exhibit e - iapps.courts.state.ny.us

EXHIBIT E

EXHIBIT E

FILED: QUEENS COUNTY CLERK 09/24/2018 04:38 PM INDEX NO. 709221/2014

NYSCEF DOC. NO. 259 RECEIVED NYSCEF: 09/24/2018

SUBLEASE AGREEMENT

THIS SUBLEASE AGREEMENT (the "Agreement"), dated the 7 day of June,20) I by and between 3909 MAIN STREET, LLC. a New York limited liability company,having an office at 57-08 39th Avenue. Woodside, New York )1377 .(hereinafter called"Landlord") and CARAT & CO., INC., a New York corporation, having an office at 39-09Main Street, Flushing, New York I 1354 (hereinafter called "Tenant") fhr the Building andPremises (as defined below) under a Master Lease (as defined below).

Article I

Reference Data Definitions and Incorporation

1.) Reference Data.

A. BUlLDING: Entite building located at:39-09 Main Street (Block 4980 , Lot 4) and39-1I Main Street (Block 4980, Loi 3)Flushing. New York I I354

B. PREMISES: Unit A (See Section 2.i.1) excluding allentrance ways where the Landlord shaji havecontrol in accordance with the terms of thisLease and as required under the Master Lease(e.g. Adicle (4) (e)).

C. COMMENCEMENT DATE: See Section 2.2.

D. LEASE TERM & Ten (10) Lease Years beginning on August I,OPTIONAL TERM(S): 20) I or the Commencement Date, with two

options of(i) five (5) years, and (ii) four (4). years and nine (9) months subject to the termsar.d conditions of this Lease.

E. EXPIRATION DATE: Jyly 31, 202) unless othenvise extended inaccordance with the terms of this Lease.

F. FIXED RENT: See Schedule A attached hereto and made a parthereof.

G. BASE RENT CONCESSION·Up to the maximum of Sik (6)

Mon1hs'Base

Rent Concession being applied over a twelve-.

g eunimers D00176EXIf!BIT



month period towards 50% of the Monthly. Base Rent during the first year lease term as

more specifically provided in Section 4.3.

H. SECURITY: Four (4)Months'

Base Rent at the then prevailingrate without interest.

1. TENANT'S PRO RATA SHARE: 100%

J. LANDLORD S WORK: None. .

K. TENANT'S WORK: Build out in accordance with approved plans with

construction hard costs in a sum not less than$750,000.00 to be completed within 270 days

from the Commencement Date. Tenant shall

work directly with authorities and be responsible

to adhereto eyard all required codes and submit

the full lists ofcopies of such construction costs to

landlard.

L. GUARANTOR: Allen, Mon

Neme.Mbes

M. MASTER LEASE: Master Lease shal) mean a Lease Agreernent

dated April 25, 2003 between A lkus l.

Riesenburger, as Master Landlord, and Pi

Associates, L.L.C. as Master Tenant, as may be

amended from time to rime, wherein including,

among other things, Master Tenant has

Property to its affiliate, 3909 Main Street, LLC,

which has right to further subicase the Propertywherein the Premises formed as part. Tenant

hereby acknowledges the receipt of a full sel

copies of the Master Lease and agrees to be bound

and comply with the relevant terms of the Master

Lease in connectica with this Lease.

N. UPSET DATE: December 1. 2011

1.2 Deâühisas: Any temi defmed in this Lease shall have the meaning ascribed to it

.herein, regardless of whether the usage of such term shall appear in the text hereof before or aner

the definition of the same.

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1.3 Incorooration. The exhibits attached to this 1.ease archereby incorporated herein intheir entirety:

Sobedule A - Rent Schedule

Exhibit A - Unit A Descrignion and current Certificate of Occupancylithibig B - Comrnencement Date Letter

Exhibit C - Guaranty

.

Article 11 .

Premises and Term

2.1 Premises.

2,1.1 Demise Premises. Subject and suboi-dinated to the terms and conditions

under the Master Lease, Landlord hereby demises and leases to·Tenant, and Tenant hereby hires

and takes from Landlord, subject to, arid with the benefit of. the terms, covenants. conditions andpmvisions of this Lease, the Unit A - the prentises shown cross-hatched on Ex|sibit A and the

improvements now orhêteafter contained withh1said premises tsaid premises and improvements

being herein collectively calledthe"Pterisises"

or son me "Demised Premises"), together with

the benefnófanyand alloppunccences, rights and/orprivileges neworher.eafter belonging theteto.

the Premises are located in the building identified in Section 1.1 (A) above (the"

Building"). on

thespace identified in Section 1.4B)above. Theland on which the Buildingis located (the"Lan#')and the Building are sometimes collectively called the

"Property."

2.2 J..e . The initial term of this Lease (the "Term") shall:

(a) commence on the day (the"CommencementDare")that shall be the

later to occur of:

(i) the date identified as the Commencernent Date in Section

i.1(c) above; and

(ii) the date on which Landlord lakes the possession from the

Master Landlord (e.g. August 1, 201 1) and delivers vacant possession of the

Premises to Tenant ("Delivery Date").

(b) when the CommencementDate'

has been determined. such date shall be

confirmed in a snipp!ementary agreement executed, acknowhglged and exchanged by Landlord and

Tenant within ten (10) days after the written request ofeitherparty (See Exhibit B). As used herein,the term"Lease

Fears"shall refer to consecutive twelve-month periods occurñng during the Term

commencing on lhe Commencement Date. provided, |towever, that, if the Commencement Date

shall be other than the first day of a calendar month, the first Lease Year shall co=mence on the

Commencement Date and shall expire on the last day of the month in which the first (Ist)

anniversary of the Comrnencernent Date shall occur.

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Commencement Date and shall expire on the lasi day of the month in which the Grst ()st)

anniversary of the Commencement Date shall occur.

2.3 Upset Bate. If the Delivery Date does not occur prior to the date identified as the

Upset Datein Section 1.L,N above. Tenam shall have shesight to cancel this Lease by delivelingnotice to that effect to Landlord on or before the day that is four(4)month.s themafter (but in noevent on or atter the Delivery Date). in such event, the parties shall.haveno furtherobligations or

liabilities against or to the other, except as expressly stated in this Lease to survive the termination

hereof.

2.4 Lease 0ation. Provided Tenant is not in default under this Lease, Landlord

hereby grants to Tenant the right, privilege, and option to renew this Lease for t wo options of (i)five-year term and (ii) four (4) years and nine (9) months (each an ''Optional Term") to be

exercised by written notice to the Landlord not more than nine (9) months and not less than six (6)months prior to the then expiration date, upon the same tenns and conditions as herein contained

except that:

(a) The Asinual Base Rent shall be increased by three percent (3%) each year

during both Optional Terrns.

(b) The Landlord shall not be obligated to perform any work, supply anymatetials or incur any expense (includingthe granting of any allowance to the Tenant with

respect thereto) in connection with the renewal; and

(c) The Tenant shall not be entitled to a credit against Annual Base Rent, or

other rent concession or to an abatement of Annual Base Rent in connection with the

renewal.

Article Ill

Signage

3.1 Sienate. Tenant may install and maintain, at its own cost and expense, and for its

own usage(not for leasing or licensing to any third party other than Tenani s vendors in corinection

with promoting Tenant's busmess), includirg payments or permits and any charges imposed by the

govemment. the sign in compliance with any and all applicable laws, rules, and regulations, subject

to the prior written approval from the Landlord, which approval shall not be unreasonably withheld.

3.2 Tenant's Obligations. Any signs installed or erected by or for Tenant shall remain

Tenant s property and shall be removed by Tenant at the expiration or earlier termination of this

Lease, and Tenant shall rgpair any de.mage caused by such removal. Tenant shall procure and pay

For any govemmental permit required for the installation of any sign in or on the Premises or the

Building. Landlord shall cooperate with Tenam's efforts to obtain any permit and/or variance

required or desirable in connection with the installation of any sign.

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Article IV

Rent

4.1 Pavment of Fixed Rent. Tenant shall pay to Landlord, at the original address of

Landlord above set forth, or such other place as Landlord may from time to time direct by notice in

writing to Tenant, fixed rent for the Premises in the annual amounts set forth in ScIEedule A("fired Rent"). Fixed Rent shall be paid in equal monthly insts'.1-=u in advance on the first dayof each calendar month during the Term beginning on the Rent Commencement Date, without

notice or demand and without setoff. suspension, deferment, deduction. abatement, or diminution

of any kind.

4.2 Payment of Additional Rent. In addition to Fixed Rent, Tenant shall pay, as and

when the same become due and owing from and after the Rent Commencement Date, as additional

rent, all other monies provided for in this Lease (the "Additional Rent"). Unless othenvise stated

here'm, all items of Additional Rent shal) be due and payable by Tenant within ten (10) days after

a written demand therefor froni Landlord. In the event that Tenant shall default in the payment of

anyitem of Additional Rent, Landlord shall have the satne remedies asfor a default in the payment

ofFixed Rent.

4.3 Rent Concession. Provided that Tenant is not in default of this Lease, Landlord

hereby grants Tenant the Base Rent Concession (as identified in Section 1.1 G) as follows:

(a) The Base Rem Cor2cession of six-.month Monthly Base Rent shall be

applied toward fifty percent (50%) of the Monthly Base Rent spreadingover a twelve-month period during the first year lease term.

Notwithstandingthe foregoing, Tenant shall pay the remaining fiftypercent

(5Q%) of the Monthly Base Rent during the Base Rent Concession period.

(b) There will be no abatement or concession on the Additional Reni at any time

during the term and the Optional Terms of this Lease.

If the day after the expiration of such Base Rent Concession period on which Tenant shall

condñüc topayrent, shall beother than the firstday of a calendar moidh, the Fixed Rent payable

with respect to such calendar month in which thç rent payment occurs, shall be duly prorated

based upon the actual number of days in such month.

4.4 Late fayment. if Tenant shall fail to pay any Fixed Rent or Additional Rent

payment within ten (10) days after the same is due and payable, such unpaid amount shall bear a

late charge of five percent (5%) oftheamount due. In the event ofdefault. there shall be adefault

interest from the due date thereof'to the date of payment at the rate of five percent (5%) per annum

- over the "baserate"

announced by Citibank, N.A. (or its successor) as of the date of default, or the

maximum legal rate. whichever is the lower (the"Default lnterest Rate"). in such event, Tenant

shall also pay an administrative fee to Landlord. in consideranon of the additional cost and expense

in accepting and processing such late.payment, equal to Two Hundred Fifty (5250.00) Dollars.

4.5 No Abatement of Rent. It is hereby expressly understood and agreed by and

between the parties hereto, that the Tenant herein shall not be entitled to any abatement of rent or

rental value or diminuties of rent in any dispossess proceeding for the non-payment of rent by

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reason of any breach by the 1-andlord of any covenant contained in this Lease on its part to beperfonned. and in any dispossess proceedings for non-payment of rent, or in any action for rentunder this Lease, the Tenant shall not have the right to setoff by way of damages, recoupment or

counterclaim, for any damages which the Tenant may have sustained by reason of the Landlord'sfailureto perfonn any of the terms, covenants or conditions contained in this Lease on its pan to beperformed. but the said Tenant shall be relegated go an independent action for damages, and suchindependent action shali not at any time be joined or consolidhied with any action to dispossess fornon-payment of rent.

4.6 Guaranty This I.sase.shall b.e guaranteed by Allen Mon as evidenced in theform of the Guaranty as Exhibit C.

Article V

Taxes

5.1 Real Esrate Taxes.

5.t.1 Certain pp finitions. For all purposes of1his Lease:

(a) the term Jeal EstateTaxes"

shall mean all real estate taxes

(including, without limitation, so called BlD taxes), assessments and special

assessments imposed upon theProperty;

(b) the term "Tax Yea shallmean thefiscal year with respect to which

Real Estate Taxes are levieo by the taxing authority;

(c) the tenn -J a.ms's Pro RatoShare"

shall mean one hundred (100%)percent.

lf, at any time during the Term. the methods of taxation prevailing as of the date of'this Lease shall

be altered so that, in lieu of, or as a substitute for, the whole or any part of the taxes, assessments.

levies, impositions,or charges now levied, assessed,or imposed on real estate and the improvements

thereon, there shall be levied, assessed. or imposed:

(i) a sax. assessmem, levy. imposition, or charge wholly or partiaUy as

a capital levy or otherwise on the rents received therefrom;

(ii) a tax, assessment, levy, imposition, or charge measured by, or based

in whole or in part upon, the Prcrnises and imposed upon Landlord: or

(iii) a license fee measured by the rent payable by Tenant to landlord.

then all sachtaxes, assessments. levies, impositions, or charges. o - the part thereof as so measured

or based,shall be deemed to be included with theterm ofRea) Estate Taxes for theputposes hereof.

However, except to the extent provided in the immediately preceding sentence, Real Estate Taxes

shall not include any franchisce income. Wrporate, profit, ·estate, inheiitance. succession, gift,

gransfer, inortgage. recording, or other such taxes, or any other capital levies, that are. or may be,

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imposed upon Landlord. the Propert y. or any revetme derived therefrom. Additionally, in no event

shall Real Estate Taxes include water or sewer rent, dr any amounts auributable to any increase in

Ihe assessment of the Property by reason of improvements made by anyone other than Tenani. In

the event that any Real Estate Taxes shall be payable, or shall be subject to conversion so that the

same may be payable, in annual or other periodic installinents. the Additional Rent payable byTenant to Landlord bereunder on account ofsuch Real Estate Taxes shall be computed on such a

basis as if such Real Estate Taxes were payable, or converted so that the same a payable, in

installments over the longest period available. Any of such installments that shall fall due after the

expiration of the Term shall not be included within the term Real Estate Taxes for purposes hereof.

In the event that the arnount of Real Estate Taxes actually payable by Landlord for any Tax Year

(inclu.ding, without limitation, de.Base Tax Year) shall be transitional in nature, or otherwise less

than the full arnount of the Real Estate Taxes assesséd against the Propeny, the amount of the Real

Estate Taxes for purposes of this Lease shall be deemed to be the full amount of the Real Estate

Taxes assessed against the Propeny.

5.1,2 Tenant's Rayment Oblication. Tenant shall pay to Landlord as and when

heretnafter set forth,asAdditional Rena for each Tax Year occun·ing during the Tenn, an amount

(herein called"

Tenant'r Tax Payntent") equal to Tenänt's Pro Rata Share of the amount (if any)

by dich the Real Estate Taxes for each Tax Year. From time to timeduring the Term; Landlord

shall give written notice to Tenant, advising Tenant of the amount of th.e Real Estate Taxes

becomihg due to the taxing authority for the then current Tax Year, each ofWhich notices shall be

accompanied by a copy of the tax bill in qu3tion ïmd.a calculatior 3f the amount of Tenant's Tax

Payrnest (if any) becoming due to Landled with respect to such Tax Year. Tenant shall pay such

amount to Landlord on or before the hter t^ occur of:

. (a) ten (10) days after receipl of such notice: and

(b) fifteen (15) days p ar to the last d ay upon which such Real Estate

Taxes (or, if applicable, each installment payable on account thereof) may be paid

so the taxing authority without imerest or penalty.

Tenant will be required to pay any penalty, interest, or cost occurring by reason of its failure to payReal Estate Taxes on or before the due date-therefor. If the Term shall begin or end during a Tax

Year, Tenant s Tax Payment shall be duly prorated based upon the actual number of days in such

Tax Year.

5.1.3 Real Estate Tar Protests. Landlord shall have the absolute right to seek

reductions in the assessed valuatión of tite Property or any portion thereof (including, without

limitation. any improvement) orlo contest any Real Estate Taxes that have been paid. or are to be

paid, in connection therewith, However, Tenant may, at any time, seek such a reduction or bringsuch a contest if Landlord shall fail to do so within thirty (30) days after Tenant shaltso request in

writing. Landlord shall cooperate with Tenant in all reasonable respects in connection with any

action orproceedingendmaced by Tenant pursuant to this Section 5.I.3. provided, however, that

Landlord shall not beobligated to incur any out of pocket cost or expense (as opposed to Landlord's

genera) office overheady in connection therewith. Without limiting the generality of the foregoing .

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m any respect, if applicable law requires that such action or proceeding be brought by, or in the

name of, LandlArd, Landloni shall join therein or permit such action or proceeding to be brought in

its name,provided,however, that Landlord shall not be obligated to incur any out of pocket cost orexpense (as opposed to Landlord's general office overhead) in connection therewith. If Tenant

succeeds in obtaining a reduction in the assessed valuation of the Property or any portion thereof,

or otherwise in reducing the amountof RealEstate Taxes paid or tobepaid in connection therewith.

Landlord shall pay to Teinant, within thirty (30) days after Tcharit's written demand therefor. an

amount equal to the difference between:

(a) the reasonable costs and expenses (including, without limitation,reasonable attorneys fees)paid or incurred by Tenant in connection with obtainingsuch reduction; less

(b) Tenanis Pro Rata Share of the aforesaid costs and expenses.

5.I.4 Real Estate Tax Refimds. lfLandlord shaU receive a refund with respect to

any Real Estate Taxes as to which Tenant shall have paid a Tenant's Tax Payment (including,without thnitadonanyrefund ofReal Estate Taxes obtained byreasort of.areduction isttheassessed

valuation of the Propittypr a reduction in thetax ratein effect during any Tax Year), Landlord shall

creilit or refund to Tenant, within thiny (30) days thereafter. an amount equal to the lesser of:

(a) Tenant s Prn Rata Share of the amount of such refund, after first

deducting from such refund the reasonable costs and expenses paid or incurred byLandlord in obtaining the same; and

(b) the amount of the Tenant's Tax Payment paid to Landlord in

connection with such Real Estate Taxes.

5.2 Personal Property Taxes Tenant agrees to pay all taxes levied upon the personal

property, including trade fixtures and inventory, kept on the Premises.

5,3 Tax Benefits. Tenant may apply for all tax credits, tax benefits, tax incentives and

them like (including. without limitation,so-called ICAP benefits) that may be or become available

with respect to the Property or any portion (beteof at any time during the Term ("Tax Benefiri').

Any Tax Benefits so awarded with respect to the Term shall be paid to, and retained by, Tenant.

Conversely, any Tax Benefits so awarded with respect to a period after the Expiration Date shall be

paid lo, and retained by, Landlord. Any Tax Benefit obtained for the tax year in which the

Commencement Date or Expiration Date shall occur shall be apportioned between Landlord and

Tenant, after Tenant shall. fust deduct therefrom the reasonable costs and expenses (including,without limitation, reasonable

attorneys'fees) paid or incurred by Tenant in connection with

obtaining such Tax Bene6t. Landlord shall cooperate with. Tenant in all reasonable respects in

connection with any application made by Tenant pursuant to this Section 5.3. If applicable law

requires that such application is to be made by. or in the name of, Landlord, Landlord shall join

therein or permit such application to be made in its name. providéd. however. that Landlord shall

not be obligated-to incur anyout ofpocket cost or expense (as opposed to Landlord s general office

overhead) in connection therewith. Tenant shall also be required to keep and maintain such Tax .

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Benefits as required by the laws during the term of the Lease.

Article VI

Utilities and Services

6.3 DirectSeiviceto Tenant. Tò the fullest extentthat thesame shall be feasible. Tenanishall make its own arrangements with the utility companies servicing the Building (or. if Tenantshall so clect, from an altemative provider selected by Tenant) for the supply of gas, electricity,sprinkler senrice, telephone service and other utilities used or consumed at the Premises during the

Term, and shall pay all charges for such services directly to the;entities charged with the collection

thereof.Notwithstanding the foregoing, however.Landlord shall havethe right to cause the bills and

invoices for water and sewer rent to be delivered directly by the City of New York to Landlord for

payment, in which event Tenant shall reimburse Landlord for Tenant's Pro Rata share of the

arnounts so paid, from time to time, within ten (10) days after Landlord deliveis to Tenant a

statement therefor, together with a copy ofthe applicable water and sewer bills.

6.2 No Abatement an friterruption, interniption or curtailment of such services shall

not constitute a constmetive or partial evietion nor entitle the Ten.ant to any compensition or

abatement ofrent. The Tenant covenants.and agrees that at all fimes its use ofelectric current shall

never exceed flie capacity of the existing fpeders to the Bxtilding or of the risers or wiringinsttillation. The Tenant shall makeño alteratioñ or addition to the electrical equipment without the

pt;ior wrkten consent of the Landlord.

Article Vll

Tenan t's Additional Covenants

7.] 1/,g. Subject to and in accordance with the rules, regulations, laws. ordinances,

statutory limitations and requirements of all governmental authorities, the Fire Insurance RatingOrganization and Board of Fire Undenwriters and anysimilarpanies havingjurisdiction thereof, the

Tenant covenants and agrees that it shall use the Demised Premises primarily over iifty percent

(50%) of the reniable space as a retail store of the First Class Diamonds, Jewelry, Precious

Stones, Luxurious Items and Watches Store only and the related usage to the ex tent permitted

by the applicable laws (the "Permitted Use").

The Tenang warrants and represents to the Landlord, inteding that the Landlord rely thereon, that

the Demised Premises will not be.used for any pomographic purpose. The foregoing warranty and

representation shall be deemed a sybstantial obligation of the Tenant's tenancy and, in the event of

a breach thereof, the Landloñ1 shall have the dght to terminate this Lease and to remove the Tenant

from the Demised Premises.

7.2 Compliance with Law. Tenant shall:

(a) make all repairs. alterations, additions. or replacements to the

Premises required by any present or future requirement of law as a result of the

nature or manner of Tenant's use thereof:

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(b) keep the Premises equipped with all safety appliances required byany present at future requirement of Iaw or any present or future insurancerequirement because of such nature or manner ofuse; and

(c) comply with the orders and regulations of all govemmental

authorities, insurance carriers and insurance underwriters, m each case (o the extent

commercially reasonable and to the extent made applicable to the Premises byreason ofTenant's manner of use thereof.

Tenant shall have the right so contest by appropriate judicial or administrative proceeding, withoutcost or expense to Landlord, the validity or application of any requirement of law or insurancerequirement that Tenant in good faith considers to be unduly burdensome or inappropriate, andLandlord shall cooperates/ith Tenant in all reasonablerespects in connection with any such contest.Tenant shalf not be in default for failure to comply with such requirement of law or insui·ancerequirement until the expiration of the legally permitted time fellowing the final disposition ofTenant's contest. Landlord shall comply with all requirements of law and insurance requirementsthat shall be or become appitcable to the Building (includitig, without limitation the Premises),except those for which Tenant shall have the compliartee obligation pursuant to this Section 7.2.

f- 7.3 Tenant's Insurance and lndemnity.

.3.1 Insurance. Tenant shalf maintain. with reputable enmpanies licensed or

qualified to do busitiess in the State in which the Premises are !eceted and in good standing therein:

(a) property insurance on all Tenant'strade fixtua es, furniture, inventoryand other personal property in the Premises. and on any Alterations made by Tenant

in of to the PremiseS, inSuring against loSs or damageby fire and all other hazards

covered by theusual extended coverage andall risk codorsements.in an amount not

less than one hundred (100%) percent of the actual full replacement cost of the

Building with deductible no more than S10,000.00;

(b) commercial general liability insurance covering the Premises, with

limits of not less than S2,000,000,00 per occurrence and not less than

S10,000,000.00 in the aggregate, naming Landlord and/or its lender (as Landlord

shall designate from time to time in written rtotices to Tenant) as additional

insureds; and

.(e) worker s compensation insurance, with statutory limits, covering all

of Tenant's employees working in the Premises.

Tenant shall deposit with Landlord certificates for such insurance and all renewals thereof, bearing

the endorsements that:

(1) the policies will not be canceled due to non-payment of premiurns

until after ten (10) days wntten notice to Landlord; and

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(ii) no cancellation (other than with respect to non-payment), non-

renewal, or reduction in the coverages affonted ondersaid poligi.cs will be effectiveuntil at least ten U10) days a fter written notice thereof is given to Landlord.

Tenant's obligations hereunder may be satis fied through a bhankBr insurance policy covering otherinterests of Tenant. as well as in tile forta of primary and umbrella or excess liabihly coverages, insuch segments as Tenant shall detei-mine from time to time. Any or all of Ate,insurance coverages

to be maintained by Tenant pursuant to this Lease may provide for such reasonable and customarydeductibles as Tenant shall determine.

7.3.2 Admrity. Tenant shall defend, save harmless and indemnify Landlord from

and against all claims of injiny to persons and/or damage to property either sustained while on the

Premises (unless arising from the negligence or misconduct of Landlord, its agents, employees. or

contractors) or occasioned by the negligence or misconduct of Tenant or its agents, employees, or

contractors.

7.3.3 WaterDamarc: The Tenant agrees thattheMndlord shall not be liable

or responsiblefor any Stinyage enused to the Tenant's property by mason of water leakage into the

Demised Premises for any reason whatsoever, it being understood as the Tenant shall protect itself

from any löss by reason óf such damage by providing its own casualty insurance.

7.4 Landlord'sRiehtto Ente. Tenant shall permit Landlord and its agents to examine

the Premises, as well as to show the Premises to prospective purchasers and lenders, at reasonable

times upon reasonable prior notice te Tenani (during nonnal business houn), pmyided that such

enhy shall not unreasonably interfere with Tenant's operation and conduct of its business in the

Premises or compromise securit y.

7.5 Personal Property or Tenants RiFk. All of the furnishings, fixtures. equipment,effects and propeity of every kind. nature cad description of Tenant, and. of all persons clairningunder Tenant. that may be on the Premises shall be at the sole risk and hazard of Tenant or its

insurance carrier. If the whole or any part thereofshall be destroyed or damaged by fire, water, or

otherwise. or by the leakage or bursting of water pipes, steam pipes, or other pipes, by theft,or from

any other cause, no part of said foss or damage shall'be charged to, or be bome by, Landlord, except

due to the gross negligence of Landlord.

7.6 Yield (/p. At the expiration of the Term or earlier termination of this Lease, Tenant

shall remove al) trade fixtures, unless Landlord agrees to accept same at surrender (including,without limitation, all safes and vaults. whether or not attached to the realty) and personal paperty,

repair any damage caused by such removal, remove all Tenant's signs wherever located, surrender

all keys to the Premises and yield up the Premises, broon) clean and in the same good order and

repair in which Tenant is obligated to keep and maintain the Premises by the provisions of this

Lease, reasonab!e wear and tear and damage by fire. other casualty, or taking excepted.

7.7 Maintenance and Repair.

7.7.1 Tenant s Obliyariong forRepair. During the Term. Tenant shall.perfonn all

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nece ary repairs and maintenance including ·all structthal and non-structural mainrepance and

repairs inandtothebuildmg(induding, ^ hhout limitation.all necessarystmetural maintenance and

re;iairs in and ihe Premises).

7.7.2 [çnqnt's Oblivarians for Maintenance. During the Term, Tenant shall keepand maintain the Premises in good condition and repair, as well as in a clean, tenantable and safe

condition. Tenant s maintenance and repair obligationhereunder shall include, without lirnitation.

all Jepairs to, as well as any required maintenance 0.f, tlyc gtorefrónt,.entrances, ph glass and. 19the isteiñ located within the Prefnises{ind pervicingthe same etclusively, utilities.electrical,water

and sewer systerns and feelities.

7.7.3 Fermin. The Tenant. at its own cost and expense, shall keep the

Demised Prernises free imm vermin, rodents or anything of like objehable nature and shall

employ only licensed exterminating contracto1s. In the event of the Tenant's failure to keep the

Demised Premises free from vermin, the Landlord shall have thesight after notice to the Tenant, at

the Tenant's expense, to hire its.own contractprs. Without limiting the foregoing, the Tenant shall

have the Demised Premises extenninated at least once a month or as required by governmental

agency at its own cost and expense.

7.7.4 Sidewalks. The Tenant is aware that.theLandlord is renting the Demised

Premises to the Teriant conditioned on the Tact that the Tenartt will continuously keep the sidewalk

in front of the Demised Premises clean and free from garbage and debris. The Tenant agrees to

repair the sidewalk and arrant;e to steep the sidewalk each morning and throughout the day, if

necessary. The Tenant further agreec, at its sole cost and expense, to be responsible for the

clearance and removal of snçw whics may accupmlate on the sidewalk in front of or immediate

adjacent to the Demised Premises and a ? tickets. violations and mes levied by the govemmental

agencies relating to the sidewalk . ad he Demised Premises, of which the Tenant shall take

immediate action to pay and cure same.

7.8 Aligrations. Stbiact to the terms of this Lease and the Master 1.ease, including.

but not limited to. Major Lan.itord 's prior written consent or approval for any changes or

development rights ofthe Building . w? erein the Premises is a part, and provided that Tenant isnot in default in any respect under Sis Lease, Tenant may be pennisted to develop the Premises

at its sole costs and expenses with U.e full proof of demonstratiozi of its own sufficient funds

apGent and/or construction loan fictr a lending instruction to develop the Premises.

7.8.1 Definitians. Forpurposes ofthis Lease, the following definitions shall apply:

(a)"Alteration"

shall mean any alteration. addition. or improvement

performed by Tenant in or about the Premises.

(b) "MaterialAlteration"

shall mean any Alteration :bat will:

(1) change -my panion of the structural clements of the

Building, or build out an addition to the building, or modify the

frontage, or have a material adverse impact upon the structural

12

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elements of the Building; and

(11) require Landlord or Tenant to obtain all permits,approvals and ceitificates required by any governecMe! or quasi-

goteinmemal bodies and. upon completion. a "sign off or

certificates of occupaacy or final approval thereof.

(c) "MinorAlteration"

shall mean any Alteration that is not a Material

Af teration or in a sum less than 5100,000.00 in aggregate per annum.

7.8.2 ttiterations Generall3 Tenant shall have the right to perform any MinorAlterations in and about the Penises without any need to obtain Landlord's consem thereto or

approval thereof However, Tenant shaU give Landlord wñtten notice concerning the same, which

actice shall be accompanied by the plans and specifications for such Minor Alteration if available

or, if no plans and specifications therefor have.been prepared, shall contain a narrative description

of such Minor Alteration in reasonable ddail. In additibn, Tenant shall have the right to perform

Material Alterations in and about the Premises in the first class workmanship upon obtaining thewritten consent from Master Landlord and Landlord. 4 is expressly agreed and understood rhat

Tenant must perform *Tenant's

H·drk"as defined in Section 1, J K.

7.8.3 Holice. Prior to, or reasonably promptly a fter, commencing any Alteration,Tenant shall notify Landlòrd thereof. To the extent that Tenarit has its licensed architect prepare

plans and speciñcatinus with respect to such. Alteration, such notice shall be accompanied by a

copy of such plansand specifications. In the case of any Material Alteration, Landlord shall,withm thirty (30) days after its ,receipt Of-SICh notioC3 give to Tenant either:

(a) Landlord s written consent with respect tosach Material Alteration:

or

(b) Landlord s written denial ofits consent with respect f o such Material

Alteration, which writing shall set forth detailed reasons for such denial.

The foregoing thirty (30) day period shall be reduced to twenty (20) days in connection wnhTenant's initial Afterations in and ro the Premises in order prepare the same for Tenants use and

occupancy, and to ten (10) business days in connection with Tenam s resubmission of plans andspecifications as to which Landiprd.shall have denied its consent. Tenant shall reimburse Landlordfor its reasonable out-of-pocket professional costs and expense incurred in connection with

Landlord's review of the faregeing plans and specifications. other tha:1in connection with Tenant sinitial Alterations in and to the Premises in order prepare the same for Tenant s use and occupancy.

7.8.4 Perfonnunce. Tenant may retain construction managers, contractors and/or

subcontractors of Tenant's ownwhoosing in connection with any and all Alterations. All Alterations

shall be performed in a good and workmanlike manner, and in accordance with all legal and

insurance requirements. Landlord shall. upon Tenant s request. furnish or execute promptly anydocuments.information. consents, or other materials that are necessary or desirable in connection

with Tenanis efforts to obtain any ficense or pemet in connection with any Alteration.

.

a D001



7,8.5 Remora/. Ahcrations made by Tenant in.16, or upon the Premises, as well as

any fixtures installed on the Premises by Tenant. may be removed from the Prentises at any time

during the Term. Any damage caused by such removal shall be repaired by Tenant. Tenant mayelect not to remove any or all ofits Aherations. in whirjh case the same shall become the propertyof Landlord upon Tenarn's surrender of the Premises. However, notwithstanding the foregoing. at

the çxpiration o.r earlier·tennination of the Tenn, Tenant shall remove its business equipment and

other personal property, as well as any safes or vaults, from the Premises.

7.8.6 Viglationsendfiens. Tenant shall, at its expense and with reasonable

diligence and dispatch, procure the cancellation or discharge of all notices of violation arising from,or in connection with, any Alterations, or apy other work, labor, services, ormaterials done for. or

supplied to, Tenant or any person claiming by. through, or under Tenarit, that shall be issued by anypublic authority hating or assertingjurisdiction over the Premises. Tenant shall have no authorityto create any liens for labor or materials on, or against, the Premises. Tenant may contest the

validity of any lien filed against the Premises for any work, labor, services, or materials claimed to

have been performed for, or furnished to, Tenant or any person or entityholding the Premises or any

portion thereofby, through, or under Tenant, but Tenant shall cause any such lien to be discharged

orremoved by deposit orotherwise within thirty (30) days aftt:r Tenant receives written notice from

Landlord of the filing of the same.

ifthe Tenant shall fail to take such action as shall cause such lich to be discharged within thirty (30)

days after the filing of such notice; the Landlord may pay the amount ofsuch lien or discharge it bydeposit or by bondists, proceedirig, and in ibe event of such deposit or handing proceedings, the

Landlord may reqtiire the lienor to prosecure an appropriate action to caforce thelienor's claim. In

such case the Landlord may pay any judiEment recovered on such claim. Any amount paid or

expense incurred by the Landlord, as in the clause provided, and any ex pense incurred or sum of

money paid by the Landlord by reasonof the failure of the Tenant in defending any such action,

shall be deemed to be Additions) Rent for the Demised Premises. and shall be due and payable by

the Tenant to the Landlord on the first dayof the next following month or at the option of the

Landlord, on the first day of any succeeding month. The receipt by the Landlord of imy installment

ofthe regular stipulated rent hereunder or any of such Additional Rent shall not be a waiver of any

other Additional Rent then due.

Article VH)

Landlord's Ad ditional Coven ants an d Warranties

8.1 [jjr|£.

8.1.1 Stateo(Leasehohl. Landlord warrants and represents that:

(a) Landlord is, and on the Commencement Date will be, the lawful

Master Tenatit of the Property and has the right and authority to enter in to this

Agreement with the Tenant herein.

DO 9



-.

(b) the Premi·ses (including. without limitation. thelmprovements) will

be vacant on the Commencement Date and free of any and all tenancies,subtenancies and/or other rights to occupytite same, other than the tights ofTenant

under this Leas,e.

8.1.2 ComralorEmrance AreasbyLandlord. The Common Area shall be themain entrance and other outside entrances to the Premises ("Entrange Area*). The Entrance Area

shall at all fimes subject tò the exclusive control and management e.f Landlord and Landlord shallhave the right from time to time to establish, modify. and etiforce rules and regulations with respectto the Entrance Area. I.andlord shall have the right to access the Pmmises in and on the Emrance

Area; to police same: from thine.tstime: to close all or any poition of the Entrance Area to suchextent as may, in. the.opinion of Landlord. be legallysufficient to prevent a dedication thereof

of or the accrual of any rights to any person or the public therein: to close temporarily all or anyponion of the Entrance Ama. Nothing herein contained shall be construed to lirnit the right of

Landlord t.o operate and maintain the Entrance Area in stich mariner, cancieent with this Isase,as Landlord sitall detennine from time to time in the exercise ofits sole discretion. All keys tothe Entrance Area will be kept in a safe deposit box with a designated bank approved by the

Laridlord under the name of Landlord, and will be tised from time to time by Landlord to exercise

its rights provided herein. or in the Event of Default.

8.13 license to Etirrance Areas: Tenant acknowledges that Landlord has

provided keys to the Premises and that Tenant is owere that Landlord cannot warrant that there are

rio additional duplicates ofsaidkeys and that Tenant has been advised to haveall locks re-keyed forits protection ofits own entrance at all time, but Tenant shall not be permitted to change any locksin the entrance unless with the permissian of Landlord.

814 Fanw·eErwumbrances. Subject to the further provisions ofthis Section 8. I.4,this 1.ease and the leasehold estate of Tenant created hereby shall be pzior in )ien. right, title andinterest withrespect to any lien, encumbrance, or other interest (except statutory liens. to the ex tentrequired by law) created or imposed, or caused or allowed go be created or imposed, by Landlord

from and after the date hereof upoo or against any portion of the Property that shall include thePremises. Tenant shall, upon Landlord's written reques14 enter into a Subordination and Non-

Disturbance Agreement ("SNDA") h such form as is reasonably acceptable to Tenant. withLandlord and the MajorTitle Document Holderofany bona-fde Major Title Document entered intofrom and aRer the date 'hereof, pursuant to which SNDA, athong other things, Tenant shallsubordinate the priority ofthis Lease and the leasehold estate of Tenang created hereby to the lien.

right, title and interest of such.lviajor Title Docüñíeat Holder under such Major Title Document.

Article IX

Casustry or Taking

9.1 Eminent Domain

9.1.1 Egfig. If, at any time prior to or during the Term, either party shall receive

notice of the actual or cont.emplated taking of any portion of the Building by condemnation

D001



proceedings or by the exercis.e of any right of emment domain, or the actual or contemplated sale

of any portion of the Building in lieu ther-of (each, a"Taking') .

9.1.2 Dis position o f .-twmd and Dama ger. Tenant shall have the right to make a

separate claim against the condemning authority for Tenant's loss of its business goodwill. for

Tenant s moving and/or telocatior, expenses and forany othermeasure of damages that, ifawarded.

would not reduce the amount of the award for the value of the portion of the Premises so taken.

9.1.3 Tengnt·s Right to Terminate. In the event of the Taking of the entire

Premises, this Lease shall terminate as of the date of such Taking. If there occurs a Taking of a

portion of the Premises, such that the remainder of the Premises shall not in Tenant's reasonable

opinion, be adequate and suitable fo> the conduct of Tenant's business, then Tenant may, at its

option, erminate this 1.zase. If there occurs a Taking of twenty five percent (25%) or rnore of the

rentable area of the Building, then Landlord may, at its option, terminate this Lease. Ifaccess to the

Premises is impaired due to a Taking, such that Tenant cannot practicably and economically utihze

the Premises for its intended purpose, or if the visibility of the Premises is impaired, then Tenani

may, at its option. terminate this Lease.

9.1.4 Restoration; Rent Reduction. 1f then: occurs a Taking of a portion of the

Premises and this Lease is not ternyinated pursuant to Section 9.1.3 above, this Lease shall remain

in fall force and effect, except that an equitable adjustment shall be made to the Fix.ed Ront and to

Tenant s Fro Rata Share. Landlord shall proceed with d9e diligence to perform any work necessaryto restore theremaining portions of the Premises to the condition that they were in immediately prior

to the Taking, or as near thereto as possible.

9.2 Dispare negolution. Any dispute under this Section 9 shall be submitted to the

American Arbitration A.ssociation, whose decision shalf be binding on the parties hereto,

Article X

Environmental

10.1 Tenant's Covenant. Any nandling, transportation, storage, treatment, or usage of

Hazardous Materials by Tenant, or its agents, employees, or contractors, at the Premises from and

after the date hereof shall be m compliance with all applicable federal, state and local laws.

regulations and ordinances.

10.2 Tenant's Indenrnity. Tenant shall indemnify Landlord and its officers. employees

and agents hannless from any and all cla:ms.judgments, damages, fines, penalties, costs, liabilities

(including, without limitation, sums paid in settlement of claims) or loss (including, without

limitation, reasonable attomey's fees. consultants fees and expert fees) that arise during or a fier the

Term in connection with the presence ofHazardous Materials in the soil, gmundwater, or soil vapor

on or under the Premises, to the extent such presence is caused by the acts or omissions of.Tenant

or its agents, employees. or contractors. Without lirniting the generality of the foregoing in anyrespect. the indemnification set forth above. shal) survive the expiration of this Lease; and

specifically covers all costs and expenses incurred in connection with any investillation of site

conditions and/or any cleanup, rernediation. removal, or restoration work required by any federal,

D001



stage. or local governmental agency or political subdivision because of the presenceuf HazardousMaterials in the soil. grouridwater. or soil vapor on or under the Premises. to the extent suchpresence is caused by the acts or omissions of Tenant orits agents.employees. or contractors duringthe germ of Tenant's occupancy.

10.3 Remediation. If, during the Tem1, any governmental authority requires theremediation of Hazardous Materials from the Premises, and such remediation materially affectsTenant's business operations or poses a safety threat to Tenan's employees or customers. then.provided that the presence of such Hazardous Materials on the Premises has not been caused by theacts of Tenant. its officers, craployees and agents, Tenant shall be entitled to an equitable abatementof rent from the date such interference or safety hazard occurs to the date such interference and

safety hazard are no longer present.

Article XI

Defaults

11.1 Events o(Default. lf:

(a) Tenant shall default in the performance of any of its obligations to

pay Fixed Rent hereunder, and such default shall continue for ten (10) days after

the due date thereof;

(b) Tenant shall default in the perfonnance of any of its obligations to

pay Additional Rent hereunder, asid such default shall continue for ten (10) days

afterlandlord shall give Tenant written noticespecifyingsuch default in reasone!e

detail;

(c) Tenant shall default in the perfonnance of any of its obligations

underthis Lease other thán theobligation to pay Fixed.Rent or Additional Rent, and

such default shall continue for twenty (20) days after Landlord shall give Tenant

written notice specifying such default in reasonable detail. provided, however.

that, if such default is of a nausre that it cannot reasonably be cured within such

curing period, an event of default shall not be considered to have occurred so longas Tenant shall commence such cure within the aforesaid curing period and

thereafter pursue the same diligently 10 completion:

(d) Tenant shall make any assignment for the benefit of creditors:

(e) Tenant's leasehold interest shall be taken on execution, attached, or

levied upon:

(f) Tenant shall file a petition for adjudication as a banknipt, or for

reorganization oran arrangement under any provision ofthe Bankruptcy Act as then

in fome and effect; or

17

D00192



(g) an involuntary petition under any of .the provisions of said

Bankruptcy Act is Gled against Tenant. arid such involuntary petition is notdismissed within thirty (30) days thereatier,

then, and in any of such cases, Landlord lawfully may exercise such rights as may be available toLandlord as arcsuit thereofat law orin equity (including, without limitation,reentryinto possessionof the Premiscs and teimination of this Lease).

I1.2 Remedies. If this Lease is terminated as a result of any of the circumstancesdescribed in Section I I.1, and Tenant fails to cure the default within the applicable curative period,Tenant shall pay punc'=!!y to Landlord all of the sums, and perfonn all the obligations, that Tenantcovenants in this Lease to pay, including reasonable attomey's fees, and to perform in the same

mantler, to the same extent and arthe same time as if this Lease had not been terminated, so longas such obhgations shall have not been rendered unnecessary or impossible of performance by thesubsequent re-letting or other occupancy permitted by Landicrd. In calculating the amounts to bepaid by Tenant under the foregoing covenant, Tenant shall be credited with.the net proceeds of anyrent or the value of other consideratigns obtained by Landlord by re-letting the Premises. after

deducting an of Landlord's reasónable expenses in connection with such re-kiting, including,withou1limitation, allrepossession costs, brokerage commissions, reasonable fees for legál servicesand expenses of preparing the Premises for such re-letting (which expenses shall be sultablyapportioned, ifsuch re-letting is for a period extendingbeyond the last day ofthe Term, as the sameexisted prior to such default, so as to charge Tenant only with the portion ofsuch expenses as shallbe allocated to the remaining balance of the Term),.it being agreed by Tenant that Landlord may:

(a) re-let the Premises or any part or parts thereof for a term or terms

which may, at Landlord's option, be equal to, less than, or exceed the period which

would otherwise hav e constituted the balance of the Term; and

(b) rnake such alterations, repairs and decorations in the Premises as

Landlord. in its reasonable judgment, considers advisable or necessary to re-let the

SaU1e.

Nothmg contained in this Lease shall. bowever, limit or prejudice the right of Landlord to prove for

and obtain in proceedings for bankmptcyo-

insolvency byreason of the termination of this Lease,an amount equal to the maximian alloived by any statute or rule of law in effect at the time when,and governing the proceedings in which, the damages are to be proved. whether or not the amount

be greater, equal to, or less than the amounts of the loss or damages referred to above.

1I.3 Remedigs Cumulative. All rights and remedies that Landlord or Tenant may bave

under this Lease, and at law and equity, shall be cumulative, and shall not be deemed inconsistent

with each other, and any two or more of all such rights and remedies may be exercised at the same

time insofar as pennitted by law. However, notwithstanding anything bereinbefore provided or

contained elsewhere in this Lease, in no event shall Landlord or Tenant have the right to receive

consequential, speculative, punitive, or other similar measures of damages against the other, nor

shall Landlord be entitled to any remedy that involves or entails acceleration of any Fixed Rent or

D00193



Additional Rent payable by Tenant in the future pursuant to this Lease. and each pan y herebyirrevoc;ably waives, for itself and its successors and assigns, its right to seek or receive any suchmeasure of damages or remedy.

11.4 Landlord's mid Tenant's Riylet to Cure Dg faults.

11.4.1 Lundlord's Right. Should Tenant fail or refuse to perfonn any of itsobligations under this Lease, and shall not cure sneh default within the applicable grace period after

Lasdlcid gives to Tenant the applicablenotice ofdefault (provided, however, that, in an cmergency,Landlord shall be reÿüired to give Tena,,t only such notice as shall be practicable under the

circumstances), Landlord shall have the nght, but not the obligation, to perform such obligations,or any of them, on Tenant-s behalf In such event, Tenant shall reimburse Landlord, as Additional

Rent, for the reasonable cost and expense incurred by Landlord in sò doing, together with interest

thereon at the Default Interest Rate from the date of expenditure thereof to the date of repayment,within thirty (30) days after Landlord's demand for such reimbursement. which demand shall be

accompanied by a reasonable detailed description of all such claimed costs and expenses.

11.5 Hwdover. If Tenant continues in use and occupancy of the Premises after the

expirationofthuTerm, thc monthlyrent during the period ofbaldovershall beina sum equal to one

hundred fifty (150%) percent ofthe amount oftbemonthlyinstallrnent ofFixed Rent during the last

month of the Term. Said holdover tent shall be in addition to all Additional Rents for which Tenant

shall be responsible during the holdover period.

11.6Attorners' fees. Should Landlord institute any action or proceeding at law or in

equity to enforce or interpret any provision hereof for damages or other relief by reason of an

alleged breach of atty provisio# hereofby Tenant, then ladlord thall be entitled to receive from

Tenant the Fixed Rent, the Additional Rent, the reasonableattorneys'

fees and allowable court

costs, and such amount as the courtmay adjudge to be reasonable as at torneys fees for the seivices

rendered Landlord in such action or proceeding, and such amoun t maybe made a part of the

judgment against Tenant.

I I.7 Waiver of Counterclaim. The Tenant hereby agrees not to interpose anycounterclaim or setoff of whatever nature or description. in any act½n or summary proceeding bythe Landlord against the Tenant fo; non-p lyment of rent, damages or deficiency, whether such

action or summary proceeding be brwght u der this Lease or any renewal, extension, holdover or

rnodification thereof. Nothing herein corsired, however. shall be constmed as a waiver of the

Tenant's right to commence a separate action on a bona-fide claim against the Landlord.

Article X11

Miscellarigous Provisions. .

12.1 Assignment, Subletting, Etc.

12.1.1 Landlord's Consent Required. Landlord's prior written consent shall be

required for any assignment of this Lease or any subletting of all or any portion of the Premises,

which consent shall not be unicascriably withheld provided that Tenant shall comply with aù of

. . 19

D00194



applicable provisions of Section 12.I.3 below. If Landlord fails to respond to Tenant's request for

consem to any assignment of this Lease or to any subletting pursuant to this Section 12.I.1 within

twenty (20) days after Landlord's receipt thereof, Landlord shall be deçmed to have denied suchassignment or subletting. in addition. except as set forth in Section 12.I.2 below, no subtenant shall

assign its sublease nor further subicase the Premises, or any portion thereof, and no assignee shall

funher assign its interest in this Lease or sublease the Premises, or any ponion thereof, without

Landlord's prior written consent in each of such cases, as set forth in this Section 12.I.1. Further,Tenant shall not mortgage, pledge, or otherwise encumber its leasehold interest hereunder, and anyattempt to mortgage, pledge, or othenvise encumbeir such estate shall be null and void, and of no

force and effect. Notwithstanding anything to the contrary contained herein, Tenant shall be

permitted to sublet the Demised Premises to a related entity, which Allen Mon, the guarantor,

controls over thirty (30%) percent of interest or shareholding of such entity.

12.1.2 Conditions toAssignmentorSubletring hvTenant. The following conditions

shall be complied with in.colinecti6n with any assignment of this Lease or any subtetting of all or

any portion of the Premises for Landlord's consem:

(a) At the tirne ofsuch assignment and/or subletting, this Lease shall be

in full force and effect, arid Tenant shall not be in default under this Lease beyond

the apjilicable grace period after Laridlord shall have given the applicable notice of

default to Tenent.

(b) Such assigmnem and/or subletting shall be subject to all of the

provisions, tenns, coveoapts and conditions of this Lease, and the Tenant-assignor

and such assignee(s) shall continue to be and remain liable hereunder, it being

expressly understood and agreed that no assignment or subletting of the Premises

shall. in any way, relieve Tenant or any subsequent assignee(s) from the

perfonnance of any of the agreements, tenns, covenants and conditions of this

Lease.

(c) An assignment shall transfer to theassignee all of Tenant s rights in,

and interests under. this Leaw from and after the effective date of such assignment.

(d) Any assignee shall assume, by written instrumens, the due

perfonnance of all of Tenant s ob'igations under this Lease fronj and after the

effective date of sus:h assignnient. A copy of the assignment and assumption

agreement, fully executed and acknowledged by the assignee. shall be delivered to

Landlord not later than ten (10) days after the effective date of such assignment.

(e) A copy ofany sublease, fully executed and acknowledged by Tenant

and the sublessee, shall be delivered to Landlord not later than ten (10) days after

the effective date of such subletting.

(f) Each sublease shall contain provisions to the effect that:

(i) such sublease is only for the actual use and occupancy

20

D00195

h



by the sublessee; and

(ii) such sublease is subject and subordinate to all of the

tenns, covenants and conditions of this Lease, to all of the MajorTitle Documents (including, without limitation, all mangages) towhich this Lease is subject and subordinate pursuant to Section 83above and to all of the respective rights of Landlord and the MajorTitle Document Holders (including, without limitation. mortgagees)thereunder.

(g) The proposed assignee shall provide three (3) years tax returnsand proofof itsfnptisl standifig to be"able to as Jhe te;ìtsiid carry itsbusiness. Upön approval, the)preposca assigriee shall provide all its principalspersons),guáranty10 the Landlord and pay tú*o more months of base rent as theadditiorial security to the Lease.

Tenant's faihire to comply with al) of the provisions and conditions of this Section I 2. 1.3 shall

(whether or not Landlord's consent is required under Section 12.1.)), at Landlord s option, render

any punprted assignment or sublerting null and void, and of no force and effect.

12.L3 Subordinatign

(a) This Lease and all rights of the Tenant hereunder are and shall be

subject and subordinate in all respects to (i) Master Lease, mortgages and buildingloan agreements, including without limitation fee and leasehold mongages and

spreader and consohdation agreements, which may now othereafter affect the Real

Property or any ponion thereof and/or the Master Lease and any modifications,

advances or amendments thereto (collectively, including the applicable items set

forth in subdivisidn (v) below and in the second sentence of this subparaigraph (a),the "Superior Mortgagee"), each advance made or to be made under any Superior

Mortgage;(ii)subject to any counterclaim, defense oroffset, not.expresslyprovided

for in this Lease and asserted with reasonable promptness, which theretofore shall

have acemed to the Tenant against the Landlord; (iii) obligated to perform any

work; (iv) bound by any previous modification or an)endment of this Lease or by

any previous prepayment of more than one month's rent, unless such modification

or prepayment shall have been approved in writing by the Superior Mortgagee; (v)obligated to repair the Demised Premises or the Building, or any pan hereof. in the

event of any damage beyond such repair as can reasonably be accomplished from

the net proceeds ofinsurance actually made available to the Successor Landlord; or

(vi) obligated to repair the Demised Premises or the Building, or any part thereof,

in the event of paniel condemnation beyond such repair as can reasonably be

accomplished from the net pmceeds of any award actually made available to

Successor Landlord on account of partial condemnation of the Demised Premises

or the Building. Nothing contained in this subparagraph shall be constmed to

impair any right othenvise exercisable by any such owner, holder or lessee.

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(b) If any act or omission by the Landlord would give the Tenant the

right. immediately or áfter lapse of time. to .cancel or terminate this Lease or toclaim a pardal or total eviction, the Tepant will not exercise any such right.until (i)it has given written notice of such act or omission to each Superior Mortgagec,whose nathe and address shall have previously been furnished to the Tenant, bydelivering notice of such act or omission addressed to each such party at its last

addressso furnished and (ii) a reasonableperiod for remedying suchact bromissionshall have clapsed following such giving of notice and following the time when

such SuperiorMortgageeshall havebccome entitled undersuch Superior Mortgageas the case may he, to remedy the same (which shall in no event be less than theperiod to which the Landlord would be entitled under this Lease to effect such

remedy), provided such Superior Mortgagee shall. with reasonable diligence, give

the Tenant notice of intention to, and commence and continue to, remedy such actor omissiott or to cause the same to be remedied.

12.2 Waiver ofSubroear/on. Tenant hereby waives all claims forrecoveryfrom theother.as well as from any person or entity claiming under or through the pany making such waiver(whether by subrogatiòn or otherwise), for any loss of, or damage to, the Building (iheluding,without limitati.on, any improvements) and/or the contents of·any of the.foregoing, but only to the

exicat titat such loss or damage either

(a) is recoverable under insurance policies earried by thewaiving party;or

(b) would havebeeti recoverable underinsurancepolicies carried by the

waiving party had such party maintained in force the insurance policies and limits

required to bemaintained under this Leas.e(tyiJh respect.to Tenimt) orthe i.nsurance

policies and limits then carned by prudent oyvners of buildings similar to the

Building in the general area in which the Building is located.

Inasmuch as this mutual waiver will preclude the assignment ofany such claim, by subrogation or

otherwise, to an insurance pompany.or any other person or entity, each party shall, if such party s

insurance policies do not themselves permit such waiver of subrogation, cause such insurancepolicies to be endorsed to permit the same. In the event, hpwever, that such endorsement shall

requirethe payment ofan additional premium or fee, theparty obligated to obtain such endorsement

on its policies shal) give written notice of the fact and amount af such fee to the other partyhereunder. Such other pany may. if it so elects, reimburse the pany obligated to obtain such

endorsement fortheamount ofsuch additional premium or fee within thirty (30)days afterreceivingsuch notice, failing which the party obtaining such insurance shall be relieved a f its obligations

under the Section 12.4 as to the policy in question.

I2.3 Noticq, Any notice or demand thát, under theterms ofthis Lease or otherwise, must

or may be given or made by the parties herete, shall be in writing. and shall be given or made by

sending the same, charges prepaid, by Federal Express qr another nationally recognized ovemight

courier, addressed:

22

0001'97



to the Landlord: 3909 Main Street, LLC

57-08 39th Averine,

Woodside, New York I1377

Attention: James Pi.Manager

with copy to : Wu & Kao. PLLC

747 Third A venue, 22nd Floor

New York. New York 10017

Attention: Allen Wu. Esq.

to the Tenant: Carat & Co., Inc.

39-09 Main Street

Flushing, New York I1354

Attention: Allen Mon. President

with courtesy copybut not legal

obligation to: Wilson Shum. Esq.

37-01 Main Street. Suite306

Flushing, New York 11354

Either party may designate in writists such new or other address to which such notice or demand

shall thereafter be so given, made, or mailed. Any notice sent heitunder as aforesaid shall be

considered to be given upon the receipt or refusal of delivery by therecipient thereof. as recorded

in the business records of such ovemight courier.

(2A Oviet Eniosment. Upon Tenant's pay ing the Fixed Rent. an performing and

observingtheagreements, conditions and otherprovisions on its part to be perfomicd and observed,Tenant shall and may peaccably and quietly have, hold, and enjoy the Preinises during the Tenn,without any manner of hiadiaüce. disturbance, or molestation from Landlord or anyone claimingunder1..andlord, subject to the covenants and conditions of this Lease.

12.5 No Recordin g. Security A greement or Memoroudum.

(a) The Tenant covenants and agrees that no security agreement or

memorandum vf lease, whether by way of conditional bill of sale. chattel mortgage

or instrument of similar impon, shall be placed upon any improvement made by the

Tenant which is affixed to the Demised Premises.

(b) In the event that any of the machiltery, fixtures, fumiture and

equipment installed by the Tenam in the Demised fremises are purchased or acquired

by the Tenant subject to a chattel mortgage, cònditional sale agreement or other title

retention or security agreement, the Tenant undertakes and agrees (i) that no such

chattel mortgage, conditional sale agreement or other title relention or seculity

D001Ó8



agreemem or Uniform Commercial Code f«ling statement shall be penmited to befded as a lien against the Demised Premises and (ii) to cause to be inserted in any ofthe above described title retention, chattel mortgage or security agreement the

following provision:

"Notwithstanding anything to the contrary herein. this chanel

mortgage, conditional sale agreement, title retentiori agreement or.securityagreenient shall not create or be filed as a lien against the real property inwhich the goods,machinery.equipment, appliances orother personal propertycovered hereby are to be located or

installed.''

(c) If any such lien, UCC filing statements or memorandum of lease isfiled against the Demised Premises, the Tenant will, upon at least thirty (30)

days'

prior written notice thereof from the Landlord,. cause such lion or notice to be

removed or discharged at the Terants cost and expense, and the Tenant's failure to

do so shall constitute a breach o f a material provision of this Lease. in no evem shall

this Lease be recorded by either party hereto.

12,6 Force Md jeure. In any case where cither party hereto is required to do any act other

than payment ofmoney, any delays caused by, 0.r resulting from, acts of God, war, civil commotion,gerrorism. Casualtytlabor dithulties, shortages of labor, materials. or equipment, governmental

preemption or regulation; or other causes bey ond such party's reasonable conirof shall not be

counted m determining the time within which such act must be completed. whether or not such time

is designated by a fixed date. a fixed time or "a reasonable time."

12.7 Broker. Each pany represents to the other that such party has dealt with no broker

other than None (theBroker") in connection with this Lease. Each

party shall indemnify and hold the other hannless from and against all loss. cost, liability and

expense (including, without htnitation. reasonable attorneys fees and.disbursemetus) arising om of

any claim for a commission or other compensation by any broker other than the Brojter who alleges

that it has dealt withthe indemnifying pany in connection ivith this Lease. Landlord shall enterinto

a separate agreement with the Broker pos iding that, if this Lease is executed and delivered by both

Landlord and Tenant, Landlord shall pay to thcBroker a commissionin the amount set forth therein,

subject to. and in accordance with. the Icuns and conditions of such agreement. The provisions of

this Section shall survive the expiration or earlier termination or cancellation of this Lease.

12.8 Esto p pet Certificate. Tenant shall, within ten (10) business days after receiving a

written request from Landlord. make a statement in writing certifying:

(a) that (if such is the case) the Term has commenced. setting forth the

date of such commencement and trmination;

(b) that this Lease is unmodified and in full force and effect (or, if there

have been modifications. that the Lease is in full force and effect, as modiGed. and .

stating the moditication(s)):

D00193



(c) the dates to which the Fixed Rent. Additional Rent and ell other

amounts to be paid by Tenant hereundel- have been paid in advance. if at all; and

(d) whether,to its knowledge (without independent investigation), there

are any uncured defauhs by the other party, and, if defaults are claimed, stating the

facts giving rise thereto.

Any such statement given by Tenant may be relied upon by the other party, by a prospective

purchaser or assignee (as the case may be) of the other party's interest in the Premises, by anyexisting or prospective mortgagee, assignee, or subtenant, b/ any person merging with or

consolidating into the other party, or by any person acquiring any or all of the assets of the other

party, through the date of the estoppel cenificate. If Tenant requests the issuance of such a

certificate Tenant shall reimburselen dlord for the reasonable out of pocket costs and expenses

incorred by Landlord in connection therewith, which reimbursement shall be due within fifteen (15)

days after Landlord shall give Tenant written notice setting fórth the amount to be so reimbursed.

together with a reasonably detailed breakdown thereof.

119 No AccordandSatisfaction. No acceptance by Landled oflesser sum than the rent

or any other charges then due shall be deemed to be other than on account ofthe earliest installment

of such rent or charge due, nor shall any endorsement or statement on any check or any letter

accompanying any check or payrnem as rent or other charge be deemed an accord and satisfaction.

Landlord may accept such check or payment without prejudiec to Landlord's right to recover and

balance ofsuch instalhnents or pursue any other remedy in this Lease provided. and shall have the

right to apply such payments toward any defaulted amount then outstanding.

12.10 No H·'aiver. The waiver by either party of any breach by the other party of any tenn,covenant .or condition contained in this Lease shall not be deemed to be a waiver of such term,covenant or condition.ofany subsequent breach thereof, orofany other term, covenant or condition

of this Lease. A partfs exercise ofuny right or remedy shall not prevent that party from exercising

any other right or remedy. The subsequent acceptance of rent hereunder by Landlord shall not be

deemed to be a waiver of any preceding breach by Tenant ofany term, covenant or condition of this

Lease or of any nght of Landlord to a forfeiture of the Lease by reason of such breach, regardless

of Landlord s knowledge of such preceding breach at the time ofacceptance ofsuch rent. No term,cov enant or condition of this Lease shall be dccwd to have been waived. by a party unless suchwaiver is in writing and signed by the waiving party.

12 A l Landlord's LiabÚity (Leasehold only). Landlord may, at any time, assign or

iransfer its interest as Landlord in and to this Lease. and sell or treasfer its interest in the Premises

or any pan thervof. In the event of any such conveyance and transfer, all of Landlord s obligations

hereunder thereafter accruing shall thereafter be binding only upon each such transferee. In the

event ofsuch transfer, Tenant shall attom to the purchaser or successorto Landlord's interest in the

Lease, and recognize auch purchaser or successor as Landloni under this Leese, and such other party

shall recognize Tenant as tenant under this Lease, and shall be demed to havenssumed, and become

bound by, all of Landlord's obligations hereunder. Further. notwithstanding anything contained in

this Lease, at law, or in equity to the contrary, it is ex pressly understood, acknowledged and agreed

000



by Tenant that Tenant is accepting this J..case and the estate created hereby upon and subject to the

understandmg that it shall not enforce, or seek to enforce.any claim, judgment, or other matter, for

money orotherwise. personallyagainst any officer, director, stockholder, partner, orotherprincipal(disclosed or undisclosed} of Landlord, bùt shall fook solely to the leasehold of landlord in thePremises (as well as any proceeds thereof), and not to any other assets of Landlord, for thesatisfaction of any and all remedies or claims of Tenant in the event of any breach by Landlord of

any of the terms, covenants, or agreements to be perfonned by Landlord under thls Lease orothenvise.

12.12 No PartneVFhip or Joint Venture. it is the int=.t!^n of the pasties hereto to create

only the relationship of landlord and tenant between them in this Leese, and no provision hereof,or act of cíIber party hercunder, shall ever be construed as creating the relationship between the

parties of principal and agent. partners, or joint venturers.

12.13 Entire Agreement. This Lease constitutes the entire agreement of Landlord and

Tenant, and supersedes all oral and written agreements and understandings made and entered into

by the parties hereto prior to the datehereof.

12.14 Modification ofI ease. None of the terms of the Lease shall be waived or modified

to any extent, except by a written instrument signed and delivered by both parties.

12.15 Applicable Lans and Construction. This Leaseshall be governed by, and construed

in accordance with, the laws of the State of New-York, and if any provisions ofthis Lease shall, to

any extent. be invalid, the reresiñdarof this Leaseshall not be affiected thereby. Any word contained

in the text of this Lease shall be read as .the singular or plural. or in the masculine, feminine, or

neuter gender, as may be applicable in the particular context. The titles of the several Articles and

Sections contained herein are for cornenience only and shall noi be considered in construing this

Lease. Unless repugnant to the context. the words"Landlord'

and"Tenant"

appearing in this Lease

shall be construed to mean those names above and their respectiveheirs, administrators, successors

and assigns, and those claiming through or under them respectively.

12.16 Covenanty Severablg. Whenever possible, each provision of this Lease shall be

interpreted in such a manner as tobe effective andvalid under applicable state law. If any provision

of this Lease be prohibited or invalidated under applicable law, such provision(s) shall only be

ineffective to the extent of such prohibition of invalidity, without invalidating the remainingprovisions of this Lease.

12.17 Parties Bound. Except as expressly otherwise provided, all of the terms. covenants

and conditions hereofshall be binding upon. and inure to the benefit of, the parties hereto and their

respective heirs. perso.nal representatives, executors, successors in interest and assigns.

D00201



IN WITNESS WHEREOF.1he partieshare hereonto set their1ands and seals this dayand year first above written.

LANDLORD:

3909MAIN STREET, LLC

TENANT:

CARAT & CO.. INC.

By: .

ALLEN MON, President

²' D00202 /



SCHEDULE A

FlXED MQN THLY AND ANNIJ AL RE,NT

(a) The Annual Base Rent to be paid by the Tenant to the Landlord of the DemisedPremises under the terms of the Lease is as follows:

MONTHLY ANNUALINITIAL PER]Çp BASE RENT BASE RENT

8/I /11 - 7/31/12 S 72,500.00 $ 870,000.00

8 1/12 - 7/31713 5 74,675.00 S 896,100.00

8 1/l3 - 7/31;14 S 76,915.25 S 922,983.00

S 1/14 - 7/31/15 S 79,222.71 S 950,672.52

8 1/15 - 7/31/l6 5 8L599 39 S 979.192.68

81/16 - 7/3)/17 S 14,047.37 S I,008,568.44

8/1/17 - 7/3 t/18 S 86,568.79 S 1,038,825.48

8/)/18 - 7/31/19 S 89,165.86 S 1,069,990.328/I/19- 7/31/20 S 91,840.83 S 1,102,089.96

8/1'20 - 7/31 21 5 94.596.06 a I,)35,152.72

MONTHLY ANNUALOPTIONAL TERM ] BASE.RENT BASE RENT

8/1/21 - 7/31/22 S 97,433.93 S l.)69,207.16

8!l/22 -7/31/23 S 100,356.95 $ 1,204,283.40

8/1/23 - 7/31/24 S 103,367.66 S 1,240,411.92

8!l/24 - 7/31/25 S 106,468.69 S 1,277,624.28

8/1/25 - 7/31/26 S IO9,662.75 S I,315,953.00

MONTHLY ANNUAL .

OPTIONAL TERM II BASE RENT SASE RENT

8/li26 - 7/31/27 S 112,952.63 S I.355,431.50

8/1/27 - 7/31/28 S I16,341.20 S 1,396,094.40

8 1/28 - 7/31/29 S 119,831.43 S 1,437,977.10

8/1/29 - 7/31/30 5 123,426.37 S I.48 1,116.40

8 1/30 - 4/30:3 t * S 127,129.I 6 $ 1,144,162.40

* Note: The last lease term is only nine months.

(b) The Tenam shall pay to tlo Landlord, withoa1 previous demand therefor. without

any set off or deduction whatsoever, 0 Annual Base Rent at the rate set forth above. in equal

monthly installutents in advance. on N first (Ist) day of each and even calendarmonth throughou

the term of the Lease.



EXHIBIT A

DESCRIPTION

OFLEASED PItEMISES

The premises or propeny described herein are identiñed as the building known as 39-09Main Street, Flushing, New York. being approxirnately 23 feet 6 inches in width and

100 feet in length, consifiting of a two-story building and a basement thereunder glgngwith the building known as 39-1 I Main Street, Flushing, New York, beingapproximately 23 feet 6 inches in width and 102 feet in length consisting of a two-story

building with a partial third Soor, together with a basement thereunder, both in the

Borough of Queens, City of New York.

D00204



4%se$P2e•geter.

DEPARTMENT OF BihDINUSBORDUCH OF , Tift CITV OF NEW YORK

. ... , issuehcue V24/0.

C E R T ( PICA TE 0F 0.CCQ P.At§CYC.- . i' b - a . 4 r . .Stilf484 f8r85848t£84 3le IWS ad $tspdrrat tssi ·4çyin)p gluf lasard permisit at Sagian 645 ri IIuse Yart mm. ma4 'cas.gns se cmMo asvin Asiussovin cas. tw. a 2.ufCrdeI

tw -rnse ae=c. o, km.1bé(mgetor tur:Intrz( tligr1veGdligst pHnubcu

steals T.mene NW!:•r e- e see •f cries t:M anct%smitat the edes Board t€ 3tm4deuA .ty:3.2...g.aine : a raw usaamitiad st ses ..- (T.**th F SMtmIEyt ast. ri4va st Sedfen *‡td ]uin fenphni mu as v•*tsard by s at Pin O•vailselePGP$211

Ak. N a Gami wiles als.Jfres‰ ..

..., o, - V1VGi- . t-atmu so 885* van bone . .E area . Hsts z a aine as latan:m at penam mow- r, t....4 e.wan. th, amna,des- a-recr(w..i-sina4.ee a a r.heetst r: of the Be••4•f M4mdaruhend Appeds: tt 44--2 ww v.9PE2EMI St$f.2 (Iss AKt CICCU18AltCT .

'a 75 ? 5 10 d 1.- sewe

3

*

TNWit.Lst 8tt41.N80Wupstgst' ALTEasp Iff ANTscAj0EE 00 MSA



;a

180cltA50F4 ITit Tifft 4ttif1CATE 4ff. . fi f TIN $130f21A

n$msan spprovalfa the ane &asbee ad b ed kan• er %••egh . m stangtfourrastursrstIn the strainar41parts at Ge bufftEng.se aEmmhr

fin' nef wetumsshed er paisr In the asle radaht and m eman:suean . as en any sik edy boundg

Astrw dits 6eenmur:ess.ihdi inn4•tisve-r as * anemar marp, go..m- a ms..ime ssarmers,w r...a

n• im, - -v o-m mo•.-a m-ve -em..m.- -

. , 3te ur hit45 pedulaby the mee edmumshtincAfrai a annum 3ly . AP4ndhaiumgrves uMt; tha.ema4erpl W "

ase mi wies sar Asindune ha suggge.ng --ét tñdi the me to ehlit ageamy w giis &rs'ematisedt,efubt.

b I= eungesas sp I a r4ma4 .

T&ilinr0denip fouEA 3 igup the emetrcr spiutmgemay prvarea pisemishee comissi 6a kgildig, er t th $fnfa hth lent guurlet armers, apermeishbepota fear se _ Isr whicit.sht hAlby b degged er fors>ded; sir Frutbt %kER Î ... . . d I as Suit Abt.funcaIbis4 til Grsrforms .ele- ear ggime idth py hield ,eaur Adridsgan-g Gree

sadsr 4tnImetispei Imehuumstwg$fbe whh ser kssfidas of M¹•e a ,rfe er Swisi erpahms mWfrnøeesqi (gg wids

a schHe ldghesf ur qifur ymbilt platt, SEs9eesGWdumer $c/t 4f dht hall hr shiba

as fee, s•8 . astr ammpumuree •mhjerr4•+alsletoadand lifeslWfernesust surtitutes isJuemeng Ra is M are b4dles sphe

risdidles of Ibs H fu is ales apjueref ed ederent tr As•ge,•ng tr sumetW 4[µ (lagset:IAta•-:at flhi dInts

belgae6otrU -

ff this isrtldcats It for sW4Âfut|fjg erectmipr$ir 3. higsrh d4, 59Ni,4Lhasheceduad It Ir.r b•smfoaid In fis a hath setupini er so hesemptedps",v a IIsreh 14 T5|6,Si Neled-

d rewrst side,and that de faulersuudisesad gimum0mmtip gherelas Junmamyaleathe er togwOes mus '

I., pange).Itsefodiption dkdeeil Selhi¾t Cah or es smer merrahat ewpA•ms-

sees' ruggafuners,arel& dia Infs fahtiq e at any eter ine st arDguaws.ths Sagealt. esdiftInlafIormar,srgierp:!'u'maingIn tha DuyigrAnistof at 4fn Gret Itus 5arlsr.m4tfF.,fee Sier Ywft ,,Qisrgerkn'gitiernsuiq*gU49ofa "arcardi•l $7a report si no Mrs Chairedastarvle ght.Itsugli .andeline,sokmgas the schligg In vict thered,arsupsby prem\eatematthe \kneath Slupe•huu*me,nheasaneanameaupanc;yanyiëcmattmiumL '

*§666Y. hie certbumesat seonginaryshal\ he hetti M nap htG§hp surnours pneseansvbursIn rianatees tar angrñnuth tnk, emp½(4s. emeas$ufors shewomena

a nth tendred ht \rè*,§y' are han , urnstumnwe s,,,,f4f of‡taist fu the el & minesses quese er egenseewe m\w

- Su alaidemoat the \osewfi mMth the fanath\ion hu htni andr- Sunk seene \ abñ ¾ smartheGic66tstGcanaof anagabay?

..



EXHIBIT B

COMMENCEMENTRATE LEITXE

D00207



I p.

.EXHJBIT C

000208



LIMITED GUASANTY

in order to induce 3909 MAIN STREET, LLC, a New York limited liability company,having an office at 57-08 39th Avenue, Woodside, New York I1377 (the "Landlord"), to

enter into that certain Sublease Agreement, dated as the day of June, 2011 (the

"Lease") with CARAT & CO., INC., a New York corporation, having an office at 39-09Main Street, Flushing, New York 11354 (the "Tenant") and for Ten (S10.00) Dollars and othervaluable consideration, the receipt of which is hereby acknowledged, the undersigned, ALLENMON, residing at ( the

"Guarantor"), having read and being familiar with the terms of the Lease, hereby makes the

following guaranty and agreement with and in favor of the Landlord and its respective tegal

representatives, successors and assigns:

1. If there is a monetary default under the Lease and a non-monetary default and ineither case such default has continued after the giving of any required notice to Tenant and

beyond applicable grace period, the Guarantor guarantees to the Landlord, its successors and

assigns, that he shall pay to the Landlord all annual rent and all items of additionni rent that have

accrued under the terms of the Lease (hereinafier referred to as "Accrued Rent"), to the latest

date that the Tenant and its assigns and sublessees, if any, shall have completely performed all of

the following: . . .Ugn pr L 4) Mrr is iM4ZÓw n E

(a) Vacated and surrendered the premises demised under the Lease (the

"Demised Premises") to the Landlord;

(b) Delivered the keys to the entrance ways to the Demised Premises to the

Landlordplus ·†t@( 2 3 mm$ r5e.

(c) Paid to the Landlord all Accrued Rent to and in luding the date which is Iy

the later of (i) the actual receipt by the Landlord of said Accrued Ren (ii) the surrender of the

Demised Premi or (iii) receipt by the Landlord of said keys to the mised Premises; and

m A then onstin bysom, duon;(d) The obligrdicss o the Guarantor as set forth in Paragraph 2 hereof.

The Guaranty shall terminate and be of no further force upon the compliance of

the foregoing conditions by the Guarantor. It is agreed that any security deposited under the

Lease shali not be cornputed as a deduction from any amounts payable by the Tenant or the

Guarantor under the terms of this Guaranty. The Guarantor shall not be obligated hereunder with

respect to any rent which is due solely by reason of Landlord's election to accelerate the rental

obligation for the unexpired term of the Lease.

2. The Guarantor does hereby co behalf of itself, its successors and assigns:

(a) Covenant and agree with the Landlord. its successors and assigns, that the

D002de



Guarantor may, at the Landlord's option, be joined in any action or proceeding commcñced bythe Landicrd against the Tenant in connection with and based upon the Lease or any term,covenant or condition thereof, and that recovery may be had against the Guarantor in such actionor proceeding or in any independent action or proceeding against the Guarantor without the

Landlord, its successors or assigns, first asserting, prosecuting, or exhausting any remedy orclaim against the Tenant, its successors or assigns;

(b) Covenant and agree with the Landlord, its successors and assigns, that the

validity of this Guaranty and the obligations of the Guarantor hereunder shall in no wise be

tenninated, affected or impaired by reason of any action which the Landlord may take or fail totake against the Tenant.or by reason of any waiver of, or failure to enforce, any of the rights or

remedies reserved to the Landlord in the Lease, or otherwise, or by reason of, the bankruptcy or

insolvency of the Tenant under the Lease and whether or not the term thereof shall terminate byreason of said bankruptcy or insolvency;

(c) Waive notice of any and all defaults by the Tenant in the payment of

annual rent, additional rent, or other charges, and notice of any and all defaults by tenant in the

performance of any of the terms, covenants or conditions of the Lease on the Tenant's part to be

performed; and

(d) Waive notice of any and all notices or demands which may be given bythe Landlord to the Tenant, whether or not required to be given to the Tenant under the terms of

the Lease.

3. This Guaranty is absolute and unconditional and, to the extent monetaryobligations are contemplated hereunder, is a guarantee of payment, not of collection. The

Guarantor waives all notice of non-payment, non-performance, non-observance or proof, or

notice, or demand, whereby to charge the Guarantor therefore, all of which the Guarantor

expressly waives and expressly agrees that the validity of this Guaranty, and the obligation of

the Guaranter hereto shall in no wise be terminated, affected or impaired by reason of the

assertion by the Landlord against the Tenant of any of the rights or remedies reserved to the

Landlord pursuant to the provision of the Lease, Subject to Paragraph 1 herein, the Guarantor

funher covenants and agrees that this Ouaranty shall remain and continue in full force and

effect, as to any renewal, modification, change, or extension of the Lease and during any period

when the Tenant is occupying the Demised Premises as a "statutory tenant". As a further

inducement to the Landlord to agree to enter into the Lease with the Tenant and in consideration

thereof, the Landlord and the Guarantor covenant and agree that in any action or proceeding

brought by either the Landlord or the Guarantor against the other on any matters whatsoever

arising out of, under, or by virtue of the terms of the Lease or of this Guaranty, the Landlord and

the Guarantor shall and do hereby waive trial by jury. Further, the Guarantor hereby agrees that

it shall in no manner interpose any counterclaim of whatever nature or description whatsoever in

any proceeding under the terms of the Lease or this Guaranty. Nothing herein shall be .

construed, however, as preventing the Guarantor from commencing any separate plenary action

against the Landlord.

D00 10



4. This Guaranty shall be construed in accordanca with the laws of the State of NewYork. In the event that the Landicrd prevails in any court proceedings to enforce the terms of

this Guaranty, the Landlord shall be entitled toattorneys'

fees and disbursernents in connection

therewith.

IN WITNESS WHEREOF, the Guarantor has set his/her hand this day of June,

GUARANTOR:

ALLEN MON '

Social Security No. 7 Ô / -7

STATE OF NEW YORK )) ss.:

COUNTY OF QUEENS )

On the / day of June in the year 20I I, before me, the undersigned, personally appeared

ALLEN MON, personally known to me or proved to me on the basis of satisfactory evidence to be the

iridividual whose name is subscribed to the within instrument and acknowledged to me that he executed

the same in his capacity, and that by his signature on the instr.ir.ent, the individual, or the person upon

behalf of which the individual acted, executed the instrument.

Nohry Public

D00211

