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DocuSign Envelope ID: E51F0AAD-09DD-40FC-928C-4DBA84DCBD59
1 ALLEN MATKINS LECK GAMBLE
MALLORY & NATSIS LLP
2 TIMOTHY B. MCGINITY (BAR NO. 209970)
STEPHANIE S. ROBERTS (BAR NO. 299107)
3 865 South Figueroa Street, Suite 2800
Los Angeles, California 90017-2543
4 Phone: (213) 622-5555
Fax: (213) 620-8816
5 E-Mail: tmcginity@allenmatkins.com
stephanieroberts@allenmatkins.com
6
Attorneys for Plaintiff
7 5500 JEFFERSON INVESTMENT GROUP, INC.
8 SUPERIOR COURT OF THE STATE OF CALIFORNIA
9 FOR THE COUNTY OF LOS ANGELES
10
11 5500 JEFFERSON INVESTMENT Case No. ____________________
GROUP, INC., a California corporation,
12 VERIFIED COMPLAINT FOR
Plaintiff, UNLAWFUL DETAINER
13
vs.
14
ALUM BEVERAGES, INC., a Wyoming
15 corporation; B WATER & BEVERAGES,
INC. a Nevada corporation; DOES 1
16 through 10, Inclusive,
17 Defendants.
18
19 Plaintiff 5500 JEFFERSON INVESTMENT GROUP, INC. (“Landlord” or
20 “Plaintiff”) alleges as follows:
21 THE PARTIES
22 1. Landlord is and, at all times herein mentioned, was a California corporation
23 lawfully doing business in the County of Los Angeles, State of California.
24 2. Landlord is informed and believes that Defendant ALUM BEVERAGES,
25 INC. (“Tenant”) is and, at all times herein mentioned, was a Wyoming corporation doing
26 business in the County of Los Angeles, State of California.
27
28
LAW OFFICES
Allen Matkins Leck Gamble
Mallory & Natsis LLP
4854-8377-7717.1 VERIFIED COMPLAINT FOR UNLAWFUL DETAINER
DocuSign Envelope ID: E51F0AAD-09DD-40FC-928C-4DBA84DCBD59
1 3. Landlord is informed and believes that Defendant B WATER &
2 BEVERAGES, INC. (“Subtenant”) is and, at all times herein mentioned, was a Nevada
3 corporation doing business in the County of Los Angeles, State of California.
4 4. The true names and capacities, whether individual, corporate, associate or
5 otherwise, of defendants DOE 1 through 10, inclusive, are unknown to Landlord, who
6 therefore sues these defendants by fictitious names pursuant to Code of Civil Procedure
7 section 474. Landlord will seek leave of this Court to amend this complaint when said true
8 names and capacities have been ascertained.
9 5. Landlord is informed and believes and thereon alleges that, at all times
10 mentioned herein, each of the defendants were the agents, employees, co-venturers, partners,
11 or in some manner agents or principals, or both, of each and every other defendant and were
12 acting within the course and scope of such agency and employment. Landlord is further
13 informed and believes and thereupon alleges that each of the defendants, including the DOE
14 defendants herein, claims some type of possessory interest in and to the subject premises.
15 As used hereinafter, “Defendants” shall mean and include all defendants.
16 JURISDICTION AND VENUE
17 6. Pursuant to Code of Civil Procedure §§ 85, 86, and 88, this Court has
18 jurisdiction of this matter because the matter in controversy, exclusive of interest, exceeds
19 $25,000.00 and because jurisdiction over this case is not given by statute to other trial courts.
20 7. Pursuant to California Code of Civil Procedure § 392, venue is proper in this
21 Court because the subject premises are located in the County of Los Angeles, in the State of
22 California.
23 THE LEASE
24 8. Landlord is the owner of real property located at 956-972 Griswold Avenue,
25 San Fernando, California 91340 (the “Premises”).
26 9. On or about March 11, 2020, Landlord and Tenant entered into a written
27 Standard Industrial/Commercial Single-Tenant Lease (the “Lease”) for the Premises which
28 consists of an approximately 41,910 square foot building situated on approximately 74,942
LAW OFFICES
Allen Matkins Leck Gamble
Mallory & Natsis LLP -2-
4854-8377-7717.1 VERIFIED COMPLAINT FOR UNLAWFUL DETAINER
DocuSign Envelope ID: E51F0AAD-09DD-40FC-928C-4DBA84DCBD59
1 square feet of land. A true and correct copy of the Lease is attached hereto as Exhibit A
2 and is incorporated herein in full by this reference.
3 10. As set forth in Section 1.3 of the Lease, the Lease term was for a period of five
4 (5) years. The Lease commenced on April 1, 2020 and was to expire on April 30, 2025.
5 11. Sections 1.6(b) and 5 of the Lease required Tenant to pay and maintain a
6 $300,000 security deposit during the Lease term.
7 12. Tenant entered into possession of the Premises under the terms and conditions
8 of the Lease.
9 THE UNAUTHORIZED SUBLEASE
10 13. Section 12.1(a) of the Lease provided that Tenant could sublet the Premises
11 under certain express conditions. One such condition was that Tenant was to get Landlord’s
12 prior written consent before entering into any sublease of the Premises.
13 14. On or around April 3, 2024, Landlord discovered that on July 18, 2022, Tenant
14 had entered into an unauthorized sublease of certain beverage bottling equipment located at
15 the Premises to Subtenant.
16 15. Based on information and belief, Landlord alleges that both Tenant and
17 Subtenant are in possession of the Premises.
18 TENANT'S FAILURE TO PAY RENT
19 16. Tenant agreed to pay Rent, as defined in the Lease, on the first day of each
20 month commencing on May 1, 2020. However, beginning on August 1, 2023, Tenant failed
21 to pay Rent and has continued its failure and refusal to pay Rent through the date of this
22 Complaint.
23 17. Pursuant to Section 5 of the Lease, Landlord was permitted to apply the
24 security deposit toward any past due Rent owing to Landlord. Accordingly, Landlord applied
25 Tenant’s Security Deposit to the Rent for the months of August 2023, September 2023,
26 October 2023, November 2023, December 2023 and January 2024, which depleted the
27 Security Deposit.
28 18. Section 5 of the Lease also states that if Landlord uses or applies all or any
LAW OFFICES
Allen Matkins Leck Gamble
Mallory & Natsis LLP -3-
4854-8377-7717.1 VERIFIED COMPLAINT FOR UNLAWFUL DETAINER
DocuSign Envelope ID: E51F0AAD-09DD-40FC-928C-4DBA84DCBD59
1 portion of the Security Deposit, Tenant “shall within 10 days after written request therefor
2 deposit monies with Landlord sufficient to restore said Security Deposit to the full amount
3 required by this Lease.”
4 19. On March 25, 2024, Landlord served on Tenant a Notice to Replenish Security
5 Deposit in accordance with the Lease. However, Tenant failed to comply and timely
6 replenish its security deposit. A true and correct copy of the Notice to Replenish Security
7 Deposit is attached hereto as Exhibit B and is incorporated herein in full by this reference.
8 20. Tenant continued in its failure and refusal to pay Rent in accordance with the
9 Lease. Accordingly, on March 25, 2024, Landlord served on Tenant a Notice of Default
10 requesting past due Rent for the months of January, February, and March 2024, in
11 accordance with the Lease. However, Tenant failed to comply and pay these past due Rent
12 amounts. A true and correct copy of the Notice of Default is attached hereto as Exhibit C
13 and is incorporated herein in full by this reference.
14 21. On April 2, 2024, Landlord served on Tenant a Three-Day Notice to Pay Rent
15 or Quit. A true and correct copy of the Three-Day Notice is attached hereto as Exhibit D
16 and is incorporated herein in full by this reference.
17 22. Tenant failed to timely pay all past due Rent amounts in response to the Three-
18 Day Notice. Tenant also failed to pay Rent for April 2024.
19 FIRST CAUSE OF ACTION FOR UNLAWFUL DETAINER
20 23. Landlord realleges and incorporates by reference Paragraphs 1 through 22
21 above as though set forth fully herein.
22 24. Pursuant to Section 1.5 and 1.6 of the Lease, Tenant was required to pay to
23 Landlord, on a monthly basis, Base Rent, as that term is defined in the Lease, and a monthly
24 impound for taxes and insurance. Rent is required to be paid, in advance, without offset or
25 deduction, on the first day of each month throughout the Lease term.
26 25. Defendants failed to pay Rent in the amount of $184,143.27, which represents
27 the Rent past due from January 2024 (the month after the Security Deposit was depleted)
28
LAW OFFICES
Allen Matkins Leck Gamble
Mallory & Natsis LLP -4-
4854-8377-7717.1 VERIFIED COMPLAINT FOR UNLAWFUL DETAINER
DocuSign Envelope ID: E51F0AAD-09DD-40FC-928C-4DBA84DCBD59
1 through April 2024. As of the date of filing this Complaint, the above Rent remains due and
2 unpaid.
3 26. On March 25, 2024, Landlord served Tenant with (i) a Notice of Default and
4 (ii) a Notice to Replenish Security Deposit, in accordance with the Lease. The Notice of
5 Default notified Tenant that it was in default of the Lease for failure to pay Rent and
6 requested that such default be cured within three (3) business days per Section 13 of the
7 Lease. The Notice to Replenish Security Deposit requested that the Security Deposit be
8 replenished within 10 days per Section 5 of the Lease. In response, Tenant failed to timely
9 pay the past due Rent or replenish the Security Deposit in the time provided by the Lease.
10 27. In response to Tenant’s failure to cure its defaults, on April 2, 2021, Landlord
11 served Tenant with a Three-Day Notice to Pay Estimated Rent or Quit under Code of Civil
12 Procedure section 1161.1, requiring Tenant to pay the Rent demanded in the Notice, or,
13 alternatively, to deliver up possession of the Premises to Landlord or its authorized agent.
14 28. The three-day notice period has expired, but Defendants have failed to pay any
15 of the unpaid Rent demanded in the Notice and have not delivered up possession of the
16 Premises to Landlord.
17 29. At all times herein mentioned, Landlord fully performed its obligations and
18 duties under the Lease, except for those obligations and duties that may have been excused
19 as a result of Defendants’ conduct.
20 30. Pursuant to Section 13 of the Lease, Landlord is entitled to recover from
21 Tenant the expenses incurred by Landlord in this action, including, without limitation, its
22 attorneys' fees. Landlord seeks recovery of such amounts in this action.
23 31. Landlord has retained the law firm of Allen Matkins Leck Gamble Mallory &
24 Natsis LLP to enforce its rights under the Lease, and accordingly has incurred as yet
25 unascertained costs and attorneys' fees.
26 ///
27 ///
28 ///
LAW OFFICES
Allen Matkins Leck Gamble
Mallory & Natsis LLP -5-
4854-8377-7717.1 VERIFIED COMPLAINT FOR UNLAWFUL DETAINER
DocuSign Envelope ID: E51F0AAD-09DD-40FC-928C-4DBA84DCBD59
1 PRAYER
2 WHEREFORE, Plaintiff prays for judgment against Defendants, and each of them,
3 as follows:
4 1. For termination of the Lease and immediate restitution and possession of the
5 Premises from Tenant;
6 2. For termination of the Sublease and immediate restitution and possession of
7 the Premises from Subtenant;
8 3. For holdover damages in the amount of $1,741.64 per day from and including
9 April 8, 2023 for each day that Defendants remain in possession of the Premises until
10 judgment is entered;
11 4. For costs of suit;
12 5. For such other and further relief as this Court may deem just and proper.
13
14 Dated: April 29, 2024 ALLEN MATKINS LECK GAMBLE
MALLORY & NATSIS LLP
15 TIMOTHY B. MCGINITY
STEPHANIE S. ROBERTS
16
17
By:
18 STEPHANIE S. ROBERTS
Attorneys for Plaintiff
19 5500 JEFFERSON INVESTMENT
GROUP, INC.
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LAW OFFICES
Allen Matkins Leck Gamble
Mallory & Natsis LLP -6-
4854-8377-7717.1 VERIFIED COMPLAINT FOR UNLAWFUL DETAINER
DocuSign Envelope ID: E51F0AAD-09DD-40FC-928C-4DBA84DCBD59
1 VERIFICATION
2 I have read the foregoing VERIFIED COMPLAINT FOR UNLAWFUL DETAINER
3 and know its contents.
4 I am the President, Vice President, and Secretary of Plaintiff 5500 JEFFERSON
5 INVESTMENT GROUP, INC., party to this action, and am authorized to make this
6 verification for and on its behalf, and I make this verification for that reason. The matters
7 stated in the foregoing document are true of my own knowledge except as to those matters
8 which are stated on information and believe, and as to those matters I am informed and
9 believe that they are true.
10 I declare under penalty of perjury under the laws of the State of California that the
11 foregoing is true and correct.
12 26 2024, at Los Angeles, California.
Executed on April __,
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John Zabrucky
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LAW OFFICES
Allen Matkins Leck Gamble
Mallory & Natsis LLP -7-
4854-8377-7717.1 VERIFIED COMPLAINT FOR UNLAWFUL DETAINER
EXHIBIT A
EXHIBIT A - PAGE 8
ALUM BEVERAGES, INC.
906 N. Lake St., Burbank, CA 91502
RESOLVED, that James Skylar in his capacity as President is authorized
for Alum Beverages, Inc. on behalf of and in the name of this
Corporation, to negotiate, procure and execute such Lease Agreements,
with Lessor which in his opinion are necessary or advisable to
effectuate the most favorable interests of the Corporation, and the
execution of such Lease Agreements by said officer (s) shall be
conclusive evidence of his approval therof.
IN WITHNESS WHEREOF, | have affixed my name as Secretary of said
Corporation and have caused the corporate seal of the corporation to
be hereunto affixed this 12 day of March, 2020.
_Lhampclh om
Secretary
EXHIBIT A - PAGE 9
AIRCRE
STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - NET
(DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)
1. Basic Provisions ("Basic Provisions").
dated for reference purposes only March
1.1 Parties. This Lease ("Lease"), 11, 2020 _,ismade byand between 5500 Jefferson
Investment Group, Inc., a California corporation ("Lessor")and Alum Beverages, Inc., a Wyoming
corporation ("Lessee"), (collectively the "Parties," or individually a "Party").
1.2 Premises: That certain real property, including all improvements therein or to be provided by Lessor under the terms of this Lease, commonly known as
(street address, city, state, zip): _956-972 Griswold Avenue, San Fernando, CA 91340 _ ("Premises").
The Premises are located inthe Countyof _Los Angeles _, andare generally described as (describe briefly the nature of the property and , if
applicable, the "Project," if the property is located within a Project): _an approximate 41,910 square foot building situated
on -.approximately 74,942 square feet of land _. (See also Paragraph 2)
13 Term: _five (5) yearsand one (1) months("Original Term") commencing April 1, 2020 _ ("Commencement Date") and
ending April 30, 2025 _ ("Expiration Date"). (See also ParagraphS 2.2 and 3)
1.4 Early Possession: If the Premises are available Lessee may have non-exclusive possession of the Premises commencing UPON the date of
mutual execution and delivery of this Lease —_______{"tarly Possession Date"), and Lessor's receipt of all monies
due, together with evidence the insurance required hereunder (naming the Lessor as an additional insured). (see
also Paragraphs 3.2 and 3.3)
15 Base Rent; $39,814.50 per month("Base Rent"), payableonthe first (jst) day ofeach monthcommencing _May 1,
| 2020_. (See also paragraph Paragraphs 4 and 55)
If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See Paragraph
1.6 Base Rent and Other Monies Paid Upon Execution:
(a) Base Rent: N/A forthe period N/A ;
(b) SecurityDeposit, $300,000.00 _ ("Security Deposit"). (See also Paragraph 5)
(c) AssociationFees: $0.00 _ forthe period N/A :
(d) Other: _$7,437.56 for Monthly impound for taxes and Insurance per Paragraph 54:
Abril Jj, .-2020 =—-April--30, 2020
(e) Total Due Upon Execution of this Lease: _ S307, 437.56
1.7 Agreed Use: manufacturing of water products, including purification and all other legal
related uses. _. (See also Paragraph 6)
1.8
Insuring Party. Lessor is the "Insuring Party" unless otherwise stated herein. (See also Paragraph 8)
1.9
Real Estate Brokers. (See also Paragraph 15 and 25)
(a) Representation: Each Party acknowledges receiving a Disclosure Regarding Real Estate Agency Relationship, confirms and consents to the following
agency relationships in this Lease with the following real estate brokers ("Broker(s)") and/or their agents ("Agent(s)"):
Lessor’s Brokerage Firm DAUM Commercial Real Estate Services LicenseNo. 01129558 _ Isthe broker of (check one):
Wi) the Lessor; or LJ both the Lessee and Lessor (dual agent).
Lessor’sAgent David Freitag / Jack Stone / Michael Chase _ LicenseNo.
DF-00855673/JS-02070402/MC-02071146 _ is(check one): Vi the Lessor’s Agent (salesperson or broker associate); or LJ both the
Lessee’s Agent and the Lessor’s Agent (dual agent).
Lessee’s Brokerage Firm Westmac Commercial _ LicenseNo. 01096973 _ Isthe broker of (check one): V the Lessee; or it both the
Lessee and Lessor (dual agent).
Lessee’sAgent Michael J. Gordon_ LicenseNo. 01318101 _ is (checkone): i, the Lessee’s Agent (salesperson or broker associate); or
both the Lessee’s Agent and the Lessor’s Agent (dual agent).
(b) Paymentto Brokers. Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers the brokerage fee agreed to in a separate
written agreement between Lessor and Lessor's brokerage firm in the amount set forth in said Agreement. {orif-thereis-no-such-
agreamentthesumof OF %ofthetotal Base-Reat}for the brokerage services rendered by the Brokers.
1.11 Attachments. Attached hereto are the following, all of which constitute a part of this Lease:
i an Addendum consisting of Paragraphs _51 ~——s through 76 se;
CL] a plot plan depicting the Premises;
acurrent set of the Rules and Regulations;
a Work Letter;
INITIA’ NITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 3/11/2020 2:59 PM
STN-27.22, Revised 06-10-2019 . Page 1of 17
EXHIBIT A - PAGE 10
IMA other (specify): Agency Disclosure; Uniform Disclosure and Limitation of Liability Forms
2. Premises.
2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms,
covenants and conditions set forth in this Lease. While the approximate square footage of the Premises may have been used in the marketing of the Premises for
purposes of comparison, the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment should the actual size be determined to be
different. NOTE: Lessee is advised to verify the actual size prior to executing this Lease.
2.2 Condition. Lessor shall deliver the Premises to Lessee broom clean and free of debris on the Commencement Date or-the-farly Possession Date, whichever
first-occurs-Which shall mean the date that Lessor’s Work is Substantially Completed, as defined in Paragraph 62 ("start Date"),
and, so long as the required service contracts described in Paragraph 7.1(b) below are obtained by Lessee and in effect within thirty days following the Start Date,
warrants that. the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC"), loading doors, sump pumps, if any,
and all other such elements in the Premises, other than those constructed by Lessee, shall be in good operating condition on said date, that the structural elements of
the roof, bearing walls and foundation of any buildings on the Premises (the "Building") shall be free of material defects, and that the Premises do not contain
hazardous levels of any mold or fungi defined as toxic under applicable state or federal law. Ifa non-compliance with said warranty exists as of the Start Date, or if
one of such systems or elements should malfunction or fail within the appropriate warranty period, Lessor shall, as Lessor's sole obligation with respect to such
matter, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such
non-compliance, malfunction or failure, rectify same at Lessor's expense. The warranty periods shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30
days as to the remaining systems and other elements of the Building. If Lessee does not give Lessor the required notice within the appropriate warranty period,
correction of any such non-compliance, malfunction or failure shall be the obligation of Lessee at Lessee's sole cost and expense. Lessor also warrants, that unless
otherwise specified in writing, Lessor is unaware of (i) any recorded Notices of Default affecting the Premise; (ii) any delinquent amounts due under any loan secured
by the Premises; and (iii) any bankruptcy proceeding affecting the Premises.
2.3. Compliance. Lessor warrants that to the best of its knowledge the improvements on the Premises comply with the building codes, applicable laws,
covenants or restrictions of record, regulations, and ordinances ("Applicable Requirements") that were in effect at the time that each improvement, or portion
thereof, was constructed. Said warranty does not apply to the use to which Lessee will put the Premises, modifications which may be required by the Americans with
Disabilities Act or any similar laws as a result of Lessee's use (see Paragraph 49), or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to
be made by Lessee. NOTE: Lessee is responsible for determining whether or not the Applicable Requirements, and especially the zoning, are appropriate for
Lessee's intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shall,
except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify
the same at Lessor's expense. If Lessee does not give Lessor written notice of a non-compliance with this warranty within 6 months following the Start Date,
correction of that non-compliance shall be the obligation of Lessee at Lessee's sole cost and expense. Ifthe Applicable Requirements are hereafter changed so as to
require during the term of this Lease the construction of an addition to or an alteration of the Premises and/or Building, the remediation of any Hazardous Substance,
or the reinforcement or other physical modification of the Unit, Premises and/or Building ("Capital Expenditure"), Lessor and Lessee shall allocate the cost of such
work as follows:
(a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the Premises by Lessee as
compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however, that if such Capital Expenditure is required during
the last 2 years of this Lease and the cost thereof exceeds 6 months’ Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing,
within 10 days after receipt of Lessee's termination notice that Lessor has elected to pay the difference between the actual cost thereof and an amount equal to 6
months' Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor
written notice specifying a termination date at least 90 days thereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee
could legally utilize the Premises without commencing such Capital Expenditure.
(b) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as, governmentally mandated seismic
modifications), then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease
or any extension thereof, on the date that on which the Base Rent is due, an amount equal to 1/144th of the portion of such costs reasonably attributable to the
Premises. Lessee shall pay Interest on the balance but may prepay its obligation at any time. If, however, such Capital Expenditure is required during the last 2 years
of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon
90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessor's termination notice that Lessee will pay for such
Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct
same, with Interest, from Rent until Lessor's share of such costs have been fully paid. If Lessee is unable to finance Lessor's share, or if the balance of the Rent due
and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30
days written notice to Lessor.
(c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected, and new
Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change in intensity of use, or
modification to the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed use or intensity of use and/or take such other steps as
may be necessary to eliminate the requirement for such Capital Expenditure, or (ii) complete such Capital Expenditure at its own expense. Lessee shall not, however,
have any right to terminate this Lease.
2.4 Acknowledgements. Lessee acknowledges that: (a) it has been given an opportunity to inspect and measure the Premises, (b) it has been advised by
Lessor and/or Brokers to satisfy itself with respect to the size and condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler
systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for Lessee's
intended use, (c) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate
to its occupancy of the Premises, (d) it is not relying on any representation as to the size of the Premises made by Brokers or Lessor, (e) the square footage of the
Premises was not material to Lessee's decision to lease the Premises and pay the Rent stated herein, and (f) neither Lessor, Lessor's agents, nor Brokers have made
any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers
have made no representations, promises or warranties concerning Lessee's ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor's sole
responsibility to investigate the financial capability and/or suitability of all proposed tenants.
occoo Dri ar lO pan ha ntie orinR g
INITIA' INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 3/11/2020 2:59 PM
STN-27.22, Revised 06-10-2019 Page 2 of 17
EXHIBIT A - PAGE 11
3. Term.
3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3 and 2.2.
3.2 Early Possession. Any provision herein granting Lessee Early Possession of the Premises is subject to and conditioned upon the Premises being available
for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a non-exclusive right to occupy the Premises. If Lessee totally or
partially occupies the Premises priorto the Commencement Date, the obligation to pay Base Rent shall be abated for the period of such Early Possession. All other
terms of this Lease (including but not limited to the obligations to pay Real Property Taxes and insurance premiums and to maintain the Premises) shall be in effect
during such period. Any such Early Possession shall not affect the Expiration Date.
3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by the Commencement
Date. If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability therefor, nor shall such failure affect the
validity of this Lease or change the Expiration Date. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until Lessor delivers
possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and
continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of
Lessee. If possession is not delivered within 69-90 days after the Commencement Date, as the same may be extended under the terms of any Work Letter executed
by Parties, Lessee may, at its option, by notice in writing within 10 days after the end of such 60-9O day period, cancel this Lease, in which event the Parties shall be
discharged from all obligations hereunder. If such written notice is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. If
possession of the Premises is not delivered within 120 days after the Commencement Date, this Lease shall terminate unless other agreements are reached between
Lessor and Lessee, in writing.
3.4 Lessee Compliance. Lessor shall not be required to tender possession of the Premises to Lessee until Lessee complies with its obligation to provide
evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the
Start Date, including the payment of Rent, notwithstanding Lessor's election to withhold possession pending receipt of such evidence of insurance. Further, if Lessee
is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such
conditions are satisfied.
4. Rent.
4.1 Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent ("Rent").
4.2 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction (except as
specifically permitted in this Lease), on or before the day on which it is due. All monetary amounts shall be rounded to the nearest whole dollar. In the event that any
invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease. Rent for
any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of
Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a
payment which is less than the amount then due shall not be a waiver of Lessor's rights to the balance of such Rent, regardless of Lessor's endorsement of any check
so stating. In the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor
the sum of $25 in addition to any Late Charge and Lessor, at its option, may require all future Rent be paid by cashier's check. Payments will be applied first to accrued
late charges and attorney's fees, second to accrued interest, then to Base Rent, Insurance and Real Property Taxes, and any remaining amount to any other
outstanding charges or costs.
5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee's faithful performance of its obligations
under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any portion of said Security Deposit for the
payment of any amount already due Lessor, for Rents which will be due in the future, and/ or to reimburse or compensate Lessor for any liability, expense, loss or
damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 10 days after
written request therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease. If the Base Rent increases
during the term of this Lease, Lessee shall, upon written request from Lessor, deposit additional monies with Lessor so that the total amount of the Security Deposit
shall at all times bear the same proportion to the increased Base Rent as the initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be amended
to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit
to the extent necessary, in Lessor's reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. Ifa change in
control of Lessee occurs during this Lease and following such change the financial condition of Lessee is, in Lessor's reasonable judgment, significantly reduced, Lessee
shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change in
financial condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 90 days after the expiration or termination of
this Lease, Lessor shall return that portion of the Security Deposit not used or applied by Lessor. Lessor shall upon written request provide Lessee with an accounting
showing how that portion of the Security Deposit that was not returned was applied. No part of the Security Deposit shall be considered to be held in trust, to bear
interest or to be prepayment for any monies to be paid by Lessee under this Lease. THE SECURITY DEPOSIT SHALL NOT BE USED BY LESSEE IN LIEU OF PAYMENT OF
THE LAST MONTH'S RENT.
6. Use.
6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto, and for no other
purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of or
causes damage to neighboring premises or properties. Other than guide, signal and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals,
birds, fish, or reptiles. Lessor shall not unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same will
not impair the structural integrity of the improvements on the premises or the mechanical or electrical systems therein, and/or is not significantly more burdensome
to the Premises. If Lessor elects to withhold consent, Lessor shall within 7 days after such request give written notification of same, which notice shall include an
explanation of Lessor's objections to the change in the Agreed Use.
6.2 Hazardous Substances.
(a) Reportable Uses Require Consent. The term "Hazardous Substance" as used in this Lease shall mean any product, substance, or waste whose
presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either: (i)
potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis
for potential liability of Lessorto any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but
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STN-27.22, Revised 06-10-2019 Page 3 of 17
EXHIBIT A - PAGE 12
not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or fractions thereof. Lessee shall not engage in any activity in or
on the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee's
expense) with all Applicable Requirements. "Reportable Use" shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation,
possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or
business plan is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any
Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing,
Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, ordinary office supplies (copier toner,
liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and
does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition,
Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public,
the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before
Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit.
(b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or
about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a
copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance.
(c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises
(including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, comply with all Applicable Requirements and take all investigatory
and/or remedial action reasonably recomme
Preview
DocuSign Envelope ID: E51F0AAD-09DD-40FC-928C-4DBA84DCBD59 1 ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP 2 TIMOTHY B. MCGINITY (BAR NO. 209970) STEPHANIE S. ROBERTS (BAR NO. 299107) 3 865 South Figueroa Street, Suite 2800 Los Angeles, California 90017-2543 4 Phone: (213) 622-5555 Fax: (213) 620-8816 5 E-Mail: tmcginity@allenmatkins.com stephanieroberts@allenmatkins.com 6 Attorneys for Plaintiff 7 5500 JEFFERSON INVESTMENT GROUP, INC. 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA 9 FOR THE COUNTY OF LOS ANGELES 10 11 5500 JEFFERSON INVESTMENT Case No. ____________________ GROUP, INC., a California corporation, 12 VERIFIED COMPLAINT FOR Plaintiff, UNLAWFUL DETAINER 13 vs. 14 ALUM BEVERAGES, INC., a Wyoming 15 corporation; B WATER & BEVERAGES, INC. a Nevada corporation; DOES 1 16 through 10, Inclusive, 17 Defendants. 18 19 Plaintiff 5500 JEFFERSON INVESTMENT GROUP, INC. (“Landlord” or 20 “Plaintiff”) alleges as follows: 21 THE PARTIES 22 1. Landlord is and, at all times herein mentioned, was a California corporation 23 lawfully doing business in the County of Los Angeles, State of California. 24 2. Landlord is informed and believes that Defendant ALUM BEVERAGES, 25 INC. (“Tenant”) is and, at all times herein mentioned, was a Wyoming corporation doing 26 business in the County of Los Angeles, State of California. 27 28 LAW OFFICES Allen Matkins Leck Gamble Mallory & Natsis LLP 4854-8377-7717.1 VERIFIED COMPLAINT FOR UNLAWFUL DETAINER DocuSign Envelope ID: E51F0AAD-09DD-40FC-928C-4DBA84DCBD59 1 3. Landlord is informed and believes that Defendant B WATER & 2 BEVERAGES, INC. (“Subtenant”) is and, at all times herein mentioned, was a Nevada 3 corporation doing business in the County of Los Angeles, State of California. 4 4. The true names and capacities, whether individual, corporate, associate or 5 otherwise, of defendants DOE 1 through 10, inclusive, are unknown to Landlord, who 6 therefore sues these defendants by fictitious names pursuant to Code of Civil Procedure 7 section 474. Landlord will seek leave of this Court to amend this complaint when said true 8 names and capacities have been ascertained. 9 5. Landlord is informed and believes and thereon alleges that, at all times 10 mentioned herein, each of the defendants were the agents, employees, co-venturers, partners, 11 or in some manner agents or principals, or both, of each and every other defendant and were 12 acting within the course and scope of such agency and employment. Landlord is further 13 informed and believes and thereupon alleges that each of the defendants, including the DOE 14 defendants herein, claims some type of possessory interest in and to the subject premises. 15 As used hereinafter, “Defendants” shall mean and include all defendants. 16 JURISDICTION AND VENUE 17 6. Pursuant to Code of Civil Procedure §§ 85, 86, and 88, this Court has 18 jurisdiction of this matter because the matter in controversy, exclusive of interest, exceeds 19 $25,000.00 and because jurisdiction over this case is not given by statute to other trial courts. 20 7. Pursuant to California Code of Civil Procedure § 392, venue is proper in this 21 Court because the subject premises are located in the County of Los Angeles, in the State of 22 California. 23 THE LEASE 24 8. Landlord is the owner of real property located at 956-972 Griswold Avenue, 25 San Fernando, California 91340 (the “Premises”). 26 9. On or about March 11, 2020, Landlord and Tenant entered into a written 27 Standard Industrial/Commercial Single-Tenant Lease (the “Lease”) for the Premises which 28 consists of an approximately 41,910 square foot building situated on approximately 74,942 LAW OFFICES Allen Matkins Leck Gamble Mallory & Natsis LLP -2- 4854-8377-7717.1 VERIFIED COMPLAINT FOR UNLAWFUL DETAINER DocuSign Envelope ID: E51F0AAD-09DD-40FC-928C-4DBA84DCBD59 1 square feet of land. A true and correct copy of the Lease is attached hereto as Exhibit A 2 and is incorporated herein in full by this reference. 3 10. As set forth in Section 1.3 of the Lease, the Lease term was for a period of five 4 (5) years. The Lease commenced on April 1, 2020 and was to expire on April 30, 2025. 5 11. Sections 1.6(b) and 5 of the Lease required Tenant to pay and maintain a 6 $300,000 security deposit during the Lease term. 7 12. Tenant entered into possession of the Premises under the terms and conditions 8 of the Lease. 9 THE UNAUTHORIZED SUBLEASE 10 13. Section 12.1(a) of the Lease provided that Tenant could sublet the Premises 11 under certain express conditions. One such condition was that Tenant was to get Landlord’s 12 prior written consent before entering into any sublease of the Premises. 13 14. On or around April 3, 2024, Landlord discovered that on July 18, 2022, Tenant 14 had entered into an unauthorized sublease of certain beverage bottling equipment located at 15 the Premises to Subtenant. 16 15. Based on information and belief, Landlord alleges that both Tenant and 17 Subtenant are in possession of the Premises. 18 TENANT'S FAILURE TO PAY RENT 19 16. Tenant agreed to pay Rent, as defined in the Lease, on the first day of each 20 month commencing on May 1, 2020. However, beginning on August 1, 2023, Tenant failed 21 to pay Rent and has continued its failure and refusal to pay Rent through the date of this 22 Complaint. 23 17. Pursuant to Section 5 of the Lease, Landlord was permitted to apply the 24 security deposit toward any past due Rent owing to Landlord. Accordingly, Landlord applied 25 Tenant’s Security Deposit to the Rent for the months of August 2023, September 2023, 26 October 2023, November 2023, December 2023 and January 2024, which depleted the 27 Security Deposit. 28 18. Section 5 of the Lease also states that if Landlord uses or applies all or any LAW OFFICES Allen Matkins Leck Gamble Mallory & Natsis LLP -3- 4854-8377-7717.1 VERIFIED COMPLAINT FOR UNLAWFUL DETAINER DocuSign Envelope ID: E51F0AAD-09DD-40FC-928C-4DBA84DCBD59 1 portion of the Security Deposit, Tenant “shall within 10 days after written request therefor 2 deposit monies with Landlord sufficient to restore said Security Deposit to the full amount 3 required by this Lease.” 4 19. On March 25, 2024, Landlord served on Tenant a Notice to Replenish Security 5 Deposit in accordance with the Lease. However, Tenant failed to comply and timely 6 replenish its security deposit. A true and correct copy of the Notice to Replenish Security 7 Deposit is attached hereto as Exhibit B and is incorporated herein in full by this reference. 8 20. Tenant continued in its failure and refusal to pay Rent in accordance with the 9 Lease. Accordingly, on March 25, 2024, Landlord served on Tenant a Notice of Default 10 requesting past due Rent for the months of January, February, and March 2024, in 11 accordance with the Lease. However, Tenant failed to comply and pay these past due Rent 12 amounts. A true and correct copy of the Notice of Default is attached hereto as Exhibit C 13 and is incorporated herein in full by this reference. 14 21. On April 2, 2024, Landlord served on Tenant a Three-Day Notice to Pay Rent 15 or Quit. A true and correct copy of the Three-Day Notice is attached hereto as Exhibit D 16 and is incorporated herein in full by this reference. 17 22. Tenant failed to timely pay all past due Rent amounts in response to the Three- 18 Day Notice. Tenant also failed to pay Rent for April 2024. 19 FIRST CAUSE OF ACTION FOR UNLAWFUL DETAINER 20 23. Landlord realleges and incorporates by reference Paragraphs 1 through 22 21 above as though set forth fully herein. 22 24. Pursuant to Section 1.5 and 1.6 of the Lease, Tenant was required to pay to 23 Landlord, on a monthly basis, Base Rent, as that term is defined in the Lease, and a monthly 24 impound for taxes and insurance. Rent is required to be paid, in advance, without offset or 25 deduction, on the first day of each month throughout the Lease term. 26 25. Defendants failed to pay Rent in the amount of $184,143.27, which represents 27 the Rent past due from January 2024 (the month after the Security Deposit was depleted) 28 LAW OFFICES Allen Matkins Leck Gamble Mallory & Natsis LLP -4- 4854-8377-7717.1 VERIFIED COMPLAINT FOR UNLAWFUL DETAINER DocuSign Envelope ID: E51F0AAD-09DD-40FC-928C-4DBA84DCBD59 1 through April 2024. As of the date of filing this Complaint, the above Rent remains due and 2 unpaid. 3 26. On March 25, 2024, Landlord served Tenant with (i) a Notice of Default and 4 (ii) a Notice to Replenish Security Deposit, in accordance with the Lease. The Notice of 5 Default notified Tenant that it was in default of the Lease for failure to pay Rent and 6 requested that such default be cured within three (3) business days per Section 13 of the 7 Lease. The Notice to Replenish Security Deposit requested that the Security Deposit be 8 replenished within 10 days per Section 5 of the Lease. In response, Tenant failed to timely 9 pay the past due Rent or replenish the Security Deposit in the time provided by the Lease. 10 27. In response to Tenant’s failure to cure its defaults, on April 2, 2021, Landlord 11 served Tenant with a Three-Day Notice to Pay Estimated Rent or Quit under Code of Civil 12 Procedure section 1161.1, requiring Tenant to pay the Rent demanded in the Notice, or, 13 alternatively, to deliver up possession of the Premises to Landlord or its authorized agent. 14 28. The three-day notice period has expired, but Defendants have failed to pay any 15 of the unpaid Rent demanded in the Notice and have not delivered up possession of the 16 Premises to Landlord. 17 29. At all times herein mentioned, Landlord fully performed its obligations and 18 duties under the Lease, except for those obligations and duties that may have been excused 19 as a result of Defendants’ conduct. 20 30. Pursuant to Section 13 of the Lease, Landlord is entitled to recover from 21 Tenant the expenses incurred by Landlord in this action, including, without limitation, its 22 attorneys' fees. Landlord seeks recovery of such amounts in this action. 23 31. Landlord has retained the law firm of Allen Matkins Leck Gamble Mallory & 24 Natsis LLP to enforce its rights under the Lease, and accordingly has incurred as yet 25 unascertained costs and attorneys' fees. 26 /// 27 /// 28 /// LAW OFFICES Allen Matkins Leck Gamble Mallory & Natsis LLP -5- 4854-8377-7717.1 VERIFIED COMPLAINT FOR UNLAWFUL DETAINER DocuSign Envelope ID: E51F0AAD-09DD-40FC-928C-4DBA84DCBD59 1 PRAYER 2 WHEREFORE, Plaintiff prays for judgment against Defendants, and each of them, 3 as follows: 4 1. For termination of the Lease and immediate restitution and possession of the 5 Premises from Tenant; 6 2. For termination of the Sublease and immediate restitution and possession of 7 the Premises from Subtenant; 8 3. For holdover damages in the amount of $1,741.64 per day from and including 9 April 8, 2023 for each day that Defendants remain in possession of the Premises until 10 judgment is entered; 11 4. For costs of suit; 12 5. For such other and further relief as this Court may deem just and proper. 13 14 Dated: April 29, 2024 ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP 15 TIMOTHY B. MCGINITY STEPHANIE S. ROBERTS 16 17 By: 18 STEPHANIE S. ROBERTS Attorneys for Plaintiff 19 5500 JEFFERSON INVESTMENT GROUP, INC. 20 21 22 23 24 25 26 27 28 LAW OFFICES Allen Matkins Leck Gamble Mallory & Natsis LLP -6- 4854-8377-7717.1 VERIFIED COMPLAINT FOR UNLAWFUL DETAINER DocuSign Envelope ID: E51F0AAD-09DD-40FC-928C-4DBA84DCBD59 1 VERIFICATION 2 I have read the foregoing VERIFIED COMPLAINT FOR UNLAWFUL DETAINER 3 and know its contents. 4 I am the President, Vice President, and Secretary of Plaintiff 5500 JEFFERSON 5 INVESTMENT GROUP, INC., party to this action, and am authorized to make this 6 verification for and on its behalf, and I make this verification for that reason. The matters 7 stated in the foregoing document are true of my own knowledge except as to those matters 8 which are stated on information and believe, and as to those matters I am informed and 9 believe that they are true. 10 I declare under penalty of perjury under the laws of the State of California that the 11 foregoing is true and correct. 12 26 2024, at Los Angeles, California. Executed on April __, 13 14 15 John Zabrucky 16 17 18 19 20 21 22 23 24 25 26 27 28 LAW OFFICES Allen Matkins Leck Gamble Mallory & Natsis LLP -7- 4854-8377-7717.1 VERIFIED COMPLAINT FOR UNLAWFUL DETAINER EXHIBIT A EXHIBIT A - PAGE 8 ALUM BEVERAGES, INC. 906 N. Lake St., Burbank, CA 91502 RESOLVED, that James Skylar in his capacity as President is authorized for Alum Beverages, Inc. on behalf of and in the name of this Corporation, to negotiate, procure and execute such Lease Agreements, with Lessor which in his opinion are necessary or advisable to effectuate the most favorable interests of the Corporation, and the execution of such Lease Agreements by said officer (s) shall be conclusive evidence of his approval therof. IN WITHNESS WHEREOF, | have affixed my name as Secretary of said Corporation and have caused the corporate seal of the corporation to be hereunto affixed this 12 day of March, 2020. _Lhampclh om Secretary EXHIBIT A - PAGE 9 AIRCRE STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) 1. Basic Provisions ("Basic Provisions"). dated for reference purposes only March 1.1 Parties. This Lease ("Lease"), 11, 2020 _,ismade byand between 5500 Jefferson Investment Group, Inc., a California corporation ("Lessor")and Alum Beverages, Inc., a Wyoming corporation ("Lessee"), (collectively the "Parties," or individually a "Party"). 1.2 Premises: That certain real property, including all improvements therein or to be provided by Lessor under the terms of this Lease, commonly known as (street address, city, state, zip): _956-972 Griswold Avenue, San Fernando, CA 91340 _ ("Premises"). The Premises are located inthe Countyof _Los Angeles _, andare generally described as (describe briefly the nature of the property and , if applicable, the "Project," if the property is located within a Project): _an approximate 41,910 square foot building situated on -.approximately 74,942 square feet of land _. (See also Paragraph 2) 13 Term: _five (5) yearsand one (1) months("Original Term") commencing April 1, 2020 _ ("Commencement Date") and ending April 30, 2025 _ ("Expiration Date"). (See also ParagraphS 2.2 and 3) 1.4 Early Possession: If the Premises are available Lessee may have non-exclusive possession of the Premises commencing UPON the date of mutual execution and delivery of this Lease —_______{"tarly Possession Date"), and Lessor's receipt of all monies due, together with evidence the insurance required hereunder (naming the Lessor as an additional insured). (see also Paragraphs 3.2 and 3.3) 15 Base Rent; $39,814.50 per month("Base Rent"), payableonthe first (jst) day ofeach monthcommencing _May 1, | 2020_. (See also paragraph Paragraphs 4 and 55) If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See Paragraph 1.6 Base Rent and Other Monies Paid Upon Execution: (a) Base Rent: N/A forthe period N/A ; (b) SecurityDeposit, $300,000.00 _ ("Security Deposit"). (See also Paragraph 5) (c) AssociationFees: $0.00 _ forthe period N/A : (d) Other: _$7,437.56 for Monthly impound for taxes and Insurance per Paragraph 54: Abril Jj, .-2020 =—-April--30, 2020 (e) Total Due Upon Execution of this Lease: _ S307, 437.56 1.7 Agreed Use: manufacturing of water products, including purification and all other legal related uses. _. (See also Paragraph 6) 1.8 Insuring Party. Lessor is the "Insuring Party" unless otherwise stated herein. (See also Paragraph 8) 1.9 Real Estate Brokers. (See also Paragraph 15 and 25) (a) Representation: Each Party acknowledges receiving a Disclosure Regarding Real Estate Agency Relationship, confirms and consents to the following agency relationships in this Lease with the following real estate brokers ("Broker(s)") and/or their agents ("Agent(s)"): Lessor’s Brokerage Firm DAUM Commercial Real Estate Services LicenseNo. 01129558 _ Isthe broker of (check one): Wi) the Lessor; or LJ both the Lessee and Lessor (dual agent). Lessor’sAgent David Freitag / Jack Stone / Michael Chase _ LicenseNo. DF-00855673/JS-02070402/MC-02071146 _ is(check one): Vi the Lessor’s Agent (salesperson or broker associate); or LJ both the Lessee’s Agent and the Lessor’s Agent (dual agent). Lessee’s Brokerage Firm Westmac Commercial _ LicenseNo. 01096973 _ Isthe broker of (check one): V the Lessee; or it both the Lessee and Lessor (dual agent). Lessee’sAgent Michael J. Gordon_ LicenseNo. 01318101 _ is (checkone): i, the Lessee’s Agent (salesperson or broker associate); or both the Lessee’s Agent and the Lessor’s Agent (dual agent). (b) Paymentto Brokers. Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers the brokerage fee agreed to in a separate written agreement between Lessor and Lessor's brokerage firm in the amount set forth in said Agreement. {orif-thereis-no-such- agreamentthesumof OF %ofthetotal Base-Reat}for the brokerage services rendered by the Brokers. 1.11 Attachments. Attached hereto are the following, all of which constitute a part of this Lease: i an Addendum consisting of Paragraphs _51 ~——s through 76 se; CL] a plot plan depicting the Premises; acurrent set of the Rules and Regulations; a Work Letter; INITIA’ NITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 3/11/2020 2:59 PM STN-27.22, Revised 06-10-2019 . Page 1of 17 EXHIBIT A - PAGE 10 IMA other (specify): Agency Disclosure; Uniform Disclosure and Limitation of Liability Forms 2. Premises. 2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease. While the approximate square footage of the Premises may have been used in the marketing of the Premises for purposes of comparison, the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment should the actual size be determined to be different. NOTE: Lessee is advised to verify the actual size prior to executing this Lease. 2.2 Condition. Lessor shall deliver the Premises to Lessee broom clean and free of debris on the Commencement Date or-the-farly Possession Date, whichever first-occurs-Which shall mean the date that Lessor’s Work is Substantially Completed, as defined in Paragraph 62 ("start Date"), and, so long as the required service contracts described in Paragraph 7.1(b) below are obtained by Lessee and in effect within thirty days following the Start Date, warrants that. the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC"), loading doors, sump pumps, if any, and all other such elements in the Premises, other than those constructed by Lessee, shall be in good operating condition on said date, that the structural elements of the roof, bearing walls and foundation of any buildings on the Premises (the "Building") shall be free of material defects, and that the Premises do not contain hazardous levels of any mold or fungi defined as toxic under applicable state or federal law. Ifa non-compliance with said warranty exists as of the Start Date, or if one of such systems or elements should malfunction or fail within the appropriate warranty period, Lessor shall, as Lessor's sole obligation with respect to such matter, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, rectify same at Lessor's expense. The warranty periods shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to the remaining systems and other elements of the Building. If Lessee does not give Lessor the required notice within the appropriate warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Lessee at Lessee's sole cost and expense. Lessor also warrants, that unless otherwise specified in writing, Lessor is unaware of (i) any recorded Notices of Default affecting the Premise; (ii) any delinquent amounts due under any loan secured by the Premises; and (iii) any bankruptcy proceeding affecting the Premises. 2.3. Compliance. Lessor warrants that to the best of its knowledge the improvements on the Premises comply with the building codes, applicable laws, covenants or restrictions of record, regulations, and ordinances ("Applicable Requirements") that were in effect at the time that each improvement, or portion thereof, was constructed. Said warranty does not apply to the use to which Lessee will put the Premises, modifications which may be required by the Americans with Disabilities Act or any similar laws as a result of Lessee's use (see Paragraph 49), or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the Applicable Requirements, and especially the zoning, are appropriate for Lessee's intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same at Lessor's expense. If Lessee does not give Lessor written notice of a non-compliance with this warranty within 6 months following the Start Date, correction of that non-compliance shall be the obligation of Lessee at Lessee's sole cost and expense. Ifthe Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Premises and/or Building, the remediation of any Hazardous Substance, or the reinforcement or other physical modification of the Unit, Premises and/or Building ("Capital Expenditure"), Lessor and Lessee shall allocate the cost of such work as follows: (a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however, that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months’ Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessee's termination notice that Lessor has elected to pay the difference between the actual cost thereof and an amount equal to 6 months' Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure. (b) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as, governmentally mandated seismic modifications), then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease or any extension thereof, on the date that on which the Base Rent is due, an amount equal to 1/144th of the portion of such costs reasonably attributable to the Premises. Lessee shall pay Interest on the balance but may prepay its obligation at any time. If, however, such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessor's termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, from Rent until Lessor's share of such costs have been fully paid. If Lessee is unable to finance Lessor's share, or if the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor. (c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change in intensity of use, or modification to the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or (ii) complete such Capital Expenditure at its own expense. Lessee shall not, however, have any right to terminate this Lease. 2.4 Acknowledgements. Lessee acknowledges that: (a) it has been given an opportunity to inspect and measure the Premises, (b) it has been advised by Lessor and/or Brokers to satisfy itself with respect to the size and condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for Lessee's intended use, (c) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, (d) it is not relying on any representation as to the size of the Premises made by Brokers or Lessor, (e) the square footage of the Premises was not material to Lessee's decision to lease the Premises and pay the Rent stated herein, and (f) neither Lessor, Lessor's agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or warranties concerning Lessee's ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor's sole responsibility to investigate the financial capability and/or suitability of all proposed tenants. occoo Dri ar lO pan ha ntie orinR g INITIA' INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 3/11/2020 2:59 PM STN-27.22, Revised 06-10-2019 Page 2 of 17 EXHIBIT A - PAGE 11 3. Term. 3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3 and 2.2. 3.2 Early Possession. Any provision herein granting Lessee Early Possession of the Premises is subject to and conditioned upon the Premises being available for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a non-exclusive right to occupy the Premises. If Lessee totally or partially occupies the Premises priorto the Commencement Date, the obligation to pay Base Rent shall be abated for the period of such Early Possession. All other terms of this Lease (including but not limited to the obligations to pay Real Property Taxes and insurance premiums and to maintain the Premises) shall be in effect during such period. Any such Early Possession shall not affect the Expiration Date. 3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by the Commencement Date. If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or change the Expiration Date. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. If possession is not delivered within 69-90 days after the Commencement Date, as the same may be extended under the terms of any Work Letter executed by Parties, Lessee may, at its option, by notice in writing within 10 days after the end of such 60-9O day period, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If such written notice is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. If possession of the Premises is not delivered within 120 days after the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in writing. 3.4 Lessee Compliance. Lessor shall not be required to tender possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor's election to withhold possession pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied. 4. Rent. 4.1 Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent ("Rent"). 4.2 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction (except as specifically permitted in this Lease), on or before the day on which it is due. All monetary amounts shall be rounded to the nearest whole dollar. In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease. Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor's rights to the balance of such Rent, regardless of Lessor's endorsement of any check so stating. In the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any Late Charge and Lessor, at its option, may require all future Rent be paid by cashier's check. Payments will be applied first to accrued late charges and attorney's fees, second to accrued interest, then to Base Rent, Insurance and Real Property Taxes, and any remaining amount to any other outstanding charges or costs. 5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee's faithful performance of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any portion of said Security Deposit for the payment of any amount already due Lessor, for Rents which will be due in the future, and/ or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 10 days after written request therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease. If the Base Rent increases during the term of this Lease, Lessee shall, upon written request from Lessor, deposit additional monies with Lessor so that the total amount of the Security Deposit shall at all times bear the same proportion to the increased Base Rent as the initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the extent necessary, in Lessor's reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. Ifa change in control of Lessee occurs during this Lease and following such change the financial condition of Lessee is, in Lessor's reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change in financial condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 90 days after the expiration or termination of this Lease, Lessor shall return that portion of the Security Deposit not used or applied by Lessor. Lessor shall upon written request provide Lessee with an accounting showing how that portion of the Security Deposit that was not returned was applied. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease. THE SECURITY DEPOSIT SHALL NOT BE USED BY LESSEE IN LIEU OF PAYMENT OF THE LAST MONTH'S RENT. 6. Use. 6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. Other than guide, signal and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles. Lessor shall not unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the improvements on the premises or the mechanical or electrical systems therein, and/or is not significantly more burdensome to the Premises. If Lessor elects to withhold consent, Lessor shall within 7 days after such request give written notification of same, which notice shall include an explanation of Lessor's objections to the change in the Agreed Use. 6.2 Hazardous Substances. (a) Reportable Uses Require Consent. The term "Hazardous Substance" as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessorto any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but INITIALS IR CRE. All Rights Reserved. Last Edited: 3/11/2020 2:59 PM STN-27.22, Revised 06-10-2019 Page 3 of 17 EXHIBIT A - PAGE 12 not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or fractions thereof. Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee's expense) with all Applicable Requirements. "Reportable Use" shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, ordinary office supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit. (b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance. (c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, comply with all Applicable Requirements and take all investigatory and/or remedial action reasonably recomme