THERAPEUTIC HEMP, INC., A CALIFORNIA NONPROFIT MUTUAL BENEFIT CORPORATION - 2017

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2. Operating Fee Rates for Adult -Use Cannabis Retail Business; Payment For each month OPERATOR of the permitted "adult -use cannabis retail business" (as said term is defined in Chapter 40 of the Santa Ana Municipal Code) transacts and carries on adult -use cannabis retail business operations at the above-described property location permitted by CITY, OPERATOR shall pay an operating agreement fee monthly to CITY. The term "month" or "monthly" as used in this AGREEMENT shall refer to a calendar month and shall include any fraction of a calendar month as a whole month. Terms of payment of the operating agreement fee are as follows: A. OPERATOR's operating agreement fee shall begin to accrue on the date that CITY first issues OPERATOR an Adult -Use Cannabis Retail Regulatory Safety Permit and shall be paid to CITY by the last day of the month following the month for which it is due. B. OPERATOR shall pay CITY a monthly operating agreement fee which is the higher of the following two calculations: i. calculated at a rate of Eight Percent (8%) of the gross receipts generated or otherwise received; or, ii. calculated at an annual rate of Twenty -Five Dollars ($25.00) per square foot based on the gross square footage of OPERATOR's permitted property location (as confirmed by the corresponding "Approved Building Set" on file with City of Santa Ana Planning and Building Agency) prorated monthly to one -twelfth (1/12th) of the annual rate amount. C. OPERATOR shall calculate and report its monthly operating agreement fee based on both of the above calculations each month; remitting the higher amount to CITY. D. OPERATOR shall report its operating agreement fee calculations to CITY using the "Monthly Operating Agreement Reporting Form" set out in "Exhibit B" of this AGREEMENT which is hereby incorporated into this AGREEMENT by reference. 3. Operating Fees Not a Pass -Through Fee; Gross Receipts Defined. A. OPERATOR, as an adult -use cannabis retail business, shall not pass the operating agreement fees or any or any portion thereof through to the adult -use cannabis retail business' customer in any fashion except as part of the basic product sales and/or service price. B. For the purposes of this AGREEMENT, "gross receipts" shall mean any and all of the following: • Transfer of title or possession, exchange or barter, conditional or otherwise, in any manner or by any means whatsoever, of tangible personal property for a consideration including any monetary consideration for adult -use (non -medicinal) cannabis, including, but not limited to, membership dues, reimbursements provided by members, regardless of form, or the total amount of cash or in-kind contributions, including all operating costs related to the growth, cultivation, manufacture, 2