24-753 Unifi Non-Exclusive License Agreement (GH).pdf — Fresno City Council, June 13, 2024

NON-EXCLUSIVE LICENSE AGREEMENT TO CONDUCT COMMERCIAL

AVIATION GROUND HANDLING AND SUPPORT SERVICES AT FRESNO

YOSEMITE INTERNATIONAL AIRPORT

Issued By

CITY OF FRESNO, CALIFORNIA

UNIFI AVIATION, LLC.

A DELAWARE LIMITED LIABILITY COMPANY

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Table of Contents
RECITALS .................................................................................................................................... 5 AGREEMENT ............................................................................................................................... 6 ARTICLE I: TERM, OPTION, LICENSE FEES, AND OTHER CHARGES .................................... 6 Section 1.01 Grant of License. ................................................................................................ .. 6 Section 1.02 Term. ............................................................................................................ ........ 6 Section 1.03 Option to Extend. ................................................................................................ .. 6 Section 1.04 Monthly Fee and Due Date. .................................................................................. 6 Section 1.05 Methods of Calculations. ........................................................................................ 7 Section 1.06 Reports. .................................................................................................................. 7 Section 1.07 Annual Certified Statement of Gross Revenues. ................................................... 7 Section 1.08 Records/Books. ...................................................................................................... 8 Section 1.09 Location of Business Records. ............................................................................... 8 Section 1.10 Failure to Maintain Records. .................................................................................. 8 Section 1.11 Employee Parking Facilities. .................................................................................. 9 Section 1.12 Other Charges. ....................................................................................................... 9 Section 1.13 Taxes. ........................................................................................................... ........ 9 Section 1.14 Late Payment and Other Charges. ..................................................................... 10 Section 1.15 Surety. .......................................................................................................... ...... 10 ARTICLE II: OBLIGATIONS OF LICENSOR .............................................................................. 11 Section 2.01 No Obligations of Licensor. .................................................................................. 11 Section 2.02 Operation of Airport. ............................................................................................. 11 Section 2.03 Licensor’s Right of Inspection. ............................................................................. 12 Section 2.04 Non-Liability of Licensor. ...................................................................................... 12 ARTICLE III: LICENSEE’S USES, RIGHTS, PRIVILEGES, OPERATIONS, CONDITIONS, AND RESTRICTIONS ......................................................................................................................... 12 Section 3.01 Use of Airport. ...................................................................................................... 12 Section 3.02 Ingress and Egress. ............................................................................................. 12 Section 3.03 Operations and Other Support Space. ................................................................. 13 Section 3.04 FAT’s Access Control. .......................................................................................... 14 Section 3.05 Description of Licensee’s Operations. .................................................................. 14 Section 3.06 Non-Exclusive Rights. .......................................................................................... 14 Section 3.07 Approved Services that May Be Performed by Licensee. .................................... 15

1. Ground Handling Ramp Services for Airlines ................................................................. 15

2. Light Maintenance Services for Airlines .......................................................................... 15

3. Into-Plane Fuel Services for Airlines ............................................................................... 16

4. Waste Disposal Services for Airlines .............................................................................. 16

5. Ground Equipment Rental and/or Operation and/or Maintenance for Airlines ................ 16

6. Passenger Services for Airlines ...................................................................................... 16

7. Porter Services for Airlines ............................................................................................. 16

8. Security Services for Airlines or Licensor’s Licensees .................................................... 16

9. Baggage Delivery Services for Airlines ........................................................................... 17

10. Aircraft Cleaning for Airlines ........................................................................................... 17

11. Sale of Aircraft Fuels and Oils ........................................................................................ 17 Section 3.08 Rights of Airlines. ................................................................................................. 17 Section 3.09 Conditions, Limitations, and Restrictions. ............................................................ 17 Section 3.10 Handling and Storing Hazardous Articles and Materials. ..................................... 18

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Section 3.11 Parking and Equipment Storage. ......................................................................... 19 Section 3.12 Responsibility for Use. ......................................................................................... 19 Section 3.13 Licenses, Permits, and Certifications. .................................................................. 19 Section 3.14 Operating Standards. ........................................................................................... 20 Section 3.15 Quality of Service. ............................................................................................... 20 Section 3.16 Designation of Local Representative by Licensee. .............................................. 20 Section 3.17 Personnel, Training, Policies, and Procedures. ................................................... 20 Section 3.18 Purchase of Supplies and Services. .................................................................... 20 Section 3.19 Safety Procedures and Fire Prevention Procedures. ........................................... 21 Section 3.20 Security. ............................................................................................................... 21 Section 3.21 Licensor’s Right of Inspection. ............................................................................. 21 Section 3.22 Exterior Signs and Outside Storage. .................................................................... 22 Section 3.23 Alterations/Additions/Modifications/Improvements. .............................................. 22 Section 3.24 Liability for Damage. ............................................................................................ 22 Section 3.25 Disposable Waste. ............................................................................................... 22 Section 3.26 Assignment, Sub-licenses, and Encumbrances. .................................................. 22 Section 3.28 Observation of Governmental Regulations. .......................................................... 23 ARTICLE IV – EARLY TERMINATION AND HOLDOVER .......................................................... 24 Section 4.01 Early Termination. ............................................................................................... 24 Section 4.02 Holding Over. .................................................................................................... .. 25 ARTICLE V - INDEMNIFICATION, EXEMPTION OF LESSOR, AND INSURANCE ................. 25 Section 5.01 Indemnification and Release. ............................................................................. 25 Section 5.02 Exemption. ....................................................................................................... ... 26 Section 5.03 Insurance. ....................................................................................................... .... 27 ARTICLE VI - ASSIGNMENT, HYPOTHECATION, TRANSFER, AND ASSIGNMENT ............. 31 Section 6.01 General; Non-Transferability. .............................................................................. 31 Section 6.02 License Non-Assignable. .................................................................................... 31 Section 6.03 Hypothecation, Transfer, and Assignment. ......................................................... 32 ARTICLE VII – DEFAULT, LICENSOR’S REMEDIES, AND FORCE MAJEURE ....................... 32 Section 7.01 Default by Licensor. ............................................................................................ 32 Section 7.02 Default by Licensee. ........................................................................................... 3 2 Section 7.03 Force Majeure. ..................................................................................................... 35 ARTICLE VIII - NOTICES ............................................................................................................ 36 Section 8.01 Written Notices Required. .................................................................................... 36 Section 8.02 Licensee’s Address for Notices. .......................................................................... 36 Section 8.03 Licensor's Address for Notices. ........................................................................... 36 Section 8.04 Time and Date of Service. ................................................................................... 36 ARTICLE IX - GENERAL PROVISIONS ..................................................................................... 37 Section 9.01 Non-Transferability. ............................................................................................. 37 Section 9.02 Executor's Authority. ............................................................................................ 37 Section 9.03 Interpretation of License. ..................................................................................... 37 Section 9.04 Permits with the United States Government. ....................................................... 37 Section 9.05 Waiver of Breach of Covenants. .......................................................................... 37 Section 9.06 Venue and Litigation. ........................................................................................... 38 Section 9.07 Liens and Claims. ................................................................................................. 38 Section 9.08 Peaceable Surrender. .......................................................................................... 38 Section 9.09 Warranties and Guarantees. ................................................................................ 39

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Section 9.10 Invalid Provisions. ................................................................................................ 39 Section 9.11 Captions and Article/Section/Paragraph Numbers. .............................................. 39 Section 9.12 Covenants and Conditions. .................................................................................. 39 Section 9.13 Laws, Rules and Regulations. ............................................................................. 39 Section 9.14 Inability of City to Perform. ................................................................................... 39 Section 9.15 Acknowledgement by Licensee. ........................................................................... 40 Section 9.16 Interpretation. ....................................................................................................... 40 Section 9.17 Attorney’s Fees. ................................................................................................... 40 Section 9.18 Precedence of Documents. .................................................................................. 40 Section 9.19 Non-Solicitation. ................................................................................................... 40 Section 9.20 Waiver. ................................................................................................................. 40 Section 9.21 Consents/Approvals. ............................................................................................ 41 Section 9.22 Cumulative Remedies. ......................................................................................... 41 Section 9.23 Prior Agreements. ................................................................................................ 41 Section 9.24 Final Agreement. .................................................................................................. 41 Section 9.25 Counterparts. ....................................................................................................... 41 Section 9.26 Time of Essence. .................................................................................................. 41 Section 9.27 Review/Examination of License. .......................................................................... 42 Section 9.28 Accord and Satisfaction........................................................................................ 42 Section 9.29 National Emergency and Condemnation/Eminent Domain. ................................. 42 Section 9.30 Relationship of Parties. ........................................................................................ 43 Section 9.31 Conflict of Interest. ............................................................................................... 44 Section 9.32 Non-Discrimination. .............................................................................................. 44 Section 9.33 Required Accessibility Disclosure. ....................................................................... 45 ARTICLE XII - SIGNATURE ....................................................................................................... 46 Attachments: ............................................................................................................................. 47

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THIS NON-EXCLUSIVE LICENSE AGREEMENT (License) to operate as a Ground Handler and provide support services at Fresno Yosemite International Airport is effective the 1 day of January 2024, by and between the City of Fresno, California, a municipal corporation (Licensor), and Unifi Aviation, LLC., a Delaware limited liability company (Licensee).

RECITALS

WHEREAS, Licensor owns and operates Fresno Yosemite International Airport (FAT), formerly and also known as Fresno Air Terminal, a public use airport located at 5175 E.

Clinton Way in the City of Fresno, County of Fresno, State of California; and

WHEREAS, Pursuant to the City of Fresno (City), City Council Resolution No. 2023-113, all of FAT’s Airfield Parcel(s) (all parcels located within the airfield’s perimeter fence line) are “exempt surplus land pursuant to California Code section 54221(f)(1)(G) . . . and therefore [are] not required to comply with the provisions of [the] Surplus Land Act (Gov. Code Section 54220, et. seq.) so long as [the] City retains ownership of the Airfield Parcel”; and

WHEREAS, Licensee is engaged in the business of providing commercial aviation ground handling and support services to one or more air carriers who are variously engaged in the transportation by air of persons, property, cargo, and mail to and from FAT; and

WHEREAS, Licensee and Licensor (collectively referred to as Parties) initially entered a Non-Exclusive License Agreement (Agreement) to conduct commercial aviation ground handling and support services dated August 22, 2012, and subsequently amended by a First Amendment (dated October 6, 2015) and Second Amendment (attested August 31, 2018); and
WHEREAS, Licensee does not currently lease any office space within FAT’s terminal building and the term of its initial Agreement with Licensor ended on August 21, 2023; and WHEREAS, Licensor consents to allowing Licensee to continue operating at FAT, as a holdover, on a month-to-month agreement through December 31, 2023, and Licensor temporarily waives its right to invoke the holdover fee, which is expressly referenced in Article VIII, Section 8.07 of the initial Agreement, through December 31, 2023; and WHEREAS, Licensor has determined it is in the City’s best interest to execute this License with Licensee.

NOW THEREFORE, in accordance with Chapter 5, Article 4, of the Fresno Municipal Code, and subject to all of the terms, conditions, and limitations contained within said Chapter of said Article, all of which are incorporated herein by reference, and in consideration of the above recitals, which recitals are contractual in nature, the mutual promises herein contained, and for such other good and valuable consideration hereby acknowledged, the Parties hereto agree as follows:

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AGREEMENT

The Parties agree this License is subject to the terms, covenants, conditions, agreements, warranties, and provisions herein contained and Licensee expressly covenants and agrees, as a material part of the consideration for the License, that Licensee shall fully and faithfully comply with, keep, perform and/or observe each and every term, covenant, condition, agreement, warranty, and/or provision hereof to be complied with, kept performed, and/or observed by Licensee.

ARTICLE I: TERM, OPTION, LICENSE FEES, AND OTHER CHARGES Section 1.01 Grant of License.

Licensor grants to Licensee a License for the sole purpose of operating as a Ground Handler and provide support services at FAT. Licensee with engage in the business of providing commercial aviation ground handling and support services to one or more air carriers who are variously engaged in the transportation by air of persons, property, cargo, and mail to and from FAT. Licensee will not lease any office space within FAT’s terminal building as a condition of this License.

Section 1.02 Term.

The Term of this License shall be for three (3) years commencing with the Effective Date of January 1, 2024, and the Ending Date of December 31, 2026, unless terminated earlier in the manner and under the conditions herein provided.

Section 1.03 Option to Extend.

Licensor hereby grants to Licensee one (1) option to extend the Term of this License for an additional period of three years from the ending date of December 31, 2026. Licensee may exercise the Option by delivering to Licensor notice, in writing, of Licensee’s intent to exercise the Option, which notice shall be delivered no less than 90 days prior to the ending date of December 31, 2026. Upon receipt of the notice by Licensor, the License’s Term shall thereby be extended for an addition three -year period and the Parties hereto shall be bound by all terms, covenants and conditions hereof during said Additional Term. The Additional Term would end no later than December 31, 2029, unless terminated earlier in the manner and under the conditions herein provided.

Section 1.04 Monthly Fee and Due Date.

Within five days of the end of the calendar month commencing with the Effective Date and monthly, on the twentieth (20
th) day of each month, Licensee agrees to pay to City a Monthly Fee equal to the greater of either $250.00 or the sum of the following:

A. The sum of eleven percent (11%) of Licensee’s monthly gross revenue from all of its Operations as defined herein; plus
B. Fuel Flowage Fees.

1. If Licensee makes a purchase of jet fuel, aviation gasoline, aircraft lubricating oils, or other aircraft oils from an off-FAT supplier, such purchase is subject to the sum

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per month calculated and determined on the basis of the number of gallons times the per gallon rate as established in the City of Fresno’s Master Fee Schedule.

2. If Licensee purchases jet fuel, aviation gasoline, aircraft lubricating oils, or other aircraft oils from an on-FAT supplier, such purchase shall be calculated into the monthly gross revenue and is subject to the 11% rate as established in section

1.05 (A) above.

C. Place of Payment.

All fees/charges due to be paid to Licensor by Licensee hereunder shall be paid in lawful money of the United States of America, without set off, by check or credit card made payable to Licensor and delivered, as applicable, to the following address, Licensor by service or written notice upon Licensee, may otherwise direct the payment thereof from time to time during the Term hereof.

Via Mail/Express
City of Fresno
Fresno Yosemite International Airport
Attn: Airports Accounting
4995 E. Clinton Way
Fresno, CA 93727-1504

Section 1.05 Methods of Calculations.

Percentage license fees shall be calculated on a monthly basis on all of Licensee’s operations and activities conducted at, on, within, or from FAT.

Section 1.06 Reports.

On or before the 20th day of each month, Licensee shall render to Licensor, on a form prescribed by Licensor, as shown in Exhibit A attached hereto and incorporated herein, a detailed report of Licensee’s gross revenue for the immediate prior month. Each monthly report shall be signed by a responsible officer of Licensee under penalty of perjury and shall include the following:

A. The gross revenue for the prior month, itemized as to each service category, customer and client.

B. A statement of the itemized amounts of percentage license fees computed, as herein provided, and the total thereof.

Section 1.07 Annual Certified Statement of Gross Revenues.

Within 60 days of the end of each year, the first year being that commencing on the Effective Date previously described herein, Licensee shall furnish to Licensor a certified statement by an independent certified public accountant or firm of certified public accountants showing the total of gross revenues at FAT for said year and stating that gross revenues have been correctly reported in accordance with the terms of this License.

Within 60 days following the termination of any other prior license with Licensor, Licensee

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must provide, at is sole cost and expense, an audited statement by an independent certified public accountant or firm of certified public accountants, of monthly gross revenues, as defined in any other license with Licensor for the period beginning at the last audited month and ending at the commencement date of this License.

If any certified statement provided by Licensee to Licensor indicates that the aggregate payments made for any year were less than the amount due for that year under the terms of this License, then Licensee shall pay the difference at the same time it provides the certified statement to Licensor. In the event the underpayment is greater than five percent (5%) of the total amount due for that year Licensee shall pay Late Payment Charge hereinafter described on the amount of such difference.

Section 1.08 Records/Books.

Licensee shall, at all times during the Term of this License, keep or cause to be kept, accurate and complete records and double entry books of account of all financial transactions in the operation of all business activities, or whatever nature, conducted pursuant to the rights granted herein. The records must be supported by source documents of original entry such as sales invoices, or other pertinent supporting documents. Financial statements (a balance sheet and income/expense statement), based upon the double entry books of account, shall be prepared not less than annually.

Section 1.09 Location of Business Records.

All Licensee’s books of account, records, financial statements, and documentation related to this License or to the business operations conducted within or from FAT, shall be kept in a location within Fresno County or at such other location as may be acceptable to Licensor.

Licensor shall have the right to any and all reasonable times and with reasonable notice to examine and audit said books, records, financial statements, and documentation, without restriction, for the purpose of determining the accuracy thereof, the accuracy of the monthly statements of gross revenue submitted, and the accuracy of the license fees paid to Licensor. In the event that Licensee’s business operations conducted within or from FAT are part of a larger operation, and not solely for the business operations within or from FAT, then Licensor shall also have the right to examine and audit that part of said books, records, financial statements, and documentation of the larger business operation.

Section 1.10 Failure to Maintain Records.

Licensee’s failure to keep such books of account, records, financial statements, and documentation and make them available for inspection by Licensor is a breach of this License and cause for termination. The Director of Aviation (Director) or designee shall have the discretion to require the installation of any additional accounting methods or controls deemed necessary, subject to prior written notice. In the event Licensee does not make available the original records and books of account within the limits of Licensor.

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Section 1.11 Employee Parking Facilities.

Licensee’s employees working at FAT’s terminal building shall have the right to the use of vehicular parking facilities in common with other employees. Such facilities shall be located in an area designated by Licensor. Licensor reserves the right to assess a reasonable charge to recover the costs of providing such space to such employees, in common with other FAT/tenant employees, for such parking facilities.

Section 1.12 Other Charges.

A. Airport Use Fees/Charges

Nothing contained in this License shall be deemed to relieve Licensee, any employee of Licensee, or any one or more of Licensee's customers, invitees, or any other person or entity whomsoever, from payment of such other fees and charges as may legitimately accrue to Licensor pursuant to any Ordinance(s) and/or Resolution(s) of the City Council of Licensor (Council) in effect on the start date of the Term hereof or as such may be passed/adopted and placed into effect by said Council, at any time and from time to time, during the Term (and possible Additional Term) of this License, including, without limitation:

1. Miscellaneous fees and/or charges (including, without limitation, fees/charges for Airport security badges, copies of public documents [including extra copies of this License], returned check charges, etc.) as are generally assessed by Licensor or against members of the general public and/or Licensees, tenants, and/or other users of Airport Premises and/or facilities.

B. Reimbursement for Insurance and other Licensor Expenses.

Licensee shall pay and nothing within this License shall be deemed to relieve Licensee, any employee of Licensee, or any one or more of Licensee’s customers, invitees, or any other person or entity whomsoever, from payment of such other fees and charges as may legitimately incurred by Licensor pursuant to Licensor’s ownership of FAT including but not limited to the pro-rata portion of the Fire and Extended Coverage insurance policy covering FAT’s terminal building.

C. Effect of Failure to Pay Fees/Charges.

Any failure by Licensee to pay any and all airport use fees, and/or miscellaneous fees and charges to Licensor, as and when due to be paid to Licensor thereby, shall constitute a default on the part of Licensee under this License.

Section 1.13 Taxes.

Licensee agrees to pay, before delinquency, as and when due, any and all lawful taxes, assessments, or charges which, during the life hereof, may be levied by the State, County, City, and/or other tax-levying body on any part or all of the personal property of Licensee and/or upon the Possessory Interest, if any, of Licensee in Airport’s premises

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under this License1.

Section 1.14 Late Payment and Other Charges.

A. Late Payment Charge.

Should any installment of rent or other payment of fees accruing to Licensor under the provisions of this License not be received by Licensor within 15 calendar days after such shall be due, a late payment charge equal to one and one half percent (1.5%) of the overdue amount added thereto and constituting a part thereof shall be imposed by Licensor each and every month until the entire delinquent amount is received by Licensor.

B. Best Estimate of Damage.

Licensee and Licensor recognize that the damage which Licensor shall suffer, as a result, Licensee's failure to pay rent and/or other sums when due is difficult to ascertain, and therefore agree the above said late charge is the best estimate of the damage which Licensor shall suffer in the event of Licensee's late payment.

C. Change to Late Payment Charge.

It is expressly stipulated that the amount of the Late Payment Charge (above) may, at any time and from time to time during the Term (and possible Additional Term) of this License, be changed by ordinance/resolution passed/adopted by Council when, in said Council's opinion, economic conditions and/or other relevant facts and/or circumstances may reasonably warrant such action.

D. Non-Relief from Payment.

Nothing within this License shall be deemed to relieve Licensee from payment of rent or other sums at the time and in the manner herein provided.

Section 1.15 Surety.

A. Due Date, Type, and Amount of Surety.

Within 30 days of the commencement of fees and charges payments hereunder, Licensee shall provide Licensor, and shall thereafter maintain during the Term (and possible Additional Term) of this License, a valid Surety instrument or surety amount, in an amount equal to the next three (3) month’s fees and charges, guaranteeing Licensee's fully and faithfully undertaking, observing, keeping and performing any and

1 Any interest in real property which exists as a result of possession, exclusive use, or a right to possession or exclusive use of any real property (land and/or improvements located therein or thereon) which is owned by the City of Fresno (Lessor) is a taxable possessory interest, unless the possessor of interest in such property is exempt from taxation. With regard to any possessory interest to be acquired by Lessee hereunder, Lessee, by its signatures hereunto affixed, warrants, stipulates, confirms, acknowledges and agrees that, prior to its executing this lease, Lessee either took a copy hereof to the office of the Fresno County Tax Assessor or by some other appropriate

means, independent of Lessor or any employee, agent, or representative of Lessor, determined, to Lessee's full and complete satisfaction, how
much Lessee will be taxed, if at all.

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all of the terms, covenants, conditions, warranties, agreements, undertakings, and/or provisions hereof to be observed, kept, performed, and/or undertaken by Licensee.

B. Form of Surety. The surety instrument shall be in one of the following forms:

1. A Surety Bond issued by an insurance company lawfully admitted and doing business in good standing in the State of California and authorized to write such bonds in said State; or

2. An Irrevocable Letter of Credit established in favor of Licensor for the account of Licensee by a federally chartered bank located in the State of California and lawfully doing business in said State; or

3. An Automatically Renewable Certificate of Deposit in the name of Licensor issued by a federally chartered Bank or Savings and Loan Association located in the State of California and lawfully doing business in said State (Interest may accrue to Licensee [Depositor]; or

4. A Cash Deposit (Licensor shall not be obligated or required to pay and shall not pay any interest whatsoever).

C. Return/Surrender/Release of Surety by Licensor. Except as provided within this Article, at the end of the Term (or the possible Additional Term) hereof, such Surety as shall have been provided by Licensee and which is then currently being held by Licensor shall be returned/ surrendered/released by Licensor, provided that there are no outstanding claims against Licensee.

ARTICLE II: OBLIGATIONS OF LICENSOR

Section 2.01 No Obligations of Licensor.

Licensee acknowledges that Licensor has made no representations or warranties relating to the suitability of FAT for any particular use. Except as otherwise expressly provided in this License, Licensor shall have no obligation whatsoever to Licensee for the maintenance of FAT or any improvements, fixtures, furnishings, or equipment now or hereafter constructed, installed, or used as a part of FAT. Licensor shall have no liability to Licensee arising out of any defect or deficiency in FAT.

Section 2.02 Operation of Airport.

Licensor covenants and agrees during the Term (and possible Additional Term) hereof to operate and maintain FAT and its public airport facilities as a public airport consistent with the Sponsor's Assurances given by Licensor to the United States Government under the Federal Aviation Act, the terms of which are contained in Exhibit B.

Licensee shall comply with the Minimum Standards for Fresno Yosemite International Airport as set forth in Exhibit C and approved by Council including any future changes/alterations approved by Council.

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Section 2.03 Licensor’s Right of Inspection.

Licensor and its authorized officers, employees, agents, volunteers, contractors, subcontractors, and other representatives shall have the right to monitor all activities of Licensee and to inspect Licensee’s areas of operation, equipment, and conduct of business, including for the following purposes:

A. To determine Licensee’s compliance with the terms and conditions of this License and with Licensor’s directives issued in connection herewith; and

B. To perform maintenance or other remedial work where Licensee is obligated to perform said work, but has failed, to do so, after Licensor’s notice of noncompliance, in which case Licensee shall reimburse Licensor for the costs thereof promptly upon demand; and

C. To gain access to any mechanical, electrical, utility, and structural system at FAT for the purpose of maintaining and repairing said system.

Section 2.04 Non-Liability of Licensor.

A. Without waiver of limitation, Licensor shall not in any event be liable for any acts or omissions of Licensee, its officers, officials, employees, agents, volunteers, invitees, consultants, sub-consultants, contractors, or subcontractors, or for any conditions resulting from the operations or activities of any other Licensee, lessee, tenant, concessionaire, vendor, supplier, consultant, sub-consultant, contractor, subcontractor, or invitee, however caused.

B. Licensor shall not be liable for Licensee’s failure to perform any of the obligations under this License or for any delay in the performance thereof, nor shall any such delay or failure be deemed a default by Licensor.

ARTICLE III: LICENSEE’S USES, RIGHTS, PRIVILEGES, OPERATIONS, CONDITIONS,

AND RESTRICTIONS

Section 3.01 Use of Airport.

Subject to the terms, conditions, and restrictions of this License, Licensee shall have the right, in common with others so authorized, to use certain common use, public use, and restricted areas of FAT as designated by Director or designee, for the sole purpose of conducting its ground handling and support services as approved by Licensor and for no other purpose whatsoever.

Section 3.02 Ingress and Egress.

Licensee shall have the lawful right of ingress to and egress from FAT over the across the public roadways serving FAT and those designated private roadways on FAT, for Licensee, its agents, employees, and contractors; provided, however, that no person shall be authorized to enter a restricted area of FAT by virtue of such right of ingress and egress.

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Section 3.03 Operations and Other Support Space.

A. Operations:

i. Regular Hours of Operation: Licensee shall ensure that its personnel is on-site (at FAT) and ready to start its daily operations, including its ticket counters, its gates, and its Baggage Services Office (BSO). The ticket counter’s daily operation should start without interruption from not less than two (2) hours before its first departure and is to remain open to thirty (30) minutes after its last departure. The gates’ daily operation should start without interruption from not less than one (1) hour before departure and will remain open thirty (30) minutes after the flight departs. During the RON operation, an agent will be present at the gate to meet the flight thirty (30) minutes before the flight’s arrival. The BSO’s daily operation should start without interruption from not less than thirty (30) minutes before the first arrival and is to remain open to thirty (30) minutes after the last arrival of the day. Moreover, Licensee shall provide Licensor with a direct number to its BSO.

The direct number provided must be available and staffed twenty-four (24) hours per day seven (7) days per week, without exception. In addition, Licensee will prominently post its BSO hours in a professional manner at that BSO and in a format approved by Director or designee.
ii. Licensor may, in its sole discretion, require Licensee’s regular hours of operation to change during this License’s Term (including any Additional Term). Licensee hereby acknowledges and agrees to operate its ticket counters, its gates, and BSO as required which, if requested by Licensor, may be twenty-four (24) hours per day seven (7) days per week, including all holidays. Licensee may request changes to its regular hours of operation after six (6) full months of operation under this License, but Director or designee may, in their sole discretion, approve or deny such requested changes.
iii. Staffing: Licensee shall hire, train, supervise, and deploy a sufficient number of personnel to service its passengers in a timely and efficient manner and to properly meet Licensee’s obligations, which are specified in Section 3.07.

Licensee shall closely monitor personnel to ensure first class service to its passengers in compliance with this License. The satisfactory performance of these obligations, which are specified in Section 3.07, shall be determined by Director’s or designee’s sole discretion. Licensee shall take all proper steps to discipline personnel who participate in acts of misconduct on or about FAT, including anywhere on the airfield, anywhere inside the terminal building, and anywhere along the terminal building’s curb or at FAT’s parking lots. In those circumstances where the public notifies Licensor, either verbally or in writing, that Licensee is experiencing constant delays either in processing passengers at its ticket counters or processing luggage at its BSO, Director or designee may, in their sole discretion, require Licensee to increase its personnel levels at those affected areas, which is to be implemented within a reasonable amount of time. iv. General Manager/Director of Operations: Licensee shall appoint a General Manager/Director of Operations to oversee and manage the performance of Licensee’s operations and represent and act on behalf of Licensee. The General Manager/Director of Operations shall have full authority to make day-to-day business decisions on behalf of Licensee with respect to Licensee’s operations

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including, but not limited to, authority to control the conduct and demeanor of Licensee’s personnel. The General Manager/Director of Operations shall represent Licensee in dealings with Licensor and shall coordinate all Licensee’s activities with Licensor. The General Manager/Director of Operations shall be assigned to FAT and shall be available during Licensor’s regular business hours.

The General Manager/Director of Operations shall designate a qualified, competent, and experienced subordinate to be in charge and available during the General Manager’s/Director of Operations’ absence during Licensee’s regular hours of operation, which are specified above.
v. Licensee’s failure to abide by any the provisions contained within Section 3.03 (A), may constitute a breach of this License.

B. Support Space: Licensee shall arrange, at its sole expense, for adequate space, including offices and other facilities, as Licensee may require at FAT for its operations. If space is unavailable for separate License directly from Licensor, Licensee agrees to sublease space or facilities from an airline or other tenant having an agreement with Licensor. Any such separate sublease and Licensee’s operations thereunder, shall be subordinate to the terms of this License and shall be subject to such terms and conditions as specified by Director or designee.

Section 3.04 FAT’s Access Control.

With the intent of controlling access and ensuring FAT is safe and secure at all times, Licensor shall control access into/exiting the airfield. In the interest of ensuring the appropriate level of security to match evolving threats, Licensor reserves the right to enhance security requirements at its sole discretion. These enhanced requirements may consist of additional security technology, access restrictions, and other measures.

Section 3.05 Description of Licensee’s Operations.

A. Using the form provided in Exhibit D , attached hereto and incorporated herein by reference, Licensee shall file and at all times maintain with Licensor a current and detailed description of all ground service operations Licensee conducts at FAT. This detailed description must be filed with and approved by Licensor before Licensee commences operations at FAT. Whenever the ground service operations conducted by Licensee at FAT change or the airlines serviced by Licensee change, Licensee shall immediately file a revised Exhibit D with Licensor so that, at all times, the Exhibit D on filed with Licensor accurately and fully describes Licensee’s current operations at FAT. Licensee’s failure to maintain a current Exhibit D with Licensor, is a breach of this License and cause for termination hereof.

B. In addition to filing the detailed description of ground service operations Licensee conducts at FAT, Licensee shall provide copies of each ground handling service agreement that Licensee has with each airline at FAT. Licensor reserves the right to review and approve such service agreement(s).

Section 3.06 Non-Exclusive Rights.

In this License, it is expressly provided that the rights and privileges granted hereunder are

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granted on a non-exclusive basis and allow Licensee to operate as a Ground Handler and provide support services at FAT. Licensee with engage in the business of providing commercial aviation ground handling and support services to one or more air carriers who are variously engaged in the transportation by air of persons, property, cargo, and mail to and from FAT.

Section 3.07 Approved Services that May Be Performed by Licensee.

A. Licensee is hereby permitted to use those designated areas of FAT for the sole purpose of conducting its operations and related activities, as specified herein, and for no other purpose whatsoever. This License shall not be valid unless Licensee demonstrates to Licensor that it has first entered into a contract to perform the services described hereunder with an airline or Licensee holding a valid agreement with Licensor. In the event any contract under which Licensee performs services is cancelled or terminated by the aforementioned airline or Licensee, Licensee shall immediately notify Licensor in writing. Operations hereunder shall be non-exclusive and at Licensee’s sole cost, expense, and responsibility. Subject to use restrictions, limitations, and conditions set forth in this License and as provided by law, Licensee’s commercial aviation ground handling service business may only include the following operations, as denoted hereinafter:

1. Ground Handling Ramp Services for Airlines

Guiding aircraft to a parking position for purposes of loading and unloading passengers, baggage, and cargo; furnishing equipment for the sale and efficient loading and unloading of passengers and cargo to and from an aircraft; proving a fire guard equipped with necessary and appropriate firefighting equipment; delivering aircraft cargo packages and mail to appropriate designated locations on FAT, including, but not limited to air cargo buildings and terminal buildings; repairing, maintaining, and refueling all required ramp equipment owned by Licensee or the airlines contracting with Licensee, provided that: (i) repair and maintenance must be performed at premises other than at the airline passenger terminal buildings or the ramps adjacent thereto; (ii) such work shall be performed only at gates designated for such purpose by the Director or designee; and (iii) refueling must be performed only in areas designed by the Director or designee for ground service equipment. The services under this subparagraph must be directly provided by Licensee and not through a subcontracting agreement.

2. Light Maintenance Services for Airlines

Providing Light Maintenance to Licensee’s airline customers on the aircraft parking aprons located at or near the airline passenger terminal buildings to such extent as is (i) provided in the rights and uses stated in the applicable agreement between the respective airline and Licensor where it permits the airline to use said areas and other facilities for such purposes, or (b) provided Licensor’s ordinances, rules, codes, and regulations permit said activities at said location at FAT. The term “Light Maintenance” means normal airline,

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overnight flight maintenance and inspections.

3. Into-Plane Fuel Services for Airlines

The right to transfer or deliver fuel to airline aircraft and to pump the fuel into proper compartments or tanks aboard the aircraft in accordance with the terms of the contracts that Licensee may, from time to time, enter into with an airline.

However, the services under this subsection do not apply to the sale at FAT of jet fuel, aviation gasoline, aircraft lubricating oils, or other aircraft oils; said sales and the fees thereon are covered by other provisions of this License.

4. Waste Disposal Services for Airlines

Maintaining and operating waste disposal services and lavatory cleaning services to the airlines at FAT.

5. Ground Equipment Rental and/or Operation and/or Maintenance for Airlines

Renting, or operating, or maintaining aircraft ground equipment to airlines, including but not limited to tugs, aircraft starters, aircraft loading stairs, and air- conditioning units in accordance with the terms of the contracts that Licensee may, from time to time, enter into with the airlines. Such ground equipment shall not include automobiles, trucks, or other vehicles designed for use on public streets, either into or out of FAT. Maintenance of ground equipment must be (i) performed at locations other than the airline’s passenger terminal buildings or the ramps adjacent thereto; and (ii) shall be performed only in areas designed for such purpose be the Director or designee.

6. Passenger Services for Airlines

Providing clearance documents for aircraft passengers, cargo, and baggage as may be required by applicable governmental agencies; providing and handling passenger ticketing and baggage check-in; furnishing linguists for the assistance of passengers speaking a foreign language; and arranging for, but not preparing or selling in-flight meals for passengers departing on aircraft.

7. Porter Services for Airlines

Handing and transporting passenger baggage and other articles of personal property through the airline passenger terminal buildings and terminal areas, including the United States Federal Inspections area (FIS).

8. Security Services for Airlines or Licensor’s Licensees

Providing security services at the airline passenger terminal buildings and terminal areas as specified by contractual agreements with an airline or other Licensor’s licensees or tenants.

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9. Baggage Delivery Services for Airlines

Handling and transporting of baggage and other articles of airline passengers and customers for screening, rerouting, or delivery at FAT.

10. Aircraft Cleaning for Airlines

Cleaning aircraft interiors and exteriors. Notwithstanding anything to the contrary set forth herein, Licensee must seek Licensor’s prior written approval to conducting any exterior aircraft cleaning.

11. Sale of Aircraft Fuels and Oils

Selling jet fuel, aviation gasoline, aircraft lubricating oil, and other aircraft petroleum products. The revenues from said sales shall be subject to the percentage of gross revenue stated in this License if purchased from an on- FAT vendor, or if purchased from an off-FAT vendor for a fee on each gallon of fuel or oil sold at the rates more clearly specified in the fee provisions of this License.

Section 3.08 Rights of Airlines.

Licensee understands and agrees that federally certificated airlines shall have the right at all times to provide any of the above-described services for themselves for their own operations.

None of the services which Licensee is authorized to perform under this License shall involve the operation of aircraft by Licensee unless it holds a separate air carrier operating agreement from Licensor.

Section 3.09 Conditions, Limitations, and Restrictions.

Licensee’s use of FAT shall be subject to the following terms, conditions, limitations, covenants, and restrictions.

A. Licensee agrees that it will not permit any act of omission or commission or any type of condition to exist on FAT which would in any way create a hazard to persons or property or would serve to jeopardize or invalidate any policies of insurance or increase the premium rate(s) charged for any insurance covering FAT’s property, operations, or the premises or operations of any tenant of Licensor.

B. Licensee may use the air operations area and other restricted areas of FAT only as specifically authorized and directed by Director or designee, and in accordance with the directives of the federal government issued by and through the United Stated Department of Transportation, Federal Aviation Administration (FAA), or the United States Department of Homeland Security, Transportation Security Administration (TSA). If the TSA imposes a penalty or fine on Licensor for Licensee’s acts or omissions, then Licensee shall reimburse and indemnify Licensor for the entire

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amount of the penalty or fine.

C. Licensee shall not use FAT in any manner that might interfere with the landing and taking off of aircraft from FAT or otherwise constitute a hazard. In the event this covenant is breached, Licensor reserves the right to cause the abatement of such interference at the expense of Licensee and/or to immediately terminate this License, or to place such restrictions on the operations of Licensee, as Licensor deems necessary in the public interest.

D. Licensee is limited to conducting its ground handling and support services operations on a non-exclusive basis.

E. Licensee shall neither use, suffer, license the use of the premises for any improper, immoral, unlawful (including illegal discrimination), unauthorized, nor objectionable purpose(s).

F. Licensee shall neither use, suffer, license the use of the premises for any purpose nor allow any activity therein which would create a nuisance, or in any way obstruct or interfere with the rights of others at FAT or injure or annoy them; or do or permit the doing of anything in any way tending to injure or reflect unfavorably upon the reputation of Licensor or the appearance of FAT.

G. Licensee shall not construct improvements upon the premises or alter, improve or add to any existing structure on such premises.

H. No used buildings/structures and no temporary/mobile buildings/structures/trailers may be moved onto the premises, without the advance written consent by Licensor.

Section 3.10 Handling and Storing Hazardous Articles and Materials.

A. Only airlines, air freight forwarders, and airport tenants with FAT’s licenses or permits authorizing them to conduct the receiving, storing, or transporting of hazardous articles or materials shall be allowed to engage in such activities. Where permitted, the receiving, storing, and handling of all such articles or materials will be the sole responsibility of these respective companies and shall comply with current applicable airline handling directives, company manuals, and other applicable laws and regulations. Licensee shall not store, use, or dispose of hazardous materials on FAT nor cause, permit, or allow any officer, agent, employee, contractor, permittee, or invitee or Licensee to store, use, or dispose of hazardous materials on FAT. Licensee shall be solely and fully responsible for notifying the appropriate public agencies of any hazardous material release which occurs on FAT, or is caused by or results from activities of Licensee, Licensee’s officers, agents, employees, contractors, permittees, or invitees on FAT. Licensee shall immediately notify Licensor of any hazardous material releases which occurs on FAT regardless of whether the release was caused by or results from Licensee’s activities or is in a quantity that would otherwise be reportable to a public agency.

B. Licensee shall, at all times, keep the premises and each and every part thereof in a

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neat, clean, and orderly condition, and shall prevent the accumulation of, and shall maintain said premises fee from any refuse or waste materials which might be or constitute a potential health, environmental, or fire hazard or public or private nuisance. Licensee shall neither conduct nor suffer or permit the conducting of any activity on the premises which either directly or indirectly produces objectionable or unlawful amounts or levels of air pollution (gases, particulate matter, odors, fumes, smoke, dust, etc.); water pollution; light, glare, or heat; electronic and/or radio emissions interfering with any navigational or communications facilities/operations associated with the operation of FAT and/or its use by aircraft; trash or refuse accumulation; or any other activity/operation which is hazardous or dangerous by reason or risk of explosion, fire, or harmful emission. Licensee shall not cause or permit to occur any violation of any federal, state, or local law, ordinance, or regulation now or hereafter enacted, related to environmental conditions in, on, under, or about the premises, or arising from Licensee’s use(s) or occupancy(ies) thereof, including, but not limited to, soil and ground water conditions.

Section 3.11 Parking and Equipment Storage.

Licensee’s vehicles and equipment, including vehicles and equipment of Licensee’s employees, guests, contractors, and clients, if permitted to be operated on FAT’s property, shall be parked only in those areas approved for such parking, unless specifically authorized in writing by Licensor to be parked temporarily elsewhere. For any vehicle or equipment owned, licensed or hired by Licensee and found in an unauthorized area or left unattended in a restricted area, Licensee shall be responsible for any fines or citations for breach of airfield security regulations. Licensee agrees such vehicles or equipment may be immediately removed and stored by Licensor at the expense of Licensee.

Section 3.12 Responsibility for Use.

Licensee is and shall remain an independent contractor responsible to all parties for its acts and omissions and agrees that Licensor shall in no way be responsible Licensee’s acts or omissions. Throughout the Term of this License, Licensee shall retain sole responsibility, liability, and cost for safeguarding all persons and property affected by its operations and for the conduct of its activities on FAT. Licensee shall at all times conduct its operations in a safe, prudent, professional, and lawful manner. Licensee agrees that is operations hereunder shall not unreasonably interfere with or impede the operations of Licensor, other authorized users and tenants of FAT, or the general public.

Section 3.13 Licenses, Permits, and Certifications.

Licensee shall at its sole cost and expense (a) obtain and maintain in effect at all times any and all licenses, certificates, and permits required for its occupancy, use of and operations on FAT’s property; and (b) obtain any all licenses, permits, and other operating, use or safety certifications required by federal, state, and/or local regulatory agencies for its use of, operations on, activities at and associated storage on FAT’s property. Licensee shall provide Licensor with copies upon request of any and all such licenses, permits, certifications, and other documentation evidencing compliance herewith.

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Section 3.14 Operating Standards.

Licensee covenants and agrees that it shall conduct its operations and its activities at FAT in a safe, lawful, prudent, and professional manner, at all times providing the quality and levels of service necessary to meet the demand for same, in accordance with all applicable regulations currently in effect and as may be amended, and pursuant to directives issued by Director or designee in connection therewith. Licensee acknowledges that it has received and agrees to make available to its employees copies of Licensor’s Rules and Regulations, code, policy, and other applicable regulatory and procedural information.

Section 3.15 Quality of Service.

In entering this License, Licensor has foremost in mind providing the aviation public with facilities and services of high quality, commensurate with the trade that is accustomed to using contemporary airport facilities, and Licensee agrees to conduct its business in a proper and first- class manner, at all times. Licensee further agrees that any and all services provided by Licensee at FAT shall at all times be rendered in a prompt, clean, courteous, efficient, safe, and professional manner and that any and all persons employed by Licensee for the purpose of providing any services shall at all times be professionally qualified and, as and when required, properly trained, certified and/or licensed to so perform, and that the number of such persons shall at all times be available to adequately meet the demand for such services as shall be provided under authority hereof.

Section 3.16 Designation of Local Representative by Licensee.

Licensee shall, at all times, retain in the local area a qualified, competent, and experienced representative to supervise its operations and authorized to represent and act for Licensee in matters pertaining to the day-to-day conduct of Licensee's business operations at FAT.

During any temporary periods of absence by said representative, an alternate representative of Licensee with like authorization must be available. Licensee shall, at all times, keep the Director or designee advised as to who Licensee's authorized representative is and how immediate communication can be established with that representative on a 24-hour basis in the event of an emergency. Licensee shall provide Licensor and keep current, at all times, the names of its manager and subordinate, their respective office, cell and emergency home telephone numbers, and their e-mail addresses.

Section 3.17 Personnel, Training, Policies, and Procedures.

Licensee shall provide for the proper training and for the certification/licensing of all of its employees in all areas of service as duties require. Licensee shall produce copies of employee certification and licensing records upon demand by Licensor. Licensee shall be responsible for the training of all employees in conformity with FAT’s Rules for Airlines/Ground Handlers handbook requirements. Licensee shall control the conduct, demeanor, and appearance of its employees to ensure the maintenance of a high standard of service at all times.

Section 3.18 Purchase of Supplies and Services.

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Should Licensee contract with a third party to provide services which might otherwise be performed by Licensee under this License, such third party shall be deemed to be conducting a business at FAT. Prior to said third party engaging in such services, Licensee shall ensure that such third party has secured a valid license agreement from Licensor to operate at FAT.

Licensor may impose charges, rentals, and fees upon such third parties for facilities used or for services provided. Nothing herein shall be construed as in any way limiting the powers of Licensor to fully exercise its governmental rights, its proprietary functions, its obligations under any bond covenants, or its rights to enforce any federal, state, or local law, rule, or regulation.

Section 3.19 Safety Procedures and Fire Prevention Procedures.

Licensee shall comply with all fire safety rules, regulations, and procedures at FAT. Licensee shall install and maintain, at Licensee’s sole expense, such extinguishing devices, signage, and fixtures on and in its facilities and equipment and operating areas as may be required by the Aircraft Rescue and Fire Fighting Department (ARFF) or any applicable law or regulation. Combustible and flammable liquid storage shall meet all Uniform Fire Code requirements.

Section 3.20 Security.

Licensee shall comply with all rules and regulations of Licensor applicable to FAT and airfield security. At its sole cost and expense, Licensee shall be responsible for providing its own security (i) for any equipment, vehicles, materials, and other personal property brought onto FAT by or for Licensee, and (ii) for any services or activities provided or conducted by Licensee or by anyone on behalf of Licensee under this License. Licensee agrees to protect the integrity of security of FAT’s perimeter and agrees to undertake measures necessary for the prevention of unauthorized access into any restricted area of FAT. Licensee’s responsibilities hereunder expressly include, but shall not be limited to, implementing a security plan to meet the requirements of the TSA and Licensor.

Section 3.21 Licensor’s Right of Inspection.

A. To determine Licensee’s compliance with the terms and conditions of this License and with Licensor’s directives issued in connection herewith; and

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C. To gain access to any mechanical, electrical, utility, and structural system at FAT for the purpose of maintaining and repairing said system.

Section 3.22 Exterior Signs and Outside Storage.

Installation of exterior signs and/or outside storage of any materials, supplies, products, equipment, or other personal property in or about FAT, unless expressly permitted by this License, is prohibited.

Section 3.23 Alterations/Additions/Modifications/Improvements.

Neither Licensor nor Licensee shall be obligated to make, nor Licensee shall make any alterations, additions, modifications, or improvement s in/on/to any part of FAT, at any time during the Term (and possible Additional Term) hereof, for any purpose whatsoever.

Section 3.24 Liability for Damage.

Licensee shall be liable for and shall promptly repair any damage to any FAT areas/facilities where such damage shall be attributable to any act or omission on the part of Licensee, Licensee’s employees, contractors, subcontractors, agents, representatives, associates, guests, and/or invitees. Should Licensee fail or be unable to promptly affect any such repairs, Licensor shall have the right to make such repairs, and Licensee agrees to reimburse Licensor for all reasonable costs of such repairs, including reasonable administrative costs.

Section 3.25 Disposable Waste.

Licensee agrees to keep all areas covered by this License free and clear of rubbish, debris, and litter. Licensee shall use the outdoor receptacles provided by Licensor for the collection and removal of all trash, garbage, and other refuse resulting from the operation of FAT’s terminal building, including the activities authorized in this License. Licensee, at its own cost and expense, shall provide and use suitable receptacles for the collection, within all other FAT areas, of all trash and other refuse. Piling of boxes, cartons, barrels, or other items in an unsafe or unsightly manner in or about FAT or the premises is prohibited.

Section 3.26 Assignment, Sub-licenses, and Encumbrances.

The Licensee shall not transfer, assign, encumber, or mortgage this License, or any part hereof, or interest herein, except with the prior written approval of Director or designee and subject to whatever limitations and conditions that may be required by Director of designee.

Any other attempted transfer or assignment shall be void and shall not confer rights upon any third person. No assignment shall relieve Licensee of any obligation under this License unless otherwise agreed by Licensor. Licensee shall not grant permission to any other person to occupy any portion of the areas covered by this License without the consent of Director or designee Notwithstanding the foregoing, this Section shall not be interpreted to preclude the assignment of this License to Licensee’s ultimate parent, a wholly owned subsidiary of Licensee, or a successor by merger, if such parent, subsidiary, or successor by merger assumes all rights to the obligations of this License. Written notice of such assumption shall be provided to Licensor by parent, subsidiary, or successor by merger not less than 30 days prior to the effective date of such assignment.

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Section 3.27 Conflict Between Authorized and Unauthorized Uses.

With respect to any use of FAT which may be contemplated or undertaken under authority of this License, if any such use may, in any way whatsoever, reasonably be deemed to involve a conflict between authorized and unauthorized uses as set forth herein, the prohibitions, restrictions, and limitations set forth within this License, in any and all such cases, prevail, and no unauthorized use of FAT, in whole or in part, shall be undertaken by Licensee or Licensee’s employees, agents, representatives unless and until such use is limited to the degree/extent necessary to eliminate any element/portion thereof giving rise to any such conflict.

Section 3.28 Observation of Governmental Regulations.

A. Airport Rules and Regulations. Lessor reserves the right to adopt, amend and enforce reasonable rules and regulations governing the Premises and the public areas and facilities used by Licensee in connection therewith. Such rules and regulations shall be consistent with the safety, security and overall public utility of Airport and with the rules, regulations and orders of the Federal Aviation Administration (FAA) (or such successor agency[ies] as may, at any time and from time to time during the Term (and possible Additional Term) hereof be designated by the Federal Government to perform either similar, new, additional, and/or supplemental functions, powers and/or duties with respect to air transportation, aircraft, Airports, etc.), and such rules and regulations shall NOT be inconsistent with the provisions of this Lease or the procedures prescribed and approved, from time to time, by the FAA with respect to the operation of aircraft at the Airport. Licensee agrees to observe, obey and abide by all such rules and regulations heretofore or hereafter adopted or amended by Licensor, including compliance with FAA, and Airport security rules, regulations and plans.

1. Licensee shall be fully liable to Licensor for any and all claims, demands, damages, fines, and/or penalties of any nature whatsoever which may be imposed upon Licensor by the United States Government as a result of any unauthorized entry by Licensee, Licensee’s employees, agents, representatives, contractors, sub-contractors, or any vehicle operated thereby, into any area of the Airport to which access by persons or vehicles is restricted/controlled pursuant to FAA and/or Airport Security Rules/Regulations/Plans.

B. Other Governmental Regulations. Licensee shall, at all times during the Term (and possible Additional Term) hereof, observe, obey and comply with any and all laws, statutes, ordinances, codes, rules, regulations, and/or orders of any governmental entity(ies) lawfully exercising any control(s) over either the Airport or over any part or all of Licensee's activities/operations thereon and/or therefrom, including, without limitation, any and all local business license and/or permit requirements.

C. Federal Grant Agreement Assurances. Those certain provisions set forth within Section "B", "Assurances", Of Exhibit B , "Assurances Required By The Federal Aviation Administration", attached hereto and made a part hereof, are those specific

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provisions required by the FAA to be appropriately included within all agreements (including, without limitation, leases, licenses, permits, and contracts) between Licensor and any and all persons and/or entities who use or perform work or conduct activities on Licensor-owned airport Premises for aeronautical or non-aeronautical purposes. Licensee, by its signature(s) hereunto affixed, acknowledges that it has reviewed the aforesaid exhibit, in its entirety, and fully understands the meaning, purpose, and intent thereof. Licensee expressly agrees that, throughout the Term (and possible Additional Term) hereof, it shall fully and faithfully comply with, abide by and/or adhere to, as applicable and appropriate, each and every one of the numbered provisions contained within Section "B", "ASSURANCES", of said Exhibit (as said numbered provisions are reflected therein or as same may be amended, from time to time, during the term hereof, by Lessor, as and when the FAA's requirements thereon imposed may so dictate), which, pursuant to the guidelines established within paragraphs 2 through 4 of Section "A" of said Exhibit, shall either be applicable to Licensee on the start date of the Term hereof or which, as a result of changing facts and/or circumstances, shall subsequently become applicable to Licensee, hereunder, during the Term (and possible Additional Term) hereof.

D. Limitation on Licensor’s Liability and Licensee’s Right to Terminate. Licensor shall not be liable to Licensee for any diminution or deprivation of possession or any of Licensee's rights hereunder when such shall result from any exercise by Licensor of any such right or authority as in this Section or within Exhibit B, hereto, provided; and Licensee, by reason of the exercise of any such right or authority by Licensor, shall not be entitled to terminate, in whole or in part, the leasehold estate herein created unless the exercise thereof by Licensor shall so interfere with Licensee's use and occupancy of the leasehold estate herein created so as to constitute a termination in whole or in part of this License by operation of law in accordance with the laws of the State of California.

ARTICLE IV – EARLY TERMINATION AND HOLDOVER

Section 4.01 Early Termination.

Either party may terminate this License at any time and without cause by serving written notice upon the other party no less than 180 days before such termination is to be effective.

A. Re-delivery. Upon any termination of this License, Licensee shall have no right(s), title, or interest in or to FAT, and Licensee shall peaceably and quietly discontinue use at FAT and quit and deliver up such to Licensor. At Licensor’s option, Licensee shall immediately remove all of its personal property from FAT and peacefully vacate and surrender any support space discussed in Section 3.03 back to airline or Licensor’s tenant. In the event Licensee fails, upon Licensor’s request, to return the any support space at FAT, discussed in Section 3.03, back to airline or Licensor’s tenant in the identical condition as when received, Licensor shall have the right to make all necessary restoration and invoice Licensee for all related costs incurred. Licensee agrees to pay, upon demand, any and all such charges billed by Licensor pursuant to this subsection.

Licensee will remove its equipment upon termination of this License.

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Section 4.02 Holding Over.

If Licensee holds over after the expiration of the Term (and possible Additional Term), thereafter Licensee shall be deemed a month-to-month License. The License fees that Licensee shall pay Licensor shall be calculated on a daily basis as follows: (i) the most recent annual fee, (ii) plus all other fees due under this License as of the last year of Term, (iii) divided by three hundred sixty-five (365), and (iv) multiplied by one and one-half (1.5). The additional rent per day shall remain in effect until any new agreement is negotiated with Licensor, approved by Council, and fully executed by Licensee and Licensor. Otherwise, excepting holdover rent, Licensee shall be bound by the terms and conditions of this License.

Nothing herein shall be construed to give Licensee the right to holdover at any time, and Licensor may exercise any remedy at law or in equity to recover possession of any support space discussed in Section 3.03, as well as any damages incurred by Licensor.

ARTICLE V - INDEMNIFICATION, EXEMPTION OF LESSOR, AND INSURANCE

Section 5.01 Indemnification and Release.

A. Except to any extent expressly provided for in this License, and to the furthest extent allowed by law, Licensee shall indemnify, hold harmless and defend Licensor and its officers, officials, employees, agents, and volunteers (hereinafter referred to collectively as “Licensor”) from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage, including damage by fire or other casualty) arising or alleged to have arisen directly or indirectly out of the Licensee’s: (i) occupancy, maintenance and/or temporary, non-exclusive use of FAT; (ii) use of any Common Use Space, Joint Use Space, Preferential Use Space, and Shared Use Space at FAT; or (iii) performance of, or failure to perform, this License.

Licensee’s obligations under the preceding sentence shall apply regardless of whether Licensor or any of its officers, officials, employees, agents, or volunteers are passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs, or damages caused by the active or sole negligence, or the willful misconduct, of Licensor or any of its officers, officials, employees, agents, or volunteers.

B. Licensee acknowledges that any and all loss, liability, fines, penalties, forfeitures, costs, and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage, including damage by fire or other casualty) arising out of or in any way connected with releases or discharges of a Hazardous Substance, or the exacerbation of a potential environmental hazard, occurring as a result of or in connection with: (i) Licensee’s occupancy, maintenance, and/or use of FAT; (ii) Licensee’s use of any Common Use Space, Exclusive Use Space, Joint Use Space, Preferential Use Space, and Shared Use Space at FAT; (iii) Licensee’s activities or the activities of any of Licensee’s representatives (including, without limitation, any of Licensee’s officers, officials, employees, agents, volunteers, consultants, sub-consultants, contractors, or subcontractors), and all reasonable costs, expenses, and liabilities for environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration, remediation, and other response costs, including reasonable attorney’s fees and disbursements and any fines and penalties imposed for the violation of any legal requirements relating to the environment or human health, are expressly within the scope of the indemnity set forth above.

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C. Licensee’s occupancy, maintenance, and/or use of FAT, and use of all or any part of FAT, including, but not limited to, use of any Common Use Space, Exclusive Use Space, Joint Use Space, Preferential Use Space, and Shared Use Space at FAT, shall be at Licensee’s sole risk and expense. Licensee accepts all risk relating to Licensee’s:
(i) occupancy, maintenance, and/or use FAT; (ii) Licensee’s use of any Common Use Space, Exclusive Use Space, Joint Use Spac e, Preferential Use Space, and Shared Use Space at FAT; or (iii) performance of, or failure to perform, this License Licensor shall not be liable to Licensee and its in surer(s) for, and Licensee and its insurer(s) hereby waive and release Licensor from, any and all loss, liability, fines, penalties, forfeitures, costs, or damages resulting from or attributable to an occurrence on or about FAT, or all or any part of FAT, including, but not limited to, use of any Common Use Space, Exclusive Use Space, Joint Use Space, Preferential Use Space, and Shared Use Space at FAT, in any way related to the Licensee’s operations and activities. This waiver shall not extend to any and all loss, liability, fines, penalties, forfeitures, costs, or damages caused solely by the gross- negligence, or by the willful misconduct of Licensor.

D. Licensee shall immediately notify Licensor of any occurrence on Licensee’s use of any Common Use Space, Exclusive Use S pace, Joint Use Space, Preferential Use Space, and Shared Use Space at FAT, resulting in injury or death to any person or damage to property of any person.

E. If Licensee should contract any work at FAT or subcontract any of its obligations under this License, Licensee shall require each consultant, sub-consultant, contractor, and subcontractor to indemnify, hold harmless and defend Licensor and its officers, officials, employees, agents and volunteers in accordance with the terms of this Section.

F. The provisions of this Section shall survive the termination or expiration of this License.

Section 5.02 Exemption.

Licensee hereby specifically warrants, covenants, and agrees that Licensor shall not be liable for injury to Licensee’s business or any loss of income therefrom or for damage to the goods, wares, merchandise or other property of Licensee, Licensee’s employees, patrons, invitees, or any other person whomsoever, in or about FAT, nor shall Licensor be liable for injury to the person of Licensee, Licensee’s agents, employees, contractors, subcontractors, customers, or invitees, whether or not said damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, or from the leakage, breakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, or from any other cause, whether or not said damage or injury results from conditions arising in or on any part or all of FAT or in or on any of the improvement(s) and facilities appurtenant thereto located therein or from other sources or places, and regardless of whether or not the cause of such damage or injury or the means of repairing the same is inaccessible to Licensee, except where such injury, damage, and/or loss shall have been caused solely by the gross negligence or willful misconduct of Licensor. Licensee also covenants and agrees that Licensor shall not be liable for any damages arising from any act or neglect on the part of any third parties.

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Section 5.03 Insurance.

A. Throughout the life of this License, Licensee shall pay for and maintain in full force and effect all insurance as required herein with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than "A-VII" in the Best's Insurance Rating Guide, or (ii) as may be authorized in writing by Licensor’s Risk Manager or designee at any time and in its sole discretion. The Licensor, its officers, officials, employees, agents, and volunteers (referred to collectively as “Licensor”) requires policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to Licensor, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the name insured.

B. If at any time during the life of the License or any extension, Licensee or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this License shall be discontinued immediately until notice is received by Licensor that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to Licensor. Any failure to maintain the required insurance shall be sufficient cause for Licensor to terminate this License. No action taken by Licensor pursuant to this section shall in any way relieve Licensee of its responsibilities under this License. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by Licensor that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent.

C. The fact that insurance is obtained by Lic ensee shall not be deemed to release or diminish the liability of Licensee, including, without limitation, liability under the indemnity provisions of this License. The duty to indemnify Licensor shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Licensee. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Licensee, vendors, suppliers, invitees, contractors, subcontractors, or anyone employed directly or indirectly by any of them.

Coverage shall be at least as broad as:

1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage,” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non- owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the License) with limits of liability not less than those set forth under “Minimum Limits of Insurance.”

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2. The most current version of ISO Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1 – Any Auto).

3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.

Minimum Limits of Insurance
Licensee, or any party the Licensee subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to Licensor and each of its officers, officials, employees, agents, and volunteers as additional insureds, shall be greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the name insured:

1. AVIATION/AIRPORT OR GENERAL LIABILITY : insurance which shall be at least as broad as Insurance Services Office (ISO) form CG 00 01 and shall include coverage for “bodily injury,” “property damage,” and “personal and advertising injury,” including premises and operation, hangarkeepers legal liability, products and completed operations, and contractual liability (including, without limitation, indemnity obligations under this License), with limits of liability of not less than $5,000,000 per occurrence for bodily injury and property damage, $1,000,000 per occurrence for personal and advertising injury, $5,000,000 aggregate for products and completed operations, and $10,000,000 general aggregate. Licensee may substitute Airport Liability Insurance for this insurance provided the coverage is as broad as required and the limits of liability are not less than required.

2. AIRCRAFT HULL AND LIABILITY : insurance which shall include coverage for bodily injury to passengers and non-passengers, property damage and cargo legal liability with combined single limits of liability of not less than $10,000,000 per occurrence and aggregate for bodily injury, property damage and cargo legal liability for fixed wing aircraft, and $10,000,000 per occurrence and aggregate for bodily injury, property damage and cargo legal liability for rotorcraft.

3. COMMERCIAL AUTOMOBILE LIABILITY : insurance which shall be at least as the most current version of Insurance Service Office (ISO) Business Auto Coverage Form CA 00 01, and include coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1 – Any Auto) with limits of liability of not less than $10,000,000 per accident for bodily injury and property damage.

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4. WORKERS’ COMPENSATION: insurance as required under the California Labor Code.

5. EMPLOYER’S LIABILITY: insurance with limits of liability of not less than:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.

6. POLLUTION LIABILITY: insurance with limits of liability of not less than $2,000,000 per occurrence and $4,000,000 aggregate.

Subcontractors

If Licensee subcontracts any or all of the services to be performed under this License, Licensee shall require, at the discretion of the Licensor’s Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with Licensor to provide required indemnification and insurance protection. Any required Side Agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by Licensor’s Risk Manager or designee. If no Side Agreement is required, Licensee will be solely responsible for ensuring that its subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry.

Umbrella or Excess Insurance

In the event Licensee purchases an Umbrella or Excess insurance policy(ies) to meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non- contributory basis for the benefit of Licensor and each of its officers, officials, employees, agents, and volunteers.

Deductibles and Self-Insured Retentions

Licensee shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and Licensee shall also be responsible for payment of any self- insured retentions.

Other Insurance Provisions/Endorsements

All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after 30 calendar days written notice has been given to Licensor, except ten days for nonpayment of premium. Licensee is also responsible for providing written notice to Licensor under the same terms and conditions. Upon issuance by the insurer, broker, or agent of notice to cancellation, non-renewal, or reduction in coverage or in limits, Licensee shall furnish Licensor with a new certificate and

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applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for Licensor, Licensee shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than 15 calendar days prior to the expiration date of the expiring policy.

The Commercial General/Aviation Liability, Aircraft, and Pollution Liability policies shall be written on an occurrence form.

The Commercial General/Aviation, Aircraft, Pollution, and Automobile Liability policies of insurance shall be endorsed to name Licensor, its officers, officials, employees, agents, and volunteers as additional insureds.

Licensee shall establish additional insured status for Licensor and for all ongoing and completed operations by use of ISO Forms as broad as CG 20 10 11 85 or by an executed manuscript insurance company endorsement providing additional insured status as broad as that contained in ISO Form CG 20 10 11 85.

The Commercial General/Aviation, Aircraft, Pollution, and Automobile Liability policies of insurance shall be endorsed so Licensee’s insurance shall be primary and no contribution shall be required of Licensor. The coverage shall contain no special limitations on the scope of protection afforded to Licensor, its officers, officials, employees, agents, and volunteers. If Licensee maintains higher limits of liability than the minimums shown above, Licensor requires and shall be entitled to coverage for the higher limits of liability maintained by Licensee.

Should any of the required policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by any defense costs, then the requirement for the Limits of Liability of these policies will be twice the above stated limits.

All insurance policies shall contain, or be endorsed to contain, a waiver of subrogation as to Licensor, its officers, officials, employees, agents, and volunteers.

a. Licensee shall furnish Licensor with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the Licensor’s Risk Manager or designee prior to Licensor’s execution of the License. Such evidence of insurance shall be provided to Licensor at the following address:

City of Fresno,
Airports Department 4995 E. Clinton Way Fresno, CA 93727

b. Upon request of Licensor, Licensee shall immediately furnish Licensor with a complete copy of any insurance policy required under this License, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this License.

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c. Any failure to maintain the required insurance shall be sufficient cause for Licensor to terminate this License. No action taken by Licensor hereunder shall in any way relieve Licensee of its responsibilities under this License.

The fact that insurance is obtained by Licensee shall not be deemed to release or diminish the liability of Licensee, including, without limitation, liability under the indemnity provisions of this License. The duty to indemnify Licensor and its officers, officials, employees, agents, and volunteers shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Licensee. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Licensee.

d. Licensee and its insurers hereby waive all rights of recovery against Licensor and its officers, officials, employees, agents, and volunteers, on account of injury, loss by or damage to the Licensee or its officers, officials, employees, agents, volunteers, invitees, consultants, sub-consultants, contractors, and subcontractors, or its property or the property of others under its care, custody, and control. Licensee shall give notice to its insurers that this waiver of subrogation is contained in this License. This requirement shall survive termination or expiration of this License.

e. If Licensee should contract any work on the Premises or subcontract any of its obligations under this License, Licensee shall require such consultant, sub- consultant, contractor, and subcontractor to provide insurance protection in favor of Licensor and its officers, officials, employees, agents, and volunteers in accordance with the terms of each of the preceding paragraphs, except that the consultants’, sub-consultants’, contractors’, or subcontractors’ certificates and endorsements shall be on file with Licensee and Licensor prior to the commencement of any work by the consultant, sub-consultant, contractor, or subcontractor.

ARTICLE VI - ASSIGNMENT, HYPOTHECATION, TRANSFER, AND ASSIGNMENT

Section 6.01 General; Non-Transferability.

This License is Non-Transferable and shall be valid only for the herein named Licensee for and to whom issued; thus, Licensee may not and shall not at any time sell, transfer, or assign this License, in whole or in part, and any attempted or purported sale, transfer or assignment hereof shall be null and void and shall constitute a breach of this License by Licensee. The only exception to this is if the Licensee changes names or merges with another commercial aviation ground handling and support services company.

Section 6.02 License Non-Assignable.

This License is personal to the Licensee and shall not be assigned. Any attempt to assign the License shall automatically terminate it. No legal title or leasehold interest in FAT is created or vested in Licensee by the grant of this License.

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Section 6.03 Hypothecation, Transfer, and Assignment.

Nothing within this License contained shall, in any way whatsoever, be deemed to allow Licensee to mortgage, pledge, hypothecate, or otherwise encumber either this License, any part or all of FAT, or any one or more of the improvements located anywhere in or on FAT.

ARTICLE VII – DEFAULT, LICENSOR’S REMEDIES, AND FORCE MAJEURE

Section 7.01 Default by Licensor.

Licensor shall work to fulfill obligations required of Licensor under the License within a commercially reasonable period of time.

Section 7.02 Default by Licensee.

A. Defaults. The occurrence of any of the following events shall constitute a material default and breach of this License by Licensee:

1. The vacating or abandonment of FAT by Licensee.

2. The failure by Licensee to use FAT for lawful purposes only and/or failure by Licensee to comply with or observe any statute, law, ordinance, rule, regulation, standard, or requirement of any federal, state, or local government entity with respect to Licensee's occupancy(ies) and/or use(s) of any part or all of FAT, as such statutes, laws, ordinances, rules, regulations, standards, or requirements exist(ed) on the Commencement Date of the Term of this License or as such may exist at any time and from time to time during the Term (and possible Additional Term) thereof, where any such failure shall be evidenced by either a finding or judgment of any court of competent jurisdiction or where any such shall be admitted by Licensee in any proceeding brought against Licensee by any government entity.

3. The inability of and/or failure by Licensee to obtain, pay for, and maintain in full force and effect at all times during the Term (and possible Additional Term) of this License, without any lapse in coverage, such insurance as shall be required of Licensee thereunder.

4. The occurrence of any of the following:
a. Licensee's becoming insolvent, or failing in business, or the making by Licensee of any general arrangement or an assignment for the benefit of creditors;
b. The filing by or against Licensee of a petition to have Licensee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (Unless, in the case of a petition filed against Licensee, the same is dismissed within 60 days;
c. The appointment of a receiver to take possession of substantially all of Licensee's assets located in or on FAT or of Licensee's interest in this License, where possession is not restored to Licensee within 30 days; or

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d. The attachment, execution or other judicial seizure of substantially all of Licensee's assets located in or on FAT or of Licensee's interest in this License, where such seizure in not discharged within 30 days.

5. The discovery by Licensor that any financial statement provided Licensor by Licensee, or any guarantor of Licensee's obligations under this License, and/or any one or more of such persons or entities, was materially false.

6. Any hypothecation, encumbrance, sale, assignment, or transfer of either this License, in whole or in part; or of any of Licensee's rights, title and interests in or to any part or all of the Premises and/or in or to any part or all of the improvements and appurtenances thereto which exist(ed) therein or thereon at the commencement of the Term of this License where such action(s) shall not be in full conformity with any and all of the provisions of this License applicable thereto; or any attempted/purported renting, subletting or permitting occupancy of any part or all of FAT by any person or entity other than Licensee.

7. The failure by Licensee to make any payment of license fees or any other required fee payment, as and when due under this License, where such failure shall continue for a period of ten days following service of notice thereof upon Licensee by Licensor.

8. The failure by Licensee to keep, observe, undertake, fulfill, or perform any of the terms, covenants, conditions, warranties, agreements, obligations, and/or provisions of this License to be kept, observed, undertaken, fulfilled, and/or performed by Licensee, other than those hereinabove , where such failure shall continue for a period of 30 days following service of written notice thereof upon Licensee by Licensor, pursuant to this License; provided, however, that if the nature of Licensee's default is such that more than 30 days are reasonably required for its cure, then Licensee shall not be deemed to be in default and breach of this License if Licensee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion as soon as reasonably possible.

B. Licensor's Remedies.

1. Abandonment: If Licensee abandons operating at FAT, this License shall continue in effect. Licensor shall not be deemed to terminate this License as a result of such material default and breach other than by written notice of termination served upon Licensee by Licensor, and Licensor shall have all of the remedies available to Licensor under Section 1951.4 of the Civil Code of the State of California so long as Licensor does not terminate Licensee's right to operate at FAT, and Licensor may enforce all of Licensor's rights and remedies under this License, including the right to recover license fees as it becomes due under this License. After abandonment of operating at FAT by Licensee, Licensor may, at any time thereafter, give notice of termination.

2. Termination: Following the occurrence of any material default and breach of this License by Licensee as set forth within this Section, above, Licensor may

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then immediately, or at any time, thereafter, terminate this License by service of a minimum of ten day’s advance written notice to such effect upon Licensee and this License shall terminate at 11:59:59 p.m., on the termination date specified within such notice.

Such notice shall set forth the following:

a. The Default and breach which resulted in such termination by Licensor; and

i. A Demand for Removal, Licensee shall immediately remove all of its personal property from FAT, which, in the event only ten day’s advance notice shall be given by Licensor, shall be effective at 12:00:01 A.M., on the eleventh (11th) calendar day following the date on which the notice in which such demand is contained shall be sufficiently served upon Licensee by Licensor in conformity with the "Notice" provisions of this License ; or, if more than the minimum number of days advance notice shall be given, at 12:00:01 a.m., on the next day following the date specified within such notice as being the date of termination hereof. Upon written request, Licensor may allow additional time for removal of property. Any such allowance may only be given in writing by Director or designee, and said time shall be subject to payment of License fees as herein provided. Termination of this License by Licensor under this Section shall be construed as a waiver of any claim Licensor may have against Licensee including for default.

b. Such notice may contain any other notice which Licensor shall be required or desire to give under this License.

3. Recovery: Following termination of this License by Licensor pursuant to the provisions above, Licensor shall have all the rights and remedies available to Licensor under Section 1951.2 of the Civil Code of the State of California. The amount of damages Licensor may recover following such termination of this Lease shall include:
a. The worth at the time of award of the unpaid license fees which had been earned at the time of termination of this License;

b. The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination of this License until the time of award exceeds the amount of such rental loss that Licensee proves could have been reasonably avoided;

c. The worth at the time of award of the amount by which the unpaid rent for the balance of the Term (and possible Additional Term) after the time of award exceeds the amount of such rental loss for the same period Licensee proves could be reasonably avoided; and

d. Any other amount necessary to compensate Licensor for all the detriment proximately caused by Licensee's failure to perform Licensee's obligations

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under this License or which in the ordinary course of things would be likely to result therefrom.

4. Liquidated Damages: If this License is terminated early by Licensor pursuant to the Default provisions, hereof, as a result of Licensee’s failure to keep, observe, or perform any of the terms, covenants, conditions, warranties, agreements, or provisions hereof to be kept, observed, or performed by Licensee, the entire amount of such surety instrument may be claimed, retained, and used by Licensor as Liquidated Damages.

5. Additional Remedies: Following the occu rrence of any material default and breach of this License by Licensee as set forth within this Article, above, in addition to the foregoing remedies, Licensor may maintain Licensee's right to possession, in which case this License shall continue in effect whether or not Licensee shall have abandoned the Premises and, so long as this License is not terminated by Licensor or by a decree of a court of competent jurisdiction, Licensor shall be entitled to enforce all of Licensor's rights and remedies under this License, including the right to recover the rent as it becomes due thereunder and, during any such period, Licensor shall have the right to remedy any default of Licensee, to maintain or improve the Premises without terminating this License, to incur expenses on behalf of Licensee in seeking a new Licensee, to cause a receiver to be appointed to administer the Premises, and to add to the rent payable hereunder all of Licensor's reasonable costs in so doing, with interest at the maximum reasonable rate then permitted by law from the date of such expenditure until the same is repaid.

6. Other: In the event Licensee causes or threatens to cause a breach of any of the covenants, terms or conditions contained in this License, Licensor shall be entitled to obtain all sums held by Licensee, by any trustee or in any account provided for herein, to enjoin such breach or threatened breach and to invoke any remedy allowed at law, in equity, by statute or otherwise as though re- entry, summary proceedings and other remedies were not provided for in this License.

7. Cumulative Remedies: Each right and remedy of Licensor provided for in this Article or now or hereafter existing at law, in equity, by statute or otherwise shall be cumulative and shall not preclude Licensor from exercising any other rights or from pursuing any other remedies provided for in this License or now or hereafter available to Licensor under the laws or judicial decisions of the State of California.

8. Indemnification: Nothing contained within this Article affects the right of Licensor to indemnification by Licensee, as elsewhere within this License provided, for liability arising from personal injuries or property damage prior to the termination of this License.

Section 7.03 Force Majeure.

Neither Licensor nor Licensee shall be deemed in violation of this License if it is prevented from performing any of its obligations hereunder by reasons of Force Majeure. For purposes

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of this License, “Force Majeure” means contingencies, causes or events beyond the reasonable control of Licensor or Licensee, including acts of nature or a public enemy war, pandemic, riot, civil commotion, insurrection, state, federal, or municipal government or de facto government action (unless caused by acts or omissions of Licensee), fires, explosions, floods, strikes, boycotts, embargoes, or shortages of materials, acts of terrorism, acts of God, pandemic, casualty losses, unavoidable accidents, floods, fire, explosion, inclement weather, impossibility of performance, any event or action that is legally recognized as a defense to a contract action in the State of California, or other circumstances that are beyond the reasonable control of Licensor or Licensee; provided, however, that this Section 7.03 shall not apply to failure of Licensee to pay license fees and charges specified under this License. In the event of Force Majeure where Licensee is prevented from performing any of its obligations due to the above stated circumstances, Licensee shall notify Licensor in writing within ten days following such circumstances. Licensor, through its Director or designee, shall notify Licensee within 20 days whether Licensor, in its sole discretion, concurs with the reasons of Licensee’s delays.

ARTICLE VIII - NOTICES

Section 8.01 Written Notices Required.

All notices required to be served by Licensor and Licensee, one upon the other, under the terms of this License shall be in writing.

Section 8.02 Licensee’s Address for Notices.

All notices or demands of any kind which Licensor shall have cause to serve upon Licensee under the terms of this License shall be serves upon Licensee by mailing a copy thereof by certifies or registered mail, return receipt requested, to Licensee at the address shown below or to such other address as Licensee may, from time to time, specify to Licensor in writing:

Unifi Aviation, LLC
950 East Paces Ferry Rd., Ste. 2000
Atlanta, GA 30326

Section 8.03 Licensor's Address for Notices.

All notices or demands of any kind which Licensee shall have cause to serve upon Licensor under the terms of this License shall be served upon Licensor by mailing a copy thereof by certified or registered mail, return receipt requested, to Licensor at the address shown below or to such other address as Licensor may, from time to time, specify to Licensee in writing.

City Of Fresno, Airports Department
4995 E. Clinton Way
Fresno, CA 93727-1525

Section 8.04 Time and Date of Service.

In the event of any service of notice or demand by mail, as above said, such notice or demand shall be deemed to have been sufficiently served as of 12:00:01 a.m., on the fourth (4th) calendar day following the date of deposit in the United States mail of such certified or registered mail properly addressed and postage prepaid.

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ARTICLE IX - GENERAL PROVISIONS

Section 9.01 Non-Transferability.

This License is non-transferable and shall be valid for the herein named Licensee for and to whom issued; thus, Licensee may not and shall not at any time sell, transfer, sublicense, or assign this License, in whole or in part, and any attempted or purported sale, transfer, sublicense, or assignment hereof shall be null and void and shall constitute a breach of this License by Licensee.

Section 9.02 Executor's Authority.

Each individual executing this License on behalf of Licensee, represents and warrants that it is duly authorized to execute and deliver this License on behalf of said Licensee in accordance with its governing documents including articles of incorporation and bylaws, and that this License is binding upon said Licensee in accordance with its terms.

Section 9.03 Interpretation of License.

Nothing contained within this License shall be construed or interpreted, in any manner whatsoever, as limiting, relinquishing or waiving any of the rights of ownership enjoyed by Licensor in and to FAT’s property, or in any manner waiving or limiting Licensor's control over the operation, maintenance, etc., of FAT’s property or in derogation of such governmental rights as Licensor possesses, except as is specifically provided for within this License.

Section 9.04 Permits with the United States Government.

This License is subject and subordinate to the provisions of any agreements heretofore or hereafter made between the Licensor and the United States Government, the execution of which is required to enable or permit transfer of rights or property to Licensor for FAT’s purposes or expenditure of federal funds for FAT’s improvement, maintenance, or development. Licensee shall abide by requirements of agreements entered into between Licensor and the United States Government, and shall consent to amendments and modifications of this License if required by such agreements or if required as a condition of Licensor’s entry into such agreements, provided however that if any modification to said License with the United State Government has a material or adverse impact on the operations of Licensee, Licensee shall have the right to terminate this License upon 60 day’s written notice.

Section 9.05 Waiver of Breach of Covenants.

No waiver of any default or breach of any covenant by either party to this License shall be implied from any omission by either party to take action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the waiver, and then said waiver shall be operative only for the time and to the extent therein stated. The waiver by either party hereto of any breach of any term, covenant, or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same covenant, term, or condition or of any other term, covenant,

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or condition contained within this License. The subsequent acceptance of license fees and/or other charges hereunder by Licensor shall not be deemed to be a waiver of any preceding breach by Licensee of any term, covenant, or condition of this License, other than the failure of Licensee to pay the particular license fees and/or other charges so accepted, regardless of Licensor's knowledge of such preceding breach at the time of acceptance of such license fees or other charges. The exercise of any right or option or privilege under this License by Licensor shall not prevent Licensor from exercising any and all other rights, privileges, and options hereunder, and Licensor's failure to exercise any right, option, or privilege under this License shall not be deemed a waiver of said right, option, or privilege, nor shall it relieve Licensee from Licensee's obligation to perform each and every covenant and condition on Licensee's part to be performed hereunder, nor from damages or other remedy for failure to perform or meet the obligations of this License. The consent or approval by either party to or of any act by either party requiring further consent or approval shall not be deemed to waive or render unnecessary their consent or approval to or of any subsequent similar acts.

Section 9.06 Venue and Litigation.

a. This License, and the rights and obligations of the parties thereto, shall be construed, interpreted, and enforced pursuant to the laws of the State of California and exclusive venue in any and all actions arising under this License shall be laid in the Judicial District of Fresno County, California.

B. In any action or proceeding which Licensor or Licensee may be required to prosecute to enforce its respective rights under this License, the unsuccessful party therein agrees to pay all costs incurred by the prevailing party therein, including reasonable interest and attorneys' fees, to be fixed by the court, and said costs, interest, and attorneys' fees shall be made a part of the judgment in said action.

Section 9.07 Liens and Claims.

Licensee shall not suffer or permit to be enforced against Licensor’s title to FAT, or any part thereof, any lien, claim, or demand arising from any work of construction, repair, restoration, maintenance, or removal as herein provided, or otherwise arising (except liens, claims, or demands suffered by or arising from the actions of Licensor), and Licensee shall pay all such liens, claims, and demands before any action is brought to enforce same against FAT; and Licensee agrees to hold Licensor and FAT free and harmless from all liability for any and all such liens, claims, or demands, together with all costs and expenses in connection therewith.

Licensor shall have the right at any time to post and maintain on FAT such notices as may be necessary to protect Licensor against liability for all such liens, claims, and demands. This Section shall survive expiration or termination of this License.

Section 9.08 Peaceable Surrender.

Upon the termination, expiration, or cancellation of this License, Licensee shall peaceably surrender and return the areas covered by this License to Licensor in as good condition as at the commencement of this License, subject to normal and ordinary wear and tear resulting from the use of such areas as herein provided.

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Section 9.09 Warranties and Guarantees.

Licensor makes no warranty, guarantee, or covenant, including but not limited to covenants of title and quiet enjoyment, or averment of any nature whatsoever, concerning the condition of the areas covered by this License, including the physical condition thereof, or any condition which may affect the areas covered by this Licensee. Licensee agrees that Licensor shall not be responsible for any loss or damage or costs which may be incurred by Licensee by reason of any such condition or conditions.

Section 9.10 Invalid Provisions.

In the event any covenant, condition, or provision of this License, or the application thereof to any person, entity, or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, covenants, conditions, or provisions of this License, or the application thereof to any person, entity, or circumstance, shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, provided that such invalidity, voiding, or non-enforceability of such covenant, condition, or provision does not materially prejudice either party in its respective rights and obligations contained in the then remaining valid covenants, conditions, or provisions of this License.

Section 9.11 Captions and Article/Section/Paragraph Numbers.

The captions, article numbers, section and sub-section numbers, paragraph and sub- paragraph numbers and/or alphabetical identifiers, and index appearing in this License are inserted solely for the purpose of convenience in reference and in no way define, limit, construe, or describe the scope or intent of such articles, sections, sub-sections, paragraphs, or sub-paragraphs of this License nor in any way whatsoever affect this License.

Section 9.12 Covenants and Conditions.

Each provision of this License performable by Licensee shall be deemed both a covenant and a condition.

Section 9.13 Laws, Rules and Regulations.

Licensee shall observe and obey and require its officers, employees, agents, and invitees to obey and observe the duly enacted and lawful rules and regulations now in existence or hereafter promulgated by Licensor, by the FAA, or by any other local, state, or federal agency of competent jurisdiction. Licensee shall comply with all federal, state, and municipal laws, regulations, and ordinances, including all promulgated which may apply to the operations of business at FAT.

Section 9.14 Inability of City to Perform.

This License and the obligations of Licensee hereunder shall not be affected or impaired because Licensor is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of strike, labor troubles, acts of God, or any other cause beyond the reasonable control of Licensor.

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Section 9.15 Acknowledgement by Licensee.

By its signature(s) hereunto affixed, Licensee expressly acknowledges that Licensee clearly understands that neither this License, itself, nor the issuance of this License by Licensor to Licensee nor acceptance of this License by Licensee constitutes, in any way whatsoever, any agreement by or on behalf of Licensor to enter into any further/other agreement, License, or other arrangement of any type whatsoever, beyond the Term of or in addition to this License.

Section 9.16 Interpretation.

Parties acknowledge that this License in its final form is the result of the combined efforts of Parties and that, should any provision of this License be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this License in favor or against any party, but rather by construing the terms in accordance with their generally accepted meaning.

Section 9.17 Attorney’s Fees.

If either party is required to commence any proceeding or legal action to enforce or interpret any term, covenant, or condition of this License, the prevailing party in such proceeding or action shall be entitled to recover from the other party its reasonable attorney’s fees and legal expenses in addition to any other relief to which such party may be entitled.

Section 9.18 Precedence of Documents.

In the event of any conflict between the body of this License and any Exhibit or Attachment hereto, the terms and conditions of the body of this License shall control and take precedence over the terms and conditions expressed within the exhibit or attachment. Furthermore, any terms or conditions contained within any exhibit or attachment hereto which purport to modify the allocation of risk between the parties, provided for within the body of this License, shall be null and void.

Section 9.19 Non-Solicitation.

Licensee represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, to solicit or procure this License or any rights/benefits hereunder.

Section 9.20 Waiver.

A. The waiver by either party of a breach by the other of any provision of this License shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this License.

B. No provisions of this License may be waived unless in writing and signed by all parties to this License.

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Section 9.21 Consents/Approvals.

Wherever in this License the consent/approval of one party is required to an act of the other party, such consent/approval shall not be unreasonably withheld or delayed.

Section 9.22 Cumulative Remedies.

No remedy or election under this License shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

Section 9.23 Prior Agreements.

Amendments: This License and those certain Exhibits attached hereto and made a part hereof by reference herein contain all agreements of the parties with respect to any matter mentioned herein. No prior agreement or understanding pertaining to any such matter shall be effective. This License may not be amended or otherwise modified in any way whatsoever, except in writing signed by the parties. Except as otherwise stated in this License, Licensee acknowledges that neither Licensor nor Licensor's officers, employees or agents has made any oral or written warranties or representations to Licensee relative to the condition or use by Licensee of the Premises and Licensee acknowledges that Licensee assumes all responsibility regarding the Occupational Safety Health Act, the legal use and adaptability of the Premises, and the compliance thereof with all applicable laws and regulations in effect during the Term (and possible Additional Term) of this License except as otherwise specifically stated in this License.

Section 9.24 Final Agreement.

Each party acknowledges that they have read and fully understand the contents of this License. This License and any documents, instruments, and materials referenced and incorporated herein represents the entire and integrated agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements, either written or oral, entered by and between Parties. This License may be modified only by written instrument duly authorized and executed by both Licensor and Licensee.

Section 9.25 Counterparts.

This License may be executed in any number of counterparts and any party may execute any counterpart, each of which when executed and delivered will be deemed to be an original and all of which counterparts taken together will be deemed to be but one and the same instrument. The execution of this License by any party hereto will not become effective until counterparts hereof have been executed by all parties hereto.

Section 9.26 Time of Essence.

Time is of the essence with respect to this License and matters therein contained.

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Section 9.27 Review/Examination of License.

Submission of the instrument by Licensor for review/examination or signature by Licensee does not constitute a reservation of or option to license, and the instrument is not effective as a License or otherwise, unless and until execution and delivery by both Licensor and Licensee.

Section 9.28 Accord and Satisfaction.

No payment by Licensee or receipt by Licensor of a lesser amount than license fees and/or charges payment(s) due to be made by Licensee under this License shall be deemed to be other than on account of license fees and/or charges due, and no endorsement or statement on any check or in any letter accompanying any check or payment as license fees and/or charges shall be deemed an accord and satisfaction, and Licensor may accept such check or payment without prejudice to Licensor's right to recover the balance of such license fees and/or charges or to pursue any other remedy provided in this License.

Section 9.29 National Emergency and Condemnation/Eminent Domain.

A. Total Taking/Condemnation of Premises: In the event that the Government of the United States takes over the operation of the Airport, or any part thereof which shall include all of the Premises, by requisition or other unilateral action as the result of a national emergency or otherwise, the License shall terminate as of the effective date of any such taking; or, if all of the Premises shall be taken by public authority pursuant to condemnation actions(s) under the laws of eminent domain, the License shall terminate as of the date of title vesting in such proceeding.

1. Upon termination of this License as a result of either of the events hereinabove described within this Section, the Parties hereto shall be relieved of any and all obligations, one to the other, hereunder, not accrued to the date of such termination and Licensor shall promptly return, on a prorated basis, any then unearned rent theretofore paid by Licensee under this License.

2. Licensor shall not be liable to Licensee for any injury to Licensee's business or loss of income or any other injury or loss suffered by Licensee as a result of any such taking and/or termination.

B. Partial Taking/Condemnation of Premises: In the event that only a part of the Premises shall be taken as a result of any of those actions described in this Section, and if such taking and the reasons therefore shall not constitute a bar to Licensee's continued beneficial occupancy and use of that/those portion(s) of the Premises not so taken, where such taking may reasonably be deemed to not adversely affect Licensee's commercial business operations therein and thereon to a significant extent/degree, this License shall continue in full force and effect and that/those certain parcel(s) of land so taken shall be automatically deleted from the Premises licensed by Licensor to Licensee thereunder, as of the date of such taking and/or title vesting.

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C. Awards: In the event that all or part of the Premises shall be taken as a result of any of those actions described in this Section, above, the rights of the parties hereto with respect to such award(s) as shall be paid for such taking shall be as follows:

1. Licensor shall be entitled to the entire amount of any and all compensation awarded by reason of the taking of the licensed land and any and all Licensor- owned improvements then located therein or thereon and Licensee waives any right or claim to any part thereof from Licensor or the condemning authority.

2. Subject to the provisions of this Section, below, Licensee shall have the right to claim and recover from the condemning authority such compensation as may be separately awarded or recoverable by Licensee in Licensee's own right on account of:
a. Any and all cost or loss (including loss of business) which may be incurred by Licensee as a result of Licensee's having to remove Licensee's personal property (including merchandise, furniture, trade fixtures and equipment) to a new location.

D. Payments to Encumbrancers: Any compensation which would otherwise be payable to Licensee under this Section, above, shall be paid directly to any known lawful encumbrancer of the leasehold interest, to the extent of such encumbrance.

E. Notice and Execution: Upon service of process upon Licensor in connection with either any taking over of Airport by the United States Government or any condemnation or potential condemnation, Licensor shall immediately give Licensee notice thereof in writing. Licensee shall immediately execute and deliver to Licensor any and all instruments which may be required to fully effectuate any and all of the provisions of this Article if, as and when any such instruments shall be required of Licensee.

Section 9.30 Relationship of Parties.

A. Nothing contained in this License shall be deemed or construed by the Parties or by any third persons to create the relationship of principal and agent or of partnership or joint venture between Licensor and Licensee.

B. Independent Contractor: Licensee is and throughout this License shall be an independent contractor and not an employee, partner, or agent of Licensor. Neither party shall have any right to control, supervise, or direct the manner or method or choice by which the other party or its contractors shall perform its or their work or function. However, each party shall retain the right to verify that the other is performing its respective obligations in accordance with the terms hereof.

1. Neither Licensee, nor any of its officers, associates, agents, or employees shall be deemed an employee of Licensor for any purpose. Licensee shall not be entitled to nor shall it receive any benefit normally provided to employees of Licensor such as, but not limited to, vacation payment, retirement, health care or sick pay. Licensor shall not be responsible for withholding income or other

[44]
taxes from the payments made to Licensee. Licensee shall be solely responsible for filing all returns and paying any income, social security, or other tax levied upon or determined with respect to the payments made to Licensee pursuant to this License.

C. Partnership/Joint Venture: This License does not evidence a partnership or joint venture between Licensee and Licensor. Except to the extent expressly provided for in this License, (i) Licensor does not grant, convey, or delegate to Licensee any tangible or intangible property interest or express or implied agency, license, right, or authority, (ii) Licensee shall have no authority to bind Licensor absent its express written consent, (iii) either Party shall be free from obligations or liabilities under contracts entered by the other, and (iv) each Party shall bear its own costs/expenses in pursuit hereof.

Section 9.31 Conflict of Interest.

No officer or employee shall have any financial interest, direct or indirect, in any contract with Licensor or be financially interested, directly or indirectly, in the sale to the Licensor of any land, materials, supplies or services, except on behalf of the Licensor as an officer or employee. No officer or employee shall be in litigation with Licensor or any of its agents at the time this License is executed. Licensee shall complete Exhibit E “Disclosure of Conflict of Interest,” and update same if/when any responses there to change, so that Licensor may determine whether a conflict exists. Any violation of this section, with knowledge, express or implied, of the person or corporation contracting with Licensor shall render the License involved voidable by the City Manager or the City Council.

Section 9.32 Non-Discrimination.

A. Licensee, for itself, its successors in interest, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that in the event facilities are constructed, maintained, or otherwise operated on the said property describer in this License for a purpose for which a Department of Transportation (DOT) provisions of similar services or benefits, Licensee shall maintain and operate such facilities and services in compliance with all other requirements pursuant to 49 CFR Part 21. Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations may be amended.

B. Licensee, for itself, and its successors in interest, as a part of the consideration hereof, does hereby covenant and agree, as a covenant running with the land that: (i) no person on the grounds of race, color, national origin, or disability shall be excluded from participation in, denied the benefits of or be otherwise subjected to discrimination in the use of said facilities; (ii) in the construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the grounds of race, color, national origin or disability shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; and (iii) Licensee shall use the Premises in compliance with all other requirements imposed by or pursuant to 49 CFR Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations may be amended.

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Licensee ensures that it will comply with pertinent statutes, executive orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from federal assistance. This provision obligates Licensee for the period during which federal assistance is extended to the airport program, except where federal assistance is to provide, or is in the form of personal property or real property or interest therein or structures of improvements thereon. In these cases, the provision obligates Licensee for the longer of the following periods:
(i) the period during which the property is used by the sponsor for a purpose for which federal assistance is extended, or for another purpose involving the provision of similar services or benefits or; (ii) the period during which the airport sponsor retains ownership or possession of the property.

C. Licensee agrees to ensure that disadvantaged business enterprises as defined in 49 CFR Parts 23 and 26 have the maximum opportunity to participate in the performance of contracts financed in whole or in part with federal funds provided under this License.

In this regard, Licensee shall take all necessary and reasonable steps in accordance with 49 CFR Parts 23 and 26 to ensure that disadvantaged business enterprises have the maximum opportunity to compete for and perform such contracts. Licensee shall not discriminate on the basis of race, color, national origin, or sec in the award and performance of DOT-assisted contracts.

D. As a condition of this License, Licensee covenants that it will take all necessary actions to insure that, in connection with any work under this License, Licensee, its associates and subcontractors, will not discriminate the treatment or employment of any individual or groups of individuals on the grounds of race, color, religion, national origin, sex or disability unrelated to job performance, either directly, indirectly or through contractual or other arrangements. Licensee shall also comply with all applicable requirements of the Americans with Disabilities Act, 42 U.S.C.A. §12101-12213, as amended. In this regard, Licensee shall keep, retain and safeguard all records relating to this License or work performed hereunder for a minimum period of three (3) years from final License completion, with full access allowed to representatives of Licensor, upon request, for purposes of evaluating compliance with this and other provisions of this License.

E. In the event of Licensee’s breach of any of the above nondiscrimination covenants, Licensor according to the provisions of this License shall have the right to terminate this License and to re-enter and repossess the Premises thereon, and hold the same as if the License had never been made or issued.

Section 9.33 Required Accessibility Disclosure.

A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the

[46]
CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.

[Signatures on the following page]

[47]

ARTICLE XII - SIGNATURE

IN WITNESS WHEREOF, Licensor has caused this License to be executed and issued by its Director of Aviation, and Licensee, by the signature(s) of its duly authorized officer(s) hereunto below affixed, has accepted this License and acknowledged and/or agreed to all the terms, covenants, conditions, warranties, agreements, and provisions herein contained, as of the day and year first above written.

CITY OF FRESNO, CALIFORNIA
A Municipal Corporation

By:

Henry Thompson, A.A.E., IAP
Director of Aviation

Address for Notice:

City of Fresno Airports Department
4995 E. Clinton Way
Fresno, CA 93727

APPROVED AS TO FORM:

Andrew Janz
City Attorney

By:

Brandon M. Collet Date
Assistant City Attorney

ATTEST:

Todd Stermer, CMC
City Clerk
By:

Deputy

UNIFI AVIATION, LLC
A Delaware Limited Liability Company

By:

Title:
(If corporation or LLC., must be CEO/
President of Board/Vice President of
Board)

By:

Title:
(If corporation or LLC., must be
CFO/Treasurer/Secretary)

Address for Notice:

Unifi Aviation, LLC.
950 East Paces Ferry Rd, Ste. 2000
Atlanta, GA 30326

(470) 626-7391

Attachments:

Exhibit A Licensee’s Monthly Report
Exhibit B Assurances Required by the Federal Aviation Administration Exhibit C Fresno Yosemite International Airport’s Minimum Standards Exhibit D Listing of Airlines Serviced and Services Provided at FAT Exhibit E Conflict of Interest Form

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EXHIBIT A

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Airports
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dŚĞƚĞƌŵƐ͕ĐŽŶĚŝƚŝŽŶƐĂŶĚĂƐƐƵƌĂŶĐĞƐŽĨƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚƐŚĂůůƌĞŵĂŝŶŝŶĨƵůůĨŽƌĐĞĂŶĚ ĞĨĨĞĐƚƚŚƌŽƵŐŚŽƵƚƚŚĞƵƐĞĨƵůůŝĨĞŽĨƚŚĞĨĂĐŝůŝƚŝĞƐĚĞǀĞůŽƉĞĚŽƌĞƋƵŝƉŵĞŶƚĂĐƋƵŝƌĞĚĨŽƌĂŶ ĂŝƌƉŽƌƚĚĞǀĞůŽƉŵĞŶƚŽƌŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚǇƉƌŽŐƌĂŵƉƌŽũĞĐƚ͕ŽƌƚŚƌŽƵŐŚŽƵƚƚŚĞƵƐĞĨƵůůŝĨĞŽĨ ƚŚĞƉƌŽũĞĐƚ ŝƚĞŵƐŝŶƐƚĂůůĞĚǁŝƚŚŝŶĂĨĂĐŝůŝƚǇƵŶĚĞƌĂŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚǇƉƌŽŐƌĂŵƉƌŽũĞĐƚ͕ďƵƚŝŶ ĂŶǇĞǀĞŶƚŶŽƚƚŽĞǆĐĞĞĚƚǁĞŶƚǇ;ϮϬͿǇĞĂƌƐĨƌŽŵƚŚĞĚĂƚĞŽĨĂĐĐĞƉƚĂŶĐĞŽĨĂŐƌĂŶƚŽĨĨĞƌŽĨ &ĞĚĞƌĂůĨƵŶĚƐĨŽƌƚŚĞƉƌŽũĞĐƚ͘,ŽǁĞǀĞƌ͕ƚŚĞƌĞƐŚĂůůďĞŶŽůŝŵŝƚŽŶƚŚĞĚƵƌĂƚŝŽŶ ŽĨƚŚĞ ĂƐƐƵƌĂŶĐĞƐƌĞŐĂƌĚŝŶŐ
ǆĐůƵƐŝǀĞZŝŐŚƚƐĂŶĚŝƌƉŽƌƚZĞǀĞŶƵĞƐŽůŽŶŐĂƐƚŚĞĂŝƌƉŽƌƚŝƐƵƐĞĚĂƐĂŶ ĂŝƌƉŽƌƚ͘dŚĞƌĞƐŚĂůůďĞŶŽůŝŵŝƚŽŶƚŚĞĚƵƌĂƚŝŽŶŽĨƚŚĞƚĞƌŵƐ͕ĐŽŶĚŝƚŝŽŶƐ͕ĂŶĚĂƐƐƵƌĂŶĐĞƐǁŝƚŚ ƌĞƐƉĞĐƚƚŽƌĞĂůƉƌŽƉĞƌƚǇĂĐƋƵŝƌĞĚǁŝƚŚĨĞĚĞƌĂůĨƵŶĚƐ͘&ƵƌƚŚĞƌŵŽƌĞ͕ƚŚĞĚƵƌĂƚŝŽŶŽĨƚŚĞŝǀŝů ZŝŐŚƚƐĂƐƐƵƌĂŶĐĞƐŚĂůůďĞƐƉĞĐŝĨŝĞĚŝŶƚŚĞĂƐƐƵƌĂŶĐĞƐ͘
Ϯ͘ ŝƌƉŽƌƚĞǀĞůŽƉŵĞŶƚŽƌEŽŝƐĞŽŵƉĂƚŝďŝůŝƚǇWƌŽũĞĐƚƐhŶĚĞƌƚĂŬĞŶďǇĂWƌŝǀĂƚĞ^ƉŽŶƐŽƌ͘ dŚĞƉƌĞĐĞĚŝŶŐƉĂƌĂŐƌĂƉŚ;ϭͿĂůƐŽĂƉƉůŝĞƐƚŽĂƉƌŝǀĂƚĞƐƉŽŶƐŽƌĞǆĐĞƉƚƚŚĂƚƚŚĞƵƐĞĨƵůůŝĨĞŽĨ ƉƌŽũĞĐƚŝƚĞŵƐŝŶƐƚĂůůĞĚǁŝƚŚŝŶĂĨĂĐŝůŝƚǇŽƌƚŚĞƵƐĞĨƵůůŝĨĞŽĨƚŚĞĨĂĐŝůŝƚŝĞƐĚĞǀĞůŽƉĞĚŽƌĞƋƵŝƉŵĞŶƚ ĂĐƋƵŝƌĞĚƵŶĚĞƌĂŶĂŝƌƉŽƌƚĚĞǀĞůŽƉŵĞŶƚŽƌŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚǇƉƌŽŐƌĂŵƉƌŽũĞĐƚƐŚĂůůďĞŶŽůĞƐƐ ƚŚĂŶƚĞŶ;ϭϬͿǇĞĂƌƐĨƌŽŵƚŚĞĚĂƚĞŽĨĂĐĐĞƉƚĂŶĐĞŽĨ&ĞĚĞƌĂůĂŝĚĨŽƌƚŚĞƉƌŽũĞĐƚ͘ ϯ͘ ŝƌƉŽƌƚWůĂŶŶŝŶŐhŶĚĞƌƚĂŬĞŶďǇĂ^ƉŽŶƐŽƌ͘
hŶůĞƐƐŽƚŚĞƌǁŝƐĞƐƉĞĐŝĨŝĞĚŝŶƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚ͕ŽŶůǇƐƐƵƌĂŶĐĞƐϭ͕Ϯ͕ϯ͕ϱ͕ϲ͕ϭϯ͕ϭϴ͕Ϯϯ͕Ϯϱ͕ ϯϬ͕ϯϮ͕ϯϯ͕ϯϰ͕ĂŶĚϯϳŝŶ^ĞĐƚŝŽŶĂƉƉůǇƚŽƉůĂŶŶŝŶŐƉƌŽũĞĐƚƐ͘dŚĞƚĞƌŵƐ͕ĐŽŶĚŝƚŝŽŶƐ͕ĂŶĚ

EXHIBIT B

ŝƌƉŽƌƚ^ƉŽŶƐŽƌƐƐƵƌĂŶĐĞƐϱͬϮϬϮϮ WĂŐĞϮŽĨϭϵ
ĂƐƐƵƌĂŶĐĞƐŽĨƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚƐŚĂůůƌĞŵĂŝŶŝŶĨƵůůĨŽƌĐĞĂŶĚĞĨĨĞĐƚĚƵƌŝŶŐƚŚĞůŝĨĞŽĨƚŚĞ ƉƌŽũĞĐƚ͖ƚŚĞƌĞƐŚĂůůďĞŶŽůŝŵŝƚŽŶƚŚĞĚƵƌĂƚŝŽŶŽĨƚŚĞĂƐƐƵƌĂŶĐĞƐƌĞŐĂƌĚŝŶŐ ǆĐůƵƐŝǀĞZŝŐŚƚƐĂŶĚ
ŝƌƉŽƌƚZĞǀĞŶƵĞƐŽůŽŶŐĂƐƚŚĞĂŝƌƉŽƌƚŝƐƵƐĞĚĂƐĂŶĂŝƌƉŽƌƚ͘ ͘ ^ƉŽŶƐŽƌĞƌƚŝĨŝĐĂƚŝŽŶ͘
dŚĞƐƉŽŶƐŽƌŚĞƌĞďǇĂƐƐƵƌĞƐĂŶĚĐĞƌƚŝĨŝĞƐ͕ǁŝƚŚƌĞƐƉĞĐƚƚŽƚŚŝƐŐƌĂŶƚƚŚĂƚ͗ ϭ͘ 'ĞŶĞƌĂů&ĞĚĞƌĂůZĞƋƵŝƌĞŵĞŶƚƐ
/ƚǁŝůůĐŽŵƉůǇǁŝƚŚĂůůĂƉƉůŝĐĂďůĞ&ĞĚĞƌĂůůĂǁƐ͕ƌĞŐƵůĂƚŝŽŶƐ͕ĞǆĞĐƵƚŝǀĞŽƌĚĞƌƐ͕ƉŽůŝĐŝĞƐ͕ŐƵŝĚĞůŝŶĞƐ͕ĂŶĚ ƌĞƋƵŝƌĞŵĞŶƚƐĂƐƚŚĞǇƌĞůĂƚĞƚŽƚŚĞĂƉƉůŝĐĂƚŝŽŶ͕ĂĐĐĞƉƚĂŶĐĞ͕ĂŶĚƵƐĞŽĨ&ĞĚĞƌĂůĨƵŶĚƐĨŽƌƚŚŝƐ'ƌĂŶƚ ŝŶĐůƵĚŝŶŐďƵƚŶŽƚůŝŵŝƚĞĚƚŽƚŚĞĨŽůůŽǁŝŶŐ͗
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Z>>
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Ă͘ ϰϵh͘^͘͘ƐƵďƚŝƚůĞs//͕ĂƐĂŵĞŶĚĞĚ͘
ď͘ ĂǀŝƐͲĂĐŽŶĐƚ͕ĂƐĂŵĞŶĚĞĚͶϰϬh͘^͘͘ΑΑϯϭϰϭͲϯϭϰϰ͕ϯϭϰϲ͕Ă ŶĚϯϭϰϳ͕ĞƚƐĞƋ͘ϭ Đ͘ &ĞĚĞƌĂů&Ăŝƌ>ĂďŽƌ^ƚĂŶĚĂƌĚƐ ĐƚʹϮϵh͘^͘͘ΑϮϬϭ͕ĞƚƐĞƋ͘ Ě͘ ,ĂƚĐŚĐƚʹϱh͘^͘͘ΑϭϱϬϭ͕ĞƚƐĞƋ͘ Ϯ
Ğ͘ hŶŝĨŽƌŵZĞůŽĐĂƚŝŽŶƐƐŝƐƚĂŶĐĞĂŶĚZĞĂůWƌŽƉĞƌƚǇĐƋƵŝƐŝƚŝŽŶW ŽůŝĐŝĞƐĐƚŽĨϭϵϳϬ͕ϰϮh͘^͘͘ Α ϰϲϬϭ͕ĞƚƐĞƋ͘ϭ͕Ϯ
Ĩ͘ EĂƚŝŽŶĂů,ŝƐƚŽƌŝĐWƌĞƐĞƌǀĂƚŝŽŶĐƚŽĨϭϵϲϲʹ^ĞĐƚŝŽŶϭϬϲʹϱϰ h͘^͘͘ΑϯϬϲϭϬϴ͘ϭ Ő͘ ƌĐŚĞŽůŽŐŝĐĂůĂŶĚ,ŝƐƚŽƌŝĐWƌĞƐĞƌǀĂƚŝŽŶĐƚŽĨϭϵϳϰʹϱϰh͘^͘ ͘ΑϯϭϮϱϬϭ͕ĞƚƐĞƋ͘ϭ Ś͘ EĂƚŝǀĞŵĞƌŝĐĂŶƐ'ƌĂǀĞZĞƉĂƚƌŝĂƚŝŽŶĐƚʹϮϱh͘^͘͘ΑϯϬϬϭ͕Ğ ƚƐĞƋ͘ ŝ͘ ůĞĂŶŝƌĐƚ͕W͘>͘ϵϬͲϭϰϴ͕ĂƐ ĂŵĞŶĚĞĚʹϰϮh͘^͘͘ΑϳϰϬϭ͕ĞƚƐĞƋ͘ ũ͘ ŽĂƐƚĂůŽŶĞDĂŶĂŐĞŵĞŶƚĐƚ͕W͘>͘ϵϮͲϱϴϯ͕ĂƐĂŵĞŶĚĞĚʹϭϲh͘^ ͘͘Αϭϰϱϭ͕ĞƚƐĞƋ͘ Ŭ͘ &ůŽŽĚŝƐĂƐƚĞƌWƌŽƚĞĐƚŝŽŶĐƚŽĨϭϵϳϯʹ^ĞĐƚŝŽŶϭϬϮ;ĂͿͲϰϮh ͘^͘͘ΑϰϬϭϮĂ͘ϭ ů͘ ϰϵh͘^͘͘ΑϯϬϯ͕;ĨŽƌŵĞƌů ǇŬŶŽǁŶĂƐ^ĞĐƚŝŽŶϰ;ĨͿͿ͘
ŵ͘ ZĞŚĂďŝůŝƚĂƚŝŽŶĐƚŽĨϭϵϳϯʹϮϵh͘^͘͘Αϳϵϰ͘
Ŷ͘ dŝƚůĞs/ŽĨƚŚĞŝǀŝůZŝŐŚƚƐĐƚŽĨϭϵϲϰ;ϰϮh͘^͘͘ΑϮϬϬϬĚĞ ƚƐĞƋ͕͘ϳϴƐƚĂƚ͘ϮϱϮͿ;ƉƌŽŚŝďŝƚƐ ĚŝƐĐƌŝŵŝŶĂƚŝŽŶŽŶƚŚĞďĂƐŝƐŽĨƌĂĐĞ͕ĐŽůŽƌ͕ŶĂƚŝŽŶĂůŽƌŝŐŝŶͿ͘ Ž͘ ŵĞƌŝĐĂŶƐǁŝƚŚŝƐĂďŝůŝƚŝĞƐĐƚŽĨϭϵϵϬ͕ĂƐĂŵĞŶĚĞĚ͕;ϰϮh͘^͘ ͘ΑϭϮϭϬϭĞƚƐĞƋ͘Ϳ;ƉƌŽŚŝďŝƚƐ ĚŝƐĐƌŝŵŝŶĂƚŝŽŶŽŶƚŚĞďĂƐŝƐŽĨĚŝƐĂďŝůŝƚǇͿ͘
Ɖ͘ ŐĞŝƐĐƌŝŵŝŶĂƚŝŽŶĐƚŽĨϭϵϳϱʹϰϮh͘^͘͘ΑϲϭϬϭ͕ĞƚƐĞƋ͘ Ƌ͘ ŵĞƌŝĐĂŶ/ŶĚŝĂŶZĞůŝŐŝŽƵƐ&ƌĞĞĚŽŵĐƚ͕W͘>͘ϵϱͲϯϰϭ͕ĂƐĂŵĞŶĚĞ Ě͘ ƌ͘ ƌĐŚŝƚĞĐƚƵƌĂůĂƌƌŝĞƌƐĐƚŽĨϭϵϲϴ͕ĂƐĂŵĞŶĚĞĚʹϰϮh͘^͘͘Α ϰϭϱϭ͕ĞƚƐĞƋ͘ ϭ
Ɛ͘ WŽǁĞƌƉůĂŶƚĂŶĚ/ŶĚƵƐƚƌŝĂů&ƵĞůhƐĞĐƚŽĨϭϵϳϴʹ^ĞĐƚŝŽŶϰϬϯʹϰϮh͘^͘͘Αϴϯϳϯ͘ϭ ƚ͘ ŽŶƚƌĂĐƚtŽƌŬ,ŽƵƌƐĂŶĚ^ĂĨĞƚǇ^ƚĂŶĚĂƌĚƐĐƚʹϰϬh͘^͘͘Αϯϳ Ϭϭ͕ĞƚƐĞƋ͘ϭ Ƶ͘ ŽƉĞůĂŶĚŶƚŝͲŬŝĐŬďĂĐŬ Đƚʹϭϴh͘^͘͘Αϴϳϰ͘ϭ

EXHIBIT B

ŝƌƉŽƌƚ^ƉŽŶƐŽƌƐƐƵƌĂŶĐĞƐϱͬϮϬϮϮ WĂŐĞϯŽĨϭϵ
ǀ͘ EĂƚŝŽŶĂů
ŶǀŝƌŽŶŵĞŶƚĂůWŽůŝĐǇĐƚŽĨϭϵϲϵʹϰϮh͘^͘͘ΑϰϯϮϭ͕ ĞƚƐĞƋ͘ϭ ǁ͘ tŝůĚĂŶĚ^ĐĞŶŝĐZŝǀĞƌƐĐƚ͕W͘>͘ϵϬͲϱϰϮ͕ĂƐĂŵĞŶĚĞĚʹϭϲh͘^͘ ͘ΑϭϮϳϭ͕ĞƚƐĞƋ͘ ǆ͘ ^ŝŶŐůĞƵĚŝƚĐƚŽĨϭϵϴϰʹ ϯϭh͘^͘͘ΑϳϱϬϭ͕ĞƚƐĞƋ͘Ϯ Ǉ͘ ƌƵŐͲ&ƌĞĞtŽƌŬƉůĂĐĞĐƚŽĨϭϵϴϴʹϰϭh͘^͘͘ΑΑϴϭϬϭƚŚƌŽƵŐŚϴ ϭϬϱ͘ ǌ͘ dŚĞ&ĞĚĞƌĂů&ƵŶĚŝŶŐĐĐŽƵŶƚĂď ŝůŝƚǇĂŶĚdƌĂŶƐƉĂƌĞŶĐǇĐƚŽĨϮϬϬϲ͕ĂƐĂŵĞŶĚĞĚ;W͘>͘ϭϬϵͲϮϴϮ͕ĂƐ ĂŵĞŶĚĞĚďǇƐĞĐƚŝŽŶϲϮϬϮŽĨW͘>͘ϭϭϬͲϮϱϮͿ͘
ĂĂ͘ ŝǀŝůZŝŐŚƚƐZĞƐƚŽƌĂƚŝŽŶĐƚŽĨϭϵϴϳ͕W͘>͘ϭϬϬͲϮϱϵ͘ ďď͘ƵŝůĚŵĞƌŝĐĂ͕ƵǇŵĞƌŝĐĂĐƚ͕W͘>͘ϭϭϳͲϱϴ͕dŝƚůĞ/y͘

y
hd/s
KZ
Z^
Ă͘
ǆĞĐƵƚŝǀĞKƌĚĞƌϭϭϮϰϲʹ
ƋƵĂů
ŵƉůŽǇŵĞŶƚKƉƉŽƌƚƵŶŝƚǇ ϭ
ď͘
ǆĞĐƵƚŝǀĞKƌĚĞƌϭϭϵϵϬʹWƌŽƚĞĐƚŝŽŶŽĨtĞƚůĂŶĚƐ
Đ͘
ǆĞĐƵƚŝǀĞKƌĚĞƌϭϭϵϵϴʹ&ůŽŽĚWůĂŝŶDĂŶĂŐĞŵĞŶƚ
Ě͘
ǆĞĐƵƚŝǀĞKƌĚĞƌϭϮϯϳϮʹ/ŶƚĞƌŐŽǀĞƌŶŵĞŶƚĂůZĞǀŝĞǁŽĨ&ĞĚĞƌĂůW ƌŽŐƌĂŵƐ Ğ͘
ǆĞĐƵƚŝǀĞKƌĚĞƌϭϮϲϵϵʹ^ĞŝƐŵŝĐ^ĂĨĞƚǇŽĨ&ĞĚĞƌĂůĂŶĚ&ĞĚĞƌĂů ůǇƐƐŝƐƚĞĚEĞǁƵŝůĚŝŶŐ ŽŶƐƚƌƵĐƚŝŽŶ
ϭ
Ĩ͘
ǆĞĐƵƚŝǀĞKƌĚĞƌϭϮϴϵϴʹ
ŶǀŝƌŽŶŵĞŶƚĂů:ƵƐƚŝĐĞ
Ő͘
ǆĞĐƵƚŝǀĞKƌĚĞƌϭϯϭϲϲʹ/ŵƉƌŽǀŝŶŐĐĐĞƐƐƚŽ^ĞƌǀŝĐĞƐĨŽƌWĞƌƐ ŽŶƐǁŝƚŚ>ŝŵŝƚĞĚ ŶŐůŝƐŚ
WƌŽĨŝĐŝĞŶĐǇ
Ś͘
ǆĞĐƵƚŝǀĞKƌĚĞƌϭϯϵϴϱʹ
ǆĞĐƵƚŝǀĞKƌĚĞƌŽŶĚǀĂŶĐŝŶŐZĂĐŝĂů
ƋƵŝƚǇĂŶĚ^ƵƉƉŽƌƚĨŽƌ
hŶĚĞƌƐĞƌǀĞĚŽŵŵƵŶŝƚŝĞƐdŚƌŽƵŐŚƚŚĞ&ĞĚĞƌĂů'ŽǀĞƌŶŵĞŶƚ
ŝ͘
ǆĞĐƵƚŝǀĞKƌĚĞƌϭϯϵϴϴʹWƌĞǀĞŶƚŝŶŐĂŶĚŽŵďĂƚŝŶŐŝƐĐƌŝŵŝŶĂƚŝ ŽŶŽŶƚŚĞĂƐŝƐŽĨ'ĞŶĚĞƌ/ĚĞŶƚŝƚǇ Žƌ^ĞǆƵĂůKƌŝĞŶƚĂƚŝŽŶ
ũ͘
ǆĞĐƵƚŝǀĞKƌĚĞƌϭϰϬϬϱʹ
ŶƐƵƌŝŶŐƚŚĞ&ƵƚƵƌĞŝƐDĂĚĞŝŶĂůůŽĨ ŵĞƌŝĐĂďǇůůŽĨŵĞƌŝĐĂ͛Ɛ tŽƌŬĞƌƐ
Ŭ͘
ǆĞĐƵƚŝǀĞKƌĚĞƌϭϰϬϬϴʹdĂĐŬůŝŶŐƚŚĞůŝŵĂƚĞƌŝƐŝƐĂƚ,ŽŵĞĂ ŶĚďƌŽĂĚ &

Z>Z
'h>d/KE^
Ă͘ Ϯ&ZWĂƌƚϭϴϬʹKD'ƵŝĚĞůŝŶĞƐƚŽŐĞŶĐŝĞƐŽŶ'ŽǀĞƌŶŵĞŶƚǁŝĚĞ ĞďĂƌŵĞŶƚĂŶĚ^ƵƐƉĞŶƐŝŽŶ ;EŽŶƉƌŽĐƵƌĞŵĞŶƚͿ͘
ď͘ Ϯ&ZWĂƌƚϮϬϬʹhŶŝĨŽƌŵĚŵŝŶŝƐƚƌĂƚŝǀĞZĞƋƵŝƌĞŵĞŶƚƐ͕ŽƐƚWƌ ŝŶĐŝƉůĞƐ͕ĂŶĚƵĚŝƚZĞƋƵŝƌĞŵĞŶƚƐ ĨŽƌ&ĞĚĞƌĂůǁĂƌĚƐ͘ϰ͕ϱ
Đ͘ Ϯ&ZWĂƌƚϭϮϬϬʹEŽŶƉƌŽĐƵƌĞŵĞŶƚ^ƵƐƉĞŶƐŝŽŶĂŶĚĞďĂƌŵĞŶƚ͘ Ě͘ ϭϰ&ZWĂƌƚϭϯʹ/ŶǀĞƐƚŝŐĂƚŝǀĞĂŶĚ
ŶĨŽƌĐĞŵĞŶƚWƌŽĐĞĚƵƌĞƐ͘
Ğ͘ ϭϰ&ZWĂƌƚϭϲʹZƵůĞƐŽĨWƌĂĐƚŝĐĞĨŽƌ&ĞĚĞƌĂůůǇͲƐƐŝƐƚĞĚŝƌ ƉŽƌƚ ŶĨŽƌĐĞŵĞŶƚWƌŽĐĞĞĚŝŶŐƐ͘
Ĩ͘ ϭϰ&ZWĂƌƚϭϱϬʹŝƌƉŽƌƚEŽŝƐĞŽŵƉĂƚŝďŝůŝƚǇWůĂŶŶŝŶŐ͘

EXHIBIT B

ŝ ƌ Ɖ Ž ƌ ƚ ^ Ɖ Ž Ŷ Ɛ Ž ƌ Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ ϱ ͬ Ϯ Ϭ Ϯ Ϯ WĂŐĞϰŽĨϭϵ
Ő͘ Ϯϴ&ZWĂƌƚϯϱʹEŽŶĚŝƐĐƌŝŵŝŶĂƚŝŽŶŽŶƚŚĞĂƐŝƐŽĨŝƐĂďŝůŝƚǇŝŶ^ƚĂƚĞĂŶĚ>ŽĐĂů'ŽǀĞƌŶŵĞŶƚ ^ĞƌǀŝĐĞƐ͘
Ś͘ Ϯϴ&ZΑϱϬ͘ϯʹh͘^͘ĞƉĂƌƚŵĞŶƚŽĨ:ƵƐƚŝĐĞ'ƵŝĚĞůŝŶĞƐĨŽƌƚŚĞ ŶĨŽƌĐĞŵĞŶƚŽĨdŝƚůĞs/ŽĨƚŚĞŝǀŝů
ZŝŐŚƚƐĐƚŽĨϭϵϲϰ͘
ŝ͘ Ϯϵ&ZWĂƌƚϭʹWƌŽĐĞĚƵƌĞƐĨŽƌWƌĞĚĞƚĞƌŵŝŶĂƚŝŽŶŽĨtĂŐĞZĂƚĞƐ͘ϭ ũ͘ Ϯϵ&ZWĂƌƚϯʹŽŶƚƌĂĐƚŽƌƐĂŶĚ^ƵďĐŽŶƚƌĂĐƚŽƌƐŽŶWƵďůŝĐƵŝůĚŝŶŐŽƌWƵďůŝĐtŽƌŬ&ŝŶĂŶĐĞĚŝŶ tŚŽůĞŽƌŝŶWĂƌƚďǇ>ŽĂŶƐŽƌ'ƌĂŶƚƐĨƌŽŵƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐ͘ϭ Ŭ͘ Ϯϵ&ZWĂƌƚϱʹ>ĂďŽƌ^ƚĂŶĚĂƌĚƐWƌŽǀŝƐŝŽŶƐƉƉůŝĐĂďůĞƚŽŽŶƚƌĂĐƚƐŽǀĞƌŝŶŐ&ĞĚĞƌĂůůǇ&ŝŶĂŶĐĞĚ ĂŶĚƐƐŝƐƚĞĚŽŶƐƚƌƵĐƚŝŽŶ;ůƐŽ>ĂďŽƌ^ƚĂŶĚĂƌĚƐWƌŽǀŝƐŝŽŶƐƉƉůŝĐĂďůĞƚŽEŽŶĐŽŶƐƚƌƵĐƚŝŽŶ ŽŶƚƌĂĐƚƐ^ƵďũĞĐƚƚŽƚŚĞŽŶƚƌĂĐƚtŽƌŬ,ŽƵƌƐĂŶĚ^ĂĨĞƚǇ^ƚĂŶĚĂƌĚƐĐƚͿ͘ϭ ů͘ ϰϭ&ZWĂƌƚϲϬʹKĨĨŝĐĞŽĨ&ĞĚĞƌĂůŽŶƚƌĂĐƚŽŵƉůŝĂŶĐĞWƌŽŐƌĂŵƐ͕ ƋƵĂů
ŵƉůŽǇŵĞŶƚ
KƉƉŽƌƚƵŶŝƚǇ͕ĞƉĂƌƚŵĞŶƚŽĨ>ĂďŽƌ;&ĞĚĞƌĂůĂŶĚ&ĞĚĞƌĂůůǇͲĂƐƐŝƐƚĞĚĐŽŶƚƌĂĐƚŝŶŐƌĞƋƵŝƌĞŵĞŶƚƐͿ͘ϭ ŵ͘ ϰϵ&ZWĂƌƚϮϬʹEĞǁZĞƐƚƌŝĐƚŝŽŶƐŽŶ>ŽďďǇŝŶŐ͘
Ŷ͘ ϰϵ&ZWĂƌƚϮϭʹEŽŶĚŝƐĐƌŝŵŝŶĂƚŝŽŶŝŶ&ĞĚĞƌĂůůǇͲƐƐŝƐƚĞĚWƌŽŐƌĂŵƐŽĨƚŚĞĞƉĂƌƚŵĞŶƚŽĨ dƌĂŶƐƉŽƌƚĂƚŝŽŶͲ
ĨĨĞĐƚƵĂƚŝŽŶŽĨdŝƚůĞs/ŽĨƚŚĞŝǀŝůZŝŐŚƚƐĐƚŽĨϭϵϲϰ͘ Ž͘ ϰϵ&ZWĂƌƚϮϯʹWĂƌƚŝĐŝƉĂƚŝŽŶďǇŝƐĂĚǀĂŶƚĂŐĞƵƐŝŶĞƐƐ ŶƚĞƌƉƌŝƐĞŝŶŝƌƉŽƌƚŽŶĐĞƐƐŝŽŶƐ͘
Ɖ͘ ϰϵ&ZWĂƌƚϮϰʹhŶŝĨŽƌŵZĞůŽĐĂƚŝŽŶƐƐŝƐƚĂŶĐĞĂŶĚZĞĂůWƌŽƉĞƌƚǇĐƋƵŝƐŝƚŝŽŶĨŽƌ&ĞĚĞƌĂůĂŶĚ &ĞĚĞƌĂůůǇͲƐƐŝƐƚĞĚWƌŽŐƌĂŵƐ͘ϭ͕Ϯ
Ƌ͘ ϰϵ&ZWĂƌƚϮϲʹWĂƌƚŝĐŝƉĂƚŝŽŶďǇŝƐĂĚǀĂŶƚĂŐĞĚƵƐŝŶĞƐƐ ŶƚĞƌƉƌŝƐĞƐŝŶĞƉĂƌƚŵĞŶƚŽĨ
dƌĂŶƐƉŽƌƚĂƚŝŽŶ&ŝŶĂŶĐŝĂůƐƐŝƐƚĂŶĐĞWƌŽŐƌĂŵƐ͘
ƌ͘ ϰϵ&ZWĂƌƚϮϳʹEŽŶĚŝƐĐƌŝŵŝŶĂƚŝŽŶŽŶƚŚĞĂƐŝƐŽĨŝƐĂďŝůŝƚǇŝŶWƌŽŐƌĂŵƐŽƌĐƚŝǀŝƚŝĞƐZĞĐĞŝǀŝŶŐ &ĞĚĞƌĂů&ŝŶĂŶĐŝĂůƐƐŝƐƚĂŶĐĞ͘ϭ
Ɛ͘ ϰϵ&ZWĂƌƚϮϴʹ
ŶĨŽƌĐĞŵĞŶƚŽĨEŽŶĚŝƐĐƌŝŵŝŶĂƚŝŽŶŽŶƚŚĞĂƐŝƐŽĨ,ĂŶĚŝĐĂƉŝŶWƌŽŐƌĂŵƐŽƌ ĐƚŝǀŝƚŝĞƐŽŶĚƵĐƚĞĚďǇƚŚĞĞƉĂƌƚŵĞŶƚŽĨdƌĂŶƐƉŽƌƚĂƚŝŽŶ͘ ƚ͘ ϰϵ&ZWĂƌƚϯϬʹĞŶŝĂůŽĨWƵďůŝĐtŽƌŬƐŽŶƚƌĂĐƚƐƚŽ^ƵƉƉůŝĞƌƐŽĨ'ŽŽĚƐĂŶĚ^ĞƌǀŝĐĞƐŽĨ ŽƵŶƚƌŝĞƐdŚĂƚĞŶǇWƌŽĐƵƌĞŵĞŶƚDĂƌŬĞƚĐĐĞƐƐƚŽh͘^͘ŽŶƚƌĂĐƚŽƌƐ͘ Ƶ͘ ϰϵ&ZWĂƌƚϯϮʹ'ŽǀĞƌŶŵĞŶƚǁŝĚĞZĞƋƵŝƌĞŵĞŶƚƐĨŽƌƌƵŐͲ&ƌĞĞtŽƌŬƉůĂĐĞ;&ŝŶĂŶĐŝĂů ƐƐŝƐƚĂŶĐĞͿ͘
ǀ͘ ϰϵ&ZWĂƌƚϯϳʹdƌĂŶƐƉŽƌƚĂƚŝŽŶ^ĞƌǀŝĐĞƐĨŽƌ/ŶĚŝǀŝĚƵĂůƐǁŝƚŚŝƐĂďŝůŝƚŝĞƐ;Ϳ͘ ǁ͘ ϰϵ&ZWĂƌƚϯϴʹŵĞƌŝĐĂŶƐǁŝƚŚŝƐĂďŝůŝƚŝĞƐĐƚ;ͿĐĐĞƐƐŝďŝůŝƚǇ^ƉĞĐŝĨŝĐĂƚŝŽŶƐĨŽƌ dƌĂŶƐƉŽƌƚĂƚŝŽŶsĞŚŝĐůĞƐ͘
ǆ͘ ϰϵ&ZWĂƌƚϰϭʹ^ĞŝƐŵŝĐ^ĂĨĞƚǇ͘
FOOTNOTES TO ASSURANCE (C)(1)
ϭ dŚĞƐĞůĂǁƐĚŽŶŽƚĂƉƉůǇƚŽĂŝƌƉŽƌƚƉůĂŶŶŝŶŐƐƉŽŶƐŽƌƐ͘ Ϯ dŚĞƐĞůĂǁƐĚŽŶŽƚĂƉƉůǇƚŽƉƌŝǀĂƚĞƐƉŽŶƐŽƌƐ͘
ϯ Ϯ&ZWĂƌƚϮϬϬĐŽŶƚĂŝŶƐƌĞƋƵŝƌĞŵĞŶƚƐĨŽƌ^ƚĂƚĞĂŶĚ>ŽĐĂů'ŽǀĞƌ ŶŵĞŶƚƐƌĞĐĞŝǀŝŶŐ&ĞĚĞƌĂů ĂƐƐŝƐƚĂŶĐĞ͘ŶǇƌĞƋƵŝƌĞŵĞŶƚůĞǀŝĞĚƵƉŽŶ^ƚĂƚĞĂŶĚ>ŽĐĂů'ŽǀĞƌŶŵĞŶƚƐďǇƚŚŝƐƌĞŐƵůĂƚŝŽŶƐŚĂůů

EXHIBIT B

ŝ ƌ Ɖ Ž ƌ ƚ ^ Ɖ Ž Ŷ Ɛ Ž ƌ Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ ϱ ͬ Ϯ Ϭ Ϯ Ϯ WĂŐĞϱŽĨϭϵ
ĂƉƉůǇǁŚĞƌĞĂƉƉůŝĐĂďůĞƚŽƉƌŝǀĂƚĞƐƉŽŶƐŽƌƐƌĞĐĞŝǀŝŶŐ&ĞĚĞƌĂůĂƐƐŝƐƚĂŶĐĞƵŶĚĞƌdŝƚůĞϰϵ͕hŶŝƚĞĚ ^ƚĂƚĞƐŽĚĞ͘
ϰ ŽƐƚƉƌŝŶĐŝƉůĞƐĞƐƚĂďůŝƐŚĞĚŝŶϮ&ZƉĂƌƚϮϬϬƐƵďƉĂƌƚ ŵƵƐƚď ĞƵƐĞĚĂƐŐƵŝĚĞůŝŶĞƐĨŽƌ
ĚĞƚĞƌŵŝŶŝŶŐƚŚĞĞůŝŐŝďŝůŝƚǇŽĨƐƉĞĐŝĨŝĐƚǇƉĞƐŽĨĞǆƉĞŶƐĞƐ͘ ϱ ƵĚŝƚƌĞƋƵŝƌĞŵĞŶƚƐĞƐƚĂďůŝƐŚĞĚŝŶϮ&ZƉĂƌƚϮϬϬƐƵďƉĂƌƚ&ĂƌĞ ƚŚĞŐƵŝĚĞůŝŶĞƐĨŽƌĂƵĚŝƚƐ͘ ^W
/&/^^hZE
^
^ƉĞĐŝĨŝĐĂƐƐƵƌĂŶĐĞƐƌĞƋƵŝƌĞĚƚŽďĞŝŶĐůƵĚĞĚŝŶŐƌĂŶƚĂŐƌĞĞŵĞŶƚƐďǇĂŶǇŽĨƚŚĞĂďŽǀĞůĂǁƐ͕ƌĞŐƵůĂƚŝŽŶƐŽƌ ĐŝƌĐƵůĂƌƐĂƌĞŝŶĐŽƌƉŽƌĂƚĞĚďǇƌĞĨĞƌĞŶĐĞŝŶƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚ͘ Ϯ͘ ZĞƐƉŽŶƐŝďŝůŝƚǇĂŶĚƵƚŚŽƌŝƚǇŽĨƚŚĞ^ƉŽŶƐŽƌ͘
Ă͘ WƵďůŝĐŐĞŶĐǇ^ƉŽŶƐŽƌ͗
/ƚŚĂƐůĞŐĂůĂƵƚŚŽƌŝƚǇƚŽĂƉƉůǇĨŽƌƚŚŝƐ'ƌĂŶƚ͕ĂŶĚƚŽĨŝŶĂŶĐĞĂŶĚĐĂƌƌǇŽƵƚƚŚĞƉƌŽƉŽƐĞĚƉƌŽũĞĐƚ͖ ƚŚĂƚĂƌĞƐŽůƵƚŝŽŶ͕ŵŽƚŝŽŶŽƌƐŝŵŝůĂƌĂĐƚŝŽŶŚĂƐďĞĞŶĚƵůǇĂĚŽƉƚĞĚŽƌƉĂƐƐĞĚĂƐĂŶŽĨĨŝĐŝĂůĂĐƚŽĨ ƚŚĞĂƉƉůŝĐĂŶƚΖƐŐŽǀĞƌŶŝŶŐďŽĚǇĂƵƚŚŽƌŝǌŝŶŐƚŚĞĨŝůŝŶŐŽĨƚŚĞĂƉƉůŝĐĂƚŝŽŶ͕ŝŶĐůƵĚŝŶŐĂůů ƵŶĚĞƌƐƚĂŶĚŝŶŐƐĂŶĚĂƐƐƵƌĂŶĐĞƐĐŽŶƚĂŝŶĞĚƚŚĞƌĞŝŶ͕ĂŶĚĚŝƌĞĐƚŝŶŐĂŶĚĂƵƚŚŽƌŝǌŝŶŐƚŚĞƉĞƌƐŽŶ ŝĚĞŶƚŝĨŝĞĚĂƐƚŚĞŽĨĨŝĐŝĂůƌĞƉƌĞƐĞŶƚĂƚŝǀĞŽĨƚŚĞĂƉƉůŝĐĂŶƚƚŽĂĐƚŝŶĐŽŶŶĞĐƚŝŽŶǁŝƚŚƚŚĞ ĂƉƉůŝĐĂƚŝŽŶĂŶĚƚŽƉƌŽǀŝĚĞƐƵĐŚĂĚĚŝƚŝŽŶĂůŝŶĨŽƌŵĂƚŝŽŶĂƐŵĂǇďĞƌĞƋƵŝƌĞĚ͘ ď͘ WƌŝǀĂƚĞ^ƉŽŶƐŽƌ͗
/ƚŚĂƐůĞŐĂůĂƵƚŚŽƌŝƚǇƚŽĂƉƉůǇĨŽƌƚŚŝƐ'ƌĂŶƚĂŶĚƚŽĨŝŶĂŶĐĞĂŶĚĐĂƌƌǇŽƵƚƚŚĞƉƌŽƉŽƐĞĚƉƌŽũĞĐƚ ĂŶĚĐŽŵƉůǇǁŝƚŚĂůůƚĞƌŵƐ͕ĐŽŶĚŝƚŝŽŶƐ͕ĂŶĚĂƐƐƵƌĂŶĐĞƐŽĨƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚ͘/ƚƐŚĂůů ĚĞƐŝŐŶĂƚĞĂŶŽĨĨŝĐŝĂůƌĞƉƌĞƐĞŶƚĂƚŝǀĞĂŶĚƐŚĂůůŝŶǁƌŝƚŝŶŐĚŝƌĞĐƚĂŶĚĂƵƚŚŽƌŝǌĞƚŚĂƚƉĞƌƐŽŶƚŽĨŝůĞ ƚŚŝƐĂƉƉůŝĐĂƚŝŽŶ͕ŝŶĐůƵĚŝŶŐĂůůƵŶĚĞƌƐƚĂŶĚŝŶŐƐĂŶĚĂƐƐƵƌĂŶĐĞƐĐŽŶƚĂŝŶĞĚƚŚĞƌĞŝŶ͖ƚŽĂĐƚŝŶ ĐŽŶŶĞĐƚŝŽŶǁŝƚŚƚŚŝƐĂƉƉůŝĐĂƚŝŽŶ͖ĂŶĚƚŽƉƌŽǀŝĚĞƐƵĐŚĂĚĚŝƚŝŽŶĂůŝŶĨŽƌŵĂƚŝŽŶĂƐŵĂǇďĞ ƌĞƋƵŝƌĞĚ͘
ϯ͘ ^ƉŽŶƐŽƌ&ƵŶĚǀĂŝůĂďŝůŝƚǇ͘
/ƚŚĂƐƐƵĨĨŝĐŝĞŶƚĨƵŶĚƐĂǀĂŝůĂďůĞĨŽƌƚŚĂƚƉŽƌƚŝŽŶŽĨƚŚĞƉƌŽũĞĐƚĐŽƐƚƐǁŚŝĐŚĂƌĞŶŽƚƚŽďĞƉĂŝĚďǇƚŚĞ hŶŝƚĞĚ^ƚĂƚĞƐ͘/ƚŚĂƐƐƵĨĨŝĐŝĞŶƚĨƵŶĚƐĂǀĂŝůĂďůĞƚŽĂƐƐƵƌĞŽƉĞƌĂƚŝŽŶĂŶĚŵĂŝŶƚĞŶĂŶĐĞŽĨŝƚĞŵƐĨƵŶĚĞĚ ƵŶĚĞƌƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚǁŚŝĐŚŝƚǁŝůůŽǁŶŽƌĐŽŶƚƌŽů͘ ϰ͘ 'ŽŽĚdŝƚůĞ͘
Ă͘ /ƚ͕ĂƉƵďůŝĐĂŐĞŶĐǇŽƌƚŚĞ&ĞĚĞƌĂůŐŽǀĞƌŶŵĞŶƚ͕ŚŽůĚƐŐŽŽĚƚŝƚůĞ͕ƐĂƚŝƐĨĂĐƚŽƌǇƚŽƚŚĞ^ĞĐƌĞƚĂƌǇ͕ƚŽ ƚŚĞůĂŶĚŝŶŐĂƌĞĂŽĨƚŚĞĂŝƌƉŽƌƚŽƌƐŝƚĞƚŚĞƌĞŽĨ͕ŽƌǁŝůůŐŝǀĞĂƐƐƵƌĂŶĐĞƐĂƚŝƐĨĂĐƚŽƌǇƚŽƚŚĞ ^ĞĐƌĞƚĂƌǇƚŚĂƚŐŽŽĚƚŝƚůĞǁŝůůďĞĂĐƋƵŝƌĞĚ͘
ď͘ &ŽƌŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚǇƉƌŽŐƌĂŵƉƌŽũĞĐƚƐƚŽďĞĐĂƌƌŝĞĚŽƵƚŽŶƚŚĞƉƌŽƉĞƌƚǇŽĨƚŚĞƐƉŽŶƐŽƌ͕ŝƚ ŚŽůĚƐŐŽŽĚƚŝƚůĞƐĂƚŝƐĨĂĐƚŽƌǇƚŽƚŚĞ^ĞĐƌĞƚĂƌǇƚŽƚŚĂƚƉŽƌƚŝŽŶŽĨƚŚĞƉƌŽƉĞƌƚǇƵƉŽŶǁŚŝĐŚ&ĞĚĞƌĂů ĨƵŶĚƐǁŝůůďĞĞǆƉĞŶĚĞĚŽƌǁŝůůŐŝǀĞĂƐƐƵƌĂŶĐĞƚŽƚŚĞ^ĞĐƌĞƚĂƌǇƚŚĂƚŐŽŽĚƚŝƚůĞǁŝůůďĞŽďƚĂŝŶĞĚ͘ ϱ͘ WƌĞƐĞƌǀŝŶŐZŝŐŚƚƐĂŶĚWŽǁĞƌƐ͘
Ă͘ /ƚǁŝůůŶŽƚƚĂŬĞŽƌƉĞƌŵŝƚĂŶǇĂĐƚŝŽŶǁŚŝĐŚǁŽƵůĚŽƉĞƌĂƚĞƚŽĚĞƉƌŝǀĞŝƚŽĨĂŶǇŽĨƚŚĞƌŝŐŚƚƐĂŶĚ ƉŽǁĞƌƐŶĞĐĞƐƐĂƌǇƚŽƉĞƌĨŽƌŵĂŶǇŽƌĂůůŽĨƚŚĞƚĞƌŵƐ͕ĐŽŶĚŝƚŝŽŶƐ͕ĂŶĚĂƐƐƵƌĂŶĐĞƐŝŶƚŚŝƐ'ƌĂŶƚ ŐƌĞĞŵĞŶƚǁŝƚŚŽƵƚƚŚĞǁƌŝƚƚĞŶĂƉƉƌŽǀĂůŽĨƚŚĞ^ĞĐƌĞƚĂƌǇ͕ĂŶĚǁŝůůĂĐƚƉƌŽŵƉƚůǇƚŽĂĐƋƵŝƌĞ͕ ĞǆƚŝŶŐƵŝƐŚŽƌŵŽĚŝĨǇĂŶǇŽƵƚƐƚĂŶĚŝŶŐƌŝŐŚƚƐŽƌĐůĂŝŵƐŽĨƌŝŐŚƚŽĨŽƚŚĞƌƐǁŚŝĐŚǁŽƵůĚŝŶƚĞƌĨĞƌĞ

EXHIBIT B

ŝ ƌ Ɖ Ž ƌ ƚ ^ Ɖ Ž Ŷ Ɛ Ž ƌ Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ ϱ ͬ Ϯ Ϭ Ϯ Ϯ WĂŐĞϲŽĨϭϵ
ǁŝƚŚƐƵĐŚƉĞƌĨŽƌŵĂŶĐĞďǇƚŚĞƐƉŽŶƐŽƌ͘dŚŝƐƐŚĂůůďĞĚŽŶĞŝŶĂŵĂŶŶĞƌĂĐĐĞƉƚĂďůĞƚŽƚŚĞ ^ĞĐƌĞƚĂƌǇ͘
ď͘ ^ƵďũĞĐƚƚŽƚŚĞ&ĐƚŽĨϮϬϭϴ͕WƵďůŝĐ>ĂǁϭϭϱͲϮϱϰ͕^ĞĐƚŝŽŶϭϲϯ͕ŝƚǁŝůůŶŽƚƐĞůů͕ůĞĂƐĞ͕ ĞŶĐƵŵďĞƌ͕ŽƌŽƚŚĞƌǁŝƐĞƚƌĂŶƐĨĞƌŽƌĚŝƐƉŽƐĞŽĨĂŶǇƉĂƌƚŽĨŝƚƐƚŝƚůĞŽƌŽƚŚĞƌŝŶƚĞƌĞƐƚƐŝŶƚŚĞ ƉƌŽƉĞƌƚǇƐŚŽǁŶŽŶ
ǆŚŝďŝƚƚŽƚŚŝƐĂƉƉůŝĐĂƚŝŽŶŽƌ͕ĨŽƌĂŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚǇƉƌŽŐƌĂŵƉƌŽũĞĐƚ͕ ƚŚĂƚƉŽƌƚŝŽŶŽĨƚŚĞƉƌŽƉĞƌƚǇƵƉŽŶǁŚŝĐŚ&ĞĚĞƌĂůĨƵŶĚƐŚĂǀĞďĞĞŶĞǆƉĞŶĚĞĚ͕ĨŽƌƚŚĞĚƵƌĂƚŝŽŶŽĨ ƚŚĞƚĞƌŵƐ͕ĐŽŶĚŝƚŝŽŶƐ͕ĂŶĚĂƐƐƵƌĂŶĐĞƐŝŶƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚǁŝƚŚŽƵƚĂƉƉƌŽǀĂůďǇƚŚĞ ^ĞĐƌĞƚĂƌǇ͘/ĨƚŚĞƚƌĂŶƐĨĞƌĞĞŝƐĨŽƵŶĚďǇƚŚĞ^ĞĐƌĞƚĂƌǇƚŽďĞĞůŝŐŝďůĞƵŶĚĞƌdŝƚůĞϰϵ͕hŶŝƚĞĚ^ƚĂƚĞƐ ŽĚĞ͕ƚŽĂƐƐƵŵĞƚŚĞŽďůŝŐĂƚŝŽŶƐŽĨƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚĂŶĚƚŽŚĂǀĞƚŚĞƉŽǁĞƌ͕ĂƵƚŚŽƌŝƚǇ͕ĂŶĚ ĨŝŶĂŶĐŝĂůƌĞƐŽƵƌĐĞƐƚŽĐĂƌƌǇŽƵƚĂůůƐƵĐŚŽďůŝŐĂƚŝŽŶƐ͕ƚŚĞƐƉŽŶƐŽƌƐŚĂůůŝŶƐĞƌƚŝŶƚŚĞĐŽŶƚƌĂĐƚŽƌ ĚŽĐƵŵĞŶƚƚƌĂŶƐĨĞƌƌŝŶŐŽƌĚŝƐƉŽƐŝŶŐŽĨƚŚĞƐƉŽŶƐŽƌΖƐŝŶƚĞƌĞƐƚ͕ĂŶĚŵĂŬĞďŝŶĚŝŶŐƵƉŽŶƚŚĞ ƚƌĂŶƐĨĞƌĞĞĂůůŽĨƚŚĞƚĞƌŵƐ͕ĐŽŶĚŝƚŝŽŶƐ͕ĂŶĚĂƐƐƵƌĂŶĐĞƐĐŽŶƚĂŝŶĞĚŝŶƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚ͘ Đ͘ &ŽƌĂůůŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚǇƉƌŽŐƌĂŵƉƌŽũĞĐƚƐǁŚŝĐŚĂƌĞƚŽďĞĐĂƌƌŝĞĚŽƵƚďǇĂŶŽƚŚĞƌƵŶŝƚŽĨůŽĐĂů ŐŽǀĞƌŶŵĞŶƚŽƌĂƌĞŽŶƉƌŽƉĞƌƚǇŽǁŶĞĚďǇĂƵŶŝƚŽĨůŽĐĂůŐŽǀĞƌŶŵĞŶƚŽƚŚĞƌƚŚĂŶƚŚĞƐƉŽŶƐŽƌ͕ŝƚ ǁŝůůĞŶƚĞƌŝŶƚŽĂŶĂŐƌĞĞŵĞŶƚǁŝƚŚƚŚĂƚŐŽǀĞƌŶŵĞŶƚ͘
ǆĐĞƉƚĂƐŽƚŚĞƌǁŝƐĞƐƉĞĐŝĨŝĞĚďǇƚŚĞ
^ĞĐƌĞƚĂƌǇ͕ƚŚĂƚĂŐƌĞĞŵĞŶƚƐŚĂůůŽďůŝŐĂƚĞƚŚĂƚŐŽǀĞƌŶŵĞŶƚƚŽƚŚĞƐĂŵĞƚĞƌŵƐ͕ĐŽŶĚŝƚŝŽŶƐ͕ĂŶĚ ĂƐƐƵƌĂŶĐĞƐƚŚĂƚǁŽƵůĚďĞĂƉƉůŝĐĂďůĞƚŽŝƚŝĨŝƚĂƉƉůŝĞĚĚŝƌĞĐƚůǇƚŽƚŚĞ&ĨŽƌĂŐƌĂŶƚƚŽ ƵŶĚĞƌƚĂŬĞƚŚĞŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚǇƉƌŽŐƌĂŵƉƌŽũĞĐƚ͘dŚĂƚĂŐƌĞĞŵĞŶƚĂŶĚĐŚĂŶŐĞƐƚŚĞƌĞƚŽŵƵƐƚ ďĞƐĂƚŝƐĨĂĐƚŽƌǇƚŽƚŚĞ^ĞĐƌĞƚĂƌǇ͘/ƚǁŝůůƚĂŬĞƐƚĞƉƐƚŽĞŶĨŽƌĐĞƚŚŝƐĂŐƌĞĞŵĞŶƚĂŐĂŝŶƐƚƚŚĞůŽĐĂů ŐŽǀĞƌŶŵĞŶƚŝĨƚŚĞƌĞŝƐƐƵďƐƚĂŶƚŝĂůŶŽŶͲĐŽŵƉůŝĂŶĐĞǁŝƚŚƚŚĞƚĞƌŵƐŽĨƚŚĞĂŐƌĞĞŵĞŶƚ͘ Ě͘ &ŽƌŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚǇƉƌŽŐƌĂŵƉƌŽũĞĐƚƐƚŽďĞĐĂƌƌŝĞĚŽƵƚŽŶƉƌŝǀĂƚĞůǇŽǁŶĞĚƉƌŽƉĞƌƚǇ͕ŝƚǁŝůů ĞŶƚĞƌŝŶƚŽĂŶĂŐƌĞĞŵĞŶƚǁŝƚŚƚŚĞŽǁŶĞƌŽĨƚŚĂƚƉƌŽƉĞƌƚǇǁŚŝĐŚŝŶĐůƵĚĞƐƉƌŽǀŝƐŝŽŶƐƐƉĞĐŝĨŝĞĚďǇ ƚŚĞ^ĞĐƌĞƚĂƌǇ͘/ƚǁŝůůƚĂŬĞƐƚĞƉƐƚŽĞŶĨŽƌĐĞƚŚŝƐĂŐƌĞĞŵĞŶƚĂŐĂŝŶƐƚƚŚĞƉƌŽƉĞƌƚǇŽǁŶĞƌ ǁŚĞŶĞǀĞƌƚŚĞƌĞŝƐƐƵďƐƚĂŶƚŝĂůŶŽŶͲĐŽŵƉůŝĂŶĐĞǁŝƚŚƚŚĞƚĞƌŵƐŽĨƚŚĞĂŐƌĞĞŵĞŶƚ͘ Ğ͘ /ĨƚŚĞƐƉŽŶƐŽƌŝƐĂƉƌŝǀĂƚĞƐƉŽŶƐŽƌ͕ŝƚǁŝůůƚĂŬĞƐƚĞƉƐƐĂƚŝƐĨĂĐƚŽƌǇƚŽƚŚĞ^ĞĐƌĞƚĂƌǇƚŽĞŶƐƵƌĞƚŚĂƚ ƚŚĞĂŝƌƉŽƌƚǁŝůůĐŽŶƚŝŶƵĞƚŽĨƵŶĐƚŝŽŶĂƐĂƉƵďůŝĐͲƵƐĞĂŝƌƉŽƌƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƐĞĂƐƐƵƌĂŶĐĞƐ ĨŽƌƚŚĞĚƵƌĂƚŝŽŶŽĨƚŚĞƐĞĂƐƐƵƌĂŶĐĞƐ͘
Ĩ͘ /ĨĂŶĂƌƌĂŶŐĞŵĞŶƚŝƐŵĂĚĞĨŽƌŵĂŶĂŐĞŵĞŶƚĂŶĚŽƉĞƌĂƚŝŽŶŽĨƚŚĞĂŝƌƉŽƌƚďǇĂŶǇĂŐĞŶĐǇŽƌ ƉĞƌƐŽŶŽƚŚĞƌƚŚĂŶƚŚĞƐƉŽŶƐŽƌŽƌĂŶĞŵƉůŽǇĞĞŽĨƚŚĞƐƉŽŶƐŽƌ͕ƚŚĞƐƉŽŶƐŽƌǁŝůůƌĞƐĞƌǀĞ ƐƵĨĨŝĐŝĞŶƚƌŝŐŚƚƐĂŶĚĂƵƚŚŽƌŝƚǇƚŽĞŶƐƵƌĞƚŚĂƚƚŚĞĂŝƌƉŽƌƚǁŝůůďĞŽƉĞƌĂƚĞĚĂŶĚŵĂŝŶƚĂŝŶĞĚŝŶ ĂĐĐŽƌĚĂŶĐĞǁŝƚŚdŝƚůĞϰϵ͕hŶŝƚĞĚ^ƚĂƚĞƐŽĚĞ͕ƚŚĞƌĞŐƵůĂƚŝŽŶƐĂŶĚƚŚĞƚĞƌŵƐ͕ĐŽŶĚŝƚŝŽŶƐĂŶĚ ĂƐƐƵƌĂŶĐĞƐŝŶƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚĂŶĚƐŚĂůůĞŶƐƵƌĞƚŚĂƚƐƵĐŚĂƌƌĂŶŐĞŵĞŶƚĂůƐŽƌĞƋƵŝƌĞƐ ĐŽŵƉůŝĂŶĐĞƚŚĞƌĞǁŝƚŚ͘
Ő͘ ^ƉŽŶƐŽƌƐŽĨĐŽŵŵĞƌĐŝĂůƐĞƌǀŝĐĞĂŝƌƉŽƌƚƐǁŝůůŶŽƚƉĞƌŵŝƚŽƌĞŶƚĞƌŝŶƚŽĂŶǇĂƌƌĂŶŐĞŵĞŶƚƚŚĂƚ ƌĞƐƵůƚƐŝŶƉĞƌŵŝƐƐŝŽŶĨŽƌƚŚĞŽǁŶĞƌŽƌƚĞŶĂŶƚŽĨĂƉƌŽƉĞƌƚǇƵƐĞĚĂƐĂƌĞƐŝĚĞŶĐĞ͕ŽƌǌŽŶĞĚĨŽƌ ƌĞƐŝĚĞŶƚŝĂůƵƐĞ͕ƚŽƚĂǆŝĂŶĂŝƌĐƌĂĨƚďĞƚǁĞĞŶƚŚĂƚƉƌŽƉĞƌƚǇĂŶĚĂŶǇůŽĐĂƚŝŽŶŽŶĂŝƌƉŽƌƚ͘^ƉŽŶƐŽƌƐ ŽĨŐĞŶĞƌĂůĂǀŝĂƚŝŽŶĂŝƌƉŽƌƚƐĞŶƚĞƌŝŶŐŝŶƚŽĂŶǇĂƌƌĂŶŐĞŵĞŶƚƚŚĂƚƌĞƐƵůƚƐŝŶƉĞƌŵŝƐƐŝŽŶĨŽƌƚŚĞ ŽǁŶĞƌŽĨƌĞƐŝĚĞŶƚŝĂůƌĞĂůƉƌŽƉĞƌƚǇĂĚũĂĐĞŶƚƚŽŽƌŶĞĂƌƚŚĞĂŝƌƉŽƌƚŵƵƐƚĐŽŵƉůǇǁŝƚŚƚŚĞ ƌĞƋƵŝƌĞŵĞŶƚƐŽĨ^ĞĐ͘ϭϯϲŽĨWƵďůŝĐ>ĂǁϭϭϮͲϵϱĂŶĚƚŚĞƐƉŽŶƐŽƌĂƐƐƵƌĂŶĐĞƐ͘ ϲ͘ ŽŶƐŝƐƚĞŶĐǇǁŝƚŚ>ŽĐĂůWůĂŶƐ͘
dŚĞƉƌŽũĞĐƚŝƐƌĞĂƐŽŶĂďůǇĐŽŶƐŝƐƚĞŶƚǁŝƚŚƉůĂŶƐ;ĞǆŝƐƚŝŶŐĂƚƚŚĞƚŝŵĞŽĨƐƵďŵŝƐƐŝŽŶŽĨƚŚŝƐ ĂƉƉůŝĐĂƚŝŽŶͿŽĨƉƵďůŝĐĂŐĞŶĐŝĞƐƚŚĂƚĂƌĞĂƵƚŚŽƌŝǌĞĚďǇƚŚĞ^ƚĂƚĞŝŶǁŚŝĐŚƚŚĞƉƌŽũĞĐƚŝƐůŽĐĂƚĞĚƚŽ ƉůĂŶĨŽƌƚŚĞĚĞǀĞůŽƉŵĞŶƚŽĨƚŚĞĂƌĞĂƐƵƌƌŽƵŶĚŝŶŐƚŚĞĂŝƌƉŽƌƚ͘

EXHIBIT B

ŝ ƌ Ɖ Ž ƌ ƚ ^ Ɖ Ž Ŷ Ɛ Ž ƌ Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ ϱ ͬ Ϯ Ϭ Ϯ Ϯ WĂŐĞϳŽĨϭϵ
ϳ͘ ŽŶƐŝĚĞƌĂƚŝŽŶŽĨ>ŽĐĂů/ŶƚĞƌĞƐƚ͘
/ƚŚĂƐŐŝǀĞŶĨĂŝƌĐŽŶƐŝĚĞƌĂƚŝŽŶƚŽƚŚĞŝŶƚĞƌĞƐƚŽĨĐŽŵŵƵŶŝƚŝĞƐŝŶŽƌŶĞĂƌǁŚĞƌĞƚŚĞƉƌŽũĞĐƚŵĂǇďĞ ůŽĐĂƚĞĚ͘
ϴ͘ ŽŶƐƵůƚĂƚŝŽŶǁŝƚŚhƐĞƌƐ͘
/ŶŵĂŬŝŶŐĂĚĞĐŝƐŝŽŶƚŽƵŶĚĞƌƚĂŬĞĂŶǇĂŝƌƉŽƌƚĚĞǀĞůŽƉŵĞŶƚƉƌŽũĞĐƚƵŶĚĞƌdŝƚůĞϰϵ͕hŶŝƚĞĚ^ƚĂƚĞƐ ŽĚĞ͕ŝƚŚĂƐƵŶĚĞƌƚĂŬĞŶƌĞĂƐŽŶĂďůĞĐŽŶƐƵůƚĂƚŝŽŶƐǁŝƚŚĂĨĨĞĐƚĞĚƉĂƌƚŝĞƐƵƐŝŶŐƚŚĞĂŝƌƉŽƌƚĂƚǁŚŝĐŚ ƉƌŽũĞĐƚŝƐƉƌŽƉŽƐĞĚ͘
ϵ͘ WƵďůŝĐ,ĞĂƌŝŶŐƐ͘
/ŶƉƌŽũĞĐƚƐŝŶǀŽůǀŝŶŐƚŚĞůŽĐĂƚŝŽŶŽĨĂŶĂŝƌƉŽƌƚ͕ĂŶĂŝƌƉŽƌƚƌƵŶǁĂǇ͕ŽƌĂŵĂũŽƌƌƵŶǁĂǇĞǆƚĞŶƐŝŽŶ͕ŝƚ ŚĂƐĂĨĨŽƌĚĞĚƚŚĞŽƉƉŽƌƚƵŶŝƚǇĨŽƌƉƵďůŝĐŚĞĂƌŝŶŐƐĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨĐŽŶƐŝĚĞƌŝŶŐƚŚĞĞĐŽŶŽŵŝĐ͕ ƐŽĐŝĂů͕ĂŶĚĞŶǀŝƌŽŶŵĞŶƚĂůĞĨĨĞĐƚƐŽĨƚŚĞĂŝƌƉŽƌƚŽƌƌƵŶǁĂǇůŽĐĂƚŝŽŶĂŶĚŝƚƐĐŽŶƐŝƐƚĞŶĐǇǁŝƚŚŐŽĂůƐ ĂŶĚŽďũĞĐƚŝǀĞƐŽĨƐƵĐŚƉůĂŶŶŝŶŐĂƐŚĂƐďĞĞŶĐĂƌƌŝĞĚŽƵƚďǇƚŚĞĐŽŵŵƵŶŝƚǇĂŶĚŝƚƐŚĂůů͕ǁŚĞŶ ƌĞƋƵĞƐƚĞĚďǇƚŚĞ^ĞĐƌĞƚĂƌǇ͕ƐƵďŵŝƚĂĐŽƉǇŽĨƚŚĞƚƌĂŶƐĐƌŝƉƚŽĨƐƵĐŚŚĞĂƌŝŶŐƐƚŽƚŚĞ^ĞĐƌĞƚĂƌǇ͘ &ƵƌƚŚĞƌ͕ĨŽƌƐƵĐŚƉƌŽũĞĐƚƐ͕ŝƚŚĂƐŽŶŝƚƐŵĂŶĂŐĞŵĞŶƚďŽĂƌĚĞŝƚŚĞƌǀŽƚŝŶŐƌĞƉƌĞƐĞŶƚĂƚŝŽŶĨƌŽŵƚŚĞ ĐŽŵŵƵŶŝƚŝĞƐǁŚĞƌĞƚŚĞƉƌŽũĞĐƚŝƐůŽĐĂƚĞĚŽƌŚĂƐĂĚǀŝƐĞĚƚŚĞĐŽŵŵƵŶŝƚŝĞƐƚŚĂƚƚŚĞǇŚĂǀĞƚŚĞƌŝŐŚƚ ƚŽƉĞƚŝƚŝŽŶƚŚĞ^ĞĐƌĞƚĂƌǇĐŽŶĐĞƌŶŝŶŐĂƉƌŽƉŽƐĞĚƉƌŽũĞĐƚ͘ ϭϬ͘ DĞƚƌŽƉŽůŝƚĂŶWůĂŶŶŝŶŐKƌŐĂŶŝǌĂƚŝŽŶ͘
/ŶƉƌŽũĞĐƚƐŝŶǀŽůǀŝŶŐƚŚĞůŽĐĂƚŝŽŶŽĨĂŶĂŝƌƉŽƌƚ͕ĂŶĂŝƌƉŽƌƚƌƵŶǁĂǇ͕ŽƌĂŵĂũŽƌƌƵŶǁĂǇĞǆƚĞŶƐŝŽŶĂƚĂ ŵĞĚŝƵŵŽƌůĂƌŐĞŚƵďĂŝƌƉŽƌƚ͕ƚŚĞƐƉŽŶƐŽƌŚĂƐŵĂĚĞĂǀĂŝůĂďůĞƚŽĂŶĚŚĂƐƉƌŽǀŝĚĞĚƵƉŽŶƌĞƋƵĞƐƚƚŽ ƚŚĞŵĞƚƌŽƉŽůŝƚĂŶƉůĂŶŶŝŶŐŽƌŐĂŶŝǌĂƚŝŽŶŝŶƚŚĞĂƌĞĂŝŶǁŚŝĐŚƚŚĞĂŝƌƉŽƌƚŝƐůŽĐĂƚĞĚ͕ŝĨĂŶǇ͕ĂĐŽƉǇŽĨ ƚŚĞƉƌŽƉŽƐĞĚĂŵĞŶĚŵĞŶƚƚŽƚŚĞĂŝƌƉŽƌƚůĂǇŽƵƚƉůĂŶƚŽĚĞƉŝĐƚƚŚĞƉƌŽũĞĐƚĂŶĚĂĐŽƉǇŽĨĂŶǇĂŝƌƉŽƌƚ ŵĂƐƚĞƌƉůĂŶŝŶǁŚŝĐŚƚŚĞƉƌŽũĞĐƚŝƐĚĞƐĐƌŝďĞĚŽƌĚĞƉŝĐƚĞĚ͘ ϭϭ͘ WĂǀĞŵĞŶƚWƌĞǀĞŶƚŝǀĞDĂŝŶƚĞŶĂŶĐĞͲDĂŶĂŐĞŵĞŶƚ͘
tŝƚŚƌĞƐƉĞĐƚƚŽĂƉƌŽũĞĐƚĂƉƉƌŽǀĞĚĂĨƚĞƌ:ĂŶƵĂƌǇϭ͕ϭϵϵϱ͕ĨŽƌƚŚĞƌĞƉůĂĐĞŵĞŶƚŽƌƌĞĐŽŶƐƚƌƵĐƚŝŽŶŽĨ ƉĂǀĞŵĞŶƚĂƚƚŚĞĂŝƌƉŽƌƚ͕ŝƚĂƐƐƵƌĞƐŽƌĐĞƌƚŝĨŝĞƐƚŚĂƚŝƚŚĂƐŝŵƉůĞŵĞŶƚĞĚĂŶĞĨĨĞĐƚŝǀĞĂŝƌƉŽƌƚ ƉĂǀĞŵĞŶƚŵĂŝŶƚĞŶĂŶĐĞͲŵĂŶĂŐĞŵĞŶƚƉƌŽŐƌĂŵĂŶĚŝƚĂƐƐƵƌĞƐƚŚĂƚŝƚǁŝůůƵƐĞƐƵĐŚƉƌŽŐƌĂŵĨŽƌƚŚĞ ƵƐĞĨƵůůŝĨĞŽĨĂŶǇƉĂǀĞŵĞŶƚĐŽŶƐƚƌƵĐƚĞĚ͕ƌĞĐŽŶƐƚƌƵĐƚĞĚŽƌƌĞƉĂŝƌĞĚǁŝƚŚ&ĞĚĞƌĂůĨŝŶĂŶĐŝĂůĂƐƐŝƐƚĂŶĐĞ ĂƚƚŚĞĂŝƌƉŽƌƚ͘/ƚǁŝůůƉƌŽǀŝĚĞƐƵĐŚƌĞƉŽƌƚƐŽŶƉĂǀĞŵĞŶƚĐŽŶĚŝƚŝŽŶĂŶĚƉĂǀĞŵĞŶƚŵĂŶĂŐĞŵĞŶƚ ƉƌŽŐƌĂŵƐĂƐƚŚĞ^ĞĐƌĞƚĂƌǇĚĞƚĞƌŵŝŶĞƐŵĂǇďĞƵƐĞĨƵů͘
ϭϮ͘ dĞƌŵŝŶĂůĞǀĞůŽƉŵĞŶƚWƌĞƌĞƋƵŝƐŝƚĞƐ͘
&ŽƌƉƌŽũĞĐƚƐǁŚŝĐŚŝŶĐůƵĚĞƚĞƌŵŝŶĂůĚĞǀĞůŽƉŵĞŶƚĂƚĂƉƵďůŝĐƵƐĞĂŝƌƉŽƌƚ͕ĂƐĚĞĨŝŶĞĚŝŶdŝƚůĞϰϵ͕ŝƚ ŚĂƐ͕ŽŶƚŚĞĚĂƚĞŽĨƐƵďŵŝƚƚĂůŽĨƚŚĞƉƌŽũĞĐƚŐƌĂŶƚĂƉƉůŝĐĂƚŝŽŶ͕ĂůůƚŚĞƐĂĨĞƚǇĞƋƵŝƉŵĞŶƚƌĞƋƵŝƌĞĚĨŽƌ ĐĞƌƚŝĨŝĐĂƚŝŽŶŽĨƐƵĐŚĂŝƌƉŽƌƚƵŶĚĞƌϰϵh͘^͘͘ΑϰϰϳϬϲ͕ĂŶĚĂůůƚŚĞƐĞĐƵƌŝƚǇĞƋƵŝƉŵĞŶƚƌĞƋƵŝƌĞĚďǇƌƵůĞ ŽƌƌĞŐƵůĂƚŝŽŶ͕ĂŶĚŚĂƐƉƌŽǀŝĚĞĚĨŽƌĂĐĐĞƐƐƚŽƚŚĞƉĂƐƐĞŶŐĞƌĞŶƉůĂŶŝŶŐĂŶĚĚĞƉůĂŶŝŶŐĂƌĞĂŽĨƐƵĐŚ ĂŝƌƉŽƌƚƚŽƉĂƐƐĞŶŐĞƌƐĞŶƉůĂŶŝŶŐĂŶĚĚĞƉůĂŶŝŶŐĨƌŽŵĂŝƌĐƌĂĨƚŽƚŚĞƌƚŚĂŶĂŝƌĐĂƌƌŝĞƌĂŝƌĐƌĂĨƚ͘ ϭϯ͘ ĐĐŽƵŶƚŝŶŐ^ǇƐƚĞŵ͕ƵĚŝƚ͕ĂŶĚZĞĐŽƌĚ<ĞĞƉŝŶŐZĞƋƵŝƌĞŵĞŶƚƐ͘ Ă͘ /ƚƐŚĂůůŬĞĞƉĂůůƉƌŽũĞĐƚĂĐĐŽƵŶƚƐĂŶĚƌĞĐŽƌĚƐǁŚŝĐŚĨƵůůǇĚŝƐĐůŽƐĞƚŚĞĂŵŽƵŶƚĂŶĚĚŝƐƉŽƐŝƚŝŽŶďǇ ƚŚĞƌĞĐŝƉŝĞŶƚŽĨƚŚĞƉƌŽĐĞĞĚƐŽĨƚŚŝƐ'ƌĂŶƚ͕ƚŚĞƚŽƚĂůĐŽƐƚŽĨƚŚĞƉƌŽũĞĐƚŝŶĐŽŶŶĞĐƚŝŽŶǁŝƚŚ ǁŚŝĐŚƚŚŝƐ'ƌĂŶƚŝƐŐŝǀĞŶŽƌƵƐĞĚ͕ĂŶĚƚŚĞĂŵŽƵŶƚŽƌŶĂƚƵƌĞŽĨƚŚĂƚƉŽƌƚŝŽŶŽĨƚŚĞĐŽƐƚŽĨƚŚĞ ƉƌŽũĞĐƚƐƵƉƉůŝĞĚďǇŽƚŚĞƌƐŽƵƌĐĞƐ͕ĂŶĚƐƵĐŚŽƚŚĞƌĨŝŶĂŶĐŝĂůƌĞĐŽƌĚƐƉĞƌƚŝŶĞŶƚƚŽƚŚĞƉƌŽũĞĐƚ͘dŚĞ

EXHIBIT B

ŝ ƌ Ɖ Ž ƌ ƚ ^ Ɖ Ž Ŷ Ɛ Ž ƌ Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ ϱ ͬ Ϯ Ϭ Ϯ Ϯ WĂŐĞϴŽĨϭϵ
ĂĐĐŽƵŶƚƐĂŶĚƌĞĐŽƌĚƐƐŚĂůůďĞŬĞƉƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚĂŶĂĐĐŽƵŶƚŝŶŐƐǇƐƚĞŵƚŚĂƚǁŝůůĨĂĐŝůŝƚĂƚĞ ĂŶĞĨĨĞĐƚŝǀĞĂƵĚŝƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞ^ŝŶŐůĞƵĚŝƚĐƚŽĨϭϵϴϰ͘ ď͘ /ƚƐŚĂůůŵĂŬĞĂǀĂŝůĂďůĞƚŽƚŚĞ^ĞĐƌĞƚĂƌǇĂŶĚƚŚĞŽŵƉƚƌŽůůĞƌ'ĞŶĞƌĂůŽĨƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐ͕Žƌ ĂŶǇŽĨƚŚĞŝƌĚƵůǇĂƵƚŚŽƌŝǌĞĚƌĞƉƌĞƐĞŶƚĂƚŝǀĞƐ͕ĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨĂƵĚŝƚĂŶĚĞǆĂŵŝŶĂƚŝŽŶ͕ĂŶǇ ďŽŽŬƐ͕ĚŽĐƵŵĞŶƚƐ͕ƉĂƉĞƌƐ͕ĂŶĚƌĞĐŽƌĚƐŽĨƚŚĞƌĞĐŝƉŝĞŶƚƚŚĂƚĂƌĞƉĞƌƚŝŶĞŶƚƚŽƚŚŝƐ'ƌĂŶƚ͘dŚĞ ^ĞĐƌĞƚĂƌǇŵĂǇƌĞƋƵŝƌĞƚŚĂƚĂŶĂƉƉƌŽƉƌŝĂƚĞĂƵĚŝƚďĞĐŽŶĚƵĐƚĞĚďǇĂƌĞĐŝƉŝĞŶƚ͘/ŶĂŶǇĐĂƐĞŝŶ ǁŚŝĐŚĂŶŝŶĚĞƉĞŶĚĞŶƚĂƵĚŝƚŝƐŵĂĚĞŽĨƚŚĞĂĐĐŽƵŶƚƐŽĨĂƐƉŽŶƐŽƌƌĞůĂƚŝŶŐƚŽƚŚĞĚŝƐƉŽƐŝƚŝŽŶŽĨ ƚŚĞƉƌŽĐĞĞĚƐŽĨĂŐƌĂŶƚŽƌƌĞůĂƚŝŶŐƚŽƚŚĞƉƌŽũĞĐƚŝŶĐŽŶŶĞĐƚŝŽŶǁŝƚŚǁŚŝĐŚƚŚŝƐ'ƌĂŶƚǁĂƐŐŝǀĞŶ ŽƌƵƐĞĚ͕ŝƚƐŚĂůůĨŝůĞĂĐĞƌƚŝĨŝĞĚĐŽƉǇŽĨƐƵĐŚĂƵĚŝƚǁŝƚŚƚŚĞŽŵƉƚƌŽůůĞƌ'ĞŶĞƌĂůŽĨƚŚĞhŶŝƚĞĚ ^ƚĂƚĞƐŶŽƚůĂƚĞƌƚŚĂŶƐŝǆ;ϲͿŵŽŶƚŚƐĨŽůůŽǁŝŶŐƚŚĞĐůŽƐĞŽĨƚŚĞĨŝƐĐĂůǇĞĂƌĨŽƌǁŚŝĐŚƚŚĞĂƵĚŝƚǁĂƐ ŵĂĚĞ͘
ϭϰ͘ DŝŶŝŵƵŵtĂŐĞZĂƚĞƐ͘
/ƚƐŚĂůůŝŶĐůƵĚĞ͕ŝŶĂůůĐŽŶƚƌĂĐƚƐŝŶĞǆĐĞƐƐŽĨΨϮ͕ϬϬϬĨŽƌǁŽƌŬŽŶĂŶǇƉƌŽũĞĐƚƐĨƵŶĚĞĚƵŶĚĞƌƚŚŝƐ'ƌĂŶƚ ŐƌĞĞŵĞŶƚǁŚŝĐŚŝŶǀŽůǀĞůĂďŽƌ͕ƉƌŽǀŝƐŝŽŶƐĞƐƚĂďůŝƐŚŝŶŐŵŝŶŝŵƵŵƌĂƚĞƐŽĨǁĂŐĞƐ͕ƚŽďĞ ƉƌĞĚĞƚĞƌŵŝŶĞĚďǇƚŚĞ^ĞĐƌĞƚĂƌǇŽĨ>ĂďŽƌƵŶĚĞƌϰϬh͘^͘͘ΑΑϯϭϰϭͲϯϭϰϰ͕ϯϭϰϲ͕ĂŶĚϯϭϰϳ͕WƵďůŝĐ ƵŝůĚŝŶŐ͕WƌŽƉĞƌƚǇ͕ĂŶĚtŽƌŬƐͿ͕ǁŚŝĐŚĐŽŶƚƌĂĐƚŽƌƐƐŚĂůůƉĂǇƚŽƐŬŝůůĞĚĂŶĚƵŶƐŬŝůůĞĚůĂďŽƌ͕ĂŶĚƐƵĐŚ ŵŝŶŝŵƵŵƌĂƚĞƐƐŚĂůůďĞƐƚĂƚĞĚŝŶƚŚĞŝŶǀŝƚĂƚŝŽŶĨŽƌďŝĚƐĂŶĚƐŚĂůůďĞŝŶĐůƵĚĞĚŝŶƉƌŽƉŽƐĂůƐŽƌďŝĚƐĨŽƌ ƚŚĞǁŽƌŬ͘
ϭϱ͘ sĞƚĞƌĂŶΖƐWƌĞĨĞƌĞŶĐĞ͘
/ƚƐŚĂůůŝŶĐůƵĚĞŝŶĂůůĐŽŶƚƌĂĐƚƐĨŽƌǁŽƌŬŽŶĂŶǇƉƌŽũĞĐƚĨƵŶĚĞĚƵŶĚĞƌƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚǁŚŝĐŚ ŝŶǀŽůǀĞůĂďŽƌ͕ƐƵĐŚƉƌŽǀŝƐŝŽŶƐĂƐĂƌĞŶĞĐĞƐƐĂƌǇƚŽŝŶƐƵƌĞƚŚĂƚ͕ŝŶƚŚĞĞŵƉůŽǇŵĞŶƚŽĨůĂďŽƌ;ĞǆĐĞƉƚŝŶ ĞǆĞĐƵƚŝǀĞ͕ĂĚŵŝŶŝƐƚƌĂƚŝǀĞ͕ĂŶĚƐƵƉĞƌǀŝƐŽƌǇƉŽƐŝƚŝŽŶƐͿ͕ƉƌĞĨĞƌĞŶĐĞƐŚĂůůďĞŐŝǀĞŶƚŽsŝĞƚŶĂŵĞƌĂ ǀĞƚĞƌĂŶƐ͕WĞƌƐŝĂŶ'ƵůĨǀĞƚĞƌĂŶƐ͕ĨŐŚĂŶŝƐƚĂŶͲ/ƌĂƋǁĂƌǀĞƚĞƌĂŶƐ͕ĚŝƐĂďůĞĚǀĞƚĞƌĂŶƐ͕ĂŶĚƐŵĂůů ďƵƐŝŶĞƐƐĐŽŶĐĞƌŶƐŽǁŶĞĚĂŶĚĐŽŶƚƌŽůůĞĚďǇĚŝƐĂďůĞĚǀĞƚĞƌĂŶƐĂƐĚĞĨŝŶĞĚŝŶϰϵh͘^͘͘ΑϰϳϭϭϮ͘ ,ŽǁĞǀĞƌ͕ƚŚŝƐƉƌĞĨĞƌĞŶĐĞƐŚĂůůĂƉƉůǇŽŶůǇǁŚĞƌĞƚŚĞŝŶĚŝǀŝĚƵĂůƐĂƌĞĂǀĂŝůĂďůĞĂŶĚƋƵĂůŝĨŝĞĚƚŽ ƉĞƌĨŽƌŵƚŚĞǁŽƌŬƚŽǁŚŝĐŚƚŚĞĞŵƉůŽǇŵĞŶƚƌĞůĂƚĞƐ͘
ϭϲ͘ ŽŶĨŽƌŵŝƚǇƚŽWůĂŶƐĂŶĚ^ƉĞĐŝĨŝĐĂƚŝŽŶƐ͘
/ƚǁŝůůĞǆĞĐƵƚĞƚŚĞƉƌŽũĞĐƚƐƵďũĞĐƚƚŽƉůĂŶƐ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͕ĂŶĚƐĐŚĞĚƵůĞƐĂƉƉƌŽǀĞĚďǇƚŚĞ^ĞĐƌĞƚĂƌǇ͘ ^ƵĐŚƉůĂŶƐ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͕ĂŶĚƐĐŚĞĚƵůĞƐƐŚĂůůďĞƐƵďŵŝƚƚĞĚƚŽƚŚĞ^ĞĐƌĞƚĂƌǇƉƌŝŽƌƚŽ ĐŽŵŵĞŶĐĞŵĞŶƚŽĨƐŝƚĞƉƌĞƉĂƌĂƚŝŽŶ͕ĐŽŶƐƚƌƵĐƚŝŽŶ͕ŽƌŽƚŚĞƌƉĞƌĨŽƌŵĂŶĐĞƵŶĚĞƌƚŚŝƐ'ƌĂŶƚ ŐƌĞĞŵĞŶƚ͕ĂŶĚ͕ƵƉŽŶĂƉƉƌŽǀĂůŽĨƚŚĞ^ĞĐƌĞƚĂƌǇ͕ƐŚĂůůďĞŝŶĐŽƌƉŽƌĂƚĞĚŝŶƚŽƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚ͘ ŶǇŵŽĚŝĨŝĐĂƚŝŽŶƚŽƚŚĞĂƉƉƌŽǀĞĚƉůĂŶƐ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͕ĂŶĚƐĐŚĞĚƵůĞƐƐŚĂůůĂůƐŽďĞƐƵďũĞĐƚƚŽ ĂƉƉƌŽǀĂůŽĨƚŚĞ^ĞĐƌĞƚĂƌǇ͕ĂŶĚŝŶĐŽƌƉŽƌĂƚĞĚŝŶƚŽƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚ͘ ϭϳ͘ ŽŶƐƚƌƵĐƚŝŽŶ/ŶƐƉĞĐƚŝŽŶĂŶĚƉƉƌŽǀĂů͘
/ƚǁŝůůƉƌŽǀŝĚĞĂŶĚŵĂŝŶƚĂŝŶĐŽŵƉĞƚĞŶƚƚĞĐŚŶŝĐĂůƐƵƉĞƌǀŝƐŝŽŶĂƚƚŚĞĐŽŶƐƚƌƵĐƚŝŽŶƐŝƚĞƚŚƌŽƵŐŚŽƵƚƚŚĞ ƉƌŽũĞĐƚƚŽĂƐƐƵƌĞƚŚĂƚƚŚĞǁŽƌŬĐŽŶĨŽƌŵƐƚŽƚŚĞƉůĂŶƐ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͕ĂŶĚƐĐŚĞĚƵůĞƐĂƉƉƌŽǀĞĚďǇ ƚŚĞ^ĞĐƌĞƚĂƌǇĨŽƌƚŚĞƉƌŽũĞĐƚ͘/ƚƐŚĂůůƐƵďũĞĐƚƚŚĞĐŽŶƐƚƌƵĐƚŝŽŶǁŽƌŬŽŶĂŶǇƉƌŽũĞĐƚĐŽŶƚĂŝŶĞĚŝŶĂŶ ĂƉƉƌŽǀĞĚƉƌŽũĞĐƚĂƉƉůŝĐĂƚŝŽŶƚŽŝŶƐƉĞĐƚŝŽŶĂŶĚĂƉƉƌŽǀĂůďǇƚŚĞ^ĞĐƌĞƚĂƌǇĂŶĚƐƵĐŚǁŽƌŬƐŚĂůůďĞŝŶ ĂĐĐŽƌĚĂŶĐĞǁŝƚŚƌĞŐƵůĂƚŝŽŶƐĂŶĚƉƌŽĐĞĚƵƌĞƐƉƌĞƐĐƌŝďĞĚďǇƚŚĞ^ĞĐƌĞƚĂƌǇ͘^ƵĐŚƌĞŐƵůĂƚŝŽŶƐĂŶĚ ƉƌŽĐĞĚƵƌĞƐƐŚĂůůƌĞƋƵŝƌĞƐƵĐŚĐŽƐƚĂŶĚƉƌŽŐƌĞƐƐƌĞƉŽƌƚŝŶŐďǇƚŚĞƐƉŽŶƐŽƌŽƌƐƉŽŶƐŽƌƐŽĨƐƵĐŚ ƉƌŽũĞĐƚĂƐƚŚĞ^ĞĐƌĞƚĂƌǇƐŚĂůůĚĞĞŵŶĞĐĞƐƐĂƌǇ͘

EXHIBIT B

ŝ ƌ Ɖ Ž ƌ ƚ ^ Ɖ Ž Ŷ Ɛ Ž ƌ Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ ϱ ͬ Ϯ Ϭ Ϯ Ϯ WĂŐĞϵŽĨϭϵ
ϭϴ͘ WůĂŶŶŝŶŐWƌŽũĞĐƚƐ͘
/ŶĐĂƌƌǇŝŶŐŽƵƚƉůĂŶŶŝŶŐƉƌŽũĞĐƚƐ͗
Ă͘ /ƚǁŝůůĞǆĞĐƵƚĞƚŚĞƉƌŽũĞĐƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞĂƉƉƌŽǀĞĚƉƌŽŐƌĂŵŶĂƌƌĂƚŝǀĞĐŽŶƚĂŝŶĞĚŝŶƚŚĞ ƉƌŽũĞĐƚĂƉƉůŝĐĂƚŝŽŶŽƌǁŝƚŚƚŚĞŵŽĚŝĨŝĐĂƚŝŽŶƐƐŝŵŝůĂƌůǇĂƉƉƌŽǀĞĚ͘ ď͘ /ƚǁŝůůĨƵƌŶŝƐŚƚŚĞ^ĞĐƌĞƚĂƌǇǁŝƚŚƐƵĐŚƉĞƌŝŽĚŝĐƌĞƉŽƌƚƐĂƐƌĞƋƵŝƌĞĚƉĞƌƚĂŝŶŝŶŐƚŽƚŚĞƉůĂŶŶŝŶŐ ƉƌŽũĞĐƚĂŶĚƉůĂŶŶŝŶŐǁŽƌŬĂĐƚŝǀŝƚŝĞƐ͘
Đ͘ /ƚǁŝůůŝŶĐůƵĚĞŝŶĂůůƉƵďůŝƐŚĞĚŵĂƚĞƌŝĂůƉƌĞƉĂƌĞĚŝŶĐŽŶŶĞĐƚŝŽŶǁŝƚŚƚŚĞƉůĂŶŶŝŶŐƉƌŽũĞĐƚĂ ŶŽƚŝĐĞƚŚĂƚƚŚĞŵĂƚĞƌŝĂůǁĂƐƉƌĞƉĂƌĞĚƵŶĚĞƌĂŐƌĂŶƚƉƌŽǀŝĚĞĚďǇƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐ͘ Ě͘ /ƚǁŝůůŵĂŬĞƐƵĐŚŵĂƚĞƌŝĂůĂǀĂŝůĂďůĞĨŽƌĞǆĂŵŝŶĂƚŝŽŶďǇƚŚĞƉƵďůŝĐ͕ĂŶĚĂŐƌĞĞƐƚŚĂƚŶŽŵĂƚĞƌŝĂů ƉƌĞƉĂƌĞĚǁŝƚŚĨƵŶĚƐƵŶĚĞƌƚŚŝƐƉƌŽũĞĐƚƐŚĂůůďĞƐƵďũĞĐƚƚŽĐŽƉǇƌŝŐŚƚŝŶƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐŽƌĂŶǇ ŽƚŚĞƌĐŽƵŶƚƌǇ͘
Ğ͘ /ƚǁŝůůŐŝǀĞƚŚĞ^ĞĐƌĞƚĂƌǇƵŶƌĞƐƚƌŝĐƚĞĚĂƵƚŚŽƌŝƚǇƚŽƉƵďůŝƐŚ͕ĚŝƐĐůŽƐĞ͕ĚŝƐƚƌŝďƵƚĞ͕ĂŶĚŽƚŚĞƌǁŝƐĞ ƵƐĞĂŶǇŽĨƚŚĞŵĂƚĞƌŝĂůƉƌĞƉĂƌĞĚŝŶĐŽŶŶĞĐƚŝŽŶǁŝƚŚƚŚŝƐŐƌĂŶƚ͘ Ĩ͘ /ƚǁŝůůŐƌĂŶƚƚŚĞ^ĞĐƌĞƚĂƌǇƚŚĞƌŝŐŚƚƚŽĚŝƐĂƉƉƌŽǀĞƚŚĞƐƉŽŶƐŽƌΖƐĞŵƉůŽǇŵĞŶƚŽĨƐƉĞĐŝĨŝĐ ĐŽŶƐƵůƚĂŶƚƐĂŶĚƚŚĞŝƌƐƵďĐŽŶƚƌĂĐƚŽƌƐƚŽĚŽĂůůŽƌĂŶǇƉĂƌƚŽĨƚŚŝƐƉƌŽũĞĐƚĂƐǁĞůůĂƐƚŚĞƌŝŐŚƚƚŽ ĚŝƐĂƉƉƌŽǀĞƚŚĞƉƌŽƉŽƐĞĚƐĐŽƉĞĂŶĚĐŽƐƚŽĨƉƌŽĨĞƐƐŝŽŶĂůƐĞƌǀŝĐĞƐ͘ Ő͘ /ƚǁŝůůŐƌĂŶƚƚŚĞ^ĞĐƌĞƚĂƌǇƚŚĞƌŝŐŚƚƚŽĚŝƐĂƉƉƌŽǀĞƚŚĞƵƐĞŽĨƚŚĞƐƉŽŶƐŽƌΖƐĞŵƉůŽǇĞĞƐƚŽĚŽĂůů ŽƌĂŶǇƉĂƌƚŽĨƚŚĞƉƌŽũĞĐƚ͘
Ś͘ /ƚƵŶĚĞƌƐƚĂŶĚƐĂŶĚĂŐƌĞĞƐƚŚĂƚƚŚĞ^ĞĐƌĞƚĂƌǇΖƐĂƉƉƌŽǀĂůŽĨƚŚŝƐƉƌŽũĞĐƚŐƌĂŶƚŽƌƚŚĞ^ĞĐƌĞƚĂƌǇΖƐ ĂƉƉƌŽǀĂůŽĨĂŶǇƉůĂŶŶŝŶŐŵĂƚĞƌŝĂůĚĞǀĞůŽƉĞĚĂƐƉĂƌƚŽĨƚŚŝƐŐƌĂŶƚĚŽĞƐŶŽƚĐŽŶƐƚŝƚƵƚĞŽƌŝŵƉůǇ ĂŶǇĂƐƐƵƌĂŶĐĞŽƌĐŽŵŵŝƚŵĞŶƚŽŶƚŚĞƉĂƌƚŽĨƚŚĞ^ĞĐƌĞƚĂƌǇƚŽĂƉƉƌŽǀĞĂŶǇƉĞŶĚŝŶŐŽƌĨƵƚƵƌĞ ĂƉƉůŝĐĂƚŝŽŶĨŽƌĂ&ĞĚĞƌĂůĂŝƌƉŽƌƚŐƌĂŶƚ͘
ϭϵ͘ KƉĞƌĂƚŝŽŶĂŶĚDĂŝŶƚĞŶĂŶĐĞ͘
Ă͘ dŚĞĂŝƌƉŽƌƚĂŶĚĂůůĨĂĐŝůŝƚŝĞƐǁŚŝĐŚĂƌĞŶĞĐĞƐƐĂƌǇƚŽƐĞƌǀĞƚŚĞĂĞƌŽŶĂƵƚŝĐĂůƵƐĞƌƐŽĨƚŚĞĂŝƌƉŽƌƚ͕ ŽƚŚĞƌƚŚĂŶĨĂĐŝůŝƚŝĞƐŽǁŶĞĚŽƌĐŽŶƚƌŽůůĞĚďǇƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐ͕ƐŚĂůůďĞŽƉĞƌĂƚĞĚĂƚĂůůƚŝŵĞƐŝŶĂ ƐĂĨĞĂŶĚƐĞƌǀŝĐĞĂďůĞĐŽŶĚŝƚŝŽŶĂŶĚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞŵŝŶŝŵƵŵƐƚĂŶĚĂƌĚƐĂƐŵĂǇďĞ ƌĞƋƵŝƌĞĚŽƌƉƌĞƐĐƌŝďĞĚďǇĂƉƉůŝĐĂďůĞ&ĞĚĞƌĂů͕ƐƚĂƚĞ͕ĂŶĚůŽĐĂůĂŐĞŶĐŝĞƐĨŽƌŵĂŝŶƚĞŶĂŶĐĞĂŶĚ ŽƉĞƌĂƚŝŽŶ͘/ƚǁŝůůŶŽƚĐĂƵƐĞŽƌƉĞƌŵŝƚĂŶǇĂĐƚŝǀŝƚǇŽƌĂĐƚŝŽŶƚŚĞƌĞŽŶǁŚŝĐŚǁŽƵůĚŝŶƚĞƌĨĞƌĞǁŝƚŚ ŝƚƐƵƐĞĨŽƌĂŝƌƉŽƌƚƉƵƌƉŽƐĞƐ͘/ƚǁŝůůƐƵŝƚĂďůǇŽƉĞƌĂƚĞĂŶĚŵĂŝŶƚĂŝŶƚŚĞĂŝƌƉŽƌƚĂŶĚĂůůĨĂĐŝůŝƚŝĞƐ ƚŚĞƌĞŽŶŽƌĐŽŶŶĞĐƚĞĚƚŚĞƌĞǁŝƚŚ͕ǁŝƚŚĚƵĞƌĞŐĂƌĚƚŽĐůŝŵĂƚŝĐĂŶĚĨůŽŽĚĐŽŶĚŝƚŝŽŶƐ͘ŶǇƉƌŽƉŽƐĂů ƚŽƚĞŵƉŽƌĂƌŝůǇĐůŽƐĞƚŚĞĂŝƌƉŽƌƚĨŽƌŶŽŶͲĂĞƌŽŶĂƵƚŝĐĂůƉƵƌƉŽƐĞƐŵƵƐƚĨŝƌƐƚďĞĂƉƉƌŽǀĞĚďǇƚŚĞ ^ĞĐƌĞƚĂƌǇ͘/ŶĨƵƌƚŚĞƌĂŶĐĞŽĨƚŚŝƐĂƐƐƵƌĂŶĐĞ͕ƚŚĞƐƉŽŶƐŽƌǁŝůůŚĂǀĞŝŶĞĨĨĞĐƚĂƌƌĂŶŐĞŵĞŶƚƐĨŽƌ͗ ϭ͘ KƉĞƌĂƚŝŶŐƚŚĞĂŝƌƉŽƌƚΖƐĂĞƌŽŶĂƵƚŝĐĂůĨĂĐŝůŝƚŝĞƐǁŚĞŶĞǀĞƌƌĞƋƵŝƌĞĚ͖ Ϯ͘ WƌŽŵƉƚůǇŵĂƌŬŝŶŐĂŶĚůŝŐŚƚŝŶŐŚĂǌĂƌĚƐƌĞƐƵůƚŝŶŐĨƌŽŵĂŝƌƉŽƌƚĐŽŶĚŝƚŝŽŶƐ͕ŝŶĐůƵĚŝŶŐ ƚĞŵƉŽƌĂƌǇĐŽŶĚŝƚŝŽŶƐ͖ĂŶĚ
ϯ͘ WƌŽŵƉƚůǇŶŽƚŝĨǇŝŶŐƉŝůŽƚƐŽĨĂŶǇĐŽŶĚŝƚŝŽŶĂĨĨĞĐƚŝŶŐĂĞƌŽŶĂƵƚŝĐĂůƵƐĞŽĨƚŚĞĂŝƌƉŽƌƚ͘EŽƚŚŝŶŐ ĐŽŶƚĂŝŶĞĚŚĞƌĞŝŶƐŚĂůůďĞĐŽŶƐƚƌƵĞĚƚŽƌĞƋƵŝƌĞƚŚĂƚƚŚĞĂŝƌƉŽƌƚďĞŽƉĞƌĂƚĞĚĨŽƌ ĂĞƌŽŶĂƵƚŝĐĂůƵƐĞĚƵƌŝŶŐƚĞŵƉŽƌĂƌǇƉĞƌŝŽĚƐǁŚĞŶƐŶŽǁ͕ĨůŽŽĚ͕ŽƌŽƚŚĞƌĐůŝŵĂƚŝĐĐŽŶĚŝƚŝŽŶƐ ŝŶƚĞƌĨĞƌĞǁŝƚŚƐƵĐŚŽƉĞƌĂƚŝŽŶĂŶĚŵĂŝŶƚĞŶĂŶĐĞ͘&ƵƌƚŚĞƌ͕ŶŽƚŚŝŶŐŚĞƌĞŝŶƐŚĂůůďĞĐŽŶƐƚƌƵĞĚ ĂƐƌĞƋƵŝƌŝŶŐƚŚĞŵĂŝŶƚĞŶĂŶĐĞ͕ƌĞƉĂŝƌ͕ƌĞƐƚŽƌĂƚŝŽŶ͕ŽƌƌĞƉůĂĐĞŵĞŶƚŽĨĂŶǇƐƚƌƵĐƚƵƌĞŽƌ

EXHIBIT B

ŝ ƌ Ɖ Ž ƌ ƚ ^ Ɖ Ž Ŷ Ɛ Ž ƌ Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ ϱ ͬ Ϯ Ϭ Ϯ Ϯ WĂŐĞϭϬŽĨϭϵ
ĨĂĐŝůŝƚǇǁŚŝĐŚŝƐƐƵďƐƚĂŶƚŝĂůůǇĚĂŵĂŐĞĚŽƌĚĞƐƚƌŽǇĞĚĚƵĞƚŽĂŶĂĐƚŽĨ'ŽĚŽƌŽƚŚĞƌ ĐŽŶĚŝƚŝŽŶŽƌĐŝƌĐƵŵƐƚĂŶĐĞďĞǇŽŶĚƚŚĞĐŽŶƚƌŽůŽĨƚŚĞƐƉŽŶƐŽƌ͘ ď͘ /ƚǁŝůůƐƵŝƚĂďůǇŽƉĞƌĂƚĞĂŶĚŵĂŝŶƚĂŝŶŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚǇƉƌŽŐƌĂŵŝƚĞŵƐƚŚĂƚŝƚŽǁŶƐŽƌĐŽŶƚƌŽůƐ ƵƉŽŶǁŚŝĐŚ&ĞĚĞƌĂůĨƵŶĚƐŚĂǀĞďĞĞŶĞǆƉĞŶĚĞĚ͘
ϮϬ͘ ,ĂǌĂƌĚZĞŵŽǀĂůĂŶĚDŝƚŝŐĂƚŝŽŶ͘
/ƚǁŝůůƚĂŬĞĂƉƉƌŽƉƌŝĂƚĞĂĐƚŝŽŶƚŽĂƐƐƵƌĞƚŚĂƚƐƵĐŚƚĞƌŵŝŶĂůĂŝƌƐƉĂĐĞĂƐŝƐƌĞƋƵŝƌĞĚƚŽƉƌŽƚĞĐƚ ŝŶƐƚƌƵŵĞŶƚĂŶĚǀŝƐƵĂůŽƉĞƌĂƚŝŽŶƐƚŽƚŚĞĂŝƌƉŽƌƚ;ŝŶĐůƵĚŝŶŐĞƐƚĂďůŝƐŚĞĚŵŝŶŝŵƵŵĨůŝŐŚƚĂůƚŝƚƵĚĞƐͿǁŝůů ďĞĂĚĞƋƵĂƚĞůǇĐůĞĂƌĞĚĂŶĚƉƌŽƚĞĐƚĞĚďǇƌĞŵŽǀŝŶŐ͕ůŽǁĞƌŝŶŐ͕ƌĞůŽĐĂƚŝŶŐ͕ŵĂƌŬŝŶŐ͕ŽƌůŝŐŚƚŝŶŐŽƌ ŽƚŚĞƌǁŝƐĞŵŝƚŝŐĂƚŝŶŐĞǆŝƐƚŝŶŐĂŝƌƉŽƌƚŚĂǌĂƌĚƐĂŶĚďǇƉƌĞǀĞŶƚŝŶŐƚŚĞĞƐƚĂďůŝƐŚŵĞŶƚŽƌĐƌĞĂƚŝŽŶŽĨ ĨƵƚƵƌĞĂŝƌƉŽƌƚŚĂǌĂƌĚƐ͘
Ϯϭ͘ ŽŵƉĂƚŝďůĞ>ĂŶĚhƐĞ͘
/ƚǁŝůůƚĂŬĞĂƉƉƌŽƉƌŝĂƚĞĂĐƚŝŽŶ͕ƚŽƚŚĞĞǆƚĞŶƚƌĞĂƐŽŶĂďůĞ͕ŝŶĐůƵĚŝŶŐƚŚĞĂĚŽƉƚŝŽŶŽĨǌŽŶŝŶŐůĂǁƐ͕ƚŽ ƌĞƐƚƌŝĐƚƚŚĞƵƐĞŽĨůĂŶĚĂĚũĂĐĞŶƚƚŽŽƌŝŶƚŚĞŝŵŵĞĚŝĂƚĞǀŝĐŝŶŝƚǇŽĨƚŚĞĂŝƌƉŽƌƚƚŽĂĐƚŝǀŝƚŝĞƐĂŶĚ ƉƵƌƉŽƐĞƐĐŽŵƉĂƚŝďůĞǁŝƚŚŶŽƌŵĂůĂŝƌƉŽƌƚŽƉĞƌĂƚŝŽŶƐ͕ŝŶĐůƵĚŝŶŐůĂŶĚŝŶŐĂŶĚƚĂŬĞŽĨĨŽĨĂŝƌĐƌĂĨƚ͘/Ŷ ĂĚĚŝƚŝŽŶ͕ŝĨƚŚĞƉƌŽũĞĐƚŝƐĨŽƌŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚǇƉƌŽŐƌĂŵŝŵƉůĞŵĞŶƚĂƚŝŽŶ͕ŝƚǁŝůůŶŽƚĐĂƵƐĞŽƌƉĞƌŵŝƚ ĂŶǇĐŚĂŶŐĞŝŶůĂŶĚƵƐĞ͕ǁŝƚŚŝŶŝƚƐũƵƌŝƐĚŝĐƚŝŽŶ͕ƚŚĂƚǁŝůůƌĞĚƵĐĞŝƚƐĐŽŵƉĂƚŝďŝůŝƚǇ͕ǁŝƚŚƌĞƐƉĞĐƚƚŽƚŚĞ ĂŝƌƉŽƌƚ͕ŽĨƚŚĞŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚǇƉƌŽŐƌĂŵŵĞĂƐƵƌĞƐƵƉŽŶǁŚŝĐŚ&ĞĚĞƌĂůĨƵŶĚƐŚĂǀĞďĞĞŶ ĞǆƉĞŶĚĞĚ͘
ϮϮ͘
ĐŽŶŽŵŝĐEŽŶĚŝƐĐƌŝŵŝŶĂƚŝŽŶ͘
Ă͘ /ƚǁŝůůŵĂŬĞƚŚĞĂŝƌƉŽƌƚĂǀĂŝůĂďůĞĂƐĂŶĂŝƌƉŽƌƚĨŽƌƉƵďůŝĐƵƐĞŽŶƌĞĂƐŽŶĂďůĞƚĞƌŵƐĂŶĚǁŝƚŚŽƵƚ ƵŶũƵƐƚĚŝƐĐƌŝŵŝŶĂƚŝŽŶƚŽĂůůƚǇƉĞƐ͕ŬŝŶĚƐĂŶĚĐůĂƐƐĞƐŽĨĂĞƌŽŶĂƵƚŝĐĂůĂĐƚŝǀŝƚŝĞƐ͕ŝŶĐůƵĚŝŶŐ ĐŽŵŵĞƌĐŝĂůĂĞƌŽŶĂƵƚŝĐĂůĂĐƚŝǀŝƚŝĞƐŽĨĨĞƌŝŶŐƐĞƌǀŝĐĞƐƚŽƚŚĞƉƵďůŝĐĂƚƚŚĞĂŝƌƉŽƌƚ͘ ď͘ /ŶĂŶǇĂŐƌĞĞŵĞŶƚ͕ĐŽŶƚƌĂĐƚ͕ůĞĂƐĞ͕ŽƌŽƚŚĞƌĂƌƌĂŶŐĞŵĞŶƚƵŶĚĞƌǁŚŝĐŚĂƌŝŐŚƚŽƌƉƌŝǀŝůĞŐĞĂƚƚŚĞ ĂŝƌƉŽƌƚŝƐŐƌĂŶƚĞĚƚŽĂŶǇƉĞƌƐŽŶ͕Ĩŝƌŵ͕ŽƌĐŽƌƉŽƌĂƚŝŽŶƚŽĐŽŶĚƵĐƚŽƌƚŽĞŶŐĂŐĞŝŶĂŶǇ ĂĞƌŽŶĂƵƚŝĐĂůĂĐƚŝǀŝƚǇĨŽƌĨƵƌŶŝƐŚŝŶŐƐĞƌǀŝĐĞƐƚŽƚŚĞƉƵďůŝĐĂƚƚŚĞĂŝƌƉŽƌƚ͕ƚŚĞƐƉŽŶƐŽƌǁŝůůŝŶƐĞƌƚ ĂŶĚĞŶĨŽƌĐĞƉƌŽǀŝƐŝŽŶƐƌĞƋƵŝƌŝŶŐƚŚĞĐŽŶƚƌĂĐƚŽƌƚŽ͗
ϭ͘&ƵƌŶŝƐŚƐĂŝĚƐĞƌǀŝĐĞƐŽŶĂƌĞĂƐŽŶĂďůĞ͕ĂŶĚŶŽƚƵŶũƵƐƚůǇĚŝƐĐƌŝŵŝŶĂƚŽƌǇ͕ďĂƐŝƐƚŽĂůůƵƐĞƌƐ ƚŚĞƌĞŽĨ͕ĂŶĚ
Ϯ͘ŚĂƌŐĞƌĞĂƐŽŶĂďůĞ͕ĂŶĚŶŽƚƵŶũƵƐƚůǇĚŝƐĐƌŝŵŝŶĂƚŽƌǇ͕ƉƌŝĐĞƐĨŽƌĞĂĐŚƵŶŝƚŽƌƐĞƌǀŝĐĞ͕ ƉƌŽǀŝĚĞĚƚŚĂƚƚŚĞĐŽŶƚƌĂĐƚŽƌŵĂǇďĞĂůůŽǁĞĚƚŽŵĂŬĞƌĞĂƐŽŶĂďůĞĂŶĚŶŽŶĚŝƐĐƌŝŵŝŶĂƚŽƌǇ ĚŝƐĐŽƵŶƚƐ͕ƌĞďĂƚĞƐ͕ŽƌŽƚŚĞƌƐŝŵŝůĂƌƚǇƉĞƐŽĨƉƌŝĐĞƌĞĚƵĐƚŝŽŶƐƚŽǀŽůƵŵĞƉƵƌĐŚĂƐĞƌƐ͘ Đ͘
ĂĐŚĨŝǆĞĚͲďĂƐĞĚŽƉĞƌĂƚŽƌĂƚƚŚĞĂŝƌƉŽƌƚƐŚĂůůďĞƐƵďũĞĐƚƚŽƚŚĞƐĂŵĞƌĂƚĞƐ͕ĨĞĞƐ͕ƌĞŶƚĂůƐ͕ĂŶĚ ŽƚŚĞƌĐŚĂƌŐĞƐĂƐĂƌĞƵŶŝĨŽƌŵůǇĂƉƉůŝĐĂďůĞƚŽĂůůŽƚŚĞƌĨŝǆĞĚͲďĂƐĞĚŽƉĞƌĂƚŽƌƐŵĂŬŝŶŐƚŚĞƐĂŵĞŽƌ ƐŝŵŝůĂƌƵƐĞƐŽĨƐƵĐŚĂŝƌƉŽƌƚĂŶĚƵƚŝůŝǌŝŶŐƚŚĞƐĂŵĞŽƌƐŝŵŝůĂƌĨĂĐŝůŝƚŝĞƐ͘ Ě͘
ĂĐŚĂŝƌĐĂƌƌŝĞƌƵƐŝŶŐƐƵĐŚĂŝƌƉŽƌƚƐŚĂůůŚĂǀĞƚŚĞƌŝŐŚƚƚŽƐĞƌǀŝĐĞŝƚƐĞůĨŽƌƚŽƵƐĞĂŶǇĨŝǆĞĚͲďĂƐĞĚ ŽƉĞƌĂƚŽƌƚŚĂƚŝƐĂƵƚŚŽƌŝǌĞĚŽƌƉĞƌŵŝƚƚĞĚďǇƚŚĞĂŝƌƉŽƌƚƚŽƐĞƌǀĞĂŶǇĂŝƌĐĂƌƌŝĞƌĂƚƐƵĐŚĂŝƌƉŽƌƚ͘ Ğ͘
ĂĐŚĂŝƌĐĂƌƌŝĞƌƵƐŝŶŐƐƵĐŚĂŝƌƉŽƌƚ;ǁŚĞƚŚĞƌĂƐĂƚĞŶĂŶƚ͕ŶŽŶͲƚĞŶĂŶƚ͕ŽƌƐƵďƚĞŶĂŶƚŽĨĂŶŽƚŚĞƌĂŝƌ ĐĂƌƌŝĞƌƚĞŶĂŶƚͿƐŚĂůůďĞƐƵďũĞĐƚƚŽƐƵĐŚŶŽŶĚŝƐĐƌŝŵŝŶĂƚŽƌǇĂŶĚƐƵďƐƚĂŶƚŝĂůůǇĐŽŵƉĂƌĂďůĞƌƵůĞƐ͕ ƌĞŐƵůĂƚŝŽŶƐ͕ĐŽŶĚŝƚŝŽŶƐ͕ƌĂƚĞƐ͕ĨĞĞƐ͕ƌĞŶƚĂůƐ͕ĂŶĚŽƚŚĞƌĐŚĂƌŐĞƐǁŝƚŚƌĞƐƉĞĐƚƚŽĨĂĐŝůŝƚŝĞƐĚŝƌĞĐƚůǇ ĂŶĚƐƵďƐƚĂŶƚŝĂůůǇƌĞůĂƚĞĚƚŽƉƌŽǀŝĚŝŶŐĂŝƌƚƌĂŶƐƉŽƌƚĂƚŝŽŶĂƐĂƌĞĂƉƉůŝĐĂďůĞƚŽĂůůƐƵĐŚĂŝƌĐĂƌƌŝĞƌƐ ǁŚŝĐŚŵĂŬĞƐŝŵŝůĂƌƵƐĞŽĨƐƵĐŚĂŝƌƉŽƌƚĂŶĚƵƚŝůŝǌĞƐŝŵŝůĂƌĨĂĐŝůŝƚŝĞƐ͕ƐƵďũĞĐƚƚŽƌĞĂƐŽŶĂďůĞ

EXHIBIT B

ŝ ƌ Ɖ Ž ƌ ƚ ^ Ɖ Ž Ŷ Ɛ Ž ƌ Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ ϱ ͬ Ϯ Ϭ Ϯ Ϯ WĂŐĞϭϭŽĨϭϵ
ĐůĂƐƐŝĨŝĐĂƚŝŽŶƐƐƵĐŚĂƐƚĞŶĂŶƚƐŽƌŶŽŶͲƚĞŶĂŶƚƐĂŶĚƐŝŐŶĂƚŽƌǇĐĂƌƌŝĞƌƐĂŶĚŶŽŶͲƐŝŐŶĂƚŽƌǇĐĂƌƌŝĞƌƐ͘ ůĂƐƐŝĨŝĐĂƚŝŽŶŽƌƐƚĂƚƵƐĂƐƚĞŶĂŶƚŽƌƐŝŐŶĂƚŽƌǇƐŚĂůůŶŽƚďĞƵŶƌĞĂƐŽŶĂďůǇǁŝƚŚŚĞůĚďǇĂŶǇĂŝƌƉŽƌƚ ƉƌŽǀŝĚĞĚĂŶĂŝƌĐĂƌƌŝĞƌĂƐƐƵŵĞƐŽďůŝŐĂƚŝŽŶƐƐƵďƐƚĂŶƚŝĂůůǇƐŝŵŝůĂƌƚŽƚŚŽƐĞĂůƌĞĂĚǇŝŵƉŽƐĞĚŽŶĂŝƌ ĐĂƌƌŝĞƌƐŝŶƐƵĐŚĐůĂƐƐŝĨŝĐĂƚŝŽŶŽƌƐƚĂƚƵƐ͘
Ĩ͘ /ƚǁŝůůŶŽƚĞǆĞƌĐŝƐĞŽƌŐƌĂŶƚĂŶǇƌŝŐŚƚŽƌƉƌŝǀŝůĞŐĞǁŚŝĐŚŽƉĞƌĂƚĞƐƚŽƉƌĞǀĞŶƚĂŶǇƉĞƌƐŽŶ͕Ĩŝƌŵ͕Žƌ ĐŽƌƉŽƌĂƚŝŽŶŽƉĞƌĂƚŝŶŐĂŝƌĐƌĂĨƚŽŶƚŚĞĂŝƌƉŽƌƚĨƌŽŵƉĞƌĨŽƌŵŝŶŐĂŶǇƐĞƌǀŝĐĞƐŽŶŝƚƐŽǁŶĂŝƌĐƌĂĨƚ ǁŝƚŚŝƚƐŽǁŶĞŵƉůŽǇĞĞƐ;ŝŶĐůƵĚŝŶŐ͕ďƵƚŶŽƚůŝŵŝƚĞĚƚŽŵĂŝŶƚĞŶĂŶĐĞ͕ƌĞƉĂŝƌ͕ĂŶĚĨƵĞůŝŶŐͿƚŚĂƚŝƚ ŵĂǇĐŚŽŽƐĞƚŽƉĞƌĨŽƌŵ͘
Ő͘ /ŶƚŚĞĞǀĞŶƚƚŚĞƐƉŽŶƐŽƌŝƚƐĞůĨĞǆĞƌĐŝƐĞƐĂŶǇŽĨƚŚĞƌŝŐŚƚƐĂŶĚƉƌŝǀŝůĞŐĞƐƌĞĨĞƌƌĞĚƚŽŝŶƚŚŝƐ ĂƐƐƵƌĂŶĐĞ͕ƚŚĞƐĞƌǀŝĐĞƐŝŶǀŽůǀĞĚǁŝůůďĞƉƌŽǀŝĚĞĚŽŶƚŚĞƐĂŵĞĐŽŶĚŝƚŝŽŶƐĂƐǁŽƵůĚĂƉƉůǇƚŽƚŚĞ ĨƵƌŶŝƐŚŝŶŐŽĨƐƵĐŚƐĞƌǀŝĐĞƐďǇĐŽŵŵĞƌĐŝĂůĂĞƌŽŶĂƵƚŝĐĂůƐĞƌǀŝĐĞƉƌŽǀŝĚĞƌƐĂƵƚŚŽƌŝǌĞĚďǇƚŚĞ ƐƉŽŶƐŽƌƵŶĚĞƌƚŚĞƐĞƉƌŽǀŝƐŝŽŶƐ͘
Ś͘ dŚĞƐƉŽŶƐŽƌŵĂǇĞƐƚĂďůŝƐŚƐƵĐŚƌĞĂƐŽŶĂďůĞ͕ĂŶĚŶŽƚƵŶũƵƐƚůǇĚŝƐĐƌŝŵŝŶĂƚŽƌǇ͕ĐŽŶĚŝƚŝŽŶƐƚŽďĞ ŵĞƚďǇĂůůƵƐĞƌƐŽĨƚŚĞĂŝƌƉŽƌƚĂƐŵĂǇďĞŶĞĐĞƐƐĂƌǇĨŽƌƚŚĞƐĂĨĞĂŶĚĞĨĨŝĐŝĞŶƚŽƉĞƌĂƚŝŽŶŽĨƚŚĞ ĂŝƌƉŽƌƚ͘
ŝ͘ dŚĞƐƉŽŶƐŽƌŵĂǇƉƌŽŚŝďŝƚŽƌůŝŵŝƚĂŶǇŐŝǀĞŶƚǇƉĞ͕ŬŝŶĚŽƌĐůĂƐƐŽĨĂĞƌŽŶĂƵƚŝĐĂůƵƐĞŽĨƚŚĞĂŝƌƉŽƌƚ ŝĨƐƵĐŚĂĐƚŝŽŶŝƐŶĞĐĞƐƐĂƌǇĨŽƌƚŚĞƐĂĨĞŽƉĞƌĂƚŝŽŶŽĨƚŚĞĂŝƌƉŽƌƚŽƌŶĞĐĞƐƐĂƌǇƚŽƐĞƌǀĞƚŚĞĐŝǀŝů ĂǀŝĂƚŝŽŶŶĞĞĚƐŽĨƚŚĞƉƵďůŝĐ͘
Ϯϯ͘
ǆĐůƵƐŝǀĞZŝŐŚƚƐ͘
/ƚǁŝůůƉĞƌŵŝƚŶŽĞǆĐůƵƐŝǀĞƌŝŐŚƚĨŽƌƚŚĞƵƐĞŽĨƚŚĞĂŝƌƉŽƌƚďǇĂŶǇƉĞƌƐŽŶƉƌŽǀŝĚŝŶŐ͕ŽƌŝŶƚĞŶĚŝŶŐƚŽ ƉƌŽǀŝĚĞ͕ĂĞƌŽŶĂƵƚŝĐĂůƐĞƌǀŝĐĞƐƚŽƚŚĞƉƵďůŝĐ͘&ŽƌƉƵƌƉŽƐĞƐŽĨƚŚŝƐƉĂƌĂŐƌĂƉŚ͕ƚŚĞƉƌŽǀŝĚŝŶŐŽĨƚŚĞ ƐĞƌǀŝĐĞƐĂƚĂŶĂŝƌƉŽƌƚďǇĂƐŝŶŐůĞĨŝǆĞĚͲďĂƐĞĚŽƉĞƌĂƚŽƌƐŚĂůůŶŽƚďĞĐŽŶƐƚƌƵĞĚĂƐĂŶĞǆĐůƵƐŝǀĞƌŝŐŚƚŝĨ ďŽƚŚŽĨƚŚĞĨŽůůŽǁŝŶŐĂƉƉůǇ͗
Ă͘ /ƚǁŽƵůĚďĞƵŶƌĞĂƐŽŶĂďůǇĐŽƐƚůǇ͕ďƵƌĚĞŶƐŽŵĞ͕ŽƌŝŵƉƌĂĐƚŝĐĂůĨŽƌŵŽƌĞƚŚĂŶŽŶĞĨŝǆĞĚͲďĂƐĞĚ ŽƉĞƌĂƚŽƌƚŽƉƌŽǀŝĚĞƐƵĐŚƐĞƌǀŝĐĞƐ͕ĂŶĚ
ď͘ /ĨĂůůŽǁŝŶŐŵŽƌĞƚŚĂŶŽŶĞĨŝǆĞĚͲďĂƐĞĚŽƉĞƌĂƚŽƌƚŽƉƌŽǀŝĚĞƐƵĐŚƐĞƌǀŝĐĞƐǁŽƵůĚƌĞƋƵŝƌĞƚŚĞ ƌĞĚƵĐƚŝŽŶŽĨƐƉĂĐĞůĞĂƐĞĚƉƵƌƐƵĂŶƚƚŽĂŶĞǆŝƐƚŝŶŐĂŐƌĞĞŵĞŶƚďĞƚǁĞĞŶƐƵĐŚƐŝŶŐůĞĨŝǆĞĚͲďĂƐĞĚ ŽƉĞƌĂƚŽƌĂŶĚƐƵĐŚĂŝƌƉŽƌƚ͘/ƚĨƵƌƚŚĞƌĂŐƌĞĞƐƚŚĂƚŝƚǁŝůůŶŽƚ͕ĞŝƚŚĞƌĚŝƌĞĐƚůǇŽƌŝŶĚŝƌĞĐƚůǇ͕ŐƌĂŶƚŽƌ ƉĞƌŵŝƚĂŶǇƉĞƌƐŽŶ͕Ĩŝƌŵ͕ŽƌĐŽƌƉŽƌĂƚŝŽŶ͕ƚŚĞĞǆĐůƵƐŝǀĞƌŝŐŚƚĂƚƚŚĞĂŝƌƉŽƌƚƚŽĐŽŶĚƵĐƚĂŶǇ ĂĞƌŽŶĂƵƚŝĐĂůĂĐƚŝǀŝƚŝĞƐ͕ŝŶĐůƵĚŝŶŐ͕ďƵƚŶŽƚůŝŵŝƚĞĚƚŽĐŚĂƌƚĞƌĨůŝŐŚƚƐ͕ƉŝůŽƚƚƌĂŝŶŝŶŐ͕ĂŝƌĐƌĂĨƚƌĞŶƚĂů ĂŶĚƐŝŐŚƚƐĞĞŝŶŐ͕ĂĞƌŝĂůƉŚŽƚŽŐƌĂƉŚǇ͕ĐƌŽƉĚƵƐƚŝŶŐ͕ĂĞƌŝĂůĂĚǀĞƌƚŝƐŝŶŐĂŶĚƐƵƌǀĞǇŝŶŐ͕ĂŝƌĐĂƌƌŝĞƌ ŽƉĞƌĂƚŝŽŶƐ͕ĂŝƌĐƌĂĨƚƐĂůĞƐĂŶĚƐĞƌǀŝĐĞƐ͕ƐĂůĞŽĨĂǀŝĂƚŝŽŶƉĞƚƌŽůĞƵŵƉƌŽĚƵĐƚƐǁŚĞƚŚĞƌŽƌŶŽƚ ĐŽŶĚƵĐƚĞĚŝŶĐŽŶũƵŶĐƚŝŽŶǁŝƚŚŽƚŚĞƌĂĞƌŽŶĂƵƚŝĐĂůĂĐƚŝǀŝƚǇ͕ƌĞƉĂŝƌĂŶĚŵĂŝŶƚĞŶĂŶĐĞŽĨĂŝƌĐƌĂĨƚ͕ ƐĂůĞŽĨĂŝƌĐƌĂĨƚƉĂƌƚƐ͕ĂŶĚĂŶǇŽƚŚĞƌĂĐƚŝǀŝƚŝĞƐǁŚŝĐŚďĞĐĂƵƐĞŽĨƚŚĞŝƌĚŝƌĞĐƚƌĞůĂƚŝŽŶƐŚŝƉƚŽƚŚĞ ŽƉĞƌĂƚŝŽŶŽĨĂŝƌĐƌĂĨƚĐĂŶďĞƌĞŐĂƌĚĞĚĂƐĂŶĂĞƌŽŶĂƵƚŝĐĂůĂĐƚŝǀŝƚǇ͕ĂŶĚƚŚĂƚŝƚǁŝůůƚĞƌŵŝŶĂƚĞĂŶǇ ĞǆĐůƵƐŝǀĞƌŝŐŚƚƚŽĐŽŶĚƵĐƚĂŶĂĞƌŽŶĂƵƚŝĐĂůĂĐƚŝǀŝƚǇŶŽǁĞǆŝƐƚŝŶŐĂƚƐƵĐŚĂŶĂŝƌƉŽƌƚďĞĨŽƌĞƚŚĞ ŐƌĂŶƚŽĨĂŶǇĂƐƐŝƐƚĂŶĐĞƵŶĚĞƌdŝƚůĞϰϵ͕hŶŝƚĞĚ^ƚĂƚĞƐŽĚĞ͘ Ϯϰ͘ &ĞĞĂŶĚZĞŶƚĂů^ƚƌƵĐƚƵƌĞ͘
/ƚǁŝůůŵĂŝŶƚĂŝŶĂĨĞĞĂŶĚƌĞŶƚĂůƐƚƌƵĐƚƵƌĞĨŽƌƚŚĞĨĂĐŝůŝƚŝĞƐĂŶĚƐĞƌǀŝĐĞƐĂƚƚŚĞĂŝƌƉŽƌƚǁŚŝĐŚǁŝůů ŵĂŬĞƚŚĞĂŝƌƉŽƌƚĂƐƐĞůĨͲƐƵƐƚĂŝŶŝŶŐĂƐƉŽƐƐŝďůĞƵŶĚĞƌƚŚĞĐŝƌĐƵŵƐƚĂŶĐĞƐĞǆŝƐƚŝŶŐĂƚƚŚĞƉĂƌƚŝĐƵůĂƌ ĂŝƌƉŽƌƚ͕ƚĂŬŝŶŐŝŶƚŽĂĐĐŽƵŶƚƐƵĐŚĨĂĐƚŽƌƐĂƐƚŚĞǀŽůƵŵĞŽĨƚƌĂĨĨŝĐĂŶĚĞĐŽŶŽŵǇŽĨĐŽůůĞĐƚŝŽŶ͘EŽƉĂƌƚ ŽĨƚŚĞ&ĞĚĞƌĂůƐŚĂƌĞŽĨĂŶĂŝƌƉŽƌƚĚĞǀĞůŽƉŵĞŶƚ͕ĂŝƌƉŽƌƚƉůĂŶŶŝŶŐŽƌŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚǇƉƌŽũĞĐƚĨŽƌ

EXHIBIT B

ŝ ƌ Ɖ Ž ƌ ƚ ^ Ɖ Ž Ŷ Ɛ Ž ƌ Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ ϱ ͬ Ϯ Ϭ Ϯ Ϯ WĂŐĞϭϮŽĨϭϵ
ǁŚŝĐŚĂ'ƌĂŶƚŝƐŵĂĚĞƵŶĚĞƌdŝƚůĞϰϵ͕hŶŝƚĞĚ^ƚĂƚĞƐŽĚĞ͕ƚŚĞŝƌƉŽƌƚĂŶĚŝƌǁĂǇ/ŵƉƌŽǀĞŵĞŶƚĐƚ ŽĨϭϵϴϮ͕ƚŚĞ&ĞĚĞƌĂůŝƌƉŽƌƚĐƚŽƌƚŚĞŝƌƉŽƌƚĂŶĚŝƌǁĂǇĞǀĞůŽƉŵĞŶƚĐƚŽĨϭϵϳϬƐŚĂůůďĞ ŝŶĐůƵĚĞĚŝŶƚŚĞƌĂƚĞďĂƐŝƐŝŶĞƐƚĂďůŝƐŚŝŶŐĨĞĞƐ͕ƌĂƚĞƐ͕ĂŶĚĐŚĂƌŐĞƐĨŽƌƵƐĞƌƐŽĨƚŚĂƚĂŝƌƉŽƌƚ͘ Ϯϱ͘ ŝƌƉŽƌƚZĞǀĞŶƵĞƐ͘
Ă͘ ůůƌĞǀĞŶƵĞƐŐĞŶĞƌĂƚĞĚďǇƚŚĞĂŝƌƉŽƌƚĂŶĚĂŶǇůŽĐĂůƚĂǆĞƐŽŶĂǀŝĂƚŝŽŶĨƵĞůĞƐƚĂďůŝƐŚĞĚĂĨƚĞƌ ĞĐĞŵďĞƌϯϬ͕ϭϵϴϳ͕ǁŝůůďĞĞǆƉĞŶĚĞĚďǇŝƚĨŽƌƚŚĞĐĂƉŝƚĂůŽƌŽƉĞƌĂƚŝŶŐĐŽƐƚƐŽĨƚŚĞĂŝƌƉŽƌƚ͖ƚŚĞ ůŽĐĂůĂŝƌƉŽƌƚƐǇƐƚĞŵ͖ŽƌŽƚŚĞƌůŽĐĂůĨĂĐŝůŝƚŝĞƐǁŚŝĐŚĂƌĞŽǁŶĞĚŽƌŽƉĞƌĂƚĞĚďǇƚŚĞŽǁŶĞƌŽƌ ŽƉĞƌĂƚŽƌŽĨƚŚĞĂŝƌƉŽƌƚĂŶĚǁŚŝĐŚĂƌĞĚŝƌĞĐƚůǇĂŶĚƐƵďƐƚĂŶƚŝĂůůǇƌĞůĂƚĞĚƚŽƚŚĞĂĐƚƵĂůĂŝƌ ƚƌĂŶƐƉŽƌƚĂƚŝŽŶŽĨƉĂƐƐĞŶŐĞƌƐŽƌƉƌŽƉĞƌƚǇ͖ŽƌĨŽƌŶŽŝƐĞŵŝƚŝŐĂƚŝŽŶƉƵƌƉŽƐĞƐŽŶŽƌŽĨĨƚŚĞĂŝƌƉŽƌƚ͘ dŚĞĨŽůůŽǁŝŶŐĞǆĐĞƉƚŝŽŶƐĂƉƉůǇƚŽƚŚŝƐƉĂƌĂŐƌĂƉŚ͗
ϭ͘ /ĨĐŽǀĞŶĂŶƚƐŽƌĂƐƐƵƌĂŶĐĞƐŝŶĚĞďƚŽďůŝŐĂƚŝŽŶƐŝƐƐƵĞĚďĞĨŽƌĞ^ĞƉƚĞŵďĞƌϯ͕ϭϵϴϮ͕ďǇƚŚĞ ŽǁŶĞƌŽƌŽƉĞƌĂƚŽƌŽĨƚŚĞĂŝƌƉŽƌƚ͕ŽƌƉƌŽǀŝƐŝŽŶƐĞŶĂĐƚĞĚďĞĨŽƌĞ^ĞƉƚĞŵďĞƌϯ͕ϭϵϴϮ͕ŝŶ ŐŽǀĞƌŶŝŶŐƐƚĂƚƵƚĞƐĐŽŶƚƌŽůůŝŶŐƚŚĞŽǁŶĞƌŽƌŽƉĞƌĂƚŽƌΖƐĨŝŶĂŶĐŝŶŐ͕ƉƌŽǀŝĚĞĨŽƌƚŚĞƵƐĞŽĨƚŚĞ ƌĞǀĞŶƵĞƐĨƌŽŵĂŶǇŽĨƚŚĞĂŝƌƉŽƌƚŽǁŶĞƌŽƌŽƉĞƌĂƚŽƌΖƐĨĂĐŝůŝƚŝĞƐ͕ŝŶĐůƵĚŝŶŐƚŚĞĂŝƌƉŽƌƚ͕ƚŽ ƐƵƉƉŽƌƚŶŽƚŽŶůǇƚŚĞĂŝƌƉŽƌƚďƵƚĂůƐŽƚŚĞĂŝƌƉŽƌƚŽǁŶĞƌŽƌŽƉĞƌĂƚŽƌΖƐŐĞŶĞƌĂůĚĞďƚ ŽďůŝŐĂƚŝŽŶƐŽƌŽƚŚĞƌĨĂĐŝůŝƚŝĞƐ͕ƚŚĞŶƚŚŝƐůŝŵŝƚĂƚŝŽŶŽŶƚŚĞƵƐĞŽĨĂůůƌĞǀĞŶƵĞƐŐĞŶĞƌĂƚĞĚďǇ ƚŚĞĂŝƌƉŽƌƚ;ĂŶĚ͕ŝŶƚŚĞĐĂƐĞŽĨĂƉƵďůŝĐĂŝƌƉŽƌƚ͕ůŽĐĂůƚĂǆĞƐŽŶĂǀŝĂƚŝŽŶĨƵĞůͿƐŚĂůůŶŽƚĂƉƉůǇ͘ Ϯ͘ /ĨƚŚĞ^ĞĐƌĞƚĂƌǇĂƉƉƌŽǀĞƐƚŚĞƐĂůĞŽĨĂƉƌŝǀĂƚĞůǇŽǁŶĞĚĂŝƌƉŽƌƚƚŽĂƉƵďůŝĐƐƉŽŶƐŽƌĂŶĚ ƉƌŽǀŝĚĞƐĨƵŶĚŝŶŐĨŽƌĂŶǇƉŽƌƚŝŽŶŽĨƚŚĞƉƵďůŝĐƐƉŽŶƐŽƌ͛ƐĂĐƋƵŝƐŝƚŝŽŶŽĨůĂŶĚ͕ƚŚŝƐůŝŵŝƚĂƚŝŽŶ ŽŶƚŚĞƵƐĞŽĨĂůůƌĞǀĞŶƵĞƐŐĞŶĞƌĂƚĞĚďǇƚŚĞƐĂůĞƐŚĂůůŶŽƚĂƉƉůǇƚŽĐĞƌƚĂŝŶƉƌŽĐĞĞĚƐĨƌŽŵ ƚŚĞƐĂůĞ͘dŚŝƐŝƐĐŽŶĚŝƚŝŽŶĞĚŽŶƌĞƉĂǇŵĞŶƚƚŽƚŚĞ^ĞĐƌĞƚĂƌǇďǇƚŚĞƉƌŝǀĂƚĞŽǁŶĞƌŽĨĂŶ ĂŵŽƵŶƚĞƋƵĂůƚŽƚŚĞƌĞŵĂŝŶŝŶŐƵŶĂŵŽƌƚŝǌĞĚƉŽƌƚŝŽŶ;ĂŵŽƌƚŝǌĞĚŽǀĞƌĂϮϬͲǇĞĂƌƉĞƌŝŽĚͿŽĨ ĂŶǇĂŝƌƉŽƌƚŝŵƉƌŽǀĞŵĞŶƚŐƌĂŶƚŵĂĚĞƚŽƚŚĞƉƌŝǀĂƚĞŽǁŶĞƌĨŽƌĂŶǇƉƵƌƉŽƐĞŽƚŚĞƌƚŚĂŶůĂŶĚ ĂĐƋƵŝƐŝƚŝŽŶŽŶŽƌĂĨƚĞƌKĐƚŽďĞƌϭ͕ϭϵϵϲ͕ƉůƵƐĂŶĂŵŽƵŶƚĞƋƵĂůƚŽƚŚĞĨĞĚĞƌĂůƐŚĂƌĞŽĨƚŚĞ ĐƵƌƌĞŶƚĨĂŝƌŵĂƌŬĞƚǀĂůƵĞŽĨĂŶǇůĂŶĚĂĐƋƵŝƌĞĚǁŝƚŚĂŶĂŝƌƉŽƌƚŝŵƉƌŽǀĞŵĞŶƚŐƌĂŶƚŵĂĚĞƚŽ ƚŚĂƚĂŝƌƉŽƌƚŽŶŽƌĂĨƚĞƌKĐƚŽďĞƌϭ͕ϭϵϵϲ͘
ϯ͘ ĞƌƚĂŝŶƌĞǀĞŶƵĞĚĞƌŝǀĞĚĨƌŽŵŽƌŐĞŶĞƌĂƚĞĚďǇŵŝŶĞƌĂůĞǆƚƌĂĐƚŝŽŶ͕ƉƌŽĚƵĐƚŝŽŶ͕ůĞĂƐĞ͕Žƌ ŽƚŚĞƌŵĞĂŶƐĂƚĂŐĞŶĞƌĂůĂǀŝĂƚŝŽŶĂŝƌƉŽƌƚ;ĂƐĚĞĨŝŶĞĚĂƚϰϵh͘^͘͘ΑϰϳϭϬϮͿ͕ŝĨƚŚĞ& ĚĞƚĞƌŵŝŶĞƐƚŚĞĂŝƌƉŽƌƚƐƉŽŶƐŽƌŵĞĞƚƐƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐƐĞƚĨŽƌƚŚŝŶ^ĞĐƚŝŽŶϴϭϯŽĨWƵďůŝĐ >ĂǁϭϭϮͲϵϱ͘
ď͘ ƐƉĂƌƚŽĨƚŚĞĂŶŶƵĂůĂƵĚŝƚƌĞƋƵŝƌĞĚƵŶĚĞƌƚŚĞ^ŝŶŐůĞƵĚŝƚĐƚŽĨϭϵϴϰ͕ƚŚĞƐƉŽŶƐŽƌǁŝůůĚŝƌĞĐƚ ƚŚĂƚƚŚĞĂƵĚŝƚǁŝůůƌĞǀŝĞǁ͕ĂŶĚƚŚĞƌĞƐƵůƚŝŶŐĂƵĚŝƚƌĞƉŽƌƚǁŝůůƉƌŽǀŝĚĞĂŶŽƉŝŶŝŽŶĐŽŶĐĞƌŶŝŶŐ͕ƚŚĞ ƵƐĞŽĨĂŝƌƉŽƌƚƌĞǀĞŶƵĞĂŶĚƚĂǆĞƐŝŶƉĂƌĂŐƌĂƉŚ;ĂͿ͕ĂŶĚŝŶĚŝĐĂƚŝŶŐǁŚĞƚŚĞƌĨƵŶĚƐƉĂŝĚŽƌ ƚƌĂŶƐĨĞƌƌĞĚƚŽƚŚĞŽǁŶĞƌŽƌŽƉĞƌĂƚŽƌĂƌĞƉĂŝĚŽƌƚƌĂŶƐĨĞƌƌĞĚŝŶĂŵĂŶŶĞƌĐŽŶƐŝƐƚĞŶƚǁŝƚŚdŝƚůĞ ϰϵ͕hŶŝƚĞĚ^ƚĂƚĞƐŽĚĞĂŶĚĂŶǇŽƚŚĞƌĂƉƉůŝĐĂďůĞƉƌŽǀŝƐŝŽŶŽĨůĂǁ͕ŝŶĐůƵĚŝŶŐĂŶǇƌĞŐƵůĂƚŝŽŶ ƉƌŽŵƵůŐĂƚĞĚďǇƚŚĞ^ĞĐƌĞƚĂƌǇŽƌĚŵŝŶŝƐƚƌĂƚŽƌ͘
Đ͘ ŶǇĐŝǀŝůƉĞŶĂůƚŝĞƐŽƌŽƚŚĞƌƐĂŶĐƚŝŽŶƐǁŝůůďĞŝŵƉŽƐĞĚĨŽƌǀŝŽůĂƚŝŽŶŽĨƚŚŝƐĂƐƐƵƌĂŶĐĞŝŶ ĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƉƌŽǀŝƐŝŽŶƐŽĨϰϵh͘^͘͘ΑϰϳϭϬϳ͘
Ϯϲ͘ ZĞƉŽƌƚƐĂŶĚ/ŶƐƉĞĐƚŝŽŶƐ͘
/ƚǁŝůů͗
Ă͘ ƐƵďŵŝƚƚŽƚŚĞ^ĞĐƌĞƚĂƌǇƐƵĐŚĂŶŶƵĂůŽƌƐƉĞĐŝĂůĨŝŶĂŶĐŝĂůĂŶĚŽƉĞƌĂƚŝŽŶƐƌĞƉŽƌƚƐĂƐƚŚĞ^ĞĐƌĞƚĂƌǇ ŵĂǇƌĞĂƐŽŶĂďůǇƌĞƋƵĞƐƚĂŶĚŵĂŬĞƐƵĐŚƌĞƉŽƌƚƐĂǀĂŝůĂďůĞƚŽƚŚĞƉƵďůŝĐ͖ŵĂŬĞĂǀĂŝůĂďůĞƚŽƚŚĞ

EXHIBIT B

ŝ ƌ Ɖ Ž ƌ ƚ ^ Ɖ Ž Ŷ Ɛ Ž ƌ Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ ϱ ͬ Ϯ Ϭ Ϯ Ϯ WĂŐĞϭϯŽĨϭϵ
ƉƵďůŝĐĂƚƌĞĂƐŽŶĂďůĞƚŝŵĞƐĂŶĚƉůĂĐĞƐĂƌĞƉŽƌƚŽĨƚŚĞĂŝƌƉŽƌƚďƵĚŐĞƚŝŶĂĨŽƌŵĂƚƉƌĞƐĐƌŝďĞĚďǇ ƚŚĞ^ĞĐƌĞƚĂƌǇ͖
ď͘ ĨŽƌĂŝƌƉŽƌƚĚĞǀĞůŽƉŵĞŶƚƉƌŽũĞĐƚƐ͕ŵĂŬĞƚŚĞĂŝƌƉŽƌƚĂŶĚĂůůĂŝƌƉŽƌƚƌĞĐŽƌĚƐĂŶĚĚŽĐƵŵĞŶƚƐ ĂĨĨĞĐƚŝŶŐƚŚĞĂŝƌƉŽƌƚ͕ŝŶĐůƵĚŝŶŐĚĞĞĚƐ͕ůĞĂƐĞƐ͕ŽƉĞƌĂƚŝŽŶĂŶĚƵƐĞĂŐƌĞĞŵĞŶƚƐ͕ƌĞŐƵůĂƚŝŽŶƐĂŶĚ ŽƚŚĞƌŝŶƐƚƌƵŵĞŶƚƐ͕ĂǀĂŝůĂďůĞĨŽƌŝŶƐƉĞĐƚŝŽŶďǇĂŶǇĚƵůǇĂƵƚŚŽƌŝǌĞĚĂŐĞŶƚŽĨƚŚĞ^ĞĐƌĞƚĂƌǇƵƉŽŶ ƌĞĂƐŽŶĂďůĞƌĞƋƵĞƐƚ͖
Đ͘ ĨŽƌŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚǇƉƌŽŐƌĂŵƉƌŽũĞĐƚƐ͕ŵĂŬĞƌĞĐŽƌĚƐĂŶĚĚŽĐƵŵĞŶƚƐƌĞůĂƚŝŶŐƚŽƚŚĞƉƌŽũĞĐƚ ĂŶĚĐŽŶƚŝŶƵĞĚĐŽŵƉůŝĂŶĐĞǁŝƚŚƚŚĞƚĞƌŵƐ͕ĐŽŶĚŝƚŝŽŶƐ͕ĂŶĚĂƐƐƵƌĂŶĐĞƐŽĨƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚ ŝŶĐůƵĚŝŶŐĚĞĞĚƐ͕ůĞĂƐĞƐ͕ĂŐƌĞĞŵĞŶƚƐ͕ƌĞŐƵůĂƚŝŽŶƐ͕ĂŶĚŽƚŚĞƌŝŶƐƚƌƵŵĞŶƚƐ͕ĂǀĂŝůĂďůĞĨŽƌ ŝŶƐƉĞĐƚŝŽŶďǇĂŶǇĚƵůǇĂƵƚŚŽƌŝǌĞĚĂŐĞŶƚŽĨƚŚĞ^ĞĐƌĞƚĂƌǇƵƉŽŶƌĞĂƐŽŶĂďůĞƌĞƋƵĞƐƚ͖ĂŶĚ Ě͘ ŝŶĂĨŽƌŵĂƚĂŶĚƚŝŵĞƉƌĞƐĐƌŝďĞĚďǇƚŚĞ^ĞĐƌĞƚĂƌǇ͕ƉƌŽǀŝĚĞƚŽƚŚĞ^ĞĐƌĞƚĂƌǇĂŶĚŵĂŬĞĂǀĂŝůĂďůĞ ƚŽƚŚĞƉƵďůŝĐĨŽůůŽǁŝŶŐĞĂĐŚŽĨŝƚƐĨŝƐĐĂůǇĞĂƌƐ͕ĂŶĂŶŶƵĂůƌĞƉŽƌƚůŝƐƚŝŶŐŝŶĚĞƚĂŝů͗ ϭ͘ ĂůůĂŵŽƵŶƚƐƉĂŝĚďǇƚŚĞĂŝƌƉŽƌƚƚŽĂŶǇŽƚŚĞƌƵŶŝƚŽĨŐŽǀĞƌŶŵĞŶƚĂŶĚƚŚĞƉƵƌƉŽƐĞƐĨŽƌ ǁŚŝĐŚĞĂĐŚƐƵĐŚƉĂǇŵĞŶƚǁĂƐŵĂĚĞ͖ĂŶĚ
Ϯ͘ ĂůůƐĞƌǀŝĐĞƐĂŶĚƉƌŽƉĞƌƚǇƉƌŽǀŝĚĞĚďǇƚŚĞĂŝƌƉŽƌƚƚŽŽƚŚĞƌƵŶŝƚƐŽĨŐŽǀĞƌŶŵĞŶƚĂŶĚƚŚĞ ĂŵŽƵŶƚŽĨĐŽŵƉĞŶƐĂƚŝŽŶƌĞĐĞŝǀĞĚĨŽƌƉƌŽǀŝƐŝŽŶŽĨĞĂĐŚƐƵĐŚƐĞƌǀŝĐĞĂŶĚƉƌŽƉĞƌƚǇ͘ Ϯϳ͘ hƐĞďǇ'ŽǀĞƌŶŵĞŶƚŝƌĐƌĂĨƚ͘
/ƚǁŝůůŵĂŬĞĂǀĂŝůĂďůĞĂůůŽĨƚŚĞĨĂĐŝůŝƚŝĞƐŽĨƚŚĞĂŝƌƉŽƌƚĚĞǀĞůŽƉĞĚǁŝƚŚ&ĞĚĞƌĂůĨŝŶĂŶĐŝĂůĂƐƐŝƐƚĂŶĐĞ ĂŶĚĂůůƚŚŽƐĞƵƐĂďůĞĨŽƌůĂŶĚŝŶŐĂŶĚƚĂŬĞŽĨĨŽĨĂŝƌĐƌĂĨƚƚŽƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐĨŽƌƵƐĞďǇ'ŽǀĞƌŶŵĞŶƚ ĂŝƌĐƌĂĨƚŝŶĐŽŵŵŽŶǁŝƚŚŽƚŚĞƌĂŝƌĐƌĂĨƚĂƚĂůůƚŝŵĞƐǁŝƚŚŽƵƚĐŚĂƌŐĞ͕ĞǆĐĞƉƚ͕ŝĨƚŚĞƵƐĞďǇ'ŽǀĞƌŶŵĞŶƚ ĂŝƌĐƌĂĨƚŝƐƐƵďƐƚĂŶƚŝĂů͕ĐŚĂƌŐĞŵĂǇďĞŵĂĚĞĨŽƌĂƌĞĂƐŽŶĂďůĞƐŚĂƌĞ͕ƉƌŽƉŽƌƚŝŽŶĂůƚŽƐƵĐŚƵƐĞ͕ĨŽƌƚŚĞ ĐŽƐƚŽĨŽƉĞƌĂƚŝŶŐĂŶĚŵĂŝŶƚĂŝŶŝŶŐƚŚĞĨĂĐŝůŝƚŝĞƐƵƐĞĚ͘hŶůĞƐƐŽƚŚĞƌǁŝƐĞĚĞƚĞƌŵŝŶĞĚďǇƚŚĞ^ĞĐƌĞƚĂƌǇ͕ ŽƌŽƚŚĞƌǁŝƐĞĂŐƌĞĞĚƚŽďǇƚŚĞƐƉŽŶƐŽƌĂŶĚƚŚĞƵƐŝŶŐĂŐĞŶĐǇ͕ƐƵďƐƚĂŶƚŝĂůƵƐĞŽĨĂŶĂŝƌƉŽƌƚďǇ 'ŽǀĞƌŶŵĞŶƚĂŝƌĐƌĂĨƚǁŝůůďĞĐŽŶƐŝĚĞƌĞĚƚŽĞǆŝƐƚǁŚĞŶŽƉĞƌĂƚŝŽŶƐŽĨƐƵĐŚĂŝƌĐƌĂĨƚĂƌĞŝŶĞǆĐĞƐƐŽĨ ƚŚŽƐĞǁŚŝĐŚ͕ŝŶƚŚĞŽƉŝŶŝŽŶŽĨƚŚĞ^ĞĐƌĞƚĂƌǇ͕ǁŽƵůĚƵŶĚƵůǇŝŶƚĞƌĨĞƌĞǁŝƚŚƵƐĞŽĨƚŚĞůĂŶĚŝŶŐĂƌĞĂƐ ďǇŽƚŚĞƌĂƵƚŚŽƌŝǌĞĚĂŝƌĐƌĂĨƚ͕ŽƌĚƵƌŝŶŐĂŶǇĐĂůĞŶĚĂƌŵŽŶƚŚƚŚĂƚ͗ Ă͘ &ŝǀĞ;ϱͿŽƌŵŽƌĞ'ŽǀĞƌŶŵĞŶƚĂŝƌĐƌĂĨƚĂƌĞƌĞŐƵůĂƌůǇďĂƐĞĚĂƚƚŚĞĂŝƌƉŽƌƚŽƌŽŶůĂŶĚĂĚũĂĐĞŶƚ ƚŚĞƌĞƚŽ͖Žƌ
ď͘ dŚĞƚŽƚĂůŶƵŵďĞƌŽĨŵŽǀĞŵĞŶƚƐ;ĐŽƵŶƚŝŶŐĞĂĐŚůĂŶĚŝŶŐĂƐĂŵŽǀĞŵĞŶƚͿŽĨ'ŽǀĞƌŶŵĞŶƚ ĂŝƌĐƌĂĨƚŝƐϯϬϬŽƌŵŽƌĞ͕ŽƌƚŚĞŐƌŽƐƐĂĐĐƵŵƵůĂƚŝǀĞǁĞŝŐŚƚŽĨ'ŽǀĞƌŶŵĞŶƚĂŝƌĐƌĂĨƚƵƐŝŶŐƚŚĞ ĂŝƌƉŽƌƚ;ƚŚĞƚŽƚĂůŵŽǀĞŵĞŶƚŽĨ'ŽǀĞƌŶŵĞŶƚĂŝƌĐƌĂĨƚŵƵůƚŝƉůŝĞĚďǇŐƌŽƐƐǁĞŝŐŚƚƐŽĨƐƵĐŚ ĂŝƌĐƌĂĨƚͿŝƐŝŶĞǆĐĞƐƐŽĨĨŝǀĞŵŝůůŝŽŶƉŽƵŶĚƐ͘
Ϯϴ͘ >ĂŶĚĨŽƌ&ĞĚĞƌĂů&ĂĐŝůŝƚŝĞƐ͘
/ƚǁŝůůĨƵƌŶŝƐŚǁŝƚŚŽƵƚĐŽƐƚƚŽƚŚĞ&ĞĚĞƌĂů'ŽǀĞƌŶŵĞŶƚĨŽƌƵƐĞŝŶĐŽŶŶĞĐƚŝŽŶǁŝƚŚĂŶǇĂŝƌƚƌĂĨĨŝĐ ĐŽŶƚƌŽůŽƌĂŝƌŶĂǀŝŐĂƚŝŽŶĂĐƚŝǀŝƚŝĞƐ͕ŽƌǁĞĂƚŚĞƌͲƌĞƉŽƌƚŝŶŐĂŶĚĐŽŵŵƵŶŝĐĂƚŝŽŶĂĐƚŝǀŝƚŝĞƐƌĞůĂƚĞĚƚŽĂŝƌ ƚƌĂĨĨŝĐĐŽŶƚƌŽů͕ĂŶǇĂƌĞĂƐŽĨůĂŶĚŽƌǁĂƚĞƌ͕ŽƌĞƐƚĂƚĞƚŚĞƌĞŝŶĂƐƚŚĞ^ĞĐƌĞƚĂƌǇĐŽŶƐŝĚĞƌƐŶĞĐĞƐƐĂƌǇŽƌ ĚĞƐŝƌĂďůĞĨŽƌĐŽŶƐƚƌƵĐƚŝŽŶ͕ŽƉĞƌĂƚŝŽŶ͕ĂŶĚŵĂŝŶƚĞŶĂŶĐĞĂƚ&ĞĚĞƌĂůĞǆƉĞŶƐĞŽĨƐƉĂĐĞŽƌĨĂĐŝůŝƚŝĞƐĨŽƌ ƐƵĐŚƉƵƌƉŽƐĞƐ͘^ƵĐŚĂƌĞĂƐŽƌĂŶǇƉŽƌƚŝŽŶƚŚĞƌĞŽĨǁŝůůďĞŵĂĚĞĂǀĂŝůĂďůĞĂƐƉƌŽǀŝĚĞĚŚĞƌĞŝŶǁŝƚŚŝŶ ĨŽƵƌŵŽŶƚŚƐĂĨƚĞƌƌĞĐĞŝƉƚŽĨĂǁƌŝƚƚĞŶƌĞƋƵĞƐƚĨƌŽŵƚŚĞ^ĞĐƌĞƚĂƌǇ͘

EXHIBIT B

ŝ ƌ Ɖ Ž ƌ ƚ ^ Ɖ Ž Ŷ Ɛ Ž ƌ Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ ϱ ͬ Ϯ Ϭ Ϯ Ϯ WĂŐĞϭϰŽĨϭϵ
Ϯϵ͘ ŝƌƉŽƌƚ>ĂǇŽƵƚWůĂŶ͘
Ă͘ ^ƵďũĞĐƚƚŽƚŚĞ&ZĞĂƵƚŚŽƌŝǌĂƚŝŽŶĐƚŽĨϮϬϭϴ͕WƵďůŝĐ>ĂǁϭϭϱͲϮϱϰ͕^ĞĐƚŝŽŶϭϲϯ͕ŝƚǁŝůůŬĞĞƉƵƉ ƚŽĚĂƚĞĂƚĂůůƚŝŵĞƐĂŶĂŝƌƉŽƌƚůĂǇŽƵƚƉůĂŶŽĨƚŚĞĂŝƌƉŽƌƚƐŚŽǁŝŶŐ͗ ϭ͘ ďŽƵŶĚĂƌŝĞƐŽĨƚŚĞĂŝƌƉŽƌƚĂŶĚĂůůƉƌŽƉŽƐĞĚĂĚĚŝƚŝŽŶƐƚŚĞƌĞƚŽ͕ƚŽŐĞƚŚĞƌǁŝƚŚƚŚĞďŽƵŶĚĂƌŝĞƐ ŽĨĂůůŽĨĨƐŝƚĞĂƌĞĂƐŽǁŶĞĚŽƌĐŽŶƚƌŽůůĞĚďǇƚŚĞƐƉŽŶƐŽƌĨŽƌĂŝƌƉŽƌƚƉƵƌƉŽƐĞƐĂŶĚƉƌŽƉŽƐĞĚ ĂĚĚŝƚŝŽŶƐƚŚĞƌĞƚŽ͖
Ϯ͘ ƚŚĞůŽĐĂƚŝŽŶĂŶĚŶĂƚƵƌĞŽĨĂůůĞǆŝƐƚŝŶŐĂŶĚƉƌŽƉŽƐĞĚĂŝƌƉŽƌƚĨĂĐŝůŝƚŝĞƐĂŶĚƐƚƌƵĐƚƵƌĞƐ;ƐƵĐŚ ĂƐƌƵŶǁĂǇƐ͕ƚĂǆŝǁĂǇƐ͕ĂƉƌŽŶƐ͕ƚĞƌŵŝŶĂůďƵŝůĚŝŶŐƐ͕ŚĂŶŐĂƌƐĂŶĚƌŽĂĚƐͿ͕ŝŶĐůƵĚŝŶŐĂůů ƉƌŽƉŽƐĞĚĞǆƚĞŶƐŝŽŶƐĂŶĚƌĞĚƵĐƚŝŽŶƐŽĨĞǆŝƐƚŝŶŐĂŝƌƉŽƌƚĨĂĐŝůŝƚŝĞƐ͖ ϯ͘ ƚŚĞůŽĐĂƚŝŽŶŽĨĂůůĞǆŝƐƚŝŶŐĂŶĚƉƌŽƉŽƐĞĚŶŽŶͲĂǀŝĂƚŝŽŶĂƌĞĂƐĂŶĚŽĨĂůůĞǆŝƐƚŝŶŐ ŝŵƉƌŽǀĞŵĞŶƚƐƚŚĞƌĞŽŶ͖ĂŶĚ
ϰ͘ ĂůůƉƌŽƉŽƐĞĚĂŶĚĞǆŝƐƚŝŶŐĂĐĐĞƐƐƉŽŝŶƚƐƵƐĞĚƚŽƚĂǆŝĂŝƌĐƌĂĨƚĂĐƌŽƐƐƚŚĞĂŝƌƉŽƌƚ͛ƐƉƌŽƉĞƌƚǇ ďŽƵŶĚĂƌǇ͘
^ƵĐŚĂŝƌƉŽƌƚůĂǇŽƵƚƉůĂŶƐĂŶĚĞĂĐŚĂŵĞŶĚŵĞŶƚ͕ƌĞǀŝƐŝŽŶ͕ŽƌŵŽĚŝĨŝĐĂƚŝŽŶƚŚĞƌĞŽĨ͕ƐŚĂůůďĞ ƐƵďũĞĐƚƚŽƚŚĞĂƉƉƌŽǀĂůŽĨƚŚĞ^ĞĐƌĞƚĂƌǇǁŚŝĐŚĂƉƉƌŽǀĂůƐŚĂůůďĞĞǀŝĚĞŶĐĞĚďǇƚŚĞƐŝŐŶĂƚƵƌĞŽĨ ĂĚƵůǇĂƵƚŚŽƌŝǌĞĚƌĞƉƌĞƐĞŶƚĂƚŝǀĞŽĨƚŚĞ^ĞĐƌĞƚĂƌǇŽŶƚŚĞĨĂĐĞŽĨƚŚĞĂŝƌƉŽƌƚůĂǇŽƵƚƉůĂŶ͘dŚĞ ƐƉŽŶƐŽƌǁŝůůŶŽƚŵĂŬĞŽƌƉĞƌŵŝƚĂŶǇĐŚĂŶŐĞƐŽƌĂůƚĞƌĂƚŝŽŶƐŝŶƚŚĞĂŝƌƉŽƌƚŽƌĂŶǇŽĨŝƚƐĨĂĐŝůŝƚŝĞƐ ǁŚŝĐŚĂƌĞŶŽƚŝŶĐŽŶĨŽƌŵŝƚǇǁŝƚŚƚŚĞĂŝƌƉŽƌƚůĂǇŽƵƚƉůĂŶĂƐĂƉƉƌŽǀĞĚďǇƚŚĞ^ĞĐƌĞƚĂƌǇĂŶĚ ǁŚŝĐŚŵŝŐŚƚ͕ŝŶƚŚĞŽƉŝŶŝŽŶŽĨƚŚĞ^ĞĐƌĞƚĂƌǇ͕ĂĚǀĞƌƐĞůǇĂĨĨĞĐƚƚŚĞƐĂĨĞƚǇ͕ƵƚŝůŝƚǇŽƌĞĨĨŝĐŝĞŶĐǇŽĨ ƚŚĞĂŝƌƉŽƌƚ͘
ď͘ ^ƵďũĞĐƚƚŽƚŚĞ&ZĞĂƵƚŚŽƌŝǌĂƚŝŽŶĐƚŽĨϮϬϭϴ͕WƵďůŝĐ>ĂǁϭϭϱͲϮϱϰ͕^ĞĐƚŝŽŶϭϲϯ͕ŝĨĂĐŚĂŶŐĞŽƌ ĂůƚĞƌĂƚŝŽŶŝŶƚŚĞĂŝƌƉŽƌƚŽƌƚŚĞĨĂĐŝůŝƚŝĞƐŝƐŵĂĚĞǁŚŝĐŚƚŚĞ^ĞĐƌĞƚĂƌǇĚĞƚĞƌŵŝŶĞƐĂĚǀĞƌƐĞůǇ ĂĨĨĞĐƚƐƚŚĞƐĂĨĞƚǇ͕ƵƚŝůŝƚǇ͕ŽƌĞĨĨŝĐŝĞŶĐǇŽĨĂŶǇĨĞĚĞƌĂůůǇŽǁŶĞĚ͕ůĞĂƐĞĚ͕ŽƌĨƵŶĚĞĚƉƌŽƉĞƌƚǇŽŶŽƌ ŽĨĨƚŚĞĂŝƌƉŽƌƚĂŶĚǁŚŝĐŚŝƐŶŽƚŝŶĐŽŶĨŽƌŵŝƚǇǁŝƚŚƚŚĞĂŝƌƉŽƌƚůĂǇŽƵƚƉůĂŶĂƐĂƉƉƌŽǀĞĚďǇƚŚĞ ^ĞĐƌĞƚĂƌǇ͕ƚŚĞŽǁŶĞƌŽƌŽƉĞƌĂƚŽƌǁŝůů͕ŝĨƌĞƋƵĞƐƚĞĚ͕ďǇƚŚĞ^ĞĐƌĞƚĂƌǇ͗ ϭ͘ ĞůŝŵŝŶĂƚĞƐƵĐŚĂĚǀĞƌƐĞĞĨĨĞĐƚŝŶĂŵĂŶŶĞƌĂƉƉƌŽǀĞĚďǇƚŚĞ^ĞĐƌĞƚĂƌǇ͖Žƌ Ϯ͘ ďĞĂƌĂůůĐŽƐƚƐŽĨƌĞůŽĐĂƚŝŶŐƐƵĐŚƉƌŽƉĞƌƚǇ;ŽƌƌĞƉůĂĐĞŵĞŶƚƚŚĞƌĞŽĨͿƚŽĂƐŝƚĞĂĐĐĞƉƚĂďůĞƚŽ ƚŚĞ^ĞĐƌĞƚĂƌǇĂŶĚĂůůĐŽƐƚƐŽĨƌĞƐƚŽƌŝŶŐƐƵĐŚƉƌŽƉĞƌƚǇ;ŽƌƌĞƉůĂĐĞŵĞŶƚƚŚĞƌĞŽĨͿƚŽƚŚĞůĞǀĞů ŽĨƐĂĨĞƚǇ͕ƵƚŝůŝƚǇ͕ĞĨĨŝĐŝĞŶĐǇ͕ĂŶĚĐŽƐƚŽĨŽƉĞƌĂƚŝŽŶĞǆŝƐƚŝŶŐďĞĨŽƌĞƚŚĞƵŶĂƉƉƌŽǀĞĚĐŚĂŶŐĞŝŶ ƚŚĞĂŝƌƉŽƌƚŽƌŝƚƐĨĂĐŝůŝƚŝĞƐĞǆĐĞƉƚŝŶƚŚĞĐĂƐĞŽĨĂƌĞůŽĐĂƚŝŽŶŽƌƌĞƉůĂĐĞŵĞŶƚŽĨĂŶĞǆŝƐƚŝŶŐ ĂŝƌƉŽƌƚĨĂĐŝůŝƚǇĚƵĞƚŽĂĐŚĂŶŐĞŝŶƚŚĞ^ĞĐƌĞƚĂƌǇ͛ƐĚĞƐŝŐŶƐƚĂŶĚĂƌĚƐďĞǇŽŶĚƚŚĞĐŽŶƚƌŽůŽĨ ƚŚĞĂŝƌƉŽƌƚƐƉŽŶƐŽƌ͘
ϯϬ͘ ŝǀŝůZŝŐŚƚƐ͘
/ƚǁŝůůƉƌŽŵƉƚůǇƚĂŬĞĂŶǇŵĞĂƐƵƌĞƐŶĞĐĞƐƐĂƌǇƚŽĞŶƐƵƌĞƚŚĂƚŶŽƉĞƌƐŽŶŝŶƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐƐŚĂůů͕ŽŶ ƚŚĞŐƌŽƵŶĚƐŽĨƌĂĐĞ͕ĐŽůŽƌ͕ĂŶĚŶĂƚŝŽŶĂůŽƌŝŐŝŶ;ŝŶĐůƵĚŝŶŐůŝŵŝƚĞĚ ŶŐůŝƐŚƉƌŽĨŝĐŝĞŶĐǇͿŝŶĂĐĐŽƌĚĂŶĐĞ
ǁŝƚŚƚŚĞƉƌŽǀŝƐŝŽŶƐŽĨdŝƚůĞs/ŽĨƚŚĞŝǀŝůZŝŐŚƚƐĐƚŽĨϭϵϲϰ;ϳϴ^ƚĂƚ͘ϮϱϮ͕ϰϮh͘^͘͘ΑΑϮϬϬϬĚƚŽ ϮϬϬϬĚͲϰͿ͖ĐƌĞĞĚĂŶĚƐĞǆ;ŝŶĐůƵĚŝŶŐƐĞǆƵĂůŽƌŝĞŶƚĂƚŝŽŶĂŶĚŐĞŶĚĞƌŝĚĞŶƚŝƚǇͿƉĞƌϰϵh͘^͘͘ΑϰϳϭϮϯ ĂŶĚƌĞůĂƚĞĚƌĞƋƵŝƌĞŵĞŶƚƐ͖ĂŐĞƉĞƌƚŚĞŐĞŝƐĐƌŝŵŝŶĂƚŝŽŶĐƚŽĨϭϵϳϱĂŶĚƌĞůĂƚĞĚƌĞƋƵŝƌĞŵĞŶƚƐ͖Žƌ ĚŝƐĂďŝůŝƚǇƉĞƌƚŚĞŵĞƌŝĐĂŶƐǁŝƚŚŝƐĂďŝůŝƚŝĞƐĐƚŽĨϭϵϵϬĂŶĚƌĞůĂƚĞĚƌĞƋƵŝƌĞŵĞŶƚƐ͕ďĞĞǆĐůƵĚĞĚ ĨƌŽŵƉĂƌƚŝĐŝƉĂƚŝŽŶŝŶ͕ďĞĚĞŶŝĞĚƚŚĞďĞŶĞĨŝƚƐŽĨ͕ŽƌďĞŽƚŚĞƌǁŝƐĞƐƵďũĞĐƚĞĚƚŽĚŝƐĐƌŝŵŝŶĂƚŝŽŶŝŶĂŶǇ ƉƌŽŐƌĂŵĂŶĚĂĐƚŝǀŝƚǇĐŽŶĚƵĐƚĞĚǁŝƚŚ͕ŽƌďĞŶĞĨŝƚŝŶŐĨƌŽŵ͕ĨƵŶĚƐƌĞĐĞŝǀĞĚĨƌŽŵƚŚŝƐ'ƌĂŶƚ͘

EXHIBIT B

ŝ ƌ Ɖ Ž ƌ ƚ ^ Ɖ Ž Ŷ Ɛ Ž ƌ Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ ϱ ͬ Ϯ Ϭ Ϯ Ϯ WĂŐĞϭϱŽĨϭϵ
Ă͘ hƐŝŶŐƚŚĞĚĞĨŝŶŝƚŝŽŶƐŽĨĂĐƚŝǀŝƚǇ͕ĨĂĐŝůŝƚǇ͕ĂŶĚƉƌŽŐƌĂŵĂƐĨŽƵŶĚĂŶĚĚĞĨŝŶĞĚŝŶϰϵ&Z ΑΑϮϭ͘Ϯϯ;ďͿĂŶĚϮϭ͘Ϯϯ;ĞͿ͕ƚŚĞƐƉŽŶƐŽƌǁŝůůĨĂĐŝůŝƚĂƚĞĂůůƉƌŽŐƌĂŵƐ͕ŽƉĞƌĂƚĞĂůůĨĂĐŝůŝƚŝĞƐ͕Žƌ ĐŽŶĚƵĐƚĂůůƉƌŽŐƌĂŵƐŝŶĐŽŵƉůŝĂŶĐĞǁŝƚŚĂůůŶŽŶͲĚŝƐĐƌŝŵŝŶĂƚŝŽŶƌĞƋƵŝƌĞŵĞŶƚƐŝŵƉŽƐĞĚďǇŽƌ ƉƵƌƐƵĂŶƚƚŽƚŚĞƐĞĂƐƐƵƌĂŶĐĞƐ͘
ď͘ ƉƉůŝĐĂďŝůŝƚǇ
ϭ͘ WƌŽŐƌĂŵƐĂŶĚĐƚŝǀŝƚŝĞƐ͘/ĨƚŚĞƐƉŽŶƐŽƌŚĂƐƌĞĐĞŝǀĞĚĂŐƌĂŶƚ;ŽƌŽƚŚĞƌĨĞĚĞƌĂůĂƐƐŝƐƚĂŶĐĞͿ ĨŽƌĂŶǇŽĨƚŚĞƐƉŽŶƐŽƌ͛ƐƉƌŽŐƌĂŵŽƌĂĐƚŝǀŝƚŝĞƐ͕ƚŚĞƐĞƌĞƋƵŝƌĞŵĞŶƚƐĞǆƚĞŶĚƚŽĂůůŽĨƚŚĞ ƐƉŽŶƐŽƌ͛ƐƉƌŽŐƌĂŵƐĂŶĚĂĐƚŝǀŝƚŝĞƐ͘
Ϯ͘ &ĂĐŝůŝƚŝĞƐ͘tŚĞƌĞŝƚƌĞĐĞŝǀĞƐĂŐƌĂŶƚŽƌŽƚŚĞƌĨĞĚĞƌĂůĨŝŶĂŶĐŝĂůĂƐƐŝƐƚĂŶĐĞƚŽĐŽŶƐƚƌƵĐƚ͕ ĞǆƉĂŶĚ͕ƌĞŶŽǀĂƚĞ͕ƌĞŵŽĚĞů͕ĂůƚĞƌ͕ŽƌĂĐƋƵŝƌĞĂĨĂĐŝůŝƚǇ͕ŽƌƉĂƌƚŽĨĂĨĂĐŝůŝƚǇ͕ƚŚĞĂƐƐƵƌĂŶĐĞ ĞǆƚĞŶĚƐƚŽƚŚĞĞŶƚŝƌĞĨĂĐŝůŝƚǇĂŶĚĨĂĐŝůŝƚŝĞƐŽƉĞƌĂƚĞĚŝŶĐŽŶŶĞĐƚŝŽŶƚŚĞƌĞǁŝƚŚ͘ ϯ͘ ZĞĂůWƌŽƉĞƌƚǇ͘tŚĞƌĞƚŚĞƐƉŽŶƐŽƌƌĞĐĞŝǀĞƐĂŐƌĂŶƚŽƌŽƚŚĞƌ&ĞĚĞƌĂůĨŝŶĂŶĐŝĂůĂƐƐŝƐƚĂŶĐĞŝŶ ƚŚĞĨŽƌŵŽĨ͕ŽƌĨŽƌƚŚĞĂĐƋƵŝƐŝƚŝŽŶŽĨƌĞĂůƉƌŽƉĞƌƚǇŽƌĂŶŝŶƚĞƌĞƐƚŝŶƌĞĂůƉƌŽƉĞƌƚǇ͕ƚŚĞ ĂƐƐƵƌĂŶĐĞǁŝůůĞǆƚĞŶĚƚŽƌŝŐŚƚƐƚŽƐƉĂĐĞŽŶ͕ŽǀĞƌ͕ŽƌƵŶĚĞƌƐƵĐŚƉƌŽƉĞƌƚǇ͘ Đ͘ ƵƌĂƚŝŽŶ͘
dŚĞƐƉŽŶƐŽƌĂŐƌĞĞƐƚŚĂƚŝƚŝƐŽďůŝŐĂƚĞĚƚŽƚŚŝƐĂƐƐƵƌĂŶĐĞĨŽƌƚŚĞƉĞƌŝŽĚĚƵƌŝŶŐǁŚŝĐŚ&ĞĚĞƌĂů ĨŝŶĂŶĐŝĂůĂƐƐŝƐƚĂŶĐĞŝƐĞǆƚĞŶĚĞĚƚŽƚŚĞƉƌŽŐƌĂŵ͕ĞǆĐĞƉƚǁŚĞƌĞƚŚĞ&ĞĚĞƌĂůĨŝŶĂŶĐŝĂůĂƐƐŝƐƚĂŶĐĞŝƐ ƚŽƉƌŽǀŝĚĞ͕ŽƌŝƐŝŶƚŚĞĨŽƌŵŽĨ͕ƉĞƌƐŽŶĂůƉƌŽƉĞƌƚǇ͕ŽƌƌĞĂůƉƌŽƉĞƌƚǇ͕ŽƌŝŶƚĞƌĞƐƚƚŚĞƌĞŝŶ͕Žƌ ƐƚƌƵĐƚƵƌĞƐŽƌŝŵƉƌŽǀĞŵĞŶƚƐƚŚĞƌĞŽŶ͕ŝŶǁŚŝĐŚĐĂƐĞƚŚĞĂƐƐƵƌĂŶĐĞŽďůŝŐĂƚĞƐƚŚĞƐƉŽŶƐŽƌ͕ŽƌĂŶǇ ƚƌĂŶƐĨĞƌĞĞĨŽƌƚŚĞůŽŶŐĞƌŽĨƚŚĞĨŽůůŽǁŝŶŐƉĞƌŝŽĚƐ͗
ϭ͘ ^ŽůŽŶŐĂƐƚŚĞĂŝƌƉŽƌƚŝƐƵƐĞĚĂƐĂŶĂŝƌƉŽƌƚ͕ŽƌĨŽƌĂŶŽƚŚĞƌƉƵƌƉŽƐĞŝŶǀŽůǀŝŶŐƚŚĞƉƌŽǀŝƐŝŽŶ ŽĨƐŝŵŝůĂƌƐĞƌǀŝĐĞƐŽƌďĞŶĞĨŝƚƐ͖Žƌ
Ϯ͘ ^ŽůŽŶŐĂƐƚŚĞƐƉŽŶƐŽƌƌĞƚĂŝŶƐŽǁŶĞƌƐŚŝƉŽƌƉŽƐƐĞƐƐŝŽŶŽĨƚŚĞƉƌŽƉĞƌƚǇ͘ Ě͘ ZĞƋƵŝƌĞĚ^ŽůŝĐŝƚĂƚŝŽŶ>ĂŶŐƵĂŐĞ͘/ƚǁŝůůŝŶĐůƵĚĞƚŚĞĨŽůůŽǁŝŶŐŶŽƚŝĨŝĐĂƚŝŽŶŝŶĂůůƐŽůŝĐŝƚĂƚŝŽŶƐĨŽƌ ďŝĚƐ͕ZĞƋƵĞƐƚƐ&ŽƌWƌŽƉŽƐĂůƐĨŽƌǁŽƌŬ͕ŽƌŵĂƚĞƌŝĂůƵŶĚĞƌƚŚŝƐ'ƌĂŶƚŐƌĞĞŵĞŶƚĂŶĚŝŶĂůů ƉƌŽƉŽƐĂůƐĨŽƌĂŐƌĞĞŵĞŶƚƐ͕ŝŶĐůƵĚŝŶŐĂŝƌƉŽƌƚĐŽŶĐĞƐƐŝŽŶƐ͕ƌĞŐĂƌĚůĞƐƐŽĨĨƵŶĚŝŶŐƐŽƵƌĐĞ͗ ͞dŚĞ;΀^ĞůĞĐƚŝŽŶƌŝƚĞƌŝĂ͗^ƉŽŶƐŽƌEĂŵĞ΁Ϳ͕ŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƉƌŽǀŝƐŝŽŶƐŽĨdŝƚůĞs/ŽĨƚŚĞ ŝǀŝůZŝŐŚƚƐĐƚŽĨϭϵϲϰ;ϳϴ^ƚĂƚ͘ϮϱϮ͕ϰϮh͘^͘͘ΑΑϮϬϬϬĚƚŽϮϬϬϬĚͲϰͿĂŶĚƚŚĞZĞŐƵůĂƚŝŽŶƐ͕ ŚĞƌĞďǇŶŽƚŝĨŝĞƐĂůůďŝĚĚĞƌƐŽƌŽĨĨĞƌŽƌƐƚŚĂƚŝƚǁŝůůĂĨĨŝƌŵĂƚŝǀĞůǇĞŶƐƵƌĞƚŚĂƚĨŽƌĂŶǇĐŽŶƚƌĂĐƚ ĞŶƚĞƌĞĚŝŶƚŽƉƵƌƐƵĂŶƚƚŽƚŚŝƐĂĚǀĞƌƚŝƐĞŵĞŶƚ͕΀ƐĞůĞĐƚďƵƐŝŶĞƐƐĞƐ͕ŽƌĚŝƐĂĚǀĂŶƚĂŐĞĚďƵƐŝŶĞƐƐ ĞŶƚĞƌƉƌŝƐĞƐŽƌĂŝƌƉŽƌƚĐŽŶĐĞƐƐŝŽŶĚŝƐĂĚǀĂŶƚĂŐĞĚďƵƐŝŶĞƐƐĞŶƚĞƌƉƌŝƐĞƐ΁ǁŝůůďĞĂĨĨŽƌĚĞĚĨƵůůĂŶĚ ĨĂŝƌŽƉƉŽƌƚƵŶŝƚǇƚŽƐƵďŵŝƚďŝĚƐŝŶƌĞƐƉŽŶƐĞƚŽƚŚŝƐŝŶǀŝƚĂƚŝŽŶĂŶĚŶŽďƵƐŝŶĞƐƐĞƐǁŝůůďĞ ĚŝƐĐƌŝŵŝŶĂƚĞĚĂŐĂŝŶƐƚŽŶƚŚĞŐƌŽƵŶĚƐŽĨƌĂĐĞ͕ĐŽůŽƌ͕ŶĂƚŝŽŶĂůŽƌŝŐŝŶ;ŝŶĐůƵĚŝŶŐůŝŵŝƚĞĚ ŶŐůŝƐŚ
ƉƌŽĨŝĐŝĞŶĐǇͿ͕ĐƌĞĞĚ͕ƐĞǆ;ŝŶĐůƵĚŝŶŐƐĞǆƵĂůŽƌŝĞŶƚĂƚŝŽŶĂŶĚŐĞŶĚĞƌŝĚĞŶƚŝƚǇͿ͕ĂŐĞ͕ŽƌĚŝƐĂďŝůŝƚǇŝŶ ĐŽŶƐŝĚĞƌĂƚŝŽŶĨŽƌĂŶĂǁĂƌĚ͘͟
Ğ͘ ZĞƋƵŝƌĞĚŽŶƚƌĂĐƚWƌŽǀŝƐŝŽŶƐ͘
ϭ͘ /ƚǁŝůůŝŶƐĞƌƚƚŚĞŶŽŶͲĚŝƐĐƌŝŵŝŶĂƚŝŽŶĐŽŶƚƌĂĐƚĐůĂƵƐĞƐƌĞƋƵŝƌŝŶŐĐŽŵƉůŝĂŶĐĞǁŝƚŚƚŚĞĂĐƚƐĂŶĚ ƌĞŐƵůĂƚŝŽŶƐƌĞůĂƚŝǀĞƚŽŶŽŶͲĚŝƐĐƌŝŵŝŶĂƚŝŽŶŝŶ&ĞĚĞƌĂůůǇͲĂƐƐŝƐƚĞĚƉƌŽŐƌĂŵƐŽĨƚŚĞ ĞƉĂƌƚŵĞŶƚŽĨdƌĂŶƐƉŽƌƚĂƚŝŽŶ;KdͿ͕ĂŶĚŝŶĐŽƌƉŽƌĂƚŝŶŐƚŚĞĂĐƚƐĂŶĚƌĞŐƵůĂƚŝŽŶƐŝŶƚŽƚŚĞ ĐŽŶƚƌĂĐƚƐďǇƌĞĨĞƌĞŶĐĞŝŶĞǀĞƌǇĐŽŶƚƌĂĐƚŽƌĂŐƌĞĞŵĞŶƚƐƵďũĞĐƚƚŽƚŚĞŶŽŶͲĚŝƐĐƌŝŵŝŶĂƚŝŽŶŝŶ &ĞĚĞƌĂůůǇͲĂƐƐŝƐƚĞĚƉƌŽŐƌĂŵƐŽĨƚŚĞKdĂĐƚƐĂŶĚƌĞŐƵůĂƚŝŽŶƐ͘

EXHIBIT B

ŝ ƌ Ɖ Ž ƌ ƚ ^ Ɖ Ž Ŷ Ɛ Ž ƌ Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ ϱ ͬ Ϯ Ϭ Ϯ Ϯ WĂŐĞϭϲŽĨϭϵ
Ϯ͘ /ƚǁŝůůŝŶĐůƵĚĞĂůŝƐƚŽĨƚŚĞƉĞƌƚŝŶĞŶƚŶŽŶͲĚŝƐĐƌŝŵŝŶĂƚŝŽŶĂƵƚŚŽƌŝƚŝĞƐŝŶĞǀĞƌǇĐŽŶƚƌĂĐƚƚŚĂƚŝƐ ƐƵďũĞĐƚƚŽƚŚĞŶŽŶͲĚŝƐĐƌŝŵŝŶĂƚŝŽŶĂĐƚƐĂŶĚƌĞŐƵůĂƚŝŽŶƐ͘ ϯ͘ /ƚǁŝůůŝŶƐĞƌƚŶŽŶͲĚŝƐĐƌŝŵŝŶĂƚŝŽŶĐŽŶƚƌĂĐƚĐůĂƵƐĞƐĂƐĂĐŽǀĞŶĂŶƚƌƵŶŶŝŶŐǁŝƚŚƚŚĞůĂŶĚ͕ŝŶ ĂŶǇĚĞĞĚĨƌŽŵƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐĞĨĨĞĐƚŝŶŐŽƌƌĞĐŽƌĚŝŶŐĂƚƌĂŶƐĨĞƌŽĨƌĞĂůƉƌŽƉĞƌƚǇ͕ ƐƚƌƵĐƚƵƌĞƐ͕ƵƐĞ͕ŽƌŝŵƉƌŽǀĞŵĞŶƚƐƚŚĞƌĞŽŶŽƌŝŶƚĞƌĞƐƚƚŚĞƌĞŝŶƚŽĂƐƉŽŶƐŽƌ͘ ϰ͘ /ƚǁŝůůŝŶƐĞƌƚŶŽŶͲĚŝƐĐƌŝŵŝŶĂƚŝŽŶĐŽŶƚƌĂĐƚĐůĂƵƐĞƐƉƌŽŚŝďŝƚŝŶŐĚŝƐĐƌŝŵŝŶĂƚŝŽŶŽŶƚŚĞďĂƐŝƐŽĨ ƌĂĐĞ͕ĐŽůŽƌ͕ŶĂƚŝŽŶĂůŽƌŝŐŝŶ;ŝŶĐůƵĚŝŶŐůŝŵŝƚĞĚ
ŶŐůŝƐŚƉƌŽĨŝĐŝĞŶĐǇͿ͕ĐƌĞĞĚ͕ƐĞǆ;ŝŶĐůƵĚŝŶŐ
ƐĞǆƵĂůŽƌŝĞŶƚĂƚŝŽŶĂŶĚŐĞŶĚĞƌŝĚĞŶƚŝƚǇͿ͕ĂŐĞ͕ŽƌĚŝƐĂďŝůŝƚǇĂƐĂĐŽǀĞŶĂŶƚƌƵŶŶŝŶŐǁŝƚŚƚŚĞ ůĂŶĚ͕ŝŶĂŶǇĨƵƚƵƌĞĚĞĞĚƐ͕ůĞĂƐĞƐ͕ůŝĐĞŶƐĞ͕ƉĞƌŵŝƚƐ͕ŽƌƐŝŵŝůĂƌŝŶƐƚƌƵŵĞŶƚƐĞŶƚĞƌĞĚŝŶƚŽďǇ ƚŚĞƐƉŽŶƐŽƌǁŝƚŚŽƚŚĞƌƉĂƌƚŝĞƐ͗
Ă͘ &ŽƌƚŚĞƐƵďƐĞƋƵĞŶƚƚƌĂŶƐĨĞƌŽĨƌĞĂůƉƌŽƉĞƌƚǇĂĐƋƵŝƌĞĚŽƌŝŵƉƌŽǀĞĚƵŶĚĞƌƚŚĞ ĂƉƉůŝĐĂďůĞĂĐƚŝǀŝƚǇ͕ƉƌŽũĞĐƚ͕ŽƌƉƌŽŐƌĂŵ͖ĂŶĚ
ď͘ &ŽƌƚŚĞĐŽŶƐƚƌƵĐƚŝŽŶŽƌƵƐĞŽĨ͕ŽƌĂĐĐĞƐƐƚŽ͕ƐƉĂĐĞŽŶ͕ŽǀĞƌ͕ŽƌƵŶĚĞƌƌĞĂůƉƌŽƉĞƌƚǇ ĂĐƋƵŝƌĞĚŽƌŝŵƉƌŽǀĞĚƵŶĚĞƌƚŚĞĂƉƉůŝĐĂďůĞĂĐƚŝǀŝƚǇ͕ƉƌŽũĞĐƚ͕ŽƌƉƌŽŐƌĂŵ͘ Ĩ͘ /ƚǁŝůůƉƌŽǀŝĚĞĨŽƌƐƵĐŚŵĞƚŚŽĚƐŽĨĂĚŵŝŶŝƐƚƌĂƚŝŽŶĨŽƌƚŚĞƉƌŽŐƌĂŵĂƐĂƌĞĨŽƵŶĚďǇƚŚĞ ^ĞĐƌĞƚĂƌǇƚŽŐŝǀĞƌĞĂƐŽŶĂďůĞŐƵĂƌĂŶƚĞĞƚŚĂƚŝƚ͕ŽƚŚĞƌƌĞĐŝƉŝĞŶƚƐ͕ƐƵďͲƌĞĐŝƉŝĞŶƚƐ͕ƐƵďͲŐƌĂŶƚĞĞƐ͕ ĐŽŶƚƌĂĐƚŽƌƐ͕ƐƵďĐŽŶƚƌĂĐƚŽƌƐ͕ĐŽŶƐƵůƚĂŶƚƐ͕ƚƌĂŶƐĨĞƌĞĞƐ͕ƐƵĐĐĞƐƐŽƌƐŝŶŝŶƚĞƌĞƐƚ͕ĂŶĚŽƚŚĞƌ ƉĂƌƚŝĐŝƉĂŶƚƐŽĨ&ĞĚĞƌĂůĨŝŶĂŶĐŝĂůĂƐƐŝƐƚĂŶĐĞƵŶĚĞƌƐƵĐŚƉƌŽŐƌĂŵǁŝůůĐŽŵƉůǇǁŝƚŚĂůů ƌĞƋƵŝƌĞŵĞŶƚƐŝŵƉŽƐĞĚŽƌƉƵƌƐƵĂŶƚƚŽƚŚĞĂĐƚƐ͕ƚŚĞƌĞŐƵůĂƚŝŽŶƐ͕ĂŶĚƚŚŝƐĂƐƐƵƌĂŶĐĞ͘ Ő͘ /ƚĂŐƌĞĞƐƚŚĂƚƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐŚĂƐĂƌŝŐŚƚƚŽƐĞĞŬũƵĚŝĐŝĂůĞŶĨŽƌĐĞŵĞŶƚǁŝƚŚƌĞŐĂƌĚƚŽĂŶǇ ŵĂƚƚĞƌĂƌŝƐŝŶŐƵŶĚĞƌƚŚĞĂĐƚƐ͕ƚŚĞƌĞŐƵůĂƚŝŽŶƐ͕ĂŶĚƚŚŝƐĂƐƐƵƌĂŶĐĞ͘ ϯϭ͘ ŝƐƉŽƐĂůŽĨ>ĂŶĚ͘
Ă͘ &ŽƌůĂŶĚƉƵƌĐŚĂƐĞĚƵŶĚĞƌĂŐƌĂŶƚĨŽƌĂŝƌƉŽƌƚŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚǇƉƵƌƉŽƐĞƐ͕ŝŶĐůƵĚŝŶŐůĂŶĚ ƐĞƌǀŝŶŐĂƐĂŶŽŝƐĞďƵĨĨĞƌ͕ŝƚǁŝůůĚŝƐƉŽƐĞŽĨƚŚĞůĂŶĚ͕ǁŚĞŶƚŚĞůĂŶĚŝƐŶŽůŽŶŐĞƌŶĞĞĚĞĚĨŽƌƐƵĐŚ ƉƵƌƉŽƐĞƐ͕ĂƚĨĂŝƌŵĂƌŬĞƚǀĂůƵĞ͕ĂƚƚŚĞĞĂƌůŝĞƐƚƉƌĂĐƚŝĐĂďůĞƚŝŵĞ͘dŚĂƚƉŽƌƚŝŽŶŽĨƚŚĞƉƌŽĐĞĞĚƐŽĨ ƐƵĐŚĚŝƐƉŽƐŝƚŝŽŶǁŚŝĐŚŝƐƉƌŽƉŽƌƚŝŽŶĂƚĞƚŽƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐΖƐŚĂƌĞŽĨĂĐƋƵŝƐŝƚŝŽŶŽĨƐƵĐŚůĂŶĚ ǁŝůůďĞ͕ĂƚƚŚĞĚŝƐĐƌĞƚŝŽŶŽĨƚŚĞ^ĞĐƌĞƚĂƌǇ͕;ϭͿƌĞŝŶǀĞƐƚĞĚŝŶĂŶŽƚŚĞƌƉƌŽũĞĐƚĂƚƚŚĞĂŝƌƉŽƌƚ͕Žƌ;ϮͿ ƚƌĂŶƐĨĞƌƌĞĚƚŽĂŶŽƚŚĞƌĞůŝŐŝďůĞĂŝƌƉŽƌƚĂƐƉƌĞƐĐƌŝďĞĚďǇƚŚĞ^ĞĐƌĞƚĂƌǇ͘dŚĞ^ĞĐƌĞƚĂƌǇƐŚĂůůŐŝǀĞ ƉƌĞĨĞƌĞŶĐĞƚŽƚŚĞĨŽůůŽǁŝŶŐ͕ŝŶĚĞƐĐĞŶĚŝŶŐŽƌĚĞƌ͗
ϭ͘ ZĞŝŶǀĞƐƚŵĞŶƚŝŶĂŶĂƉƉƌŽǀĞĚŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚǇƉƌŽũĞĐƚ͖ Ϯ͘ ZĞŝŶǀĞƐƚŵĞŶƚŝŶĂŶĂƉƉƌŽǀĞĚƉƌŽũĞĐƚƚŚĂƚŝƐĞůŝŐŝďůĞĨŽƌŐƌĂŶƚĨƵŶĚŝŶŐƵŶĚĞƌϰϵh͘^͘͘ Αϰϳϭϭϳ;ĞͿ͖
ϯ͘ ZĞŝŶǀĞƐƚŵĞŶƚŝŶĂŶĂƉƉƌŽǀĞĚĂŝƌƉŽƌƚĚĞǀĞůŽƉŵĞŶƚƉƌŽũĞĐƚƚŚĂƚŝƐĞůŝŐŝďůĞĨŽƌŐƌĂŶƚĨƵŶĚŝŶŐ ƵŶĚĞƌϰϵh͘^͘͘ΑΑϰϳϭϭϰ͕ϰϳϭϭϱ͕Žƌϰϳϭϭϳ͖
ϰ͘ dƌĂŶƐĨĞƌƚŽĂŶĞůŝŐŝďůĞƐƉŽŶƐŽƌŽĨĂŶŽƚŚĞƌƉƵďůŝĐĂŝƌƉŽƌƚƚŽďĞƌĞŝŶǀĞƐƚĞĚŝŶĂŶĂƉƉƌŽǀĞĚ ŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚǇƉƌŽũĞĐƚĂƚƚŚĂƚĂŝƌƉŽƌƚ͖Žƌ
ϱ͘ WĂǇŵĞŶƚƚŽƚŚĞ^ĞĐƌĞƚĂƌǇĨŽƌĚĞƉŽƐŝƚŝŶƚŚĞŝƌƉŽƌƚĂŶĚŝƌǁĂǇdƌƵƐƚ&ƵŶĚ͘ /ĨůĂŶĚĂĐƋƵŝƌĞĚƵŶĚĞƌĂŐƌĂŶƚĨŽƌŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚǇƉƵƌƉŽƐĞƐŝƐůĞĂƐĞĚĂƚĨĂŝƌŵĂƌŬĞƚǀĂůƵĞ ĂŶĚĐŽŶƐŝƐƚĞŶƚǁŝƚŚŶŽŝƐĞďƵĨĨĞƌŝŶŐƉƵƌƉŽƐĞƐ͕ƚŚĞůĞĂƐĞǁŝůůŶŽƚďĞĐŽŶƐŝĚĞƌĞĚĂĚŝƐƉŽƐĂůŽĨƚŚĞ ůĂŶĚ͘ZĞǀĞŶƵĞƐĚĞƌŝǀĞĚĨƌŽŵƐƵĐŚĂůĞĂƐĞŵĂǇďĞƵƐĞĚĨŽƌĂŶĂƉƉƌŽǀĞĚĂŝƌƉŽƌƚĚĞǀĞůŽƉŵĞŶƚ

EXHIBIT B

ŝ ƌ Ɖ Ž ƌ ƚ ^ Ɖ Ž Ŷ Ɛ Ž ƌ Ɛ Ɛ Ƶ ƌ Ă Ŷ Đ Ğ Ɛ ϱ ͬ Ϯ Ϭ Ϯ Ϯ WĂŐĞϭϳŽĨϭϵ
ƉƌŽũĞĐƚƚŚĂƚǁŽƵůĚŽƚŚĞƌǁŝƐĞďĞĞůŝŐŝďůĞĨŽƌŐƌĂŶƚĨƵŶĚŝŶŐŽƌĂŶǇƉĞƌŵŝƚƚĞĚƵƐĞŽĨĂŝƌƉŽƌƚ ƌĞǀĞŶƵĞ͘
ď͘ &ŽƌůĂŶĚƉƵƌĐŚĂƐĞĚƵŶĚĞƌĂŐƌĂŶƚĨŽƌĂŝƌƉŽƌƚĚĞǀĞůŽƉŵĞŶƚƉƵƌƉŽƐĞƐ;ŽƚŚĞƌƚŚĂŶŶŽŝƐĞ ĐŽŵƉĂƚŝďŝůŝƚǇͿ͕ŝƚǁŝůů͕ǁŚĞŶƚŚĞůĂŶĚŝƐŶŽůŽŶŐĞƌŶĞĞĚĞĚĨŽƌĂŝƌƉŽƌƚƉƵƌƉŽƐĞƐ͕ĚŝƐƉŽƐĞŽĨƐƵĐŚ ůĂŶĚĂƚĨĂŝƌŵĂƌŬĞƚǀĂůƵĞŽƌŵĂŬĞĂǀĂŝůĂďůĞƚŽƚŚĞ^ĞĐƌĞƚĂƌǇĂŶĂŵŽƵŶƚĞƋƵĂůƚŽƚŚĞhŶŝƚĞĚ ^ƚĂƚĞƐΖƉƌŽƉŽƌƚŝŽŶĂƚĞƐŚĂƌĞŽĨƚŚĞĨĂŝƌŵĂƌŬĞƚǀĂůƵĞŽĨƚŚĞůĂŶĚ͘dŚĂƚƉŽƌƚŝŽŶŽĨƚŚĞƉƌŽĐĞĞĚƐŽĨ ƐƵĐŚĚŝƐƉŽƐŝƚŝŽŶǁŚŝĐŚŝƐƉƌŽƉŽƌƚŝŽŶĂƚĞƚŽƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐΖƐŚĂƌĞŽĨƚŚĞĐŽƐƚŽĨĂĐƋƵŝƐŝƚŝŽŶŽĨ ƐƵĐŚůĂŶĚǁŝůů͕ƵƉŽŶĂƉƉůŝĐĂƚŝŽŶƚŽƚŚĞ^ĞĐƌĞƚĂƌǇ͕ďĞƌĞŝŶǀĞƐƚĞĚŽƌƚƌĂŶƐĨĞƌƌĞĚƚŽĂŶŽƚŚĞƌ ĞůŝŐŝďůĞĂŝƌƉŽƌƚĂƐƉƌĞƐĐƌŝďĞĚďǇƚŚĞ^ĞĐƌĞƚĂƌǇ͘dŚĞ^ĞĐƌĞƚĂƌǇƐŚĂůůŐŝǀĞƉƌĞĨĞƌĞŶĐĞƚŽƚŚĞ ĨŽůůŽǁŝŶŐ͕ŝŶĚĞƐĐĞŶĚŝŶŐŽƌĚĞƌ͗
ϭ͘ ZĞŝŶǀĞƐƚŵĞŶƚŝŶĂŶĂƉƉƌŽǀĞĚŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚǇƉƌŽũĞĐƚ͖ Ϯ͘ ZĞŝŶǀĞƐƚŵĞŶƚŝŶĂŶĂƉƉƌŽǀĞĚƉƌŽũĞĐƚƚŚĂƚŝƐĞůŝŐŝďůĞĨŽƌŐƌĂŶƚĨƵŶĚŝŶŐƵŶĚĞƌϰϵh͘^͘͘ Αϰϳϭϭϳ;ĞͿ͖
ϯ͘ ZĞŝŶǀĞƐƚŵĞŶƚŝŶĂŶĂƉƉƌŽǀĞĚĂŝƌƉŽƌƚĚĞǀĞůŽƉŵĞŶƚƉƌŽũĞĐƚƚŚĂƚŝƐĞůŝŐŝďůĞĨŽƌŐƌĂŶƚĨƵŶĚŝŶŐ ƵŶĚĞƌϰϵh͘^͘͘ΑΑϰϳϭϭϰ͕ϰϳϭϭϱ͕Žƌϰϳϭϭϳ͖
ϰ͘ dƌĂŶƐĨĞƌƚŽĂŶĞůŝŐŝďůĞƐƉŽŶƐŽƌŽĨĂŶŽƚŚĞƌƉƵďůŝĐĂŝƌƉŽƌƚƚŽďĞƌĞŝŶǀĞƐƚĞĚŝŶĂŶĂƉƉƌŽǀĞĚ ŶŽŝƐĞĐŽŵƉĂƚŝďŝůŝƚǇƉƌŽũĞĐƚĂƚƚŚĂƚĂŝƌƉŽƌƚ͖Žƌ
ϱ͘ WĂǇŵĞŶƚƚŽƚŚĞ^ĞĐƌĞƚĂƌǇĨŽƌĚĞƉŽƐŝƚŝŶƚŚĞŝƌƉŽƌƚĂŶĚŝƌǁĂǇdƌƵƐƚ&ƵŶĚ͘ Đ͘ >ĂŶĚƐŚĂůůďĞĐŽŶƐŝĚĞƌĞĚƚŽďĞŶĞĞĚĞĚĨŽƌĂŝƌƉŽƌƚƉƵƌƉŽƐĞƐƵŶĚĞƌƚŚŝƐĂƐƐƵƌĂŶĐĞŝĨ;ϭͿŝƚŵĂǇďĞ ŶĞĞĚĞĚĨŽƌĂĞƌŽŶĂƵƚŝĐĂůƉƵƌƉŽƐĞƐ;ŝŶĐůƵĚŝŶŐƌƵŶǁĂǇƉƌŽƚĞĐƚŝŽŶǌŽŶĞƐͿŽƌƐĞƌǀĞĂƐŶŽŝƐĞďƵĨĨĞƌ ůĂŶĚ͕ĂŶĚ;ϮͿƚŚĞƌĞǀĞŶƵĞĨƌŽŵŝŶƚĞƌŝŵƵƐĞƐŽĨƐƵĐŚůĂŶĚĐŽŶƚƌŝďƵƚĞƐƚŽƚŚĞĨŝŶĂŶĐŝĂůƐĞůĨͲ ƐƵĨĨŝĐŝĞŶĐǇŽĨƚŚĞĂŝƌƉŽƌƚ͘&ƵƌƚŚĞƌ͕ůĂŶĚƉƵƌĐŚĂƐĞĚǁŝƚŚĂŐƌĂŶƚƌĞĐĞŝǀĞĚďǇĂŶĂŝƌƉŽƌƚŽƉĞƌĂƚŽƌ ŽƌŽǁŶĞƌďĞĨŽƌĞĞĐĞŵďĞƌϯϭ͕ϭϵϴϳ͕ǁŝůůďĞĐŽŶƐŝĚĞƌĞĚƚŽďĞŶĞĞĚĞĚĨŽƌĂŝƌƉŽƌƚƉƵƌƉŽƐĞƐŝĨ ƚŚĞ^ĞĐƌĞƚĂƌǇŽƌ&ĞĚĞƌĂůĂŐĞŶĐǇŵĂŬŝŶŐƐƵĐŚŐƌĂŶƚďĞĨŽƌĞĞĐĞŵďĞƌϯϭ͕ϭϵϴϳ͕ǁĂƐŶŽƚŝĨŝĞĚďǇ ƚŚĞŽƉĞƌĂƚŽƌŽƌŽǁŶĞƌŽĨƚŚĞƵƐĞƐŽĨƐƵĐŚůĂŶĚ͕ĚŝĚŶŽƚŽďũĞĐƚƚŽƐƵĐŚƵƐĞ͕ĂŶĚƚŚĞůĂŶĚ ĐŽŶƚŝŶƵĞƐƚŽďĞƵƐĞĚĨŽƌƚŚĂƚƉƵƌƉŽƐĞ͕ƐƵĐŚƵƐĞŚĂǀŝŶŐĐŽŵŵĞŶĐĞĚŶŽůĂƚĞƌƚŚĂŶ ĞĐĞŵďĞƌϭϱ͕ϭϵϴϵ͘
Ě͘ ŝƐƉŽƐŝƚŝŽŶŽĨƐƵĐŚůĂŶĚƵŶĚĞƌ;ĂͿ͕;ďͿ͕Žƌ;ĐͿǁŝůůďĞƐƵďũĞĐƚƚŽƚŚĞƌĞƚĞŶƚŝŽŶŽƌƌĞƐĞƌǀĂƚŝŽŶŽĨ ĂŶǇŝŶƚĞƌĞƐƚŽƌƌŝŐŚƚƚŚĞƌĞŝŶŶĞĐĞƐƐĂƌǇƚŽĞŶƐƵƌĞƚŚĂƚƐƵĐŚůĂŶĚǁŝůůŽŶůǇďĞƵƐĞĚĨŽƌƉƵƌƉŽƐĞƐ ǁŚŝĐŚĂƌĞĐŽŵƉĂƚŝďůĞǁŝƚŚŶŽŝƐĞůĞǀĞůƐĂƐƐŽĐŝĂƚĞĚǁŝƚŚŽƉĞƌĂƚŝŽŶŽĨƚŚĞĂŝƌƉŽƌƚ͘ ϯϮ͘
ŶŐŝŶĞĞƌŝŶŐĂŶĚĞƐŝŐŶ^ĞƌǀŝĐĞƐ͘
/ĨĂŶǇƉŚĂƐĞŽĨƐƵĐŚƉƌŽũĞĐƚŚĂƐƌĞĐĞŝǀĞĚ&ĞĚĞƌĂůĨƵŶĚƐƵŶĚĞƌŚĂƉƚĞƌϰϳϭƐƵďĐŚĂƉƚĞƌϭŽĨdŝƚůĞ ϰϵh͘^͕͘͘ŝƚǁŝůůĂǁĂƌĚĞĂĐŚĐŽŶƚƌĂĐƚ͕ŽƌƐƵďͲĐŽŶƚƌĂĐƚĨŽƌƉƌŽŐƌĂŵŵĂŶĂŐĞŵĞŶƚ͕ĐŽŶƐƚƌƵĐƚŝŽŶ ŵĂŶĂŐĞŵĞŶƚ͕ƉůĂŶŶŝŶŐƐƚƵĚŝĞƐ͕ĨĞĂƐŝďŝůŝƚǇƐƚƵĚŝĞƐ͕ĂƌĐŚŝƚĞĐƚƵƌĂůƐĞƌǀŝĐĞƐ͕ƉƌĞůŝŵŝŶĂƌǇĞŶŐŝŶĞĞƌŝŶŐ͕ ĚĞƐŝŐŶ͕ĞŶŐŝŶĞĞƌŝŶŐ͕ƐƵƌǀĞǇŝŶŐ͕ŵĂƉƉŝŶŐŽƌƌĞůĂƚĞĚƐĞƌǀŝĐĞƐŝŶƚŚĞƐĂŵĞŵĂŶŶĞƌĂƐĂĐŽŶƚƌĂĐƚĨŽƌ ĂƌĐŚŝƚĞĐƚƵƌĂůĂŶĚĞŶŐŝŶĞĞƌŝŶŐƐĞƌǀŝĐĞƐŝƐŶĞŐŽƚŝĂƚĞĚƵŶĚĞƌŚĂƉƚĞƌϭϭŽĨdŝƚůĞϰϬh^͕͘͘ŽƌĂŶ ĞƋƵŝǀĂůĞŶƚƋƵĂůŝĨŝĐĂƚŝŽŶƐͲďĂƐĞĚƌĞƋƵŝƌĞŵĞŶƚƉƌĞƐĐƌŝďĞĚĨŽƌŽƌďǇƚŚĞƐƉŽŶƐŽƌŽĨƚŚĞĂŝƌƉŽƌƚ͘ ϯϯ͘ &ŽƌĞŝŐŶDĂƌŬĞƚZĞƐƚƌŝĐƚŝŽŶƐ͘
/ƚǁŝůůŶŽƚĂůůŽǁĨƵŶĚƐƉƌŽǀŝĚĞĚƵŶĚĞƌƚŚŝƐ'ƌĂŶƚƚŽďĞƵƐĞĚƚŽĨƵŶĚĂŶǇƉƌŽũĞĐƚǁŚŝĐŚƵƐĞƐĂŶǇ ƉƌŽĚƵĐƚŽƌƐĞƌǀŝĐĞŽĨĂĨŽƌĞŝŐŶĐŽƵŶƚƌǇĚƵƌŝŶŐƚŚĞƉĞƌŝŽĚŝŶǁŚŝĐŚƐƵĐŚĨŽƌĞŝŐŶĐŽƵŶƚƌǇŝƐůŝƐƚĞĚďǇ

EXHIBIT B

ŝƌƉŽƌƚ^ƉŽŶƐŽƌƐƐƵƌĂŶĐĞƐϱͬϮϬϮϮ WĂŐĞϭϴŽĨϭϵ
ƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐdƌĂĚĞZĞƉƌĞƐĞŶƚĂƚŝǀĞĂƐĚĞŶǇŝŶŐĨĂŝƌĂŶĚĞƋƵŝƚĂďůĞŵĂƌŬĞƚŽƉƉŽƌƚƵŶŝƚŝĞƐĨŽƌ ƉƌŽĚƵĐƚƐĂŶĚƐƵƉƉůŝĞƌƐŽĨƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐŝŶƉƌŽĐƵƌĞŵĞŶƚĂŶĚĐŽŶƐƚƌƵĐƚŝŽŶ͘ ϯϰ͘ WŽůŝĐŝĞƐ͕^ƚĂŶĚĂƌĚƐ͕ĂŶĚ^ƉĞĐŝĨŝĐĂƚŝŽŶƐ͘
/ƚǁŝůůĐĂƌƌǇŽƵƚĂŶǇƉƌŽũĞĐƚĨƵŶĚĞĚƵŶĚĞƌĂŶŝƌƉŽƌƚ/ŵƉƌŽǀĞŵĞŶƚWƌŽŐƌĂŵ'ƌĂŶƚŝŶĂĐĐŽƌĚĂŶĐĞ ǁŝƚŚƉŽůŝĐŝĞƐ͕ƐƚĂŶĚĂƌĚƐ͕ĂŶĚƐƉĞĐŝĨŝĐĂƚŝŽŶƐĂƉƉƌŽǀĞĚďǇƚŚĞ^ĞĐƌĞƚĂƌǇŝŶĐůƵĚŝŶŐ͕ďƵƚŶŽƚůŝŵŝƚĞĚƚŽ͕ ĐƵƌƌĞŶƚ&ĚǀŝƐŽƌǇŝƌĐƵůĂƌƐ;ŚƚƚƉƐ͗ͬͬǁǁǁ͘ĨĂĂ͘ŐŽǀͬĂŝƌƉŽƌƚƐͬĂŝƉͬŵĞĚŝĂͬĂŝƉͲƉĨĐͲĐŚĞĐŬůŝƐƚ͘ƉĚĨͿĨŽƌ /WƉƌŽũĞĐƚƐĂƐŽĨ΀^ĞůĞĐƚŝŽŶƌŝƚĞƌŝĂ͗WƌŽũĞĐƚƉƉůŝĐĂƚŝŽŶĂƚĞ΁͘ ϯϱ͘ ZĞůŽĐĂƚŝŽŶĂŶĚZĞĂůWƌŽƉĞƌƚǇĐƋƵŝƐŝƚŝŽŶ͘
Ă͘ /ƚǁŝůůďĞŐƵŝĚĞĚŝŶĂĐƋƵŝƌŝŶŐƌ ĞĂůƉƌŽƉĞƌƚǇ͕ƚŽƚŚĞŐƌĞĂƚĞƐƚĞǆƚĞŶƚƉƌĂĐƚŝĐĂďůĞƵŶĚĞƌ^ƚĂƚĞůĂǁ͕ ďǇƚŚĞůĂŶĚĂĐƋƵŝƐŝƚŝŽŶƉŽůŝĐŝĞƐŝŶ^ƵďƉĂƌƚŽĨϰϵ&ZWĂƌƚϮϰĂŶĚǁŝůůƉĂǇŽƌƌĞŝŵďƵƌƐĞ ƉƌŽƉĞƌƚǇŽǁŶĞƌƐĨŽƌŶĞĐĞƐƐĂƌǇĞǆƉĞŶƐĞƐĂƐƐƉĞĐŝĨŝĞĚŝŶ^ƵďƉĂƌƚ͘ ď͘ /ƚǁŝůůƉƌŽǀŝĚĞĂƌĞůŽĐĂƚŝŽŶĂ ƐƐŝƐƚĂŶĐĞƉƌŽŐƌĂŵŽĨĨĞƌŝŶŐƚŚĞƐĞƌǀŝĐĞƐĚĞƐĐƌŝďĞĚŝŶ^ƵďƉĂƌƚŽĨϰϵ &ZWĂƌƚϮϰĂŶĚĨĂŝƌĂŶĚƌĞĂƐŽŶĂďůĞƌĞůŽĐĂƚŝŽŶƉĂǇŵĞŶƚƐĂŶĚĂƐƐŝƐƚĂŶĐĞƚŽĚŝƐƉůĂĐĞĚƉĞƌƐŽŶƐĂƐ ƌĞƋƵŝƌĞĚŝŶ^ƵďƉĂƌƚĂŶĚ
ŽĨϰϵ&ZWĂƌƚϮϰ͘
Đ͘ /ƚǁŝůůŵĂŬĞĂǀĂŝůĂďůĞǁŝƚŚŝŶĂƌĞĂƐŽŶĂďůĞƉĞƌŝŽĚŽĨƚŝŵĞƉƌŝ ŽƌƚŽĚŝƐƉůĂĐĞŵĞŶƚ͕ĐŽŵƉĂƌĂďůĞ ƌĞƉůĂĐĞŵĞŶƚĚǁĞůůŝŶŐƐƚŽĚŝƐƉůĂĐĞĚƉĞƌƐŽŶƐŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚ^ƵďƉĂƌƚ ŽĨϰϵ&ZWĂƌƚϮϰ͘
ϯϲ͘ ĐĐĞƐƐǇ/ŶƚĞƌĐŝƚǇƵƐĞƐ͘
dŚĞĂŝƌƉŽƌƚŽǁŶĞƌŽƌŽƉĞƌĂƚŽƌǁŝůůƉĞƌŵŝƚ͕ƚŽƚŚĞŵĂǆŝŵƵŵĞǆƚĞŶƚƉƌĂĐƚŝĐĂďůĞ͕ŝŶƚĞƌĐŝƚǇďƵƐĞƐŽƌ ŽƚŚĞƌŵŽĚĞƐŽĨƚƌĂŶƐƉŽƌƚĂƚŝŽŶƚŽŚĂǀĞĂĐĐĞƐƐƚŽƚŚĞĂŝƌƉŽƌƚ͖ŚŽǁĞǀĞƌ͕ŝƚŚĂƐŶŽŽďůŝŐĂƚŝŽŶƚŽĨƵŶĚ ƐƉĞĐŝĂůĨĂĐŝůŝƚŝĞƐĨŽƌŝŶƚĞƌĐŝƚǇďƵƐĞƐŽƌĨŽƌŽƚŚĞƌŵŽĚĞƐŽĨƚƌĂŶƐƉŽƌƚĂƚŝŽŶ͘ ϯϳ͘ ŝƐĂĚǀĂŶƚĂŐĞĚƵƐŝŶĞƐƐ
ŶƚĞƌƉƌŝƐĞƐ͘
dŚĞƐƉŽŶƐŽƌƐŚĂůůŶŽƚĚŝƐĐƌŝŵŝŶĂƚĞŽŶƚŚĞďĂƐŝƐŽĨƌĂĐĞ͕ĐŽůŽƌ͕ŶĂƚŝŽŶĂůŽƌŝŐŝŶ͕ŽƌƐĞǆ͕ŝŶƚŚĞĂǁĂƌĚ ĂŶĚƉĞƌĨŽƌŵĂŶĐĞŽĨĂŶǇKdͲĂƐƐŝƐƚĞĚĐŽŶƚƌĂĐƚĐŽǀĞƌĞĚďǇϰϵ&ZWĂƌƚϮϲ͕ŽƌŝŶƚŚĞĂǁĂƌĚĂŶĚ ƉĞƌĨŽƌŵĂŶĐĞŽĨĂŶǇĐŽŶĐĞƐƐŝŽŶĂĐƚŝǀŝƚǇĐŽŶƚƌĂĐƚĐŽǀĞƌĞĚďǇϰϵ&ZWĂƌƚϮϯ͘/ŶĂĚĚŝƚŝŽŶ͕ƚŚĞƐƉŽŶƐŽƌ ƐŚĂůůŶŽƚĚŝƐĐƌŝŵŝŶĂƚĞŽŶƚŚĞďĂƐŝƐŽĨƌĂĐĞ͕ĐŽůŽƌ͕ŶĂƚŝŽŶĂůŽƌŝŐŝŶŽƌƐĞǆŝŶƚŚĞĂĚŵŝŶŝƐƚƌĂƚŝŽŶŽĨŝƚƐ ŝƐĂĚǀĂŶƚĂŐĞĚƵƐŝŶĞƐƐ
ŶƚĞƌƉƌŝƐĞ;
ͿĂŶĚŝƌƉŽƌƚŽŶĐĞƐƐŝŽŶƐŝƐĂĚǀĂŶƚĂŐĞĚƵƐŝŶĞƐƐ

ŶƚĞƌƉƌŝƐĞ;
ͿƉƌŽŐƌĂŵƐŽƌƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨϰϵ&ZWĂƌƚƐϮϯĂŶĚϮϲ͘dŚĞƐƉŽŶƐŽƌƐŚĂůůƚĂŬĞ ĂůůŶĞĐĞƐƐĂƌǇĂŶĚƌĞĂƐŽŶĂďůĞƐƚĞƉƐƵŶĚĞƌϰϵ&ZWĂƌƚƐϮϯĂŶĚϮϲƚŽĞŶƐƵƌĞŶŽŶĚŝƐĐƌŝŵŝŶĂƚŝŽŶŝŶƚŚĞ ĂǁĂƌĚĂŶĚĂĚŵŝŶŝƐƚƌĂƚŝŽŶŽĨKdͲĂƐƐŝƐƚĞĚĐŽŶƚƌĂĐƚƐ͕ĂŶĚͬŽƌĐŽŶĐĞƐƐŝŽŶĐŽŶƚƌĂĐƚƐ͘dŚĞƐƉŽŶƐŽƌ͛Ɛ
ĂŶĚ
ƉƌŽŐƌĂŵƐ͕ĂƐƌĞƋƵŝƌĞĚďǇϰϵ&ZWĂƌƚƐϮϲĂŶĚϮϯ͕ĂŶĚĂƐĂƉƉƌŽǀĞĚďǇKd͕ĂƌĞ ŝŶĐŽƌƉŽƌĂƚĞĚďǇƌĞĨĞƌĞŶĐĞŝŶƚŚŝƐĂŐƌĞĞŵĞŶƚ͘/ŵƉůĞŵĞŶƚĂƚŝŽŶŽĨƚŚĞƐĞƉƌŽŐƌĂŵƐŝƐĂůĞŐĂůŽďůŝŐĂƚŝŽŶ ĂŶĚĨĂŝůƵƌĞƚŽĐĂƌƌǇŽƵƚŝƚƐƚĞƌŵƐƐŚĂůůďĞƚƌĞĂƚĞĚĂƐĂǀŝŽůĂƚŝŽŶŽĨƚŚŝƐĂŐƌĞĞŵĞŶƚ͘hƉŽŶŶŽƚŝĨŝĐĂƚŝŽŶ ƚŽƚŚĞƐƉŽŶƐŽƌŽĨŝƚƐĨĂŝůƵƌĞƚŽĐĂƌƌǇŽƵƚŝƚƐĂƉƉƌŽǀĞĚƉƌŽŐƌĂŵ͕ƚŚĞĞƉĂƌƚŵĞŶƚŵĂǇŝŵƉŽƐĞ ƐĂŶĐƚŝŽŶƐĂƐƉƌŽǀŝĚĞĚĨŽƌƵŶĚĞƌWĂƌƚƐϮϲĂŶĚϮϯĂŶĚŵĂǇ͕ŝŶĂƉƉƌŽƉƌŝĂƚĞĐĂƐĞƐ͕ƌĞĨĞƌƚŚĞŵĂƚƚĞƌĨŽƌ ĞŶĨŽƌĐĞŵĞŶƚƵŶĚĞƌϭϴh͘^͘͘ΑϭϬϬϭĂŶĚͬŽƌƚŚĞWƌŽŐƌĂŵ&ƌĂƵĚŝǀŝůZĞŵĞĚŝĞƐĐƚŽĨϭϵϴϲ;ϯϭ h͘^͘͘ΑΑϯϴϬϭͲϯϴϬϵ͕ϯϴϭϮͿ͘
ϯϴ͘ ,ĂŶŐĂƌŽŶƐƚƌƵĐƚŝŽŶ͘
/ĨƚŚĞĂŝƌƉŽƌƚŽǁŶĞƌŽƌŽƉĞƌĂƚŽƌĂŶĚĂƉĞƌƐŽŶǁŚŽŽǁŶƐĂŶĂŝƌĐƌĂĨƚĂŐƌĞĞƚŚĂƚĂŚĂŶŐĂƌŝƐƚŽďĞ ĐŽŶƐƚƌƵĐƚĞĚĂƚƚŚĞĂŝƌƉŽƌƚĨŽƌƚŚĞĂŝƌĐƌĂĨƚĂƚƚŚĞĂŝƌĐƌĂĨƚŽǁŶĞƌ͛ƐĞǆƉĞŶƐĞ͕ƚŚĞĂŝƌƉŽƌƚŽǁŶĞƌŽƌ ŽƉĞƌĂƚŽƌǁŝůůŐƌĂŶƚƚŽƚŚĞĂŝƌĐƌĂĨƚŽǁŶĞƌĨŽƌƚŚĞŚĂŶŐĂƌĂůŽŶŐƚĞƌŵůĞĂƐĞƚŚĂƚŝƐƐƵďũĞĐƚƚŽƐƵĐŚ ƚĞƌŵƐĂŶĚĐŽŶĚŝƚŝŽŶƐŽŶƚŚĞŚĂŶŐĂƌĂƐƚŚĞĂŝƌƉŽƌƚŽǁŶĞƌŽƌŽƉĞƌĂƚŽƌŵĂǇŝŵƉŽƐĞ͘

EXHIBIT B

ŝƌƉŽƌƚ^ƉŽŶƐŽƌƐƐƵƌĂŶĐĞƐϱͬϮϬϮϮ WĂŐĞϭϵŽĨϭϵ
ϯϵ͘ ŽŵƉĞƚŝƚŝǀĞĐĐĞƐƐ͘
Ă͘ /ĨƚŚĞĂŝƌƉŽƌƚŽǁŶĞƌŽƌŽƉĞƌĂƚŽƌŽĨĂŵĞĚŝƵŵŽƌůĂƌŐĞŚƵďĂŝƌ ƉŽƌƚ;ĂƐĚĞĨŝŶĞĚŝŶϰϵh͘^͘͘ Α ϰϳϭϬϮͿŚĂƐďĞĞŶƵŶĂďůĞƚŽĂĐĐŽŵŵŽĚĂƚĞŽŶĞŽƌŵŽƌĞƌĞƋƵĞƐƚƐďǇĂŶĂŝƌĐĂƌƌŝĞƌĨŽƌĂĐĐĞƐƐƚŽ ŐĂƚĞƐŽƌŽƚŚĞƌĨĂĐŝůŝƚŝĞƐĂƚƚŚĂƚĂŝƌƉŽƌƚŝŶŽƌĚĞƌƚŽĂůůŽǁƚŚĞĂŝƌĐĂƌƌŝĞƌƚŽƉƌŽǀŝĚĞƐĞƌǀŝĐĞƚŽƚŚĞ ĂŝƌƉŽƌƚŽƌƚŽĞǆƉĂŶĚƐĞƌǀŝĐĞĂƚƚŚĞĂŝƌƉŽƌƚ͕ƚŚĞĂŝƌƉŽƌƚŽǁŶĞƌŽƌŽƉĞƌĂƚŽƌƐŚĂůůƚƌĂŶƐŵŝƚĂƌĞƉŽƌƚ ƚŽƚŚĞ^ĞĐƌĞƚĂƌǇƚŚĂƚ͗
ϭ͘ ĞƐĐƌŝďĞƐƚŚĞƌĞƋƵĞƐƚƐ͖
Ϯ͘ WƌŽǀŝĚĞƐĂŶĞǆƉůĂŶĂƚŝŽŶĂƐƚŽǁŚǇƚŚĞƌĞƋƵĞƐƚƐĐŽƵůĚŶŽƚďĞĂ ĐĐŽŵŵŽĚĂƚĞĚ͖ĂŶĚ ϯ͘ WƌŽǀŝĚĞƐĂƚŝŵĞĨƌĂŵĞǁŝƚŚŝŶǁ ŚŝĐŚ͕ŝĨĂŶǇ͕ƚŚĞĂŝƌƉŽƌƚǁŝůůďĞĂďůĞƚŽĂĐĐŽŵŵŽĚĂƚĞƚŚĞ ƌĞƋƵĞƐƚƐ͘
ď͘ ^ƵĐŚƌĞƉŽƌƚƐŚĂůůďĞĚƵĞŽŶĞŝƚŚĞƌ&ĞďƌƵĂƌǇϭŽƌƵŐƵƐƚϭŽĨ ĞĂĐŚǇĞĂƌŝĨƚŚĞĂŝƌƉŽƌƚŚĂƐďĞĞŶ ƵŶĂďůĞƚŽĂĐĐŽŵŵŽĚĂƚĞƚŚĞƌĞƋƵĞƐƚ;ƐͿŝŶƚŚĞƐŝǆŵŽŶƚŚƉĞƌŝŽĚƉƌŝŽƌƚŽƚŚĞĂƉƉůŝĐĂďůĞĚƵĞĚĂƚĞ͘

EXHIBIT B

1 CITY OF FRESNO, CALIFORNIA –

DEPARTMENT OF AIRPORTS

MINIMUM STANDARDS FOR

FRESNO YOSEMITE INTERNATIONAL AIRPORT
SECTION 1. PURPOSES OF MINIMUM STANDARDS AND APPLICABILITY The City of Fresno, California recognizes the prohibition imposed by Section 308 of the Federal Aviation Act against granting an exclusive right to conduct any aeronautical activity at a Public Airport, and recognizes the City has agreed to the same prohibition in its acceptance of airport improvement grants from the Federal Aviation Administration. Moreover, the City wishes that there be healthy competition at the Fresno Yosemite International Airport conducted on a level playing field, and wishes that a broad array of high-quality products and services be available at the Airport. The City is publishing these Minimum Standards so that any Entity interested in engaging in any Revenue Generating Aviation Activity at the Airport may know the principles that apply and the requirements that must be met and maintained. Note, however, that it is not the intention of
the City to create any private right of action to enforce these Minimum Standards.

These Minimum Standards do not apply to Entities previously authorized to offer or conduct specific Revenue Generating Aviation Activities at, on or from the Airport. The standards each such previously authorized Entity has been meeting shall comprise that Entity’s minimum standards and must be maintained by that Entity. However, should any previously authorized Entity be granted authority to engage in additional Revenue Generating Aviation Activities, then, as a condition of such additional authorization, these Minimum Standards shall apply to each and every Business authorized, including the Revenue Generating Aviation Activities previously authorized. Further, these Minimum Standards shall apply to each and every authorized Business, upon any renewal or extension of a previously authorized Entity’s Agreement or Lease.

SECTION 2. DEFINITIONS
The following terms shall have the meanings indicated:

Agreement or Lease – a written, enforceable contract, regardless of its duration or term, between the City and an Entity, which authorizes that Entity to engage in some Revenue Generating Aviation Activity at the Airport and/or which may cover that entity’s use or occupancy of space at the Airport.

EXHIBIT C

2 Aircraft – are aeronautical vehicles or devices including, but not limited to, powered fixed wing airplanes, rotorcraft, dirigibles and blimps, and non-powered gliders, rotorcraft and balloons.

Aircraft Operation – is any arrival or departure of an Aircraft at the Airport or any Aircraft movement on the AOA. .

Aircraft Operations Area or AOA – all the runways, taxiways, helipads, Ramps, hold areas and any other area used or intended to be used for the take off or landing or surface maneuvering of Aircraft, or any clear areas within the perimeter fence and adjacent to surface maneuvering areas.

Airline – an Entity operating Aircraft pursuant to Part 121 or Part 135 of the FARs.

Airport – the Fresno Yosemite International Airport ( FYI), unless the context indicates Fresno Chandler Executive Airport (FCH) as well.

Airport Layout Plan or ALP – a plan view of the Airport, drawn to scale and showing all the Airport’s aeronautical and other Improvements and projected future Improvements – as amended from time-to-time, and as approved by the FAA and adopted by the Fresno City Council
Airport Master Plan or Master Plan – a comprehensive document that considers the Airport’s history, regional demographic changes, and other relevant factors and trends; then projects traffic and use for the future, then examines the probable noise, environmental and other impacts of same; and, finally, programs an orderly and balanced plan of Airport development to accommodate anticipated demand while minimizing adverse impacts. The major airport land use allocations are illustrated in a complementary ALP (see above).

Airworthy – an Aircraft that is compliant with the FARs and safe to fly.

Business - a Revenue Generating Aviation Activity
City - The City of Fresno, California, a municipal corporation.

Core FBO Services - see FBO below
Department of Airports or Department - The City’s Department of Airports.

Derelict Aircraft – an Aircraft: that has not been Airworthy for six months or more and
: (1) is not in the process of being made Airworthy; or (2) is not in the process of rehabilitation for public display; or (3) has not been specially prepared, treated and preserved for future rehabilitation. An Aircraft will be presumed a Derelict Aircraft if it has not been Airworthy for six months or more and is

EXHIBIT C

3 obviously deteriorating (tires flat and/or drying out or cracking; or rubber drying out and losing resiliency; or paint oxidizing, crazing and/or flaking off; or Plexiglas discoloring, cracking or crazing; or metal corroding or rusting; or fabric fraying; etc.).

Director of Aviation or Director - the individual filling the position of the City’s Director of Aviation, or an individual authorized to represent him/her.

Entity - an individual or a company, firm, corporation, partnership, joint venture or other legal person.

Equipment – all tools, tooling and machinery, together with the supplies and apparatus necessary to properly conduct the Revenue-Generating Aviation Activity authorized.

FAA – the Federal Aviation Administration.

FAR or FARs – the then current Federal Air Regulations.

Fixed Base Operator or FBO – is an Entity authorized and required to offer , at a
minimum, to the operators of based and transient/itinerant personal or business Aircraft: (1) retail sales and delivery into-plane of Aircraft fuels, lubricants and additives; (2) overnight tie-down and hangarage; (3) minor Aircraft maintenance, servicing and repair; (4) tire “airing”, air starts and battery “boosts”; (5) pilot and passenger waiting lounge with restrooms and public phones and direct-access to the most current aviation weather information; (6) airplane-to-ground radio communications; (7) removal of disabled Aircraft from the AOA (these activities 1–7 are, collectively, the “ Core FBO Services ”). FBOs may be authorized to engage in Revenue-Generating Aviation Activities in addition to, but not in substitution of, the Core FBO Services. An FBO may enter a Subcontract with a third party to provide Core FBO Service no. 3, minor Aircraft and powerplant servicing, maintenance and repair, and/or additional, non-Core FBO Services, provided such Subcontractor holds or enters a complementary Agreement with the City.

Note: Only FBOs will be authorized to offer retail sales and/or delivery into-plane of Aircraft fuels. City also retains its right to offer retail sales and/or delivery into-plane of Aircraft fuels.

Improvements – all buildings, structures, and facilities including, but not limited to, pavement, fencing, signs and landscaping constructed, installed or placed on, under or above any leased area by, or with the concurrence of, a Lessee of Airport property.

Lease, Lease Agreement or Agreement -- A written and legally enforceable document covering business privileges and/or real property at or on the Airport.

EXHIBIT C

4 Leased Premises or Premises – real property at the Airport covered by a Lease.

Lessee or Operator or Tenant – an Entity that has entered a Lease with the Department.

Lessor or Landlord – the Department
Mobile Service Provider or MSP - an Entity that conducts one or more authorized Revenue Generating Aviation Activities on, at or from the Airport, but does not operate out of Leased or Subleased Premises. Examples of MSPs include, but are not limited to, Aircraft mechanics, flight instructors, Aircraft detailers, and oil recyclers.

On Demand Air Transportation - is unscheduled commercial air transportation for hire operated under FAR parts 119 and 135.

Operator -- A Lessee or Sublessee
Preventive Aircraft Maintenance - maintenance that is not considered a major aircraft alteration or repair and does not involve complex assembly operations listed in FAR Part 43.

Public Airport - an airport used or intended to be used for public purposes (A) that is under the control of a public agency and (B) of which the area used or intended to be used for the landing, taking off, or surface maneuvering of Aircraft is publicly owned.

Ramp – paved areas suitable for maneuvering and/or parking Aircraft.

Repair Facility – a facility (sometimes called a shop) that is used for repairing Aircraft or Aircraft systems, components or accessories including, without limitation thereto, engines, powerplants, propellers, radios, navigational aids and instruments
Revenue-Generating Aviation Activity – any commercial activity which relates to the fabrication, operation, maintenance, modification, repair, cleaning [exterior and/or interior], refurbishing, restoration, overhaul, painting, plating or refinishing of Aircraft; or of the airframes, powerplants, components, equipment, systems or accessories of Aircraft Revenue-Generating Aviation Activities include, but are not
limited to , pilot training; demonstration flights; “dog-fighting”; Aircraft rental; sightseeing flights; glider towing; parachuting; “sky diving”; aerial ambulance; aerial firefighting; aerial photography or surveying; aerial advertising; aerial traffic or news reporting; powerline, pipeline or other aerial patrolling; aerial application; weather modification; air taxi or charter; Aircraft sales, including fractional

EXHIBIT C

5 ownership; commercial flying clubs; management of Aircraft owned by others; Aircraft scheduling: passenger handling; ground handling; passenger security screening; baggage, mail or freight loading/unloading and/or transportation on the Airport; Aircraft marshalling and push-back; receipt and/or storage on the Airport of mail, baggage or freight; flight dispatch; loading bridge operation; the sale and/or delivery or installation of Aircraft components, parts, systems or accessories, and the sale and/or delivery of products used by or in Aircraft, including fuel, lubricants, additives, oxygen and flight meals.

Revenue Generating Aviation Activities do not
include any of the above activities
if conducted by a governmental unit or agency in support of its governmental functions; nor do Revenue-Generating Aviation Activities include Airline operations or any of the above activities conducted by an Airline with its own employees in support of its Airline operations; nor do Revenue Generating Aviation Activities include Aircraft Operations by transient or itinerant Aircraft, or non-commercial Aircraft operations by personal or business aircraft based at the Airport in a Leased hangar or tie-down space.

Specialized Aviation Service Operator or SASO – an Entity that is authorized to engage in one or more Revenue Generating Aviation Activities, but is not an FBO or an Airline.

Sublease or Subcontract - a written agreement consented to in writing by the Director, stating the terms and conditions under which a third party Entity (the Sublessee or Subcontractor) rents space (Subleased Premises) at the Airport from a Lessee, and/or conducts a Revenue Generating Aviation Activity from a Lessee’s Premises. A Sublease or Subcontract can not authorize the Sublessee or Subcontractor to conduct any Business at the Airport: business privileges can be authorized only by the City, in a complementary Agreement between the Subcontractor or Sublessee and the City
Through-the-Fence Business Operation - An aviation-related business activity located in the immediate vicinity of the Airport, but not on Airport property, which activity would be a Revenue Generating Aviation Activity if located at or on Airport property; and which requires some entrance upon Airport property by the business operator for the business activity to be accomplished. A Through-the- Fence Business Operation relies upon Airport users as a continuous and significant source of its business. An example would be an Aircraft inspection and/or repair or refurbishment business where the Aircraft or a major Aircraft component is ground transported off the Airport for the inspection and/or repair or refurbishment and returned to the Airport upon completion.

SECTION 3. STATEMENT OF POLICY - PRINCIPLES APPLYING

EXHIBIT C

6 It is the policy of the City to operate and develop FYI as the primary airport for Airline services and operate FCH as a reliever airport primarily serving general aviation Aircraft. Both Airports will be operated and developed by the Department as a financially self-supporting, complementary system of airports serving the entire range of airport users safely, securely and efficiently, offering reliable, high quality aviation products and services to meet the air transportation needs and desires of the region’s citizens, visitors, commerce and economy in an environmentally friendly manner and as a good neighbor.

To meet these policy goals, the Department shall be guided by the following principles:

1. No Entity may regularly engage in any Revenue Generating Aviation Activity at, on or from the Airport without first entering an Agreement with the City which will prescribe the Revenue Generating Aviation Activity or Activities authorized and/or required to be offered.

2. Entities so authorized will be required to make a financial investment in Improvements and/or Equipment sufficient to satisfy the reasonably anticipated demand for the Business(es) authorized.

3. The rents, fees and/or charges charged to their clients and customers by authorized Entities shall not be higher than are reasonable and customary in that trade or business in Central California.

4. The rents, fees and/or charges charged by the Department shall be fair and not unduly discriminatory, taking into consideration the Department’s direct and indirect costs of providing, maintaining, servicing and keeping secure the Airport, including the rented or Subleased Premises, the market value of same, the revenue potential of the Revenue Generating Aviation Activities authorized and their relative importance to the region.

Before commencing Business operations, authorized Entities shall post and maintain security equivalent to not less than three months’ of the anticipated rents, fees and/or charges payable to the Department.

5. The term of any Agreement shall be no longer than required to reasonably amortize the investment in those Improvements to the Leased Premises required by the Lease of those Premises.

6. In addition to compliance with all applicable building, zoning and hazard codes and the Airport Master Plan, all Improvements must be approved by the Department as to architectural suitability, location and height with respect to other Airport facilities. No Improvement will be permitted that in any way interferes with or derogates Airport operations, or other Airport facilities, or encroaches into or conflicts with any FAR part 77 imaginary

EXHIBIT C

7 surface or with any building restriction line or safety area depicted on the then current ALP.

7. The then effective Airport Master Plan shall control the types, placement and sizing of all future facilities at the Airport. No extant facility that does not conform with the then current Airport Master Plan shall be used or leased on terms that might impede or delay the timely development of the Airport in conformity with the then current Airport Master Plan, nor shall any Improvements to such facility be allowed if it might impede or delay timely subsequent development of the Airport in conformity with the said Master Plan.

8. The highest and best use shall be made of the limited Airport premises so as to maximize the capacity of the airports system to meet the air transportation needs and desires of the Airports’ region. Lower or lesser uses may be authorized on an interim basis to provide interim revenues to the Department, but any such lower or lesser use(s) shall be on bases that will not impede or delay the eventual highest and best use. Hangars shall be used for the storage of Aircraft that are Airworthy or in the process of being made Airworthy and Aircraft associated support materials, AND/OR in the case of authorized FBOs or SASOs for the conduct of their authorized Business(es). Without limiting the generality of the foregoing, no hangar may be used primarily for storing or inventorying personal property that is not closely associated with the servicing, maintenance and/or care of Airworthy Aircraft or Aircraft actively in process of being made Airworthy, or being prepared for public display, or being specially prepared, treated and preserved for future rehabilitation.

9. Through-the-Fence Business Operations shall be authorized in extreme cases only, where the Director considers the products or services to be offered significant for Airport users and they are not already available on the Airport and there is no possibility of accommodating them on the Airport within a reasonable time. The City’s policy does not favor Through-the-Fence Business Operations.

SECTION 4. GENERAL LEASE PROVISIONS/OBLIGATIONS;

INCORPORATION BY REFERENCE
All Agreements authorizing any Revenue Generating Aviation Activity at the Airport shall incorporate by reference the then effective Minimum Standards, including the following provisions -- the extent each such standard or provision is not in conflict with any express provision of the Agreement. In the case of any conflict, the Agreement shall control.

1. Employee Conduct and Customer Service Emphasis

EXHIBIT C

8 A. Management Control and Supervision - Each authorized Operator is required to employ the necessary quantity of trained management and supervisory personnel to provide for the safe, secure, and timely compliance with its Lease obligations.

B. Personnel Training and Certification - All authorized Operator personnel shall be fully qualified and trained to provide a high quality standard of courteous, efficient, and safe service to the public and customers. Personnel shall meet all Federal, State, and local certification and licensing requirements applicable to their individual duties.

2. Facilities for the storage and disposal of toxic materials and contaminants must comply with all applicable governmental rules, regulations, standards and requirements. Operator will obtain all necessary permits for storage and disposal and will provide Lessor with copies of such permits and evidence of compliance with the terms and conditions thereof. Improper storage or disposal of toxic materials or contaminants shall be grounds for termination of the lease. Operator shall be liable for the costs of correcting any contamination or damage to the Leased Premises and/or adjacent areas caused by improper storage, disposal or use of any such materials, which liability shall survive the expiration or earlier termination of the Lease.

3. Nothing contained in the Lease shall be construed to grant or authorize the granting of an exclusive right to provide aeronautical services to the public as prohibited by Section 308 (a) of the Federal Aviation Act of 1958, as amended, and the City reserves the right to grant to others the privilege and right of conducting any one or all activities of an aeronautical nature, so long as they meet the Minimum Standards.

4. The City reserves the right to, but shall not be obligated to the Operator to, maintain and keep in repair the landing area of the Airport and all publicly owned facilities of the Airport, together with the right to direct and control all use of said landing area and facilities, including Operator’s use.

5. The City reserves the right to further develop or improve the AOA as it deems necessary, regardless of the desires or view of the Operator, and without interference or hindrance by or from the Operator.

6. During the time of war or national emergency, the City shall have the right to Lease the landing area or any part thereof to the United States Government for military use, and if such Lease is executed, the provisions of the Operator’s Lease insofar as they are inconsistent with the provisions of the Government’s Lease, shall be suspended.

EXHIBIT C

9 7. The City reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction together with the right to prevent the Operator from erecting, or permitting to be erected any building or other structure on or adjacent to the Airport which, in the opinion of the City, would limit the usefulness of the Airport or constitute a hazard to Aircraft.

8. The Lease shall be subordinate to the provisions of any existing or future agreement between the City and the United States relative to the operation or maintenance of the Airport, the execution of which agreement has been or may be required as a condition precedent to the receipt or expenditure of Federal funds for the development of the Airport.

9. The Operator shall not assign or otherwise transfer any interest in Operator’s Lease, nor shall Operator Sublease or assign any interest in its Leased Premises or any portion thereof without the express, written consent of the City.

10. No Airport facilities, including hangars, Ramps and vehicular parking areas, shall be used for the storage of cars, trucks, recreational vehicles, boats, trailers, mobile homes, household furnishings or any other personal property not associated with the conduct of the Business or use authorized. Without limiting the generality of the foregoing, Operator shall not store at the Airport any Derelict Aircraft, nor shall Operator allow its Premises at the Airport to be used for the storage of Derelict Aircraft.

11. Operator shall submit on an annual basis all information deemed by the Department to be relevant to Operator’s creditworthiness and financial stability. Operator is required to satisfy the Director that it is financially able to perform the services authorized in its Agreement. This shall include the responsibility to demonstrate continued financial solvency and business ability by submitting an annual financial statement, credit references, and any other proof the Director may require from time to time.

Information provided shall be in a format determined by and acceptable to the Director. The Director shall be the final judge as to the qualifications and financial ability of Operator. Operator agrees that the Director may undertake such investigation and inspection as it deems necessary and appropriate.

12. The use of any Airport Premises shall conform to all applicable Airport /local/ state/ federal rules and regulations including but not limited to; building and fire codes; E.P.A. regulations and storm water discharge permit restrictions.

EXHIBIT C

10 13. During Operator’s activity at the Airport, the Operator shall pay for and maintain in full force and effect all policies of insurance required hereunder with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated not less than "A-VII" in Best's Insurance Rating Guide, or (ii) authorized by CITY'S Risk Manager or his/her designee. The following policies of insurance are required:
(i) COMMERCIAL GENERAL LIABILITY insurance
which shall be at least as broad as Insurance
Services Office (ISO) form CG 00 01 and shall include
coverage for “bodily injury”, “property damage” and
“personal and advertising injury”, including premises
and operation, products and completed operations,
contractual liability and hangar keepers liability (if
applicable) with limits of liability of not less than
$1,000,000 per occurrence and $2,000,000 general
aggregate for bodily injury and property damage,
$1,000,000 per occurrence for personal and
advertising injury and $2,000,000 aggregate for
products and completed operations.
(ii) COMMERCIAL AIRCRAFT LIABILITY insurance
which shall include coverage for “bodily injury”
(including passengers) and “property damage”,
including aircraft personal injury liability, newly
acquired aircraft liability, non-owned aircraft liability, hangar keepers liability and contractual liability with limits of liability of not less than $10,000,000 per
occurrence for bodily injury and property damage
[required only if Operator’s activity includes the
operation of aircraft].
(iii) COMMERCIAL AUTOMOBILE LIABILITY insurance
which shall be at least as broad as the most current
version of Insurance Services Office (ISO) form CA
00 01 and shall include coverage for “any auto” with
limits of liability of not less than $1,000,000 per
accident for bodily injury and property damage.
(iv) Fire and Extended Coverage Insurance against loss
or damage to the building or structure, including
improvements and betterments, by fire and lightning,
with extended coverage insurance for vandalism and
malicious mischief insurance and sprinkler system

EXHIBIT C

11 leakage insurance. Such extended coverage
insurance will, as nearly as practicable, cover loss or damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke and such other hazards as are
normally covered by such insurance. Such insurance
will be in an amount equal to the full replacement cost (without deduction for depreciation) of the building or structure, including improvements and betterments,
with no coinsurance penalty.
(v) WORKERS' COMPENSATION insurance as required
under the California Labor Code.
(vi) EMPLOYERS’ LIABILITY insurance with minimum
limits of $1,000,000 each accident, $1,000,000
disease each employee and $1,000,000 disease
policy limit [required only if Operator has employees].

All policies of insurance required hereunder shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar day written notice by certified mail, return receipt requested, has been given to the City. Upon issuance by the insurer, broker or agent of a notice of cancellation, non- renewal or reduction in coverage or limits, Operator shall furnish City with a new certificate and applicable endorsements meeting all the above coverage and limits requirements not less than 15 calendar days prior to the effective date of the cancellation, non-renewal or reduction in coverage or limits.

The General Liability, Automobile Liability and Aircraft Liability insurance policies shall name City of Fresno, its officers, officials, agents, employees and volunteers as additional insureds. Operator’s insurance shall be primary as respects to the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents and volunteers shall be excess of the Operator’s insurance and not contribute with it. Any Workers’ Compensation insurance policy shall contain a waiver of subrogation as to CITY, its officers, officials, agents, employees and volunteers. Operator shall have furnished CITY with the certificate(s) and applicable endorsements for ALL required insurance before conducting any activity at the Airport.

Operator shall furnish City with copies of the actual policies upon the request of CITY'S Risk Manager or his/her designee and this requirement shall survive the use of City grounds and facilities.

EXHIBIT C

12 If at any time during Operator’s activity at the Airport, Operator fails to maintain the required insurance in full force and effect, the Operator’s activity at the Airport shall be discontinued immediately until notice is received by City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to CITY.

The City reserves the right to change the required insurance coverage at any time by letter and the Operator shall comply within thirty (30) days from date of notice.

14. Operator shall indemnify, hold harmless and defend City and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by City, Operator or any other person, and from any and all claims, demands and actions in law or equity (including attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of the activity of the Operator, its principals, officers, agents, employees, persons under the supervision of Operator, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them at the Airport.

15. Lessee, or Lessee’s personal representative, its successors in interest and assigns, as part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that (1) no person on the grounds of race, gender, religion or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction in the use of any improvements on, over or under such land and the furnishing of services thereon, no person on the grounds of race, gender, religion or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) that the Lessee, shall use the premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, office of the Secretary, Part 21 nondiscrimination federally-assisted programs of the U.S. Department of Transportation - effectuation of Title VI of the Civil Rights Act of 1964, and as said regulations may be amended. In the event of breach of any of the above nondiscrimination covenants, the Department shall have the right to terminate the Lease and to re-enter and repossess said land and the facilities thereon, and hold the same as if said Lease had never been made or issued.

EXHIBIT C

13 Lessee agrees to furnish services on a fair, equal and not unjustly discriminatory basis to all users thereof, and to charge fair, reasonable and not unjustly discriminatory prices for each unit or service; provided, that the Lessee may be allowed to make reasonable and
nondiscriminatory discount, rebate or other similar types or price reductions to volume purchasers.

16. Lessee, if applicable, must provide a plan meeting all local, state and federal regulations for the storage, containment and disposal of contaminants and toxic waste.

17. Lessee agrees to comply with airport rules and regulations as established and revised from time to time by the Director.

18. Lessee agrees to engage only in the Business or activity authorized by its Agreement. Failure to actively engage in one or more of the Businesses authorized for a period of 90 days or more, shall be grounds for termination by the City of the authority to engage in that or those Businesses, or termination of the Lease.

Lessee shall notify the Director of every instance where Lessee has knowledge of, or suspects that, another Entity is using Lessee’s Premises for a Revenue-Generating Aviation Activity not authorized by the Department. Failure to timely take reasonable means to determine if a particular activity constitutes an unauthorized Revenue-Generating Aviation Activity shall make Lessee liable to the City for the fees and charges pertinent to the unauthorized Revenue-Generating Aviation Activity as if it had been authorized. Further, Lessee shall forthwith take steps to terminate the unauthorized Revenue-Generating Aviation Activities.

19. Operator shall abide by all provisions of the then current, approved Airport Security Plan. Without limiting the generality of the foregoing, Operator shall not provide airport gate codes or keys to any member of the general public AND Operator assumes responsibility for the conduct of its employees, officers, directors, agents, customers, clients and business invitees at the Airport. If violations of the Airport Security Plan by the Operator or any of the people for whom the Operator has assumed responsibility result in fines being levied against the City by any federal or state agency, Operator will reimburse the Department for the full cost of such fines within thirty (30) days of payment. Any conduct which the Director deems to constitute a violation of the approved Airport Security Plan or a threat to pubic safety, health or security must be discontinued immediately and may not be re-commenced until specifically authorized in writing by the Director.

EXHIBIT C

14 20. Operator and/or Operator’s employees must possess all the licenses, certificates and ratings necessary to lawfully engage in the businesses and activities authorized and/or required.

21. Operator shall keep the Leased or Subleased Premises neat, clean and appropriately supplied and shall conduct the lawful, sanitary, and timely handling and disposal of all solid waste, regulated waste, and other materials including, but not limited to, sump fuel, used oil, solvents, and other regulated waste. The piling and storage of crates, boxes, barrels, containers, refuse, and surplus property is not permitted upon the Leased Premises.

22. Operator shall provide and properly locate about the Leased Premises the proper number, types, and sizes of fire extinguishers, and other safety equipment, in accordance with the Uniform Fire Code. All fire extinguisher certifications must be kept current.

23. Operator acknowledges that owners of Aircraft are entitled to use the AOA and may tie-down, adjust, repair, refuel, clean, and otherwise service their own aircraft, provided the service is performed by the Aircraft owner him/herself Any unreasonable restrictions imposed on owners or operators or Aircraft by the Operator will be construed as a violation of City policy.

SECTION 5. MINIMUM FACILITIES, EQUIPMENT, HOURS OF OPERATION,

STAFFING, AND MORE

1. Application of this Section 5
All Entities authorized to conduct any Revenue Generating Aviation Activity at the Airport shall comply with ALL the requirements set forth in this Section 5 that are applicable to the Business(es) authorized UNLESS expressly waived or modified in writing by the Director. The mere omission of any particular minimum requirement in a Lease shall not constitute a waiver or modification of the minimum requirement.

The Director may expressly waive or modify, in writing, any portion of these Section 5 minimum requirements for any Entity upon Director’s determination that such waiver or modification is in the best interest of the public and will not result in undue discrimination against other Entities authorized to engage in the same or similar Business(es) at the Airport.

When an Agreement authorizes multiple Revenue Generating Aviation Activities, the authorized Entity shall comply with the minimum

EXHIBIT C

15 requirements established for each separate Business authorized, but the space or capacity requirements need not be cumulated if the Operator can demonstrate, to the satisfaction of the Director, that the facilities will be adequate to allow all the authorized Businesses to be conducted simultaneously. In such cases, the minimum requirement that is most strict or imposes the highest standard shall apply, as a minimum.

Revenue Generating Aviation Activities not currently being offered or provided at the Airport, and for which minimum requirements have not yet been established, will be addressed by the Director as and when applications to offer or engage in such Businesses are received.

2. FBOs
Buildings
Each FBO shall lease or construct a public use building complex including:
x A customer service counter/office of not less than 500 square feet, with operating two-way air-to-ground radio, current aviation charts for sale, and facilities for obtaining rental cars or the use of a courtesy car x A well lighted, comfortably heated and air conditioned waiting lounge of not less than 1000 square feet, furnished with comfortable seating for not less than twenty-five people
x A discreet flight planning area within or adjacent to the lounge, properly equipped with appropriate wall charts, NOTAMs board, local-access telephone to contact Flight Service, and a computer to access current aviation weather information.
x Men’s and Ladies’ rooms accessible from the lounge.
x A public use phone with posted list of numbers to call for after-hours FBO services, overnight accommodation, and ground transportation. x A free-span hangar of not less than 40,000 square feet x Paved parking as required by code, but not less than sufficient to park fifty automobiles
x Above-ground, double-walled fuel storage tank(s) with not less than 20,000 gallons capacity of jet A and not less than 5,000 gallons of aviation gasoline
x Storage for not less than 144 quarts of the most popular grades of aviation oil and 144 quarts of jet A additives
Equipment
Each FBO shall provide:
x A tug capable of towing aircraft of up to 40,000 # gross weight

EXHIBIT C

16 x Tow bars to fit common GA aircraft up to at least 40,000# maximum take off weight.
x An air start cart or vehicle
x An electric “boost” cart or vehicle with 1600 amps capacity at both 14 and 28 volts, with adapters to fit common GA aircraft [all the foregoing may be combined in one or more vehicles]
x An air compressor capable of compressing air to not less that 125 psi for landing gear strut and/or tire inflation
x Bottled nitrogen for inflating Aircraft landing gear struts and/or tires x Dollies and other equipment for use with the tug in removing disabled aircraft of not less than 40,000 # gross weight from the AOA x Aviation grade oxygen re-fills
Hours of Operation
.

Each FBO shall be open for business and attended twenty-four (24) hours per day, seven (7) days per week. Any deviations from this schedule must be requested in advance and approved in writing by the Director.

During all daylight hours, each FBO shall promptly provide Equipment and trained personnel to remove disabled Aircraft from the AOA – at the request of, and with an appropriate release of liability or indemnification from, the owner or operator of the disabled aircraft or the Director.

Outside regular business hours, each FBO shall be on-call to provide the same Equipment and trained personnel within thirty (30) minutes. If multiple FBOs are obligated to provide aircraft removal services on the Airport, they may agree among themselves as to which shall be on-call and when, provided that a copy of their written agreement is supplied to the Director and kept current thereafter
Each FBO shall have on duty a quantity of personnel sufficient to meet the Minimum Standards for the Core FBO Services and for each additional authorized business, if any. However, multiple responsibilities may be assigned to employees where practical.

Qualifications of Fuel Handling Personnel
All FBO fuel handling personnel shall be trained in the safe and proper handling, dispensing, and storage of aviation fuels. The FBO shall develop and maintain Standard Operating Procedures (SOP) for refueling and ground handling operations and shall ensure compliance with standards set forth in the Uniform Fire Code and FAA Advisory Circular 00-34A, Aircraft Ground Handling and Servicing. The SOP shall address bonding and fire protection, public protection, control of access to the fuel storage area, and marking and

EXHIBIT C

17 labeling of fuel storage tanks and fuel dispensing equipment, and shall be submitted to the Director no later than thirty (30) days prior to the FBO commencing fueling activities.

Additionally, the FBO shall comply with FAA Advisory Circular 150/5230-4, Aircraft Fuel Storage, Handling, and Dispensing on Airports, Airport rules and regulations, and all other applicable laws related to aircraft fuel handling, dispensing and storage. Each FBO shall obtain all applicable fueling certifications and permits, and receive periodic refresher training as required.

The Director and/or the FAA may periodically conduct inspections of the FBO activities and facilities to ensure compliance with laws, regulations, and Minimum Standards.

Additional Requirements for FBOs
Each FBO shall furnish good, prompt, courteous and efficient services, adequate to meet all reasonable demands, on a fair, reasonable and non- discriminatory basis. Each FBO shall operate its business in a first-class manner and shall, at all times, keep its premises at the Airport in a safe, clean and orderly condition consistent with the Business activities authorized, and satisfactory to the Director. Each FBO shall accept not less than three major credit cards and at least one oil company credit card.

Each FBO shall select and appoint a full-time manager of its operations at the Airport. Such manager shall be properly qualified and experienced and shall be vested with full power and authority to act in the name of the FBO in respect to the method, manner and conduct of the authorized Business.

Such manager or a duly authorized subordinate shall be present and available at the Airport during regular business hours. Each FBO shall provide the Director, and keep current, a typed list of the names, addresses, and contacts for all personnel responsible for the operation and management of the FBO. In addition, the Director shall be provided a point-of-contact with phone numbers for emergency situations.

All FBO personnel who have regular contact with the public or customers of the FBO (except the FBO’s pilots, office personnel, marketing personnel and offsite sales persons) shall wear attractive uniforms with appropriate insignia and nameplate so they may be readily identified.

Each FBO shall control the conduct, demeanor and appearance of its employees and representatives. Upon receiving a reasonable and specific complaint from the Director concerning the conduct, demeanor or appearance of any employee, the FBO shall forthwith take all steps necessary to remove the cause of the complaint.

EXHIBIT C

18 3. SASOs
A. General Requirements for all SASOs
Operating hours
Eight daylight hours per day, on the same five continuous days each week, exclusive of a two week period when a SASO may, by prior notice, be closed for vacation. The operating hours shall be posted near the door to the Operator’s Leased or Subleased Premises.

Leased Space
Each SASO shall operate out of a building located on the Airport. The Leased or Subleased Premises shall be of an appropriate size to accommodate the services being offered, be accessible to the public, and be marked with appropriate external signage. Each SASO shall provide paved auto parking appropriate for the needs of the business.

Responsible Personnel
Each SASO shall provide the Director, and keep current, a typed list of names, addresses, and contacts of all personnel responsible for the operation and management of the SASO.

B. Additional Requirements for Specific SASOs

1. Flight Training SASOs
SASOs providing aircraft dual and solo ground and flight instruction necessary to complete the written examination and flight check for any category of pilot certificate or rating shall, as a minimum:
a. Provide at least two (2) or more FAA certified flight instructors as necessary to meet the flight training demand and schedule requirements.
b. Provide at least four (4) properly licensed and maintained fixed wing aircraft and/or at least two (2) helicopters equipped to accomplish the services offered. If only
helicopter instruction is offered, no fixed wing aircraft will be required.
c. Provide air-conditioned classroom space of not less than 200 square feet.

EXHIBIT C

19 2. Airframe and Power Plant Maintenance SASOs
SASOs providing major or minor airframe and/or power plant servicing, maintenance, overhaul, repairs or modifications shall:
a. Operate from a ventilated shop space large enough to accommodate one or more GA Aircraft of 40,000# gross
take off weight.
b. Have on-duty at least one (1) FAA-certified technician who possesses an airframe and/or powerplant certificate, with inspection authorization, or operate pursuant to an FAR Part 145 repair station certificate.
c. Provide equipment, supplies and parts required to inspect, maintain and repair GA Aircraft of 40,000# gross takeoff weight or more, and their power plants and Aircraft operating systems.

3. On-Demand SASOs
SASO's providing On-Demand Air Transportation shall:
a. Provide at least one (1) person who is appropriately licensed and rated to permit the flight activity offered by the SASO. b. Provide one properly maintained and equipped, turbine powered aircraft to accomplish the services offered.

An On-Demand SASO shall have and display, a current FAR Part 135 Certificate.

4. Aircraft Rental SASOs
SASOs renting aircraft to be flown by third-party, licensed pilots shall:
a. Have at least one (1) qualified person available to meet customers' needs.
b. Have available for rental, a minimum of four (4) owned or leased fixed wing aircraft and/or two helicopters, all of them

EXHIBIT C

20 certified and Airworthy. These may be the same aircraft used for flight instruction if the Aircraft Rental SASO is also a Flight Training SASO.

5. Avionics Maintenance and Sales SASOs
SASOs providing avionics services, which includes the maintenance, repair, and installation of aircraft avionics, radios instruments, and accessories, and includes the sale of such equipment, shall:
a. Operate in ventilated office or shop space on the Airport that is able to accommodate at least one fixed wing Aircraft of not less than 40,000# gross take off weight.
b. Have at least one (1) trained and FAA certified technician. c. Hold the appropriate FAA certificates required for the types of services offered.

6. Aircraft Hangar Rental SASOs
An Aircraft hangar rental SASO leases or rents hangars or hangar space to third-party aircraft owners or operators solely for those third-parties’ storage of their owned or operated Aircraft. An Aircraft hangar rental SASO shall:
a. Lease or construct hangars sufficient to store, in complete security, not less than five GA Aircraft, each of 40,000# gross take off weight or more. Each hangar shall meet all applicable fire safety codes, shall be lighted and equipped with a mens room and a ladies room. SASO shall also
provide trash bins. SASO shall keep the rest rooms clean and supplied and shall empty all trash as often as required but not less than once each week, appropriately disposing of same at SASO’s expense at a location off the Airport.
b. Lease or construct so much paved automobile parking area as required by code but in no event less than three (3) parking stalls for each Aircraft that could be accommodated. c. Post a contact name and phone number for SASO, including hangar availability, and rental rates.

EXHIBIT C

21 d. Provide the Director with keys for all rental hangars for immediate access in emergency situations.
c. Provide the Director a list of all Operator’s hangar renters, with their names addresses and phone numbers and the
make, model and “N” number of their stored Aircraft, plus a list of Aircraft owners, if any, waiting for a hangar to become available for rental. This list shall be updated no less frequently than quarterly.
d. SASO shall rent hangars for aircraft storage purposes only .

Without limiting the generality of the foregoing, no hangar may be used primarily for storing or inventorying personal property that is not closely associated with the servicing, maintenance and/or care of an Airworthy Aircraft stored in the hangar. or Aircraft actively in process of being made Airworthy in the hangar, or an Aircraft being prepared for public display, or being specially prepared, treated and preserved for future rehabilitation in the hangar. Extensive storage of personal property in any hangar, except as an incident of the hangar’s primary use as aforesaid, shall constitute a breach of the SASO’s Agreement with the City. e. Hangar tenants may perform only Preventive Aircraft
Maintenance in accordance with 14 CFR Part 43 within their rented hangars. Any other aircraft maintenance must be performed by an authorized FBO, SASO, MSP, or by the
tenant in accordance with 14 CFR Part 43.3(d).

Experimental aircraft construction and maintenance is
allowed in accordance with 14 CFR Parts 21 and 65. Any type of hazardous or combustible material storage shall be permitted within the hangar property only in amounts allowed under the Uniform Fire Code. The piling and storage of
crates, boxes, barrels, and containers, refuse, and surplus property shall not be permitted either inside or outside the hangar. All activity in or about the hangars shall be in accordance with the requirements of the Uniform Fire Code.

7. Aircraft Sales SASOs
SASOs providing new and/or aircraft sales and aircraft brokerage services shall:
a. Operate from an exclusively occupied office on the Airport and have at least one (1) qualified aircraft salesperson who

EXHIBIT C

22 holds a current commercial pilot certificate with appropriate aircraft type ratings

8. Aircraft Restoration, Painting, and Refurbishing SASOs SASOs providing the restoration, painting and refurbishing of aircraft structures, propellers, accessories, interiors, exteriors, and components, shall:
a. Operate from a ventilated shop space large enough to accommodate one Aircraft of 40,000# gross take off weight. b. Have at least one (1) qualified person that has certificates appropriate for the work performed.
c. Meet all requirements of the Uniform Fire Code.
d. If painting is to be performed on the Airport, holds any and all the air quality and other permits required for same.

9. Specialized Flying Services SASOs
SASOs providing specialized commercial flying services such as sightseeing tours, aerial photography or surveying, power line or pipeline patrol, weather modification, firefighting or fire patrol, air ambulance, airborne mineral exploration, banner towing, and other air transportation operations specifically excluded from FAR Part 135 shall:
a. Provide at least one (1) person who holds a current FAA appropriate pilot certificate and medical certificate with ratings appropriate for the operator's aircraft.
b. Own or lease at least one (1) Airworthy Aircraft.

10. Mobile Service Providers.

If the Director shall determine that any significant need of the owner’s of Aircraft based at the Airport is not being adequately met by the authorized, on-airport SASOs, he may, in his discretion, authorize Mobile Service Providers who shall meet at least the following general requirements:

Each MSP shall hold a City issued Commercial Aviation Operator Permit.

EXHIBIT C

23 Each MSP shall ensure compliance with the Airport Security Access Plan.

Each MSP shall provide sufficient qualified personnel necessary to meet the Minimum Standards for each aeronautical service authorized. However, multiple responsibilities may be assigned to employees where feasible.

Each MSP shall provide the Director, and keep current, a written statement of names, addresses, and contacts of all personnel responsible for the operation and management of the MSP.

11. Operations NOT Authorized
a. Since the Airport is located in FAA Class C airspace, no sport parachuting or skydiving is authorized.
b. Aerial application operations are not authorized.
c. Glider towing is not authorized.
d. Banner towing operations are not authorized.
e. Free balloon operations are not authorized.
f. Operations by aircraft qualifying as “ultralight” by the FAA are not authorized.
g. Operations by powered parachutes are not authorized. 1/27/06 version

EXHIBIT C

EXHIBIT D

2 3. LISTING OF AIRLINES SERVI CED AND SERVICES PROVIDED NAME OF AIRLINE SERVICED: _________________________________________ A. CONTRACT: COMMENCEMENT DATE: ________________
TERMINATION DATE: ________________
DATE A COPY PROVIDED TO CITY: ________________
B. SERVICES PROVIDED (check each that applies to the above airline):
___ GROUND HANDLING RAMP SERVICE
___ LIGHT MAINTENANCE SERVICE
___ INTO-PLANE FUEL SERVICE
___ WASTE DISPOSAL SERVICE
___ GROUND EQUIPMENT RENTAL
___ PASSENGER SERVICES
___ PORTER SERVICES
___ SECURITY SERVICES
___ BAGGAGE DELIVERY SERVICES
___ AIRCRAFT CLEANING
___ SALE OF AIRCRAFT FUELS AND OILS
NAME OF AIRLINE SERVICED: _________________________________________ A. CONTRACT: COMMENCEMENT DATE: ________________
TERMINATION DATE: ________________
DATE A COPY PROVIDED TO CITY: ________________
B. SERVICES PROVIDED (check each that applies to the above airline):
___ GROUND HANDLING RAMP SERVICE
___ LIGHT MAINTENANCE SERVICE
___ INTO-PLANE FUEL SERVICE
___ WASTE DISPOSAL SERVICE
___ GROUND EQUIPMENT RENTAL
___ PASSENGER SERVICES
___ PORTER SERVICES
___ SECURITY SERVICES
___ BAGGAGE DELIVERY SERVICES
___ AIRCRAFT CLEANING
___ SALE OF AIRCRAFT FUELS AND OILS

EXHIBIT D

3 PAGE NO. ___
NAME OF AIRLINE SERVICED: _________________________________________ A. CONTRACT: COMMENCEMENT DATE: ________________
TERMINATION DATE: ________________
DATE A COPY PROVIDED TO CITY: ________________
B. SERVICES PROVIDED (check each that applies to the above airline):
___ GROUND HANDLING RAMP SERVICE
___ LIGHT MAINTENANCE SERVICE
___ INTO-PLANE FUEL SERVICE
___ WASTE DISPOSAL SERVICE
___ GROUND EQUIPMENT RENTAL
___ PASSENGER SERVICES
___ PORTER SERVICES
___ SECURITY SERVICES
___ BAGGAGE DELIVERY SERVICES
___ AIRCRAFT CLEANING
___ SALE OF AIRCRAFT FUELS AND OILS
NAME OF AIRLINE SERVICED: _________________________________________ A. CONTRACT: COMMENCEMENT DATE: ________________
TERMINATION DATE: ________________
DATE A COPY PROVIDED TO CITY:________________
B. SERVICES PROVIDED (check each that applies to the above airline):
___ GROUND HANDLING RAMP SERVICE
___ LIGHT MAINTENANCE SERVICE
___ INTO-PLANE FUEL SERVICE
___ WASTE DISPOSAL SERVICE
___ GROUND EQUIPMENT RENTAL
___ PASSENGER SERVICES
___ PORTER SERVICES
___ SECURITY SERVICES
___ BAGGAGE DELIVERY SERVICES
___ AIRCRAFT CLEANING
___ SALE OF AIRCRAFT FUELS AND OILS

EXHIBIT D

DISCLOSURE OF CONFLICT OF INTEREST
between City of Fresno (“Fresno”)
(“ ”)
YES* NO
1 Are you currently in litigation with the City of Fresno or any of its agents?
2 Do you represent any firm, organization or person who is in litigation with the City of Fresno?
3 Do you currently represent or perform work for any clients who do business with the City of Fresno?
4 Are you or any of your principals, managers or professionals, owners or investors in a business which does business with the City of Fresno, or in a business which is in litigation with the City of Fresno? 5 Are you or any of your principals, managers or professionals, related by blood or marriage to any City of Fresno employee who has any significant role in the subject matter of this service? 6 Do you or any of your subcontract ors have, or expect to have, any interest, direct or indirect, in any other contract in connection with this Project?
* If the answer to any question is yes, please explain in full below.

Explanation:

Signature
Date
(name)
(company)
(address)
Additional page(s) attached.
(city state zip)

EXHIBIT E
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Fresno City CouncilJune 13, 2024

Fresno City Council
June 13, 2024