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G-1198 - 11/23/2021 - LICENSE -ALCOHOL - Ordinances Supporting Documents
ITEM 8.A.1 BOARD OF TRUSTEES MEETING VILLAGE OF SAMUEL E. DEAN BOARD ROOM OAK BR gK BUTLER GOVERNMENT CENTER 1200 OAK BROOK ROAD OAK BROOK, ILLINOIS 630-368-5000 AGENDA ITEM Regular Board of Trustees Meeting of November 23, 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 BUDGET SOURCE/BUDGET IMPACT: N/A RECOMMENDED MOTION: I move to approve passage of Ordinance G-1198, "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 Four the Number of Authorized Class D Liquor Licenses Background/History: BBQ Ventures Inc. d/b/a Real Urban Barbecue has made application to the Village of Oak Brook for an additional classification of liquor license to their already approved Class A-1 liquor license. They are requesting to add a Class D Liquor License for their establishment, BBQ Ventures Inc. d/b/a Real Urban Barbecue located at 2119 Clearwater Drive. A Class D liquor license allows Retail sale of alcoholic liquor in conjunction with the service of food by caterers for catered events conducted off the premises of the licensee, provided that the sale of alcoholic liquor by the drink is not permitted. All food for catering orders are prepared at the Oak Brook site regardless of the location of the event. The approval of this liquor license will increase the number of Class D liquor licenses in the Village of Oak Brook from 3 to 4. All requirements have been met. The applicant has requested that this application be brought before you for your consideration at the Village Board's regular meeting of November 23, 2021. Enclosed for the Village Board's review is the Application for a Liquor License. BOT 112321AGENDA Real Urban Barbecue Page 1 /� // Recommendation: The recommendation is for Passage of Ordinance G-1198, which increases the number of Class D liquor licenses by one. If all ordinance requirements are met,the Local Liquor Commissioner Gopal Lalmalani,will issue a Class D Liquor License to Connoisseur BBQ Ventures Inc. d/b/a Real Urban Barbecue located at 2119 Clearwater Drive. BOT 112321AGENDA Real Urban Barbecue Page 2 `es et e�r�' FOR OFFICE USE Date Approved: �!. VILLAGE OF OAK BROOK f+ Q Charlotte K.Pruss,Village Clerk License#Issued: ` 1200 Oak Brook Road Fee Received: +�� ��' Oak Brook,Illinois 60523-2255 (630)368-5036 Fax(630)368-5037 kvonachen 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. In support of said application,the following is submitted: CLASS: 9 • FEE: EXTENDED HOUR FOR CLASS A-1 LICENSE ONLY: Yes El No E3 ADDITIONAL FEE: 500.00 Corporate Name: BBQ Ventures Inc. Phone#: 95229413000 Business Name: Real Urban Barbecue Phone#: Establishment Name: Real Urban Barbecue Phone#: Corporate Address: Street Address 12701 Whitewater Drive, Suite 100 Fax#: City/State/Zip Minnetonka, MN 55343 E-Mail Address: sarah.naumann@bbq-hole Contact Name: Sarah Naumann Contact Title: Licensing Specialist Phone#: 9522941351 E-mail address: sarah.naumann@bbq-holdings.eom Establishment Address: Street Address 2119 Clearwater Dr Fax#: City/State/Zip Oak Brook, IL 60523 E-Mail Address: Contact Name: Hope Paladines Contact Title: Assistant Manager Phone#: 6309084380 E-mail address: hogengaladinO_gmail.com State of Illinois Liquor License Number: In review with the ILCC Expiration Date: List each specific location within this 1) 2119 CLEARWATER DR, OAK BROOK, IL 60523 establishment where alcoholic 2) 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 �✓ If leased,provide copy of lease for full period of license and provide the following information: Name of Lessor: CH Retail Fund II/Chicago Clearwater LLC Address of Lessor: 3819 Maple Ave City, State&Zip: Dallas, TX 75219 TYPE OF BUSINESS: 2 Corporation Individual/Sole Proprietorship []Limited Liability Co. 93Partnership Length of time in business: 5/6/19 Character of business: restaurant LIQUOR LICENSE APPLICATION 5-12 Page 1 of 9 VILLAGE OF OAK BROOK Charlotte K.Prass,Village Clerk a 8 1200 Oak Brook Road Oak Brook,Illinois 60523-2255 +$ d (630)368-5036 Fax(630)368-5037 rt4Ytit •` kvonaehen'r oak-brook.org INDIVIDUAL/SOLE PROPRIETORSHIP : Are you a resident of Oak Brook ® Yes ® No h t 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 lat+s of the State of Minnesota on the 6 day of 2019 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 0 Yes ❑No Please check which one: ® Illinois Business Corporation Act 8lllinois Revised Uniform Limited Partnership Act El 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[3 Yes EJ No Please check which one: n Illinois Business Corporation Act Millinois Revised Uniform Limited Partnership Act Q Illinois Secretary of State El Illinois Revised Uniform Partnership Act Registered Agent: Name: UNISEARCH, INC. Telephone#: Street Address 520 S 2ND ST STE 2-300 Fax#: City/State/Zip SPRINGFIELD , IL 62701 E-Mail Address: QUALIFICATIONS: 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 yes,provide details on reverse side) (or on an addendum) 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 yes,provide details 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 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 yes,provide date, offense,jurisdiction and case number on reverse side) ❑Yes EJNo 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 �� • VILLAGE OF OAK BROOK Z R Charlotte K.Pniss,Village Clerk- 1200 lerk1200 Oak Brook Road Oak Brook.Illinois 60523-2255 (630)368-5036 Fax(630)368-5037 kvonachen@oak-brook.org (If yes,provide disposition of such application on reverse side) ®Yes Q 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 El 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 on reverse side) ❑ Yes Q 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? ®Yes ❑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 Namc officer(name office held) membshp interest BBQ Holdings, Inc Owner 100 Jeffery Crivello CEO 0 Jason Schanno CFO 0 Michael Medved Secretary 0 LIQUOR LICENSE APPLICATION 05-12 Pagc 3 of 9 r VILLAGE OF OAK BROOK Charlotte K.Pruss,Village Clerk 1200 Oak Brook Road Oak Brook,Illinois 60523-2255 t +"` (630)368-5036 Fax(630)368-5037 honachen koak-brook.or FOR EACH OF THE INDIVIDUALS LISTED PLEASE PROVIDE THE FOLLOWING INFORMATION: Name: Jeffery Crivello Phone number: # Address: Date of Birth: City/State,Zip Place of Birth: Illinois Drivers License Number: # Position held with above named business: Officer: CEO Q Yes ®No Are you a citizen of the United States? ❑Yes ✓Q 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: Jason Schanno Phone number: # Address: Date of Birth: City/State,Zip Place of Birth: Drivers License Number: # Position held with above named business: CFO 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 city of naturalization: Court in which(or law under which)you were naturalized Name: Michael Medved Phone number: # Address: Date of Bit-th: Ci /State,Zip Place of Birth: Drivers License Number: # Position held with above named business: Secretary 0 Yes ❑No Are you a citizen of the United States? ❑Yes ❑✓ No Are you a Naturalized Citizen? If you area naturalized citizen give date and city of naturalization: LIQUOR LICENSE APPLICATION 05-12 Page 4 of 9 VILLAGE OF OAK BROOK Charlotte K.Pniss,Village Cleric A 1200 Oak Brook Road Oak Brook,Illinois 60523-2255 'Es..,. (630)368-5036 Fax(630)368-5037 kvonaehenCq)oak-brook.org 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 Numbe\which)you Position held with abov : ❑Yes ❑No Are ye United States? ❑Yes ❑No Are you a Naturalized Citizen? If you area naturalized nd city of naturalization: Courtin which(or law uwe naturalized Name: Phone number: # Address: Date of'Birth: City/State,Zip Place of Birth: Drivers License Number: # Position held with above named busine ❑Yes ❑No Are you a citizen of the nited States? ❑Yes ❑No Are you a Naturalized Citizen? If you are a naturalized citizen give date and ' ,of naturalization; Court in which(or Inv under which)yotr Frere na rn c,li_c ri 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 Stat ? ❑Yes ❑No Are you a Naturalized Citizen? If you are a naturalized citizen give date and city of natu lization: Court in which(or law under which)you were naturalized _ LIQUOR LICENSE APPLICATION 05-12 Page 5 of / g VILLAGE OF OAK BROOK Ja�'— ' Charlotte K.Pruss,Village Clerk 1200 Oak Brook Road Oak Brook,Illinois 60523-2255 (630)368-5036 Fax(630)368-5037 kvonachen@oak-brook.org Namc: Phone number:# Address: Date of Birth: City/State,Zip Place of Binh: Drivers License Number: # Position held with above named busi\and ❑Yes Q]No Are you a citizen States? Yes ®No Are you a Naturalized Citizen? If ynu are a naturalized citizen give df 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 ®No Are you a citizen of the Unite States? ❑Yes No Are you a Naturalized Citizen? If you are a naturalized citizen give date and city naturalization: Court in which(or law tinder which)you were naturalized Name: Phone number: # Address: Date of Birth: City/State,Zip Place of 131rth: Drivers License Number: # Position held with above named business: Q Yes ®No Are you a citizen of the United States? ❑Yes No Are you a Naturalized Citizen? If ynu are a naturalized citizen give date and city of naturaliz ion: Court in which(or law under which)you were naturalized LIQUOR LICENSE APPLICATION 05-12 Page 6 of 9 i " VILLAGE OF OAK BROOK Charlotte K.Pruss,Village Clerk $ 1200 Oak Brook Road Oak Brook.Illinois 60523-2255 630 368-5036 7 4 � I 1 Fax(630)368-503 kvonachenCdoak-brook.org Name of person operating as General Manager of the premises: Hope Paladines Name of person operating as Liquor Manager of the premises: Hope Paladines A Manager Application Form must be submitter!fur the indirirhials named uhoi,e. 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 a men 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 Lease-If premises not beneficially owned by Applicant 5✓ Proof of completion of the Illinois Department of Alcohol and Substance Program by all facility managers and employees as is necessary. LIQUOR LICENSE APPLICATION 05-12 Page 7 of 9 * 4`r VILLAGE OF OAK BROOK ,,�• `' l Charlotte K.Press,Village Clerk j a 1200 Oak Brook Road Oak Brook,Illinois 60523-2255 (630)368-5036 Fax(630)368-5037 kvonachen(+n oak-brook.org LL]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. ***NEXT CLASS IS NOT UNTIL SPRING 2022" Initial Applicants must also provide: Proof of ownership of premises(e.g. title report) LEASE ATTACHED,WE DO NOT OWN Floor 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 LK6mpletcd Plan and Menu.) 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 part 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 8 of 9 VILLAGE OF OAK BROOK r` •. Charlotte K.Pruss.Village Clerk e 1200 Oak Brook Road Oak Brook,Illinois 60523-2255 e ,r ` (630)368-5036 Fax(630)368-5037 kvonachen@oak-brook.org ATTESTATIONS: I, Michael Medved the Secretary 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 BBQ Ventures Inc. BY: Signature Print Name Michael Medved Title Secretary LIQUOR LICENSE APPLICATION 05-12 Page 9 of 9 AC R" CERTIFICATE OF LIABILITY INSURANCEDATE(MMIDDn'YYY) lh%.� 11'302021 2!3!2021 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 Lockton Companies CONTACT NAME 444 W.47th Street,Suite 900 PHONE FAx tc Kansas City MO 64112-1906 E-No,Ext) (ac,ya).IL _ (816)960-9000 ADDRESS INSURERS)AFFORDING COVERAGE NAIL N INSURER A:Everest Premier Insurance COmpanY 16045 INSURED BBQ HOLDINGS,INC /+SURER 0:Everest National Insurance Company 10120 1.188370 12701 WHITEWATER DRIVE,SUITE 290 BISURERC: MINNETONKA MN 55343 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 17813615 REVISION NUMBER: XXXaXXY 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. INSIR �... . TYPE OF INSURANCE ADOL SUB .. .... POLICY NUMBER _.POLICY EFF M/DDY EXP T- –'_LTR .� - LIMITS_... A x COMMERCIAL GENERAL LIABILITY Y N CC3GL00015-201 11%30/2020 11,30 2021 EACH OCCURRENCE _S 1,000,000 CLAIMS-MADEXOCCUR DAMAGE TO RENTFD CLAIMS-MADE ! PREMISES(Ea occu_ $ 1,000,000 _ _ I MED EXP(An one ) S O _.. PERSONAL d ADV INJURY S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: ' GENERAL AGGREGATE S 2 0W000O POLICY JET 1 IOC PRODUCTS-COMP/OP AGG S 2 OOO OOO OTHER, S (; .AUTOMOBILE LIABILITYN N CC3CA00017-201 11130,12020 11/3012021 Ea accident INGLE LIMIT s S 1 000 000 X ANY AUTO BODILY INJURY(Per person) S XXXXXXXOWNED _ OS ONLY AUTOESULED BODILY INJURY(Per aowlent) $ XXXXXXXHIRED _ AUTOS ONLY ATOS ONLDPR Y �tlerNDAMAGE S XXXXXXX $ XXXXXXX I; X UMBRELLAUAS X. OCCUR N N XC9CU00063.201 11/30.2020 11'302021 EACH OCCURRENCE $ 10.000.000 EXCESS UAB C AIMS MADE ; AGGREGATE $ 10,000,000 DED RETENTIONS ' S XXXXX WORKERS COMPiemsATiowOT 13AND EMPLOYERS*LIABILITY YIN ' A CC3l%VC(XX)l6.201 11102020 11/3012021 X._STA.TUTE _�RH___ _ ANY PROPRIETOR/PARTNER/EXECUTIVE -1 /A E.L.EACH ACCIDENT $ 1,000,0W OFFICERIMEMBER EXCLUDED? N _ -- (Mandatory M NH) EL.DISEASE-EA EMPL $ ].1-_000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT I S 1.000,000 A I LIQUOR LIABILITY N NJ CC3610)15-201 11/30'2020 11'302021 SIM EACH COMMON CAUSE S2M AGGREGATE DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be snach d If more span is required) Re:2119 CLEARWATER DR.OAK BROOK IL 60523.LIQUOR LIABILITY CONTINUOUS UNTIL CANCELLED.GENERAL LIABILITY INCLUDES LIQUOR LIABILITY.COVERAGE IS EXTENDED BY INSURANCE COMPANY TO INCLUDE LICENSE PERIOD, SUBJECT TO POLICY CONTINUATION,LIQUOR LIABILITY LIMITS ARE NOT SUBJECT TO ANY DEDUCTIBLE OR SELF-INSURED RETENTION. CERTIFICATE HOLDER CANCELLATION 17813618 VILLAGE OF OAK BROOK SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1200 OAK BROOK RD THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN OAK BROOK IL 60523 ACCORDANCE WITH THE POLICY PROVISIONS AUTHORIZED REPRESENT ©1988=2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD --;� VILLAGE OF OAK BROOK Kathy Vanachen,Admin Asst 1200 Oak Brock Road 9 (Yak Brook.Illinois 60523-2255 j (630)368-5036 Fax(630)368-5037 kvonachen -brook.or LIQUOR LICENSE MANAGER APPLICATION Corporate Name: BBQ ventures.Inc. Business Name: Real Urban Barbecue Establishment Name: Real Urban Barbecue Street Address 2119 Clearwater Dr.Oak Brook,IL 60523 Phone#: (630)90&4380 Applicant Phone#: Name: N c: 1 i e-mail(wk) t Home Date of Birth: Address: - City/State,Zip Place of Birth: Drivers License#: ' Position held with above named business: ASS is ©Yes ❑No Are you a citizen of the United States? ❑Yes ©No Are you a Naturalized Citizen? Iryou are a naturalized citizen give date and city of naturalization: Court in which (or law under which)you were naturalized ❑Yes Q No Do you possess a current Federal wagering and gaming device stamp? (If yes,provide details on reverse side) ❑Yes 0 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 court to answer charges for any such violation? (If yes,provide date, offense,jurisdiction and case number on reverse side) Yes ©No 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 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 on reverse side) ❑ Yes ®No Have you ever been convicted of a felony? Yes ©No Have you ever been convicted of being the keeper of,or is keeping,a house of ill fame? ❑ Yes ®No Have you evcr been convicted of pandering or other crime or misdemeanor opposed to public decency and morality? LIQUOR LICENSE MANAGER APPLWATION FORM 081213 Page I of 2 VILLAGE OF OAK BROOK ,•s Kathy Vonachm,Admin Asst 1200 Oak Brook Road Oak Brook,Illinois 60523-2255 (630)368-5036 Fax(630)368-5037 kvonachen@oak-brook.org ❑Yes M No Have you ever been convicted of a drug-related offense? (If yes,provide date, offense,jurisdiction and case number on reverse side) Yes Q No Have you pled guilty to or were you ever been convicted of driving under the influence,Class A misdemeanor? If yes, indicate on reverse side date of guiht v plea or date of conviction and if suspension 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. IG �� in � J�tS} 1 d�rac�I��L_. — ZL t t r I 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. Signature Page 2 of LIQUOR LICENSE MANAGER APPLICATION FORM 081213 BASSET Card . .ti,. MPP ��p111 �{ a 846 00rn.h,,, „ds ::,n,rtea t +Ck". pp �+.....Tr" %MAW rr"' p r Your"Student 10 number"Is;NAPER1125HP Your-Trainers t0 number"is:5A-00704" Your BASSET Cud is located BELOW DO NOT throw away this letter as you will need your "Student ID number" directly above to re-prim YOM i11POWA W: --P"y40 Cy Cyl (tom"t Qrt SYR RES"C:ES%00 DJ!sera rw"$ASST c■e ` y is � .ti i i�tNC t.1Qt�TR�'L}!�TRAi.C4�tl�! 140 14 RAW:= t.Nlw Sass 7*)f ('Racy.,,II. 11�'�tXGFA1.CYk!(?t.l�.1.13�i.SA?�PI1 � rj) f 'krto%AND A.iL+ U4,%G INA09n A. i liar t!'srWirstyn; �_ �IrsY,9/t��i1 3:arnr'Y U.t moo .z 13 l .................. ILLINOIS BASSET ALCOHOL TRAINING THIS CARO CERTIFIES SUCCESSFut COMPLETION OF A BASSET TRAINING Instructor Nafne Carlos h0loralcn Illlnnle Ttairner Certification 5A 93G7a Iii l bRFA1 Date Comploied 3130/2021 Date of Expiration. 313012024 Card Holder MATTHEW GOLUZWEIG Address 1260 S Mllwatlkee Ave.Vernon Hills,IL 60051 —Tris card Is not transterrab,, .. ILLI' BASSET ALCOHOL TRAINING } CARO CERTIFIES SUCCESSFUL wPL ETION OF A BASSET TRAINING ne: Carbs Morstes Certiftation: 5A-93674 10:TAVA24 Cat, etad:6/241M9 Date or txpiration:6124111M Card Holder:CHRtSTME PATRICK Address: 1260 S.Wtwsukee Ave. Vemon Hills.IL •••This corld is not traftfe" eo s i i I LEASE AGREEMENT BETWEEN CH RETAIL FUND II/CHICAGO CLEARWATER,L.L.C., AS LANDLORD,AND BBQ VENTURES,INC.,A MINNESOTA CORPORATION D/B/A REAL URBAN BBQ AS TENANT DATED Sfie- ILA ` '2021 CLEARWATER SHOPS SHOPPING CENTER OAK BROOK,ILLINOIS BASIC LEASE INFORMATION Lease Date: _,2021 Landlord CI I Retail Fund lI/Chicago Clearwater,L.L.C.,a Delaware limited liability company Tenant BBQ Ventures,Inc.,a Minnesota corporation Premises: The area containing 4,075 rentable square feet described on the plan attached as Exhibit A and located at 2119 Clearwater Dr., Oak Brook, Illinois 60523, being part of the shopping center commonly known as Clearwater Shops (the "Shopping Center"), which is situated on the property described in Exhibit B. The term "Shopping Center" includes the property described in Exhibit B, together with the improvements thereon, including the building in which the Premises are located (the 'Building"), and such additions and other changes as Landlord may, from time to time, designate as being included within the Shopping Center. Exhibit A is attached hereto solely for the purpose of locating the Premises within the Shopping Center and depicting the general layout of the Shopping Center and shall not be deemed to be a representation,warranty or agreement by Landlord as to any information shown thereon or that the Shopping Center or stores be exactly as indicated thereon. Term: 66 full calendar months, plus any partial month from the Commencement Date to the end of the month in which the Commencement Date falls, starting on the Commencement Date and ending at 5:00 p.m.local time on the last day of the 66th full calendar month following the Commencement Date, subject to adjustment and earlier termination as provided in the Lease. The"Commencement Date"means the earlier of the following dates: (a) the date upon which Tenant opens the Premises to the public for business,or (b) 60 days after the date on which Landlord tenders possession of the Premises to Tenant. Minimum Rent: Minimum Rent shall be the ollowing amounts for the following periods of time: Annual Minimum Rent Rate Per Rentable Square Lease Month t Foot Monthly Minimum Rent —— 1—3 $0.00 $0.00 4-6 $15.00 $5,093.75 7-42 _$30.00 _ $10,187.50 43-66 $31.50 $10696.88 As used herein,the term "Lease Month" means each calendar month during the Term (and if the Commencement Date does not occur on the first day of a calendar month,the period from the Commencement Date to the first day of the next calendar month shall be included in the first Lease Month for purposes of determining the duration of the Tenn and the monthly Minimum Rent rate applicable for such partial month). Security Deposit: $26,831.28 Rent: Minimum Rent,Additional Rent and all other sums that Tenant may owe to Landlord or otherwise be required to pay under the Lease. Permitted Use: The retail operation of a BBQ restaurant and for no other purpose. Notwithstanding anything contained in the preceding sentence or in this Lease to the contrary,Tenant is specifically prohibited from engaging in any of the uses set forth on Exhibit K attached hereto. Trade Name: Real Urban BBQ Tenant's Proportionate 46.80%,which is the percentage obtained by dividing(a)the number of rentable square Share: feet in the Premises as stated above by (b)the 8,707 rentable square feet in the Shopping Center. Landlord and Tenant stipulate that the number of rentable square feet in the Premises and in the Shopping Center set forth above is conclusive and shall be binding upon them. 'tenant's Proportionate Share is subject to adjustment as provided in Section 6(c of the Lease. Initial Liability $3,000,000. Insurance Amount: ` Initial Monthly Payment The following shall constitute Tenant's initial monthly payment of Rent required of Rent: pursuant to Sections 3,§Ub , 10 a and 15(b) of the Lease, which shall be adjusted as and when required under the terms of the Lease: Minimum Rent $10,187.50 Additional Rent Tenant's Proportionate Share of Common Area Costs 1,743.37 Tenant's Proportionate Share of Insurance Costs 120.69 Tenant's Proportionate Share of Taxes 1,364.08 Total Initial Monthly Payment $13,415.64 Tenant's Address: Prior to Commencement Date: Following Commencement Date: BBQ Ventures,Inc. BBQ Ventures,Inc. 12701 Whitewater Drive,Suite 100, Minnetonka,MN 55343 Attention: Attention: Michael Medved,SVP Corporate Telephone: - Counsel Email Address: — Telephone:952-394-1348 Email Address: Michael.Medved@bbq- holdings.com Landlord's Address: For all Notices: With a copy to: Mid-America Asset Management,Inc. CH Retail Fund WChicago Clearwater, One Parkview Plaza,9th Floor I—L.C. Oakbrook Terrace,Illinois 60181 c/o CH Retail Acquisitions,L.L.C. Attention: Anne Schmeissing—Asset 3819 Maple Avenue Manager Dallas,Texas 75219 Email Address: Attention: Asset Manager-Chicago aschmeissing@midamericagrp.com midamericagrp.com Clearwater Email Address: wcronin@crowholdings.com The foregoing Basic Lease Information is incorporated into and made a part of the Lease identified above. If any conflict exists between any Basic Lease Information and the Lease,then the Lease shall control. ii TABLE OF CONTENTS Page No. i 1. Definitions and Basic Provisions............................................................................................................................l i 1 2. Premises;Construction.......................................................................................................................................... � (a) Lease Grant .............................................................. (b) Construction and Acceptance of Premises .••••••••••.........................•• 1 (c) Tender of Possession.....................................................................................•.................................................1 3. Rent.............. ........................................................................................................................................................2 . . (a) Payment...........................................................................................................................................................2 (b) Minimum Rent................................................................................................................................................2 (c) Intentionally Deleted............................................................ ........................2 (d) Gross Sales......................................................................................................................................................2 (e) Sales Reports and Records..............................................................................................................................3 (g) Additional Rent ........................................................................................................................... 4. Delinquent Payment;Handling Charges................................................................................................................3 5. Security Deposit .............................................................................................................................3 6. Common Area........................................................................................................................................................3 (a) Common Area.................................................................................................................................................3 (b) Common Area Costs .....................................................................4 (c) Tenant's Proportionate Share...........................................................................................................................4 7. Improvements;Alterations;Repairs;Maintenance;Utilities.................................................................................4 (a) Improvements;Alterations...•..........................................................................................................................4 (b) Repairs;Maintenance......................................................................................................................................5 (c) Performance of Work...................................................................•..................................................................5 (d) Mechanic's Liens..............................................•..............................................................................................5 (e) Use of Roof.....................................................................................................................................................6 (fl Signs;Store Fronts..........................................................................................................................................6 (g) Utilities............................................................................................................................................................6 8. Use and Care of the Premises.................................................................................................................................6 (a) Use and Operations.........................................................................................................................................6 (b) Impact on Insurance ........................................................7 (c) Limitations on Operations...............................................................................................................................7 (d) Care of the Premises........................................................................................................................................7 (e) Display Windows............................................................................................................................................7 (f) Permits and Licenses.......................................................................................................................................8 (g) Allocation of Space within Premises...............................................................................................................8 (h) Open for Business...........................................................................................................................................8 (i) No Solicitations.................................................................................................................,.............................8 9. Assignment and Subletting.....................................................................................................................................8 (a) Transfers..........................................................................................................................................................8 (b) Consent Standards..........................................................................................................................................9 . (c) Request for Consent........................................................................................................................................9 (d) Conditions to Consent .........................................................•..........................................................9 (c) Attornment by Subtenants...............................................................................................................................9 i TABLE OF CONTENTS (continued) Page No. (f) Cancellation...................................................................................................................................................10 (g) Additional Compensation..............................................................................................................................10 (h) Permitted Transfers.......................................................................................................................................10 10. Insurance;Waivers;Subrogation;Indemnity.......................................................................................................I 1 (a) Tenant's Insurance.........................................................................................................................................l l (b) Landlord's Insurance.....................................................................................................................................I 1 (c) No Subrogation;Waiver of Property Claims................................................................................................l l (d) Indemnity......................................................................................................................................................12 (e) Cost of Landlord'sInsurance.........................................................................................................................12 11. Subordination;Attornment;Notice to Landlord's Mortgagee..............................................................................12 (a) Subordination................................................................................................................................................12 (b) Attornment....................................................................................................................................................13 (c) Notice to Landlord's Mortgagee....................................................................................................................l3 (d) Landlord's Mortgagee's Protection Provisions..............................................................................................13 12. Rules and Regulations..........................................................................................................................................13 13. Condemnation......................................................................................................................................................13 (a) Total Taking ...............................................................................................13 (b) Partial Taking-Tenant's Rights....................................................................................................................13 (c) Partial Taking-Landlord's Rights.................................................................................................................14 (d) Temporary Taking.........................................................................................................................................14 (e) Award............................................................................................................................................................14 14. Fire or Other Casualty..........................................................................................................................................14 (a) Repair Estimate.............................................................................................................................................14 (b) Tenant's Rights..............................................................................................................................................14 (c) Landlord's Rights...........................................................................................................................................14 (d) Repair Obligation..........................................................................................................................................14 (e) Continuance of Tenant's Business;Rental Abatement..................................................................................l5 15. Taxes....................................................................................................................................................................15 (a) Personal Property Taxes................................................................................................................................15 (b) Tax Payment..................................................................................................................................................15 (c) Tax Consultant;Contest of Taxes by Landlord.............................................................................................16 16. Events of Default.................................................................................................................................................16 (a) Payment Default............................................................................................................................................16 (b) Abandonment................................................................................................................................................16 (c) Attachment....................................................................................................................................................16 (d) Estoppel.........................................................................................................................................................16 (e) Insurance.......................................................................................................................................................16 (f) Mechanic's Liens...........................................................................................................................................16 (g) Other Defaults...............................................................................................................................................16 hInsolvency ......................................................................................................16 17. Remedies..............................................................................................................................................................17 (a) Termination of Lease.....................................................................................................................................17 (b) Termination of Possession.............................................................................................................................17 (c) Perform Acts on Behalf of Tenant................................................................................................................17 (d) Suspension of Services..................................................................................................................................17 i� t TABLE OF CONTENTS (continued) Page No. (e) Alteration of Locks........................................................................................................................................17 18. Payment by Tenant;Non-Waiver;Cumulative Remedies....................................................................................18 (a) Payment by Tenant........................................................................................................................................18 (b) No Waiver.....................................................................................................................................................18 (c) Cumulative Remedies................................................................................................................................... 19. Landlord's Lien....................................................................................................................................................18 20. Surrender of Premises...........................................................................................................................................18 21. Holding Over........................................................................................................................................................19 22. Certain Rights Reserved by Landlord..................................................................................................................19 (a) Shopping Center Operations.........................................................................................................................19 (b) Security ........................................................................................................................................................19 (c) Prospective Purchasers and Lenders.............................................................................................................19 (d) Prospective Tenants.......................................................................................................................................19 23. Intentionally Deleted............................................................................................................................................19 24. Miscellaneous.......................................................................................................................................................19 (a) Landlord Transfer..........................................................................................................................................19 (b) Landlord's Liability.......................................................................................................................................20 (c) Force Majeure...............................................................................................................................................20 (d) Brokerage......................................................................................................................................................20 (e) Estoppel Certificates.....................................................................................................................................20 (f) Notices....................... ....................................................................................................................20 (g) Separability...................................................................................................................................................20 (h) Amendments;Binding Effect;No Electronic Records..................................................................................20 (i) Quiet Enjoyment...........................................................................................................................................21 U) No Merger.....................................................................................................................................................21 (k) No Offer........................................................................................................................................................21 (1) Entire Agreement..........................................................................................................................................21 (m)Waiver of Jury Trial......................................................................................................................................21 (n) Governing Law..............................................................................................................................................21 (o) Recording..................................................................................................................................................... (p) Water or Mold Notification...........................................................................................................................21 (9) Joint and Several Liability............................................................................................................................ (r) Financial Reports...........................................................................................................................................22 (s) Landlord's Fees..............................................................................................................................................22 (t) Telecommunications.....................................................................................................................................22 (u) Confidentiality.............................................................................................................................................. (v) Tenant's Restriciton.......................................................................................................................................22 (w) Authority.......................................................................................................................................................23 . (x) Hazardous Materials............................................... ................................................................................ .23 (y) List of Exhibits.............................................................................................................................................23 (z) Determination of Charges.............................................................................................................................23 (aa)Prohibited Persons and Transactions............................................................................................................ (bb)Counterparts..................................................................................................................................................23 25. Other Provisions...................... ..................................................................................................24 (a) Guaranty .......24 ................................................................................................................................................. iii I TABLE OF CONTENTS (continued) P e o (b) Declaration....................................................................................................................................................24 (c) Tenant Cancellation Right.............................................................................................................................24 I I iv LIST OF DEFINED TERMS Page No.or Exhibit No. AdditionalRent.............................................................................................................................................................3 Affiliate..........................................................................................................................................................................1 BasicLease Information................................................................................................................................................1 Building.........................................................................................................................................................................i Building's Structure.......................................................................................................................................................I Building's Systems.........................................................................................................................................................1 Casualty..... ................................................................................................................................................................14 CodeModification.........................................................................................................................................................8 Collateral.....................................................................................................................................................................18 CommencementDate.....................................................................................................................................................i CommonArea...............................................................................................................................................................3 CommonArea Costs......................................................................................................................................................4 DamageNotice............................................................................................................................................................14 DefaultRate...................................................................................................................................................................3 EstimatedDelivery Date................................................................................................................................................l Eventof Default...........................................................................................................................................................16 GAAP..........................................................................................................................................................................12 GrossSales................................................................................................................................................................. Guarantor....................................................................................................................................................................1-1 HazardousMaterials....................................................................................................................................................23 including.......................................................................................................................................................................1 Initial Liability Insurance Amount...............................................................................................................................u InitialMonthly Payment of Rent..................................................................................................................................ii InsuranceCosts............................................................................................................................................................12 Landlord.........................................................................................................................................................................i Landlord's Mortgagee..................................................................................................................................................13 Landlord's Work............................................................................................................................................................I Law....................... .........................................................................................................I............................. Lease..............................................................................................................................................................................I LeaseDate.............. ......................................................................................................................................................i LeaseMonth............................................................................................................................................................... .. Loss............................................................................................................................................................................. 12 MinimumRent.............................................................................................................................................................13 Mortgage............................................................................................................................................. OFAC ...............................................................................................................................................................10 PermittedTransfer................................................................................................................................... PermittedTransferee....................................................................................................................................................10 PermittedUse.................................................................................................................................................................i Premises........................................................................................................................................................................ Primary Lease.................................................................................................................................. 13 PunchlistItems.........................................................................................................................................................G-1 Rent............................................................................................................................................................................... 14 RepairPeriod.................................................................................................................................... SecurityDeposit.............................................................................................................................................................i Shopping Center......................................................................................................................................................... .. 14 Taking..................................................................................................................................................................... TangibleNet Worth......................................................................................................................................................l 1 TaxPayments..............................................................................................................................................................16 Taxes...........................................................................................................................................................................22 TelecommunicationsServices.................................................................................................................................... v LIST OF DEFINED TERMS (continued) Page No.or Exhibit No. Tenant.............................................................................................................................................................................i TenantParty...................................................................................................................................................................1 Tenant's Off-Premises Equipment................................................................................................................................ 1 Tenant's Proportionate Share........................................................................................................................................ Tenant's Work................................................................................................................................................................t Term...............................................................................................................................................................................i TradeName..................................................................................................................................................................ii Transfer.........................................................................................................................................................................9 UCC.............................................................................................................................................................................18 vi LEASE This Lease Agreement (this "Lease") is entered into as of 2021, between CH Retail Fund II/Chicago Clearwater,L.L.C.,a Delaware limited liability company("Landlord"),and BBQ Ventures,Inc.,a Minnesota corporation d/b/a Real Urban BBQ("Tenant"). I. Definitions and Basic Provisions. The definitions and basic provisions set forth in the Basic Lease Information (the "Basic Lease Information") set forth above are incorporated herein by reference for all purposes. Additionally,the following terms shall have the following meanings when used in this Lease: "Affiliate" means any person or entity which,directly or indirectly,controls,is controlled by,or is under common control with the party in question; "!Building's Structure" means the Building's exterior walls, roof, elevator shafts (if any), footings, foundations, structural portions of load-bearing walls, structural floors and subfloors, and structural columns and beams; "Building's Systems" means the Building's HVAC system (if it serves portions of the Shopping Center in addition to or other than the Premises) and the Building's lift-safety, plumbing,electrical and mechanical systems; "including" means including, without limitation; "Laws" means all federal, state, and local laws,ordinances,rules and regulations, all court orders,governmental directives, and governmental orders and all interpretations of the foregoing,and all restrictive covenants affecting this Lease or the Shopping Center,and"Law" means any of the foregoing; "Tenant's Off-Premises Equipment" means any of Tenant's equipment or other property that may be located on or about the Shopping Center(other than inside the Premises);and "Tenant Party" means any of the following persons: Tenant; any assignees claiming by,through,or under Tenant;any subtenants claiming by,through,or under Tenant;and any of their respective agents,contractors,employees,licensees,guests and invitees. 2. Premises;Construction. (a) Lease Grant. Subject to the terms of this Lease,Landlord leases to Tenant,and Tenant leases from Landlord,the Premises. (b) Construction and Acceptance of Premises. If Exhibit D hereto provides for Work to be performed by Landlord, then Landlord shall construct improvements in the Premises to the extent provided in Exhibit D (such Work, if any, to be performed by Landlord being herein sometimes referred to as "Landlord's Work"). Tenant shall accept possession of the Premises upon Landlord's tender of possession thereof to Tenant (with Landlord's Work, if any, Substantially Completed)and shall diligently perform the Work, if any, required to be performed by Tenant pursuant to Exhibit D (such Work, if any, to be performed by Tenant being herein sometimes referred to as "Tenant's Work") in accordance with Section 7 and Exhibit D and install its fixtures, furniture and equipment. Tenant shall pay all utility and similar costs incurred in performing Tenant's Work. By initiating Tenant's Work in the Premises (or if no Tenant's Work is to be performed by Tenant,then by occupying the Premises), Tenant shall be deemed to have accepted the Premises in their condition as of the date of such initiation of Tenant's Work (or the date of such occupancy, as the case may be), subject to the performance of punch-list items that remain to be performed by Landlord,if any. Occupancy of the Premises by Tenant prior to the Commencement Date shall be subject to all of the provisions of this Lease excepting only those requiring the payment of Minimum Rent and Additional Rent. (c) 'fender of Possession. Landlord and Tenant anticipate that possession of the Premises will be tendered to Tenant in the condition required by this Lease on or about the Lease Date (the "Estimated Delivery Date"). If Landlord is unable to tender possession of the Premises in such condition to Tenant by the Estimated Delivery Date,then(1)the validity of this Lease shall not be affected or impaired thereby,(2)Landlord shall not be in default hereunder or be liable for damages therefor, and (3)Tenant shall accept possession of the Premises when Landlord tenders possession thereof to Tenant. Within ten days after request by Landlord, Tenant shall execute and deliver to Landlord a letter substantially in the form of Exhibit G hereto confirming (A)the Commencement Date and the expiration date of the initial Term, (B)that Tenant has accepted the Premises, and (C)that Landlord has performed all of its obligations (if any) with respect to the Premises (except for punch-list items, if any,specified in such letter); however,the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise invalidate this Lease. Tenant shall furnish to Landlord a certificate of occupancy from applicable authorities before commencing business in the Premises. RETAIL LEASE,Page l e i 3. Rent. l (a) Payment. Tenant shall timely pay to Landlord Rent,without notice,demand,deduction or set-off(except as otherwise expressly provided herein)by good and sufficient check drawn on a national banking association, at Landlord's address provided for in this Lease or as otherwise specified by Landlord and shall be accompanied by all applicable state and local sales or use taxes. The obligations of Tenant to pay Rent to Landlord and the obligations of Landlord under this Lease are independent obligations. j (b) Minimum Rent. Minimum Rent shall be payable monthly in advance. The first frill payable monthly installment of Minimum Rent (to be applied to Lease Month 7) shall be payable contemporaneously with the execution of this Lease;thereafter,Minimum Rent shall be payable on the first day of each month beginning on the first day of the 811 Lease Month. The monthly Rent for any partial month at the beginning of the Term shall equal the product of 1/365 of the annual Rent in effect during the partial month and the number of days in the partial month, and shall be due on the Commencement Date. Payment of Rent for any i fractional calendar month at the end of the Term shall be similarly prorated. If Tenant has not opened for business in the Premises by the Commencement Date,then the daily Minimum Rent shall be increased by 50%until Tenant does open for business. (c) Intentionally Deleted. (d) Gross Sales. As used herein,the term "Gross Sales"shall include the entire amount of the sales price, whether for cash or otherwise, of all sales of merchandise (including gift and merchandise € certificates) and services, and all other receipts whatsoever (including interest, time price differential, finance charges, service charges, credit and layaway sales), of all business conducted in or from the Premises, including mail, telephone or internet orders delivered from or received or filled at the Premises, deposits not refunded to t purchasers, orders taken, although filled elsewhere, sales to employees, sales through vending machines or other devices,sales by any sublessee, concessionaire or licensee or otherwise in the Premises, and proceeds of business interruption or similar insurance. No discounts shall be deducted from any actual sale price for any selected f category of customer. Each sale or layaway upon installment or credit shall be treated as a sale for the full price in the month during which such sale was made. No deduction shall be allowed for uncollected or uncollectible credit accounts, service charges, finance charges, bank card charges or postage fees. Gross Sales shall not include (1)sums collected and paid out for any sales or direct excise tax imposed by any governmental authority,(2)the exchange of merchandise between other stores of Tenant where such exchanges are made solely for the convenient operation of Tenant's business and not for the purpose of consummating a sale made from the Premises or to deprive Landlord of the benefit of a sale which otherwise would be made from the Premises, (3)returns to shippers or manufacturers, (4)cash or credit refunds to customers for goods previously included in Gross Sales, (5)sales to Tenant's employees,or(6)sales of Tenant's fixtures. (c) Sales Reports and Records. By the 10th day of each month Tenant shall deliver to Landlord a statement of Gross Sales for the preceding calendar month and for the calendar year to date,certified by Tenant to be accurate,such statement shall reflect total Gross Sales and Gross Sales per rentable square foot of area in the Premises. Within 60 days after the expiration of each calendar year and within 60 days after termination of this Lease, Tenant shall deliver to Landlord a like statement of Gross Sales for the preceding calendar year (or partial calendar year),certified to be correct by an independent certified public accountant or by an officer of Tenant if Tenant is a publicly held corporation. Tenant shall furnish similar statements for any licensees, concessionaires and subtenants. All such statements shall be in such form and shall be accompanied by such supporting information as Landlord may require. If Tenant fails to timely furnish any Gross Sales statement,Landlord may charge a fee of twenty-five dollars($25.00)per day until the required statement is furnished,from and after the 10th day following the date on which such statement was due. Tenant shall record at the time of sale,in the presence of the customer, all receipts from sales or other transactions in a cash register having a cumulative total which shall be sealed in a manner approved by Landlord, or by using other computerized, point-of-sale equipment provided that such 1 equipment and the records produced thereby are adequate to enable the proper computation of Gross Sales. Tenant shall keep at the Premises or at Tenant's principal office within the United States a complete and accurate set of books and records of Gross Sales and all supporting records such as tax reports,banking records,cash register tapes, sales slips and other sales records,which shall be preserved for at least 36 months after the end of the calendar year to which they relate, and if Landlord shall inspect, copy and/or audit Tenant's statements for such calendar year, i RETAIL LEASE,Page 2 i such books, records and evidence shall continue to be preserved until such inspection and/or audit has been concluded. Landlord and its agents may,at any reasonable time, inspect, copy and/or audit any or all of Tenant's books and accounts, documents, records, sales tax returns, papers and files, which shall in any manner relate to Gross Sales, and at Landlord's request, Tenant shall make all such data available for such examination at such reasonable times as landlord shall specify. If any Gross Sales statements are not submitted by Tenant or if the statements submitted are found to be incorrect to an extent of more than three percent (3%) over the figures submitted by Tenant, Tenant shall pay for Landlord's inspection or audit on demand. Additionally, if such audit reflects that the statements submitted by Tenant are incorrect to an extent of more than ten percent(10%)over the figures submitted by Tenant,then Landlord,in addition to all other remedies,may terminate this Lease upon giving five days'written notice thereof to Tenant. (f) Additional Rent. In addition to Minimum Rent,Tenant shall pay,as"Additional Rent" hereunder: (1)Tenant's Proportionate Share of Common Area Costs, as set forth in Section 6(b , (2)T'enant's Proportionate Share of Insurance Costs,as set forth in Section 10(e),and(3)Tenant's Proportionate Share of Taxes, as set forth in Section ISM).Tenant's Additional Rent obligations shall continence on the first day of Lease Month 4 of the Term. 4. Delinquent Payment; Handlint: Chaises. All payments required of Tenant hereunder not received within three business days of the due date shall bear interest from the date due until paid at the lesser of eighteen percent per annum or the maximum lawful rate of interest(such lesser amount is referred to herein as the "Default Rate"); additionally, landlord, in addition to all other rights and remedies available to it, may charge Tenant a fee equal to five percent of the delinquent payment to reimburse Landlord for its cost and inconvenience incurred as a consequence of Tenant's delinquency. In no event, however, shall the charges permitted under this Section 4 or elsewhere in this Lease,to the extent they are considered to be interest under applicable Law, exceed the maximum lawful rate of interest. Notwithstanding the foregoing, the late fee referenced above shall not be charged with respect to the first occurrence (but not any subsequent occurrence) during any 12-month period that Tenant fails to make payment within three business days of the due date, until five days after Landlord delivers written notice of such delinquency to Tenant. 5. Security Deposit. Contemporaneously with the execution of this Lease, Tenant shall pay to Landlord the Security Deposit, which shall be held by Landlord to secure Tenant's performance of its obligations under this Lease. The Security Deposit is not an advance payment of Rent or a measure or limit of Landlord's damages upon an Event of Default(as defined herein). Landlord may, from time to time following an Iivent of Default and without prejudice to any other remedy, use all or a part of the Security Deposit to perform any obligation Tenant fails to perform hereunder. Following any such application of the Security Deposit,Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. Subject to the requirements of,and conditions imposed by,Laws applicable to security deposits under commercial leases, Landlord shall, within the time required by applicable Law, return to Tenant the portion of the Security Deposit remaining after deducting all damages,charges and other amounts permitted by Law. Landlord and Tenant agree that such deductions shall include,without limitation,all damages and losses that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach of this Lease by Tenant. The Security Deposit may be commingled with other funds,and no interest shall be paid thereon. If Landlord transfers its interest in the Premises,Landlord will assign the Security Deposit to the transferee and,upon such transfer and the delivery to Tenant of an acknowledgement of the transferee's responsibility for the Security Deposit as provided by Law, Landlord thereafter shall have no further liability for the return of the Security Deposit. 6. Common Area. (a) Common Area. As used herein,the "Common Area" means the part of the Shopping Center designated by Landlord from time to time for the common use of all tenants, including parking areas, sidewalks, landscaping, curbs, loading areas, private streets and alleys, lighting facilities, hallways, malls, and restrooms, all of which are subject to Landlord's sole control. Landlord may from time to time: change the dimensions and location of the Common Area,as well as the location,dimensions,identity and type of buildings; construct additional buildings or additional stories on existing buildings or other improvements in the Shopping Center; and eliminate buildings. Tenant and its employees, customers, subtenants, licensees and concessionaires shall have a non-exclusive license to use the Common Area in common with Landlord, other tenants of the RETAIL LEASE,Page 3 i Shopping Center and other persons permitted by Landlord to use the same. Landlord may promulgate and modify from time to time rules and regulations for the safety, care or cleanliness of the Shopping Center which shall be complied with by Tenant and its employees,agents,visitors and invitees. Landlord may temporarily close any part of the Common Area for such periods of time as may be necessary to prevent the public from obtaining prescriptive rights or to make repairs or alterations. Landlord may designate areas in which Tenant's employees shall be required to park,and Tenant shall cause its employees to park in such areas. (b) Common Area Costs. Tenant shall pay its Proportionate Share of the costs incurred by Landlord in owning,operating, administering, repairing,replacing, improving and maintaining the Common Area, plus an administration charge of fifteen percent (15%) of all such costs (collectively, "Common Area Costs"). Common Area Costs shall include the items specified on Exhibit C. Tenant's Proportionate Share of Common Area Costs shall he paid in monthly installments, concurrently with Minimum Rent, based upon Landlord's good faith estimate,from time to time,of Common Area Costs. Tenant's initial payment is based upon Landlord's estimate of Common Area Costs for the year in question,and the monthly payments thereof(and future payments)are subject to increase or decrease as determined by Landlord from time to time to reflect an accurate estimate of actual Common Area Costs. Within 120 days(or a reasonable time thereafter)after the end of each calendar year,landlord shall deliver to Tenant a statement of Common Area Costs for such calendar year and Tenant shall pay Landlord or Landlord shall credit Tenant(or,if such adjustment is at the end of the Term,pay Tenant),within 30 days of receipt of such statement, the amount of any excess or deficiency in Tenant's payment of its Proportionate Share of Common Area Costs for such calendar year. (c) Tenant's Propoilionate Share. Notwithstanding any contrary provision herein, in calculating Tenant's Proportionate Share of certain items (or components thereof), the following provisions shall apply: (1)in the case of Common Area Costs,the rentable area of the Shopping Center(as used in the calculation of Tenant's Proportionate Share)shall exclude(A)the rentable square feet of premises occupied by ground lessees or owners of outparcels within the Shopping Center who do not contribute on a Proportionate Share basis to the Shopping Centers Common Area Costs because they are obligated to maintain separately certain common areas appurtenant to their ground leased or owned premises,and(B)with regard to specific Common Area Cost items,the rentable square feet of all other tenants in the Shopping Center who do not include such items within the calculation of such other tenant's share of Common Area Costs because such other tenants are individually responsible for the item in question(e.g.,if an anchor tenant provides for its own landscaping and the cost of landscaping is not part of such tenant's Common Area Cost obligation,that tenant's rentable square feet shall be excluded from the rentable area of the Shopping Center in determining Tenant's Proportionate Share of landscaping costs); (2)in the case of Insurance Costs, Tenant's Proportionate Share of Landlord's cost of casualty insurance shall exclude from the rentable area of the Shopping Center(used in the calculation of Tenant's Proportionate Share) the rentable square feet of any building in the Shopping Center which is separately insured by the tenant of such building,and which tenant as a result does not contribute to Landlord's cost of casualty insurance;and(3)in the case of Taxes,Tenant's ' ble area of the Shopping Center(used in the calculation of Proportionate Share of Taxes shall exclude from the renta Tenant's Proportionate Share) the rentable square feet of any leased building in the Shopping Center which is separately assessed and whose tenant pays such separately assessed tax amount pursuant to its lease in lieu of paying a Proportionate Share of Taxes assessed for the Shopping Center as a whole. If buildings are added to or removed from the Shopping Center,or additional areas are leased to tenants whose rentable square footage is excluded from the rentable area of the Shopping Center under the foregoing calculations, Tenant's Proportionate Share shall be appropriately adjusted. 7. Improvements;Alterations;Repairs;Maintenance;Utilities. (a) linyrovements; Alterations. Except for Landlord's Work (if any) to be performed pursuant to Exhibit D,all alterations and improvements to the Premises shall be installed at Tenant's expense only in accordance with plans and specifications which have been previously approved in writing by Landlord, which approval shall be governed by the provisions set forth in this Section 7(a). No alterations in or to the Premises may be made without Landlord's prior written consent,which shall not be unreasonably withheld or delayed; however, Landlord may withhold its consent to any alteration or addition that would adversely affect (in the reasonable discretion of landlord)the(I)Building's Structure or the Building's Systems(including the Building's restrooms or mechanical rooms),(2)exterior appearance of the Building,(3)appearance of the Common Area,or(4)provision of services to other occupants of the Shopping Center. All alterations, additions, and improvements shall be RETAIL LEASE,Page 4 i a constructed, maintained, and used by Tenant, at its risk and expense, in accordance with all laws; Landlord's consent to or approval of any alterations, additions or improvements(or the plans therefor) shall not constitute a representation or warranty by Landlord, not Landlord's acceptance, that the same comply with sound architectural and/or engineering practices or with all applicable Laws,and Tenant shall be solely responsible for ensuring all such compliance. (b) Repairs, Maintenance. Tenant shall maintain the Premises in a clean, safe, and operable condition,and shall not permit or allow any damage to any portion of the Premises. Without limiting the foregoing,Tenant shall (1)maintain the interior walls and the interior surfaces of exterior walls(including painting and other treatment thereof), store fronts, plate glass windows, doors, door closure devices, window and door frames, molding,locks and hardware, floors, floor coverings and ceiling, (2)maintain, repair and replace all plate and other glass,(3)furnish,maintain and replace all electric light bulbs,tubes and tube casings,and(4)maintain all plumbing and electrical systems and all equipment (including all air conditioning, heating and ventilating equipment) and fixtures within or serving the Premises, Tenant's Off-Premises Equipment and all areas, improvements and systems exclusively serving the Premises, in each case, in good operating order and condition and in accordance with all Laws and the equipment manufacturers'suggested service programs;and Tenant shall,at its sole cost and expense,make all needed repairs and replacements to all of the foregoing items. If Landlord elects, Tenant shall enter into a preventive maintenance/service contract with a maintenance contractor approved by Landlord for servicing all air conditioning,heating and ventilating equipment serving the Premises. At Landlord's option,Landlord may enter into such a service contract covering Tenant's equipment along with other tenants of the Shopping Center,the cost of which will be included in Common Area Costs. Tenant shall keep all plumbing units, pipes and connections free from obstruction and protected against ice and freezing. Tenant shall be responsible for the cleaning and maintenance of any grease trap serving the Premises and shall enter into,and furnish to Landlord upon request a copy of,a grease trap cleaning and maintenance contract reasonably acceptable to Landlord. Tenant shall repair or replace, subject to Landlord's direction and supervision, any damage to the Shopping Center caused by a Tenant Party. If Tenant fails to make such repairs or replacements within five business days after written notice from Landlord(or such longer period as may be reasonably required provided Tenant commences to perform such required repairs or replacements within such five business-day period and proceeds diligently to completion), then Landlord may make the same at Tenant's cost. If any such damage occurs outside of the Premises,then Landlord may elect to repair such damage at Tenant's expense,rather than having Tenant repair such damage. The reasonable costs of all maintenance, repair or replacement work performed by Landlord under this Section 7 shall be paid by Tenant to Landlord within 30 days after Landlord has invoiced Tenant therefor. (c) Performance of Work. All work described in this Section 7 shall be performed only by Landlord or by contractors and subcontractors approved in writing by landlord, which approval will not be unreasonably withheld for contractors and subcontractors that maintain the insurance coverage required by Landlord. Tenant shall cause all contractors and subcontractors to procure and maintain insurance coverage naming Landlord, Landlord's property management company and Landlord's asset management company as additional insureds against such risks,in such amounts,and with such companies as Landlord may reasonably require. Tenant shall provide Landlord with the identities,mailing addresses and telephone numbers of all persons performing work or supplying materials prior to beginning such construction and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable Laws. All such work shall be performed in accordance with all Laws and in a good and workmanlike manner so as not to damage the Shopping Center(including the Premises,the Building's Structure and the Building's Systems). All such work which may affect the Building's Structure or the Building's Systems must be approved by the Building's engineer of record, at Tenant's expense and, at Landlord's election, must be performed by Landlord's usual contractor for such work. All work affecting the Building roof must be performed by Landlord's roofing contractor and will not be permitted if it would void or reduce the warranty on the roof. (d) Mechanic's Liens. All work performed,materials furnished,or obligations incurred by or at the request of a Tenant Party shall be deemed authorized and ordered by Tenant only, and Tenant shall not permit any mechanic's liens to be filed against the Premises or the Shopping Center in connection therewith. Upon completion of any such work,Tenant shall deliver to Landlord final lien waivers from all contractors,subcontractors and materialmen who performed such work. If such a lien is filed,then Tenant shall,within tcn days after Landlord has delivered notice of the filing thereof to Tenant(or earlier as necessary to prevent the forfeiture of the Shopping Center or any interest of Landlord therein or the imposition of any fine with respect thereto), either (1)pay the RETAIL LEASE.,Page 5 amount of the lien and cause the lien to be released of record, or (2)diligently contest such lien and deliver to Landlord a bond or other security reasonably satisfactory to Landlord, If Tenant fails to timely take either such action, then Landlord may pay the lien claim, and any amounts so paid, including expenses and interest, shall be paid by Tenant to Landlord within ten days after Landlord has invoiced Tenant therefor. Landlord and Tenant acknowledge and agree that their relationship is and shall be solely that of"landlord-tenant"(thereby excluding a relationship of"owner-contractor," "owner-agent" or other similar relationships). Accordingly, all materialmen, contractors, artisans, mechanics, laborers and any other persons now or hereafter contracting with Tenant, any contractor or subcontractor of Tenant or any other Tenant Party for the furnishing of any labor,services,materials, supplies or equipment with respect to any portion of the Premises,at any time during the Term,are hereby charged with notice that they look exclusively to Tenant to obtain payment for same. Nothing herein shall be deemed a consent by Landlord to any liens being placed upon the Shopping Center or Landlord's interest therein due to any work performed by or for Tenant or deemed to give any contractor or subcontractor or materialman any right or interest in any funds held by Landlord to reimburse'tenant for any portion of the cost of such work. Tenant shall defend, indemnify and hold harmless Landlord and its agents and representatives from and against all claims, demands, causes of action, suits,judgments, damages and expenses (including attorneys' fees) in any way arising from or relating to the failure by any Tenant Party to pay for any work performed,materials furnished,or obligations incurred by or at the request of a Tenant Party. This indernnity provision shall survive termination or expiration of this Lease. (e) Use of Roof. The roof above the Premises is not part of the Premises and is exclusively reserved to Landlord, and Tenant shall not go on the roof nor install any antennae, satellite dish or other improvements on the roof without Landlord's prior written consent. Subject to inclusion as a Common Area Cost,as applicable,Landlord shall be responsible for all repairs to the roof. (f) Signs;Store Fronts. Tenant shall not,without Landlord's prior written consent(1)make any changes to or paint the store front; or(2)install any exterior lighting,decorations or paintings; or(3)erect or install any signs,banners,window or door lettering, placards,decorations or advertising media of any type visible from the exterior or interior of the Premises. All signs,decorations and advertising media shall conform to the sign criteria attached as Exhibit E. Landlord may designate a uniform type of sign for the Shopping Center to be installed and paid for by Tenant. Tenant shall,on or before the Commencement Date,install all signs in accordance with Exhibit E. At the end of the Term or upon termination of Tenant's right to possess the Premises,or upon the removal or alteration of a sign for any reason, Tenant shall repair,paint,and/or replace the building fascia surface where signs are attached. (g) Utilities. Landlord shall provide and maintain the facilities necessary to supply water, electricity,gas(if applicable),telephone service and sewerage service to the Premises. Tenant shall be responsible for providing any meters or other devices for the measurement of utilities supplied to the designated point of service. Tenant shall promptly pay all charges for electricity, water, gas, telephone service, sewerage service and other utilities furnished to the Premises(including all tap fees and similar assessments made in connecting the Premises to such utilities)and any maintenance charges therefor. Landlord shall not be liable to Tenant,any Tenant Party or any other person or entity whatsoever,for abatement of rent as a result of,or for any other loss or damages whatsoever occurring in connection with,any interruption or failure whatsoever in utility services,and Tenant shall comply with all provisions of this Lease notwithstanding any such failure or interruption. 8. Use and Care of the Premises. (a) Use and operations. Tenant shall continuously occupy and use the Premises only for the Permitted Use,using only the Trade Name,and shall comply with all Laws relating to this Lease and/or the use, maintenance, condition, access to, and occupancy of the Premises and will not commit waste, overload the Building's Structure or the Building's Systems or subject the Premises to use that would damage the Premises. Tenant shall,in good faith,continuously throughout the Term carry on in the entire Premises the type of business for which the Premises are leased,operating its business with a complete line and sufficient stock of new merchandise of current style and type,attractive displays,and in an efficient and reputable manner so as to produce the maximum amount of Gross Sales,and shall,except during reasonable periods for repairing,cleaning and decorating,keep the Premises open for business with adequate and competent personnel in attendance on all days and during all hours (including evenings)established by Landlord from time to time as store hours for the Shopping Center(which shall RETAIL,LEASE,Page 6 i I I in no event be less than from 11:00 a.m. to 8:00 p.m. every day except holidays), and during any other days and hours when the Shopping Center is generally open to the public for business, except to the extent Tenant may be prohibited from being open for business by applicable Law. (b) Impact on Insurance. The Premises shall not be used for any use that is disreputable, creates extraordinary fire hazards,or results in an increased rate of insurance on the Shopping Center or its contents, or for the storage of any Hazardous Materials(other than those in normal commercial and retail applications or sold as retail consumer products and then only in compliance with all Laws). If, because of a Tenant Party's acts or because Tenant vacates the Premises, the rate of insurance on the Shopping Center or its contents increases, then Tenant shall pay to Landlord the amount of such increase on demand, and acceptance of such payment shall not waive any of Landlord's other rights. (c) Limitations on Operations. Tenant shall conduct its business and control each other Tenant Party so as not to create any nuisance or unreasonably interfere with other tenants,invitees,or Landlord in its management of the Shopping Center. Tenant shall not conduct or operate within or about the Premises any(1)fire, auction,bankruptcy or "going out of business" sales,(2)a "wholesale" or "factory outlet" store, (3)a cooperative store,(4)a"second hand"store,(5)a "flea market" store,(6)a "surplus"store,or(7)a store commonly referred to as a"discount house." Tenant shall not advertise that it sells products or services at"discount," "cut-price"or"cut- rate" prices. Tenant shall not (A)permit any objectionable or unpleasant odors to emanate from the Premises; (13)place or permit any radio,television, loudspeaker or amplifier on the roof or outside the Premises or where the same can be seen or heard from outside the Building or in the Common Area;(C)place an antenna,awning or other projection on the exterior of the Premises;(D)solicit business or distribute leaflets or other advertising material in the Common Area; (E)take any other action that would constitute a nuisance or would disturb or endanger other tenants of the Shopping Center or unreasonably interfere with their use of their respective premises; or (F)do i anything that would tend to injure the reputation of the Shopping Center. Furthermore, the Premises may not be used in any manner that would violate any exclusive use covenant or use restriction then in effect for the benefit of any tenant of the Shopping Center or violate any restrictive covenants or other covenants and restrictions then affecting the Shopping Center. If Landlord,in its sole but reasonable discretion, incurs any expense in connection with any Tenant Party's violation of this Section, Tenant shall immediately reimburse Landlord all of Landlord's reasonable expenses therefor within 30 days following demand therefor. (d) Care of the Premises. Tenant shall take good care of the Premises and shall keep the Premises clean,safe and free from deterioration and waste,and shall maintain the Premises,and conduct all business therein, in accordance with this Lease and all Laws and lawful directions of proper police officials. Additionally, Tenant shall keep the Premises and sidewalks,serviceways and loading areas adjacent to the Premises neat, clean and free from dirt, rubbish,insects and pests at all times. Tenant will store all trash and garbage within the area designated by landlord for trash pickup and removal,in receptacles of the size,design and color from time to time prescribed by Landlord and shall,at its sole expense,arrange for the regular pickup of such trash and garbage at a frequency determined by Landlord. Receiving and delivery of goods and merchandise and removal of garbage and trash shall be made only in die manner and areas from time to time prescribed by Landlord. Landlord may arrange for collection of all trash and garbage and,should Landlord exercise such election,the cost thereof will be included in Common Area Costs. Tenant shall not operate an incinerator or burn trash or garbage within the Shopping Center. Tenant shall, at Tenant's sole cost and expense, obtain and maintain in effect at all times a pest control service to regularly exterminate the Premises for all pests. Such service shall exterminate the Premises as necessary to keep the Premises reasonably free from pests. If Tenant fails to provide such service to Landlord's reasonable satisfaction,Landlord shall have the right,but not the obligation,to provide such pest control as landlord,in its sole discretion,deems appropriate,and Tenant shall be liable for all reasonable costs thereof and all shall pay all such amounts to Landlord upon demand. (e) Display Windows. Tenant shall maintain all display windows in a neat, attractive condition(as determined by Landlord in its sole but reasonable discretion),and shall keep all display windows and exterior electric signs in front of the Premises lighted from dusk until 10:00 p.m.every day,including Sundays and holidays. landlord reserves the right to connect all canopy signs in the Shopping Center, including Tenant's,to a common electrical line controlled by Landlord, in order to control the hours during which such signs are kept lighted, and all charges for the installation, maintenance and repair of such electrical line,as well as all electrical usage charges associated therewith,shall be included in Common Area Costs. RETAIL LEASE,Page 7 (f) Permits and Licenses. Tenant shall procure,at its sole expense,all permits and licenses required for its operations and the transaction of business in the Premises. (g) Allocation of Space within Premises. Tenant shall warehouse, store or stock on the Premises only such goods, wares and merchandise as Tenant intends to offer for sale at retail in or from the Premises, and as is permitted under this Lease,and Tenant may use for office or non-selling purposes only such space as is reasonably required for Tenant's business. In no event,however,shall the aggregate amount of space in the Premises utilized for office or non-selling purposes exceed 20% of the gross leasable area of the Premises. Without limiting the generality of the foregoing, areas used for the storage or stocking of inventory which are not publicly displayed shall be deemed used for"non-selling"purposes. (h) Open for Business. If Tenant shall fail to (1)open for business to the public in the Premises fixtured,stocked and staffed as herein provided on the Commencement Date,(2)open and remain open for business as herein provided during such hours as herein required, or (3)maintain during such hours a staff of employees and stock of merchandise as herein required, the same shall constitute an Event of Default hereunder without the necessity of any notice thereof from Landlord to Tenant. (i) No Solicitations. Tenant shall not engage in,nor permit its employees,agents,Affiliates or customers to engage in, solicitations, demonstrations or other activities inconsistent with first-class stropping center standards. (j) Compliance with Law. (1) Existing Laws. If any Laws in existence as of the date of this Lease require an alteration or modification of the Premises (a "Code Modification")and such Code Modification (i)is not made necessary as a result of the specific use being made by Tenant of the Premises(as distinguished from an alteration or improvement which would be required to be made by the owner of any building comparable to the Shopping Center irrespective of the use thereof by any particular occupant),and(ii)is not made necessary as a result of any alteration of the Premises by Tenant,then such Code Modification shall be performed by Landlord at Landlord's sole cost and expense. (2) Governmental Regulations—Landlord Responsibility. If, as a result of one or more Laws that are not in existence as of the date of this Lease,it is necessary from time to time during the Term, to perform a Code Modification to the Shopping Center that (i) is not made necessary as a result of the specific use being made by Tenant of the Premises(as distinguished from an alteration or improvement which would be required to be made by the owner of any building comparable to the Shopping Center irrespective of the use thereof by any particular occupant),and(ii) is not made necessary as a result of any alteration of the Premises by Tenant, such Code Modification shall be performed by landlord and cost thereof shall be included as Common Area Costs. (3) Governmental Regulations—Tenant Responsibility. If,as a result of one or more laws,it is necessary from time to time during the Term,to perform a Code Modification to the Shopping Center that is made necessary as a result of the specific use being made by Tenant of the Premises or as a result of any alteration of the Premises by Tenant, such Code Modification shall be the sole and exclusive responsibility of Tenant in all respects,provided,however,Tenant shall have the right to retract its request to perform a proposed alteration in the event that the perfornrance of such alteration would trigger the requirement for a Code Modification. 9. Assignment and Subletting. (a) Transfers. Except as provided in Section 9(h), Tenant shall not, without the prior written consent of Landlord, (1)assign, transfer, or encumber this Lease or any estate or interest herein,whether directly or by operation of law,(2)permit any other entity to become Tenant hereunder by merger,consolidation,or RETAIL LEASE,Page 8 other reorganization, (3)if Tenant is an entity other than a corporation whose stock is publicly traded,permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant,(4)sublet any portion of the Premises, (5)grant any license, concession, or other right of occupancy of any portion of the Premises, or (6)permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 91a1(I)through Qja)6)being a"Transfer"). (b) Consent Standards. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises,provided that the proposed transferee(1)is creditworthy,(2)has a good reputation in the business community, (3)will use the Premises only for the Permitted Use and will not use the Premises in any manner that would violate any exclusive use covenant or use restriction then in effect for the benefit of any tenant of the Shopping Center or violate any restrictive covenants or other covenants, conditions and restrictions then affecting the Shopping Center,(4)does not engage in a business that competes with the business of any of the then-existing tenants of the Shopping Center,(5)does not have excessive parking requirements,(6)is not a governmental entity,or subdivision or agency thereof,(7)is not another occupant of the Shopping Center,(8)is in compliance with the regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including those named on OFAC's Specially Designated Nationals and Blocked Persons List) and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit,Threaten to Commit or Support Terrorism),or other governmental action relating thereto; and (9)is not a person or entity with whom Landlord is then, or has been within the six month period prior to the time Tenant seeks to enter into such assignment or subletting,negotiating to lease space in the Shopping Center or any Affiliate of any such person or entity; otherwise,landlord may withhold its consent in its sole discretion. Additionally,Landlord may withhold its consent to any proposed Transfer if any Event of Default by Tenant then exists. (c) Request for Consent. At least 15 business days prior to the effective date of the proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed documentation, and the following information about the proposed transferee; name and address of the proposed transferee and any entities and persons who own,control or direct the proposed transferee;reasonably satisfactory information about its business and business history;its proposed use of the Premises;banking,financial,and other credit information;and general references sufficient to enable Landlord to determine the proposed transferee's creditworthiness and character. Within 30 days after written notice from Landlord,Tenant will reimburse Landlord for its reasonable attorneys'fees incurred in connection with considering any request for consent to a Transfer,not to exceed$2,500 per request for consent. (d) Conditions to Consent. If Landlord consents to a proposed Transfer, the proposed transferee shall deliver to Landlord a written agreement expressly assuming 't'enant's obligations hereunder; however, any transferee of less than all the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease;Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's rights as to any subsequent Transfers. If an Event of Default occurs while any part of the Premises are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant instructs its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default. 'Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment. (e) Attornment by Subtenants. Each sublease hereunder shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate,and each subtenant is deemed to have agreed that in the event of termination,re-entry or dispossession by Landlord under this Lease,Landlord may,at its option,take over all of the right,title and interest of Tenant,as sublandlord,under such sublease,and such subtenant shall,at Landlord's option,attorn to Landlord pursuant to the then executory provisions of such sublease,except that Landlord shall not be(1)liable for any previous act or omission of Tenant under such sublease,(2)subject to any counterclaim,offset or defense of such subtenant against Tenant,(3)bound by any previous modification of such sublease not approved by Landlord in writing or by any rent or additional rent or advance rent which such subtenant has paid for more than the current month to Tenant,and all such rent shall remain due and owing,(4)bound by any security or advance rental deposit made by such subtenant which is not delivered to Landlord and with respect to RETAIL LEASE,Page 9 i , t which such subtenant shall look solely to Tenant for refund or reimbursement,or(5)obligated to perforin any work in the subleased space or to prepare it for occupancy,and in connection with such attornment,the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed,automatically as a condition of its occupying or using any part of the Premises,to have agreed to be bound by the terms of this Section 9e . (f) Cancellation. Landlord may,within 30 days after receipt of Tenant's written request for Landlord's consent to an assignment or subletting,cancel this Lease as to the portion of the Premises proposed to be sublet or assigned as of the date the proposed Transfer is to be effective. If Landlord cancels this Lease as to any portion of the Premises, then this lease shall cease for such portion of the Premises and Tenant shall pay to Landlord all Rent accrued through the cancellation date relating to such portion of the Premises. Thereafter, Landlord may lease such portion of the Premises to the prospective transferee (or to any other person) without liability to Tenant. (g) Additional Compensation. Tenant shall pay to Landlord, immediately upon receipt thereof, the excess of(1)all compensation received by Tenant for a Transfer less the actual out-of-pocket costs reasonably incurred by Tenant with unaffiliated third parties(i.e.,brokerage commissions and tenant finish work)in connection with such Transfer(such costs shall be amortized on a straight-line basis over the term of the Transfer in question)over(2)the Rent allocable to the portion of the Premises covered thereby. (h) Permitted Transfers. Notwithstanding Section 9 a),Tenant may Transfer all or part of its interest in this Lease or all or part of the Premises(a"Permitted Transfer")to the following types of entities(a "Permitted Transferee")without the written consent of Landlord: (1) an Affiliate of Tenant; (2) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity in which or with which Tenant, or its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as (A)Tenant's obligations hereunder are assumed by the entity surviving such merger or created by such consolidation;and(B)the Tangible Net Worth of the surviving or created entity is not less than the Tangible Net Worth of Tenant as of the date hereof;or (3) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity acquiring all or substantially all of Tenant's assets if such entity's Tangible Net Worth after such acquisition is not less than the Tangible Net Worth of Tenant as of the date hereof. Tenant shall promptly notify Landlord of any such Permitted Transfer. Tenant shall remain liable for the performance of all of the obligations of Tenant hereunder, or if Tenant no longer exists because of a merger, consolidation,or acquisition,the surviving or acquiring entity shall expressly assume in writing the obligations of Tenant hereunder. Additionally,the Permitted Transferee shall comply with all of the terms and conditions of this Lease,and the use of the Premises by the Permitted Transferee may not violate any other agreements affecting the Premises,the Shopping Center,Landlord or other tenants of the Shopping Center. No later than 30 days after the effective date of any Permitted Transfer,Tenant shall furnish Landlord with(A)copies of the instrument effecting such Permitted Transfer, (B)documentation establishing Tenant's satisfaction of the requirements set forth above applicable to any such Transfer,(C)evidence of insurance as required under this Lease with respect to the Permitted Transferee, and (D)evidence of compliance with the regulations of OPAC and any statute, executive order (including the September 24,2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit,Threaten to Commit,or Support Terrorism),or other governmental action relating thereto,including the name and address of the Permitted Transferee and any entities and persons who own, control or direct the Permitted Transferee. The occurrence of a Permitted'transfer shall not waive Landlord's rights as to any subsequent Transfers."Tan¢ible Net Worth"means the excess of total assets over total liabilities,in each case as determined in accordance with generally accepted accounting principles consistently applied("GAAP"),excluding,however,from the determination of total assets all assets which would be classified as intangible assets under GAAP including RETAIL LEASE,Page 10 goodwill, licenses, patents, trademarks, trade names, copyrights, and franchises. Any subsequent Transfer by a Permitted Transferee shall be subject to the terms of this Section 9. 10. Insurance;Waivers;Subrogation;Indemnity. (a) Tenant's Insurance. Effective as of the earlier of(1)the date Tenant enters or occupies the Premises, or (2)the Commencement Date and continuing throughout the Term, Tenant shall maintain the following insurance policies: (A)commercial general liability insurance in amounts of$3,000,000 per occurrence or, following the expiration of the initial Term, such other amounts as landlord from time to time reasonably requires (and, if the use and occupancy of the Premises include any activity or matter that is or may be excluded from coverage under a commercial general liability policy (e.g., the sale, service or consumption of alcoholic beverages], Tenant shall obtain such endorsements to the commercial general liability policy or otherwise obtain insurance to insure all liability arising fiom such activity or matter[including liquor liability, if applicable] in such amounts as Landlord may reasonably require), insuring Tenant, Landlord, Landlord's property management company, Landlord's asset management company and, if requested in writing by Landlord, Landlord's Mortgagee, against all liability for injury to or death of a person or persons or damage to property arising from the use and occupancy of the Premises and (without implying any consent by Landlord to the installation thereof) the installation,operation,maintenance,repair or removal of Tenant's Off-Premises Equipment,(B)insurance covering the full value of all alterations and improvements and betterments in the Premises,naming Landlord and Landlord's Mortgagee as additional loss payees as their interests may appear, (C)insurance covering the full value of all furniture,trade fixtures and personal property(including property of Tenant or others) in the Premises or otherwise placed in the Shopping Center by or on behalf of a Tenant Party(including Tenant's Off-Premises Equipment),(D) business automobile liability insurance written on an occurrence basis, including coverage for owned, non-owned and hired automobiles in the minimum amount of $1,000,000 per accident, (E)contractual liability insurance sufficient to cover Tenant's indemnity obligations hereunder(but only if such contractual liability insurance is not already included in Tenant's commercial general liability insurance policy), (F)worker's compensation insurance, and (G)business interruption insurance in an amount reasonably acceptable to Landlord. The commercial general liability insurance to be maintained by Tenant may have a deductible of no more than$5,000 per occurrence;the property insurance to be maintained by Tenant may have a deductible of no more than$50,000 per occurrence;and, all other insurance to be maintained by Tenant shall have no deductible. Tenant's insurance shall provide primary coverage to Landlord when any policy issued to Landlord provides duplicate or similar coverage;Landlord's policy will be excess over Tenant's policy. Tenant shall furnish to Landlord certificates of such insurance at least ten days prior to the earlier of the Commencement Date or the date Tenant enters or occupies the Premises,and at least 15 days prior to each renewal of said insurance,and Tenant shall notify Landlord at least 30 days before cancellation of any such insurance policies. All such insurance policies shall be in form reasonably satisfactory to Landlord, and issued by companies with an A.M. Best rating of A+:VII or better. If Tenant fails to comply with the foregoing insurance requirements or to deliver to Landlord the certificates or evidence of coverage required herein,and such failure continues for more than two business days after written notice from Landlord,Landlord, in addition to any other remedy available pursuant to this Lease or otherwise,may,but shall not be obligated to,obtain such insurance and Tenant shall pay to Landlord within 30 days after written notice from Landlord,the premium costs thereof,plus an administrative fee of 15%of such cost. (b) Landlord's Insurance. Throughout the Term of this Lease,Landlord shall maintain,as a minimum, the following insurance policies: (1)property insurance for the Shopping Center's replacement value (excluding property required to be insured by Tenant), less a commercially reasonable deductible if Landlord so chooses, and (2)commercial general liability insurance in an amount of not less than $3,000,000. Landlord may, but is not obligated to,maintain such other insurance and additional coverages as it may deem necessary. The cost of all insurance carried by Landlord with respect to the Shopping Center shall be included in Insurance Costs. The foregoing insurance policies and any other insurance carried by Landlord shall be for the sole benefit of Landlord and under Landlord's sole control, and Tenant shall have no right or claim to any proceeds thereof or any other rights thereunder. (c) No Subrogation.• Waiver of Property Claims. Landlord and Tenant each waives any claim it might have against the other for any damage to or theft,destruction,loss,or loss of use of any property,to the extent the same is insured against under any insurance policy of the types described in this Section 10 that covers the Shopping Center, the Premises, Landlord's or Tenant's fixtures,personal property, leasehold improvements, or RETAIL LEASE,Page I 1 I i i j business,or is required to be insured against under the terms hereof, regardless of whether the negligence of the other party caused such Loss (defined below). Additionally, Tenant waives any claim it may have against Landlord for any Loss to the extent such Loss is caused by a terrorist act. Each party shall cause its insurance carrier to endorse all applicable policies waiving the carrier's rights of recovery under subrogation or otherwise against the other party. Notwithstanding any provision in this Lease to the contrary, Landlord, its agents, employees and contractors shall not be liable to Tenant or to any party claiming by,through or under Tenant for(and Tenant hereby releases Landlord and its servants,agents,contractors,employees and invitees from any claim or responsibility for) any damage to or destruction,loss,or loss of use,or theft of any property of any Tenant Party located in or about the Shopping Center,caused by casualty,theft, fire, third parties or any other matter or cause, regardless of whether the negligence of any party caused such loss in whole or in part. Tenant acknowledges that Landlord shall not carry insurance on,and shall not be responsible for damage to,any property of any Tenant Party located in or about the Shopping Center. (d) Indemnity. Subject to Section 10[cl,Tenant shall defend,indemnify,and hold harmless Landlord and its representatives and agents from and against all claims,demands,liabilities,causes of action,suits, judgments,damages,and expenses(including reasonable attorneys'fees)arising from any injury to or death of any person or the damage to or theft, destruction, loss, or loss of use of, any property or inconvenience (a "Loss") (1)occurring in or on the Shopping Center(other than within the Premises)to the extent caused by the negligence or willful misconduct of any Tenant Party, (2)occurring in the Premises, or (3)arising out of the installation, operation, maintenance, repair or removal of any property of any Tenant Party located in or about the Shopping Center, including Tenant's Off-Premises Equipment. It being agreed that clauses(2)and (3) of this indemnity ` are intended to indemnify Landlord and its agents against the consequences of their own negligence or fault, even when Landlord or its agents are jointly, comparatively, contributively, or concurrently negligent with Tenant,and even though any such claim,cause of action or suit is based upon or alleged to be based upon the strict liability of Landlord or its agents; however,such indemnity shall not apply to the sole or gross negligence or willful misconduct of Landlord and its agents. The indemnities set forth in this Lease shall survive termination or expiration of this Lease and shall not terminate or be waived, diminished or affected in any manner by any abatement or apportionment of Rent under any provision of this Lease. If any proceeding is filed for which indemnity is required hereunder, the indemnifying party agrees, upon request therefor,to defend the indemnified party in such proceeding at its sole cost utilizing counsel satisfactory to the indemnified party. (e) Cost of Landlord's Insurance. Tenant shall pay its Proportionate Share of the cost of the property and liability insurance carried by Landlord from time to time with respect to the Shopping Center (including all buildings, other improvements and the Common Area and Landlord's personal property used in connection therewith),which may include fire and extended coverage insurance(including extended and broad form coverage risks, mudslide, land subsidence, volcanic eruption, flood, earthquake and rent loss insurance) and comprehensive general public liability insurance and excess liability insurance,in such amounts and containing such terms as Landlord deems necessary or desirable(collectively,"Insurance Costs"). During each month of the Term, Tenant shall make a monthly payment to landlord equal to 1/12th of its Proportionate Share of Insurance Costs that will be due and payable for that particular year. Each payment of Insurance Costs shall be due and payable at the ! same time as,and in the same manner as,the payment of Minimum Rent as provided herein. The initial monthly i payment of Insurance Costs is based upon Landlord's good faith estimate of Tenant's Proportionate Share of the estimated Insurance Costs for the remainder of the first calendar year. The monthly payment of Insurance Costs is subject to increase or decrease as determined by Landlord to reflect accurately Tenant's estimated Proportionate Share of Insurance Costs. If,following Landlord's receipt of the bill for the insurance premiums for a calendar year, Landlord determines that Tenant's total payments of Insurance Costs are less than Tenant's actual Proportionate Share of Insurance Costs, Tenant shall pay to Landlord the difference upon demand; if Tenant's total payments of Insurance Costs are more than Tenant's actual Proportionate Share of Insurance Costs, Landlord shall retain such excess and credit it to Tenant's future payments of Insurance Costs(unless such adjustment is at the end of the Term, in which event Landlord shall refund such excess to Tenant). IL. Subordination•Attornment•Notice to Landlord's Mortgagee. (a) Subordination. This Lease shall be subordinate to any decd of trust,mortgage,or other security instrument (each, a "Mortgage"),or any ground lease, master lease,or primary lease(each, a "Prima ry Lease"), that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, RETAIL,LEASE,Page 12 beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a "Landlord's Mortgagee"). Any Landlord's Mortgagee may elect, at any time, unilaterally, to make this Lease superior to its Mortgage,Primary Lease, or other interest in the Premises by so notifying Tenant in writing. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required; shall execute and return to Landlord(or such other party however, in confirmation of such subordination, Tenant designated by Landlord)within ten days after written request therefor such documentation, in recordable form if required, as a Landlord's Mortgagee may reasonably request to evidence the subordination of this Lease to such Landlord's Mortgagee's Mortgage or Primary Lease (including a subordination, non-disturbance and attornment agreement)or,if the Landlord's Mortgagee so elects,the subordination of such Landlord's Mortgagee's Mortgage or Primary Lease to this Tease. (b) Attornment. Tenant shall attorn to any party succeeding to Landlord's interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, or otherwise, upon such party's request, and shall execute such agreements confirming such attornment as such party may reasonably request. (c) Notice to Landlord's Mortgagee. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested,specifying the default in reasonable detail,to any Landlord's Mortgagee whose address has been given to Tenant, and affording such Landlord's Mortgagee a reasonable opportunity to perform Landlord's obligations hereunder. (d) Landlord's Mortgagee's Protection Provisions. If Landlord's Mortgagee shall succeed to the interest of Landlord under this Lease,Landlord's Mortgagee shall not be:(1)liable for any act or omission of any prior lessor(including Landlord);(2)bound by any Rent which Tenant has paid for more than the current month to any prior lessor(including Landlord),and all such rent shall remain due and owing;(3)bound by any security or advance rental deposit made by Tenant which is not delivered or paid over to Landlord's Mortgagee and with respect to which Tenant shall look solely to Landlord for refund or reimbursement; (4)bound by any termination, amendment or modification of this Lease made without Landlord's Mortgagee's consent and written approval,except for those terminations, amendments and modifications permitted to be made by Landlord without Landlord's Mortgagee's consent pursuant to the terms of the loan documents between Landlord and Landlord's Mortgagee; (5)subject to the defenses which Tenant might have against any prior lessor(including Landlord);and(6)subject to the offsets which Tenant might have against any prior lessor (including Landlord) except for those offset rights which (A)are expressly provided in this Lease, (13)relate to periods of time following the acquisition of the Shopping Center by Landlord's Mortgagee,and(C)Tenant has provided written notice to Landlord's Mortgagee and provided Landlord's Mortgagee a reasonable opportunity to cure the event giving rise to such offset event, Landlord's Mortgagee shall have no liability or responsibility under or pursuant to the terms of this Lease or otherwise after it ceases to own an interest in the Shopping Center. Nothing in this Lease shall be construed to require Landlord's Mortgagee to see to the application of the proceeds of any loan,and Tenant's agreements set forth herein shall not be impaired on account of any modification of the documents evidencing and securing any loan. 12. Rules and Regulations. Tenant shall comply with the rules and regulations of the Shopping Center which are attached hereto as Exhibit F. Landlord may,from time to time,change such rules and regulations for the safety, care, or cleanliness of the Shopping Center and related facilities, provided that such changes are applicable to all tenants of the Shopping Center, will not unreasonably interfere with Tenant's use of the Premises and are enforced by Landlord in a non-discriminatory manner. Tenant shall be responsible for the compliance with such rules and regulations by each Tenant Party. 13. Condemnation. (a) Total Taking. If the entire Shopping Center or Premises are taken by right of eminent domain or conveyed in lieu thereof(a"Takin "),this Lease shall terminate as of the date of the Taking. (b) Partial Taking - Tenant's Rights. if any pail of the Shopping Center or Premises becomes subject to a Taking and such Taking will prevent Tenant from conducting on a permanent basis its business in the Premises in a manner reasonably comparable to that conducted immediately before such Taking,then Tenant RETAIL LEASE,Page 13 1 I may terminate this Lease as of the date of such Taking by giving written notice to Landlord within 30 days after the 'faking,and Minimum Rent and Additional Rent shall be apportioned as of the date of such Taking. If Tenant does not terminate this Lease,then Minimum Rent and Additional Rent shall be abated on a reasonable basis as to that portion of the Premises rendered untenantable by the Taking. (c) Partial Taking- Landlord's Rights. If any material portion, but less than all, of the Shopping Center becomes subject to a Taking,or if Landlord is required to pay any of the proceeds arising from a Taking to a Landlord's Mortgagee,then Landlord may terminate this Lease by delivering written notice thereof to Tenant within 30 days after such Taking,and Minimum Rent and Additional Rent shall he apportioned as of the date of such Taking. If Landlord does not so terminate this Lease,then this Lease will continue,but if any portion of the Premises has been taken,then Minimum Rent and Additional Rent shall abate as provided in the last sentence of Section 13(b). (d) Temporary Taking. If all or any portion of the Premises becomes subject to a Taking for a limited period of time,this Lease shall remain in full force and effect and Tenant shall continue to perform all of the terms,conditions and covenants of this Lease,including the payment of Minimum Rent and all other amounts required hereunder. If any such temporary Taking terminates prior to the expiration of the Term, Tenant shall 3 restore the Premises as nearly as possible to the condition prior to such temporary Taking,at Tenant's sole cost and expense. Landlord shall be entitled to receive the entire award for any such temporary Taking, except that'tenant shall be entitled to receive the portion of such award which (1)compensates Tenant for its loss of use of the Premises within the Term and (2)reimburses Tenant for the reasonable out-of-pocket costs actually incurred by Tenant to restore the Premises as required by this Section. (e) Award. If any Taking occurs, then Landlord shall receive the entire award or other compensation for the land on which the Shopping Center is situated,the Shopping Center,and other improvements u taken;however,Tenant may separately pursue a claim(to the extent it will not reduce Landlord's award)against the condemnor for the value of Tenant's personal property which Tenant is entitled to remove under this Lease,moving 1 costs,loss of business,and other claims it may have. r r 14. Fire or Other Casualty. (a) Repair Estimate. If the Premises or the Shopping Center are damaged by fire or other casualty(a"Casualty"),Landlord shall,within 90 days after such Casualty,deliver to Tenant a good faith estimate (the"Damage Notice")of the time needed to repair the damage caused by such Casualty. (b) Tenant's Rights. If a material portion of the Premises is damaged by Casualty such that Tenant is prevented from conducting its business in the Premises in a manner reasonably comparable to that conducted immediately before such Casualty and Landlord estimates that the damage caused thereby cannot be repaired within 270 days after the commencement of repairs(the"Repair Period"),then Tenant may terminate this Lease by delivering written notice to Landlord of its election to terminate within 30 days after the Damage Notice ' has been delivered to Tenant. ! (c) Landlord's Rights. If a Casualty damages the Premises or a material portion of the Shopping Center and (1)Landlord estimates that the damage to the Premises cannot be repaired within the Repair Period, (2)the damage to the Premises exceeds 50%of the replacement cost thereof(excluding foundations and footings),as estimated by Landlord,and such damage occurs during the last two years of the Term,(3)regardless of the extent of damage to the Premises, the damage is not fully covered by Landlord's insurance policies plus Ik applicable deductibles(provided that Landlord carries the insurance required hereunder)or Landlord makes a good faith determination that restoring the Shopping Center would be uneconomical,or(4)Landlord is required to pay any insurance proceeds arising out of the Casualty to a Landlord's Mortgagee such that the remaining insurance proceeds are insufficient to cover the costs of restoration,then Landlord may terminate this Lease by giving written notice of its election to terminate within 30 days after the Damage Notice has been delivered to Tenant. (d) Repair Obligation. If neither party elects to terminate this lease following a Casualty, then Landlord shall, within a reasonable time after such Casualty, begin to repair the Premises and shall proceed with reasonable diligence to restore the Premises to substantially the same condition as they existed immediately RETAIL LFASE,Page 14 6 E f P II f k k i t before such Casualty; however, Landlord shall not be required to repair or replace any alterations or betterments within the Premises (which shall be promptly and with due diligence repaired and restored by Tenant at Tenant's sole cost and expense) or any furniture, equipment, trade fixtures or personal property of Tenant or others in the E Premises or the Shopping Center, and Landlord's obligation to repair or restore the Premises shall be limited to the extent of the insurance proceeds actually received by Landlord for the Casualty in question (plus applicable deductible amounts). If this Lease is terminated under the provisions of this Section 14,Landlord shall be entitled to the full proceeds of the insurance policies providing coverage for all alterations, improvements and betterments in s as required by this Lease,Tenant shall the Premises(and,if Tenant has failed to maintain insurance on such item pay Landlord an amount equal to the proceeds Landlord would have received had Tenant maintained insurance on such items as required by this Lease). (e) Continuance of Tenant's Business Rental Abatement. Tenant agrees that during any period of reconstruction or repair of the Premises it will continue the operation of its business within the Premises to the extent practicable,and Minimum Rent and Additional Rent for the portion of the Premises rendered untenantable by the damage shall be abated on a reasonable basis from the date of damage until the completion of Landlord's j repairs(or until the date of termination of this Lease by Landlord or Tenant as provided above,as the case may be), unless the gross negligence or willful misconduct of a Tenant Party caused such damage,in which case,Tenant shall continue to pay Rent without abatement. 15. Taxes. (a) Personal Property Taxes. Tenant shall be liable for all taxes levied or assessed against personal property, furniture,or fixtures placed by Tenant in the Premises or in or on the Building or Shopping Center. If any taxes for which Tenant is liable are levied or assessed against Landlord or Landlord's property and Landlord elects to pay the same,or if the assessed value of Landlord's property is increased by inclusion of such personal property, furniture or fixtures and Landlord elects to pay the taxes based on such increase, then Tenant shall pay to Landlord,within 30 days following written request therefor,the part of such taxes for which Tenant is primarily liable hereunder; however, Landlord shall not pay such amount if Tenant notifies Landlord that it will contest the validity or amount of such taxes before Landlord makes such payment,and thereafter diligently proceeds with such contest in accordance with Law and if the non-payment thereof does not pose a threat of loss or seizure of the Shopping Center or interest of Landlord therein or impose any fee or penalty against Landlord. (b) Tax Payment. Tenant shall pay its Proportionate Share of all taxes, assessments and governmental charges of any kind and nature whatsoever levied or assessed against the Shopping Center,and any other charges,taxes and/or impositions now in existence or hereafter imposed by any governmental authority based upon the privilege of renting the Premises or upon the amount of rent collected therefor,whether they be by taxing districts or authorities presently taxing the Shopping Center or by others subsequently created or otherwise (collectively, "Taxes"). Taxes shall also be deemed to include any special taxing district assessment which is imposed in order to fund public facilities for the area in which the Shopping Center is located. Taxes shall not include federal and state taxes on income;however,if the present method of taxation changes so that,in lieu of or in addition to the whole or any part of any Taxes,there is levied on Landlord a capital tax,sales tax,or use tax directly on the rents received or a franchise tax, assessment or charge based, in whole or in part, upon such rents for the Shopping Center,then all such taxes, assessments and charges,or the part thereof so based,shall be deemed to be included within the tern "Taxes" for purposes hereof. During each month of the Term, Tenant shall make a monthly payment to Landlord equal to 1/12 of its Proportionate Share of Taxes that will be due and payable for that particular year(the"Tax Payments"). Tenant authorizes Landlord to use the funds deposited with Landlord under this Section 15(b)to pay the Taxes levied or assessed against the Shopping Center. Each Tax Payment shall be due and payable at the same time as,and in the same manner as,the payment of Minimum Rent as provided herein. The initial monthly Tax Payment is based upon Landlord's good faith estimate of Tenant's Proportionate Share of Taxes for the fiscal tax year in which the Commencement Date is to occur. The monthly Tax Payment is subject to increase or decrease as determined by landlord to reflect accurately T'enant's Proportionate Share of Taxes. If following Landlord's receipt of all Tax bills for any fiscal tax year, Landlord determines that Tenant's total Tax Payments for such period are less than Tenant's actual Proportionate Share of the Taxes, Tenant shall pay to i Landlord the difference upon demand;if Tenant's total Tax Payments exceed Tenant's actual Proportionate Share of the Taxes,Landlord shall retain such excess and credit it to Tenant's future Tax Payments(unless such adjustment is at the end of the Term, in which event Landlord shall refund such excess to Tenant). Any payment to be made RETAIL LEASE,Page 15 pursuant to this Section 15(b)with respect to the real estate tax year in which this Lease commences or terminates shall bear the same ratio to the payment that would be required to be made for the full tax year as that part of such tax year covered by the Term of this Lease bears to a full tax year. For property tax purposes,Tenant waives all rights to protest or appeal the appraised value of the Premises, as well as the Shopping Center, and all rights to receive notices of reappraisement. (c) Tax Consultant,• Contest of Taxes by Landlord. Landlord shall have the right to employ a tax consulting firm to attempt to assure a fair tax burden on the Shopping Center. Tenant shall pay to Landlord upon demand from time to time,as Additional Rent,Tenant's Proportionate Share of the reasonable cost of such service. Additionally,Landlord shall have the right to contest any tax assessment,valuation or levy against the Shopping Center,and to retain legal counsel and expert witnesses to assist in such contest and otherwise to incur expenses in such contest,and Tenant shall pay upon demand Tenant's Proportionate Share of any reasonable fees, expenses and costs incurred by Landlord in contesting any assessments,levies or tax rate applicable to the Shopping Center or portions thereof whether or not such contest is successful. If such contest results in a refund of Taxes in any year,Tenant shall be entitled to receive its Proportionate Share of such refund, pro-rated for the period with respect to which Tenant paid its share of Taxes for such year, after deducting from the refund all reasonable fees, expenses and costs incurred by Landlord in such contest. 16. Events of Default. Each of the following occurrences shall be an":vent of Default": (a) Payment Default. Tenant's failure to pay Rent within three business days of the date due,which failure continues for five days after Landlord has delivered written notice to Tenant that the same is due; however,an Event of Default shall occur hereunder without any obligation of Landlord to give any notice if Tenant fails to pay Rent within three business days of the date due and,during the 12 month interval preceding such failure, Landlord has given Tenant written notice of failure to pay Rent on one or more occasions. (b) Abandonment. Tenant(1)abandons or vacates the Premises or any substantial portion thereof or(2)fails to continuously operate its business in the Premises for the Permitted Use set forth herein. (c) Attachment. If any execution,levy,attachment,or other process of law shall occur upon Tenant's goods,fixtures or interest in the Premises. (d) Estoppel. Tenant fails to provide any estoppel certificate after Landlord's written request therefor pursuant to Section 24(e)and such failure shall continue for five days after Landlord's second written notice thereof to Tenant. (e) Insurance. Tenant fails to procure, maintain and deliver to Landlord evidence of the insurance policies and coverages as required under Section 10(a). (f) Mechanic's Liens. Tenant fails to pay and release of record, or diligently contest and bond around, any mechanic's lien filed against the Premises or the Shopping Center for any work performed, materials furnished or obligation incurred by or at the request of Tenant,within the time and in the manner required by Section 7 d . (g) Other Defaults. Tenant's failure to perform, comply with, or observe any other agreement or obligation of Tenant under this Lease and the continuance of such failure for a period of more than 30 days after Landlord has delivered to Tenant written notice thereof;however, if such failure cannot be cured within such 30-day period (thus excluding, for example, Tenant's obligation to provide Landlord evidence of Tenant's insurance coverage)and Tenant commences to cure such failure within such 30-day period and thereafter diligently pursues such cure to completion,then such failure shall not be an Event of Default unless it is not fully cured within an additional 30 days after the expiration of the 30-day period. (11) Insolvency. The filing of a petition by or against 'tenant (the term "Tenant" shall include, for the purpose of this Section 16(h), any guarantor of Tenant's obligations hereunder) (1)in any bankruptcy or other insolvency proceeding;(2)seeking any relief under any state or federal debtor relief law;(3)for RETAIL LEASE,Page 16 i f the appointment of a liquidator or receiver for all or substantially all of Tenant's property or for Tenant's interest in this Lease; (4)for the reorganization or modification of Tenant's capital structure; or(5)in any assignment for the benefit of creditors proceeding;however,if such a petition is filed against Tenant, then such filing shall not be an Event of Default unless Tenant fails to have the proceedings initiated by such petition dismissed within 90 days after the filing thereof. 17. Remedies. Upon any Event of Default,Landlord may,in addition to all other rights and remedies afforded Landlord hereunder or by law or equity,take any one or more of the following actions: (a) Termination of Lease. Terminate this Lease by giving Tenant written notice thereof,in which event Tenant shall pay to Landlord the sum of(1)all Rent accrued hereunder through the date of termination, (2)all amounts due under Section 18(a),and(3)an amount equal to(A)the total Rent that Tenant would have been required to pay for the remainder of the Term discounted to present value at a per annum rate equal to the"Prime Rate"as published on the date this Lease is terminated by The Wall Street Journal, Southwest Edition, in its listing of"Money Rates" minus one percent, minus(B)the then present fair rental value of the Premises for such period, similarly discounted; (b) Termination of Possession. Terminate Tenant's right to possess the Premises without terminating this lease by giving written notice thereof to Tenant,in which event Tenant shall pay to Landlord(1)all Rent and other amounts accrued hereunder to the date of termination of possession,(2)all amounts due from time to time tinder Section I8 ,and(3)all Rent and other net sums required hereunder to be paid by Tenant during the a remainder of the Term,diminished by any net sums thereafter received by Landlord through reletting the Premises during such period,after deducting all reasonable costs incurred by Landlord in reletting the Premises. If Landlord elects to proceed under this Sectionl7(b), Landlord may remove all of Tenant's property from the Premises and store the same in a public warehouse or elsewhere at the cost of,and for the account of,Tenant,without becoming liable for any loss or damage which may be occasioned thereby. Landlord shall use reasonable efforts to relet the Premises on such terms as Landlord in its sole reasonable discretion may determine(including a term different from the Term,rental concessions,and alterations to,and improvement of,the Premises);however,Landlord shall not be obligated to relet the Premises before leasing other portions of the Building or Shopping Center and Landlord shall not be obligated to accept any prospective tenant unless such proposed tenant meets all of Landlord's leasing criteria. Landlord shall not be liable for, nor shall Tenant's obligations hereunder be diminished because of, Landlord's failure to rcict the Premises or to collect rent due for such reletting. Tenant shall not be entitled to the excess of any consideration obtained by reletting over the Kent due hereunder. Reentry by Landlord in the Premises shall not affect T'enant's obligations hereunder for the unexpired Term; rather, Landlord may, from time to time, bring an action against Tenant to collect amounts due by Tenant, without the necessity of Landlord's waiting until the expiration of the Term. Unless Landlord delivers written notice to Tenant expressly stating that it has elected to terminate this Lease, all actions taken by Landlord to dispossess or exclude Tenant from the Premises shall be deemed to be taken under this Section 17(b). If Landlord elects to proceed under this Section 17(b), it may at any time elect to terminate this Lcasc under Section 17(a); (c) Perform Acts on Behalf of Tenant. Perform any act Tenant is obligated to perform under the terms of this Lease(and enter upon the Premises in connection therewith if necessary) in Tenant's name and on Tenant's behalf, without being liable for any claim for damages therefor, except to the extent caused by Landlord's gross negligence or willful misconduct in performing such obligation, and Tenant shall reimburse Landlord on demand for any expenses which Landlord may incur in thus effecting compliance with Tenant's obligations under this Lease(including,but not limited to,collection costs and legal expenses),plus interest thereon at the Default Rate; (d) Suspension of Services. Suspend any services required to be provided by Landlord ! hereunder without being liable for any claim for damages therefor;or (e) Alteration of Locks. Additionally,with or without notice,and to the extent permitted by Law, Landlord may alter locks or other security devices at the Premises to deprive Tenant of access thereto, and Landlord shall not be required to provide a new key or right of access to Tenant. RETAIL LEASE,Page 17 h 18. Pa ment b Tenant Non-Waiver•Cumulative Remedies. (a) Payment by Tenant. Upon any Event of Default,Tenant shall pay to Landlord all costs incurred by Landlord(including court costs and reasonable attorneys'fees and expenses)in(1)obtaining possession of the Premises,(2)removing and storing Tenant's or any other occupant's property,(3)repairing,restoring,altering, remodeling,or otherwise putting the Premises into the condition required at the expiration of the Term,(4)if Tenant is dispossessed of the Premises and this Lease is not terminated,reletting all or any part of the Premises(including reasonable brokerage commissions, cost of tenant finish work, and other costs incidental to such reletting), (S)performing Tenant's obligations which Tenant failed to perform, and(6)enforcing,or advising Landlord of, its rights,remedies,and recourses arising out of the default. To the full extent permitted by law,Landlord and Tenant agree the federal and state courts of the state in which the Shopping Center is located shall have exclusive jurisdiction over any matter relating to or arising from this Lease and the parties' rights and obligations under this Lease. (b) No Waiver. Landlord's acceptance of Rent following an Event of Default shall not waive Landlord's rights regarding such Event of Default. No waiver by Landlord of any violation or breach of any of the terms contained herein shall waive Landlord's rights regarding any future violation of such term. Landlord's acceptance of any partial payment of Rent shall not waive Landlord's rights with regard to the remaining portion of the Rent that is due, regardless of any endorsement or other statement on any instrument delivered in payment of Rent or any writing delivered in connection therewith; accordingly, Landlord's acceptance of a partial payment of Rent shall not constitute an accord and satisfaction of the full amount of the Rent that is due. (c) Cumulative Remedies. Any and all remedies set forth in this Lease: (1)shall be in addition to any and all other remedies Landlord may have at law or in equity,(2)shall be cumulative,and(3)may be pursued successively or concurrently as Landlord may elect. The exercise of any remedy by Landlord shall not be deemed an election of remedies or preclude Landlord from exercising any other remedies in the future. 19. Landlord's Lien. In addition to any statutory landlord's lien, now or hereafter enacted,Tenant grants to Landlord, to secure performance of Tenant's obligations hereunder, a security interest in all of Tenant's property situated in or upon, or used in connection with, the Premises or the Shopping Center, and all proceeds thereof (except merchandise sold in the ordinary course of business) (collectively, the "Collateral"), and the Collateral shall not be removed from the Premises or the Shopping Center without the prior written consent of Landlord until all obligations of Tenant have been fully performed. Such personalty thus encumbered includes specifically all trade and other fixtures for the purpose of this Section 19 and inventory,equipment,contract rights, accounts receivable and the proceeds thereof. Upon the occurrence of an Event of Default, Landlord may, in addition to all other remedies,without notice or demand except as provided below,exercise the rights afforded to a secured party under the Uniform Commercial Code of the state in which the Premises are located(the"UCC"). To the extent the UCC requires Landlord to give to Tenant notice of any act or event and such notice cannot be validly waived before a default occurs,then five-days'prior written notice thereof shall be reasonable notice of the act or event, In order to perfect such security interest, Landlord may file any financing statement or other instrument necessary at Tenant's expense at the state and county Uniform Commercial Code filing offices. Tenant grants to Landlord a power of attorney to execute and file any financing statement or other necessary instrument to perfect Landlord's security interest under this Section 19,which power is coupled with an interest and is irrevocable during the Term. Landlord may also file a copy of this Lease as a financing statement to perfect its security interest in the Collateral, Within ten days following written request therefor,Tenant shall execute financing statements to be filed of record to perfect Landlord's security interest in the Collateral. 20. Surrender of Premises. No act by Landlord shall be deemed an acceptance of a surrender of the Premises,and no agreement to accept a surrender of the Premises shall be valid unless it is in writing and signed by Landlord. At the expiration or termination of this Lease, Tenant shall deliver to Landlord the Premises with all improvements located therein in good repair and condition, free of Hazardous Materials placed on the Premises during the 'fern,broom-clean, reasonable wear and tear(and condemnation and Casualty damage not caused by Tenant, as to which Sections 13 and 14 shall control) excepted, and shall deliver to Landlord all keys to the Premises. Provided that no default by Tenant then exists under this Lease,Tenant may remove all unattached trade fixtures(which,for purposes of this sentence,shall not include carpeting,floor coverings,attached shelving,lighting fixtures, wall coverings, or similar improvements), furniture, and personal property placed in the Premises or RETAIL LEASE,Page 18 elsewhere in the Shopping Center by Tenant (but Tenant may not remove any such item which was paid for, in whole or in part, by Landlord or any wiring or cabling unless Landlord requires such removal). Additionally, Tenant shall remove such alterations,additions, improvements,trade fixtures,personal property,signs,equipment, wiring,conduits,cabling and furniture(including Tenant's Off-Premises Equipment)as Landlord requests;however, Tenant shall not be required to remove any addition or improvement to the Premises or the Shopping Center if Landlord has specifically agreed in writing that the improvement or addition in question need not be removed. Tenant shall repair all damage caused by such removal. All items not so removed shall, at Landlord's option, be , deemed to have been abandoned by Tenant and may be appropriated,sold,stored,destroyed,or otherwise disposed of by Landlord without notice to Tenant and without any obligation to account for such items;any such disposition shall not be considered a strict foreclosure or other exercise of Landlord's rights in respect of the security interest granted under Section 19. The provisions of this Section 20 shall survive the end of the Term. 21. Holding Over. If Tenant fails to vacate the Premises at the end of the'Perm,then Tenant shall be a tenant at sufferance and(a)Tenant shall pay, in addition to the other Rent,Minimum Rent equal to 125%of the Rent payable during the last month of the Term, and (b)Tenant shall otherwise continue to be subject to all of 'tenant's obligations under this Lease. The provisions of this Section 21 shall not be deemed to limit or constitute a waiver of any other rights or remedies of landlord provided herein or at law. If Tenant fails to surrender the Premises upon the termination or expiration of this Lease, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys' fees) and liability resulting from such failure, including any claims made by any succeeding tenant founded upon such failure to surrender,and any lost profits to Landlord resulting therefrom. 22. CertRin Rights Reserved by Landlord. Provided that the exercise of such rights does not unreasonably interfere with Tenant's occupancy of the Premises,Landlord shall have the following rights: (a) Shopping Center Operations. To decorate and to make inspections,repairs,alterations, additions,changes,or improvements,whether structural or otherwise,in and about the Shopping Center,or any part thereof;to enter upon the Premises(after giving Tenant reasonable notice thereof,which may be oral notice,except in cases of real or apparent emergency,in which case no notice shall be required)and,during the continuance of any such work,to temporarily close doors,entryways,public space,and corridors in the Shopping Center;to interrupt or temporarily suspend Shopping Center services and facilities; to change the name of the Shopping Center; and to change the arrangement and location of entrances or passageways,doors,and doorways,corridors,elevators,stairs, restrooms,or other public parts of the Shopping Center; (b) Security. To take such reasonable measures as Landlord deems advisable for the security of the Shopping Center and its occupants;evacuating the Shopping Center for cause,suspected cause,or for drill purposes;temporarily denying access to the Shopping Center; and closing the Shopping Center after normal business hours and on Sundays and holidays,subject,however,to Tenant's right to enter when the Shopping Center is closed after normal business hours under such reasonable regulations as Landlord may prescribe from time to time; (c) Prospective Purchasers and Lenders. To enter the Premises at all reasonable hours, upon reasonable prior notice,to show the Premises to prospective purchasers or lenders;and (d) Prospective Tenants. At any time during the last 12 months of the Term (or earlier if 'tenant has notified Landlord in writing that it does not desire to renew the Term) or at any time following the occurrence of an Event of Default which remains uncured, to enter the Premises at all reasonable hours, upon reasonable prior notice,to show the Premises to prospective tenants. 23. Intentionally Deleted. 24. Miscellaneous. (a) Landlord Transfer. Landlord may transfer any portion of the Shopping Center and any of its rights under this Lease. If Landlord assigns its rights under this Lease,then Landlord shall thereby be released RETAIL LEASE,Page 19 I f i from any further obligations hereunder arising after the date of transfer, provided that the assignee assumes in writing Landlord's obligations hereunder arising from and after the transfer date. (b) Landlord's Liability. "Che liability of Landlord (and its partners, shareholders or members) to Tenant (or any person or entity claiming by, through or under Tenant) for any default by Landlord under the terms of this Lease or any matter relating to or arising out of the occupancy or use of the Premises and/or other areas of the Shopping Center(including the Common Area)shall be limited to Tenant's actual direct,but not consequential,damages therefor and shall be recoverable only from the interest of Landlord in the Shopping Center, and Landlord (and its partners, shareholders or members) shall not be personally liable for any deficiency. 111e provisions of this Section shall survive any expiration or termination of this Lease. (c) Force Maieure. Other than for Tenant's obligations under this Lease that can be performed by the payment of money(e.g.,payment of Rent and maintenance of insurance),whenever a period of time is herein prescribed for action to be taken by either party hereto,such party shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, terrorist acts or activities, pandemics, governmental laws, regulations,or restrictions,or any other causes of any kind whatsoever which are beyond the control of such party. (d) Brokerage. Neither Landlord nor Tcnant has dealt with any broker or agent in connection with the negotiation or execution of this Lease, other than Mid-America, whose commission shall be [ paid by Landlord pursuant to a separate written agreement. Tenant and Landlord shall each indemnify the other against all costs, expenses,attorneys' fees, liens and other liability for commissions or other compensation claimed by any broker or agent claiming the same by,through,or under the indemnifying party. (e) Estoppel Certificates. From time to time,Tenant shall furnish to any party designated by Landlord,within ten days after Landlord has made a request therefor,a certificate signed by Tenant confirming and containing such factual certifications and representations as to this Lease as Landlord may reasonably request. Unless otherwise required by Landlord's Mortgagee or a prospective purchaser or mortgagee of the Shopping Center,the initial form of estoppel certificate to be signed by Tenant is attached hereto as Exhibit Ii. If Tenant does not deliver to Landlord the certificate signed by Tenant within such required time period, Landlord, Landlord's Mortgagee and any prospective purchaser or mortgagee, may conclusively presume and rely upon the following facts: (1)this Lease is in full force and effect; (2)the terms and provisions of this Lease have not been changed except as otherwise represented by Landlord;(3)not more than one monthly installment of Minimum Rent and other charges have been paid in advance; (4)there are no claims against Landlord nor any defenses or rights of offset against collection of Rent or other charges; and (5)Landlord is not in default under this Lease. In such event, Tenant shall be estopped from denying the truth of the presumed facts. (f) Notices. All notices and other communications given pursuant to this Lease shall be in writing and shall be (1)mailed by first class, United States Mail, postage prepaid, certified, with return receipt requested, and addressed to the parties hereto at the address specified in the Basic Lease Information, (2)hand delivered to the intended addressee, (3)sent by a nationally recognized overnight courier service, or (4)sent by electronic mail/email transmission during normal business hours and which is followed by a confirmatory letter sent in another manner permitted hereunder. All notices shall be effective upon delivery to the address of the addressee (even if such addressee refuses delivery thereof). The parties hereto may change their addresses by giving notice thereof to the other in conformity with this provision. (g) Separability. If any clause or provision of this Lease is illegal,invalid,or unenforceable under present or future laws,then the remainder of this Lease shall not be affected thereby and in lieu of such clause or provision, there shall be added as a part of this Lease a clause or provision as similar in terms to such illegal, invalid,or unenforceable clause or provision as may be possible and be legal,valid,and enforceable. (h) Amendments; Bindine Effect,• No Electronic Records. This Lease may not be amended except by instrument in writing signed by Landlord and Tenant. No provision of this Lease shall be deemed to have been waived by Landlord unless such waiver is in writing signed by Landlord, and no custom or practice which may evolve between the parties in the administration of the terms hereof shall waive or diminish the right of Landlord to insist upon the performance by Tenant in strict accordance with the terms hereof. Landlord and RETAIL,LEASE,Page 20 9 f i I Tenant hereby agree not to conduct the transactions or communications contemplated by this Lease by electronic means, except by electronic mail/email transmission as specifically set forth in Section 24(fl (i.e., followed by a confirmatory letter sent in another manner permitted in Section 24(fl)and except for the delivery or transmission of I signatures as expressly provided in Section 24(bb);nor shall the use of the phrase"in writing"or the word"written" be construed to include electronic communications except by electronic mail/email transmissions as specifically set forth in Section 24(fl(i.e.,followed by a confirmatory letter sent in another manner permitted in Section 24(f))and except for the delivery or transmission of signatures as expressly provided in Section 24 bb . The terms and conditions contained in this Lease shall inure to the benefit of and be binding upon the parties hereto,and upon their respective successors in interest and legal representatives, except as otherwise herein expressly provided. This 1,easc is for the sole benefit of Landlord and Tenant,and,other than Landlord's Mortgagee, no third party shall be deemed a third party beneficiary hereof. (i) Quiet Enioyment. Provided Tenant has performed all of its obligations hereunder, Tenant shall peaceably and quietly hold and enjoy the Premises for the Term,without hindrance from Landlord or any party claiming by, through, or under Landlord, but not otherwise, subject to the terms and conditions of this Lease. 0) No Merger. There shall be no merger of the leasehold estate hereby created with the fee estate in the Premises or any part thereof if the same person acquires or holds,directly or indirectly,this Lease or any interest in this Lease and the fee estate in the leasehold Premises or any interest in such fee estate. (k) No Offer. The submission of this Lease to Tenant shall not be construed as an offer,and Tenant shall not have any rights under this Lease unless Landlord executes a copy of this Lease and delivers it to Tenant. (1) Entire Agreement. This Lease constitutes the entire agreement between Landlord and Tenant regarding the subject matter hereof and supersedes all oral statements and prior writings relating thereto. Except for those set forth in this Lease,no representations,warranties,or agreements have been made by Landlord or Tenant to the other with respect to this Lease or the obligations of landlord or Tenant in connection therewith. The normal rule of construction that any ambiguities be resolved against the drafting party shall not apply to the interpretation of this Lease or any exhibits or amendments hereto. (m) Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LANDLORD AND TENANT EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OF OR WITH RESPECT TO THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. (n) Governing Law. This Lease shall be governed by and construed in accordance with the laws of the state in which the Premises are located. (o) Recordina. Tenant shall not record this Lease or any memorandum of this Lease without the prior written consent of Landlord,which consent may be withheld or denied in the sole and absolute discretion of Landlord and any recordation by Tenant shall be a material breach of this Lease. Tenant grants to Landlord a power of attorney to execute and record a release releasing any such recorded instrument of record that was recorded without the prior written consent of Landlord. (p) Water or Mold Notification. To the extent Tenant or its agents or employees discover any water leakage,water damage or mold in or about the Premises or Shopping Center,Tenant shall promptly notify Landlord thereof in writing. (q) Joint and Several Liability. If Tenant is comprised of more than one party,each such party shall be jointly and severally liable for Tenant's obligations tinder this Lease. All unperformed obligations of RETAIL LEASE',Page 21 3 s i Tenant hereunder not fully performed at the end of the Teri shall survive the end of the Term, including payment obligations with respect to Rent and all obligations concerning the condition and repair of the Premises. (r) Financial Reports. Within 15 days atter Landlord's request,Tenant will furnish Tenant's most recent audited financial statements(including any notes to them)to Landlord,or,if no such audited statements have been prepared, such other financial statements (and notes to them) as may have been prepared by an independent certified public accountant or,failing those,Tenant's internally prepared financial statements. If Tenant } is a publicly traded corporation, Tenant may satisfy its obligations hereunder by providing to Landlord Tenant's most recent annual and quarterly reports. Landlord will not disclose any aspect of Tenant's financial statements that Tenant designates to Landlord as confidential except (1)to Landlord's Mortgagee or prospective mortgagees or purchasers of the Shopping Center, (2)in litigation between Landlord and Tenant, and/or(3)if required by court i order, Tenant shall not be required to deliver the financial statements required under this Section 24(r)more than { once in any 12-month period unless requested by Landlord's Mortgagee or a prospective buyer or lender of the Shopping Center or an Event of Default occurs. (s) Landlord's Fees. Whenever Tenant requests Landlord to take any action not required of it hereunder or give any consent required or permitted under this Lease, Tenant will reimburse Landlord for Landlord's reasonable, out-of-pocket costs payable to third parties and incurred by Landlord in reviewing the proposed action or consent, including reasonable attorneys', engineers' or architects' fees, within ten days after Landlord's delivery to Tenant of a statement of such costs, Tenant will be obligated to make such reimbursement without regard to whether Landlord consents to any such proposed action. (t) Telecommunications. Tenant and its telecommunications companies, including local exchange telecommunications companies and alterative access vendor services companies, shall have no right of access to and within the Shopping Center, for the installation and operation of telecommunications systems, including voice,video,data,Internet, and any other services provided over wire, fiber optic, microwave,wireless, and any other transmission systems ("Telecommunications Services"), for part or all of Tenant's telecommunications within the Shopping Center and from the Shopping Center to any other location without Landlord's prior written consent, not to be unreasonably withheld. All providers of Telecommunications Services shall be required to comply with the rules and regulations of the Shopping Center,applicable Laws and Landlord's policies and practices for the Shopping Center. Tenant acknowledges that Landlord shall not be required to provide or arrange for any Telecommunications Services and that Landlord shall have no liability to any Tenant Party in connection with the installation, operation or maintenance of Telecommunications Services or any equipment or facilities relating thereto. Tenant, at its cost and for its own account, shall be solely responsible for obtaining all Telecommunications Services. (u) Confidentiality. Tenant acknowledges that the terms and conditions of this Lease are to remain confidential for Landlord's benefit,and may not be disclosed by Tenant to anyone,by any manner or means, directly or indirectly, without Landlord's prior written consent; however, Tenant may disclose the terms and conditions of this Lease if required by Law or court order,to its attorneys, accountants,employees and existing or prospective financial partners provided same are advised by Tenant of the confidential nature of such terms and conditions and agree to maintain the confidentiality thereof(in each case,prior to disclosure). Tenant shall be liable for any disclosures made in violation of this Section by Tenant or by any entity or individual to whom the terms of and conditions of this Lease were disclosed or made available by Tenant. The consent by Landlord to any disclosures shall not be deemed to be a waiver on the part of Landlord of any prohibition against any future disclosure. t (v) Tenant's Restriction. Neither Tenant, any Affiliate, nor its partners, shareholders or members shall, directly or indirectly, and whether as principal, partner, shareholder or otherwise, own, operate or become financially interested in any business similar to or in competition with, or using the tradename of, the business for which the Premises arc leased hereunder within a radius of three(3)miles measured from the outside f boundary of the Shopping Center(the "Restricted Area"). Landlord shall be entitled to all rights, remedies and recourses provided for in this Lease in enforcing the provisions of this Section. This Section shall not apply to any competing business within the Restricted Area that is being operated by Tenant on the date this Lease is executed. Nothing in this Section or in any other provision of this Lease shall be deemed to create an express or implied i exclusive use covenant in favor of Tenant, y r a RETAIL LEASE,Page 22 p r f l (w) Authori . Tenant (if a corporation, partnership or other business entity) hereby represents and warrants to Landlord that Tenant is a duly formed and existing entity qualified to do business in the state in which the Premises are located,that Tenant has full right and authority to execute and deliver this Lease,and that each person signing on behalf of Tenant is authorized to do so. Landlord hereby represents and warrants to Tenant that Landlord is a duly formed and existing entity qualified to do business in the state in which the Premises are located,that Landlord has fill right and authority to execute and deliver this Lease,and that each person signing on behalf of Landlord is authorized to do so. (x) Hazardous _Materials. Tic term "Hazardous Materials" means any substance, material,or waste which is now or hereafter classified or considered to be hazardous,toxic,or dangerous under any Law relating to pollution or the protection or regulation of human health,natural resources or the environment, or poses or threatens to pose a hazard to the health or safety of persons on the Premises or in the Shopping Center. Tenant shall not use,generate, store,or dispose of,or permit the use,generation,storage or disposal of Ilazardous Materials on or about the Premises or the Shopping Center except in a manner and quantity necessary for the ordinary performance of Tenant's business,and then in compliance with all Laws. If Tenant breaches its obligations under this Section 24(x),Landlord may immediately take any and all action reasonably appropriate to remedy the same,including taking all appropriate action to clean up or remediate any contamination resulting from Tenant's use, generation, storage or disposal of Hazardous Materials. Tenant shall not undertake, nor shall Tenant permit any Tenant Party to undertake,any invasive investigation,drilling or sampling of the soil or groundwater at the Premises or the Shopping Center without the prior written consent of Landlord, which consent shall be in Landlord's sole discretion. Notwithstanding anything contained in Section 10(d),Tenant shall defend,indemnify,and hold harmless Landlord and its representatives and agents from and against any and all claims, demands, liabilities, causes of action, suits, judgments, damages and expenses (including reasonable attorneys' fees and cost of clean up and remediation) arising from Tenant's failure to comply with the provisions of this Section 24(x). This indemnity provision shall survive termination or expiration of this Lease. (y) List of Exhibits. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A- Outline of Premises Exhibit B- Description of Shopping Center Exhibit C- Common Area Costs Exhibit D- Tenant Finish-Work Exhibit E- Sign Criteria Exhibit F- Shopping Center Rules and Regulations Exhibit G- Form of Confirmation of Commencement Date Letter Exhibit H- Form of Tenant Estoppel Certificate Exhibit I- Guaranty Exhibit J- Renewal Option Exhibit K- Prohibited and Exclusive Uses (z) Determination of Charges. Landlord and Tenant agree that each provision of this Lease for determining charges and amounts payable by Tenant (including provisions regarding Additional Rent and Tenant's Proportionate Share of Taxes and Insurance Costs)is commercially reasonable. (aa) Prohibited Persons and Transactions. Tenant represents and warrants to Landlord that Tenant is currently in compliance with and shall at all times during the Term (including any extension thereof) remain in compliance with the regulations of the OFAC of the Department of the Treasury(including those named on OFAC's Specially Designated Nationals and Blocked Persons List)and any statute, executive order(including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit,Threaten to Commit or Support Terrorism),or other governmental action relating thereto. (bb) Counterparts. This Lease may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one Lease. To facilitate execution of this Lease,the parties may execute and exchange signature pages by facsimile or via electronic mail (*.pdf or similar file types). The parties further agree that counterparts of this Lcase may be signed electronically RETAIL LEASE,Page 23 via Adobe Sign,DocuSign protocol or other electronic platform. All such signatures may be used in the place of original"wet ink"signatures to this Lease and shall have the same legal effect as the physical delivery of an original signature. 25. Other Provisions, (a) Guaranty. As additional consideration for Landlord to enter into this Lease, Tenant shall cause Guarantor(as defined in Exhibit I)to execute the guaranty,attached hereto as Exhibit]and Tenant shall deliver same to Landlord contemporaneously with T'enant's execution hereof. Tenant's failure to deliver such guaranty as required in the preceding sentence shall be an automatic Event of Default under this Lease, with no notice being necessary to Tenant,and Landlord shall be entitled to exercise any and all rights and remedies available to it hereunder, as well as at law or in equity. Additionally, if Tenant fails to deliver such guaranty, Landlord, notwithstanding anything to the contrary contained in this Lease, (1)shall not be required to perform any tenant improvement work in the Premises, (2)shall not be required to make any reimbursements or allowances in connection with any tenant improvement work,(3)shall not be required to pay any brokerage commissions to the broker or brokers representing Tenant in connection with this Lease(and Tenant shall indemnify Landlord against all costs,expenses,attorneys'fees,and other liability for commissions or other compensation claimed by any broker or agent claiming the same by,through,or under Tenant), (4)may terminate this Lease by providing Tenant five days advance written notice thereof,and(5)shall not be required to honor any renewal rights set forth in this Lease, if any. (b) Declaration. Tenant hereby acknowledges and agrees that this Lease is subject and subordinate to any agreements, declarations, easements, covenants, conditions and restrictions affecting the Shopping Center (each,a"Declaration")which have been or will be created(whether before or after the date of this Lease) and as are in effect from time to time during the Term. Tenant agrees to comply with all applicable provisions of any Declaration and with all requests of Landlord and of the owner or owners of other portions of the Land made pursuant to any Declaration. (c) 'Tenant Cancellation Right. Provided(i)an Event of Default pursuant to this Lease has not occurred or is not then occurring at the time of notice,(ii)continuing from the time of notice through the time of cancellation no Event of Default occurs(which shall,without limitation,include Tenant's failure to continue to pay all monthly rent payments owing from the date of such notice through the Cancellation Date,as defined below),and (iii)Tenant's Gross Sales during the period of Lease Month 25 through Lease Month 36 are less than$1,700,000.00 during such period, Tenant shall have the one-time right to cancel this Lease as to all (but not a portion)of the Premises effective on the last day of Lease Month 39 (the "Cancellation Option"), upon three (3)month's prior written notice to Landlord delivered with Gross Sales reports evidencing that Gross Sales during such during the period of Lease Month 25 through Lease Month 36 were less than$1,700,000.00 (the"Cancellation Notice'. If Tenant timely and properly exercises the Cancellation Option as set forth above,then on the last day of Lease Month 39(the"Cancellation Date"),Tenant shall vacate and surrender the Premises in accordance with all requirements of j this Lease and thereafter be released of further obligations hereunder,except for those accrued but unpaid.Landlord 1 shall retain the Security Deposit in the event the Lease is so terminated. If Tenant has not properly and timely exercised the Cancellation Option as set forth in this paragraph, Tenant shall have no further right to cancel the Term of the Lease prior to its original expiration on the last day of Lease Month 66. 1 RETAIL LEASE,Page 24 LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT TIME PREMISES ARE SUITABLE FOR TENANT'S INTENDED COMMERCIAL PURPOSE, AND TENANTS OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND,EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH 13Y LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER,WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below,but for reference purposes,this Lease shall be dated as of the date first above written. If the execution date is left blank,this Lease shall be deemed executed as of the date first written above. LANDLORD: CH RETAIL FUND II/CHICAGO CLEARWATER, L.L.C.,a Delaware limited liability company By: Retail Managers 11,L.L.C., a Texas limited liability company its Manager By: „w ?� Name: Samuel E Peck � Title: Vice President Execution Date: 7/26/21 TENANT: BBQ VENTURES,INC.,a Minnesota corporation d/b/a Real Urban BBQ By. Name:2�r Title:. --- Execution Date:._�� _ RETAIL LEASE,Page 25 EXHIBIT A OUTLINE OF PREMISES This Exhibit is attached to this Lease solely for the purpose of locating the Premises within the Shopping Center and depicting the general layout of the Shopping Center and shall not be deemed to be a representation, warranty or agreement by Landlord as to any information shown hereon or that the Shopping Center or stores be exactly as indicated hereon. CLEARWATER SHOPS SWIW { Underc4nstnriwn .wlr , •••. E FM En NNW llTTtTTTTTIU G11111U 01111111111 iiuIIjLjjjnjjjJ(� Ar UIIIIIIIIIIIIIIUIItII111111�1IIIlU�Nt 8 t�tHff�tlNlli�IN{�N�HI�tI�N��tNtt��Il�Nltl�liii� 7rffV 111111111 � cerr,,lays '1 A,neritr c �qr�� �J �y���1� ontoC.ranncK JI [.:."I COMaM.r.ItC i { 22nd Street EXHIBIT A,Outline of Premises—Page A-I t EXHII311 B DESCRIPTION OF SHOPPING CENTER PARCEL 1: LOT 5 IN CLEARWATER RESUBDIVISION,BEING A RESUBDIVISION IN PART OF THE SOUTHWEST 1/4 OF SECTION 24,TOWNSHIP 39 NORTH,RANGE 11,EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED SEPTEMBER 22,2016 AS DOCUMENT 82016.102540, IN DUPAGE COUNTY,ILLINOIS. PARCEL 2: NON-EXCLUSIVE EASEMENT FOR THE BENEFIT OF PARCEL I FOR VEHICULAR AND PEDESTRIAN INGRESS AND EGRESS, PARKING AND UTILITIES AS SET FORTH IN THE THIRD AMENDED AND RESTATED RECIPROCAL EASEMENT, MAINTENANCE AND USE DECLARATION, RECORDED AUGUST 22,2018 AS DOCUMENT R2018-078944,IN DUPAGE COUNTY,ILLINOIS. Address of the Real Estate:2103-2119 Clearwater Drive,Oak Brook,IL 60523 Parcel ID:06-24-308-017 i i EXHIBIT B,Description of Shopping Center—Page B-1 EXHIBIT C COMMON AREA COSTS 1. All expenses related to the ownership, operation, maintenance, management (including management fees), equipping, repair or security of the Shopping Center, including salaries, taxes, insurance, and employee benefits; 2. All supplies and materials used in the operation, maintenance or repair of the Shopping Center, including any exterior landscaping and holiday decorations; 3. Costs of utilities for the Common Area of the Shopping Center, including the cost of water and power for heating,lighting,air conditioning and ventilating,and operating fountains; q. All expenses related to the repair, service, or maintenance of the Shopping Center and the equipment therein,including roof repairs and replacement,window cleaning,plumbing and electrical repair,I NAC and sprinkler system maintenance and repair, signage maintenance and repair, pest control, plate glass repair and replacement,elevator maintenance and janitorial service; 5. All capital expenditures related to the ownership, operation, maintenance and repair of the Shopping Center,including those incurred to effect a reduction in the operating expenses of the Shopping Center or which relate to a capital item installed pursuant to any Law, reserves for replacement of capital items and depreciation of machinery and equipment used in connection with the Shopping Center and its maintenance;and 6. Costs of cleaning, landscaping, snow and ice removal, painting, policing, providing security (if Landlord elects to provide security),fire protection,drainage,striping,repair and replacement of parking surfaces, and of complying with Laws enacted or effective after the date hereof(or interpretations hereafter rendered with respect to any existing Law). 7. All costs,charges,assessments and similar amounts attributed to the Shopping Center pursuant to the Declarations. EXHIBIT C,Common Area Costs—Page C-I EXHIBIT D TENANT FINISII-WORK:AS-IS Tenant hereby accepts the Premises in their "AS-IS" condition,and Landlord shall have no obligation to perform any work therein(including demolition of any improvements existing therein or construction of any tenant finish-work or other improvements therein),and shall not be obligated to reimburse Tenant or provide an allowance for any costs related to the demolition or construction of improvements therein. Before Tenant may occupy the Premises to conduct its business therein,Tenant shall,at its expense,obtain and deliver to Landlord a certificate of occupancy from the appropriate governmental authority for the Premises. EXHIBIT D,Tenant finish-Work:As-Is-Page D-I I EXHIBIT F SIGN CRITERIA Signs Restaurant and Retail Signs On Building Signage/Entrance Signage. Gross Surface Area of all signs shall be no more than two(2)times the number of lineal feet in the length of the building wall facing a public street. On a corner or through lot,a sign may be erected along each street frontage. I Ieight of letters is limited to thirty six inches(36"). The sign shall not project more than thirty inches(30")from any facade or canopy and shall not be higher than the top of the building. I E t I EXHIBIT'E,Sign Criteria—Page E-I EXHIBIT F SHOPPING CENTER RULES AND REGULATIONS The following rules and regulations shall apply to Tenant's use of Premises and the Shopping Center,and the appurtenances thereto: 1. The Common Area shall not be obstructed by Tenant or used for purposes other than parking, ingress and egress to and from the Premises and for going from one to another part of the Shopping Center. I Plumbing,fixtures and appliances shall be used only for the purposes for which designed,and no sweepings,rubbish,rags or other unsuitable material shall be thrown or deposited therein. Damage resulting to any such fixtures or appliances from misuse by Tenant or its agents,employees or invitees,shall be paid by Tenant. 3. No signs, advertisements or notices shall be painted or affixed on or to any windows or doors or other part of the Shopping Center without the prior written consent of Landlord. No nails,hooks or screws shall be driven or inserted in any part of the Shopping Center except by Shopping Center maintenance personnel. 4. landlord shall provide all door locks in Tenant's Premises,at the cost of Tenant,and Tenant shall not place any additional door locks in the Premises without Landlord's prior written consent. Landlord shall furnish to Tenant a reasonable number of keys to Tenant's Premises,at Tenant's cost,and Tenant shall not make duplicates thereof. 5. Tenant shall not make or permit any vibration or improper,objectionable or unpleasant noises or odors in the Shopping Center or otherwise interfere in any way with other tenants or persons having business with them. 6. No machinery of any kind (other than normal office equipment) shall be operated by Tenant without Landlord's prior written consent, nor shall Tenant use or keep in the Shopping Center any flammable or explosive fluid or substance. 7. Landlord will not be responsible for lost or stolen personal property, money or jewelry from a tenant's premises or public or common areas regardless of whether such loss occurs when the area is locked against entry or not. R. No vending or dispensing machines of any kind may be maintained in any leased premises without the prior written permission of Landlord. 9. Tenant shall not conduct any activity on or about the Premises or Shopping Center which will draw pickets,demonstrators,or the like. 10. All vehicles are to be currently licensed,in good operating condition,parked for business purposes having to do with Tenant's business operated in the Premises,parked within parking spaces designated by landlord from time to time,one vehicle to each space. No vehicle shall be parked as a"billboard"vehicle in the parking lot. Any vehicle parked improperly may he towed away. Tenant, Tenant's agents, employees, vendors and customers who do not operate or park their vehicles as required shall subject the vehicle to being towed at the expense of the owner or driver. Landlord may place a"boot"on the vehicle to immobilize it and may levy a charge of$50.00 to remove the "boot." Tenant shall indemnify, hold and save harmless Landlord of any liability arising from the towing or booting of any vehicles belonging to a Tenant Party. 11. No tenant may enter into phone rooms,electrical rooms,mechanical rooms,or other service areas of the Shopping Center unless accompanied by Landlord or the Shopping Center manager. EXHIBIT F,Shopping Center Rules and Regulations—Page F-1 12. Tenant will not permit any Tenant Party to bring onto the Shopping Center any handgun, firearm or other weapons of any kind, illegal drugs or, unless expressly permitted by Landlord in writing, alcoholic beverages. t tty 1 I� t r 1 r s r r EXHIBIT F,Shopping Center Rules and Regulations—Page F-2 i }t k 3 EXHIBIT G CONFIRMATION OF COMMENCEMENT DATE 2021 BBQ Ventures,Inc. 12701 Whitewater Drive,Suite 100 Minnetonka,MN 55343 Re: Lease Agreement(the"Lease")dated 2021,between CH Retail Fund It/Chicago Clearwater, L.L.C., a Delaware limited liability company ("Landlord"), and BBQ VENTURES, INC.,a Minnesota corporation d/b/a Real Urban BBQ("Tenant"). Capitalized terms used herein but not defined shall be given the meanings assigned to them in the Lease. Ladies and Gentlemen: Landlord and Tenant agree as follows: 1. Condition of Premises. Tenant has accepted possession of the Premises pursuant to the Lease. Any improvements required by the terms of the Lease to be made by Landlord have been completed to the full and complete satisfaction of Tenant in all respects except for the punchlist items described on Exhibit A hereto (the "Punchlist Items"),and except for such Punchlist Items,Landlord has fulfilled all of its duties under the Lease with respect to such initial tenant improvements. Furthermore, Tenant acknowledges that the Premises are suitable for the Permitted Use. 2. Commencement Date. The Commencement Date of the Lease is JUI1G14 ,202L. 3. Expiration Date. The Term is scheduled to expire on the last day of the(&th full calendar month of the Term,which date is ,20_. 4. Contact Person. Tenant's contact person in the Premises is: znok 16�k_.yAv, Dr. 9te tUO Attention: tG _ j,S'VP Gori (11AJ1 .I Telephone: Email Address: ✓ eWC3L—VAOW X5S•wK 5. Ratification. Tenant hereby ratifies and confirms its obligations under the Lease,and represents and warrants to Landlord that it has no defenses thereto. Additionally,Tenant further confirms and ratifies that,as of the date hereof,(a)the Lease is and remains in good standing and in full force and effect,and(b)Tenant has no claims,counterclaims,set-offs or defenses against Landlord arising out of the Lease or in any way relating thereto or arising out of any other transaction between Landlord and Tenant. G. Binding Effect,Governing Law. Except as modified hereby,the Lease shall remain in full effect and this letter shall be binding upon Landlord and Tenant and their respective successors and assigns. If any inconsistency exists or arises between the terms of this letter and the terms of the Lease,the terms of this letter shall prevail. This letter shall be governed by the laws of the state in which the Premises are located. EXHIBIT G,Confirmation of Commencement Date -Page G-1 Please indicate your agreement to the above matters by signing this letter in the space indicated below and returning an executed original to us. Sincerely, ,a By: Name: _.._ Title: Agreed and accepted: BBQ VENTURES,INC.,a Minnesota corporation d/b/a Real Urban BBQ By:- Nam -- Title:- (e:O EXHIBIT G,Confirmation of Commencement Date -Page G-2 EXHIBIT A FUNCHLIST ITEMS Please insert any punchlist items that remain to be performed by Landlord. If no items are listed below by Tenant, none shall be deemed to exist. EXHIBIT G,Confirmation of Commencement Date -Page G-3 i I EXHIBIT H FORM OF TENANT ESTOPPEL CERTIFICATE The undersigned is the Tenant under the Lease(defined below) between_ , a , as Landlord, and the undersigned as Tenant, for the Premises in the Shopping Center located at v and commonly known as and hereby certifies as follows: 1. The Lease consists of the original Lease Agreement dated as of 201`, between Tenant and Landlord['s predecessor-in-interest] and the following amendments or modifications thereto (if none, please state"none"): The documents listed above are herein collectively referred to as the "Lease" and represent the entire agreement between the parties with respect to the Premises. All capitalized terms used herein but not defined shall be given the meaning assigned to them in the Lease, 2. ]'he Lease is in full force and effect and has not been modified,supplemented or amended in any way except as provided in Section 1 above. 3, The Term commenced on — and the Tetra expires, excluding any renewal options,on ,201_,and Tenant has no option to purchase all or any part of the Premises or the Shopping Center or,except as expressly set forth in the Lease,any option to terminate or cancel the I Lease, d. Tenant currently occupies the Premises described in the Lease and Tenant has not transferred, assigned,or sublet any portion of the Premises nor entered into any license or concession agreements with respect thereto except as follows(if none,please state"none"): All monthly installments of Minimum Rent, all Additional Rent and all monthly installments of estimated Additional Rent have been paid when due through . The current monthly installments of Minimum Rent and Additional Rent are: Minimum Rent $ Common Area Costs Insurance Costs Taxes Total $ S. All conditions of the Lease to be performed by Landlord necessary to the enforceability of the Lease have been satisfied and Landlord is not in default thereunder. In addition,Tenant has not delivered any notice to Landlord regarding a default by Landlord thereunder. 6. As of the date hereof,there are no existing defenses or offsets,or,to the undersigned's knowledge, claims or any basis for a claim, that the undersigned has against Landlord and no event has occurred and no condition exists,which,with the giving of notice or the passage of time,or both,will constitute a default under the Lease. EXHIBIT H,Form of Tenant Estoppel Certificate–Page H-1 7. No rental has been paid more than 30 days in advance and no security deposit has been delivered to Landlord except as provided in the Lease. 8. If Tenant is a corporation, partnership or other business entity, each individual executing this Estoppel Certificate on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in the state in which the Premises are located and that Tenant has full right and authority to execute and deliver this Estoppel Certificate and that each person signing on behalf of Tenant is authorized to do so. 9. There are no actions pending against Tenant under any bankruptcy or similar laws of the United States or any state. 10. Other than in compliance with all applicable laws and incidental to the ordinary course of the use of the Premises,the undersigned has not used or stored any hazardous substances in the Premises. H. Tenant is not itself, and is not directly or indirectly owned, controlled or supported by, a "Specially Designated National"or otherwise designated as a blocked person under any regulation of the Office of Foreign Assets Control,U.S.Department of Treasury(see:www.ustrcas.gov/offices/enforcement/OFAC). 12. All tenant improvement work to be performed by Landlord under the Lease has been completed in accordance with the Lease and has been accepted by the undersigned and all reimbursements and allowances due to the undersigned under the Lease in connection with any tenant improvement work have been paid in full. Tenant acknowledges that this Estoppel Certificate may be delivered to Landlord,Landlord's Mortgagee or to a prospective mortgagee or prospective purchaser,and their respective successors and assigns,and acknowledges that Landlord, Landlord's Mortgagee and/or such prospective mortgagee or prospective purchaser will be relying upon the statements contained herein in disbursing loan advances or making a new loan or acquiring the property of which the Premises are a part and that receipt by it of this certificate is a condition of disbursing loan advances or making such loan or acquiring such property. Executed as of TENANT: ,a By: Name: Title; j I EXIIIBIT H,Form of Tenant Estoppel Certificate—Page H-2 1 EXHIBIT I GUARANTY June 14 As a material inducement to Landlord to enter into the Lease Agreement,dated , 2021 (the"Lease"),between BBQ VENTURES,INC.,a Minnesota corporation d/b/a Real Urban BBQ,as Tenant,and CH i Retail Fund IUChieago Clearwater,L.L.C.,a Delaware limited liability company,as Landlord,BBQ Holdings,Inc.,a Minnesota corporation ("Guarantor"), hereby unconditionally and irrevocably guarantees the complete and timely performance of each obligation of Tenant(and any assignee)under the Lease and any extensions or renewals of and amendments to the Lease. This Guaranty is an absolute, primary, and continuing, guaranty of payment and performance and is independent of Tenant's obligations under the Lease Guarantor(and if this Guaranty is signed by more than one person or entity, each Guarantor hereunder)shall be primarily liable,jointly and severally, with Tenant and any other guarantor of Tenant's obligations. Guarantor waives any right to require landlord to(a)join Tenant with Guarantor in any suit arising under this Guaranty, (b)proceed against or exhaust any security given to secure Tenant's obligations under the Lease, or (c)pursue or exhaust any other remedy in Landlord's power. However, Guarantor shall have no liability or responsibility for any Lease matters accruing after the expiration of Lease Month 39 of the Term. Until all of Tenant's obligations to Landlord have been discharged in full,Guarantor shall have no right of subrogation against Tenant. Landlord may, without notice or demand and without affecting Guarantor's liability hereunder,from time to time,compromise,extend or otherwise modify any or all of the terms of the Lease,or fail to perfect, or fail to continue the perfection of, any security interests granted under the Lease. Without limiting the generality of the foregoing, if Tenant elects to increase the size of the leased premises, extend the lease term, or otherwise expand Tenant's obligations under the Lease, Tenant's execution of such lease documentation shall constitute Guarantors consent thereto(and such increased obligations of Tenant under the Lease shall constitute a guaranteed obligation hereunder);Guarantor hereby waives any and all rights to consent thereto. Guarantor waives any right to participate in any security now or hereafter held by Landlord. Guarantor hereby waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, dishonor and i notices of acceptance of this Guaranty,and waives all notices of existence,creation or incurring of new or additional obligations from Tenant to Landlord. Guarantor further waives all defenses afforded guarantors or based on suretyship or impairment of collateral under applicable Law,other than payment and performance in full of Tenant's obligations under the Lease. The liability of Guarantor under this Guaranty will not be affected by(1)the release or discharge of Tenant from,or impairment,limitation or modification of,Tenant's obligations under the Lease in any bankruptcy, receivership, or other debtor relief proceeding, whether state or federal and whether voluntary or involuntary; (2)the rejection or disaffirmance of the Lease in any such proceeding;or(3)the cessation from any cause whatsoever of the liability of Tenant under the Lease. € Guarantor shall pay to Landlord all costs incurred by Landlord in enforcing this Guaranty (including, without limitation,reasonable attorneys'fees and expenses). The obligations of Tenant under the Lease to execute and deliver estoppel statements,as therein provided,shall be deemed to also require the Guarantor hereunder to do so and provide the same relative to Guarantor following written request by Landlord in accordance with the terms of the Lease. All notices and other communications given pursuant to,or in connection with,this Guaranty shall be delivered in the same manner required in the Lease. All notices or other communications addressed to Guarantor shall be delivered at the address set forth below. This Guaranty shall be binding upon the heirs, legal representatives, successors and assigns of Guarantor and shall inure to the benefit of Landlord's successors and assigns. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] EXHIBIT 1,Guaranty--Page I-1 Executed as of 2 ,2021. BBQ Holdings,Inc.,a Minnesota corporation By:_ Name: b Title: _ Address: Telephon Email Address: lettery.criveuoggwq-noiaings.com Secretary of State Organizational Number: 1077848800027 STATE OF,AN-1'Aavta�- § § ss. COUNTY OF 4flA § BEFORE ME, the undersigned authority, on this day personally appeared "ACAud(10 3 , CCD of BBQ Holdings, Inc., a Minnesota corporation known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed,on behalf of said corporation. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the ,day ofJL4—k to 2021. SARAH LYNN NAUMANN Notary Pudic,State of NOTARY PUBUc MINNESOTA MY cormohaon EqkM im 31.20n EXHIBIT 1,Guaranty—Page 1-2 I EXHIBIT J RENEWAL OPTION Provided no Event of Default exists and Tenant is occupying the entire Premises at the time of such election, Tenant may renew this Lease for two(2)additional period of five (5)years each, by delivering written notice of the exercise thereof to Landlord not earlier than 18 months nor later than twelve months before the expiration of the Term. Landlord and Tenant shall execute an amendment to this Lease extending the Term on the same terms provided in this Lease,except as follows: (a) The Minimum Rent shall he as follows: Lease Month Annual Minimum Rent Monthly Minimum Rate Per Rentable Square Rent Foot 67-126 $33.00 $11.206.25 127-186 $36.30 $12.326.88 (b) Tenant shall have no further renewal option unless expressly granted by Landlord in writing;and (c) Landlord shall lease to Tenant the Premises in their then-current condition,and Landlord shall not provide to Tenant any allowances(e.g.,moving allowance,construction allowance,and the like)or other tenant inducements. If Tenant fails to timely execute such amendment, Tenant's rights under this Exhibit shall terminate and Tenant shall have no right to rcnew this Lease. Tenant's rights under this Exhibit shall terminate if(1)this Lease or Tenant's right to possession of the Premises is terminated, (2)Tenant assigns any of its interest in this Lease or sublets any portion of the Premises other than to a Permitted Transferee,or(3)Tenant fails to timely exercise its option under this Exhibit,time being of the essence with respect to Tenant's exercise thereof. EXHIBIT J,Renewal Option—Page J-1 i EXHIBIT K PROHIBITED AND EXCLUSIVE USES Prohibited lines: PROHIBITED USES No portion of the Combined Property shall be used or occupied for any of the following: call center; lodge or assembly hall; game arcade;bowling alley;continuous or live entertainment; cinema or theater; medical office or clinic;any unlawful use;funeral establishment;used car lot;auction or bankruptcy sale (except those which are lawful and bona fide); pawn shop; thrift store; shooting gallery; sale of guns and ammunition; refinery; adult bookstore or facility selling, renting or displaying pornographic or adult books, magazines, literature, films, pictures, videotapes, video discs or other paraphernalia or merchandise of any kind(materials shall be considered"adult"or"pornographic"for such purpose if the same are not available for sale or rental to children under 18 years old because they explicitly deal with or depict human sexuality), provided that sale, rental or display of such items as an incidental part of a permitted business(as used above,the term "incidental'means, with respect to any national or regional video store chain,any sale or rental of such materials and with respect to other operators,the sale of such materials from not more than ten percent(10%)of the sales area of such business and so as to constitute less than ten percent(10%)of the gross sales of such business)shall be pennitted; massage parlor(other than a lawful massage facility typically found in first-class retail projects); unemployment agency; government office(other than a staff office,as opposed to a government office which serves the public); food stamp center;check cashing business;dance hall;cocktail lounge or bar(except a first-class cocktail bar or martini bar or as incident to a permitted restaurant),sports bar,disco or night club;bingo,gambling or games of chance, but lottery tickets and other items commonly sold in retail establishments may be sold as an incidental part of business;second hand store,auction house, flea market,tattoo parlor,sale of drug-related paraphernalia; any obscene, nude, or semi-nude live performances or nude modeling, or operation of a sex club of any sort; welfare office;walk-in health clinic; repair shop; laundromat or any other use that could materially and adversely affect parking for the Combined Property. Notwithstanding the foregoing or anything else contained in this Agreement to the contrary,the Owner of Lot 6 of Clearwater may provide the residents and guests of the seniors housing thereon with ancillary uses and services associated with seniors housing including,but not limited to: physical and occupational therapy, medical services, health and fitness services, nutrition and dining services and entertainment, including movies, live entertainment (e.g., music performances) and bingo and other parlor games; provided that the Owner of Lot 6 will not make its fitness amenities available to the general public. f i fI I C EXHIBIT K,Prohibited and Exclusive Uses—Page K-1 1?xclusive lJses: EXCEPTED LAT WITHIN CLEARWATER TENANT PROHIBITED USE i.e. Benefited Lot CIIIPOTLE Quick service/fast casual/fast food restaurant 5 with gross sales of 20%or more from the sale of burritos,Mexican wraps,fa'itas or tacos. JASON'S DELI a)Delicatessen b)a restaurant whose I operations are similar to that of a delicatessen, including PotBelly,Boudin Bakery,Panora Bread,Corner Bakery and McAlisters Deli. _ LA FITNESS Any other fitness related operation(including, 1 without limitation,health club,aerobics, spinning,personal training,basketball,boxing, cardiovascular or ja7zercise operations)No out lot restaurant shall contain more than 9000sf. No portion of the premises should be used or occupied for medical use. PROTEIN BAR Any tenant or occupant with annual gross 1 sales of 10%or more from the sale of blended drinks and smoothies or organic food products made primarily of vegetable-based proteins; provided,that,the foregoing shall not apply to any future tenant or occupant operating a Chipotle,Roti,Noodles&Company, Mediterranean Kitchen,Dunkin Donuts or Starbuck's restaurant. ROTI Any tenant or occupant with annual sales 30% 5 or morn from sale of prepared Mediterranean f cuisine centered around piles,couscous,fire- roasted meats and hurnmus and other related Mediterranean cuisine products customarily sold in Roti Mediterranean Grill. C i Restaurant with full service breakfast 1 EGG HARBOR CAFE operations. Lease, sublease or assignment of a lease to I STEAM COFFEE Starbucks P:\Real EstateVJP2]\Crow Holdings.OakBrook.ClearwateratOakBrook.Real IJrbanBBQ.I 110\Lease Agreemcnt.004.doc EXHIBIT K,Prohibited and Exclusive Uses—Page K-2 i ones • • • • • w • ■ • wwww�w r • w ® • • • ,� `t, • • ELM as ago ago FPO I one a ■ ■ • , .� W Fant- o 1.1 n � 'r i_i i_i �I�•'�i#NMMM� � — oa oaa0000�0000aco�oa�c�a��aa�Qoc�aaooaova�c�Qoaaoc�a�a�oo�oaoac���0000eoacoaooQaom - t t ca6���aoIv WIN �oa�oaoNoQoaooc�oca0111a1oQc��o1 REAL URBAN BARBECUE _ 211 S Clearwater Oakbrook, IL FOOD SERVICE EQUIPMENT PLAN ii • 104 k VCHICAGO' S ORIGINA140 How d60 EeV °� SAL • RE AM r Eauc bmr. 6o Yeu caw-t a, 3w#Yc' ... .. .. is .... 11 y � 79ppeuzera BBQ Nachos $10.99 Onion Strings $3.99 Nacho cheese,BBQ sauce,pico de Ballo,jalapenos,scallions, sliced avocado&sour cream with your choice of meat Cheddar Corn Hush Puppies $2.49 Buffalo or BBQ Smoked Wings $8.99 (3)2.49 or(6)3.99 6 for 8.99 1 10 for 12.99 120 for 23.99 130 for 34.99 Cheese Curds $5.99 mss•• it 4 . lot,� salade & SoVj Add pulled chicken,grilled chicken, brisket, turkey, pork or burnt ends for 4.00 Chopped Salad $9.99 Southern Salad $9.99 Garden blend lettuce tossed with cucumbers,tomatoes, Lettuce,tomatoes,cheddar cheese,candied pecans,sweet bacon,red onion,crumbled bleu cheese,ditalini pasta&red corn,black beans,sliced avocado&fried onion strings. wine vinaigrette. Smokehouse Cobb .-- $9.99 The Wedge Salad $9.99 Romaine&iceberg,bacon,cheddar cheese,chopped egg, Wedge of iceberg,tomatoes,bacon,crumbled bleu cheese,& avocado,tomatoes,cucumber,&red onion. chopped egg. Dinner Salad $6.99 Soup/Chili of the Day . $4.99 Garden blend lettuce,tomatoes,cucumbers&carrots. Small 4.99 large 5.99 Dressings: Jalapeno Ranch,Dark Balsamic,Ranch,Honey Mustard,Fat Free Raspberry Vinaigrette,Bleu Cheese(gf)or Red wine Vinaigrette(gf) Extra Cheese $0.50 Avocado $0.50 Candied Pecans $0.50 Chopped Egg $0.50 r Btu chkaj & Con w Includes your choice of 2 single serving sides. 17 Hni or CmnkPrl Pi MPH Pnrk It 1':t 44 1 A Hni it CmnkArl R tlirnri Rrirkpt A 1 A 44 Sliced Turkey $13.99 Pulled Chicken . . $12.99 Whole Chicken $16.99 1/2 Chicken $11.99 (all white meat 20.99) (all white meat 13.99) Texas Sausage(2 links) $12.99 Burnt Ends $17,99 BBQ Combos Includes your choice of 2 single serving sides.Choose from: 1/3 slab Ribs(limit 1), 1/4 Chicken,Pulled Chicken,Brisket, Sausage,Pork,Turkey or Burnt Ends. Any 2 Meats $18.99 Any 3 Meats $21.99 Dubbed Mal Our award-winning Baby Back Ribs Add 2 single serving sides of your choice for an additional 4.00 1/2 Slab $15.99 Full Slab $24.99 Ask for'em:Wet(sauce on),Dry(sauce on the side),'RUB'bed (Memphis style with our signature blend of seasonings), Perfection(Both rub&sauce) sidw & Sftdaftiej Add 2 single serving sides of your choice for an additional 4.00 Topped with slaw?add 1.00 Pulled Pork Sandwich $8.99 Brisket Sandwich $9.99 mini$4.99 13 for$12.99 mini$5.25 Turkey Sandwich $8.99 Pulled Chicken Sandwich . $8.99 mini$4.99 13 for$12.99 mini$4.99 13 for$12.99 Texas Sausage Sandwich . . . $7.99 Grilled Chicken Sandwich $8.99 mini$4.99 13 for$12.99 Herb marinated,with lettuce,tomato&avocado.mini$4.99 13 for$12.99 Burnt Ends Sandwich $11.99 The Home 'Recker Sandwich $10.99 Limited availability daily!Bite-sized chunks of brisket smoked Texas sausage topped with pulled pork. Mini$5.99 twice for an extra crispy outside and tender inside.mini $5.99 Mac Attack - - $9.99 Urban Poutine $8.99 Our award-winning homemade mac&cheese.topped with French fries topped with breaded cheese curds&brown pulled pork$9.99 or burnt ends$10.99 gravy.Topped with pulled pork$8.99 or burnt ends$10.99 sitd a Check the board or call for our Side of the Day! French Fries $2.99 Coleslaw $2.99 SINGLE 2.99 1 PINT 5.99 SINGLE 2.99 1 PINT 5.99 1 QUART 10.99 Buttermilk Mashed Potatoes $2.99 Homestyle Mac&Cheese . $2.99 SINGLE 2.99 1 PINT 5.99 1 QUART 10.99 SINGLE 2.99 1 PINT 5.99 1 QUART 10.99 0 Creamed Spinach $2.99 Sweet Potato Souffle SINGLE 2.99 1 PINT 7.99 1 QUART 13.99 SINGLE 2.99 1 PINT 7.99 1 QUART 13.99 contains walnuts& pecans Golden Corn Bake $2.99 Smoked Baked Beans $2.99 SINGLE 2.99 1 PINT 5.99 1 QUART 10.99 SINGLE 2.99 1 PINT 5.99 1 QUART 10.99 Roasted Bacon Brussels Sprouts _ $2.99 Cobbler of the Day $2.99 SINGLE 2.99 1 PINT 7.99 1 QUART 13.99 SINGLE 2.99 1 PINT 7.99 1 QUART 13.99 Corn Bread Muffin - . . . . . . . . . . . . . . . . . $1.49 1.49(1)6.99(6)12.99(12)1 side=2 muffins V V y the Pound 12 Hour Smoked Pulled Pork $13.99 14 Hour Smoked & Sliced Brisket $19.99 Sliced Turkey $14.99 Pulled Chicken $13.99 Texas Sausage $15.99 Burnt Ends $20.99 smoked ot"all Whole Chicken $13.99 1/2 Chicken . . . . . . . $8.99 . . . . . . . . . . . . . . . . . . . . (all white meat 18.99) (all white meat 9.99) Quarter Chicken . . . . . . . . $5.99 TamUy f A.Chi All Family Packs include Brain Buster Pickles, Family Pack#1 . . .. . . . .$69.99 Family Pack#2 . . .. . . . . $109.99 1 1/2 lbs any meat(excluding ribs), 1 whole chicken,4 pints 1 slab ribs,2 lbs any meat, 1 whole chicken,4 pint sides, sides,sauce&12 mini buns.Also includes 2 qt lemonade or sauce, 18 mini buns&3 quarts lemonade or iced tea.(serves iced tea.(serves 4-6) 6-8) Family Pack#3 $169.99 3 lbs any meat,2 slabs ribs,2 whole chickens,3 quarts sides, sauce&24 mini buns&4 quarts lemonade or iced tea. (serves 10-12) S&MOfUd C,alw & fki We take our sweet treats pretty seriously. We like to say, "come for the BBQ, stay for dessert!" Key Lime Pie $3.99 Banana Pudding Peanut Butter Pie $3.99 Chocolate Cake $3,99 Carrot Cake $4.99 `Aida % uqj