Filing # 196186503 E-Filed 04/15/2024 12:16:30 PM

IN THE CIRCUIT COURT OF THE NINTH JUDICIAL CIRCUIT

IN AND FOR ORANGE COUNTY, FLORIDA

IVANHOE PLACE PROPCO, LLC, a

Delaware limited liability company,

Plaintiff,
CASE NO.:
v.

THE HALL AT THE YARD LLC, JAMAL

WILSON; TRUE ISLAND; SHAYS
KITCHEN LLC d/b/a SHAYS KITCHEN;
ORLANDO FOODIES LLC d/b/a
NORMA'S ITALIAN EATERY; SABBA
MEDITERRANEAN CUISINE and ANY
AND ALL OTHERS CLAIMING ANY
RIGHT TO OR POSSESSION OF THE
PREMISES,

Defendants.
/

COMPLAINT FOR EVICTION AND DAMAGES

Plaintiff, IVANHOE PLACE PROPCO, LLC (Landlore), hereby sues THE HALL AT

THE YARD LLC ("Tenann, JAMAL WILSON ("Guarantor"), TRUE ISLAND; SHAYS

KITCHEN LLC d/b/a SHAYS KITCHEN; ORLANDO FOODIES LLC d/b/a NORMA'S

ITALIAN EATERY; SABBA MEDITERRANEAN CUISINE and ANY AND ALL OTHERS

CLAIMING ANY RIGHT TO OR POSSESSION OF THE PREMISES (collectively "Licensee"

or "Licensees"), and states as follows:

PARTIES, JURISDICTION AND VENUE

1. This is an action against Defendants for damages in excess of $50,001.00 for breach

of a non-residential lease and personal guaranty and for eviction from a commercial property.

2. Landlord is, and at all relevant times was, a Delaware limited liability company.
 3. Landlord's mailing address is IVANHOE PLACE PROPCO, LLC, c/o Real Estate

Inver lad Development LLC, 101 S. Eola Drive, Suite 1205, Orlando, Florida 32801.

4. Tenant is and at all material times was, a Florida corporation which leased real

property in Orange County and conducted business at 1412 Alden Road, Orlando, Florida 32803.

5. Guarantor is an individual who has signed an agreement guaranteeing a Lease for

real property in Orange County, Florida, which expressly consented to jurisdiction in the courts of

the state of Florida.

6. Upon information and belief, the Licensees are individuals or businesses operating

at the Premises that may claim some right to possession of the Premises by and through Tenant.

7. Jurisdiction and venue are proper in Orange County, Florida pursuant to Florida

Statute §47.011 as Defendants engaged in business in Orange County, leased property in Orange

County, and breached contracts in Orange County, which are the subject matter of this lawsuit.

GENERAL ALLEGATIONS

8. Landlord owns real property in Orange County, Florida in Retail Building "A" of

Ivanhoe Place located at 1412 Alden Road, Orlando, Florida 32803 (the "Original Premises"),

which Tenant leased pursuant to that certain Retail Lease executed on January 28, 2019, between

Landlord and Tenant (the "Lease). A true and correct copy of the Lease is attached hereto as

EXHIBIT A.

9. On January 23, 2019, as part of the consideration for Landlord entering into the

Original Lease, Guarantor executed a guaranty of Tenant's performance under the Lease, which

was incorporated into the Lease (the "Guaranty"). A copy of the Guaranty is attached hereto as

EXHIBIT B.

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 10. On or about April 19, 2019, Defendant entered into a First Amendment to Lease,

which expanded the Original Premises by an additional 2,228 square feet on the second floor of

Retail Building "A" of Ivanhoe Place (the "Expansion Space")(the Original Premises and

Expansion Premises, hereinafter referred to as the "Premises"). A true and correct copy of the

First Amendment to Lease Agreement and reaffirmation and modification of guaranty is attached

hereto as EXHIBIT C.

11. On or about March 2, 2020, Defendant entered into a Second Amendment to Lease.

A true and correct copy of the Second Amendment to Lease Agreement and reaffirmation and

modification of guaranty is attached hereto as EXHIBIT D.

12. On or about March 1, 2022, Defendant entered into a Third Amendment to Lease.

A true and correct copy of the Third Amendment to Lease Agreement and reaffirmation and

modification of guaranty is attached hereto as EXHIBIT E.

13. Tenant filed for bankruptcy protection under Chapter 11 of the United States

Bankruptcy Code and an Order was entered July 11, 2023 (Sankruptcy Order) confirming the

Tenant's Subchapter V Plan [of] Reorganization Dated April 24, 2023 as Modified by the

Amendment to the Chapter 11 Plan (Plan"). A true and correct copy of the Bankruptcy Order is

attached hereto as EXHIBIT F. The Plan became effective on October 6, 2023.

14. Pursuant to the Lease and the Bankruptcy Order, Tenant is obligated to pay (a)

monthly base rent, Common Area Maintenance estimated charges, Utilities, CAM Reconciliation

for 2023, and sales tax, subject to adjustment as provided for in the Lease, all payable in equal

monthly installments in advance, due on the first of the month, and (b) Bankruptcy Installment

Payments (collectively, "Rent").

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 15. On April 4, 2024, Landlord sent Defendant a Notice of Default, which demanded

Tenant cure its monetary default or deliver possession of the Premises to the Landlord. A true and

correct copy of the Notice of Monetary Default is attached hereto as EXHIBIT G.

16. As of the date of filing this Complaint, Tenant and Guarantor have failed to pay the

amount of Rent owed in full to Landlord or deliver possession of the Premises to Landlord.

17. Due to Tenant's actions, Landlord has had to retain the services of undersigned

counsel and is obligated to pay them a reasonable fee for their services in addition to court costs.

Pursuant to Section 28 of the Lease and Paragraph 4 of the Guaranty, Landlord is entitled to recover

such fees and costs from Tenant and Guarantor jointly and severally.

18. Landlord has performed all conditions precedent to bringing this action, or they

have been waived or excused.

COUNT I- EVICTION AND POSSESSION

19. The Landlord realleges each allegation contained in Paragraphs 1

through 18 above

and incorporates the same by reference as if fully set forth herein.

20. This Count is to evict non-residential tenants from real property in Orlando, Orange

County, Florida.

21. This action is governed by the summary procedure provisions of Chapter 51,

Florida Statutes.

22. Pursuant to the Lease, Tenant is obligated to pay minimum rent, as provided for in

the Lease, all payable in equal monthly installments in advance, due on the first of the month.

23. Tenant has defaulted under the Lease by failing to timely pay Rent that was due.

24. As of the date of filing this Complaint, Tenant has failed to pay the amount owed

in full and has not delivered possession of the Premises to Landlord.

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 25. Based upon information and belief, the Licensees may claim some right to

possession of the Premises by and through Tenant and accordingly, by removing the right of

possession of Tenant, Landlord is removing the right of possession of any Licensees.

26. Landlord is obligated to pay its attorneys a reasonable fee for their services and

court costs, and is entitled to recover such fees and costs from Tenant pursuant to Section 28 of

the Lease and Florida Statute 83.251.

WHEREFORE, Plaintiff demands judgment against Defendant, THE HALL AT THE

YARD LLC and Licensees, TRUE ISLAND; SHAYS KITCHEN LLC d/b/a SHAYS KITCHEN;

ORLANDO FOODIES LLC d/b/a NORMA' S ITALIAN EATERY; SABBA

MEDITERRANEAN CUISINE and ANY AND ALL OTHERS CLAIMING ANY RIGHT TO

OR POSSESSION OF THE PREMISES, for possession of the Premises, costs and attorneysfees

as provided for in the Lease and Florida Statutes, and such other relief as this Court deems just and

proper.

COUNT II —
BREACH OF LEASE
(AGAINST TENANT)

27. Landlord repeats and realleges paragraphs 1

through 18 above as if fully set forth

herein.

28. Pursuant to the Lease, Tenant is obligated to pay Rent, payable in equal

installments, due on the first calendar day of the month, as provided for in the Lease.

29. Tenant defaulted under the Lease by failing to pay Rent that was due.

30. Tenant presently owes present Rent as of April 4, 2024 in the amount of

$249,105.16, plus utilities. Moreover, Landlord accelerated all forms of Rent due and payable for

the remainder of the Lease term, pursuant to Section 9.1.1 of the Lease.

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 31. Due to Tenant's default under the Lease, Landlord has had to retain the services of

undersigned counsel and is obligated to pay them a reasonable fee for their services in addition to

court costs. Pursuant to paragraph 28 of the Lease, Landlord is entitled to recover such fees and

costs from the Tenant.

WHEREFORE, Plaintiff demands judgment against Defendant, THE HALL AT THE

YARD LLC, for damages, pre-judgment and post-judgment interest on the amounts owed,

attorneysfees and costs as provided for in the Lease, and such other relief as this Court deems just

and proper.

COUNT III BREACH OF GUARANTY

—

(AGAINST GUARANTOR)

32. Landlord repeats and realleges paragraphs 1

through 18 and 28 through 31 above

as if fully set forth herein.

33. Tenant has defaulted under the Lease and Landlord has made or hereby makes

demand for payment due under the Lease and the Guaranty.

34. Landlord has suffered damages as a result of Guarantor's breach of the Guaranty,

as detailed in paragraph 30 herein.

35. Due to Tenant's default under the Lease and Guarantor's failure to cure this default,

Landlord has had to retain the services of undersigned counsel and is obligated to pay them a

reasonable fee for their services in addition to court costs. Pursuant to paragraph four (4) of the

Guaranty, Landlord is entitled to recover such fees and costs from the Guarantor.

WHEREFORE, Plaintiff demands final judgment against JAMAL WILSON for all

amounts due under the Guaranty, plus pre-judgment and post-judgment interest at the full amount

due, attorneys' fees and costs as provided by the Guaranty, and such further and other relief as is

just and proper.

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 Dated: April 15, 2024.

submitted,

BRETT R. RENTON, ESQ.

Florida Bar No. 0041994
brenton@shutts.com
SHUTTS & BOWEN LLP
300 S. Orange Avenue, Suite 1600
Orlando, Florida 32801
Secondary E-Mail: tmartingshutts.com
407/835-6791
407/237-2271 (Facsimile)
Attorneys for Plaintiff

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 RETAIL LEASE

THIS RETAIL SHOPPING CENTER LEASE (the "Lease) is made and entered into as of the Date of this
Lease, by and
between Landlord and Tenant. "Date of this Lease shall mean the date on which the last one of the
Landlord and Tenant has signed
this Lease.

WITNESSETH:

Subject to and on the terms and conditions of this Lease, Landlord leases to Tenant and Tenant hires from Landlord the
Premises.

1. BASIC LEASE INFORMATION AND DEFINED TERMS. The key business terms of this Lease and the
defined terms used in this Lease are
as follows:

1. l Landlord. IVANHOE PLACE PROPCO, LLC, a Delaware limited liability company.

1.2 Tenant. THE HALL AT THE YARD LLC, a Florida limited liability company.

1.3 Tenant's Trade Name. The Hall at The Yard (see the Use article of this Lease).

1.4 Building. Retail Building "Ncontaining the Premises located at 1412 Alden Road, Orlando, Florida
32803, The Building is located within the Center.

1.5 Center. The parcel of land and the buildings and improvements located on such land known as
Ivanhoe Place located at the corner of Alden Road and
Virginia Drive, Orlando, Orange County, Florida 32803, The Center is
legally described in EXHIBIT "A" to this Lease.

1.6 Premises. The first floor and partial second floors of the Building. The Prernises are located in the Center
and depicted in the sketch attached as EXHIBIT "B", subject to Section 1.7. Landlord reserves the right to install, maintain, use,
are

repair, and replace pipes, ducts, conduits, risers, chases, wires, and stnictural elements leading above the ceiling of the Premises and
inside the exterior walls of the Premises and otherwise in locations that will not
materially and adversely interfere with access to, or
Tenant's use of, the Prernises. Tenant to have use of the
patio space adjacent to the Premises on the ground floor and the
approximately 1,773 sf terrace space on the second floor at no additional Rent in accordance with Section 37.

1.7 Rentable Area of the Premises. 10,322 square feet, allocated as follows: 7,575 square feet on the first
floor, and 2,747 square feet on the second floor. After completion of the final permit-floor plams for the Building and the Premises,
Landlord shall have the Rentable Area of the Building and the Premises confirmed
by a licensed architect who shall provide a written
certification to Landlord and Tenant of the Rentable Area of both the Building and the Premises.
Following such a certification, if
either party so requests, the parties will promptly enter into an amendment setting forth the new floor area and other
calculations
based thereon and updating EXHIBIT "IV' as necessary to reflect the final floor plans.

1.8 Permitted Use of the Premises. The Premises shall be used pritnarily for the
operation of an upscale, full-
service food hall, similar to The Hall on Franklin, and operating under Tenant's Trade Name,
including special events. Tenant shall
be permitted to sell liquor for consumption on-Premises, subject to Tenant
obtaining all liquor licenses and governmental approvals
at Tenant's sole cost and
expense. Tenant shall create a unique restaurant lineup for this Pretnises that once defined, shall be shared
with the Landlord for review. Landlord acknowledges that Tenant is considering and Landlord has
approved the following
contemplated uses: 1. Poke Rose; 2. Mexican; 3. Bavaria Pizza; 4. Breakfast; 5. Coffee; 6. Rooster/Till; 7. Kobe steak
burgers/
sandwiches; 8. Dim sum/ Asian Fare; 9. Seafood and 10. Indian. Tenant at its sole discretion, may from time to time, make additions
or deletions to the restauram lineup and menu selections without Landlord's
approval, subject to the terms of this Lease (see the Use
article). Each restaurant or other retail space in the Premises is referred to herein as a "Vendor."

1.9 Delivery Date. The date that Landlord delivers possession of the Premises with Landlord's Work
Substantially Complete. As a condition to the occurrence of the Delivery Date, Landlord shall provide Tenant with at least five (5)
days prior written notice thereof (which notice may also be via email or telephonic). "Substantially
Contplete or "Substantial
Completion" shall mean the date that a Certificate of Occupancy or its equivalent, including a Temporary or Conditional Certificate

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EXHIBIT A
 of Occupancy or Certificate of final
Inspection, is issued by the appropriate local government entity concerning the Landlord's Work,
and Landlord's Work is substantially completed to Tenant's reasonable satisfaction except for punchlist items or insubstantial details
concerning construction, decoration, or mechanical adjustment remain to be performed, provided that same do not prohibit or
materially impede: (i) the completion of Tenant's Work, (ii) Tenant's ability to obtain its Approvals, or (iii) Tenant's ability to use
the Premises for their intended purpose. If the Delivery Date has not occurred
by April I, 2020 ("Outside Date"), as its sole remedy,
Tenant may elect to terminate this Lease by providing written thereof to Landlord
by the earlier to occur of the Delivery Date or the
date which is five days after the Outside Date. Notwithstanding the
foregoing, if Tenant sends a notice of termination, and Landlord,
within 10 days of the date of the notice of termination, substantially completes construction so that the
Delivery Date occurs, then
Tenant's notice shall be without force or effect and this Lease shall continue in full force and effect. The Outside Date shall be
extended by the cumulative periods of any Tenant Delays as described in EXHIBIT "E" and any Excusable Delays as described in
the Impossibility Performance article of this Lease. If Tenant terminates this Lease as
provided herein, within ten (10) days after
such termination election, Landlord shall refund any and all amounts
previously paid by Tenant to Landlord.

1.10 Commencement Date. The date which is 180 days after the Delivery Date, but in no event later than the
date Tenant open for business to the public in any part of the Premises.

1.11 Rent Commencement Date. The date which is 90 days after the Commencement Date.

1.12 Lease Terrn. A term comrnencing on the Commenceinent Date and continuing for 123 full calendar
months (plus any partial calendar month in which the Commencement Date falls), as extended or sooner terminated under the terms
of this Lease. If the Cornmencement Date falls on a day other than the first day of a month, then for
purposes of calculating the
length of the Lease Term, the first month of the Lease Term shall be the month immediately following the month in which the
Commencement Date occurs. Tenant shall pay prorated Rent calculated on a per diem basis for the partial rnonth in which the
Commencement Date occurs.

I. 13 Base Rent. The following amounts:

Period Rate P/S/F Per Annum Monthly Base Rent Period Base Rent
Months 1
-
3 $38.00 $0.00* $0.00*
Year 1
$38.00 $32,686.33 $392,236.00
Year 2 $38.00 $32,686.33 $392,236.00
Year 3 $38.00 $32,686.33 $392,236.00
Year 4 $38.00 $32,686.33 $392,236.00
Year 5 $38.00 $32,686.33 $392,236.00
Year 6 $41,80 $35,954.97 $431,459.60
Year 7 $41.80 $35,954.97 $431,459.60
Year 8 $41.80 $35,954.97 $431,459.60
Year 9 $41.80 $35,954.97 $431,459.60
Year 10 $41.80 $35,954.97 $431,459.60
*
See Section 4.5

Base Rent amounts shown above do not include applicable sales tax, which shall be paid by Tenant of Base
together with payments
Rent as set forth in the Rent article.

1.14 Allocated Share, Forty-one and 53/100 percent (41.53%) which is the percentage share
resulting from
dividing the Rentable Area of the Premises by the total Rentable Area of the Center as reasonably determined by Landlord from lime
to time. For purposes of calculating the Allocated Share, the Gross Leasable Area of the Center shall exclude the
square foot area of
(i) stores located on parcels which are not fully maintained by Landlord OT which provides such item at its own expense, or which are
separate assessed for tax purposes, and (ii) non-retail and residential areas, ((i) through (ii) are collectively, "Excluded Space).

1.15 Security Deposit. $41,564.11, to be paid to Landlord upon execution of this Lease by Tenant.

1.16 Prepaid Rent. $41,564.11 (Base Rent, Operating Costs, and sales tax for the first month of the Lease
Term for which rent is due and not credited), to be paid to Landlord upon execution of this Lease by Tenant.

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 1.17 Tenant's Notice Address. All notices to Tenant under this Lease should be sent to: 1701 N. Franklin
Street, Tampa, Florida 33602.

1.18 Landlord's Notice Address. IVANHOE PLACE PROPCO, LLC, c/o Real Estate Inver lad Development
LLC, 101 S. Eola Drive, Suite 1205, Orlando, FL 32801,

1.19 Landlord's Address for Payrnents. IVANHOE PLACE PROPCO, LLC, c/o Real Estate Inver lad
Development LLC, 101 S.Eola Drive, Suite 1205, Orlando, FL 32801.

1.20 Landlord's Broker. Colliers International, Central Florida.

1.21 Tenant's Broker. Gulf Coast Commercial, LLC, d/b/a Hybridge.

1.22 Guarantor. JAMAL WILSON, and any other party who subsequently guarantees all or any part of
Tenant's obligations under this Lease, and any assignor of Tenant's interest under this Lease (see EXHIBIT "C" and Section 39).

1.23 Additional Definitions:

1.23.1 Business Days. All days other than Saturdays, Sundays, or

Legal Holidays.

1.23,2 Landlord Parties. Landlord and Landlord's directors,

officers, partners, members, managers,
employees, agents, affiliates, subsidiaries, mortgagee, managing agent, contractors, successors, and assigns.

1.23.3 Legal Holidays. New Year's Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving
Day, and Christmas Day.

1.23.4 Parties. The Landlord Parties or Tenant Parties, or both, as the context so
permits.

1,23,5 Tenant Parties. Tenant and Tenant's directors, officers, partners, members, managers,
employees, agents and contractors, successors, invitees, and assigns.

2. TERM.

2.1 General. This Lease shall constitute a legally binding and enforceable agreement as of the Date of this
Lease. Tenant shall have and hold the Premises for the Lease Term. The Lease Term shall commence on the Commencement Date.
Landlord shall determine the Commencement Date and Rent Cotnmencernent Date based on the definitions provided in the Basic
Lease Information and Defined Terms article of this Lease. Tenant and Landlord shall, if either party so
requests, thereafter execute
and return within 10 days a letter confirming the Commencement Date, Rent Commencement Date, and the
expiration date of this
Lease substantially in the form of EXHIBIT "F" to this Lease. Tenant shall observe and perform all of its
obligations under this
Lease (except its obligations to conduct business or pay rent) from the date that the Prernises are delivered to Tenant until the Rent
Commencement Date in the same manner as though the Lease Term began when the Premises were so delivered to Tenant,

2.2 Pre-Leasing. Upon full execution of this Lease, Tenant shall have a 120 day "Pre-Leasing Period" to
secure its Vendors and obtain a commitment ("Commitment Letter") for a business loan or equity investment of not less than
$400,000,00 (and otherwise on terms and conditions satisfactory to Tenant in its sole discretion) which may be used for Tenant's
work within the Premises. Prior to the end of Pre-Leasing Period, Tenant agrees it shall enter into sub-leases or licenses with a
minimum of 5 Vendors, If Tenant does not enter into sub-leases or licenses with a minimum of 5 Vendors and obtain a Commitment
Letter prior to the expiration of the Pre-Leasing Period, then Landlord may, but shall not be
obligated to, at its sole discretion,
terminate this Lease by notice to Tenant within 30 days after the expiration of the Pre-Leasing Period,

2.3 Contingency. Tenant's obligations under the Lease shall be subject to Tenant obtaining the required
approvals and licenses including, without limitation, for zoning, code variances, beer/wine and liquor, needed for the conduct of the
Permitted Use (excluding Tenant Work/building construction-related permits and approvals, collectively, the "Construction-Related
Permits") (the "Approvals"), but this Lease shall not be contingent on any individual Vendor's licenses or operation/business
permits or Construction Related Permits, on terrns and conditions acceptable to Tenant prior to the Delivery Date ("Approval

WPBDOCS 9663564 6

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 Period"). Tenant shall, at Tenant's expense, apply for all Approvals within 30 days afier the Date of this Lease and use reasonable
efforts to obtain the Approvals using diligent efforts. Tenant shall provide Landlord, upon Landlord's written
request, with copies of
all communications from all applicable governrnental authorities relating to the application,
including requests for additional
information and materials and notices of hearings, and reasonable advance notice of alI
hearings and ineetings relating to the
application and permit Landlord and Landlord's representatives to attend aIl meetings and hearings relating to the application.
Landlord shall assist Tenant in obtaining all necessary Approvals. If, before expiration of the Approval Period, the
Approvals are not
obtained, or if they are available only with conditions unacceptable to Tenant, then Tenant shall have the right to terminate this Lease
by giving written notice not later than the end of the Approval Period. If Tenant does not give written notice that it has not obtained
the Approvals within the Approval Period or terminating the Lease, then this
contingency shall be null and void and the Lease shall
remain in full force and affect.

3. USE.

3.1 Permitted Use. Tenant shall use and occupy the Premises, subject to the terms of this Lease, only for the
Permitted Use of the Premises. Tenant shall not use or permit or suffer the use of the Premises for any other business or
purpose.
Tenant is solely responsible for obtaining all licenses, approvals, and permits for its intended use, which licenses,
approvals, and
permits, other than the Approvals, are not conditions to this Lease or Tenant's obligations under this Lease. Tenant shall conduct its
business in the Premises solely under Tenant's Trade Name or under a different trade name as determined
by Tenant frorn time to
tirne with Landlord's prior reasonable approval. Tenant shall conduct its business upon the Premises in accordance with
commercially reasonable ethical and operating standards of the retail/food service industry. Tenant acknowledges that the Center is a
mixed-use development containing other retail uses. The provisions of this article are in the nature of restrictive covenants running
with the land. Nothing contained in this Lease shall be construed as giving Tenant an express or
implied exclusive use in the Center,
unless expressly set forth in this Lease. Landlord shall have no liability to Tenant on account of
any loss, damage, clahns or other
matters caused by other tenants and occupants of the Center. Tenant shall conform to the Rules and Regulations for the Center.
"Rules and Regula Honeshall mean the rules and regulations for the Center
promulgated by Landlord from time to time which shall
be enforced in a non-discriminatorily manner. The Rules and Regulations which apply as of the Date of this Lease are attached as
EXHIBIT "IV'. In the event of any conflict between the terms and conditions of this Lease and the terms of the Rules and
Regulations (as they may be amended), this Lease shall govern and control.

3.2 No Offensive or Illegal Use. No use of the Premises

during the Lease Term shall be offensive to the
neighborhood, other tenants or occupants of the Building, by reason of odor, fumes, noise, vibrations, or traffic; no illegal
or
activity
or activity that will result in the sale or storage of counterfeit goods or merchandise shall be conducted on the Premises
by Tenant or
by anyone claiming the right to use the Premises by or through Tenant; and no activities on the Premises shall be
permitted by
Tenant, or by anyone claiming the right to use the Premises by or through Tenant, which are, in the commercially reasonable
discretion of Landlord, immoral or lewd or capable of subjecting the Premises to an unfavorable reputation or reducing the sale or
rental value of the Premises.

3.3 Restricted Uses. Landlord may grant future exclusive uses in the Center, so long as such future exclusive
uses ("Future Exclusive Uses") established after the Date of this Lease do not prohibit or restrict Tenant's Permitted Use (including,
without limitation, the uses of the then-current Vendors in the Premises) or violate any exclusive rights granted to Tenant hereunder.
Tenant shall not use or permit or suffer the use of the Premises for any of the Future Exclusive Uses, and shall
indemnify, defend and
hold Landlord harmless from all costs and claims arising from Tenant's violation of such restrictions.
Notwithstanding the
foregoing, any Vendor of the Premises shall have the right to use its stall for the sale of any of the Future Restricted Uses if such
Vendor is operating such use in its premises prior the date of Landlord's notice to Tenant of the intended Future Restricted Use, so
long as not more than fifteen percent (15%) of such Vendor's annual gross revenues are derived frorn the sale of such items.

3.4 Conduct of Business. Throughout the Lease Term, Tenant shall conduct its business at the Prernises at
least for
the Minimum Business Hours of 10:00 a.m. to 6:00 p.m. Monday through
Saturday and 12:00 p.m. to 5:00 p.m. on Sunday.
Tenant (in its sole discretion) shall have the right to operate during additional hours outside of the Minimum Business Hours.
Interruption of Tenant's business because of any Legal Holiday, alteration, act of war, strike, fire, the elements, govenunental action,
or other cause beyond the reasonable control of the Tenant shall not constitute a default under
this
article, but no interruptionof
business shall affect die Tenant's responsibility to pay any form of rent due under this Lease,
except as otherwise expressly set forth
under the terms of this Lease. Additionally, Tenant shall keep the display windows in the Premises clean and well
lighted during
Tenant's operating hours in the Premises. Notwithstanding the foregoing, nothing contained in this Lease
(other than Section 3.5)
shall be construed as an obligation for Tenant to continue to operate its business in the Premises. Tenant shall have the
right to
remove all of Tenanes personal property and cease
operations in the Premises at any time and at Tenant's sole and absolute

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 discretion, However, the right to cease to operate its business shall not affect Tenant's obligations to pay all amounts of Rent due
hereunder in a timely fashion. In the event Tenant has ceased operating its business for 120 consecutive
days (except due to casualty,
eminent domain or remodeling or other alterations or improvements to the Premises), Landlord shall have the
right (as its sole and
exclusive remedy for such closure by Tenant), to be exercised by giving Tenant sixty (60) written notice, to
recapture the Premises
and, if Tenant does not re-open its business in the Premises during such sixty (60) day period, this Lease shall terminate. In the event
Tenant does not operate as set forth above, Tenant shall maintain electric and HVAC services to the Premises and secure the
Premises.

3.5 Failure to Open for Business. If Tenant fails to open the Premises for business to the
public within 60
days after the Rent Commencement Date, then Tenant shall be in default under this Lease and no additional cure periods shall apply.

3.6 Mixed-Uses. Tenant acknowledges that the Premises are located within a mixed use community which
may include office uses, restaurants, theaters, residential uses, and other uses in addition to retail. All of these uses will exist and be
conducted in close proximity to one another, and the Center is
designed, and will be operated, to attract substantial vehicular and
pedestrian traffic, particularly (but not exclusively) at night and on weekends and holidays. The normal operation of the Center may
regularly include (particularly, but not exclusively, at night and on weekends and holidays) street and other outdoor attractions and
entertainment, with attendant noise, odors, lighting, and activity. Tenant has considered the presence and effect of these conditions
and activities, and agrees that these conditions and activities will not constitute nuisances or violations of the covenant
of quiet
enjoyment or otherwise constitute a default of Landlord's obligations.

3.7 Additional Development. Landlord shall have the right at any time to undertake and permit in the Center
additional development and uses found in other similar mixed use, lifestyle, or similar developments, including, recreational and
entertainment, provide that Landlord shall take commercially reasonable efforts to ensure that no such developnlent, construction
activities or other work shall materially adversely affect Tenant's access to or use and quiet enjoyment of the Prernises.
Development and construction activities, whether performed by or on behalf of Landlord or any other tenant or occupant in the
Center, may result in inconveniences to Tenant such as noise, traffic, vibration, disruption of the Common Areas and portions of the
Center outside of the Premises, interference with parking, and the presence of construction vehicles,
equipment, and workers. Tenant
has considered the presence and effect of these conditions and activities, and agrees that these conditions and activities will not
constitute nuisances or violations of the covenant of quiet enjoyment or otherwise constitute a default of Landlord's
obligations.

3.8 Residential Tenants. Tenant acknowledges and understands that portions of the Center is or will be
occupied by residential For the foregoing reasons, Tenant acknowledges and agrees that the manner in which Tenant
tenants.
operates the Preinises is of the essence to this Lease, and Tenant agrees to use reasonable efforts to minimize disturbances to such
residential tenants from Tenant's operations in the Premises. Notwithstanding the foregoing, Tenant agrees to act
promptly upon
notice from Landlord to reduce noise levels from the Premises and Outdoor Seating Area to Landlord's reasonable satisfaction. In
the event of repeated breaches of such covenants and agreements affecting disturbance and quiet enjoyment of the other tenants,
Landlord may consider additional breaches uncurable defaults.

RENT.

4.1 General. Tenant shall pay Rent to Landlord in lawful United States currency. All Base Rent and
additional rent for Operating Costs shall be payable in monthly installments, in advance, beginning on the Rent Commencement
Date, and continuing on the first day of each and every calendar month thereafter during the Lease Term. Unless otherwise
expressly
provided, all monetary obligations of Tenant to Landlord under this Lease, of any type or nature, other than Base Rent, shall be
denominated as additional rent. Except as otherwise provided, all additional rent payments (other than Operating Costs which are
due together with Base Rent) are due 30 days after delivery of an invoice. Tenant shall pay monthly to Landlord
any sales, use, or
other tax (excluding state and federal income tax) now or hereafter imposed on any Rent due under this Lease. The tenn "Rent"
when used in this Lease includes Base Rent and all forms of additional rent. All Rein shall be paid to Landlord without demand,
setoff, or deduction whatsoever, except as specifically provided in this Lease, at Landlord's Notice Address, or at such other place as
Landlord designates in writing to Tenant. Tenant's obligations to pay Rent are covenants independent of the Landlord's
obligations
under this Lease.

4.2 Base Rent Credit. Provided that Tenant is nol in default of this Lease
beyond any applicable grace period
at any thne during the rent credit period, Tenant shall have a Rent credit in the amount of the Base Rent owed for the first three
full
calendar months of the Lease Tenn fdllowing the Conimencement Date, which credit shall be applied to the instalhnents of Base
Rent due for those months. Accordingly, if the Commencement Date occurs on a other than the first
day of the
day the
month,

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 prorated Rent for the first partial month of the Lease Tenn shall be due 011 the Commencement Date and the rent credit period shall
commence on the first day of the first full calendar rnonth of the Lease Tenn and shall expire on the last day of the third full calendar
month of the Lease Tenn. Tenant shall remain liable for all additional rent owed under thiš Lease
during the rent credit period, such
as, but not limited to, Tenant's Allocated Share of Operating Costs.

PERCENTAGE RENT/INTENTIONALLY OMITTED

OPERATING COSTS.

6. I General. Tenant shall pay to Landlord its Allocated Share of Operating Costs in accordance with the terms
and provisions of this article and based on the following.

6.2 Defined Terms. The following terms shall have the following definitions:

6.2.1 "Real Estate Taxes" shall mean the total of all taxes, assessments, and other charges by any
govenimental or quasi-governmental authority that are assessed, levied, or in any manner imposed on the Center, whether general,
extraordinary, foreseen or unforeseen, including all charges on the tax bills for the Center, real and personal property taxes, special
district taxes and assessments, franchise taxes, solid waste assessments, non-ad valorem assessments or charges, and all payments
in lieu of taxes under applicable agreements. If a tax shall be levied against Landlord in substitution in whole or in
part for, or in
addition to, the Real Estate Taxes, then the other tax shall be deemed to be included within the definition of "Real Estate Taxes",
"Real Estate Taxes" also includes all costs incurred by Landlord in contesting the amount of the assessment of the Center made for
Real Estate Tax purposes, including attomeys', consultants', and
appraisersfees, provided that Tenant receives Tenant's
Allocated Share of any savings as a result thereof. Real Estate Taxes shall not include: (a) any increase in Real Estate Taxes caused
by construction in the Center commenced subsequent to occupancy by Tenant hereunder until such time as such newly constructed
space constitutes rentable floor area; or (b) income, excess profits, estate, single business, inheritance, succession, transfer, franchise,
excise, capital or other tax assessment upon Landlord or the rentals payable under this Lease.

6.2.2 "Operating Costs" shall mean the total of all of the reasonable costs incurred by Landlord
relating to the ownership, operation, maintenance, repair, and security of the Center and the services provided tenants in the Center.
By way of explanation and clarification, but not by way of limitation, Operating Costs will include the reasonable costs and
expenses incurred for the following: Real Estate Taxes; pest control; trash and garbage removal (including dumpster and compactor
rental); porter and matron service; security; Common Areas decorations; repairs, replacements, maintenance, and alteration of
building systems; Common Areas; amounts paid under easernents or other recorded agreements affecting the Center, including
assessments by property owners' or condominium associations; repairs, maintenance, replacements, and improvements for the
continued operation or security of the Center as a first-class shopping center; building painting and roof repairs; improvements in
security systems; materials, tools, supplies, and equipment; expenditures designed to result in savings or reductions in Operating
Costs; landscaping, including fertilization and irrigation supply, repair, and rnaintenance; parking area supply, repair, and
maintenance, including periodic resurfacing and restriping of the parking areas; illumination, repair, maintenance, and replacement
of Center signs and other improvements and equipment to facilitate the flow of traffic into or out of the Center located in the
Center;
property management fees; art on-site management office; all utilities serving the Center and not separately billed to or reinibursed
by any tenant of the Center; cleaning, window washing, and janitorial services; all insurance customarily carried by owners of
comparable buildings or required by any mortgagee (including the amount of any deductible paid by Landlord or deducted from any
insurance proceeds paid to Landlord); supplies, service and maintenance contracts for the Center, including life-safety/fire system
monitoring; wages, salaries, and benefits or similar expenses of management and operational personnel employed by or otherwise
paid for by Landlord, up to and including the property manager (including a pro rata share only of the wages and benefits of
personnel who provide services at more than one building, which pro rata share shall be determined by Landlord and shall be based
on Landlord's estimate of the
percentage of time spent by such personnel at the Center); and administrative and accounting costs
related to services that benefit the Center generally. Landlord may contract for the performance of some or all of the management,
operation, maintenance, repair, service and security functions generally described in this section with any persons or entities whom
Landlord shall, in its commercially reasonable opinion, deem appropriate, including persons or entities affiliated with Landlord.
Operating Costs shall be reduced by payments received from tenants of Excluded Space for Operating Costs to the extent the square
footage of such tenants has been excluded from the calculation of Tenant's Allocated Share. Operating Costs shall also include the
Building's allocated share, as reasonably determined by Landlord, of those expenses incurred on a Center-wide basis benefiting the
Building or the Retail Area, including, but not limited to, costs such as (i) landscaping, (ii) road repairs and maintenance, (iii)
security, (iv) signage installation, replacement and repair, and (v) common area utilities. If Landlord incurs Operating Costs for the
Building together with one or more other buildings or properties, whether pursuant to a reciprocal easement agreement, common

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 area agreement, or otherwise, the shared costs and expenses shall be
equitably prorated and apportioned by Landlord between the
Building and the other buildings or Landlord will make
properties. any allocations of Operating Costs to the Building permitted
under this section in good faith, However, Tenant specifically acknowledges that the making of these types of allocations requires
the exercise of judgment, which could be subject to differing opinions. Therefore, a business
judgment rather than a reasonableness
standard shall be applied to Landlord's allocation decisions and these decisions will be upheld unless Tenant can prove that the
allocations have been made in bad faith and are arbitrary and discriminatory as to Tenant,
Notwithstanding the foregoing, in no
event will the Operating Costs include costs for: leasing commissions and advertising
expenses or any other costs incurred by
Landlord in procuring new tenants; costs disbursements and other expenses incurred in negotiations or disputes with tenants or
prospective tenants; renovating or improving space for tenants or other occupants; depreciation and amortization of the Center
except as set forth below; interest, principal payments and financing costs incurred in connection with any debt associated with the
Center; repairs that are covered under warranties by either manufacturer of materials incorporated into any building located in the
Center or developer of the Center; legal fees; expenses paid by any tenant directly to third parties or those which Landlord is
otherwise actually reimbursed by any third party or by insurance proceeds; costs of a capital nature including, but not limited to,
capital improvements, capital repairs, structural repairs, capital equipment, capital tools as determined in accordance with generally
accepted accounting principles and/or the equivalent costs and fees of leasing or renting same, except for: (a) those designed to
result in savings or reductions in Operating Costs, (b) those required by any law that becornes effective
(by enactrnent or
interpretation) after the Date of this Lease, or (c) expenditures for materials, tools, supplies, and equipment purchased or leased by
Landlord to enable Landlord to supply services that Landlord would otherwise have obtained from a third party ( the cost of such
capital improvements or expenditures shall be included in Operating Costs for the year in which the costs are incurred and
subsequent years, amortized on a straight line basis over the useful life of such with an interest factor equal to the Wall Street
Journal Prime Rate in effect at the time of Landlord's having incurred the expenditure), or (d) temporary or emergency rentals;
advertising and promotional expenditures; the costs of correcting any code violations; any other expense that according to generally
accepted accounting principles is not considered a normal maintenance or operating expense; costs of replacing the roof of the
Preinises or any part of the Center; interest, fines or penalties payable due to the failure of the Landlord to pay taxes, utilities or
other charges in a timely manner; expenses for the defense of the Landlord's title to the Center, or any part thereof; amounts
expended by Landlord as environrnental response costs for removal, enclosure, encapsulation, clean-up, remediation or other
activities regarding Landlord's compliance with federal, state, municipal or local hazardous waste and environmental laws,
regulations or ordinances; costs to correct original defects in the design, construction or equipment of or latent defects in the Center,
or any pan thereof; any other amounts as a result of Landlord's violation or failure to comply with any governmental regulations
and rules or any court order, decree or judgment; rental on ground leases or other
underlying leases; or any amounts recovered or
recoverable from insurers and/or other third parties.

6.3 Payment. Landlord shall reasonably estimate the Operating Costs that will be payable for each calendar
year. Commencing on the Rent Commencement Date, Tenant shall pay one-twelfth of its Allocated Share of the estimated Operating
Costs monthly in advance, together with the payment of Base Rent. Should any assumptions used in
creating a budget change,
Landlord may adjust the estimated monthly Operating Costs payments to be made by Tenant by notice to Tenant. After the
conclusion of each calendar year, Landlord shall furnish Tenant a detailed statement of the actual Operating Costs for the year; and
an
adjustment shall be made between Landlord and Tenant with payment to or repayment by Landlord, as the case may require.
Tenant waives and releases any and all objections or claims relating to Operating Costs for any calendar year unless, within 30 days
after Landlord provides Tenant with the annual statement of the actual Operating Costs for the calendar year, Tenant
provides
Landlord notice that it disputes the statement and specifies the matters disputed. If Tenant disputes the statement then, Tenant shall
continue to pay the Rent in question to Landlord in the amount provided in the disputed statement
pending resolution of the dispute.
Notwithstanding anything herein to the contrary, if Landlord fails to bill Tenant for any Operating Costs within 18 months of the date
that such charges are incurred, then Tenant shall not be required to pay such
Operating Costs.

6.4 Alternate Computation. Notwithstanding anything contained in this article to the contrary, instead of
including certain utility charges or services in Operating Costs, Landlord may bill Tenant and Tenant shall pay for those utilities or
services in any one or a combination of the following manners: (a) direct charges for services provided for the exclusive benefit of
the Premises that are subject to quantification; or (b) pro rata based on the proportion that the Gross Leasable Area of the
Premises
bears to the total leasable of the tenant premises within the Center that receive the applicable utilities or services, or
(b) based on a
formula that takes into account the relative intensity or quantity of use of utilities or services by Tenant and all other recipients of the
utilities or services, as reasonably determined by Landlord. In addition, Landlord may, instead of including certain utility charges in
Operating Costs, provide for direct delivery of the applicable utility services to Tenant by the utility providers. If so, all costs and
Operating Costs incurred in coimection with provision of the applicable utility services directly to tenants, including all costs
associated with the provision of separate meters to tenant premises, shall be includable in Operating Costs or paid by Tenant and the
other tenants receiving the meters in amounts as reasonably allocated by Landlord.

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 6.5 Controllable Costs. Notwithstanding anything contained in this Lease to the contrary, (i) from the Rent
Commencement Date through the end of the Stabilization Year (as defined below), Tenant's Allocated Share of Operating Costs
shall not exceed $10.00 per square foot of the Rentable Area of the Premises, and (ii) commencing in the year immediately following
the Stabilization Year and each calendar year thereafter of the Lease Tenn, Tenant's Allocated Share of Controllable Costs
(as
defined below) shall not increase by more than 5% over the actual Controllable Costs for the immediately preceding calendar year
(on a non-cumulative, non-compounding basis) (the "Cap Amount"). The "Stabilization Year" shall mean the first full calendar
year during the Lease Term in which the average actual occupancy of the Building equals or exceeds 90% of the total rentable area of
the Building. "Controllable Costs" shall mean all Operating Costs other than Real Estate
Taxes, insurance related costs, premiurns,
and deductibles, life safety and security costs, utility and waste collection related costs, costs resulting from acts of God, and the
arnortized costs of [allowed) capital improvements (or, if the item in question is leased rather than purchased, the rental costs
incurred) if the capital improvements are required to comply with laws not in effect on the Date of this Lease or are otherwise
required on an emergency basis. In addition, the Cap Amount shall exclude increases in Controllable Costs resulting from increases
in the minimum hourly wage rate in effect as of the Date of this Lease. In no event shall this cap apply to
Operating Costs other than
Controllable Costs.

7. ASSIGNMENT OR SUBLETTING.

7. I General. Tenant may not transfer any of its rights under this Lease, voluntarily or involuntarily, whether
by merger, consolidation, dissolution, operation of law, or any other manner (any of which, a "transfer"), without Landlord's
consent, which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting the generality of the foregoing,
Tenant may not sublease, assign, lnortgage, encumber, permit the transfer of direct or indirect ownership or control of the business
entity comprising Tenant, or permit any portion of the Premises to be occupied by third parties, subject to Section 7.2. Any transfer
by Tenant in violation of this article shall, at Landlord's option, be void. Notwithstanding the foregoing, Tenant may transfer its
rights under this Lease, without Landlord's consent, to any parent, subsidiary, affiliate, franchisee, licensee or similarly related entity,
or in connection with a merger, acquisition, reorganization or consolidation or to a person or entity that
acquires all or substantially all of
the assets or stock of Tenant; provided that (i) Landlord is provided written notice of the transfer and the identity of the transferee prior
to the effective date of the transfer, (ii) if a personal guaranty is provided under this Lease and is still in effect, Landlord may require
reaffirmation of such guaranty by the existing Guarantor or an equivalent replacement guaranty to be provided by a principal owner of
the transferee as approved by Landlord (if the transfer involves an assigtunent of the Lease to an unaffiliated third party or in connection
with a merger, acquisition, reorganization or consolidation with a person or entity that acquires all or substantially all of the assets or
stock of Tenant a replacement Guarantor inay be provided in accordance with Section 39), and (iii) no default under the Lease then
exists. Any transferee under a Permitted Transfer may be referred to as a "Permitted Transferee." If Landlord assigns this Lease to a
successor who expressly assumes the obligations of Landlord, Landlord shall be released from its obligations under this Lease arising
from and after such assignment.

7.2 Vendors. Notwithstanding the foregoing, it is acknowledged that the Permitted Use requires the use of the
Premises by Tenant's Vendors under separate agreements with Tenant, Tenant shall be permitted to allow Vendors to use or occupy
portions of the Premises from time to time and Landlord consents to such occupancy on the following terrns. All rights of Vendors
shall be subject and subordinate in all respects to this Lease and to all renewals, modifications, and extensions of this Lease and
Tenant shall cause the Vendors to comply with the non-monetary obligations of Tenant under this Lease. The indemnification from
Tenant contained in Article 20 of this Lease shall specifically apply to any liability resulting from the negligent acts or omissions of
the Vendors and their customers, directors, officers, partners, members, managers, employees, agents, and contractors
(collectively,
"Vendor Parties"). Tenant represents that the Tenant's insurance coverages maintained by it for the Premises or required by this
Lease will cover any acts, omissions, or claims by the Vendor Parties. Without limiting the scope of the preceding sentence, the
waiver of subrogation provisions set forth in this Lease shall also apply as between Landlord and Vendors as if the Vendors were the
Tenant under this Lease, and if a court determines that a claim by a Vendor is not waived by the waiver of subrogation provisions,
Tenant will indemnify Landlord against such claim as if such claim were covered by Article 20. Upon request, Tenant shall notify
Landlord of the identity of each Vendor. Landlord shall not be required to provide signage or other similar identification rights for
any Vendor.

7.3 Request for Consent. If Tenant requests Landlords consent to a transfer, it shall submit in writing to
Landlord, not later than 30 daysbefore any anticipated transfer, (a) the name and address of the proposed transferee, (b) a duly
executed counterpart of the proposed transfer agreement, (c) reasonably satisfactory information as to the nature and character of the
business of the proposed transferee, as to the nature and character of its proposed use of the space, and otherwise responsive to the
criteria set forth in the Reasonable Consent section of this article, and (d) banking, financial, or other credit information relating to
the proposed transferee reasonably sufficient to enable Landlord to determine the financial responsibility and character of the

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 proposed transferee, including balance sheets and profit and loss statements for the transferee covering the three years before the
transfer, certified by the transferee, and a list of personal, banking, business, and credit references for the transferee.

7.4 Reasonable Consent. It shall be deemed reasonable for Landlord to refuse to grant consent to any
proposed transfer if any of the following conditions have not been established to Landlord's satisfaction:

7.4.1 The proposed transferee has sufficient financial wherewithal and creditworthiness to discharge
its obligations under this Lease and as determined by Landlord's criteria for selecting Center.

7.4.2 The use, nature, business, activities, or reputation in the business community of the proposed
transfer will not cause physical harm to the Center or harm to the reputation of the Center that would result in an impairment of
Landlord's ability to lease space in the Center or a diminution in the rental value of space in the Center.

7,4.3 The proposed use of the Premises by the proposed transferee will be the use permitted under
this Lease, and will not violate any restrictive covenants or exclusive use provisions applicable to and will be compatible with the
existing and proposed tenant mix for the Center as determined by Landlord in its sole discretion,

7,4.4 The proposed transferee shall not be any person or entity who shall at that time be a tenant,
subtenant, or other occupant of any part of the Project, or an affiliate of any of them, or who dealt with Landlord or Landlord's agent
(directly or through a broker) as to space in the Project during the six rnonths immediately preceding Tenant's request for Landlord's
consent.

7.4,5 The proposed use of the Premises by the proposed transferee will not negatively affect
insurance requirements or involve the introduction of materials to the Premises that are not in compliance with the environmental
laws.

7.4.6 Any mortgagee of the Center will consent to the proposed transfer if such consent is required
under the relevant loan documents.

7.4.7 The proposed use of the Premises will not materially increase the Operating Costs for the Center
or the burden on the Center services, or generate excessive foot traffic, elevator usage, Parking Area usage, or security concerns in
the Center, or compromise or reduce the comfort or safety, or both, of Landlord and the other occupants of the Center.

7,4,8 The proposed transferee shall not be, and shall not be affiliated with, anyone with whom
Landlord or any of its affiliates or mortgagees has been involved with in litigation or who has defaulted under any agreement with
Landlord or any of its affiliates.

7.4.9 The proposed transfer will not cause a violation of another lease for space in the Center or give
an
occupant of the Center a right to cancel its lease.

7.4.10 There shall be no default by Tenant, beyond any applicable grace period, under any of the terms,
covenants, and conditions of this Lease at the time that Landlord's consent to a transfer is requested and on the date of the
commencement of the term of the proposed transfer.

7.4.11 If the transfer is an assignment, the proposed assignee will assume in writing all of the
obligations of Tenant under this Lease.

7.4.12 Any Guarantor will consent to the transfer and execute a written agreernent reaffirming the
Guaranty.

7.5 Consideration for Consent. If Tenant effects any transfer, then Tenant shall pay to Landlord a sum equal
(a) the net rent or other consideration paid to Tenant by any transferee that is in excess of the rent then being paid by Tenant to
Landlord under this Lease for the portion of the Premises so transferred (on a prorated, square footage basis), and (b) any other profit
or gain realized by Tenant from the transfer as defined below. The net rent or other consideration paid to Tenant as provided in
subsection (a) and the profit or gain as provided in subsection (b) shall be calculated by deducting from the gross rent or other

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 consideration or profit or gain, any reasonable and customary real estate brokerage coinmissions actually
paid by Tenant to
unaffiliated third parties, tenant improvernent allowances, rent concessions, the actual cost of
improvements to the Premises made by
Tenant for the transferee, and other direct out-of-pocket costs actually paid by Tenant in connection with the transfer
(as long as the
costs are commercially reasonable and are commonly incurred by landlords in similar Should the transaction
leasing space).
involving an assignrnent of Tenant's interest under this Lease be a sale of multiple assets of Tenant, Landlord shall not be bound by
any allocation of the purchase price for such assets which may be included in an agreement between Tenant and the transferee.
Rather, the profit or gain on the transfer of Tenant's interest under this Lease as defined in subsection (b) above shall be the fair
market value of Tenant's interest under this Lease as of the date of the transfer less the costs of the transaction described above.
Upon reasonable notice, Landlord shall have the right to audit Tenant's books and records to detennine the amount payable to
Landlord under this section. All sums payable by Tenant under this section shall be payable to Landlord
immediately on receipt by
Tenant.

7.6 Acceptance of Payments. If this Lease is nevertheless assigned, or the Premises are sublet or occupied by
anyone other than Tenant, Landlord may accept Rent from the assignee, subtenant, or occupant and apply the net amount received to
the Rent reserved in this Lease, but no such assignment,
subletting, occupancy, or acceptance of Rent shall be deemed a waiver of the
requirement for Landlord's consent as contained in this article or constitute a novation or otherwise release Tenant from its
obligations under this Lease.

7.7 Continuing Liability. Except as provided in the Recapture section of this article, following any transfer,
Tenant shall remain liable to Landlord for the prompt and continuing payment of all forms of Rent payable under this Lease
following the transfer. The joint and several liability of Tenant and any immediate and remote successor in interest of Tenant (by
assignment or otherwise), and the due performance of the obligations of this Lease on Tenant's part to be performed or observed,
shall not in any way be discharged, released, or impaired by any (a) agreement that modifies any of the
rights or obligations of the
parties under this Lease, (b) stipulation that extends the time within which an obligation under this Lease is to be performed, (c)
waiver of the performance of an obligation required under this Lease, or (d) failure to enforce
any of the obligations set forth in this
Lease.

7.8 Transfer Documents. Any sublease shall provide that: (a) the subtenant shall
comply with all applicable
terms and conditions of this Lease to be performed by Tenant; (b) the sublease is expressly subject to all of the terms and provisions
of this Lease; and (c) unless Landlord elects otherwise, the sublease will not survive a termination of this Lease (whether
voluntary or
involuntary) or resumption of possession of the Premises by Landlord following a default by Tenant. The sublease shall further
provide that if Landlord elects that the sublease shall survive a termination of this Lease or resumption of possession of the Premises
by Landlord following a default by Tenant, the subtenant will, at the election of the Landlord, attorn to the Landlord and continue to
perform its obligations under its sublease as if this Lease had not been terminated and the sublease were a direct lease between the
Landlord and the subtenant. Any assignment of lease shall contain an assumption by the assignee of all of the
obligations of Tenant
under this Lease.

7.9 Administrative Fee. Tenant shall pay to Landlord, on demand, Landlord's reasonable attorneysfees and
actual costs associated with Landlord's consideration of Tenant's transfer request and the review and
preparation of all documents
associated therewith.

8. INSURANCE.

8. l Tenant's Insurance. Tenant shall obtain and keep in full force and effect the following insurance
coverages: (i) commercial general liability insurance, including contractual liability, on an occurrence basis, on the then most current
Insurance Services Office (ISO") form or its equivalent in the minimum amounts of $1 million per occurrence, $3 million
general
aggregate, including Designated Location(s) General Aggregate Limit; (ii) Special Causes of Loss form property insurance (ISO CP
10 30 or equivalent in effect in the State in which the Premises are located), in an amount
adequate to cover 100% of the replacement
costs, without co-insurance, of all of Tenant's personal property and Alterations in the Premises; (iii) workers' compensation
insurance and ernployer's liability insurance as required by law; (iv) business income and extra expense insurance covering the risks
to be insured by the property insurance described above, on an actual loss sustained basis, but in all events in an amount sufficient to
prevent Tenant from being a co-insurer of any loss covered under the applicable policy or policies, including income coverage for a
minimum 12 month period; (v) plate glass insurance with a deductible of not rnore than $5,000.00; (vi) if alcoholic
beverages are
served or sold from the Premises, liquor liability insurance in the amount of $1 million;
(vii) commercial automobile liability
insurance, on an occurrence basis on the then most current ISO form, including coverage for owned, non-owned, leased, and hired
automobiles, in the minimum amount of $1 million combined single limit for bodily injury and property damage; and (viii) excess

WPBDOCS 9663564 6
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 liability insurance in the minimum amount of $3 million with the same inception date as the underlying policies (including general,
auto and employer's liability), and which shall be excess over and no less broad than all
coverages described above;, Tenant's
insurance shall provide primary and non-contributory coverage to the Landlord Parties when any policy issued to any Landlord
Parties provides duplicate or similar coverage, and in such circurnstance, Landlord's
policy will be excess over Tenant's policy.
None of Tenant's policies may have any deductibles, or any self-insured retentions.

8.2 Insurance Requirements. All insurance policies shall be written with insurance companies reasonably
acceptable toLandlord and having a policyholder rating of at least "A-" and a financial size category of at least "Class mr as rated
in the most recent edition of "Best's Key Rating Guide" for insurance
companies. The commercial general, auto liability, and excess
liability insurance policies shall -name the Landlord Parties as additional insureds (on ISO CG 20 11 01 96 or equivalent for the
commercial general liability policy) and require prior notice of cancellation to be delivered in writing to Landlord within the time
period applicable to the first named insured. The commercial general liability policy shall include an unmodified Separation of
Insureds provision. The following exclusions/limitations or their equivalent(s) are prohibited: Contractual
Liability Limitation CG
21 39; Amendment of Insured Contract Definition CG 24 26; any endorsement the
modifying Employer's Liability exclusion or
deleting the exception to it; any "Insured vs. Insured" exclusion except Named Insured vs. Named Insured; and any Punitive,
Exemplary, or Multiplied Damages exclusion. Tenant shall furnish evidence that it maintains all insurance coverages required under
this Lease (ACORD 25 for liability insurance and the ACORD 28 for Commercial Property Insurance, with
copies of declaration
pages for each required policy) at least ten days before entering the Premises for any reason. The ACORD 25 Form Certificate of
Insurance for the liability insurance policy shall specify the policy form number and edition date and shall have attached to it a copy
of the additional insureds endorsement listing the Landlord Parties, Coverage amounts for the
liability insurance may be increased
periodically in accordance with industry standards for similar properties.

8.3 Landlord's Insurance. Landlord agrees to insure or caused to be insured the Building, the Center and all
improvements owned by Landlord against loss or damage by any perils covered by a standard broad form all risk property (or Causes
of Loss Special Form) insurance policy in an amount equal to the full replacement value which may be subject to commercially
reasonable deductibles as determined by Landlord. Landlord shall also maintain commercial general public liability insurance
against claims for personal injury, death or property damage occurring in, on or about the Common Areas, the Center, portions of the
Building not leased to Tenant and the sidewalks and areas adjacent to the Premises and the Center under Landlord's control to afford
protection for any personal injury, death or property damage. Tenant shall pay Tenant's Allocated Share of insurance related costs
and premiums for such insurance as a part of the Operating Costs.

8.4 Waiver of Subrogation. Except as otherwise provided in the penultimate sentence of this section,
Landlord and Tenant each expressly, knowingly, and voluntarily waive and release their respective rights of recovery that they
may
have against the other or the other's Parties and against every other tenant in the Center who shall have executed a waiver similar to
this one for loss or damage to its property, and property of third parties in the care, custody, and control of Tenant, and loss of
business (specifically including loss of Rent by Landlord and business interruption by Tenant) directly or by way of subrogation or
otherwise as a result of the acts or omissions of the other party or the other partys Parties (specifically including the negligence of
either party or its Parties and the intentional misconduct of the Parties of either party), to the extent any such claims are covered
under a so-called "special perils" or "Causes of Loss Special Form" property insurance policy or under a so-called "contents"
-

insurance policy (whether or not actually carried). Tenant accepts all risk of damage to and loss of Tenant's property wherever
located, including any loss or damage caused by water leakage, fire, windstorm, explosion, theft, act of any other tenant, or from any
other cause, except to the extent caused by the gross negligence or willful misconduct of Landlord or its
agents, employees or
contractors. Landlord and Tenant shall each, on or before the earlier of the Commencement Date or the date on which Tenant first
enters the Premises for any purpose, obtain and keep in full force and effect at all times thereafter a waiver of
subrogation from its
insurer concerning the commercial general and auto liability, workerscompensation,
employer's liability, property, rental income,
and business inten-uption insurance maintained by it for the Center and the
property located in the Center. This section shall control
over any other provisions of this Lease in conflict with it and shall survive the expiration or sooner termination of this Lease.

9. DEFAULT.

9.1 Events of Default. Each of the following shall be an event of default under this Lease to the extent any
such occurrence continues beyond applicable notice, grace and cure periods (referred to herein as a "defaule'): (a) Tenant fails to
make any payment of Rent when due, where such failure shall continue for a period of five (5) days after receipt by Tenant of written
notice thereof from Landlord (provided that Landlord shall only be required to provide one such written notice in
any 12 month period,
and thereafter, Rent shall be deemed late if not paid within five (5) days of when due);
(b) Tenant violates any requirement under the
Use article of this Lease, and such failure continues for a period of 10 days after Landlord's written notice thereof;
(c) Tenant or any

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 Guarantor or surety for Tenant's obligations under this Lease becomes bankrupt or insolvent or makes a general assignment for the
benefit of creditors or takes the benefit of any insolvency act, or if any debtor proceedings are taken by or against Tenant or any
Guarantor, and the same is not discharged or dismissed within 90 days thereafter, or any Guarantor dies and a replacement Guarantor
acceptable to Landlord in its sole discretion is not provided to Landlord within 10 days; (d) a receiver or trustee in bankruptcy is
appointed for the Tenant's property and the appointment is not vacated and set aside within 90 days from the date of the appointment;
(e) Tenant rejects this Lease in any bankruptcy, insolvency, reorganization, or arrangement proceedings under the Bankruptcy Code
or any State insolvency laws; (f)
intentionally omitted; (g) intentionally omitted; (h) the leasehold estate granted to Tenant by this
Lease is taken on execution or other legal process; (i) Tenant transfers this Lease in violation of the Assignment provisions of this
Lease; (j) Tenant fails to deliver an estoppel certificate or subordination agreement within the time periods required by this Lease and
such failure continues for a period of five (5) days after Landlord's second written notice thereof; (k) intentionally omitted; (l) if
Tenant is a franchisee, Tenant's franchise agreement is terminated; or (in) Tenant fails to perform any other obligation under this
Lease or the Rules and Regulations and such failure continues for a period of 30 days after Landlord's written notice thereof (unless
such failure cannot reasonably be cured within such 30-day period, in which event, no default shall not be deemed to have occurred
unless Tenant has failed to commence the performance of such cure within such 30-day period and thereafter diligently
pursues same
to cornpletion).

9.1.1 Remedies. If Tenant defaults, in addition to all remedies provided by law, Landlord may
declare the entire balance of all forms of Rent due under this Lease for the remainder of the Lease Tenn to be forthwith due and
payable and may collect the then present value of the Rents (calculated using a discount rate equal to the discount rate of the
branch of the Federal Reserve Bank closest to (he Prernises in effect as of the date of the default). If this Lease is rejected in any
bankruptcy proceeding, Rent for the entire month in which the rejection occurs shall be due and payable in full and shall not be
prorated.

9.2 Landlord's Right to Perform. If Tenant defaults, Landlord may, but shall have no obligation to, cure
such default, and if Landlord, in doing so, makes any reasonable expenditures incurs any obligation for the payment of money,
or

including reasonable attorneysfees, the sums so paid or obligations incurred shall be paid by Tenant to Landlord upon receipt of a
bill or statement to Tenant therefor. Tenant shall also pay to Landlord upon receipt of invoice, in addition to all other costs incurred
by Landlord, a service charge of 10% of any amounts expended by Landlord to make repairs which are the obligation of Tenant.

9.3 Late Charges, Interest, and Bad Cheeks. If any payment due Landlord shall not be paid within 5 days of
the date when due, Tenant shall pay, in addition to the payment then due, an administrative charge equal to the greater of (a) 5% of
the past due payment; or (b) $250. All payments due Landlord shall bear interest at the lesser of: (a) 12% per annum, or (b) the
highest rate of interest permitted to be charged by applicable law, accruing from the date of delinquency through the date payment is
actually received by Landlord, including after the date of any judgment against Tenant. Notwithstanding the foregoing, with respect
to the first late payment during each calendar year of the Lease Term, no administrative charge or interest shall be due unless Tenant
fails to pay the amount due within five (5) business days after written notice thereof from Landlord. If any check given to Landlord
for any payrnent is dishonored for any reason whatsoever not attributable to Landlord, in addition to all other rernedies available to
Landlord, upon demand, Tenant will reimburse Landlord for all insufficient funds, bank, or returned check fees, plus an
administrative fee not to exceed the lesser of (a) the maximum amount prescribed by law, or (b) the greater of $100 or 10%. In
addition, Landlord may require all future payments from Tenant to be made by cashier's check from a local bank, ACH payments, or
by Federal Reserve wire transfer to Landlord's account.

9.4 Limitations. None of the Landlord Parties (other than Landlord entity, and its successors or assigns) shall
ever have any personal liability to Tenant. None of the Tenant Parties (other than Tenant entity and its successors or assigns and any
individual Guarantor) shall ever have any personal liability to Landlord. No person holding Landlord's interest shall have any
liability after such person ceases to hold such interest, except for any liability accruing while such person held such interest.
TENANT SHALL LOOK SOLELY TO LANDLORD'S ESTATE AND INTEREST IN THE CENTER, INCLUDING
RENTALS AND SALES PROCEEDS, FOR THE SATISFACTION OF ANY CLAIMS BY TENANT OF ANY KIND
WHATSOEVER ARISING FROM THE RELATIONSHIP BETWEEN THE PARTIES OR ANY RIGHTS AND
OBLIGATIONS THEY MAY HAVE RELATING TO THE CENTER, THIS LEASE, OR ANYTHING RELATED TO
EITHER, AND NO OTHER ASSETS OF LANDLORD SHALL BE SUBJECT TO LEVY, EXECUTION, OR OTHER
ENFORCEMENT PROCEDURE FOR THE SATISFACTION OF TENANT'S RIGHTS ok REMEDIES, OR ANY
OTHER LIABILITY OF LANDLORD TO TENANT OF WHATEVER KIND OR NATURE. No act or omission of Landlord
or its agents shall constitute an actual or constructive eviction of Tenant or a default
by Landlord as to any of its obligations under
this Lease unless Landlord shall have first received written notice from Tenant of the claimed default and shall have failed to cure it
in 30 days (unless such default cannot reasonably be cured within such 30-day period, in which event, so long as Landlord has

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 commenced to cure within such 30-day period, and is diligently pursuing sarne to completion). In the event of any Landlord default,
Tenant, at its option, shall have the right to exercise any one or more of the following described remedies: (i) to cure such default for the
account of Landlord, and Landlord shall reimburse Tenant for any amount paid and any expense or contractual liability so incurred,
upon invoice; (ii) to pursue the remedy of specific performance; or (iii) to seek money damages for loss arising from Landlord's failure
to discharge its obligations under the Lease. In addition, Tenant shall be entitled at its election, to exercise
concurrently or successively,
any one or more of the rights or remedies at law or in equity, subject nevertheless to the terms of this Lease. Notwithstanding anything
to the contrary contained herein, Landlord and Tenant each waive all rights they may have to
consequential damages, lost profits,
punitive damages, or special damages of any kind (other than defaults under Section 27).

10. ALTERATIONS, "Alterations" shall mean any alteration, addition, or improvement in or on or to the Premises of
any kind or
nature, including any improvements made before Tenant's occupancy of the Premises. Tenant shall make no Alterations
without the prior written consent of Landlord, which consent may not be withheld, delayed or conditioned. However, Tenant shall
have the right to make, without Landlord's consent, non-structural interior Alterations that do not exceed $40,000.00 in
any calendar
year ("Permitted Alterations"), provided that they do not adversely affect utility services or Building systems, are not visible from
outside the Prernises, do not affect Landlord's insurance coverages for the Center, and do not require other alterations, additions, or
improvements to areas outside the Premises. Tenant shall reimburse Landlord, on demand, for the reasonable and actual out-of-pocket
costs for the services of any third party employed by Landlord to review or prepare any Alteration-related plan or other document for
which Landlord's consent or approval is required (not to exceed $2,500.00). Landlord, or its agent or contractor, may supervise the
performance of any Alterations. Except for work to be performed by Landlord and Permitted Alterations, before any Alterations are
undertaken by or on behalf of Tenant, Tenant shall obtain Landlord's approval of all contractors performing such Alterations, and
shall deliver to Landlord any governmental permit required for the Alterations and shall require any contractor perforrning work on
the Premises to obtain and maintain, at no expense to Landlord, workerscompensation and employer's liability insurance, builder's
risk insurance in the amount of the replacernent cost of the applicable Alterations (or such other amount reasonably required by
Landlord), commercial general liability insurance, written on an occurrence basis with minimum limits of $1 million per occurrence
linlit, $2 million general aggregate limit, $2 million personal and advertising limit, and $2 million products/completed operations limit
(including contractual liability, broad form property darnage and contractor's protective liability coverage); and commercial
automobile liability insurance, on an occurrence basis on the then most current ISO forrn, including coverage for owned, non-owned,
leased, and hired automobiles, in the minimum amount of $1 million combined single limit for bodily injury and property damage,
with excess liability insurance in the minimum amount of $5million. Contractor's insurance shall contain an endorsement insuring the
Landlord Parties as additional insureds and shall be primary and non-contributory over any other coverage available to the Landlord.
The Contractor's insurance shall also comply with the requirement of the Insurance article. All Alterations by Tenant shall also
comply with Landlord's reasonable ndes and requirements for contractors performing work in the Center.

11. LIENS.

1 1.1No Lien Notice. The interest of Landlord in the Premises shall not be subject in any way to any liens,
including construction liens, for Alterations made by or on behalf of Tenant. This exculpation is made with express reference to
Section 713.10, Florida Statutes. Tenant represents to Landlord that any hnprovements that might be made by Tenant to the Premises
are not required to be made under the terms of this Lease and that any
improvements which may be made by Tenant do not constitute
the "pith of the lease under applicable Florida case law. Tenant shall notify every contractor making improvements to the Premises
that the interest of the Landlord in the Premises shall not be subject to liens.

11.2 Discharge of Liens. If any lien is filed against the Premises for work or materials clahned to have been
furnished to Tenant, Tenant shall cause it to be discharged of record or properly transferred to a bond under Section 713.24, Florida
Statutes, within 15 days after notice to Tenant. Further, Tenant shall indemnify, defend, and save Landlord harmless from and against
any damage or loss, including reasonable attorneys' fees, incurred by Landlord as a result of any liens or other claims arising out of or
related to work performed in the Premises by or on behalf of Tenant, or liens arising under the Perishable Agricultural Commodities
Act, 1930 (7 U.S.C. §§499a, et seq.) or the Packers and Stockyards Act (7 U.S.C. §§181 et seq.) or under similar state laws as a result
of the acts of Tenant.

12. ACCESS TO PREMISES. Landlord and persons authorized by Landlord shall have the right, at all reasonable
times, to enter and inspect the Premises and to make repairs and alterations Landlord deems necessary, upon at least 24 hours' prior
written (email or telephonic) notice, except in cases of emergency, when no notice shall be required.

13. COMMON AREAS. The "Common Areas" of the Center include such areas and facilities as delivery facilities,
walkways, landscaped and planted areas, and parking facilities and are those areas designated by Landlord for the general use in

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 common of occupants of the Center, including Tenant. The Common Areas shall at all times be subject to the exclusive control and
management of Landlord. Landlord may grant third parties specific rights concerning portions of the Common Areas. Landlord may
increase, reduce, improve, or otherwise alter the Comrnon Areas, otherwise make improvements, alterations, additions, or reductions
to the Center, provided that, Landlord will use
commercially reasonable efforts to ensure that no such changes will materially and
adversely impact Tenant's access or use and enjoyment of its Premises, and change the name or number by which the Center is
known. Landlord may also temporarily close the Common Areas to make repairs or improvements, so long as reasonable access to
the Premises rernains available. In addition, Landlord rnay ternporarily close the Center and
preclude access to the Premises in the
event of casualty, governmental requirements, the threat of an such
emergency as a hurricane or other act of
God, for pest
extermination, or if Landlord otherwise reasonably deems it necessary in order to prevent damage or injury to person or property. If
Landlord redevelops or remodels the Center, including remodeling or replacement of
sign pylons or monurnents containing Tenant's
signage, Landlord may require Tenant to remove its existing signs and install new signs in conformity with signage standards
established by Landlord, which cost shall be borne equally by Tenant and Landlord. In the event that Landlord
requires Tenant to
remove its signs and install new signage more than once every 5 years, such removal and installation costs shall be at Landlord's sole
cost and expense. Landlord reserves the right, from time to time, to utilize portions of the Common Areas for
entertainment, carnival
type shows, rides, outdoor shows, displays, automobile and other product shows, the leasing of kiosks, or other uses that in Landlord's
comrnercially reasonable judgment tend to attract the public, provided that Landlord will use commercially reasonable efforts to
ensure that same will not rnaterially and adversely impact Tenant's access to or use and enjoyment of the Prernises. Further, the
Landlord reserves the right to utilize the lighting standards and other areas of the parking areas for advertising purposes and holiday
decorations. None of the provisions of this Section, or any actions taken and restrictions imposed by or at the direction of Landlord
pursuant thereto, constitutes or shall be considered an eviction or disturbance of Tenant's quiet enjoyment and possession of the
Prernises. This Lease does not create, nor will Tenant have any express or irnplied easement
for, or other rights to, air, light, or view
over, from, or about the Center.

14. SECURITY INTEREST. As security for Tenant's obligations under this Lease, Tenant grants to Landlord a
security interest in this Lease and all property of Tenant now or hereafter placed in or upon the Premises including, all fixtures,
furniture, inventory, rnachinery, equipment, merchandise, furnishings, and other articles of personal property, and ail insurance
proceeds of or relating to Tenant's property and all accessions and additions to, substitutions for, and replacements, products, and
proceeds of the Tenant's property. This Lease constitutes a security agreement under the Florida Uniform Comrnercial Code. This
security interest shall survive the expiration or sooner termination of this Lease.

15. CASUALTY DAMAGE. If the Center or any portion of it is damaged or destroyed by arty casualty and: (a) the
Premises, Building or Center or a material part of the Common Areas shall be so damaged that substantial alteration or reconstruction
cannot be completed within 240 days from the date of such casualty as determined
by Landlord using commercially reasonable
judgment; or (b) the Premises shall be materially damaged by casualty during the last 2 years of the Lease Term; then Landlord or
Tenant may, within 60 days after the casualty (but not later than ten business days following the date of Landlord's notice that the
reconstruction cannot be completed as set forth in (a) above), give notice to the other of such party's election to terminate this Lease,
and the balance of the Lease Term shall automatically expire on the fifth day after the notice is delivered. Landlord shall also have the
right to terminate this Lease if (i) any mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt;
or (ii) the darnage is not fully covered by insurance maintained by Landlord. If neither
party elects to terminate this Lease, Landlord
shall proceed with reasonable diligence to restore the Center to substantially the same condition it was in immediately before the
casualty. However, Landlord shall not be required to restore any unleased premises in the Center or any Alterations or portion of
Tenant's property, other than Landlord's Work. When repairs to the Premises that are Landlord's obligation under this article have
been completed by Landlord, Tenant shall complete the remaining restoration or replacement of the Premises and all of Tenant's
property necessary to permit Tenant's reoccupancy of the Premises and reopen for business as soon as possible. Rent shall abate in
proportion to the portion of the Premises not usable by Tenant as a result of any casualty resulting in damage to the Building as of the
date on which the Premises becomes unusable and the abatement shall continue until the date the Premises become tenantable
again.
If Landlord shall fail to diligently complete any repair or rebuilding as contemplated by the terms of this section within 240
days after the
occurrence of such casualty (the "Restoration Perioe), Tenant shall have the right, upon written notice to Landlord, in addition to other
rights provided herein, to terminate this Lease. The Restoration Period shall be extended by the cumulative periods of any delays
caused by Tenant or any Excusable Delays as described in the Excusable Delay article of this Lease.
Notwithstanding anything to the
contrary in this Article, Tenant shall have no right to terminate this Lease if Tenant is occupying and doing business from the Premises
at the time Tenant would otherwise be entitled to exercise a termination right. Landlord shall not otherwise be liable to Tenant for
any
delay in restoring the Premises or any inconvenience or annoyance to Tenant or injury to Tenant's business resulting in any way from
the damage or the repairs, Tenant's sole remedy being the right to an abatement of Rent.

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 16. CONDEIVINATION. If the whole or any substantial part of the Premises shall be condemned by eminent domain
or acquired by private purchase in lieu of condemnation, this Lease shall terminate on the date on which possession of the Premises is
delivered to the condemning authority and Rent shall be apportioned and paid to that date. If no portion of the Premises is taken but a
substantial portion of the Building or Center is taken (or so much of the Center shall be so taken that continued operation of the Center
would be prohibited by zoning or other applicable law), at Tenant or Landlord's option, this Lease shall terminate on the date on
which possession of such portion of the Center is delivered to the condemning authority and Rent shall be apportioned and paid to that
date. Tenant shall have no claim against Landlord, and
assigns to Landlord any claims it rnay have otherwise had, for the value of any
unexpired portion of the Lease Term. Tenant shall not be entitled to any part of the condemnation award or private purchase price,
except as it may relate to Tenant's personal property, moving expenses, and loss of Tenant's business and profits. If this Lease is not
terminated as provided above, Rent shall abate in proportion to the portion of the Premises condemned.

I 7. REPAIR AND MAINTENANCE.

17.1 Landlord's Obligations. Landlord shall repair and maintain in good order and condition, ordinary wear
and tear excepted, the Common Areas, the roof, the outside walls (excluding interior wall surfaces, storefronts,
windows, and doors),
the structural portions of the Premises (exclusive of structural elements constructed by Tenant, and the
portions of the electrical,
mechanical and plumbing systems servicing the Premises which are located outside the exterior boundaries of the Premises or do not
exclusively serve the Premises. However, unless the Waiver of Subrogation section of this Lease applies, Tenant shall pay the cost of
any such repairs or maintenance resulting from acts or omissions of Tenant, its employees, agents, or contractors. Tenant waives the
provisions of any law, or any right Tenant may have under common law, permitting Tenant to make repairs at Landlord's expense or
to withhold Rent or terminate this Lease based on any alleged failure of Landlord to make repairs. All costs associated with the
repair and maintenance obligations of Landlord under this article shall be included in and constitute Operating Costs.

17.2 Tenant's Obligations. Except to the extent Landlord is obligated to repair and maintain the Premises as
provided in the Landlord's Obligations section of this article, Tenant shall, at its sole cost, repair, replace, and maintain the Premises
(including the walls, storefronts, doors, and windows, including plate and window glass, ceilings, and floors in the Premises, and
electrical, plumbing (including grease traps), mechanical, fire protection, life safety, sprinklers, and HVAC systems exclusively
serving the Premises), in good order and condition, ordinary wear and tear excepted. All replacements shall be of equal quality and
class to the original items replaced. Tenant shall enter into and maintain an annual maintenance contract with a reputable licensed air
conditioning maintenance company with regular serving and filter changes. Tenant shall not commit or allow to be committed any
waste on any portion of the Prernises. Tenant shall furnish to Landlord from time to time and upon request of Landlord, a copy of the
air conditioning maintenance contract and the yearly service reports from the contractor. Tenant shall be responsible for any damage
to the roof of the Building caused by its air conditioning maintenance activities. Notwithstanding anything contained herein to the
contrary, Tenant shall not be responsible for any repair or irnprovement necessitated by the negligence or willful rnisconduct of
Landlord, its agents, employees or servants under this Lease, or by the breach of or failure of Landlord to perform any of its covenants,
obligations or agreements.

17.3 Service Areas/Trash Removal. Tenant shall also maintain the service areas adjacent to the Premises in
good repair and in a good, clean, attractive, first class condition and free from rubbish and dirt at all times and shall store all trash and
garbage in covered receptacles within the Premises until such time as Tenant has the trash and garbage removed from the Premises.
Trash may not be stored outside the Premises at any time. Tenant shall be responsible for placing all its trash and
garbage into
dumpsters or trash bins without allowing the trash or garbage to spill over onto the ground adjacent to the dumpsters or trash bins. If
Tenant does not properly dispose of its trash and garbage such that Tenant is in violation of this section and such violation is
continuing for 2 days after Landlord's written, email or telephonic notice, then Landlord may have the area cleaned in which event
Tenant upon Landlord's demand shall pay all actual and reasonable charges incurred by Landlord therefor, plus an adtninistrative
charge equal to the greater of 20% of the charges incurred by Landlord or $50.00.

17.4 Food Services. If Tenant's operations include the services and/or preparation of food and/or beverages,
Tenant shall comply with all Health Department and other governrnental rules and regulations applicable to Tenant's
operations in
the Premises and shall promptly cause its Vendors to (a) furnish or cause to be furnished to Landlord
copies of all Health Department
and other governmental reports, notices, and citations issued with respect to the Premises, (b)
Munediately cure or otherwise
eliminate all deficiencies and violations noted by the Health Department and other governmental authorities, and (c) at all times keep
the Premises reasonably clean. Tenant shall also cause its Vendors to install, maintain, repair, and replace all
equipment and
maintain customary service agreements necessary to maintain the Premises and appurtenant areas in a clean and sanitary manner and
free from insects, rodents, vermin, and other pests. If Tenant does not properly dispose of its refuse, and such violation is
continuing
for 2 days after Landlord's written, telephone or email notice, then Landlord may have the area cleaned in which event Tenant upon

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 Landlord's demand shall pay all actual and reasonable charges incurred by Landlord therefor plus an administrative charge equal to
the greater of 20% of the charges incurred by Landlord or $50.00. Tenant acknowledges that violations of Health
Department
requirements, fines, citations, closures of the Premises due to such violations or requirements arising from Tenant's operations in the
Premises materially irnpact the quality of the Center and Landlord's interest in the Center.
Accordingly, should the Premises or any
individual Vendor be closed by the Health Department or other governmental official arising frorn Tenant's or its Vendor's food
service operations regardless of duration of closure on more than five (5) occasions during the Lease Term, then such defaults shall
be deemed "non-curable" and any notice requirements or cure periods otherwise set forth in this Lease for such default by Tenant
shall not apply.

17.5 Grease Traps. Tenant will arrange for regular periodic service and cleaning of all grease
traps/interceptors at Tenant's expense. No discharge of grease or grease ladened water or other materials or food stuffs shall be
introduced by Tenant into the waste water disposal or drainage systems serving the Center, but if a discharge should occur, in
addition to all other rights and remedies under this Lease, Tenant shall be responsible for all actual costs and expenses (including any
fines or penalties imposed by governmental authorities) which Landlord may incur.

17.6 Exhaust Equipment. Tenant shall maintain (and use commercially reasonable efforts to cause its Vendors
to maintain) all exhausts, filtering or other devices (the "Exhaust Equipment") so as to prevent odors fi-orn emanating from the
Premises. Tenant shall maintain and repair (or if necessary, replace) the Exhaust Equipment in good working order at all times at
Tenant's sole cost. Tenant shall have the filters in the hoods for food processing exhaust systems removed weekly and washed, and
shall have the hoods, exhaust ducts and roof-mounted containment systems cleaned a minimum of once every 6 months or more
frequently if required by Landlord. In the event Landlord notifies Tenant in writing that commercially unreasonable odors are
ernanating front the Premises, Tenant shall, within 3 days after notice from Landlord, commence in good faith to install such other
reasonable control devices or procedures, at Tenant's cost and expense, as is reasonably required to eliminate such odors within a
reasonable time, not to exceed 7 days. If Tenant fails to take such action, Landlord may, at its sole discretion (i) cure such failure at
Tenant's cost and expense, or (ii) treat such failure to eliminate such odors as a default under this Lease (any additional cure periods
set forth in Section 9.1 shall not apply). Notwithstanding the foregoing, Landlord understands that sorne odors are associated with the
Permitted Use and that the presence of such odors shall not constitute a breach of this Lease or a violation of any Rules or Regulations of
Landlord and shall not be deemed noxious or offensive, so long as Tenant is in compliance with this Section.

18. ESTOPPEL CERTIFICATES. From time to time, Tenant, on itot less than 10 daysprior notice, shall execute
and deliver to Landlord an estoppel certificate certifying to all or any of Landlord, any mortgagee or prospective mortgagee, or
prospective purchaser of the Center that this Lease is unmodified and in full force and effect (or if there have been modifications, that
the same is in full force and effect as so modified), stating the dates which rent and other charges payable under this Lease have been
paid, stating the cornmencement and termination dates of the current term of this Lease and stating whatever
options to extend there
rnay be in this Lease, stating that Landlord or Tenant, as applicable, is not in default hereunder to the best of such party's knowledge
(or if Landlord or Tenant, as applicable, have alleged a default, stating the nature of such alleged default), and further stating such
other matters relating to this Lease as Landlord or its mortgagee or prospective purchaser of the Center shall reasonably
require. If
required by any rnortgagee, Tenant shall obtain and provide front the Guarantor (during the effectiveness of the Guaranty) a similar
estoppel under the same terms as defined above.

19. SUBORDINATCON. This Lease is and shall be subject and subordinate to all mortgages and ground leases that
may now or hereafter affect the Center, and to all renewals, modifications, consolidations, replacements, and extensions of the
mortgages and leases. This article shall be self-operative and no further instrument of subordination shall be necessary. However, in
confirmation of this subordination, Tenant shall execute any reasonable agreement that Landlord may request within 10 days after
receipt from Landlord. If any ground or underlying lease is terrninated, or if the interest of Landlord under this Lease is transferred by
reason of or assigned in lieu of foreclosure or other proceedings for enforcement of any mortgage, or if the holder of any mortgage
acquires a lease in substitution for the mortgage, then Tenant will, at the option to be exercised in writing by the landlord under any
ground or underlying lease or the purchaser, assignee, or tenant, as the case may be (a) attorn to it and will perform for its benefit all
the terms, covenants, and conditions of this Lease on Tenant's part to be performed with the same force and effect as if the landlord or
the purchaser, assignee, or tenant were the landlord originally named in this Lease, or (b) enter into a new lease with the landlord or
the purchaser, assignee, or tenant for the remainder of the Lease Term and otherwise on the same terms,
conditions, and rents as
provided in this Lease.

20. INDEMNIFICATION. To the fullest extent permitted by law, Tenant shall indemnify, defend, and save harinless
the Landlord Parties front and against any and all liability (including reasonable attorneys' fees) resulting front claims
by third parties
to the extent arising from the negligence or willful misconduct of the Tenant Parties and the Vendors. Similarly, to the fullest extent

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 permitted by law, Landlord shall indemnify, defend, and save harmless the Tenant Parties from and against any and all liability
(including reasonable attorneysfees) resulting from claims by third parties to the extent arising frorn the negligence or willful
misconduct of the Landlord Parties. This Indemnification article shall not be construed to restrict, limit, or rnodify either party's
insurance obligations under this Lease, nor shall Landlord's or Tenant's indemnification obligations under this article be limited by
the minimum arnounts of insurance carried or required to be carried under the terms of this Lease by either party. Either party's
compliance with the insurance requirements under this Lease shall not restrict, limit, or inodify that party's obligations under this
Indemnification article. Notwithstanding anything in this article to the contrary, if and to the extent that any loss occasioned by any of
the events described in this article exceeds the greater of the coverage or amount of insurance
required to be carried by the indemnitor
or the coverage or amount of insurance actually carried by the indemnitor, or results from any event not
required to be insured against
and not actually insured against, the party at fault shall pay the amount not actually covered. These indemnification
provisions shall
survive the expiration or sooner termination of this Lease.

21. NO WAIVER. The failure of a party to insist on the strict performance of any provision of this Lease or to exercise
any remedy for any default shall not be construed as a waiver. The waiver of any noncompliance with this Lease shall not prevent
subsequent similar noncompliance from being a default. No waiver shall be effective unless expressed in writing and signed by the
waiving party. No notice to or demand on a party shall of itself entitle the party to any other or further notice or demand in similar or
other circumstances. The receipt by Landlord of any Rent after default on the part of Tenant (whether the Rent is due before or after
the default) shall not excuse any delays as to future Rent payments and shall not be deemed to operate as a waiver of any
then-existing
default by Tenant or of the right of Landlord to pursue any available remedies. No payrnent by Tenant, or receipt by Landlord, of a
lesser amount than the Rent actually owed under the terms of this Lease shall be deemed to be anything other than a payment on
account of the earliest stipulated Rent due. No endorsement or staternent on any check or any letter accompanying any check or
payrnent of Rent will be deemed an accord and satisfaction. Landlord may accept the check or payrnent without prejudice to
Landlord's right to recover the balance of the Rent or to pursue any other remedy. It is the intention of the parties that this article will
modify the common law rules of waiver and estoppel and the provisions of any statute that might dictate a contrary result.

22. SERVICES AND UTILITIES.

22.1 Services Furnished. Landlord shall have no obligation to provide any utilities or services to the Premises.
or related equipment if
Landlord, at its sole cost, shall install any utility meters provided as Landlord's Work described in EXHIBIT
"E” or EXHIBIT "E-1" attached hereto. Tenant shall be solely responsible for and shall promptly pay all charges for water,
electricity, or any other utility used or consumed in the Premises. Tenant shall be responsible for repairs and maintenance to exit
lighting, emergency lighting, and fire extinguishers within the Premises. Tenant is responsible for interior janitorial, pest control, and
waste removal services.

22.2 Interruption of Services. In no event shall Landlord be liable for damages resulting from the failure to
furnish HVAC, elevator, water, electric, or other service, and any interruption or failure shall in no manner constitute an eviction of
Tenant; provided, however, in the event of a Qualified Service Interruption (as defined below), Tenant's sole remedy shall be as
follows: the rent payable under this Lease shall be abated on a per diem basis for each day after the third consecutive Business Day
following the date on which Tenant provides Landlord with written notice that a Qualified Service Interruption has occurred based
upon the percentage of the Premises so rendered untenantable and not used by Tenant (or its Vendors) until the date the Premises
become tenantable again. A "Qualified Service Interruption" shall mean (a) utilities services to the Prernises are interrupted as a
sole result of Landlord's or Landlord Parties' negligence or willful, (b) the cessation does not arise as a result of (i) an act or
omission of arty Tenant Parties or Vendors or any subtenant or occupant of the Preinises or (ii) any breach by Tenant of its
obligations under this Lease, (c) the cessation is not caused by fire or other casualty (in which case the Casualty Damage article shall
control) or an Excusable Delay, and (d) as a result of the cessation, the Premises or a material portion of the Premises is rendered
untenantable (rneaning that Tenant is unable to use the Premises in the normal course of its business) and Tenant in fact ceases to use
the Premises or a material portion of the Premises. Notwithstanding the foregoing, for purposes of this article, repair or restoration of
any utility services to the Building shall not be considered to be reasonably within the control of Landlord if the interruption of such
utility services results from the failure of any equipment or facilities maintained by the utility provider.

23. SECURITY DEPOSIT. The Security Deposit shall be held by Landlord as security for Tenant's full and faithful
performance of this Lease including the payment of Rent. Tenant grants Landlord a security interest in the Security Deposit.
Landlord shall have no liability for payment of any interest on the Security Deposit. The Security Deposit may be commingled with
other funds of Landlord and Landlord may apply the Security Deposit to the extent required to cure any default by Tenant, If
Landlord so applies the Security Deposit, Tenant shall deliver to Landlord the amount necessary to replenish the Security Deposit to
its original sum within 10 days after notice from Landlord. The Security Deposit shall not be deemed an advance payment of Rent or

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 a measure of damages for any default by Tenant, nor shall it be a defense to any action that Landlord may bring against Tenant. If
Tenant fully and faithfully complies with all of the terms, covenants, and conditions of this Lease, any part of the Security Deposit not
used or retained by Landlord under the terms of this Lease shall be returned to Tenant within 45 days after the expiration of the Lease
Term and after Tenant's delivery of possession of the Premises to Landlord. However, if at the expiration of the Lease Term there are
any amounts that may be due from Tenant that have not yet been finally determined (for example, Rent for Operating Costs for the
year in which the Lease Term expires) then Landlord may estirnate the amounts that will be owed and deduct them from the Security
Deposit. When the actual amounts are finally determined, an adjustment shall be made between Landlord and Tenant with payment to
or repayment by Landlord, as the circurnstance may
require, to the end that Landlord shall receive the entire amount actually owed by
Tenant and Tenant shall receive reimbursement for any overpayments.

24. GOVER1NMENTAL REGULATIONS. Tenant shall promptly comply with all laws, codes, and ordinances of
governmental authorities, including the Americans with Disabilities Act of 1990 as amended (the "ADA") and all similar present or
future laws relating to Tenant's business operations in the Premises and its Alterations. Landlord shall ensure that the Common Areas
and the Building are in compliance with all applicable laws, codes, and ordinances of governmental authorities,
including the ADA,
subject to Tenant's obligations under this Lease.

25. SIGNS.

25.1 Landlord's Consent Required. Tenant will not place or permit to be placed or maintained on any portion
of the Center, including on any exterior door, wall, or window of the Premises, any signage or advertising matter of any kind, without
first obtaining Landlord's written approval and consent, which shall not be unreasonably withheld, conditioned or delayed. Tenant
shall have the right to install professionally designed/printed signage 011 the interior of the Premises (including, without limitation,
signage of its Vendors) with Landlord's prior reasonable consent. All signage shall comply with applicable governmental
regulations and restrictions affecting the Center and in conformance with any applicable sign criteria for the Center and the Sign
Criteria Exhibit to this Lease.

25.2 Building Standard Signage, No later than the Commencement Date (or the date Tenant opens for
business to the public, if earlier), Tenant shall erect an exterior sign in conformance with Landlord's Building standard signage within
an area designated by Landlord and reasonably approved by Tenant, which sign shall be
subject to the prior written approval of
Landlord (not to be unreasonably withheld, conditioned or delayed) and in conformance with the Sign Criteria Exhibit to this Lease.
Subject to compliance with all governmental regulations and Landlord's sign criteria, Tenant shall be allowed to install its signage
trade dress on the front and side of the Building. Tenant shall submit its
signage package to Landlord for approval prior to the
Commencement Date. Tenant shall bear all costs that are incurred in connection with Tenant's signage. In the event Landlord offers
pylon, monument of niulti-tenant signs on the property, retail/restaurant tenant placement on such sign(s) shall be on a
pro-rata basis,

25.3 Exterior Alterations. Any signs or other exterior Alterations, including awnings, canopies, decorations,
lettering, advertising !natters, or other things as may be approved by Landlord shall be maintained by Tenant in good condition and
repair at all times and shall conform to the criteria established from time to time by Landlord for the Center. Upon the expiration or
sooner terrnination of this Lease, if Landlord shall so elect, Tenant at its own expense shall remove all signs (including exterior
Preinises and any signage panels on monument and pylon signs), and repair all damage caused thereby. This obligation of Tenant
shall survive the expiration or sooner termination of this Lease.

26. BROKER. Landlord and Tenant each represent and warrant that they have neither consulted nor negotiated with
any broker or finder regarding the Premises, except the Landlord's Broker and Tenant's Broker. Landlord shall pay Landlord's
Broker and Tenant's Broker pursuant to separate written agreements, provided that neither the foregoing nor anything else in this
Lease is intended to grant such Brokers any rights under this Lease or make them third party beneficiaries of this Lease. Tenant shall
indemnify, defend, and hold Landlord harmless from and against any claims for commissions from any real estate broker other than
Landlord's Broker and Tenant's Broker with whom Tenant has dealt in connection with this Lease. Landlord shall indemnify, defend,
and hold Tenant harmless from and against payment of any leasing commission due Landlord's Broker and Tenant's Broker in
connection with this Lease and any claims for commissions from any real estate broker other than Landlord's Broker and Tenant's
Broker with whom Landlord has dealt in connection with this Lease. The terms of this article shall survive the expiration or earlier
termination of this Lease.

27. END OF TERM. Tenant shall surrender the Premises to Landlord at the expiration or sooner termination of this
Lease or Tenant's right of possession in good order and condition, broom-clean, except for reasonable wear and tear. All Alterations
made by Landlord or Tenant to the Premises shall become Landlord's property on the expiration or sooner termination of the Lease

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 Term. On the expiration or sooner termination of the Lease Tenn, Tenant, at its expense, shall remove from the Premises all of
Tenant's personal property, all computer and telecommunications wiring, and all Alterations that are perforrned in violation of this
Lease, or which Landlord designates by notice to Tenant at the time that Landlord consents to such Alterations. Tenant shall also
repair any damage to the Premises caused by the removal of such Alterations. Any items of Tenant's property that shall remain in the
Premises after the expiration or sooner termination of the Lease Term, may, at the option of Landlord and without notice, be deemed
to have been abandoned, and in that case, those items may be retained by Landlord as its property to be disposed of by Landlord,
without accountability or notice to Tenant or any other party, in the manner Landlord shall determine, at Tenant's expense.

28. ATTORNEYSFEES. Except as otherwise provided in this Lease, the prevailing party in any litigation or other
dispute resolution proceeding, including arbitration, arising out of or in any manner based on or relating to this Lease, including tort
actions and actions for injunctive, declaratory, and provisional relief, shall be entitled to recover front the losing party actual attorneys'
fees and costs, including fees for litigating the entitlement to or amount of fees or costs owed under this provision, and fees in
connection with bankruptcy, appellate, or collection proceedings.

29. NOTICES. Any notice to be given under this Lease may be given either by a party itself or by its attorney or agent
and shall be in writing and delivered by hand, by nationally recognized overnight air courier service (such as
FedEx), or by the United
States Postal Service, registered or certified mail, return receipt requested, in each case addressed to the respective party at the party's
notice address. A notice shall be deemed effective upon receipt or the date sent if it is returned to the addressor because it is refused,
unclaimed, or the addressee has moved.

30. EXCUSABLE DELAY. For purposes of this Lease, the term "Excusable Delay" shall mean any delays due to
strikes, lockouts, civil commotion, war or warlike operations, acts of terrorism, acts of a public enemy, acts of bioterrorism,
epidemics, quarantines, invasion, rebellion, hostilities, military or usurped power, sabotage, government regulations or controls,
inability to obtain any material, utility, or service because of governtnental restrictions, hurricanes, floods, or other natural disasters,
acts of God, or any other cause beyond the direct control of the party delayed. Notwithstanding
anything in this Lease to the contrary,
if Landlord or Tenant shall be delayed in the perforrnance of any act required under this Lease by reason of any Excusable Delay, then
provided notice of the Excusable Delay is given to the other party within 10 days after discovery of its occurrence, performance of the
act shall be excused for the period of the delay and the period for the performance of the act shall be extended for a reasonable
period,
in no event to exceed a period equivalent to the period of the delay. The provisions of this article shall not operate to excuse Tenant
from the payment of Rent or from surrendering the Premises at the end of the Lease Tem, or from the obligations to maintain
insurance, and shall not operate to extend the Lease Term. Delays or failures to perform resulting front lack of funds or the increased
cost of obtaining labor and materials shall not be deemed delays beyond the direct control of a party.

3 l. QUIET ENJOYMENT. Landlord covenants and agrees that, on Tenant's paying rent and performing all of the
other provisions of this Lease on its part to be performed, Tenant may peaceably and quietly hold and enjoy the Premises for the Lease
Term without material hindrance or interruption by Landlord or any other person claiming by, through, or under Landlord, subject,
nevertheless, to the terms, covenants, and conditions of this Lease and all existing or future ground leases, underlying leases, or
mortgages encumbering the Center.

32. NO RELOCATION OF TENANT. In no event shall Landlord have the right to relocate or substitute the Premises.

33.'. •

OARKING.

33.1 Generally. Landlord will supply adequate parking for Tenant's contemplated use to meet the municipal
code requirements and acknowledges there will not be a charge for Tenant's customers during the first 5 years of the Lease Term,
subject to below. Tenant shall have the non-exclusive right to use all designated commercial parking spaces within the parking areas
of the Center as designated by Landlord; provided that parking in the garage shall be subject to any current or future applicable
parking system, valet service and fees in order to ensure accessible parking for commercial tenants (and Tenant's use of the garage
will be subject to such fees at any time during the Lease Term, including the first 5 years of the Lease Term). If it is determined that
the commercial parking needs regulation in Landlord's reasonable discretion, Landlord may use any of the above manners to
regulate
parking (even if within the first 5 years of the Lease Term) and any costs incurred by Landlord will be passed through to tenants
(including Tenant) on a pro-rata basis in Operating Costs. Landlord shall have the right to designate an area proximate to the
Premises for customer parking as well as employee parking areas within the Center. Additionally, Tenant has the right to offer valet
parking services for their customers with a valet stand located in a mutually agreed upon location to both Tenant and Landlord at
Tenant's sole cost and expense and Landlord may require the valet service to provide adequate insurance
covering Landlord and the
Center.

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 33.2 No Reserved Parking. Except for particular spaces and areas designated from tirne to time by Landlord
for reserved parking, if any, all parking in the parking areas shall be on an unreserved, first-come, first-served basis,

33.3 Landlord's Rights. Landlord reserves the right to (a) reduce the number of spaces in the parking areas as
long as the number of spaces remaining is in compliance with all applicable governmental requirements provided that no less than
138 unassigned parking spaces remain available for tenants of the Center's use within the
designated commercial parking areas of the
Center; (b) reserve spaces for the exclusive use of specific tenants or other parties and change the location of any reserved parking
spaces assigned to Tenant (provided that, in the event Landlord grants reserved parking spaces to other retail tenants (but excluding
any reserved spaces for Landlord or its affiliates, including Real Estate Inverlad Development, LLC) then Tenant will have the option
for up to five reserved space in location to be designated by Landlord); and (c) change the access to the parking areas, provided that
some rnanner of reasonable access to the parking areas remains available; and none of the foregoing shall entitle Tenant to any claim
against Landlord or to any abatement of Rent.

34. FINANCIAL REPORTING. Within 15 days after a request from Landlord (not rnore often than 1 time per year or
due to financing sale of the Building or Center), Tenant shall furnish to Landlord a balance sheet of Tenant (and, if
or
applicable, the
Guarantor) as of the end of the most recently ended fiscal year and a statement of income and expense for the year then ended certified
by an officer of Tenant as true and correct. If any staternent is not delivered within 30 days of Landlord's request, Landlord may
collect an administrative charge of $25 per day thereafter until such statement is received.

35. ADVERTISING.

35.1 Advertised Name and Address. Tenant shall not use the narne of the Center for any purpose other than as
the address of the business to be conducted by Tenant in the Premises and Tenant shall not
acquire any property right in or to any
name which contains the name of the Center as a part of the narne. Any permitted use by Tenant of the name of the Center during the
Lease Term shall expire on the expiration or sooner termination of the Lease Term and shall not permit Tenant to use, and Tenant
shall not use, the name of the Center either after the expiration or sooner termination of the Lease Term or at any other location,
whether during or after the Lease Term. Tenant shall not use the name of Landlord in any advertisement or otherwise.

35.2 Letters and Marks. Tenant may use in its advertising and promotional activities for its business in the
Premises such references to the name of the Center and such identifying lettering, logos, marks, or symbols referring to the Center as
Landlord shall specify from time to time. Tenant shall include the name of the Center in its address. Notwithstanding the foregoing,
Landlord shall have the right to prohibit the use by Tenant of the name, marks, and symbols of the Center in any manner determined
to be unacceptable to Landlord in its sole discretion.

35.3 Trademark License. During the Lease Temi, Tenant grants Landlord, its assignees and related entities a
non-exclusive and royalty-free license and limited right to use Tenant's trade name, trademarks, logos, and designs in the printing,
publication, and distribution of promotional newsletters, advertisements, marketing brochures, Internet web site, and other materials
(the "Marketing Materials") by Landlord, its assignees and related entities, with regard to the Center, subject to Tenant's prior
written approval thereof (not to be unreasonably withheld, conditioned or delayed), and Tenant agrees, upon request from Landlord,
to furnish suitable advertising rnaterial for such purposes.

36. OPTION TO EXTEND.

36.1 Tenant shall have the option to extend the Lease Term for 2 additional periods of 60 months each (each an
"Extension Term"), on thesame terms and conditions as
provided in this Lease, except that, for each Extension Term:

36.1.1 Upon exercise of the second option to extend the Lease Temi, this Lease, as extended, shall not
contain any further option to extend as provided in this article;

36.1.2 If Tenant does not timely exercise its option as to the first Extension Term, the option as to the
second Extension Tenn shall terrninate;

36.1.3 The Base Rent shall be determined as set forth below; and

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 36.1.4 Landlord shall have no obligation to perform any alterations or tenant improvements or other
work in the Premises and Tenant shall continue possession of the Preinises in its "as-is," "where-is," and "with all faults" condition
(without limiting Landlord's maintenance and repair obligations as provided in this Lease).

36.2 The exercise of the options set forth in this article shall only be effective on, and in strict compliance with,
the following terms and conditions:

36.2.1 Each notice of Tenant's exercise of the option (the "Extension Notice") shall be given by
Tenant to Landlord no earlier than 365 days and no later than 180 days before the current expiration date of the Lease Tenn,
TIME SHALL BE OF THE ESSENCE AS TO THE EXERCISE OF ANY ELECTION BY TENANT UNDER THIS ARTICLE.

36.12 At the time of Tenant giving Landlord notice of its election to extend the Lease Term and on
the expiration of the current Lease Terrn, this Lease shall be in full force and effect and Tenant shall not be in default under any of
the terms, covenants, and conditions of this Lease
beyond any applicable grace period.

36.2.3 The rights granted to Tenant under this article are personal to the original named Tenant in this
Lease and rnay not be assigned or exercised by anyone other than such Tenant and only while such Tenant and/or its Vendors are
in possession of the entire Premises.

36.2.4 If this Lease has been guaranteed and the Guaranty remain in effect, the Guarantor shall execute
and deliver to Landlord a reaffirmation of the Guaranty as to the extended Lease Term (subject to any limitations in the Guaranty)
no later than the commencement of the extended Lease Term.

36.3 The Base Rent shall be a sum equal to the fair market renewal rental value of the Premises for the
Extension Term, based on and taking into account the rentals at which extensions or renewals of leases are being concluded for
comparable space in the Center and in comparable retail buildings in the Orlando, Florida area at that time and for such a terrn and
taking into account the terms and conditions of this Lease and anticipated inflation during the extended Lease Term (the "Fair
Market Rental Valueor the "Value").

36.4 Within 30 days after receipt of the Extension Notice, Landlord shall advise Tenant of the applicable Fair
Market Rental Value for the Extension Term. If Tenant disagrees with Landlord's determination of Fair Market Rental Value,
Tenant shall provide written notice to Landlord of its objection, within 30 days of Landlord's notice to Tenant, including Tenant's
statement of what it believes the Fair Market Rental Value should be. If Tenant has not timely
provided an objection notice, then
Landlord and Tenant shall enter into an amendment to this Lease extending the Lease Term on the terms and conditions of this
article.

36.5 If Tenant delivers a timely objection notice, then upon Landlord's receipt of the notice, Landlord and
Tenant shall, for a period of 30 days, negotiate in good faith to agree on the Fair Market Rental Value. Upon agreement, Landlord
and Tenant shall enter into an amendment to this Lease extending the Lease Term on the tenns and conditions of this article. If the
parties cannot agree on the Fair Market Rental Value within such 30-day period, then the parties shall deliver to each other
concurrently, within 15 days of the expiration of such 30-day period, their respective final written estimates of the Fair Market Rental
Value at which Landlord would be willing to lease to Tenant, and Tenant would be willing to lease from Landlord. If each party's
final estimate of the Fair Market Rental Value is the same, then Landlord and Tenant shall enter into an amendment to this Lease
extending the Lease Term on the terms and conditions of this article. If the higher of the two values is no more than 105% of the
lower value, then the Fair Market Rental Value will be the average of the two values submitted by the parties. In every other case, the
Fair Market Rental Value, based on the 2 final estimates, shall be detennined by arbitration as provided below.

If the Fair Market Rental Value is not resolved as set forth above, then within 10 days after the parties have
exchanged their final estimates of Fair Market Rental Value the parties shall attempt in good faith to agree on a sole arbitrator but if
they are unable to do so the single arbitrator shall be selected by the American Arbitration Association. The arbitrator shall be a
commercial real estate broker having at least 15 years experience in the commercial leasing market area in which the Building is
located and having a professional designation of CC1M=or SIOR, or both designations. The arbitrator shall determine which of the
two estimates submitted by the parties pursuant to the applicable provisions of the Lease is closest to the correct result in the
arbitrator(s)' opinion. The arbitrator shall have no power to select an alternative figure different from that proposed by either party.
The decision of the arbitrator shall be final and binding upon the parties, and Base Rent for the Extension Term shall equal the Fair

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 Market Rental Value as determined by the arbitrator(s). Upon failure, refusal, or inability of an arbitrator to act, his or her successor
shall be appointed in the same manner as provided for
original appointment. The parties shall each be responsible for 50% of the
fees and expenses of the arbitrator, and each party shall bear their own attorneysfees, and
expenses of counsel and consultants. The
arbitrator shall render its (their) decision in writing, with counterpart copies to each party, within 30 days after the appointment of the
arbitrator. The arbitrator shall have no power to modify the provisions of this Section 36.5 of the Lease.

37. OUTDOOR PATIO & TERRACE AREAS. If permitted by applicable laws and with approval of governmental
authorities (if required), Tenant shall be permitted to use (i) the area irnmediately in front of the Premises ground floor, which is
approximately1,95 I square feet, for outside seating, and (ii) approximately 1,679 square feet of terrace space on the Second floor of
the Building, as shown on EXHIBIT "B" attached hereto (the "Outdoor
Seating Area") for Tenant's Permitted Use, including tables
and chairs as permitted by governing authorities. Notwithstanding the foregoing, in no event shall Landlord make available to Tenant
an Outdoor Seating Area smaller than 1,450 square feet on the ground floor and 1,500 square feet on the Second Floor. Tenant shall
obtain any licenses, permits or approvals required by applicable laws. In furtherance of the foregoing, Tenant acknowledges that the
failure to obtain such governmental approvals and permits to operate any portion of the Outdoor Seating Area (or should any portion
of the Outdoor Seating Area be restricted or closed by governmental authorities at any time), such actions shall not be deemed to be a
contingency of the effectiveness of this Lease or entitle Tenant to tenninate this Lease or any remedies against Landlord). Tenant shall
keep the Outdoor Seating Area in good, clean and safe condition and appearance, which obligation shall include the wiping of chairs
and the sweeping and removal of all rubbish to keep the chairs and sidewalk area clean, in addition to
complying with all other terms
and conditions of this Lease regarding maintenance and the condition of the Premises, and Tenant shall not restrict access to the
Center or pedestrian flow through the Common Areas outside the Outdoor Seating Area. Tenant shall be permitted to play music or
other similar sounds in the Outdoor Seating Area, provided that no such sounds or music shall disturb other
tenants, and the foregoing
is
subject to Article 3 of this Lease. Tenant shall make no alterations of any kind to the Outdoor Seating Area. Tenant shall have all
Tenant's insurance policies related to its business at the Premises reflect the Outdoor Seating Area as part of the Premises and Tenant
agrees that its indemnification obligations under this Lease shall extend to the Outdoor Seating Area. Landlord shall have no liability
to Tenant and Rent under this Lease shall not abate, if it is unable to use the Outdoor Seating Area for
any reason unless such inability
is due to Landlord's negligence or willful misconduct and after
any applicable notice and cure periods under this Lease.

38. GENERAL PROVISIONS.

38.1 Miscellaneous. The words "includine and "include and similar words will not be construed restrictively
to limit exclude other items not listed. If any provision of this Lease is determined to be invalid, illegal, or unenforceable, the
or

remaining provisions of this Lease shall remain in full force, if the essential provisions of this Lease for each party remain valid,
binding, and enforceable. The parties may amend this Lease only by a written agreement of the parties. There are no conditions
precedent to the effectiveness of this Lease, other than those expressly stated in this Lease. This Lease may be executed by the
parties signing different counterparts of this Lease, which counterparts together shall constitute the agreement of the parties.
Landlord and Tenant intend that faxed or PDF forrnat signatures constitute original signatures binding on the parties. This Lease
shall bind and inure to the benefit of the heirs, personal representatives, and, except as otherwise provided, the successors and assigns
of the parties to this Lease. Each provision of this Lease shall be deemed both a covenant and a condition and shall run with the land.
Any liability or obligation of Landlord or Tenant arising during the Lease Term shall survive the expiration or earlier termination of
this Lease. Any action brought under or with respect to this Lease must be brought in a court having jurisdiction location in the
County in which the Premises is located. Neither this Lease nor any memorandum or other notice of this Lease may be recorded in
any public records without the separate express written consent, in recordable form, of Landlord.

38.2 Radon Gas. The following notification is provided under Section 404.056(5), Florida Statutes: "Radon is
a
naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to
persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in
Florida. Additional information regarding radon and radon testing rnay be obtained from your county health department."

38.3 Exhibits. All exhibits, riders, and addenda attached to this Lease shall, by this reference, be incorporated
into this Lease. The following exhibits are attached to this Lease:

EXHIBIT "N' -

Legal Description of the Center

EXHIBIT "B" —
Location of Premises
EXHIBIT "C" —

Guaranty
EXHIBIT "D" —
Rules and Regulations

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 EXHIBIT "E" —
Tenant Improvements
EXHIBIT "E-1" —
Landlord's Work Schedule
EXHIBIT "F" —

Intentionally Omitted
EXHIBIT "G" --

Sign Criteria
EXHIBIT "H" —
Commencement Date Letter

39. GUARANTY. Payment of all rents and charges and the performance of all covenants of Tenant contained in this
Lease are guaranteed by the Guarantor under the Guaranty that is attached as an exhibit to this Lease. The execution and delivery to
Landlord of the Guaranty together with Tenant's execution of this Lease is a condition to the effectiveness of and Landlord's
obligations under this Lease. In the event of a permitted transfer of this Lease in accordance with Article 7 in connection with a
transfer of the Lease to an unaffiliated third party or as result of merger, acquisition, reorganization or consolidation with a person or
entity that acquires all or substantially all of the assets or stock of Tenant, then provided Landlord, in its reasonable discretion, confirms
that the tangible net worth of the resulting tenant entity shall have equal or greater
tangible net worth as the Guarantor as of the date of
the transfer, Tenant may provide a substitute personal or corporate guaranty in same fonn as EXHIBIT "C" from a
principal of the
successor Tenant/transferee (and Guarantor shall be released frorn the Guaranty as to matters arising after the effective date of the
transfer), provided (i) neither Tenant nor Guarantor has defaulted under any term of the Lease or this Guaranty, respectively, on or
prior to the transfer date, and (ii) Tenant is not in default of the Lease beyond any applicable grace periods on the transfer date.
"Tangible net worth" shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as
goodwill, patents and trademarks) over liabilities.

NO REPRESENTATIONS
40. BY LANDLORD. NEITHER LANDLORD NOR LANDLORD'S AGENTS HAVE
MADE (AND TENANT HEREBY DISCLAIMS ANY RELIANCE UPON) ANY REPRESENTATIONS OR PROMISES
CONCERNING THE PHYSICAL CONDITION OF THE CENTER OR THE PREMISES, TENANT'S ABILITY TO USE THE
PREMISES FOR THE PERMITTED USE, THAT THE PERMITTED USE IS LAWFUL OR PERMISSIBLE UNDER
APPLICABLE ZONING REGULATIONS, THE AREA OF THE PREMISES OR THE MANNER OF CALCULATING SUCH
AREA, ANTICIPATED OPERATING COSTS, LEVELS OF CUSTOMER TRAFFIC, GROSS SALES THAT CAN BE
ACHIEVED AT THE CENTER, PARKING AVAILABILITY, LANDLORD'S PROMOTION OR ADVERTISING OF THE
CENTER, OR ANY OTHER MATTER AFFECTING OR RELATING TO THE PREMISES, EXCEPT AS EXPRESSLY SET
FORTH IN THIS LEASE, AND NO RIGHTS, EASEMENTS, OR LICENSES ARE ACQUIRED BY TENANT BY IMPLICATION
OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH IN THIS LEASE

41. CONSTRUCTION; MERGER. THIS LEASE HAS BEEN NEGOTIATED "AT ARM'S-LENGTH" BY
LANDLORD AND TENANT, EACH HAVING THE OPPORTUNITY TO BE REPRESENTED BY LEGAL COUNSEL OF ITS
CHOICE AND TO NEGOTIATE THE FORM AND SUBSTANCE OF THIS LEASE. THEREFORE, THIS LEASE SHALL NOT
BE MORE STRICTLY CONSTRUED AGAINST EITHER PARTY BECAUSE ONE PARTY MAY HAVE DRAFTED THIS
LEASE. THIS LEASE SHALL CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES CONCERNING THE MATTERS
COVERED BY THIS LEASE. ALL PRIOR UNDERSTANDINGS AND AGREEMENTS HAD BETWEEN THE PARTIES
CONCERNING THOSE MATTERS, INCLUDING ALL PRELIMINARY NEGOTIATIONS, LEASE PROPOSALS, LETTERS OF
INTENT, AND SIMILAR DOCUMENTS, ARE MERGED INTO THIS LEASE, WHICH ALONE FULLY AND COMPLETELY
EXPRESSES THE UNDERSTANDING OF THE PARTIES. THE PROVISIONS OF THIS LEASE MAY NOT BE EXPLAINED,
SUPPLEMENTED, OR QUALIFIED THROUGH EVIDENCE OF TRADE USAGE OR A PRIOR COURSE OF DEALINGS.

42. NO RELIANCE. EACH PARTY AGREES IT HAS NOT RELIED UPON ANY STATEMENT,
REPRESENTATION, WARRANTY, OR AGREEMENT OF THE OTHER PARTY EXCEPT FOR THOSE EXPRESSLY
CONTAINED IN THIS LEASE,

43. JURY WAIVER; COUNTERCLAIMS. LANDLORD AND TENANT KNOWINGLY, INTENTIONALLY,

AND VOLUNTARILY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM INVOLVING ANY
MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE
LANDLORD/TENANT RELATIONSHIP, OR THE CENTER.

[SIGNATURES ON NEXT PAGE]

WPBDOCS 9663564 6

1/14/19 23
 IN WITNESS WHEREOF, this Lease has been executed on behalf of Landlord and Tenant as of the Date of this Lease.

WITNESSES: LANDLORD:

IVANHOE PLACE PROPCO, LLC, a Delaware limited liability company

1..— 1,----
Signature of Witness 1
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By:
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Narne:
C6AAttf_alocate•
Print or type name of Witness 1
'''' Title: I •
14.1101.(
k__I Date Executed:
Signal gl)of
ire Witness 2
1
/(247/fq

Print or
type tame of Witi ss 2

TENANT

Signagire ofAitness 1 THE HALL AT THE YARD LLC, a Florida limited liability company
corporation
rnesio y I
Print or
type nagie of Witness 1

By.
Name: Sg.S2A.,,ri— S DA
gnature of Witness 2 Title:
Irja_p_eartAySZ_
AntlAtchi 6IA-V7)
Print or typdname of Witness 2 Date Executed: i 12._1 2.0 i

Tenant's Taxpayer Identification Number: &3 -

g Y.Y. 7g

WPBDOCS 9663564 6
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 EXHIBIT "A"

LEGAL DESCRIPTION OF THE CENTER

All of Lot 1, according to the plat of Lake Ivanhoe Assemblage as recorded in Plat Book 96, Page 83, of the Public Records
of Orange, County, Florida.

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 EXHIBIT "B"

LOCATION OF PREMISES

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The above plan is diagrarnrnatic only and intended to show the general location of the Premises, and is not a representation
by Landlord as to any other improvements or tenants shown any of which may change from time to time.
B -
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WPBDOCS 9663564 6
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 EXHIBIT "C"

GUARANTY

THIS IS A GENERAL GUARANTY WHICH IS ENFORCEABLE BY THE LANDLORD, ITS SUCCESSORS AND
ASSIGNS. THIS IS ALSO AN ABSOLUTE AND UNCONDITIONAL GUARANTY.

The undersigned (the "Guarantor") absolutely and unconditionally guaranties the prompt and full payment, performance
and observance by THE HALL AT THE YARD LLC, a Florida limited liability company (the "Tenanr), and by its successors and
assigns, of (a) all obligations to pay Rent and all other sums and charges payable by Tenant under that certain Lease to which this
Guaranty or a form of this Guaranty is attached as an exhibit (the "Lease"), between IVANHOE PLACE PROPCO, LLC, a Delaware
limited liability company (the "Landlord"), and Tenant for space at Ivanhoe Place, 1412 Alden Road, Orlando, Florida
32803, and (b)
the full performance and observance of all of the covenants, terms, conditions, and agreements provide to be
performed and observed
by Tenant under the Lease, whether before, during, or after the Lease Term, subject to the limitations on this Guaranty from and after
the Reduction Date as provided below. Guarantor
represents and warrants that he/she has a direct financial interest in Tenant and has
received valuable consideration for entering into this Guaranty. Capitalized terms not otherwise defined in this Guaranty shall have the
meanings ascribed to such terms in the Lease.

This is an absolute and unconditional guaranty of payment and of performance and not collection and Landlord may proceed
directly against Guarantor without first proceeding with any remedies against Tenant. This Guaranty shall not be impaired by, and
Guarantor consents to, any modification, supplernent, extension, or amendment of the Lease to which the parties to the Lease may
hereafter agree. Presentment, notice, and demand on Tenant or Guarantor and subsequent dishonor are not conditions to proceeding
against Guarantor and are hereby waived by Guarantor.

Until all the covenants and conditions in the Lease on Tenant's part to be performed and observed are fully performed and
observed, Guarantor: (a) shall have no right of subrogation against Tenant by reason of any payments or acts of performance by
Guarantor, in compliance with the obligations of Guarantor hereunder; (b) waives any right to enforce any remedy which Guarantor
now or hereafter shall have
against Tenant by reason of any one or more payrnents or acts of performance in compliance with the
obligations of Guarantor hereunder; and (c) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to
the obligations of Tenant to Landlord under the Lease,

In connection with any suit, action, or other proceeding, including arbitration or bankruptcy, arising out of or in any manner
based or relating to this Guaranty, including tort actions and actions for
on
injunctive, declaratory, and provisional relief, the
prevailing party shall be entitled to recover actual attorneys', paralegals', and legal assistantsfees and disbursements
(including
disbursements which would not otherwise be taxable as costs in the proceeding), and expert witness fees, including fees for litigating
the entitlement to or amount of fees or costs owed under this provision, and fees in connection with
bankruptcy, appellate, or
collection proceedings.

Any legal action

or proceeding arising out of or in any way connected with this
Guaranty shall only be instituted in a court
(federal orstate) located in the county in which the Premises are located, which shall be the exclusive jurisdiction and venue for
litigation concerning this Guaranty. Landlord and Guarantor shall be subject to the jurisdiction of those courts. The execution of this
Guaranty and performance of its obligations by Guarantor, for purposes of personal or long-arm jurisdiction, constitutes doing
business in the State of Florida under Section 48.193, Florida Statutes. In addition, Landlord and Guarantor waive any
objection that
they may now or hereafter have to the laying of venue of any action or proceeding in those courts, and fluffier waive the right to plead
or claim that
any action or proceeding brought in any of those courts has been brought in an inconvenient forum. All payments to be
made by Guarantor under this Guaranty shall be payable at Landlord's office at IVANHOE PLACE PROPCO, LLC, c/o Real Estate
Inverlad Development LLC, 101 S. Eola Drive #1205, Orlando, Florida 32801.

Guarantor's obligations under this Guaranty shall be effective as of the Date of the Lease, and shall also continue in full force
and effect after any transfer of the Tenant's interest under the Lease, during any renewals or extensions of the Lease
Term, and during
any holdover by Tenant after expiration of the Lease Tenn.

The liability of Guarantor under this Guaranty shall in no way be affected, modified, or diminished by reason of any of the
following, regardless of whether Guarantor receives notice of them, all of which notices Guarantor expressly waives: (a) any
assignment, renewal, modification, ainendrnent, or extension of the Lease, or (b) any modification or waiver of or change in any of the
terms, covenants, and conditions of the Lease by Landlord and Tenant, or (c) any extension of time that may be granted by Landlord
C -
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WPBDOCS 9663564 6
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to Tenant, or (d) any consent, release, indulgence, or other action, inaction, or omission under or in respect of the Lease, or (e) any
dealings, or transactions, or matters between Landlord and Tenant that may cause the lease to terminate, including without limitation,
any adjustment, compromise, deferral, waiver, settlernent, accord and satisfaction, or release of Tenant's obligations under the Lease,
or (f) any bankmptcy, insolvency, reorganization, liquidation, arrangernent, assignment for the benefit of creditors, receivership,
trusteeship, or similar proceeding affecting Tenant, or the rejection or disaffirmance of the Lease
in any proceedings, or any cap on
Landlord's claim against Tenant in any such proceedings, whether or not notice of the proceedings is given to Guarantor. Further,
Guarantor waives all defenses to its obligations under this Guaranty based on any delay between the effective date of the Lease and
the date of Guarantor's execution of this Guaranty, including the defense of lack of consideration, and Guarantor agrees that,
of
notwithstanding any such delay, Guarantor has received sufficient consideration for its execution of this Guaranty, the delivery
which is a condition to Landlord's obligations under the Lease.

If Landlord assigns the Lease or sells the Building, Landlord may assign this Guaranty to the assigneestr transferee, who
shall thereupon succeed to the rights of Landlord under this Guaranty to the same extent as if the assignee were an original guaranteed
this Guaranty. If Tenant assigns or
party named in this Guaranty, and the same rights shall accrue to each subsequent assignee of
sublets the Premises, the obligations of the Guarantor under this Guaranty shall remain in full force and effect.

Limitations. Notwithstanding anything in this Guaranty to the contrary, so long as there has been no default by Tenant under
the Lease (continuing beyond applicable notice, grace and cure periods) on or prior to the fourth anniversary of the Commencement
Date (the "Reduction Date"), and Tenant is not in default of the Lease beyond any applicable notice, grace and cure periods on the
Reduction Date, then, on and after the Reduction Date, Guarantor's total monetary liability under this Guaranty shall not exceed an
amount calculated by adding the following amounts (the "Guaranteed Amount"): (i) 24 monthly installments of Base Rent under the
Lease plus (ii) 24 monthly installrnents of additional rent for Tenant's Allocated Share of Operating Costs, with the Base Rent and
additional rent to be calculated at the rates applicable as of the date of the Tenant's default under the Lease; provided that the
following obligations shall not be limited by the Guaranteed Amount: Landlord's costs of collection and attorneysfees (the "Non-
Released Obligations). In addition, provided there has been no default by Tenant under the Lease (continuing beyond applicable
notice, grace and cure periods) on or prior to the expiration of the initial 123 month Lease Term, and Tenant is not in default of the
Lease beyond any applicable notice, grace and cure periods on such date, then Guarantor shall be released from this Guaranty and this
of
Guaranty shall be void and of no further force or effect at the end of the initial Lease Tenn, except for any existing obligations
Tenant arising prior to such release date (to the extent of the Guaranteed Amount and excluding the Non-Released Obligations).

LANDLORD AND GUARANTOR KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY WAIVE TRIAL BY

JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM INVOLVING ANY MATTER WHATSOEVER ARISING OUT
OF OR IN ANY WAY CONNECTED WITH THIS GUARANTY AND THE LEASE.

J L WILSON, Guarantor

Guarantor's address:

Guarantor's
Guarantor's Driver's License N
D.L. State of Issuance:

Dated:

C 2-

WPBDOCS 9663564 6
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 STATE OF L
) ss.:
COUNTY OF Oy- CLYN—C3(2.—
The foregoing instrument was acknowledged before me this 2.3day of S0...ro.iek,ki1/4....k, 202 by JAMAL WILSON,
who is personally known to me or who has produced as identificlation.
3:),(W431(..IS LA c.e.r‘VOZ—

OFFICIAL NOTARIAL SEAL: ‘Fti LJVš JAI V

(type, print, or stamp narne)

ANDREA MERKEL NOTARY PUBLIC

V% Notary Public -
Stale ot Florida 6

zIr
•
Commission # FF 949006
My Comm. Expires Jan 24, 2020
II
My comission
rn expires: C) I
1.214
''gretiIi`1T‘"' Bonded through Nallonal Notary Assn.
Fc 9 '49
1

re-iwarest•iax•gwomeasir lar ammeme Commission No.

C -
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WPBDOCS 9663564 6
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 EXHIBIT "D"

RULES AND REGULATIONS

1. The sidewalks and public portions of the Center, such as entrances, passages, courts, parking areas, elevators,
vestibules, stairways, corridors, or halls shall not be obstructed or encumbered by the Tenant Parties nor shall they be used for any
purpose other than ingress and egress to and from the Premises. Tenant shall not conduct any business, loading or unloading,
assembling, or any other work connected with Tenant's business on any portion of the Common Areas or in any other area of the
Center outside the confines of the Premises, other than the Outdoor Seating Area. Tenant shall not sell or display merchandise on, or
otherwise obstruct, the Common Areas or any other area of the Center outside the confines of the Premises, other than the Outdoor
Seating Area,

2. No awnings or other projections shall be attached to the outside walls of the Center. No curtains, blinds, shades,
louvered openings, or screens or anything else which may be visible from outside the Building shall be attached to or hung in, or used
in connection with, any window or door of the Premises, without the prior written consent of Landlord. No aerial or antenna shall be
erected on the roof or exterior walls of the Premises or in the Center,

3, No sign, advertisement, notice, or other lettering shall be exhibited, inscribed, painted, or affixed by Tenant on
any part of the outside of the Premises or Center or on corridor walls or doors or mounted on the inside of any windows. Signs on any
entrance door or doors shall conform to Center standards and shall, at Tenant's expense, be inscribed, painted, or affixed for Tenant by
sign makers approved by Landlord.

4. No show cases or other articles shall be put in front of or affixed to any part of the exterior of the Center, nor
placed in the public halls, conidors, or vestibules.

5. The water and wash closets and other plumbing fixtures shall not be used for any purpose other than those for
which they were constructed, and no sweepings, rubbish, rags, or other substances shall be thrown in them. All damages resulting
from any inisuse of fixtures shall be borne by the Tenant who, or whose ernployees, agents, or invitees, shall have caused the
dainages.

6. No animals of any kind (except dogs recognized as service animals under applicable law that are individually
trained to do work or perform tasks for people with disabilities) shall be brought on the Premises or Center.

7. Tenant shall not make or permit to be made any unseemly or disturbing noises, radio frequency or
electromagnetic, radio or television interference, or disturb, harass, or interfere with occupants of the Center or neighboring premises
or those having business with them, or Landlord's agents or employees, or interfere with
equipment of Landlord or occupants of the
Center, whether by the use of any musical instrument, radio, television, machines or equipment, unmusical noise, or in any other way,
including use of any wireless device or equipment. Tenant shall not use any advertising medium such as loud speakers, sound
amplifiers, or radio or television broadcasts in a manner which may be heard outside the Premises.

8. The Tenant Parties shall not at any time bring or keep on the Premises any firearms, inflammable, combustible, or
explosive substance or any chemical substance, other than reasonable amounts of cooking and cleaning fluids and solvents required in
the normal operation of Tenant's business, all of which shall only be used in strict compliance with all applicable laws.

Intentionally Omitted.

1 0. All deliveries, removals, or the carrying in or out of any merchandise, safes, freights, furniture, or bulky matter of
any description may be accomplished only with the prior approval of Landlord and then only in approved areas, through the approved
loading/service area doors during approved hours, and otherwise in accordance with Landlord's requirements. Tenant shall assume all
liability and risk concerning these movements. Landlord may restrict the location of any second floor heavy items. All hand trucks
must be equipped with rubber tires and side guards. Landlord reserves the right to inspect all
freight to be brought into the Center and
to exclude all freight that can or may violate any of these Rules and Regulations or other provisions of this Lease.

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WPBDocs 9663564 6
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 11. Tenant shall not create or use any advertising mentioning or exhibiting any likeness of the Center without the
prior written consent of Landlord. Landlord shall have the right to prohibit any advertising that, in Landlord's reasonable opinion,
tends to impair the reputation of the Center or its
desirability as a shopping center, and on notice from Landlord, Tenant shall
discontinue the advertising

12. The Premises shall not be used for lodging or sleeping, or for any immoral, disreputable, or illegal purposes, or for
any purpose that may be dangerous to life, limb, or property.

13. Canvassing, soliciting, and peddling within the Center or in the Comrnon Areas is prohibited.

14. The Tenant Parties shall park their vehicles only in the portion of the parking areas designated by Landlord.
Usage of parking spaces shall be in common with all other tenants of the Center and their employees, agents, contractors, and invitees.
All parking space usage shall be subject to any reasonable rules and regulations for the safe and proper use of parking spaces that
Landlord may prescribe. Tenant Parties shall abide by all posted roadway signs in and about the Parking Areas. Landlord shall have
the right to tow or otherwise remove vehicles of the Tenant Parties that are improperly parked, blocking ingress or egress lanes, or
violating parking rules, at the expense of Tenant or the owner of the vehicle, or both, and without liability to Landlord. Upon request
by Landlord, Tenant shall furnish Landlord with the license numbers and descriptions of any vehicles of the Tenant Parties. Landlord
may charge Tenant an administrative fee of $50.00 per violation of the foregoing rules.

15. Tenant shall not go upon the roof of the Building without the written consent of Landlord. Any roof opening or
other work on the roof required at the Premises shall be performed by Landlord's roofing contractor, at Tenant's expense. Such
openings shall include, as required, supporting structures, angles, curbs, flashing ducts, and vents and grills. Landlord may refuse to
approve such roof opening or other work request if it may affect the roofs structural system, rnay void the roof warranty, or may
otherwise affect the integrity of the roofing system.

16. Tenant shall secure and keep in effect an effective pest control contract providing for periodic inspection and
treaunent for roaches, insects, rodents, termites, and other pests. If Tenant violates this requirement, Landlord may provide pest
control and bill Tenant the reasonable costs therefor.

17. Tenant shall not conduct any auction, fire, "going out of business," or
bankruptcy sales.

18. All trucks and delivery vans shall be parked in designated areas only and not parked in spaces reserved for cars.
All delivery service doors are to remain closed except during the time that deliveries, garbage removal, or other approved uses are
taking place. All loading and unloading of goods, freight, produce, and inventory shall be done only in and through designated
loading areas.

19. Tenant shall be responsible for the removal and proper disposition of all crates, oversized trash, boxes, and items
termed garbage frona the Premises. The corridors and parking and delivery areas are to be kept clear of these items. Tenant shall
provide convenient and adequate receptacles for the collection of standard items of trash and shall facilitate the removal of trash by
Landlord. Tenant shall ensure that liquids are not disposed of in the receptacles.

20. Landlord shall not be responsible or liable for lost or stolen personal property, equipment, or money occurring
anywhere in the Center, regardless of how or when the loss occurs.

21. Tenant shall give Landlord prompt notice of all accidents to or defects in air conditioning equipment, plumbing,
and electric facilities, or any part or appurtenance of the Premises.

22. Tenant shall not install, operate, or maintain in the Premises or in any other area, any electrical
equipment that
does not bear the U/L (Underwriters Laboratories) seal of approval, or that would overload the electrical system or any part of the
system beyond its capacity for proper, efficient, and safe operation as determined by Landlord, taking into consideration the overall
electrical system and the present and future requirements therefor in the Center. Tenant shall not furnish any cooling or heating to the
Premises, including the use of any electronic or gas heating devices.

23. Tenant will take all steps necessary to prevent: inadequate ventilation, emission of chemical contaminants from
indoor or outdoor sources, or both, or emission of biological contaminants. Tenant will not allow any unsafe levels of chemical or

D -
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WPBDOCS 9663564 6
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 biological contaminants (including volatile organic compounds ["VOCs"]) in the Premises, and will take all steps necessary to prevent
the release of contaminants from adhesives (for example,
upholstery, wallpaper, carpet, machinery, supplies, and cleaning agents) and
excess VOC levels.

24. Tenant shall comply with any recycling programs for the Center implemented by Landlord from time to time.

25. Tenant shall not place a load on any floor of the Premises exceeding the floor load per square foot area that such
floor was designed to carry. Landlord reserves the right to prescribe the
weight limitations and position of all heavy equipment and
similar items, and to prescribe the reinforcing necessary, if any, that in the reasonable opinion of Landlord may be
required under the
circumstances, such reinforcing to be at Tenant's expense.

26. All contractors performing work to the structure or systems of the Center must be approved by Landlord,

27. Landlord reserves the right to grant or deny access to the Center to any telecommunications service
provider that
is notcurrently serving the Center. Access to the Center by any telecommunications service provider (unless through Landlord's
current Building telecommunications provider's lines) shall be governed by the terms of Landlord's standard telecommunications
license agreement and access fees, which must be executed and delivered to Landlord by such provider before it is allowed any access
whatsoever to the Center.

28. Tenant may install a wireless data or communications system (or similar system) ("Wi-Fi Networe) for intranet,
intemet, or other cornmunications purposes within the Prernises. Such Wi-Fi Network shall not interfere with the use or operation of
any other space within the Center, including the operations of any tenant, licensee, concessionaire, or other occupant of the I3ui1ding.
Landlord shall have the sole right to determine if Tenant's Wi-Fi Network is causing interference. Should any interference occur,
Tenant shall take all necessary steps as soon as cornmercially practicable and no later than three calendar days
following such
occurrence to correct the interference. If such interference continues after such three calendar day period, Tenant shall
immediately
cease operating the Wi-Fi Network until such interference is corrected or remedied. Tenant shall limit Wi-Fi Network
use solely to
Tenant's employees within the Premises. Tenant shall indemnify, hold harmless, and defend Landlord (except for matters
directly,
resulting from Landlord's negligence or willful misconduct) against all claims, losses, or liabilities arising as a result of Tenant's use
or construction of any Wi-Fi Network. Tenant
acknowledges that Landlord has granted and/or may grant leases, licenses, or other
rights to operate a WI-FI Network to other tenants and occupants of the Center and to telecommunication service providers,

29. Landlord rnay, on request by any tenant, waive compliance by the tenant with any of the Rules and Regulations
provided that (a) no waiver shall be effective unless in writing and signed by Landlord or Landlord's authorized agent, (b) a waiver
shall not relieve the tenant from the obligation to comply with the rule or regulation in the future unless expressly consented to by
Landlord, and (c) no waiver granted to any tenant shall relieve any other tenant from the obligation of complying with the Rules and
Regulations unless the other tenant has received a similar waiver in writing from Landlord.

30. Whenever these Rules and Regulations directly conflict with any of the rights or obligations of Tenant under the
Lease, the Lease shall govern.

D - 3
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 EXHIBIT "E"

TENANT IMPROVEMENTS

Retail Space Improvements

1. Landlord's Work. Landlord shall perform the work described in EXHIBIT "E-1", Landlord's Work Schedule, in
a
good and workmanlike manner, using Building Standard materials and in accordance with all applicable governmental and legal
requirements, at Landlord's sole cost and expense ("Landlord's Work"). Other than as set forth in the preceding sentence or
otherwise expressly provided in the Lease, Landlord has made no representation or promise as to the condition of the Premises.
"Building Standard" shall mean the type, brand, grade, or quality of materials Landlord designates from time to tirne to be the
minimum quality to be used in the Center or, as the case may be, the exclusive type, brand, grade, or quality of material to be used in
the Center. When the Landlord considers Landlord's Work Substantially Complete, it shall notify Tenant of same and the parties shall
conduct a walk-through inspection prior to the Delivery Date to identify any items requiring completion. Neither Landlord's
representative nor Tenant's representative shall unreasonably withhold his or her agreement on punchlist items. Landlord shall use
reasonable efforts to cause the contractor performing the Landlord's Work to complete all punchlist items within 30 days after
agreement thereon; however, Landlord shall not be obligated to engage overtime labor in order to complete such items. Landlord shall
not perforrn any work other than the Landlords Work and shall not perform any work as to any portions of the Premises not
specifically addressed in the description of the Landlord's Work. On the Commencement Date, Tenant shall be deemed to have
inspected the Premises and be fully familiar with the physical condition of the Premises, and shall accept the Premises in its then
existing "as-is,'' "where-is'' condition, subject to remaining punch-list items. Landlord warrants that the Landlord's Work shall be free
from defects in materials and workmanship for a period of one year from the Commencement Date. Landlord shall correct any defects
to Landlords Work reported to it within the one-year warranty period. Landlord has made no other warranty, express or implied, or
representation as to fitness or suitability. Except under the express warranty provided in this paragraph, Landlord shall not be liable
for any latent or patent defect in the Premises, or any costs or expenses related in any way to the Tenant's Work.

2. Tenant's Work. Tenant shall, at its sole cost and expense, perfonn all work necessary or desirable for Tenant's
occupancy of the Premises (the "Tenant's Work or Improvements"). Tenant has stated and agreed that Tenant's Work will include
improvements costing not less $760,000 in addition to Landlord's Work and the Tenant Improvement Allowance. Within 21 days
after the Date of this Lease, Tenant shall furnish to Landlord, for Landlords written approval, two complete permit sets (final
construction drawings) of plans and specifications for the Tenant's Work (the "Plans). The Plans shall include the following: fully
dimensioned architectural plan; electric/telephone outlet diagram; reflective ceiling plan with light switches; mechanical plan;
furniture plan; electric power circuitry diagram; plumbing plans; all color and finish selections; all special equipment and fixture
specifications; and fire sprinkler design drawings. Tenant shall submit the approved Plans to applicable building authorities for permit
within five days following Landlord's approval and Tenant shall thereafter diligently pursue obtaining its building permits. The Plans
will be prepared by a licensed architect and the electrical and mechanical plans will be prepared by a licensed professional engineer.
The Plans shall be produced on CAD. The architect and engineer will be subject to Landlord's approval, which shall not be
unreasonably withheld. The Plans shall comply with all applicable laws, ordinances, directives, rules, regulations, and other
requirements imposed by any and all governmental authorities having or asserting jurisdiction over the Premises. Landlord shall
review the Plans and either approve or disapprove them within a reasonable period of tune. Should Landlord disapprove them, Tenant
shall make any necessary modifications and resubmit the Plans to Landlord in final form within ten days following receipt of
Landlord's disapproval of thern. Tenant shall thereafter diligently pursue obtaining its building permits for the Tenant's Work. The
approval by Landlord of the Plans or any similar plans and specifications for any other improvements or the supervision by Landlord
of any work performed on behalf of Tenant shall not: (a) imply Landlord's approval of the quality of design or fitness of any material
or device used; (b) irnply that the Plans are in compliance with any codes or other requirements of governmental authority; (c) impose

any liability on Landlord to Tenant or any third party; or (d) serve as a waiver or forfeiture of any right of Landlord.

The Tenant's Work shall be constructed by a general contractor selected and paid by Tenant and approved by Landlord. The
general contractor shall obtain a payment and performance bond in form complying with Section 713.23, Florida Statutes. A copy of
the bond, the contractor's license(s) to do business in the jurisdiction(s) in which the Premises are located, the fully executed contract
between Tenant and the general contractor, the general contractor's work schedule, list of all subcontractors, and all building or other
governmental permits required for the Tenant's Work shall be delivered to Landlord before commencement of the Tenant's Work.
Tenant shall cause the Tenant's Work to be completed promptly and with due diligence. Unless approved by Landlord in its sole
discretion, Tenant shall not have access to the Premises for the commencement of the Tenant's Work until Tenant and its vendors and
contractors have obtained all governmentally required permits for Tenant's Work separate froin any permits obtained by Landlord for

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 Landlord's Work, if any. Tenant's Work shall be performed in accordance with the Plans and shall be done in a good and
workmanlike manner using new materials in accordance with Building standards. All work shall be done in compliance with all other
applicable provisions of this Lease and with all applicable laws, ordinances, directives, rules, regulations, and other requirements of
any governmental authorities having or asserting jurisdiction over the Premises, including the making of any alterations or
improvements to the Premises or the Center which are required to comply with the ADA. Before the conunencement of any work by
Tenant, Tenant shall furnish to Landlord certificates evidencing the existence of builder's risk, commercial general and auto liability,
and workerscompensation insurance complying with the requirernents for contractors set forth in the Alterations article of this Lease,
or as otherwise required by Landlord. Any damage to any part of the Center that occurs as a result of Tenant's Work shall be
promptly repaired by Tenant.

Landlord shall be responsible for standard retail impact fees and a restaurant use of up to 150 interior/exterior seats. Tenant
shall be responsible for any and all impact fees and tap and connection fees above 150 seats.

3. Compliance. Tenant shall also ensure

compliance with the following requirements concerning construction,
including all future Alterations:

3.1 Tenant and all construction personnel shall abide by Landlord's reasonable job site rules, requirements, and
regulations (whether supplemental or additional to the requirements set forth in this Lease, so long as Tenant is provided with same),
and fully cooperate with Landlord's construction representatives in coordinating all construction activities in the Center, including
reasonable rules and regulations concerning working hours, parking, and use of the construction elevator, if applicable.

3.2 Tenant shall be responsible for cleaning up any refuse or other materials left behind by construction
personnel at the end of each work day.

3.3 Tenant shall deliver to Landlord all forms of approval provided by the appropriate local governmental
authorities to certify that the Tenant Improvements have been completed and the Premises are ready for occupancy, including original
building permit and a final, unconditional Certificate of Occupancy or its equivalent, including a Certificate of Completion or
Certificate of Final Inspection.

3.4 At all times during construction, Tenant shall allow Landlord access to the Premises for inspection
purposes (provided that such access shall be at Landlord's sole risk). On completion of the Tenant Improvements, Tenant's general
contractor shall review the Premises with Landlord and Tenant.

3.5 Workers shall provide their own temporary toilet facilities, trash facilities, water coolers, and construction
materials durapsters and shall locate them along with any construction trailers or field offices in areas specifically designated by
Landlord.

3.6 Any work that rnay disturb tenants of the Building (including welding, cutting torch, drilling or cutting of
the concrete floor slab or temporary interruption of any utility service and painting or spraying of chemicals, varnishes, lacquers,
finishes, or paint), shall only occur at times mutually agreed to by Landlord and Tenant.

3.7 Reasonable quantities of water and electricity for lighting, portable power tools, and other common uses as
well of the construction elevator will be furnished to the contractor at a cost to be assigned at the completion of the job based on
as use

usage during the build-out period (including Building standard charges for use of the elevator). The contractor shall make all utility
connections, furnish any necessary extensions, and promptly and professionally remove such connections and extensions on
completion of work.

3.8 Any work that will involve the draining of

a sprinkler line or otherwise affect the
Building's fire sprinkler
system rnust be approved by Landlord in advance. In all instances where this is done, ihe systern shall not be left
inoperable overnight
or over a prolonged period.

3.9 All equipment installed shall be compatible with the base building fire alarm system and the contractor
shall perform work related to any connection to the base building fire alarm system only after proper notification to Landlord and on
an after-hours basis.
Any disruption to the existing fire alarm system or damage as a result of Tenant's contractor's work will be the
sole responsibility of Tenant.

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WPBDOCS 9663564 6

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 3.10 All additional electrical circuits added to existing electrical panels or any new circuits added to new
electrical panels will be appropriately labeled as to the area or equipment serviced by the circuit in question. Any electrical panel
covers removed to facilitate installation or connection shall be reattached.

3.11 All workers must stay in their designated work areas and the use of radios, loud rnusic, alcoholic beverages,
narcotics, or smoking of any kind is prohibited on the Center, whether electronic or otherwise, during such workers construction of the
Tenant's Work.

3.12 Any roof opening required at the Premises shall be performed by Landlords roofing contractor, at Tenant's
expense. Such openings shall include supporting structures, angles, curbs, flashing ducts, and vents and grills. Landlord may refuse
to approve such roof opening request if it may affect the roofs stnictural system, may void the roof warranty, or may otherwise affect
the integrity of the roofing system.

3.13 Tenant shall deliver to Landlord copies of all Notices to Owner in connection with the Tenant
Improvements within 5 days of receipt of such notices.

3.14 Should a Notice of Commencement be filed in the public records for leasehold work by or on behalf of
Tenant, the legal description therein shall specifically be limited to Tenant's interest in the Premises, and Tenant shall be responsible
for having a corresponding Notice of Termination timely recorded in the County in which the Premises is located upon the completion
of such work.

3.15 Upon completion of the Tenant Improvements Tenant shall also deliver to Landlord two complete copies of
each of the following:

(a) "as-builr construction documents in PDF file forrnat on CDs;

(b) general contractor's one-year warranty and subcontractor warrantees, as well as factory warrantees
on equipment installed;

(c) fire sprinkler system permit set of drawings (if required by governmental authorities);

(d) final payment application from general contractor;

(e) final releases of lien from Tenant's general contractor and all lienors giving notice as defined in
the Florida Construction Lien Law and a final contractor's affidavit from the general contractor in
accordance with the Florida Construction Lien Law, indicating all "lienors" have been paid in full; and

(0 documentation from the applicable govermnental agency evidencing that all final inspections have
been completed and all building and other governmental permits have been closed and evidence that any
Notice of Commencement filed in connection with the Tenant Improvements has been duly terminated in
accordance with the requirements of Florida Construction Lien Law.

3.16 Landlord, or its agent or contractor, may supervise the performance of Tenant's Work and any Alterations
so
long as Landlord, its agent or its contractor, do not unreasonably interfere with Tenant's construction or completion of Tenant's
Work.

4. Tenant Delays. If Landlord or the general contractor is delayed in substantially completing Landlord's Work as a
result of the occurrence of any Tenant Delay (as hereafter defined), then, (i) any deadlines set forth in this Lease for Landlord's
delivery of the Premises shall be extended day for day for each day of Tenant's Delay, and (ii) notwithstanding anything contained in
this Lease to the contrary, for purposes of deterrnining the Commencement Date, the date of delivery of the Premises shall be deemed
to be the day that Landlord's Work would have been Substantially Completed absent any Tenant Delay(s). For purposes of this
provision each of the following shall constitute a "Tenant Delay": (a) Tenant's failure to furnish information or to respond to any
request by Landlord or any design consultant for any approval within any time period prescribed, or if no time period is prescribed,
within five (5) Business Days of a request, including any information required to prepare the Plans; or (b) Tenant's insistence on
materials, finishes, or installations that have long lead times after having first been informed that the materials, finishes, or

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WPBDOCS 9663564 6
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 installations will cause
a Tenant Delay; or (c)
changes in the Plans or Landlord's Work, other than those changes necessitated by
applicable governmental rules and regulations; or (d) any material error in the Plans or other documents caused by Tenant, or its
employees, agents, independent contractors, or consultants.

5. Changes. Tenant shall be responsible to reirnburse Landlord for all costs resulting from changes to Landlords
Work requested by Tenant, other than those changes necessitated by modifications to the interior staircase design and elevator bank
Each such change must receive the
area.
prior written approval of Landlord, such approval not to be unreasonably withheld or
delayed; however, (a) if such requested change would adversely affect (in the reasonable discretion of Landlord) the Building's
structure or the Building's systems (including restrooms or mechanical rooms) or the exterior of the Premises including Common
Areas, or (b) if Landlord deterrnines that any such requested change might materially delay the then
anticipated Substantial
Completion date, Landlord may withhold its consent to such change(s) in its reasonable discretion. Such costs shall be paid to
Landlord within 30 days of receipt of invoice. Such payments by Tenant shall not be considered additional rent.

6. Tenant Improvement Allowance.

6.1 If and for as long as Tenant is not in default under this Lease
beyond any applicable notice, grace and cure
periods, Tenant shall be entitled to a tenant improvement allowance (Tenant Improvement Allowance or "Allowance") in the
amount of $75.00 per square foot and as further set forth in Section 6.2. The Tenant Improvement Allowance shall be paid to Tenant
in reimbursement for the total out-of-pocket costs
paid by Tenant for Tenant's Work including, without limitation, the design
professional fees costs of construction of the Tenant's Work, Tenant's furniture, trade fixtures, and equipment, and low voltage
cabling and wiring. If the total amount paid by Tenant for the Tenant's Work is less than the Tenant Improvement Allowance, Tenant
shall not receive cash or any credit against Rent for the unused portion of the Allowance.

6.2 Landlord's obligation to pay any portion of the Tenant Improveinent Allowance is subject to the following
terms: After Tenant has verified payments to Tenant's contractors and completed Tenant's Work (including architectural and
engineering costs), free of liens and claiins, costing at least $350,000 (as evidenced by contractor's lien releases and all other receipts
and supporting documentation concerning such payments as
required by Landlord), Landlord shall pay the Allowance in installments
disbursed on a percentage basis has outlined in the EXAMPLE below, and otherwise in accordance with the requirements of
Landlord's Lender. The Landlord's Allowance disbursements following the Tenant's initial $350,000 work cost contribution will be at
a fixed ratio of 50% of each submitted contractor draw, minus 10%
retainage. Each request for disbursement shall be itemized on the
AIA G702/703 form (or other form acceptable to Landlord) and shall be accompanied by a contractor's affidavit from Tenant's
general contractor in accordance with the Florida Construction Lien Law, releases of lien from the Tenant's general contractor and all
lienors giving notice as defined in the Florida Construction Lien Law, copies of paid receipts for all items as to which reimbursement
is sought, and evidence of payment, including cancelled checks, and such other
backup information as Landlord may reasonably
request. Following exhaustion of Tenant's $760,000 required contribution to buildout, Tenant shall provide a document showing the
remaining costs associated with completing the buildout and a revised Allowance disbursement schedule as outlined in the Example
below. Any retainage will be paid upon final receipt of confirmation of Tenant's Work completion and submission of final releases of
lien from Tenant's general contractor and all lienors giving notice as defined in the Florida Construction Lien Law (in form
required
by Landlord) and a final contractor's affidavit from the general contractor in accordance with the Florida Construction Lien Law, and
all other receipts and supporting information concerning payment for the work that Landlord may reasonably request.

The following EXAMPLE assumes a total build-out (total Tenant Work cost) of $1,750,000.

1. Tenant shall be responsible for payment of the fffst $350,000 of constnietion costs (hard & soft) for Tenant's
Work. This leaves a total build-out balance of $1,400,000.

2. The Tenant Improvement Allowance equals $759,150 ($75.00 per square foot).

3. After Tenant has verified the first $350,000 of Tenant's Work costs has been
paid by Tenant, Landlord and
Tenant shall be responsible for the next $820,000 on shared 50% 50% basis on a monthly draw basis (i.e.,
-

Landlord's obligation up to $410,000). This leaves a total Tenant Work build-out balance of $580,000 (Said
balance shall be detailed in an itemized budget prepared by Tenant outlining the remaining costs associated with
completing the buildout).

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WPBDOCS 9663564 6

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 4. After the completion and payment ill the manner described in Example Item #3 above, Landlord shall have a
rernaining Tenant Irnprovement Allowance balance of $349,150. Thus, Landlord's remaining Tenant Improvement
Allowance obligation of $349,150 represents 60% of the remaining total buildout balance of $580,000.

5.After the cornpletion of Example Item #4 above, Landlord and Tenant shall be responsible for the rernaining
Tenant Work build-out costs on shared 60% 40% basis (with Landlord's obligation not to exceed the reniaining
-

Tenant Improvement Allowance balance of $349,150). Leaving a total buildout balance of MOO.

Per this example, Tenant will be responsible for $992,000 (57%) of the total build-out and Landlord's TI
contribution of $759,150 equals 43% of the total buildout costs.

6.3 Tenant's right to request reimbursement of the Tenant Improvement Allowance shall be valid until the date that
is 365 days after the Rent Commencement Date of this Lease. Work not completed and properly invoiced to Landlord prior to such
date, together with all required documentation as set forth above, shall not be eligible for reimbursement from the allowance and
Tenant shall thereafter be solely responsible for the costs of the Tenant Iinprovements without reimbursement from Landlord, If
Tenant is in default under this Lease beyond any applicable notice, grace and cure periods, or if Landlord has received written notice
of any unpaid claims relating to any portion of the Tenant Improvement work or materials in connection therewith (other than claims
which will be paid in full from such disbursement) and threat of liens as a result thereof, or if there is an unbonded lien outstanding
against the Center, the Premises, or Tenant's interest therein, by reason of work done, or claimed to have been done, or materials
supplied or specifically fabricated, clanned to have been supplied or specifically fabricated, to or for Tenant or the Premises, Landlord
may, in addition to all its other available rights and remedies, withhold payment of any unpaid portion of the Tenant Improvement
Allowance, even if Tenant has already paid for all or a portion of the cost of the Tenant Improvements. These Tenant Improvement
Allowance provisions shall not apply to any additional space added to the original Premises at any time after the Date of this Lease,
whether by any options under this Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the
event of a renewal or extension of the initial Lease Term, whether under any
options under this Lease or otherwise, unless expressly so
provided in this Lease or an amendment to this Lease.

Notwithstanding anything to the contrary contained herein, if Landlord fails to pay the Tenant Improvement Allowance to
Tenant as and when provided above, and Tenant gives Landlord written notice of non—payment and Landlord fails to pay the
Allowance within 15 days of Tenant's notice, and Tenant has fully complied with its obligations for payment of the Tenant
Improvement Allowance, Tenant shall have the option, at its sole discretion, of offsetting any Rent or other payments next coining due
or payable to Landlord, until such time as Tenant has
cornpletely recouped the entire Tenant Improvement Allowance.

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WP13DOCS 9663564 6

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 EXHIBIT "E-1"

LANDLORD'S WORK SCHEDULE

Landlord shall deliver the Premises to Tenant upon the Commencement Date with the following improvements only
("Landlord's Work"):

Standard 4%0 inde Two Pane lnsidalecl Crea, Plate &ass Sloretont GlanC0 and laeas aS
Storeeront thsurts Vie Ate atiectstal Pia% Wu torA ga.4e niUliliol rrallIv iir aettecl xeurd
Storefront

L andleKd vrovicle dente A r 3

Enaarre DOSS For Leata Spacer. Orer T 40O sr Lease.
Entrance Do-dr
Spaies under T
400 St mil Pe brodiclod istrli a a Nee 3 4 14 -0 duce Som. Front EntrairiCe
DOW Srec Front tric, rordro:a

Rear Door 3910e 3%0 9 rib rello4 meta Ober Tian:WO located al toms:Chad Or
tote Dented 34 el-
Posers as per arc hrtgel,jrar plass and Ice. snaite Service iveas
Ctex P.i1IJII4 vartd4 freers 9'4' lo OV.CY feet

Cleat H. lam Petal 'AGround Float 13 4' ;41 Ptah 10

Retal 'r tarots ham 9 ó a deteartInd on beaten
16 J3'

Rolle 'V rhatfelt fteen I t .0.So 10 -0' de pehelng on fccatIon

Vedic al Trardnerlatsyr Londrora she Dio.rde iifl circa' h 4 a6spV1.0:101-1 1
err creo1cr, sla
and rarrupsr reoa red tsy timer .311105 VenJliIt, PLIAS :OS nieganrc EOM Tao eleraSSe 04

lailnIrriken at 3 tra0 1, taint oannorele AIMDe !CV%

required Integarcle.7 AO0OPflC4Iail
Ccurpreiger nstalkd acerato-al one ;popeyed and twee, oli Dv Lim yevalor sornearl• aro
weal fetwo lAtIna Suit eopectoi al Ire 'WOO/ SPaW dower, TIiOL.-lJljIlSiill Iv felierr14 Pc
=IOWA= for urc.dutro 4-4 iiJllllllltle anal' Slat nori ie.c.ICCrrset bon of Ittlnell %cm Ai
ece ,c al 'env Pc, rie ekraSar Elevator odursiniert crony deste-s ard'Oe eg+flone, r•
1150 ethatof ha- prre,t1tet.in Si^o I ett110100 lo gonad e eats at Naas, Phi, reclesstiv
el+tengflt !Mar eg.ifJle Wu, 00.1 ele:lics carats a Mit vatlagelt 0.3 103 k la Um yeriate

cowerle a.eas are lc accrual', well .1.ktt 9tkat rct freligge SoeSe.ful Mel tug/01124'4re esello
Ligat IP.Seed tor r Tomini concrete ilab %It's 34 Aide taw:fete tula115O10..A3Cleks•gle *Ws and
Veretont
Floor Cow-mark Teriares re spere.culd,
EjlerIcr Wars mrill espoted kkiscray Stn..cLual Sleelo.Comrele :hat
EFtrIrri2
eriar g
rniahare an STC rating cf !!.3 lor greo}er roweed to .1,-kquately ccolan sccfnj e pzecthl re he
11

gerriit,.ir,iIl, prerrîr.esl

Apasee, to structre i-jodorilde CP Md Mori Terwas Nil Ise responsible for mar-barred
EAMES
weber noise- !pre!: inn" NI STC netineeri rcc.f le,ers
Code naninum 11,211r.) tor Ma unooa.:reo stell Terussl lesseassIblily
Ltalka
ElClileÕ HIV e la be cow Lied lr. tre fena 45 Ifecere s igrase eell a in-nis cies Weal servce
futrelo [Mean reel 51,0fr1t and rake Sgegef C41,Sgfe Ce lear lea: raj a mil man of 300. La 'la
WOO anw 3 One a Age 12131C4 1411 se cOce VIkei Relatil A OM 0174s for racr, 1.4.4
rievIral Sonia %Liles nere ISO stren.fo, each suns. nett C 1:1:0 angry Service
cree..t ard Ares 11çr11 Iiir.t .41 se ei .y.l1.S0 CCaheru Algae lra Pserrites la-4We ge
pav0llralP1lls4l Or ry inefee lrolt title, meg Ire on arca, is wit orauritIli re"surr
elopes la! fee Serase ri banal lees aral wee' fgei ffearl OwC.
=IOU
011111retelein & Teruel eelogarge.c pc akrtkarkp eloetrit .1141-1,SLIILVI1)Îge passel
Paga

E-1 -
1

WPBDOCS 9663564 6
1/14119
 anip'120
225 lunclon bon shall he Gramme $r the tkildlnd styiband Wain and Van
Facade
•
Instalatcn shall be at feraelfs sole cosl
r setense The LL stall picielde SPZEC
Abe lenarl s Sverkhgear fon future lerara NAME' and payer ClItIJII tfeakess wed Lo be
delenr/ red ekelno design ol tenet Eleclrical connections 10 allot Tenard s sta-tage reycept fey

wry :NIL On tbe cait of ihe Pre rnlsesi Arm flial cog-no:Pen LO taunt lbedno ccntol panel

Tenart veil be responsible for HYAC throughout Tie space Ccreul pa.ei nays Oar split sysWns
relnaerant anesels 10 eetertar coneenser
'yard has teen provided

Eel/went Distbulbri and Ihennoslats shal te ger:lode] hy Lenart Tenarl & Lairlion1 is
wooed rei chaseroam. greasesilate ua a r daelhol, 5a IF, R.). and al reAl erne
to re
jitlacteLoth
VAC 015 Frith:11o%
tf.111C11 &HIS Cirf.r.ors atl appulenareen py lenani
Stal sp of ea ata-nen l be refold
L.rord 2124 Ile Impair Foes Lb to and Write-Judi stan3yo Feral unn. renahl 14%31 re
resnansb'e foe ar terFarl creel% Impact Fees a MOO 550 seats

Po-1.VA. hater meta:a-Fe nem:m[0m

lo OUC man t.lIr.br 43145/ .1.4 A asle wale. ted OUC
Utlittyfacters
ereel %react le
OIX a eto.rit
ranl
L wallerd Shall Leant* a
2 1.1101 unler bra-ir pees tr. rse lator 1aPir feed lc eac !taw
oFhcCe lollYalor meter ter Focal:ea cLIeellY 10 fee leiloOsncc 1 encrir Ft mono-ruble tor
VVater
appirtria le Ororn5 tar, hes C-amriFISOloi; KrI)C kb, vent/ sentfe Te•Aril is resaCes be la
nro vac Our criri Ohl r Foaled aver.ve dal1r nee, 01 hale. t3r SIV Ten ani snate
altricrt: shall xovlie A eznoed 4 hut Oh/Mini hasie norm. IFC k,VLe :eat space Eacri
Leased Uafe Le NYC 0 Sandal., 3i3.rap Cntte.34 rrcil venire:4-e if{fIl level t Oa roof
To: Mit( flan. to VP.11IliO kedge wed pent LOLL nd Teroot Fri -ea sheet e fiend pylon Art-
yin ..peo Tie lcennirvjt.rJ.ptpsllln %pax es OlCI cap fcs blare 111.4 rehaid Fs lespanotre
kw=
Cif et Onsr.*E4 act 13,•ne fit Feel aryl anr al1p5CaCre rineehxl Free Colt rer Crlehdo
Semi Be mr11 Feeo all be: snaraed as parl Of tee Coy Cyl.c14o's oeser41 res fer lhe Tenari
lioreoreA,ents Tlicxe tee& All le Nib] t0I Cny Q Ledo Scher Bence! Pee slandatd lee
CFF

hOurt•re

Gas pCa iVreeke 2' U•li Ire earl 2 PSI Iru ulwe at Town in 114141.1,
P ot U al
Gys ectrdriab-ri or one gat meter 11/r5-t ieceif oldie lQ.IbJ alertly IWO' rhe unity.

fiSsira,rni LAVIX1 Oa fiteeileutilfy slabs fa. Tceintin Rnst Ramo

Filly %arra lered PaPPAI1 Sysle-Ti tot .sn orlon sp-ve msetra Ocde nInrtuv
Ssclril,in rerminen eeLls &Lase...Ate! Splitiell num AIIIIIMIIIkt/414 Sedll Wel. !mac.: ties wva top.4:01
s(ga .ler heals jetl be praierke
Cork olnroorn caress ocillna era 211/110 and Are airm .as tP41LJ11V3 Dy ceeel.
11,er/sired by Coat Land 670 vat yres167 hare tar tdro de safely ar.d find aWrii System ad
fiLtAlam rerArtra I descilìg
D1 :WC A connections lor eleTasol ;referees Py T e
nark

jilleffieliC 74111- 2 echbats of 4sue shal be moue/A lo a localldn evrihn lhe premises pnJl feces included

L widtxd wll trodde rninrre_rn Insuiallon vat.te of R-19 al tre ethanol Years includrid ru-nro a1
SPIriloev walls :rid ìrdi.e ol R-33 al ire me or !he rrintsurn reEllOCCI bn
cac.c.:
inascrry

ADA Access Landlord shall provkle ALIA-appnaerd suhtc acceis nel as access eecpred

HaMe-
r_Als_a_p
Sentles
Amileatie LTA. tun parNryd lal and care, ours*, areas aid Ccfrircan Areas lo sl
and exits MTV Prerrýses hilarity serade and rnalong per local codes and
ittenni:When
ocessltillite
LZFIEROF0 shall vonecre at accLarenlallan defronstralng lr,e fceericery ADA
'requirements have been rr.e1
• grease l re by Land brd %Whiled ,rto spice Grease taps praaded Lsydceci Grease
interceptor localbn deslanaled lyy Lardlord Tenant lo cbarn lursdichon appraeal %here
C./ease Lint d required 03T afensC 0.aste
If
Bicldrig A SOUTH One 11) 4" dna 4X 1210 galc,rs
Eluildria Q. NORTH One l I y 4" lre l X 1210 dalbns

E-1- 2
WPBDOCS 9663564 6
1/14119
 lJtdUi B One (1i cline 1% 1270 tisions %Fussed by both tenants
aulma C One -
q11) 4' line 3% 1250 ganans

n4'4 Iuil
Tenart 10 prwKle s neceSsarY 1.7 Tenant s use
MErm

pon,1 Fihao,r.,
filtaiaLIM
Frconnq Tenant to pomade
Tram Endosuras Located behti d BOO no C

Tenant ll be responsible lot allotting its oval pennt to complete store Fran Landlord shell

l.andlord, in coordination with Tenant, shall pro% kl; n:jsoilthly Ltkinplete c‘mior p.itio tor th,:
exclusi‘v use by Tenant's patrons. includine hut not limited to, toos-rcte slab prop.:11> slopcd and
&nine&

Prior to Landlord's dchiery of the Premises. a representative of Tenant shall have full zuxess to
the Premises to confirm work has ken completed as agreed upon in Work Letter.

The costs of any changes to Landlord's Work requested or required by Tenant will be paid to Landlord by Tenant within 30
days following invoice therefor, subject to Exhibit E.

E-1- 3
WPBDOCS 9663564 6
1/14/19
 EXIIIBIT "F"

INTENTIONALLY OMITTED

WPBDOCS 9663564 6

1/14/19
 EXHIBIT "G"

Ivanhoe Place

SIGN CRITERIA

Concept Exterior Signage Elevations for (1) Anchor Tenant

1.; THE YARD AT IVANHOE PLACE 11 Retail Building A
Proposed Location for Halo Lit Tenant Signage
Placement: Stair Tower (90 sq ft max)

111; URI 1111 11111

Mine
••

11111 1111 lil i ••••••••r.

Ne.ehlte.rion Noce U s NvltI Eon, em

ISTral6rMie;'5!'fr-rI-7°61."
Proposed Location for Halo Lit Tenant Signage
Placement: Main Entry Door (90 sq fi max)

tirr.temn
Bldg Frontage 17T-0" +/-
Proposed Location for Halo Lit Tenant Signaae (60 sq(t max)
rIOLGF..C141 Paul I LI CAW, 1111.11.11.11fe
g..;:reiLi:Aliziry
•

1-1M2i1=1:11
I I !MUM 11111 11111 1111111111 111111111 l I 111111111111111 I k
II • —
—
[.
ii11111 gig
Bldg Frontage 173.-0" +/-
T ENANT REQU I REMENT 5: All Exterior Signage Elevations Must Be Submitted to Property Management for T lurk W ritten Approval. SubmIsslon Shall Be T o Scale and Must
Contain All Colors, Material Specs, LIghlIng Effects and Size References, as well as installation Methodology. All Internally Illuminated
Slgnage Must U Illize H olo-L if W hile ED L
and be Controlled vla T irner Photocell. External Illumination (I.e. spotlight fixtures) Are Not PermItled. BuildIng A Is Deslgned lor Multi-T enant
Use, T herefore W hen T enant
Space Reconfiguration Occurs, T he Exterior SIgnage Plan Is T o Be Re evoulated Such T hat All T enonls MaIntaln Signage Area Rlghts. Slgn Permits are RequIred by City of Orland
and Coples of the Issued PermIt(s) Shall Be Provided to Property Management.

G -

WPBDOCS 9663564 6
1/14/19
 EXHIBIT "H"

COMMENCEMENT DATE LETTER

IVANHOE PLACE PROPCO, LLC

c/o Real Estate Inver lad Development LLC, 101 S. Eola Drive #1205
Orlando, Florida 32801

Re: Lease Dated, by and between IVANHOE PLACE PROPCO, LLC, as

Landlord, and THE HALL AT THE YARD LLC, as Tenant (the "Lease")

Dear •

This will confirm that:

1. Any and all Landlord Work has been satisfactorily performed in accordance with EXHIBIT "E" of this Lease and as of
the date of this notice Tenant has inspected the Premises; and

2. The Commencement Date is, the Rent Commencement Date is, and the
expiration date of the Lease Term is; and

3. Tenant has read and understands the terms and conditions of the Lease and had, or was given the opportunity to have, its
legal counsel review and negotiate the Lease.

4. Tenant hereby ratifies and confirms its obligations under the Lease, and represents and warrants to Landlord as of the
no defenses thereto. Additionally, Tenant further confirms and ratifies that, as of the date hereof,
date hereof that it has
(a) the Lease
is and remains in good standing and in full force and effect, and (b) Tenant has no clahns, counterclairns, set-offs or defenses against
Landlord arising out of the Lease or in any way relating thereto or arising out of any other transaction between Landlord and Tenant
except as provided in the space below. If there are no such claims, counterclaims, set-offs or defenses, please specify "None'.

Sincerely,

IVANHOE PLACE PROPCO, LLC, a Florida limited liability

company

By: —

Name:
Title:

WPBDOCS 9663564 6
/14/19
1
 ACKNOWLEDGED AND AGREED:

TENANT:

THE HALL AT THE YARD LLC, a Florida limited liability company

By:
Name:
Title:

Date Executed:

G -
2
WPBDOCS 9663564 6

1/14/19
 GUARANTY

THIS IS A GENERAL GUARANTY WHICH IS ENFORCEABLE BY THE LANDLORD, ITS SUCCESSORS AND
ASSIGNS. THIS IS ALSO AN ABSOLUTE AND UNCONDITIONAL GUARANTY.

The
undersigned (the "Guarantor") absolutely and unconditionally guaranties the prompt and full payment, performance
and observance
by THE HALL AT THE YARD LLC, a Florida limited liability company (the "Tenant"), and by its successors and
assigns, of (a) all obligations to pay Rent and all other sums and charges payable by Tenant under that certain Lease to which this
Guaranty or a fonn of this Guaranty is attached as an exhibit (the "Lease"), between IVANHOE PLACE PROPCO, LLC, a Delaware
limited liability company (the "Landlord"), and Tenant for space at Ivanhoe Place, 1412 Alden Road, Orlando, Florida 32803, and
(b)
the full performance and observance of all of the covenants, tenns, conditions, and
agreements provide to be performed and observed
by Tenant under the Lease, whether before, during, or after the Lease Term, subject to the limitations on this Guaranty from and after
the Reduction Date as provided below. Guarantor represents and warrants that he/she has a direct financial interest in Tenant and
has
received valuable consideration for entering into this Guaranty. Capitalized terms not otherwise defined in this Guaranty shall have the
meanings ascribed to such terrns in the Lease.

This is an absolute and unconditional guaranty of payment and of performance and not collection and Landlord may
proceed
directly against Guarantor without first proceeding with any remedies against Tenant. This Guaranty shall not be irnpaired by, and
Guarantor consents to, any modification, supplement, extension, or amendment of the Lease to which the parties to the Lease may
hereafter agree. Presentment, notice, and demand on Tenant or Guarantor and subsequent dishonor are not conditions to proceeding
against Guarantor and are hereby waived by Guarantor.

Until all the covenants and conditions in the Lease on Tenant's part to be
performed and observed are fully performed and
observed, Guarantor: (a) shall have no right of subrogation against Tenant by reason of any payments or acts of performance by
Guarantor, in compliance with the obligations of Guarantor hereunder; (b) waives any right to enforce any remedy which Guarantor
now or hereafter shall have against Tenant by reason of any one or more payments or acts of performance in compliance with the
obligations of Guarantor hereunder; and (c) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to
the obligations of Tenant to Landlord under tile Lease,

In connection with any suit, action, or other proceeding, including arbitration or

bankruptcy, arising out of
in any manner
or
based on or relating to this Guaranty,
including tort actions and actions for injunctive, declaratory, and
provisional relief, the
prevailing party shall be entitled to recover actual attorneys', paralegals', and legal assistantsfees and disbursements (including
disbursements which would not otherwise be taxable as costs in the proceeding), and expert witness fees, including fees for litigating
the entitlement to or amount of fees or costs owed under this provision, and fees in connection with
bankruptcy, appellate, or
collection proceedings.

Any legal action

or proceeding
arising out of or in any way connected with this Guaranty shall only be instituted in a court
(federal orstate) located in the county in which the Premises are located, which shall be the exclusive jurisdiction and venue for
litigation concerning this Guaranty. Landlord and Guarantor shall be subject to the jurisdiction of those courts. The execution of this
Guaranty and performance of its obligations by Guarantor, for purposes of personal or long-arrn jurisdiction, constitutes doing
business in the State of Florida under Section 48.193, Florida Statutes. In addition, Landlord and Guarantor waive
any objection that
they may now or hereafter have to the laying of venue of any action or proceeding in those courts, and fiirther waive the right to plead
or claim that any action or proceeding brought in any of those courts has been brought in an inconvenient forum. All
payments to be
made by Guarantor under this Guaranty shall be payable at Landlord's office at IVANHOE PLACE PROPCO,
LLC, c/o Real Estate
Inverlad Development LLC, 101 S. Eola Drive #1205, Orlando, Florida 32801.

Guarantor's obligations under this Guaranty shall be effective as of the Date of the Lease, and shall also continue in full force
and effect after any transfer of the Tenant's interest under the Lease, during any renewals or extensions of the Lease
Term, and during
any holdover by Tenant after expiration of the Lease Tenn.

The liability of Guarantor under this Guaranty shall in no way be affected, modified, or diminished by reason of any of the
following, regardless of whether Guarantor receives notice of them, all of which notices Guarantor expressly waives: (a) any
assignment, renewal, modification, amendment, or extension of the Lease, or (b) any modification or waiver of or change in any of the
terms, covenants, and conditions of the Lease by Landlord and Tenant, or (c) any extension of time that may be granted by Landlord

WABDOCS 9663564 6
1/14/19

EXHIBIT B
to Tenant, or (d) any consent, release, indulgence, or other action, inaction, or omission under or in respect of the Lease, or (e) any
dealings, or transactions, or matters between Landlord and Tenant that may cause the lease to terminate, including without limitation,
any adjustment, compromise, deferral, waiver, settlement, accord and satisfaction, or release of Tenant's obligations under the Lease,
or (f) any bankruptcy, insolvency, reorganization, liquidation, arrangement, assignment for the benefit of creditors, receivership,
trusteeship, or similar proceeding affecting Tenant, or the rejection or disaffirmance of the Lease in any proceedings, or any cap on
Landlord's claim against Tenant in any such proceedings, whether or not notice of the proceedings is given to Guarantor. Further,
Guarantor waives all defenses to its obligations under this Guaranty based on any delay between the effective date of the Lease and
the date of Guarantor's execution of this Guaranty, including the defense of lack of consideration, and Guarantor agrees that,

notwithstanding any such delay, Guarantor has received sufficient consideration for its execution of this Guaranty, the delivery of
which is a condition to Landlord's obligations under the Lease.

If Landlord assigns the Lease or sells the Building, Landlord may assign this Guaranty to the assignee_or transferee, who
shall thereupon succeed to the rights of Landlord under this Guaranty to the sante extent as if the assignee were an original guaranteed
party named in this Guaranty, and the same rights shall accrue to each subsequent assignee of this Guaranty. If Tenant assigns or
sublets the Premises, the obligations of the Guarantor under this Guaranty shall remain in full force and effect,

Limitatim. Notwithstanding anything in this Guaranty to the contrary, so long as there has been no default by Tenant under
the Lease (continuing beyond applicable notice, grace and cure periods) on or prior to the fourth anniversary of the Commencement
Date (the "Reduction Date), and Tenant is not in default of the Lease beyond any applicable notice, grace and cure periods on the
Reduction Date, then, on and after the Reduction Date, Guarantor's total monetary liability under this Guaranty shall not exceed an
amount calculated by adding the following amounts (the "Guaranteed Amount"): (i) 24 monthly installrnents of Base Rent under the
Lease plus (ii) 24 monthly installments of additional rent for Tenant's Allocated Share of Operating Costs, with the Base Rent and
additional rent to be calculated at the rates applicable as of the date of the Tenant's default under the Lease; provided that the
following obligations shall not be limited by the Guaranteed Amount: Landlord's costs of collection and attorneysfees (the "Non-
Released Obligations). In addition, provided there has been no default by Tenant under the Lease (continuing beyond applicable
notice, grace and cure periods) on or prior to the expiration of the initial 123 month Lease Term, and Tenant is not in default of the
Lease beyond any applicable notice, grace and cure periods on such date, then Guarantor shall be released from this Guaranty and this
Guaranty shall be void and of no further force or effect at the end of the initial Lease Term, except for any existing obligations of
Tenant arising prior to such release date (to the extent of the Guaranteed Amount and excluding the Non-Released Obligations).

LANDLORD AND GUARANTOR KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY WAIVE TRIAL BY

JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM INVOLVING ANY MATTER WHATSOEVER ARISING OUT
OF OR IN ANY WAY CONNECTED WITH THIS GUARANTY AND THE LEASE.

J L WILSON, Guarantor

Guarantor's address:

Guarantor's
Guarantor's Driver's License N
D.L. State of Issuance:

Dated:

WPÐDOCS 9663564 6
1/14/19
STATE OF -E. L
) ss
COUNTY OF Cf.)
4:5-1r\--y—
The foregoing instrument was acknowledged before me this Z. day of, 202 by JAMAL WILSON,
who is personally known to me or who has produced Dv u as identification.

OFFICIAL NOTARIAL SEAL: iAvv1/4 %JAI v

dv
(type, print, or stamp name)

ANDREA MERKEL NOTARY PUBLIC

..,0:;•Vv'';',:",
Notary Public Slate of Florida
•
o -

0•":
Commission # FF 949006 rh

My co rnmission expires: 0 1

1-2...y
My Comm. Expires Jan 24, 2020
r"F Bondodthrough Nallonal Holvy Assn.
0

Commission No. P.F z iZko

WPBDOCS 9663564 6
1/14/19
 FIRST AMENDMENT TO LEASE AGREEMENT

The parties to this First Amendment to Lease Agreement (the "Amendment") are IVANHOE PLACE PROPCO,
LLC, a Delaware limited liability company authorized to transact business in Florida (the "Landlord"), and THE HALL AT
THE YARD LLC, a Florida limited liability cornpany (the "Tenanr), who, for good and valuable consideration, the receipt
and sufficiency of which are acknowledged, agree as follows:

Background.

1.1. Landlord and Tenant entered into that certain Lease dated January 28, 2019 (the "Lease) for
Premises in Retail Building "A" of Ivanhoe Place located at 1412 Alden Road, Orlando, Florida 32803.

1.2. The parties have now agreed to expand the Premises to include additional space.

1.3. Landlord and Tenant now wish to amend the Lease on the terms and conditions contained in this
Amendment.

same definitions given

used but not defined in this Amendment shall have the
2. Definitions. Capitalized terms
to them in the Lease, unless the context clearly indicates a contrary intent. If there is any conflict between the terms of this
Amendment and the Lease, the terms of this Amendment shall control. For purposes of this Amendment, the term "Date of
this Amendmenr shall mean the date on which this Amendment is executed by the last one of the parties to do so.

3. Expansion of Premises. The Premises shall be expanded to include additional 2,228 square feet on the
second floor which is depicted as "Expansion Space" in the sketch attached to this Amendment as EXIHBIT "A" and made
a

Amendment well all of the demised under the Lease, as if such

part of this (the "Expansion Space), as as space previously
additional space was included as part of the Premises from the date of the Lease. EXHIBIT "A" attached to this Amendment
"B" to the Lease for all purposes. The Rentable Area of the
replaces the Level I and Level 2 plans attached as EXHIBIT
under this Amendment and the Lease to be 2,228 square feet on the
Expansion Space is conclusively deemed for all purposes
second floor. The Rentable Area of the Premises, including the Expansion Space, is conclusively deemed for all purposes
under this Amendment and the Lease to be 12,550 square feet. This square footage figure includes an add-on factor for
Common Areas in the Building and has been agreed upon by the parties as final and comet and is not subject to challenge or
term Premises is used in the Lease or this
dispute by either party. From and after the Date of this Arnendment, whenever the
it
Amendment shall include the originally demised Premises and the Expansion Space.

4. Allocated Share. Tenant's Allocated Share shall be increased to 50.50%.

5. Security Deposit. Tenant shall increase the Prepaid Rent by an additional amount of $6,999.82, to be paid to
Landlord upon execution of this Amendment by Tenant.

6. Prepaid Rent. An additional amount of $6,999.82 (Base Rent, Operating Costs, and sales tax for Expansion
Space for the first month of the Lease Term for which rent is due and not credited), to be paid to Landlord upon execution of
this Amendment by Tenant.

Base Rent. The following Base Rent schedule, effective as of the date of this Amendment, replaces Section
13 of the Lease:

WPBDOCS 9895316 2
3/14/19

EXHIBIT C
 Period Rate P/S/F Monthly Rate P/S/F Monthly Total Monthly Total Period
Per Annum Base Rent Per Annum Base Rent Base Rent Base Rent
(10,322 sf.) (10,322 sf.) (Expansion (Expansion (12,550 sf.) (12,550 sf.)
Space) Space)
Months 1-3 $38.00 $0.00* $28.00 $0.00* $0.00* $0.00*
Year 1 $38.00 $32,686.33 $28.00 $5,198.67 $37,885.00 $454,620.00
Year 2 $38.00 $32,686.33 $28.00 $5,198.67 $37,885.00 $454,620.00
Year 3 $38.00 $32,686.33 528.00 $5,198.67 $37,885.00 $454,620.00
Year 4 $38.00 $32,686.33 $28.00 $5,198.67 $37,885.00 $454,620.00
Year 5 $38.00 $32,686.33 $28.00 $5,198.67 $37,885.00 $454,620.00
Year 6 $41.80 $35,954.97 $30.80 $5,718.53 $41,673.50 $500,082,00
Year 7 $41.80 $35,954.97 $30.80 $5,718.53 $41,673.50 $500,082.00
Year 8 $41.80 $35,954.97 $30.80 $5,718.53 541,673.50 $500,082.00
Year 9 $41.80 535,954.97 $30.80 55,718.53 $41,673.50 $500,082.00
Year 10 $41.80 $35,954.97 $30.80 $5,718.53 $41,673.50 $500,082.00

Base Rent amounts shown above do not include applicable sales tax, which shall be paid by Tenant together with payment of
Base Rent.

*See Section 4.5 of the Lease.

Construction of Expansion Space/Improvements.

8.1. Tenant Improvements. All terms and conditions of EXHIBIT "E" to the Lease shall apply to the
Expansion Space as if such space were included in the original Premises.

Tenant Improvement Allowance. If and for as long as Tenant is not in default under the Lease
8.2,
beyond any applicable grace period, Tenant shall be entitled to an additional tenant improvement allowance in the amount of
$40.00 per square foot for the Expansion Space (the "Tenant Improvement Allowance or "Allowance"). All tertns,
requirements, and conditions of Section 6 of EXHIBIT "E" to the Lease for payment of Allowance funds shall also apply to
the Expansion Space Allowance.

9. Ratification. Except as modified by this Amendment, the Lease shall remain otherwise unmodified and in
full force andeffect and the parties ratify and confirm the terms of the Lease as modified by this Amendment. The Lease, as
amended, contains the entire agreement between Landlord and Tenant as to the Premises, and there are no other agreements,
oral or written, between Landlord and Tenant relating to the Premises. Tenant certifies: (a) that it has no offsets, defenses, or
claims as to Landlord's or Tenant's obligations under the Lease; (b) that there are no defaults existing under the Lease on the
part of either Landlord or Tenant; and (c) there is no existing basis for Tenant to terminate the Lease. All future references to
the Lease shall mean the Lease as modified by any and all prior amendments and by this Amendment.

10. Broker. Landlord and Tenant each represent and warrant that they have neither consulted nor negotiated
with any broker or finder regarding the Preinises, except the Colliers International, Central Florida ("Landlord's Broker) and
Gulf Coast Commercial, LLC, d/b/a Hybridge ('Tenant's Broker"). Landlord shall pay Landlord's Broker and Tenant's
Broker pursuant to separate written agreements, provided that neither the foregoing nor anything else in the Lease is intended
to grant such Broker(s) any rights under the Lease or make them third party beneficiaries of this Amendment. Tenant shall
other
indemnify, defend, and hold Landlord harmless from and against any claims for commissions from any real estate broker
than Landlord's Broker and Tenant's Broker with whom it has dealt in connection with this Amendment. Landlord shall
due Landlord's Broker and
indemnify, defend, and hold Tenant harmless from and against payment of any leasing commission
Tenant's Broker in connection with this Amendment and any claims for commissions from any real estate broker other than
Landlord's Broker and Tenant's Broker with whom Landlord has dealt in connection with this Amendment. The terms of this
section shall survive the expiration or earlier termination of the Lease.

11. Outdoor Patio & Terrace Areas. The Outdoor Seating Area as defined in Section 37 of the Lease shall be
increased to approximately 2,730 square feet of terrace space on the Second floor of the Building as shown on EXHIBIT A.

WPBDOCS 9895316 2

3/14/ 192
 12. Miscellaneous Provisions. Submission of this Amendment by Landlord is not an offer to enter into this
Amendment but rather a solicitation for such an offer by Tenant. Landlord shall not be bound by this Amendment until
Landlord has executed it and delivered it to Tenant. This Amendment constitutes the final agreement between the parties. It is
the complete and exclusive expression of the partiesagreement on the matters contained in this Amendment. All prior and
contemporaneous negotiations and agreements between the parties on the matters contained in this Amendment are expressly
inerged into and superseded by this Amendment. The provisions of this Amendment may not be explained, supplemented,
or

qualified through evidence of trade usage or a prior course of dealings. The parties may amend this Amendment only by a

written agreement of the parties that identifies itself as an amendment to this Amendment or the Lease. The parties may
execute this Amendment in multiple counterparts, each of which constitutes an original, and all of which, collectively,
constitute only one agreement. Landlord and Tenant intend that faxed or PDF format signatures constitute original signatures
binding on the parties. This Amendment is effective upon delivery of one executed counterpart from each party to the other
party. In proving this Amendment, a party must produce or account only for the executed counterpart of the party to be
the words "include," "includes," and "including" shall mean considered
charged. Whenever placed before one or more items,
as part of a larger group, and not limited to the itern(s) recited. The word "or is used in the inclusive sense of "and/or; the
word "any'' means "any and all"; and the words "will" and "shalr are intended to express mandatory actions and may be used
with no difference of meaning or intent for purposes of this Amendment. Each party has reviewed this
interchangeably
Amendment and all of its terms with legal counsel, or had an opportunity to review this Amendment with legal counsel, and is
not relying on any representations made to him by any other person concerning the effect of this Amendment. This
Amendment shall be interpreted without regard to any presumption or rule requiring construction against the party causing this
Amendment to be drafted. No inference shall be drawn from the modification or deletion of versions of the provisions of this
Amendment contained in any drafts exchanged between the parties before execution of the final version of this Amendment
that would be inconsistent in any way with the construction or interpretation that would be appropriate if the prior drafts had
never existed.

13. NO RELIANCE. EACH PARTY AGREES IT HAS NOT RELIED UPON ANY STATEMENT,
REPRESENTATION, WARRANTY, OR AGREEMENT OF THE OTHER PARTY EXCEPT FOR THOSE
EXPRESSLY CONTAINED IN THIS AMENDMENT.

[SIGNATURES ON NEXT PAGE)

WPBDOCS 9895316 2

3/14/ 193
 IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment as of the Date of this
Amendment.

WITNESSES: LANDLORD:

IVANHOE PLACE PROPCO, LLC, a Delaware limited liability

--- cornpany
72—
Signature of Witness 1

Adt go.
Sof /1rNi By:
__.....

Print name of Witness 1.1 Name: C lu".e..i 0 4:411 ..t•

Title: e
Yilmky

Sig
67• 1 tur,4f izieeDate
Witness 2
Executed: 9114 iifi

GeA'AY HCAl 1

Print name of Witness 2

TENANT:

\N 6,—r
S !na re
e—

of Witness
\

1
1ft ---. THE HALL AT THE YARD LLC,
company corporation
a Florida limited liability

hc) in.ne._ Ni le S
Print.
me of Witness
/

1 By:
Name: -g.,_04
•

3--
Viiiv\mi m •

1.4.)LSc,1

,NAll-cu
,V
Sigiiila
ure of Wnriess 2-
Title: nAya
•
me4A wk.

P\ 1 L qb x t re,:j2eftiu Date Executed: L1

ii?
1.
lao 0
Print nark& of Witness 2
Tenant's Taxpayer Identification Number: g-g- l 2 g q .5 78

WPBDOCS 9895316 2

3/14/ 194
 REAFFIRMATION AND MODIFICATION OF GUARANTY

The undersigned Guarantor joins in the execution of the First Amendment to Lease Agreement to which this
agreement is attached and specifically agrees as follows:

The undersigned Guarantor acknowledges that he/she has read and agrees to be bound by all of the terms of the First
Amendment to Lease Agreement.

The undersigned Guarantor represents and warrants that he/she has no claims, offsets, or defenses whatsoever as to
any of his/her obligations under the Guaranty executed by him in connection with the Lease.

The undersigned Guarantor restates, reaffirms, and confirms all of the terms and provisions of the Guaranty,
including, but not limited to, all of the representations and warranties set forth in the Guaranty, all of which shall remain
unmodified and in full force and effect, except that the Guaranty shall now include all amounts which may become due
Landlord, and all of the covenants, terms, conditions, and agreements to be performed and observed by Tenant, under the
Lease, as modified by the First Amendment to Lease Agreement, subject nevertheless to Limitations contained in the Guaranty,
The undersigned Guarantor guaranties payment of all such amounts and full performance of all such covenants, terms,
conditions and agreements, in the manner and under the terms of the Guaranty.

LANDLORD AND GUARANTOR KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY WAIVE TRIAL

BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM INVOLVING ANY MATTER WHATSOEVER
ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE GU TY AND THE LEASE

WITNESSES: JAMA ILSON. Guarantor

•

Guarantor's address:
Signature of Witness 1

Print name of Witness 1 Guarantor's

Guarantor's
D.L. State
Signature o itness 2

& MOO -t
Date Executed: CI t 1, 2019

Print natneJ f W itness 2

WPBDOCS 9895316 2
3/14/19 R-1
 EXHIBIT "A"

LOCATION OF PREMISES

---

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WPBDOCS 9895316 2

3/14/19 B-1
 LIMITED LIABILITY COMPANY RESOLUTIONS

The undersigned Manager of THE HALL AT THE YARD LLC, a Florida limited liability company (the
"Company"), hereby certifies that the following is a true and correct copy of Resolutions adopted at a duly called meeting of
the Members and Managers of the Cornpany held on tit Lt, 2019, at which a quorum of Members and
Managers were present and voting throughout:

"BE IT RESOLVED that this Company enter into a First Amendment to Lease Agreement with IVANHOE
PLACE PROPCO, LLC, a Delaware limited liability company (Landlord") for space in Ivanhoe Place,
1412 Alden Road, Orlando, Florida 32803.

BE IT FURTHER RESOLVED that the Manager or Managing Member or any other member of this
Company, acting singly or together, be and hereby is and are authorized and directed to negotiate the specific
terms and conditions of the Amendment and the Rent and charges in connection therewith and to execute and
deliver on behalf of this Company the Amendment, security agreements, financing statements, certificates,
be
estoppels, subordination, attomment, and non-disturbance agreements, and such other documents as may
or required by Landlord with respect to the Amendment.
necessary

BE IT FURTHER RESOLVED, that the foregoing Resolutions are in conformity with the Articles of
Organization and the Operating Agreement of the Company, and are within its powers. The authority given
under these Resolutions shall be deemed retroactive to the extent necessary or convenient for the full
effectuation of these Resolutions. In such event, all acts performed prior to the adoption of these
Resolutions, but which are necessary or convenient for the full effectuation of these Resolutions, are hereby
ratified, adopted, and affirmed. The authority conferred by these Resolutions shall continue in full force and
effect until actual written notice of revocation of these Resolutions shall have been received by the
Landlord."

I FURTHER CERTIFY (i) that the above Resolutions were duly and regularly enacted at a meeting of the Members
and Managers called for that purpose and held in accordance with the Articles of Organization and Operating Agreement of the
the statutes of the State of Florida; (ii) that the Members and Managers of the Company have full power and
Company and
Resolutions are in full force and effect and have not been
authority to bind the Company pursuant thereto; and (iii) that the
altered, modified, or rescinded in any way.

IN WITNESS WHEREOF, I have affixed my name as MAA,A5las tifofnikt- of the Company, and have affixed the seal
of the Company this 2149day of
Art-IL, 2019.

WPBDOCS 9895316 2
3/14/19
 SECOND AMENDMENT TO LEASE AGREEMENT

The parties to this Second Amendment to Lease Agreeinent (the "Amendment") are IVANHOE PLACE PROPCO,
THE YARD LLC, a Florida limited
LLC, a Delaware limited liability company (the "Landlord"), and THE HALL AT
for and valuable consideration, the receipt and sufficiency of which are
liability company (the "Tenant"), who, good
acknowledged, agree as follows:

1. Background.

1.1. Landlord and Tenant entered into that certain Retail Lease dated January 28, 2019 (the "Lease) for
the fist floor and partial second floor of the Retail Building "A", known as Ivanhoe Place located at 1412 Alden Road,
Orlando, Florida 32803.

1.2. Landlord and Tenant entered into that certain First Amendment to Lease Agreement dated April 21,
on the second floor.
2019, among other things, expanded the Premise to include additional space located

1.3. Landlord and Tenant now wish to amend the Lease on the terms and conditions contained in this
Amendment.

2. Definitions. Capitalized terms used but not defined in this Amendment shall have the same defmitions given
to them in the Lease, unless the context clearly indicates a contrary intent. If there is any
conflict between the terms of this
of
Amendment and the Lease, the terms of this Amendment shall control. For purposes of this Amendnaent, the term "Date
this Amendmenr shall rnean the date on which this Amendment is executed by the last one of the parties to do so.

Delivery Date. Section 1.9 of the Lease is deleted and replaced with the following:

1.9 Delivery Date. February 1, 2020. Landlord remains obligated to deliver the Premises and Landlords
Work in the condition required by the Lease. Landlord shall provide Tenant with at least five (5) days prior
written notice of substantial completion of Landlords Work (which notice may also be via email or
shall mean the date Landlord's
telephonic). "Substantially Com plete or "Substantial Completion"
Work is substantially completed to Tenant's reasonable satisfaction except for punchlist items or
insubstantial details concerning construction, decoration, or mechanical adjustment remain to be
as set forth in Exhibit "E", Section 1.
performed, and Landlord will complete any punchlist items

4. Commencement Date. The Commencement Date is agreed to be August 1, 2020, but in no event later than
the date Tenant opens for business to the public in any part of the Premises.

5. Rent Commencement Date. The Rent Commencement Date is agreed to be November 1, 2020, but no later
than 90 days after the Commencement Date as it is finally determined.

6. Tenant hnprovements/Additional Costs. Landlord has incurred changes to its base building construction
Date of this Amendment is estimated to be $424,312 (pertaining to the cost items
arising from Tenant's Work which as of the
defined on the attached EXHIBIT "A'), and Tenant has agreed to pay for such charges as a deduction from the Tenant
Allowance. Upon completion of the changes related to the foregoing,
Landlord will provide Tenant with final
Improvement
of costs and the above stated figure will be adjusted accordingly. In the event Tenant terminates this Lease
documentation
will pay to Landlord the amount for such changes
under Section 2.3 of the Lease with respect to its Approvals, then Tenant
incurred by Landlord as stated in this paragraph within ten days of the termination.

7. Tenant Improvements/Walk-Through Inspection. Notwithstanding Section I of Exhibit "E", when the

the parties shall conduct a walk-
Landlord considers Landlords Work Substantially Complete, it shall notify Tenant of same and
Such walk-through may occur after the revised Delivery Date
through inspection to identify any items requiring completion.
stated above.

8. Tenant Improvements/Allowance. The second full paragraph of Section 6.3 of Exhibit "E" to the Lease is
deleted.

WPBDOCS 10041520 4
3/2120

EXHIBIT D
 9. Ratification. Except as modified by this Amendment, the Lease shall remain otherwise unmodified and in
full force and effect and the parties ratify and confirm the terms of the Lease as modified by this Amendment. The Lease, as
amended, contains the entire agreement between Landlord and Tenant as to the Premises, and there are no other agreements,
oral or written, between Landlord and Tenant relating to the Premises. Tenant certifies: (a) that it has no offsets, defenses, or
claims as to Landlord's or Tenant's obligations under the Lease; (b) that there are no defaults existing under the Lease on the
All future references to
part of either Landlord or Tenant; and (c) there is no existing basis for Tenant to terminate the Lease.
the Lease shall mean the Lease as modified by any and all prior amendments and by this Amendment,

10. Miscellaneous Provisions. Submission of this Amendment by Landlord is not an offer to enter into this
Amendment but rather a solicitation for such an offer by Tenant. Landlord shall not be bound by this Amendment until
Landlord has executed it and delivered it to Tenant. This Amendment constitutes the final agreement between the parties. It is
the complete and exclusive expression of the partiesagreement on the matters contained in this Amendment. All prior and
in this Amendment are expressly
contemporaneous negotiations and agreements between the parties on the matters contained
merged into and superseded by this Amendment. The provisions of this Amendment may not be explained, supplemented, or
evidence of trade usage or a
prior course of dealings. The parties may amend this Amendment only by a
qualified through
written agreement of the parties that identifies itself as an amendrnaot to this Amendment or the Lease. The parties may
execute this Amendment in multiple counterparts, each of which constitutes an original, and all of which, collectively,
constitute only one agreement. Landlord and Tenant intend that faxed or PDF format signatures constitute original signatures
binding on the parties. This Amendment is effective upon delivery of one executed counterpart from
each party to the other

party. In proving this Amendment, a party must produce or account only

for the executed counterpart of the party to be
charged. Whenever placed before one or more items, the words "include," "inchides," and "includine shall mean considered
not limited to the recited. The word "or is used in the inclusive sense of "andice; the
as part of a larger group, and item(s)
word "any" means "any and all"; and the words "will" and "shalP are intended to express mandatory actions and may be used
interchangeably with no difference of meaning or intent for purposes of this Amendment. Each party has reviewed this
Amendment and all of its terms with legal counsel, or had an opportunity to review this Amendment with legal counsel, and is
not relying on any representations made to hirn by any other person concerning the effect of this Amendment. This
Amendment shall be interpreted without regard to any presumption or rule requiring construction against the party causing this
Amendment to be drafted. No inference shall be drawn from the modification or deletion of versions of the provisions of this
Amendment contained in any drafts exchanged between the parties before execution of the fmal version of this Amendment
that would be inconsistent in any way with the construction or interpretation that would be appropriate if the prior drafts had
never existed.

11. EACH PARTY AGREES IT HAS NOT RELIED UPON ANY STATEMENT,
NO RELIANCE.
REPRESENTATION, WARRANTY, OR AGREEMENT OF THE OTHER PARTY EXCEPT FOR THOSE
EXPRESSLY CONTAINED IN THIS AMENDMENT.

[SIGNATURES ON NEXT PAGE]

2
WPBDOCS 10041520 4
3/2/20
 IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment as of the Date of this
Amendment.

WITNESSES: LANDLORD:

IVANHOE PLACE PROPCO, LLC, a Delaware limited liability

company
Signature of Witness 1

Pt43-1 By-.
tint nam of Witness I Name: ---;b41
Title: r (r-
j
Date Executed:
of Witness 2
1,f) /20
Signature

P-0 eePr,AbAti'7,
Print name of Witness 2
TENANT:

THE HALL AT THE YARD LLC, a Florida limited liability

igna ure of Witness 1
company corporation
,r

By:
Name: Zeftivap L 04. Iffl 0A)
Title:
j14/1..
ÇJI VV iLlJ. Gaa
0151141,W

Plfatr /1e,11471
Date Executed: lid LO
Print of Witness
name 2

WPBDOCS 10041520 4
3/2/20
 EXHIBIT "A"

The Yard @ Ivanhoe Retail A

- Doc bate. 1-15.20

Owner Construction Rep. iievIew of Submitted Retail A Change Order

Review includes information stibrnItted by Galnsborough Group on 10/10/194 orig wore J. 10/M/19 (supporting )nfo 10128113 (revised

quote and oddithanal doc support ) and 1/9/20 (revised quote );

Review does NOT include review of interior renovations or applicable added deslgn costs;

Cost Cost

Category
Description of Change lmpa st

Plan reprodu:ilon and additionai metal stud engineering, $ 4,830

RI,QJ lackJerinlogs & Sons: Generai Conditions ít 4.25% of total 13,820
Supervision rotated to derays (ts wits @ $1,957) (split agreed $44,1309 X 69_2%) 31,007
9,541
New flat/ horizontal structure! concrete beams at roof line Unit/des retail S

Deduct raked {sloped) Stt uctur al beams at roof line $ 15,1501

2200
Add concrete block oats / openings
,Dr.nrylprovide &install
iirdu. Cut-in, door at existing blocked wall 2,000

Masonry extended supervision, scaffolding, shoring and other rental related defay costs 5,682
wks St,i36a
Chl
Or.ck
LP

Sluno
Add Chill & brick to fill in area that was previously storefront 14,934
mor ítise tird walls and center core Rea) walls from 14to 19' (change
65,559
required to support Tat' rap f cod cong:oal HVAC equip rotated 00 0
reduced precast stone caps S (22,2_19i
,Ccedit
Add exterior roof bar joist, exterior roof decking & interior structural angle support at 2nd floor
49,916
openings where multiple hood/ other ducts now penetrate;
Deduct Sloped roof support trusses (material on d loam slopod
- meta Iframing system supporting mot was
LEn ohis: 4g ,1681
steel bor joists)
repinced by fie rra of system supported by
Šu;'""`
Add s(eel curbs and angle reinforcing to support rooftop in/AC equip. 5 67,8170

Add asterior and este rlor framing / sheathing *tenor pamper framing/ sheathing sapportieg nurugoted
i3,73C1
panels & geo rated interior duct sfrofts from brd fk to roofequip)
Acid corrugated metal panels at exterior east and west parapet walls
39,691
ladded to conceal rooftop 1-1VAC eq
Ad d new flat roofing system rcanrprere new quote new -
ra C roof dmiong e system Os piny crorpierper need of
93,105
frasKog & fastoNlog crkkers at/around rnerit(pfe roof rop equrp orquj
Deduct prior sloped roofing system ¡credit entire preurous quote) [72,101)
Add vinyl canvas awning araa 5 3,918
Add storefront and spandrel glass system ¡mingle-re new:rote) isksoa
Deduct storefront (credit wake preWous quote nesicrifeeZ glass in orig scope)
- 1179,000)
Add plumbing 4tomr water piorng osrociared interror roof rirciage system preV,Ions sroped roof sinter))
-
re fieri
$ 40,025
received in (00fi r1f
aa
egrenOrgutter orld uloIsnspocct system crecJiJ

,o

Add grease traps ¡Nardi: 'Idol 2 new greose rraps %Oath ere in addition to l drawl,hicktdea in contract; Sown, Fill $ 19,732
added life salary required egress stair foundation, re-pipe oird use s esisrlog
& rap 2 existing grease traps impacted by
grease trap one add .1 new larger grease PapJ Agreed to Split $39,464/2
Sub Total $ 305,452
nsborough roura.: Overhead & Fee at 15% $ 43,745 15%
anzranoxf
0:111gror Ja ck Jermings & Sons: Overhead gt Fee at 3.75% $ 13,095 4%
murrazdt
R.oct Baker Barrios; Additional Design Fee's & Expenses $ 62,020
Current Additional Cost Total $ 424,312

50,245 $ 43.745

A-1

WPBDOCS 10041520 4
3/2/20
 REAFFIRMATION AND MODIFICATION OF GUARANTY

The undersigned Guarantor joins in the execution of the Second Amendment to Lease Agreement to which this
agreement is attached and specifically agrees as follows:

The undersigned Guarantor acknowledges that he has read and agrees to be bound by all of the terms of the First
Amendment to Lease Agreement.

defenses whatsoever as to any of

The undersigned Guarantor represents and warrants that he has no claims, offsets, or

his obligations under the Guaranty executed by him in connection with the Lease.

The undersigned Guarantor restates, reaffirms, and confirms all of the terms and provisions of
the Guaranty,
forth the all of which shall remain
including, but not limited to, all of the representations and warranties
set in Guaranty,
unmodified and in full force and effect, except that the Guaranty shall now include all amounts which may become due
all of the terms, conditions, and provide to be performed and observed by Tenant, under
Landlord, and covenants, agreements
the Lease, as modified by the Second Amendment to Lease Agreement. The undersigned Guarantor guaranties payment of all
and under the terms
such amounts and full performance of all such covenants, terms, conditions and agreements, in the manner
of the Guaranty.

LANDLORD AND GUARANTOR KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY WAIVE TRIAL

BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM INVOLVING ANY MATTER WHATSOEVER
ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE GUARANTY AND THE LEASE

WITNESSES: IA WILSON, Guarantor

Signature of Witness I

LarSil it aisA.
Print me of Witness I Guarantor's
Guarantor's Driver's License No
• D.L. State of Issuance: MI
Signature of Witness 2
Date Executed: 7 tt. ‘7...
peour
Print of name tfe-IvAt
Witness 2

WPBDOCS 10041520 4
3/2/20
 LIMITED LIABILITY COMPANY RESOLUTIONS

The undersigned Manager of THE HALL AT THE YARD LLC, a Florida limited liability company (the
is a true and correct copy of Resolutions adopted at a duly called meeting of
"Company"), hereby certifies that the following
the Members and Managers of the Company held on, 2020, at which a quorum of Members and
Managers were present and voting throughout:

"BE IT RESOLVED that this Company enter into a Second Amendment to Lease Agreement with
IVANHOE PLACE PROPCO, LLC, a Delaware limited liability company ("Landlord") for space in
Ivanhoe Place, located at 1412 Alden Road, Orlando, Florida 32803.

BE IT FURTHER RESOLVED that the Manager or Managing Member or any other member of this
authorized and directed to negotiate the specific
Company, acting singly or together, be and hereby is and are
and to execute and
terms and conditions of the Amendment and the Rent and charges in connection therewith
deliver on behalf of this Company the Amendment, security agreements, financing statements, certificates,
estoppels, subordination, attornment, and
non-disturbance agreements, and such other documents as may be
or required
by Landlord with respect to the Amendment.
necessary

BE IT FURTHER RESOLVED, that the foregoing Resolutions are in conformity with the Articles of
within its powers. The authority given
Organization and the Operating Agreement of the Company, and are
under these Resolutions shall be deemed retroactive to the extent necessary or convenient for the full
effectuation of these Resolutions. In such event, all acts performed prior to the adoption of these
for the full effectuation of these Resolutions, are hereby
Resolutions, but which are necessary or convenient
ratified, adopted, and affirmed. The authority conferred by these Resolutions shall continue in full force and
effect until actual written notice of revocation of these Resolutions shall have been received by the
Landlord."

FURTHER CERTIFY (i) that the above Resolutions were duly and regularly enacted at a meeting of the Members
arid Managers called for that purpose and held in accordance with the
Articles of Organization and Operating Agreement of the
statutes of the State of Florida; (ii) that the Members and Managers of the Company have full power and
Company and the
to bind the thereto; and (iii) that the Resolutions are in full force and effect and have not been
authority Company pursuant
altered, modified, or rescinded in any way.

IN WITNESS WHEREOF, I have affixed my name as of the Company, and have affixed the seal
of the Company this day of, 2020.

WPI3DOCS 10041520 4
3/2/20
R- 1
 THIRD AMENDMENT TO LEASE AGREEMENT

The parties to this Third Amendment to Lease Agreement (the "Amendm enr) are IVANHOE PLACE PROPCO, LLC,
a Delaware limited liability company authorized to transact business in Florida (the "Landlord"), and THE HALL AT THE
YARD LLC, a Florida limited liability company (the "Tenant"), who, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, agree as follows:

Background.

1.1 Landlord and Tenant entered into that certain Retail Lease dated January 28, 2019 (as amended, the
"Lease) for Premises in Retail
Building "A" of Ivanhoe Place, located at 1412 Alden Road, Orlando, Florida.

1.2 Landlord and Tenant entered into that certain First Amendment to Lease Agreement dated April 19,
2019, which, among other things, expanded the Premises to include additional space on the Second Floor of the Building.

1.3 Landlord and Tenant entered into that certain Second Amendment to Lease Agreement dated March
2, 2020.

1.4 Landlord and Tenant now wish to amend the Lease on the terms and conditions contained in this
Amendment.

2. Definitions. Capitalized terms used but not defined in this Amendment shall have the same definitions given
to them in the Lease, unless the context clearly indicates a
contrary intent. If there is any conflict between the terms of this
Amendment and the Lease, the terms of this Amendment shall control. For purposes of this Amendment, the term "Date of this
Amendmenr shall mean the date on which this Amendment is executed by the last one of the parties to do so.

3. Delivery Date. In furtherance of Section 1.9 of the Lease as modified by the Second Amendment to Lease
Agreement, the parties confirm that the Delivery Date is February 1, 2020 and is not subject to the final or substantial completion
of Landiord's Work.

4. Commencement Date. in furtherance of Section 4 of the Second Amendment to Lease

Agreement, the parties
confirm that the Commencement Date is August 1, 2020.

5. Rent Commencement Date. In furtherance of Section 5 of the Second Amendment to Lease Agreement, the
parties confirm that the Rent Cornrnencement Date is Novernber 1, 2020.

6. Rent Abatement. Landlord will abate the monthly Base Rent and additional rent for
Operating Costs owed
for the three (3) months of November 2020, December 2020, and January 2021 (collectively, the "Abated Renr).

7. Deferred Rent. Subject to the Tenant's repayment obligations set forth below, Landlord shall defer collection
of the following amounts: (i) February 2021 Base Rent, Operating Costs, and sales tax in the amount of $48,749.62, (ii) a
portion
of March 2021 Base Rent, Operating Costs and sales tax equal to $38,749,62, (iii) a portion of April 2021 Base Rent, Operating
Costs and sales tax equal to S38,749.62, and (iii) a portion of May 2021 Base Rent,
Operating Costs and sales tax equal to
$38,749.62. Collectively the total deferred rent is $164,998.48 (collectively, the "Deferred Rent"). Taking into account the
Deferred Rent, Tenant shall pay the renlaining amounts of Rent for the deferred rent months in
payments of $10,000 per month,
which is inclusive of sales tax, for each of the three months of March, Apri I, and May 2021 as and when due. Tenant shall
commence payment of full monthly Base Rent and Operating Costs without reduction or abatement on June 1, 2021.

8. Repayment. The Deferred Rent shall be repaid by Tenant in seven equal monthly payments of $23,571.21
together with Tenant's Base Rent payments commencing June 1, 2021 through December 1, 2021 until fully paid.

9. Cooler Locations. Tenant has requested Landlord to provide locations for two Tenant coolers (one small and
one
large as shown) and Landlord agrees to provide the locations shown on EXHIBIT "A" during the Lease Term under these
conditions: Tenant shall not store any flammable materials, explosives, or any other inherently dangerous material in the coolers.
Tenant shall accept possession of the cooler space locations in "as-is" condition and Landlord shall have no obligation whatsoever

WPBDOCS 10737305 2
10/21/21

EXHIBIT E
to furnish, render, or supply any services, work, material, fixture, decoration, or equipment with respect to the coolers. Landlord
shall not be liable for any theft, loss or damage of any items stored in Tenant's coolers from any reason whatsoever. Landlord,
at its expense and with reasonable notice to Tenant, may relocate the coolers to other locations as needed. Tenant shall
pay for
all electric utilities used by its coolers upon invoice to Landlord (unless such utilities are metered to Tenant and
separately paid
directly by Tenant). Upon expiration of the Lease Term, Tenant's coolers shall be removed in accordance with the End of Term
article of the Lease.

10. Expansion of Outdoor Seating. Tenant has requested the right to use the following additional exterior areas:
(i) Additional outdoor seating adjacent to the silo as depicted in EXHIBIT "B", and (ii) the existing silo ("Silo") for purposes
of use of a multi-keg beer tap as shown on EXHIBIT "B" to serve the Outdoor Seating Areas. The additional outdoor seating
and Tenantuse of the silo for the stated use only shall be considered Outdoor
Seating Area as defined in Section 37 of the Lease
for all purposes. Hereafter, wherever the term "Outdoor Seating Aree is used in this Amendment or in the
Lease, it shall be
deemed to mean the Outdoor Seating Area as defined in Section 37 of the Lease and the expanded patio area and Silo uses defined
herein. Tenant shall ensure that all Tenant insurance, including liquor liability, shall include the expanded Outdoor Seating Area
and Silo use. Tenant will maintain the interior of the Silo,
taps, kegs and all equipment in good order and condition and repair
any damaged caused by Tenant or its patron's use. If requested by Landlord at end of the Lease Term, Tenant will remove all of
its Silo equipment and restore the Silo to its original condition. No additional alterations to the Silo will be
permitted without
Landlord's prior consent as required by the Alterations article of the Lease.

Tenant agrees immediately to take any steps that Landlord shall require in order to insure compliance with
applicable
law as to the service of alcoholic beverages, whether in the Outdoor Seating Areas/silo or Premises. lf
any Tenant Parties are
cited by any governmental or legal authority for any illegal activity within the Premises or
any Outdoor Seating Areas, including,
the sale of illicit
drugs or the serving of alcohol to individuals who have not yet attained the State of Florida's minimum drinking
age, on more than two separate occasions (i.e., two separate dates as opposed to two violations/citations issued on the same date)
in any 12 consecutive month
period during the Lease Term, then without limiting any other right or remedy of Landlord, (i)
Landlord may require Tenant to establish a plan acceptable to Landlord and Tenant to minimize and avoid
any such future
activities within the Premises, and (ii) if any Tenant Parties shall be cited for any such illegal activities on four
(4) separate
occasions/dates during any 12 consecutive month period during the Lease Term, then Landlord shall have the
right to impose
reasonable regulating procedures which Tenant shall be obligated to strictly follow throughout the remainder of the Lease Term
or consider such situation an uncurable default,
including limiting or restricting Tenant's use of the silo or Outdoor Seating
Area(s).

l 1. Default or Breach. In the event Tenant fails to strictly perform under the terms of this Amendment
including
any payment required under this Amendment, or shall default under any of the terms of the Lease, then, at Landlord's election,
Landlord's agreements to reduce and/or defer Rent as set forth in this Amendment shall be immediately terminated, all such
amounts shall immediately become due and payable and collectible by Landlord, together with all amounts that would otherwise
be due and payable under the Lease as if Rent were not reduced as stated
above, including acceleration of all unpaid Rent for the
remainder of the Lease Term, plus all damages that may accrue under the Lease for Tenant's defau It_

12. Waiver/Release. To the fullest extent permitted by law and in consideration of the
agreements contained
herein, Tenant hereby releases, discharges and waives all claims and demands of any nature against Landlord and its property
managers, their agents, employees, and contractors, concerning the Premises and the Lease as to all matters arising prior to the
Date of this Amendment, whether known or unknown, including matters arising from the COV ID-19 pandemic.

13. Confidentiality. Tenant agrees and acknowledges that the existence and terms of this Amendment and all
information received by the Tenant relating to this Amendment shall be treated in confidence and shall not be disclosed to
any
other persons or entities without the prior permission of the Landlord. Tenant shall be responsible for
any breach of this
confidentiality provision by any of its agent, employees, or representatives. Tenant shall indemnify, defend, and save the
Landlord harmless from and against all damages accruing from or resulting by reason of a breach of this
confidentiality provision.
Further, should Tenant breach the provisions of this section, the rent reduction/deferrnent agreements herein shall be null and
void and Landlord shall be entitled to collect all amounts of
Arrearages in the amounts that were due under the Lease without
regard to the terms of this Amendment. Further, Tenant shall immediately be obligated to repay to Landlord all Arrearages
amounts granted to Tenant prior to Tenant's breach of this section.

WPBDOCS [0737305 2
10/21121
 14. Disgorgement. If any payment to Landlord under this Amendment, or the validity and effectiveness of this
Amendment, is set aside, rescinded, required to be returned for insufficient funds or any other reason, disgorged, or otherwise
adversely affected in any bankruptcy, insolvency, or other proceeding under applicable law, or by any other act or event, then,
the release and other agreements and obligations of Landlord under this Amendment shall be, at Landlord's
option, similarly set
aside and rescinded and Landlord shall have all of the rights and remedies otherwise available to it prior to the execution of this
Amendment.

15. Bankruptcy. ln the event Tenant, Guarantor, or both is the subject of any voluntary or involuntary proceeding
under federal bankruptcy law, each of Tenant and Guarantor unconditionally and irrevocably
agrees that Landlord is entitled,
without notice, demand or any other action, to immediate relief from the automatic stay so as to allow Landlord to enforce its
rights and remedies under the Lease and Guaranty, including any security deposit, letter of credit, or other security provided to
Landlord, or at law and in equity under applicable state law. Each of Tenant and Guarantor consent to the immediate lifting of
any such automatic stay and agree that each of Tenant and Guarantor shall not, in any manner, contest or otherwise delay any
motion filed by Landlord for relief from the automatic stay.

16. Lender Approval. This Amendment is contingent upon the approval of Landlord's
mortgagee. Landlord may
terminate this Amendment if its mortgagee does not approve this Amendment within 30 days after the Date of this Amendment.
Landlord shall not be liable to Tenant for any costs, damages,, or expenses whatsoever if Landlord elects to terminate this
Amendment as provided in this section.

17. AttorneysFees. Tenant shall pay to Landlord, within 10 days after receipt of Landlord's invoice, Landlords
reasonable attorneys' fees and actual costs associated with Landlord's review, preparation, and negotiation of this Amendment.

18. Ratification. Except as modified by this Amendment, the Lease shall remain otherwise unmodified and in full
force and effect and the parties ratify and confirm the terms of the Lease as modified by this Amendment. The Lease, as amended,
contains the entire agreement between Landlord and Tenant as to the Premises, and there are no other agreements, oral or written,
between Landlord and Tenant relating to the Premises. Tenant certifies: (a) that it has no offsets,
defenses, or claims as to
Landlord's or Tenant's obligations under the Lease; (b) that there are no defaults existing under the Lease on the
part of either
Landlord or Tenant; and (c) there is no existing basis for Tenant to terminate the Lease. All future references to the Lease shall
mean the Lease as modified by any and all prior amendments and by this Amendment.

19. Miscellaneous Provisions. Submission of this Amendment by Landlord is not an offer to enter into this
Amendment but rather a solicitation for such an offer by Tenant. Landlord shall not be bound by this Amendment until Landlord
has executed it and delivered it to Tenant. This Amendment constitutes the final
agreement between the parties. lt is the complete
and exclusive expression of the parties' agreement on the matters contained in this Amendment. All prior and
contemporaneous
negotiations and agreements between the parties on the matters contained in this Amendment are expressly merged into and
superseded by this Amendment. The provisions of this Amendment may not be explained, supplemented, or qualified through
evidence of trade usage or a prior course of dealings. The parties may amend this Amendment only by a written agreement of
the parties that identifies itself as an amendment to this Amendment or the Lease. The parties may execute this Amendment in
multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one agreement. This
transaction may be conducted, and this Amendment may be delivered, by electronic means, and Landlord and Tenant will be
bound by the signatures (whether original, electronic, or faxed) contained in this Amendment. Whenever placed before one or
more items, the words "include," "includes," and "includine shall mean considered as part of a larger group, and not limited to
the item(s) recited. The word "or" is used in the inclusive sense of "and/or; the word
"any" means "any and all"; and the words
"wilr and "shall" are intended to express mandatory actions and may be used interchangeably with no difference of meaning or
intent for purposes of this Amendment. Each party has reviewed this Amendment and all of its terms with legal counsel, or had
an opportunity to review this Amendment with legal counsel, and is not relying on any representations made to him
by any other
person conceming the effect of this Amendment. This Amendment shall be interpreted without
regard to any presumption or
rule requiring construction against the party causing this Amendment to be drafted. No inference shall be drawn from the
modification or deletion of versions of the provisions of this Amendment contained in any drafts exchanged between the parties
before execution of the final version of this Amendment that would be inconsistent in any way with the construction or
interpretation that would be appropriate if the prior drafts had never existed.

WPBDOCS 10737305 2
10/21/21
 20. No Reliance.
EACH PARTY AGREES IT HAS NOT RELIED UPON ANY STATEMENT,
REPRESENTATION, WARRANTY, OR AGREEMENT OF THE OTHER PARTY EXCEPT FOR THOSE EXPRESSLY
CONTAINED IN THIS AMENDMENT.

21. Incontestability. THE PARTIES WAIVE AND RELEASE ALL CLAIMS AND CAUSES OF ACTION
FOR FRAUD IN THE INDUCEMENT OR PROCUREMENT OF TI-HS LEASE IT BEING THEIR INTENT THAT THIS
LEASE BE INCONTESTABLE ON ACCOUNT OF ANY CLAIM OF FRAUD, OR FOR ANY OTHER REASON. THE
FOREGOING WAIVER AND RELEASE IS MADE BY EACH PARTY IN CONSIDERATION OF THE PARTY'S
RECIPROCAL WAIVER AND RELEASE.

[SIGNATURES ON NEXT PAGE]

WPBDOCS 10737305 2
10/21/21
 Landlord and Tenant are signing this Amendment as of the Date of this Amendment.

LANDLORD:

IVANHOE PLACE PROPCO, LLC, a Delaware limited liability

company

By: -----------,
Name: _
A A 4,profi i"
e
Title: ..
."

Date Executed: 3/I / .1 3-

TENANT:

THE HALL AT THE YARD LLC, a Florida limited liability

company

By; ..-1.----C10:5----
Name: -r,,,,,,„ Jo, %.,..1 %vs • ..,

Title: 0 oalan

Date Executed: L. fir( 7...1—

WPBDOCS 10737305 2
10/21/21
 EXHIBIT "A"

COOLER LOCATIONS

-1RAILROAD RIGHT OF WAY

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WPBDOCS 10737305 2 A-1

10/21/21
 EXHIBIT "B"

ADDITIONAL PATIO AREA

1
New Outdoor Seating Area 1

a ....

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-
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WPBDOCS 10737305 2 A-1

10/21/21
 REAFFIRMATION AND MODIFICATION OF GUARANTY

The undersigned Guarantor joins in the execution of the Third Amendment to Lease Agreement to which this
agreement is
attached and specifically agrees as follows:

The undersigned Guarantor acknowledges that he has read and agrees to be bound by all of the terms of the Second Amendment
to Lease Agreement.

The undersigned Guarantor represents and warrants that he has no claims, offsets, or defenses whatsoever as to
any of his
obligations under the Guaranty executed by him in connection with the Lease.

The undersigned Guarantor restates, reaffirms, and confirms all of the terms and provisions of the Guaranty,
including, but not
limited to, all of the representations and warranties set forth in the Guaranty, all of which shall remain unmodified and in full force and
effect, except that the Guaranty shall now include all amounts which may become due Landlord, and all of the covenants, terms,
conditions, and agreements provide to be performed and observed by Tenant, under the Lease, as modified by the Third Amendment to
Lease Agreement. The undersigned Guarantor guaranties payment of all such amounts and full
performance of all such covenants,
terms, conditions and agreements, in the manner and under the terms of the Guaranty.

LANDLORD AND GUARANTOR KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY WAIVE TRIAL BY JURY
IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM INVOLVING ANY MATTER WHATSOEVER ARISING OUT OF OR
IN ANY WAY CONNECTED WITH THE GUARANTY AND THE
LEA•mik

WITNESSES:
4irAL WILSON, Guarantor

Signature of itriess I

inisc Bee ss
Print na •

1
4
oi
/
Guarantors
Guarantors Driver's License N
f 737
D.L. State of Issuance:
'

.na. e ness

Mel( Dg Date Executed:

Print name of Witness 2

WPBDOCS 10737305 2
10/21/21
 LIMITED LIABILITY COMPANY RESOLUTIONS

"Company"),1.115-1,
undersigned/14.44MM of
The THE HALL AT THE YARD LLC, a Florida limited liability company (the
hereby certifies that the following is a true and correct copy of Resolutions adopted at a duly called meeting of the Members and
Managers of the Company held on 2022,.at which a quorum of Members and Managers were present and voting
throughout:

"BE IT RESOLVED that this Company enter into a Third Amendment to Lease Agreement with IVANHOE PLACE
PROPCO, LLC, a Delaware limited liability company ("Landlorr) for space in The Yard at Ivanhoe Place, the
corner of Alden Road and Virginia Drive, Orlando, Florida, 32803.

BE IT FURTHER RESOLVED that the Manager or and Member of this Company, acting singly or together, be and
hereby is and are authorized and directed to negotiate the specific terms and conditions of the Amendment and the
Rent and charges in connection therewith and to execute and deliver on behalf of this Company the Amendment,
security agreements, financing statements, certificates, estoppels, subordination, attornment, and non-disturbance
agreements, and such other documents as may be necessary or required by Landlord with respect to the Amendment.

BE IT FURTHER RESOLVED, that the foregoing Resolutions are in conformity with the Articles of
Organization
and the Operating Agreement of the Company, and are within its powers. The authority given under these Resolutions
shall be deemed retroactive to the extent necessary or convenient for the full effectuation of these Resolutions. In
such event, all acts performed prior to the adoption of these Resolutions, but which are necessary or convenient for
the full effectuation of these Resolutions, are hereby ratified, adopted, and affirmed. The
authority conferred by these
Resolutions shall continue in full force and effect until actual written notice of revocation of these Resolutions shall
have been received by the Landlord."

I FURTHER CERTIFY (i) that the above Resolutions were duly and regularly enacted at a meeting of the Members and
Managers called for that purpose and held in accordance with the Articles of Organization and Operating Agreement of the Company
and the statutes of the State of Florida; (ii) that the Members and Managers of the Company have full power and authority to bind the
Company pursuant thereto; and (iii) that the Resolutions are in full force and effect and have not been altered, modified, or rescinded in
any way.
tt
IN WITNESS WHEREOF,
2021.
I have affixed my name as 7-441,"4 i 1,,likAt of the Company this if day of

follnAar,

WPBDOCS 10737305 2
10/21/21
 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 1 of 31

ORDERED.
Dated: July 10, 2023

e-44.42_371
Catherine Peek Mc Ewen
United States BankTuptcy Judge

UNITED STATES BANKRUPTCY COURT

MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION
www.11mb.uscourts.gov

IN RE:
CASE NO. 8:23-bk-00250-CPM
THE HALL AT THE YARD, LLC Subchapter V Chapter 11

Debtor.

ORDER CONFIRMING THE DEBTOWS CHAPTER 11, SUBCHAPTER V

PLAN REORGANIZATION DATED APRIL 24, 2023 AS MODIFIED BY
THE AMENDMENT TO THE CHAPTER 11 PLAN

This matter came before the Court on June 15, 2023 to consider confirmation of the Chapter

11, Subchapter V Plan filed on April 24, 2023 (Doc. No. 107) as modified by the June 15, 2023

Amendment to the Plan (Doc. No. 150) (collectively, the "Plan") filed by the Debtor, THE HALL

AT THE YARD, LLC (the "Debtoe) and the Objection filed by Ivanhoe Place Propco, LLC (Doc.

No. 142) (the "Landlord Objection")

In connection with the confirmation of the Plan, the Court has considered the evidence

presented as well as the record of this case, including: (i) the Amended Confirmation Affidavit of

Jamal Wilson, Manager of the Debtor (Doc. No. 147), (ii) the Amended Ballot Tabulation (Doc.

Page 1 of 14

EXHIBIT F
 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 2 of 31

No. 146), and (iii) the proffer from Debtor's counsel including certain Plan modifications, not

otherwise included elsewhere, and included in this Order.

Modifications

The Plan shall be subject to the following modifications (the "Modifications").

I. Article 4 of the Plan shall be amended and restated as follows:

4.01 Claims and interests shall be treated as follows under this Plan:

Class 1 consists of the secured claim of Newtek Small Business Finance, LLC ("Newtek")

which filed Claim No. 13 in the amount of $4,484,034.00 in connection with an SBA loan

encumbering the Debtor's FF&E, inventory, and accounts receivable. Newtek recorded a UCC1

financing statement on January 30, 2020.

Pursuant to a recent appraisal, the FF&E encumbered by Newtek is valued at

approximately $97,450.00 and the Debtor estimates that the value of the inventory is $18,000.00.

The combined value of the FF&E and inventory is $115,450.00. Newtek has an allowed secured

claim of $115,450.00. On April 12, 2023, the Debtor filed a Motion to Value and Determine the

Secured Status of Secured Creditors (Doc. No. 87) seeking an order that Newtek's claim is secured

only to the extent of $115,450.00. The accounts receivable was zero as of the Petition Date, as

reflected in the Schedules. Pursuant to an agreement with Newtek, the Debtor shall pay the secured

and unsecured claim of Newtek as described below:

The Debtor shall pay the secured claim of Class 1 in the amount of $115,450.00 by making

sixty (60) equal payments of principal and interest at the rate of 10% per annum in the amount of

$2,452.97. The first payment shall begin the first day of the month following the Effective Date

of the Plan and continue each month thereafter until paid in full.

Page 2 of 14
 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 3 of 31

The Debtor shall treat the unsecured claim of Class 1 in the amount of $4,368,584.00

consistent with the terms of the Class 4 non-priority unsecured claims.

Based on the above-described Modifications, Newtek cast a ballot in favor of the Debtor's

Plan in Class 1 as well as in Class 4.

Class 2 consists of the secured claim of Leaf Funding, LLC (Leaf Funding) which filed
Claim No. 9 in the amount of $25,556.21, which indebtedness is secured by the Air Curtains. Leaf

Funding recorded a UCC1 financing statement.

Pursuant to a recent appraisal, the Air Curtains encumbered by Leaf Funding's lien are

valued at $10,000.00. On April 12, 2023, the Debtor filed a Motion to Value and Determine the

Secured Status of Secured Creditors (Doc. No. 87) seeking an order that Leaf Funding's claim is

secured only to the extent of $10,000.00.

On May 30, 2023, the Court entered an Agreed Order Granting Adequate Protection to

Leave Capital Funding, LLC, and Denying Relief from Automatic Stay (Doc. No. 132) ("AP

Order). Pursuant to the AP Order, the Debtor and Leaf Funding agree that the Air Curtains are

valued at $10,000.00. Accordingly, Leaf Funding shall have a secured claim in the amount of

$10,000.00 and an unsecured claim in the amount of $15,556.21. By agreement of the parties and

pursuant to the AP Order, the Debtor shall pay the secured claim and unsecured claim of Leaf

Funding as described below. Leaf Funding has agreed to vote in favor of the Plan.

The Debtor shall pay the secured claim of Class 2 in the amount of $10,000.00 by making

sixty (60) equal payments of principal and interest at the rate of 9% per annum in the amount of

$207.58 per month. The first payment shall begin on May 25, 2023 and continuing on the 25th day

of each month thereafter until paid in full. Except as modified herein, all provisions of the Finance

Agreement shall remain unchanged and in full force and effect, provided, however, that this Order

Page 3 of 14
 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 4 of 31

shall not operate as a reaffirmation of any the personal guaranty by Jamal Wilson, who is presently

in a Chapter 11 Sub V bankruptcy proceeding in the Middle District of Florida under case number

8:23-bk-01159-CPM, of the obligations owed to Leaf Funding that are the subject of the Plan and

that any claim of Leaf Funding on account of such personal guaranty must be pursued in Jamal

Wilson's personal case.

The Debtor shall treat the unsecured claim of Class 2 in the amount of $15,556.21

consistent with the terms of the Class 4 non-priority unsecured claims.

Based on the above-described Modifications, Leaf Funding cast a ballot in favor of the

Debtor's Plan in Class 2.

11. Article 6 of the Plan shall be amended and restated as follows:

6.01 Executory Contracts and Unexpired Leases.

(a) The Debtor will assume the following executory contracts and unexpired

leases as of the confirmation of the Plan:

The Management Services Agreement with VGH Limited Group,

LLC dated July 1, 2023.

(ii) The Lease Agreement relating to commercial real property located

at 1412 Alden Road, Orlando, Florida by and between the Debtor and Ivanhoe Place

Propco, LLC.

(iii) The real estate licenses agreements between the Debtor and Jason

Cline, True Island, Inc. and Ulin Food Services, Inc. There are no cure amounts

due.

(b) Except for executory contracts and unexpired leases on Schedule G of

Debtor's bankruptcy schedules that have been assumed, and if applicable assigned, before

Page 4 of 14
 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 5 of 31

the Effective Date or under section 6.01(a) of this Plan, or that are the subject of a pending

motion to assume, and if applicable, assign, the Debtor will be conclusively deemed to

have rejected all executory contracts and unexpired leases as of the Effective Date.

Ordinary course business agreements, such as service agreements, maintenance contracts,

and insurance policies are not executory contacts and shall not be deemed rejected.

(c) A proof of a claim arising from the rejection of an executory contract or

unexpired lease under this section must be filed no later than fifteen (15) days after the date

of the entry of this Order.

III. The Court accepted the Debtor's proffer/ore tenus Modification as a resolution of

the Landlord Objection as follows:

Ivanhoe Place Promo,. LLC Objection

i. Upon the Effective Date of the Plan, the Debtor will pay the fully and finally
allowed administrative expense claim of the Landlord in the amount of $15,000.00.

The Debtor shall pay a total of $122,823.47 to cure the lease in nine (9)
equal monthly payrnents under the Plan and such payments will commence on the Effective
Date of the Plan

If, subject only to any cure periods in the lease, the Debtor defaults under
the Plan, this Order, or the lease with Landlord, the Landlord shall have the immediate
right, without first obtaining approval of the Bankruptcy Court, to enforce its rights under
the lease and applicable law and to pursue any and all claims, causes of action, remedies
and privileges allowable by law, including eviction and the recovery of all amounts due
under the Plan, this Order, and the lease, subject to any defenses.

iv. The Landlord's security interest remains in effect in the same priority to the
extent that it existed prepetition.

v. Jamal Wilson, the Manager of the Debtor, shall reaffirm his guaranty of the
lease and will file a motion in his bankruptcy case pending before this Court under case no.
8:23-bk-01159-CPM (the "Wilson Bankruptcy Case") seeking approval of such
reaffirmation. Wilson shall file a motion to reaffirm the guaranty within seven (7) days of
the entry of this Order.

Page 5 of 14
 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 6 of 31

vi. The Effective Date under the Debtor's Plan shall not occur until the
guaranty is reaffirmed and an Order approving the reaffirmation of the guaranty is entered
in the Wilson Bankruptcy Case.

vii. If the Debtor is not in default of the Plan, this Confirmation Order and the
Lease, Landlord will support confirmation of Jamal Wilson's Plan% so long that it does not
negatively affect the Landlord's rights or result in a release or injunction of the Landlord's
rights under the guaranty.

viii. Landlord shall not accept a distribution on the Landlord's guaranty claim in
Jamal Wilson's bankruptcy case.

The Court accepted the Landlord's proffer that based upon the Debtor's ore tenus

modification of the Plan, it supports confirmation of the Debtor's Plan (Doc. No. 107) as modified

by the Amendment to the Plan (Doc. No. 150).

801 Manzine, LLC Amended Claim No. 3

i. 801 Magazine, LLC filed Amended Claim No. 3 on June 6, 2023 ("Arnended
Claim").

ii. On account of the Amended Claim, the Debtor agrees not to object to the Amended
Claim.

iii. In exchange, 801 Magazine, LLC changed its vote rejecting the Plan to a vote

accepting the Plan in Class 4.

The Court, having considered that any Objections to the Plan having been resolved, after

notice and a hearing and for the reasons stated orally and recorded in open Court that shall

constitute the decision of this Court, the Court fmds and concludes as follows:

FINDIENGS OF FACTS & CONCLUSIONS OF LAW

A. Jurisdiction. The Court has jurisdiction over this matter under 28 U.S.C. §§ 157

and 1334, the United States District Court's general order of reference, and other various

The Debtor's Manager, Jamal Wilson, filed an individual Chapter 11 Bankruptcy Petition on March 27, 2023, case
number 8:23-bk-01159-CPM. Ivanhoe Place Propco, LLC filed Claim No. 17 in the amount of $121,699.11 on
account of Mr. Wilson's guaranty of the Debtor's lease.

Page 6 of 14
 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 7 of 31

applicable provisions of the Bankruptcy Code2 and the Federal Rules of Bankruptcy Procedure

(FRBP").

B. Venue. Venue before the Court is proper before this Court under 28 U.S.C.

§§ 1408 and 1409.

C. Notice. Due, adequate, and sufficient notice of the Plan and the order setting a

hearing on confirmation (Doc. No. 113) (the "Confirmation Hearing Order") were served upon all

creditors, interest holders, and parties requesting notice. Accordingly, the method of service and

solicitation of acceptance of the Plan, notice of the hearing to consider confirmation of the Plan,

and notices of all other deadlines or requirements relating thereto (collectively, the "Confirmation

Deadlines") were in compliance with the FRBP, were adequate and reasonable under the

circumstances of this case, and no further or additional notice of the confirmation hearing or the

confirmation deadlines was necessary or required.

D. Obi ections to Confirmation. The objection to confirmation filed by Landlord was

resolved at the hearing. There are no other objections to confirmation.

E. Proper Classification of Claims —

11 U.S.C. §§ 1122 and 1123. The Plan

adequately and properly identifies and classifies all claims. Pursuant to 11 U.S.C. § 1122(a), the

claims placed in each class are substantially similar to other claims in each such class. Pursuant

to 11 U.S.C. § 1123(a)(1), valid legal and business reasons exist for the various classes of claims

created under the Plan and such classification does not unfairly discriminate among holders of

claims. The classification of claims in the Plan is reasonable.

F. Specified Unimpaired Classes —

11 U.S.C. 1123(a)(2). The Plan specifies all

classes or claims or interests that are not impaired under the plan.

2
The term "Bankruptcy Code refers to the applicable section(s) of 11 U.S.C. § 101, et. seq. unless otherwise
indicated.

Page 7 of 14
 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 8 of 31

G. Specified Treatment of Impaired Classes —

11 U.S.C. 1123(a)(3). The Plan

specifies the treatment of all classes of claims or interests that are impaired under the Plan.

H. No Discrimination —
11 U.S.C. 6 1123(a)(4). The Plan provides for the same

treatment of claims or interests in each respective class unless the holder of a particular claim or

interest has agreed to a less favorable treatment of such claim or interest.

I. Implementation of the Plan

—
11 U.S.C. 6 1123(a)(5). Article 7 of the Plan

provides adequate means for the Plan's implementation.

J. Non-Votirkg Equity Securities/Allocation of Voting Power —

11 U.S.C.

6 1123(a)(6). This Plan does not intend to change the structure of its corporate governance to

include different classes of shares or non-voting shares.

K. Interests of the Creditors, Equity Security Holders,_ & Public Policy —

11

U.s.c. 6 1123(a)(7). The Plan contains only provisions that are consistent with the interests of

creditors and equity security holders and with public policy with respect to the manner of selection

of any officer, director, or trustee under the Plan and any successor to such officer, director, or

trustee.

L. Assumption & Reiection —

11 U.S.C. 4 1123(1:1)(2). Article 6 of the Plan, as

modified by the Amendment to the Plan, pursuant to § 365 of the Bankruptcy Code, provides for

the assumption, rejection, or assignment of any executory contract or unexpired lease of the Debtor

not previously rejected under such section.

M. Additional Plan Provisions —

11 U.S.C. 6 1123(b)(61. Each of the provisions of

the Plan is appropriate and not inconsistent with the applicable provisions of the Bankruptcy Code.

Page 8 of 14
 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 9 of 31

N. Principal Purpose of the Plan —

11 U.S.C. 1129(d). The principal purpose of

the plan is not the avoidance of taxes or the avoidance of the application of section 5 of the

Securities Act of 1933.

O. Subchapter V Plan Reouirements —

11 U.S.C. § 1189. The Plan complies with

§ 1189(b) because it was filed by the Debtor not later than 90 days after the order for relief under

Chapter 11.

P. Contents of a Subchapter V Plan —

11 U.S.C. § 1190. In compliance with § 1190,

the Plan includes: (1) a brief history of the business operations of the debtor, (2) a liquidation

analysis, and (3) projections with respect to the ability of the Debtor to make payments under the

proposed plan for reorganization. No further disclosure is needed.

Q. Satisfaction of Conditions —
11 U.S.C. 1191(b). The Court finds that the Plan

satisfies the relevant provisions of 11 U.S.C. § 1129(a), other than §§ 1129(a)(8) & (15), and

notwithstanding 11 U.S.C. § 510(a), the Plan does not discriminate unfairly, and is fair and

equitable, with respect to Classes 1, 2, and 3 (the "Impaired Class"). With respect to the relevant

provisions of § 1129(a), the Court finds and concludes as follows:

1. 11 U.S.C. 1129(a)(1) and (a)(2). The Plan and the plan proponent comply

with the applicable provisions of the Bankruptcy Code.

2. 11 U.S.C. 1129(a)(3). The Plan was proposed in good faith and not by

any means forbidden by law.

3. 11 U.S.C. 1129(a)(4). Any payment made or to be made by the Debtor,

for services or for costs and expenses in or in connection with the case, or in connection

with the Plan and incident to the case, has been approved by, or is subject to the approval

of, the Court as reasonable.

Page 9 of 14
 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 10 of 31

4. 11 U.S.C. § 1129(a)(5). The Plan has disclosed the identity and affiliations

of any individual proposed to serve, after confirmation of the plan, as a director, officer, or

voting trustee of the Debtor and the appointment to, or continuance in, such office of such

individual, is consistent with the interests of creditors and equity security holders, and with

public policy; and the Plan proponent has disclosed the identity of any insider that will be

employed or retained by the reorganized debtor, and the nature of any compensation for

such insider.

5. 11 U.S.C. 4 1129(a)(7. The Plan provides that, with respect to each

impaired class of claims or interests, each holder of a claim or interest of such class has

accepted the plan, or will receive or retain under the plan on account of such claim or

interest property of a value, as of the effective date of the plan, that is not less than the

amount that such holder would so receive or retain if the debtor were liquidated under

chapter 7 of this title on such date.

6. 11 U.S.C. § 1129(0(8). With respect to each class of claims or interests,

except for Class 3, such class has accepted the Plan, or such class is not impaired under the

Plan. Class 3 did not vote either to accept or reject the Plan. As a result, the requirement

of 11 U.S.C. § 1129(a)(8) is not met.

7. 11 U.s.c. § 1129(am. Except to the extent that the holder of a particular

claim has agreed to a different treatment of such claim, the Plan provides that with respect

to a claim of a kind specified in section 507(a)(2) or 507(a)(3) of this title, on the effective

date of the plan, the holder of such claim will receive on account of such claim cash equal

to the allowed amount of such claim.

Page 10 of 14
 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 11 of 31

8. 11 U.S.C.§ 1129(a)(10). If a class of claims is impaired under the Plan, at

least one class of claims that is impaired under the Plan has accepted the Plan, determined

without including any acceptance of the plan by any insider.

9. 11 U.S.C. 4 1129(a)(111. Confirmation of the Plan is not likely to be

followed by the liquidation, or the need for further fmancial reorganization, of the debtor

or any successor to the debtor under the Plan, unless such liquidation or reorganization is

proposed in the Plan.

10. 11 U.S.C. § 1129(a)(16). All transfers of property under the Plan shall be

made in accordance with any applicable provisions of non-bankruptcy law that govern the

transfer of property by a corporation or trust that is not a moneyed, business, or commercial

corporation or trust.

With respect to Classes 1, 2, and 3, the Court finds and concludes the Plan meets the requirements

of 11 U.S.C. § 1129(b)(2)(A). As of the Effective Date of the Plan, the Plan provides that the

value of the property to be distributed under the Plan is not less than the projected disposable

income of the Reorganized Debtor in the 5-year period after the commencement of distributions

under the Plan. As a result, the Plan may be confirmed under § 1191(b).

Accordingly, the Court ORDERS:

1. Confirmation. Subject to the above amendments which are full incorporated

herein, the plan is confirmed under 11 U.S.C. § 1191(b). No further disclosure is required.

2. Binding Effect of Plan. Pursuant 11 U.S.C. § 1141(a), except as provided in

§§ 1141(d)(2) and (3), the provisions of the Plan as of the Effective Date bind the debtor and any

creditor, whether or not the claim or interest of such creditor is impaired under the plan and whether

or not such creditor has accepted the Plan.

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 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 12 of 31

3. Post-Confirmation Operation of Business. Except as otherwise provided in the

Plan or in this Confirmation Order, on and after the Effective Date, the Debtor may operate its

business and may use, acquire, and dispose of property free of any restrictions of the Bankruptcy

Code and Bankruptcy Rules and in all respects as if there were no pending case under any chapter

or provisions of the Bankruptcy Code. Except as set forth in the Plan concerning objections to

claims, the Debtor may also settle or compromise any claims without Court approval.

4. Effective Date. Edward J. Peterson is directed to file and serve a notice of the

effective date of the confirmed plan upon the occurrence of the Effective Date.

5. Plan Payments. Upon the Effective Date of the Plan, the Debtor shall commence

making monthly payments to each class of creditors consistent with the Plan, as modified by the

Amendment to the Plan, and this Order. A summary of the monthly plan payments is attached

hereto as Exhibit 1 and incorporated herein by reference.

6. Distributions. The Reorganized Debtor shall make the payments required under

the Plan.

7. United States Trustee Guidelines. The Debtor must comply with the guidelines

set forth by the Office of the United States Trustee until the closing of this case by the issuance of

a Final Decree by the Bankruptcy Court.

8. Effect of Confirmation Order on Plan. The failure to reference or address all or

part of any particular provision of the Plan herein has no effect on the validity, binding effect, or

enforceability of such provision and such provision has the same validity, binding effect, and

enforceability as every other provision of the Plan. To the extent that any inconsistencies exist

between the terms of the Plan and this Confirmation Order, the terms of this Confirmation Order

shall control.

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 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 13 of 31

9. Executory Contracts and Leases. Except as otherwise provided in a separate

order of the Court, all executory contracts and unexpired leases not otherwise assumed are deemed

rejected as of the Effective Date.

10. Service of Confirmation Order. Edward J. Peterson is directed to serve a copy

of this Order on all parties and file a certificate of service within five (5) days of the entry of this

Order.

11. Documents Required to Effectuate Plan. The Debtor is authorized to execute

any and all documents reasonably required to effectuate the provisions of the Plan or prior Orders

of this Court.

12. Jurisdiction. The Bankruptcy Court retains jurisdiction to:

a. Resolve issues with respect to the Debtor's substantial consummation of the

Plan and to the extent the Debtor seeks to amend or modify the plan;

b. Resolve any motions, adversary proceedings, or contested matters, that are

pending as of the date of substantial consummation;

c. Adjudicate objections to claims;

d. Resolve disputes with respect to any and all injunctions created as a result
of confirmation of the Plan;

e. Adjudicate modifications of the plan under 11 U.S.C. § 1193;

f. Review and consider issues associated with the Debtor's final report and
entry of final decree, and to enter a final decree; and

g. Enter such orders as the Court deems necessary or appropriate with respect
to enforcement of the Plan.

13. Objections to Confirmation. Amy objections to confirmation are resolved by the

Modifications.

14. Final Fee Applications. Any professional seeking an award of compensation for

services rendered or reimbursement of expenses incurred through and including the Confirmation

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 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 14 of 31

Date shall file supplements to their respective applications for allowance of compensation for

services rendered and reimbursement of expenses within twenty-one (21) days from the date of

this Order.

15. Post-confirmation Status Conference. The Court shall conduct a post-

confirmation Status Conference on September 28, 2023, at 1:30 P.M.

of this order on interested parties who do not

Attorney Edward J. Peterson, Esq. is directed to serve a copy
receive service by CM/ECF and file a proof of service within three (3) days of entry of this order.

8410489_1

Page 14 of 14
 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 15 of 31

Summary of Monthly Plan Payments

Administrative Expense Claimants:

Name of Creditor Schedule Claim Claim # Amount $Paid in Monthly

d Amount Amount Allowed Plan Payment/Terms
Ruediger Mueller $0.00 $4,743.00 Court $4,743.00 $1,743.00 The Debtor shall make
Subchapter V Order (to 1 lump sum payment of
Trustee be entered $1,743.00 on the
1112 Watson shortly) Effective Date of the
Court, Reunion, Plan.
j
FL 34747

Name of Creditor Scheduled Claim Claim # Amount $ Paid in Monthly

Amount Amount Allowed Plan Payment/Terms
Stichter Riedel $0.00 $10,453.84 Court order $10,453.84 $10,453.84 The Debtor shall make
Blain & Postler, (Doc. No. five monthly payments
PA 101) as follows:

Month 1: $439.26
Month 2: $2,762.55
Month 3: $3,750.87
Month 4: $2,762.55
Month 5: $738.62

First payment to be
made on the Effective

Plan.,
Date of the

Name of Scheduled Claim Claim # Amount $ Paid in Monthly

Creditor Amount Amount, Allowed Plan Payment/Terms
Johnson Pope $0.00 $40,000.00 Court order $40,000.00 $40,000.00 The Debtor shall make
401 E Jackson St (Doc. No. five monthly payments
#3100 157) and an as follows:

Tampa, FL 33602 Order

Approving Month 1: $1,680.74
Final Month 2: $10,570.45

Application Month 3: $14,352.13

for Month 4: $10,570.45
Compensation Month 5: $2,826.22
will be
entered First payment to be
shortly made on the Effective
Date of the Plan and
continuing each month
thereafter.

Exhibit 1
 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 16 of 31

Name of Creditor Scheduled Claim Claim # Amount $ Paid in I Monthly

Amount Amount Allowed Plan I Payment/Terms
Andrew Yurasko $0.00 $4,470.00 Court Order $4,470.00 $4,470.00 The Debtor shall make
and IHT Group, Approving 1
lump sum payment
LLC, Debtor's Application of $4,470.00 on the
Chief for Effective Date of the
Restructuring Compensation Plan.
Officer (to be entered
shortly)

Name of Creditor Scheduled Claim Claim # Amount $ Paid in Monthly Payment

Amount Amount Allowed Plan /Terms
Ivanhoe Place Unknown $26,061.95 Court Order $15,000.00 $15,000.00 Per agreement, the
Propco, LLC Approving Debtor shall pay the
c/o James A Admin Claim admin claim of
Timko (to be entered Ivanhoe the amount of
Shutts & Bowen shortly) $15,000 on the
300 S. Orange Ave Effective Date of the
#1600 Plan.
Orlando, FL
32801

Priority Tax Claims:

•

Name of Scheduled Claim Claim # Amount $ Paid in Monthly Terms

Creditor Amount Amount Allowed Plan Payment
Florida Unknown $50,670.34 5 $50,670.34 $50,670.34 $1,004.27 54 equal
Dept of monthly
Revenue, payments of
PO Box principal and
6668, interest at 3%
Tallahassee, per annum in
FL 32314- the monthly
6668 amount of
$1,004.27 with
the first
payment being
made on the
Effective Date
of the Plan and
continuing each
month
thereafter until
paid in full.
 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 17 of 31

Name of Scheduled ! Claim Claim # Amount $ Paid in Monthly Terms

Creditor Amount Amount Allowed Plan Payment
Internal Unknown $28,840.36 6 $0.00 $0.00 •
$0.00 The Debtor
Revenue disputes IRS
Service, Claim No. 6 as
PO Box the Debtor has
7346, paid the
Philadelphia, estimated claim.
PA 19101- The Debtor
7346 intends to file an
objection to
Claim No. 6

Class 1 Secured Claim of Newtek Business Finance:

Name of iScheduled Claim Claim Amount $ Paid in Monthly Terms

Creditor I
Amount Amount # Allowed Plan Payment
Newtek $4,200,000 $4,484,034.88 13 $115,450.00 $115,450 $2,452.97 The Debtor
Small shall pay the
Business secured claim
Finance, of Class 1 in the
1981 amount of
Marcus $115,450.00 by
Ave., Ste. making sixty
130, Lake (60) equal
Success, payments of
NY 11042 principal and
interest at the
rate of 10% per
annum in the
amount of
$2,452.97. The
first payment
shall begin the
first day of the
month
following the
Effective Date
of the Plan and
continue each
month
thereafter until
paid in full.

The Debtor
shall treat the
 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 18 of 31

unsecured claim
of Class 1 in the
amount of
$4,368,584.00
consistent with
the terms of the
Class 4 non-
priority
unsecured
claims.

Class 2 Secured Claim of Leaf Capital Funding, LLC:

Name of Scheduled Claim Claim # Amount $ Paid in Monthly Terms

Creditor Amount Amount Allowed Plan Payment
Leaf Capital Unknown $25,556.51 9 $10,000.00 $10,000.00 $207.58 The Debtor shall
Funding, pay the secured
LLC, claim of Class 2 in
2005 Market the amount of
St., 14th FL, $10,000.00 by
Philadelphia, making sixty (60)
PA 19103 equal payments of
principal and
interest at the rate
of 9% per annum in
the amount of
$207.58 per month.
The first payment
shall begin on May
25, 2023 and
continuing on the
,-th
day of each
-

10
month thereafter
until paid in full.

The Debtor shall

treat the unsecured
claim of Class 2 in
the amount of
$15,556.21
consistent with the
terms of the Class 4
non-priority
unsecured claims.
 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 19 of 31

Class 3 Secured Claim of Web Bank:

Name of Scheduled Claim Claim Amount $ Paid in Monthly Terms

Creditor Amount Amount # Allowed Plan Payment
Web Bank, $272,250 $260,556.88 24 $260,556.88 $3,500.00 $72.65 The Debtor shall
a/k/a Toast pay the secured
Capital claim of Class 3 in
401 Park Dr the amount of
#801, $3,500.00 by
Boston, MA making sixty (60)
02215 equal payments of
principal and
interest the
at rate of
9% per annum in the
amount of $72.65
per month. The first
payment shall begin
on the first day of
the month following
the Effective Date
of the Plan and
continue each
month thereafter
until paid in full.

The Debtor shall

treat the unsecured
claim of Class 3 in
the amount of
$257,056.88
consistent with the
terms of the Class 4
non-priority
unsecured claims
described below.

Class 5 Secured Claim of DIP Lender:

Name of Scheduled Claim Claim # Amount $ Paid in Monthly Terms

Creditor Amount Amount Allowed Plan Payment
McIntyre $0.00 $75,000 Court Order $75,000 $75,000 $13,164.39 The DIP Lender
Funding I, on DIP shall be paid in
LLC DIP — Loan (Doc. full, plus 18% per
Lender No. 74) annum, over six
months, through
monthly payments
with the first
 Case 8:23-bk-00250-CPM Doc 1.60 Filed 07/11/23 Page 20 of 31

payment to be
made onthe first
day of the month
following the
Effective Date of
the Plan and with
such payments to
continue each
month until paid in
full.

Class 4 General Unsecured CreditorsClaims:

Name of Creditor Claim Claim Amount $ Paid in Annual Terms

Amount. # Allowed Plan •
Payment
$402.29 Each Holderof an
Kabbage, Inc. $369,755 $369,755 $2,011.47
1

925 Peachtree St allowed unsecured claim

#470, Atlanta, GA shall receive annual
30309 payments of such
Holder's pro rata share of
projected disposable
income as set forth in the
Plan Projections attached
hereto as Exhibit A.

The first payment shall be

made on the first
anniversary of the
Effective Date and each
year thereafter, with the
last payment due on the
fifth anniversary of the
Effective Date.
 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 21 of 31

Name of Creditor Claim Claim Amount $ Paid in Annual Terms

Amount # Allowed Plan Payment
City Wide Facility $16,128.65 2 $16,128.65 $87.74 $17.55 Each Holder of an allowed
Solutions — unsecured claim shall
Orlando, c/o receive annual payments
Commercial of such Holder's pro rata
Collection Corp., share of projected
PO Box 288, disposable income as set
Tonawanda, NY forth in the Plan
14151-0288 Projections attached hereto
as Exhibit A.

The first payment shall be

made on the first
anniversary of the
Effective Date and each
year thereafter, with the
last payment due on the
fifth anniversary of the
Effective Date.

Name of Creditor Claim Claim Amount $ Paid in Annual Terms

Amount # Allowed Plan Payment
801 Magazine, LLC $867,205.17 3 $867,205.17 $4,717.60 $943.52 Each Holder of an allowed
c/o Patti W. unsecured claim shall
Halloran, Esq., receive annual payments
Gibbons Neuman of such Holder's pro rata
3321 Henderson share of projected
Blvd., disposable income as set
Tampa, FL 33609 forth in the Plan
Projections attached hereto
as Exhibit A.

The first payment shall be

made on the first
anniversary of the
Effective Date and each
year thereafter, with the
last payment due on the
fifth anniversary of the
Effective Date.

Name of Creditor Claim Claim Amount $ Paid in Annual Terms

Amount # Allowed •
Plan Payment
Newgentek, LLC $125,357.46 4 $125,357.46 $681.94 $1369.39 Each Holder of an allowed
5555 W Waters unsecured claim shall
Ave #610 receive annual payments
 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 22 of 31

Tampa, FL 33634
1

of such Holder's pro rata

share of projected
disposable income as set
forth in the Plan
Projections attached hereto
as Exhibit A.

The first payment shall be

made on the first
anniversary of the
Effective Date and each
year thereafter, with the
last payment due on the
fifth anniversary of the
Effective Date.

Name of Creditor Claim Claim Amount $ Paid in Annual Terms

Amount # Allowed Plan Payment
Sysco Corporation $17,647.76 7 $17,647.76 $96.00 $19.20 Each Holder of an allowed
1390 Enclave Pkwy unsecured claim shall
Houston, TX receive annual payments
77077-2099 of such Holder's pro rata
share of projected
disposable income as set
forth in the Plan
Projections attached hereto
as Exhibit A.

The first payment shall be

made on the first
anniversary of the
Effective Date and each
year thereafter, with the
last payment due on the
fifth anniversary of the
Effective Date.

Name of Creditor Claim Claim Amount $ Paid in Annual Terms

Amount # Allowed Plan Payment
Fresh Point Central $9,379.80 8 $9,379.80 $51.03 $10.21 Each Holder of an allowed
FL unsecured claim shall
655 Buttercup Trce receive annual payments
Alpharetta, GA of such Holder's pro rata
30022 share of projected
disposable income as set
forth in the Plan
 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 23 of 31

Projections attached hereto

as Exhibit A.

The first payment shall be

made on the first
anniversary of the
Effective Date and each
year thereafter, with the
last payment due on the
fifth anniversary of the
Effective Date.

Name of Creditor Claim Claim # Amount $ Paid in Annual Terms

Amount Allowed Plan Paiment
Leaf Capital $25,556.51 9 $15,556.51 $84.63 $16.93 The Debtor has treated
Funding, LLC, $10,000.00 of the total
2005 Market St., claim as secured pursuant
14th FL, to Class 2 of the Plan.

Philadelphia, PA The balance of the claim

19103 in the amount of
$15,556.51 is being
treated as a general
unsecured claim.

Each Holder of an allowed

unsecured claim shall
receive annual payments
of such Holder's pro rata
share of projected
disposable income as set
forth in the Plan
Projections attached hereto
as Exhibit A.

The first payment shall be

made on the first
anniversary of the
Effective Date and each
year thereafter, with the
last payment due on the
fifth anniversary of the
Effective Date.
 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 24 of 31

Name of Creditor Claim Claim Amount $ Paid in Annual Terms

Amount # Allowed Plan Payment
BSI Financial $574,955.71 10 $574,955.71 $3,127.76 $625.55 Each Holder of an allowed
Services unsecured claim shall
4200 Regent Blvd receive annual payments
#200 of such Holder's pro rata
Irving, TX 75063 share of projected
disposable income as set

forth in the Plan

Projections attached hereto
as Exhibit A.

The first payment shall be

made on the first
anniversary of the
Effective Date and each
year thereafter, with the
last payment due on the
fifth anniversary of the
Effective Date.

Name of Creditor Claim Claim Amount $ Paid in Annual Terms

Amount # Allowed Plan Payment
Zahav Asset $107,415 11 $107,415.00 $584.34 $116.87 Each Holder of an allowed
Management, LLC unsecured claim shall
420 Central Ave. receive annual payments
Cedarhurst, NY of such Holder's pro rata
11516 share of projected
disposable income as set
forth in the Plan
Projections attached hereto
as Exhibit A.

The first payment shall be

made on the first
anniversary of the
Effective Date and each
year thereafter, with the
last payment due on the
fifth anniversary of the
Effective Date.

10
 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 26 of 31

share of projected
disposable income as set
forth in the Plan
Projections attached hereto
as Exhibit A.

The first payment shall be

made on the first
anniversary of the
Effective Date and each
year thereafter, with the
last payment due on the
fifth anniversary of the
Effective Date.

Name of Claim Claim Amount $ Paid in Annual Terms

Creditor Amount # Allowed •
Plan / Payment
Avanza Group, $0.00 14 $0.00 $0.00 $0.00 No distribution under the
LLC _plan.

Name of Claim Claim Amount $ Paid in Annual Terms

Creditor Amount # Allowed Plan Payment
Delta Bridge $0.00 15 $0.00 $0.00 $0.00 No distribution under the
Funding, LLC plan.

Name of Creditor Claim Claim Amount $ Paid in Annual Terms

Amount # Allowed Plan Payment
Cobalt Funding $0.00 16 $0.00 $0.00 $0.00 No distribution under the
Solutions plan.

Name of Creditor Claim Claim # Amount $ Paid in Annual Terms

Amount Allowed Plan
' Payment,
G and G Funding $0.00 17 $0.00 $0.00 $0.00 No distribution under the
Group, LLC, plan.

Name of Creditor Claim Claim # Amount $Paid in Annual Terms

Amount Allowed Plan Payment
Green Capital $0.00 18 $0.00 $0.00 $0.00 No distribution under the
Funding, LLC plan.
J
-

12
 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 27 of 31

Name of Creditor Claim Claim # Amount $ Paid in Annual Terms

Amount Allowed Plan Payment
Premium Merchant $0.00 19 $0.00 $0.00 $0.00 No distribution under the
Funding 26, LLC plan.

Name of Creditor Claim Claim # Amount $ Paid in Annual Terms

Amount Allowed Plan Payment
Reef Funding $0.00 20 $0.00 $0.00 $0.00 No distribution under the
Group plan.

Name of Creditor Claim Claim # Amount $ Paid in Annual Terms

Amount Allowed Plan Payment
Vivian Capital $0.00 21 $0.00 $0.00 $0.00 No distribution under the
Group, LLC plan

Name of Creditor Claim Claim # Amount $ Paid in Annual Terms

Amount Allowed Plan Payment
World Global Fund, $0.00 22 $0.00 $0.00 $0.00 No distribution under the
LLC plan.

Name of Creditor Claim Claim # Amount $ Paid in Annual Terms

Amount Allowed Plan Payment
World Global Fund, $42,967.00 23 $42,967.00 $233.74 $46.75 Each Holder of an allowed
LLC unsecured claim shall
10 W 37th St., RIVI receive annual payments
602 of such Holder's pro rata
New York, NY share of projected
10018 disposable income as set
forth in the Plan
Projections attached hereto
as Exhibit A.

The first payment shall be

made on the first
anniversary of the
Effective Date and each
year thereafter, with the
last payment due on the
fifth anniversary of the
Effective Date.

13
 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 28 of 31

Name of Creditor Claim Claim Amount $ Paid in Annual Terms

Payment,
Web Bank a/k/a
Amount #,
24
1
Allowed Plan
$1,398.39 $279.68 The Debtor has treated
$260,556.88 $257,056.88
Toast Capital $3,500 of the total claim as

401 Park Dr #801 secured pursuant to Class 3

Boston, MA 02215 of the Plan. The balance of
the claim in the amount of
$257,056.88 is being
treated as a general
unsecured claim.

Each Holder of an allowed

unsecured claim shall
receive annual payments of
such Holder's pro rata share
of projected disposable
income as set forth in the
Plan Projections attached
hereto as Exhibit A.

The first payment shall be

made on the first
anniversary of the Effective
Date and each year
thereafter, with the last
payment due on the fifth
anniversary of the Effective
Date.

Name of Creditor Scheduled Amount Allowed $ Paid in Annual Terms

Amount Plan Payment
A-Head for Profits $5,999.18 $5,999.18 $32.64 $6.53 Each Holder of an allowed
FL unsecured claim shall
receive annual payments
of such Holder's pro rata
share of projected
disposable income as set
forth in the Plan
Projections attached hereto
as Exhibit A.

The first payment shall be

made on the first
anniversary of the
Effective Date and each
year thereafter, with the
14
 Case 8:23-bk-00250-CPM Doc 160 Filed 07/11/23 Page 29 of 31

last payment due on the

fifth anniversary of the
Effective Date.

Name of Creditor Scheduled Amount Allowed $ Paid in Annual Terms

Amount Plan Payment _

BBK Janitorial $10,000.00 $0.00 scheduled as

—
$0.00 0.00 No distribution under the
Service disputed and no claim plan.
filed

Name of Creditor Scheduled Amount Allowed $ Paid in Annual Terms

Amount Plan Payment
CB Hospitality Unknown $0.00 scheduled as
—
$0.00 $0.00 No distribution under the
Ventures disputed and no claim plan.
filed

Name of Creditor Scheduled Amount Allowed $ Paid in Annual Terms

Amount Plan Payment
Modulo, LLC 119,400.00 $119,400.00 $649.54 $129.91 Each Holder of an allowed
msecured claim shall
receive annual payments
of such Holder's pro rata
share of projected
disposable income as set
forth in the Plan
Projections attached hereto
as Exhibit A.

The first payment shall be

made on the first
anniversary of the
Effective Date and each
year thereafter, with the
last payment due on the
fifth anniversary. of the
Effective Date.

15
 „
-

12

$3,737.47
$43,156.00 $14,770.00 $7,000.00 $24,732.00 $9,000.00 $491.00 $430.00 $1,610.00 $2,500.00 $2,000.00 $4,166.00 $502,983.00 $14,348.00 $0.00 $0.00 $1,004.27 $0.00 $2,452.97 $207.58 $72.65 $0.00
$573.987.00 $56,656.00 $517,331.00 $130,608.00 $52,000.00 $4,390.00
$173,630.00
17,500.00 125,000.00

11

$7,000.00 $2,500.00 $2,000.00 $7,500.00 $25,000.00 $502,983.00 $14,885.00 $0.00 $2,452.97 $207.58 $72.65 $0.00 $3,737.47
$575,967.00 $58,099.00 $517,868.00 $173,630.00 S130,608.00 $43,156.00 $14,770.00 $52,000.00 $24,732.00. $9,000.00 S4,390.00 $491.00 8430.00 $1,610.00, $4,166.00 $0.00 $0.00 $1,004.27
$58,099.00
_
l
I I
„

10

$14,727.00 $1,004.27 $2,452.97 $3,737.47

$43,156.00 $52,000.00 $7,000.00 $27,732.00, $9,000.00 $4,390.00 $491.00 $430.00 $1,610.00 $2,500.00 $2,000.00 $25,000.00 $4,166.00, $511,353.00 $0.00 $0.00 $207.58 $72.65 $0.00
$59,896.00 S59,896.00 $526,080.00 5179,000.00 $130,608.00 $14.770.00
17,500.00
_

31 9

of $549,30135,5585,976.00 $50,293.19 $50.293.19 $499,008.16 $153,106.90 S141,394.06

$36,491.14 $14,770.00 $52,000.00 $7,000.00 522,761.06
$9,000.00

_
$4,390.00
$491.00 $430.00
$1,610.00
$2,500.00
$2,000.00
$7,500.00
$25,000.00
$4,166.00
$484,610.16 $14,397.99

•
$0.00 $0.00
$1,004.27
$13,647.05 $2,452.97 $207.58 $72.65
$0.00
$17,384.52

30
8

$22,535.70 $25,000.00 5481,107.66 $14,444.97 $13,647.05 S207.58 $72.65 $17,384.52

$49,795.24 $49,795.24 $495,552.63 $151,590.99 $139,994.12 $14,770.00 $52,000.00 $7,000.00 $9,000.00 $4,390.00 $491.00 $430.00 $1,610.00 $2,500.00 52,000.00 $7,500.00 $4,166.00 $0.00 $1,004.27 $2,452.97
$545,347.87 $36,129.84
10.00 10.00
Page _.

I. $526,045.59
$47,424.04 S47,424.04

-
$478,621.55
$144,372.38
$133,327.74 $34,409.37

.,
$14,770.00 $52,000.00 $7,000.00 $21,462.57
$9,000.00 $4,390.00
$491.00 $430.00 $1,610.00 $2,500.00 $2,000.00 $7,500.00
-$20,000.00
$4,166.00
$459,429.06
$19,192.50
$5,000.00 $0.00
$1,004.27
$13,647.05 $2,452.97
$207.58 $72.65 $0.00 $22,384.52

07/11/23
6
1
$72.65 $13,164.39 $43,881.91
532,770.83 $14,770.00 $52,000.00 $20,440.55 $9,000.00 $4,390.00 $491.00 $430.00 $1,610.00 $2,500.00 $2,000.00 $7,500.00 $20,000.00 $4,166.00 $443,544.67 $40,856.81 $13,333.00 $0.00 $1,004.27 513,647.05 $2,452.97 $207.58
$529,567.23 $45.165.75 545,165.75 $484,401.48 $137,497.50 $7,000.00
_ $126,978.80

Filed

5
Exhibit

160 $512,921.32 $43,015.00 S43,015.00 $130,950.00 5120,932.19

$31,21031 $14,770.00 $52,000.00
$7,000.00
$19,467.19
59,000.00 54,390.00
$491.00 S430.00 $1,610.00 $2,500.00 $2,000.00
57,500.00 $20,000.00
$4,166.00 5428,416.69 341,489.63 $13,333.00
_$0.00
$1,004.27 513,647.05
$2,452.97
$207.58 $72.65 $13,164.39 $43,881.91
to
A
Doc 4

$43,881.91
$14,770.00 $52,000.00 $491.00 $430.00 57,500.00 $4,166.00 $367,804.75 $40,320.25 $13,333.00 $0.00 $1,004.27 513,647.05 52,452.97 $207.58 $72.65 $13;16439
$442,537.00 534,412.00 $408,125.00-5469,906.32 $104,760.00 $24,968.25 $7,000.00 $15,573.75 59,000.00 34,390.00 $1,610.00 52,400.00 $2,000.00 $20,000.00
$34,412.00,

Exhibit

3,
548,651.91
$10,000.00 $52,000.00 520,765.00 $4,390.00 $1,610.00 $2,500.00 $2,000.00 $7,500.00 $20,000.00 $4,166.00 5430,48437 $45,282.63 518,103.00 $13,647.05 $207.58 $72.65 $13,16439
$45,882.00 $45,882.00 5475,767.00 $139,680.00 $33,291.37 $7.000.00 $491.00 $430.00 $1,004.27 $2,452.97
5521,649.00
$115,661.00196,745.75
$9,000.013 ,S0.00
-
- _

$43,881.91
$9,000.00 $4,390.00 $1,610.00 $2,500.00, $2,000.00 $7,500.00 S20,000.00 $439,412.00 545,646.00 S13,333.00 $1,004.27 $13,647.05 $207.58 $72.65 $13,164.39
$47,302.00 $47,302.00 $485,058.00 $144,000.00 $119,239.00 $34,321.00 $10,000.00 $52,000.00 57,000.00 $491.00 $430.00 $4,166.00 $0.00 $2,452.97
$532,360.00
.$20,765.00

8:23-bk-00250-CPM

$7,000.00 $2,000.00 $7,500.00 $416,612.00 $50,149.00 $1,004.27 $72.65 $13,164.39 $53,881.91

$48,765.00 $466,761.00 $151,579.00 $121,673.00 $52,000.00 $20,765.00 $4,390.00 $491.00 $430.00 $1,610.00 $2,300.00 $0.00 $0.00 $2,452.97 $207.58
$515,526.00 $48,765.00 $35„874.00
I 1$23,333.00 I 1S13,647.05
19,000.00

Case
paidi$0.00

Creditors

been

has
Loan
Projections

Unsecured
claim DIP
-
-
Flow 4
Revenue
LLC
Case
estimate
I, Class

-
Dept
for
IRS FL Funding

fee of of Funding
flow
60-Month

- Sold.
Expenses Sold accounting Expenses

Plan Income Capital cash

Labor Claim

(Loss) Linen Claim Claim

to Leases
and
Yard
& Reserves

Newtek/SBA Leaf WebBank McIntyre

Payments

Goods
Payout Tax Cure
the "B"
Goods
Taxes
Tax - - - -
Direct
of of
Purchases Freight-in Indirect
Sales Profit management
Fees Fees 1
2 3 5 Plan
of
Expenses

Tips Operating
Projected

Hall
Exhibit Revenue.
-
Gross Costs
_
Add:
_,.
Costs

$56,656.00,
Gross
krpises Kitchen
Payroll Payroll Vigor Rent Cleaning
Bar Utilities
Insurance
Bank Internet/phone
Equipment
Miscellaneous Maintenance Uniforms Operating
Legal Total Net Administrative Priority
Priority Ivanhoe
Class Class Class Class Total

_,
Net
31
of
31

Page

07/11/23

Filed

160

Doc

837,479.17

Year
8:23-bk-00250-CPM

828,758.60 5871.80 $44,172.60

56,413,278.69 $2,001,816.32 $1,694,159.44 S480,447.18 $193,685.07 $681,861.65 $294,919.12 $121,554.95 $57,564.86 $6.438.35 $5,807.63 $21,111.49 $32,781.81 $26,225.45 $101,295.79 $494,029.00 $54,63635 $6,362,877.19 $50,401.50 $0.00 80.00 512,051.24 80.00 82,490.96 $0.00 56,228.90
$7,073,620.34 $660,341.65 5660,341.65 $94,542.74

4
Case

Year

$1,943,510.99 51,644,814.99 $91,789.07 520,496.59 $31,827.00 $25,461.60 $98,345.43 553,045.00 86,191,939.86 851,253.77 512,051.24 $0.00 828,758.60 $2,490.96 8871.80 80.00 $44,172.60
S6,884,302.03 $641,108.39 $641,108.39 $6,243,193.64 $188,043.76 $662,001.60 $286,329.24 $118,014.52 $55,888.21 $6,250.82 8494,029.00 80.00 80.00 87,081.17
-S466,453.57
,55,638.47

Year

$0.00 82,490.96
$622,435.33 $622,435.33 $1,886,903.88 $1,596,907.76 $182,566.76 $642,720.00 $89,115.60 S114,577.20 $54,260.40 $6,068.76 $5,474.24 819,899.60 530,900.00 $95,481.00 8494,029.00 551,500.00 S6,025,981.29 $51,634.01 80.00 812,051.24 828,758.60 $871.80 80.00 $44,172.60 57,461.41
$6,700,050.64
$6,077,61531
S452,867.55 $277,989.55 824,720.00
-$0.00

Year

8439,677.23 $177,249.28 S5,892.00 $5,314.80 $19,320.00 830,000.00 S24,000.00 $50,000.00 $5,864,856.47 512,051.24 80.00 $28,758.60 8871.80 844,172.60
$6,520,730.55 $604,306.15 $5,916,424.40 $1,831,945.51 $1,550,395.88 $624,000.00 $86,520.00 $269,892.77 $111,240.00 $52,680.00 $92,700.00 $494,029.00 551,567.93 S0.00 80.00 82,490.96 $0.00
$604,306.15 [$7.395.33

Year

$2,490.96 8346,427.43 $9,312.35

$5,824,480.14 51,783,796.77 $1,507,769.66 $84,000.00 $52,680.00 $5,892.00 55,160.00 819,320.00 829,700.00 824,000.00 890,000.00 8245,000.00 845,826.00 $0.00 899,768.00 8122,823.45 $29,435.64 8871.80 $78,986.34
$586,705.22 $586,705.22 $428,934.10 $152,930.00 $624,000.00 $261,731.82 $108,000.00 55,468,740.36 .50.00 5355,739.78 80.00 $12,051.24
S6,411,185.36
 BRETT R. RENTON
PARTNER
Shutts Et Bowen LLP

51111gta
300 South Orange Avenue
Suite 1600
Orlando, FL 32801
DIRECT (407) 835-6791
EMAIL BRenton@shutts.com

April 4, 2024

VIA FEDERAL EXPRESS VIA FEDERAL EXPRESS

The Hall at The Yard, LLC The Hall at the Yard, LLC
1412 Alden Road 13518 Westshire Drive
Retail Building A Tampa, FL 33618
Orlando FL 32803

VIA FEDERAL EXPRESS

The Hall at The Yard, LLC
1701 N. Franklin Street
Tampa, FL 33602

NOTICE OF MONETARY DEFAULT

YOU ARE HEREBY NOTIFIED that The Hall at the Yard LLC ("Tenant") is in default
in the payment of (a) rent pursuant to that certain Retail Lease dated January 28, 2019, First
Amendment to Lease Agreement dated April 19, 2019, Second Amendment to Lease Agreement
dated March 2, 2020, Third Amendment to Lease Agreement dated March 1, 2022 (the "Lease")
for land located at Retail Building "A" containing the Premises at 1412 Alden Road, Orlando
Florida 32803, as otherwise described in the Lease (the ''Premises"), between Ivanhoe Place
Propco, LLC ("Land lore) and Tenant and (b) monthly payments required under Tenant's
Chapter 11, Subchapter V Plan, as amended and modified (the "Plan"), which was confirmed by
Order of the Bankruptcy Court entered on July 11, 2023 (the "Bankruptcy Installment
Paymente). Despite repeated demands seeking full payment for the Monthly Rent, CAM
Estimated Charges, Utilities, CAM Reconciliation for 2023, Bankruptcy Installment Payments
and Sales Taxes (collectively "Rent"), Tenant has failed to pay the Rent.

Tenant has failed to pay the Rent for a total principal amount now due and owing of Two
Hundred Forty-Nine Thousand One Hundred Five and 16/100 Dollars ($249,105.16), as more
particularly illustrated on Exhibit "A" attached hereto. As such, demand is hereby made that you
pay the amount of Rent due or deliver possession of the Premises to the undersigned within five
(5) days of the service of this notice upon you. Delivery of possession of the Premises to the
Landlord shall not constitute an acceptance of surrender, and you shall remain fully liable under
the Lease. This notice is being furnished to you in accordance with Section 83.20, Florida
Statutes, the Lease and the Order confirming the Plan.

shutts.com I FORT LAUDERDALE I JACKSONVILLE I MIAMI I ORLANDO I SARASOTA I TALLAHASSEE I TAMPA I WEST PALM BEACH

G
Notice of Monetary Default
April 4, 2024
Page Two

No payment by Tenant, or receipt by Landlord, of a lesser amount than the Rent specified
above or otherwise actually owed under the terms of the Lease and the Plan shall be deemed to
be other than on account of the earliest stipulated Rent or Bankruptcy Installment Payment, nor
shall any endorsement of, or statement on, any check or any letter accompanying any check or
payment of Rent or Bankruptcy Instalhnent Payment be deemed an accord and satisfaction.
Landlord may accept the check or partial payment without prejudice to Landlord's right to
recover the balance of the Rent or to pursue any other remedy and such receipt shall not be
deemed to operate as a waiver of Landlord's rights under this notice to pursue eviction or any
other remedies available to Landlord.

The enumeration in this letter of defaults is not intended to be all inclusive and is not
intended as a waiver of any other defaults by Tenant. You should not construe this letter or any
other action or inaction on the part of Landlord as an election of any remedies or as a waiver of
any rights, claims, or defenses otherwise available to Landlord, all of which are reserved.
Furthermore, our client may elect to resort to one or more of these rights and remedies at any
time without further notice to you.

Very Duly Yours,

_2_
'
Shu Bowen

APO
Brett R. Renton

BRR:tm
Enclosures —
Exhibit A

cc: Landlord (Via Email)

Edward J. Peterson, III, Esq. (Via Email edwardp@iptinn.com)
-

Kathleen L. DiSanto, Esq., (Via Email kdisanto@bushmss.com

-

ORLDOCS 21285116 3
Unpaid Charges Retail Tenants
THE HALL AT THE YARD LLC (thehalla)
Date Description Charges Payments Balance
Balance Forward 0

10/1/2023 Bankruptcy Installment #1 13,647.05 13,647.05

11/1/2023 Bankruptcy Installment #2 13,647.05 27,294.1.0
12/1/2023 Bankruptcy Installment #3 13,647.05 40,941.15
1/1/2024 Bankruptcy Installment #4 13,647.05 54,588.20
2/1/2024 Bankruptcy Installment #5 13,647.05 68,235.25
2/1/2024 Rental Income (02/2024) 17,091.91 85,327.16
Sales Tax (02/2024) 854.6 86,181.76
2/1/2024
2/1/2024 CAM Estimated Charges (02/2024) 12,839.99 99,021.75
2/1/2024 Sales Tax (02/2024) 642 99,663.75
2/8/2024 OUC 01/04/24 TO 02/05/24 2,467.66 102,131.41
2/27/2024 2023 OPEX Reconciliation 10,471.29 112,602.70
2/27/2024 Sales Tax 523.56 113,126.26
3/1/2024 Bankruptcy Installment #6 13,647.05 126,773.31
3/1/2024 Rental Income 37,885.00 164,658.31
3/1/2024 CAM Estirnated Charges 12,839.99 177,498.30
3/1/2024 Sales Tax 2,536.25 180,034.55
3/11/2024 02/05/24 to 03/05/24 2,162.32 182,196.87
4/1/2024 Bankruptcy Installment #7 13,647.05 195,843.92
4/1/2024 Rental Income 37,885.00 233,728.92
4/1/2024 Sales Tax 1,894.25 235,623.17
4/1/2024 CAM Estirnated Charges 12,839.99 248,463.16
4/1/2024 Sales Tax 642 249,105.16

EXHIBIT A