O&D Special Meeting regarding lease 10/2/2024

LVL1 Special Zoom Board Meeting regarding Lease signing

October 2, 2024; meeting commenced at 8:00 pm

Present (all via Zoom): Kevin F, Danielle B (sometimes Kevin P), Jim D, Tiffany H, Raj S, Charles L, Adam T

(1) Danielle opened with stating that the meeting purpose was to get a board vote to approve signing the proposed lease. President Kevin F is to put ink-to-paper to sign the document as the single designated representative on behalf of all officers/directors and LVL1 membership.

(2) All agreed that LVL1 progress to date has been slow. It is urgent for LVL1 to sign this document as expeditiously as possible.

(3) Raj expressed two major concerns that should still block signing the lease at this time. Jim expressed agreement. (3a) the unknown cost of the new insurance requirements stated in the proposed lease; and (3b) uncertainty regarding the financial obligations should LVL1 need to default or breach the proposed lease before the end of the five-year term.

(4) There was extensive discussion. It was mentioned that Barrett has previously verbally expressed willingness to overlook and/or renegotiate provisions in the ‘Queen’s English,” including possible renegotiation of rent in years three, four or five, should LVL1 need that to happen to be able to stay open and stay at The Pointe. It was also discussed at this meeting that, should Barrett not add these verbal indications into the writing of the proposed lease, these indications have no legal value in the future. Also, should Barrett cease to be The Pointe’s/LVL1’s representative of BET Enterprises, then LVL1 would have no legal ground to stand upon regarding Barrett’s verbal assertions in these regards. There was no dissenting input.

(5) Raj stated the LVL1 O&D have a fiduciary obligation to represent LVL1’s interests and to not sign until we Have a sound business plan to address the two current unknowns, which we must now resolve expeditiously. Jim agreed. There was discussion, without any substantive dissenting input.

(6) Raj is working the insurance issue. O&D needs to be sure that LVL1’s insurance coverage is appropriate to satisfy the requirements of Section 29 on Page 12 of the proposed lease. Our most-recent agent at West Bend was promoted so Raj has attempted to reach another agent, and is awaiting a call back. Raj has also reached out to the insurance agent recommended by Barrett Tasman, and he is awaiting a call back from an agent within that company. These issues are causing delay. A new insurance quote is anticipated within perhaps one week, and this is outside of LVL1’s direct control at this time. Raj will stay on top of this.

(7) There was additional discussion regarding the current uncertainty should LVL1 default or breach before the end of the proposed five-year lease, either because we decide to move, or because we become insolvent. (7a) It was determined that three specific pages (clauses 49 & 50) contain the “Queen’s English” lease provisions. It was agreed that all O&D should be in agreement in their understanding of these requirements/provisions. (7b) Jim stated that LVL1 currently has ~$66k net worth of total assets. Any plan should be based on limiting (legally not exceed?) LVL1’s default/breach obligations to the future amount of total assets at that future time as a best/worst case. (7c) Jim and Raj agreed to take the lead in interpreting the obligations and developing a financial plan to clarify our expected compliance capabilities, using as an example a hypothetical default in year three.

(8) It was agreed to conduct a next Zoom meeting on 10/03/2024 at 8:00pm to discuss new understandings of point (7a), Sections 49 and 50 of the proposed lease. All agreed and are welcome, but only some expressed availability to participate. Summary minutes will be prepared. This is expected to be a 10-20 minute verification of a common understanding as the basis to make a plan. The plan will take some work, but is hopefully expected to conclude before we receive the insurance quote, which may be a requirement for the final plan.

(9) Jim expressed a desire for all to have a copy of whatever is the last-known good prior lease document for the records going forward, and for the reference of O&D as we try to figure this out. Several people volunteered to comb the archives to provide this info within the next few days.

(10) the Zoom ended cordially. Thanks to all for participating in this most important obligation for the future of LVL1.