plth_ex105






Exhibit 10.5





 



AGREEMENT REGARDING RELEASE OF LEASHOLD ESTATE

 


THIS AGREEMENT REGARDING
RELEASE OF LEASEHOLD ESTATE (this "Agreement")
is made and entered into on August 31, 2020, by an among LaBarre
Chastang, Inc. a California corporation, d.b.a. ABC Traffic
Programs ("Lessee"), and BLC Management Company, LLC, a Nevada
limited liability company ("BLC").

 



RECITALS

 

A. Grove
Investment Company, a California general partnership
("Lessor")
and Lessee entered into that certain
Standard Industrial/Commercial Multi-Tenant Gross Lease dated
January 1, 2019 (the "Lease")
for certain property commonly known as
3400 W. Warner Ave. (the "Building"),
Units C and D, Santa Ana, California
(the "Premises").

 

B. BLC
currently occupies a portion of the Building pursuant to the
Standard Industrial Commercial Multi-Tenant Lease — Net,
dated November 8, 2019 between Warner Management Group, LLC a New
York Limited liability company as Lessee and Lessor, including all
amendments and exhibits thereto and Agreements thereto (the
"Master
Lease").

 

C. BLC
desires to acquire the right to lease the Premises starting on
October 1, 2020 (the "Turnover
Date"), and Lessee has agreed
to relocate its business from the Premises and release its interest
in the Premises (but not the Lease) to Lessor, so that BLC can
occupy the Premises, in consideration for the payment by BLC to
Lessee of the sum of Three Hundred Fifty Thousand Dollars
($350,000.00) (the "BLC
Payment").

 

D. Lessor
is willing to consent to the release of the Premises and to add the
Premises to the Master Lease, such addition starting on the
Turnover Date.

 

E. Lessor
is willing to execute an amendment of the Lease to relocate Lessee
within Lessor's property, and Lessee is willing to enter into an
amendment of the Lease to relocate Lessee within Lessor's
property.

 

F. Lessor
is willing to consent to a sublease of the Premises from BLC to
Lessee for the period beginning on Oct. 1, 2020 and ending on
December 31, 2020.

 


NOW, THEREFORE,
in consideration of the mutual
benefits and covenants herein contained and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, it is hereby mutually agreed as
follows:

 


1.            Release
of Premises. In consideration
for the BLC Payment, receipt of which is hereby acknowledged,
effective as of the Turnover Date, Lessee hereby releases its
right, title and interest in and to the
Premises.

 


2.            BLC's
Representations. BLC represents to both Lessee and
Lessor, that BLC is familiar with the Premises and with the
improvements previously placed thereon by Lessor, Lessee and/or
others; and BLC, shall accept the Premises in its "As-Is, Where-Is"
condition as of the
Turnover Date.

 



 

1







 





 

 


3.            Waiver
and Release. BLC represents,
warrants and agrees that neither Lessee nor any of Lessee's
shareholders, employees, representatives or agents have made any
representations, warranties or covenants with respect to the
condition of the Premises nor shall Lessee or any shareholders,
employees, representatives or agents have any liability or
responsibility to BLC or any other person or entity with respect to
the condition of the Premises, other than Lessee's agreement to
vacate the Premises on or before the Turnover Date. Other than for
claims arising against Lessee from non-BLC parties prior to the
final day that Lessee has use of the Premises through December 31,
2020, BLC hereby waives and releases Lessee and Lessee's
shareholders, employees, representatives and agents from any
rights, claims and causes of action it may otherwise have against
Lessee or Lessee's shareholders, employees, representatives or
agents.

 


4.            Limited
Consent to Agreement. Lessor
has provided its limited consent to the release of the Premises
described herein as set forth in the Limited Joinder executed by
Lessor and attached hereto.

 


5.            Amendment
of Master Lease. Lessor and BLC
hereby agree that the Master Lease shall be amended by the Third
Amendment to Standard Industrial Commercial Multi-Tenant Lease
— Net, dated November 8, 2019 between Lessor and BLC a true
and correct copy of which is attached hereto as Exhibit A
and by this reference incorporated
herein, effective upon execution by the Lessor as described in the
Limited Consent.

 


6.            Amendment
of Lease. Lessor and Lessee
hereby agree that the Lease shall be amended by Lessor and Lessee
by that First Amendment between Lessor and Lessee a true and
correct copy of which is attached hereto as Exhibit B
and by this reference incorporated
herein, effective upon execution by the Lessor as described in the
Limited Consent.

 


7.            Sublease
Agreement. Lessee and BLC
hereby agree that Lessee shall enter into a Sublease Agreement for
the Premises from BLC, a true and correct copy of which is attached
hereto as Exhibit C
and by this reference incorporated
herein, effective upon execution by the Lessor as described in the
Limited Consent.

 


8.            Successors
and Assigns. This Agreement
shall inure to the benefit of and be binding upon the parties
hereto and their respective successors and
assigns.

 


9.            Amendment.
This Agreement may not be modified,
altered or amended nor may any provision hereof or rights hereunder
be waived, except by an instrument in writing signed by the Person
or entity against which such modification, alteration, amendment or
waiver is sought to be enforced.

 


10.             
Further
Assurances. Each party hereto,
at its own expense, shall execute and deliver all such instruments
and take all such action as from time to time may be reasonably
necessary or reasonably requested in order for each party to obtain
the full benefits of this Agreement and of the rights and powers
herein created.

 


11.             
Authority.
Each Person executing this Agreement
represents and warrants to the

 



parties hereto that such individual has the full right power and
authority to execute this Agreement and to bind the entity on whose
behalf such individual is executing this Agreement

 


12.             
Legal Costs/Attorneys'
Fees. In the event any legal
proceeding is instituted by a party to enforce, this Agreement, the
prevailing party in such action (as determined by the arbitrator,
judge, agency or other authority before which such proceeding is
commenced), shall be entitled to such reasonable attorneys' fees
(including, without limitation, reasonable outside counsel fees and
in-house paralegals' and attorneys' time computed at similar
rates), costs and expenses as may be fixed by the decision maker.
This Agreement shall be construed and enforced in accordance with
the internal laws of the State of California (without regard to
conflicts of law). The parties hereby irrevocably waive their
respective rights to a jury trial of any claim or cause of action
based upon or arising out of this Agreement.

 


13.             
Counterpart
Originals. This Agreement may
be executed in counterpart originals, confirmed by email, each of
which shall constitute the same agreement. Electronic signatures
shall have the same effect as original
signatures.

 



[Signatures on Next Pages]

 




 

2








 






 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement
the day and year first above written by their proper officers and
pursuant to due and requisite company action.

 


LESSEE:


LaBarre
Chastang, Inc. a California corporation,
d.b.a. ABC Traffic Programs


 


 


By: /s/ Cherine
Child



Name: Cherine
Child



Its: CEO

 


 


BLC:


BLC
Management Company, LLC, a Nevada
limited liability company

 

 


By: /s/ Leighton
Koehler



Name: Leighton
Koehler



Its: Manager

 







3








 










	













 



LIMITED JOINDER 



 


 



The undersigned GROVE INVESTMENT COMPANY, a
California general partnership ("Grove"), is joining this LEASEHOLD
ESTATE TRANSFER AGREEMENT (the "Transfer Agreement"), solely to indicate that, as described in Section
5, 6, and 7 of the Transfer Agreement, when the lease amendments,
attached hereto as Exhibit
"A" and Exhibit "B", and the sublease agreement, attached hereto
as Exhibit "C"
are all delivered to Grove, signed by
the counter-parties thereto, Grove will counter-sign each of those
and deliver a copy to the respective lessees named therein. Grove
is not otherwise approving of or joining in the Transfer
Agreement.


 


GROVE
INVESTMENT COMPANY, a


California
general partnership


 


By: /s/ Ernie
Gallardo


Ernie Gallardo, Asset Manager

 


 







4








 





 


EXHIBIT
A

 


THIRD
AMENDMENT TO MASTER LEASE


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



 

5







 






 

 



THIRD AMENDMENT TO STANDARD INDUSTRIAL / COMMERCIAL

 



MULTI-TENANT LEASE — NET

 



Dated: September 8, 2020

 



LESSOR:

 


GROVE INVESTMENT
COMPANY, a California general
partnership

 



LESSEE:

 


BLC MANAGEMENT COMPANY,
LLC, a Nevada limited liability
company

 



LEASED PREMISES:

 



3400 W. WARNER AVENUE, UNITS A, B, C, D, E, F, F-1, G, H, K, L, and
M

 



SANTA ANA, CALIFORNIA 92704

 

 


This
THIRD AMENDMENT TO STANDARD INDUSTRIAL / COMMERCIAL MULTI-TENANT
LEASE — NET (the "Amendment") is entered into between the
Lessor and Lessee, as identified above, and relates to the leased
premises identified above (the "Premises"). This Amendment is
entered into based on the facts contained in the Recitals, below,
and on the Terms and Conditions which are also set forth
below.

 



RECITALS

 


The
Lessor and Lessee's predecessor, WARNER MANAGEMENT GROUP, LLC, a
New York limited liability company (hereinafter "WARNER" or
"Assignor"), entered into a Standard Industrial/Commercial
Multi-Tenant Lease - Net (the "Original Lease") dated May 1, 2018,
which included Exhibits A through H, inclusive.

 


A
Guaranty of Lease (the "Guaranty"), relating to the Original Lease
was executed by NEWTONIAN PRINCIPLES, INC., a Delaware corporation
(the "Original Guarantor") in favor of the Lessor.

 


The
Original Lease has since been amended by: (1) The terms of the
FIRST AMENDMENT TO STANDARD INDUSTRIAL / COMMERCIAL MULTI-TENANT
LEASE







6








 







— NET, dated November 8, 2019 (the "First Amendment"),
entered into between Lessor and WARNER, which included a
reaffirmation of the Guaranty by the Original Guarantor, and (2)
The terms of the SECOND AMENDMENT TO STANDARD INDUSTRIAL /
COMMERCIAL MULTI-TENANT LEASE — NET, dated April 17, 2020
(the "Second Amendment"), entered into between Lessor and WARNER,
which included a reaffirmation of the Guaranty by the Original
Guarantor.

 


The
Original Lease, as amended by the First Amendment and Second
Amendment (the "Previously Amended Lease") has been assigned by
WARNER to BLC MANAGEMENT COMPANY, LLC, a Nevada limited liability
company (hereinafter referred to as "Lessee") in accordance with
the terms of the Assignment, Assumption and Consent to Assignment
of Lease dated May 20, 2020, entered into by WARNER, Lessee and
Lessor (the "Assignment"). WARNER was not released from liability
under the Previously Amended Lease by the terms of the
Assignment.

 


The
Original Guarantor was not a party to the Assignment, but PLANET 13
HOLDINGS, INC., a corporation organized under the Business
Corporations Act of British Columbia, Canada (the "New Guarantor")
guarantied the performance of the lessee under the terms of the
Previously Amended Lease, pursuant to the terms of a Guaranty of
Lease dated May 20, 2020 (the "New Guaranty"), which was delivered
to Lessor along with the Assignment.

 


Lessee
has entered into an agreement with La Barre Chastang, Inc. to
vacate Suite C and Suite D, which are defined above as a part of
the Premises (the "New Suites"), effective as of October 1, 2020,
and Lessee has agreed to take the risk that the New Suites will be
delivered to Lessee as of October 1, 2020, and Lessee has agreed to
start paying Lessor for such space, effective as of October 1,
2020, regardless of whether or not Lessee has gained possession of
the New Suites.

 


Initially
capitalized terms which are not otherwise identified in this
Amendment shall have the meaning ascribed to them in the Previously
Amended Lease.

 



TERMS AND CONDITIONS

 


NOW,
THEREFORE, Lessor and Lessee agree to modify the terms of the
Original Lease as follows:

 


1. Premises.
Effective as of October 1, 2020, the
Premises as defined in the Previously Amended Lease shall be
changed to also include the New Suites. The New Suites, when added
to the space leased under the terms of the Premises, results in the
total square footage being leased by Lessee being 33,001 square
feet. Lessee shall







7








 





 


begin
paying rents on the pre-existing Premises, plus the New Suites,
from and after October 1, 2020.

 


2. Base Rent.
Base Rent due under the Lease was most
recently revised in Paragraph 1 of the Second Amendment; that Base
Rent shall continue in effect through September 30, 2020. Effective
from and after October 1, 2020, Base Rent shall be revised and
shall be payable as follows:

 

A. Base
Rent for the period from October 1, 2020, until the
earlier of:
(i) March 31, 2021, or (H) the date
when Lessee opens for business at the Premises (hereinafter the
"Rent Abatement Period"), shall be revised to to
$49,254.00
per month;

 

B. If
the Rent Abatement Period does not end on or before December 31,
2020, the Base Rent shall be revised to $50,731.60 per month for the period from January 1, 2021
through the end of the Rent Abatement Period;

 

C. From
and after the later of the end of the Rent Abatement Period or
January 1, 2021, through December 31, 2021, Base Rent shall be
revised to $67,642.00 per month;

 

D. From
and after January 1, 2022, Base Rent shall be revised as set forth
in Paragraph 60, which is revised in this Amendment.

 


3. Lessee's Share.
Lessee's Share, as defined in Section
1.6 of the Previously Amended Lease shall be increased to
33.74%
from and after October 1,
2020.

 


4. Security Deposit.
The Security Deposit, referenced in
Section 1.7c, shall be increased from the current amount of
$180,000.00 to $203,000.00 and Lessee shall pay the difference of
$23,000.00 to Lessor upon the exchange of signed copies of this
Amendment.

 


5. Waiver. Lessee waives any right to any notice from Lessor
of the availability of the New Suites under the terms of the
Previously Amended Lease.

 


6. Revised Paragraph 60.
The Base Rent shall be increased at a
rate of three percent (3%) per annum on a compounding basis, during
the remainder of the Original Term. Accordingly, Paragraph 60 as
set forth in the First Amendment shall be replaced with the
following:







8








 






"60. Base Rent
Adjustments. The Base Rent
shall be increased at a rate of three percent (3%) per annum on a
compounding basis, during the remainder of the Original
Term.

 


	

Months

	
 

Monthly Base Rent:

 


	
January
1, 2022 - December 31, 2022

	
 $69,671.00 


	
January
1, 2023 - December 31, 2023

	
 $71,762.00 


	
January
1, 2024 - December 31, 2024

	
 $73,914.00 


	
January
1, 2025 - December 31, 2025

	
 $76,132.00 


	
January
1, 2026 - December 31, 2026

	
 $78,416.00 


	
January
1, 2027 - December 31, 2027

	
 $80,768.00 


	
January
1, 2028 - December 31, 2028

	
 $83,191.00 


	
January
1, 2029 - December 31, 2029

	
 $85,687.00 


	
January
1, 2030 - May 31, 2030

	
 $88,258.00''







 

 


7. Exhibit "C" in the form attached to the First Amendment, shall
now be deemed to include the New Suites, which are identified
thereon.

 


8. Reaffirmation.
Except as expressly amended or
modified by the terms of this Amendment, the terms of the
Previously Amended Lease are ratified and reaffirmed by Lessor and
Lessee.

 

 

 


	
  GROVE INVESTMENT
COMPANY,  a California
general partnership

	

 

	

 

	

BLC MANAGEMENT COMPANY, LLC,   a
Nevada limited liability company

	

 


	
/s/ Ernest
Gallardo

	

 

	

 

	
/s/ Robert
Groesbeck

	

 


	
Ernest
Gallardo

	

 

	

 

	
Robert
Groesbeck

	

 


	
Asset
Manager

	

 

	

 

	
Manager

	

 






 



 

 



REAFFIRMATION OF GUARANTY

 


The
undersigned provided the New Guaranty, referenced above in this
Amendment. The undersigned has reviewed this Amendment and agrees
that, as an inducement for Lessor to execute this Amendment, the
New Guaranty shall remain in full force and effect and, from and
after the date hereof, and that the New Guaranty shall operate as a
guaranty obligations arising out of the Previously Amended Lease,
as







9








 





 


amended
by the foregoing Amendment. The obligations of the undersigned
Guarantor and the rights of the Lessor, as provided in the New
Guaranty, shall be fully applicable to the Previously Amended
Lease, as amended by this Amendment.

 


PLANET 13 HOLDINGS,
INC., a corporation organized
under the
Business Corporations Act of British Columbia, Canada


 


 


	
/s/ Larry
Scheffler

	

 

	

 

	
/s/ Robert
Groesbeck

	

 


	
Larry
Scheffler

	

 

	

 

	
Robert
Groesbeck

	

 


	
President  

	

 

	

 

	Co-President	

 






 

 

 



REAFFIRMATION OF BY WARNER

 


The
undersigned, WARNER, was not released from liability under the
Previously Amended Lease by the terms of the Assignment. The
undersigned has reviewed this Amendment and agrees that, as an
inducement for Lessor to execute this Amendment WARNER shall remain
liable as an assignor of the Previously Amended Lease (which
included rights to capture additional space under its terms), as
the same has been amended by the foregoing Amendment. The
obligations of the undersigned WARNER and the rights of the Lessor,
as provided in the Previously Amended Lease, and the Assignment
shall be fully applicable to the Previously Amended Lease, as
amended by this Amendment.

 


WARNER MANAGEMENT GROUP,
LLC, a New York limited
liability company


 


 


	

 

	



	

 


	

 

	

 

	

 

	

 


	

	
By:  

	
/s/ 
Sarah
Sibia

	

 


	

 

	

 

	
Sarah
Sibia

	

 


	

 

	

 

	

Manager

	

 






 



 







10








 





 


EXHIBIT
B

 


FIRST
AMENDMENT TO LEASE

 


EXHIBIT
B


 







11








 





 



FIRST AMENDMENT TO LEASE

 


This
FIRST AMENDMENT TO LEASE (this "Amendment") is entered into as
of

 



 

August,
2020 by and between GROVE INVESTMENT COMPANY, a California general
partnership ("Lessor"), and La Barre Chastang, Inc. a California
corporation, d.b.a. ABC Traffic Programs ("Lessee"), based on the
factual matters recited below and on the terms and condition
contained herein.





 



RECITALS

 

A. Lessor
and Lessee entered into that certain Standard IndustriaUCommercial
Multi- Tenant Lease 



                      



Gross,
dated January I, 2019 (the "Lease") for certain property commonly
known as 3400 W. Warner Ave. Units C and D, Santa Ana, California
(the "Old Premises").





 

B. The
parties hereto now wish to amend the Lease as of October I, 2020
(the "Effective Date"), to redefine the Premises, as referenced in the
Lease from the Old Premises to two industrial units containing
approximately 3,600 square feet of space, commonly known as 3440 W.
Warner Ave. Units I and J, Santa Ana, California (the "New
Premises"), to modify the Base Rent due under the terms of the
Lease and to address the other matters set forth
herein.

 

C. The
Lease was guaranteed by MICHELE HUNDLEY in accordance with the
terms of a Guaranty of Lease, which references the Old Premises and
which was delivered concurrently with the Lease (the "Guaranty");
MICHELE HUNDLEY has agreed to reaffirm her obligations under the
Guaranty as applicable to the Lease as amended by this
Amendment.

 


NOW,
THEREFORE, in consideration for the foregoing and the mutual
covenants hereinafter contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

 



AGREEMENT

 


1.          Recitals.
The foregoing recitals arc true and
correct and incorporated herein by reference.

 


2.          Defined
Terms. All capitalized terms
used in the Amendment that are not defined herein shall have the
meanings as defined in the Lease.

 


3.          Change
in the Premises. As of the
Effective Date, Section 1.2 (a) of the Lease, which defines the
Premises, is amended such that the Premises will include only the
New Premises and Lessee's right to occupy the Old Premises, under
the terms of the Lease, shall terminate as of Noon on October I,
2020. A Site Plan showing the New Premises is depicted on
Exhibit
A attached hereto, which as of
the Effective Date, shall replace Exhibit C
as attached to the Lease. From and
after October 1, 2020, the term "Premises" under the Lease shall
mean the New Premises. Lessee shall have the right to remove its
personal property, trade fixtures and the existing satellite
equipment and security cameras and related equipment from the Old
Premises.

 


4.          Condition
of New Premises. Lessor agrees
that, notwithstanding any contrary provision of the Lease or any
interpretation of any provision thereof, the representations,
warranties and covenants of Lessor in the Lease, including without
limitation the representations, warranties and covenants of Lessor
in Sections 2.2 and 2.3 thereof, shall be applicable to the New
Premises and the "Start Date" with respect to the New Premises
shall be the date on which Lessor delivers exclusive possession of
the New Premises to Lessee.

 


5.          Access
to
the New Premises. Upon
execution by Lessor and Lessee of this Amendment and mutual
delivery, Lessee shall have access to the New Premises for purposes
of building it out, at Lessee's sole cost and to Lessee's
specifications; provided that, such build out is completed in
accordance with plans submitted to and approved by the City of
Santa Ana (the "Approved Plans") and permits issued by the City of Santa Ana based
on the Approved Plans. Lessor shall reasonably cooperate in good
faith and in a timely manner with Lessee in Lessee's pu9uit and
obtaining of the approval of such plans and
permits.

 







12








 





 


6.          Acknowledgment
of Re-Leasing. Lessee
acknowledges that Lessor is leasing the Old Premises to BLC
Management Company, LLC ("BLC") as of the Effective Date and that
Lessee and BLC are coordinating any holdover tenancy in the Old
Premises and that Lessee's obligation to pay rent on the New
Premises shall commence on October 1, 2020, regardless of whether
Lessee's build out of the New Premises is completed and regardless
of whether or not a certificate of occupancy has been issued for
the New Premises.

 


7.          Base
Rent. Commencing on the on the
Effective Date, Section 1.5 of the Lease, relating to Base Rent, is
amended such that the new Base Rent is $5,191.50 per month plus
$216 per month as a trash fee. The new Base Rent shall then
increase by three percent (3%) effective as of March 1, 2021 and
annually thereafter, effective as of each successive March 1, on a
compounding basis.

 


8.          Lessee's
Share of Common Area Operating Expenses. Commencing on the on the Effective Date, Lessee's
Share, as set forth in Section 1.6 of the Lease shall be reduced
from 3.82% to 3.68%.

 


9.          No
Third Party Rights. Except as
otherwise expressly set forth herein, nothing contained in this
Amendment is intended to confer upon any person or entity other
than the parties and their successors.

 


10.          Counterparts
and Fax or Electronic Transmission. This Amendment may be executed in two or more
counterparts, each counterpart being executed by fewer than both of
the parties hereto and shall be equally effective as if a single
original had been signed by all parties; but all such counterparts
shall be deemed to constitute a single
agreement.

 


11.          Authority.
Each Person executing this Amendment
represents and warrants to the parties hereto that such individual
has the full right power and authority to execute this Amendment
and to bind the entity on whose behalf such individual is executing
this Amendment.

 


12.          No
Change. Except as set forth
herein, all of the terms and conditions of the Lease remain
unchanged and in full force and effect.

 


13.          Conflict.
In case of any conflict between the
terms and provisions of this Amendment and the Lease, the terms and
provisions of this Amendment shall govern.

 



[ Continue to Signature Page ]

 







13








 





 


IN
WITNESS WHEREOF, this Amendment has been executed as of the date
first set forth above.

 

LESSEE:
La Barre Chastang, Inc. a
California corporation, d.b.a. ABC Traffic Programs

 

 



By: /s/ Cherine
Child



Cherine Child, CEO

 



By: /s/ Michele
Hundley



Michele Hundley, CFO

 

LESSOR:
Grove Investment Company, a
California general partnership

 



By: /s/ Ernie
Gallardo



Ernie Gallardo


 

 

 



REAFFIRMATION OF GUARANTY

 


The undersigned provided the Guaranty which is
referenced above in this Amendment The undersigned has reviewed
this Amendment and agrees That, as an inducement for Lessor
to execute this Amendment, the Guaranty shall remain in full
force and effect from and after the date here4 and that the
Guaranty shall operate as a guaranty of the obligations arising out
of the Lees; as amended by the foregoing Amendment The obligations
of the undersigned Guarantor and the rights of the Lessor, as
provided in the Guaranty, shall be fully applicable to the Lease,
as amended by this Amendment

 


By: /s/ Michele
Hundley



Michele Hundley, an individual







14








 







EXHIBIT "A"



FLOOR PLAN

 



South Coast Business Center



3440 W. Warner Ave. Units I and J, Santa Ana, CA 92704


 




 

 



 







 





 



EXHIBIT "A"



SITE PLAN

 



South Coast Business Center


 




 







 



3400, 3440, and 3480 W. Warner Ave. Santa Ana, CA
92704

 







15








 





 


EXHIBIT
C

 


SUBLEASE
AGREEMENT

 

 












16








 





 

EXHIBIT
C




Sublease Between BLC Management Company, LLC and LaBarre Chastang,
Inc.

 



Effective Date of this
Agreement:                                                                

August 31, 2020
(the "Effective
Date")





 


This
Agreement is by and between

 


BLC Management Company,
LLC, a Nevada LLC,
("Sublessor") with a principal address of 2548 West Desert Inn
Road, Suite 100, Las Vegas, NV 89109,

 


And

 


LaBarre Cbastang, Inc. dba ABC
Traffic Programs ("Sublessee"),
a California corporation with an address of 3440 Warner Ave.,
Suites C and D Santa Ana California.

 



Background

 



A. 

This
is an agreement (this "Agreement" or this "Sublease") to sublet
furnished real property, being commonly known as 3400 Warner Ave.,
Suites C & D, (the "Premises") according to the terms specified
below.





 



13. 

Sublessee
and Sublessor are herein referred to individually as a "Party" and
collectively as the "Parties."





 


IN CONSIDERATION OF
Sublessor subletting, and Sublessee
renting, the Premises, both Parties agree to keep, perform and
fulfill the promises, conditions and agreements
below:

 



1. Sublease Premises and
Term

 


Sublessor
hereby subleases to Sublessee the Premises from October 1, 2020
through December 31, 2020 (the "Term"), with no option to renew
this Sublease beyond December 31, 2020, and no right to remain
within the Premises beyond December 31, 2020, regardless of any
circumstances, whatsoever. Sublessor represents and warrants to
Sublessee that Sublessor has the right to enter into this Sublease
and to permit the occupancy by Sublessee of the Premises as
described herein.

 



2. Payable Rent and
Triple Net

 


Subject
to the provisions of this Agreement, the monthly rent (the "Payable
Rent") to be paid by Sublessee to Sublessor pursuant to the terms
herein for the Premises is at a rate of $1.00 per month, being a
total of $3.00 for the entirety o£ the Term, and for which
amount Sublessor hereby acknowledges has been paid by Sublessee and
received by Sublessor as of the Effective Date.

 


Sublessor
shall receive all Payable Rent as provided in this Section 2 free
and clear of any and all impositions, encumbrances, charges,
obligations or expenses of any nature whatsoever in connection with
Sublessee's operations at the Premises and Sublessee's subsequent
relocation actions taken during the Term. In addition to the
Payable Rent to be paid pursuant to this Section


 







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2,
except as expressly provided herein to the contrary, Sublessee
shall pay to the parties entitled thereto all impositions,
insurance premiums, operating expenses, liability claims,
maintenance charges and expenses which arise prior to or during the
Term and up to the extent such were payable by Sublessee pursuant
to the terms of its prior lease of the Premises.

 


3. Representations
and Warranties

 


Sublessee
represents and warrants that it shall vacate the Premises no later
than December 31, 2020.

 


Sublessee
represents and warrants that it shall comply with all statutes,
ordinances and requirements of all municipal, state and federal
authorities now in force, or that may hereafter be in force,
pertaining to the its business operations and its specific use of
the Premises.

 


Sublessee
represents and warrants that it shall continue insurance coverage
for its activities at the Premises prior to and continuing through
the Term in the amount of at least $2,000,000.

 


4. Condition
of Premises

 


Sublessee
acknowledges that (a) it is in possession of and is fully familiar
with the condition of the Premises and, notwithstanding anything
contained in this Sublease to the contrary, agrees to take the same
in its condition "as is" as of the first day of the Term, and (b)
Sublessor shall have no obligation to alter, repair or otherwise
prepare the Premises for Tenant's continued occupancy during the
Term. Furthermore, Sublessor makes no warranty or representation
regarding the suitability of the Premises for the use listed in
Section 7 below or for any other purpose, and hereby expressly
disclaims any liability, implied or otherwise, for the suitability
of the Premises for any purposes.

 


5. Notices
and Records

 


Any notice that either party may or is required to
give, shall be given by email [REDACTED] for BLC Management Company, LLC or to [REDACTED] for
LaBarre Chastang, Inc. dba ABC Traffic
Programs.

 


6. Termination

 


Sublessee
may terminate this Agreement by vacating the Premises and sending
written notice to Sublessor at any time during the
Term.

 


7. Uses
Permitted

 


Sublessee
may occupy and use the Premises only for the operation and business
of ABC Traffic Programs during the Term, as such business has
historically been run out of the, Premises, and in such
businesslike manner as previously operated.







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8. Alterations

 


This
Sublessee shall not, without first obtaining the written consent of
Sublessor, make any alterations, additions, or improvements, in, to
or about the Premises.

 


9. Assignment
&
Subletting

 


Sublessee
shall not assign this Sublease or sublet any portion of the
Premises.

 


10. Indemnification
of Sublessor

 


Sublessee
agrees to indemnify Sublessor for any claims which arise from
Sublessee's use of the Premises during the Term, to include but not
limited to indemnification of Sublessor for any claims involving
any damage to or loss, for any reason, of property entrusted to the
employees of sublessee's business or held within the Premises, any
injury to or damage to persons or property resulting from any cause
whatsoever, unless caused by or due to the negligence or willful
misconduct of Sublessor, its agents or employees. For purposes of
this indemnification provision, Sublessor shall not be liable for
any latent defect in the Premises or in the building of which they
are a part.

 


11. Default
and Sublessor's Remedies

 


Upon
Sublessee's default of Sections 2, 3, 7, 8, 9, and which default
remains uncured for a period of three business days after written
notice of default by Sublessor, Sublessee agrees it shall cease its
use of the Premises, but not possession thereof, until the default
is cured. In the event Sublessee does not cease Its use of the
Premises, or within five business days of ceasing its use of the
Premises Sublessee has not cured the default, then all Sublessee
rights under this agreement shall terminate, but its obligations,
indemnification, representations, and warranties to Sublessor shall
survive.

 


In
no event shall the three day or five day periods discussed in this
Section 11 extend the Term of this Sublease beyond December 31,
2020.

 


12. Security
Deposit

 


No
security deposit shall be required of Sublessee for the
Premises.

 


13. Waiver

 


No
failure of Sublessor or Sublessee to enforce any term of this
Agreement shall be deemed to be a waiver,

 


14. Heirs,
Assigns & Successors

 


This
Agreement is binding upon and inures to the benefit of the heirs,
assigns and successors in interest to the parties.







19








 





 


15. Authority
of Parties/Signatories

 


Each
person signing this Agreement represents and warrants that he or
she is duly authorized and has legal capacity to execute and
deliver this Agreement on behalf of their respective corporation,
sole proprietorship, partnership or other entity. Each Party
represents and warrants to the other that the execution and
delivery of the Agreement and the performance of such Party's
obligations hereunder have been duly authorized and that the
Agreement is a valid and legal agreement binding on such Party and
enforceable in accordance with its terms.

 


16. Severability

 


If
any provision of this Agreement is found invalid or unenforceable
under judicial decree or decision, the remainder shall remain valid
and enforceable according to its terms. Without limiting the
previous, it is expressly understood and agreed that each and every
provision of this Agreement that provides for a limitation of
liability, disclaimer of warranties, or exclusion of damages is
intended by the Parties to be severable and independent of any
other provision and to be enforced as such. Further, it is
expressly understood and agreed that if any remedy under this
Agreement is determined to have failed of its essential purpose,
all other limitations of liability and exclusion of damages set
forth in this Agreement shall remain in full force and
effect.

 


17. Governing
Law

 


This
Agreement shall be governed by the laws of the State of
California,

 


18. Entire
Agreement

 


The
Parties acknowledge that this Agreement expresses their entire
understanding and agreement as to the three month sublease of the
Premises, and that there have been no warranties, representations,
covenants or understandings made by either party to the other,
regarding this Sublease, except such as are expressly set forth in
this agreement.

 



Understood, Agreed & Approved

 


The
Parties have carefully reviewed this contract and agree to and
accept all of its terms and conditions. The Parties hereto execute
this Agreement as of the Effective Date above.

 



Signatures on following page.

 







20








 






Commercial
Sublease Planet 13 & Sublessee Signature Page

 

 


	
Sublessee  

	

 

	

 

	
Sublessor
 

	

 


	
LaBarre Chastang, Inc. dba ABC
Traffic
Programs  

	

 

	

 

	
BLC
Management Company, LLC  

	

 


	
/s/ Cherine
Child


	

 

	

 

	
/s/ Leighton
Koehler


	

 


	
Cherine
Child

	

 

	

 

	
Leighton
Koehler

	

 


	
CEO

	

 

	

 

	
Manager

	

 


	
August 31,
2021 

	

 

	

 

	
August 31,
2021 

	

 






 

 



 







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