RBI Template Lease

SHOPPING CENTER LEASE
This Shopping Center Lease (the “Lease”) is dated for reference purposes as of October 16, 2007, and is made and entered into
by and between 59TH MCDOWELL II INVESTORS, LLC, an Arizona limited liability company (“Landlord”) and EDISON J. GRANADA, a
single man (“Tenant”).
SECTION 1: BASIC LEASE TERMS
1.1. Shopping Center. That real property and improvements now or to be located thereon at or near the NWC of
Street One and Street Two in Insert City, Maricopa County, Arizona, as generally depicted
on Exhibit “A” hereto and more commonly known as Shopping center name.
1.2. Shopping Center Area. Approx. leasable square feet.
1.3. Premises. That certain space at the Shopping Center leased to Tenant, pursuant to the terms and
conditions of the Lease, as generally depicted on Exhibit “A” hereto and having the
following address:
INSERT ADDRESS & SUITE NO. OF PREMISES
INSERT CITY, STATE ZIP
1.4. Premises Area. Approx. square feet.
1.5. Landlord’s Notice Address. LANDORD NAME

c/o RBI Management Services, LLC
8131 E. Indian Bend Rd, Suite 101
Scottsdale, AZ 85250
Tel. (480) 483-0373 / Fax (480) 483-0337
1.6. Tenant’s Notice Address. TENANT NAME

Address
City, State Zip
Tel. / Fax
1.7. Tenant’s Trade Name(s): [Insert Trade Name(s), if any, or write “To be determined.”].
1.8. Guarantor(s). GUARANTOR NAME(S), husband and wife. See Exhibit “C.”
1.9. Tenant’s Use(s). Primary Use: .

Ancillary Use(s): .
1.10. Lease Term. ( ) months following the Rent Commencement Date.
1.11. Landlord’s Broker/Agent. Retail Brokers, Inc. / Agent(s) Name (Tel. 480-894-6363)
1.12. Tenant’s Broker/Agent. None.
1.13. Base Rent. Lease Year (Months) Base Rent Base Rent
Per SF Per Year Per Month
Year 1 (Months 1-__) $0.00
Year 1 (Months __-12) $0.00
Year 2 (Months 13-24) $0.00
Year 3 (Months 25-36) $0.00
Year 4 (Months 37-48) $0.00
Year 5 (Months 49-60) $0.00
Year 6 (Months 61-72) $0.00
Year 7 (Months 73-84) $0.00
Year 8 (Months 85-96) $0.00
Year 9 (Months 97-108) $0.00
Year 10 (Months 109-120) $0.00
1.14. Estimated Initial CAM Expenses. per month (Pro rata share: %)
1.15. Privilege Tax Rate. 0.0%, subject to adjustment by relevant governmental authorities.
SECTION 2: TERM
The term of the Lease is that period of time set forth in Section 1.10 hereof (the “Lease Term”). At the expiration of the initial Lease Term,
Tenant shall have the option to extend the Lease for one (1) additional extension term(s) of five (5) year(s) each (“Extension Term(s)”).
Tenant shall deliver written notice to Landlord of its election to exercise such option(s) not later than one-hundred twenty (120) days prior to
expiration of the initial Lease Term or the latest Extension Term, if applicable. The Base Rent shall be increased at the commencement of the
Extension Term(s) by three percent (3%) of the immediately prior year and shall continue to increase by three percent (3%) per year on
each anniversary of the Rent Commencement Date. As used herein, the term “Lease Term” shall mean the initial Lease Term and any and all
Extension Terms.
SECTION 3: POSSESSION AND USE
3.1. Substantial Completion; Occupancy and Delivery of Possession. Tenant shall accept delivery of possession of the Premises upon
notice to Tenant that the Premises are available for occupancy and substantial completion of Landlord’s Work as described in Exhibit
“B” hereto. Notwithstanding the foregoing, Landlord makes no representation to Tenant as to the actual or approximate date upon which
Landlord shall deliver possession of the Premises to Tenant for Tenant’s occupancy. As used herein, “substantial completion of
Landlord’s Work” means the date on which Landlord notifies Tenant that Landlord’s Work at the Premises is substantially complete
notwithstanding the fact that minor or insubstantial details of construction, mechanical adjustment or decoration remain to be performed,
it being understood and agreed that Landlord will not be required to install or complete all items of Landlord’s Work (such as heating, air
conditioning and sprinkler systems, if applicable) until Tenant has commenced construction of Tenant’s Work and completed portions of
same to a point when Landlord may reenter the Premises and complete all items of Landlord’s Work.
3.2. “As Is” and “Where Is” Condition; Nuisance. Subject to Landlord’s Work as described in Exhibit “B” hereto, Tenant shall accept the
Premises in “as is” and “where is” condition. Tenant shall not commit or suffer to be committed any waste upon the Premises or any
nuisance or other act or thing which may disturb the quiet enjoyment of any other tenant of the Shopping Center, or which may disturb
the quiet enjoyment of any person within five hundred (500) feet of the boundaries of the Shopping Center.
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Center Name or X-Streets-Tenant Name dba ___-RBI Agent Initials-Rev. Mo Day 07 RBI Lease Short Form-Rev. 09/07
3.3. Tenant’s Uses Use Restrictions; Permissibility of Tenant’s Use . Tenant shall use the Premises continuously and without interruption
only for the Primary Use and, if any, the Ancillary Use(s) specified in Section 1.09 hereof. Tenant shall not change its Primary Use
without the prior written consent of Landlord. Tenant shall not use the Premises in violation of law or governmental regulation or in any
manner that disturbs, trespasses on or interferes with the business of any other tenant of the Shopping Center. Tenant shall not use,
generate, release, store or dispose of any hazardous materials at the Premises and shall not permit any objectionable or unpleasant
odors, smoke, dust, gas, noise or vibrations to emanate from the Premises. Tenant shall be responsible for complying with any and all
covenants, conditions and/or restrictions of record and all provisions of the applicable municipal zoning code pertaining to the Shopping
Center. Tenant shall be responsible for obtaining any required special use permits to operate its business. Landlord and its
representatives, agents, brokers or employees have made no representation or warranty as to the present or future suitability of the
Premises for the conduct of Tenant’s business. Tenant shall be solely responsible for investigating and determining the permissibility,
propriety and legality of Tenant’s proposed use(s) within the Premises.
3.4. Primary Use Protection. During the Lease Term, Landlord shall not lease space in the Shopping Center to any tenant whose
primary use, as set forth in such tenant’s respective lease, is the same as Tenant’s Primary Use as set forth in Section 1.09 hereof. In
the event that another tenant’s primary use is not specifically identified as such in its respective lease, then its primary use shall mean a
use from which said tenant derives more than fifty percent (50%) of its gross sales at the Shopping Center. The foregoing primary use
protection provision shall not apply to any existing tenant or occupant of the Shopping Center as of the mutual execution of the Lease.
[IF NO PRIMARY USE PROTECTION, THEN DELETE THIS ENTIRE PARAGRAPH]
SECTION 4: RENT
4.1. Rent Commencement Date. Tenant’s obligation to pay Base Rent, CAM Expenses, Privilege Tax and other sums due hereunder
shall commence on the “Rent Commencement Date.” CHOOSE ONE: [NO FIXTURIZATION PERIOD]: The Rent Commencement
Date shall be the date on which Landlord delivers possession of the Premises to Tenant. OR [WITH FIXTURIZATION]: . The Rent
Commencement Date shall be one (1) day following the expiration of the Fixturization Period. The “Fixturization Period” is that period
of time commencing on the delivery of possession of the Premises to Tenant and expiring on the earlier of (i) zero (0) days following
delivery of possession of the Premises to Tenant for Tenant’s occupancy, or (ii) Tenant opening for business at the Premises.
4.2. Base Rent. Commencing on the Rent Commencement Date, Tenant shall pay to Landlord the guaranteed base rent (“Base Rent”)
set forth in Section 1.13 hereof, at Landlord’s notice address designated in Section 1.05 hereof. The Base Rent is due in advance in
equal monthly installments without setoff or deduction, notice or demand, and continuing thereafter due on or before the first (1st) day of
each succeeding calendar month. The monthly Base Rent for any portion of a calendar month shall be prorated on the basis of a thirty
(30) day month. During any period of time when Base Rent may be abated in part or in full, if applicable, Tenant shall remain obligated to
pay CAM Expenses and Privilege Tax on such CAM Expenses.
4.3. Late Fee, Returned Checks, Interest. Landlord and Tenant agree that in the event Tenant fails to pay any installment of Base Rent,
CAM Expenses, Privilege Tax or other sums payable by Tenant hereunder within five (5) calendar days after same has become due
and payable, Landlord shall also be entitled to recover from Tenant a late fee equal to ten percent (10%) of the amount due. Further,
the parties agree that each time a check remitted by Tenant is returned unpaid by a bank for insufficient funds, stop payment or other
reason not the fault of Landlord, Landlord shall be entitled to charge Tenant a service fee of Twenty-Five and 00/100 Dollars ($25.00) to
cover its administrative expense, plus all bank fees incurred by Landlord in connection with such returned check. Landlord’s acceptance
of any interest payments and/or late fee shall not constitute a waiver of Tenant’s default with respect to the overdue sum, or prevent
Landlord from exercising any of its other rights and remedies under the Lease. In addition, Tenant agrees to pay Landlord any and all
costs incurred by Landlord in effecting the collection of such past due sums, including the fees of an attorney or collection agency. In
addition to the late and returned check fees referred to above, all past due rent and other amounts, shall bear interest at the rate of
twelve percent (12%) per annum.
SECTION 5: DEPOSITS
5.1. Security Deposit. Tenant shall deposit with Landlord, upon Tenant’s execution and delivery of the Lease, a sum in the amount of
$0.00 Dollars ($0.00) (the “Security Deposit”) to be held by Landlord as security for the faithful performance by Tenant of all the
terms, covenants and conditions of the Lease and any renewals or extensions thereof. If Tenant defaults hereunder, Landlord may apply
or retain all or any part of the Security Deposit for the payment of any sum due hereunder and/or for any amount which Landlord may
spend or become obligated to spend by reason of Tenant’s default, or to compensate Landlord for any other loss or damage which
Landlord may suffer by reason of Tenant’s default. Upon the application or retention of any or all of the Security Deposit, Tenant shall,
within five (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its
original amount and Tenant’s failure to do so shall be a default under the Lease. Landlord shall not be required to keep the Security
Deposit separate from its general funds, and Tenant shall not be entitled to interest on such Security Deposit. If Tenant shall fully and
faithfully perform every provision of the Lease to be performed by it, the Security Deposit or any remaining balance thereof shall be
returned to Tenant (or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder) within thirty (30) days following expiration
of the Lease Term. In the event of termination of Landlord’s interest in the Lease by reason of sale of the Premises or other reason,
Landlord may transfer the Security Deposit or any remaining balance thereof to Landlord’s successor in interest and, thereupon, Landlord
shall be discharged from any further liability with respect such Security Deposit.
5.2. Pre-Paid Rent Deposit. Tenant shall pay to Landlord, upon Tenant’s execution and delivery of the Lease, the total amount of $0.00
Dollars ($0.00) (the “Pre-Paid Rent”), which amount shall be applied to the Base Rent, CAM Expenses and Privilege Tax for the first
(1st) full calendar month following the Rent Commencement Date. [DELETE THIS PARAGRAPH IF NO PRE-PAID RENT AND ALSO
DELETE “5.01 Security Deposit” ABOVE SINCE THERE WILL NOT BE A SECTION 5.02]
SECTION 6: TAXES
6.1. Real Estate Taxes. During the Lease Term, Tenant shall pay to Landlord its pro rata share of all real property taxes and general
and special assessments (“Real Estate Taxes”) levied and assessed against the Premises which accrue during the Lease Term based
upon the ratio of square footage of the Premises to the total square footage of the building or buildings which are part of the tax parcel on
which the Premises are located. Tenant’s pro rata share of the Real Estate Taxes shall be paid together with and as a part of CAM
Expenses. Real Estate Taxes for any partial Lease Year shall be apportioned and adjusted so that Tenant shall not be responsible for
Real Estate Taxes accruing prior or subsequent to the Lease Term.
6.2. Privilege Tax. In addition to and together with the Base Rent and CAM Expenses, Tenant shall pay to Landlord the transaction
privilege tax levied or imposed upon Landlord by any federal, state, county, city and municipal authority (other than income and/or estate
taxes) attributable to or measured by the commercial rental income and other charges or prorations payable by Tenant pursuant to the
Lease.
6.3. Personal Property Taxes. Tenant shall pay all taxes assessed against the leasehold interest on personal property owned or placed
in the Premises by Tenant prior to delinquency and prior to same becoming a lien on the Premises. Tenant shall protect and hold
harmless Landlord and the Premises from any and all liability for Tenant’s share of any and all such personal property taxes,
assessments and charges together with any interest, penalties or other charges thereby imposed, and from any sale or other
proceedings to enforce payment thereof.
SECTION 7: COMMON AREAS AND COMMON AREA MAINTENANCE EXPENSES
7.1. Common Areas Defined. “Common Areas” means all areas and facilities in the Shopping Center that are within the exterior
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boundaries and ingress and egress roadways of the Shopping Center, which are now or in the future available for general use,
convenience and benefit of Landlord, Tenant and all other tenants and other Persons entitled to occupy floor space in the Shopping
Center, including, without limitation, all parking areas, parking structures, driveways, open and enclosed courts and malls, sidewalks,
walkways, service corridors, loading platforms, canopies, elevators, escalators, washrooms, signs, lounges, landscaped and planted
areas, shelters, service areas and all other service facilities and equipment, if any.
7.2. Tenant’s Use of Common Areas. Landlord grants to Tenant and its agents, employees, licensees, invitees and contractors a non-
exclusive, revocable license to use the Common Areas during the Lease Term. Tenant shall keep all Common Areas free and clear of
any obstructions created or permitted by Tenant or resulting from Tenant’s operations. Tenant shall permit the use of Common Areas
only for normal parking and ingress and egress to and from the Premises. If the amount of the Common Areas is diminished at any time
during the Lease Term, Landlord shall not be subject to any liability nor shall Tenant be entitled to any compensation or diminution or
abatement of rent, nor shall the revocation of the license to use or diminution in size of the Common Areas be deemed constructive or
actual eviction.
7.3. Landlord’s Control of Common Areas. Landlord shall have exclusive control of the Common Areas, and may, without limitation,
lease space within the Common Areas to tenants for the sale of merchandise or services, and permit advertising displays, educational
displays and entertainment in the Common Areas. None of the foregoing shall materially adversely affect the visibility or accessibility of
the Premises.
7.4. Landlord’s Right to Reconfigure and Limit Tenant Parking Spaces; Parking Lots. Notwithstanding anything herein to the contrary,
Landlord shall have the absolute right, in its sole discretion, to reconfigure the parking facilities within the Common Areas or any other
parking area at the Shopping Center and to limit the number and location of parking spaces designated for use by Tenant or its agents,
employees, licensees, invitees and contractors. Upon written request therefor, Tenant shall furnish to Landlord the automobile makes
and license plate numbers of Tenant and its employees. Tenant shall be responsible for a fee of Ten and 00/100 Dollars ($10.00) per
day per automobile parked outside any parking area designated by Landlord for use by Tenant and its employees.
7.5. Landlord’s Maintenance Responsibilities. Landlord shall be responsible for keeping the Common Areas neat, clean and orderly,
properly lighted and landscaped, and shall cause to be repaired any damage to Common Areas facilities. Landlord shall not be liable to
Tenant on account of its failure to maintain or make repairs in connection with the Common Areas unless Tenant shall have given
Landlord written notice of the necessity for such maintenance or repairs and has afforded Landlord a reasonable opportunity to effect
same after such notice and provided that any damage arising therefrom shall not have been caused by the negligence, willful act or
omission of Tenant.
7.6. CAM Expenses Defined. Common Area Maintenance Expenses (“CAM Expenses”) are all sums expended and/or incurred by
Landlord in connection with the general operation, maintenance, replacements, repairs and cleaning of the Common Areas, including,
without limitation, resurfacing, painting, restriping, cleaning, trash collection, sweeping, roof maintenance/repair, landscaping, lighting,
directional signs, security costs, cleaning/janitorial services, seasonal decorations; capital replacement reserves, third party management
and accounting fees, and the cost of adequate public liability, fire and property damage insurance covering the Shopping Center. In
addition, Tenant shall pay to Landlord an administrative fee in an amount not to exceed fifteen percent (15%) of the aforementioned CAM
Expenses.
7.7. Payment of Pro Rata Share of CAM Expenses. Tenant shall pay to Landlord its pro rata share of the CAM Expenses based upon
the ratio of the square footage of the Premises to the total square footage of all leasable building space in the Shopping Center, in equal
monthly installments, due on or before the first (1 st) day of each calendar month. The initial monthly charge for Tenant’s pro rata share of
the CAM Expenses is that amount set forth in Section 1.14 hereof, which is an estimate only subject to a year end reconciliation and
shall be adjusted each calendar year upwards or downwards based on actual costs incurred.
7.8. Year End CAM Expenses Reconciliation. Not more than four (4) times and not less than one (1) time per calendar year, Landlord
shall furnish Tenant a notice showing the actual CAM Expenses and Tenant’s actual pro rata share of the CAM Expenses for the
respective period and the payments Tenant made for same. If Tenant’s actual pro rata share of CAM Expenses exceeds Tenant’s
payments, Tenant shall pay Landlord the deficiency within fifteen (15) days after receipt of such notice. If Tenant’s payments exceed
Tenant’s pro rata share of CAM Expenses, Tenant shall be entitled to, subject to any offsets or monies due to Landlord by Tenant, a
credit or, if the Lease has expired, a refund.
SECTION 8: MAINTENANCE AND REPAIRS OF PREMISES
8.1. Tenant’s Obligations. Tenant shall, at Tenant’s sole cost and expense, repair, replace and maintain the Premises in good and
tenantable condition (except that portion of the Premises to be maintained by Landlord as provided in Section 8.02 hereof), including,
without limitation, utility meters, fixtures, air conditioning and heating equipment, electrical equipment, plumbing fixtures and pipes,
storefront, Tenant’s signs, locks, windows, doors and floors and all such items as may from time to time be required by any governmental
authority, including compliance with the American with Disabilities Act (ADA). Tenant shall contract with a service company for the
quarterly maintenance of air conditioning and heating equipment servicing the Premises and for pest extermination at reasonable
intervals to prevent any infestation. Tenant shall keep the outside areas immediately adjoining the Premises free of any obstructions,
rubbish and/or merchandise. Tenant shall not erect on the roof or exterior walls of the Premises any aerial, satellite dish or other item
requiring roof penetration without the prior written consent of Landlord. If Tenant fails to maintain or repair the Premises as required
herein, Landlord may make such repairs at Tenant’s cost plus twenty percent (20%) of such cost as overhead.
8.2. Landlord’s Obligations. Landlord shall keep, repair and maintain in good and tenantable condition the structural portions of the roof
and roof membrane (including replacements thereof) and exterior walls, structural parts of the Premises and structural floor, pipes and
conduits outside the Premises for the furnishing to the Premises of various utilities (except to the extent that such repairs may be the
obligation of the appropriate public utility company). Landlord shall not be required to make repairs necessitated by the negligence, acts
or omissions of Tenant or its agents, employees, licensees, invitees and contractors or by reason of the failure by Tenant to perform or
observe any of its obligations herein. In no event shall Landlord be liable to Tenant on account of its failure to maintain or make repairs
as provided herein unless Tenant shall have given Landlord written notice of the necessity for such maintenance or repairs and has
afforded Landlord a reasonable opportunity to effect same after such notice.
8.3. Entry. Landlord and/or its agents have the right to enter the Premises at any time without prior notice to Tenant to make emergency
repairs. In the event of non-emergency repairs, Tenant shall permit Landlord and/or its agents, upon prior notice of at least 24 hours, to
enter the Premises during usual business hours to inspect and make repairs.
8.4. Rules and Regulations. Tenant shall comply with all reasonable rules and regulations governing the Shopping Center as may be
promulgated from time to time by Landlord, provided that such rules and regulations apply uniformly to all tenants in the Shopping
Center.
SECTION 9: LANDLORD’S WORK AND TENANT’S WORK
9.1. Landlord’s Work. Landlord agrees to complete Landlord’s Work, as described in Exhibit “B” hereto.
9.2. Commencement and Completion of Tenant’s Work. Upon delivery of possession of the Premises to Tenant,
Tenant agrees to diligently proceed with Tenant’s Work, as described in Exhibit “B” hereto, and to thereafter complete same and
open for business no later than the Rent Commencement Date.
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9.3. Tenant Improvement Allowance. Landlord shall pay to Tenant a one-time cash allowance up to and not to
exceed $0.00 Dollars ($0.00) per square foot of floor area of the Premises (“Tenant Improvement Allowance”), for a total
amount up to and not to exceed $0.00 Dollars ($0.00), as partial reimbursement to Tenant of the actual cost to perform Tenant’s
Work. Any and all costs to complete Tenant’s Work in excess of the Tenant Improvement Allowance shall be the responsibility of
Tenant.
9.4. Payment of Tenant Improvement Allowance. Landlord shall pay to Tenant the Tenant Improvement Allowance
within fifteen (15) days of satisfaction of the following conditions:
a. Tenant is not in default or breach in any manner under the Lease;
b. Tenant has opened for business to the general public at the Premises;
c. Tenant has provided Landlord with a written request for disbursement of the Tenant Improvement Allowance;
d. Tenant has provided Landlord with proof of expenditures;
e. Tenant has provided Landlord with full and final unconditional lien waivers from each and every one of Tenant’s contractors
and subcontractors and suppliers who furnished labor and/or materials in connection with the performance of Tenant’s Work; and
f. Tenant has provided Landlord with a copy of the Certificate of Occupancy or comparable authorization issued by the
municipality in which the Premises are located.
SECTION 10: ALTERATIONS AND IMPROVEMENTS TO THE PREMISES
Tenant may, at Tenant’s sole cost and expense, after giving Landlord advance written notice of at least twenty (20) days, make such
alterations and improvements to the interior of the Premises (except those of a structural nature) as Tenant may find necessary or convenient
for Tenant’s purposes, provided that the value of the Premises is not thereby diminished. In no event, however, may alterations or
improvements costing more than Five Thousand and 00/100 Dollars ($5,000.00) be made without first obtaining the written consent of
Landlord. No changes may be made by Tenant to the exterior or roof of the Premises and Tenant may not penetrate the ceiling. Tenant shall
be responsible for any and all damages resulting from any construction by or at the direction of Tenant in or about the Premises and all such
work shall be done in accordance with the laws and regulations of relevant governmental authorities. Tenant and its contractors shall carry
adequate liability and workers’ insurance covering any work done at the Premises on or at the direction of Tenant.
SECTION 11: SIGNS AND ADVERTISING
11.1. Landlord Approval of Tenant’s Sign Criteria. Upon the written request of Tenant, Landlord shall deliver its sign
criteria to Tenant. Upon mutual execution of this Lease, Tenant shall submit to Landlord, for Landlord’s written approval, two (2)
sets of drawings showing the dimensions and specifications of Tenant’s proposed signs to be installed by Tenant at the Premises.
Landlord shall only approve Tenant’s proposed signs as to appearance and location. Tenant shall be responsible for complying with
all applicable governmental codes with respect to its signage and for obtaining all necessary sign permits from the appropriate
governmental authority. Tenant shall install all approved signs prior to opening for business at the Premises.
11.2. Monument Sign. Landlord makes no warranties or representations regarding the past, current or future
existence of any monument sign at the Shopping Center, which serves to identify the business(es) operating at the Shopping
Center. If any monument sign is erected and maintained at the Shopping Center prior to or at any time during the Lease Term,
Tenant shall have no right or interest to place its business name on such sign without the prior written approval of Landlord, such
approval to be granted in Landlord’s sole discretion
SECTION 12: MECHANIC’S LIENS
Tenant shall pay for all work done at the Premises by Tenant or its contractors and shall keep the Premises and Shopping Center free and
clear of all mechanic’s liens, materialmen’s liens and other liens on account of work done or materials supplied to Tenant or any person or
entity claiming under Tenant. If Tenant desires to contest any claim of lien, Tenant shall furnish Landlord adequate security in the amount of
the claim, plus estimated costs and interest, or at Landlord’s request, Tenant shall procure and record a bond issued by a responsible
corporate surety in such amount as is required by statute for the discharge of the lien. If a final judgment establishing the validity or existence
of a lien for any amount is entered, Tenant shall immediately pay and satisfy same. If Tenant fails to pay any charge for which a mechanics’
or materialmen’s lien claim has been recorded or suit to foreclose a lien has been filed, and if Tenant shall not have provided security to
protect the Premises and Landlord against such claim of lien, Landlord may pay the claim and associated costs, and the amounts so paid,
together with reasonable attorneys’ fees incurred, shall be immediately due and owing from Tenant to Landlord plus interest at a rate of twelve
percent (12%) per annum from the date of Landlord’s payment.
SECTION 13: UTILITIES
Tenant shall, on or before delivery of possession of the Premises to Tenant, transfer all billings of the utilities to its name and promptly pay for
all gas, electricity, water, sewer, telephone and other utilities, temporary and permanent, that are delivered to or otherwise provided to the
Premises. If water or electricity or other utility charges are not separately billed to Tenant, Landlord reserves the right either to estimate such
a bill and to charge Tenant accordingly, or to require installation by Tenant of a meter at Tenant’s sole cost and expense. Landlord shall not
be liable to Tenant if the furnishing by Landlord or by any other supplier of any utility service\to the Premises is interrupted or impaired by fire,
accident, riot, strike, act of God, shortage of supply, governmental regulation, or by any cause beyond Landlord’s control and such interruption
or impairment shall not be construed as an eviction or disturbance of possession.
SECTION 14: HAZARDOUS MATERIALS
Tenant shall not use, generate, release, manage, treat, manufacture, store or dispose of on, under or about the Premises or transport to or
from the Premises (any of the foregoing hereinafter referred to as a “Use”) any hazardous material unless: (a) such Use is specifically
disclosed to and approved by Landlord prior to such Use; and (b) such Use is conducted in compliance with any and all federal, state and local
hazardous materials statutes, laws, ordinances, rules, decrees, orders and regulations (“Hazardous Material Laws”). Tenant shall
indemnify, defend and hold Landlord harmless for, from and against any and all liabilities, claims, damages and costs, including reasonable
attorneys’ fees, in connection with any breach by Tenant of any provision of this Section 14. The foregoing indemnity shall survive the
termination of the Lease.
SECTION 15: TENANT’S DEFAULT AND LANDLORD’S REMEDIES
15.1. Events of Default by Tenant. The occurrence of one or more of the following events (each referred to herein as
an “Event of Default”) shall constitute a material default and breach of the Lease by Tenant:
(a) Failure by Tenant to pay within five (5) days when due any Base Rent, CAM Expenses, Privilege Tax and any other sums
payable by Tenant hereunder.
(b) Abandonment or vacating of the Premises by Tenant, which shall include Tenant’s failure to take possession of the
Premises upon delivery of same and the cessation of Tenant’s business within the Premises for more than five (5) consecutive business days
unless such cessation is excused or permitted under the express terms of the Lease.
(c) Making by Tenant or any guarantor of the Lease of a general assignment or general arrangement for the benefit of
creditors of any proceeding under any insolvency or bankruptcy law, or the appointment of a trustee or receiver to take possession of all or
substantially all of Tenant’s assets located upon the Premises or of Tenant’s interest in the Lease.
(d) Failure by Tenant to proceed with Tenant’s Work after delivery of possession of the Premises to Tenant and to thereafter
complete same and open for business not later than the Rent Commencement Date.
(e) Failure by Tenant to secure and maintain any insurance required hereunder.
(f) Any assignment, subletting, pledge, mortgage or other transfer of the Lease by Tenant, or any transfer of any interest in
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Tenant in violation of the provisions of the Lease.
(g) Any occurrence of an Event of Default as defined anywhere else in the Lease.
(h) Failure by Tenant to promptly observe or fully perform any of the covenants, promises, conditions or terms of the Lease
not provided for in (a) through (g), above, where such failure shall continue for a period of ten (10) days after written notice thereof from
Landlord, provided that if such default cannot reasonably be cured within a ten (10) day period, an Event of Default shall not exist if Tenant
shall commence to cure such default and thereafter diligently proceeds to cure the default no event later than thirty (30) days after written
notice has been given.
15.2. Landlord’s Remedies. If an Event of Default occurs, Landlord shall have (in addition to all other rights and
remedies provided by law or otherwise provided for in the Lease) the right, at the option of Landlord, then or at any time thereafter
while such Event of Default continues, to elect any one or more of the following remedies:
(a) To continue the Lease in full force and effect and collect all sums payable hereunder when due for the remainder of the
Lease Term.
(b) To terminate the Lease upon written notice to Tenant, such termination having the effect of automatically and concurrently
terminating any option to extend the Lease Term that may be otherwise provided hereunder.
(c) To cure Tenant’s default at Tenant’s cost and expense without prejudice to any other remedies which Landlord might
otherwise have.
(d) To re-enter the Premises without notice and dispossess Tenant and any person or entity claiming through or under
Tenant by summary proceedings or otherwise, and remove all effects therein, and take complete possession of the Premises and either: (i)
expressly and in writing declare the Lease terminated; or (ii) elect to continue the Lease in full force and effect, but with the right at any time
thereafter to declare the Lease terminated.
15.3. Damages Incident to Termination and Alternative Damages. Should Landlord elect to terminate the Lease
pursuant to this Section 15 and/or re-enter and repossess the Premises and/or elect to bring an action against Tenant in unlawful
detainer or an action for damages or both, Landlord shall be entitled to payment by Tenant the following as damages::
(a) Any and all unpaid Base Rent, CAM Expenses, Privilege Tax and other sums payable by Tenant hereunder at the time of
termination plus interest at the rate of twelve percent (12%) per annum from the date due until paid;
(b) All unpaid Base Rent, CAM Expenses, Privilege Tax and other sums payable by Tenant hereunder which would have
been earned after termination through the balance of the current Lease Term less the amount of such loss Tenant proves could have been
reasonably avoided, plus interest at the rate of twelve percent (12%) per annum from the date of termination until paid;
(c) Any and all Base Rent, CAM Expenses and Privilege Tax that was abated and otherwise would have been due and
payable during any Fixturization Period prior to the Rent Commencement Date or any free or abated rent period after the Rent
Commencement Date;
(d) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to
perform Tenant’s obligations under the Lease or which in the ordinary course of events would be likely to result therefrom, including, without
limitation, any costs or expenses incurred by Landlord in retaking possession of the Premises, making repairs or alterations to the Premises in
preparation for re-letting to a new tenant and leasing commissions.
SECTION 16: LANDLORD’S DEFAULT AND TENANT’S REMEDIES
16.1. Default by Landlord. Landlord shall not be in default hereunder unless Landlord fails to observe or perform any
of the express covenants, promises, conditions or terms of the Lease and such failure shall continue for a period of thirty (30) days
after written notice thereof from Tenant, provided that if such default cannot reasonably be cured within a thirty (30) day period,
Landlord shall not be in default if Landlord shall commence to cure such default and thereafter diligently proceeds to cure same.
16.2. Tenant’s Remedies; Limitations on Recovery Against Landlord. The aggregate liability of Landlord to Tenant for
any default by Landlord under this Lease and/or relating to the Shopping Center or Premises shall be limited solely and exclusively
to an amount equal to the interest of Landlord in the Shopping Center and there shall be no personal liability of Landlord or its
officers, partners, employees, shareholders, members, managers or agents with respect to this Lease, the Shopping Center and/or
the Premises. Notwithstanding anything to the contrary herein, Landlord shall not be liable under any circumstances for injury or
damage to, or interference with, Tenant’s business, including, without limitation, loss of profits, loss of rents or other revenues, loss
of business opportunity, loss of goodwill or loss of use, in each case, however occurring.
SECTION 17: SURRENDER OF POSSESSION
Upon expiration of the Lease Term or earlier termination of the Lease, Tenant shall, without notice from Landlord, vacate the Premises in
broom clean condition and in good order and repair, surrender all keys to the Premises and remove all personal property, trade fixtures and
signs belonging to Tenant. At the option of Landlord, any property not removed by Tenant shall be deemed abandoned. Any damage caused
by Tenant in the removal of such items shall be repaired by Tenant. Further, all toilet fixtures, power panels, switches and transformers, and if
requested by Landlord, floor covering, wall covering, ceiling material, fixed partitions, and installed lighting equipment (whether or not the
same are trade fixtures), and/or other fixtures (other than trade fixtures) designated by Landlord shall remain upon and be surrendered with
the Premises.
SECTION 18: HOLDING OVER
Should Tenant hold over after the expiration of the Lease Term or earlier termination of the Lease, such tenancy shall be at the sufferance of
Landlord and not a renewal of the Lease Term and in such case, Base Rent, CAM Expenses, Privilege Tax and all other sums payable by
Tenant hereunder shall be payable at one and one-half (1.5) times the amounts payable in effect immediately prior to such hold over
period and Tenant shall be subject to every other term, covenant and provision of the Lease. In the event Tenant holds over, Tenant shall be
liable for all of Landlord’s direct and consequential damages, including costs, fees, expenses, damages and attorneys’ fees incurred by
Landlord as a result of Tenant’s holding over, including but not limited to, damages and expenses incurred by Landlord for its inability to
deliver possession of the Premises to any new tenant.
SECTION 19: ASSIGNMENT, SUBLETTING AND MORTGAGING
Tenant shall not voluntarily, or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber the Lease or any interest
therein, and shall not sublet the Premises without first obtaining the written consent of Landlord, such consent not to be unreasonably withheld
or delayed. In the event that Tenant requests Landlord’s consent to an assignment or sublease of the Premises and Landlord consents in
writing to same, Tenant shall pay Landlord a review fee of One Thousand and 00/100 Dollars ($1,000.00).
SECTION 20: INSURANCE AND INDEMNITY
20.1. Tenant’s Insurance. Upon delivery of possession of the Premises to Tenant and throughout the Lease Term,
Tenant shall keep in full force and effect a policy of commercial general liability insurance for personal injury, bodily injury (including
wrongful death) and property damage covering the Premises, the sidewalks in front of the Premises and the business operated by
Tenant and subtenants of Tenant in the Premises. Such insurance policy shall: (i) have a combined single limit of not less than One
Million and 00/100 Dollars ($1,000,000.00) per occurrence for personal or bodily injury and not less than Five Hundred Thousand
and 00/100 Dollars ($500,000.00) for property damage; (ii) not have a deductible in excess of Five Thousand and 00/100 Dollars
($5,000.00); (iii) provide that the insurer will not cancel or change the policy without first giving Landlord at least ten (10) days prior
written notice; (iv) be issued by an insurance company qualified to do business in Arizona and rated not less than A+VII in the most
current available Best’s Key Rating Guide; (v) be written as a primary policy not contributing with or in excess of insurance coverage
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that Landlord may carry; (vi) be issued in the name of Tenant; and (vii) name Landlord and any person or entity designated by
Landlord as additional insureds. Neither Landlord nor any person or entity designated by Landlord to be named as an additional
insured shall by reason of their inclusion under said policy incur liability for payment of any insurance premium. Tenant shall also
maintain insurance covering all trade fixtures, merchandise and personal property in or upon the Premises in amounts no less than
one hundred percent (100%) of the replacement value thereof and providing protection against any peril included within the
classification of “Fire and Extended Coverage,” including sprinkler damage, vandalism and malicious mischief.
20.2. Certificates of Insurance. Upon delivery of possession of the Premises to Tenant, Tenant shall deliver to
Landlord a copy of the policies or certificates of insurance evidencing the insurance policies to be procured by Tenant pursuant to
Section 20.01 hereof.
20.3. Landlord’s Insurance. Landlord shall maintain fire and extended coverage insurance, rental loss insurance or
any other insurance coverage deemed appropriate by Landlord and/or Landlord’s lender in an amount equal to at least ninety
percent (90%) of the replacement value (exclusive of foundation and excavation costs) of the Premises and/or the building of which
the Premises are a part.
20.4. Indemnification of Landlord. Tenant shall indemnify, defend and hold Landlord harmless from and against any
and all claims, demands, actions, damages, liability and expense in connection with loss of life, personal injury and/or damage to
property arising from or out of any occurrence in, upon or at the Premises, or the occupancy or use by Tenant of the Premises or
any part thereof, or occasioned wholly or in part by any act or omission of Tenant or any of its agents, employees, licensees,
invitees and contractors. This indemnification shall not apply to damages resulting solely from the negligence of Landlord, unless
covered by insurance required to be carried by Tenant. In case Landlord shall, without fault on its part, be made a party to any
litigation commenced by or against Tenant, then Tenant shall protect, defend and hold Landlord harmless and shall pay all costs,
expenses and reasonable attorneys’ fees incurred or paid by Landlord in connection with such litigation.
20.5. Waiver of Subrogation. Tenant hereby waives any right it may have on account of any loss or damage
occasioned by Landlord and insured against under policies carried or required to be carried by Tenant hereunder. Tenant hereby
waives on behalf of its carriers any right of subrogation it may have against Landlord and shall notify its carriers of the waiver
contained herein.
SECTION 21: ESTOPPELS, ATTORNMENT, SUBORDINATION, SALE OF CENTER
21.1. Estoppel Certificate. Within five (5) days after Landlord’s written request therefor, Tenant shall deliver an
estoppel certificate to Landlord or any proposed mortgagee, ground lessor or purchaser certifying that the Lease is in full force and
effect, the essential terms of the Lease, that there are no defenses or offsets thereto, or stating those claimed by Tenant, and any
other information concerning the Lease that may be requested. If Tenant fails to timely execute and deliver such estoppel
certificate, Tenant shall pay Landlord on demand a late fee of $500.00 and such failure may, at Landlord’s discretion, be considered
an Event of Default.
21.2. Attornment. Tenant shall, in the event any proceedings are brought for the foreclosure or exercise of the power
of sale under any mortgage or deed of trust made by Landlord covering the Premises, attorn to the purchaser upon any such
foreclosure or sale and recognize such purchaser as Landlord under the Lease provided that any purchaser or mortgagee shall
recognize the Lease as remaining in full force and effect so long as Tenant is not in default hereunder.
21.3. Subordination. The Lease is and shall be automatically subject and subordinate to all ground and underlying
leases, and to all renewals, modifications, consolidations, replacements and extensions thereof. In addition, upon request of
Landlord, Tenant will subordinate its rights hereunder to the lien of any mortgage or the lien resulting from any other method of
financing or refinancing, now or hereafter in force against the land and buildings of which the Premises are a part or upon any
buildings hereafter placed upon the land of which the Premises are a part, and to all advances made or hereafter to be made upon
the security thereof. This Section 21.03 shall be self-operative and no further instrument of subordination shall be required unless
requested by the lienholder or its successors. Tenant covenants and agrees that it will execute any and all subordination
agreements upon the request of Landlord in a form prescribed by Landlord or the lienholder without compensation being therefor
provided that any lien relying on this provision or any such subordination agreement will covenant with Tenant that the Lease shall
remain in full force and effect, and Tenant shall not be disturbed in the event of sale or foreclosure so long as Tenant is not in
default hereunder.
21.4. Sale of Premises. Any sale, transfer or exchange by Landlord of its interest in the Premises shall be subject to
the Lease and the rights and obligations of Tenant hereunder; and Tenant shall attorn to Landlord's successor-in-interest. Upon any
such sale, transfer or exchange, Landlord shall be automatically and entirely released of any and all obligation or liability arising
hereunder.
SECTION 22: DAMAGE AND DESTRUCTION OF PREMISES
22.1. Damage Covered by Insurance. If the Premises are damaged or destroyed by fire or other casualty insurable
under standard fire and extended coverage insurance (the “Insured Event”) so as to become partially or totally untenantable, the
Premises shall be repaired and restored by Landlord and Tenant with due diligence, in which event the Lease shall continue in full
force and effect. Landlord’s obligation shall be limited to the restoration of Landlord’s Work to the extent and in the manner
permitted by current applicable codes, regulations, restrictions and laws and Tenant shall be obligated to restore the remainder of
the Premises. In no event shall Landlord be liable to Tenant by reason of any injury to or interference with Tenant’s property or
business at the Premises arising from an Insured Event or by reason of any repairs to any part of the Shopping Center necessitated
by the Insured Event. If the Premises are damaged or destroyed to the extent that the cost of the restoration would exceed twenty-
five percent (25%) of the amount it would cost to replace the Premises in its entirety at the time of the Insured Event, and if the
unexpired portion of the Lease Term shall be one (1) year or less on the date of the Insured Event, then Landlord may elect to
terminate the Lease by giving written notice to Tenant of its election to do so within thirty (30) days after such Insured Event and the
Lease shall terminate as of the date such notice to terminate has been delivered to Tenant and the Base Rent, CAM Expenses,
Privilege Tax and other sums payable by Tenant hereunder shall be adjusted proportionately as of the date of such termination.
22.2. Damage Not Covered by Insurance. If the Premises are damaged or destroyed by fire or other casualty not
insurable under standard fire and extended coverage insurance (the “Uninsured Event”) so as to become partially or totally
untenantable, then Landlord shall have the option to either: (a) repair and restore the Premises, in which event the Lease shall
continue in full force and effect; or (b) terminate the Lease by giving written notice to Tenant of its election to terminate within thirty
(30) days after such Uninsured Event. In the event that Landlord elects to repair and restore the Premises, Landlord’s obligation
shall be limited to the restoration of Landlord’s Work to the extent and in the manner permitted by current applicable codes,
regulations, restrictions and laws and Tenant shall be obligated to restore the remainder of the Premises. In no event shall Landlord
be liable to Tenant by reason of any injury to or interference with Tenant’s property or business at the Premises arising from an
Uninsured Event or by reason of any repairs to any part of the Shopping Center necessitated by the Uninsured Event. Should
Landlord elect to terminate the Lease pursuant to this section, the Lease shall terminate as of the date such notice to terminate has
been delivered to Tenant and the Base Rent, CAM Expenses, Privilege Tax and other sums payable by Tenant hereunder shall be
adjusted proportionately as of the date of such termination.
22.3. Destruction of Shopping Center. If twenty-five percent (25%) or more of the leasable area of the Shopping
Center is damaged or destroyed by fire or other casualty, notwithstanding that the Premises may be unaffected thereby, Landlord
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shall have the right to terminate the Lease by giving written notice to Tenant of its election to terminate within thirty (30) days after
such damage or destruction. Should Landlord elect to terminate the Lease pursuant to this section, the Lease shall terminate as of
the date such notice to terminate has been delivered to Tenant and the Base Rent, CAM Expenses, Privilege Tax and other sums
payable by Tenant hereunder shall be adjusted proportionately as of the date of such termination.
22.4. Termination. Upon any termination of the Lease pursuant to this section, Landlord and Tenant shall each be
released without further obligations to the other coincident with the surrender of possession of the Premises to Landlord, except for
sums which have previously accrued and remain unpaid. In the event of such termination, all proceeds from Tenant’s casualty
insurance coverage and covering the items of Tenant’s Work, but excluding proceeds for trade fixtures, merchandise, signs and
other removable personal property owned by Tenant, shall be disbursed and paid to Landlord.
SECTION 23: EMINENT DOMAIN
If all or any part of the Premises are taken by any public or quasi-public authority under the power or threat of eminent domain or by private
purchase in lieu thereof, then the term of the Lease shall cease as of the date possession shall be taken by such public or quasi-public
authority, and Landlord shall make a pro rata refund to Tenant of any Base Rent that may have been paid in advance. In the event that less
than the entire Shopping Center is so taken and the Premises are not in that portion of the Shopping Center so taken, and provided the
Premises are not rendered untenantable thereby, then the Lease shall terminate only at the option of Landlord. All damages awarded for any
taking shall belong to and be the property of Landlord for diminution in value to the Leasehold or to the fee of the Premises and/or Shopping
Center or any part thereof, and Tenant shall have no claim against Landlord or against the condemning authority for the value of any
unexpired term of the Lease.
SECTION 24: BROKERS
24.1. Consent to Broker Representation: Landlord and Tenant hereby acknowledge and consent to the
representation of Landlord by Landlord’s Broker/Agent and to the representation of Tenant by Tenant’s Broker/Agent, if any, as
specifically named in Sections 1.11 and/or 1.12 hereof. In the event that Retail Brokers, Inc. serves as both Landlord’s Broker and
Tenant’s Broker in connection with the Lease, the parties expressly consent to such dual representation and waive any conflict of
interest claim in connection therewith.
24.2. No Other Brokers. Other than any broker(s)/agent(s) specifically named in Sections 1.11 and 1.12 hereof, Tenant and Landlord
each represent and warrant to the other that neither has had any dealings with any broker, agent or finder in connection with the negotiation
of the Lease and no other firm, broker, agent or finder is entitled to any commission or finder’s fee in connection with same. Tenant and
Landlord do each hereby indemnify, defend and hold the other harmless for, from and against any costs and expenses, including attorneys’
fees, and/or liability for compensation of charges which may be claimed by any such unnamed broker, agent or finder by reason of any
dealings with or actions of the indemnifying party.
24.3. Landlord Affiliate Disclosure. Landlord discloses and Tenant acknowledges that Landlord, Retail Brokers, Inc.,
RBI Management Services, LLC and One Stop CAM Services, LLC are affiliated entities with common ownership. By executing the
Lease, each party confirms that it/he/she/they (i) is fully aware of the actual or potential conflicts of interest arising by virtue of
Landlord’s affiliations and/or in-house or outside counsel of its choosing, (b) has been given an opportunity to evaluate any existing
conflicts of interests and the potential for future conflicts of interest, and (c) agrees to proceed on the foregoing basis and, except as
otherwise provided herein, each party waives any actual and/or potential conflicts of interest that might arise from Landlord’s
affiliations and legal representation in connection with the negotiation and consummation of the Lease. [IF LANDLORD IS A THIRD
PARTY, THEN DELETE THIS ENTIRE PARAGRAPH]
SECTION 25: NOTICES
Wherever in the Lease it shall be required or permitted that notice or demand be given by either party to the other, such notice or demand
shall be made in writing and forwarded by U.S. Mail, certified or registered mail, or by personal delivery (which may include public or private
express delivery and overnight courier services) to the addresses specified in Sections 1.05 and 1.06, respectively, above. Either party may
change its notice address by written notice in the manner specified above for the giving of notices to the other. Notice shall be deemed
received when deposited in the U.S. mail (certified or registered) or when personally delivered. Notices by a party may be given by legal
counsel to the authorized agent of a party. In no event shall notices be deemed to have been given or served if transmitted only by facsimile
or electronic mail.
SECTION 26: MISCELLANEOUS
26.1. Exhibits. All exhibits attached to the Lease are incorporated herein by reference and made a part of the Lease.
26.2. Quiet Enjoyment. So long as there is not in existence a default under the Lease on the part of Tenant, Tenant shall quietly have,
hold and enjoy the Premises during the Lease Term, subject to the terms and provisions of the Lease and subject to all mortgages,
deeds of trust, ground or underlying leases, zoning laws, restrictive covenants, easements, rights-of-ways, agreements and
encumbrances to which the Lease is or may become subordinate.
26.3. Governing Law; Venue. The validity, construction, interpretation and administration of the Lease shall be governed by the laws of
the State of Arizona. The parties agree that in the event any action or proceeding is commenced in connection with the Lease and/or the
Property, venue for such action or proceeding shall be exclusive and proper only in a court of competent jurisdiction located in Maricopa
County, Arizona.
26.4. Waiver. The waiver by Landlord of any breach or default by Tenant of any term, covenant or condition herein contained shall not be
deemed to be a waiver of such term, covenant or condition or any subsequent breach of same or any other term, covenant or condition
herein contained. No term, covenant or condition of the Lease shall be deemed to have been waived by Landlord, unless such waiver is
in writing by Landlord.
26.5. Time of the Essence. Time is of the essence in the Lease and each and every provision herein.
26.6. Neutral Interpretation. All provisions of the Lease have been negotiated by all parties at arm’s length and no party shall be deemed
the scrivener of the Lease. In addition, if either party has made a scrivener’s error with regard to division, multiplication, addition or
subtraction of any numbers or arithmetic calculation herein, the Lease shall not be construed for or against either party by reason of the
authorship or alleged authorship of any provision hereof.
26.7. Entire Agreement; Modifications; Severability. The Lease supersedes and cancels any and all previous negotiations, agreements
and understandings between Landlord and Tenant with respect to the subject matter hereof and is the only and entire agreement
between them. All negotiations and oral agreements acceptable to both parties have been merged into and are included herein, and no
modification of the Lease shall be effective unless in writing and signed by all parties hereto. If any provision of the Lease is deemed
invalid or unenforceable, the remainder of the Lease shall not be affected thereby.
26.8. Force Majeure. In the event that Landlord or Tenant is delayed or hindered in or prevented from the performance of any act
required hereunder by reason of strikes, lock-outs, labor troubles, inability to procure materials, failure of power, restrictive governmental
laws or regulations, riots, insurrection, war or other reason of a like nature not the fault of the party delayed in performing work or doing
acts required under the terms of the Lease, then performance of such act shall be excused for the period of the delay and the period for
the performance of any such act shall be extended for a period equivalent to the period of such delay. This section shall not operate to
7
excuse Tenant from the prompt payment of Base Rent, CAM Expenses, Privilege Tax and all other sums payable by Tenant hereunder.
26.9. Independent Legal Counsel; Attorneys’ fees. Landlord and Tenant mutually acknowledge that they each have had the opportunity
to be represented by independent legal counsel in negotiations leading up to and in executing the Lease. Further, Landlord and Tenant
acknowledge that each has read the Lease carefully, knows and understands the contents hereof, and each has made such investigation
of the facts pertaining to the subject matter hereof. If any party hereto commences any legal action against the other which in any way
arises from or in connection with the Lease, the prevailing party shall be entitled to all reasonable attorneys’ fees and costs.
26.10. Acquisition and Development. If Landlord does not acquire and develop the Shopping Center, Landlord may terminate the Lease by
giving written notice of such termination to Tenant concurrently with refunding to Tenant any deposits paid to Landlord by Tenant
hereunder. In such event, the Lease shall become immediately null and void and Tenant and Landlord shall be released of any and all
obligations hereunder.
26.11. Obligations Separate. Tenant’s covenants and obligations hereunder are independent of Landlord’s covenants and obligations
hereunder. Tenant shall not be released from the performance of any of its covenants and obligations hereunder (including, without
limitation, the obligation to pay rent) due to a breach or default by Landlord unless expressly permitted by the terms of the Lease.
26.12. Counterparts. The Lease may be executed and delivered in multiple counterparts and each counterpart so delivered which bears
the original signature of a party hereto shall be binding as to such party, and all counterparts together shall constitute one original and the
same instrument.
[SIGNATURES ON THE FOLLOWING PAGE]
8
IN WITNESS WHEREOF, Landlord and Tenant hereby execute this Shopping Center Lease as of the date(s) below.
LANDLORD:
LANDORD NAME, an Arizona limited liability company
By: GLOBAL RETAIL DEVELOPMENT GROUP, LLC, OR ALRO INVESTORS, L.L.C., an Arizona limited liability company
Its: Manager
By: BARNESS PAPAS INVESTMENTS, LLC, an Arizona limited liability company

Its: Managing Member
By: ____________________________
Name: Ron Barness
Its: Authorized Agent
Signature Date: ________________________
TENANT:
Use this block for Business Entity (LLC, Corp, etc.)
TENANT NAME, a(n) ________
By: ____________________________
Name:
Its:
Signature Date: ________________________
By: ____________________________
Name:
Its:
Signature Date: ________________________
Use this block for individual(s), such as husband and wife.

TENANT NAME(S),an individual or husband and wife
____________________________________
Insert Full Name
Signature Date: ________________________
____________________________________
Insert Full Name
Signature Date: ________________________
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EXHIBIT “A”
SITE PLAN
LANDLORD INITIALS _______________ TENANT(S) INITIALS _______________
THE SITE PLAN ON THIS EXHIBIT “A” IS TENTATIVE AND PRELIMINARY ONLY AND IS NOT A WARRANTY OR
REPRESENTATION ON THE PART OF LANDLORD THAT THE SHOPPING CENTER AND/OR PREMISES IS, ARE, WILL BE OR
WILL CONTINUE TO BE EXACTLY AS INDICATED HEREON.
EXHIBIT “B”
LANDLORD’S WORK AND TENANT’S WORK
[KEEP ONE OF THE THREE ALTERNATIVE OPTIONS BELOW (1: EXISTING/SECOND GENERATION SPACE; 2: NEW DEVELOPMENT-
VANILLA SHELL; OR 3: NEW DEVELOPMENT-GRAY SHELL AND DELETE THE OTHER TWO; DELETE ALL LANGUAGE HIGHLIGHTED
IN YELLOW INCLUDING THIS PARAGRAPH]
OPTION 1: FOR EXISTING DEVELOPMENT/SECOND GENERATION SPACE, KEEP THE FOLLOWING:
I. LANDLORD’S WORK
Landlord shall deliver the Premises to Tenant “as is” with the HVAC, plumbing and electrical systems in good working condition (“Landlord’s
Work”).
II. TENANT’S WORK
Except for Landlord’s Work described in Section I, above, Tenant shall be responsible for the construction and cost of all tenant improvements
permitted and/or required at the Premises pursuant to the Lease (“Tenant’s Work”). Tenant’s Work shall be completed in a first-class and
workmanlike manner and shall be performed only by duly licensed, insured and bonded contractors, engineers and architects. Tenant is
responsible for securing all necessary building and other permits prior to commencing Tenant’s Work and for delivering a copy of same to
Landlord upon written request therefor. Tenant and Tenant’s contractors shall be responsible for compliance with all applicable governmental
and quasi-governmental codes and regulations, including applicable safety regulations, governing the performance of Tenant’s Work. Prior to
commencement of Tenant’s Work, Tenant shall submit to Landlord evidence of proper public liability and workmen’s compensation insurance
coverage naming Landlord as an additional insured and adequate to fully protect Landlord and Tenant from and against any and all liability for
death of or injury to person or damage to property caused in or about the Premises by reason of Tenant’s Work. Tenant shall obtain a
Certificate of Occupancy from the relevant jurisdiction (or its equivalent if the jurisdiction in which the Shopping Center is located does not
issue Certificates of Occupancy) promptly following the completion of Tenant’s Work and shall immediately deliver a copy of same to Landlord.
OPTION 2: FOR NEW DEVELOPMENT VANILLA SHELL, KEEP THE FOLLOWING:
I. LANDLORD’S WORK (VANILLA SHELL)
Landlord shall only complete work at the Premises to provide for the following specifications, referred to herein as “Landlord's Work.” Where
multiple types of assemblies or systems are indicated, the option will be with Landlord.
A. BUILDING ENCLOSURE
1. Structural Frame. The building shall be of steel or wood frame, reinforced concrete, or bearing wall construction designed in
accordance with governing building codes.
2. Exterior Walls. The exterior wall assembly shall be of masonry or such other materials as selected by Landlord. Exterior
walls at front of suite, if masonry, shall be furred out with 5/8” gypsum wallboard on 1-1/2” z-studs and 1-1/2” rigid insulation, if
frame, shall be insulated and clad with gypsum wallboard. Exterior walls at the rear of Premises, if masonry, shall not be
furred out, if frame, shall be insulated and clad with gypsum wallboard. All demising walls (both sides of space) shall be
finished out as described below in B.2.
3. Roof Membrane. The typical roof assembly shall be built-up composition type or foam roof type, as selected by Landlord.
4. Floor. Ground floor level within the interior of the Premises shall be concrete with smooth finish. Floor to be flat and on a
single plane without, block-outs depressions or raised areas.
5. Exterior Service Door Assembly. Door frame and door shall be hollow metal construction.
6. Store Front Assembly. Standard aluminum storefront shall include one (1) 3’ wide entry door assembly.
B. INTERIOR FINISHES
1. Ceiling. Clear height between floor slab and acoustical ceiling shall be approximately ten feet (10'), as governed by structural
design. Ceiling shall be 2' x 4' square edge, lay in acoustical tile with an exposed, T-bar suspension system.
2. Walls. Demising Partitions between areas shall be of wood frame, metal stud (sized as required per Landlord’s plans), or masonry
as selected by Landlord and shall be gypsum wallboard clad, taped, sanded and ready for paint. Height above ceiling to be
determined by Landlord. Demising wall assembly shall include sound insulation if wood frame or metal stud. Cross partitions
shall not be a part of Landlord’s work.
3. Door Assembly. Solid core wood, paint-grade veneer. Door installed for the toilet room only, if provided per this exhibit.
C. SANITARY FACILITIES.
One (1) bathroom (ADA compliant) with one (1) toilet and one (1) wash basin. Floors in toilet room shall have sealed concrete.
Flooring and/or base material provided only if required by the local code. Walls shall be painted with semi gloss enamel paint, with
4’ high FRP wainscot on all walls. Ceiling shall be approximately 8’ height and be painted gypsum wallboard. Toilet accessories
include a 2’ x 3’ mirror, grab bars and toilet paper dispenser.
D. HVAC / PLUMBING / ELECTRICAL / FIRE PROTECTION / LIFE SAFETY
1. HVAC. Landlord shall install air conditioning unit(s), located on the roof, complete with air distribution system, condensate
and manual thermostat as designed by Landlord to meet a standard of one (1) ton per two hundred seventy-five (275) square
feet of space. Landlord shall install a roof mounted exhaust fan and distribution for Toilet Room.
2. Water and Sewer. Landlord shall furnish and install cold water and sewer utilities for one toilet facility. Any installation
required beyond these facilities shall not be a part of Landlord's work.
3. Electricity. Landlord shall furnish one (1) 100 amp service and panel (circuit breakers provided only as required for
Landlord’s Work per this exhibit), which shall be separately metered, or master metered at Landlord's option. The application
for and installation of the meter shall not be a part of Landlord's work. Landlord shall furnish electrical convenience outlets in
demising partitions per minimum building code requirements. Number and location as determined by Landlord. Landlord
shall install “J” box with conduit to Tenant’s electrical panel for Tenant’s sign wiring by Tenant.
4. Lighting. Landlord shall provide 2’ x 4’ recessed fluorescent light fixtures in the ceiling at a rate of at least one (1) fixture per 100
SF of Premises area, as well as a wall or ceiling fixture in the Toilet Room. Landlord shall provide exit lights as required by
Code for an unoccupied space.
5. Telephone. Landlord shall install a conduit with pull string from Tenant’s Premises to Telephone Mounting Board.
6. Sprinkler System. Landlord shall provide a fire-sprinkler system throughout the Premises if required by applicable
governmental code, installed in the ceiling for an open, unoccupied space.
7. Life Safety. Landlord shall provide a master Life Safety System to meet minimum Code requirements for standard Vanilla
Shell build-out.
II. TENANT’S WORK (VANILLA SHELL)
permitted and/or required at the Premises pursuant to the Lease and this Exhibit “B” (“Tenant’s Work”). Tenant’s Work shall be completed
in a first-class and workmanlike manner and shall be performed only by duly licensed, insured and bonded contractors, engineers and
architects. Tenant is responsible for securing all necessary building and other permits prior to commencing Tenant’s Work and for delivering a
copy of same to Landlord upon written request therefor. Tenant and Tenant’s contractors shall be responsible for compliance with all
applicable governmental and quasi-governmental codes and regulations, including applicable safety regulations, governing the performance of
Tenant’s Work. Prior to commencement of Tenant’s Work, Tenant shall submit to Landlord evidence of proper public liability and workmen’s
compensation insurance coverage naming Landlord as an additional insured and adequate to fully protect Landlord and Tenant from and
against any and all liability for death of or injury to person or damage to property caused in or about the Premises by reason of Tenant’s Work.
Tenant shall obtain a Certificate of Occupancy from the relevant jurisdiction (or its equivalent if the jurisdiction in which the Shopping Center is
B-1
located does not issue Certificates of Occupancy) promptly following the completion of Tenant’s Work and shall immediately deliver a copy of
same to Landlord.
Tenant’s Work includes the following:
1. Electric Fixtures and Equipment: All electrical work for the Premises not specifically stated under Landlord’s Work.
2. Utility Meters and Connections: All utility meters, connections and hook-up fees, assessments, front footage charges and
any other fees or charges for utilities serving the Premises shall be paid by Tenant or reimbursed to Landlord if paid by Landlord.
3. Telephones: All conduits for telephone wires, including conduit from telephone mounting board to the Premises.
4. Walls: All interior partitions and curtain walls within the Premises, except as provided by Landlord under Landlord’s Work.
5. Coves and Ceilings: All special coves, ceilings, furrings, etc.
6. Furniture and Fixtures: All store fixtures, cases, wood paneling, cornices, etc.
7. Show Window Background, Floors, Etc.: All show window floors, show window backgrounds, show window lighting fixtures
and show window doors.
8. Floor Coverings: All coverings and floor materials, except as provided by Landlord under Landlord’s Work.
9. Alarm Systems: All alarm systems or other protective devices.
10. Plumbing: All plumbing, either roughing-in, fixtures or equipment required for Tenant’s needs.
11. Special Ventilation: All ventilation systems, hoods, ducts and chases.
12. Interior Painting: All interior painting.
13. Signage: Tenant’s exterior sign. All signs shall be designed, constructed and located in accordance with the Sign Criteria.
14. Concrete Floors: Any special reinforcing, raised areas or depressions.
15. Roof: All flashing, counter-flashing and roof repairs caused by the installation of any of Tenant’s equipment shall conform to
the Shopping Center’s roofing specifications and such work shall be paid for by Tenant, but shall be performed by the Shopping
Center’s original roofing contractor or other roofing contractor designated by Landlord.
16. Modifications to Landlord’s Work: Should any of Tenant’s Work require modifications of any of Landlord’s Work, Tenant
shall first obtain Landlord’s written approval before making such modifications. Any such modifications, if approved, shall be done at
Tenant’s sole cost and expense and to Landlord’s satisfaction.
OR
OPTION 3: FOR NEW DEVELOPMENT GRAY SHELL, KEEP THE FOLLOWING:
I. LANDLORD’S WORK (GRAY SHELL)
Landlord shall only complete work at the Premises to provide for the following specifications, referred to herein as “Landlord's Work.” Where
multiple types of assemblies or systems are indicated, the option will be with Landlord.
A. BUILDING ENCLOSURE
1. Structural Frame. The building shall be of steel or wood frame, reinforced concrete, or bearing wall construction designed in
accordance with governing building codes.
2. Exterior Walls. The exterior wall assembly shall be built-up composition type, as selected by Landlord.
3. Roof Membrane. The typical roof assembly shall be built-up composition type or foam roof type, as selected by Landlord.
4. Floor. Ground floor level within the interior of the Premises shall be concrete with smooth finish.
5. Exterior Service Door Assembly. Door frame and door shall be hollow metal construction.
6. Store Front Assembly. Standard aluminum storefront shall include one (1) 3’ wide entry door assembly.
B. CEILING/WALLS. No ceiling or cross partitions shall be provided by Landlord. Demising partitions shall be of wood frame,
metal stud (sized as required per Landlord’s plans) or masonry. Height above ceiling to be determined by Landlord. Demising wall
assembly shall include sound insulation if wood frame or metal stud.
C. SANITARY FACILITIES. No bathroom shall be provided by Landlord.
D. HVAC / PLUMBING / ELECTRICAL / FIRE PROTECTION / LIFE SAFETY

1. HVAC. Landlord shall install air conditioning unit(s), located on the roof and sized to meet a standard of one (1) ton per two
hundred seventy-five (275) square feet of space. Coiled wire for future thermostat shall be coiled at the unit(s). Conduit for
power and condensate shall be stubbed through roof. Future installation of Landlord supplied thermostats is to be performed
by the Tenant. Tenant is responsible to coordinate this installation with the Landlord prior to start-up of units.
2. Water and Sewer. Landlord shall furnish and install cold water and sewer lines to within Premises. Any installation required
beyond these facilities shall not be a part of Landlord’s Work.
3. Electricity. Landlord shall furnish rough-in (consisting of a conduit stub with pull string to the space from the building SES, all
wiring and equipment by the tenant) for one (1) 200 amp electrical service, which shall be separately metered, or master
metered at Landlord’s option. The application for and installation of the meter shall not be a part of Landlord’s Work. Landlord
shall install a “J” box for future wiring and connection by the Tenant for their sign.
4. Lighting. No lighting shall be provided by Landlord, exit lights as required by Code for an unoccupied space.
5. Telephone. Landlord shall install a conduit with pull string from Tenant’s Premises to Telephone Mounting Board.
6. Sprinkler System. Landlord shall provide a fire-sprinkler system throughout the Premises if required by applicable
governmental code with heads turned up in the ceiling space as may be required for an unoccupied space.
7. Exhaust. In the event that Tenant’s use of the Premises requires fresh air and/or exhaust air for special equipment, cooking
equipment, additional personnel, stock room areas, or show windows, and the like, Tenant shall provide same at Tenant’s sole
cost and expense, subject to the prior approval of Landlord.
II. TENANT’S WORK (GRAY SHELL)
permitted and/or required at the Premises pursuant to the Lease and this Exhibit “B” (“Tenant’s Work”). Tenant’s Work shall be completed
in a first-class and workmanlike manner and shall be performed only by duly licensed, insured and bonded contractors, engineers and
architects. Tenant is responsible for securing all necessary building and other permits prior to commencing Tenant’s Work and for delivering a
copy of same to Landlord upon written request therefor. Tenant and Tenant’s contractors shall be responsible for compliance with all
applicable governmental and quasi-governmental codes and regulations, including applicable safety regulations, governing the performance of
Tenant’s Work. Prior to commencement of Tenant’s Work, Tenant shall submit to Landlord evidence of proper public liability and workmen’s
compensation insurance coverage naming Landlord as an additional insured and adequate to fully protect Landlord and Tenant from and
against any and all liability for death of or injury to person or damage to property caused in or about the Premises by reason of Tenant’s Work.
Tenant shall obtain a Certificate of Occupancy from the relevant jurisdiction (or its equivalent if the jurisdiction in which the Shopping Center is
located does not issue Certificates of Occupancy) promptly following the completion of Tenant’s Work and shall immediately deliver a copy of
same to Landlord.
Tenant’s Work includes the following:
1. Electric Fixtures and Equipment. All electrical work for the Premises not specifically stated under Landlord’s Work.
2. Utility Meters and Connections. All utility meters, connections and hook-up fees, assessments, front footage charges and
any other fees or charges for utilities serving the Premises shall be paid by Tenant or reimbursed to Landlord if paid by Landlord.
For all utilities which are master metered, Tenant shall pay Tenant’s pro rata share of such costs in accordance with the provisions
of the Lease.
B-2
3. Telephones. All conduits for telephone wires within the Premises not specifically stated under Landlord’s Work. Tenant shall
make all arrangements for telephone service.
4. Walls/Partitions. All cross partitions, interior partitions and curtain walls within the Premises.
5. Coves and Ceilings. All special coves, ceilings, furring, etc.
6. Furniture and Fixtures. All store fixtures, cases, wood paneling and cornices.
7. Show Window Background and Show Window Floors. All show window floors, show window backgrounds, show window
lighting fixtures and show window doors.
8. Floor and Wall Coverings. All floor coverings and interior paint and/or wall coverings.
9. Alarm System. All alarm systems or other protective devices.
10. Plumbing/Toilet Room. All plumbing equipment and fixtures required for Tenant’s uses, including any toilet room and service
lines thereto.
11. Special Ventilation. All ventilation systems, hoods, ducts, and chases, including show window ventilation.
12. Special Equipment. All special equipment such as conveyors, elevators, escalators, dumb waiters, etc., including installation
and connection.
13. Roof. All flashing, counter-flashing and roof repairs caused by the installation of Tenant’s equipment shall conform to the
Shopping Center’s roofing specifications and such work shall be paid for by Tenant, but shall be performed by the Shopping
Center’s original roofing contractor.
Should any of Tenant’s Work require modifications to any of Landlord’s Work, including, but not limited to, fire-sprinkler systems, HVAC
work, plumbing and electrical systems, Tenant shall first obtain Landlord’s written approval before making such modifications. Any such
modifications shall be done at Tenant’s sole cost and expense and to Landlord’s satisfaction.
B-3
EXHIBIT “C”
GUARANTY OF LEASE
THIS GUARANTY OF LEASE (“Guaranty”) is made for valuable consideration by INSERT NAME OF GUARANTOR(S), husband
and wife (collectively “Guarantor”), in favor of LANDORD NAME (“Landlord”) in connection with that certain Shopping Center Lease dated
INSERT DATE OF LEASE (“Lease”), to which this Guaranty is attached, pursuant to which Landlord leases to TENANT NAME (“Tenant”)
that certain INSERT # square feet space (“Premises”) located at or near the corner of INSERT X-STREETS, CITY, STATE & CENTER
NAME.
Guarantor does hereby agree as follows:

1. This Guaranty is a guaranty of payment and not of collection, and remains in effect until Tenant pays all sums payable under
the Lease to Landlord in full. Guarantor unconditionally and irrevocably guarantees to Landlord: (i) Tenant’s punctual payment in full of all
Base Rent, CAM Expenses, Privilege Tax and all other sums payable by Tenant under the Lease (and not merely the collectibility of same);
and (ii) Tenant’s full and faithful performance and observance of all terms, covenants and conditions contained in the Lease.
2. If more than one person signs this Guaranty, each such person shall be deemed a Guarantor and the obligation of all such
Guarantors shall be joint and several and coextensive with that of Tenant. Landlord may bring legal action against Guarantor and carry it to
final judgment either with or without making Tenant a party thereto. Landlord shall not be required to make any demand on Tenant, apply any
security deposit Landlord holds on behalf of Tenant or any other credit in favor of Tenant or otherwise pursue or exhaust its remedies against
Tenant before, simultaneously with or after enforcing its rights and remedies against Guarantor.
3. Landlord may, in its sole and absolute discretion, without notice to or further consent of Guarantor and without in any way
releasing or affecting Guarantor’s obligations and liabilities: (i) waive compliance with any of the terms of the Lease; (ii) modify, amend or
change any provisions of the Lease by agreement between Tenant and Landlord; (iii) assign or otherwise transfer all or part of its interest in
the Lease, Premises or this Guaranty; and (v) consent to an assignment, subletting, conveyance or other transfer of all or any part of Tenant’s
interest in the Lease.
4. Guarantor does not require and waives the following: (i) all notices of Tenant’s nonpayment, nonperformance or
nonobservance of the covenants, terms and conditions of the Lease; (ii) all notices and demands otherwise required by law which Guarantor
may lawfully waive; (iii) the benefit of any statute of limitations affecting Guarantor’s liability; (iv) trial by jury in any action brought in connection
with this Guaranty; (v) the benefit of all appraisement, valuation, marshalling, forbearance, stay, extension, homestead, exemption and
moratorium laws now or hereafter in effect; (vi) any and all benefits under Arizona Revised Statutes Sections 12-1641 – 12-1646, and their
successors, and Rule 17(f) of the Arizona Rules of Civil Procedure, and its successor; and (vii) any right to require Landlord to bring any legal
action against Tenant before, simultaneously with or after enforcing its rights and remedies against Guarantor. Further, until all of Tenant’s
obligations under the Lease are fully performed, Guarantor: (i) waives any rights it may have against Tenant by reason of any one or more
payments or acts in compliance with the obligations of Guarantor; and (ii) subordinates any liability or indebtedness of Tenant Guarantor holds
to the obligations of Tenant to Landlord under the Lease.
5. Guarantor’s liability shall not be released, limited or affected in any way by any release or limitation of Tenant’s liability or its
estate in bankruptcy resulting from: (i) the operation of any present or future provision of the Bankruptcy Code of the United States of from the
decision of any court interpreting same; (ii) the rejection, or disaffirmance of the Lease in any such proceedings; or (iii) the assumption and
assignment or transfer of the Lease by Tenant or Tenant’s bankruptcy trustee.
6. This Guaranty shall be binding upon the heirs, legal representatives, successors and assigns of Guarantor, and each of them,
and shall not be discharged or affected, in whole or in part by the death, bankruptcy, insolvency of the Guarantor, or any one or more of them.
7. This Guaranty’s validity, interpretation and administration shall be governed by the laws of the State of Arizona. Venue for any
action or proceeding in connection with this Guaranty shall be proper only in a court of competent jurisdiction located in Maricopa County,
Arizona. Should any one or more provisions of this Guaranty be determined to be illegal or unenforceable, all other provisions shall
nevertheless be effective.
GUARANTOR:
By: ________________________________ By: ________________________________

Printed Name: Printed Name:
Address: Address:
Tel. No.: Tel. No.:

SSN: SSN:
Date: Date:
C-1

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SHOPPING CENTER LEASE

SECTION 1: BASIC LEASE TERMS

1.2. Shopping Center Area. Approx. leasable square feet.

1.4. Premises Area. Approx. square feet.

1.5. Landlord’s Notice Address. LANDORD NAME

1.6. Tenant’s Notice Address. TENANT NAME

1.9. Tenant’s Use(s). Primary Use: .

1.12. Tenant’s Broker/Agent. None.

SECTION 3: POSSESSION AND USE

SECTION 7: COMMON AREAS AND COMMON AREA MAINTENANCE EXPENSES

SECTION 8: MAINTENANCE AND REPAIRS OF PREMISES

SECTION 9: LANDLORD’S WORK AND TENANT’S WORK

SECTION 10: ALTERATIONS AND IMPROVEMENTS TO THE PREMISES

SECTION 11: SIGNS AND ADVERTISING

SECTION 12: MECHANIC’S LIENS

SECTION 13: UTILITIES

SECTION 14: HAZARDOUS MATERIALS

SECTION 15: TENANT’S DEFAULT AND LANDLORD’S REMEDIES

SECTION 16: LANDLORD’S DEFAULT AND TENANT’S REMEDIES

SECTION 17: SURRENDER OF POSSESSION

SECTION 18: HOLDING OVER

SECTION 19: ASSIGNMENT, SUBLETTING AND MORTGAGING

SECTION 20: INSURANCE AND INDEMNITY

SECTION 21: ESTOPPELS, ATTORNMENT, SUBORDINATION, SALE OF CENTER

SECTION 22: DAMAGE AND DESTRUCTION OF PREMISES

SECTION 23: EMINENT DOMAIN

SECTION 24: BROKERS

SECTION 25: NOTICES

SECTION 26: MISCELLANEOUS

[SIGNATURES ON THE FOLLOWING PAGE]

LANDORD NAME, an Arizona limited liability company

By: BARNESS PAPAS INVESTMENTS, LLC, an Arizona limited liability company

Use this block for individual(s), such as husband and wife.

Signature Date: ________________________

Signature Date: ________________________

LANDLORD INITIALS _______________ TENANT(S) INITIALS _______________

LANDLORD’S WORK AND TENANT’S WORK

OPTION 1: FOR EXISTING DEVELOPMENT/SECOND GENERATION SPACE, KEEP THE FOLLOWING:

II. TENANT’S WORK

OPTION 2: FOR NEW DEVELOPMENT VANILLA SHELL, KEEP THE FOLLOWING:

I. LANDLORD’S WORK (VANILLA SHELL)

II. TENANT’S WORK (VANILLA SHELL)

Tenant’s Work includes the following:

OPTION 3: FOR NEW DEVELOPMENT GRAY SHELL, KEEP THE FOLLOWING:

I. LANDLORD’S WORK (GRAY SHELL)

C. SANITARY FACILITIES. No bathroom shall be provided by Landlord.

D. HVAC / PLUMBING / ELECTRICAL / FIRE PROTECTION / LIFE SAFETY

II. TENANT’S WORK (GRAY SHELL)

Tenant’s Work includes the following:

Guarantor does hereby agree as follows:

By: ________________________________ By: ________________________________

Tel. No.: Tel. No.:

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