Beverly Hills City Council
March 4, 2026

AGENDA REPORT
Meeting Date: March 4, 2026
Item Number:

To: Board of Directors, Parking Authority of the City of Beverly Hills From: Logan Phillippo, Real Property Development Manager Jonathan Gernes, Senior Management Analyst
Subject: APPROVAL OF RETAIL LEASE BY AND BETWEEN THE PARKING

AUTHORITY OF THE CITY OF BEVERLY HILLS AND HARD SCALE
EATS, LLC AT 443-445 NORTH CAÑON DRIVE
Attachment: 1. Lease Agreement

RECOMMENDATION
Staff recommends the Parking Authority Board of Directors approve the retail lease by and between the Parking Authority of the City of Beverly Hills (the “Parking Authority” or “Landlord”) and Hard Scale Eats, LLC (the “Tenant”) at 443-445 North Cañon Drive (“Lease”).

INTRODUCTION
The first-floor restaurant space at 443-445 North Cañon Drive is currently vacant and in shell condition with limited interior improvements. The space was last operated as Wolfgang’s Steakhouse, with the lease ending in March 2019. In the time since, the space has been leased twice, with both tenants planning substantial renovations and operation as a full-service restaurant. Both lease agreements were terminated early prior to either tenant completing its initial improvements. The prior Wolfgang Steakhouse improvements and all associated infrastructure were demolished by one of the two prior tenants leaving the space in shell condition, comparable to a first-generation commercial space Because the premises are in a shell condition, the high costs of constructing a new restaurant within the space have limited the City’s options in identifying credit-worthy restaurant tenants with adequate financial capacity to fund improvements and sustain operations through the first year of operations after opening and beyond.

Hard Scale Eats, LLC operates a restaurant group consisting of multiple restaurant concepts with a variety of cuisines. The lease has an initial monthly base rent of $6.40 per square foot per month. The base rent will increase by 9% every three years from the rent commencement date. In addition to the base rent, the Tenant pays a fixed amount per Meeting Date: March 4, 2026

month for its portion of building operating expenses beginning on the rent commencement date; that fixed amount for operating expenses is $0.40 per month, which is subject to 9% increases every three years.

DISCUSSION
Hard Scale Eats, LLC operates a restaurant group with multiple concepts including but not limited to Sugar Fish, Pasta Uovo, Kazunori and HiHo Cheeseburger. The restaurant group is seeking to locate three concepts, Pasta Uovo, Kazunori and Hi Ho Cheeseburger, at the vacant 443-445 North Cañon Drive property. The Tenant will demise the space into separate restaurants with additional back of house space reserved for storage and common area.

The Lease includes the following key terms:
• The Commencement Date is March 4, 2026, following Landlord delivery of the keys;
• The Rent Commencement Date is the sooner of (i) June 3, 2027, or (ii) 12 months after Tenant’s receipt of all permits for Tenant’s initial improvements; • The term expires ten years after the Rent Commencement Date; • The Tenant shall demise the suite to separate its leased Premises (to be no less than 7,000 square feet) from additional back-of-house storage space that will serve as common area hallway and Parking Authority storage;
• Tenant has stated its intent to demise approximately 1,500 square feet of the premises, as demised after Tenant’s initial improvements, and sublease it to a future subtenant. Such sublease shall be subject to Landlord approval; • Initial monthly base rent of $6.40 per square foot per month, which increases by 9% every three years after the Rent Commencement Date;
• Monthly base rent shall be abated in full for months 2 through 12, and abated by 50% for months 13 through 37 after the Rent Commencement Date; • Initial monthly operating expense fees of $0.40 per square foot per month payable with the base rent beginning on the Rent Commencement Date, and increasing every three years by 9%;
• Two, five-year renewal options exercisable by the Tenant which would continue the rent schedule under the existing adjustment schedule through the first renewal option, and adjust the base rent to 90% of the fair market rent beginning the first year of the second extension option;
• One option for the Tenant to terminate the lease effective the end of the 36th month following the Rent Commencement Date upon providing notice no later than 24 months after the Rent Commencement Date and upon Tenant’s payment of the unamortized broker commission and two months of base rent; • Tenant shall have the exclusive right to sell hand rolls, cut rolls, sushi, pasta dishes, burgers, fried chicken and other similar menu items at the building, with current tenants at the property exempt from this exclusion; • The right to purchase up to sixteen monthly parking passes for unreserved parking in the 439 North Cañon Drive/438 North Beverly Drive parking structure; • Tenant improvements shall be performed by the Tenant at the Tenant’s sole cost; and
• A cash security deposit of $116,034.60 to be held by Landlord during the term of the Lease.

Meeting Date: March 4, 2026

FISCAL IMPACT
The Lease will generate a minimum of $4,928,311 in revenue from monthly base rent over the initial 10-year term at the minimum Premises size of 7,000 square feet. In addition, over this initial term, Staff estimates the Lease will generate a minimum of $373,945.44 in revenue for the Tenant’s share of building operating expenses.

The Tenant will be required to complete all its planned improvements to the premises at the Tenant’s sole cost and there is no tenant improvement allowance.

The current footprint of the vacant premises is 8,989 square feet as measured by the Building Owners and Management Association (“BOMA”) 2021 standard methods of measurement for mixed-use properties. Because the Tenant will demise the premises into three separate restaurants and a fourth future sublease space, a common exit corridor and two ancillary storage spaces totaling approximately 1,989 square feet will be constructed by the tenant. Two storage spaces, estimated at approximately 1,121 square feet may be leased by the Parking Authority to another tenant. Staff is currently negotiating with an existing tenant in the building to lease both spaces for storage. The remaining approximately 868 square feet will become a common corridor maintained by Landlord.

Final measurements are subject to change depending on the final-approved demising plan approved by Landlord pursuant to the process described in the Lease.

The City has a leasing commission agreement with Cushman & Wakefield of California, Inc. earlier approved on September 19, 2023, and extended via the First Amendment on October 28, 2025. The total commission payment is approximately $188,448.38, which will be paid in five installments with 20% due upon the execution of the lease ($36,489.68), and 20% due upon each anniversary of the commencement date.

Funding is available as part of the Real Estate Management program operating budget for on-going contractual services (81012202-731220).

Ryan Gohlich,
Assistant City Manager
Approved By
Attachment 1
B0785-0001\3141148v2.doc

RETAIL LEASE

THE PARKING AUTHORITY OF THE CITY OF BEVERLY HILLS,
as Landlord
and

HARD SCALE EATS, LLC
as Tenant
443-445 North Cañon Drive
Beverly Hills, California
Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 TABLE OF CONTENTS (cont’d)
Page
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ARTICLE 1 BASIC LEASE PROVISIONS.............................................................................1

1.1 Effective Date ...........................................................................................1

1.2 Landlord....................................................................................................1

1.3 Tenant .......................................................................................................1

1.4 Premises....................................................................................................1

1.5 Project .......................................................................................................1

1.6 Initial Term ...............................................................................................1

1.7 Term Commencement Date ......................................................................1

1.8 Base Rent ..................................................................................................1

1.9 Tenant’s Share of Operating and Tax Expenses.......................................2

1.10 Security Deposit........................................................................................3

1.11 Use of Premises.........................................................................................3

1.12 Liquor License Application ......................................................................3

1.13 Parking ......................................................................................................3

1.14 Notices ......................................................................................................3

1.15 Broker(s) ...................................................................................................4

1.16 Tenant Improvement Allowance...............................................................4

1.17 Landlord Work..........................................................................................4

1.18 Lease Guaranty .........................................................................................4

1.19 Patio Area..................................................................................................4

1.20 Exclusive Use............................................................................................5 ARTICLE 2 PREMISES ...........................................................................................................6

2.1 Premises....................................................................................................6

2.2 Reservation ...............................................................................................6 Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 TABLE OF CONTENTS (cont’d)
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2.3 Common Area...........................................................................................6 ARTICLE 3 TERM ...................................................................................................................7

3.1 Term..........................................................................................................7

3.2 Extension Terms .......................................................................................7 ARTICLE 4 POSSESSION AND CONSTRUCTION ................................................................9

4.1 Delivery of Possession..............................................................................9

4.2 Tenant’s Initial Improvements..................................................................9

4.3 Condition of Premises...............................................................................9

4.4 Construction-Related Accessibility Standards..........................................9 ARTICLE 5 RENTAL..................................................................................................................9

5.1 Rent...........................................................................................................9

5.2 Additional Rent.......................................................................................10

5.3 Late Payments.........................................................................................10

5.4 Place of Payment.....................................................................................10 ARTICLE 6 TAXES AND COMMON AREA/PROJECT EXPENSES...................................10

6.1 Possessory Interest Taxes .......................................................................10

6.2 Other Tenant Property Taxes..................................................................10

6.3 Common Area/Project Expenses ............................................................10 ARTICLE 7 SECURITY DEPOSIT...........................................................................................18 ARTICLE 8 TENANT’S CONDUCT OF BUSINESS..............................................................18

8.1 Permitted Use..........................................................................................19

8.2 Intentionally Omitted..............................................................................19

8.3 Tenant’s Signs.........................................................................................19

8.4 Hours for Deliveries................................................................................19 Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 TABLE OF CONTENTS (cont’d)
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ARTICLE 9 MAINTENANCE, REPAIRS AND ALTERATIONS..........................................19

9.1 Landlord’s Maintenance Obligations......................................................19

9.2 Landlord’s Right of Entry.......................................................................19

9.3 Tenant’s Maintenance Obligations.........................................................20

9.4 Alterations...............................................................................................20 ARTICLE 10 PARKING............................................................................................................21 ARTICLE 11 DAMAGE TO TENANT’S PROPERTY............................................................22 ARTICLE 12 INSURANCE.......................................................................................................22

12.1 Tenant’s Insurance ..................................................................................22

12.2 Restrictions on Use .................................................................................24

12.3 Additional Insureds.................................................................................24

12.4 Certificate(s) of Insurance.......................................................................24

12.5 Landlord Cure Right ...............................................................................24

12.6 Waiver of Subrogation............................................................................24

12.7 Landlord’s Insurance ..............................................................................24

12.8 Indemnity ................................................................................................25 ARTICLE 13 DAMAGE............................................................................................................26

13.1 Insured Casualty......................................................................................26

13.2 Uninsured Casualty.................................................................................26

13.3 Distribution of Insurance Proceeds.........................................................27

13.4 Abatement...............................................................................................27

13.5 Waiver of Termination............................................................................27 ARTICLE 14 EMINENT DOMAIN ..........................................................................................28

14.1 Taking .....................................................................................................28 Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 TABLE OF CONTENTS (cont’d)
Page
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14.2 Total Taking............................................................................................28

14.3 Partial Taking..........................................................................................28

14.4 Award......................................................................................................28

14.5 Continuation of Lease .............................................................................28 ARTICLE 15 ASSIGNMENT AND SUBLETTING.................................................................28

15.1 Landlord’s Consent Required .................................................................28

15.2 Procedures...............................................................................................30

15.3 Intentionally Omitted..............................................................................30

15.4 No Release; Form ...................................................................................30

15.5 Processing Fees.......................................................................................30

15.6 Transfer Rent ..........................................................................................30 ARTICLE 16 DEFAULTS .........................................................................................................30

16.1 Events of Default ....................................................................................30

16.2 Landlord Remedies.................................................................................31

16.3 Default by Landlord................................................................................31 ARTICLE 17 SUBORDINATION, ATTORNMENT AND ESTOPPEL
CERTIFICATES.................................................................................................32

17.1 Subordination..........................................................................................32

17.2 Attornment ..............................................................................................32

17.3 Estoppel Certificates...............................................................................33

17.4 Subordination of Landlord’s Liens.........................................................33 ARTICLE 18 MATTERS OF RECORD....................................................................................33 ARTICLE 19 UTILITIES AND SERVICES .............................................................................33 ARTICLE 20 MISCELLANEOUS ............................................................................................34 Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 TABLE OF CONTENTS (cont’d)
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20.1 Hazardous Materials ...............................................................................34

20.2 Notices ....................................................................................................35

20.3 Force Majeure .........................................................................................35

20.4 Termination and Holding Over...............................................................36

20.5 Miscellaneous Provisions........................................................................36 Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 TABLE OF CONTENTS (cont’d)
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EXHIBITS
EXHIBIT “A” Diagram of Premises
EXHIBIT “B” Construction Provisions
EXHIBIT “C” Form of Memorandum of Lease
EXHIBIT “D” Intentionally Omitted
EXHIBIT “E” Rules and Regulations
EXHIBIT “F” Notice of Lease Term Dates
EXHIBIT “G” Pre-Existing Tenants
Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -1-
B0785-0001\3141148v2.doc
LEASE
This Lease (“Lease”) is entered into as of the “Effective Date” (as defined in Article 1.1 below) by and between “Landlord” and “Tenant” (each as defined in Article 1.2 and Article 1.3 below).

ARTICLE 1

BASIC LEASE PROVISIONS

1.1 Effective Date. March 4, 2026.

1.2 Landlord. The Parking Authority of the City of Beverly Hills, a public body, corporate and politic.

1.3 Tenant. Hard Scale Eats, LLC, a Delaware limited liability company.

1.4 Premises. That certain space containing approximately 7,000 square feet, once Tenant completes the demising wall as described in Exhibit “B”, and as further described on Exhibit “A” attached hereto, within the “Project” (as hereinafter defined). (Section 2.1)

1.5 Project. The land and improvements at 443-445 North Cañon Drive, Beverly Hills, California, consisting of a building with the Parking Facilities (defined in Article 10 below); however, the term “Project” shall not include the 333 North Crescent Drive parking structure.

1.6 Initial Term. The term of this Lease shall end ten (10) years from the Rent Commencement Date. (Section 3.1)

1.7 Term Commencement Date; Rent Commencement Date. The Term Commencement Date shall be the date on which the Landlord tenders delivery of keys to the Premises to Tenant, during business hours, at 345 Foothill Road, Beverly Hills. The Rent Commencement Date shall be the earlier of (i) the date that is fifteen (15) months after the Term Commencement Date; or (ii) the date that is twelve (12) months after Tenant’s receipt of all permits for the Tenant Initial Improvements (defined in Exhibit “B”, Section 2B). The Term Commencement Date and the Rent Commencement Date shall be memorialized by a letter/notice in the form attached hereto as Exhibit “F” (Sections 3.1 and 5.1).

1.8 Base Rent:

Subject to the abatement described in the last paragraph of this Section 1.8 and any applicable abatement under Section 20.3 below, commencing on the Rent Commencement Date, Tenant shall pay the foregoing base rent (“Base Rent”) for the Premises:

Period Monthly Rent Per Square Foot
1-12 $6.40
13-24 $6.40
25-36 $6.40
Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -2-
B0785-0001\3141148v2.doc
Period Monthly Rent Per Square Foot
37-48 $6.98
49-60 $6.98
61-72 $6.98
73-84 $7.60
85-96 $7.60
97-108 $7.60
109-120 $8.29
Tenant shall pay the estimated first full month’s Base Rent ($44,800.00) to Landlord on the date Tenant signs and delivers this Lease to Landlord. Base Rent for the second (2nd) through the twelfth (12th) month of the term shall be abated. Base Rent for the thirteenth (13th) through the thirty-seventh (37rd) month shall be abated by fifty percent (50%).

1.9 Tenant’s Share of Operating and Tax Expenses: Commencing on the Rent Commencement Date, Tenant shall pay Tenant’s Share (hereafter defined) of Operating Expenses (as defined in Section 6.3(a)(i)) and Tax Expenses (as defined in Section 6.3(a)(ii)) for the Project. Landlord and Tenant stipulate and agree that Tenant’s share of actual Operating Expenses and Tax Expenses shall be eight percent (8%) of the total Operating Expenses and Tax Expenses for the Project (“Tenant’s Share”), subject to adjustment upon re-measurement of the square feet of the Premises following Tenant’s completion of the demising wall.

However, notwithstanding the foregoing, until Landlord notifies Tenant in writing that the foregoing shall apply (together with an estimate under Section 6.3(b)), commencing on the Rent Commencement Date, Tenant shall instead pay the following (the “Fixed Amount PassThrough”) per calendar month (prorated for any partial calendar months) as Tenant’s Share of Operating Expenses and Tax Expenses.

Period
(Months) Monthly Operating Expense Per Square Foot
1-12 $0.40
13-24 $0.40
25-36 $0.40
37-48 $0.44
49-60 $0.44
61-72 $0.44
73-84 $0.48
85-96 $0.48
97-108 $0.48
109-120 $0.52
Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -3-
B0785-0001\3141148v2.doc
Upon Landlord notifying Tenant in writing that the first sentence of this Article shall apply (the “Actual Expenses Start Date”), Tenant shall pay Tenant’s share of Operating Expenses and Tax Expenses as determined in accordance with Article 6.

1.10 Security Deposit. $116,034.60 subject to Article 7. (Article 7)

1.11 Use of Premises. The Premises shall open and be used solely for the operation of a restaurant or multiple restaurants, with the right to serve alcohol (subject to obtaining any required liquor licenses), together with all incidental and ancillary uses necessary and customary in support of a restaurant (collectively, the “Restaurant”); provided, however, that Tenant may use, or sublease for use subject to Section 15.1, up to 1,500 square feet of the Premises for any lawful use, so long as it is not a real estate brokerage.

1.12 Liquor License Application. Within ten (10) days after the Effective Date, Landlord shall file a written request with the California Department of Alcoholic Beverage Control that a Type 47 liquor license be issued to Tenant for the Premises pursuant to California BPC Section 23824.

1.13 Parking. Tenant shall have the right to use the Parking Facilities, which are defined in Article 10 , at the applicable rate charged by Landlord from time to time, subject to the following regarding parking passes:

Tenant shall have the right to purchase up to sixteen (16) monthly unreserved parking passes for the Parking Facilities at prevailing market rates established by Landlord (or the owner of the Parking Facilities) from time to time during the Term. Landlord represents that the current monthly charge for one parking pass for the Parking Facilities is $200.00.

Additionally, Tenant shall have the right, in Tenant’s discretion, to exchange any number of the sixteen (16) parking passes for the Parking Facilities for monthly unreserved parking passes for the 333 North Crescent Drive, Beverly Hills, California parking structure. Landlord represents that the current monthly charge for one parking pass for the unreserved parking passes for the 333 North Crescent Drive, Beverly Hills, California is $95.00.

1.14 Notices. (Section 20.2)
To Landlord: The Parking Authority of the City of Beverly Hills 455 North Rexford Drive
Beverly Hills, California 90210
Attn: Executive Director
With a copy to: The Parking Authority of the City of Beverly Hills 455 North Rexford Drive
Beverly Hills, California 90210
Attn: General Counsel
To Tenant: Hard Scale Eats, LLC
2501 W. Burbank Boulevard, Suite 306
Burbank, California 91505
Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -4-
B0785-0001\3141148v2.doc
Attn: Jerry Greenberg, Cameron Broumand and Sam
Mesropian
With a copy to: Udell Wang LLP
65 N. Raymond Avenue, Suite 220
Pasadena, California, 91103
Attn: Michael R. Udell, Esq.

1.15 Broker(s). Cushman & Wakefield of California, Inc. represents Landlord; Landlord shall pay a commission to said broker pursuant to a separate written agreement between Landlord and such broker. Tenant’s broker is BCI Realty, Inc. doing business as Asher Real Estate, which will need to make arrangements with Landlord’s broker to share the commission paid to Landlord’s broker.

1.16 Tenant Improvement Allowance. None.

1.17 Landlord Work. None.

1.18 Lease Guaranty. None.

1.19 Patio Area. Subject to the terms and conditions contained in this Section 1.19, commencing as of the Term Commencement Date, Tenant shall have an exclusive license during the Term to use that certain patio area adjacent to and accessible from the Premises (including the public sidewalk to the extent allowed by the City), as more particularly shown on Exhibit “A” attached hereto (the "Patio Area"). The Patio Area shall not be included in the rentable area of the Premises for purposes of this Lease. Tenant shall accept the Patio Area in its "as-is" condition, and Landlord shall not be obligated to provide or pay for any work or services related to the improvement of the Patio Area. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Patio Area or the compliance of the Patio Area with any applicable laws, statutes, ordinances or other governmental rules, regulations or requirements now in force or which may hereafter be enacted or promulgated. Any Alterations, changes, or improvements to the Patio Area requested or desired by Tenant (including as part of Improvements) shall be subject to the provisions of Article 9 of this Lease and Exhibit “B”, as applicable, and subject to the prior written approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. However, Tenant shall have the right to place and maintain furniture (including, without limitation, chairs, tables, umbrellas, awnings, heaters, and/or trash receptacles) (collectively, "Patio Furniture") in the Patio Area subject to Landlord's prior written approval of the same, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding Landlord's approval of the Patio Furniture, Tenant shall remain solely liable for any liability arising out of the placement of the Patio Furniture in the Patio Area, and Landlord shall have no liability in connection therewith, except for Landlord’s, or Landlord’s Parties, active negligence or willful misconduct.

Tenant shall keep the Patio Furniture in clean, safe, operable and first-class condition and repair and shall replace the same as necessary to comply with such standard. Tenant shall keep the Patio Area clean of all trash and debris and shall also keep the surrounding areas clean of debris and trash arising from the use of the Patio Area. Tenant shall perform cleaning at such times during the day as is reasonably appropriate, and shall power wash the Patio Area on an as needed Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -5-
B0785-0001\3141148v2.doc
basis. Tenant shall remove any Patio Furniture from the Patio Area upon the expiration or earlier termination of this Lease, and shall return the affected portion of the Patio Area to the condition the Patio Area would have been in had no such Patio Furniture been installed, reasonable wear and tear excepted. Tenant shall not be permitted to display any graphics, signs or insignias or the like in the Patio Area without Landlord's consent. Subject to applicable laws (including obtaining applicable permits) and Landlord’s approval, Tenant shall have the right to install a barricade within the Patio Area for the sale of alcohol.

1.20 Exclusive Use. On and after the Effective Date, except for Pre-Existing Tenants, and Incidental Sales, Landlord covenants that no portion of the Project other than the Premises shall be used as:
(i) another restaurant/concept that sells or offers hand rolls, cut rolls, sushi including sushi made with vegan ingredients, poke or raw fish;
(ii) another restaurant/concept that sells or offers pasta dishes, as well as any hybrid concept or market that has a pasta bar; or
(iii) another restaurant/concept that sells or offers burgers, fried chicken, fries, milkshakes or pie as well as any hybrid concept or a market that has a burger bar (collectively hereinafter, “Tenant’s Exclusives”).

As used herein, “Pre-Existing Tenants” means those Project tenants (and their assigns) listed as such on Exhibit “G” attached hereto.

As used herein, “Incidental Sales” means, with respect to spaces within the Project with storefronts on Beverly Drive, no more than the lesser of ten percent (10%) of any tenant’s or occupants:
(a) (X) gross food sales in the aggregate of the items listed in subparagraph (i) above, and (Y) food menu items in the aggregate of the items listed in subparagraph (i) above, provided that in no event may such tenants be permitted to sell hand rolls, cut rolls or poke; (b) (X) gross food sales in the aggregate of the items listed in subparagraph (ii) above, and (Y) food menu items in the aggregate of the items listed in subparagraph (ii) above; and
(c) (X) gross food sales in the aggregate of the items listed in subparagraph (iii) above; and (Y) food menu items in the aggregate of the items listed in subparagraph (iii) above, provided that in no event may such tenant be permitted to sell burgers made of Wagyu beef or smash-style burgers.

For the avoidance of doubt, a tenant or occupant within the Project with a storefront on Beverly Drive would be permitted to sell up to the maximum amount set forth in the definition of Incidental Sales of each category (subparagraphs (i) – (iii) above). For example, assuming that food menu items were the lesser amount, a tenant could sell up to 10% of food menu items from category (i), 10% of food menu items from category (ii), and 10% of food menu items from category (iii).

Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -6-
B0785-0001\3141148v2.doc
If any violation of this Section 1.20 shall continue for more than twenty-four (24) hours after Landlord’s receipt of Tenant’s notice thereof, then for so long as such violation shall continue, , then Tenant, as Tenant’s sole and exclusive remedy, shall have the right to pay to Landlord, in lieu of the Base Rent set forth in Section 1.8, substitute rent (“Substitute Rent”) equal to fifty percent (50%) of the fixed minimum rent otherwise due under this Lease until such time as the breach has been cured, at which time the Substitute Rent Period (as hereinafter defined) shall end and Tenant shall resume paying to Landlord Base Rent set forth in Section 1.8.

Substitute Rent payable pursuant to this Section 1.20 shall paid to Landlord in the same manner and at the same times as fixed minimum rent set forth in Section 5.1 hereof. Any time during the term of this Lease when Tenant is entitled to pay Substitute Rent to Landlord pursuant to this Section 1.20 is hereinafter referred to a “Substitute Rent Period.” If the Substitute Rent Period continues for twelve (12) consecutive months, then Tenant shall have the option, in its sole and absolute discretion, to terminate this Lease upon sixty (60) days’ notice to Landlord, which notice may be given, if at all, within sixty (60) days after the expiration of such 12-month period, provided (a) such termination notice is given prior to the date such breach is cured; and (c) such breach has not been cured during such sixty (60) day period.

Notwithstanding anything in the foregoing to the contrary, in the event of a violation by any tenant or occupant who conducts or operates in violation of Tenant’s Exclusives without Landlord consenting to or granting such tenant or occupant the right to do so (an “Exclusive Use Rogue Tenant”), then Landlord shall have an additional ninety (90) days (for a total of one hundred twenty (120) days) to cure or eliminate the violation by the Exclusive Use Rogue Tenant; after which, Tenant’s remedies, as provided in the preceding paragraph shall apply. In the event of an Exclusive Use Rogue Tenant, if Tenant fails to terminate this Lease pursuant to the preceding paragraph within the stated sixty (60) day period, and on the express condition that Landlord continuously and diligently pursues all rights and remedies available to Landlord at law and in equity, and under its lease with the Exclusive Use Rogue Tenant to terminate the violation, Tenant’s right to pay Substitute Rent shall expire as of the end of such sixty (60) day period and Tenant shall return to paying full Base Rent set forth in Section 1.8. For the avoidance of doubt, Tenant’s obligation to resume and to continue paying full fixed minimum rent as provided herein shall be conditioned on Landlord’s continuous and diligent pursuit of all rights and remedies available to Landlord at law and in equity, and under its lease with the Exclusive Use Rogue Tenant to terminate the violation.

ARTICLE 2

PREMISES

2.1 Premises. Landlord leases to Tenant and Tenant leases from Landlord, for the “Term” (as defined in Article 3) and upon the covenants and conditions set forth in this Lease, the premises described in Section 1.4 (“Premises”).

2.2 Reservation. Landlord reserves the right to use the exterior walls, floor, roof and plenum in, above and below the Premises for the repair, maintenance, use and replacement of pipes, ducts, utility lines and systems, structural elements serving the Project and for such other purposes as Landlord deems necessary, provided that Landlord agrees that it shall not post, nor permit, any signage on the exterior walls of the Premises, other than Tenant’s signage.

Notwithstanding the foregoing, with regard to Landlord’s right to access the plenum above the Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -7-
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Premises, Landlord agrees that it will access the plenum from the dedicated access points within the Premises, and that, except in the case of emergency, Landlord will not access such plenum area during Tenant’s operating hours.

2.3 Common Area. Tenant shall have the non-exclusive right to use area outside of the Premises within the Project that are intended for use by all tenants and/or the public, as determined by Landlord from time to time (“Common Area”).

ARTICLE 3
TERM

3.1 Term; Tenant Termination Option The term of this Lease (“Initial Term”) shall commence upon the Term Commencement Date, and shall end on the date described in Section

1.6. The Initial Term, as extended under Section 3.2 below is referred to in this Lease as the “Term”.

Tenant shall have the one-time option (the "Early Termination Option") to terminate the Lease effective as of the end of the thirty-sixth (36th) month following the Rent Commencement Date (the "Termination Date"). To exercise the Early Termination Option, Tenant must deliver to Landlord the following: (i) on or before the end of the twenty-fourth (24th) month of the following the Rent Commencement Date, written notice of Tenant's exercise of the Early Termination Option (the "Termination Notice"); and (ii) on or before the end of the twentyfourth (24th) month following the Rent Commencement Date, cash in the amount equal to the unamortized Broker commission as of the date of termination (which commission shall be amortized on straight-line basis over the Initial Term) and two months of Base Rent at the unabated rental rate due from months ten (10) to thirty-three (33) of the Term (the "Termination Consideration"). If Tenant properly and timely exercises the Early Termination Option in this Section 3.1, this Lease shall terminate at midnight on the Termination Date, and Tenant shall vacate and surrender exclusive possession of the Premises to Landlord on or prior to the Termination Date in accordance with the applicable provisions of this Lease. Notwithstanding the foregoing provisions of this Section 3.1 to the contrary, at Landlord's option and in addition to any and all remedies available to Landlord, the Early Termination Option shall not be deemed to be properly exercised if as of the date Tenant delivers the Termination Notice to Landlord Tenant is in default under this Lease, beyond the applicable notice and cure period.

3.2 Extension Terms. Tenant shall have the option to extend the Initial Term for two (2) five (5) year terms (each an “Extension Term”) upon irrevocable written notice to Landlord given at least nine (9) months prior to the expiration of the Initial Term. If the Initial Term is so extended, Tenant shall pay the following base rent for the Premises during the first Extension Term:

First Extension
Period
(Months)
Monthly
Rent
1-12 $8.29
13-24 $8.29
25-36 $9.03
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37-48 $9.03
49-60 $9.03
Thereafter, if the first Extension Term is extended for the second Extension Term, Tenant shall pay the following Base Rent for the Premises during such second Extension Term: ninety percent (90%) of the Fair Market Rent at the commencement of such second Extension Term.

As used herein, the term “Fair Market Rent” shall mean the fair market rent for the use of the Premises as of the commencement of the second Extension Term based on premises in the City of Beverly Hills leased to fast-casual and full-service restaurants, determined as follows.

Within forty-five (45) days after Tenant’s notice to Landlord extending the Term for the second Extension Term, Landlord shall notify Tenant in writing of Landlord’s determination of Fair Market Rent after Tenant exercises its extension option. If Tenant objects to Landlord’s determination, Tenant shall, within fifteen (15) days after delivery of Landlord’s notice to Tenant, notify Landlord in writing of the specific reasons for Tenant’s disagreement, whereupon Landlord and Tenant shall meet and attempt to resolve such disagreement. If Landlord and Tenant are unable to agree on the Fair Market Rent within twenty (20) days following Tenant’s notice to Landlord, then the Fair Market Rent shall be determined by an independent realtor in the manner provided below, and until the Fair Market Rent determination is completed, Tenant shall continue to pay to Landlord the Base Rent in effect immediately prior to the extension.

After such fair market determination is completed, Tenant shall promptly make payment to Landlord for any underpayments owing for prior months or Landlord shall promptly reimburse Tenant for any overpayments owing for prior months, as the case may be.

The process for determining the Fair Market Rent in the event of an aforesaid unresolved disagreement shall be as follows. An independent realtor with no less than seven (7) years of significant experience representing landlords and tenants in retail and restaurant leasing transactions in Los Angeles County, California, including experience with properties in Beverly Hills, chosen by Landlord shall, in good faith, determine the Fair Market Rent for the Premises (“First FMV Determination”), and Landlord shall forward the resulting fair market determination to Tenant.

If said First FMV Determination is unacceptable to Tenant, then Tenant shall so advise Landlord in writing within ten (10) business days after the First FMV Determination is delivered to Tenant, and Tenant shall then have the right to engage an independent realtor with no less than seven (7) years of significant experience representing landlords and tenants in retail and restaurant leasing transactions in Los Angeles County, including experience with properties in Beverly Hills, to similarly determine, in good faith, the Fair Market Rent for the Premises, and the resulting fair market determination (the “Second FMV Determination”) shall be delivered to Landlord.

If the Second FMV Determination is unacceptable to Landlord, then Landlord shall so advise Tenant within ten (10) business days after receipt of the Second FMV Determination, and the first independent realtor and second independent realtor shall then together choose a third independent realtor with no less than seven (7) years of significant experience representing landlords and tenants in retail and restaurant leasing transactions in Los Angeles County, Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -9-
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including experience with properties in Beverly Hills, who shall choose either the First FMV Determination or the Second FMV Determination as the Fair Market Rent.

The cost of the First FMV Determination shall be borne by Landlord. The cost of the Second FMV Determination shall be borne by Tenant. The cost of the third independent realtor shall be shared equally between Landlord and Tenant.

ARTICLE 4

POSSESSION AND INITIAL IMPROVEMENTS

4.1 Delivery of Possession. Landlord shall deliver possession of the Premises on the Term Commencement Date in AS-IS condition.

4.2 Tenant’s Initial Improvements. Tenant shall diligently prosecute submission of each of the following to Landlord, and in all events shall deliver each of the following to Landlord prior to the commencement of Tenant’s Initial Improvements (as defined in Exhibit “B”: (a) “Final Approved Plans” (as defined in Exhibit “B”) (b) a copy of Tenant’s building permit, if issued by such date; and (c) executed copies of policies of insurance or certificates thereof (as required under Article 12). Tenant shall diligently prosecute Tenant’s Initial Improvements to completion. Tenant shall deliver to Landlord a copy of the certificate of occupancy for the Premises issued by the appropriate governmental agency upon completion of Tenant’s Initial Improvements. Unless identified as by Landlord as having to be removed prior to Lease termination pursuant to Article 20.4, all of Tenant’s Initial Improvements including, but not limited to, light fixtures, floor coverings and partitions, but excluding trade fixtures and signs, any pasta bar (and / or island) and any sushi bar, shall be deemed to be the property of Landlord upon installation thereof.

4.3 Condition of Premises. Tenant acknowledges that: (i) neither Landlord nor any employee, representative or agent of Landlord has made any representation or warranty (express or implied) with respect to the Premises or any other portion of the Project, and (ii) subject to Landlord’s obligations in Section 9.1, Landlord shall have no obligation to improve or alter the Premises or the Project for the benefit of Tenant. Tenant acknowledges that Tenant has thoroughly inspected the Premises and Tenant shall accept the Premises in their current “AS-IS” condition, without representation or warranty, express or implied.

4.4 Construction-Related Accessibility Standards. The Premises have not been inspected by a Certified Access Specialist (CASp). A Certified Access Specialist (CASp) can inspect the Premises and determine whether the Premises comply with all of the applicable constructionrelated accessibility standards under state law. Although state law does not require a CASp inspection of the Premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the Premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.

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In that regard, the parties agree that in the event Tenant requests a CASp inspection, Tenant shall pay any such inspection fees and the cost of making any such repairs.

ARTICLE 5
RENT

5.1 Rent. Tenant shall pay the Base Rent specified in Section 1.8 in monthly installments, in advance, on or before the first (1st) day of each month, without prior demand and without offset, abatement (except as expressly provided for in this Lease) or deduction, commencing on the Rent Commencement Date as defined in Section 1.7 (except that the first month of Base Rent, together with the Security Deposit, shall be paid/delivered when Tenant signs and delivers this Lease). Should the Rent Commencement Date be a day other than the first (1st) day of a calendar month, then the monthly installment of Rent for the first partial month shall be prorated based on a 30-day month.

5.2 Additional Rent. Tenant shall pay, as “Additional Rent”, without offset, abatement or deduction, all sums required to be paid by Tenant to Landlord pursuant to the terms of this Lease in addition to Base Rent, and Landlord shall have the same rights and remedies for the nonpayment of Additional Rent as it has with respect to the nonpayment of Rent. Unless otherwise set forth herein with respect to a certain payment and except for Base Rent and the Monthly Expense Payment (as defined Article 6.3), Additional Rent shall be due thirty (30) days after delivery to Tenant of an invoice or written demand therefore.

5.3 Late Payments. If any Monthly Rent, or any other sum due, is not received by Landlord from Tenant within five (5) business days after the date when due, Tenant shall immediately pay to Landlord a late charge equal to five percent (5%) of such sum due, and Landlord and Tenant agree that this late charge represents a reasonable estimate of the direct and indirect costs, expenses and damages Landlord will incur as a result of Tenant’s late payment (which damages would be impractical and extremely difficult to calculate accurately) and is therefore fair compensation to Landlord for its loss suffered by reason of late payment by Tenant.

5.4 Place of Payment. Tenant shall pay Base Rent and Additional Rent to Landlord at the first address for Landlord specified in Article 1.13, but with the addition of “Attn: Cashier”, or to such other address and/or person as Landlord may from time to time designate in writing to Tenant.

ARTICLE 6

TAXES AND COMMON AREA/PROJECT EXPENSES

6.1 Possessory Interest Taxes. TENANT ACKNOWLEDGES AND AGREES THAT FOR

SO LONG AS THE BUILDING IS OWNED BY THE CITY OR ANY OTHER PUBLIC

ENTITY OR GOVERNMENT, INCLUDING WITHOUT LIMITATION A MUNICIPAL CORPORATION, THIS LEASE AND TENANT’S INTEREST HEREUNDER MAY

CONSTITUTE A POSSESSORY INTEREST SUBJECT TO PROPERTY TAXATION AND

AS A RESULT TENANT MAY BE SUBJECT TO THE PAYMENT OF POSSESSORY INTEREST TAXES LEVIED ON THAT INTEREST. TENANT SHALL PAY SUCH TAXES WHEN DUE, TO THE LEVYING AUTHORITY.

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6.2 Other Tenant Property Taxes. Tenant shall pay, prior to delinquency, all taxes, assessments, license fees and public charges levied, assessed or imposed upon its business operation, trade fixtures, merchandise and other personal property in, on or upon the Premises.

If any such items of property are assessed with property of Landlord, then the assessment shall be equitably divided by Landlord between Landlord and Tenant. If any such taxes on Tenant’s personal property or trade fixtures are levied against Landlord or Landlord’s property or if the assessed value of the Premises or the Project is increased by Tenant’s construction of any Alterations inclusion therein of a value placed upon such personal property or trade fixtures, Tenant shall pay the amount thereof as invoiced to Tenant by Landlord within thirty (30) days following Landlord’s delivery of such invoice together with reasonable evidence of such allocation , provided that Tenant may withhold payment in connection with Tenant’s contesting the tax (if withholding payment is permitted by applicable Law), and Landlord will reasonably cooperate with Tenant, at no cost to Landlord, in connection with such contest.

6.3 Common Area/Project Expenses.
(a) For the purposes of this Lease, the following terms are defined as follows:
(i) “Operating Expenses” shall consist of all costs of operation, management, ownership, maintenance and repair of the Project (including Common Area plants and landscaping costs) actually incurred by Landlord and only to the extent attributable to the Project and not to the Parking Facilities or other property owned or operated by Landlord, all as determined in accordance with accepted principles of sound real estate management accounting practice, consistently applied. Notwithstanding anything to the contrary set forth in this Lease, for purposes of this Lease, Operating Expenses shall not, however, include the following:
(1) costs incurred in connection with the original construction of the Project or in connection with any major change in the Project, such as adding or deleting floors, and costs of the design and construction of tenant improvements to the Premises or the premises of any tenants or other occupants and the amount of any allowances or credits paid to or granted to tenants or other occupants for any such design or construction; (2) depreciation, interest and principal payments on mortgages, bonds and other debt costs, if any, and any bad debt loss, rent loss, or reserves for bad debts or rent loss or any reserves of any kind;
(3) marketing costs, legal fees, space planners' fees, advertising and promotional expenses, and brokerage fees incurred in connection with the original development, subsequent improvement, or original or future leasing of the Project; (4) costs of any items to the extent Landlord receives reimbursement from insurance proceeds (such proceeds to be excluded from Operating Expenses in the year in which received) or from a third party;
(5) costs associated with the operation of the Landlord, as the same are distinguished from the costs of operation of the Project, including accounting, IT, supervision support, legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of the Tenant may be in issue), costs of selling, syndicating, financing, mortgaging or Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -12-
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hypothecating any of the Landlord's interest in the Project, and costs incurred in connection with any disputes between Landlord and its employees, between Landlord and Project management, or between Landlord and other tenants or occupants;
(6) the wages and benefits of any employee who does not devote substantially all of his or her employed time to the Project unless such wages and benefits are prorated to reflect time spent on operating and managing the Project vis-à-vis time spent on matters unrelated to operating and managing the Project; provided, that in no event shall Operating Expenses for purposes of this Lease include wages and/or benefits attributable to personnel above the level of Project manager (but Operating Expenses shall include prorated wages and benefits of the property manager), above the level of chief engineer (i.e., prorated wages and benefits of the “facilities manager” and amount below that level would be included in Operating Expenses) or above the level of maintenance supervisor (and prorated wages and benefits of the property manager, chief engineer and maintenance supervisor may be included in Operating Expenses);
(7) late charges, penalties, liquidated damages, and interest or amount paid as ground rental or as rental for the Project by the Landlord; (8) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements made for new tenants or other occupants in the Project or incurred in renovating or otherwise improving, repairing, decorating, painting or redecorating vacant space for tenants or other occupants of the Project; (9) costs of capital repairs and alterations, capital improvements and equipment and other capital expenses or expenditures, except for those that reduce Operating Expenses and then only to the extent of the actual cost savings achieved (in which case they shall be amortized on a straight-line basis over their useful life); (10) any amount paid by Landlord or to the parent organization or a subsidiary or affiliate of the Landlord for supplies and/or services in the Project to the extent the same exceeds the costs of such supplies and/or services rendered by qualified, first-class unaffiliated third parties (using union labor) on a competitive basis; (11) any compensation paid to clerks, attendants or other persons in commercial concessions operated by or on behalf of the Landlord; (12) rentals and other related expenses incurred in leasing air conditioning systems, elevators or other equipment (i) which are not commercially reasonable either as to type or amount, and (ii) which if purchased the cost of which would be excluded from Operating Expenses as a capital cost, except equipment not affixed to the Project which is used in providing janitorial or similar services and, further excepting from this exclusion such equipment rented or leased to remedy or ameliorate an emergency condition in the Project (such as equipment leased to alleviate an interruption in utilities, including HVAC); (13) all items and services for which Tenant or any other tenant in the Project is obligated to reimburse Landlord, or which Landlord provides selectively to one or more tenants (other than Tenant) without reimbursement; Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -13-
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(14) electric power costs for which any tenant directly contracts with a public service company;
(15) costs, other than those incurred in ordinary maintenance and repair, for sculpture, paintings, fountains or other objects of art; (16) rent for any office space occupied by Project management personnel;
(17) Landlord's general corporate overhead and general and administrative expenses (as opposed to costs increased by Landlord to operate, maintain, repair, and insure the Project, it being understood that the sums excluded under this item 17 are also excluded under item 5 above);
(18) costs incurred to comply with applicable Laws with respect to any Hazardous Material (including, without limitation, with respect to the monitoring, testing and reporting relating thereto) either (i) located on or below the surface of the Project, (ii) for asbestos or (iii) located in the Project; or costs incurred to comply with the Americans with Disabilities Act, as amended, when such notices are for conditions existing prior to the Term Commencement Date;
(19) costs arising from Landlord's charitable or political contributions; (20) any above Project standard cleaning, including, but not limited to construction cleanup or special cleanings associated with parties/events, the cost of any training or incentive programs, other than for tenant life safety information services, in-house legal and/or accounting as opposed to office building bookkeeping fees, legal fees and costs, settlements, judgments or awards paid or incurred because of disputes between Landlord and Tenant, Landlord and other tenants or prospective occupants or prospective tenants/occupants or providers of goods and services to the Project, and legal fees and costs concerning the negotiation and preparation of this Lease or any litigation between Landlord and Tenant; (21) any reserves retained by Landlord;
(22) costs for extra or after-hours HVAC, utilities or services which are provided to Tenant and or any occupant of the Project and as to which either (x) Tenant is separately charged, or (y) the same is not offered or made available to Tenant at no charge; (23) costs of any insurance deductibles or premiums with respect to insurance obtained or required to be obtained by Landlord with respect to events clearly caused by tenants or their officers, employees, contractors, or agents (because such costs are required to be paid by the applicable tenant pursuant to its lease); (24) any fee imposed in connection with the management of the Project that is in excess of the lesser of (i) a fair market management fee (based on comparable projects) or (ii) three percent (3%) of the gross revenue of the Project; Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -14-
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(25) costs arising from the negligence, illegal acts or willful misconduct of Landlord or the Landlord Parties;
(26) in the event any facilities, services or utilities used in connection with the Project are provided from another building owned or operated by Landlord or vice versa, the costs incurred by Landlord in connection therewith shall be allocated to Operating Expenses by Landlord on a reasonably equitable basis;
(27) costs associated with material portions of the Common Areas dedicated for the exclusive use of other tenants of the Project, except to the extent Tenant is given its pro-rata share (square feet in the Premises in relation to square feet in the Project) of comparable Common Areas;
(28) advertising and promotional expenses and costs of signs in or on the Project identifying the owner of the Project (except for costs for maintaining Project directories and Project standard suite signage) or other tenants’ signs, any entertainment, dining or travel expenses for any purpose, the costs of any flowers, gifts, balloons, etc. provided to any prospective tenants, Tenant, other tenants, and occupants of the Project, costs reimbursed to Landlord under any warranty carried by Landlord for the Project, which warranties Landlord shall use commercially reasonable efforts to enforce, costs of parties, costs of specialty clubs and services, and costs of magazine and newspaper subscriptions; (29) all assessments and premiums which are not specifically charged to Tenant because of what Tenant has done, which can be paid by Landlord in installments, shall be paid by Landlord in the maximum number of installments permitted by law and shall be included as Operating Expenses in the year in which the assessment or premium installment is actually paid;
(30) costs arising from any voluntary special assessment on the Project by any transit district authority or any other governmental entity having the authority to impose such voluntary assessment;
(31) any “validated” parking for any entity;
(32) costs of any “tap fees” or any sewer or water connection fees for the benefit of any particular tenant in the Project;
(33) costs of management software, computers and computer-related technology used to manage the Project;
(34) costs of operating, maintaining, insuring and/or repairing the Parking Facilities, including without limitation, employee salaries or third party operator costs; (35) the cost of any janitorial, utilities or trash service supplied to any restaurant or retail tenant of the Project (provided that the foregoing shall not exclude from Operating Expenses the cost of janitorial service supplied by Landlord for the Common Areas); Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -15-
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(36) the cost of any janitorial services provided to other tenants of the Project if Tenant elects by written notice to Landlord to provide its own janitorial services for the Premises (provided that the foregoing shall not exclude from Operating Expenses the cost of janitorial service supplied by Landlord for the Common Areas); and (37) the cost of any electrical or HVAC provided to other tenants or occupants of the Project to the extent Tenant is paying for its own use of such utilities directly.

Landlord shall (i) not make a profit by charging items to Operating Expenses that are otherwise also charged separately to others, and (ii) Landlord shall not collect Operating Expenses from Tenant and all other tenants/occupants in the Project in an amount in excess of what Landlord incurred for the items included in Operating Expenses plus a management fee, as permitted in Section 6.3(a)(i)(24) above. Any refunds or discounts actually received by Landlord for any category of Operating Expenses shall reduce Operating Expenses in the applicable year (pertaining to such category of Operating Expenses). (ii) “Tax Expenses” shall include any form of assessment, license fee, license tax, business license fee, transit tax or fee, commercial rental tax, levy, charge, penalty (other than tax penalties, interest or late charges incurred as a result of Landlord’s negligence, inability or unwillingness to make payments when due) tax or similar imposition, imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage, transportation or other improvement or special assessment district thereof, as against any legal or equitable interest of Landlord in the Project and the Premises, or any portion thereof, including, but not limited to, the following:
(1) any tax on Landlord’s right to rent or right to other income from the Premises or as against Landlord’s business of leasing the Premises; (2) any assessment, tax, fee, levy or charge in substitution, partially or totally, of any assessments, taxes, fees, levies and charges that may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services formerly provided without charge to property owners or occupants. It is the intention of Tenant and Landlord that all such new and increased assessments, taxes, fees, levies and charges be included within the definition of Tax Expenses for the purposes of this Lease;
(3) any assessment, tax, fee, levy or charge allocable to or measured by the area of the Premises or the rent payable hereunder, including, without limitation, any gross receipts tax or excise tax levied by the state, city or federal government, or any political subdivision thereof, with respect to the receipt of such Rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof; and
(4) any assessment, tax, fee, levy or charge upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises.

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Notwithstanding any provision of this Article to the contrary: (A) Tax Expenses shall not include (I) Landlord’s federal or state net income, franchise, inheritance or estate taxes gift taxes, capital stock taxes, excess profits taxes and other taxes to the extent applicable to Landlord's general or net income (as opposed to rents, receipts or income attributable to operations at the Project), (II) tax penalties incurred as a result of Landlord’s gross negligence, inability or unwillingness to make payments when due; (III) special assessments or special taxes initiated by Landlord as a means of financing improvements to the Project; (IV) any items paid by Tenant under Article 7 of this Lease; or (V) any amounts charged directly to Tenant or other tenants; and (VI) any Tax Expenses attributable to the Parking Facilities; and (B) there shall be no duplication of items included in Tax Expenses and items included in Operating Expenses. If the Project is no longer owned by a governmental entity at any time during the Term, then Tenant shall have such rights to reasonably contest the validity or amount of Tax Expenses as are permitted by applicable Laws, at Tenant’s sole cost, and Landlord shall reasonably cooperate with Tenant in connection therewith (at no cost to Landlord), provided that no such contest shall in any manner limit Tenant’s obligation to pay Tenant’s Share of Tax Expenses as and when required under this Lease. Refunds of Tax Expenses shall be credited against Tax Expenses and refunded to Tenant regardless of when received, based on the year to which the refund is applicable. All special assessments which may be paid in installments shall be paid by Landlord in the maximum number of installments permitted by law and not included in Tax Expenses except in the year in which the assessment is actually paid. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to pay any increase in Tax Expenses resulting from any sale, refinancing or change in ownership in the Project occurring at any time during the Term (except that the foregoing shall not be construed to eliminate or reduce Tenant’s obligation under Article

6.3(a)(ii) to pay Tenant’s Share of the amount by which Tax Expenses in any property tax year after the property tax year in which the current Landlord sells the Project to a non-government entity exceeds Tax Expenses for the tax year in which the current Landlord sells the Project to a non-governmental entity, annualized to reflect taxes and assessments for a full tax year at the rate in effect after the reassessment following the sale or change of ownership to the nongovernmental entity). (b) Subject to Section 1.9 above, Tenant shall pay to Landlord as Additional Rent, in equal monthly installments, in advance, on or before the first (1st) day of each month, without prior demand and without offset, abatement or deduction, an amount per month estimated by Landlord in good faith on a category by category basis (the “Monthly Expense Payment”) for Tenant’s Share of Operating Expenses and Tax Expenses. On an annual basis (each such anniversary of Landlord’s election to no longer use the Fixed Amount Pass-Through), the Monthly Operating Expense Payment and Tax Expense payment payable during the twelve (12) months commencing upon and following such Adjustment Date shall be adjusted to reflect Landlord’s estimate of Tenant’s Share of Operating Costs and Tax Expenses for that twelve (12) month period, however, until Landlord provides a revised estimate, Tenant shall continue to make payments in the amounts previously estimated until Landlord gives Tenant such notice.

Notwithstanding anything to the contrary in this Lease, during the initial three (3) years after the Rent Commencement Date, Tenant’s Share of Operating Expenses shall not exceed $0.40 per square foot per month, inclusive of any management and administrative fees. Thereafter, such amount shall increase by nine percent (9%) every three (3) years through the Initial Term and any Extension Terms.

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(c) Within one hundred twenty (120) days after the anniversary of the Rent Commencement Date and annually thereafter, Landlord shall furnish Tenant a statement on a category-by-category basis with respect to the preceding year, showing actual Operating Expenses (and if applicable under Section 6.3(a) above, actual Tax Expenses) and the total payments made by Tenant with respect thereto. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for Tenant's Share of any Operating Expenses or Tax Expenses attributable to any year which are first billed to Tenant more than two (2) calendar years after the earlier of the expiration of the applicable year or the expiration or earlier termination of the Term, provided that in any event Tenant shall be responsible for Tenant's Share of Operating Expenses or Tax Expenses levied by any governmental authority or by any public utility companies at any time following the expiration or earlier termination of the Term which are attributable to any year (provided that Landlord delivers Tenant a bill for such amounts within two (2) years following Landlord's receipt of the bill therefor). Unless Tenant raises any objections to Landlord’s statement within one hundred eighty (180) days after it is given to Tenant, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Tenant’s share thereof. In no event shall the payment by Tenant of any Operating Expenses or Tax Expenses, or any amount on account thereof, preclude Tenant from exercising its rights under this Article. If Tenant does object to such statement, Landlord shall provide Tenant and any accountant selected by Tenant who is a duly licensed CPA with back-up books and records for the figures shown on the statement for Tenant to audit. In connection with the foregoing review, Landlord shall furnish Tenant with such reasonable supporting documentation relating to the subject statement as Tenant may reasonably request and Landlord will provide Tenant with reasonable space for such Tenant review and reasonable use of such available office equipment, but may charge Tenant for photocopies at Landlord's actual cost. If after such audit, Tenant still objects to Landlord's statement, the parties shall negotiate in good faith to resolve any disputes.

In the event that following Tenant's review, Tenant and Landlord continue to dispute the amounts shown on Landlord's statement and Landlord and Tenant are unable to resolve such dispute, then either Landlord or Tenant may submit the matter to judicial resolution and the proper amount of the disputed items shown on such statement shall be determined by such judicial resolution. If the resolution of the parties' dispute with regard to the Additional Rent shown on the statement reveals an error in the calculation of Tenant's Share of Operating Expenses or Tax Expenses to be paid for such year, the parties' sole remedy shall be for the parties to make appropriate payments or reimbursements, as the case may be, to each other as are determined to be owing, plus interest at the Interest Rate from the date originally paid or owed.

Any such payments shall be made within thirty (30) days following the resolution of such dispute. At Tenant's election, Tenant may treat any overpayments resulting from the foregoing resolution of such parties' dispute as a credit against Rent until such amounts are otherwise paid by Landlord. Tenant shall be responsible for all costs and expenses associated with Tenant's review, and Tenant shall be responsible for all reasonable audit fees of Tenant, as well as attorney's fees and related costs of Tenant (collectively, the "Costs"), provided that if the parties' final resolution of the dispute involves the overstatement by Landlord of Operating Expenses or Tax Expenses for such year in excess of five percent (5%), then Landlord shall be responsible for all Costs. This provision shall survive the termination of this Lease to allow the parties to enforce their respective rights hereunder. Any amounts due Landlord or Tenant shall be paid at the time and in the manner set forth below. Any objection of Tenant to Landlord’s statement and Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -18-
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resolution of any dispute shall not postpone the time for the payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver Landlord’s statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s statement except as specifically provided above (provided that in the event that such failure continues for a period of six (6) months following receipt of notice from Tenant, Tenant may elect to seek specific performance).

If Tenant’s Share of Operating Expenses and Tax Expenses, as finally determined for any consecutive 12-month period after any anniversary of the Term Commencement Date, exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within twenty (20) days after Landlord’s delivery to Tenant of Landlord’s statement.

If Tenant shall have overpaid, then Tenant’s excess payments shall be credited toward the Rent next due from Tenant under this Lease. For any partial calendar year at the end of the Term, Tenant’s Share of Operating Expenses and Tax Expenses shall be prorated on the basis of a 365- day year by computing Tenant’s Share for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within twenty (20) days after Landlord delivers to Tenant a final statement for the calendar year in which this Lease terminates, the difference between Tenant’s Share for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof.

ARTICLE 7

SECURITY DEPOSIT
Concurrently with Tenant’s execution of this Lease, Tenant shall deposit with Landlord the sum specified in Section 1.10 (“Security Deposit”), in cash. Upon completion of Tenant Initial Improvements, $58,017.30 of the Security Deposit shall be applied to rent expenses with $58,017.30 remaining held for the duration of the Term. If Tenant defaults with respect to any provision of this Lease, including, but not limited to the provisions relating to the payment of rent, Landlord may (but shall not be required to) use, apply or retain all or any part of this Security Deposit for the payment of any rent or any other sum in default, or for the payment of 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. If any portion of the Security Deposit is so used or applied Tenant shall, within five business (5) days after written demand therefor, deposit cash (or a letter of credit amendment, as applicable) 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 this 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 the Security Deposit. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the Security Deposit or any 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 Term. If Landlord transfers its interest in the Premises, Landlord shall transfer the cash Security Deposit to Landlord’s successor in interest (or Tenant shall cause a new letter of credit to be issued to the transferee, at Tenant’s cost). TENANT HEREBY WAIVES THE PROVISIONS OF SECTION 1950.7 OF THE CALIFORNIA CIVIL CODE AND AGREES THAT THE FOREGOING Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -19-
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PROVISIONS OF THIS ARTICLE 7 SHALL GOVERN LANDLORD’S USE AND RETURN OF THE SECURITY DEPOSIT.

ARTICLE 8
TENANT’S CONDUCT OF BUSINESS

8.1 Permitted Use. Tenant shall use the Premises solely for the use specified in Article 1.11 and for no other use or purpose. Tenant shall conduct its operations in a manner that shall not disturb other tenants or create a nuisance.

8.2 INTENTIONALLY OMITTED.

8.3 Tenant’s Signs. Tenant shall not affix upon the exterior (or interior windows or doors) of the Premises any sign, advertising placard, name, insignia, trademark, descriptive material or other like item (collectively, the “Exterior Signs”), unless the Exterior Signs: (i) comply with all governmental requirements, and (ii) are approved by Landlord, in its proprietary capacity (and not as a part of governmental approval), in its sole and absolute discretion. All of the Exterior Signs shall be erected by Tenant at its sole cost and expense, shall be professionally prepared, and Tenant shall maintain all of its Exterior Signs in good condition and repair during the Term.

Prior to the expiration, or upon earlier termination of this Lease, as applicable, Tenant shall remove all of its Exterior Signs and restore the areas on which the Exterior Signs were located to their condition prior to the installation of the Exterior Signs, all at Tenant’s sole cost and expense. Notwithstanding the foregoing, Tenant shall have the right to install one (1) Exterior Sign upon the exterior of the Premises, and if Tenant elects to operate more than one restaurant (or a non-restaurant subject to Section 1.11) in the Premises, Tenant shall have the right to install one (1) Exterior Sign above each restaurant’s (or occupant’s) storefront, subject to subparts (i) and (ii) hereinabove, provided that Landlord agrees that Tenant’s (or its affiliate’s) corporate signage and logos, shall not be unreasonably withheld, conditioned or delayed.

8.4 Hours and Place for Deliveries. Except to the extent limited by the size of the doors of the Premises in the rear of the Premises and/or the size of the loading and unloading area, all deliveries (exclusive of United Parcel Service, U.S. Postal Service, Federal Express or other similar overnight or express courier services), loading, unloading and services to the Premises shall be accomplished in the loading area behind the Premises shown on Exhibit “A” or within the alley serving or adjacent to the Project, if any alley so serves the Project. Deliveries shall occur at such times and in such a manner so as to not materially interfere with the operation of the Project.

ARTICLE 9

MAINTENANCE, REPAIRS AND ALTERATIONS

9.1 Landlord’s Maintenance Obligations. Landlord shall maintain in good condition and repair: the structural components and foundations, roofs and exterior surfaces of the exterior walls of all the Project (exclusive of doors, door frames, door checks, windows, window frames, storefronts and storefront awnings), Common Areas and the electrical, plumbing, and all other utility lines located outside the Premises or in the Project floor or foundation, and all mechanical, electrical, life safety, plumbing, vertical transportation system, sprinkler systems and HVAC Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -20-
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systems which do not exclusively service the Premises (collectively, the "Project Systems"), except for improvements made by Tenant and damage caused by Tenant or its agents, contractors, and employees, and customers and visitors while inside of the Premises.

9.2 Landlord’s Right of Entry. Landlord, its agents, contractors, servants and employees may enter the Premises following not less than twenty-four (24) hours prior written notice to Tenant (except in the event of an emergency, in which case no notice shall be required) and Landlord’s good faith efforts to coordinate such entry with Tenant to occur outside of Tenant’s normal business hours (except in a case of emergency, in which case no notice shall be required):
(a) to examine the Premises; (b) to perform any obligation or exercise any right or remedy of Landlord under this Lease; and (c) to perform work necessary to comply with laws, ordinances, rules or regulations of any public authority or of any insurance underwriter.

9.3 Tenant’s Maintenance Obligations. Except for the portions and components of the Premises to be maintained by Landlord as set forth in Article 9.1, Tenant, at its expense, shall keep the Premises and all utility facilities and systems exclusively serving the Premises (“Tenant Utility Facilities”) in good condition and repair; provided, however, that Tenant shall have no right to paint the exterior or interior of the windows or doors without Landlord’s prior written consent. Tenant shall contract with a validly licensed service company for the regular (but not less frequently than quarterly) maintenance, repair and/or replacement (when necessary) of the heating, ventilating and air conditioning equipment serving the Premises (the “HVAC System”) and shall provide Landlord with a copy of such license and the applicable service contract within ten (10) days following Landlord’s request therefore. Additionally, Tenant, at its sole expense, shall contract with a validly licensed service company for as needed, but not less than as recommended by the service company, maintenance and, if necessary, repair of all grease traps and associated systems, including grease interceptor, and shall provide Landlord with a copy of such license and applicable service contract within ten (10) days following Landlord’s request therefore. If Landlord makes any repairs which Tenant is obligated to make pursuant to the terms of this Lease, after notice to Tenant and Tenant’s continued failure to perform such repairs within the applicable cure period (except that no notice or cure period shall be required for cure of material repairs that address effects on areas outside of the Premises), Tenant shall pay the cost of such repairs to Landlord, as Additional Rent, promptly upon delivery by Landlord to Tenant of a bill from Landlord for same. Except as otherwise provided in this Lease, there shall be no abatement of Rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from any maintenance, repairs, alterations or improvements made or required to be made by Tenant. Subject to Tenant’s rights in Section 16.3 of this Lease, Tenant hereby waives the right to make repairs at Landlord’s expense under any law, statute or ordinance now or hereafter in effect (including, without limitation, Sections 1941 and 1942 of the Civil Code).

9.4 Alterations. After initially opening the Premises for business, Tenant shall not make or cause to be made to the Premises or the Tenant Utility Facilities any addition, renovation, alteration, or reconstruction (collectively, “Alterations”) (i) costing in excess of Fifty Thousand Dollars ($50,000.00), (ii) affecting the exterior appearance of the Project, fire sprinkler systems, exterior walls, the floor slab, or roof of the Premises, (iii) requiring or resulting in any penetration of the roof or floor slab of the Premises, (iv) involving structural changes or Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -21-
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additions, (v) increasing the level of services or utilities supplied to the Project, or (vi) the location of the demising wall between the Premises and the premises currently occupied by Wally’s, without first obtaining the written consent of Landlord. Tenant shall give Landlord at least thirty (30) days’ prior written notice describing the Alterations in reasonable detail and including comprehensive plans and specifications for any material alterations or improvements to the extent such Alterations involve the elements described in subparts (ii) through (v) above, as applicable. Any request for consent to Alterations requiring consent shall be accompanied by an electronic sets of plans and specifications for the proposed Alterations suitable for submission to Landlord’s architect for evaluation and a statement of the identity of the contractor who will perform such Alterations. If Landlord’s consent is required for any Alterations, Tenant shall pay all reasonable out-of-pocket costs incurred by Landlord in the evaluation, as applicable, of the plans and specifications, including, but not limited to, Landlord’s general contractor’s, architects’ and engineers’ fees. In addition, as a condition to Landlord’s granting of its consent to any Alterations, Landlord shall have the right to approve the architect and contractors designing or performing such Alterations, which approval shall not be unreasonably delayed, withheld or conditioned and shall be granted or denied within fifteen (15) business days (provided that in any event Project standard subcontractors shall be used for work affecting structural portions, or base building mechanical and fire and life safety systems and utility systems affecting the basebuilding utility systems, so long as such subcontractors are competitively priced and reasonably available). All Alterations to be performed by Tenant in the Premises, including the delivery, storage and removal of materials, shall be reasonably scheduled through Landlord, and shall be performed in accordance with regulations imposed in good faith by Landlord. All Alterations (whether or not Landlord’s consent is required therefor) shall be completed in a good and workmanlike manner and in accordance with all applicable Laws. All Alterations requiring Landlord’s consent shall be completed in accordance with the approved plans and specifications therefor. Promptly following the completion of any Alterations for which any governmental permit, approval or sign-off is required under applicable Laws, Tenant shall deliver to Landlord a copy of signed-off permits, inspection cards or other documentation evidencing governmental approval of completion of the work. Unless identified by Landlord as having to be removed prior to Lease termination pursuant to Article 20.4, all of Tenant’s Alterations including, but not limited to, light fixtures, floor coverings and partitions, but excluding trade fixtures and signs, any pasta bar (and / or island) or sushi bar, shall be deemed to be the property of Landlord upon installation thereof. Within thirty (30) days after the completion of any Alterations, Tenant shall deliver to Landlord a set of “as built” plans depicting the Alterations as actually constructed or installed. If Tenant shall make any permitted Alterations, Tenant shall carry “Builder’s All Risk” insurance in an amount reasonably determined by Landlord covering the construction of such Alterations and such other insurance as Landlord may reasonably require. Any Alterations to the Premises which are required by reason of any future law, ordinance, rule, regulation or order of any governmental authority having jurisdiction over the Premises or the Project, or any future change in any such existing law, ordinance, rule, regulation or order, and which does not pertain to the structural portions of the Project or the Project Systems (including the Premises), or which are required to be made to other areas of the Project as a result of Tenant’s Alterations that are required due to Tenant’s specific use in the Premises (as opposed to the mere act of pulling of a permit), shall be at the sole cost of Tenant. Any inspection by Landlord of such Alterations shall in no event constitute Landlord’s approval of the work so performed, nor shall Landlord be responsible for or have any liability with respect to such inspections. If Tenant’s Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -22-
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Alterations trigger (i) required improvements for disabled access within or to the Premises, or (ii) required improvements to Project Systems, or (iii) any other required improvements to any other portion of the Project that are required due to Tenant’s specific use in the Premises (as opposed to the mere act of pulling of a permit), such improvements shall be at Tenant’s sole cost.

ARTICLE 10

PARKING
As designated in Section 1.12, Landlord shall provide unreserved parking spaces located at the Project (the “Parking Facilities”) for Tenant’s use. Additionally, Landlord shall provide unreserved parking spaces at the 333 North Crescent Drive Parking structure.

Tenant understands and acknowledges that the parking structure and facilities serving the building that includes the Premises are currently intended to be utilized, and shall at all times (in Landlord’s sole and absolute discretion) be available and used as a public parking facility.

Landlord shall maintain the Parking Facilities in good condition and repair, but Landlord may alter or make improvements to the Parking Facilities. Tenant’s customers shall have the right to park in the Parking Facilities at the prevailing rates charged by Landlord for use of the Parking Facilities from time to time. Landlord shall have the right, in Landlord’s sole and absolute discretion, to modify or increase the charges for use of the Parking Facilities, from time to time.

From time to time, Landlord shall have the right, in Landlord’s sole and absolute discretion, to modify the Parking Facilities’ hours of operation. It is understood that rules and regulations with respect to parking may be established and amended by Landlord, in Landlord’s reasonable discretion, from time to time. The use by Tenant and its employees, visitors and invitees of the Parking Facilities shall be on the terms and conditions set forth herein as well as in the established parking rules and regulations, provided that Landlord agrees that if Tenant’s employees are parked in the Parking Facilities after the operating hours of the Parking Facilities, Landlord shall make good faith efforts, if needed, to assist Tenant’s employees in promptly exiting the Parking Facilities. Landlord shall not be responsible to Tenant for the violation or non-performance by any other tenant or occupant of the Project of any of the established parking rules and regulations. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant’s employees to be loaded, unloaded or parked in areas other than those designated by Landlord for such activities. If Tenant permits or allows any of the prohibited activities described herein and in the established parking rules and regulations, then Landlord shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Tenant, which cost shall be immediately payable upon demand by Landlord as additional rent.

ARTICLE 11
DAMAGE TO TENANT’S PROPERTY; WAIVER
Notwithstanding anything contained in this Lease to the contrary, Landlord or its agents and employees shall not be liable for (a) loss or damage to any property by theft or otherwise, or (b) any injury or damage to person or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Project or from pipes, appliances or plumbing work therein or from the roof, street, sub-surface or from any other place or resulting from dampness or any other cause whatsoever, except to the extent (i) resulting from Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -23-
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the gross negligence or willful misconduct of Landlord or its contractors, agents, servants or employees or breach of this Lease by Landlord and (ii) not covered by the insurance maintained by Tenant (or which would not have been so covered if Tenant had maintained the insurance required to be maintained by Tenant pursuant to this Lease), provided that loss, damage or injury results from the gross negligence or willful misconduct of Landlord or its contractors, agents, servants or employees or breach of this Lease by Landlord, Landlord and if such damage is covered by insurance maintained by Tenant, or which would have been covered if Tenant had maintained the insurance required to be maintained by Tenant pursuant to this Lease, Landlord shall be responsible for any deductible required under Tenant’s insurance. Landlord or its agents shall not be liable for interference with light or other similar intangible property interests. Tenant shall give prompt notice to Landlord in case of fire or accidents in the Premises or the Project and of defects therein or in the fixtures or equipment located therein.

ARTICLE 12

INSURANCE

12.1 Tenant’s Insurance. Tenant, at its sole cost and expense, commencing on the date Tenant is given access to the Premises, and continuing during the Term, shall procure, pay for and thereafter keep in full force and effect the following types of insurance, in at least the amounts and in the forms specified below:
(a) Commercial General Liability (CGL) with limits no less than Two Million Dollars ($2,000,000.00) per occurrence basis including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than Two Million Dollars ($2,000,000) per occurrence. Tenant shall maintain in force liability insurance, at all times during the term of this Lease and any renewal or extension thereof, which shall insure and indemnify Landlord, the City Council and each member thereof, and every officer and employee of Landlord against liability or financial loss resulting from any suits, claims or actions brought by any person or persons and from all costs and expense of litigation brought against Landlord, the City Council and every member thereof for any injury to persons and/or damage to property in, on or about the Premises by reason of the use or occupation by Tenant or by any other person or persons of the Premises and the activities of Tenant. (b) A policy or policies of Workers Compensation insurance as required by law, with a limit of not less than One Million Dollars ($1,000,000.00). (c) Property Insurance against all risk of loss at full replacement cost with no coinsurance penalty provision at Tenant’s cost and expense, shall be obtained and at all times during the Term hereof maintain in effect covering (1) Tenant’s trade fixtures, furnishings, equipment, and inventory of merchandise located in the Premises; and (2) all alterations, additions, and changes made in or to the Premises during the Term of this Lease at Tenant’s expense, providing protection to the extent of not less than one hundred percent (100%) of the insurable value of all said items against any peril included under insurance industry practices in the jurisdiction of the Premises within the classification “fire and extended coverage,” together with insurance against vandalism, malicious mischief, and sprinkler leakage or other sprinkler damage, if sprinklers are installed, and including “use and occupancy” and/or “business interruption” coverage. Tenant hereby waives any and all rights of recovery against Landlord for Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -24-
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any loss occurring to such items on account of fire or other casualty, and the aforesaid policies of insurance shall contain appropriate provision recognizing this release by Tenant and waiving all right of subrogation by the insurance carrier. The proceeds of such insurance, so long as this Lease remains in effect, shall be used to repair or replace the items so insured in the event of loss on account of fire or other casualty.
(d) Automobile Liability: Covering any auto, or if Tenant has no owned autos, hired, and non-owned autos, with limit no less than $1,000,000 per accident for bodily injury and property damage.
(e) Plate Glass Insurance: Plate glass insurance covering all plate glass on the Premises at full replacement value; provided that Tenant shall be permitted to self-insure plate glass insurance.
(f) Insurance covering all of Tenant’s Improvements and Tenant’s Alterations in an amount not less than their full replacement value from time to time, including replacement cost endorsement, providing protection against any peril included within the classification Fire and Extended Coverage, sprinkler damage, vandalism, malicious mischief and such other additional perils as covered in an “all risks” standard insurance policy. Any policy proceeds shall be used for the repair or replacement of the property damaged or destroyed unless this Lease shall cease and terminate under the provisions of Article 14. (g) Business Interruption Insurance: Commercially reasonable business interruption insurance.

12.2 Restrictions on Use. Tenant shall not use or permit the Premises to be used, nor do or permit any act to be done, which may increase the existing rates of insurance upon the building in which the Premises are located, or which may cause the cancellation of any insurance policy covering the Premises. If any act on the part of Tenant or use of the Premises by Tenant shall cause directly or indirectly any increase of Landlord’s insurance expense, the additional expense shall be paid by Tenant to Landlord upon demand. Such payment by Tenant shall not limit Landlord in the exercise of any other rights or remedies. Tenant shall not sell or permit to be kept, used or sold in or about the Premises any article which may be prohibited by California Standard Forms of fire insurance policies. Tenant, at Tenant’s sole expense, shall comply with any and all requirements pertaining to the use of the Premises, of any insurance organization or company, which compliance may be necessary for maintenance of reasonable fire, extended coverage, public liability, and other insurance upon the Premises.

12.3 Additional Insureds. Landlord, the City Council and each member thereof, and every officer and employee of Landlord shall be named as an additional insured on Tenant’s liability and property policies. Said policies shall be issued by an insurer rated in Best’s Insurance Guide with a financial rating of A+ VII or better. Said policies shall provide that the insurance coverage shall not be cancelled or reduced by the insurance carrier without Landlord having been given thirty (30) days’ prior written notice thereof by such carrier. Tenant shall not cancel or reduce said insurance coverage.

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12.4 Certificate(s) of Insurance. At all times during the term of this Lease and prior to taking possession of the Premises, Tenant shall maintain on file with Landlord a certificate of insurance (on Landlord’s standard form of Certificate of Insurance) issued by the insurance carrier or carriers and showing that the aforesaid insurance policies are in effect in the amounts above provided and if requested by Landlord, a copy of each insurance policy. Notwithstanding any other provision to the contrary contained in this Lease, Tenant shall not have the right to take possession of the Premises until such certificate or certificates and insurance policies are filed with Landlord.

12.5 Landlord Cure Right. If Tenant does not keep the insurance required by this Lease in full force and effect, Landlord may take out the necessary insurance and pay the premium thereon, and the repayment thereof shall be paid by Tenant as Additional Rent within ten (10) days after written demand by Landlord.

12.6 Waiver of Subrogation. All policies of property damage insurance required hereunder shall include a clause or endorsement denying the insurer any rights of subrogation against the other party to the extent rights have been waived by the insured before the occurrence of injury or loss. Each party waives any rights of recovery against the other for injury or loss due to risks covered by policies of property damage insurance to the extent insurance proceeds covering the injury or loss are received by such party.

12.7 Landlord’s Insurance. Landlord shall during the Term hereof, at its sole cost and expense, keep in full force and effect property insurance that shall include the Premises and the Project (excluding Tenant’s personal property on the Premises and Tenant improvements) insuring against risks of direct physical loss or damage written by insurance companies licensed to do business in the state of California, together with such other insurance, and in such amounts, covering such other risks as Landlord may from time-to-time determine in its reasonable judgment, including, without limitation (if Landlord so elects), Commercial General Liability insurance and insurance against earthquake, flood and rental loss; provided Landlord shall carry insurance during the entire Term hereof with terms, coverages and companies (which shall be licensed to do business in California and shall be rated no lower than A-VII by A.M. Best Company) and such insurance shall cover the Project with amounts and standards no less than the amounts and standards that Tenant is obligated to maintain under the terms and conditions of this Lease. Any insurance procured by Landlord under this Section may be included in a policy or policies of blanket insurance covering additional items or locations or insureds.

12.8 Indemnity. “Landlord Parties” for the purposes of this Section 12.8 shall mean and include Landlord, the City of Beverly Hills and their respective directors, officers, shareholders, agents, contractors, licensees, and employees. Subject to the limitations hereinbelow, to the fullest extent permitted by law, Tenant covenants with Landlord that Landlord Parties shall not be liable for any damage or liability of any kind or for any injury to or death of persons or damage to property of Tenant or any other person from any cause whatsoever related to the use, occupancy or enjoyment of the Premises by Tenant or any person thereon or holding under Tenant. Tenant shall pay for, defend (with an attorney reasonably approved by Landlord), indemnify, and save Landlord Parties harmless against and from any real or alleged damage or injury and from all claims, judgments, liabilities, losses, costs and expenses, including reasonable attorneys’ fees and costs, arising out of or connected with Tenant’s use of the Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -26-
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Premises and its facilities, or any repairs, Alterations or improvements (including original improvements and fixtures specified as Tenant’s Initial Improvements) which Tenant may make or cause to be made upon the Premises, any breach of this Lease by Tenant. The obligations to indemnify set forth in this Article shall include all reasonable attorneys’ fees, litigation costs, investigation costs and court costs and all other costs, expenses and liabilities incurred by the indemnified party from the first notice that any claim or demand is to be made or may be made.

All obligations under this Article shall survive the expiration or termination of this Lease. The foregoing provision shall not extend to: (A) the negligence, wrongful act or strict or statutory liability of the Landlord Parties; (B) any defect or deficiency in the Project or the Premises which was not created by Tenant or any of Tenant’s employees, agents, contractors or invitees except that Landlord shall not be liable for or obligated to correct any condition of the Premises or utility systems within the Premises which exists as of the date of this Lease (other than those conditions that are Landlord’s responsibility under Section 9.1 of this Lease), it being understood that Tenant has had a reasonable opportunity to inspect the Premises and utility systems within the Premises; or (C) a breach by Landlord of this Lease.

12.9 Subject to the waiver of subrogation in Section 12.6, and except to the extent arising from the negligence or willful misconduct of Tenant or Tenant’s employees, agents, contractors or invitees, Landlord shall indemnify, defend and hold Tenant harmless from and against any and all claims, losses, damages, liabilities, actions, causes of action and expenses (including, without limitation, reasonable attorneys’ fees) arising from the negligence or willful misconduct of Landlord (“Landlord Indemnified Claims”). In case any action or proceeding is brought against Tenant by reason of any such Landlord Indemnified Claims, Landlord, upon notice from Tenant, agrees to promptly defend the same at Landlord’s sole cost and expense by counsel approved in writing by Tenant, which approval shall not be unreasonably withheld.

ARTICLE 13 DAMAGE

13.1 Insured Casualty. In the case of damage by fire or other perils covered by insurance, the following provisions shall apply:
(a) Within a period of sixty (60) days after all applicable permits have been obtained (which permits Landlord shall promptly apply for and diligently seek), Landlord shall commence such repair, reconstruction and restoration of the Premises and the Project which has been affected by fire or other casualty, and shall diligently prosecute the same to completion; provided, however, that Tenant, at its cost, shall repair and restore all items of Tenant’s Initial Improvements and Tenant’s Alterations and replace its stock in trade, trade fixtures, furniture, furnishings and equipment. Tenant shall commence this work promptly upon delivery of possession of the Premises to Tenant and shall diligently prosecute same to completion. (b) Notwithstanding the foregoing, if destruction of the Premises occurs during the last two (2) years of the Term and the estimated time to repair the Project is more than the lesser of 180 days or one half (1/2) of the remaining Term under the Lease Term (as the same may have been or is so extended by Tenant within 30 days after such a casualty), Landlord and Tenant shall each have the right to terminate this Lease. In each case of a termination under this Article, the termination right shall be exercised by the terminating party giving written notice to the other party within thirty (30) days after the date of destruction.

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(c) Notwithstanding anything to the contrary contained herein, if Tenant is unable to reasonably operate its business from the Premises for the use specifically permitted under this Lease as a result of a casualty at the Premises and Landlord does not commence repairs within ninety (90) days, fails to thereafter prosecute the repairs with reasonable diligence, or fails to complete the repairs within one (1) year after the date of such casualty and the damage was not caused by Tenant or its agents, employees or contractors, then Tenant shall have the right to terminate this Lease by delivering a written termination notice to Landlord, which termination notice shall be delivered to Landlord within thirty (30) days after the applicable event, but before the substantial completion of the restoration work by Landlord. (d) Notwithstanding anything to the contrary contained in this Lease, if, prior to the commencement of any repair or restoration work by Landlord, it is estimated (which estimate shall be delivered to both Landlord and Tenant in a written notice) by an independent and reputable contractor mutually selected by the parties that the damage to the Premises cannot reasonably be completed within one (1) year after the date of damage, then each party shall have the right to terminate the Lease within thirty (30) days after receiving such written estimate provided that such party (and its agents, employees and contractors) did not cause the damage.

13.2 Uninsured Casualty. If the Premises or the Project is damaged in a way that materially and adversely affects Tenant’s use of the Premises as a result of any casualty not covered by the insurance specified in Article 12.4, Landlord, within ninety (90) days following the date of such material damage, shall commence repair, reconstruction or restoration of the Premises to the extent provided herein and shall diligently prosecute the same to completion, or Landlord may elect within said ninety (90) days not to so repair, reconstruct or restore the damaged property, in which event, at Landlord’s option, this Lease shall cease and terminate upon the expiration of such ninety (90) day period, provided that Landlord terminates all other leases in the Project with tenants whose occupancy is materially affected by the uninsured casualty In the event Landlord elects to restore the Premises, Tenant shall have the same repair, restoration and replacement obligations it has pursuant to Article 13.1(a). Notwithstanding the foregoing, if Tenant is unable to reasonably operate its business from the Premises for the use specifically permitted under this Lease as a result of an uninsured casualty at the Premises and Landlord has elected to restore the Premises but Landlord has not substantially completed such repair or restoration of the Premises within one (1) year after the date of such casualty, then provided neither Tenant nor its agents, employees or contractors caused the damage, Tenant shall have the right to terminate this Lease by delivering a written termination notice to Landlord, which termination notice shall be delivered to Landlord within thirty (30) days after the expiration of such one (1) year period but before the substantial completion of the restoration work by Landlord. Notwithstanding anything to the contrary contained in this Lease, if, prior to the commencement of any repair or restoration work by Landlord, it is estimated (which estimate shall be delivered simultaneously to both Landlord and Tenant in a written notice) by an independent and reputable contractor mutually selected by the parties that the damage to the Premises cannot reasonably be completed within one (1) year after the date of damage, then Tenant and Landlord shall each have the right to terminate the Lease within thirty (30) days after receiving such written estimate.

13.3 Distribution of Insurance Proceeds. In the event of the termination of this Lease pursuant to this Article 13, all proceeds from the insurance carried by Landlord pursuant to Article 12.4 and all insurance covering Tenant’s Initial Improvements and Tenant’s Alterations Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -28-
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that are permanently affixed to the Premises, but excluding proceeds for trade fixtures, merchandise, signs and other personal property, shall be disbursed and paid to Landlord.

13.4 Abatement. The Base Rent and Additional Rent payable hereunder shall be abated proportionately with the degree to which Tenant’s use of the Premises is impaired from the time of the occurrence of the casualty until the date on which Tenant again operates its business in the Premises provided that neither Tenant nor its agents, employees or contractors caused the damage by its gross negligence or willful misconduct. Tenant shall continue the operation of its business on the Premises during any such period to the extent reasonably practicable from the standpoint of prudent business management. Notwithstanding any provision contained in this Lease to the contrary, if the kitchen or dining area in the Premises is rendered untenantable and Tenant does not occupy the balance of the Premises for the conduct of its business, then the abatement shall apply to the entire Premises. Tenant shall not be entitled to any compensation or damages from Landlord for loss of use of the whole or any part of the Premises or the building of which the Premises are a part, Tenant’s personal property or any inconvenience or annoyance occasioned by such damage, repair, reconstruction or restoration, except to the extent (a) such damage or loss is caused by the negligence or gross misconduct of Landlord, and (b) Tenant has not waived compensation, claims, liabilities or other obligations for such damage or loss pursuant to Article 12.5 above.

13.5 Waiver of Termination. Tenant waives any statutory rights of termination which may arise by reason of any partial or total destruction of the Premises.

ARTICLE 14

EMINENT DOMAIN

14.1 Taking. The term “Taking”, as used in this Article 14, shall mean an appropriation or taking under the power of eminent domain by any public or quasi-public authority or a voluntary sale or conveyance in lieu of condemnation but under threat of condemnation.

14.2 Total Taking. In the event of a Taking of the entire Premises or the entire Common Area, this Lease shall terminate and expire as of the date possession is delivered to the condemning authority and Landlord and Tenant shall each be released from any liability accruing pursuant to this Lease after the date of such termination.

14.3 Partial Taking. If there is a Taking of a material portion of the Premises or the Common Area and, regardless of the amount taken, the Premises is not, in Tenant’s sole but reasonable business judgment, suitable for the continued operation of Tenant’s business, then Tenant may terminate this Lease, upon giving notice in writing of such election to Landlord within thirty (30) days after receipt by Tenant from Landlord of written notice that a portion of the Premises and/or the Common Area has been so appropriated or taken. In each case, the termination of this Lease shall be effective as of the date Tenant is required to vacate all or a portion of the Premises and/or the Common Area.

14.4 Award. The entire award or compensation in any such condemnation proceeding, whether for a total or partial Taking, or for diminution in the value of the leasehold or for the fee, shall belong to and be the property of Landlord. Without derogating the rights of Landlord under Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -29-
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the preceding sentence, Tenant shall be entitled to recover from the condemning authority such compensation as may be separately awarded by the condemning authority to Tenant or recoverable from the condemning authority by Tenant in its own right and separately allocated to the taking of trade fixtures and equipment owned by Tenant, the expense of removing and relocating Tenant’s trade fixtures and equipment, interruption or damage to Tenants’ business, the value of Tenant’s leasehold estate, or the unamortized cost of Tenant improvements paid for by Tenant.

14.5 Continuation of Lease. In the event of a Taking, if Landlord and Tenant elect not to terminate this Lease as provided above (or have no right to so terminate), Landlord agrees, at Landlord’s cost and expense as soon as reasonably possible after the Taking, to restore the Premises and/or the Common Area necessary for Tenant to reasonably operate from the Premises (to the extent of the condemnation proceeds) on the land remaining to a complete unit of like quality and character as existed prior to the Taking and, thereafter, Base Rent and Additional Rent payable by Tenant hereunder shall be reduced on an equitable basis, taking into account the relative value of the portion taken as compared to the portion remaining, and Landlord shall be entitled to receive the total award or compensation in such proceedings.

ARTICLE 15

ASSIGNMENT AND SUBLETTING

15.1 Landlord’s Consent Required. Tenant shall not assign its interest in this Lease (an “assignment”) or sublease or permit occupancy by third parties of all or any part of the Premises (a “sublease”), without first obtaining Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any change in the ownership or control of Tenant that results in Jerry Greenberg no longer controlling Tenant or which reduces his ownership of Tenant to below ten percent (10%) shall require Landlord’s prior written consent in its sole and absolute discretion, and additionally, Tenant shall promptly inform Landlord in writing if: (i) Jerry Greenberg reduces his owning of Tenant to below 15% or to below 10%, or (ii) if he no longer Controls (as defined below) the Tenant. Any such change, and any assignment, sublease or encumbrance without Landlord’s prior written consent shall be voidable at Landlord’s election and shall constitute an Event of Default hereunder. Notwithstanding the first sentence of this Section 15(a), but subject to the condition that Jerry Greenberg have Control of the buyer and own at least 10% of the buyer, Landlord will not unreasonably withhold its consent to an assignment of this Lease in conjunction with a sale of the Restaurant at the Premises provided: (A) the transferee continues to operate the business conducted in the Premises under the same name and in the same manner as Tenant and pursuant to all the provisions of this Lease, (B) Landlord receives a copy of the assignment and assumption document, and the organizational documents of the transferee (redacted to omit financial information); and (C) the net worth of the assignee is not less than Five Million Dollars ($5,000,000.00), as shown by reasonable evidence delivered to Landlord.

Additionally, subject to the second sentence of this Section 20(a), the transfer of equity interests of Tenant without Landlord’s consent may occur provided: (i) they are to another existing partner, and (ii) are for estate planning, tax planning or marital planning purposes: (a) among immediate members of such member’s family; or (b) to a living trust or by will or intestacy; however, Tenant shall notify Landlord in writing of any such transfer and any Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -30-
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commitment to make any such transfer in the future (for purposes of Landlord’s verifying compliance with this Section).

Additionally, Tenant may assign its interest in this Lease or sublease or permit occupancy by third parties of all or any part of the Premises (a “Permitted Transfer”) to the following types of entities (a “Permitted Transferee”) upon prior written notice to Landlord of the assignment but without the written consent of Landlord provided Jerry Greenberg continues to own at least ten percent (10%) of Tenant and will Control Tenant: (a) any parent, subsidiary or affiliate corporation (collectively, an “Affiliate”); (b) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity in which or with which Tenant, an Affiliate of Tenant, or their respective corporate successors or assigns is merged or consolidated, in accordance with applicable statutory provisions governing merger and consolidation of business entities; (c) any entity which acquires all or substantially all of the shares of stock of Tenant; or (d) any restaurant concept within Tenant’s “family of restaurants” as of the Effective Date, which “family of restaurants” shall include KazuNori, SugarFish, Pasta Uovo, HiHo Cheeseburger, and Matu. Additionally, the Permitted Transferee shall comply with all of the terms and conditions of this Lease, whether accruing prior to and/or from and after the consummation of the transfer. The occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent transfer.

The term “Control” shall mean the possession of the power to direct or cause the direction of the management and policy of such corporation, partnership, limited liability company or other entity, whether through the ownership of voting securities, by statute or by contract, and whether directly or indirectly.

15.2 Procedures. Should Tenant desire to enter into a Transfer, Tenant shall request, in writing, Landlord’s consent to the proposed Transfer at least forty-five (45) days before the intended effective date of the proposed Transfer, which request shall include any information reasonably requested by Landlord to evaluate the proposed Transfer. A consent to one (1) Transfer by Landlord shall not be deemed to be a consent to any subsequent Transfer to any other party.

15.3 Intentionally Omitted.

15.4 No Release; Form. No Transfer whether with or without Landlord’s consent, shall relieve Tenant from its covenants and obligations under this Lease. Any Transfer shall be evidenced by an instrument in form and content satisfactory to Landlord and executed by Tenant and the Transferee.

15.5 Processing Fees. In connection with any request for Landlord’s consent to an assignment or sublease as required under the provisions of this Article, Tenant shall pay a processing fee to Landlord equal to $2,500.

15.6 Transfer Rent. If Tenant shall enter into a Transfer hereunder (other than a Permitted Transfer), Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium” (as hereinafter defined). In the event of a subletting, “Transfer Premium” shall mean all rent, Additional Rent or other consideration payable by such subtenant to Tenant or on behalf of Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -31-
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Tenant in connection with the subletting in excess of the rent, Additional Rent and other sums payable by Tenant under this Lease during the term of the sublease on a per square foot basis if less than all of the Premises is subleased, less the following costs actually incurred and paid by Tenant to secure the sublease to the extent they are reasonable: (i) improvement allowances; (ii) broker’s commissions; and (iii) attorneys’ fees and costs (“Transfer Expenses”). In the event of any Transfer other than a subletting, “Transfer Premium” shall mean any consideration paid by the assignee to Tenant in connection with such Transfer which Landlord reasonably determines is allocable to the leasehold value of this Lease, less such Transfer Expenses. If part of the transfer premium shall be payable by the Transferee or subtenant other than in cash, then Landlord’s share of such non-cash consideration shall be in such form as is reasonably satisfactory to Landlord. Tenant may recover its Transfer Expenses prior to paying any Transfer Premiums to Landlord provided Tenant shall have first provided Landlord with reasonable written evidence of the Transfer Expenses actually paid by Tenant.

ARTICLE 16

DEFAULTS

16.1 Events of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default” by Tenant under this Lease:
(i) failure to pay the Base Rent, any Additional Rent, or the Security Deposit within five (5) days after written notice from Landlord to Tenant; (ii) failure to perform any other of the promises, covenants or agreements of Tenant contained in this Lease for more than thirty (30) days after written notice from Landlord (provided, however, if the default cannot be rectified or cured within such thirty (30) day period, the default shall be deemed to be rectified or cured if Tenant, within such thirty (30) day period, shall have commenced to rectify or cure the default and shall thereafter diligently and continuously prosecute same to completion);
(iii) an assignment or subletting by Tenant without Landlord’s prior written consent when such consent is required by this Lease; or (iv) failure to maintain the insurance required of Tenant under this Lease within two (2) business days after written notice from Landlord to Tenant or if such insurance is not being maintained, and such default is allegedly cured within the two (2) business days, then failure to provide Landlord with reasonable evidence that such insurance is being maintained within five (5) business days after such notice; and
(v) notice from a governmental authority of a bona fide violation by Tenant of legal restrictions on hours or noise, whether or not “cured”, more than twice in any twelve (12) month period; provided that if Tenant appeals such violation in good faith, such violation shall not be considered an Event of Default until final adjudication.

16.2 Landlord Remedies. Any notice required to be given by Landlord above shall be in lieu of, and not in addition to, any notice required under Section 1161 of the Code of Civil Procedure of California or any similar, superseding statute. Upon the occurrence of an Event of Default by Tenant, Landlord may elect to terminate this Lease and to re-enter and take possession of the Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -32-
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Premises and remove all persons therefrom, and/or exercise all or any of the rights and remedies afforded Landlord by California law including, but not limited to, the remedies provided under California Civil Code Sections 1951.2 or 1951.4. Pursuant to California Civil Code Section 1951.2, the damages Landlord may recover against Tenant include, but are not limited to, the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award, exceeds the amount of such rental loss for the same period that the Tenant proves could be reasonably avoided. Pursuant to California Civil Code Section 1951.4, Landlord may continue this Lease in effect after Tenant’s breach of this Lease and abandonment of the Premises and recover rent as it becomes due, if Tenant has the right to sublet the Premises or assign this Lease, subject only to reasonable limitations. Landlord hereby agrees that in the event Landlord elects the remedy under California Civil Code Section 1951.4, Landlord will not unreasonably withhold its consent to assignment and subletting by Tenant, and Section 15.3 shall apply.

16.3 Default by Landlord. Landlord shall not be in default hereunder unless Landlord fails to perform the obligations required of Landlord within thirty (30) days after written notice by Tenant to Landlord specifying wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. Notwithstanding any contrary provision contained in this Lease, Landlord shall not be liable under any circumstances for any indirect or consequential damages or any injury or damage to, or interference with, Tenant’s business, including, but not limited to, loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use; provided, that the foregoing is not intended to be a waiver by Tenant of any rights it may have to condemnation awards in the event of a condemnation by Landlord of Tenant’s interest under this Lease or Tenant’s business. Subject to the other provisions of this Section, in the event of a default by Landlord, Tenant, at its option, without further notice or demand, shall have the right to any and all rights and remedies provided at law or in equity and all rights, options and remedies of Tenant contained in this Lease shall be construed and held to be cumulative to the extent permitted by law, and no one of them shall be exclusive of the other, and Tenant shall have the right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law, whether or not stated in this Lease. If Landlord fails to make required repairs as set forth in this Lease within thirty (30) days after Tenant's written notice (except when the repairs require more than thirty (30) days for performance and Landlord commences the repair within thirty (30) days and diligently pursues the repair to completion), Tenant may, at its option, after additional prior written notice to Landlord, undertake such repairs and deduct the reasonable cost thereof from the installments of Rent next falling due; provided, however, that if Landlord disputes the default, Tenant may not deduct the costs from Rent unless and until Tenant shall have obtained a final judicial determination that Landlord was in default. Notwithstanding the foregoing, in the event of an emergency, Tenant may give Landlord such shorter notice as is practicable under the circumstances, and if Landlord fails to make such repairs immediately after being notified by Tenant, Tenant may immediately undertake such repairs and deduct the reasonable cost thereof from the installments of Rent next falling due; provided, however, that if Landlord disputes the default, Tenant may not deduct the costs from Rent unless and until Tenant shall have obtained a final judicial determination that Landlord was in default.

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If any part of the Premises is at any time subject to a first mortgage or a first deed of trust, and this Lease or the rentals due from Tenant hereunder are assigned by Landlord to a mortgagee, trustee or beneficiary (“Assignee”) and Tenant is given written notice of the assignment including the post office address of Assignee, then Tenant shall also give written notice of any default by Landlord to Assignee, specifying the default in reasonable detail and affording Assignee the same amount of time as provided in this Lease for Landlord (starting from the date Assignee receives such notice) to make performance for and on behalf of Landlord.

If and when Assignee has made performance on behalf of Landlord, the default shall be deemed cured.

ARTICLE 17

SUBORDINATION, ATTORNMENT AND ESTOPPEL CERTIFICATES

17.1 Subordination. So long as the lienholder agrees in writing to be bound by the obligations of the Landlord arising after the lienholder acquires title to the Premises, and provided such lienholder also executes a commercially reasonable nondisturbance agreement in favor of the Tenant, then upon written request of Landlord, Landlord’s mortgagee, or the beneficiary of a deed of trust of Landlord or a lessor of Landlord, Tenant will subordinate its rights pursuant to this Lease in writing to the lien of any mortgage, deed of trust or the interest of any lease in which Landlord is the lessee and to all advances made or hereafter to be made upon the security thereof.

17.2 Attornment. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by Landlord encumbering the Premises, or should a lease in which Landlord is the lessee be terminated, Tenant shall upon the request of the purchaser or lessor attorn to the purchaser or lessor under such lease upon any foreclosure, sale or lease termination and recognize the purchaser or lessor as Landlord under this Lease, provided that the purchaser or lessor shall be required pursuant to Section 17.1 to acquire and accept the Premises subject to this Lease.

17.3 Estoppel Certificates. Upon not less than ten (10) business days prior notice from Landlord or Tenant to the other, Landlord or Tenant, as the case maybe shall execute, acknowledge and deliver to the requesting party, a reasonable estoppel certificate certifying that this Lease is unmodified and in full force and effect and that the other party is not in default (or stating how any of the foregoing is not true) and certifying the dates to which rental or other sums due hereunder have been paid in advance (“Estoppel Certificate”).

17.4 Subordination of Landlord’s Liens. Landlord hereby subordinates all statutory and contractual landlord’s liens to any liens or security interests covering Tenant’s inventory, or financed fixtures, furniture or equipment of Tenant in favor of bona-fide third-party lenders providing financing to Tenant (including purchase-money financing). Additionally, Tenant shall be permitted to remove personal property from the Premises without Landlord’s consent (free and clear of any landlord’s liens).

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ARTICLE 18

MATTERS OF RECORD
Tenant agrees that it and all persons in possession or holding under it will conform to and will not violate the terms of any covenants, conditions, restrictions, easements and any other matters currently of record. Tenant acknowledges that Tenant has had an opportunity to obtain and review a title report and title exception documents from a title insurance company selected by Tenant.

ARTICLE 19

UTILITIES AND SERVICES
Tenant shall pay directly to the appropriate utility company all charges for utility services supplied to Tenant. If no such (sub)meter exists, then Tenant shall reimburse Landlord within thirty (30) days after written demand from time to time for Tenant’s share utility charges allocable to the Project. In that regard, Tenant is responsible for directly contracting utility services including, but not limited to those shown in the table below.

Service Responsible Party for Directly Contracting
Electric Utility Tenant
Water/Sewer Utility Tenant
Gas Utility Tenant
Trash Pickup Services Tenant
Fire and Life Safety Monitoring Tenant
Regardless of the entity which supplies any of the utility services, Landlord shall not be liable for any failure or interruption of any utility or service. Except as otherwise provided herein, no failure or interruption of any utility or service shall entitle Tenant to terminate this Lease or discontinue making payments of Rent payable by Tenant under this Lease; provided, however, that Landlord shall use good faith efforts to restore such service to the extent the restoration of the same is not the obligation of Tenant, the utility company or other third party.

Notwithstanding anything to the contrary herein, if Landlord, in its proprietary capacity under this Lease, shall fail to provide water to the Premises pursuant to the terms of this Lease to the point of connection to the Premises, or shall cause any other utility serving the Premises to be interrupted due to the negligence or willful misconduct of Landlord within the Project, or fail to make repairs required of Landlord hereunder, then provided: (i) such failure was not caused by the acts or omissions of Tenant, its agents, contractors or employees, (ii) such failure is not the result of legal requirements or an event or circumstance beyond Landlord’s control, (iii) such failure continues for a period of at least two (2) consecutive days that Tenant is generally open to the public for business following the giving of written notice from Tenant to Landlord, (iv) the remedying of such failure is within Landlord’s control, (v) such failure materially impairs Tenant’s ability to conduct its business in or access to or use of a Material Portion of the Premises (as hereinafter defined), (vi) as a result thereof Tenant actually vacates and closes such Material Portion of the Premises for business during such period, and (vii) Tenant is not in default under this Lease beyond applicable notice and cure periods, then Tenant’s Rent Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -35-
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hereunder shall be equitably abated with respect to such Material Portion of the Premises for each day beyond such third (3rd) consecutive day that such failure continues.

As used herein, a “Material Portion of the Premises” shall be a contiguous area within the Premises containing at least 500 square feet and/or any portion of the kitchen area that is critical to Tenant’s business operations.

ARTICLE 20

MISCELLANEOUS

20.1 Hazardous Materials. During the Term of this Lease, Tenant, at its sole cost and expense, shall comply with all laws relating to the storage, use, handling and disposal of hazardous, toxic or radioactive matter, including, without limitation, petroleum products, asbestos, and those materials identified in Sections 66680 and 66685 of Title 22 of the California Administrative Code, Division 4, Chapter 30 (“Title 22”), as amended from time to time (collectively, “Hazardous Materials”); provided, however, that the foregoing shall not apply to Hazardous Materials in, on or surrounding the Project not released by Tenant or its contractors, employees, agents or customers (while such customers are within the Premises). Tenant shall notify Landlord and provide to Landlord a copy or copies of any environmental entitlements or inquiries related to the Premises. The clean-up and disposal of any Hazardous Materials released onto or about the Project by Tenant or its agents, contractors or employees shall be performed by Tenant at Tenant’s sole cost and expense and shall be performed in accordance with all applicable laws, rules, regulations and ordinances, pursuant to a site assessment and removal/remediation plan prepared by a licensed and qualified geotechnical engineer and submitted to and approved in writing by Landlord prior to the commencement of any work. The foregoing notwithstanding, Landlord in Landlord’s sole and absolute discretion may elect, by written notice to Tenant, to perform the clean-up and disposal of such Hazardous Materials from the Premises and/or the Project. In such event, Tenant shall pay to Landlord the actual cost of same upon receipt from Landlord of Landlord’s written invoice therefor. Notwithstanding any other term or provision of this Lease, Tenant shall permit Landlord or Landlord’s agents or employees to enter the Premises at any time, upon at least one (1) business day’s notice, to inspect, monitor and/or take emergency or long-term remedial action with respect to Hazardous Materials on or affecting the Premises or to discharge Tenant’s obligations hereunder with respect to such Hazardous Materials when Tenant has failed, after demand by Landlord, to do so.

All costs and expenses incurred by Landlord in connection with performing Tenant’s obligations hereunder shall be reimbursed by Tenant to Landlord within thirty (30) days of Tenant’s receipt of written request therefor.

To the Landlord’s knowledge, neither the Project nor the land on which it is located contain any Hazardous Material the presence of which violates applicable law, except that Tenant acknowledges that the Project may contain quantities of Hazardous Materials found in commercial real estate materials. To Landlord’s knowledge, there are no underground storage tanks for petroleum products or Hazardous Materials, active or abandoned, located on the land on which the Project is located. Landlord agrees not to cause any Hazardous Materials to be produced, stored, kept, discharged, or released in or about the Project other than reasonable quantities of such Hazardous Materials as may typically be found in commercial construction or Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -36-
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cleaning products or used by retail tenants, and that are used and disposed of in accordance with applicable laws.

Tenant shall defend, indemnify, and hold Landlord harmless from and against any and all claims, liabilities, losses, costs, and expenses (including, without limitation reasonable attorneys’ fees) incurred or suffered by Landlord as a result of Tenant’s or its invitees’, licensees’, contractors’, agents’ or employees’ storage, use, handling, disposal or release of Hazardous Materials in or about the Premises or the Project.

20.2 Notices. Every notice, demand or request (collectively “Notice”) required hereunder or by law to be given by either party to the other shall be in writing. Notices shall be given by United States certified mail, postage prepaid, return receipt requested, or by same-day or overnight private courier, addressed to the party to be served at the address indicated in Section

1.13 or such other address as the party to be served may from time to time designate in a Notice to the other party. The delivery of a Notice shall be deemed made upon delivery. Copies of any Notice shall be sent to the addresses, if any, designated for service of copies of Notices in Section 1.13.

20.3 Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefor, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, and other causes (except financial) beyond the reasonable control of the party obligated to perform, shall excuse the performance by that party for a period equal to the prevention, delay or stoppage; however, this Article shall not be applied to delay the payment by Tenant of payments required of Tenant under this Lease, except in the event of a “Dine-in Operations Limitation Event” (as defined in the succeeding paragraph) or a “Operations Shutdown Event” (as defined in this Section 20.3).

A “Dine-in Operations Limitation Event” shall mean any generally applicable governmental restrictions, governmental regulations, governmental controls, judicial orders that limits the Restaurant’s dine-in operations (as may be determined based on inability of customers of the Restaurant to occupy the Restaurant); provided that, the date of such event is after the Rent Commencement Date and during the Term. In such event, if there is no dine-in occupancy available (0%), twenty percent (20%) of the otherwise due Base Rent shall be the applicable Base Rent hereunder while such event is continuing. If twenty-five percent (25%) or less dine-in occupancy is available, then forty (40%) of the otherwise due Base Rent shall be the applicable Base Rent hereunder while such event is continuing. If greater than twenty-five percent (25%) and less than or equal to fifty percent (50%) dine-in occupancy is available, then sixty percent (60%) of Base Rent shall be the applicable Base Rent hereunder while such event is continuing.

If greater than fifty (50%) and less than or equal to seventy-five percent (75%) dine-in occupancy is available, then eighty percent (80%) of Base Rent shall be the applicable Base Rent hereunder while such event is continuing. If greater than seventy-five (75%) and less than or equal to one-hundred percent (100%) dine-in occupancy is available, then one-hundred percent (100%) of Base Rent shall be the applicable Base Rent hereunder while such event is continuing.

An “Operations Shutdown Event” shall mean any generally applicable governmental restrictions, governmental regulations, governmental controls, judicial orders that cause the Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -37-
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Restaurant to be unable to operate as a Restaurant (including take-out and dine-in operations); provided that, the date of such event is after the Rent Commencement Date and during the Term.

While such event is continuing, no Base Rent shall be payable hereunder from Tenant to Landlord.

20.4 Termination and Holding Over. Upon the expiration or earlier termination of the Term, Tenant shall peaceably and quietly surrender the Premises broom-clean, reasonable wear and tear and any damage to the Premises, which Tenant is not required to repair pursuant to Article 14 or Article 15 excepted. Subject to the foregoing, Tenant, at Tenant’s sole cost, shall remove from the Premises all of Tenant’s trade fixtures, furniture, equipment, signs, and additions, and immediately repair any damage occasioned to the Premises by reason of such removal so as to leave the Premises in a neat and clean condition. Tenant shall additionally, at Tenant’s sole cost, remove all of the Tenant’s Initial Improvements and/or Tenant’s Alterations made after Tenant’s Initial Improvements that Landlord identified as having to be removed at the time of approving Tenant’s Initial Improvements or Tenant’s Alterations, provided, however, that Landlord acknowledges and agrees that Tenant shall not be obligated to remove affixed kitchen fixtures, such as hoods, walk-in refrigeration units, sinks or flooring. Should Tenant hold over in the Premises beyond the expiration or earlier termination of this Lease, the holding over shall not constitute a renewal or extension of this Lease or give Tenant any rights under this Lease. In such event, Landlord may, in its sole discretion, treat Tenant as a tenant at will, subject to all of the terms and conditions in this Lease except that the Base Rent shall be increased to one hundred fifty percent (150%) of the Base Rent previously in effect.

20.5 Miscellaneous Provisions.
(a) It is understood that there are no oral or written agreements or representations between the parties hereto affecting this Lease and this Lease supersedes and cancels any and all previous negotiations, arrangements, representations, brochures, agreements and understandings, if any, between Landlord and Tenant. No provision of this Lease may be amended except by an agreement in writing signed by Landlord and Tenant,
(b) Subject to the terms of this Lease, all rights and obligations of Landlord and Tenant under this Lease shall extend to and bind the respective heirs, executors, administrators and the permitted concessionaires, successors, subtenants and assignees of the parties. (c) Any waiver by either party of a breach by the other party of a covenant of this Lease shall not be construed as a waiver of a subsequent breach of the same covenant. (d) Except where another rate of interest is specifically provided for in this Lease, any amount due from either party to the other under this Lease which is not paid when due, shall bear interest at the rate per annum (“Interest Rate”) equal to the prime interest rate published from time to time by the Wall Street Journal plus two (2) percentage points (but in no event to exceed the maximum lawful rate) from the date such amount was originally due to and including the date of payment.
(e) If Tenant or Landlord is a municipal corporation, corporation, partnership or limited liability company, each individual executing this Lease on behalf of the municipal Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -38-
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corporation, corporation, partnership or limited liability company (in his/her representative capacity only) represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of the municipal corporation, corporation, partnership or limited liability company and that this Lease is binding upon the municipal corporation, corporation, partnership or limited liability company.
(f) This Lease shall be governed by and construed in accordance with the laws of the State of California without giving effect to the choice of law provisions thereof. (g) Tenant waives any and all rights of redemption granted under any present and future laws in the event Landlord obtains the right to possession of the Premises by reason of the violation by Tenant of any of the covenants and conditions of this Lease or otherwise. (h) In the event that, at any time after the Effective Date of this Lease, either Landlord or Tenant shall institute any action or proceeding against the other relating to the provisions of this Lease or any default hereunder, the party not prevailing in such action or proceeding shall reimburse the prevailing party for its actual attorneys’ fees, and all fees, costs and expenses incurred in connection with such action or proceeding, including, without limitation, any post-judgment fees, costs or expenses incurred on any appeal or in collection of any judgment.
(i) Tenant shall observe faithfully and comply with, and shall cause its employees and invitees to observe faithfully and comply with, reasonable and nondiscriminatory rules and regulations governing the Project as may from time to time be promulgated by Landlord. (j) Should Landlord sell, exchange or assign this Lease (other than a conditional assignment as security for a loan), then Landlord, as transferor, shall be relieved of any and all obligations on the part of Landlord accruing under this Lease from and after the date of such transfer provided that Landlord’s successor in interest shall assume such obligations from and after such date. Written notice of any such transfer shall be given to Tenant. (k) Notwithstanding anything contained in this Lease to the contrary, it is expressly understood and agreed that any judgment against Landlord resulting from any default or other claim under this Lease shall be satisfied only out of net rents, issues, and profits received by Landlord from the Project, and from the proceeds of any sale by Landlord of the Project, and Tenant shall have no claim against Landlord or any of Landlord’s personal assets for satisfaction of any judgment with respect to this Lease.
(l) Intentionally Omitted.
(m) Tenant shall pay all costs for work performed by or on account of it and shall keep the Premises and the Project free and clear of mechanics’ liens or any other liens or stop notices. Tenant shall give Landlord immediate notice of any lien or stop notice filed against the Premises or the Project as a result of any work of improvement performed by or on behalf of Tenant. If any such liens are filed and are not discharged by Tenant (by bonding or otherwise) within thirty (30) days following delivery of notice thereof from Landlord, Landlord may, without waiving its rights and remedies based on such breach by Tenant and without releasing Tenant from any of its obligations, cause such liens to be released by any means it shall deem Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -39-
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proper, including payment in satisfaction of the claim giving rise to such liens. Tenant shall pay to Landlord, as additional Rent, within ten (10) business days after Landlord’s delivery of written notice to Tenant, any sums paid by Landlord to remove such liens. (n) Tenant shall be required to utilize Landlord’s roofing contractor in the event Tenant or Tenant’s Agents desire to penetrate the ceiling of the Premises for any repairs, alterations or improvements permitted to be made to the Premises by Tenant pursuant to the terms of this Lease that might affect the ceiling; provided, however, if Landlord and Tenant reasonably determine that Landlord’s roofing contractor’s rates are not reasonably competitive, Tenant shall have the right to utilize any other licensed and reputable roofing contractor reasonably acceptable to Landlord.
(o) Landlord and Tenant each represents and warrants that it has not had any dealings with any realtors, brokers or agents in connection with the negotiation of this Lease, except as may be specifically set forth in Section 1.14, and Landlord agrees to pay all sums due to Cushman & Wakefield of California, Inc. as described in Section Each of Landlord and Tenant shall defend, indemnify and hold the other harmless from any claims, costs, expenses or liabilities for any compensation, commission or charges to other realtors, brokers or agents claiming by, through or on behalf of Landlord or Tenant, as the case may be, with respect to this Lease and/or the negotiation hereof.
(p) All of the exhibits referenced in this Lease are incorporated herein by this reference.
(q) Notwithstanding anything contained in this Lease to the contrary, Tenant acknowledges that Landlord is acting in its proprietary capacity, is entering into and complying with this Lease, and that nothing contained in this Lease shall require Landlord, in its capacity as a governmental entity, to act in any predetermined manner in connection with its actions as a governmental entity, as opposed to its actions as a contracting party pursuant to this Lease. (r) Landlord covenants and agrees with Tenant that upon Tenant paying the Rent required under this Lease and paying all other charges and performing all of the covenants and provisions on Tenant’s part to be observed and performed under this Lease, Tenant shall and may peaceably and quietly have, hold and enjoy the Premises in accordance with and subject to the terms of this Lease, applicable laws and existing matters of record. (s) Tenant and its employees and invitees shall faithfully observe and comply with the Rules and Regulations as attached hereto as Exhibit “E” that Landlord shall from time to time promulgate and/or modify. The Rules and Regulations (and modification thereto) shall be binding upon the Tenant upon delivery of a copy of them to the Tenant. Landlord shall not be responsible to Tenant for the violation or non-performance by any other tenant or occupant of the Project of their leases or of any of said Rules and Regulations. However, Landlord will not enforce any Rules and Regulations in a discriminatory manner. (t) If any provision of this Lease is held or adjudicated to be invalid or unenforceable for any reason, each such portion or provision shall be severed from the remaining portions or Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -40-
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provisions of this Lease and the remaining portions or provisions shall be unaffected and remain in full force and effect.
(u) Concurrently with the execution and delivery of this Lease, Tenant shall also execute, acknowledge and deliver to Landlord a Memorandum of Lease in the form attached hereto as Exhibit “C” for recording. Tenant shall not record this Lease, any notice of other memorandum of this Lease. Upon the expiration or any earlier termination of this Lease, Tenant shall execute, acknowledge and deliver to Landlord a termination of such recorded Memorandum of Lease and/or quitclaim deed in the form prepared by Landlord and submitted to Tenant.
(v) This Lease may be executed by using DocuSign.

Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 -41-
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IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease on the day and year first above written.

LANDLORD:

THE PARKING AUTHORITY OF THE CITY

OF BEVERLY HILLS
By:

Sharona R. Nazarian, PsyD, Chair
ATTEST:

Huma Ahmed, City Clerk
APPROVED AS TO FORM:
_____________________________________
Laurence S. Wiener, General Counsel
APPROVED AS TO CONTENT:
_____________________________________
Nancy Hunt-Coffey, Executive Director
_____________________________________
Sharon L’Heureux Dressel, Risk Manager
TENANT:

HARD SCALE EATS, LLC,
a Delaware limited liability company
By: ___________________________
Jerry Greenberg, Officer
Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 Exhibit “A”

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EXHIBIT “A”

DIAGRAM OF PREMISES
[Attached]
Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 Exhibit “B”

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EXHIBIT “B”
TENANT’S INITIAL IMPROVEMENTS
A. Tenant’s Initial Improvements
a. Tenant shall, at its sole expense, but subject to the provisions of this Exhibit “B”, provide, construct, furnish, and install a new code-compliant demising wall at the rear of the Premises along with two storage rooms and a new hallway for rear access to the Premises as described on Exhibit “A” attached hereto within the Project. The newly demised hallway and storage rooms shall be delivered to Landlord in codecompliant condition for retail/commercial use, including but not limited to the following:
i. Removing all existing interior framing, abandoned conduits, and abandoned or redundant plumbing from previous builds, and patching all wall penetrations with fire-rated assembly as required;
ii. Patching all floor penetrations and delivering the floor in a level and smooth condition;
iii. Ensuring that each room is constructed with full height, deck-to-deck walls using the appropriate fire-rated assembly;
iv. Installing commercial grade doors and doorframes to match the existing in the locations shown in Exhibit “A” and shall include mortis lock sets as per Landlord standard;
v. Installing all fire-life safety systems as required by code, including but not limited to fire sprinklers, addressable fire alarms and emergency lighting; vi. For the storage rooms, installing lighting fixtures sufficient for storage room use and at least two (2) 110 volt power outlet per room, all connected to a “house” electrical panel with appropriate submeters as approved by Landlord; vii. For the hallway, installing lighting fixtures sufficient for its use a common rated exit corridor, including a sufficient number of power outlets for janitorial and maintenance use, all connected to a “house” electrical panel; viii. Installing appropriate HVAC systems;
ix. For the hallway, delivering in a turn-key condition with all painted wall finished surfaces, including code-compliant ceilings, finished floors, and air diffusers.

Once demised, the Premises shall be approximately 7,000 square feet and shall be subject to re-measurement, and such remeasurement shall be made from and to the exterior surfaces of exterior walls of the Building, and to the centerline of demising walls. Should the re-measurement be less than 7,000 square feet, the measurement to be used in this lease shall be 7,000 square feet. Tenant shall use good faith efforts to complete such demising wall work as early as practicable during Tenant’s initial improvements and no later than twelve (12) months after the Effective Date, provided that such 12-month period shall be extended day-for-day if Tenant is delayed in obtaining its permits for force majeure.
b. Tenant shall, at its sole expense, but subject to the provisions of this Exhibit “B”, provide, construct, furnish, and install within the Premises all architectural, mechanical, electrical and plumbing, finishing, fixturing, and any other necessary work to complete the improvement of the Premises in accordance with the approved Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 Exhibit “B”

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Preliminary Plans and Specifications and the Final Approved Plans (as defined in Exhibit B Section E) and Tenant shall equip the Premises ready for Tenant’s use and occupancy in accordance with the use specifically permitted in Section 1.11 of this Lease (all such work is referred to herein as “Tenant’s Initial Improvements”). As part of Tenant’s Initial Improvements, Tenant shall have the right to install a door in the location depicted on Exhibit “A”. As part of that work, Tenant will relocate the existing parking pay station to the location depicted on Exhibit “A”. Additionally, Landlord acknowledges and agrees that Tenant shall have the right, as part of Tenant’s Initial Improvements, to alter the Premises to provide for an open storefront, which may include sliding or rolling doors.

B. General Requirements and Procedures
a. Landlord Approvals. Tenant’s Initial Improvements shall first be approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed with respect to Landlord's review in its proprietary capacity as Project owner) as more particularly described in Section D of this Exhibit “B”. If Landlord fails to approve or disapprove any submission within the require time period described in this Exhibit “B”, Landlord shall be deemed to have disapproved such submission. b. Permits Required. In addition to Landlord’s approval (in its proprietary capacity as Project owner), Tenant must obtain approvals for its work from the applicable building department and all other authorities having jurisdiction (including Landlord) before commencing work. Tenant shall be responsible for payment of all fees and charges incurred in in connection with obtaining all required permits, certificate(s) of occupancy, or any other applicable approvals.
c. Code-Required Upgrades to Project. To the extent required due to Tenant’s specific use in the Premises (as opposed to the mere act of pulling of a permit), all coderequired upgrades triggered by Tenant’s Initial Improvements to other areas of the Project or Project’s systems (such as but not limited to, structural, mechanical, electrical, plumbing systems) shall be performed by Landlord or Tenant (as determined by Landlord in its sole and absolute discretion) and at Tenant’s sole expense.
d. Tenant Repair and Replacement Requirements. Tenant shall promptly repair or replace with products of the same material and specification any areas or systems (finishes, structural elements, mechanical, electrical, plumbing, fire-life safety, etc.) of the Project outside of the Premises that are disturbed by Tenant’ s Initial Improvements. Landlord reserves the right to perform the repair or replacement work at Tenant’s sole expense.
e. Tenant Work Restrictions. Except to the extent required in connection with the Final Approved Plans, under no circumstances shall Tenant or its contractor at any time be permitted to drill or cut conduit, pipe sleeves, chases, duct equipment, openings in the floor, columns, walls or roofs of the Project. Any work of this type required by Tenant must be authorized by the Landlord in writing (which may be evidenced by the Final Approved Plans) and if Landlord so elects, performed by Landlord at Tenant’s sole expense, so long as such expenses are competitively bid or performed by Landlord’s employees (in which case such expenses shall be reasonable and documented by Landlord).

Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 Exhibit “B”

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f. Compatibility with Existing Project Systems. Tenant’s Initial Improvements shall be compatible with and within the capacity of existing infrastructure (mechanical, electrical, plumbing, fire-life safety, etc.) serving the Project. g. Utilities Separately Metered. Tenant shall separately meter or submeter all of Tenant’s gas, water, and electrical utilities exclusively serving the premises. h. Design Coordination. Tenant’s Initial Improvements shall be designed and performed by Tenant’s architect, at Tenant’s cost, in consultation with Landlord’s architect, engineers, or other professions, as prudent and applicable, provided that Tenant shall not be responsible for the costs of Landlord’s architect, engineers, or other professions (including costs of Landlord’s own employees performing such services). i. Tenant Supervision Required. Tenant shall ensure that all the provisions and conditions contained or imposed in this Exhibit “B” are observed and performed by all architects, contractors, subcontractors, and by any other professions or trades engaged by Tenant for the purposes of Tenant’s Initial Improvements. j. Performance of Design and Construction. Tenant shall perform its work expeditiously and efficiently and shall complete the same so as to permit Tenant to open for business as soon as reasonably possible.
k. Workmanship and Materials. Tenant’s Initial Improvements shall be constructed with good workmanship and with first class materials, which shall all be of a high quality and shall be conforming to the best standards of practice and comply with the laws, codes or regulations of the municipality or any other authority having jurisdiction.
l. Landlord Rules. Tenant and Tenant’s general contractor and subcontractors shall comply with all of Landlord’s rules and regulations, as provided in Exhibit “E” of this Lease, as well as other additional reasonable rules and regulations Landlord may stipulate from time to time, such as but not limited to matters relating to:
i. handling and storage of material and equipment;
ii. noise or disruptive work;
iii. obnoxious odors, fumes, or dust;
iv. hours of work and coordination of activity;
v. use of facilities and utilities;
vi. schedule of work;
vii. deliveries;
viii. signage and window or storefront coverings;
ix. access to areas outside of the premises;
x. clean-up of work and refuse disposal; and
xi. appearance of the construction site
m. Refuse Removal. Tenant shall keep the Premises and all other areas clear of all waste materials and refuse caused by Tenant, Tenant’s suppliers, contractors, or subcontractors. Tenant shall remove all waste materials and refuse directly from the Premises and shall deposit them in places or in receptacles reasonably designated by Landlord. Landlord may require Tenant to clean up on a daily basis, and shall be entitled to clean up at Tenant’s expense if Tenant fails, after written notice from Landlord, to comply with Landlord’s reasonable requirements. If Landlord performs any cleaning which Tenant is obligated to do pursuant to the terms of this Lease after providing written notice to Tenant and Tenant’s failure to commence such cleaning Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 Exhibit “B”

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within five (5) days of Landlord’s written notice thereof, Tenant shall pay the cost of such repairs to Landlord, as Additional Rent, within thirty (30) days following receipt of a bill from Landlord for same. At the completion of the Tenant’s Initial Improvements, Tenant shall leave the Premises clean and shall remove all tools, equipment and surplus materials from the Premises and the Project and remove all waste material and refuse from the Premises and deposit them in places or in receptacles designated by Landlord. The final clean-up shall include the cleaning of all lighting fixtures, millwork units, storefronts and other areas which may be affected by the work.
n. Security. Tenant shall be responsible for the security of the Premises and all construction or equipment staging areas during construction and Landlord shall not be liable for any loss or damage suffered by Tenant.
o. Fire Protection. Tenant shall maintain and keep on the Premises at all times during construction and the term of the Lease, a suitable portable fire extinguisher for Class A, B and C fires and shall comply with any additional requirements and regulations imposed by the fire marshal and all other appropriate governmental agencies. p. Failure to Perform Work. If Tenant or Tenant’s general contractor or subcontractors neglect to carry out any work properly or fail to perform any work required by or in accordance with the approved plans and specifications, and that materially affects the Building or Building systems, then Landlord, after five (5) days written notice to Tenant and Tenant’s contractor, may, without prejudice to any right or remedy Landlord may have, complete the work, remedy the defaults, or make good any deficiencies, all to the extent necessary to eliminate the effect on the Building or Building systems, and recover from Tenant Landlord’s actual, reasonable, out-ofpocket costs incurred. Tenant shall pay the cost of such work performed to Landlord, as Additional Rent, within thirty (30) days following receipt of a bill from Landlord for same.
q. Work Done by Landlord for Tenant. Any equipment or work provided by Landlord for or at the request of Tenant, shall be at the expense of Tenant and shall be paid within thirty (30) days of written request. The cost of such equipment or work shall without limitation include labor, material, applicable taxes, all architectural, engineering and contractor’s fees in connection therewith and a supervision fee equal to five percent (5%) of the aggregate cost of such equipment or work. Landlord shall not be entitled to a supervision fee for Landlord’s review and approval of the Tenant’s Initial Improvements to the extent the work is conducted by Tenant or Tenant’s contractors, agents, and suppliers.
r. Tenant Contractor Parking. Tenant shall have the right for up to ten (10) unreserved parking spaces at the Project for Tenant’s contractor’s use during construction of Tenant’s Initial Improvements, and the right to use the loading area behind the Premises during construction in the area depicted on Exhibit B.

C. Tenant’s Representative and Project Team
a. Tenant’s Representative during Design and Construction Tenant shall designate, in writing, a representative to coordinate Tenant’s design, permitting, and construction phases.
b. Tenant’s Architect
Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 Exhibit “B”

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Tenant shall engage an architect experienced in projects of the same use and of similar size and scope as Tenant’s Initial Improvements. Tenant’s architect shall complete the required architectural, mechanical, and electrical working drawings and specifications.

Tenant shall obtain Landlord written approval of Tenant’s architect prior to the commencement of Tenant’s design work.
c. Tenant’s General Contractor and Subcontractors
Tenant shall engage a general contractor experienced in projects of the same use and of similar size and scope to Tenant’s Initial Improvements. Tenant shall obtain Landlord written approval of Tenant’s general contractor prior to the commencement of Tenant’s design work. Tenant’s general contractor must have insurance coverage as required by this Lease and Tenant shall furnish evidence of coverage prior to Landlord’s approval of Tenant’s general contractor.

D. Prevailing Wage Indemnity
Tenant shall defend, indemnify and hold Landlord harmless from and against any and all claims, liabilities, losses, damages, costs and expenses arising from any failure by Tenant to (i) pay prevailing wages for all Tenant Work in accordance with Section 1720, et seq. of the California Labor Code; and (ii) otherwise comply with the provisions of Sections 1773.8, 1775, 1776, 1777.5, 1777.6 and 1813 of the California Labor Code and all other applicable laws and regulations with respect to prevailing wages; and (iii) as required by the prevailing wage laws, obtain payment and performance bond(s) for the Tenant Work.

In connection with the previous sentence only, Landlord hereby represents and warrants as follows:
• Landlord’s Broker has stated to Landlord that this is a fair market transaction. • No public funds are being provided or utilized in association with this transaction or Tenant’s Tenant Improvements.
• This Lease does not provide that the Tenant must pay prevailing wages. • The Building is not subject to a “project labor agreement”. • To the actual knowledge of the City Manager, Logan Phillippo and Jonathan Gernes, without investigation or inquiry, there have not been any lawsuits in the past 10 years that claim prevailing wages should have been paid for work performed by a tenant in the Building.

E. Landlord Review and Approval Process for Tenant’s Initial Improvements a. Submission of Preliminary Plans and Specifications. Within ninety (90) days of the Lease Effective Date, Tenant shall provide Landlord with a complete digital set of plans and specifications for the Tenant’s Initial Improvements which shall demonstrate design intent and shall be subject to the reasonable approval of Landlord prior to Tenant’s preparation of detailed working drawings and design specifications (the “Preliminary Plans and Specifications”), provided that Landlord’s approval of the Preliminary Plans and Specifications shall be limited to alterations to the exterior of the building, alterations affecting the structure of the building, or alterations affecting the base-building systems. The Preliminary Plans and Specifications shall be prepared by Tenant’s architect and shall be accompanied by a professional set of drawings with appropriate elevations and sections and structural drawings (as may be Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 Exhibit “B”

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applicable). If Tenant Initial Improvements requires additional capacity to Project systems, such as but not limited to structural, mechanical, electrical, plumbing, firelife safety or telephone/data systems or other increased services to the Project, Tenant must notify Landlord in writing as soon as possible and within the time limit for submitting Tenant’s Preliminary Plans and Specifications b. Approval of Preliminary Plans and Specifications. Within fifteen (15) days after receipt of Tenant’s Preliminary Plans and Specifications, Landlord shall notify Tenant either of its approval thereof or of any changes required by Landlord. If changes are required, Tenant, within ten (10) days after being notified of the required changes by Landlord, shall submit amended plans and specifications to Landlord, which shall have ten (10) days after receipt to review, for approval (and the process shall be continued until the Preliminary Plans and Specifications are approved by Landlord).
c. Submission of Construction Documents to Landlord. Within ninety days (90) days after Landlord’s approval of Tenant’s Preliminary Plans and Specifications, Tenant shall submit a digital set of construction documents and any other information as may be reasonably necessary for Tenant’s Initial Improvements to be approved; provided, however, Landlord shall only be permitted to withhold its approval (in its proprietary capacity) of the construction documents if the improvements reflected in the construction documents will adversely affect the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Project, the curtain wall of the Premises, the structure, or the exterior appearance of the Premises in a manner inconsistent with the Approved Preliminary Plans and Specifications (collectively, a “Design Problem”).
d. Construction Drawing Requirements. Drawings and specifications shall meet the requirements of the applicable governmental authority and be of uniform size to a minimum scale of 1/8” to each foot and shall include, but not be limited to, the following:
i. floor plans;
ii. reflected ceiling plans and plenum plans;
iii. intentionally omitted;
iv. interior elevations and finish schedule;
v. exterior elevation modifications, if applicable
vi. building section drawings, if applicable
vii. plans and specifications for all structural, electrical, mechanical, and plumbing work, including under floor slab work such as conduit runs, plumbing pipes, etc.,
viii. [INTENTIONALLY OMITTED].
ix. fire sprinkler and fire alarm shop drawings, once available (during construction)
e. Landlord Approval of Construction Documents. Within fifteen (15) days after receipt by Landlord of Tenant’s construction documents, Landlord shall notify Tenant of its approval thereof or indicate any changes required, in which case Tenant shall resubmit for approval amended plans and specifications within an additional ten (10) business days after Tenant is notified of the required changes by Landlord, which Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 Exhibit “B”

B0785-0001\3141148v2.doc
shall have ten (10) days after receipt to review, for approval (and the process shall be continued until the construction documents are approved by Landlord). f. Final Approved Plans. Upon Landlord’s written approval of Tenant’s construction documents, Tenant shall submit such approved plans to the appropriate governmental authority for plan checking and the issuance of a building permit, together with all necessary fees incidental to the Tenant’s Initial Improvements. If such governmental authority requires any changes or amendments to such plans to comply applicable laws, codes, rules, regulations and ordinances prior to the issuance of a building permit, Tenant shall, at its sole cost and expense, within twenty (20) days shall promptly change such plans pursuant to such governmental request and submit such changed plans to concurrently to the applicable governmental authority and Landlord for its approval; provided, however, Landlord shall only be permitted to withhold its approval if such changes to the plans will cause a Design Problem. Landlord shall have ten (10) days within which to approve or disapprove such changed plans. In the event Landlord disapproves such changed plans, Landlord shall provide Tenant with written objections, and Tenant shall have ten (10) days within which to amend such plans and incorporate Landlord’s required changes. Upon Landlord’s approval of the changed plans, Tenant shall promptly resubmit such plans to the appropriate governmental authority for plan checking and the issuance of a building permit as previously set forth. Upon Tenant’s receipt of a building permit and any other necessary governmental approvals for the Tenant’s Initial Improvements based upon plans approved by Landlord and such governmental authority (the “Final Approved Plans”), Tenant shall furnish Landlord with a digital PDF copy and one (1) digital Computer Aided Design (“CAD”) copy of the Final Approved Plans, and shall immediately commence construction of the Tenant’s Initial Improvements and shall diligently pursue such construction to completion in accordance with the Final Approved Plans, subject to any approved Change Orders (defined below). g. Change Orders. Notwithstanding anything herein to the contrary, Tenant may initiate changes to the Final Plans as desired by Tenant (as applicable, a “Change Order”), provided that each such Change Order that constitutes a Design Problem, if any, must receive the prior written approval of Landlord, such approval not to be unreasonably withheld or delayed.

F. Non-Compliance
a. If Tenant does not comply with the provisions of the Lease or any other agreement relative to the construction or occupation of the Premises, including this Exhibit “B”, Landlord, in addition to and not in lieu of any other rights or remedies, shall have any or all of the following rights at its discretion:
i. to declare all fees, charges and other sums payable by Tenant to Landlord pursuant to this Exhibit “B” to be rent and to be collectible as rent under the provisions of the Lease; or
ii. subject to Tenant’s notice and cure as set forth in Section 16.1 of this Lease, to declare and treat Tenant’s noncompliance as a default or breach of covenant under this Lease and exercise any right available under the provisions of this Lease, including the right of termination.

Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 Exhibit “B”

B0785-0001\3141148v2.doc
In any event of termination pursuant to the above provision, Landlord may retain for its own use without payment therefor all or any of Tenant’s Initial Improvements which has been commenced, installed or completed to the date of such termination.

Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 Exhibit “C”

B0785-0001\3141148v2.doc
EXHIBIT “C”

FORM OF MEMORANDUM OF LEASE
Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 Exhibit “C”

B0785-0001\3141148v2.doc

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL
TO:

The Parking Authority of the City of
Beverly Hills
455 North Rexford Drive
Beverly Hills, California 90210
Attention: City Clerk

SPACE ABOVE THIS LINE FOR RECORDER'S USE
The undersigned declare that this Memorandum of Lease is exempt from Recording Fees pursuant to California Government Code Section 27383 and exempt from Documentary Transfer Tax pursuant to California Revenue and Taxation Code Section 11922.

MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE (this “Memorandum”) is dated as of March 4, 2026, and is entered into by and between HARD SCALE EATS, LLC, a Delaware limited liability company (“Tenant”), and The Parking Authority of the City of Beverly Hills (“Landlord”).

RECITALS
A. Tenant and Landlord have entered into that certain Retail Lease dated March 4, 2026 (the “Lease”), pursuant to which Landlord has agreed to lease and demise to Tenant, and Tenant has agreed to lease and accept from Landlord, a portion (the “Premises”) of that certain building located in the City of Beverly Hills, County of Los Angeles, State of California, commonly known as 443-445 North Cañon Drive. The Premises are more particularly described in the Lease.

B. Landlord and Tenant now desire to enter into this Memorandum to comply with applicable law requiring that municipal leases be recorded.

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Tenant and City agree as follows:

1. Lease. Landlord hereby leases and demises to Tenant, and Tenant hereby leases and accepts from Landlord, the “Premises” at 443-445 North Cañon Drive described in the Lease for a term of ten (10) years after the Rent Commencement Date of the Lease (with two, five-year extension options in favor of Tenant) at the rental rates and upon the other terms and conditions set forth in the Lease, which are incorporated herein by this reference.

2. Purpose. This Memorandum is prepared for the purposes of recordation only and in no way modifies the terms and conditions of the Lease. In the event any provision of this Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 Exhibit “C”

B0785-0001\3141148v2.doc
Memorandum is inconsistent with any term or condition of the Lease, the term or condition of the Lease shall prevail.

3. Counterparts. This Memorandum may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of Lease as of the date first written above.

LANDLORD: TENANT:

THE PARKING AUTHORITY OF THE

CITY OF BEVERLY HILLS
By:

Nancy Hunt-Coffey, Executive Director

HARD SCALE EATS, LLC,
a Delaware limited liability company
By: ___________________________
Jerry Greenberg, Officer
Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 Exhibit “C”

B0785-0001\3141148v2.doc
State of California )
County of Los Angeles )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
A notary public or other officer
completing this certificate verifies only
the identity of the individual who signed
the document to which this certificate is
attached, and not the truthfulness,
accuracy, or validity of that document.

Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 Exhibit “C”

B0785-0001\3141148v2.doc
State of California )
County of Los Angeles )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
A notary public or other officer
completing this certificate verifies only
the identity of the individual who signed
the document to which this certificate is
attached, and not the truthfulness,
accuracy, or validity of that document.

Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 Exhibit “E”

B0785-0001\3141148v2.doc
EXHIBIT “D”

INTENTIONALLY OMITTED
Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 Exhibit “F”

B0785-0001\3141148v2.doc
EXHIBIT “E”

RULES AND REGULATIONS

1. Except as may be specifically provided in the Lease to which these Rules and Regulations are attached, no sign, placard, picture, advertisement, name or notice shall he installed or displayed on any part of the outside or inside of the Project (except within the Premises) without the prior written consent of Landlord. Tenant shall not place anything against or near exterior windows or doors which may appear unsightly from outside the Premises (other than approved window coverings, automobiles or other merchandise or displays consistent with Tenant's permitted uses of the Premises). Landlord shall have the right to remove, at Tenant’s expense and with 24 hours’ prior written or oral notice, any sign installed or displayed in violation of this rule.

2. Tenant shall not obstruct any sidewalks, halls, passages, exits, entrances, elevators, escalators or stairways of the Project and shall transport vehicles to and from the Premises only through the rear service alley. The halls, passages, exits, entrances, elevators, escalators and stairways are not open to the general public, but are open, subject to reasonable regulations, to Tenant’s business invitees. Landlord shall in all cases retain the right to control and prevent access thereto of all persons whose presence in the judgment of Landlord would be prejudicial to the safety and interest of the Project and its tenants. Neither Tenant nor any employee or invitee of Tenant shall go upon the roof of the Project, except as permitted by Landlord in connection with Tenant’s Initial Improvements and any Alterations.

3. Tenant shall cooperate with Landlord in maintaining the Common Areas. All cleaning and janitorial services for the Common Areas shall be provided exclusively through Landlord.

4. At Landlord’s request, as a part of the Tenant improvements, Tenant shall install new locks in, and re-key, the Premises, and in such event, Tenant shall deliver a copy of a key to all such locks to Landlord upon installation thereof. In addition, upon the termination of its tenancy, Tenant shall deliver to Landlord the keys to all doors and locks in the Premises.

5. All contractors and technicians rendering any service to Tenant affecting the structure of the Project, the base-building systems, or the exterior of the Premises, shall be referred to Landlord for approval (which approval shall not be unreasonably withheld, conditioned or delayed) and supervision prior to performing any such service. This applies to all work performed in the Project, including but not limited to, installation of telephone and telegraph equipment and electrical devices and installations affecting floors, walls, woodwork, windows, ceilings and any other physical portion of the Project. None of Tenant’s contractors or subcontractors shall be entitled to (1) display identification or other signage at the Project, (2) use the passenger elevators at the Project, or (3) park anywhere in the Parking Structure except in the area designated by Landlord.

6. No deliveries shall be made which materially interfere with the operation of the Project.

No outside food vendors shall be permitted within the Project except for making of specific deliveries of previously ordered items to the Premises or the premises of another tenant.

Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 Exhibit “F”

B0785-0001\3141148v2.doc

7. Landlord shall have the right to prescribe the weight, size and position of all equipment, materials, furniture or other property brought into the Project. Heavy objects shall, if considered necessary by Landlord, stand on such platforms as determined by Landlord to be necessary to properly distribute the weight, which platforms shall be provided at Tenant’s expense. The persons employed to move such equipment in or out of the Project must be acceptable to Landlord. Landlord will not be responsible for loss of, or damage to, any such equipment or other property from any cause, and all damage done to the Project by maintaining or moving such equipment or other property shall be repaired at the expense of Tenant.

8. Except as set forth in the Lease, Tenant shall not use or keep in the Premises any kerosene, gasoline or inflammable or combustible fluid or material other than those limited quantities necessary for the operation or maintenance of equipment. Tenant shall not use or permit to be used in the Premises any foul or noxious gas or substance, or permit or allow the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Project by reason of noise, odors or vibrations, nor shall Tenant bring into or keep in or about the Premises any birds or animals.

9. Tenant shall not use any method of heating or air conditioning other than that installed by Landlord, except for supplemental air conditioning systems installed in accordance with the provisions of the Lease.

10. Tenant agrees to cooperate fully with Landlord to assure the most effective operation of the Project’s heating and air conditioning and to comply with any governmental energy-saving rules, laws or regulations. Tenant shall keep corridor doors closed.

11. Landlord reserves the right, exercisable upon thirty (30) days prior written notice to Tenant, to change the name and/or street address of the Project.

12. Tenant shall close and lock the doors of its Premises before Tenant and its employees leave the Premises. Tenant shall be responsible for any damage or injuries sustained by other tenants or occupants of the Project or by Landlord for noncompliance with this rule.

13. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein. The expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the tenant who, or whose employees or invitees, shall have caused it.

14. Tenant shall not use the Premises for any business or activity other than that specifically provided for in this Lease.

15. Tenant shall not install any radio or television antenna, loudspeaker or other devices on the roof(s) or exterior walls of the Project. Tenant shall not interfere with radio or television broadcasting or reception from or in the Project or elsewhere.

16. Tenant shall not deface the Premises or any part thereof, except in accordance with the provisions of the Lease pertaining to Alterations. Landlord reserves the right to direct electricians as to where and how telephone and telegraph wires are to be introduced to the Premises. Tenant Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 Exhibit “F”

B0785-0001\3141148v2.doc
shall not cut or bore holes for wires, except in accordance with the provisions of the Lease pertaining to Alterations. Tenant shall not affix any floor covering to the floor of the Premises in any manner except as approved by Landlord to the extent required by the provisions of the Lease pertaining to Alterations. Tenant shall repair any damage resulting from noncompliance with this rule.

17. Canvassing, soliciting and distribution of handbills or any other written material, and peddling in the Project are prohibited, and Tenant shall cooperate to prevent such activities.

18. Landlord reserves the right to exclude or expel from the Project any person who, in Landlord’s judgment, is intoxicated or under the influence of liquor or drugs or who is in violation of any of the Rules and Regulations of the Project.

19. Tenant shall store all its trash and garbage within the facilities provided by Landlord in the location depicted on Exhibit A. If the trash rooms depicted on Exhibit A are not adequate for Tenant’s trash needs, Landlord shall work with Tenant in good faith to identify and provide additional space for trash disposal. Tenant shall not place in any trash box or receptacle any material which cannot be disposed of in the ordinary and customary manner of trash and garbage disposal. All garbage and refuse disposal shall be made in accordance with reasonable directions issued from time to time by Landlord.

20. Tenant shall comply with all reasonable safety, fire protection and evacuation procedures and regulations established by Landlord or army governmental agency.

21. Tenant’s requirements will be attended to only upon appropriate application to the Project management office by an authorized individual. Employees of Landlord shall not perform any work or do anything outside of their regular duties unless under special instructions from Landlord, and no employee of Landlord will admit any person (Tenant or otherwise) to any office without specific instructions from Landlord.

22. There shall be no smoking within the Project or immediately adjacent to Project entrances (except in areas, if any, designated therefor by Landlord).

23. Landlord may, in a non-discriminatory manner, waive any one or more of these Rules and Regulations for the benefit of Tenant or any other tenant, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant.

24. These Rules and Regulations are in addition to, and shall not be construed to in any way modify or amend, in whole or in part, the terms, covenants, agreements and conditions of the Lease.

25. Upon written notice to Tenant, Landlord reserves the right to rescind any of these Rules and Regulations and to make future Rules and Regulations as, in its judgment, may from time to time be needed for safety, comfort and security, for care and cleanliness of the Project and for the preservation of good order therein which Rules and Regulations shall not be unreasonably or discriminatorily modified or enforced in a manner which shall materially interfere with the conduct of Tenant’s Permitted Use from the Premises or Tenant’s use of or access to the Premises or the Parking Structure. Tenant agrees to abide by all such Rules and Regulations Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 Exhibit “F”

B0785-0001\3141148v2.doc
herein above stated and any additional rules and regulations which are adopted and of which Tenant has received written notice.

26. Tenant shall be responsible for the observance of all of the foregoing rules by Tenant’s employees, and agents, and its customers, invitees and guests while in the Premises.

Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 B0785-0001\3141148v2.doc
EXHIBIT “F”

NOTICE OF LEASE TERM DATES
To: _______
_______
_______
Re: Retail Lease dated March 4, 2026 between the Parking Authority of the City of Beverly Hills (“Landlord”), and HARD SCALE EATS, LLC, a Delaware limited liability company (“Tenant”) for Premises located at 443-445 N. Cañon Drive, Beverly Hills, California.

Ladies and Gentlemen:

In accordance with the above-referenced Retail Lease (the “Lease”), we wish to advise you and/or confirm as follows:

1. Landlord delivered possession of the premises on _______.

2. The Term Commencement Date is _______. (Section 1.7)

3. The Rent Commencement Date is _______. (Section 1.7)

4. The Early Termination Option must be exercised in writing no later than ______ which is 24 months following the Rent Commencement Date. (Section 3.1)

5. The Initial Term shall end on _______. (Section 1.6)

6. Tenant must exercise its first option to extend the lease no later than, _______which is nine (9) months prior to the expiration of the Initial Term. (Section 3.2)

7. Tenant must exercise its second option to extend the lease no later than, _______which is nine (9) months prior to the expiration of the first extension term. (Section 3.2)

8. Your rent checks should be made payable to City of Beverly Hills at 455 North Rexford Drive, Attn: Cashier, Beverly Hills, California 90210. Tenant is also highly encouraged to use Landlord’s online payment portal, CommercialCafé, at https://tenantportal.beverlyhills.org/.

Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 B0785-0001\3141148v2.doc

Landlord:

THE PARKING AUTHORITY OF THE

CITY OF BEVERLY HILLS,
By:__________________________
Print Name:_______________________
Title: __________________________

Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 B0785-0001\3141148v2.doc
EXHIBIT “G”

PRE-EXISTING TENANTS
• Southwest Wine & Spirits, LLC (Wally’s)
• Johnson & Johnson, LLP
• Way to Blue America, Inc. (Miroma)
• EIJ Inc. (Beverly Hills Watch)
• Patrick Lennartz and Associates Physical Therapy Inc. (Lennartz & Scherr Physical Therapy)
• Forward Beverly Hills, Inc. (Keller Williams)
• Euromarket Designs, Inc. (Crate & Barrel)
Docusign Envelope ID: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 Certificate Of Completion
Envelope Id: 336433D6-016B-49E7-A2F2-569FDF7DEBF3 Status: Sent Subject: Complete with Docusign: Hard Scale Eats LLC - Retail Lease.pdf Source Envelope:

Document Pages: 72 Signatures: 3 Envelope Originator:

Certificate Pages: 3 Initials: 0 Jonathan Gernes
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.166
Record Tracking
Status: Original
2/24/2026 4:17:50 PM
Holder: Jonathan Gernes
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Andrew Bragin for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 208.87.235.180
Sent: 2/24/2026 4:56:56 PM
Viewed: 2/24/2026 5:18:02 PM
Signed: 2/24/2026 5:53:23 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Jerry Greenberg
[email protected]
Managing member
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 2a04:4e41:2801:fb26::1447:3b26
Signed using mobile
Sent: 2/24/2026 4:56:53 PM
Viewed: 2/24/2026 5:31:33 PM
Signed: 2/24/2026 5:31:48 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 2/24/2026 4:56:55 PM
Viewed: 2/24/2026 5:41:23 PM
Signed: 2/24/2026 5:41:31 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Logan Phillippo
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 2/24/2026 5:53:32 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Sharona R. Nazarian, PsyD
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cameron Broumand
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 2/24/2026 4:56:54 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Carter Magnin
[email protected]
Director
Security Level: Email, Account Authentication
(None)
Sent: 2/24/2026 4:56:52 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Logan Phillippo
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 2/24/2026 4:56:54 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Michael Udell
[email protected]
Managing Partner
Security Level: Email, Account Authentication
(None)
Sent: 2/24/2026 4:56:55 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Paul Asher
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 2/24/2026 4:56:53 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Carbon Copy Events Status Timestamp
Denise Garcia
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Keith Sterling
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Megan Grilley
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 2/24/2026 4:56:56 PM
Payment Events Status Timestamps