This Master Services Agreement ("Agreement") is effective, June 16, 2017 (the "Effective Date"), by and between STWC Holdings, Inc., a Colorado corporation ("Strainwise") and STWC Sorrento Valley, LLC, a California Limited Liability Company, with an address of 11189 Sorrento Valley Rd #103 San Diego, CA 92121. ("STWCSV").

WHEREAS, STWCSV desires to secure Strainwise's Services (as further defined herein) as set forth herein; and

WHEREAS, Strainwise has the requisite competency to perform such Services and desires to provide such Services to STWCSV; and

WHEREAS, Strainwise agrees to provide such Services to STWCSV for the City of San Diego Cannabis Program and the State of California (the "Program").

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the sufficiency of which is acknowledged by Strainwise and STWCSV, the parties agree as follows:

1.	Incorporation.  The above recitals and all exhibits attached hereto are incorporated herein by reference.

 

2.

Services.

a.

Scope of Services.  Strainwise shall perform the Services and all reasonable tasks incidental thereto as specified herein and in any and all Statements of Work (each a "SOW", and collectively "SOWs") entered into between Strainwise and STWCSV during the term of this Agreement, which SOWs are incorporated herein and made a part hereof by this reference (collectively, the "Services").  The parties agree and understand that the Services shall include consultation, strategic planning, logistics and design services, including the provisions of Services and content to complete STWCSV's application(s) for the Program in a manner provided by Strainwise that is commercially accepted and suitable for medical and/or recreational marijuana dispensary practices. STWCSV agrees and understands that Strainwise cannot warrant or guarantee that STWCSV will obtain the desired licenses in connection with the Program solely by way of Strainwise's provision of the Services in accordance with this Agreement.

 

 

 

b.

Standard of Performance. Following the termination of the application period for the Program and during the Term of this Agreement and any applicable SOW, Strainwise may provide consulting advice to other parties for cultivation and dispensary license holders of the Program. Strainwise shall perform the Services in accordance with the degree of professional skill, care and diligence shown by a professional performing services of a comparable scope, purpose and magnitude customarily provided in the performance of such Services.  Strainwise shall at all times act in the best interests of STWCSV.  Moreover, Strainwise shall cooperate with STWCSV officials, employees, contractors and agents in completing the Services.

c.

Change Orders.  Periodically, additional services may be required or desired that change the scope of the Services.  Any such changes shall be agreed upon by the parties pursuant to the procedure for making changes to the scope of Services as set forth in the SOWs.  No changes to the scope of Services shall be binding upon and effective against Strainwise unless the change is approved in writing by Strainwise and STWCSV, all as more fully set forth in the SOWs.

3.

Personnel.  Strainwise shall provide and utilize any personnel it deems necessary to satisfactorily and successfully perform the Services.  Further, all Services that require the exercise of professional skill or judgment will be performed by professionals qualified and competent in the applicable discipline and appropriately licensed, if required by law.

4.	Term.  This Agreement shall be effective upon the date hereof and shall continue in full force and effect for the initial statutory and regulatory duration of the Program unless and until the Agreement is terminated in accordance with the provisions for termination set forth herein (the "Term").

 

5.	Fees and Related Matters.

a.

Fee.  As payment for the performance of the Services, Strainwise shall be compensated in such amounts and in such manner and means as is mutually agreed upon by the parties and set forth in a SOW (the "Fee").

b.

Taxes.  Strainwise shall be solely responsible for paying income, social security and other employment taxes due to the proper taxing authorities, and understands that STWCSV shall not deduct such taxes from any payments to Strainwise hereunder.  Strainwise shall also obtain any permits, licenses and fees specifically required to perform the Services and comply with the terms of this Agreement and any SOW. If any of the aforementioned permits, licenses, and or fees are required solely to provide the Services, STWCSV shall promptly reimburse Strainwise for the payment of the permit, license, and or fee upon receipt of a written invoice from Strainwise.  Costs incidental to the application(s) and operations of any or dispensaries shall be the responsibility of STWCSV.

c.

Accounting.  In connection with the Services, Strainwise shall keep and maintain separate books and records reflecting the Services provided in accordance with this Agreement and any SOW.  All such books and records shall be kept for a period of one (1) year after the expiration or termination of this Agreement.

 

 

 

6.	Ownership/Confidentiality.

 

a.

Use/License of Documents. Strainwise shall retain the rights and ownership of its written materials that are supplied to STWCSV in accordance with this Agreement ("Work Product"). STWCSV shall receive a non-exclusive, limited license to use the Work Product for the purposes of submitting application(s) in connection with the Program and operating cultivation centers and dispensaries pursuant to the Program.  Work Product shall include intellectual property, including trade secrets and know-how of Strainwise in existence prior to this Agreement or developed by Strainwise independent of this Agreement or any SOW during the Term of this Agreement (which shall be and remain the property of Strainwise).

 

7.	Representations and Warranties and Certain Covenants.

a.

Strainwise Representations and Warranties and Covenants. In connection with this Agreement and any SOW, Strainwise represents and warrants and covenants that:

 

i.

It is ready, willing and able to perform, and will perform, the Services in accordance with this Agreement and any SOW; and

 

 

ii.

It shall comply with any disclosure or information requests, including but not limited to background checks, that are required by the City of San Diego, the State of California, or third parties such as Strainwise in connection with the Program; and

iii.

Strainwise understands the nature of the Services, and Strainwise has determined that the Services are feasible of performance in accordance with the terms of this Agreement and any relevant SOW; and

iii.

Strainwise is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado.  Strainwise has all requisite power and authority to execute and deliver this Agreement and any SOW and to perform its obligations hereunder and under any SOW; and

iv.

Strainwise is not subject to any investigation by any federal, state or local governmental agency, including, but not limited to, the State of Colorado or any political subdivision thereof; and

v.

The execution and delivery of this Agreement and any SOW and the consummation of the transactions contemplated hereby and in any SOW have been duly authorized by all requisite action on the part of Strainwise.  This Agreement and any SOW executed in connection herewith constitutes the legal, valid and binding agreement of Strainwise, enforceable against Strainwise in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies); and

vi.

The execution and delivery of this Agreement and any SOW and the consummation of the transactions contemplated hereby and under any SOW will not: (i) conflict with or result in any violation of any provision of the charter, bylaws, operating agreement or organizational document of Strainwise, each as amended to date; or (ii) conflict with, result in any violation or breach of, constitute a default under, give rise to any right of termination or acceleration (with or without notice or the lapse of time or both) pursuant to, or result in being declared void or voidable, any term or provision of any note, bond, mortgage, indenture, lease, license, contract or other instrument to which Strainwise is a party of or by which any of its properties or assets are or may be bound; or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Strainwise; and

vii.

Strainwise specifically disclaims any liability whatsoever resulting from STWCSV's use of the Services.

 

 

b.

STWCSV Representations and Warranties and Covenants.  In connection with this Agreement, STWCSV represents, warrants and covenants that:

i.

The STWCSV is duly organized, validly existing and in good standing under the laws of the State of California.  STWCSV has all requisite corporate power and authority to execute and deliver this Agreement and any SOW and to perform its obligations hereunder and under any SOW; and

ii.

The execution and delivery of this Agreement and any SOW and the consummation of the transactions contemplated herein and in any SOW, have been duly authorized by all requisite corporate action on the part of STWCSV.  This Agreement and any SOW executed in connection herewith constitutes the legal, valid and binding agreement of STWCSV, enforceable against STWCSVs in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies); and

iii.

The execution and delivery of this Agreement and any SOW and the consummation of the transactions contemplated hereby and in any SOW will not: (i) conflict with or result in any violation of any provision of the articles of organization or operating agreement of STWCSV, each as amended to date; or (ii) conflict with, result in any violation or breach of, constitute a default under, give rise to any right of termination or acceleration (with or without notice or the lapse of time or both) pursuant to, or result in being declared void or voidable, any term or provision of any note, bond, mortgage, indenture, lease, license, contract or other instrument to which STWCSV is a party or by which any of its properties or assets are or may be bound; or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to STWCSV; and

iv.

STWCSV will support and cooperate with Strainwise in any manner reasonably necessary, appropriate or desirable in order to assist Strainwise and facilitate Strainwise's performance of the Services under any SOW.  STWCSV will provide Strainwise access to STWCSV's resources (including without limitation, data, infrastructure, personnel, etc.) reasonably necessary, appropriate or desirable in order to assist Strainwise with the performance of the Services under any SOW.

 

 

a.

Default of Strainwise.  This Agreement may be terminated by STWCSV upon the occurrence of one or more of the following events of default by Strainwise (a "Strainwise Default").

i.

A material breach of a representation or warranty contained in this Agreement or any SOW, which, if capable of being cured, is not cured within fifteen (15) days of receipt of written notice from STWCSV, which notice shall set forth with reasonable specificity the alleged misrepresentation of Strainwise;

ii.

Failure to comply with or perform any material obligation of Strainwise under this Agreement or any SOW, which if capable of being cured, is not cured within fifteen (15) days of receipt of written notice from STWCSV, which notice shall set forth with reasonable specificity the alleged failure by Strainwise;

iii.

Strainwise's filing of a petition in bankruptcy or having a petition in bankruptcy filed against it, which filing is not dismissed within ninety (90) days, or making an assignment for the benefit of creditors; and

If any breach of a representation and warranty or failure of performance requires more than fifteen (15) days to cure, Strainwise may be entitled to such additional cure period if Strainwise promptly commences to cure, STWCSV agrees to such extension, and Strainwise prosecutes the cure to completion.

b.

Default of STWCSV. This Agreement may be terminated by Strainwise upon the occurrence of one or more of the following events of default by STWCSV (a "STWCSV Default").

i.

A material breach of a representation or warranty contained in this Agreement or any SOW, which, if capable of being cured, is not cured within fifteen (15) days of receipt of written notice from Strainwise, which notice shall set forth with reasonable specificity the alleged misrepresentation of Strainwise;

ii.

Failure to comply with or perform any material obligation of STWCSV under this Agreement or any SOW, which if capable of being cured, is not cured within fifteen (15) days of receipt of written notice from Strainwise, which notice shall set forth with reasonable specificity the alleged failure by STWCSV;

iii.

STWCSV's filing of a petition in bankruptcy or having a petition in bankruptcy filed against it, which filing is not dismissed within ninety (90) days, or making an assignment for the benefit of creditors.  In the event of a breach or STWCSV Default under this Agreement or under any SOW, Strainwise (i) may terminate this Agreement and/or any SOW and/or (ii) pursue any and all remedies available to it under this Agreement, under any SOW, or at law or in equity.

 

 

 

c.

Certain Consequences of Default.  A Strainwise Default and/or a STWCSV Default hereunder is sometimes referred to generically as a "Default".  No remedy hereunder is exclusive of any other remedy, but each remedy shall be cumulative and in addition to any other remedies at law, in equity or by statute existing now or hereafter.  No delay or omission to exercise any right or power accruing upon any Default shall impair any such right or power nor shall it be construed to be a waiver of any Default or acquiescence therein, and every such right and power may be exercised periodically and as often as may be deemed expedient.  If a court of competent jurisdiction rules that termination of this Agreement or any SOW by STWCSV for a Strainwise Default was wrongful, then Strainwise shall be entitled to damages or other relief as prescribed and directed by the court.

 

d.

Termination without Default. This Agreement may be terminated by STWCSV without cause upon thirty (30) days' prior written notice to Strainwise.  This Agreement may be terminated by Strainwise without cause upon thirty (30) days' prior written notice to STWCSV if there is no outstanding SOW then in effect.

a.

Notices.  All notices hereunder shall be in writing and either (i) delivered personally; or (ii) sent by nationally recognized express courier; or (iii) sent by certified mail (return receipt requested).  Any such notice will be deemed given when actually received and addressed as follows:

 

If to Strainwise:

 

Erin Phillips, President

1350 Independence Street #300

Lakewood, Colorado 80215

Erin@Strainwise.com

 

 

 

If to STWCSV:

Erin Phillips

11189 Sorrento Valley Rd #103

San Diego, CA 92121

b.

Severability.  The terms of this Agreement are severable and if a court of competent jurisdiction herein declares any term or provision illegal, void or unenforceable, the remainder of the provisions hereunder shall remain valid and enforceable.

c.

Entire Agreement.  This Agreement, and any SOWs incorporated herein, shall constitute the entire agreement between the parties with respect to the subject matter hereof.  Any prior or contemporaneous written or oral agreements or representations related to this Agreement and the SOWs or the Services are of no force and effect.

d.

Governing Law/Venue.  This Agreement shall be interpreted and governed by the laws of the State of Colorado without regard to any choice or conflict of laws, rule or principle, that will result in the application of the laws of any other jurisdiction and venue shall be proper in the state or federal courts situated in Denver, Colorado.

e.

Non-Discrimination.  Strainwise shall not discriminate against any workers, employees or applicants, or any member of the public, because or race, color, religion, age, disability unrelated to ability to perform, gender, national origin or ancestry, sexual orientation, marital status, military discharge status or source of income.  Such action shall include, but not be limited to the following:  employment, upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training; including apprenticeship.

f.

Amendments/Changes.  No modification or amendments to this Agreement and any SOW shall be effective unless such amendment is in writing and signed by both parties hereto.

g.

Independent Contractor.  Strainwise is an independent contractor and not the agent, partner or employee of STWCSV.  Strainwise shall not have the authority to enter into any contract or agreement to bind STWCSV, and shall not represent to anyone that Strainwise has such authority.

h.

Survival.  Upon the expiration or termination of this Agreement, those provisions that would by their nature survive this Agreement will so survive.

 

 

 

i.

Third Party Beneficiaries.  Nothing contained in this Agreement is intended to confer upon any person any rights, benefits or remedies of any kind or character whatsoever, and no person will be deemed a third-party beneficiary under or by reason of this Agreement.

j.

Force Majeure.  Neither party will have any liability to the other for any failure or delay in performing any obligation under this Agreement due to acts of God or nature, fires, floods, strikes, civil disturbances, vandalism, terrorism, or power, communications, satellite or network failures (individually and collectively  "Force Majeure Event").  The Term of this Agreement shall be extended for the duration of any Force Majeure Event.

k.

Counterparts.  This Agreement and any SOW may be executed in two (2) or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one binding agreement.

l.

Conflicts.  In the event of a conflict between the provisions of this Agreement and the provisions of any SOW, the provisions of the SOW shall control.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF, STWCSV and Strainwise have executed this Agreement as of the Effective Date.

 

STWC SORRENTO VALLEY, LLC:			STWC HOLDINGS, INC.:
By:			By:
Name:			Name:
Title:			Title:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT A

Customer Order

and

Service Schedule

June 16, 2017

STWC Sorrento Valley, LLC ("Customer") orders from STWC Holdings, Inc. ("Strainwise") the below described services for the Customer's operating entity, TBD, located at 11189 Sorrento Valley Rd #103, San Diego, CA 92121:

Branding, Marketing and Administrative Services - $4,500 per month

●

Marketing and advertising programs

●

General consulting as deemed necessary

●

Procurement, placement and onsite management of ATM systems

●

Security planning, implementation and maintenance

●

Strainwise will not participate in any manner in the actual cultivation, retail sale or wholesale of any marijuana or marijuana infused products of the Customer

Accounting and Financial Services - $3,000 per month

●

General accounting and financial statement preparation and reporting

●

Installation and maintenance  of general ledger and accounting systems

●

Implementation maintenance of internal controls over financial reporting and asset safeguards

●

Point-of-sale software and procedures implementation and maintenance

●

Accounts receivable processing

●

Cash collection processing

●

Accounts payable processing

●

State and municipal sales tax preparation and filing

●

State and Federal income tax preparation

Compliance Services - $2,500 per month

●

State, county and municipality regulatory compliance monitoring

●

Report preparation and filings to Federal, state, county and municipal departments

STWC Sorrento Valley, LLC

By: ___________________________

       Erin Phillips, Managing Member

 

 

 

 

MANAGEMENT AGREEMENT

Between

STWC SORRENTO VALLEY, LLC

And

STWC HOLDINGS, INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT ("Agreement") is entered into this 16th day of June, 2017 ("Effective Date"), by and between, STWC Sorrento Valley, LLC ("STWCSV"), a California limited liability company and STWC Holdings, Inc. ("Strainwise"), a Colorado corporation located at 1350 Independence Street, Suite 300, Lakewood, CO 80215 (for purposes of this Agreement, Strainwise shall be referred to as the "Manager")

 

WITNESSETH:

WHEREAS, STWCSV has applied for a Conditional Use Permit to operate a Marijuana Outlet (the "Facility") at 11189 Sorrento Valley Rd, Suite 103, San Diego, CA 92121 (the "Enterprise");

WHEREAS, Strainwise provides branding, marketing, employee training and compliant dispensary management services; and

WHEREAS, STWCSV desires for Strainwise to (a) manage, operate, maintain and service the Enterprise on behalf of STWCSV subject to the terms of this Agreement and (b) provide other management services to STWCSV subject to the terms and provisions of this Agreement, and Manager desires to accept and assume such responsibilities upon the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and of other good and valuable consideration, the parties hereto agree as follows:

Article 1

STWCSV appoints Manager to provide those services described in this Agreement on behalf of STWCSV and undertakes to pay the Management Fee set forth herein, on the terms and conditions set forth herein.  Manager accepts such appointment and undertakes to perform such duties during the Term (as hereinafter defined) on the terms and conditions set forth herein.

Article 2

 

 

The provisions of this Article 2 shall survive the expiration or termination of this Agreement.

Article 3

 

 

necessary non-monetary support are provided therefor by STWCSV.  In the event STWCSV requests services with respect to an additional asset or a subsidiary in addition to the Management Services, then upon the consent of Manager and STWCSV, each acting in its sole and absolute discretion, this Agreement may be amended to expand the scope of the Management Services and to reflect additional but under no circumstances less, remuneration, if any, to be paid therefor.  Manager shall provide the Management Services in accordance with the requirements of this Agreement.  Manager shall comply with all licensing and similar requirements of the applicable governmental authorities to which Manager is subject relating to performance by Manager.

 

 

Manager shall use good faith efforts in estimating the expenses for the Enterprise, which will be incorporated into the budget included as part of the Annual Plan (the "Budget").  Within ten (10) business days after receipt of an Annual Plan, STWCSV shall review such Annual Plan, providing any comments in STWCSV's reasonable discretion.  Manager may incorporate such changes as Manager reasonably deems appropriate and re-submit the Annual Plan within ten (10) business days following Manager's receipt of comments.  An Annual Plan shall not become effective until such Annual Plan has been accepted by STWCSV.  An Annual Plan that has been accepted by STWCSV pursuant to this Section 3.3 shall be referred to as an "Annual Plan."  The Budget that is included in an Approved Annual Plan shall be referred to as the "Accepted Budget".  In the event STWCSV has not accepted the Annual Plan prior to January 1st of any calendar year, Manager shall continue to manage the Enterprise in accordance with the prior calendar year's Annual Plan, subject to (i) an increase in controllable expenses in proportion to the increase in the Consumer Price Index for Urban Wage Earners and Clerical Workers in San Diego, CA, and (ii) a pro rata increase or decrease in expenses in proportion to increase or decrease in Enterprise managed, and (iii) the actual increase in expenses (e.g., taxes, insurance, etc.) for the Enterprise beyond the reasonable control of the Manager.

 

 

 

 

 

 

Article 4

Manager shall exercise good faith efforts to negotiate provisions for all Service or Product Contracts that will be substantially in the form provided by STWCSV (if provided previously by STWCSV to Manager) or provided by Manager and approved in advance by STWCSV.  Notwithstanding the foregoing, Managers execution of a Service Contract shall be deemed an approval of all the terms and conditions contained in such Service Contract.

Article 5

Notwithstanding anything to the contrary contained in this Agreement, each insurance policy obtained by STWCSV shall be primary and non-contributory to any insurance otherwise carried by Manager.  Manager shall furnish all information requested by STWCSV for the purpose of establishing the placement of insurance coverages and shall aid and cooperate in every reasonable way with respect to such insurance and any loss covered thereunder.  If requested in writing by Manager, STWCSV shall provide Manager a certificate evidencing the insurance required under this Section 5.1.

 

 

Article 6

 

The provisions of this Article 6 shall survive the expiration or termination of this Agreement.

Article 7

 

Article 8

Article 9

STWCSV shall use its commercially reasonable efforts to respond promptly to all inquiries and requests for STWCSV's consent made by Manager pursuant to this Agreement.

Article 10

 

 

 

 

relation to the defense of any such Claim as either party may reasonably request.  The Indemnifying Party shall inform the Protected Party on a periodic basis of the status and progress of any Claims to which this Section 10.3 relates and shall have due regard to any views expressed by the Protected Party in relation thereto.  The Protected Party shall cooperate with all reasonable requests made by the Indemnifying Party in defending such Claims.  Neither party shall compromise or settle any Claim without the other party's consent (not to be unreasonably withheld, conditioned or delayed).  If, pending the outcome of litigation, neither party has accepted indemnification responsibility with respect thereto, then and in such event, subject at all times to non-interference with any insurance defense being provided and subject also to the obligation to cooperate with the other party as hereinabove set forth, each party shall be entitled to participate in the defense of any such Claim, initially at its own expense but with the benefit of subsequent indemnification pursuant to Section 10.1 (if the Protected Party is a STWCSV Indemnitee) or Section 10.2 (if the Protected Party is a Manager Indemnitee).  Even if the Indemnifying Party has assumed the defense of any Claim and has acknowledged its indemnification obligations with respect thereto, the Protected Party nevertheless shall be entitled to participate in such defense on its own behalf and at its own expense, subject to non-interference with insurance defense and the duty to cooperate with the Indemnifying Party as hereinabove provided.

Article 11

STWCSV shall pay to Manager, as remuneration for its services in accordance with the terms of this Agreement, a management fee (the "Management Fee") in the amount of Ten Thousand Dollars ($10,000) per month.

12.1               Permissible Activities of Manager: include but are not limited to (i) management of the Enterprise (ii) training, (iii) collections, (iv) cash management, (v) payment to itself of the Management Fees (and any other amounts due and owing to the Manager hereunder), (vi) payment to itself of other fees and amounts due and owing under any other agreements between Manager and STWCSV; and (vii) safety management and other roles as may be required by the STWCSV.

Article 12

 

 

Article 13

 

 

decided by a panel of three neutral arbitrators.   Each arbitrator will be an attorney, and at least one arbitrator shall be knowledgeable in the areas of business law.  STWCSV and Manager shall endeavor to agree on the appointment an arbitrator or arbitrators.  Should STWCSV and Manager be unable to agree on an arbitrator or arbitrators, STWCSV and Manager shall each appoint an arbitrator, and the appointed arbitrators shall mutually agree on appointment of the sole arbitrator, or the third arbitrator in the event of a three arbitrator panel.    The resolution of any Dispute as determined by the arbitrator(s) in Binding Arbitration shall be binding on all parties to this Agreement.  The obligation of the parties to resolve any Dispute by compulsory Binding Arbitration, any judicial relief to prevent irreparable harm pending completion of Binding Arbitration and issuance of an arbitration award, and any arbitration award issued in such Binding Arbitration (the parties' agreement to Binding Arbitration, equitable judicial relief to prevent irreparable harm pending completion of Binding Arbitration and issuance of an arbitration award, and any arbitration award issued under the CAA each shall be "Binding Arbitration Relief") shall be enforceable in accordance with the CAA in an action commenced and maintained in the U.S. District Court for the Southern District of California ("California Federal District Court"), provided however, if for any reason said California Federal District Court does not have or abstains from or otherwise declines to exercise jurisdiction of an action seeking Binding Arbitration Relief, the parties thereafter consent to the commencement and maintenance of an action to enforce Binding Arbitration Relief in San Diego Superior Court ("San Diego Superior Court") or if such San Diego Superior Court declines venue then in any California State Superior Court of competent venue and jurisdiction, provided however, if the San Diego Superior Court or any other California State Superior Court does not have or abstains from or otherwise declines to exercise jurisdiction of an action seeking Binding Arbitration Relief, the parties  consent to the commencement and maintenance of an action to enforce Binding Arbitration Relief in any U.S. federal or state court with jurisdiction over this matter.  Without limiting the foregoing, the parties irrevocably and voluntarily, in the following order of priority: submit to the personal and subject matter jurisdiction of first, the California Federal District Court; second, California State Superior Courts; and third, any U.S. federal or state court having jurisdiction over the matter to the extent allowed by law and this Section 13.3; consent to and waive any objection to venue of an action seeking Binding Arbitration Relief in the courts designated herein; designate Binding Arbitration as the exclusive remedy for any Dispute arising under, out of, or relating to this Agreement; and waive any objection or claim that the arbitrator(s) in Binding Arbitration or the courts designated herein in a Binding Arbitration Relief proceeding should abstain, dismiss, delay, curtail or otherwise defer the exercise of jurisdiction pending the exhaustion of remedies or proceedings in any other court, forum, or tribunal.

 

Article 14

If to STWCSV:

 

STWC Sorrento Valley, LLC

11189 Sorrento Valley Rd #103, San Diego, CA 92121

Attention: Erin Phillips

Telephone Number: [___________]

Fax Number: [___________]

Email:  elogan3750@gmail.com

If to Manager:

STWC Holdings, Inc.

Attn: Erin Phillips, President and CEO

1350 Independence Street, Suite 300

Lakewood, CO 80215

 

The parties hereto may change their addresses by giving notice thereof to the other in conformity with this provision.

Article 15

 

 

 

 

Remainder of Page Intentionally Blank.

Signature Page(s) Follows.

 

 

 

 

 

IN WITNESS WHEREOF, STWCSV and Manager have executed this Agreement as of the Effective Date.

STWC HOLDINGS, INC.:

STWC Holdings, Inc.

a Colorado corporation

By: _____________________________

STWC Sorrento Valley, LLC

By:______________________________

Name: ___________________________

Title: ____________________________

 

 

 

 

 

 

 

 

ITEMS TO BE INCLUDED IN ANNUAL PLAN

The Annual Plan shall include, without limitation, the following items:

1.

a detailed estimate of the gross projected revenues for the forthcoming fiscal year, including amounts and supporting schedules as applicable;

2.

a detailed operating budget for the forthcoming fiscal year, including debt service payments and a statement authorizing the Manager to pay down debt from the STWCSV operating account and all other operating accounts relating to the Enterprise;

3.

analysis of the sales in the market in which the Enterprise and/or Facility is located, including, without limitation, a detailed discussion of the general market and the applicable submarket, existing rates and trends, concessions, and all competitive properties, and a schedule of rates charged and operating costs incurred by similar properties in the market in which the Enterprise is located;

4.

a statement as to the projected balances of the working capital and replacement reserve accounts as of the first day of the forthcoming fiscal year;

5.

a statement as to the projected additions to or disbursements from such reserve accounts for the forthcoming fiscal year;

6.

an estimate of the projected net cash flow for the forthcoming fiscal year;

7.

a detailed description of the renovations, major repairs or other capital improvements, if any, proposed to be undertaken during the forthcoming fiscal year;

8.

a capital budget covering the renovations, major repairs or other capital improvements, if any, proposed to be undertaken during the forthcoming fiscal year;

9.

a description of the terms and conditions proposed sales contracts for the forthcoming fiscal year which serve as the basis for the gross projected revenues;

10.

a description of the terms and conditions proposed with respect to material contracts for the forthcoming fiscal year;

11.

a description of the significant maintenance and repair schedules for the fiscal year; and

12.

standard operating procedures for the operation of the Enterprise.

 

 

 

 

 

CONSULTANT SERVICES AGREEMENT

This Agreement is made this 17th day of August 2018, by and between STWC Sorrento Valley, LLC, a California limited liability company with an address of 11189 Sorrento Valley Rd, Suite 103, San Diego, CA 92121 (the "Client") and STWC Holdings, Inc, (the "Consultant"). Client hereby retains Consultant to provide expertise, knowledge, and guidance about the emerging cannabis industry, licensing guidance and assistance, facility design, build-out and operational readiness, and bookkeeping and accounting services all pursuant to detailed guidance and instruction from the Client ("Services"). Client agrees and understands that the legality of cannabis is complicated and continually evolving. In addition, Client understands that Consultant is not providing legal advice of any kind, but is providing industry guidance based on its years of expertise and experience.

Standard of Services.   All Services provided by Consultant shall be performed with promptness and diligence in a professional manner and at a level of proficiency to be expected of a consultant with the background and experience that Consultant has represented it has. The Client shall provide such access to its information, property and personnel as may be reasonably required in order to permit the Consultant to perform the services.

Rates.   The Company bills at $125.00 per hour. Services are billed in minimum increments of one tenth (0.10) of an hour. Fees could include such activities as conferences with Client, research done on behalf of the Client, facility design and build out consultation, vendor sourcing, industry or jurisdictional reports, back-office support including but not limited to bookkeeping and accounting services, or connections made to other people or businesses on behalf of the Client. Fees could also include any other service or activity agreed upon by the Consultant and the Client. Failure to pay any invoice by the thirtieth (30th) day after the billing date will result in the imposition of a late charge equal to one and a half percent (1-1/2%) per month on the unpaid balance and an immediate discontinuance of legal services, if Consultant so chooses.

Governing Law.   This agreement shall be governed by and construed in accordance with the laws of the state of Colorado.

By signing this agreement, Client agrees to retain STWC Holdings, Inc on the foregoing terms.

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Client

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