exhibit108leaseagreement






RESTAURANT LEASE  1",1, •• , THIS RESTAURANT LEASE (the "Lease"), dated for reference purposes as of  J'Ii~,';j ) c,-"- 2014 ( the "[ease Execution Date'). is entered into by and between Sunset  Triangle Investors, LLL a Ca lifornia Iimileu liabil ily company (,'Landlord"). and La Conq,  LLC. a Ca li fornia limited li ability company (' 'Tenant'' herein),  Land lord and Tenant hereby agree as fo ll ows:  SECTION L FUNDAMENTAL PROVISIONS  (A) Prem ises: The leased premises (the "Premises") consist of rest au ram space  located at 370 1 Slmset Blvd. in the City of Los Angeles, Ca lifornia. Subject to the  fo regoing and the other terms and conditions of this Lease, the floor area of tbe Prem ises  comprises of approximately 2,434 square feet (incl usive of the indoor patio) rentable  square feet (the "Floor Area of the Premises"). The Prem ises are dep icted on th e floor  plan anachcd as Exhibit A (the "Floor Plan"). Tenant expressly acknowledges that the  black shack behind 3701 W. SunserBlvd .. Los AngcJes, Ca lifornia , 90026 is not part of the  Premist:s.  (B) Legal Non-Confollll ing Use: The Premises is cU lTently a legal  non-conforming usc, Landlord will nut approve any building improvements or applications  which may im pact or change the status of the existing legal non-conform ing use,  (C) Lease Tenn : The Lease shall be for a term of One Hundred and Twenty  Seven ( 117) months fo ll owing the Commencement Date (the "Lease Tcrm "), and shall  exp ire at midnight On the last day of the Lease Term. rmless sooner terminated as herein  prov ided (the "Lease Termination Date") ,  (D) Lease Execution Date: As set forth in the initial paragraph above.  (El Lease Commencement Date: Lease Exec ution Date.  (F) Rent Commencemen t Date: Seven (7) months fo ll owi ng Lease  Commencement Date. No later than August 30, 2014 or Land lord shall ha\"e the  option to temlinate the Lease upon noti ce to Tenant.  (G) Minimum MonthlyRent. Subject to H below, the Minimum Monthly Rent  starring in Year Onc shal l be S 13,265 .30 (Thil1een Thousand Two Hundred and Sixty Five  Dollars and Th irty Cents) with the first month's rent and Security Dcposit as provided for  below payab le upon exec ution of the Lease,  For purposes of the above schedule, "Month I" means the 1110nth during which the  Commencemem Dale occurs.  





 






(H) Annual Monthly Rent Incrcascs: The Minimum Monthl y Rent shall  increase by three perccnt (3%) each year during the Lease Term and any ex tens ion. with  the first sllch increase commencing on the anniYersary dale of the lease commencement  date.  (I ) Ex tension Option. Pursuant [ 0 Exhibit B allached to th is Leasc. landlord  grants to Tenant two (2) options to extend the lease Term. If Tenant timely aDd properly  exerci ses such extension 0plion(s) in accordance w ith Exh ibit B, then all references in Ihis  Lease to the Lease Ten" shall mean the lease Ten" as ex tended pursuant to Exh ibi t B,  and all references to the Lease Termination Date shal l mean th e Leasc Term as extendcd  pursuant to Exhibit B. Minimum Monthly Rent duri ng any such ex tension of the lease  Ten" sha ll be detellllined as set forth in Exhibit B.  (J) Tenan t Improvement Allowance: Landlord agrees to pay Tenant a Tenant  Improvement A ll owance of565.000 immediately upon evidence thal lhe l iquor license has  tran sfCITed into Tenant·s name/entity, upon wh ich tim e Tenant waives any righttD cancel  lease.  (K) Security Deposit: Concurrently with the execution of thi s Lease. Tenanl  sha ll deli ver to Landlord the Security Deposit as set fo rth on Exhibit F attached bereto (the  '·SO·') . Upon any uncured default or breach of thi s lease by Tenant, Land lord shall be  entitled to draw upon the SO. Any such draw shall be without waiyer or any rights  landlord may have under this Lease or at law or in equity as a result of Ihe default, as a  s~toff for full or partia l compensati on for the default. If any portion of the SD is drawn  upon after a defau lt by Tenant, Tenant sha ll within ten ( 10) business days after "'Tinen  deman d by Landlord or Tenam shall deposit wi th l andl ord in cash an alllount that when  combined wi lh the undrawn amount remaining under the SO equals the tolal SD. Failu re to  compl y with the immediately preceding sentence with sueh ten ( 10) business days shall be  a del" ult by Tenant under Ihis lease. landlord shall not be required 10 keep the SD  separate from its general funds and Tenant shall nO! be entitled to interest on slIch SD;  Tenant waives the provisions of Cal ifo rnia Civ il Code Section 1950.7. and a ll other  proYisiol1s of law now in force or Ihal become in fo rce after the date of execution of this  Lease thai proyide that Landlord may claim from a security deposit only those sums  reasonably necessary to remedy defaults in thc paymcnt of relll , to repair damage caused by  Tenan l, or to clean the Prcmises.  (l l Ulilities Used on the Prem ises: I\ s bill ed pursuant to Seclion 15 hereof.  (M) Common Area Maintenance Charges : As bi llcd pursuant to Sections 24  through 27 hereof.  (N) Common Area Utility Charges : As billed pUrSUal1l10 Sections 25 through  27 hereof.  (0) Permitted Uses: As sel forth in Section 19.  (P) Business Hours: As sei forth in Section 18.  2  





 






 





 






grou nd and underl ying leases and mOl1gages which now or hereafter affect this Lease as provided  herein.  SECTlOI\ 5. SURRENDER OF POSSESSION  Upon lhe expirati on o r other lcnninalion of the Lease Tenl1, Tenant shall pro mptly and  peacefully surrender the Premises to Landlord. broom clean, in good condition and repa ir. except  for ordinary wear and tear, and Tenant shall remove all of its trade tixtures and equipm ent from the  Premises. Any damage caused by such remova l sha ll be repaired by Tenant at its expense. Any  trade tixmfcs. personal property or equ ipment not removed by Tenant on or prior to the expiratjon  or earlier termina tion of the Lease Term shall be deemed to have become fixtures (as to trade  fixtures). or abandoned (as to personal property and equipment). Landlord may store personal  property or eq uipment left on Ihe Premises in Tena nt ' s name. at Tenant"s cost, and without notice  to Tenant. and thereafter Landlord may dispose of such property as provided by law. Tenant  hereby wai ve, all claims for damages that may be caused by Landlord terminating Tenant' s  occupancy in accordance with th is Lease or removi ng and storin g Tenant' s personal properly. and  wil l hold Landl ord hanlli ess from loss, COStS, or damages occasioned thereby. Removal of trade  fixUlres shall be at the sale cost and ex pense of Tenant. If Landlord sells or retains such o'ade  fixtures. Landlord may rece ive and retain the proceeds of sucb sa le to offset agaillst the costs  inc lined by Landlord in stori ng and sel ling such property and any other amo unts due under thi s  Lease. Tenant shall also del iver all keys belonging to the Prem ises to Land lord or Landlord's  agent on the date the Lease exp ires or otherwise tenn inates; provided , however. the del ivery of  keys to any employee or agent of Landl ord shall not operate as a termination of th is Lease or a  sun'ender of the Premises.  SECTION 6. ACCESS BY LANDLORD  Landlord and its agents shall ha ve the right to enter into and upon tbe Premises at all  reasonable ti mes fo ll owing reasonable prior notice to Tenant fo r the purposes of inspecting.  clean ing, repairing, altering, adding to, or improving the Premises or the Building, but thi s right  shall not be construed as an agreement on the part of Landlord to perfonn such acts . Landlord  sha ll have the right to show the Premises to prospective tenants for six (6) months prior to the  expiration of the Lease Term and to place and maintain "For Rent" signs in a conspicuous place on  th e Premises for ni nety (90) days prior 10 th e expirati on ur the Lease Term.  SECTION 7. OPERATING COVENANT - AB. ... rno 'ME NT  Tenant covenantS and agrees that during the Lease Term it will continuously and  un intenuptedl y operate and conduct within the Premises the business that it is required to operate  a!ld conduct und er the provisio ns hereof excepl while the Premises are being remode led or are  unrentab le by reason of fire or other unavoidable casualty. and that il wi ll at all times kecp and  maintain w ithin and upon the Premises an adequate stock of merchandi se and trade fixtures and  have suffi cicnt person nel to service and suppl y thc usual and ordinary demand and requirements of  its customers. Tenant agrees that it w ill keep the Premi ses in a neat. clean and orderly condi tion  and that all lrash and rubbi sh generated by it shall be deposited within prescribed receptacles in  designated service areas. and Tenant shall leave Ihe service areas in a clean and orderly condition.  Tenant further acknowledges an d agrees that Landlo rd has the sole right to determine the  4  





 






appropriatc mix of tenants at rhe Building and to change sllch mi x in Landlord 's discretion from  timc to time . In light of the foregoing considerations. Tenant agrees thar. ill the event that Tenant  rail s to oren for business for ten (10) consecut ive business days, Landlord shall be entitled to deem  the Premises abandoned . Without waiving any other rights hereunder, if landlord deems the  Promises abandoned it shall post conspicuously 011 the door of the Premises a notice that the  Prem ises are deemed abandoned and mai l a copy of such notice pursuant herein . If Tenant fails to  meet and confer with Landlord at the Landl ord's omces. personally or through a representative  aut horized to accept service of process, and such fai lure continues for ten ( 10) days following the  mailing of the notice of abandonment (running concurrently with, not in addition to, any stannory  notice period required for termination of the tenancy). Landlord shaU be entitled to re-enter and  re take the Premises by any reasonable means. inc luding, without limitation. removi ng and/or  replacing the locks. Landlord shall also be entitled to re-let the l'rcmises, and sell any or all goods  found tbereon. Tenant IVai,-es any and aU claims for damages based upon Landlord ' s re-entry Or  re- letting of the Premises, or sa le of goods in compliance with this Section. Landlord's rights  under this section are in addition to all other rights and remedies avai lab le to Landlord for breach  of any provision of thi s Lease.  SECTION 8. HOLDOVER TENANCY  rf with Landlord', consent Tenant shall retain possession of the Premises or an y part  thcreof following the expiration or sooner tennination of this Lease for any reason, Tenant shall  becomc a tenant from month to month at a minimnl11 monthly rental of onc hundred fifty percent  ( 150%) orthe amount of the Minimum Monthly Rent for the last month of the Lease Term. Such  tenancy shall be subject to all orthe co.nditions. provis ions and obligations of this Lease insofar as  the samc arc applicable to a month ro month tenancy and shall continue until terminated by  Landlord or Tenant, such tenllination to be exercised by the terminating party giving at least lhirty  (30) days' prior written notice to the other party. Nothing in this section shall be deemed to be a  grant to Tenant of any righ t to holdover. and if Landlord does not consent to such holding over.  Tenant shall be deemed a trespasser and Landlord may exercise all rights and remed ies under this  Lease or applicable law to regain possession of the Premises.  SECTION 9. MI.J.'<IMUM MONTHLY RENT AND ADDITIONAL RENT  Tenant agrees to pay rent to Landlord , without notice or demand and withoUl offset or  deduction. at Landlord's address sct forth in Section I, or sllch place as Landlord may by notice to  Tenant from time to ti me direct, as follows:  (A) The Minimum Monthly Rent set forth in Section leG), in advancc on the  first day of each month ofrbe lease Term and any extensions thereof. except that the firsl  mooth ' , installment of Minimum Monthly Rent shall be paid by Tenant upon the execution  of this Lease and subject to the Rent Commencement Date in Section I (Fl.  (B) All charges other than Minimum Monthly Rent payable by Tenant  hereundc r shall be deemed "Additional Rent," and landlord shall have the same remedies  for a default in payment of Additiona l Rent as fo r a default in the payment of Minimum  Month ly Rent. The failure of any bank to honor a check ofT enant in payment of Minimum  Monthly Rent or Additional Rent shall be a default hereunder. The Mi nimum Monthly  5  





 






Rent and Add itiona l Rem (including. without limitation, any charges du e under this lease)  are sometimes herein collecti vely referred to as "Rent"" or "rent."  SECTJOI" 10. LIQ UOR T.TCENSE  Tenant requests lhat the ABC License Type 47 #3 15174 (the "License") currentl y owned  by Jesus M Pimo dba EI Conquistador be acquired for 565.000 for the benefit of Tenant. Tenant is  solely responsib le for completing the transfer oftbe liq uor license. Tenant has advised Landlord  that Tenant is an experienced restauralll operator and that it is familiar with the procedures for  acquiring the License and shall acquire the License through an escrow (the "Escrow"). Tenant  agrees to begi n the process of the liquor license transfer immediately upon l ease Execution .  In the event Tenant has actively pursued transfer ofrhe li quor li cense. but as of ninety (90)  days afler the Commencement Date, the liquor license is not transferred. Tenaut shall have the  right to cance l tbe Lease agreement upon wrinen notice to Landlord. In the event the liquor lice nse  has not been transferred to Tenant as of the expiration of sa id ninety (90) period. Landlord may  thereafter tenninate this Lease agreement upon wrillen notice to Tenant. In the event that Tenant is  in default and docs not cure their default, or upon lease expiratlon, Tenant agrees to immcdiately  seU or assign liquor license back to Landlord for the amount of S 1.00. Tenant expressly  acknowledges and agrees that in the event Tenan t breaches the foregojng but not immediately  transferring the liquor license to landlord, then in addition to its other remedies. l andlord shal l be  entitled to specific performance and other equitable remedies without the necessi ty of proving the  inadequacy of its legal remedies.  SECTION 11. TENANT IMPROVEMENT ALLOWANCE  landlord agrees to pay Tenant a Tenant Improvement Allowance of ~65,000 immediately  upon evidence that the liquor license has transferred in to Tenant's name/entity. upon wh ich time  Tenant waives its right to cancel the lease pursuant to Section 10.  SECTION 12. SECURITY INTEREST  As additional security for Tenant's obligations under this Lease, Tenant hereby grants to  landlord a lien and security interest in and to al l present and future right, title and interest of  Tenant in and to the fo ll owi ng (the "Collateral' "): (a) all inventory, equipment, tixtures and oth er  goods (as thosc tcrms are defined in Division 9 of the Ca liforn ia Unifol1n Commerc ial Code (I he  ·'UCC·). and whether existing now or in the futurc) now or in the future located at, upon or aboUl,  or aftixed or attached to or installed in , the Premises. or used or to be used in connection w ith or  othelwise relat ing to the Prcmises or the ownership , use, development, constlUction, maintenance,  management. operation, marketing, leas ing or occupancy of the Premises; (b) all present and  fu ture right. tit le and interest of Ten ant in and to all accounts, genera l intangibles. chattel paper,  deposit accounts. money. instruments and documents (as those terms are delined in the UCC) and  a ll other agreements . obligations, righrs and wrinen materials (in each case whether existing now  or in the fll rurc) now or in the future relating to or othcrwise arising in connection with or derived  frum the Premises . Tenan t hereby grants Land lord the right to file a financing statement in the  appropriate filing office to perfect Landlord 's security interest in and to the personal property  6  





 






described abovc. Landlord shall have, in addition to all rights and remedics provided herein. all  the rights and remedies or a "secured party" under the UCC and other app li cab le law.  SECTION 13. LATE CHARGES  Tcnam hereby ac.knowledges that late payment by Tenant lo Landlord of Rent and other  sums due hereunder wi ll cause Landlord to incur costs not contemplated by this Lease. the exact  amount of whi ch wi ll be extremely diffi cult to ascertain . Sucb costS include. but are not limited to,  processing and accounting charges and late charges which may be imposed on Landlord by the  tel1115 of any Illaster lease, 1ll0l1gage, or deed oftntst eovcring the Premises . Accordingly. if any  installment or Rent or any other sum due from Tenant shall not be receivcd by Landlord or  Landlord's designee by the end of business hours on the fourth (4'h) day after the day such amount  was due, Tenant shall pay to Landlord a late charge equal to five percent (5%) of such overdue  amoun!. The parties hereby agree that such late charge represems a fair and reasonable estimate of  the costs Landlord will incur by reason of late payment of TenanL. Acceptance of such late charge  by Landlord shall in no event constitute a waive r ofTcnant's default with respect to such overdue  amount nor prevent Land lord from exercising any of thc other rights and remed ies granted  hereunder including. without limi tation. Landlord's option to declare tbat tbe Lease is tertninated.  Where Tenant is in an'ears in paymem of Rent or any other charges due hereunder.  Landlord shall hal'e the right, in its sole and absolute discretion, to apply any monies rece ived from  Tenam to the overdue charges or to any amoums due hereunder, regardless of any designation of  such payments made by Tenant.  SERCTION t4 . TAXES  On the tirst day of each month. Tcnant sha ll pay to Landlord , in advancc, one twelfth  (111 2) of the es timated Taxes Applicable to the Premises. "Taxes" shall mean and include a ll real  estate taxes. assessments. gOI'ernmental levies, municipal taxes. COWlty taxes or any other  governmenta l charge, general or special , ordinary or extrao rdinary, unforeseen as well as foreseen,  ofany kind or na mre whatsoever. which arc or may be assessed, levied or imposed upon all or any  pan of the land. the Building and the sidewalks. plazas or streets in front of or adjacent thereto,  including any tax attributable to a change of ownership of the Building or the Building or the  making of improvemenrs at th e Build ing or th e ProperlY. any tax, excise or fee measured by or  payable with respect to any rent and levied against Landlord, and any expenses incuITed by  Landlord in contest ing any of the foregoing or assessed valuations. If, due to a fumre change in the  method of taxation or in the taxing authority, a new or additional real estate tax or a fra nchi se,  income. rransiL. profit or other tax or govel11mcntal imposition, however desil,'I1ated, shall be levied  against Land lord, the Building. and/or all or any part oftbe Building, or sidewalk. in addition to or  in substitution for, in whole or in part. any tax which wou ld constilUte Taxes or in li eu of additional  Taxes. sllch tax or imposi tion shal l be deemed for purposes hereof to be included with in Taxes .  ''Taxes Applicable to the Premises" shall mean , in the case the Building or the parcel on whi ch  the Building is located is separately assessed, th e ratio that the floor Area ofrhe Premises bears to  the Floor Area of the assessed parcel or Building.  Tenant sha ll also pay to Landlord as Additional Rent Tenant's share (based on the same  propol1ion as is llsed to calculate the "Taxes Applicable [0 the Premises") ofthc cost and expenses  7  





 






paid or incUlTed by Landlord for profcssional or other serv ices (including but not limitcd to fees  and expenses of consultants. attomeys, appra isers and experts) in counection with contestin g  Taxes or assessments or in connection with the efforts to sec ure lowered real estate tax  assessments on the Building or Building or to resist increased assessments. Tenant shal l be liable  hereunder onl y fo r slich costs and ex penses incurred in connection wi th Taxes assessed o.r to be  assessed for tax periods OCCUlTing within l.he Lease Term. To the extent such t:OS lS and expenses  are attributable to tax es assessed for tax periods that are only partially included witbin tbe Lease  Tenll . Tenant 's share shall be prorated. Tenant shall pay Additiona l Rent hereu nderuJlo.n demand  therefor by landlord accompanied by suitable evidcnce of the amount demanded.  Tcnant shall also promptly pay when due any taxes app licable to its leaseh old interest and  any personal property [axes levied against property of Tena11l situated on the Prem ises directly to  th e appropriat e taxing authority.  SECTlOl\ 15. UTILITY USAGE AT THE PREMISES  Tcnant hereby covenants and agrees to pa y prompt ly all charges for heal, light. water.  sewer, garbage, pest control and fo r all Other utilities used on or in connection w ith the Prcmiscs  durin g the Lease Tenn. Any pon ion of the utility cbarge allocated to Common Areas sha[1 be  incl uded in the Common Area Util ity Charge as hereinafter deiincd. Common Area Utility  Charges , ha ll be governed by Sections 25 through.1Q of this Lease.  SECTION 16. USE OF PREMISES AND BUILDING FACILITIES  [6 .1 Tenant shall use the Premises solely for the purposes set forth in this Lease  and for no other purpose wi thou t obtaini ng the prior written consent of Landlord .  Tenant acknowledges th at neithcr Landlord nor any agent of Landlord has made  an y representation or warranty with respect to the Premises or with respect to the  suitability of [he Premises or the Building for thc conductofTenant 's business, nor  has Landlord agreed to undertake any modification , altera ti on or improvement to  th e Premises or the Building, except as sct fo rtb in this Lease. Tenant exprcssly  understands and acknowledges tha t the Prem ises are leased hercunder without a  Co nd itional Use Permit ("CU P") in place and that at all times as an express  condition of Tenan r's Right to Use the Premises hereunder, that any such use will  be consistent with the Premises current legal, non-conforming condi tions such that  no CUP shall be required . Subject to the forego ing, any condition and hours of use  of the Premises sball be controiJed by the Liquor License secu re by Tenanl for the  Premises (collectively the "ABC' hours and conditions"). Tenant shall promptl y  comply with all laws, ordinances, orders and regulations affect ing the Premises and  the Build ing. including, witho ut Limitation, any rules and regulations that may be  attached to this Lease and to any reasonable modifications to these rules and  regu larions as landlord may adoJlt from time to time . Tenant acknowledges that,  except for landlord' s obligatio ns pursuant to this Lease, Tenant is solcly  responsible for ensuring that the Premises comply with any and all governmental  codes, regu lations and laws applicable to Tenant's conduct of busi ness on the  Premises, and that Tenant is sole ly responsible for any alterations or improvements  that may be required by such codes . regulations, and laws, whether now cx isting or  R  





 






herea fter adopted. Tenant wi ll not perf 01111 any act or can y all any practices that  may injure the Premises or the Building; that may be a nu isance or menace to other  tenants in the Bui lding; or that shall in any way interfere with t.he quiet enjoymel1!  of such other tenanrs or residents.  16 .2 Tenant herein covenants by and for him self or herself. his or her he irs ,  executors, administrators and assigns, and all persons claiming under or through  hi m or her, and thi s lease is made and accepted upon and subject to the fo ll owing  cond itions ; That there shall be no di scriminati on against or sewegation of any  person or group of persons on account of race, color, religion. creed, national  origin , ancestry. ethnicity. disabi li ty, age. marital status, sex or sexual orieutatiol1 in  the leasing. subleasing. transferring. lise, occupancy. tenure or enjoyment of the  Premises. nor shall Tenaut or any person claiming under or through Tenant.  estab lish or permi t any such practice or practices of discrimination or segregation  with reference to the selection, location. number. use or occupancy of tenants.  subtenants. or vendees of the Prem ises.  16.3 l undlord may, but shall have no obi igation to , in1plemcnt security measures  for the Building Premises and or Build ing, such us the use of security guards, traffic  patrols, searches of persons entering the Premises or Building. Building Landlord,  irs agentS, employees, directOrs, shareholders: partners . parents, subsi diaries l  affili ates, at torn eys, accountants . lenders and ground lessees, if any, shaU have no  liability for the failure to implement or exerci se aoy such security. or (provided  landlord ac ts in good fai th) the implementation or exercise of any such security  measures or for any resu lling disturbance of Tenant ' s, customer ' s, employee ' s,  suppli er ' s or agent ' s usc or enjoyment of the Prem ises Building.  16.4 Tenant expressly acknow ledges that the black shack behind 370 I W. Sunset  B lvd., l os Angeles. Cali fnm ia, 9002(, is not part of the Premises.  SECTION 17. PARKJNG  Tenant sha ll have the exclusive right to use two (2) dedicated parki ng spaces in the parkil1g  area located at the rear of the Prem ises at no additional charge . These spaces are available for  Tenant's exclusive usc from 8am until 6pm. seven days a week.  SECTION 18. BUILDING BUSINESS HOURS  Landlord has no minimum or max imum building business hours ("Business I'Tours"), and only  requires Tenant to operate within legal business hours as set forth in AB C liquor license or other  governmental entity.  9  





 






SECTTON 19. PERMITTED USES  Tenant sha li occupy the premises for the fo llowing Pem1 itted Use ami for no other plllvose  whatsoever:  The opcralion ofa fu ll -service rcstaura ntfbar with a Type 471iquor license. As an exp ress  condition of the Lease. Tcnant shall not engage in any use, that in Landlord's disc retion. is not in  stric t conformance with any CU P/CUB or other governmenta l regulation application to tbe  PreI11i~es.  SECTION 20. LEGA L NON-CONFORMING USE  The Premises is currently a legal non-conforming use. Landlord will not approve any  building improvements or applications which may impact or change the status of the ex isting legal  non-confonning use. Tenant hereby acknowledges same and for itself, its representative.  affi liates. subsidiaries. Managers. Members and agents, (co ll ec tively, th e "Releasors"). does  hereby fully and unconditionally remise and release, landlord. including its agents.  representatives. attomeys, insureds, dircetors, officers. members, managers, shareholders and  employecs (thc "Releasees"), of and from all. and all manner of. claims, causes of action. actions,  ohliglllions. damages. whether known or unknown, suspected or unsuspected. and whether or not  concealed or hidden. that Releasors may have. or has had , against any of the Re leasees. arising out  of or relating . directly or indirectl y to this Paragraph 20. Tenant fun her hereby acknowledges that  it has read this paragraph carefu ll y and understands its contents. and is aware that this is an  agreement nor 1'0 sue the Releasees and constitutes a complete release o f liabi lity by it in favor of  tbe Releasees as and to the ex tent provided herein.  SECTTON 21. SIGNS  Tenant will display no signs (each. a "Sign") and perm it no such Sign upon any patt of the  Premises. exccpr in accordance with the laws and requ irements of the City and other governmental  authorities and with the plior wrinen approva l of landlord of both the content and style of the Sign  in Landlord's discretion. that same arc visually complimen tary to the Premises and the adjacent  Ten3nt(s) . In the event Landlord approves any Sign. Tenant will nonetheless rcmove same at the  expiration or tennina tion of the Lease and repair any damage or injury cansed thereby. and if not  so removed by Tenant. then Landlord may remove same and repai r any damage at Tenant 's  expense. In the event there becomes due to any governmental entity a charge connected with any  Sign of Tenant. Tenant sha ll pay such charge in a prompt manner directly to stich governmenta l  entity.  SECTION 22. COM MON AREAS DEFINED  "Common Areas" sha ll mean. if any. the landscaped areas. trash area , park ing area. and  any other public or semi-public faci lities or improvements (includ ing building systems, interior  pedestrian thoroughfares) .  10  





 






SECTION 23. USE OF COMMON A REAS  Landlo rd herehy grants to Tenant and to its employees. agents. customers and invitees tbe  non-exclusive right, in common wi th al l other occupants of the Build ing, whether as tenants or as  owners. and their em ployees, agents, customers and invitees, for and during the Lease Tenn. to use  the Common Areas as they may exist frol11 time to tirne , such use to be in m':I,;Ordilm.:t: with ruks  and regu lations establi shed by Landlord from time to time by notice to Tenan t. Landlord shall at  a ll times have excl usi ve control an d management of the Common Areas and no regulation thereof  shal l be deemed a constructivc or actual evic ti on o r cmit le Tenant to com pensation or a reduction  or abatement of rent. The rules and regulations established by Landlord may include limitations  011 the hours during whieh Tenant may use the Common Areas for access to the Premises.  Landlord reSerVeS the unrestr icted right. without the same constituting an eviction and without  incuning any liability to Tenant therefore, to make changes in the Common Areas including, but  not limited to. closing off, reducin g the size of, or eliminating all or a portion of the Common  Areas or changing the an'angement, size, and or location of publ ic entrances . passageways, doors  and walks. Landlord shall have the right to make such changes in the plan of the Building as  Landlord deems necessary and, in rcspcct thereto, shall have the light to crecr addit ional sales  areas. buildings. or structures. plamers. plamer boxes, fountains, and other landscaping devices or  features and shall have the right to pJace sales kiosks and erect promotional and other Signs withi n  the Common Areas as Landlord may from time to time deem desirable so long as same does nor  unreasonably interfere with Tenant's bus iness operat ions.  SECTION 24. COMMON AREA MAI NTENANCE CHARGE  Tenant shall pay Tenant' s Prorata Share (ca lcul ated in accordance with Sec ti on 26) ofrhe  Common Area Maintenance Charge. Thc "Common Area Mainten ance Charge" shall mean the  actual amount of all costs and expenses of every kind or nature paid or incurred by Landlord by  reason of its ownershi p. operation or main tenance of the Building (except utility charges prov ided  for in Section 25), including, wi thout limitaiion, the costs and ex penses of (a) operating,  maintaining (incl uding j anitoria l services), and (subject to Section 16.3) securing the Common  Areas (b) making repairs and replacements to the Co mmon Areas including but nO! lim ited to  improvements necessary to satisfy requirements of applicable codes and laws. (e) liab ili ty and  property insurance ( including ren tal interruption insurance) and/or self- insurance and deductibles  andlor sclf-insured retentions, Cd) advertisi ng, COmmon area programming and emel1ainmcnt  arrangcd by Landlord for the benefit of the Building. (c) Taxes levied on the Common Areas, (I) a  reaso nable allowance for the depreciati on of maintenance equipment used in Common Area  maintenance, (g) w ithout dupli cating any expenses inc luded in Common Area Maintenance  Charge under any other provis ion of thi s Section 24, any COIDlnon area maintenance or other  charges assessed to the Ruilding under any covenants. conditions. restrictions or simi lar  documents that encumber the Building (colleclivel y. the " CC&Rs"); and. (h) a management  charge "fTfive percent (5 %) of the Landlord 's gross operating income of the Bui lding. Tenant's  Prorata Share of the Common Area Maintenancc Charge shall bc dctermined pursuant to  Sed illn 26 and shal l be paid pursuant to Section 27 .  T~"'ir P~OI2"To,.S ","'IZOZ 0\= \\1;;: ('o .... ti2.ClA(\L.C All-fA MAv'rn::N'\NCL ell Ir"e,f,t  5Mu ... NC; [<.\(C£\?O >\>4 11 P~SQ.t)A"I1(, fool pea..'fef.)e. (0<2. ~\O 000 f>'CQ'-{CM,)  fc~ 1\-,E; PeD.-\co ~CNI2. '/2NL 'r /'II n~ (.0MlV\eI\lCffiUlT Cf t\lE' LE'ffi~. O-IA;~~ S\\-kfX  f (\Ie- ~~\roLLAi.tE ~I)~~c>\ ~~ Mi(t~\\.((£ (;\II\-e&ES S ""'Ll. ,..1 1 t-I[Q-8\~t ~'f Mel(."  11\";1"1 IW" VW-8f\""-t (~";i.~ i'<'I!.'fC'f\Q, ro12. PIA~0Ses I\\?'QE'C~, "C.cNTe L-L.~e. lI:: ('O~\~DI'\  1\"-'.'>fI rv.."tI~m.lM.(U: C\l IrUES ' _,( "II-~ 1AE¥\t-/ 11 f\-t.L Cob,MOI-l >ro.e-F\ M~II ... (TE\tAWCC t\M.oe~  \)\\\e<L r\1-I ey~)~ fOe. \I\;~~>, \NSu..~~CES Ie I->J.tctl AOZI\ \).'t(..\\7 CtlM2(H'S Il-~  \~E¥-\{ Iv( At-I"c;."' ..... \?).{ r. Ah ~ ) 1  'U W ~~  





 






SE CTION 25. COMMON AREA UTILITY CHAR GE  Tenant shall pay Tenan!"s prorata sbare (calc ulated in accordance wi th Section 22) of the  Common Area Uti lity Charge. "Common Area Utili ty Charge" shall mean all costs and all  expenses in cUlTed or expended for aU utility services re lated to the Common Areas including.  without limitation. (a) heating. (b) lighting. (c) g.arbage. (d) pest contro l, and (e) water ano sewer  charges. Tenant 's prorata share of the Common Area Utility Cbarge shal l be determined pursuant  to Section 26 and shall be paid pursuant to Section 27.  SECTIO \' 26. PR O RATA SH ARE O F COMMON AREA CHARGES  Land lord may calculate Tenant's prorata share (", Pro rata Share" or "prorata sha r e") of  the Common Area Maintenance Charge and the Common Area Ut ility Charge (collectively, the  "C ommon Area C harges'") based on any of the following methods (Landlord may change  methods at any time upon thil1y (30) days prior written notice to Tenant) :  (i) a fraction , the numerator of which is total rentable Floor Area of the  Premises (2 ,434 square feet) and the denominator of wh ich is the total rentable Floor Area  of the Building (8983 square feet);  (i i) in accordance wilb the allocations set forth in the CC&Rs: or  (iii) any other met hod as Landlord may detel111ine to fa irly and equitably  allocate Co mmon Area Charges among Tenant and the residents, tenants and occupants of  the Building.  SECTTON 27. PAYMENT OF THE C O MMON AREA C HARGES  Tcnant ' s promta share of the Common Area Charges shall be considered Additional Rcnt  and shall be paid in monthly installments on the first day of each calendar month ofthe Lease Tem1  (prorated for any fractional month) in advance in an amollnt estimated by Landlord . Within ninety  (90) days aftcr th e end of each fi scal year, Landlord shall endeavor to make available to Tenant a  reasonably detai led statement of costs and expenses paid or incurred by Landlord du ring such  period for the Common Area Maintenance Charge and the Common Area Utility Charge. Within  one hundred twenty (120) days after the end of each fiscal year. Landlord shall rebate to Tenant  any payment of Common Area Charges in excess of Tenant's actual Common Area Chargcs  calculated pursuant to Sections 24 through 26.  SECTION 28. OTHE R USES  (A) Tenant funher covenants and agrees that it will at its expense:  (i) maintain persona l property insu rance in comp liance wi th Section 38  of this Lease havi.ng a limit of not less than the full replacement value of Ten ant's personal  property located on the Premises including, withoUt limitation, fixnt res and inventolY;  (ti) keep the Premises clean and in a neat, sanitary condit ion, keep all  plumbing in the Premises and sanitaty systems and installations serving the Premises in a  12  





 






good state of repair and operating condition to the points they connect with the main  plumhing and sanitary systems serving the Building as a whole:  (iii ) promptl y replace any and all glass (including min'ors) in the  Prcmises and in the perimeter walls th crcot~ the frames for such glass, and any lettering and  ornamentation on such g lass. \vhich may be broken or damaged:  (iv) cause all rubbish, garbage, waste and other debris generated on the  Premises to be removed to such reasonab le location and in such manner as may be  spec ified by Landlord from timc to time; and adhere to Prcmises and Buildillg wide and  Premises speci fic cleanillg requirements according to stalldards spec ified by Land l.ord:  (v) obtain and keep in effect at all times during the Lease Tenn all  pennits and ]jcenscs required by any governmenta l alllhorities (including City and County  Health ])epaI1l1l cnts) for tbe operat ion of its business from the Premises . inc lud ing any  pennits and licenses requ ired for the preparation or sak of food and oth er products;  (vi) If required by the City of Los Angeles or any other governmental  agenc y, ins tall all air filtration system (such as a "smog hog") for its wood-fired ovens and  other cooki ng devices that may generate smoke. fumes or odors: such system shall be  sufti cient to comply with all applicable requirements of the City of Los Ange les and  otherwise shall be reasonably acceptable to Landlord; and  (v ii) adhere to those IUles and regulations which Landlord shall establish  [rom time to time including, w ithout limi lation. merchand ising and customer service  standarels.  (B) Tenant covenants that it sha ll:  (i) Comply with and adopt such means and precaut ions as Landlord  may from time to time establish with respect to Tenant's playing mus ic on the Premises so  as not to disturb neighbors of areas sttI10unding the Premises.  (ii) not create, or penni t to be created. any nox ious odor. smoke. or  fumes that are di slUplive to the occupants of the Building or tbe operations of any othe r  tenants or occupants of the Bui Iding; and.  (iii) oot install. place or pennirany awrung on tbe perimeter walls of the  Premises unless approved in writ ing by Landlord . and each such awning so approyed shall.  to the sat isfaction of Landlord, be kept clean and in good order and state of repair and  appearance by and at the expense of Tenant including, whenever neccssary in the judgment  of Landlord. tbe replacement of awning coverings with materia ls approved by Landlord .  SECTION 29. PEST CONTROL  Tenant shall operatc its busincss in and on the Premises in such a way that no Ycrnlin or  pests wil l cOl11e tt'O I11 the Premises to other parts of the Building.  13  





 






SECTION 30. PRESENT CONDITION OF PREMISES  Tenant expressly accepts tbe Premises in their present condition. "as is" and "where is" and  without warranty or any kind or natnre whatsoever, other that Landlord sha ll waITant that as of the  delivery of the Premises to Tena nt the Premises arc term ite free and that all building systems  (including but not limited to HV AC. electrical. pl umbing erc.) are in good working order and shall  warrant all building systems for a period of one year from the date of delivery.  SECTION 31. CARE OF PREMlSES  At its sale cost. Tenant sball maintain and preserve thc Premises at all times, including but  not limited to interior walls and wall coveri ngs, floors and floor coverings. and fixtures in good  order, condi tion and repair, reasonable wear and tear excepted. Tenan t shall use the Premises and  the Common .!\rcas on ly in accordance with reasonable business standards and practices . Tenant  will not permit or commit waste. damage. or injury to the Premises or cause any such waste,  da mage. or injury to the Common Areas. In addition, Tenant wi ll at all times main tain thc gas.  steam, sewer and water pipes up to the poin t at whi ch such pipcs and uti lity systcms connect with a  main Building servicc (i.c., a util ity system scrving the Building as a wholc) and become dedicated  pipes serv ing Tenant 's Premises . regardless oflocatlon in the Building, and ifmisuse of the utili ty  systems by Tenan t causes blockage or damage that requires repair outside Tenant 's Premises to a  main Building service, then Landlord may speciall y allocate the cost of such repair to Tenant.  Tenant shall maintai n all pipes and plumbing fixtu res withi n thc Premises and any such pipes and  plum bing located outside of the Premises w ithout but dedicated specifically to. Tenant ' s Premises  (other than any pipes that run througb Tenant' s Premises without being used by Tenant). Tenam  shall maintain all air filtration devices in good condition and repair and in a manner th at docs not  permit smoke. fllmes or odors to disturb tenants. or occupants of the Building or the general public.  All ma intenance and repairs to be performed by Tenant sha ll be at Tenant's so le cost and expense.  If Tenant fails to maintain the Premises in good order, condition and repair, Landlord shall  have the right to give Tenant notice to do such acts as are reasonably required to so maintain the  Premises. In the cven t Tenant fa il s to commence such work with in fi ve (5) days of notice (or such  shorter time as Landlord may reasonab ly require in the case of risk of damage to persons or  propenYl and to diligentl y prosecute it to completion (with Land lord entitled to define the cure  period in its reasonable di scretion in the case of risk of damage to persons or propenyl. then  Landlord shan have the righl. at its option. and in addition to all other remed ies. and w ithout  waiv ing Tenant 's default. to do such acts and expend such funds at the expense of Tenalll as are  reasonably required to perfOllll such work . Any amount so ex pended by Landlord plus an  administrative fcc of ten perc.ent (10%) of the cost of taking such actions shall be paid by Tenant  promptl y on demand. Landlord shall have no liabi li ty to Tenant for any damage. inconvenience 01'  interference with the use of the Premises by Tenant a, a resu lt of performing any such work .  SECTION 32. GREASE CONTROL  Tenant shall not dispose of any grease or cooki ng oils except via methods and in conta iners  approved by Landlord. Grease and cooking oils may not be disposed of through any drains. If  required by Los Angeles Department of Publ ic Health, Tenant shall install and maintain in good  and clean condition the grcasc trap(s) to serve the Premiscs . In this case. Tcnant shall clean out all  14  





 






grease traps month ly or such oth er frequenc y as designatcd by Landlord and shaU provide  evidence of such periodic rnaimenance acceptable to Landlord , Wllicll may include cop ies of  current ;;erv ice contrac ts. All maintenance and repairs to be performed by Tenant shall be at  Tenant's sole cost and expense. In the event Tenant fails to perfonll regular serv ice to grease traps,  Landlord shall give Tenant notice to do such acts as arc reasonably required to so maintain tbe  Premises. In the even t Tenant fail s ( 0 commence sLlch work w ith in fi ve (5) days of notice and to  diligenrl y prosecute it to completion, tben Landlord shall have tbe righI, at irs option, and in  additi on to all other remedies, and without wa iving Tenant 's defau lt, to do such acts and expend  such hmds at the expense of Tenant as arc reasonably requircd to perform such work. Any amou nt  so expended by Landlord shall be paid by Tenant promptly on demand as Additional Rem.  Landlord shall have no liabi lity to Tenant for any damage, inconvenience or in terference with the  use of the Premises by Tenant as a resul t of performing such work .  SECTION 33. AL TERA TION, ADDITION AND IMPROVEMENT  Tenant shall not make or a ll ow to be made any alteration , addition or improvement to the  Premises, struerural or non structural, ordinary or extraordinalY, without the prior written consent  of Landlord. All alterations. additions and improvements shall be at the sole cost and expense of  Tenant and sball become [he property of Landlord. remaining in and surrendered w ith the Premises  as a part thereof at [he expiration or tcnnination of thi s Lease. without di sturbance, molestati on or  inJUlY· In performing alterations, add itions or improvements, Tenant shall comply with all  applicable laws , ordinances, rules and regulations of any governmental entity with auLbority over  the Premises, Tenant sball also indemnify and bold Landlord harmless from all damages, loss,  liens or expenses arising ou t of th is work.  SECTION 34, TENANT'S IMPROVEMENTS  Prior to opening its restaurant, Tena nt shall make improvements to the exterior of the  Premises to bene I' the appearance of the exterio r fa~ade, to include new storefront wi ndow system,  landscapi ng. lighting and ncw ex terior painting in a co lor and scheme compl imentary to the other  Tenants at the Propel1y. Land lord shall not unreasonably withhold its approval of the color lIsed to  paint the exteri or. Tenant recognizes Landlord' s interest in maintaining control and co nsistency of  the overa ll desib'11 aesthetic of the entire Property. Tenant expressly acknowledges and agrees that  in th e event Tenant breaches the foregoing provision , Landlord in additi on [Q its other legal  remedies, shall be entitled to specific performance and other equitable relief without the necessity  of provi ng th e inadequacy of its legal remedies  Any improvements matle by the Tenant sha ll not in any degree, affect [he existing legal  non-confonn ing use whether made to the interior or exterior of the Premises . Tenani shall obtain  Landlord"s approva l of Tenant's wo rking drawings and specificati o ns pri or to Tenant 's  commencing constnlcti on of any alteration, addition or improvement on or to the Premises.  Landlord's approval of plans or specifications shall not constinl1e an assumption of the  responsibility for the accuracy or suffi ciency of such plans and specifications or their compli ance  with applicable codes, regulations or stanltes, which responsi bili ty is solely Tenant's. All design,  architectura l and engineering costs of or related to any aiterations, addi tions or improvements shall  be borne by Tenant.  15  





 






All alterations, additions and improvements shall be completed in accordance with detailed  plans and specifications prepared by an arcbitect licensed by the State ofCaJifornia (aod approved  in writi ng by Landlord) th at have been approved in writin g by Landlord. Tenalll , Or irs conu·actors  or rheir representatives, agents or employees, shall check in with Landlord prior to commencing  work . Tenant or its contractors or their represenlalives, agen ts or employees, perfonninl!  wnstructinn work shall be licensed .nti bonded in the state of Califootia and shall be solely  responsible for obtaining any necessary permits required by governing loca l authorities.  All consl1lJction work requ ired or penllittcd by rhis lease, whether by Landlord or by  Tenant. shall be done in good and workmanlike manner, by contractors duly li censed in the State  of Cal ifornia and in compliance with all app licable laws and ordinances. regulations .. any  improvements requ ired because of the Americans with Disabilities Act. and orders of  governmenta l authority and insurers of the Premises.  Upon completion of any al terations , additions or improvements. Tenam sball provide  as-bui lt drawings to l.and lord. Tenanr may also be requ ired to update Landlord's standard  buil ding records. Landlord shall have th e right to inspect work and post notices of  non-responsibi li ty.  SECTION 35, ALTERATION OF BUTl.DmC  If Landlord elects to perform any alterarion , renovation, remodeling, repair or orher  building operations (co llecti vely "Building Operations") at the Premises or tbe BUilding. Tenam  sha ll permit Landlord. its agems. employees, licensees and contraclors to enter and perform in the  Premises such activi ties as are reasonabl y necessary to accomplish the Building Operatiuns.  SEcnON 36. DAMAGE OR DESTRUCnOl\  In rbe event th e Premises is destroyed or damaged by fire, eartbquake, or other casualty 10  suc h an extent to render the same untenantable in whole or in substant ial part. Tenanr sha ll givc  Landlord iml11ediate notice of the occurrence of any such casualty and Land lord may elect eithcr to  repair or rebuild the Premises or to terminate this Lease upon givi ng notice of such election in  wrir ing to Tenant lVith in ninety (90) days of the OCCU'Tence of the casualty. If Landlord elects to  repair or rebuild the Premises. during such period the Minimum Month ly Rent and Addirional  Rent of the Premi ses shall be abated in th e same ratio that the portion of the Premi ses rendered for  the time being ttufit for occupancy shall bear to the floor Arca of the Prcmises : provided, bowever,  Landlord shall in no event be required to repair or replace any property of Tenant. If, within one  hundred eighty (1 RO) days after Landlord has obtained all required govemmental permits and has  cOlllmenccd restoration and repair work, Landlord has not completed the repair or rebuilding so  tbat the Premises are avai lab le for Tenant ' s occupancy. Tenant may tenninate the Lease by thirty  (30) days written not ice to Land lord given within ten (10) days of expiration of such period.  Should Tenant re occupy a portion of the Premises fo r the purpose of conducting business du ring  the period the restoration work is taking pl ace and prior to the date that the Premises arc made  completely tenantable. or unlilthe Landlord 's termination of the Lease is effective, the Minimum  Monthly Rem payab le by Tenant shall be abated to that pan of the Premises occupied by it. No  damages, compensation or claim shall be payable by Land lord for inconven iencc . loss of business  or annoyance arising from any repair or restorati on of any ponion of the Premises or of the  16  





 






Building. Landlord shall use its best efforts to effect any such repair or restoration in such manner  as not unreasonably to interfere w ith Tenant's occupancy.  If th e Building is damaged or destroyed to such an cxtent that, in Landlord'5 opinion, it is  not practical to repair or rebuild. th en Landlord may, at its option, telm inate tbis Lease by notice to  Tenalll wilhin ninety (90) days or lhe OCCurrence of lhe casualty.  SECTION 37. INDEMNITY  All persona l propeny on the Premises shall be at the risk of Tenant. landlord and  landlord 's agcnts. employees. and contractors shall not be liable for any damage either to person  or property. susrained by Tenan t or otbers, including. without limitation, damage caused by any of  the fo llowing: dereets now or hereafter occurrin g in th e Premises or the Bui lding, intenuption or  utility services (including but not limited to the loss of power. gas, water, te lephone, cable or other  utility service). fire. natural disaster. force majeure, Or any act or neglect of other tenants or other  occupants of the Premises or the Building or any other person. or th e happening of any accident  from whatsoever cause in or abou t the Building or th e Building. l andl ord and Landlord 's agents,  emp loyees and contractors shall not bc liable for any damage caused by bursting or leaking of  water. gas. sewer. or steam pipes. Tenant agrees to indemnify, defend and hold Landlord and  Landlord's agents. emp loyees and contractors harmless from any and all injuty. loss. claims,  liabi lity. cost or expense. or damage to any person or property arising fro m. related to, or in  connection with the Premi ses unless caused by the gross negligence or wi llful misconduct of  landlord or Land lord 's agents, employees or co ntractors . Tenant agrees to indemni fy, defend, and  hold Landlord and Landl ord 's agents hanll iess fro m any and all injury. loss. claims or damage to  any person or property anywhere occasioned by any act, omission. neglect or default of Tenant.  and its agents. employees and contractors.  SECTION 38. lNSURAl"CE  Tenant shall maintain at all ti mes during the Lease Term the fol lowing coverages in the  fo ll owing amounts.  (A) Commercia l Genera l Li abi lj ty In surance coveri ng the insu red against  claims of bodily injury. personal injUly and property damage arising Ollt of Tenant' s  operat ions. assumed I iabi l ities or use of the Premises. including a Broad form Commercial  General liability endorsement coveting th e insuring provisions of this Lease and the  performance by Tenant of the indemnity agreements set f0l1h in Section 37 of thi s Lease,  (and with owned and non -owned automobile liabi lity coverage, and liquor liability  coverage in the event alcoholic beverages are served Ol' sold at the Premises) for limits of  liability not less than :  Bodily lnj ury and  Propaty Damage l iabil it)'  17  S I ,000.000 each occurrence  51,000,000 annual aggregate  





 






Personal Injury Liability $ 1,000 ,000 each occurrence  $ 1,000,000 annual aggregate  (B) Ph ys ical Damage Insuranc.e covering Ci) all fumiture, trade fixtures.  equipment. merchandise and all other items of Tenanr's property on the Prcmises installed  by, for, or at the expense of Tenanl. (ii) rbe Alterations, including any Alterations which  Landlord permits!O be insralled above th e ceiling of the Premises or be low the floor of the  Premises. and (iii) all other improvemcnts, alterations and additions !O rhe Premises,  including any irnpro\'ements, alterations or addirions insta ll ed at Tenalll ' s request above  the ceiling of the Premises or below the floor of the Prem ises. Such insurance shall be  wrincn on a "physical loss or damagc" basis under a "spccial fonn" policy. fo r the full  replacement cost va lue new without deduction for depreciation of the covered items and in  amounts that meet any co-insurance ciallses of the policies ofinsW'ancc and shall include a  vandalism and malicious mischief endorsement, sprinkler leakage coverage and  eart hquake sprinkler l eakag~ coverage.  (el Workers' compensarion insurance as required by law.  (D) Lo,s-o l:income, business interruption and extra-expense insurance in such  amounts as will reimburse Tenant for direct and indirect loss of earnings attributable to all  perils commonly insured against by prudent tenants or attributable to preven tion of loss of  access to the Premises or to the Building as a result of such perils.  (E) The minimum li mits of policies of insurance required of Ten ant under this  Lease shall in no cvent limit the liability ofTcnant under this Lease. Such insurance shall:  (i) name Landlord, and any other party it so specifies. as an additional insured;  (ii) speci li call y cover rhe liabi lity assumed by Tenant under thi s Lease. including, but not  limited to. Tenan t's ob ligalions under lhi s Lease; (iii) be issued by an insurance company  which is othelwisc acceptable to Landlord and licensed to do business in California; ( iv) be  primary insurance as to all claims thereunder and prov ide that any insurance carried by  Landlord is excess and is non-contributi ng with any insurance requirement of Tenant;  (v) provide that such insurance shall not be canceled or coverage changed unless  rh irty (30) days' prior written notice shall have bec n given to l andlord and any mOl1gagee  or ground or underlying lessor of Landlord: (\'i) contain a cross-liability endorsement or  severabil ity of interest clause acceptable to Landlord; and (vii) with respect to the  in surance required above, have deductible amounts not exceedin g Ten Thousand Do ll ars  (S I 0.000.00). Tenant shall del iver said policy or policies or certificates thereof to  Latllllord all or before the Lease Commencement Date and at least thirty (30) days before  the expiration dates thereof. If Tenant shall fai l to procure slich insurance. or to deliver  slleh policies or certificate, within such time periods, Landlord may, at its option , in  addit ion to all of its other rights and remedies under this Lease, and without regard to any  notice or cure periods, if any, set fOl1h elsewhere in this Lease, procure such policies for  18  





 






the account of Tenant, and the cost thereof shall be paid to Landlord as Additional Rent  within ten (10) days after del ivery of bi lis therefor.  (f) Tenant shall carty and maintain during the emire Lease Term. at T~nant ' s  sole cost and expense, increascd amou nts of the insurance required to bc carried by Tenam  pursuant to this section. and such other reasonable types of insurance coverage and in such  reasonable amounts covering the Premises and Tenant's operations therein. as may be  reasonably requested by Landlord.  SECTI ON 39. COOKING SURFACES: FIRE TNSURAI\'CE  PREMIUM  Tenant shall provide all cooking surfaces with hood . vent. fi ltration. and fire suppression  systems that have been approved by local health officials and applicable bui lding codes to issue  maximum tire insurance rate credit. If by reason of any act or omission on the part of Tenant,  whether or not Landlord has consented to the same. Landlord 's fire insurance premiulll on the  Bui lding is increased, Tenant shall reimburse Landlord for the increased portion of the premium,  which sum shaH be Additional Rem and payable on demand.  SECTION 40. WA IVER OF S UBROGATION  Tenant hereby waives any and every claim against Landlord that arises or may arise in  Tenant's favor or in favor of anyone. including any insurance company, claiming th rough or under  Tenant (by way of subrogation Or otherwise) for any loss or damage to any bui lding, structure or  tangibl e personal property. even though such loss or damage might have bee n occasioned by the  negligence of Landlord, its agents or employees, to the extent such loss or damage is covered by  insurance benefiting Tenant or was required under the terms of this Lease to be covered by  insu rance procured by Tenant.  Landlord hereby waives any and every claim that arises or may arise in Landlord' s favor or  in favor of anyone, including any insurance company, claiming through or under Landlord (by  way of subrogation or otherwise) for any loss or damage to any building, snueture or tangible  personal propeny, even though such loss or damage mjght have been occasioned by the negl igence  of Tenant. its agents or employees. to the exten t such loss or damage is actually covered by  insurance benefiting Landlord.  SECTION 4 I. lJ"SOL VENCY  Landlord , Tenant (as either debtor or debtor-in- possession), any Tenant's guarantor and  any appointed trustee ("T rustee"), agree that if a peiition is filed by or against Tenant to have  Tenant adjudicated a bankrupt. or if any petition for reo rganization or atTangement is filed by or  against Tenant (each a "Petition") under any chapter of Title II of the United States Code as it  now exists or is hereafter amcnded (the "Bankrup tcy Code"), the fo ll owing provisions shall  appl y:  (A) Landlord. Tenant and Trustee bereby acknow ledge that this Lease is a  "lease of real property in a shopping center" for the purposes of Section 365(b)(3) of the  Bankntptcy Code.  19  





 






(B) Tenant, Trustee or Tenant ' s guarantor sbaLl perform each and every  ob ligation of Tenant under thjs Lease, inclUding but not limited to the obligations set forth  herein. when and as required under the provis ions of this Lease. unti l such time as this  Lease is terminated, rejected or assumed.  (C) Within uneen (I S) days after the filing of the Petit ion . Tenalll, Trustee or  Tenant 's guarantor shall provide Landlord with adequate protection for the performance of  Tenant' s obligations under this Lease from the date oftil ing until such tim e as this Lease is  tcnllinated. rejected. or assumed. The adequate protection shall be effected by the  establishment of an cscrow fund (to be beld by the court or an illdependent escrow agent  approved by Landlord and the court) in the amOWl! at issue or by bonding.  (D) Reasonable compensation for the use and occupancy of the Premises shall  be an amount equal to tile sum of all Minimum Monthly Rent. all Addi tiona l Rent, and all  other charges otherwise due under the provisions of this Lease, including lega l fees  incun'ed in enforcing Tenant's posi-petition obligations and in obtaining relief from the  stay.  (E) Tenant or Tntstee shall reject or assume thi s Lease within sixty (60) days  aher the filing of a Petition under any chapter of the Bankruptcy Code.  (F) Tenant or Trustee shall give Landlord at least thirty (30) days prior written  notice of any abandonment of the Premises.  (G) Tenant or Trustee sha ll give Land lord at least thirty (30) days prior written  notice of any proceeding relating to adm ini strat ive claims.  (H) 1£ Tenant fails to time ly and fully perfonn any of its obligations under this  Lease before the ti ling of the Pet ition , whether or not Land lord bas given Tenant written  notice of the default and whether or not any time pcriod for perfonnance or cure set forth  herei n expires before the fi ling of the Petiti on, Tenant sha ll be deemed to have been in  default on tile date th e Petition was filed for all purposes under tbe Bankruptcy Code.  including but not limited to the application of Section 365(b)( I) and Section 365(b)(4).  (f) Neither Tenant nor Trustee ma y assume this Lease un less Tenant or  Trustee: (I) cures or provides adequate assurance that it will promptly cure all defaults  under thi s Lease: (2) compensates or provides adequate ass urance that it wili promptly  compensate Landlord for any pecuniary loss (inc luding attollleys fee .• and cOStS incurred  in enforcing Tenant's obligations) resulting from such dcfault(s) ; (3) provides adequate  assurance that it will fu lly and timel y perform all or Tenant's funtre obligations under th is  Lease: and (4) satisfies any additional requirements for assumption set fonb in the  Bankruptcy Code. as it now exists or is hereafter amended .  (J) For thc purposes of Section 365(b)( I) of the Bankruptcy Code, prompt cure  shall mcan cure withio thiny (30) days after asswnptioo.  20  





 






(K) Tenant 's interest in th is Lease may not be assigned un less Tenant or Trustee  assumes this Lease and provides Land lord with adequate assurance that the proposed  assignee wi ll fully and ti mely perfOnll all ofTenani" s future obl igations under th is Lease.  (L) For the purposes of Section 365(b)( I), Section 365(b)(3) and  Section 365(1)(2) of the Bankruplcy Code, adequale assurance of future perfomlance of  th is Lease by Tenant. Tl1Istee or any proposed assignee wi ll require that: (a) Tenant.  Tl1Istce or the proposed ass ignee deposi t an amOllnt equal to three (3) months of Min imum  Monthl y Rent and three (3) months Additional Rent into an escrow fund (to be held by the  co urt or an independent escrow agent approved by Landlord and the court) as security for  such futu re performance: (b) the reorga nized Tenant or Tm stee demo nstrate that it has  restaurant experience in restaurants of comparahle ::;ize and fi nancial abili lY to operate a  restaurant from th e Premises in the manner contemplated by this Lease and that it meets all  of Landlord 's othe r reasonable criteria met by Tenant as of lhe Commeneemem Date:  (cl the ponion of the ren t, if any, payable unde r th is lease attr ibutable to sales by Tenant  wi ll not decline substantiall y; (d) the use of the Premises wi ll be subject to all provisions of  [his Lease, and (e) the usc oftbe Premises will not cause Landlord or Tenant to be in breach  of an y provisions set fonh in any other lease or financing agreement or other agreement  relating to the Building at the time. In addition , if this Lease is to be assigned. adequate  assurance of fiJmre performance by the proposed ass ignee shall require that: (il the  assignee demonstrates that it satisfies tbe requirements set forth herein; (ii) the assib",ee  pays. wben due to the mortgagee, the full amount of any payments which Landlord may be  ob ligated to make to any mortgagee as a result of such assiglUnent, and (iii) the assignee  agrees to perfOnll fu ll y and comp letely and assumes in wliting any and all of Tenant 's  ob li gations relating to the Premises or this Lease, incl uding but not limited to any  obliga tion to pay for improvements constructed by Landlord contained in any agreement or  instrument other than tbis Lease, i r any.  (M) If Tenant or Trustee intends to assume this Lcase, Tenant or Trustee shall  pro\'ide Landlord with thirty (30) days prior written notice of the proposed assumption,  wh ich notice shall be sepa rate fro m and in additio n to any notice given to credi tors  generall y and shall set fo lth any adequate assurance of prompt cure, compensation fo r  pecuniary loss and adequate assurance of fumre perfollnanee to be provided to Landlord .  (N) If Tenant or Trustee intends to assign th is Lease, Tenant or Trustee shall  provide Landlord with th irty (30) days prior written notice of the proposed assign ment,  "'h ich notice shall be separate from and in addition to any notice provided to creditors  generally and sha ll set fot1 h: (a) the name, address, state and federal tax identification  numbers. and any oiher federal, s tate or local registration numbers of the proposed  assignee; (b) aU of the telms and conditions of the proposed assignment: and (cl the  assignee 's proposed adequate assurance of fu rure perform ance to be provided to Landlord.  (0) I fTcnant is in defau lt under the provis ions of this Lease. Landlord shall not  be requi red to provide Tenant or Trustee with incidenta l services or supplies under thi s  Lease before Tenant assumes this Lease unless Tenant com pensates Landlord for such  services and suppli es as required un der this Lease and before asstl mption.  2 1  





 






(P) No default under thi s Lease by Tenant, ei tber before or atler the fi ling ortbe  Petitioll. shall be deemed to have been wai,'ed unless specifically waived in wri ting by  Land lord .  SECTION 42. DEFAULT AND R E ENTRY  (A) Tenant shall be deemed to be in default immediately upon breach of an y  term or condition of tbi s Lease or any other agreement between Landlord and Tenant  rel at ing to the Premises including wi thout limitation any agreemen t re lating to the  construction of tenant improvements, whether cntered into concurrentl y herew ith, or  during the term of ulis Lease . it being understood that timely payment and performance is  of the essence herein. Tenam shall. however, have the right to cure defaults rela ting to  paymcn t of Rent for a period of th ree (3) days after wlitten noti ce from Landlord  describing sllch default, and shall have the ri ght to cure any other default for a period often  ( 10) days after written notice from Landlord describing tile nature of such defau lt (any and  all not ices running eoneuITently with, not in addition to. any stanttory notice period  required for termination of the tenancy). If th e default is other than failure to pay Rcnt, and  by its nature cannot be cured within ten (10) days. then Tenant shall havc a IOta I pcri od of  no more thall thirty (30) days from the nOlice of ddau lt lO cure such default: provided that  Tenant commences such cure withi n ten (10) days of the notice of default, and thereafter  di ligentl y prosecutes such cure to completion with in such 30 day period. The forego ing  cure rights shall not apply to dcli berate concealment or falsificati on of any info1111ation that  Tenant is required to de liver to Land lord under this Lease. any failure to comply wi th th e  requirements of Exhibit C hereof, 01' any default or breach by Tenant that results in an  immincnt threat [0 health , pub lic safety 0 1' propeny damage.  IF TENA NT. RECEIV ES MORE THAN 3 OTICES OF DEFA ULT W ITHIN ANY  TWELVE ( 12) MONTH PERIOD. UN DER ANY PROV[S[O OR PROVISIONS Of T i llS  LEASE. THE' REGARDLESS OF WHETHER SUCH PRIOR DEFAULTS HAVE BEEN  TlMEL Y CURED, THE FOURTH SUCH DEFAULT (EVEN IF OF A DIFFERENT NATURE)  SHALL CONSTITUTE A NON CU RABLE DEFAULT AND LANDLORD SHALL BE  ENT ITLE D TO TERMINATE TH IS LEASE BY TH IRTY (30) DAYS NOTICE TO TENANT.  On the date specified in a notice of tel1nination (whether for a defau lt that is not timel y  cured or for a non-cw-able default). thc Lease Telm sbaLJ tellninate. whereupon Tenant shal l not be  entitled (0 possess ion of the Premises but shall f0l1hwith quit and surrender the Premises to  Landlord in accordance \ViUl th is Lease, but Tenant shall remain liable as hereinafter provided. If  thi s Lease shall have been so terminated by Land lord. Landlord may. at any tim e thereatier,  recover possess ion of the Premises by an y lawful means and remove Tenant or other occupants  and their effects . Soch rellnin at ioD o f thi s Lease by notice. lawful entry or otherwise shall be  without prejudice to any remedies which l andl ord might otherwise have for an'ears of Rent or for  prior brcach of the provisions of this Lease.  eB) Ifth is Lease is tellninated due to default by Tenant, Tenant shall indemnify  Landlord against all expenses or loss of Rent and any other payments due hcreunder .  22  





 






(C) Remedies Upon Default. Upon the occun-ence of any event or default by  Tenant. Landlord shall have, in addit ion 10 any other remedies available to Landlord at law  or in equity, th e option to pursue anyone or more of the fo ll owing remedies. each and all of  which shall be cumulative and non-exc lusive, wi thout any notice or demand whatsoever:  0) The worth at the rime o[award of any unpaid rent which has  been carned at the:: time of such tenninatioo; p lus  (ii) The worth at the time of award of the amount by which the  un paid rent which would have been earned after termination umil tbe time of award exceeds the  amount of such renta l loss that Tenant proves could have been reasonabl y avo ided: plus  (iii) The worth at the time of award of the amou nt by w hich the  unpaid rent for tbe balance oftbc Lease Ternl after the time o[award exceeds the amouot ofsucb  rental loss that Tcnant prm'es cou ld have been reasonabl y avoided: plus  (iv) Any other amount necessary to compensate Landlord for all  the detriment proximately causcd by Tenant ' s fa ilure to perform its obli gations under this Lease or  which in the ordinary course of things would be likel y to result thcrefrom, specifically including  but nut li mited to. brokerage commissions and advertising expenses incurred, expenses of  remodcling the Premises or any portion thereof for a new tenant. whether for the same or a  different use, and any special concessions made to obtain a new tenant, including, without  limitation. any rent abatement; and  (v) At Landlord's election, such other amounts ill addition to or  in lieu of the foregoing as may be pennitted from time to time by app li cable law.  The term "rent" or "Rent"" as used in this scction sha ll be dcemed to bc and to mean aU  sums of every nature required to be paid by Tenant pursuant to the tenns of this Lease. wbether to  Landlord or to others. As used in this section (i) and @ . above, the "worth at the time of award"  shall be computed by allowing interest at the Interest Rate set forth in thi s Lease. As uscd above  (iii) , th e "worth at the time of award" sba ll bc computed by discounting such amount at the  discount ratc of the Federal Reserve Bank of San Francisco at the time of award plus one  percent (1 %).  Landlord also shall have the remedy described in California Civil Codc Section 1951.4  (lessor may continue lease in effect aftcr lessee 's breach and abandonment and recover rent as it  becomes due. ir lessee has the right to sublet or assign, subject only to reasonable limi tations).  Accordingly. if Landlord docs not elcct to tetminate thi s Lcase on account of any default by  Tenant, Landlord may. fi'om time to time. without tetminating this Lease. enforce all of its rights  and remedies utlder this Lease, including the right to recover all rent as it becomes tluc.  Landlord may, bur sha ll not be obligated to, make any such pa),l1lent or perfonn or  otherwise cure any such ob li gation, provision. covenant or condition on Tenant's pan to be  observed or performed (and may enter the Premises [or such purposes). In the event of Tenant 's  failure to perfonn any of its ubli gations or covenants under tb is Lease. and such failme to perfornl  poses a materia l risk of injury or harm to persons or damage to or loss of property. then Landlord  shall have the right to cure or otherwise perian1l such covenant or obligation at any time after such  23  





 






failure to perfo llll by Tenant, whethe r or not any such notice or cure period set fOith herein above  1,a5 ex pired. Any sucb actions undertaken by Landlord pursuant to the forego ing provis ions of this  paragraph shall not be deemed a waiver of Landlord's rights and remed ies as a result of Ten ant 's  fa ilure !O perfollll and shall not re lease Tenant from any of its obligations under thi s Lease. Tenant  sha ll pay to Lan dlord. within iifleen 05) days after dcli very by Landlord to Tcnant of statclllents  therefOlc (i) sums equal to expend itures reason ably made and obligations incurred by Landlurd in  connection with Landlord 's perfoL1l1ance or cure of any of Ten ant ' s obli gations pursuant to th e  provi sions of th is paragraph; and (ii) sums equal to a ll expenditures made and obligations incurred  by Landlord in coUecting or attem pting to collect the Rent or in enforcing or attempting to enforce  any rights of Land lord under this Leasc or pursuant to law, including, without limitation, all lega l  fees and other amounts so expended. Tenant 's obli gations under thi s paragraph shall survive the  expirat ion or sooner tennination of the Lease Tellll .  SECTION 43. INTEREST  Whenever in this Lease any sum payabl e to Landlord is not paid when due, the same sha ll.  at Land lord 's option , bear interest at thc rate offive percent (5 %) over the prime rate of interest as  annoullced and chargcd by Bank of Amelica, N.A., for short term, unsecured loans (the "Interest  Rate"); provided Lhat if a maximum rate of interest is ever imposed by law ancl the interest rate  charged hereunder would otherwise exceed such maximulll rate. the interest rate sha ll be deemed  automatical ly reduced to tile maxi lllulll rate permitted by law.  SECTION 44. EMINENT DOMAIN:  (A) If all of the Premises sh all be taken by cminenl domain or destroyed by the  action of any publ ic or quasi-publi c authoriry, or in the even t of conveyance in lieu thereof,  the Leasc TCl111 shal l cease as oftbe date possession shall be taken by such authority. and  Tenant shall pay Rent up to that date with an appropriate refund by Landlord of such Rent  as sha ll have been paid in advance for a period subsequent to the date of the takin g or  possessIon . If only a pan of the Premises are so taken or conveyed, then the M inimum  Month ly Rem shall be abated in the same proportion as th e area so taken bears to the total  area of the Premises p ri or to the taking and this Lease sball continue in full force and effect  as to the portion of the Premises remaining a fter such taking or conveyance. If a  substan ti a l part of the Premises or a substantia l part of the access thereto is taken ur  conveyed, Landlord or Tenant may termi nate th is Lease by wrillcn notice to th e other  w ithin thirty (30) days after the ex tent of the partial taki ng is finall y settled and known to  bmh parties.  (B ) If a pOltion of thc Building or Building is taken or conveyed, whether or not  the Premises is affected, and the C011linued operation of the Building or Premises is not in  L andlord ' s so le opinion. economical. then Landlord may tenninate this Lease by ootice tn  Tenant " 'ithin sixty (60) days after possession is taken by the public auth ority.  (Cl All com pensati on paid fo r any such taking or conveyance. whcther for the  who le or a part of the Premises or the Building, shall be the property of Landlord, w hether  such damages shall be awarded as compensation for diminution in [he va lue of the  leasehold or of th e fee, and Tenant hereby assigns rOLandlord all ofTenant's ri gh t, title  24  





 






and interest in and to any and all such compensation; providcd, however, that Tenant shall  be emit led to clai m. prove and receive in the co ndemnati on proceedings such award as  may, under the laws of the State of Ca li fom i a, he expressly all ocated to Tenant' s stoc k an d  tTade fi xrurcs or relocation expense, provided that such award shall be made by the cou rt in  addition to , and not resu lt in reduction of. the award made to Landl ord.  (D) 1t ; s ex.pressly understood and agreed that the prov isions of thi s Sec tion  shall not be applied to any condem nation or taki ng for governmental occupanc y fur a  li mited peri od of time.  SECTION 45. KEYS  If Tenant uses locking devices other than those provided by Land lord (whi ch shall onl y be  all owed after review and approval of any proposed devises by Land lord). Tenant agrees to provide  Landlo rd. at the time of the installarion of sucb devices. witb keys or the locking combi nation to  the Premises for lise by Landlord or its agent. Landlord shall give Tenant reasonable prior notice  before lIsing keys to access the Premises.  SECTION 46. NON WAIVER  No delay or omiss io n in the exercise of allY right or remedy by Landlord shall impair such  right or remedy or be constlUed as a wa iver. No act or conduct of Landlord, includin g without  limitaTion, acceptancc of tbe keys to the Premises . shan constirute an acc.eptance of the sUlTender  of the Prem ises by Tenant before the exp irat ion of the term. Only wri tten notice from Landlord to  Tenant shall c.onstitute acceptance of the surrender of the Premises and accomp lish termination of  the Lease. Landlord ' s consent to or approval of any acr by Tenanr requ iring Landlorcl 's consent or  approval shal l not be deemed to waive or render unnecessary Landlord 's consent or approval of  any subsequent act by Tenant. Any wa iver by Landlord of any default must be in wri ting and shall  not be a waiver of any other defaul t coneeming the same or any oth er provision of the Lease.  TENANT SPEC IFICALLY ACKNOWLEDGES AND AGR EES TH AT, WH ERE TENANT  HAS RECEIVED A NOTICE TO CURE A DEFAULT (WHETHER RENT OR NON -RENT),  NO ACCEPTANCE BY LAN DLORD OF RENT SHALL BE DEEMED A WAIVER OF SUCH  DEFAlJlT, fNCLUD ING BUT WITHOUT LHvlITATlON. AFTER RECE lPT OF PARTlAL  PA YMENT OF RE NT, AND LA!\'D LORD MAY R EFUND SAME AND CONTINUE ANY  PENDING ACTION TO COLLECT THE FULL AMOUNT DUE, OR MAY MODIFY ITS  DEMA ND TO THE UNPAID PORTION . IN EITHER EVENT THE DEFAULT SHALL BE  DEEMED UNCURED UNTIL THE FULL AM OUNT IS PAID IN GOOD FUN DS.  SECTION 47. ASSIGNMENT OR SUBLEASE  (A) Tenant sball not assign , sell , convey, mortgage, pledge, or in any manner  transfer its interest ill this Lease or the Premises whether voluntari ly or by operation of law.  or sublease all or any part of the Premises, or allow any other person or entity (except  Tenant ' s authorized employees and other represcntatives) to occupy or lIse all or any part  of the Premises (each of the foregoing: a "Transfer"), without firs t obtaini ng Land l ord ~s  wrinen consent. L andlord lllay wirhhold its consent for such reasons as it deems proper. ill  its reasonable Lii scretion taking in to account the unique nature of th e Premises. Any  25  





 






assignment. encumbrancc, or sublease or other Transfer without Landlord's conscnt shall  be void and. at Land lord 's elect ion . sba ll constitute a default. The acceptance of rent by  Landlord from any other person shall not be deemed to be a waiver by Landlord of any  provision of this Lease or to be Landlord's co nsent to any Transfer.  (B) If Landlord consents lO a Transfer, as a condition thereto which the parties  bereby agree is reasonable, Tenant sba ll pay to Landlord fifty percent (50%) of any  "Transfer Premium." as that term is defined in this section. received by Tenant hom such  Transferee. "Transfer Premium" shall mean all rent, additional rent or other  consideration payable by such Transferce in excess of thc Rent and Additional Rent  payable by Tenant under this Lease on a per rentab le sq uare foot basis if less than all of the  Premises is transferred, after deducting the reasonable expenses incurred by Tenant for  (i) any reasonable changes, alterations and improvements to tbe Premises in connection  with the Transfer (but on ly to the extent approved by Landlord), and (ii) any reasonable  brokerage commissious in eOlUlection with the Trans fer. "Transfer Premium" sha ll also  include, bur not be limited to, key money and bonus money paid by Transferee to Tenalll in  connection with such Transfer, and any payment in excess oftair market value for services  rendered by Tenant to Transferee or for assets. fixtures. inventory, equipment, or fumiture  transfen-ed by Tenant to Transferee in connection with suc h Transfer.  (C) By giving consent to any assignment, encumbrance or sub lease, Landlord  shall not be deemed to have waivcd the right to refuse to grant its consent to any fu t1her  assignment. encumbrance or sublease. Tenant will rei mburse Landlord, upon demand , for  reasonable attomeys ' rees incwTed by Landlord in connection witb re\'iewing any request  for consent to an assignmcnt, encumbrance or sublease,  SECTION 48. SUCCESSORS  All or the terms, covenants and conditions contained in this Lease sha ll apply to and be  binding upon Landlord and Tenant and their respcctive heirs, executors, administrators, successors  and assigns.  SECTION 49. SUBORD INATION; FINANCIAL STATEMENTS:  NON-DISTURBANCE  (A) This Lease is and shall bc subject and subordinate to all master leases,  ground leases, mortgages or deeds of trust andlor other encumbrances (co ll ectively,  "Security Device") that may now or hereatier affect this Lease or the Premises and to all  renewa ls, mudifications , replacements and extensions thereof The provisions of this  section shall be self-operative and no further instrument of subordination shall be req uired,  [n eonfilll1ation of such subordination. Tenant shall promptly execute and deli vcr. at its  own cost and expense, whatever instruments as may be required for such purposes  (i ncluding any instruments required by any mOl1gage lender or purchaser of the Bu; Iding or  the Building), and in tbe evem Tenant fails to do so withi n ten (10) days after demand in  writ ing, Tenant shall be in default o[thi, Lease, [n such event, without linliting Landlord 's  rights and remedies under this Lease, Tenant does hereby make, constirute and irre vocably  26  





 






appoint Landlord as its attorney in fact and in its name. place and stead so to execute ami  delh'er any such illstlUlllenr in the name ofTenalll and in Tenant's stead.  (E) Tenant covenants and agrees that if th e estate of Landlord in the Premises is  Tcrm inatcd by a sale, assiglUllelll, transfer, foreclosure of Landlord's interest in the  Premises or by reason of a defaull under any underl ying lease: mortgage, security  instrwllel1l or otherwise. tben Tenant. at the option and upon request of transferee of  Land lord's interest ("S uccessor Land lord") shall, subject to the non -disturbance  provisions of Section 49(E), (i) fully and completely attorn to and perform all the terms,  covcnan ts and conditions of this Lcase on Tenant 's part to be performed for sllch Successor  Land lord with tbe same force and effect as if the Sliccessor Landlord was the Landlord  originally named in this Lease. or (ii ) enler into a new Lease with the Successor Landlord.  as La ndlord, for the remain ing Lease Term on tbe salne tenns and conditions and with the  same options, if any, then remaining. The foregoi ng provisions of clause (i) of this section  shaU inure to the benefit of such Successor Landlord, shall be self-operati ve upon the  exercise of such option. and no f\llther shall be required to give effect to these provisions.  Tenant agrees to execute upon demand of any such Successor Landlord, !i'om time to time,  any instruments which may be necessary or appropriate to evidence such attornment and  sctting forih the terms and conditions of its tenancy. Tenant hereby constitutes and  appoints Landlord or any such Successor Landlord to be Tenant ' s attamey in fact,  irrevocably anci conp led with an interest, to execute and deliver such instntmcnr of  attomment or such new lease if Tenant refuses or fails to do so promptly upon request.  Tenant furtber waives the provisions of any statute or rule of law now or hereafter in effect  wh ich may give or purport to give Tenant any right ofeleetion to terminate th is Lease or to  sulTender possession of the Premises in the event any proceeding is brought by the  mortgagee or ho lder. Tenant fi.trt he r agrees that this Lease shall not be adversel y affected  in any way whatsoevcr by any sueb proceeding. Following Tenant's wtitlen request,  Landlord shal l request and shall use commercially reasonable effons to obtain from the  mortgage lender fo r the Building a subordination, non-disturbance and anormllent  agreement on ule lender's standa rd form, provided that Land lord shall have no liab ili ty to  T t:llan l i r th e lenuer is un\villing- to prov ide or make any modifications to any such  agreement.  (C) If a lender, ground lessor or master lessor requests reasonable modifi cations  of this Lease as a condition ofthc obtaining. continuing or renewing of financing for wbich  the Building or land represents collateral. in w hole or in part, Tenant will not unreasonably  withhold its consent thereto, provided that such modificmions do not materiaUy and  advcrsely cither incrcase tbe obligations of Tenant hereunder or affect the rights of Tenanl  uuder this Lease.  (0) From time to time wi thin ten (1 0) days after written request therefor, Tenant  sha ll deliver to Landlord a copy of the finan cial statements (including at least a year end  balance sheet and a statement of profit and loss) of Ten ant (and of each Guarantor, if any,  of Tenan t 's obligations under th is Lease) for each of the three mas! recentl y completed  years. prepared in accordance w ith generall y accepted accounting princip les, all  then-avai lable subsequent interim statements, any financial information required herein,  and sllch olher financial information as may reasonably be requested by Land lord or  27  





 






required by any existing or potential m0l1gage lender or purchaser of the Building Or the  Building. Landlord shall use commerciall y reasonable efforts to keep confidential all such  tinaneial statements provided to it by Tenant pursuant to this sec ti on , except that Landlord  sha ll have the ri ght to provide copies of such tinancial infol111ation to any existing or  pOlcntialmongage lender or purchaser of the Bui Iding onhe Building (and thcir rcspective  employees. agents and representatives) so long as the recipient is inSlructeu lo keep such  infol111arion confidential.  (E) With respect to Security Devices entered into by Landlord after thc  execution of this Lease. Tenants subordination of this Lcasc shall bc subject to receiving a  commercial reasonable non-disturbance agreement (a "Non-Disturbance Agreement")  from the Lender which Non-Disturbance Agreement provides that Tenant's possession of  the Premises, and this Lease, including any options to extend the tenll hercof. will not be  disturbed so long as Tenant is not in Breach hereof and attoms to the record owner of the  Building or Premises . FU11her. within 60 days after the execution of this Lease. Landlord  shall, if requested by Tenant, use its commercially reasonable efforts LO obtain a  Non-Disttlrbancc Agreement from the holder of any pre-existing Security Device which is  sec ured by the Premises or Building. In the evem tbat Land lord is unable to provide the  Non-Disturbance Agreement within said 60 days. then Tenant may. at Tenant's option.  directly contact Lender and attempt to negot iate for the exec ution and deli very of a  Non-Disturbance Agrecment.  SECTION 50. NOTICES  Any demand, request or notice whi ch either parry hereto desires or may be required to  make or deliver to the other shall be in writing and shall be deemed deli vered when personally  delivcr~d. or wbeD de livered by private cou rier service (such as Federal Express) or two (2) days  after being dcposited in the United States Mail . in registered or certitied f0I111. retum receipt  requested, addressed to the addresses in Sections 1 (R) and ~ or such other addresses as shall  havc bcen last designated by notice in writing from one pal1y to the other.  SECTION 51. ESTOPPEL CERTIFICATES  Within seven (7) days following any written request that Landlord may make from time to  timc. Tenant shall execute and deliver to Landlord a statement eenify ing: (a) the date of  commencement orthis Lease: (b) thc fac t Ihat this Lease is unmodified and in full force and effect  (or, if there havc been modifications hereto. that thi s Lease is in full force and effect, as Illod ified .  and stating the date and nature of such modifications): (c) the date to which the Minimum Month ly  Rent and other sums payable under this Lease have been paid; (d) the fa ct that there are no current  defaults UDder this Lease by e ither Landlord or Tenant except as specifi ed in Tenant's sta tement:  (e) if so requested. that Tenant will allorn to any purchaser or other party that succeeds to the  interest of Landlord under this Lcasc; and (f) such other reasonable and pel1incnt mattcrs as are  requested by Landlord. Landlord and Tenant intend that any statement delivered pursuant to this  secti on may be relied upon by any mortgagee. beneficiary. pllIchaser or prospective purchaser of  the Building or any inlere,uherein . rrTenant shall fai l to respond within seven (7) days lIl' receipt  of a written request by Landlord, Tenant sha ll be deemed to have given a cCl1ificate as above  provided withoutlllodification and shall conclusively be deemed to have adm irred the acc uracy of  28  





 






any information suppl ied by Landlord to a prospectivc purcbaser or mongagee. that this Lease is in  fi.I1I force and effect, that th ere are no un cured defaults in Landlord ' s performance, that tbe  consideration f,)!" Lease is as stated in thi s Lease and that not more than one momh's Minilll ulll  Month Iy Rent has been paid in advance .  SECTION 52. BROKER'S COMMISSION  Tcnant is represented by Lorena Tomb from BRC Advisors Inc and Landl ord is  represented by LS Realty Group. Landlord agrees to pay a commiss ion equal to six percent (6%)  for the first five (5) years ofthc initial term of the Lease and three pcrcent (3%) for the last five (5)  years or tlle lease . The first ha lf of commission to be paid upon Illutual lease execution between  Landlord and Tenant. The second balfto be paid upon Tenant opening for business. Said  commission to be split 50/50 between Landl ord' s broker and Tenan t 's broker. Landl ord further  agrees to hold Tenant barmless against any and all brokerage claims. Land lord and Tenant  acknowledge that they have not uti li zed a broker ill thi s transaction except for BRC Advisors Inc  representing the Tenant and LS Real ty Group representing the Landlord.  SECTION 53. ATTORNEYS' FEES  Ifin connection with any default by Tenan t in rhe pe rf0 n11anCe orany of the provisions of  thi s Lease. Land lord employs an attomey. Tenant shal l pay all costs, expenses, aod attorneys ' fees  expended or incurred hy Land lord in conn ect ion therewith . In the event of liti gation between the  parries hereto, dec laratory or otherwise. for the enfo rcement of any of the covenants, temlS or  conditions of thi s Lease. the non prevail ing pm1y shall pay the cost thereof and anorneys' fees  actually mCUlTed by !lIe prevai ling pany. which shall be detemlined and fixed by the court as part  of the judgment.  SECTTON 54. THlRD PARTIES  This Lease sha ll not create any rights in any olher tenant or occupant of rhe Building. nor  shall any lease between Landlord and any other tenant or occ upant of the Building create any  rights in Tenant under thi s Lease. No action of Landl ord in en forcing or waivi ng any provision of  any lease between Landlord and another tenant or occupant of the Building shall obligate Landl ord  to enforce or waive any similar provision in this Lease, nor shall any action of Landlord under this  Lease obl igate Landlord to take any simijar actioD under any other Icase.  SECTION 55. ENTIRE AGREEi\'fENT  This instrument, along with any Exh ibits and attachments hereto. constitutes the entire  agreement between Landlord and Tenant relative to the Premises and this agreement and the  Ex hi bits and attachments may be altcred, amended or revoked onl y by an instnl111ent in writi ng  signed by both Landlord and Tenant.  TENANT ACKt-iOWLEDGES AND UNDERSTANDS THAT THE LEASING  GUIDELINES ADOPTED FROM TIME TO TIME BY L<\l~DI..orm DO NOT CONFER  ANY RIGHTS ON TENANT, AND THAT TENANT'S RIGHTS ARE DESCRIBED  EXCLUSIVELY IN THIS LEASE,  29  





 






No waiver by Landlord of any of the tellllS, covenants or conditions of this Lease shall be  effecti ve lin less in writ ing and signed by Landlord.  There are no oral agreements or representations between the parties hereto affecting this  Lease and thi s Lease supersedes and cancels any and all previous negotiations, arrangements.  brochures. agreements Or representations and understandings) if any, bcrw'een the panies hereto ur  displa yecl by Landlord to Tenant with respect 10 the subject matter thereof.  This Lease shall be govell1ed by and constlUed in accordance with th e laws of Califomia  and, irany pro visions oftbis Lease shall 10 any extent be invalid, the remainder of this Lease shall  not be affected thereby. The titles of the several Sections contained herein are for conven ience  only and shall not be considered in constming this Lease. Un less repllb'llant to the context. the  words "Landlord" and "Tenant" appearing in th is Lease shall be constlUed to mean those named  above and their rcspective heirs. personal representat ives, executors, administrators, successors  and assigns.  SECTION 56. Lf!\fTT A TlON OF LfABILlTY  Tenant agrees to look solely to Landlord 's estate and imerest in the Premises for the  satisfaction of any right or remedy of Tenant for the collection of a judgment (or other judicial  proce~s ) requiring the paymenl of money by Landlord, in the event of any liabi lity by Landlord.  and no other property or assets of Landlord shall be subject to levy, execution , attachment, or other  enforcc ment procedure [or the satisfaction of Tenant ' s remedies under or with respect to thi s  Lease. the relalionship of Land lord and Tenant hereunder, Tenant's use and occupancy of the  Premises, or any otber liabil ity of Land lord to Tenant.  SECTION 57. REQUIREMENTS OF LA W  Tenant shall comply with all laws, orders and regulations of federa l. state, county and  muni cipa l authurities. and with any direction of any public officer or officers, pursuant to law,  which shall impose any violarion , order or duty upon Landlord or Tenant with respect to the  Premises or the use Dr occupation thcreof.  SECTION 58. NllMBER AND GENDER; ADVERBS  The tenns " Land lord" and "Tenant" whenever used herein shall be applicab le to one or  more persons. as tbe case may be, and the singular shall include the plural and neutcr sha ll inc lude  the mascu line and feminine and if th ere be more than one. the obligations thereof shall be joint and  several. The adverbs "herein", "hereunder". " here to". "hereby", "hereinafter", erc., whenever the  ~ame shall appear herein. sha ll mean and refer to this Lease in its entirety and not to any specific  Section or other part th ereof.  SECTION 59. NO PAlnNERSHIP OR JOINT VENT RE  Nothing contained herein shall be deemed or construed to create rhe relarionship of  principal and agcnt, or partnership. or joint venturc between the parties hereto, it being understood  and agreed that neither the method of compming of rem nor any other provision contained herein .  30  





 






nor an y ac tS of the parties hereto, shall be deemed to create any relationship between the panics  hereto other than til e re lationsh ip of Landlord and Tenant.  SECTION 60. GUARANTOR  ConCUl1'ent w ith Tenant' s execution and delivery of this Lease, Tenanl sha ll ca use the  Guarantor identified in Section 1 (T) to execute and deli ver to Landlord a Guaranty of Lease in the  [01111 attached as Exhibit D ro this Lease.  31  





 






IN WITNESS WHEREOf, Landlord and Tenant have executed thi s L ease as of the day  and year first above written.  LA NDLORD:  Sunset Triangle InYestors, LLC, a California  limited liability Company  BY&~  .fake Mathews  Its: Ma nager  TENANT:  By: Tyle.  ./  Its: Manager and jointly and severally  as Guarantor herein  32  





 






I ' ll  EXHIBIT A  FLOOR PLAN  L!  r <_.  L 1,~1 .~  r 1  - ING FJ OOR PLAN  [XIS I - $ " " Fl yr.  H Ol wESi <;UN ~ ,  .:.· .. ,ct ..... ,_  3701 Lease Exhibits  





 






-~ --,  l l  EXIS TlNG FLOOR PLAN  HOI .... 'EST '.i V"Sn BLVD  3701 Lease Exhibits  "  





 






EXHffi IT B  OPTION(S) TO RENEW  370 1 Lcas~ Exhib its  So long as the person or entity originall y named in th e Lease as the "Tenant" occupies the  entircty of the Premises and has not assigned. subleased or othelwisc transfclTcd its rights in th e  Lease or U1C Premises, Tenant sha ll have two (2) options (cach. an "Extension Option ") to  ex tend the telll' of th is Lease for a period oftive (5) years per Extension Option from the Lease  Tenn ination Datc, or th e ex piration of each prior Extension Period for which Tenan t has  properl y exercised an Extension Option. as th e case may be (each , an " Ex tension Period"), with  respect to the eotirety of the Premises. subject to the foUowing terms and conditions. If Landlord  grants Tenant more than one ( I) Extension Option, Tenant 's right to exerci se the second and any  subsequent Extension Option is condition ed upon Tenant' s timely and proper exercise of each  preceding Ex tension Option. Eac h Extension Option sha ll be exerc ised, if at a ll , by notice of  exercise given to Landlord by Tenant not more than ninc (9) months nor less than six (6) months  prior to the expiration of the Lease TClm or then-appli cable Ex tension Period, as the case may  be. Anything herein to the contrary notwithstanding, if (i) more than two (2) defaults have  occurrcd prior to Tenant 's exercise of an Extension Option or (i i) Tenant is in default under any  of the tenns. CO\'enants or conditions of th is Lease. e ither at the time Tenant exercises the  app licabl e Extension Option or on the commencement datc of the applicab le Ex tension Period.  Landlord shall have, in addition to all of Landlord 's other ri ghts and remedies provided in this  Lease, the right to tenninate aU Extension Options UP0 tl notice to Tcnant and, upon such  termination. the Extension Options sha ll be of no force or effect whatsoever.  In the event an Extension Option is exercised in a timely fashion. th e Lease shall be  cxtended for the applicable Ext.ensi on Period upon all of the tern,s and conditions of th is Lease.  pro vided that thc Minimum Month ly Rent for such Extension Period sha ll be three percent (3%)  abo\'e the Minimum Monthly Rent fo r the munth immediately prior to tbe Ex tensi on Period in  questi on. No leasi ng com miss ions shall be due or payable to any broker reta ined by Tenant with  regard to this Lease for any Extension Period.  Upon each anniversary of the date ofeommencement of each applicable Extensi on Period (each.  an "Adj ustm ent Date") , the Minimum Monthly Rent duc per month shall be increased by an  amount equal to three percent (3.0%) of the monthly Minimum Month ly Rent for th e previous  year.  The parties express ly agree Lhat thc provisions or th is Exhibit B shall be implcmented in  accord ance w ith express terms of this Exhibit Band tmder such other procedures a the parties  may agree to in Lheir sole discreti on , and except as ex pressly set forth above, sha ll NOT be  subject to or governed by rhe provisions of California Code urCivil Procedure Section 1280 ct  seq. as an arbitration, and a ll sueh arbitrat ion provisiuns are hereby intentiona lly waived.  





 






370 I Leas~ Exhibits  TENANTS INITIALS: (r'\- 03  Landlord: _2_1-___________ _  





 






370 I Lease Exh ibi ts  H /.t DU, ~~ Ji EXHIBIT C  1Ii~ ur'I.( LV' I\/-J<r!< W \  OR.. AN,! o1/16R. GJ/lq.,./'l;loJ- I'o-o ~) '-i t  SPECIA L COND ITIONS  Tenant shall be requ ired to inslall , maintain, repair, i_l1 specl and service an air fi ltrati on system  17 /lW (such as a "smog hog'") for its wood-fired ovens and o ther cooking deyices that may generare  , V" smoke. fumes or odors: such system shall bc sufficicnt to comply with nil appli cab le  requirements or the Ciry of Los Angeles and ulhenvise shall be reasonabl y acceptable to  Landlord. Tenant shall nO!Jcause or permj l i~ usc' of allY slich oven!) or olhcr cooking devices to  annQY or di sturb the resid~J1l5 of the Builtling, other tenants or OCClIp(lIltS of the Buildi ng, or the  general public . lfLandlord receives complaints that Tenant's use of such O\'c,n~ or cooking  dc\"ices is annoying or disturbing th e residents of the Build ing. orher tenants or occupants of the  Bu ild ing, or the general public. Landl ord may rt:q uire that Tenant immediately cease use of such  ovens or cooking devices or take other conective measures as required by Landlord. The fail ure  of Tenant to comply with such req uiremen ts shall constitute an immed iate default and breach by  Tenant of this Lease.  TENANTS IN ITIALS: -\- L-=-- ...J.Vf- -- ~ Landlord:  





 






3701 Lease Exhibits  EXHiBIT D  The GUARANTY OF LEASE ("'Guaranty") is entered into this ::;...... day o r  f d1f"IAL ... I , 20 l ~. by and between Dustin Lancaster and Tyler BeU , jointly Ull d severally  ("G ua ra ntor"). and Sunset Triangle Investors, LLC. a Califomia limited liabil ity company  (" La ndlord--).  RECITALS  A, A Cetlain Restaurant Lease of even date herewith (the " Lease") has been, or will  be, cxecutccl by and between Landlorcl and Du,t in Lancaster and Tyler Edl (Guarantor herei n )  as the Tenant thereunder ('"Tenant" ), covering certain premises withill the buildi_ng located at  370 I W. Sunset Blvd. , Los Angeles, California 90026, all as more particularly described therein.  Except where otherwise provided in thi s Guaran ty, all initially capi talized terms used herein shall  have the meanings ascribed to them in the Lease.  B. Landlord is requ iri ng as a condition to its execution of the [case that the  undersigned guarantee the full pcrfonnancc ofrhc obligations of Ten ant then:undt.:r.  C. Guarantor acknowledges that it will receive a direct or illdirect fIllancial benefit  I,'om the lease and therefore desires that Landlord enter into the Lease with Tenant.  NOW, THEREFOR E, for other good and valuab le consideration, the rece ipt and  suHic icncy of \vhicb arc bereby acknowJc:dgcd. Guarantor hereby covcni1nt~ iim! agrct:s (:loS  follows:  1. Guaranty of Tenant!s Pay ment and Performance . Guarantor uncon ditionally ami  irrevoca bl y guarantees to Landlord the fu ll, prompt and complete performance of each and all of  tbe terms. covenants and co nditions of the Lease (including any amendments and extensions  thereto) required to be performed by Tenant thereundcr, including, but not limited to , the du e and  punctual payment of all Minimum Monthl y Rent, Additional Rent, an d any and all other charges  or Stuns. or any poniol1s thereof. to accrue or become due from Tenant to Landlord during the  Lease Term pursuant to th e Lease. im:luding any renewa l or ex tensions th ereof and any ho ldi ng  over (--G uaranteed Sums").  2. Tenant' s Failure to Perform, Tf Tenant fails to pay any Guaranteed SUIllS when due  under the Lease . then. with in ten ( 10) days rollowing \vrinen notice to Guarantor by Landlord,  Guarantor shall pa y to Land lord or Land lord' s desif,'11ated agent, by certified check or cashi er' s  chcck, any such Guamnlecd Sums as may be, due and owing from Tenant to Landlord by reason  of Tenant' s failun: to so perform.  3. Other Lease Provisions. If Tenant fails to perf01ll1 any covenants, tellllS or conditions  of rhe Lease as required to be performed (other than as provided for in Section 2 above) . then  upon written norice to Guarantor by Landlord, Guarantor shall commence and complete  performance of the conditions, covenants and terms wi thin. five (5) busin ess days after the date  of Landlord 's nQtice to Guarantor of such failure by Tenant to so perfonn; provided, however,  that in the event the perfonnance by Guarantor cannot reasonabl y be completed wi thin fi ve (5)  





 






3701 lease Exhibits  business days, Guarantor shall COIlUllence perfOnllanCC within that time and diligently pursue the  sallle: to completion within u reasonable period of time.  4 . Additional Damages and Inte rest. In addition to the payment of Guaranteed Sums and  the perfurmance of any and all other provisions. conditions and terms of the lease which may be  requ ired of Guarantor by reason of Tenant's failure to perform, Guarantor agrees to pay to  Landlord any and all incidenta l damages and expenses incuned by Landlord as a resul t of  Tenant's failure to pcrfonn, which ex penses shall include, without limitation. actual attomcys'  fees. Guarantor further agrees to pay to Landlord interest on, any and all sums due and owing  Landlord by reaSOLl of Tenant' s failure to pay saille at the maximulTl lawful rate at the timo of  payment thereof. or if there is LlO prescribed maximum rute. then ten percent (10%) per annum.  5. Enfo rce ment by L lildiord . The liability of Guarantor under thi s (juaranty is all  absolute and unconditional guaranty of payment and of perfollllance and not of co llectabilit)'.  This Guaranty shall be enforceable against Guarantor. its successors and assigns. without the  necessiry for any SUiT on Landlord against Tenant or otherwise with respect to the Lease, and  w ithollt the necessity of any notice of nonpayment. l1onperfol1nancc or nonobservance or of any  not ice of acceptance of this Guaranty or of any othcr notice. or demand La w hi ch Ciuaran tor might  otherwise be entitled. all of which Guarantor hereby expressly waives except to the extent notice  is specifically required by this Guaranty. Guarantor further agrees that Landl ord may enforce  this GUal"alllY withollt the necessity of resoning to or exhausting any security. and withollt the  necess ity of proceeding agai nst any other guarantor. The vaLidi ty of this Guaranty and the  obligation of Guarantor hcreunder shall not be tellllinatcd, affected or impaired by reason of  Landlord's a"crlion or failure to asscrt by l andlord against Tenant of any of the rights Or  remedies resen'ed to landlord by the Lease. at law or in equity. and the exercise or non-exercise  by l andlord of any such right or remedies shall not constitute a lega l or equitabl e discharge of  Guarantors, The liability of Guarantor hereunder is coextensive with that of Ten(llll and is jo int  and several.  6. G uaranto r ' s , ,,. ivCI's. Guarantor hereby waives, to the extent permitted by law and  except as specifica ll y provided herein: (a) all not ices and presentments to Guarantor. to Tenant,  or to any other person. including. but not lim ited to. no ti ces o f the acceptance of this Guaranty,  or of default in the paymen t ofthc Guaranteed SUIllS (or any portion thereof) , and enforcement of  any right or remedy with respect thereto or notice of any othcr matters re lating thereto; (b) any  statute of limitations affecting Guaranror's liability hcrcunder or the enforcement thereof; (e) all  defenses based upon any disability of Tenant and any and all other waivable defenses: (d) any  and aU right to pa<ticipate in any Security Deposit held by Landlord now or in the future. and  (e.) all prillciples or provisions of law \\'hich conflict with the terms of thi s Guaranty, Guarantor  further agrees that Landlord may enforce his Guaranty upon the occun'cncc of any default under  (he Lease. notwithstanding the existence of any dispute between Landlord and Tenant with  respect to the existence of the default or payment of the Guaranteed SUIllS (or any portion  thereof) or any count erclaim set-off or other claim which Tenant may allege agai nst Landlord  w ith n:spcct thereto. Moreover, Guarantor agrees thor its ob ligations shall not be affected by any  circumstances \vhich constitute a legal or equitable discharge ofa guarantor or surety,  7. Continuing Guaranty. Thi s Guaranty shall be a continuing guaranty. The liabilit ies  and obligations of Guarantor herellllder shall be absolute. uncondi tionat, ano ,hall not be  





 






3701 i.ease ExhibiL'  released. di scharged or ill any way affected by any of the following matters. regardless of  whether Or not Landlord bas notice or knowledge thereof: (a) any alllendment. modification ot~  or supplement 10 the lease, any execution of a new Lease or any assi,b'11ITICnlIlT transfer thereof:  (b) any exercise or noncxerci se of an y right, power. remedy or pri vilege under or in respect of  the Lease of th is Guarant y or any waiver, consent. ex tension. renewal. modifi cation or transfer  thereof: (c) any bankl11ptcy. insolvency. rcorg(ll1iz3tion. an'angement, readjustment. composition.  liquidalion or sinlilar proceeding !"\.:lau.::d to Tenant or Tenant's assets; (d) any limi tation on the  liabi lity or obligation of Tenant under the Lease or its estate in banknlptey or of any remedy for  the enforcemenl thereof, resulting from the operation of any present or future provi sion of  Bankruptcy Code Or other stanltc, whether state or federal. or from the deci sion of <1n y court' or  (e) any transfer by Ten ant ur any assignment of Tenant's interest under the Lease.  8. :-10 Subrogation . Guarantor agrees that until slich ti me as all of Tenant ' s obl igations to  Landlord have been full y and irrcvocabl y paid and discharged, no payment by Guarantor  pursuant to any provision hereof shall emilie Guarantor. by subrogation or otherwise. to the  rights of Landlord under the Lease 10 any payment by Tenant or to any of the property of TenanL  Guarantor further agrees thar, to the extent the v.'aiver of its light of subrogati on as set forth  herein is found by a cOlin of competent jW'isdietion to be void or vo idablc for any reason . any  fights of subrogation Guarantor may have against TcnaDi shall be junior and subordinate to any  right Landlord may have againsr Tenant.  9. Notices. All notices. requests and demands 10 be made hereunder to the pani cs hereto  shall be ill writing and Notices may be either deli vered personally or sent by prepaid , regis tered  or cenified mail , an d if so mailed, shall be deemed to ha,·e been given five (5) days followi ng the  date lipa n wh ich it was deposited in the 111ai1. The addresse, of the pan ies for the purposes  hereof shall be the addresses set fOrlh fur such parties in Section I of the lease. or such orher  addresses which the panies may provide to Olle another in accordance herewith .  10. Parti a l Payments . Guarantor's payment of a ponion. bur not all. of the Guaranteed  Sums. shall in no way limir. affect. modify or abridge Guarantor's liability for that ponion of the  Guaranteed Sums which is not paid . \Vithout in any way limiting the generality of the foregoing.  in the event that Landlord is awarded a judgment in any suit brought to enforce Guarantor's  covenant to pay a portion of the Guaranteed Sums, such judgment shall in no way be deemed to  rel ease Guarantor fr0111 its covenant to pay any porti on of the Guaranteed Sums \vhich is not the  subject of such suit.  I I . No Benefit to T hird Pa rties . Thi s Guaranty is solely for the bene!; t or Landl ord and is  nOI intended 10 nor shal l it be decmed to be for the benefit of any third party, includ in g Tenant.  12. Successors and Assigns. Th is Guaranty shall be binding UPOll Guaralltor. iLS successors  and ass igns. shall inure to the benefit of. and sha ll be enforceable by Landlord. its successors ano  assigns. Thi s Guaranty may be assi,bTJlcd in who le or in part by Landlord without notice to  {fUilrantof.  13 . Attorneys' Fees . L11 tbe event of any liligalion arising our of or in connection \vith this  Guaran ty: including for rhe enforcement of any of the covenants, terms or conditions hereof, lhe  non-prevai ling party s ilall pay the costs thereof and at!Omeys ' fees actuall y incurred by the  





 






3701 Lease Exhibits  prev~i1ing party (including the fees and charges of legal assistams or other non-anorney  per50nnei performing services under the supervision of an attol11ey), which sha ll he determined  and fixed by the e01l11 as part of the judgment, whether or not such litigation is prosecuted to  judgment. Guarantor covenants and agrees that Guaramor intends by thi s Section 13 10  compensate for attomeys ' fees actually incLilTed by the prevailing patty to the palticu lar  attorneys involved at such attorneys' th en norma l hottriy rates ami that this Section 13 shall  t:onstitutc an instruction to rhe court that stich rate or rates shaH be deemed reasonable.  14. Governing Law. Th is Guaranty shull be governed by ancl constlued in accordance with  the laws of the State of California. and Guarantor hereby consents to the jurisdiction of the COU l1S  of the State of California.  Ij . In validity . Every provision or Ihis Guaranty is intended to be severable. In the event  an y tenll or provision herein is declared to be illegal , invalid or unenforceable for any reason  whatsoever by a court of competent jurisdiction. such illegality, invalidity or unenforeeability  shall not affect tile balance of the terms and provisions hereof, which terms and proviSions shall  remain ill full force and effect.  16. Modification or Guaranty. This Guaranty constinltes the fu ll and complete agreement  between tbe panies hereto and it is understood and agreed thai the provis ions hereof may only be  modi lied by a writing executed by both partics hereto.  17. Miscellaneous Rules of Consll·ucti on . Whenever the singular or mascul ine or neuter is  used in th is Guaranty, the same sha ll he construed to mean the plural, fem inine or body corporate  where tbe context of rhis Guaranty or the pal1ies hereto may so require. The locative acl\'crbs  "herein", "hereunder" , "hereto", "hereby" , "hereafter", etc. , whenever the same ~hall appear in  this Guaranty, shall mean and refer to this Guaranty in its entirety and not to Guaranty Page 5 of  flve any 'peeific Sec tion or ut her pan Ihereor. In addition. any captions or headings used in this  Guaranty arc for reference purposes only and are in no way to be constlued as part of thjs  Guaranty.  18. Duration of Guaranty. At such time as the Lease has expi red or otherwise been  tel1l1inated and the entire unpaid balance or the Guaranteed Sums for the term of the Lease  (int:ludi ng any portion of the term remaining unexpired at the time the Lease is termin ated),  together with all interest accrued thereon. is paid in ntll and all other obligations of Tenan t ullder  the Lease arc fully performed and satisfied, Guarantor shall be released [rom all duties and  rcsponsibi litie::; a,<; ~et forth in this Guaranty.  





 






370 I Lease Ex hibits  TN WITNESS WHEREOF. Guarantor ha, executcd this Guaranty as of the day  and y,,-,ar first above writtell .  GUARANTOR :  Dustin Lancasler  Gufu:antor's Signature  LAl\'ULORD:  Sunset Triangle. Investors LtC. a  Californ ia lim ited liabil ity Company  





 






3701 Lease Exhibits  EXHIBIT E  BU ILD ING RULES AND REG ULATIONS  I. Except as specifica lly provided in the Lease to which these Rules and  Regula tions are attached. no sign , including "A" Board type. placard, pi ctu re.  advertisement. name or notice shall be installed or displayed on any part of the outside or  inside of the Premises withoullhe prior written consent of Landlord. Landlord shall have  the right to remove, at TCl1ant's expense and without notice ~ any sign install ed or  displayed in \'ioI3tion of this rule. All approwd signs or lettering on doors and walls  shall bt: printed. painted, aftixed or inscribed at the expense of Tenant by a person  approved by Landlord.  2. Tenant shall not place anything or allow anYlhing to be placed near thc  glass of any window. door. partition or wall , which may appear unsightly from outside  the Premises at the discretion of the Landlord .  3. Tenant shall not obstnlct any Common Areas, including sidewalk,. halls.  passages. ex its. entrances, elevators or stairways in or about the Premises. Landlord shall  in all case~,,; retain the right to control and prevent access thereto of all persons whose  presence in the judgment of Landlord would be prejudicial to the safety. character.  reputation and interest of the Premises and its tenantS and occupants: providing that  nothing herein contained shall be construed to prevent such access to persons with \\-hom  any tenan t nOl1nall y deals in the ordinary course of this business , unless slleh pl!rsons are  engaged in illegal Or unlawful actlvilies. '0 tenant and 110 employee or in vitee of any  tenant shall go upon the roof of the Premises.  4. All Common Area cleaning and janitorial sen'ices for the Premises and  the Prem ises shall be provided exc lusively as outlined in the Lease. Tenant shall not  cause any unnecessary labor by carelessness or indi ffcrence tu the good order and  cleanliness of rhe Prenlises. Use or the C0I111110n Areas for business activity is at the sole  discretion of the Landlord . Tenant further agrees to any res trictions whatsoever applied  by Landlord regarding such lise Ten an t also ab'fees to inUllediatcly remove any personal  property o r trade fixt ures at Landlord's reques t.  5. Upon the commencement of' the initial Lease Term. Land lord will furnish  Tenant, free of charge, with two keys to each door lock in the Premises. Landlord may  charge a reasonable fee for any additional keys and/or addi ti onal securi ty syslC111 access  device. Tena11l shal l nor alrer an y lock. install a new add iri onallock, or boil on any door  of its Premises without prior written approval from Landlord . Tenan t shall provide  Landlord with keys for all locks. Tenant, upon the te111lination of its tenancy, sha ll  deli ver to Landlord the keys to al l doors, and all security system access devises.  Landlord shall be pro\'ided access to Premises upon 24 hours' prior notice to Tenant of  Landlord 's inrcnt to enler (provided that Landlord may enter without notice in the event  of an emergency). Tn the event locks. glass in the doors, partition or windows of the  





 






370 I Lease hhibi t,  prem ises are broken. it i, Tenant ' s responsibi lity to rcplaee or repa ir. If Tenant t~,i1S to  comply. Landlord may repair or rcpiacl! at the expense ofTcnanL  6. No delivery shall be made tl," t impedes or interferes with any other tenant  or the operation of th e Premi ses. In its use of {he loading areas for the Premises, Tcm.ll1t  shall not obstruct or pcrmit the obstruction of the loadin g areas. and at J]O time shall  Tenant park vehicles lherein except for loading and un loading. No furn it ure. freight, or  equi pment of any kind shall be brought into the Prem ises w ithout the consent of Landlord  and al l moving of the same into or out of the Premises shall be done at such time and in  sllch manner as Landlord sha ll designate. Every person employed to move sllch  equipment in or out of the Premises mllst be acceptable to Landlord. Landlord will not  be responsible for loss of; Or da mage to. any such equipment or other property from any  cause, and all damage done to the Premises by ma intaining or moving such equipment or  other propeny shall be repaired at the expense of Tenant.  7. Tenant sha ll not place a load lipan any floo r of the Premises that exceeds  the load per square foot that such Door was designed to cany and that is allowed by law.  Landlord shall have the right 10 prescribe the weight, size and pos ition of all equipment,  materials. furnirure or Other propeny brought into the Premises. Heavy objects shall. if  considered necessary by Landlord. stand on such platfonTIS as detell11ined by Land lord to  he necessary to properly distribute the weight, which platforms sha ll be provided at  Tenant 's expense. Any bus iness mach ine or mechanical equipment belonging to Tenant  that causes Doise or vibrar ion that may be transm itted to the strucntre of {he Prem ises,  demised premises or to any space therein, to such a degree as to he objeclionable to  Land lord or lO any tenant in the Premises, shall be placed and maimained by Tenant. at  Tenant's ex pense. on vibration eliminators or other devices sufficient to eliminate noise  or vibration.  8. Tenant shall not usc or keep in Ihe Premises any kerosene , gasoline or  flam mab le or combusti ble nuid or material ot her than those lim ited quamities necessary  for the operation or ma intenance of office eq ui pment. Tenan t shall nol use or permit to  be used in the Premises any foul hazardous or noxi ous gas, substance, or pen11it or all ow  the Prem.iscs to be occupied or used in a manner offensive or objectionable [Q Landlord  or any other occupant of the Premises by rca son of noise. odors or vibrations from the  Premises. nor shaJl Tenant bring into or keep on or aboUl the Premises any animal other  than service .mimals sllch as see ing-guide dog.  9. Tenant shall not wasle or misuse util ities including bur not li mited to  electrici ty. water, lrash rcmO\'al and agrees to cooperate fully with Landlord to assure the  most effective operation of the building and to comply with any govern mental encrgy- saving rules. laws or regulations of wh ich Tenant has aerual notice. and shall refrain from  attempting to adjust controls. Except for establi,hed Premises bours, which may be  changed from time to timt: hy Landlord: access to the Premises. or the halls, corridors)  cJeyators or stairways in the Prem ises. or to the Premises, may be refused un less the  person seeking access is known to the person or employee of the Premi'ses in charge and  hai; a pas~ or is properly identified. Tenant sha ll be responsible for all persons for whom  it requests passes and shall be liab le to Landlord for a ll ac ts of such persons. Landlord  





 






3701 Lease Exhibi ts  shall Dot be liable for damages for any error with regard to the admission to or exclus ion  from the Premisc~ of any person . Landlord reSCIYCS the right to prevent access to {ile  Premises in case of inva::; ion, mob. riol. public excitement or other cOllllllotion hy closing  the doors or by other appropri ate action. Landlord reserves the ri ght to close and keep  locked all entrance and exi t doors of the Prem ises on lega l holidays. and on other days  during sllch hours as Landlord may deem necessa.ry.  10. Tenant shall clo,e and lock the doors of its Premise, and entirely shut off  all ttliliti es services other than those utilities services specifically requested to be left on  by Landlord before Tenant and its employees leave the Premises. Tenant agrees to leave  any and ail lights on during Mandatory Business hours as outlined in Exhi bit E ill order  to maintai n adequate iiluminarion of sUD"ollnding areas. It is the Tenant '. responsibility  to instal l timi ng devises Or make other an-ungcmenrs ro ensure compliance with this  proviston. Tenant shall be rcsponsible for any damage or injuries sustained by other  tenants or occupants of the Premises or by Land lord for Tenant's noncompliance with  this ntle.  11 , The to il et rooms. toi lets. urinals, wash bowls and other apparatus shall not  be used for any purpose other than that lor wh ich they were constntcted and no fore ign  substance of any kind whatsoever shall be thrown therein , The expense of any breakage,  stoppage or damage resulting from violation of th_is rule shall be horne by the Tenant  who. or whose employee or Invitec. shall have caused it.  12. Tenant shall not create a nuisance. whic h may interfere with the qu iet  t:I1Joyment of other tenants OJ' occ upan ts of the Premises Tenant !:ihal l not use the  Premises for any business or activity other than tilat specifically provided Tenant's Lease.  13. Except as pennitted in the I"ease. Tenant sha ll nOt install any radio or  television antenna, loudspeaker or otber devices on the roof Or exterior walh of the  Premises. Tenant shall not interfere with radio. \ViFi or television broadcasting or  reception from or in th e Premises Or dsc\vherc.  14. Tenant sha ll nOl deface the Premises or any pan thereof except in  accordance with the provisions of the Lease pertaining to alterat ions. Landlord reserves  the right to direct electric ians as to where and how telephone and cable lines arc to be  introduced to the Premises. Tcnant ,hall not cut or bore holes for wires. Tenant shall not  affix any floor covering to the floor of the Prem ises or any wall or ce iling coverings in  any manner except as appro\"ed by L"-ndlord. Tenant shall repair any damage resu lting  from noncompli"nce with this tulc.  15. Tenant , hall not install . maintain or operate upon the Prem ises any  vending machine. A TM machine. \"ideo game or other coin-operated or coin-activated  device without the wrillen consent of Landlord,  16. Landlord reserves the righ t to exclude or expel from the Premise, any  person who. in Land lord 's judgment. is intoxicated or under the influence of any liquor or  drug or v.,:110 is in violation or any of the Ru les and Regu lations of the Premises.  





 






3701 Lease Exhibits  17. Tenant shall not dispose of garbage. refuse or other trash generated from  its Premises except in trash facilities provided or approved by LandJ ord. Tenant shall not  place in any garbage receptacle any material that is recyclable or cannOt bc disposcd of in  lhe ordinary and customary manner of garbage disposal. All wood pallets received are  the respons ibility of the Tenant to dispose of offsite and shall not be s tored on sire  withom prior consent of Landlord. Recyc.ling, including the proper disposal of used  cooking oil, is mandatory. All recycl ing, garbage, and pallcts shall be dcpositcd in  accordance with [he direct ions issued by Landlord, which may change fro m time to lime  at the discretion of Landlord . Landlord reserves tile right to assess fines for any trash,  rec ycling or pallets not disposed of per Landlord's direction .  18. Tenant shall comply with all safety, ftre protection and evacuation  procedures and regulatio ns established by Land lord or any gO\'emment agency.  19. Tenan t assumes any and all responsibility for protecting its Premises from  tbeft, robbery and pilferage, which includes keep ing doors locked and other means of  entry ro the Premises closed.  20. Landlord may waive anyone or more of these Rules and Regulations for  rhe benefit of Tenant or any other tenant. but no such waiver by Landlord shalt be  consnu-cd as a waiver of SllCh Rules and Regulations in favor of Tenant or any other  tenant. nor prevent Landlord from enforcing any such Rul es and RCbTUiatiol1s against any  or all of the tenants of the Premises.  21. These Hules and Regulations are in add iLi on to, and shall not be constl1led  to in any way modify or amend. in whole or in part, the terms, covenant", agreements and  condition s ofthc Lease.  22. If Tenant uses locking. devices other than those provided by Landlord,  Tenanr agrees to provide l andlord. at the lime ur the installation of sllch devices. with  keys or the loc ki ng combinat ion to the Premises [or use by Landlord or its agent.  FUlthcrmorc, at Landlord!,s request. Tenant is required to provide Landlord with a copy  of its Premise's key.  23 . Landlord reserves the right to make such other and reasonable Rules and  Rt:gulations as, in its judgment. may from time to ti me be needed for safety and security.  for care and c lean liness of the Premises and for the preservation of good order therein.  Tenant agrees to abide by all such Rules and Rq,'Ulations hereinabove stated and any  additional rules and regulations [hat are adopted. Landlord re.serve the right. By 30 days  written nOtice to Tenant, LO rescind, al ter or waive any rule(s) or regulation(s) at any time.  24 . Tenant shall be responsi bl e for the observation of all Ol'the foregoing rules  by Tellam's employees, agents, clients , customers. incites and guests. Smoking is  restr icted in and around the Premises includi ng public areas oefinco as lobb ies.  restrOOIllS, stairwells. and garage. Absolutely no smoking is permitted within 25 feet of  any of the exteri or entry (0 include all other work areas and Tenant understands that state  





 






3701 Lease Exhibits  law governs smoking in the common areas of [he Premises and agrees to abide by such  law.  25. Landlord may di rect the use of all pest extermination and scavenger  contractors at such intervals as Landlord ma y require. Should it be determined that  Tenanr 1s operation practices arc creating or expanding the invasioD or pests, Tenant wi ll  be responsibl e ror all costs to including pest extcrnlination of the building.  26, It is understood and agreed that whenever the work "Tenant" occurs tn  these Rules and Regulation ~. it shall mean Tenant's associates, agents. clerks. employees  and \'isitors. Wherever the word "Landlord" occurs in these Rules and Regulations. it is  understood and agreed that it sl1a ll mean Landlord 's assigns, agents, clerks, employees  and visitors.  TE" ANrs~:  Landlord: /r!v'- 





 






3701 Lease Exhibits  EXHIBIT F  SECURITY DEPOSIT  The Security Deposit shall be $53 ,061.20 (Fifty Three Thousand Sixty One Dollars and  Twenty Cents).  





 






SUNSET TRIANGLE INVESTORS, LL e  Jan uary 24, 2014  Re : 3701 Sunset Bou levard (the "Premises")  La Conq. LLC  Atte11l ion: Dusti n Lancaster and Tyler Be ll  In considerati on ofLaConq. LLC entering into a lease for the subject Premi ses and the  two of you executing YOllr personal guarantee of same. the undersigned agrees [hat during  the duration of La Conq's tenancy of rhe Premises it shall ha\"c have' two rcsclyC'd  parking spaces in the parking lot to the rear or the Premises rc!';cf\'ed for its l:111ployces  with 24 hULlr access to these parking sptu.:es.  SUNSET TR IAl'\GLE lJ\'VESTORS, L LC, a Ca liforn ia  limited liability company  B~~  Jake Mathews. ItS j anager  Acknowledged and Agreed  La Conq. LLC  BY : ~~Hf.~ ____ _  d individually. joint ly and severally  





 






AMENDMENT TO LEASE  This Amendment to Lease (Lhe "Amendment") is made and entered into this 4 day  of September, 2020, by and between SRT LA Retail, LLC, a Delaware limited liability company  ("Landlord") and La Conq. LLC, a California limited liability company ("Tenant").  B..ECIIe.J.£  A. Landlord and Tenant are parties to that certain lease agreement dated February 5,  20 \4 (the "Lease"), wherein Landlord has leased to Tenant and Tenant has leased from Landlord  approximately 2,434 square feet of space located at 3701 Sunset Boulevard, Los Angeles,  California (the "Premises"). Landlord currently holds S53,091.20 provided by Tenant as a  security deposit (the "Security Deposit"). Capitalized terms that are not defined in this  Amendment are defined in the Lease.  S. Landlord and Tenant desire to amend the Lease to extend the Lease Term and to  document the parties' agreement to modify and amend the terms and conditions of the Lease, all  in accordance with the following.  NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants  contained herein, and for other good and valuable consideration, the receipt and sufficiency of  which are hereby acknowledged, Landlord and Tenant hereby agree as follows:  AGREEMENT  I. Extension of the Term . Landlord and Tenant hereby agree to extend the Lease Term for  two (2) years to September 5, 2026 (the "First Extension Term"). For the avoidance of  doubt, pursuant to this Amendment, the First Extension Term shall extend the Lease by a  total of twenty-four (24) months, changing the Lease Term from one hundred twenty-seven  (127) months to one hundred fifty-one months (151). The existing term of the Lease shall  govern the First Extension Term, including, without limitation, the payment of any  Additional Rent due under the Lease; provided however, that the Base Rent for the first year  of the First Extension Term shall be 103% of the Base Rent due for the last year of the  original Lease Term, and the Base Rent for the second year of the First Extension Term  09JU1I20 I  





 






shall be 103% of that in effect for the first year of the First Extension Tenn. Tenant shall  retain its extension options set forth in the Lease.  2. Monthly Minimum Rem Abatement. Landlord hereby agrees to abate sixty percent (60%)  of the Monthly Minimum Rent payable by Tenant for the Premises for the months of July,  August and September 2020. Landlord shall also fully abate the payment of the Rent and  Taxes for the month of April 2020 in the total amount of $19,044.46, and Landlord shall  abate fifty percent (50'10) of the Monthly Minimum Rent for June 2020 ($7,919.73).  Landlord and Tenant agree and acknowledge that all amounts due for May 2020 have been  paid.  3. Reduced Rent Period. Beginning in October, 2020 and ending on the earlier of February 28,  2021 or the Open Business Date (as defined below) (the "Reduced Rent Period"), Tenant  shall pay Landlord forty percent (40%) of the Monthly Minimum Rent, and Landlord shall  apply a portion of the Security Deposit to pay the remaining balance of the Monthly  Minimum Rent due during each month of the Reduced Rent Period. Tenant shall continue to  pay all Additional Rent due for the Premises during the Reduced Rent Period.  The "Open Business Date" shall be the first day of the first calendar month  following the calendar month in which Tenant's restaurant/food service operations in the  Premises may reopen to the public for "on premises" indoor restaurant/food services either  without limitation or subject only to Limited Business Health Restrictions. " Limited  Business Health Restrictions" means ongoing social-distancing and other health-protection  limitations or restrictions on businesses open to the public that pennit indoor, "on premises"  operations, such as food service and restaurant operations, and are intended to protect the  health of Tenant' s customers and stafT, that do not materially negatively impact Tenant's  operations, including, without limitation, the foll owing: (i) social distancing requirements or  protocols applicable to customers and/or stafT, such as reductions in the number of pennitted  tables or counter-spaces, and/or minimum distance requirements between tables and  customers, provided that such limitations do not reduce capacity by more than ten percent  ( 10%) from February, 2020 levels, (ii) mandatory stafTand/or customer " fever elimination"  temperature readings as a condition to work or service, (iii) requirements that stafTwear face  masks, gloves or other similar protective equipment, or take other, similar health protection  ~~~o 2  





 






measures as part of ongoing business operations open to the public, (iv) requirements for  increased after hours or business hours sanitation and cleaning of the premises and contact  surfaces, and/or (v) provisions requiring Tenant to provide customers and/or staffwilh hand  sanitizer, disinfectant wipes, hand-washing facilities, or olher similar heallh protection  measures. The determination of the Open Business Date shall be made by Landlord in good  failh and such good failh determination by Landlord shall be deemed final and binding on  the parties, absent manifest error.  4. AmQunt Owed Upon Execution. Tenant shall pay Landlord concurrently with the execution  Qfthis Amendment a total of 53 I ,450.29, which amount consists of: (i) fifty percent (50%)  of the Monlhly Minimum Rent for June (57,919.73); (ii) all Taxes due in June of2020  ($3,205); (iii) 40% of the July Monthly Minimum Rent ($6,335.78); (iv) July 2020 Taxes  due ($3 ,205); (v) 40% of the August Minimum Monthly Rent ($6,335.78); and (vi) all  Additional Rents due fQr August ($4,449.00). This amount is in addition to any amounts  due per the Lease as amended herein for September, 2020.  5. Beginning September 6, 2020, (reporting period of September 1, 2020 to  August 30, 2021), in addition to lhe Minimum Monlhly Rent and Additional Rent due under  the Lease, Tenant shall pay Landlord Percentage Rent as set forth below. "Percentage Rent"  shall be an amount equal to, for each Lease Year, eight percent (8%) of Gross Sales (as  defined below) in excess of such Lease Year' s natural breakpoint" made in , upon or from  the Premises during such Lease Year. Percentage Rent shall be computed each calendar  monlh, on or before the tenth (10th) day of the following calendar month , Tenant shall pay  to Landlord the Percentage Rent for such month. For the avoidance of doubt, the monthly  Percentage Rent shall be equal to eight percent (8%) of monthly Gross Sales in excess of  one/twelfth (1 /12) of such Lease Year's natural breakpoint. The natural breakpoint shall  increase annually by three percent (3%), in conjunction with lhe Annual Monthly Rent  Increases as described in Section I(H) of the Lease.  At the close of each Lease Year and within thirty (30) days thereafter, Tenant  shall submit to Landlord a written statement, showing in reasonably accurate detail, the  amount of Gross Sales of Ten ant during the preceding Lease Year. Thereupon, an  adjustment shall be made with respect to said Base Rent and Percentage Rent as follows: If  ~~~o 3  





 






Tenant paid to Landlord an amount of Percentage Rent greater than Tenant is in fact  required to pay for the Lease Year under the terms hereof, the excess shall be applied  against amounts due from Tenant pursuant to the Lease, except that ifany unused excess  exists at the expiration or termination of this Lease, such sum shall be paid to Tenant within  thirty (30) days after Tenant returns the Premises in the condition required under this Lease.  If Tenant paid to Landlord an amount of Percentage Rent less than Tenant is required to  pay, Tenant shall immediately pay the difference to Landlord. The first S 16,000 collected  by Landlord as Percentage Rent under this provision shall be applied to replenish the  Tenant's Security Deposit, and thereafter shall be paid to Landlord.  "Gross Sales" means the actual sales or rental price of all services, goods, wares,  and merchandise sold, leased, licensed, or delivered, and the actual charges for all services  perfonned by Tenant or by any Subtenant, licensee, or concessionaire in, at, from, or arising  out of the use of the Premises, wholesale and retail , whether cash, credit, exchange, or  otherwise, without reserve or deduction for inability or failure to collect. Gross Sales shall  include without limitation, sales, rentals, and services: (i) when the order for them originates  in , at, from, or arising out of the use of the Premises, whether delivery or perfonnance is  made from the Premises or from some other place; (ii) made or performed by mail,  telephone, telegraph. electronic mail , text, video, mobile application, internet, or any future  technological means; (iii) made or performed by mechanical or other vending devices in the  Premises; or (iv) that Tenant or any Subtenant, licensee, concessionaire, or other person in  the nonnal and customary course of its business would credit or attribute to its operations in  any part of the Premises. Any deposit that is not refunded shall be included in Gross Sales.  Each installment sale or credit sale shall be treated as a sale for the full price in the month  during which the sale is made, regardless of whether or when Tenant receives payment for  it. Gross Sales shall not be reduced by any franchise, occupancy. capital stock, income, or  similar tax based on income or profits. The definition of "Gross Sales" shall exclude: (i) tips  or gratuities; (ii) city, county, State, or federal sales, use, gross receipts, or excise taxes on  sales or services rendered from the Premises where such taxes are added to the price, or are  stated separately in the bill , and are paid by Tenant directly to the applicable governmental  agency; (iii) sums collected and paid out by Tenant for any sales or retail excise tax imposed  4  





 






by any duly constituted governmental authority; (iv) any exchange of goods or merchandise  between the stores of Tenant where such exchange of goods or merchandise is made solely  for the convenient operation of the business of Tenant and not for the purpose of  consummating a sale which has theretofore been made in, on, or from the Premises, or for  the purpose of depriving Landlord of the benefit of a sale which otherwise would be made  in, on, or from the Premises; (v) the amount ofretums to shippers, suppliers, or  manufacturers; (vi) gift certificates or vouchers until the time that the foregoing have been  redeemed; (vii) insurance proceeds or credits received for the settlement of damage,  accident, loss, or destruction to Tenant's Personal Property, trade fixtures, produce,  restaurant supplies, and/or products; (viii) any promotional sales, complimentary meals,  beverages, and merchandise to third-parties; (ix) the amount of any cash or credit refund  made upon any sale; (x) sales of machinery, equipment, Personal Property, and/or trade  fixtures; (xi) me amOUnL of any cash or credit refund made upon any sale in or from the  Premises previously included in Gross Sales hereunder, not to exceed the sum so previously  included, where the meal or merchandise sold is thereafter returned by the purchaser and  accepted by Tenant; (xii) all sums received by Tenant for lost or damaged products,  produce, or merchandise; and (xiii) fees and/or charges paid directly to credit card issuers  and/or third party delivery services. If, for the purpose of making sales or rentals of goods  or provision of services, Tenant subleases, licenses, or in any manner allows use of space in  the Premises (to the extent permitted hereunder) to another ("Subtenant"), Tenant is  responsible for ensuring that Subtenant's books and records conform to me requirements in  this Lease. Tenant shall include in its monthly report of Gross Sales, but separately noted,  the Gross Sates of Subtenant. In addition, Tenant shall report as additional Gross Sales all  rentals, commissions, revenue, income, or other compensation received by Tenant from  Subtenant as payment for use of the Premises, or part of me Premises. The failure of any  Subtenant to maintain its books and records of account as required in this subsection, or to  report correctly Gross Sales, shall be deemed a failure on the part of Ten ant to conform to  the requirements of this Lease. Tenant agrees to furnish or cause to be furnished to  Landlord simultaneously with the payment of Percentage Rent (if any) a statement of Gross  Sales of the Tenant, certified as true and correct by Tenant, within ten (10) days after the  close of each calendar month , and an annual statement of Gross Sales within thirty (30) days  09~]f2{) 5  





 






after the close of each Lease Year or within thirty (30) days after the expiration or  termination of the Lease Term. Tenant shall keep and maintain the following books and  records: true copies of all federal , state, and local tax returns and sales tax reports; records of  daily bank deposits of the entire receipts from transactions at or from the Premises; sales  slips, including those for mail or telephone orders; settlement report sheets of transactions  with concessionaires and licensees; records showing that merchandise returned by  customers was purchased by such customers; receipts or other records of merchandise taken  out on approval ; daily dated cash register tapes; point of sale (POS) register reports; sales  books; purchase invoices; inventory records; pricing schedules or other materials showing  mark-up; duplicate validated bank deposit slips; bank statements; sales journals; general  ledgers; financial statements; support documents regarding any exclusion or deduction from  Gross Sales; and any and all other records which may be examined or required to be kept by  an independent accountant in performing an audit of Tenant' s Gross Sales or which may be  requested by Landlord. The preceding shall collectively be referred to as the "Records."  Tenant shall preserve the Records at the Premises for at least three (3) years after expiration  of each Lease Year or Partial Lease Year.  6. Rieht to Audit Tenant's Records. Landlord shall have the right from time to time, during  normal business hours and upon reasonable notice to Tenant, by its accountants or  representatives to audit all statements of Gross Sales of Tenant and/or its subtenant,  licensee, or concessionaire, and in connection with such audits to examine the Records,  including, without limitation, all supporting data and all tax records, and Tenant shall make  or cause to be made the Records readily available for such examination. Landlord or its  representatives shall have the right to copy the Records of Tenant supporting their  examination of Gross Sales. If any such audit discloses that the actual Gross Sales exceed  those reported by more than five percent (%5), Tenant shall forthwith pay: (i) the cost of  such audit and (i i) Percentage Rent due, ifany, along with interest charges at ten percent  ( 10%) or the maximum rate allowed by law if such rate is lower than the set percentage. In  the event the audit discloses that Tenant overreports its Gross Sales and is due a refund,  Tenant will be granted a credit toward future rents after deducting the cost of the audit. If  Tenant subleases, licenses, or in any manner allows the Premises to be used by another party  09~1I20 6  





 






(the "Subtenant"), Tenant is responsible for ensuring that the Subtenant's Records confonn  to the requirements of this Lease.  7. Acknowledaement of Cured Default. Tenant acknowledges that defaults to date that have  been addressed by this Amendment shall constitute one (I) cured default for purposes of  Section 42(a) of the Lease.  8. NQ Broker. Landlord and Tenant hereby warrant to each other that they have had no  dealings with any real estate broker or agent in connection with the negotiation of this  Amendment. and that they know of no real estate broker or agent who is entitled to a  commission in connection with this Amendment. Each party agrees to indemnify and  defend the other party against and hold the other party harmless from any and all claims,  demands, losses, liabilities, lawsuits, judgments. and costs and expenses (including, without  limitation, reasonable attorney's fees) with respect to any leasing commission alleged to be  owing on account of any dealings with any broker or agent, occurring by, through or under  the indemnifying party.  9. Confidentiality. The parties agree that Landlord, Tenant and their respective agents or any  other parties acting for or on behalf of Landlord or Tenant shall keep completely  confidential the tenns and conditions of this Amendment (collectively the "Confidential  Infonnation") and agree not to disclose any matters set forth in this Amendment or  disseminate or distribute any infonnation concerning the tenns. details or conditions hereof  to any person, finn or enticy without obtaining the express written consent of the other party  (to be given or withheld by the party in its sole discretion), provided, however, that  Landlord may make any disclosures that it concludes, in its sole and absolute discretion,  should be made under U.S. securities laws as a subsidiary ofa public company.  10. No Further Modification. All other tenns and conditions of the Lease shall remain in full  force and effect.  II. Conflict. This Second Amendment modifies and amends the Lease. To the extent there are  any inconsistencies between this Second Amendment and the Lease, the tenns and  provisions of this Second Amendment shall control.  (Signature Page to Follow]  09A:lll20 7  





 






IN WITNESS WHEREOF. Landlord and Tenant have executed this Second Amendment  to Lease as of the date first above written.  LANDLORD:  SRT SF Retail I, LLC  a Delaware limited liability company  By:  Name: Andrew Batinovich  President  Its :  TENANT:  La Conq, LLC  A California Limited liability company  :twtlit LMtafW  By:  Name: Dustin Lancaster  Its: Manager  By:  Name: Tyler Bell  Its: manager  0."""" 8  





 






GUARANTOR AGREEMENT:  For value received, and in consideration of Landlord's entering into the foregoing Amendment,  each of the undersigned ("Guarantor"), having fully read and understood said Amendment,  hereby consents to the terms and conditions of such Amendment and acknowledges and agrees  that Landlord's and Tenant's execution of such Amendment shall not limit, waive or otherwise  impair the obligations of the undersigned pursuant to that certain Guaranty of Lease given by the  undersigned in favor of Landlord (the "Guaranty") dated February 5, 2014. The undersigned  specifically reaffirms the terms and conditions of the Guaranty and agrees that it shall remain in  fuJI force and effect with respect to the Original Lease, as amended by this Amendment.  GUARANTOR:  :t¥tJtlit Ulltcarter  By;  Name: Dustin Lancaster  By: ~  Name; Tyler Bell  09103/20 9  





 






APPLICATION OF SECURITY DEPOSIT  (Tenants in Possession)  Project 10: psilver  ~-------------------------- LeaselD: t0000626  Tenant Name: La Cong (EI Condor)  Apply $47.762.78 of the Security Deposit to the following charges:  CTI  Charge Code Description  60% of BRE per COVID Amendment  60% of BRE per COVID Amendment  60% of BRE per COVID Amendment  60% of BRE per COVID Amendment  60% of BRE per COVID Amendment  Charge Date  1011/2020  1111/2020  12/1/2020  11112021  211/2021  Amount  Explanation (provide reason and appropriate backup) : Z $47,762.78 >- Per Amendment to Lease dated 9/4/2020 security deposits to be applied to 60% Base Rent  October 2020 - Feb 2021  Date: ___ .....:9:.:../8::::.:./.=:.20.:;..:2::.::0~  Approved:  Signed: Karen Uribe  Property Manager  Regional Counsel