Agenda packet — Bellflower City Council, June 22, 2026 (part 3 of 5)

HERB'S DINER I Cannabis -Related Business Permit Application I All Information is Confidential & Proprietary 189122

City of Bellflower
Resolution No. 19-26-A — Exhibit A

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4. The Applicant must submit to the City Manager, or designee, a signed copy of these conditions of approval acknowledging acceptance, and compliance with the conditions herein within 30 days from the date of approval by the City Council. The conditions of approval must be signed, notarized and returned to the City Manager, or designee, before any plan check submittal or construction permit application or implementation of the requested entitlement.

5. This decision is not effective until Applicant acknowledges acceptance of all conditions and any administrative appeal period has lapsed, or a waiver of right to appeal is filed or if there is an appeal, until a final decision has been made on the appeal. By use of the entitlements granted by a development application, the Applicant acknowledges agreement with conditions of approval.

6. Anything which is not shown on the application/plans, or which is not specifically approved, or which is not incompliance with this section, is not approved. Any application and/or plans which are defective as to, without limitation, omission, dimensions, scale, use, colors, materials, encroachments, easements, will render any entitlements null and void.

III. Security

7. Cannabis businesses must be equipped with, and at all times be monitored by, a web -based closed-circuit television for security purposes. The camera and recording system must be of adequate quality, color rendition and resolution to allow the ready identification of any individual committing a crime anywhere on or adjacent to the Cannabis business. The system must be fully functional before processing, cultivating or dispensing of cannabis. The recordings of the monitoring must be maintained for a period of not less than 90 days and must be made available and accessible to the Police Chief and any other City official charged with enforcing the provisions of the BMC immediately upon request for review and copying, without the need for a search warrant, subpoena or court order. The cannabis business must also provide the Police Chief with the URL address of any on -site web -based video surveillance to monitor remotely at any time without a warrant, subpoena or court order.

8. The cannabis business must have a centrally monitored fire and burglar alarm system. This system must be fully functional at all times and before processing, cultivating or dispensing of cannabis at the cannabis business. At a minimum, this alarm must cover the perimeter of the cannabis business and must focus on those areas where cannabis is grown, produced, harvested, stored, packaged or dispensed. A professional alarm company must monitor this alarm at all times.

9. The cannabis business must contain a fireproof safe or a fireproof storage system and all records must be stored in that safe or system.

10. Crime Prevention Through Environmental Design (CPTED). Exterior lighting on the cannabis business and parking area lighting for the cannabis business must be balanced; cannot result in glare on adjoining properties; must complement the security systems required above to ensure that all areas of the cannabis business are visible; and must provide increased lighting at all entrances to the cannabis business. The lighting required in this subsection must be turned on from dusk to dawn.

11.Cannabis must be stored in buildings that are completely enclosed, and in a locked vault or safe, or other secured storage structure, which is bolted to the floor, or structure of the cannabis business.

12.Windows and roof hatches of the cannabis business must be secured from the inside with bars so as to prevent unauthorized entry, and must be equipped with latches that may be released quickly from the inside to allow exit in the event of emergency in compliance with all applicable Building Code provisions.

HERB'S DINER I Cannabis -Related Business Permit Application I All Information is Confidential & Proprietary 190123

City of Bellflower
Resolution No. 19-26-A — Exhibit A

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13.Exterior doors to the cannabis business must remain locked from the outside to prevent unauthorized ingress to the cannabis business. Ingress must be allowed by means of a remote release operated from within the cannabis business. In all cases, doors must remain operable from the inside to allow egress without the use of a key or special knowledge. Access -controlled egress doors must comply with the California Building Code provisions.

14.No person can possess any firearm while in the cannabis business without having first obtained a license from the appropriate state or local agency authorizing the person to be in possession of such firearm.

15.Persons possessing a firearm while in the cannabis business must provide the City Manager and Police Chief, 10 days before bringing the firearm onto the Cannabis business, with the following:
a. A copy of the license issued to the person by the appropriate state or local agency authorizing him or her to possess such firearm;
b. A copy of his or her law enforcement identification (if he or she is employed by a law enforcement agency); and
c. A copy of his or her California Driver's license or California Identification Card.

16. There must be at least one Security Personnel on duty in a cannabis business during its hours of operation. If the cannabis business has a separate cultivation site, at least one Security Personnel must be present at that Cultivation Site on duty 24 hours a day, seven days a week.

The Security Personnel must provide security inside the cannabis business, along the outside perimeter of the cannabis business, at parking sites immediately adjacent to the cannabis business and used by members of the cannabis business, and at sidewalks adjacent to the cannabis business. The cannabis business must employ Security Personnel subject to the following requirements:
a. All Security Personnel must register and maintain valid registration status with the state of California's Department of Consumer Affairs. At no time must any Security Personnel register with the State at any level that is less than that of a proprietary private security officer. Proof of application and registration for all Security Personnel must be maintained by the cannabis business and consist of copies of all relevant documentation including: application forms, receipts for application fees and live scan fees, and actual proof of registration.
b. While on duty, all Security Personnel must have a nameplate containing the Security Personnel's full name and the word "SECURITY" printed in bold, capital letters. The nameplate must be exhibited prominently on the clothing, at chest level, and must be visible and easily read at all times. The nameplate must be a minimum of two inches high and four inches wide, with the required information printed in capital letters, at least three- fourths inches high and in a contrasting color. As an alternative to a nameplate, the Security Personnel's name and the word "SECURITY" may be embroidered on the Security Personnel's outermost garment with the required information meeting the above specifications and located at chest level.

IV. Operating

17. The MCBP does not become effective until the permittee pays the annual permit administration fee of $25,000 required by Resolution No. 17-45 (adopted August 28, 2017) as adjusted by Section 3 of that Resolution, or as required by any successor resolution.

HERB'S DINER I Cannabis -Related Business Permit Application I All Information is Confidential & Proprietary 191124

City of Bellflower
Resolution No. 19-26-A — Exhibit A

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18. Cannabis cannot be visible with the naked eye from any public or other private property.

19. All areas devoted to dispensing cannabis must be secured from public access by means of a locked gate and any other security measures necessary to prevent unauthorized entry.

20. At no time can any cannabis business have any of the following items on the premises:
a. Any controlled substances, other than cannabis;
b. Alcoholic beverages; or
c. Firearms, except in strict compliance with the MCBP along with federal, state and local laws.

21. A sign must be posted in a conspicuous place inside the cannabis business advising, in English, Spanish, Khmer and Tagalog, the following: "The sale and use of cannabis are violations of federal law. The use of cannabis may impair a person's ability to operate a motor vehicle or heavy machinery. This facility is registered in accordance with the Bellflower Municipal Code."

22. Each Cannabis business must designate an on -site representative who must be present during all hours of the Cannabis business's operation. The On -Site Designated Representative must meet the following minimum requirements:
a. Be a Manager for the Cannabis business;
b. Comply with all applicable laws;
c. Carry on his or her person, at all times when he or she is functioning as the on -site representative, a valid government issued photo Identification Card or license; d. Upon request by the Police Chief or any other City official charged with enforcing the provisions of the BMC, produce such photo Identification Card or license for inspection; e. Be available at the telephone number identified in the registration as the on -site landline telephone number for the cannabis business;
f. Cooperate fully with the Police Chief and any other City official charged with enforcing the provisions of the BMC with any inquiry, inspection, request, or investigation necessary or appropriate to implement the requirements of the BMC or to enforce any other State or local law;
g. Immediately report to the Police Chief any violations of State or local law or conditions which the On -Site Designated Representative knows, or reasonably should know, exist on the cannabis business and at the cannabis business and could result or have resulted in harm or an imminent threat of harm to the health, safety or general welfare of any person or member of the public; and
h. Immediately report to the Police Chief, the County Health Department, and members of the cannabis business any information indicating that a member experienced an adverse reaction to, or other difficulty related to, any cannabis procured from the cannabis business.

V. Public Safety and Safety of Cannabis Business

23. Each cannabis business must operate in a manner such that dispensing cannabis does not adversely affect the health or safety of nearby properties through creation of mold, mildew, dust, glare, heat, noise, noxious gasses, odor, smoke, traffic, vibration, or other impacts.

24. Each cannabis business must utilize appropriate air purification systems and air scrubbers wherever cannabis is cultivated, processed, manufactured or dispensed so as to prevent the odor of cannabis from emanating beyond the walls of the cannabis business.

25. Each and every cannabis business must ensure that it has safe growing facilities, chemicals and fertilizers are properly stored, carbon dioxide levels are tested, areas are properly vented, and mold is tested and controlled for the safety of city personnel and enforcement personnel that may be required to conduct a site visit.

HERB'S DINER I Cannabis -Related Business Permit Application I All Information is Confidential & Proprietary 192125

City of Bellflower
Resolution No. 19-26-A — Exhibit A

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VI. Property Maintenance

26. The cannabis business must be kept in a clean and safe condition by, at a minimum, performing all of the following tasks:
a. Properly remove and store all trash, litter, rubbish and debris on the cannabis business at the end of each business day;
b. Properly dispose of all trash, litter, rubbish and debris from the Cannabis business; c. Remove graffiti placed upon the Cannabis business and Cannabis business within forty-eight hours of its occurrence;
d. Keep driveways, sidewalks, park strips, fire access roads and streets on or adjacent to the cannabis business clear and clean;
e. Provide lighting on the cannabis business to ensure the safety of the public and employees; and
f. Otherwise operate in a manner that does not create or result in any significant adverse impacts upon the cannabis business or within 300 feet of the cannabis business.

Standard Conditions of Approval

27. All concrete and asphalt demolition debris from the site must be recycled.

28. Exterior construction activities (grading, framing, etc.) is restricted to 7:00 a.m. to 6:00 p.m., Monday through Friday, and 8:00 a.m. to 6:00 p.m. on Saturdays, except that interior building construction activities are not limited in time.

29. All construction equipment must be properly muffled to reduce noise levels. Transportation of equipment and materials and operation of heavy grading equipment must also be limited to the hours of 7:00 a.m. to 6:00 p.m., Monday through Friday, and 8:00 a.m. to 6:00 p.m. on Saturdays. All equipment staging areas must be sited on the subject property.

30. Dust generated by construction activities must be reduced by watering the soil prior to and during grading activities. Reclaimed water must be used whenever possible. Dirt cannot be hosed into the storm drain system.

31. All improvements to the project site must comply with applicable law including, without limitation, the BMC, Fire regulations adopted by the Los Angeles County Consolidated Fire Protection District or the BMC, and all uniform codes including the California Building Code, as adopted by the BMC.

32. The second sheet of the building plans must list these conditions of approval. This information must be incorporated into the plans before the first submittal for plan check.

33. All work within the public right-of-way including placing and removal of traffic control devices is restricted to the hours between 8:30 a.m. and 3:30 p.m., Monday through Friday. No work requiring continuous inspection or traffic control can be done on Saturday, Sunday, or Holidays, unless prior arrangements have been made at least one week in advance with the approval of the Public Works Director,

34. The Applicant, at the Applicant's cost, is responsible for the relocation as necessary of any public or private utility or other obstruction to facilitate the construction within the public right- of-way.

35. Permits are required for all work within the public right-of-way.

HERB'S DINER I Cannabis -Related Business Permit Application I All Information is Confidential & Proprietary 193126

City of Bellflower
Resolution No. 19-26-A — Exhibit A

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36. A Low Impact Development (LID) Plan is required for the project. Projects redeveloping more than 50% of the existing site require a General Permit from the State Regional Water Quality Control Board along with an approved WDID number before the City issues a building permit. All storm water best management practices as adopted by the City must be implements and maintained during all demolition and construction activities related to the project. A copy of the City BMP Certification Form must be copied within the building plans and signed by the Applicant before the City issues building permits.

37. At the time of initial plan check submittal, four sets of complete plans and specification along with two sets of structural calculations and any other required supporting documentation must be submitted prior to the commencement of City Plan Check review services.

38. The project site and its immediate surrounding must be maintained neat and clean at all times in compliance with BMC §8.36.030 in order to prevent Public Nuisances. The project site and its immediate surrounding must be maintained free from debris and graffiti at all times in compliance BMC Chapter 9.12. The Property owner must remove any debris or graffiti within 24 -hours upon notification by the City. Litter on the site and any litter scattered nearby the property, the streets, and the sidewalks must be removed daily.

39. Per BMC § 17.80.030(F), Development Review approval, or conditional approval of a Development Review application is valid for 12 months after the date of approval, unless a building permit (plan check) application is submitted to the Building Official, or designee, for the project within that 12 -month period, in which case the approval is valid as long as the plan check or building permits for the project are valid. Upon good cause shown, the Planning Director may grant one extension of an approval of not more than 12 months in the aggregate, from the original expiration date.

40. This Permit will terminate and become void unless:
a. Construction implementing the use authorized by this Permit commences on or before the time limited specified in this permit, and thereafter diligently advanced or if no time is specified, on or before one year after the date of this permit was approved.
b. All uses must be continuously operated for the use permitted. If the use ceases to exist for one hundred eighty (180) days or more it will be deemed expired and void.

Specific Conditions of Approval
Fire Prevention and Suppression Plan

41. The permittee must add 2016 California Fire Code to applicable codes section on title sheet.

42. The permittee must provide a Seal and Signature of design professional on each sheet of plans.

43. The permittee must indicate location of fire extinguishers on floor plan.

44. The permittee must submit a Final Fire Prevention and Suppression Plan, prepared by a Fire Protection Engineer, that includes the Statement of Intended Use Information (see, Los Angeles County Consolidated Fire Protection District requirements) and all other information requested by the City's Building Official.

45. The permittee must complete and sign provided Los Angeles County Consolidated Fire Protection District Statement of Intended Use (Form C-30).

HERB'S DINER I Cannabis -Related Business Permit Application I All Information is Confidential & Proprietary 194127

City of Bellflower
Resolution No. 19-26-A — Exhibit A

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Plan Requirements. The Permittee must:

46. Provide occupancy load calculations based on use of each area of the building. (2014 CBC — 1004).

47. Provide closet door to janitorial closet.

48. Provide door schedule showing type of doors, type of hardware, and door fire rating.

49. Provide complete finish schedule for all building elements (floors, walls, ceilings).

50. Provide "new wall" section detail.

51. Show on site plan dimensions, slopes and cross slopes for accessible path of travel.

52. Provide accessible Van parking place as specified in CBC -11B. Accessible Van parking stall must have an accessible parking isle located on passenger side. Show details for required parking space, isle and accessible parking signage.

53. Provide fully dimensioned detail plan for each restroom to demonstrate compliance with accessibility requirements of California Building Code chapter 11B.

54. Designate at least 50% of total number of single user restrooms accessible. Make one of the two existing restrooms comply with accessibility requirements of California Building Code chapter 11B.

55. Provide typical door thresholds detail.

56. Show types and locations of all required signs through the building (2016 CBC - chapter 11B).

57. Provide dimensioned door landings details, show maximum allowed slopes and changes of level for landings.

58. Provide dimensioned details for sales and check in counters.

59. Refer to recently approved State legislation (AB 1732) regarding required signage for all - gender single user restrooms and revise the accessible restroom signage in accordance with the 2016 CBC and DSA Bulletin 17-01: This image represents the door symbol that is required by CBC 11B-216.8 to identify an all-gender/unisex single -user toilet facility. The symbol must comply with the requirements of CBC 118-703.7.2.6.3. No pictogram, text, or braille is required on the symbol.

Note: Designation signs are not required to be provided by the CBC or the 2010 ADAS. If provided, a designation sign adjacent to the door must comply with the scoping requirements of CBC 118-216.2, and the technical requirements for raised characters (CBC 118-703.2), braille (CBC 118-703.3), visual characters (CBC 118-703.5), and requirements for installation height and location (CBC 11 B-703.4). No pictogram is required. Refer to DSA Bulletin 17-01 for further information.
0 HERB'S DINER I Cannabis -Related Business Permit Application I All Information is Confidential & Proprietary 195128

City of Bellflower
Resolution No. 19-26-A — Exhibit A

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Plumbing/Mechanical/Electrical. The Permittee must:

60. Provide electrical, mechanical and plumbing plans prepared by design professionals.

61. Provide T24 energy compliance documents.

62. Incorporate odor control devices and techniques to ensure that odors from cannabis are not detectable outside of the dispensary, or at adjoining tenant spaces. Show proposed design incorporated into HVAC system, provide cut sheet of devices used. Odor control system must be designed by a registered design professional.

Security Plan. The Permittee must:

63. Property Lighting
a. Provide adequate lighting for all areas of access and exit points, including along the perimeter fence line, parking lot, building and ingress and egress locations. b. Provide active lighting from dusk until dawn.

64. An inspection must be completed before the City issues a certificate of occupancy to verify all equipment and security improvements identified in the security plan are properly installed and operating. All corrective actions identified during the inspections must be completed before the City issues a certificate of occupancy.

Other Requirements

65. Construction Waste Management Plan
a. All projects valued at $50,000 or greater require an approved C&D Waste Management Plan in accordance with BMC Chapter 15.44 before the City issues building permits. Contact Public Works at (562)-804-1424 x 2233 regarding application submission, review, and approval. All construction projects that trigger a C&D Waste Management Plan valued at $150,000 or greater require a performance security deposit before the City issues a building permit Pursuant to BMC § 15.44.050.

66. Local Hiring Preference Plan
a. The Applicant must implement a local preference plan to hire City of Bellflower residents at 200% above the "Living Wage" for the Federal Poverty Level for a family of two.

67. Contribution to Drug Rehabilitation Program
a. The Applicant must make an annual contribution of $5,000 to the City for a Drug Rehabilitation Program. Payment must be made to the City's Finance Director, or designee.

68. Cash Management Plan
a. In addition to any other practices demonstrated in the Operations Plan, a cash management plan is required that must include a kiosk based system at the facility to eliminate the cash transfers between employees and customers. The cash management plan must provide for the submission of detailed records of all transactions to the City and comply with all regulations promulgated by the California Bureau of Cannabis Control, when they become effective.

HERB'S DINER I Cannabis -Related Business Permit Application I All Information is Confidential & Proprietary I96129

City of Bellflower
Resolution No. 19-26-A — Exhibit A

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69. Dispensary Operations Plan
a. This conditional use permit incorporates by reference the Operations Plan as approved by the City Manager, which incorporates the operational standards set forth in BMC § 14.24.020, and the additional conditions necessary to implement the purpose of BMC Title 14 when considering the location and size of the proposed dispensary.

70. Dispensary Operational Standards
a. When available, the permittee must secure a valid permit from the California Bureau of Cannabis Control.
b. Hours of operation for access by the public is limited to the hours of 9:00 a.m. and 7:00 p.m. Monday through Saturday. The cannabis dispensary cannot be open on Sundays.
c. Alcohol or tobacco cannot be sold within the cannabis dispensary. Smoking, vaporization, ingestion or consumption of alcohol, tobacco or cannabis in any form is not allowed on the premises of a dispensary.
d. Cannabis products cannot be publicly visible from the exterior of the property.

Cannabis or cannabis products cannot be stored outside of the dispensary at any time.
e. All cannabis and cannabis products sold or otherwise made available at a dispensary must be cultivated, manufactured, and transported by licensed facilities that maintain operations in full conformance with State and local regulations.
f. Each cannabis dispensary must provide the City Manager or designee with the name and telephone number of an on -site employee or owner to whom emergency notice can be provided. The telephone number provided must accept recorded voice messages in the event the contact person does not answer. g. No person under 21 years of age is allowed on the premises of a cannabis dispensary unless such person possesses a valid identification card issued by the California Department of Health Services. A sign must be posted at each entrance to a sales/display area of the dispensary informing patrons of these restrictions.
h. No person under the age of 21 may be employed at a cannabis dispensary. i. Each entrance to the cannabis dispensary must be posted with a conspicuous notice stating that smoking, vaping, ingesting, or otherwise consuming cannabis on the premises or in the areas adjacent to the cannabis dispensary is prohibited.

HERB'S DINER I Cannabis -Related Business Permit Application I All Information is Confidential & Proprietary 197130

City of Bellflower
Resolution No. 19-26-A — Exhibit A

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k. Uniformed security personnel must be employed to monitor all entrances and exits of the dispensary and to serve as a visual deterrent to unlawful activities during all hours of operation. Every security guard employed by or provided by the dispensary must be currently licensed by the California Bureau of Security & Investigative Services and in possession of a valid "guard card." The number of security personnel must be identified in the Operations Plan.

I. All restroom facilities serving the dispensary must remain locked and under the control of management.
m. All law enforcement personnel seeking admission to the dispensary for the purpose of ascertaining compliance with the standards and regulations of this Code must be given unrestricted access to all areas of the premises at all times during hours of operation. Consent to such unrestricted access must be acknowledged by the permittee and included within the Operations Plan. n. All interior spaces of the dispensary which are open and accessible to the public (except restrooms), and all entrances and exits to and from the premises, must be monitored by 24 -hour video security surveillance of at least HD quality with night vision capability. The video security system must be compatible with software and hardware utilized by the City as determined by the Police Chief and set forth in the Operations Plan. Surveillance video must be recorded to a device that is securely located on the premises and all footage must be maintained for a minimum of 90 days. The video surveillance system specifications must be set forth in the Operations Plan before the City issues a certificate of occupancy for the cannabis dispensary.
o. A professionally installed, maintained, and monitored alarm system must be installed, maintained, and operational as approved through the Operations Plan. p. A valid business license must be obtained as required by the BMC. q. All food products, food storage facilities, food -related utensils, equipment and materials must be approved, used, managed and handled in accordance with the provisions of the California Retail Food Code (Health & Safety Code § 113700, et seq.). All food products must be protected from contamination at all times, and all food handlers must be clean, in good health, and free from communicable diseases. The Los Angeles County Department of Public Health may inspect the dispensary at any time during business hours to ensure compliance with state and local laws.
r. A physician is not allowed in the cannabis dispensary at any time for the purpose of evaluating patients to issue a medical cannabis prescription or card. s. The dispensary must verify that each person possesses a valid identification card before dispensing medical cannabis or medical cannabis products to any person under the age of 21.
t. A valid identification card as defined in Health and Safety Code § 11362.71 and a valid government -issued identification card must be shown by any person 18 years of age or older in order to be allowed on the cannabis dispensary premises.
u. A valid identification card under Health and Safety Code § 11362.71 and a valid government -issued identification card must be shown by any person 18 years of age or older before the sale of any medical cannabis, medical cannabis products, or cannabis accessories.

HERB'S DINER I Cannabis -Related Business Permit Application I All Information is Confidential & Proprietary 198131

City of Bellflower
Resolution No. 19-26-A — Exhibit A

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71. Delivery
v. Delivery of cannabis from a cannabis dispensary permitted pursuant to BMC Title 14 can only be made in a city or county that does not expressly prohibit such deliveries by ordinance.
w. No person under the age of 21 may serve as a delivery driver. No person under the age of 21 may be hired to make mobile deliveries of any cannabis product. x. A delivery driver cannot carry more than $200 in cash while engaged in the service of delivering cannabis or cannabis products.

72. Timeline and Liquidated Damages
a. The applicant has agreed to the following dates for construction and business operations
Re -start of construction — March 25, 2019
Construction completed — June 1, 2019
Start of delivery operations — July 1, 2019
Storefront design build out — July 15, 2019
Grand Opening —August 1, 2019
b. The applicant agrees to pay the City liquidated damages in the amount of $250.00 per day that they are not open after July 15, 2019. c. The applicant guarantees the City a minimum of $250,000 per year in cannabis tax dollars

73. Unless renewed in accordance with the BMC, this Permit will expire on December 31, 2019.

The Cannabis Permit Fee required by BMC § 14.08.080 and Condition No. 27 will be prorated. Any renewal will require payment of the full Cannabis Permit Fee required by the BMC.

NOTICE: THE MCBP DOES NOT BECOME EFFECTIVE UNTIL THE PERMITTEE

COMPLIES WITH ALL CONDITIONS THAT MUST BE COMPLETED BEFORE OPERATIONS COMMENCE. ANY FACILITY THAT COMMENCES OPERATIONS WITHOUT AN

EFFECTIVE MCBP CONSTITUTES AN UNLICENSED CANNABIS FACILITY IN

ACCORDANCE WITH APPLICABLE LAW INCLUDING, WITHOUT LIMITATION, BMC CHAPTER 14.28. VIOLATIONS OF THE BMC MAY RESULT IN CRIMINAL OR CIVIL PENALTIES INCLUDING A PENALTY OF $5,000 PER DAY; ONE YEAR IN JAIL; OR BOTH.

By signing this document Larry Thacker, on behalf of NC3 Systems LLC dba Caliva, certifies that he/she has read, understood, and agrees to the Project Conditions listed in this document. rry Thacker
("Applicant")
{If Corporation or similar entity, need two officer signatures or evidence that one signature binds the company}
HERB'S DINER I Cannabis -Related Business Permit Application I All Information is Confidential & Proprietary 199132

HERB'S
DINER
133

Exhibit A: Herb's Diner Response Letter

May 9, 2026
To:

Mr. Wangsu Lee
Bellflower City Manager's Office
16600 Civic Center Drive
Bellflower, CA 90706
[email protected]
From:

Larry Thacker
Managing Director
9535 Artesia Avenue, Inc.
[email protected]
RE: CANNABIS RETAIL LOCATION AT 9535 ARTESIA BOULEVARD - HERB'S DINER Dear Mr. Lee,
Thank you for your correspondence dated April 30, 2026. I appreciate the opportunity to address your comments and have responded to each point below for clarity, with numbering corresponding to your inquiry.

1. Kamyar Vaghar is the property owner of the premises located at 9535 Artesia Boulevard. He will serve in a limited capacity as an advisor to Herb's Diner. He will not be involved in the day-to-day operations of the business, nor will he hold any ownership or financial interest in the proposed cannabis retail operation.

2. You are correct in noting the inconsistency in the "Local Support and Taxes" section of the application. We apologize for this error as it was inadvertently carried over from a previous application. Please consider that section struck from the application, including the reference to "RCMC". Specifically, please consider the section titled "Local Support and Taxes" on page 54 of the application deleted in its entirety and replaced with the following language:

Local Support: Herb's Diner intends to support the community through a defined community support fund in the amount of 7% of gross profit, as reflected in our pro forma P & L under "Community Outreach." These donations will be made at the local level. Our full-time employees will also have the opportunity to volunteer up to 70 hours per quarter of paid time toward local initiatives and community activities. 1/2
135

We respectfully request that the application be understood to reflect that Herb's Diner will comply with the City of Bellflower's applicable local tax rate of 8.5%.

3. Thank you for the detailed attention to the financial pro forma provided in the application. You will find a new Profit and Loss Statement and Balance Sheet to replace the prior versions in their entirety.

Since the application was submitted, we have continued to complete our diligence process by comparing the store's prior operating structure with what is more customary for a profitable retail establishment today. You will notice that our projected employee compensation expenses are lower. This is the result of reducing headcount to appropriately right -size the business and its operating expenses. Our next step is to request revised and more competitive bids from security vendors. We will continue to work on efficiencies up to our opening date and thereafter.

4. A security guard will be posted at the reception station to maintain direct visual control of the entry area. The guard will monitor surveillance cameras and conduct periodic patrols of the rear parking lot. During these patrols, another employee will temporarily cover the front reception station. These patrols are expected to last less than 5 minutes.

With respect to security guard call -outs or absences, established procedures are in place to address such situations. In our history managing cannabis security operations, it does occur that a guard will be late or be sick. In those instances, the store remains closed until the guard company can send a replacement. We have used many guard companies, and they all have internal procedures for this that we review, approve, and incorporate prior to engaging the vendor.

We appreciate your review and consideration of these clarifications and (look forward to the opportunity to operate a compliant and community -oriented cannabis retail business in the City of Bellflower.

Please do not hesitate to contact us should you require any additional information or clarification.

Sincerely,
arry Thacker
Managing Director
714-313-6003
2/2
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Exhibit B: Revised Balance Sheet
Herb's Diner
9535 Artesia Boulevard

BALANCE SHEET
ASSETS
Cash

TOTAL ASSETS

LIABILITIES
Loan Balance

TOTAL LIABILITIES
EQUITY
Initial Investment
Retained Earnings

TOTAL EQUITY
TOTAL LIAB + EQUITY
Opening Year1 Year2 Year3
1,700,000
1,700,000
1,208,510
1,208,510
1,266,341
1,266,341
1,724,278
1,724,278
1,700,000 1,700,000 1,700,000 1,700,000
- (491,490) (433,659) 24,278
1,700,000 1,208,510 1,266,341 1,724,278
1,700,000 1,208,510 1,266,341 1,724,278
137

Herb's Diner
9535 Artesia Boulevard
Revenue
Cost of Goods Sold
Gross Profit
Margin
Expenses
Construction
Community Outreach
Equipment
Employee Compensation
Additional Operational and Maintenance Costs
Rent & Maintenance
Utilities
Ops-General & Administrative
O ps-Marketing
Ops -Other
0 ps-Security
Total Expenses
Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12 $0 $0 $125,000 $150,000 $175,000 $178,500 $182,070 $185,711 $189,426 $193,214 0 0 63,750 76,500 89,250 91,035 92,856 94,713 96,607 98,539 67,840
74,000
0 0
20,109 25,000 25,000 25,000 25,000
2,994 4,790 5,389 5,987
20,425 20,425 20,425 20,425
1,940 1,940 1,940 1,940
5,170 8,272 9,305 10,339
40,000 30,000 20,000 20,000
684 1,095 1,232 1,368
17,359 17,359 17,359 17,359
0 61,250 73,500 85,750 87,465 89,214 90,999 92,819 94,675 Year 1
Q1 Q2 Q3 Q4 YTD
Month 13 Month 14 Month 15 Month 16 Month 17 Month 18 Month 19 Month 20 Month 21 Month 22 Month 23 Month 24 Year 2
Q1 Q2 Q3 Q4
YTD
$0 $275,000 $535,570 $568,351 1,378,921 $197,078 $201,020 $205,040 $209,141 $215,415 $221,878 $228,534 $235,390 $242,452 $249,726 $257,217 $264,934 $603,139 $646,435 $706,376 $771,877 2,727,826 0 140,250 273,141 289,859 703,250 100,510 102,520 104,571 104,571 107,708 110,939 114,267 117,695 121,226 124,863 128,609 132,467 0 134,750 262,429 278,492 675,671
67,840 0 0
0 613 735 858 875 892 910 928 947 0 1,348 2,624
74,000 0 0
25,000 25,000 25,000 25,000 25,000 25,000 45,109 75,000 75,000 6,167 6,352 6,543 6,739 6,941 7,149 2,994 16,166 19,062 20,425 20,425 20,425 20,425 20,425 20,425 20,425 61,275 61,275 1,940 1,940 1,940 1,940 1,940 1,940 1,940 5,821 5,821
10,650 10,969 11,298 11,637 11,986 12,346 5,170 27,916 32,917 8,750 8,925 9,104 9,286 9,471 9,661 40,000 70,000 26,779 1,409 1,452 1,495 1,540 1,586 1,634 684 3,695 4,357
17,879 18,416 18,968 19,537 20,123 20,727 17,359 52,077 55,263 141,840
113,572 108,881 101,263 103,155 93,078 94,354 95,665 97,014 98,402 99,829 0 2,785
0 75,000
20,829
61,275
5,821
35,969
28,418
4,761
60,388
67,840
6,757
74,000
270,109
59,050
204,250
19,404
101,972
165,196
13,496
185,087
307,601 323,217 353,188 385,938 1,369,945 136,441 140,534 144,750 149,093 151,955 158,033 164,355 170,929 177,766 184,877 192,272 199,963 96,568 98,500 100,470 104,571 107,708 110,939 114,267 117,695 121,226 124,863 128,609 132,467 966
1,000
26,250
7,292
21,957
2,086
12,593
9,854
1,667
21,000
985
1,000
26,250
7,438
21,957
2,086
12,845
10,051
1,700
21,000
1,005
1,000
26,250
7,587
21,957
2,086
13,101
10,252
1,734
21,000
1,046
1,000
26,250
7,739
21,957
2,086
13,363
10,457
1,769
21,000
1,077
1,000
26,250
7,893
21,957
2,086
13,631
10,771
1,804
21,000
1,109
1,000
26,250
8,051
21,957
2,086
13,903
11,094
1,840
21,000
1,143
1,000
26,250
8,132
21,957
2,086
14,042
11,427
1,859
21,000
1,177
1,000
26,250
8,213
21,957
2,086
14,183
11,770
1,877
21,000
1,212
1,000
26,250
8,213
21,957
2,086
14,183
12,123
1,877
21,000
1,249
1,000
26,250
8,295
21,957
2,086
14,325
12,486
1,896
21,000
1,286
1,000
26,250
8,378
21,957
2,086
14,468
12,861
1,915
21,000
1,325
1,000
26,250
8,378
21,957
2,086
14,468
13,247
1,915
21,000
Month 25 Month 26 Month 27 Month 28 Month 29 Month 30 Month 31 Month 32 Month 33 Month 34 Month 35 Month 36 Q1 Year 3
Q2 Q3 Q4
YTD
$272,882 $281,068 $289,500 $298,185 $310,113 $322,517 $335,418 $348,835 $362,788 $377,300 $392,392 $408,087 $843,450 $930,815 $1,047,041 $1,177,778 3,999,085 421,725 459,081 513,050 577,111 1,970,968
295,538 323,217 353,188 385,938 1,357,882 136,441 140,534 2,955
3,000
78,750
22,317
65,871
6,258
38,539
30,157
5,101
63,000
3,232
3,000
78,750
23,683
65,871
6,258
40,898
32,322
5,413
63,000
3,532
3,000
78,750
24,558
65,871
6,258
42,408
35,319
5,613
63,000
3,859
3,000
78,750
25,051
65,871
6,258
43,260
38,594
5,726
63,000
13,579
12,000
315,000
95,609
263,484
25,031
165,105
136,391
21,852
252,000
275,521 313,298 283,097 295,245 1,167,161 104,664 105,312 105,972 106,666 107,469 108,291 108,895 109,512 109,901 110,544 111,201 111,625 EBITDA
($113,572) ($108,881) (Si 13) ($29,655) ($7,328)
($6,0161 ($5,154) ($275,521) ($178,5481
($16,753)
Margin
City Tax @ 8.5%
$0 $0 $0 $0 $10,625 $12,750 $14,875 $15,173 $15,476 $15,785 $16,101 $16,423 1,364
1,000
35,000
8,546
23,604
2,242
14,757
13,644
1,953
22,000
1,405
1,000
35,000
8,717
23,604
2,242
15,052
14,053
1,992
22,000
144,750 149,093 158,158 164,484 171,063 177,906 185,022 192,423 200,120 208,124 421,725 459,081 533,991 600,667 2,015,464 1,448
1,000
35,000
8,891
23,604
2,242
15,353
14,475
2,032
22,000
1,491
1,000
35,000
9,069
23,604
2,242
15,661
14,909
2,073
22,000
1,582
1,000
35,000
9,250
23,604
2,242
15,974
15,506
2,114
22,000
1,645
1,000
35,000
9,435
23,604
2,242
16,293
16,126
2,156
22,000
1,711
1,000
35,000
9,529
23,604
2,242
16,456
16,771
2,178
22,000
1,779
1,000
35,000
9,625
23,604
2,242
16,621
17,442
2,200
22,000
1,850
1,000
35,000
9,625
23,604
2,242
16,621
18,139
2,200
22,000
1,924
1,000
35,000
9,721
23,604
2,242
16,787
18,865
2,222
22,000
2,001
1,000
35,000
9,818
23,604
2,242
16,955
19,620
2,244
22,000
2,081
1,000
35,000
9,818
23,604
2,242
16,955
20,404
2,244
22,000
4,217
3,000
105,000
26,153
70,812
6,727
45,163
42,173
5,977
66,000
4,717
3,000
105,000
27,754
70,812
6,727
47,927
46,541
6,343
66,000
5,340
3,000
105,000
28,779
70,812
6,727
49,697
52,352
6,578
66,000
6,007
3,000
105,000
29,357
70,812
6,727
50,696
58,889
6,710
66,000
20,281
12,000
420,000
112,044
283,248
26,909
193,484
199,954
25,608
264,000
315,948 322,426 328,308 333,369 1,300,051 124,111 125,066 126,045 127,049 128,272 129,502 130,491 131,512 132,281 133,365 134,484 135,349 375,223 384,822 394,285 403,198 1,557,528 96) ($6,812) I 502) ($2,096) $239 $2,648 $5,372 $8,183 $11,325 $14,319 $17,408 $20,842 ( 20,410) $791 $24,880 $52,569 $57,831 $0 $23,375 $45,523 $48,310 $117,208 $16,752 $17,087 $17,428 $17,777 $18,310 $18,860 $19,425 $20,008 $20,608 $21,227 $21,863 $22,519 $51,267 $54,947 $60,042 $65,610 $231,865 $12,330 $15,468 $18,705 $22,044 $29,886 $34,982 $40,572 $46,393 $52,741 $59,058 $65,636 $72,776 $46,503 $74,259 $139,706 $197,469 $457,936 $23,195 $23,891 $24,608 $25,346 $26,360 $27,414 $28,511 $29,651 $30,837 $32,070 $33,353 $34,687 $71,693 $79,119 $88,998 $100,111 $339,922 OJd p0S!AON

Exhibit E
Zahur Lalji — Professional Biography
Zahur Lalji is a Southern California native and accomplished cannabis industry executive with nearly a decade of experience in retail cannabis operations, licensing, brand development, financial management, compliance, and strategic growth. Known for his hands-on leadership style and operational expertise, Zahur has successfully launched, managed, and scaled multiple award -winning cannabis businesses throughout California.

Cannabis Industry Leadership (2016 —Present)
Zahur entered the cannabis industry in 2016 by forming Triple M Management, LLC, a cannabis management and operations company focused on retail dispensaries. His first major venture was BSE, a Prop D compliant dispensary located in Los Angeles. Zahur oversaw all operational aspects of the business, including site acquisition, licensing support, staffing, customer experience, compliance, bookkeeping, payroll, vendor management, and development of standard operating procedures. His deep operational involvement gave him first-hand expertise in every level of dispensary management, from front desk operations to executive leadership.

Firehaus (2018-2024)
Following California's transition to adult -use cannabis, Zahur played a key role in converting BSE into Firehaus, an adult -use retail dispensary. He collaborated with legal and compliance teams to ensure adherence to evolving state and local regulations while improving operational efficiency and profitability. Under his leadership, Firehaus increased monthly revenue from approximately $400,000 to $700,000 and achieved monthly net profits of approximately $80,000. Firehaus was recognized with the 2018 California Cannabis Awards 'Dispensary of the Year' award.

Wheelhouse Port Hueneme (2019-2024)
In 2019, Zahur launched Wheelhouse Port Hueneme, an award -winning cannabis retail storefront and events operation. He managed all aspects of the business, including capital raising, financial structuring, budgeting, operational oversight, staff management, inventory purchasing, pricing strategy, and customer service. Under Zahur's leadership, Wheelhouse became one of Ventura County's top -performing dispensaries, increasing annual revenue from approximately $4 million in 2020 to a $10 million run rate in 2021. Wheelhouse also received Ventura County Reporter's 'Best Marijuana Dispensary' award in both 2020 and 2021.

In August 2024, Zahur successfully sold the Wheelhouse locations as part of a strategic transition into larger -scale cannabis restructuring and acquisition opportunities.

Cali Heights (2020-2024)
Zahur co-founded Cali Heights, a rapidly growing cannabis brand focused on product development, packaging, vendor partnerships, and retail expansion throughout California. 140

The brand quickly expanded into more than 40 retail locations statewide and established itself as one of the faster -growing cannabis brands in the California market.

MedMen Receivership & Operations (2026 —Present)
As of January 2026, Zahur has been actively involved in the acquisition and operational restructuring of MedMen locations under receivership. Acting on behalf of the receivership team, Zahur has overseen the transition and operational turnaround efforts for select MedMen assets. He successfully converted the MedMen West Hollywood location into a profitable operation while continuing to support broader restructuring and acquisition initiatives associated with the MedMen portfolio.

Community Involvement & Leadership
Beyond business operations, Zahur is recognized for his commitment to community involvement and charitable initiatives. He has helped direct and support donations to organizations including Big Brothers Big Sisters of Ventura County (Currently Board President), Boys & Girls Clubs, Habitat for Humanity, Food Share Ventura County, REACH, Port Hueneme Police Explorers, and Toys for Tots. Zahur has also served on the Board of Directors for Big Brothers Big Sisters of Ventura County and has remained committed to supporting local organizations through philanthropy and community engagement.

With extensive experience in cannabis retail operations, compliance, finance, acquisitions, and brand development, Zahur Lalji continues to be a respected leader within California's cannabis industry. His expertise in scaling operations, restructuring distressed assets, and building profitable retail environments has positioned him as a trusted executive and operator within the evolving cannabis marketplace.
141

� of BELLFLo,
``'C �R
-.,- - staff D
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report
k'INO TOOf�,
TO: Honorable Mayor and Members of the City Council
ATTENTION: Ryan Smoot, City Manager
FROM: Wangsu Lee, Assistant to the City Manager
SUBJECT: Consideration and possible action to conduct a public hearing to consider issuing one Cannabis Business Permit for a dispensary use at 8846 Alondra Boulevard; and consider adopting Resolution No. 26-26 — A Resolution approving a Cannabis Business Permit to operate a cannabis dispensary at 8846 Alondra Boulevard; Applicant: OTC Bellflower LLC dba Off the Charts. [Continued from June 8, 2026]
DATE: June 22, 2026

EXECUTIVE SUMMARY
On March 31, 2026, OTC Bellflower LLC dba Off the Charts ("Applicant") filed a Cannabis Business Permit ("CBP") application for a proposed cannabis dispensary located at 8846 Alondra Boulevard ("Property"). On April 30, 2026, the City Manager requested additional information from the Applicant including deficiencies related to the business proprietors' information; corrections to the pro forma; and clarifications regarding the security plan. The Applicant addressed and corrected all identified deficiencies within the prescribed timeframe. The proposed dispensary is located on a site previously entitled for cannabis -related use pursuant to Resolution No. 17-78. The application is complete. Accordingly, the City Manager has found the Applicant eligible for City Council consideration of a CBP. The Applicant's proposed guaranty is $301,000.

RECOMMENDATION TO CITY COUNCIL
1) Open a public hearing and consider issuing a cannabis business permit for dispensary use; and
2) After receiving testimonial and documentary evidence, close the public hearing and consider whether to issue a cannabis business permit to the Applicant by adopting Resolution No. 26-26. Based upon the Applicant's bid guaranty, it is recommended that the City Council issue a CBP to this Applicant; or 2) Alternatively, discuss and take other action related to this item.

Page 1 of 3 ends

1 Staff Report — Resolution No. 26-26
June 22, 2026

Page 2 of 3 ends

FISCAL IMPACT
Cannabis permittees are required to pay the City's 8.5% cannabis business tax on taxable gross receipts generated from dispensary operations pursuant to Resolution No. 21-35, adopted June 14, 2021. This tax is in addition to any other applicable taxes.

Permittees must also pay an annual permit administration fee of $33,589 for Fiscal Year 2025-2026, make an annual contribution of $5,000 to a drug rehabilitation program or homeless prevention program, and pay a business license fee upon permit approval.

These fees and contribution will be prorated to expire on December 31, 2026.

Before a CBP becomes effective, new dispensaries must provide a fully executed guaranty in a form approved by the City Attorney and prepay an amount equal to one quarter (25%) of the guaranty amount. The Applicant's proposed guaranty is $301,000, resulting in a required prepayment of $75,250.

Permittees remain responsible for the timely payment of all quarterly cannabis business taxes, and the prepaid amount will not be credited toward, applied to, or otherwise offset any quarterly tax obligation as it becomes due. However, if a permittee's cumulative cannabis business tax payments equal or exceed the guaranty amount during the 12 - month guaranty period, the prepaid amount may be applied as a credit toward the next quarterly cannabis business tax payment. If, at the end of the 12 -month guaranty period, the permittee's cumulative tax payments are less than the guaranty amount, the prepaid amount will first be applied to any shortfall before the City seeks recovery under the guaranty.

If the CBP is approved, there is also a CEQA categorical exemption filing fee of $278 to the City and $25 to the County.

PUBLIC NOTICE
On May 27, 2026, notice of the public hearing was provided to the Applicant and to all property owners within 300 feet of the Property; on May 29, 2026, a Public Hearing Notice was posted at the Property, City Hall, Brakensiek Library, Bellflower Substation, Thompson Park and Simms Park; and on May 29, 2026, a Public Hearing Notice was published in the Los Cerritos Community News newspaper. The Public Hearing was continued to the June 22, 2026 City Council Meeting. Public Hearing notices were posted again at City Hall, Brakensiek Library, Bellflower Substation, Thompson Park and Simms Park on June 18, 2026.

ENVIRONMENTAL REVIEW
In accordance with the California Environmental Quality Act (Cal. Pub. Res. Code §§ 21000, et seq.; "CEQA") and CEQA regulations (Cal. Code Regs. tit. 14, §§ 15000, et seq.), an environmental review of the application was conducted in accordance with CEQA Guidelines § 15061. Following that review, it was determined that the proposed dispensary is included in the classes of projects exempt from additional environmental review under CEQA Guidelines § 15301 (Existing Facilities) and § 15302 (Replacement or Reconstruction) for the reason that it is an approved land use proposed for existing commercial and industrial buildings.
2 Staff Report — Resolution No. 26-26
June 22, 2026

Page 3 of 3 ends

DISCUSSION
On March 31, 2026, the Applicant filed a CBP application for a proposed cannabis dispensary at the Property. That application was completed on April 30, 2026. The Property has previously been evaluated and entitled for cannabis -related use in accordance with the CUP approved by Resolution No. 17-78.

Following receipt of the application, staff conducted an initial review of the submitted materials for completeness and consistency with the City's Cannabis Regulations. On April 30, 2026, the City sought additional information from the Applicant regarding the business proprietors, revisions to the Applicant's financial pro forma, and further clarification of the proposed security plan. The Applicant had not initially submitted the required proprietor information as part of the CBP application; however, this information was later provided with the supplemental materials. The originally submitted pro forma also contained deficiencies, including an unbalanced balance sheet and information that required clarification. The Applicant subsequently submitted revised financial materials and supplemental security -related information addressing staffs comments. All identified deficiencies were corrected, and the requested supplemental information was submitted within the prescribed timeframe.

Based on the original application materials and the supplemental information submitted during the review process, the application is complete. Staffs review also confirmed that the proposed dispensary would be located on a site with an existing CUP for cannabis use. If the Applicant were to be approved for a CBP, the Applicant would be required to operate in compliance with the BMC and other applicable law. This includes the conditions of approval imposed by the City Council, including site cleanup and maintenance requirements. The proposed operation would also remain subject to ongoing City oversight, including compliance with security, operational, permitting, taxation, and public safety requirements. Accordingly, the City Manager has found the Applicant eligible for City Council consideration of a CBP. City Council approval is required before the Applicant may operate the proposed dispensary.

As outlined in Resolution No. 26-05 ("Resolution"), dispensaries are required to submit a guaranty for the first 12 months of estimated tax revenue, which serves as the "sealed -bid" requirement established by the Resolution. The guaranty amount is independent of the pro forma, financial statements, revenue projections, or other financial documentation submitted with the application. The Applicant's proposed guaranty is $301,000. This figure is higher than the other Applicant's guaranty bid; therefore, pursuant to the Resolution, staff recommends approving the adoption of Resolution No. 26-26, which would authorize the Applicant to operate a dispensary on the Property.

ATTACHMENTS
Resolution No. 26-26 (With Conditions of Approval) 4
Resolution No. 17-78 16
OTC Bellflower LLC dba Off the Charts Application 34
3 CITY OF BELLFLOWER
RESOLUTION NO. 26-26

A RESOLUTION APPROVING A CANNABIS BUSINESS PERMIT
TO OPERATE A CANNABIS DISPENSARY AT 8846 ALONDRA
BOULEVARD; APPLICANT: OTC BELLFLOWER LLC DBA OFF

THE CHARTS
THE CITY COUNCIL RESOLVES AS FOLLOWS:

SECTION 1. Recitals. The City Council finds and declares as follows:

A. On March 31, 2026, Norman Yousif, representing OTC Bellflower LLC dba Off the Charts (the "Applicant") filed an application seeking approval for a cannabis business permit ("CBP") to operate a cannabis dispensary at 8846 Alondra Boulevard (the "Project").

B. The application was reviewed by the City for, in part, consistency with the general Plan and conformity with the Bellflower Municipal Code ("BMC") including without limitation, BMC Title 14, BMC Chapter 17.94 and Resolution 26-05 (adopted February 17, 2026) (collectively, the "Cannabis Regulations").

C. Notice of a Public Hearing before the City Council was given and published in the time, form and manner as required by law.

D. Environmental review was conducted of the Project in compliance with the California Environmental Quality Act ( Public Resources Code §§ 21000, et seq., " CEQA"), the regulations promulgated thereunder (14 Cal. Code of Regulations §§15000, et seq., the " CEQA Guidelines"), Environmental Guidelines.

E. On June 22, 2026, the City Council held a public hearing to receive public testimony and other evidence regarding the application including, without limitation, information provided to the City Council by the Applicant.

F. The City Council considered the information provided by City staff, public testimony, and the Applicant. This Resolution, and its findings are made based upon the application submitted to the City and reviewed by City staff.

SECTION 2. Factual Findings. The City Council finds as follows:

A. The Applicant seeks to establish and operate a cannabis dispensary at 8846 Alondra Boulevard (the "Property").

B. The Property is entitled with a cannabis -related Conditional Use Permit No.

CU -CAN 17-13 (the "CUP").

Page 1 of 4 ends

4 City of Bellflower
Resolution No. 26-26 — CBP No. CU -CAN 17-13(A)

Page 2 of 4 ends

C. The Property is approximately 5,378 square feet in area and is currently developed with a vacant retail commercial building that will accommodate the proposed dispensary facility.

D. The Applicant submitted a complete application including, without limitation, the following required components: Business Plan; Operations Plan; Fire Prevention and Suppression Plan; Security Plan; Site, Floor and Elevation Plans; and Photographs of the proposed site.

E. A Traffic and Parking Study for the Project was previously prepared and approved in conjunction with the CUP.

F. The Project meets the location restrictions for cannabis -related businesses defined in BMC § 14.08.020 ("Location Restrictions").

SECTION 3. Environmental Review. Based on the facts identified in Section 2 of this Resolution, review was conducted in accordance with CEQA Guidelines § 15061 and it was determined that the Project is included in the classes of projects exempt from additional environmental review under CEQA Guidelines § 15301 (Existing Facilities) and § 15302 (Replacement or Reconstruction).

SECTION 4. Notice of Exemption. The City Manager, or designee, is directed to file a Notice of Exemption in accordance with CEQA Guidelines § 15062 and any other applicable law.

SECTION 5. Cannabis Business Permit Findings. In accordance with the Cannabis Regulations, the City Council finds the following:

A. Has there been an adequate period of performance by the Applicant demonstrating experience for operating a cannabis -related business?
Yes. Proprietors of OTC Bellflower LLC dba Off the Charts demonstrate adequate experience for operating a cannabis -related business.

B. Does the Applicant have sufficient key personnel to operate a cannabis -related business to demonstrate effective managerial capacity and control of operations? Yes. The Applicant has demonstrated the capacity to effectively manage and control the operations of the proposed dispensary facility.

C. Does the Applicant have reasonable and practical business plan for operating a cannabis -related business within the City's jurisdiction? Yes. A business plan was submitted with the application that includes a budget for operation of the proposed businesses, a pro forma for three years of operations demonstrating the business will be viable and operate in a manner that avoids the creation of any nuisance that will impact neighboring uses. 5 City of Bellflower
Resolution No. 26-26 — CBP No. CU -CAN 17-13(A)

Page 3 of 4 ends

D. Notwithstanding the BMC's minimum requirements as to permissible locations, is the cannabis facility proposed by the Applicant in a location acceptable to the City Council; aesthetically pleasing; and adequate in size?
Yes. The dispensary facility is proposed on a site that is entitled with conditional use permit (CU -CAN 17-13) and was previously approved for a cannabis business permit under Resolution No. 17-78.

E. Does the Applicant demonstrate adequate financing to satisfy all current obligations and provide sufficient working capital to support the opening and ongoing operation of the cannabis related business?
Yes. The Applicant's financial information submitted with the application demonstrates the adequate financing to meet the City's requirements.

F. The Applicant will comply with all requirements of the Cannabis Regulations.

The Applicant is required to comply with all requirements of the Cannabis Regulations and the Conditions of Approval as provided in attached Exhibit "A," which is incorporated by reference.

SECTION 6. Approval. Based on the foregoing, the City Council approves CBP No. CU -CAN 17-13(A), subject to the conditions of approval listed in attached Exhibit "A," which is incorporated by reference.

SECTION 7. Reliance On Record. Each and every one of the findings and determinations in this Resolution are based on the competent and substantial evidence, both oral and written, contained in the entire record relating to the Project. The findings and determinations constitute the independent findings and determinations of the City Council in all respects and are fully and completely supported by substantial evidence in the record as a whole.

SECTION 8. Limitations. The City Council's analysis and evaluation of the project is based on the best information currently available. It is inevitable that in evaluating a project that absolute and perfect knowledge of all possible aspects of the project will not exist. One of the major limitations on analysis of the project is the City Council's lack of knowledge of future events. In all instances, best efforts were made to form accurate assumptions. Somewhat related to this are the limitations on the City's ability to solve what are in effect regional, state, and national problems and issues. The City must work within the political framework within which it exists and with the limitations inherent in that framework.

SECTION 9. Severability. If any part of this Resolution or its Application is deemed invalid by a court of competent jurisdiction, the City Council intends that such invalidity will not affect the effectiveness of the remaining provisions or applications and, to this end, the provisions of this Resolution are severable. 6 City of Bellflower
Resolution No. 26-26 — CBP No. CU -CAN 17-13(A)

Page 4 of 4 ends

SECTION 10. Preservation. This Resolution does not affect any penalty, forfeiture, or liability incurred before, or preclude prosecution and imposition of penalties for any violation occurring before, this Resolution's effective date. Any such amended part will remain in full force and effect for sustaining action or prosecuting violations occurring before the effective date of this Resolution.

SECTION 11. The City Manager may promulgate administrative policies and procedures to implement this Resolution.

SECTION 12. Summaries of Information. All summaries of information in the findings, which precede this section, are based on the substantial evidence in the record.

The absence of any particular fact from any such summary is not an indication that a particular finding is not based in part on that fact.

SECTION 13. Construction. This Resolution must be broadly construed to achieve the purposes stated in this Resolution . It is the City Council's intent that the provisions of this Resolution be interpreted or implemented by the City and others in a manner that facilitates the purposes set forth in this Resolution.

SECTION 14. Electronic Signatures. This Resolution may be executed with electronic signatures in accordance with Government Code §16.5. Such electronic signatures will be treated in all respects as having the same effect as an original signature.

SECTION 15. The Mayor, or presiding officer, is authorized to affix its signature to this Resolution signifying its adoption by the City Council of the City of Bellflower, and the City Clerk, or its duly appointed deputy, is directed to attest.

SECTION 16. Effective Date. This Resolution will become effective immediately upon adoption and will remain effective unless repealed or superseded.

PASSED, APPROVED, AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF BELLFLOWER THIS 22ND DAY OF JUNE 2026.

Sonny R. Santa Ines, Mayor
ATTEST:

Mayra Ochiqui, City Clerk
APPROVED AS TO FORM:

Karl H. Berger, City Attorney
Attachments: Exhibit A: Conditions of Approval — Resolution No. 26-26

RESOLUTION NO. 26-26 - EXHIBIT A

CONDITIONS OF APPROVAL FOR CANNABIS BUSINESS PERMIT
NO. CU -CAN 17-13 (A)
In addition to all applicable provisions of California law and the Bellflower Municipal Code ("BMC"), OTC Bellflower LLC dba Off the Charts (the "Applicant"), agrees that it will comply with the following conditions for the City of Bellflower's approval of a Cannabis Business Permit ("CBP").

I. Definitions
Unless the contrary is stated or clearly appears from the context, the following definitions will govern the construction of the words and phrases used in these Standard Conditions of Approval ("SCOA"). Words and phrases undefined in this SCOA have the same meaning as set forth in BMC Chapter 14.04.
"Batch" means a specific quantity of cannabis or cannabis product that is intended to have uniform character and quality, within specified limits, and is produced according to a single manufacturing order during the same cycle of manufacture. "Manager" means an individual who is an employee of a cannabis business and who, directly or indirectly, is engaged in the management of the cannabis business as set forth in an approved Operations Plan.
"On -Site Designated Representative" means a Manager who is designated by the cannabis business to be present, and who is present, at all times during the cannabis business' s hours of operation.
"Owner" means any individual member of a Cannabis business having more than a ten percent (10%) interest, legal or equitable, or otherwise, in the Cannabis business. "Security Personnel" means any person(s) who perform(s) security related tasks on behalf of the Cannabis business.

II. General Conditions

1. The cannabis business must be developed and/ or used in the manner requested and must be in substantial conformity with the submitted plans as approved by the City's Building Official, unless revisions and/ or additional conditions are specifically required herein.

2. The Applicant and its successors in interest must indemnify, protect, defend (with legal counsel reasonable acceptable to the City), and hold harmless, the City, and any agency or instrumentality thereof, and its elected and appointed officials, officers, employees, and agents from and against any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs, and expenses of whatever nature, including reasonable attorney's fees and disbursements (collectively " Claims') arising out of or in any way relating to this project, any discretionary approvals granted by the City related to the

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8 City of Bellflower
Resolution No. 26-26 — Exhibit A

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development of the project or the environmental review conducted under the California Environmental Quality Act, Public Resources Code § 21000, et seq., for the project. If the City Attorney is required to enforce any conditions of approval, all costs, including attorney's fees, must be paid for by the Applicant.

3. The Applicant must reimburse the City for all attorneys' fees expended by the City that are directly related to the processing of this project. The City will not issue a Certificate of Occupancy or other final occupancy approval until all attorneys' fees are paid by the Applicant.

5. This decision is not effective until Applicant acknowledges acceptance of all conditions and any appeal period has lapsed, or a waiver of right to appeal is filed or if there is an appeal, until a final decision has been made on the appeal.

By use of the entitlements granted by a development application, the Applicant acknowledges agreement with conditions of approval.

6. Anything which is not shown on the application/ plans, or which is not specifically approved, or which is not in compliance with this section, is not approved. Any application and/ or plans which are defective as to, without limitation, omission, dimensions, scale, use, colors, materials, encroachments, easements, will render any entitlements null and void.

7. Cannabis dispensaries and retailers must provide a 12 -month guaranty of cannabis taxes as a condition of approval of their CBP. The guaranty must be in a form approved by the City Attorney, without limitation, a surety bond, letter of credit, or other acceptable financial security. All new cannabis operators must prepay an amount equal to one quarter (25%) of their guaranty amount to the Finance Director or designee before a Cannabis Business Permit (CBP) becomes effective. Permittees remain responsible for the timely payment of all quarterly cannabis business taxes, and the prepaid amount shall not be credited toward, applied to, or otherwise offset any quarterly tax obligation as it becomes due. However, if a permittee's cumulative cannabis business tax payments equal or exceed the guaranty amount during the 12 -month guaranty period, the prepaid amount may be applied as a credit toward the next quarterly cannabis business tax payment. If, at the end of the 12 -month guaranty period, the permittee's cumulative tax payments are less than the guaranty amount, the prepaid amount shall first be applied to any shortfall before the City seeks recovery under the guaranty.
9 City of Bellflower
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III. Security

1. Cannabis businesses must be equipped with, and at all times be monitored by, a web -based closed- circuit television for security purposes. The camera and recording system must be of adequate quality, color rendition and resolution to allow the ready identification of any individual committing a crime anywhere on or adjacent to the Cannabis business. The system must be fully functional before processing, cultivating or dispensing of cannabis. The recordings of the monitoring must be maintained for a period of not less than 90 days and must be made available and accessible to the Police Chief and any other City official charged with enforcing the provisions of the BMC immediately upon request for review and copying, without the need for a search warrant, subpoena or court order. The cannabis business must also provide the Police Chief with the URL address of any on -site web -based video surveillance to monitor remotely at any time without a warrant, subpoena or court order.

2. The cannabis business must have a centrally monitored fire and burglar alarm system. This system must be fully functional at all times and before processing, cultivating or dispensing of cannabis at the cannabis business. At a minimum, this alarm must cover the perimeter of the cannabis business and must focus on those areas where cannabis is grown, produced, harvested, stored, packaged or dispensed. A professional alarm company must monitor this alarm at all times.

3. The cannabis business must contain a fireproof safe or a fireproof storage system and all records must be stored in that safe or system.

4. Crime Prevention Through Environmental Design (CPTED). Exterior lighting on the cannabis business and parking area lighting for the cannabis business must be balanced; cannot result in glare on adjoining properties; must complement the security systems required above to ensure that all areas of the cannabis business are visible; and must provide increased lighting at all entrances to the cannabis business. The lighting required in this subsection must be turned on from dusk to dawn.

5. Cannabis must be stored in buildings that are completely enclosed, and in a locked vault or safe, or other secured storage structure, which is bolted to the floor, or structure of the cannabis business.

6. Windows and roof hatches of the cannabis business must be secured from the inside with bars so as to prevent unauthorized entry and must be equipped with latches that may be released quickly from the inside to allow exit in the event of emergency in compliance with all applicable Building Code provisions.

7. Exterior doors to the cannabis business must remain locked from the outside to prevent unauthorized ingress to the cannabis business. Ingress must be allowed by means of a remote release operated from within the cannabis business. In all 10 City of Bellflower
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cases, doors must remain operable from the inside to allow egress without the use of a key or special knowledge. Access -controlled egress doors must comply with the California Building Code provisions.

8. No person can possess any firearm while in the cannabis business without having first obtained a license from the appropriate state or local agency authorizing the person to be in possession of such firearm.

9. Persons possessing a firearm while in the cannabis business must provide the City Manager and Police Chief, 10 days before bringing the firearm onto the Cannabis business, with the following:
a. A copy of the license issued to the person by the appropriate state or local agency authorizing him or her to possess such firearm; b. A copy of his or her law enforcement identification (if he or she is employed by a law enforcement agency); and
c. A copy of his or her California Driver' s license or California Identification Card.

10. There must be at least one Security Personnel on duty in a cannabis business during its hours of operation. If the cannabis has a separate cultivation site, at least one Security Personnel must be present at that Cultivation Site on duty 24 hours a day, seven days a week. The Security Personnel must provide security inside the cannabis business, along the outside perimeter of the cannabis business, a parking sites immediately adjacent to the cannabis business and City of Bellflower used by members of the cannabis business, and at sidewalks adjacent to the cannabis business. The cannabis business must employ Security Personnel subject to the following requirements:
a. All Security Personnel must register and maintain valid registration status with the state of California' s Department of Consumer Affairs.

At no time must any Security Personnel register with the State at any level that is less than that of a proprietary private security officer. Proof of application and registration for all Security Personnel must be maintained by the cannabis business and consist of copies of all relevant documentation including: application forms, receipts for application fees and live scan fees, and actual proof of registration. b. While on duty, all Security Personnel must have a nameplate containing the Security Personnel' s full name and the word "SECURITY" printed in bold, capital letters. The nameplate must be exhibited prominently on the clothing, at chest level, and must be visible and easily read at all times. The nameplate must be a minimum of two inches high and four inches wide, with the required information printed in capital letters, at least three- fourths inches high and in a 11 City of Bellflower
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contrasting color. As an alternative to a nameplate, the Security Personnel' s name and the word "SECURITY" may be embroidered on the Security Personnel' s outermost garment with the required information meeting the above specifications and located at chest level.

IV. Operating

1. Cannabis cannot be visible with the naked eye from any public or other private property.

2. All areas devoted to dispensing cannabis must be secured from public access by means of a locked gate and any other security measures necessary to prevent unauthorized entry.

3. At no time can any cannabis business have any of the following items on the premises:
a. Any controlled substances, other than cannabis;
b. Any paraphernalia used for the ingestion of any type of controlled substance, including cannabis;
c. Alcoholic beverages; or
d. Firearms, except in strict compliance with federal, state and local laws.

4. A sign must be posted in a conspicuous place inside the cannabis business advising, in English, Spanish, Khmer and Tagolog, the following: "The sale and use of cannabis are violations of federal law. The use of cannabis may impair a City of Bellflower person' s ability to operate a motor vehicle or heavy machinery. This facility is registered in accordance with the Bellflower Municipal Code."

5. Each Cannabis business must designate an on- site representative who must be present during all hours of the Cannabis business' s operation. The On - Site Designated Representative must meet the following minimum requirements:
a. Be a Manager for the Cannabis business;
b. Comply with all applicable laws;
c. Carry on his or her person, at all times when he or she is functioning as the on- site representative, a valid government issued photo Identification Card or license;
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d. Upon request by the Police Chief or any other City official charged with enforcing the provisions of the BMC, produce such photo Identification Card or license for inspection;
e. Be available at the telephone number identified in the registration as the on- site Iandline telephone number for the cannabis business; f. Cooperate fully with the Police Chief and any other City official charged with enforcing the provisions of the BMC with any inquiry, inspection, request, or investigation necessary or appropriate to implement the requirements of the BMC or to enforce any other State or local law; g.

Immediately report to the Police Chief any violations of State or local law or conditions which the On -Site Designated Representative knows, or reasonably should know, exist on the cannabis business and at the cannabis business and could result or have resulted in harm or an imminent threat of harm to the health, safety or general welfare of any person or member of the public; and
h. Immediately report to the Police Chief, the County Health Department, and members of the cannabis business any information indicating that a member experienced an adverse reaction to, or other difficulty related to, any cannabis procured from the cannabis business.

V. Public Safety and Safety of Cannabis Business

1. Each cannabis business must operate in a manner such that dispensing cannabis does not adversely affect the health or safety of nearby properties through creation of mold, mildew, dust, glare, heat, noise, noxious gasses, odor, smoke, traffic, vibration, or other impacts.

2. Each cannabis business must utilize appropriate air purification systems and air scrubbers wherever cannabis is cultivated, processed, manufactured or dispensed so as to prevent the odor of cannabis from emanating beyond the walls of the cannabis business.

3. Cultivation of cannabis cannot create hazards due to the use or storage of materials, processes, products or wastes.

4. Each and every cannabis business must ensure that it has safe growing facilities, chemicals and fertilizers are properly stored, carbon dioxide levels are tested, areas are properly vented, and mold is tested and controlled for the safety of city personnel and enforcement personnel that may be required to conduct a site visit.
13 City of Bellflower
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VI. Property Maintenance

1. The cannabis business must be kept in a clean and safe condition by, at a minimum, performing all of the following tasks:
a. Properly remove and store all trash, litter, rubbish and debris on the cannabis business at the end of each business day;
b. Properly dispose of all trash, litter, rubbish and debris from the Cannabis business;
c. Remove graffiti placed upon the Cannabis business and Cannabis business within forty-eight hours of its occurrence;
d. Keep driveways, sidewalks, park strips, fire access roads and streets on or adjacent to the cannabis business clear and clean; e. Provide lighting on the cannabis business to ensure the safety of the public and employees; and
f. Otherwise operate in a manner that does not create or result in any significant adverse impacts upon the cannabis business or within 300 feet of the cannabis business.

VII. Specific Conditions of Approval

1. The Permittee must comply with Conditional Use Permit Case No. CUP CU -CAN 17- 13 (Resolution No. 17-78), including all project conditions, at all times.

2. The Permittee must alter the existing trash enclosure to incorporate solid decorative gates and architecturally consistent trellis cover to prohibit unauthorized access and to prevent visibility from public rights -of -way or adjacent property.

3. The Permittee must remove the barb/razor wire placed on top of the existing fence.

4. The Permittee must remove the tarp on top of existing mechanical equipment located within the enclosed area at the rear of the subject property.

5. The Permittee must repair and restripe the parking lot area at the rear of the subject property.

6. Ther Permittee must paint all the buildings on the subject property to remove traces of graffiti. The subject property must be maintained free from debris and graffiti at all times. The Permittee must remove any debris or graffiti within 48 hours upon notification by the City. Litter on the subject property and any litter scattered nearby property, streets, and sidewalks must be removed daily. 14 City of Bellflower
Resolution No. 26-26 — Exhibit A

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NOTICE: THE CBP DOES NOT BECOME EFFECTIVE UNTIL THE PERMITTEE

COMPLIES WITH ALL CONDITIONS THAT MUST BE COMPLETED BEFORE OPERATIONS COMMENCE. ANY FACILITY THAT COMMENCES OPERATIONS

WITHOUT AN EFFECTIVE CBP CONSTITUTES AN UNLICENSED CANNABIS

FACILITY IN ACCORDANCE WITH APPLICABLE LAW INCLUDING, WITHOUT LIMITATION, BMC CHAPTER 14.28. VIOLATIONS OF THE BMC MAY RESULT IN CRIMINAL OR CIVIL PENALTIES INCLUDING A PENALTY OF $5,000 PER DAY; ONE YEAR IN JAIL; OR BOTH.

By signing this document, OTC Bellflower LLC dba Off the Charts certifies that it has read, understood, and agrees to the Project Conditions listed in this document.

Norman Yousif
Chief Executive Officer
Darline Yousif
Secretary
15 CITY OF BELLFLOWER
RESOLUTION NO. 17-78

A RESOLUTION APPROVING CONDITIONAL USE PERMIT
NO. CUP CU -CAN 17-13 AND APPROVING A MEDICIAL CANNABIS

BUSINESS PERMIT TO OPERATE A MEDICAL CANNABIS DISPENSARY AT 8846 ALONDRA BOULEVARD; APPLICANT: AARON HERZBERG
(REPRESENTING CALCANN HOLDINGS, LLC/BOCSKOR ENTERPRISES, LLC)
THE CITY COUNCIL RESOLVES AS FOLLOWS:

SECTION 1. Recitals. The City Council finds and declares as follows:

A. On September 27, 2017, Mr. Aaron Herzberg, representing CalCann Holdings, LLC/Bocskor Enterprises, LLC (the "Applicant"), filed an application seeking approval of a Conditional Use Permit at 8846 Alondra Boulevard for medical cannabis operations. Additionally, the Applicant seeks a Medical Cannabis Business Permit to operate a Medical Cannabis Dispensary (collectively, the "Project").

B. The application was reviewed by the City for, in part, consistency with the General Plan and conformity with the Bellflower Municipal Code ("BMC") including, without limitation, BMC Title 14, BMC Chapter 17.94, Resolution No. 17-44 (adopted August 14, 2017), and Resolution No. 17-65 (adopted October 9, 2017) (collectively, the "Medical Cannabis Regulations").

C. Notice of Public Hearings before the City Council was duly given and published in the time, form, and manner as required by law.

D. Preliminary review was conducted of the Project in compliance with the California Environmental Quality Act (Public Resources Code §§ 21000, et seq., "CEQA"), the regulations promulgated thereunder (14 Cal. Code of Regulations §§15000, et seq., the "CEQA Guidelines"), and the City's Environmental Guidelines.

E. On December 18, 2017, the City Council held a public hearing to receive public testimony and other evidence regarding the application including, without limitation, information provided to the City Council by the Applicant.

F. The City Council considered the information provided by City staff, public testimony, and the Applicant. This Resolution, and its findings, are made based upon the evidence presented to the City Council at its December 18, 2017 hearing including, without limitation, the staff report.

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Resolution No. 17-78

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SECTION 2. Factual Findings and Conclusions. The City Council finds as follows:

A. The Applicant seeks to establish and operate a Medical Cannabis Dispensary at 8846 Alondra Boulevard (the "Property").

B. The Applicant submitted a complete application including the following required components: Public Notification Map and Mailing List; Business Plan; Operations Plan; Fire Prevention and Suppression Plan; Security Plan; Traffic and Parking Study; Site, Floor, and Elevation Plans; and Photographs of the proposed site.

C. The Property is zoned C -G (General Commercial) with a General Plan Land Use Designation of Commercial.

D. The Property is not located within 600 feet of any parcel containing a school; 300 feet of any parcel containing a religious facility, park (except those designated as primarily a pedestrian walkway rather than for recreational purposes), state- or county -licensed child daycare facility, youth center, or licensed drug or alcohol rehabilitation facility; or 1,000 feet of any parcel upon which a licensed cannabis business is operating.

E. The Property is approximately 5,378 square feet (0.12 acres) in area and is currently developed with a vacant retail commercial building.

F. The Applicant proposes to renovate the existing building to accommodate the proposed Project.

G. The Applicant provided documentation that 75 percent of the applicants and management of the cannabis related business are California residents and have been for at least three years immediately preceding the date of application.

H. The Applicant provided documentation of a 10 -year lease with the owner of the property allowing the Applicant to operate a cannabis dispensary on the property.

SECTION 4. Notice of Exemption. The City Manager, or designee, is directed to file a Notice of Exemption is accordance with CEQA Guidelines § 15062 and any other applicable law.
17 City of Bellflower
Resolution No. 17-78

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SECTION 5. Conditional Use Permit Findings and Conclusions. The City Council finds as follows:

A. The Project is properly one for which a Conditional Use Permit is authorized by Title 17 of the Bellflower Municipal Code.

The Project is a conditionally permitted use in the C -G (General Commercial) Zone.

B. The Project meets the location restrictions for cannabis -related businesses defined in BMC § 17.90.050.

These uses are allowed in the M-1 (Light Industrial) and C -G (General Commercial) zones and meet the following location restrictions:

Beyond 600 feet of any other parcel containing a school, including all public and private preschools, transitional kindergartens, and K-12 schools.

2. Beyond 300 feet of any other parcel containing a religious facility; park (except those designated as primarily a pedestrian walkway rather than for recreational purposes); state- or county -licensed child daycare facility; youth center; or licensed drug or alcohol rehabilitation facility.

3. Beyond 1,000 feet of any other parcel upon which a licensed cannabis business is operating.

C. The Project includes an Operations Plan.

The application includes in Operations Plan containing the content required in chapter 14.12 and 14.16 of the BMC.

D. The Project is necessary or desirable for the development of the community, and is not detrimental to existing uses or to uses specifically permitted in the district in which the site is located.

The Medical Cannabis Regulations allow the City Council to issue a maximum of 12 conditional permits for cannabis -related businesses. The proposed Project would be fully contained within the renovated building. It must be operated in accordance with the Operations and Security Plans submitted with the application and all conditions of approval in this Resolution. The Traffic and Parking Plan submitted with the application and 18 City of Bellflower
Resolution No. 17-78

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supplemental information provided by the applicant demonstrates that sufficient parking will be available for the proposed uses. As a result, the Project will not be detrimental to the existing land uses surrounding the Property.

E. The Property is adequate in size and shape to accommodate said use, and for all the yards, setbacks, walls or fences, landscaping, and other features that may be required in order to adjust said use to those existing or possible future uses of land in the neighborhood.

The Property is approximately 5,378 square feet in size, and contains an existing commercial building that will accommodate the proposed medical cannabis dispensary uses.

F. The Property relates to streets and highways properly designed and improved so as to carry the type and quantity of traffic generated or to be generated by the proposed use.

The Traffic and Parking Plan submitted with the application demonstrates the proposed uses will not adversely affect traffic conditions in the area.

SECTION 6: Medical Cannabis Business Permit Findings. In accordance with the Medical Cannabis Regulations, the City Council finds the following:

A. Has there been an adequate period of performance by the applicant demonstrating experience for operating a cannabis -related business? Yes. The Applicant is a medical marijuana real estate company with a portfolio of licensed medical marijuana businesses and properties in California. The Applicant has purchased, constructed and operated several medical marijuana facilities in Santa Ana and Orange County.

B. Does the applicant have sufficient key personnel to operate a cannabis - related business to demonstrate effective managerial capacity and control of operations?
Yes. The Applicant has provided information on the proposed management team that demonstrates the capacity to effectively manage and control the operations of the proposed medical cannabis dispensary.

C. Does the applicant have other cannabis -related businesses inside or outside the City's jurisdiction that demonstrate the applicant's competency in operating such businesses?
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Resolution No. 17-78

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Yes. The Applicant is a medical marijuana real estate company with a portfolio of licensed medical marijuana businesses and properties in California. The Applicant has purchased, constructed and operated several medical marijuana facilities in Santa Ana and Orange County.

D. Does the applicant have a reasonable and practical business plan for operating a cannabis -related business within the City's jurisdiction? Yes. A business plan was submitted with the application that includes a schedule for construction, a budget for construction and operation of the proposed business, a pro forma for three years of operation demonstrating the business will be viable and operated in a manner that avoid the creation of any nuisance that will impact neighboring uses.

E. Notwithstanding the BMC's minimum requirements as to permissible locations, is the cannabis facility proposed by the applicant in a location acceptable to the City Council; aesthetically pleasing; and adequate in size? Yes. The medical cannabis dispensary facility is proposed on a site currently occupied by a vacant retail commercial building located in an area containing a mix of commercial and residential uses. The site contains a vacant retail commercial building that will be renovated to accommodate the proposed uses and the proposed renovation of the building and site improvements will improve the aesthetic character of the site.

SECTION 7: Approval. Based on the foregoing, the City Council approves Conditional Use Permit and Medical Cannabis Business Permit Case No. CUP CU -CAN 17-13, subject to the conditions of approval listed in attached Exhibit "A," which is incorporated by reference.

SECTION 8: Reliance On Record. Each and every one of the findings and determinations in this Resolution are based on the competent and substantial evidence, both oral and written, contained in the entire record relating to the project. The findings and determinations constitute the independent findings and determinations of the City Council in all respects and are fully and completely supported by substantial evidence in the record as a whole.

SECTION 9: Limitations. The City Council's analysis and evaluation of the project is based on the best information currently available. It is inevitable that in evaluating a project that absolute and perfect knowledge of all possible aspects of the project will not exist. One of the major limitations on analysis of the project is the City Council's lack of knowledge of future events. In all instances, best efforts have been made to form accurate assumptions. Somewhat related to this are the limitations on the City's ability to solve what are in effect regional, state, and national problems and issues. The City must work within the political framework within which it exists and with the limitations inherent in that framework.
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SECTION 10: Severability. If any part of this Resolution or its application is deemed invalid by a court of competent jurisdiction, the City Council intends that such invalidity will not affect the effectiveness of the remaining provision or application and, to this end, the provisions of this Resolution are severable.

SECTION 11: Preservation. This Resolution does not affect any penalty, forfeiture, or liability incurred before, or preclude prosecution and imposition of penalties for any violation occurring before. this Resolution's effective date. Any such amended part will remain in full force and effect for sustaining action or prosecuting violations occurring before the effective date of this Resolution.

SECTION 12: This Resolution will remain effective until superseded by a subsequent resolution.

SECTION 13: This Resolution is the City Council's final decision and will become effective immediately upon adoption. Any challenge brought to this Resolution must be filed within 90 days pursuant to Code of Civil Procedure § 1094.6.

SECTION 14: The City Clerk is directed to mail a copy of this Resolution to the Applicant and to any other person requesting a copy.

SECTION 15: The Mayor, or presiding officer, is hereby authorized to affix his signature to this Resolution signifying its adoption by the City Council of the City of Bellflower, and the City Clerk, or her duly appointed deputy, is directed to attest thereto.

PASSED, APPROVED, AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF BELLFLOWER THIS 18th DAY OF DECEMBER 2017.

Ron Schnablegge /' ayor
Attest:

Ma
Karl H. Berger, i Attorney
Appr
Exhibit A (C • itions of Approval)
21 CITY OF BELLFLOWER
RESOLUTION NO. 17-78 - "EXHIBIT A"

CONDITIONS OF APPROVAL FOR CONDITIONAL USE PERMIT CASE AND CANNABIS BUSINESS PERMIT NO. CUP CU -CAN 17-13
In addition to all applicable provisions of California law and the Bellflower Municipal Code ("BMC"), CalCann Holdings LLC/Bocskor Enterprises. LLC/Aaron Herzberg (the "Applicant"), agrees that it will comply with the following conditions for the City of Bellflower's approval of a Medical Cannabis Business Permit (`MCBP") and Conditional Use Permit ("CUP").

Law Enforcement
I. Definitions
Unless the contrary is stated or clearly appears from the context, the following definitions will govern the construction of the words and phrases used in these Standard Conditions of Approval ("SCOA"). Words and phrases undefined in this SCOA have the same meaning as set forth in BMC Chapter 14.04.
"Batch" means a specific quantity of cannabis or cannabis product that is intended to have uniform character and quality, within specified limits. and is produced according to a single manufacturing order during the same cycle of manufacture. "Manager" means an individual who is an employee of a cannabis business and who, directly or indirectly, is engaged in the management of the cannabis business as set forth in an approved Operations Plan.
"On -Site Designated Representative" means a Manager who is designated by the cannabis business to be present, and who is present. at all times during the cannabis business's hours of operation.
"Owner" means any individual member of a Cannabis business having more than a ten percent (10%) interest, legal or equitable, or otherwise, in the Cannabis business. "Security Personnel" means any person(s) who perform(s) security related tasks on behalf of the Cannabis business.

I I . General Conditions

1. The cannabis business must be developed and/or used in the manner requested and must be in substantial conformity with the plans as approved by the City's Building official, unless revisions and/or additional conditions are specifically required herein.

2. The Applicant and its successors in interest must indemnify. protect, defend (with legal counsel reasonable acceptable to the City), and hold harmless, the City, and any agency or instrumentality thereof, and its elected and appointed officials. officers, employees, and agents from and against any and all liabilities. claims. actions, causes of action. proceedings, suits, damages, judgments. liens. levies, costs. and expenses of whatever nature. including reasonable attorney's fees and disbursements (collectively "Claims") arising out of or in any way relating to this project. any discretionary approvals granted by the City related to the development of the project or the environmental review conducted under the California Environmental Quality Act. Public Resources Code§ 21000, et seq., for the project. If the City Attorney is required to enforce any conditions of approval, all costs, including attorney's fees, must be paid for by the Applicant.
22 City of Bellflower
Resolution No. 17-78 — Exhibit A

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3. The Applicant must reimburse the City for all attorney's fees expended by the City that are directly related to the processing of this project. The City will not issue a MCBP until all attorneys' fees are paid by the Applicant.

4. The Applicant must submit to the City Manager. or designee, a signed copy of these conditions of approval acknowledging acceptance, and compliance with the conditions herein within 30 days from the date of approval by the City Council. The conditions of approval must be signed, notarized and returned to the City Manager, or designee, before any plan check submittal or construction permit application or implementation of the requested entitlement.

6. Anything which is not shown on the application/plans, or which is not specifically approved, or which is not incompliance with this section, is not approved. Any application and/or plans which are defective as to, without limitation, omission, dimensions, scale, use, colors, materials, encroachments. easements. will render any entitlements null and void.

I I I . Security

9. The cannabis business must contain a fireproof safe or a fireproof storage system and all records must be stored in that safe or system.

10. Crime Prevention Through Environmental Design (OPTED). Exterior lighting on the cannabis business and parking area lighting for the cannabis business must be balanced; cannot result in glare on adjoining properties; must complement the security systems required above to ensure that all areas of the cannabis business are visible: and must provide increased lighting at all entrances to the cannabis business. The lighting required in this subsection must be turned on from dusk to dawn.

11.Cannabis must be stored in buildings that are completely enclosed, and in a locked vault or safe, or other secured storage structure. which is bolted to the floor, or structure of the cannabis business.
23 City of Bellflower
Resolution No. 17-78 — Exhibit A

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13. Exterior doors to the cannabis business must remain locked from the outside to prevent unauthorized ingress to the cannabis business. Ingress must be allowed by means of a remote release operated from within the cannabis business. In all cases, doors must remain operable from the inside to allow egress without the use of a key or special knowledge. Access -controlled egress doors must comply with the California Building Code provisions.

15.Persons possessing a firearm while in the cannabis business must provide the City Manager and Police Chief, 10 days before bringing the firearm onto the Cannabis business, with the following:
a. A copy of the license issued to the person by the appropriate state or local agency authorizing him or her to possess such firearm;
b. A copy of his or her law enforcement identification (if he or she is employed by a law enforcement agency): and
c. A copy of his or her California Driver's license or California Identification Card.

The Security Personnel must provide security inside the cannabis business. along the outside perimeter of the cannabis business. at parking sites immediately adjacent to the cannabis business and used by members of the cannabis business, and at sidewalks adjacent to the cannabis business. The cannabis business must employ Security Personnel subject to the following requirements:
a. All Security Personnel must register and maintain valid registration status with the state of California's Department of Consumer Affairs. At no time must any Security Personnel register with the State at any level that is less than that of a proprietary private security officer. Proof of application and registration for all Security Personnel must be maintained by the cannabis business and consist of copies of all relevant documentation including: application forms. receipts for application fees and live scan fees. and actual proof of registration.
b. While on duty. all Security Personnel must have a nameplate containing the Security Personnel's full name and the word "SECURITY" printed in bold, capital letters. The nameplate must be exhibited prominently on the clothing, at chest level. and must be visible and easily read at all times. The nameplate must be a minimum of two inches high and four inches wide, with the required information printed in capital letters, at least three- fourths inches high and in a contrasting color. As an alternative to a nameplate, the Security Personnel's name and the word "SECURITY" may be embroidered on the Security Personnel's outermost garment with the required information meeting the above specifications and located at chest level.

IV. Operatinc
24 City of Bellflower
Resolution No. 17-78 - Exhibit A

Page 4 ends

17 The MCBP does not become effective until the permittee pays the annual permit administration fee of $25,000 required by Resolution No. 17-45 (adopted August 28, 2017) as adjusted by Section 3 of that Resolution, or as required by any successor resolution.

Except as otherwise provided for Live Scan results, the MCBP is valid for 12 months pursuant to BMC § 14.08.050. The privilege to operate pursuant to a MCBP must be renewed in accordance with BMC § 14.08.060.
18 Cannabis cannot be visible with the naked eye from any public or other private property. 19 All areas devoted to dispensing cannabis must be secured from public access by means of a locked gate and any other security measures necessary to prevent unauthorized entry. 20 At no time can any cannabis business have any of the following items on the premises:
a. Any controlled substances, other than cannabis;
b. Alcoholic beverages; or
c. Firearms, except in strict compliance with the MCBP along with federal, state and local laws.
21 A sign must be posted in a conspicuous place inside the cannabis business advising. in English, Spanish. Khmer and Tagalog. the following: "The sale and use of cannabis are violations of federal law. The use of cannabis may impair a person's ability to operate a motor vehicle or heavy machinery. This facility is registered in accordance with the Bellflower Municipal Code."

22. Each Cannabis business must designate an on -site representative who must be present during all hours of the Cannabis business's operation. The On -Site Designated Representative must meet the following minimum requirements:
a. Be a Manager for the Cannabis business;
b. Comply with all applicable laws;
c. Carry on his or her person. at all times when he or she is functioning as the on -site representative, a valid government issued photo Identification Card or license; d. Upon request by the Police Chief or any other City official charged with enforcing the provisions of the BMC, produce such photo Identification Card or license for inspection; e. Be available at the telephone number identified in the registration as the on -site landline telephone number for the cannabis business;
f. Cooperate fully with the Police Chief and any other City official charged with enforcing the provisions of the BMC with any inquiry, inspection, request, or investigation necessary or appropriate to implement the requirements of the BMC or to enforce any other State or local law:
g. Immediately report to the Police Chief any violations of State or local law or conditions which the On -Site Designated Representative knows, or reasonably should know, exist on the cannabis business and at the cannabis business and could result or have resulted in harm or an imminent threat of harm to the health. safety or general welfare of any person or member of the public: and
h. Immediately report to the Police Chief, the County Health Department, and members of the cannabis business any information indicating that a member experienced an adverse reaction to. or other difficulty related to, any cannabis procured from the cannabis business.

V Public Safety and Safety of Cannabis Business
25 City of Bellflower
Resolution No. 17-78 — Exhibit A

Page 5 of 11 ends

25. Cultivation of cannabis cannot create hazards due to the use or storage of materials, processes, products or wastes.

26. Each and every cannabis business must ensure that it has safe growing facilities, chemicals and fertilizers are properly stored, carbon dioxide levels are tested, areas are properly vented, and mold is tested and controlled for the safety of city personnel and enforcement personnel that may be required to conduct a site visit.

VI. Property Maintenance

27. The cannabis business must be kept in a clean and safe condition by, at a minimum, performing all of the following tasks:
a. Properly remove and store all trash, litter, rubbish and debris on the cannabis business at the end of each business day;
b. Properly dispose of all trash, litter, rubbish and debris from the Cannabis business; c. Remove graffiti placed upon the Cannabis business and Cannabis business within forty-eight hours of its occurrence;
d. Keep driveways, sidewalks, park strips, fire access roads and streets on or adjacent to the cannabis business clear and dean;
e. Provide lighting on the cannabis business to ensure the safety of the public and employees; and
f. Otherwise operate in a manner that does not create or result in any significant adverse impacts upon the cannabis business or within 300 feet of the cannabis business.

Standard Conditions of Approval

28. All concrete and asphalt demolition debris from the site must be recycled.

29. Exterior construction activities (grading, framing, etc.) is restricted to 7:00 a.m. to 6:00 p.m., Monday through Friday, and 8:00 a.m. to 6:00 p.m. on Saturdays, except that interior building construction activities are not limited in time.

30. All construction equipment must be properly muffled to reduce noise levels. Transportation of equipment and materials and operation of heavy grading equipment must also be limited to the hours of 7:00 a.m. to 6:00 p.m., Monday through Friday, and 8:00 a.m. to 6:00 p.m. on Saturdays. All equipment staging areas must be sited on the subject property.

31. Dust generated by construction activities must be reduced by watering the soil prior to and during grading activities. Reclaimed water must be used whenever possible. Dirt cannot be hosed into the storm drain system.

32. All improvements to the project site must comply with applicable law including, without limitation, the BMC, Fire regulations adopted by the Los Angeles County Consolidated Fire Protection District or the BMC, and all uniform codes including the California Building Code, as adopted by the BMC.
26 City of Bellflower
Resolution No. 17-78 — Exhibit A

Page 6 ends

33. The second sheet of the building plans must list these conditions of approval. This information must be incorporated into the plans before the first submittal for plan check.

34. All work within the public right-of-way including placing and removal of traffic control devices is restricted to the hours between 8:30 a.m. and 3:30 p.m.. Monday through Friday. No work requiring continuous inspection or traffic control can be done on Saturday, Sunday, or Holidays, unless prior arrangements have been made at least one week in advance with the approval of the Public Works Director,

35. The Applicant, at the Applicant's cost, is responsible for the relocation as necessary of any public or private utility or other obstruction to facilitate the construction within the public right- of-way.

36. Permits are required for all work within the public right-of-way. 37 A Low Impact Development (LID) Plan is required for the project. Projects redeveloping more than 50% of the existing site require a General Permit from the State Regional Water Quality Control Board along with an approved WDID number before the City issues a building permit. All storm water best management practices as adopted by the City must be implements and maintained during all demolition and construction activities related to the project. A copy of the City BMP Certification Form must be copied within the building plans and signed by the Applicant before the City issues building permits.

38. At the time of initial plan check submittal, four sets of complete plans and specification along with two sets of structural calculations and any other required supporting documentation must be submitted prior to the commencement of City Plan Check review services.

39. The project site and its immediate surrounding must be maintained neat and clean at all times in compliance with BMC §8.36.030 in order to prevent Public Nuisances. The project site and its immediate surrounding must be maintained free from debris and graffiti at all times in compliance BMC Chapter 9.12. The Property owner must remove any debris or graffiti within 24 -hours upon notification by the City. Litter on the site and any litter scattered nearby the property, the streets, and the sidewalks must be removed daily.

40. Per BMC § 17.80.030(F), Development Review approval. or conditional approval of a Development Review application is valid for 12 months after the date of approval, unless a building permit (plan check) application is submitted to the Building Official, or designee, for the project within that 12 -month period, in which case the approval is valid as long as the plan check or building permits for the project are valid. Upon good cause shown, the Planning Director may grant one extension of an approval of not more than 12 months in the aggregate. from the original expiration date.
41 This Permit will terminate and become void unless:
a. Construction implementing the use authorized by this Permit commences on or before the time limited specified in this permit, and thereafter diligently advanced or if no time is specified. on or before one year after the date of this permit was approved.
b. All uses must be continuously operated for the use permitted. If the use ceases to exist for one hundred eighty (180) days or more it will be deemed expired and void.

Specific Conditions of Approval
Fire Prevention and Suppression Plan
27 City of Bellflower
Resolution No. 17-78 — Exhibit A

Page 7 ends

42. The permittee must add 2016 California Fire Code to applicable codes section on title sheet.

43. The permittee must indicate location of fire extinguishers on floor plan.

45. The permittee must complete and sign provided Los Angeles County Consolidated Fire Protection District Statement of Intended Use (Form C-30).

Plan Requirements. The Permittee must:

46. Provide occupancy load calculations based on use of each area of the building. (2016 CBC - 1004).

47. Provide "new wall" section detail.

48. Provide fully dimensioned details for existing restrooms, to demonstrate compliance with building code accessibility requirements of California Building Code chapter 11B.

49. Provide typical door thresholds detail.

50. Show types and locations of all required signs through the building (2016 CBC - chapter 11B).

51. Provide door schedule, show type of doors, type of hardware and door fire rating.

52. Provide dimensioned door landings details, show maximum allowed slopes and changes of level for landings.

53. Provide dimensioned details for sales counter.

54. Refer to recently approved State legislation (AB 1732) regarding required signage for all - gender single user restrooms and revise the accessible restroom signage in accordance with the 2016 CBC and DSA Bulletin 17-01: This image represents the door symbol that is required by CBC 11B-216.8 to identify an all-gender/unisex single -user toilet facility. The symbol must comply with the requirements of CBC 118-703.7.2.6.3. No pictogram, text, or braille is required on the symbol.

Note: Designation signs are not required to be provided by the CBC or the 2010 ADAS. If provided, a designation sign adjacent to the door must comply with the scoping requirements of CBC 118-216.2, and the technical requirements for raised characters (CBC 118-703.2), braille (CBC 118-703.3), visual characters (CBC 118-703.5), and requirements for installation height and location (CBC 11B-703.4). No pictogram is required. Refer to DSA Bulletin 17-01 for further information.
0 28

City of Bellflower
Resolution No. 17-78 — Exhibit A

Page 8 of 11 ends

Plumbinq/Mechanical/Electrical. The Permittee must:
55 Provide electrical, mechanical and plumbing plans prepared by design professionals.

56. Provide T24 energy compliance documents if any alteration or addition to existing lighting, HVAC system or building envelope is made.

57. Incorporate odor control devices and techniques to ensure that odors from cannabis are not detectable outside of the dispensary. or at adjoining tenant spaces. Show proposed design incorporated into HVAC system, provide cut sheet of devices used. Odor control system must be designed by a registered design professional.

Security Plan. The Permittee must:

58. Property Lighting
a. Provide adequate lighting for all areas of access and exit points. including along the perimeter fence line, and parking lot.
b. Provide exterior lighting per the BMC.

59. Access Control
a. Provide bars to secure doors on the front access points.

60. Guard Force Analysis
a. Ensure uniform compliance with current Bureau of Security and Investigative Services (BSIS) standards.

61. Electronic Surveillance System and Intrusion Detection System (IDS) a. Provide an emergency universal power supply (UPS) in place for backup power. 62 Records and Compliance
a Provide an onsite (24) hour landline telephone number at the premises for receiving complaints and other inquiries regarding the dispensary. Maintain a phone log in the dispensary with a record of all calls.

63. An inspection must be completed before the City issues a certificate of occupancy to verify all equipment and security improvements identified in the security plan are properly installed and operating. All corrective actions identified during the inspections must be completed before the City issues a certificate of occupancy.

Other Requirements
64 Construction Waste Management Plan

65. All projects valued at $50.000 or greater require an approved C&D Waste Management Plan in accordance with BMC Chapter 15.44 before the City issues building permits. Contact Public Works at (562)-804-1424 x 2233 regarding application submission, review, and approval. All construction projects that trigger a C&D Waste Management Plan valued at $150,000 or greater require a performance security deposit before the City issues a building permit Pursuant to BMC § 15.44.050.Local Hiring Preference Plan a. The Applicant must implement a local preference plan to hire City of Bellflower residents at 200% above the "Living Wage" for the Federal Poverty Level for a 29 City of Bellflower
Resolution No. 17-78 — Exhibit A

Page 9 ends

family of two

66. Contribution to Drug Rehabilitation Program
a. The Applicant must make an annual contribution of $5,000 to the City for a Drug Rehabilitation Program. Payment must be made to the City's Finance Director, or designee.

67. Cash Management Plan
68 In addition to any other practices demonstrated in the Operations Plan, a cash management plan is required that must include a kiosk based system at the facility to eliminate the cash transfers between employees and customers The cash management plan must provide for the submission of detailed records of all transactions to the City and comply with all regulations promulgated by the California Bureau of Cannabis Control, when they become effective. Dispensary Operations Plan
a. This conditional use permit incorporates by reference the Operations Plan as approved by the City Manager, which incorporates the operational standards set forth in BMC § 14.24.020, and the additional conditions necessary to implement the purpose of BMC Title 14 when considering the location and size of the proposed dispensary.

69. Dispensary Operational Standards
a. When available, the permittee must secure a valid permit from the California Bureau of Cannabis Control.
b. Hours of operation for access by the public is limited to the hours of 9:00 a.m. and 7:00 p.m. Monday through Saturday. The cannabis dispensary cannot be open on Sundays.
c. Alcohol or tobacco cannot be sold within the cannabis dispensary. Smoking, vaporization, ingestion or consumption of alcohol, tobacco or cannabis in any form is not allowed on the premises of a dispensary.
d. Cannabis products cannot be publicly visible from the exterior of the property.

Cannabis or cannabis products cannot be stored outside of the dispensary at any time.
e. All cannabis and cannabis products sold or otherwise made available at a dispensary must be cultivated. manufactured. and transported by licensed facilities that maintain operations in full conformance with State and local regulations.
f Each cannabis dispensary must provide the City Manager or designee with the name and telephone number of an on -site employee or owner to whom emergency notice can be provided The telephone number provided must accept recorded voice messages in the event the contact person does not answer. g. No person under 21 years of age is allowed on the premises of a cannabis dispensary unless such person possesses a valid identification card issued by the California Department of Health Services. A sign must be posted at each entrance to a sales/display area of the dispensary informing patrons of these restrictions.

No person under the age of 21 may be employed at a cannabis dispensary. 30 City of Bellflower
Resolution No. 17-78 - Exhibit A

Page 10 of 11 ends

Each entrance to the cannabis dispensary must be posted with a conspicuous notice stating that smoking, vaping. ingesting, or otherwise consuming cannabis on the premises or in the areas adjacent to the cannabis dispensary is prohibited.

Entrance into any area of the cannabis dispensary where cannabis products are displayed and/or being offered for sale must be locked at all times with entry strictly controlled. A "buzz -in" electronic/mechanical entry system must be utilized to limit access to such areas and to separate them from the outside and/or any adjacent reception/lobby area. The specifics of such entry system must be defined in the Operations Plan.
k Uniformed security personnel must be employed to monitor all entrances and exits of the dispensary and to serve as a visual deterrent to unlawful activities during all hours of operation. Every security guard employed by or provided by the dispensary must be currently licensed by the California Bureau of Security & Investigative Services and in possession of a valid "guard card." The number of security personnel must be identified in the Operations Plan.

All restroom facilities serving the dispensary must remain locked and under the control of management.
m. All law enforcement personnel seeking admission to the dispensary for the purpose of ascertaining compliance with the standards and regulations of this Code must be given unrestricted access to all areas of the premises at all times during hours of operation. Consent to such unrestricted access must be acknowledged by the permittee and included within the Operations Plan. n. All interior spaces of the dispensary which are open and accessible to the public (except restrooms), and all entrances and exits to and from the premises, must be monitored by 24 -hour video security surveillance of at least HD quality with night vision capability. The video security system must be compatible with software and hardware utilized by the City as determined by the Police Chief and set forth in the Operations Plan. Surveillance video must be recorded to a device that is securely located on the premises and all footage must be maintained for a minimum of 90 days. The video surveillance system specifications must be set forth in the Operations Plan before the City issues a certificate of occupancy for the cannabis dispensary.
o. A professionally installed, maintained, and monitored alarm system must be installed. maintained. and operational as approved through the Operations Plan. p. A valid business license must be obtained as required by the BMC. q All food products, food storage facilities, food -related utensils. equipment and materials must be approved, used, managed and handled in accordance with the provisions of the California Retail Food Code (Health & Safety Code § 113700, et seq.). All food products must be protected from contamination at all times, and all food handlers must be clean. in good health, and free from communicable diseases. The Los Angeles County Department of Public Health may inspect the dispensary at any time during business hours to ensure compliance with state and local laws
A physician is not allowed in the cannabis dispensary at any time for the purpose of evaluating patients to issue a medical cannabis prescription or card. 31 City of Bellflower
Resolution No. 17-78 — Exhibit A

Page 11 of 11 ends

s. The dispensary must verify that each person possesses a valid identification card before dispensing medical cannabis or medical cannabis products to any person under the age of 21.
t. A valid identification card as defined in Health and Safety Code § 11362.71 and a valid government -issued identification card must be shown by any person 18 years of age or older in order to be allowed on the cannabis dispensary premises.
u. A valid identification card under Health and Safety Code § 11362.71 and a valid government -issued identification card must be shown by any person 18 years of age or older before the sale of any medical cannabis, medical cannabis products, or cannabis accessories.

NOTICE: THE MCBP DOES NOT BECOME EFFECTIVE UNTIL THE PERMITTEE

COMPLIES WITH ALL CONDITIONS THAT MUST BE COMPLETED BEFORE OPERATIONS COMMENCE. ANY FACILITY THAT COMMENCES OPERATIONS WITHOUT AN

EFFECTIVE MCBP CONSTITUTES AN UNLICENSED CANNABIS FACILITY IN

By signing this document, Aaron Herzberg, on behalf of CalCann Holdings LLC/Bocskor Enterprises LLC, certifies that he/she has read, understood, and agrees to the Project Conditions listed in this document.

Aaron Herzberg
("Applicant")
{If Corporation or similar entity, need two officer signatures or evidence that one signature binds the company}
32 STATE OF CALIFORNIA

COUNTY OF LOS ANGELES )SS

CITY OF BELLFLOWER
I, Mayra Ochiqui, City Clerk of the City of Bellflower, California, do hereby certify under penalty of perjury that the foregoing Resolution No. 17-78 was duly passed, approved, and adopted by the City Council of the City of Bellflower at its Special Meeting of December 18, 2017, by the following vote to wit:

AYES: Council Members — Santa Ines, Dunton, and
Mayor Schnablegger
NOES:

RECUSED:

Dated: December 20, 2017
May O iqui, ity Clerk�/�
Cit of Bellflower, Califoffiia
(SEAL)
Council Members — Koops
Council Members — Garza
33 OTC BELLFLOWER LLC DBA

OFF THE CHARTS

CANNABIS -RELATED BUSINESS

PERMIT APPLICATION
8846 ALONDRA BLVD
BELLFLOWER, CA 90403
MARCH 2026

SUBMITTAL CHECKLIST
This checklist is provided to assist you in assembling a complete application. Please submit three hard -copies along with a digital submittal in a flash -drive.

COMPLETED APPLICATION FORM
Only one complete application is required for multiple applications filed concurrently. Do not submit separate applications for multiple requests.
❑ PUBLIC NOTIFICATION MAP, MAILING LIST AND PUBLIC POSTER State and City law require that property owners near the project site must be notified by mail of public hearings and pending actions on the subject site. To accomplish this, a radius map and mailing labels must be prepared at a 300 - foot radius of the subject site(s). In addition, a notice of public hearing must be posted at the subject site; the content of the public notice poster is subject to City approval. ❑ COPY OF CANNABIS STATE LICENSE (OR APPLICATION — IF PENDING) It is unlawful for any person to engage in a cannabis -related business activity in the City unless the person: (1) has a valid cannabis business permit from the City; and (2) is in compliance with all applicable State and local laws and regulations pertaining to the cannabis business, including the duty to obtain and maintain any required State license(s). Cannabis business permits that are issued must be activated within 30 days after the public hearing approving the cannabis business permit. Activation occurs when the cannabis related business pays all fees, accepts all conditions, provides evidence that it was issued a valid Conditional Use Permit that follows the regulations of Title 17 of the Bellflower Municipal Code; and provides evidence that it applied with the State of California of all applicable State permits and commences operations as determined by the City Manager. ❑ BUSINESS PLAN
A Business Plan must be submitted providing, at a minimum, the following information:

1. A schedule for beginning operation, including (a) narrative outlining any proposed construction and improvements, and (b) a timeline for completion;

2. A budget for construction, operation, maintenance, compensation for employees, equipment costs, utility costs, and other operation and maintenance costs;

3. A pro forma for at least 3 years of operation;

4. How the cannabis -related business, including its exterior areas and surrounding public areas, will be managed to avoid becoming a nuisance or having impact on its neighbors and the surrounding community; and

5. Demonstration that the Applicant will implement a local preference plan to hire City of Bellflower residents at 200 percent above the "living wage" for the federal poverty level for a family of two. ❑ OPERATIONS PLAN
An Operations Plan, including a detailed cash -management plan, must be submitted that includes the operational standards for the type of cannabis -related business proposed as defined in Title 14 of the Bellflower Municipal Code (BMC). These conditions are provided in attachments to this application. The Operations Plan for a cannabis cultivation or manufacturing business must include a detailed water and electrical plan and projections for water use. This plan must be approved by Public Safety Director prior to approval of a Conditional Use Permit. The Operations Plan must also include any additional conditions that the Public Safety Director finds reasonably necessary when considering the location and size of the proposed business. ❑ FIRE PREVENTION AND SUPPRESSION PLAN
A Fire Prevention and Suppression Plan must be submitted that provides a detailed description of fire prevention, fire suppression, HVAC, and alarm systems and includes an assessment of the fire safety of the cannabis -related business by a currently licensed and active Fire Protection Engineer. An appropriate plan will address all possible fire, hazardous material, and inhalation issues/threats and will define both written standards and physical mechanisms to deal with each specific situation.
35 ❑ SECURITY PLAN
A Security Plan must be submitted that includes a description and detailed schematic drawing of the overall security plan for the cannabis -related business. This plan must detail planned operational security, including, without limitation, general security policies for the facility, employee -specific policies, training, sample written policies, transactional security, visitor security, third -party contractor security, and delivery security. The Security Plan must also address access into and out of the business, permitter security, product security (at all hours), internal security measures for access (area specific), types of security systems (alarms and cameras), and security personnel to be employed. The Security Plan must also include an assessment of site security by a security consultant currently licensed by the California Bureau of Security and Investigation Services and in possession of a valid "guard card." The security Plan may be submitted in confidence. Please see the Law Enforcement Conditions of Approval attached to this application that will be applied to each permit approved. ❑ TRAFFIC AND PARKING STUDY
A Traffic and Parking Study prepared by a Licensed Traffic Engineer must be submitted, identifying and potential traffic and parking impacts, as well as feasible measures to mitigate these impacts. This study must be prepared in accordance with the latest edition of the Los Angeles County's Traffic Impact Analysis Guidelines and Institute of Transportation Engineers, Parking Generation Manual.

FLAN KEUUIKEMEN TS (See Attached Guide to Architectural Plan Requirements) Fifteen (15) sets of full-scale plans must be provided at the time of initial submittal, including a site plan, existing and proposed floor plans, and existing and proposed building elevations.

E PHOTOS
Provide a minimum of six (6) color photos illustrating the existing site conditions. ❑ DIGITAL COPIES
All projects are required to submit, at the time of submittal/resubmittal, a compact disc or flash drive that includes digital copies of all illustrative documents (i.e., plans, maps, color photos, color perspectives, virtual models, etc.) ❑ IDENTIFICATION
Provide government -issued identification demonstrating that each Applicant, manager, and employee of the cannabis -related business is 21 years of age or older. ❑

EXISTING CONDITIONAL USE PERMIT (IF APPLICABLE)
36 }uintites. Butnesse. future.s.

OTC BELLFLOWER LLC DBA

OFF THE CHARTS

CANNABIS -RELATED BUSINESS

PERMIT APPLICATION
1) COMPLETED APPLICATION FORM
MARCH 2026
37 CITY OF BELLFLOWER

PLANNING DIVISION
16600 CIVIC CENTER DR.
�! l U! 11LLLtl.O"% BELLFLOWER, CA 90706
562-804-1424
www. bellf ower.orc
Yjrou ul7 7igether'

STAFF USE ONLY
PROJECT CASE NO.:

RECEIVED
BY:

DATE
ENERGOV CASE NO.:

RECEIPT NO.:

ZONING:

GPLU:

CANNABIS - RELATED BUSINESS PERMIT (CBP) & CONDITIONAL

USE PERM T (CUP) APPLICATION
Please complete this application thoroughly and attach all required documentation. If you have any questions about this application process, please email wlee(a)bellflower.cagov and [email protected] APPLICATION FEE: A non-refundable processing fee of S33,589 and CEQA fees must be submitted with this application. A separate processing fee is required for each type of cannabis -related use (i.e. dispensary, cuttivaticn, etc.) being applied for. If approved, a separate annual permit administration fee and annual drug rehabilitation program or homeless prevention program contribution established by Resolution are required tor each type of cannabis -related business permit that is granted.

CBP Category Requested: ❑ Cultivation ❑ Dispensary D Manufacturing ❑ Distribution ❑ Testing Applicant Name: OTC Bellflower LLC DBAOffThe Charts
Business Address (es): 8846 Alondra Blvd Bellflower, CA 90706 Business Mailing Address (if different): 15030 'Ventura Blvd #169 Sherman Oaks, CA 91403 Business Telephone Number (619) 955-9433
Business/Applicant Federal Identification Number (FEIN): 41-4957283 Assessor's Parcel Number(s): 7107-020-011
NOTE: If Applicant is corporate entity, the following information is required (1) copy of the Applicant's Articles of Incorporation or Articles of Organization; (2) copy of the applicant's bylaws or operating agreement; (3) copy of the Applicant's Certificate of Status issued by the California Secretary of State (4) copy of the Applicant's Entity Status Letter from the California Franchise Tax Board. In addition, properties under company ownership (i.e., Corporation, LLC) must provide a statement of Information from the California Secretary of State identifying the company officers. Any application lacking this information will be deemed inccmplete.

Project Description/Type of Cannabis Business (attach additional pages as needed). ype 10 Storefront Resat er Retail sales of commercial cannabis goods sourced from licensed operators, packaged and labeled in their final torm. so d to qualified ctut,mcrs and medical patients
Project Valuation (estimate) S: 500,000 Property Size (scuare feet & acres): 5,378 soft (0.12 acres) Applicant/Authorized Agent: Norman Yousif
Mailing Address: 15030 Ventura Blvd #169
City: Sherman Oaks State: CA Zip: 91403 % of Ownership: 75% Telephone (Day/Night): (619) 955-9433
Email:

Property Owner:

Mailing Address:

City: Long Beach State: CA
Quality Care IPA Medical Group Inc
555 E Pacific Coast Hwy #102
Telephone (Day/Night): (626) 500-5859
Email: victortgapipa.net
Zip: 90806 % of Ownership: 0%
Property Rights: ❑ Owned IN Leased -Term: 1U years (min.10 years required) Evidence of Legal Right to Occupy Property: Attach title deed, lease, or equivalent Jonathan Nguyen
1, (Qualityy Care IPA Medical Group Inc) , am the property owner for the subject property and have read and understand all statements, including the filing requirements for this application. I hereby authorize Norman Yousif to act as my representative and to bind me in all matters concerning this application. I hereby affirm under penalty of perjury that the foregoing statements, facts. and attachments are true and correct. I understand that this application for entitlement may be denied, modified, or approved with conditions, and that such conditions or modifications must be satisfied before a cannabis business permits is valid. I understand that by filing the application, information on the application including, without limitation, to the name and address will be included on public records that are posted on the intemet. A verified signature (e.g., DocuSign) is attached acknowledging and consenting to use of the real property as a cannabis -related business by the Applicant Property Owner's Signatur>
Date
3A h124)U
Applicant's Signature Date
Proprietor Sheet included as Exhibit A.
3 J U RAT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached. and not the truthfulness, accuracy, or validity of that Cocument.

State of California
County of Los e lee
i
i
Subscribed and sworn to (or affirmed) before me on this Id day of McC-ck 20 2 L by 1
-r��
tv c✓1
proved to me on the basis of satisfactory evidence to be the personfewylvho appeared before me.

Signature
(Seal)
ADRIANA R. OROZCO
COMM. it 2401430
NOTA.2YPJBLK •CALIFORNIA
4; 1 LOS ANGELES COUNTY
1qa
Comm. Ex . APR. 20, 2026

OPTIONAL INFORMATION

DESCRIPTION OF THE ATTACHED DOCUMENT
CA m AA:F 3 QcCiTie 5U5 X15
(Title or description of attached doament)
Rc - A C 141. -1 t)s QGwwr
(Title a description of attached downed contnlued)
Number of Pages I Document Date
3j cy/z.G
Additional information

INSTRUCTIONS
•
Tne wording of all Jurars completed h California after January 1, ?)15 must be in the form as set form within this Jurist There are rn exceptions If a Jurist to be completed does not follow this form. the notary must coned the verbiage oy using a prat stamp cordarnng the coned welding or attaching a separate ,,urat form suit as the one win does contain the proper wording. Ir addition, the notary must requre en oath or Amtatnor from the document signer rogarding the trithfutness d the contents of the docunmerr_ The document must be signed AFTER the oath cr at3rmation. ff the docurrent was previously signed, it must be re-signed in front of the notary pubic during the prat process. • State and county information must be the state and county where tte document slgner(s) personally appeared before the notary public. • Date of notarization must be the date the s.gner(s) personaly appeared which must also be the same date the jurat process is completed.
• Print the name(s) of the document signer(s) who personally appear at the time of notarization
• Signature of the notary public must match the sgnature or file with the office of the county clerk.
• The notary seal impression must be dear and photographically reproducible. Impression must not cover text or Ines. If seal impression smudges. re -seal if a sufficient area permits, otherwise complete a different jurist form.
fi Additional information Is rot required but coulc help to ensure this jurat is not misused or attadiec to a
different document.
• Indicate title or type of attached document, numoer of pages and date
• Securely attach this document to the signed document with a staple. 39 'yruavd Ta yrrlbir.

CITY OF BELLFLOWER

PLANNING DIVISION
16600 CIVIC CENTER DR
FELLFLOWER, CA yU/O6
562-804-1424
www bellflower orq

STAFF USE ONLY

PROJECT CASE NO

RECEIVED
BY:

DATE:

ENERGOV CASE NO.:

RECEPT NO.:

ZONING:

CANNABIS - RELATED BUSINESS PERMIT (CBP) & CONDITIONAL

USE PERMIT (CUP) APPLICATION
Please complete this application thoroughly and attach all required documentation. if you have any questions about this application process, please email [email protected],govand [email protected] APPLICATION FEE: A non-refundable processing fee of $33,589 and CEQA fees must be submitted with this application A separate processing fee is required for each type of cannabis -related use (i.e dispensary, cultivation. etc ) being applied for If approved. a separate annual permit administration fee and annual drug rehabilitation program or homeless prevention program contribution established by Resolution are required for each type of cannabis -related business permit that is granted.

CBP Category Requested: ❑ Cultivation ❑ Dispensary ❑ Manufacturing ❑ Distribution ❑ Testing Applicant Name: OTC Bellflower LLC DBA Off The Charts
Business Address (es): 8846 Alondra Blvd Bellflower, CA 90706 Business Mailing Address (if different): 15030 Ventura Blvd #169 Sherman Oaks, CA 91403 Business Telephone Number: (619) 955-9433
Business/Applicant Federal Identification Number (FEIN): 41-4957283 Assessor's Parcel Number(s): 7107-020-011
NOTE: If Applicant is corporate entity, the following information is required (1) copy of the Applicant's Articles of Incorporation or Articles of Organization: (2) copy of the applicant's bylaws or operating agreement: (3) copy of the Applicant's Certificate of Status issued by the California Secretary of State (4) copy of the Applicant's Entity Status Letter from the California Franchise Tax Board. In addition, properties under company ownership (i.e., Corporation, LLC) must provide a statement of Information from the California Secretary of State identifying the company officers. Any application lacking this information will be deemed incomplete.

Project Description/Type of Cannabis Business (attach additional pages as needed):

Type 10 Store rust keta'kr. Retail asks o(cummerni 1 Lannebt. good, ►ou:Led from la.cnxd operators. psckagrd anf in u t arm.

Project Valuation (estimate) $: 500.000 Property Size (square feet & acres): 5.378 sgft (0.12 acres) Applicant/Authorized Agent: Norman Yousif
Telephone (Day/Night): (619) 955-9433
Mailing Address: 15030 Ventura Blvd #169
City: Sherman Oaks State: CA
Email:

Zip: 91403 % of Ownership: 75%
Property Owner. Quality Care IPA Medical Group Inc
Mailing Address: 555 E Pacific Coast Hwy #102 Email: victo11@aPiPa-net City: Long Beach State: ('A Zip: 90806 % of Ownership: 0% Property Rights: ❑ Owned ® Leased -Term: I0 years (min.10 years required) Evidence of Legal Right to Occupy Property: Attach title deed, lease, or equivalent Jonathan Nguyen
I, (Qualityy Care IPA Medical Group Inc) am the property owner for the subject property and have read and understand all statements, including the filing requirements for this application. I hereby authorize Norman Yousif to act as my representative and to bind me in all matters concerning this application. I hereby affirm under penalty of perjury that the foregoing statements, facts, and attachments are true and correct. I understand that this application for entitlement may be denied, modified, or approved with conditions, and that such conditions or modifications must be satisfied before a cannabis business permits is valid. I understand that by filing the application, information on the application including, without limitation, to the name and address will be included on public records that are posted on the intemet. A verified signature (e.g., DocuSign) is attached acknowledging and consenting to use of the real property as a cannabis -related business by the Applicant.

Telephone (Day/Night): (626) 500-5859
Property Owner's Signature Date
Applicant's Signature
elY
Date
3212.c, 40

CALIFORNIA JURAT
GOVERNMENT CODE 1 8202
A notary public or other officer completing this certificate verifies only the Identity of the IndMdual who signed the document to which this certificate Is attached, and not the truthfulness, accuracy, or validity of that document State of California
County of

JUAN GUILLERMO GONZALEZ
Notary Pub,k GUI
Los Angeles ;arty
Comrisswr 82416001
My Corm Expires SeC IS. 2026
Place Notary Seal and/or Stamp Above
Subscribed and sworn too( (or affirmed) before me on 0 this 2 1 day of 4'C; , 20 Z(z. . by Date Month Year
(1) Mirmt»i louSi I
(and (2)
Names) of Signer(s)
),
proved to me on the basis of satisfactory evidence to
be the person(s) who appeared before me.
/1
Signature
Signature o otory Public

OPTIONAL
Completing this information con deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Document
Title or Type of Document
Document Date: Number of Pages:

Slgner(s) Other Than Named Above:

Xis
O2019 National Notary Association
41 OTC BELLFLOWER LLC DBA

OFF THE CHARTS
1) COMPLETED APPLICATION FORM
- CORPORATE DOCUMENTATION

1111111111111 III 1111111111111111111111111111 II IIII 11111111 IIII 11111 11111 11111 1111111111 11111 11111 !)0112111o11IIII till B20260116611

STATE OF CALIFORNIA
Office of the Secretary of State

ARTICLES OF ORGANIZATION

CA LIMITED LIABILITY COMPANY
California Secretary of State
1500 11th Street
Sacramento, California 95814
(916) 657-5448
For Office Use Only
-FILED-
File No.: 820260116611
Date Filed: 3/9/2026
Limited Liability Company Name
Limited Liability Company Name OTC Bellflower LLC
Initial Street Address of Principal Office of LLC
Principal Address 15030 VENTURA BLVD
#169
SHERMAN OAKS, CA 91403
Initial Mailing Address of LLC
Mailing Address 15030 VENTURA BLVD
#169
SHERMAN OAKS, CA 91403
Attention
Agent for Service of Process
Agent Name Sean Maddocks
Agent Address 23 CORPORATE PLAZA DR
#150
NEWPORT BEACH, CA 92660
Purpose Statement
The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the California Revised Uniform Limited Liability Company Act.

Management Structure
The LLC will be managed by One Manager
Additional information and signatures set forth on attached pages, if any, are incorporated herein by reference and made part of this filing.

Electronic Signature
►I By signing, I affirm under penalty of perjury that the information herein is true and correct and that I am authorized by California law to sign.

Sean Maddocks 03/09/2026
Organizer Signature Date
CO
N
N
I
rn
0 N
O
NJ
Ol
w
rn
Received by California Secretary of State
Page413of 1

OPERATING AGREEMENT
OF

OTC BELLFLOWER, LLC

OPERATING AGREEMENT
OF

OTC BELLFLOWER, LLC
THIS OPERATING AGREEMENT is entered into as of March 17, 2026 by all of the undersigned members of OTC BELLFLOWER, LLC, a California limited liability company (the "Company"), with reference to the following:

A. The Members desire to engage in any business activity permitted under the Act and this Operating Agreement (the "Business").

B. The Members desire to conduct the Business in the form of a limited liability company governed by the Act and this Operating Agreement
NOW THEREFORE, in consideration of the foregoing recitals, the mutual covenants contained herein, and for other good and valuable consideration, the Members hereby agree as follows:

ARTICLE I - DEFINITIONS
The following terms used in this Operating Agreement shall have the following meanings (unless otherwise expressly provided herein):
"Act" means the California Revised Uniform Limited Liability Company Act, codified in the California Corporations Code, Section 17000 and following, as the same may be amended from time to time. "Affiliates" of a Member means any Person directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the Member. The term "control" (including the terms "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through membership, ownership of voting securities, by contract, or otherwise.
"Agreement" or "Operating Agreement" means this Operating Agreement as originally executed and as amended from time to time.
"Authorized Units" means the total number of Units which the Company has authority to issue, which shall be determined by the Managing Members from time to time. The Mangers may from time to time designate and issue Units in such classes and series as the Members shall determine in accordance with this Agreement. Upon the designation and issuance of additional Units by the Company, the Members shall cause the Units so issued to be described in an amendment to Schedule "A" attached hereto, which Schedule shall list the name and address of the Units owned by each Member.
"Managing Members" means the person or persons elected by the Members to manage the Company, as set forth in Article IV below, and shall be interpreted to mean the singular "Member" when required by the context. "Buy -Out Event" means of any of the following events or circumstances:
(a) The death or Legal Incompetence (if a natural person) or Financial Insolvency of a Member (unless the resulting Transfer of such Member's interest would constitute a permissible Transfer under Section 13.1 below);
(b) A Transfer or attempted Transfer by a Member of all or any portion of their interest in the Company, except as permitted in Section 13.1 below;
(c) In the case of a Member who is acting as a Member by virtue of being a trustee of a trust or custodianship, the termination of the trust or custodianship (but not merely the substitution of a new trustee or custodian);
2 45

(d) In the case of a Member that is a separate organization other than a corporation, the dissolution and commencement of winding up of the separate organization; (e) In the case of a Member that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter;
(f) In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the Company; and
(g) The breach by a Member of any material term or provision of this Agreement, which breach remains uncured after reasonable notice and opportunity to cure. "Capital Contribution" means (i) the aggregate monetary capital investment (in cash, property or other consideration) by a Member to purchase Units and (ii) services that are contributed and/or agreed to be contributed to the Company by such Member, as listed on Schedule "A" and as may be updated from time to time according to the terms of this Agreement.
"Cause" means: (i) the Member or Member's repeated failure or refusal to perform his legal principal duties and responsibilities as a Member or Member, if such failure or refusal is not cured within ten (10) days after written notice thereof to the Member or Member by the Company; (ii) the willful misappropriation of the funds or property of the Company; (iii) habitual or repeated use of alcohol or illegal drugs in a manner interfering with performance of the Member or Member's obligations under this Agreement or any other agreement with the Company, continuing after written notice to the Member or Member is provided by the Company; (iv) the indictment or conviction in a court of law for, or the entering of a plea of guilty or no contest to a felony or any crime involving moral turpitude, fraud, dishonesty or theft or any crime which is a violation of any law or regulation protecting the rights of employees, which is not related to the operation of the business in conformance with the laws of the state of California that are in conflict with the laws of the federal government; (v) the material nonconformance with the Company's written policies against racial or sexual discrimination or harassment (of which practices and policies the Member or Member is given notice in advance), which nonconformance is not cured (if curable) within ten (10) days after written notice to the Member or Member is provided by the Company; (vi) the commission by the Member or Member of any willful or intentional act which injures or would reasonably be expected to injure seriously the reputation, business or business relationships of the Company or any affiliate thereof, (viii) the breach of this Operating Agreement or any other agreement with the Company by any Member or Member, which breach is not cured (if capable of being cured) within thirty (30) days of receiving written notice thereof, or (ix) a Member's ownership on the Units is prohibited by Law. "Depreciation" means, for each Fiscal Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such Fiscal Year, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, Depreciation shall be an amount that bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted tax basis, provided, however, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Managing Members.
"Descendants" includes adopted children of any generation and descendants of adopted children of any generation as well as natural descendants.
"Entity" means any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, estate, cooperative association or any other entity. "Financial Insolvency" of a Member means:
(a) The making of an assignment for the benefit of creditors by such Member; (b) The filing of a voluntary petition in bankruptcy by such Member; 3 46

(c) The adjudication of such Member as bankrupt or insolvent; (d) The filing by such Member of a petition or answer seeking for such Member any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;
(e) The filing of an answer or other pleading by such Member admitting or failing to contest the material allegations of a petition filed against such Member in any proceeding described in subparagraph (d) above;
(f) The seeking, consent to, or acquiescence by such Member of the appointment of a trustee, receiver, or liquidator of such Member or of all or any substantial part of such Member's properties; (g)
The failure of any proceeding against such Member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation to be dismissed within one hundred twenty (120) days after its commencement, or the failure of any appointment without such Member's consent or acquiescence of a trustee, receiver or liquidator of such Member or of all or any substantial part of such Member's properties to be vacated or stayed within ninety (90) days after such appointment, or the failure of any such appointment to be vacated within 90 days after the expiration of any such stay; or (h) The execution of a judgment against or upon a Member's interest in the Company. "Fiscal Year" means (i) the period commencing on the Effective Date and ending on September 30, 2019, (ii) any subsequent twelve (12) month period commencing on October 1 and ending on September 30, or (iii) any portion of the period described in clauses (i) or (ii) for which the Company is required to allocate Losses, and other items of Company income, gain, loss, or deduction pursuant to Article X hereof. "Founding Member" means each of the parties whom execute a counterpart of this Operating Agreement. "Gross Asset Value" means with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:
(a) The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as determined by the Managing Members, provided that the initial Gross Asset Values of the assets contributed to the Company pursuant to Section 8.1 hereof shall be as set forth on Schedule A hereto;
(b) The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values (taking IRC Section 7701(g) into account), as determined by the Managing Members for a substantial non -tax business purpose, as of the following times: (i) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an interest in the Company; (iii) the liquidation of the Company, or (iv) the grant of an interest in the Company as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in the capacity as Member or by a new Member acting in such capacity or in anticipation of being a Member provided that an adjustment described in clauses (i), (ii) or (iv) of this paragraph shall be made only if the Managing Members reasonably determines that such adjustment is necessary to reflect the relative Percentage Interests of the Members in the Company; (c) The Gross Asset Value of any item of Company assets distributed to any Member shall be adjusted to equal the gross fair market value (taking IRC Section 7701(g) into account) of such asset on the date of distribution as determined by the Managing Members; and (d) The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any 4 47

adjustments to the adjusted basis of such assets pursuant to the IRC, but only to the extent that such adjustments are taken into account in determining Member Accounts pursuant to the Regulations, provided, however, that Gross Asset Values shall not be adjusted pursuant to this subparagraph to the extent that an adjustment pursuant to subparagraph (b) is required in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph. If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraphs (a), (b) or (d) of this definition the Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset, for purposes of computing Profits and Losses. "IRC" means the Internal Revenue Code of 1986, as amended, and all references to specific sections thereof shall include any amended or successor provisions thereto. "Law" means local city ordinances and California state law. "Legal Incompetence" of an individual Member or Member means a declaration of such individual's incompetence, whether for insanity, age, disability or other reason. For this purpose, such declaration shall be made by a duly licensed physician chosen by the Managing Members whose competency is not in question, or by Majority in Interest of the Founding Members if the competency of the sole remaining Member is in question. If such Member or Member disputes such declaration, he may choose a second physician, and said two physicians shall chose a third physician, and the decision of the majority of said physicians as to the competency of such Member or Member shall be binding on all parties. Each party shall bear the cost of the physician chosen by it and the parties shall split the cost of the third physician.
"Majority in Interest" refers to Members whose aggregate Percentage Interests total in excess of fifty percent (50%), or such greater percentage as may be specified herein, of the total Percentage Interests held by all of the Members.
"Member" means a person on the Managing Members duly appointed under Article IV to manage the business of the Company, as well as any person who serves in an interim capacity under that Article. "Member -Member" means any Member who is serving as a Member of the Company. "Material Transactions" means:
(a) the approval of a commitment for any capital expenditures in excess of $150,000 individually or $1,500,000 in the aggregate during any 12 -month period; (b) the approval of any sale, lease, transfer or other disposition of any asset of the Company or any business or business division of the Company having a fair market value, a sale price or book value at the time of disposition in excess of $150,000 individually or $1,500,000 in the aggregate during any 12 -month period, such approval is not necessary for the sales of product in the ordinary course of business;
(c) the annual determination of the compensation and benefits package (including base salary, bonus plans, benefit plans and other prerequisites) for any employees whose base salary will exceed $75,000 during any consecutive 12 -month period or for any officer or manager whose base salary will exceed $130,000 during any consecutive 12 -month period; (d) the engagement, employment or termination of any person or entity (including, without limitation counsel, auditors, consultants, accountants and employees) whose gross annual fees or other compensation are reasonably likely to exceed $9,000 in any month or $100,000 in the aggregate during any 12 -month period;
(e) the settlement by the Company of any lawsuit for an amount in excess of $25,000 (excluding settlements that are covered by insurance) that adversely affects the ability of the Company to carry on its business as contemplated by this Agreement;
5 48

(f) the adoption of or modification to the insurance program of the Company; (g) entering into any contract of any sort not in the ordinary course of the Company's business; (h) the establishment, amendment or termination of any employee pension or other benefit plan; (i) approving any contract to be entered into between the Company and any other Member or an Affiliate of a Member;
(j) incurring term debt in excess of $50,000 (except for trade payables incurred in the ordinary course of the Company's business or unsecured borrowings from a Member upon arm's length commercial terms) or open any line of credit in excess of $75,000; this term shall not take effect until after the first 12 -months of operation;
(k) admitting any new Members other than for the conversion of outstanding Units in the Company; (1) making loans to or borrowing money from any Member or an Affiliate of a Member in excess of $5,000.00 during any fiscal year;
(m) determining the amount of any addition or reduction to the Company's cash reserves for any Fiscal Year, as required to calculate the Net Cash Flow for such Fiscal Year, which in turn determines the aggregate amount of any distributions to the Members pursuant to Section 11.1. in excess of the Tax Amount for such Fiscal Year;
(n) forgiving debt;
(o) determining eligibility for indemnification protection pursuant to Section 19.5; (p) approving annual budgets;
(q) acquiring from any Person any corporation, company, partnership, association, business or business division, whether by stock purchase, asset purchase, contribution, merger or other business combination or otherwise;
(r) modifying, reducing or eliminating indemnification protection of the Members as provided in the Articles of Organization;
(t) modifying the terms of this Agreement or the Company's Articles of Organization; (u) filing a petition in bankruptcy, insolvency, making an assignment for the benefit of creditors by or of the Company or taking any action which would constitute a bankruptcy event or substantial equivalent thereof;
(v) causing or permitting the sale of the Company through sale of assets, merger, consolidation or reorganization or otherwise with any Person;
(w) issuing additional Units, making additional capital contributions or otherwise causing the dilution of the Members;
(x) approving a Transfer other than as specifically excluded from the Managing Members consent under this Agreement;
(y) electing to dissolve and terminate the Company; and (z) taking any action that would jeopardize the Company's characterization as a partnership under the 6 49

IRC or the Company's compliance with applicable Law.
"Member" means each of the parties whom execute a counterpart of this Operating Agreement as a Founding Member or execute a subscription agreement to acquire Units, ratified by the Managing Members, as listed in Schedule "A", as amended from time to time.
"Member Account" has the meaning set forth in Article IX of this Agreement. "Net Cash Flow" means (a) all cash receipts of the Company during such year, from whatever source, whether or not taxable (excluding only capital contributions by Members), plus (b) any cash that becomes available during such year by reason of a reduction in the cash reserves of the Company, referred to in (d) below, less (c) all cash expenditures and cash losses of the Company during such year, whether capital or current, tax deductible or nondeductible (including debt service payments and excluding only distributions to Members), and less (d) reasonable additions during such year to Company cash reserves deemed necessary by the Member for payments on indebtedness, capital improvements or replacements, contingent or unforeseen liabilities, working capital and other Company purposes.
"Percentage Interest" means, with respect to any Member as of any date, the ratio (expressed as a percentage) of the number of Units held by such Member on such date to the aggregate Units held by all Members on such date.

The Percentage Interests shall be set forth on Schedule A hereto, as may be amended from time to time, opposite each Member's name.
"Person" shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such person where the context so admits. "Profits" or "Losses" mean, for each Fiscal Year, an amount equal to the Company's taxable income or loss for such Fiscal Year, determined in accordance with the IRC and the Regulations promulgated thereunder. "Property" means all real and personal property acquired by the Company, including cash, and any improvements thereto, and shall include both tangible and intangible property. "Regulations" refers to the income tax regulations promulgated under the IRC, as amended from time to time (including corresponding revisions of successor regulations). "Units" means an ownership interest in the Company representing a capital contribution in the Company, including any and all benefits to which the holder of such Units may be entitled as provided in this Agreement, together will all obligations of such Person to comply with the terms and provisions of this Agreement.

ARTICLE H - FORMATION, NAME; TERM

2.1 Formation and Name. The Founding Members have formed a California limited liability company under the name of OTC BELLFLOWER, LLC by the filing of Articles of Organization with the California Secretary of State and entering into this Operating Agreement.

2.2 Principal Place of Business. The principal place of business of the Company, at which location the records required to be maintained by Act shall be kept, is 1336 Granite Hills Drive, El Cajon, CA 92019. The Members may at any time change the principal place of business or designate additional places of business of the Company.

2.3 Registered Office and Registered Agent The Company's registered office shall be at 1336 Granite Hills Drive, El Cajon, CA 92019, and the name of its initial registered agent shall be as set forth in the Articles of Organization. The Company may change the registered office and/or the registered agent at such times and from time to time, as the Managing Members may deem advisable.

2.4 Term of the Company. The term of the Company shall commence on the filing of the Articles of Organization and shall continue unless earlier terminated as hereinafter provided. 7 50

ARTICLE III - PURPOSES OF THE COMPANY
The purposes of the Company shall include engaging in the Business and all other businesses and activities the Managing Members chooses to pursue. The Company shall have all powers necessary to the accomplishment of its purposes without the necessity of their specific enumeration herein.

ARTICLE IV — MANAGERS

4.1 Management. The Company shall be managed by its Members. Each Member shall be allowed to vote on the direction and control of the Company and each Member's vote shall be based on their respective Membership Interest Percentage.

4.2 Election of Officers.

4.2.1 The Members may appoint a Chief Executive Officer, a Secretary, Treasurer/Chief Financial Officer and Chief Operating Officer/Chief Development Officer to serve as officers of the Company. A Member may hold one or more of said officer positions. The officers shall serve under the direction of the Members and may be removed with or without cause. As of the date hereof, the Members have appointed the following officers:

Name
Position
Norman Yousif
CEO
Darline Yousif
Secretary
Norman Yousif
Treasurer/CFO

4.3 Removal and Replacement of Officers.

4.3.1 Officers may be removed by an affirmative vote of all Members.

4.4 Resignation and Replacement of an Officer

4.4.1 An Officer resigns by providing written notice to the Members. The resignation takes effect when received at that address, or at a later date stated in the notice of resignation.

4.4.2 Replacement Officers shall serve until replaced by the Members. If a Officer's resignation leaves the Company without any Officer, the Company will be managed by an interim Officer chosen with the unanimous consent of all Members until the Members elect a committee of replacement Members at a properly called Member meeting.

4.5 Authority of the Managing Members.

4.5.1 The Managing Members, acting as a group, has sole authority to manage the Company and is authorized to make any contracts, enter into any transactions, and make and obtain any commitments on behalf of the Company to conduct or further the Company's business;

4.5.2 In Managing Members decisions, excluding Material Transactions, the majority vote of the Managing Members will control; and

4.5.3 For Material Transactions, a unanimous vote of the Managing Members will be required.

4.5.4 Action by the Managing Members requires either:

4.5.4.1 for matters that are not Material Transactions, a resolution approved by the affirmative vote of at least a majority of the Members present at a meeting of the Members scheduled by a prior act of the Members,
8 51

4.5.4.2 for matters that are Material Transactions, a resolution approved by the affirmative unanimous vote of the Members present at a meeting of the Members, (a) scheduled by a prior act of the Members or called upon at least three (3) days' written notice signed by at least four (2) Members, (b) with a quorum present of all of the Members, or

4.5.4.3 a written action, signed by the number of Members necessary to adopt a resolution at a properly called meeting attended by all the Members entitled to vote on the matter.

4.6 Duties of Members.

4.6.1 Each Member must discharge his, her, or its duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Member reasonably believes to be in the best interests of the Company.

4.6.2 A Member may rely on information received from other persons if that reliance is consistent with the Member's duties.

4.6.3 A Member shall not personally, or through an Entity, personally benefit from a business opportunity that would otherwise benefit or interest the Company without obtaining consent from the other disinterested Managing Members.

4.7 Non -Liability of Members for Acts or Omissions in Their Official Capacity. To the full extent permitted by the Act, and except for willful misconduct, gross negligence, or criminal activity, all Members are released from liability for damages and other monetary relief on account of any act, omission, or conduct in the Member's managerial capacity. Additionally, this release does not protect a Member who is a Member from being required by a court to purchase the Units of a Member who successfully contends that the Member -Member has committed actionable oppressive acts. No amendment or repeal of this section affects any liability or alleged liability of any Member for any acts, omission, or conduct that occurred prior to the amendment or repeal.

4.8 No Authority of Members. Except as authorized by the Members in writing, no Member who is not a Founding Member has the authority to make any contracts, enter into any transactions, or make any commitments on behalf of the Company.

4.9 Manner of Acting. The Managing Members may adopt such rules and regulations for the conduct of meetings and the management of the Company not inconsistent with this Operating Agreement or applicable law.

4.10 No Guaranty of Return of Capital or Distribution of Cash. The Members do not, in any way, guarantee the return of the Members' Capital Contributions or the realization of a profit from their investment in the Company.

There is no guarantee of the distribution of any particular amount of cash to Members at any particular times unless the Member has a separate agreement with the Company that stipulates guaranteed payments.

4.11 Place of Meetings. Meetings of the Board shall be held at such place as may be designated for that purpose from time to time by the CEO. Members of the Board may participate in a meeting of the Board by means of conference telephone or similar communications equipment permitting all persons participating in the meeting to hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. Any meeting shall be valid, wherever held, if held with the written consent of such Members of the Board necessary to approve such action, given either before or after the meeting and filed in the Company's records.

4.12 Annual Meeting. The Board shall conduct an annual meeting, to be held following notice by the CEO.

4.13 Special Meetings; Notice. Special meetings of the Board for any purpose may be called at any time by the CEO or by any two Members. Special meetings of the Board shall be held upon four days' written notice or 48 - hour's notice given personally or by telephone, e-mail, facsimile or other similar means of communication. Any such written notice shall be addressed or delivered to each Member at such Member's address as it is shown upon the records of the Company or may have been given to the Company by the Member for purposes of notice or, if such 9 52

address is not shown on records or is not readily ascertainable, at the place in which the meetings of the Board are regularly held. Written notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mail, postage prepaid. Any personal notice shall be deemed to have been given at the time it is personally delivered to the recipient. Written notice by e-mail shall be deemed to have been given at the time it is actually transmitted by the person giving the notice by e-mail to the recipient.

4.14 Waiver. Notice of a meeting need not be given to any Member who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting the insufficiency of notice to such Member at its commencement. All such waivers, consents and approvals shall be filed with the Company's records or made a part of the minutes of the meeting.

4.15 Written Consent. Any action required or permitted to be taken by the Board may be taken without a meeting if such Members necessary to approve such action pursuant to the terms of this Agreement shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a vote of such Members. Any certificate or other document filed which relates to action so taken shall state that the action was taken by the written consent of the Board without a meeting and that this Agreement authorizes the Members to so act. Such statement shall be the prima facie evidence of such authority. Except as otherwise expressly provided in this Agreement, any action required or permitted to be taken by the Board may be taken without a meeting if a majority of the Members provide written consent.

ARTICLE V - RIGHTS AND OBLIGATIONS OF MEMBERS

5.1 Limitation of Liability. Unless otherwise expressly agreed by such Member in writing (e.g. Surety Agreement), no Member shall be personally liable for any debts, obligations, liabilities or losses of the Company, regardless of the particular nature or source thereof, beyond the amount of funds or value of property contributed to the Company by such Member. Notwithstanding the foregoing, unless otherwise excused by the Act, in the event a Member has in fact received the return, in whole or in part, of his capital contribution, he shall be liable for and agrees to repay to the Company up to the amount of such returned contribution, to the extent required by the Act.

5.2 List of Members. The Members of the Company are listed in Schedule "A" of this Operating Agreement, attached hereto and incorporated herein by this reference. Upon written request of any Member, the Managing Members shall provide a list showing the names, addresses, number of Units and Percentage Interests of all Members in the Company.

5.3 Priority and Return of Capital Except as expressly provided herein to the contrary, no Member shall have priority over any other Member, either as to the return of capital contributions or as to distributions; provided that this Section shall not apply to loans (as distinguished from Capital Contributions) which a Member has made to the Company. A1I members shall be entitled to an expedited return of their initial capital contribution, which shall be accomplished by distributing 75% of the Company's Net Profit until such capital contributions have been repaid.

5.4 Withdrawal by a Member. A Member shall have the right under this Operating Agreement to unilaterally withdraw from the Company. In such event, the departing Member's Units will be deemed abandoned and the Company will have no obligation to pay the departing Member for such abandoned Units unless such withdrawal is approved by the unanimous consent of the Managing Members, in which case the departing Member's Units must be paid by the Company to such Member within ninety (90) days of the withdrawal unless otherwise agreed in writing.

5.5 Expulsion of Members. Members may be expelled from the Company for Cause upon final judicial determination that such Member has committed such acts to constitute grounds for expulsion for Cause. A Member may be suspended from performing any services for the Company pending judicial determination, provided: (a) such Member continues to receive his/her/ contracted compensation associated with any employee, independent contractor or other agreement to provide services for the Company, and (b) if final judicial determination that such Member was properly terminated for Cause, the Company reserves the right to offset the redemption purchase price or seek recovery against such expelled Member for such compensation during the suspension period. The prevailing party in such action shall be entitled to reimbursement of reasonable attorney's fees and costs. A Member expelled pursuant to this Section 5.5 shall be subject to the redemption of his or her Units by the Company pursuant to Article XIV of this 10 53

Operating Agreement.

ARTICLE VI - OFFICERS

6.1 Officers. The Officers of the Company shall be a Chief Executive Officer, a Secretary /Treasurer and a Chief Financial Officer/Chief Operating Officer/Chief Development Officer, which officers shall be elected by, and hold office at the pleasure of, the Board, per Section 4.2.2 of this Agreement. The Company may also have, at the discretion of the Board, a Chairman of the Board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers and such other officers as may be appointed in accordance with the provisions of this Agreement.

6.2 Election of Officers. After their election the Members shall meet and organize by electing a CEO from their own number, a Secretary and a Treasurer, and any other officers determined to be necessary by the Board, who may, but need not, be Members. Any two or more of such offices may be held by the same person.

6.3 Tenure of Office; Duties. The tenure of office and duties of all the officers of the Company shall be fixed by the Board.

6.4 Removal and Resignation. Any officer may be removed, either with or without cause, by the Board at any regular or special meeting or by any officer upon whom such power of removal may be conferred by the Board. Any officer may resign at any time by giving written notice to the Board or to the CEO, or to the Secretary of the Company.

Any such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

6.5 Vacancies. A vacancy in any office because of death, incapacity, resignation, removal, disqualification or other cause shall be filled in the manner prescribed in this Agreement for regular appointment to such office.

ARTICLE VII - TAX AND ACCOUNTING MATTERS

7.1 Characterization as a Partnership. It is the intent of the Members that the Company be classified as a partnership for federal and state income tax purposes. Accordingly, the Company shall not make any elections or take any other action to be taxed as a corporation for federal or state income tax purposes.

7.2 Fiscal Year. The Managing Members may at any time change the Fiscal Year of the Company, subject to any applicable limitation of law or regulation.

7.3 Accounting Method The Company books of account shall be maintained, and its income, gains, losses, deductions and credits shall be reported, for both financial and tax accounting purposes, on the accrual basis method of accounting, using sound accounting principles applied consistently. The Managing Members may at any time change the financial and tax accounting method of the Company, subject to any applicable limitation of law or regulation.

7.4 Tax Information. As soon as reasonably practicable after the end of the Company Fiscal Year, the Managing Members shall cause each Member to be furnished with any schedule or statement required by federal income tax law.

7.5 Tax Elections. The Managing Members may make any and all tax elections available to the Company.

ARTICLE VIII - CAPITAL CONTRIBUTIONS; LOANS

8.1 Initial Capital Contributions. The Members have contributed cash or property in the amounts or with the Gross Asset Values as set forth opposite their names in Schedule "A", attached hereto and made a part hereof by this reference.

8.2 Additional Capital Contributions. No Member shall be obligated or permitted to make any additional capital contributions to the Company without such Member's consent and without the permission of the Managing 11 54

Members.

8.3 Loans by Members. The Company may borrow from any Member such amount on such commercially reasonable terms and conditions as the Managing Members and said Member are able to agree upon.

8.4 Interest on Contributions. No interest shall accrue or be paid to any Member on the balance in any Member Account.

8.5 Additional Debt and Equity Investment in the Company. At such time or times as the Managing Members may unanimously decide in its sole discretion, the Company may offer Units to investors to raise additional debt or equity financing for the Company, provided the investor must meet the requirements provided under applicable Law in order to own a Percentage Interest in the Company. The offer of new Units will be at a value determined at the time in the sole judgment of the Managing Members. In the discretion of the Managing Members, any such offering must be made to existing Members first. Existing Members have the first right of refusal to acquire any new Units that may be offered in the future by the Company. This right to acquire new Units shall be initially determined on the proportion of total Units held prior to a subsequent offering.

ARTICLE IX - MEMBER ACCOUNTS

9.1 Member Account A separate capital account (each, a "Member Account") shall be maintained for each Member, into which any funds received by the Company shall be deposited in accordance with the following rules.

9.1.1 To each Member Account there shall be credited (a) such Member's Capital Contributions, and (b) the amount of any Company liabilities assumed by such Member or that are secured by any Property distributed to such Member. The principal amount of a promissory note that is not readily traded on an established securities market and that is contributed to the Company by the maker of the note or a Member related to the maker of the note shall not be included in the Member Account of any Member until the Company makes a taxable disposition of the note or until (and to the extent) principal payments are made on the note;

9.1.2 To each Member Account there shall be debited (a) the amount of money and the Gross Asset Value of any Property distributed to such Member pursuant to any provision of this Agreement, (b) and the amount of any liabilities of such Member assumed by the Company or that are secured by any Property contributed by such Member to the Company;

9.1.3 In the event a Transfer of Percentage Interests occurs in accordance with the terms of this Agreement, the transferee shall succeed to the Member Account of the transferor; and

9.1.4 In determining the amount of any liability for purposes of subparagraphs 9.1.1 and 9.1.2. above there shall be taken into account any applicable provisions of the IRC and Regulations.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Member Accounts are intended to comply with and shall be interpreted and applied in a manner consistent with the Regulations.

In the event the Managing Members shall determine that it is prudent to modify the manner in which the Member Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Company or any Members), the Managing Members may make such modification, provided that it is not likely to have a material effect on the amounts distributed to any Person pursuant to Article XV hereof upon the dissolution of the Company. The Managing Members also shall (a) make any adjustments that are necessary or appropriate to maintain equality between the Member Accounts of the Members and the amount of capital reflected on the Company's balance sheet, as computed for book purposes, and (b) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with the Regulations.

ARTICLE X - ALLOCATION OF PROFITS AND LOSSES

10.1 Profits. Profits calculated within ninety (90) days after the close of any Fiscal Year shall be allocated for accounting and tax purposes on a pro rata basis in proportion to the respective Percentage Interest held by each 12 55

Member and in compliance with applicable tax laws.

10.2 Losses. Losses for any Fiscal Year shall be allocated to the Members on a pro rata basis: (a) in proportion to their positive Member Accounts until such positive Member Accounts equal zero and (b) in proportion to their Percentage Interests.

ARTICLE XI - DISTRIBUTIONS

11.1 Distribution of Net Cash Flow. The Net Cash Flow of the Company may be distributed to the Members on a pro rata basis in proportion to the respective Percentage Interest held by each Member. The timing and amount of distributions shall be determined by the Managing Members in accordance with the Califomia Revised Uniform Liability Company Act and the distributions shall be calculated on the basis of a Fiscal Year. Pro Rata proportion - based distributions shall begin after initial capital investments have been repaid based on the rate discussed in Section

5.3 of this Agreement.

11.2 Distributions Upon Termination. Notwithstanding the foregoing, and after the Company has satisfied or provided for the satisfaction of all the Company's debts and other obligations, distributions in the event of Liquidation of the Company shall be made in accordance with the Members' respective final positive Account balances, as set forth in Section 15.3 below.

11.3 Amounts Withheld. All amounts withheld pursuant to the IRC or any provision of any state, local, or foreign tax law with respect to any payment, distribution, or allocation to the Company or the Members shall be treated as amounts paid or distributed, as the case may be, to the Members with respect to which such amount was withheld pursuant to this Section 11.3 for all purposes under this Agreement. The Company is authorized to withhold from payments and distributions, or with respect to allocations to the Members, and to pay over to any federal, state, local, or foreign government, any amounts required to be so withheld pursuant to the IRC or any provisions of any other federal, state, local, or foreign law, and shall allocate any such amounts to the Members with respect to which such amount was withheld.

11.4 Limitations on Distributions. The Company shall make no distributions to the Members except (a) as provided in this Article XI and Article XIII hereof or (b) as agreed to by all of the Members. A Member may not receive a distribution from the Company to the extent that, after giving effect to the distribution, all liabilities of the Company, other than liability to Members on account of their Capital Contributions, would exceed the fair value of the Company's assets.

ARTICLE XII - ADMISSION OF NEW MEMBERS

12.1 Approval of Managing Members. No person may be admitted to the Company as a Member without the express, written consent of the Managing Members.

12.2 Required Undertakings. A newly admitted Member shall meet all Company requirements for being a Member of the Company (including, without limitation, all requirements prescribed under applicable Law) and execute and deliver all documents necessary to reflect such Member's admission to the Company and such Member's agreement to be bound by the terms and conditions of this Operating Agreement. If a person seeks to become a Member of the Company as a result of a future offering of Units, that person must complete and deliver all agreements and other information required by the Managing Members in connection with such offering prior to being admitted as a Member of the Company.

12.3 Amendment of Operating Agreement or Articles of Organization. In connection with the admission of a new Member, to the extent required by such an event, Schedule "A" to this Operating Agreement shall be amended under Article XVII as necessary to conform to the changed conditions of the Company.

ARTICLE XIII - TRANSFER OF MEMBER'S INTEREST

13.1 Restrictions Upon Transfer by Member. Except as expressly permitted below, a Member may not sell, exchange, assign or otherwise transfer, nor mortgage, pledge or otherwise encumber all or any part of his Percentage 13 56

Interests in the Company, whether voluntarily or involuntarily, by operation of law, order of any court, contract, gift, will, intestacy, Financial Insolvency, division of property in the context of a divorce or separation proceeding, or otherwise (each and all referred to as a "Transfer"), without the consent of the Managing Members, absent which consent any such Transfer or attempted Transfer shall be void and of no effect.

13.1.1 Estate Planning Exception. Notwithstanding the foregoing, a lifetime or testamentary Transfer by any Member to or for the exclusive benefit of his family (spouse or Descendants, or trust or other Entity for the benefit of same), shall be permitted without such consent.

13.1.2 Reorganization Exception. Notwithstanding the foregoing, a Transfer incident to an incorporation, liquidation, distribution, termination, merger, consolidation or transfer of substantially all the assets of said Member, or other reorganization of said Member constituting a mere change in the form of doing business or of holding property, shall be permitted, provided said Member or the persons formerly in control of said Member own the transferred interest in the Company directly or own the controlling interest in the new or surviving Entity. By "control" is meant in excess of 50% of the voting interests.

13.2. Right of First RefusaL In the event a Member receives a bona fide written offer to purchase all or any portion of such Member's Percentage Interests in the Company from an unrelated third party (i.e., a person not described in Section 13.1 above) which such Member desires to accept, such Member shall first offer to sell as much of his Percentage Interests as is covered by the offer to the other Members on the same terms and conditions as offered by the third party by delivering a copy of said third party offer to the other Members (with a cash equivalent value being substituted for any non -cash consideration contained in said third party offer).

The other Members shall then have thirty (30) days to accept said offer in full on the terms and conditions set forth in said offer, and to pay the agreed purchase price for the Percentage Interests in question. (If more than one other Member wishes to exercise this right of first refusal, said Members shall exercise this right together on a pro rata basis in accordance with their respective Percentage Interests.) Acceptance shall be in writing delivered to the transferring Member.

If all of the other Members decline to accept said offer or otherwise waive their rights hereunder, the transferring Member shall be free to accept the offer of purchase from said third party, provided such Member does so within thirty (30) days after the earlier of the end of the thirty (30) day period or receipt of such waiver and provided such Member consummates the sale of its interest, or portion thereof, without any material variation in the terms and conditions stated in said offer. If the thirty (30) day period for acceptance expires or if such Member desires to materially vary any of the terms and conditions of the offer, the Member must follow the procedure set forth above as if the Member were receiving a new offer of purchase.

13.3 Effect of Transfer; Status of Transferee. The Transfer of any Percentage Interests in the Company, voluntary or involuntary, permissible or impermissible, if effective at all, shall be effective only to transfer the transferring Member's economic rights in such Percentage Interests, if any such economic rights exist, and not to transfer such Member's voting or other rights in the Company. Accordingly, any transferee of such interest shall have the status of a mere assignee under Act and shall not be entitled to become, nor to exercise any of the rights of, a Member in the Company unless and until such transferee is admitted as a Member in accordance with Article XII above.

13.4 Tag Along Rights.

13.4.1 Trigger for Tag Along Rights. In the event that (a) any Selling Member or group of Selling Members shall determine to make a Transfer, and (b) the Company does not or the remaining Members do not exercise their rights under Section 13.2 with respect to such Transfer, such sale or other disposition shall not be permitted unless the Selling Member shall offer (or cause the Transferee to offer) to the other Members the right to elect to include at the sole option of such other Members their Percentage Interests in the sale or other disposition to a Transferee.

13.4.2 Tag -Along Notices. The Selling Member shall give notice to the other Members describing the transaction(s) (the "Tag -Along Notice") and at any time within fifteen (15) days after the giving of the Tag - 14 57

Along Notice, the other Members may make an election to include up to the same portion of its Percentage Interests in such a sale or other disposition as are being sold by the Selling Member (e.g., if the Selling Member is selling three -fourths (3/4) of its holdings, the other Members would have the right to sell up to three -fourths (3/4) of their holdings also) (the "Inclusion Election") by giving written notice thereof to the Selling Member and delivering to the designated representative of the Selling Member a certificate or certificates representing that Member's Percentage Interests (the "Tag -Along Percentage Interests"), together with a limited power of attorney that authorizes the Selling Member to sell or otherwise dispose of such Tag -Along Percentage Interests pursuant to the terms of such Transferee's offer.

13.4.3 Identical Terms. The purchase from a Member pursuant to this Section 13.4 shall be on the same terms and conditions, including the price per Percentage Interests and the date of sale or other disposition, as are received by the Selling Member and stated in the Tag -Along Notice.

13.4.4 Notice of Sale Promptly (but in no event later than five (5) business days) after the consummation of the sale or other disposition of Percentage Interests to the Transferee pursuant to the Transferee's offer, the Selling Member shall (a) notify the other Members of the completion thereof; (b) cause to be remitted to the other Members the total sales price attributable to the Percentage Interests that the Selling Member, in behalf of the other Members, sold or otherwise disposed of pursuant thereto; and (b) furnish such other evidence of the completion and time of completion of such sale or other disposition and the terms thereof as may be reasonably requested by other Members.

13.4.5 Waiver of Inclusion Election. If within 15 days after the Tag -Along Notice is given (the "Inclusion Period"), the other Members have not accepted the offer to make an Inclusion Election, the other Members shall be deemed to have waived any and all of their rights with respect to the sale or other disposition described in the Tag- Along Notice. The Selling Member may, after the Inclusion Period, sell or otherwise dispose of its Percentage Interests to the Transferee at a price and on terms not more favorable to the Selling Members than were set forth in the Tag -Along Notice.

13.4.6 Termination of Free Transfer Period If the Selling Member shall not have completed the sale of its Percentage Interests in accordance with the terms of the Tag -Along Notice within 30 days of having given the Tag -Along Notice, each of the restrictions on sale contained in this Agreement with respect to the Selling Member's Percentage Interests shall again be in effect (unless such period is extended with the consent of the other Members).

13.4.7 Permitted Transfers. The rights provided in Section 13.4 shall not be applicable to or restrict in any way: (a) any merger, exchange, consolidation or other reorganization or re -capitalization that involves the Company in which the Percentage Interests of the Company are in substantial part exchanged for or converted into securities of another corporation or cash or both; or (b) any transfer of Percentage Interests by a Member to a Permitted Transferee shall have agreed in writing to be bound by this Agreement effecting the Percentage Interests so transferred. Section 13.3 shall continue to be applicable to the Percentage Interests after any such transfer to the Permitted Transferees and provided further that the Permitted Transferees shall have agreed in writing to be bound by the provisions of this Agreement affecting the Percentage Interests so transferred.

13.4.8 Percentage Interests Subject to Agreement In the event that a sale of Percentage Interests is made to a Transferee pursuant to this Section, the Percentage Interests held by such Transferee shall remain subject to this Agreement in accordance with the provisions hereof.

13.4.9 Transfers Subject to Managing Members Approval Any Transfer made hereunder shall not be valid until approved by majority vote of the Managing Members. The Transferee shall have no right to vote or participate in any distribution to Members until such time as the Transfer has been approved in writing by the Managing Members.

ARTICLE XIV — BUY-OUT OF MEMBER'S INTEREST

14.1 Permissive Buy -Out.
15 58

14.1.1 Upon receiving notice of the occurrence of a "Buy -Out Event," the Founding Members shall have thirty (30) days in which to exercise an option to purchase the entire Units of the Member to whom or by whom the Buy -Out Event has occurred (the "Liquidating Member"). (If more than one Founding Member wishes to exercise this option to purchase, said Members shall exercise this option together on a pro rata basis in accordance with their respective Units.) The exercise of said option shall be made by giving written notice of a cash offer to the Liquidating Member or the personal representative, trustee or other successor -in -interest of the Liquidating Member. The buy-out price for such Liquidating Member's Interest shall equal the positive Member Account balance of such Liquidating Member (the "Buy -Out Valuation").

14.1.2 In the event that the Members elect to purchase such Liquidated Member's Units, or the Company redeems the Units pursuant to Section 14.1.1 above, the Liquidated Member hereby agrees to accept, as full and adequate consideration of such interest from each of the purchasing parties: (a) if the Buy -Out Valuation is less than $50,000.00 then one hundred percent (100%) of the Buy -Out Valuation shall be paid in cash at closing; and (b) if the Buy -Out Valuation is $50,000.00 or more, then (i) fifty percent (50%) of the Buy - Out Valuation will be paid in cash at closing; and (ii) the balance, via a Promissory Note, upon terms negotiated by and between the Liquidated Member and the Managing Members.

14.1.3 If the Founding Members fail to exercise their option hereunder within the 30 -day period, and the Liquidating Member elects not to have the Company redeem the Units, the Liquidating Member will have the right to seek other outside purchasers. Notwithstanding the foregoing, however, any sale of the Liquidating Member's Units to any outside purchaser shall be subject to the approval of the Managing Members.

14.2 Membership Interest. Unless agreed otherwise by the Members, upon the date of the Board of Member's receipt of notice of the occurrence of a "Buy -Out Event," the membership in the Company of the Member as to whom the Buy -Out Event took place shall immediately terminate except with respect to the distribution of Net Cash Flow and the allocation of Losses to the departing Member.

14.3 Redemption Upon Death of a Member. If a Member is an officer, employee or Member of the Company, the Company may redeem such Member's Units in the event of such Member's death, at any time within one hundred twenty (120) days from the date of such Member's death pursuant to this Section 14.3. On an annual basis, the Members will determine the present enterprise market value of the Company in good faith, and the value of the Member's Units under this Section 14.3 will be determined by multiplying the enterprise value of the Company by such Member's Percentage Interests. With respect to key management the Company may, in its sole discretion, secure life insurance policies on its Member -Members as set forth herein.

14.3.1 To ensure that a substantial part of the purchase price for a deceased Member -Member be available in cash upon death, the Company may, in its discretion, purchase life insurance on each Member - Member sufficient to cover the value of such deceased Member -Member's Units.

14.3.2 The Company may, from time to time, procure additional policies on Member -Members' lives to effectuate this redemption. The Company may also release, increase, decrease or modify policies at any time, and in its sole discretion. Each Member -Member hereby agrees to perform all reasonable acts and comply with all reasonable requests to perfect Company's ability to procure life insurance for the Member -Member. The Company shall apply for, be the owner and the primary beneficiary of all policies subject to this Section 14.3, and shall pay all premiums thereto. Additionally, the Company may apply policy dividends to the payment of premiums. The Company will furnish proof of premium payments to the insured Member -Member, upon reasonable request. If Company fails to make premium payments on any policy, within ten (10) days following the due date, the insured Member -Member shall have the right to pay such premium and be personally reimbursed by Company.

14.3.3 Company agrees that it shall not exercise the following rights or privileges granted to the owner of the policy, specifically with respect to borrowing against, surrendering for cash, or changing the beneficiary without the express written consent of the insured Member -Member. Notwithstanding the foregoing, the Company may borrow against or surrender for cash such policies to pay all or a portion of the purchase price of an inter-vivos redemption under Section 14.1, provided, that the Member -Member is the named insured under such policy.
16 59

14.3.4 Upon death of a Member -Member, the Company, as beneficiary, shall promptly file claims to collect, in cash the death proceeds of all policies on the Member -Member's life that are subject to this Section

14.3. Upon collection, and qualification of a representative for the Member -Member's estate (the "Estate"), Company shall purchase all of the Member -Member's Units at a purchase price determined pursuant to this Section 14.3.

14.3.5 In the event that the purchase price of the Units exceeds the proceeds collected by Company, Company shall remit the full balance of the proceeds plus issue a promissory note to the Estate for the balance pursuant to the terms of the promissory note in the form and substance described in Section 14.1.2 and Schedule B attached hereto.

14.3.6 Upon receiving the payment via cash, or in conjunction with the promissory note from Company, the Estate representative (or cause other appropriate parties) shall promptly execute all documents and perform all acts reasonably required by Company to effectuate the delivery, transfer and assignment of the Units to the Company. Such transfer shall be made free and clear of all liens, taxes, claims, debts or any encumbrances whatsoever.

14.3.7 Each Member -Member shall have the right to purchase from the Company, any policy or policies on their life which are subject to this Section 14.3, upon the occurrence of one of the following: (a) the inter- vivos disposition of all of a Member -Member's Units pursuant to a voluntary sale, Section 14.1 or pursuant to any other redemption provisions set forth in such Member -Member's employment agreement, provided that Company has not exercised its rights pursuant to Section 14.3 (c); or (b) upon the termination of this Agreement during the Member -Member's lifetime pursuant to the terms set forth herein. This right to purchase shall be payable in cash, in an amount equal to the cash surrender value as defined in such policy, adjusted to the date of transfer of ownership of the policy to the purchaser.

ARTICLE XIV - DISSOLUTION AND TERMINATION

15.1 Dissolution and Continuation. The Company shall be dissolved upon the occurrence of any of the following events ("Dissolution Events"):

15.1.1 Upon the affirmative vote to dissolve the Company of Founding Members holding two-thirds (2/3) or more of all Percentage Interests of Units held by the Founding Members;

15.1.2 The adjudication of the Company as insolvent, the entry of any order of relief with respect to the Company under any applicable insolvency or bankruptcy against the Company which is not dismissed within 90 days, the filing against the Company of a petition for reorganization under the Federal Bankruptcy Code or any state statute (which is not dismissed within 90 days), a general assignment by the Company for the benefit of creditors, the voluntary claim by the Company that it is insolvent or entitled to relief under any provisions of the Federal Bankruptcy Code (or any state insolvency statute), or the appointment for the Company of a temporary or permanent receiver, trustee, custodian or sequestrator if such receiver, trustee, custodian or sequestrator is not dismissed within ninety (90) days;

15.1.3 Upon the death, resignation, expulsion, bankruptcy (which shall mean being the subject of an order for relief under title 11 of the United States Code), or occurrence of any other event that terminates the continued membership of a Founding Member in the Company unless, within 90 days of such event, the Managing Members, by two-thirds vote, (other than the subject Founding Member) agree to continue the business of the Company;

15.1.4 As otherwise required by the Act, including but not limited to the entry of a decree of involuntary dissolution pursuant to the Act.

15.2 Winding Up the Company. Upon dissolution of the Company, the Members shall immediately commence to wind up the affairs of the Company and shall engage in an orderly disposition of its assets where such can be done at a fair value (except to the extent the Members may determine to distribute any assets to the Members in kind). The items comprising the Profits or Losses of the Company, as the case may be, shall continue to be allocated 17 60

to the Members or their representatives and be credited or charged to their respective Member Accounts in accordance with Articles IX and X above.

15.3 Distribution of Liquidation Proceeds. Pursuant to the winding up of the Company's affairs, the Company assets and the proceeds from the disposition of Company assets shall be applied in order of priority as follows:

15.3.1 First, to creditors of the Company other than Members;

15.3.2 Second, to the payment of compensation to which the Managing Members is entitled by reason of its management of the Company and to the payment of any debts incurred or advancements made by the Managing Members.

15.3.3 Third, to Members for any debts of the Company to such Members; and

15.3.4 Fourth, to Members in accordance with their positive Member Accounts, after the allocation of all Losses and specially allocated items of the Company for all periods.

Each Member shall look solely to the assets of the Company for the return of such Member's investment in the Company, and if such assets or the proceeds from the liquidation of such assets are insufficient to return said investment, such Member shall have no recourse against any other Member. Liquidating distributions to Members shall be made by the later of (a) the end of the Company taxable year in which liquidation occurs, or (b) ninety (90) days after liquidation.

15.4 Return of Capital Contributions. No Member shall be entitled to the return of specific property contributed to the Company nor to any payments in liquidation of such Member's interest in the Company other than in cash.

15.5 Negative Member Account Balance. Notwithstanding anything to the contrary in this Agreement, if any Member has a deficit Member Account balance (after giving effect to all contributions and other adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have the obligation to make a contribution to the capital of the Company in order to satisfy such delinquency, and the negative balance of such Member's Account shall be considered a debt owed by such Member to the Company.

15.6 Articles of Cancellation. When all debts, liabilities and obligations of the Company have been paid and discharged or adequate provisions have been made for the same and all of the remaining property and assets of the Company have been distributed to the Members, the Company shall file appropriate documents with the Secretary of State of Califomia to cancel the Articles of Organization.

ARTICLE XVI — POWER OF ATTORNEY

16.1 Grant of Power. Each Member signatory hereto does irrevocably constitute and appoint the Managing Members as his true and lawful attorney and agent with full power and authority in his name, place and stead to execute, acknowledge, deliver, file and record documents which will include, but not be limited to the following: (a) Articles of Organization, as well as amendments thereto, under the laws of the State of Califomia, or the laws of any other state in which such Articles or equivalent are required to be filed; (b) any certificates, instruments and documents, including Fictitious Name Certificates, as may be required by, or may be appropriate under the laws of any state or other jurisdiction in which the Company is doing or intends to do business in connection with the use of the name of the Company by the Company; (c) any other instrument which may be required to be filed by the Company under the laws of any state or by any governmental agency, or which the Managing Members deems it advisable to file; and (d) any documents which may be required to effect the continuation of the Company, the admission of any additional or substituted Member, or the dissolution and termination of the Company, provided such continuation, admission or dissolution and termination are in accordance with the terms of the Agreement.

16.2 Survival The power of attorney granted herein is expressly intended by each Member to be a special power of attorney coupled with an interest and irrevocable, and such power shall survive the death of any Member and the delivery of any assignment by a Member of all or any portion of his Member interest; except that where the 18 61

assignee thereof has been approved by the Managing Members for admission to the Company, the Power of Attorney shall survive the delivery of such assignment for the sole purpose of enabling the Managing Members to execute, acknowledge and file the instrument necessary to effect such substitution.

16.3 Further Action. Pursuant to the power of attorney granted here by the Members to the Managing Members, each Member authorizes said attorney to take any further action which said attorney shall consider necessary or convenient in connection with any of the foregoing, hereby giving said attorney full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the foregoing as fully as said Member might or could do if personally present, and hereby ratifying and confirming all that said attorney shall lawfully do or cause to be done by virtue hereof.

16.4 Managing Members. The Managing Members, when exercising this power of attorney for each Member, may do so by a facsimile signature by one of its officers or by listing all of the Members executing any instrument with a single signature of one of its officers as attorney -in -fact for all of them.

16.5 Indemnity of Members. The Company and its Members shall indemnify and hold harmless each Member from and against all claims and demands, by any Person, that arise in connection with the exercise of the power of attorney.

ARTICLE XVII — AMENDMENTS
This Operating Agreement or the Articles of Organization may be amended, or amended and restated, at any time by the affirmative vote of sixty-six percent (66%) of the Managing Members; provided, however that any such amendments shall not disparately prejudice the rights, preferences and privileges of the Members.

ARTICLE XVIII — RECORDS

18.1 Contents and Location of Records. The Company will maintain at its principal place of business, the following records:

18.1.1 A current and a past list, setting forth the full name and last known mailing address of each Member and Member set forth in alphabetical order;

18.1.2 A copy of the Articles of Organization and all articles of amendment thereto, together with executed copies of any powers of attorney pursuant to which any articles have been executed;

18.1.3 Copies of the Company's federal, state and local income tax returns and reports, if any, for the three most recent years or, if such returns and reports were not prepared for any reason, copies of the information and records provided to, or which should have been provided to, or which should have been provided to, the Members to enable them to prepare their federal, state and local tax returns for such period;

18.1.4 Copies of any effective written operating agreements, and all amendments thereto, and copies of any written operating agreements no longer in effect;

18.1.5 Copies of any financial statements of the Company for the three most recent years;

18.1.6 Unless contained in a written operating agreement, a writing setting out:

18.1.6.1 The amount of cash and a statement of the agreed value of other property or services contributed by each Member and the times at which or events upon the happening of which any additional contributions agreed to be made by each Member are to be made;

18.1.6.2 Information that would enable a Member to determine the relative voting rights of the Members on a particular matter if such voting rights are other than on a per capita basis; and

18.1.6.3 Any events upon the happening of which the Company is to be dissolved and its affairs 19 62

wound up;

18.1.6.4 Copies of any written promise by a Member to make a contribution to the Company;

18.1.6.5 Copies of any written consents by the Members to the admission of any person as a Member of the Company;

18.1.6.6 Copies of any written consents by the Members to continue the Company upon an event of withdrawal of any Member;

18.1.6.7 Copies of any other instruments or documents reflecting matters required to be in writing pursuant to this Operating Agreement.

18.2 Inspection. Each Member may:

18.2.1 Inspect and copy during ordinary business hours, at the reasonable request and at the expense of such Member, any of the Company records required to be kept by Section 18.1 above;

18.2.2 From time to time upon reasonable demand, obtain true and full information regarding the state of the business and financial condition of the Company; and

18.2.3 Have performed an accounting of the affairs of the Company whenever circumstances render it just and reasonable.

18.3 Access to Records. Unless the Company agrees otherwise, all Member access to the books and records of the Company must take place during the Company's regular business hours at Company's principal place of business, and upon no less than five (5) business days' prior written notice. The investigating Member is solely responsible for all costs associated with such inspection and shall use best efforts not to disrupt the normal operations of the Company.

Company may impose additional reasonable conditions and restrictions on Members' access to the books and records of the Company, including, without limitation, imposing charges for copying.

ARTICLE XIX — INDEMNIFICATION

19.1 Definitions. For purposes of this Article XIX, the terms defined in this Section have the meanings given them.

19.1.1 "Company" includes any domestic or foreign company that was the predecessor of this Company in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.

19.1.2 "Official Capacity" means (a) with respect to a Member, the position of Member in the Company, (b) with respect to a person other than a Member, the elective or appointive office or position held by an officer, Member of a committee of the Managing Members, if any, or the efforts undertaken by a Member of the Company who acts on behalf of and at the request of the Company, or the employment or agency relationship undertaken by an employee or agent of the Company, and (c) with respect to a Member, Member, officer, employee, or agent of the Company who, while a Member, officer, employee, or agent of the Company, is or was serving at the request of the Company or whose duties in that position involve or involved service as a Member, officer, partner, trustee, or agent of another organization or employee benefit plan, the position of that person as a Member, officer, partner, trustee, employee, or agent, as the case may be, of the other organization or employee benefit plan.

19.1.3 "Proceeding" means a threatened, pending, or completed civil, criminal, administrative, arbitration, or investigative proceeding, including a proceeding by or in the right of the Company. 20 63

19.1.4 "Special legal counsel" means counsel who has not represented the Company or a related company, or a Member, officer, Member of a committee of the Managing Members, if any, employee, or agent whose indemnification is in issue.

19.2 Mandatory Indemnification; Standard

19.2.1 The Company will indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person against judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including reasonable attorney fees and disbursements, incurred by the person in connection with the proceeding, if, with respect to the acts or omissions of the person complained of in the proceeding the person:

19.2.1.1 Has not been indemnified by another organization or employee benefit plan for the same judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including reasonable attorney fees and disbursements, incurred by the person in connection with the proceeding with respect to the same acts or omissions;

19.2.1.2 Acted in good faith;

19.2.1.3 Received no improper personal benefit; and

19.2.1.4 In the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and

19.2.1.5 In the case of acts or omissions occurring in the official capacity described in Section

19.1.2, reasonably believed that the conduct was in the best interests of the Company or reasonably believed that the conduct was not opposed to the best interests of the Company. If the person's acts or omissions complained of in the proceeding relate to conduct as a manager, officer, trustee, employee, or agent of an employee benefit plan, the conduct is not considered to be opposed to the best interests of the Company if the person reasonably believed that the conduct was in the best interests of the participants or beneficiaries of the employee benefit plan.

19.2.2 The termination of a proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent does not, of itself, establish that the person did not meet the criteria set forth in this Section 19.2.

19.3 Advances. If a person is made or threatened to be made a party to a proceeding, the person is entitled, upon written request to the Company, to payment or reimbursement by the Company of reasonable expenses, including reasonable attorney fees and disbursements, incurred by the person in advance of the final disposition of the proceeding,

19.3.1 Upon receipt by the Company of a written affirmation by the person of a good faith belief that the criteria for indemnification set forth in Section 19.2 have been satisfied and a written undertaking by the person to repay all amounts so paid or reimbursed by the Company, if it is ultimately determined that the criteria for indemnification have not been satisfied; and

19.3.2 After a determination that the facts then known to those making the determination would not preclude indemnification under this Article XIX.

The written undertaking required by paragraph 19.3.1. above is an unlimited general obligation of the person making it, but need not be secured and will be accepted without reference to financial ability to make the repayment.

19.4 Reimbursement to Witness. Subject to the qualification under the standards described in Section 19.2, 21 64

the Company will reimburse expenses, including reasonable attorney fees and disbursements, incurred by a person in connection with an appearance as a witness in a proceeding at a time when the person has not been made or threatened to be made a party to a proceeding.

19.5 Determination of Eligibility.

19.5.1 All determinations as to whether indemnification of a person is required because the criteria stated in Section 19.2 have been satisfied and as to whether a person is entitled to payment or reimbursement of expenses in advance of the final disposition of a proceeding as provided in Section 19.3 will be made:

19.5.1.1 By the Managing Members by a majority of a quorum (Members who are at the time parties to the proceeding shall not be counted for determining either a majority or the presence of a quorum);

19.5.1.2 If a quorum under subsection 19.5.1.1 cannot be obtained, by a majority of a committee of the Managing Members, if any, consisting solely of one or more Members not at the time parties to the proceeding, duly designated to act in the matter by a majority of the full Managing Members, if any, including managers who are parties;

19.5.1.3 If a determination is not made under subsections 19.5.1.1 or 19.5.1.2, then by special legal counsel, selected either by a majority of the Managing Members or a committee by vote pursuant to subsections 19.5.1.1 or 19.5.1.2 or, if the requisite quorum of the full Managing Members cannot be obtained and the committee cannot be established, by a majority of the full Managing Members, if any, including managers who are parties;

19.5.1.4 If a determination is not made under subsections 19.5.1.1 through 19.5.1.3, by the majority vote of the Members, excluding the votes held by parties to the proceedings; or

19.5.1.5 If an adverse determination is made under subsections 19.5.1.1 through 19.5.1.4, or under Section 19.5.2, or if no determination is made under subsections 19.5.1.1 through 19.5.1.4, or under Section 19.5.2 within sixty (60) days after the termination of a proceeding or after a request for an advance of expenses, as the case may be, by a court in California, which may be the same court in which the proceeding involving the person's liability is taking or has taken place, upon application of the person and any notice the court requires.

19.5.2 With respect to a person who is not, and was not at the time of the acts or omissions complained of in the proceedings, a Member, officer, or person possessing, directly or indirectly, the power to direct or cause the direction of the management or policies of the Company, the determination whether indemnification of this person is required because the criteria set forth in Section 19.2 have been satisfied and whether this person is entitled to payment or reimbursement of expenses in advance of the final disposition of a proceeding as provided in Section 19.3 may be made by an annually appointed committee of the Managing Members, if any, having at least one Member who is a Member. The committee shall report at least annually to the Managing Members.

19.6 Insurance. The Company may purchase and maintain insurance on behalf of a person in that person's official capacity against any liability asserted against and incurred by the person in or arising from that capacity, whether or not the Company would have been required to indemnify the person against the liability under the provisions of this Section.

19.7 Disclosure. The amount of any indemnification or advance paid pursuant to this Section 19 and to whom and on whose behalf it was paid will be included in the books and records of the Company.

19.8 Discretionary Indemnification of Others. Nothing in this Section limits the ability of the Managing Members to cause the Company to indemnify any person or entity not described in this Article pursuant to, and to the extent described in, an agreement authorized by an act of the Managing Members. 22 65

ARTICLE XVIII - MISCELLANEOUS PROVISIONS

20.1 Notices. All notices or other communications required or permitted to be given pursuant to this Agreement, shall, in the case of notices to be given by the Managing Members, be in writing and shall be considered as property given or made if mailed from within the United States by First Class mail, postage prepaid, or if sent by prepaid telegram, and addressed to the address set forth below a Member's signature to the Agreement, or via electronic mail to the address provided by such Member to the Company from time to time. In the case of notices required or permitted to be given by a Member who is not a Member, the same shall be in writing and shall be considered as properly given or made if mailed by the United States Certified or Registered mail, return receipt requested, or via electronic mail addressed to any of the Members of the Company. Any Member may change his address by giving notice in writing, stating his new address, to the Managing Members, and the Managing Members may change its address by giving such notices to all Members. Commencing on the tenth (10th) day after the giving of such notice, such newly designated address shall be such partner's address for the purpose of all notices or other communications required or permitted to be given pursuant to this Agreement.

20.2 Governing Law. This Operating Agreement is entered into under and shall be govemed by the laws of the State of California without regard to its conflict of law principals. However, in the event of inconsistency between the provisions of this Operating Agreement and those of the Act, the provisions of this Operating Agreement shall be controlling to the extent allowable by law.

20.3 Further Action. The Members hereby covenant and agree without further consideration to execute such additional statements, instruments and documents and to take such further action as is or may become necessary or convenient to fully carry out the provisions and intent of this Operating Agreement or to comply with any applicable laws, rules or regulations.

20.4 Construction. Whenever the singular number is used in this Operating Agreement and when required by the context, the same shall include the plural, and vice versa, and the masculine gender shall include the feminine and neuter genders, and vice versa.

20.5 Headings. The headings in this Operating Agreement are inserted for convenience only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Operating Agreement or any provision hereof.

20.6 Waivers. The failure of any party to seek redress for breach of or to insist upon the strict performance of any covenant or condition of this Operating Agreement shall not constitute a waiver of any subsequent breach of such covenant or condition nor of the right to enforce the same.

20.7 Rights and Remedies Cumulative The rights and remedies provided by this Operating Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

20.8 Severability. If any provision of this Operating Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Operating Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

20.9 Binding Effect. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Operating Agreement, their respective heirs, legal representatives, successors and assigns.

20.10 Counterparts. This Operating Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

20.11 Enforcement In the event of a breach or dispute arising under this Operating Agreement, the non - breaching party or the party prevailing in such dispute shall be entitled to recover its costs, including without limitation reasonable attorneys' fees and court costs, from the breaching or non -prevailing party. 23 66

20.12 Prior Agreements Superseded This Operating Agreement supersedes any prior understandings or agreements between or among the Members, whether written or verbal, respecting the within subject matter and contains the entire understanding of the Members with respect thereto.

20.13 Waiver of Action of Partition. Each of the Members hereto irrevocably waives during the terms of the Company any right it may have to maintain any action for partition with respect to any property of the Company.

20.14 Binding Arbitration. Each of the Members hereto irrevocably waives during the term of the Company any right it may have to maintain any action against the Company or any Member(s) in a court of law, and instead agrees that any dispute in connection with the Company shall be resolved by binding arbitration, before a single arbitrator selected using the rank and strike method, chosen by mutual agreement of the Member and Company, who shall be bound by the selected firm's Commercial Arbitration Rules.

20.15 Spousal Consent Each married Member that resides in a jurisdiction that recognizes community property assets, shall cause such Member's spouse to execute a Spousal Consent substantially in the form set forth in Schedule "C" attached hereto and incorporated herein by this reference. [Signature Page to Follow]
24 67

[Signature Page to Operating Agreement]
IN WITNESS WHEREOF, this Operating Agreement has been executed on the date first written above by all Members:

MEMBERS:
3-17-2026
Date
3-17-2026
Date
3-17-2026
tu(ti'"
Norman Yousif, Founding Member
4'
M doc , Member
Date Darline Yousif, Member
25 68

SCHEDULE"A"
Membership Interests as of March 17th, 2026
Members
Name
Address
Initial Capital
Contribution
Percentage
Interest (fully
diluted)
Percentage
Interest (un-
diluted)
Units Issued
Norman Yousif
$1000
75%
75%
750
Sean Maddocks
--
5%
5%
50 Darline Yousif
--
20%
20%
200
26 69

Secretary of State
Certificate of Status
I, SHIRLEY N. WEBER, PH.D., California Secretary of State, hereby certify:

Entity Name: OTC Bellflower LLC
Entity No.: B20260116611
Registration Date: 03/09/2026
Entity Type: Limited Liability Company - CA
Formed In: CALIFORNIA
Status: Active
The above referenced entity is active on the Secretary of State's records and is authorized to exercise all its powers, rights and privileges in California.

This certificate relates to the status of the entity on the Secretary of State's records as of the date of this certificate and does not reflect documents that are pending review or other events that may impact status.

No information is available from this office regarding the financial condition, status of licenses, if any, business activities or practices of the entity.

IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of March 30, 2026.

SHIRLEY N. WEBER, PH.D.

Secretary of State
Certificate No.: 439965843
To verify the issuance of this Certificate, use the Certificate No. above with the Secretary of State Certification Verification Search available at bizfileOnline.sos.ca.gov. 70 STATE OF CALIFORNIA

FRANCHISE TAX BOARD
PO BOX 942857
SACRAMENTO CA 94257-0540
Entity Status Letter
Date: 3/30/2026
ESL ID: 6514904371
Why You Received This Letter
According to our records, the following entity information is true and accurate as of the date of this letter.

Entity ID: 20260116611
Entity Name: OTC BELLFLOWER LLC
El
El

1. The entity is in good standing with the Franchise Tax Board.

2. The entity is not in good standing with the Franchise Tax Board.

3. The entity is currently exempt from tax under Revenue and Taxation Code (R&TC) Section 23701 .

4. We do not have current information about the entity.

5. The entity was administratively dissolved/cancelled on through the Franchise Tax Board Administrative Dissolution process.

Important Information
• This information does not necessarily reflect the entity's current legal or administrative status with any other agency of the state of California or other governmental agency or body. • If the entity's powers, rights, and privileges were suspended or forfeited at any time in the past, or if the entity did business in California at a time when it was not qualified or not registered to do business in California, this information does not reflect the status or voidability of contracts made by the entity in Califomia during the period the entity was suspended or forfeited (R&TC Sections 23304.1, 23304.5, 23305a, 23305.1).
• The entity certificate of revivor may have a time limitation or may limit the functions the revived entity can perform, or both (R&TC Section 23305b).

Connect With Us
Web: ftb.ca.gov
Phone: 800-852-5711 from 7 a.m. to 5 p.m. weekdays, except state holidays 916-845-6500 from outside the United States
California
Relay Service: 711 or 800-735-2929 (For persons with hearing or speech impairments) FTB 4263A WEB (REV 12-2019)
71 111111111 1111111111111111111 IIII III IIII

STATE OF CALIFORNIA
Office of the Secretary of State

STATEMENT OF INFORMATION

LIMITED LIABILITY COMPANY
California Secretary of State
1500 llth Street
Sacramento, California 95814
(916) 657-5448
iIIIIIIIIIIIIiiiiIIIIIIIIIIiiiiiIIIIIIIIIIIIIIIIlIIIIIIIIIIIIIIIIIIIIIIIII For Offce Use Only
-FILED-
File No.: BA20260539987
Date Filed: 3/9/2026
Entity Details
Limited Liability Company Name
Entity No.

Formed In
OTC Bellflower LLC
B20260116611

CALIFORNIA
Street Address of Principal Office of LLC
Principal Address
15030 VENTURA BLVD
#169
SHERMAN OAKS, CA 91403
Mailing Address of LLC
Mailing Address
Attention
15030 VENTURA BLVD
#169
SHERMAN OAKS, CA 91403
Street Address of California Office of LLC
Street Address of California Office
None
Manager(s) or Member(s)
Manager or Member Name
Manager or Member Address
+ Norman Yousif
15030 VENTURA BLVD
#169
SHERMAN OAKS, CA 91403
+ Darline Yousif
15030 VENTURA BLVD
#169
SHERMAN OAKS, CA 91403
+ Sean Maddocks
23 CORPORATE PLAZA DR
#150
NEWPORT BEACH, CA 92660
Agent for Service of Process
Agent Name
Agent Address
Sean Maddocks
23 CORPORATE PLAZA DR
# 150
NEWPORT BEACH, CA 92660
Type of Business
Type of Business
Retail
Email Notifications
Opt -in Email Notifications
Yes, I opt -in to receive entity notifications via email.

Chief Executive Officer (CEO)
CEO Name
CEO Address
None Entered
Labor Judgment
No Manager or Member, as further defined by California Corporations Code section 17702.09(a)(8), has an outstanding final judgment issued by the Division of Labor Standards Enforcement or a court of law, for which no appeal is pending, for the violation of any wage order or provision of the Labor Code.

CO
N
0 0
N
N
N
Aaegaapag
o
rn
Page712of 2

Electronic Signature
By signing, I affirm under penalty of perjury that the information herein is true and correct and that I am authorized by California law to sign.

Sean Maddocks 03/09/2026
Signature Date
B4484-0721 03/09/2026 12:04 PM Received by California Secretary of State Pagel of 2

IRS
Department Of the Treasury
Internal Revenue Service
Philadelphia, PA 19255-0023
Important Information - Please Read

OTC BELLFLOWER LLC

NORMAN YOUSIF MBR
% NORMAN YOUSIF MBR
15030 VENTURA BLVD UNIT 169
SHERMAN OAKS, CA 91403
We assigned you an employer identification number (EIN) Your EIN is 41-4957283. The name control associated with this EIN is OTCB.

What you need to do
IRS Notice CP575B
March 18, 2026
• If you did not apply for this EIN, visit IRS.cov/EINNotRequested. • Use this EIN and your name exactly as they appear above when you fill out your tax returns. Otherwise, it may cause delays.

Keep a copy of this notice for your records because we'll only send it to you once. You can share a copy with future officers of your organization or anyone asking for proof of your EIN. If your name or address is incorrect as shown, send the correct information to the address at the top of this notice.
• You must file the following forms by the dates shown.

Form Due Date
1065 03/15/2027
What you need to know
If you need to pay certain types of taxes, like employment or corporate income taxes, we'll send you a package with instructions. The package will tell you how to pay your taxes online using the Electronic Federal Tax Payment System (EFTPS). We'IIII also send you a personal identification number (PIN) separately. Be sure to activate your PIN when you receive it, so you can start using the EFTPS.

To learn more about EFTPS, refer to Publication 966, Electronic Choices to Pay All Your Federal Taxes.

If a Limited Liability Company (LLC) elects to be classified as an association taxable as a corporation, the LLC must file Form 8832, Entity Classification Election. If an LLC wants to elect S corporation status and meets certain criteria, the LLC must timely file Form 2553, Election by a Small Business Corporation. In that instance, we'll treat the LLC as a corporation as of the effective date of the S corporation election and the LLC doesn't need to file Form 8832. Visit IRS.gov/LLC and refer to Publication 3402, Taxation of Limited Liability Companies, for more information.

Additional Information
• Refer to Publication 4557, Safeguarding Taxpayer Data: A Guide for Your Business, for tips on keeping your EIN safe. • Find tax forms or publications by visiting IRS.gov/Forms or by calling 800 -TAX -FORM (800-829-3676). • Call us at 800-829-4933 if you can't find what you need online. If you prefer, you can write to the address at the top of this notice.

Notice CP575B
Employer ID Number 41-4957283 Page 1/174

OTC BELLFLOWER LLC DBA

OFF THE CHARTS
1) COMPLETED APPLICATION FORM
- EVIDENCE OF LEGAL RIGHT TO
OCCUPY
MARCH 2026

JanesRE
CommercralReal Estate
March 9, 2026
Quality Care IPA
555 E PACIFIC COAST HWY STE 102,

LONG BEACH, CA
90806
440 W. Whittier Blvd.

La Habra, CA 90631
562-697-3333
562-697-9999 fax
www.fonesRE.net
CA DRE License #00992118
Re: Letter of Intent to Lease — 8846 Alondra Blvd. Bellflower, Ca 90706 (the "Property")
Dear Victor,
I have been authorized to submit a proposal to lease on behalf of OTC Bellflower LLC dba "Off the Charts" (Tenant) for the above captioned property based on but not limited to the following essential terms:

1. Term of Lease: The primary term of this lease shall be for Ten (10) Years.

2. Rent: Tenant agrees to pay Landlord as monthly rent for the approximate 1,447 square foot, freestanding building, an amount equal to: *6,000.00 per month, on a tripe net (NNN) lease basis. The base rent shall increase 3% annually.

3. Option to Extend; Tenant shall have the right to renew the lease for Two (2) additional periods of Five (5) Years. If Tenant should elect to exercise said option, rent shall continue at 3% annual increases from prior year. Tenant must notify Landlord in writing at least Six (6) but no more than Nine (9) months prior to expiration of the original term of the anniversary of the lease to exercise an option period.

4. Use of Premises: The Tenant shall use this location as headquarters for a licensed and approved retail cannabis establishment. The location shall only be used for retail sales and there will never be any cultivation or growing of product at any time.

5. 5ignage: Tenant shall be allowed to maximize signage at the property, so long as all signage receives Landlord's approval and city approval. Tenant shall pay the cost of said signs and sign installation.

6. Quiet Enjoyment: Landlord covenants that Landlord can enter a lease upon the premises.
7,
MAINTENANCE/INSURANCE/PROPERTY TAXES:

The lease shall be deemed a triple net lease (NNN) and Tenant shalt be responsible at Tenant's sole cost and expense to pay for: All Utilities, Property Insurance and Property Taxes and keep the Premises and all improvements in good working order, condition, 76 2 Letter of Intent
and repair (to be further defined in the Lease). Landlord shall have no obligation to repair and maintain the Premises or any improvements.

8. Option Rent: Tenant shall pay Landlord a monthly rental amount of ($1,500.00) per month throughout the application period with the city of Bellflower, Ca. Rent is due on the 1st of each month throughout the application period.

9. Construction Rent: Upon application approval from the city of Bellflower, Ca, Tenant shall pay 50% of the base rent ($3,000.00) due on the 1st of each month throughout the construction period.

10. Entire Rent: Upon opening of business, Tenant shall pay 100% of the base rent & CAM ($6,000.00 + NNN) payable on the 1' of each month to the Landlord. Rent shall be delivered in a manner determined by Landlord's preference further defined in the lease.

11. Security Deposit: $10,000.00
*In unlikely the event Tenants application is rejected by the city of Bellflower, Ca — All "Option Rent" previously paid to Landlord are Non -Refundable to Tenant In said event, the lease shall simply be null and void and both parties shall pursue other opportunities elsewhere.

12. Condition of Premises:

This agreement to Lease shall be specifically subject to the following conditions:
a. Upon delivery of the premises to Tenant, Landlord warrants that there is no significant damage to the existing plumbing, electrical, lighting, and/or heating ventilation and air-conditioning systems.
b. Landlord and tenant executing an actual lease.

13. Brokerage: Lessor shall pay broker a flat fee for the drafting of the lease agreement, only after approval of licensure from the city of Bellflower, Ca. Said fee shall be separately agreed upon.

AGREED AND ACCEPTED:

Quality Care IPA
AGREED AND ACCEPTED:

OTC Bellflower, !LC
77 OTC BELLFLOWER LLC DBA

OFF THE CHARTS
1) COMPLETED APPLICATION FORM
- PROOF OF RESIDENCY
(NORMAN YOUSIF ; 75% OWNER)
MARCH 2026
70 i San Diego County Credit Union
P.O. Box 269040 San Diego, CA 92196-9040
(877) 732-2848 sdccu.com
Norman Najib Yousif
Account Number
Statement Period
01/01/25 - 03/31/25
Page
1 of 6
Account Balance
Summary
Total Checking Accounts
$ 86,602.28
Total Savings Accounts

1.00 Total Loans

0.00 What's New
q.ASSR00t.1
*ROES
Know a Deserving
Teacher?
Nominate them to be .,
at sdccu.com. claw oumneree:

Buy -One -Get -One -FREE /. Access Exclusive
Tickletsto LEGOLAND' �_ •' t(V-- Member Discounts
net
the dsco,nts page in Internet N0J
Branch onliiie banking to learn mute.

Branch online banking to learn more.

Checking - 90: FREE Checking with eStatements
Beginning Balance
Total Deposits/Credits
Total Withdrawals/Debits
Ending Balance
Year -To -Date Dividends
$61,085.75
$55,281.51
$29,764.98
$86,602.28
$0.00
Posting Date Trans. Date Withdrawal
Deposit
Balance
Transaction Description
03/02/25
03/02/25
$
$ 7,536.00
$ 68,621.75

COUNTY OF SAN DI
03/02/25
03/02/25
9,368.00
77,989.75

COUNTY OF SAN DI
03/02/25
03/02/25

63.12 77,926.63
#000025767396
POS UBER EATS' EATS UBER.COM SAN FRANCISCO
03/02/25
03/02/25

40.70 77,885.93
Debit Card
IC* INSTACART INSTACART.COM CA
Date 03/01/25
03/02/25
03/02/25

45.38 77,840.55
Debit Card
DD'DOORDASH LOUISESTR DOORDASH.COM CA
Date 03/01/25
03/02/25
03/02/25
164.48
77,676.07
Debit Card
DD *DOORDASH LASCALA DOORDASH.COM CA
Date 03/01/25
03/02/25
03/02/25
275.00
77,401.07
Debit Card
LIFT SOCIETY INC 310-9128989 CA
Date 02/28/25
03/02/25
03/02/25

13.49 77,387.58
Debit Card
APPLE.COM/BILL CUPERTINO CA
Date 03/01/25
03/03/25
03/03/25
2,052.20
75,335.38

ROUNDPOINT MTG
ID: 1261151164 CO: ROUNDPOINT MTG
NAME: NORMAN YOUSIF
03/03/25
03/03/25
101.80
75,233.58
Debit Card
DD'DOORDASH ROUNDTABL DOORDASH.COM CA
Date 03/02/25
03/04/25
03/04/25

54.00 75,179.58
HomeShield Pest
ID: 0011329001 CO: HomeShield Pest
NAME: Darline Yousif
03/04/25
03/04/25
592.75
74,586.83
Debit Card
IC' COSTCO BY INSTACAR INSTACART.COM CA
Date 03/03/25
03/05/25
03/05/25

29.65 74,557.18
#000025787003
POS UBER EATS* EATS UBER.COM SAN FRANCISCO
79 ) San Diego County Credit Union*
Account Number
Statement Period
01/01/25 - 03/31/25
Page
2 of 6
THE FOLLOWING DISCLOSURES APPLY TO CONSUMER ACCOUNTS ONLY.

IN CASE OF ERRORS OR QUESTIONS ABOUT YOUR ELECTRONIC TRANSFERS Telephone us at (877) 732-2848 or Write us at PO Box 261209, San Diego, CA 92196-1209 as soon as you can, if you think your statement or receipt is wrong or if you need more information about a transfer on the statement or receipt. We must hear from you no later than 60 days after we sent you the FIRST statement on which the error or problem appeared. (1) Tell us your name and SDCCU® account number.
(2) Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.
(3) Tell us the dollar amount of the suspected error.

We will investigate your complaint and will correct any error promptly. If we take more than 10 business days to do this, we will credit your account for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation.

WHAT TO DO IF YOU THINK YOU FIND A MISTAKE ON YOUR STATEMENT REGARDING YOUR OPEN END LOAN If you think there is an error on your statement, write to us at: San Diego County Credit Union, PO Box 261209, San Diego, CA 92196-1209.

In your letter, give us the following information:
• Account information: Your name and SDCCU account number.

Dollar amount: The dollar amount of suspected error.

Description of Problem: If you think there is an error on your bill, describe what you believe is wrong and why you believe it is a mistake.

You must contact us within 60 days after the error appeared on your statement. You must notify us of any potential errors in writing. You may call us, but if you do, we are not required to investigate any potential errors and you may have to pay the amount in question.

While we investigate whether or not there has been an error, the following are true:
• We cannot try to collect the amount in question, or report you as delinquent on that amount.

The charge in question may remain on your statement, and we may continue to charge you interest on that amount. But, if we determine that we made a mistake, you will not have to pay the amount in question or any interest or other fees related to that amount.
• While you do not have to pay the amount in question, you are responsible for the remainder of your balance. • We can apply any unpaid amount against your credit limit.

FINANCE CHARGE CALCULATION
FINANCE CHARGES for Open End Loans are computed by multiplying the unpaid balance of the loan by a daily periodic rate and multiplying the result by the number of days since the last payment. However, when advances are added to the loan, the finance charge is computed on the unpaid balance from the date of last payment to the date of the additional advance, then on the total unpaid balance to the date of payment. The unpaid balance is the amount of the loan outstanding and unpaid at the time each transaction is entered on the account.

IF THE MATTER IS NOT RESOLVED TO YOUR SATISFACTION, OR IF YOU NOTICE ANY ALTERATIONS OR IRREGULARITIES TO YOUR STATEMENT OR ACCOUNT, PLEASE NOTIFY THE SUPERVISORY COMMITTEE AT THE FOLLOWING ADDRESS:

Supervisory Committee, San Diego County Credit Union, PO Box 261209, San Diego, CA 92196-1209.

PRIVACY NOTICE
Federal law requires us to tell you how we collect, share and protect your personal information. Our privacy policy has not changed and you may review our policy and practices with respect to your personal information at sdccu.com/privacy or we will mail you a free copy upon request if you call us at (877) 732-2848.

Federally insured by NCUA
Equal Housing Opportunity

EOUK MOUSING

OPPORTUNITY
Mixed Sources
FSC
80 ) San Diego County Credit Union
Account Number
Statement Period
Page
3 of 6
01/01/25 - 03/31/25
Checking - 90: FREE Checking with eStatements (continued) Posting Date Trans. Date Withdrawal
Deposit
Balance
Transaction Description
03/06/25
03/06/25
$ 27.94
$
$ 74,529.24
Debit Card
DD *DOORDASH MENDOCINO DOORDASH.COM CA
Date 03/05/25
03/06/25
03/06/25

45.27 74,483.97
Debit Card
SHOP.EREWHONM" EREWHON SHOP.EREWHONM CA
Date 03/06/25
03/06/25
03/06/25
657.00
73,826.97
Debit Card
ALERT 360 888-642-4567 OK
Date 03/05/25
03/06/25
03/06/25
438.00
73,388.97
Debit Card
ALERT 360 *001054374 888-642-4567 OK
Date 03/05/25
03/07/25
03/07/25
19,151.59
54,237.38

AMEX EPAYMENT
ID: 0005000008 CO: AMEX EPAYMENT
NAME: NORMAN YOUSIF
03/07/25
03/07/25

75.28 54,162.10
Debit Card
DD *DOORDASH ANGELINIO DOORDASH.COM CA
Date 03/06/25
03/07/25
03/07/25

28.46 54,133.64
Debit Card
DD *DOORDASH 7455SUSHI DOORDASH.COM CA
Date 03/06/25
03/08/25
03/08/25

56.89 54,076.75
#000025782953
POS UBER EATS* EATS UBER.COM SAN FRANCISCO
03/09/25
03/09/25

24.57 54,052.18
Debit Card
IC* INSTACART INSTACART.COM CA
Date 03/08/25
03/09/25
03/09/25
223.39
53,828.79
Debit Card
IC* INSTACART INSTACART.COM CA
Date 03/07/25
03/09/25
03/09/25
107.56
53,721.23
Debit Card
DD *DOORDASH TEHRANROG DOORDASH.COM CA
Date 03/07/25
03/10/25
03/10/25
123.53
53,597.70
Debit Card
DD `DOORDASH SAHARATAS DOORDASH.COM CA
Date 03/09/25
03/11/25
03/11/25
181.59
53,416.11
Debit Card
DO *DOORDASH SHAWARMAG DOORDASH.COM CA
Date 03/10/25
03/11/25
03/11/25
427.96
52,988.15
Debit Card
SHOP.EREWHONM* EREWHON SHOP.EREWHONM CA
Date 03/10/25
03/12/25
03/12/25
179.40
52,808.75
Debit Card
IC` INSTACART INSTACART.COM CA
Date 03/12/25
03/13/25
03/13/25
2,817.07
55,625.82

NYRN MANAGEMENT
03/13/25
03/13/25
3,631.26
59,257.08

NYRN MANAGEMENT
03/13/25
03/13/25
101.56
59,155.52
Debit Card
DD *DOORDASH ANGELINIO DOORDASH.COM CA
Date 03/12/25
03/14/25
03/14/25
555.00
58,600.52
Debit Card
VENMO `Jenny Kleinman Visa Direct NY
Date 03/13/25
03/16/25
03/16/25

43.25 58,557.27
Debit Card
DD *DOORDASH TATSURAME DOORDASH.COM CA
Date 03/14/25
03/16/25
03/16/25

75.76 58,481.51
Debit Card
DD *DOORDASH CRAIGS DOORDASH.COM CA
Date 03/14/25
03/16/25
03/16/25
103.50
58,378.01
Debit Card
DO *DOORDASH LOUISESTR DOORDASH.COM CA
Date 03/15/25
03/16/25
03/16/25
150.00
58,228.01
Debit Card
VENMO *Jennifer Whart Visa Direct NY
81 San Diego County Credit Union'
Account Number
Statement Period
01/01/25 - 03/31/25
Page
4 of 6
Checking - 90: FREE Checking with eStatements (continued) Posting Date Trans. Date Withdrawal
Deposit
Balance
Transaction Description
Date 03/14/25
03/16/25
03/16/25

34.85 58,193.16
#000025759120
POS UBER EATS* EATS UBER.COM SAN FRANCISCO
03/16/25
03/16/25

74.70 58,118.46
#000025770430
POS UBER EATS` EATS UBER.COM SAN FRANCISCO
03/17/25
03/17/25
244.28
57,874.18
Debit Card
DD `DOORDASH KOI DOORDASH.COM CA
Date 03/16/25
03/18/25
03/18/25
163.62
57,710.56
Debit Card
IC' INSTACART INSTACART.COM CA
Date 03/18/25
03/18/25
03/18/25

18.48 57,692.08
Debit Card
IC` INSTACART INSTACART.COM CA
Date 03/18/25
03/18/25
03/18/25
274.37
57,417.71
Debit Card
SHOP.EREWHONM* EREWHON SHOP.EREWHONM CA
Date 03/17/25
03/19/25
03/19/25

9.99 57,407.72
Debit Card
DD' DOORDASHDASHPASS DOORDASH.COM CA
Date 03/19/25
03/20/25
03/20/25
1,000.00
58,407.72

HAPPY PORT INDUS
03/20/25
03/20/25
1,000.00
59,407.72

CORONA WELLNESS
03/20/25
03/20/25
2,000.00
61,407.72

SURVIVORMEDZ
03/20/25
03/20/25

27.94 61,379.78
Debit Card
DD *DOORDASH MENDOCINO DOORDASH.COM CA
Date 03/19/25
03/21/25
03/21/25
146.75
61,233.03
Debit Card
IC' INSTACART INSTACART.COM CA
Date 03/21/25
03/21/25
03/21/25
180.24
61,052.79
Debit Card
DD *DOORDASH ANGELINIO DOORDASH.COM CA
Date 03/20/25
03/21/25
03/21/25

40.00 61,012.79
Debit Card
APF*AR 3100 LLC 310-8446521 CA
Date 03/20/25
03/23/25
03/23/25

82.67 60,930.12
Debit Card
DD *DOORDASH TEHRANROG DOORDASH.COM CA
Date 03/21/25
03/23/25
03/23/25

81.03 60,849.09
Debit Card
IC* INSTACART INSTACART.COM CA
Date 03/22/25
03/23/25
03/23/25
280.36
60,568.73
Debit Card
DD *DOORDASH KOI DOORDASH.COM CA
Date 03/22/25
03/23/25
03/23/25

19.99 60,548.74
Debit Card
Microsoft*Ultimate 1 M 425-6816830 WA
Date 03/22/25
03/25/25
03/25/25
130.46
60,418.28
Debit Card
IC' COSTCO BY INSTACAR INSTACART.COM CA
Date 03/24/25
03/25/25
03/25/25

68.38 60,349.90
Debit Card
IC* INSTACART INSTACART.COM CA
Date 03/24/25
03/25/25
03/25/25

58.92 60,290.98
Debit Card
SHOP.EREWHONM* EREWHON SHOP.EREWHONM CA
Date 03/24/25
03/26/25
03/26/25
250.00
60,040.98
Debit Card
CASH APP*DARLINE YOUSI Oakland CA
Date 03/26/25
03/26/25
03/26/25

60.00 59,980.98
Debit Card

MED'NEWPORT ORTHOPEDIC NEWPORT BEACH CA
Date 03/25/25
03/27/25
03/27/25
2,817.06
62,798.04

NYRN MANAGEMENT
82 f San Diego County Credit Union*
Account Number
Statement Period
Page
5 of 6
01/01/25 - 03/31/25
Checking - 90: FREE Checking with eStatements (continued) Posting Date Trans. Date Withdrawal
Deposit
Balance
Transaction Description
03/27/25
03/27/25
$
$ 3,631.26
$ 66,429.30

NYRN MANAGEMENT
03/27/25
03/27/25

95.00 66,334.30
Debit Card
A.B. SEE OPTICAL 90035 CA
Date 03/25/25
03/27/25
03/27/25
332.00
66,002.30
Debit Card
A.B. SEE OPTICAL 90035 CA
Date 03/25/25
03/27/25
03/27/25

44.27 65,958.03
Debit Card
DD *DOORDASH MENDOCINO DOORDASH.COM CA
Date 03/26/25
03/27/25
03/27/25

12.00 65,946.03
Debit Card

PACIFICA PLAZA CULVER CITY CA
Date 03/25/25
03/27/25
03/27/25

61.23 65,884.80
#000025683140
POS UBER EATS* EATS UBER.COM SAN FRANCISCO
03/28/25
03/28/25

75.00 65,809.80
HomeShield Pest
ID: 0011329001 CO: HomeShieid Pest
NAME: Darline Yousif
03/28/25
03/28/25

75.97 65,733.83
Debit Card
DO *DOORDASH LOUISESTR DOORDASH.COM CA
Date 03/27/25
03/28/25
03/28/25

4.00 65,729.83
Debit Card

WEHO PARKING METERS WEST HOLLYWOO CA
Date 03/26/25
03/28/25
03/28/25
320.00
65,409.83
Debit Card
VENMO *Matthew Jones Visa Direct NY
Date 03/27/25
03/29/25
03/29/25

27.28 65,382.55
#000025742871
POS UBER EATS* EATS UBER.COM SAN FRANCISCO
03/30/25
03/30/25
2,288.43
67,670.98

NYRN MANAGEMENT
03/30/25
03/30/25
2,288.43
69,959.41

NYRN MANAGEMENT
03/30/25
03/30/25

38.03 69,921.38
#000025756786
POS UBER EATS* EATS UBER.COM SAN FRANCISCO
03/30/25
03/30/25

5.15 69,916.23
Debit Card
IC* INSTACART INSTACART.COM CA
Date 03/29/25
03/30/25
03/30/25

59.00 69,857.23
Debit Card
IC* INSTACART INSTACART.COM CA
Date 03/29/25
03/30/25
03/30/25

31.33 69,825.90
Debit Card
DD `DOORDASH MIZLALA DOORDASH.COM CA
Date 03/28/25
03/31/25
03/31/25
7,536.00
77,361.90

COUNTY OF SAN DI
03/31/25
03/31/25
9,368.00
86,729.90

COUNTY OF SAN DI
03/31/25
03/31/25

28.73 86,701.17
Debit Card
DD *DOORDASH TACOBELL DOORDASH.COM CA
Date 03/31/25
03/31/25
03/31/25

65.35 86,635.82
Debit Card
DD *DOORDASH SARITASME DOORDASH.COM CA
Date 03/30/25
03/31/25
03/31/25

33.54 86,602.28
#000025655929
POS UBER EATS* EATS UBER.COM SAN FRANCISCO
Savings - 00: Primary Savings
Beginning Balance
Total Deposits/Credits
Total Withdrawals/Debits
Ending Balance
Year -To -Date Dividends
$1.00
$0.00
$0.00
$1.00
$0.00
83 San Diego County Credit Union*
Account Number
Statement Period
01/01/25 - 03/31/25
Page
6 of 6
Reporting Information for Year 2025
Total Dividends Paid Year -To -Date': $0.00
Total Interest Charge Paid Year -To -Date: $0.00
'Excluding IRA Funds.
84 i San Diego County Credit Union
P.O. Box 269040 San Diego, CA 92196-9040
(877) 732-2848 sdccu.com
Norman Najib Yousif
Account Number
Statement Period
01/01/24 - 03/31/24
Page
1 of 4
Account Balance Summa
Total Checking Accounts
$ 29,975.00
Total Savings Accounts

1.00 Total Loans

0.00 What's New
Set yourself up for WIT"Ills" Buy -One -Get -One -FREE
financial success Tickets toLEGOLAND'
.vith our free resources.

Learn more at sdccu.com/bloo.
heck out the riorotmt, page in Intemet
Branch online banking to learn more.

Qturbotax Gear Up for
Tax Season
Ji at sdccu.com 'orbutaa for delay s.

Checking - 90: FREE Checking with eStatements
Beginning Balance
Total Deposits/Credits
Total Withdrawals/Debits
Ending Balance
Year -To -Date Dividends
$464,900.76
$0.00
$434,925.76
$29,975.00
$0.00
Posting Date Trans. Date Withdrawal
Deposit
Balance
Transaction Description
03/01/24
02/29/24
$ 13.49
$
$ 464,887.27
#000000521630

BP APPLE COM ONE APPLE PARK WAY US CUPERTI
03/06/24
03/06/24
538.48
464,348.79
EDCO
03/07/24
03/07/24

3.00 464,345.79
Debit Card

CITY OF B H PARKING ME BEVERLY HILLS CA
Date 03/06/24
03/13/24
03/13/24
293.65
464,052.14
Debit Card

WYNN LAS VEGAS HOTEL LAS VEGAS NV
Date 03/10/24
03/14/24
03/14/24
575.00
463,477.14
Debit Card
APPRAISALFEE-PRMG WWW.REGGORA.C MA
Date 03/13/24
03/15/24
03/15/24

38.98 463,438.16
#000000105396
POS CVS/PHARMACY #06867 06867-4490 Paradi
03/17/24
03/17/24

39.95 463,398.21
Debit Card
WWW.TAXEXTENSION.COM WWW.TAXEXTENS AZ
Date 03/16/24
03/17/24
03/17/24

39.95 463,358.26
Debit Card
WWW.TAXEXTENSION.COM WWW.TAXEXTENS AZ
Date 03/16/24
03/17/24
03/17/24

39.95 463,318.31
Debit Card
WWW.TAXEXTENSION.COM WWW.TAXEXTENS AZ
Date 03/16/24
03/17/24
03/17/24

39.95 463,278.36
Debit Card
WWW.TAXEXTENSION.COM WWW.TAXEXTENS AZ
Date 03/16/24
03/17/24
03/17/24

39.95 463,238.41
Debit Card
WWW.TAXEXTENSION.COM WWW.TAXEXTENS AZ
Date 03/16/24
03/17/24
03/17/24

39.95 463,198.46
Debit Card
WWW.TAXEXTENSION.COM WWW.TAXEXTENS AZ
Date 03/16/24
03/17/24
03/17/24

39.95 463,158.51
Debit Card
85 San Diego County Credit Union'
Account Number
Statement Period
01/01/24 - 03/31/24
Page
2 of 4
THE FOLLOWING DISCLOSURES APPLY TO CONSUMER ACCOUNTS ONLY.

WHAT TO DO IF YOU THINK YOU FIND A MISTAKE ON YOUR STATEMENT If you think there is an error on your statement, write to us at: San Diego County Credit Union, PO Box 261209, San Diego, CA 92196-1209 or via a Secure Message through Internet Branch online banking at sdccu.com. In your letter, give us the following information:
• Account information: Your name and SDCCU account number. • Dollar amount: The dollar amount of suspected error.
• Description of Problem: If you think there is an error on your bill, describe what you believe is wrong and why you believe it is a mistake.

You must contact us within 60 days after the error appeared on your statement. You must notify us of any potential errors in writing (or electronically). You may call us, but if you do, we are not required to investigate any potential errors and you may have to pay the amount in question.

While we investigate whether or not there has been an error, the following are true:
• We cannot try to collect the amount in question, or report you as delinquent on that amount. • The charge in question may remain on your statement, and we may continue to charge you interest on that amount. But, if we determine that we made a mistake, you will not have to pay the amount in question or any interest or other fees related to that amount.
• While you do not have to pay the amount in question, you are responsible for the remainder of your balance. • We can apply any unpaid amount against your credit limit.

IF THE MATTER IS NOT RESOLVED TO YOUR SATISFACTION, OR IF YOU NOTICE ANY ALTERATIONS OR IRREGULARITIES TO YOUR STATEMENT OR ACCOUNT, PLEASE NOTIFY THE SUPERVISORY COMMITTEE AT THE FOLLOWING ADDRESS:

Supervisory Committee, San Diego County Credit Union, PO Box 261209, San Diego, CA 92196-1209.

PRIVACY NOTICE
Federal law requires us to tell you how we collect, share and protect your personal information. Our privacy policy has not changed and you may review our policy and practices with respect to your personal information at sdccu.com/privacynotice or we will mail you a free copy upon request if you call us at (877) 732-2848.

Federally insured by NCUA
Equal Housing Opportunity
•
W.

BT
OetrIll IOW a.. Ewer.. art,
Mixed Sources
FSC
86 San Diego County Credit Union*
Account Number Statement Period
01/01/24 - 03/31/24
Page
3 of 4
Checking - 90: FREE Checking with eStatements (continued) Posting Date Trans. Date Withdrawal
Deposit
Balance
Transaction Description
WWW.TAXEXTENSION.COM WWW.TAXEXTENS AZ
Date 03/16/24
03/17/24
03/17/24

39.95 463,118.56
Debit Card
WWW.TAXEXTENSION.COM WWW.TAXEXTENS AZ
Date 03/16/24
03/17/24
03/17/24

39.95 463,078.61
Debit Card
WWW.TAXEXTENSION.COM WWW.TAXEXTENS AZ
Date 03/16/24
03/17/24
03/17/24

39.95 463,038.66
Debit Card
WWW.TAXEXTENSION.COM WWW.TAXEXTENS AZ
Date 03/16/24
03/17/24
03/17/24

39.95 462,998.71
Debit Card
WWW.TAXEXTENSION.COM WWW.TAXEXTENS AZ
Date 03/16/24
03/17/24
03/17/24

39.95 462,958.76
Debit Card
WWW.TAXEXTENSION.COM WWW.TAXEXTENS AZ
Date 03/16/24
03/17/24
03/17/24

39.95 462,918.81
Debit Card
WWW.TAXEXTENSION.COM WWW.TAXEXTENS AZ
Date 03/16/24
03/17/24
03/17/24

39.95 462,878.86
Debit Card
WWW.TAXEXTENSION.COM WWW.TAXEXTENS AZ
Date 03/16/24
03/17/24
03/17/24

39.95 462,838.91
Debit Card
WWW.TAXEXTENSION.COM WWW.TAXEXTENS AZ
Date 03/16/24
03/17/24
03/17/24

39.95 462,798.96
Debit Card
WWW.TAXEXTENSION.COM WWW.TAXEXTENS AZ
Date 03/16/24
03/17/24
03/17/24

39.95 462,759.01
Debit Card
WWW.TAXEXTENSION.COM WWW.TAXEXTENS AZ
Date 03/16/24
03/17/24
03/17/24

39.95 462,719.06
Debit Card
WWW.TAXEXTENSION.COM WWW.TAXEXTENS AZ
Date 03/16/24
03/17/24
03/17/24

39.95 462,679.11
Debit Card
WWW.TAXEXTENSION.COM WWW.TAXEXTENS AZ
Date 03/16/24
03/17/24
03/17/24

39.95 462,639.16
Debit Card
WWW.TAXEXTENSION.COM WWW.TAXEXTENS AZ
Date 03/16/24
03/18/24
03/18/24
669.48
461,969.68
#000000584578
BP Frontier C 3 High Ridge Park US Stamfor
03/19/24
03/19/24
135.23
461,834.45
Debit Card
ANCHORA TECHNOLOGIES WWW.ANCHORATE NM
Date 03/18/24
03/19/24
03/19/24
1,172.07
460,662.38
Debit Card
COX COMM SAN DIEGO 800-234-3993 CA
Date 03/18/24
03/19/24
03/19/24
486.85
460,175.53
Debit Card
SQ *CANYON PRINT & SIG gosq.com CA
Date 03/18/24
03/20/24
03/20/24
160.00
460,015.53
Debit Card
PAYPAL 'MTDISPLAYSL 570-208-8920 NJ
Date 03/18/24
03/20/24
03/20/24
2,100.00
457,915.53
Debit Card
IN *LEONARD PROTECTED 601-7187245 MS
Date 03/19/24
03/20/24
03/20/24
427,915.53
30,000.00
Outgoing Wire 60845 OCT HOLDING INC
03/20/24
03/20/24

25.00 29,975.00
Wire Fee 60845
87 01i San Diego County Credit Union*
Account Number
Statement Period
01/01/24 - 03/31/24
Page
4 of 4
Savings - 00: Primary Savings
Beginning Balance
Total Deposits/Credits
Total Withdrawals/Debits
Ending Balance
Year -To -Date Dividends
$1.00
$0.00
$0.00
$1.00
$0.00
Reporting Information for Year 2024
Total Dividends Paid Year -To -Date': $0.00
Total Interest Charge Paid Year -To -Date: $0.00
'Excluding IRA Funds.
88 i San Diego County Credit Union
P.O. Box 269040 San Diego, CA 92196-9040
(877) 732-2848 sdccu.com
Norman Najib Yousif
Statement Period
Account Number
04/01/23 - 04/30/23
Page
1 of 2
Account Balance
Summary
Total Checking Accounts
$ 530,519.20
Total Savings Accounts

1.00 Total Loans

0.00 What's New

SAN DIEGO'S
B
VOTE SDCCU!
BEST Credit Union .r.

BEST Union -Tribune Goo
NOW through May 16
Visit sdccu.com. vote for details.
uy-One-Get-One-FREE
Tickets to LEGOLAND'
Visit the Self Service tab in Intern, •
Branch online banking to learn more.

Your Savings Soar
Vleva today s certificate rates
Visit sdccu.com/GreatRates for details.

Checking - 90: FREE Checking with eStatements
Beginning Balance
Total Deposits/Credits
Total Withdrawals/Debits
Ending Balance
Year -To -Date Dividends
$506,818.22
$26,235.45
$2,534.47
$530,519.20
$0.00
Posting Date Trans. Date Withdrawal
Deposit
Balance
Transaction Description
04/03/23
04/03/23
$ 374.47
$
$ 506,443.75
State Auto - Inb
04/05/23
04/05/23
2,000.00
504,443.75
VENMO
ID: 3264681992 CO: VENMO
NAME: DARLINE YOUSIF
04/11/23
04/11/23
160.00
504,283.75
VENMO
ID: 3264681992 CO: VENMO
NAME: DARLINE YOUSIF
04/14/23
04/14/23
6,337.17
510,620.92

GREENLEAF HR LLC
04/14/23
04/14/23
6,780.55
517,401.47

GREENLEAF HR LLC
04/28/23
04/28/23
6,337.18
523,738.65

GREENLEAF HR LLC
04/28/23
04/28/23
6,780.55
530,519.20

GREENLEAF HR LLC
Reporting Information for Year 2023
Total Dividends Paid Year -To -Date': $0.00
Total Interest Charge Paid Year -To -Date: $0.00
'Excluding IRA Funds.
89 San Diego County Credit Union'
Account Number
Statement Period
04/01/23 - 04/30/23
Page
2 of 2
THE FOLLOWING DISCLOSURES APPLY TO CONSUMER ACCOUNTS ONLY.

While you do not have to pay the amount in question, you are responsible for the remainder of your balance.

We can apply any unpaid amount against your credit limit.

IF THE MATTER IS NOT RESOLVED TO YOUR SATISFACTION, OR IF YOU NOTICE ANY ALTERATIONS OR IRREGULARITIES TO YOUR STATEMENT OR ACCOUNT, PLEASE NOTIFY THE SUPERVISORY COMMITTEE AT THE FOLLOWING ADDRESS:

Supervisory Committee, San Diego County Credit Union, PO Box 261209, San Diego, CA 92196-1209.

PRIVACY NOTICE
Federal law requires us to tell you how we collect, share and protect your personal information. Our privacy policy has not changed and you may review our policy and practices with respect to your personal information at sdccu.com/privacynotice or we will mail you a free copy upon request if you call us at (877) 732-2848.

Federally insured by NCUA
Equal Housing Opportunity
•
11•1 ONGYS
B
Mixed Sources
90 OTC BELLFLOWER LLC DBA

OFF THE CHARTS

CANNABIS -RELATED BUSINESS

PERMIT APPLICATION
2) PUBLIC NOTIFICATION MAP &

MAILING LIST
MARCH 2026

E' PRESS

NOTIFICATION PACKAGE
8846 Alondra Blvd, Bellflower
APNs 7107-020-011
INCLUDES:
300' OWNER LIST
300' RADIUS MAP
(2) SETS OF GUMMED LABELS (IN CITY PKG)

CERTIFICATION
COUNT: 33 (duplicates consolidated)
PREPARED 03/17/2026
FILE #1270QB
[email protected]
www.expressmapping.com
4000 Barranca Pkwy #250, Irvine CA 92604
Local (949) 771-0051
Toll Free (888) 990 -MAPS
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4000 BARRANCA PKWY #250, IRVINE CA 92604
PHONE OR TEXT (949) 771-0051
Certificate of Preparation
The attached list includes the names and addresses of all property owners within 300' from the exterior boundaries of the following addresses/APNs.

ADDRESS: 8846 Alondra Blvd, Bellflower
APNs: 7107-020-011
This information was obtained through First American Core Logic, a data source utilizing the county assessor rolls and other available resources. This information is generally deemed reliable, but is not guaranteed. Return of property addresses that are deemed undeliverable by the United States Postal Service, is therefore, a possibility.

Express Mapping is not responsible for providing further investigation of said labels.

Acceptance of this package acknowledges this fact.

Vawa epruat
Laura Emerson
Express Mapping
[email protected]
Date: 03/17/2026
94 6268-019-006
Juan S Moreno
6268-019-010
Steven M Dollar
6268-019-008 6268-019-009
Maria L & HaII David R Lopez Jesus P & Alma E Perez
6268-019-017
Hamid E Kahen
6268-019-042 6268-019-043
Osmond Yuan Lin Inc Osmond Yuan Lin Inc
6271-007-029 7105-001-002, multiple
Muller Harvey J Co Tr Wri Golden State Lic
7107-019-003
Marie Diaz Sanchez
7107-019-006
Maria I Quezada
7107-019-020, multiple
Cesar G Pena
7107-020-007, multiple
Timothy W Collins
7107-020-015
Paul R Segura
7107-020-018
Lewey Rush
7107-019-004
Jesus G Armenta
7107-019-007
Santos Ventura
6268-019-040
John E Hendershot
6271-007-027
Jerry W Butcher
7105-001-003
Arcp Uo Portfolio V Lp
7107-019-005
Maria D Bejarano
7107-019-008
David & Bridget Hiraga
7107-020-002 7107-020-006
Everwin Investment Inc El Gran Torino Corporation
7107-020-010
Hazel And Fer LIc
7107-020-011
Quality Care Ipa LIc
7107-020-016 7107-020-017
Humberto & Evangelina Salazar Felipe J & Josefina M Caro 7107-020-019
Maria A Ortega
7107-020-020
Rene & Rosaura Ordaz
95 7107-020-021, multiple
Stanley J & Elaine J Zor
7107-020-022
Tk Center Lic
7107-020-029
Zada Cameron Co Tr
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OTC BELLFLOWER LLC DBA

OFF THE CHARTS

CANNABIS -RELATED BUSINESS

PERMIT APPLICATION
3) COPY OF CANNABIS STATE

LICENSE APPLICATION
MARCH 2026

/
In response to the submittal requirement, "Copy of Cannabis State License (or Application — if Pending)," OTC is providing the City of Bellflower with a screenshot from our Department of Cannabis Control (DCC) Accela Portal showing that Application C 10 -26 -0000037 -APP has been submitted and is pending review. OTC acknowledges that a Type 10 Storefront Retailer State License issued by the DCC cannot be granted until local authorization is obtained, as required under state regulations (4 CCR § 15002). Consistent with DCC application procedures, OTC has submitted an initial State License Application to the DCC, including all required materials that do not depend on local approval. Upon issuance of a permit from the City of Bellflower, OTC will promptly provide proof of local authorization to the DCC to finalize the State licensing process. We will subsequently provide the City a copy of our state license upon issuance, and we will not commence operations until all required State licenses and local approvals have been obtained and verified by the City. The following screenshot from our DCC Accela Portal provides proof of application submission:

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3. COPY OF CANNABIS STATE LICENSE (OR APPLICATION - IF PENDING) 101

Storefront..

Yes
Will there be on -site consumption including smoking, No vaporizIng, and/or ingesting of cannabis or cannabis
products on the proposed ratan premises,:

1. Is the proposed premises located within a 600 foot radius No of a school providing instruction in kindergarten, grades 1 through 12, day care center, or youth center?

2. Are you a federally recognized tribe or other sovereign No entity,:

3. Do you have evidence of California Environmental Quality Yes Act (CEQA) compliance or enemption7:

4. Do you have a valid sellers permit issued by the California No Department of Tae and Fee Administration?:

Seller's Permit in process. Yes

5. Now many employees do you have (not counting owners)?: 0 • I do not quality as an employee Number of Employees - Labor Peace Agreement: 0.9 employees not yet required :o enter into a labor peace agreement Is an entity an owner of the commercial cannabis business Yes pursuant to Business and Professions Code section
26001(.1)7.

Are you a locally verified equity applicant or licensee 7:

Would you tike to apply for Equity Fee Relief?:

No
No
what is the estimated gross revenue for the business's 12 Less or equal to 5500.000 month license period?.

Declarations Acknowledged By (Please enter your full legal Norman Yousil name).

Resources Contact
, Department of Consumer Affairs > Emait. mtofltcarnabis iopyngnt O 2018 Sute of C.i.f., .
) Peoria .844i 612 2322
) Address Department of Ca
PO Bin 419136
Rancno Cordova CA 9574

3.1. MEETING AND EXCEEDING REQUIREM E \ TS OF STATE LAW In addition to obtaining and maintaining a Type 10 Storefront Retailer state license, OTC meets and exceeds the requirements of state law for commercial cannabis operations, including, but not limited to, track and trace, inventory, returns, destruction of products, waste management, environmental sustainability, records retention and various other operational requirements. Our SOPS are compliant with Division 10 of the California Business and Professions Code (§§ 26000-26325), which is further clarified with additional provisions for cannabis businesses codified as the Medicinal and Adult Use Cannabis Regulation and Safety Act (MAUCRSA) within the California Code of Regulations (CCR). Our ownership team is comprised of experienced individuals who currently operate and manage 30+ licensed commercial cannabis businesses throughout California, and we are applying this experience in Culver City. The following summarizes our commitment to compliance with key provisions of state regulations and how we meet or exceed minimum requirements.

Operational Requirements - Track and Trace (BPC §§ 26067 — 26069; 4 CCR §§15034, 15049, 15049.2, 15050, & 15051): We utilize Meadow POS software for electronic tracking and storage of required sales records, delivery manifests and inventory that exceed the minimum track and trace requires promulgated by the Department of Cannabis Control (DCC).

Meadow integrates with Metrc to create an inventory management platform with double verification and seamless integration. All required data points are first entered into Meadow, which automatically updates data in our Metrc account.

These state regulations comprise the foundation of our track and trace SOPs, which have been implemented at all of our Califomia facilities without any events of inventory loss, major discrepancy or diversion event.

Operational Requirements - Inventory (4 CCR §§ 15034, 15049, 15052.1, 15423 & 15424): Our robust inventory

3. COPY OF CANNABIS STATE LICENSE (OR APPLICATION - IF PENDING) 102

management control and reporting system allows us to account for all cannabis goods in possession at any given time while preventing the theft and diversion of these cannabis goods to minors and/or the illicit market. This applies mainly to significant discrepancies in inventory, track and trace reporting, acceptance or rejection of shipments. These regulations comprise the foundation of our inventory management SOPs, which have been implemented at all of our licensed California facilities without any events of inventory loss, major discrepancy or diversion.

Operational Requirements - Waste Management (4 CCR § 17223 & Division 30 of the Public Resources Code): OTC stores, manages and disposes of cannabis waste in accordance with waste management laws. This entails the following core principles: (1) Secured waste storage is separate from cannabis product storage and traditional waste; (2) Waste must be rendered unusable and unrecognizable prior to disposal; and (3) Waste is tracked per 4 CCR § 15049(b)(5).

These regulations comprise the foundation of our waste management SOPs, which have been implemented across all licensed California facilities without any waste -related adverse events.

Operational Requirements - Security (4 CCR § 15042-15047): All OTC security operations are conducted within the scope of compliance with these and additional regulations. This includes rigorous policies and procedures for Premises Access Requirements, the Licensee Employee Badge Requirement, Video Surveillance System and balancing state compliance with integration with CCPD and the Los Angeles County Sheriff's Department surveillance systems, Security Personnel, locks and the alarm system. These regulations comprise the foundation of our security SOPs, which have been implemented across all licensed California facilities.

Operational Requirements - Purchase Limits (4 CCR § 15409): We adhere to all state -imposed purchase limits to ensure compliance and facilitate public health. These regulations comprise the foundation of our transactional SOPs, which have been implemented in all of our operational licensed California facilities without any customers exceeding their purchase limits. We advise customers of daily purchase limits set by State law.

Operational Requirements - Recall (4 CCR § 17226 — 17227): We adhere to all voluntary and mandatory recalls for cannabis that has been discovered to be misbranded, deteriorated, adulterated, contaminated or any other negative effects.

Recalls can happen at any point in time and in various parts of the supply chain and we are always ready to enact our recall procedures. These regulations comprise the foundation of our recall SOPs, which have been implemented at all of our licensed California facilities without any adverse events.

Operational Requirements — Quality Assurance, Inspection, Testing (BPC §26110; 4 CCR § 15711-15735): We maintain compliance with all testing requirements throughout the supply chain. These regulations comprise the foundation of our testing SOPs, which have been implemented in our two retail licensed facilities without any events of untested or non -compliant products being sold.

Operational Requirements - Posting and Advertising (4 CCR § 15039-15041.7): We prominently display our local commercial cannabis business license and DCC state license in plain sight for all customers where it can also be viewed by state and local agencies. We only deploy marketing and advertising efforts after we have obtained reliable up to date composition data demonstrating that 71.6% of the audience viewing the advertising or marketing is reasonably expected to be 21 years of age of older. OTC's marketing and advertising does not use depictions of minors under the age of 21, does not contain the use of objects such as toys, inflatables, movie characters, cartoon characters of any other display, depiction or image designed in any manner to likely be appealing to minors under the age of 21, does not advertise free cannabis foods or product giveaways such as buy one get one, free products with donations or contests/ sweepstakes. We never sell or transport cannabis goods that are labeled as beer, wine, liquor, spirits, or any other term that may create a misleading impression that the product is an alcoholic beverage. We use age affirmation to verify that all recipients of direct, individualized communication are 21 years of age or older. We also verify this information before adding any potential customers to our mailing lists or subscriptions to receive further direct marketing materials. These regulations and prohibitions comprise the foundation of our marketing and advertising SOPs, which have been implemented at all of our licensed California facilities without any violations.

Retail Operational Requirements (BPC §§ 26070 — 26071; 4 CCR § 15402-15413): All OTC retail operations are conducted within the scope of compliance with local, state, federal and additional regulations. These regulations are woven into the framework of all Business Plans, Operating Plans and SOPs. Operational topics for Retail SOPs include age and ID

3. COPY OF CANNABIS STATE LICENSE (OR APPLICATION - IF PENDING) 103

1•
41111
_iv Et:*
verification, check -in procedures, processing transactions, customer service, opening and closing procedures, cash handling, recall, customer education, track and trace, purchase limits, cannabis discounts and various other topics that comprise day- to-day operations in a cannabis retail storefront environment. These state regulations comprise the foundation of our retail SOPs, which have been implemented across all licensed California facilities without any citations or violations.

Delivery Operational Requirements (BPC § 26090; 4 CCR § 15414-5427): All OTC delivery operations are conducted in compliance with local, state, federal and additional regulations. These regulations are woven into the framework of all Business Plans, Operating Plans and SOPs. SOP topics include, but are not limited to, delivery employees, deliveries facilitated by technology platforms, delivery to a physical address, cannabis goods during delivery, delivery request receipt, and retailer premises -to -retailer premises transfer. These regulations are the foundation of our delivery SOPs, which have been implemented across all of our licensed California facilities without any serious adverse events.

Protection of Minors (BPC § 26140): We understand the sensitive nature of our business and the associated responsibility we have to protect minors from exposure to cannabis and insulate them from its potentially negative qualities. This includes rigorous measures to keep cannabis products out of the hands of youth, public health outreach and education to local families about preventing access to cannabis, collaboration with local organizations and stakeholders to further advance our understanding of the local landscape, marketing and advertising protocols that ensure our public -facing communications to do not appeal to youth, and many other best practices to protect minors. All of this is amalgamated in our sensitive use protection and outreach measures.

Medical Cannabis Patients' Right of Access (BPC §§ 26320 — 26325): We resoundingly support our medical cannabis patients at all of our stores and never institute any policy or procedure that prohibits their access to medical cannabis. Our compassion program and all associated events are conducted within the compliant supply chain while facilitating access to medical cannabis for these individuals.

Compliance Audits: OTC, its owners, and staff all recognize that the cannabis industry is continually evolving. This means that regulations, including local and state laws, are in a constate state of flux. Accordingly, OTC's Chief Legal Officer and general counsel is responsible for constantly monitoring the legal landscape of the state and all jurisdictions in which we operate and shall update our Standard Operating Procedures and facility protocols to ensure sustained compliance in the face of fluctuating regulations.

3. COPY OF CANNABIS STATE LICENSE (OR APPLICATION - IF PENDING) 104

OTC BELLFLOWER LLC DBA

OFF THE CHARTS

CANNABIS -RELATED BUSINESS

PERMIT APPLICATION
4) BUSINESS PLAN
MARCH 2026

4.A. SCHEDULE FOR BEGINNING OPERATIONS
OTC is familiar with large-scale commercial construction, project management and operational planning as evidenced by the successful launches of all OTC stores throughout the last seven (7) years. OTC has partnered with leading contractors, designers and other third -party vendors in the industry to develop and implement development plans with efficiency and actualize those plans in a way that prevents delays in operational commencement. With the understanding that the city of Bellflower is looking for best -in -class operators, OTC is utilizing its extensive experience in obtaining permits to provide a realistic and conservative timeline for this process and will also work with a local contractor to ensure timely completion of all steps necessary to become operational.

4.A.I. PROPOSED CONSTRUCTION AND IMPROVEMENTS
The proposed property is located at 8846 Alondra Blvd, Bellflower, CA 90706, a standalone retail storefront that can accommodate high volumes of customers with efficiency and discretion. The property exterior and interior have been well - maintained, and we are looking to preserve as much of the existing infrastructure as possible to minimize the timeline for tenant improvements. The project is meticulously planned to blend seamlessly with the existing layout and character of the surrounding environment, leveraging sustainable practices throughout the construction process. The following describes the major elements of our proposed construction and development of this lot:
1) Site Preparation — Initial efforts focus on assessing the site's existing status including the stucco facade, window, sidewalks, parking lot, roofmg, and exterior lighting, aiming to identify potential improvement opportunities for this infrastructure.
2) Exterior Walls and Roof — Fixing any cracks or structural issues in the stucco facade, repairing or replacing roofmg where needed, installing EnviroFilm on all exterior glass; More detail is provided below under Exterior Improvements. 3) Parking Lot Development — Filling any significant cracks in the parking lot and restriping all parking spaces in front of and in the rear of the building, installing bollards.
4) Interior Work_— Interior work includes new casework, milling, epoxy floors, installation of living walls, eco- friendly/LED lighting installation and other design elements to create a warm and inviting environment. Additional interior work includes mechanical and electrical work for the odor control system, which includes energy efficient heating, ventilation, air-conditioning complemented by activated carbon filters installed on all intakes and exhausts for the facility, and ADA-compliant plumbing work to ensure we have an accessible restroom onsite. We also install low - drip irrigation for exterior drought -tolerant landscaping as well as waterwise fixtures for all interior faucets, toilets and other water sources. More detail is provided below under Interior Improvements. 5) Signage — Outfitting the building's frontage above the main entrance with OTC's trademark logo and soft lighting. 6) External Features — Exterior sustainability-focused implementations such as bicycle parking and vehicle charging stations.
7) Final Inspection and Cleanup — Concluding with a comprehensive inspection to ensure all standards are met, followed by a cleanup that adheres to sustainable waste management practices.

Our typical timeline for construction and improvements allocates approximately two (2) months for planning and permitting processes with another four to five (4-5) months to complete the remaining site work and tenant improvements contemplated by our retail operations. The proposed transformation of the existing building formerly occupied as a hair salon and private investment office into our state-of-the-art retail storefront will be executed in alignment with the City's General Plan and associated aesthetic guidelines promulgated in the local zoning code and other applicable sections of the Bellflower Municipal Code (BMC). We apply an incomparable level of dedication to designing our facilities, spanning across the entire premises, the building itself, the interior, signage and overall aesthetic theme. Each community has its own design guidelines and priorities with respect to neighborhood compatibility, and we carefully research each location to ensure we are blending with the community's overall aesthetic. City of Bellflower Applicant submitted revised Business Plan which is included as Exhibit B.

4. BUSINESS PLAN
106

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Brand Style Guide: Our facility's Design Concept is rooted in a carefully crafted style guide that includes, logos, colorways, fonts, and photographic inspiration for various aspects of the overall Off The Charts brand. These thematic principles help us guide various aspects of our business consortium's overall development, such as the facility aesthetic, digital and print marketing materials, consumer education materials, web design, events, community outreach notifications and various other elements.

Exterior Improvements: Our architectural design is grounded in the intent to transform a basic commercial building shell in an existing shopping center into a symbol of the OTC brand and Bellflower community. Our exterior improvements serve to blend our brand with modern, urban elements to personify the hardworking nature of Los Angeles. We aim to preserve the existing stucco shell of the but rehabilitate any portions of the facade where cracks or other structural deficiencies are detected. Three large window panels composed of glass run long the building's frontage and frame the main entrance with a door that opens into the facility's luxurious interior. As guests approach the building they will observe the frontage facade, which features the signature OTC logo in black and snow white and the signature symbol of the upwardsloping arrow, framed by Emerald Green on one side and Frozen Berries on the other. The windows are reflective and opaque to ensure that no cannabis or any other aspect of our operations are visible from outside the facility. Parking lot improvements such as repaving, restriping and updated ADA parking are implemented to improve the condition, appearance and functionality of the parking lot. Safety measures such as enhanced lighting complement the urban elements of the building architecture while making the parking lot easier to navigate. We are in discussions with local artists to paint a mural on the side of the building facing westbound traffic from Alondra Blvd that celebrates Bellflower and its local culture. We are committed to extending exterior improvements of the property beyond our premises to rehabilitate the entire area, including neighboring businesses. The goal is to adorn the neighboring commercial building with similar facade improvements and we are in discussions with the property owner about how we can execute this initiative. At its core, OTC's Bellflower facility is designed to create the feeling of a modern center of commerce at a key intersection on the Alondra corridor that hopefully catalyzes further development of this important main thoroughfare. The renderings provided below depict proposed exterior improvements.

4. BUSINESS PLAN
•
107

Interior Improvements: OTC's exterior design concept rooted in urban modernity is counterbalanced by the artful, vibrant oasis created by the interior design to create a spa -like interior that embraces the natural ethos of the OTC brand and our commitment to wellness. The design concept is grounded in the idea of cannabis as a natural elixir and the ability of nature to provide remedies for modern and traditional stresses and ailments. The transition from the facility exterior through the Main Entrance and into the Retail Floor symbolizes an escape from the day-to-day stresses of urban life into nature. The thematic commitment to nature is further reflected throughout the Retail Floor where concrete flooring runs continuously under the hand -built wood display cases. The incorporation of natural woods throughout the interior shelving and fixtures serves as a tribute to our health and wellness themes. The Retail Floor is composed of one long flower bar that houses our Point of Sales (POS) systems as well as some of our high -end product displays. The layout of the Retail Floor creates a natural flow to the interior space that invites guests to meander the entirety of the space. The Retail Floor is anchored by two juxtaposing green feature walls, each of which incorporates additional natural wood product shelving. The interior is also landscaped with a living wall and potted plants incorporated into the natural shelving and hanging from the ceiling. In addition to natural finishes for all the display cases, fixtures and shelving, the interior seamlessly integrates recessed lighting and two custom, oversized hanging LED light fixtures that are meant to emulate solar radiance over each of the hemispheres within the space. Use of LED lighting and other natural finishes allows us to not only express our natural environment design concept, but sustainable materials also allow us to adhere to our commitment to sustainability. OTC's interior design endeavors to bring the soothing elements of nature inside and create a spa -like environment that allows guests to engage with cannabis and its responsible usage in a stress -free natural setting. Imbuing the design with natural elements helps destigmatize cannabis use and remind guests of its origins as a natural, herbal remedy that has been employed to further health and wellness for centuries. Grounding the design in greenery, landscaping, natural woods and stones serves to symbolize the herbal and medicinal nature of cannabis, reminding guests of the healing ability of nature and our natural environment. The renderings provided below depict proposed interior improvements.

4. BUSINESS PLAN
109

4.A.II. PROPOSED TIMELINE FOR COMPLETION
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The following schedule provides a detailed timeline for becoming operational, including initial entitlement, permitting for tenant improvements, completion of tenant improvements, inspections and eventually opening for business:
3/29/26 Submit State License Application: Submit applications to DCC for Type 10 Storefront Retailer Licenses; we apply our experience and apply for state licensing prior to application submission in accordance with the city's application guidelines.
3/31/26 Cannabis -Related Business Permit Application Submission: OTC submits a completed Cannabis -Related Business Permit (CBP) and Conditional Use Permit (CUP) application to the City of Bellflower City Clerk's Office, including all required documentation, application fees, and proof of an existing Conditional Use Permit (CUP) for the proposed site.
4/30/26 - 5/15/26 Application Completeness Review: The City Manager, or designee, reviews OTC's application for completeness and verifies eligibility under Bellflower's cannabis regulations. During this review, the City may request supplemental documentation, which OTC will provide within seven (7) business days. 6/6/26 - 6/20/26 Closed -Bid Submission for CBP: Per Section 14(F) of Resolution No. 26-05, OTC submits the required sealed bid demonstrating compliance with the City's cannabis regulations and including a guaranteed minimum per -month tax revenue payment to the City.

4. BUSINESS PLAN
110

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6/21/26 - 7/6/26 Applicant Review Preparation: The City anonymizes submissions and prepares the sealed bids and supporting materials for consideration by the City Council. OTC may be required to provide additional clarification or participate in a presentation before City decision makers as part of the dispensary selection process.

I I
7/17/26 - 8/8/26 City Council Public Hearing and CBP Determination: The City Manager schedules a public hearing before the Bellflower City Council. The Council reviews the application, considers public testimony, and determines whether to issue OTC a Cannabis -Related Business Permit. Upon approval, OTC executes the required acknowledgement of acceptance of the conditions of approval and the Cannabis -Related Business Permit becomes effective.

I I
8/9/26 Building Permit Process to Begin: OTC makes appointment with the Planning Department and the Building & Safety Division to submit full set of Tenant Improvement (TI) plans, including Mechanical, Electrical and Plumbing (MEP) plans if necessary, and other required documents to begin permitting. i I
9/9/26 Building Permit Approval: OTC receives and responds to comments, if any and completes all necessary follow up to receive approval on TI plans and obtain a Building Permit.

I I
9/10/26-12/31/26 Construction Timeline: Site Renovation: Contractor begins process of tenant improvements for the overall site, including Mechanical (HVAC + Odor Control); Electrical (Lighting); Plumbing (Restrooms + ADA Upgrade); Landscaping; and general interior and exterior architectural upgrades.

I I
9/10/26 Receive State Licensure: OTC receives Type 10 License from Department of Cannabis Control. t
9/10/26-12/31/26 Construction Timeline: Interior Improvement Work: Contractor begins 45 to 60 -day process of construction for tenant improvements — minor tenant improvements required such as casework, milling, display, and decorative features, such as live plants.
t I
9/10/26-12/31/26 Construction Timeline: Exterior Improvement Work: Contractor to begin hardscaping, parking lot paving and striping, landscaping, exterior painting to reflect OTC branding as displayed in renderings, ADA accessibility upgrades as well as other exterior and customer access enhancements to the site.

I I
9/10/26-12/31/26 Employee Recruitment: Conduct ongoing employee recruitment and interviews of employees during build -out so training can begin upon completion of facility improvements. 1 1
9/10/26-12/31/26 HVAC/Odor Control Install: Odor Control equipment installed by registered professional; install in accordance with approved MEPs.

I I
1/3/27 —1/14/27 Mechanical, Plumbing, Fire, Electrical Inspection: Engage City inspectors to sign off on any electrical, mechanical, fire or plumbing alterations.

I I
1/3/27 —1/14/27 Security System Installation: OTC works with Alert360 to ensure proper installation of Security cameras, biometric/RFID locks, safe, monitoring servers, alarm system and other security measures included in site security plan.

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1/3/27 —1/14/27 Retail Floor Preparation: Install millwork, product shelving, POS systems, stage educational materials, prepare interior lighting.

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4. BUSINESS PLAN
111

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1/3/27 —1/14/27 Overall Facility Preparation: Set up fixtures and equipment in Lobby, install vault and cash storage equipment, install lockers, procure and install equipment, and test ADA-compliant restrooms.

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1/14/27 —1/28/27 Employee Onboardin2 and Training: Onboarding training modules with all employees, distribute Employee Handbook. Trainings include emergency preparedness, security procedures, real-time customer simulations, inventory management, opening and closing procedures, delivery protocols and stocking procedures.

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1/15/27 —1/22/27 Final Inspection for Certificate of Occupancy: Coordinate inspectors for final site inspection and approval of improvements; code compliance checks.
1/15/27 —1/22/27 Final Approval Received from Bellflower: Final approval granted from Bellflower to begin licensed -compliant commercial cannabis operations.

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1/23/27 —1/30/27 First Deliveries of Cannabis Goods: Receive orders of cannabis goods, fill storage rooms with inventory, stage samples on Retail Floor. Continue training on inventory and stocking in preparation for opening.

I I
1/31/27 Open House- City Staff and Neighbors (Soft Opening): OTC to hold Open House and Soft Opening for City staff and neighbors to discuss start of operations and address any lingering operational concerns from City staff or neighbors.

I I
2/4/27 Commence Operations: Begin retail sales and delivery of cannabis goods to customers as a fully licensed and compliant Retail Cannabis Business in Bellflower.

4.B. BUDGET
Off The Charts (OTC) has developed a startup budget and projections that are conservatively drafted from a financial resources perspective for its proposed Bellflower storefront and delivery service. These projections are based on financial data we have accrued at OTC's other licensed businesses focusing on businesses in the Southern California area that have similar demographics, including the neighboring City of Artesia where we have been operating for a little over two (2) years. The budget has been constructed to anticipate all capital expenditures and ensure that we have sufficient liquid assets to cover per -operational costs and six (6) to twelve (12) months of operating expenses. OTC has secured start-up capital costs and capital reserves that cover six (6) to twelve (12) months of operating expenses, which includes a three month startup budget and an overall Profit and Loss Statement demonstrating profitability over the first twelve (12) months of operations. The overall Startup Budget also incorporates a 20% contingency to total just under $1.9M (the "Startup Budget"). Approximately $640K of the Startup Budget is reserved for site renovation and construction. Another large portion of the budget goes toward staff compensation and benefits, which includes generous compensation packages during training, and benefits available upon hire. The remainder of the Budget is allocated to marketing, professional fees and pre- launch community engagement efforts that allow OTC to establish itself as a valued member of the Bellflower community.

The following provides a more nuanced explanation of various budgeted expenses of OTC's Startup Budget for our Bellflower project.

Construction: OTC has allocated an ample portion of its Startup Budget to Interior and Exterior Renovations. Interior renovations and improvements for the prospective facility interior allocate approximately $250/ft2 (1,447fttotal estimated site square footage), which exceeds the average cost per square foot ($150/sq ft) OTC has expended on other retail locations.

Further, we are proud to commit $170K to exterior renovations, which include facade enhancements for our entire building, mural installation, exterior lighting, and landscaping installations and/or improvements. We view our commitment to renovating our site as a good faith effort towards cohesion with Bellflower's commercial design guidelines, aesthetic enhancement of the neighborhood and community immersion.

Operations: OTC's Startup Budget allocates approximately $390K of non -compensation based operating costs to cover the first three months of operations until the business generates sufficient cash flow to remain financially stable over the first six (6) to twelve (12) months of operations. Non -compensation operating costs during the first three months of operations

4. BUSINESS PLAN
112

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are projected to be around $130K per month, which includes rent ($6.5K/month) and a $15K budget for utilities that covers both pre -operational and our first three months of utility fees. Startup costs for operations also include $35K for initial community engagement expenditures built into our Miscellaneous Operating costs, which allows us to deliver on our community benefit initiatives during startup and before OTC reaches profitability.

Maintenance: While we expect to have few maintenance costs during the first months of operations, our overall facility budget allocates $30K for maintenance related expenses in Year 1, $7.5K of which is incorporated into our Budget's Miscellaneous Operating Costs, which increases to $53.7K in Year 2 (See Profit & Loss Statement above).

Employee Compensation: The Budget includes 3 -months of staff compensation and extends to compensation for training.

OTC provides generous Compensation and Benefit packages, which include starting wages that are 10% higher than the Los Angeles County minimum wage, and 200% of the federal poverty level for a family of two. Overall staff compensation during Startup amounts to nearly $270K in compensation and benefit expenses. We are proud to provide generous wage and benefits packages to local employees from Bellflower and surrounding areas.

Equipment Costs: Startup costs for equipment include fixtures, security equipment, and electronic devices for POS, inventory control and handheld customer scanners. Overall, we anticipate around $97K for equipment costs, which is based on equipment costs between $80K and $109K for our Bell Gardens and Artesia facilities. Some equipment, such as the vault and odor control system (HVAC + Filters), is included in construction budgeting. An additional $130K has been allocated to Equipment Costs under our shelving and millwork outlined in Building Improvements.

Property Lease: OTC's Bellflower Lease rate is $6,000/mth with triple Net, which totals to about $6.5K/mth. The expected costs include a Lease Deposit ($10K), option rent during the application review period at $1.5K/mth (5mths), and a construction holding rate of $3K/mth (5mths) until we are issued a Certificate of Occupancy. Accounting for ten (10) months before operations begin and the first three months of operations, our total Lease expenses amount to $53,000.

4. BUSINESS PLAN
113

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BELLFLOWER START UP BUDGET
Total Cost
Itemization
Classification
Tenant
Improsement
Start tip Costs
& Fees
Working
Capital

PREMISES (LEASE)
S53,000
LEASE DEPOSIT + HOI.DINC, COSTS
533,50()
$33,500
3 -MONTH'S LEASE
S 19,500
$19,500

BUILDING IMPROVEMENTS
$375,000

MECHANICAVELBCTRICAL
S35,000
$35,000

HVAC - ODOR CONTROL
$30,000
$30,000

VAULT ROOM & PRODUCT STORAGE
S25,000
S25,000

FLOORING
$30,000
S30,000

DOORS/WINDOWS (INTERIOR)
$25,000
S25,000

FIXTURES/MILLWORK
$130,000
5130,000
LIGt DING
520,000
S20,000

PLLMKING / ADA RESTRWM
S15,000
SI 5,000

DRYWALL / FINISHING WORK
$65 000
$65 000

EQUIPMENT (INTERIOR)
$97,474

ART & DECOR
$25,000
$25,000

POINT OF SALE
$8,000
$8,000
PHONES
$974
$974

HARDWARE / COMPUTERS
$6,000
S6,000

SECURITY HARDWARE
$35,000
S35,000

INTERIOR FURNITURE ISC
S22 500
S22 500

IMPROVEMENTS (EXTERIOR)
S170,500

SIGNAGE
$7,500
57,500
SIDING + PAINT
5100.000
$100,000

BOLLARDS / ADA
$15,000
$15,000
MURAL
$10,000
$10,000

LANDSCAPING
$38,000
$38,000

LEGAL & PROFESSIONAL
$82,000

ARCHITECT/ INTERIOR DESIGNER
$30,000
$30,000

CONSULTING
S40,000
S40,000

ACCOUNTANT
$5,000
$5,000

BRANDING / DESIGN
$7,000
57,000

FEES & LICENSING
5138,400

CITY SUBMISSION FEE
$33,589
533,589
BACKGROUND FEES + Lim- F SCAN
S300
$300

ZONING VERIFICATION
$0
SO

BLILDING PERMITS
S25,000
$25,000

STATE LICENSE
$36,000
$36,000
OTHER LICENSES (MISC.)
S21,011
521,01 I

BANKING
520,018)
$20,000

PRLNTING
$2,500
$2,500
OPERATING EXPENSES (3 MT11S)
S636,970

PAYROLL
Management Salary
$71,409
$71,409
Hourly Wages
$119,449
$119,449
Taxes, Insurance & Benefits
S61,112
$61,112

INVENTORY
$200,000
$200,000

MARKETING
545.000
$45,000

UTWTIES
$15,000
$15,000

SECURITY
S75,000
S75,000
MISC. OPERATING COSTS
$50000
S50 000

TOTAL COST S
SI 53.344
5538,000
$358,874
S656,470
BUDGET (TOTAI . COSTS + 20% CONTINGENCY)
$1,864,013

4. BUSINESS PLAN
114

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Security Equipment and Staff: Security Equipment accounts for $35K of our total budget, including cameras, monitors, motion sensors, and access cards. Security staff is approximately $75K, which is detailed under our Operating Expenses.

City and State Fees: The Start Up budget allocates $138,400 to licensing and permit fees, which include City (Application + Licensing fees = $33,589; LiveScan (x3) = $300) and State licensing fees (License = $36,000) and local building permit fees ($25,000). We have consulted the fees posted on the Bellflower Planning Division's website and have spoken with local contractors to get informed bids and quotes from local tradesmen.

Utility Costs: Utility costs allocate $15K to Utilities, which includes a generous allocation of $1,000/mth to account for construction and our first three months of operations.

Product Purchases: Our Startup Budget also includes $200K for our initial inventory purchase. Existing vendor relationships allows OTC to get much of our initial inventory on terms, which allows us to allocate more funds to facility renovations and community benefits efforts.

Miscellaneous Costs: Additional Startup costs include a $45K budget for marketing and advertising that allows us to host promotional events in addition to traditional advertising methods, such as Weedmaps and Leafly. We have also set aside $40K in consulting fees to account for our staff recruitment program, which allows us to attract a diverse pool of local employees. Recruitment includes training and educational seminars that provide prospective employees with valuable insight into OTC's operations and educates them on the science of cannabis wellness and the importance of community integration. We have included $42K in professional expenses for architects, designers, and marketing consultants to help express our brand identity in a way that complements the unique culture of Bellflower.

OTC is confident our Startup Budget accurately reflects the expected costs to develop the Bellflower facility. We have constructed a generous budget for facility upgrades and community benefit initiatives that will enable us to have an immediate impact on the

4.C. THREE YEAR PRO FORMA
We have developed a three (3) year pro forma
with conservative revenue projections that reflect
local demographics and operational experience
at other licensed facilities. We have primarily
used averaged sales data from our Vista location
as we feel the retail storefront -to -population ratio
provides comparable averages for the number of
licenses Bellflower is granting per capita and the
overall population of Bellflower and surrounding Los Angeles County communities. We have also incorporated data from our facility in the neighboring City of Artesia because while Bellflower's population is nearly 5x Artesia's population, we feel that there are comparable socioeconomic statuses between these two communities along with core values and beliefs/attitudes about regulated cannabis.

Bellflower's most recently available population data from the United States Census Bureau is 75,716 (V2024), while Vista's most recently available population data from the United States Census Bureau is 99,322 (V2024). We have therefore based projections on 25% fewer daily transactions than Vista due to Bellflower having a population that is roughly 75% of Vista's population. Our projected average transaction price for the Bellflower location is about $13 less than the average transaction price we are currently evidencing at our other locations, which despite a —24% increase in Median Household income in Bellflower is based on declining averages across our other locations as well as our expectation that purchasing behavior in Bellflower will be influenced by the overall market saturation of surrounding communities.

OTC's projections and assumptions consider the retailer location and overall population demographics within Bellflower, which include roughly 62% of individuals aged 20-65 and a median household income of $78,722. Our conservative average ticket price accounts for OTC's promise of providing affordable product options to its consumer base while still offering the most sought-after brands and products in the industry. Increases in price per transaction and transactions per day account for increased revenue projections in Years 2 and 3 (7%).

OTC BELLFLOWER CITY REVENUE PROJECTIONS
Transactions
Pnce'Transaction
Gross Revenue
Revenue.COGS

DAILY MONTHLY YEARLY
450
$27,900
$13,950
5,400
$62
$837,000
$415,500

64.800
$62
$10,044,000
$5,022,000

4. BUSINESS PLAN
115

Current sales trends at our Vista retail storefront are showing average transaction prices of close to $75/transaction with over 1,000 average daily sales transactions. We are confident that our Bellflower projections are relatively conservative and that our revenue potential could exceed our projections and approach our Vista location's numbers, which generates $15M+ in annual revenue. We are hopeful that we attain these higher revenue numbers as they would significantly increase funding for our city contributions and community benefits initiatives, which are partly based on a percentage of gross revenue.

However, our business experience has taught us the importance of modeling a business on conservative estimates to ensure the business can be profitable and sustain itself if the market begins to decline or becomes saturated.

Retailer Revenue Summary and Pro Forma: The pro
forma includes projections for operations, maintenance, compensation of employees, utility costs and other
operational costs. The above chart provides an
overview of OTC's expected monthly and annual Gross
Margin for its retailer revenue sources as partial
assumptions for the pro forma. While these revenues
may vary over time depending on market forces, we are
confident the below projections reflect a conservative
estimate of the company's overall Gross Margin. As
used below, the gross margin is the overall revenue
decreased by the Costs of Goods Sold (COGs).

Additional assumptions in our pro forma include, 5% annual wage increases, 1.0% of Gross Revenue allocated to community benefits initiatives and 2% dedicated to the city through its our City Contribution Commitment, and variation in the cost of goods sold that approximately correlates to 3% increase reflective of modeled inflation. Our rent is based on our $6,000/mth rate in Bellflower and triple net fees, which totals to around $6,500/mth. Our current model provides for 100% funding based on financial contributions of Owner Norman Yousif.

The following pages provide a detailed overview of OTC's 3 -year financial projections. This includes a three-year cash flow statement, profit and loss statement, as well as a balance sheet. These financial summaries, coupled with the above revenue projections and the startup budget analysis provided above in Section A.2., combine to show the overall financial feasibility of OTC's retail operations and overall business model.

ESTIMATED

PRODUCT TYPE I

RETAIL SALES
SALES% I

PERCENTAGE

SALES/MTH

I SALESIYR

EDIBLES

26.8%
$224,316
$2,691,792
FLOWER

22.4%
187 488
2 249 856

PRE -ROLLS

19.5%
$163 215
S1,958 580

CARTRIDGE

14.8%
$123,876
$1,486,512

BEVERAGE

5.5%
.46 035
552 420
ExTRAcT

4.6%
$38,502
$462,024

TOPICAL/TINCTURE

3.2%
$26 784
$321 408

MERCHANDISE

2.176

IIMMITEI
210 924

CAPSULE

1.1%
$9,207
$110.484
TOTALS
837 000
10 044 000

4. BUSINESS PLAN
116

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OFF THE CHARTS - PROFIT
& LOSS STATEMENT
YEARS 1-3
YEAR 1
YEAR 2
YEAR 3

TOTAL REVENUE
$10,044,000
$10,747,080.00
$11,499,375.60
COGS
$5,022,000
$5,373,540.00
$5,749,687.80

GROSS PROFIT
$5,022,000
$5,373,540.00
$5,749,687.80

OPERATING EXPENSES
Payroll (Hourly Wages)
$659,700
$692,685.00
$727,319.25
Payroll (Management Salary)
$285,637
$299,918.85
$314,914.79
Social Security Taxes
$58,591
$61,520.76
$64,596.80
Medicare Tax
$13,703
$14,388.15
$15,107.56
Health Insurance
$66,152
$69,459.60
$72,932.58
Time Off Allowance
$11,499
$12,073.95
$12,677.65
Misc. Benefits
$94,502
$99,227.10
$104,188.46
Rent
$78,000
$80,340.00
$82,750.20
Office/Clerical/Postage
$3,600
$3,800
$4,000
Product Disposal
$6,000
$10,500
$11,000
Bank Fees + Cash Transport
$31,100
$28,006.89
$29,967.37
Legal/Compliance/Accounting
$20,000
$25,000
$26,000
Security
$302,400
$314,496.00
$327,075.84
Utilities: Electricity
$8,420
$8,588.40
$8,760.17
Utilities: Sewer + Waste + Water
$3,580
$5,370
$5,746
HVAC Filters
$4,400
$4,400
$4,000
Phone + Internet Service
$5,500
$5,500
$5,500
Computer/POS Software
$7,200
$7,200
$7,200
Facility Maintenance
$30,000
$53,735
$57,497
General Liability Insurance
$16,800
$18,000
$18,000
Car Maintenance + Insurance + Gas
$24,000
$25,600
$26,112.00
QuickBooks Accounting Software
$3,600
$3,900
$4,200
Website & Hosting
$12,000
$15,000
$15,000
Community Benefits
$100,440
$107,470.80
$114,993.76

TOTAL OPERATING EXPENSES
$1,846,824
$1,966,180.90
$2,059,539.20

OPERATING INCOME
$3,175,176
$3,407,359
$3,690,149

TAXES & FEES
City Tax (6%)*
$1,004,400.00
$1,074,708.00
$1,149,937.56
State License Fees
$96,000
$96,000
$96,000
Federal Tax
$1,054,620.00
$1,128,443.40
$1,207,434.44

TOTAL TAXES AND FEES
$2,155,020.00
$2,299,151.40
$2,453,372.00

TOTAL EXPENSES
$4,001,844.20
$4,265,332.30
$4,512,911.19
10-1;4T-19;" $1,020,156
$1,108,208
$1,236,777
* 10% Fee based on 10% City Tax for Adult -Use Retail Cannabis.

4. BUSINESS PLAN
117

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OFF THE CHARTS - BALANCE SHEET
YEARS 1-3
Balance
Sheet
YEAR 1
YEAR 2
YEAR 3
Current Assets
Cash & Equivalents
$873,310
$678,468
$500,584
Receivables
$1,104,840
$1,182,179
$1,264,931
Inventory
$1,406,160
$1,504,591
$1,609,913
Total Current Assets
$3,384,310
$3,365,238
$3,375,428
Property & Equipment, Net
$1,257,559
$1,311,294
$1,368,791
Intangibles & Other, Net
--
--
—
Total Assets
$4,641,869
$4,676,532
$4,744,219
Current Liabilities
Accounts Payable
$684,248
$728,470
$763,059
Accruals
--
--
--
Total Current Liabilities
$684,248
$728,470
$763,059
Long -Term Debt
Total Liabilities
$684,248
$728,470
$763,059
Investors' Equity
Common Shares
$1,864,013
$1,864,013
$1,864,013
Retained Earnings
$1,020,156
$1,108,208
$1,236,777
Total Shareholders' E•uit
$2,884,169
$2,972,221
$3,100,790
TOTAL LIIABILI • _-f`

OFF THE CHARTS -

CASH FLOW
YEARS 1-3
Cash Flow Assumptions
YEAR 1
YEAR 2
YEAR 3
Maintenance Capex (%Sales)

0.50%

0.50%
Cash Flow Statement
Net Income
$1,020,156
$1,108,208
$1,236,777
Depreciation & Impairment
--
—
—
Amortization
--
—
—
Changes in Working Capital
($753,300)
($806,031)
($862,453
Cash Provided by Operating Activities
$266,856
$302,177
$374,323
Capex for Dispensary
($1,257,559)
—
—
Capex for Maintenance
—
($53,735)
($57,497)
Acquisitions
--
—
—
Cash Used in Investing Activities
($1,257.559)
($53,735)
($57,497)
Increase (Decrease) Long -Term Debt
Sale (Repurchase) of Common Shares
$1,864,013
--
—
Discretionary Cash Distributions
—
($443,283)
($494,711
Cash Provided/Used b Financin. Activities
$1,864,013
($443,283)
($494 71 I
Increase/Decrease in Cash & Equivalents
_ $873,310
($194,842)
($177,884,
Beginning Balance Cash & Equivalents
$0
$873,310
$678,468

ENDING BALANCE CASH/ EQUIVALENTS
$ .�

4. BUSINESS PLAN
118

1 Xi4 T
Ut L" G Le

4.D. PROOF OF CAPITALIZATION
LIZ:1.1'1O.\
The budget analysis suggests that OTC needs $1,864,013 for our proposed retailer, which includes startup funding, capital for three (3) months of operating costs ($$1,553344), and a 20% contingency for unforeseen costs or extenuating circumstances. OTC is procuring this capital through Owner Norman Yousif. Norman evidences over $5.9M in liquid assets, which far exceeds the total required startup funding of $1.86M. We have attached the following Bank Statement from Norman's OTC Holdings Inc. bank account with DAMA Financial bank account below to provide evidence of sufficient capital for startup and three months of operations:

OTC Hold,ngs Inc
771 Jamacha Rd 0358
El Ca)on. California 92019
16191955-9433
Monthly Statement
5'a:ement Month
February 2026
dama

ACTWTY HISTORY
Date
Description Debit
Amount
Credit
Amount
Fee
Balance
02101/2026
Monthly Maintenance Fee
$400.00
$0.00
$0 00
58,138,485.02
02'022026
Acct Funding Ache Third LLC
$100,000.00
$0.00
$0.00
$6,036,465.02
02102/2026
Dist Ashs First LLC
$0.00
535.000.00
$0,00
56,071,465.02
02'022026
February 2026 Rent 5242 Van Nuys LLC
$0.00
$20,000.00
$0.00
38,091.485.02
02'022026
Management Van Nuys Management LLC
$0.00
$50,000.00
$0.00
$6,141.465.02
02'022026
Dist SurvlvorMedz A C000eratve Corporation
$0.00
$12,000.00
$0.00
56,153,465.02
02'0212026
February 2026 Rent Corona Wetness LW
$0.00
S24.113.80
50 00

56.177.578.82
02'0212026
February 2026 Rent PRIME REAL ESTATE GROUP LW
524,113.80

50.00 $30.00
$6,153.435.02
02'0212026
OTC Michigan Payment Henndogs Holdings LLC
$11,919.53
$0.00
$0.00

58.141.515.49
02/0012026
ACH NATIONAL RETAIL 973.438.6101 Natrona Video
$29.95

50.00 $000
$6.141.485.54
02/012026
ACH NATIONAL RETAIL 973-438-6101 Natrona Vinen
$19.95

50.00 5000

56.141.465.59
02'0312026
ACH NATIONAL RETAIL 973-438-8101 National Video
$104.90

50.00 $000
58,141 360.69
02'0312028
AcctFunding Happy Port Industries
I $13,000.00
$0.00
$000
S6,128.380.89
02'0312026
Acct Funding Ache Third LLC
5500.00
$0.00
$0.00

56.127.860.69
0203i2026
OTCpSeMa Ma February 2026 Option Rent Warner Avenue
GrouLLC
$5,000.00

50.00 $30.00
58,122,830.89
02;032026
OTC San Pablo February 2026 Rent Hill Sketchley Partners $2,500.00
$0.00
$30.00
$8,120,300.69
02/03/2026
OTC San Jose February 2026 Rent Julio Ces Hernandez Cruz $2,500.00

50.00 530.00
56,117,770.69
020312026
Owed 1cr Deposit NYRN Management LLC

50.00 S10.000.00

50.00 56.127.770.69
02'00112028
OTC Perris Feb 2028 Rent Harney Knox Hoktngs LLC
, $10,000 00

50.00 530.00
$8,117 740.89
020312026
Acct Funding Corona Wellness LLC
$1,500.00

50.00 $0.00
56,116,240.69
0210312026
Oxnard Rent. Prop Tax $1350 Electrldan Next Gen Enterprises LLe
534,914.00

50.00 $000

58.081.328.89
02/00/2026
OTC Culver City February 2026 Rent Magda Mekeri LLC
56,000.00

50.00 50 00
$6,075,326.69
02'03!2028
OTC Hemet February 2028 Rent Hemet Partners LLC
$4,000.00

50.00 $0 00
$8,071 326.89
02'0512026
Check 1118 OTC Santa Ana Phase 2 Fee CITY OF SANTA ANA
$14,802.00
$0.00
$0.00
56,056,524.89
02/05i2026
0131 FUND SWITCH COMMERCE 209284 Switch Commerce
$0.00
$1.686.50
$0.00

56.058.211.19
02:0512026
Acet Funning Ashs Third LLC
571,000.00

50.00 50 00
S5.987.211.19
02'0512026
SALE VISION TECH USA Vision Tech
5480.00

50.00 $0 00
55,986,731.19
02/08/2026
Owed ter OTC SS Vista Invoices Otc Van Nuys
$5,066.95

50.00 $0.00
55,981,664.24
02`0912026
Legal Quinbn Sharm!am
510.000.00

50.00 $30.00

55.971.634.24
02092026
OTC Lynwood Feb 2026 Rent Halt Portion Lynwood Ventures LLC

55.051.88

50.00 $0.00
$5,966.58236
Your cMen: account ,a mentaned at FIRST OPTION BANK (member FDIC) and serviced by Dama, as .Agent of FIRST OPTION BANK.

4. BUSINESS PLAN
119

02/23/2026
PAYMENTS FRANCHISE TAX 8O 125489188 PM Franchise
Tax Board
$492.00 $0.00
SO 00 56.018219.45
02/23/2026
PAYMENTS FRANCHISE TAX BO 125489213 PM Franchise
Tax Board
$1,232.55
$0.00
SO O0
$6.016.986.90
02/23.2026 Tax Board
PAYMENTS FRANCHISE TAX BO 125489231 PM Franchise
$136.15
$0.00
5000
$6 016,850.75
02/23.'2026 PAYMENTS FRANCHISE TAX BO 125489239 PM Franchise Tax Board
$58.90
$0.00
So 00
$6.016,791.85
02/232026
PAYMENTS FRANCHISE TAX 8O 125489246 PM Franchise
Tax Board
$23.54
$0 00
S000
$6 016 768 31
02/242026
Check 1121 OTC Bel Gardens_Comm Ben Fee City cf Bell
Gardens
$100,000.00 $0.00
SO 00
55 91 6,768.31
02/24.2026
OTC Moreno Va ley Rent 221 to 321 DSD Note Investors LLC $4.030.00 $0.00
S30.00
$5.912,738.31
02124.2026
Owec for C8 Pa/ment OrC Bell Gardens LLG
$0.00 $92,000.00
SO 00
$6.004, 738.31
02/242026
Acct Funcing Otc Ben Gardens LLC
$5,000.00 $0.00
S0 00
$5.999,738.31
02/25'2026
UTILITY HELIX WATER DIST 8762118 He ix Water D strict
$908.24 SJ.00
5000
$5.998.830.07
02/25.'2026
0000008 HONOR CAPITAL -ET UN100005C362652 ETI Financial $942.07 $0.00
5000
$5 997.888.00
02/25.'2026
CDTFA EPMT CA DEPT TAX FEE 23710043 Cal lorn.a
Depalment of Tax and Fee Admirisratrcn
533.691 38 $0.00
S000
55 964,196 12
02/25.2026
CDTFA EPMT CA DEPT TAX FEE 23847514 Cal torn a
Department of Tax and Fee Admiris:raticn
$46.777.22
$0.00
S000
$5 9'7,4,8.90
02/252026 I Escrcw 992260C805 NE Fidelity National Ttle Company $612,022.55 $0.00
S30.00
$5.305,366.35
02/252026 Acct Furlong Asns Tnird LLC
$13,300.00
$0.00
S0 00 $5 292.366.35
02/252026
OTC Ohio LLC Retainer Fee Ice Miller LLP OH IOLTA
$7,500.00 ' $0.00
SO 00
$5 284,866.35
02/25"2026
1512 Hemet 1600 San Pabb Matthew Jones
$3,312(X) i $0.00
S000
$5281,554.35
02/26.'2026
Transfer Norman Yousil
$300,000.00 $0.00
530.00
54 981.524.35
02/2/2026
Ext Trnstr JPMorgan Chase 2/811253354 JP Morgan Chase
$1,574.84 SJ.00

50.00 $4.979.949.51
02/272026
UTILITY HELIX WATER DIST 9418800 He ix Water Dst•ict
$21.10 $0.00
5000
$4.979,928.41
02/272026
BSRCK3CE'YEDB Fdelity National Title Company Ficel ty
National Title Company
$0.03
$612.022-55
SO 00
55 591 .950.96
02/272026
February 27 2026 , Outbound Wire Return, B8RCK3CEYSDB
$10.00
$0.00
S0 00

55.591,940.96

BALANCE ACTIVITY
Beginning Balance
$6,136,865.02
Total Crecit
$996,022.85
Total Debit
$1,540,216.91
Total 'oos
$730.00
Closirg Balance
$5,591,940.06

NSF ACTIVITY
Month -to -Date Total
So co
Year -to -Date Total

50.00 IN CASE OF ERRORS OH QUESTIONS ABOUT YOUR ELECTRONIC FUNDS TRANSFER Email us at ClienlSuccessiaDamaFinarcial.com. telephone us at 1-877.401-3262 (DAMA) or writs us at Dana F nanciel. o O Box 5730. South San Francisco, CA 94083 as scon as /ou can if you thirk an e•rcr has occurred Nrh respect to ,your Account. We w II allow you :o resort ar error until sixty (60 days after the earlier of (i) the date you electroncaiiy access an Account statement or a transaction nistcry where tre eror could be'.tewed or (ii) the date we sent you the FIRST wrir.en t ansac:ion history in which the error aopeared.

In ycur errcr report. ycu NI need to tell is:

Your client account is rraintaired at FIRST OPTICN BANK (nembe' FOCI and serviced by Darra. as Agent of FIRST OPTICN BANK.

4. BUSINESS PLAN
120

LL
G q1
02/23/2026
PAYMENTS FRANCHISE TAX BO 125489188 PM Franchise
Tax Board
$492.03
$0.00
S0.00
$6.018219.45
02/23/2026
PAYMENTS FRANCHISE TAX BO 125489213 PM Franchise
Tax Board
$1,23255
$0.00
$0.00
$6,016,986.90
0223,2026
PAYMENTS FRANCHISE TAX BO 125489231 PM Franchise
Tax Board
$136.15
$0.00
$0.00
$6.016,850.75
02/23/2026
PAYMENTS FRANCHISE TAX BO 125489239 PM Franchise
Tax Board
$58
$0.00
$6.016.791.85
02/232026
PAYMENTS FRANCHISE TAX BO 125489246 PM Franchise
Tax Board
$23.54

SO 00
$6 016,768.31
02/242026
Check 1121 OTC Bel Garderts_Comm Ben Fee City of Bell
Gardens
$100 OOc 00
$0.00
S0.00
$5,916,768.31
02/242026
OTC Moreno Valley Rent 221 to 321 DSD Note Investors LLC $4,000.00
$0.00
$30.00
$5,912,738.31
02/242026
Owed for CB Payment OTC Bell Gardens LLC
$0.00
$92,000.00
$0.00
$6.004,738.31
i 02/242026
Acct Funcing Otc Bel Gardens LLC
$5,000.00
$0.00
$0.00
$5.999,738.31
02/252026
UTILITY HELIX WATER DIST 8762118 Helix Water District
$908.24
$0.00
$0.00
55,998,830.07
02/252026
0000008 HONOR CAPITAL -ET UNI00005C362652 ETI Financial $942.07
$0.00
$0.00
$5.997,888.00
02/252026
CDTFA EPMT CA DEPT TAX FEE 23710043 California
Department of Tax and Fee Admiristrattcn
691.88
$0.00
SO 00
$5.964,196.12
02/25/2026
CDTFA EPMT CA DEPT TAX FEE 23847514 Cal fom,a
Department of Tax and Fee Admiris'raticn
$46,777.22
$0.00

50.00 55 917,418.90
02/252026
Escrow 99226X805 NE Ficel ty Natonal T tie Company
$612,022.55
$0.00
S30.00
55,305,366.35
02/252026
Acct Func,ng Asns Tvrd LLC
$13,000.00
$0.00
$0.00
$5.292,366.35
02/252026
OTC Ohio LLC Retainer Fee Ice Miller LLP OH IOLTA
$7,500.00
$0.00

50.00 55,284,866.35
02/252026
1512 Hemet 1800 San Pablo Matthew Jones
53,31200
$0.00

50.00 $5.281,554.35
02/26,2026
Transfer Norman Yousif
$300,000.00
$0.00
$30.00
$4,981,524.35
02/272026
Ext Tmsfr JPMorgan Chase 27810253,354 JP Morgan Chase
$1,574.84
$0.00

50.00 $4.979,949.51
02/272026
UTILITY HELIX WATER DIST 9418800 Helix Water District
$21.10
$0.00
$0.00
$4.979,928.41
02/2712026
B8RCK3CEY5D8 - Fidelity Title Company Ficelity
National Title Company
$0.00
$612,022.55
$0 00
$5.591,950.96
02/272026
February 27 2026 r Outbound Wire Return i B8RCK3CEY5D8
$10.00
$0.00
$0.00
$5.591,940.96

BALANCE ACTIVITY
Beginning Balance
$8,138,805.02
Total Credit
$996,022.85
Total Debit
$1,540,216.91
Total foes
$730.00
Closing Balance
$5,591,940.96

NSF ACTIVITY
Month -to -Date Total
Year -to -Date Total
$0.00
$0.00

IN CASE OF ERRORS OR QUESTIONS ABOUT YOUR ELECTRONIC FUNDS TRANSFER Email us at ClientSuccessi DamaFinancial.com telephone us at 1-877-401-3262 (DAMA) or write us at Dama Fnancial, P.O. Box 5730, South San Francisco, CA 94083 as soon as you can if you think an error has occurred with respect to your Account. We wll allow you to report an error until sixty (60) days after the earlier of (i) the date you electroncaly access an Account statement or a transaction history where the error could be viewed or (II) the date we sent you the FIRST written transaction history In which the error appeared.

In ycur error report. you will need to tell us:

Your client account is maintained at FIRST OPTION BANK (member FDIC) and serviced by Darra. as Agent of FIRST OPTICN BANK

4. BUSINESS PLAN
121

4.E. PREVENTING NUISANCE AND ADVERSE NEIGHBORHOOD IMPACT OTC implements comprehensive nuisance mitigation policies, protocols, and design features to ensure that our neighbors and the surrounding community do not experience any adverse impacts stemming from our operations. We understand the sensitive nature of commercial cannabis and the need for discretion for the greater community, and we intend to build connections in the community and facilitate an open dialogue with residents regarding our operations within Bellflower.

OTC's mission is to provide an education -oriented retail experience geared towards fostering awareness of the wellness - enhancing properties and responsible usage of cannabis, as well as stringent control over the products we offer. We strive to integrate our store into the community versus having the community adapt to our store's presence. Community safety and responsible business practices should be prioritized over profits and longevity over short-term success, and our team has first-hand experience assimilating a cannabis business into new neighborhoods. We are aware that residents may have concerns that the business will negatively impact their community, and we have thus developed our Good Neighbor Policy, which incorporates the following plans to ingratiate ourselves with our new neighbors while meeting and exceeding all operational requirements promulgated by the Bellflower Municipal Code (BMC) and the Medicinal and Adult Use Cannabis Regulation and Safety Act (MAUCRSA).

OTC prioritizes prevention strategies over reactive responses by preventing issues throughout our operations; this same approach applies to all our neighborhood compatibility and community integration efforts. The content in this section directly addresses our Good Neighbor Policy and outlines how we actively prevent and respond to potential neighborhood impacts. Our owners are heavily involved with the businesses' community outreach efforts so they can stay in touch with the local community and ensure OTC publicly addresses any complaints if they arise. Owners are also actively involved in our community benefits initiatives, which allows them to engage with the community and ensure that our neighbors and the community know who we are and feel comfortable directly communicating with us if an issue arises. Furthermore, OTC hosts and attends community outreach events as an opportunity to speak with neighbors and local citizens about how we can best serve the community's needs and alleviate apprehensions surrounding our operations. Community assimilation allows OTC to have a direct link to Bellflower's community members, which will enable them to not only be accessible but also to be proactive in addressing any hints of complaints or dissatisfaction with the way OTC's operations are being conducted. The following neighborhood compatibility efforts emphasize a proactive approach to engaging with the neighborhood we seek to integrate into and the larger community in the City of Bellflower.

4.E.I. POLICIES AND MEASURES TO PROTECT ADJACENT USES
We have identified risk factors such as noise, light, odor, loitering, littering, public consumption, vehicle, and pedestrian traffic and other derivatives of public nuisance and have developed a series of preventive measures that deter the occurrence of these adverse public nuisance events, in order to protect adjacent businesses, neighbors, and the community at large from any potential impact. Any occurrence that triggers a complaint is documented as a non-conformance of our Good Neighbor Policy. We conduct investigations to determine how preventive actions failed, and we correct future measures to prevent future complaints. Potential risk factors for negative community impact and our respective strategies to mitigate these nuisance sources are described below:

Noise: One of our main neighborhood compatibility goals is to preserve a peaceful, quiet environment outside our facility.

Security personnel are trained to detect and monitor individuals or groups of individuals that carry on and pose a threat of excessive noise to neighbors and the surrounding community; this includes constant observation of the facility perimeter for groups larger than two individuals. Security personnel quickly travel to the noise source, calmly ask any excessively loud individuals to quiet their voices, and ensure neighbors are not disturbed. Security personnel are trained to detect signs of intoxication, which could lead to an individual's lack of control over voice or tone. We prevent lines or other potentially large gatherings outside the facility through efficient management of the Lobby and efforts made by Cannabis Specialists to limit transaction times and shorten intervals, so customer noise levels do not build up. We respond to noise complaints by communicating with the complainant to obtain information about the source of the complaint, determining the source of the excessive noise, taking action to prevent the source from occurring again, analyzing how the preventive action failed to stop the excessive noise and working to develop new protocols that prevent, rectify, and resolve this type of noise occurrence moving forward. Daily exterior inspections reinforce our patron conduct policy, which prevents excessive noise from our customers or employees. Customers are instructed through posted signage to respect adjacent businesses and properties by

4. BUSINESS PLAN
122

I � y
4 `j
being quiet when leaving the premises. Dual pane windows are incorporated into our design as an additional safeguard to mitigate any potential noise or odor from passively escaping into the public. Security personnel roam the property routinely to listen for excessive noise on the premises.

Light: We implement a Lighting Plan that balances perimeter security with neighborhood compatibility to illuminate our premises, detect security threats, and prevent light pollution that could trigger a complaint by one or more neighbors. We work with our designers and engineers to develop a photometric plan that ensures sustained security lighting while limiting footcandle or lumen impact on the surrounding area. Daily inspection procedures include inspections for burnt -out bulbs and lighting deficiencies in the parking lot, paths of travel, and building entrances to ensure that these areas are illuminated during all hours of darkness and that there are no flickering bulbs that could cause light pollution. We then confirm that lights are directed downward with the capability of providing the average horizontal illumination of one -foot candle. Our interior and exterior lighting scheme is designed to mitigate light pollution on our surrounding neighbors while facilitating safety and security on the premises during operational and non -operational hours. Daily inspections help us uphold these facility maintenance standards and design principles.

Odor: We proactively address odor by implementing an Odor Control Plan (OCP) that includes outfitting the facility with odor control equipment, upholding a prohibition of offite consumption of cannabis, alcohol, and tobacco, executing regular maintenance activities that exceed minimum requirements of manufacturers or ANSI standards and other cultural controls to prevent the drift of cannabis odors offsite. OTC implements an OCP that incorporates industry -best practices, such as Mery -13 activated carbon filters utilized in mobile units throughout the facility, all in a negatively pressurized environment.

We incorporate odor -scrubbing vegetation such as the golden pathos and living walls with eucalyptus, which further aid our ability to scrub volatile organic compounds from the facility. Our progressive OCP and partnership with an industrial hygienist have allowed us to design OCPs at all OTC facilities, including our consumption lounges, that have never received an odor complaint. For more information see below under S.L. Odor Control Plan within 5. OPERATIONS PLAN.

Vehicle and Pedestrian Traffic (Parking Problems): We have identified risk factors for customer vehicles, third -party vendor vehicles, and pedestrians that may result in neighborhood compatibility non-conformance and subsequent security threats. Our commercial vehicles and incoming shipments may share the same parking area as our patrons during high traffic times, which introduces potential risks such as traffic congestion, pedestrian safety hazards, and disruption of access for adjacent businesses. Without proper mitigation, overlapping use of the parking area could create conflicts between delivery logistics and routine customer activity. To mitigate these concerns and ensure safety and neighborhood compatibility, security personnel patrol the parking lot to ensure incoming shipments, company vehicles and customers are not inhibiting traffic for neighboring business' vehicles, commercial vehicles or pedestrian traffic. We will allocate one Security Guard as a Parking Attendant during high -traffic hours of operation to ensure there are no parking problems and to direct patrons to and from spots to avoid congestion and traffic accidents within the parking lot. We coordinate incoming or outgoing shipments of cannabis goods, equipment, and non -cannabis business materials when customer traffic is expected to be the lowest to avoid excessive vehicle traffic. We proactively address delivery -related vehicle traffic by coordinating delivery schedules ahead of time and always secure incoming deliveries in the restricted area of the parking lot. Security personnel observe all customers exiting the facility as they leave the premises to either their vehicle or a public transportation stop.

They ensure that all pedestrians use sidewalks, adhering to proper rights of way, and that no loitering occurs. Security personnel monitor the parking lot and the off-street parking areas within 50 feet of the premises and adjacent properties to ensure these areas are cleared of employees and their vehicles one half hour after closing. We prevent impaired driving and customer behavior that could lead to excessive traffic, accidents, or other traffic concerns. Signage is prominently posted to inform customers of the potential for cannabis to impair drivers.

Robbery, Attempted Robbery, and Theft: Our facility features various systems and protocols to prevent robbery, attempted robbery, and theft. Our alarm and remote monitoring system is installed and managed by Alert 360 and features intrusion detection, ceiling -mounted motion detection, wall -mounted motion detection, strobe/horns, and various other systems that transmit notifications to Alert 360 and law enforcement immediately upon being triggered, regardless if it occurs during operational or non -operational hours. Bollards are affixed in various places throughout all sides of the building to prevent robbery through vehicular intrusion, which has been an increasingly common method throughout California in recent months. Video surveillance also captures footage within 50' of the building at a minimum and is regularly viewed to detect patterns in certain individuals entering or remaining about the premises. Security personnel also conduct roving

4. BUSINESS PLAN
123

patrols of the facility regularly to observe individuals that may be casing the facility in preparation for a robbery; any individuals who are regularly present on the property but are not related to our business' activity are immediately confronted and asked to leave the premises if they are not related to the operation. Burglary training provided to staff is designed to eliminate direct conflict with suspects, making various mental notes and observations while facilitating rapid suspect departure. Mental notes include descriptive features and distinguishing marks on the suspect(s), including clothing, hair color, eye color, scars, tattoos, etc. Staff is trained to handle high -stress situations by prioritizing staff and customer safety over money and merchandise. Employees are shown locations of silent alarms and panic buttons but are always instructed to comply with demands and alert robbers/burglars of potential escalation factors. OTC employs a no -chase policy and trains staff to enforce minimum contact protocol with robbers. Robbery management training aims to teach de-escalation techniques and emphasize customer and staff safety. Staff must remain as calm as possible — refraining from spreading panic and following directions as swiftly as possible. Crime scene preservation (such as items, entryways, and control systems accessed and utilized by suspects), cooperation with law enforcement, alarm activation, and maintaining confidentiality of occurrences are additional training concepts. Such protocols are in effect to protect staff, security, and the general public from harm, including bodily injury or death. In addition to training for security and safety, all staff completes the following courses: FEMA IS -906: Workplace Security Awareness, FEMA IS -907: Active Shooter, and FEMA IS -912:

Retail Security Awareness. Management also completes FEMA IS -37.19: Managerial Safety and Health. OTC's burglary and robbery protocols focus on protecting assets, preventing unauthorized entry, and deterring crime from the outset. A11 OTC employees are trained to deter these crimes and respond during the commission of these crimes to maximize safety.

Vandalism and Graffiti: Vandalism, including graffiti, property damage, and other activities that can compromise our facility's aesthetics or functionality, are strictly prohibited. We take a multimodal proactive approach to ensure our property and associated areas, parking lots, sidewalks, and alleys are maintained in an attractive condition and kept free of obstruction, trash, litter, debris, and graffiti at all times. First, we treat our building's exterior with a siloxane-based anti - graffiti coating, a protective barrier that not only resists paint but also allows for easy removal of graffiti without damaging the underlying surface. This treatment enhances the building's resilience against vandalism, preserving the aesthetic integrity of the structure over time. We also implement daily exterior inspections including a property -wide search for graffiti and property damage at least twice daily and immediately after receiving a complaint. Daily exterior inspection protocols for graffiti include observing all surfaces on our facility and neighboring structures to detect any graffiti or derogatory markings.

The parking lot as well as the eastern facade facing Alondra Blvd are identified as high -risk areas for graffiti, vandalism and trash accumulation and are the primary focus of our daily exterior inspections. Any evidence of vandalism is immediately photographed for our internal records, reported to the Los Angeles County Sheriffs Department (LACSD), and remedied as needed, such as painting over graffiti on the building and replacing any damaged elements on the property.

Our video surveillance system functions 24 hours a day, seven days a week, and has sufficient clarity to capture any perpetrators who have committed vandalism; any footage of enacted or attempted vandalism is immediately provided to LACSD upon discovery. Security personnel are stationed overnight to patrol the property and prevent vandalism unless we determine an alternate arrangement other than 24 -hour in -person monitoring.

Litter and Urban Blight: The property is located in a busy commercial area and has the potential for high foot traffic considering its proximity to neighboring businesses. This presents a heightened risk for litter and urban blight due to the nature of the business and the surrounding area. Our vigilant management, staff, and security personnel are thoroughly trained to proactively identify and promptly address any refuse in this area, as well as throughout our property and adjacent properties. We are particularly vigilant in promptly removing items that could tarnish the community's perception of our industry, such as discarded cannabis packaging and containers from alcohol or tobacco products. This meticulous approach to maintaining cleanliness not only embodies our dedication to corporate responsibility but also reinforces our role as an active participant in safeguarding the local environment from pollution and neglect.

Waste: A robust waste management plan is paramount in ensuring deteriorated, expired, damaged or otherwise defective cannabis is properly disposed of and effectively separated from viable product. Our team has researched industry best practices to develop operations that are compliant with the most stringent waste standards for licensed cannabis businesses.

OTC's non -Cannabis waste is gathered, stored, and disposed of in accordance with BMC in its entirety. Further, OTC adheres to Mandatory Commercial Recycling and Mandatory Commercial Organics Recycling for Organizations and Multi - Family Households recycling requirements. Recyclable materials include bottles/cans, paper/cardboard, scrap metal,

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electronics, toner/printer cartridges, and miscellaneous recyclables. OTC's Waste Management Plan contains the following core principles and initiatives: (1) OTC designates products for waste when they are within 14 days of their expiration date, when their packaging becomes compromised, or if contamination, adulteration or other quality nonconformance are identified internally or through recall; (2) Deteriorated or contaminated product can negatively impact quality assurance outcomes for the rest of our inventoried product and thus must be disposed of quickly and efficiently within the scope of local and state compliance; (3) OTC obtains all required permits, licenses, or other clearances and complying with all orders, laws, regulations, or other requirements of other regulatory agencies, including, but not limited to, local health agencies, the Regional Water Quality Control Boards, air quality management districts or air pollution control districts, local land use authorities, and fire authorities; (4) The sale of cannabis waste is prohibited; (5) All cannabis waste is stored in a secured waste receptacle contained in the Storage Room and transported to secure waste enclosures on the premises exterior for pick up and disposal (for purposes of this section, "secure waste receptacle" and "secure waste area" means that physical access to the receptacle or area is restricted to the permittee, employees of the permittee, or by the local agency or local agency franchised or contracted waste hauler only. Public access to the designated receptacle or area is strictly prohibited); (6) Cannabis waste is weighed and rendered unusable and unrecognizable on camera prior to disposal; and (7) OTC maintains accurate and comprehensive records onsite regarding cannabis waste that accounts for, reconciles, and provides evidence of, all activity related to the generation and disposal or deposition of cannabis waste.

Loitering: Our policies for neighborhood compatibility prevent individuals from delaying or lingering on the premises without a lawful purpose if they are not conducting any activity relating to our daily operations. Security personnel patrolling the facility's exterior are trained to detect and monitor individuals who are delaying or loitering and posing a threat to neighbors and the surrounding community within at least 100' of the facility; this includes constant observation of the facility perimeter for groups larger than two individuals. The alleyway and parking lot on the east side of our proposed premises to our proposed premises and the storefronts of neighboring businesses within a 100' radius are areas of heightened priority for security personnel to prevent loitering. We also integrate advanced "mosquito" technology around our premises.

By emitting a specialized high -frequency sound, which is only detectable to individuals approximately 25 years and younger, unauthorized gatherings are subtly deterred, significantly enhancing the safety and tranquility of the surrounding community without any discomfort. We post appropriate signage at multiple points throughout the facility exterior to reinforce that loitering, vandalism, and criminal activity are not permitted. Signage reinforces this prohibition by communicating that loitering, cannabis consumption, or any other activity that could lead to a disturbance on the premises is never allowed. Our daily inspection of the facility exterior includes confirmation that signage is intact and legible, so loitering prohibitions are consistently enforced. These measures alleviate loitering and delaying concerns that may contribute to accumulating trash, graffiti, or other public nuisances on our facility's exterior.

Transient activity: Transient activity and homelessness are ongoing issues in the City of Bellflower and the broader Southeast Los Angeles region. According to the 2025 Greater Los Angeles Homeless Count, the SPA of East LA district, which includes Bellflower reported 4778 reported individuals experiencing homelessness, an approximate 19% decrease from the 2024 point -in -time count. While significant improvement has been made to shelter homeless individuals in the region, unsheltered populations in small, dense communities like Bellflower continue to present unique pressures on public infrastructure, housing resources, and community safety. Our Neighborhood Compatibility Plan is designed to support the continued downward trend of homelessness and transient activity in our neighborhood by ensuring our staff and security personnel promptly and effectively handle any transient activity or signs of homelessness that may occur on or surrounding our premises. Our security personnel are trained to patrol the property and detect transient individuals attempting to settle on the property. Transient activity can often be confused with loitering, with a primary distinction being the presence of materials that could constitute the attempted development of a temporary residence, such as a tent, shopping cart, and other materials. Security personnel patrolling the property must report the presence of these items and any other occurrences that could lead to transient activity and temporary settlements in or around the premises to management and the LACSD and the Los Angeles County Fire Department (LACFD), who can be dispatched to investigate the matter further. While OTC is committed to preventing the occurrence of public nuisances related to these individuals, we empathize with Bellflower's transient and unhoused population. We plan to collaborate with regional homeless outreach and intervention programs such as the Los Angeles Homeless Services Authority (LAHSA) and the Bellflower Enforcement and Safety Team (B.E.A.S. T.), a focused team of public safety, maintenance and community services personnel dedicated to supporting community safety, maintaining clean and well -maintained public spaces and connecting individuals experiencing homelessness with available

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services. We will refer non -emergency incidents to local outreach providers, support community -led initiatives aimed at homelessness prevention, and share relevant contact information and referral materials with our employees to facilitate informed and humane responses when assistance is needed.

Possible Narcotic Activity: Narcotic activity is an immense threat to our daily operations, and we have a zero -tolerance policy for any narcotic activity occurring on or around our premises. Security personnel are trained to detect the signs of narcotic activity, which could include but are not limited to the presence of small plastic bags strewn about the property, gatherings of two or more individuals who appear to be negotiating, unusual vehicles parked alongside each other, individuals who are loitering and making numerous phone calls, and various other indicators of possible narcotic activity.

Any detection of suspected narcotic activity is immediately reported to the Los Angeles County Sheriff's Department (LACSD), and we provide any recordings of suspected narcotic activity during non -operational hours to the LACSD upon request. Any discovered narcotic waste will be reported to the police and, if necessary, picked up and disposed of in accordance with biohazardous waste procedures.

Public Consumption and Patron Conduct: We promote the responsible purveying of cannabis products by upholding a prohibition on public consumption of cannabis, alcohol, and tobacco, among other nuisance mitigation strategies.

Management carefully monitors patrons to identify behaviors that suggest intoxication or impairment. Cannabis impairment can be subtler than alcohol intoxication, but there are telltale signs that staff are trained to recognize. We use the mnemonic device SCAB, which stands for Speech, Coordination, Appearance, and Behavior; any individual who exhibits intoxication traits related to speech, coordination, appearance, and behavior is prohibited from entering our facility. Suspicious/bizarre behavior is reported to security personnel and handled appropriately. If the store encounters a belligerent or otherwise high - risk customer, security personnel ask the customer to leave the premises and make all reasonable efforts to ensure the customer does not drive intoxicated. If the situation escalates, local law enforcement is contacted for assistance.

Landscaping: We inspect the facility exterior for grass, weeds, and foliage within 50' of the building that may lead to the harborage of pests, any food or water supply outside of the facility that could attract and support a pest population, check all of the pavement on the premises and ensure it is well -maintained, arrange to have any cracks in the pavement repaired, check that all dumpsters are closed and close any open dumpsters. The proposed landscaping will include California native, drought -tolerant plants indigenous to Los Angeles County. Drought -tolerant flora ensures low -maintenance landscaping by avoiding many weed species and seasonal browning endemic to grasses and non -indigenous species. Moreover, by committing to drought -tolerant landscaping, we avoid overgrown bushes and shrubbery that could enable persons to conceal themselves or use landscaping features as a hiding place.

Social Media Monitoring: Using social media as a tool to monitor and respond to complaints is essential for maintaining customer and community satisfaction and safeguarding our brand's reputation as a corporate citizen in the City of Bellflower.

We first set up social media monitoring tools like Hootsuite, Sprout Social, or Mention to keep tabs on real-time brand mentions across various social networks. Monitoring direct mentions of our brand and relevant hashtags, product names, and common misspellings is essential to capture the full spectrum of customer and community sentiment. Social Media platforms to be monitored include Instagram, Facebook, Tik Tok, Nextdoor and X (formerly Twitter). Next, we implement our social media response plan, which involves clear and streamlined guidelines for responding to customer feedback, including setting a tone of voice, response time targets, and escalation paths for more serious issues. We train employees to ensure they are equipped with customer service and crisis management skills, enabling them to engage with customers effectively and empathetically. We respond promptly to complaints to show that feedback is valued. We also analyze customer feedback for insights, tracking sentiment over time to identify possible complaint trends, which can inform product improvements, service enhancements, and community engagement. Moreover, by turning complaints into opportunities to demonstrate our commitment to customers and the community, we can build a stronger, more positive reputation that embodies trust and compassion.

4.E.H. PROACTIVE NEIGHBORHOOD ENGAGEMENT
Our first steps towards addressing and responding to complaints involve community outreach to understand local beliefs and concerns about our operations. This begins prior to and continues throughout the permitting process, which allows us to communicate directly with the city and engaged citizens to address any concerns prior to opening the business.

Community -facing events like our Open House, Cannabis Selection Committee Interviews, City Council hearings and other

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events help us further understand community values and how to implement a Neighborhood Compatibility Plan that upholds these values and focuses on prevention of adverse community impacts. Our experience is that the community's most concerned and conscientious members make their concerns heard during this process; OTC prides itself in collaborating with concerned community members to adapt our proposed plans to best acclimate to the surrounding community.

Bellflower is characterized by its dense residential neighborhoods, multicultural vibrancy, and a strong sense of community rooted in family values and civic pride, and we are very fortunate to have the opportunity to integrate our business model into an established business community. To cement our commitment to bolstering the City's financial health, public safety, and overall civic success, we have undertaken various initiatives to integrate with the Bellflower community and ensure that we are prepared to offer the best possible contributions to the local business landscape and the community overall. We have developed numerous strategies for community outreach across the 30+ different jurisdictions in which we operate, especially in nearby communities like Artesia and Cudahy whose demographics, attitudes and beliefs have some commonality with those of Bellflower. While each jurisdiction is unique regarding core values, beliefs, and attitudes, we are intimately familiar with the requirements of being a good neighbor and a positive contributor to public safety, health, and welfare, given the sensitive nature of our business. Below are some of the strategies that we have implemented elsewhere and plan to implement in Bellflower to get to know the community, understand the community's needs, and specifically tailor our Neighborhood Compatibility Plan to ensure continuous and sustained growth in Bellflower:

Good Neighbor Policy: As referenced throughout this plan, our Good Neighbor Policy comprises the foundation of our Neighborhood Compatibility Plan. The Good Neighbor Policy outlines a series of core principles that guide our strategies for precenting nuisance and negative impact in the community. While they may vary for each community based on local values, we typically ensure that the Good Neighbor Policy is framed around: (1) Commitment to Safety and Harmony; (2) Building Relationships in the Community; (3) Ownership and Management Accountability; (4) Maintaining Discretion in our Operations; and (5) Supporting the Local Economy. Each of these overall core principles is then delineated into a series of specific strategies that we implement, many of which are described throughout this plan. The Good Neighbor Policy is physical document that is posted in our Lobby and on the Retail Floor to demonstrate our commitment to this important aspect of commercial cannabis operations. The Good Neighbor Policy is also included in our Employee Handbook and we allocate a specific employee training module to the Good Neighbor Policy to ensure all employees understand their responsibilities for helping OTC be a good neighbor. Any violation of Good Neighbor Policy statutes, such as onsite consumption by an employee during their break, is grounds for termination. We audit the Good Neighbor Policy annually but also conduct a Corrective Action Preventive Action (CAPA) investigation for any violations of the Good Neighbor Policy in real time.

OTC Open House: OTC hosts an Open House for every new business we open. The primary function of the Open House is to get to know our neighbors, community members, regulators, local business owners, and all the people who have helped make Bellflower the highly regarded community it has become. We provide a tour of the facility and the overall property, walk attendees through all the neighborhood compatibility strategies listed in this plan, and solicit feedback regarding the community's concerns about our operations and how we can best fit into the local landscape. The Open House has proven to be an excellent conduit for forging strong relationships with our community members in all jurisdictions we operate in.

Industry Experience and Ownership Accountability: Perhaps the most critical aspect of our ability to avoid becoming a nuisance or having negative impacts on our neighbors and the surrounding community in Bellflower is our track record of community integration across our 27 operational locations. Some of OTC's facilities require a heightened level of diligence in neighborhood compatibility, such as our consumption lounges in Palm Springs and West Hollywood that are subject to more cumbersome odor control and mitigation requirements, or our flagship location Vista that can that see over 2,000 customers daily (2.38 customers/minute) during periods of high traffic. In operating these facilities, we have never received a complaint or compliance violation from any local resident or government agency, which is a testament to the effectiveness of our neighborhood compatibility measures. However, we never get complacent and still strive to improve our operations to prevent negative impacts at all costs. Through the development and operation of these vastly different locations, we have gained substantial experience while learning that communication and transparency are the most important aspects of preventing negative impacts. The CRO is on the front lines of community support, but our husband -and -wife owners Norman and Darline Yousif get involved if warranted regarding a critical incident or serious concern, and they hold themselves accountable as upstanding business owners rather than deflecting responsibility and claiming to be infallible.

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Community Relations Officer & Complaint Response: Upon commencement of operations, OTC handles complaints regarding noise, light, odor, vehicle, and pedestrian traffic immediately through the Community Relations Officer (CRO), the facility's direct link to the community. We send an Introductory Letter along with a "Frequently Asked Questions" document about what we are doing to mitigate negative impacts to the local community and other aspects of how we run our business to all neighbors within 300' of the facility per the City's public notification requirements. We include the CRO's phone number, email and other applicable contact information in the Introductory Letter and instruct our neighbors to contact the CRO with any concerns or if they experience any issues related to our operations. The CRO's contact information is also posted at the facility and made available to anyone who accesses the premises. The CRO attends relevant City and community meetings and acts as the facility's voice in the community. They participate in neighborhood committees and work with neighbors to avoid potential problems. They also take part in quarterly meetings with the City Manager and any interested parties to discuss costs, benefits, and concerns of the community. We provide the CRO's contact information to law enforcement, and they maintain open lines of communication with city administrators, media, and concerned citizens to handle OTC's community affairs. They spearhead OTC's community outreach and coordinate participation in community events and charitable efforts. The CRO represents the facility at industry conventions and educational seminars. The CRO works with the facility to ensure operations correspond to the adopted ethos of OTC as a good neighbor to the community and a value-added partner to the city. The CRO also keeps detailed logs of citizen and community feedback concerning operations to ensure OTC's position as a valued community member.

Contributions to Drug Rehabilitation Program: As part of our effort to proactively engage the community and make a positive impact in Bellflower, we look to partner with local organizations who are making a difference, particularly in the realm of drug treatment, prevention and rehabilitation given the nature of our business. To that end, we are committing to an annual contribution of $5,000 to a local Drug Rehabilitation Program in the City of Bellflower in compliance with City regulations. We have initially chosen the Little House Recovery Home, located at 9718 Harvard St Bellflower, CA 90706.

We will continually look for additional ways to work with Little House Recovery Home on an ongoing basis in addition to the $5,000 annual contributions. If at any point we decide to make contributions to a different organization, we will notify the City prior to doing so. Our hope is that this contribution exemplifies our Good Neighbor Policy, not just to our immediate neighbors but to all community members across Bellflower.

4.F. PAY AND BENEFITS STANDARDS AND PRACTICES, TRAINING, AND EDUCATION OTC employees are an extension of our family and their growth is integral to our company's overall success. When we began building out our labor, employment, and human resources programs, we conducted an extensive comparative analysis of some of the most successful companies in the nation that exemplified innovation and forward -thinking business practices.

We found that the most successful companies are the ones that provide: (1) Competitive compensation and benefits packages; (2) Comprehensive training programs; (3) Opportunities for skill enhancement both in and out of the workplace; (4) An emphasis on the onboarding process where the provided tools facilitate success from day one; and (5) An open- minded, communicative environment where employees genuinely enjoy coming to work. With this insight, we have crafted policies and procedures to cater to the unique needs of the cannabis industry, setting new standards for labor and employment practices within our sector. Our industry -leading Compensation Plan exceeds local requirements in Los Angeles County and is geared towards collectively improving socioeconomic status for our staff and workforce development outcomes in Bellflower. We also offer one of the industry's most expansive benefits packages to date, which includes typical benefits such as health and dental insurance along with other unique benefits such as bonuses, retirement plans, employee assistance programs and other offerings that are designed to improve our employees' quality of life. Employee training and continuing education helps our employees grow as professionals and as individuals, preparing them for advancement in the cannabis industry with our company or in other roles across different professional sectors. We foster an environment where employees genuinely enjoy coming to work every day, and a significant part of that is because they know they are being taken care of.

The following provides more detail about our Compensation Plan, benefits, and other ways in which we go above and beyond for our staff.,

4.F.I. PAY STANDARDS
OTC is committed to providing employees with wages above 200 percent the federal poverty level for a family of two. With financial empowerment being a core principle of our labor and employment practices, we are confident this commitment

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will allow us to make an immediate economic impact in Bellflower. The following outlines how we develop our compensation plan and continually ensure our employees are generously compensated.

Methodology: We use a variety of sources to develop our compensation package and demonstrate our commitment to improving our workforce's socioeconomic status in Bellflower. First, we consult the 2026 Poverty Guidelines provided by the US Department of Health and Human Services, which identifies the federal poverty level as $21,640 for a family of two household. We have also researched requirements promulgated by the Los Angeles County Department of Consumer & Business Affairs (LADCBA) to determine the minimum wage in Los Angeles County. By July 1, 2026, LADBCA will impose a minimum wage of $18.47/hr in Los Angeles County. In addition to the US Department of Health and Human Services and LADBCA, we consult other tools such as the MIT Living Wage Calculator, which has become an increasingly implemented guide for governments and third -party consultants in analyzing cannabis businesses throughout the state, such as HdL Consulting, and informs our compensation packages across all our businesses. We have also consulted the State of California's Employment Development Department's (EDD) data index, which provides amalgamated employment data across all areas of the state for different positions, wages and other economic and employment conditions. We used the comparison of "Cashiers" (MSA Code 042020; SOC Code 42-2011) for entry-level employee comparison, and "First Line Supervisors of Retail Sales Workers" (MSA Code 042020; SOC Code 41-1011) for mid -level employee comparisons. These data sources collectively provide a baseline for analysis of the job market in Bellflower, allowing us to create a compensation package that meets and exceeds the socioeconomic needs of the community.

Exceeding Minimum Wage: As stated above, OTC's compensation plan includes starting hourly wages and salaries that compensate employees over 200% of the federal poverty level for a family of two, which equates to $21/hr for hourly employees and a minimum of $43,680 for salaried employees. We reconcile employees' compensation biweekly to ensure that tips and gratuities are factored in and redistributed to the staff so that this $21/hr wage is consistently upheld. In addition to exceeding 200% of the federal minimum wage for a family of two, this wage is nearly 14% higher than the local minimum wage. Beyond base compensation, current employees are provided a range of opportunities for raises, comprehensive benefit plans that allow them and their families to create benefit packages that meet their specific needs; these benefits are described throughout the rest of this plan. We are committed to monitoring changes to the Federal Poverty Level and Los Angeles County minimum wage through LADBCA updates over time to ensure our compensation package continues to exceed the minimum wages and requirements.

Bonuses: OTC is deeply committed to our employees and believes all staff should be provided opportunities for advancement within our company. These opportunities not only bolster our employees' overall career trajectories but also allow them heightened pay well beyond the standard of minimum wage in Los Angeles County. Hourly employees earn up to $500 monthly based on sales performance, while salaried employees can earn $10,000-15,000 in performance -based bonuses annually. We have promoted various employees to higher-ranking positions since commencing operations at our existing facilities throughout California, and we continually look to promote internally rather than hire outside the organization for leadership positions. All staff members are considered for raises and promotions during yearly reviews based on performance, competency, training, continued education, and employment tenure. Raises and promotions awarded to staff with anniversary dates that fall before yearly reviews receive back pay. Staff must have worked in their current position/pay rate for at least six months during performance reviews to qualify for a performance -based promotion or raise.

OTC has had a voluntary attrition of less than ten percent (10%) since opening its Vista location in 2019, which we believe results from our commitment to competitive wages, ongoing training and development, and career advancement opportunities for all employees.

Retirement Plan (401K): OTC offers employees a 401K retirement savings plan. The Vanguard Simple 401k for small business allows OTC to match staff contributions dollar -for -dollar up to 6% of staff compensation.

4.F.IL LOCAL HIRING
OTC is committed to local hiring in Bellflower that consolidates job opportunities in Bellflower. Local outreach efforts are executed to improve economic outcomes for members of disenfranchised and targeted communities. Our primary goals concerning local outreach are to work with local employment agencies, host outreach and hiring events, sponsor training for local equity individuals, focus on local hiring and internally promoting, and maintain beneficial relations with employees. Other actions intended to benefit the local workforce include, but are not limited to, the Training and

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Development Program outlined in 4.E.IV. Additional Benefits: Employee Training and Continuing Education and the comprehensive employee benefits packages outlined in 4.E.III. Benefits Standards and Practices. These strategies have proven to be effective in our 30+ other cannabis businesses, and our expansive local network in Los Angeles County allows us to actualize this strategy in Bellflower.

High Paying Jobs for Bellflower Residents: Local hiring is imperative to OTC's overall goals as a business in every jurisdiction we operate. We have vast experience working with the community to source qualified candidates from different walks of life, and we are applying this experience to bolster Bellflower's local economy through job creation. Our commitment to local hiring at all locations has been rewarded by our fantastic staff and their ability to connect to local clients and the greater communities we serve. More than 90% of the staff at our flagship location in Vista are local residents, and we maintain a minimum of roughly 70% of the local workforce at all other locations. We are upholding our reputation as a business that provides meaningful opportunities for local residents and contributes to the City's diverse economic base by striving to maintain no less than 80% of payroll hours being performed at the business by City of Bellflower residents, with the goal of consistently increasing this percentage over time. We seek out team members from non-traditional sources to ensure employees continue to diversify our retail locations. We also have a pool of candidates from our existing stores throughout Los Angeles County who may be partial to relocating once the Bellflower facility is operational and who also have friends and family members in the area with interests in working in Bellflower.

Outreach Strategies: We work with local community organizations and other non -profits that offer employment services to execute our local hiring initiatives. OTC strategizes with local employment agencies to help source qualified Bellflower residents. We are replicating our work with cannabis -specific employment agencies such as Vangst, FlowerHire, Glassdoor, Careers in Cannabis, and Talent Acquisition Specialists to ensure we source qualified individuals with cannabis experience.

Beyond these efforts, we feature job listings at local community centers, community colleges, vocational schools, local publications, and other locations Bellflower residents frequent. We advertise open positions on Indeed, Glassdoor, ZipRecruiter, Monster, Hired, and other websites and job databases that have recently gained popularity. Finally, our Community Relations Officer will mobilize their network of residents, professionals, and other individuals to provide us with an even larger pool of candidates with experience in the industry and similar core values, beliefs, and attitudes about cannabis. Job postings are made public for a minimum of 30 days, and posts only include qualifications and skills necessary for the job using inclusive, unbiased, ungendered language. Eligible candidates are driven to learn about cannabis and committed to providing the highest level of customer service. All postings issued by OTC highlight diversity and encourage everyone, regardless of race, color, religion, national origin, ancestry, sex, disability, or age, to apply for employment. OTC adopts and builds upon targeted hiring methods to institute inclusive hiring practices that seek qualified employees from and advertise positions to veterans, seniors, women, and disproportionately impacted communities. Through specifically targeted relationships with local vendors and service providers, retail cannabis training programs for residents, and equal opportunity initiatives, OTC is vigilant and confident in its ability to attract local hires and achieve our local hiring objectives for Bellflower.

4.F.M. BENEFITS STANDARDS AND PRACTICES
Our staff is afforded one of the most expansive benefits packages offered in the cannabis industry to date, reflecting our dedication to fostering a thriving and holistic workplace environment. Salaried employees are eligible for benefits after 30 days of employment, and hourly employees are eligible after 60 days of employment, and these benefits can be accessed as needed on a continual basis as part of employment. The following summarizes each of the traditional offerings contained within our benefits package, such as health and dental insurance, along with some additional, more innovative benefit offerings like wellness reimbursements.

Health Insurance: Employees who work 30 or more hours per week are eligible for group healthcare benefits. OTC offers its employees a variety of coverage options, which include extended coverage of children, spouses and dependents. Below is a sample breakdown of our plan offerings and OTC contributions.

Salary Employees
Silver 70 HMO 1800/55: -OTC contribution towards employee: 60% -OTC contribution towards dependent: 30%

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Gold 80 HMO 250/45:
-OTC contribution towards employee: 60%
-OTC contribution towards dependent: 30%
Blue Shield Silver PPO 70 2250/50 (buy -up:
• OTC contribution: 60% of base plan
• OTC contribution: 30% of base plan
Delta Dental PPO Premier Enhanced 1800:

VSP (Vision):

Hourly Employees
Silver 70 HMO 1800/55:

Gold 80 HMO 250/45:

Blue Shield Silver PPO 70 2250/50 (buy -up:
• OTC contribution: 50% of base plan
• OTC contribution: 20% of base plan
Delta Dental PPO Premier Enhanced 1800
employee pays difference from Kaiser to Blue Shield PPO) Kaiser Permanente Silver 70 HMO 1650-55 Alt (employee)
Kaiser Permanente Silver 70 HMO 1650-55 Alt (dependent) -OTC contribution towards employee: 60%
-OTC contribution towards dependent: 30%
-OTC contribution towards employee: 60%
-OTC contribution towards dependent: 30%
-OTC contribution towards employee: 50%
-OTC contribution towards dependent: 20%
-OTC contribution towards employee: 50%
-OTC contribution towards dependent: 20%
employee pays difference from KP base plan for BS PPO)
Kaiser Permanente Silver 70 I-LMO 1650-55 Alt (employee) Kaiser Permanente Silver 70 HMO 1650-55 Alt (dependent) -OTC contribution towards employee: 50%
-OTC contribution towards dependent: 20%
VSP (Vision) -OTC contribution towards employee: 50%
-OTC contribution towards dependent: 20%
CA Disability Insurance: The Employment Development Department (EDD) administers state Disability Insurance (SDI); this provides benefits when staff can't work due to illness/injury that is not work related. Benefits are based on earnings, and the first seven days of an employee's claim is a waiting period during which no benefits are payable. Employees can get claim forms from their doctor or any office of the EDD by phone, letter, or in person. The 7 -day waiting period is waived when someone who already served the waiting period for the initial disability benefits claim files a second benefits claim for the same or related condition within 60 days after the first period of disability.

CA State Paid Family Leave Insurance: Paid Family Leave (PFL) is a state -sponsored insurance program that provides employees with partial wage replacement for up to six (6) weeks in any twelve-month period while absent from work for a seriously ill or injured family member. Eligible employees must apply directly with the California EDD to receive benefits.

OTC does not distribute PFL benefits to employees. Whenever employees can foresee the need for time off, they must also provide advance notice to OTC's management in writing and request time off.

Workers' Compensation: OTC provides insurance coverage for employees for work -related injuries. Employees receive notice at the time of hire with the name of the workers' compensation carrier in writing and any changes thereafter. Workers' Compensation leave runs concurrently with FMLA and CFRA for the first 12 weeks of time off.

Social Security: Employees are covered under provisions of federal social security law. Social security benefits supplement employees' family retirement income and provide disability and survivors' benefits. The wage deduction for social security taxes is matched by OTC. The total contribution by an employee and OTC is credited to employees' social security account.

Detailed information about social security benefits can be obtained from the Social Security Administration.

Vacation Pay: Vacation time allows employees to rest, relax and pursue special interests. OTC provides Paid Vacation Leave to show appreciation for employee loyalty and continued service. Forty hours of annual vacation pay is available to

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employees (from date of hire) and becomes available after an employee has worked full-time for one year. Vacation requests are approved on a first -come, first -served basis, as well as length of employment, frequency of vacation requests, and only if the time off does not interfere with the normal business operations of OTC.

Job Title
Cannabis Specialists, Delivery Drivers,
Verification Specialists
Vacation After 1 Year
Until End of 2 Years
1 week
After 3 Maximum
Years of Service 5 Years of Service
1 week
3 weeks
Team Lead, Dispatcher, General Manager,
Inventory Manager

CEO, CLO, COO, CRO
1 week
2 weeks
2 weeks
2 weeks
4 weeks
4 weeks
Employees become eligible for 120 hours of paid leave after 5 years of service. Further, all staff are provided paid time off or overtime for prescribed company holidays each year.

Employees are encouraged to use all vacation during the 12 -month period after it has been earned. Every effort is made to grant an employee their vacation at the time they desire. However, vacations cannot interfere with OTC's operation and, therefore, written requests for vacation time offmust be submitted to an employee's supervisor for approval at least seven days in advance, when feasible. The amount of time requested cannot exceed the accrued amount. If any conflicts arise in requests for vacation time, preference is given to employees with the most seniority and/or the last time vacation was taken. Vacation requests involving travel must be submitted for approval prior to booking travel, i.e., requesting vacation with the stipulation that travel arrangements have been made does not guarantee the time off request and may result in disciplinary action if the request cannot be granted and the time off is taken. Employees may not "cash out" vacation time while employed, nor can employees be paid vacation time as an additional paycheck in lieu of using vacation time. If an employee is on an approved leave of absence of less than five (5) days, the employee's vacation eligibility is not affected. If a paid holiday occurs during an employee's scheduled vacation, the employee receives holiday pay for that day, and the employee shall not be charged for a vacation day on the day the holiday is observed.

Sick Pay: Paid Sick Leave provides employees with a measure of wage/salary continuation when they are absent from work.

Paid Sick Leave may be used for employee illness or injury, as well as the diagnosis, care, treatment of an existing health condition, or preventive care for themselves or a family member. Paid sick leave is available if an employee or a member of the employee's family has been the victim of a crime and the employee needs to take time off to attend judicial proceedings relating to the crime. Employees who are victims of domestic violence, sexual assault or stalking may also use paid sick leave time. Employees can use available Sick Leave in the event of the death of an immediate family member or the family of a spouse. Paid Sick Leave cannot be used for non -health -related matters such as tardiness, to extend a vacation or for absences of non-scheduled workdays. Requests for use of sick leave benefits can only be for a day on which an employee is scheduled to work or when they are called to report to work. Employees accrue Sick Leave on their first day of employment and can use Sick Leave after working at least 30 days. Paid Sick Leave is credited to employee banks of time based on employee classification, which relates to an employee's hourly commitment.

Employee Classification Yearly Sick Leave Credit in Hours Yearly Sick Leave in Days Full -Time Employees (40 hrs/ wk)

48.00 6.00
Full -Time Employees who average
30 but less than 40 hrs/wk I

40.00 5.00
Holiday Pay: OTC observes Thanksgiving and Christmas and is closed on those days. If an employee's regularly scheduled workday falls on one of these holidays, the employee is paid at their hourly rate. If the schedule changes from week to week, holiday pay for these holidays is determined based on whether the employee worked the same day of the week for the four weeks leading up to the holiday. In addition, the stores close at 8 pm on Thanksgiving Eve, Christmas Eve, and July 4th. If an employee's regularly scheduled workday falls on one of these days, scheduled hours are adjusted according to the needs

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of the store. All non-exempt staff who work any of the following holidays are paid at time and one-half: New Year's Day, President's Day, Easter, Memorial Day, Independence Day, Labor Day and Veterans Day. To qualify for holiday pay, an employee must work the employee's regular schedule the day immediately before and after the holiday. Approved excused absences; use of Sick Pay or other types of time off protected by law are considered exceptions to this policy. Exempt staff who work the whole week are paid their regular salary. For example, if Christmas Day occurs on a Saturday, the holiday is generally observed on the preceding Friday. If Christmas Day occurs on a Sunday, it is generally observed the following Monday. An employee may take time off to observe the employee's religious holidays. If available, a full day of unused vacation may be used for this purpose, otherwise time off is without pay. An employee must notify their supervisor at least five (5) days in advance. Part-time employees are eligible to receive holiday pay only for holidays on which they normally would be scheduled to work and only for their regularly scheduled hours. An employee is not eligible to receive holiday pay when the employee is on a leave of absence. Holiday pay is not considered "hours worked" when computing overtime pay.

Unemployment Insurance: OTC pays unemployment insurance taxes on behalf of employees to state and federal governments. These taxes fund payment of unemployment insurance benefits to employees eligible to receive them.

Maternity Program: OTC endorses a healthy work/life balance and quality time with family. We want to provide as much coverage as possible by allowing eligible employees time to adjust to their new life and bond with their children. Eligible employees are categorized as primary caregivers who have been with OTC for at least six (6) months prior to leave and are welcoming a new child to their family either through birth or adoption. Together with the state of California, OTC offers the following Maternity Leave Program:
1) Primary Caregiver Leave: for up to 12 weeks of paid leave. OTC will supplement California Paid Family Leave so that eligible employees are paid 100 percent of wages for up to 12 weeks. a. California Paid Family Leave (PFL):
i. In the state of California, Paid Family Leave provides up to eight weeks of partial wage replacement benefits to bond with a new child.
ii. Provides approximately 60 to 70 percent of your wages during your leave. b. OTC Paid Family Leave:
i. OTC will pay up to 40% of wages for the first 8 weeks of leave. Following that, OTC will ensure you receive 100 percent of your wages for the remaining 4 weeks. 2) Flexible Options: Employees can choose when to take their Parental Leave - either in one continuous period or split into two periods within 12 months of birth or adoption. a. Employees must notify their manager and the Human Resources Department as soon as possible, ideally at least 6 weeks prior to the start of leave.
3) Ramp Back Program: With this program, staff can ease back to work with up to 2 weeks of flexible time. a. Employees coordinate directly with their manager & the Human Resources Department to discuss an appropriate ramp back schedule for the first two weeks back at work.

Family and Medical Leave (FMLA) and California Family Rights Act: This leave section is to comply with both the federal Family and Medical Leave provisions (FMLA) and the California Family Rights Act (CFRA) provisions, where applicable.

These leaves run concurrently unless prohibited by law. These two laws provide a leave of absence for the birth, adoption or foster care placement of an employee's child, or the care of an employee's child, adult child who is incapable of self -care, child of same -sex spouses, parent, spouse, same -sex spouses, registered domestic partner (CFRA) with a serious illness/health condition, or the employee's serious illness/health condition that makes the employee unable to perform their duties.

Employees who have completed at least one year of employment and have worked at least 1,250 hours in the previous twelve (12) months who are employed at a worksite where OTC maintains on the payroll (as of the date of the leave request), at least 50 part- or full-time employees within 75 miles (measured in road miles) of the worksite where the employee requesting the leave is employed, may submit a written request for a family and medical leave of absence, without pay, for any length of time up to a maximum of twelve (12) workweeks in a 12- month period. The written request must be submitted to the HR department or to the employee's direct supervisor to turn into HR. The 12 -month period is measured backward from the date an employee uses any family and medical leave. There is no carryover of unused leave from one 12 -month period to the

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next 12 -month period. If the need for a family and medical leave of absence is foreseeable, employees must submit their request at least thirty (30) days in advance. We normally grant requests for family and medical leave based on the facts and circumstances surrounding each request. If granted, employees are given written notice designating the leave as a family and medical leave of absence, as well as notice of their rights and obligations during the leave. Requests for family medical leave to care for a child, parent, or spouse with a serious illness/health condition, or an employee with a serious illness/health condition, must be accompanied by a health provider's written statement that certifies the need for the leave and estimates the length of time the employee is unable to work due to the serious illness/healthcondition. Although OTC cannot guarantee reinstatement in all cases, employees on family medical leave who return to work immediately following the end of an approved leave are returned to the same job they held immediately prior to their leave or, if that position has been eliminated, a comparable position, if one is available. If such a position is not available, then the employee is entitled to a position for which they are qualified.

Employees with a serious illness/health condition must present a healthcare provider's written release to their manager or provide the release to the employee's direct supervisor, verifying that they can safely perform their duties before they are allowed to return to work. OTC attempts to work with the employee to provide reasonable accommodation, as applicable. FMLA leave to care for a service member might include care of a grandparent, grandchild, sibling or parent -in-law and the employee could apply for PFL benefits. Under CFRA and FMLA regulations, employees may use protected leave to care for a seriously ill family member, including someone who stood in loco parentis to the employee. FMLA/CFRA will cover an employee's leave only under this circumstance if the person is a grandparent, grandchild, sibling or parent -in-law.

For employees on family and medical leave for the employee's own illness/injury, OTC may require use of and integrate any sick or vacation pay into SDI. Employees out on baby bonding leave may be required to use sick leave or vacation time to supplement PFL. Once an employee begins receiving benefits from a disability leave plan, such as state disability, or a disability benefit offered by OTC (such as a long-term disability plan), they are not required to use their sick leave and/or vacation time while on an FMLA/CFRA leave; however, may elect to use sick leave, and/or vacation time to supplement their disability benefits if they request the use of these paid time options and/or the long term disability leave plan does not provide them with complete wage replacement (e.g. if the plan only pays an employee 2/3 of their wages).

Additional Forms of Leave: We offer an extensive profile of leave to our employees to accommodate all potential scenarios in which they may need support. The following types of leave are available: (1) Worker's Compensation Leave; (2) Service Member Family and Medical Leave; (3) Pregnancy Disability Leave; (4) Personal Leave; (5) Bereavement Leave; (6) Military Leave; (7) Spouse Military Leave; (8) California Emergency Duty Leave; (9) California Civil Air Patrol Employment Protection Act; (10) California Crime Victim Leave; (11) California Domestic Violence and Sexual Assault Victims and Stalking Leave; (12) California Organ and Bone Marrow Donor Leave; (13) Subpoenas/Witness Duty Leave; (14) Time Off to Vote; (15) Time Off for Religious Reasons; (16) School Appearance Leave; (17) Family School Partnership Leave; and (18) Alcohol and Drug Rehabilitation Leave.

Re -integration after Leave: OTC recognizes the need to provide transitional work to employees who are unable to perform duties due to non -occupational or occupational injury/illness as soon as the treating physician deems it medically feasible. The Early Return to Work Program applies to all staff with modified work duties resulting from occupational injury. The number of available transitional work positions may be limited. The ability to participate in the program depends on the nature of the job, types, duration of any restrictions, and OTC's ability to provide such work. 1) Employees on leaves of absence more than thirty (30) days must provide written certification to Human Resources from their physician every thirty (30) days to support their continued disability. 2) Request for an extension of a leave of absence must be made in writing prior to the expiration date of original leave, and when appropriate, must be accompanied by a provider's written statement that certifies the extension need. 3) Failure to retum to work on the first workday without having contacted OTC about the need for additional time, following the expiration of an approved leave of absence may be considered a voluntarytermination. 4) OTC works with the employee to provide reasonable accommodation, as applicable. A doctor's note must be provided to the immediate manager to begin the interactive process and to consider what type of accommodation would be suitable. 5) Eligibility for continued coverage under OTC's group insurance plans is determined based on the type of leave. Details are explained to eligible employees at the time ofleave. 6) Employees must make arrangements with OTC to pre -pay their share of the first month's group insurance (or if enrolled

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in supplemental plans) premiums before going on any leave of absence which are longer than a pay period. Payment for additional months must be received by the first of the month. Failure to pay the share of the premium may result in loss of coverage. Certain types of leaves preclude cancellation of coverage, even if premiums are not paid by the employee.

Employees who fail to return to work at the end of an approved leave of absence may be required to reimburse OTC for group insurance premiums paid by OTC while the employee was on leave. 7) Employees on leave of absence may be subject to lay off on the same basis as employees who are actively at work. 8) OTC may hold in abeyance or proceed with any counseling, performance review or disciplinary action, including discharge, that was contemplated prior to any employee's request for or receipt of a leave of absence or that has come to OTC's attention during the leave. If any action is held in abeyance during the leave of absence, OTC reserves the right to proceed with the action upon the employee's return.
9) Requesting or receiving a leave of absence in no way relieves employees of their obligation while on the job to perform their job responsibilities capably and up to OTC's expectations and to observe all OTC rules, policies and procedures. 10) Employees on leave of absence must communicate with OTC on a regular basis, at least once a month, regarding their status and anticipated return to work date.
11) Employees who return to work from a medical, pregnancy -related disability, family medical, or workers' compensation leave of absence may be required to submit to a physical examination, at OTC's expense, to determine fitness for duty. 12) Employees on leave of absence who seek or accept other employment for work that is prohibited by leave restrictions or employment without following OTC policy, may be subject to disciplinary action, up to and including possible termination. Such employment may not conflict with the employee's assigned schedule or responsibilities with OTC. 13) Medical leave is considered time spent off work to satisfy the federal Family and Medical Leave Act and any State leave requirements (if eligible), where the law allows. If State and Federal laws conflict, the most generous law applies. 14) Employees returning from medical leave that concurrently satisfies requirements of FMLA, CFRA, PDL, or Organ or Bone Marrow Donor are entitled to reinstatement to same or comparable position. If such position is still available, if not, the employee is entitled to a position for which they are qualified. 15) An employee who is granted a medical leave of absence must use any accrued vacation, sick benefits and/or PTO during the period of his or her disability, unless the type of leave makes such use optional. 16) Vacation time and sick leave do not accrue during leaves ofabsence. 17) Employees who falsify the reason for their leave of absence may be subject to disciplinary action, up to and including possible termination.
18) All foreseeable leaves of absence to be approved in advance, in writing, by an employee's supervisor.

Paid Volunteer Time: As part of OTC's commitment to community, all staff are entitled to paid time off for time spent working at a community non-profit organization or city sponsored community events. Part-time employees are allowed 15 paid volunteer hours per year, and full-time employees can earn up to 30 paid volunteer hours annually.

Labor Peace Agreement and Collective Bargaining: OTC upholds strong labor standards in a diverse and supportive workplace environment. We have developed relationships with various labor unions for our other businesses and plan to partner with UFCW's local union as our workforce approaches ten employees. OTC has an existing LPA with UFCW 770 for its current retail locations in Reseda, Harbor City and Sherman Oaks and plans to enter into a Labor Peace Agreement (LPA) with United Food and Commercial Workers (UFCW) Local 770 to enforce its labor values (BPC §26051.5(a)(5)) at our proposed location in Bellflower. UFCW has organized and represented cannabis workers since 2011. Our contemplated LPA includes: (1) Agreements to prevent disruptions of labor organizations' efforts to communicate with and attempt to represent employees; (2) Facilitating access for the UFCW to areas where OTC employees work to meet with employees and discuss the right to representation and employment rights; (3) The enactment of a card check process, in which union agents can obtain the signatures of workers on cards in a secret ballot election authorizing the union to represent the employees; and (4) other employment terms and conditions in accordance with the definition of "Labor Peace Agreement" (BPC §19300.5(w)). OTC has existing LPAs with UFCW, which is a "Bona Fide Labor Organization", for locations throughout California, including the neighboring City of Artesia, and we look forward to engaging UFCW's local chapter to represent our Bellflower cannabis workers.
iSolved - Comprehensive Human Resources Portal: All our employees have access to iSolved, which is a comprehensive human resources (HR) platform for all employees that provides front-end and back -end HR functions. iSolved allows all

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employees to create an account, provide all required personal information, tax documentation and other required inputs to complete the onboarding process. Once employees are onboarded through iSolved, they are provided access to all sorts of internal information such as the management of their benefits, access to the Employee Handbook, tax guidance, pay stubs and history, time off requests and much more. iSolved also integrates with our payroll processing platform, Coastal Payroll, to administer paychecks for all employees and to manage financial data relating to employees, including clock in and out protocols, pay remittance and other internal information that helps us stay vigilant with respect to HR. Employees can also send secured messages to OTC's team of HR representatives to ask questions about benefits, get clarification on onboarding items and form a direct line of communication for all of their HR needs. This platform has been critical for optimizing our HR protocols to provide access to information and empower employees to take advantage of all our benefits offerings.

Employee Assistance Program (EAP): OTC provides access to its EAP to all staff and families. Our history as small business owners has shown us employees face a myriad of complex challenges, such as financial or legal problems, substance abuse and family stress. An increasingly common problem employees face is racism and discrimination in various settings throughout their day-to-day lives and exposure to racial injustice and racially driven events taking place all over the country. We believe it is our responsibility to be there for team members when they experience racism, injustice, and personal difficulties, and to this end, we have developed a program to assist team members in resolving complex challenges as they arise. Staff will be provided with a network of professionals, counselors, and advisors to assist with the following:
(1) 24 -hour confidential counseling availability; (2) Community resource referrals for Mental Health, Social Security, Medicare, Hospice, and 12 -step programs; (3) Mutual discount offerings to a wide range of local retailers that align with our beliefs; (4) Online training and resources to foster personal and professional growth; (5) Tuition and education subsidies; (6) Legal and Financial Professionals; and (7) Credit counselors and other financial resources. We look to add benefits to our EAP over time that relate to racism, the promotion of social justice, personal wellbeing, and other areas of need. If employees voice a concern, we take it into consideration and determine a possible way of incorporating new features to solve these problems for our employees.

Continuation of Benefits: Under the federal Consolidated Omnibus Budget Reconciliation Act (COBRA), employees and qualified beneficiaries are eligible to continue medical insurance benefits at slightly higher premium rates than OTC pays.

COBRA costs and eligibility are administered in accordance with all statutory requirements. The length of COBRA continuation coverage is determined by the qualified event from the list stated below. An employee who exhausts their 18 months of COBRA coverage and was entitled to less than 36 months of COBRA coverage, may have the option to choose up to 18 months of additional coverage under Cal-COBRAdepending on the qualifying event. Group medical and dental coverage can continue when any one of the following "qualified events" occur: (1) Death of covered employee (spouse and dependent child of covered employee covered for up to 36 months); (2) Termination (other than by reason of gross misconduct) or reduction of hours of the covered employee's employment (coverage for up to 18 months for covered employee, spouse and dependent child); (3) Divorce or legal separation of the covered employee from the employee's spouse (former spouse and dependent child covered for up to 36 months); (4) The covered employee becomes entitled to benefits under Medicare (coverage for up to 36 months for the covered spouse and dependent child); (5) The dependent child ceases to be a dependent under the requirements of the plan (coverage for up to 36 months for the formerly dependent child); and (6) An employer's bankruptcy, but only as it relates to health care coverage for retirees and their dependents (coverage for up to 36 months). At the time of termination, or other qualified event, continuation information, time limits and procedures are given to the employee or sent to the employee that includes the benefit premium, terms and options available to the employee. Same -sex partners and spouses are qualified beneficiaries. Under Cal -COBRA, if a registered domestic partner was a health plan participant on the day before a qualifying event, they would be entitled to continuation benefits. If conversion is elected, it is the employee's responsibility to maintain the benefit premiums. The employee should notify OTC if they have not received the COBRA paperwork within 30 days. After the continuation of benefits under COBRA concludes, the employee may convert their insurance to an individual plan by contacting the insurance carrier directly.

Continuing Education: We support the pursuit of continuing education, growth opportunities in the workplace, and accomplishment of outside career goals for employees. We budget up to $20K annually to offset the cost of education or outside cannabis certifications our staff may pursue to enhance knowledge of the plant, the supply chain, and the industry overall. We also provide employees with an education stipend for every semester they are pursuing an associate's, bachelor's or master's degree, which can be used towards enrollment, books, or other education -based expenses. Educational pursuits

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that qualify for OTC's education stipend and flexible scheduling include: (1) Local Community Colleges; (2) Local four- year universities; (3) Oaksterdam University cannabis education programs; (4) Americans for Safe Access (ASA) cannabis educational programs; and (5) Other programs as approved by the CEO, COO and CCO. It is our hope that by investing in our employees' education and training we are fostering a positive environment of growth and opportunity for all those who work at OTC. See 4.E.IV. Additional Benefits: Employee Training and Continuing Education below for more details.

Local Hiring: We strive to ensure that no less than 80% of our staff resides in Bellflower or neighboring communities.

More detail regarding local hiring efforts is provided above in 4.E.II. Local Hiring.

Employee Discounts: All OTC staff receive a 25% discount on purchases. At the time of hire, each employee also receives a gift card with a $5 store credit. Employees receive periodic store credit incentives on their gift cards. Any purchases for employees must take place before or after work, on a break, or on a day when an employee is not working. Only supervisors may apply the employee discount to purchases, and all employees, including supervisors, cannot ring up their own purchases. OTC employees are prohibited from extending OTC's 25% discount to any non -OTC staff or contractors. We also encourage our employees to participate in reviewing products.

OTC Gear: When employees are onboarded, we offer them a package of OTC -branded clothing, hats, and accessories that they wear during their time at OTC at no charge. The package varies depending on the season, but it generally includes five t -shirts, a hooded sweatshirt, two hats and various accessories such as key chains and stickers. We want employees to feel like part of the family, and the provision of a "swag bag" helps us welcome new employees to the team and show our appreciation for their help in making OTC a premiere cannabis retail establishment.

Wellness Reimbursement: OTC offers up to $500 per calendar year for employee -initiated health and wellness activities and expenses. Employees receive reimbursements for a variety of wellness -related expenses including but not limited to:
gym/pool memberships, fitness classes, lessons, retreats, sports league dues, physical equipment and various other activities to help employees achieve their health and wellness goals.

Fully Stocked Break Room: To promote the health and wellness of our staff, we stock our Break Room with food, drinks and snacks that have nutritional value and help our employees stay nourished throughout their day at work. Rather than a vending machine that carries food with processed ingredients and soda with high fructose corn syrup, we take the time to evaluate healthy food, drink, and snack options and solicit employee participation in our selection process. Our fully stocked Break Room is always equipped with a complimentary and diverse selection of items, ensuring a constant variety is available at no cost to employees. We also include options for those who have dietary restrictions, such as vegan, gluten -free, Keto, and Kosher.

4.E.IV. ADDITIONAL BENEFITS: EMPLOYEE TRAINING AND CONTINUING EDUCATION OTC's Training and Development Program ("TDP") includes multiple phases, and each phase consists of various training modules that collectively educate employees on the entirety of compliant cannabis retail operations. Our onboarding training consists of a 5 -day introductory training module and includes operational and security training to help new staff learn system protocols that their positions require. This first phase of training is conducted in a classroom setting and includes the following topics: (1) Client Check -In, Screening, Registration & Validation; (2) Processing Transactions, Point -of -Sale and Customer Service; (3) Security Operations; (4) Inventory Control; and (5) Local and State Regulations. Two out of the five days of our Phase One onboarding training are dedicated to security alone. Staff members must pass a written examination with a minimum score of 85% prior to graduating to the second phase of onboarding training, where they perform practical exercises and simulated demonstrations of the protocols and procedures that they were trained on in Phase One; the specific practicums required for each type of training are described below. Phase Two also includes trainee evaluations and feedback in real time to help new hires understand their strengths and overcome any areas of weakness ensuring they are best equipped for success. Once they pass through the second phase of training, employees are officially ready to begin their duties as an OTC staff member.

Throughout their employment at OTC, staff members are provided quarterly training modules across varying operational topics to ensure they are continuing to hone their skills. We also provide training in all regulatory updates that are passed along from the City of Bellflower, the DCC, OSHA, or any other oversight agencies. Biannual performance reviews, honest

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feedback and consistent support ensure continual growth and optimized performance from all team members. Our focus on continuous training not only supports staff retention and customer satisfaction but also drives operational efficiency. By keeping our employees updated on the latest industry practices and regulatory changes, we ensure that the store runs smoothly, remains compliant, and stays ahead of market trends. This approach enables our team to identify areas for improvement, implement new solutions, and contribute to the overall growth and success of OTC.

General Operations Training: OTC's TDP integrates various aspects of our general operations with our security SOPs, such as inventory control to prevent diversion, or customer check -in procedures to prevent unauthorized individuals from entering the premises. Through our TDP, our staff receives comprehensive training in all areas of operation so they can effectively do their job, help us maintain compliance with local and state regulations and instill a safe and secure environment at the facility. OTC makes a substantial investment in staff education and training to include differences in products, product potency, delivery methods, customer service, and laws governing personal use. Staff are trained to spend as much time as needed with clients, suggesting altematives, and discussing disadvantages and benefits of different products and consumption methods. Beyond customer service and product knowledge, staff training also focuses on operational training, which educates staff on essential standard operating procedures (SOPs) and compliance protocols. Training includes situational simulations where managers and senior staff simulate workplace situations to ensure staff is prepared to perform their duties. Our 5 -day introductory training module includes operational training to help new staff learn system protocols that their positions require of them, including: (1) Point of Sales; (2) Client Check -In, Screening, Registration & Validation; (3) Processing Transactions; (4) Security; (5) Inventory Training; and (6) Quality Control. Staff are also trained on appropriate use of safety and sanitary equipment, cleaning maintenance requirements, and emergency operations. Our training program incorporates an orientation quiz and trainee evaluations and feedback to help new hires understand their strengths and overcome any areas of weakness ensuring they are best equipped for success. All staff is required to complete ongoing training on a quarterly basis to ensure they are consistently building their knowledgebase and are being given all tools required to succeed at OTC. Employees are also given quarterly reviews and management provides ongoing support and advice to ensure continual growth and optimized performance from all team members. In addition to quarterly trainings, OTC is committed to providing staff with opportunities for continuing education from external programs while focusing on staff retention. Our commitment to ongoing training increases employee retention, which directly benefits the store and customers as longer tenured staff build upon their knowledge of cannabis and become familiar with returning customers, ultimately creating a safe, comfortable, and reliable environment for our customers and staff. Below is a summary of our general operations training modules and their respective functions within the TDP:

Training Module - Employee Identification: Employees are trained in the importance of wearing ID badges, checking badges in and out, returning badges upon termination and protocols for handling the loss of an ID badge.

Training Module - Security Protocols: All staff are trained in organizational security protocols to ensure personal safety, and the safety of customers and the community. Specific security training focuses on the requirements of BMC, including video surveillance, alarm system, monitoring, the overall security plan, live video and audio feed, diversion prevention, product access protocols, cash management plan, product deliveries, employee safety, and theft reduction measures.

Training Module - Customer Check -In, Screening, Registration & Validation: Intake registration training focuses on verifying age documentation. All customers are required to provide valid government -issued ID verification. Our training emphasizes the California Consumer Protection Act as well as the Health Insurance Portability and Accountability Act (HIPAA); our training helps employees prioritize clientele's privacy and ensure compliance with state and federal mandates as they relate to consumer and patient privacy.

Training Module - Differences in Products: Training on differing properties and various benefits, effects and dosage recommendations of products to ensure that our employees are knowledgeable and can guide customers through the process of product selection. Training focuses on the differing benefits and effects associated with cannabinoids, terpenes and individual compounds found products, various product categories and delivery methods. We also host information sessions with sales representatives to impart detailed knowledge about their products on our staff. Working knowledge of cannabis components and their effects and benefits allows our employees to effectively help customers determine the cannabis products that best serve their health and wellness needs.

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Training Module - Customer Service: Customer service training encompasses sales, active listening, engagement with customers and assisting customers in making informed purchase decisions. Our approach is to teach staff how to facilitate client -lead solutions while maintaining a strong connection with customers and understanding their needs.

Training Module - Simulated Customer Interactions: Simulations involve senior staff playing the role of a customer with a specific need, so hirees can adapt to customer requests in a lifelike situation. Simulations ensure staff is proficient at processing transactions, handling cash, informing customers, and creating a welcoming atmosphere.

Training Module - Laws Governing Personal Use: Employees are trained on personal use guidelines so they can inform customers about laws governing cannabis use and ensure they have a safe and enjoyable experience. Employees must show knowledge of the daily limits of different cannabis goods, product dosing parameters, limitations on cannabis possession and use in public spaces and while in a vehicle, personal use cultivation policies, interstate transport of cannabis goods.

Training Module - Metrc, Meadow POS and OnFleet: Our Owners, Managers and Supervisors undergo state mandated Metrc training and all modules relating to Meadow POS to ensure that our staff is highly capable of performing the necessary track and trace retail functions for compliant cannabis retail sales. All new hires complete training with Meadow POS software and the program to make sure they are proficient in the operating system, scanning products, recording transactions, providing sales receipts, uploading completed transactions and all other transaction processing tasks required for inventory management, control and documentation. Meadow training consists of two training videos with a one -hour Q&A session with their Customer Success team. Employees have access to the training videos as new hires or for brushing up on the materials. Meadow Customer Success teams are available 365 days per year via phone, email or online chat through the software itself.

Training Modules - Inventory Management & Control: Employees are trained how to document incoming inventory in the store's inventory database. All staff are trained to reconcile daily and weekly sales, conduct weekly inventory reconciliation, enter new products by creating product names, categories, and SKU's, coordinate product disposal and report expired product in Metrc based on expiration dates. The Manager, with the oversight of the CEO, ensures all staff have the education, training, and experience essential to perform all assigned inventory functions. Employees will not be allowed to report to work prior to receiving orientation training, which includes inventory training. OTC ensures that all employees receive annual refresher training that, at minimum, covers all necessary topics, including batch sampling, reviewing Certificates of Analysis, transporting inventory and various other topics.

Training Module - Customer Education: Our employees that are responsible for monitoring our onsite consumption clients need to be able to recognize signs of an adverse reactions to cannabis, overly intoxicated patrons and various other aspects of cannabis consumption. Training our employees to administer customer education on how to prevent these events is crucial to our onsite consumption operations.

Training Module - Impaired Customers & Purchase Limits: We teach staff to spot intoxicated guests entering the premises and prohibit sales to intoxicated customers while adhering to state -imposed purchase limits.

Training Module - Transportation: We train our delivery employees on the requirements for vehicle maintenance and storage, product security during transport, driver safety, logistics coordination and other aspects of their day-to-day operations as a Delivery Driver or Dispatcher. These modules include instructions on how to use OnFleet to communicate between both parties and also how to use Dutchie for order processing and correspondence.

Training Module - Dispatch: These training modules focus on driver coordination, transportation monitoring and all other responsibilities maintained by the Dispatcher. We ensure that all our delivery routes are streamlined to reduce emissions attributed to our operation and that all our customers receive their orders in a timely fashion without compromising driver safety. These modules also have a heavy component on OnFleet as this software is a foundational piece for route planning, tracking, correspondence, and customer notification.

Training Module - Loading & Unloading: This module focuses on the process of loading and unloading cannabis and currency from the delivery vehicle. This process happens at least once and often multiple times per shift, and the quality control and proper handling of cannabis and currency in this process is imperative for inventory and cash management.

4. BUSINESS PLAN
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Security Training: As highlighted above, a significant portion of the TDP involves training in specific elements of the Security Plan, including but not limited to: preventing diversion, inversion, theft and loss of cannabis; reporting requirements for disqualifying offenses; pocketless uniforms; random pat down searches; serious injury or death of an employee; employee assault; employee theft, fraud or embezzlement; suspicious activity protocols; access control protocols; main facility entrance procedures; ID sign in -log procedures; confidential passwords; identification badges; facility agent identification procedures; emergency exits and evacuations; video surveillance system; data security; vulnerability and threat assessment training; sexual harassment prohibitions; workplace violence; inventory management, control and reporting; and reporting potential violations and security issues. Staff members are required to demonstrate the following, at minimum, prior to working their first shift at OTC: (1) How to follow established procedures to access the main entrance using badge and employee PIN; (2) Gaining access through the security pass through by electronic means to enter Limited Access Areas (LAAs); (3) Properly displaying their badge; (4) Observing security threats in parking areas and other areas in the surrounding neighborhood; (5) Cash management protocols; (6) Loading and unloading cannabis goods to and from a delivery vehicle; (8) Proper operation of security equipment such as access control, alarm and surveillance systems; and (9) Walkthroughs of robbery, burglary and active shooter situations. Below is a detailed breakdown of the more important training topics and modules within Security Training:

Security Training Module — Security Equipment and Systems: It is imperative that all employees understand the role of security systems and equipment in operational security for the entire facility. We provide employees a copy of our security diagram that shows the locations of all surveillance cameras, alarm system components, access control tags and other features of the security system to ensure their ability to use this equipment if needed. For example, our Cannabis Specialists must know the location of all panic buttons installed at the POS counter in the event of an attempted robbery. We also train employees on the functions of all security systems. We provide a wallcthrough for how to successfully scan RFD badges in LAA's throughout the facility to access product, how to access playback footage in the surveillance system, how to use a panic button and other elements of operating our security systems.

Security Training Module — Robbery & Burglary Protocols: Burglary training provided to staff is designed to eliminate direct conflict with suspects, making various mental notes and observations while facilitating rapid suspect departure.

Mental notes include descriptive features and distinguishing marks on suspect(s) including clothing, hair color, eye color, scars, tattoos, etc. Staff is trained to handle high stress situations by prioritizing staff and customer safety over money and merchandise. Employees are shown locations of silent alarms and panic buttons but are always instructed to comply with demands and alert robbers/burglars of potential escalation factors. OTC employs a no chase policy and trains staff to enforce minimum contact protocol with robbers. Robbery management training is aimed at teaching de-escalation techniques and emphasizing customer and staff safety. Staff must remain as calm as possible — refraining from spreading panic and following direction as swiftly as possible. Crime scene preservation (such as items, entryways and control systems accessed and utilized by suspects), cooperation with law enforcement, alarm activation and maintaining confidentiality of occurrences are additional training concepts. Such protocols are in effect to protect staff, security, and the general public from harm including bodily injury or death. In addition to training for security and safety, all staff completes the following courses: (1) FEMA IS -906: Workplace Security Awareness — this course hones employee awareness of workplace security threats, teaching them to identify and mitigate risk; (2) FEMA IS -907: Active Shooter —this training prepares staff to respond effectively to active shooter scenarios; and (3) FEMA IS -912: Retail Security Awareness — training bolsters security awareness, equipping staff with strategies to prevent fraud and theft, as well as to safeguard assets. Management also completes: FEMA IS -37.19: Managerial Safety and Health designed to sharpen their ability to oversee safety and health policies that protect both staff and clientele. OTC's burglary and robbery protocols focus on protecting assets, preventing unauthorized entry, and deterring crime from the outset. All OTC employees are trained on how to deter these crimes and respond during the commission of these crimes to maximize safety.

Security Training Module — Cash Handling: Maintaining security in the chain of custody for cash is as important as maintaining chain of custody for cannabis goods, and we ensure all employees fully understand this priority. Onboarding training for cash management includes walkthroughs for processing cash transactions, counting in starting tills at the start of the business day, counting out closing tills at the end of the business day, cash -related features of Meadow' POS system, SmartSafe operation and maintaining records of cash deposits. We also train employees on how to detect counterfeit bills with the use of initial visual inspections, markers, and ultraviolet lighting systems as well as how to reject counterfeit bills

4. BUSINESS PLAN
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and deescalate negative customer reactions when a bill is not accepted. Managerial level employees who interact with cash transport officials are trained on these protocols extensively with a step-by-step walkthrough of completing a bank drop with DAMA Financial.

Security Training Module — Emergency Response: All employees undergo safety training throughout onboarding and receive additional training. In addition, semi-annual scripted training courses are required with group and individual evaluations. Each employee is evaluated on several objectives, including understanding and execution of required protocols, attention to detail, verbal communication, and ability to demonstrate restraint and control in complex and ever-changing circumstances. General Safety Protocol is to include earthquake, fire and evacuation safety training that teach employees to manage varying circumstances. All staff is made aware of exits and standard safety protocol. The location of fire extinguishers and manual fire sprinkler valves are addressed in training as well as how to properly coordinate evacuation efforts including limited access evacuation considerations. General safety training also includes chemical safety, office furniture and equipment safety, and safe work practices. This training is supplemented by the employee handbook safety rules and safe work practices. Finally, a list of safety rules is provided to all staff and posted in various locations throughout the premises.

Security Training Module: Occupational Safety & Health: Safety and health training is essential to prepare staff for potential dangers that can occur in the workplace. Safety Training is modeled after the Occupational Safety and Health Administration's (OSHA) Voluntary Protection Program (VPP) and include information about associated Safety and Health Management Systems implemented at our facility. Operational procedures and standards for site maintenance and discrepancy reporting follow OSHA guidelines. Covered topics include Hazardous Materials, Personal Protective Equipment, Medical/First Aid, Hygiene/Sanitary Practices and reporting. We require one employee and supervisor to complete a 30 -hour OSHA general industry training course by an authorized OSHA training institute within one year of obtaining the retail storefront and delivery licenses (BPC § 26051.5(a)(11)). It is imperative that all employees are well - versed on these protocols to protect themselves and each other form injury and illness.

4.E.IV.1. CONTINUING EDUCATION
In addition to offering employees exceptional compensation and benefit packages that exceed living wage standards, OTC is committed to providing our employees meaningful development ladders where they may not only grow their careers within the company but also build their careers for opportunities beyond OTC. OTC works with committed and talented employees to provide management opportunities and wage increases as well as offer their staff continuing education opportunities in cannabis specific education and training and support for those seeking higher education goals.

Continuing Education: Our Training and Development Program (TDP) supports the pursuit of continuing education, growth opportunities in the workplace, and the accomplishment of outside career goals for our employees. We cover the complete cost of outside cannabis certifications our staff may pursue to enhance knowledge of the plant, the supply chain, and the industry overall. We also provide employees with an education stipend for every semester they are pursuing an associate's, bachelor's or master's degree which can be used towards enrollment, books, or other education -based expenses.

It is our hope that by investing in our employees' education and training we are fostering a positive environment of growth and opportunity for all those who work at OTC. Vocational training and college education should allow employees to pursue the career paths of their choice, whether it be with OTC or not; we look forward to being an integral supporter of our employee's future successes. We are committed to providing flexible scheduling to accommodate academic pursuits as well as employee stipends that can be used for continuing education purposes. Managers work with enrolled employees at the beginning of academic semesters to coordinate shifts and scheduling to ensure staff can carry out both their professional and academic responsibilities. Beyond financial support, OTC works with employees to schedule shifts that allow them to meet their academic and employment responsibilities. OTC's shift manager coordinates with all enrolled employees at the beginning of each academic semester to coordinate shifts and scheduling amongst team members to ensure staff can harmonize work and school scheduling. Educational pursuits that qualify for OTC's education stipend and flexible scheduling include technical and vocational schools; cannabis training and education; as well as junior college and 4 -year colleges.

4. BUSINESS PLAN
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Career & Technical Education Opportunities: OTC's commitment to providing employees with opportunities for growth and career development, within OTC and in career areas of interest, is exemplified through reimbursements to Employee's who are enrolled in accredited secondary schools, vocational programs, or an equivalent institute offering some form of academic, technical, and job preparation training. These programs give students career -oriented education specific to areas of interest. Employees obtain a certificate, diploma, or career -specific credential that allow for growth within OTC or entry and growth in the industry they have received training in upon completion. While OTC does not discriminate against an employee education/career choice, we encourage employees looking for internal growth opportunities to take programs specific to retail cannabis operations such as, business, health and wellness, as well as some cannabis -specific technical - oriented programs. While some cannabis operations related programs are offered through community colleges and 4 -year universities, which are outlined below, there are many opportunities for career and technical education that may be a better fit for someone who would benefit in a less traditional educational setting.

Community Colleges: OTC provides employee support for all employees enrolled in local community or junior college.

Whether an employee is working towards an associate degree, vocational certificate or wants to move on to a four-year university, OTC is committed to providing its employees who are enrolled at a local community college or a similar community college, reimbursement for a substantial amount of their tuition. By offering employees reimbursement for further education through a community college, OTC hopes it can further their employees' opportunities to grow within OTC, move on to new career paths or even continue their education in a 4 -year university setting.

Local 4 -Year Universities: OTC further extends tuition reimbursements to employees who are enrolled in a four-year university such as University of California, Los Angeles or a similar accredited university preferably located in surrounding counties. Enrollment is not limited to these locations if the Employee's education does not interfere with their employment.

In addition, OTC recognizes and supports employees enrolled in accredited online university programs. OTC's education stipend can help employees cover some of the burdensome costs associated with 4 -year schools, including books, tuition and even housing. OTC hopes to retain employees who have received a bachelor's degree while continuing to work with the company by considering them for a promotion and pay raise upon completion.

THC University: THC University's mission is to teach the world about ,�► THC U N I VT cannabis in the most effective way possible. The University is a great option for those with a limited schedule that are interested in gaining a deep '4, e'--'4' %"""-9 understanding of cannabis and the industry's driving forces. The university offers a complete set of online courses such as Horticulture Specialist, Budtender Certification, Cannabis Business, Safety and Regulations, and Cannabis Products which allows students to complete the courses at a time that fits their schedule.

Courses are designed and instructed by long-time industry professional and activist Jorge Cervantes. OTC employees are encouraged to sign up for online cannabis educational courses through THC University to strengthen their understanding of cannabis, our products, as well as leam how to best serve individuals seeking to use cannabis for any particular reason.

Oaksterdam University (OU): OU is America's first cannabis college with educational roots going back to 1995. Since they opened their doors, OU has been the forerunner in providing the highest -quality and most comprehensive training available for the cannabis community, OU's faculty is comprised of some of the most recognized professionals, attomeys, academics, activists, cultivators and entrepreneurs in the world. The university offers educational programs for almost every career interest in the cannabis industry. From business and law to horticulture and patient or customer relations, their internationally recognized faculty helps pave the way for innovations in medical cannabis and adult -use legalization. OU uses a variety of teaching methods to address student learning in a way that allows their students to acquire more knowledge and skills or develop an opinion on each topic that can be applied in the real world.

OTC encourages employees to take in -person or online courses through OU. OTC benefits from employees taking courses specific to retail cannabis operations, as such OTC encourages our employees to complete OU's cannabis business -oriented course before moving on to take horticulture -oriented courses.

4. BUSINESS PLAN

OAKST E RDAM

UNIVERSITY
142

Americans for Safe Access Patient -Focused
Certification: We maintain an active membership with
Americans for Safe Access Foundation (ASA). ASA and
The Answer Page have created the Cannabis Care
Certification (CCC) program to help medical
professionals, patients, and their caregivers better
understand the endocannabinoid system and cannabis therapeutics. The CCC Patient and Caregiver Education course includes access to 2.5 hours of educational videos that review dosage and titration, understanding labeling, transporting medicine safely, and more. The program also includes access to download CCC Patient's Guide to Medical Cannabis and Patient's Guide to CBD. Employees receive a certificate to download when they have completed the full course. Educational modules include:

CANNABIS CARE CERTIFICATION
a Protect of Americans for Safe Access Foundation and TTeMswetPage The Endocannabinoid System: This section explains how cannabis interacts with recently discovered system in the human body to provide a wide range of therapeutic benefits.

Cannabis 101: This covers the basics of the cannabis plant, preparations and side effects.

Cannabis Research and Clinical Data: The field of medical cannabis research is advancing rapidly. This section explores the latest frontiers and their significance for patients treating a variety of symptoms and disease states.

Cannabis -based Medicines: Pharmaceutical companies are using whole cannabis and compounds found in cannabis to create conventional medicines. This section addresses cannabis -based pharmaceuticals, their use, availability, and reported patient experience.

Choosing Your Medicine: Students learn about Potency, Delivery Methods, and Dosage — Unlike pharmaceutical drugs, the selection and dosing of herbal medicine is based, in part, on trial and error and user feedback. Metabolism, prior exposure, variation in composition, and route of administration all play a role in fording the best medicine and dose.

Obtaining Your Medicine: This addresses how to individualize choice of medicine, where to obtain medicine, and what rights and expectations one should have as a medical cannabis consumer.

Safely Using, Storing and Transporting Medical Cannabis: The potency and overall quality of medical cannabis depend on how it is stored and handled. This section addresses strategies for protecting medicine from damage or deterioration. It explains how to interpret information on labels and provides basic safety information.

Medical Cannabis in Your Life: This section provides strategies for talking to your doctor, loved ones, employer, and others about legal cannabis use.

History of Cannabis: Students learn historical perspective on the scientific, legal, and political landscape for medical cannabis in the United States.

4. BUSINESS PLAN
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OTC BELLFLOWER LLC DBA

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PERMIT APPLICATION
5) OPERATIONS PLAN
MARCH 2026

Pursuant to Bellflower Municipal Code § 17.94.070 (Operations Plan Required) and Section 8 of Resolution 26-05 (Form and Content of Application), information identi- fied by an applicant as confidential, including operations and/or cash management plans and security plans, is not required to be part of the public record. This informa- tion has been reviewed as part of the application and redacted from the public record for confidentiality purposes.

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6) FIRE PREVENTION &

SUPPRESSION PLAN
MARCH 2026

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PERMIT APPLICATION
7) SECURITY PLAN
MARCH 2026

Pursuant to Bellflower Municipal Code § 17.94.070 (Operations Plan Required) and Section 8 of Resolution 26-05 (Form and Content of Application), information identi- fied by an applicant as confidential, including operations and/or cash management plans and security plans, is not required to be part of the public record. This infor- mation has been reviewed as part of the application and redacted from the public record for confidentiality purposes.

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8) TRAFFIC STUDY
MARCH 2026

Good afternoon Matthew,
If the operation is the same as what was approved by the CUP (dispensary), our planning dept. would not require an updated traffic study for an existing CUP Please note however... pursuant to BMC 14.08.040, if the City deems the need to require an updated traffic/parking study, the City could possibly request it us a "supplemental information" during the application review process.

Looping in our planning manager, Rowena, to keep her in the loop.

Thank you!
Wangsu Lee
Assistant to the City Manager
City Manager's Office
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9) PLAN REQUIREMENTS
MARCH 2026
152

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10) PHOTOS
MARCH 2026

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11) DIGITAL COPIES
MARCH 2026

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12) IDENTIFICATION
MARCH 2026

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13) EXISTING CONDITIONAL

USE PERMIT
MARCH 2026

CITY OF BELLFLOWER
RESOLUTION NO. 17-78

A RESOLUTION APPROVING CONDITIONAL USE PERMIT
NO. CUP CU -CAN 17-13 AND APPROVING A MEDICIAL CANNABIS

SECTION 1. Recitals. The City Council finds and declares as follows:

C. Notice of Public Hearings before the City Council was duly given and published in the time, form, and manner as required by law.

Page 1 of 6 ends

Bellflower City CouncilJune 22, 2026

Bellflower City Council
June 22, 2026