Goins 8: Associates PLC I970 Broadway, Suite 260, Oakland, Caiifomia 94612 Te}. {510) 663?3700; Fax (510) 663?3710 ix) but pa r?a- h?u I-~x pus we l?vVERNON C. II (SBN 195461) YASMIN GILANI (SBN 240830) GOINS ASSOCIATES A Professionai Law Corporation 1970 Broadway, Suite 260 OakIand, CA 94612 Telephone: (510) 6636700 Facsimile: (510) 663-3710 Email: Attorneys for Plaintiff STEAM LABS, INC. ELECTRONICALLY FILED Superior Court of Catffornfa, County of San Francisco 07/ 20/ 2018 Clerk of the Court ALEGRE Deputy lClerk SUPERIOR COURT OF CALIFORNIA COUNTY OF SAN FRANCISCO UNLIMITED CIVIL JURISDICTION STEAM LABS, INC, a California corporation, Piaintiff, MASASHI TAKAHASHI, an individual; MARGARET TAKAHASHI, an individual; BRET TODOROFF, an individual; SEAN DEVRIES, an individual; HBSF, INC, a California corporation, d/b/a HUMBOLDT and DOES 1-50, inclusive, Defendants. Case No. PLAINTIFF STEAM LABS, SECOND AMENDED COMPLAINT FOR DECLARATORY RELIEF, BREACH OF CONTRACT, SPECIFIC PERFORMANCE, FRAUD, NEGLIGENT MISREPRESENTATION, NEGLIGENCE, BREACH OF THE COVENANT OF QUIET ENJOYMENT, WRONGFUL EVICTION, UNFAIR BUSINESS PRACTICES, INTENTIONAL INTERFERENCE WITH BUSINESS RELATIONS, NEGLIGENT INTERFERENCE WITH BUSINESS RELATIONS, TRESPASS, TEMPORARY RESTRAINING ORDER, PRELIMINARY AND PERIVIANENT INJ UN CTIVE RELIEF, INTENTIONAL INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE, AND NEGLIGENT INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE PLAINTIFF STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs, Inc. v. Takahashi et aI, (San Francisco County Superior Court Case No. 785) .. 1 Gains 8: Associates PLC i976 Broadway, Suite 260, Oakland, Caiifornia 94612 Te}. (510) 663?3700; Fax (510) 663?3710 ix) but i?a r?a- h?u i-~INTRODUCTION COMES NOW Plaintiff STEAM LABS, 1N0, a California corporation, and complains against Defendants MASASHI TAKAHASHI, an individual; MARGARET TAMHASHI, an individual; BRET TODOROFF, an individual; SEAN DEVRIES, an individual; HBSF, INC, a California corporation, d/b/a HUMBOLDT and DOES 1-50, and each of them, (hereinafter eoliectiveiy referred. to as ?Defendants?) as follows: THE PARTIES 1. Plaintiff STEAM LABS, INC. (hereinafter referred to as ?Plaintiff or ?Steam Labs?) is a corporation duly organized and existing under the laws of the State of California, with its principal place of business in the City and County of San Francisco, California. Plaintiff is, and at ali iimes mentioned herein was, the tenant and in iawfui possession of the premises commonly known as 3185 Mission Street, San Francisco, California 94110 (hereinafter referred to as the ?Premises?). 2. Defendant MASASHI TAKAHASHI is one of two comowners of the real property commonly known as 3183?3185 Mission Street, San Francisco, California 941 10 (hereinafter referred to as the ?Subject Property?), which includes the Premises Plaintiff leased. Plaintiff is further informed and beiieves and thereon aileges that, at all times herein mentioned, Defendant MASASHI TAKAHASHI is, and was, an individuai residing in the City and County of San Francisco, California, and was an owner, user, hirer, operator, manager, representative, agent, or holder of liens on the Premises or of some right, or otherwise represented himself as having title or interest in the Premises. 3. Plaintiff is informed and believes and thereon alleges that, at all times herein mentioned, Defendant MARGARET TAKAHASHI (Defendants MASASHI TAKAHASHI and MARGARET TAKAHASHI are hereinafter oolieetively referred to as ?the akahashis?) is, and was, a co-owner of the Subject Property, which includes the Premises Plaintiff leased. Plaintiff is further informed and believes and thereon alleges that, at all tirnes herein mentioned, Defendant MARGARET TAKAHASHI is, and was, an individual residing in the City and County of San Francisco, Caiifornia, and was an owner, user, hirer, operator, manager, PLAENTIFF STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs, Inc. v. Takahashi et at, (San Francisco County Superior Court Case No. 785) .. 2 Goins 8: Associates PLC i976 Broadway, Suite 260, Oakland, California 94612 t-dh-?h-v-iw-Jr?? Ox Tel. (510) 663?3700; Fax (510) 663?3710 ru? LA 00 representative, agent, or holder of liens on the Premises or of some right, or otherwise represented herself as having title or interest in the Premises. 4. Plaintiff is informed and believes and thereon alleges that Defendant BRET TODOROFF (hereinafter referred to as ?Todoroff") is an individual residing in the County of Humboldt, California, and is a member of "Defendant HBSF, INC, a California corporation, d/h/a HUMBOLDT BROTHERS. 5. Plaintiff is informed and believes and thereon alleges that Defendant SEAN DEVRIES (hereinafter referred to as ??DeVries?) is an individual residing in the City and County of San Francisco, California. 6. Plaintiff is informed and believes and thereon alleges that, at all times mentioned herein, Defendant HBSF, NC, a California corporation, d/b/a HUMBOLDT BROTHERS (hereinafter referred to as ?Humboldt Brothers?) is a California corporation duly organized and existing under the laws of the State of California, With its principal place of business in the City of Garberville, County of Humboldt, California. 7. The true names and capacities, whether individual, corporate or otherwise, of DOES 1 through 50 are, at this time, unknown to Plaintiff, Who therefore sires said defendants by such ?ctitious narnes. Plaintiff will seek leave of Court to amend this Complaint to re?ect their true names and capacities when the same have been ascertained. Plaintiff is informed and believes and thereon alleges that each of said defendants is responsible in some manner for the events and injuries described herein and caused damages thereby to Plaintiff as alleged herein. 8. Plaintiff is informed and believes and thereon alleges that at all times mentioned herein, each and every defendant was the predecessorwinwinterest, successorwinwinterest, agent, counselor, employee, servant, partner, franchisee and/or joint venturer of each of its co- defendants, and in doing the actions hereinafter mentioned, was acting Within the scope of its authority within such agency, employment, counseling, service, partnership, franchise and joint venture and with the permission and consent of each co-defendant. 9. Plaintiff is informed and believes and thereon alleges that at all times mentioned herein, all of the defendants acted in concert With the other defendants named in this Complaint PLAENTIFF STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs, Inc. v. Takahasni et at (San Francisco County Superior Court Case No. 785) Goins 8: Associates PLC i970 Broadway, Suite 260, Oakland. Caiifornia 94612 Te}. {510) 663?3700; Fax (510) 663?3710 ix) but i?a r?a- h?u I-~the wrongful and improper activities alleged and, therefore, are responsible for the damages as aileged by Plaintiff. Plaintiff is further informed and believes, and thereon alleges, that at ail times mentioned herein, each defendant named in this Complaint was the agent and/ or employee of each of the remaining defendants, was acting within the purpose and scope of said agency and employment, and acted in concert for the purpose of injuring Plaintiff as aiieged herein. 10. Plaintiff is informed and believes, and thereon alleges, that, at all times mentioned herein, the defendants have pursued a common course of conduct, acted in concert with, and conspired with each other, and have aided and abetted one another to accomplish the wrongs complained of herein. JURISDICTION AND VENUE 11. This action arises under California law and the amount in controversy exceeds $25,000. 12. Jurisdiction is proper pursuant to Code of Civil Procedure sections 410.10, 410.50, and 1060. This Court has jurisdiction over the deciaratory judgment claims under Code of Civil Procedure section 1060. Furthermore the terms of the contract at issue provide that it shall be governed, construed, and interpreted by the laws of the State of California. 13. Venue in San Francisco County is appropriate under Code of Civil Procedure section 395(a) because Defendants? obligations and liability arise in this county; the Lease Agreement between the parties was executed in this county; and, upon information and belief, Defendants conduct business in this county. GENERAL ALLEGATIONS 14. On or around Eecernber 20, 20} 5, Plaintiff entered into a commercial Lease Agreement to lease the Premises from the Takahashis for a five-year term (hereinafter referred to as the ?Lease Agreement?). A true and correct copy of the Lease Agreement is attached hereto as Exhibit A and incorporated herein by reference as if set forth in full. The Lease Agreement is between Plaintiff, listed as ?Steam Labs, Inc. (?Tenant?), a California Corporation,? and the Takahashis, listed as ?Takahashi 15. Pursuant to the terms of the Lease Agreement, the Takahashis are the landiords of PLAENTIFP STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs: Inc. v. Takahashi et at, (San Francisco County Superior Court Case No. 785) .. 4 - Goins 8: Associates PLC ?970 Broadway, Suite 260, Oakland. Caiifornia 94612 t?dh-?h?iw-Jr?? Ox Te}. {510) 663?3700; Fax (510) 663?3710 ru? LA 00 the Premises and act as each other?s agent. 16. Paragraph 21 of the Lease Agreement provides that ?Landlord shali not unreasonably withhold or delay its consent with respect to any matter for which Landlord?s consent is required or desirable under this Lease.? 17. Paragraph 5 of the Lease Agreement requires that ?Tenant shall not sublease or any part of the Lease Premises. Tenant reserves the right to assign this Lease, in whoie or in part, with the Landlord?s consent. Landlord has not consented to any such assignment.? 18. Paragraph 12 of the Lease Agreement requires that ?Tenant has the right of ?rst refusal for any purchase offer made for the Building. Tenant shall have 30 days after Landlord has been presented with any written offer to purchase the Building, to present Landlord with Tenant?s own written offer to purchase the building for an amount greater than or equal to the other offer.? 19. Paragraph 24 of the Lease Agreement requires that any prevailing party in an action to enforce its terms be entitled to all reasonable attorneys? fees and costs. 20. Plaintiff leased the Premises for the purpose of operating a medical cannabis dispensary. Plaintiff fully disclosed its intention and purposes to the Takahashis before entering into the Lease Agreement. Defendants did not raise any disapproval of this type of business, nor did they state that they wouid deciine consent to permits for such type of business before entering into the Lease Agreement with Plaintiff. 21. Since 2005, the City and County of San Francisco has provided a permitting process to operate medical cannabis dispensaries in the area. (It is codified as the San Francisco Medical Cannabis Act, S.F. Public Health Code, Ar. 33, 330l et seq.) The City and County of San Francisco authorizes the operation of a medical cannabis dispensary when the conditions and requirements are met, including obtaining the zoning and permit approvals pursued by Plaintiff. (See San Francisco Police Code, Ar. 16, 1600 et seq.) 22. On or around January 26, 2016, Plaintiff obtained zoning approval to operate a medical cannabis dispensary at the Premises from the City and County of San Francisco. The Takahashis provided their authorization as required for the approval, further demonstrating their PLAENTIFP STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs. Inc. v. Takahashi et at. (San Francisco County Superior Court Case No. 785) .. 5 - Goins 8: Associates PLC ?976 Broadway, Suite 260, Oakland Caiifornia 94612 t?dP-?b-v-iw-JF?? Ox Te}. {510) 663?3700; Fax (510) 663?3710 ru? LA 00 awareness of Piaintiff? purposes and intent to operate a medical cannabis dispensary. 23. Ptaintiff continued the process of estab'iishing the medical cannabis dispensary by applying for a business permit with the City and County of San Francisco for the medical cannabis dispensary, as well as making improvements costing tens of thousands of dollars at the Premises, such as installing plumbing and making the Premises ADA?compliant. 24. During this time period, the initial plan was for New Bernal Heights, Inc. (hereinafter referred to as ?New Bernai?) to proceed as the operating entity for the dispensary. This process wouid involve Stearn Labs assigning its rights to New Bernal in order for New Bernal to have a right to operate the dispensary in the Premises. 25. In furtherance of this initial pian, Sean Killen, Steam Labs? President and CEO (hereinafter referred to as ??Killen?), created a document for the purpose of completing an assignment of Steam Labs? leasehoid interest to New Bernal. Kilien aiso filed an application for the purpose of securing legal rights for New Bernal to operate a dispensary in the Premises. 26. However, before Killen was able to finaiize and complete a legally enforceable assignment between Steam Labs and New Bernal, Killen became aware of inconsistencies and developed concerns about self?dealing and other concerns involving parties Who had become with New Bernal, including DeVries. 27. Kitten had not yet obtained the written authorization needed from Takahashi for an assignment to New Bernal to become iegally effective and binding. Additionaiiy, Killen decided that it would not be appropriate for New Bernal to proceed with an assignment from Steam Labs, and there was no need to pursue the requisite approval from the Takahashis. was unwilling to continue pursuits ofa permit on behalf of New Berna] because of the legal concerns he developed. He decided to end his relationship with New Bernal and to take a different route With respect to the dispensary. 28. In or around May 2017, the Takahashis, though their attorneys, provided a written demand stating that they had not provided any consent for Steam Labs to assign any of its leasehold rights to New Bernai. Indeed, the Takahashis made it ciear that they were denying any request or intent for Steam Labs to assign its rights to New Bernal, and deemed any such efforts PLAENTIFF STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs. Inc. v. Takahasni ct at. (San Francisco County Superior Court Case No. 785) .. 6 - Goins 8: Associates PLC i976 Broadway, Suite 260, Oakland. Caiifornia 94612 t?dP-?b-v-iw-JF?? Ox Tet. {510) 663?3700; Fax (510) 663?3710 ru? LA 00 to be a breach of the Lease Agreement. The Takahashis demanded that Steam Labs provide written confirmation that there was no assignment to New Berna], and that any prior purported assignment was revoked. Steam Labs performed as demanded, and the Takahashis accepted Steam Labs? written revocation as satisfaction for any potential breach of the Lease Agreement and agreed to continue with Steam "Labs as their tenant. 29. During this time period, Steam Labs informed the Takahashis that it needed to proceed with its dispensary plans and would do so through a different entity. Steam Labs asked the Takahashis to con?rm that they would provide the requisite consent needed for the permit. The Takahashis did not immediately con?rm that they would comply as expressly required in the Lease Agreement. Instead, the Takahashis informed Steam Labs that they had an offer for the purchase of the Subject Property, and provided notice of Piaintiff? 5 rights and opportunities pursuant to the Right of First Refuse} in the Lease Agreement. 30. Defendants misrepresented the realities of this so-called purchase offer because the offer was not a true re?ection of a bona ?de purchase offer designed to close pursuant to any reliable escrow terms. The alleged purchase price was more than twice the potential appraisal vaiue of the Premises, and the Takahashis were aware of this fact. Further, Plaintiff is informed and believes and thereon alleges that Todoroff, DeVries and Humboldt Brothers were behind the alleged pending purchase offer for the Premises, and planned and intended to artificiaiiy in?ate the purchase price of the Premises in order to prevent Plaintiff from being able to exercise its right of first refusal to purchase the Premises. 3 i. Piaintiff is informed and believes and thereon alleges that, during this time period Todoroff and DeVries misrepresented to the Takahashis that Plaintiff lacked the necessary resources and experience to own and operate a cannabis dispensary, would not be able to get a permit to operate a cannabis dispensary at the Premises. Plaintiff is further informed and believes and thereon alleges that Todoroff and DeVries represented that Humboidt Brothers would be able to secure a pennit to operate a cannabis dispensary at the Premises, with the support of the Takahashis. 32. Piaintiff is informed and believes and thereon alleges that, following DeVries and PLAENTIFF STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs. Inc. v. Takahashi et ai. (San Francisco County Superior Court Case No. 785) .. 7 Goins 8: Associates PLC ?970 Broadway, Suite 260, Oakland, California 94612 t-dh-?h-v-iw-Jr?? Ox Te}. {510) 663?3700; Fax (510) 663?3710 ru? LA 00 Todoroff? misrepresentations to the Takahashis, all Defendants entered into a conspiracy to deprive Plaintiff of its leasehold rights in the Premises so that the Takahashis, DeVries and Todoroff could bene?t themselves. Speci?cally, Plaintiff is informed and believes and thereon alleges that Defendants agreed as foliows: DeVries and Todoroff would serve as a ?straw buyer? of the Premises, and purport to purchase the Premises for a price that was more than twice its appraisal value, and also institute improper eviction proceedings against Killen and Joseph Noble (hereinafter referred to as ?Noble?) in order to prevent Plaintiff from exercising its right of ?rst refusal to purchase the Premises, and so that DeVries, Todoroff and Humboldt Brothers could open, occupy and operate their own cannabis dispensary at the Premises, and pay rent to the Takahashis. 33. Steam Labs execated its purchase option by bringing in investors and raising the funds needed to purchase the Premises at the in?ated price of $3,000,000. But, as the deal was set to close, DeVries and Todoroff, in furtherance of the conspiracy to deprive Piaintiff of its leasehold rights in the Premises and take the Premises for themselves, sent threatening communications to Steam Labs? investors and scared them away from the deal on the eve of closing. Speci?caliy, on or about Aagust 29, 2018, DeVries and Todoroff?s representative threatened to sue Steam Labs? investor, relying on the improper eviction that never included Plaintiff. 34. The Takahashis then began ignoring all communications from Plaintiff regarding the purchase of the ect Property, the Lease Agreement, providing the consent needed for Steam Labs to continue pursuit of its permit, renewal of the Lease Agreement, and anything else Steam Labs attempted to discuss. 35. The Takahashis, while continuing to refuse to provide the written consent at issue herein and, in furtherance of the conspiracy referenced above, signed a declaration that interfered with Steam Labs? ability to complete the process for obtaining a permit to operate a cannabis dispensary in the Premises. Speci?cally, Masashi Takahashi wrote a declaration in support of evicting Sean Killen and Joseph Noble from the Premises. Notably, this eviction proceeding did not name or even reference Steam Labs or the Lease Agreement it had with the Takahashis, and PLAENTIFF STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs Inc. v. Takahashi ct at (San Francisco County Superior Court Case No. 785) .. 8 Goins 8: Associates PLC ?976 Broadway, Suite 260, Oakland? Caiifornia 94612 Te}. {510) 663?3700; Fax (510) 663?3710 ix.) but i?a r?a- h?u i-~neither Killen nor Nobie have ever been in a tenancy relationship with the Takahashis. Instead, the Takahashis, DeVries and Todoroff frauduiently duped the Court into entering an Order evicting non?tenants. Plaintiff is informed and believes and thereon alleges that, to date, the Takahashis have not instituted formai legal proceedings to evict Plaintiff from the Premises. 36. DeVries and Todoroff then took the unlawful detainer judgment against Killen and Noble to the San Francisco Planning Committee and represented. that they had a possessory right in the Premises. The Takahashis, of coarse, continued to support this falsehood while ignoring Steam Labs as its tenant under the Lease Agreement. Masashi Takahashi was untruthful in his declaration by stating that New Berna] had a property interest in the Premises after previously expressly repudiating any such right and demanding reassurance that Steam Labs had not given any legal rights to New Bernal to occupy the Premises. 37. In the meantime, the Takahashis continued ignoring ali communications from Steam Labs with respect to the Premises. The Takahashis hired the same attorneys that represent New Bernal to respond to Steam Labs? efforts to proceed with its leasehold rights. These same attorneys handled the frandulent eviction of non?tenant individuais Killen and Noble, they are the same attorneys representing the Takahashis in these proceedings, and they somehow purport to represent the same New Bernal entity that Killen created in 2016. 38. In failing to respond to Plaintiff? 3 requests for written. consent, Defendants have breached the Lease Agreement, interfered with Plaintiff? plan to purchase the Premises, and obstructed Plaintiffs business plans to obtain its cannabis permit, despite Plaintiff having obtained the zoning approvals from the City and County of San Francisco and having invested tens of thousands of dollars into the Premises. 39. As the proceedings continue in this case, the Takahashis continue to provide support to DeVries, "Fodoroff and Humboldt Brothers to obtain a medical cannabis dispensary permit to operate in the Premises in which Steam Labs continues to have a leasehold interest. 40. The Takahashis have expressly and tacitly conveyed to the City and County of San Francisco that another party has a lease just hke Steam Labs to operate in the same space Steam Labs has paid for and occupied since signing the Lease Agreement. PLAENTIFF STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs. Inc. v. Takahashi ct at, (San Francisco County Superior Court Case No. 785) .. 9 - Goins 8: Associates PLC ?976 Broadway, Suite 260, Oakland, Caiifomia 94612 Tel. {510) 663?3700; Fax (510) 663?3710 ix) but i?a i?a- t?d I-~about September 2017, the Takahashis changed the looks at the Subject Premises, forcing Plaintiff to involuntarily vacate the Premises. Further, Plaintiff is informed and believes and thereon alleges that the Takahashis have leased the Premises including the tens of thousands of dollars of improvements thereon made by Plaintiff to DeVries, Todoroff and Humboldt Brothers, and the Takahashis have coiiected rent from them, despite Plaintiff? valid leasehold interest in the Premises by virtue of the Lease Agreement. 42. Defendants? conduct has precluded Steam Labs from. being able to present a current application for a dispensary, thereby causing Steam Labs to lose the value and bene?t of the investment made for using the space, including tens of thousands of dollars in improvements, security equipment, rent paid, and other sunk costs. 43. Defendants? has also prevented Steam Labs from generating any dispensary revenue. 44. Plaintiff has duly performed all conditions, covenants, and promises required to be performed by it under the Lease Agreement in accordance with its terms and conditions, except for those acts that have been prevented, delayed, or excused by acts or omissions of the Takahashis. 45. Plaintiff is, and was, entitled to the quiet and undisturbed possession of the Premises and Plaintiff remained in possession of the Premises until the acts of the Takahashis caused it to involuntarily vacate. 46. The duties of the Takahashis, as Plaintiff? landlord, include: the duty to respond to requests for written consent under the Lease Agreement; a duty of care, as property seliers, to Plaintiff who was an interested buyer and had a right of ?rst refusal under the Lease Agreement; the duty to refrain from interfering with Plaintiff?s use and quiet enjoyment of the Premises; the duty to refrain from annoying and vexing Plaintiff; the duty to exercise reasonable care in protecting Plaintiff?s quiet PLAENTIFF STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs, Inc. v. Takahashi ct at. (San Francisco County Superior Court Case No. 785) - it) .. Goins 8: Associates PLC i976 Broadway, Suite 260, Oakland, Caiifornia 94612 Te}. {510) 663?3700; Fax (510) 663?3710 ix) but i?a i?a- i?a I-~enjoyment of the Premises; the duty not to seek or endeavor, directly or indirectly, to recover possession of Plaintiff tenancy or actually recover possession of Plaintiff? tenancy, unless and untii a valid cause or notice existed; and the duty to deal fairly and in good faith. 47. The Takahashis breached. each of the above duties by their acts and omissions as alleged herein, and, as proximate result of said acts and omissions, Plaintiff has not been able to obtain the permit to operate the cannabis dispensary, has lost the ability to purchase the Premises, and was involuntarily forced to vacate the Premises, thereby losing the use of the Premises for the operation of its business. 48. Defendants, and each of them, jointly and severally engaged in coercive, deceitful, duplicitous and vexing all in an effort designed to impede Plaintiff ability to obtain a permit to operate the cannabis dispensary, prevent Plaintiff from purchasing the Premises, and cause Plaintiff to vacate the Premises and lose the benefit of conducting its business. 49. As a proximate result of Defendants? wrongful acts, Plaintiff has had to pay attomeys? fees, has lost the use of the Premises for its business, and has suffered a great deal of cost, expense and inconvenience. 50. By way of this lawsuit, Plaintiff seeks monetary damages for the money it has lost, and the money it has been prevented from making as a direct result of Defendants? conduct. 5 l. By way of this lawsuit, Plaintiff seeks an order compelling the Takahashis to comply with their contractual obligations in the Lease Agreement and provide the consent Plaintiff needs to proceed with. its application. 52. By way of this lawsuit, Plaintiff seeks an order compelling Defendants to discontinue their injurious behavior, including conspiring with each other to misrepresent the truth to the City and County of San Francisco regarding Plaintiff? leasehold interest in the Premises, and engaging in any conduct that interferes with Plaintiffs ability to occupy, use and enjoy the Premises. PLAENTIFP STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs Inc. v. Takahashi et at. (San Francisco County Superior Court Case No. 785) -31- Goins 8: Associates PLC i976 Broadway, Suite 260, Oakland California 94612 Wh??h?ih?dr?? Ox Tei. {510) 663?3700; Fax (510) 663?3710 ruthis lawsuit, Plaintiff seeks an order declaring and con?rming its right to purchase the Premises as outlined in the Lease Agreement. FIRST CAUSE OF ACTION Declaratory Relief (Against the Takahashis) 54. Plaintiff re?alleges and incorporates paragraphs 1 through 53 of this Complaint as though fully set forth herein. 55. An actual controversy exists between the parties regarding the rights and liabilities under the Lease Agreement as a result of the Takahashis? failure and refusal to take any steps necessary to comply with the Lease Agreement, including failing to allow Plaintiff unfettered access to the Premises and failing to provide the required consent for Plaintiff to proceed forward with the cannabis permit application. 56. Any person claiming rights under a contract or under a written instrument may bring an action for declaration of his rights and duties with respect to another. (Code Civ. Proc. 1060.) Such judicial declaration is necessary at this time in order to resolve the dispute between the parties. Plaintiff is informed and believes and thereon alleges that the Takahashis have taken a position contrary to Plaintiff and in such a manner as to impede Plaintiff?s rights under the Lease Agreement. The Takahashis? continued actions will result in irreparable harm to Plaintiff as Plaintiff has invested thousands of doiiars into the business and the Premises that wiil be lost if the Takahashis continue to obstruct the pending permitting process. 57. Piaintiff will suffer irreparable harm if the Takahashis continue to refuse to respond to requests for written consent, because Piaintiff will continue to be prevented from opening and operating the medical. cannabis dispensary, benefitting from the zoning approval already received, benefitting from the thousands of doiiars invested into the business and the Premises, and ultimately benefitting from the Lease Agreement. Plaintiff will suffer further irreparable harm if the Takahashis are allowed to pursue sale of the Premises while ignoring Plaintiff? 3 requests and without honoring Plaintiff right of first refusal pursuant to Paragraph 12 of the Lease Agreement, because Plaintiff will be prevented from benefitting from the Lease PLAENTIFP STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs: Inc. v. Takahashi ct at (San Francisco County Superior Court Case No. 785) 12 .. Goins 8: Associates PLC i976 Broadway, Suite 260, Oakland, Caiifornia 94612 Te}. {510) 663?3700; Fax (510) 663?3710 ix) ha i?a r?a- h?u t?a I-~Agreement, benefitting from its investments and those of investors it recruited, and opening and operating a medical cannabis dispensary. 58. By reason of the foregoing controversy, Plaintiff respectfully requests that the Court make a judiciai determination that: Plaintiff has the right to operate a medical cannabis dispensary at the Premises in its chosen business name; the Takahashis must timely provide written consent required and needed for Plaintiff to establish and operate its business on the Premises; and the Takahashis must honor and allow Plaintiff? 5 right of first refusal to purchase the Premises. WHEREFORE, Plaintiff prays for judgment as set forth below. SECOND CAUSE OF ACTION Breach of Contract (Against the Takahashis) 59. Piaintiff re?alleges and incorporates paragraphs 1 through 58 of this Complaint as though fully so forth herein. 60. On or about December 20, 2015, the Takahashis leased to Plaintiff the Premises under the Lease. The term of the tenancy was five years. 61. The Lease Agreement constitutes the entire agreement between Plaintiff and the Takahashis. The purpose of Plaintiff entering into the Lease Agreement is to estabiish and operate a medical cannabis dispensary. At all times, the Takahashis were fully aware of this purpose and intent, as evidenced by their issuance of prior authorization in the zoning approval process with the City and County of San Francisco. 62. Plaintiff has duly performed ali conditions, covenants, and promises required to be performed by it under the Lease Agreement in accordance with its terms and conditions, except for those acts that have been prevented, delayed, or excused by acts or omissions of the Takahashis. 63. Plaintiff now needs to secure an operating permit from the City and County of San Francisco. Plaintiff has requested the Takahashis? written approval for the permit numerous times in writing, telephonicaiiy, and through its counsel; however, to date, the Takahashis have PLAENTIFF STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs, Inc. v. Takahashi ct at, (San Francisco County Superior Court Case No. 785) 13 .. Goins 8: Associates PLC ?976 Broadway, Suite 260, Oakland, Caiifornia 94612 Te}. {510) 663?3700; Fax (510) 663?3710 ix) but pa r?a- h?u I-~failed to respond. 64. The Takahashis are bound to the Lease Agreement as the landlords and must not unreasonably withhold or delay their consent for any matter in which consent is required pursuant to Paragraph 21 of the Lease Agreement. 65. The Takahashis continue to ignore Plaintiff? 3 requests as they attempt to sell the Premises for an in?ated value based on the zoning approval Plaintiff secured. Upon information and belief, the Takahashis have engaged in. repeated efforts to negotiate the sale of the Premises, valued at $1.7 million, for a sale of $3 million. Upon. information and belief, the Takahashis? sale attempts have not resulted in a completed transaction. 66. The Takahashis? failure to respond to any of Plaintiffs requests for written consent for months is anreasonabie delay. The Takahashis? Withholding of consent is unreasonable because they have been fully aware of Plaintiff purpose and intent and have provided prior consent in the zoning application process. The Takahashis? failure and refusal is a material breach of the Lease Agreement. 67. In addition, in or about September 20 i 7, the Takahashis farther breached the Lease Agreement by changing the locks on the Premises and retaking possession of the Premises, in violation of Piaintiff?s rights under the Lease Agreement. 68. As a direct and proximate result of the Takahashis? breaches of the Lease Agreement, as alleged herein, Plaintiff has been damaged in an amount to be proven at the time of trial, in a sum no less than excess of the jurisdictional amount of this Court. 69. The Lease Agreement entitles the prevailing party to its attorneys? fees and costs. Accordingly, Piaintiff is entitied to its attorneys? fees and costs in bringing this action. WHEREFORE, Plaintiff prays for judgment as set forth below. THIRD CAUSE OF ACTION Speci?c Performance (Against the Takahashis) 70. Piaintiff remalleges and incorporates paragraphs 1 through 69 of this Complaint as though ?illy set forth herein. PLAENTIFF STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs, Inc. v. Takahashi et at, (San Francisco County Superior Court Case No. 785) 14 .. Goins 8: Associates PLC ?976 Broadway, Suite 260, Oakland, Caiifornia 94612 Tel. {510) 663?3700; Fax (510) 663?3710 ix.) but i?a r?a- h?u I-~71. Plaintiff has fully performed under the Lease Agreement. 72. The Takahashis are bound to the Lease Agreement as the landlords and must not unreasonably withhold or delay their consent for any matter in which consent is required pursuant to Paragraph 21 of the Lease Agreement. 73. Plaintiff now needs to secure an operating permit from the City and County of San Francisco. Plaintiff has requested the Takahashis? written approval for the permit numerous times in writing, telephonically, and through its counsel. 74. The Takahashis? failure to respond to any of Plaintiff? 3 requests for months is unreasonable delay. The Takahashis? withholding of consent is unreasonable because they have been fully aware of Plaintiff? purpose and intent and have provided prior consent in the zoning application process. Defendants? failure and refusai is a material breach of the Lease Agreement. 75. Plaintiff will suffer irreparable harm if the Takahashis continue to refuse to respond to requests for written consent, because Plaintiff will continue to be prevented from opening and operating the medical cannabis dispensary, bene?tting from the zoning approval already received, benefitting from the thousands of doiiars invested into the business and the Premises, and ultimately benefitting from the Lease Agreement. Plaintiff will suffer further irreparable harm if the Takahashis are allowed to pursue sale of the Premises while ignoring Plaintiff? 8 requests and without honoring Plaintiff 3 right of first refusal pursuant to Paragraph 12 of the Lease Agreement. 76. Plaintiff requests the Court enter an order compelling the Takahashis? speci?c performance under Paragraph 21 to provide its required and needed consent for Plaintiff?s permit application with the City and County of San Francisco. WHEREFORE, Plaintiff prays for judgment as set forth below. FOURTH CAUSE OF ACTION Fraud (Against Ail Defendants) 77. Plaintiff remalleges and incorporates paragraphs 1 through 76 of this Complaint as though fully set forth herein. PLAENTIFF STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs, Inc. v. Takahashi et at. (San Francisco County Superior Court Case No. 785) - 15 .. Goins 8: Associates PLC ?976 Broadway, Suite 260, Oakland, Caiifornia 94612 Te}. {510) 663?3700; Fax (510) 663?3710 ix) ha r?a r?a- h?u I-~Plaintiff is informed and believes and thereon alleges that Defendants entered into a conspiracy to deprive Plaintiff of its leasehold rights in the Premises so that the Takahashis, DeVries and Todoroff could bene?t themselves. In furtherance thereof, Masashi Takahashi wrote a declaration in support of evicting Sean Killen and Joseph Nobie from the Premises. Notably, this eviction proceeding did not name or even reference Plaintiff or the Lease Agreement it had with the Takahashis, and neither Killen nor Noble have ever been in a tenancy relationship with the Takahashis. 79. Thereafter, DeVries and Todoroff took the unlawful detainer judgment against Killen and Noble to the San Francisco Planning Committee and represented that they had a possessory right in the Premises. The Takahashis supported this falsehood while ignoring Steam Labs as its tenant under the Lease Agreement. 80. At the time of the representations, Defendants knew of their falsity. 81. Defendants intended for the San Francisco Planning Committee to reiy on their misrepresentations to induce it to reject Plaintiff?s application for a cannabis permit. These misrepresentations were further designed to prevent Plaintiff from purchasing the Premises, interfere With Plaintiff?s business, and prevent Plaintiff from operating its business at the Premises, to Defendants? benefit and Plaintiff? detriment. 82. The San Francisco Pianning Committed relied on Defendants? representations, and refrained from awarding Plaintiff the permit to operate the cannabis dispensary. Such reliance was justified and reasonable given all facts and circumstances. 83. As a resuit of Defendants? misrepresentations, Plaintiff was harmed in the form of lost business profits, loss of use of the Premises, additionai expenses from Plaintiff being forced to take other actions including litigation regarding the Lease Agreement instead of attending to its business, loss of goodwill due to the uncertainties attached to the Premises, and other and further damages consequent to the above-described fraud, according to proof. 84. The reitance on Defendants? misrepresentation was a substantial factor in causing the harm suffered by Plaintiff. 85. Defendants? acts were undertaken for improper purposes as aileged above and PLAENTIFF STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs Inc. v. Takahashi ct at. (San Francisco County Superior Court Case No. 785) 36 .. Goins 8: Associates PLC i976 Broadway, Suite 260, Oakland, California 94612 Te}. {510) 663?3700; Fax (510) 663?3710 ix) but i?a r?a- h?u I-~were willful, wanton, deliberate, maiicions, oppressive, despicable, in conscious disregard of Plaintiffs rights, and were designed and intended to cause, and did in fact cause, Plaintiff to suffer economic injury and therefore justify the awarding of substantial exemplary and punitive damages. WHEREFORE, Plaintiff prays for judgment as set forth below. FIFTH CAUSE OF ACTION Negligent Misrepresentation (Against Ail Defendants) 86. Plaintiff rewalleges and incorporates paragraphs 1 through 85 of this Complaint as though fully set forth herein. 87. Piaintiff is informed and believes and thereon alleges that Defendants entered into a conspiracy to deprive Plaintiff of its leasehold rights in the Premises so that the Takahashis, DeVries and Todoroff could bene?t themselves. In furtherance thereof, Masashi Takahashi wrote a declaration in support of evicting Sean Killen and Joseph Noble from the Premises. Notably, this eviction proceeding did not name or even reference Plaintiff or the Lease Agreement it had With the Takahashis, and neither Killen nor Noble have ever been in a tenancy relationship with the Takahashis. 88. Thereafter, DeVries and Todoroff took the unlawful detainer judgment against Killen and Noble to the San Francisco Planning Committee and represented that they had a possessory right in the Premises. The Takahashis supported this falsehood while ignoring Steam Labs as its tenant under the Lease Agreement. 89. At the time, the representations were not true and Defendants had no reasonable grounds to believe they were true. 90. Defendants intended for the San Francisco Planning Committee to reiy on their misrepresentations to induce it to reject Piaintiff?s application for a cannabis permit. These misrepresentations were farther designed to prevent Plaintiff from purchasing the Premises, interfere with Plaintiff?s business, and prevent Plaintiff from operating its business at the Premises, all to Defendants" benefit and Plaintiff? detriment. PLAENTIFF STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs, Inc. v. Takahashi et at, (San Francisco County Superior Court Case No. 785) 37 .. Goins 8: Associates PLC i976 Broadway, Suite 260, Oakland California 94612 Te}. {510) 663?3700; Fax (510) 663?3710 ix) but i?a r?a- h?u I-~91. The San Francisco Pianning Committee relied on Defendants? representations, and refrained from awarding Plaintiff the permit to operate the cannabis dispensary. Such reliance was justified and reasonable given all facts and circumstances. 92. As a resuit of Defendants? misrepresentations, Piaintiff was harmed in the form of lost business profits, loss of use of the Premises, additional expenses from Plaintiff being forced to take other actions including litigation regarding the Lease Agreement instead of attending to its business, loss of goodwill due to the uncertainties attached to the Premises, and other and further damages consequent to the above?described fraud, according to proof. 93. The San Francisco Planning Committee?s reliance on Defendants? misrepresentations was a substantial factor in causing the harm suffered by Plaintiff. WHEREFORE, Plaintiff prays for judgment as set forth below. SIXTH CAUSE OF ACTION Negligence (Against the Takahashis) 94. Plaintiff re?alleges and incorporates paragraphs 1 through 93 of this Complaint as though fully set forth herein. 95. The Takahashis owed Plaintiff the foiiowing duties: the duty to respond to requests for written consent under the Lease Agreement; a duty of care, as property sellers, to Plaintiff who was an interested buyer and had a right of ?rst refusal under the Lease Agreement; the duty to refrain from interfering with Plaintiff?s use and quiet enjoyment of the Premises; the duty to refrain from annoying and vexing Plaintiff; the duty to exercise reasonable care in protecting Plaintiffs quiet enjoyment of the Premises; the duty not to seek or endeavor, directly or indirectly, to recover possession of Plaintiff?s tenancy or actually recover possession of PLAENTIFF STEAM LABS, SECOND AMENDED COMPLAINT Steam {Mazesa Inc. v. Takahasni et at, (San Francisco County Superior Court Case No. 785) i 18 .. Goins 8: Associates PLC ?970 Broadway, Suite 260, Oakland, California 94612 Te}. {510) 663?3700; Fax (510) 663?3710 ix) but i?a r?a- h?u t?d I-~Piaintiff? tenancy, unless and until a valid cause or notice existed; and the duty to deal fairly and in good faith. 96. The Takahashis failed to act in response to numerous requests from Plaintiff for their consent as landlords. The Takahashis further failed to act in response to Plaintiff? communications about purchasing the Premises after the Takahashis notified it of the opportunity to exercise its right of ?rst refusal. These failures Violate the duty of care owed to Plaintiff by the Takahashis. 97. A reasonable landlord and a reasonable property seller would not have acted as the Takahashis did. 98. Plaintiff was harmed in not obtaining the permit required to operate its intended business on the Premises, not benefitting from zoning approvals and other steps it had already taken to operate a business on the Premises, not bene?tting from its investment of thousands of dollars into the Premises and investments of others to raise the $3,000,000.00 purchase price, and being barred from exercising its right of first refusal pursuant to the Lease Agreement. 99. The Takahashis? negligent conduct was a substantial factor in causing Plaintiff harm. WHEREFORE, Plaintiff prays for judgment as set forth below. SEVENTH CAUSE OF ACTION Breach of the Covenant of Quiet Enjoyment (Against the Takahashis) 100. Plaintiff re?alleges and incorporates paragraphs 1 through 99 of this Complaint as though fully set forth herein. 101. In letting the Premises to Plaintiff, the Takahashis had, and continue to have, a duty to not interfere with Plaintiff? full use and enjoyment of the Premises. 102. As a direct result of the conduct of the Defendants, including but not limited to the Takahashis reletting the Premises to DeVries, Todoroff and Humboldt Brothers, and accepting rent from them, as alleged above, Befendants seriously disrupted Plaintiff? 8 use and quiet enjoyment of the Premises, and deprived Plaintiff of its quiet enjoyment of the Premises. PLAENTIFF STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs, Inc. v. Takahashi ct at, (San Francisco County Superior Court Case No. 785) 39 .. Goins 8: Associates PLC i970 Broadway, Suite 260, Oakland, California 94612 Tel. {510) 663?3700; Fax (510) 663?3710 ix) ha i?a r?Defendants have thus breached the covenant of quiet enjoyment as to Plaintiff. 103. As a direct result of Defendants? breach of the covenant of quiet enjoyment, Plaintiff has been prevented from using the Premises pursuant to the Lease Agreement. 104, As a further direct, proximate and foreseeable result of the conduct by Defendants, Plaintiff has suffered actual, special and general damages, including, but not limited to, lost pro?ts, additional expenses from Plaintiff being forced to negotiate and search for other commercial locations and take other actions regarding the Lease instead of attending to its business, loss of goodwill due to the uncertainties attached to the Premises caused by the Takahashis? intentional and deliberate conduct in wrongfully reletting the Premises and forcing Plaintiff to involuntarily abandon its tenancy. 105. The acts of Defendants were undertaken for improper purposes as alleged above and were willful, wanton, deliberate, malicious, oppressive, despicable, designed and intended to cause, and did in fact cause, Plaintiff to suffer economic injury and therefore justify the awarding of substantial exemplary and punitive damages. WHEREFORE, Plaintiff prays for judgment as set forth below. EIGHTH CAUSE OF ACTION (Wrongful Eviction) (Against the Takahashis) 106. Plaintiff re-?alleges and incorporates paragraphs 1 through l05 of this Complaint as though fully set forth herein. 107. On or about December 20, 2015, the Takahashis leased to Plaintiff the Premises under the Lease. The term of the tenancy was five years. 108. Plaintiff has duly performed all conditions, covenants, and promises required to be performed by it tinder the Lease in accordance With its terms and conditions, except for those acts that have been prevented, delayed, or excused by acts or omissions of the Takaliashis. 109. In or about September 2017, the Takahashis constructively evicted Plaintiff from the Premises by locking Plaintiff out of the Premises, retaking possession of and excluding Plaintiff from the Premises, and reletting the Premises to DeVries, Todoroff and Humboldt PLAENTIFP STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs, Inc. v. Takahashi ct at, (San Francisco County Superior Court Case No. 785) ,29, Goins 8: Associates PLC 1976 Broadway, Suite 260, Oakland, Caiifornia 94612 Te}. {510) 663?3700; Fax (510) 663?3710 ix) 1?4 pa r?a- h?u t-d pus we l?vBrothers. 1 10. As a resuit of the Ta'kahashis? breach of the Lease Agreement, Plaintiff has been damaged, in an amount according to proof, including, but not limited to: lost profits; additional expenses from Plaintiff being forced to take other actions including litigation regarding the Lease Agreement instead of attending to its business, loss of goodwill due to the uncertainties attached to the Premises, and other and further damages consequent to the above?described breach, according to proof. 111. The acts of the Takahashis were undertaken for improper purposes as alleged above and were wi11ful, wanton, deliberate, malicious, oppressive, despicable, in conscious disregard of Plaintiff? rights, and were designed and intended to cause, and did in fact cause, Plaintiff to suffer economic injury and therefore justify the awarding of substantial exemplary and punitive damages. WHEREFORE, Plaintiff prays for judgment as set forth below. NINTH CAUSE OF ACTION (Unfair Business Practices Business Professions Code 17269 et seq.) (Against the Takahashis) 1 12. Piaintiff reualleges and incorporates paragraphs 1 through 1 1 1 of this Complaint as though fully set forth. herein. 113. Plaintiff is informed and believes and thereon alleges that the Takahashis own, manage arid/or operate the Premises for the purpose of renting the Premises to the public at Iarge. Plaintiff, in bringing this cause of action, acts as an injured member of the general public and on behaif of the public at large. 114. By unlawfully endeavoring to displace Piaintiff from the Premises as previously a1leged, the Takahashis have engaged in conduct constituting unfair business practices and unfair competition in the renting and management of commercial rental property in San Francisco, California. 115. As a resuit of the unfair business practices and unlawful competition of the Takahashis, Plaintiff has iost its tenancy interest in the Premises, which tenancy interest the PLAENTIFP STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs, Inc. v. Takahashi ct at, (San Francisco County Superior Court Case No. (EGG-11561785) 21 .. Goins 8: Associates PLC ?970 Broadway, Suite 260, Oakland, Caiifornia 94612 Tel. {510) 663?3700; Fax (510) 663?3710 ix) but i?a r?a- h?u i?a I-~Takahashis improperly acquired by wrongfully locking Plaintiff out of the Premises. 1 l6. Plaintiff is informed and believes and thereon alleges that the Takahashis have been unjustly enriched by their related violations of Section 17200 et seq. of the Business and Professions Code, which thereby justi?es the imposition of a constructive trust, penalties imposed by statute, and damages as may be allowed by law. WHEREFORE, Plaintiff prays for judgment as set forth below. TENTH CAUSE OF ACTION (Intentional Interference With Business Relations) (Against All Defendants) ll7. Plaintiff re?alleges and incorporates paragraphs 1 through lid of this Complaint as though fully set forth herein. 118. On or about December 20, 2015, the Takahashis leased to Plaintiff the Premises under the Lease. Thereafter, in or around May 2017, Plaintiff exercised its right of ?rst refusal to purchase the Premises, obtaining an investor to assist with the purchase of the Premises at the overvalued price of $3,000,000. 119. The Takahashis were aware of the above-described business relationship, as Plaintiff provided the information to the Takahashis when Plaintiff exercised its right of first refusal. Plaintiff is informed and believes and thereon alleges that Defendants DeVries, Todoroff and Humboldt Brothers were aware of the business relationship between Plaintiff and the Takahashis and Plaintiff and the third?party investor because they were a part of the conspiracy to oppose Plaintiff?s business endeavors by overvaluing the Premises and depriving Plaintiff of its leasehold interest in the Premises. 120. Plaintiff is informed and believes and thereon alleges that, Todoroff and DeVries interfered with Plaintiff bnsiness relations with the Takahashis by misrepresenting to the Takahashis that Plaintiff lacked the necessary resources and experience to own and operate a cannabis dispensary, would not be able to get a permit to operate a cannabis dispensary at the Premises. Plaintiff is further informed and believes and thereon alleges that but Todoroff and DeVries represented that they Humboldt Brothers would be able to secure a permit to operate a STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs, Inc. v. Takahashi et at, (San Francisco County Superior Court Case No. 785) 22 .. Goins 8: Associates PLC i970 Broadway, Suite 260, Oakland, California 94612 t-dh-?h-v-iw-Jr?? Ox Te}. {510) 663?3700; Fax (510) 663?3710 ru? LA 00 cannabis dispensary at the Premises, with the support of the Takahashis. 121. The Takahashis interfered with Plaintiff?s business relations with the third?party investor by misrepresenting that there was a purchase offer for the Premises for $3,000,000, which was not a bona fide offer, and thereafter DeVries and Todoroff interfered with Plaintiff business relations with the third-party investor by making misrepresentations to Plaintiff investor and scaring the investor away, preventing Plaintiff from purchasing the Premises. 122. These disruptions were intentional and were designed to disrupt the above? described economic reiationship, all with the intent to harm Plaintiff ?nancially and to induce Plaintiff to sever its business relationship with the Takahashis as well as its business relationship with investors who were ?nancially involved with Plaintiff. 123. As a direct and proximate result of Defendants? actions, Piaintiff has been damaged, in an amount according to proof, including, but not limited to: lost profits; additional expenses from Plaintiff being forced to take other actions regarding the Lease Agreement instead of attending to its business, loss of goodwill due to the uncertainties attached to the Premises, and other and further damages consequent to the above?described interference, according to proof. 124. The acts of Defendants were undertaken for improper purposes as alleged above and were willful, wanton, deliberate, malicious, oppressive, despicable, in conscious disregard of Plaintiff? rights, and were designed and intended to cause and did, in fact, cause Plaintiff to suffer economic injury and therefore justify the awarding of substantial exemplary and punitive damages. WHEREFORE, Plaintiff prays for judgment as set forth below. ELEVENTH CAUSE OF ACTION (Negligent Interference With Business Relations) (Against All Defendants) 125. Plaintiff re-alleges and incorporates paragraphs 1 through 124 of this Complaint as though fully set forth herein. 126. On or about December 20, 2015, the Takahashis leased to Plaintiff the Premises PLAENTIFP STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs, Inc. v. Takahashi ct at (San Francisco County Superior Court Case No. 785) 23 .. Goins 8: Associates PLC ?970 Broadway, Suite 260, Oakland, Caiifornia 94612 Te}. {510) 663?3700; Fax (510) 663?3710 ix) but i?a i?a- t-d I-~under the Lease. Thereafter, in or around May 2017, Plaintiff exercised its right of first refusai to purchase the Premises, obtaining an investor to assist with the purchase of the Premises at the overvalued price of $3,000,000. 127, The Takahashis were aware of the above-described business relationship, as Plaintiff provided the information to the Takahashis when Plaintiff exercised its right of first refusal. Plaintiff is informed and. beiieves and thereon alleges that Defendants DeVries, Todoroff and Humboldt Brothers were aware of the business relationship between Plaintiff and the Takahashis and Plaintiff and the third?party investor because they were a part of the conspiracy to oppose Plaintiff?s business endeavors by overvaluing the Premises and depriving Plaintiff of its leasehold interest in the Premises. 128. Plaintiff is informed and believes and thereon alleges that, Todoroff and DeVries interfered with Plaintiff? 3 business reiations with the Takahashis by misrepresenting to the Takahashis that Plaintiff lacked the necessary resources and experience to own and operate a cannabis dispensary, would not be able to get a permit to operate a cannabis dispensary at the Premises. Plaintiff is further informed and believes and thereon alleges that but Todoroff and DeVries represented that they Humboldt Brothers would be able to secure a permit to operate a cannabis dispensary at the Premises, with the support of the Takahashis. 129. The Takahashis interfered with Plaintiff business relations with the third-party investor by misrepresenting that there was a purchase offer for the Premises for $3,000,000, which was not a bona tide offer, and thereafter DeVries and Todoroff interfered with Plaintiff? business relations with the third-party investor by making misrepresentations to Plaintiff? investor and scarin the investor away, preventing Plaintiff from purchasing the Premises. 130. As a direct, proximate and foreseeable result of Defendants? acts, Piaintiff has been damaged, in an amount according to proof, including, but not limited to: lost profits; additional expenses from Piaintiff being forced to take other actions regarding the Lease Agreement instead of attending to its business including attorneys? fees, loss of goodwill due to the uncertainties attached to the Premises, and other and further damages consequent to the above-described interference, according to proof. PLAENTIFP STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs, Inc. v. et at, (San Francisco County Superior Court Case No. 785) 24 .. Goins 8: Associates PLC i976 Broadway, Suite 260, Oakland, Caiifornia 94612 To}. {510) 663?3700; Fax (510) 663?3710 ix) but i?a r?a- i?u I-~x pus we i?vWHEREFORE, Plaintiff prays for judgment as set forth below. TWELFTH CAUSE OF ACTION (Trespass) (Against All Defendants) 13 1. Plaintiff re?alleges and incorporates paragraphs 1 through 80 of this Complaint as though fully set forth herein. 132. On or about December 20, 2015, the Takahashis leased to Plaintiff the Premises under the Lease Agreement. The term of the tenancy was ?ve (5) years. 133. In or about September 2017, the Takahashis willfully and maliciously trespassed on Plaintiff?s estate for the purpose of changing the iocks on all the doors at the Premises. Shortly thereafter, DeVries, Todoroff and Humboldt Brothers willfully and maliciously trespassed on Plaintiff? estate and began occupying the Premises, despite the fact that Piaintiff had, and has, a valid leasehold interest in the Premises. 134. As a direct and proximate result of Defendants? actions, Plaintiff has been damaged in an amount according to proof including but not limited to: lost pro?ts, additional expenses from Plaintiff being forced to negotiate and search for other commercial locations and take other actions regarding the Lease Agreement instead of attending to its business, loss of goodwill due to the uncertainties attached to the Premises, and other and further damages consequent to the abovemdesoribed. trespass, according to proof. 135. The acts of Defendants were undertaken for improper purposes as alleged above and were willful, wanton, deliberate, malicious, oppressive, despicable, in conscious disregard of Plaintiff?s rights, and were designed and intended to cause and did, in fact, cause Plaintiff to suffer economic injury and therefore justify the awarding of substantial exemplary and punitive damages. WHEREFORE, Plaintiff prays for judgment as set forth below. PLAENTIFF STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs, Inc. v. Takahashi et at (San Francisco County Superior Court Case No. 785) 25 .. Goins 8: Associates PLC ?976 Broadway, Suite 260, Oakland, Caiifornia 94612 Tel. {510) 663?3700; Fax (510) 663?3710 ix) but pa r?a- h?u I-~x pus we l?vTHIRTEENTH CAUSE OF ACTION (Temporary Restraining Order, Preliminary and Permanent l'njunctive Relief) (Against All Defendants) 136, Plaintiff reualleges and incorporates paragraphs 1 through l35 of this Complaint as though fully set forth herein. 137. In or about September 2017, Defendants, with the intent to terminate Plaintiff? occupancy of the Premises, did willfully and maliciously, directly and indirectly, prevent Plaintiff from gaining reasonable access to the Premises by changing the locks on all the doors Without giving Plaintiff keys for the new looks, and by allowing DeVries, Todoroff and Humboldt Brothers to occupy the Premises. 138. Plaintiff requests injunctive relief from the Court, including temporary, preliminary, or permanent orders or injunctions, requiring that the Takahashis provide Plaintiff With keys to the Premises and allow Plaintiff unfettered access to the Premises, and provide Plaintiff the authorization necessary to proceed and complete the permit process to operate a cannabis dispensary. Plaintiff is entitled to appropriate injunctive relief during the pendency of this action under Civil Code section 139. Unless the Court issues such injunctive relief, the Takahashis will continue to exclude Plaintiff from the Premises in violation of the Lease Agreement, causing Plaintiff ongoing damages as a result of Defendants? conduct. 140. Unless the Court issues such injunctive relief, Plaintiff will be irreparably harmed by Defendants? conduct in that Plaintiff will continue to be deprived of the Premises and its business and will be Without access to the possessions and improvements belonging to Plaintiff that are located in the Premises. 141. Plaintiff has no plain, speedy, and adequate remedy at law because money damages cannot adequately compensate Plaintiff for its lack of access to the Premises, and it will be impossible for Plaintiff to determine the precise amount of damage that it will suffer if Defendants? conduct is not restrained. WHEREFORE, Plaintiff prays for judgment as set forth below. PLAENTIFF STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs, Inc. v. Takahasni ct at, (San Francisco County Superior Court Case No. 785) "25, Goins 8: Associates PLC ?970 Broadway, Suite 260, Oakland? Caiifornia 94612 Te}. {510) 663?3700; Fax (510) 663?3710 ix) pa r?a- h?u I-~FOURTEENTH CAUSE OF ACTION (Intentional Interference with Prospective Economic Advantage) (Against Ail Defendants) 142, Piaintiff reualleges and incorporates paragraphs 1 through 120 of this Complaint as though fully set forth herein. 143. On or about December 20, 2015, the Takahashis ieased to Plaintiff the Premises under the Lease Agreement. Thereafter, in or around May 2017, Plaintiff exercised its right of first refusal to purchase the Premises, obtaining an investor to assist with the purchase of the Premises at the overvalued price of $3,000,000. This economic relationship probably would have resulted in an economic bene?t to Plaintiff. In addition, Plaintiff was in an economic relationship that probably would have resulted in an economic benefit to Plaintiff, in that it was engaged in the cannabis permit process with the San Francisco Pianning Commission. 144. The Takahashis were aware of the above-described economic reiationship, as Plaintiff provided the information to the Takahashis when Plaintiff exercised its right of first refusal. Plaintiff is informed and beiieves and thereon alleges that Defendants DeVriesa Todoroff and Humboldt Brothers were aware of the economic relationship between Plaintiff and the Takahashis and Plaintiff and the third-party investor because they were a part of the conspiracy to oppose Plaintiff?s business endeavors by overvaluing the Premises and depriving Plaintiff of its leasehold interest in the Premises. Defendants were aiso aware of the economic relationship between Plaintiff and the San Francisco Planning Commission. 145. Piaintiff is informed and believes and thereon alleges that, Todoroff and DeVries interfered with Plaintiff?s prospective economic advantage with the Takahashis by misrepresenting to the Takahashis that Plaintiff lacked the necessary resources and experience to own and operate a cannabis dispensary and would not be able to get a permit to operate a cannabis dispensary at the Premises. Plaintiff is further informed and believes and thereon alleges that Todoroff and DeVries represented that Humboldt Brothers would be able to secure a permit to operate a cannabis dispensary at the Premises, with the support of the Takahashis. PLAENTIFP STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs. Inc. v. Takahashi ct at. (San Francisco County Superior Court Case No. 785) "27" Goins 8: Associates PLC ?976 Broadway, Suite 260, Oakland, Caiifornia 94612 Te}. {510) 663?3700; Fax (510) 663?3710 ix) but i?a r?146. Defendants and the Takahashis interfered with Plaintiffs prospective economic advantage with the third?party investor by misrepresenting that there was a purchase offer for the Premises for $3,000,000, which was not a bona ?de offer, and thereafter DeVries and Todoroff interfered with Plaintiff?s prospective economic advantage with the third-party investor by making misrepresentations to PiaintifPs investor and scaring the investor away, preventing Plaintiff from purchasing the Premises. 147. Defendants further interfered with Piaintiff? prospective economic advantage by misrepresenting to the San Francisco Planning Commission that they had a possessory right in the Premises, preventing Plaintiff from obtaining a permit to operate a cannabis dispensary at the Premises. 148. These were intentional and were designed to disrupt the above- described potential economic reiationship, all with the intent to harm Plaintiff ?nancially and to induce Plaintiff to sever its business relationship with the Takahashis as well as its business relationship with investors who were financially involved with Plaintiff. 149. As a direct and proximate result of Defendants? actions, Piaintiff has been damaged, in an amount according to proof, including, but not limited to: lost profits; additional expenses from Piaintiff being forced to take other actions regarding the Lease Agreement instead of attending to its business, loss of goodwill. due to the uncertainties attached to the Premises, and other and further damages consequent to the abovemdescribed interference, according to proof. 150. The acts of Defendants were undertaken for improper purposes as alleged above and were willful, wanton, deiiberate, malicious, oppressive, despicable, in conscious disregard of Plaintiff? 3 rights, and were designed and intended to cause and did, in fact, cause Plaintiff to suffer economic injury and therefore justify the awarding of substantial exemplary and punitive damages. WHEPJEFORE, Plaintiff prays for judgment as set forth below. PLAENTIFF STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs Inc. v. Takahashi ct at. (San Francisco County Superior Court Case No. 785) - 28 .. Goins 8: Associates PLC i970 Broadway, Suite 260, Oakland. Caiifornia 94612 Te}. {510) 663?3700; Fax (510) 663?3710 ix) but pa i?a- i?a I-~x pus we l?vFIFTEENTH CAUSE OF ACTION (Negligent Interference with Prospective Economic Advantage) (Against Ail Defendants) 151. PEaintiff reualleges and incorporates paragraphs 1 through 129 of this Complaint as though fully set forth herein. 152. On or about December 20, 2015, the Takahashis ieased to Plaintiff the Premises under the Lease. Thereafter, in or around May 2017, Plaintiff exercised its right of first refusal to purchase the Premises. obtaining an investor to assist with the purchase of the Premises at the overvalued price of $3,000,000. This economic relationship probably would have resulted in an economic benefit to Plaintiff In addition, Plaintiff was in an economic relationship that probably would have resulted in an economic benefit to Plaintiff. in that it was engaged in the cannabis permit process with the San Francisco Planning Commission. 153. The Takahashis were aware of the above-described economic relationship, as Plaintiff provided the information to the Takahashis when Plaintiff exercised its right of first refusal. Plaintiff is informed and beiieves and thereon alleges that Defendants DeVries. Todoroff and Humboldt Brothers were aware of the economic relationship between Plaintiff and the Takahashis and Plaintiff and the third-party investor because they were a part of the conspiracy to oppose Plaintiff?s business endeavors by overvaluing the Premises and depriving Plaintiff of its leasehold interest in the Premises. Defendants were aiso aware of the economic relationship between Plaintiff and the San Francisco Planning Commission. 154. Piaintiff is informed and believes and thereon alleges that, Todoroff and DeVries interfered with Plaintiff?s prospective economic advantage with the Takahashis by misrepresenting to the Takahashis that Plaintiff lacked the necessary resources and experience to own and operate a cannabis dispensary and would not be able to get a permit to operate a cannabis dispensary at the Premises. Plaintiff is further informed and believes and thereon alleges that but Todoroff and DeVries represented that they Humboldt Brothers would be able to secure a permit to operate a cannabis dispensary at the Premises, with the support of the akahashis. PLAENTIFP STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs. Inc. v. Takahashi ct at. (San Francisco County Superior Court Case No. 785) -29- Gains 8: Associates PLC ?976 Broadway, Suite 260, Oakland, Caiifomia 94612 Te}. {510) 663?3700; Fax (510) 663?3710 ix) but i?a r?155. Defendants and the Takahashis interfered with Plaintiffs prospective economic advantage with the third?party investor by misrepresenting that there was a purchase offer for the Premises for $3,000,000, which was not a bona tide offer, and thereafter DeVries and Todoroff interfered with Plaintiff?s business reiations with the third-party investor by making misrepresentations to Plaintiff?s investor and scaring the investor away, preventing Plaintiff from purchasing the Premises. 156. Defendants further interfered with Piaintift? prospective economic advantage by misrepresenting to the San Francisco Planning Commission that they had a possessory right in the Premises, preventing Plaintiff from obtaining a permit to operate a cannabis dispensary at the Premises. 157. As a direct, proximate and foreseeabie result of Defendants? acts, Piaintiff has been damaged, in an amount according to proof, including, but not limited to: lost profits; additional expenses from Piaintiff being forced to take other actions regarding the Lease Agreement instead of attending to its business including attorneys? fees, loss of goodwill due to the uncertainties attached to the Premises, and other and further damages consequent to the above~described interference, according to proof. PRAYER FOR RELIEF WHEREFORB, Plaintiff respectfully prays for an order of judgment against Defendants, and each of them, according to proof, as follows: AS TO THE FIRST CAUSE OF ACTION FOR DECLARATORY RELIEF: 1. For a judicial determination that: Plaintiff has the right to operate a medical cannabis dispensary under its chosen business name at the Premises; The Takahashis must respond and provide their written consent for Plaintiff?s operating permit and other requests going forward; The Takahashis must honor and allow Plaintiff the right of first refusal to purchase the Premises; and Ptaintiff is entitled to such other and further reiief as the Court deems just PLAENTIFF STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs, Inc. v. Takahashi et at, (San Francisco County Superior Court Case No. 785) "39, Goins 8: Associates PLC ?976 Broadway, Suite 260, Oakland; Caiifomia 94612 Te}. {510) 663?3700; Fax (510) 663?3710 ix) pa r?a- h?u I-~and proper. AS TO THE SECOND CAUSE OF ACTION FOR BREACH OF CONTRACT: 1. For general and special damages in an amount to be proven at trial, but no less than the excess of the jurisdictional limit of this Court; 2. For reasonable attorneys? fees according to proof pursuant to the Lease Agreement; 3. For interest as allowed by law; and 4. For costs of suit incurred herein. AS TO THE THIRD CAUSE OF ACTION FOR SPECIFIC PERFORMANCE: 1. To compel the Takahashis? speci?c performance under Paragraph 21 of the Lease Agreement; 2. For reasonable attorneys? fees according to proof pursuant to the Lease Agreement; 3. For costs of suit incurred herein; and 4. For such other and further relief as the court may deem just and proper. AS TO THE FOURTH CAUSE OF ACTION FOR FRAUD: 1. For general and special damages in an amount to be proven at trial, but no less than the excess of the jurisdictional limit of this Court; 2. For compensatory damages in an amount to be proven at trial; 3. For special and exemplary damages according to proof; 4. For reasonable attorneys? fees according to proof pursuant to the Lease Agreement; 5. For interest as allowed by law; and 6. For costs of soit incurred herein. AS TO THE FIFTH CAUSE OF ACTION FOR NEGLIGENT MISREPRESENTATION: 1. For general and special damages in an amount to be proven at trial, but no less than the excess of the jurisdictional limit of this Court; 2. For compensatory damages in an amount to be proven at trial; PLAENTIFF STEAM SECOND AMENDED COMPLAINT Steam Labs; Inc. v. Takahasni et at. (San Francisco County Superior Court Case No. 785) "31. Goins 8: Associates PLC ?976 Broadway, Suite 260, Oakland? California 94612 Tel. {510) 663?3700; Fax (510) 663?3710 ix) pa r?a- h?u I-~For reasonable attorneys? fees according to proof pursuant to the Lease Agreement; For interest as allowed by law; and For costs of suit incurred herein. AS TO THE SIXTH CAUSE OF ACTION FOR NEGLIGENCE: l. 4. 5. For general and special damages in an amount to be proven at trial, but no less than the excess of the jurisdictional limit of this Court; For compensatory damages in an amount to be proveu at trial; For reasonable attorneys? fees according to proof pursuant to the Lease Agreement; For interest as allowed by law; and For costs of suit incurred herein. AS TO THE SEVENTH CAUSE OF ACTION FOR BREACH OF THE COVENANT OF QUIET ENJOYMENT: 1. 5. 6. For general and special damages in an amount to be proven at trial, but no less than the excess of the jurisdictional limit of this Court; For compensatory damages in an amount to be proven at trial; For special and exemplary damages according to proof; For reasonable attorneys? fees according to proof pursuant to the Lease Agreement; For interest as allowed by law; and For costs of suit incurred herein. AS TO THE EIGHTH CAUSE OF ACTION FOR WRONGFUL EVICTION: 1i For general and special damages in an amount to be proven at trial, but no less than the excess of the jurisdictional limit of this Court; For compensatory damages in an amount to be proven at trial; For special and exemplary damages according to proof; PLAENTIFF STEAM LABS, SECOND AMENDED COMPLAINT Steam Labsa Inc. v. Takahashi et at (San Francisco County Superior Court Case No. 785) "32" Goins 8: Associates PLC ?976 Broadway, Suite 260, Oakland? California 94612 Tel. {510) 663?3700; Fax (510) 663?3710 ix) but pa r?a- h?u I-~For reasonable attorneys? fees according to proof pursuant to the Lease Agreement; For interest as allowed by law; and For costs of suit incurred herein. AS TO THE NINTH CAUSE OF ACTION FOR UNFAIR PRACTICES: l. 4. 5. For general and special damages in an arnount to be proven at trial, but no less than the excess of the jurisdictional limit of this Court; For compensatory damages in an amount to be proveu at trial; For reasonable attorneys? fees according to proof pursuant to the Lease Agreement; For interest as allowed by law; and or costs of suit incurred herein. AS TO THE TENTH CAUSE OF ACTION FOR INTENTIONAL INTERFERENCE WITH BUSINESS RELATIONS: 1. 5. 6. For general and special damages in an amount to be proven at trial, but no less than the excess of the jurisdictional limit of this Court; For compensatory damages in an amount to be proven at trial; For special and exemplary damages according to proof; For reasonable attorneys? fees according to proof pursuant to the Lease Agreement; For interest as allowed by law; and For costs of suit incurred herein. AS TO THE ELEVENTH CAUSE OF ACTION FOR NEGLIGENT INTERFERENCE WITH BUSINESS RELATIONS: 1. For general and special damages in an amount to be proven at trial, but no less than the excess of the jurisdictional limit of this Court; For compensatory damages in an amount to be proven at trial; For reasonable attorneys? fees according to proof pursuant to the Lease PLAENTIFF STEAM LABS, SECOND AMENDED COMPLAINT Steam Labsa Inc. v. Takahashi et at (San Francisco County Superior Court Case No. 785) "33" Goins 8: Associates PLC ?976 Broadway, Suite 260, Oakland, Caiifornia 94612 Te}. {510) 663?3700; Fax (510) 663?3710 ix) pa r?a- h?u I-~Agreement; 4. For interest as allowed by law; and 5. For costs of suit incurred herein. AS TO THE TWELFTH CAUSE OF ACTION FOR TRESPASS: 1. For general and special damages in an amount to be proven at trial, but no less than the excess of the jurisdictional limit of this Court; 2. For compensatory damages in an amount to be proven at trial; 3. For special and exemplary damages according to proof; 4. For reasonable attorneys? fees according to proof pursuant to the Lease Agreement; 5. For interest as allowed by law; and 6. For costs of suit incurred herein. AS TO THE THIRTEEN TH CAUSE OF ACTION FOR TEMPORARY RESTRAINING ORDER, PRELIMINARY AND PERMANENT INJUNCTIVE RELIEF: 1. To compel Defendants? speci?c performance under the Lease Agreement; 2. For a preliminary injunction, and a permanent injunction, and related orders against all enjoining defendants, and their agents, servants, and employees, and all persons acting under, in concert with, or for them, requiring them to immediately provide Plaintiff with keys to the Premises and unfettered access to the Premises. 3. For an order requiring Defendants to show cause, if they have any, Why they should not be enjoined as set forth in paragraph 2, above, during the pendency of this action; 4. For reasonable attorneys? fees according to proof pursuant to the Lease Agreement; 5. For costs of sait incurred herein; and 6. For such other and further relief as the court may deem just and proper. PLAINTIFF STEAM LABS, SECOND AMENDED COMPLAINT Steam Labs, Inc. v. Takahashi et at, (San Francisco County Superior Court Case No. 785) "34" Goins 8: Associates PLC ?976 Broadway, Suite 260, Oakland Caiifomia 94612 Tel. {510) 663?3700; Fax (510) 663?3710 ix) pa r?a- h?u I-~THE FOURTEENTH CAUSE OF ACTION FOR INTENTIONAL INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE: l. 2 3 4. 5 For general and special damages in an amount to be proven at trial, but no less than the excess of the jurisdictional limit of this Court; For compensatory damages in an amount to be proven at trial; For special and exemplary damages according to proof; For interest as allowed by law; and For costs of suit incurred herein. AS TO THE FIFTEENTH CAUSE OF ACTION FOR EGLIGEN INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE: 1. For general and special damages in an amount to be proven at trial, but no less than the excess of the jurisdictional limit of this Court; 2. For compensatory damages in an amount to be proven at trial; 3. For interest as allowed by law; and 4. For costs of suit incurred herein. Dated: July 20, 2018 GOINS ASSOCIATES A Professional Law Corporation VERNON C. GOIN 11 Attorneys for Plaintiff STEAM LABS, ENC. PLAINTIFF STEAM LABS, SECOND AMENDED COMPLAINT Steam Labsa Inc. v. Takahashi et at (San Francisco County Superior Court Case No. 785) 35 .. EXHIBIT A Commercial Lease . This Commercial Lease Lease C?Lease") 13 made and e?hc?ve, by and between Takahashi ("Landlord") and Steam Labs, Inc- ("Tenant"), a Galifornia corporation. Landlord is the owner of land, and improvements, commonly known and numbered as and legally desm'hed as follows (the "Building"): 3185 Mission Street, San Francisco, CA 94110. THEREFORE, in consideration of thelmutual promises herein, contained and other good and valuable consideration, it is agreed: 1. Leased Premises The Leased Premises shall be: 3185 Mission Street, San Fiancisco, CA 9.4110; 3135 Mssion'Street is the ground ?oor ofthe building my, excluding the back o?'ine space of the building. 2. Term. Landlord hereby leases the Leased Premises to Tenant, and Tenant hereby leases the same from Landlord, for an "Initial Term, beginning 11112016 and ending 1213112020. Landlord shall use its best efforts to give Tenant possession as nearly as possible at the beginning of the Lease term. If Landlordis unable to timely previde the Leased Premises, rent shall abate for the period of delay. Tenant shall make no other claim against Landlord for any such delay. 3. Rent. A Tenant shall pay to Landlord timing the Initial Term rental of $60,000.00 per year, payable in installments of $5,000.00 per month. B. Each Installment payment shall be due on the ?rst day of each calendar month during the lease term, to Landlord; at or at such other place designated by written notice ?om Landlord or Tenant. - 4. . Use. Tenant shall not use the Leased Premises for the purposes of storing, manufacturing or selling any explosives, ?ammables or other inherently dangerous substance, chemical, thing or device. . 1,411.- is?. 5. Sublease and Assignment. Tenant shall not Sublease all or any part of the Leased Mes. Tenant reserves the right to assign this Lease, in whole or in part, with Landlord's consent. 6. Repairs. . During the Lease term, Tenant shall make, at Tenant's expense, all necessary repairs to the Leased. Premises. Repairs shall include such items as ron?ne repairs of ?oors, walls, ceilings, and other parts of the Leased Premises damaged or worn through normal occupancy, except for major mechanical systems exterior walls, or the roof. . . . 7. Alterations and Improvements. Tenant, at Tenant?s expense, shall have the right, following Landlord's written consent, to remodel, redecorate, and make additions, improvements and replacements ofandto all or any part ofthe LeasedPr'emises fromtimeto time as Tenant may deem desirable, provided that the changes are made in a worlnnanlilie I manner and utilizing good quality materials. Tenant shall have the right to place and install personal property, trade ?xtures, equipment and other temporary installations 1n and upon the Leased Premises, andfasten the same to the premises. All personal property, equipment, machinery, trade ?xtures and temporary installations, whether acquired by Tenant at the Commencement of the Lease term or placed orinstalled on the Leased Premises by Tenant thereafter, shall remain Tenant's property Tenant shall have the right to remove the same at any ?ne dining the term (If this Lease provided that all denoage to the Leased Premises causedbysuchremoval shallbe repairedby Tenant at Tenant?s expense. Begim?ng in June of 2016, Tenant will pay $2,000.00 each month to Landlord?in addition to the rent?until Tenant has paid 13,000.00 to Landlord, to be applied towards a security system and other miscellaneous items. 8. Property Taxes. Tenant shall be responsible for paying all personal property taxes with - respect to Tenant's personal property at the Leased Premises. 9. Insurance. A. lfthe Leased Premises or any other part of the Buildingis damaged by fire or other casualty resulting from any act or negligence of Tenant, or any of Tenant's: agents, employees, or invitees, rent shall not be diminished or abated while such damages are tmder repair, and Tenant shall be responsible for the costs of repair . not (river-ed by msurance. - l3 Landlord shall maintain ?re and extended coverage insurance on the Building and the Leased Premises amounts as Landlord shall deem appropriate. Tenant shall be responsible, at its expense, for ?re and extended coverage insurance on all of its personal property, including removable trade ?xtures, located in the Leased Premises. C. Tenant and Landlord shall, each at its own emense, maintain a policy or policies of comprehensive general liability insurance with respect to the respective activities of each in the Building with the premiums thereon fully paid on or before due date, issued by and binding upon some insurance company approved by Landlord, such insurance to a?'ord minimum protection of not less than $1,000,000 combined singie limit coverage of bodily injury, property damage or combination thereo? D. Landlord shall be listed as an additional insured on Tenant's policy or policies of comprehensive general liability insurance and Tenant shall provide Landlord with current Certi?cates of Insurance evidencing Tenant?s compliance with this Paragraph. . . Tenant shall obtain the Lease of Tenant's insurers tono?fy Landlord that a policy is due to expire at least (10) days prior to such expiration F. Landlord shall not be required to maintain' insurance against thefts Within the Leased Premises or the Building. 10. Utilities. Tenant shall pay all charges for water, sewer, gas, electricity, telephone and other services and utilijies used by Tenant on the Leased Premisesduring the term of this Lease, unless otherwise expressly agreed in w??ng by Landlord. In the event that any u?lity or service provided to the Leased Premises 15 not separately metered, Landlord shall pay the amount due and separately' mvoice Tenant for Tenant's pro rata share of the charges. Tenant shall pay such amounts within ?fteen (15) days of invarce Tenant shall not use any equipment or devices that utilize excessive electrical energy or which may, in Landlord's reasonable opinion, overload the wiring or interfere with electrical ser?ces to other tenants- l. 1 1. Entry. . Landlord shall have the right to enter upon the Leased Premises at 1' reasonable hours to inspect the same, provided Landlord does not unreasonably interfere with Tenant's business on the Leased Premises, and provided that Landlord has given Tenant 24 hours advance, written notice. In case of an emergency, Landlord has the right to enter the property to address the emergency. Landlord must do its best to provide as much notice as possible if entering the property to address an emergency- 12. Right of First Refusal to Purchase the Building. Tenant has the right of?rst refusal for any purchase offer made for the Building. Tenant shall have 30 days after Landlord has been presented with any mitten offer to purchase the Building, to present Landlord with Tenant?s own written offer to purchase the building for an amount greater than. or equal to the other matter 13. Building Rules. [Section Removed] 14. Default. If Tenant defaults on rent, Tenant shall have 15 days a?er receiving written notice of such default from Landlord in which to cure the default. If Landlord believes Tenant to be 111 default on. any other provision of. this lease, Tenant shall have 30 days a?er receiving written notice of such breach ?om Landlord which to cure the default. IfTena?nt should need to he released from this lease for any reason before termination date as de?ned' 1n Section 2, Tenant must provide written notice . pursuant to section 16 of this lease. Upon surrender of premises, Tenant shall be charged rents for the following six months or until the termination date of the lease, whichever date is closest to Simender date, or until such ,time as a new tenant is found within six month of surrender of premises- 15. Security Deposit. Landlord will collect from Tenant a Security Deposit the amount 015 $5,000 00 The Secwity Deposit shall be held by Landlord without liability for interest and as semi?ty for the performance by Tenant ofTenant's covenants and obligations under this Lease, it being expressly understood that the Security Deposit shall not be considered an advance payment of rental or a measure of Landlord's damages in case of default by Tenant. Landlord may, unless otherwise provided by mandatory law or regulation, commingle the Security Deposit with Landlord's other funds. Landlord may, from time to time, without prejudice to any other remedy, use the Security Deposit to the extent necessary to make good any meal-ages of rent or to satisfy any other covenant or obligation of Tenant hereunder. Following any such application of the Security Deposit, Tenant shall pay . to Landlord on demand the amount so applied in order to restore the Security g3." Deposit to its original. amount. If Tenant is not in default at the tennina?on of this -- Lease, the balance of the Security Deposit remaining a?er any such application shall be returned by Landlord to Tenant. If Landlord transfers its interest in the Premises during the term of this Lease, Landlord may assign the Security Deposit to the transferee and thereafter shall have no ?nther liability for the return of such Security Deposit. 16. Notice. Any notice required or permitted under this Lease? must be sent in writing, addressed as follows: If to Landlord to: 8 Forest Knolls Drive, San Francisco CA, 94110 If to Tenant to: 3185 Mission Street, San Francisco CA, 94110 Landlord and Tenant shall each have the right from time to time to change the place notice is to be given under this paragraph by written notice to the Other party. r- -, 17. Brokers. Tenant represents that Tenant was not shown the Premises by any real estate broker or agent and that Tenant has not otherwise engagedin, any activity which could form the basis for a claim for real estate commission; brokerage fee, ?nder' fee or other similar charge, an connection with this Lease 18. Waiver. No waiver of any default of Landlord or Tenant hereunder shall be implied from any omission to take any action on account of such default if such default persists or is repeated, and no express waiver shall a??ect any default other than the default speci?ed in the express waiver and that onlyfor the'time and to the extent therein stated. One or more waivers by Landlord or Tenant shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition. 19. Headings. The headings usedin =this Lease are for convenience of the parties only and shall not be considered in interpreting the meaning of any provision of this Lease- 20. Successors. The provisions of 19.113 Lease shall extend to and be binding upon Landlord and Tenant and their respective legal representatives, successors and assigns- 21 Consent. nandlord shall not unreasonably withhold or delay its consent with respect to any matter for which Landlord's. consent is required or desirable under this Lease. 22. Compliance with Law. Tenant shall comply with all laws, orders, ordinances and other public requirements ?ow or hereafter pertaining to Tenant's use of the Leased Premises. Landlord shall comply with all laws, orders, ordinances and other public requirements now or hereafter affecting the Leased Premises. 23. Addendums . This Lease may be modi?ed by written addendnm- 24. mAttorney?s Fees The prevailing party 111 any action to enforce the terms of this Lease, including, but not limited to, a lawsuit, shall be entitled to receive from the other party all reasonable costs and fees associated with the enforcement of this Lease, including, but hot limited to, all reasonable attorney?s fees and costs. 25. Final Lease. This Lease terminates and supersedes all prior understandings or Leases on the subqect matter hereof. This Lease may be modi?ed only by a further writing that is duly executed by both parties. 26. Governing Law. This Lease shall be governed, construed and interpreted by, through and under the Laws of the State of California. All parties to this Lease agree to the Superior Qourt of San Francisco County as the sole court that has jurisdiction over matters surrounding this Lease. ma?a; ate?gee ww? Landlord -Dated: gig/j I 30/ ?uent Goins 8: Associates PLC ?970 Broadway, Suite 260, Oakland, Caiifornia 94612 Tel. {510) 663?3700; Fax (510) 663?3710 ix) but i?a r?PROOF OF SERVICE I, the undersigned, declare that I am employed in the County of Alameda, State of California. I am over the age of eighteen (18) years and not a party to the within cause. My business address is 1970 Broadway, Suite 260, Oakland, California, 94612. On July 20, 2018, I served the following: PLAINTIFF STEAM LABS, SECOND AMENDED COMPLAINT FOR DECLARATORY RELIEF, BREACH OF CONTRACT, SPECIFIC PERFORMANCE, FRAUD, NEGLIG-ENT MZSREPRESENTATION, NEGLIGENCE, BREACH OF THE COVENANT OF QUIET ENJOYMENT, WRONGFUL EVICTION, UNFAIR BUSINESS PRACTICES, INTENTIONAL INTERFERENCE WITH BUSINESS RELATIONS, NEGLIGENT INTERFERENCE WITH BUSINESS RELATIONS, TRESPASS, TEMPORARY RESTRAINING ORDER, PRELIMINARY AND PERMANENT INJUNCTIVE RELIEF, INTENTIONAL INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE, AND NEGLIGENT INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE VIA U.S. MAIL by placing for collection and processing a true copy thereof enclosed in a sealed envelope addressed as shown below, with postage thereon fully prepaid, for following this business?s ordinary practice with which I am readily familiar. On the same day correspondence is placed for collection and mailing, it is deposited in the ordinary course of business with the United States Postal Service at Oakland, California. VIA OVERNIGHT DELIVERY by placing a true copy thereof, enciosed in a sealed envelope, with delivery charges fully paid, to be delivered via overnight delivery to the address(es) shown below. Bradford C. Floyd Counsel for Defendants Carlton D. Floyd Masashi Takahashi and Fioyd Law Firm Margaret Takahashi 819 Seventh Street Eureka, CA 95501 Te}; (707) 445-9754 Fax: (707) 445?5915 I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed on this 20?Eh day of July 2018, at Oakland, California. 2?2: {timw ERIKA CAMDY MM PROOF OF SERVICE Steam Labs Inc. v. Takahashi et at San Francisco County Superior Court Case No. 785