Unlawful Detainer Complaint

Zack L.
Winzeler, USB 12280 If you do not respond to this

John L. Cooper, USB 16025 document within applicable time
PARSONS BEHLE & LATIMER limits, judgment could be entered
201 South Main Street, Suite 1800 against you as requested. A Bilingual
Salt Lake City, Utah 84111 Notice is attached.
Telephone: 801.532.1234
Facsimile: 801.536.6111
ZWinzeler@parsonsbehle.com
JCooper@parsonsbehle.com
Attorneys for Plaintiff
IN THE THIRD JUDICIAL DISTRICT COURT
FOR THE COUNTY OF SALT LAKE, STATE OF UTAH
NEW YORK BUILDING, LLC, a Utah COMPLAINT FOR UNLAWFUL

limited liability company, DETAINER AND DAMAGES
Plaintiff,
Judge ____________________
vs.
Civil No. _________________
BUTTON UP BAR LLC, a Utah limited
liability company, GLENN ROSS Tier 2
EASTHOPE, an individual,
Defendants.
Plaintiff New York Building, LLC, a Utah limited liability company (“Plaintiff” or
“Landlord”), through its counsel, for claims for relief against defendants Button Up Bar LLC
(“Button Up” or “Tenant”) and Glen Ross Easthope a.k.a. Ross G. Easthope (“Easthope” or
“Guarantor”) (collectively, “Defendants”), alleges as follows:
4875-4600-3563.v3
PARTIES
1. Plaintiff is a Utah limited liability company doing business in Salt Lake County,
Utah. Plaintiff owns a commercial real estate building located at approximately 48 West Market
Street, Salt Lake City, Utah (the “Building”). The basement level of the Building consisting of
approximately 7,648 square feet is referred to herein as the “Premises.”
2. On information and belief, Button Up is a Utah limited liability company doing
business in Salt Lake County.
3. On information and belief, Easthope is a resident of Salt Lake County and is a
member and manager of Button Up.
JURISDICTION, VENUE AND DISCOVERY TIER
4. This Court has jurisdiction over the subject matter of this action pursuant to the
provisions of Utah Code Ann. § 78A-5-102(1).
5. Venue of this action is proper in this Court pursuant to Utah Code Ann. § 78B-3-
301 and § 78B-3-304.
6. In addition to claims for monetary relief, this case involves claims for non-
monetary relief, and it therefore falls within Tier 2 of Rule 26(c)(3) of the Utah Rules of Civil
Procedure.
GENERAL ALLEGATIONS
The Lease Agreement
7. On or about June 22, 2020, Landlord and Tenant entered into a Lease Agreement
pursuant to which Landlord leased the Premises to Tenant (the “Lease”). A copy of the Lease
Agreement is attached hereto as Exhibit A.
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8. The Lease has a five-year term, with monthly base rent starting at $9,000, and
increasing by three percent on an annual basis during the five-year term.
9. The permitted uses under the Lease are for the operation of a restaurant and
nightclub.
10. If Tenant fails to pay any Rent1 when due, Landlord is entitled to 1.5% interest on
the unpaid Rent, and a service charge equal to 10% of the overdue amount. (Lease, § 2.2.)
11. Tenant also agreed to pay Additional Rent and Tenant’s share of Common Area
Maintenance Expenses under the Lease in equal monthly installments to Landlord. (Lease,
§ 3.1.) Tenant further agreed to pay for all utilities and services Tenant requires with respect to
the Premises. (Id. at § 3.3.) The Lease further provides that, in the event the utility servicing for
the Premises is not separately metered, “Tenant will pay to Landlord the reasonable estimate of
the costs of such utility service concurrently with the payment of Base Rent.” (Id. at § 3.4.)
12. The Leases’ Permitted Use section provides as follows:
Tenant, at its own expense, shall comply with and promptly carry
out all order, requirement or conditions imposed by any Laws.
Tenant will not use the Property or knowingly permit the Premises
to be used in violation of any Laws, or in any manner that would
(a) violate any certificate of occupancy affecting the Property; (b)
make void or voidable any insurance now or after the Effective
Date in force with respect to the Property; (c) cause injury or
damage to the Property or to the person or property of any other
tenant on the Property; (d) cause substantial diminution in the
value or usefulness of all or any part of the Property (reasonable
wear and tear excepted); (e) constitute a public or private nuisance
or waste; or (f) be a source of annoyance or embarrassment to
Landlord or other tenants in the Building. Tenant will obtain and
maintain, at Tenant’s sole cost and expense, all licenses, permits
1 Capitalized terms shall have the same meaning ascribed to them in the Lease.
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and approvals required under the Laws for Tenant’s use of the
Premises.
(Lease, § 4.1.)
13. Tenant also agreed in the Lease that it would “comply with all building, safety
and fire codes,” and that it would “conduct its business in all respects in a dignified manner in
accordance with high standards of restaurant operation in the Salt Lake City market.” (Lease,
§ 4.4.)
14. The Lease provides that “Tenant shall, at its sole cost and expense, comply with
all Laws relating to the conduct of Tenant’s business and use of the Premises.” (Lease, § 4.6.)
15. Tenant agreed in the Lease to “keep the Premises in a neat and sanitary condition
and . . . not commit any nuisance or waste in, on or about the Premises or the Property.” (Lease,
§ 7.2.2.)
16. The Lease provides that Tenant shall indemnify, protect, defend, and hold
harmless the Landlord Parties from and against “all Claims made by third parties (a) arising from
any breach or default by Tenant in the performance of any of Tenant’s covenants or agreements
in this Lease, (b) arising from any act, omission, negligence or misconduct of Tenant.” (Lease,
§ 10.3.)
17. Section 14.1 of the Lease defines “Events of Default,” which include, but are not
limited to, failure to pay Base Rent or any Additional Rent when due, (Lease, § 14.1.1), failure to
perform under the Lease, (id., § 14.1.2), or improper use of the Premises, (id., § 14.1.8).
18. Section 14.2 of the Lease provides for certain remedies upon occurrence of an
Event of Default, including terminating Tenant’s possession of the Premises, reentering the
Premises, and reletting the Premises. (Lease, § 14.2.1.) In such event, the Lease continues in full
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force and effect and Tenant remains obligated to pay all Rent as and when due under the Lease.
(Id.).
19. Under Section 14.3 of the Lease, Landlord is entitled to recover from Tenant its
costs incurred in connection with or resulting from a breach of the Lease, including all
reasonable legal fees, costs, and expenses. (Lease, § 14.3.) The Lease further provides that the
prevailing party in any litigation or judicial action is entitled to recover all of its costs and
expenses (including, but not limited to, reasonable attorneys’ fees, costs and expenditures) from
the non-prevailing party. (Id., § 18.10.)
20. Section 14.7 of the Lease concerning waiver provides as follows:
[N]o failure by Landlord or Tenant to insist upon the other party’s

performance of any of the terms of this Lease or to exercise any right or
remedy upon a breach thereof, constitutes a waiver of any such breach or
of any breach or default by the other party in its performance of its
obligations under this Lease. No acceptance by Landlord of full or
partial Rent from Tenant or any third party during the continuance of any
breach or default by the other party in its performance of its obligations
under this Lease constitutes Landlord’s waiver of any such breach or
default.
(Lease, § 14.7.)
The Forbearance Agreement
21. On or about June 24, 2022, Landlord and Tenant executed and entered into the
Lease Amendment and Forbearance Agreement (the “Forbearance Agreement”). A copy of the
Forbearance Agreement is attached hereto as Exhibit B.
22. Tenant acknowledged in the Forbearance Agreement that “[m]ultiple defaults
have occurred and are continuing under the Lease including, without limitation, Tenant’s failure
to make required payments under the Lease.” (Forbearance Agreement, Recital A.)
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23. The Forbearance Agreement amended the Lease, but it did not discharge or
release Tenant from obligations under the Lease. (Forbearance Agreement, § 1.)
24. Tenant acknowledged in the Forbearance Agreement that, as of the Effective Date
of the Forbearance Agreement, “Tenant has no defense, charge, lien, claim or offset under the
Lease or otherwise against the rents, obligations or stipulations due or to become due or required
under the Lease.” (Forbearance Agreement, § 1.)
25. Tenant also acknowledged and agreed in the Forbearance Agreement that Tenant
owed $83,462.00 as of June 1, 2022 in back rent (“Past Due Rent”) and unpaid utility charges
totaling $15,600 as of June 1, 2022 (“Past Due Utility Charges”). (Forbearance Agreement, §
2.) Tenant agreed that within thirty (30) days of the Effective Date, Tenant would pay to the
Landlord the amount of $35,078.50 to reduce the balance of the Past Due Rent. (Id.)
26. Tenant further agreed in the Forbearance Agreement to begin paying as of July 1,
2022 a monthly utility charge in the amount of $650.00 for water, power, sewer and other utility
services (“Utility Charge”). (Forbearance Agreement, § 4.) Tenant also agreed that Landlord
had the right to increase the Utility Charge if certain conditions were met. (Id.)
27. Landlord agreed to forbear in exercising remedies under the Lease, but also
reserved the right to exercise such remedies in the event Tenant failed to comply with the
Forbearance Agreement. (Forbearance Agreement, § 5.)
28. Tenant agreed in the Forbearance Agreement to “cause its customers and patrons
to not congregate, loiter or consume alcoholic beverages in the valet parking area or any other
portion of Landlord’s property.” (Forbearance Agreement, § 6.)
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29. The parties agreed in the Forbearance Agreement that, by entering into the
Forbearance Agreement, Landlord was “not in any way agreeing to waive any default by Tenant
. . . .” (Forbearance Agreement, § 7.)
30. Tenant agreed in the Forbearance Agreement to a broad indemnification provision
in favor of Landlord. (Forbearance Agreement, § 9.)
31. In order to induce Landlord into entering into the Forbearance Agreement, Tenant
agreed, among other things, that the Past Due Rent and the Past Due Utility Charges were due
and owing by Tenant to Landlord “without defense, offset or deduction.” (Forbearance
Agreement, § 10(a).)
32. As part of the Forbearance Agreement, Tenant agreed to a broad waiver of claims
in favor of Landlord. (Forbearance Agreement, § 11.)
33. Easthope agreed to execute a Guaranty in connection with the Forbearance
Agreement. (Forbearance Agreement, § 12.) In the event Tenant timely paid the Past Due Rent
and the Past Due Utility Charges, Landlord agreed to release Easthope from his obligations
under the Guaranty on December 31, 2022. (Id.)
34. To this day, Tenant has failed and refused to timely pay its Past Due Rent and
Past Due Utility Charges, and the Guaranty that Easthope signed in connection with the
Forbearance Agreement remains in full force and effect.
35. The Forbearance Agreement contains an attorney’s fee provision, entitling the
prevailing party in any litigation to enforce the terms of the Forbearance Agreement to recover
attorney’s fees. (Forbearance Agreement, § 13(h).)
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Easthope’s Guaranty of Lease
36. In the Guaranty, Easthope “unconditionally, absolutely, and irrevocably” agreed
to guarantee Tenant’s obligations under the Lease. (Guaranty, § 1.)
37. Easthope agreed that, in the event Tenant failed to make a payment under the
Lease, Easthope, as Guarantor, would “immediately cause such payment to be made.” (Guaranty,
§ 3.)
38. Easthope agreed to waive “any right to assert against Landlord any defense.”
(Guaranty, § 6.) Easthope also agreed to pay attorney’s fees and costs and expenses in
connection with any action to enforce the Guaranty. (Id., § 16.)
Tenant’s Breaches of the Lease and Forbearance Agreement
39. Tenant has failed to comply with its payment obligations under the Lease and the
Forbearance Agreement. Tenant has failed to pay Past Due Rent and Past Due Utility Charges
under the Forbearance Agreement. In addition, Tenant has failed to pay all amounts due and
owing for Base Rent ($9,270 in 2022, increasing to $9,548 in 2023) and Utility Charges under
the Lease ($650 per month through February 2023, increasing to $1,023.87 in March 2023).
40. Tenant presently owes $60,860.00 in past due rent and $23,871.61 in past due
utility charges. Thus, while Tenant has made some progress in paying back the Past Due Rent
and Past Due Utility Charges the parties agreed were owing as of the Forbearance Agreement,
Tenant is still in arrears on its payment obligations to Landlord in the combined amount of
$84,731.61.
41. Tenant is also in default under the Lease and the Forbearance Agreement because
Tenant has failed to operate the Premises in compliance with the Lease. Under Section 6 of the
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Forbearance Agreement, Tenant has failed to “cause its customers and patrons to not congregate,
loiter or consume alcoholic beverages in the valet parking area or any other portion of
Landlord’s property.”
42. Further, under Section 4.1 of the Lease, Tenant has used the Property or
knowingly permitted the Premises to be used in violation of applicable laws, and/or in a manner
that would “(c) cause injury or damage to the Property or to the person or property of any other
tenant on the Property; (d) cause substantial diminution in the value or usefulness of all or any
part of the Property (reasonable wear and tear excepted); (e) constitute a public or private
nuisance or waste; or (f) be a source of annoyance or embarrassment to Landlord or other tenants
in the Building.”
43. There have been multiple shootings at or in the immediate vicinity of the
Premises and/or on Landlord’s property, one occurring on April 1, 2023, and two others on June
4, 2023. The June 4 shootings resulted in the death of one of Tenant’s patrons. The Salt Lake
City Police Department has initiated investigations into these shootings and indicated to
Landlord that it believed the shootings are gang related, and the June shootings were retaliation
for the April shooting. Landlord has received multiple complaints about Tenant’s business from
other tenants and employees in the building and adjacent property owners. The foregoing
activities constitute a nuisance under the Lease and under Utah law.
Landlord Serves a Notice to Quit on Tenant
44. On June 23, 2023, Landlord served a Three-Day Notice to Quit on Tenant by
posting the Notice on the gate leading to the Premises. The Notice required Tenant to (i) pay the
amounts due and owing under the Lease and Forbearance Agreement, or quit the Premises,
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and/or (ii) quit the Premises based on Tenant’s breaches of the Lease and Forbearance
Agreement, and the nuisances it was creating and permitting under the Lease and Utah law. A
copy of the June 23, 2023 Three-Day Notice to Quit is attached hereto as Exhibit C.
45. Tenant failed to quit the Premises by the required three-day deadline, June 28,
2023.
46. At the time Landlord served Tenant with the Three-Day Notice to Quit on June
23, 2023, Tenant owed $51,590.00 in unpaid rent and $22,847.74 in unpaid utility charges (for a
total amount due and owing of $74,437.74). Since that time, Tenant has also failed to pay rent
and utility charges due and owing for the month of July 2023. Consequently, the amount due and
owing by Tenant for past due rent has increased to $60,860.00, and the amount due and owing
for past due utility charges has increased to $23,871.61 (for a combined amount of $84,731.61).
47. Despite demand, Tenant has failed and refused to pay the amounts due and owing
under the Lease and the Forbearance Agreement. Easthope has also failed and refused to comply
with his obligations under the Guaranty.
FIRST CLAIM FOR RELIEF

(Unlawful Detainer – Tenant)
48. Plaintiff incorporates by reference the foregoing paragraphs.
49. Tenant failed to timely make payments due and owing under the Lease and the
Forbearance Agreement. Tenant also materially breached the Lease and the Forbearance
Agreement vis-à-vis proper and permissible use of the Premises and the failure to abate nuisance
on the Premises under the Lease and under Utah law.
50. Landlord served Tenant with a Three-Day Notice on June 23, 2023.
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51. Tenant failed to vacate the Premises on or before June 28, 2023, the date on
which Tenant was required to vacate the Premises pursuant to the Three-Day Notice.
52. Pursuant to Utah Code Ann. § 78B-6-802(1), Tenant is guilty of unlawful detainer
of the Premises.
53. Landlord has been damaged by Tenant’s unlawful detainer of the Premises and
Plaintiff is entitled to recover such damages from Tenant. Additionally, Landlord is entitled to
treble damages in accordance with Utah Code Ann. § 78B-6-811 arising out of Tenant’s
unlawful detainer of the Premises.
54. Landlord is entitled to possession of the Premises and an Order of Restitution
directing the Sheriff of Salt Lake County to forcibly remove Tenant from the Premises and
deliver the Premises to Landlord.
55. As a direct and proximate cause of the foregoing, Landlord is entitled to a money
judgment against Tenant in an amount to be proven at trial, but in no event less than $84,731.61,
together with an amount equal to Tenant’s Pro Rata Share of Taxes, which amounts shall be
trebled.
SECOND CLAIM FOR RELIEF

(Breach of Lease and Forbearance Agreement – Tenant)
57. The Lease and Forbearance Agreement are valid and enforceable agreements
between the parties.
58. Landlord has complied with the terms of the Lease, including by leasing the
Premises to Tenant.
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59. Tenant has breached the Lease by failing to pay amounts due and owing under the
Lease and Forbearance Agreement, as described herein.
judgment against Tenant in an amount to be proven at trial, but in no event less than $84,731.61.
61. Landlord is also entitled to recover its attorney’s fees and costs incurred herein.
THIRD CLAIM FOR RELIEF

(Breach of Guaranty – Easthope)
63. The Guaranty is a valid and enforceable agreement between the parties.
64. Landlord has complied with the terms of the Guaranty, including by leasing the
Premises to Tenant.
65. Easthope has breached the Guaranty by failing to pay amounts due and owing
under the Lease, Forbearance Agreement and the Guaranty.
judgment against Easthope in an amount to be proven at trial, but in no event less than
$84,731.61.
67. Landlord is also entitled to recover its attorney’s fees and costs incurred herein.
REQUEST FOR RELIEF
WHEREFORE, Plaintiff requests judgment against Defendants as follows:
1. for damages against Defendants in an amount to be determined at trial, together
with interest thereon;
2. for Plaintiff’s attorney’s fees and costs incurred herein;
3. for treble damages in accordance with Utah Code Ann. § 78B-6-811;
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4. for judgment declaring that Tenant is in unlawful detainer of the Premises;
5. for an Order of Restitution restoring possession of the Premises to Plaintiff;
6. if necessary, for an Order directing the Sheriff of Salt Lake County to forcibly
remove Tenant from the Premises and deliver possession of the Premises to Plaintiff;
7. for damages for any waste committed by Tenant on the Premises;
8. for late fees and default interest;
9. for pre- and post-judgment interest permitted by contract and statute; and
10. for such other and further relief as the court deems just and proper.
DATED July 11, 2023.
PARSONS BEHLE & LATIMER

/s/ Zack L. Winzeler
Zack L. Winzeler
John L. Cooper
Attorneys for Plaintiff
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Bilingual Notice to Responding Party for In-State Summons (for compliance with URCP 4)
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7015GEJ Approved January 22, 2018 / Bilingual Notice to Responding Party for Page 1 of 2
Revised January 21, 2021 In-State Summons
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4875-4600-3563.v3
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7015GEJ Approved January 22, 2018 / Bilingual Notice to Responding Party for Page 2 of 2
Revised January 21, 2021 In-State Summons
(for compliance with URCP 4)
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Exhibit 1
LEASE AGREEMENT
NEW YORK BUILDING, LLC, as Landlord,
and
BUTTON UP BAR LLC, as Tenant
60 West Market Street,

Salt Lake City, Utah
4836-5412-9591.v2
TABLE OF CONTENTS
BASIC TERMS. . ..........................................................................................................................................................1
ARTICLE 1. LEASE OF PREMISES AND LEASE TERM ........................................................................................2

1.1. Premises. ................................................................................................................................................................2
1.2. Term, Delivery and Commencement......................................................................................................................2
1.2.1. Initial Term......................................................................................................................................................2
1.2.2. Tender of Possession. ......................................................................................................................................2
1.2.3. Early Occupancy.. ...........................................................................................................................................2
1.2.4. Renewal Term .................................................................................................................................................3
ARTICLE 2. RENT AND OTHER PAYMENTS.........................................................................................................3

2.1. Base Rent................................................................................................................................................................4
2.2. Prorations................................................................................................................................................................5
2.3. Late Payments and Dishhonored Checks. ..............................................................................................................5
2.4. Acceptance. ............................................................................................................................................................6
2.5 COVID-19 Monthly Base Rent Adjustment ..........................................................................................................6
ARTICLE 3. OTHER CHARGES PAYABLE BY TENANT......................................................................................4

3.1. Additional Rent. ................................................................................................... Error! Bookmark not defined.
3.2. Personal Property Taxes. ........................................................................................................................................4
3.3. Utilities ..................................................................................................................................................................6
3.4. Payment of Utilities................................................................................................................................................6
3.5. Release ..................................................................................................................................................................4
ARTICLE 4. USE .........................................................................................................................................................5

4.1. Permitted Use. ........................................................................................................................................................5
4.2. Acceptance of Premises..........................................................................................................................................5
4.3. Intentionally Deleted. .............................................................................................................................................7
4.4. Use of the Premsies. ...............................................................................................................................................7
4.5. Increased Insurance. ...............................................................................................................................................8
4.6. Laws/Encumbrances...............................................................................................................................................6
4.7. Parking. ............................................................................................................... Error! Bookmark not defined.
4.8. Exterior Signs. ........................................................................................................................................................8
4.9 Rules and Regulaitons. ...........................................................................................................................................8
ARTICLE 5. HAZARDOUS MATERIALS .................................................................................................................8

5.1. Compliance with Hazardous Materials Laws. ........................................................................................................8
5.2. Notice of Actions....................................................................................................................................................8
5.3. Disclosure and Warning Obligations......................................................................................................................8
5.4. Indemnification. .....................................................................................................................................................8
ARTICLE 6. COMMON AREA .................................................................................................................................10

6.1. License ................................................................................................................................................................10
6.2. Maintenance .........................................................................................................................................................10
ARTICLE 7. MAINTENANCE AND REPAIR ...........................................................................................................9

7.1. Landlord’s Obligations. ..........................................................................................................................................9
7.2. Tenant’s Obligations ..............................................................................................................................................9
7.2.1. Systems within Premises .................................................................................................................................9
7.2.2. Maintenance of Premises...............................................................................................................................10
7.2.3 Landlord Personal Property...........................................................................................................................10
7.2.4 Alterations Required by Laws .......................................................................................................................10
4836-5412-9591.v2
ARTICLE 8. CHANGES AND ALTERATIONS.......................................................................................................10
8.1. Landlord Approval. ..............................................................................................................................................10
8.2. Tenant’s Responsibility for Cost and Insurance. ..................................................................................................11
8.3. Construction Obligations and Ownership.............................................................................................................11
8.4. Liens. ................................................................................................................................................................11
ARTICLE 9. RIGHTS RESERVED BY LANDLORD ..............................................................................................12

9.1. Landlord’s Entry...................................................................................................................................................12
9.2. Control of Property...............................................................................................................................................13
ARTICLE 10. INSURANCE.......................................................................................................................................13

10.1. Tenant’s Insurance Obligations.....................................................................................................................13
10.1.1. Liability Insurance.........................................................................................................................................15
10.1.2. Property Insurance.........................................................................................................................................13
10.1.3. Insurance During Construction .....................................................................................................................15
10.1.4. Other Insurance. ............................................................................................................................................15
10.1.5. Miscellaneous Insurance Provisions..............................................................................................................14
10.1.6. Tenant’s Waiver and Release of Claims and Subrogation. ...........................................................................14
10.1.7. No Limitation. ...............................................................................................................................................14
10.2. Landlord’s Insurance Obligations. ................................................................................................................14
10.2.1. Property Insurance.........................................................................................................................................15
10.2.2. Liability Insurance.........................................................................................................................................15
10.2.3. Landlord’s Waiver and Release of Claims and Subrogation.........................................................................15
10.3. Tenant’s Indemnification of Landlord...........................................................................................................15
10.4. Tenant’s Failure to Insure..............................................................................................................................15
ARTICLE 11. DAMAGE OR DESTRUCTION.........................................................................................................15

11.1. Tenantable Within 180 Days.........................................................................................................................15
11.2. Not Tenantable Within 180 Days. .................................................................................................................16
11.3. Building Substantially Damaged...................................................................................................................16
11.4. Insufficient Proceeds. ....................................................................................................................................16
11.5. Landlord’s Repair Obligations. .....................................................................................................................16
11.6. Rent Apportionment Upon Termination........................................................................................................16
11.7. Exclusive Casualty Remedy. .........................................................................................................................17
ARTICLE 12. EMINENT DOMAIN ..........................................................................................................................17

12.1. Termination of Lease.....................................................................................................................................17
12.2. Landlord’s Repair Obligations. .....................................................................................................................17
12.3. Tenant’s Participation....................................................................................................................................17
12.4. Exclusive Taking Remedy.............................................................................................................................17
ARTICLE 13. TRANSFERS.......................................................................................................................................18

13.1. Restriction on Transfers. ...............................................................................................................................18
13.1.1. General Prohibition. ......................................................................................................................................18
13.1.2. Transfers to Affiliates.................................................................................... Error! Bookmark not defined.
13.2. Landlord’s Rights..........................................................................................................................................18
13.3. Costs. .............................................................................................................................................................18
ARTICLE 14. DEFAULTS; REMEDIES ...................................................................................................................18

14.1. Events of Default...........................................................................................................................................18
14.1.1. Failure to Pay Rent........................................................................................................................................18
14.1.2. Failure to Perform. ........................................................................................................................................19
14.1.3. Failure to Conduct Business..........................................................................................................................21
14.1.4. Execution of Estoppel Certificate or Subordination Agreement ...................................................................21
14.1.5. Unauthorized Transfer...................................................................................................................................21
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4836-5412-9591.v2
14.1.6. Misrepresentation. .........................................................................................................................................19
14.1.7. Judgment .......................................................................................................................................................21
14.1.8. Improper Use.................................................................................................................................................21
14.1.9. Intentionally Deleted. ....................................................................................................................................19
14.1.10. Other Defaults. ..............................................................................................................................................19
14.2. Remedies. ......................................................................................................................................................20
14.2.1. Termination of Tenant’s Possession; Re-entry and Reletting Right..............................................................20
14.2.2. Termination of Lease.....................................................................................................................................20
14.2.3. Self Help........................................................................................................................................................20
14.2.4. Other Remedies .............................................................................................................................................23
14.3. Costs. .............................................................................................................................................................21
14.4. Bankruptcy Proceedings................................................................................................................................23
14.5. Waiver and Release by Tenant. .....................................................................................................................21
14.6. Landlord’s Default. .......................................................................................................................................21
14.7. No Waiver. ....................................................................................................................................................22
ARTICLE 15. CREDITORS; ESTOPPEL CERTIFICATES .....................................................................................22

15.1. Subordination. ...............................................................................................................................................22
15.2. Attornment. ...................................................................................................................................................22
15.3. Mortgagee Protection Clause. .......................................................................................................................22
15.4. Estoppel Certificates......................................................................................................................................23
15.4.1. Contents.........................................................................................................................................................23
15.4.2. Failure to Deliver. .........................................................................................................................................23
ARTICLE 16. TERMINATION OF LEASE ..............................................................................................................23

16.1. Surrender of Premises. ..................................................................................................................................23
16.2. Holding Over.................................................................................................................................................23
ARTICLE 17. ADDITIONAL PROVISIONS ............................................................................................................24

17.1. Initial Improvements. ....................................................................................................................................24
17.2. Phased Development. .................................................................................... Error! Bookmark not defined.
17.3. Security Deposit. ...........................................................................................................................................27
17.3.1. Amount..........................................................................................................................................................27
17.3.2. Application of Security Deposit. ...................................................................................................................24
17.3.3. Assignment of Security Deposit. ...................................................................................................................24
ARTICLE 18. MISCELLANEOUS PROVISIONS....................................................................................................25

18.1. Notices...........................................................................................................................................................25
18.2. Transfer of Landlord’s Interest......................................................................................................................25
18.3. Successors. ....................................................................................................................................................25
18.4. Captions and Interpretation. ..........................................................................................................................25
18.5. Relationship of Parties...................................................................................................................................25
18.6. Entire Agreement; Amendment.....................................................................................................................25
18.7. Severability. ..................................................................................................................................................25
18.8. Landlord’s Limited Liability. ........................................................................................................................26
18.9. Survival. ........................................................................................................................................................26
18.10. Attorneys’ Fees. ............................................................................................................................................26
18.11. Brokers. .........................................................................................................................................................26
18.12. Governing Law..............................................................................................................................................26
18.13. Time is of the Essence...................................................................................................................................26
18.14. Joint and Several Liability.............................................................................................................................26
18.15. Tenant’s Waiver. ...........................................................................................................................................26
18.16. Patriot Act Compliance. ................................................................................................................................26
18.17 Authority; Enforceability. .............................................................................................................................27
18.18. Provisions are Covenants and Conditions. ....................................................................................................27
18.19. Tenant Delay and Force Majeure ..................................................................................................................27
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4836-5412-9591.v2
18.20. Management..................................................................................................................................................28
18.21. Financial Statements. ....................................................................................................................................28
18.22. Quiet Enjoyment. ..........................................................................................................................................28
18.23. No Recording. ...............................................................................................................................................28
18.24. Nondisclosure of Lease Terms. .....................................................................................................................29
18.25. Consent..........................................................................................................................................................29
18.26. Construction of Lease and Terms..................................................................................................................29
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4836-5412-9591.v2
LEASE AGREEMENT
THIS LEASE AGREEMENT (the “Lease”) is made and entered into as of the Effective Date by
and between NEW YORK BUILDING, LLC, a Utah limited liability company, as Landlord, and
BUTTON UP BAR LLC, a Utah limited liability company, as Tenant.
DEFINITIONS
Capitalized terms used in this Lease have the meanings ascribed to them on the attached Exhibit A.
BASIC TERMS
The following Basic Terms are applied under and governed by the particular section(s) in this Lease
pertaining to the following information:
1. Building/Premises:
A. Building: The building located at approximately 48 West Market

Street, Salt Lake City, UT.
B. Premises: The lower level of the Building consisting of

approximately 7,648 square feet with an address of 60
West Market Street, Salt Lake City, UT. The Premises
are depicted on Exhibit B attached hereto.
2. Trade Name: Button Up Bar LLC
3. Initial Term: Five (5) years
Renewal Terms: One five (5) year Renewal Term
4. Delivery Date: June 22, 2020 (See Section 1.2)
5. Commencement Date: 180 days after Delivery Date
6. Common Area Maintenance

Expenses: See Section 3.1
7. Base Rent during Initial Term:
Months Monthly Base Rent Annual Base Rent

1 through 12 $9,000.00 $108,000.00
13 through 24 $9,270.00 $111,240.00
25 through 36 $9,548.00 $114,576.00
37 through 48 $9,834.00 $118,013.00
49 through 60 $10,129.00 $121,553.00
Renewal Term: Rent payable by Tenant during the Renewal Term shall
be determined in accordance with Exhibit C attached
hereto.
8. Parking Stalls: Subject to availability at the rate of $75.00 per stall per
month subject to increase during the Renewal Term. (See
Section 4.7)
4836-5412-9591.v2
10. Security Deposit: $18,000
11. Tenant Improvement Allowance: None.
12. Permitted Uses: Solely for the operation of a restaurant and nightclub.
13. Address of Landlord

for Notices and Payment of Rent: New York Building, LLC
48 West Market Street, Suite 225
Salt Lake City, UT 84101
Attn: Matt Forsgren
Telephone: 385-232-6012
Email: Mattforsgren@me.com
14. Address of Tenant

for Notices: Button Up Bar LLC
60 West Market Street
Attn: Glen Ross Easthope
Telephone: 801-971-6660
Email: ___________________
ARTICLE I
LEASE OF PREMISES AND LEASE TERM
1.1 Premises. In consideration of the mutual covenants this Lease describes and other good
and valuable consideration, Landlord leases the Premises to Tenant and Tenant leases the Premises from
Landlord, upon and subject to the terms, covenants and conditions set forth in this Lease. The square
footage of the Premises is the square footage specified in the Basic Terms.
1.2 Term, Delivery and Commencement.
1.2.1 Initial Term. The Initial Term is the period stated in the Basic Terms. The Initial
Term commences on the Commencement Date and expires at 11:59 p.m. on the last day of the last calendar
month of the Initial Term.
1.2.2 Tender of Possession. Landlord will use commercially reasonable efforts to

tender possession of the Premises to Tenant on or before the Delivery Date, subject to Force Majeure and
Tenant Delays. If Landlord is unable to tender possession of the Premises to Tenant on or before the
Delivery Date, this Lease remains in full force and effect and Landlord shall not be liable to Tenant for any
resulting loss or damage; provided, however, that unless the delay is caused by Tenant Delays, Landlord
will appropriately adjust the Commencement Date. If Landlord cannot deliver the Premises within three
(3) months after the Delivery Date subject to Tenant Delays and Force Majeure, this Lease shall
automatically terminate and neither party shall have any liability to the other party. Upon Landlord’s tender
to Tenant of possession of the Premises, Tenant shall comply with all of the terms and conditions of this
Lease.
1.2.3 Early Occupancy. Tenant will not occupy the Premises before the Delivery Date
without Landlord’s prior written consent, which consent Landlord may grant, withhold or condition in its
sole and absolute discretion. If Landlord consents, Tenant, during the early occupancy period, may only
install Tenant’s furniture, fixtures and equipment in the Premises and must comply with and observe all
terms and conditions of this Lease (other than Tenant’s obligation to pay Rent).
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4836-5412-9591.v2
1.2.4 Renewal Terms. If Tenant has the right to extend the Initial Term of this Lease
as provided in the Basic Terms, such right shall be subject to the terms and conditions of Exhibit C, attached
to this Lease and incorporated herein.
ARTICLE 2
RENT AND OTHER PAYMENTS
2.1 Base Rent. Tenant will pay Base Rent in equal monthly installments to Landlord, in
advance commencing on the Commencement Date and continuing on the first day of each and every
calendar month after the Commencement Date during the Lease Term, except as otherwise provided in the
Basic Terms. Tenant shall make all Base Rent payments to Landlord at the address specified in the Basic
Terms or at such other place or in such other manner as Landlord may from time to time designate in
writing. Tenant will make all Base Rent payments without offset, deduction or Landlord’s previous
demand, invoice or notice for payment. Base Rent shall increase as of the anniversary of the Effective Date
and each one-year anniversary thereafter, by three percent (3%).
2.2 Prorations. If the Commencement Date begins on a day other than the first day of a month
or if the Lease Term expires on a day other than the last day of a month, then Rent for such month shall be
prorated.
2.3 Late Payments and Dishonored Checks. If Tenant fails to pay any Rent to Landlord
when due, Landlord shall be entitled to (a) interest on the unpaid Rent at one and one-half percent (1.5%)
per month from the date payment is due until the date payment is made, and (b) a service charge equal to
ten percent (10%) of the overdue amount. If payment is made by a check that is dishonored by the drawing
bank, Tenant shall pay to Landlord a service charge equal to Fifty Dollars ($50.00) and, in addition,
Landlord may require that all future payments of Rent shall be made by wire transfer or cashier’s check.
Tenant acknowledges the late payment of Rent or the use of a dishonored check by Tenant will cause
Landlord to incur costs and expenses not contemplated by this Lease, the exact amounts of which will be
extremely difficult to ascertain, and that such service charges represent fair estimates of the costs and
expenses which Landlord would incur by reason of Tenant’s late payment of Rent or use of a dishonored
check. The imposition of such interest and service charges shall neither constitute a waiver of Tenant’s
default with respect to such overdue amount nor prevent Landlord from exercising any other right or remedy
available to Landlord.
2.4 Acceptance. The acceptance by Landlord of partial payment of any sum due from Tenant
shall not be deemed a waiver by Landlord of any of its rights to the full amount due. Any endorsement or
statement on any check or accompanying letter from Tenant shall not be deemed an accord and satisfaction.
Any Rent payments received from Tenant or any other person shall be conclusively presumed to have been
paid on Tenant’s behalf; however, in no event shall the foregoing be construed as requiring Landlord to
accept any Rent from any person other than Tenant. The acceptance by Landlord of payment from any
person other than Tenant shall not be deemed to be a waiver by Landlord of any provision of this Lease or
to be a consent to any Transfer or to be a release of Tenant from any obligation under this Lease. The
acceptance by Landlord of delinquent payment shall not constitute a waiver of any default and shall not
constitute a waiver of timely payment of the particular payment involved. The acceptance by Landlord of
any Rent shall not constitute a consent by Landlord or a waiver of any of Landlord’s rights under this Lease.
Tenant’s covenants to pay Rent and other sums due hereunder are independent of Landlord’s covenants
hereunder and Tenant shall have no right to withhold any such payments on account of any alleged failure
by Landlord to perform or comply with any of Landlord’s covenants.
2.5 COVID-19 Monthly Base Rent Adjustment. Notwithstanding anything in Section 2.1
to the contrary, commencing on the date Tenant opens for business at the Premises and expiring 12-months
thereafter, if guidelines issued by the State of Utah related to the COVID 19 pandemic mandate a reduction
in customer occupancy for Tenant’ s permitted use of the Premises for more than a continuous 30-day
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4836-5412-9591.v2
period (the “Restriction Period”), the monthly Base Rent during such Restriction Period shall be reduced
based on the color-coded health risk phased guidelines implemented by the State of Utah (found at
https://coronavirus-download.utah.gov/Health/Phased_Health_Guidelines_V4.6.1_06032020.pdf) as
follows:
Health Risk Level Phase* Percentage of Reduction of Monthly Base Rent

Green/New Normal Green 0%
Yellow 25%
Orange 40%
Red 50%
Upon lifting or change of mandatory restrictions on customer occupancy levels of the Premises,
monthly Base Rent will automatically revert to the rent payable as provided in the Basic Terms. If
mandatory restrictions are lifted or changed mid-month, monthly Base Rent shall be prorated. The
foregoing rent reduction in this Section 2.6 applies to monthly Base Rent only and does not apply to
Additional Rent, Common Area Maintenance Expenses, utility charges or other amounts due under this
Lease. Notwithstanding anything in this Section 2.6 to the contrary, the reduction of monthly Base Rent
shall not apply to circumstances where occupancy levels are reduced due to Tenant’s violations of Covid-
19 guidelines issued by a governmental authority. This Section 2.6 shall automatically terminate 12-months
after the date Tenant opens for business at the Premises. *The color-coded health risk phases will be
determined by the health guidance system implemented by the Utah Department of Health for Salt Lake
City.
ARTICLE 3
OTHER CHARGES PAYABLE BY TENANT
3.1 Payment of Additional Rent. Tenant will pay Additional Rent and Tenant’s share of
Common Area Maintenance Expenses in equal monthly installments to Landlord, in advance commencing
on the Commencement Date and continuing on the first day of each and every calendar month after the
Commencement Date during the Lease Term, except as otherwise provided in the Basic Terms. Tenant
shall make all Additional Rent payments to Landlord concurrently with the payment of Base Rent. Tenant
will make all Additional Rent payments without offset, deduction or Landlord’s previous demand, invoice
or notice for payment.
3.2 Personal Property Taxes. Tenant, prior to delinquency, will pay all taxes charged against
the Tenant Improvements, Alterations, Tenant’s trade fixtures and other personal property. Tenant will use
all reasonable efforts to have such trade fixtures and other personal property taxed separately from the
Property. If any of Tenant’s trade fixtures and other personal property is taxed with the Property, Tenant
will pay the taxes attributable to Tenant’s trade fixtures and other personal property to Landlord as
Additional Rent.
3.3 Utilities. Except as otherwise provided herein, Tenant will obtain and pay for all utilities
and services Tenant requires with respect to the Premises (including, but not limited to, hook-up,
installation, and connection charges); provided, however, Landlord shall select the utility provider.
Landlord, in its sole discretion, shall have the right, from time to time, to change the utility provider and/or
alter the method and source of supply to the Premises of electricity or any other utility, and Tenant agrees
to execute and deliver to Landlord such documentation as may be required to effect such alteration.
3.4 Payment of Utilities. Landlord shall have the right to cause electric and gas service to be
separately metered to the Premises prior to or after delivery of the Premises to Tenant. If any other utility
servicing the Premises is metered separately by the utility provider, Tenant will pay directly to the
applicable utility provider, prior to delinquency, the charges and fees for such utility service. If any utility
4
4836-5412-9591.v2
servicing the Premises is not separately metered by the utility provider, Tenant will pay to Landlord the
reasonable estimate of the costs of such utility service concurrently with the payment of Base Rent. The
reasonable estimate will be based on an estimate of the utility usage as reasonably determined by Landlord
in good faith. Notwithstanding anything in this Lease to the contrary, commencing upon the Delivery Date,
Tenant shall be responsible for the charges and fees for electric, gas and other utility services and garbage
removal.
3.5 Release. No interruption in, or temporary stoppage of, any of the utilities occasioned by
any cause whatsoever shall be deemed to be an eviction or disturbance of Tenant’s use and possession of
the Premises nor does any interruption or stoppage relieve Tenant from any obligation this Lease describes,
render Landlord liable for any damages whatsoever or entitle Tenant to any Rent abatement except to the
extent caused by the gross negligence of Landlord or its agents. Landlord will use commercially reasonable
efforts to remedy the interruption of any common/shared utilities caused by Landlord, its agents, or other
tenants in the Building. Landlord is not required to provide any heat, air conditioning, electricity or other
service in excess of that permitted by governmental guidelines or other Laws. Landlord has the exclusive
right and discretion to select the provider of any utility or service to the Property. Landlord reserves the
right, from time to time, to make reasonable and non-discriminatory modifications to the above standards
for utilities and services.
ARTICLE 4
USE
4.1 Permitted Use. Tenant covenants to open for business as soon as possible and thereafter
continuously and uninterruptedly occupy, use and operate the Premises solely for the specified uses set
forth in the Basic Terms, and for no other use, at all times during the Lease Term and not to vacate the
Premises prior to the expiration of the Lease Term without Landlord’s prior written consent, which consent
Landlord may grant or withhold in its sole and absolute discretion. Tenant shall operate its business from
the Premises during the Operating Hours. Unless otherwise approved by Landlord, Tenant will conduct its
business in the Premises only in Tenant’s Trade Name. Tenant, at its own expense, shall comply with and
promptly carry out all order, requirement or conditions imposed by any Laws. Tenant will not use the
Property or knowingly permit the Premises to be used in violation of any Laws, or in any manner that would
(a) violate any certificate of occupancy affecting the Property; (b) make void or voidable any insurance
now or after the Effective Date in force with respect to the Property; (c) cause injury or damage to the
Property or to the person or property of any other tenant on the Property; (d) cause substantial diminution
in the value or usefulness of all or any part of the Property (reasonable wear and tear excepted); (e) constitute
a public or private nuisance or waste; or (f) be a source of annoyance or embarrassment to Landlord or
other tenants in the Building. Tenant will obtain and maintain, at Tenant’s sole cost and expense, all
licenses, permits and approvals required under the Laws for Tenant’s use of the Premises. Tenant
acknowledges that its use and occupation of the Premises is not dependent upon the co-tenancy or co-
occupation of the Property by any other tenant(s).
4.2 Acceptance of Premises. Tenant acknowledges that the Premises are acceptable for
Tenant’s intended use and that neither Landlord nor any agent, contractor or employee of Landlord has
made any representation or warranty of any kind with respect to the Premises and any fixtures, equipment,
or personal property located in the Premises, the Common Area, and/or the Property, specifically including,
but not limited to, any representation or warranty of suitability or fitness of the Premises and any fixtures,
equipment, or personal property located in the Premises, the Common Area, and/or the Property for any
particular purpose. Tenant accepts the Premises and any fixtures, equipment, or personal property located
in the Premises, the Common Area, the Property and the West Temple Property, “AS IS”, “WHERE IS”
condition, subject to all legal requirements, any state of facts which an accurate survey or physical
inspection of the Premises might show, without warranties, either express or implied, and “with all faults”,
including but not limited to both latent and patent defects. Tenant expressly waives any warranty of
5
4836-5412-9591.v2
condition or of habitability or suitability for occupancy, use, habitation, fitness for a particular purpose, or
merchantability, express or implied, relating to the Premises.
4.3 Intentionally Deleted.
4.4 Use of the Premises. Tenant covenants and agrees, at its sole cost and expense to: (a) keep
the inside and outside of all glass in the doors and windows of the Premises clean; (b) keep all exterior
surfaces of the Premises clean; keep any garbage, trash, rubbish or other refuse in rat-proof containers
within the interior of the Premises until removed; (c) deposit such garbage, trash, rubbish and refuse, on a
daily basis, in designated receptacles provided by Landlord; (d) keep all mechanical apparatus free of
vibration and noise which may be transmitted beyond the Premises; (e) comply with all building, safety and
fire codes; (f) maintain reasonably sufficient inventory and have sufficient number of personnel; (g) take
all reasonable efforts to resolve any strikes and employment disputes and prevent any picketing by
employees, suppliers, contractors and other on the Property; and (h) conduct its business in all respects in
a dignified manner in accordance with high standards of restaurant operation in the Salt Lake City market.
4.5 Increased Insurance. Tenant will not do on the Property or permit to be done on the
Premises or Common Area anything that will (a) increase the premium of any insurance policy Landlord
carries covering the Premises or the Property; (b) cause a cancellation of or be in conflict with any such
insurance policy; (c) result in any insurance company’s refusal to issue or continue any such insurance in
amounts reasonably satisfactory to Landlord; or (d) subject Landlord to any liability or responsibility for
injury to any person or property by reason of Tenant’s operations in the Premises or Common Area or use
of the Property. Tenant, at Tenant’s sole cost and expense, will comply with all rules, orders, regulations
and requirements of insurers and of the American Insurance Association or any other organization
performing a similar function. Tenant will reimburse Landlord, as Additional Rent, for any additional
premium charges for such policy or policies resulting from Tenant’s failure to comply with the provisions
of this Section. If any of Landlord’s insurance policies shall be canceled or cancellation shall be threatened
or the coverage thereunder reduced or threatened to be reduced in any way because of the use of the
Premises or any part thereof by Tenant or any assignee or subtenant of Tenant or by anyone Tenant permits
on the Premises, and if Tenant fails to remedy the condition within 48 hours after notice thereof, Landlord
may at its option either terminate this Lease or enter upon the Premises and attempt to remedy such
condition, and Tenant shall promptly pay the cost thereof to Landlord. Landlord shall not be liable for any
damage or injury caused to any property of Tenant or others located on the Premises from such entry unless
caused by the gross negligence of Landlord or its agents.
4.6 Laws/Encumbrances. This Lease is subject and subordinate to all Encumbrances. Tenant
shall not use the Premises in any way which may violate any Laws now in force or which may hereinafter
be enacted or promulgated, including without limitation, all Laws relating to toxic or hazardous substances.
Tenant shall, at its sole cost and expense, comply with all Laws relating to the conduct of Tenant’s business
and use of the Premises.
4.7 Parking.
4.7.1 Tenant acknowledges and agrees that, except as provided in Section 4.7.2,
Landlord is not providing any customer or employee parking and Tenant shall be solely responsible to
secure parking for its employees. Tenant shall be solely responsible for parking for Tenant’s customers,
using permitted on-street parking, paid valet service, or paid parking in adjacent parking lots, as available.
If an employee of Tenant parks his/her vehicle in the parking areas on the Property or adjacent property
owned by Landlord in violation of this Section, Landlord may issue a written warning to Tenant. If, after
receipt of one warning, an employee parks a vehicle in the parking areas on the Property or adjacent
property owned by Landlord in violation of this Section, Tenant shall pay Landlord a parking fee of $25.00,
as Additional Rent, for each violation (as identified by Landlord).
6
4836-5412-9591.v2
4.7.2 Tenant shall pay to Landlord as Additional Rent on the first day of each and every
calendar month after the Commencement Date during the Lease Term a fee of $75.00 per parking stall
without offset, deduction or Landlord’s previous demand, invoice or notice for payment. Subject to the
terms and conditions of this Lease, so long as Tenant is not in default under this Lease, Tenant shall be
entitled to the non-exclusive use of, on a first come-first serve basis from 7:00 a.m. to 5:00 p.m., Monday
through Friday, in the parking lot located on the west side of West Temple Street at approximately 330/334
So. West Temple Street (the “West Temple Property”). Tenant acknowledges parking will be limited
after business hours and that Landlord may grant other occupants or tenants of the Building the exclusive
and/or non-exclusive right to use parking spaces, and Landlord shall not be obligated to enforce parking
limitations imposed on other tenants. If Tenant uses parking in excess of that provided for herein, and if
Tenant fails, after written notice from Landlord of any one violation, to reduce its excess use of the parking
areas, then such excess use shall constitute an Event of Default under this Lease without further notice or
opportunity to cure such Event of Default. Tenant agrees to indemnify, defend and hold Landlord harmless
from and against any and all claims, losses, demands, damages and liabilities asserted or arising with respect
to or in connection with Tenant’s use of the parking lot, damage to the parking lot, and removal of
unauthorized automobiles. Tenant shall from time to time, upon request of Landlord, supply Landlord with
a list of license plate numbers of all automobiles authorized by to park in the West Temple Property. Tenant
acknowledges and agrees that Landlord shall have the right during each Renewal Term to increase the
monthly parking fees to the rate charged by Landlord to other customers. Tenant acknowledges and agrees
that Landlord shall have the right for any reason, in Landlord’s sole discretion and without liability to
Tenant, to terminate Tenant’s right to use of the West Temple Property for parking. In the event of any
such termination, Tenant shall be solely responsible for locating and paying for replacement parking.
Landlord shall endeavor to provide at least 30 day’s advance written notice to Tenant of any such
termination. Effective upon any such termination, Tenant shall remove all vehicles from the West Temple
Property. Any prepaid parking fees shall be pro-rated and, if applicable, Landlord shall reimburse Tenant
for overpayment of parking fees.
4.8 Exterior Signs. Tenant will not install or permit to be installed on the Premises or the
Building any sign, decoration or advertising material of any kind without the prior written consent of the
Landlord which consent shall not be unreasonably withheld, delayed or conditioned. Any and all interior
signs of Tenant visible from the exterior of the Premises shall comply with Landlord’s sign criteria and
shall advertise or refer only to the kind and character of the business which Tenant is permitted to conduct
on the Premises. Tenant may not place signs, showcases, merchandise, obstructions or advertising of any
kind whatsoever on the sidewalks of the Property. Tenant may not install any awnings on the Building
without the prior written consent of Landlord, which consent may be granted or withheld in Landlord’s sole
and absolute discretion. Prior to the installation of any sign on the Premises, Tenant shall, at its sole cost
and expense, obtain all necessary consents, permits and approvals from all applicable governmental
authorities. Tenant shall, at its sole expense, be responsible for all repair, maintenance and replacement of,
and taxes with respect to, its signage, and agrees to maintain the same in good and presentable condition
during the Lease Term. Tenant shall remove its signage upon the expiration of the Lease Term or earlier
termination of this Lease and repair any damage caused by such removal. Landlord may immediately
remove, at Tenant’s sole cost and expense, any sign, decoration or advertising material that violates this
Section 4.8.
4.9 Rules and Regulations. Tenant shall faithfully observe and comply with the Rules and
Regulations attached hereto as Exhibit D. Landlord reserves the right from time to time to make all
reasonable and non-discriminatory modifications to the Rules and Regulations. Additions and
modifications to these Rules and Regulations shall be binding upon delivery of a copy to Tenant. Violations
of the Rules and Regulations by Tenant or any Tenant Party shall constitute a default under this Lease.
Landlord shall not be responsible to Tenant for the nonperformance of any said Rules and Regulations by
any other tenant or occupants.
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ARTICLE 5
HAZARDOUS MATERIALS
5.1 Compliance with Hazardous Materials Laws. Tenant will not cause any Hazardous
Material to be brought upon, kept or used on the Property in a manner or for a purpose prohibited by or that
could result in liability under any Hazardous Materials Law. Tenant, at its sole cost and expense, will
comply with all Hazardous Materials Laws and prudent industry practice relating to the presence, treatment,
storage, transportation, disposal, release or management of Hazardous Materials in, on, under or about the
Property required for Tenant’s use of the Premises and will notify Landlord of any and all Hazardous
Materials Tenant brings upon, keeps or uses on the Property (other than small quantities of common
household cleaning or office supplies). On or before the expiration or earlier termination of this Lease,
Tenant, at its sole cost and expense, will completely remove from the Property (regardless whether any
Hazardous Materials Law requires removal), in compliance with all Hazardous Materials Laws, all
Hazardous Materials Tenant causes to be present in, on, under or about the Property. Tenant will not take
any remedial action in response to the presence of any Hazardous Materials in on, under or about the
Property, nor enter into any settlement agreement, consent decree or other compromise with respect to any
Claims relating to or in any way connected with Hazardous Materials in, on, under or about the Property,
without first notifying Landlord of Tenant’s intention to do so and affording Landlord reasonable
opportunity to investigate, appear, intervene and otherwise assert and protect Landlord’s interest in the
Property.
5.2 Notice of Actions. Tenant will notify Landlord of any of the following actions affecting
Landlord, Tenant or the Property that result from or in any way relate to Tenant’s use of the Property
immediately after receiving notice of the same: (a) any enforcement, clean-up, removal or other
governmental or regulatory action instituted, completed or threatened under any Hazardous Materials Law;
(b) any Claim made or threatened by any person relating to damage, contribution, liability, cost recovery,
compensation, loss or injury resulting from or claimed to result from any Hazardous Material; and (c) any
reports made by any person, including Tenant, to any environmental agency relating to any Hazardous
Material, including any complaints, notices, warnings or asserted violations. Tenant will also deliver to
Landlord, as promptly as possible and in any event within five Business Days after Tenant first receives or
sends the same, copies of all Claims, reports, complaints, notices, warnings or asserted violations relating
in any way to the Premises or Tenant’s use of the Premises. Upon Landlord’s written request, Tenant will
promptly deliver to Landlord documentation acceptable to Landlord reflecting the legal and proper disposal
of all Hazardous Materials removed or to be removed from the Premises. All such documentation will list
Tenant or its agent as a responsible party and will not attribute responsibility for any such Hazardous
Materials to Landlord or Landlord’s members, managers, employees, agents or contractors or Property
Manager.
5.3 Disclosure and Warning Obligations. Tenant acknowledges and agrees that all reporting
and warning obligations required under Hazardous Materials Laws resulting from or in any way relating to
Tenant’s use of the Premises or Property are Tenant’s sole responsibility, regardless whether the Hazardous
Materials Laws permit or require Landlord to report or warn.
5.4 Indemnification. Tenant will release, indemnify, defend (with counsel reasonably
acceptable to Landlord), protect and hold harmless the Landlord Parties and the Property from and against
any and all Claims whatsoever arising or resulting, in whole or in part, directly or indirectly, from the
presence, treatment, storage, transportation, disposal, release or management of Hazardous Materials in,
on, under, upon or from the Property (including water tables and atmosphere) resulting from or in any way
related to the use of the Premises or Property by the Tenant Parties. Tenant’s obligations under this Section
include, without limitation and whether foreseeable or unforeseeable, (a) the costs of any required or
necessary repair, clean-up, detoxification or decontamination of the Property; (b) the costs of implementing
any closure, remediation or other required action in connection therewith as stated above; (c) the value of
any loss of use and any diminution in value of the Property; and (d) attorneys’ fees, consultants’ fees,
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experts’ fees and response costs. The obligations of Tenant under this Section 5.4 shall survive the
expiration or earlier termination of this Lease.
ARTICLE 6
COMMON AREA
6.1 License. Landlord grants Tenant a revocable license, together with all other tenants on the
Property and their agents, employees, customers and invitees, to use the Common Area during the Lease
Term, subject to all Laws and any covenants, conditions and restrictions applicable to the Property.
Landlord, at Landlord’s sole and exclusive discretion, may make changes to the Common Area. Landlord’s
rights regarding the Common Area include, but are not limited to, the right to: (a) restrain unauthorized
persons from using the Common Area; (b) place permanent or temporary kiosks, displays, carts or stands
in the Common Area and to lease the same to tenants; (c) temporarily close any portion of the Common
Area (1) for repairs, improvements or Alterations, (2) to discourage unauthorized use, (3) to prevent
dedication or prescriptive rights, or (4) for any other reason Landlord deems sufficient in Landlord’s
judgment; (d) change the shape and size of the Common Area; (e) add, eliminate or change the location of
any improvements located in the Common Area and construct buildings or other structures in the Common
Area; and (f) impose and revise the Rules and Regulations concerning use of the Common Area. Tenant
acknowledges and agrees that Tenant’s employees, contractors, agents and invitees shall not use the hallway
to the loading dock area in the back of the Building for any purpose other than for deliveries and trash
removal. Except for deliveries and trash removal, all customers, guests, employees and invitees are required
to use the from entrance of the Building (from Market Street) to enter the Premises. Tenant shall be given
the PIN number to the door/hallway security system to be installed by Landlord upon delivery of the
Premises to Tenant.
6.2 Maintenance. Subject to the terms and conditions of any Encumbrances, Landlord will
maintain and repair the Common Area. Rent shall not be reduced or abated, nor shall Landlord be liable,
for loss or injury to or interference with Tenant’s property, profits or business arising from or in connection
with Landlord’s performance of its obligations under this Article 6.
ARTICLE 7
MAINTENANCE AND REPAIR
7.1 Landlord’s Obligations. Except as otherwise provided in this Lease, Landlord will repair
and maintain the following: (a) the structural components of the Building including foundations, exterior
walls and roof of the Building; and (b) the rooftop, excluding any damage by Tenant or its agents,
employees and contractors. Except as otherwise provided in this Lease, Landlord shall maintain the
electrical, mechanical and plumbing components located in the Building that service multiple tenants
provided that Tenant shall be responsible for paying the costs to repair and/or replace any such components
damaged as a result of any misuse by Tenant or any Tenant Party. Rent will not be reduced or abated, nor
will Landlord be liable, for loss or injury to or interference with Tenant’s property, profits or business
arising from or in connection with Landlord’s performance of its obligations under this Article 7.
7.2 Tenant’s Obligations.
7.2.1 Systems within Premises. Tenant shall maintain the portions of the electrical,
mechanical, plumbing, ventilation and systems installed by Tenant and/or located within the Premises.
Notwithstanding any provision of this Lease to the contrary, Tenant shall be solely responsible at its cost
and expense for all necessary and required cleaning, maintenance, repairs, replacements, inspections and
certifications of the fire suppression system and all components of the kitchen, cooking, ventilation and
exhaust systems including, without limitation, all hoods, backsplashes, plenum, fans, filters, ducts,
appliances, and outside discharge areas.
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7.2.2 Maintenance of Premises. Except as expressly provided in this Lease, Landlord
is not required to furnish any services or facilities, to maintain or repair the Premises or any part thereof, or
to make any Alterations, in, about or to the Premises or the Property. Except as specifically described in
Section 7.1, Tenant assumes the full and sole responsibility for the condition, operation, repair, replacement,
maintenance and management of the Premises. Except as specifically described in this Lease, Tenant, at
Tenant’s sole cost and expense, will keep and maintain the Premises (including, but not limited to, all glass
and windows, all non-structural interior portions, systems and equipment; interior surfaces of exterior walls;
interior moldings, partitions and ceilings; and interior ventilation, electrical, lighting and plumbing
components, drains, lines, pipes, conduits, wires and fixtures) in good order, condition and repair,
reasonable wear and tear and damage from insured casualties excepted. Tenant will keep the Premises in
a neat and sanitary condition and will not commit any nuisance or waste in, on or about the Premises or the
Property. If Tenant damages or injures the Common Area or any part of the Property or the Building other
than the Premises, Landlord will repair the damage and Tenant will pay Landlord for all costs and expenses
of Landlord in connection with the repair as Additional Rent. Tenant is solely responsible for and, to the
fullest extent allowable under the Laws, will release, indemnify, protect and defend the Landlord Parties
against (with counsel reasonably acceptable to Landlord) and hold the Landlord Parties harmless from, the
cost of repairing, and any Claims resulting from, any penetrations or perforations of the roof or exterior
walls of the Building caused by any Tenant Party. Tenant will maintain the Premises in a first-class and
fully operative condition. Tenant’s repairs will be at least equal in quality and workmanship to the original
work and Tenant will make the repairs in accordance with all Laws.
7.2.3 Landlord Personal Property. Tenant acknowledges all of the furniture, fixtures,
equipment, trade fixtures and other personal property (collectively, the “Landlord Personal Property”)
located in the Premises and Common Area as of the Effective Date is and shall remain owned solely by
Landlord. Tenant may use the Landlord Personal Property provided that Tenant will not modify, alter,
damage or remove the Landlord Personal Property or any portion thereof, without the prior written consent
of Landlord. Tenant, at Tenant’s sole cost and expense, will keep and maintain the Landlord Personal
Property in good order, condition and repair. Notwithstanding anything in this Lease to the contrary,
Landlord reserves the right in its sole discretion to remove any and all stained glass located within the
Premises.
7.2.4 Alterations Required by Laws. If any governmental authority requires any

Alteration to the Building or the Premises as a result of Tenant’s particular use of the Premises or as a result
of any Alteration to the Premises made by or on behalf of Tenant or if Tenant’s particular use of the
Premises subjects Landlord or the Property to any obligation under any Laws including, without limitation,
the ADA, Tenant will pay the cost of all such Alterations or the cost of compliance, as the case may be. If
any such Alterations are structural in nature, Landlord will make the structural Alterations, at Tenant’s sole
cost and expense; provided, however, that Landlord may require Tenant to deposit with Landlord an amount
sufficient to pay the cost of the structural Alterations (including, without limitation, reasonable overhead
and administrative costs). If the Alterations are not structural, Tenant will make the Alterations at Tenant’s
sole cost and expense in accordance with Article 8. Notwithstanding the foregoing to the contrary, Tenant
is solely responsible for and, to the fullest extent allowable under the Laws, will release, indemnify, protect
and defend the Landlord Parties against (with counsel reasonably acceptable to Landlord) and hold the
Landlord Parties harmless from any Claims arising out of or related to the handicap accessibility of the
Premises and/or the Premises compliance with the ADA.
ARTICLE 8
CHANGES AND ALTERATIONS
8.1 Landlord Approval. Tenant will not make any structural Alterations to the Premises or
any Alterations to the Common Area. Tenant will not make any other Alterations without Landlord’s prior
written consent, which consent Landlord will not unreasonably withhold or delay; provided, however, that
Landlord may impose conditions in its reasonable discretion. Under no circumstance shall any Alteration
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decrease the market value of the Premises. Along with any request for Landlord’s consent, Tenant, at its
sole cost and expense, will cause to be prepared by a licensed architect or other licensed professional
reasonably acceptable to Landlord and delivered to Landlord plans and specifications for the Alterations
and names and addresses of all prospective contractors for the Alterations. If Landlord approves the
proposed Alterations, Tenant, before commencing the Alterations or delivering (or accepting delivery of)
any materials to be used in connection with the Alterations, will deliver to Landlord for Landlord’s
reasonable approval copies of all contracts, proof of insurance required by Section 8.2, copies of all
necessary permits and licenses and such other information relating to the Alterations as Landlord reasonably
requests. Tenant will not commence the Alterations before Landlord, in Landlord’s reasonable discretion,
approves the foregoing alterations. Tenant will construct all approved Alterations or cause all approved
Alterations to be constructed (a) promptly by a licensed and qualified contractor subject to Landlord’s
written approval in Landlord’s sole and absolute discretion, (b) in a good and workmanlike manner, (c) in
compliance with all Laws (including all applicable permits and authorizations, which shall be obtained by
Tenant), and (d) in full compliance with all of Landlord’s rules and regulations applicable to third party
contractors, subcontractors and suppliers performing work at the Property. As consideration for Landlord’s
review of any Alterations, Tenant will pay Landlord, as additional rent, a review fee (minimum fee of
$750.00) reasonably estimated (as determined by Landlord) to equal Landlord’s costs to review Tenant’s
request to make Alterations, including, without limitation, any architect and attorneys’ fees and costs.
8.2 Tenant’s Responsibility for Cost and Insurance. Tenant will pay the cost and expense
of all Alterations, including, without limitation, a reasonable charge for Landlord’s review, inspection and
engineering time, and for any painting, restoring or repairing of the Premises or the Building the Alterations
occasion. Prior to commencing the Alterations, Tenant will deliver the following to Landlord in form and
amount reasonably satisfactory to Landlord: (a) demolition (if applicable) and payment and performance
bonds, (b) builder’s “all risk” insurance in an amount at least equal to the replacement value of the Premises
(excluding the Land, foundation, grading costs and excavation costs), (c) evidence that Tenant and each of
Tenant’s contractors have in force liability insurance insuring against construction related risks in at least
the form, amounts and coverages required of Tenant under Article 9, and (d) copies of all applicable
contracts and of all necessary permits and licenses. The insurance policies described in clauses (b) and (c)
of this Section must name Landlord, Landlord’s lender (if any) and Property Manager as additional
insureds.
8.3 Construction Obligations and Ownership. Immediately after completing the

Alterations, Tenant will furnish Landlord with full and final lien waivers covering all labor and materials
expended and used in connection with the Alterations. Tenant will remove any Alterations Tenant
constructs in violation of this Article 8 within ten (10) days after Landlord’s written request and in any
event prior to the expiration or earlier termination of this Lease. All Alterations Tenant makes or installs
(including all telephone, computer and other wiring and cabling located within the walls of and outside the
Premises, but excluding Tenant’s movable trade fixtures, furniture and equipment) shall remain the property
of Tenant, but Tenant may not modify, alter, or remove such Alterations, without the prior written consent
of Landlord, which may be granted or withheld in Landlord’s sole and absolute discretion. Notwithstanding
the above, upon Landlord’s request Tenant will remove the Alterations upon the expiration of the Lease
Term and repair any damage caused by such removal and restore the Premises to the condition that the
Premises existed prior to the installation of such Alterations. If Landlord does not request Tenant to remove
the Alterations, Tenant will surrender the Alterations to Landlord upon the expiration or earlier termination
of this Lease at no cost to Landlord, and the Alterations, at such time, shall become the property of Landlord.
8.4 Liens. Tenant shall keep the Premises free from any liens arising out of any work
performed, materials furnished, or obligations incurred by or for Tenant. Tenant will notify Landlord in
writing 30 days prior to commencing any Alterations in order to provide Landlord the opportunity to record
and post notices of non-responsibility or such other protective notices available to Landlord under the Laws.
Tenant shall require any contractor or other person performing work on the Premises to be licensed by the
state in which the Premises are located and, if the applicable Alterations will cost more than $10,000, to
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obtain a performance, completion and payment bond naming Landlord as an additional obligee and
releasing the Premises from any lien claimed, which bond shall be in an amount equal to 150% of the
estimated cost of such work. If Tenant shall be in default in paying any charge for which a bond or other
lien claim has been filed and shall not have given Landlord security to protect the Premises, then Landlord,
without waiving its rights and remedies based upon such breach by Tenant and without releasing Tenant
from any obligation under this Lease, may, but shall not be obligated to, cause such liens to be released by
any means Landlord deems proper, including, but not limited to, paying the claim giving rise to the lien or
posting security to cause the discharge of the lien. Any costs and reasonable attorneys’ fees incurred by
Landlord in connection therewith, shall be immediately due and owing from Tenant to Landlord, as
Additional Rent. Tenant may contest the validity and/or amount of any lien imposed on the Premises,
provided Tenant has caused such lien to be released of record by the payment or posting of a proper bond
or secured amount. To the fullest extent allowable under the Laws, Tenant will release, indemnify, protect,
defend (with counsel reasonably acceptable to Landlord) and hold harmless the Landlord Parties and the
Property from and against any Claims in any manner relating to or arising out of any Alterations or any
other work performed, materials furnished or obligations incurred by or for Tenant or any person or entity
claiming by, through or under Tenant. The obligations of Tenant under this Section will survive the
expiration or earlier termination of this Lease.
ARTICLE 9
RIGHTS RESERVED BY LANDLORD
9.1 Landlord’s Entry. Landlord and its authorized representatives may at all reasonable times
and upon reasonable notice to Tenant enter the Premises to: (a) inspect the Premises; (b) show the Premises
to prospective purchasers, mortgagees and tenants; (c) post notices of non-responsibility or other protective
notices available under the Laws; or (d) exercise and perform Landlord’s rights and obligations under this
Lease. Landlord, in the event of any emergency, may enter the Premises without notice to Tenant.
Landlord’s entry into the Premises is not to be construed as a forcible or unlawful entry into, or detainer of,
the Premises or as an eviction of Tenant from all or any part of the Premises. Tenant will also permit
Landlord (or its designees) to erect, install, use, maintain, connect to, replace and repair pipes, ducts, cables,
conduits, plumbing and vents, and telephone, electric and other wires or other items, in, to and through the
Premises if Landlord determines that such activities are necessary or appropriate for properly operating and
maintaining the Building (including the servicing of other tenants in the Building) and Landlord shall have
the right at all times to transmit water, heat, air-conditioning and electric current through such pipes, ducts,
conduits, cables, plumbing, vents and wires.
9.2 Control of Property. Landlord reserves all rights respecting the Property not specifically
granted to Tenant under this Lease, including, without limitation, the right to: (a) change the name of the
Property; (b) designate and approve all types of signs, window coverings, and other aspects of the Premises
and its contents that may be visible from the exterior of the Premises; (c) grant any party the exclusive right
to conduct any business or render any service in the Property, provided such exclusive right to conduct any
business or render any service in the Property does not prohibit Tenant from any permitted use for which
Tenant is then using the Premises; (d) install and maintain pipes, ducts, conduits, wires and structural
elements in the Premises that serve other parts or other tenants of the Property; and (e) retain and receive
master keys or pass keys to the Premises and all doors in the Premises. Notwithstanding anything in this
Lease to the contrary, Landlord is not responsible for the security of persons or property on the Property
and Landlord is not and will not be liable in any way whatsoever for the security and safety associated with
the Property.
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ARTICLE 10
INSURANCE
10.1 Tenant’s Insurance Obligations. Tenant, at all times during the Lease Term and during
any early occupancy period, at Tenant’s sole cost and expense, will maintain the insurance this Section 10.1
describes.
10.1.1 General Liability with Dram Shop Insurance. Commercial general liability
insurance (providing coverage at least as broad as the current ISO form) with respect to the Premises and
Tenant’s activities in the Premises and upon and about the Property, on an “occurrence” basis, with
minimum limits of $1,000,000 each occurrence and $2,000,000 general aggregate. Such insurance must
include specific coverage provisions or endorsements (a) for broad form contractual liability insurance
insuring Tenant’s obligations under this Lease; (b) naming Landlord and Property Manager as additional
insureds by an “Additional Insured - Managers or Lessors of Premises” endorsement (or equivalent
coverage or endorsement); (c) waiving the insurer’s subrogation rights against all Landlord Parties; (d)
providing Landlord with at least 30 days prior notice of modification, cancellation, non-renewal or
expiration; and (e) expressly stating that Tenant’s insurance will be provided on a primary and non-
contributory basis. If Tenant provides such liability insurance under a blanket policy, the insurance must
be made specifically applicable to the Premises and this Lease on a “per location” basis. Such insurance
policy shall also include dram shop liability coverage of the greater of $3,000,000 or the statutorily
prescribed minimum coverage.
10.1.2 Property Insurance. At Tenant’s option, property insurance providing coverage

at least as broad as the current ISO Special Form (“all-risks”) policy in an amount not less than the full
insurable replacement cost of all of Tenant’s Improvements, Alterations, any Tenant’s trade fixtures and
other personal property within the Premises and including business income insurance covering at least nine
months loss of income from Tenant’s business in the Premises.
10.1.3 Insurance During Construction. During the period of any construction on, in or
about Premises by or at the request of Tenant, Tenant agrees to obtain, or require its contractor(s) to obtain,
and thereafter maintain so long as such construction activity is occurring, at least the following minimum
insurance coverage:
(a) Workers’ compensation - statutory limits;
(b) Employer’s liability - One Hundred Thousand Dollars ($100,000.00); and
(c) Commercial General Liability and Commercial Automobile Liability as follows: (i)
“Combined Single Limit” (covering personal injury liability, bodily injury liability, and
property damage liability) of not less than One Million Dollars ($1,000,000.00) for total
claims for any one occurrence; (ii) Independent Contractor’s Liability or Owner’s
Protective Liability with the same coverage as in (i) above; (iii) Products/Completed
Operations Coverage which shall be kept in effect for two (2) years after completion of
work; (iv) “XCU” Hazard coverage, if applicable; (v) “Broad Form” Property Damage
Endorsements; (vi) “Personal Injury” Endorsements; and (vii) “Blanket Contractual
Liability” Endorsement.
10.1.4 Other Insurance. Such other insurance as may be required by any Laws from
time to time or may reasonably be required by Landlord from time to time. If insurance obligations
generally required of tenants in similar space in the area in which the Premises is located increase or
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otherwise change, Landlord may likewise increase or otherwise change Tenant’s insurance obligations
under this Lease.
10.1.5 Miscellaneous Insurance Provisions. All of Tenant’s insurance will be written

by companies rated at least “A-VII” and otherwise reasonably satisfactory to Landlord. Tenant will deliver
a certified copy of each policy, or other evidence of insurance reasonably satisfactory to Landlord, (a) on
or before the Commencement Date (and prior to any earlier occupancy by Tenant), (b) not later than ten
(10) days prior to the expiration of any current policy or certificate, and (c) at such other times as Landlord
may reasonably request. If Landlord allows Tenant to provide evidence of insurance by certificate, Tenant
will deliver an ACORD Form 27 certificate and will attach or cause to be attached to the certificate copies
of the endorsements this Section 10.1 requires (including, but without limitation, the “additional insured”
endorsement).
10.1.6 Tenant’s Waiver and Release of Claims and Subrogation. To the extent not
prohibited by Laws, Tenant, on behalf of Tenant and its insurers, waives, releases and discharges the
Landlord Parties from all Claims arising out of damage to or destruction of Tenant’s Alterations, trade
fixtures, other personal property or business, and any loss of use or business interruption, occasioned by
any fire or other casualty or occurrence whatsoever (whether similar or dissimilar), regardless whether any
such Claim results from the negligence or fault of any Landlord Party or otherwise, or whether such damage
occurs in conjunction with damage to or destruction of the Premises or Property. In addition, but subject
to the provisions of Article 11, Tenant waives any and all Claims against Landlord and the other Landlord
Parties for any damage to Tenant’s Alterations, trade fixtures, other personal property or business, and any
loss of use or business interruption, resulting directly or indirectly from (a) any existing or future condition,
defect, matter or thing in the Premises or on the Property, (b) any equipment or appurtenance becoming out
of repair, (c) any occurrence, act or omission of any Landlord Party, any other tenant or occupant of the
Building or any other person. This Section applies especially, but not exclusively, to damage caused by the
flooding by refrigerators, sprinkling devices, air conditioning apparatus, water, snow, frost, steam,
excessive heat or cold, falling plaster, broken glass, sewage, gas, odors, noise or the bursting or leaking of
pipes or plumbing fixtures. The waiver this Section describes applies regardless whether any such damage
results from an act of God, an act or omission of other tenants or occupants of the Property or an act or
omission of any other person. Tenant will look only to Tenant’s insurance coverage (regardless whether
Tenant maintains any such coverage or whether such coverage is available) in the event of any such Claim.
Tenant’s Alterations, trade fixtures, other personal property and all other property in Tenant’s care, custody
or control, is located at the Property at Tenant’s sole risk. Landlord is not liable for any damage to such
property or for any theft, misappropriation or loss of such property. Tenant is solely responsible for
providing such insurance as may be required to protect Tenant and the Tenant Parties against any injury,
loss, or damage to persons or property occurring in the Premises or at the Property, including, without
limitation, any consequential, special or expectation damages or any loss of business or profits from any
casualty or other occurrence at the Property. The obligations of Tenant under this Section survive the
expiration or earlier termination of this Lease. Tenant will cause all subtenants, concessionaires, licensees
and all others that may claim by through or under Tenant to waive all rights of subrogation against Landlord
pursuant to the terms set forth above. If Tenant fails to cause such parties to waive their rights of
subrogation against Landlord, Tenant agrees to indemnify, defend and hold harmless Landlord from any
claims made by such parties that would otherwise have been waived hereunder.
10.1.7 No Limitation. Landlord’s establishment of minimum insurance requirements is

not a representation by Landlord that such limits are sufficient and does not limit Tenant’s liability under
this Lease in any manner.
10.2 Landlord’s Insurance. Landlord may during the Lease Term maintain insurance this
Section 10.2 describes.
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10.2.1 Property Insurance. Property insurance in an amount not less than the full
insurable replacement cost of the Building insuring against loss or damage by fire and such other risks as
are covered by the current IS0 Special Form policy. Landlord, at its option, may obtain such additional
coverages or endorsements as Landlord deems appropriate or necessary, including, without limitation,
insurance covering foundation, grading, excavation and debris removal costs; business income and rents
insurance; earthquake insurance; flood insurance and other coverages. Landlord may maintain such
insurance in whole or in part under blanket policies. Such insurance will not cover or be applicable to any
property of Tenant within the Premises or otherwise located on the Property.
10.2.2 Liability Insurance. Commercial general liability insurance against claims for
bodily injury, personal injury, and property damage occurring at the Property in such amounts as Landlord
deems necessary or appropriate. Such liability insurance will protect only Landlord and, at Landlord’s
option, Landlord’s lender and some or all of the Landlord Parties, and does not replace or supplement the
liability insurance this Lease obligates Tenant to carry.
10.2.3 Landlord’s Waiver of Subrogation. Tenant will continue paying Rent without
any right of abatement to the extent Landlord does not receive rent interruption insurance proceeds, if
Tenant’s negligence or fault causes or contributes to any damage to the Premises or the Property. If
obtained, Landlord’s policy or policies of property insurance will permit releases of liability and will
provide for waiver of subrogation as provided in this Section.
10.3 Tenant’s Indemnification of Landlord. In addition to Tenant’s other indemnification

obligations in this Lease, but subject to Landlord’s agreements in Section 10.2, Tenant, to the fullest extent
allowable under the Laws, will indemnify, protect, defend (with counsel reasonably acceptable to Landlord)
and hold harmless the Landlord Parties from and against all Claims made by third parties (a) arising from
any breach or default by Tenant in the performance of any of Tenant’s covenants or agreements in this
Lease, (b) arising from any act, omission, negligence or misconduct of Tenant, (c) arising from any
accident, injury, occurrence or damage in, about or to the Premises, (d) arising from, to the extent caused
in whole or in part by Tenant, any accident, injury, occurrence or other damage in, about or to the Property,
(e) arising from proceedings instituted by Tenant or by or against any person holding any interest in the
Premises (other than Landlord) by, under or through Tenant to which Landlord Parties becomes or is made
a party to the extent that the proceedings arise in connection with an event caused in whole or in part by
Tenant; (f) arising from the foreclosure of any lien for labor or material furnished to or for Tenant or such
other person to which Landlord Parties becomes or is made a party; or (g) otherwise arising out of or
resulting from any act or omission of Tenant to which Landlord Parties becomes or is made a party. The
obligations of Tenant under this Section survive the expiration or earlier termination of this Lease.
10.4 Tenant’s Failure to Insure. Notwithstanding any contrary language in this Lease and any
notice and cure rights this Lease provides Tenant, if Tenant fails to provide Landlord with evidence of
insurance as required under Section 10.1.4, Landlord may assume that Tenant is not maintaining the
insurance Section 10.1 requires Tenant to maintain and Landlord may, but is not obligated to, without
further demand upon Tenant or notice to Tenant and without giving Tenant any cure right or waiving or
releasing Tenant from any obligation contained in this Lease, obtain such insurance for Landlord’s benefit.
In such event, Tenant will pay to Landlord, as Additional Rent, all costs and expenses Landlord incurs
obtaining such insurance. Landlord’s exercise of its rights under this Section does not relieve Tenant from
any default under this Lease.
ARTICLE 11
DAMAGE OR DESTRUCTION
11.1 Tenantable Within 180 Days. Except as provided in Section 11.3, if fire or other casualty
renders the whole or any material part of the Premises untenantable and Landlord determines (in Landlord’s
reasonable discretion) that it can make the Premises tenantable within 180 days after the date of the casualty,
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then Landlord will notify Tenant that Landlord will repair and restore the Building and the Premises to as
near their condition prior to the casualty as is reasonably possible within the 180 day period (subject to
delays caused by Tenant Delays or Force Majeure). Landlord will provide the notice within thirty (30)
days after the date of the casualty. In such case, this Lease remains in full force and effect, but, except as
provided in Section 11.2, all Rent for the period during which the Premises are untenantable shall abate pro
rata (based upon the square footage of the untenantable portion of the Premises as compared with the square
footage of the entire Premises).
11.2 Not Tenantable Within 180 Days. If fire or other casualty renders the whole or any
material part of the Premises untenantable and Landlord determines (in Landlord’s reasonable discretion)
that it cannot make the Premises tenantable within 180 days after the date of the casualty, then Landlord
will so notify Tenant within thirty (30) days after the date of the casualty and may, in such notice, terminate
this Lease effective on the date of Landlord’s notice. If Landlord does not terminate this Lease as provided
in this Section, Tenant may terminate this Lease by notifying Landlord within ten (10) days after the date
of Landlord’s notice, which termination will be effective thirty (30) days after the date of Tenant’s notice.
11.3 Building Substantially Damaged. Notwithstanding the terms and conditions of Section
11.1, if the Building is damaged or destroyed by fire or other casualty (regardless whether the Premises is
affected) and either (a) fewer than 15 months remain in the Lease Term, or (b) the damage reduces the value
of the improvements on the Property by more than 50% (as Landlord reasonably determines value before
and after the casualty), then regardless whether Landlord determines (in Landlord’s reasonable discretion)
that it can make the Building tenantable within 180 days after the date of the casualty, Landlord, at
Landlord’s option, by notifying Tenant within thirty (30) days after the casualty, may terminate this Lease
effective on the date of Landlord’s termination notice.
11.4 Insufficient Proceeds. Notwithstanding any contrary language in this Article 11, if this
Article obligates Landlord to repair damage to the Premises or building caused by fire or other casualty and
Landlord does not receive sufficient insurance proceeds (excluding any deficiency caused by the amount
of any policy deductible) to repair all of the damage, or if Landlord’s lender does not allow Landlord to use
sufficient proceeds to repair all of the damage, then Landlord, at Landlord’s option, by notifying Tenant
within thirty (30) days after the casualty, may terminate this Lease effective on the date of Landlord’s
notice.
11.5 Landlord’s Repair Obligations. If this Lease is not terminated under Sections 11.2
through 11.4 following a fire or other casualty, then Landlord will repair and restore the Premises and the
Building to as near their condition prior to the fire or other casualty as is reasonably possible with all
commercially reasonable diligence and speed (subject to delays caused by Tenant Delay or Force Majeure)
and, except as otherwise provided herein, Base Rent shall abate pro rata (based upon the square footage of
the untenantable portion of the Premises as compared with the square footage of the entire Premises). In
no event is Landlord obligated to repair or restore any Alterations or Tenant’s Improvements that are not
covered by Landlord’s insurance, any special equipment or improvements installed by Tenant, any personal
property, or any other property of Tenant.
11.6 Rent Apportionment Upon Termination. If either Landlord or Tenant terminates this
Lease under this Article 11, Landlord will apportion Base Rent and Additional Rent on a per diem basis
and Tenant will pay same to (a) the date of the fire or other casualty if the event renders the Premises
completely untenantable or (b) if the event does not render the Premises completely untenantable, the
effective date of such termination (provided that if a portion of the Premises is rendered untenantable, but
the remaining portion is tenantable, then, except as provided in Section 10.2.3, Tenant’s obligation to pay
Base Rent and Additional Rent abates pro rata [based upon the square footage of the untenantable portion
of the Premises divided by the square footage of the entire Premises] from the date of the casualty and
Tenant will pay the unabated portion of such to the date of such termination).
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11.7 Exclusive Casualty Remedy. The provisions of this Article 11 are Tenant’s sole and
exclusive rights and remedies in the event of a casualty. To the extent permitted by the Laws, Tenant
waives the benefits of any Law that provides Tenant any abatement or termination rights (by virtue of a
casualty) not specifically described in this Article 11. If this Lease is terminated as provided in this Article
11, neither party shall have any further obligation to the other party after the date of such termination,
except for any obligations that specifically survive the expiration or termination of this Lease as provided
herein.
ARTICLE 12
EMINENT DOMAIN
12.1 Termination of Lease. If a Condemning Authority desires to effect a Taking of all or any
material part of the Property, Landlord will notify Tenant and Landlord and Tenant will reasonably
determine whether the Taking will render the Premises unsuitable for Tenant’s intended purposes. If
Landlord and Tenant conclude that the Taking will render the Premises unsuitable for Tenant’s intended
purposes, Landlord and Tenant will document such determination and this Lease will terminate as of the
date the Condemning Authority takes possession of the portion of the Property taken. Tenant will pay Rent
to the date of termination. If a Condemning Authority takes all or any material part of the Building or if a
Taking reduces the value of the Property by 50% or more (as reasonably determined by Landlord),
regardless whether the Premises is affected, then Landlord, at Landlord’s option, by notifying Tenant prior
to the date the Condemning Authority takes possession of the portion of the Property taken, may terminate
this Lease effective on the date the Condemning Authority takes possession of the portion of the Property
taken.
12.2 Landlord’s Repair Obligations. If this Lease does not terminate with respect to the entire
Premises under Section 12.1 and the Taking includes a portion of the Premises, this Lease automatically
terminates as to the portion of the Premises taken as of the date the Condemning Authority takes possession
of the portion taken and Landlord will, at its sole cost and expense, restore the remaining portion of the
Premises to a complete architectural unit with all commercially reasonable diligence and speed and will
reduce the Base Rent for the period after the date the Condemning Authority takes possession of the portion
of the Premises taken to a sum equal to the product of the Base Rent provided for in this Lease multiplied
by a fraction, the numerator of which is the square footage of the Premises after the Taking and after
Landlord restores the Premises to a complete architectural unit, and the denominator of which is the square
footage of the Premises prior to the Taking. Tenant’s obligation to pay Base Rent shall abate on a
proportionate basis with respect to that portion of the Premises remaining after the Taking that Tenant is
unable to use during Landlord’s restoration for the period of time that Tenant is unable to use such portion
of the Premises.
12.3 Tenant’s Participation. Landlord is entitled to receive and keep all damages, awards or
payments resulting from or paid on account of a Taking relating to the Premises. Accordingly, Tenant
waives and assigns to Landlord any interest of Tenant in any such damages, awards or payments. Tenant
may prove in any condemnation proceedings and may receive any separate award for damages to or
condemnation of Tenant’s movable trade fixtures and equipment and for moving expenses; provided
however, that Tenant has no right to receive any award for its interest in this Lease or for loss of leasehold.
12.4 Exclusive Taking Remedy. The provisions of this Article 12 are Tenant’s sole and
exclusive rights and remedies in the event of a Taking of any portion of the Property. To the extent
permitted by the Laws, Tenant waives the benefits of any Law that provides Tenant any abatement or
termination rights or any right to receive any payment or award (by virtue of a Taking) not specifically
described in this Article 12.
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ARTICLE 13
TRANSFERS
13.1 Restriction on Transfers.
13.1.1 General Prohibition. Tenant will not cause or suffer a Transfer without obtaining
Landlord’s prior written consent, which consent Landlord may grant or withhold in Landlord’s sole and
absolute discretion. Landlord may also, at Landlord’s option by notifying Tenant, recapture any portion of
the Premises that would be affected by such Transfer. Tenant’s request for consent to a Transfer must
describe in detail the parties, terms and portion of the Premises affected. Landlord will notify Tenant of
Landlord’s election to consent, withhold consent and/or recapture within thirty (30) days after receiving
Tenant’s written request for consent to the Transfer. If Landlord consents to the Transfer, Landlord may
impose on Tenant or the transferee such conditions as Landlord, in its sole discretion, deems appropriate.
Tenant will, in connection with requesting Landlord’s consent, provide Landlord with a copy of any and
all documents and information regarding the proposed Transfer and the proposed transferee as Landlord
reasonably requests. No Transfer releases Tenant from any liability or obligation under this Lease and
Tenant remains liable to Landlord after such a Transfer as a principal and not as a surety. If Landlord
consents to any Transfer, Tenant will pay to Landlord, as Additional Rent, fifty percent (50%) of any
amount Tenant receives on account of the Transfer in excess of the amounts this Lease otherwise requires
Tenant to pay. In no event may Tenant cause or suffer a Transfer to another tenant of the Building or, if
applicable, any other part of another phase of the development. Consent to any Transfer will not be deemed
consent to any subsequent Transfer. Any attempted Transfer in violation of this Lease is null and void and
constitutes a breach of this Lease.
13.2 Landlord’s Rights. In the event Tenant sublets the Premises and Tenant defaults
hereunder, Tenant hereby assigns to Landlord any and all rent due from any such subtenant to pay the rent
due under the sublease directly to Landlord. If Landlord consents to a Transfer, Landlord may condition
its consent upon the entry by such transferee into an agreement (in form and substance satisfactory to
Landlord) with Landlord, by which such transferee assumes all of Tenant’s obligations hereunder. Each
assignee or transferee shall assume all obligations of the Tenant under this Lease and shall be and remain
liable jointly and severally with Tenant for the payment of rent, and for the due performance of all the
terms, covenants, conditions and agreements herein contained on Tenant’s part to be performed for the
Lease Term of this Lease, including payment of the full amount of rent set forth in the assignment or
sublease. No assignment shall be binding on Landlord unless such assignee or Tenant shall deliver to
Landlord a counterpart of such assignment and an instrument in recordable form which contains a covenant
of assumption by the assignee satisfactory in substance and form to Landlord consistent with the above
requirements (but the failure or refusal of the assignee to execute such instrument of assumption shall not
release or discharge the assignee from its liability).
13.3 Costs. As consideration for Landlord’s review in connection with any Transfer, Tenant
shall pay, as Additional Rent, Landlord a review fee (minimum fee of $500.00) reasonably estimated (as
determined by Landlord) to equal Landlord’s costs to review Tenant’s request for any Transfer, including,
without limitation, reasonable attorneys’ fees and costs, regardless whether Landlord consents to the
Transfer.
ARTICLE 14
DEFAULTS; REMEDIES
14.1 Events of Default. The occurrence of any of the following constitutes an “Event of
Default” by Tenant under this Lease:
14.1.1 Failure to Pay Rent. Tenant fails to pay Base Rent or any Additional Rent when
due.
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14.1.2 Failure to Perform. Tenant breaches or fails to perform any of Tenant’s non-
monetary obligations under this Lease and the breach or failure continues for a period of 30 days after
Landlord notifies Tenant of Tenant’s breach or failure; provided that if Tenant cannot reasonably cure its
breach or failure within a thirty (30) day period, Tenant’s breach or failure is not an Event of Default if
Tenant commences to cure its breach or failure within the 30 day period and thereafter diligently pursues
the cure and effects the cure within a period of time that does not exceed sixty (60) days after the expiration
of the 30 day period. Notwithstanding any contrary language contained in this Section 14.1.2. Tenant is
not entitled to any notice or cure period before an incurable breach of this Lease (or failure) becomes an
Event of Default.
14.1.3 Failure to Conduct Business. There is a Failure to Conduct Business from the
Premises by Tenant.
14.1.4 Execution of Estoppel Certificate/Subordination Agreement. Tenant fails to

deliver a signed estoppel certificate or subordination agreement as requested by Landlord within the period
described in Article 15 below;
14.1.5 Unauthorized Transfer. Tenant Transfers this Lease or any rights under this Lease
in violation of Article 14 hereof.
14.1.6 Misrepresentation. The existence of any material misrepresentation or omission

in any financial statements, correspondence or other information provided to Landlord by or on behalf of
Tenant or any Guarantor in connection with (a) Tenant’s negotiation or execution of this Lease; (b)
Landlord’s evaluation of Tenant as a prospective tenant at the Property; (c) any proposed or attempted
Transfer; or (d) any consent or approval Tenant requests under this Lease.
14.1.7 Judgment. The obtainment by Landlord of a judgment against Tenant by a court

of competent jurisdiction that Tenant has breached a provision of this Lease, regardless of whether such
judgment is in the form of declaratory relief, injunctive relief or monetary damages, and Tenant fails to
comply with such judgment within thirty (30) days. If the nature of such default is such that the same cannot
be cured within such thirty (30) day period, Tenant shall not be deemed to be in default if Tenant shall
within such period promptly commenced such cure and thereafter diligently prosecutes the same to
completion.
14.1.8 Improper Use. Tenant uses the Premises, or permits the Premises to be used, for
any restricted or prohibited use or any use not permitted under this Lease or violates any term or condition
of Article 4 or 7 hereof, and Tenant fails to correct such violation within ten (10) days after receipt of a
notice from Landlord specifying such violation.
14.1.9 Intentionally Deleted.
14.1.10 Other Defaults. (a) Tenant makes a general assignment or general arrangement
for the benefit of creditors; (b) a petition for adjudication of bankruptcy or for reorganization or
rearrangement is filed by Tenant; (c) a petition for adjudication of bankruptcy or for reorganization or
rearrangement is filed against Tenant and is not dismissed within 60 days; (d) a trustee or receiver is
appointed to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s
interest in this Lease and possession is not restored to Tenant within 30 days; or (e) substantially all of
Tenant’s assets, substantially all of Tenant’s assets located at the Premises or Tenant’s interest in this Lease
is subjected to attachment, execution or other judicial seizure not discharged within 30 days. If a court of
competent jurisdiction determines that any act described in this Section does not constitute an Event of
Default, and the court appoints a trustee to take possession of the Premises (or if Tenant remains a debtor
in possession of the Premises) and such trustee or Tenant Transfers Tenant’s interest hereunder, then
Landlord is entitled to receive, as Additional Rent, the amount by which the Rent (or any other
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consideration) paid in connection with the Transfer exceeds the Rent otherwise payable by Tenant under
this Lease.
14.2 Remedies. Upon the occurrence of any Event of Default, Landlord, at any time and from
time to time, and without preventing Landlord from exercising any other right or remedy, may exercise any
one or more of the following remedies:
14.2.1 Termination of Tenant’s Possession; Re-entry and Reletting Right. Terminate

Tenant’s right to possess the Premises by any lawful means with or without terminating this Lease, in which
event Tenant will immediately surrender possession of the Premises to Landlord. Unless Landlord
specifically states that it is terminating this Lease, Landlord’s termination of Tenant’s right to possess the
Premises is not to be construed as an election by Landlord to terminate this Lease or Tenant’s obligations
and liabilities under this Lease. In such event, this Lease continues in full force and effect (except for
Tenant’s right to possess the Premises) and Tenant continues to be obligated for and must pay all Rent as
and when due under this Lease. If Landlord terminates Tenant’s right to possess the Premises, Landlord is
not obligated to but may lawfully re-enter the Premises and remove all persons and property from the
Premises. Landlord may store any property Landlord removes from the Premises and in a public warehouse
or elsewhere at the cost and for the account of Tenant. Upon such re-entry, Landlord is not obligated to but
may relet all or any part of the Premises to a third party or parties for Tenant’s account. Tenant is
immediately liable to Landlord for all Re-entry Costs and must pay Landlord the same within five days
after Landlord’s notice to Tenant. Landlord may relet the Premises for a period shorter or longer than the
remaining Term. If Landlord relets all or any part of the Premises, Tenant will continue to pay Rent when
due under this Lease and Landlord will refund to Tenant the net Rent Landlord actually receives from the
reletting up to a maximum amount equal to the Rent Tenant paid that came due after Landlord’s reletting.
If the Net Rent Landlord actually receives from reletting exceeds such Rent, Landlord will apply the excess
sum to future Rent due under this Lease. Landlord may retain any surplus Net Rent remaining at the
expiration of the Lease Term.
14.2.2 Termination of Lease. Terminate this Lease effective on the date Landlord
specifies in its termination notice to Tenant. Upon termination, Tenant will immediately surrender
possession of the Premises to Landlord. If Landlord terminates this Lease, Landlord may recover from
Tenant and Tenant will pay to Landlord on demand all damages Landlord incurs by reason of Tenant’s
default, including, without limitation, (a) all Rent due and payable under this Lease as of the effective date
of the termination; (b) any amount necessary to compensate Landlord for any detriment proximately caused
Landlord by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course
would likely result from Tenant’s failure to perform, including, but not limited to, any re-entry costs; (c) an
amount equal to the difference between the present worth, as of the effective date of the termination, of the
Rent for the balance of the Lease Term remaining after the effective date of the termination (assuming no
termination) and the present worth, as of the effective date of the termination, of a fair market Rent for the
Premises for the same period (as Landlord reasonably determines the fair market Rent), and (d) Tenant’s
Share of Expenses to the extent Landlord is not otherwise reimbursed for such Expenses. For purposes of
this Section, Landlord will compute present worth by utilizing a discount rate of 6% per annum. Nothing
in this Section limits or prejudices Landlord’s right to prove and obtain damages in an amount equal to the
maximum amount allowed by the Laws, regardless whether such damages are greater than the amounts set
forth in this Section.
14.2.3 Self Help. Perform the obligation on Tenant’s behalf without waiving Landlord’s
rights under this Lease, at law or in equity and without releasing Tenant from any obligation under this
Lease. Tenant shall pay to Landlord, as Additional Rent, all sums Landlord pays and obligations Landlord
incurs on Tenant’s behalf under this Section.
14.2.4 Other Remedies. Any other right or remedy available to Landlord under this
Lease, at law or in equity, including, without limitation, the right to injunctive and declaratory relief.
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14.3 Costs. Tenant will reimburse and compensate Landlord on demand and as Additional Rent
for any actual loss Landlord incurs in connection with, resulting from or related to any breach or default of
Tenant under this Lease, regardless whether the breach or default constitutes an Event of Default, and
regardless whether suit is commenced or judgment is entered. Such loss includes all reasonable legal fees,
costs and expenses Landlord incurs investigating, negotiating, settling or enforcing any of Landlord’s rights
or remedies or otherwise protecting Landlord’s interests under this Lease. In addition to the foregoing,
Landlord is entitled to reimbursement of all of Landlord’s fees, expenses and damages, including, but not
limited to, reasonable attorneys’ fees and other professional fees and expenses, Landlord incurs in
connection with protecting its interests in any bankruptcy or insolvency proceeding involving Tenant,
including, without limitation, any proceeding under any chapter of the Bankruptcy Code; by exercising and
advocating rights under Section 365 of the Bankruptcy Code; by proposing a plan of reorganization and
objecting to competing plans; and by filing motions for relief from stay. Such fees and expenses are payable
on demand, or, in any event, upon assumption or rejection of this Lease in bankruptcy.
14.4 Bankruptcy Proceedings. If as a matter of law, Landlord has no right on Tenant’s

bankruptcy to terminate this Lease, then the provisions of this Article 15 shall be interpreted in a manner
which results in a termination of this Lease in each and every instance, and to the fullest extent and at the
earliest moment that such termination is permitted under the federal and state bankruptcy laws, it being of
prime importance to landlord to deal only with tenants who have, and continue to have, a strong degree of
financial strength and financial stability. If Tenant, as debtor, or its trustee, wishes to assume or assign this
Lease, in addition to curing or adequately assuring the cure of all defaults existing under this Lease on
Tenant’s part on the date of filing of the proceedings (such assurances being described below), Tenant, as
debtor, or its trustee, must also furnish adequate assurance of future performance under this Lease.
Adequate assurance of curing defaults means depositing with Landlord a sum in cash sufficient to defray
the costs of curing all existing defaults. Adequate assurance of future performance under this Lease means
depositing a sum equal to three months’ Rent including all other charges payable by Tenant hereunder, and
in the case of an assignee, assuring Landlord that the assignee is financially capable of assuming this Lease
and that its use of the Premises will be as provided in this Lease and for no other use. In a bankruptcy
reorganization, the debtor or trustee must assume this Lease or assign it within sixty (60) days from the
filing of the proceeding or it shall be deemed to have irrevocably rejected and terminated this Lease. If this
Lease is assumed by a bankruptcy trustee appointed for Tenant or by Tenant as debtor-in-possession and
thereafter Tenant is liquidated or files a subsequent petition for reorganization pursuant to the bankruptcy,
then Landlord may, at its option, terminate this Lease and all rights of Tenant hereunder, by giving Tenant
written notice of its election to so terminate no later than thirty (30) days after the occurrence of either of
such events. When, pursuant to a bankruptcy, a trustee or debtor-in-possession shall be obligated to pay
reasonable use and occupancy charges for the use of the Premises or any portion thereof, such charges shall
not be less than all Rent and other monetary obligations of Tenant hereunder and shall be payable, to the
fullest extent permitted by the bankruptcy, within the time periods provided in this Lease.
14.5 Waiver and Release by Tenant. Tenant waives and releases all Claims that Tenant may
have resulting from Landlord’s re-entry and taking possession of the Premises by any lawful means and
removing and storing Tenant’s property as permitted under this Lease regardless whether this Lease is
terminated, and, to the fullest extent allowable under the Laws, Tenant will release, indemnify, defend (with
counsel reasonably acceptable to Landlord), protect and hold harmless the Landlord Parties from and
against any and all Claims occasioned thereby. No such reentry is to be considered or construed as a
forcible entry by Landlord.
14.6 Landlord’s Default. If Landlord defaults in the performance of any of its obligations
under this Lease, Tenant will notify Landlord of the default and Landlord will have thirty (30) days after
receiving such notice to cure the default. If Landlord is not reasonably able to cure the default within a
thirty (30) day period, Landlord will have an additional reasonable period of time to cure the default as long
as Landlord commences the cure within the thirty (30) day period and thereafter diligently pursues the cure.
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In no event is Landlord liable to Tenant or any other person for consequential, special, expectation, or
punitive damages, including, without limitation, lost profits.
14.7 No Waiver. Except as specifically set forth in this Lease, no failure by Landlord or Tenant
to insist upon the other party’s performance of any of the terms of this Lease or to exercise any right or
remedy upon a breach thereof, constitutes a waiver of any such breach or of any breach or default by the
other party in its performance of its obligations under this Lease. No acceptance by Landlord of full or
partial Rent from Tenant or any third party during the continuance of any breach or default by the other
party in its performance of its obligations under this Lease constitutes Landlord’s waiver of any such breach
or default. Except as specifically set forth in this Lease, none of the terms of this Lease to be kept, observed
or performed by a party to this Lease, and no breach thereof, are waived, altered or modified except by a
written instrument executed by the other party. One or more waivers by a party to this Lease is not to be
construed as a waiver of a subsequent breach of the same covenant, term or condition.
ARTICLE 15
CREDITORS; ESTOPPEL CERTIFICATES
15.1 Subordination. This Lease, all rights of Tenant in this Lease, and all interest or estate of
Tenant in the Property, is subject and subordinate at all times to the lien of any existing or future Mortgage.
This clause shall be self-operative, and no further instrument of subordination shall be required to effect
the subordination of this Lease. Nonetheless, in confirmation of such subordination, Tenant, on Landlord’s
demand, will execute and deliver to Landlord or to any other person Landlord designates any instruments,
releases or other documents reasonably required to confirm the self-effectuating subordination of this Lease
as provided in this Section to the lien of any Mortgage, and Tenant hereby appoints Landlord the attorney-
in-fact of Tenant, irrevocably, to execute and deliver any such instrument(s) for Tenant. The lien of any
existing or future Mortgage will not cover Tenant’s moveable trade fixtures or other personal property of
Tenant located in or on the Premises. The holder of any Mortgage encumbering the Property shall have the
right, unilaterally, at any time to subordinate fully or partially its Mortgage to this Lease on such terms and
subject to such conditions as such holder may consider appropriate in its discretion. Upon request, Tenant
shall execute and deliver an instrument confirming any such full or partial subordination. Tenant will
deliver any agreements required herein to Landlord within 10 Business Days after Landlord’s request. If
Tenant refuses to sign the form of instrument requested by Landlord to document the subordination of this
Lease and/or attempts to negotiate the terms of such instrument, or if Tenant request a Mortgagee to execute
a non-disturbance agreement or any other document, Tenant will reimburse Landlord, as additional rent,
for the reasonable fees as determined by Landlord associated with Tenant’s actions or request, including,
without limitation, reasonable attorneys’ fees and costs, regardless whether such instruments are executed.
15.2 Attornment. If any ground lessor, holder of any Mortgage at a foreclosure sale or any
other transferee acquires Landlord’s interest in this Lease, the Premises, the Building, or the Property,
Tenant will attorn to the transferee of or successor to Landlord’s interest in this Lease, the Premises, the
Building or the Property (as the case may be) and recognize such transferee or successor as landlord under
this Lease. Tenant waives the protection of any statute or rule of law that gives or purports to give Tenant
any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s
interest.
15.3 Mortgagee Protection Clause. Tenant will give the holder of any Mortgage, by registered
mail, a copy of any notice of default Tenant serves on Landlord, provided that Landlord or the holder of
the Mortgage previously notified Tenant (by way of notice of assignment of rents and leases or otherwise)
of the address of such holder. Tenant further agrees that if Landlord fails to cure such default within the
time provided for in this Lease, then Tenant will provide written notice of such failure to such holder and
such holder will have an additional thirty (30) days within which to cure the default. If the default cannot
be cured within the additional 30 day period, then the holder will have such additional time as may be
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necessary to effect the cure if, within the 30 day period, the holder has commenced and is diligently pursuing
the cure (including without limitation commencing foreclosure proceedings if necessary to effect the cure).
15.4 Estoppel Certificates.
15.4.1 Contents. Upon Landlord’s written request, Tenant will execute, acknowledge
and deliver to Landlord a written statement in form satisfactory to Landlord certifying: (a) that this Lease
(and all guaranties, if any) is unmodified and in full force and effect (or, if there have been any
modifications, that this Lease is in full force and effect, as modified, and stating the modifications); (b) that
this Lease has not been canceled or terminated; (c) the last date of payment of Rent and the time period
covered by such payment; (d) whether there are then existing any breaches or defaults by Landlord under
this Lease known to Tenant, and, if so, specifying the same; (e) specifying any existing claims or defenses
in favor of Tenant against the enforcement of this Lease (or of any guaranties); and (f) such other factual
statements as Landlord, any lender, prospective lender, investor or purchaser may request. Tenant will
deliver the statement to Landlord within ten (10) days after Landlord’s request. Landlord may give any
such statement by Tenant to any lender, prospective lender, investor or purchaser of all or any part of the
Property and any such party may rely conclusively upon such statement as true and correct.
15.4.2 Failure to Deliver. If Tenant does not timely deliver the statement referenced in
Section 15.4.1 to Landlord, (a) Landlord may execute and deliver the statement to any third party on behalf
of Tenant, and (b) such failure constitutes an Event of Default under this Lease. Further, if Tenant so fails
to timely deliver the statement, Landlord and any lender, prospective lender, investor or purchaser may
conclusively presume and rely, except as otherwise represented by Landlord, (i) that the terms and
provisions of this Lease have not been changed; (ii) that this Lease has not been canceled or terminated;
(iii) that not more than one month’s Rent has been paid in advance; and (iv) that Landlord is not in default
in the performance of any of its obligations under this Lease. In such event, Tenant is estopped from
denying the truth of such facts.
ARTICLE 16
TERMINATION OF LEASE
16.1 Surrender of Premises. Tenant will surrender the Premises to Landlord at the expiration
or earlier termination of this Lease in good order, condition and repair, reasonable wear and tear, permitted
Alterations (unless Landlord requests Tenant to remove such Alterations) and damage by casualty or
condemnation excepted, and will surrender all keys to the Premises to Property Manager or to Landlord at
the place then fixed for Tenant’s payment of Rent or as Landlord or Property Manager otherwise direct.
Tenant will also inform Landlord of all combinations on locks, safes and vaults, if any, in the Premises or
on the Property. Tenant will at such time remove all of its fixtures, equipment and property from the
Premises and, if Landlord so requests, all specified Alterations and improvements Tenant placed on the
Premises. Tenant will promptly repair any damage to the Premises caused by such removal. If Tenant does
not surrender the Premises in accordance with this Section, Tenant will release, indemnify, defend (with
counsel reasonably acceptable to Landlord) protect and hold harmless Landlord from and against any Claim
resulting from Tenant’s delay in so surrendering the Premises, including, without limitation, any Claim
made by any succeeding occupant founded on such delay. All property of Tenant not removed on or before
the last day of the Lease Term is deemed abandoned. Tenant appoints Landlord as Tenant’s agent to
remove, at Tenant’s sole cost and expense, all of Tenant’s property from the Premises upon termination of
this Lease and to cause its transportation and storage for Tenant’s benefit, all at the sole cost and risk of
Tenant, and Landlord will not be liable for damage, theft, misappropriation or loss thereof or in any manner
in respect thereto.
16.2 Holding Over. If Tenant possesses the Premises after the Lease Term expires or is
otherwise terminated without executing a new lease but with Landlord’s written consent, Tenant is deemed
to be occupying the Premises as a tenant from month-to-month, subject to all provisions, conditions and
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obligations of this Lease applicable to a month-to-month tenancy, except that either Landlord or Tenant
may terminate the month-to-month tenancy at any time upon thirty (30) days’ prior written notice to the
other party. If Tenant possesses the Premises after the Lease Term expires or is otherwise terminated
without executing a new lease and without Landlord’s written consent, Tenant is deemed to be occupying
the Premises without claim of right (but subject to all terms and conditions of this Lease) and, in addition
to Tenant’s liability for failing to surrender possession of the Premises as provided in Section 16.1, Tenant
shall pay Landlord a charge for each day of occupancy after expiration of the Lease Term in an amount
equal to 150% Tenant’s then-existing Rent (on a daily basis). Acceptance by Landlord of Rent after such
expiration or earlier termination shall not constitute a consent to a holdover hereunder or result in a renewal.
The provisions of this Article are in addition to and do not affect Landlord’s right of reentry or any other
rights of Landlord hereunder or as otherwise provided by law.
ARTICLE 17
ADDITIONAL PROVISIONS
17.1 Initial Improvements. Tenant shall be solely responsible to obtain an unconditional

Certificate of Occupancy from the City and to make all desired and necessary improvements and alterations
(subject to approval by Landlord in accordance with Section 8.1) and shall fully fixture and stock the
Premises so that Tenant shall open for business to the public on or before the Commencement Date. In no
event shall Tenant be excused from the prompt payment of Rent or any other payments required under the
terms of this Lease as a result of Tenant’s failure or inability to open for business to the public on or before
the Commencement Date.
17.2 Security Deposit.
17.3.1 Amount. Concurrently with the execution of this Lease, Tenant shall deposit the
Security Deposit with Landlord as security for Tenant’s complete performance of all of Tenant’s obligations
under this Lease. Tenant is not entitled to receive any interest earned on the Security Deposit. Landlord
may retain the Security Deposit for the Lease Term. The Security Deposit is not an advance payment of
Rent by Tenant and does not constitute a measure of Landlord’s damages if Tenant defaults in the
performance of its obligations under this Lease.
17.3.2 Application of Security Deposit. If Tenant defaults in the performance of its

obligations under this Lease, Landlord may use, apply or retain all or any part of the Security Deposit to
pay Rent in arrears (if Tenant’s default is a Rent payment default) or to reimburse Landlord for any cost or
expense Landlord incurs because of Tenant’s default (if Tenant’s default is not a Rent payment default),
including, without limitation, all losses, costs, damages or Rent deficiencies Landlord incurs if Landlord
relets the Premises, regardless whether Landlord incurs such losses, costs, damages or Rent deficiencies
before or after re-entering the Premises. Any actions by Landlord against Tenant for Tenant’s default in
the performance of its obligations under this Lease are not limited to or restricted by the amount of the
Security Deposit or Landlord’s use or application of all or any part of the Security Deposit. Landlord’s use
or application of all or any part of the Security Deposit does not constitute Landlord’s waiver of any of
Landlord’s rights or remedies under this Lease or Landlord’s election of any specific remedy to the
exclusion of other remedies available to Landlord under this Lease, at law or in equity. If Landlord uses or
applies all or any part of the Security Deposit as provided in this Section 17.3.2, Tenant will pay to Landlord
on demand the amount Landlord so used or applied to be held by Landlord in the manner described in this
Section 17.3.2.
17.3.3 Assignment of Security Deposit. If Landlord sells or otherwise conveys the

Premises or the Property for non-collateral security purposes, Landlord will transfer the Security Deposit
to the transferee for the benefit of Tenant. Landlord is released from any obligation or liability to return
the Security Deposit to Tenant after such transfer and Tenant will look solely to the transferee for the return
of the Security Deposit.
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ARTICLE 18
MISCELLANEOUS PROVISIONS
18.1 Notices. All Notices must be in writing and must be sent by personal delivery, United
States registered or certified mail (postage prepaid) or by an independent overnight courier service,
addressed to the addresses specified in the Basic Terms or at such other place as either party may designate
to the other party by written notice given in accordance with this Section. Notices given by mail are deemed
delivered within three (3) days after the party sending the Notice deposits the Notice with the United States
Post Office. Notices delivered by courier are deemed delivered on the next business day after the day the
party delivering the Notice timely deposits the Notice with the courier for overnight (next day) delivery.
18.2 Transfer of Landlord’s Interest. If Landlord Transfers any interest in the Premises for
any reason other than collateral security purposes, the transferor is automatically relieved of all obligations
on the part of Landlord accruing under this Lease from and after the date of the Transfer, provided that the
transferor will deliver to the transferee any funds the transferor holds in which Tenant has an interest (such
as a security deposit). Landlord’s covenants and obligations in this Lease bind each successive Landlord
only during and with respect to its respective period of ownership. However, notwithstanding any such
Transfer, the transferor remains entitled to the benefits of Tenant’s indemnity and insurance obligations
(and similar obligations) under this Lease with respect to matters arising or accruing during the transferor’s
period of ownership.
18.3 Successors. The covenants and agreements contained in this Lease bind and inure to the
benefit of Landlord, its successors and assigns, bind Tenant and its successors and assigns and inure to the
benefit of Tenant and its permitted successors and assigns.
18.4 Captions and Interpretation. The captions of the Articles and Sections of this Lease are
to assist the parties in reading this Lease and are not a part of the terms or provisions of this Lease.
Whenever required by the context of this Lease, the singular includes the plural and the plural includes the
singular.
18.5 Relationship of Parties. This Lease does not create the relationship of principal and agent,
or of partnership, joint venture, or of any association or relationship between Landlord and Tenant other
than that of landlord and tenant. Nothing contained in this Lease shall be construed so as to confer upon
any other party the rights of a third party beneficiary, except rights contained herein for the benefit of a
mortgagee.
18.6 Entire Agreement; Amendment. The Basic Terms and all exhibits, addenda and
schedules attached to this Lease are incorporated into this Lease as though fully set forth in this Lease and
together with this Lease contain the entire agreement between the parties with respect to the improvement
and leasing of the Premises. All preliminary and contemporaneous negotiations, including, without
limitation, any letters of intent or other proposals and any drafts and related correspondence, are merged
into and superseded by this Lease. No subsequent alteration, amendment, change or addition to this Lease
shall be binding on Landlord or Tenant unless it is in writing and signed by the party to be charged with
performance. In the event of any amendment to this Lease, Landlord’s attorney shall prepare such
amendment and Tenant shall pay to Landlord, as Additional Rent, a reasonable estimate (as determined by
Landlord) of one-half of the costs associated with such amendment, including, without limitation,
reasonable attorneys’ fees and costs, regardless whether such amendment is executed.
18.7 Severability. If any covenant, condition, provision, term or agreement of this Lease is, to
any extent, held invalid or unenforceable, the remaining portion thereof and all other covenants, conditions,
provisions, terms and agreements of this Lease, will not be affected by such holding, and will remain valid
and in force to the fullest extent permitted by law.
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18.8 Landlord’s Limited Liability. Tenant will to look solely to Landlord’s interest in the
Property for recovering any judgment or collecting any obligation from Landlord or any other Landlord
Party. Tenant agrees that neither Landlord nor any other Landlord Party will be personally liable for any
judgment or deficiency decree.
18.9 Survival. All of Tenant’s obligations under this Lease (together with interest on payment
obligations) accruing prior to expiration or other termination of this Lease survive the expiration or other
termination of this Lease. Further, all of Tenant’s release, indemnification, defense and hold harmless
obligations under this Lease survive the expiration or other termination of this Lease, without limitation.
18.10 Attorneys’ Fees. If either Landlord or Tenant commences any litigation or judicial action
to determine or enforce any of the provisions of this Lease, the prevailing party in any such litigation or
judicial action is entitled to recover all of its costs and expenses (including, but not limited to, reasonable
attorneys’ fees, costs and expenditures) from the non-prevailing party.
18.11 Brokers. Landlord and Tenant each represents and warrants to the other that it has not had
any dealings with any realtors, brokers, finders or agents in connection with this Lease (except as may be
specifically set forth in the Basic Terms) and agrees to release, indemnify, defend and hold the other
harmless from and against any Claim based on the failure or alleged failure to pay any realtors, brokers,
finders or agents (other than any brokers specified in the Basic Terms) and from any cost, expense or
liability for any compensation, commission or changes claimed by any realtors, brokers, finders or agents
(other than any brokers specified in the Basic Terms) claiming by, through or on behalf of it with respect
to this Lease or the negotiation of this Lease. Landlord will pay any brokers named in the Basic Terms in
accordance with the applicable listing agreement for the Property.
18.12 Governing Law. This Lease is governed by, and must be interpreted under, the internal
laws of the State of Utah. Any suit arising from or relating to this Lease must be brought in Salt Lake
County, Utah; Landlord and Tenant waive the right to bring suit elsewhere.
18.13 Time is of the Essence. Time is of the essence with respect to the performance of every
provision of this Lease in which time of performance is a factor.
18.14 Joint and Several Liability. All parties signing this Lease as Tenant and any Guarantor(s)
of this Lease are jointly and severally liable for performing all of Tenant’s obligations under this Lease.
18.15 Tenant’s Waiver. Any claim Tenant may have against Landlord for default in
performance of any of Landlord’s obligations under this Lease is deemed waived unless Tenant notifies
Landlord of the default within thirty (30) days after Tenant knew or should have known of the default.
18.16 Patriot Act Compliance. Tenant hereby represents and warrants to Landlord that Tenant:
(a) is in compliance with the Office of Foreign Assets Control sanctions and regulations promulgated under
the authority granted by the Trading with the Enemy Act, 12 U.S.C. § 95(a) et seq., and the International
Emergency Economic Powers Act, 50 U.S.C. § 1701 et seq., as the same apply to it or its activities; (b) is
in compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, as amended from time to time (the “Patriot Act”) and all
rules and regulations promulgated under the Patriot Act applicable to Tenant; and (c) (i) is not now, nor has
Tenant ever been, under investigation by any governmental authority for, nor has Tenant been charged with
or convicted of a crime under, 18 U.S.C. §§ 1956 or 1957 or any predicate offense thereunder; (ii) has never
been assessed a civil penalty under any anti-money laundering laws or predicate offenses thereunder; (iii)
has not had any of its funds seized, frozen, or forfeited in any action relating to any anti-money laundering
laws or predicate offenses thereunder; (iv) has taken such steps and implemented such policies as are
reasonably necessary to ensure that it is not promoting, facilitating, or otherwise furthering, intentionally
or unintentionally, the transfer, deposit, or withdrawal of criminally derived property, money, or monetary
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instruments which are (or which Tenant suspects or has reason to believe are) the proceeds of any illegal
activity or which are intended to be used to promote or further any illegal activity; and (v) has taken such
steps and implemented such policies as are reasonably necessary to ensure that it is in compliance with all
Laws and regulations applicable to its business for the prevention of money laundering and with anti-
terrorism Laws and regulations, with respect both to the source of funds from its investors and from its
operations, and that such steps include the development and implementation of an anti-money laundering
compliance program within the meaning of Section 352 of the Patriot Act, to the extent such a party is
required to develop such a program under the rules and regulations promulgated pursuant to Section 352 of
the Patriot Act. Neither Tenant nor any other person owning a direct or indirect, legal, or beneficial interest
in Tenant is in violation of the Executive Order or the Patriot Act. Neither Tenant nor any of its respective
constituents, investors (direct or indirect and whether or not holding a legal or beneficial interest), or
affiliates, acting or benefiting, directly or indirectly, in any capacity in connection with Landlord and/or the
Building or this Lease or any of the transactions contemplated hereby or thereby, is: (1) listed in the Annex
to, or otherwise subject to the provisions of, that certain Executive Order No. 13224 on Terrorist Financing,
effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons
Who Commit, Threaten to Commit or Support Terrorism (the “Executive Order”); (2) named as a
“specifically designated national (SDN)” on the most current list published by the U.S. Treasury
Department Office of Foreign Assets Control at its official website (http://www.treas.gov.ofac/t11sdn.pdf)
or at any replacement website or other replacement official publication of such list or that is named on any
other Governmental Authority list issued post 9/11/01; (3) acting, directly or indirectly for terrorist
organizations or narcotics traffickers, including those persons that are included on any relevant lists
maintained by the United Nations, North Atlantic Treaty Organization, Financial Action Task Force on
Money Laundering, U.S. Office of Foreign Assets Control, U.S. Securities and Exchange Commission,
U.S. Federal Bureau of Investigation, U.S. Central Intelligence Agency, U.S. Internal Revenue Service, all
as may be amended or superseded from time to time; or (4) owned or controlled by, or acting for or on
behalf of, any person described in clauses (1), (2), or (3) above (a “Prohibited Person”). None of the funds
or other assets of the Tenant constitute property of, or are beneficially owned, directly or indirectly, by any
person, entity, or government subject to trade restrictions under U.S. Law, including but not limited to: (x)
the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq.; (y) The Trading with the
Enemy Act, 50 U.S.C. App. 1 et seq.; and (z) any Executive Orders or regulations promulgated thereunder,
with the result that a sale by Tenant or other Persons (whether directly or indirectly), is prohibited by law
(an “Embargoed Person”). No Embargoed Person has any interest of any nature whatsoever in Tenant
(whether directly or indirectly); and none of the funds of Tenant have been derived from any unlawful
activity with the result that an investment in Tenant (whether directly or indirectly) or a sale by Tenant that
is prohibited by Law, or that execution, delivery, and performance of this Lease or any of the transactions
or other documents contemplated hereby or thereby is in violation of Law.
18.17 Authority; Enforceability. Each of the parties hereto represents and warrants to the other
party, that (a) it is an entity, duly organized, validly existing and in good standing, (b) it has the full corporate
power and authority to execute and deliver this Lease, and, (c) the execution, delivery and performance by it
of this Lease has been duly and validly authorized and no other proceeding is necessary to authorize the
execution, delivery or performance by it of this Lease.
18.18 Provisions are Covenants and Conditions. All provisions of this Lease, whether
covenants or conditions, are deemed both covenants and conditions.
18.19 Tenant Delay and Force Majeure. If Landlord is delayed or prevented from performing
any act required in this Lease (excluding, however, the payment of money) by reason of Tenant Delay or
Force Majeure, Landlord’s performance of such act is excused for the period of delay caused by such Tenant
Delay or Force Majeure and the period of the performance of any such act will be extended for a period
equivalent to such delay period.
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18.20 Management. Property Manager is authorized to manage the Property. Landlord
appointed Property Manager to act as Landlord’s agent for leasing, managing and operating the Property.
The Property Manager then serving is authorized to accept service of process and to receive and give notices
and demands on Landlord’s behalf.
18.21 Financial Statements. Tenant will, prior to Tenant’s execution of this Lease and within
ten (10) days after Landlord’s request at any time during the Lease Term, deliver to Landlord complete,
accurate and up-to-date financial statements with respect to Tenant and any Guarantor(s) or other parties
obligated upon this Lease, which financial statements must be (a) prepared according to generally accepted
accounting principles consistently applied, and (b) certified by an independent certified public accountant
or by Tenant’s (or Guarantor’s, as the case may be) chief financial officer that the same are a true, complete
and correct statement of Tenant’s (or Guarantor’s) financial condition as of the date of such financial
statements.
18.22 Quiet Enjoyment. Landlord covenants that Tenant will quietly hold, occupy and enjoy
the Premises during the Lease Term, subject to the terms and conditions of this Lease, free from molestation
or hindrance by Landlord or any person claiming by, through or under Landlord, if Tenant pays all Rent
as and when due and keeps, observes and fully satisfies all other covenants, obligations and agreements of
Tenant under this Lease.
18.23 No Recording. Tenant will not record this Lease or a memorandum of this Lease without
Landlord’s prior written consent, which consent Landlord may grant or withhold in its sole and absolute
discretion.
18.24 Nondisclosure of Lease Terms. The terms and conditions of this Lease constitute
proprietary information of Landlord that Tenant will keep confidential. Tenant’s disclosure of the terms
and conditions of this Lease could adversely affect Landlord’s ability to negotiate other leases and impair
Landlord’s relationship with other tenants. Accordingly, Tenant, without Landlord’s consent (which
consent Landlord may grant or withhold in its sole and absolute discretion), will not directly or indirectly
disclose the terms and conditions of this Lease to any other tenant or prospective tenant of the Property or
to any other person or entity other than Tenant’s employees and agents who have a legitimate need to know
such information (and who will also keep the same in confidence).
18.25 Consent. In consideration of each covenant made elsewhere in this Lease wherein
Landlord agrees not to unreasonably withhold its consent or approval, Tenant hereby releases Landlord and
waives all claims for any damages arising out of or connected with any alleged or claimed unreasonable
withholding of consent or approval.
18.26 Construction of Lease and Terms. The terms and provisions of this Lease represent the
results of negotiations between Landlord and Tenant, each of which are sophisticated parties and each of
which has been represented or been given the opportunity to be represented by counsel of its own choosing,
and neither of which has acted under any duress or compulsion, whether legal, economic or otherwise.
Consequently, the terms and provisions of this Lease must be interpreted and construed in accordance with
their usual and customary meanings, and Landlord and Tenant each waive the application of any rule of
law that ambiguous or conflicting terms or provisions contained in this Lease are to be interpreted or
construed against the party who prepared the executed Lease or any earlier draft of the same. Landlord’s
submission of this instrument to Tenant for examination or signature by Tenant does not constitute a
reservation of or an option to lease and is not effective as a lease or otherwise until Landlord and Tenant
both execute and deliver this Lease. The parties agree that, regardless of which party provided the initial
form of this Lease, drafted or modified one or more provisions of this Lease, or compiled, printed or copied
this Lease, this Lease is to be construed solely as an offer from Tenant to lease the Premises, executed by
Tenant and provided to Landlord for acceptance on the terms set forth in this Lease, which acceptance and
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the existence of a binding agreement between Tenant and Landlord may then be evidenced only by
Landlord’s execution of this Lease.
[SIGNATURE PAGE FOLLOWS]
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EXHIBIT A
TO
LEASE AGREEMENT
DEFINITIONS
“ADA” shall mean the Americans with Disabilities Act of 1990 (42 U.S.C. §§ 12101 to 12213), as amended
by the Americans with Disabilities Act Amendments of 2008 (Pub. L. No. 110-325).
“Additional Rent” means any charge, fee or expense (other than Base Rent) together with Common Area
Maintenance Expenses payable by Tenant under this Lease, however denoted.
“Affiliate” means any person or corporation that, directly or indirectly, controls, is controlled by or is under
common control with Tenant or Landlord, as the case may be. For purposes of this definition, “control”
means possessing the power to direct or cause the direction of the management and policies of the entity
by the ownership of a majority of the voting securities of the entity.
“Alteration” means any change, alteration, addition or improvement to the Premises or Property.
“Bankruptcy Code” means the United States Bankruptcy Code as the same now exists and as the same
may be amended, including any and all rules and regulations issued pursuant to or in connection with the
United States Bankruptcy Code now in force or in effect after the Effective Date.
“Base Rent” means the base rent amount specified in the Basic Terms for the Premises.
“Basic Terms” means the terms of this Lease identified as the “Basic Terms” before Article 1 of this Lease.
“City” means the City of Salt Lake City, Utah.
“Claims” means all claims, actions, demands, liabilities, damages, costs, penalties, forfeitures, losses or
expenses, including, without limitation, reasonable attorneys’ fees and the costs and expenses of enforcing
any indemnification, defense or hold harmless obligation under this Lease.
“Commencement Date” means the date specified in the Basic Terms.
“Common Area” means all areas and facilities outside the Premises and within the exterior boundaries of
the Property, including the parking area, that are not leased to other tenants and that are provided and
designated by Landlord, in its sole discretion, for the general use and convenience of Tenant and other
tenants, and their invitees, customers and the general public. Common areas include, without limitation,
pedestrian walkways, patios, landscaped areas, service corridors, restrooms, plazas, loading areas, trash
disposal areas, parking areas and roads.
“Common Area Maintenance Expenses” means (1) all costs of managing, operating, maintaining,
lighting, signing, painting, cleaning, repairing and replacing the Common Area (including, without
limitation, (a) all costs to provide the following services---pest control, trash, rubbish and snow removal,
drainage (including storm drains, sewer and water retention basins), and landscaping (provided, however,
that to the extent that the cost of any such replacements are required to be capitalized for federal income
tax purposes, the cost of such replacements, together with interest on the unamortized balance at the rate
paid by Landlord on funds borrowed to finance such replacements, or, if Landlord finances such
replacements out of Landlord’s funds without borrowing, the rate that Landlord would have paid to borrow
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4836-5412-9591.v2
such funds, as reasonably determined by Landlord shall be amortized over such useful life as Landlord shall
reasonably determine); (b) utilities and services (including telecommunications facilities and equipment,
recycling programs and trash removal), and associated supplies and materials, including the all related
charges or fees for, and taxes on, the furnishing of electricity, fuel, water, sewer, gas, oil and other utilities;
and (c) compensation (including employment taxes, workers’ compensation insurance, and fringe benefits)
for persons who perform duties in connection with the management, operation, maintenance and repair of
the Property, including any expense imposed upon Landlord, its contractors or subcontractors pursuant to
Laws or any collective bargaining agreement); (2) all costs and expenses associated with obtaining and
maintaining property (including coverage for earthquake and flood if carried by Landlord), liability, rental
income and other insurance relating to the Property, and expenditures for deductible amounts paid under
such insurance; (3) all costs of licenses, permits and inspections associated with the Common Area; (4) all
costs complying with the requirements of any Laws related to the Common Area, the Building, and the
Premises; (5) amortization of capital improvements required to comply with Laws, or which are intended
to reduce Common Area Maintenance Expenses or improve the utility, efficiency or capacity of any system
in the Building, with interest on the unamortized balance at the rate paid by Landlord on funds borrowed
to finance such capital improvements (or, if Landlord finances such improvements out of Landlord’s funds
without borrowing, the rate that Landlord would have paid to borrow such funds, as reasonably determined
by Landlord), over such useful life as Landlord shall reasonably determine; (6) market rate property
management fees (which may be paid to an affiliate of Landlord); (7) all costs associated with accounting,
legal and other professional services incurred in connection with the management and operation of the
Property (other than evictions and lease negotiations), and the calculation of Common Area Maintenance
Expenses; (8) a reasonable allowance for depreciation on machinery and equipment used in connection
with the management, operation, maintenance and repair of the Property and on other personal property
owned by Landlord in the Property (including window coverings and carpeting in the Common Area); (9)
all costs of contesting the validity or applicability of any Laws that may affect the Property; (10) all costs
of security systems and personnel as may be instituted at Landlord’s sole discretion; (11) all amounts paid
to contractors or subcontractors for work or services performed in connection with managing, operating,
maintaining and repairing the Common Area; and (12) any other expense or charge, whether or not
hereinbefore described, which in accordance with generally accepted property management practices would
be considered an expense of managing, operating, maintaining, cleaning, lighting, repairing and replacing
the Common Area.
“Condemning Authority” means any person or entity with a statutory or other power of eminent domain.
“Delivery Date” means the target date for Landlord’s delivery of the Premises to Tenant, which initially is
the delivery date specified in the Basic Terms.
“Dishonored Check” means any check or draft not honored for lack of sufficient funds or any other reason
by the institution upon which it was issued.
“Effective Date” means the date Landlord executes this Lease, as indicated on the signature page.
“Encumbrances” means any and all documents of record concerning the Property, including, but not
limited to, any Declaration of Covenants, Conditions and Restrictions, Reciprocal Easement Agreements,
Development Agreements, Easements, Restrictions, Ground Leases, Deeds of Trust, Mortgages and/or
Leases existing as of the date of this Lease or at any time in the future.
“Event of Default” means the occurrence of any of the events specified in Section 15.1 of this Lease.
“Failure to Conduct Business” means the following: (a) Tenant fails to take possession of the Premises
on the Commencement Date; (b) Tenant fails to open for business in the Premises fully fixtured, stocked
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4836-5412-9591.v2
and staffed on the Commencement Date; (c) Tenant vacates, abandons or deserts the Premises during the
Lease Term, (d) Tenant fails to continuously operate or conduct business from the Premises (except during
any period the Premises are rendered untenantable by reason of fire, casualty, permitted repairs or
alterations) for thirty (30) days in any ninety (90) day period, or (e) Tenant fails or refuses to operate its
business during the Operating Hours.
“Final Plans” means the final working drawings and specifications Landlord prepares for the Tenant’s
Improvements after receiving Tenant’s space plan for the Tenant’s Improvements.
“Force Majeure” means, without limitation, acts of God, fire, flood, riot, war, acts of terrorism, insurrection,
explosion, earthquake, governmental regulations, or other events beyond the party’s reasonable control, so long
as such cause or condition is not attributable in whole or in part to the act or omission of the party claiming
such cause or condition. A prompt written notice of a Force Majeure must be given by such party to the other.
If any Force Majeure should occur, then the obligations of the parties hereto shall be suspended for the period
during which performance is so prevented except as specifically provided otherwise in this Agreement. In the
event such cause(s) has not been cured after said period, the other party shall have the right to terminate this
Lease by providing written notice to the other party, and the parties shall be relieved of any and all obligations
hereunder except those which have accumulated to the date of such termination. In no event shall Tenant be
excused from the prompt payment of Rent or any other payments required under the terms of this Lease as a
result of Force Majeure.
“Guarantor” means any person or entity at any time providing a guaranty of all or any part of Tenant’s
obligations under this Lease.
“Hazardous Materials” means any of the following, in any amount: (a) any petroleum or petroleum
product, asbestos in any form, urea formaldehyde and polychlorinated biphenyls; (b) any radioactive
substance; (c) any toxic, infectious, reactive, corrosive, ignitable or flammable chemical or chemical
compound; and (d) any chemicals, materials or substances, whether solid, liquid or gas, defined as or
included in the definitions of “hazardous substances,” “hazardous wastes,” “hazardous materials,”
“extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “solid
waste,” or words of similar import in any federal, state or local statute, law, ordinance or regulation now
existing or existing on or after the Effective Date as the same may be interpreted by government offices
and agencies.
“Hazardous Materials Laws” means any federal, state or local statutes, laws, ordinances or regulations
now existing or existing after the Effective Date that control, classify, regulate, list or define Hazardous
Materials.
“Landlord Parties” means Landlord and Property Manager and their Affiliates, and the officers, directors,
partners, shareholders, members and employees of Landlord, Property Manager and their Affiliates.
“Landlord’s Personal Property” shall have the meaning set forth in Section 7.2.3 of this Lease.
“Laws” means all laws, statutes, and ordinances (including building codes, zoning ordinances, and
regulations), rules, orders, directives, and requirements of all federal, state, county, municipal departments,
bureaus, boards, agencies, offices, commissions, and other subdivisions thereof, or of any official thereof,
or of any governmental, public or quasi-public authority, whether now or hereafter in force, which may be
applicable to the Property, the Building, or the Premises, or any part thereof, including, without limitation,
Hazardous Materials Laws, the ADA, the Utah Alcoholic Beverage Control Act, and OSHA.
“Lease” means this Lease Agreement, as the same may be amended or modified after the Effective Date.
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4836-5412-9591.v2
“Lease Term” means the Initial Term together with each applicable Renewal Term.
“Lease Year” means each consecutive 12-month period during the Lease Term, commencing on the
Commencement Date, except that if the Commencement Date is not the first day of a calendar month, then
the first Lease Year is a period beginning on the Commencement Date and ending on the last day of the
calendar month in which the Commencement Date occurs plus the following 12 consecutive calendar
months.
“Mortgage” means any mortgage, deed of trust, security interest or other security document of like nature
that at any time may encumber all or any part of the Property and any replacements, renewals, amendments,
modifications, extensions or refinancing thereof, and each advance (including future advances) made under
any such instrument.
“Notices” means all notices, demands or requests that may be or are required to be given, demanded or
requested by either party to the other as provided in this Lease.
“Operating Hours” means the hours Tenant is required to have the Premises open for business and on the
days as specified in the Basic Terms.
“Permitted Encumbrances” means all Mortgages, liens, easements, declarations, encumbrances,

covenants, conditions, reservations, restrictions and other matters now or after the Effective Date affecting
title to the Property.
“Premises” means that certain space described in the Basic Terms.
“Property” means collectively the Building, loading dock and walkways.
“Property Manager” means any agent Landlord may appoint from time to time to manage the Property.
“Rent” means, collectively, Base Rent and Additional Rent.
“Renewal Term” shall have the meaning set forth in Exhibit C.
“Rules and Regulations” means the rules and regulations attached to this Lease as Exhibit F as may be
amended and supplemented from time to time by Landlord.
“Security Deposit” means the amount identified as the “Security Deposit” in the Basic Terms, which
amount is payable by Tenant under this Lease.
“State” means the State of Utah.
“Substantial Completion” means the date that the City or other appropriate authority issues a conditional
or unconditional Certificate of Occupancy or similar document for the Premises.
“Taking” means the exercise by a Condemning Authority of its power of eminent domain on all or any
part of the Property, either by accepting a deed in lieu of condemnation or by any other manner.
“Tenant” means the tenant identified in this Lease and such Tenant’s permitted successors and assigns. In
any provision relating to the conduct, acts or omissions of “Tenant,” the term “Tenant” includes the tenant
identified in this Lease and such Tenant’s agents, employees, contractors, invitees, successors, assigns and
others using the Premises or on the Property with Tenant’s expressed or implied permission.
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4836-5412-9591.v2
“Tenant Delays” means any delays caused or contributed to by Tenant, including, without limitation, with
respect to Tenant’s Improvements, Tenant’s failure to submit a space plan for Tenant’s Improvements,
Tenant’s failure to timely approve final plans and any delays caused by any revisions Tenant proposes to
the final plans.
“Tenant Parties” means Tenant and its Affiliates, and the officers, directors, partners, shareholders,
members, employees, contractors, suppliers, guests, customers and invitees of Tenant and its Affiliates.
“Term” means the initial term of this Lease specified in the Basic Terms and, if applicable, any renewal
term then in effect.
“Trade Name” means Tenant’s trade name specified in the Basic Terms.
“Transfer” means an assignment, mortgage, pledge, transfer, sublease or other encumbrance or

conveyance (voluntarily, by operation of law or otherwise) of this Lease or the Premises or any interest in
this Lease or the Premises. The term “Transfer” also includes any assignment, mortgage, pledge, transfer
or other encumbering or disposal (voluntarily, by operation of law or otherwise) of any ownership interest
in Tenant or any Guarantor that results or could result in a change of control of Tenant or any Guarantor.
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4836-5412-9591.v2
EXHIBIT B
TO
LEASE AGREEMENT
DIAGRAM OF PREMISES
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4836-5412-9591.v2
EXHIBIT C
TO
LEASE AGREEMENT
RENEWAL TERM
Tenant may, subject to the terms and conditions set forth below, extend the Initial Term for one (1)
periods of five (5) years (the “Renewal Term”) under the following terms and conditions:
1. This Lease must be in full force and effect and Tenant must not be in default in its
performance of any of its obligations under this Lease.
2. If Tenant desires to exercise its right to renew the Initial Term or the Renewal Term, as the
case may be, Tenant must give Landlord written notice no later than six (6) months prior to the expiration
of said Term.
3. Tenant must occupy the Premises during the Renewal Term on the same terms, covenants
and conditions described in this Lease, except that the Base Rent for the Renewal Term will be an amount
equal to the prevailing market Base Rent for the Premises on the date the Renewal Term commences in
relation to comparable (in quality, location and size) premises in the general market area where the Premises
is located of tenants possessing such premises during renewal terms, considering the location, quality and
age of the Building; the extent and quality of leasehold improvements (existing or to be provided); rent
abatements, if any; lease renewal term; the nature and extent of the services provided by Landlord; and
distinctions between “gross” and “net” leases. Landlord will initially determine the prevailing market Base
Rent and will notify Tenant of its determination within thirty (30) days after Tenant properly exercises its
Renewal Term option. Unless Tenant disputes in writing Landlord’s determination within fifteen (15) days
after receiving Landlord’s determination, Landlord’s determination is the prevailing market Base Rent rate
for the Renewal Term. If Tenant properly disputes Landlord’s determination, Landlord will, within ten
(10) days, appoint an appraiser that has at least five years full-time commercial appraisal experience and is
a member of the American Institute of Real Estate Appraisers. The appraiser will then determine with
reference to the standards this Exhibit describes, within 45 days after the appraiser’s appointment, whether
Landlord’s determination is reasonably close to the prevailing market Base Rent rate. If the appraiser
determines Landlord’s determination is reasonably close to the prevailing market Base Rent rate, then
Landlord’s determination shall be the prevailing market Base Rent rate for the Renewal Term. If the
appraiser determines Landlord’s determination of the prevailing market Base Rent rate is not reasonably
close to the prevailing market Base Rent rate, the appraiser shall make its own determination which shall
be the Base Rent rate for the Renewal Term. The parties will share equally any costs, fees and expenses
charged by the appraiser. The parties will separately pay their own counsel, experts and other
representatives. Notwithstanding any of the foregoing language to the contrary, in no event shall the Base
Rent amount for any Renewal Term be less than the Base Rent (exclusive of any temporary abatement)
payable by Tenant in the last full month of the Initial Term or the Renewal Term, as the case may be.
4. Upon Landlord’s request, Tenant shall, prior to commencement of the Renewal Term,
cause each owner and member of Tenant to execute and deliver to Landlord a Guaranty of Lease in the
form attached hereto as Exhibit E.
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4836-5412-9591.v2
EXHIBIT D
TO
LEASE AGREEMENT
Rules and Regulations
1. Tenant shall not, without Landlord’s prior written consent (i) make any changes to the
exterior of the Premises, (ii) install any exterior lighting, canopies or awnings, (iii) install any exterior
decorations or painting (iv) install any drapes, blinds, shades or other coverings on exterior windows and
doors (or change the type of window covering supplied with the Premises), (v) install any sign, window or
door lettering, placards, decorations or advertisements of any type which can be viewed from the exterior
windows and doors or from the interior of Landlord’s Building, or (vi) place anything or allow anything to
be placed near any window, door, partition, or wall which may appear unsightly from outside the Premises.
Any items installed or maintained in violation of this paragraph may be promptly removed by Landlord at
Tenant’s expense.
2. All signs, awnings, canopies, decorations, lettering or other items on the exterior of the
premises approved by Landlord and installed by Tenant shall be paid for by Tenant, kept in good repair and
in proper operating condition at all times, and shall be removed at the termination of this Lease and any
damage caused by such items or their removal shall be repaired at Tenant’s expense.
3. The directory or bulletin board, if applicable, of the Building shall be provided exclusively
for the display of the name and location of Tenant only and Landlord reserves the right to exclude any other
names therefrom.
4. The loading dock, sidewalks, halls, passages, exits, entrances, elevators and stairways and
Common Areas shall not be obstructed by Tenant or used by Tenant for any purpose other than for ingress
to and egress from the Premises. The halls, passages, exits, entrances, elevators and stairways are not for
the use of the general public and Landlord shall have the right to control and prevent access thereto by all
persons whose presence in the judgment of the Landlord shall be prejudicial to the safety, character,
reputation or interest of the Building and its tenants, provided that nothing herein contained shall be
construed to prevent such access to persons with whom Tenant normally deals in the ordinary course of
Tenant’s business unless such persons are engaged in illegal activities. No Tenant, employees or invitees
of Tenant, or any other person shall go upon the roof of the Building.
5. The toilets, urinals, wash bowls and other bathroom apparatus shall be used only for the
purposes for which they were intended and no foreign substance of any kind whatsoever shall be thrown
therein.
6. Tenant shall not deface the Premises or any part thereof without the consent of Landlord.
No boring, cutting or stringing wires shall be permitted without the prior written consent of the Landlord
and as Landlord may direct.
7. No furniture, freight or similar personal property shall be brought into the Building without
the consent of Landlord and shall be done at such time and such manner as Landlord shall designate. No
packages, supplies, equipment or merchandise will be received in the Building or carried up or down in the
elevators except during Normal Business Hours or with Landlord’s consent. All damage done to the
Building by moving any property shall be repaired at the expense of Tenant.
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4836-5412-9591.v2
8. Access to the Building or to the halls, corridors, elevators or stairways in the Building or
to the Premises may be refused unless the person seeking access is known to the employee or agent in
charge of the Building and has a pass or is properly identified. Landlord shall not be liable for any error
with regard to the admission to or exclusion from Landlord’s Building of any person or any loss or damage
caused thereby. Landlord reserves the right to exclude or expel from the Building any person who, in the
sole judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who may be in
violation of any of these Rules and Regulations.
9. The Premises not be used for storage of merchandise, for washing clothes, for sleeping or
other residential purposes, or for any improper, objectionable or immoral purposes.
10. Tenant, upon the Lease Termination Date or earlier expiration of this Lease, shall deliver
to the Landlord the keys or security cards which shall have been furnished the Tenant or which the Tenant
shall have had made, and in the event of loss of any keys or security cards, shall pay the Landlord for
changing any locks or codes.
11. Tenant shall not alter any lock or install any new or additional locks or any bolts on day
door in the Premises or in Landlord’s Building.
12. Safes and any other heavy objects shall be located within the Premises only in those areas
and on such supports as are designated by Landlord. Tenant shall not place any safes or heavy objects
within the Premises without first obtaining appropriate approval and direction from Landlord.
13. Tenant shall securely close and lock all doors and windows before leaving the Premises
and Landlord’s Building each day, shall insure that all water faucets and water apparatus and other
equipment within the Premises and Landlord’s Building are shut off so as to prevent waste and damage,
and shall likewise carefully turn off all electricity upon leaving the Premises each day.
14. Tenant shall not lay linoleum, tile, carpet or other similar floor covering so that the same
shall be affixed to the floor of the Premises in any manner except as approved by Landlord in advance.
15. Any special requirements of Tenant will be attended to only upon written request to
Landlord. Employees or agents of Landlord shall not perform any work outside of their regular duties
unless under special instructions from the Landlord, and no employee will admit any person (Tenant or
otherwise) to any office without specific instructions from the Landlord.
16. No vending machines shall be installed, maintained or operated upon the Premises unless
approved by Landlord.
17. Tenant shall not disturb, solicit, or canvass any other Tenant of Landlord’s Building.
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4836-5412-9591.v2
EXHIBIT E
TO
LEASE AGREEMENT
FORM OF GUARANTY
In order to induce New York Building, LLC, a Utah limited liability company (“LANDLORD”)
to enter into that certain Lease Agreement of even date herewith (the “Lease”) with Button Up Bar LLC, a
Utah limited liability company (“TENANT”), [________________________] (individually, a
“GUARANTOR”), hereby guarantees, promises, and undertakes as follows:
1. GUARANTOR unconditionally, absolutely, and irrevocably guarantees and promises to pay to

LANDLORD, or order, on demand, in lawful money of the United States, any and all present or future
indebtedness and/or obligations of TENANT now or hereafter existing or arising under the Lease (the
“Guarantied Obligations”). Without limiting the generality of the foregoing, the Guarantied Obligations
include all amounts that constitute part of the Guarantied Obligations and would be owed by TENANT to
LANDLORD under the Lease but for the fact that they are unenforceable or not allowable, including due
to the existence of a bankruptcy, reorganization or similar proceeding involving TENANT, GUARANTOR
or any other guarantor. If by settlement, judgment, or otherwise, LANDLORD pays any sum to a
bankruptcy trustee or debtor in possession of TENANT’s bankruptcy estate arising from a preference claim
or other claim under Chapter 5 of the United States Bankruptcy Code, the Guarantied Obligations shall
include any such sums paid by LANDLORD.
2. This Guaranty shall remain in full force and effect until the Lease shall have been terminated
and all of the Guarantied Obligations shall have been paid in full, and GUARANTOR agrees that nothing
shall discharge or satisfy its obligations created hereunder except the foregoing. To the maximum extent
permitted by law, GUARANTOR hereby waives any right to revoke this Guaranty as to future Guarantied
Obligations.
3. In the event that TENANT fails to make a payment of any of the Guarantied Obligations on or
prior the due date thereof, GUARANTOR immediately shall cause such payment to be made. This
Guaranty is a primary and original obligation of GUARANTOR, is not merely the creation of a surety
relationship, and is an absolute, unconditional, and continuing guaranty of payment which shall remain in
full force and effect without respect to future changes in conditions. GUARANTOR hereby agrees that it
is directly, jointly and severally with any other guarantor of the Guarantied Obligations liable to
LANDLORD and that a separate action or actions may be brought and prosecuted against GUARANTOR,
whether action is brought against TENANT or whether TENANT is joined in any such action or actions.
GUARANTOR agrees that any releases which may be given by LANDLORD to TENANT or any other
endorser or guarantor shall not release GUARANTOR from this Guaranty. As a condition to payment or
performance by GUARANTOR under this Guaranty, LANDLORD shall not be required to, and
GUARANTOR hereby waives any and all rights to require LANDLORD to prosecute or seek to enforce
any remedies against TENANT or any other party liable to LANDLORD on account of the Lease and/or
require LANDLORD to seek to enforce or resort to any remedies with respect to any security interest, liens,
or encumbrances granted to LANDLORD by TENANT or any other party on account of the Lease.
4. GUARANTOR agrees that this Guaranty shall not be impaired by any modification, supplement,
extension, accord and satisfaction, amendment, or termination of any contract or Lease to which
LANDLORD and TENANT are parties thereto, nor by any modification or release, nor by any Leases or
arrangements whatsoever with TENANT or anyone else.
5. GUARANTOR hereby authorizes LANDLORD, without notice or demand and without

affecting GUARANTOR’s liability hereunder, from time to time to (a) renew, compromise, extend,
4836-5412-9591.v2
accelerate, or otherwise change the terms of the Lease; (b) to release, substitute, agree not to sue, or deal
with any one or more of TENANT’s sureties, endorsers or other GUARANTORs on any terms or in any
manner LANDLORD may choose, and (c) assign, without notice, this Guaranty in whole or in part and/or
LANDLORD’s rights hereunder to anyone at any time. GUARANTOR agrees that LANDLORD may do
any or all of the foregoing in such manner, upon such terms, and at such times as LANDLORD, in its sole
discretion, deems advisable, without in any way or respect, impairing, affecting, reducing, or releasing
GUARANTOR from its undertakings hereunder, and GUARANTOR herby consents to each and all of the
foregoing acts, events, and/or occurrences.
6. GUARANTOR hereby waives any right to assert against LANDLORD any defense (legal or
equitable), set-off, counterclaim, and/or claim which GUARANTOR may now or at any time hereafter have
against TENANT.
GUARANTOR herby waives any defense arising by reason of any claim or defense based upon an
election of remedies by LANDLORD, which, in any manner, impairs, affects, reduces, releases, destroys,
and/or extinguishes GUARANTOR’s subrogation rights and rights to proceed against TENANT or against
any other person or security, including, without limitation, any defense based upon an election of remedies
by LANDLORD. GUARANTOR waives all presentments, demand for performance, notice of
nonperformance, protests, notices of protest, notices of dishonor, notices of default, notices of acceptance
of this Guaranty, notices of the existence, creation, or incurring of new or additional indebtedness, and all
other notices or formalities to which GUARANTOR may be entitled. GUARANTOR also waives any right
to a jury trial in any action hereunder or arising out of LANDLORD’s transactions with TENANT.
Any and all present and future debts and obligations of TENANT to GUARANTOR are hereby
postponed in favor of and subordinated to the full payment of the Lease by TENANT to LANDLORD.
GUARANTOR hereby expressly subordinates any claim GUARANTOR may have against TENANT, upon
any account whatsoever, to any claim that LANDLORD may now or hereafter have against TENANT. In
the event of insolvency and consequent liquidation of the assets of TENANT, through bankruptcy, by an
assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of TENANT
applicable to the payment of the claims of both LANDLORD and GUARANTOR shall be paid to
LANDLORD and shall be first applied by LANDLORD to the indebtedness and obligations of TENANT
to LANDLORD. GUARANTOR does hereby assign to LANDLORD all claims which it may have or
acquire against TENANT or against any assignee or trustee in bankruptcy of TENANT; provided however,
that such assignment shall be effective only for the purpose of assuring to LANDLORD full payment in
legal tender of the indebtedness and obligations of TENANT to LANDLORD.
7. GUARANTOR understands and agrees that the waivers set forth in this Guaranty are
unconditional and irrevocable waivers of substantive rights and defenses to which GUARANTOR might
otherwise be entitled under state and federal law, GUARANTOR acknowledges that GUARANTOR has
provided these waivers of rights and defenses with the intention that they be fully relied upon by
LANDLORD. GUARANTOR further understands and agrees that this Guaranty is a separate and
independent contract between GUARANTOR and LANDLORD, given for full and ample consideration,
and is enforceable on its own terms. Until all Guarantied Obligations are paid in full and the Lease has
been terminated, GUARANTOR waives any right to enforce any remedy GUARANTOR may have against
the TENANT or any other guarantor, surety, or other person, and further, GUARANTOR waives any right
to participate in any collateral for the indebtedness and obligations of TENANT to LANDLORD now or
hereafter held by LANDLORD.
8. If the incurrence or payment of the Guarantied Obligations or the obligations of GUARANTOR

under this Guaranty by GUARANTOR or the transfer by GUARANTOR to LANDLORD of any property
of GUARANTOR should for any reason subsequently be declared to be void or voidable under any state
or federal law relating to creditors’ rights, including provisions of relating to fraudulent conveyances,
preferences, or other voidable or recoverable payments of money or transfers of property (collectively, a
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4836-5412-9591.v2
“Voidable Transfer”), and if LANDLORD is required to repay or restore, in whole or in part, any such
Voidable Transfer, or elect to do so upon the reasonable advice of its counsel, then, as to any such Voidable
Transfer, or the amount thereof that LANDLORD is required or elect to repay or restore, and as to all
reasonable costs, expenses, and attorneys’ fees of LANDLORD related thereto, the liability of
GUARANTOR automatically shall be revived, reinstated, and restored and shall exist as though such
Voidable Transfer had never been made.
9. GUARANTOR is presently informed of the financial condition of TENANT and of all other
circumstances that a diligent inquiry would reveal and that bear upon the risk of nonperformance of the
Lease. GUARANTOR hereby promises that it will continue to keep itself informed of TENANT’s financial
condition and of all other circumstances which bear upon the risk of nonperformance of the Lease.
10. This Guaranty shall be binding upon the successors and assigns of GUARANTOR and shall
inure to the benefit of LANDLORD’s successors and assigns; provided, however, GUARANTOR shall not
assign this Guaranty or delegate any of its duties hereunder without LANDLORD’s prior written consent
and any unconsented to assignment shall be absolutely void. In the event of any assignment or other transfer
of rights by LANDLORD, the rights and benefits herein conferred upon LANDLORD shall automatically
extend and be vested in such assignee or other transferee.
11. This Guaranty, together with the Lease, constitutes the entire understanding and Lease of the
parties as to the matters set forth in this Guaranty. No modification, amendment, or change of this Guaranty
shall be effective for any purpose unless it is in writing and executed by all of the parties.
12. No remedy under this Guaranty or under the Lease is intended to be exclusive of any other
remedy, but each and every remedy shall be cumulative and in addition to any and every other remedy
given under this Guaranty or under the Lease, and those provided by law. No delay or omission by
LANDLORD to exercise any right under this Guaranty shall impair any such right nor be construed to be
a waiver thereof. No failure on the part of LANDLORD to exercise, and no delay in exercising, any right
under this Guaranty shall operate as a waiver thereof; nor shall any single or partial exercise of any right
under this Guaranty preclude any other or further exercise thereof or the exercise of any other right.
13. All parties signing this Guaranty or related Guaranty as Guarantor are jointly and severally
liable for performing all of Tenant’s obligations under the Lease.
14. GUARANTOR agrees to pay reasonable attorneys’ fees and all other costs and expenses that
may be incurred by LANDLORD in the enforcement of this Guaranty or in any way arising out of,
following, or consequential to the enforcement of the Lease, whether due under this Guaranty or otherwise.
15. All acts and transactions hereunder shall be governed by, construed and enforced in accordance
with the laws of the State of Utah, without regard to conflict of laws principles.
IN WITNESS WHEREOF, the undersigned has executed this Guaranty effective as of the date
below.
“GUARANTOR”
Signature:_________________________ Date:_____________, 20____
Print Name:_______________________
Address:
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4836-5412-9591.v2
Exhibit 2
Exhibit 3
201 South Main Street, Suite 1800 Kerry L. Owens
Salt Lake City, Utah 84111 A Professional Attorney at Law
Main 801.532.1234 Law Corporation Direct 801.536.6640
Fax 801.536.6111 KOwens@parsonsbehle.com
THREE-DAY NOTICE TO QUIT
VIA OVERNIGHT FEDEX DELIVERY AND POSTING ON PREMISES:
Button Up Bar LLC

60 West Market Street
Attn: Glen Ross Easthope
VIA EMAIL:
Mark L. Shurtleff
Shurtleff Law Firm
1974 South Texas St.
Salt Lake City, Utah 84108
mark@shurtlefflawfirm.com
Re: Lease Agreement dated June 22, 2019 by and between New York Building,
LLC (“Landlord”) and Button Up Bar LLC (“Tenant”) as amended by that
certain Lease Amendment and Forbearance Agreement dated June 24, 2022
(“Lease”) for certain premises located at 60 West Market Street, Salt Lake
City, Utah 84105 (the “Premises”) and guaranteed by Glen Ross Easthope
(“Guarantor”)
This office represents Landlord. The Three-Day Notice to Quit dated June 8, 2023 is
hereby withdrawn and superseded by this notice. TENANT IS HEREBY NOTIFIED this 3-Day
Notice to Quit or Pay Rent under Utah Code § 78B-6-802(1)(c) is to give Tenant notice that it is
in arrears on rent and other charges under the Lease in the amount of $51,590.00 in unpaid rent
and $22,847.44 in unpaid utility charges through June 1, 2023. The total amount due and owing
by Tenant is $74,437.74. Landlord hereby reserves the right to collect late fees and interest on
unpaid amounts pursuant to Section 2.3 of the Lease as well as attorney’s fees and costs pursuant
to Section 14.3 of the Lease, and any other expenses, losses and/or damage incurred by Landlord
as permitted by the Lease and under the law. Tenant is given the alternative to, within three (3)
days of service of this Notice, (i) pay the amounts due and owing under the Lease in full, as
described above, in certified funds, or (ii) deliver possession of the Premises to Landlord. Delivery
of possession must be by (i) affirmatively stating in a writing delivered to Landlord that Tenant
has delivered possession of the Premises to Landlord, and (ii) delivering all keys to the Premises
to Matt Forsgren at 48 West Market Street, Suite 225, Salt Lake City, Utah 84101.
4874-6202-0972.v2
Button Up Bar LLC
June 23, 2023
Page Two
TENANT IS FURTHER NOTIFIED that it is in default under the Lease because Tenant
has failed to operate the Premises in compliance with the Lease. Under Section 6 of the Lease
Amendment and Forbearance Agreement, Tenant has failed to “cause its customers and patrons to
not congregate, loiter or consume alcoholic beverages in the valet parking area or any other portion
of Landlord’s property.” Further, under Section 4.1 of the Lease, Tenant has used the Property or
knowingly permitted the Premises to be used in violation of applicable laws, and/or in a manner
that would “(c) cause injury or damage to the Property or to the person or property of any other
tenant on the Property; (d) cause substantial diminution in the value or usefulness of all or any part
of the Property (reasonable wear and tear excepted); (e) constitute a public or private nuisance or
waste; or (f) be a source of annoyance or embarrassment to Landlord or other tenants in the
Building.” As you are aware, there have been multiple shootings at the Premises and/or on
Landlord’s property, one occurring on April 4 and two others on June 4. The June 4 shootings
resulted in the death of one of Tenant’s patrons. The Salt Lake City Police Department has initiated
investigations into these shootings and indicated the shootings are gang related. Landlord has
received multiple complaints about Tenant’s business from other tenants and employees in the
building and adjacent property owners. The foregoing activities constitute a nuisance under the
Lease. Pursuant to Utah Code § 78B-6-802(f) and the terms of the Lease, Tenant is hereby directed
to vacate the Premises within three (3) calendar days, remove all items of personal property, and
deliver up possession and the keys to the Premises to Matt Forsgren at 48 West Market Street,
Suite 225, Salt Lake City, Utah 84101.
TENANT IS FURTHER NOTIFIED that Landlord hereby demands that Tenant

immediately cease all operations at the Premises. Tenant has failed to operate the Premises in a
safe and secure manner. The risk of injury or death to persons and property damage is simply too
high to allow Tenant to continue to operate at the Premises.
TENANT IS FURTHER NOTIFIED that Tenant will be in unlawful detainer of the

Premises if Tenant fails to vacate within three (3) calendar days of the date of service of this Notice
upon Tenant. If Tenant does not comply with this Notice, Tenant will be served with a Summons
and Complaint for unlawful detainer. Unlawful detainer is when you remain in possession of rental
property after the owner serves you with a lawful notice to leave, such as this eviction notice. If
you are found by the court to be in unlawful detainer, you will be evicted by the court and you will
be liable for: (1) any rent due and unpaid through the end of your rental agreement, less any
amounts the landlord receives from the next tenant; (2) damages caused by your unlawful detainer
of the rental property; (3) damages for any waste of the rental property caused by you, if and only
if the landlord alleges them in a court complaint and proves them at trial, or submits them to the
court by affidavit in the event of your default (Waste is damage you cause beyond normal wear
and tear.); (4) damages as provided in Utah Code § 78B-6-1107 through 1114 for the abatement
of nuisance, if any, caused by you (Abatement of nuisance means to stop a nuisance.); and (5)
attorney’s fees and court costs.
4874-6202-0972.v2
Button Up Bar LLC
June 23, 2023
Page Three
Tenant will also be liable for three times those damages allowed to be trebled under
Utah Code § 78B-6-811 which specifically may include trebling all of those damages
mentioned above except attorney’s fees and court costs. Damages under (2) are the reasonable
rental value or reasonable value of the use and occupation of the premises for each day you remain
after the expiration of this notice. In most cases trebling damages under (2) means the court will
times the amount you have been paying for rent by three for every day you remain in the property
after the last day you were given to leave under this eviction notice. Please contact your landlord
if you wish to discuss this situation.
Nothing in this Notice should be construed to relieve Tenant from its obligations under the
Lease or Guarantor from its obligations under the Guaranty of Lease dated June 24, 2022
including, but not limited to, the payment of base rent and utility charges, and damages. Further,
nothing in this Notice should be construed as granting Tenant the right to return possession of the
Premises in a condition other than as required by the Lease. Landlord reserves all rights and
remedies under the Lease and applicable law including, without limitation, for recovery of any
losses or damages suffered by Landlord.
DATED as of June 23, 2023.
Kerry L. Owens
Parsons Behle & Latimer
Attorney for New York Building, LLC
cc: Matt Forsgren (mattforsgren@me.com)
4874-6202-0972.v2

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Zack L.

Winzeler, USB 12280 If you do not respond to this

Attorneys for Plaintiff

IN THE THIRD JUDICIAL DISTRICT COURT

FOR THE COUNTY OF SALT LAKE, STATE OF UTAH

NEW YORK BUILDING, LLC, a Utah COMPLAINT FOR UNLAWFUL

“Guarantor”) (collectively, “Defendants”), alleges as follows:

approximately 7,648 square feet is referred to herein as the “Premises.”

2. On information and belief, Button Up is a Utah limited liability company doing

business in Salt Lake County.

3. On information and belief, Easthope is a resident of Salt Lake County and is a

member and manager of Button Up.

JURISDICTION, VENUE AND DISCOVERY TIER

provisions of Utah Code Ann. § 78A-5-102(1).

301 and § 78B-3-304.

The Lease Agreement

Agreement is attached hereto as Exhibit A.

increasing by three percent on an annual basis during the five-year term.

12. The Leases’ Permitted Use section provides as follows:

the non-prevailing party. (Id., § 18.10.)

20. Section 14.7 of the Lease concerning waiver provides as follows:

[N]o failure by Landlord or Tenant to insist upon the other party’s

The Forbearance Agreement

Forbearance Agreement is attached hereto as Exhibit B.

22. Tenant acknowledged in the Forbearance Agreement that “[m]ultiple defaults

under the Lease.” (Forbearance Agreement, § 1.)

Forbearance Agreement. (Forbearance Agreement, § 5.)

portion of Landlord’s property.” (Forbearance Agreement, § 6.)

. . . .” (Forbearance Agreement, § 7.)

30. Tenant agreed in the Forbearance Agreement to a broad indemnification provision

in favor of Landlord. (Forbearance Agreement, § 9.)

and owing by Tenant to Landlord “without defense, offset or deduction.” (Forbearance

in favor of Landlord. (Forbearance Agreement, § 11.)

33. Easthope agreed to execute a Guaranty in connection with the Forbearance

under the Guaranty on December 31, 2022. (Id.)

Forbearance Agreement remains in full force and effect.

attorney’s fees. (Forbearance Agreement, § 13(h).)

36. In the Guaranty, Easthope “unconditionally, absolutely, and irrevocably” agreed

to guarantee Tenant’s obligations under the Lease. (Guaranty, § 1.)

connection with any action to enforce the Guaranty. (Id., § 16.)

Tenant’s Breaches of the Lease and Forbearance Agreement

nuisance or waste; or (f) be a source of annoyance or embarrassment to Landlord or other tenants

Landlord Serves a Notice to Quit on Tenant

with his obligations under the Guaranty.

FIRST CLAIM FOR RELIEF

48. Plaintiff incorporates by reference the foregoing paragraphs.

on the Premises under the Lease and under Utah law.

unlawful detainer of the Premises.

54. Landlord is entitled to possession of the Premises and an Order of Restitution

deliver the Premises to Landlord.

SECOND CLAIM FOR RELIEF

56. Plaintiff incorporates by reference the foregoing paragraphs.

between the parties.

Lease and Forbearance Agreement, as described herein.

THIRD CLAIM FOR RELIEF

62. Plaintiff incorporates by reference the foregoing paragraphs.

under the Lease, Forbearance Agreement and the Guaranty.

REQUEST FOR RELIEF