SWA000228_Lease Agreement_20240314

GROUND LEASE
Circle K Store Site:
Hwy 421 & S. Lehmon Ave
Dunn, Harnett County, North Carolina
3812753v7.ARC.31095.T30342

GROUND LEASE
Specific Provisions
Landlord: BNT Investments, LLC, a North Carolina limited liability
company
Landlord Notice Address: 1910 S. Elm Avenue
Dunn,North Carolina 28334
Attn: Billy N. Tart
Email: brasslantemdunn ail.com
With copy to (which shall not constitute notice):
Pope Law Group, P.A.
403 W. Broad Street
Dunn,NC 28334
Attn: P.Tilghman Pope
Email: [e-mail]
Tenant: Circle K Stores Inc.,a Texas corporation
Tenant Notice Address: Circle K Stores Inc.
(Prior to Commencement) 1100 Situs Ct., Suite 100
Raleigh,NC 27606
Attn: Real Estate Development
Telephone.: [phone]
Email: [e-mail]
With copy to:
Circle K Stores Inc. Legal Department
2550 W. Tyvola Rd., Ste. 200
Charlotte,NC 28217
Attn: Ellen Lloyd
Telephone: [phone] Ext.2612
Email: [e-mail]
Tenant Notice Address: Circle K Stores Inc.
(Following Commencement) 1100 Situs Ct., Ste. 100
Raleigh,NC 27606
Attn: Property Management
3 81275 30.ARC 11095,T3 0 342

Telephone: [phone]
With copy to:
Circle K Stores Inc. —Legal Department
19500 Bulverde Road, Suite 100
San Antonio,Texas 78259
Attn: Portfolio Attorney
Telephone: [phone]
Effective Date: The date upon which the Title Company has in its possession at least
one fully executed original or electronic counterpart of this Lease
and,and,by its execution below,accepts this Lease into escrow. The
Title Company will indicate the date of the Effective Date on Title
Company's Acceptance attached following the signature page of this
Lease.
Investigation Period. One Hundred Twenty(120)days after the Effective Date.
Earnest Money Deposit: = The Earnest
Money Deposit shall be applicable to Tenant's first payments of
Base Rent and shall be released by the Title Company to Landlord
within five (5) business days after the Commencement Date, but
shall be refundable to Tenant in the case of: (i)Landlord's default
under this Lease;(ii)Tenant's election to terminate the Lease during
the Investigation Period, or during the Governmental Approval
Period, as extended; or (iii) an implied or express termination by
Tenant for Landlord's failure or refusal to cure on a timely basis any
title or survey objections, as detailed herein.
Governmental Approval
Period: One Hundred Eighty (180) days after the expiration of the
Investigation Period, subject to two (2) 30-day extensions pursuant
to Section 3.2 below,
Commencement Date: First day of the calendar month following the earlier to occur of: (i)
the date Tenant opens for business in the Leased Premises;or(ii)the
date that is one hundred fifty (150) days after the expiration of the
Governmental Approval Period, as extended.
Primary Term: Fifteen(15)years one hundred eighty(180)months commencing on
the Commencement Date.
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Extension Terms: Six(6)additional and consecutive terms of up to five(5)years each
(each an"Extension Term").
Base Rent: -per month,initially,subject to adjustment as provided in
Section G below.
Leased Premises: The area depicted or described on Exhibit"A-1" that is leased by
Landlord to Tenant under the terms of this Lease.
Tenant's Broker: Bell Commercial, Inc.
Attention;
120 Wind Chime Ct.
Raleigh,NC 27615
Email:
Title Company: First American Title Insurance Company
National Commercial Services
201 S. College Street, Suite 1440
Charlotte,NC 28244
Attn: Jonathan Williams
Phone: [phone]
e-mail: iwilliams@,fiirstam.eom
THE TERMS LISTED ABOVE ARE DEFINED TERMS THAT ARE USED
THROUGHOUT THIS LEASE AND WHOSE DEFINITIONS MAY BE MODIFIED
UNDER THE TERMS AND CONDITIONS BELOW.
38127530AARC.31495.T30342

This Ground Lease (this "Lease")is effective as of the Effective Date and is executed by
and between Landlord and Tenant with respect to the Leased Premises described below.
1. Agreement to Lease; Defined Terms
1.1 Lease of Leased Premises. Landlord leases the Leased Premises to Tenant, and
Tenant leases the Leased Premises from Landlord, on the terms, conditions, and limitations
established in this Lease, for the Lease Tenn, Throughout the Lease Term, Lessee will have
exclusive and peaceful possession and use of the Leased Premises, together with all rights,
privileges,easements and appurtenances, if any,pertaining to the Leased Premises.
1.2 Defined Terms. When used in this Lease,defined terms should have the meanings
established in this Lease. Various defined terms are defined above, and various other terms are
defined below as well as in other areas in the text of this Lease.
I.2.1 "Delivery Date"has the meaning assigned in Section 3 below.
1.2.2 "Facilities" means all buildings that contain Tenant's business
operations(i.e., the Circle K Store)and related improvements(including paved areas,etc.)
to be constructed by Tenant pursuant to this Lease. For added clarification, the tern
"Facilities" generally describes the items to be constructed on the real property that
constitutes the Leased Premises. References in this Lease to the term "Facilities,"
however, specifically exclude Tenant's Improvements, as defined below. Tenant's
Improvements and the Facilities shall be and remain at all times Tenant's sole property.
For the avoidance of doubt,Tenant alone shall have the right to deduct all depreciation on
Tenant's income tax returns for the Facilities and Tenant's Improvements and any
alterations, improvements or additions thereto and title to all such improvements shall be
vested in Tenant.
1.2.3 "Governing Authorities" means all federal, state, local (municipal
and/or county), private, and quasi-governmental agencies, departments, councils, boards,
commissions, authorities, and the like that have jurisdiction over the development,
Construction, and/or use of the Leased Premises, including any provider utility companies
and applicable community or homeowner associations.
1.2.4 "Landlord Parties" means Landlord and each of the following: (i) all
successors and assigns of Landlord whether by merger,consolidation,assignment,or other
form of contractual relationship or business organization; (ii)all affiliates of Landlord and
those entities controlled by or under common management and control of Landlord; and
(iii)any successor in interest to Landlord under this Lease or the interest of Landlord in the
Leased Premises.
1.2.5 "Landlord's Work"has the meaning assigned in Section 4.2 below.
38127530 ARC.3l095MO342

1.2.6 "Permittees" means all employees, customers, vendors, suppliers,
invitees, licensees, authorized representatives, contractors, assignees, sublessees,
concessionaires, consultants, and other permitted persons of the party in question. For
example, "Tenant's Permittees" means all of the foregoing persons properly on or in use
of the Leased Premises for Tenant's business.
1.2.7 "Site Plan" means the diagram of the Leased Premises (or pertinent
portions) attached as Exhibit"A-2".
1.2.8 "Tenant's Improvements"means all of the following used in connection
with Tenant's business: (i)personal property, trade fixtures, furniture, and equipment
including,for example,cash registers,food or beverage dispensers,microwaves,warmers,
walk-in cooler boxes,doors,shelving,refrigeration units, and communication equipment,
whenever and wherever placed within the Leased Premises; (ii)all car wash facilities,
canopies, fuel dispensing mays, fuel dispensers, product distribution Iines, fuel lines (for
gasoline or other motor fuels or any other common methods of propelling motor vehicles),
and USTs related to motor vehicle fuel operations at the Leased Premises (called,
collectively, the "Motor Vehicle Fuel Improvements"); and (iii)all signage attached to
Tenant's Facilities,all pylon signs located from time to time on the Leased Premises, and
all monument signs reserved for Tenant's sole use that may be located from time to time
on the Leased Premises(called,collectively,the"On-Site Signage"). Tenant may remove
or replace Tenant's Improvements at any time during the Lease Term.
1.2.9 "Tenant's Work" describes the development and construction that
Tenant may elect to perform with respect to the Leased Premises.
1.2.10 "USTs"means, with reference to the Leased Premises, all underground
storage tanks and underground product distribution lines related to fueling operations at
the Leased Premises, whether motor fuel or other energy source stored and/or distributed
through underground facilities or lines.
2. Investigation Period Conditions.
2.1 Escrow. Upon execution of this Lease and for the purposes of performing those
duties of the Title Company outlined in the Lease (i.e., preparing the title report, holding funds,
acting as an escrow agent, and issuing the leasehold title insurance policy), Tenant and Landlord
shall open an escrow with the Title Company.
2.2 Delivery of Materials. Landlord acknowledges that certain permits and approvals
are necessary for Tenant's Use (as defined below) of the Leased Premises and that Tenant will
require time to inspect the Leased Premises and to determine the suitability of the Leased Premises
for its purposes. Within five(5)days after the Effective Date of this Lease,Landlord shall deliver
copies to Tenant of all title reports,surveys,environmental reports,engineering reports,appraisals,
permits, plan approvals, governmental approvals (including site plan, zoning, and development
39127530.ARC.31095 T30342

stipulations), and any other information relating to the Leased Premises that Landlord has in its
possession regarding the Leased Premises.
2.3 Tenant's Conditions Precedent—Investigation Period. This Lease and Tenant's
obligations under this Lease are subject to satisfaction or Tenant's waiver of all of the following
conditions (all of which are called collectively the "Investigation Period Conditions") by the
expiration of the Investigation Period,as it may be extended pursuant to the terms of this Lease:
2.3.1 Title Review. Tenant shall have approved the condition of title to the
Leased Premises. Landlord shall cause The Title Company to prepare and deliver to Tenant
a current title commitment for the Leased Premises, dated on or after the Effective bate,
which shall include copies of all exception documents referenced in the title commitment.
The date Tenant so receives the title commitment with exception documents is the "Title
Commitment Delivery Date". Tenant shall review: (i)the condition of title; and (ii) the
title company's conditions for issuance of a leasehold policy of title insurance in the
amount determined by Tenant. Prior to the end of the Investigation Period, Tenant shall
notify Landlord of any title objections that Landlord must cure (either by removal or
endorsement, in form and substance acceptable to Tenant), in order for this condition to be
satisfied to Tenant's sole satisfaction. Landlord will have ten(10)business days from the
receipt of the Tenant's objection to notify Tenant that it has elected to cure, eliminate,
modify or cause to be insured over all such disapproved or objected to by Tenant to the
satisfaction of Tenant; or has elected not to cure any matters set forth in Tenant's title
objections. Landlord shall be deemed to have not elected to cure any matters set forth in
Tenant's title objections, if Landlord does not provide a Landlord's response to the
Tenant's title objections. If Landlord has elected to cure any matters, such cure shall be
completed by no later than the expiration of the Investigation Period. Notwithstanding the
foregoing, since Tenant is acquiring only a leasehold interest in the Leased Premises,
Tenant shall not object to any consensual lien placed upon the Leased Premises by
Landlord(so long as Landlord provides a subordination,non-disturbance, and attornment
agreement) or any other title matter that will not unreasonably interfere with access to or
Tenant's use of the Leased Premises.
2.3.2 Survey Review. Tenant, at Tenant's cost and expense, may obtain an
ALTA survey of the Leased Premises, which survey shall satisfy the requirements of the
title company as a condition of issuing extended leasehold title insurance for the Leased
Premises. The date Tenant so receives the ALTA survey is the "Survey Delivery Date".
Tenant shall have approved in writing the conditions revealed by such survey of the Leased
Premises. Tenant may also obtain any other surveys of the Leased Premises as it deems
necessary. Landlord,promptly after execution of this Lease, shall also provide to Tenant
copies of any other surveys that Landlord has in its possession. Tenant acknowledges that
any other surveys provided by Landlord to Tenant are offered as an accommodation and
that Landlord makes no warranties as to the age or accuracy of any other surveys. Prior to
the end of the Investigation Period,Tenant shall notify Landlord of any survey objections
that Landlord must cure (either by removal or endorsement, in form and substance
acceptable to Tenant), for this condition to be satisfied to Tenant's sole discretion.
Landlord will have ten (10) business days from the receipt of the Tenant's objection to
notify Tenant that Landlord has elected to cure, eliminate, modify or cause to be insured
38E2753v7.ARC.31095.T3G342

over all such disapproved or objected to by Tenant to the satisfaction of Tenant; or has
elected not to cure any matters set forth in Tenant's survey objections. Landlord shall be
deemed to have not elected to cure any matters set forth in Tenant's survey objections if
Landlord does not provide a Landlord's response to the Tenant's survey objections. If
Landlord has elected to cure any matters,such cure shall be completed by no later than the
expiration of the Investigation Period. If Tenant does not obtain a current survey, Tenant
shall be deemed to have waived all conditions that would be shown by a current and
accurate survey.
2.3.3 Management Approval. Tenant shall have obtained the approval of its
(or its corporate parent's)senior management and/or Board of Directors. Tenant shall use
reasonable efforts to obtain this approval and shall promptly notify Landlord of the
approval or disapproval of the transaction. Tenant's failure to obtain this approval is not a
breach of this Lease.
2.3.4 Physical Inspection. Tenant shall have approved the physical and
environmental condition of the Leased Premises. Tenant and its contractors, consultants
and agents are hereby granted the right to inspect the Leased Premises and any
improvements located on, at, or under the Leased Premises at any reasonable time during
the Investigation Period, for the purpose of inspecting the existing condition of the Leased
Premises and the suitability for the construction and operation of the Facilities. Prior to
any entry by Tenant or Tenant's contractors on the Leased Premises, Tenant or Tenant's
contractors shall provide Landlord with a certificate of insurance evidencing liability
coverage in an amount not less than . All inspections
shall include the right to conduct engineering and geotechnical studies, as well as
subsurface testing (including borings and sampling) for the presence of Hazardous
Materials, though Tenant shall have no liability for any Hazardous Materials encountered
during testing. As used in this Lease, "Hazardous Materials" shall mean any oil or
petroleum product, explosives, asbestos, urea formaldehyde, or other hazardous, toxic,
contaminated, or polluting materials, substances, or wastes, including, without limitation,
any "hazardous substances," "hazardous wastes," "hazardous materials," or "toxic
substances"in quantities that are regulated under any federal,state,or local law,ordinance,
rule, or regulation relating to industrial hygiene, envirownental protection, or the use,
analysis, generation, manufacture, storage, disposal, or transportation of these materials.
If Landlord has knowledge of and discloses in writing to the Tenant the existence of
Hazardous Materials at the Leased Premises or if Tenant discovers or otherwise becomes
aware of the presence of Hazardous Material contamination (other than Covered
Contamination as that term is defined in Section 7.8.2,below), on, at or under the Leased
Premises at any time (called, in any case, an "Existing Contamination"), Landlord shall
address the Existing Contamination in accordance with the provisions of Section 7.8
herein. Tenant shall indemnify, defend and hold harmless Landlord from and against any
third-party claims for bodily injury or property damage caused by Tenant's (or its
contractors', consultants' or agents') activities on the Leased Premises during the
Investigation Period. This indemnity shall survive the expiration or termination of this
Lease.
2.3.5 Intentionally Deleted.
38127530 ARC.31095.T30342

2.3.6 Intentionally Deleted.
2.4 Termination; Waiver. If'Tenant is dissatisfied with any aspect of the Leased
Premises for any reason during the Investigation Period, Tenant may terminate this Lease by
notifying Landlord of the termination prior to the end of the Investigation Period (as it may be
extended). Additionally, if Tenant objects to any title or survey matters as permitted in this Lease,
and Landlord fails or refuses to cure the objections on a timely basis (unless waived by Tenant),
Tenant may terminate this Lease, If the Lease is terminated as established above, the Title
Company shall return to Tenant the Earnest Money Deposit,and neither Landlord nor Tenant shall
have any further obligation to the other, except for any third-party claims arising from Tenant's
entry to the Leased Premises for inspection.
3. Delivery of Premises.
3.1 Delivery Date. Landlord shall deliver exclusive possession of the Leased Premises
to Tenant on a date(the"Delivery Date")that is the day following the expiration of Governmental
Approval Period. Landlord and Tenant shall promptly, after the Delivery Date and when
requested by Landlord, exchange fully executed copies of the Delivery Date Agreement attached
as Exhibit"D"_
3.2 Governmental Approval Period. Tenant shall have until the expiration of the
Governmental Approval Period within which to obtain all permits and approvals required of the
Governing Authorities (called "Tenant's Permit Approvals") to enable Tenant to develop,
construct, and use (at a development and construction design and cost acceptable to Tenant and
consistent with the approval of Tenant's management ("Management Approved Costs") and
conditions and stipulations acceptable to Tenant)the Leased Premises for Tenant's Use,including:
(i)all building permits; (ii)all site development plans and development plans (iii) all plans
showing or concerning curb cuts, traffic signals, signage, lighting, access, deceleration lanes,
median breaks,drainage plans,landscape plans,and similar development and construction matters;
and(iv) all operating,conditional use,liquor,alcoholic beverage,food service,gaming, car wash
and motor fuel facility permits. Tenant will have the option to extend the Governmental Approval
Period for two(2)additional 30-day periods by providing a written extension election to Landlord
prior to the then-applicable expiration of the Governmental Approval Period.At any time prior to
the expiration of the Governmental Approval Period, Tenant shall also have the right to request
Landlord record any document and/or amend any recorded documents (including CC&Rs), with
terms and provisions acceptable to Tenant its sole discretion, if necessary to address an actual or
potential construction or operational concern ur issue based upon Tenant's Permit Approvals
and/or to secure reciprocal access easements for vehicular and pedestrian access and travel over,
across and between the Leased Premises and the real properties immediately adjacent to the Leased
Premises (collectively, "Recording/Amending Request"). If Tenant has not been able to obtain
Tenant's Permit Approvals or confirmation of Management Approved Costs by the end of the
Governmental Approval Period,or if Landlord has not satisfied any Recording/Amending Request
to Tenant's full satisfaction(to be determined in Tenant's sole and absolute discretion)by the end
of the Governmental Approval Period (as may be extended),Tenant may terminate the Lease and
receive a refund of the Earnest Money Deposit, in which case neither Landlord nor Tenant shall
38127530 ARC.31045.i'30342

have any further obligations to the other,except for third party claims arising from Tenant's entry
to the Leased Premises for inspection.
3.3 Intentionally Deleted.
3.4 Construction Period. Tenant may elect to commence construction of Tenant's
Work at any time during the Term of the Lease. The Construction Period does not designate a
time period within which Tenant must complete Tenant's Work; rather, the Construction Period
merely identifies an additional period of time prior to the commencement of Tenant's obligations
to pay Base Rent or Additional Rent under this Lease and during which Tenant may commence or
complete construction.
3.5 No Rent. No Base Rent or Additional Rent shall be due for any period of time prior
to the Commencement Date. The period of time described in the prior sentence is referred to as
the"Initial Term."
4. Construction of Improvements.
4.1 Tenant's Work. Tenant is solely responsible to design, entitle, permit, and
construct(if applicable)the Facilities and Tenant's Improvements at the Leased Premises.
4.2 Intentionally Deleted.
5. Term.
5.1 Primary Term. This Lease is valid and enforceable as of the Effective Date and
through the Lease Term, subject to the terms and conditions described in this Lease. The
commencement of the Base Rent, Additional Rent, and any other charges under the Lease shall
begin on the Commencement Date and shall remain in effect through the Primary Term and any
Extension Terms,except as otherwise provided herein. Landlord and Tenant shall promptly,after
the occurrence of the Commencement Date,exchange fully executed copies of the Commencement
Date Agreement attached as Exhibit"E".
5.2 Extension Terms. As a further material consideration for the execution of this
Lease, Tenant is granted the irrevocable and exclusive right and option to extend the Lease Term
upon the same terms,covenants,and conditions established in this Lease, but at the rental rate set
forth in Article 6 below, for any one or more of the Extension Terms, as Tenant may elect. At
least sixty(60)days prior to the expiration of the Lease Term then in effect, and so long as Tenant
is not then in Material Default of any provision of this Lease beyond the applicable notice and cure
period(s), Tenant shall provide Landlord with written notice of each election to extend the Lease
Term, together with the declared term of the extension. If Tenant has not provided the written
election to extend at least sixty (60) days prior to the expiration of the applicable Lease Term,
Landlord shall deliver a written notice ("Wake-Up Notice") to Tenant advising Tenant that the
38127530 ARC,31095-7'39342

time period for Tenant's election to extend has expired and that,should Tenant fail to exercise its
extension election within ten(1 D)business days from the date of Tenant's receipt of the Wake-Up
Notice, Tenant shall have no further extension elections. Landlord shall not be required to give
the Wake-Up Notice if Tenant has made an affirmative written election to terminate the Lease or
to not exercise an applicable extension election.
5.3 Holdover Term. If Tenant shall hold over after the expiration of the Primary Term
and any Extension Terms,the holdover tenancy shall continue in accordance with all the terms of
this Lease, except that Base Rent shall equal_of the Base Rent in effect at the end of the
Lease Term (the holdover period shall be referred to in this Lease as the "Holdover Term").
Landlord shall be deemed to consent to Tenant's holding over if it is reasonably required by Tenant
to perform or satisfy any of Tenant's obligations to Landlord under this Lease,applicable Iaw, or
otherwise.However,Tenant's activities on the Leased Premises pursuant to Section 7 of this Lease
shall not be deemed a holdover pursuant to this Section 5.3. Except as provided herein,a Holdover
Tenn may be terminated by either Landlord or Tenant upon not less than thirty(30)days written
notice;however, any Holdover Tenn shall end only at the end of a calendar month,
5.4 Lease Term. The Initial Term, Primary Term, Extension Terms, Holdover Tenn,
and any and ail other extensions or renewals of the Lease are collectively referred to throughout
this Lease as the "Lease Term."
6. Rental.
6.1 Base Rent. Upon satisfaction or waiver of all applicable conditions contained in
the Lease to the payment of rent, Tenant shall pay to Landlord the Base Rent for each applicable
month during the Lease Tenn,beginning on the Commencement Date. Base Rent shall be paid in
advance on the first day of each calendar month, without notice, demand, offset or deduction,
except as otherwise expressly provided in this Lease. Rent for any period less than a calendar
month shall be prorated, based on the number of calendar days in the month.
6.2 Base Rent Adjustments. Base Rent shall be increased on the fifth(5th)anniversary
of the Commencement Date,and each fifth (5th)year afterwards for as long as the Primary Term
of this Lease is in effect to an amount equal to_of the previous Base Rent. If Tenant exercises
its right to extend the Lease Term beyond the Primary Term,then,upon the commencement of the
Extension Term,and each fifth(5th)year afterwards(if applicable),Base Rent shall increase to an
amount equal to�f the previous Base Rent.
6.3 Additional Rent. In addition to the Base Rent, Tenant shall pay prior to
delinquency,for the period commencing after the Commencement Date and continuing throughout
the balance of the Lease Term,as additional rental ("Additional Rent"),the following items:
6.3.1 Property Faxes. All real property taxes and general and special
assessments (collectively "Real Property Taxes") levied and assessed against the Leased
Premises that accrue during the Lease Term but only for periods during the Lease Tenn
after the Commencement Date;provided,however,that Tenant shall not be responsible for
38 3 27534 AARC.31095.T30342

any increases in Real Property Taxes due to a transfer of or change in Landlord's fee
interest in the Leased Premises(a)to an affiliate of Landlord, (b)to an entity controlled by
or under common management and/or control of Landlord, or (c) where, following such
transfer or change, the Landlord will still retain or hold any fee interest in the Leased
Premises). Real Property Taxes for any period less than a calendar year shall be prorated.
6.3.2 Personal Property Taxes. All taxes,assessments,license fees,and other
charges that are levied and assessed on Tenant's Improvements and Tenant's merchandise.
6.3.3 Rental Tax. Any state or local taxes imposed upon the rental of the
Leased Premises. Payment of any of these taxes shall be made concurrently with Tenant's
payment of Base Rent.
6.3.4 Excluded Taxes. Nothing contained in this Lease, however,shall require
Tenant to pay any estate, inheritance,corporate, franchise,or income tax of Landlord, and
none of the foregoing shall be deemed Real Property Taxes.
6.3.5 Proration and Challenge. Tenant's liability to pay Real Property Taxes
shall be prorated on the basis of a 365-day year to account for any fractional portion of a
fiscal tax year included at the end of the Lease Term. Tenant shall have the right to contest
in good faith any Real Property Taxes,and, in that case, Tenant shall indemnify and hold
harmless Landlord from any cost, expense, or penalties incurred in connection with the
contest.
6.3.6 Direct Payment. Landlord shall authorize and instruct the assessing
authority to forward to Tenant all Real Property Tax bills on the Leased Premises and/or
any part. If Landlord pays any Real Property Taxes agreed to be paid by Tenant, then,
upon Landlord's presentation of a receipted bill, Tenant shall promptly repay the taxes to
Landlord; however, Tenant shall not be liable for payment of any penalties or interest
resulting from Landlord's failure to timely pay any such Real Property Taxes.
6.4 Payment of Rental. Tenant shall pay the rental provided in this Lease to Landlord,
when due, at Landlord's office, or to any other person or place as Landlord may designate by
notice to Tenant.At Tenant's election,rent may be paid by electronic funds transfer to an account
to be designated by Landlord.
6.5 Security Deposit. Tenant shall not be required to pay a security deposit.
6.6 Tenant Overpayments. If either Landlord or Tenant discovers, at any time during
the Lease Term or within a reasonable time afterwards, that Tenant has paid Landlord rental or
other amounts in excess of those amounts that Tenant was obligated to pay at the time, the
applicable party shall promptly notify the other party and,without prejudice to any other remedies,
whether legal or equitable,available to Tenant,Tenant shall have the right to treat all or a portion
of the overpaid amounts as pre-paid rental, in which event the portion treated as pre-paid rental
shall be applied as a credit toward future amounts due Landlord from Tenant under this Lease,and
any amounts that exceed future amounts due shall be promptly refunded to Tenant.
3612753 vT ARC.31095.T30342

7. Possession and Use.
7.1 Tenant's Use. The Leased Premises may be used and occupied by Tenant for all
legal purposes. Nothing in this Lease shall be construed as an express or implied covenant by
Tenant to open for business or to continuously operate or conduct any business or activity on the
Leased Premises during the Lease Term. In addition to all other legally permitted uses of the
Leased Premises, Landlord expressly acknowledges Tenant's plan to utilize the Leased Premises
as a 24-hour self-service retail fueling facility(selling motor fuels and/or other common methods
of propelling vehicles, including electrical vehicle charging stations),a 24-hour convenience store
selling products{including alcoholic beverages [including beer and wine] for offsite consumption
food items prepared both on-premises and off-premises, and lottery tickets [and other permitted
gaming]) and providing services (including the operation of automated teller machines services,
money order issuance,money transfer services and issuances of pre-paid debit and gift cards),and
as a car wash and, possibly, as a quick serve restaurant (with all permitted uses being Galled,
collectively, "Tenant's Use"). Nothing contained in this Lease shall prohibit Tenant from
obtaining a retail off-premises liquor license in accordance with applicable laws.
7.2 Compliance with Laws. Tenant,at no cost or expense to Landlord, shall promptly
and properly observe, comply with and execute all present and future orders, regulations,
directions, rules, laws, ordinances, and requirements of all Governing Authorities that arise
directly from Tenant's use, occupancy, or enjoyment of all or part of the Leased Premises during
the Lease Term.
7.3 Hazardous Materials. At all times during the Lease Term,Tenant shall endeavor
to maintain the Leased Premises in compliance with all applicable laws and regulations relating to
its use or handling of Hazardous Materials and the operation of USTs. Tenant shall obtain and
maintain in full force and effect all permits, licenses, and other governmental approvals required
for operation of its USTs and shall comply with all their terms and conditions. Tenant may use or
otherwise handle on the Leased Premises quantities of Hazardous Materials consistent with
Tenant's Use. Tenant shall: (i) pay all fines, damages, and penalties imposed by any
Environmental Agency (as defined below) resulting from Tenant's violation of any applicable
Laws relating to Tenant's USTs; and (ii) assess, monitor, and/or remediate (collectively
"Corrective Action") any release of motor fuels or other Hazardous Materials resulting from its
operations at the Leased Premises during the Tenn,to the extent required by the federal,state,or
local environmental agency with oversight jurisdiction over the Leased Premises (the
"Environmental Agency").
7.4 Corrective Action. Any Corrective Action required of Tenant by this Lease shall
be performed at no cost to Landlord, and shall conform to the following standards:
7.4.1 Standards for Corrective Action. Corrective Action shall be performed
in accordance with the requirements and timetables of the Environmental Agency for non-
residential property, including risk-based closure, if permitted("Agency Standards").
3812753v7.ARC.31095.130342

7.4.2 Completion of Corrective.fiction. Corrective Action shall be complete
upon the earlier to occur of. (a)receipt of written notice from the Environmental Agency
that no further action with respect to the Covered Contamination is required or(b)all work
under Tenant's approved Corrective Action plan or other applicable Agency Standards has
been completed. Tenant shall notify Landlord in writing when Corrective Action is
complete.
7.5 Improvements. Subject to the approval of the Governing Authorities and the
acquisition of any required permits, and in compliance with any covenants, conditions and/or
restriction affecting the Leased Premises and recorded in the official records of Harnett County,
North Carolina, as of the Effective late (the "CC&Rs"), Tenant may place and maintain on the
Leased Premises any and all Facilities and Tenant's Improvements as it may desire for Tenant's
Use, and Tenant may remove the Facilities and/or Tenant's Improvements without their
replacement or reimbursement to Landlord so long as Tenant repairs any damage caused by the
removal. Except as provided in Section 7.8 below,Tenant will not be required to remove any of
the Tenant's Improvements or Facilities at the expiration or sooner termination of this Lease, and
any Tenant's Improvements remaining and not removed within thirty (30) days after the
termination of the Lease shall become the property of the Landlord in "as-is where-is"condition
without warranty,express or implied.
7.6 Alterations. Without the need or requirement of prior approval from the Landlord,
Tenant may make all alterations, reductions, or additions to the Leased Premises as Tenant may
desire, provided that they do not violate the CC&Rs, or any requirements of any Governing
Authorities having jurisdiction over the Leased Premises. Without limitation of the foregoing,
Tenant may modify the exterior of the Facilities(e.g., store fronts, signs, marquees, etc,) so long
as they are in compliance with the CC&Rs. Tenant also shall have the right to modify,repair,and
replace Tenant's motor fuels and/or self-service car wash facilities in compliance with applicable
laws without obtaining Landlord's consent. All alterations, additions, and replacements will be
trade in a good workmanlike manner without cost to Landlord. Tenant also shall have the right to
remove (without the obligation to replace or the obligation to reimburse Landlord for) any trees,
dirt,vegetation, landscaping,sidewalks, and curbing on or around the Leased Premises,subject to
Tenant's compliance with law and the above requirements.
7,7 Signs and Trademarks. Tenant shall have the right to erect or attach upon all parts
of the Leased Premises all signs,sign faces,posters,banners,and trademark items as it may deem
proper,subject to first obtaining any required approvals of the Governing Authorities. All On-Site
Signage including any signs, sign faces, posters, banners, and trademark items may be removed
by Tenant at the expiration or termination of this Lease at Tenant's sole expense. Landlord shall
cooperate with Tenant in obtaining any necessary permits or variances from governmental
restrictions placed upon the use of signs.
7.8 Tank Removal,Remediation;Environmental Indemnification.
7.8.1 Tank Removal. Tenant, at no expense to Landlord, shall remove the
USTs at the Leased Premises no later than thirty (30)days after the expiration or
termination of this Lease. Tenant shall comply with the underground storage tank closure
requirements of the Environmental Agency. Tenant shall provide Landlord with advance
3812753 v7.ARC.31095.T30342

notice of the USTs removal, and Landlord shall be permitted to have a representative
present to observe the tank and line removal. Any observation by Landlord shall be
performed in a manner so as to avoid interference with Tenant's work and at no cost to
Tenant,
7.8.2 Baseline Report. The tank closure report and any other assessment of
the Leased Premises required of Tenant by the Environmental Agency shall be deemed the
"Baseline Report" for the Leased Premises, and shall be dispositive of the presence and
levels of soil and/or groundwater contamination caused by Tenant's use of the Leased
Premises ("Covered Contamination"). Tenant also may, at its option, perform further
investigation of the Leased Premises, which investigation shall be deemed part of the
Baseline Report.
7.8.3 Corrective Action. Tenant, at no expense to Landlord, shall perform
Corrective Action of Covered Contamination,if any,in accordance with Agency Standards
and in accordance with the standards set forth in Section 7.4.
7.8.4 New Contamination and Existing Contamination.
7.8.4.1 New Contamination. Any envirownental contamination
that: (i) is discovered on, at, under or migrating to the Leased Premises after the
expiration or termination of the Lease that is not disclosed in the Baseline Report;
or(ii)occurs on,at,or under the Leased Premises after the expiration or termination
of the Lease, is referred to as"New Contamination." Tenant shall have no liability
for New Contamination, which shall be the responsibility of Landlord and be part
of Landlord's Remedial Measures, as defined below. If any New Contamination
becomes commingled with Covered Contamination, Landlord will pay (or
reimburse Tenant for) the incremental cost of Landlord's Remedial Measures
resulting from the New Contamination.
7.8.4.2 Existing Contamination. Landlord, at no cost or expense to
Tenant, shall report any known Existing Contamination to the Environmental
Agency and in the event the Landlord elects to do so, Landlord shall promptly
conduct investigation, remediation, monitoring, and other measures in accordance
with Agency Standards and to the extent necessary so as not to cause Tenant any
out of pocket expense in connection with Tenant's Work, or otherwise in
connection with Tenant's preparations to open for business or operate once open
(collectively,the"Landlord Remedial Measures"). Landlord has no knowledge of
any Existing Contamination. Landlord shall have the option of conducting
Landlord Remedial Measures with respect to the Existing Contamination known to
the Landlord. Tenant shall have no liability or responsibility for Existing
Contamination or Landlord's Remedial Measures, which shall be performed as
provided herein. In the event the Tenant discovers any Existing Contamination
during the Investigation Period it shall report the same in writing to the Landlord,
in which event it shall be deemed Existing Contamination known by the Landlord.
and Tenant prior to the expiration of the Investigation Period. Prior to the end of
the Investigation Period, if Landlord elects not to conduct Landlord's Remedial
38127530 AKC.31095110342

Measures with respect to known Existing Contamination,Tenant will have the right
to either: (i) terminate the Lease by written notice to Landlord and neither party
shall have any further liability or responsibility to the other in connection with this
Lease; or (ii) Tenant may elect not to terminate this Lease, in which event the
Tenant accepts the Leased Premises in an "AS IS, WHERE IS" condition as it
relates to Existing Contamination discovered prior to the end of the Investigation
Period. After the end of the Investigation Period, if the Tenant discovers and
discloses to the Landlord any Existing Contamination which was not previously
discovered and disclosed prior to the end of the Investigation Period and if Landlord
elects not to conduct Landlord's Remedial Measures with respect to such Existing
Contamination,Tenant may pursue Landlord's Remedial Measures and may offset
from Base Rent and Additional Rent such expenses. Existing Contamination
discovered after the end of the investigation Period and prior to the Commencement
Date will result in tolling of the Commencement Date and extension of the
Commencement Date for a commensurate number of days to the extent that
Tenant's ability to open for business is delayed.Existing Contamination discovered
after the Commencement Date will result in a rent abatement to Tenant to the extent
the Landlord's Remedial Measures effects the use of the Leased Premises,or delays
or impairs Tenants ability to operate, and to the extent Tenant elects to conduct
Landlord's Remedial Measures.
7.8.4.3 Landlord's p=. Throughout the term of the Lease,
Landlord, its agents and contractors shall have the right to enter the Leased
Premises from time to time to perform Landlord's Remedial Measures activities on
the Existing Contamination, if the Landlord elected to conduct Landlord's
Remedial Measures pursuant to Section 7.8.4.2, and any entry for this limited
purpose shall not be deemed as a violation of Tenant's right of quiet enjoyment or
a trespass upon the Leased Premises. This right of entry shall include the right to
drill, trench, install wells, test, monitor, install, operate and maintain above- and
below-ground equipment, remove or close in place any wells, remove Landlord's
equipment and repair and restore the Leased Premises following completion of
Landlord's Remedial Measures. Tenant agrees to cooperate with Landlord so as to
minimize the time and expense to Landlord of performing such activities,including
the grant of access to on-site utilities (e.g., electrical, sewer, water) at Landlord's
expense, if required for such Landlord's Remedial Measures.
7.8.4.4 Cooperation. Landlord shall give Tenant at Ieast two (2)
business days'notice of is entry to the Leased Premises for purposes of performing
Landlord's Remedial Measures. Landlord shall use all commercially reasonable
efforts to avoid unreasonable disruption of operations at the Leased Premises as a
result of its entry, but Landlord shall have no liability for any such disruption,
unless resulting from Landlord's negligence, gross negligence or intentional
misconduct. The parties shall cooperate in good faith on the location of required
wells and/or equipment needed for Landlord's Remedial Measures at the Leased
Premises; however, after Tenant has installed its Motor Vehicle Fuel
Improvements,no wells, trenches, invasive testing,or underground equipment can
be installed by Landlord in the area of the Motor Vehicle Fuel Improvements to
38127530.ARC 31095730342

perform the Landlord's Remedial Measures without Tenant's written approval of
the location,depth, and width of the item.
7.8.4.5 Closure. When remediation of Existing Contamination is
complete under Agency Standards, and the requirements of this Lease are met,
Landlord shall submit a written report to the Environmental Agency seeking site
closure (the "Closure Report") and shall notify Tenant of the submission of the
Closure Report. Until the Closure Report is accepted in writing by the
Environmental Agency (the "Remediation Completion Date"), each party shall
provide the other with copies of all reports, correspondence or other documents
filed with or received from the Environmental Agency relating to any
contamination at the Leased Premises
7.8.4.6 Effects of Covered Contamination. If, prior to the
Remediation Completion Date, Covered Contamination occurs or is discovered
upon removal of any previous USTs located on the Leased Premises in accordance
with the Lease, and if Landlord reasonably determines that the existence of the
Covered Contamination will make Landlord's Remedial Measures significantly
more difficult, expensive or time-consuming, Landlord shall so notify Tenant, and
Tenant shall become liable for a pro-rata share of the costs for the commingled
Existing Contamination and Covered Contamination.
7.8.5 Right of Entry. Landlord grants to Tenant, without charge, the right to
eater the Leased Premises from time to time after the:expiration or termination of the Lease,
to the extent necessary to perform Corrective Action,including without limitation,the right
to drill,trench, install wells,test,monitor, install,operate,and maintain above-ground and
below-ground equipment,remove or close in place any wells,remove Tenant's equipment
and repair and restore the Leased Premises following completion of Corrective Action.
Landlord agrees to cooperate with Tenant so as to minimize the time and expense to Tenant
of performing these activities, including the grant of access to on-site utilities (e.g.,
electrical,sewer,water)at Tenant's expense,if required for the Corrective Action. Tenant
agrees to cooperate with Landlord and any future tenant upon the Leased Premises so as
not to materially disrupt operations at the Leased Premises, but Tenant shall have no
liability for any disruption unless resulting from Tenant's gross negligence or intentional
misconduct.
7.8.6 Intentionally Deleted.
7.8.7 Tenant's Indemnity. Tenant shall indemnify,defend,and hold harmless
Landlord from any third party claims due to the presence of Covered Contamination on,
at, from,or under the Leased Premises as a result of the acts or omissions of Tenant, or its
agents, contractors, or employees during the Lease Term or during Tenant's presence on
the Leased Premises for the performance of the Corrective Action. Amounts payable by
Tenant under this indemnity shall be reduced by the comparative negligence or intentional
misconduct (if any) of Landlord. This indemnity shall survive until Tenant's completion
of Corrective Action at the Leased Premises. The foregoing shall be the exclusive
indemnity from Tenant to Landlord regarding environmental matters under this Lease
3 812753v7.ARC.31095.T30342

7.8.8 Landlord's Indemnity. Landlord shall indemnify, defend, and hold
harmless Tenant for, from,and against any third party claims due to the presence of New
Contamination or Existing Contamination on, at, from, or under the Leased Premises, or
due to interference with Tenant's performance of Corrective Action by Landlord or
Landlord's Permittees. Amounts payable by Landlord under this indemnity shall be
reduced by the comparative negligence or intentional misconduct (if any)of Tenant. The
foregoing shall be the exclusive indemnity from Landlord to Tenant regarding
environmental matters under this Lease
7.8.9 Disclosure. Landlord shall disclose the provisions of this Section to any
subsequent tenant or owner of the Leased Premises, for so long as Tenant's correction
obligations under this Lease continue.
7.8.10 Survival. The covenants and obligations of Landlord and Tenant under
this Section,which by their nature require performance or observance after the expiration
or termination of the Lease,shall survive the expiration or termination.
7.8.11 Disclaimer. Nothing in this Lease shall be construed: (i)as an admission
by Tenant that it is liable for any contamination found or existing at the Leased Premises;
or(ii)to relieve,or to constitute a waiver of any of the rights or remedies Tenant may have
against Landlord, any predecessor or successor to Tenant's interest under the Lease or in
the Leased Premises, or any third party from its obligations for removal or remediation of
any contamination of the Leased Premises not caused by Tenant.
7.9 Surrender. Upon expiration of the Lease Term(or upon earlier termination for any
reason), Tenant shall quit and surrender the Leased Premises, subject to any post-Lease Term
license(s) granted to Tenant herein. At Tenant's option, Tenant may, within thirty (30) days
following the expiration or termination of this Lease,remove the Facilities constructed by Tenant,
and all of Tenant's Improvements,subject to Tenant's obligations in the preceding Section. Tenant
is granted, at no rent, fee or cost, a non-exclusive license to enter upon the Leased Premises for
thirty (30) days after the expiration or termination of the Lease to remove the Facilities and
Tenant's Improvements; the exercise of such right by Tenant shall not create a Holdover Term.
8. Restrictive Use Covenants on Landlord's Properties,
8.1 Use Restrictions. Landlord,on behalf of all Landlord Parties,expressly covenants
and agrees that,during the Lease Term(including any extension or renewal),the Landlord Parties
will not permit any lands within a radius of one mile of the property line of the Leased Premises
that are now owned or that may be acquired during the Lease Terre by the Landlord Parties or by
an entity in which the Landlord Parties own any interest or exercise any control directly or
indirectly (called the "Restricted Area"), to be used for the operation of(i) a convenience store
specializing in the sale of items normally associated with a convenience store in the same manner
as other typical convenience stores such as,by way of example and not by limitation,7-11,Sheets,
Wawa, Stripes,Loaf`N Jug, Conoco,Quick Trip,Time Wise and/or ampm, or(ii)a retail fueling
facility.
38127530 ARC.31495.T30342

8.2 Intentionally Deleted.
8.3 Compliance,Enforcement. Landlord shall not enter into any lease in violation of
the above restrictions and shall promptly take all necessary action to stop any and all violations.
Landlord grants Tenant the right to institute an action, including an action for damages or
injunctive relief, in the name of Landlord if necessary, against any business that is operating in
violation of this Section; however, the exercise of that right by Tenant does not waive any rights
Tenant may have against Landlord.
8.4 Intentionally Deleted.
9. Maintenance; Operating Expenses.
9.1 Repairs. Tenant,at its sole cost and expense, shall maintain,repair and replace, if
necessary, the Leased Premises, including the Facilities, the Tenant's Improvements, and all
improvements thereon, including without limitation, structural systems, motor fuels and self-
service car wash facilities, roof, load-bearing wails, floor slabs, HVAC system and equipment,
utility systems such as lighting and plumbing, storm drainage systems, windows, glass, doors,
glazing and floor coverings,parking areas, landscaped and irrigation areas,sidewalks, driveways,
signage as well as all other facilities, trade fixtures and other equipment located on the Leased
Premises. Tenant shall not be obligated to repair or restore any deterioration, damage or
destruction of all or any part of the Leased Premises that is due to ordinary wear and tear, fire,
earthquake,acts of the enemy,the elements,unavoidable casualties or matters similar or dissimilar
beyond Tenant's reasonable control.
9.2 Utilities. Tenant shall pay all charges for gas, electricity,telephone,sewer, water,
and any other utilities used by Tenant on the Leased Premises(including connection fees). Tenant
shall be solely responsible for the performance of any and all maintenance and repair to the utilities
serving the Leased Premises. Tenant will be responsible for assuring that all billing statements for
all utilities will be mailed directly to Tenant for payment. If Landlord receives utility billing
statements,Landlord shall immediately forward the bill to Tenant for payment.
9.3 Triple Net Lease. Except as otherwise expressly provided in this Lease,this Lease
is intended to be and shall be deemed and construed as a "net lease,"pursuant to which Landlord
shall receive the Base Rent without reduction or offset for any other charge or expense, and free
and clear of all taxes, impositions, charges or expenses of any nature whatsoever. Under no
circumstances or conditions, whether now existing or hereafter arising, or whether beyond the
present contemplation of the parties,shall Landlord be expected or required to make any payment
of any kind whatsoever or be under any other obligation or liability hereunder,except as otherwise
expressly set forth in this Lease.
38127530 ARC.3l095.T30342

10. Casualty and Condemnation.
10.1 Casualty and Other Causes. If. (i) Tenant's business activities on, access to or
use of the Leased Premises are substantially disrupted, impaired, or hindered for any reason
beyond Tenant's reasonable control for more than one hundred eighty(180)days;(ii)construction,
operation,or maintenance of a convenience store upon the Leased Premises, or the sale of motor
fuel or other common methods of propelling motor vehicles, or the parking of motor vehicles on
the Leased Premises,is prohibited,restricted,or substantially impaired(so as to make such activity
commercially impractical or economically unfeasible in Tenant's reasonable judgment) by any
law,ordinance,regulation,permit revocation or action or order of any Governing Authority (and
not by any act or omission of Tenant); (iii)the Leased Premises, in part or in whole, is damaged
or destroyed by fire, earthquake, or other casualty so as to become untenantable in Tenant's
reasonable judgment, and to require substantial reconstruction; or (iv) the Leased Premises, in
substantial part or in whole, shall be damaged or destroyed by fire, earthquake or other casualty
during the last two years of the Lease Term, then, in those instances (each called a "Casualty
Loss"),Tenant shall have the right(but not the obligation)to terminate this Lease, and vacate and
surrender the Leased Premises to Landlord as soon as reasonably possible, not to exceed one
hundred eighty (180) days; however, Tenant's right to enter the Leased Premises to satisfy its
remediation and other outstanding obligations under this Lease shall not be disturbed. Tenant shall
notify Landlord in writing of its election to terminate within 30 days from the date of the Casualty
Loss. If Tenant does not elect to terminate this Lease following a Casualty Loss, Base Rent and
Additional Rent shall abate or be adjusted as of the date of loss, to the extent the Leased Premises
are impaired or not usable by Tenant for their intended purpose. Tenant shall promptly repair,
restore,or reconstruct the damaged or destroyed Facilities to equal or better condition than existing
prior to the loss. Landlord shall have no obligation to replace any of Tenant's Improvements. The
abatement of Base Rent and Additional Rent shall cease upon the completion of repairs by Tenant.
Damage or destruction of the Leased Premises shall not terminate this Lease except as provided
above,any present or future law to the contrary notwithstanding.
10.2 Notice of Appropriation. If,prior to or during the Lease Term,either Landlord or
Tenant receives notice of or otherwise becomes aware of a pending or possible condemnation that
may materially and adversely affect the Leased Premises, pursuant to the exercise or threat of
eminent domain(an"Appropriation"),the receiving party shall promptly deliver written notice of
the Appropriation to the other party. An Appropriation shall be deemed to have occurred,
notwithstanding Section 10.1(i)above, if either Landlord or Tenant receives notice from any
Governing Authority that Tenant's access to the Leased Premises will he permanently or
temporarily affected, by any major roadway improvements (including installation of mass transit
lines)in the vicinity of the Leased Premises planned to take more than sixty(60)days to complete.
10.3 Termination on Appropriation. If an Appropriation occurs, the rights and
obligations of Landlord and Tenant in the event of an Appropriation shall be as follows:
10.3.1 Total Taking. If the entire Leased Premises is subject to an
Appropriation,this Lease shall terminate on the date possession is required to be delivered
to the appropriating authority(the"Surrender Date").
3812753v7.ARC.31045.T30342

10.3.2 Partial Taking. If less than the entire Leased Premises is subject to an
Appropriation, and Tenant reasonably determines in good faith that the Leased Premises
(including parking) remaining following the Appropriation is inadequate for its business
purposes, Tenant shall have the right, but not the obligation, to terminate this Lease. In
making its determination under this Section,Tenant shall calculate whether the portion of
the Leased Premises remaining after the Appropriation and after restoration (as provided
below) is inadequate or incapable of producing a proportionately fair and reasonable net
annual income, taking into consideration the payment of all operating expenses and debt
service related to the Leased Premises, including without limitation the Base Rent,
Additional Rent and all other charges required to be paid by Tenant under this Lease, as
adjusted below. The determination of"fair and reasonable net annual income"shall be
governed by reference to the average net annual income produced by the Leased Premises
during the three-year period immediately preceding the Appropriation. Tenant shall notify
Landlord whether it has elected to terminate the Lease following a partial Appropriation
on or before the 180th day after Tenant receives written notice of the Appropriation (the
"Election Date"). Notwithstanding such termination, Tenant shall have the right, but not
the obligation, to remain in possession of the Leased Premises from month to month upon
all of the other terms and conditions contained in this Lease from the Election Date until
the date possession is required to be delivered to the appropriating authority.
10.3.3 Other Appropriation. If: (i)access to the Leased Premises is materially
reduced and/or obstructed by an Appropriation; or (ii) the Appropriation otherwise
materially and adversely interferes with Tenant's ability to conduct its normal day-to-day
business operations at Leased Premises,Tenant shall have the right,but not the obligation,
to terminate this Lease. Notwithstanding the foregoing,if the reduction and/or obstruction
of access or interference with operations is the result of temporary construction or other
temporary taking (including those temporary takings described in Section 10.2 above)
(called a"Temporary Taking")in favor of the appropriating authority and the Temporary
Taking lasts for ninety (90) days or less, Tenant shall not have the right to terminate the
Lease, but Tenant shall have the right to seek compensation from the appropriating
authority as provided below, regardless of the duration of the Temporary Taking. Tenant
shall notify Landlord whether it has elected to terminate the Lease following an
Appropriation under this Section 10.3.3 at any time within one hundred eighty(180) days
after the reduction and/or obstruction in access or interference with operations. Tenant's
notice shall set forth the termination date of the Lease, which shall be not less than thirty
(30)nor more than ninety(90)days after the date of such notice.
10.3.4 Unearned Rent. Landlord shall immediately reimburse to Tenant all
Base Rent,Additional Rent and any other advance payments made by Tenant,prorated to
the date of termination under this Section 10.3.
10.3.5 Occupancy Agreement. No termination of the Lease by Tenant shall
prohibit Tenant from attempting to negotiate a short-term lease or other occupancy
agreement with the appropriating authority.
38127530 ARC.31095530342

10.4 No Termination on Appropriation, If, following an Appropriation under
Section 10.3.2 or 10.3.3 above, Tenant does not elect to terminate the Lease, then the following
provisions shall apply:
10.4.1 Restoration Following Appropriation. When the appropriating authority
vacates or the Appropriation otherwise ends, Tenant, at no cost or expense to Landlord,
shall proceed as soon as reasonably possible to make all repairs and alterations to the
Leased Premises as are necessary to restore the remaining Leased Premises (or, if
applicable, access to the Leased Premises) to a condition as comparable as reasonably
practicable to that existing at the time of the Appropriation. Notwithstanding the terms of
this Section 10.4.I to the contrary, Tenant's obligations to repair/restore the Leased
Premises shall be conditioned upon Landlord's delivery to Tenant of all monetary
compensation Landlord is entitled to receive from the appropriating authority in connection
with the Appropriation that is applicable to the Ioss or damage to the Leased Premises. In
the event Landlord fails to deliver such amounts to Tenant promptly following the award,
Tenant shall have the right to terminate this Lease upon thirty (30) days written notice to
Landlord.
10.4.2 Lease Modification Following Appropriation. Base Rent, Additional
Rent and other obligations of Tenant under this Lease shall be abated or adjusted on an
equitable basis from the date of the Appropriation,taking into account the number of days
that the Appropriation continues, the portion of the Leased Premises affected by the
Appropriation, and the degree of interference with Tenant's operations. If Landlord and
Tenant fail to promptly agree upon an abatement or adjustment(and, in any case, no later
than sixty (60)days of the date Tenant completes restoration), Landlord or Tenant may
elect to submit the matter to alternative dispute resolution. During the pendency of the
alternative dispute resolution or until an equitable adjustment or abatement is agreed to by
Landlord and Tenant, Tenant shall make payments of Base Rent, Additional Rent, and
other obligations based on Tenant's reasonable estimate of the required abatement or
adjustment. When a final abatement or adjustment is agreed to or determined by
arbitration,any excess amounts paid by Tenant will be credited to the next rental payments
and any shortages will be promptly paid by Tenant. No reduction in Base Rent,Additional
Rent,or other obligations of Tenant under this Lease shall deprive Tenant of its rights under
Section 10.4.
10.5 Compensation. If an Appropriation occurs,the rights and obligations of Landlord
and Tenant in and to any monetary compensation shall be as follows, regardless of whether this
Lease terminates by reason of the Appropriation:
10.5.1 Award. Landlord and Tenant shall each have the right to claim and
receive from the appropriating authority compensation for the following. Landlord may
claim compensation for the value of the taken land as if unimproved. Tenant shall have
the right to claim and receive from the appropriating authority compensation for (i)
Tenant's moving and relocation expenses, if applicable, (ii) the Facilities, Tenant's
Improvements and personal property, (iii) damage to and loss of Tenant's business and
goodwill, and(iv)the bonus value of the Lease.
38 i 27530AAAC.3 iQ45.T34342

10.5.2 Consent; Notice; Participation. Tenant's written consent shall be
required for the compromise or settlement of any action prior to or after the Appropriation.
Landlord shall provide to Tenant copies of all documents and correspondence with regard
to the Appropriation and. the Appropriation proceedings and shall give prior notice to
Tenant of any meetings with the appropriating authority or its agents and permit Tenant to
attend same.
10.5.3 Statutory Interest. Landlord and Tenant shall be entitled to receive their
percentage of statutory interest from the appropriating authority's deposit with the court
for an Appropriation. The respective percentage shall be determined by the appropriating
authority's appraisal used to establish the deposit.
11. Insurance.
11.1 Liability Insurance Coverage, During the Lease Term, Tenant shall maintain
commercial general liability insurance coverage with coverage of
per occurrence, aggregate, showing Landlord as an additional
insured.
11.2 Property Insurance Coverage. During the Lease Term, Tenant shall maintain
special form property insurance coverage for the full replacement cost of the Facilities and
Tenant's Improvements.
11.3 Additional Insurance Requirements. Subject to Section 11.4,below,Tenant will
provide to Landlord a certificate from Tenant's insurer evidencing the coverage required under
this Lease. All policies shall be written by carriers licensed to conduct business in the state in
which the Leased Premises are located,and no policy shall.be subject to cancellation without thirty
(30) days'prior written notice being given to Landlord,
11.4 Self Insurance. Tenant,due to the large number of locations that it occupies,may
self-insure and/or assume the risk of loss and liabilities on any risks, either through deductibles,
self-insured retentions, or straight self-insurance(collectively,"self-insurance"). So long as such
self-insurance is maintained in a manner customary for similar locations in Tenant's program of
risk management, Landlord agrees that Tenant may be a self-insurer. If a covered loss occurs,
Tenant shall pay the amount of any deductible ar self-insured retention to the party or parties
entitled thereto.
11.5 Waiver of Subrogation. Landlord and Tenant mutually waive, as against one
another,all rights of recovery for damage sustained by either caused by the other to the extent that
the damage is compensated for by insurance maintained by the damaged party,and Landlord and
Tenant agree that no party shall have any claim against the other by way of subrogation or
assignment. Landlord and Tenant,to the extent possible, shall obtain policy provisions from their
insurers allowing for this waiver.
3 8 l 2753 v 7.AR C.31095.7.3 034 2

12. Indemnity.
12.1 Tenant's Indemnity. During the Lease Term,Tenant shall indemnify,defend,and
hold harmless Landlord for, from, and against any third-party claims and causes of action to the
extent arising from any property damage or bodily injury caused by or related to the use of the
Leased Premises by Tenant or Tenant's Permittees,except to the extent the claim or cause of action
resulted from: (i) conditions existing on the Leased Premises prior to the Commencement Date
(unless caused by Tenant); (ii)acts or omissions of Landlord, Landlord Parties, or Landlord's
Permittees; or (iii)the failure of Landlord to perform its obligations under this Lease after a
reasonable cure period,as defined in this Lease. This indemnity shall not be limited by the amount
of insurance maintained by Tenant and shall survive the expiration or termination of this Lease
until any covered claims are barred by applicable statutes of limitation.
12.2 Landlord's Indemnity. Landlord agrees to indemnify, defend, and hold harmless
Tenant for, from, and against any claim, loss, or damage to the extent arising from: (i)the acts or
omissions of Landlord, Landlord Parties, or Landlord's Permittees or the failure of Landlord to
perform its obligations under this Lease;and(ii) conditions existing on the Leased Premises prior
to the Commencement Date. This indemnity shalt survive the expiration or termination of this
Lease until any covered claims are barred by applicable statutes of limitation.
12.3 Conditions to Indemnity. If either Landlord or Tenant(the"Claimant")identifies
any matter to which this indemnity may apply,Claimant shall promptly, and in every case within
thirty(30)days of the notice or claim,notify the other party(the"Investigating Party") in writing
of the matter. The Claimant shall cooperate with the Investigating Party by allowing prompt access
to the Leased Premises by the Investigating Party and,its agents,attorneys,and consultants for the
purpose of investigating any matter to which this indemnity may apply. The Claimant shall
provide the Investigating Party with copies of all non-privileged investigative reports, data, or
other information in any form that Claimant, or its consultants, agents, or attorneys may have
pertaining to the matter,upon the request of the Investigating Party.
13. Representations& Warranties.
13.1 Landlord Representations. As of the Effective Date(except to the extent given as
of the Delivery Date)and continuing throughout the Lease Term,Landlord warrants and represents
that to its actual knowledge, after due inquiry: (i) as of the Effective Date, Landlord has valid fee
title to the Leased Premises, and has full power and authority to lease the Leased Premises to
Tenant in accordance with the terms of this Lease; (ii)intentionally deleted; (iii) intentionally
deleted; (iv)Landlord shall not, after the Effective Date, approve or make any material changes
to the contents of any CC&Rs previously approved by Tenant or similar documents that bind,
touch or concern the Leases Premises without the prior written consent of Tenant; (v)there are no
leases or other rights of use or occupancy encumbering the Leased Premises or, if any exist as of
the Effective Date, all leases shall be terminated by Landlord no later than the Delivery Date; (vi)
Landlord has no knowledge of any pending or threatened legal actions involving the Leased
3812753 v7.ARC.3 1095.'I30342

Premises, with the exception of a pending claim by the North Carolina Department of
Transportation for a temporary construction easement in the Department of Transportation v. ENT
Investments, LLC,Harnett County Superior Court—21 CVS 356; (vii)as of the Delivery Date,the
Leased Premises are free and clear of, and are not subject to, any perfected or pending laborer's,
mechanic's or materiaiman's liens, or any claim, agreement, lien, mortgage, deed of trust,
indenture, security agreement, encumbrance, easement, reservation, restriction, judgment or
decree which has not been disclosed to Tenant; (viii) Landlord is not a "Prohibited Person," as
defined in the USA PATRIOT Act, Public Law 107-56; (ix)Landlord has no knowledge that any
Hazardous Materials have been stored or are present on, upon, at or under the Leased Premises;
and (x) if the Leased Premises contain or did contain underground storage tanks, except as
disclosed by Landlord to Tenant, there have been no releases or suspected releases of petroleum
products upon the Leased Premises. These representations and warranties shall be true and correct
when made by Landlord and at all times during the Lease Term.
13.2 Tenant Representations. Tenant warrants and represents that to its actual
knowledge, after due inquiry: (i) Tenant has full grower and authority to lease from Landlord in
accordance with the terms of this Lease; (ii) this Lease will not violate any agreement to which
Tenant is a party or by which it is bound; and(iii) Tenant is not a Prohibited Person.
13.3 Prohibited Person. Prohibited Person shall mean any person, organization, or
entity: (i) listed in the annex to, or is otherwise subject to the provisions of, Executive Order
No. 13224 on Terrorist Financing,effective September 24,2001,and relating to Blocking Property
and Prohibiting Transactions With Persons Who Commit, Threaten to Commit:, or Support
Terrorism(as amended form time to time,the"Executive Order");(ii)owned or controlled by, or
acting for or on behalf of, any person or entity that is listed in the annex to, or is otherwise subject
to the provisions of, the Executive Order; (iii) with whom a party is prohibited from dealing or
otherwise engaging in any transaction by any terrorism or money laundering legal requirements,
including the so-called PATRIOT Act and the Executive Order; (iv) that commits, threatens,
conspires to commit, or supports "terrorism"as defined in the Executive Order; (v)that is named
as a "specifically designated national"or"blocked person" an the most current list published by
the U.S. Treasury Department Office of Foreign Assets Control at its official website or at any
replacement website or other replacement official publication of the list or is named on any other
U.S. or foreign government or regulatory list maintained for the purpose of preventing terrorism,
money laundering, or similar activities; (vi) that is covered by any other law, regulation, or
executive order relating to the imposition of economic sanctions against any country, region, or
individual pursuant to United States law or United Nations resolution; or(vii) that is an affiliate
(including any principal, officer, immediate family member, or close associate) of a person or
entity described in one or more of clauses(i)through(vi) of this definition of Prohibited Person.
14. Default and Remedies.
14.1 Default by Tenant--Material. If Tenant(i)defaults in the payment of Base Rent,
Additional Rent or any other charges due of Tenant under this Lease (a"Monetary Default'), or
(ii) if any insolvency proceedings are filed against Tenant that are not discharged within sixty
(60)days of filing (a"Non-Monetary Material Default"),Landlord shall promptly notify Tenant
38127530 ARC.31Q95.13a342

in writing. As used in this Lease,a Monetary Default and a Non-Monetary Material Default may
be referred to individually and collectively as"Material Default". If Tenant fails to cure a Material
Default within ten(10)business days after receipt of such notice, Landlord shall have the right to
exercise one of the following remedies:
14.1.1 Collect Rent No Termination. Landlord may terminate Tenant's
possession of the Leased Premises by any lawful means,without termination of the Lease,
and have the right to collect Base Rent,Additional Rent or any other charges as they come
due. During the period Tenant is in Material Default, Landlord can enter the Leased
Premises and relet all, or any part of the Leased Premises, to third parties for Tenant's
account. Reletting can be for a period shorter or longer than the remaining Lease Term.
Tenant shall pay to Landlord the Base Rent,Additional Rent or any other charges due under
this Lease as the obligation arises, less all compensation Landlord receives from any
reletting. After a Material Default and for as long as Landlord does not terminate the Lease,
Tenant's right to assign or sublet the Leased Premises shall be preserved.
14.1.2 Landlord Terminates. Landlord may terminate the Lease by any lawful
means and Tenant shall surrender possession of the Leased Premises to Landlord, No act
by Landlord other than giving written notice to Tenant shall terminate this Lease. Upon
Landlord's written termination,Landlord shall be entitled to recover from Tenant the total
amount of unpaid Base Rent,Additional Rent and other charges due as of the termination
date.
14.2 Default by Tenant—Non Material. If Tenant defaults in the performance of any
other term, covenant or condition of this Lease that is not considered a Material Default
(collectively, a "Nan-Material Default"), Landlord shall promptly notify Tenant in writing. If
Tenant fails to cure the Non-Material Default within thirty(30)days after receipt of such notice,
or if such default is of a character as to require more than thirty(30) days to cure and Tenant fails
to commence to cure within thirty (30)days after receipt of the default notice and thereafter to
diligently proceed to cure such default,then, in either event, Landlord may cure such default and
Tenant shall promptly reimburse Landlord for any expenses incurred by Landlord.A Non-Material
Default shall not cause the forfeiture of this Lease or of Tenant's right of possession.
14.3 Default by Landlord.
I4.3.1 Default-General. if Landlord defaults in the performance of any of the
terms, covenants, and conditions of this Lease, Tenant shall promptly notify Landlord in
writing. If Landlord fails to cure a default within thirty(30)days after receipt of the notice,
or if the default is of a character as to require more than thirty (30) days to cure and
Landlord fails to commence to cure within thirty (30) days after receipt of notice and to
diligently proceed to cure the default, then, in either event, Tenant may, at its option:
(i)cure the default and setoff or deduct any expense so incurred by Tenant from the Base
Rent, Additional Rent,or any other charges otherwise due; and/or(ii)terminate this Lease
by written notice to Landlord, which termination will be effective as of the date set out in
this written notice;and/or(iii)bring an action against Landlord,at law or in equity,arising
out of the breach. Notwithstanding anything herein to the contrary, should a Landlord
default create a material condition at the Leased Premises that presents an imminent risk
38127530 ARC.3l095.110342

to person or property, or should a Landlord default materialIy impair Tenant's ability to
operate,Tenant may notify Landlord in writing and should Landlord fail to commence cure
within three (3) business days after receipt of such notice, Tenant may immediately
exercise the remedies set forth above, without further notice. Failure of Landlord to pay
or reimburse any sums due Tenant under this Lease shall constitute a default by Landlord.
14.3.2 Default-Specific. The remedies upon default described in Section 14.3.1
above will apply where a specific remedy for a breach or default has not been otherwise
established in the Lease.
14.4 No Continuous Operation. Notwithstanding anything to the contrary in this Lease,
so long as Tenant has paid and continues to pay on a timely basis all monetary sums required under
this Lease and to observe all other applicable obligations of Tenant under this Lease,Tenant shall
not be in default if Tenant fails to construct or vacates the Leased Premises,and Tenant shall have
no obligation to open for business or to continuously operate the Leased Premises.
14.5 Limitation of Damages. Notwithstanding anything in this Lease or any rights
otherwise granted pursuant to applicable law to the contrary, if Landlord defaults or is in breach
of any of the terms,covenants,and conditions of this Lease to be observed,honored,or performed
by Landlord,Tenant shall look solely to the estate and property of Landlord in the Leased Premises
and the rents and proceeds therefrom and to the proceeds of any applicable insurance maintained
by Landlord for the collection of any judgment (or any other judicial procedures requiring the
payment of money by Landlord), and no other property or assets of Landlord shall be subject to
levy, execution, or other procedures for satisfaction of Tenant's remedies. Further, neither
Landlord nor Tenant shall be liable to the other for any consequential, speculative, punitive or
exemplary damages of any nature or for any damages for mental or emotional distress or fear of
injury or disease.
15. Additional Material Provisions.
15.1 Assignment & Subletting. Tenant may sublet all or any part of the Leased
Premises, or assign the Lease to any person or entity for any lawful purpose, so long as Tenant is
not in default of any provision of this Lease beyond any applicable notice and cure period(s) and
so long as the subtenant or assignee, as applicable, agrees (in the case of a sublease)to be bound
by or (in the case of an assignment) assume all obligations of the Lease. No subletting or
assignment shall relieve Tenant of its obligations under the Lease to Landlord in the event of an
uncured default by the subtenant or assignee. Tenant shall endeavor to give Landlord written
notice within thirty (30)days of any subletting or assignment, but Tenant's failure to do so shall
not constitute a breach of this Lease nor invalidate the sublease or assignment. Landlord shall give
similar written notice of any sale or assignment of its interest in this Lease to Tenant. The notice
by either party shall include appropriate documentation evidencing the sale or assignment,
including,but not limited to,copy of the recorded deed, copy of the assignment of lease, and a W-
9 form(if applicable).
15.2 Preemptive Purchase Rights.
38127530.ARC.31095M0342

15.2.1 Right of First Offer. If, at any time during the Lease Term, Landlord
wishes to sell all or any part of the Leased Premises (the applicable area of the Leased
Premises described above being called the "Sale Parcep'),Landlord shall first offer to sell
the Sale Parcel to Tenant at a price specified by Landlord. Tenant shall have a period of
thirty (30) days after receipt of the offer to agree to the purchase. If Tenant agrees to
purchase the Sale Parcel at the specified price, Landlord and Tenant shall enter into a
purchase contract providing Tenant with at least forty-five (45)days to conduct due
diligence of the Leased Premises, the ability to object to title, survey and other matters
typical in the sale of commercial real estate, the ability to terminate the purchase contract
during the due diligence period if the Sale Parcel is not acceptable, and providing Tenant
with thirty(30)days after the due diligence period to close the transaction. If Tenant does
not accept Landlord's offer,Landlord shall be free to sell the Sale Parcel to any other party
at the specified price or higher for a period of nine (9) months after the date of the offer
letter from Landlord. If the Sale Parcel is not sold within that period(or if a transaction is
then in escrow,within one year after the date of the offer letter from Landlord), Tenant's
preemptive right of first offer shall be reinstated and Landlord shall be obligated to comply
with this Section prior to any subsequent sale. If Landlord desires to sell the Sale Parcel at
a price lower than the original specified price, Landlord shall offer to sell the Sale Parcel
to Tenant at the lower price,and Tenant may elect to purchase the Sale Parcel in accordance
with this Section. Tenant's failure to exercise this right of first offer in one instance shall
not be a waiver of its right as to any subsequent offers. If the Leased Premises are being
sold or leased as a part of a larger parcel of property,Tenant's rights under this Lease shall
extend only to the purchase or lease of the larger parcel, including the Leased Premises.
15.2.2 Right of First Refusal. If, during the Lease Term, Landlord receives an
unsolicited offer to either purchase the Sale Parcel, or to lease the Leased Premises for a
period of time after Tenant's Lease Term ends, and Landlord desires to accept the offer,
Landlord shall give Tenant immediate notice of the offer, setting forth the name and
address of the proposed purchaser or lessee, with a full disclosure of all of its terms and
conditions. Tenant shall have the exclusive first option to elect to purchase or lease the
Leased Premises upon those same terms and conditions as the unsolicited offer (but
excluding any brokerage commission that Landlord would not be obligated to pay) for a
period of thirty (30) days afterwards. No sale, lease, or transfer of title to the Leased
Premises of the type described above shall be binding on Tenant unless and until Landlord
fully complies with these requirements. Tenant's failure to exercise this right of first
refusal in one instance shall not be a waiver of its right as to any subsequent offers. If the
Leased Premises are being sold or leased as a part of a larger parcel of property,Tenant's
rights under this Lease shall extend only to the purchase or lease of the larger parcel,
including the Leased Premises.
15.3 Notices. Every notice, demand or request (collectively "Notice") required
hereunder or by law to be given by either party to the other must be given in writing by(a)personal
delivery, (b) reputable overnight delivery service with proof of delivery, (c) United States Mail,
postage prepaid,registered or certified mail,return receipt requested,or(d)for Notices given prior
to the Commencement Date,email transmission. A Notice sent in accordance with the foregoing
is deemed to be given on the day that such Notice is sent or transmitted, and is deemed to be
received on the day such Notice is actually received,on the first attempted delivery or acceptance
38127530 ARC.31095730342

of delivery is refused,as applicable. Every Notice must be sent,delivered,or emailed(but only if
sent prior to the Commencement Date), as applicable, to the intended addressee at the primary
address set forth in the Specific Provisions, or to such other address or to the attention of such
other Person as the addressee shall have designated by written notice sent in accordance herewith.
Notices shall also be sent to the "with copy to" addressees set forth in the Specific Provisions,
provided,however,that delivery to such addressees alone does not constitute compliance with this
Section 15.3.
15.4 Subordination. Provided that Tenant has received, in substantially the form
attached hereto as Exhibit`°F", a non-disturbance agreement containing provisions recognizing
Tenant's right to quiet possession of the Leased Premises and the other rights,benefits,privileges,
and remedies specified in this Lease, Tenant agrees that this Lease shall be subordinate to any
deeds of trust, deeds to secure debt, or mortgages that may now exist or in the future, may be
placed upon the Leased Premises,to any and all advances made or to be made under them, and to
the interest on all obligations secured by the Leased Premises,and to all renewals,replacements,
and extensions of them; however, for this subordination to be effective, the beneficiary or
mortgagee in any deeds or mortgages must first have executed a non-disturbance agreement in
substantially the form attached hereto as Exhibit"F"in which the holder of the mortgage or deed
of trust recognizes this Lease and the rights of Tenant under this Lease in the event of judicial or
non judicial foreclosure if Tenant has not committed and failed to cure any Material Default. If
any beneficiary makes a written election to have this Lease superior to its deed of trust or mortgage
and gives notice of its election to Tenant, then this Lease shall be superior to the lien of any
applicable deed of trust or mortgage, whether this Lease is dated before or after the deed of trust
or mortgage.
15.5 Estoppel Certificates. Landlord or Tenant shall at any time and from time to time,
upon not less than thirty (30) days' prior written notice from the other, execute and deliver a
statement to the requesting party and their designee (i.e., lender, potential purchaser, subtenant,
etc.)in writing,in a form reasonably acceptable to the other,certifying to the other that this Lease
is unmodified and in full force and effect(or, if there have been modifications,that the Lease has
been modified and is in full force and effect as so modified),and the dates to which any Base Rent
or Additional Rent and any other charges or payments have been paid in advance, whether the
Lease has been assigned and/or the Leased Premises sublet, and any other factual statements
typically required of a landlord or tenant (as applicable) in a similar commercial transaction so
long as such statements do not modify this Lease or increase Tenant's obligations or liabilities
under this Lease; provided,however, that in no event shall Tenant be required to certify that it or
the Leased Premises is compliance with any federal,state or local laws,regulations,ordinances or
rules. Any statement delivered pursuant to the prior sentence may be relied upon by the requesting
party,
15.6 Title Insurance, Effective as of the Commencement Date,Tenant shall obtain from
the Title Company, at Tenant's expense, an extended ALTA or similar extended leasehold title
insurance policy from the Title Company(or another affiliated company acceptable to Tenant with
zoning, survey and specific access endorsements), insuring Tenant's leasehold interest against
disturbance, in an amount equivalent to the undiscounted sum of all Base Rent payments to be
made during the Primary Term, or other amount acceptable to Tenant in its sole discretion but
38127530 ARC.31095130342

subject to the approval of the Title Company. Landlord shall cooperate with all reasonable
requirements of the Title Company to issue such insurance policy.
15.7 Memorandum ojLease. Landlord and Tenant shall execute and deliver to the Title
Company for recording in the land records of the county where the Leased Premises is located,
and at Tenant's cost, a Memorandum of Lease in substantially the form attached hereto as
Exhibit"C", indicating the existence of the Lease with respect to the Leased Premises, the
Restricted Area,the existence of Tenant's preemptive rights to purchase or lease,and other matters
reasonably required by Tenant to protect its interests under this Lease. This Lease shall not be
recorded.
15.8 Quiet Enjoyment,Inspection. So long as Tenant is not in Material Default under
the terms and conditions of this Lease, Tenant may peaceably and quietly enjoy the Leased
Premises during the Lease Term. Landlord shall have the right to enter the Leased Premises at
reasonable times and with reasonable advance notice during the last six {5} months of the Lease
Term to post"for sale"or"for lease"signs and to show the Leased Premises to prospective buyers
or tenants.
15.9 Liens.
15.9.1 If any non-consensual lien or encumbrance is filed or placed upon the
Leased Premises and the lien or encumbrance is not caused by any act or omission of
Tenant and if the lien or encumbrance could result in the termination of Tenant's leasehold
interest,Landlord shall promptly commence to satisfy the lien or encumbrance and have it
released. if Landlord fails to satisfy and have released the lien or encumbrance, then
Tenant shall have the right, in addition to all other remedies available at law or in equity,
to satisfy the lien or encumbrance and offset Tenant's future rental obligations by 125%of
the amount of the lien or encumbrance plus Tenant's reasonable costs.
15.9.2 Tenant shall keep the Leased Premises free and clear of mechanics' and
materialmen's liens; however, if any lien is filed, Tenant shall either promptly bond or
discharge the lien or it may contest the lien in goad faith.
15.10 ConsentlDuty to Act Reasonably. Any time the consent of Landlord or Tenant is
required under the Lease, the consent shall not be unreasonably withheld,conditioned or delayed,
unless a different standard for review or response is specified in the Lease. Whenever the Lease
grants Landlord or Tenant the right to take action, exercise discretion, establish rules and
regulations, or make allocations or other determinations, Landlord and Tenant shall act in a
commercially reasonable manner and take no action that might result in the fntstration of the
reasonable expectations of a sophisticated landlord and sophisticated tenant concerning the
benefits to be enjoyed under the Lease. Landlord and Tenant further covenant to take all further
actions reasonably requested by the other to effectuate the provisions of this Lease.
3812753v7.ARC 31095.T30342

16. General Conditions.
16.1 Brokers. Landlord and Tenant each warrants and represents to the other that,
except for Tenant's Broker who represents Tenant in this transaction,and Landlord's Broker,who
represents Landlord in this transaction, they have not had any dealing with any other real estate
brokers or agents in connection with the negotiation of this Lease. All commissions or fees owed
to Tenant's Broker and Landlord's Broker shall be paid by Landlord in accordance with separate
written agreements_ Any other claims for commissions or fees made against any party in
connection with this Lease transaction shall be handled and paid by the party whose actions form
the basis of the claims, who shall indemnify,defend,and hold harmless the other party,on written
demand,for,from,and against all other claims for commissions or fees. The indemnity obligations
of this Section shall survive any expiration or termination of this Lease.
16.2 Cancellation of Previous Agreements. This Lease cancels and supersedes, as of
the Commencement Date,any lease or other written agreement(including letters of intent)of prior
date between the parties or their predecessors in interest on or with reference to the possession of
the Leased Premises and covers all the covenants, stipulations,and provisions agreed upon by the
parties. No employee,agent,or representative of Tenant has authority to change, modify, or alter
the terms of this Lease, except by written instrument executed upon and with the same authority
as this Lease,and neither party is or will be bound by any inducement, statement, representation,
promise, or agreement not contained in this Lease or as a proper amendment.
16.3 Binding Effect. This Lease shall not be binding upon Landlord or Tenant until
Landlord and Tenant both shall have executed and delivered the Lease.
16.4 Interpretation, The language in all parts of this Lease shall be construed according
to its normal and usual meaning, and not strictly for or against either Landlord or Tenant. If there
is any claim of ambiguity in or dispute regarding the meaning of the language of the Lease,
Landlord and Tenant shall be deemed to have jointly drafted this Lease and each provision so that
the Lease shall not be construed against either party as the drafter. Prior drafts of this Lease or of
any disputed provision shall have no effect in construing this Lease or any provision.
16.5 Severability. Landlord and Tenant covenant and agree that, if any term, covenant,
condition, provision, or agreement of this Lease is held to be invalid or void by any court of
competent jurisdiction, the invalidity of any term, condition, covenant, provisions, or agreement
shall not affect any other term, covenant, condition,provision,or agreement in this Lease.
16.6 SingularMural. Whenever the singular is used in this Lease as required by the
context,the reference shall include the plural,and the masculine gender shall include the feminine
and neuter genders, and the word"person"shall include corporation, firm or association.
16.7 Headings. The marginal headings or titles to the Sections of this Lease are not part
of this Lease and shall have no effect upon the construction or interpretation of any part of this
Lease.
38127530 ARC.31095.T30342

16.8 Entire Agreement & No Oral Modification. This instrument, including all
attached exhibits, contains all of the agreements and conditions made between the parties to this
Lease and may not be modified orally or in any other manner other than by an agreement in writing
signed by Landlord and Tenant or their respective successors in interest.
16.9 Successors&Assigns. Subject to the terms and conditions of Section 15.1 above,
the terms and provisions of this Lease shall be binding upon and inure to the benefit the heirs,
executors,administrators,successors, and assigns of Landlord and Tenant.
16.10 No Third-Party Beneficiaries. Nothing in this Lease, whether expressed or
implied,is intended to confer any rights or remedies under or by reason of this Lease on any person
(including without limitation any broker, finder,or agent of either party)other than the parties to
this Lease and their respective successors and assigns, if any,nor shall any provision in this Lease
give any third parties the right of subrogation or action against any party to this Lease.
16.I1 Authority to Execute. Landlord and Tenant covenant that each individual
executing this Lease by and on behalf of the party is a person duly authorized to execute this Lease
for that party and bind the party according to the terms of this Lease.
16.12 Force Majeure. Neither party shall be required to perform any term, covenant,or
condition of this Lease so long as the performance or bargained for benefit under this Lease is
delayed or prevented by "Force Majeure Events" constituting any acts of God, strike, lockout,
material or labor shortage or restriction,civil riot, enemy action,war, acts of terrorism,pandemic,
epidemic, civil commotion, moratorium, actions of a Governing Authority, and any other cause
not reasonably within the control of the party and which by the exercise of due diligence the party
is unable, wholly or in part, to prevent or overcome. The occurrence of a Force Majeure Event
will extend day-to-day the relevant date in question but only if,within ten(10)business days after
the end of the event causing the delay,the party seeking the delay notices the other party in writing
of the nature of the cause for the delay and the actual extension requested. For the avoidance of
doubt, the foregoing shall apply to and extend any period of time set forth in this Agreement
regarding the Investigation Period, the Governmental Approval Period, and the Construction
Period.
16.13 Attorneys'Fees & Costs. If legal action arises between Landlord and Tenant to
enforce any of the provisions and/or rights under this Lease,the substantially prevailing party shall
be entitled to recover its costs and expenses, including attorney's fees, from the other party.
16.14 Governing Law. This Lease and all of its provisions shall be construed in
accordance with the laws of the state where the Leased Premises are located.
16.15 No Waiver, The waiver by Landlord or Tenant of any violation on the part of the
other shall not be construed as a waiver of any subsequent violations.
16.16 Counterparts. This Lease and any amendments may be executed in any number of
original or telecopy counterparts, each of which will be effective on delivery and all of which
together will constitute one binding agreement of the parties. Any signature page of the Lease
may be detached from any executed counterpart of the Lease without impairing the legal effect of
3812753v7.ARC.31095.T30342

any signatures and may be attached to another counterpart of the Lease that is identical in form to
the document signed(but that has attached to it one or more additional signature pages).
16.17 WAIVER OF JURY TRIAL. LANDLORD AND TENANT HEREBY
KNOWINGLY,VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER
MAY HAVE TO A TRIAL, BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LEASE
AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION
HEREWITH,OR ANY COURSE OF CONDUCT,COURSE OF DEALING,STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO
THIS LEASE.
16.18 Calculation of Time Periods. Should the calculation of any of the various time
periods provided for herein result in an obligation becoming due on a day occurring on a Saturday,
Sunday or U.S. Federal Reserve Bank holiday, then the due date of such obligation or scheduled
time of occurrence of such event shall be delayed until the next business day. For purposes of
calculating additional time periods following such due date, any such extended time period shall
thereafter be deemed to have expired on the extended due date, and not the due date of original
expiration before taking into account the weekend or Iegal holiday. As used herein, if a day is to
be considered a"calendar day"(any day of the week,month or year)unless otherwise specified as
a "business day" (the days between and including Monday to Friday and not including public
holidays and weekends).
[Signatures on Next Page(s)]
3 8127530.ARC,31095.710342

Landlord and Tenant have duly executed this Lease,to be effective as of the Effective Date.
LANDLORD:
SNT INVESTMENTS,LLC
A North Carolina limited liability company
By: A-
Name: 1 L L
Title:
TENANT:
CIRCLE K STORES INC., l
a Texas corporation J
By:
Title:
38127530-ARC,3 l U9 5.T3 Q342

TITLE COMPANY'S ACCEPTANCE
the Title Company hereby: (i) acknowledges receipt of the Lease executed by Landlord
and Tenant,(ii)agrees to be bound by the provisions and perform the obligations hereof applicable
to the Title Company, if any, and (iii) declares that the Effective Date
is February 17 ,20 23 (the"Effective Date').
First American Title Insurance Company
By, Al u.i, Ofte*v
Name: Alicia Otten
Title: Escrow Manager
I
38327530 ARC.3l095M0342

EXHIBIT"A-1"
TO
GROUND LEASE
(Legal description and/or depiction of Leased Premises)
Tract One:
BEING all of that 3.18 acres tract shown as Tract 2 on map entitled "Recombination Survey for;
Lehman Tart and Casper Tart, Jr., and Dorothy T. Warren and South McCullen Road Limited
Partnership"prepared by Joyner Piedmont Surveying dated November 20, 2003 and recorded in
Map Book 2006, page 61 Harnett County Registry. Reference to said map is hereby made for a
greater certainty of description.
Tract Two:
BEING all of Parcel B containing .90 acres according to that plat entitled"Recombination Survey
for Dorothy T. Warren & South McCullen Road, Limited Partnership", prepared by Joyner
Piedmont Surveying, dated December 28, 2011 and recorded in Map Book 2011, page 724-725,
Harnett County Registry. See said plat reference for a greater certainty by metes and bounds.
3812753v7.ARC.31095.T30342

EXHIBIT"A•-2"
TO
GROUND LEASE
(Site Plan for Leased Premises)
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SITE DATA:
F on��...
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7 ;rrv1�M .. •-+ �•' '� MAO�Pi/IRWW � ww.w•m
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��r= H o av +m Cap 1A of
38127530 ARC.31095.T303G2

EXHIBIT«B»
TO
GROUND LEASE
INTENTIONALLY DELETED
3812753v7.ARC.3I D95.730342

EXHIBIT"C"
TO
GROUND LEASE
INTENTIONALLY OMITTED
38127530 ARC M95730342

EXMBIT "D"
TO
GROUND LEASE
(Delivery Date Agreement)
DELIVERY DATE AGREEMENT
This Delivery fate Agreement ("Agreement") is entered into by and between
("Landlord") and Circle K Stores Inc. ("Tenant") to evidence the
delivery date of the Leased Premises, as described in that certain lease dated
20 between Landlord and Tenant for property located at
(the "Lease"), Capitalized terms not defined in this
Agreement shall have the meaning set forth in the Lease.
Section 3.1 of the Lease provides that Landlord shall deliver possession of the Leased
Premises to Tenant upon the satisfaction or waiver by Tenant of the Delivery Date Conditions.
The Lease also requires Landlord and Tenant to execute this Agreement evidencing the Delivery
Date.
As required by the Lease,Landlord and Tenant agree that the Delivery Date of the Leased
Premises is , 20
The parties have caused this Agreement to be executed as of the respective dates below.
Landlord: Tenant:
a Circle K Stores Inc.,
a Texas corporation
By: [EXHIBIT ONLY] By: (EXHIBIT ONLY]
Name: Name:
Title: Title:
Date: Date:
3812753v7.ARC.31 fl95.T3 a342

EXIHBIT"E"
to
GROUND LEASE
COMMENCEMENT DATE AGREEMENT
This Commencement Date Agreement ("Agreement") is entered into by and between
("Landlord") and CIRCLE K STORES INC. ("Tenant)to
evidence the commencement date of that certain lease dated 20_ between
Landlord and Tenant for property Iocated at (the "Lease").
Capitalized terms not defined in this Agreement shall have the meaning set forth in the Lease.
The Lease provides that the Primary Tenn of the Lease commences on the first day of the
first calendar month following the earlier to occur of: (i)the date Tenant opens for business in the
Leased Premises; or(ii) the date that is one hundred fifty (150) days after the expiration of the
Govenunental Approval Period, as extended. The Lease also requires Landlord and Tenant to
execute this Agreement evidencing the Commencement Date,
As required by the Lease,Landlord and Tenant agree that the Commencement Date(as so
defined in the Lease) is ,20�
The parties have caused this Agreement to be executed as of the respective dates below.
Landlord: Tenant:
,a Circle K Stores Inc.,
a Texas corporation
By: [EXHIBIT ONLY] By: [EXHIBIT ONLY]
Name: Name:
Title: Title:
Date: Date:
381275M ARC.31095.T30342

EXHIBIT "F"
to
GROUND LEASE
(NEW FACILITY)
When recorded,return to:
Circle K Stores Inc.
Attention: Real Estate Administration
1100 Situs Ct,,Ste. 100
Raleigh,NC 27606
Store No.
SUBORDINATION,NON-DISTURBANCE AND ATTORNM ENT AGREEMENT
THIS SUBORDINATION,NON-❑ISTURBANCE AND ATTORNMENT AGREEMENT
(the"Agreement")is made and entered into by and among , whose mailing address is
("Landlord"), ,whose mailing address is
("Lenders') and CIRCLE K STORES INC., a Texas corporation, whose mailing address is
("Tenant').
RECITALS:
A. and are parties to a lease dated
as amended (the "Lease"), for the land located at
and legally described on the attached Exhibit A(the"Premises"); and
B, Lender has agreed to make a loan to Landlord,which loan is to be secured by a realty
mortgage,deed of trust or other security instrument(the"Mortgage")encumbering the Premises;and
C. Lender and Tenant desire to provide for, among other matters, the subordination of
the lien of Tenant's leasehold interest in the Premises to the lien of the Mortgage and the non-
disturbance of Tenant's enjoyment,use and occupancy of the Premises.
NOW, THEREFORE, in consideration of the mutual covenants and representations
hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged,the parties hereby agree as follows:
3812753YT ARC 31095 X30342

1. SUBORDINATION. The Lease and all of its terms and the Iien of Tenant's leasehold interest
and estate in the Premises created by the Lease shall be at all times hereafter subject to and subordinate
to the Mortgage and to all renewals,modifications,replacements and extensions thereof with the same
force and effect as if the Mortgage had been executed, delivered and recorded prior to the execution
and delivery of the Lease. The lien of the Mortgage shall not, however, encumber any of Tenant's
trade fixtures,equipment,inventory,personal property,Tenant's Improvements or Facilities teach as
defined in the Lease)located at the Premises.
2. NON-DISTURBANCE AND RECOGNITION. Notwithstanding any provision in the
Mortgage to the contrary, Lender agrees that in the event of a foreclosure of the Mortgage or other
similar proceeding against Landlord that so long as Tenant is not in default under the Lease beyond
any applicable notice and cure periods and continues to pay rent and otherwise comply with the terms
and conditions of the Lease,then the Lease shall remain in full force and effect and Tenant's right to
possession of the Premises will not be disturbed during the original term of the Lease or any renewal
thereof, If any action or proceeding is commenced by Lender for the foreclosure of the Mortgage
or the sale of the Property,Tenant shall not be named as a party therein unless such joinder shall
be required by law,provided,however,such joinder shall not result in the termination of the Lease
or disturb the Tenant's possession or use of the premises demised thereunder,and provided further
that Lender shall defend and indemnify Tenant against all costs and expenses of such foreclosure
action, including Tenant's reasonable attorneys' fees.
3. ATTORNMENT BY TENANT. In the event that Lender or any other purchaser at a
foreclosure or public or private sale(or by agreement in lieu thereof),or any successor-in-title to any
of them ("New Owner") acquires title to the Premises,Tenant shall attom to such New Owner and,
so long as Tenant is not in default under the Lease beyond any applicable cure period,the Lease shall
continue in full force and effect as a direct lease between Tenant and such New Owner upon all of the
terms and conditions contained therein;provided,however, that New Owner shall not be:
3.1. liable for the failure of any prior landlord (any such prior landlord, including
Landlord and any successor landlord,being hereinafter referred to as a"Prior Landlord")
to perform any of its obligations under the Lease which have accrued prior to the date on
which New Owner shall become the owner of the Premises, provided that the foregoing
shall not limit New Owner's obligations under the Lease to correct any conditions that (i)
existed as of the date New Owner shall become the owner of the Premises and(ii)violate
New Owner's obligations as IandIord under the Lease;provided further,however,that New
Owner shall have received written notice of such omissions, conditions or violations and
has had a reasonable opportunity to cure the same, all pursuant to the terms and conditions
of the Lease;
3.2. subject to any offsets, defenses, abatements or counterclaims which shall have
accrued in favor of Tenant against any Prior Landlord prior to the date upon which New
Owner shall become the owner of the Premises, unless written notice of the same shall
have been given by Tenant to Lender and to Prior Landlord in accordance with the Lease
and this Agreement. New Owner will not be held liable for any consequential damages for
defaults of any Prior Landlord. In the event New Owner acquires title or right of possession
of the Premises, Tenant acknowledges and agrees that the liability of such New Owner
3812753 v7.ARC.31095.T30342

under the Lease shall be limited to its interest in the Premises and the rents, income and
profits therefrom;
3.3. liable for the return of rental security deposits, if any, paid by Tenant to any Prior
Landlord in accordance with the Lease unless such sums arc actually received by New
Owner;
3.4. bound by any payment of rents, additional rents or other sums which Tenant may
have paid more than one (1) month in advance to any Prior Landlord unless (i)such sums
are actually received by New Owner or (ii) such prepayment shall have been expressly
approved of by New Owner;and
3.5. bound by any agreement terminating or amending or modifying the rent, term,
commencement date or other material term of the Lease,or any voluntary surrender of the
premises demised under the Lease, made without Lender's or New Owner's prior written
consent prior to the time New Owner succeeded to Landlord's interest.
4. MISCELLANEOUS
4.1. Primacy of Agreement. In the event of any conflict or ambiguity between the
provisions of this Agreement and those of the Mortgage,this Agreement shall be controlling
in all respects. No provision herein shall be deemed an amendment or modification of any
provision of the Lease.
4.2. Notices. Any notice required to be given herein shall be in writing and shall be
delivered by hand,mailed by first class mail,postage prepaid,telecopied or sent by overnight
courier to the addresses set forth at the beginning of this Agreement. Any such notice shall
be deemed to be received: (a) if delivered personally, on the date of such delivery; (b) if
mailed, on the third business day following trailing; (c) if by facsimile, on the date of
transmission; or(d) if sent by overnight courier, on the first business day following delivery
to courier.
4.3. Attorneys Fees. In the event any party employs legal counsel to enforce or sue for a
breach or anticipated breach of any provision of this Agreement,the prevailing party shall be
entitled to recover all fees, charges, costs and expenses (including, without limitation,
reasonable attorneys' fees and disbursements)incurred in connection therewith.
4.4. Authori . Landlord, Tenant and Lender each represent and warrant that they have
full power,right and legal capacity,and have received all necessary authorizations to execute
this Agreement and to perform fully hereunder.
4.5. Entire ApXeement -Amendments. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof; all prior or contemporaneous
promises and understandings related thereto having been superseded hereby. No provision of
this Agreement may be amended, canceled, deleted or supplemented except by a writing
signed by all of the parties.
3 S 12753v7.ARC.3la95.T36342

4.6. Construction. If any party consists of more than one person, then their obligations
hereunder shall be joint and several. This Agreement is a negotiated document,and the parties
have had the opportunity to have it reviewed by counsel. It reflects the "reasonable
expectations"of the parties and as such,it shall be construed according to its fair meaning and
without application of any drafting rule or presumption.
4.7. Govemin Law; Successors and Assigns. This Agreement and the rights and
obligations of the parties hereunder shall be governed by, and construed and interpreted in
accordance with, the laws of the State where the Premises are located, shall run with the
Premises and shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
4.8. Counterparts. This Agreement may be executed in counterparts,and any counterpart
containing original signature pages of all parties shall constitute an original Agreement for all
purposes.
4.9. Recordation. Lender may, at its sole cost and expense,record this Agreement in the
Official Records of County,State of and shall thereupon deliver
a copy of such recorded Agreement to Tenant at the above address.
4.10. Notice to Lender and Right to Cure. Following receipt of written notice from
Landlord that the Mortgage has been recorded and is in effect,with Lender's notice address
included in such notice, Tenant agrees to notify Lender of any default on the part of
Landlord under the Lease which would entitle Tenant to cancel or terminate the Lease or
to abate or reduce the rent payable thereunder, and Tenant further agrees that,
notwithstanding any provisions of the Lease, no cancellation or termination of the Lease
and no abatement or reduction of the rent payable thereunder shall be effective unless
Lender has received notice of the same and has failed within thirty(30)days after Lender's
receipt of said notice to cure the default which gave rise to the cancellation or termination
of the Lease or abatement or reduction of the rent payable thereunder,provided that if the
circumstances are such that said default cannot reasonably he cured within such thirty(30)
day period and Lender has commenced to cure such default within such period and is
diligently pursuing such cure, Lender shall have such additional period of time as may be
reasonably necessary to cure such default. Notwithstanding the foregoing, Lender shall
have no obligation to cure any default by Landlord.
3 8127$3 v7.ARC.31 095.T30342

IN WITNESS VIFIEREOF,the parties have executed this Agreement.
TENANT: CIRCLE K STORES INC.
By: [EXHIBIT ONLY]
Name:{Officer_ )
Its: Title
Date:
State of }
)ss.
County of }
The foregoing Agreement was acknowledged before me this day of , 20
by the of CIRCLE K STORES INC.,a Texas corporation,on behalf of
said corporation.
Notary Public
Commission Expires
3812753YTARG.31091.T34342

LANDLORD: LANDLORD NAME ALL CAPS
By: [EXHIBIT ONLY]
Name:
Its:
Date:
State of_ )
SS.
County of
The foregoing Agreement was acknowledged before me this y day of , 20_by
the of a , on behalf of the
Notary Public
Commission Expires
381275W ARC.3149SX30342

LENDER:
By: [EXHIBIT ONLY]
Name:
Its:
Date:
State of_ }
)ss.
County
The foregoing Agreement was acknowledged before me this day of ,24 by
the of — , a , on behalf of the
Notary Public
Commission Expires
3812753v7.ARC31495,T30342

Stare No.
EX1FIrBIT"A"(to SNDA)
LEGAL DESCRIPTION
3812753v7,ARC31095.T30342

EXHMIT=`G"
TO
GROUND LEASE
(Memorandum of Lease)
WHEN RECORDED, RETURN TO:
Circle K Stores Inc.
Attn: Property Management
MEMORANDUM OF LEASE
This Memorandum of Lease("Memorandum")is entered into by and between CIRCLE K
STORES INC,, a Texas corporation, located at
("Tenant'), and , located at ("Landlord"), to
evidence the existence of a commercial lease containing the term described below (as amended
from time to time,the"Lease")between Landlord and Tenant.
Effective Date: ,20
Description of Leased Premises: That certain real property located at
as legally described on the attached Exhibit A.
Commencement Date: 720
Primary Term: { j years and C--)
months.
Renewal Options: consecutive terms for up to years each
Preemptive Rights to Purchase or Lease: The Lease grants Tenant the preemptive right
to purchase the Leased Premises on certain terms and conditions. The Lease also grants Tenant
the preemptive right to lease the Leased Premises after the expiration or termination of the Lease.
Restrictive Covenants: The Lease restricts certain uses on Landlord's properties within
one mile of the Leased Premises.
38127530 AKC.31095.130342

Other Terms:
The purpose of this Memorandum is to give record notice of the Lease (copies of which
are held by and may be obtained from Landlord and Tenant at their respective addresses stated
above) and of the terms and conditions of, and the rights created by the Lease, all of which are
confirmed by Landlord and Tenant and incorporated into this Memorandum. The Lease may be
amended from time to time,but neither Landlord nor Tenant assumes any responsibility to update
this Memorandum to reflect any Lease amendments.
This Memorandum may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same instrument.
[remainder ofpage intentionally left blank]
I
i
3812753 v7.ARC.31045.T'30342

IN V117NESS WHEREOF, Landlord and Tenant have executed this Memorandum as of
the date established in their respective acknowledgements.
Landlord:
By: [EXHIBIT ONLY]
Name:
Title:
State of
}ss.
County of }
On this day of 24 ,before me,the undersigned,
a Notary Public in and for said State, personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence)to be the person
whose name is subscribed to the within instrument, and acknowledged to me that he/she/they
executed the same in hiAerltheir authorized capacity, and that by his/her/their signature on the
instrument the person,or the entity upon behalf of which the person acted,executed the instrument.
WITNESS my hand and;official seal.
Notary Public
My Commission Expires
38127530 ARC.31095.'r30342

Tenant:
CIRCLE K STORES INC.,
a Texas corporation
By: [EXHIBIT ONLY]
Name:
Title:
State of
5S.
County of
On this day of 20 , before me, the
undersigned, a Notary Public in and for said State, personally appeared
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the of Circle K Stores Inc., a Texas
corporation, who acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity on behalf of the corporation.
WITNESS my hand and official seal.
Notary Public
My Commission Expires
38127SM ARC.31045.T30342

EXHIBIT"A"
TO
MEMORANDUM OF LEASE
(Legal Description of Leased premises)
38127S3v7.ARC.3ID95.130342