materials removed from the Premises as pait of Tenant's remediation of any Tenant's Contamination. The foregoing notwithstanding, "Tenant's Contamination" shall not refer to or include any Hazardous Materials that were not introduced to the Premises by Tenant or Tenant Paities. As an example, if lead dust or asbestos are found on the Premises, unless there is evidence that Tenant introduced those Hazardous Mateiials to the Premises or they were dislodged by a Tenant Alteration, those Hazardous Materials shall not be considered "Tenant's Contamination," and it shall not be Tenant's responsibility to take remedial action relating to such Hazardous Mateiials.

12.4 Environmental Pe1mits. Tenant and Tenant Parties shall be solely responsible for obtaining and complying with, at their cost and sole expense, any environmental permits required for Tenant's operations under this Lease, independent of any existing permits held by Landlord. Tenant shall not conduct operations or activities under any environmental pe1mit that names Landlord as a secondary discharger or co-permittee. Tenant shall provide piior written notice to Landlord of all environmental permits and permit applications required for any of Tenant's operations or activities. Tenant acknowledges that Landlord will not consent to being named a secondary discharger or co-permittee for any operations or activities of Tenant, its contractors, assigns or subtenants. Tenant shall stiictly comply with any and all environmental permits (including any hazardous waste permit required under the Resource Conservation and Recovery Act or its state equivalent) and must provide, at its own expense, any hazardous waste management facilities complying with all Hazardous Material Laws.

CIT A\51417\2125222.2 15

12.5 Landlord's Inspection Right. Landlord shall have the right to inspect, upon reasonable notice to Tenant, the Premises for Tenant's compliance with this A1ticle 12.

Landlord no1mally will give Tenant twenty-four (24) hours' prior notice of its intention to enter the Premises unless it dete1mines the entry is required for exigent circumstances related to health, safety, or security; provided, however, Landlord agree to use its best commercial efforts to provide Tenant with the maximum advance notice of any such entrance and will, without representation or wa1ranty, attempt to structure such entrance in the least intrusive manner possible. Tenant shall 'have no claim against Landlord, or any officer, agent, employee, contractor or subcontractor of Landlord by reason of entrance of such Landlord officer, agent, employee, contractor or subcontractor onto the Premises.

12.6 Hazardous Materials Handling Plan. Prior to the execution of this Lease, Tenant shall complete, execute and deliver to Landlord an Environmental Questionnaire Disclosure Statement (the "Environmental Questionnaire"), in the form of Exhibit E attached hereto and shall require any Subtenant who will bring to, or use at the Premises, any Hazardous Materials to also execute and deliver to Landlord an Environmental Questionnaire. To the extent Tenant intends to store, use, treat or dispose of Hazardous Materials on the Premises, Tenant shall prepare and submit together with the Environmental Questionnaire a Hazardous Materials Handling Plan (the "Hazardous Materials Handling Plan"). For a period of fifteen (15) days following Landlord's receipt of the Environmental Questionnaire and Hazardous Materials Handling Plan, if applicable, Landlord shall have the right to approve or disapprove such documents. The failure of Landlord to approve such documents shall be deemed Landlord's disapproval thereof. Landlord approval of the Environmental Questionnaire and the Hazardous Materials Handling Plan shall constitute approval for Tenant's use of the Hazardous Materials set fmth therein in compliance with Hazardous Materials Laws and the Hazardous Materials Handling Plan. Following approval of the Hazardous Materials Handling Plan, Tenant shall comply therewith throughout the Term. To the extent Tenant is pe1mitted to utilize Hazardous Materials upon the Premises, such use shall be limited to the items set fo1th in the Environmental Questionnaire, shall comply with Hazardous Materials Laws and the Hazardous Materials Handling Plan and Tenant shall promptly provide Landlord with complete and legible copies of all the following environmental items relating thereto: repmts filed pursuant to any self-reporting requirements; permit applications, permits, monitoring reports, workplace exposure and community exposure warnings or notices and all other reports, disclosures, plans or documents relating to water discharges, air pollution, waste generation or disposal, and underground storage tanks for hazardous materials; orders, reports, notices, listing and cmrnspondence of or concerning the release, investigation of, compliance, cleanup, remedial and coJTective actions, and abatement of hazardous materials; and all complaints, pleadings and other legal documents filed by or against Tenant related to Tenant's use, handling, storage or disposal of Hazardous Materials. If, in conjunction with Tenant's Pe1mitted Use of the Premises, Tenant desires to commence the use, treatment, storage or disposal of previously undisclosed Hazardous Materials, prior to such usage thereof, Tenant shall notify Landlord thereof, by written summary detailing the scope of such proposed usage and updating the Hazardous Materials Handling Plan to the extent required by such proposed usage. For a period of fifteen (15) days following Landlord's receipt of such notice, Landlord shall have the right to approve or disapprove of such documents.

The failure of Landlord to approve of such documents within such time period shall be deemed Landlord's disapproval thereof.

ClTA\5141712125222.2 16

12.7 Hazardous Materials Indemnity. In addition to any other provisions of this Lease, Tenant shall, and does hereby agree, to, indemnify and hold harmless Landlord from any costs, expenses, liabilities, fmes or penalties resulting from discharges, emissions, spills, storage or disposal arising from Tenant's occupancy, use or operations, or any other action by Tenant or its contractors, employees, agents, assigns, invitees, or subtenants giving rise to liability, civil or criminal, or any other .action by Tenant or its contractors, employees, agents, assigns, or subtenants giving rise to responsibility under any Hazardous Materials Laws. Tenant's obligations hereunder shall apply whenever Landlord incurs costs or liabilities for Tenant's activities or for the activities of Tenant's contractors, employees, agents, assigns, invitees, or subtenants as provided hereunder. This provision shall survive the expiration or te1mination of this Lease.

13. ASSIGNMENT AND SUBLETTING.

13.I Landlord Consent Required. Subject to Sections 13.5 and 13.6 below, Tenant shall not voluntarily or by operation of law, (a) m01tgage, pledge, hypothecate or encumber this Lease or any interest therein, or (b) assign or transfer this Lease or any interest herein, sublease the Premises or any part thereof or any right or privilege appmtenant thereto, or allow any other person (the employees and invitees of Tenant excepted) to occupy or use the Premises, or any portion thereof, without first obtaining the written consent of Landlord, which consent shall not be withheld umeasonably provided that (i) Tenant is not then in Default under this Lease nor is any event then occmTing, with the giving of notice or the passage of time, or both, would constitute a Default hereunder, and (ii) Tenant has not previously assigned or transferred this Lease or any interest herein or subleased the Premises or any pa1t thereof. A transfer of greater than fifty percent (50%) interest (whether stock, paitnership interest, membership interest or othe1wise) of Tenant, either in one ( 1) transaction or a series of transaction shall be deemed to be an assignment under this Lease.
13 .2 Landlord Recapture. In the event of an assignment of this Lease or subletting of more than twenty percent (20%) of the rentable square footage of the Premises, Landlord shall have the right to recapture the portion of the Premises that Tenant is proposing to transfer. If Landlord exercises its right to recaptme, this Lease shall automatically be amended (or terminated ifthe entire Premises is being assigned or sublet) to delete the applicable p01tion of the Premises effective on the proposed effective date of the Transfer, although Landlord may require Tenant to execute a reasonable alllendment or other docU111ent reflecting such reduction or tennination.

13.3 Reasonable Consent. If Tenant intends to assign this Lease or sublet the Premises or any pait thereof, Tenant shall give Landlord written notice of such intent ("Transfer Notice").

Tenant's Transfer Notice shall be accompanied by a copy of the proposed assignment or sublease between Tenant and the proposed assignee or subtenant, together with current and three (3) years' prior financial statements, if available, for the proposed assignee or subtenant, which financial statement shall be prepared in accordance with generally accepted accounting principles. Tenant shall provide Landlord with any additional information or documentation reasonably requested by Landlord within ten (10) business days after receiving Landlord's request. Landlord shall then have a period of thirty (30) days following receipt of such additional infonnation (or 30 days after receipt of Tenant's Transfer Notice if no additional CIT A \5 l 4 l7\2 !25222.2 17
infonnation is requested) within which to notify Tenant in writing that Landlord elects either (a) to exercise its recapture rights in accordance with Section 13.2 in which event Tenant will be relieved of all fu1ther obligations hereunder as to such space as of the date specified in Landlord's notice te1minating the Lease with respect to the relevant space, (b) to permit Tenant to assign this Lease or sublet such space as described in the Transfer Notice, subject, however, to prior written consent to the proposed assignment or sublease or (c) deny Tenant's request to assign this Lease or sublet such space. Among other factors upon which Landlord may base a withholding of consent are the following: (i) the use of the Premises by such proposed assignee or subtenant would not be a Pe1mitted Use; (ii) the financial condition of the proposed assignee or subtenant is such that, in Landlord's reasonable determination, it would be unable to perfonn its obligations under the proposed sublease or assignment; (iii) the pmtion of the Premises proposed to be sublet is i1Tegular in shape and/or does not pennit safe or otherwise appropriate means of ingress and egress, or does not comply with other Laws or regulations; (iv) Landlord or Landlord's agents have negotiated with the proposed assignee or subtenant with regard to the leasing of space at the Property, at any time within the preceding six (6) months; or (v) any other reasonable basis that Landlord may asse1t. The foregoing notwithstanding, if Landlord elects exercise its recapture rights as described in clause (a) above, Tenant shall have the right, to be exercised by written notice delivered to Landlord within five ( 5) business days following delivery of Landlord's notice of exercise of its recapture rights, in which to rescind Tenant's request for consent to the transaction lliggering Landlord's recapture rights, in which event Landlord's exercise of its recapture rights shall be null and void and of no further force or effect. 13 .4 Transfer Premium. If Landlord consents to any requested assignment or sublease (each a "Transfe1·") and the assignee or subtenant pays to Tenant an amount in excess of the Rent due under this Lease (after deducting Tenant's reasonable, actual expenses in obtaining such assignment or sublease, such expenses being limited to (a) any Alterations to the subject space made in order to achieve the Transfer, or contlibutions to the cost thereof, ammtized in equal monthly installments over the then remainder of the Te1m and (b) any commercially reasonable brokerage commissions, reasonable attorneys' fees and reasonable advertising and marketing costs incurred by Tenant in connection with the Transfer) ("Transfer Premium").

Tenant shall pay fifty percent (50%) of such Transfer Premium to Landlord as and when the monthly payments are received by Tenant.

13.5 Tenant Affiliates. Notwithstanding anything to the contrary contained in Section

13.1, Tenant may, without obtaining the prior consent of Landlord, and without the payment of auy amounts pursuant to Section 13.4, sublet or license the use of all or any part of the Premises or assign this Lease to a Tenant Affiliate, provided that (a) Tenant shall give not less than thiity (30) days' prior written notice thereof to Landlord (to the extent such notice is pennitted by applicable Law), (b) Tenant shall continue to be fully obligated under this Lease, and (c) any such assignee or sublessee shall, in a writing signed by both Landlord and such assignee or sub lessee, expressly assume and agree to perform all the terms and conditions of this Lease to be performed by Tenant and to use the Premises only for a Pe1mitted Use (but with respect to a sublease, only with respect to that portion of the Premises that is the subject of the sublease and excluding all rental obligations of Tenant hereunder). As used herein, "Tenant Affiliate" means (i) an entity controlling, controlled by or under common control with Tenant, (ii) a successor CIT A\5141712125222.2 18
co1poration related to Tenant by merger, consolidation, nonbankruptcy reorganization, or government action, or (iii) a purchaser of substantially all of Tenant's assets located in the Premises; and a paity shall be deemed to "control" another paity for pnrposes of the definition contained in the aforesaid clause (i) only if the fast pa1ty owns more than fifty percent (50%) of the stock or other beneficial interests of the second paity or has the power to direct or canse the direction of the management or policy of the second party, or the first and second party share the same, or substantially the same (defined as a majority of directors on the "controlled" entity's board are also on the other entity's board), board of directors. Within five (5) business days of execution of any such sublease or license with a Tenant Affiliate, Tenant shall deliver to Landlord a copy of the fully executed assignment, snblease or license.

13.6 No Release. No Transfer shall release or discharge Tenant of or from any liability, whether past, present or future, under this Lease, and Tenant shall continue to be fully liable hereunder. Each subtenant or assignee shall agree, in a form reasonably satisfactory to Landlord, to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease. The assignment or sublease agreement, as the case may be, after approval by Landlord, shall not be amended without Landlord's p1ior written consent, and shall contain a provision directing the assignee or subtenant to pay the rent and other sums due thereunder directly to Landlord upon receiving written notice from Landlord that Tenant is in Default under this Lease with respect to the payment of Rent. hI the event that, notwithstanding the giving of such notice, Tenant collects any rent or other sums from the assignee or subtenant, then Tenant shall hold such sums in tlust for the benefit of Landlord and shall immediately forward the same to Landlord. Landlord's collection of such rent and other sums shall not constitute an acceptance by Landlord of attomment by such assignee or subtenant. Tenant shall deliver to Landlord promptly after execution an executed copy of each Transfer and an agreement of compliance by each such subtenant or assignee.

13.7 Expenses and Attorneys' Fees. Tenant shall pay to Landlord all costs and expenses (including without limitation, the fees of Landlord's counsel) incun-ed in connection Landlord's review and processing of documents regarding any proposed Transfer (which under no circumstances shall be less than $750 per proposed Transfer or more than $2,000).

13.8 Limitations on Transfer Reasonable. Tenant acknowledges and agrees that the restrictions, conditions, and limitations imposed by this Article 13 on Tenant's ability to assign or transfer this Lease or any other interests herein, to sublet the Premises or any pali thereof, are, for purposes of California Civil Code Section 1951.4, as amended from time to time, and for all other purposes, reasonable at the time this Lease was entered into and shall be deemed to be reasonable at the time that Tenant seeks to assign or transfer this Lease or any interest herein, to sublet the Premises or any pait thereof, or transfer or assign any right or privilege appurtenant to the Premises.

14. INDEMNITY AND W AIYER OF CLA!J'VIS.

14.1 Tenant hidemnification. Tenant shall indemnify, defend and hold Landlord and Landlord Related Paities harmless against and from all liabilities, obligations, damages, penalties, claims, actions, costs, charges, judgment and expenses (including reasonable attorneys' fees, costs and disbursements) (collectively refen-ed to as "Losses"), arising from CITA\51411\2125222.2 19
(a) the use of, or any activity done, pe1mitted or suffered in or about the Premises (b) any activity done, permitted or suffered by Tenant or Tenant's agents, contractors, invitees or licensees in or about the Building or Land (c) any act, neglect, fault, willful misconduct of Tenant or Tenant's agents, or (d) from any breach or default in the terms of this Lease by Tenant or Tenant's agents, except to the extent such clailrts arise out of or relate to the gross negligence or willful misconduct of Landlord. If any action or proceeding is brought against Landlord by reason of any such claim, upon notice from Landlord, Tenant shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord. As a material part of the consideration to Landlord, Tenant hereby releases Landlord and its trustees, members, principals, beneficiaries, pa1iners, officers, directors, employees, prope1iy managers, Mmigagees, contractors and agents ("Landlord Related Parties") from responsibility for, waives its entire claim of recovery for and assumes all risks of (i) damage to prope1iy or injury to person in or about the Premises, Building or Land from any cause whatsoever except to the extent caused by the gross negligence or willful misconduct of Landlord or any Landlord Related Patties, or (ii) loss resulting from business intenuption or loss of income at the Premises.

14.2 Waiver ofClailns. Except in the event of its own gross negligence or willful misconduct, Landlord shall not be liable to Tenant and Tenant hereby waives all clailns against Landlord and Landlord Related Parties for any injury or damage to any person or property occun'ing or incun·ed in connection with or in any way relating to the Premises, Building or Land from any cause. Without limiting the foregoing, neither Landlord nor any Landlord Related Paiiy shall be liable for and there shall be no abatement rent for (a) any damage to Tenant's prope1iy stored with or entrusted to any Landlord Related Party, (b) loss of or damage to any property by theft or any other wrongful or illegal act, or ( c) any injury or damage to person or prope1ty resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Premises or Building or from the pipes, appliances, apputienance or plumbing works thereof or from the roof, street or surface or from any other place or resulting from dampness or any other cause whatsoever or from the acts or omissions of other tenants, occupants or other visitors to the Premises or Building or from any other cause whatsoever, ( d) any dilninution or shutting off of light, air or view by any structure which may be erected on lands adjacent to the Premises or (e) any latent or other defects in the Premises, Building or Land. Tenant agrees that in no case shall Landlord or any Landlord Related Party be responsible or liable on any theory for any injury to Tenant's business, loss of profits, loss of income or any other form of consequential damage.

14.3 Snrvival/No hnpairment. The obligations of Tenant under this Article 14 shall survive any te1mination of this Lease. The foregoing indemnity obligations shall not relieve any insurance can-ier of its obligations under any policies required to be earned by either party pursuant to this Lease, to the extent that such policies cover the peril or currents that results in the clailns that is subject to the foregoing indemnity.

15. INSURANCE.

15.1 Tenant's Insurance.
(a) Liabilitv Insurance. Tenant shall maintain in full force throughout the Term, commercial general liability insurance providing coverage on an CITA\5141712125222.2 20
occurrence f01m basis with limits of not less than Two Million Dollars ($2,000,000.00) each occurrence for bodily injury and property damage combined, or such larger amount as Landlord may prndently require from time to time, covering bodily injury and property damage liability and product liability if a product is sold from the Premises. Each policy of liability insurance required by this Section shall: (i) contain a cross liability endorsement or separation of insureds clause; (ii) provide that any waiver of subrogation rights or release p1ior to a loss does not void coverage; (iii) provide that it is p1immy to and not contiibuting with, any policy of insurance canied by Landlord covering the smne loss; (iv) provide that any failure to comply with the rep01ting provisions shall not affect coverage provided to Landlord, its partners, prope1ty managers and Mo1tgagees; and (v) name Landlord, RiverRock Real Estate Group, Inc. and such other parties in interest as Landlord may from time to time reasonably designate to Tenant in writing, as additional insureds in an Additional Insured Endorsement. Such additional insureds shall be provided at least the same extent of coverage as is provided to Tenant under such policies. The additional insured endorsement shall be in a fo1m at least as broad as endorsement form number CG 20 11 01 96 promulgated by the Insurance Services Office. (b) Personal Prope1ty Insurance. Tenant shall maintain in full force and effect on all of its personal prope1ty, furniture, furnishings, trade fixtures and equipment from time to time located in, on or upon the Premises ("Tenant's Property"), and any Alterations (as defined in Article I 0) in an amount not less than one hundred percent (I 00%) of their full replacement value from time to time dming the Term, providing protection against all perils, included within the standard fo1m of"all-risk" (i.e., "Special Cause of Loss") fire and casualty insurance policy. Landlord shall have no interest in the insurance upon Tenant's Prope1ty or Alterations and will sign all documents reasonably necessary in c01mection with the settlement of any claims or loss by Tenant. Landlord will not carry insurance on Tenant's Prope1ty or Alterations.
( c) Worker's Compensation Insurance; Employer's Liability Insurance. Tenant shall, at Tenant's expense, maintain in full force and effect during the Term of this Lease, worker's compensation insurance with not less than the minimum limits required by law, and employer's liability insurance with a minimum limit of coverage of One Million Dollars ($1,000,000.00).
(d) {Intentionally Omitted}
(e) Business Interruption Insurance. Tenant shall, at Tenant's expense, maintain in full force and effect during the Te1m of this Lease, Business Intenuption Insurance with a limit ofliability of at least twelve (12) months estimated gross emning, as defined in the standard f01m of business intenuption insurance policy, of Tenant at the Premises, which insurance shall be on an "all risk" basis (or its equivalent). (f) {Intentionally Omitted}
(g) Liquor Liability Insurance. Tenant shall, at Tenant's expense, and maintain in full force and effect during the Term of this Lease, Dram Shop or Liquor Liability Insurance with a limit of not less than Two Million Dollars ($2,000,000) per occurrence such larger amount as Landlord may prndently require from time to time.

CIT A\5141712125222.2 21
15 .2 Requirements For All Policies. Each policy of insurance required under Section

15.l shall: (a) be in a fmm, and written by an insurer, reasonably acceptable to Landlord, (b) be maintained at Tenant's sole cost and expense, and (c) require at least thi1ty (30) days' written notice to Landlord prior to any cancellation, nomenewal or modification of insurance coverage.

Insurance companies issuing such policies shall have rating classifications of"A-" or better and financial size category ratings of "VII" or better according to the latest edition of the Best Key Rating Guide. All insurance companies issuing such policies shall be admitted carriers licensed to do business in the state where the Prope1ty is located. Any deductible amount under such insurance shall not exceed $5,000. Tenant shall provide to Landlord, upon request, evidence that the insurance required to be cmTied by Tenant pursuant to this Section, including any endorsement affecting the additional insured status, is in full force and effect and that premiums therefor have been paid. Tenant shall, at least thi1ty (30) days p1ior to expiration of each policy, furnish Landlord with ce1tificates of renewal thereof and shall provide Landlord with at least thi1ty days prior written notice of any cancellation or modification.

15.3 Ce1tificates of Insurance. Upon execution ofthis Lease by Tenant, and not less than thiity (30) days prior to expiration of any policy thereafter, Tenant shall furnish to Landlord a ce1tificate of insurance reflecting that the insurance required by this Article is in force, accompanied by an endorsement( s) showing the required additional insureds satisfactory to Landlord in substance and fo1m.

15.4 Landlord's Insurance. During the Te1m, Landlord may, at its sole and absolute discretion, keep in effect prope1ty insurance covering the Building in amounts not less than the full insurance replacement value thereof (but not on any Alterations or any of Tenant's Prope1ty) with customary limits and deductibles, together with such other types of insurance coverage, if any, as Landlord, in Landlord's sole discretion, may elect to can-y. 16, DAMAGE OR DESTRUCTION.

Ifby no fault of the Tenant, the Leased Premises are totally or partially damaged or destroyed by fire, earthquake, accident or other casualty, Lessor shall have the right to repair or rebuild the Leased Premises. If Lessor elects to repair or rebuild, it shall give Tenant notice of its election within 60 days of the event causing damage. If Lessor is able to complete such restoration within 90 days from the date of damage, subject to te1ms of this paragraph, this Lease shall remain in full force and effect. If Lessor is unable to restore the Leased Premises within this time, or if Lessor elects not to repair or rebuild, then either Lessor or Tenant may terminate this Lease by giving the other written notice. Rent shall be abated as of the date of damage. The abated amount shall be the cun-ent monthly Rent prorated on a 30 day basis. If this Lease is not te1minated and the damage is not repaired, then Rent shall be reduced based upon the extent to which the dmnage interferes with Tenant's reasonable use of the Lease Premises. If damage occurs as a result of an act of Tenant or Tenant's guest, only the Lessor shall have the right of termination and no reduction in Rent shall be made.

17. CONDEMNATION.

If the whole or if any mate1fal part of the Premises or Building is taken or condemned for any public or quasi-public use under either state or federal law, by eminent CIT A\51417\2125222.2 22
domain or pnrchase in lieu thereof (a "Taking"), and (a) such Taking renders the Premises or Building unsuitable, in Landlord's reasonable opinion, for the purposes for which they were constrncted; or (b) the Premises or Building cannot be repaired, restored or replaced at reasonable expense to an economically profitable unit, then Landlord may, at its option, tenninate this Lease as of the date possession vests in the condemning pmty. If twenty-five percent (25%) or more of the Premises is taken and ifthe Premises remaining after such Taking and any repairs by Landlord would be tenantable (in Tenant's reasonable opinion) for the conduct of Tenant's business operations, Tenant shall have the light to terminate this Lease as of the date possession vests in the condemning paity. The tenninating pmty shall provide w1itten notice of termination to the other pa1ty within thirty (30) days after it first receives notice of the Taking. The termination shall be effective as of the effective date of any order granting possession to, or vesting legal title in, the condemning authority. If this Lease is not terminated, Base Rent shall be appropriately adjusted to account for any reduction in the square footage of the Premises. If only a pmt of the Premises is subject to a Taking and this Lease is not tenninated, Landlord, with reasonable diligence, will restore the remaining pmtion of the Premises as nearly as practicable to the condition immediately p1ior to the Taking. Tenant hereby waives any and all rights it might othe1wise have pursuant to Section 1265.130 of the California Code of Civil Procednre, or any similar or successor Laws. Landlord shall be entitled to any and all compensation, damages, income, rent, awards or any interest thereon which may be paid or made in connection with any such Taking, and Tenant shall have no claim against Landlord forthe value of any expired te1m of this Lease or othe1wise; provided, howeve1; that Tenant shall be entitled to receive any award separately allocated by the condemning authority to Tenant for Tenant's relocation expenses, the value of Tenant's fixture, equipment and personal prope1ty (specifically excluding components of the Premises which under this Lease or by law are or at the expiration of the Te1m will become the property of Landlord, including, without limitation, fixtures and Alterations), or Tenant's loss of business goodwill, provide that such award does not reduce any award otherwise allocable or payable to Landlord.

18. DEFAULT.

18.1 Events of Default. The occnrrence of any of the following shall constitute a "Default" by Tenant:
(a) Tenant fails to make any payment of Rent when due, if payment in full is not received by Landlord within five (5) days after written notice that it is past due.
(b) Tenant abandons the Premises as defined in Section 1951.3 of the California Civil Code.
(c) Tenant fails timely to deliver any subordination document or estoppel certificate requested by Landlord within the applicable time period specified hereinbelow.
(d) Tenant violates the restrictions on Transfer set forth in Article 13.

CITA\5141712125222.2 23
(e) Tenant ceases doing business as a going concern; makes an assigrunent for the benefit of creditors; is adjudicated an insolvent, files a petition (or files an answer admitting the mateiial allegations of a petition) seeking relief under any state or federal bankruptcy or other statute, law or regulation affecting creditors' rights; all or substantially all of Tenant's assets are subject to judicial seizure or attachment and are not released within thirty (30) days, or Tenant consents to or acquiesces in the appointment of a trustee, receiver or liquidator for Tenant or for all or any substantial pai1 of Tenant's assets. (f) Tenant fails to cause any lien or stay notice to be discharged or released within ten (10) days after the same is recorded, as required by Section

10.4 above.
(g) Tenant fails to perfo1m or comply with any provision of this Lease other than those described in (a) through (e) above, and does not fully cure such failure within fifteen (15) days after notice to Tenant or, if such failure cannot be cured within such fifteen (15) day period, Tenant fails within such fifteen (15)-day pe1iod to commence, and thereafter diligently proceed with, all actions necessa1y to cure such failure as soon as reasonably possible but in all events within ninety (90) days of such notice.

18.2 Remedies. Upon the occurrence of any Default under this Lease, whether enumerated in Section 18.1 or not, Landlord shall have the option to pursue any one or more of the following remedies without any notice (except as expressly prescribed herein) or demand whatsoever. Without limiting the generality of the foregoing, Tenant hereby specifically waives notice and demand for payment of Rent or other obligations, and waives any and all other notices or demand requirements imposed by applicable Law:
(a) Te1minate this Lease and Tenant's right to possession of the Premises and recover from Tenant an award of damages equal to the sum of the following:
(i) The W mth at the Time of Award of the unpaid Rent
which had been earned at the time of tennination;
(ii) The Worth at the Time of Award of the amount by
which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such Rent loss that Tenant affamatively proves could have been reasonably avoided;
(iii) The Worth at the Time of Award of the amount by
which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such Rent loss that Tenant affirmatively proves could be reasonably avoided discounted to the then present value;
(iv) Any other amount necessary to compensate
Landlord for all the detriment either proximately caused by Tenant's failure to perform Tenant's obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; and
CIT A\5141712125222.2 24
(v) All such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time under applicable law.

The "Worth at the Time of Award" of the amounts referred to in patis (i) and (ii) above, shall be computed by allowing interest at the lesser of a per annum rate equal to: (A) the greatest per annum rate of interest permitted from time to time under applicable law, or (B) the Prime Rate plus 5% as detennined by Landlord, and as refened to in pati (iii) above, shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (I%). (b) Employ the remedy described in California Civil Code § 1951.4 (Landlord may continue this Lease in effect after Tenant's breach and abandonn1ent and recover Rent as it becomes due, ifTenant has the right to sublet or assign, subject only to reasonable limitations); or
(c) Notwithstanding Landlord's exercise of the remedy
described in California Civil Code § 1951.4 in respect of an event or events of Default, at such time thereafter as Landlord may elect in writing, to tetminate this Lease and Tenant's right to possession of the Premises atld recover an award of damages as provided above.

18.3 No Waiver. The subsequent acceptance of Rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any tetm, covenant or condition ofthis Lease, other thatl the failure of Tenant to pay the particular Rent so accepted, regardless of Landlord's knowledge of such preceding breach at the time of acceptance of such Rent. No waiver by Landlord of any breach hereof shall be effective unless such waiver is in writing and signed by Landlord.

18.4 Waiver of Redemption, Reinstatement, or Restoration. Tenant hereby waives any and all rights confened by Section 3275 of the Civil Code of California and by Sections l l 74(c) and 1179 of the Code of Civil Procedure of California and any and all other laws and rules of law from time to time in effect <luting the Lease Term or thereafter providing that Tenant shall have atlY right to redeem, reinstate or restore this Lease following its tetmination as a result of Tenatlt's breach.

18.5 Remedies Cumulative. No right or remedy herein confened upon or reserved to Landlord is intended to be exclusive of any other right or remedy, and each atld every right atld remedy shall be cumulative atld in addition to any other right or remedy given hereunder or now or hereafter existing by agreement, applicable Law or in equity. In addition to other remedies provided in this Lease, Landlord shall be entitled, to the extent permitted by applicable Law, to injunctive relief, or to a decree compelling perforn1atlce of any of the covenants, agreements, conditions or provisions of this Lease, or to atlY other remedy allowed to Landlord at law or in equity. Forbearatlce by Landlord to enforce one or more of the remedies herein provided upon atl event of Default shall not be deemed or construed to constitute a waiver of such Default.

CITA\5141712125222.2 25

18.6 Landlord's llight to Perfonn Tenant's Obligations. If Tenant is in Default of any of its non-monetary obligations under this Lease, in addition to the other rights and remedies of Landlord provided herein, then Landlord may at Landlord's option, but without any obligation to do so and without fmther notice to Tenant, perform any such term, provision, covenant or condition or make any such payment and Landlord by reason of doing so shall not be liable or responsible for any loss or damage thereby sustained by Tenant. If Landlord perfonns any of Tenant's obligations hereunder in accordance with this Section 18.6, the full amount of the costs and expense incurred or the payments so made or the amount of the loss so sustained shall be immediately be owed by Tenant to Landlord, and Tenant shall promptly pay to Landlord upon demand, as Additional Rent, the full amount thereof with interest thereon from the day of payment by Landlord the lower of ten percent (I 0%) per anmnn, or the highest rate permitted by applicable law.

18. 7 Severability. This A1ticle 18 shall be enforceable to the maximum extent such enforcement is not prohibited by applicable Law, and the unenforceability of any portion thereof shall not thereby render unenforceable any other pmtion.

19. LIMITATION OF LIABILITY.

Notwithstanding anything to the contra1y contained in this Lease, the liability of Landlord (and of any successor landlord) shall be governed by applicable state and federal laws for so long as Landlord is a public entity and, at any time thereafter, shall be limited to the interest of Landlord in the Building as the same may from time to time be encumbered. Tenant shall look solely to Landlord's interest in the Building for the recovery of any judgment. Neither Landlord nor any Landlord Related Party shall be personally liable for any judgment or deficiency, and in no event shall Landlord or any Landlord Related Paity be liable to Tenant for any lost profit, damage to or loss of business or a fmm of special, indirect or consequential damage. Before filing suit for an alleged default by Landlord, Tenant shall give Landlord and the Mortgagee(s) whom Tenant has been notified hold Mo1tgages (defined in Article 22 below), notice and reasonable time to cure the alleged default. 20, SURRENDER OF PREMISES.

At the tennination of this Lease or Tenant's right of possession, Tenant shall remove Tenant's prope1ty including any furnitme, fixtures, equipment or cabling installed by or for the benefit of Tenant from the Premises, and quit and smrender the Premises to Landlord, broom clean, and in good order, condition and repair, ordinary wear and tear and dainage which Landlord is obligated to repair hereunder excepted. Landlord may, by notice to Tenant not less than sixty ( 60) days prior to the Expiration Date (except in the event of a termination of this Lease prior to the scheduled Expiration Date, in which event no advance notice shall be required) require Tenant, at Tenant's expense, remove any Alterations (except as otherwise provided at Section 10.2, above) and repair any damage caused by such removal. If Tenant fails to remove any of Tenant's prope1ty, or to restore the Premises to the required condition, Landlord, at Tenant's sole cost and expense, shall be entitled (but not obligated) to remove and store Tenant's prope1ty and/or perform such restoration of the Premises. Landlord shall not be responsible for the value, preservation or safekeeping of Tenant's property. Tenant shall pay Landlord, upon demand, the expenses and storage charges incurred. If Tenant fails to remove Tenant's property CITA\5141712125222.2 26
from the Premises or storage, within thi1ty (30) days after notice, Landlord may deem all or any part of Tenant's property to be abandoned and, at Landlord's option, title to Tenant's prope1ty shall vest in Landlord or Landlord may dispose of Tenant's prope1ty in any manner Landlord deems appropriate.

21. HOLDING OVER.

If Tenant fails to surrender all or any pait of the Premises at the tennination of this Lease, occupancy of the Premises after te1mination shall be that of a tenancy at sufferance.

Tenant's occupancy shall be subject to all the terms and provisions of this Lease and Tenant shall pay an amount (on a per month basis without reduction for paiiial months during the holdover) equal to 150% of the sum of the Base Rent due for the period immediately preceding the holdover. No holding over by Tenant shall operate to extend the Te1m. If Tenant does not surrender possession at the end of the Tenn or sooner termination ofthis Lease, Tenant shall indemnify and hold Landlord harmless from and against any and all losses or liability resulting from delay in Tenant so surrendering the Premises including, without limitations, any loss or liability resulting from any claim against Landlord made by any succeeding tenant or prospective tenant founded on or resulting from such delay. Any holding over by Tenant with the written consent of Landlord shall thereafter constitute a lease from month to month.

22. MORTGAGES.

22.1 Subordination to M01tgages. Tenant accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or subsequently aiising upon the Premises, or Building and any ground lease( s) or other agreements or covenants running with the land now or subsequently aiising upon the Building, and to renewals, modifications, refinancing and extensions thereof (collectively referred to as a "Mortgage").

The patty having the benefit of a Mortgage shall be referred to as a "Mortgagee". This clause shall be self-operative, but upon request from a M01tgagee, Tenant shall, within ten (10) days wtitten request therefor from Landlord, execute a commercially reasonable subordination agreement in favor of the M01tgagee. Landlord shall use commercially reasonable effo1ts to obtain for Tenant a non-disturbance provision in any such subordination agreement. As an alternative, a Mortgagee shall have the tight at any time to subordinate its Motigage to this Lease. Upon request, Tenant, shall attom to any successor to Landlord's interest in this Lease.

22.2 Mottgage Protection. Tenant shall give to any Mortgagee, in accordance with the notice requirements of Article 25 below, at the same time as it is given to Landlord, a copy of any notices of default given to Landlord, provided that, prior to such notice, Tenant has been notified in wtiting (by way of notice of assigrunent of rent and leases, or otherwise) of the existence and address of such M01igagee. Tenant further agrees that, if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee shall have an additional reasonable petiod of time within which to cure such default, or if such default cannot be cured without Mortgagee pursuing its remedies against Landlord, then mo1tgagee shall have such additional time as may be necessary to commence and complete a foreclosure proceeding. If, in connection with obtaining financing for the Project, or a portion thereof, Landlord's lender shall request reasonable modifications to this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its consent to such CITA\5141712125222.2 27
modifications, provided that such modifications do not materially adversely affect Tenant's rights or increase Tenant's obligations under this Lease.

23. TENANT'S ESTOPPEL CERTIFICATE.

Within ten (10) days after written request therefor, Tenant shall execute and deliver to Landlord, in a fonn provided by or satisfactory to Landlord, an estoppel certificate stating, that this Lease is in full force and effect, desciibing any amendments or modifications thereto, acknowledging that this Lease is subordinate or prior, as the case may be, to any Motigage and stating any other infotmation Landlord may reasonably request, including the Te1m, the monthly Base Rent, the date to which Rent has been paid, the amount of any security deposit or prepaid rent, whether either party hereto is in default under the terms of the Lease, and whether Landlord has completed any constrnction obligations hereunder. Any such estoppel certificate may be relied upon by any person or entity purchasing, acquiiing an interest in or extending finance with respect to the Building, or any pmi thereof. If Tenant fails to provide such ce1iificate within ten (10) days as herein provided, such failure shall at Landlord's election, constitute a Default and Tenant shall be deemed to have given such certificate as above provided without modification and shall be deemed to have admitted the accuracy of any infmmation supplied by Landlord to a prospective purchaser or motigagee or deed oftrnst holder.

24. {Intentionally Omitted}

25. NOTICE.

All notices shall be in writing and delivered by hand or sent by registered, express, or ce1iified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service, or sent by overnight or same day courier service at the pmiy's respective Notice Address( es) set fotih in the Basic Lease Information ("Notice Address").

Each notice shall be deemed to have been received on the earlier to occur of actual delivery or the date on which delive1y is refused, or, ifTenant has vacated the Premises or any other Notice Address of Tenant without providing a new Notice Address, three (3) days after notice is deposited in the U.S. mail or with a couiier service in the manner described above. Either party may, at any time, change its Notice Address (other than to a post office box address) by giving the other party written notice of the new address.

26. LABOR PROVISIONS.

26.1 Equal Opportunity. Duling the Tenn, and with respect to person(s) in the Building or Premises or employment or employees at the Premises, Tenant agrees as follows:
(a) Tenant will not discriminate against any guest, visitor, invitee, customer, employee of Tenant or applicant for employment because of employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic info1mation, marital status, sex, gender identity, gender expression, age, sexual orientation, or military and veteran status. The employees of tenant shall be treated during employment, without regard to theii' employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender identity, gender expression, age, sexual orientation, or military and veteran status.

CIT A \51417\2125222.2 28
Such action shall include, but not be limited to, the following: employment, upgrading demotion, or transfer, recruitment or recmitment advertising, layoff or temlination, rate of pay or other forms of compensation, selection for training, including apprenticeship. Tenant agrees to post in conspicuous places, notices to be provided by the applicable government agencies, setting fmth the provisions of this nondiscrimination provision.
(b) Tenant will, in all solicitations or advertisements for employees placed by or on behalf of Tenant, state that all qualified applicants will receive consideration for employment without regard to employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, 1narital status, sex, gender identity, gender expression, age, sexual orientation, or1nilitary and veteran status.
( c) Tenant will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding a notice, advising the labor union or worker's representative of Tenant's commitments under this Equal Opportunity Clause and shall post copies of notice in conspicuous places available to employee and applications for employment.
(d) Tenant, through any approved sublease, shall require each of its subtenants to comply with the nondiscrimination provisions contained in this Section 26.1.

26.2 Convict Labor. In connection with the performance of work required by this Lease, Tenant agrees not to employ any person undergoing a sentence of implisonn1ent at hard labor.

26.3 Prevailing Wages and Related Requirements. Tenant acknowledges and agrees any Alterations made by or on behalf of Tenant to the Premises, or any pottion thereof, which are paid for in whole or in pait by Landlord or which ai·e considered to have been paid for in whole or in part by Landlord (e.g. by vittue of any rents that are reduced, waived or forgiven) will constitute "[ c ]onstmction, alteration, demolition, installation, or repair work done under contract and paid for in whole or in pait out of public funds ... ". (California Labor Code section 1720.) Tenant shall comply with any applicable laws, mies and regulations related to constmction wages and other constmction matters, if and to the extent applicable to the Premises after the Commencement Date including, but not limited to, the provision of Labor Code Section 1720 et seq., and/or Section 2-67 of the Alameda Municipal Code. From and after the Commencement Date, Tenant shall indemnify, defend (with counsel reasonably acceptable to Landlord), and hold harmless the Landlord Related Paities against any claim for damages, compensation, fines, penalties or other alllounts arising out of the failure or alleged failure of any person or entity (including Tenant and its contractors) to pay prevailing wages as detemlined pursuant to Labor Code Sections 1720 et seq., to employ apprentices pursuant to Labor Code Sections 1777.5 et seq., to require any contractor or subcontractor listed on a bid proposal for a public works project be registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5, to comply with the other applicable provisions .of Labor Code Sections 1720 et seq. and 1777.5 et seq., to meet the conditions of Section 1771.4 of the Labor Code, to require the general contractor for any prevailing wage work to furnish electronic certified payroll records directly to the Labor Commissioner at: https://apps.dir.ca.gov/ecpr/das/altlogin, CIT A\5141712125222.2 29
or to comply with any other regulation related to public contracts. Tenant's obligation to indemnify, defend and hold hmmless under this Section 26.3 shall survive te1mination of this Lease, and shall be interpreted broadly so as to apply to any legal or administrative proceeding, arbitration, or enforcement action.

27. MISCELLANEOUS.

27.1 Governing Law. This Lease shall be interpreted and enforced in accordance with the Laws of the State of California and Landlord and Tenant hereby iJTevocably consent to the jmisdiction and proper venue of such state.

27.2 Severability. If any section, te1m or provision of this Lease is held invalid by a court of competent jurisdiction, all other sections, tenns or severable provisions of this Lease shall not be affected thereby, but shall remain in full force and effect. 27 .3 Attorneys' Fees. In the event of an action, suit, arbitration or proceeding brought by Landlord or Tenant to enforce any of the other's covenants and agreements in this Lease, the prevailing party shall be entitled to recover from the non-prevailing patty any costs, expenses (including out of pocket costs and expenses) and reasonable attorneys' fees incurred in connection with such action, suit or proceeding. Without limiting the generality of the foregoing, if Landlord utilizes the services of an attorney for the purpose of collecting any Rent due and unpaid by Tenant or in connection with any other breach of this Lease by Tenant following a wtitten demand of Landlord to pay such amount or cure such breach, Tenant agrees to pay Landlord reasonable actual attorneys' fees for such services, irrespective of whether any legal action may be commenced or filed by Landlord.

27.4 Force Majeure. Whenever a period of time is prescribed for the taking of an action by Landlord or Tenant (other than the payment of Rent), the period of time for the perf01mance of such action shall be extended by the number of days that the performance is actually delayed due to sttikes, acts of God, shortages oflabor or matetials, war, terrorist acts, pandemics, civil disturbances, extreme weather and other causes beyond the reasonable control of the perfo1ming patty ("Force Majeure").

27.5 Sale. Landlord shall have the right to transfer and assign, in whole or in part, all of its tights and obligations under this Lease and in the Building. Upon transfer, Landlord shall be released from any futther obligations hereunder and Tenant agrees to look solely to the successor in interest of Landlord for the performance of such obligations, provided that any successor pursuant to a voluntmy, third patty transfer (but not as pati of an involuntary transfer resulting from a foreclosure or deed in lieu thereof) shall have assumed Landlord's obligations under this Lease.

27.6 filw. Tenant shall be entitled to install signage in the restored marque of the Building confmming to specifications provided by Landlord. Any additional signage must be reviewed and approved by Landlord for compatibility with the historic restoration of the Building. All signage shall be at Tenant's cost and subject to Landlord's reasonable consent and the approval of the City acting in its regulator capacity, and subject to its pennitting authority pursuant to the Alameda Municipal Code.

CIT A\51417\2125222.2 30

27. 7 Brokers. Landlord and Tenant each represents and warrants to the other that neither it nor its officers or agents nor anyone acting on its behalf has dealt with any real estate broker except the Brokers specified in the Basic Lease Information in the negotiating or making of this Lease. Each party agrees to indemnify, defend and hold harmless the other from any claim or claims, and costs and expenses, including attorneys' fees, incurred by the indemnified paity in conjunction with any such claim or claims of any other broker or brokers to a commission in com1ection with this Lease as a result of the actions of the indemnifying party.

Provided that this Lease is fully executed by the parties hereto, Landlord shall pay a commission to Landlord's Broker pursuant to a separate written agreement between Landlord and Landlord's Broker, and Landlord's Broker shall be responsible for any fee or conunission payable to Tenant's Broker.

27.8 Access by Landlord. In addition to access provided by this Lease, Landlord shall be allowed access to the Premises at all reasonable times tlu·oughout the tenn of this Lease, for any reasonable pmpose upon prior written notice to Tenant. Landlord will n01mally give Tenant a minimum of twenty-fom (24) hours prior notice of an intention to enter the Premises, unless the entry is reasonably required on an emergency basis for safety, enviromnental, operations or security pmposes. Tenant shall ensure that a telephone roster is maintained at all times for on­ call persons representing Tenant who will be available on sh01t notice, 24 hours a day, 365 days per year, and have authority to use all keys necessary to gain access to the Premises to facilitate ent1y in time of emergency. Tenant shall ensure that Landlord has a current roster of such on­ call persollilel and their phone numbers. Tenant shall not change any existing locks, or attach any additional locks or similar devices to any door or window, without providing to Landlord one set of keys therefor. All keys must be returned to Landlord at the expiration or termination of this Lease. Tenant shall have no claim against Landlord for exercise of its rights of access herermder. Portions of the utilities systems serving the former Naval Air Station Alameda may be located within the Building or Premises. Tenant agrees to allow Landlord and its utility supplier reasonable access to the Premises for operation, maintenance, repair and replacement of these utilities systems as may be required. ill executing operation, maintenance, repair or replacement of these systems, Landlord agrees to take commercially reasonable steps to linlit interference with the use of the Premises by Tenant.

27.9 Waiver of Right to Jmy Trial. Landlord and Tenant waive their respective rights to trial by jmy of any contract or t01t claim, counterclaim, cross-complaint, or cause of action in any action, proceeding, or hearing brought by either paity against the other on any matter arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, or Tenant's use or occupancy of the Premises, including without limitation any claim ofiajury or damage or the enforcement of a11y remedy under any cmTent or future law, statute, regulation, code, or ordinance. Landlord and Tenant agree that this paragraph constitutes a written consent to waiver of trial by jury within the meaning of California Code of Civil Procedure Section 63 l(f)(2), and Tenant does hereby authorize and empower Landlord to file this paragraph and/or this Lease, as required, with the clerk or judge of any court of competent jmisdiction as a written consent to waiver of jury trial. If the waiver set f01th in this Section 27.9 is determined by any comt to be invalid because it was executed prior to the commencement of any action, then Landlord and Tenant each covenant and agree to execute and deliver to the other, within five (5) days of a written request by the other, a waiver of the right to trial by jury sinlilar in terms and CIT A \51417\2125222.2 31
scope to the waiver set fmth in this Section 27.9 at such time following the commencement of such action as such waiver , if then made, would be valid. 27 .10 Recordation. Neither this Lease, nor any memorandum, affidavit nor other writing with respect thereto, shall be recorded by Tenant or by anyone acting through, under or on behalf of Tenant without the prior written consent of Landlord, which may be granted or withheld in Landlord's sole and absolute discretion. Any recording thereof in violation of this provision shall make this Lease null and void at Landlord's election.

27.11 Atticle and Section Titles. The Atticle and Section titles use herein are not to be consider a substantive part of this Lease, but merely desc1iptive aids to identify the paragraph to which they referred. Use of the masculine gender includes the feminine and neuter, and vice versa.
27 .12 Authoritv. If Tenant is a corporation, pa1tnership, trust, association or other entity, Tenant and each person executing this Lease on behalf of Tenant does hereby covenant and wairnnt that (a) Tenant is duly incorporated or othe1wise established or formed and validly existing under the laws of its state of incorporation, establishment or formation, (b) Tenant has and is duly qualified to do business in California, ( c) Tenant has full corporate, partnership, bust, association or other power and authority to enter into this Lease and to perfmm all Tenant's obligations hereunder, and ( d) each person (and all of the persons if more than one signs) signing this Lease on behalf of Tenant is duly and validly authmized to do so. Upon execution hereof and at Landlord's request, Tenant shall provide Landlord with a w1itten certification of its Corporate Secretary or other appropriate authorizing officer or partner attesting that at a duly noticed meeting of its Board of Directors or other governing body a resolution has been unanimously adopted approving Tenant's execution hereof, thereby binding itself to the tenns of this Lease and identifying the person(s) authmized to execute this Lease on behalf of Tenant.

27.13 Quiet Possession. Landlord covenants and agrees with Tenant that, upon Tenant's payment of Rent and observing and performing all of the terms, covenants, conditions, provisions and agreements of this Lease on Tenant's pait to be observed or pe1formed, Tenant shall have the quiet possession of the Premises throughout the Term.

27.14 Guai·anty. As a condition precedent to Landlord's entering into this Lease, C1istopher C. Massie and Theresa Massie, and each of them, shall execute and deliver to Landlord the Guaranty attached hereto as Exhibit G.

27.15 OFAC Ce1tification. Tenant represents, warrants and covenants that: (a) Tenant and its principals are not acting, and will not act, directly or indirectly, for or on behalf of any person, group, entity, or nation nained by any Executive Order or the United States Treasury Depaitment as a tetTorist, "Specially Designated and Blocked Person" or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control; and (b) Tenant acknowledges that the breach of this representation, warranty and covenant by Tenant shall be an immediate Default under the Lease.

CITA\5141712125222.2 32

27.16 Certified Access Specialist Disclosure. In accordance with Civil Code Section 1938, Landlord hereby discloses that the Premises have not undergone inspection by a Ce1iified Access Specialist for purposes of determining whether the property has or does not meet all applicable construction related accessibility standards pursuant to Civil Code Section 55.53. A Ce1iified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable constrnction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial prope1ty owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The pa1iies shall mutually agree on the affangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to c01Tect violations of constrnction-related accessibility standards within the Premises. The forgoing notwithstanding, the paiiies agree that Tenant shall be solely responsible for the payment of all fees for the CASp inspection. The cost of making any repairs necessary to correct violations of constrnction-related accessibility standards within the Premises shall be governed by Section 6.2 above. 27 .17 Time of the Essence. Time is of the essence of this Lease and each and all of its prov1s10ns.
27 .18 Entire Agreement. This Lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Lease, and no prior agreements or understandings pe1iaining to any such matter shall be effective for any purpose. No provision of this Lease may be amended or added except by an agreement in writing signed by the parties hereto or their respective successors-in-interest.

27.19 Financial Statement. Within thirty (30) days after Landlord's w1itten request, Tenant shall deliver to Landlord the then current financial statements of Tenant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied and shall be certified as accurate in all material respect by an officer of Tenant.

27.20 Relocation Benefits. Tenant acknowledges that upon the expiration or earlier tem1ination of this Lease, for any reason other than a Taking as defined at Article 17, Tenant shall not be a displaced person, and therefore waives any and all claims for relocation benefits, assistances and/or payments under Government Code Sections 7260 et seq., 25 California Code of Regulations Sections 600 et seq., 42 U.S.C. 4601 et seq., 29 C.F.R. Sections 121 et seq. and 49 C.F.R Sections 24.1 et seq. Tenant further acknowledges and agrees that upon the expiration or earlier termination of this Lease for any reason, other than a Taking as hereinabove def med, no claim shall ai·ise, nor shall Tenant asse1i any claim for loss of business goodwill (as that term is defined at CCP §1263.510) and no compensation for loss ofbusiness goodwill shall be paid by Landlord.

27.21 Counterparts. This Lease may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the satne instmment.

CIT A\51417\2125222.2 33
Landlord and Tenant have executed this Lease as of the day and year first above written.

LANDLORD:

City of Alameda,
a charter city and mu
By:

Date:

RECOMMENDED FOR APPROVAL
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community Development Director
CITA\514 l 7'2 l 25222.2 34
TENANT:

Park Street Wine Cellars, Inc.,
a California corporation
By:

Its:

Christo 1er C. Massie
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EXHTBITB

COMMENCEMENT LETTER
Re: Lease dated as of , 2019, by and between City of Alameda, as Landlord, and , a , as Tenant, for Suite 122 in the ----------
Historic Alameda Theatre Building located at 2315 Central Avenue, Alameda, California.

In accordance with the terms and conditions of the above referenced Lease, Tenant accepts possession of the Premises and agrees:

1. The Commencement Date of the Lease is ---

2. The Expiration Date of the Lease is _____ _
Please acknowledge your acceptance of possession and agreement to the terms set forth above by signing all 3 counterparts of this Commencement Letter in the space provided and returning 2 fully executed counterpmis to my attention.

Sincerely Agreed and Accepted:

Landlord: City of Alameda Tenant: Park Street Wine Cellars, lnc.

By: By:

Name: Name:

Title: Title:
[Exhibit Do not sign J
CITA\5141712125222.2

EXHIBIT C

RENEW AL NOTICE
Re: Lease dated as of ___ , 2019, by and between City of Alameda, as Landlord, and ---------~
, a , as Tenant.

In accordance with Section 3.4 (a) of the above referenced Lease, by this notice Tenant hereby irrevocably exercises its Renewal Option for the Renewal Term, at the Renewal Rate and upon the terms and conditions specified in Section 3.4.

Sincerely:
[Name of Tenant]
By:

Its:
--------~
CIT A\51417\2125222.2
[Exhibit Do not sign]

EXHIBIT D

GUARANTY
IN CONSIDERATION of and as an inducement for the granting, execution and delivery of the Lease Agreement (the "Lease") by and between CITY OF ALAMEDA, a charter city and municipal corporation ("Landlord") and Park Street Wine Cellars, Inc., a California corporation, ("Tenant") for those certain premises known as 2319 Central A venue, Suite 122, Alameda, CA, and located in the Historic alameda Theater Building (the "Premises"), the undersigned, CHRISTOPHER C. MASSIE and THERESA MASSIE (collectively "Guarantors"), hereby covenants and agrees as follows:

I. Guarantors unconditionally and irrevocably guarantee to Landlord the foll and prompt payment of the Lease Amounts (as defined in Paragraph 2 below) and hereby unconditionally and iJTevocably guarantee the foll, faithful and timely performance and observance of all the covenants, terms, conditions and agreements required lo be performed and observed by Tenant under the Lease and any amendment, modification or renewal thereof.

2. Guarantors hereby covenant and agree to and with Landlord that if a default shall at any time be made by Tenant in the payment of any such Lease Amounts, or ifTenant should default in the performance and observance of any of the terms, covenants, provisions or conditions contained in the Lease or, should any such Lease Amounts not be paid or terms, covenants, provisions and conditions not be performed in the event of a Financial Proceeding (as defined in Paragraph I 0 below), Guarantors shall and will forthwith pay such Lease Amounts, and shall and will forthwith pay all Lease Amounts that (a) may arise in connection with the Lease and/or any enforcement of this Guaranty, or (b) would have accrued under the Lease but for the commencement of a Financial Proceeding. "Lease Amounts" means all monetary obligations of Tenant to Landlord pursuant to the Lease and any and all other sums and charges payable by Tenant under the Lease, together with all damages, late charges, interest, costs, fees, attorneys' fees and expenses incurred or suffered by Landlord as a result of non-payment of any such amounts.

3. Guarantors' obligations under this Guaranty shall be binding on Guarantors' successors and assigns. All references in this Guaranty (a) to Landlord and Tenant shall include their successors, assigns or subtenants, as the case may be, (b) to Tenant, shall also include any entity created by or pursuant to any Financial Proceeding; and (c) to Tenant, shall include any successors in interest to Tenant (whether or not directly succeeding Tenant) by reason of an Event of Reorganization (as defined in Paragraph IO below).

4. The provisions of the Lease may be changed by agreement between Landlord and Tenant without the consent of or notice to Guarantors. The provisions of the Lease may be changed by agreement between Landlord and any permitted assignee of Tenant or any subsequent assignee without the consent of or notice to Guarantors. The Lease may be assigned by Landlord or Tenant, and the Premises, or a portion thereof, may be sublet by Tenant, all in accordance with the provisions of the Lease, without the consent of or notice to Guarantors. This Guaranty shall guarantee the performance of the Lease so assigned. Without limiting the generality of the foregoing, Guarantor waives the rights and benefits of California Civil Code Sections 2819 and CIT A\5 I 41712125222.2
2820 with respect to any change to the Lease between Landlord and Tenant, and with respect to any change to the Lease between Landlord and any permitted assignee of Tenant or any subsequent assignees, and agrees that by doing so Guarantors' liability shall continue even if(a) Landlord and Tenant alter any Lease obligations, or Landlord and any permitted assignee of Tenant or any subsequent assignees alter the Lease obligation, or (b) Guarantors' remedies or rights against Tenant are impaired or suspended without Guarantors' consent by such alteration of Lease obligations.

S. This Guaranty and Guarantors' obligations hereunder shall continue and remain in full force and effect notwithstanding Landlord's failure or delay from time to time to enforce any of its rights under the Lease or this Guaranty.

6. If Tenant breaches or otherwise is in default under the Lease, Landlord may proceed against Guarantors or Tenant, or all of them, or Landlord may enforce against either or both Guarantors (individually or jointly) or Tenant any rights that Landlord has under the Lease, in equity or under applicable law. If the Lease terminates and Landlord has any rights against Tenant after termination, Landlord may enforce those rights against Guarantors, without giving previous notice to Tenant or Guarantors. Guarantors here by agree that no notice of default need be given to Guarantors, it being specifically agreed and understood that this Guaranty of the undersigned is a continuing guarantee under which Landlord may proceed forthwith and immediately against Tenant or against Guarantors following any breach or default by Tenant.

7. Guarantors hereby waive all benefits and defenses under California Civil Code Sections 2808, 2809, 2810, 2819, 2845, 2848, 2849 and 2850, including without limitation: (a) the right to require Landlord to proceed against Tenant, proceed against or exhaust any security that Landlord holds from Tenant, or pursue any other remedy in Landlord's power; (b) any defense to its obligations hereunder based on the termination of Tenant's liability; (c) all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, and notices of acceptance of this Guaranty; and ( d) all notices of the existence, creation, or incurring of new or additional obligations. Landlord shall have the right to enforce this Guaranty regardless of the acceptance of additional security from Tenant and regardless of the release or discharge of Tenant by Landlord or by others, or by operation of any law.

8. The obligations of Tenant under the Lease to execute and deliver estoppel ce1iificates and applicable financial statements, if any, shall be interpreted to also require such documents from Guarantor and in the time periods prescribed in the Lease, except that such certificates and statements shall be with regard to the Guaranty, not the Lease.

9. Guarantors' liability hereunder shall continue until all sums due and owing Landlord under the Lease have been paid and all obligations of Tenant to be performed under the Lease have been performed, all to the satisfaction of Landlord.

10. The obligations of Guarantors under this Guaranty shall remain in full force and effect and Guarantors shall not be discharged by any of the following events with respect to Tenant or Guarantor: (a) insolvency, bankruptcy, reorganization anangement, adjustment, composition, assignment for the benefit of creditors, liquidation, winding up or dissolution (each, a "Financial Proceeding"); (b) any merger, acquisition, consolidation or change in entity structure, or any CJT A\5141712125222.2 2
sale, lease, transfer, or other disposition of any entity's assets, or any sale or other transfer of interests in the entity (each, an "Event of Reorganization"); or (c) any sale, exchange, assignment, hypothecation or other transfer, in whole or in part, of Landlord's interest in the Premises or the Lease. Nothing in this Paragraph I 0 shall diminish the effect of any subsequent written agreement between Guarantors and Landlord.

11. Guarantors hereby represent and warrant that each has executed this Guaranty based solely on its independent investigation of Tenant's financial condition and having had the opportunity to consult with counsel of his choosing. Guarantors hereby assume responsibility for keeping informed of Tenant's financial condition and all other circumstances affecting Tenant's performance of its obligations under the Lease. Absent a written request for such information by Guarantors, Landlord shall have no duty to advise Guarantors of any information known to it regarding such financial condition or circumstances.

12. Guarantors fu1ihcr agree that they may be joined in any action against Tenant in connection with the said obligations of Tenant and recovery may be had against Guarantors in any such action. Guarantors hereby expressly waive the benefits and defenses under California Civil Code Sections 2821, 2839, 2847, 2848, 2849, 2855 and, to the extent applicable, 2856 to the fullest extent permitted by applicable law. Guarantors agree not to exercise any right of subrogation or reimbursement against Tenant until after all amounts due and owing under the Lease have been paid. If the foregoing waiver is determined by a court of competent jurisdiction to be void or voidable, Guarantors agree to subordinate its rights of subrogation and reimbursement against Tenant to Landlord's rights against Tenant under the Lease.

13. Guarantors hereby represent and warrant that, as of the date of the execution of this Guaranty by Guarantors, there is no action or proceeding pending or, to Guarantors' lmowledge after due inquiry, threatened against Guarantors, or either of them, before any court or administrative agency which could adversely affect the Guarantors' financial condition. The foregoing representation and warranty shall survive the execution and delivery of this Guaranty and is expressly made for the benefit of Landlord, and Landlord's pminers, lenders, representatives, successors and assigns.

14. This Guaranty shall be one of payment and performance and not of collection. If there is more than one undersigned Guarantor, the term Guarantor, as used herein, shall include and be binding upon each and every one of the undersigned, and each of the undersigned shall be jointly and severally liable hereunder. If there is more than one undersigned Guarantor, Landlord shall have the right lo join one or all of them in any proceeding or to proceed against them in any order.

15. Guarantors shall indemnify, defend (with counsel acceptable to Landlord), protect and hold harmless Landlord, and Landlord's partners, lenders, representatives, successors and assigns from and against all liabilities, losses, claims, demands, judgments, expenses and costs (including all attorneys' fees and costs to enforce any of the terms of this Guaranty or otherwise awarded hereunder) arising from or in any way related to any failure by Tenant or Guarantors to pay Rent and any and all other sums and charges payable by Tenant under the Lease, or to fully, faithfully and timely perform and observe all the covenants, terms, conditions and agreements required to be performed and observed by Tenant under the Lease.

CITA\51417\2125222.2 3

16. The term "Lease" whenever used in this Guaranty shall be deemed, and interpreted so as, to also include any renewals or extensions of the initial or renewal term(s), as the case may be, and any holdover periods thereunder.

17. All demands, notices and other communications under or pursuant to this Guaranty shall be in writing, and shall be deemed to have been duly given when personally delivered, or three (3) days after the date deposited in the United States Postal Service, first-class postage prepaid, certified with return receipt requested, or the delivery date designated for overnight courier services (e.g. Federal Express), addressed to the party at the address set forth below, or at such other address as may be hereafter designated in writing by either party to the other.

Landlord:

City of Alameda
Alameda City Hall
2263 Santa Clara Ave
Alameda, CA 9450 I
Tel: (510) 748-4509
Attn: City Manager
Notice Copy to:

RiverRock Real Estate Group, Inc., as Agent for
City of Alameda
950 West Mall Square, Suite #239
Alameda, CA 94501
Tel: (510) 749-0304
Guarantors:

Christopher C. & Teresa Massie
420 Cola Ballena #B
Alameda, CA 9450 I

18. Guarantors hereby represent and warrant that each is duly authorized to execute and deliver this Guaranty; that this Guaranty is binding on Guarantors, and each of them, in accordance with its terms; that the terms and provisions of this Guaranty are intended to be valid and enforceable in accordance with its terms; and that the signatories to this Guaranty are duly authorized to bind Guarantors and execute this Guaranty on Guarantors' behalf.

19. Landlord may assign this Guaranty in conjunction with the assignment of all or any portion of Landlord's interest in the Lease, without the necessity of obtaining Guarantors' consent thereto, and any such assignment shall not affect, or otherwise relieve, Guarantors from their obligations or liability hereunder. Guarantors may not assign or otherwise delegate any of their rights or obligations hereunder without first obtaining Landlord's written consent thereto, which consent may be withheld in Landlord's sole discretion. The tenns and provisions of this Guaranty shall inure to the benefit of Landlord and Landlord's partners, lenders, representatives, successors and assigns. Guarantors hereby acknowledges that Landlord is relying upon CIT A 15I4I712125222.2 4
Guarantors' covenants, representations and warranties contained in this Guaranty in entering into the Lease with Tenant, and Guarantors hereby undertakes to perform its obligations hereunder promptly and in good faith.

20. If all or any portion of the obligations guaranteed hereunder are paid or performed and all or any part of such payment or performance is avoided or recovered, directly or indirectly, from Landlord as a preference, fraudulent transfer or otherwise, then Guarantors' obligations hereunder shall continue and remain in full force and effect as to any such avoided or recovered payment or performance.

21. All representations and warranties by Guarantors contained herein or made in writing pursuant to this Guaranty are intended to and shall remain true and correct as of the time of execution of this Guaranty, shall be deemed to be material, shall survive the execution and delivery of this Guaranty, and shall be relied upon by Landlord and Landlord's partners, lenders, representatives, successors and assigns.

22. Guarantors acknowledge and agree that California is the situs of(i) the negotiation of the Lease and this Guaranty, (ii) the execution and delivery of the Lease and this Guaranty, (iii) the payment of any amounts due under the Lease and this Guaranty, (iv) the principal office of Guarantor, (v) the place of residence of Guarantors, and (vii) the principal office of Landlord.

Therefore, this Guaranty shall be governed by and construed in accordance with the laws of the State of California, irrespective of its conflict of law rules. In addition, Guarantors hereby consents to the jurisdiction of any state or federal court located within the County in which the Premises arc located and irrevocably agrees that all actions or proceedings arising out of or relating to the Lease and this Guaranty shall be litigated in such courts. Guarantors accept generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Guaranty. This Guaranty shall be subject to all valid applicable laws and official orders, rules and regulations, and, in the event this Guaranty or any pmiion thereof is found to be inconsistent with or contrary to any such laws or official orders, rules or regulations, the latter shall be deemed lo control, and this Guaranty shall be regarded as modified and shall continue in full force and effect; provided, however, that nothing herein contained shall be construed as a waiver of any right to question or con lest any such law, order, rule or regulation in any forum having jurisdiction in the Premises.

23. This Guaranty and any exhibits hereto constitute the entire agreement between the parties with respect to the matters covered herein and supersedes all prior agreements and understandings between the pmties hereto relating to the subject matter hereof.

24. In the event a Guarantor fails lo perform any of his obligations under this Guaranty or in the event a dispute arises concerning the meaning or interpretation of any provision of this Guaranty, the defaulting party or the party not prevailing in such dispute, as the case may be, shall pay any and all costs and expenses incurred by the other pmty in enforcing or establishing its rights hereunder, including, without limitation, comt costs, expe1i fees, and reasonable attorneys' fees.

CIT/\\51417'\2.125222.2 5

25. Guarantors covenant and agree that, from and after the date of this Guaranty, Guarantors shall not remove or withdraw and/or cause the removal or withdrawal of any of Guarantors' assets from the State of California without Landlord's prior written consent, which consent may be withheld by Landlord in Landlord's reasonable discretion.

26. Time is of the essence of this Guaranty.

27. The obligations and liabilities of each Guarantor hereunder shall be joint and several. In the event one or more Guarantors fails to execute and deliver this Guaranty to Landlord or is otherwise partially or folly released of its obligations and liabilities under this Guaranty, such failure or release shall not release any other Guarantor which executed and delivered this Guaranty from, or diminish, impair, reduce or adversely affect, any such Guarantor's obligations and liabilities under this Guaranty. It is acknowledged by each Guarantor that it may be required to pay the Guaranteed Obligations in foll without assistance or support of any other party or Guarantor.

28. This Guaranty and the obligations of Guarantors hereunder shall continue and remain in full force and effect through the sixtieth (60th) full calendar month of the Term. Except for any obligations arising hereunder during the first sixty ( 60) months of the Term, which shall be continuing, only shall be deemed to have expired effective as of the last day of the sixtieth (60th) month of the Term.
~2019
IN WITNESS WHEREOF, Guarantors have executed this Guaranty as of~· Theresa Massie
CJTA\5141712125222.2 6
Database: Lease Profile Page:

Date:
1 Time:

Lease Id:

Master Occupant Id:
3/1/2022

RIVERROCKGRP
02:39 PM
RiverRock REGTIDE02 - 007478
00006475-1
Legal Name:

Contact Name:

Phone No:

Fax No:

N
A
M
E
B
L
L
IT
O
Tenant Id:

Tenant Type Id:

Lease Stop:

SIC Group:

NAICS Code

PARK STREET WINE CELLARS INC

PARK STREET WINE CELLARS INC

CHRISTOPHER MASSIE
(832) 465-4342
2315 CENTRAL AVE STE 122

ALAMEDA CA 94501

PARK STREET WINE CELLARS INC
2315 CENTRAL AVE

TIDELANDS - COMMERCIAL
No

Suite Information
Occupancy Status:

Execution:

Beginning:

Occupancy:

Rent Start:

Expiration:

Vacate:

Building Id:

Lease Id:

Suite Id:

Leased Sqft:

Pro-Rata Share:

Ann. Mkt. Rent PSF:

11/15/2019
6/30/2020
6/30/2020
Inactive
TIDE02
007478
0122
0 0.00

Cat. Description Amount
Monthly
Amount
Annual
Current Recurring Charges
PSF
AmountEffective
DateSqft.

RNT Monthly Rent 33,180.00 0.005/15/2020 2,765.000
Rate Change Schedule
Cat. Description Amount
Monthly
Amount
Annual
PSF
AmountEffective
DateSqft.

RNT 11/15/2019Monthly Rent 0.000.000 0.00
RNT 5/15/2021Monthly Rent 0.0034,175.400 2,847.95
RNT 5/15/2022Monthly Rent 0.0035,200.680 2,933.39
RNT 5/15/2023Monthly Rent 0.0036,256.680 3,021.39
RNT 5/15/2024Monthly Rent 0.0037,344.360 3,112.03
Lease Notes
Effective
Date Ref 1 Note Ref 2
SEC DEP SEC DEPOSIT OF $3021.39 10/16/2019
No assurance is provided on these financial statements. For management use only.

Monthly Financial Draft
Park Street Wine Cellars
For the period ended December 31, 2021
Prepared by
SK Accountancy Corporation
Prepared on
January 19, 2022
2/38
Table of Contents
Profit and Loss.......................................................................................................................................................3 Balance Sheet........................................................................................................................................................4 Profit and Loss Dec 2021-2020 Comparison ........................................................................................................6 Profit and Loss 2021-2020 Comparison................................................................................................................7 Profit and Loss by Month.......................................................................................................................................9 General Ledger....................................................................................................................................................10 Park Street Wine Cellars 3/38
Profit and Loss
December 2021
Total
INCOME
Sales 14,306.37
Misc sales NT 586.62
Sales Disc/Returns -368.53
Total Sales 14,524.46
Sales online 1,892.08
Total Income 16,416.54

COST OF GOODS SOLD
Cost of Goods Sold 9,603.02
Total Cost of Goods Sold 9,603.02
GROSS PROFIT 6,813.52

EXPENSES
Accounting Expense 400.00
Advertising & Marketing 245.98
Auto Expense 374.40
Bank Charges & Fees 30.00
Business License & Permits 1,029.00
Computer & Internet Expense 133.32
Dues & subscriptions 295.00
Insurance 137.66
Interest Expense 203.82
Meals Expense 597.42
Merchant Expense 295.59
Postage & Delivery 927.17
Property Tax 945.51
Software and Apps 316.32
Supplies 44.28
Utilities 208.38
Waste Disposal 369.69
Total Expenses 6,553.54
NET OPERATING INCOME 259.98
NET INCOME $259.98
Park Street Wine Cellars 4/38
Balance Sheet
As of December 31, 2021
Total
ASSETS
Current Assets
Bank Accounts
Bank of Marin 8607 5,580.05
Cash on hand 870.22
Total Bank Accounts 6,450.27
Other Current Assets
Deposit in transit 474.57
Inventory Asset 25,971.97
Total Other Current Assets 26,446.54
Total Current Assets 32,896.81
Fixed Assets
Accumulated amortization -2,077.00
Accumulated depreciation -6,200.00
Furniture & fixtures 4,547.00
Leasehold Improvement 24,779.10
Organization Cost 3,525.90
Start up Cost 23,400.99
Web Site 4,500.00
Total Fixed Assets 52,475.99
TOTAL ASSETS $85,372.80

LIABILITIES AND EQUITY
Liabilities
Current Liabilities
Credit Cards
Credit Card - PayPal -1,477.16
Total Credit Cards -1,477.16
Other Current Liabilities
Credit Card - Massie 1,808.01
Loan from shareholder 56,426.22
Loan Payable - Fidelity 6,572.39
Loan Payable - Upstart 18,424.17
Sales Tax Payable 3,339.00
SK-Gift Card Liability 563.20
Total Other Current Liabilities 87,132.99
Total Current Liabilities 85,655.83
Total Liabilities 85,655.83
Equity
Retained Earnings -34,750.23
Shareholder Contribution 54,438.66
Net Income -19,971.46
Park Street Wine Cellars 5/38
Total
Total Equity -283.03
TOTAL LIABILITIES AND EQUITY $85,372.80
Park Street Wine Cellars 6/38
Profit and Loss Dec 2021-2020 Comparison
December 2021
Total
Dec 2021 Dec 2020 (PY)
INCOME
Sales 14,306.37 14,561.49
Misc sales NT 586.62 411.36
Sales Disc/Returns -368.53 -246.81
Total Sales 14,524.46 14,726.04
Sales online 1,892.08 2,035.80
Total Income 16,416.54 16,761.84

COST OF GOODS SOLD
Cost of Goods Sold 9,603.02 15,754.88
Total Cost of Goods Sold 9,603.02 15,754.88
GROSS PROFIT 6,813.52 1,006.96

EXPENSES
Accounting Expense 400.00 445.00
Advertising & Marketing 245.98 230.99
Amortization Expense 2,077.00
Auto Expense 374.40
Bank Charges & Fees 30.00
Business License & Permits 1,029.00 800.00
Computer & Internet Expense 133.32 158.00
Depreciation Expense 6,200.00
Dues & subscriptions 295.00 310.00
Insurance 137.66 285.32
Interest Expense 203.82 261.28
Legal & Professional Services 2,164.20
Meals Expense 597.42 109.01
Merchant Expense 295.59 556.39
Postage & Delivery 927.17 635.55
Property Tax 945.51
Rent & Lease 2,765.00
Software and Apps 316.32 158.73
State Taxes 800.00
Supplies 44.28 364.86
Utilities 208.38 247.66
Waste Disposal 369.69 67.59
Total Expenses 6,553.54 18,636.58
NET OPERATING INCOME 259.98 -17,629.62
NET INCOME $259.98 $ -17,629.62
Park Street Wine Cellars 7/38
Profit and Loss 2021-2020 Comparison
January - December 2021
Total
Jan - Dec 2021 Jan - Dec 2020 (PY)
INCOME
Sales 103,373.78 109,676.49
Misc sales NT 3,247.42 4,151.63
Sales Disc/Returns -4,601.52 -3,371.49
Total Sales 102,019.68 110,456.63
Sales online 15,821.07 26,271.51
Total Income 117,840.75 136,728.14

COST OF GOODS SOLD
Cost of Goods Sold 70,444.35 83,819.24
Total Cost of Goods Sold 70,444.35 83,819.24
GROSS PROFIT 47,396.40 52,908.90

EXPENSES
Accounting Expense 1,692.67 4,732.20
Advertising & Marketing 3,399.70 3,054.62
Amortization Expense 2,077.00
Auto Expense 4,217.87 258.65
Bank Charges & Fees 59.61 0.00
Business License & Permits 1,622.00 1,555.00
Computer & Internet Expense 1,715.32 1,472.90
Depreciation Expense 6,200.00
Donation 80.00
Dues & subscriptions 2,834.79 2,744.00
Equipment Expense 400.00 2,022.84
Insurance 3,249.81 3,446.47
Interest Expense 2,810.67 3,418.21
Janitorial Expense 203.70
Legal & Professional Services 5,344.20
Meals Expense 3,730.94 1,083.24
Merchant Expense 6,019.08 6,430.94
Misc Expense 6.26
Office Expense 356.97 138.54
Parking & Toll 255.00 14.25
Payroll Expense 7,228.46
Payroll Tax Expense 838.44
Postage & Delivery 4,688.90 7,985.46
Property Tax 2,683.56 1,588.92
Rent & Lease 19,566.39 18,106.29
Repairs & Maintenance 214.16 263.90
Security Expense 120.00
Software and Apps 1,791.01 1,166.41
State Taxes 1,600.00
Park Street Wine Cellars 8/38
Total
Jan - Dec 2021 Jan - Dec 2020 (PY)
Supplies 866.31 2,191.62
Tariffs & Fees 1,930.12 991.26
Utilities 1,764.70 2,465.02
Waste Disposal 1,294.58 734.03
Website Expense 300.00
Total Expenses 67,367.86 89,659.13
NET OPERATING INCOME -19,971.46 -36,750.23

OTHER INCOME
Other Income 2,000.00
Total Other Income 0.00 2,000.00
NET OTHER INCOME 0.00 2,000.00
NET INCOME $ -19,971.46 $ -34,750.23
Park Street Wine Cellars 9/38
Profit and Loss by Month
January - December 2021
Jan 2021 Feb 2021 Mar 2021 Apr 2021 May 2021 Jun 2021 Jul 2021 Aug 2021 Sep 2021 Oct 2021 Nov 2021 Dec 2021 Total INCOME
Sales 8,562.29 9,850.69 7,987.38 8,772.51 5,099.43 9,757.28 6,301.46 6,619.88 11,324.18 8,584.44 6,207.87 14,306.37 103,373.78 Misc sales NT 401.08 250.00 306.76 293.21 265.51 272.25 143.42 109.20 171.03 342.30 106.04 586.62 3,247.42 Sales Disc/Returns -531.93 -173.02 -170.42 -296.99 -57.09 -213.75 -170.08 -143.48 -2,010.77 -318.73 -146.73 -368.53 -4,601.52 Total Sales 8,431.44 9,927.67 8,123.72 8,768.73 5,307.85 9,815.78 6,274.80 6,585.60 9,484.44 8,608.01 6,167.18 14,524.46 102,019.68 Sales online 2,407.83 1,131.34 885.54 339.85 2,267.81 1,463.30 933.50 684.60 1,518.95 847.69 1,448.58 1,892.08 15,821.07 Total Income 10,839.27 11,059.01 9,009.26 9,108.58 7,575.66 11,279.08 7,208.30 7,270.20 11,003.39 9,455.70 7,615.76 16,416.54 117,840.75

COST OF GOODS SOLD
Cost of Goods Sold 6,400.77 6,911.88 5,123.71 5,474.00 4,356.48 6,751.75 4,247.17 4,237.52 7,579.82 5,282.03 4,476.20 9,603.02 70,444.35 Total Cost of Goods Sold 6,400.77 6,911.88 5,123.71 5,474.00 4,356.48 6,751.75 4,247.17 4,237.52 7,579.82 5,282.03 4,476.20 9,603.02 70,444.35 GROSS PROFIT 4,438.50 4,147.13 3,885.55 3,634.58 3,219.18 4,527.33 2,961.13 3,032.68 3,423.57 4,173.67 3,139.56 6,813.52 47,396.40

EXPENSES
Accounting Expense 522.00 770.67 400.00 1,692.67
Advertising & Marketing 230.99 230.99 230.99 524.02 230.99 470.84 235.98 265.98 239.79 257.17 235.98 245.98 3,399.70 Auto Expense 59.00 434.70 374.40 511.40 374.40 435.90 436.50 406.39 404.39 406.39 374.40 4,217.87 Bank Charges & Fees 2.16 1.50 25.95 30.00 59.61
Business License & Permits 229.00 25.00 339.00 1,029.00 1,622.00 Computer & Internet Expense 155.00 151.00 150.00 147.00 144.00 140.00 139.00 139.00 139.00 139.00 139.00 133.32 1,715.32 Dues & subscriptions 110.00 375.00 176.99 110.00 528.80 110.00 509.00 95.00 215.00 95.00 215.00 295.00 2,834.79 Equipment Expense 400.00 400.00
Insurance 1,155.54 361.88 361.85 361.85 290.37 290.33 290.33 137.66 3,249.81 Interest Expense 263.70 259.40 244.55 249.60 238.31 239.76 228.66 229.77 224.73 213.89 214.48 203.82 2,810.67 Janitorial Expense 66.10 37.60 100.00 203.70
Meals Expense 177.87 158.53 292.11 385.24 342.16 371.87 134.63 96.62 517.69 507.91 148.89 597.42 3,730.94 Merchant Expense 713.01 539.97 639.06 339.49 544.91 422.31 538.37 430.84 490.23 523.54 541.76 295.59 6,019.08 Office Expense 78.19 3.50 46.35 181.74 47.19 356.97
Parking & Toll 15.00 60.00 60.00 60.00 60.00 255.00
Postage & Delivery 689.90 383.46 111.30 315.28 414.66 496.03 518.67 107.89 134.51 329.39 260.64 927.17 4,688.90 Property Tax 1,328.55 409.50 945.51 2,683.56
Rent & Lease 2,765.00 2,765.00 2,765.00 2,765.00 2,810.49 2,847.95 2,847.95 19,566.39 Repairs & Maintenance 180.29 33.87 214.16
Software and Apps 14.99 249.82 77.49 14.99 98.31 14.99 264.99 214.98 119.15 327.49 77.49 316.32 1,791.01 Supplies 39.65 121.10 20.92 19.76 37.73 69.77 44.00 38.45 430.65 44.28 866.31 Tariffs & Fees 10.12 1,920.00 1,930.12
Utilities 95.90 311.87 199.33 108.07 197.90 202.82 106.46 228.40 105.57 208.38 1,764.70 Waste Disposal 67.59 67.59 67.59 67.59 67.59 67.59 225.59 84.69 69.69 69.69 69.69 369.69 1,294.58 Total Expenses 6,211.79 5,307.52 7,452.86 5,559.21 6,676.79 6,527.48 8,074.41 3,107.96 4,971.42 4,349.99 2,574.89 6,553.54 67,367.86 NET OPERATING INCOME -1,773.29 -1,160.39 -3,567.31 -1,924.63 -3,457.61 -2,000.15 -5,113.28 -75.28 -1,547.85 -176.32 564.67 259.98 -19,971.46 NET INCOME $ -1,773.29 $ -1,160.39 $ -3,567.31 $ -1,924.63 $ -3,457.61 $ -2,000.15 $ -5,113.28 $ -75.28 $ -1,547.85 $ -176.32 $564.67 $259.98 $ -19,971.46 Park Street Wine Cellars 10/38
General Ledger
December 2021
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance Bank of Marin 8607
Beginning Balance 3,124.91
12/01/2021 Expense No G. Montot Wines LLC

PREAUTHORIZED DEBIT
G.Montot Win

PREAUTHORIZED DEBIT
G.Montot Wines 1411
1411Invoice no. 14 11 REF#0 Inventory Asset -789.00 2,335.91 12/01/2021 Expense No Toyota Lease

PREAUTHORIZED DEBIT

TOYOTA FINAN

PREAUTHORIZED DEBIT

TOYOTA FINANCIAL
LEASE_PAY 211201 REF#0 Auto Expense -374.40 1,961.51
12/02/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211202
REF#0
Paypal Deposit in transit 112.52 2,074.03
12/02/2021 Expense No Bankcard MTOT

PREAUTHORIZED DEBIT
BANKCARD 186

PREAUTHORIZED DEBIT
BANKCARD 1869 MTOT DISC
211202 519701700128127
REF#0
Merchant Expense -194.65 1,879.38
12/02/2021 Expense No Capital One

PREAUTHORIZED DEBIT

CAPITAL ONE

PREAUTHORIZED DEBIT

CAPITAL ONE CRCARDPMT
211201 3H2LFJXGI0J7P9R
REF#0 Credit Card - Massie -110.00 1,769.38
12/03/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 MTOT DEP
211203 519701700128127
REF#0
Deposit in transit 191.52 1,960.90
12/03/2021 Expense No AMEX

PREAUTHORIZED DEBIT AMEX

EPAYMEN PREAUTHORIZED

DEBIT AMEX EPAYMENT ACH
PMT 211203 A6090 REF#0
Credit Card - Massie -225.00 1,735.90
12/03/2021 Expense No Comenity Pay

PREAUTHORIZED DEBIT

COMENITY PAY

PREAUTHORIZED DEBIT

COMENITY PAY OH WEB
PYMT 211203 REF#0
Loan from shareholder -200.00 1,535.90
Park Street Wine Cellars 11/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/06/2021 Expense No Adobe
A2A PAYMENT DEBIT
TERMINAL 00000 A2A

PAYMENT DEBIT TERMINAL
00000000 9EFE08E6-1985-4C48

ADOBE SAN JOSE CA
XXXXXXXXXXXX8599 REF#0
Software and Apps -14.99 1,520.91
12/06/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211206
REF#0
Paypal Deposit in transit 236.54 1,757.45
12/06/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211206 519701700128127
REF#0
Deposit in transit 208.07 1,965.52
12/06/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211206 519701700128127
REF#0
Deposit in transit 629.85 2,595.37
12/06/2021 Expense No MonkeyBrains Net

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 449216

MONKEYBRAINS NET

HTTPSWWW CA
XXXXXXXXXXXX2834
Computer & Internet Expense -39.00 2,556.37
12/06/2021 Expense No Mailchimp

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 420429 MailChimp
000 00000 GA
XXXXXXXXXXXX8599
Advertising & Marketing -19.98 2,536.39
12/06/2021 Expense No Vinous

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 449216 VINOUS

COM WWW VINOU NY
XXXXXXXXXXXX8599
Dues & subscriptions -200.00 2,336.39
12/06/2021 Expense No Wine Searcher Ltd

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 448131 WINE

SEARCHER AUCKLAND XX
XXXXXXXXXXXX8599
Dues & subscriptions -95.00 2,241.39
Park Street Wine Cellars 12/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/07/2021 Expense No Capital One

PREAUTHORIZED DEBIT

CAPITAL ONE

PREAUTHORIZED DEBIT

CAPITAL ONE CRCARDPMT
211206 3H3FTQRCC0SZJIP
REF#0
Credit Card - Massie -75.00 2,166.39
12/07/2021 Expense No Capital One

PREAUTHORIZED DEBIT

CAPITAL ONE

PREAUTHORIZED DEBIT

CAPITAL ONE CRCARDPMT
211206 3H3FT57XSE6A7QG
REF#0
Credit Card - Massie -204.00 1,962.39
12/07/2021 Expense No Shopkeep

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469029 SHOPKEEP
COM INC 800 820 9 NY
XXXXXXXXXXXX8599
Software and Apps -218.00 1,744.39
12/08/2021 Expense No Liberty Mutual

PREAUTHORIZED DEBIT

LIBERTY MUTU

PREAUTHORIZED DEBIT
LIBERTY MUTUAL 902529680
211208 5004993 REF#0 Insurance -137.66 1,606.73
12/08/2021 Expense No Bank of Marin

SERVICE CHARGE STOP

PAYMNT BRANC SERVICE

CHARGE STOP PAYMNT
BRANCH REF#0 Bank Charges & Fees -30.00 1,576.73
12/09/2021 Expense No Upstart

PREAUTHORIZED DEBIT

UPSTART NETW

PREAUTHORIZED DEBIT

UPSTART NETWORK
MILLENNIUM FM 21498530
BORROW ER_PAYMT REF#0
Loan Payable - Upstart -646.22 930.51
12/09/2021 Expense No Facebook

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 420429 FACEBK
2A2VM8PN62 650 54348 CA
XXXXXXXXXXXX8599
Advertising & Marketing -10.00 920.51
12/09/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211209 519701700128127
REF#0
Deposit in transit 360.78 1,281.29
Park Street Wine Cellars 13/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/09/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211209
REF#0
Paypal Deposit in transit 75.27 1,356.56
12/10/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211210 519701700128127
REF#0
Deposit in transit 900.02 2,256.58
12/10/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211210
REF#0
Paypal Deposit in transit 123.40 2,379.98
12/12/2021 Check 1364 No Hitching Post Wines inv 17933 Inventory Asset -222.00 2,157.98 12/13/2021 Expense No Mocreate

PREAUTHORIZED DEBIT

MOCREATE SAL

PREAUTHORIZED DEBIT
MOCREATE SALE 211213
REF#0
Software and Apps -83.33 2,074.65
12/13/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211213 519701700128127
REF#0
Deposit in transit 2,440.82 4,515.47
12/13/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211213 519701700128127
REF#0
Deposit in transit 29.87 4,545.34
12/13/2021 Expense No Fivestars Loyalty

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 490641 FIVESTARS
LOYALTY 860 57827 CA
XXXXXXXXXXXX8599
Advertising & Marketing -216.00 4,329.34
12/13/2021 Deposit No Deposit DEPOSIT REF#0 Loan from shareholder 800.00 5,129.34 12/13/2021 Check 1352 No Tax Collector Alameda Property Tax -945.51 4,183.83 12/14/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211214
REF#0
Paypal Deposit in transit 516.42 4,700.25
Park Street Wine Cellars 14/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/14/2021 Expense No McDonalds

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 442733 MCDONALD
S F1991 ALAMEDA CA
XXXXXXXXXXXX8599
Meals Expense -7.30 4,692.95
12/14/2021 Expense No SK Accountancy

PREAUTHORIZED DEBIT SK

ACCOUNTAN

PREAUTHORIZED DEBIT SK

ACCOUNTANCY C SALE
211214 REF#0
Accounting Expense -400.00 4,292.95
12/14/2021 Expense No Shiverick Imports

PREAUTHORIZED DEBIT
Shiverick Im PREAUTHORIZED
DEBIT Shiverick Import 95430
95430Invoice no. 9 5430 REF#0 Inventory Asset -720.00 3,572.95 12/15/2021 Check 1353 No Paul M Young Fine Wines inv 37486 Inventory Asset -1,140.00 2,432.95 12/15/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211215
REF#0
Paypal Deposit in transit 109.12 2,542.07
12/15/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211215 519701700128127
REF#0
Deposit in transit 808.00 3,350.07
12/16/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211216 519701700128127
REF#0
Deposit in transit 192.61 3,542.68
12/16/2021 Check 1357 No Uline act 17542940 Postage & Delivery -218.25 3,324.43 12/16/2021 Check 1355 No FedEx acct 683562335 Postage & Delivery -496.19 2,828.24 12/16/2021 Check 1356 No Alameda County Industries acct 042992 Waste Disposal -69.69 2,758.55 12/16/2021 Check 1358 No Gregory Condes Wines LLC Inventory Asset -324.00 2,434.55 12/16/2021 Check 1354 No EBMUD act 04592748029 Utilities -105.50 2,329.05 12/17/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211217 519701700128127
REF#0
Deposit in transit 857.29 3,186.34
Park Street Wine Cellars 15/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/20/2021 Expense No The Star on Park

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 413746 TST THE

STAR ON P ARK ALAMEDA CA
XXXXXXXXXXXX8599
Meals Expense -90.12 3,096.22
12/20/2021 Expense No Alameda Cinema Grill

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 401339 ALAMEDA

CINEMA GRI LL ALAMEDA CA
XXXXXXXXXXXX8599
Meals Expense -500.00 2,596.22
12/20/2021 Expense No Safeway

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 315787 SAFEWAY
#3281 ALAMEDA CA
XXXXXXXXXXXX2834
Supplies -44.28 2,551.94
12/20/2021 Expense No Dell

PREAUTHORIZED DEBIT DELL

PREFERR PREAUTHORIZED

DEBIT DELL PREFERRED
SSSNENT 211220 REF#0
Computer & Internet Expense -94.32 2,457.62
12/20/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211220
REF#0
Paypal Deposit in transit 144.27 2,601.89
12/20/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211220
REF#0
Paypal Deposit in transit 120.77 2,722.66
12/20/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211220
REF#0
Paypal Deposit in transit 86.23 2,808.89
12/20/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211220 519701700128127
REF#0
Deposit in transit 2,271.95 5,080.84
Park Street Wine Cellars 16/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/20/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211220 519701700128127
REF#0
Deposit in transit 2,407.60 7,488.44
12/20/2021 Expense No USPS

POS PURCHASE POS

PURCHASE TERMIN POS

PURCHASE POS PURCHASE
TERMINAL 72955099 USPS
KIOSK 05007 ALAMEDA CA
XXXXXXXXXXXX2834 REF#0
Postage & Delivery -23.20 7,465.24
12/21/2021 Expense No Dept of ABC

PREAUTHORIZED DEBIT DEPT

ALCBEVC PREAUTHORIZED

DEBIT DEPT ALCBEVCTL
LICENSERNW 211221
043000097934236 REF#0
Business License & Permits -800.00 6,665.24
12/22/2021 Check 1365 No Kismet Wines WHS1 k11399 Inventory Asset -408.00 6,257.24 12/22/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211222
REF#0
Paypal Deposit in transit 104.32 6,361.56
12/22/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211222
REF#0
Paypal Deposit in transit 664.57 7,026.13
12/22/2021 Expense No Capital One

PREAUTHORIZED DEBIT

CAPITAL ONE

PREAUTHORIZED DEBIT

CAPITAL ONE CRCARDPMT
211221 3H6TD7D8IOQRLX8
REF#0
Credit Card - Massie -150.00 6,876.13
12/22/2021 Check 1363 No Monterey Bay Wine Company 352038 Inventory Asset -913.60 5,962.53 12/22/2021 Check 1362 No Reeve Wines r1044 Inventory Asset -384.00 5,578.53 12/22/2021 Check 1360 No Rombauer Vineyards inv 1867214 Inventory Asset -960.00 4,618.53 12/22/2021 Check 1361 No Gregory Condes Wines LLC inv 29253 Inventory Asset -336.00 4,282.53 12/23/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211223 519701700128127
REF#0
Deposit in transit 282.28 4,564.81
Park Street Wine Cellars 17/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/23/2021 Expense No Capital One

PREAUTHORIZED DEBIT

CAPITAL ONE

PREAUTHORIZED DEBIT

CAPITAL ONE CRCARDPMT
211222 3H71PTXT9ZFGIBX
REF#0
Credit Card - Massie -200.00 4,364.81
12/24/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211224
REF#0
Paypal Deposit in transit 47.57 4,412.38
12/24/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211224 519701700128127
REF#0
Deposit in transit 924.94 5,337.32
12/27/2021 Expense No Fidelity FPRS

PREAUTHORIZED DEBIT

FIDELITY FPR

PREAUTHORIZED DEBIT
FIDELITY FPRS 211227 REF#0 Loan Payable - Fidelity -198.02 5,139.30 12/27/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211227 519701700128127
REF#0
Deposit in transit 826.96 5,966.26
12/27/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211227 519701700128127
REF#0
Deposit in transit 804.80 6,771.06
12/28/2021 Check 1366 No Junk King Waste Disposal -300.00 6,471.06 12/29/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211229
REF#0
Paypal Deposit in transit 201.78 6,672.84
12/29/2021 Deposit No Deposit DEPOSIT REF#0 Cash on hand 126.00 6,798.84 12/30/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211230 519701700128127
REF#0
Deposit in transit 653.58 7,452.42
Park Street Wine Cellars 18/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/30/2021 Check 1371 No
Republic National Distributing
Co.
inv 15235065 Inventory Asset -576.17 6,876.25
12/30/2021 Check 1369 No Uline Postage & Delivery -160.48 6,715.77 12/30/2021 Check 1370 No Alameda County Environmental
Alameda County Environmental
Health - Permit Renewal
AR0368671 IN0314303
Business License & Permits -229.00 6,486.77
12/30/2021 Check 1372 No Talley Vineyards Inv 4966 Inventory Asset -396.00 6,090.77 12/30/2021 Check 1373 No Atherton Wine Imports inv # 251744 Inventory Asset -576.00 5,514.77 12/30/2021 Check 1368 No FedEx 7-600-82613 Postage & Delivery -29.05 5,485.72 12/30/2021 Check 1367 No Alameda Municipal Power acct 32122-07 Utilities -102.88 5,382.84 12/31/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 MTOT DEP
211231 519701700128127
REF#0
Deposit in transit 154.97 5,537.81
12/31/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211231
REF#0
Paypal Deposit in transit 42.24 5,580.05
Total for Bank of Marin 8607 $2,455.14
Cash on hand
Beginning Balance 803.65
12/16/2021 Journal Entry TER3S11216212d7d No Cash -Split- 22.13 825.78 12/21/2021 Journal Entry TER3S11221215a3e No Cash -Split- 44.26 870.04 12/28/2021 Journal Entry TER3S11228213ed7 No Cash -Split- 126.18 996.22 12/29/2021 Deposit No Deposit DEPOSIT REF#0 Bank of Marin 8607 -126.00 870.22 Total for Cash on hand $66.57
Deposit in transit
Beginning Balance -154.69
12/01/2021 Journal Entry TER3S1120121812b No visa -Split- 58.66 -96.03 12/01/2021 Journal Entry TER3S1120121812b No amex -Split- 132.86 36.83 12/02/2021 Journal Entry TER3S1120221b87d No visa -Split- 208.07 244.90 12/03/2021 Journal Entry TER3S11203212c74 No amex -Split- 166.06 410.96 Park Street Wine Cellars 19/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/03/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 MTOT DEP
211203 519701700128127
REF#0
Bank of Marin 8607 -191.52 219.44
12/03/2021 Journal Entry TER3S11203212c74 No visa -Split- 157.17 376.61 12/04/2021 Journal Entry TER3S11204213bd4 No visa -Split- 306.62 683.23 12/06/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211206 519701700128127
REF#0
Bank of Marin 8607 -208.07 475.16
12/06/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211206 519701700128127
REF#0
Bank of Marin 8607 -629.85 -154.69
12/07/2021 Journal Entry TER3S1120721c724 No visa -Split- 294.38 139.69 12/07/2021 Journal Entry TER3S1120721c724 No mc -Split- 66.40 206.09 12/08/2021 Journal Entry TER3S1120821bc79 No discover -Split- 287.83 493.92 12/08/2021 Journal Entry TER3S1120821bc79 No visa -Split- 160.48 654.40 12/08/2021 Journal Entry TER3S1120821bc79 No mc -Split- 426.25 1,080.65 12/09/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211209 519701700128127
REF#0
Bank of Marin 8607 -360.78 719.87
12/09/2021 Journal Entry TER3S1120921841f No visa -Split- 16.60 736.47 12/09/2021 Journal Entry TER3S1120921841f No mc -Split- 13.27 749.74 12/10/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211210 519701700128127
REF#0
Bank of Marin 8607 -900.02 -150.28
12/10/2021 Journal Entry TER3S11210217f38 No visa -Split- 1,347.49 1,197.21 12/10/2021 Journal Entry TER3S11210217f38 No amex -Split- 478.33 1,675.54 12/10/2021 Journal Entry TER3S11210217f38 No mc -Split- 16.60 1,692.14 12/11/2021 Journal Entry TER3S1121121937d No visa -Split- 598.40 2,290.54 Park Street Wine Cellars 20/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/13/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211213 519701700128127
REF#0
Bank of Marin 8607 -29.87 2,260.67
12/13/2021 Journal Entry TER3S11213216528 No mc -Split- 808.00 3,068.67 12/13/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211213 519701700128127
REF#0
Bank of Marin 8607 -2,440.82 627.85
12/14/2021 Journal Entry TER3S1121421aa21 No mc -Split- 66.44 694.29 12/14/2021 Journal Entry TER3S1121421aa21 No visa -Split- 126.17 820.46 12/15/2021 Journal Entry TER3S1121521f507 No mc -Split- 818.54 1,639.00 12/15/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211215 519701700128127
REF#0
Bank of Marin 8607 -808.00 831.00
12/15/2021 Journal Entry TER3S1121521f507 No discover -Split- 38.75 869.75 12/16/2021 Journal Entry TER3S11216212d7d No visa -Split- 343.10 1,212.85 12/16/2021 Journal Entry TER3S11216212d7d No amex -Split- 1,928.85 3,141.70 12/16/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211216 519701700128127
REF#0
Bank of Marin 8607 -192.61 2,949.09
12/17/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211217 519701700128127
REF#0
Bank of Marin 8607 -857.29 2,091.80
12/17/2021 Journal Entry TER3S112172158a2 No visa -Split- 105.17 2,196.97 12/18/2021 Journal Entry TER3S1121821d6b3 No visa -Split- 2,048.98 4,245.95 12/18/2021 Journal Entry TER3S1121821d6b3 No mc -Split- 141.65 4,387.60 Park Street Wine Cellars 21/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/20/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211220 519701700128127
REF#0
Bank of Marin 8607 -2,271.95 2,115.65
12/20/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211220 519701700128127
REF#0
Bank of Marin 8607 -2,407.60 -291.95
12/21/2021 Journal Entry TER3S11221215a3e No visa -Split- 282.28 -9.67 12/22/2021 Journal Entry TER3S11222215c9c No visa -Split- 279.26 269.59 12/22/2021 Journal Entry TER3S11222215c9c No mc -Split- 601.40 870.99 12/22/2021 Journal Entry TER3S11222215c9c No amex -Split- 44.28 915.27 12/23/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211223 519701700128127
REF#0
Bank of Marin 8607 -282.28 632.99
12/23/2021 Journal Entry TER3S11223218019 No amex -Split- 498.24 1,131.23 12/23/2021 Journal Entry TER3S11223218019 No visa -Split- 270.60 1,401.83 12/24/2021 Journal Entry TER3S1122421da89 No visa -Split- 598.90 2,000.73 12/24/2021 Journal Entry TER3S1122421da89 No amex -Split- 167.15 2,167.88 12/24/2021 Journal Entry TER3S1122421da89 No mc -Split- 38.75 2,206.63 12/24/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211224 519701700128127
REF#0
Bank of Marin 8607 -924.94 1,281.69
12/27/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211227 519701700128127
REF#0
Bank of Marin 8607 -804.80 476.89
12/27/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211227 519701700128127
REF#0
Bank of Marin 8607 -826.96 -350.07
Park Street Wine Cellars 22/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/28/2021 Journal Entry TER3S11228213ed7 No mc -Split- 254.09 -95.98 12/28/2021 Journal Entry TER3S11228213ed7 No visa -Split- 399.49 303.51 12/29/2021 Journal Entry TER3S1122921af86 No visa -Split- 154.97 458.48 12/30/2021 Journal Entry TER3S1123021f252 No visa -Split- 480.37 938.85 12/30/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 BTOT DEP
211230 519701700128127
REF#0
Bank of Marin 8607 -653.58 285.27
12/31/2021 Journal Entry TER3S112312118c8 No visa -Split- 299.99 585.26 12/31/2021 Journal Entry TER3S112312118c8 No mc -Split- 44.28 629.54 12/31/2021 Deposit No Bankcard

PREAUTHORIZED CREDIT
BANKCARD 18

PREAUTHORIZED CREDIT
BANKCARD 1869 MTOT DEP
211231 519701700128127
REF#0
Bank of Marin 8607 -154.97 474.57
Total for Deposit in transit $629.26
Inventory Asset
Beginning Balance 27,830.22
12/01/2021 Expense No G. Montot Wines LLC

PREAUTHORIZED DEBIT
G.Montot Win

PREAUTHORIZED DEBIT
G.Montot Wines 1411
1411Invoice no. 14 11 REF#0 Bank of Marin 8607 789.00 28,619.22 12/12/2021 Check 1364 No Hitching Post Wines inv 17933 Bank of Marin 8607 222.00 28,841.22 12/14/2021 Expense No Shiverick Imports

PREAUTHORIZED DEBIT
Shiverick Im PREAUTHORIZED
DEBIT Shiverick Import 95430
95430Invoice no. 9 5430 REF#0 Bank of Marin 8607 720.00 29,561.22 12/15/2021 Check 1353 No Paul M Young Fine Wines inv 37486 Bank of Marin 8607 1,140.00 30,701.22 12/16/2021 Check 1358 No Gregory Condes Wines LLC Bank of Marin 8607 324.00 31,025.22 12/22/2021 Check 1361 No Gregory Condes Wines LLC inv 29253 Bank of Marin 8607 336.00 31,361.22 12/22/2021 Check 1365 No Kismet Wines WHS1 k11399 Bank of Marin 8607 408.00 31,769.22 12/22/2021 Check 1363 No Monterey Bay Wine Company 352038 Bank of Marin 8607 913.60 32,682.82 12/22/2021 Check 1362 No Reeve Wines r1044 Bank of Marin 8607 384.00 33,066.82 12/22/2021 Check 1360 No Rombauer Vineyards inv 1867214 Bank of Marin 8607 960.00 34,026.82 12/30/2021 Check 1373 No Atherton Wine Imports inv # 251744 Bank of Marin 8607 576.00 34,602.82 12/30/2021 Check 1372 No Talley Vineyards Inv 4966 Bank of Marin 8607 396.00 34,998.82 Park Street Wine Cellars 23/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/30/2021 Check 1371 No
Republic National Distributing
Co.
inv 15235065 Bank of Marin 8607 576.17 35,574.99
12/31/2021 Journal Entry Sales No Net Cogs -Split- -9,603.02 25,971.97 Total for Inventory Asset $ -1,858.25
Paypal Deposit in transit
Beginning Balance 112.52
12/02/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211202
REF#0
Bank of Marin 8607 -112.52 0.00
12/06/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211206
REF#0
Bank of Marin 8607 -236.54 -236.54
12/09/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211209
REF#0
Bank of Marin 8607 -75.27 -311.81
12/10/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211210
REF#0
Bank of Marin 8607 -123.40 -435.21
12/14/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211214
REF#0
Bank of Marin 8607 -516.42 -951.63
12/15/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211215
REF#0
Bank of Marin 8607 -109.12 -1,060.75
12/20/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211220
REF#0
Bank of Marin 8607 -144.27 -1,205.02
Park Street Wine Cellars 24/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/20/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211220
REF#0
Bank of Marin 8607 -120.77 -1,325.79
12/20/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211220
REF#0
Bank of Marin 8607 -86.23 -1,412.02
12/22/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211222
REF#0
Bank of Marin 8607 -104.32 -1,516.34
12/22/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211222
REF#0
Bank of Marin 8607 -664.57 -2,180.91
12/24/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211224
REF#0
Bank of Marin 8607 -47.57 -2,228.48
12/29/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211229
REF#0
Bank of Marin 8607 -201.78 -2,430.26
12/31/2021 Journal Entry Paypal No PayPal deposit -Split- 2,472.50 42.24 12/31/2021 Deposit No PayPal

PREAUTHORIZED CREDIT

PAYPAL TRAN

PREAUTHORIZED CREDIT
PAYPAL TRANSFER 211231
REF#0
Bank of Marin 8607 -42.24 0.00
Total for Paypal Deposit in transit $ -112.52
SK-Total Tendered
12/01/2021 Sales Receipt SRR3S1120121ff21 No Register 3 Shift 1 -Split- 172.92 172.92 12/01/2021 Journal Entry TER3S1120121812b No
Sales Receipt #SR R3S1 12-01-
21 -Split- -172.92 0.00
12/02/2021 Sales Receipt SRR3S112022155c4 No Register 3 Shift 1 -Split- 187.87 187.87 12/02/2021 Journal Entry TER3S1120221b87d No
Sales Receipt #SR R3S1 12-02-
21 -Split- -187.87 0.00
Park Street Wine Cellars 25/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/03/2021 Sales Receipt SRR3S1120321204c No Register 3 Shift 1 -Split- 291.85 291.85 12/03/2021 Journal Entry TER3S11203212c74 No
Sales Receipt #SR R3S1 12-03-
21 -Split- -291.85 0.00
12/04/2021 Sales Receipt SRR3S11204211a62 No Register 3 Shift 1 SK-Sales 276.85 276.85 12/04/2021 Journal Entry TER3S11204213bd4 No
Sales Receipt #SR R3S1 12-04-
21 -Split- -276.85 0.00
12/07/2021 Sales Receipt SRR3S1120721e5bb No Register 3 Shift 1 -Split- 325.81 325.81 12/07/2021 Journal Entry TER3S1120721c724 No
Sales Receipt #SR R3S1 12-07-
21 -Split- -325.81 0.00
12/08/2021 Sales Receipt SRR3S11208212798 No Register 3 Shift 1 -Split- 789.66 789.66 12/08/2021 Journal Entry TER3S1120821bc79 No
Sales Receipt #SR R3S1 12-08-
21 -Split- -789.66 0.00
12/09/2021 Sales Receipt SRR3S1120921d8d5 No Register 3 Shift 1 -Split- 26.97 26.97 12/09/2021 Journal Entry TER3S1120921841f No
Sales Receipt #SR R3S1 12-09-
21 -Split- -26.97 0.00
12/10/2021 Sales Receipt SRR3S11210213078 No Register 3 Shift 1 -Split- 1,663.58 1,663.58 12/10/2021 Journal Entry TER3S11210217f38 No
Sales Receipt #SR R3S1 12-10-
21 -Split- -1,663.58 0.00
12/11/2021 Sales Receipt SRR3S1121121c76e No Register 3 Shift 1 -Split- 540.33 540.33 12/11/2021 Journal Entry TER3S1121121937d No
Sales Receipt #SR R3S1 12-11-
21 -Split- -540.33 0.00
12/13/2021 Journal Entry TER3S11213216528 No
Sales Receipt #SR R3S1 12-13-
21 -Split- -734.90 -734.90
12/13/2021 Sales Receipt SRR3S1121321211a No Register 3 Shift 1 -Split- 734.90 0.00 12/14/2021 Sales Receipt SRR3S112142199b0 No Register 3 Shift 1 -Split- 173.93 173.93 12/14/2021 Journal Entry TER3S1121421aa21 No
Sales Receipt #SR R3S1 12-14-
21 -Split- -173.93 0.00
12/15/2021 Journal Entry TER3S1121521f507 No
Sales Receipt #SR R3S1 12-15-
21 -Split- -784.73 -784.73
12/15/2021 Sales Receipt SRR3S1121521d92b No Register 3 Shift 1 -Split- 784.73 0.00 12/16/2021 Sales Receipt SRR3S1121621f92e No Register 3 Shift 1 -Split- 2,084.50 2,084.50 12/16/2021 Journal Entry TER3S11216212d7d No
Sales Receipt #SR R3S1 12-16-
21 -Split- -2,084.50 0.00
12/17/2021 Sales Receipt SRR3S11217213688 No Register 3 Shift 1 -Split- 94.96 94.96 12/17/2021 Journal Entry TER3S2121721e228 No
Sales Receipt #SR R3S2 12-17-
21 -Split- -100.95 -5.99
12/17/2021 Journal Entry TER3S112172158a2 No
Sales Receipt #SR R3S1 12-17-
21 -Split- -94.96 -100.95
12/17/2021 Sales Receipt SRR3S2121721cfef No Register 3 Shift 2 SK-Sales 100.95 0.00 Park Street Wine Cellars 26/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/18/2021 Journal Entry TER3S1121821d6b3 No
Sales Receipt #SR R3S1 12-18-
21 -Split- -1,978.06 -1,978.06
12/18/2021 Sales Receipt SRR3S11218210ca7 No Register 3 Shift 1 -Split- 1,978.06 0.00 12/21/2021 Journal Entry TER3S11221215a3e No
Sales Receipt #SR R3S1 12-21-
21 -Split- -294.84 -294.84
12/21/2021 Sales Receipt SRR3S11221216995 No Register 3 Shift 1 -Split- 294.84 0.00 12/22/2021 Journal Entry TER3S11222215c9c No
Sales Receipt #SR R3S1 12-22-
21 -Split- -845.79 -845.79
12/22/2021 Sales Receipt SRR3S1122221a7dd No Register 3 Shift 1 -Split- 845.79 0.00 12/23/2021 Sales Receipt SRR3S112232185b3 No Register 3 Shift 1 -Split- 746.69 746.69 12/23/2021 Journal Entry TER3S11223218019 No
Sales Receipt #SR R3S1 12-23-
21 -Split- -746.69 0.00
12/24/2021 Journal Entry TER3S1122421da89 No
Sales Receipt #SR R3S1 12-24-
21 -Split- -726.68 -726.68
12/24/2021 Sales Receipt SRR3S11224214504 No Register 3 Shift 1 -Split- 726.68 0.00 12/28/2021 Sales Receipt SRR3S112282198a1 No Register 3 Shift 1 -Split- 709.37 709.37 12/28/2021 Journal Entry TER3S11228213ed7 No
Sales Receipt #SR R3S1 12-28-
21 -Split- -709.37 0.00
12/29/2021 Journal Entry TER3S1122921af86 No
Sales Receipt #SR R3S1 12-29-
21 -Split- -139.92 -139.92
12/29/2021 Sales Receipt SRR3S112292171d3 No Register 3 Shift 1 -Split- 139.92 0.00 12/30/2021 Sales Receipt SRR3S11230212b25 No Register 3 Shift 1 -Split- 433.74 433.74 12/30/2021 Journal Entry TER3S1123021f252 No
Sales Receipt #SR R3S1 12-30-
21 -Split- -433.74 0.00
12/31/2021 Sales Receipt SRR3S1123121a79b No Register 3 Shift 1 -Split- 310.85 310.85 12/31/2021 Journal Entry TER3S112312118c8 No
Sales Receipt #SR R3S1 12-31-
21 -Split- -310.85 0.00
Total for SK-Total Tendered $0.00
Accumulated amortization
Beginning Balance -2,077.00
Total for Accumulated amortization
Accumulated depreciation
Beginning Balance -6,200.00
Total for Accumulated depreciation
Furniture & fixtures
Beginning Balance 4,547.00
Total for Furniture & fixtures
Park Street Wine Cellars 27/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance Leasehold Improvement
Beginning Balance 24,779.10
Total for Leasehold Improvement
Organization Cost
Beginning Balance 3,525.90
Total for Organization Cost
Start up Cost
Beginning Balance 23,400.99
Total for Start up Cost
Web Site
Beginning Balance 4,500.00
Total for Web Site
Credit Card - PayPal
Beginning Balance -1,477.16
Total for Credit Card - PayPal
Credit Card - Massie
Beginning Balance 2,772.01
12/02/2021 Expense No Capital One

PREAUTHORIZED DEBIT

CAPITAL ONE

PREAUTHORIZED DEBIT

CAPITAL ONE CRCARDPMT
211201 3H2LFJXGI0J7P9R
REF#0 Bank of Marin 8607 -110.00 2,662.01
12/03/2021 Expense No AMEX

PREAUTHORIZED DEBIT AMEX

EPAYMEN PREAUTHORIZED

DEBIT AMEX EPAYMENT ACH
PMT 211203 A6090 REF#0
Bank of Marin 8607 -225.00 2,437.01
12/07/2021 Expense No Capital One

PREAUTHORIZED DEBIT

CAPITAL ONE

PREAUTHORIZED DEBIT

CAPITAL ONE CRCARDPMT
211206 3H3FT57XSE6A7QG
REF#0
Bank of Marin 8607 -204.00 2,233.01
12/07/2021 Expense No Capital One

PREAUTHORIZED DEBIT

CAPITAL ONE

PREAUTHORIZED DEBIT

CAPITAL ONE CRCARDPMT
211206 3H3FTQRCC0SZJIP
REF#0
Bank of Marin 8607 -75.00 2,158.01
Park Street Wine Cellars 28/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/22/2021 Expense No Capital One

PREAUTHORIZED DEBIT

CAPITAL ONE

PREAUTHORIZED DEBIT

CAPITAL ONE CRCARDPMT
211221 3H6TD7D8IOQRLX8
REF#0
Bank of Marin 8607 -150.00 2,008.01
12/23/2021 Expense No Capital One

PREAUTHORIZED DEBIT

CAPITAL ONE

PREAUTHORIZED DEBIT

CAPITAL ONE CRCARDPMT
211222 3H71PTXT9ZFGIBX
REF#0
Bank of Marin 8607 -200.00 1,808.01
Total for Credit Card - Massie $ -964.00
Loan from shareholder
Beginning Balance 55,826.22
12/03/2021 Expense No Comenity Pay

PREAUTHORIZED DEBIT

COMENITY PAY

PREAUTHORIZED DEBIT

COMENITY PAY OH WEB
PYMT 211203 REF#0
Bank of Marin 8607 -200.00 55,626.22
12/13/2021 Deposit No Deposit owner contributions Bank of Marin 8607 800.00 56,426.22 Total for Loan from shareholder $600.00
Loan Payable - Fidelity
Beginning Balance 6,731.15
12/27/2021 Expense No Fidelity FPRS

PREAUTHORIZED DEBIT

FIDELITY FPR

PREAUTHORIZED DEBIT
FIDELITY FPRS 211227 REF#0 Bank of Marin 8607 -198.02 6,533.13 12/31/2021 Journal Entry Loan Interest No Fidelity Loan interest payment -Split- 39.26 6,572.39 Total for Loan Payable - Fidelity $ -158.76
Loan Payable - Upstart
Beginning Balance 18,905.83
12/09/2021 Expense No Upstart

PREAUTHORIZED DEBIT

UPSTART NETW

PREAUTHORIZED DEBIT

UPSTART NETWORK
MILLENNIUM FM 21498530
BORROW ER_PAYMT REF#0
Bank of Marin 8607 -646.22 18,259.61
12/31/2021 Journal Entry Loan Interest No Upstart Loan interest payment -Split- 164.56 18,424.17 Total for Loan Payable - Upstart $ -481.66
Sales Tax Payable
Park Street Wine Cellars 29/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance Beginning Balance 1,702.56
12/31/2021 Journal Entry Paypal No PayPal sales tax -Split- 192.65 1,895.21 12/31/2021 Journal Entry Sales No reclassify -Split- 1,443.79 3,339.00 Total for Sales Tax Payable $1,636.44
SK-Gift Card Liability
Beginning Balance 275.00
12/17/2021 Journal Entry TER3S2121721e228 No External Credit -Split- -111.80 163.20 12/31/2021 Journal Entry Paypal No PayPal gift card purchase -Split- 400.00 563.20 Total for SK-Gift Card Liability $288.20
SK-Sales Tax
12/01/2021 Journal Entry TER3S1120121812b No sales_tax -Split- 18.60 18.60 12/02/2021 Journal Entry TER3S1120221b87d No sales_tax -Split- 20.20 38.80 12/03/2021 Journal Entry TER3S11203212c74 No sales_tax -Split- 31.38 70.18 12/04/2021 Journal Entry TER3S11204213bd4 No sales_tax -Split- 29.77 99.95 12/07/2021 Journal Entry TER3S1120721c724 No sales_tax -Split- 34.97 134.92 12/08/2021 Journal Entry TER3S1120821bc79 No sales_tax -Split- 84.90 219.82 12/09/2021 Journal Entry TER3S1120921841f No sales_tax -Split- 2.90 222.72 12/10/2021 Journal Entry TER3S11210217f38 No sales_tax -Split- 178.84 401.56 12/11/2021 Journal Entry TER3S1121121937d No sales_tax -Split- 58.07 459.63 12/13/2021 Journal Entry TER3S11213216528 No sales_tax -Split- 73.10 532.73 12/14/2021 Journal Entry TER3S1121421aa21 No sales_tax -Split- 18.68 551.41 12/15/2021 Journal Entry TER3S1121521f507 No sales_tax -Split- 72.56 623.97 12/16/2021 Journal Entry TER3S11216212d7d No sales_tax -Split- 209.58 833.55 12/17/2021 Journal Entry TER3S112172158a2 No sales_tax -Split- 10.21 843.76 12/17/2021 Journal Entry TER3S2121721e228 No sales_tax -Split- 10.85 854.61 12/18/2021 Journal Entry TER3S1121821d6b3 No sales_tax -Split- 212.57 1,067.18 12/21/2021 Journal Entry TER3S11221215a3e No sales_tax -Split- 31.70 1,098.88 12/22/2021 Journal Entry TER3S11222215c9c No sales_tax -Split- 79.15 1,178.03 12/23/2021 Journal Entry TER3S11223218019 No sales_tax -Split- 22.15 1,200.18 12/24/2021 Journal Entry TER3S1122421da89 No sales_tax -Split- 78.12 1,278.30 12/28/2021 Journal Entry TER3S11228213ed7 No sales_tax -Split- 70.39 1,348.69 12/29/2021 Journal Entry TER3S1122921af86 No sales_tax -Split- 15.05 1,363.74 12/30/2021 Journal Entry TER3S1123021f252 No sales_tax -Split- 46.63 1,410.37 12/31/2021 Journal Entry TER3S112312118c8 No sales_tax -Split- 33.42 1,443.79 12/31/2021 Journal Entry Sales No reclassify -Split- -1,443.79 0.00 Park Street Wine Cellars 30/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance Total for SK-Sales Tax $0.00
Shareholder Contribution
Beginning Balance 54,438.66
Total for Shareholder Contribution
Retained Earnings
Beginning Balance -34,750.23
Total for Retained Earnings
Sales
Beginning Balance 89,067.41
12/31/2021 Journal Entry Sales No reclassify -Split- 14,306.37 103,373.78 Total for Sales $14,306.37
Misc sales NT
Beginning Balance 2,660.80
12/31/2021 Journal Entry Paypal No PayPal shipping -Split- 121.62 2,782.42 12/31/2021 Journal Entry Sales No miscellaneous non-taxable -Split- 465.00 3,247.42 Total for Misc sales NT $586.62
Sales Disc/Returns
Beginning Balance -4,232.99
12/10/2021 Sales Receipt SRR3S11210213078 No SK-DISCOUNTS SK-Total Tendered -82.74 -4,315.73 12/11/2021 Sales Receipt SRR3S1121121c76e No SK-DISCOUNTS SK-Total Tendered -17.40 -4,333.13 12/18/2021 Sales Receipt SRR3S11218210ca7 No SK-DISCOUNTS SK-Total Tendered -187.81 -4,520.94 12/22/2021 Sales Receipt SRR3S1122221a7dd No SK-DISCOUNTS SK-Total Tendered -21.58 -4,542.52 12/28/2021 Sales Receipt SRR3S112282198a1 No SK-DISCOUNTS SK-Total Tendered -22.09 -4,564.61 12/31/2021 Journal Entry Paypal No PayPal discount/returns -Split- -24.99 -4,589.60 12/31/2021 Journal Entry Paypal No PayPal discount/returns -Split- -7.92 -4,597.52 12/31/2021 Sales Receipt SRR3S1123121a79b No SK-DISCOUNTS SK-Total Tendered -4.00 -4,601.52 Total for Sales Disc/Returns $ -368.53
Total for Sales with sub-accounts $14,524.46
Sales online
Beginning Balance 13,928.99
12/31/2021 Journal Entry Paypal No PayPal Sales Dec 2021 -Split- 1,892.08 15,821.07 Total for Sales online $1,892.08
Park Street Wine Cellars 31/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance SK-Sales
12/01/2021 Sales Receipt SRR3S1120121ff21 No WHITE WINE SK-Total Tendered 39.97 39.97 12/01/2021 Sales Receipt SRR3S1120121ff21 No RED WINE SK-Total Tendered 132.95 172.92 12/02/2021 Sales Receipt SRR3S112022155c4 No ROSE WINE SK-Total Tendered 14.99 187.91 12/02/2021 Sales Receipt SRR3S112022155c4 No SPARKLING WINE SK-Total Tendered 27.99 215.90 12/02/2021 Sales Receipt SRR3S112022155c4 No WHITE WINE SK-Total Tendered 79.94 295.84 12/02/2021 Sales Receipt SRR3S112022155c4 No RED WINE SK-Total Tendered 64.95 360.79 12/03/2021 Sales Receipt SRR3S1120321204c No WHITE WINE SK-Total Tendered 54.97 415.76 12/03/2021 Sales Receipt SRR3S1120321204c No RED WINE SK-Total Tendered 236.88 652.64 12/04/2021 Sales Receipt SRR3S11204211a62 No RED WINE SK-Total Tendered 276.85 929.49 12/07/2021 Sales Receipt SRR3S1120721e5bb No WHITE WINE SK-Total Tendered 49.97 979.46 12/07/2021 Sales Receipt SRR3S1120721e5bb No RED WINE SK-Total Tendered 215.88 1,195.34 12/07/2021 Sales Receipt SRR3S1120721e5bb No SWEET WINE SK-Total Tendered 29.98 1,225.32 12/07/2021 Sales Receipt SRR3S1120721e5bb No ROSE WINE SK-Total Tendered 29.98 1,255.30 12/08/2021 Sales Receipt SRR3S11208212798 No SPARKLING WINE SK-Total Tendered 39.98 1,295.28 12/08/2021 Sales Receipt SRR3S11208212798 No RED WINE SK-Total Tendered 739.72 2,035.00 12/08/2021 Sales Receipt SRR3S11208212798 No WINE GIFT BAGS SK-Total Tendered 9.96 2,044.96 12/09/2021 Sales Receipt SRR3S1120921d8d5 No RED WINE SK-Total Tendered 11.98 2,056.94 12/09/2021 Sales Receipt SRR3S1120921d8d5 No ROSE WINE SK-Total Tendered 14.99 2,071.93 12/10/2021 Sales Receipt SRR3S11210213078 No RED WINE SK-Total Tendered 1,028.58 3,100.51 12/10/2021 Sales Receipt SRR3S11210213078 No SWEET WINE SK-Total Tendered 524.85 3,625.36 12/10/2021 Sales Receipt SRR3S11210213078 No SPARKLING WINE SK-Total Tendered 53.97 3,679.33 12/10/2021 Sales Receipt SRR3S11210213078 No WHITE WINE SK-Total Tendered 119.93 3,799.26 12/10/2021 Sales Receipt SRR3S11210213078 No DESSERT WINE SK-Total Tendered 18.99 3,818.25 12/11/2021 Sales Receipt SRR3S1121121c76e No ROSE WINE SK-Total Tendered 14.99 3,833.24 12/11/2021 Sales Receipt SRR3S1121121c76e No RED WINE SK-Total Tendered 448.81 4,282.05 12/11/2021 Sales Receipt SRR3S1121121c76e No WHITE WINE SK-Total Tendered 93.93 4,375.98 12/13/2021 Sales Receipt SRR3S1121321211a No RED WINE SK-Total Tendered 679.90 5,055.88 12/13/2021 Sales Receipt SRR3S1121321211a No GENERAL SK-Total Tendered 55.00 5,110.88 12/14/2021 Sales Receipt SRR3S112142199b0 No GENERAL SK-Total Tendered 60.00 5,170.88 12/14/2021 Sales Receipt SRR3S112142199b0 No RED WINE SK-Total Tendered 39.97 5,210.85 12/14/2021 Sales Receipt SRR3S112142199b0 No DESSERT WINE SK-Total Tendered 19.99 5,230.84 12/14/2021 Sales Receipt SRR3S112142199b0 No SPARKLING WINE SK-Total Tendered 53.97 5,284.81 12/15/2021 Sales Receipt SRR3S1121521d92b No GENERAL SK-Total Tendered 110.00 5,394.81 12/15/2021 Sales Receipt SRR3S1121521d92b No WHITE WINE SK-Total Tendered 479.76 5,874.57 Park Street Wine Cellars 32/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/15/2021 Sales Receipt SRR3S1121521d92b No RED WINE SK-Total Tendered 194.97 6,069.54 12/16/2021 Sales Receipt SRR3S1121621f92e No GENERAL SK-Total Tendered 135.00 6,204.54 12/16/2021 Sales Receipt SRR3S1121621f92e No WHITE WINE SK-Total Tendered 16.98 6,221.52 12/16/2021 Sales Receipt SRR3S1121621f92e No RED WINE SK-Total Tendered 1,839.56 8,061.08 12/16/2021 Sales Receipt SRR3S1121621f92e No SPARKLING WINE SK-Total Tendered 72.97 8,134.05 12/16/2021 Sales Receipt SRR3S1121621f92e No DESSERT WINE SK-Total Tendered 19.99 8,154.04 12/17/2021 Sales Receipt SRR3S11217213688 No RED WINE SK-Total Tendered 19.98 8,174.02 12/17/2021 Sales Receipt SRR3S11217213688 No WHITE WINE SK-Total Tendered 74.98 8,249.00 12/17/2021 Sales Receipt SRR3S2121721cfef No RED WINE SK-Total Tendered 100.95 8,349.95 12/18/2021 Sales Receipt SRR3S11218210ca7 No WINE BAGS SK-Total Tendered 4.98 8,354.93 12/18/2021 Sales Receipt SRR3S11218210ca7 No WHITE WINE SK-Total Tendered 509.72 8,864.65 12/18/2021 Sales Receipt SRR3S11218210ca7 No RED WINE SK-Total Tendered 1,520.23 10,384.88 12/18/2021 Sales Receipt SRR3S11218210ca7 No SPARKLING WINE SK-Total Tendered 130.94 10,515.82 12/21/2021 Sales Receipt SRR3S11221216995 No WHITE WINE SK-Total Tendered 19.98 10,535.80 12/21/2021 Sales Receipt SRR3S11221216995 No RED WINE SK-Total Tendered 274.86 10,810.66 12/22/2021 Sales Receipt SRR3S1122221a7dd No RED WINE SK-Total Tendered 519.58 11,330.24 12/22/2021 Sales Receipt SRR3S1122221a7dd No SPARKLING WINE SK-Total Tendered 67.97 11,398.21 12/22/2021 Sales Receipt SRR3S1122221a7dd No WHITE WINE SK-Total Tendered 169.82 11,568.03 12/22/2021 Sales Receipt SRR3S1122221a7dd No GENERAL SK-Total Tendered 110.00 11,678.03 12/23/2021 Sales Receipt SRR3S112232185b3 No RED WINE SK-Total Tendered 239.87 11,917.90 12/23/2021 Sales Receipt SRR3S112232185b3 No WHITE WINE SK-Total Tendered 449.88 12,367.78 12/23/2021 Sales Receipt SRR3S112232185b3 No DESSERT WINE SK-Total Tendered 18.99 12,386.77 12/23/2021 Sales Receipt SRR3S112232185b3 No SPARKLING WINE SK-Total Tendered 27.99 12,414.76 12/23/2021 Sales Receipt SRR3S112232185b3 No WINE GIFT BAGS SK-Total Tendered 9.96 12,424.72 12/24/2021 Sales Receipt SRR3S11224214504 No ROSE WINE SK-Total Tendered 14.99 12,439.71 12/24/2021 Sales Receipt SRR3S11224214504 No WHITE WINE SK-Total Tendered 115.92 12,555.63 12/24/2021 Sales Receipt SRR3S11224214504 No SPARKLING WINE SK-Total Tendered 101.94 12,657.57 12/24/2021 Sales Receipt SRR3S11224214504 No RED WINE SK-Total Tendered 493.83 13,151.40 12/28/2021 Sales Receipt SRR3S112282198a1 No SPARKLING WINE SK-Total Tendered 155.88 13,307.28 12/28/2021 Sales Receipt SRR3S112282198a1 No WHITE WINE SK-Total Tendered 72.94 13,380.22 12/28/2021 Sales Receipt SRR3S112282198a1 No RED WINE SK-Total Tendered 447.64 13,827.86 12/28/2021 Sales Receipt SRR3S112282198a1 No GENERAL SK-Total Tendered 55.00 13,882.86 12/29/2021 Sales Receipt SRR3S112292171d3 No SPARKLING WINE SK-Total Tendered 59.94 13,942.80 12/29/2021 Sales Receipt SRR3S112292171d3 No RED WINE SK-Total Tendered 59.99 14,002.79 12/29/2021 Sales Receipt SRR3S112292171d3 No WHITE WINE SK-Total Tendered 19.99 14,022.78 12/30/2021 Sales Receipt SRR3S11230212b25 No WHITE WINE SK-Total Tendered 39.97 14,062.75 Park Street Wine Cellars 33/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/30/2021 Sales Receipt SRR3S11230212b25 No RED WINE SK-Total Tendered 247.86 14,310.61 12/30/2021 Sales Receipt SRR3S11230212b25 No SPARKLING WINE SK-Total Tendered 115.93 14,426.54 12/30/2021 Sales Receipt SRR3S11230212b25 No ROSE WINE SK-Total Tendered 29.98 14,456.52 12/31/2021 Sales Receipt SRR3S1123121a79b No SPARKLING WINE SK-Total Tendered 149.92 14,606.44 12/31/2021 Journal Entry Sales No reclassify -Split- -14,771.37 -164.93 12/31/2021 Sales Receipt SRR3S1123121a79b No WHITE WINE SK-Total Tendered 99.95 -64.98 12/31/2021 Sales Receipt SRR3S1123121a79b No RED WINE SK-Total Tendered 64.98 0.00 Total for SK-Sales $0.00
Cost of Goods Sold
Beginning Balance 60,841.33
12/31/2021 Journal Entry Sales No Net Cogs -Split- 9,603.02 70,444.35 Total for Cost of Goods Sold $9,603.02
Accounting Expense
Beginning Balance 1,292.67
12/14/2021 Expense No SK Accountancy

PREAUTHORIZED DEBIT SK

ACCOUNTAN

PREAUTHORIZED DEBIT SK

ACCOUNTANCY C SALE
211214 REF#0
Bank of Marin 8607 400.00 1,692.67
Total for Accounting Expense $400.00
Advertising & Marketing
Beginning Balance 3,153.72
12/06/2021 Expense No Mailchimp

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 420429 MailChimp
000 00000 GA
XXXXXXXXXXXX8599
Bank of Marin 8607 19.98 3,173.70
12/09/2021 Expense No Facebook

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 420429 FACEBK
2A2VM8PN62 650 54348 CA
XXXXXXXXXXXX8599
Bank of Marin 8607 10.00 3,183.70
12/13/2021 Expense No Fivestars Loyalty

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 490641 FIVESTARS
LOYALTY 860 57827 CA
XXXXXXXXXXXX8599
Bank of Marin 8607 216.00 3,399.70
Park Street Wine Cellars 34/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance Total for Advertising & Marketing $245.98
Auto Expense
Beginning Balance 3,843.47
12/01/2021 Expense No Toyota Lease

PREAUTHORIZED DEBIT

TOYOTA FINAN

PREAUTHORIZED DEBIT

TOYOTA FINANCIAL
LEASE_PAY 211201 REF#0 Bank of Marin 8607 374.40 4,217.87 Total for Auto Expense $374.40
Bank Charges & Fees
Beginning Balance 29.61
12/08/2021 Expense No Bank of Marin

SERVICE CHARGE STOP

PAYMNT BRANC SERVICE

CHARGE STOP PAYMNT
BRANCH REF#0 Bank of Marin 8607 30.00 59.61
Total for Bank Charges & Fees $30.00
Business License & Permits
Beginning Balance 593.00
12/21/2021 Expense No Dept of ABC

PREAUTHORIZED DEBIT DEPT

ALCBEVC PREAUTHORIZED

DEBIT DEPT ALCBEVCTL
LICENSERNW 211221
043000097934236 REF#0
Bank of Marin 8607 800.00 1,393.00
12/30/2021 Check 1370 No Alameda County Environmental
Alameda County Environmental
Health - Permit Renewal
AR0368671 IN0314303
Bank of Marin 8607 229.00 1,622.00
Total for Business License & Permits $1,029.00
Computer & Internet Expense
Beginning Balance 1,582.00
12/06/2021 Expense No MonkeyBrains Net

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 449216

MONKEYBRAINS NET

HTTPSWWW CA
XXXXXXXXXXXX2834
Bank of Marin 8607 39.00 1,621.00
12/20/2021 Expense No Dell

PREAUTHORIZED DEBIT DELL

PREFERR PREAUTHORIZED

DEBIT DELL PREFERRED
SSSNENT 211220 REF#0
Bank of Marin 8607 94.32 1,715.32
Park Street Wine Cellars 35/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance Total for Computer & Internet Expense $133.32
Dues & subscriptions
Beginning Balance 2,539.79
12/06/2021 Expense No Vinous

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 449216 VINOUS

COM WWW VINOU NY
XXXXXXXXXXXX8599
Bank of Marin 8607 200.00 2,739.79
12/06/2021 Expense No Wine Searcher Ltd

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 448131 WINE

SEARCHER AUCKLAND XX
XXXXXXXXXXXX8599
Bank of Marin 8607 95.00 2,834.79
Total for Dues & subscriptions $295.00
Equipment Expense
Beginning Balance 400.00
Total for Equipment Expense
Insurance
Beginning Balance 3,112.15
12/08/2021 Expense No Liberty Mutual

PREAUTHORIZED DEBIT

LIBERTY MUTU

PREAUTHORIZED DEBIT
LIBERTY MUTUAL 902529680
211208 5004993 REF#0 Bank of Marin 8607 137.66 3,249.81 Total for Insurance $137.66
Interest Expense
Beginning Balance 2,606.85
12/31/2021 Journal Entry Loan Interest No Upstart Loan interest payment -Split- 164.56 2,771.41 12/31/2021 Journal Entry Loan Interest No Fidelity Loan interest payment -Split- 39.26 2,810.67 Total for Interest Expense $203.82
Janitorial Expense
Beginning Balance 203.70
Total for Janitorial Expense
Meals Expense
Beginning Balance 3,133.52
Park Street Wine Cellars 36/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/14/2021 Expense No McDonalds

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 442733 MCDONALD
S F1991 ALAMEDA CA
XXXXXXXXXXXX8599
Bank of Marin 8607 7.30 3,140.82
12/20/2021 Expense No Alameda Cinema Grill

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 401339 ALAMEDA

CINEMA GRI LL ALAMEDA CA
XXXXXXXXXXXX8599
Bank of Marin 8607 500.00 3,640.82
12/20/2021 Expense No The Star on Park

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 413746 TST THE

STAR ON P ARK ALAMEDA CA
XXXXXXXXXXXX8599
Bank of Marin 8607 90.12 3,730.94
Total for Meals Expense $597.42
Merchant Expense
Beginning Balance 5,723.49
12/02/2021 Expense No Bankcard MTOT

PREAUTHORIZED DEBIT
BANKCARD 186

PREAUTHORIZED DEBIT
BANKCARD 1869 MTOT DISC
211202 519701700128127
REF#0
Bank of Marin 8607 194.65 5,918.14
12/31/2021 Journal Entry Paypal No PayPal fees -Split- 100.94 6,019.08 Total for Merchant Expense $295.59
Office Expense
Beginning Balance 356.97
Total for Office Expense
Parking & Toll
Beginning Balance 255.00
Total for Parking & Toll
Postage & Delivery
Beginning Balance 3,761.73
12/16/2021 Check 1357 No Uline act 17542940 Bank of Marin 8607 218.25 3,979.98 12/16/2021 Check 1355 No FedEx acct 683562335 Bank of Marin 8607 496.19 4,476.17 Park Street Wine Cellars 37/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance 12/20/2021 Expense No USPS

POS PURCHASE POS

PURCHASE TERMIN POS

PURCHASE POS PURCHASE
TERMINAL 72955099 USPS
KIOSK 05007 ALAMEDA CA
XXXXXXXXXXXX2834 REF#0
Bank of Marin 8607 23.20 4,499.37
12/30/2021 Check 1368 No FedEx 7-600-82613 Bank of Marin 8607 29.05 4,528.42 12/30/2021 Check 1369 No Uline Bank of Marin 8607 160.48 4,688.90 Total for Postage & Delivery $927.17
Property Tax
Beginning Balance 1,738.05
12/13/2021 Check 1352 No Tax Collector Alameda Bank of Marin 8607 945.51 2,683.56 Total for Property Tax $945.51
Rent & Lease
Beginning Balance 19,566.39
Total for Rent & Lease
Repairs & Maintenance
Beginning Balance 214.16
Total for Repairs & Maintenance
Software and Apps
Beginning Balance 1,474.69
12/06/2021 Expense No Adobe
A2A PAYMENT DEBIT
TERMINAL 00000 A2A

PAYMENT DEBIT TERMINAL
00000000 9EFE08E6-1985-4C48

ADOBE SAN JOSE CA
XXXXXXXXXXXX8599 REF#0
Bank of Marin 8607 14.99 1,489.68
12/07/2021 Expense No Shopkeep

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 469029 SHOPKEEP
COM INC 800 820 9 NY
XXXXXXXXXXXX8599
Bank of Marin 8607 218.00 1,707.68
12/13/2021 Expense No Mocreate

PREAUTHORIZED DEBIT

MOCREATE SAL

PREAUTHORIZED DEBIT
MOCREATE SALE 211213
REF#0
Bank of Marin 8607 83.33 1,791.01
Total for Software and Apps $316.32
Park Street Wine Cellars 38/38
Date Transaction Type Num Adj Name Memo/Description Split Amount Balance Supplies
Beginning Balance 822.03
12/20/2021 Expense No Safeway

VISA PURCHASE MERCHANT

PURCHASE VISA PURCHASE

MERCHANT PURCHASE
TERMINAL 315787 SAFEWAY
#3281 ALAMEDA CA
XXXXXXXXXXXX2834
Bank of Marin 8607 44.28 866.31
Total for Supplies $44.28
Tariffs & Fees
Beginning Balance 1,930.12
Total for Tariffs & Fees
Utilities
Beginning Balance 1,556.32
12/16/2021 Check 1354 No EBMUD act 04592748029 Bank of Marin 8607 105.50 1,661.82 12/30/2021 Check 1367 No Alameda Municipal Power acct 32122-07 Bank of Marin 8607 102.88 1,764.70 Total for Utilities $208.38
Waste Disposal
Beginning Balance 924.89
12/16/2021 Check 1356 No Alameda County Industries acct 042992 Bank of Marin 8607 69.69 994.58 12/28/2021 Check 1366 No Junk King Bank of Marin 8607 300.00 1,294.58 Total for Waste Disposal $369.69
CM Receivables Ledger 1Page:

Date:

Time:

Database:

Date Category SR Description Desc. Invoice Debit Credit BalanceBuilding Receipt
Lease
3/1/2022
01:39 PM

RIVERROCKGRP
RiverRock REG
11/19 Through 01/22
ENTITY: 3073
OTH City Properties
Occupancy Status: Current New
Security Deposit Ending Balance through 01/22
Receipt
Type
Master Occp Id:PARK STREET WINE CELLARS INC CHRISTOPHER MASSIE (832) 465-4342AL3073-007841 00006809-1 Balance Forward 0.00
AL3073 007841 5/1/2021 RNT CH Monthly Rent 1,248.71 1,248.71 AUTOCHRG @T5/14/2021 AL3073 007841 5/10/2021 RNT CRMonthly Rent 1259 1,248.71 0.00 CHKReceipt AL3073 007841 5/10/2021 RNT CRMonthly Rent 1259 1,561.78 -1,561.78 CHKReceipt AL3073 007841 5/15/2021 RNT CHMonthly Rent 1,561.78 0.00 AUTOCHRG @T5/31/2021 @ AL3073 007841 6/1/2021 RNT CH Monthly Rent 2,847.95 2,847.95 AUTOCHRG @T6/30/2021 AL3073 007841 6/1/2021 RNT CH Monthly Rent 2,765.00 5,612.95 Monthly Rent 07/2020 AL3073 007841 6/1/2021 RNT CH Monthly Rent 2,765.00 8,377.95 Monthly Rent 08/2020 AL3073 007841 6/1/2021 RNT CH Monthly Rent 2,765.00 11,142.95 Monthly Rent 09/2020 AL3073 007841 6/1/2021 RNT CH Monthly Rent 2,765.00 13,907.95 Monthly Rent 10/2020 AL3073 007841 6/1/2021 RNT CH Monthly Rent 2,765.00 16,672.95 Monthly Rent 11/2020 AL3073 007841 6/1/2021 RNT CH Monthly Rent 2,765.00 19,437.95 Monthly Rent 12/2020 AL3073 007841 6/1/2021 RNT CH Monthly Rent 2,765.00 22,202.95 Monthly Rent 01/2021 AL3073 007841 6/1/2021 RNT CH Monthly Rent 2,765.00 24,967.95 Monthly Rent 02/2021 AL3073 007841 6/1/2021 RNT CH Monthly Rent 2,765.00 27,732.95 Monthly Rent 03/2021 AL3073 007841 6/1/2021 RNT CH Monthly Rent 2,765.00 30,497.95 Monthly Rent 04/2021 AL3073 007841 6/1/2021 RNT CR Monthly Rent TFR3072 2,765.00 27,732.95 CHKReceipt AL3073 007841 6/1/2021 RNT CR Monthly Rent TFR3072 2,765.00 24,967.95 CHKReceipt AL3073 007841 6/1/2021 RNT CR Monthly Rent TFR3072 2,765.00 22,202.95 CHKReceipt AL3073 007841 6/1/2021 RNT CR Monthly Rent TFR3072 2,765.00 19,437.95 CHKReceipt AL3073 007841 6/1/2021 RNT CR Monthly Rent TFR3072 2,765.00 16,672.95 CHKReceipt AL3073 007841 6/1/2021 RNT CR Monthly Rent TFR3072 2,765.00 13,907.95 CHKReceipt AL3073 007841 6/1/2021 RNT CR Monthly Rent TFR3072 2,765.00 11,142.95 CHKReceipt AL3073 007841 6/1/2021 RNT CR Monthly Rent TFR3072 2,765.00 8,377.95 CHKReceipt AL3073 007841 6/1/2021 RNT CR Monthly Rent TFR3072 2,765.00 5,612.95 CHKReceipt AL3073 007841 6/1/2021 RNT CR Monthly Rent TFR3072 2,765.00 2,847.95 CHKReceipt AL3073 007841 6/7/2021 RNT CR Monthly Rent 1267 2,847.95 0.00 CHKReceipt AL3073 007841 7/1/2021 RNT CH Monthly Rent 2,847.95 2,847.95 AUTOCHRG @T7/31/2021 AL3073 007841 7/8/2021 RNT CR Monthly Rent 1289 2,847.95 0.00 CHKReceipt AL3073 007841 8/1/2021 RNT CH Monthly Rent 2,847.95 2,847.95 AUTOCHRG @T8/31/2021 AL3073 007841 9/1/2021 RNT CH Monthly Rent 2,847.95 5,695.90 AUTOCHRG @T9/30/2021 AL3073 007841 10/1/2021 RNT CHMonthly Rent 2,847.95 8,543.85 AUTOCHRG @T10/31/2021 AL3073 007841 11/1/2021 RNT CHMonthly Rent 2,847.95 11,391.80 AUTOCHRG @T11/30/2021 AL3073 007841 12/1/2021 RNT CHMonthly Rent 2,847.95 14,239.75 AUTOCHRG @T12/31/2021 AL3073 007841 1/1/2022 RNT CH Monthly Rent 2,847.95 17,087.70 AUTOCHRG @T1/31/2022 CM Receivables Ledger 2Page:

Date:

Time:

Database:

Date Category SR Description Desc. Invoice Debit Credit BalanceBuilding Receipt
Lease
3/1/2022
01:39 PM

RIVERROCKGRP
RiverRock REG
11/19 Through 01/22
ENTITY: 3073
OTH City Properties
Occupancy Status: Current New
Security Deposit Ending Balance through 01/22
Receipt
Type
Mo. Rep Charges Charges Cash Receipts N/C CreditsCategory Beg Balance End BalanceRefunds Sec Dep Bal RNT 53,244.09 36,156.39 0.000.00Monthly Rent 2,847.95 17,087.700.00 Total: 2,847.95 0.00 53,244.09 36,156.39 0.00 17,087.70 0.00 0.00 Mo. Rep Charges Charges Cash Receipts N/C CreditsCategory Beg Balance End BalanceRefunds Sec Dep Bal Totals for 3073:

RNT 53,244.09 36,156.39 0.000.00Monthly Rent 2,847.95 17,087.700.00 2,847.95 0.00 53,244.09 36,156.39 0.00 17,087.70 0.00 0.00ENTITY Total:

Mo. Rep Charges Charges Cash Receipts N/C CreditsCategory Beg Balance End BalanceRefunds Sec Dep Bal Grand Totals:

RNT 53,244.09 36,156.39 0.000.00Monthly Rent 2,847.95 17,087.700.00 Grand Total: 17,087.702,847.95 0.00 53,244.09 36,156.39 0.00 0.00 0.00 CM Receivables Ledger 1Page:

Date:

Time:

Database:

Date Category SR Description Desc. Invoice Debit Credit BalanceBuilding Receipt
Lease
3/1/2022
02:19 PM

RIVERROCKGRP
RiverRock REG
11/19 Through 01/22
ENTITY: 3072

TIDELANDS TRUST
Occupancy Status: Current Inactive New
Security Deposit Ending Balance through 01/22
Receipt
Type
Master Occp Id:PARK STREET WINE CELLARS INC CHRISTOPHER MASSIE (832) 465-4342TIDE02-007478 00006475-1 Balance Forward 0.00
TIDE02 007478 4/16/2020 RNT CHMonthly Rent 1,382.50 1,382.50 AUTOCHRG @T4/30/2020 @ TIDE02 007478 4/16/2020 RNT NCMonthly Rent 1,382.50 0.00 Rev Monthly Rent 04/2020 TIDE02 007478 4/28/2020 RNT CRMonthly Rent 1076 2,765.00 -2,765.00 CHKCK 1076 08.12.19 TIDE02 007478 4/28/2020 SDP PRSECURITY DEPOSIT 1076 3,021.39 256.39 CHKTransfer to SD TIDE02 007478 4/28/2020 SDP CRSECURITY DEPOSIT 1076 3,021.39 -2,765.00 CHKCK 1076 SD 08.12.19 TIDE02 007478 5/15/2020 RNT CHMonthly Rent 1,516.29 -1,248.71 AUTOCHRG @T5/31/2020 @ TIDE02 007478 6/1/2020 RNT CH Monthly Rent 2,765.00 1,516.29 AUTOCHRG @T6/30/2020 TIDE02 007478 6/1/2020 RNT PR Monthly Rent 1076 2,765.00 4,281.29 CreditApply TIDE02 007478 6/1/2020 RNT CR Monthly Rent 1076 2,765.00 1,516.29 APLCreditApply TIDE02 007478 6/24/2020 RNT CRMonthly Rent 1127 1,516.29 0.00 CHKReceipt TIDE02 007478 7/1/2020 RNT CH Monthly Rent 2,765.00 2,765.00 AUTOCHRG @T7/31/2020 TIDE02 007478 7/8/2020 RNT CR Monthly Rent 1136 2,765.00 0.00 CHKReceipt TIDE02 007478 8/1/2020 RNT CH Monthly Rent 2,765.00 2,765.00 AUTOCHRG @T8/31/2020 TIDE02 007478 8/5/2020 RNT CR Monthly Rent 1153 2,765.00 0.00 CHKReceipt TIDE02 007478 9/1/2020 RNT CH Monthly Rent 2,765.00 2,765.00 AUTOCHRG @T9/30/2020 TIDE02 007478 9/3/2020 RNT CR Monthly Rent 1166 2,765.00 0.00 CHKReceipt TIDE02 007478 10/1/2020 RNT CHMonthly Rent 2,765.00 2,765.00 AUTOCHRG @T10/31/2020 TIDE02 007478 10/7/2020 RNT CRMonthly Rent 1173 2,765.00 0.00 CHKReceipt TIDE02 007478 11/1/2020 RNT CHMonthly Rent 2,765.00 2,765.00 AUTOCHRG @T11/30/2020 TIDE02 007478 11/4/2020 RNT CRMonthly Rent 1184 2,765.00 0.00 CHKReceipt TIDE02 007478 12/1/2020 RNT CHMonthly Rent 2,765.00 2,765.00 AUTOCHRG @T12/31/2020 TIDE02 007478 12/9/2020 RNT CRMonthly Rent 1199 2,765.00 0.00 CHKReceipt TIDE02 007478 1/1/2021 RNT CH Monthly Rent 2,765.00 2,765.00 AUTOCHRG @T1/31/2021 TIDE02 007478 1/13/2021 RNT CRMonthly Rent 1217 2,765.00 0.00 CHKReceipt TIDE02 007478 2/1/2021 RNT CH Monthly Rent 2,765.00 2,765.00 AUTOCHRG @T2/28/2021 TIDE02 007478 2/11/2021 RNT CRMonthly Rent 1231 2,765.00 0.00 CHKReceipt TIDE02 007478 3/1/2021 RNT CH Monthly Rent 2,765.00 2,765.00 AUTOCHRG @T3/31/2021 TIDE02 007478 3/10/2021 RNT CRMonthly Rent 1233 2,765.00 0.00 CHKReceipt TIDE02 007478 4/1/2021 RNT CH Monthly Rent 2,765.00 2,765.00 AUTOCHRG @T4/30/2021 TIDE02 007478 4/5/2021 RNT CR Monthly Rent 1252 2,765.00 0.00 CHKReceipt TIDE02 007478 6/1/2021 MIS CH Miscellaneous 27,650.00 27,650.00 Trf pymnt to 3073 TIDE02 007478 6/1/2021 MIS CR Miscellaneous 27,650.00 0.00 APLCreditApply TIDE02 007478 6/1/2021 RNT NC Monthly Rent 27,650.00 -27,650.00 Trf to 3073 Rent 07/20-04/21 TIDE02 007478 6/1/2021 RNT PR Monthly Rent 27,650.00 0.00 CreditApply CM Receivables Ledger 2Page:

Date:

Time:

Database:

Date Category SR Description Desc. Invoice Debit Credit BalanceBuilding Receipt
Lease
3/1/2022
02:19 PM

RIVERROCKGRP
RiverRock REG
11/19 Through 01/22
ENTITY: 3072

TIDELANDS TRUST
Occupancy Status: Current Inactive New
Security Deposit Ending Balance through 01/22
Receipt
Type
Mo. Rep Charges Charges Cash Receipts N/C CreditsCategory Beg Balance End BalanceRefunds Sec Dep Bal MIS 27,650.00 27,650.00 0.000.00Miscellaneous 0.00 0.000.00 RNT 33,313.79 4,281.29 29,032.500.00Monthly Rent 0.00 0.000.00 Total: 0.00 0.00 60,963.79 31,931.29 29,032.50 0.00 0.00 3,021.39 Mo. Rep Charges Charges Cash Receipts N/C CreditsCategory Beg Balance End BalanceRefunds Sec Dep Bal Totals for 3072:

MIS 27,650.00 27,650.00 0.000.00Miscellaneous 0.00 0.000.00 RNT 33,313.79 4,281.29 29,032.500.00Monthly Rent 0.00 0.000.00

0.00 0.00 60,963.79 31,931.29 29,032.50 0.00 0.00 3,021.39ENTITY Total:

Mo. Rep Charges Charges Cash Receipts N/C CreditsCategory Beg Balance End BalanceRefunds Sec Dep Bal Grand Totals:

MIS 27,650.00 27,650.00 0.000.00Miscellaneous 0.00 0.000.00 RNT 33,313.79 4,281.29 29,032.500.00Monthly Rent 0.00 0.000.00 Grand Total: 0.000.00 0.00 60,963.79 31,931.29 29,032.50 0.00 3,021.39

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