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EXHIBIT 1 SECOND EXCLUSIVE NEGOTIATION AGREEMENT This Second Exclusive Negotiation Agreement ("Agreement') is dated May 2019, for reference purposes only, and is entered into by and among the CITY OF SANTA ANA, a California charter city in the County of Orange of the State of California ("City"), and CARIBOU INDUSTRIES, INC., a Nevada Corporation ("Developer"), in order to provide a specified period of time to attempt to negotiate a disposition and development agreement ("DDA"). City and Developer are sometimes referred to in this Agreement individually, as a "Party" and, collectively, as the "Parties." This Agreement is entered into by the Parties with reference to the following recited facts (each, a "Recital"): RECITALS WHEREAS, the City and Developer entered into Exclusive Negotiation Agreement No. A-2017-058, dated April 27, 2017, for City and Developer to negotiate regarding the potential acquisition and development of the property located at 201 West Third Street, Santa Ana, California 92701 (APN 398-264-13) ("Property"); and WHEREAS, the City and Developer entered into a First Amendment to Exclusive Negotiation Agreement No. A-2017-165, dated July 5, 2017; and WHEREAS, the City and Developer entered into a Second Amended and Restated Exclusive Negotiation Agreement No. A-2018-002, dated January 11, 2018, which expired on its own terms on April 28, 2019; and WHEREAS, the intent of the Parties in entering into this Agreement is to establish a specific, limited period of time to negotiate regarding a future agreement among them governing the potential acquisition and development of certain real property, subject to mutually agreeable terms, conditions, covenants, restrictions and agreements to be negotiated and documented in a future DDA; and WHEREAS, City owns the Property; and WHEREAS, the Property is more particularly described in the legal description attached to this Agreement as Exhibit "A" and incorporated into this Agreement by this reference; and WHEREAS, Developer proposes to develop a mixed use project, including a hotel, commercial, retail, residential, and public parking, on the Property ("Project'); and WHEREAS, the Parties now agree to enter into this Agreement for the purpose of further planning and evaluating the feasibility of the proposed Project, including further negotiation of deal points and environmental review of the projects in preparation for the DDA; and WHEREAS, the Developer has represented its willingness and ability to undertake certain studies, plans and other activities necessary to define the scope of development and determine the feasibility of the Project on the Property and that such plans and other information to be prepared during the course of this Agreement shall serve as the basis for entering into a DDA among City and Developer; and 25C-3