Legal Document: 8854604

On April 27, 2022 a Breach of Contract was filed involving a dispute between and in the District Court of San Mateo County.

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Andrew J. Wiegel, Esq., (SBN 075204)
G. Ryan Patrick, Esq., (SBN 275517)
3
Wiegel Law Group, pic
414 Gough Street, Suite I
4 San Francisco, CA 94102-4464
(415) 552-8230
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Attorneys for Plaintiffs
ISSA SHAMIYA and NIMRA SHAMIYA
7

SUPERIOR COURT OF CALIFORNIA
COUNTY OF SAN MATEO
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ISSA J. SHAMIYA and NIMRA I. CASE NO.:
SHAMIYA, as individuals and as Trustees of
the ISSA J. SHAMIYA and NIMRA I. Unlimited Jurisdiction
SHAMIYA 2002 REVOCABLE TRUST est.
2/5/2002 BREACH OF CONTRACT
14

Plaintiffs,
16
VS.
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DALY CITY VENUE MANAGEMENT
SERVICES, INC. ROARK lk ASSOCIATES,
LLC, MARK A. JOHNSON, and DOES 1-20
19

20
Defendants.
21

23
1. Plaintiffs ISSA J. SHAMIYA and NIMRA I. SHAMIYA are residents of the

24 State of California and each are over the age of 18 years.

25 2. Plaintiffs ISSA J. SHAMIYA and NIMRA I. SHAMIYA are Trustees of the
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ISSA J. SHAMIYA and NIMRA I. SHAMIYA, 2002 REVOCABLE TRUST est. 2/5/2002.
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COMPLAINT — BREACH OF CONTRACT
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1 3. Plaintiffs, as individuals and as Trustees of the ISSA J. SHAMIYA and NIMRA
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I. SHAMIYA, 2002 REVOCABLE TRUST est. 2/5/2002 are the owners of the real property
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located at 6192 Mission Street, Daly City, CA 94014 hereafter referred to as "Premises".
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Plaintiffs hold title to the property as ISSA J. SHAMIYA AND NIMRA I. SHAMIYA, Trustees
5

under the ISSA J. SHAMIYA AND NIMRA 1. SHAMIYA 2002 REVOCABLE TRUST Est.

2/05/2002.
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4. Plaintiffs ISSA J. SHAMIYA and NIMRA I. SHAMIYA are settlors and
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beneficiaries of the ISSA J. SHAMIYA and NIMRA I. SHAMIYA, 2002 REVOCABLE
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TRUST est. 2/5/2002.
11

12 5. A revocable inter vivos trust is recognized as simply a probate avoidance device

and when property is held in this type of trust, the settlor and lifetime beneficiary has the
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equivalent of full ownership of the property. (Boshernitsan v. Bach, (2021) 61 Cal.App.5'" 883,
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892 (quoting Zanelli v. McGrath (2008) 166 Cal.App.4'15, 633-634.) Therefore, there is no
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legal distinction between Plaintiffs acting as individuals and Plaintiffs acting as Trustees on
17

behalf of the ISSA J. SHAMIYA and NIMRA I. SHAMIYA, 2002 REVOCABLE TRUST est.

19 2/5/2002.
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6. Plaintiffs are informed and believe that Defendant DALY CITY VENUE
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MANAGEMENT SERVICES, INC, is a California Corporation that did business as a bar and
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restaurant management company in Daly City, California, County of San Mateo.
23

24 7. Plaintiffs are informed and believe that Defendant DALY CITY VENUE

MANAGEMENT SERVICES, INC.'s corporate status is suspended and the entity is not legally
26
allowed to conduct business or appear to defend itself in any legal action.
27

28
COMPLAINT — BREACH OF CONTRACT
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1 8. Plaintiffs are informed and believe that Defendant ROARK & ASSOCIATES,
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LLC is a Delaware limited liability company, doing business in the state of California as a bar
3
and restaurant management company in Daly City, California, County of San Mateo.
4
9. Plaintiffs are informed and believe that MARK A. JOHNSON is a California
5

resident over the age of 18.

7 10. Plaintiffs are informed and believe that Defendant MARK A. JOHNSON is the

sole owner of DALY CITY VENUE MANAGEMENT SERVICES, INC and ROARK &,
9
ASSOCIATES, LLC and in total control of both entities.
10
I I. Plaintiffs are informed and believe that Defendant MARK A. JOHNSON is the
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agent for service of process for Defendants DALY CITY VENUE MANAGEMENT

13 SERVICES, INC and ROARK &. ASSOCIATES, LLC.
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12. Plaintiffs are informed and believe that Defendants DALY CITY VENUE
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MANAGEMENT SERVICES, INC.'s and ROARK & ASSOCIATES, LLC's, principal place
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of business is 6192 Mission Street, Daly City CA, 94014.
17

18 13. Plaintiffs are informed and believe that Defendants DALY CITY VENUE

19 MANAGEMENT SERVICES, INC and ROARK & ASSOCIATES, LLC are claiming a right
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to possession of the premises.
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14. The hue names and capacities of Defendants sued as DOES are unlcnown to
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Plaintiff. DOES 1-20 are subtenants and/or assignees and/or other individuals claiming a right
23

24 to possession.

25 15. On or about February 4, 2016, Plaintiffs, acting as individuals and in their
26
capacities as Trustees of the ISSA J. SHAMIYA and NIMRA I. SHAMIYA, 2002
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REVOCABLE TRUST est. 2/5/2002, entered into an agreement, partial written and partially
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COMPLAINT — BREACH OF CONTRACT
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I oral, with Defendants DALY CITY VENUE MANAGEMENT SERVICES, INC and MARK
2
A. JOHNSON for the tenancy of Defendants at the Premises.
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16. Plaintiffs are informed and believe that patt of the oral agreement JEHAD
4
SHAMIYA and OMAR SHAMIYA made with MARK A. JOHNSON is that MARK A.
5

JOHNSON's business at the premises would comply with the law at all times.

7 17. The sons of Plaintiffs, JEHAD SHAMIYA and OMAR SHAMIYA, acting on
8
Plaintiffs authority and request, negotiated with Defendant MARK A. JOHNSON in his
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capacity as individual and on behalf of whatever business entities tltrough which he intended to
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conduct business at the subject premises.
11

14
JEHAD
18.

SHAMIYA, OMAR SHAMIYA, and Defendant

that Defendants have claimed are not in the written document.
~
Plaintiffs are informed and believe that the oral agreement made between

A. JOHNSON included terms

15
19. Plaintiffs are informed and believe that principal among these is that the lease
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was between the owners of the premises and a business entity owned by MARK A. JOHNSON
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would operate a business at the premises which, at all times, would act in full compliance with

19 the law.
20
20. Plaintiffs are informed and believe that JEHAD SHAMIYA and OMAR
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SHAMIYA worked with MARK A. JOHNSON'S friend, attorney HARMOND HUGHEY,
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who drew up an appropriate document.
23

24 21. JEHAD SHAMIYA and OMAR SHAMIYA have no legal training or business

23 experience in leasing and completely trusted Defendant MARK A. JOHNSON and HARMONE

HUGHEY.
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COMPLAINT — BREACH OF CONTRACT
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1 22. Plaintiffs are informed and believe that since this dispute arose, DEFENDANTS
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have claimed that the lease is unenforceable because the manner in which MARK A.
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JOHNSON and HARMOND HUGHEY drafted its provisions, claiming that because title is
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held as a trust and the lease has Plaintiffs named as landlords in their individual capacities.
5

6 23. The written lease agreement for the premises is attached as Exhibit A.

7 24. The lease agreement provides an award of attorney's fees to the prevailing party.
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25. Plaintiffs are informed and believe that on August 31, 2018, Akribis Group, LLC
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obtained a judgment in its favor against MARK A. JOHNSON and DALY CITY VENUE
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MANAGEMENT SERVICES, INC. in the amount of $ 120,000.00. Pursuant to the terms of
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this judgment, Akribis Group, LLC was permitted to collect against the assets owned by MARK

A. JOHNSON and DALY CITY VENUE MANAGEMENT SERVICES, INC that were subject
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to legal transfer or sale.
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26. On October 12, 2018, the court issued a costs award against MARK A.
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JOHNSON and DALY CITY VENUE MANAGEMENT SERVICE, INC. that included
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$ 280,318.50 in attorney's fees.

19 27. Plaintiffs are informed and believe that, on October 26, 2018, MARK A.
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JOHNSON delivered the written statement attached as Exhibit B and incorporated herein by
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this reference, stating that it was:
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"notice of permanent and in evocable assignment of 100% interest to Roark &
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Associates. (In other words the full right and responsibility of the lease agreement.)"
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28. Plaintiffs are informed and believe that the reason MARK A. JOHNSON and
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DALY CITY VENUE MANAGEMENT SERVICES, INC., purported to assign their interests
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27 in the lease to ROARK & ASSOCIATES, LLC was to avoid the collection efforts of Akribis

28 Group, LLC.
COMPLAINT — BREACH OF CONTRACT
5
1 29. Counsel for Plaintiffs advised MARK A..TOHNSON that the purported
2
assignment did not appear to conform to the written requirements of the lease.
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30. Plaintiffs are informed and believe that Defendant ROARK Bc ASSOCIATES,
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LLC has purported to continue as assignee doing business in the premises and paying rent.
5

6 31. Plaintiffs are informed and believe that Defendant MARK A. JOHNSON had

various individuals pay rent for the premises before and after the purported assignment up and
8
until Defendants stopped paying rent.
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32. Plaintiffs are informed and believe that, at the time that Defendant MARK A.
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JOHNSON wrote that the lease had been assigned, Defendant DALY CITY VENUE
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MANAGEMENT SERVICES, INC.'s corporate status had already been suspended by the

Franchise Tax Board and Defendant DALY CITY VENUE MANAGEMENT SERVICES,
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INC. was not legally allowed to conduct business in the State of California.
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33. Plaintiffs are informed and believe that, at the time that Defendant MARK A.
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JOHNSON wrote that the lease had been assigned, Defendant ROARK Ec ASSOCIATES, LLC
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was not legally registered to conduct business in the State of California.

19 34. Under the terms of the agreement between the Parties, Defendants were
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obligated to pay Plaintiffs $ 6,500 per month for the Premises.
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35. Defendants stopped paying rent for the premises in April 2020. No amount has
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been paid since that time.
23

24 36. As a direct and proximate result of Defendants'reach of the lease agreement,

25 Plaintiffs have incun'ed a loss of unpaid minimum monthly rent in the estimated amount of

$ 78,000.00
27

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COMPLAINT — BREACH OF CONTRACT
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I 37. By tiling this complaint, Plaintiffs hereby elect to terminate the lease and the
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Defendants'ight to possession thereunder pursuant to the terms of the lease agreement and
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Civil Code Section 1951.2 due to Defendants'reach of the lease.
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38. Based on the facts alleged in this complaint, Plaintiffs are entitled to recover
5

damages according to proof at trial pursuant to Civil Code Section 1951.2.

7 39. Plaintiffs have performed all obligations owed to Defendants under the lease
8
agreement.
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40. The unity of interest and ownership of the Defendants named herein as, DALY
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CITY VENUE MANAGEMENT SERVICES, INC. and ROARK & ASSOCIATES, LLC, is
11

such that the separate personalities of these corporate entities and Defendant individually named

as MARK A. JOHNSON no longer exist, and adherence to the fiction of the separate existence
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of these corporate entities will, under the factual circumstances present in this case, unfairly
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shield Defendant MARK A. JOHNSON from personal liability for the unpaid rent and damages
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that have accrued while MARK A. JOHNSON has continued to occupy the premises through
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his businesses, Defendants DALY CITY VENUE MANAGEMENT SERVICES, INC. and

19 ROARK & ASSOCIATES, LLC
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41. WHEREFORE, Plaintiffs pray for judgement against Defendants as follows:
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(a) For damages in an amount according to proof;
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(b) For prejudgment interest at the legal rate of 10% per annum;
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25 (d) A finding that Defendant MARK A. JOHNSON is the alter-ego of the corporate
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entities DALY CITY VENUE MANAGEMENT SERVICES, INC. and ROARK &
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ASSOCIATES, LLC, and that Defendant MARK A. JOHNSON is personally liable
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COMPLAINT — BREACH OF CONTRACT
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to Plaintiffs for the unpaid rent and damages that MARK A. JOHNSON have

incuned by his possession of the premises through these entities.

(e) For all other relief the court deems just and proper.

WIEG

By /
10 G. Ryan P)lpick, Esq.
Attorneys 'for Plaintiffs
ISSA SHAMIYA and NIMRA SHAMIYA as
12 individuals and as Trustees of the ISSA J.
SHAMIYA and NIMRA I. SHAMIYA 2002
13 REVOCABLE TRUST est. 2/5/2002
14

28
COMPLAINT — BREACH OF CONTRACT
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EXHIBIT A
COMMERCIAL I FASK AGRKE&MFNT

This Lease Ayeenient (this "Lease" or "Lease Ay cement" or "Agreement" ) is agreed to and minie
effective or& all as of February I, 2016, as executed by a»d bebveen Issa W! Nunra Sham iya ("Landior'd"),
and Daly City Venue Management, Inc., as represented by Mark Jolmson, CEO of Daly City Venue
Manager»cut, Inc. ("Te»ant"). Issa Sin&Ill&'}sh Nu&ll'&i Sliamiya and Daly City Venue Management, Inc.,
as represented by Mmk Johnsou, CEO (hereinafter, collectively referred to as "the Parties" ), agree as
follows:

1. PREMISES, Landlord, in consideration of the lease payments provided in this Lease, leases to
Tenant commercial business space for the purpose of bar and food sales space located at 6192
Mission Street, Daly City, CA 94014 (the "Premises" ). The coma&ereial business now present in the
Premises is noiv know&n as Last Stop Sports Bar &y! Lounge, iu&!I fomiei ly as the Hideout. Tenant
shall have the right to reniuue any portion or the vvhole of thc Premises at any time as the Tenant
believes is fit for thc stated usc as a location for bar and food sales,

2. LEASE PAYMENTS. As of the effective date of this neiv lease, February 1, 2016, Tenant shall pay
to Lar&dlord montlily Base Rent of $ 6,000.00, due and payable on the tirst day of each month. As of
February I, 2016, all previous leases are extinguished and are void. Lease paymeuts shall be made
payable to "Issa d". Nimra Shamiya" and delivered to or mailed to them at 1696 Skyline Blvd,,
Burlingame, California 94010, The payment address &nay be chmiged fiom time to time by the
Landloiid or their Agent;

3, TERM, The initial lease term &vill begin on February I, 2016, and will terminate on July 31, 2019.
The Tent»&t as two separate and consecutive options to extend the initial lease term of this Lease
Agreement, keeping all the teims of this Lease Agreement the same, except as pi'ovided bere,

ADDITIONAL TERMS MODIFYING THIS I.EASE AGREEMFNT FOII. FIRST
LEASE EXTENSION OPTION I'OR AN ADDITIONAL RENTAL TERM OF FIVE
YEARS COMMENCING AIJGIJ ST 1, 2019, AND TERMINATING ON .IIJLY 31,
2024: Tenant must provide L&uidlord's Agent with written notice no less than 60 days
prior to August I, 2019, that it, does NOT want to exercise the first lease extension option
under this Lease Ay cement. If written notice of cancellation or acceptance of ihe first
lease optioti is NOT timely given, then Tenant agrees that on August I, 2019, that the
monthly Base Rent payable under this Lease Agreement &vill increase from $ 6,000 per
month to $ 6,500 for. the first year through the fiAh year of the new lease extension option
tern&. In the first five yeiu option, tenant &vill have the option to decide whether or not the
rent will increase to $ 6,500 per month for the tern& of the first five year option, or S7,500
per month for the term of the fust. and the second lease term extension options. If he
chooses for it to increase io $ 7,500 per month for the first and second five year lease
exte&islon options, the rent would stay thai amount for the full 10 years of the first and
second tive ye&» terms. Iiowever, if he chooses for it to increase only to $ 6,500 per
month for the first five year option lease extension temi, then in the second five year
lease extension option term, the rent will increase to $ g,500 per month, as ill paragl'apl& 3.
B., below,

IvIark Join&son ~n Issa Sluimiya P@NI»&ra Sliamiya Page no. 1 of~
B. ADDI'11ONAL TEILMS MODIFYIN1l THIS LEASE AGREEMENT FOII SECOND
LEASE EXTLNSION Ol'I'ION POR AN ADDITIONAL RENTAL TERIvl 01'IVE
YEARS COMMENCING AUGUST I,?024, AND TERMINA PING ON,IULY 31,
2029: Tenant must provide Landlord's Agent with written notice no less than 60 days
prior to August I, 2024, that it does NOT want to exci'cise tile first lease extension option
under tlds Lease Agree»tent. If written notice of cmicellation or acceptance of the first.
lease option is NOT timely givmi, then Tenant agrees that on August I, 2024, that the
monthly Base Rent payable under this Lease Agreement will increase fiom $ 6,500 per
month to $ 8,500 for the fjrst year through the ftiih year o'f the new lease extension option
term, if tlie tenant does not exercise the $ 7,500 per month option in the first five yem
lease extension option tei'm, as outlined at the end ot'paragraph 3. A., above;

4, .SECURITY DEPOSIT, At the tim&; of the siyung of this Lease, Landlord will continue to hold tile
Tenaiit's security deposit of $ 5,000.00 in tnist to covm'ny damages to the Premises (if iuiy) that
may occur during the Tenant's tenancy, other than normal wear and tear;

5. POSSESSION. Tenmit shall be mititled to possession on thc first day of the term of this Lease., and
shall yield possession to Landlord on the last day of the term of this Lease, unless otherwise agi'eed
by both parties m writing, At the expiration of the term, Tenant shall remove its goods and effects
and peaceably yield up the Premises to Landlord in as good a condition as when delivered to Tenant,
ordinmy wear and tear excepted, The 'I'e»ant will have»o liability for past due rent penalties
accmed prior to the sigriing of this new lease which forever voids the prior lease sigiied in August,
2014;

6, USE OF PREMISES. Tenant may use the Premises only for Restaurant and Bar and Nightclub. The
Premises may be used for any other purpose only with the prior written consent of Landlord, which
shall not be unreasonably withheld;

7. PIXCLUSIVITY. Larullord shall not directly or indirectly, through aiiy employee, agent, or
otlierwise, lease any space within the property located at 6178 Mission Street, Daly City, CA
(except the Premises herein described), or permit the use or occupmicy of any such space located at
6178 Mission Street «'ose primary business activity is in, or may result in, competition ivith the
Tenants primary business activity or the additional sale of hotdogs and pizza. The Tenant also
agrees not to compete with any business located at 6178 Mission Street, Duly City, CA, by not
selling Boba Teas/Ice Snow Cones;

8. S'fORAGL', 'I'enant shall be entitled to store items of personal propeity in the basement dui'ing the
term of this I,,ease, Landlord shall not bc liable for loss of, or danmge to, such stored items;

9, PROPERTY INSURANCE. Tenant shall maintain cassualty insurance on the Premises in an amount
not less than $ 1,000,000,00. Landlord shall be named as an additional insmed in such policies,
Tenant shall deliver appropriate evidence to Lmidlord as proof lllilt adequate insurance is in force
issued by companies reasoiiably satisfactory to Landlord, Landlord shall receive advmice written
notice from the insurer prior to any teimination of such insurance policies. Tenant shall also
maintain any other insurance wliich Latidlord may reasonably require for the protection of

?tin Mark Johnson ( ~
& Issa Shamiya
~ Nina Shamiya Pagano. 2 of 8
Landlord's interest in thc Premises, 'I'en&snt isresponsible ior tnaintaining casualty utsurmrce on iis
osvn property;

10. I IABILITY INSIJI&ANCE. Tenant shall maintain liability insurance on the Prctnises in a total
aggregate sum of at least $ 2,000,000,00, Tens&1't ah&all deliver appropriate evidence to I,andlor&l as
proof thai. adequate insui'ance is in force issued by companies reasonably satisfactory to Landlord.
Landlord shall receive advance &vritten notice fion& tire insurer prior to any termination of such
insurance policies. All insurance policies must also name fhe L&mdlord and subtenants, if any, All
subtenants mustcarry similar insurance and nmne the Tenant and ihe Landlord;

11, MAINTENANCE. Tenant shall have the responsibility io maintain the Premises in good repair at all
times diuing the term of this
Lease,'2.
UTILITIES AND SERVICES. Tenant shall be t'esponsible I'or all utilities and services incttrred in
connection with thc Premises;

13. TAXES. Taxes atu'ibutable to the Premises or the use of thc Premises shall be allocated as folio&vs:

REAL ESTATE TAXES. I.andlord shall pay all real estate taxes and
assessments for the Prernisesi

14, LATE PAYMENTS, For each payment thai is noi. paid within 5 days after its due date, Tenant
sh&sll pay a late fee equal to 10 '/0 of the required payment or I1500, whichever is less,

15. HOLDOVER. If Tenant m&aintains possession of the Premises for &any period after the termination
of this Lease (" Holdover Period"), Tenant shall pay to Landlord lease payment(s) during the
Holdover Period at a rate equal to 150 'ro of ihe most recent rate prccedittg the Holdover Period. Such
holdovet shall constitute a mottth-to-month extension of this Lease, hut in any event cannot exceed
two rnontlrs without. written approval from the Landlord;

16. CUMUI.ATIVB RIGHTS. 'I'he rights of the parties under this l,ease are cumulative, an&1 shall noi
be construed as exclusive unless otherwise required by Iasv;

17. NON-SUFFICIENT FUNDS. Terrant shall be chmged $ 25.00 for each check that is returned to
Landlord for lack of sufllcient funds. This charge will not be in addition to any 5-day late fee for
ihe payment of rent;

Ig. RBMODELING OR STRUCTURAL IMPROVEMENTS. Tenant shall have the obligation to
conduct any construction or remodeling (at Tenant's expense) thai may be required to use the
Premises as specified above. Tenant may also construrt such fixtures on the Premises (at Tenant'
expense) that appropriately facilitate its use for such purposes. Such const&uction shall be
undertaken and such fixtures may be erected only after giving prior written notice to the Landlord,
Tenant shall not install mvnings or advertisements on any pmt of the Premises without Landlord's
prior written consent. At the end of the lease term, Tenant shall be entitled to remove (or ai, the
t'equcst of Landlord shall nunove) such t&xt&rres and shall restore the Premises to substantially the
same condition of the Premises st the commencement of this Lease,

2' Mark Jolmson I v Issa Shamiya p~cNimra Shamiya Page no. 3 of 2f
19. ACCFSS BY LANDLOltD TO PREMISES, Sul&jcct to Tenant's corisent (which shall not be
iuireasonably withheld), I.andlortl shall have the right to enter the Preiuises to make inspections,
provide necess&ay services, or show the unit to prospective buyers, mortgagees, tent&nits or workers,
upon 24-liour notice to the Tenant, 11owevei', Liuidlorrl docs not assume any liability for the care or
supetvision of the Premises. As provided by law, in the case of an emergency, Lmidlortl may enter
the Premises ivithout Tenant's consent nl'lly llotice. During the last three inonths of this Lease, or
any extension of this Lease, Landlord shall be alloived to display the usual "To Let" signs and shoiv
the I'remises to prospective tenants. Landlord will be responsible for the supervision and daniages
nf any contractors that is hired by him to do repairs inside the l&uilding. Unless approved by tenant
repairs or viewing of the prendses must be done during non-business hours. Landlnrd will
indemnifie tenant against any iqjury nf aily imlividual that is hired are allowed to be on the
premises for repairs or viewing of the preinises by the t&andtorrl:,

20. INDEMNITY REGARDING USE OF Plu".IvlISES. To the extent penmtted by Iaw, Tenant agrees to
indemnify, hold harmless, and defend Landlord from and ag&ainst ruiy and all losses, claims,
liabilities, and expenses, including reasonable attorney fees, if &sny wliich Landlord may sulfer or
incur in connection ivith Tenmigs possession, use or misuse nf the Premises., except Landlord's act or
negligence;

21, DANGEROUS MATERIALS. Tenant shall not keep or have on tbe Premises any article or thing of
a dangerous, flammable, or explosive character that night substantially increase the danger of fire on
(he Premises, or that niight be considered h&aaardous by a i'esponsible insurance company, miless the
prior written consent of Landlord is obtained and proof of adequate insurance protection is provided
by Tenant to L&uidlord. Daiigerous materials include only items in violation of Tell&silt's insurance;

22, COh4PI IANCE WITH REGULATIONS, Tenant shall promptly comply with afl laws, ordiniuices,
requirements and regulations of the federal, state, county, municipal and other mithoidties, and the
fire insurance undenvriters. However, Tenant shall not by this provision be required to make
alterations to the exierior of the building or alterations of a structuml nature;

23. MECHANICS LIENS. Neither the Tenant nor anyone claiming tin ough the Tenant shall have the
right to file mechanics liens or any other kind of lien on the Premises and the filing of this Lease
constitutes notice tliat such liens are invalid. Ftuther, Tenant agrees to (I) give actual advance notice
to any contractors, subconn&actors or suppliers of goods, labor, or seivlces that such liens will not be
valid, and (2) take whatever additional steps that are necessmy in order to keep the pretnises fice of
all liens resulting from construction dnnc by or fnr the Tenant,

24. ASSIGNABI LITY/SUBLE I'I'ING. Tenant inay assign or sublease &1rly iliterest in the Premises ivith
prior u&ritten notice to the Laiidlord. An assignment or sublease nf a majority of the business, or the
sale of thc business, must be disclosed by Tenant to Landlord in writing ivithin 15 days prior of it
taking place and inust give I'ull details (names, addresses, contact information) of the ncw controlling
persons/entities or the new owners. An assignment or sublease of a inajority of the business, or the
sale of the business, or the tr&snsfer of shares held in the Tenant that results in a change iii the
controlling interest hi the Teniuit to anyone other than the present sli&arehol(lets will be considered a

JJ" Mark Johnson j 5 Issa Shamiya ~ Nl mrs Shamiya Page no. 4 of h'
sale of the business, triggering an assigtunent of this Lease Agreenient, which will require Lmidlorrl
approval ivhicll c&lrliiot be unreasonably withheld, Tenant must disclose in writing such a sale within
15 days prior of it taking ph&ce aml designate the neiv shareholders hokiing a controlling interest in
Tenant. Shareholder to be specitic to the business located at 6192 iiiission suvet Daly city, CA
94014;

25. NOTICE. Notices under this Lease shall not be deemed valid unless given or served in writing and
forwarded by mail, postage prepaid, addressed as fo Hovvs, or electronic e-mail or text:

LANDLORD;

lssa 8'liili'a Slltllliiya
1696 Skyline Blvd.
BuvHngante, California 9'1010

COMtVIERCIAL TENANT:

Daly City Venue Management, inc,
6190 Mission Street
Daly City, CA 94014

Such addresses inay be changed fiom tune to time by any party by provicling notice as set forth
above. Notices mailed in accordance with the above provisions shaH be deemed veceivevl on the
third day after posting;

26. CiOVERNING I.AW. TIHs Lease shall be construed in accordiuice with the laws of the State of
California;

27. ENTIRE AGREEMIiNT/AMENDMENT. Tlds Lease Agreement contains the entire agreenient of
the parties and constitutes a single, integrated, wiitten contract expressing the same without othev
pvomises, conditions, understmidings or other agreements, oral or written, niade before its original
execution. No covenants, agreements, representations or warranties of any kind, ivhatsoevm'have
been made by any party hereto except as specifically set forth in this Lease Agreement. AH prior
rliscussions, negotiations and agreements have been and are nierged and integrated inlo and are
superseded by this Lease Agreement, Tins Lease Agreemeiit may only be altered, amended,
modified, nr otherwise ctianged in any respect by ali lilstrument in writing duly executed by au of the
patsies hereto, or thei1 SuccesSOt'4, after the execution of this original Lease Agreement;

2g. SEVERABILITY, If any portion of this Lease shall be held to be invalid or unetiforceable for any
reason, the remaining provisions shaH continue to be valid and enforceable. If a court finds tliat any
provision of this Lease is invalid or unenforceable, but that by limiting such provision, it ivould
become valid and enforceable, then such provision shall be deemed to be written, construed, and
enforced as so limited;

/1/ttvMark Johnson I i Issa Sliamlya ~~& Nimva Shamiya Page no. 5 of Z
29. WAIVER, The failure of eithei'ill'ty to all lot'ce ally pl'ovisions of this Lease shall not be construed
as a ivaiver or limitation of that p&aity's right to subsequently enl'oirce and compel strict compliance
with every provision of this Lcasei

30. BINDINC& IIFFE1;T. The provisioiis of this Lease sh&all be binding npon and inure to the benefit of
both pieties and their respective legal representatives, successors and assigns:

31. COSTS. Each Party to this Lease Agt cement shall beat his, lier or its own attorney's fees, expenses
and costs incurred in connection ivith the negotiation, drafting and execution of this Agreeiuent.
Tenant notes it has paid soine money to .1, I larmond Hughey for his help in mediating this niatter,
with the permission of ihc I.&midlord, and mutual waivers of conflict in so do intended;

32. REPRESENTATIONS AND WARRANTIES OF AI,I, PARTIES, All Parties, iuid each of them,
hereby reprcscnt and warrant that each has full legal authority to sign and be bound fully by this
Lease Agreement, an&i tllat they have read and underst&snd it:

33, OTHER ITEMS SPFCIFIC TO TIIIS LEASE,

a, The Lamllord& tbe Landlord's Agent, and other tenants of thc Landlord in the building
will have access to the electrical breaker box in the agcy to make sure turn back on the
power if a breaker/hise is thrown;

b. The Tenant has no access to the back of the building/Premises. This area is not under
ihe l,an&llor&l's conti'ol and use of the back of the building, outside the back door, is
proliiblted; and

c, The Landlord, the I andlord's Ageni, and any specified vvoi'I-ers will have access to the
plumbing i'hat runs beneath tho Premisos;

34. ATTORNEY FEES D1JE TO L'DISPUTE OR BREACH OF LEASL'GREEMEN'I'. The prevailillg
party who incurs attorney fees &luc to a dispute over the terms ofthis Lease Agreement, or due to the
breach of this Lease Ay cement including any eviction action, will be ewvaided its reasonable
attorney fees upon application to San Mateo Superior Court if a civil action &already exists, or upon
the judgment declaring the winning party to be the prevailing party in any civil dispute thereafter put
before the Siui Mateo Superior Court, or any other compeiont ADR arbitrator selected at the furihcr
agrennent of the Parties to avoid filing a action before the Siui Mateo Superior Court; attorney fees
can also be given to the winning in binding arbitration, w&hereas the arbitrator finds one of the parties
solely at fmdt;

35. COUNTERPARTS, This Agreement may be executed in two or niore countcrp&mts, each of which
shall be an original, and the counterpmxs so executed shall constitute one and the same instrumeiit,
which shall be binding on all Parties, A photocopy of this Agreemeni, shall be deenied as valid as the
origiiial; AND

/0'~Mark Jolmson L 5 Issa Shamiya ~ Nimra Shmniya Page no. 6 of jj
36. MUTUAL PxKLLASK OF LIABII.ITY. I'r good considemtion paid with the increase in rent by the
Tenant cnd the provision of addiiimtal lease options by the Landlovd, ihe I'ariies agree to nntlually
release each other for any and all unpaid liability arising or that may arise iiom the former lease
dated August I, 2014, between the pariies for the Premises, The parties fudher agree to release and
forever discharge each otller, each othev s sltccessors in intet'est, assigns, pltticipals„agents and
representalives from any aud all rights, claims, demands, harm and damages of atty Icind, known or
unknotvn, existing or arising in the future, anvl accol'dingly do hereby expressly, voluntarily,
tutowingly and advisedly WAIVE any and all rights granted to thetn uvtder Califovnia Civil Code
1542 ("'ecited below) resulting I'rom or reh&ted to all Injuries, harm, damages, costs, atld attorney's
fees duectly or indirectly arising oni, of their former lease executed August I, 20 M. This release
does not extend to matters of enforcen&ent of this Agreement or the fuitillment of its tennsi

"'California Civil Code Section 1542: "A general release does not extend to claims wluch the
creditor docs not know or suspect to exist in his or hcr favor at the time of executing the release, &vhich if
kttown by hint or hev must. have materially affected his or her settlement rvith the debtor,"

CKRTIKICATION OK AGIIKKIVIKNT BY EXECUTION (SIGNINGI BELOW:
This foregoing COMMERCIAI. I,EASE AGREEMENT has been read thoroughly by the
undersigned Parties, Mark Johnson (on behalf of the Tenant, Daly City Venue
Management, Inc ), Issa Shamiya, Nimra Shamiya, and opportunity has been given by
each Party to question any clause or item of this Agreement and to request modification
if not in full and absolute agreement and understanding of the meaning and effect
thereby. The Tenant is urged to seek independent counsel to review this Agreement
prior to executing it, as it determines appropriate.

The Parties, by execution of (signing} this Agreement, certified that they each
understand and are bound by the terms thereof. This is the final Agreement reached
between the undersigned Parties, and no other agreements, whether verbal or written,
will alter the tenne of this Agreement without the additional written, signed and dated
consent of both patties.

The foregoin~ls a reed to bit:

Mtuk Johnson, CKP~
Daly City Venue Management, Inc.
Commercial Tenant.

Dated: g: .W&o"&/J&s.,rL 4c'«r~ra&-
Nimra Shtuuiya, Landlord/Orvner

Dated: 2 /-J /'6
Issa Shamiya, Landlord/Orvner

pd Mark Johnson /~ lssa Shanuya +~Nimva Shandya Pagano, 7 of $
'
2/(7/16 7:18 PM

Prcn.trot( hc Attotncg /c I Ionnintri I Inahcl
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