Att 1 - Proposed Assignment and Fourth Amendment of the Lease — San Mateo City Council, October 20, 2025

SSIGNMENT AND FOURTH AMENDMENT OF LEASE

BETWEEN THE CITY OF SAN MATEO AND DENNIS TONG AND GENIUS LEARNING TO

KIZUNA US, LLC AND THAI HO

This ASSIGNMENT AND FOURTH AMENDMENT OF LEASE is made
on___________________, between the City of San Mateo, Genius Learning, LLC and Dennis Tong (jointly known as “Assignor”) operator of Beard Papa’s and Kizuna US, LLC and Thai Ho (jointly known as “Assignee”).

R
ECITALS.

The City of San Mateo (“Lessor”), and Assignor as lessee, initially entered into a written lease dated July 1, 2009, a 1ST amendment on December 12, 2014, a 2nd amendment on May 25, 2017, and a 3rd amendment on April 12, 2023, for the premises located in the City of San Mateo, commonly known as 365 2nd Avenue, San Mateo, CA 94401.

Dennis Tong and Genius Learning, LLC desire to assign all their rights, title and interests in the amended Lease to Kizuna US, LLC and Thai Ho, and Kizuna US, LLC and Thai Ho wish to assume the amended Lease.

C. Le
ssor consents to the proposed assignment on the conditions set forth in this Fourth Am
endment.

N
OW, THEREFORE, the parties agree as follows:

1. ASSI
GNMENT AND ASSUMPTION. Assignor hereby assigns and transfers to A
ssignee all its right, title, and interest in the Lease and Assignee accepts the as
signment and assumes and agrees to perform, from the date the assignment becomes effective, as a direct obligation to Lessor, all provisions of the lease.

2. SEC
URITY DEPOSIT. Section 8(A) of the original lease dated July 1, 2009, is hereby amended to increase the security deposit from $1,282.50 to $3,000.

Assignee agrees to pay Lessor $3,000.00 as a security deposit, which can be used by the Lessor for unpaid rent and any necessary maintenance or repairs. Assignor will receive the original security deposit in the amount of $1,953.49 from the Lessor.

3. NO
TICES.

Kizuna US, LLC and Thai Ho
365 2nd Avenue, San Mateo, CA 94401
Telephone (408) 802-3931

4. L
ANDLORD CONSENT. The City consents to the assignment of the amended lease.

Except as modified by this Assignment and the First, Second, and Third Amendments, all terms and conditions of the original Lease and Amendments shall remain in full force and effect.

5. EFFECTIVE DATE OF ASSIGNMENT. The Effective Date shall be October 20, 2025, or the date of the close of escrow, whichever occurs later.

Executed at San Mateo, California, on the day and year first above written.

ASSIGNOR ASSIGNEE

____________________ ________________________ Dennis Tong Thai Ho
Genius Learning, LLC Member
Kizuna US, LLC

CONSENT OF LESSOR

The undersigned is the Lessor in the lease described in the above assignment and consents to the assignment to Kizuna US, LLC and Thai Ho jointly waiving none of the Lessor’s rights under the existing Lease.

LESSOR

City of San Mateo

By ________________________

Alex Khojikian, City Manager

APPROVED AS TO FORM:

___________________________
Mazarin Vakharia
Assistant City Attorney

Exhibit A: Original, 1
st, and 2nd , and 3rd Lease Agreements
3rd AMENDMENT TO LEASE
BETWEEN THE CITY OF SAN MATEO (“LANDLORD”) AND SWEET CHEEKS PUFFS, LLC (“TENANT”), DBA BEARD PAPA’S, AND ASSIGNMENT OF LEASE TO

GENIUS LEARNING, LLC AND DENNIS TONG

This ASSIGNMENT AND THIRD AMENDMENT is made on _____________________ between the City of San Mateo, Sweet Cheeks Puffs, LLC, a California limited liability company, DBA Beard Papa’s (“Assignor”) and Genius Learning, LLC and Dennis Tong (jointly known as “Assignee”).

RECITALS.

A: The City of San Mateo (“Landlord”), and Assignor as tenant, initially entered into a written lease dated July 1, 2009 and 1ST amendment on December 12, 2014, and 2nd amendment on May 25, 2017 for the premises located in the City of San Mateo commonly known as 365 2nd Avenue, San Mateo, CA 94401.

B: Wynee May Yeung and Ying Kit Yeung members of Sweet Cheeks Puffs, LLC desire to assign all their rights, title and interest in the amended Lease currently to Genius Learning, LLC and Dennis Tong, and Genius Learning, LLC and Dennis Tong and Genius Learning, LLC wishes to assume the amended Lease.

C: LANDLORD consents to the proposed assignment on the condition set forth in this Amendment.

N
OW, THEREFORE, the parties agree as follows:

2. SEC
URITY DEPOSIT. Assignee agrees to pay Landlord $1,949.56 as a security deposit, which can be used by the Landlord for unpaid rent, and any necessary maintenance or repairs at the expiration of the tenancy. Assignor will receive back the original security deposit in the amount of $1,282.50 from the Landlord.

3. NO
TICE.

Genius Learning, LLC and Dennis Tong
365 2nd Avenue, San Mateo, CA 94401
Telephone: 650-666-7726
Email: [email protected]
DocuSign Envelope ID: 2DF918F5-3844-4B73-809E-493E4EF24033 4/12/2023

4. TENANT IMPROVEMENTS. This tenant improvement clause is hereby added to the Lease to read “Tenant shall require its contractor to comply with all state prevailing wages requirements for all Tenant Improvements constructed on the Premises including but not limited to, the payment of prevailing wages, certified payroll submissions, overtime and work hour requirements, apprenticeship obligations, and contractor registration with the Department of Industrial Relations.”

5. LANDLORD CONSENT. Landlord consents to the assignment of this amended lease.

6. Except for the changes shown in this assignment and amendment, the original Lease and Amendments remain in full force and effect.

7. EFFECTIVE DATE OF ASSIGNMENT. May 1, 2023. Or if escrow under the Business Purchase Agreement between Wynee May Yeung and Ying Kit Yeung members of Sweet Cheeks Puffs, LLC and Genius Learning LLC and Dennis Tong closes after May 1, 2023, on the date of the close of that escrow.

E
xecuted at San Mateo, California, on the day and year first above written.

ASSIGNEE
_______________ _________
D ennis Tong
Managing Member

ASSIGNOR
____________________
Wynee May Yeung
Member
Sweet Cheeks Puffs, LLC Genius Learning, LLC
__________________________
Y ing Kit Yeung Dennis Tong
Member
Sweet Cheeks Puffs, LLC
DocuSign Envelope ID: 2DF918F5-3844-4B73-809E-493E4EF24033

NSENT OF LANDLORD
The under
signed is the Landlord in the lease described in the above assignment and consents to the assignment to Genius Learning, LLC and Dennis Tong jointly waiving none of the Landlord’s rights under the existing Lease.

LA
NDLORD
C
ity of San Mateo
By
________________________
D
rew Corbett, City Manager
APPR
OVED AS TO FORM:
___________________________

Mazarin Vakharia
Assistant City Attorney
E
xhibit A: Original, 1st, and 2nd Lease Agreements
DocuSign Envelope ID: 2DF918F5-3844-4B73-809E-493E4EF24033

Genius Learning LLC
Board Resoluon
This board resoluon is made and entered on March 1, 2023 by and between the following Pares of Genius Learning LLC:

Dennis Tong, Managing Member
Linda Tong, Member
All pares agree for Dennis Tong to represent Genius Learning to apply for the Lease at 365 2nd Avenue, San Mateo, CA 94401
___________________________ Date_________________
Linda Tong, Member
___________________________ Date_________________
Dennis Tong, Managing Member
3/1/2023
3/1/2023
DocuSign Envelope ID: 2DF918F5-3844-4B73-809E-493E4EF24033

ASSIGNMENT AND SECOND AMENDMENT OF LEASE
This Agreement is made on 'IA.lei % 2017, between Peninsula Puffs LLC, A California Corporation, DBA Beard Papa's Sweets Cafe ("Assignor'') and Sweet Cheeks Puffs, LLC, a California limited liability company, DBA Beard Papa's Sweets Cafe ("Assignee").

RECITALS.

A: The City of San Mateo ("Lessor''), and Assignor as tenant, entered into a written lease dated July 1, 2009 and amended on December 12, 2014 ("The Lease"), in which Lessor leased to Assignor and Assignor leased from Lessor premises located in the City of San Mateo commonly known as 365 2nd Avenue, San Mateo, CA 94401.

B: Assignor desires to assign all his rights, title and interest in the Lease currently to Assignee.

C: Lessor co nsents to the proposed assignment on the condition set forth in this assignment.

The parties agree as follows:

1. ASSIGNMENT AND ASSUMPTION. Assignor assigns and transfers to Assignee all its right, title, and interest in the lease and Assignee accepts the assignment and assumes and agrees to perform, from the date the assignment becomes effective, as a direct obligation to Lessor, all provisions of the lease.

2. Grant of Option. Provided Tenant/Assignee has not been late in payment of rent more than 2 times in a calendar year, specific to the tenant, tenant shall have one (1) option to extend the Term of this Lease ("Extension Option") beyond the Expiration Date for an additional period of Eighty Four Months (84) months ( "Extended Term") by giving Landlord written notice of such election ("Option Exercise Notice") not earlier than 24 months nor later than 6 months prior to the expiration of the Lease term, The Option Exercise Notice shall be given by certified or registered mail (return receipt requested) or by Federal Express, United Parcel Service or other overnight courier service which obtains personal signatures upon delivery. Such notice shall be deemed given upon receipt by the Landlord or upon refusal to accept delivery at Landlord's address for notice. If Landlord does not receive the Option Exercise Notice within the time period provided above, all rights under the Extension Option shall terminate. Tenant shall have no right to exercise the Extension Option notwithstanding any provision in the grant to the contra1y while Tenant is in default of this Lease beyond any applicable cure period.

3. Monthly Base Rent During Extended Terms. Monthly Base Rent for the First Extended Term shall be One Thousand Seven Hundred Eighty Four & 12/100 ($1,784.12) with annual increases of three percent (3%) per year thereafter.

Exhibit A
DocuSign Envelope ID: 2DF918F5-3844-4B73-809E-493E4EF24033 DocuSign Envelope ID: 2DF918F5-3844-4B73-809E-493E4EF24033

ORIGINAL
AMENDMENT NO. ONE TO THE LEASE

BETWEEN THE CITY OF SAN MATEO AND

PENINSULA PUFFS LLC, A CALIFORNIA CORPORATION
DBA BEARD PAPA'S SWEETS CAFÉ

TO EXTEND TERM
WHEREAS, the City of San Mateo ("City"), a municipal corporation of the State of California, and Peninsula Puff LLC, a California Corporation dba Beard Papa's Sweet Café ("Beard Papa"), entered into a lease for retail space ("Lease") on September 1, 2009; and
WHEREAS, the initial Lease term is five years; and
WHEREAS, Section 6 (C) of the Lease provided that the Lease by be extended for another five years, except that the rent may be increased; WHEREAS, City and Beard Papa wish to extend the Lease term for an additional five years.

NOW, THEREFORE, the parties agree as follows:

1. Section 2 of the Lease is amended to read:

Effective December 1, 2014 the new base rent schedule is as follows:

December 1st, 2014 through November 30th, 2015 — $1,539.00 per month December 1st, 2015 through November 30th, 2016 — $1,585.17 per month December 1st, 2016 through November 30th, 2017 —$1,632.73 per month December 1st, 2017 through November 30th, 2018 —$1,681.71 per month December 1st, 2018 through November 20th, 2019 — $1,732.16 per month

2. Sections 6 A of the Lease is amended to read:

The lease for the above location expires on November 20th, 2019.

QACDDEconomie Development 2013-present (MC)1DT Lease Agreements \Beard Papas \Second LeaselAttachment 3. City of San Mateo - Peninsula Puffs, LLC Proposed Amendment to Lease.doe DocuSign Envelope ID: 2DF918F5-3844-4B73-809E-493E4EF24033

PENINSULA PUFF LLC
dba Beard Papa's Swlet Cafe
Mary Rose Gaivia-Ciruz, Peninsula Puffs LLC
•Date: i( ' ZjL

CITY OF SAN MATEO
Date:
hhi 8640,
Patrice Olds, City Clerk
The remaining terms of the Lease remain in full force and effect.

Approved as to Form:
ft-0
Q:\CDD\Eonomic Development 2013-present (MC)DT Lease Agreementsliearcl Papas\ Second LeaselAttachment 3. City of San Mateo - Peninsula Puffs. LLC Proposed Amendment to Lease.doc DocuSign Envelope ID: 2DF918F5-3844-4B73-809E-493E4EF24033 Date July 1, 2009
City of San Mateo ("Landlord") and Peninsula Puffs LLC, a California corporation, DBA Beard Papa's Sweets Cafe ("Tenant") agree as follows:

1. PROPERTY: Landlord rents to Tenant and Tenant rents from Landlord, the real property and improvements described as: 365 2nd Ave., San Mateo, CA 94401 ("Premises"), approximately 513 square feet, which comprise approximately 13% of the total square footage of rentable space in the entire property. See Exhibit A for a further description of the Premises.

2. BASE RENT: Tenant agrees to pay a monthly Base Rent ("Base Rent") at the rate of $1,282.50 per month, for the first 12 months of the agreement. Commencing with the 13th month, and upon expiration of each 12 months thereafter, Base Rent shall be increased annually by 3% or the amount of any increase in the U.S. Consumer Price Index of the Bureau of Labor Statistics of the Department of Labor for All Urban Consumers ("CPI") for San Francisco Bay Area (CPI-U SF/Oakland/San Jose), whichever is higher. However, in no event will an annual rent increase exceed 6%. If the CPI is no longer published, then the adjustment to Base Rent shall be based on an alternate index that most closely reflects the CPI.

3. RENT:

A. Definition: "Rent" shall mean all monetary obligations of Tenant to Landlord under the terms of this agreement, except security deposit.

B. Payment: Rent shall be paid to City of San Mateo at 330 W. 20th Avenue, San Mateo CA 94403, to the attention of: City of San Mateo, EDBA, 330 West 20th Avenue, San Mateo, CA 94403 Attn:

EDBA or at any other location specified by Landlord in writing to Tenant C. Timing: Rent is payable in advance on the 1st day of each calendar month, and is delinquent 10 days after that

4. ADDITIONAL COMMON AREA MAINTENANCE CHARGES: In addition to Base Rent, which the parties intend to be absolutely net, Tenant agrees to pay its proportionate share of Landlord's estimated monthly property operating expenses, including but not limited to, common area maintenance, consolidated utility and service bills, insurance, and real estate taxes, (collectively "CAM charges"), based on the ratio of the square footage of the Premises to the total square footage of the rentable space in the entire property. Tenant shall pay one-twelfth (1/12th) of the annual estimated CAM charges with each monthly Base Rent installment, based on the Landlord's estimation of the actual cost. CAM charges shall not include capital expenditures unless such expenditures are amortized over a period which is in accordance with Generally Accepted Accounting Practices for federal income tax purposes.

5. TENANT OPERATING EXPENSES: Tenant agrees to pay for all utilities and services directly billed to Tenant including, but not limited to, water, sewer, electricity, garbage, and telephone. Tenant shall be responsible and directly pay for all other charges not covered in CAM charges including, but not limited too, City permit fees, fees for any regulatory licenses or inspections, or other governmental charges such as unsecured business property tax, possessory interest tax, or ABC permits. The property interests created by this Lease may be subject to property taxation and Tenant, in whom the possessory interest is vested, will be responsible for the timely payment of any property taxes levied on such possessory interest. Tenant agrees to pay before delinquency all lawful taxes, assessments, fees or charges which at any time may be levied by the state, county, city or any tax or assessment levying body againit the transfer of the leasehold interest hereunder upon recordation or otherwise, or upon any activity carried on under this Lease, any interest in this Lease or any possessory right which Tenant may have in or to the Premises or the Premises by reason of its use or occupancy thereof or otherwise.

DocuSign Envelope ID: 2DF918F5-3844-4B73-809E-493E4EF24033 Premises: 365 2nd Ave., San Mateo, CA 94403 July 1, 2009

6. TERM: The term begins on
(Check A or B):

("Commencement Date"),

I X A. Lease: and shall terminate after 5 years on at 6:00 PM . Any holding over after the term of this agreement expires, with Landlord's consent, shall create a month-to-month tenancy that either party may terminate as specified in section 6B. Rent shall be at a rate equal to two times the rent for the immediately preceding month, payable in advance. All other terms and conditions of this agreement shall remain in full force and effect.

L_I B. Month- To- Month: and continues as a month-to-month tenancy. Either party may terminate the tenancy by giving written notice to the other at least 30 days prior to the intended termination date, subject to any applicable local laws. Such notice may be given on any date.

X IC. Renewal Or Extension Terms:
(i) Grant of Options: Landlord hereby grants to Tenant one (1) Option (the "Option") to extend the Tenn of this Lease. The Option shall be for an additional term of five (5) Years and shall conimentie upon the expiration of the original Term. The Option is expressly conditioned on the satisfaction of both of the following: (I) the lack of an Event of Default on the part of Tenant, both at the time the Option is exercised and at the time the term of the Option would commence, and (2) the lack of three or more Events of Default on the part of the Tenant during the initial Term. This condition may be waived by Landlord in its sole discretion and may not be used by Tenant as a means to negate the effectiveness of Tenant's exercise of the Option.
(ii) Manner of Exercise: Tenant may exercise the Option only by giving Landlord written notice not less than six (6) months prior to the expiration of the Term of this Lease (as it may be extended) and not more than twelve (12) months prior to the expiration of the Term of this Lease (as it may be extended). If Tenant fails to validly exercise the Option by the date required, then the Option automatically shall lapse and thereafter Tenant shall have no right to exercise the Option. (iii) Terms and Rent: All terms and conditions of the Lease, as amended from time to time by the parties in accordance with the provisions of the Lease with the exception of the amount of Base Rent paid to Landlord by Tenant, shall remain in full force and effect and shall apply during the Option term. If the Option is exercised, then the Base Rent for the Premises during such Option term shall be determined as follows:
a) Landlord and Tenant shall have thirty (30) days after Landlord receives the Option Notice within which to agree on the Base Rent for the Option term based upon the then fair market rental value of the Premises as defined below. If the parties agree on the Base Rent (including any periodic adjustments in Base Rent) for the Option term within thirty (30) days, they shall immediately execute an amendment to this Lease stating the Base Rent. b) If the parties are unable to agree on the Base Rent for the Option term within thirty (30) days, then, the Base Rent for the Option term shall be the then current fair market rental value of the Premises as determined as set forth below.
c) The then fair market rental value of the Premises shall mean the fair market rental value of the Premises as of the commencement of the Option term, taking into consideration the uses permitted under this Lease, the quality, size, design and location of the Premises, and the rent for comparable buildings located in the general vicinity of the Premises. d) Within ten (10) days after the expiration of the thirty (30) day period set forth in Section 6(C)(iii)(a) above, each party, at its cost and by giving notice to the other party, shall appoint a real estate appraiser with at least five (5) years' full-time commercial appraisal experience in the area 2 DocuSign Envelope ID: 2DF918F5-3844-4B73-809E-493E4EF24033 " Premises: 365 2nd Ave., San Mateo, CA 94403 July 1,2009 an appraiser within ten (10) days, the single appraiser appointed shall be the sole appraiser and shall determine the Base Rent. If the two (2) appraisers are appointed by the parties as stated in this Section 6(C)(iii)(d), they shall meet promptly and attempt to determine the Base Rent. If they are unable to agree within fifteen (15) days after the second appraiser has been appointed, the two (2) appraisals shall be added together and their total divided by two (2); the resulting quotient shall be the Base Monthly Rent, as the case may be.
e) After the Base Rent has been determined, the appraisers shall immediately notify the parties and the parties shall amend this Lease to set forth such amount.

7. EARLY POSSESSION: Tenant is entitled to possession of the Premises on . Tenant is entitled to early possession of the Premises at no additional Rent if Landlord is in receipt of the fully executed Lease, proof of insurance as required in this Lease, and payment of the first full month Rent and the security deposit required in this Lease.

8. SECURITY DEPOSIT:

A. Tenant agrees to pay Landlord $1,282.50 as a security deposit. Tenant agrees not to hold Broker responsible for its return.

B. All or any portion of the security deposit may be used, as reasonably necessary, to: (i) cure Tenant's default in payment of Rent, late charges, non-sufficient funds ("NSF") fees, or other sums due; (ii) repair damage, excluding ordinary wear and tear, caused by Tenant or by a guest or licensee of Tenant; (iii) broom clean the Premises, if necessary, upon termination of tenancy; and (iv) cover any other unfulfilled obligation of Tenant. SECURITY DEPOSIT SHALL NOT BE USED BY TENANT IN LIEU OF PAYMENT OF LAST MONTH'S RENT. If all or any portion of the security deposit is used during tenancy, Tenant agrees to reinstate the total security deposit within 5 days after written notice is delivered to Tenant. Within 30 days after Landlord receives possession of the Premises, Landlord shall: (i) furnish Tenant an itemized statement indicating the amount of any security deposit received and the basis for its disposition, and (ii) return any remaining portion of security deposit to Tenant.

C. No interest will be paid on security deposit, unless required by local ordinance.

9. PARKING: Parking is limited to such parking that exists on the Premises.

10. LATE CHARGE; INTEREST; NSF CHECKS: Tenant acknowledges that either late payment of Rent or issuance of a NSF check may cause Landlord to incur costs and expenses, the exact amount of which are extremely difficult and impractical to determine. These costs may include, but are not limited to, processing, enforcement and accounting expenses, and late charges imposed on Landlord. If any installment of Rent due from Tenant is not received by Landlord within 10 calendar days after date due, or if a check is returned NSF, Tenant shall pay to Landlord, respectively, $65.00 as late charge, plus 10% interest per annum on the delinquent amount and $25.00 as a NSF fee, any of which shall be deemed additional Rent. Landlord and Tenant agree that these charges represent a fair and reasonable estimate of the costs Landlord may incur by reason of Tenant's late or NSF payment. Any late charge, delinquent interest, or NSF fee due shall be paid with the current installment of Rent. Landlord's acceptance of any late charge or NSF fee shall not constitute a waiver as to any default of Tenant. Landlord's right to collect a Late Charge or NSF fee shall not be deemed an extension of the date Rent is due under section 3, or prevent Landlord from exercising any other rights and remedies under this agreement, and as provided by law.

11. CONDITION OF PREMISES: Landlord warrants that the Premises has the following equipment and will be in the following condition on delivery:

A. HVAC: Operational standard rooftop with one thermostat (or per code) with warranty and initial inspection.

B. Amperage: Operational 200 amp panel, 3 phase, 4 wire, installed to code.

C. Sprinklers: to code; minimum 4' off demising walls.
3 DocuSign Envelope ID: 2DF918F5-3844-4B73-809E-493E4EF24033 Premises: 365 2nd Ave., San Mateo CA 94403 July 1, 2009 C. Sprinklers: to code; minimum 4' off demising walls.

D. J-box: j-boxes appropriately positioned for each storefront sign(s) E. Water: Operational water line for tenant hook-up.

F. Hazmats: Premises shall be delivered free of all asbestos, mold and hazardous materials.

G. Other Premises will be ADA compliant and have access to restrooms.

Tenant has examined the Premises and acknowledges that Premise is clean and in operative condition, with the following exceptions:

Tenant is aware that there is an existing building design component that has allowed water intrusion in the past. Though there has been considerable effort to mitigate this situation, the Tenant will acknowledge that in severe weather, there may be water intrusion at the doors, water draining from the doors on the interior floor when doors are opened, and wind-driven water entering the air shaft and to the retail space. Tenant is responsible for the immediate removal of the water and immediate notification of intrusion to the Landlord.

Items listed as exceptions shall be dealt with in the following manner:

Tenant is responsible for the immediate notification to Lawlor (1 of maintenance, loss, damage or any other 't- issues related to the Premises as indicated:

Maintenance Issues, including emergencies - Public Works, 650-522-7350 Claims - First, Tenant insurer as stated in Lease
Secondly, the City Attorney's Department, 650-522-7020
All other questions - Economic Development, 650-522-7240 If properly notified, Landlord will pay up to a total of $25,000 over the term of the lease to repair damages to the Premises resulting from water intrusion.

12. ZONING AND LAND USE: Tenant accepts the Premises subject to all local, state and federal laws, regulations and ordinances ("Laws"). Landlord makes no representation or warranty that Premises are now or in the future will be suitable for Tenant's use. Tenant has made its own investigation regarding all applicable Laws.

13. USE: The Premises are for the sole use as specified:

A. Use of the Premises:
(i) Primary: sale of Japanese style cream puffs
(ii) Secondary: sale of cheesecake, dessert and bakery items, custard, yogurt, fruit drinks, fruit ice shaves, fruit, tea and coffee, noodles, vegetables, rice, yakitori, beer and sake, and all other related high quality food items produced by Beard Papa's and/or Tenant approved in writing by Landlord, such approval not to be unreasonably withheld. Sales of ice cream and frozen desserts shall never exceed 10% of the Tenant's gross sales.

B. Exclusive Use: Tenant shall have the exclusive right within the Center to engage in the sale of bakery items and Japanese cuisine, eclairs, cream puffs, cheesecake, cake and similar dessert items for off premises consumption ("protected items"). Tenant's exclusive right shall not apply to: (i) existing tenants as of the date of this Lease (and their successors or assigns) occupying premises within the building that may have the right to sell protected items; and (ii) existing leases in effect (as of the execution of this Lease) within the building which may permit the sale of the protected items.

No other use is permitted without Landlord's prior written consent If any use by Tenant causes an increase in the premium on Landlords existing property insurance, Tenant shall pay for the increased cost. Tenant will comply with all Laws affecting its use of the Premises. 4 DocuSign Envelope ID: 2DF918F5-3844-4B73-809E-493E4EF24033 Premises: 365 2nd Ave., San Mateo, CA 94403 July 1, 2009

14. RULES/REGULATIONS: Tenant agrees to comply with all rules and regulations of Landlord (and, if applicable, Owner's Association) that are at any time posted on the Premises or delivered to Tenant. Tenant shall not, and shall ensure that guests and licensees of Tenant do not, disturb, annoy, endanger, or interfere with other tenants of the building or 'neighbors, or use the Premises for any unlawful purposes, including, but not limited to, using, manufacturing, selling, storing, or transporting illicit drugs or other contraband, or violate any law or ordinance, or committing a waste or nuisance on or about the Premises.

Tenant shall operate the use upon the Premises during the same hours as competing similar uses.

15. MAINTENANCE:

A. Tenant shall professionally maintain the interior of the Premises including heating, air conditioning, electrical, plumbing and water systems, if any. If Tenant fails to maintain the interior of the Premises including heating, air conditioning, electrical, plumbing and water systems, if any, Landlord may contract for or perform such maintenance, and charge Tenant for Landlords cost. Tenant is responsible for vector control and will notify Landlord of all vector control occurring in the space.

B. Landlord shall maintain the roof, foundation, exterior walls, common areas and exterior of the Premises and keep glass, windoWs and doors in operable and safe condition. Landlord is responsible for the heating, - ventilation and air conditioning system replacement on a predetermined replacement schedule.

16. LOSS OF KEY: Loss of any key will result in re-keying of lock with all costs to re-key paid for by Tenant.

17. ALTERATIONS: Tenant shall not make any alterations in or about the Premises, including installation of trade fixtures and signs, without Landlord's prior written consent, which shall not be unreasonably withheld.

Any alterations to the Premises shall be done according to law and with required permits. Tenant shall give Landlord advance notice of the commencement date of any planned alteration, so that Landlord, at its option, may post a Notice of Non-Responsibility to prevent potential liens against Landlord's interest in the Premises.

Landlord may also require Tenant to provide Landlord with lien releases from any contractor performing work on the Premises. Premises offered in an "as is" condition. Any Tenant alterations will be made at Tenant's expense.

18. GOVERNMENT IMPOSED ALTERATIONS: Any alterations required by law as a result of Tenant's use shall be Tenant's responsibility. Landlord shall be responsible for any other alterations required by Law.

19. ENTRY: Tenant shall make Premises available to Landlord or Landlord's agent for the purpose of entering to make inspections, necessary or agreed repairs, alterations, or improvements, or to supply necessary or agreed services, or to show Premises to prospective or actual purchasers, tenants, mortgagees, lenders, appraisers, or contractors. Landlord and Tenant agree that 24 hours notice (oral or written) shall be reasonable and sufficient notice. In an emergency, Landlord or Landlord's representative may enter Premises at any time without prior notice.

20. SIGNS: Tenant authorizes Landlord to place a FOR SALE sign on the Premises at any time, and a FOR LEASE sign on the Premises within the 30 day period preceding the termination of the agreement. Tenant may install signs in conformance with the City's sign ordinance.

21. SUBLETTING/ASSIGNMENT: Tenant shall not sublet or encumber all or any part of Premises, or assign or transfer this agreement or any interest in it, without the prior written consent of Landlord, which shall not be unreasonably withheld. Unless such consent is obtained, any subletting, assignment, transfer, or encumbrance of the Premises, agreement, or tenancy, by voluntary act of Tenant, operation of law, or otherwise, shall be null and void, and, at the option of Landlord, terminate this agreement. Any proposed sublessee, assignee, or transferee shall submit to Landlord an application and credit information for Landlord's approval, and, if approved, sign a separate written agreement with Landlord and Tenant. Landlord's consent to any one sublease, assignment, or transfer, shall not be construed as consent to any subsequent sublease, assignment, or transfer, and does not release Tenant of Tenant's obligation under this agreement. 5 DocuSign Envelope ID: 2DF918F5-3844-4B73-809E-493E4EF24033 Premises: 365 2nd Ave. San Mateo, CA 94403 July 1,2009

22. POSSESSION: If Landlord is unable to deliver possession of Premises on Commencement Date, such date shall be extended to the date on which possession is made available to Tenant. However, the expiration date shall remain the same as specified in section 6. If Landlord is unable to deliver possession within 90 calendar days after the agreed Commencement Date, Tenant may terminate this agreement by giving written notice to Landlord, and shall be refunded all Rent and security deposit paid.

23. TENANTS OBLIGATIONS UPON VACATING PREMISES: Upon termination of agreement, Tenant shall: (i) give Landlord all copies of all keys or opening devices to Premises, including restroom and any common areas; (ii) vacate Premises and surrender it to Landlord empty of all persons and personal property; (iii) vacate all parking and storage spaces; (iv) deliver Premises to Landlord in the same condition as referenced in section 11; (v) clean Premises; and (vi) give written notice to Landlord of Tenant's forwarding address. All improvements installed by Tenant, with or without Landlord's consent, become the property of Landlord upon termination. Landlord may nevertheless require Tenant to remove any such improvement that did not exist at the time possecsion was made available to Tenant

24. DEFAULT:

A. Event of Default: The occurrence of any of the following shall constitute an Event of Default of this Lease by Tenant
(i) The failure of Tenant to pay or cause to be paid within 10 days after receipt of written notice from Landlord, any Rent or charges required by this Lease to be paid by Tenant; (ii) The abandonment of the Premises by Tenant;
(iii) The failure of Tenant to do or cause to be done any act, other than payment of rent, monies, or charges, required by this Lease within 30 days after written notice thereof to Tenant or such longer period as may be reasonably required to complete such cure so long as such cure is promptly commenced within such 30-day period and thereafter diligently and continuously prosecuted to completion;
(iv) Tenant causing, permitting, or suffering, without the prior written consent of Landlord, any act when this Lease requires Landlord's prior written consent or prohibits such act, and failing to cure such act within 10 days after written notice thereof to Tenant; or (v) Any act of bankruptcy caused, suffered, or permitted by Tenant that is not discharged within 60 days. For the purposes of this Lease, "act of bankruptcy" shall include any of the following: i) Any general assignment or general arrangement for the benefit of creditors; ii) The filing of any petition by or against Tenant to have Tenant adjudged a bankrupt; iii) The appointment of a trustee or receiver to take possession of substantially all of Tenant's assets; iv) The attachment, execution, or other judicial seizure of substantially all of Tenant's assets; (vi) Failure of Tenant to open for business within one hundred twenty (120) days after the Commencement Date as defined in section 6 of this Lease; (yid) The failure of Tenant to maintain insurance coverage as defmed in section 29 of this Lease.

B. In the event of a Tenant default in the payment of any installment of Rent, which default continues for ten (10) days after notice to Tenant and demand in writing by Landlord to correct such default, or, in the event of any other default which continues for thirty (30) days after notice from Landlord to Tenant, or if Tenant abandons the Premises prior to the expiration of the Term provided for in this agreement, the Landlord may at his option pursue the Default Remedies contained in this Lease.

C. Default Remedies: If an Event of Default shall occur and continue, then in addition to any other remedies available to Landlord at law or in equity, Landlord shall have the immediate option to terminate this Lease and bring suit against Tenant and recover as an award in such suit the following:
6 DocuSign Envelope ID: 2DF918F5-3844-4B73-809E-493E4EF24033 Premises: 365 2nd Ave., San Mateo CA 94403 July 1, 2009 (i) the worth at the time of award of the unpaid Rent and all other sums due hereunder which had been earned at the time of termination;
(ii) the worth at the time of award of the amount by which the unpaid Rent and all other sums due hereunder which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid Rent and all other sums due hereunder for the balance of the Term after termination exceeds the amount of such rental loss that Tenant proves could be reasonably avoided;
(iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease; and (v) such amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable California law.

25. DAMAGE TO PREMISES: If, by no fault of Tenant, Premises are totally or partially damaged or destroyed by fire, earthquake, accident or other casualty, Landlord shall have the right to restore the Premises by repair or rebuilding. If Landlord elects to repair or rebuild, and is able to complete such restoration within 90 days from the date of damage, subject to the terms of this section, this agreement shall remain in full force and effect. If Landlord is unable to restore the Premises within this time, or if Landlord elects not to restore, then either Landlord or Tenant may terminate this agreement by giving the other written notice. Rent shall be abated as of the date of damage. The abated amount shall be the current monthly Rent prorated on a 30-day basis. If this agreement is not terminated, and the damage is not repaired, then Rent shall be reduced based on the extent to which the damage interferes with Tenant's reasonable use of Premises. If damage occurs as a result of an act of Tenant or Tenant's guests, only Landlord shall have the right of termination, and no reduction in Rent shall be made.

26. HAZARDOUS MATERIALS: Tenant shall not use, store, generate, release or dispose of any hazardous material on the Premises or the property of which the Premises are part. However, Tenant is permitted to make use of such materials that are required to be used in the normal course of Tenant's business provided that Tenant complies with all applicable Laws related to the hazardous materials. Tenant is responsible for the cost of removal and remediation, or any clean-up of any contamination caused by Tenant.

27. CONDEMNATION: [fall or part of the Premises is condemned for public use, either party may terminate this agreement as of the date possession is given to the condemner. All condemnation proceeds, exclusive of those allocated by the condemner to Tenant's relocation costs and trade fixtures, belong to Landlord.

28. INDEMNIFICATION: Tenant agrees to indemnify, defend, and hold harmless Landlord, and its officers, officials, agents, and employees, from any and all liabilities, claims, demands, actions, losses, damages, and costs, including all costs of defense thereof and any award of attorney's fees, caused by, arising out of, or in any way related to Tenant's use or occupancy of the leased premises.

29. INSURANCE: Tenant shall procure and maintain for the duration of the Lease insurance against claims for injuries to persons or damages to property which may arise from or in connection with the Tenant's operation and use of the leased premises, as described in this section. The cost of such insurance shall be borne by the Tenant.

A. Minimum Scope Of Insurance:
(i) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). (ii) Workers' compensation insurance as required by the State of California and Employer's Liability insurance (for tenants with employees).
(iii) Property insurance against all risks of loss to any tenant improvements or betterments.

B. Minimum Limits Of Insurance: Tenant shall maintain limits no less than:
7 DocuSign Envelope ID: 2DF918F5-3844-4B73-809E-493E4EF24033 Premises: 365 2nd Ave., San Mateo, CA 94403 July 1,2009 (i) General liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. (ii) Employer's liability: $1,000,000 per accident for bodily injury or disease. (iii) Property insurance: Full replacement cost with no coinsurance penalty provision.

C. Deductibles And Self-Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the Landlord. At the option of the Landlord, either: The insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Landlord, its officers, officials, agents, and employees; or the Tenant shall provide a financial guarantee satisfactory to the Landlord guaranteeing payment of losses and related investigations, claim administration, and defense expenses.

D. Other Insurance Provisions: The general liability policy is to contain, or be endorsed to contain, the following provisions:
(i) The Landlord, its officers, officials, agents, and employees are to be covered as insureds with respect to liability arising out of ownership, maintenance or use of that part of the premises leased to the Tenant. •
(ii) The Tenant's insurance coverage shall be primary insurance as respects the Landlord, its officers, officials, agents, and employees. Any insurance or self-insurance maintained by the Landlord, its officers, officials, agents and employees shall be excess of the Tenant's insurance and shall not contribute with it.
(iii) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled, except after 30 days' prior written notice by certified mail, return receipt requested, has been given to the Landlord.

E. Acceptability Of Insurer: Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII.

F. Verification Of Coverage: Tenant shall furnish Landlord with the original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on forms provided by the Landlord or on other than the Landlord's forms, provided those endorsements OT policies conform to the requirements. All certificates and endorsements are to be received and approved by the Landlord before taking possession of the Premises. The Landlord reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time.

30. TENANCY STATEMENT (ESTOPPEL CERTIFICATE): Tenant shall execute and return a tenancy statement (estoppel certificate), delivered to Tenant by Landlord or Landlord's agent, within 15 days after its receipt. The tenancy statement shall acknowledge that this agreement is unmodified and in full force, or in full force as modified, and state the modifications. Failure to comply with this requirement: (i) shall be deemed Tenant's acknowledgment that the tenancy statement is true and correct, and may be relied upon by a prospective lender or purchaser; and (ii) may be treated by Landlord as an Event of Default of this agreement.

Tenant shall also prepare, execute, and deliver to Landlord any financial statement (which will be held in confidence) reasonably requested by a prospective lender or buyer.

31. LANDLORD'S TRANSFER: Tenant agrees that the transferee of Landlord's interest shall be substituted as Landlord under this agreement. Landlord will be released of any further obligation to Tenant regarding the security deposit, only if the security deposit is returned to Tenant upon such transfer, or if the security deposit is 8 DocuSign Envelope ID: 2DF918F5-3844-4B73-809E-493E4EF24033 Premises: 365 2nd Ave., San Mateo, CA 94403 July 1, 2009 actually transferred to the transferee. For all other obligations under this agreement which accrue after the date of transfer, Landlord is released of any further liability to Tenant, upon Landlord's transfer.

32. SUBORDINATION: This agreement shall be subordinate to all existing liens and, at Landlord's option, the lien of any first deed of trust or first mortgage subsequently placed upon the real property of which the Premises are a part, and to any advances made on the security of the Premises, and to all renewals, modifications, consolidations, replacements, and extensions. However, as to the lien of any deed of trust or mortgage entered into after execution of this agreement, Tenant's right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant pays the Rent and observes and performs all of the provisions of this agreement, unless this agreement is otherwise terminated pursuant to its terms. If any mortgagee, trustee, or ground lessor elects to have this agreement placed in a security position prior to the lien of a mortgage, deed of trust, or ground lease, and gives written notice to Tenant, this agreement shall be deemed prior to that mortgage, deed of trust, or ground lease, or the date of recording.

33. TENANT REPRESENTATIONS; CREDIT: Tenant warrants that all statements in Tenant's financial documents and rental application are accurate. Tenant authorizes Landlord and Broker(s) to obtain Tenant's credit report at time of application and periodically during tenancy in connection with approval, modification, or enforcement of this agreement. Landlord may cancel this agreement: (i) before occupancy begins, upon disapproval of the credit report(s); or (ii) at any time, upon discovering that information in Tenant's application is false. A negative credit report reflecting on Tenant's record may be submitted to a credit reporting agency, if Tenant fails to pay Rent or comply with any other obligation under this agreement.

34. DISPUTE RESOLUTION:

A. Mediation: Tenant and Landlord agree to mediate any dispute or claim arising between them out of this agreement, or any resulting transaction, before resorting to court action, subject to section 34A(1) below. Mediation fees, if any, shall be divided equally among the parties involved. If for any dispute or claim to which this paragraph applies, any party commences an action without first attempting to resolve the matter through mediation or refuses to mediate after a request has been made, then that party shall not be entitled to recover attorney fees, even if they would otherwise be available to that party in any such action.
(1) Exclusions From Mediation: The following matters are excluded from Mediation hereunder:
(i) a judicial or non-judicial foreclosure or other action or proceeding to enforce a deed of trust, mortgage, or Installment land sale contract as defined in Civil Code §2985; (ii) an unlawful detainer action; (iii) the filing or enforcement of a inechanic's lien; (iv) any matter that is within the jurisdiction of a probate, small claims, or bankruptcy court; and (v) an action for bodily injury or wrongful death, or for latent or patent defects to which Code of Civil Procedure §337.I or §337.15 applies. The filing of a court action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies, shall not constitute a violation of the mediation provision.
(2) Brokers: Tenant and Landlord agree to mediate disputes or claims involving either or both Brokers, provided either or both Brokers shall have agreed to such mediation, prior to, or within a reasonable time after the dispute or claim is presented to Brokers. Any election by either or both Brokers to participate in mediation shall not result in Brokers being deemed parties to the agreement.

35. NOTICE: Notices may be served by certified mail, email, or courier at the following address or location or at any other location subsequently designated:

Landlord: City of San Mateo
330 W. 20th Avenue
San Mateo, CA 94403
650.522.7240
EDBAAcityofsanmateo.org
Tenant: Peninsula Puffs LLC.

Beard Papa Sweets Café (dba)
99 Yerba Buena Ln.

San Francisco, CA 94103
(415) 978.9972

9 DocuSign Envelope ID: 2DF918F5-3844-4B73-809E-493E4EF24033 ' Premises: 365 2nd Ave., San Mateo, CA 94403 July 1,2009 Notice is deemed effective upon the earliest of the following: (i) personal receipt by either party or their agent; or (ii) written acknowledgement of notice.

36. WAIVER: The waiver of any Event of Default shall not be construed as a continuing waiver of the same Event of Default or a waiver of any subsequent Event of Default.

37. OTHER TERMS AND CONDITIONS/SUPPLEMENTS: The site plan of the Main Street Garage is "Exhibit A".

38. NONDISCRIMINATION: The Tenant herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made• and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the Tenant himself or any person claiming under or through him or her, establish or .pennit any such practice or practices of discrimination or segregation with reference 1.0 - the selection, location, number, use or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased.

39. BROKERAGE: Tenant shall pay all commissions due Roller Real Estate with regard to this Lease transaction, the Broker commission shall be shall be equal to three percent (3%) of the Base Rent of the initial five (5) year Lease Term. Payment shall be 50% upon lease execution and 50% upon tenant's occupancy. No Broker commission is due from Landlord. Neither Tenant nor Landlord has utilized the services of, or for any other reason owes compensation to, a licensed real estate broker (individual or corporate), agent, finder, or other entity, other than as named in this agreement, in connection with any act relating to the Premises, including, but not limited to, inquiries, introductions, consultations, and negotiations leading to this agreement. Tenant and Landlord each agree to indemnify, defend and hold harmless the other, and the Brokers specified herein, and their agents, from and against any costs, expenses, or liability for compensation claimed inconsistent with the warranty and representation in this section 40.

40. AGENCY CONFIRMATION: The following agency relationships are hereby confirmed for this transaction:

Listing Agent: Not Applicable is the agent of
Selling Agent: Roller Real Estate, Inc. is the agent of the Tenant exclusively.

Real Estate Brokers are not parties to the agreement between Tenant and Landlord.

Landlord and Tenant acknowledge and agree that Brokers: (i) do not guarantee the condition of the Premises; (ii) cannot verify representations made by others; (iii) will not verify zoning and land use restrictions; (iv) cannot provide legal or tax advice; (v) will not provide other advice or information that exceeds the knowledge, education or experience required to obtain a real estate license. Furthermore, if Broken are not also acting as Landlord in this agreement, Broken: (vi) do not decide what rental rate a Tenant should pay or Landlord should accept; and (vii) do not decide upon the length or other terms of tenancy. Landlord and Tenant agree that they will seek legal, tax, insurance, and other desired assistance from appropriate professionals.

BROKER DISCLOSURES
Landlord and Tenant understand that Roller Real Estate, Inc. ("Broker") has not made any investigation or determination regarding the value of the property; the past, present or future uses of the property; any possible violations of any federal, state, or municipal ordinances, statues, zoning or CC&R's (if applicable); proposed acquisition of the property by the Federal, State, County or municipal governments; the accuracy of income and expense information; existence or content of any leases; the existence of physical defects in the property, the size of 10 DocuSign Envelope ID: 2DF918F5-3844-4B73-809E-493E4EF24033 Date
City San Francisco State CA Zip 94103
Date 401 )09
City Foster City State CA Zip 94404
Date
City Foster City State CA Zip 94404
ATTEST:

Premises: 365 2nd Ave., San Mateo, CA 94403 July 1,2009 the property or the size of any improvements, and Landlord and Tenant hereby release Broker from any liability relating thereto and agree that such investigation and determination has been Tenant's sole responsibility and Broker shall not be held responsible therefore.

Tenant is advised that any representation of square footage with respect to the total building size, the specific rentable space size, the size of common areas, and any improvements thereon are approximations only, which may be inaccurate.

Roller Real Estate, Inc. is not authorized to give legal or tax advice. No representation or recommendation is made by Roller Real Estate, Inc. or its agents or employees, as to the legal effect or tax consequences of this document or any transaction related thereto.

41. ENTIRE CONTRACT: Time is of the essence. All prior agreements between Landlord and Tenant are incorporated in this agreement, which constitutes the entire contract. It is intended as a final expression of the parties' agreement, and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. The parties further intend that this agreement constitutes the complete and exclusive statement of its terms, and that no extrinsic evidence whatsoever may be introduced in any judicial or other proceeding, if any, involving this agreement. Any provision of this agreement that is held to be invalid shall not affect the validity or enforceability of any other provision in this agreement. This agreement shall be binding upon, and inure to the benefit of, the heirs, assignees and successors to the parties.

Tenant Peninsula Puffs LLC,
(Print Name)
Address 99 Yerba Buena,Ln..

By:

Tenant Mary Rose Zia-Cruz, LLC Manager
(Print Name)
AddreA 971 Cumberland Ct
, By: ,11 4114 .AAA AA
Ten ianna On in LLC • er
(Print ame)
Address 101 Eliza Ct
Norma Gomez, City Clerk
Elate 8/10/09

CITY OF SAN MATEO
Landlord
Landlord / s :SUSAN LOFTUS , City Manager
(owner or agent with authority to enter into this agreement) Address 330 West 20th Avenue City San Mateo State CA Zip 94403 Date
State Zip
(owner or agent with authority to enter into this agreement) Address City
Agency relationships are confirmed as above. Real estate brokers who are not also Landlord in this agreement are not a party to the agreement between Landlord and Tenant.

Real Estate Broker (Leasing Firm) Roller Real Estate Inc. DRE Lic. #01275444

By (Agent) DRE Lic. 401034129 Date July 1, 2009
Rodney Roller
Address 2033 Gateway Place, Ste. 500 City San Jose State CA Zip 95110 11 DocuSign Envelope ID: 2DF918F5-3844-4B73-809E-493E4EF24033 Premises: 365 2nd Ave. San Mateo, CA 94403 July 1, 2009 Telephone (408)226-8000 Fax (408)351-8831 E-mail Rodney@RollerRealEstate. corn Real Estate Broker (Listing Firm) Not Applicable DRE Lic. # By (Agent) DRE Lic. # Date
Address City State Zip
Telephone Fax E-mail

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- Premises: 365 2nd Ave., San Mateo, CA 94403 July 1,2009

EXHIBIT "A"
C-1
DocuSign Envelope ID: 2DF918F5-3844-4B73-809E-493E4EF24033

CITY OF SAN MATEO
RESOLUTION NO. 137 (2009) RECEIVED
APPROVING AND AUTHORIZING EXECUTIOnnus ct ie

THE RETAIL LEASE WITH PENINSULA PUFFS, LLC,
clba BEARD PAPA'S SWEETS CAFE, FOR RETAIL SP .urtosEOF CITY CLERKrF, IN THE MAIN STREET GARAGE CITY HALL
($1,282.50 per month paid to the City) SAN MATEO, CA
WHEREAS, the City has listed the retail space located at 365 Second Avenue (in the Main Street garage) on the Downtown Available Commercial Space Listing and has responded to all inquiries about the space; and WHEREAS, Beard Papa, a franchise retail company selling cream puffs and other dessert items with two other locations in the Bay Area, submitted a formal proposal to lease the retail space at market-rate rent and has been in lease negotiations with the City for several months; and WHEREAS, other proposals have been entertained during this time, but the Beard Papa lease rate was the highest offered; and
WHEREAS, Beard Papa meets criteria advancing the City's objectives to lease out retail space in the Main Street Garage to secure strong tenants who are compatible with the Cinema and who would bring greater foot traffic to the Downtown area;

NOW, THEREFORE, THE SAN MATEO CITY COUNCIL HEREBY FINDS, RESOLVES and ORDERS that:

1. In accordance with Municipal Code section 3.60.050(b), the City Council finds that calling for bids would be impracticable in that the space does not have food preparation amenities that would be necessary for many tenants and the City has advertised the space

2. The retail lease with Peninsula Puffs, LLC, dba Beard Papa's Sweets Café, for retail space in the Main Street Garage at 365 Second Avenue, in the amount of $1282.50 per month is approved, in substantially the form attached to this Resolution,

3. The City Manager is authorized to sign and execute the lease on behalf of the City.

4. The City Clerk is instructed to attest the signature of the City Manager and affix the corporate seal of said City.

ATTEST:
,244
14a
ORIGINAL CITY CLERK MAYOR
DocuSign Envelope ID: 2DF918F5-3844-4B73-809E-493E4EF24033 * * *
Resolution adopted by the City Council of the City of
San Mateo, California, at a regular meeting held on
August 10, 2009, by the following vote of the Council:

AYES: Council Members EPSTEIN, LEE, MATTHEWS,
HANSSON and GROTTE
NOES: NONE
ABSENT: NONE
(SEAL) /s/ NORMA GOMEZ, City Clerk
DocuSign Envelope ID: 2DF918F5-3844-4B73-809E-493E4EF24033 Certificate Of Completion
Envelope Id: 2DF918F538444B73809E493E4EF24033
Status: Completed
Subject: DocuSign: Beard Papas - Amend NO 3 to Lease - Assignment of Lease to Genius Learning Source Envelope:

Document Pages: 23
Signatures: 6
Envelope Originator:

Certificate Pages: 6
Initials: 0
Laurie Strange
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
330 W. 20th Avenue
City Clerk's Office
San Mateo, CA 94403
[email protected]
IP Address: 76.14.0.98
Record Tracking
Status: Original
4/10/2023 10:21:42 AM
Holder: Laurie Strange
[email protected]
Location: DocuSign
Signer Events
Signature
Timestamp
Wynee May Yeung
[email protected]
Member
Sweet Cheeks Piffs LLC
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 73.116.218.183
Signed using mobile
Sent: 4/10/2023 11:08:50 AM
Viewed: 4/11/2023 2:22:53 PM
Signed: 4/11/2023 2:23:37 PM
Electronic Record and Signature Disclosure:

Accepted: 4/11/2023 2:22:53 PM
ID: c3c1a227-f3cd-4be0-9df6-10c6bba10f38
Ying kit Yeung
[email protected]
Managing Member
Richmond Bissell LLC
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 73.116.218.183
Sent: 4/11/2023 2:23:38 PM
Viewed: 4/11/2023 2:55:58 PM
Signed: 4/11/2023 2:57:25 PM
Electronic Record and Signature Disclosure:

Accepted: 4/11/2023 2:55:58 PM
ID: 81b18141-9f51-4e50-b46c-df8b60f6fcf5
Dennis Tong
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 174.160.115.229
Sent: 4/11/2023 2:57:27 PM
Viewed: 4/11/2023 5:37:10 PM
Signed: 4/11/2023 5:38:54 PM
Electronic Record and Signature Disclosure:

Accepted: 4/11/2023 5:37:10 PM
ID: f809917e-8345-4717-825f-f9d25a75a514
Dennis Tong
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 174.160.115.229
Signed using mobile
Sent: 4/11/2023 5:38:55 PM
Viewed: 4/11/2023 6:03:48 PM
Signed: 4/11/2023 6:04:29 PM
Electronic Record and Signature Disclosure:

Accepted: 4/11/2023 6:03:48 PM
ID: 35e1c64b-1d21-48d1-a77b-7ed7e7e22b53

Signer Events
Signature
Timestamp
Mazarin Vakharia
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 24.130.64.185
Sent: 4/11/2023 6:04:31 PM
Viewed: 4/12/2023 10:46:13 AM
Signed: 4/12/2023 10:46:27 AM
Electronic Record and Signature Disclosure:

Accepted: 4/12/2023 10:46:13 AM
ID: aef6de5e-8a79-4388-b1c3-f03217259da3
Drew Corbett
[email protected]
X City Manager
Security Level: Email, Account Authentication
(None)

Signature Adoption: Pre-selected Style
Using IP Address: 69.209.30.64
Sent: 4/12/2023 10:46:29 AM
Viewed: 4/12/2023 10:48:02 AM
Signed: 4/12/2023 10:48:08 AM
Electronic Record and Signature Disclosure:

Accepted: 4/12/2023 10:48:02 AM
ID: 429498a8-645d-4599-987d-32eca4efa73e
In Person Signer Events
Signature
Timestamp
Editor Delivery Events
Status
Timestamp
Agent Delivery Events
Status
Timestamp
Intermediary Delivery Events
Status
Timestamp
Certified Delivery Events
Status
Timestamp
Carbon Copy Events
Status
Timestamp
Jennifer Chen
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 4/12/2023 10:48:10 AM
Viewed: 4/12/2023 12:17:53 PM
Electronic Record and Signature Disclosure:

Accepted: 6/18/2021 9:49:33 AM
ID: 26e570e1-bb1e-4d7f-9404-ca5c82f05357
Dean Isaacs
[email protected]
Property Manager
Security Level: Email, Account Authentication
(None)
Sent: 4/12/2023 10:48:11 AM
Viewed: 4/12/2023 11:22:39 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Erin Fellers
[email protected]
Assistant to the City Clerk
City of San Mateo
Security Level: Email, Account Authentication
(None)
Sent: 4/12/2023 10:48:12 AM
Viewed: 4/12/2023 11:11:21 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign

Carbon Copy Events
Status
Timestamp
Alesha Boyd
[email protected]
Management Analyst
Carahsoft OBO City of San Mateo
Security Level: Email, Account Authentication
(None)
Sent: 4/12/2023 10:48:13 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Laurie Strange
[email protected]
Executive Secretary
City of San Mateo
Security Level: Email, Account Authentication
(None)
Sent: 4/12/2023 10:48:14 AM
Resent: 4/12/2023 10:48:22 AM
Viewed: 4/12/2023 3:27:06 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events
Signature
Timestamp
Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
4/10/2023 11:08:51 AM
Certified Delivered
Security Checked
4/12/2023 10:48:02 AM
Signing Complete
Security Checked
4/12/2023 10:48:08 AM
Completed
Security Checked
4/12/2023 10:48:14 AM
Payment Events
Status
Timestamps
Electronic Record and Signature Disclosure

CONSUMER DISCLOSURE
From time to time, Carahsoft OBO City of San Mateo (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign, Inc. (DocuSign) electronic signing system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the ‘I agree’ button at the bottom of this document .

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after signing session and, if you elect to create a DocuSign signer account, you may access them for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign ‘Withdraw Consent’ form on the signing page of a DocuSign envelope instead of signing it. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures Electronic Record and Signature Disclosure created on: 6/13/2017 8:08:23 AM Parties agreed to: Wynee May Yeung, Ying kit Yeung, Dennis Tong, Dennis Tong, Mazarin Vakharia, Drew Corbett, Jennifer Chen electronically from us.

How to contact Carahsoft OBO City of San Mateo:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: [email protected] To advise Carahsoft OBO City of San Mateo of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous e-mail address, your new e-mail address.

We do not require any other information from you to change your email address..

In addition, you must notify DocuSign, Inc. to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in the DocuSign system.

To request paper copies from Carahsoft OBO City of San Mateo To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to [email protected] and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with Carahsoft OBO City of San Mateo To inform us that you no longer want to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your DocuSign session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to [email protected] and in the body of such request you must state your e-mail, full name, US Postal Address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software
Operating Systems: Windows® 2000, Windows® XP, Windows
Vista®; Mac OS® X
Browsers: Final release versions of Internet Explorer® 6.0 or above (Windows only); Mozilla Firefox 2.0
or above (Windows and Mac); Safari™ 3.0 or
above (Mac only)
PDF Reader: Acrobat® or similar software may be required to view and print PDF files
Screen Resolution: 800 x 600 minimum
Enabled Security Settings: Allow per session cookies

** These minimum requirements are subject to change. If these requirements change, you will be asked to re-accept the disclosure. Pre-release (e.g. beta) versions of operating systems and browsers are not supported.

Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the ‘I agree’ button below.

By checking the ‘I agree’ box, I confirm that:
• I can access and read this Electronic CONSENT TO E LECTRONIC RECEIPT OF ELECTRONIC CONSUMER DISCLOSURES document; and

• I can print on paper the disclosure or save or sen d the disclosure to a place where I can print it, for future reference and access; and

• Until or unless I notify Carahsoft OBO City of San Mateo as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by Carahsoft OBO City of San Mateo during the course of my relationship with you.

San Mateo City CouncilOctober 20, 2025

San Mateo City Council
October 20, 2025