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G-1195 - 09/28/2021 - LICENSE -ALCOHOL - Ordinances Supporting Documents ITEM 9.13.1 BOARD OF TRUSTEES MEETING VH IA(,I ()i SAMUEL E. DEAN BOARD ROOM OAK B Rq , K BUTLER GOVERNMENT CENTER 1200 OAK BROOK ROAD OAK BROOK, ILLINOIS 630-368-5000 AGENDA ITEM Regular Board of Trustees Meeting of September 28, 2021 SUBJECT: An Amendment to Title 4,Chapter 1, Section 8A of the Village Code of the Village of Oak Brook, Illinois Relative to the Number of Authorized Liquor Licenses. FROM: Charlotte K. Pruss, Village Clerk Kathy Vonachen, Deputy Village Clerk -j!�P" BUDGET SOURCE/BUDGET IMPACT: N/A RECOMMENDED MOTION: I move to approve passage of Ordinance G-1195, "An Ordinance Amending Title 4, Chapter 1, Section 8A of the Village Code of the Village of Oak Brook, Illinois by Increasing by One to Nineteen the Number of Authorized Class B Liquor Licenses Background/History: SSCH, LLC d/b/a Spirits& Spice has made application to the Village of Oak Brook for a Class B Liquor License for their establishment, SSCH, LLC d/b/a Spirits & Spice located at 100 Oakbrook Center#441. The approval of this liquor license will increase the number of Class B liquor licenses in the Village of Oak Brook from 18 to 19. Background checks are being processed at this time for the officers and manager. The applicant has requested that this application be brought before you for your consideration at the Village Board's regular meeting of September 28, 2021. Enclosed for the Village Board's review is their Application for a Liquor License. Recommendation: The recommendation is for Passage of Ordinance G-1195, which increases the number of Class B liquor licenses by one. If all ordinance requirements are met,the Local Liquor Commissioner Gopal Lalmalani,will issue a Class B Liquor License to SSCH, LLC d/b/a Spirits& Spice, at 100 Oakbrook Center#441. BOT 092821 AGENDA Spirits&Spice Page I I FOR OFFICE USE Date Approved: ` Vn,[AGE OF OAK BROOK License#Issued: I5 a c3duae K Pnm,Vdiege Ckrk Fee Received: 1200 Oak Brook Road Oak Brook,Illi 60523-2255 (630)368-5036 Fu(630)368-5037 kvonache oak-brook.or APPLICATION FOR LIQUOR LICENSE Application is hereby made to the Local Liquor Control Commissioner of the Village of Oak Brook for issuance of a Village of Oak Brook liquor license,pursuant to the ordinances of the Village and laws of the State of Illinois. Irl support of said application,the following is submitted: CLASS: FEE: EXTENDED HOUR FOR CLASS A-1 LICENSE ONLY: Yes E3No 0 ADDITIONAL FEE: 500.00 Corporate Name: SSCHI LLC Phone#: 702-882-0576 Business Name: Spirits&Spice Phone#: 702-882-8871 Establishment Name: Spirits&Spice Phone#: 702-882-0576 Corporate Address: Street Address 3884 Civic Center Drive Fax#: City/State/Zip North Las Vegas E-Mail Address: info@spiritsandspice.com Contact Name: Tiffany Guthrie Contact Title: Director of Administration Phone#: 702-882-0576 E-mail address: Tiffany(a)spiritsandspice.com Establishment Address: Street Address 100 Oakbrook Center#441 Fax#: City/State/Zip Oak Brook,IL 60523 E-Mail Address: tiffany@spiritsandspice.& Contact Name: Tiffany Guthrie Contact Tine: Director of Administration Phone#: 702-882-0576 E-mailaddress: tiffany0soiritsandspice.com State of Illinois Liquor License Number: 1A-1146040 Expiration Date: 09/30/21 List each specific location within this 1) establishment where alcoholic 2) In front portion of store,per the enclosed Floor Plan. liquor is being offered for retail sale: 3) 4) 5) 6) Ownership of Premises: Owned For initial application,provide proof of ownership(e.g.title policy) Leased Q If leased,provide copy of lease for full period of license and provide the following information: Name of Lessor: Oakbrook Shopping Center,LLC Address of Lessor: 100 Oakbrook Center City.State&Zip: Oak Brook_IL 60654-1607 TYPE OF BUSINESS: El Corporation EDIndividual/Sole Proprietorship 0 Limited LiabihryCo.[3Partnership Length of time in business:two years Character of business:retail sales of fine foods,spirits, oils vinegars and related merchandise LIQUOR LICENSE APPLICATION 5-12 Page 101`9 Vn,LAGE OF OAK BROOK +, CLulotte K Pn ,Village Ckrk 1200 Oak Brock Road Oak Brook Mrooas 60523-2255 (630)369-5036 Fax(630)368-5037 k-n-b @oak-hook_-9 LNDMDUAL/SOLE PROPRIETORSHIP: Are you a resident of Oak Brook [3 Yes [] No Other than an Individual/Sole Proprietorship this section must be completed by an authorized agent of the applicant This applicant,other than an Individual/Sole Proprietorship,was organized,formed,or incorporated under the laws of the State of Wyoming on the 6th day of 8/19 If applicant was not organized,formed or incorporated in the State of Illinois,is applicant a foreign business qualified under one of the following to transact business in Illinois p+ Yes E3 No Please check which one: Illinois Business Corporation Act BIllinois Revised Uniform Limited Partnership Act ED Illinois Secretary of State ❑Illinois Revised Uniform Partnership Act Other than an Individual/Sole Proprietorship is this business qualified pursuant to one of the following to transact business in Illinois M Yes❑No Please check which one: D Illinois Business Corporation Act QIllinois Revised Uniform Limited Partnership Act 0 Illinois Secretary of State El Illinois Revised Uniform Partnership Act Registered Agent: Name: Webster&Powell Telephone#: 312-587-8800 Street Address 320 W.Ohio St,#501 Fax#: City/State/Zip Chicago,IL 60654 E-Mail Address: QUALIFICATIONS: 0 Yes No Does the applicant,the manager or any person or entity listed as Officer,Shareholder,Member, Manager or Partner possess a current Federal wagering and gaming device stamp? (If,es,provide details on reverse side)(or on an addendrrrn) ❑Yes ❑+ No Has a federal wagering stamp been issued by the federal government for the current tax period for the premises for which a license is sought? (If ves,provide details on reverse side) ❑Yes ©No Has applicant,the manager or any person or entity listed as Officer,Shareholder,Member, Manager or Partner ever been convicted of a violation of any Federal or State law concerning the manufacture,possession or sale of alcoholic liquor,or forfeited their bond for failure to appear in court to answer charges for any such violation? (If),es,provide date,offense,jurisdiction and case number on reverse side) Q Yes ❑No Has applicant made application for similar or other liquor license on premises other than described in this application? LIQUOR LICENSE APPLICATION 05-12 Page 2 of 9 VndAGE OF OAK BROOK ,. 0-Ione K Ptuss,Village Cteh s 1200 Oak BtoA Rud F Oak Brook tllinuis 60523-2255 (630)369-5036 F-(630)368-5037 hooacke.@aak-b oa org (If yes,provide disposition of such application ort reverse side) Q Yes E)No Has any liquor license issued to the applicant ever been revoked or suspended? (If yes,provide date,reason and jurisdiction on reverse side) ❑Yes 0 No Has applicant,the manager or any person or entity listed as Officer,Shareholder,Member, Manager or Partner ever been convicted of a gambling offense in violation of Section 28-3 of the Criminal Code of the State of Illinois(720 ILCS 5.28-1,et seq.),as heretofore or hereafter amended,or as proscribed by a statute replaced by any of the aforesaid statutory provisions? (If yes,provide date,offense,jurisdiction and case number ort reverse side) ❑Yes ©No Has applicant,the manager or any person or entity listed as Officer,Shareholder,Member, Manager or Partner ever been convicted of a felony? ❑Yes [D No Has applicant,the manager or any person or entity listed as Officer.Shareholder,Member, Manager or Partner ever been convicted of being the keeper of,or is keeping,a house of ill fame? Q Yes 0 No Has applicant,the manager or any person or entity listed as Officer,Shareholder,Member, Manager or Partner ever been convicted of pandering or other crime or misdemeanor opposed to public decency and morality? INDIVIDUALS: For each Person,Owner,Partner,Officer,Director,Member and Stockholder holding directly or beneficially more than 5%of stock in the business please provide the following Information. Position Held Within Organization %of stock i.e.Owner.Managing Partner.general partner,shareholder. owned or Name officer(name office held) membshp interest Gary A.Weiss Managing Member 50 L.Kimberly Weiss Managing Member 50 LIQUOR LICENSE APPLICATION 05-12 Page 3 or9 VndAGE OF OAK BROOK ++ Charlotte K.Russ,Village Clark 1200 Oak Brook Road Oak Brook,lamins 60523-2255 .+' (630)368-5036 Fax(630)368-5037 kvom fitoak. FOR EACH OF THE INDIVIDUALS LISTED PLEASE PROVIDE THE FOLLOWING INFORMATION: Name: Gary A.Weiss Phone number:# Address: Date of Birth: City/State,Zip Place of Birth: Drivers License Number: # Position held with above named business: Owner and Managing Member ✓Q Yes LINO Are you a citizen of the United States? ❑Yes ©No Are you a Naturalized Citizen? If yon are a natrrrnli=ed citi=en give date and city of naturalization: Court in which(or law under which)you were naturalized Name: L.Kimberly Weiss Phone number:# Address: Date of Birth: City/State,Zip Place of Birth: Drivers License Number: # Position held with above named business: Owner and Managing Member 0 Yes ❑No Are you a citizen of the United States? ❑Yes ❑No Are you a Naturalized Citizen? If you are a naturalized citizen give date and cin,of naturalization: Court in which(or tali,under which)you were naturalized Name: Phone number:# Address: Date of Birth: City/State,Zip Place of Birth: Drivers License Number: # Position held with above named business: []Yes ❑No Are you a citizen of the United States? ❑Yes ❑No Are you a Naturalized Citizen? If yon are a naturalized citizen give date and city of naturalization: LIQUOR LICENSE APPLICAMN 05-12 Page 4 of 9 ��4. VILLAGE OF OAK BROOK uss �� Cbvlotte K.H ,VdIW C1ck �`•, 1200 Oak Bmok Road Oak Brook,Blioois 60523-2255 (630)368-5036 FU(630)368-5037 kvmwh-@oak4-&-9 Court in which(or law under which)yon were naturalized Name: Phone number:# Address: Date of Birth: City/State,Zip Place of Birth: Drivers License Number: # Position held with above named business: ❑Yes []No Are you a citizen of the United States? ❑Yes ❑No Are you a Naturalized Citizen? If you are a naturalized citizen give date and city of naturalization: Court in which(or law under which)you were naturalized Name: Phone number:# Address: Date of Birth: City/State,Zip Place of Birth: Drivers License Number: # Position held with above named business: ❑Yes Q No Are you a citizen of the United States? [3Yes []No Are you a Naturalized Citizen? If you area naturalized citizen give date and city of naturalisation: Court in which(or lav under which)you were naturalized Name: Phone number:# Address: Date of Birth: City/State,Zip Place of Birth: Drivers License Number: # Position held with above named business Yes [3No Are you a citizen of the United States? ❑Yes []No Are you a Naturalized Citizen? Ifyou are a naturalized citizen give date and cin,of naturalizarion: Coral in which(or law under which)you were naturalized LIQUOR LICENSE APPLICATION 05-12 Page 5 of 9 VMIAGE OF OAK BROOK y ChMotte K.Prus,Village Clerk 1ea 200 CA B,-k Rd Oak Brook,1111 60523-2255 (630)36&5036 Fax(630)36&5037 kwnacke@oek4rook org Name: Phone number:# Address: Date of Birth: City/State,Zip Place of Birth: Drivers License Number: # Position held with above named business: ❑Yes ❑No Are you a citizen of the United States? ❑Yes ❑No Are you a Naturalized Citizen? If you are a naturalized citizen give date and city of naturalization: Court in which(or law under which)you were naturalized Name: Phone mm3ber:# Address. Date of Birth: City/State,Zip Place of Birth: Drivers License Number: # Position held with above named business: ❑Yes ❑No Are you a citizen of the United States? ❑Yes 0 No Are you a Naturalized Citizen? If rot are a naturalized citi_w1 give date and city of naturalization: Court in which(or 1mv under which)you were naturalized Name: Phone number:# Address: Date of Birth: City/State,Zip Place of Birth: Drivers License Number: # Position held with above named business: 0 Yes ❑No Are you a citizen of the United States? ❑Yes ❑No Are you a Naturalized Citizen? If rot are a naturalized citizen give date and city of naturalizaton: Court in which(or law under which)you were naturalized LIQUOR LICENSE APPLICATION 05-12 Page 6 of 9 VILLAGE OF OAK BROOK Charlotte K»uss,V&W Clerk 1200 Oak Brook Road oat Brook 111 o 60523-2255 (630)365-5036 Fu(630)368-5037 kwoac-@-k-kook_ag Name of person operating as General Manager of the premises: David Pepper Name of person operating as Liquor Manager of the premises: A Manager Application Form must be submitted for lite individuals named above. An initial application must also include completed fingerprint card. RESTRICTIONS: a. No liquor license shall be issued to any person for premises upon which theatrical or other live performances, which include the types of conduct enumerated in Sections 3-55 of Chapter, 3 shall constitute the entertainment offered to the patrons thereof This prohibition includes,but is not limited to,any entertainment,fashion show or other presentation which may include any person in a nude or semi-nude state,including,but not limited to,servers,hosts,hostesses,dancers,singers, models or other performance artists,or role playing interactions. b. No liquor license shall be issued to any person for premises upon which amen or women's club is located. INSURANCE REQUIREMENTS: a. Certificate of general liability insurance with limits of not less than$1,000,000 combined single limit or$1,000,000 per occurrence and per aggregate naming the Village of Oak Brook as a party insured issued by an insurance company licensed to do business in the State of Illinois having a"Best"rating acceptable to the Village. The effective period of such insurance coverage shall coincide with the period the liquor license is in effect. b. Policy of liquor liability insurance by a responsible insurance company authorized and licensed to do business in the state insuring such applicant in the amount of not less than one million dollars ($1,000,000). SUBMITTALS: In addition to this application form the following must be submitted: =Annual Fee plus Extended Hour Fee if Applicable =Certificate of Insurance =Liquor License Manager Application Form FTLease-If premises not beneficially owned by Applicant Proof of completion of the Illinois Department of Alcohol and Substance Program by all facility managers and employees as is necessary. LIQUOR LICENSE APP11CATION OS 12 Page 7 of 9 VILLAGE OF OAK BROOK Owtotte IC Pros,VdIW Clerkro ', = 1200 Oak Bok Road Oak Brooke,Moon 60523-2255 (630)368-5036 Fn(630)368-5037 y k-a-hm@oakbrook.ag Proof of completion of attendance by all facility managers and employees as is necessary of a Alcohol Awareness Training Program conducted by the Oak Brook Police Department. Initial Applicants must also provide: LLIPT-f of ownership of premises(e.g.title report) ✓QFloor Plan,as required for any premises to be licensed for sale of alcoholic liquor for consumption on the premises,drawn to scale,and with sufficient detail to depict types of seating,location of bars and other design features.(Submit twelve(12)copies of Floor Plan and Menu.) ZZ::6mpleted fingerprint cards for each Corporate Officer,General Manager and Liquor Manager ✓Employee liquor handling training manual describing the specific procedures of the applicant to monitor operations to insure no incidences of underage drinking. Applicant understands and agrees that additional information and material may be required during the processing of this application related to applicant's qualifications, the information provided herein, including attachments,and the class of license involved. Applicant agrees to provide such additional information and material and that failure to do so may delay the processing of this application or result in its denial. Applicant understands that no liquor license shall be issued to any person: (a) for premises upon which theatrical or other live performances which include the types of conduct enumerated in Section 3-55 of Chapter 3 of The Oak Brook Village Code. This prohibition includes, but is not limited to,any entertainment,fashion show or other presentation which may include any person in a nude or semi-nude state,including,but not limited to,servers,hosts,hostesses,dancers, singers,models or other performance artists,or role playing interactions. (b) for the sale at retail of any alcoholic liquor within one hundred(100)feet of any church,school, hospital, home for the aged or indigent persons or for veterans, their spouses or children or any military or naval stations. (c) for premises upon which a men's or women's club is located. In the event Applicant is made aware that any information or document submitted, as pail of this application process is inaccurate or incomplete,Applicant agrees to immediately notify the Village and provide appropriate corrections. Applicant understands and agrees to provide such additional information and material,and that failure to do so may delay the processing of this application or result in its denial. LIQUOR LICENSE APPLICATION 05-12 Page 9 of 9 „o�, VILLAGE OF OAK BROOK '� Charlotte K.Pruss,Village Clerk w` a 1200 Oak Brook Road Oak Brook,Illinois 60523-2255 •', (630)368-5036 Fax(630)368.5037 •_` kvonachcn@oak-brook.org ATTESTATIONS: 1, Gary A. Weiss the Managing Member of the above licensee, hereby certify under oath, that the foregoing application is true and correct and all information previously submitted on the original application, including the floor plan, has not changed. I further understand that any incorrect or fraudulent statement made in this application constitutes grounds for immediate suspension and/or revocation of the liquor license herein sought. The undersigned,does further state as follows: That the undersigned is empowered to prepare and sign this application on behalf of the applicant. That the undersigned has reviewed this application,and all attachments and submittals,and that the information contained herein is true and accurate. That the undersigned,on behalf of the Applicant,acknowledges and agrees that a false statement knowingly made in this application shall bar the Applicant from further consideration and the application shall be denied. That the undersigned is not disqualified to receive a liquor license by reason of any matter or thing contained in the laws of this state, or the ordinances of the Village. That the undersigned will not violate any of the laws of the State of Illinois, or of the United States, including but not limited to the Americans With Disabilities Act, or any ordinances of the Village in the conduct of the applicant's place of business. APPLICANT SSCHI, LLC BY: Signature Print Name Gary A Weiss Title Managing Veimber LIQUOR LICENSE APPLICATION 05-12 Pap 9 of9 VFJHLLC-01 CERTIFICATE OF LIABILITY INSURANCE °"'9191°°rfYYY 021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this Certificate does not Confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License is 6024 ACT Selda Baumberger HUB IntemaBOnal Mountain States Limited (� em:.(307 j) 33-2484 - FAX AAX Not(868)246-1819 1315 S Highway 89 - -_- — — —_--_ - C. Suite 103 _Miss _ ._. - Jackson,WY83001 INSURER(S)AFFORDING_COVERAGE _-_NAICS INSURER Ohio Security Insurance Company 24082 INSURED .INSURER B Ohio Casualty Insurance Company 24074 SSCHI,LLC DBA Spirits 8 Spice INSURER C:_ 3884 Civic Center Dr INSURER D: North Las Vegas,NV 89030 ---- INSURER E INSURER F OVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. _ INSR rypE OF INSURANCE ADOL SVBR POLICY NUMBER OOZY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000'000 CIAIMS-MADE X OCCUR X BKS55360075 302021 3182022 pREMI'7cEiENNTTEID) S 1,000,000 MED EXP(Any one Perso^) $ 151000 PERSONAL S ADV INJURY S 1,000,OOD GEN'L AGGREGATE UNIT APPLIES PER GENERAL AGGREGATE S 2'000`000 POLICY jPa X LOC PRODUCTS-COMPIOP AGO $ 2,000'000 OTHER. WY Stop Gap S 1,000,000 COMBINED SINGLE LIMIT 11,000.0wA AUTOMOBILE LIABILITY .(Pj)Wbn°_.- —--. S _. X_ANY AUTO _ BAS55360075 3/812021 3WO22 BODILY INJURY IP«pnm) $ OWNED _ SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per aceiEe) S ��pp���� NpWNEp HALT0.5 ONLY -.. .AUTOS ONLY .P4OPE - E B X UMBRELLA LUB X OCCUR EACH OCCURRENCE S 2.000'000 EXCESS UAB CLAIMS-MADE US055360075 3/8/2021 3/8/2022 AGGREGATE__._..___._ E _2,000,000 DED X RETENTIONS 10,000 ROTH- A WORKERS COMPENSATIONX PE _ ATTIIE_..- .E9 AND EMPLOYERS'LIABILITY -- ANYPROPRIETORJPARTNERIEXECUTIVE YIN XWS55360075 31152021 3/152022 E.LEACHACCIDENTS 1,0D0,000 AeE�EMBE FIR EXCLUDED? N NIA - pe IIH E.L.DISEASE-EA EMPLOYEE i 1'000'000 Dr MPT OmF OPERATIONS PERA? SE.L.DISEASE- L Y LIMIT 5 1,000,000 A Liquor Liability BKS55360075 3/8/221 3/812022 Liquor Liability 1,000,000 DESCRIPnON OF OPEMnONS I LOCATIONS I VEHICLES(ACORD 101.AYAaorW Remarb SelrtlMe,mer b anacnea X more e *MQ~ CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Villa Of Oak Brook THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 9B ACCORDANCE WITH THE POLICY PROVISIONS. 1200 Oak Brook Rd Oak Brook,IL 60523 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) X1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY CG 88 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX SUBJECT PAGE NON-OWNED AIRCRAFT 2 NON-OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY-ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU(Tenant's Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 3 ADDITIONAL INSUREDS -BY CONTRACT,AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR"LIMITS OF INSURANCE" 6 WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORSIMALPRACTICE AND WHO IS AN INSURED-FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE,OFFENSE,CLAIM OR SUIT 7 LIBERALIZATION CLAUSE 7 BODILY INJURY REDEFINED 7 EXTENDED PROPERTY DAMAGE 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US- 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU © 2013Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 8 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT Under Paragraph 2.Exclusions of Section I-Coverage A-Bodily Injury And Property Damage Liability, exclusion g.Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada,designating her or him a commercial or airline pilot; and 4. It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess(other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON-OWNED WATERCRAFT Under Paragraph 2.Exclusions of Section I-Coverage A-Bodily Injury And Property Damage Liability, Subparagraph (2)of exclusion g.Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY-ELEVATORS 1. Under Paragraph 2.Exclusions of Section I-Coverage A-Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3),(4)and (6)of exclusion J.Damage To Property do not apply if such"property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV -Commercial General Liability Conditions, Condition 4.Other Insurance, Paragraph b.Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess,contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU(Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2.Exclusions of Section I-Coverage A-Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j.Damage To Property is replaced by the follow- ing: Paragraphs (1),(3)and(4)of this exclusion do not apply to"property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (i) Premises rented to you for a period of 7 or fewer consecutive days; or (it) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance. ® 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 8 b. The last paragraph of subsection 2.Exclusions is replaced by the following: Exclusions c.through n.do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section 111-Limits Of Insurance. 2. Paragraph 6.under Section III-Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5.above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of"property damage" to: a. Any one premise: tri (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. LM 3. As regards coverage provided by this provision D.EXTENDED DAMAGE TO PROPERTY RENTED TO Sm YOU(Tenant's Property Damage) -Paragraph 9.a.of Definitions is replaced with the following: 9.a.A contract for a lease of premises. However, that portion of the contract for a lease of premises HOMES! that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily alb occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an"insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1.Insuring Agreement of Section I-Coverage C-Medical Payments, Subparagraph (b)of Paragraph a.is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 1. Under Supplementary Payments-Coverages A and B,Paragraph 1.b.is replaced by the following: b. Up to$3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d.is replaced by the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit", including actual loss of earnings up to$500 a day because of time off from work. G. ADDITIONAL INSUREDS-BY CONTRACT,AGREEMENT OR PERMIT 1. Paragraph 2. under Section II-Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", "property damage" or"personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or ® 20131-iberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc,with its permission. Page 3 of 8 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage", or'personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or"property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insur- ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph t.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c.above, this insurance does not apply to any"occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the"bodily injury" or"property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a"suit" by the additional insured as required in Paragraph b. of Condition 2.Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV-Commercial General Liability Condi- tions. ® 20131-iberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 Of 8 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I-Coverage A-Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or"property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such"bodily injury" or"property damage" occurs. c. "Bodily injury", "property damage" or"personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or � (2) Supervisory, inspection, architectural or engineering activities. sThis exclusion applies even if the claims against any insured allege negligence or other wrongdoing in i- the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. r d. "Bodily injury" or"property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. a. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section III -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4.Other Insurance of SECTION IV-COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a.Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. ® 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 5 of 8 b. The following is added to Paragraph b.Excess Insurance: When a written contract or written agreement, other than a premises lease,facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. I. ADDITIONAL INSUREDS-EXTENDED PROTECTION OF YOUR"LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2.Duties In The Event Of Occurrence, Offense,Claim or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an"occurrence" or an offense that may result in a claim or"suit" under this insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a"suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III -Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED-INCIDENTAL MEDICAL ERRORS/MALPRACTICE WHO IS AN INSURED-FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES Paragraph 2.a.(1)of Section II-Who Is An Insured is replaced with the following: (1) "Bodily injury" or"personal and advertising injury": (a) To you,to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or"volunteer worker" as a consequence of Paragraph (1)(a)above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a)or(b)above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d))does not apply. Paragraphs (a)and(b)above do not apply to"bodily injury" or"personal and advertising injury" caused by an"employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the"employee's" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 6 of 8 advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause"bodily injury" or"personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J.is excess over any other valid and collectable insurance available to your"employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3.of Section II-Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to"bodily injury" or"property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. ra No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV-Commercial General Liability Conditions, the following is added to Condition 6.Repre- sentations: Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE,OFFENSE,CLAIM OR SUIT Under Section IV-Commercial General Liability Conditions, the following is added to Condition 2.Duties In The Event of Occurrence, Offense,Claim Or Suit: Knowledge of an "occurrence", offense, claim or"suit" by an agent, servant or"employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1.of Section 11-Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or"suits" shall have received such notice from the agent, servant or "employee'. N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. 0. BODILY INJURY REDEFINED Under Section V-Definitions, Definition 3.is replaced by the following: 3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. ® 20131-iberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 7 of 8 P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or"property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to"bodily injury" or'property damage" resulting from the use of reasonable force to protect persons or property. 0. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US -WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV-Commercial General Liability Conditions, the following is added to Condition 8.Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the'products-completed operations hazard" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. ® 20131-iberty Mutual Insurance CG 88 10 04 13 Includes copyrighted materiel of Insurance Services Office,Inc.,with its permission. Page 8 of 8 K BROOK K.*y V n dw.,Ado Ant Kuh V 1200 Oak Brook Rad ak OBrm>ti Wi"is 60 523-2 2 5 5 (630)36&5036 F.(630)368-5037 kvonache -brook. LIQUOR LICENSE MANAGER APPLICATION Corporate Name: SSC N L� t_r_(-- Business Business Name: 5Q1 L 1.1 x Establishment Name: S f l L'i t 501 a Street Address A(1 O A V.U a.k. 644-TC—A— Phone#: Applicant �) C)A K. %AuOV �,.s1/. Ga S L3 Phone#: / Name: 1/,/ ot, i/ �! e-mail(wk) Home Address: Date of Birth: City/State,Zip Place of Birth: Drivers License;,. Positi held with above named business: Yes ❑No Are you a citizen of the United States? ❑Yes ❑No Are you a Naturalized Citizen? If you are a naturalized citizen give date and city of naturalization: Court in which(or law under which)you were naturalized ❑Yes LYN. Do you possess s current Federal wagering and gaming device stamp? (Ify-'•provide details on reverse side) ❑Yes 6n No Have you ever been convicted of a violation of any Federal or State law concerning the manufacture,possession or sale of alcoholic liquor,or forfeited their bond for failure to appear in covet to answer charges for any such violation? (If yes,provide date,offense,jurisdiction and case number on reverse side) ❑Yes UlfNo Have you ever been convicted of a gambling offense in violation of Section 28-3 of the Criminal Code of the State of Illinois(720 MCS 5.28-1,et seq.),as heretofore or hereafter amended,or as proscribed by a statute replaced by any of the aforesaid statutory provisions? (If yes,provide date,offense,jurisdiction and case number on reverse side) ❑ N Yes t Have you ever been convicted of a felony? ❑Yes Have you ever been convicted of being the keeperof,or is keeping,a house of ill fame? ❑Yes ONo Have you ever been convicted of pandering or other crime or misdemeanor opposed to public decency and morality? 11QUOR LICENSE MANAGER APPLICATION FORM 081213 Page 1 of 2 VILLAGE OF OAK BROOK Kathy Vo—hen,Admin Ant 1200 Oak Brook Road Oak Brook,a-6,60523-22s5 •% `� (630)36&5036 Fu(630)368-5037 kvonachen@oak-brock.org Yes ft�No Have you ever been convicted of a'dmg-related offense? (If yes,provide date,offense,jurisdiction and case number on reverse side) Yes No Have you pled guilty to or were you ever been convicted of driving under the influence,Class A misdemeanor? Ifyes,indicate on reverse sine date ofguiltyplea or date of conviction and ifsuspension given, date of completion of suspension. Yes ❑No Have you successfully completed a State-licensed alcohol seller/server education program? If yes,please provide a copy of the Certificate of Completion. If no,please contact the Illinois Liquor Control Commission to inquire about training. Liquor Handling Experience- Please provide name and address of any other liquor establishment in which you have been employed or owned an interest. L � 1 on oath state that I will not violate any of the ordinances of the Village of Oak Brook or the laws of the State of Illinois or the United States of America in the operation of the place of business described herein,that I have read and understand the Oak Brook liquor control ordinances and that the statements herein are true and correct. �j�-------- — i Signature LIQUOR LICENSE MANAGER APPLICATION FORM 081213 Pq,2 of 2 =` BASSET"Prm 'fi ( (l �Y1 TM Illinois Alcohol Seller/Server Training&Food Handler This Certificate of Completion is to Certify that David Pepper has met all training requirements and successfully completed the following course and/or exam. Illinois BASSET Responsible Beverage Server Training Date of Completion:March 05,2020 Expiration Date:March 05,2023 i State Student ID:105576 Course/Exam Provider Number:5A-0079696 BASSETpermit.com is approved by the Illinois Liquor Control Commission.Your training information has been submitted to the Illinois Liquor Control Commission.This is a temporary Authorized Signature certificate and your official BASSET certification card will be mailed to you directly from them. Diversys Learning,Inc. 1101 Arrow Point Drive,Suite 302 Cedar Park,TX 78613 Doo,Sipn Emelom ID,AIVFE62-ADDl.4A31-828C FO ISIDy24 Oakbrook Center TRIS LT.ASE is between OAXIBROOK SHOPPING CENTER,LLC,•Delmam Stilted liability company("la.dksd'),and SS(BII,LLC,as IDhad,limited liability company('Truant).The dam of this lease it August 23 ,2021(-EffDe' mi (-Effective at).The Leased Premises Are located in the Oakbrook Center("Shopping Centel)i.the Cay of Oak Brook,County of DuPage,and Stam of filmoa. RMAENCE PROVISIONS Thefollowing retbrenm.define terms used in Ne specified Articles and elsewhere in this Lean and shell be comn.ed m accordance with the provisions and conditions to this L—,: IM I.—and Protons:WI Oakbrook Center containing approximately 2,395 square feet of Boor am and apprtMmnely 30'0"Smal he of frontage. (ARTICLE 1(a)) 1.02 Expiration Dam:February 29,2032 (ARTICLE 1(b)] IA3 Perromd[lee:Only for the retell sale of specialty vinegar,olive oils,spite,artisanal wines,spirits, craft been,aed gq,wm and related mer.baodi-Sample testing oftbe foregoing prod—b permitted,subject to the proeunmeot and main,......of the nccex a y permits and/or lk—sex: howev...ooait,consumption ofib.roregolog product.beyond sampling].vets is expressly prohibited.Tenant may bort monthly charitable Tasting Events in compliance whh all legal requirements.Tenam's right to Offer sample-testings and to nil battle wives,spirit.and Squeura is conditioned upon Tenant's procurement and metric...m of-"OHPremiw"liquor license and/or the proper bar license for entings,if required.Tenant aha)]comply with all applicable mquiremems in onnedo,with the Permitted I'm herein.The Leased Pmod—.hall be teedfar no other me m purpose wbatnever. (ARTICLE 1(e)) 1.04 Submirtal date for p.limimry plans:September 15,2021 [ARTICLE 2(d)] Submnral date for fined plans and apomfication.:November 1,2021 (.4RTICLE2(d)] 1.05 Beglonmg Work Dae'.December 1,2021 subject to the remainder of this Reference Provision 1.05. Landlord ime.ds to tender possession of the Leased Premise on December 1.2021,provided. bowrver,in the event that Landlord dote or deliver by December 1,2021,the,the Beginning NN rk Date and the Opening Dale shell I.e.mndd day for day until such delivery.Addicl...By,delivery don not and to be arse,than 30 days after the contingencies set forth in Reference Provision 139 .atbeeci,and accordingly,the Beginning Work Date and the Opening Date shall be extended day for day u,cll such delivery. (ARTICLE 2(e)) 1.06 Opening Dem:March 1,2022 Nom tbstandiog anything to the contrary contained in this Lean,Tenant may postpone the Beginning Work Date and Opening Mtn by a period of up to ninety(90)days IfTe...1,..ties In good faith,provide.Laodiad with written notice prior to the Beginning Work Date stated in Reference Provhion 1.05 above that Tenant is amble to obtain permits Q him a contractor in complete the T....t's Work doe to delays caused by coronavirus(COVID-19)and/or:(a)closure m the Shopping Center;or(b)the Shopping Center being under,a"shelter In plan"oder by applicable governing authorityl,and Is therefore elating to delay the Beginning Work Dat and the Opening Dae,Should T<...l closely deliver such..lice to L.ndlard,the Beginning Work Dae and the Opening Dam.hal be deemed.a,.dd for the period of came set forth 1,such notice,not m exceed etroy(90)days.In the event Tenant fah to timely delher such notice,Tenant's right to extend the Begi,ni,g'A ork Date and Opening Bate pursuant to this paragraph.hall be domed walved.Further,nomithstamli ft anything to the contrary in Article M or otherwise set tomb in this Iasae,Tarim's right to extend the Beginning%k ork Bate and Opening Date shag be limited to the rights set forth 1,this paragraph mod Tenant shall ban on right to claim further delay of the B.Wnning Work Date.rad Opening Dae dee to tom—j,.m or similar ret ooa ;ARTICLE 31 R'1 Spino A Spice Oakbrook Cenmr_441 Lease 7/2112021;HB:hs poa8lpi Er "0 A196FE02-ADDI4M1-876GFBCS71910724 1D7 Moor—Annual R-W. (ARTICLE4(a)] Reaml Commm eoeeent Date-2282023 3/12023-2292021 3112024-1/2912029 3/112025-21MO26 3!12026-1/282027 3/12027-2292028 3/12028.V"29 311/2029-2282030 322030-2292031 322031-Expiration Date 1.08 P—'range Rate: (ARTICLE 4(b)] 1.09 Annwl Sake Base cod Mwthly Saler Daae: [ARTICLE 1(b)] Rental Commencement Date-2202023 322023-2292024 322074-2292025 3/12025-2292026 3n/2026-212W2027 322027-2292029 322028.2282029 322029-2292030 3/12030.212912031 3/12031-Expiration Data 1.10 Addrnva of Landlord: (ARTICLES 4 and 30) Landlord'.Nod"Addreas Landlord's Payment Addrm: akbmk Sbopping Center,LLC Oakbrook Sbopplog Center,LLC do Oakbrook Center Oakbrook Center, 350 N.Orleans St.,Snke 300 SDS-12-2092,PO Be.86 ChkaMIL 60654.1607 MlnnmpoW.Minnesota 5546.2992 Atm:Lan2,mae Adadobtratlen Department W Itb a copy to: akbrook Center 100 Oakbrook Center Oak Brook Maio 60523 Attn:General Manager 1.11 Add-,ofTmen^ (ARTICLE 301 Notice: Blning: SSCFII,LLC SSCHI,LLC 3881 Curie Center 3890 Civic Center North Las Vegas,Nevada 99030 North Lae Vegas,Nevada 89030 1.12 Additional Gross I usable Arm Annual Rental Increase:Not Applicable (ARTICLE 1(c)) 1.13 Anchor Mimomm Armtal R.W Ixrtme:Not AppDrable - 1AR11Q.E 4(d)) 1.11 Trade Name:vSpirbs i Spke" (ARncLe 41 1.15 Intentboa0y Omtned (ARTICLE 371 1.16 Initial Assessment:Not Applicable (ARTICLE 371 1.17 Preliminary Rene Not Applicable R-2 Spirits k Spi¢Oakbrook Centm_aal_I.ease 7212021;HB:bs DowSlgn Emlope ID'.A196FE62-AD01-M31-826GFBC571610724 1.18 Consbucuo.Allowance:3___. Landlord agree to pay to Tenant,if Tenant 1s not then In default,the cost of Tenant'.Work up to the sum OrIgMangft but not more than that amount,20 days following the foUdlment of ail of the fallowing requiremeaW (A) thin 20 days following the last to occur of the following: I. Landlord delivenposuulon of the Leased Premises to Tenant; 2. Te...t bas opened for butln.s to the public;and 3. Landlord It received Tenant'.written rsQuest for payment (B) ;30158Mwitbin 20 days following the last to occur nfthe following: 1.Compliance with the scheduled dale.outlined in Reference Provisions 1.04,1.05 and 1.06; 2.Completion of Tenant's Work In smordance with XXMIT P,lien free and to a manner ueletactory to Landlord and Landlord's Architect; 3.Presentation On Landlord,in form and detail satisfactory,to Landlord,of: a.Contractor's S—ro Statement,howl.g that the amouot requested by Teoaot has bas. spent by Teo tat on the Leand Premises and Ibtiog all subcontractor.,sub-subcontractors and material suppliers and amounts which they were m be paid and were paid for work performed for or on the Inned Premises.r for materials supplied for Tenant's Work; b.Tenant's arehiters shall provide an original and unsuited Affidavit or Final'Waiver of Lien indicating that the Architect has been paid in full; c.General Contractor's original and notarized Floal Waiver of Lien; d.Not-iced Final Walven of Lien from all architects,subwotrutor.,sub—bwatractors and material supplies; <.Presentation to Landlord of unconditional certifiraus or occupancy from an applicable governmental authority.;and 5.Tenant shall have opened its store in the Leued Premises for business with the public. Tenant's requests for payment must be sent to Landlord at the Notice address shown In Reference Provision 1.10 directed to Ano:Tw..t Abelson Admird—lon.The C.O.Imetion Allow...will be paid to Tenant u reimbursement for Tenant'.payment for construction of improvements. addtdone,attention.and attached Rrturee(excluding trade extur s)lo the Leased Prembes, Including the cost of raw materials,labor,sumbitects fen,permits,aod related coat.of construction work(the"Leasehold Improvements^).Leasehold Improvements do not include inventory,.applies, Tenant's movable property(including trade fixtures)or the cost ortraining Tenant's employe.. The terms of this Reference Provision shall be s condition ance precedent to Tenant'.right to receive the Coostrocdon Allowance,and no portion of the Construction Allowshall vert in T..ot,nor shall Tenant sell,coign,encumber or create•.ecuelty Interest in the Construction Allowance prior to fell compliance with the term of this Reference Provision. Landlordshall be entitled to any..paid portion of the Construction Anawaoce I.the event of s default by Tenant,even if Tenant shall have paid in or s portion of the cost of Tenant's'A rk- Lessehold Improvements funded by the Construction Anowsace will at all time,be the sole property or Landlord,and Tenant will have no ownership interns in inch Leanbold Impr......Is.it b the intention of Landlord sod Tenant that the Leasehold Improvement.will be qualified long term real property to accordance with Section 110(a)oftbe Internal Revenue Code and the regulations thereunder.Each parry shill prepare its federal,state and local income u:farms and ecbeduke,and calculate unable income,in a manner wasleteat with Landlord's ownership of such Leasehold Improvements for an taxable yeah,and shall furabh the Information described in Treasury Regulations Section 1.110-1(e)In the time and manner specified thereto. Nmwithstaoding anything to the contrary in this R f—.Provision 1.1&Landlord than hese the option to either(0 pay soy portion of the Construction Anowaoce.cording to the proms set forth above;or(ill satisfy Its obligation On pay any portion of the Comtrutdon Allowance by partially crededng the amount of Tenant's mumbly payments of hlioimom Annual Rental and additional rental otherwise due A.y credal against Minimum Annual Rental and additional rental than be contingent upon Tenant meeting the nn.eary requirements for payment of Both portion of the Con traction Allowance set forth above.Should Landlord neither pay the Construction Anowson to Tenant nor indicate 10 Tenant its election to do to by the date the Construction Allowance I.due, thenLandlord shall be deemed to have elected that Minimum Annual Rental and additional rental shall be par..*credited u provided In til)above.Notwithstanding anything to the contrary m the foregoing,Landlord shall have the right,at any time,to pay the remaining balance of the R-3 Sporn&Spice_Oakuwk Cenmr 441_Lease 712In021;MB:hs DowSlr Em,aioca ID AINFE62 sI)1JA3I-826C-F8C57I91Dn1 Construction Allowance which remains oncredlted at such time In such amounts at landlord my elect,and Tenant's rights to take any further credits against MFaimum Annual Renal and additional rental than cease after such full payment is made by Landlord. [ARTICLE 21 1.19 3eVIM Deposit:Not Applicable [ARTICLF 461 1.20 Radius:10 m7s [ARncLE segs 1.21 Intentionally Omitted 122 Opeaeng Exposes Yayeami,$82,986.75(534.65 per square Poop per year for the calendar year 2022, psyabk to equal mouthy installments,subject In use annual increases provided In ARTICLE 17 of this Lease. [ARnCLE 17] 1.23 Not Applicable 1.24 Cbargeb eck Waiver.Notwhhstandmi;am)lhing to the contrary contained in the E3DIIBITS attached hereto,the construction chargeback hems which Tenant shall be obligated to pay Landlord In c000ecdoo with the construction of the Lased Premiw purausnt to the E7®ITS shell be waived. Natwithslandlog the foregoing,the plan r htw fee,sprinkler shut down charge,floor to.casts, Temporary Ejertrie,Cons"etian Trash Removal(ifapp8cable),the Construction Deposit amd Construction Barricade(if a barricade Is required)contained k the EXMITS shall not be waived, reduced or capped in any way. 1.25 Not Applicable 1.26 A Not Applicable E.Not Applicable G Not Applicable 1.27 Not Applicable 138 Not Applicable 1.29 Lease Contingencies:This Lase Is expressly contingent upon the satisfaction or waiver of the by Tenant of fullowtng condition('R.esse Contingency")within the time period reel forth below.If Tenant bas oat delivered to Landlord written notice ofsatisfaction or waiver of the Lease Contingency within the applicable time periods,then this Leue shah become null and raid and of no farce and effect Tenant agree to pursue the satisfaction of the Lased Contingency In good fel,and to exereke due diligence in attempting to satisfy the Lease Contingency.The Lease Contingency h as follows:(1)Tenant's receipt of a liquor license and permits for the sale of packaged liquor and to ample liquor within the Leased Premiss within ninety(90)days after the Effective Date.Tenant agrees In appy for may all necessary Ikenss and permits for the lease Contingency no later than sweat) sv(25)business days after the aeention offish Lase and will dwil-ty pursue the liquor I Me and a0 necessary permits to their in anw Landlord agrees to diCgentiy punue any and all clarifications ofthe existing zoning ordinances to a0ow the Permitted Use of the Leased Premises and/or to diligently pursue an amendment to the zoning ordinances that win allow the Permitted Use m the Leaved Premises. 1.30 Not Applicable 1.31 Not Applicable 1.32 Not Applicable 1.33- Not Applicable 134 Maimal Inducement Tenant acknowledges that the Guaranty of the Lease Is a material ioducemeal in the eseation of the Lease by Landlord and that N the Guarantee falls to perform or otberwhe breacha soy provision of the Gu.raoty,or iftbe Guaanter k preveoted from performag its obligations under the Gmatsaty for any reason,Including operation of the lase,then the same Shan constitute a Failure of the consideration forme Lease and a default bereunder,and the Lase may be terminated at any time during the Term at Landlord's sole option by giving 60 days prior written notice to Tenant 1.35 Anchom,An"anchor"for aft purposes under this Lase Is any operation,[lad,building,store or bminas,Bebether occupied or vacant and whether owned or leased,which leases or occupia 30,000 square fat or more of space in the Shopping Center.A"variety or speeiahy store"Is(u)aro occupant which lea-or oecuples benreen 10,000 and 29,999 square feet of space In the Shopping R< Spirts&Spice_Oakb—k Center 441 J- 712112023;3fn:he DocuSlgn Envelope ID A196FE62-AD014A31-826(iFBG571911)724 Center,or(bb)a restaurant occupant having on exterior entrance. An"outparcel"is any operation, land,building,store or business whether occupied or vacant and wbetber owned or leased,that is not an anchor or variety or specialty store and is separated by vehicular access or parking area from the Main Ma11 Bniiding(s)or does not have an entrance accessible to the customers of the Shopping Center directly from the Main Mall Building(s). 136 Intentionally Omitted References to articles are for eon%eoience and designate some of the other provisions where references to the particular Reference Provisions appear. If there is a conflict between a Reference Provision and the other provisions of this Lease,the former shall control. R-5 Spirits&Spice Oakbrook Center_441.Lease M MI;HB:hs D=&g,Errvebpe ID.A196FM.AD014A31-826GFB(:5]1B10724 ARTICLE 1-Lased Prem sea.Term and Use (a) Landlordleases to Tcmat and T-1 Ickes from L mdlo,d in comudeRtion ofthc covenants and ageetrcnu in this Lama,the premises('Lowed Premises")being that portion of the building measured to The comm, of co®ore walls and the outside Gus of exterior walls,on The drawings atha bed as this Lease and made a pan of this Lesanw'EX111131T A'and'133GUBITA-1'.ThetA%WPmmisesshalincludeo dmandpasseg—r for the exclusive use of the Leased Premises,alums,satin,elevwxs and my construction or equipment local in the Leased Premises,as well as pipet,conduct,electrical awes and drainage lines the directly serve the Leased Premie.The Shopping Cenm includes all bui)ditip.land,improvcmrnu,additions,situations and deletion which may be made from time to time,and may include adjacent parcels of land not owned,leased or controlled by Landlord but which we operand w an integral part of the Shopping Cater.The lewd Ptemites arc described further in the Rtfaence Provision.If the square footage of the Leased Premises,is diffemm duns the amount W robe no Rememe P—mion 1.01,t11 rental aadaddinonal Rental and anounts based open the egesta footage ofthe Eased Remises&hall be propationtely adjusted,and the partes shall execute an amendment b this Leve memorialising the adjustments.If Tetiat conseucu a meaanime m the Laasad Premises,the squall footage of the Lased Premises"I be increased in an amount equal in the square footage of theme,and a0 rain additional tam)and amotnm based upon the squall foouge of the leased Premiss shall be proponionamly adjusted The Portia small execute an amendment to this lease memorializing the adjus®enT.A menanime shall mot be permirted if the Leased Premises are loaned on an upper level. EXHIBITS A,A-1 and B art for informwionl purposes only,and we not s waranty,representation or agreement dos the leased Pmntses,Shopping Cerra or other mew will be as abeam on the Exhibile,mr that ober oceupne if shownon the Exhibits will be in the Shopping Center.Tenant bat not beem grand arty cuemems of ligbi.air or accessm .Tcm x rights,ata limimd ta occupancy to the uand of the Lased Premiss said anm d the license use the Joint Use Amu at they my exist from timet to time.a0 subject to the mans.coveams.conditions and provnnom of this Lease. (b) The arm of this lease("farm")shall begin on the Effective Date and end an the Expiration Daze in the Refcremec Previsions. (c) The Leasd Premiss shall be wad and occupied only for the Permitted Use in the Reference Provision, and for no other use or putpose whatsonva.Unless specifically and in the Retaaa Provision,Tenor does not have exclusive rights to sell my particular merchandise or pmvide any particular services in the Shopping Center. ARTICLE 2-Orieim d Consmucti s (y landlord my make minor chaga to the Leased PRmues.Landlord may also make changes,reductions and addition without restriction in odea crew of the Shopping Center(including all Joint Use Areas and all buildings and otba iaprovemenu).whether the changes ee requested by other mumu or deemed desirable by Landlord. (b) (i)If(1)within 24 mond:following the Opaig Dam,construction,has not begun on the Shopping Center sine,er(1)within 36 months following The Opening Data the Leased Nam iota bas not been delivered 10 Tenant by Landlord,this Lease my be terminated by either party by notifying the other in writing,within 30 days thereafter. Tenant Rlea&es Landlord and LandlaB&contractor from any clam for damages agaoe Landlord.Ladlad's contractor for any delay in the daft on which the Leased Premises shall be ready for delivery in Tenam. (ii)Notwithstanding anything to 2(b)(i)above in the cmtRry,unless a diOerem contingency period is spmi finally sated in this Lase,if my wadition a contingencies relative operformnce of sy obligation hereunder by either party,including but not limited in the obtaining ofpeTmiu for any reaanu,to not aslidd within me year after the Effective Dee,than this Lease may be terminad by either party efr bve upon 30 days pnor wrivan notice an the other. (c) Landlord shall not be required to perform any work ("landirda Work')at the Lewd Premisessebsmaut4yinweerdeoeewNh41w&t6rbir. Tenant ac)mowledges that it has inspected the Leased Premises and is taking the same in "as-is," condition, except for hidden pre-existing building code violations and/or life-safety deficiencies not caused by Tenant's performance of Tenant's Work and for which Tenant notifies Landlord in writing within ten (10) days following Tenant's discovery of such item. All Www workan the Leased Promises shall be done by Tenant,se Tenant's expense("Tcm mfr Work"),Tenam's Work she include, butmtbelimitedo, a coWlete build-out of the Leased Promises in accordance with Tenant's most current prototype design, Tenant Criteria Manual, and Landlord-approved plans,the istallauon of smrtfitiuu sod storefrmt sips,customer armistice done,floor covering,plastnng,interior decrostin&wall and ailing treatment, ommpldon of the sir conditioning system and fire:prodder systems extension of elessi W service to the Leased Premises,connection ofplumbing lines to Landlord's system,the Installations of el chic lights and fixtures ad al l other e)eaial work.The design and installation ofinechanieal and ememcal systems shall comply with the I Spirits&Spier Oakbrook Cnter_441 Leasse t/1112021;HBth& 0 oAV Envelope to:A195FE67-ADDIAM"29:-FlIM71910721 I quirelemn atlaehed god made a pad of Ibis Lea50 65 the Exhibits.All slgm and electrical worst for the signs shall be installed by Tenant a Tenon expense.They shall be of such cha—,dcsiga,—=it at such lac nines m Landlord may approve.They shall be in—rdance with the Exhibita,which is attached and made apart of this Lease.Tenant agnea not w install my signs until they have been approved by Landlord.Feed6saw7aeaes ebW srefease-eheBawdAperatianGAN ieeenesiasd;ese sad Glitsaines Is Feed ristat— IfTeoam is prevented from begiming cos bm m the Leased Premiss by the Beginning Work Date because of the failure of landlord to substantially complete Landlord,Wmk within the Leaved Premises,the Opening Date shall be anmded by 1 working day for each working day that Termnt u prevented.The cestificatim of landlord's archimi that Landlord's Work is substantially complete and in accordance with the plans and specifications shall be conclusive and binding upon the pude. (d) Approval of the plans and specifications by Landlord shall not create my responsibility by Landlord for their_mUT,suffi im y a omapbmce with laws or rules and n gulmons.Tenant shall be solely responsible for the plans and specification.When Landlord has approved Tmant's plans and specifications,Landlord shall renuv one set of approved plans to Tenant.Such approved plans shall show the date of Landlord's approval it"I be made a part of this Lose as"Exhibit P'.wbaba m at physically attached herao.Tenant agrees res to begin Tenant',Work mol Landlord has approved the plans and specifiations. (e) From and after the Effective Date, Tenant shall be granted access to the Leased Premises upon reasonable notice to inspect and measure the Leased Premises prior to the Beginning Work Date. Tenant shall Work With Landlord's on–site general manager for such iCCess. Teoantshallbegio Tewant%Warkbythe Beginning Work Dneepecifiediothe Reference Provisions,proceed with it diligently and complete it in stria accurda ee with EXHIBIT P.Upon completion of Tenmta Work Tenant shall provide a coulkue furnished by or otherwise satisfaewy to landlord from Tenant's mntrmmr seting that no stsbestoa- mmingmeerals or dha Hazardous Materials m d<fiod m ARTICLE 15 were used in the construction of the Limited Promises.Tenant shall complete the installation of finis es.trade firma.Impovemens,equipment,stock and inventory prim to the Opening Das. NOTWITHSTANDING ANYTHING CONTAINED IN THUS LEASE TO THIN CONTRARY,TENANT IS REQUIRED TO OPEN FOR BUSINESS TO TM PUBLIC IN THE LEASED PREWSES ON OR BEFORE TLB: OPENING DATE SPECFMD IN THE REFERENCE PROVISIONS,UNLESS REQUESTED TO DELAY THE OPENING DATE PURSUANT TO ARTICLE 3(b). Ifrmmtdoes not begin Tenant's Work by the Beginning Work Data,Landlord shall have the right to tamnam this Lase by notifying Tenant in writing and providing a cure period,not to exceed 5 days.Tenant shed pay Landlord e liquidwd damage the cat of my work done by Lndlord m Tenant(representing the aaual core phs t5%fm overlied),including,without limitation.ekruiol work plumbing,eoneseee floor slabs,and hating and air conditioning equipment and facilities.ifmy.IfTenmt has not completed Tossers Work and opened its same for business w the public by the Opening Date(subject to ARTICLE 3),Landlord shall be medd to declare the same s default.In addition in(and not in lieu of)landlord's other right and remedies,Tenant's rental shall nevertheless begin on the Opening Date at the per day time of the grater of either.(i)1110th ofthe monthly installment of Tenant's Minimum Annual Renal;or(ii)$1,000.00.hue performance will cause Landlord toincur losses,damages and cast ria contemplated under this Lase,the exact smormt of wtkt are extremely impractical m fa.The cat include,without limimion,processing and acomting chugs.The panes agree that these late charges are liquidated damages,repnsem a reasonable estimste of landlord's cat and expenses and are fair compensmm in Landlord for the loss suffered by landlord. ARTICLE 3-Rental Commencement Aare (a) The rental payments shall begio to ea-ue m the Me.-of the following data("Rental Commencement Lott'):(i)the Opening Dam,,m(ii)the date m which To,—shall opm the Issacd Premise,for busincas to the public. fH—,A•••:•� g sey re»aiee-re-Ika-eeasa5`eemeed in"bases, f apps sable.Teaser W—of regaetedby-Landlord todek5vheepenmgeftbek,@sed-Wemises-farbromaea+eseedaetaeameide-w.dr tlro Vans opeeieg efaingbepping GeerewagnerF+sepa,>:ng roeke-erne Me...je+renewwee('C b-1 T...4 avewF,T...s ebhgebeaeapeyweaFeMNlbegroeeilretirandApemng Date. ARTICLE 4.Renal Tempt shall pay Landlord as rmal for the tax and occupancy of the Lasted Premises,a the titin and in the manner provided the following surm of emory M anmm without deduction or setoff and without prior demand. (a) hfMMUM ANNUAL RFATAL The Minimum Annual Renml shill be payable u 11 equal monthly iatallme it in advance,upon the 19 dry of each and every month during the periods of time specified in the Refaeoa Provisions If under ARTICLE 3 real begin on a day other theo the In day of a month.the monthly installment of Minimum Annual Rental for the period from the Renal Commencement Due until the 1 st day of the month nen following 2 Spirits&Spice Oakbrook Center 441 Lose 7212071;H91, Dnn,Spm Frnwbna 0 g196FFW-AD014A31A20GFBG571910724 shall bc pror"amrdiogly.All post due septal,additional metal,and aha sums due Laodlord under ids Lean shall bear interest Som the due date until paid by Tweet,at the rale of 2%above she Prime Ram(as defined below). act to exceed the maimom rate of ineaeat allowed by Lw in the stem where the Shopping Center is bated(the "lienar Rath.The interest shall be domed to be additional ramal.At rental provided for in this Lease shall be paid to Landlord u the address in the Reference Provisions or to soother payee oraddras that Landlord designates. "Prime Race-wherever it appwa in the Lose maces the prime am(or base ram)repand in the Money Rata oolut®m section of The Well Street Journal as being the lime ism on empasm lows at large U.S.money aomr commercid banks(whether or not that rate has ban charged by any bank).IfTbe Wall Shat Jmumd cease publication of the prime ram,Prime Ram shall—the highest ram charged by Chase(or in successor)m-bort teem uosecurei loans to as mint creditworthy large corporate borrowers.If The Wall Shat faunal(i)publish. nam than one prime ate or base rem,he high or highest of the rsta shall apply,or(i)publish.a retraction or ca,ecoo,of mw rate,the we repeated in that on i etioo m Donation shall apply. (b) PERCENTAGE RENTAL:Team[shall pay Landlord os"Pa—mage Rental"at the times sod in the manna provided below,an amount equal to she Peramage Ram d all Net Sala(defined to ARTICLE 5)lo.ass oftbe Annual Sal.Bou for the calendar year specified m the Ref a Provisions.psedeiaee eared net iw Nes efPereewage-Renu;T'awt aheR payse Lmdlerd vaamuwt equal teaightye met(8Y.)4dF mama ed etber rewauesw is byTeams,.1*.W regard osllr-AnsWSaks B.Wfa+»tifialae&.WNF13twien dig1a})y dewwlededfieatbNstemaersmyetha semeteeemae ro my aetwmefame nnw-inrsiameee err haanaAer Tmwtweulrieg 6e®we§mlesalwUbe vepawbiY—ad wtexthly-6.e. wswaenYdsNdeemaews9�aa1 sen9 Mn Meiadheroe1 pp.dbeh.,•.re..-sd,g— ym.M g— ym.—Asp Btgttel Aewwlead Aent duaGeas7'aees4te6ensgerBteFany.eeA9WM O. be Pmyabk wiiietbiwy l39)days sear clic end eFtbe suratbiw whiebk�.-rrlee.i.«etk..,aveaues were weaivad. Beginning on the Opening Date,Peranmge Rental shall be paid monthly no lata thin the 15th day ofiba month,exapr thet Ifthe Rend Cosmmammt Dam is othe,than the first day of s numb,the Net Sala doing die fust partial month shall be added to the Net Sales of the oat month.The amount of each payment of Percentage Rental:heli be equal m the amount of Na Sala in"cess of the Monthly Sales Base lir the immediately preceding month multiplied by the Pareenage Rate.The Annual Sala Baa wdfor the Monthly Sala Baa shall be pnnwned for my partial calendar yew upon 10,beau of 1/110,for each full month of the partial celeadw yw,plus Z—,equal m 1/36DIhs for each day ifthe Rental CommmeemnetDat t u ea other ththe find dry ofthe match. Am the end of ach e.I-d.,year Percentage Rental shall be djaerd to s almdar year basis sod the balm.of the Percentage Renal due shill be paid within 60 days after the end of that calendar year(including the law calendar yea).If at she and of the calendar yew,the amunt oftbe Percentage Rectal paid by Tmwt aceeds the amount of Percentage Rental required to be paid by Tenant Im that calendar year,Tenmtsbdl racive•alit for the"cat, -dam area Nall be deducted by Tatmt ham the neat Psymemta ofP—cage Rental due(or sfta me lot almdar yew,Landlord shill refund the ries-to Tammt aHa Landlord's maps of Teomds ardfid statemmr of Net Sala covering the last calendar year).Each calendar year shall be considered as an independent accounting period for the purpose ofcomputing the amouot of Pereenage Rental due.The amount of Net Sales of wy calendar yew shall not be carried ova into my aha calendar year No Saln during my calendar math in which Tenant does not mutipuously and wahatt inteauption conduct ill business shall be demand to be the gamer of.(i)Net Saks during that akndar mouth a(ii)Na Sala for the easaakryi►rakindacmnthin the prior yeaSiww9iaIN-146W asiabigheea.This paragraph-hall nes apply to my calendar month in which the Ira d Prsecisca we closed fm business with the prim wrihen wosent ofiwdlord,or ifthe closing of the Leased Premises is expressly permitted by this Low, "Lease Yaw"for all purposes under this Lege shall man the 12 calendar months between February I through and including the not succeeding January 31.If the Racial Commencement Dam is not February I,than the paid horn she Rectal Commen.mmm Dec though and including the next succeeding January 31 Nall be a partial Lorne Year,"calendar year'for all purposes under this Lease shall meat the 12 akndar months between January 1 through acd including D—bar 31.If the Rental Commencement Dam u nes January 1,dim the period from the Rental Commencement Data through and including the next succeeding December 31 shall be a partial calendar year. (c) AQ0MQlkhQ GRR06&LRASAaL6AREn NONMA IM ANNUAL WiNTAL"'^^`•Ce Arida 6paiag9aewshaWdeisla(+)+heSheppeg16~bcraesasadasaeeeFnwaaee sFlit ({i;cba6MFF eg6.�eteebeepseded by.aeddiaea-eFe f��lare awtgbeeddedesdro&ieDpiseGenic— dlma-eFwAetMr anelreddisenoaursase+sDbmmesFferaewarer eir--,the WarearwAnwalReael sbafi eahwrrPesiyberoerased-waxtrdmeewith-the Refv-4- w— sadie Amus Wes Base A.W be isserea+cd—thagb.Any such ineteese slag eamteacoen ie f,0,day almr tbeaemplaieweFwyef diee.eeesa k0,m()—f,+iNsbse ed eawwam&-",be we made,at die Taws. (d) AMCW4DA d8.'A."AATUALRLTSTALW=ASS.Fw sero eewher(as de6oedm this Leas-e)alus iaadWasia Gas,all 4h.9P .6.2�G�aaaw�d-LfWwraos -be with theatakmeeerpirwrvo�dth0'Am"! e!Bass AM;be iflWassed Weepill 801: La.wrer e,auiuu.davioal u,wmxi-.wN T- (1) If Minimum Annual Rental or dditional—W u rot paid within 10 day-age it is due,T.—shell elan pay L-&.,d,as hqui lwd damages,•lam payment fix equal to the greater of$100.00 or 5%of the delinquent septal for each and every month,or pact of every month the the maul mccaim unpaid.The fee shill not excuse 3 Spirits&Spier Oalthmok Cewer_441_Lease 7mn021;HB:hs UpaSign E-1oa C A1WE62-ADi-A31-B26C4BC51181D71`i Tenant from the timelyy psyment of rental.If Landlord racives 2 or morechedts from Tenant which are returned by Tamys bank for im iffinaot hands,Tenant agreesthar all future cheeks shall be ether bank a+ti6ed,..hien'or tressle—',heck..All bmkmilice charges r.uloog f—badchmirishall beboroeby Term, (q in addition m Minimum Annual Rental,Tenant shall pay,a addiomal rental,all sura of money rationed to be paid pursuant to ARTICII 4(b)(Percentage Rental),7(Taxa).16(Environmental Savka),17(Joint Use Area and Operating Expenses),and all other sums of money or dueges required robe paid by Tenant under this Lase(eolkan-ly ref d to in this Ibsen."eddroonal rma').All amounts shall be pad to Landlord's Paymm[ Add—as shown in Reference Provision 1.10.If the—Duna or charges ser nor paid at the time provided in dr' Lase,they shall nevertheless be collectible at additional rental with the next instalment of Minimum Annual Raul falling due,but nothing in this Lase shall be domed in suspend or delay the payment of my—punt of money or.Nelle.[me time it bearus due and payable a m limn[my cher remedy of Laad1.d.All amountsof Minimum Amral Real and addinneal tcoW payable in•given month(also collectively referred m in this I—. resr a'reanl')shall be damd m be a single—W obligation,and shall survive the mpinnoc of the Term m the earlier termination of this lase.Any payment by Tenant or sceepnrce by landlord of a Icer-oure than shall be due from Tenant in Landlord at the time of such peyreaat shall be meted as a payment on account.The acecp .by Landlord of a check for a lean amount with m eodorsemen[or"—I thew-,or my letter accompanying such check luring that such lour amount is payment in full"I be given no effect and Landlord may accept such chat on account without prejudice to soy other rights or rine dra which Landlord may have against Tenant. Auncl F fidiniticit of Total Saks.C ou sales and Nei Saw Tool Sala is defined.the dollar aggregate of the full amount ofttm prim charged or value received for all goods and m.,cb"nd-sold.laud,rented licensed,or delivered,and ell charges for all amus sold orperformed,and all ubo mccipts Roto all bu.ina,conducted in,upon,or fioto,my part of the Leered Premises(including business conducted by Tenant or its pest subsidiary or affiliate,it.—,concessionaire,err subtamt(each.'Tenant's Affiliate"))whether for cash,by check,on credit,by age.count,arhmge,or otherwise,and in my combination theta4 and shall include,but not be kmrud an,the following hausactioa:(i)sola or ceders received, placed,taken,billed,fidfilled.shipped,picked up by rhe consumer,or delivered to the customer,from or se the Lowed Pr.u-by my means,including but not hailed in.mad order,.1-name,compuur,m gran,al.phaee,or other technology hued system whether now singing or hereinafter developed;(ii)equipment lased;(iii) reimbursements;(iv)uncollected and mmillcoble credit aneounts and bank checks and charges for bank cmdh suds;(v).I1 deposits nes refunded to purchasers;(vi)dl money or other vele that Tenant or Tenant's Affiliate is entitled to,rettive;(vii)the value of my gift carofiestes,gift cards,electronic vouehm,or hlte instrument.as well as,any associated pmchase,service,activation or him fa for same;(viii)Wes from vending machines;and(tit)my other trms.ccons that Tenant in the normal and customary tonne of in operations would credit or.mrbule to Tenant's business conducted in the Lined Premises.Goss Sala is defined a Taal Sala Ices the following aoluimis,but only ifand m the atat that each such aclusim is included in Trial Sales ud is individually i— cd and Wucd by Taunt in its Gras and Net Sales report submitted m tsnNad a required pursuant m the provisions of Article 6:(a)reeves of merchandise m shippers and manufacturers;(b)receipts for the W e of fietura. equipment or property than are inn smek-rn-rode,or from my .1.nes to the ordinary coupe ofTer at'.business; and(c)the value of my exchange or transfer of merchandise between the Ieaud Premises and another Teem[sore location if made solely for the movement operation ofTenaet's business and nes for the purpose of consunsiaaniog s ark made in,at or foto the Lessed Premises.Net Sala is defined a Gross Sala las the following deductions,but only ifmd m the moot that each such deduction is included in Total Sala and is individually mused and valued by Tempt in its Gros and Net Sala reports mbminad m landlord.required punusoc in the provisions of Article 6:(1)refunds to cugutocrs to he am,and in the-our[du[the underlying transaction for which the refund is sought was included in Gross Sala;(2)tela tors,use tis,acize t.,retailersti tis,moupation tax.or similas. imposed tos either a specific amount or.determined byTaant'a Wes;and(3)interest utvrce,finance.or Was carrying charges paid by customers for the mension of credit on purchases if our included in the price. ARTICLE 6-Records and Audhs Tarot.groes in accurately record all sales in accordance with gencaly accepted secomung practices(showing all of in Wes mpaamly from in.her stores),and m maintain sufficient ongu al raords which a.cursroly suromaro e ell transaarons nchamg in the lased Premise(including the sal.of my s.bmmmn lieeosee or concessionaire). Original records shall include but—he limited m:.1.document.,xqueoually numbered lepers and mach-tows of ash registers or point of We devices,Wes returns and allowance detail,ash receipts,payroll journals,socounts aysblw drabmsement j—b,back stwemeons,deposit slips,inventory records,purchase orders,receiving records,Wes journals or dilly sales reportorders accepted by urea-3 of electronic,telephonic.video,computer or another sl—ic or ober t.hoomgy based Mine,sou Wes and tau no,recur.(and all do .b-used m prepare the rows),and a complete general ledger.Docummist im and itemization of specific Wes achuions shall also be mdnninpd.Records shall be pr.mxd(property muted)by Tenant inch.I.)a the Lased Pemias or(b)at the home m regional office ofrenant(provided Landlord shall be notified in writing ofthe address at which the records are camuioed)and made available m Landlord at the Leaned Pianists;or the tikes,upon demand.for a period of.t 1-13 years after the year in which the Was oatnrod(howxver.if my audit is begun by Landlord or ifthee u a dispute regarding Tenants Tonl.Groan,wcVm Na Sala.Temmes record.shall be reamed by Tenmt mtil a finsl resolution of the audit o dispute).The weipt by Landlord of a rota of Taal,Gross, and/or Na Sala or Percentage Rental shall not on.otmc m admission of its oomcmeu.Tarot agrees to deliver in Landlord a statement of each month's sales on or befog the 5th day of the following morph.and by January 31 of 4 Spina&Spice O.kbmok Cem r_441 I- 7f21R02d;1®:hs Dx S-q�Em•bp•ID AINFEa-AD01-31.826GFPCS71M724 each year of We Tem m annual sutemeut cried by a Certified Public Accountant or by a financial otBocr,owner or partner ofTcuann ofthc Total,Groat,and/.Net S.laa code during the pmeading year.Ifthe Team expires or is rvrimted on a data other than December 31,than a lilm staummt for the partial eland.year in wb.b npinnoe tmdmtion ovum shall b<delivered withty 30 days•Per expirmia a temdmeon.Ladlod shall be entitled,at Lmdknd%expense,to have at anytime and boa time to rime seaudit of the Taal,Gross,=dim Net Sales made drum,my period covered by the annual comment and account and mo renkulaoe the rmtal payable for that period. Ifthie is a deficiency in the payment ofp—t-91 or additional—W.the dolimemy shall be tmmadincly dux and payable with interest tithe Interest Rate,and the interest shall be additional rental,bum the date when the payments should have brio mdc.If there u m overpaymmt by Tenant,tt shall be acted by Imdlmd against p.D— dm.If Taal,Gross,and/or Net Sal.have been and—I..d by more than 2%orTeomt bila m record,mintain or make available the required sales supporting docummntia,Tamar shall be in default.and shall pay the cost ofthe edit and all other ralmadi costs and expanses.IfTenant is late finis ing Landlord my monthly sales snsmm4 Landlord shall have the right.without notia.in conduct an audit at Tames sole as,If Tram docs oat finish the sal.documematao refereed m above a otherwise impedes Landlord's mdir of Tmant'c Tmd,Gras.and/or No Sal.,landlord shall be added.in addition to Landlord's other rights and re.ad,..to estimate Team's mnml TmL Cu.s.and/or Net Sal..115%ofthe No Sales for the preceding year,and bill Timor for my Paccreige Rental which may be due based q m the estim t dNin Sales. AYTICLE 7-Tae. (s) (i)Effective upon the Rental Commencement Dau,Timm shat➢pay,without deduction or seroffof my kind,es proportions share ofall rW pmpamy ruts and as ace-Dots which may be livid a sueend against eM retail portion ofthe Shopping Center during the Tem by any lawful authority for emb calendar year including without limitation.A Impositions as defied below In this subpart(a)()and the cat of any Wriest,nor-or negoeador of an ametsment by Lmdlad,u described to(c)below(collectively"Property,Tues').Property Taxes shall exclude rues and.aasmmn sctually paid by anchors or mpmcel—upams for land and buildings awned or leased by anchors and mtparcels whaher the anchors and outparcels ate occupied or vacant and whether or not the mol property taxes datram me separately billed or asseued Notwithstanding anything to the contrary contained in this lane,Property Taxa shell include my form of tax or aasmsmm4 liame fa,license tar,rex or excise or renn, or my other IM.charge,or sidiar imposition(9atpositioni')imposed by any governmend authority m Political subdivision havingjurisdiction,or any school,agricultml,lighting,drainage,management.roadway,water,levet, utility a Ibo improvement a special ass.smeet district on my interim of Lmdlmd or Teomt in the Lased Premia,the Sboppng Center or the underlying realty.The Impositions shall include but am be limited m:(m)my Partial or total substitine impamns for real property taxes;(bb)my impositions imposed upon owners of cal eitau(including my water and sewn tax usessment)rather than upon Persons gmerally,r wain as my tax which my become a lien on the land,buildings or other irnprovemem in the Shopping Center,.with respect m the possession,Learing,operation,maoatm-1,maintenance,alteration rWw,,use or occupancy by Timor of the Leased Proxima;(nc)my Impmieom upon this Lase or my dncument to which Tensor is•Parry creae.g or transfnting an interest or an am in the Limited Premia..and(dd)my impositions for offsbe property or facliues that provide an easement rcgaimd to be maintained f the benefit of or than saves the Shopping Cita. (e)Temurs proportionate share shall be the product which results by multiplying the Property Tun Qat y pay'mem acmly made by variety and specialty mares and by mcbas and uutparals n excluded n subpart (exi)above)by.fiacuoe,the.—w of which shall be the number of square feet of floor arm in the Lased Prrndsm and the denominmx of which than be the tont number of square fm of gross leamble floor ares in the man all buildings)(u determined by Landlod in its ale discretion;h—ft-"Main Mall Bnldi.g(.))of the Shopping Center which an occupied or producing star,including the L.eswd Premises,determined as of Augur I of mob year(exelmiw ofthe building taw wflix.d Por non-radii axhbin m uses;m eastiou•1 pugosn,ivdudiog, without limitation,is rob;space opened for a Dot-for-profit purpose,including,without timitmox,examines;the builmg arm occupied by anchor buildings and outpareals whether the anchors and outpmeels are occupied or vaso[and whether or not the portion of Property Tun thereon an separately billed or ascend;and variety and specialty,star[collectively,the"Excluded Aram"ll.Tames share of Property Taxes"I mar however,be calculated on the basis oflms than 80%of the grmt losable wet of the Main Mall Building(.)of the Shopping Cents determined u of Augmt i of each year(minus the Excluded Are.). (m)Notwithstanding anything m the contrary contained in the Lease,an outpamel may at Landlord's sole dtwanis be considered pmt of the Shopping Center for purposes of the definition of Property Tum and the calculation of Tames share of Property Taxes undo ARTICLE 7.provided that if the Landlord considers an mVsm I m be part of the Shopping Center for such purposes Landlord shall include my,pay—ms toward Property Taxes actimtly soh by the outpamel occupant before the calculation of Tenam's share of Pmpeoy races. (b) From ere theme,landlord slat I..fy Tema in writing ofL•dlmd's.I,—ofTomes monmhly installments due with respect to Property Tues.Such monthly nstallmans shall be paid a orbefore the 1 st day of each calendar month,in advance If Landlord is squired boweva under a longer in memw Pmpm y Tun. Imdbrd may,but Wstl not be obbgstad m,use the amount requirct!to be escrowed as a butt fQ the ea0mate of the monthly in Wlmemc.Upon confr-tiou of dl Property Tu bills mabuud to my calendar year ding the Term, landlord shall Rwisb Tenant with•writmn atammnt of the aowul.moot orTmavt'x pmpordoome there of rhe Property Taxes for that year.If the total amourpaid by Timm fa my alwdar year during the Term is Ions than mar the actual amount due from Timor for that y ,to shown on the intentiointention.atm4 Tenant shall pry Landlord the deflcieocy within 10 days after demand by Landlord.If the mtal amount paid by Terent fa my caledw ymr .cads the amemt due from Tmmt for that calendar year,LAdlmd shell aedh the excess agatmt p.yments due. TmanTs"ability for its pmponlomte m shaof Pmperry Tues for the calendar years in wbich tbu Lease begins ad ands shall be subject to a proram adjustment based or the numb.ofday,n there yews.landlord's and Tenant's 5 Spirits&Spice Oakbrook Center 441 I-. 7212021;IIB:hs Donaghy,E-10 AlNFE62-AGOI-Wi-626CrBC.71910724 obligaioas undo ibis ARTICLE 7"1 Ravine We eapuwoo of t eT wwi nt amenofficial f�eei lbef bill(or mPYXamf a of me availeble,shall I.submitted by Ladlord nTamt,upas request y ammmt ofthe use assessed or levied,the hem hued and the imIDllmnts. (c) If Landlord contests,ravicws or mgotiaes my tax or asseumnt upon the Shopping Center,Tenam agrees m pay its praposumae share ofLaodlord's a rperees,whether third parry or internal.including but not limited to legal,IDs consultant and appraisal fee.Tenant's propartionste share ofmils expauea shall be calculated and paid in the rramer ser forth w ARTICLE 7(a).Tenant shall not haw the right m withhold my paystem m Landlord notwithseoding anything no the contrary contained in this Lease,our shall Lmdlied be obligated in withhold the payment of Property Tues levied a assessed againa the Shopping Cann.tf Taam pays m amount in occas of its propottiormi ahem of property Taxes for my year r the result of a subsequent reductloo io coral Property Taxes for thin yew,the acecs shall be refunded to Tmant(rix"Net Refund")when a0 MB.&to which Landlord is entitled from the raring authority for that year ere received by Landlord The term mean the Refund"meathe refund plus imnat.if my thereon las appraisal angio-11o11,aper testimony.morays.printing and filing kat and all other costa and spans of th<content,review a nagonsuon m[he exrrnt that such tees.teen and apaars have —b—previously-hided in[wits under this ARTICLE 7,and leas m admi.iii—i-fee equal a IS%of the original refund (d) Notwithseodinganything to the contrary in this Article 7 or elsewhere in this Lease,my arise, transection,asks or privilege hwi(acept inane,mmfer.came or inherjo nce sax)imposed upon Landlord on amotmt o(atmbuted e,m measued by reel m tuber darga payable by Tenant shall not be considered Property Taxes and shall be paid by Tercet to ImNord. ARTICI T R-S•haMinaaon and Attrrnment (a) Terunfs righty sball Ix subordim¢to the imerat of my ground lessor and m the':ia of any mongage m deed of trot to fora or later placed against the Shopping Center,upon any building placed Leer upon the Shopping Centor and to all advances made upon the security thereof No spound lessor nor the mortgagor m beeeficiary, awned in the mortgage or trust deed shall disturb Tensor's peaceable possession of the Lamed Pmnis i ifTamt is no[in default under this Lease.Aoy mortgagee m beoeficiny of Landlord may,in iID optw4 at6mdtmte m mortgageor bun deed to this 1-sam,This ARTICLE B(a)u self-opaarive,and no fiurher dmumenetim of 7enmrs subordwmon and worensent is required;however,Teem shall esecm any subordination agreement rtquomd by Lmdlord,my mortgagor or beneficiary of Landlord upon writmo request.Tam shall accept perfor—rice of my of Landlord's obligations hercmder by my mortgagee or beneficiary of landlord (b) If my proceedings m brought for foreclosure,or if the power of sale under my mortgage,deed oftrust or deed to secure debt made by Landlord coving the Leased Premises is aerciaed,Tenant shall mom in the purchaser upon the foreclosure m We and reeognin the punctuator as the Landlord imdn this Lease. (c) Landlmd covenants that it is or will be a party to a terrain agreement Or agreements with the anchor in the Shopping Center(the'Agroemmt"),which my be attended from time to time.The Agreement shall not prevent Tempt from usteg the Limed Preensa for the purpose set forth in Reference Provision 1.03.This I.—is subject and subordinate to the Agreement and my sur ndman to m rmdifiations of the Agreement. (d) Tmmt agrees m make such rasonable modiftanow to this lac as my be reasonably requited in c000ntion with the obtaining of finaoctog or refinancing of the Shopping Center or any Portia thereof or interest threw,ono Ing as auch modifiadens do ran ch_p the ee wris terms hereof or materially affect Tenant's rigbn, inctnaseTerant's obliptiom,or reduce Landlord's obligations hereunder. AR71CLE 9 Additional C t sero Landlord reserves the right at my dm m make aimns iota or addition to,subdivide,change the building dimrsiom ad sterefmt flus,build additional stories on the building in which the Leased Pmmises we contained or on my other building or buildwp w the Shopping Cater,and m build adjoining the Shopping Center.Landlord also eaava the right a my ease to coatbuct other buildings.struenves otimprawrants wcluding.but not limited in,surface,elevated or double air parting facilities and to erect temporary scaffolds and other suds to amtruction. Landlord shall have the right at arty fame upon 90 days'nonce,to relocate the Leased Premises to mother location within the Shopping Center(-Subsnhum Space),contawing aPPmxinmtely the cam meomt of floor era as the Leased Premises.Landlord shall pay the cat ofitoprewing the Substitute Space to a coteparabe condition this missed in the Leated Premises,and fm rl reasonable moving cepeases incurred by Tenant, and for any additional reasonable and actual attorneys' fees or costs associated with obtaining any necessary liquor licenses or permits regssirad to apazata the substitute apaere in accordance with the Permitted Use up to the amount of .Tameball upas delivery of the Substitute Spam m fa Tmmt,install its nnes,r—itux and equipment in the Substittae Space prior to opening for business in the Substinue Space and Tenant shall open for business in the Subaime Space within 30 days aAw delivery of the Substimm Space to Tenmt Mirdmum Aminal Rental and Percentage Rental shall abate during any period Team[u unable to be open for business due to the relocation. 6 Spirits A Spicc_Oskbmok Ccmcr_MI_l.casc 7121,1021 HB:hs ­9n Emnbne C A19aFEW9 otM,8nCFBC57i910y2e ARTICLE 10.condition of Leased Premia Teomt'a taking possession aline leased Premises shall be conclusive evidence of Tenant's acceptance of the Lased Plemisa is good order and utitfwt y modlbm and"cels",including pint and lattmt def.b, exppt for hidden pre-existing building code violations and/or life- safety deficiencies not cawed by Tenant's performance of Tenant's work and for which Tenant notifies Landlord in writing within ten (10) days following Tenant's discovery of such itema. Tenant agrees that no reprcsmrations about the condition ofthe Leased Premise,am promises in de-rue,alter, reps,m improve the Leased Premises have been made by Landlord m its agents to Tenant.Tenant also agrees that no represenadons have been made m Teaser that any other[manta Will lease apace a the Shopping Center am have any promises been made that Tenant has the aeloame right in sell any merchandise,goods or se ica other than as set forth in the Agreeoent.Tenant hereby waives any-pilied weramies, including but not banned to fitness,suitability and habitability. ARTICLE 11•Reaaln sad Maln,enaaer Landlord shall be mapoomblc for all—on al mpea to the Loaad Promina.Lmdlord shall not be anponslbin for damage or personal injury nuked by my ddeca or ether conditions,m the mnsequate a thereof,excep in the ase of andlordk willful—ad—Landlord shall not be liable m Team for my damage to merchandise,trade finura orpersooal property of Tenet ionic Leased Premiss,i.luding whh-,limieamn damage by water leakage,seepge,water discharge from a spridde,system or water damage caused by leakage from oma occupant. Beginning on the date Tenant takes possession of the lased Premises,Tcnmt shall be liable for the repairs, replacamenb and namiummce ofthe Lensed Premise,except these for which Landlord is raponsble under this ARTICLE 11.Tenant shill keep the Lased Pre®ses to good order and replr,Clem,sseimry and safe and shall notify Landlord,in writing,prior in beginning my repair.The nice shall specify the repair work m be perfmmed Teams repairs,replacements and maintenance obligations shall include,but not be limited m,its hating and cooling equipotenq what equipment;fbenina;improvements;floor covering;the exterior and interim portions of all doors,door locks,security gats,and windoaa;plumbing and sewage facilities which are not Landlord's obligation; walls;ceilioga;mdpWc glass.Tenant shall be solely responsible fm maintenance and repair-m related m the Land Premises.Temmt agrees an keep the immor ofthe Leased Premises in a clean and sightly appearance.If Tenant refuses or neglcb in make repairs or maintain the Leased Premiss,in a manner reasonably satisfactory to Landlord.Landlord shall have the right upon giving Tenant rwonable serum ounce,to make the repairs m pati—the memtemaccorbehalf of Team Tenant dal l reimburse Landlord pmnrptly upon redµof a bill.The interim and stomftat of the Lmsed Premiss shall be pined,redecoratedsed refurbishedby Tenant at lmst once every S yeses.Landlord bac on obligation in do work which Landlord u not expressly required in perform under this lase orwtich,under this Lease.Tman,k required to perform The perf a dthu work by landlord shall not comtitme a waive of Team's default. ARTICI ,12-Akentleoa Tamar shall am mete my smauN,elco nml,smrefiant,exterior,maim interim m mechanical aloammon.an the Leased Premises without obtaining the wxinen cannot of Landimd.Tenant shall not interfere with my .,it to the Shopping Carta,and shall not cause the closing,interruption m impairment of Tenants normal-ndumt ofbamm. All alummona additions,improvement and Tenant's Work shall become,upon expiration of On Term,a the tinier termination of this Lease,the property of landlord without my payment by landlord.All sxh work by Tmmt shall be made under the supervision of a compatent echitaer or competentlicensed structural engineer sed shall be m accordance wise plans and specifications approved m wtitiog by Landlord before the ser:dthe work.Landlord's approval of Te.nes pla.and spmificanoos shall not nate a responsbility m liability of landlord f the, a im,y,m ficienry m mmplimce wise laws or rdea and regulation.The work shall be te accordance with necessary,governmmal approvals and permits.Test shall obtain approvals and permits at it sole expense.The work shall be done in a good and workmanlike answer and diligently prosecuted to completion.The lased Premise chalk u all rimes be a complete unit except during the performance of work.Work done by Traitor without Landlord's-.-,shall be recruited to its miginal condition.u Tmane,espmse.upon rcquon by Landlord. aRTt(1,e tx.Fistumand Penan&IPm= Trade fixrura,s pa and other peraoal property of Tsem,oro permanently affixed to the Leased Premise..hall remain the property of Tenant.Tenor shall have the ngh4 pmvidod Tenant is not in default,o reactive it trade fixtures,sign.and ether psonal property.Timor:bail am however,during the Term,tender the lased Premises unsuitable fm cooducting the type ofbusiness specified si Reference provision 1.03 by removing personal property .altos Tear,immediately rcpt c=it with pwsoal prupmy of comparable or beater quality.Tenant,a its capne, shall immediately repair dare, to the Lased Premises mused by the removal of men trade fixtures,sips and other persral property.Upon the apisum or artier tzmari ion d mi,Lege.Tenant shall lave the lased 7 Spinas 4 Spice Oakbrook Cema_441_1.easc W21.1202 1,IM.bs Oocu99n Emwmpa 0 AMFEW-ADO-Ml-IiMGFIKS71910724 Premises in a rest and clem condition,free of debris.All Inde futures,signs,and oma pamnal Property installed in a to the Leased Premiss by Town mat be new a like new when installed a==bad-Tenant shall pay before delinquency all razes,asssmeots,license fees and public chugs levied,assessed or imposed upon it,business operation in the teased Premises as well as upon Its ends Ezeves.Icasebold ierpmvemevw 6-1-dill but nor limited to mcrnhandiw and Omer peaonal property in,no or upon the tressed Promises).IfTenmts property is usessoil with landlord's property,the asscsameot shall be equitably divided between Landlord and Tenant Landlord shall determine the basis orientating the assessment,and that determination shall be binding.No taxes, smi sments,fees a charge referred to a this ARTICLE 13 shall be considered Property Tax>under ARTICLE 7, Tenants obligation to pert the Provisions of min ARTICLE 13 shat survive the Expiration Dare or the earlier termination of this Lea,. ARTICLE 14-Lima Tmant shall not permit a fins a claim to attach to the Laud Premises and shall promptly cause the rim a claim in be.Jssad.IfTenant comes(,the line or claim,Tmmt shall indemnify landlord and.if requested,dryosit with Landlord a cash or suety bond in a form and with a company satisfactory to Landlord in m amount equal in twin me amowt of the comt,medliona calm If Trams shall fail m rouse a Een m be dischatged or bonded,within 10 days,(Ler being oaifid of the filing d the lies,ion addition m my ones right a remdY,landlord may discharge the lien by paying the amount claimed in be due.The summit paid by Landlord,together with interest at the hastiest Rate and all cost,and mycoses,inchsdmi;reasonable attorneys'&a incurred by landlord shall be due and payable by Twain m Landlord as additional.mal on the ler day of the neo Ibllowmg month.Teams shall ir®edueely give landlord winto mice of me.carding of a Jim against The leased Promises a the Shopping Center arising out of work done by or ar the direction ofTi aa. ARTICLE IS"Laws and Ordlnmaa (a) Tenant shall comply with an laws,ordianca,coda.orders and regulations affecting the constraion,use, occupancy,altaatiw,danlineas,safety and operation oftbe leased Premises,which are in face now or lata. Town shall comply with the regulations,requirements and recommendations of my insurance underwriter, inspection bureau a similar agency.Tmmt shall notify Landlord ifTeantbas received notice o4 aha knowledge of any condition a racoma thus might result in liability in Landlord Tenant shall give Landlord, upon Landlodl request.information regarding the eovum®eotal condition of the Lmmd Premises a landlord car determine if Landlord mat comply with any rule.regulation,order,sus,law or mount pertaining in the enviroomenul condition of the Leased Premises a the Shopping Center,and for Lmdlod to accurately complete a form a otherwise provide information required under my we..gulmi m,order,sere law a statute.Tmmt shall permit Landlord to comply with those recd®eedmais and.quiremcou.In addition,Temno agrees to comply,in the canton mat the same may be applicable to the Leased Remise and as;sox may be amended from time to time, with the standards and requvemen¢of the Willimet-Steiger Aa(PL91-5967.known as the'Occupaboal Safety and Health Am of 1970;notwithstanding the 6e.that Tom may otherwise be exempted from the provisions of mid Aa,and the Americans with Dimbilitia Act of 1990. (b) Team shall out()permit an immoral practice in the Leased Premises;(ii)use or allow the lined P.misca to be sed or occupied in a--.,h.might invalidate or memase the nine of a make ioopoinve oro insurance policy carried on the Leased Prea on a property,buildings a improvements in the Shopping Cmt , (imiss )keep,use a permit in the(eased Premiss mNmmable fluids a ezpbsives without it.price written permission of landlord.or=gap in hazardous activities(iv)use the Lased Premise fa a purpose which might seam a muisance a injure the reputation of the Lamed Ptemisa a the Shopping Censer,(v)delime a ijure the Lased Prtmaes a any portion ofthe Shopping Center;(v)overload the room(vii)commit a suffer waste,(viii) mean electrical equipment that overloads Jias;or(a)conduct my sampling,testing.or drilling to loan my Hazardous Material without landlord's prior written approval.Toot shall,upon demand reimburse Landlord for eta Premiums nosed by Tmwfs=or occupancy of the L.mmd Promises,whether a not Landlord bas consorted m the use and occupancy.A sclic"t issued by the orgsaestion malting the insurance rocs on the L erred Premises,showing the component,of the rim,shall be conclusive evidence ofthe reins and charges which mete W the hemrd em other insertions:sus on the Leased Premises.Taomt shall at Team's expense,make from time in time whatever changes are necessary,in comply with the requirement,of the imurmoc impecm¢, underwrite¢and governmental authorities in connection with electrical and fire prevention systema and equipment. (e) Taun shall ria have a claim against Landlord and landlord shall not be liable for damages demands, expenses,hes fine,penalties,suits,proceedings,claims men=and woes of action arising out of or in my way. monaural with Ten ot's use or occupmcy ofthe Lod Premises,ifsbe use or occupancy u prohibited a mhnantizllympaired by my law,odinsuce,mgulaliw a by legal.gov.nmennl or other public authority. (d) Taunt shall not muse or permit my Ha7xdoa Material(defined below)to be brought upon,transported through,stord,kept,used,discharged or disposed in or abort the Leased Promise or the Shopping Center (mlleaively"Roperry")by Tenon,its agmta,employ.a cwhanws.Tram shall motify Imdlod imeedaaly of the presence of ordisposal of Hazardous Material onornes the Lwsed Premises,and dory notice by a parry alleging the pmam.of ll-.d..M—W on or our the Leased Pra®ses.Howe—,Hi mrdous Manurial. brought upoq Transported,used,kept a,,—d in or abort the Property wbich is necessary for Tenant to operate is business for the nae permitted nod.ReBreva Provision 1.03 ofthis Lease shall be brought upon,lr nspated,used, kept and stared only in the quantities accessary for the naval and wstomary operation of Tensnts business and in a mama that compba with:(i)all laws,roles regulations,ordinances,coda or my other govemmeot,l mseection a 8 Spirit A Spice Oakbrook Center 441 Lesse 721.2021;HE:bs Ematope,g2.A195FEW 1N71-026G BG57191O)24 rcquh=t of all fiedetal,stood local gov sumemml authorities havivgjmisdiction and tegulatiog the Hawdous Material;(ii)permits(which Tenant ahall obtain prior an bringing rhe Hazardous Material in,on m about the Property)issued fa the Hazardous Material;and(iii)all produces'and meoufs.oen'ivstrueni.s and rcrummendmons,m the stent they arc seicsar lhan laws,rules,regulations,ordinances,codes or permits.if Tenant,its agcou,weployas m covnactOm a my way breaches the obligations in the preceding sentence;or if the presence of Haaardous Material on,the Property caused or permitted by Teoaot results in the relate or threatened release ofHaurdousMorial on.from or under the Property;or if the preseo to on,from a under the Property of Hwaudoos Material otherwise arises out of the operation ofTmants business thm without limitation of my other rights or remedies available to landlord ander this I.nse a at law or to equity.Tenant shall indeomily,defend, protect and hold harmless Lodlord(end landlord's parents,subsidiuiea,affiliates,employees Parser,agents, mortgagees orsucc —to LndlotdY mterut to the Leased Premia.)(collectively"inderewity')fiom my and all claims,sums paid in wrti.nentof0wren,rydgmems,damagta,cleanup omen.Penalties.firm.ensu.liabllides, Iowa or apmses(,eluding.without limitation,anaroeyi,consuhsvts'and experts'fou and my fees by landlord to enforce the Ivdevmiry)which arise during a after 1tc Term u a redo of Tcomt1 breach of da obligsti.s or rhe mlase or covtamiutim of the Pmpeny,including,widmt limb boo:dimioutim m vaha of the Property. damages for,the leas of,or the remicdon on the use of,rentable or usable space many amenity of the Property; damages arising firm my dvrnx impact m tic We or Jesse of the Property;and damge and diminution in value to the property or other properties,whether owed by Landlord or by 3rd panics.This Indemnity includes,aid,= hrdution,cats incurred to mmection with any investigation ofsim conditions or my clean-up,renrediaL removal a-notation work req,6md by my fdemL a=or local governmental agancy or polidal miodivisim because of Hsardous Material presant iv the soil a groundwater or,under m originating from the property.Without limiting the foregoing,ifthe presence of Hw mous Mateoial on the Property caused a Permitted by Tamm resdts in the comaminmon,release a thre ttamd release ofHatatdom Material on,from or under the Property or other pmpemes.Tenant shall prompily take all acwans at its sole cost and expense whi b are oaasary m comma the Property and other pmperties m the cooditioo existing prior m the introduction of the Haardom Mesais];provided that Lmdladk written approval of the.,bora shall be obtained first(which approval shall not be uaaannably withheld)and an long es such mucas do not have m would Our potentially bave my material,adverse long-term a ,bort-taro effw on Lodlord or.the Property or Other properties.This Indemnity shall survive the Eapirstim Date or earlier temduu;oo of rhe lase and shall survive any amsfer of Landlord's intercs in the Property. "Hazardous Material"means any baardous,adioactive or toxic substance,material or waste,including,but nor luumd ro.those substances,materials and wastes(whether or nes mixed,commingled or otherwise combined with other substances,msmials or waste)listed in the United Sates Department of Transportation Hazardous Materials Table(49 CFR 172-101)or by the Enviromaoul Protati.Agency as haardous substances(40 CFR Pm 302) and amendments therero,or substsnca s,materials and woos which are m become regulated under my applicable local,share" federal law including,without limitation.my tmtmisL waste a assubstance which is(1)a peaolenm product,code oil a any fiaioo th—f,(ii)asbestos.(iii)Polychlorinated biPbanya,(iv)designated u a "hLwd.:sobsana"perwanr b Section 311 of the Clear Water Act,33 U.SC.Section 1251,cLRL(33 U.S.C. Section 132 1)or listed purnam to Salim 307 of the Clan Water Act(33 U.S.C.Section 13171(v)defiead as a "hwardau wase"Puruent to Section 1004 of the R.—Consesvatioo and Recovery Act,42 U.S.C.Sad. 6901,at--(42 U.S.C.Sed.6903)or(v1)defined u a"haard—,Mutase"Purwasest to Saltine 101 of the Compmbenvve E.vironmen W Responce,Comp—se..,and Liability Act,42 U.S.C.Seaiaa 9601,fLuL(42 U.S.C.Section%01),as ill of the foregoing may he amended from meet to time. ARTCIR ig- Beryka (a) Teems shall pay for all utilities used in the Lesard Pmmises during the Term.Tamm shall if required by Landlord or applicable code,provide and pay fa its own merers fa heat,air conditioning,wee,gas,electricity and all other utilities,and shall pay all wmr and sewage charges(and all other barges for utilities used in the leased Postmen),rentals and taxes imposed by goverome al authority or Otherwise.Landlord my u in elation provide Tenant with ordesignate a third party provider no provide Tenant with any or all of the utilities used in the Lased Pre mism.If Landlord or its designs provides Toot with the utilities used in the Lased promises,Town shall pu&ase such utilities from Lmdlod or its desigrre and may not Purchase such utilities from any other mea. Landlord agrees,be--,that the,huge to Teams fu utilities BuoishdLase by ndlord:hail not cad that which Tenmt would be mq.ird to pay for if Tenmt purchased sucb utilities,with•comparable level and quality of :mice and equipment.directly from the local public utility company,but not ku than Landlord's cost so provide such mmlities. (b) Hosting ventilation and air conditioning fm the Leased Premiss will be in.conduce with the EXHMITS. (c) Tenant shall be teaponsbk for completing the ca alation of the heating,ventilation and air conditioning system within the La—d Premises,as provided far to the EXHIBITS.Tenant,at Ttnam's expmw,shall maimui. the heatag,ventilation and air eaaditioniog equipma.which aelueiwlq cove tar are within rhe laud Procne s. -'!moot shall use but efforts to cooaere energy in the operation ofic,homing,ventilation and air conditioning. Tenant shall upon request by Landlord supply landlord with evidence satisfactory to Landlord that Tenant es fulfilling Tenant's obligations under ARTICLE 16 of Net Lease to maintain the haring,ventilation and sir emdni—i'equipnw.+r wift.dr"t s.d Posen;... (d) Landlord has,at its cost and expanse,pre..WWI.potable water dimtbai.system and.sewer system which will provide roarer and sewer service to the Leased Preaches in.ccordaae with the EXHIBITS.Tcoanr,at a Tenwe's p use,shall be responsible for completing the insW lmo,of the water and acwer systems within the Leased Premi.es in accord—with the EXHIBITS. 9 Spirits&Spia_0akbroolr Cosc_441_lase 7/2Io2021;IB3:b1 Droeu5lpn Ernrskp ID:A195FEg2AWi4MI425C-M5711IDtt1 (c) If Tempt shall require natural gas Por Me normal opeetim of Tenant's business,such utility service shall be available in accordance with the EXH®1TS.All neural gas service shall be arranged by the Tenant and all such work WWI be done in accordance with the 17tMrrS. (1) In addition to the bLnimrm Annual Re ml,Timor shall pay,as addinoml rioal,in advance on the Ors[day ofthe month during the Toren(prorated for soy fractional month).without deduction M-Off of my kind,a charge to Landlord for my services furnished by landlord to the Lessed Promises under this Article 16(the"Emviroomental Charge').in the event of any dispute,Temm shall pay the bill for all such utility furnished to the Leased Premise in accordance with Lamdlmd's billing,and such payment shall net prejudice Tement's position.The Eovirwmental Charge shall be adjured from time to time by Landlord's engixa.shall be initially based on a typical tae layout the is comparable to Truant%utility our and shall be subject to adjustment by Landlord from time in time.If Tempt Nils to make any applicable payment of the Envirmmmul Charge to Landlord within an(10)days frau the date such payment is due,or upon failure ofTeoamt to pay my other aims of renal a aha charges due under the provisions of this Lease in OWL Landlord may,without Imitation,rot offend discontinue soy such utilities furoubd by Landlord in the Loosed Premises,wiehom my liability to Landlord (g) If landlord or Landlord's chid party designee is f irnisbirg udlitie to Tenant during the Term,landlord or such desigaee may ecce-furnishing my of such unldie without responsibility m Tempt except to cormar a— an be runnected to the service facilitie moth-available sauce of supply.Notwithstanding anything cooniod in this I-.to the corotrary,Landlord a such designee shall nor be responsible or liable for damage or injuries sustained by imam a those claiming by,0trtagh or m under Tmb--t,bof the interruption,discoom� timec, d quality or qualy a any inli ty used in or for ftLased Premises,(whether or nos supplied by Landlord or such deignoo,and rcgardlail ofd-r.son 0,cause of the interruption a d-anti—es).Tent shall nos be rdkvd Wm Me performance of in obligooms itm imtertupnon ordiscmumm�a sans.Laodladmaymistanyeoergy mmagement mascara it deems necessary for m-gy com mbm including,butnor limited to,control ofall Tenants energy comumpnon. (h) Landlord shall keep in god oda and repair and shall mainuim the telephone raceway and interface winag system and shall make my accessary repairs to a replacemru[s of such telephone raceway andfor interflce wiring system except Mat Landlord's obligati.shall ria include repair or pl----1 of-'vice ex e—om,wiring or other telepbome systems exclusively servicing the Lca d Premises and that Truant shall reimburse Landlord fa any and s0 mpdn thereto rreceuimed by any era,omissions m act or negligence ofTenmt a Truant's seems, employee and contactors. (i) Timor agrees that garbage and refuse shall be kept in m adequate container so as not m be MNe to the public,with.the Leased premise,for mlleaim at—able time specified by landlord and a Tenam4 est.Ins lieu and instead of the foregoing provisions of this subuuim(i).Landlord,or a contactor-)cooed by the Landlord, st its option,may purcbaao or Iease a garbage comp-our for it.u-of tenants and ccup..of the Shopping Center,If Landlord,or a contractor selected by the I—dlord,purchases or leaves said garbage comp-tor rot the u-of tame in the Shopping Carter,then Tenet agues no use the ane f the disposal of its garbage and refuse W the exclusion of all oMer gerbage collection companies.Tem ea shall pay monthly,in adveooe,the charges Merefm,had upon Landlord's,or a contractor selected by Landlord,ressiouble,adman of the amount of the refine and garbage geacratd and the f e lumcy of use by Tenant Teasart sban w-its garbage and refuse m be taken in such garbage compactor within the Shopping Cmta;and it is mdnstood and agreed that Temntk monthly charge as f—-O-d will not itelude peck-up service.The of—.b-d monthly charge as estimated by Landlord,or is contactor-)-ted by Landlord shall be adjustd from time to time based upon the garbage generated by Tenant and/-change.ams f refuse collection Tensor shall am soiled ordirty linen in approved fire sting aganintim metal containers with salt-closing fusible link avers.In addition to Me foregoing Landlord may acne the removal of all debris,rubbish,material and equipment during the constructim ofTesam's some and/or during the time preceding the initial opening dam of the Shopping Censer,and charge the asst thereof in Tatum as provided in the IXH®rrS.Temam shall pay Landlord such charge within 10 days ofbilling. 0) During the Term,Landlord shall keep in gad order and repair and shall maintain the sprinkler sys-m.the Leased Premise,including chocking,mating and-rviciog therm(ad shall make any nccasary repairs in or rcyleemenu of such sprinkler system except the Tenant shall pay my and all charges belled by Landlord. coronation with all repairs and replacements thereto necessitated by my acts,omissiau m sec or negligence of Truant or Tenant's agents,employees and contraaon.All modifications in such sprinkler system tbatTmmt may desire shall be performd a providdin the Exhibits. Should the utility company fumuhmg waterm the Shopping Center levy.asset orimpose upon Landlord a sprinkler system backup charge,Ma Tmmr shall pay to Landlord its propatiorm,hwe d,.—fC which-ball be in—unapt i*W to the product obtained by multiplying acid charge by a fractm,the numerator of which shall be the gross leasable area ofthe Leased Premises and the denominator of _ which shall br the pose leasable ares in the Shopping Come,saved by such sprinkler system determined as of the date such charge is billed to Tenant;and sha0 be paid by Temon within 10 days after billing by Landlord. ARTICLE 1 i-Joint Use Area and Ogeratin Intlaw (a) T7-'Joim Use Arms"shall consist of all parkicg arras,parking facilities,approaches,stoats,sidewalks, malk driveways,leading pleforma,canopies,elevates,—at—,ramps,storm damage facilities,exits, comances,sprinkler mains,land-aped areas,comron stations,light facilities,computer facilitia,cable facilities, 10 Spirits&Spite_Oakbrook:Cemer_461_Lease 712112021;HB:bs DDc Slpn EmwbrM p F136FEWW)GI+A3lEB2GGFBG57191D72`i mlemmmlmicallonf facilities,wsSEti ms,lounges and Oebmra,utility times,mots,roadways and other Whom available forjoint use or benefit designated by Landlord,as they may from tame to time exist and be available an the rename in the Shopping Center.their employees olficen,sgmts,mstomers,licensees and invitees. (b) landlord.bait,subject to evens beyond it nameable control,mainain Or cause to be maimmined the Join, Use Arts,in good order ad repair.The Joint Use Ames and other facilities m and about tire Shopping Center shall ai all times be subjat en the control and managroom,of Landlord and other parties that Landlord may designim. Landlord shall have the right a any time to redesigneta modify,&her,close,na rim expand,rsmsoe and ebange the Join,Ure Areas.Laedlwd shall sisobave the right to permit enm tainmem event$.the placement ofldusloua .q . advertising and mher displays in the Joint Use Areas,and to convert the Joint Use Areas into mail areas The activities and esus may be 11-po1ery or permanent. lc) (i)Operating Expenses shall consist of all.pendr—relating to opinions,uw-gm&equippmg, -dieing,P—ii.,.lighn o&repetria&eleaniv&replacing and maim iv,the Joint Use Ara in the came Or improved condition as when Originally insdled,including my rental and lam payment paid for machinery and equipment used in the maintenance of the Joim Use Area and the penomel costs On implement those servim, compliance with salutes.Iaws,codes,min and regulations,even if applicable after the Etfmtive Dec,maintaining pa.Mog spaces fm employees astomers and other paities;music;mai.--of the oaf;removal of anow,ice, mbbisb,din and debris;garbage collection service:pia ting,replanting and replacing nowen and landswping;coma and expmacs ofutilities Including,but not limited to,maintaining lighting facilities and storm drainage and dentition systema(whether on a oRthe Shopping Center);sewage tnsmnmt plant,domestic weer wells,pumps, and simian facilities sed equipment,bossing and cooling the inclosed pottier d the Shopping Cmtc,pest ciete+smution;the alarm service clamor if a supervised fire sprinkler alum system is initialled;premiums for liability,property,damage,fin and amal imn,,ulinnO insurance(if carried by landlord);the cost oftbe personnel —mbly required m implement all tithe foregoio&including the policing of the Joint Use Arps and the directing of traffic and prkiog of wtomobiles on the psdting am;insuroocs aggregate allocaeone and Icaaw borne by landlord w s result of deductibles m self-insured mention limns curled by Landlord undo an imurma policy or self imursnce by Lwdlod;coca of adjwting an wined casualty;wages;unemploymms social amunry and pusonal property no%;all other expmditurm made for the use a benefit of the Joins Use,Arps;direct a indirect cost of advertising,mulcting and promotion of the Shopping Ceram a set forth serym Article 37,inchding the ens,of marketing and c--mer ice personnel;and maimenan.tithe sprinkler grid in tenant spacer of she Shopping Center. (ii)Effective upon the Rental Commencemeot Date,Tenant shall pay,without deduction or aerroff of my kjod,the Operating EN—Psyeo m,which for the calmdu year stated in Ref a Provision 132 shill be the amount spmifid b Reference Provision 122.Tenant's Operating Expenses Paymml than incni se,On the I"day of eacb subuquevt gkodar yes,by 3.00%.As Tenant's obligation m py dm Operating Fxpmus Payment i, pndctermiod and rel aiibjem to adjusmaut.apt as cprasly provided herein.Tanana shell have--pins or implied right to ermine,inspect or s edit landlord's ne.,&pertaining to the Operating Expenses Payment Landlord shall have the right in is sole and absolute discretion.m.Ilocate all w a portion of any of Tenant's payment under this Lasa including,but without limitation,Minimum Anna)Renaland Operating Expenses Psymms mwud Opening Expevus. AN7LCI E is Dogtime to Load P L• If the Lead Premises an damaged.damoyed or rendered partially umtmavable by fin or other insured casualty, LndlodsJWI promptly repair and mann the 1 d Premise in—dance with Landlord,Work-From the date ofthe fin or cauahy until six Isped Premise K npaid and tutored,Minimum Annual Renal and additional ramal,.ceps for any additional renal da under ARTICLE 7,shell abate in the proportion that the part of the LeamdPneniec,destroyed a nndend unteemable bears to the total Leased Pnmims landlord shall nth be, required to repair or resume the Lead Pramius or anypan of the Shopping Cerner as The mWt ofam uninsured ematy.If s0%or more of eitber the Leased P,emses a the Shopping Center is desmoyed or nedned un mutable by fire or other casualty during the last 3 years of the Tam(based upon the replacement cost compared with the market value ofthe improvement immediately prim to the fin or Other casualty as shown by the certificate of Imdmd,erchimst),either-airy andl hw<th<right m tarmim.m this Lamc.The mminstiov shell b<eAxtive 0o the date of musky by Landlod or Tenant giving the other,within 90 days afterten=us*,written notice of termnsnw.If,he notice is 6ivm wi[an the 90 dry period,shit[case shell termaase cod Minimum Annual Rmd and dditiceal renal shad]abase from the due of the casualty.Landlord shall promptly repay Teramt my rend paid in advance which bad not been and at the date of the casualty.Ifthe notice is not given and Landlord is regard or ek n to repair or nbuild the Leased Premises,Tenant.ball repair aadlcpl..it merchmdiu,signs,goods. trade fumuee,Furnishings,equipment,furniture and other petogl property to a condition at lwt equal in its cmthtion price in is damage or dese con and,if Tenant ha closed,Tension shall promptly reopen for bucioess. Landlord shall not be required to mpd more for repair or mtmstion of the Leased Pmnises or the Shopping - Center that,the smount of insurance proceeds paid Lmdlad(a,if Landlord is self-inured,the amount of insurance p,mc.da which would have ban paid landlord if latdkmd win no,self.mead).Except a-ycssly provided to the coobary,this lassie shall not terminate nth shall them be w abasement of Minimum Annual Rental a addirioval mal n the mint of a On or other casualty. 11 Spirit&Spice Oakbank Cam r_4{I_L- 7l11=1;HB:ha D Slgr Emalore in AIWFEW-A001-Wl1 26C-FBC571911)724 ARMS 19.111111nuag (a) landlord agrees to mrry.or cavae to be carried,the following insurance coverages and types: (i) Workers'Comyensaaon insurance in smwmry amounts: (ii) Employer's Liabihty Ina—ie me amount of4OPM101hpn Peraom For each awdem,a disease, (ni) ('-1 r-,sl Liability Insurmre m the Joint Use Areas providing coverage of not less ibmIMMNN%a ocaure .withalaegremte. (iv) Commercial Property Insurance including special(penile endorsement insuring Landlord's property in be Shopping Center for the full replacement valut.This insurance will oclude Tenant's Work and Tmam's merchandise,signs,goods,trade fumes,furnishings,equipment. furniture and other peraonai property). (v) Landlord will have the no in arty or cause to be tarried additional typo of insurance in whatever limits Landlord chooses,including coverage under blanket insurance policies which may be allocated by Landlord among the properties owned or managed by Landlord which in Landlord's opinion Lendlmd de®s appropriate. (b) Tessin agrees to arty IM rolmwing lnamana coverages son types. (i) Wotlras•Compensation Inamanee in:tatnarty amounts: (ii) Employers Liability Insurance in the amount of ager person for each accident,or disease: (iia) Co®eraal General Liability immwce including products and completed operations coverages of not less than spa occurrence,unto aQoslpoper low ion aggregate(f Shopping Cmrers in the seta of New York Texas and Calif anis these limits shall be ��yes occurrence with a�pc locasion aggregate).the fire legal liability emir shag be not less thadIONNIN6asThk policy shall include Commensal Liability coverage.This policy shall also include an Additional Insured Endono otant We mining the names of the Additional Insureds identified below.The policy must have s Waiver ofSubmptim iced—ear to livor of all Additional Insureds.Any dducnbldself moored mention in oma ol11911per occurrence requite Landlord's wramo consent (iv) CammertiaW property Imuran,,including special from punk endorsement insuring Tenant's property,including plain glass,in the Shopping Center for the full teplaamem value,without deduction for depreciation_This polity shall have an Agreed Value Enddsemant.This insurance most include all of Taunt's work,improvements and betterments,Tenant's invenmry, merebandise,ngns,goads.trade fimnes,furnishings,equipment.furniture,wall coverings,Floor cormings,and otber peraoml property).Tenant shall insure for loss from flood,including cwaage fon water damage from all causes including but nor limited in sprinkkr ch mgr,sews discharge orhackup,water line bm k gk ad overflow from Cala tenant's spam a from the Joint Use Areas Where available,Tenad[shall insure fu earthquake.Landlord shall b named as e lesa pays with respect to the coverage for Tenant's bettermeos and improvements,The policy moat lave aWaiver o/Sukngation edowement in livor of all Additional Insureds The dedumbla'self-insured rctmdm shall not acted 53,000 per ocemsmce without Landlord's wrinen consent (v) I.=ofBusinm Income Insurance.including Esta Expense and Contingent Busies income erage.The insurance li®s fon chis insunme sh.11 ha basil upon•minimum of I1 monNs business income with s d0-0sy mendedpaid of indemnity endorsement. (vi) Boiler ad Machinery insurance,including mechanical breakdown,covering rooftop RVAC omits and any separate beating units or boilers which serve only be Leased ptemkes.Such covmge shall be ftsr tie fall replacement value of Ne units without doducdon for depreciation. (vii) If in Landlord's reawnablejudgroent there is s need for additional or different types of insurance. Tcnam[shall obtain upon Landlords request the insurance car Tenant's sole expense. -- (viii) Automobile liability coverage,including owned,non-oweed son hired suromubiles,maim hmtw of - nm leo ohm$1,000,000 combined single limit for bodily injury and property damage. (ix) If Tanant sells o,senvoi alcoholic beverages.Temnt shall obtain and minrson,se W nines dmiog rise Terra Liquor Liebiltry Insmancc wilt policy limits of not lessthan 51.000.000.00 per —.Doming Landlord and such additional panic as lured in(c)below as Additional Insureds.If Tenses fails to obtain or to eontic.his—W,Tenser shall immediately disemtinu..Moll;and serving alcoholic beverages from the Leased Premises 12 Spirits&Spia_Oakbmok Cmter_611_Ltasc 7(21/1031;HB:hs pom9lpn Erngbpa ID.A19SFE62-ADD1aA3l- CFBC57191D13e (x) If Tenant peribrmv professional service on the Lased Premises Tenant shill obtain and nimmism,at ail times during the Terra Pmtesionsl Liability insurance appropriate m'be seance provider.profa.ioq wimpoliry limits of not leas than 51,000,000 per accwaoce a Ian.Thu tnsur.nce.bat not c.,hde coverage for bodily injury. (c) All policies of,—(including polines fT—t',cootrseos and subcomssacas)shall.--in a W'evar of Sub.W-T d.—t to 6vorof all Additional I—&IfTemnt is permitted m self-insert fa my oftbe insurance.—.a.required to be provided Tenant hereby waives ag.itistLandlord,in parents,pashas, joint wimisers,subsidiaries and aMhi ms,against the popmy manage.and against the Additional Imureda if not listed below,all claim,including my and all rights ofsubrogation which may exist for all los.and damages no matter how caused,which were a could have been insumd for under my policy of insurance mquired to be chained by Tenant,This waiver ofliability and waiver of suiaopnoo mpaasly imluda my rose of los duc m dee role or concunirt negligeves of any Addeional Iswed.If Tenant shall,fa my reaso4 r 7 m obain from is innsaece c=cr(s)the required Wever of Subrogation Endmsemem,ate Tenam mall fully and completely defend and indemnify the Laedbrd and.11 Additional Insureds from my claims and demands,ixluding lawsuits,brought against Landlord md)or the Additional Insureds by my romance company which insured Tenant for s paid los and which seeks to rmover amounts paid under Tent's policy. (d) Tenant mall,upon request of Landlord,provide a Certificate oflnsurmce to landlord evidencing all of the required coverages and Endorsements.The Certificate of lmteeoce must remain current(or he replaced with a canes[Certificate)w all timm during the paid dTenmt'.tmaticy.All policies of immance most be written by imumce camas licensed to do business in the sans to wLic s the Sbopping Center is I..led add have an A.M. Bet's rating of not less than AND.All Tmmt's liability policies shall be endorsed to be primary and aw- couuibutery to policies of the Landlord and the Additional Insureds,and mall aoemin ether s acs-liability mdonemem or se{suanon of inipremia the provision which prethe limits of liability under Tetrad'.policies to apply arat sepely m tech Additional Inmred.Temust shall promptly give the certificate holder writtem notice to denser of my cancellation,lapse,mductioo in amount of coverage or my other adverse change to the policy a immer. (c) The Additional Insureds who"I be owned no Tmaa's policies shill include do Landlord,Brookfield Property RErr Inc.,Brookfield Properties Ransil Inc..BPR REIT Services I.I.C.and mei aha entities provided by Shopping Center Management,my owner oroccupmt in or adjoining the Shopping Cama(including anchors),any pint venturer or partner offancilmd,and my mortgagee or beneficiary of my pert of the Sbopping Cente, ARTICLE 20-Inderrmlfiewan Excluding dee willful misconduct of the indemnitee.Tenant mel indemnify,defend and see bmnlea Landlord,its parents,partners,subsidiaries,affilista and my anchor,owner or operator which is or may be in the Shopping Center,their agents,offices and employees Gam and against liability,claims,dcoands,atpetam.fees,frees, pmaltie,suits,pro oedmpt actimss,and eases ofmtim wisiog tett of or connected with Tenant's use,ocwpmry, management orcoetml of the Leased Premises or Tenam's operations or activities in the Sbopping Cmtet(whaher orore occurring or resulting a damage a injury within the Leased Premise or the Jam Use Area).This obligdm to indemnify shatI include resovable legal and invesrigatice cera and all aha ressombk ansa,expense and liabilities from the ist notice that my claim or demand is or may be made.To mes obligation shall become effective beginning on the date Teomt is delivered the Loved Premises.Tenant's idemaifrsatiom obligation:ball survive the expiation ofthc Term or the earlier termination of this Lsse. A1077Ca a 21-Assignment,Sbletting and Owneshlm (a) Tenant acknowledges that is agreement to operwe is the Lcaed Premises fa the use permitted in the Reference provisions for the Tam was a primary inducement and precondition m Landlurft agreement to Ince the Loud Premises in Ter iet.Additionally,the parties alarm the the successful commercial profitability dthc Shopping Cram u based on the appropriate tent of marl and Dmreail utility and that landlord bas land the Lcmcd Premiss m Tecate because,in Lmdlordt opmos,Tcmaa's prtamse ad wismeicial andvity during she Twin will significantly comribum to the profitability,viability and success ofthe Stopping Cense.Accordingly, Tempt shall not transfer,assign,sublet cora into limine or cor msion agreements,change awnctship Or hypothecate this Lase or Tenanfsinterest m and w the Leased Premiss in whole or in t a parotherwise permit occupancy ofall m any pas d the leaw.d Premises by anyone with.through or under iL Any of then acts shall be considered.-namsrer'for the purposes of ARTICLE 2l.Any attempt aI a donate shall be adl and void Incl confer corightsupon a 3rdperson.These pmhibitims shall be mnsrued W rda m events causing by opmaam daw, legal process,receivership,bmbuptcy a otherwise.Notwithstanding my permitted Wanda.the Lased Premia mall be used and operated as a single wart. Notwithmadmg the fotcgoim&and without conferring my rights upon Temol,Tenant shall submit the mquost for a trmsfer,to tenting with sufficient time and information fa Landlord to mala m informed decision regarding the qualifiwtioea are Pie _d mmef Io soy evens taodfo,d easy upee receipt a---I,w ro merafe,unwed of consmnng to or denying the proposed transfer,laa tQaTamm'.obligarms under the I—and nasi. pu session of the Loved Premises.Tenant may.within 15 days of receipt of the nmice d termination,withdraw its request for the transfer by written notice to Landlord,and cortinun in possession underthe terms ofthe Ince. ImdlmdY right m terrniowe the Laos became of that request s1Wt iia that event be mopemble.IfLandlord mercua its temdnstion right Tenant mall mm,crdcr possession of the Lensed Premiss on the termirmim dwe 13 Spirits&Spice Oakbrook Centa_6:1_U- 7/21,2021;Wh. DocuSV Em liva a).AINFE62 D01JF31826C.FRC571910724 Specified In Landlord's nonce,which&ball Dot be Iwo than 90 nor mars mm 180 days ofreaipt of the notice of teruination in mcordstea with the provisions ofthis lase. (b) Landlord's consent to s minsfer shall not constitute a waiver of Landlord's right not to consent to s subsequent transfer.The receipt efficient!a additional metal fiom my party other than Tenant shall not be deemed m be a comet m a transfer,nor shall that mceip[mlieve Tenant of its obligation to pay rental a addin..I metal for the Term Tenant shall nothave s ch ion and waives the rigbt m myclaim against Landlord for damages because of the refusal,withholding or delaying by Landlord of consent.Tenant's onlyremedies shall bean action for specific pecfamana a se injwdim to mf re a Garment requirement. (c) F ch transfer m which landlordbu mmmnted sban be in writing,in•f adsfaaorym Landlord and executed by the transferor and tressfaee.The trmsfenee shall agree,in wmm&m assume.be bawd by and perform the covenann and conditions of this Luc.Tenor[shall deliver to Lsdtord attainment within 30 days after the end of each calendaryea,and within 30 days after the expiration a earlier terminmen of the Terre specifying each transfer in effect during the pend—,.it by the.tamment,es well as:(a)the date of it.transfer document's exeaIIion and delivery;(b)the sgmre faoage of rhe rentable ties demised and the term;and(c)a computation in reasonable detail showing the mann ,if my,paid and payable by Tcnmt in Landlord for the transfer pursuant to this subsection Tenant shall nes be released(ions liability a relieved of its obligations,unless Landlord eaprcssly agrees otherwise in wxitiug.If the Minimum Annual Rental,Percentage Rental,additional rental a other payment to be paid to Tenant Gam a transfer exceeds the mmtal and additional mmol Tempt is required m pry Landlord order this Lease,then Tenant shall pay to landlord the intim so m et of the excess,without prior demand,which shall be deemed additional meal. (d) If Temsm(a a pa seter oftne,teaac)u a nonpmrw corpsambe anw me comtmt Of me corporauue changes.Tenant shall notify landlord.If me coneol chmgm(.hell-or na Teem has nmCid Landlord), Landlord may declare the change to be a dechml,effective 60 days from the time of the ounce from Teamt,a the dale on which Landlord first has knowledge oftbe change,whichever oceans first Thepmriaioneolthepeading semen shall not be applicable if ewrml ofthe capormon changes as the result of a public fk iag which mama a a major mcmny exchange.If Tenant(or a guarantor of the(.ease)is s paimership or artily other than s corporation(including but net limited to,a sole propriemobip)and ifthe control chmgcs(if Temnt a a partnership,a change shall include,but nes be limited to,the withdrawal of aparm-a penmen Goan the partnership a the dissolution of the partnership),Tenant shall notify Landlord Ifthe control changes(whether ornes Tenant has notified Landlord).Landlord may declare the change a detkuh.effmnve 60 days Gam the date of the notice from Tenant,.,,be date on which landlord first has knowledge of the change,whichever occurs first.The receipt by Landlord of rental from a party other than Tenant shall nes be deemed notice of change in control or ownership of Twat. (c) Tenant agrees m pay Landlord M phis oar moomk installment of Minimum Anand RavW to m usbune Landlord for imurneys'fns and administrative expense for the review,processing arprepwtioo of my document in connection with a transfer,wheme,a not Landlord's consent to the transfer is required a obruned (f) If landlord is as permitted to wind=this Lease because of m,provisions of Title 11 of the United Stun Code relating m Bmtrupney,m amended("Bankmptcy Cod,"),Temt Atreus,...debtor u possession a any.atm forTemmt,within 15 days after Landlord's request to the Himlouptcy Court,to aanaa a mjea this I—Tempt,on behalf.(il elf and my m si m,agrees nes m seek or request an extwiote or adjournment of[he application in assure a reject this Lease.In no event am:r the assumption of this Leese shall an existing default remain uncured for a pend arae tlm the arlier of 10 days a the nue pemid speei6d in this Lease.If a filing of a petition oder the Bankngxcy Cale occurs.Landlord shall not have an obligation in provide Tenant with services or utilities unless Tenor[bas paid and is tamrent to ab payments of ental and additional—W. (g) IfTenmt reserves Lendlad's consent to a tram(-under ARTICLE 21(a),and ifLmdlad does no[ u minve the Losse under ARTICLE 21(d),the Minimum Annual Renal payable to Landlord shall not be lessthan the highest annual combined Minimum Actual Renal ad Percentage Renal payable by Toaster diving my previous year. All of the ocheobliganoms,covenants and—ditiomshall remain unamended. ARTICLE 22-At—m Leased Precras Tenser agrees mat landlord.it arms,employeesservars be my Penson Authaud by Landlord,may ante the [eased Premises in:(a)inspect its comdition;(b)make repairs,sdi ine s a improve.cots.many pan of me Shopping Center,including the fraud Premim;(c)exhibit the Leased Premises in pmspeaivc purchasers of the Shopping Center;(d)place nonan during the len 60 days of the Term in the Leased Premises al such plans es array tdetermmd by Landlord;(e)perform construction on or near the Leased Prmdsm;and(0 pat notices of non- ponsibility. ARTICLE 23-Default by Teant (a) The following shall be a default by Tmarn 14 Spino&Spree Uakbmok Center 441-Lease 7212021;liB:hs OowSV Ernaloo 10.AlpeFE67+1001AA31432EC-FBC571gion4 (I) The failmc lopay when due an intallmam of ental,or my othc payment required to be made in whole a in psm,if the fail=shall enntiaue for moa than 10 days after written notice that save is put due,provided that any such ante given by landlord shag be in it,.of,and ant in addition to.any Doha required by state law,and/. (ii) The abandonment Or,vacation of the Leased Premises or any part of is ardor (Ili) The failure in obtains orpertam any otherproviuo ofthis Lease,if the failure enntinues for 10 drys after written cotta in Ti mnC ifthe defult cant reasonably be cured within 10 drys Tanant shall not be to default ifTrmant begins m cure he default within 10 days and diligently arm the defwlt;and/or (iv) Themaking by Tenant ora general—grolntrrthe benefit ofcrdimrs;the fills&by a,s&.at Tenant of apetition to have Tenant adjudged s banirupC a of a petition for aorgmimdoo a amngamrmt order any law relating no bntJoupory(unless a petition filed against Twort is dismissed within 60 days); the appointment of a vwr c m receiver cotakepoesession of substantially all of Tenant's was looted u the Lased Premiss or ofTenwt's internal in this Lease ifpmassion is not rcamad to Tenant within 30 days;or the attachment,aeeutio or other judicial seiaue of substantially all of Tenant's asses lamed a it,L_d Premises,a oi,To e,interact in ibis Lose,irdw sei. is sur dischwgad within 30 dqs; and/or (v) The failure moa than twin within a 12 month period in make any payment of rectal,provided Landlord bas given Tam the required written notices in each cue.The 3rd failure shell be a non-curable ddsah. (b) In addition to any other rasdia available no Landlord at law a in equity for defsull.Landlord+hall have the immediate option in icrminate this Lace and the rights ofTer mt by written mice to Tatem.if Landlord elects to terminate,Landlord shall have the right to recover firm Tam as damages (i) The worth or the time oftbe award of any unpaid rental which has been ea.W at the rime of I—rntia;and (it) The worth u the time of tha award ofthe amount by which the unpaid rental which would ban been omad d-twrdnation until be time of award..oils the tam 1 of cental loss Taoant prove could have berm aaswably avoided;and (iii) The wool,9 the time olaward ofthe amount by which the unpaid rental for the balance of the Term after the time of award exacts the amount of rental loss Tenant proves could be reasonably avoided; and (iv) Any other amount—I q m mmpwsas Iandlmd for the datura ,proximaccly caused by Tenants future in perform its obligations(including the cont and atpeoaea of recovering the Leased Prtmis.and—able etmmeys•lees)or which would be likely to rash from Teasers fail—;and (v) At Landlord's elector,other amountspamitted by applicebic law. (c) The word"rental"shall meso the Minimum Annual Rental and all caber sums required in be paid by Twort underthis Lax.The word'award'tame ajudgmen[rowed a rtmderedin lava of lar hard in a procnding ca action cesever damage fiem Teosoe T1s phrase'ot the tioti of doe awed"mesas the dare of entry o!such s judgment.All soma,other than Minimum Annual Rental,shall be computed bated on the average monthly amount accruing during the 24 moth period preceding the default.However,if it becomes rcassary to compue the rental before the 24 month period has occurred,the rental shall be computed co the basis ofthe avenge monthly arecunt accruing during that shorter period As used in paagrapW(i)and(it)ebove,the"worth as da,time of the award"is computed by allowing m[mur in the Interest Ras.As used in psrapapb(m)above,the-worth as the rime of me sward"is computed by dixountmg that amount at the distant rate of the Federal Reserve Bank of Chicago,u the time of award,plus I%Lo ceder to decamine the amounts payable under ARTICLE 23,Percentage Ransil shall be included as additional cental and determined based o the avenge annual Nct Sala t the 36 moths(or,if Tenant las bean operating in the lased Premises leu than 36 mons,on,the avenge Nes Sala for the 12 month period) preceding the nerminatim of Tempts right in pttxssio,of the Laud lincem s. (d) Imdlad shall also have the right if Team[defaults under this Lase to rcrmmase Tam's right to possession ofthe Laid Premium(without terminating this Lase)and awry the Leased Premises tad remove all promos and property from the Lamed Premiss.The property may be attend at Tenants cost Landlord shall not be liable to Tenant for lou or damage assdting from an any by Landlord.Tenant shell pay as eddltional—ant,upon demand.expenses escorted Or paid by Landlord because of Landlord's any.1f2 Or more a any combination of individuals,corporations.partnerships Or odor bnioeasauocistios f'Ind-duals")sign this Lame in Tenant or guannme this Lease as Guarantors,the liability ofeach individual group ro pay rental and perform the obliganom undo this tax shall be joint and several.The failure a refuasl by Landlord m proesad again.ali dr(ter any combination ofthe)Individuals comprising Tenant a again t Tenant or against Ica name ofthe Gtwanaxs shall m be--I.—a wow of rich.which I android cosy p—agai..the mhan, or shall the&ranting by Landlord of s release of or"Mudon of a wveran[cam b sue any 1 Or moa of the(a any combination of the) Individuals comprising the Tenant in the Guasntas be a release Or waives in whole a in pan of rights which Landlord may posses,against the others,If either party institso legal sultan.60.fa arnicalat of as obligation,Landlord tory determine the venue.Landlord shall or be in default oless and=61 Landlord shall have failed to perform its obligations under this Lance for 30 days(a within such additional time as is reasonably required)after written votive to Landlord propdy specifying Landlord's failure In perfmm the obligations. 35 Spirit,&Spice Gakbmok Cater_441 Lease 712112021;HB As Dutv5lpn EwanptiD.hteafEU2 O-A31-02BCfBC57101D724 LDdlafd shall ml be i0 default until and unless a cant ofcamparm jtuiadiaion hu dowmiecd that Landlord is in deWR To the chem permitted by applicable Lw,Tmmt waives ounce of reevy(a thstinmon of legal pmoeedinga),including the right in,mcrive notice piesam to my stat=e or judicial decision of law. "urvirbwmding anythingg m to the nbry contained in ARTICLE 23.my written notice,otha then m spccifiullY aes form in this ARTICLE 23,required by a at",or law eoaeted now or lata is waived by Terser.to the stat permitted under that asatae or law. (c) If all or envy part of the Leased Premise are coated or abandoned by Tmaer,or if Landlord elects to ranter or it,possession of the Leased premium pusum to legal proceedings or notice,and iI'L rdlord doe not ekes 1.—u,anis Lire,than landlord may from time to dune,without terminating this Lew,cad-recover rmta as it becomes due or rola the[eased Prmvsu or any part ofit for soy lenglb of time,rmral and conditions that Landlord in its wle disaaion deem advisable.Ladlord shall have the right to make alterations and repairs to the Leased Ptemim.IfTenmt has left all or my of its bade fismms,furniture.furnishings,signs,slonk a other persoal property in be Lewd Premises,that shall nes preclude a desemmadon that is va®don or ahand--,has eceuned (p If Landlord elects to inlet,nenta received by Landlord Goan rejecting shall be applied:I st,to,the payment of md&A d—other man rmol due Landlord from Tenant;2nd,in the payment ofthe cost ofmkming;3N,to the payment of the cost of altrradas and retrain to the Leasd Premises; ineurrad by the Landlord; 4th,to the payment of rental due and=paid;and the remainder,treaty,shall ba applied to rhe payment of f=ne rental that may become due.if the rata received Gum relating during my month which is applied to the paymm[ ormeta is les Idem he«col pay—,dining then month by Teoaby Tenser shall pay the deficiency to Landlord. The deficiency shall be calculated and paid monthly.Tenser shall also pay Landlord,as seem as ssceramed,the coats and espeoso incurred by Lmdlord n rola or make almndums and repairs not covered by the meta mmved ftom the relating ofthe Lined Premises. _ (S) A reentry or%long possession of the lased Premises by Landlord shall not be construed to be an election m terminate this Leve,nor shall it eau=a forfeiture ofmotal mmaiuisg to be paid dung the bakoce of the Taut unless a written omits,order mention Is given to Tenant or the termination is dearsed by a court of compermt jurisdiction.Notwithstanding a mlening without termination by Imdlmd because of dcf&Wt by Tanen.Landlord may a any time sGerteietting elect to terminate,this Leese for my default. (b) Tensed espmssly waive,my right or data,=it may have to claim a merges,and neither the commencement of m action or proceeding nor the seWarcer,of or entering ofjdgtmmt for my scone or proceeding shall bar Landlord from bringing subsequent acdoa or proceedings,bad upon aha a subsmquemly emuing claims,or based upon claim,.even which tam previously accrued and not been resolved in my pion eetion,proceeding a settlement The perch waive trial by jury m my action,Proceeding or counterclaim brorgbt by either ofthe patch against the other,ngardleas of whether such seiner proceding orcounterclaim is related to a d fsdr ceder this Lase. ARTICLE 24-Surrender of Leased Premises Tenser shall,upon expiration of the Term,or the earlier termination of this Inco,surrender to Landlord,without damage,injury,disturbance or paymer;the Lined Premiere including,without limitation,all apparatus, equipment,ahatias,impovemeau and additions by atber patty an,in,upon or about the Lased Premises,If Tenant shah be to default,Team aball not hive the right n eemorc trade fisrues,slam and aha personal property. They sMB retain orbecome,as the rose maybe,the property oflsndlord.Tenant,a iter sole espenae,shall imm diatay repair damage to the Lemed Premiss caused by Tense[vacating the Lased Premise or by Te ors mmowl of code fissures,sign and otherpawnal pmperry.Tense[shall comply with all laws and govemmeotal regulations applicable in the removal and repair d the property.Truant shall nes sale a diaur6ma orhalm problem f custom—,agents,invitees or otherponies to the Shopping Cater u result of the removal"repair. Any property not removed maybe deem od by Imdlord to be abandoned bytesot and may be twined by Landlord or my be temovd and stall for Tmme.at Teman[k sole cost Tenet shall surneder the leased Ptemism to Landlord Gee of Hazardous;Material and free of my violation of a"environmental rule or regulaiw. Upon surrender of the Lead Premises,Tenant shall provide Landlord with a reps[by expeta acceptable to Landlord.bowing dm Leered Premiss heti of Heardws Material Tenant's mbhgadoe m ebaass ad pofurm the provisionsof this ARTICLE 24 shall survive the apimbw of the Tam or emiia termination of this L.aw. ARTICLE 23-Test's Conduct of Eoslnes (a) Tmam cove ants m continuously and uninterruptedly operate within the mom Lased Preto=the _ business it is pmmkW to operate unda Reference Provision 1.03,aecp[my portioei of the Lased Promises while rad parconumnmrabls bacmw offs.,«other ruwlty or erleaur. of the Dhes"ing Canter under a "shelter in plane" order issued by any governIDental body.Tenant sass to conduct its blsinen at all limes in a fint-clus ramer conumt with reputable business srandards and practices,sod to maintain within the Leased Premise s nock er merchandise, _ and trade fixtures adequate to service and supply the usual demands of in customers.Tenser,shall keep the Leased Premises in a neat.safe,dem and orderly conthtion.Tamm aim agora to conduct Tremors business=der the Trade Name set forth in the Reference Provisioa,which Tenant repmaenn that it but a right to ere.Tenant further ,guns to kap open the Leased Pi®isa and operate is bermes at the boon and re the days and evenings dthe 16 Spi s&Spia_Oskbrook Center_441 Losse 7!21/1021;Hit bs D Sign Emakpe i0.AIWEU1 31�iZ26CGBC57191D]]4 week determined floor not to tlmc by L aidlord in Landlords sole and absolve discretion.A vawnon or abandonment of other premises by any other—an occupant or anchorin the Shopping Cerner shall ort release Tenant from its obligations under this Lease,notwithstanding anything to the contrary coccused in this(fast. Ifieoaot shall request Landlord'sapproval to,open the Leased Premises for business for pmod,otherthae as set forth above and Landlord shall approve such request(which approval shall be in Landlord's isle and absolute discretion),Tanam shall pay for any additional cuss incurred by Landlord in connection with such ex¢eded hours, including but not limited to the cost of security,heating ventilating and air-oo iditioning the Land Premises and rhe Joint Use Areae required in order in a.ees the Leased Premises,and arty ertre maimsecanae.nd/o,rer—m the Joint Use Arms required a a result of such amnded operating period.Additionally,Tenant shall be responsible for any such eav iordinvy additional maintenance,security or other costs which we incurred by Landlord as a result of Tenant's use of the Land Premises during normal operating hours. (b) The parties ag—that becauac oftb.diM.Lacy a imposability of determining landlord's damages,if Teener tails to keep open me leased Promises and operate its business during the hours and on the days and evenings of the week determined by Landlord,in addition to and not in lieu of Laallor&other rights and remedies, Tanen shall pay Landlord liquidated damages of$150 per horn ce fusion of the hour,as the ase may be,thin Tenant fails in keep open and operate the Lased Premum and opimda its business.Landlord and Tenant agree that this amount represents a n asonabic estimate of the damages the Landlord would suffer. ARTICLE des and Regulations Tenant shall require its employees,agents and cootrauors in comply with the rules and regulations lade by Landlord from time to rime regarding the operation oftbe Shopping Cerner or the Lased Pre®ses including but not limited to.the following: (a) Tentut shall not put on the glass and supports ofthc windows(nor within 24 inches of any window),doors or exterior rolls of the Leased Premises any signs,advertising placard,mores,insignias,tradcvsarks or descriptive materul.To the extent provided in Tenant's Final Plans as approved by Landlord, Tenant shall have the right to place its casks used for tastings near the interior of the windows of the Leased Premises to be located either on shelves or suspended on cables with the backs of said casks having language relating to whiskey as well as Tenant's trademark. No signs or other items shall be placed within the Laud Premise if they materially obstruct a view of the Lased Pr®aea.Team&hall nos place vents,sumborec, improvements or obstructions on the acerin,of the Lased premises without Landlord's wris m consent-Landlord shall have the right,without giving Doti.to Tean1 and without liability,to rtsrore the Leased Premise&and remove property from the Lased premises unless the sin,type,colm,lowtion,copy,name and display qualities of the property were approved by Landlords writiag.The cost of the matoromoc and removal of property shall be paid for by Temct promptly upon receipt oft-bill.Tenant shall not place a sign on the roof oftbe Lensed Premises notwithstanding anything in this Lease to the country. (b) No awning mother projection shall be attached to the outside walls ofthe Lased Primates m the Shopping Ceeler without the written consent of Landlord. (c) Lading and unlading of goads shall be done only w the times,in the area and through the entrances designated by Laodlmd (d) Garbage shall be kept in the kind of cootataaapprowd by Lssr lordY Rre and minty,consultants and ,ball be removed and deposited daily to mass dupoW cootainen in the manner prescribed from time to time by Landlord Landlord shall provide or designate a service for collection of garbage from designated mass disposal contsines. (c) Except solely for Tenant's own internal operations on within the Leap Premises,m radio or ml-i— aerau or other reoeivai,and/or equipment,infrared traounilserahaeives,cablig,selerommuniwnow systems (including but not limited m swimhing relay,hub orboostmsystems)shall be counted or placed within the Lased Prc®sd or on the mof w wells(iatarioror arterior)of the Lased Premises or the Shopping Cenatr without the _ written coosen,of Landlord,which may be wuhhld in landlord's sok discretion.IfLandics&,coact-,is not mccive4 anything erased or placed.the of or ehewhre within the Shopping Center may be mccoved,without notice,and any damage m the wall&ormrooforelsewhre withmps Shopping Cancer shell be the responsibility of Tempt-Tenants ardss 10 the roof u li®1cd m the raivmnana of equipment imWkd with Lodlwd9 approval and inspections fes da age.Tetuan[shall not go m the roof without the wnmen approval of Landlord - - (f) No loudspeakers,selevi,iona,pb000grapbs,radios,flaehig lights,machinery or other devices shell be herd or sego outside ofthe Lased Premises without the prim written consent of Landlord Subject to Landlord's approval of Tsrant'a pisro and apeuficatious,Tenant may land?out,or in=vidon mooitOre is the Ltased Premises that we visible from the Joint Use Atm provided the sole purpose of such vidco mamtors is the promotion ofinerchandin oftred for sale in the Land Premises and not for general advertising purposes.Sound from the vid.monitors may not—se into the Joint Use Arm and com ret displayed may our be rmreasoeably offensive to patrons or of the Shopping Cm.Landlord will have the right m nam revoke its approval and require Tent remove such video monitors on 2 days'prim notice if sound or cord cot contraries from Tenant's video monitors is ofaestva in Landlord'vele discretion. 17 Spirits&Spioe_Oakbeouk Cenm_441 Lwin 71212021:HB:b. Doaflgn Envbpe D A186FE62-ADD"A31-2$C-FBC51181D?24 (g) No auction.Arc,bankruprcy a aelling.out sales shall be conducted without the"men comma of landlord. (h) Tenant shall keep its display windows and sips illuminamd every day of the Tem during the hours designated by Landlord. (i) Area immediately adjoining the Loved Piemias shall be kept clear by Timmy and Teemt shah ant place Dor permit obsrrveiors,garbage,refuse,improvement.merchandise or displays r those mess. 0) Tenser and it employees shall not park now vehicles in parts of dr paridng area which may be designated for rammer perlong.Timm[shell furnish Laodlad the rate automobile licpue mmben assigned m the vehicles of Term's employees within 5 days athz request by Landlord.Taunt shall notify Landlord of changes to the numbers within 5 days after the changes occur.If Tenant or Tcomrs empkryaa continue in park in the csmmer paling meas,after notice is given to Tenser by Landlord,landlord may,in addition to my other remedies Landlord may have,charge Teeaot$25 par day,for each day or partial day,per vehicle parked in the csmmer parking seas,such violation sticker or oaica an the vcbic)a and have the vehicles removed u Tcomrs expense. (k) Tenant shall use the pest extermination contractor that landlord may choose,and when Landlord requires Tenant to do m.Tesm shall tot keep orpermit any animals it the Lased Premises,anless expressly allowed by in this Leve,or hales sed by disabled parsons. (1) IfLmdlord msblh a cruel music system in the Shopping Cemi and Tensor da'va m pucbaae another mask system Tenant may,in Ladlad'i thine,Purchase the syamm from landlord(provided Landlord',e,args t competitive with any similar service available to Teem). (m) Team shall rue emry on any rade or ocwpacs or operate any inwmenc apparanss en equipment which eat m odor or ass a noise outside the Leased Premise a which in offensive. (n) Tenant shell out pet temporary sips or fixtures(including portable trade fixtures,displays and folding bbks)for the display of merchandise within 3 feet ofeitha side of my cotrnce to the Laesed Premiss. Mmehaodise displays shall not extend beyond the fmmage line of the Leased Premises. (o) Taman shall atom and stock in the Lased Premiss only goods,wares.merchandise and other property necessary,far the coothmt of T..rs business (p) Tenant shell not use or passe the Leased Premiss to be used for living,sleeping,residential or lodging purposes. (q) Tenant shall nes use rhe plumbing for a purpose other than that fa which it is constructed.No pest a furdgn substance ahe0 be put in the plumbing,and the aliens of my resulting breakage,stoppage or damage (whether m or offthe Leased Premiss)shall be bome by Tmsnt. (r) Tenant shall nes in the Joint Use Areas: (1) vmd peddle or solicit order for sale or di='burion of any merchandise,device,service. periodical,book.pamphlet or other matter, (d) exhibit any siSo,placard,banner,noxa or aha written mateial; (iii) din,rbum my eneuim,bwkle%handbill,placard m oder ase ial; (iv) solicit membership in any mgm-tion,group or association or contribution: (v) parade,petrol,picket,demonstrate or rnMe is conduct that might interfere with or impede the use of the Joint Use Anes M my customer,i—nee a ploy-was a distubarrce,aster arrwvon or harass,annoy,disparage a be detr®emsl to the interni of any of the other mnmb; (vi) use the Joint Use Asea for any purpose when time of the retail stabllshmeet within the Shopping Center m open for business; (vii) panbandle,beg or soliat!hada;nor (viii) solfatboxit ess. . (a) Tenant shall have the iespssibiliry for pm—firs the laced Premia from theft,robbery and pilferage, and shall keep nese—tomer doors kndtad. _ (r) No symbol,daalpn,acme,mah m iaignia adoprd foe tar sad by Landlord in tba Shopping C—r shall be used by Tenant witbout the pries writs consent of landlord (u) In the event Teeit requires the one of mlecommuniation,high-speed network or dam tnasmission mew from the Leered Promises,Landlord may require Teo.,to contact for such services through Landlord or one of landlord's designated service providers,provided that the win thereof is comparable an that available to 18 Spirib&Spies Oakbrook Cmc M 14ase 71312021;HH:ha DocmSlp,Eraabes ID A1e6FE624=41 a14NC-FSC57191D72a Ter mt from aootherprorider,given a comparable level and quality of M.and equipment.Landlord's liability relative[a such smvi—shall bathe.—as Ont for provision of utilities asset lath In Article 16(9). Landlord shall have all.Duties provided in this Leu,for the broach of my of the provisions a ARTICLE 26. Temot agrees to pay Landlord,upon demand,in addition wand not in lieu of Iaodlord4 other.roadies,S70 per violation of arty of the hila md.gukatims.Landlordshall have the right m gwt varimm ofthc mla and regularioos,and shall mfome the rules and regulation t its sole discreeno. ARTICLE 27-Eminent Domain (a) If the corm.bead Premises is appropriated or taken under eminent domain by my public ar quasi-public m[tmriry,this Lace shell ftrmmue oto We dam M iter taldn9.Landlord and Tmml Wall be.tested Gam ltabiiby accruing aha that date.If mom th=25%ofthe sq[ footW mf fim ares(iwluding a meaminq if any)ofthe 4ucd Premises n mkm mda eminmt domain by any public m gtusi-public aubority,w ifbecaue of the appropriation or taking,reganiless of the smuat tateo,the reme oda of the leased Premises ism usable for the purpura spmifted an Reference Pmvriam 1.03.either Landlord or Tamm shall have the right an ter®nata this Lease as cfe w due Tenant is required to vacate a pev moo of the Laesed Premises which has hen taMt,by giving notice to the other in writing within 60 days after the daft of the Wal g.Landlord and T=m[Wall be released limen liability,amruing after aha,date. (b) Whether a not this Leese is terminated,landlord shall be mnded to the=fire award Or compensation and my"an of my mmpematioa awarded for the dlminmam In vawc ofmc meachold mterear m for.tbe Leaved Premises,but T=ant's right in.eeive compcosmon or damages for Tenants fimues and tangible personal property shall nine be afrmted.If this Leese is terminated.rental.additional rental said other charges for the last month of T=am's occupancy Waft be prorated,and Lmdlmrd shall=fund m Tcmmm rental,additional total or other cberget paid int advance. (c) If Landlord and Tement elect not an terminate this Lase,Tmmt shall remain in the portion of the Leased Premises which bac rot berm appropriated m taken.Lmdlmd agma,u I sndlord's cost and exprasc.to retort the reassuming portion ofthe Leased P.®sot m the quality and charoetrdw existed Prim m the approprisfim or along as soon as reasonably possible.The h(mimum Annual Rectal sha0 be stunned,on m equitable basis,taking lam scum m the relative value of the portion takm compared to the portion remaining,A voluasry sale or convrymce in lieu of condemnation,but under threat of condemnation,shall been appropriation mtddng under eminent domain.Tenant shall nor be,a claim against L—Urrd beaux of a along. ARTfn.R 25-AUMM'EM If.duringthc Tam Or afterwards,either parry institutes an action,proceeding or counterclaim Wast the other roloal;to this Lease,or a defmlt,the immccessful parry shall.imbmse the successful party for the total ammmt of coon costs,expexam and reasonable attorneys'kill sol ally incurred,the parties waiving my resume,rule of law or public policy to the contrary.The p=ies epee to confirm this agreement m writing u the rain of the action. prooeedmg m counterclaim.The giving of a notice of default by Landlord shall ce-tra to Wt of.action or proceeding under this Leese,loading Landlord m.imburt d'ac timeas reasonable expenses of mmneyi fm and disbursements,even Won action or proceeding is not commenced in a court of law and wbetber M not the default is clued.This ARTICLE 28 shall survive the capitation m termination of this Leas. ARTICLE 29-Sete of Leased lessons,by Landlord lo it.avant of the We m excheage of the Leered Ame:sa or ns Shopping Corer and the utiVa—mf this Lease- Landlord shall be relieved of all liability for the covetous and oblipfiom in Or derived fiam this I—,as msing oro of my act,mama.a omiuioo relating m the Leased Premises or this I—.The covemnu,repmentations and obligations of Landlord shall be binding m m lmdloonly during the period that landlord bas an ownership ioftmt in the Shopping Center. ARTICLE 30-Nati.s _Non=and denim&shall be Swan in writing and sent by certified resit a by natiwelly reoogaiud ovemigbt Darier service,add—.d to Landlord and m Tem,at the ddm—spe ideal un ft Iter ee Provision Or as he addresses which were last specified by notice by landlord or Teoami Notica or demands shall be deemed m have beta gives,made Or c®unnoted oro the Lem day after Use due they were,depomaid m the United Sma=ilw. fledmta,wnhpmtage Nllyp"aidmon the 2nd day after Use date deposited with the nationally mogruud overnight courser service. 19 Spirits&Spice,Oakbrook Center MI Lease 7numi:HR:ha OmSign Ernwbee K)A196FE62J 014A31-828GFB05718/0724 ARTICLE 31-Remedies An rights and remedies of Landlord and Tenant under this Kase of u law use comWazive,and the eserciss of ones or more rights a amethes shall ort accede or waive the right m the exercise of any others.All rights and remedies may be esemised and af.—d cona¢atly,whemva and as oft.is desirable. ARnCL E 32 S Ma IIIc Ind Aa61Fo. All covauns.ptmmw,conditions,representstims and ag orecots shall be bustling upon.eptly and more to - Landlord and Tenant and their beits.esxeors,administrators.su«aems and assigns.The provisions ofARTICLE 21 btaof shall not be aGncted by this ARTICLE 33. ARTICLE 33-Re sruentatinns Teoaot agree the Landlord,its amployea and igen¢have made on repracounons,inducements orprome-a about the Lased Premiss,the Shopping Carer or this Lease,m show the characteristics or conditions regarding or prnuming to the Lessed Premiw or the Shopping Cater,unless the representations,inducem its and promises err in this Lesse.Tenant bas independently investigated the potential for the success dib operations in the Shopping Crnta.7'hncfur,se maim er babliry,m wee f mnmioation,shill h arcrt[d by Tenant ag.in.[Iaodlord,its employees and gens,for,and they shall not be liable because of the breach of any Mpresenaiom,inducements or promuses not expressly in this Lease. Any claim,demand,right or defense by Temout which is based upon or arum in comsuon with this Lease r 0. negmtatim ofthis Lore prim to its eteamon shall be brad unless Tenant commences an action m Interposes is legal proceeding or defense within I year after the date tithe mention,omission or occurrence of the event,or the action in which the claim,demand.right or defame MI.-. ARTICLE 34-Want, er The failure by Landlord or Tenant m insist upon stria performance by the other day tithe revamts,conditions, promises,rides and regulations and agreements in this Lease,m en mrcise a right,shall not be a waiver of any rights m rmcdia and.ball nm be awaiva ofa subsequatbeaaeh ordefault.A rwrender of the Lased Pmmisea shag ont occur by IandkddY ucepmce draw m by other moos moan tandlard escapes the ar¢rendcr in writing.A payment by Tenant r rocerytby I-mdlord of a amount leu tiro the monthly tesla.hall mC nm slril d,a edwsemen,ae.mant absrir,lent aemmpanying•chadr m paymmt of anal.be an we,d and ssdsf,mon. Landlord may accept a check or payment wilhom prejudice to is right to mommar the balance of Moral due and pursue my other remedy.A waivm by landlord for me tenant shall not consuMe a waiver for another Mitsui. ARTICLE 35-RehWe Over IfTcram remains in possas.ioo of the Leased Premieres after the acpirsu¢o of the Tam without a new lase(even if Timent has paid and[aodimil has accepted mend),Team shall be deemed to be occupying the Leased Prmisu as a tense[from month m month,ablest m mv blthe enames.coodinons and agreements ofthis Lege.The monthly i-W shall be computed based on 116th ofthe full Minimum Annual Renal and additional ranW due during the Last 12 month period of the Term(witbmr benefit of any right to pay less—.1 rdhawise set forth in the-Leese).If Twat fails to snrten lerthserme:Lewd Premises on the untum of thus Lane,Tensor shag,in additionto other liabilines to Landlord.s de®ify,defend and boll landlord harmless from loss and liability r,.ftg holo thin hilum inchuhng,but nes limited W.claim made by a soccecding tenant The esemise of Iandlyd%rights shall not be rmap, d m allow Team to connnue iu possessim nor shall it be deemed an election m eetend the Term beyond a vmmh-ro-month bass.If landlord,in its sole discretion,de[crmines m permit Tenant no remain in the Lewd premises on s moth-m titonth bail,the mouth-m-mi tenancy shall be terminable on 30 days prim wri¢en notice given by either parry m the other party. ARTICLE 36•IneermeSaRnn Only the mletionship of Lmdlmd and Taal is"toted by this Lea .N.pmverim ofthis Leese m as d edher parry shall be construed to create the relationship of principal and agent,partnership,orjoint vemu ate or enterprise, 0$2Tel E 17-Ad,girtbig,and Prom n cal 6,-1,, As part of Operatog Expenses,Landlord may furnish and maintain professional advertising,marketing and Wa promotimns which-intended to promote the Shopping Center.(Vm benefit Wes therein.Strb advertising and 20 Spirits&Spice_Oakbrmk Cattt Nl Leasc 71212021;AB:hs OoaS91 Errveelpe ID:AIWE62-P N-31E26GFBC571910124 promotion Services may be provided in wboic or in pan by a 3rd parry ptm der or by Landlord or by an affiliate, nsbmdlary m oder rdaned eompary of landlord.The name and extent of such advervsmg and ula prom car, service shall be within Landlord's sole said absolute diserenco.and the portion of Minimum Annual Rental ead/or Opeadng Expenses Paymcm used by Laadlmd far.arch dvatiaing and ala promotion services as sib ford in Article 17 shall com oue the entire obligation ofTenaot to contribute to the cost of such sonar.T4mW*hallpay fandlerdUeieisie4waaenseas epw6ed io1boAefeweao74ewaieoR-feeadvewieieg'and P�e�aRebce}mevrt�.�e+ kanp naes.wiNie J9J/)eaRasdasmd. ARTICLE 38-Ouiet Eaiovment Lacdlmd has the right,power and authority to enter into Ibis Lean.Tenant a any permitted suignse or nubl— ofTenant upon the payment of the amid and pert rot ofTemm,other cavwanb,"I end may peaceably and quietly have,bold and enjoy,the Leased premien during the Term This eovmmt shall be construed u a covenant running with the land.It shall nor be eom rsol as a personal covwent of Landlord. ARTICLE 39-Wdwr of Redemption Tent waives any right of redemptron if Tenant is evicted or dispossessed fee any,ane,or if Landlord obblns pasasion of Ibc lewd Nacisea bceawe of the defauh of Twain or othawise.The tights given to Landlord ere in sodmon b rw".tarn may ere l J—w I.aodrord by.,roam m om,—. ARTICLE f0-Fes Tenant—tar and rcprawb that it hu not had negotiations witb or dealt with a raltor,broker or agent m convection with this Lagrees o e.Tenant agrees pay end hold Landlord harmless from the ons,expense or liability (—Mug the cats of suit and«asomble annmeys'fes)for compensation,commissions or ebarges claimed by a realtor.bmkeror Ment regarding this Lease. AVT7f7.R aI.Tenam's Pf1DtM Except for the willful misconduct of Landlord,its Ment,or employees,Landlord,its agwb and employees shall not be liable,and Tecate war—all claims,for damage m persons,property and Tenant's business sustained by Teoan1 (or amrooe claiming through Tenant)located en the Leased Prmi,es.Property kept or noted on the feared Premiss shall be kept or=red inthe sole risk of Tenant,and Tenant shall indcmn(fy defend and bold Landlord harmless fromany claims arising our of dam se to the ume or damage to Truant,business,including suln svion claims by Temut's insurance tamer. ARTICLE a2-Lease gums Within 10 days of Landlord's written request.Tempt shall without charge execute,acknowledge and deliver to landlord an instrument requited under ibis leu or an instrument prepared by Landlord containing the Rental Commencement Date said Expiration Ate ofdp Lease,and if we,that(a)this lease is a vee copy of the Lesse between the panes.(b)there are w amendmCms(or mrivg the ameodmenrs),(c)the I—is in full force and effect said that to the bear of Temofs knowledge,there ere no offsets,defenses or counterclaims of rental or re the paformaoce of the other co-cent,and conditions to be performed by Tenant.(d)no default ion b=declared by eider parry and than Tweet has on knowledge of any facts m cir$access which it believes would constinsb a default by either perry and(e)any,other mom reasonably requested by landlord.Twant shall remain liable o Landlord for damages sutained by Landlordbecame of the tailme by Tenant to execute,acknowledge and deliver the instrument.The failure of Tenant to aecute,acknowledge and deliver the instrument shall be an aomowledgmemby Tenant that the statements contained in the iostrument arc correct.Anyone transeemag with Landlord shall have the right to rely on the accuracy of the statements contained in the instrument whether it is signal by I—,or deemed acknowledged by Tenant pursuers to this ARTICLE 42. ARTICLE O-Raeo tea Temot shall not-.d h,.Lane,a m®onndum,"short form"m other refcrwce to his Lease,without the wnvcn emsevt of landlord. 21 Spirits&Spice_Oakbrook Cectm_ddl feu M 1!1021,HB:hs fba5lgn Enveb(n io A1Whee2-AOot Mlt�36GfeC5r19tc12e ARTICLE 44-Force Miniature If ehhw party is delayed,hindered or prevented from the performance of an obligation because ofsrclkes,lockouts. labor troubles,the inability to procure mnarials.power failure,remiceve govemmsnml Orders,mandates.Las, regulators,or impositions ofquanotioe relating m event such as epidemics or psnderma that affect the area the Shopping Cerra is in,riots,inumamctoo,we or another restoo titins the Ruh of the parry delayed,but not including financial inability,the petfmmance shall be eaeused for the period of delay.The period for the performance shall also be eaterded for&period equal no the period ofdelay Tempt than not be eacumd Goin the prompt payment of rental,additional renral or other peymmo.It shall be a condition of Tenants rigbtm claim an examine thatTeent notify Landlord,in wrhing,within 10 days after the occurrence ofthe cause.specifying the name ofthe cease and ,be period oftiewe.cess,y for pert u. Notwithstanding the foregoing, in the event Of governmental regulations or restrictions that that prevent or limit operations in the Leased Premises, in full or in part, and such prevention or limitation continues uninterrupted for 30 consecutive calendar days, then Minimum Annual Rental payable under this Lease will be deferred during the time that operations in the Leased Premises are prevented or limited (the "Rent Deferral Period"). During the Rent Deferral Period, Minimum Annual Rental will be payable in proportion to the operations allowed in the Leased Premises ("Deferred Rental"). By way of example, if Tenant is allowed to operate at 258 capacity, then during such time, Tenant shall pay 258 of the Minimum Annual Rental otherwise payable, and 758 of the Minimum Annual Rental otherwise payable will be deferred. The Deferred Rental shall not be due and payable to Landlord until scheduled to be repaid pursuant to this Section. In any event, Tenant shall continue to be obligated to pay the Operating Expenses Payment and Tenant's Property Texas payment during the Deferral Period as required under this Lease. The Deferred Rental shall be paid by Tenant beginning on the first day of the calendar month immediately following the earlier to occur of (a) the expiration of the Deferral Period and (b) 90 days after the first day of the Deferral Period. The Deferred Rental will be payable to Landlord in equal monthly installments over a period equal to the shorter of the following: (1) 12 full calendar months; and (ii) the number of months between the end of the Deferral Period and the Expiration Date. In the event Deferral Period exceeds a period of 90 days, then commencing on the 91K day following the first day of the Deferral Period, Tenant shall immediately revert to paying full Minimum Annual Rental as defined in Reference Provision 1.07 of this Lease as required hereunder. ARTICLE 4$-Construction of La.N Tc h.read and oodersrmds this I.—The J,ofmn.,trvaioo meta document ah W d be coosmwd most sandy against the party which prepared the domuoent shall our be applied,because both parties have partciparcd m the p:.pamtine of this Imse. As nCl,F 40 becnnn L-nout a)Teuaxt Mae dspe> 1—th 6s d4odrhe cox,apru,6wiu.tAe Raferwroe pro+emea,whish shed be bed by lartd7erd;w theut 4a9t44y ter rmerea;aEswawry for cane pedereaneeby Tartans N;eemtb ebligmeea_Tie AepesN sbe14 net be mortgaged.es6tgxe4 tiantfwwd et exmtmberedbyTexvd witheW Laedlmd'b wnaaeeem®t, e.,d eeY aueh ewby Tar,mt abll l,e weubew terse ewd draw sad wM biwdieg Ore la,dierd_1f'Iawre fertermed,s eesexeoB-eNAexKifFlkK liace:thedepebik ertAe pBtpsdmrecH wes;rowetslyepplro#blteil be nrtmsed m 3eamtaftee 9beepieYienef+ImTewrR ifFawwt baeluneede.d pesx5%en-el thee.pxariee.etdte iiy fwr,dlaed may-mmmmg/ctbe deposit wdr4ta-eeirer farwda.3fie rewW weey etbee aumbe.erdtw'fLeediorel ..ltes p.s rutins Tamau:er if Teems failrtaP.,In*^eey Nie ebligatem,Lendlerd^syfw+sieut wQeetmg eery 72 Spurs&Spice_Oekhrook Ccnter_441_I.ease 7!1112027;HB:hs oow5lgn Frnebpe m AIN FEW ADDI AA31A26C-FBC57I9iDnA meetly-isedlerdmey saves apply in.depesdres se swseh act it to en+ xcsery.-tee aanipaww tie sor .ddi�9ed-satirised any leesad—g.—Wix.dby L-41.4-7'eeans.64, P-der and;nHen 1!a daBasit+n ft.ffiro!—&rte-afaba w.Pas5 she aapesa-6,04 e�waawirieasMRbswpplkd fitw teUe dae7>bdlerd feepwsedspnaravdl. fibagofrhepseaeedw®.Lad7eN+rs'd.ka�ledTasxes+tseaeaefasaefF dlerd'eiesanssielleianed �rannfanedi in waceteiemes.-tmdbrdshaBkedisebrgedLeo-Awlwaiabiiib; —d osis peevieleaebd;deepp15 N Ae,gWm a,asaf anti-Taeaes1sesA,Van"tandle.i+iaeaitynusaes.e 1he&pesir-usdtee.eease+be eeeeseuyFiwiter®6eesesaw:d 9e6cfii019te9-044-- - 9-;ad l,eadierd:6d6 pmvssien spell-swvire th.-Vil m-er sennieetienef tiro i—.- (o)-Neltbvr 6mdlerd'b esgM(e posseasiea e(dse Laasedpremiees fel sera-psyl.eos lrtsenle:er fesery'ether rations raw ewyedrer rlghr e(T,andlerd.bhNl be s"ee"d beawuse iaedlerd keids�Aepebit ARTICLE 47-Casnioes Captions ere for coomirnm and reference only.The words mntatoed in the caption;shall not be deemed to mploo,modify,amplify w aid in the interpretation,conso-uerion or meaning d this Lane.Tb.—.f—.1i,,. Dater genders shall include the masculine,fe nimne and neuter genders.The singular form shall mrlude the plural if the sonnet requires."Landlord"and Tenant"roam"Landlord"and Tenant"ani Thei egnu and employees", unless the mote requires otherwise. ARTICLE 41-S—biliry If any pmviti mar of this Lease or ray paragraph,sarterrc.clause.phrase or wood is Judicially of admrrutratively held invalid or weoforerable.that shill not affect modify or impair MY other,paragraph,senate,clause,phrase w word.Theparties acknowledge that union charger,fees and other payments are deemed'additional rental'in order on mrmee Landlord's remedies,and&bell raw be croswed w be"sent'if rent commis are imposed. annn{FAQ-Obiecdon to Sutemen" Tenants failure to object m e unement,mvaiee or billing within one year seer receipt:hall mostiaue Teoantk arqu{mceoce.Terant shall be requuiod to provide Landlord with a specific and detailed list of Temnt's objections ar the time Tenant makes its objection to Landlord.The itaament inveiu or billing shall be an—,sated between Landlord and Tenant ARTICI-E N-Lubgwv of Landlord Landlwdk liability under this Lesson or arising out ofthe relationship tithe parties shall he limited to Landlord's monist in the Shopping Carter.3udgmaru tendered aping Landlord shall be san Pied solely rwt of the proceed;of rhe reek olLandlord's interest in the Shopping Center which leve hem rcwivd by[amdlord No porswal judgment shall apply against Landlord upon exi mpishment of its right in the Shopping Center.A personal judgment shall .or erect"aright of execution or"against Landlords asses.The prowions of fhb ARTICLE SO shall inure to Lndlord'&;teceason and usigm.Thea provisions are out designed to relieve Landlord from the performance of its obligations order that Lyase,but to limit the personal liability of Landlord in—of.judgment against Landlord.Tent's n9b,m obtain irijwmive liefor specific perlbrnam e or to have ray other right or rtmedy which may be awarded Tenant by law or under this Lease shall nor be limited however.No personal liability is euumed by nor shall at ray line be aforcable against L ridksrd. ARTICLE ci-No Oatioe The submission of this Lente"not a reservation of or option ler the Lased Prem"es or ray other spec in the Shopping Center,and vest no right in Tenant.This Lau shall become effec—only upon proper enotion ad delivery by the panes. An TI E 51- xaunoe of soNmtma Tenant shall pay Landlord SNOB plus one month'.installing of Minimum Arcual Renal(plus charges,if ray,from Imdlord's mortgages)to mimbu"e Landlord for the administrative end legal expense fon the review,preparation and processing of ray docornenr sent to Landlord at Tenants request whether or not the document is esaured by Landlord. - - 23 Spirit,d Spia_Oakbmok C t r 401 lease 7mR(RL:RB:hs Doo,Slnn E—iooa ID A196FE62-ADDI.AQl.B26C.FBC511SIDy24 ARLICI.E 53-(;Vporate 1901"11 If Tenmt is a will be a corporation or partnership or limited liability Company of my kind,the Ptnons executing L—this Lon behalf of tenant covenant and represent that Teoam is a duly incorporated or duly qualified(if fotcgn)corporation or parmersbip,as the rue may be(mclldiog without limitation a limited liability Corporation and a limited liability permership)and is awbonaed in do business in the State where the Shopping Center u located (evidence shall be supplied Landlord upon request).Temot also covmmu and represents that the person or persons,partner or member executing this Lege on behalf of Tenant is(ifa corporation)an off—ofTmmt,and is (ifa corporation orparmirship of my kind)aulhorsed in sign and execute this Lasa ARTICLE 54-Prioted ProviLkau The printed provisions dthis Lase and wrimm or typed additions shall be given equal weight for the interpretation ofthu Lane.The deletion of any portion of this Lase shall not create an implication regarding the intent of the parties,and this Lease shall be read and interpreted as if to deleted portion had never been in this Leese. ARTICLE Se-Pot_ka Agreement This Lea,is it,only agreement berwecn the pertiea for the Isaad Pr iw,An--dimec%modification or supplement to this Lase shall not be effective moles it u in writing and executed by the parties. ARTICLE 56-No Third-Pam Rights This base shall not confer rights or benefits,including third-party beneficiary rights or benefim in myon,that u nes a named party to this Ione,including my individual,corporation,Parmenhlp,trust,unincorporated orgamea m, governmental organinuoc or agemy or political subdivision. ARTICLE 57-Fiuddal SeN,mgntl (a) Taman ack—ledges that it has provided L=Mmd with its financial statement or amuad report ("Snmxnenr")and represents that the Statement is a primary inducemem to landlord',agreement to lease the Lased Pr®ua in Tempt landlord has retied on the aownry of the Statement in order to enter into this Lase.Twaor represents that the intimation Contaided in the Statement is trta.complete and correct in all material aspect.Thu representation is a precondition to the Lease. (b) At the request of Landlord,mI—Tenant is a publicly traded company,Tam,shall,not latar than 30 days following such request,furnish to Landlord its most recent balance shat for at least the most recent fiscal year,a statement of income and expense for the year and an opinion of m independent certified public atzommt satisfactory to Landlord(or a certifican,of the chief financial office,owner a partner of Tenant)indicating the fismcial smement bes baa prepared incmformitY with genenllY accepted mcomting Pnociples axaistmdy applied and fairly present the financial condition and results of the operations of Tenapt for that year. ARTICLE 5E-Other Laeslfons Ifdunng the Term:(a)Tenant,ire parent,subsidiary,franchisor,or franchisee,the Cmaraotor of this Lase;(b)my person,firm corporation or other entity having an interest in my ofthe above pa;or(c)my other pesmo,firm corporation controlling or comrolled by Tenant or my ofthe above parries.shall directlyor indirectly,either individually or as a partner,shareholder,agent,emplmYee or otherwise,owr,operate,maintain or have an affilu6on, investment or interest in boniness similar In or in competition with the tine operated at the Iesmd Premises within the ndim specified in Reference Pmovision 110 n meesmed Gam the paimemr of the SboPPing Cenrer(except those armed on ss of the Eftearve Dwx)tied that shall comtitu e,a default.At landlord's option,in addition to r—nerd'.od—nmadiae,the Ner Saha from any other burin-.within rhe sp..ifid radius sMB be in.luded in he Na Sala of the Leased Premises during each year.The P—tage Rental shall be,computed on the aggregate of the moral Net Sales made on,in or from the Leased Premises and on,in or from soy other business located within de radius.Tenant shall submit monthly sales statements and maintain records of the ales and transactions of the other business.Landlord shall have the right m examine and audit those statements and records as though they werr: mad.no,in or from the Lead Precut—A sub—fi.1 ioucaa,in six ser other a.ba-"change an the buainas at location in ezuteoc,oat rhe Efr aiw Dam,w change in w a loumov eirhin the radius,.hall remove 0,- exemption created for that location.".Radia"shall mem a geometric meauremeot and not the acral disma over mads. 24 Spinus h Spice_Oakbook Cenra_411 lease 71212021;HB:ha DowSlgn Errvabpe 10 A196FE62-ADO1-AA31-826C-FEC5719ID724 ARTICLE 59-Tenant's Failure This Lease shall be governed by the laws of the State in which the Shopping Center is located and shall be deemed made and entered into in the county in which the Shopping Center is located. If Tenant fails to comply with and perform any of its covenants,conditions or agreements,Landlord shall have the right,but not be obligated,to perform the covenants,conditions or agreements. Tenant shallpay to Landlord on demand as additional rental,a sum equal to the amount spent by Landlord for the performance,plus 15%of sucb amount to defray supervision and overhead. If Landlord performs any covenants,conditions or agreements,Landlord,its agents or employees may enter the Leased Premises. That entry and performance shall not constitute an eviction of Tenant in whole or in part, nor relieve Tenant from the performance of the covenants,conditions and agreements. Landlord,its agents and employees shall not be liable for claims for loss or damage to Tenant or anyone claiming through or under Tenant. ARTICLE 60-Ownershlu (a) If the ownership of the Shopping Center is in a Real Estate Investment Trust,then Landlord and Tenant agree that Minimum Annual Rental,Percentage Rental and all additional rental paid to Landlord under this Lease (collectively referred b in this Article as"Rent")shall qualify as"rents from real property"within the meaning of Section 856(d)of the Inter>ml Revenue Code of 1986,as amended(the"Code")and the U.S.Department of Treasury Regulations(the"Regulations'. Should the Code or the Regulations,or interpretations of them by the Internal Revenue Service contained in Revenue Rulings,be changed so that any Rent no longer qualifies as'rent from real property'for the purpose of Soecoo 856(d)of the Code and the Rcgulationa,other than by reason of the application of Section g56(d)(2)(B)or W(d)(5)of the Code or the Regulations,then Rent shall be adjusted so that it will qualify(provided bowever that any adjustments required pursuant to this Article shall be made so as to produce the equivalent(in economic terms)Rent aspayeble prior to the adjustment). (b) Any services which Landlord is roquired to furnish pursuant to the provisions of this Lease may,at Landlord's option,be Punished from time to time,in whole or in part,by employees of Landlord or Landlord's affiliates or by one or more third parties hired by Landlord or Landlord's affiliates. Tenant agrccs that upon Landlord's written request it will enter into direct agreements with the parties designated by Landlord to provide such services,provided that no such eentract shall result in Tenant having to pay,in die aggregate,in=money for the occupancy of the Leased Premises wider the toms of this Lease,or Tenant's moeMng fewer services or services of a lesser quality than it is otherwise entitled to receive under the Lease. 25 Spirits&Spice Oakbrook Cenmr_441_Lease 7.212021;RBIs DOalSlgn Emeom ID:AIOSFE02-AD01AA31-826GFB=191DM4 The exhibits are incorporated by reference into this Lease. Landlord and Tenant intend to have the option for either party or both parties,to enter into this Lease with electronic signatures or with sigoanues signed,scanned to Portable Document Format-(ITDF")and delivered via email end,if so,each parry hereby consents to the other parry entering into this Lease with electronic signatures or with signatures signed,scanned to PDF and delivered via email. Landlord and Tenant hereby agree that the electronic signature of Landlord and/or Tenant to this Lease or with signatu r s signed,scanned to PDF and delivered via email shall be as valid as an original handwritaen signature of such party to this Lease and shall be effective to bind such party to this Lease. Landlord and Tenant agree that this Lease,as signed by Landlord and Tenant,with clactionic signatures or with signatures signed,scanned to PDF and delivered via email(being optional for either or both parties),shall be deemed(i)to be"written"or-in writing"(ii)to the extent either parry signs electronically or with signatures si gned,scanned to PDF and delivered via email,shall have been signed by Landlord and Tenant to the same extent as if signed by Landlord and Tenant with original handwritten signatures,and(iii)to coustitua a record established and maintained in the ordinary course of business and an original written record when primed from electronic files,even though containing one or more electronic signatures or with signatures signed,scanned to PDF and delivered via email. Such paper copies or"printouts"of this Lease as signed with electronic signatures or with signattues signed,scanned to PDF and delivered via email,if introduced as evidence in any judicial,arbitral, mediation or administrative proceeding,will be admissible as between Landlord and Tenant to the same extant and under the same conditions as other original business records containing original bandwrinem siginattre s and created and maintained in documentary form. Neither Landlord nor Tenant shall contest the admissibility of Rue and aocurate copies of this Lease as signed by the Landlord and Tenant with electronic sippatums or with signatures signed,scanned to PDF and delivered via email on the basis of the best evidence rile or as not satisfying the business records exception to the hearsay rule. For purposes hereof,"electronic signature"means an electronic symbol or process attached to or logically associated with a contract or ocher record intended to serve as a manual signature. if Tenant is a CORPORATION,the authorized signatory shall sign on behalf of the corporation and indicate the capacity in which they arc signing. The Lcasc must be executed by the president or vice president and attested by the secretary or assistant secretary,unless the bylaws or a resolution of the board of directors provides otherwise. In that case,the bylaws or a certified copy of the resolution shall be attached to this Lease. The appropriate corporate seal must be affixed to the Lease. TENANT: SSCHI,LLC,an Illinois limited liability company dba"Spirits&Spice" BY:__ Authorized Signatory I ANDI.ORDi OAKRROOK SHOPPING CENTER,LLC,a Delaware limited liability company �6 By:Oakbrook Center MezzLLC,its sole member APPWXWAL B�: Authorized Signatory Spirits&Spite Oakbrook Center-441-1-case 7212021;HB:bs Doo 1pn Envelope ID A196FE62-AD014A31.826C-FBC571910724 AFFIDAVIT The uade i jpcd In"signed a Lease dated Al 23 20 21,with OAi,-BROOK SnoPPING CENTER,LLC,a Delaware limited liability company for the occupancy of Space No.441 Oakbrook Center. The Lease business terms were negotiated with Justin Lashing,as rep entative of the Landlord. No representative,agent or employee of the Landlord represented,suggested,promised or implied that the undersigned would be given an occlusive use in the Shopping Center for the operation of the business to be conducted in the Leased Premises,or that the Landlord would not lease epee in the Shopping Center to a competing or other tenant. Nor has any representative,agent or employee of Landlord made any representations,inducements or promises aboutthe Leased Premises or the entry into the Lease,unless expressly in the Lease. Nor has any representative,agent or employee made any representations,inducements or promises about the characteristics or conditions regarding or pertaining to the Leased Premises or the Shopping Center,unless expressly in the Lease. The undersigned has independently investigated the potential for the success of its operations in the Shopping Center and has not relied upon any representations,inducements orpromises by Landlord's representatives,agents or employees,other than those contained in the Lease. TENANT: SSCHI,LLC, an Illinois limited liability company d/b/a: Spirits&Spice By. Ira: Member --,-- Sworn to before me this day of _ 20 Notary Public Spirits&Spice_Oakbronit Center 441_Lease 7121/2021;HB:hs D—Sr Em kb U'.A198FE@-AD014/71b2BC-FBC571B1D724 i _ J d a _ 0� I I I .,--,•^.�•TM•.�—'�^_r•.,^•.y.-.� MALL LEVEL EXHIBIT ATOA:K!BROOK CENTER B;�FUIOId Properties Ll Spina&Spix_OL ekbr-k C,..441 L- 7121/2021;HB:hf DwvSpn Emrebp�iD wt80FE@1tD01+AJ1�]bG F80-5]181D)24 i - I SI I 1 2�te s le -� ---------- Tel 1tYt Sf I � D Tel wN smwm 4 aml! DATC' 7/20/21 r WACE•-b1 AFFA! 2.395¢ DFIA"Br OK/KW EXHIBfT A-1 OAKBPO3C CENTER Brookfield a,.94JDM.AL uDiS Properties Sp—k Spia Otkb—k Cewel-KI Leve 1l2VMI;HH:ht Doa5lgn Envelope 9)A196FEe2-AD01-4A3"26C-FBC57191D724 c' 01 c.�•e.w..c..ro.•on.a...��v.ava,Y,sra.r�sr7>�.-.:.v:.+••a..+:..�..rn.a:au e. I on:.o+s�+:.�o...e:+ww..Y..wuK,a�....�.rx x...a.a,�:ecwYra•• �... �,.......a.a...�>.��.,....�, -,K_-.»� a..:...�. ..�.... SITE PIAN R O..YI•r'n+o u,0f�'ah sax P i-+e..a n:..�'.W.T.u.a Y•:a�>.w.n Y^.YlRV}A�.e: EXHIBIT B OAKBROOK CENTER Brookfield OAK BROOK, IwNOM Properties Spirits&Spice Oakbrook C:enter_441—Lease 7121f2021;AB:hs Spirits&Spice Liquor Handling Procedures for Team Members(Oakbrook Center) as of September 14,2021 ALLTEAM MEMBERS MUST FOLLOW THESE PROCEDURES,INCLUDING BUT NOT LIMITED TO THE RULES BELOW, TO SAFEGUARD AGAINST IMPROPER SERVICE OF ALCOHOL: 1. Alcohol&Drug Consumption Drinking alcoholic beverages or using non-prescribed drugs just prior to or during a scheduled shift is unacceptable and grounds for immediate termination.The sole exception is tastings of S&S alcoholic beverages for training purposes. 2. Every store must have on file the requisite forms and identification of all personnel who sample/sell alcohol . in the establishment according to state and local laws. 3. All personnel must review,understand,and comply with the State and local laws regarding serving and selling alcohol,whether or not included in these Procedures 4. Do not serve or sell alcohol to any patron who appears to be intoxicated. When in doubt,do not serve or sell alcohol. Signs of intoxication include: a.Loud or boisterous behavior; b.Slurred speech; c.Red or bloodshot eyes; d.Clumsiness—dropping things,tripping,weaving while walking; e.Smelling noticeably of alcohol. 5. Check IDs for all patrons who appear to be under the age of 40.When in doubt,check. 6. Notify management if you need assistance to handle a situation in accordance with these Procedures and applicable laws. 7. Complete an Incident Report form for any alcohol-related conflict situation. S&S will support you in carrying out your obligation to deny service to any patron who is(i)unable to prove they are above the legal drinking age and/or(ii)exhibiting signs of intoxication. Personal Behavior We expect all team members to conduct themselves in a professional manner at all times,both inside and outside the workplace. When off duty,you are welcome and encouraged to visit S&S as a paying guest. Even though you are not working,please remember you are a team member representative of the company and act accordingly. We consider all team members to be a direct reflection on S&S and,therefore,will not tolerate any possessing, or being under the influence of,alcoholic beverages or drugs while on company property or while on duty. Disciplinary Action Under normal circumstances,we endorse a polity of progressive discipline that informs team members of their deficiencies and presents opportunities to improve.This policy does not modify your status as an employee-at- will or in any way restrict our right to bypass the following disciplinary procedures.We may determine that a first offense warrants only an oral warning.A second offense could result in a written warning that is reviewed with you and placed in your personnel file.It is likely that a third offense will result in disciplinary action,up to and including your termination.We reserve all rights to discipline personnel as we determine in our discretion,subject to applicable laws.The disciplinary actions are likely to vary,based on the infraction.For example,a first offense that violates our Sexual Harassment and/or Personal Behavior Policies may result in immediate suspension and/or termination.Other issues will most likely result in immediate termination,including,but not limited to showing up for work under the influence of non--prescribed drugs or alcohol. Illinois requirements. Each team member must complete their Basset Certification in order to sample and sell alcohol.Managers may be required to take additional courses."Off Premise"Basset Certification is required because our establishment sells alcoholic products intended to be taken from the store and consumed elsewhere. Page 1 of 3 Spirits&Spice Liquor Handling Procedures for Team Members(Oakbrook Center) as of September 14,2021 The goals and objectives of the BASSET Program are: 1. Train and educate sellers and servers to engage in responsible alcohol service; 2. Spot signs of intoxication and utilize various intervention techniques; 3. Prevent DUls and alcohol-related fatalities; 4. Stop underage sales and underage drinking; 5. Create safer communities and establishments where alcohol is served; 6. Educate owners,managers and staff on dram shop insurance,state laws,and local ordinances regarding alcohol service. Illinois Laws and Penalties Concerning Minors: 1. No one may sell or serve alcohol to any person under the age of 21. 2. No one may purchase or provide alcohol to anyone under the age of 21. 3. Violation of the above provisions is a Class A misdemeanor,and the sentence shall include but shall not be limited to a fine of not less than$500. 4. Possession of alcohol in either an opened or closed container by anyone under the age of 21 on any street,highway,or public place,can result in a Class B misdemeanor. Some of the above provisions concerning Illinois requirement has been reprinted from the website of the Illinois Liquor Control Commission("ILCC")as of 08/2007,but you are required to review,understand,and comply with State and local laws as they are amended. Please note that the current website address for the ILCC is: https://www2.iIlinois.gov/ilcc/PagesIHome.aspx and the current website addresses for the Liquor Control Act and Regulations are: https•//www2 illinois gov/ilcc/Divisions/Pages/Legal/Illinois-Liquor-Control-Act.aspx and https://www2 illinois gov/iIcc/Divisions/Pages/legal/ILCC-Rules-and-Regulations.aspx. Specific Village of Oak Brook Requirements: 1. Permitted hours for sale and consumption Monday through Friday 6:00 A.M.to the following 1:00 A.M. Saturday 6:00 A.M.to 2:00 A.M.Sunday Sunday 9:00 A.M.to 1:00 A.M.Monday New Year's Eve Day 6:00 A.M.to 4:00 A.M.New Year's Day New Year's Eve Day Sunday 9:00 A.M.to 4:00 A.M.New Year's Day 2. A manager or other employee in charge who successfully completed the required training for servers and sellers must be present at all times when alcoholic liquor is sold. 3. Premises must be in a clean and sanitary condition and in full compliance with all ordinances and regulations concerning the condition of premises used for the storage or sale of food for human consumption. 4. All current licenses and required warning signs issued by the Village,plus State of Illinois license,must be displayed(i)together;and(ii)in a conspicuous place,readily visible to the public. 5. The following are the only circumstances when alcohol may be consumed by customers at the Premises:(a) tasting of samples as described below;(b)special events authorized by the Village;and(c)private functions not open to the public. 6. Purchases including alcoholic liquor that are delivered must be delivered to,and signed for at the time of delivery by,a person who is twenty one(21)years of age or older.The person making the delivery must check the identification of any person accepting delivery at the time of delivery.Alcoholic liquor may only be delivered in its original and unopened container.All Federal,State,and local laws,regulations,rules and ordinances applicable to the delivery of alcoholic liquor must be followed. 7. No outdoor sales 8. You may not sell,give or deliver alcoholic liquor,including beer and wine,to any person under the age of twenty-one(21)years,or to any intoxicated person or to any person known by you "to be a habitual drunkard,spendthrift,or insane,feeble-minded or distracted person". Page 2 of 3 Spirits&Spice Liquor Handling Procedures for Team Members(Oakbrook Center) as of September 14,2021 9. If a person under 21 is in possession of alcoholic liquor in our store,the Village will presume that the store sold,gave,or delivered the liquor to the minor. 10. To prevent violations,you may refuse to sell or serve alcoholic beverages to any person who is unable to produce adequate written evidence of identity and of the fact that he or she is 21 or older. 11. At all times during tastings,an employee or agent of Spirits and Spice who is at least 21 must(i)be present in the display area where the wine or other alcoholic liquor is available for consumption;and(ii)demand presentation of positive identification showing proof of age if there's any possible"reason to believe"the prospective recipient is underage. 12. Acceptable proof of age is an identification issued by a public officer in the performance of official duties and containing proof of age and a picture of the holder.A traffic citation is not acceptable evidence. 13. You must be at least 21 years old to draw,pour or mix any alcoholic liquor or to register,by mechanical or electronic means,the sale of any alcoholic liquor,including beer and wine. 14. You may not knowingly allow any person under 21 years to be in the store with someone consuming alcoholic liquors unless that person is their child. Specific Villase of Oak Brook Prohibitions: Employees are prohibited from allowing or permitting any of the following at the store: 1. acts of prostitution,including solicitation. 2. gambling. 3. any person who solicits any customer or patron to purchase alcoholic liquor or nonalcoholic beverages. 4. performances,exhibitions,appearances,books,magazines,or coin operated motion picture devices,films, movies,previews,trailers or advertisements,entertainment,fashion shows,or presentations in violation of the Village Code(See Section 4-1-24). 5. Patrons bringing alcoholic liquor into the store for consumption unless there is particular permission to do so under a special event license. 6. Delivery of two(2)or more drinks to one person at one time. 7. Selling,offering for sale,or delivering to any person an unlimited number of drinks during any set period of time for a fixed price,except at private functions not open to the public. 8. Increase the volume of alcoholic liquor contained in a drink without a proportionate increase in the price charged for such drink as compared to prices during the same calendar week. 9. Encouraging or permitting on the licensed premises any game or contest which involves drinking or the awarding of drinks as prizes. 10. Advertising or promoting in any way,whether within or outside the licensed premises,any of the practices prohibited under this section. Signature of Team Member: Printed Name of Team Member: Date Team Member reviewed,executed,and accepted these Procedures as conditions of employment: 20_ Signature of Witnessing Supervisor: Date: ,20 Page 3 of 3 Rr ■� Notes: c o .u-,« E 1.No Bar,Tables or Chairs. r c 2. Preliminary,subject to � Village of Oak Brook Review. 3.Exact locations of i " demising walls and fixtures +. ...nm.b.. �.. may change,but only in n s.•.a srq.,aa, accordance with Village of �^ Oak Brook review as w. .. required by Code. ,o ,o N ,o w `o +o +o ,o ,a ,o rr m MALL C O 1 —_ ELECTRICAL� oz 7�ROOM 1 nl_ PREP ROOM O N M srONAc;F _ j -U(F) - M o � _ W O SALES O of 00 0 19 J &iR Ina I IM PROOF OF AGE VERIFICAT.SqN S-1G n a I Im GOVERMENT WARPING(S(SIOEON GEMSII SIGN FLOOR PLAN �r"� o to so ao � Shapiro Associates nl� H 11 F 1 ARGIRC(IALLIINI� 811KADOC�M81.S'NF N, SME W-V.Q OIS127i1 Spirits&Spice Overview Spirits&Spice was founded in 2008 and is i1 owned by husband and wife,Gary and Kim {{ Weiss,who describe themselves as"foodies, whiskey aficionados,novice cooks,gourmet chefs and everything in between." Spirits&Spice is their labor of love,with the simple goal of providing the best quality products so that their customer have the best possible taste experience and fun while doing it. Since its founding,Spirits&Spice products have expanded to u ■��'X'L include the highest quality vinegars and oils,imported from all over the world;spice blends created with fresh ingredients by Kim for all levels,from rookie to professional chefs;hand- selected liqueurs for sipping or cocktail creation;whiskeys Sr::r and spirits from some of the best distilleries in the world,for both collectors and novices;vast but meticulou sly-curated wine collections;sweets;baking mixes;salad dressings;home decor;and bar equipment. Kim and Gary have continuously selected only premier locations,and lovingly designed each store with elegance and creativity,from colorful arrays of liqueurs in balloon dispensers,to hand- painted ceramic bottles and chrome fustic containing their unique oils and vinegars. 'E Additional Store photos are attached. The current Spirits&Spice locations include Sedona,Arizona; Jackson Hole,Wyoming;the Grand Canal ¢. Shoppes,in Las Vegas,Nevada;and Water Tower Place,in Chicago.Kim and Gary can think of no better location for the investment of their time and treasure than Oakbrook Center,with its open-air configuration,affluent demographic,and other high-end stores. Spirits International Prestige("SIP")is the only internationally-recognized consumer judging spirits competition.Spirits&Spice has been honored with six SIP Awards in the last three years,and customers are consistently enthusiastic about their Spirits&Spice in-store experiences,as evidenced by a 4.8 out of 5-star rating with Trustpilot.Kim and Gary see this as testament to the quality of their stores and products,and a wonderful recognition of the highly-trained Spirits&Spice Team Members,who help customers navigate the amazing array of products and standing"try before you buy'model. Kim and Gary are also proud that in all of their years and locations,Spirits&Spice has had outstanding track records, with no citations,issues or even warnings related to public safety. j Y lr� f va J w N .o. /1 C L ° � U u b tE N L� � M �.M w ' t jg 100£8 AM`ploy uosIDe f anuaAV,(umpuoxg 1saAX 08 ;munbS um01atol-1 uosIau[ aloH uosT)B f T'Adsv +�. 11909"II`o"roTq:) 4,L`and u 2Rp?w N SCR 3;)IUA1 �JIdS r i r r f r r L I• i; y.. y � R r M M