24-0221_R&H LAND PARTNERS_License Estoppel (OTRA, Inc.)LICENSEE ESTOPPEL
OTRA, INC., a California corporation, ("Licensee") hereby certifies to R & H LAND
PARTNERS, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY ("Purchaser") and its successors
and assigns that Licensee licenses from the City of San Juan Capistrano, a municipal corporation
("Licensor") certain open space land generally located at the most westerly end of Cook Park/La
Novia, south of the intersection of Calle Arroyo and Rancho Viejo Road (the "Premises")
pursuant to that certain License Agreement dated January 20, 2015 by and between Licensor and
Licensee, as amended by that certain First Amendment to License Agreement dated January 20,
2020 (collectively, the "License'), a true, correct and complete copy of which is attached hereto
as Exhibit A. Licensee hereby certifies to Purchaser that as of the date hereof:
1. The License is in full force and effect and has not been modified, supplemented or
amended, except as set forth in the introductory paragraph hereof.
2. Licensee is in actual occupancy of the Premises under the License and Licensee has
accepted the same. Licensor has performed all obligations under the License to be performed by
Licensor.
3. The current term of the License commenced January 20, 2020 and shall continue on a
month-to-month basis until terminated by either party upon thirty (30) days prior written notice
to the other party.
4. Licensee has not paid any license fee or other payments more than one (1) month in
advance. The current License fee is Two Hundred Fifty Dollars ($250.00) per month plus twenty
five percent (25%) of all revenues for Licensor sponsored programs.
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5. There currently exist no claims, defenses, rights of set-off or abatement to or against
the obligations of Licensee to pay the license fee or relating to any other term, covenant or
condition under the License.
6. No security or other deposit has been paid with respect to the License.
7. Licensor is not currently in default under the License and there are no events or
conditions existing which, with or without notice or the lapse of time, or both, could constitute a
default of Licensor under the License or entitle Licensee to offsets or defenses against the
prompt payment of the license fees. Licensee is not in default under any of the terms and
conditions of the License nor is there now any fact or condition which, with notice or lapse of
time or both, will become such a default.
8. Licensee has not assigned, transferred, mortgaged or otherwise encumbered its interest
under the License, nor permitted any person or entity to use the Premises.
9. Licensee has no rights of first refusal or options to purchase the property of which the
Premises is a part.
10. The License represents the entire agreement between the parties with respect to
Licensee's right to use and occupy the Premises.
Licensee acknowledges that the parties to whom this certificate is addressed will be relying
upon the accuracy of this certificate in connection with their acquisition and/or financing of the
Premises. Terms defined in the License have the same meaning here.
IN WITNESS WHEREOF, Licensee has caused this certificate to be executed this 2 ( day of
• 2024.
LICENSEE: OTRA INC.,
a California corporation
By: rLAX J
Name: Katherine Holman
Title: Chief Executive Officer