The California Mid-State Fair Heritage Foundation, Inc. (the “Heritage Foundation”) is a non- profit public benefit corporation whose purpose is to generate “membership dues, grants and charitable donations to preserve and enrich the heritage of the 16th District Agricultural Association [the “District”] and showcase agriculture industries in the community ....” (FAC, Att. BC-1.) To further that purpose, the Heritage Foundation sold annual, honorary, and lifetime memberships. (Id.)

In 2003, Castlerock Development, Inc. (“Castlerock”) purchased a lifetime membership for $50,000, which it paid off in $5,000 installments over ten years. The membership included annual privileges such as: (1) four seats in the Heritage Foundation balcony to all concerts/shows; (2) a $250 VIP concert/ticket package; (3) additional fair tickets and carnival wristbands; and (4) access to two air-conditioned hospitality suites with a no-host bar and complimentary hors d’oeuvres (“Skybox Membership”). (FAC, Att