1 Donald Segretti, Esq. Attorney at Law *** SBN 039856

19800 MacArthur Blvd., Suite 1000 Irvine, California 92612

TEL: (949) 553-8088 FAX: (949) 553-8188

Attorney for APPELLANT CATHERINE A. ZIKAKIS

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8 BEFORE THE STATE BOARD OF EQUALZIATION

OF THE STATE OF CALIFORNIA

In the Matter of the Appeal ) Appeal Case ID No. 767950 ) )

CATHERINE A. ZIKAKIS, ) APPELLANT'S ADDITIONAL ) EXHIBITS 0 and P )

Appellant. ) )

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17 1. Exhibit 0 - Promissory note to SBA by Appellant and A

to Z Whole e Floral Supply, Inc., dated 1212311997 along with

SBA approval of loan to Catherine A. Zikakis and A to Z

wholesale Floral Supply, Inc. as co-borrowers, signed

12l15l1997i and page of escrow instructions for subject

property being collateral for SBA loan.

2. Exhibit P E-Mails from prospective buyers of business.

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STATE BOARD OF EQUALIZATION

Appeal Name: ~l'\\'hCr-t.nl.l li~\9~ Case ID: 1.b1't2Q_ ITEM#. 6J. Date: \O·!L-i-· 14 Exhibit No:___!l~D.;;._•Lf-___ _

12!.) FTB DEPT PUBLIC COMMENT

TAXPAYER EXHIBIT 87

October 14, 2014 Catherine A. Zikakis

767950

1 Donald Segretti, Esq. Attorney at Law *** SBN 039856

2 19800 MacArthur Blvd., te 1000 Irvine, California 92612

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TEL : ( 9 4 9 ) 5 53 - 8 0 8 8 4 FAX: (949) 553-8188

5 Attorney for APPELLANT CATHERINE A. ZIKAKIS

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8 BEFORE THE STATE BOARD OF EQUALZIATION

OF THE STATE OF CALIFORNIA

In the JViatter of the Appeal of ) Appeal Case ID No. 767950 )

)

CATHERINE A. ZIKAKIS, l APPELLANT'S ADDITIONAL l EXHIBITS 0 and P )

Appel )

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1 7 I, Catherine A. Zikakis, declare:

1. I am the appellant herein.

2. I have personal knowledge of the following and if

as a witness would competently testify to the following:

3. Exh~bit 0 att hereto is a true correct copy

of the Joint Promissory note to SBA by me and A to Z Wholesale

Supply, Inc., dat 12/23/1997 along with SBA approval

to Catherine A. Zikakis and A to z Whole e Floral

Inc. as co-borrowers, signed 12/15/1997. I was also

locate a page of my escrow instruct which the 1

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Oct, 13 14 06:05p A to ZWhol' 'e Floral " ,, )966-2842

l business property at 1640 E. St. Gertrude Place, Santa Ana was

also used as security for the SBA loan. The signatures by me

therein are copies of my signatures.

4. The e-mails attached hereto as Exh~it P are true and '

correct copies, and are e-mails to and from me and prospective

buyers of ~.business.

I declare under penalty of perjury of the State of

California that the foregoing is true and correct. Executed

this 13th day of October, 2014 at Irvine, California.

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p.1

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1 Donald ti, Esq. Attorney at Law *** SBN 039856

19800 MacArthur Blvd., Suite 1000 Irvine, California 92612

TEL: (949) 553-8088 FAX: (949) 553-8188

Attorney for APPELLANT CATHERINE A. ZIKAKIS

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BEFORE THE STATE BOARD OF EQUALZIATION

OF THE STATE OF CALIFORNIA

In fviatter of Appeal of ) Appeal Case ID No. 767950 ) )

CATHERINE A. ZIKAKIS,

Appellant.

) APPELLANT'S ADDITIONAL EXHIBITS 0 and P ) )

l

)

17 I, Catherine A. Zikakis, declare:

1. I am the appellant herein.

2. I have personal knowl of the following and if

led as a witness would competently testify to the following:

3. Exhibit 0 at hereto is a true and correct copy

of the Joint Promissory note to SBA by me and A to Z Wholesa

oral Supply, Inc., dated 12/23/1997 al with SBA approval

of loan to Catherine A. Zikakis and A to Z Wholes e Floral

Supply, Inc. as co-borrowers, signed 12/15/1997. I was also

able to locate a page of my escrow instructions in which the 1

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Oct, 13 14 06:05p A to ZWho' le Floral ") 966-2842

"···"

1 business property at 1640 E. St. Gertrude Place, Santa Ana was

also used as security for the SBA loan. The signatures by me

therein are copies of my signatures.

4. The e-mails attached hereto as Exhibit P are true and '

correct copies, and are e-mails to and from me and prospective

buyers of my.business.

I declare under penalty of perjury of the State of

California that the foregoing is true and correct. Executed

this 13th day of October, 2014 at Irvine, California.

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1 Donald Segretti 1 Esq. Attorney at Law *** SBN 039856 19800 MacArthur Blvd. 1 Suite 1000 Irvine/ California 92612

TEL : ( 9 4 9 ) 55 3 - 8 0 8 8 FAX: (949) 553-8188

Attorney for APPELLANT CATHERINE A. ZIKAKIS

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3

4

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8 BEFORE THE STATE BOARD OF EQUALZIATION

OF THE STATE OF CALIFORNIA

In the Matter of the Appeal of ) Appeal Case ID No. 767950 )

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CATHERINE A. ZIKAKIS,

Appellant.

)

) APPELLANT'S ADDITIONAL ) EXHIBITS 0 and P ) ) )

17 1. Exhibit 0 - Promissory note to SBA by Appellant and A

to Z Wholesale Floral Supply/ Inc. 1 dated 1212311997 along with

SBA approval of loan to Catherine A. Zikakis and A to Z

wholesale Floral Supply, Inc. as co-borrowers, signed

1211511997; and page escrow instructions for subject

property being collateral for SBA loan.

2. Exhibit P- E-Mails from prospective buyers of business.

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1 Donald Segrettit E Attorney at Law *** SBN 039856 19800 MacArthur Blvd. 1 te 1000 Irvine! California 92612

TEL: (949) 553-8088 FAX : ( 9 4 9) 55 3 - 818 8

Attorney for APPELLANT CATHERINE A. ZIKAKIS

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BEFORE THE STATE BOARD OF EQUALZIATION

OF THE STATE OF CALIFORNIA

In the Matter of the 1 of ) Appeal Case ID No. 767950 ) )

CATHERINE A. ZIKAKIS 1 l APPELLANT'S ADDITIONAL l EXHIBITS 0 and P )

Appellant. ) )

I 1 Catherine A. Zikakis 1 declare:

1. I am the appellant herein.

2. I have personal knowledge of following and if

call as a witness would competent testi to the following:

3. Exh1bit 0 attached hereto is a true and correct copy

the Joint Promissory note to SBA by me and A to Z Wholesale

Floral Supp 1 Inc. 1 dated 12/23/1997 along with SBA approval

of loan to Catherine A. Zikakis and A to Z Wholesale Floral

Supply 1 Inc. as co-borrowers, signed 12/15/1997. I was also

able to locate a of my escrow instructions in which 1

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25

O!Jt 131406:05p A toZWh ale Floral 4) 966-2842

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l business property at 1640 E. St. Gertrude Place, Santa Ana was

also used as security for the SBA loan. The signatures by me

therein are copies of my signatures.

4. The e-mails attached hereto as Exhibit P are true and

correct copies, and are e-mails to and from me and prospective

buyers of my.business.

I declare under penalty of perjury of the State of

California that the foregoing is true and correct. Executed

this 13th day of October, 2014 at Irvine, California.

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EXHIBIT 0

U.S. Small Business Administration "'~"' SBA LOAN NUMBER

GP-169-763-40-00-SNA

NOTE

Chicago, I lltnols (City and State)

$ 843,100.00 ' 19 ::?.____

For value received, the undersigned promises to pay to the order of CommercIa I Cap l ta I Corpo; at l on

, State of at its office in the city of __ __:.N..:.:e:....w~Y.::.c:r..:.:k~----------- _N~e_w_Y_or...._k _____________ _

----'-T'-'-ho:.:u:.:s:...:a....:n~d_O.;;..nc:..:e=---H:...:uc:..:n.::.dr_e:....d;;_;;a..:.:n.::.d....:N..:.:o:.../...:.I...:.Oc:..:O_-_-_-_-_-_-_--_-_-_-_-_-_-_--_-_-_-_-_-_--_-_-_-_-_-_-_--_-_-_-_-_-_-_--_-_-_-_-_-_--_-_-_-_-_-_--_-_-_-_-_-_--_-_-_-_-_-_ dollars, (Write out amount)

with interest on unpaid principal computed from the date of each advance to the undersigned at the rate of prlme+2. 75% percent per

annum. payment to be made in installments as follows:

SE!:: EXHIBIT "A" ATTACHED FOR NOTE LANGUAGE

SEE EXHIBIT "8" ATTACHED FOR ADDITIONPl NOTE LANGUAGE

If this Note contains a fluctuating interest rate, the notice provision is not a pre-condition for fluctuation (which shall take place regardless of notice). Payment of any installment of principal or interest owing on this Note may be made prior to the maturity date thereof without penalty. Borrower shaH provide lender with written notice of intent to prepay part or all of this loan at least three (3) weeks prior to the anticipated prepayment date. A prepayment is any payment made ahead of schedule that exceeds twenty (20) per· cent of the then outstanding principal balance. If borrower makes a prepayment and tails to give at least three weeks advance notice of intent to prepay, then. notwithstanding any other provision to the contrary in this note or other document, borrower shall be require• to pay lender three weeks interest on the unpaid principal as of the date preceding such prepayment.

S8A r=orm 147 (5·87) Prev•ous e<litions obsolete Page

The term "Indebtedness" as used herein shall mean the indebtedness evidenced by this Note. including principal, interest. and expenses. whether contingent, now due or hereafter to become due and whether heretofore or contemporaneously herewith or here· after contracted. The term "Collateral" as used in this Note shall mean any funds, guaranties, or other property or rights therein of any nature whatsoever or the proceeds thereof which may have been, are, or hereafter may be, hypothecated, directly or indirectly by the undersigned or others, in connection with, or as security for, the Indebtedness or any part thereof. The Collateral. and each part thereof, shall secure the Indebtedness and each .part thereof. The covenants and conditions set forth or referred to in any and all in· struments of hypothecation constituting the Collateral are hereby incorporated in this Note as covenants and conditions of the under­signed with the same force and effect as though such covenants and conditions were fully set forth herein.

The Indebtedness shall immediately become due and payable, without notice or demand, upon the appointment of a receiver or liquidator, whether voluntary or involuntary, for the undersigned or for any of its property, or upon the filing of a petition by or against the undersigned under the provisions of any State insolvency law or under the provisions of the Bankruptcy Reform Act of 1978. as amended, or upon the making by the undersigned of an assignment for the benefit of its creditors. Holder is authorized to declare all or any part of the Indebtedness immediately due and payable upon the happening of any of the following events: (1) Failure to pay any part of the Indebtedness when due; (2) nonperformance by the undersigned of any agreement with, or any condition imposed by, Holder or Small Business Administration (hereinafter called "SBA"), with respect to the Indebtedness; (3) Holder's discovery of the undersigned's failure in any application of the undersigned to Holder or SBA to disclose any fact deemed by Holder to be material or of the making therein or in any of the said agreements, or in any affidavit or other documents submitted in connection with said appli­cation or the indebtedness, of any misrepresentation by, on behalf of, or for the benefit of the undersigned; (4) the reorganization (other than a reorganization pursuant to any of the provisions of the Bankruptcy Reform Act of 1978, as amended) or merger or con­solidation of the undersigned (or,the making of any agreement therefor) without the prior written consent of Holder; (5) the under· signed's failure duly to account, to Holder's satisfaction, at such time or times as Holder may require, for any of the Collateral, or pro­ceeds thereof, coming into the control of the undersigned; or (6) the institution of any suit affecting the undersigned deemed by Holder to affect adversely its interest hereunder in the Collateral or otherwise. Holder's failure to exercise its rights under this paragraph shall not constitute a waiver thereat

Upon the nonpayment of the Indebtedness, or any part thereof, when due, whether by acceleration or otherwise, Holder is em· powered to sell, assign, and deliver the whole or any part of the Collateral at public or private sale, without demand. advertisement or notice of the time or place of sale or of any adjournment thereof. which are hereby expressly waived. After deducting all expenses in­cidental to or arising from such sale or sales, Holder may apply the residue of the proceeds thereof to the payment of the Indebted· ness, as it shall deem proper, returning the excess, if any, to the undersigned. The undersigned hereby waives all right of redemption or appraisement whether before or after sale.

Holder is further empowered to collect or cause to be collected or otherwise to be converted into money all or any part of the Collateral, by suit or otherwise, and to surrender, compromise, release, renew, extend, exchange, or substitute any item of the Col· lateral in transactions with the undersigned or any third party, irrespective of any assignment thereof by the undersigned, and without prior notice to or consent of the undersigned or any assignee. Whenever any item of the Collateral shall not be paid when due, or otherwise shall be in default, whether or not the indebtedness, or any part thereof, has become due. Holder shall have the same rights and powers with respect to such ·Item of the Collateral as are granted in this paragraph in case of nonpayment of the Indebtedness, or any part thereof, when due. None of the rights, remedies, privileges, or powers of Holder expressly provided for herein shall be ex· elusive, but each of them shall be cumulative with and in addition to every other right, remedy, privilege, and power now or hereafter existing in favor of Holder, whether at law or equity, by statute or otherwise.

The undersigned agrees to take all necessary steps to administer, supervise, preserve, and protect the Collateral; and regardless of any action taken by Holder, there shall be no duty upon Holder in this respect. The undersigned shall pay all expenses of any nature, whether incurred in or out of court, and whether incurred before or after this Note shall become due at its maturity date or otherwise, including but not limited to reasonable attorney's fees and costs, which Holder may deem necessary or proper in connection with the satisfaction of the Indebtedness or the administration, supervision, preservation. protection of (including, but not limited to, the maintenance of adequate insurance) or the realization upon the Collateral. Holder is authorized to pay at any time and from time to time any or all of such expenses, add the amount of such payment to the amount of the Indebtedness, and charge interest thereon at the rate specified herein with respect to the principal amount of this Note.

The security rights of Holder and its assigns hereunder shall not be impaired by Holder's sale. hypothecation or rehypothecation :>f any note of the undersigned or any item of the Collateral, or by any indulgence, including but not limited to (a) any renewal, exten­sion, or modification which Holder may grant with respect to the Indebtedness or any part thereof, or (b) any surrender, compromise, ·elease, renewal, extension, exchange, or substitution which Holder may grant in respect ot the Collateral, or (c) any indulgence ~ranted in respect of any endorser, guarantor, or surety. The purchaser, assignee, transferee, or pledgee of this Note, the Collateral. md guaranty. and any other document (or any of them), sold, assigned, transferred, pledged, or repledged, shall forthwith become 1ested with and entitled to exercise all the powers and rights given by this Note and all applications of the undersigned to Holder or )BA. as if said purchaser. assignee. transferee. or pledgee were originally named as Payee in this Note and in said application or lpplications.

>BA Form 14'1 f5·87) Page 2

This promtssory note is g1ven Ia secure a loan which SBA is making or in which it 1s participating and, pursuant to Part 101 of the Rules and Regulations of SBA (13 C.F.R. 101.1(d)), this instrument is to be construed and (when SBA is the Holder or a party in mterest) enforced in accordance with applicable Federal law.

A to Z Wholesale Floral Supply, Inc., a Callfornla'corporatlon

(CORPORATE SEALl

Catherine A. Zlkak!s,

Note.-Corporate applicants must execute Note, in corporate name. by duly authorized ollicer. ·and seal must be alfixed and duly attested; part· ership applicants must execute Note in firm name. together with signature of a general panner.

BA Form 147 (5·87) Page J

'U.S.GP0:1996-412·014i49135

U.S. Small Business Administration Santa Ana District Office 200 West Santa Ana Boulevard, Suite 700 Santa Ana, CA 92701

Lender:

Commercial Capital Corporation 50 Albany Turnpike Canton, CT 06019

LOAN NUMBER: G f- i 69-7 63-4U-00-S N A

Your request dated October 23. 1997 for SBA to guarantee seventy-five percent (75%) of a loan in the amount of $843,100 to be made by Lender to Catherine A. Zikakis. EPC to assist A to Z Wholesale Floral Supply, Inc. and A to Z Wholesale Floral Supply, Inc. as co-borrowers, 1640 East Saint Gertrude Place Santa Ana. CA 92705, the Small Business Concern ("Operating Company") is hereby approved pursuant to Section 7a of the Small Business Act as amended.

1. THE FOLLOWING FORMS ARE ENCLOSED HEREWITH:

1.A One original of SBA Form 147, Note, to be signed by the Borrower.

1.8 Copies of the SBA Form 1050 Settlement Sheet are to be completed and executed by Lender and Borrower to reflect each disbursement. Prompt reporting of disbursements is necessary.

1.C SBA Form 159 Compensation Agreement shall be executed by Borrower, its representative, and Lender, and returned to SBA if either Borrower or Lender has employed and compensated an agent or representative (including an attorney, accountant, packager, or other consultant) in connection with the Borrower's loan application. If no fees have been charged, please write "None" and return the Form to the SBA Finance Division.

1.0 The original copy of this Authorization shall be executed prior to f1rst disbursement and retained in loan file by the Lender. Additional SBA Forms required, if any, are itemized below.

1 .J SBA Form 641 - Request for Counseling 1.K SBA Form 722- Equal Employment Opportunity Poster 1.L SBA Form 793 -Notice to New SBA Borrowers

2. THIS AUTHORIZATION IS SUBJECT TO:

2.A Provisions of the Guaranty Agreement between Lender and SBA, dated June 5, 1994 and any Supplemental Guaranty Agreement between Lender and SBA.

2.B First disbursement of the loan being made not later than six (§) months, and no disbursement being made later than twelve (jl) months. from the date of this Authorization, unless such time is extended pursuant to prior written consent by SBA.

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GP- :69-763-40-00-SNA Page2

2.C Receipt by Lender of satisfactory evidence that there has been no unremedied adverse change since the date of the Application, or since any of the preceding disbursements, in the financial or any other condition of Borrower, which would warrant withholding or not making any such disbursement or any further disbursement.

2.0 The representations made by Borrower in its loan application, the requirements or conditions set forth in Lender's application form, including the supporting documents thereto, the conditions set forth herein and any future conditions imposed by Lender (with prior SBA approval).

2. E Notwithstanding any other provisions of this Authorization, the Lender may use its own form(s) in lieu of standard SBA forms, except for SBA Form 147, Note; and SBA Form 148, Guaranty; SBA Form 159, Compensation Agreement; and SBA Form 1050, Settlement Sheet. Lender may use computer­generated replications of these four mandated SBA Forms, as long as they are exact reproductions of these SBA Forms. Lender will be held responsible for any errors or omissions.

2.F Borrower and Guarantors, if any, acknowledge that in accordance with 13 CFR Part 101. they are not entitled to and hereby waive the right to claim or assert any immunities or defenses, including but not limited to any right of subrogation and/or contribution against SBA, which may be available under local law. to defeat. modify, or otherwise limit their obligation to repay any monies advanced by Lender to Borrower pursuant to the terms of this Loan Authorization.

3. TERMS OF LOAN:

3.A. Repayment term. interest rate(s). and maturity.

Repayment terms contained in the executed SBA Form 147 Note sr1all conform to the following paragraphs:

3.A.09 One interest installment, payable once, commencing on the first day of the month from date of Note followed by 239 installments. including principal and interest. each in the amount of Eight Thousand Eight Hundred Fiftv-Seven dollars ($8,857), commencing on the first day of the second month from date of Note and continuing due and payable Monthly thereafter until years from date of Note when the full unpaid balance of principal and interest shall become due and payable. Each installment shall be applied to interest accrued as of the date of receipt and the balance, if any, to principal.

THIS IS A VARIABLE INTEREST RATE NOTE. Interest on unpaid principal shall accrue at the initial rate of Eleven and One-Quarter percent (11.25%) per annum. Commencing on the first calendar day of the calendar Month following first disbursement, and Monthly thereafter, the interest rate shall increase or decrease to Two and Three-Quarters percent (2.75%) above the Prime Rate in effect on the first

business day of the month, as published in the Money Rates Section of The Wall Street Journal.

NOTE: The amount of the monthly payment shown above is based upon the prime interest rate as of the date of the receipt of the loan application by SBA of Eight and One-Half percent (8.5%) plus a spread of Two and Three-Quarters percent (2.75%).

The amount of 239 installments of principal and interest required herein shall be increased or decreased, as appropriate, to an amount necessary to amortize principal remaining unpaid as of the date of the change in the interest rate over the remaining term of this Note. ·

The Lender shall give the Borrower written notice of any change in the interest rate of this Note and of Revision 5.0- 5/97

Page 3

any change (either an increase or decrease) in the amount of the principal and interest installments required herein within thirty (30) days after the effective date of any such change.

If the Borrower shall be in default in payment due on the indebtedness herein and the Small Business Administration (SBA) purchases its guaranteed portion of said indebtedness, the rate of interest on both the guaranteed and unguaranteed portion herein shall become fixed at the rate in effect as of the first date of uncured default. If the Borrower shall not be in default in payment when SBA purchases its guaranteed portion, the rate of interest on both the guaranteed and unguaranteed portion shall be fixed at the rate in effect as of the date of purchase by SBA.

LATE CHARGE: If a payment is more than 10 days late, Borrower will be charged 50% of the unpaid portion of the regularly scheduled payment. (Late fee may not exceed 5 0% and may not be charged to SBA if SBA purchases the loan pursuant to its guaranty.)

3.A.18 Borrower acknowledges this Note is secured by a Deed of Trust in favor of Lender on real property located in Orange County, State of California. Lender shall add to the Note the due on safe clause exactly as it appears in the deed of trust.

3.8 USE OF PROCEEDS OF LOAN AS FOLLOWS:

3.8.09 Approximately $237,300 to pay trade or accounts payable.

3.8.11 Approximately $571.456 to refund SBA Loan Number GP 469-238-30-06-SNA.

3. 8.12 Approximately $34.344 for working capital to be disbursed as deemed necessary by Lender.

3.8.13 Proceeds not expended for purposes indicated above may be disbursed as additional working capital provided said funds do not exceed ten percent (10%) of the specific purpose authorized or $10,000, whichever is less.

3.C COLLATERAL.

3.C.01 First Deed of Trust (including Assignment of Rents) on land and improvements owned by Catherine A. Zikakis and located at 1640 East Saint Gertrude Place, Santa Ana. CA 92705. Evidence of title and priority of lien will be based upon ALTA Loan Policy with Endorsement Forms 100 and 116. Deed of trust must include a Due-on-Sale clause.

3.C.02 Second Deed of Trust (including Assignment of Rents) on land and improvements owned by gatherine A. Zikakis and located at 2311 Boxwood Place, Tustin, CA 92680, subject only to a prior lien held by .:L Nationwide Mortgage with an outstanding balance of approximately $119,000. Evidence of title and priority of lien will be based upon ALTA Title Policy. Deed ofTrust must include a Due-on-Sale clause

3.C.04 First security interest to be taken by Financing Statement and Security Agreement in all of the following personal property and/or fixtures, now owned or hereafter acquired, wherever located, and proceeds therefrom:

3.C.04.a Machinery, Equipment, and Furniture

3.C.04.b EXCLUDING Titled Motor Vehicles

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GP-169-763-40-00-SNA. Page 4

3.C.04.c Fixtures

3.C.04.d Inventory

3.C.04.e Accounts

3.C.04.f Generallntangibles

3.C.04.g Chattel Paper

3.C.04.h Documents

3.C.04.k Consumer Goods

3.C.21 Absolute collateral assignment of life insurance on Catherine A. Zikakis in the amount of $843,100, subject to no other assignments. (This must be decreasing term type life insurance unless the Borrower specifically requests permission in writing to assign existing coverage or other types of new life insurance.) There shall be no purchase of additional life insurance for this loan from the business income or assets during the term of the loan without prior written approval of SBA.

3.C.22.a Assignment of rents by the Eligible Passive Company of its rights, title, and interest in rents from the lease between the Eligible Passive Company and the Operating Company for the premises located at 1640 East Saint Gertrude Place. Santa Ana. CA 92705.

3.C.33 Sormwer agrees that should default occur in this loan or in any other outstanding SBA or SBA guaranteed loan, all such loans shall be immediately due and payable.

4. TO FURTHER INDUCE SBA TO GUARANTEE THIS LOAN, BORROWER AGREES TO THE FOLLOWING CONDITIONS DURING THE TERM OF THIS LOAN:

4.A Execution of all documents required in Item 1 above.

4.B Reimbursable Expenses-

Borrower will, on demand, reimburse Lender for any and all expenses incurred, or which may be hereafter incurred, by Lender from time to time in connection with or by reason of Borrower's application for, and the making and administration of the loan.

4.C Books, Records, and Reports-

Borrower will at all times keep proper books of account in a manner satisfactory to Lender and/or SBA Borrower hereby authorizes Lender or SBA to make or cause to be made, at Borrower's expense and in such manner and at such times as Lender or SBA may require, (a) inspections and audits of any books, records and paper in the custody or control of Borrower or others, relating to Borrower's financial or business conditions, including the making of copies thereof and extracts therefrom, and (b) inspections and appraisals of any of Borrower's assets. Borrower will furn.ish to Lender for the period ending 1?/31/1997 and annually thereafter (no later than 3 months following the expiration of any such period) and at such other times and in such form as Lender may prescribe, Borrower's financial and operating statements. Borrower hereby authorizes all Federal, State and municipal authorities to furnish reports of

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exa:nin~tions, records, and other information relating to the conditions and affairs of Borrower and any des1red mformat1on from reports, returns. files, and records of such authorities upon request therefore by· lender or SBA.

4C.02 The Borrower's financial and operating statements required in Paragraph 4.C herein shall include annual financial statements compiled by an independent public accountant submitted within ninety (90) days of the close of Borrower's fiscal year.

4.C.04 If loan is not closed within ~ month(s) from date of the Authorization, Borrower shall furnish lender current, signed financial statements for the business, each principal and each guarantor.

4.0 Borrower shall not execute any contracts for management consulting services without orior aoproval of lender.

4.E Distributions and Compensation -

6• ,. !f Borrower is a corporation, the written consent of the Lender is required to declare or pay any dividends or make any distribution upon its capital stock, or purchase or retire any capital stock.

Lender's approval is also required if a corporate borrower intends to consolidate, or merge with another company, or give any preferential treatment, make any advance, directly or indirectly, by way of loan, gift, bonus or otherwise, to any company, directly or indirectly, controlling or affiliated with or controlled by corporate Borrower. or any other company, or to any officer, director or employee of Borrower, or of any such company.

B. If Borrower is a limited liability company, partnership or individual, Lender's approvai is required to make any distribution of assets of the business of Borrower, except for reasonable compensation for services, or give any preferential treatment, make any advance, directly or indirectly, by way of loan, gift, bonus or otherwise, to any partner or any of its employees, or to any company, directly or indirectly controlling or affiliated with or controlled by Borrower, or any other company.

C. Regardless of the Borrower's structure or business form, Borrower will not, without prior consent of Lender, (a) pledge, mortgage or otherNise encumber in any manner whatsoever any of Borrower's present or after acquired property or assets, (b) borrow money or obtain a loan from any person. corporation or any other source, (c) make any investments in other business or real property, (d) make or guarantee any advances or loans made to others, (e) incorporate, if presently a partnership, limited liability company, or sole proprietorship, and (f) sell a substantial part, or all of its assets ..

4.F OTHER PROVISIONS.

4.F.01 SBA Form 147 Note shall be executed by Catherine A Zikakis and A to Z Wholesale Floral SLjpoly, Inc.

4.F.05 Borrower to execute SBA Form 159, Compensation Agreement, prior to first disbursement.

4.F.06 Borrower to execute SBA Form 641, Request for Counseling, prior to first disbursement.

4.F.08 Borrower will post in its place of business SBA Form 722, Equal Opportunity Poster, where it will be clearly visible to employees. applicants for employment, and members of the general public.

Rel'ision 5.0- 5/97

GP'- 169-763-40-00-SNA

Page 6

4.F.09 Prior to first disbursement, the Lender must be in receipt of evidence of the kind described below from an independent authoritative source which is sufficient to indicate to the Lender that the property is not in a special hazard area (SFHA). "Property" is defined as the asset(s) financed as a part of the SBA financial assistance and/or other collateral deemed necessary by SBA. If such evidence is not provided to the Lender, the borrower must obtain, and maintain, a Standard Flood Insurance Policy or other appropriate special1~ood hazard insurance in amounts and coverage's equal to the lesser of (1) the insurable value of the property or (2) the maximum amount of coverage available. Borrower can show that special flood hazard insurance has been acquired by submitting a copy of the policy or providing evidence of premium payment for the appropriate coverage to a licensed insurance agent. Borrower will not be eligible for either any future disaster assistance or SBA business loan assistance if the special flood hazard insurance is not maintained as stipulated herein throughout the entire term of this loan.

As evidence that the property is not located within a special hazard area subject to flooding, mudslides or erosions, the Lender may rely on a determination of special flood hazard area status by the borrower's property & casualty insurance company, real estate appraiser, title insurance company, a local government agency or other authoritative source acceptable to SBA which would ordinarily have knowledge of the special flood hazard area status for the property.

Any such flood insurance obtained shall name Lender as Mortgagee or Loss Payee and providing that the interests of the Mortgagee or Loss Payee shaH not be impaired or invalidated by an act or neglect of the owner/insured. Insurance policy shall refer to the SBA loan number.

4.F.10 Borrower and/or owners of the collateral shall provide and maintain fire, lightning and extended coverage for the maximum insurable amount on all real and personal property taken as collateral. naming Lender as Mortgagee or Loss Payee and providing that the interests of the Mortgagee or Loss Payee shall not be impaired or invalidated by an act or neglect of the owner/insured. Insurance policy shall refer to the SBA loan number.

4.F.12 Prior to first disbursement, Borrower must furnish to Lender a copy of a lease indicating a term for at least the term of the loan for premises located at 1640 East Saint Gertrude Place. Santa Ana, CA 92705. For Eligible Passive Company loans: 1) options for renewal are acceptable if exercisable exclusively by the operating small business concern): and 2) lease bet.veen the Eligible Passive Company and the Operating Company must be subordinated to Lender's mortgage, trust deed lien, or other security interest on the property.

4.F.26 Prior to or at the time of the first disbursement. Borrower sha 11 provide Lender with satisfactory evidence that it is duly licensed.

4.F.26.A Prior to or at the time of first disbursement, Borrower shall provide Lender with satisfactory evidence that it has the right to do business under the name of A to Z Wholesale Floral Supply.

4.F.27 Written agreement satisfactory to Lender by Borrower that: At least 90% of all credit cards. which are to be paid-off with loan proceeds. will be cancelled.

4.F.45 Lender to remit its check for the SBA guaranty fee in the amount of $21,377.59, to SBA within 90 days from the date of this Authorization and Loan Agreement. The check, identified by the SBA loan number, must be forwarded to the U.S. Small Business Administration, P.O. Box 748, Denver, Colorado 80259. Lender may charge this guaranty fee to the Borrower only after Lender has paid the fee to SBA and initial

Revision 5.0- 5i97

Page 7

disbursement has been made on the loan. The fee may be part of the loan proceeds.

Lender agrees to pay an ongoing guaranty fee equal to one-half of one percent per annum on the guaranteed portion of the outstanding balance. This fee shall be paid by the lender following the receipt of a payment from the borrower. The fee may not be charged to the borrower and shall be received by the SBA-designated fiscal and transfer agent by the third day of the month (or the next business day thereafter, if the third is not a business day), following receipt of a scheduled payment. There is a two business day grace period after the due date. Lender agrees to report the status of all of its SBA guaranteed loans on a monthly basis using SBA Form 1502 or an acceptable electronic format.

4 F.46 Prepayment penalty fees as a condition of this loan are prohibited; provided, however. that pursuant to the terms of SBA Form 147, Note, Borrower is required to provide Lender with written notice of intent to prepay part or all of this loan at least 3 weeks prior to the anticipated prepayment date. A prepayment is any payment made ahead of schedule that exceeds 20% of the then outstanding principal balance. If borrower makes a prepayment and fails to give at least 3 weeks advance notice of intent to prepay, then Borrower shall be required to pay Lender three weeks interest on the unpaid principal as of the date preceding such prepayment

4.F.47 Such other terms and cond tions which Lender may set forth which are not inconsistent with the provisions of this Authorization.

4.F.48 Borrower certifies that at the time it submitted its Loan Application it was and shall continue to be current on all Federal and State withholding taxes, payroll taxes, sales taxes, and similar funds held in trust.

4.F.50 Borrower acknowledges and understands that the funding of this loan is conditioned upon the real property offered as collateral and/or the business premises ("the Property") being free from contamination by any Hazardous Substance and that if such contamination is present or reasonably appears to be present, the loan may be funded or canceled at any time in the sole discretion of Lender and/or SBA If the loan is canceled in whole or in part, Borrower agrees to release Lender and/or SBA from all liability. As used in this Loan Authorization, the term "contamination" means the presence of any Hazardous Substance at a level in excess of that permitted or allowed by local, state or federal laws and regulations.

4.F.50.a For purposes of this Loan Authorization, the term "Hazardous Substance" means (i) any substance, product, waste or other material of any nature whatsoever which is or becomes listed, regulated, or addressed pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq. ("CERCLA"); the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq. (''RCRA"); the Toxic Substances Control Act, 15 U.S.C. Sub-section 2601 et seq.; the Clean Water Act, 33 U.S.C. Sub-section 1251 et seq.; the California Hazardous Waste Control Act, Health and Safety

Code Sub-section 25100 et seq.; the California Hazardous Substance Account AGt. Health and Safety Code Sub-section 25330 et seq.; the California Safe Drinking Water and Toxic Enforcement Act. Health and Safety Code Sub-section 25249.5 et seq.; California Health and Safety Code Sub-section 25280 et seq. (Underground Storage of Hazardous Substances); the California Hazardous Waste Management Act, Health and Safety Code Sub-section 25170.1 et seq.; California Health and Safety Code Sub-section 25501 et seq. (Hazardous Materials Release Response Plans and Inventory); or the California Porter Cologne Water Quality Control Act, Water Code Sub-section 13000 et seq., all as amended, or any other federal, state or local statute, law, ordinance, resolution, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance, or material, as now or at any time hereafter in effect (ii) any substance, product, waste or other material of any nature whatsoever which may give rise to liability under any of the above

Revisiorr 5.0 • 5/97

GP- 169-763-40-00-SNA

Page 8

statutes or under any statutory or common law theory based on negligence, trespass, intentional tort, nuisance or strict liability or under any reported decisions of a state or federal court, (iii) petroleum or crude oil other than petroleum and petroleum products which are contained within regularly operated motor vehicle_s, and (iv) asbestos.

4.F.51 Borrower represents, warrants and acknowledges that: (1) at the time it submitted its loan application it was and shall continue to be in compliance with all local, state, and federal laws and regulations pertaining to Hazardous Substances; (2) Borrower has no knowledge of any contamination from Hazardous Substances of any real or personal property pledged as collateral for this loan which is in violation of any such laws and regulations; (3) Borrower assumes full responsibility for all costs incurred in any clean-up involving Hazardous Substances and agrees to indemnify Lender and SBA against payment of any such costs (Borrower may be required by Lender and/or SBA to execute a separate indemnification agreement); {4) until full repayment of the loan, Borrower shall promptly notify lender and SBA if it knows, suspects or believes there may be any Hazardous Substance in or around the real property securing this loan or if Borrower and/or such property are subject to any investigation by any Governmental agency pertaining to any Hazardous Substance.

4.F.53 Prior to first disbursement, Lender shall obtain a Phase I Environmental Risk Site Assessment indicating to the satisfaction of Lender and SBA that the Property is free from contamination by any Hazardous Substance.

4.F.56 Prior to first disbursement, Lender must verify that the copies of the federal tax returns submitted with the application for this loan conform with the actual tax returns sent to IRS for the following entities and years: Catherine A. Zikakis for the years 1994, 1995, and 1996.

4.F.60 Borrower certifies that no principal who owns at least 50% of the voting interest of the company is delinquent more than 60 days under the terms of any (a) administrative order, (b) court order, or (c) repayment agreement that requires payment of chlld support.

5. PARTIES AFFECTED.

This Agreement shall be binding upon Lender, Borrower and each of their successors and assigns. No provision stated herein shall be waived without the prior written consent of SBA.

SMALL BUSINESS ADMINISTRATION Administrator. Aida Alvarez

Name: TRUMAN L. PENN

Title: ACTING CHIEF FINANCE DIVISION

Date: NOVEMBER 21, 1997

Revision 5.0 - 5/97

.. '

GP- i 69-763-4t.i-Du-SN A

Page 9

Acceptance by Lender and Borrower and Guarantors, if any

In consideration of the SBA guaranty of the loan to be advanced by Lender to Borrower, the undersigned hereby acknowledge that they have received a copy and understand the terms and conditions of this Loan Authorization, and agree to perform in accordance therewith.

LENDER

Name: Commercial Capital Corporation

Date:

BORROWER

Name: Catherine A. Zikakis. EPC to assist A to Z Wholesale Floral Supply. Inc. and A to Z Wholesale Floral Suoplv Inc. as co-borrowers

By: Catherine A Zikakis

Date:

SMALL BUSINESS CONCERN (Eligible Passive Company loans)

Name: A to Z Wholesale Floral Supoly, Inc.

By: Catherine A. Zakakis

Title: President

NOTE:

( 1 )Corporate applicants and/or Guarantors must execute this Authorization, in corporate name, by duly authorized officer, and seal may be affixed and duly attested; partnership applicants must execute in firm name, together with signature of a general partner. Corporate applicants and/or Guarantors must execute this Authorization, in corporate name, by duly authorized officer, and seal may be affixed and duly attested; partnership applicants must execute in firm name, together with signature of a general partner.

Revision 5.0 • 5/97

A to Z Wholesale Floral Supply, Inc., a California corporation

By'( ~,ug_ r{! ~ Catherine A. Zikakis, Preside~~ Secretary

(CORPORATE- 2 OFFICERS)

STATE OF Ci;Ltfo~Pof) ) SS.

COUNTY OF ()121t(l) 6-<.5"

. )

I,..:7c2sQd o. L4v/1l'Notary Public in and for said County, in the State aforesaid, do hereby certify that ori this day personally appeared before me, f1 rh e.e o..r ~ fb. ~

Z t i< A k' < • ....s personally known to me to be the same persons whose names are subscribed to the foregoing instrument as the President and Secretary of /) To Z LJhD /e siJ /e. M.t_ n-L. Su,ry/t:;;., t..., an (!,~- c_ t/=u~ A/ ut corporation, acknowledged that they sigried, sealed, ind delivered the said instrument as their free and voluntary act and deed, for the uses and purposes therein set forth, and that the seal affixed to the foregoing instrument is the corporate seal and the said instrument was signed, sealed, and delivered in the name and in behalf of said corporation by the authority of its stockholders and Board of Directors as the free and voluntary act of said corporation for the uses and purposes set forth.

GIVEN under my hand and notarial seal this I .5' day ofQccB-'1 ~e:<.., 1997.

(NOTARIAL SEAL) ~L 0, o02,.,.,__ ota ublic

My Commission ... o Expires:~ :s'/o

(INDIVIDUAL)

STATE OF Q/iL fFo RN i 11: ) ) SS.

COUNTY OF 0 I< v~ ,u E c; ) .

I,Jo.!.eo~ (). LA"'/~otary Public in and for said County, in the State aforesaid, do hereby certify that o;this day personally appeared before me(! It rhest :U c If. Z: II< 8 1< 1 s , personally known to me to be the sam~son whose name is subscribed to the foregoing i~s~ent, and acknowledged that~igned, sealed and delivered the said instrument as ~free and voluntary act and deed, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this

(NOTARIAL SEAL)

~()~ ta ublic . My commission expires: ·1 /.;l£j'oo

-.,< </

First American Title Insurance CoTnpany 114 EAST FIFTH STREET.(!'. 0 BOX JG~) SANTA AN.\, CAUFORNJA q27U2 (7l4J 558-3cJ I

BORROWER'S ESCROW L'\fSTRUCTIO:\'S

,/()t~·

The undersigned is obraming. a lmm on che property hereinafter described for rhe total amount of S-~4-l:'3';1110ll(J: <a~d ~xecute a 1wo (2) Noles :md IWO (2) Deeds uf Tm't on the property hereinafter descd>ed as hem 5 below. to l)e usee in accordance witl1thesc in~tructions, the consideration beiag as follows:

Lender to deposic $843,\00.00, less fees. com ami ch~rges made by the Le;;dcr which is her~by approved by Borrower. provided upon recordation ur nny ir.s:rumeQts called for in this escrow you can is;;u~. or cause to be issud, a Policy of Title Tnsur3ncc in :he form required by Lemler with liability of no1 less than the amonm of said loan on the foi\owing described pmperties in the State of California:

(LEGAL DESCRIPTION TO FOLLOW UPON RECEIPT OF CO:V!MITMENT FOR TITLE INSCRA:--iCEl

SHOWTI'-<G TITLE VESTED IN: CATHERINE ZIKAKIS, AN U1\MARRIED\V0.\1AN

SA!D PROPERTY IS i\LSO K:-iOW!\ .A.S·

I. 1640 E. ST. GERTRUDE PL., SANTA .-\1\A, CA :?.. 211 I BOXWOOD l'LACB, TLSTIN, C:\

SUBJECT ONLY TO:

I. :--ion·Ddinqucm Gencml and Special Taxes for riscal year 97-98. 1 Tile :i:a of supplcmemal :a~cs asses·;ed pursuam to Chapter "98. S:mul¢' of l9!!'3 of :i1c Stare of Cdiforraa.

Assessments and/or brmd:::,· as approved by Lender. Cuve1~a~ts,_ t:(u:_di_tion~. res_~ricrions,_.ri.gh~k9.L\~·:~y t. e.aser:J(;!n~s -~n~_ rcsen~~at_iQJI.~~Q[ _ _rc_cord,.._ if. any.

·;;:f'i;.sr DeCd 'of Tr~i-i[-in r~c;;rcf < securin!! a no[c"i;i-[}.;,"amr;uil~ (;{'$ 843, lOO.OO in favor of COMMERCIAL CA PlTAL CORPORATION (Said Deed of Trust shall cover property kDown as 16·\0 E. $t Gertrude PL Santa Aca, CAl;,

6. A "-nd Deed of Trust to record securing a note in •.!le amount or S 843,100.00 in favor of Commcrci:•l COMMERCL\L CAPITAL CORPORATION (Said Deed or Trust shall cover propeny known as 2311 Boxwood Pl, Tusr!n. C.-\) .•. ·----... ____ ... __ _ _

----~---·--·----·-------·-· ·-· -·-FuH information concerning said loan to he furnished prior ~o dose of escrow~ Bo:TmJ...·ec's signa~urc on loan documents shaH constH:JI.e their approv:~l of the tcn~1s Md condi;io:Js of sacU: loa-1.

Bo!·rawer will puy all loan , escrow 'and title costs in conncctio;> with this tran!>llctian. The exectHion by rhe ur.d~r~igncd of rite Nme. Deed of Trusr ;;ntl other documenrs required by the Lendt'< shull be deemed by you us Escmw Holder ro be our approval ·h~roof.

These Escro'"-' ln"Srrucdons tire 10 b~ constru-:d with :11e in-st:uctions of the t.~nd.cr placed 1n tht: Escrow with ycu. w1ri10l!l

fur:her approval.

T:me is of the essence of 1hese b"Structions. If !or ally reasonl o~t1cr than my failure ro comply with the fon~going

inmucciot,, this ~scrow cannot be closed on or before DECEMBER 23. !997, l may, by written and sausfacro;y notice to you, demmd ~he cmm of money nndio~ instruction; that J hav~ placed herein; olhorw"c, complete this escrow ns soon'" ;mssibie.

Sta:t SC>i!'Ch of title at once ancl send a cer>ificd copy of these inst:c:ctioJ:s and Prei:minary Title Re;Jor: w Lender.

< • ·f;>·om lo:m proceeds du~ the undcr,Jgne<.!. )lOU arc h~tcby bstructed and authorized to pay all encumbrmces of record. if any. ·. ·'~,_·::~10tlt furtht~r approval, including prepaymcm pcnallies, t\.' show title :t.-it herein provided.

I,-IRST A.\IERlC:\:"-i TITLJ:: INSURANCE CO~·!PANY CONDUCTS ESCROW BUSINESS UNDER CERTIFIC:\ TE OF At:THOJUTY NO. 27S7 !SSUF.D !W THE S'TATE OF CALIFORNIA DEl'AR'f'l\fENT OF lNSURA!\CE.

ESCROW OFFICER 8SCROW NO.: 97634631'vl .lt:Drru \I. MOORE DATE: December 22, 19117

PAGE 1

EXHIBIT P

fwd: Thanks for rememberir~ my visit Page 1 of 1

From: Cathy Zikakis < >

To: dsegretti <dsegretti@aol.com>

Subject: Fwd: Thanks for remembering my visit

Date: Mon, Oct 13,2014 2:09pm

Mark Tabbert /Plethorabusinesses.com

Cathy Zikakis AtoZ Wholesale Floral Supply Inc 3043 S. Oak Street Santa Ana, Ca 92707 714-966-1088 fax 714-966-2842 wvvvv .atozwho I esalefloral. net

-----Original Message-~---From: Mark Tabbert <Mark@plethorabusinesses.com> To: Cathy & Jacquelin Zikakis <atozwhsle@aol com> Sent: Mon, Feb 7, 2011 12:57 pm Subject: Thanks for remembering my visit

If any thing changes please call. Hope things are blooming!

Mark Tabbert, CBB Business Consultant & Sales

",~; 1

PLETHORA Businesses

CA ORE lndividuaiiD 01809432

2117 W. Orangewood Ave.

Orange, CA 92868

Office: 714.255.8862 Fax: 714.255.8866

Mobile: 949.355.6073

Mark@PiethoraBusinesses.com

www.PiethoraBusinesses.com

Non securities transactions offered through A Premier in Services, Inc. d.b.a. Plethora Businesses, CA ORE 10 01252257

Securities transactions offered through Reliance Worldwide Investments, LLC,a member of FINRA, SIPC, and MSRB.

The contents of this e-mail message, includ1ng any attachments, are intended solely for the use of the person or entity to which the e-mail

was addressed. It contains information that may be privileged and confidential and protected from d1sciosure by appliCable state and

federal law. If you are not the intended recipient of this message, be advised that any dissemination. distribution, or use of the contents of

this message is strictly prohibited If you receive this message 1n error, please contact the sender by return e-maiL Please also

permanently delete all copies of the anginal e-mail and .any attached documentation Thank you

·II , . 1 I 'I I I p 1 (1/1 '"l/'1(\1 ;1

Fwd: please call

From: Cathy Zikakis <atozwhsle@aol.com>

To: Dsegretti <Dsegretti@aol.com>

Subject: Fwd: please call

Date: Fri, Oct 10, 2014 10:27 am

Cathy Zikakis AtoZ Wholesale Floral Supply Inc 3043 S. Oak Street Santa Ana, Ca 92707 714-966-l 088 fax 714-966-2842 wv..,nw .atozwholesaleflora\.net

-----Original Message..:. ••• From: Bob Mellano <bmellano@mellano.com> To: ATOZWHSLE <ATOZWHSLE@aol.com> Sent: Man, Mar 5, 2012 12:49 pm Subject: RE: please call

Hi Cathy,

I apologize for taking so long to reply; however i am just catching up after Valentines. I will contact you directly in the next weekto disGuss your thoughts.

·:r-. Bob Mellano VP of Sales Mellano North

213-622-0796x 241 (office) 213-412-4941 (direct) 213-622-4942 (fax) www. mellano.com

From: ATOZWHSLE@aol.com [mailto:ATOZWHSLE@aol.com] Sent: Monday1 January 301 2012 11:31 AM To: Bob Mellano Subject: Re: please call

Hi Bob,

First of all, we are all still talking about the fabulous hospitality that you and your family afforded CSFA to have a successful convention. It will always be remembered.

You know, I have been in the floral business since 1981 and was wondering if you were interested at all in having a presence in Orange County again.

Please let me know if there could be any further discussion on this matter.

Regards,

Page l of2

Fwd: please call

Cathy

AtoZ Wholesale Floral & Supply 1511 E McFadden Avenue Santa Ana, Ca 92705 Phone: 714-966-1088 Fax: 714-966-2842 ~. email: atozwhsle@aol.com website: atozwholesalefloral.net

Page 2 of2

... _ t~ct: proposal

From: Cathy Zikakis <atozwhsle@aol.com>

To: Dsegretti <Dsegretti@aol.com>

Subject: Fwd: proposal

Date: Fri, Oct 10, 201410:15 am

Cathy Zikakis AtoZ Wholesale Floral Supply Inc 3043 S. Oak Street Santa Ana, Ca 92707 714-966-1088 fax 714-966-2842 W\VW .atozwholesalefloral .net

-----Original Message~---From: Rob Shibata <RJShibata@mteden.com> To: Cathy Zikakis <atozwhsle@aolcom> Sent: Tue, Jul2, 201~4:23 pm Subject: RE: proposal

Cathy,

Thank you for considering Mt Eden/GM Floral as a potential successor for your business. We take it as a compliment that you v.;ould think of us. You have a long history in the industry and an excel1ent reputation.

We have considered your location, our current operations, and our near term goals for our business in southern I

California. Our conclusion is that we are not prepared to expand our business in the Orange County area at this time. Therefore we will have to decline consideration as a potential buyer. Again, thank you for thinking of us. This correspondence will remain confidential.

Regards, Rob Shibata

From: Cathy Zikakis [mailto:atozwhsle@aol.com] Sent: Tuesday1 June .181 2013 11:32 AM To: Rob Shibata Subject: Re: proposal

Dear Mr. Shibata,

I am the original owrter of AtoZ Wholesale Floral Supply Inc. since 1981 and I am considering retirement.

I am writing to you today to see if you have any interest in having or expanding your interests to Orange County. ·

I carry both fresh flowers and supplies and currently occupy a 5400 sq ft building.

Please advise if you would be inclined to know more details.

.1:-'age 1 or L

h :/ il a 1 - I - I a e.asnx 10/10/?014

Ftvd: proposal

·: Regards,

Cathy Zikakis AtoZ Wholesale Flqral Supply Inc 1511 E McFadden Avenue Santa Ana, Ca 92704 714-966-1088 fax 7tl4-966-2842 www. atozwholesalefloral.net

If this email is spam, report it to www,OnlvMyEmail.com

'·'

Page 2 of2

RMrd: follow up

From: Cathy Zikakis <atozwhsle@aol.com>

To: Dsegretti <Dsegretti@aol.com>

Subject: Fwd: follow up

Date: Fri, Oct 10, 2014 10:19 am

Cathy Zikakis AtoZ Wholesale Floral Supply Inc 3043 S. Oak Street Santa Ana, Ca 92707 714~966-1088 fax 714-966-2842 www .atozwholesalefloral.net

-----Original Message..:..---From: Cathy Zikakis <atozwhsle@aol.com> To: mmariani <mmariani@fss.com> Sent: Thu, Oct 3, 201~. 8:53am Subject: Re: follow up

Dear Michael,

I would really love to entertain this fact

I am really overwhelmed with CSF A until after next weekend.

Think about this .. .If you were willing to pay for my inventory, you are already on the way. Also, Mayesh is already starting to put their own supplies in some of their locations. I do not think it will be long before San Diego is out. And FloraFresh saw the value of both when he did not renew your lease with them.

3000 sq ft probably .. would

• be okay ... very indecisive .

Hopefully we can negotiate a good deal that will benefit both parties.

Cathy

AtoZ Wholesale Floral Supply Inc 1511 E McFadden Avenue Santa Ana, Ca 92705 714-966-1088 fax 114-966-2842 wvvw .atozwholesalefloral.net

-----Original Message----From: Michael Mariani <mmariani@fss.com> To: Cathy Zikakis <atozwhsle@aol.com> Sent: Thu, Oct 3, 2013 1:12am

Page 1 of2

1 (\ 11 (\ /"'\ (\ 1 A

F:,:vd: toll ow up Page 2 ot2

Subject: follow up

Cathy,

Good day!

I am following up to see how you're doing with your deliberations on the amount space you may need for a possible lease?

Also, I would still like to check into the possibility of us buying the business, with an employment contract with you for 3 years or so. I think this is a long shot, but it is something I would like to research further. Would you be willing to share your financials from the last fiscal year with me?

Thank you and have a great day!

Sincerely,

Michael

.l..llf' ,, ,_, _,., \1 "''

<"~~~~\

~- }"fi. ... ~,t. ,.,,,,' ·-·

Floral Supply Syndicate 3800 Via Pescador Camarillo CA 93012 · (800)347-9994 j

(805)389-1232 fax 'WVVW.fss.com II)

Jl

7 - 1 n11 ()1'1111 A

F~d: Re. Hi

From: Cathy Zikakis <atozwhsle@aol.com>

To: Dsegretti <Dsegretti@aol.com>

Subject: Fwd: Re. Hi Date: Fri. Oct 10, 201410:22 am

Cathy Zikakis AtoZ Wholesale Floral Supply Inc 3043 S. Oak Street Santa Ana, Ca 92707 714-966-1088 fax 714-966-2842 www.atozwholesalefloral.net

-----Original Message-:.: ••• From: Cathy Zil<akis <atozwhsle@aol.com> To: mmariani <mmariani@fss.com> Sent: Fri. Dec 6, 2013 ;9:16am Subject: Re: Re. Hi

Thank you.

Cathy AtoZ Wholesale Floral Supply Inc 1511 E McFadden Avenue Santa Ana, Ca 92705. 714-966-1088 fax 714-966-2842

:'

www.atozwholesa1efloral.net

-----Original Message-----From: Michael Mariani <mmariani@fss com> To: Catherine Zil<akis <atozwhsle@aol.com> Sent: Fri, Dec 6, 2013 9:07 am Subject: Re: Re. Hi ·

Good morning Cathy!

I hope to have answers for you within a week.

Sincerely,

Michael

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Floral Supply Syndicare 3800 Via Pescador ·

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Camarillo CA 93012 (800)34 7-9994 (805)389-1232 fax www.fss.com

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On Thu. Dec 5, 2013 at 7:33 PM, Catherine Zikakis <atozwhsle@aol.com> wrote: Dear Michael

Have any decisions been made regarding your facility?

Does mellano know that we also have been in negotiations ?

My lease is up the end of february and we have to look for another location if we do not come to any agreement

Please advise

! Cathy

! Sent from my iPhone

Cathy Zikakis · AtoZ Wholesale Florai

1511 E McFadden Avenue Santa Ana, Ca 92705

714-966-1 088

. CeiL 714-305-9054

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... F~.yd: hello

From: Cathy Zikakis <atozwhsle@aoLcom>

To: Dsegretti <Dsegretti@aoLcom> Subject: Fwd: hello

Date: Fri. Oct 10, 2014 10:13 am

We have been in contact since February 2014.

Cathy Zikakis AtoZ Wholesale Floral Supply Inc 3043 S. Oak Street Santa Ana, Ca 92707 714-966-1088 fax 714-966-2842 www.atozwholesalefloral.net

-----Original Message...:.-~-From: Kristy Weinzimer <Kristyweinzimer@yahoo.com> To: Cathy Zikakis <atozwhsle@aol.com> Cc: Alex Colmenero <alexc.sdfbc@yahoo.com> Sent: Fri, Aug 22, 2014 7:19am Subject: Re: hello

Hi Cathy,

I'm so glad to hear that you're comfortable in your new space. I can't wait to come and see it

We will be in town today and tomorrow morning. I would love to stop by and talk about the possibility of your business.

Please let me know when a convenient time will be. Thank you for getting in touch with me.

Kristy

Kristy Weinzimer President San Diego Flowers ': · Flowers By Coley Downtown San Diego·Frowers Who Invited You Events Irvine Flowers by Coley Who Invited You, Inc. SAN DIEGO LOCATION 9187 Clairemont Mesa Blvd. Suite 4 San Diego, California 92123 IRVINE LOCATION 18011 Sky Park Circle·Ste. G Irvine, California 92614 TUSTIN LOCATION 13011 Newport Avenue' Ste. 105 Tustin, California 92780 1-800-488-8114 www. flowersbyco1ey.com Cell: (619) 548-5606

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On Aug 19, 2014, at 2:48PM, Cathy Zikakis <atozwhsle@aol.com> wrote: ;I •

Hi Kristy,

Well, we are almost settled in our new warehouse and I love it!

It has a wonderful feel to it and the size is good.

We are getting· ready to list the business and I was wondering if you still had any interest in acquiring if.

Please let me know. l·see that you are not too far away in Skypark. I hope all is well with you.

Regards,

Cathy

Cathy Zikakis AtoZ Wholesa,le Floral Supply Inc 3043 S. Oak Street Santa Ana, Ca 92707 714-966-1088·;fax 714-966-2842 \VWw.atozwholesalefloral.net

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