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KAPLIN STEWART MELOFF REITER & STEIN PC
By Daniel R Utain, Esquire
Attorney I D No 85619
910 Halvest D1ive
P O Box 3037
Blue Bell PA 19422 0765
(610) 941 2456 Attorneys for Plaintiff
r\-'J
MD MALL ASSOCIATES LLC r '83
t/a MACDADE MALL ASSOCIATES L P COURT OF COMMON PLEAS +-
120 W Germantown Pike Suite 120 DELAWARE COUNTY PA "’ 1:
Plymouth Meeting PA 19462 {a 1“
Plaintiff, NO ' 1, VT
020 £07, 30202 I8213811665\5 05/OI’ZOIS (a
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MACDADE MALL
L E AS E
TABLE OF CONTENTS
ARTICLE 1 INTRODUCTORX PROVISIONS 6
ARTICLE 2 PREMISES LANDLORD S AND TENANT‘S WORK 8
ARTICLE .3 TERM 11
ARTICLE 4 RENT 12
ARTICLE : TAXES AND ASSESSMENTS 14
ARTICLE 6 SERVICES 15
ARTICLE 7 USE OF PREMISES 16
ARTICLE 8 COMMON AREAS 19
ARTICLE 9 RULES AND REGULATIONS 22
ARTICLE 10 CONSTRUCTION W ORK 22
ARTICLE 11 INSURANCE AND INDEMNITY 23
ARTICLE 12 DAMAGE OR DESTRUCTION 26
ARTICLE 13 MAINTENANCE OF PREMISES 27
ARTICLE 14 FIXTURES AND PERSONAL PROPERTY 29
A1RTICLII 15 ASSIGNMENT AND SUBLE’I'I ING 30
ARTICLE 16 DEFAULTS BY TENANT 34
ARTICLE 17 LUXBILITY OF LANDLORD 38
ARTICLE 18 SUBORDINATIQN AND ATTORNMENT :9
ARTICLE 19 ESTOPPEL CERTIFICATES 40
ARTICLE 20 QUIET ENJOYMENT 40
ARTICLE 21 SURRENDER AND HOLDING OVER 40
ARTICLE 22 CONDEMNATION 41
ARTICLE 23 MISCELLANEOUS 42
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SHOPPING CENTER LEASE
MACDADE MALL
THIS SHOPPING CENTER LEASE (the Lease ) is executed and m1de as of
Maid if) 2015 b) and between MACDADE MALL ASSOCIATES LP a
Penns>1vania limited partnership (herein called
Landlord ’) and DOLLAR ZONE OF HOLMES
LLC, a Pennsyh anialimitedliability company (herein called
“Tenant’),Landlord and Tenant
having the following notice addresses on the date ofthis Lease (See Sec
2.) O3)
Landlord MacDade Mall Associates L P
c/o Wolfson Group Inc
120 W Gennantown Pike Suite 120
PlymouthMeeting PA 19462
Attn Ste\enB Wolfson
Telephone No (610) 277 8899 Fax No (610) 277 8880
Tenant Dollar Zone of Holmes LLC
14 Madden Court
Edison NJ 08820
Attn BharalShah
Telephone No (201) 2910182 Fax No (201)291 0831
Tax 1 D No
With a cop) to
Anthony Cerciello, Esq
Levitt 8. Cercie110
Esqs
75 Main Street, Suite 201
PO Box 486
Milibum NJ 07041
Fax No (973) 379 3197
FUNDAMENTAL LEASE PROVISIONS
Certain Fundamental Lease Prmisions ate presented in this Section and represent the agreement
of the parties
heretosubject to further definition and
elaboration
in the respective refcmnced
Sections and else\\here in this Lease
(a) Tenant’s Trade Name one dollar zone! (See Sec 7 01)
(b) Rent Term Five (5) years beginning on the Rent Commencement Date (as hereinafter
defined) and endingon thedate (the“ExpirationDate") “hich is (i)the day immediately
preceding the fifth (5m) annhersar) of the Rent Commencement Date, if the Rent
Commencement Date is the first d3)
of acalendar month or (ii)
the last da)
of the calendar
month in which the fifth (5m) anniversary of the Rent Commencement Date occurs
if the Rent
Commencement Date is any d3) other than the first d8)
of a calendar month (See Sec3 01)
Extension Period Provided that there exists no Event of Default on the part of Tenant
under this Lease at the time of the exercise of the Option to Extend (hereinafter defined)
or at
the commencement of the Extension Period (hereinafter defined), Tenant shall ha\ e the option to
extend (sometimes the “Option to Extend’) the Term fox one (1) period of five (5) )ears (such
extensionperiod ishereinafter referred
toas the “ExtensionPeriod”)on the same terms and
conditionsas specified inthe Lease exceptthatthe ‘Minimum Rent” (hereinafter
defined)
during theExtension Period shallbe as specifiedin Section(g) of theFundamental Lease
Provisions hereinbelow 1f Tenant fails to ghe Landlord written notice of Tenant’s election to
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exercise the Option to Extend at least three hundred Shit)
five (365) days prior to the expiration
of the initial
Term (but no sooner thaneighteen(18) months priorto the expiration
of the
preceding Term)the Option to Extend shall automatically terminate and be of no further force or
effect, it being understood that time is of the essence with respect to the exercise of the Option to
Extend 1n the event of a valid exercise of the Option to Extend,
the ‘Expiration Date” shall
likettise be extended to be the last da)
of the Extension Period if validly exercised pursuant to
the Optionto Extend The foregoingOption to Extend shallbe exercisable
b) the original
Tenant named herein and any assignee pursuant to a Permitted Transfer (as hereinafter defined)
and may not be exercised b) any other assignee or sublcssee of Tenant
(c) Tenant Store Number and Premises Addless C4; 2600 MacDade Blvd ,Ste 56:
Holmes PA 19043
(d) GLA of Premises (See Sec 1 04)
Approximately 7,060 leasable square feet
(9) Plan Approval and Permit Process (See Secs2 03 and 2 04)
Plans Submission Date Within forty
five (4:) dil)$ after the date hereof
(f) Construction Process (See Article 2)
Estimated DeliveryDate June] 2015
Outside Delivery DateSeptember 1, 2015
Construction Commencement Date (See Sec 2 05)
Ten (10) dz) 5’
after (i) the date (the
‘Delix cry Date‘) on
“hieh Landlord delivers the
Plemises to Tenant in the condition set forth in Section 2 02 hereof, and (ii) Tenant’s receipt of
Tenant’s Permits (as hereinafier defined)
Tenant s Consttuction Period One hundred m enty (120) days after the later of (i) the
Delivery Date, or (ii) Tenant’s receipt of Tenant s Permits
(See Sec 2 05)
(9) Minimum Rent (See See4 0.))
Rent Commencement Date
“Rent Commencement Date shallmean the earlier of(i) the date on which Tenant
initially
opens its business to the public in the Premises
or (ii) the calendar date or other specific time set
forth as the Required Opening Date in Section (i) of these Fundamental Lease Prm isions without
regard to any extension thereof by reason of any of the events specified in Section 23 06 hereof
Minimum Rent shall be payable in the following amounts, for the following Rent Years
Annual Amount Per Annual Monthly
Rent \ ear(s) S uare Foot of GLA Minimum Rent Minimum Rent
31830 $1.30 61000 51088417
$1923 $133 905 00 $11 325 42
Enmsé‘f’i‘opemd $70 35 $143 67] 00 $11 972 58
(h) Percentage Rent None (See Sec 4 04)
(i) Reguired Opening Date (See Secs2 06 and 4 02)
One hundred twenty (120) days after the later of (i) the Delivery Date, and (ii) Tenant’s
receipt of Tenant’s Permits
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(9,510 \
(j) Securitx Deposit $27 698 74 (See Sec 16 04)
(k) Certain Other Charges Pa) able by Tenant
Pro Raw Tax Charge (See Sec 3 01)
Estimated as to the first Rent Year to be $2 82 per square foot (including insurance)
Pro Kata CAM Charge (See Sec 8 0.))
Estimated as to the first Rent Year to be $2 84 per square foot (including insurance)
(1) To Whom Rent Pavable
MaeDade Mall Associates L P
(1/0 Wolfson GroupInc
120 W Germantown Pike Suite 120
Plymouth Meeting PA 19462
(m) Use The Premises shall be used as a prototypical
‘one dollar zone!” store as the same is
operated on the date hereof, which includes the retail sale of general merchandise typically sold
at a dollar store similar to stores of such nature as the) exist on the date hereof and consistent in
its inventorywith a majority of other “one dollarzone! stores and for no otheruse
Notwithstanding the foregoing, Tenant acknowledges receiptof the “Title Exceptions
Exclusives and Prohibited Uses” listed on Exhibit ‘ G
attached hereto, and agrees not to use the
Premises in any manner in violation of any such exclusive covenants,
and this Lease is made
under and subject to such exclusive covenants and the other matters set fonh on such Exhibit
(n) Broker Name CBREfFameco
Pm Responsible for Broker’s Commissions Landlord
(o) Guarantor Priti Shah and Bharat Shah
14 Madden Court
Edison NJ 08820
(p) Sigage Tenant shall have the right
at its sole cost and expense
to mount its name sign
in channel lettering on the extemal facade of the Premises (the
Sign ’), provided (1) the Sign is
approved by Landlord in writing prior to any installation thereof, which appiox all
shallnot be
unreasonably withheld, (2) the Sign complies with the signage criteria set forth on Exhibit
‘1”
attached hereto,
(3)the Sign complies “ithlocalcodes,and (4) Tenant obtains
allnecessary
permits and approvals fiom the applicable govemmental authorities
Tenant shall be responsible
at its sole cost and
expense,for maintaining the Sign
in good condition andfor remming the
Sign at the end of the Term and repairing any damage resulting therefrom
(q) Outdoor Container Subject to all applicable law
codes, ordinancesrules, regulations
and governmental approvals, Tenant shall have the right
at its sole cost and expense
to maintain
a closed container that is no larger than two hundred (200) square feet
outside of the Premises in
the location shOWn on Exhibit
‘B1 attached hereto (the ‘ Container ’)
Such Container shall be
used solely for storaae purposes
The appearance of the Container shall be subject to Landlord’s
prior written approval and all
governmental approvals Tenant shall be responsible, at its sole
cost and expense, for maintainingthe Containerin good condition and for remm ing the
Container at the end of the Term and repairing any damage resulting therefrom
Tenant shall be
responsible, at its sole cost and expense, to obtain any and all necessary approvals
permits and
licenses required in connection “ith the use of the Container in accordance herewith
Landlord
shall have no liability to Tenant if Tenant is unable to use the Container for any reason
Tenant
shallindemnify defend and hold Landlord harmlessfrom and againstany and all claims,
liabilities, damages
losses, and expenses (including reasonable attemey’s fees) that arise from or
relate to the Container and/or Tenant 5 use thereof
(r) Permit Contingency
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(A) In the eventTenant, after diligent efforts,
is unable to obtain Tenant’s
Permits
within ninety (90) days afier the date hereof (the ‘ Permits and Approvals Period”), then Tenant
and Landlord shalleach hate the option to terminate this
Lease (the “Permits and Apprm als
Termination Option ) upon writtennoticeto the otherpan) (the “Permits and Approvals
Termination Notice’ ), such notice to be gi\ en no later than the date that the Permits are obtained
(the foregoing date of terminationis hereinreferredto as the Permits and Apprm als
Termination Date") Tenant shall promptly apply for all Permits (but in no ex ent later than fne
(5) davs after Landlord s approval of the Approved Final Plans), and shall thereafter use its best,
good faith efforts
to diligently pursue, and take all actions reasonably necessary
to obtain all of
the Permits which includes,without limitation,
compl)ing “ithall filingrequirements and
responding to the requests and tecommendations of the parties revietxing Tenant’s applications
within five (5)days afterreceipt of such
request orrecommendation Tenant shallprovide
Landlord “ith copies of all applications and other materials submitted to obtain the Pemtits, and
Tenant shallimmediatelv protide a copy
of all Permits recei\ ed by Tenant
Upon Landlord’s
request, Tenant shall
promptly update Landlordon the status of Tenant’s
applicationsfor the
Permits
(B) If Tenant is notified at an) time that Tenant cannot or \\ ill not obtain the Permits,
Tenant shallimmediately notify Landlord 0f the same (the “No Permit Notice”)
If (i) Tenant
timely exercises the Permits and Appr0\ als Termination Option, (ii) Landlord receives the No
Permit Notice, or (iii) the Permits and Approvals Period expires, Landlord shall have the right,
but not the obligation, to attempt to obtain the Permits on Tenant’s behalf, and at Tenant’s sole
cost and expense by delivering written notice thereof to Tenant within ten (10) business days
thereafter, and Tenant shall cooperate with Landlord in all respects in obtaining the Permits
If
Landlord obtains the Permitswithin sixty (60)days after exercisingsuch right,Tenant‘s
terminationshallbe void (to the extent previously exercised
by Tenant) and thisLease shall
continue in full force and effect and neither part)
shall have any further right to terminate this
Lease pursuant to this Section
if Landlord is unable to obtain the Permits within such sixty (60)
day period, then either party shall have the right to terminate this Lease upon written notice to
the other party, n hich notice shall be gh en prior to the date that the Permits are obtained
(C) Notwithstanding anything to the contrary contained herein
in the event Tenant
failsto submit itsplans and specifications
for Tenant 5 Work to Landlord b) the Plans
Submission Date set forth above or if Tenant fails to submit its applications to obtain the Pemiits
within the time period required hereby
then in addition to all other rights and remedies available
to Landlord at lawin equity and/or under this Lease, the Rent Commencement Date shall
be
deemed to occur on the earlier of (i) the date on which Tenant initially opens its business to the
public in the Premises, or (ii) the date that is one hundred t“ enty (120) da)s after the Deli\ cry
Date
(5) Tenant Imgrox ement Allowance Provided (i) Tenant shall have completed construcuon
of Tenant’s Work (hereinafter defined) and delivered a permanent certificate of occupancy
(or its
equivalent) for the Premises to Landlord, (ii) Tenant shall have opened for business to the public
for theuse permittedunder Section(in)inthe Fundamental Lease Provisionsabove,(iii) the
Rent Commencement Date shall hate occun ed and Tenant shall ha\ e paid to Landlord the initial
installment of Minimum Rent pa) able hereunder, (iv) Tenant shall have signed and delivered to
Landlord an cstoppel certificate in the form and manner contemplated in Article
19 hereof, (v)
Tenant is not in default of any of Tenant s obligations under this Lease
and no a em shall ha\ e
occuried which with the givingof notice and/or the passage
of timewillbecome a default
hereunder if uncured by Tenant,
unless anduntil
cured b) Tenant, and (ti) Tenant shall
have
delivered to Landlord :1 Completion Certificate (hereinafter defined) and all documents referred
to thereinincludingbut not limitedto theFinal Release of Claims and Liens (hereinafter
defined), then within thirty (30) days after the satisfaction of each of the foregoing conditions,
Landlord shall pay to Tenant an amount equal to Thirty
Thousand Dollars ($30 000 00) in the
form of a check as Landlord’s contribution to the cost of Tenant’s Wark
(t) We Tenant shall have the right1 at Tenant’s sole cost and expense, to install
Tenant 5 sign panelon one (1)pylon signin the Shopping Centerin the position
shown on
E\hibit ‘K” attached hereto, provided, however, prior to the installation of such signage, Tenant
shall pay to Landloxd a non refundable attachment fee in the amount of Two Thousand Dollars
($2,000 00) Tenant shall be iesponsible for the fabrication of such panel
the design and size of
which shall be reasonably acceptable to Landlord
Landlord 5 costs to repair, replace, light and
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otherwise operate the pylon sign shall be included in the CAM Sum (as hereinafter defined) as
pro\ ided in Article 8 below
(u) Temporary “Grand Opening Signage Tenant shallhave the right, at its sole cost and
expense, to install temporary ‘ Grand Opening’ signage on the front of the Premises, provided
(i)such signage isapprm ed by Landlord inwritingprior toan) installation
thereof,which
approval shall not be unreasonably “ithheid;
(ii) such signage complies With
localcodes (iii)
Tenant obtains all necessary permits and approvals from the applicable governmental authorities
(it) such signage is installed no earlier than the Rent Commencement Date and
is removed no
laterthan four (4) \\ eeksafier the Rent Commencement Date, and (v) such signage is
professionally prepared
(v) Tenant Exclushe For so long as (i) this Lease shall remain in full force and effect, (ii)
Tenant shall not be in default hereunder after the expiration of any applicable notice and cure
periods, and (iii) Tenant shall haw opened and shall be utilizing the entire Premises for the use
set forthinSection (m) of theseFundamental Lease Provisions(collecth ely
the ‘Exclusive
Conditions ’), then Landlord shall not lease or permit the occupancy of any part of the Shopping
Center (exceptas set forthbelov»)to be occupied by a tenantfor theprimary purpose of
operating a store that sells general merchandise at a single price point of One Dollar (3]
00) or
less such as, by way of example, Dollar Tree (the “Restriction”)
Nomithstanding the forgoing,
this Section shall not apply to any tenant and/or occupant of any Major 5 Premises (hereinafter
defined) and their respective successors
subtenants, assignees and replacements
In addition to
and not in limitation of the foregoing exclusions, each tenant who has executed a lease for any
portion of the Shopping Center as of the date hereof, and their respecti\ e successors, assigns and
sublessees, shall be exempt from the foregoing Restriction, and no part of the space leased under
such existingleasesshall be subjectto such RestrictionNotwithstanding anythingto the
contrary contained tn this Lease
if, during any portion of the Term
the Exclusive Conditions are
not satisfied, this
Section and the Restriction contained herein shall be deemed to be null and
void and of no further force or effect
[REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
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ARTICLE I INTRODUCTORX PROVISIONS
Section 101 REFERENCES AND CONFLICTS
Section references appearing in the Fundamental Lease Provisions designate some of the
other places in this Lease where additional pxovisions applicable to the particular Fundamental
Lease Provisions appear Each referencein this Lease toan) of theFundamental Lease
Provisions shall be construed to incorporate all of the terms provided for under such provisions
and such provisions shall be read in conjunction with all other provisions of this Lease applicable
thereto If there is an)
conflict between any of the Fundamental Lease Provisions and any other
provisions of this
Lease the former shall
control The listing within the Fundamental
Lease
Provisions of monetary charges payable by Tenant shall not be construed to be an exhaustive list
of all charges or the amount thereof pa) able by Tenant under this Lease
Section l 02 GENERAL DEFINITIONS
(8) The term “Shopping Center means (i) theLand (hereinafter defined), (ii) the
“Buildings’(hereinafter defined);
(iii) the
Common Areas’ (hereinafter defined),and (iv) all
other land, buildings
structures and other improvements in, over, on or under the Land whether
new or hereafterexistingand the term “Shopping Center” includesthe same as redueed
expanded or otherwise altered from time to time
The Shopping Center is currently knovm by
the name set forth in the title to this Lease or such other name as Landlord may hereafier decide
from time to time
(b) The term ‘ Land” means the land described in or shown on Exhibit “A” annexed
heretoand by this referenceincorporated
herein,and the term Land includesthe same as
reduced, expanded, added or othemise altered from time to time
(c) The term “Buildings means the buildingssuuctures and otherimprovements
shoun in general on Exhibit ‘ B”
The term ‘Buildings’
includes the same as reduced
expanded
added or otherwise altered from time to time
(d) The term Common Areas means all areas, facilities and improvements operated
or provided at or in connection with the Shopping Center from time to time for the non exclusive
common use of Landlord and the tenants and other occupants of the Shopping Center and others
with the rightto usethe same, and shallinclude butnot be limited tothe parking areas
roadwa) s, ramps, traffic controls, truck“ avs, loading and unloading docks and delivery areas not
reserved exclusively for the use of particular tenants, sidewalks, canopies, pylon, monument and
directional
signage, service corridors not reserved eaclush ely for the use of particular tenants,
emits, corridors, seating areas
buffer areas, screening facilities, merchandise pickup stations not
reservedexelush elyfor theuse of particular tenants
publicrestrooms and comfort stations,
retaining walls,
landscaped areasopen space areascommon utility systems, common sanitar)
and other waste handling systems, holding tanks
force mainsfire detection and/or suppression
systems,life safety 5) stems,
seeunty s>stems, gutters
down spouts drainage S)stemslighting
(excludingany tenant specificlighting)
traffic signals
and trafficcontroldevices The term
“Common Areas” includes the same as
reduced,expanded or othemise alteredfrom time to
time, as determined by Landlord, in its sole discretion
If the Premises are located in a building
containingmore thanone tenant,“Common Areas” shallalsoinclude theroofs structural
elements foundationswalls, chases, conduits and other common use elements of such building
(e) The term “Majors’ Premises (or‘Major 5 Premises”)means (i)
the premises
shown on Exhibit “B” by such termor by the word “Major or b}the words “Free Standing
Building” or name of the prospective or actual
principal
occupant thereof (the
“Majors or a
“MaJor”), and(ii)any premises having10,000 or more square feet of space
inthe Shopping
Center, and the term “Majors
Premises’(or “Major’sPtemises”) in'cludes the same as reduced,
expanded or otherwise altered from time to time
Without limiting the foregoing
“Majors shall
include K Mart Corporation, ASP Realty
Inc d/b/a Acme and Marmara Operating Corp d/b/a
Marshalls,provided thatno representation
or covenant ismade by Landlord concerningthe
actual tenancy or occupancy or business operations of an) such named party
The term Major"
(or “Majors’)includesan) replacementfor or other substitute for the primary
occupant of a
Major’s Premises as well as,
in the case of an expansion or addition on
of or to the Shopping
Center the primar}occupant of (i) an)
premises equal or exceeding, in the GLA, the GLA of
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Preview
KAPLIN STEWART MELOFF REITER & STEIN PC By Daniel R Utain, Esquire Attorney I D No 85619 910 Halvest D1ive P O Box 3037 Blue Bell PA 19422 0765 (610) 941 2456 Attorneys for Plaintiff r\-'J MD MALL ASSOCIATES LLC r '83 t/a MACDADE MALL ASSOCIATES L P COURT OF COMMON PLEAS +- 120 W Germantown Pike Suite 120 DELAWARE COUNTY PA "’ 1: Plymouth Meeting PA 19462 {a 1“ Plaintiff, NO ' 1, VT 020 £07, 30202 I8213811665\5 05/OI’ZOIS (a W MACDADE MALL L E AS E TABLE OF CONTENTS ARTICLE 1 INTRODUCTORX PROVISIONS 6 ARTICLE 2 PREMISES LANDLORD S AND TENANT‘S WORK 8 ARTICLE .3 TERM 11 ARTICLE 4 RENT 12 ARTICLE : TAXES AND ASSESSMENTS 14 ARTICLE 6 SERVICES 15 ARTICLE 7 USE OF PREMISES 16 ARTICLE 8 COMMON AREAS 19 ARTICLE 9 RULES AND REGULATIONS 22 ARTICLE 10 CONSTRUCTION W ORK 22 ARTICLE 11 INSURANCE AND INDEMNITY 23 ARTICLE 12 DAMAGE OR DESTRUCTION 26 ARTICLE 13 MAINTENANCE OF PREMISES 27 ARTICLE 14 FIXTURES AND PERSONAL PROPERTY 29 A1RTICLII 15 ASSIGNMENT AND SUBLE’I'I ING 30 ARTICLE 16 DEFAULTS BY TENANT 34 ARTICLE 17 LUXBILITY OF LANDLORD 38 ARTICLE 18 SUBORDINATIQN AND ATTORNMENT :9 ARTICLE 19 ESTOPPEL CERTIFICATES 40 ARTICLE 20 QUIET ENJOYMENT 40 ARTICLE 21 SURRENDER AND HOLDING OVER 40 ARTICLE 22 CONDEMNATION 41 ARTICLE 23 MISCELLANEOUS 42 MAS 635/8213812665v5 05mm]: @ 1511 SHOPPING CENTER LEASE MACDADE MALL THIS SHOPPING CENTER LEASE (the Lease ) is executed and m1de as of Maid if) 2015 b) and between MACDADE MALL ASSOCIATES LP a Penns>1vania limited partnership (herein called Landlord ’) and DOLLAR ZONE OF HOLMES LLC, a Pennsyh anialimitedliability company (herein called “Tenant’),Landlord and Tenant having the following notice addresses on the date ofthis Lease (See Sec 2.) O3) Landlord MacDade Mall Associates L P c/o Wolfson Group Inc 120 W Gennantown Pike Suite 120 PlymouthMeeting PA 19462 Attn Ste\enB Wolfson Telephone No (610) 277 8899 Fax No (610) 277 8880 Tenant Dollar Zone of Holmes LLC 14 Madden Court Edison NJ 08820 Attn BharalShah Telephone No (201) 2910182 Fax No (201)291 0831 Tax 1 D No With a cop) to Anthony Cerciello, Esq Levitt 8. Cercie110 Esqs 75 Main Street, Suite 201 PO Box 486 Milibum NJ 07041 Fax No (973) 379 3197 FUNDAMENTAL LEASE PROVISIONS Certain Fundamental Lease Prmisions ate presented in this Section and represent the agreement of the parties heretosubject to further definition and elaboration in the respective refcmnced Sections and else\\here in this Lease (a) Tenant’s Trade Name one dollar zone! (See Sec 7 01) (b) Rent Term Five (5) years beginning on the Rent Commencement Date (as hereinafter defined) and endingon thedate (the“ExpirationDate") “hich is (i)the day immediately preceding the fifth (5m) annhersar) of the Rent Commencement Date, if the Rent Commencement Date is the first d3) of acalendar month or (ii) the last da) of the calendar month in which the fifth (5m) anniversary of the Rent Commencement Date occurs if the Rent Commencement Date is any d3) other than the first d8) of a calendar month (See Sec3 01) Extension Period Provided that there exists no Event of Default on the part of Tenant under this Lease at the time of the exercise of the Option to Extend (hereinafter defined) or at the commencement of the Extension Period (hereinafter defined), Tenant shall ha\ e the option to extend (sometimes the “Option to Extend’) the Term fox one (1) period of five (5) )ears (such extensionperiod ishereinafter referred toas the “ExtensionPeriod”)on the same terms and conditionsas specified inthe Lease exceptthatthe ‘Minimum Rent” (hereinafter defined) during theExtension Period shallbe as specifiedin Section(g) of theFundamental Lease Provisions hereinbelow 1f Tenant fails to ghe Landlord written notice of Tenant’s election to 1 MAS 46.19821 3812665\5 05/01/2015 @ 11D x exercise the Option to Extend at least three hundred Shit) five (365) days prior to the expiration of the initial Term (but no sooner thaneighteen(18) months priorto the expiration of the preceding Term)the Option to Extend shall automatically terminate and be of no further force or effect, it being understood that time is of the essence with respect to the exercise of the Option to Extend 1n the event of a valid exercise of the Option to Extend, the ‘Expiration Date” shall likettise be extended to be the last da) of the Extension Period if validly exercised pursuant to the Optionto Extend The foregoingOption to Extend shallbe exercisable b) the original Tenant named herein and any assignee pursuant to a Permitted Transfer (as hereinafter defined) and may not be exercised b) any other assignee or sublcssee of Tenant (c) Tenant Store Number and Premises Addless C4; 2600 MacDade Blvd ,Ste 56: Holmes PA 19043 (d) GLA of Premises (See Sec 1 04) Approximately 7,060 leasable square feet (9) Plan Approval and Permit Process (See Secs2 03 and 2 04) Plans Submission Date Within forty five (4:) dil)$ after the date hereof (f) Construction Process (See Article 2) Estimated DeliveryDate June] 2015 Outside Delivery DateSeptember 1, 2015 Construction Commencement Date (See Sec 2 05) Ten (10) dz) 5’ after (i) the date (the ‘Delix cry Date‘) on “hieh Landlord delivers the Plemises to Tenant in the condition set forth in Section 2 02 hereof, and (ii) Tenant’s receipt of Tenant’s Permits (as hereinafier defined) Tenant s Consttuction Period One hundred m enty (120) days after the later of (i) the Delivery Date, or (ii) Tenant’s receipt of Tenant s Permits (See Sec 2 05) (9) Minimum Rent (See See4 0.)) Rent Commencement Date “Rent Commencement Date shallmean the earlier of(i) the date on which Tenant initially opens its business to the public in the Premises or (ii) the calendar date or other specific time set forth as the Required Opening Date in Section (i) of these Fundamental Lease Prm isions without regard to any extension thereof by reason of any of the events specified in Section 23 06 hereof Minimum Rent shall be payable in the following amounts, for the following Rent Years Annual Amount Per Annual Monthly Rent \ ear(s) S uare Foot of GLA Minimum Rent Minimum Rent 31830 $1.30 61000 51088417 $1923 $133 905 00 $11 325 42 Enmsé‘f’i‘opemd $70 35 $143 67] 00 $11 972 58 (h) Percentage Rent None (See Sec 4 04) (i) Reguired Opening Date (See Secs2 06 and 4 02) One hundred twenty (120) days after the later of (i) the Delivery Date, and (ii) Tenant’s receipt of Tenant’s Permits 2 MAS 463/82! 3812665\ 5 05/012013 ‘ (9,510 \ (j) Securitx Deposit $27 698 74 (See Sec 16 04) (k) Certain Other Charges Pa) able by Tenant Pro Raw Tax Charge (See Sec 3 01) Estimated as to the first Rent Year to be $2 82 per square foot (including insurance) Pro Kata CAM Charge (See Sec 8 0.)) Estimated as to the first Rent Year to be $2 84 per square foot (including insurance) (1) To Whom Rent Pavable MaeDade Mall Associates L P (1/0 Wolfson GroupInc 120 W Germantown Pike Suite 120 Plymouth Meeting PA 19462 (m) Use The Premises shall be used as a prototypical ‘one dollar zone!” store as the same is operated on the date hereof, which includes the retail sale of general merchandise typically sold at a dollar store similar to stores of such nature as the) exist on the date hereof and consistent in its inventorywith a majority of other “one dollarzone! stores and for no otheruse Notwithstanding the foregoing, Tenant acknowledges receiptof the “Title Exceptions Exclusives and Prohibited Uses” listed on Exhibit ‘ G attached hereto, and agrees not to use the Premises in any manner in violation of any such exclusive covenants, and this Lease is made under and subject to such exclusive covenants and the other matters set fonh on such Exhibit (n) Broker Name CBREfFameco Pm Responsible for Broker’s Commissions Landlord (o) Guarantor Priti Shah and Bharat Shah 14 Madden Court Edison NJ 08820 (p) Sigage Tenant shall have the right at its sole cost and expense to mount its name sign in channel lettering on the extemal facade of the Premises (the Sign ’), provided (1) the Sign is approved by Landlord in writing prior to any installation thereof, which appiox all shallnot be unreasonably withheld, (2) the Sign complies with the signage criteria set forth on Exhibit ‘1” attached hereto, (3)the Sign complies “ithlocalcodes,and (4) Tenant obtains allnecessary permits and approvals fiom the applicable govemmental authorities Tenant shall be responsible at its sole cost and expense,for maintaining the Sign in good condition andfor remming the Sign at the end of the Term and repairing any damage resulting therefrom (q) Outdoor Container Subject to all applicable law codes, ordinancesrules, regulations and governmental approvals, Tenant shall have the right at its sole cost and expense to maintain a closed container that is no larger than two hundred (200) square feet outside of the Premises in the location shOWn on Exhibit ‘B1 attached hereto (the ‘ Container ’) Such Container shall be used solely for storaae purposes The appearance of the Container shall be subject to Landlord’s prior written approval and all governmental approvals Tenant shall be responsible, at its sole cost and expense, for maintainingthe Containerin good condition and for remm ing the Container at the end of the Term and repairing any damage resulting therefrom Tenant shall be responsible, at its sole cost and expense, to obtain any and all necessary approvals permits and licenses required in connection “ith the use of the Container in accordance herewith Landlord shall have no liability to Tenant if Tenant is unable to use the Container for any reason Tenant shallindemnify defend and hold Landlord harmlessfrom and againstany and all claims, liabilities, damages losses, and expenses (including reasonable attemey’s fees) that arise from or relate to the Container and/or Tenant 5 use thereof (r) Permit Contingency 3 MAS 45,5152: 381mm 0510112015 Q M l (A) In the eventTenant, after diligent efforts, is unable to obtain Tenant’s Permits within ninety (90) days afier the date hereof (the ‘ Permits and Approvals Period”), then Tenant and Landlord shalleach hate the option to terminate this Lease (the “Permits and Apprm als Termination Option ) upon writtennoticeto the otherpan) (the “Permits and Approvals Termination Notice’ ), such notice to be gi\ en no later than the date that the Permits are obtained (the foregoing date of terminationis hereinreferredto as the Permits and Apprm als Termination Date") Tenant shall promptly apply for all Permits (but in no ex ent later than fne (5) davs after Landlord s approval of the Approved Final Plans), and shall thereafter use its best, good faith efforts to diligently pursue, and take all actions reasonably necessary to obtain all of the Permits which includes,without limitation, compl)ing “ithall filingrequirements and responding to the requests and tecommendations of the parties revietxing Tenant’s applications within five (5)days afterreceipt of such request orrecommendation Tenant shallprovide Landlord “ith copies of all applications and other materials submitted to obtain the Pemtits, and Tenant shallimmediatelv protide a copy of all Permits recei\ ed by Tenant Upon Landlord’s request, Tenant shall promptly update Landlordon the status of Tenant’s applicationsfor the Permits (B) If Tenant is notified at an) time that Tenant cannot or \\ ill not obtain the Permits, Tenant shallimmediately notify Landlord 0f the same (the “No Permit Notice”) If (i) Tenant timely exercises the Permits and Appr0\ als Termination Option, (ii) Landlord receives the No Permit Notice, or (iii) the Permits and Approvals Period expires, Landlord shall have the right, but not the obligation, to attempt to obtain the Permits on Tenant’s behalf, and at Tenant’s sole cost and expense by delivering written notice thereof to Tenant within ten (10) business days thereafter, and Tenant shall cooperate with Landlord in all respects in obtaining the Permits If Landlord obtains the Permitswithin sixty (60)days after exercisingsuch right,Tenant‘s terminationshallbe void (to the extent previously exercised by Tenant) and thisLease shall continue in full force and effect and neither part) shall have any further right to terminate this Lease pursuant to this Section if Landlord is unable to obtain the Permits within such sixty (60) day period, then either party shall have the right to terminate this Lease upon written notice to the other party, n hich notice shall be gh en prior to the date that the Permits are obtained (C) Notwithstanding anything to the contrary contained herein in the event Tenant failsto submit itsplans and specifications for Tenant 5 Work to Landlord b) the Plans Submission Date set forth above or if Tenant fails to submit its applications to obtain the Pemiits within the time period required hereby then in addition to all other rights and remedies available to Landlord at lawin equity and/or under this Lease, the Rent Commencement Date shall be deemed to occur on the earlier of (i) the date on which Tenant initially opens its business to the public in the Premises, or (ii) the date that is one hundred t“ enty (120) da)s after the Deli\ cry Date (5) Tenant Imgrox ement Allowance Provided (i) Tenant shall have completed construcuon of Tenant’s Work (hereinafter defined) and delivered a permanent certificate of occupancy (or its equivalent) for the Premises to Landlord, (ii) Tenant shall have opened for business to the public for theuse permittedunder Section(in)inthe Fundamental Lease Provisionsabove,(iii) the Rent Commencement Date shall hate occun ed and Tenant shall ha\ e paid to Landlord the initial installment of Minimum Rent pa) able hereunder, (iv) Tenant shall have signed and delivered to Landlord an cstoppel certificate in the form and manner contemplated in Article 19 hereof, (v) Tenant is not in default of any of Tenant s obligations under this Lease and no a em shall ha\ e occuried which with the givingof notice and/or the passage of timewillbecome a default hereunder if uncured by Tenant, unless anduntil cured b) Tenant, and (ti) Tenant shall have delivered to Landlord :1 Completion Certificate (hereinafter defined) and all documents referred to thereinincludingbut not limitedto theFinal Release of Claims and Liens (hereinafter defined), then within thirty (30) days after the satisfaction of each of the foregoing conditions, Landlord shall pay to Tenant an amount equal to Thirty Thousand Dollars ($30 000 00) in the form of a check as Landlord’s contribution to the cost of Tenant’s Wark (t) We Tenant shall have the right1 at Tenant’s sole cost and expense, to install Tenant 5 sign panelon one (1)pylon signin the Shopping Centerin the position shown on E\hibit ‘K” attached hereto, provided, however, prior to the installation of such signage, Tenant shall pay to Landloxd a non refundable attachment fee in the amount of Two Thousand Dollars ($2,000 00) Tenant shall be iesponsible for the fabrication of such panel the design and size of which shall be reasonably acceptable to Landlord Landlord 5 costs to repair, replace, light and 4 MAS 4535321 38l2665v5 0510112015 @ 4L otherwise operate the pylon sign shall be included in the CAM Sum (as hereinafter defined) as pro\ ided in Article 8 below (u) Temporary “Grand Opening Signage Tenant shallhave the right, at its sole cost and expense, to install temporary ‘ Grand Opening’ signage on the front of the Premises, provided (i)such signage isapprm ed by Landlord inwritingprior toan) installation thereof,which approval shall not be unreasonably “ithheid; (ii) such signage complies With localcodes (iii) Tenant obtains all necessary permits and approvals from the applicable governmental authorities (it) such signage is installed no earlier than the Rent Commencement Date and is removed no laterthan four (4) \\ eeksafier the Rent Commencement Date, and (v) such signage is professionally prepared (v) Tenant Exclushe For so long as (i) this Lease shall remain in full force and effect, (ii) Tenant shall not be in default hereunder after the expiration of any applicable notice and cure periods, and (iii) Tenant shall haw opened and shall be utilizing the entire Premises for the use set forthinSection (m) of theseFundamental Lease Provisions(collecth ely the ‘Exclusive Conditions ’), then Landlord shall not lease or permit the occupancy of any part of the Shopping Center (exceptas set forthbelov»)to be occupied by a tenantfor theprimary purpose of operating a store that sells general merchandise at a single price point of One Dollar (3] 00) or less such as, by way of example, Dollar Tree (the “Restriction”) Nomithstanding the forgoing, this Section shall not apply to any tenant and/or occupant of any Major 5 Premises (hereinafter defined) and their respective successors subtenants, assignees and replacements In addition to and not in limitation of the foregoing exclusions, each tenant who has executed a lease for any portion of the Shopping Center as of the date hereof, and their respecti\ e successors, assigns and sublessees, shall be exempt from the foregoing Restriction, and no part of the space leased under such existingleasesshall be subjectto such RestrictionNotwithstanding anythingto the contrary contained tn this Lease if, during any portion of the Term the Exclusive Conditions are not satisfied, this Section and the Restriction contained herein shall be deemed to be null and void and of no further force or effect [REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK] 5 I MAS 46:5/82] 3812665v5 05/01/201 5 ® IK J ARTICLE I INTRODUCTORX PROVISIONS Section 101 REFERENCES AND CONFLICTS Section references appearing in the Fundamental Lease Provisions designate some of the other places in this Lease where additional pxovisions applicable to the particular Fundamental Lease Provisions appear Each referencein this Lease toan) of theFundamental Lease Provisions shall be construed to incorporate all of the terms provided for under such provisions and such provisions shall be read in conjunction with all other provisions of this Lease applicable thereto If there is an) conflict between any of the Fundamental Lease Provisions and any other provisions of this Lease the former shall control The listing within the Fundamental Lease Provisions of monetary charges payable by Tenant shall not be construed to be an exhaustive list of all charges or the amount thereof pa) able by Tenant under this Lease Section l 02 GENERAL DEFINITIONS (8) The term “Shopping Center means (i) theLand (hereinafter defined), (ii) the “Buildings’(hereinafter defined); (iii) the Common Areas’ (hereinafter defined),and (iv) all other land, buildings structures and other improvements in, over, on or under the Land whether new or hereafterexistingand the term “Shopping Center” includesthe same as redueed expanded or otherwise altered from time to time The Shopping Center is currently knovm by the name set forth in the title to this Lease or such other name as Landlord may hereafier decide from time to time (b) The term ‘ Land” means the land described in or shown on Exhibit “A” annexed heretoand by this referenceincorporated herein,and the term Land includesthe same as reduced, expanded, added or othemise altered from time to time (c) The term “Buildings means the buildingssuuctures and otherimprovements shoun in general on Exhibit ‘ B” The term ‘Buildings’ includes the same as reduced expanded added or otherwise altered from time to time (d) The term Common Areas means all areas, facilities and improvements operated or provided at or in connection with the Shopping Center from time to time for the non exclusive common use of Landlord and the tenants and other occupants of the Shopping Center and others with the rightto usethe same, and shallinclude butnot be limited tothe parking areas roadwa) s, ramps, traffic controls, truck“ avs, loading and unloading docks and delivery areas not reserved exclusively for the use of particular tenants, sidewalks, canopies, pylon, monument and directional signage, service corridors not reserved eaclush ely for the use of particular tenants, emits, corridors, seating areas buffer areas, screening facilities, merchandise pickup stations not reservedexelush elyfor theuse of particular tenants publicrestrooms and comfort stations, retaining walls, landscaped areasopen space areascommon utility systems, common sanitar) and other waste handling systems, holding tanks force mainsfire detection and/or suppression systems,life safety 5) stems, seeunty s>stems, gutters down spouts drainage S)stemslighting (excludingany tenant specificlighting) traffic signals and trafficcontroldevices The term “Common Areas” includes the same as reduced,expanded or othemise alteredfrom time to time, as determined by Landlord, in its sole discretion If the Premises are located in a building containingmore thanone tenant,“Common Areas” shallalsoinclude theroofs structural elements foundationswalls, chases, conduits and other common use elements of such building (e) The term “Majors’ Premises (or‘Major 5 Premises”)means (i) the premises shown on Exhibit “B” by such termor by the word “Major or b}the words “Free Standing Building” or name of the prospective or actual principal occupant thereof (the “Majors or a “MaJor”), and(ii)any premises having10,000 or more square feet of space inthe Shopping Center, and the term “Majors Premises’(or “Major’sPtemises”) in'cludes the same as reduced, expanded or otherwise altered from time to time Without limiting the foregoing “Majors shall include K Mart Corporation, ASP Realty Inc d/b/a Acme and Marmara Operating Corp d/b/a Marshalls,provided thatno representation or covenant ismade by Landlord concerningthe actual tenancy or occupancy or business operations of an) such named party The term Major" (or “Majors’)includesan) replacementfor or other substitute for the primary occupant of a Major’s Premises as well as, in the case of an expansion or addition on of or to the Shopping Center the primar}occupant of (i) an) premises equal or exceeding, in the GLA, the GLA of 6