1 THEODORA ORINGHER PC

Antony Buchignani, Esq.(State Bar No.186528)

2 tbuchignani@tocounsel.com
Katherine J. Flores, Esq.(State Bar No.311224)
3 kflores@tocounsel.com
1840 Century Park East, Suite 500
4 Los Angeles, California 90067-2120
Telephone:(310)557-2009
5 Facsimile:(310)551-0283

6 Attorneys for Plaintiff MOULTON LA PAZ LLC

7
SUPERIOR COURT OF THE STATE OF CALIFORNIA
8
COUNTY OF ORANGE,CENTRAL JUSTICE CENTER
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MOULTON LA PAZ,LLC,a Delaware limited
liability company,
Case No. 30-2018-00987770-CU-BC-CJC

Hon. Judge Ronald L. Bauer

~ 12 Plaintiff, Dept. CX103

13 vs. FIRST AMENDED COMPLAINT FOR:

1. BREACH OF CONTRACT
14 SEASIDE CLEAN LIVING,INC.,a California 2. BREACH OF GUARANTY
O corporation d/b/a CycleBar, KENNETH
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O 15 STUTTAFORD, an individual, BARBARA Complaint filed: Apri120, 2018
w LEE STUTTAFORD,an individual, and DOES
x 16 1 through 10, inclusive,
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17 Defendant.

18

19 Plaintiff MOULTON LA PAZ, LLC ("Moulton") alleges against Defendants SEASIDE

20 CLEAN LIVING, INC., a California corporation doing business as "CycleBar" ("Seaside"),

21 KENNETH STUTTAFORD,an individual,BARBARA STUTTAFORD,an individual,and DOES 1

22 ~ through 10 (collectively,"Defendants"), as follows:

23 THE PARTES

24 1. Moulton is a limited liability company organized under the laws of the State of

25 Delaware with its principal place of business at 11611 San Vicente Blvd., Suite 1000, Los Angeles,

26 CA 90049.

27 2. Defendant Seaside is a California corporation with its principal place ofbusiness at 310

28 ~ Lake St. #112, Huntington Beach, CA 92648.

1124324.3/22365.05008
FIRST AMENDED COMPLAINT
 1 3. Moulton is informed and believes and on that basis alleges that Defendants Kenneth

2 Stuttaford and Barbara Lee Stuttaford are husband and wife residing in Orange County, California.

3 4. The true names and capacities, whether individual,corporate,associate or otherwise,of

4 Defendants DOES 1 through 10 are unknown to Moulton, who therefore sues such defendants by

5 fictitious names. Moulton will seek to amend this Complaint to allege the true names,identities and

6 capacities of such Defendants when they have been ascertained.

7 5. Moulton is informed and believes, and on that basis alleges,that at all times mentioned

8 in this Complaint, each of the Defendants was and is the agent, servant, and employee of the other

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WG 9 Defendants, and all ofthings alleged to have been done by each Defendant were done in the capacity,
x~ 10 scope, and course of said agency, servitude, and employment.
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zZ 11 GENERAL ALLEGATIONS

~ 12 The Parties' Agreements

13 6. Moulton and Defendants were parties to a written lease agreement dated Apri114,2016

14 (the "Agreement") pursuant to which Defendants leased a unit in a retail shopping center located at
O
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O 15 ~ 26534A Moulton Parkway, Laguna Hills, CA 92653(the "Premises")from Moulton and operated a
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x 16 ~ CycleBar cycling studio. The Agreement was amended via a First Amendment to Standard Shopping
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17 ~ Center Lease dated July 31, 2017 (the "Amendment"). The Agreement, as amended, is referred to

18 ~ ~ herein as the "Lease." The Lease is attached to the First Amended Complaint as Exhibit A.

19 7. Under the Lease, Seaside agreed to pay certain amounts by the first of each month,

20 ~ ~ including minimum monthly rent("Minimum Rent")and additional rent("Additional Rent"). During

21 2017, the Lease required Seaside to pay Minimum Rent of $11,414.33 per month. (Lease, ¶ 3(a)).

22 The Lease defines Additional Rent as "Lessee's estimated pro rata share ofNNN Expenses["CAM"].

23 and real estate tomes ["Real Estate Taxes"]...and any and all other amounts due and owing from

24 Lessee to Lessor pursuant to the terms" ofthe Lease. (Lease, ¶ 3(b)).

25

26

27

28 1 "NNN Expenses" are defined in the Lease at Paragraph 1(e).

1124324.3/22365.05008
2
FIRST AMENDED COMPLAINT
 1 8. Seaside also agreed to pay a late fee("Late Fee")and interest when amounts due under

2 the Lease were not paid timely . The Late Fee is calculated as 10% ofthe unpaid amount. (Lease,¶

3 ~ 24).

4 9. The terms ofthe Lease provide that Seaside is in default if it fails to pay amounts due

5 ~ thereunder when due, and where such failure continues for a period of three (3) days from the due

6 ~ date. (Lease, ¶ 23(a)(2)).

7 10. In connection with the Lease, Defendants Mr. and Mrs. Stuttaford (the "Guarantors")

8 ~ executed a written Guaranty of Lease dated April 14, 2016 (the "Guaranty"). In the Guaranty, the

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~ 9 Guarantors agreed that,"ifa default shall at any time occur in the payment ofany sums due under the
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(hu 10 Lease by [Seaside] or in the performance of any other obligation of [Seaside] under the Lease,
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z? 11 [Guarantors] shall and will forthwith upon demand pay such sums and any arrears thereof, to

~ 12 [Moulton]in legal currency ofthe United States of America for payment ofpublic and private debts,

13 and take all other actions necessary to cure such default and perform such obligations of[Seaside]."

14 A copy of the Guaranty is attached as Exhibit B.

O
Q 15 Defendants Breached the Lease and Guaranty
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x 16 1 1. Between October and November 2017,Seaside failed to pay the following amounts on
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17 ~ the following dates:

18 $ 1,330.81 CAM, 10/1/17

$11,414.33 Minimum Rent, 10/1/17
19 $ 553.77 Real Estate Taxes, 10/1/17
$ 1,330.81 CAM, 11/1/17
20 $11,414.33 Minimum Rent, 11/1/17
$ 553.77 Real Estate Taxes, 11/1/17
21 $ 2,282.86 Late Fee, 11/22/17
$28,880.68 TOTAL
22
Because of its failure to pay these amounts, Seaside is in default ofthe Lease.
23

24 12. In connection with the Amendment,Moulton gave Seaside a rent credit in the amount

25 ~ ~ of$45,657.32(the "Credit"), which was applied to the Minimum Rent for April, May,June,and July

26 ~ ~ 2017. Pursuant to the Lease, upon the occurrence ofany default under the Lease, the Credit amount

27 ~ ~ became immediately due and payable to Moulton. Because Seaside is in default ofthe Lease since at

28 ~ ~ least October 2017, the Credit is due and payable to Moulton.

11243243/22365.05008
FIRST AMENDED COMPLAINT
 1 13. On or about November 30, 2017, Moulton sold the Premises, but retained its right to

2 collect on amounts outstanding on the date of sale.

3 14. On or about March 13, 2018, Moulton sent correspondence to the Guarantors

4 ~ demanding that they immediately pay the unpaid charges. To date, the Guarantors have not paid the

5 ~ outstanding balance.

6 FIRST CAUSE OF ACTION

7 (Breach of Contract Against Seaside and Does 1-5)

8 15. Moulton hereby incorporates Paragraphs 1 through 14 as though fully set forth herein.

~~
WQ 9 16. Moulton and Seaside entered into the Lease.
x~ io 17. Moulton performed all of its material obligations under the Lease.
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zz 11 18. Defendants breached their obligations under the Lease by failing to pay all amounts

~ 12 due, which total $74,538.

13 19. As a direct and proximate result of Defendants' breaches ofthe express terms ofthe

14 Lease, Moulton suffered monetary damages in the amount of$74,538.

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Q 15 20. Under Paragraph 28 ofthe Lease, Moulton is entitled to its costs and expenses incurred
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x 16 in enforcing its rights under the Lease, including its reasonable attorney's fees.
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17 SECOND CAUSE OF ACTION

18 (Breach of Contract Against Guarantors and Does 6-10)

19 21. Moulton hereby incorporates Paragraphs 1 through 20 as though fully set forth herein.

20 22. Moulton and Guarantors entered into the Guaranty.

21 23. Moulton performed all of its material obligations under the Guaranty.

22 24. Defendants breached their obligations under the Guaranty by failing to pay the amount

23 due and owning by Seaside.

24 25. As a direct and proximate result of Defendants' breaches of the express terms of the

25 Guaranty, Moulton suffered monetary damages in the amount of $74,538.

26 26. Under paragraph 16 of the Guaranty, Moulton is entitled to its costs and expenses

27 incurred in enforcing its rights under the Guaranty, including its reasonable attorney's fees.
28

11243243/22365.05008
FIRST AMENDED COMPLAINT
 1 PRAYER

2 WHEREFORE,Moulton prays for judgment against Defendants as follows:

3 1. For damages in an amount which will compensate Moulton or all detriment

4 proximately caused by Defendants' breach of the Lease and Guaranty in an amount to proven at

5 the time of trial, which amount is no less than $74,538;

6 2. For reasonable attorneys' fees and costs as permitted by the Lease and Guaranty;

7 3. For expenses and costs of suit incurred herein;

8 4. For interest, as permitted by law; and

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w~ 9 5. For such other, further, and different relief as the Court may deem just and proper.
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z~ 1 1 DATED: June 13, 2018 THEODORA ORINGHER PC

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Antony uchignani
G4 14 Katherine J. Flores
O Attorneys for Plaintiff MOULTON LA PAZ LLC
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1124324.3/22365.05008 5
FIRST AMENDED COMPLAINT
■ ■

I I
 THE VILLAGE AT NELLIE GAIL RANCH

STANDARD SHOPPING CENTER LEASE

THIS STANDARD SHOPPING CENTER.LEASE("Lease"), which.includes Exhibits "A"through

"F",attached hereto and made a part hereof,is made and entered. mto this ~~ day of„tu~a~~ett;°~'O1~~ t
by and between 1VIOULTON LA PAZ, LLC, a Delaware limited liability company ("Lessor"),
whose business address is 11611 San Vicente Boulevard, Suite 1000,Los Angeles,CA 90049,and
SEASIDE CLEAN LIVING,INC., a California corporation, d/U/a "CycleBar"("Lessee"). {~

DEFINITIQNS.

(a) Leased Premises. The "Leased Premises" means that certain premises containizig
approximately 3,113 square feet of space commonly known as Space 34-A and located wit~~in a
portion of one of the buildings (the "Building"} located within that snapping center commonly
known as the Village at Nellie Gail Ranch Snapping Center("Center"), as the Leased Premises,the
Building and the Center are more particularly shown an the map attached hereto, marked
Exhibit "A",and by this reference incorporated. herein. The square footage ofthe Leased Premises
has been agreed upon by Lessor and Lessee and is as stipulated in the foregoing sentence.

{b) Center. Thy addX~ess ofthe Cent~t•is 2b532 - 2GSG2~tloulton Parkway,Laguna Hills,
CA 92653.

(c) Common Areas. The °Common Areas"' are the parking areas, roads, sidewalks,
walkways, aund service areas, illustrated on Exhibit "A" naw or later made available for the general
use ofLessor and.other persons entitled to occupy space within the Center. Lessor reserves the right,
in its sole and absolute discretion, to expand, reduce or otherwise alter building areas and said
"Common Areas" from time to time, provided that parking ratios required by the appropriate
governmental agencies are maintained.

(d) Lease Year. The term "Lease Year" shall have the following meaning; The first
Lease Year shall commence on the Commencement Date(defined in Section 2(b)below)and shall.
end on the last day of the calendar month preceding the month in which the fifteen (15) month
anniversary of the CommenceYnent Date occurs. Each succeeding Lease Year shall commence on
the day following the end ofthe preceding Lease Year and shall extend for twelve(12)consecutive
months; provided,however,that the last Lease Year shall expire on the expiration date as setforth in
Section 2(bl below. If the initial term of the Lease is extended for the Option Term (defined in
Section 2(c) below)in accordance with the terms and conditions contained in Section 2(c~,the first
Lease Year of the option Term and each succeeding Lease Year shall commence on the day
following the end ofthe preceding Lease Year and shall extend for twelve(12)consecutive months.

(e) NNN Expenses. "Nl`tN Expenses" shall rrtean:(i) the sums expended by Lessor in
connection. with owning, operating, maintaining, repairing, replacing, insuring and. policing the
Common Areas,as those expenses are further set forth in Section 12(c)herein;and(ii) non-Common
Area expenses for real estate taxes assessed.

sas~s~t~~
 (~ Improvement Allowance. Lessor shall provide Lessee with an improvement
allowance of up to One Hundred Eighteen Thousand Three Hundred Ninety and 00/100 Dollars
($118,390.00)("Improvement Allowance")toward the actual out-of-pocket cost of constructing
and installing permanently attached leasehold improvements and Lessee's HVAC systems and
equipment, all as incurred and paid for by Lessee and upon the terms and conditions set forth herein
and in Exhibit "C". Except in connection with Lessee's HVAC equipment, the Improvement
Allowance may not be used to pay for (i) any trade fixtures, furniture, furnishings, cabling,
equipment, decorations, signs, or other personal property,(ii) rent for leased equipment or other
personal property,(iii)interest or financing costs,(iv)administrative or overhead costs and expenses
paid or incurred by Lessee in connection with the construction ofthe leasehold improvements or(v)
any soft costs. The portion ofthe Improvement Allowance which may be used for Lessee's HVAC
systems and equipment is capped at $25,000.00. Any such improvements made using the
Improvement Allowance shall be performed in accordance with the Work Letter attached as
E~ibit "C" and any amount of the Improvement Allowance not used within six (6) months
following the delivery ofthe Leased Premises to Lessee shall be retained by and be the sole property
of Lessor. Lessor shall not be obligated to provide or pay for any improvement work or services
related to the improvement ofthe Leased Premises, except as otherwise expressly provided in this
Lease.

2. LEASED PREMISES.

(a) Lease. Lessor leases to Lessee and Lessee hires from Lessor the Leased Premises for
the term and pursuant to all of the terms, covenants and conditions contained herein. Except for
Lessor's obligation to fund the Improvement Allowance and perform the Lessor Work (defined in
Section 1 of E~chibit "C" attached hereto), Lessee shall accept the Leased Premises upon Lessor's
delivery ofsame in its then existing "as-is" condition, and Lessor shall not be obligated to provide or
pay for any improvement work or services related to the improvement of the Leased Premises.
Lessee acknowledges that neither Lessor nor any agent of Lessor has made any representation or
warranty regarding the condition of the Leased Premises or the Center or with respect to the
suitability of the same for the conduct of Lessee's business nor has Lessor or any agent of Lessor
made any representation with respect to the operation of the Center or that any specific tenant or
number oftenants shall occupy any space in the Center at any time. Lessor reserves the right to use
the exterior walls, floor, roof and plenum in, above and below the Leased Premises for the
installation, maintenance,use and replacement ofpipes, ducts, conduits, wires, alarm lines, heating,
ventilating and air conditioning lines, fire protection lines and systems, electric power,telephone and
communication lines and systems, sanitary sewer lines and systems, gas lines and systems, water
lines and systems, and structural elements serving the Center and for such other purposes as Lessor
deems desirable.

(b) Term.

(1) Commencement Date. The initial term ("Initial Term")ofthis Lease shall
commence on the date which is the earlier to occur of(i)the date Lessee begins conducting business
from the Leased Premises (i.e. not merely preparing the Leased Premises for the conduct of its
business [such as installing fixtures or storing equipment]), and (ii) ninety(90)days following the
date the necessary Permits (as defined in Section 2(b)(2) below) are made available to Lessee
(subject to payment of any applicable fees) for pick-up from the City of Laguna Hills or other

548387v7 2
 applicable governmental authority (subject to the terms and conditions of Section 2(b)(2) below)
("Commencement Date")and shall end One Hundred Twenty Three(123)months later(however,
ifthe Commencement Date is not the first day ofthe month, then the foregoing number of months
specified in this Section above will be calculated from the first day of the month following the
Commencement Date), unless sooner terminated pursuant to the terms hereof. A memorandum
acknowledging the Commencement Date shall be executed promptly thereafter by the parties hereto.
If Lessor is unable to deliver possession of the Leased Premises on any particular date, this Lease
shall nevertheless be in full force and effect and Lessor shall not be liable to Lessee for any loss,cost
or expense caused by or resulting therefrom; provided,however,Lessee shall not be obligated to pay
Minimum Monthly Rent and NNN Expenses until the Commencement Date has occurred, as set
forth above. Subject to governmental requirements and applicable laws and provided that Lessee has
paid all amounts due under Section 2(d) below, Lessee shall be entitled to beneficial occupancy of
the Leased Premises upon delivery ofpossession ofthe Leased Premises to Lessee for the purpose of
installing furniture,fixtures and equipment. All ofthe provisions ofthis Lease shall apply to Lessee
during any beneficial occupancy period, including, without limitation, the indemnities set forth in
this Lease, but excluding only Lessee's obligation to pay Minimum Monthly Rent and NNN
Expenses until the Commencement Date has occurred. During any such beneficial occupancy,
Lessor shall not be responsible for any loss, including theft, damage or destruction to any work or
material installed or stored by Lessee at the Leased Premises or for any injury to Lessee or Lessee's
agents, employees, contractors, subcontractors, subtenants, assigns, licensees or invitees. Lessor
shall have the right to post appropriate notices ofnon-responsibility and to require Lessee to provide
Lessor with evidence that Lessee has fulfilled its obligation to provide insurance pursuant to the
provisions of this Lease.

(2) Permit Contin~encv. Promptly following the Effective Date(but in no event

later than forty-five(45)days following same),Lessee shall, at Lessee's sole cost and expense,apply
for(and diligently pursue) all ofthe necessary approvals, permits and/or licenses (collectively, the
"Permits")from the City ofLaguna Hills or other applicable governmental agencies to commence
construction of Lessee's Work (as defined in Exhibit "C" attached hereto) within the Leased
Premises, including, without limitation, applying for the Permits under the City of Laguna Hills'
expedited permit approval process,if available. Lessee shall use all ofits commercially reasonable,
good-faith and diligent efforts to obtain such Permits within sixty (60) days of filing for same.
Notwithstanding anything to the contrary contained in this Lease,ifthe Permits are not available for
pick-up (subject only to payment of applicable fees and costs) from the applicable governmental
agency by the date which is one sixty(60)days following the date Lessee formally applied for same,
Lessor may elect,in Lessor's sole and absolute discretion, to pursue the Permits on Lessee's behalf,
at Lessee's sole cost and expense,for an additional sixty(60)days. Notwithstanding anything to the
contrary contained in this Lease,ifthe Permits are not available for pick-up(subject only to payment
of applicable fees and costs) from the applicable governmental agency by the date which is one
hundred twenty (120) days following the date Lessee formally applied for same (the "Permit
Contingency Period"), Lessor or Lessee(provided Lessee used all ofits commercially reasonable
and good faith efforts to obtain such Permits by such date) shall have the right to terminate this
Lease by giving ten (10) days written notice of such election to the other party, in which event
neither party shall have any further obligations to the other under this Lease; provided, however,
Lessee shall have the right to nullify Lessor's election to so terminate this Lease pursuant to this
paragraph in the event Lessee elects, pursuant to a written notice received by Lessor within ten(10)
days following the above-referenced written notice from Lessor terminating this Lease,to waive the

548387v7 3
 condition of receiving the Permits set forth in this Section 2(b)(2). If this Lease is terminated
pursuant to this Section, neither party shall have any further or additional rights,remedies,claims or
liability arising out of this Lease or the termination of this Lease, except those which expressly
survive the expiration or earlier termination ofthis Lease. Notwithstanding anything to the contrary
contained herein,the 60-day period set forth in Section 2(b)(2)above shall be reduced by the number
of days Lessee is delayed in obtaining the Permits because Lessee submitted to the City of Laguna
Hills incorrect or incomplete plans, or plans which failed to comply with applicable laws or building
codes.

(3) Gross Sales Termination Right.In the event that Lessee's Gross Sales total
less than Six Hundred Twenty-Two Thousand Six Hundred Dollars ($622,600.00)(based upon
$200.00 ~er rentable square foot of the Leased Premises)("Minimum Sales Level") during the
fourth(4t)Lease Year (the "Measuring Period"), Lessee shall have the one (1)-time option (the
"Termination Option")to terminate the entire Lease(but not only a portion thereof effective as of
the last day ofthe fifth(5th)Lease Year(the "Termination Date")only(but on no other date)upon
the following terms and conditions (if the following terms and conditions are not timely and
completely satisfied, then,at Lessor's option, the Termination Option shall be null and void with no
further force and effect):

(a) Lessee shall give Lessor written notice(the "Termination Notice")of

Lessee's unconditional and irrevocable election to exercise the Termination Option at least one
hundred eighty(180) days prior to the Termination Date (time being of the essence).

(b) There shall exist no Event of Default under the Lease on the date
Lessor receives the Termination Notice or on the Termination Date (provided that either of such
conditions may be waived by Lessor in Lessor's sole and absolute discretion).

(c) Lessee shall pay to Lessor an amount equal to the Termination Fee
(defined below)in immediately available funds, payable by Lessee to Lessor within ten(10)days
following the date that Lessor notifies Lessee of the amount of the Termination Fee. The
"Termination Fee" shall mean the unamortized Leasing Costs (defined below) as of the
Termination Date, as determined by Lessor, based upon an amortization period from the
Commencement Date until the original expiration date ofthe Initial Term(amortized with interest at
five percent(5%)per annum). The term "Leasing Costs" shall mean the sum of(x)all hard costs
incurred by Lessor in connection with the performance of the Lessor Work, plus(y)all real estate
broker fees and commissions paid by Lessor in connection with this Lease,plus(z)the Improvement
Allowance . IfLessee does not timely pay any portion ofthe Termination Fee to Lessor as set forth
herein then, at Lessor's option, in addition to all other rights and remedies of Lessor,(A) the
Termination Option (and Termination Notice) shall be null and void with no force and effect, and
this Lease shall continue in full force and effect as if Lessee had not elected to terminate this Lease,
and/or(B)Lessee shall be in default under this Lease and Lessor may pursue all of its available
rights and remedies in connection therewith.

(d) In the event Lessee timely and properly exercises the Termination
Option, the Lease shall terminate effective as ofthe Termination Date,Lessee shall pay to Lessor all
Minimum Monthly Rent, Additional Rent and all other charges due under the Lease through and
including the Termination Date, and neither Lessor nor Lessee shall have any rights, liabilities or

548387v7 4
 obligations accruing under the Lease after the Termination Date,except for such rights and liabilities
which, by the terms ofthe Lease are obligations ofthe Lessee or Lessor which expressly survive the
expiration of the Lease

(e) Notwithstanding the foregoing or anything to the contrary herein,the

Termination Option shall automatically terminate and become null and void upon (i) the failure of
Lessee to timely or properly exercise the Termination Option (unless such condition is waived in
writing by Lessor in its sole and absolute discretion); or (ii) Lessee's right to possession of the
Premises being terminated prior to the exercise ofthe Termination Option; or(iii) Lessee failing to
continuously and uninterruptedly operated its business from the Leased Premises during the
Measurement Period(subject to Permitted Closures as defined in Section 2(e)below); or(iv)Lessee
reaching the Minimum Sales Level during any twelve(12)-month period during the first three(3)
Lease Years; or (iv) an Event of Default occurring under this Lease.

(fl The Termination Option shall be personal to the Original Lessee

(defined in Section 2(c) below)and any Lessee Affiliate(defined in Section 29(a)below)to whom
this Lease is assigned, and may be exercised only by the Original Lessee and/or such Lessee
Affiliate while occupying the entire Premises, and may not be exercised or be assigned, voluntarily
or involuntarily, by or to any person or entity other than the Original Lessee and/or such Lessee
Affiliate.

(g) In the event that, at any time or times during the Measurement Period,
Lessee fails to operate, or is prevented from operating, its business at the Leased Premises for any
reason, then, at Lessor's sole election: (I) Lessee's Gross Sales for such time or times during the
Measurement Period shall be deemed to be equal to Lessee's Gross Sales for the identical periods)
during the most recent year as to which Lessee was not so prevented from operating its business at
the Leased Premises (or if Lessee was not operating its business at the Leased Premises during a
prior identical period, then the daily average of Lessee's Gross Sales for all preceding days that
Lessee has operated its business at the Leased Premises for each day that Lessee has failed to so
operate), or(II)the Minimum Sales Level shall bereduced on apro-rata basis for the number ofdays
Lessee fails to operate within the Leased Premises.

(c) Option Term.

(1) Option Right. Lessor hereby grants the Lessee originally named herein(the
"Original Lessee") and any Lessee Affiliate to whom this Lease is assigned, two (2) options to
extend the Lease term for the entire Leased Premises each for a period of five (5) years (each, an
"Option Term"), which option shall be exercisable only by written notice delivered by Lessee to
Lessor as provided below, provided that, as of the date of delivery of such notice, an Event of
Default does not exist and/or an Event ofDefault has not previously occurred under this Lease more
than two (2) times in the twelve (12) month period immediately preceding the delivery of such
notice. Upon the proper exercise of such option to extend, and provided that, as of the end of the
then applicable Lease term, no Event of Default exists and an Event of Default has not previously
occurred more than two(2)times in the twelve(12)month period immediately preceding the end of
the then applicable Lease term, the Lease term, as it applies to the entire Leased Premises, shall be
extended for the Option Term. The rights contained in this Section 2(c) shall be personal to the
Original Lessee and any Lessee Affiliate to whom this Lease is assigned, and may only be exercised

548387v7 5
by the Original Lessee and such Lessee Affiliate (and not any other assignee, sublessee or other
transferee of the Original Lessee's interest in this Lease) if the Original Lessee and/or the Lessee
Affiliate occupies the entire then existing Leased Premises.

(2) Option Rent. The rent payable by Lessee during each Option Term (the
"Option Rent")shall be equal to(x)the applicable amount of Minimum Monthly Rent set forth in
Section 3(a) below, plus (y) all NNN Expenses and other amounts of Additional Rent accruing
during the applicable period pursuant to the provisions hereof.

(3) Exercise of Option. The options contained in this Section shall be exercised
by Lessee,if at all, only in the following manner: Lessee shall deliver written notice(an "Exercise
Notice") to Lessor not more than twelve(12) months and not less than four(4) months prior to the
expiration ofthe Initial Term or the first Option Term,as applicable, stating that Lessee is exercising
its option. IfLessee timely and properly exercises the applicable option to extend,subject to the last
sentence ofthis paragraph, the Lease term shall be extended for such Option Term upon all of the
terms and conditions set forth in this Lease, except that the Minimum Monthly Rent shall be as
indicated in Section 3(a) below for the applicable period. If Lessee fails to timely deliver the
Exercise Notice,time being ofthe essence,Lessee shall be deerr~ed to have elected not to exercise its
rights to extend the Lease term for such Option Term.

(d) Prepaid Funds. Upon execution of this Lease, Lessee shall pay to Lessor rent
(including estimated NNN Expenses of $1,330.81) in the amount of Twelve Thousand Seven
Hundred Forty Five and 14/100 Dollars ($12,745.14) to be applied against the first installment of
rent owing under this Lease.

(e) Co-Tenancy. If, at any time during the Initial Term after the date Lessee initially
opens for business in accordance with the terms ofthis Lease,less than seventy-percent(70%)ofthe
gross leasable area ofthe Center is not open and operating, other than for "Permitted Closures"(as
defined below)(the "Co-Tenancy Requirement"), then from the date that Lessor receives written
notice for an actual failure of a Co-Tenancy Requirement and until the date that the Co-Tenancy
Requirement is satisfied, Lessee shall have the right to pay in lieu of full Minimum Monthly Rent
payable hereunder an amount equal to fifty percent(50%)ofthe full Minimum Monthly Rent then
currently due under the Lease("Substitute Rent")until such Co-Tenancy Requirement is satisfied;
provided, however, Lessee shall continue to be obligated to pay to Lessor the full amount of NNN
Expenses, Additional Rent and any other expenses due under this Lease. Upon satisfaction of the
Co-Tenancy Requirement, Lessee shall immediately resume the regular full payment of Minimum
Monthly Rent(at the then applicable rate)and any other charges payable under this Lease computed
in the way and manner as otherwise provided in this Lease. Notwithstanding the foregoing, if
Lessee, as a result ofa failure ofthe Co-Tenancy Requirement, has been paying Substitute Rent for
the period commencing on the date Substitute Rent first accrues under this Paragraph and continuing
through the date which is twenty-four (24) months thereafter (an "Co-Tenancy Requirement
Threshold Date"), then provided Lessee is not in default of any term or condition of this Lease,
Lessee shall have the right to terminate this Lease upon thirty (30) days prior written notice to
Lessor, provided Lessee furnishes such termination notice to Lessor within ten(10)days after the
Co-Tenancy Requirement Threshold Date and prior to the date the Co-Tenancy Requirement is
satisfied. If Lessee fails to give Lessor written notice of its election to terminate this Lease within
such ten(10)day period,then upon the expiration ofsuch ten(10)day period, Lessee's right to pay

548387v7 6
Substitute Rent shall terminate, Lessee shall commence paying the full Minimum Monthly Rent(at
the then applicable rates), NNN Expenses, Additional Rent and other regularly recurring charges
payable by Lessee to Lessor required to be paid by Lessee under this Lease, and Lessee shall be
deemed to have unconditionally and irrevocably waived its right to terminate this Lease as a result of
the failure of the Co-Tenancy Requirement. Notwithstanding anything to the contrary contained
herein, in no event shall the Substitute Rent provisions set forth in this Paragraph apply during
anytime that the Lessee is not open for business to the public from the Leased Premises; it being
understood and agreed that, during any such period(s),full Minimum Monthly Rent,NNN Expenses,
and Additional Rent shall be payable by Lessee. "Permitted Closures" shall mean any of the
following:(i) closures of up to one hundred eighty(180)days in any twelve(12)month period due
to destruction by fire, casualty or condemnation or for events offorce majeure;(ii)closures for up to
thirty(30)days in any twelve(12)month period for remodeling, alterations, and/or repairs, and (iii)
closures of up to five (5)days in any twelve(12) month period for inventory-taking.

3. RENT. Lessee shall pay to Lessor without deduction or offset, rent as follows:

(a) Minimum Monthly Rent. As net guaranteed minimum monthly rent for the term of
this Lease,Lessee shall initially pay Lessor Minimum Monthly Rent(as defined below),on a NNN
basis, payable in advance on the first day of each calendar month, commencing on the
Commencement Date with proration ofrental for any partial calendar month."Minimum Monthly
Rent" shall mean:
Lease Year During Minimum Monthly Rent
1-5* $11,414.33 per month
6-10 $12,555.77 per month
1 1-15** $13,81134 per month
16-20* $15,191.44 per month

*Subject to the Abatement Period described below.

**Option Term (if appropriately exercised pursuant to Section 2(c) above).
Notwithstanding the foregoing, provided Lessee is not in default hereunder,the Minimum Monthly
Rent shall be abated for the first three (3) months of the Initial Term ("Abatement Period");
provided, however, Lessee shall be obligated upon the Commencement Date, and for all periods
thereafter, to pay all NNN Expenses and all other additional rent payable under this Lease. Lessee
acknowledges such Minimum Monthly Rent abatement during the Abatement Period shall initially
be temporarily abated, and then shall be permanently forgiven upon the expiration of the term if
Lessee faithfully performs its obligations under this Lease through such date.

(b) Additional Rent. In addition to the Minimum Monthly Rent, Lessee shall pay to
Lessor as additional rent Lessee's estimated pro rata share ofNNN Expenses and real estate taxes, as
reasonably determined by Lessor from time to time and any and all other amounts due and owing
from Lessee to Lessor pursuant to the terms hereof(collectively,"Additional Rent"). Ifthe Lease
commences other than the first day ofa month,Lessee shall pay the NNN Expenses for a fractional
month on a pro rata basis.

sas3s~~~ 7
 (c) Place ofPayment. All rental payable hereunder shall be paid to Lessor at: Moulton
La Paz LLC, a Delaware Limited Liability Company, File 1333, 1801 W. Olympic Boulevard,
Pasadena, CA 91199-1330 or at such other place as Lessor from time-to-time may designate in
writing.

(d) Security Deuosit. Concurrently with the execution of this Lease, Lessee shall
deposit with Lessor the amount ofThirteen Thousand Eight Hundred Eighty Six and 58/100 dollars
($13,886.58)(hereinafter called the "Deposit") as security for the full and faithful performance of
each term, covenant and condition ofthis Lease. Lessee agrees that if Lessee defaults on any ofthe
terms,covenants or conditions hereof, Lessor may use, apply, or retain the whole or any part ofthe
Deposit for the payment of any rent in default or for any other sum which Lessor may spend or be
required to spend by reason of Lessee's default. Lessee hereby waives the provisions of Section
1950.7 ofthe California Civil Code and all other provisions oflaw,now or hereafter in force, which
provide that Lessor may claim from a security deposit only those sums reasonably necessary to
remedy defaults in the payment of rent, to repair damage caused by Lessee or to clean the Leased
Premises, it being agreed that Lessor may, in addition, claim those sums reasonably necessary to
compensate Lessor for any other loss or damage,foreseeable or unforeseeable,caused by the acts or
omissions ofLessee or any officer, employee,agent, contractor or invitee ofLessee. Lessor shall be
under no obligation to segregate or maintain the deposit in trust, but may in its sole discretion
commingle the deposit with its general funds.

Should Lessor be required to so use or apply the Deposit upon Lessee's default, Lessee shall,
on the written demand ofLessor,forthwith remit to Lessor a sufficient amount in cash to restore the
Deposit to its original amount, and Lessee's failure to do so within fifteen(15)days after receipt of
such demand shall constitute a breach of this Lease. Should Lessee comply with all of the terms,
covenants, and conditions of this Lease, including the payment of rent as due, the Deposit or any
balance thereof shall be returned to Lessee, without interest, within thirty(30)days after the end of
the term of this Lease, or upon the earlier termination of this Lease without Lessee's default. In the
event Lessor sells the Leased Premises, Lessor shall deliver the Deposit to its successor in interest,
and shall be discharged from further liability with respect to the Deposit upon notice to Lessee by
registered mail of such transfer and the transferee's name and address.

4. TAXES AND UTILITIES.

(a) Real Estate Taxes. Lessee agrees to pay before delinquency all real estate taxes and
all levies, assessments, improvement bonds, and charges which are assessed against the Leased
Premises, and Lessee's proportionate share of the Common Areas, their use or any permanent
improvement thereon, any services furnished thereto or any interest therein of Lessor or Lessee in
any year during the term ofthis Lease. Lessee shall pay to Lessor said taxes semi-annually with any
interest thereon or otherwise upon receipt from Lessor ofa statement delineating Lessee's share of
said taxes within five (5) days after receipt of said statement. Lessor, at Lessor's option, may
estimate and impound the real estate taxes monthly in advance throughout the term of this Lease.

(b) Definition. As used herein, the term "real estate taxes" shall include any form of
assessment,license fee,commercial rental tax,levy,penalty or tax imposed by any authority having
the direct or indirect power to tax, including any city, county, state, or federal government or any
school, agricultural,lighting, drainage, or other improvement district thereof, as against any legal or

548387v7 g
equitable interest of Lessor in the Leased Premises or in the real property of which the Leased
Premises are a part, as against Lessor's rights to rent or other income therefrom, or as against
Lessor's business of leasing the Leased Premises or any tax imposed in substitution, partially or
totally, or any tax previously included within the definition ofreal property tax or any additional tax
the nature ofwhich was previously included within the definition ofreal property tax, whether or not
now customary or within the contemplation ofthe parties to this Lease."Real estate taxes" shall also
include the costs to Lessor ofcontesting the amount, validity, or applicability ofany real estate taxes
mentioned in this paragraph. In the event Lessor does not have the Leased Premises and Common
Areas separately assessed for tax purposes,taxes and assessments shall be apportioned, based upon
the relation the gross floor area of the Leased Premises bears to the total gross floor area of all the
buildings in the Center.

(c) Personal Property Taxes. Lessee shall pay prior to delinquency all taxes levied or
assessed on Lessee's fixtures, equipment and all other personal property in or on the Leased
Premises, and when possible Lessee shall cause such personal property to be assessed and billed
separately from the real property of Lessor. In the event such personal property is assessed and
taxed with the Lessor's real property, Lessee shall pay to Lessor its share of such taxes within ten
(10) days after receipt of a written statement delineating such taxes.

(d) Utilities. Lessee shall pay before delinquency for all water,gas,electricity,telephone
service, heat, sewer service, waste removal and other services(except water which will be invoiced
as an expense pursuant to Section 12 below, except as otherwise provided below) and any and all
charges for the "availability" ofsame supplied to or consumed in or upon the Leased Premises from
the Commencement Date through the last day ofthe term ofthis Lease. Lessor shall not be liable in
damages for any failure or interruption of any utility or service. No failure or interruption of any
utility or service shall entitle Lessee to terminate this Lease or discontinue making payments of
Minimum Monthly Rent or NNN Expenses or otherwise fail to fulfill its obligations hereunder.
Lessor may install devices to separately meter any utilities, at Lessee's sole cost and expense(and if
water is separately metered then Lessee shall pay the costs thereof(in addition to the other utilities)
directly to the public utility company).

5. USE OF LEASED PREMISES.

(a) Purpose. Subject to the existing exclusives and prohibited uses at the Center listed
on E~ibit"D" attached hereto, Lessee agrees that the Leased Premises shall be used and occupied
solely for(and for no other purpose whatsoever)the purpose ofoperating a CycleBar fitness studio
that offers its clients a combination ofexercise workouts both on and offthe cycle,in a vibrant space
with engaging, high-energy instructors and concert music, and (on an incidental basis) the sale of
directly related cycling items(such as cycling apparel and bottled water); provided, however,that in
no event shall the sale of such cycling items exceed twenty percent(20%)of Lessee's Gross Sales
from the Leased Premises in any single calendar year. Without limiting in any way the restriction
that the Leased Premises be used only as set forth in the preceding sentence, in no event shall the
Leased Premises be used for any exclusive use granted by Lessor to other tenants ofthe Center prior
to or subsequent to the date of this Lease.

(b) Compliance with Laws and Regulations. Lessee shall, at its expense,comply fully
with all ordinances, codes, laws, rules, regulations and orders of all federal, state and municipal

548387v7 9
 governments and any subdivision or agency thereof applicable to the Leased Premises or Lessee's
use or occupancy thereof, now in force or which may hereafter be enacted or promulgated,including
all applicable requirements ofthe Americans with Disabilities Act of 1990. In addition,Lessee shall
not use the Leased Premises or permit anything to be done in or about the Leased Premises which
shall in any way conflict with any exclusive use rights or prohibited use restrictions of other lessees
within the Center or with any recorded covenants, conditions and restrictions affecting the Center
now in force or which may hereafter be in force. Lessee shall neither store, use or sell in or about
the Leased Premises any article nor permit any act which will cause the premiums for insurance to
increase or cause a cancellation of any policy upon the building in which the Leased Premises are
located or any part thereof. Lessee shall, at its sole cost and expense, comply with any and all
requirements and recommendations of any insurance organization or company necessary for the
maintenance of reasonable fire and public liability insurance covering said buildings and
appurtenances.

(c) Business Hours. Subject to Lessee's right to Go Dark described herein below
(except during the Measurement Period [defined below]during which time Lessee shall not have the
right to Go Dark), Lessee shall operate continuously and uninterruptedly in the entire Leased
Premises the business which it is permitted to operate under the provisions of this Lease and, at all
times, shall keep and maintain within the Leased Premises an adequate stock of merchandise and
trade fixtures and adequate staff to service and supply the usual and ordinary requirements of its
customers. Notwithstanding anything to the contrary contained in this Section 5(c), after the Lessee
opens for business and operates its business in the Leased Premises for one(1)full business day in
accordance with Section 5(g)below,Lessee shall have the right at any time thereafter(except during
the Measurement Period) to cease operating the business conducted upon the Leased Premises
(hereinafter referred to as "Go Dark"), after giving Lessor at least ninety (90) days' prior written
notice thereof, provided(a)Lessee is not then in default under this Lease;(b)Lessee shall continue
to pay to Lessor all sums ofevery nature required to be paid by Lessee pursuant to the terms ofthis
Lease at the times due and payable as provided herein; and(c)Lessee shall continue to fully perform
all of the other terms and provisions of this Lease. In the event that Lessee has met the foregoing
conditions and elects to Go Dark, and Lessee remains closed for business for ninety(60) days or
more in any twelve(12)month period("Go Dark Period"),Lessor,in its sole discretion, shall have
the right to recapture possession of the Leased Premises and terminate this Lease by providing
Lessee with written notice of Lessor's election to do so (hereinafter referred to as the "Recapture
Notice"). In such event, this Lease shall terminate thirty (30) days after Lessee's receipt of the
Recapture Notice. Lessee shall return the Leased Premises to Lessor in accordance with the terms of
Section 17(a) of this Lease on or before thirty (30) days after Lessee's receipt of the Recapture
Notice. In the event this Lease is terminated by Lessor pursuant to this Section within the Initial
Term of this Lease, Lessee shall pay to Lessor the unamortized portion of the (A)Improvement
Allowance,(B)brokerage commissions incurred by Lessor in connection with this Lease, and(C)
costs ofthe Lessor Work,such amortization on all such costs being calculated on astraight-line basis
with interest over the Initial Term ofthis Lease. From and after the date Lessee exercises its right to
Go Dark,Lessee shall provide keys to the Leased Premises to Lessor,for the purpose ofshowing the
Leased Premises to prospective replacement tenants and for Lessor to exercise its rights to enter the
Leased Premises as provided in this Lease, and Lessee agrees to hold Lessor harmless from and
against any losses, damages,liability or costs and expenses,including, without limitation,reasonable
attorneys' fees, arising from or in connection with such entry except to the extent the same are
ultimately determined to be attributable to Lessor's gross negligence or willful misconduct.

548387v7 1
 (d) Illumination of Windows and Sins. Whether or not open for business,Lessee shall
keep its show windows and sign illuminated during such hours as Lessor or any Merchant's
Association of which Lessee is a member may reasonably delegate (or if there is no Merchant's
Association, as is customary in the Southern California area for business operations).

(e) No Auction Sales. Lessee shall not conduct nor permit to be conducted any sale by
auction in or on the Leased Premises.

(fl Name ofBusiness. Lessee agrees to operate its business in the Leased Premises and
identify itselfto the public in connection with such business under the name of"CycleBar"("Trade
Name")and no other name without Lessor's prior written consent, which consent may be granted or
withheld in Lessor's sole and absolute discretion.

(g) Opening Date. Lessee shall commence construction of the Lessee's Work as
specified in E~ibit"C" upon delivery of possession of the Leased Premises to Lessee, and shall
diligently prosecute same to completion. Lessee covenants to open for business to the public for the
permitted use and under its Trade Name,with the Leased Premises fully fixturized and stocked with
merchandise and inventory, no later than the expiration of the period set forth in Section 2(b)(ii)
above. Notwithstanding the foregoing, provided that(i) Lessee has submitted Lessee's plans and
specifications on a timely basis in accordance with Exhibit "C", and (ii) Lessee has diligently
pursued the Permits,then,in the event Lessor does not deliver possession ofthe Leased Premises to
Lessee on or before May 1, 2016, Lessee shall have the right to delay opening for business until
August 1,2016,and the Commencement Date shall not occur and the payment ofMinimum Monthly
Rent, Additional Rent, and any other regularly recurring charges payable by Lessee to Lessor shall
not initially commence during the period from May 1,2016 through July 31,2016(the "Black Out
Period"),unless Lessee elects to open for business during such Black Out Period,in which event the
Commencement Date shall occur on the date Lessee opens for business, and Lessee shall pay fifty
percent(50%)of Minimum Monthly Rent and NNN Expenses, and 100% of any other Additional
Rent or other regularly recurring charges payable by Lessee to Lessor in accordance with all ofthe
provisions of this Lease commencing on such date until the expiration of the Black Out Period, at
which point Lessee shall immediately commence the regular full payment of Minimum Monthly
Rent(at the then applicable rates), NNN Expenses, and any other charges payable under this Lease
computed in the way and manner as otherwise provided in this Lease, subject to the Abatement
Period described in Section 3(a) above. In the event the Commencement Date is otherwise
scheduled to occur during the Black Out Period and Lessee does not elect to open for business from
the Leased Premises during such period, then the Commencement Date shall occur on August 1,
2016,and Lessee shall commence the regular payment ofMinimum Monthly Rent, Additional Rent
and any other regularly recurring charges payable by Lessee to Lessor upon such date,subject to the
Abatement Period described in Section 3(a) above.

(h) Exclusive Use. Lessor agrees that during the Lease term as long as Lessee is open
and operating continuously in the entire Leased Premises strictly in accordance with the provisions
ofthis Lease and Lessee is not otherwise in default under this Lease,Lessor shall not lease any other
premises in the Center that Lessor has control ofto any lessee engaged in the business ofoperating a
cycle fitness studio ("Exclusive Services"). However,this restriction will not apply to the lessees
and occupants,and their successors and assigns,in possession ofpremises at the Center under leases
entered into before the date ofthis Lease or in the event any existing or subsequently-adopted laws

sas3s~~~ 11
prohibit or modify such restriction. Lessee acknowledges that this restriction is intended to apply to
a direct competitor ofLessee such as SoulCycle, but is not intended to prevent Lessor from leasing
space to another lessee that may provide any Exclusive Services on an incidental basis.

(i) Music. Lessor hereby acknowledges that Lessee may play recorded music in the
Leased Premises as part ofLessee's customary business operations. However,such music shall not
be played or amplified in such a manner which is annoying to persons outside of the Leased
Premises or in adjacent Lessee premises or neighboring properties, or in any way violates applicable
laws or Lessor's rules and regulations. Lessee's on-site management shall immediately comply with
Lessor's on-time management requests concerning reduction ofthe volume ofsuch music ifLessor
receives any complaints relating to same. Notwithstanding anything to the contrary contained in the
Lease, as a condition precedent to any right of the Lessee to play recorded music in the Leased
Premises, Lessor expressly reserves the right to require Lessee, at Lessee's sole cost and expense as
part ofthe initial Lessee's Work or otherwise as may be required by Lessor from time to time during
the Lease term, to install sound attenuation measures in the Leased Premises acceptable to Lessor.
Any television and sound equipment utilized in the Leased Premises shall be designed so that the
sound sources are located a sufficient distance from lease lines so as to prevent sound emissions and
vibrations from the Leased Premises to adjacent premises. Installation of acoustical insulation or
sound dampening material shall meet with the requirements of all governing codes and Lessor's
approval. At a minimum, Lessee shall install sufficient acoustical insulation to prevent the
transmission of any sound or noise in excess of40 decibels(db)from the Leased Premises. Lessee
agrees that the 40 db sound level may be verified by Lessor through the use ofa portable sound level
meter, and in the event Lessor determines that Lessee is transmitting sound or noise outside the
Leased Premises in excess of the 40 db level, Lessee will immediately resolve this condition in a
manner reasonably approved by Lessor.

6. RESTRICTIVE COVENANT.

Lessee agrees that during the term of this Lease it will not, nor will any person, firm, or
corporation which controls or is controlled by Lessee,own,operate or become financially interested
in a business similar to the one to be operated by Lessee hereunder within two (2) miles in any
direction from the Leased Premises,excluding,however,any business being conducted as ofthe date
ofthis Lease. Lessee agrees that from and after the end ofthe term ofthis Lease it will not, nor will
any person,firm, or corporation which controls or is controlled by Lessee, operate under or use in
any manner any name which includes the name of the Center.

7. MERCHANT'S ASSOCIATION.

A Merchant's Association maybe formed for the general purpose offurthering the business
interest ofthe Center as a whole. By execution ofthis Lease,Lessee agrees to become a member of
and maintain membership in such Merchant's Association during the term of this Lease, to pay
promptly all dues and assessments, and to comply with the bylaws and rules and regulations ofthe
Merchant's Association. Lessee's dues to the Merchant's Association shall be as set forth in the
bylaws. Default in payment of such dues shall be treated in similar manner to default in rent with
like rights of Lessor at its option to collect on behalf of the Merchant's Association.

548387v7 12
 8. RULES AND REGULATIONS.

Lessee agrees that Lessor may,from time to time, establish reasonable rules and regulations
for the management,safety,care and cleanliness ofthe Center,including the Common Areas therein
and for the convenience of all occupants and tenants of the Center. Lessee, together with all other
persons entering or occupying the Leased Premises at Lessee's request or with Lessee's permission,
shall comply with such rules and regulations and violations thereofshall be a breach ofthe Lease by
Lessee. Attached hereto as E~ibit "B" and made a part hereof are the initial rules and regulations
presently in effect.

9. INDEMNIFICATION.

Lessee agrees to indemnify,defend(with counsel reasonably acceptable to Lessor)and hold

harmless Lessor, and Lessor's agents, employees and contractors, from and against any and all
claims, demands,losses, liabilities, causes ofaction, suits,judgments,damages,costs and expenses
(including attorneys' fees)(collectively, "Claims"), arising from any occurrence in or about the
Leased Premises,the use and occupancy ofthe Leased Premises, or from any activity, work,or thing
done, permitted or suffered by Lessee, its agents, employees, contractors, shareholders, partners,
invitees,subtenants or assignees in or about the Leased Premises or due to any other act or omission
of Lessee, its subtenants, assignees, invitees, employees, contractors and agents, or from Lessee's
failure to perform its obligations under this Lease(other than any loss arising from the sole or gross
negligence of Lessor or its agents), even though caused or alleged to be caused by the joint,
comparative, or concurrent negligence or fault of Lessor or its agents, and even though any such
claim, cause of action, or suit is based upon or alleged to be based upon the strict liability of Lessor
or its agents. This indemnity provision shall survive termination or expiration of this Lease. The
furnishing of insurance required hereunder shall not be deemed to limit Lessee's obligations under
this Section 9. Lessor shall not be liable to Lessee, and Lessee hereby waives all Claims against
Lessor and the other indemnified parties, for any damages arising from any act, omission or neglect
ofany other tenant in the Center and in no event shall Lessor or any ofthe other indemnified parties
be liable for any injury or interruption to Lessee's business or any loss ofincome therefrom under
any circumstances and neither Lessor nor any ofthe other indemnified parties shall be liable for any
indirect or consequential losses or damages suffered by Lessee.

10. WAIVER OF SUBROGATION.

Lessor and Lessee hereby agree that no insurer ofany interest ofeither shall have any right of
subrogation against the other under any property insurance policies carried by either on the Leased
Premises or any part thereof and that an appropriate waiver shall be placed in such policies.

1 1. INSURANCE.

During the entire term of this Lease, Lessee shall, at its sole cost and expense, but for the
mutual benefit ofLessor and Lessee, maintain commercial general liability insurance against claims
for personal injury, death or property damage occurring in, upon or about the Leased Premises and
on any sidewalks directly adjacent to the Leased Premises. The minimum requirements of such
insurance shall be not less than Three Million Dollars($3,000,000.00)combined single limit bodily
injury, personal injury, death and property damage liability per occurrence, or a current limit carried

sas3a~~~ 13
by Lessee, whichever is greater, insuring against any and all liability ofthe insureds with respect to
the Leased Premises or arising out ofthe maintenance, use or occupancy ofthe Leased Premises or
related to the exercise ofany rights ofLessee pursuant to this Lease,subject to increases in amounts
as Lessor may reasonably require from time to time. All such liability insurance shall specifically
insure the performance by Lessee ofthe indemnity agreement as to liability for injury to or death of
persons and injury or damage to property in Article 9 above. Further, all liability insurance shall
include,but not be limited to, personal injury, blanket contractual, cross liability and severability of
interest clauses, products/completed operations, broad form property damage, independent
contractors, owned, non-owned and hired vehicles and, if alcoholic beverages are served, sold,
consumed or obtained in the Leased Premises, liquor liability. Lessor and any other party Lessor
designates shall be named as additional insured with respect to such commercial general liability
policy. In addition, Lessee, at its own expense, shall during the term hereof keep and maintain in
full force and effect adequate plate glass insurance for the Leased Premises. Lessee shall procure,
pay for and keep in full force and effect Worker's compensation coverage as required by law,
together with employer's liability coverage and a waiver by Lessee's insurer of any right of
subrogation against Lessor by reason of any payment pursuant to such coverage. At its own
expense, Lessee shall during the term hereof keep and maintain business interruption or loss of
income insurance in amounts and minimum durations satisfactory to Lessor (but in any event
(covering a minimum ofone(1)year of anticipated gross income). Lessee also shall maintain at its
own expense for its own account, adequate insurance with respect to the Lessee's interest in,and use
of the Leased Premises, including but not limited to, all risk property insurance covering all
leasehold improvements, all alterations permitted under Article 13 and/or improvements permitted
under the Work Letter Attached hereto as E~iibit "C", and all trade fixtures, merchandise and
personal property which are, from time to time, in, on or about the Leased Premises, in an amount
not less than their full replacement value including replacement cost, endorsement cost providing
protection against any peril included within the classification "Special Form"(formerly known as
"all risk"), including sprinkler damage, vandalism, and malicious mischief. Lessor, and any other
party Lessor shall designate, shall be included as loss payees) with respect to such insurance.

Lessee shall also maintain any insurance policies designated necessary by Lessor with regard
to Lessee's or Lessee's contractors'construction ofLessee's Work pursuant to Exhibit "C",as well as
with regard to the construction ofany alterations,improvements or additions to the Leased Premises
pursuant to Article 13 ofthis Lease including, without limitation, contingent liability and "all risks"
builders' insurance, in amounts acceptable to Lessor.

Lessee shall furnish to Lessor, copies of such insurance policies promptly upon Lessor's
written request. All such policies of insurance shall be issued in the name of Lessee and Lessor,
shall be and shall declare that such policy is primary and any other coverage (or self-insurance)
possessed by Lessor is excess, and copies ofsame shall be delivered to Lessor. All such policies of
insurance shall contain a provision for not less than ten(10)days prior written notice to Lessor of
any modification or cancellation of the policy. All policies of insurance required to be carried by
Lessee hereunder shall be issued by insurance companies with general policy holder's rating of not
less than A and a financial rating of not less than Class VII, as rated in the most current available
"Best's Key Rating Guide",and which are qualified to do business in California. Executed copies of
the policies of insurance or certificates thereof shall be delivered to Lessor prior to Lessee or its
agents or employees entering the Leased Premises for any purpose. Thereafter, executed copies of

548387v7 14
renewal policies or certificates thereofshall be delivered to Lessor within thirty(30)days prior to the
expiration of the term of each policy.

12. USE AND MAINTENANCE OF THE COMMON AREAS.

Lessor hereby grants to Lessee the right to use the Common Areas(except those portions of
the Common Area on which have been constructed or placed permanent or temporary kiosks,
displays, carts and stands and except areas used in the maintenance or operation of the Center) in
common with Lessor and other occupants and tenants ofthe Center and their customers and invitees,
to and from the Leased Premises and the public streets adjacent to the Center,for both vehicular and
pedestrian traffic and for the parking ofvehicles. The Common Areas shall be maintained and used
pursuant to the following regulations:

(a) Maintenance. The manner in which the Center is maintained shall be determined by
Lessor in its sole discretion.

(b) Changes. Lessor reserves the right, in its sole discretion, at any time and from time
to time to make changes in, additions to and deletions from the Common Areas. Lessor's rights shall
include, but not be limited to, the right to(a) restrain the use ofthe Common Area by unauthorized
persons;(b)cause Lessee to remove or restrain persons from any unauthorized use ofthe Common
Area if they are using the Common Area by reason of Lessee's presence in the Center;(c) utilize
from time to time any portion of the Common Area for promotional, entertainment and related
matters;(d)place permanent or temporary kiosks, displays, carts and stands in the Common Area
and to lease same to tenants;(e)temporarily close any portion of the Common Area for repairs,
improvements or alterations, to discourage noncustomer use,to prevent dedication or an easement by
prescription, or for any other reason deemed sufficient in Lessor's judgment; and (~ change the
shape and size of the Common Area, add, eliminate or change the location ofimprovements to the
Common Area,including, without limitation, buildings, parking areas,roadways and curb cuts, and
construct buildings on the Common Area. Lessor may determine the nature, size and extent ofthe
Common Area and whether portions ofthe same shall be surface, underground or multiple-deck,as
well as make changes to the Common Area from time to time which in its opinion are deemed
desirable for the Center.

(c) Expenses. In order to defray the expenses incurred by Lessor in owning,operating,

maintaining,repairing,replacing and policing the Common Areas,Lessee will pay to Lessor a pro-
ratashare ofsuch expenses; such share shall be based upon the percentage that the interior floor area
of the Leased Premises bears to the total interior floor area (whether ground floor, basement,
mezzanine or any higher floor area and including, without limiting the generality ofthe foregoing,
all interior or exterior areas used or intended for use for the exclusive benefit ofa particular occupant
in the Center) of all the leased and occupied premises in the Center.

It is understood and agreed that the phrase "expense incurred by Lessor in owning,operating,
maintaining,repairing,replacing,insuring and policing the Common Areas" as used herein shall be
construed to include, but not be limited to, all sums expended by Lessor in connection with the
Common Areas for all general maintenance and repairs, capital expenditures,resurfacing, painting,
restriping, cleaning, sweeping and janitorial services, planting and landscaping; lighting and other
utilities, directional signs and other markers and bumpers,personnel to implement such services and

548387v7 15
to police the Common Areas,personal property taxes and assessments thereon,commercial general
liability insurance, property damage insurance and such other insurance that Lessor(in its sole and
absolute discretion)elects to maintain,and a reasonable allowance to Lessor for Lessor's supervision
of the Common Areas (but said cost of supervision shall not exceed in any calendar year fifteen
percent(15%) of the total of the aforementioned expenses for said calendar year). Lessor may,
however, cause any or all of said services to be provided by an independent contractor or
contractors. Lessee agrees to pay to Lessor Lessee's pro-rata share ofsuch expenses as estimated by
Lessor with each payment of the Minimum Monthly Rent as stipulated in Article 3 herein. Lessor
agrees to furnish to Lessee a statement itemized in reasonable detail setting forth the total expenses
for the Common Areas, said statement further setting forth the amount actually paid by Lessee
during the period covered by the statement, indicating any additional amounts due from Lessee or
credit owing from Lessor, said statement to be furnished to Lessee at least annually, but not more
often than quarterly. Said additional sums due Lessor, if any, shall be shown on Lessor's statement
and shall be due and payable to Lessor with the next Minimum Monthly Rent payment.

There shall be appropriate adjustment ofLessee's share ofthe Common Areas'expenses as of

the commencement and expiration of the term of this Lease, as reasonably determined by Lessor.

As ofthe date ofthis Lease, Lessee's pro-rata share ofNNN Expenses during the first Lease
Year ofthe Initial Term are estimated to be $5.13 per square foot per annum ofthe floor area ofthe
Leased Premises. Lessee acknowledges that the foregoing is an estimate only and, notwithstanding
anything to the contrary contained herein, Lessee's pro-rata share ofNNN Expenses shall be based
on the actual amounts attributable to the Leased Premises and/or paid or payable by Lessor.
Notwithstanding the foregoing, for purposes of determining NNN Expenses, Controllable NNN
Expenses(defined below)for the second Lease Year and each subsequent Lease Year ofthe Initial
Term shall not exceed the Controllable NNN Expenses Cap (defined below). The term
"Controllable NNN Expenses Cap" shall mean, with respect to the second Lease Year, one
hundred five percent(105%)ofthe aggregate amount ofControllable NNN Expenses with respect to
the first Lease Year, and with respect to each subsequent Lease Year during the Initial Term,the
Controllable NNN Expenses Cap shall increase by five percent (5%) over the applicable
Controllable NNN Expenses Cap for the immediately preceding Lease Year(irrespective ofwhether
the actual Controllable NNN Expenses for the preceding Lease Year was less than the amount ofthe
applicable Controllable NNN Expenses Cap for such preceding Lease Year), such increase to be
cumulative and compounded annually. For illustrative purposes only, if the actual amount of
Controllable NNN Expenses during the first Lease Year was $100, then the Controllable NNN
Expenses Cap for the second Lease Year would be $105,and the Controllable NNN Expenses Cap
for the third Lease Year would be $110.25 and the Controllable NNN Expenses Cap for the fourth
Lease Year would be $115.76,etc., and such increases in the Controllable NNN Expenses Cap shall
occur irrespective ofwhether the actual Controllable NNN Expenses in any Lease Year are less than
the Controllable NNN Expenses Cap. In no event shall there be any cap on Controllable NNN
Expenses with respect to any renewal or extension of the Initial Term. The term "Controllable
NNN Expenses" shall mean all NNN Expenses,except for the following:(i)the cost of all charges
for electricity, gas, water and other utilities;(ii)the cost ofall charges for all insurance for the Center
and/or the Leased Premises carried by Lessor;(iii) costs incurred in connection with upgrading the
Leased Premises, or the Center to comply with codes, ordinances, regulations, statutes and/or other
laws which first become effective on or after the date of this Lease; and (iv) all taxes (including,
without limitation, real estate taxes).

548387v7 16
 (d) Employee Parkin. Automobiles ofLessee,its employees or agents shall be parked
only areas designated for "employee parking," and Lessor or the Merchant's Association(ifLessor
in
has delegated such privilege) shall have the right to remove any such car found in an area not
designated for employee parking, without liability ofany kind to Lessor,its employees or agents and
Lessee agrees to indemnify and hold harmless Lessor from any liability or damage arising from such
removal. Upon request of Lessor, Lessee shall supply Lessor with a list of license numbers of
automobiles for automobiles used by its employees or agents.

13. ALTERATIONS.

Lessee shall not make any additions or alterations of the Leased Premises, or any part
thereof, without the prior written consent of Lessor and subject to any terms and conditions that
Lessor may require. Prior to making any additions or alterations, Lessee, at its expense, shall (i)
submit to Lessor for its approval, detailed plans and specifications ("Plans") of each proposed
addition or alteration, and with respect to any alteration or addition affecting any base Center system
or equipment, evidence that the same has been designed by, or reviewed and approved by,Lessor's
designated engineer for the affected base Center system or equipment, (ii) obtain all permits,
approvals and certificates required by any governmental authorities,(iii)furnish to Lessor duplicate
original policies or certificates of worker's compensation (covering all persons to be employed by
Lessee, and Lessee's contractors and subcontractors in connection with such alteration),commercial
general liability (including property damage coverage) and business auto insurance and Builder's
Risk coverage (as described in Article 11) all in such form, with such companies,for such periods
and in such amounts as Lessor reasonably requires, naming Lessor any other party that Lessor
reasonably designates as additional insureds, and (iv) furnish to Lessor reasonably satisfactory
evidence ofLessee's ability to complete and to fully pay for such alterations. Any such additions or
alterations, except movable furniture and trade fixtures, shall become at once a part ofthe realty and
belong to Lessor. All heating,lighting, plumbing,electrical and air conditioning installations made
by Lessee shall become the property of Lessor and are not considered trade fixtures. Lessee shall
advise Lessor in writing,in advance,ofthe date ofcommencement ofany alteration consented to by
Lessor,in order to permit Lessor to post notice ofnon-responsibility. Lessee will promptly pay and
discharge all claims for work or labor done, and supplies furnished, to Lessee for alterations, and
will keep the Leased Premises free and clear ofall mechanics'liens in connection therewith. Lessee
shall repair any damages caused by the removal of any movable furniture or trade fixtures from the
Leased Premises.

14. SIGNS.

(a) Lessee shall, at Lessee's sole cost and expense, install: (i) a storefront sign on the
Leased Premises identifying Lessee's Trade Name and (ii) Lessee's standard sign package which
contains window clings and Lessee's Trade Name with tag line and cup (collectively, the "Lessee
Signage"). The Lessee Signage shall be subject to Lessor's approval as to size, quantity, design,
location, graphics, materials, colors and similar specifications and shall be consistent with the
exterior design, materials and appearance of the Center and the Center's sign criteria, all in
accordance with afirst-class shopping center, and shall be further subject to all applicable local
governmental laws,rules, regulations, codes and other governmental approvals and any applicable
covenants, conditions and restrictions. Lessor has the right, but not the obligation, to oversee the
installation ofthe Lessee Signage. The cost to maintain and operate the Lessee Signage shall be paid

548387v7 17
for by Lessee. In all other respects, Lessee shall not place or permit to be placed any sign, marquee,
awning, decoration or other attachment on or to the roof, front, windows, doors or exterior walls of
the Leased Premises without the prior written consent ofLessor. Lessor may,without liability and at
Lessor's expense, enter upon the Leased Premises and remove any sign, marquee, awning,
decoration or attachment placed on the Leased Premises without such consent. Lessor may from
time to time establish rules and regulations regarding the size, type, design and maintenance of all
exterior signs and decorations in the Center. Lessee agrees to comply with such rules and
regulations and to purchase, install and maintain at each customer entrance a new exterior identity
sign conforming to such rules and regulations. Lessee shall repair, at its sole cost and expense, any
damage to the building caused by the erection, maintenance or removal of any sign, marquee,
awning,decoration or other attachment. Lessee shall at all times and at its expense maintain its signs
in the show windows and doors in a neat and clean condition.

(b) Subject to Lessor's approval as to, without limitation, size,design,location, graphics,

materials, colors and similar specifications, and consistent with the exterior design, materials and
appearance ofthe Center and the Center's signage program, and subject to all matters ofrecord and
all applicable governmental laws, rules, regulations, codes and Lessee's receipt of all permits and
other governmental approvals and any applicable covenants,conditions and restrictions(ifrequired),
Lessee has the right to install one(1)identification panel on each side ofthe existing pylon sign of
the Center (the "Pylon Sign"), identifying Lessee's trade name, such panel to be in a location
determined by Lessor. Lessee is responsible for the cost to manufacture, maintain,remove,replace
and install its identification panels, and such work shall be performed by Lessee in accordance with
plans and specifications approved in advance by Lessor. Lessee agrees to maintain Lessee's sign
panels in good condition at all times. Lessor will repair and maintain such Pylon Sign, including
utilities and light bulbs behind the occupant's identification panels, but each occupant will maintain
its own identification panel. Lessee will pay its proportionate share(based on the square footage of
Lessee's sign panels compared to the square footage ofall tenant sign panels installed on such Pylon
Sign) of the costs of maintenance, operation and repair of the Pylon Sign containing the Lessee
identification panels, which shall be paid in the same manner, but separate from, NNN Expenses.
Upon surrender or vacation ofthe Leased Premises by Lessee or earlier termination ofthe Lease or
Lessee's rights to use the Pylon Sign,Lessee shall be responsible, at its sole cost,for the removal of
Lessee's sign panels and for the repair of any damage to the Pylon Sign caused by Lessee's
installation and/or removal ofLessee's sign panels. IfLessee fails to perform such work,Lessor may
cause the same to be performed,and the cost thereofshall be due and payable twenty(20)days after
demand therefor. Notwithstanding anything to the contrary contained herein or in the Lease, the
signage rights set forth in this section shall be personal to the Original Lessee and any Lessee
Affiliate to whom this Lease is assigned, and may not be assigned or transferred in any manner,and
shall only be available if Lessee is leasing the entire Premises and conducting business therefrom.

15. SIDEWALK OBSTRUCTIONS.

Lessee shall not obstruct its exterior vestibules, the sidewalks adjacent to the Leased
Premises or any portion ofthe Common Areas by placing or allowing to be placed any item thereon,
including, without limitation, newspaper racks, bicycle stands,merchandise, grocery carts, weighing
machines, amusement rides, or refuse or other waste materials except in covered cans on the day
scheduled for scavenger pickup.

sas3s~~~ 18
16. WASTE.

Lessee shall not commit,or suffer to be committed, any waste upon the Leased Premises,or
any public or private nuisance, or other act or things which may disturb the quiet enjoyment of any
other tenants in the building in which the Leased Premises may be located or in the Center,
neighbors of the Center or public authorities.

17. MAINTENANCE AND REPAIR.

(a) Lessee's Duties. By entry hereunder,Lessee acknowledges that it has inspected the
Leased Premises and appurtenances and they are in good, clean and sanitary order and repair.
Except as expressly set forth herein, Lessee at its expense, shall maintain in good order, condition
and repair, including necessary replacements, all portions ofthe interior and exterior ofthe Leased
Premises and appurtenances,including, without limitation,store front, windows,glass,tenant signs,
all doors,utility connections, heating, ventilation and air conditioning, windows,interior plumbing,
sewers and drains. The Leased Premises shall be maintained in a clean and sanitary condition at all
times.

Lessee shall paint or otherwise redecorate or renovate the interior ofthe Leased Premises and
Lessee's trade fixtures as necessary to maintain them in afirst-class condition during the term ofthis
Lease. Any and all repairs of any nature whatsoever shall be at the expense of Lessee, except such
as may be caused by the gross negligence or willful conduct of Lessor, its agents or employees.
Lessee, at its expense,shall procure and maintain in effect at all times during the term ofthis Lease,
a full service maintenance agreement with a qualified mechanical contractor covering any heating,
ventilation or air conditioning("HVAC")equipment provided by Lessor and upon request shall
provide Lessor with a copy.

At the termination ofthis Lease,Lessee, at its expense, will remove its signs, trade fixtures,
partitions, extra plumbing,equipment and all its other personal property from the Leased Premises,
and will surrender the Leased Premises and appurtenances to Lessor in a state of good repair(in at
least as good order and condition as when Lessee took possession of the Leased Premises and as
thereafter improvement by Lessor and/or Lessee),except for reasonable wear and tear, obsolescence
and damage by fire, act of God or the elements, or damage which Lessor is required to repair
hereunder. All modifications to the Leased Premises made by Lessee shall, at Lessor's election, be
removed or repaired by Lessee at its expense. Lessee waives all rights under Sections 1941 and
1942 ofthe Civil Code ofthe State of California authorizing a tenant to make repairs at the expense
of his landlord.

(b) Lessor's Duties. Except for the roof and exterior walls (other than Lessee's store
front, which Lessee shall maintain), which Lessor agrees to maintain, Lessor shall have no
obligations to maintain, repair or replace any portion of the Leased Premises or to provide any
services whatsoever to Lessee or the Leased Premises.

18. INSPECTION OF LEASED PREMISES.

Lessor, at all reasonable times, without liability, may go upon and into the Leased Premises,
for the purpose of inspecting the same, making repairs or alterations, and posting notices for the
protection of Lessor or the Leased Premises.

548387v7 19
19. WAIVER.

No waiver of any default or breach of any term, covenant or condition by either party
hereunder shall be construed to be a waiver ofsuch term, covenant or condition or any preceding or
subsequent default or breach of the same or any other term or covenant herein contained. The
subsequent acceptance of rent hereunder by Lessor shall not be deemed to be a waiver of any
preceding breach by Lessee of any term or covenant hereof, other than the failure of Lessee to pay
the particular rental so accepted, regardless of Lessor's knowledge of such preceding breach at the
time of acceptance of such rent.

20. EMINENT DOMAIN.

(a) Total or Substantial Taking. In the event ofa taking of all ofthe Leased Premises
or a taking ofsuch a substantial portion thereofso that a reasonable reconstruction will not result in
the Leased Premises being reasonably suitable for the conduct of Lessee's business or Lessee's
continued occupancy with adequate parking and access, for any public use by right of eminent
domain or private purchase in lieu thereof,this Lease shall terminate on the date that the possession
of the Leased Premises or part thereof is taken. No award for any partial or entire taking shall be
apportioned and Lessee hereby renounces any interest in, and assigns to Lessor any award made in
any condemnation proceeding for any such taking, provided that Lessor shall have no interest in or
be assigned any award made to Lessee for the taking ofpersonal property and fixtures belonging to
and removable at termination by Lessee, or for the interruption of or damage to Lessee's business.

(b) Partial Taking. In the event of a partial taking wherein the remaining part of the
Leased Premises(after reconstruction ofbuilding and improvements) would be reasonably suitable
for Lessee's continued occupancy and conduct ofits business and Lessor elects, by notice to Lessee
within fifteen(15)days ofsuch taking,to cause such reconstruction,this Lease shall terminate as to
the part so taken as ofthe date oftransfer of possession, and the rental shall be reduced in the same
proportion that the floor area ofthe portion ofthe Leased Premises so taken(less any additions to the
Leased Premises by reconstruction) bears to the original floor area ofthe Leased Premises. IfLessor
so elects, Lessor shall, at its own cost and expense, make all necessary repairs or alterations to the
Leased Premises required to make such premises a complete facility for the conduct of Lessee's
business (but in no event shall Lessor be required to restore to a greater condition than the initial
delivery condition). During such period of repair and restoration, rental shall be abated on a
proportionate basis as computed above. Otherwise, this Lease shall terminate on the date that the
possession of the part of the Leased Premises is taken.

(c) Taking of Material Portion of the Center. In the event of a taking of a material
portion of the Center, as determined by Lessor, for any public use by right of eminent domain or
private purchase in lieu thereof, Lessor shall have the right to terminate this Lease on the date the
taking.

(d) General Provisions; Code Waivers. No award for any partial or entire taking shall
be apportioned and Lessee hereby renounces any interest in, and assigns to Lessor any award made
in any condemnation proceeding for any such taking, provided that Lessor shall have no interest in
or be assigned any award made to Lessee for the taking ofpersonal property and fixtures belonging
to and removable at termination by Lessee,or for the interruption ofor damage to Lessee's business.

548387v7 2~
Lessee hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 ofthe
California Code of Civil Procedure, or any other California law, statute or ordinance now or
hereafter in effect, to seek termination ofthis Lease in the event ofa taking,it being the intent ofthe
parties that the provisions ofthis Article 20 ofthis Lease shall govern the rights ofthe parties in such
event.

21. DESTRUCTION.

(a) Lessor's Liability to Repair. Except as expressly provided herein,Lessor shall not
be required to repair the Leased Premises in the event of any total or partial destruction thereof. If
the Leased Premises are totally or partially destroyed by any cause insured against by Lessor under
Lessor property insurance policy and Lessor's lender permits such use of the insurance proceeds,
Lessor shall forthwith repair the damage,provided there are sufficient funds available to Lessor from
the insurance proceeds received by Lessor and provided further that Lessor shall not be obligated to
repair if repairs cannot reasonably be made within sixty (60) days from date of destruction,
considering statutory rules and regulations,extent ofthe damage,and availability oflabor, materials,
and supplies.

(b) Repairs by Lessor. IfLessor is required to repair under(a)above or if Lessor need

not repair but nevertheless elects to make repairs, Lessor shall give written notice to Lessee within
ninety(90)days ofthe occurrence ofthe total or partial destruction. This Lease shall continue in full
force and effect and rent shall be proportionately reduced while repairs are being made based upon
the extent to which the damage and making of repairs shall interfere with Lessee's business;
provided, however, that no rent reduction is applicable if the Leased Premises are unusable for a
period of one (1) day or less, or if the damage is due to the fault or neglect of Lessee. If repairs
cannot, in Lessor's sole discretion, be made within sixty (60) days, Lessor may at its option make
repairs within a reasonable time with the above abatement of rent. In no event shall Lessor be
required to restore the Leased Premises to a greater condition than the initial delivery condition.
With respect to any repairs made by Lessor,Lessee waives the provisions ofSections 1932 and 1933
of the California Civil Code.

(c) Termination ofLease. This Lease shall or may terminate or be cancelled under any
of
one the following conditions existing after destruction of the Leased Premises:

(1) If Lessor does not elect to make such repairs which cannot be made within
sixty(60)days,upon written notice by Lessor to Lessee within ninety(90)days after occurrence of
such damage;

(2) If the building in which the Leased Premises are situated or any or all ofthe
buildings in the Center are damaged from any cause to the extent of not less than thirty-three and
one-third percent(33-1/3%) ofthe replacement cost thereof, at Lessor's option, whether or not the
Leased Premises are damaged;

(3) Upon total destruction of the building in which the Leased Premises are
located; or

(4) If at the time of any destruction of the Leased Premises the amount of
Minimum Monthly Rent remaining due hereunder for the balance ofthe term hereofis less than the

sasss~~~ 21
cost of repairing such damage, Lessor may at its sole option, exercised upon ten(10)days written
notice to Lessee, cancel this Lease, and neither party shall have any further obligation to the other
except for rent and/or other charges which have been accrued and/or that are unpaid at that date.

22. RECEIVER ON BEHALF OF LESSOR.

If, at the instance ofLessor in any action arising under this Lease,a receiver be appointed to
take possession of the Leased Premises or to collect the rents and profits derived therefrom, the
receiver may,if it be necessary or convenient in order to collect such rents and profits, conduct the
business of Lessee then being carried on in the Leased Premises, and may take possession of any
personal property and records used in Lessee's business and the use ofthe same in conducting such
business, without compensation to Lessee for such use. Neither application for nor the appointment
ofa receiver shall be construed as an election by Lessor to terminate this Lease,unless written notice
of such election is given to Lessee.

23. DEFAULT.

(a) Events ofDefault. The occurrence ofany ofthe following events shall constitute an
event of default("Event of Default") and a breach of this Lease on the part ofthe Lessee:

(1) Vacation or abandonment of the Leased Premises.

(2) Lessee shall fail to pay any installment of Monthly Minimum Rent or any
other payment required herein when due, and such failure shall continue for a period of three (3)
days from the date such payment was due.

(3) Any failure ofLessee to provide an estoppel certificate within the time period
required by Article 31 or to execute such documents as may be required pursuant to Article 32
within the time period required therein.

(4) Any violation of the provisions of Articles 5, 11 and 13 that continues for
more than forty-eight(48) hours after written notice of such violation to Lessee.

(5) Breach or default in the performance of any other of Lessee's covenants,

agreements or obligations hereunder continuing for thirty(30)days after service ofwritten notice to
Lessee to cure any such breach or default.

(6) A general assignment by Lessee for the benefit ofcreditors, or the filing ofa
voluntary or involuntary insolvency or bankruptcy proceeding by Lessee or Lessee's creditors, or the
appointment of a receiver to take possession of all or substantially all of Lessee's assets or of the
Leased Premises,or the attachment,execution or otherjudicial seizure ofsubstantially all ofLessee's
assets or the Leased Premises, at the option of Lessor,such option to be exercised by Lessor within
thirty(30) days after receipt of actual notice of any of the aforesaid events.

(7) (x)Any default by Tenant under the Franchise Agreement(ifnot cured within
the earlier of(i) the applicable cure period under the Franchise Agreement, or (ii) five (5) days
and/or(y) any termination of the Franchise Agreement.

548387v7 22
 When this Lease requires service ofa notice,that notice shall replace rather than supplement
any equivalent or similar statutory notice,including any notices required by Code ofCivil Procedure
section 1161 or any similar or successor statute. When a statute requires service of a notice in a
particular manner, service of that notice (or a similar notice required by this Lease)in the manner
required by Section 33 shall replace and satisfy the statutory service-of-notice procedures,including
those required by Code of Civil Procedure section 1162 or any similar or successor statute.

(b) Remedies Upon Default. Upon the occurrence of any event of default by Lessee,
Lessor shall have,in addition to any other remedies available to Lessor at law or in equity,the option
to pursue any one or more ofthe following remedies, each and all of which shall be cumulative and
nonexclusive, without any notice or demand whatsoever.

(1) Terminate this Lease,in which event Lessee shall immediately surrender the
Leased Premises to Lessor, and if Lessee fails to do so, Lessor may, without prejudice to any other
remedy which it may have for possession or arrearages in rent,enter upon and take possession ofthe
Leased Premises and expel or remove Lessee and any other person who may be occupying the
Leased Premises or any part thereof, without being liable for prosecution or any claim or damages
therefor; and Lessor may recover from Lessee the following:

(i) The worth at the time of award of any unpaid rent which has been
earned at the time of such termination; plus

(ii) The worth at the time ofaward ofthe amount by which the unpaid rent
which would have been earned after termination until the time ofaward exceeds the amount ofsuch
rental loss that Lessee proves could have been reasonably avoided; plus

(iii) The worth at the time ofaward ofthe amount by which the unpaid rent
for the balance ofthe Lease term after the time of award exceeds the amount ofsuch rental loss that
Lessee proves could have been reasonably avoided; plus

(iv) Any other amount necessary to compensate Lessor for all the
detriment proximately caused by Lessee's failure to perform its obligations under this Lease or which
in the ordinary course of things would be likely to result therefrom, specifically including but not
limited to, brokerage commissions and advertising expenses incurred, expenses ofremodeling the
Leased Premises or any portion thereoffor a new tenant, whether for the same or a different use,and
any special concessions made to obtain a new tenant; and

(v) At Lessor's election,such other amounts in addition to or in lieu ofthe

foregoing as may be permitted from time to time by applicable law.

The term "rent" as used in this Section 23(b)shall be deemed to be and to mean all sums of
every nature required to be paid by Lessee pursuant to the terms ofthis Lease, whether to Lessor or
to others. As used in Sections 23(b)(1 (i) and (ii), the "worth at the time of award" shall be
computed by allowing interest at the rate of eighteen percent (18%) per annum, but in no case
greater than the maximum amount of such interest permitted by law. As used in
Section 23(b)(11(iii~,the "worth at the time ofaward" shall be computed by discounting such amount
at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one
percent(1%).

548387v7 23
 (2) Lessor shall have the remedy described in California Civil Code
Section 1951.4 (lessor may continue lease in effect after lessee's breach and abandonment and
recover rent as it becomes due, if lessee has the right to sublet or assign, subject only to reasonable
limitations). Accordingly,if Lessor does not elect to terminate this Lease on account ofany default
by Lessee, Lessor may,from time to time, without terminating this Lease, enforce all of its rights
and remedies under this Lease, including the right to recover all rent as it becomes due.

(c) Sublessees of Lessee. Whether or not Lessor elects to terminate this Lease on
account of any default by Lessee as set forth in this Article 23, Lessor shall have the right to
terminate any and all subleases, licenses, concessions or other consensual arrangements for
possession entered into by Lessee and affecting the Leased Premises or may, in Lessor's sole
discretion,succeed to Lessee's interest in such subleases,licenses, concessions or arrangements. In
the event of Lessor's election to succeed to Lessee's interest in any such subleases, licenses,
concessions or arrangements, Lessee shall, as ofthe date of notice by Lessor ofsuch election, have
no further right to or interest in the rent or other consideration receivable thereunder.

(d) Bankruptcy of Lessee.

(1) Notwithstanding the occurrence ofany ofthe foregoing events ofdefault, in

the event ofthe filing or commencement ofany proceeding by or against Lessee, under the Federal
Bankruptcy Code as adopted by the Bankruptcy Reform Act of 1978, the duly appointed Trustee,
subject to Court approval, shall have the right to assume this Lease subject to terms and provisions
and provided that the following conditions are first satisfied:

(a) The Trustee shall cure the default, or provide "adequate assurance"
that the Trustee will promptly cure such default;

(b) The Trustee shall compensate or provide "adequate assurance" that the
Trustee will promptly compensate the Lessor for any actual pecuniary loss to Lessor resulting from
such default; and

(c) The Trustee shall provide "adequate assurance" offuture performance

of the covenants, agreements and obligations of Lessee under the terms ofthe Lease.

(2) For purposes of subpara~ph (1) of this Section, "adequate assurance" of

future performance of the terms and provisions of this Lease, shall include adequate assurance:

(a) of the source of rent and other consideration due under this Lease;

(b) that assumption or assignment of this Lease will not substantially

breach any provision hereof, including the provisions as to radius, location, use or exclusivity
contained herein, or in any other lease, financing agreement, or master agreement relating to the
property leased; and

(c) that assumption or assignment of this Lease shall not substantially

disrupt any tenant mix or balance of the Center.

sas3s~~~ 24
 (3) The failure by the Trustee in any case under Chapter 7 of the Bankruptcy
or
Code to assume reject this Lease within sixty (60)days after the order for relief, or within such
additional time as the Court for cause within such sixty(60)day period shall fix, shall be deemed a
rejection. In a case under Chapter 9, 11, or 13 of the Bankruptcy Code,the Trustee shall retain the
right to assume this Lease at any time prior to the confirmation of a plan, subject to a Court Order
requiring the Trustee to determine whether to assume or reject this Lease within a specified period of
time.

(4) The Trustee, acting in accordance with the provisions contained in

Subparagraph (1) of this Section, shall not under any circumstances require Lessor to provide
services or supplies incidental to this Lease before any assumption ofthis Lease,unless Lessor shall
be compensated under the terms of this Lease for any services and supplies provided under this
Lease before such assumption.

24. LATE PAYMENTS.

Lessor and Lessee agree that the fixing of actual damages for Lessee's breach of Article 3
hereof may be impractical, and therefore, in lieu thereof and as liquidated damages hereunder,
Lessee agrees that upon payment ofany installment ofrent or other monies after three(3)days ofthe
date when due, or any breach of any covenant of Article 3, Lessee shall pay a late charge of ten
percent (10%) of such installment or other money unpaid or of the Minimum Monthly Rent
hereunder, provided, however, that this paragraph does not create any obligation on the part of
Lessor to accept payment ofany sum after its due date. In addition, ifLessee fails to pay when the
same is due and payable any Minimum Monthly Rent or Additional Rent or any other amount due
hereunder, the unpaid amounts shall bear interest, from the date due to the date of payment, at the
lesser of: (a)ten percent(10%)per annum; or(b)the maximum rate permitted by law.

25. LESSOR'S RIGHT TO CURE LESSEE'S DEFAULT.

In the event Lessee fails to perform any obligation imposed upon it under the terms hereof, or
fails to make a payment required ofit hereunder other than payment ofrent to Lessor, or otherwise
defaults or breaches any covenant or agreement set forth herein, and such failure, default or breach
continues for five(5)days after written notice thereof, then in addition to any other right or remedy
hereunder or under California law, Lessor may, without obligation to do so, undertake to perform
such obligation or covenant, make such payment or cure such default or breach including all related
work and payments, for the account and at the expense of Lessee. Lessee shall pay such costs or
expenses to Lessor upon demand,and if not paid by the next due date for Minimum Monthly Rent,
shall thereafter bear interest at the rate equal to the lesser of ten percent(10%) per annum or the
maximum rate permitted by law.

26. FORCE MAJEURE.

Ifeither party hereto shall be delayed or prevented from the performance ofany act required
hereunder by reason of acts of God, labor troubles, inability to procure materials, restrictive
governmental laws or regulations or other cause without fault and beyond the control of the party
obligated (financial inability excepted)(each of the foregoing being referred to in this Lease as
"events offorce majeure"),performance ofsuch act shall be excused for the period ofthe delay and

548387v7 25
the period for the performance ofsuch act shall be extended for a period equivalent to the period of
such delay; provided, however, nothing in this Section contained shall excuse Lessee from the
prompt payment of any rental or other charge required of Lessee hereunder except as may be
expressly provided elsewhere in this Lease.

27. PARTIAL INVALIDITY.

If any term, covenant, condition or provision of this Lease is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of this Lease shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.

28. ATTORNEYS'FEES.

In the event of any action at law or in equity between Lessor and Lessee to enforce any
provision or right hereunder or arising herefrom,the unsuccessful party to such litigation covenants
and agrees to pay to the successful party all costs and expenses as part of any judgment recovery,
including reasonable attorneys' fees, incurred therein by such successful party.

29. ASSIGNMENT AND SUBLETTING.

(a) Lessee agrees that it shall not transfer, assign, sublet, enter into franchise,license or
concession agreements,pledge or hypothecate this Lease,the Leased Premises or Lessee's business
(collectively "Assignment" or "Assign") without first procuring the written consent of Lessor.
Should Lessee desire to enter into an Assignment,Lessee shall request in writing Lessor's consent to
the Assignment at least forty-five(45) days before the effective date ofthe Assignment. Lessee's
request shall provide to Lessor the following information: (a) the terms and conditions of such
Assignment and copies ofthe draft agreements to be executed by Lessee and the proposed transferee
in connection with the proposed Assignment;(b)a description ofthe identity, net worth and previous
business experience ofthe proposed transferee including, without limitation, copies ofthe proposed
transferee's latest income, balance sheet and changes in position statements (with accompanying
notes and disclosures of all material changes thereto) certified as accurate by the proposed
transferee;(c)a detailed description of the proposed use of the Leased Premises together with the
proposed trade name of the transferee; and (d) any further information relevant to the proposed
Assignment which Lessor shall have requested within fifteen (15) days after receipt of Lessee's
request for consent. Within sixty(60)days after receipt of Lessee's request for consent containing
the information above, Lessor shall have the option to respond as follows: (i) consent to the
proposed Assignment, subject to provisions ofthe Article 29;(ii) refuse to consent to the proposed
Assignment; or (iii) elect to terminate this Lease, which termination shall be effective as of the
effective date ofthe proposed Assignment. Notwithstanding the above,Lessee may assign this Lease
or sublet the Leased Premises, or any part thereof, to any entity controlling Lessee, controlled by
Lessee or under common control with Lessee (a "Lessee Affiliate"), without the prior written
consent ofLessor; provided, however,Lessee shall provide at least ten(10)days written notice prior
to assigning this Lease to, or entering into any sublease with, any Lessee Affiliate and the Lessee
Affiliate must have a net worth (calculated in accordance with generally accepted accounting
principles, consistently applied) greater than or equal to that of Lessee as ofthe date of this Lease.

548387v7 26
 (b) If Lessee requests Lessor's consent to an Assignment, Lessor and Lessee agree(by
way ofexample and without limitation)that it shall be reasonable for Lessor to withhold its consent
ifany ofthe following situations exist or may exist: (a) The proposed transferee's use ofthe Leased
Premises differs from the permitted use as set forth in Section 5(a)or the trade name as set forth in
Section 5(fl;(b) in Lessor's business judgment, the proposed transferee lacks sufficient business
reputation or experience to operate a successful business ofthe type and quality permitted under this
Lease andlor proposed by such transferee;(c)Lessee is in default under this Lease;(d)in Lessor's
business judgment, the present net worth ofthe proposed transferee is less than that of Lessee's or
any guarantor of this Lease (if applicable), whichever is greater, measured as of the date of this
Lease or, at Lessor's election, at the date of Lessee's request for consent; or (e)the Assignment
would breach any covenant binding upon Lessor respecting radius,location, use or exclusivity in any
other lease, financing agreement or other agreement relating to the Center. Any attempted or
purported Assignment without Lessor's prior written consent shall be void and ofno force or effect,
and shall not confer any estate or benefit on anyone. A consent to an Assignment by Lessor shall not
be deemed to be a consent to any subsequent Assignment to any other party. Notwithstanding any
contrary provision of this Lease, if Lessee or any proposed transferee claims that Lessor has
unreasonably withheld or delayed its consent to a proposed Assignment or otherwise has breached
its obligations under this Section, Lessee's and such transferee's only remedy shall be to seek a
declaratory judgment and/or injunctive relief, and Lessee, on behalf of itself and, to the extent
permitted by law, such proposed transferee waives all other remedies against Lessor, including
without limitation, the right to seek monetary damages or to terminate this Lease.

(c) No Assignment,whether with or without Lessor's consent,shall relieve Lessee or any

guarantor from its covenants and obligations under this Lease. Any Assignment shall be evidenced
by an instrument in writing in a form satisfactory to Lessor and shall be executed by the transferor
and the transferee.

(d) Lessor shall be entitled to a fee of$2,000.00 plus any actual legal expenses incurred
by Lessor in granting its consent to any requested assignment or subleasing. Lessee shall pay said fee
within ten (10) days after Lessor's billing for same.

(e) IfLessee enters into an Assignment hereunder Lessee shall pay to Lessor fifty percent
(50%)of any "transfer premium". In the event of a subletting, "transfer premium" shall mean all
Minimum Monthly Rent, Additional Rent or other consideration payable by such subtenant to
Lessee or on behalf ofLessee in connection with the subletting in excess ofthe Minimum Monthly
Rent, Additional Rent and other sums payable by Lessee under this Lease during the term of the
sublease on a per square foot basis if less than all of the Leased Premises is subleased, less the
reasonable costs actually incurred by Lessee to secure the sublease. In the event ofany Assignment
other than a subletting, "transfer premium" shall mean any consideration paid by the assignee to
Lessee in connection with such Assignment which Lessor reasonably determines is allocable to the
leasehold value of this Lease, less the reasonable costs actually incurred by Lessee to secure the
Assignment. Ifpart ofthe transfer premium shall be payable by the assignee or subtenant other than
in cash, then Lessor's share of such non-cash consideration shall be in such form as is reasonably
satisfactory to Lessor.

sas3s~~~ 27
30. CONVEYANCE BY LESSOR.

Lessor may, at any time during the term of this Lease, convey its interest in the Leased
Premises. From and after the effective date of the conveyance, Lessor shall be released and
discharged from any and all obligations under this Lease, except those already accrued.

31. STATEMENT OF LESSEE.

Upon ten (10) days written request by Lessor, at any time during the term of this Lease,
Lessee shall execute and deliver to Lessor a statement in writing certifying the date of
commencement ofthis Lease,that this Lease is in full force end effect and unmodified,and the dates
to which the rentals have been paid in advance, if any; which statement maybe relied upon by any
prospective purchaser ofthe estate ofthe Lessor or any mortgagee or trustee or beneficiary of any
mortgage or deed of trust constituting a lien upon the Leased Premises or any part thereof.

32. SUBORDINATION,ATTORNMENT.

This Lease is subject and subordinate to all present and future ground or underlying leases of
the Center and to the lien of any mortgages or trust deeds, now or hereafter in force against the
Center, if any, and to all renewals, extensions, modifications, consolidations and replacements
thereof, and to all advances made or hereafter to be made upon the security of such mortgages or
trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground
lease or underlying leases, require in writing that this Lease be superior thereto. Lessee covenants
and agrees in the event any proceedings are brought for the foreclosure of any such mortgage, or if
any ground or underlying lease is terminated, to attorn, without any deductions or set-offs
whatsoever, to the purchaser upon any such foreclosure sale, or to the lessor of such ground or
underlying lease, as the case may be, if so requested to do so by such purchaser or lessor, and to
recognize such purchaser or lessor as the lessor under this Lease. Lessee shall, within ten(10)days
ofrequest by Lessor,execute such further instruments or assurances as Lessor may reasonably deem
necessary to evidence or confirm such attornment and/or the subordination or superiority of this
Lease to any such mortgages, trust deeds, ground leases or underlying leases.

In the event any proceedings are brought for foreclosure, or in the event ofthe exercise ofthe
power ofsale under any mortgage or deed oftrust made by the Lessor covering the Leased Premises,
the Lessee shall attorn to the purchaser upon any such foreclosure or sale and recognize such
purchaser as the Lessor under this Lease.

The provisions ofthis Section to the contrary notwithstanding, and so long as Lessee is not in
default hereunder, this Lease shall remain in full force and effect for the full term hereof.

33. NOTICES.

All notices required or permitted to be given hereunder shall be given in writing personally or
by depositing the same by United States registered or certified mail postage prepaid, addressed to
Lessee at: the Leased Premises, with a copy to 310 Lake Street, Unit 110, Huntington Beach, CA
92648 and to Lessor at: Moulton La Paz LLC c/o Vintage Real Estate, LLC, 11611 San Vicente
Boulevard, Office of the Building, Suite 1000, Los Angeles, California 90049 ,Attention: Asset
Management,or at such other place as either Lessor or Lessee may,from time to time,respectively,

sas3s~~~ 28
designate in a written notice by registered or certified mail given to the other. Notices shall be
deemed sufficiently served five (5)days after the date of the mailing thereof.

34. VOLUNTARY SURRENDER.

The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof,
shall not work a merger, but shall, at the option of Lessor, either terminate all or any existing
subleases or subtenancies, or operate as an assignment to it of any or all such subleases or
subtenancies.

35. SHORT FORM LEASE.

Lessee shall not record this Lease or any short form of this Lease.

36. HOLDING OVER.

This Lease shall terminate without further notice upon the expiration of the term of this
Lease and,should Lessee hold over in the Leased Premises beyond this date, the holding over shall
not constitute a renewal or extension of this Lease or give Lessee any rights under this Lease. In
such event, Lessor may,in its sole discretion, treat Lessee as a tenant at sufferance, subject to all of
the terms and conditions ofthis Lease, except that Lessee shall pay rental in the amount of 175% of
the Minimum Monthly Rent for the last month ofthe term,plus all other charges payable hereunder,
including but not limited to real estate taxes, utilities, Merchant's Association dues and assessments,
ifany,and NNN Expenses, and upon all the terms hereof, applicable to month-to-month tenancy. In
the event Lessee fails to surrender the Leased Premises upon the expiration of this Lease, Lessee
shall indemnify and hold Lessor harmless from all loss or liability which may accrue therefrom
including, without limitation, any claims made by any succeeding tenant based on or resulting from
Lessee's failure to surrender the Leased Premises. Acceptance by Lessor ofany Minimum Monthly
Rent or Additional Rental after the expiration or earlier termination ofthis Lease shall not constitute
a consent to a Lessee holding over hereunder; nor shall it constitute acceptance of the Lessee as a
tenant at will or result in a renewal of this Lease.

37. MOVIE RIGHTS RESERVED.

Lessor herein reserves exclusive rights to negotiate and lease the Center for the purposes of
television programs, motion pictures, commercials and all other types of film documentaries. All
fees and compensations received from such leases shall belong exclusively to the Lessor.

38. SUCCESSORS.

All the terms,covenants and conditions hereofshall be binding upon and inure to the benefit
of the heirs, executors, administrators, successors and permitted assigns of the parties hereto.

39. COMPLETE AGREEMENT.

This Lease contains all terms,covenants,conditions, warranties and agreements ofthe parties
relating in any manner to the rental and use and occupancy of the Leased Premises. No prior
agreement or understanding pertaining to the same shall be valid or of any force or effect.

548387v7 29
40. AUTHORITY OF PARTIES.

(a) Corporate Authority. If Lessee is a corporation, each individual executing this

Lease on behalfofsaid corporation represents and warrants that he is duly authorized to execute and
deliver this Lease on behalf ofsaid corporation,in accordance with a duly adopted resolution ofthe
board of directors of said corporation in accordance with the by-laws of said corporation and that
this Lease is binding upon said corporation in accordance with its terms.

(b) Lessor Exculpation. It is expressly understood and agreed that notwithstanding

anything in this Lease to the contrary, and notwithstanding any applicable law to the contrary, the
liability of Lessor hereunder (including any successor landlord hereunder) and any recourse by
Lessee against Lessor shall be limited solely and exclusively to the interest of Lessor in and to the
Center in which the Leased Premises is located. Neither Lessor,nor any ofthe members ofLessor,
shall have any personal liability therefor, and Lessee hereby expressly waives and releases such
personal liability on behalf of itself and all persons claiming by, through or under Lessee. The
limitations of liability contained in this Section 40(b) shall inure to the benefit of Lessor's and
Lessor's members' present and future partners, beneficiaries, officers, directors, trustees,
shareholders, agents and employees, and their respective partners, heirs, successors and assigns.
Under no circumstances shall any present or future partner or member of Lessor (if Lessor is a
partnership or a limited liability company), or trustee or beneficiary (if Lessor or any partner of
Lessor is a trust), have any liability for the performance of Lessor's obligations under this Lease.
Notwithstanding any contrary provision herein, neither Lessor nor Lessor's members shall be liable
under any circumstances for injury or damage to, or interference with, Lessee's business, including
but not limited to,loss ofprofits, loss ofrents or other revenues,loss ofbusiness opportunity,loss of
goodwill or loss of use, in each case, however occurring.

41. MISCELLANEOUS.

(a) Captions. The captions in this Lease are for convenience only and shall not in any
way limit or be deemed to construe or interpret the terms and provisions hereof.

(b) Words. The words "Lessor" and "Lessee," as used herein,shall include the plural as
well as the singular. Words used in the neuter gender include the masculine and feminine.

(c) Choice of Law. This Lease shall be construed and enforced in accordance with the
laws of the State of California.

(d) Amendment. This Lease may not be amended, altered or modified in any way
except in writing signed by the parties hereto.

(e) Sale of Leased Premises by Lessor. In the event of any sale ofthe Center, Lessor
shall be and is hereby entirely freed and relieved ofall liability under any and all ofits covenants and
obligations contained in or derived from this Lease arising out of any act, occurrence or omission
occurring after the consummation of such sale; and the purchaser, at such sale or any subsequent
sales ofthe Leased Premises shall be deemed,without any further agreement between the parties or
the successors in interest or between the parties and any such purchaser,to have assumed and agreed
to carry out any and all of the covenants and obligations ofthe Lessor under this Lease.

548387v7 3
 (fl Joint Obligation. If more than one person or entity shall be named as Lessee
hereunder,the obligations hereunder imposed upon Lessee shall be joint and several obligations of
each such person or entity.

(g) All Sums Are Rent. All sums payable by Lessee under this Lease including, but not
limited to, Minimum Monthly Rent,real estate taxes,insurance payments,NNN Expenses and Late
Charges, shall be considered and are rent.

(h) Parking. Subject to such non-discriminatorily enforced rules and regulations as

Lessor may promulgate from time to time, Lessee may utilize, at any one time, up to its
proportionate share ofthe number ofparking spaces within the Center during the term ofthis Lease
without charge; however, parking for employees is subject to Section 12(d) above. Lessee
understands and acknowledges that such parking spaces are in no way reserved for Lessee or
Lessee's agents,employees,contractors, customers,guests or other invitees. Lessor at all times shall
have the right to designate points of ingress and egress into and out of the Center, including the
particular parking area to be used by any or all of Lessee's agents, employees, contractors,
customers, guests or other invitees, and any such designation maybe changed by Lessor from time
to time at Lessor's sole and absolute discretion.

(i) Counterparts. This Lease maybe executed in one or more counterparts, and each
set of duly delivered identical counterparts which includes all signatories shall be deemed one
original document.

( j) Financial Statement. Within five (5) days after Lessor's written request, Lessee
shall furnish Lessor with the following documents: (a) financial statements including, but not
limited to, balance sheets, profit and loss statements and cash flow statements, reflecting Lessee's
current financial condition, and (b) Lessee's Federal and State income tax returns pertaining to
Lessee's business conducted upon the Leased Premises.

(k) No Representation. Lessor reserves the absolute right to effect such other tenancies
in the Center as Lessor, in its sole discretion, shall determine to best promote the interests of the
Center. Lessee does not rely on the fact, nor is it Lessor's representation, that any specific tenant or
number of tenants shall, during the term of this Lease, occupy any space in the Center.

(1) Mortgage Changes. Lessee shall not withhold its consent to changes or amendments
to this Lease requested by the holder of a mortgage or deed of trust, or such similar financing
instrument, covering Lessor's interest in the Leased Premises so long as such changes do not
materially alter the economic terms of this Lease or otherwise materially diminish the rights, or
materially increase the obligations of Lessee.

(m) Waiver of Rights of Redemption. Lessee waives any and all rights ofredemption
granted under any present and future laws in the event Lessor obtains possession of the Leased
Premises by reason ofthe violation by Lessee ofany ofthe covenants and conditions ofthis Lease or
otherwise including, without limitation,those afforded to tenants claiming hardship under California
Code of Civil Procedure 1179.

(n) Mechanic's Liens. Lessee shall pay all costs for work performed by or on account of
it and keep the Leased Premises and the Center free and clear of mechanics' liens or other liens.

548387v7 31
Lessee shall give Lessor immediate notice of any lien filed against the Leased Premises or against
the Center if related to work performed by or for Lessee. Upon Lessor's request, Lessee shall
immediately remove of record liens by payment or the recording of an appropriate bond. If a final
judgment is entered establishing the validity of any lien which has not been removed of record,
Lessee immediately shall pay thejudgment. IfLessee fails to pay thejudgment within three(3)days
ofits entry, Lessor may pay the judgment for Lessee's account. If Lessee fails to remove ofrecord
any lien by recording an appropriate bond,Lessor, at its option and without waiving any ofits other
legal remedies at law or inequity, may pay the lien. In either event,the amount so paid by Lessor,
together with costs and reasonable attorneys'fees,shall be immediately due and owing from Lessee
to Lessor.

(o) Hazardous Materials. Lessee shall not cause or permit any Hazardous Material(as
defined below) to be brought upon, kept or used in or about the Leased Premises or the Center by
Lessee, its agents, employees, contractors, or invitees, without the prior written consent of Lessor.
Lessor shall not unreasonably withhold consent as long as Lessee demonstrates to Lessor's
reasonable satisfaction that such Hazardous Material is necessary or useful to Lessee's business and
will be used,kept and stored in a manner that complies with all laws regulating any such Hazardous
Material. If Lessee breaches the obligations stated in the preceding sentence, or if the presence of
Hazardous Material on the Leased Premises caused or permitted by Lessee results in contamination
ofthe Leased Premises,or ifcontamination ofthe Leased Premises by Hazardous Material otherwise
occurs for which Lessee is legally liable to Lessor for damage resulting therefrom,then Lessee shall
indemnify,defend and hold Lessor harmless from any and all claims,judgments,damages,penalties,
fines, costs, liabilities or losses (including, without limitation, diminution in value of the Leased
Premises or the Center, damages for the loss or restriction on use of rentable or usable space or of
any amenity ofthe Center, damages arising from any adverse impact on marketing ofspace on the
Center, and sums paid in settlement ofclaims, attorney's fees, consultant fees and expert fees) which
arise during or after the term ofthe Lease as a result ofsuch contamination. This indemnification of
Lessor by Lessee includes, without limitation, costs incurred in connection with any investigation of
site conditions or any cleanup,remedial,removal or restoration work required by any federal, state
or local governmental agency or political subdivision because ofHazardous Material present in the
soil or ground water on or under the Center. Without limiting the foregoing, if the presence of any
Hazardous Material at the Center is caused by or is permitted by Lessee to remain and thereafter
results in any contamination ofthe Center, Lessee shall promptly take all actions at its sole expense
as are necessary to return the Center to the condition existing prior to the introduction of any such
Hazardous Material; provided, that Lessor's approval of such actions shall first be obtained. The
provisions ofthis Section 41(0)shall survive the expiration or earlier termination ofthis Lease. As
used herein the term "Hazardous Material" means any hazardous or toxic substance, material or
waste which is or becomes regulated by any local government authority, the State of California or
the United States Government. The term "Hazardous Material" includes, without limitation, any
material or substance which is(a)defined as a "hazardous waste","extremely hazardous waste" or
"restricted hazardous waste" under Sections 25115,25117 or 25122.7, or listed pursuant to Section
25140, of the California Health and Safety Code (Carpenter-Presley Tanner hazardous Substance
Account Act),(b)defined as a "hazardous material","hazardous substance" or "I~azardous waste"
under Section 25501 of the California Health and Safety Code (Hazardous Materials Release
Response Plans and Inventory),(c)defined as a "Hazardous substance" under Section 25281 ofthe
California Health and Safety Code(Underground Storage of Hazardous Substances),(d)known to
the state to cause cancer or reproductive toxicity under Section 25249.5 or listed pursuant to Section

548387v7 32
25249.8 ofthe California Health and Safety Code(Safe Drinking Water and Toxic Enforcement Act
of 1986),(e)petroleum,(~ asbestos,(g)listed under Article 9 or defined as hazardous or extremely
hazardous pursuant to Article 11 of Title 22 ofthe California Administrative Code,(h)designated as
a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act(33
U.S.C. 317),(i) defined as the "hazardous substance" pursuant to Section 101 ofthe Comprehensive
Environmental Response, Compensation and Liability Act 42, U.S.C. 9601 et seq.

(p) Reporting Gross Sales. Within twenty (20) days after the end of each quarter,
Lessee shall furnish to Lessor a written statement,certified by Lessee,ofthe amount ofGross Sales,
as defined below, made from the Leased Premises during such quarter. Further, within twenty(20)
days after the end ofeach lease year, Lessee shall furnish to Lessor, a written statement signed by a
certified public accountant,and an officer ofLessee,setting forth the amount ofgross sales from the
Leased Premises, including a monthly breakdown of such Gross Sales. Statements shall be in
accordance with GAAP (consistently applied) and in a form specified by Lessor or otherwise
reasonably acceptable to Lessor. Statements shall include the gross sales Lessee and of all
subtenants, licenses and concessionaires. The term "Gross Sales" as used in this Lease shall mean
the gross selling price of all merchandise,food, beverages or services sold or rented in or from the
Leased Premises by Lessee, its subtenants, licenses and concessionaires, whether for cash or on
credit and whether made by store personnel or by machines, as well as any business interruption
insurance proceeds received by Lessee with respect to the Leased Premises.

(q) Intentionally Omitted.

(r) CASs Inspection. This provision is intended to comply with the terms ofCalifornia
Civil Code Section 1938 which provides that a commercial property owner or lessor shall state on
every lease form or rental agreement executed on or after July 1, 2013, whether the property being
leased or rented has undergone inspection by a Certified Access Specialist("CASp"), and, if so,
whether the property has or has not been determined to meet all applicable construction-related
accessibility standards pursuant to California Civil Code Section 55.53. Pursuant to California Civil
Code Section 1938,Lessor hereby advises Lessee that the Center and the Leased Premises have not
undergone an inspection by a CASp.

(s) Documentation Fee.IfLessor prepares, reviews or executes any document relating

to this Lease or the Leased Premises at Lessee's request, Lessee agrees to pay to Lessor (i) a
reasonable processing charge in accordance with the schedule of charges from time to time
established by Lessor, and (ii) Lessor's reasonable attorneys' fees and expenses incurred in
connection therewith. Lessor may, at its option, require the payment of all or a portion of such
charges and/or fees in advance.

42. GUARANTY.

This Lease is subject to and conditional upon Lessee's delivery to Lessor,concurrently with Lessee's
execution and delivery of this Lease, of the Guaranty attached hereto as Exhibit "E" and
incorporated herein by this reference, which shall be executed by Kenneth Stuttaford and Barbara
Lee Stuttaford, husband and wife, jointly and severally, on behalf of each of their marital,
community, and sole and separate property estates.

548387v7 33
43. BROKERS.

Lessor and Lessee hereby warrant to each other that they have had no dealings with any real
estate broker or agent in connection with the negotiation of this Lease, and that they know of no
other real estate broker or agent who is entitled to a commission in connection with this Lease,
excepting only John Beany ofEdge Realty Partners representing Lessee(the "Brokers"). Each party
agrees to indemnify and defend the other party against and hold the other party harmless from any
and all claims, demands,losses, liabilities, lawsuits,judgments, and costs and expenses(including
without limitation reasonable attorneys'fees) with respect to any leasing commission or equivalent
compensation alleged to be owing on account of the indemnifying party's dealings with any real
estate broker or agent, other than the Brokers. Lessor shall pay the Brokers a commission pursuant
to a separate written agreement.

44. FRANCHISE AGREEMENT.

Lessor and Lessee hereby acknowledge that Lessee is a party to that certain Franchise
Agreement (the "Franchise Agreement"), between Lessee, as franchisee, and CYCLEBAR
FRANCHISING, LLC, an Ohio limited liability company, as franchisor ("Franchisor"). Lessee
shall deliver a copy ofthe Franchise Agreement to Lessor within three(3)days following Lessor's
written request for the same. Lessee hereby permits and authorizes Lessor to request and obtain any
information it seeks from Franchisor with respect to the Franchise Agreement directly from
Franchisor, and hereby agrees that no such request or communication shall in any way be deemed
interference with Lessee's contractual relationship with Franchisor. Concurrently with their
execution ofthis Lease,Lessor and Lessee shall execute the Lease Rider attached hereto as Exhibit
..F..

[Signatures on Following Page]

548387v7 34
 IN WITNESS WHEREOF,the pai~ies hereto have executed this Lease as of the date first
above written.

"LESSOR:"

MOULTON LA PAZ,LLC,
a Delaware limited liability company

o ert ~C t
Name:
~~5; Authorized Signatory

"LESSEE:"

SEASIDE CLEAN LIVING,INC,

a California corporation,
d/b/a "C cleBar_~~~--~: .~---~':~
~ -=~'~ F~ ,•dr
Name:
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sas;s~~~ 35
 EXHIBIT "A"

DEPICTION OF LEASED PREMISES AND COMMON AREAS

The plan which follows is intended solely to identify the general location of the Leased
Premises and Common Areas, and should not be used for any other purpose. All areas, dimensions
and locations are approximate, and any physical conditions indicated may not exist as shown.

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sasss~~~ EJthibit A
1
 EXHIBIT "B"

RULES AND REGULATIONS WHICH CONSTITUTE A PART OF THE LEASE

1. Access. Lessee shall not enter upon the roof or go into or use areas reserved exclusively for
Lessor's or another lessee's use, including without limitation, storage areas for utility, telephone,
electrical, and janitorial equipment and supplies.

2. Litter. Lessee shall not cause the distribution ofany material which ifdiscarded would tend
to litter the Center. Lessee shall not discard litter except in refuse cans or other appropriate
containers. Lessee shall cooperate so that the Center maybe kept in a clean and orderly fashion and
free of any obstruction.

3. Signs. Lessee shall not affix any sign, placard, picture, banner, advertisement, name,notice,
lettering or direction on any part ofthe outside or inside ofthe Center, or on any part ofthe inside of
the Leased Premises which can be seen from outside of the Leased Premises, without the prior
written consent of Lessor, and then only in such color, size, style, character and substance as may
first be approved in writing by Lessor. Lessor reserves the right to remove all matter not so approved
without notice or liability to Lessee.

4. Alterations. Lessee shall not deface any part ofthe Center. Lessor shall direct electricians as
to where and how electric and telephone wires are to be introduced. No boring, cutting, roof
penetrations or stringing ofwires shall be performed except with the prior written consent ofLessor
and as Lessor may direct.

Lessee shall not replace or install any burglar alarm or other electrical security device
without the prior written consent of Lessor. If any such alarm or device malfunctions so that it
annoys or interferes in any way with other tenants or their invitees, Lessee shall immediately repair
or remove such alarm or device or Lessor may, without liability to Lessee, disconnect said device.

Lessee shall not install in the Leased Premises any equipment which requires more electric
current than Lessor is required to provide under this Lease, without Lessor's prior approval. Lessee
shall ascertain the maximum amount of load or demand for or use of electrical current which can
safely be permitted, taking into account the capacity of electric wiring in the Center and the Leased
Premises and the needs oftenants ofthe Center and shall not in any event connect a greater load than
such safe capacity.

No awning or other projections or window coverings shall be attached to the outside walls of
the Leased Premises without the prior consent ofLessor, which consent Lessor may withhold at its
sole discretion.

No window covering shall be attached to the interior windows of the Leased Premises
without the prior consent of Lessor, which consent Lessor may withhold at its sole discretion.

5. Prohibited Uses. Lessee shall not serve any alcoholic beverages or prepare food on the
Leased Premises. If Lessee serves or prepares food in the Leased Premises, it must be properly
vented to preclude odors that may be objectionable to other tenants.

sasss~~~ Elthibit B
1
 Lessee shall not use the Leased Premises for any immoral or illegal purpose, or in a manner
which is objectionable to Lessor or in a manner which will interfere with the rights of other tenants
or injure, disturb, or annoy occupants ofneighboring property. Nor shall Lessee cause or permit any
nuisance or waste in or about the Leased Premises. Lessee shall not use the Leased Premises in a
manner which violates any law, ordinance, rule, regulation or requirement of public authorities.
Lessee shall at its expense promptly comply with all laws, statutes, ordinances and governmental
rules, regulations, or requirements and with the requirements of any board of fire underwriters or
other similar body relating to or effecting the condition, use or occupancy of the Leased Premises.
Lessee shall not do or permit to be done anything in violation ofthe certificates ofoccupancy issued
for the Leased Premises or the Center.

Lessee shall not do or permit anything to be done in or about the Leased Premises nor bring
or keep anything therein which will in any way increase the existing rate or affect any fire or other
insurance upon the Center or any of its contents, or cause a cancellation of any insurance policy
covering said Center or any ofits contents, nor shall Lessee sell or permit to be kept,used,or sold in
or about said Leased Premises any articles which may be prohibited by a standard form policy of
casualty or liability insurance. Lessee shall promptly upon demand reimburse Lessor for any
additional premium charged under such policy by reason of Lessee's failure to comply with this
provision.

Lessee shall comply with all fire and security regulations that may be issued from time to
time by Lessor. Lessee shall not place any radio or television antennae other than inside of the
Leased Premises. Lessee shall not operate or permit any musical or sound producing instrument or
device which maybe heard outside the Leased Premises.

6. Compliance with Laws. Lessee shall comply with all laws, codes, and regulations,
including without limitation, health and safety requirements respecting the Leased Premises, at its
sole cost. Lessee will not bring into the Leased Premises any chemicals or other items that are
included in any list or definition ofhazardous materials or waste published by any governing body,
or any such materials or waste which would trigger any employee "right-to-know" provisions
adopted by any such bodies. Lessee shall not allow to be brought or kept upon the Leased Premises
any flammable or combustible matter or anything that may be dangerous to persons or property
(including but not limited to flammable oils, fluids, paints, chemicals, noxious gas, firearms or any
explosive materials).

7. Lessor's Rights. Lessor shall have the right to change the name or address of the Leased
Premises or of all or any portion ofthe Center.

8. Waste/Closing. Lessee shall see that the doors of Lessee's Leased Premises are securely
locked before leaving the Leased Premises and Lessee shall observe strict care and caurion that water
faucets, lights, gas, electric and appliances are shut off before leaving the Leased Premises so as to
prevent waste or damage.

9. Publicity. Omitted.

548387v7 EJC111U1t B

2
10. Rules. Lessee shall remain open for business during such hours and days as Lessor may
reasonably require to promote continuity among the various merchants in all or any part of the
Center as designated by Lessor. Lessee shall:

Adequately staff the Leased Premises with sufficient employees to handle the maximum
business and carry sufficient stock of merchandise of such amount, character and quality to
accomplish this purpose;

Keep the display windows and signs, if any, well lighted as required by the Lease;

Keep the Leased Premises and exterior and interior portions ofwindows,doors,and all other
glass or plate glass fixtures in a neat, clean, sanitary and safe condition; and

Store all trash and garbage in neat and clean containers so as not to be visible to members of
the public shopping at the Center and cause trash to be removed on a regular basis.

The foregoing rules apply to Lessee,its employees,agents, visitors, invitees, and contractors.
The cost of repairing any damage resulting from a violation of these Rules shall be borne by the
Lessee who, or whose employee, agent, visitor, invitee, or contractor, shall have caused such
damage. Any consent which Lessee is required to obtain from Lessor shall not be effective unless in
writing. Lessee shall acquaint all persons whom Lessee employs with these Rules.

548387v7 Exhibit B
3
 EXHIBIT "C"

WORK LETTER

1. Lessor's Initial Construction ofthe Leased Premises. Lessor shall, at Lessor's sole
cost and expense,cause the construction or installation ofthe items set forth on Schedule 1 attached
hereto (collectively, the "Lessor Work"). Lessee may not change or alter the Lessor Work. The
Lessor Work shall be ofa design,type,size,location, elevation, specification,quantity and quality as
may be selected by Lessor (unless otherwise specifically provided on Schedule 1) and shall be
prepared in accordance with Lessor's construction schedule, means and methods. Any item ofwork
required to complete the Leased Premises which is not hereinafter specifically made the
responsibility of Lessor, shall be considered to be a part of Lessee's Work.

2. Plans and Specifications. Within thirty(30)days after the date ofthis Lease,Lessee
shall submit to Lessor construction plans and specifications for the improvements to be constructed
or installed in the Leased Premises ("Lessee's Work"). Lessee shall employ a licensed architect
approved by Lessor, to prepare plans which are professional, complete and in compliance with
governing laws, codes and ordinances and any covenants, conditions and restrictions which
encumber the Center("CC&Rs"). Thereafter, Lessor will either approve or disapprove the plans
and specifications. The plans and specifications as approved by Lessor shall be defined as the
"Approved Construction Plans". Iffor any reason Approved Construction Plans are not finalized
within thirty (30) days after the date of this Lease, then Lessor, at its option, may terminate this
Lease by written notice to Lessee. Approved Construction Plans are not a representation by Lessor
that they are incompliance with the requirements ofthe CC&Rs or governing authorities, and it shall
be Lessee's responsibility to meet and comply with the CC&Rs and all Federal, State, and local law
and code requirements.

3. Payment for Lessee's Work; Changes in Lessee's Work. Except as provided

herein,Lessee shall perform the Lessee's Work at its sole costs and expense. In addition,no changes
to the Approved Construction Plans shall be made without the written consent of Lessor. Any
additional charges,expenses or costs including, without limitation,increased fees which Lessor may
be required to pay for architectural, engineering, construction and other similar services arising by
reason ofany subsequent change in the Approved Construction Plans made at the request ofLessee
shall be the sole cost and expense of Lessee and shall be paid by Lessee to Lessor prior to the
performance ofthe work. Lessee shall provide Lessor with an Estimated Cost Statement(defined
below)as soon as possible once the Approved Construction Plans are ready and in any event prior to
commencing construction ofthe Lessee's Work. As used herein,"Estimated Cost Statement" shall
mean the hard and soft cost to construct the Lessee's Work, as such work and cost estimate are
approved by Lessor.

a. Improvement Allowance. Improvement Allowance. Lessor shall provided

Lessee with the Improvement Allowance as provided in Section 1(~ ofthe Lease.

b. Payment ofthe Improvement Allowance. Lessor shall pay the Improvement

Allowance, or applicable portion thereof, pursuant to Lessor's disbursement process in connection
with approved invoices with respect to costs related to the construction of the leasehold
improvements as allowed pursuant to Section 1(fl ofthe Lease above up to but not in excess ofthe

548387v7 ~']~illblt C
Improvement Allowance. During the construction of Lessee's Work(but not more frequently than
every thirty (30) days), Lessee shall deliver to Lessor: (i) a request for payment from Lessee's
contractor, approved by Lessee,in a form to be provided by Lessor,showing the schedule,by trade,
of percentage of completion of Lessee's Work in the Leased Premises, detailing the portion of the
work completed and the portion not completed;(ii) invoices from all subcontractors, materialmen
and suppliers for labor rendered and materials delivered to the Leased Premises; (iii) executed
mechanic's lien releases from all subcontractors, materialmen and suppliers having contracts in
excess of$5,000.00 which shall comply with the appropriate provisions, as reasonably determined
by Lessor, of California Civil Code Section 3262(d); and (iv) all other information reasonably
requested by Lessor. Lessee's request for payment shall be deemed Lessee's acceptance and
approval ofthe work furnished and/or the materials supplied as set forth in Lessee's payment request.
Within twenty(20)days after Lessor's receipt ofLessee's requisition, Lessor shall deliver a check for
the applicable portion ofthe Improvement Allowance to Lessee made payable to Lessee in payment
of the lesser of:(A)the amounts so requested by Lessee, as set forth in this hereinabove, less a ten
percent (10%) retention (the aggregate amount of such retentions to be known as the "Final
Retention"), and(B)the balance ofany remaining available portion ofthe Improvement Allowance
(not including the Final Retention), provided that Lessor does not dispute in good faith any request
for payment based on anon-compliance of any work with the "Approved Construction Plans," or
due to any substandard work which adversely affects the mechanical,electrical, plumbing,heating,
ventilating and air conditioning, life-safety or other systems ofthe Center, or the structure or exterior
appearance ofthe Center. Lessor's payment ofsuch amounts shall not be deemed Lessor's approval
or acceptance of the work furnished or materials supplied as set forth in Lessee's payment request.
Subject to the provisions of this Work Letter, Lessor shall deliver a check for the Final Retention
payable to Lessee(or, at Lessor's election, to Lessee's general contractor or other applicable payee)
twenty(20)days following the date that Lessee opens for business in the Leased Premises,provided
that (i) Lessor has determined that no substandard work exists which adversely affects the
mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other
systems of the building, or the structure or exterior appearance of the Center,(ii) Lessee is not in
default under the terms of the Lease and no circumstance exists that with the giving of notice, the
lapse oftime, or both, would constitute a default under the Lease,(iii) Lessee has completed all of
the Lessee's Work in accordance with the Approved Construction Plans, all building permits issued
in connection with the Lessee's Work, all applicable laws and the terms and provisions of this
Eachibit "C", and (iv) Lessee has delivered to Lessor the following: (a) a copy of a certificate of
occupancy for the Leased Premises issued by the appropriate governmental authority, (b) a
certificate of completion issued by Lessee's architect, certifying that Lessee's Work has been
completed in accordance with the Approved Construction Plans,(c)evidence that the total cost of
the portion of the leasehold improvements is equal to or exceeds the amount of the Improvement
Allowance requested by Lessee, which evidence shall be in the form ofcopies of paid invoices and
the applicable construction contracts, and(d)final, unconditional lien waivers, in accordance with
applicable laws,from Lessee's General contractor and all subcontractors, materialmen and suppliers
that have performed work or supplied materials in connection with the Lessee's Work. Further, at
the conclusion of construction, (1) Lessee shall cause Lessee's architect and Lessee's general
contractor(A)to update the Approved Construction Plans as necessary to reflect all changes made to
the Approved Construction Plans during the course ofconstruction,(B)to certify to the best oftheir
knowledge that the "record-set" of as-built drawings are true and correct, which certification shall
survive the expiration or termination of the Lease, (C)to deliver to Lessor two (2) sets of mylar

548387v7 E'Xlllblt C

2
sepias of such as-built drawings within ninety (90) days following issuance of a certificate of
occupancy for the Leased Premises, and(D)to deliver to Lessor a computer disk containing the
Approved Construction Plans in AutoCAD format and(2)Lessee shall deliver to Lessor a copy of
all warranties, guaranties, and operating manuals and information relating to the improvements,
equipment, and systems in the Leased Premises.

c. Over-Allowance Amount. Lessee shall be responsible for the payment ofan

amount(the "Over-Allowance Amount") equal to the difference between (i) the Estimated Cost
Statement and(ii)the amount ofthe Improvement Allowance. Lessor may require Lessee to deposit
the Over-Allowance Amount with Lessor prior to commencement of construction, in which event
Lessor shall disburse the Over-Allowance Amount in accordance with the payment procedures
described above.

4. Requirements Relating to Lessee's Work.

4.1 All of Lessee's Work in the Leased Premises shall be strictly in accordance
with the Approved Construction Plans, the CC&Rs and all governing laws, codes and ordinances.
Lessee shall obtain, at its sole cost and expense, permits and approval from all authorities for
Lessee's Work and shall furnish Lessor with a copy of said permits prior to commencement of
construction.

4.2 Lessee will competitively bid the construction with contractors approved by
Lessor. Lessor shall also have the right to approve all subcontractors. Lessee shall then enter into a
construction contract approved by Lessor (which approval shall not be unreasonably withheld or
delayed)with the selected contractor to construct Lessee's Work,which contract will name Lessor as
a third party beneficiary and permit an assignment to Lessor, at Lessor's election, upon a default by
Lessee under the Lease. Lessee shall be responsible for all aspects ofcoordinating the construction
management, including obtaining and paying for utilities consumed during construction.

4.3 Lessee agrees to cooperate and comply with all reasonable rules and
regulations which Lessor,its architect or contractor make in connection with Lessor's construction of
the Center and Lessee's construction of Lessee's Work. Additionally, Lessee agrees to cause its
contractor to agree, in writing,to comply with the Center's rules and regulations,including Lessor's
rules and regulations with respect to construction activities in the Center.

4.4 Prior to commencement ofconstruction ofLessee's Work,Lessee shall furnish

Lessor with (i) evidence that Lessee has satisfied the insurance requirements of Article 11 of this
Lease, (ii) a certificate of its general contractor's, subcontractors' and vendors' workers'
compensation,and liability insurance, with policy limits as reasonably required by Lessor and all of
which shall name Lessor and any other party that Lessor requests as an additional insured,and (iii) a
certificate of insurance evidencing its architect's and engineers' professional liability insurance or
errors and omissions insurance (as appropriate).

4.5 Within the earlier often(10)days after completion ofconstruction ofLessee's

Work, or ten (10) days after Lessee's opening for business, Lessee shall deliver to Lessor the
following items: (a)the original ofthe Certificate ofOccupancy for the Leased Premises issued by
the appropriate governmental agency;(b)copies ofall mechanics'lien releases or other lien releases

sas3s~~~ Exhibit C
3
relating to Lessee's Work, notarized and unconditional, in such form as Lessor shall have pre-
approved;(c)if required by Lessor, a copy of Lessee's recorded valid Notice of Completion;(d)if
required by Lessor,copies ofall building permits indicating inspection and approval by the issuer of
said permits;(e)ifrequired by Lessor,an architect's certification that the Leased Premises have been
constructed in accordance with Approved Construction Plans and are one hundred percent(100%)
complete; (fl if required by Lessor, copies of all guaranties, warranties and operations manuals
issued by the contractors and suppliers ofLessee's Work,which guaranties and warranties shall inure
to the benefit of both Lessor and Lessee; and(g)ifrequired by Lessor, an as-built plan for Lessee's
Work.

548387v7 Exhibit C
4
 SCHEDULE 1 TO EXHIBIT "C"

1. Structure: An existing building shell and concrete skab floor housing the Premises, including an
existing metal storefront and entry system witfi a pair of existing 36" storefront doors.

2. Selective Demolition; Lessor's demolition of the existing interior ceiling, partition walls and floor
coverings within the premises, will be limited to:

a. Removal of all interior partition walls including any existing restrpotns, offices and utility
roams. Wheee interior partition walls intersect an exterior perimeter waH or interior
demising wall, Lessor will remove tt~e partition wall, leaving the demising ar exterior
wall and gyp. bd. in post-remaual /""As-1s /Where-Is"/Where-Is" condition.
b. All existing plumbing fixtures to be rema~ed uvith water supply and.sewer lines capped.
In the instance ofunder-ground sewer lines, the lines will be capped be{ow the top of
slab and covered.
c. All existing electrical conduit and conductors located'withir~ existing interior partition
walls, and serving outlets, switches, lights and HVAC are to be removed back to the sub-
panels and sated off. At perimeter/demising walls where ~yp.bd. remains, outlets will
remain as is.
d. Removal of T-bar ceiling, lighting, ceiling insulation and NVAC ductwork, exposing
existing framing at the underside of the roof dec[c above.
e. Removal of existing floor Coverings with the resulting exposed concrete slab delivered in
broom clean condition.

3. Ceiling: New ceiling(s), ceiling insulation and sound-proofing by Lessee.

4. Li~htin~; None provided by Lessor.

5. Fire sprinklers: Not Available. Existing building is riot required to have sprinklers and a fire water
source is not available t~z this building.

6. Electrical: Existing suite is served by one 200 amp I2Q/208V electrical. sub-panel with breakers.
Due. to demolition of interior partitions, that sub-panel will be relocated to a Ic~cation
determined by Lessor. Lessor will prr~vide an additional 200 amp 120/208V electrical sub-panel
with breakers to be lacate~ on the rear wall of the suite and at a location determined by Lessor.
The sub panels will not be activated until final inspection of the Lessee's improvements is
completed. Each sub panel will bQ sourced from separate meters. Lessee wi![ make
arrangements to change the service name fnr both meters, prior to opening for business.

Outlets: At perimeter and demising walls where gyp bd remains, outlets wil{ be delivered to
Lessee in "As-Is /Where-Is" con~lit€on. All existing electrical outlets will not have power. Lessee,
per Lessee's requirements, wi{! redirect power to any existing outlets from the new or existing
sub-pane!(s}. Lessee is solely responsible for any additional electrical distribution and.

548387v7 Schedule 1 to Exhibit C

 equipment, rnadifications or additions, desired o~~ required to provide new outlets and switches,
and power t~ existing ~autlets and switch~~.

7. T~elenha~e: There is an existing ATT phan~ demark tv the buildings utility raven, with a plane
ii~ae stubbed into the premises. Lessor will deliver this in an "As-Is J Where-ls" canditiorr. It is
the sale respcsnsibitity of the Lessee to verify the existing serv4ce ar~d cc~mpar~e writh their specific
t~l~tt~mmunstat nn / intern~t needs. Any improvements or upgrades t~ the existing phone
service to the hui4dirtg, or add'rtiuna! distributicara within the Lessee's Premises,shall be the sale
respans~bi(ity of the Les,set.

8. Gas service: Lesser wit!furnash an empty supply C ne frcam the ~aoint of carigin at the future meter
da~ti~n, and stufaberi into ~e ceiling space of the Pie ases. Cc~nr~e+~tion~ and additi+~n~l
distr~butic~n by lessee. Lessee tivill rr~ake arran~em~nts fir service and insial~atiAn ~f the tnet~r.
~ 25~ tea, a~
9. H1/AC~ Cess~r w~li prauide Lessee with an FiL'AC ~flouvance spat to exceed
~aa#: Lessee will be sv~ely responsible for alJ modifrtatians, additions ar~d i prt~vement~ to the
xisting HVAC system including all interior and exterior €les gn,engineering, permits and
Al1~s~'"~,
cor~stru~tion associated with the new system. t,.~.~,~1 weK~,~1 -~•t„~ '~~ ~ rw~~~ L

IQ. Ftot~r~ tes~or will re~ov~ previous te~ranYs faxtutesa ~caor~inl~s, floor drains an t fivo€ ea~e~ings ~` ~~
~nrili be €em~ued and repaired v~ith th+~ ~xisti~~ stab d~liv~r~d i~ brc~~m ~lear~ ~r►nditi~n. l~eu~ pN~~n'~
floorirsg and finishes by Le3see. r~{
~~~~
21. S~ ns~: ~esst~r ~nril( provid,~ conduit an~i wire ~c~r a singly lift v~ IS arr~p c~rc~ait to ~ ~ur~rtior~ i~x in ~Cr~'bt r r
soffit area_ L~ss~e's sign contractor to make the final ~t~ctrical connections. Any required .~.{~,a ro.~`~
timers are the respnnsil~il ty of lessee.

12. Storefront: Glass ar~d rneta~ stor~franG, storefr~ni doorz, as~€I rear ~~ci~ doors are existing aid
delivered by Lessor to Lessee ire "As-Is J Where-ls" condition. Future {ack re-key by Lessee.

13. Walls: All e7cter or perimeter vualls and demising walls are to be delivered by Lessor to Lessee in
.`As-Is /Where-Is" .condition following removal of interior interject rrg partitron wills. Any
additional demal`stian, patching, modifications,. mprpv~rri~ntS Or ~ith~t Cc~st~ fEqui~'ed tip modify
the wa11s (ie: new gyp. bd., electrical auxl~is, sound proofing. ei~}....are the sole responsibility of
lessee.

14. Vflater: Exiting I~lf ~ inch camn~on wafter lire aid r►7irti-meter with ~hutof#value — Deliuered by
Lesser to Lessee in ""AS-tS J 3NHERE-IS" condition_

15. S~~+er: Existing ~~inch service ~sne located beneailt the 3iab — ~eli~ered by L~ss~r to Lessee in
""AS-1S /WHERE-~t~" c+onditian. L~~s~r will c#eart-opt sewer line, ron~fu~t a ~id~v survey and
provide Lessee with a copy of th+~ video sur~+ey, Pricar to turnover. Any stoppage occurring after
the turnover is the responsibility of Lcssee. All other piping and distribution, modititatians car
additions des~re~i or requir~~i witk~in the Premises, are the sole responsibility ~f Lessee.

548387v7 Schedule 1 to Eachibit C

2
 16. Restrooms; None Prouided.

17, Grease Interceptor: NQt peovded

18. Accessibilit~r: Landlord shall deliver the shell pr,~mises in compliance with ail ADA laws applicable
to The Village at Nellie Gail Ranch, including parking requirements, approaches, sidewalks and.
ramps. Any special improvements required as a result of Lessee's unique use and operations are the
sole responsibility of Lessee

19. Permit and lJtility Fees: Lessee, at Lessee's sale expense, shall ~e responsible to pay all utility
connection charges, development fees, hook-up fees, tap fees, traffic impact fees, end speciaM
use fees oe permits in connection with the construction of the Lessee's Lessee Improvement.

548387v7 Schedule 1 to Exhibit C

 EXHIBIT "D"

EXCLUSIVES AND USE RESTRICTIONS

The restrictions set forth below are from leases and agreements which are effective, executed or in the process ofbeing
negotiated, which exclusive uses and prohibited uses encumber(or shall encumber)the Leased Premises. Although set
forth in terms ofrestrictions against Lessor,Lessee(including any assignee,subtenant,franchisee or other transferee of
Lessee under the Lease)shall not use the Leased Premises in any way which will violate(or cause Lessor to violate)any
of the terms and/or conditions or other provisions of such exclusive or restrictive use provisions. In no event shall
Lessee have the right to enforce any ofthe following provisions against Lessor or any other tenant or occupant of the
Center. Except as otherwise indicated below, the term "Premises" set forth in each of the provisions below shall be
deemed to mean the respective premises in connection with each specific tenant or occupant set forth below,and defined
terms used below shall have the meanings ascribed to the same in the subject agreement or document from which such
provision is derived. All section references shall refer to the applicable agreement, and bracketed text other than
bracketed text within a parenthetical has been added to clarify the quoted provisions.

Notwithstanding the foregoing,Lessor and Lessee hereby acknowledge that some ofthe provisions in this Elchibit below
are not in final form as ofthe date ofthis Lease, and agree to reasonably and diligently negotiate in good faith the final
form ofsuch provisions after the execution and delivery ofthis Lease; provided, however,that Lessee agrees to approve
the final form of such provisions in this E~ibit below to the extent that such final form does not materially and
adversely deviate from the provisions as currently set forth in this E~ibit below as they apply to Lessee.

Sec#ion /
Lessee Para rah Detail
Azadeh Ahmadi- 5(h) EXCLUSIVE: Lessor agrees that during the Term as long
Ardakanl DDS, Inc., as Lessee is open and operating continuously in the entire
Leased Premises strictly in accordance with the provisions
of this Lease and Lessee is not otherwise in default under
this Lease, Lessor shall not lease any other premises in the
Center that Lessor has control of to any lessee engaged in
the "primary business" of offering pediatric dentist and
orthodonist services. However, this restriction will not
apply in the event any existing or subsequently-adopted
laws rohibit or modi such restriction.
Baja Fresh §6(b) EXCLUSIVE: Lessor agrees that during the term of the
Lease it shall not allow another full service or fast food
Mexican restaurant too erate in the Center.
Banfield Pet Hospital §5(h) EXCLUSIVE: Lessee shall be the sole pet healthcare
provider in the Center (including any future contiguous
expansion ofthe Center owned or controlled by Lessor)and
Lessor shall not lease any other premises in the Center that
Lessor owns or controls to any lessee engaged in the
business of"pet healthcare services." For purposes of this
Section, "pet healthcare services" shall be limited to
providing treatment, medications and vaccinations for
household pets, but does not include grooming, training,
boarding or similar ancillary pet care services.

This restriction will not apply: ....(ii) to stores engaged in the

retail sale of pets, pet food, pet accessories and/or other
products relating to pets and animals (and not pet
healthcare services , iii to stores that rovide services

548387v7 Exhibit D
1
 related to pets and animals (other than pet healthcare
services), including, without limitation, grooming, boarding,
pet day care, animal training, obedience classes, and/or pet
ado tion... remainder of sentence intentional) omitted .
C2 Educational Systems §5(h) EXCLUSIVE: Lessor agrees that during the Term as long as
Lessee is open and operating continuously in the entire
Premises strictly in accordance with the provisions of this
Lease (including, without limitation, the provisions of Article
5(fl above)and Lessee is not otherwise in default underthis
Lease, Lessor shall not lease any other premises in the
Center that Lessor has control of to any lessee engaged in
the "primary business" of offering SAT/ACT instruction,
reading, writing and math and other subject tutoring services
("Exclusive Services"). For purposes of this section,
"primary business" shall mean any business which has
greater than twenty-five percent (25%) of its gross sales
derived from the rovision of Exclusive Services.
Chuck E Cheese §29 EXCLUSIVE: Throughout the Term, so long as Lessee is
not in default of this Lease (beyond any applicable notice
and cure periods set forth in this Lease), Lessor will not use,
lease, sell for the intended use, permit others to use,
manage or permit any tenant or occupant to use, any
outparcels depicted in the Site Plan or any land or structure
within the Shopping Center or any property presently or
hereafter owned,leased or controlled directly or indirectly by
Lessor within the Shopping Center for: (i) any of the
"Prohibited Uses" set forth in Exhibit "F" hereto [see table
below forProhibited Uses], or (ii) so long as Lessee is using
the Premises for Lessee's Primary Business (except for
interruptions due to casualty, condemnation or Lessee's
remodeling), (A) a restaurant or other business primarily
serving pizza;(B)an arcade or game room;(C)a business
primarily providing physical play activities for children
(including, but not limited to Peter Piper, Dave and Buster's,
Gatti Land, Gatti Town, Pump It Up, Shakey's John's
Incredible Piva Incredible Pizza Company, Main Event or
similar concept); or (D) the use of kiddie rides or games
(including but not limited to electronic, computer-controlled,
redem tion and in-ball ames .

Edible Arrangements §5(h) EXCLUSIVE: Lessor agrees not to lease any space in the
Center, without Lessee's approval, to any new tenant who
will operate a Competing Business (defined below) from
such leased premises for a period commencing prior to the
expiration or earlier termination of the initial Lease term. For
purposes of this Lease, a "Competing Business" is a
business that is company, which, as a material component
of its business (i.e., 15% or more of its gross sales during
any calendar year are derived therefrom)sells floral shaped
and sculpted fruit arrangements. However, this restriction
shall not apply to (a)the tenants and occupants, and their
successors and assigns, in possession of premises at the
Center pursuant to agreements entered into prior to the date
of this Lease; or b an s ace within the Center that is not

548387v7 E'XI11Ult D
 under the control of Lessor. Lessee acknowledges that this
restriction is intended to apply to a direct competitor of
Lessee only, but is not intended to prevent Lessor from
leasing to stores operating, as the primary purpose, a
business other than a Competing Business.

House of Blinds §5(h) EXCLUSIVE: Lessor agrees that during the Lease term as
long as Lessee is operating from the entire Leased
Premises for the use permitted hereunder under Lessee's
Trade Name, Lessor shall not lease any other premises in
the Center to any tenant whose primary business is the sale
of window coverings, drapes, shutters, shades, blinds, and
awnings ("Exclusive Products"). For purposes of this
paragraph, a tenant of the Center shall sell Exclusive
Products as its primary business if, in any calendar year,
such tenants combined gross sales of all Exclusive
Products from its business operations within the Center
exceed seventy-five percent(75%)of the total gross sales
of all products sold by such tenant from its business
operations within the Center. This restriction will not apply to
(a) the tenants and occupants, and their successors and
assigns, in possession of premises at the Center under
leases entered into before the date of this Lease; or(b)any
retailer leasing or operating from 10,000 square feet or more
of floor area.
MOD Pizza §5(a),(h) EXCLUSIVE: Lessor agrees that during the Lease term as
long as Lessee is open and operating continuously in the
entire Leased Premises strictly in accordance with the
provisions of this Lease and Lessee is not otherwise in
default under this Lease, Lessor shall not lease any other
premises in the Center that Lessor has control of to any
lessee engaged in the "primary business" operating a
limited service pizza restaurant that, as its primary business,
sells pizza on a limited service basis with takeout and
delive service
Nothing Bundt Cakes §5(h) EXCLUSIVE: Throughout the term Lessor shall not lease
any other premises in the Center that Lessor has control of
to any lessee engaged in the "primary business" operating a
first-class bakery selling Bundt Cakes consistent with a
majority of Lessee's other first class locations as in effect as
of the date hereof("Exclusive Use"). In no event shall any of
the following be included within the Exclusive Use:
incidental sales of cupcakes or other baked goods and/or
the sale on a primary or incidental basis of regular and
decaffeinated coffee. For purposes of this section,"primary
business" shall mean any business which has greater than
twenty-five percent(25%)of its gross sales derived from the
provision of Exclusive Use. However,this restriction will not
apply to the lessees and occupants, and their successors
and assigns, in possession of premises at the Center under
leases entered into before the date of this Lease or in the
event any existing orsubsequently-adopted laws prohibitor
modify such restriction. Lessee acknowledges that this
restriction is intended to apply to a direct competitor of
Lessee such as, but not limited to a bake sellin Bundt

548387v7 Exhibit D
 Cakes, but is not intended to prevent Lessor from leasing
space to another lessee that may provide any Exclusive Use
on an incidental basis.
Rita's Ice Custard §5(h) EXCLUSIVE: Lessor agrees that during the Term as long as
Happiness Lessee is open and operating continuously in the entire
Leased Premises strictly in accordance with the provisions
of this Lease (including, without limitation, the provisions of
Article 5(f)) and Lessee is not otherwise in monetary or
material default under this Lease beyond any applicable
cure period, Lessor shall not lease any other premises,
kiosk, cart or other "premises" in the Center that Lessor has
control of to any lessee engaged in the "primary business"
of serving any frozen treats, ice cream or Italian Ice
products ("Exclusive Products"). For purposes of this
section,"primary business" shall mean any business which
has greater than twenty percent (20%) of its gross sales
derived from the sale of Exclusive Products.
Stressbusters(dba SB §5(g) EXCLUSIVE: Lessor grants Lessee the exclusive right
Wellness Day Spa) within the Center for massage therapy services with the only
exception being that if and when Lessor grants another
tenant exclusivity for chiropractic services,said tenant would
be allowed only to perform "Incidental" massage therapy
service for its chiropractic patients. In addition, said tenant
would not be allowed to display in its signage or on its
windows any reference to providing massage therapy
service. Furthermore, said tenant would not be allowed to
advertise its business under the Massage Therapy category
in the Yellow pages or in any other general distribution
advertising media. Likewise, Lessee, although it is granted
exclusivity for massage therapy, with the exception as noted
above, would not be allowed to promote chiropractic
services in its signage or window advertising. Lessee would
not be allowed to advertise its business in the Chiropractic
section of the Yellow pages or in any other general
distribution advertising media. As used herein, "Incidental"
services is defined as services consisting of no greater than
25% of gross revenue on an annual basis.

V's Barbershop §5(h) Exclusive Use. Lessor agrees that during the Lease term
as long as Lessee is open and operating continuously in the
entire Leased Premises in accordance with the provisions of
this Lease and Lessee is not otherwise in default under this
Lease, Lessor shall not lease any other premises in the
Center or in any other property that Lessor has control of
that is located within a one (1) mile radius of the Center to
any lessee engaged in the "primary business" of operating a
barbershop that caters primarily to male clientele (i.e. men
and boys)("Exclusive Services"). In addition, Lessor shall
not grant Lessor's consent to a proposed change in use by
an existing lessee if such new use would be for the
Exclusive Services and if Lessor is entitled, pursuant to the
terms of such lease, to withhold its consent to a ro osed

548387v7 E'Xlllblt D
 change in use, without Lessor incurring any liability as a
result thereof(as determined by Lessor in its sole, but good
faith, discretion) or being required to grant a concession or
exercise a recapture right. For purposes of this section,
"primary business" shall mean any business which has
greater than twenty-five percent (25%) of its gross sales
derived from the provision of Exclusive Services. However,
this restriction will not apply to: (i) the lessees and
occupants,and their successors and assigns, in possession
of premises at the Center under leases entered into before
the date of this Lease, (ii) to a store primarily offering
manicures, pedicures and/or facials, (iii) a store operating
primarily as a day spa offering haircutting as an incidental
part of its business, (iv) a salon that caters primarily to
female clientele, or (v) in the event any existing or
subsequently-adopted laws prohibit or modify such
restriction. Lessee acknowledges that this restriction is
intended to apply to a direct competitor of Lessee, but is not
intended to prevent Lessor from leasing space to another
lessee that may provide any Exclusive Services on an
incidental basis.

548387v7 Exhibit D
5
 PROHIBITED USES AT THE CENTER IN EFFECT AS OF THE EFFECTIVE DATE

The Village at Nellie Gail Ranch -Common Area Restrictions and Prohibited Uses

Section I
Lessee Paragrapl Detail
Chuck E Cheese ~xhibit F, II Prohibited Uses. The following constitute
prohibited uses within the Shopping Center:
A. Any nuisance or use causing loud noises or
offensive odors.
B. Manufacturing facility (except for the
manufacture of such goods which are required
as a necessary incident to the conduct of a
particular retail mercantile business).
C. Thrift store, liquidation outlet, consignment
store (excluding stores carrying
incidental consignments) or pawn shop.
However, a so-called "discount' or
"off-price" store shall not violate this restriction.
D. Modeling studio.
E. Adult book store or sexually-oriented shop or
theater.
F. Cocktail lounge, bar or tavern.
G. Movie theater, bowling alley, skating rink,
carnival, bingo parlor or any other
business using loud speakers within the
Shopping Center.
H. Coin operated laundry.
I. Church or similar use.
J. Beauty school, barber college, reading room,
place of instruction or any other
operation catering primarily to students or
trainees other than to retail customers.
K. Any fire, auction, lost lease, quitting
business or bankruptcy sale, and any signage
or
advertisement of such. However, inventory
liquidation sales are permitted.
L. Any health club, spa or gymnasium.
M. Any mobile home park, trailer camp or
junkyard.
N. Any dumping, disposing, incineration or
reduction of garbage (other than dumpsters
located in the rear of any building and
otherwise properly screened from view).
O. Any central laundry or laundromat.
P. Any automobile, truck, trailer or R.V. sales,
leasing, display or repair.
Q. Billiard or pool hall.

548387v7 Exhibit D
1
 ADDITIONAL PROHIBITED USES

1. Amusement Arcade, Game Parlor or Amusement Park (excluding Chuck-E-Cheese or similar

operators such as, but not limited to, Dave &Buster's);

2. Boxing Arena (excluding Total Training Bootcamp or other health clubs, gyms or exercise facility
operators offering boxing classes such as, but not limited to, Bally's Total Fitness or LA Fitness);

3. Shooting Gallery;

4. Bingo Hall(provided that this restriction shall not preclude lottery tickets and other items commonly
sold in retail establishments from being sold as an incidental part of business);

5. Betting Parlor;

6. Dance Hall operated as amusement enterprise;

7. Card Game Room;

8. Church;

9. Temporary Revival Church;

10. Wedding Chapel;

1 1. Auditorium (excluding any cinemas or theaters);

12. Assembly Hall;

13. Hiring Hall;

14. Massage parlor (excluding Massage Envy, Stressbusters, or similar therapeutic massage retailers
operating in a first-class manner);

15. Adult Book Store (provided that this restriction shall not preclude the sale or rental of X rated or
"NR"rated or similar materials as an incidental part ofthe operation ofa national or regional bookstore such
as, but not limited to, Barnes and Noble);

16. Adult Video Store (provided that this restriction shall not preclude the sale or rental of X rated or
"NR" rated or similar videos as an incidental part of the operation of a national or regional video store such
as, but not limited to, Blockbuster Video);

17. Bowling Alley;

18. Unemployment or Welfare Office;

19. Off Track Betting Facility;

20. Funeral Parlor;

548387v7 Exhibit D
1
21. Billiard Parlor or Pool Hall;

22. Skating Rink;

23. Flea Market;

24. Tattoo Parlor;

25. Carnival;

26. Sporting Event or other sports facility (provided that this restriction shall not preclude:(i) retailers
selling sports equipment,(ii) health clubs, gyms,and/or exercise facility operators,and/or(iii)sports viewing
facilities as an incidental and ancillary part of a business which operates primarily as a restaurant);

27. Drug Rehabilitation Center;

28. Free Clinic;

29. Lottery Sales Office (provided that this restriction shall not preclude lottery tickets and other items
commonly sold in retail establishments from being sold as an incidental part of business); and

30. Consignment Store (provided that this restriction shall not prohibit consignment furniture, clothing
stores, antique shops or stores selling high quality used merchandise such as, but not limited to,Play itAgain
Sports and/or Game Stop).

548387v7 E~ibit D
2
 r=
' ~+
/~ -~ %'~M
i

EXHIBIT ~~~" ;` , ~%
t~~
GUARANTY 4F LEASE ~~

IH1S GUARANTY C~1' L~ASB (this "Guaranty")is made as of _ ~~~ ,2016, by Ke~~eth
Stuttaford and Barbara Lee Stuttaford, husband and wife,jointly and severally, on behalf of each of their
marital, community,and sole and separate property estates {collectively,"Guarantor"), whose address is as
set forth in Section 10 hereof, in favor of Moulton La Paz, L~.C, a Delaware limited liability company
("Lessor"j, whose address is as set forth in Section 10 hereof.

WH~R6AS, Lessar and SEASIDE CLEAN LIV NC., a California corporation, d/bla
"CycleBar"("Lessee°} desire fo enter into that certain Lease dated
fNG~~'~,2016(the"Lease")concerning
kh~ premises commonly known as 34A,consisting o£approxvnately 3,l 13 square feet ofspace and identified on
Exhibit A of the Lease("Premises");

WHER.EI~S, Guarantor has a financial interest in the Lessee; and

WI~EREAS,Lessor would.not execute the Lease if Guarantor did not execute and. deliver to Lessor
this Guaranty.

NOW,THEREFORE,for and in consideration ofthe execution ofthe foregoing Lease by Lessor and
as a material inducement to Lessor to execute said Lease,Guarantor hereby absolutely,presently,continually,
unconditionally and irrevocably guaranties the prompt payment by Lessee of all rentals and other sums
payable by Lessee under said Lease and the faithful and prompt performance by Lessee ofeach and every one
of the terms, conditions and covenants of said Lease to be kept and performed by Lessee (collectively, the
"Obligations"), and further agrees as follows:

I, It is specifically agreed and understood that the terms,covenants and conditions ofthe Lease
may be altered, affected, modified, amended, compromised, released or otherwise changed by agreement
between Lessor and Lessee,ox by course ofconduct and Guarantor does guaranty anal promise to perform all
of the obligations of Lessee under the Lease as so altered, affected, modified, amended, compromised,
released or changed and the Lease inay be assigned by or with the consent ofLessor or any assignee ofLessor
without consent ar notice to Guarantor and that this Guaranty shall. thereupon and thereafter guaranty the
performance of said Lease as so changed, modified, amended,compromised, released, altered or assigned.

2. This Guaranty sha11 not. be released, modified or affected by failure or delay on the part of
Lessor to enforce any of the rights or remedies of Lessor under the Lease, whether pursuant to the terms
thereof or at law or in equity, or by any release of any person liable under the terms of the Lease(including,
without limitation,Lessee) or any other guarantor,including without limitation, any other Guarantor named
herein, from any liability with respect to Guarantor's obligations hereunder.

3. Guarantor's liability under this Guaranty shall continue until. all. rents due under the Lease
have been paid in full in cash and until all other obligations to Lessor have been satisfied, and. shall not be
reduced by virtue of any payment by Lessee of any amount due under the Lease. If all ox any portion of
Lessee's obligations under the Lease is paid or performed by Lessee, the obligations of Guarantflr hereunder
shall continue and remain in full force and. effect in the e~~ent that all or any part of such pa}mient(s) or
perfor~nance(s} is avoided or recovered directly or indirectly from Lessor as a preference,fraudulent transfer
ar otherwise.

4. Guarantor warrants and represents[o Lessor that Guarantor now has and will continue to have
full and complete access to any and all information concerning the Lease,the value of tt~e assets owned or to

sas~sl~~~ E~chibit E
l
be acquired by Lessee, Lessee's financial status and its ability to pay and perform the obligations owed to
Lessor under the Lease. Guarantor further warrants and represents that Guarantor has reviewed and approved
copies ofthe Lease and is fully informed ofthe remedies Lessor may pursue,with or without notice to Lessee,
in the event of default under the Lease. So long as Guarantor's obligations hereunder remain unsatisfied or
owing to Lessor, Guarantor shall keep fully informed as to all aspects ofLessee's financial condition and the
performance of said obligations.

5. Guarantor hereby covenants and agrees with Lessor that ifa default shall at any time occur in
the payment of any sums due under the Lease by Lessee or in the performance of any other obligation of
Lessee under the Lease, Guarantor shall and will forthwith upon demand pay such sums and any arrears
thereof, to Lessor in legal currency ofthe United States of America for payment of public and private debts,
and take all other actions necessary to cure such default and perform such obligations of Lessee.

6. The liability ofGuarantor under this Guaranty is a guaranty ofpayment and performance and
not of collectability, and is not conditioned or contingent upon the genuineness, validity, regularity or
enforceability of the Lease or the pursuit by Lessor of any remedies which it now has or may hereafter have
with respect thereto, at law, in equity or otherwise.

7. Guarantor hereby waives and agrees not to assert or take advantage ofto the extent permitted
bylaw: (i) all notices to Guarantor,to Lessee,or to any other person,including,but not limited to, notices of
the acceptance of this Guaranty or the creation, renewal, extension, assignment, modification or accrual of
any ofthe obligations owed to Lessor under the Lease and, except to the extent set forth in Section 9 hereof,
enforcement ofany right or remedy with respect thereto, and notice ofany other matters relating thereto;(ii)
notice of acceptance of this Guaranty; (iii) demand of payment, presentation and protest; (iv) any right to
require Lessor to apply to any default any security deposit or other security it may hold under the Lease;(v)
any statute oflimitations affecting Guarantor's liability hereunder or the enforcement thereof;(vi)any right or
defense that may arise by reason of the incapability, lack of authority, death or disability of Lessee or any
other person;(vii) all principles or provisions oflaw which conflict with the terms ofthis Guaranty,and (viii)
any other rights and defenses that are or may become available to Guarantor by reason of Sections 2787
through 2855, inclusive, ofthe California Civil Code. Guarantor further agrees that Lessor may enforce this
Guaranty upon the occurrence ofa default under the Lease,notwithstanding any dispute between Lessor and
Lessee with respect to the existence ofsaid default or performance ofthe obligations under the Lease or any
counterclaim, set-offor other claim which Lessee may allege against Lessor with respect thereto. Moreover,
Guarantor agrees that Guarantor's obligations shall not be affected by any circumstances which constitute a
legal or equitable discharge of a guarantor or surety.

8. Guarantor agrees that Lessor may enforce this Guaranty without the necessity ofproceeding
against Lessee or any other guarantor, including, without limitation, any other Guarantor named herein.
Guarantor hereby waives the right to require Lessor to proceed against Lessee, to proceed against any other
guarantor, to exercise any right or remedy under the Lease or to pursue any other remedy or to enforce any
other right.

9. (a) Guarantor agrees that nothing contained herein shall prevent Lessor from suing on
the Lease or from exercising any rights available to it thereunder and that the exercise ofany ofthe aforesaid
rights shall not constitute a legal or equitable discharge of Guarantor. Without limiting the generality of the
foregoing, Guarantor hereby expressly waives any and all benefits under California Civil Code § § 2809,
2810, 2819,2845, 2847, 2848, 2849 and 2850.

(b) Guarantor agrees that Guarantor shall have no right ofsubrogation against Lessee unless and
until all amounts due under the Lease have been paid in full and all other obligations under the Lease have
been satisfied. Guarantor further agrees that, to the extent the waiver ofGuarantor's rights ofsubrogation as

548387v7 Exhibit E
2
set forth Herein is found by a court of competentjurisdiction to be void or voidable for any reason, and any
rights ofsubrogation Gua~•antortnay ha~~e against:Lessee shall bejunior andsubordinate to any rights Lessor
n ay have against Lessee.

(c) The obligations ofGuarantor under this Guaranty shall not be altered,limited or affected.by
any case, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization,
liquidation or arrangement of Lessee or any defense which Lessee may have by reason of order, decree or
decision ofany court or administrative body resulting from any such case. Lessor shall have the sole right to
accept or reject any plan on behalf of Guarantor proposed in such case and to take any other action v~~hich
Guarantor ~~ould be e»titled to take, including, without limitation, the decision to file or not file a claim.
Guarantor acknowledges and agrees that any payment which accrues with. respect to Lessee's obligations
under the Lease (including, without limitation, the payment of rent) after the commencement of any such.
proceeding(or, ifany such payment ceases to accrue by operation oflaw by reason of the commencement of
such proceeding,such payment as would have accrued ifsaid proceedings had not been commenced)shall.be
included in Guarantor's abligakions hereunder because it is the intention of the parties that. said obligations
should Ue determined without regard to any rule or law or order which may relieve Lessee of any of its
obligations under the Lease. Guarantor hereby permits any trustee in bankruptcy, receiver, debtor-in-
possession,assignee for the benefit ofcreditors or similar person to pay Lessor,or allow the claim ofLessor
in respect of, any such payment accruing aFter the date an which such. proceeding is commenced. Guarantor
hereby assigns to Lessor Guarantor's right to receive any payments from any trustee in bankruptcy,receiver,
debtor-in-possession, assignee for the benefrt of creditors ar similar person by way of dividend, adequate
protection payment or othenuise.

10. Any notice, statement, demand, consent, approval or other communication required or
permitted to be given,rendered or made by either party to the other, pursuant to this Guaranty or pursuant to
any applicable law or requirement ofpublic authority,shall be in r~criting(whether or Fiat so stated elsewhere
in this Guaranty)and shall. be deemed to have been.properly given, rendered or made only ifhand-deli~~ered
or sent by first-class mail, postage pre-paid, addressed to the other party at its respective address set ft~rth
brlow, and shall be deemed to have been given,rendered or made on the day it ishand-delivered or one day
after it is mailed, unless it is mailed outside of Los lingeles County, California, in which case it shall be
deemed to have been given,rendered.ar made on the third business day after the day it is mailed. By giving
notice as provided above, either party may designaCe a different address for notices, statements, dernands,
consents, approvals ar other communications intended far it.

To Guarantor; Kenneth. Stuttaford and Bar ra Lee Stuttaford --

310 Lake Streek, Uuit ~,~--
Huntington Beach, California 9264 - ~~l~~

and ~

To the Premises

To :Lessor: Moulton La Paz LLC

c/o Vintage Real Estate, LLC
L 1611. San Vicente Boulevard, Suite 1000
Los Angeles, California 90049
Attention: Asset Management

s~s3s~F~ Exhibit E
 11. Guarantor represents and warrants to Lessor as follows:

(a) No consent of any other person, including, without limitation, any creditors of
Guarantor, and no license, permit, approval or authorization of, exemption by, notice or report to, or
registration, filing or declaration with, any governmental authority is required by Guarantor in connection
with this Guaranty or the execution, delivery, performance, validity or enforceability ofthis Guaranty and all
obligations required hereunder. This Guaranty has been duly executed and delivered by Guarantor, and
constitutes the legally valid and binding obligation ofGuarantor enforceable against Guarantor in accordance
with its terms.

(b) The execution, delivery and performance of this Guaranty will not violate any
provision ofany existing law or regulation binding on Guarantor, or any order,judgment,award or decree of
any court, arbitrator or governmental authority binding on Guarantor, or of any mortgage, indenture, lease,
contract or other agreement,instrument or undertaking to which Guarantor is a party or by which Guarantor
or any ofGuarantor's assets may be bound,and will not result in, or require,the creation or imposition ofany
lien on any of Guarantor's property, assets or revenues pursuant to the provisions of any such mortgage,
indenture, lease, contract, or other agreement, instrument or undertaking.

12. The obligations of Lessee under the Lease to execute and deliver estoppel statements, as
therein provided,shall be deemed to also require the Guarantor hereunder to do and provide the same relative
to Guarantor.

13. This Guaranty shall be binding upon Guarantor, Guarantor's heirs, representatives,
administrators,executors,successors and assigns and shall inure to the benefit ofand shall be enforceable by
Lessor, its successors, endorsees and assigns. Any married person executing this Guaranty agrees that
recourse may be had against community assets and against his separate property for the satisfaction of all
obligations herein guaranteed. As used herein, the singular shall include the plural, and the masculine shall
include the feminine and neuter and vice versa, if the context so requires.

14. The term "Lessor" whenever used herein refers to and means the Lessor specifically named
in the Lease and also any assignee of said Lessor, whether by outright assignment or by assignment for
security, and also any successor to the interest of said Lessor or of any assignee in the Lease or any part
thereof, whether by assignment or otherwise. So long as the Lessor's interest in or to the Leased Premises(as
that term is used in the Lease) or the rents, issues and profits therefrom, or in, to or under the Lease, are
subject to any mortgage or deed of trust or assignment for security, no acquisition by Guarantor of the
Lessor's interest in the Leased Premises or under the Lease shall affect the continuing obligations of
Guarantor under this Guaranty, which obligations shall continue in full force and effect for the benefit ofthe
mortgagee, beneficiary, trustee or assignee under such mortgage, deed of trust or assignment, or any
purchaser at sale by judicial foreclosure or under private power of sale, and of the successors and assigns of
any such mortgagee, beneficiary, trustee, assignee or purchaser.

15. The term "Lessee" whenever used herein refers to and means the Lessee in the Lease
specifically named and also any assignee or sublessee ofsaid Lease and also any successor to the interests of
said Lessee, assignee or sublessee of such Lease or any part thereof, whether by assignment, sublease or
otherwise.

16. In the event of any dispute or litigation regarding the enforcement or validity of this
Guaranty, Guarantor shall be obligated to pay all charges, costs and expenses(including, without limitation,
reasonable attorneys' fees) incurred by Lessor, whether or not any action or proceeding is commenced
regarding such dispute and whether or not such litigation is prosecuted to judgment.

548387v7 Exhibit E
4
 17. This Guaranty shall be governed by and construed in accordance with the laws ofthe State of
California, and in a case involving diversity ofcitizenship, shall be litigated in and subject to the jurisdiction
ofthe courts of California.

18. Every provision of this Guaranty is intended to be severable. In the event any term or
provision hereof is declared to be illegal or invalid for any reason whatsoever by a court of competent
jurisdiction,such illegality or invalidity shall not affect the balance ofthe terms and provisions hereof, which
terms and provisions shall remain binding and enforceable.

19. This Guaranty may be executed in any number ofcounterparts each ofwhich shall be deemed
an original and all of which shall constitute one and the same Guaranty with the same effect as if all parties
had signed the same signature page. Any signature page of this Guaranty may be detached from any
counterpart ofthis Guaranty and re-attached to any other counterpart ofthis Guaranty identical in form hereto
but having attached to it one or more additional signature pages.

20. No failure or delay on the part of Lessor to exercise any power,right or privilege under this
Guaranty shall impair any such power,right or privilege, or be construed to be a waiver ofany default or any
acquiescence therein, nor shall any single or partial exercise ofsuch power,right or privilege preclude other
or further exercise thereof or of any other right, power or privilege.

21. This Guaranty shall constitute the entire agreement between Guarantor and the Lessor with
respect to the subject matter hereof. No provision of this Guaranty or right of Lessor hereunder may be
waived nor may any Guarantor be released from any obligation hereunder except by a writing duly executed
by an authorized officer, director or trustee of Lessor.

22. The liability ofGuarantor and all rights, powers and remedies ofLessor hereunder and under
any other agreement now or at any time hereafter in force between Lessor and Guarantor relating to the Lease
shall be cumulative and not alternative and such rights, powers and remedies shall be in addition to all rights,
powers and remedies given to Lessor by law.

[SIGNATURES FOLLOW]

548387v7 Exhibit E
5
 IN WITNESS WHEREOF,Guarantor has executed this Guaranty as ofthe day and year first above
written.

Kenneth Stuttaford and Barbara Lee Stuttaford, husband

and wife,jointly and severally, on behalf of each of their
marital, community,and sole and separate property estates

(EXHIBIT VERSIONI
Kenneth Stuttaford

Social Security No.

I~~

Driver's License #:

(EXHIBIT VERSIONI
Barbara Lee Stuttaford

Social Security No.

~•:

Driver's License #:

548387v7 E~ibit E
6
 EXHIBIT "F"

LEASE RIDER

CYCLEBAR FRANCHISING, LLC

Lease Rider ~,~ c~ ~

THIS LEASE RIDER.("Lease Rider") is entered into this day of arh ~, 2016, by
and between CYCLEBAR FRANCHISING, LLC, an Qhio limited liability company (°Company"},
SEASIDE CLEAN LIVING, INC., a California corporation, d/b/a "CycleBar"("Franchisee"), and
MOULTON LA PAZ, LLC, a Delaware limited liability company ~"Landlord").

WHEREAS,Company and Franchisee are parties to that certain Franchise Agreement (the
"Franchise Agreement"); and

WHEREAS, the Franchise Agreement provJdes that Franchisee will operate a CycleBar
retail Studio ("Studio") at a location t Franchisee selects and Company accepts; and
--__-~-
WHEREAS,Franch' ~a- Landlord propose to enter into that certain Standard Shopping
Center Lease dated c ~~`~ 2016(the "Lease"), pursuant to which Franchisee will occupy
that certain premises containing approximately 3,113 square feet of space commonly known as
Space 34-A (the "Premises"), located within a portion of one of the buildings located within that
certain shopping center located at 26532 - 26562 Moulton Parkway, Laguna Hills, CA 92653, and
commonly known as the Village at Nellie Gail Ranch Shopping Center (the °Center"), for the
purpose of constructing and operating the Studio in accordance with the Lease and the Franchise
Agreement, as such Premises is more particularly described in the Lease; and

WHEREAS, the Franchise Agreement provides that, as a condition to Company's

authorizing Franchisee to enter into the Lease, the parties must execute this Lease Rider;

NOW,THEREFORE,in consideration ofthe mutual undertakings and commitments set forth

in this Lease Rider, the parties agree as follows:

During the term of the Lease ortha Franchise Agreement(whichever is shorter), Franchisee
will be permitted to use the Premises for the operation of the Studio and for no other purpose.

Subject to:(i}applicable zoning laws and deed restrictions and (ii) the terms and conditions
contained in the Lease, (iii) Landlord's sign criteria for the Center, and (iv) prevailing community
standards of decency, Landlord consents to Franchisee's installation and use of such trademarks,
service marks,signs, decor items, color schemes,and related components ofthe CycleBar system
as Company may from time to time prescribe for the Studio.

Landlord agrees to furnish Company with copies of all letters and notices it sends to
Franchisee pertaining to the Lease and the Premises, at the same time it sends such letters and
notices to Franchisee. Company agrees to furnish Landlord with copies of all letters and notices it
sends to Franchisee pertaining to the Franchise Agreement, at the same time it sends such letters
and notices to Franchisee.

Notices shall be sent to the parties hereto by the methods} as permitted in the Lease to:

sas~~~Fa Exhibit F
If to Company:

CycleBar Franchising, LAC

ATTN: Kristian Higgs
7720 Montgomery Road, Suite 200
Cincinnati, Ohio 45236
Tel:(513)646-4712
Email: kit('a cyclebar.com

If to Landlord:

Moulton La Paz LLC

c/o Vintage Real Estate, LLC
1 1611 San Vicente Boulevard
Office of the Building, Suite 1 Q00
Los Angeles, California 90049
Attention: Asset Management

If to Franchisee:

Seaside Clean Living, Inc.

310 Lake Street, Unit.~'~f
Hu~tir~gton Beach, CA 92648

Subject to the terms and conditions contained in the Lease (including, without limitation,
Section 13 of the Lease), and provided Franchisee and Company agree to indemnify, defend and
hold Landlord harmless from and against any claims, damages,demands,losses, liabilities, causes
of action, suits,judgments, costs and expenses(including reasonable attorneys'fees)(collectively,
"Claims"), arising from any activity, work, or thing done, permitted or suffered by Company, its
agents, employees, and/or contractors in or about the Premises, Company will have the right,
without being guilty of trespass, to enter the Premises at any time or from time to time during the
term of the Lease (i) to make any modification or alteration within the Premises reasonably
necessary to protect the CycleBar system and marks,(ii) to cure any default of Franchisee under
the Franchise Agreement or under the Lease (prior to the expiration of any applicable notice and
cure period under the Lease), or(iii) to remove the distinctive elements of the CycleBartrade dress
upon the earlier of the Lease's and/or the Franchise Agreement's expiration or termination,so long
as such removal is accomplished without damage to the Premises and subject to coordinating such
removal with Landlord and complying with Landlord's reasonable rules and requirements. Neither
Company nor Landlord will be responsible to Franchisee for any damages Franchisee might sustain
as a result of action Company takes in accordance with this provision. Franchisee hereby
irrevocably authorizes Landlord to rely on any default. notice it receives from Company, and
Landlord may disregard any notices or demands it receives from Franchisee once Landlord has
received a default notice from Company. Notwithstanding the foregoing, in no event shall
Franchisee be released from its obligations underthe Lease in the event of a default by Franchisee
under the Franchise Agreement. Company will promptly repair and/ar reimburse Landlord for the
cost.of any damage to the Center and/or the Premises that result from Company's removal of trade
dress items and other property firom the Premises, and/or any other activity, work, or thing done,
permitted or suffered by Company,its agents,employees, and/or contractors in or about the Center

s~saa~~~~ E~ibit F
2
and/or the Premises. Should Franchisee or Company fail to remove any or all of the trade dress
and/or other property by the expiration or termination of the term of the Lease, the same shall be
deemed to be abandoned by Company and Franchisee, and Landlord shall have the right, without
incurring any liability, to remove same from the Premises and either retain or dispose of the same at
the expense of Company and Franchisee. Notwithstanding the foregoing, (a) Company shall
provide Landlord with not less than two (2) days' advance written notice of any entry upon the
Premises;(b) Company shall at all times be accompanied by a representative of Landlord during
repossession or other removal of property from the Premises; and (c)there shall be no display or
public or private auction or other sale of any kind or nature on or from the Premises.

Subject to the terms and conditions contained in the Lease and provided no default exists
under the Lease, upon prior written notice to Landlord, Franchisee will be permitted to assign the
Lease to Company or any bona fide franchisee of Company that has been approved by the normal
review procedures of Company(which procedures shall include inquiries into the new franchisee's
financial condition, credit, criminal and business history, educational background, personal
interviews, the completion by the new franchisee of business management training and the
execution by the new franchisee of Company's standard franchise agreement)upon the expiration
or termination of the Franchise Agreement. Subject to the terms and conditions contained in the
Lease, Landlord consents to such an assignment and agrees not to impose any assignment fee or
similar charge, or to increase or accelerate rent under the Lease, in connection with such an
assignment. Other than the name of Franchisee,the terms and provisions of the Lease shall not be
modified as a result of such assignment and/or assumption of the Lease. Upon the request of
Landlord, Company(or the bona fide franchisee of Company,as applicable)shall, within fifteen (15)
days after such request, sign an instrument evidencing the assumption of the Lease and
recognizing Company and/or the bona fide franchisee (as applicable) as the new "Lessee" under
the Lease, which instrument shall be on Landlord's standard form; provided, however, that the
assumption of the Lease will remain in effect even if such instrument is not signed by Company
and/or bona fide franchisee.

If Franchisee assigns the Lease to Company or its designee in accordance with the
preceding paragraph,the assignee must assume all obligations of Franchisee under the Lease from
and after the date of assignment. Upon an assumption of the Lease, Company (or the bona fide
franchisee of Company,as applicable)will promptly cure all monetary and non-monetary defaults of
Franchisee under the Lease.

Franchisee may not assign the Lease or sublet the Premises without Company's prior
written consent, and Landlord will not consent to an assignment or subletting by Franchisee without
first verifying that Company has given its written consent to Franchisee's proposed assignment or
subletting.

Landlord and Franchisee will not amend or modify the Lease in any manner that will
materially and adversely affect any of the provisions or requirements of this Lease Rider without
Company's prior written consent, which consent shall not be unreasonably withheld, conditioned or
delayed; provided, however, notwithstanding the foregoing, once Franchisee is deemed to have
exercised its option to extend the term of the Lease for any Option Term (as defined in the Lease),
then Franchisor shall be deemed to have consented to such extension of the term.

The provisions of the Lease will supersede and control any conflicting provisions of this
Lease Rider. Nothing contained in this Lease Rider shall be deemed to affect or modify whatsoever
any of Franchisee's obligations under the Lease including, without limitation, Franchisee's

548387v7 Exhibit F
3
obligations regarding surrender of the Premises in good condition and repair at the expiration of the
term of the Lease, removal of the personal property and repair of any damage occasioned thereby.

Landlord acknowledges that Company is not a party to the Lease and,except as otherwise
provided herein, will have no liability or responsibility under the Lease unless and until the Lease is
assigned to, and assumed by, Company. Company acknowledges that Landlord is not a party to the
Franchise Agreement and Landlord will have no liability or responsibility under the Franchise
Agreement whatsoever.

If any party hereto should bring suit against another party or parties with respect to this
Lease Rider,then all costs and expenses, including without limitation, actual professional fees and
costs such as appraisers', accountants' and attorneys'fees and costs, incurred by the party which
prevails in such action, whether by final judgment or out of court settlement, shall be paid by the
other parties, which obligation on the part of the other parties shall be deemed to have accrued on
the date of the commencement of such action and shall be enforceable whether or not the action is
prosecuted to judgment. As used herein, attorneys'fees and costs shall include, without limitation,
attorneys'fees, costs and expenses incurred in connection with any (i) post-judgment motions; (ii)
contempt proceedings; (iii) garnishment, levy, and debtor and third party examination; (iv)
discovery; and (v) bankruptcy litigation.

Each party certifies that it has full authority to execute this Lease Rider.

This Lease Rider shall be binding upon Landlord, Company, and Franchisee, and their
respective heirs, executors, successors and assigns. As used herein,"Franchisee" shall include
the heirs, devisees, legatees, personal representatives, successors and assigns of Franchisee. If
Landlord transfers its interest in the Premises then Landlord shall be relieved of any further liability
under this Lease Rider. Landlord's liability under this Lease Rider shall be limited to its interest in
the Premises. Additionally, notwithstanding any contrary provision in this Lease Rider, Landlord
shall not be liable under any circumstances for injury or damage to, or interference with, Company's
business, including but not limited to, loss of profits, loss of rents or other revenues, loss of
business opportunity, loss of goodwill or loss of use, in each case, however occurring.

Time is of the essence with respect to this Lease Rider.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

548387v7 Exhibit F
4
IN WITNESS WHEREOF,the parties have executed this Lease Rider of the date first above written:

COMPANY:

CYCLEBAR FRANCHISING, LLC,

an Ohio limited liability company

By: (EXHIBIT VERSIONI

Name:

Title:

LANDLORD:

MOULTON LA PAZ, LLC,

a Delaware limited liability company

By: (EXHIBIT VERSIONI

Name:

Title:

FRANCHISEE:

SEASIDE CLEAN LIVING, INC.,

a California corporation,
d/b/a "CycleBar"

By: (EXHIBIT VERSIONI

Name:

Title:

548387v7 E~iibit F
 FIRST AMENDv[ENT TO STANDARD SH~PPI1~iG CENTER LEASE

This FIRST AMENDMENT TO STANDARD SHOPPING CEIv"I'ER LEASE (this

"Amendment") is entered into as of July~, 2017 ("Effective Date"), by and between MOULTON
LA PAZ, LLC,a Delaware limited liability company ("Lessor"), and SEASIDE CLEAN LIVING,INC.,
a California corporation, d/b/a "CycleBar"("Lessee").

RECITALS

A. Lessor and Lessee are parties to that certain Standard Shopping Center Lease dated as of
April 14, 2016 (the "Original Lease"), pursuant to which Lessor leases to Lessee, and Lessee leases from
Lessor, certain space designated as Space No, 34-A consisting of approximately 3,113 rentable square
feet (the "Leased Premises") in the shopping center commonly known as the Village at Nellie Gail
Ranch ("Center") located at 26532 - 26562 Moulton Parkway, Laguna Hills, CA 92653, as more
particularly described in the Original Lease.

B. Lessor aqd Lessee desire to amend the Original Lease in accordance with the terms and
conditions set forth below.

AGREEMENT

NOW,THEREFORE,for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Lessor and Lessee hereby agree as follows:

1. Defined Terms; Recitals. All capitalized terms used herein but not specifically defined in
this Amendment shall have the meanings ascribed to such terms in the Original Lease. The term "Lease"
where used in the Original Lease and this Amendment shall hereafter refer to the Origittal Lease, as
amended heteby, The above recitals are incorporated herein by reference and shall be deemed. a part of
this Amendment.

Condition ofPremises.

(a) Subject to Section 2(b)below, Lessee shall continue to lease the Leased Premises
"as-is," "with all faults," "without any representations or warranties." Lessee hereby agrees and warrants
that it has investigated and inspecfed the condition of the Leased Premises and the suitability of same for
Lessee's purposes, and Lessee does hereby waive and disclaim any objection to, cause of action based
upon, or claim that its obligations hereunder should be reduced or (united because of the condition of the
Leased Premises and/or the Center or the suitability of same for Lessee's purposes. Lessee acknowledges
that neither Lessor nor any agent nor any employee of Lessor has made any representations or warranties
with respect to the Leased Premises oz the Center or with respect to the suitability of either for the
conduct of Lessee's business, and Lessee expressly warrants and represents that Lessee has relied solely
on its own investigation and inspection of the Leased Premises and the Center in its decision to enter into
this Amendment and continue to Iet the Leased Premises in an °'as-is" condition.

(b) Subject to the terms and conditions of this Section 2(b), provided Lessee is not in
default under the Lease, and has not been in default under the Lease from and after the Effective Date
hereof, Lessee shall be entitled to a one-Hine tenant improvement allowance in the amount of Forty-Five
Thousand Six Hundred Fifty-Seven and 32/100 Dollars ($45,657.32)(the "Additional Allowance") for
the costs of constructing and instaSling permanently attached leasehold improvements in the Leased
Premises, upon the terms and conditions set forth in the Original Lease, including but not limited to

783017v1 5
Exhibit "C" attached thereto. Notwithstanding anything to the contrary contained in this Amendment, in
no event shall T.essor be obligated to make a~ay disbursements pursuant. to this Section 2(b) in a total
amount which exceeds the Additional Allowance, and in no event shall Lessee be entitled. to any portion
of the Additional Allowance not requested by Lessee on or prior to July 31, 2017 {the "Allowance
Expiration Date"}; provided, however, that notwithstanding anything to the contrary contained herein,
provided that Lessee is not then in default under the Lease and has not been in any default under the
Lease from and after the date hereof, any portion of the Additional Allowance unused and unallocated as
of the Allowance Expiration Date {the "AUowance Rent Credit"), sha11 be credited towards the payment
of Minimum Monthly Rent due under the Lease with respect to the Leased Premises. Lessee understands
and agrees that the foregoing Allowance Rent Credit is conditioned upon Lessee's not being in a default
under the Lease. Accordingly, upon the occurrence of any default under the Lease, the foregoing
Allowance Rent Credit shall immediately become null and void, and any Minimum Monthly Rent
previously credited to Lessee shall immediately become due and payable, and Lessee shall no longer
receive any future credits on account ofsuch Allowance Rent Credit.

3. Coafidentiality. As a material inducement to Lessor's agreement to enter into this

Amendment, Lessee agrees to keep completely confidential t2ie terms and conditions of this Amendment
and any negotiations or discussions retating to the same (collectively, the "Confidential Information")
and agrees that it will not disclose any such information to any other person or entity whatsoever. Any
violation of the foregoing shall constitute an immediate and material breach under the Lease(without any
notice or cure period). Without limiting any other rights or remedies of Lessor, Lessee shall be liable for
all damages (including attorneys' fees and expenses) of whatever type (including consequential damages}
incurred by Lessor as a result of any third patty obtaining any Confidential Information as a result o£ any
act or omission of Lessee. Further, the parties acknowledge that in the event Ixssee breaches any of the
provisions of this Section, or threatens or attempts to do so, Lessor would be irreparably harmed
Accordingly, Lessee agrees in advance, without proof of actual damages: (a) that any breach of the
confidentiality provisions of this Section shall be a default under the Lease and, at Lessor's election, shall
result in all concessions granted in this Amendment being voided attd immediately due and payable to
Lessor; and {b) to the granting of injunctive or other equitable relief in favor of Lessor. The foregoing
will not be the exclusive remedies foz a breach ofthis Section, but will be in addition to all other remedies
available under the Lease and/or at law or in equity.

4. CASp. Lessor hereby discloses to Lessee, in accordance with California Civil Code
Section 1938, and Lessee hereby acknowledges that the Leased Premises have not undergone an
inspection by a Certified Access Specialist(CASp) to deternune whethex the Leased Premises meet all
applicable construction-related accessibility standards pursuant to California Civil Code §55.51 et seq.
As required by Section 1938(e) of the California Civil Code, Lessor hereby states as follows: "A Certified
Access Specialist (CASp) can inspect the subject premises and deternune whether the subject premises
comply with all of the applicable construction-related accessibility standards under state law. Although
state law does not require a CASp inspection of the subject promises, the commercial property owner or
lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for
the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The
parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the
payment of the fee for the CASp inspection, and tine cost of making any repairs necessary to correct
violations of construction-related accessibility standards within the premises." In furtherance of the
foregoing, and notwithstanding anything to the contrary contained in the Lease, Lessor and Lessee hereby
agree as follows: (i) any CASp inspection requested by Lessee shall be conducted, at Lessee's sole cost
and expense, by a CASp approved in advance by Lessor, subject to Lessor's rules and requirements;(u)
Lessor shall have no obligation to perform any work or repairs identified in any such CASp inspection;
and (iii) to the extent that any work, repairs, replacements, or improvements are recommended or required
by the CASp (or otherwise required as a result of any such CASp inspection or anything done by Lessee

7s~o~7~i 2
in its use or occupancy of the Leaped Premises), then, at Lessor's election, Lessee shall be required to
perform the same at Lessee's sole cost and expense (subject to tha terms and conditions of Section 13 of
Lease, including Lessor's tight to approve of detailed plans and specifications in advance); provided,
however, Lessor shall have the option to perform any or all of the foregoing at Lessee's sole cost and
expense (with Lessee to reimburse Lessor upon demand fox the costs and cxpenscs incurred by Lessor in
perfozming the same}.

5. Release by Lessee. As a material inducement to Lessor's agrccinent to enter into Phis

Amendment and agree to the terms and conditions of Section 2(b) above, Lessee, on behalf of itself and
its predecessors, successors, affiliates and assigns, and all other persons, firms and corporations claiming
through Lessee, and each of them (collectively, the "Lessee Releasing Parties"), does hereby release
Lessor and its predecessors, successors, affiliates and assigns, and their respective partners, officers,
shareholders, agents, contractors, representatives, employees and attorneys (collectively the "Lessor
Released Parties"), of and from any and all claims, demands, disputes, damages, liabilities, obligations,
controversies, debts, costs, expenses, lawsuits, actions, causes of action and other rights to relief, both
legal and equitable, of every kind and nature, whether now known or unknown, suspected or unsuspected,
past or present, contingent or fixed, which the Lessee Releasing Parties, or any of them, now have, had, or
at any time hereafter may have, against the Lessor Released I~arties, or any of them, arising out of or in
connection with the Lease or the Leased Premises. In connection therewith, Lessee hereby expressly
waives all rights which it has, or may hereafter claim to have, that any claim, demand, obligation and/or
cause of action has, through ignorance, oversight or error, been omitted from the terms of this
Amendment, and hereby expressly waives all rights it may have, or claim to have, under the provisions of
California Civil Code Section 1542, or equivalent law of any jurisdiction, which provides:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME QF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST , ~i
HA~TERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR,"

Lessee's Initials

6. Attorneys' Fees. In the event either party shall commence an action to enforce any
provision of this Amendment, the prevailing party in such action shall be entitled to receive from the
other party, in addition to damages, equitable or other relief, and all reasonable costs and expenses
incurred, including reasonable attorneys' fees and court costs and the reasonable fees and costs of expert
witnesses, and reasonable fees incurred to enforce any judgment obtained. This provision with respect to
attorneys' fees incurred to enforce a judgment shall be severable from all other provisions of this
Amendment, shall survive any judgment, and shall not be deemed merged into the judgment.

7. Broken. Lessee represents and warrants to Lessor that it has not dealt with any broker
with respect to this Amendment. If Lessee has dealt with any broker, agent or other person, Lessee shall
be solely responsible foz the payment of any fees due said person or furn and Lessee shall protect,
indemnify, hold harmless and defend Lessor from any liability in respect thereto.

8. Estoppel. Lessee warrants, zepresents and certifies to Lessor that, as of the date of ttus
Amendment,(i) Lessor has complied with all ofthe terms and conditions ofthe Lease and Lessor is not in
default under the Lease, (ii) Lessee does not have any defenses or offsets to payment of rent and
performance of its obligations under the Lease as and when same becomes due, (iu} no construction
obligations remain to be performed by Lessor; (iv) Lessee has no right to any credit, claim, cause of

783017vt ~~

~_
action, offset or similar charge against Lessor or against Minimum Monthly Rent or any other charges
due Lessor under the Lease;(v} Lessee is not entitled to any future rental abatement, concession, credit,
reduction or allowance whatsoever; (vi) the Lease has not been modified in any respect, except as stated
herein; and (vii) Lessee has no right to (a) lease any additional space in the Center, (b) purchase any
portion o£ the Center, or (c) ter►ninate the Lease for any reason (other than as expressly set forth in the
Lease).

9. Authori Lessee represents and warrants that Lessee has foil power and authority to
enter into this Amendment and the person signing on behalf of Lessee has been fully authorized to do so
by all necessary corporate or partnership action on the part of Lessee. Lessor represents and warrants that
Lessor has full power and authority to enter into this Amendment and the person signing on behalf of
Lessor has been fully authorized to do so by all necessary action on the part of Lessor.

10. Original Lease in Full Force, Except for those provisions which are inconsistent with this
Amendment and those terms, covenants and conditions for which performance has heretofore been
completed, all other terms, covenants and conditions of the Original Lease shall remain unmodified and in
full force and effect. Lessor and Lessee ratify the Original Lease, as amended hereby.

I1. Facsimile/PDF: Counterparts. Each party hereto, and their respective successors and
assigns shall be authorized to rely upon the signatures of all of the parties hereto on this Amendment
which are delivered by facsimile or PDF as constituting a duly authorized, irrevocable, actual, current
delivery of #his Amendment with original ink signatures of each person au~d entity. This Amendment may
be executed in counterparts, each of which sha11 be deemed an original part and all of which together shall
constitute a single agreement.

(SIGNATURESAPPEAR ON THE FOLLOWING PAGEJ

~ssoi ~~i 4
 IN WITNESS WHEREaF,this Amendment has been executed by Lessor and Lessee as of the
date first set forth above.

LESSOR:

MOULTON LA PAZ,LLC,
a Delaware limited liability coxnpa~ny

Name: Robert Licht

Title; Authorized Signatory

LESSEE:

SEASIDE GLEAN LNING,INC.,

a California corpor~ron ~G,~"}~'

Name: 'v~~'

Title:

txao~7~i
 ACKNOWLEDGEMENT AND CONSENT OF GtiARANTOR

For value received, and in consideration of Lessor's entering into the foregoing Amendment, the
undersigned, Guarantor under that certain Guaranty of Lease dated as of Apzil 14, 2016 (the
"Guaran "), and attached as Exhibit "E" to the Original Lease, having fully read and understood said
Amendment, hereby consents to the foregoing Amendment and further acknowledges and agrees that (i)
neither Lessor's nor Lessee's execution of such Amendment shall limit, waive or otherwise impair die
obligations of the undersigned pursuant to the Guaranty, and (ii} the Guazanty is in full force and effect
with regard to the Original Lease, as amended by this Amendment.

GUARANTOR:

KENNETH STUTTAFORD AI`TD BARBARA LEE

STUTTAFORD, husband and wife, jointly and
severally, on behalf of each of their marital, comet ,
and sole and separate propert~estattysrj~,~

Social Secu~y No.~

DOB:
Driver's License #:

sy:
BARB ESTUTTAFORD

Social Security No. _

DOB:
Driver's License #:

~~~~~~~D

7asonvi 6
• •

I '~
 GUARANTY C1F LASE ~~~~~

TIiIS GUt~RAN'I'Y OF LEASE (this "Guaranty") is made as o c1 , 2016, by Kenneth

~tuttaford and Barbara I~ee St~ritaford, husband and ~ti~ife, jointly and severall}~, on k~ehalf of each of their
marital, community,and sole and.separate property estates(collectively,"Guarantor"), whose address is as
set forth in Section ]0 hereof, in favor of Moulton l,aPaz,, LLC, a Dela~~are limited liability company
("~,essor"}, whose address is as set forth i» Section 10 hereof. ``
/pr~~~
WHEREAS, Lessor and SI~ASIDE GLEAN LIVING, INC., a California corporation, d/b/a
"CycleBar°("Lessee")desire to enter into that cer[ai» Lease dated p 'i ~* ,2Q 16(the "Lease")concerning
t11e premises commonly known as 34A,consisting ofapproximately 3,1 13 square feet ofspace and identified on
Exhibit A of the Lease("Premises")

WHEREAS,Guarantor has a financial interest in the Lessee; and

WI-IEREAS, Lessor would not execute the Lease if Guarantor dici not execute and deliver to Lessor
this Guaranty.

NOW,THEREFORE,far acid in consideration oftl~e execution ofthe foregoing Lease by Lessor aiid
as a material i~tduc~mentto Lessor to execute said Lease,Guarantor hereby.absolutely, presently, cantinually,
unconditionally and irrevocably guaranties the prompt payment by Lessee cif all rentals and other• s~ims
payable by Lessee under said Lease ancj the faithful and prompt performance by Lessee ofeach. and every one
ofthe terms, conditions and covenants of said Luse to be kept and performed by T.essee (collectively, the
"Obligations"), and further agrees as follows:

1. It is specifically agreed and understpod that the terms,covenants and.conditions ofthe Lease
may be altered, affected, modified, amended, compromised, released or otherwise changed by agreement
between Lessor and Lessee,or by course ofconduct and Guarantor does guaranty and promise to perform all
of the obligations of Lessee under the Lease as so altered, affected, modified, amended, compromised,
released or changed and the Lease may be assigned by or «pith the conse»t ofLessor or any assignee ofLessor
without consent or notice to Guarantor aild that this Guaranty shall thereupon and thereafter guarani}~ the
performance of said Lease as sa changed, modified, amended, compromised, r~le~sed, altered or assigned.

2. This Guaranty shall not be released, modified or affected by failure or delay on the part of
Lessor to enforce a~~y of the rights or remedies of Lessor under the Lease, whether pL~rsuant to the terms
thereof or at law or in equity, or by any release of any person liable under the terms of the Lease (including,
without Limitation, Lessee)or any other guarantor, including without limitation, any other Guarantornamed
herein, from any liability with respect to Guarantor's obligations hereunder.

3. Guarantor's liability under this Guaranty shall continue until all rents dae under the Lease
have been paid in full i~~ cash and until alI other obligations to Lessor bane been satisfied, and shall not be
reduced by virtue of any payment by Lessee of any amomit due under the Lease. if all or any portion of
Lessee's obligations under the Lease is paid or performed by Lessee, the obligations of Guarantor hereunder
shalt co►~tinue and remain in full force and effect in the event that. all or any part of such payments) or
performances) is avoided or recovered. r~irectl}f or indirectly From Lessor as a preference; fraudulent transfer
or other~~vise.

4. Guarantor warrants and represents to Lessor that Guarantor no4v has and ZviII continue to have
full and complete access to any aiid all. information concerning the Lease, the value of the assets owned or to
be acquired by Lessee, Lessee's financial status and its ability to pay and perform the obligations owed to
Lessor under the Lease. Guarantor further ~~varrants and represents that Guaa-antor has reviewed and approved

593240F1
copies ofthe Lease and is frilly informed offhe remedies Lessor may pursue, with or ~iritl~out notice to Lessee,
in t1~e event of defa~~lt wider the Lease. So long as Guarantor's obligations hereunder remain unsatisfied or
o~~~ing to Lessor} Guarantor shall keep filly informed as t~ all aspects of Lessee's financial canditlon a~~d tl~e
performance of said obligations.

5. Guarantor hereby eovenauts and agrees with Lessor that ifa default dial I at any time occur• in
the payment of any sums due. under the Lease by Lessee or in the performance of any other obligation of
Lessee under the Lease, Guarantor shall and will fot-tln~~ith upon. demand pay such su~iis and any arrears
thereof, to Lessar in legal currency ofthe United States of America for payment of puUlic and private debts,
and take all other actions necessary to cure suc}t default at~d perform such obligations of Lessee.

6. The liability ofGuarantor under this Guara»ty is a guaranty of payment and performance and
not of collectability, and is not conditioned ar contingent upon the ~,enuincness, validity, regularity or
e~lforceability ofthe Lease or tl~e pursuit by Lessor of any remedies whieli it now has or ►nay hereafter t~av~
with respect thereto, at law, inequity or otherwise,

7. Guarantor hereby waives and agrees not to assert or take advantage of to the extent permitted
by la~v: (i) III notices to Guarantor, to .Lessee, or to arty other person, including, but not limited to, notices of
the acceptance of this Guaranty or tl~e creation, renewal, extension, assignment, modification or accrual of
any of the obligations owed to Lessor under the Lease and, except to the extent set forth in Section 9 hereof,
enforcement of any right or remedy with respect thereto, and notice of any other matters relating thereto; (ii)
notice of acceptance of this Guarvlty; (iii demand of payment, presentation and protest; (iv) any right to
require Lessor to apply to any default any security deposit or other security it may bold under the Lease; (v)
any statute of limitations affecting Guarantor's liability hereunder or the enforcement thereof; {vi) any right or
defense that may arise by reason of tl~e incapability, lack of authority, death or disability of Lessee or any
other pex•son, (vii) all principles or provisions of [a~~~ ~vliich conflict with the terms ofthis Guaranty, and (viii)
any other rights and defenses that are or may became available t~ Guarantor by reason of Sections 2787
through 2855, inclusive, of the California Civil Code. Guarantor further agrees that Lessor may enforce this
Guaranty upon. the occurrence oEa default under fhe Lease, notwithstanding any dispute between .Lessor and
Lessee with respect to the existence of said default or• performance of the obligations under the Lease or any
counterclaim, set-off or other claim ~uhicl~ Lessee may allege against Lessor with respect thereto. Moreover,
Guarantor agrees that Guarantor's obligations sha11 not be affected by any ciicumsta~tces which constitute a
legal or equitable discharge of a guarantor or surety.

8. Guarantor agrees that Lessor may enforce this Guaranty without the necessity of proceeding
against Lessee or any other guarantar, including, without limitation, any other Guarantor named herein.
Guarantor hereby waives the right to require Lessor to proceed against Lessee, to proceed against any other
guarantor, to exercise any right or remedy under the Lease ~r to pursue any other remedy or to enforce any
other right.

9. (a) Guarantor agrees that i3otl~ing contained herein shall prevent Lessor from suing on
the Lease or from exercising any rights available to it thereunder and that the exercise of atiy of the aforesaid
rights shall not constitute a legal or equitable discha~•ge of Guarantor. Without limiting the generality of the
foregoing, Guarantor hereby expressly waives any ai d all benefits under California Civil Code § § ?809,
2810, 2819, 2845, 2847, 2848, 2849 and ?850.

(b) Guarantor agrees that Guarantorsl~a(I have no right of subrogation against Lessee unless and
until all amounts due under the Lease have been paid in full and all other obligations under tl~e Lease have
been satisfied. Guarantor further agrees that, to the extent the waiver of Guarantor's rights of subrogation as
set forth herein is found by a coin-t cif competent jurisdiction to be void or voidable for any reason_, and any

59324Uv1
rights ofsub~•ogation Guarantor may have agai»st Lessee shall be juza,ior aid subordi~~ate to any rights Lessor
may have against Lessee.

(c) The obligations ofGuarantor under this Guaranty shall not be altered, limited or affected by
any case, voluntary or• involuntary, involving the bankruptcy, insaivency, receivership, reorganization,
liquidation or arrangeme»t of Lessee or any defense ~~~hicl~ Lessee may have by reason of order, decree or
decision ofany court or adm inistrative body resulting from any such case. Lessor steal(have the sole right to
accept or reject any plan on behalf of Guarai~to~• proposed iii such case and to take any other action which
Guarantor would be entitled to take, including, without limitation, tt~e decision to file or not fle a claim.
Guarantor acknowledges and agrees that any payment which accrues with respect. to Lessee's obligations
under the Lease (including, without limitation, the payment of rent) after t1~e commencement of any such
proceeding(or, ifany such payment ceases to accrue by operation oflaw by reason ofthe commencement of
such proceeding,such payment as would have accrued ifsaid proceedings had not been commenced)shall be
included in Guarantor's obligations hereunder because it is the intention ofthe parties that said obligations
should be determined without regard to any rule ar law or o~•der which may relieve I.,essee of any of its
obligations under the Lease. GL~arantor Izereby permits airy trustee in bankruptcy, receiver, debtor-in-
possession, assignee for the benef.it ofcreditors ar similar person to pay Lessor, or allow the claim of Lessor
in respect of, any such payment accrtaing after the date on which such proceeding; is commenced. Guarantor
hereby assigns to Lessor Guarantor's right to receive any payments from any trustee iu bankruptcy,receiver,
debtor-in-possession, assignee for the benefit of creditors or similar person by way of dividend, adequate
protection payment or otherwise.

10. Any notice, statement, demand, c-onsent, approval or other cotnmunicatiari required or
permitted to be green,rendered or ►Wade by either party to the other, pursua~~t to this Guaranty or pursuant to
any applicable law or requirement of public authority, shall. be in writing (whether or a~ot so stated elsewhere
in this Guaranty) ar~d shall be deemed to have been properly given, rendered or made only ifhand-delivered
or sent by first-class mail., postage pre-paid, addressed to the other• party at its respective address set forth
below, and shall be deemed to have been given, rendered or made on the day it is hand-delivered or one day
after it is mailed, unless it is mailed outside of I,os Angeles County, California, in which case it shall be
deemed to have been given, rendered or made on the third business day after the day it is mailed. By giving
notice as provided above, either party ir~ay designate a different address for notices, statements, d~ma►1ds,
consents, approvals or other com~nu~~ications intended for it.

Tn Guat•aiitor: Kenneth 5hittaford ar~d Barbara Lee Stuttaford

3 1p Lake Street, Unit !t~- ~~~~~~.~
Hunting#on Beach, California 9264 %"

and

To tfae Premises

To Lessor: Moulton La Paz LLC

c/o Vintage Real Estate, LLC
11611 San Vicente Boulevard, Suite 1000
Los Angeles, California 90049
Attention: Asset Management

s9saao~ i
 1 1. Guarantor represents and ~~arrants to Lessoa• as follows:

(a) Nn consent of any other person, izacluding, without limitation, any creditors of
Guarantor, and no license, permit, approval or authorization of,, exen~ptio~-~ by, notice or report to, or
registration, filing or declat•ation with, any governmental authority is required by G~iarantor iii connection
with this guaranty or the execution, delivery, performance, validity or enforceabilit}r ofthis Guaranty ai d all
obligations required hereunder. This Gua~~anty has been duly executed and delivered by Guarantor, and
constitutes the legally valid and binding oU(igation ofGuarantor enforceable against Guarai~tot• in accordance
with its terms.

(b) The execution, delivery and performance of this Guaranty will not violate any
provision ofany existing law or regulation binding on Guarantor, or any order,judgment,award ~r decree of
any court, arbitrator or governmental authority binding oii Guarantor, or of any mortgage, indenture, lease,
contract or other agreement,instrument or undertaking to which Guarantor is a party or by which Guarantor
or any ofGuarantor's assets may be bound,and ~vitl not result in, oa• require,the creation or imposition ofany
lien on any of Guaxantor's property, assets or revenues pursuant to the provisions of any such mortgage,
indenhire, lease, contract, or other agreement, instr~iment or undertaking.

12. The obligations of Lessee under the Lease to execute and deliver estoppel statements, as
therein provided,shall be deemed to also require the Guarantor hereunder to do and provide the same relative
to Guarantor.

13. This Guaa•anty shall be binding upon Guarantor, Guarantor's heirs, representatives,
administrators,executors,successors and assigns and shall inure to the benefit ofand shall be enforceable by
Lessor, its successors, endorsees and assigns. Any married person executing this Guaranty agrees that.
recourse may be had against community assets and against his separate property for the satisfaction of all
obligations herein guaranteed. As used herein,the singular shall include the plural, and tl~e masculine shall
include the fe~ni~~ine and neuter and vice versa, if the context so regtures.

14. The term "'Lessor" wlienever used herein refers to and means the Lessor specifically named
in the Lease and also any assignee of said [,essor, whether by otrtri~ht assignment or by assignment. far
sec~►rity, and also any suecesso~~ to the interest of said Lessor or of any assignee in the Lease or any pant
thereof, whether by assignment or otherwise. So long as the Lessor's interest in or to the Leased Premises has
that term is used in the Lease) or the rents, issues and profiis therefrom, or in, to or under the Lease, are
subject to any mortgage or deed of trust or assignment for security, no acquisition by Guarantor of the
Lessor's interest in the Leased Premises or under the Lease shall affect:. the continuing obligations of
Guarantor under this Gua~•anty, which obligations shall continue in full. force and effect for the benefit of the
mortgagee, beneficiary, trustee or assignee wider such. mortgage, deed of trust or assignment, or any
purchaser at sale by judicial foreclosure or under private power of sale, and ofthe successors a»d assigns of
any such mortgagee, beneficiary, trustee, assignee or purchaser.

l5. The term "Lessee° ~~Jhenever used herein refers to and means the Lessee in the Lease
specifically named and also any assignee or sublessee of said Lease and also any successor to the interests of
said Lessee, assignee or sublessee of such Lease or any part thereof, whether by assignment, sublease or
otherwise.

16. In the event of any dispute or litigation regarding the enforcement or validity of this
Guaranty, Guarartor shall be obligated tQ pay all charges, costs and expenses (including, v~~ithout limitation,
reasonable attorneys' fees) incurred Uy Lessor, whether or not any action ~r proceeding is commenced
regarding such dispute and whether or not such litigation is prosecuted to judgment.

i
 17. This Guaranty shall be governed by a~~d construed in accordance ~~~ith the laws ofthe State of
Californian and in a case it~uolvin~ diversity Qfcitizenship, shall be litigated in and subjectto tt~e jurisdictio~l
ofthe courts of California.

1 8. Every provision of this Guaranty is iniended to be severable. In the event any term or
provision hereof is declared to be illegal or invalid for any reason ~~hatsoever by a court of compete►~t
jurisdiction, such illegality or invalidity shall not affect the balance ofttie terms arld provisions hereof, which
terms a~1d provisions shall remain binding and enforceable.

19. This Guaranty may be executed in any number of counterparts each of which steall be deemed
an original and all of kvhich shall constitute one and the same Guaranty with tl~e same effect as if all parties
had signed the same signature page. Any signature pale of this Guaranty tnay be detached from aa~y
counterpart of this Guaranty and re-attached to any other counterpart of this Guaranty identical in form hereto
but having attached to it one nr mare additional signature pages..

20. No failure or de{ay on the pari~ of Lessor to exercise a~~y power, right or privilege under this
Guaranty shall impair any such power, right or privilege, or be construed to be a waiver of any default or a~7y
acquiescence therein, nor shall any single or partial exercise of such power, right or privilege preclude other
ar further exercise thereof or of any other right, power or privilege_

2l. This Guaranty shall constitute the entire agreement betwee~~ Guarantor and the Lessor with
respect to the subject matter hereof. No provision of this Guaranty ~r right of Lessor hereunder inay be
waived i~or may any Uu~rantor be released fa•om any obligation hereunder e~ce}~t by a writing duly executed
by an authorized off cer, director or trustee of Lessor.

22. Tl~e liability of Guarantor and all rights, pn~ve►•s and remedies of Lessor hereunder and under
any other agreement now or at any tine hereafter in force between Lessor and Guarantor relating to the Lease.
shall be cumulative and not alternative and such rights, powers anc1 remedies shall be in addition to all rights,
powers and remedies given to Lessor by law.

[SIGNATURES FOLLOW]

s~~3zao~ i i
r r ..._
 IN WITNESS WHEREOF,Guarantor has executed this Guaranty as ofthe day acid year firs# above.
written.

Kenneth Stuttaford. anti Barbara Lee Stuttaford, husband

and wife,jointly and severally;on behalf of each of their
marital, c ity, an nd parate property estates

Kei~netl~ Stutta d

Social Security No.

DOB:

Driver's License #: _ _ _._,

Bart~ara Stuttafo. d

Social Security No.

DOB: _

Driver"s License #: .

.
~ t j.;

593240e1
 PROOF OF SERVICE
2 STATE OF CALIFORNIA,COUNTY OF LOS ANGELES
3 At the time of service, I was over 18 years of ale and not a party to this action. I am
employed in the County of Los Angeles, State of California. My business address is First
4 Legal Support Services LA, 1511 West Beverly Boulevard, Los Angeles, California 90026.
5 On June 13, 2018, I served true copies of the following documents) described as
FIRST AMENDED COMPLAINT FOR: 1. BREACH OF CONTRACT;2. BREACH
6 OF GUARANTY on the interested parties in this action as follows:
7 Jeff Katofsky, Esq. Attorneys for Defendants SEASIDE
Michael Leff, Esq. CLEAN LIVING,INC.; KENNETH
8 LAW OFFICES OF JEFF KATOFSKY STUTTAFORD and BARBARA LEE
4558 Sherman Oaks Avenue, 2nd Floor STUTTAFORD
~`
W C
9 Sherman Oaks, CA 91403
x~
~~ w io
Telephone:(8181990-1475

z= BY PERSONAL SERVICE: I personally delivered the documents)to the person at

11 the addresses listed in the Service List. (1)For a party represented by an attorney, delivery
was made to the attorney or at the attorney's office by leaving the documents in an envelope or
~ 12 package clearly labeled to identify the attorney being served with a receptionist or an
individual in charge of the office. (2) For a party, delivery was made to the party or by
13 leaving the documents at the party's residence with some person not less than 18 years of age
between the hours of eight in the morning and six in the evening.
14
O I declare under penalty of perjury under the laws of the State of California that the
A
O 15 foregoing is true and correct.
w
x 16 Executed on June 13, 2018, at Los Angeles, California.
H
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18 ~z_~~

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1 124324.3/22365.05008
FIRST AMENDED COMPLAINT