Preview
Electronically FILED by
The ByrneLaw Office Superior Court of California,
County of Los Angeles
A Professional Corporation 4/25/2024 1:18 PM
John P. Byrne, SBN 134412 David W. Slayton,
Executive Officer/Clerk of Court,
24007 Ventura Blvd., Suite 265 By L. Bush, Deputy Clerk
Calabasas, California 91302-3921
Ph. (818) 593-5520
Fax (818) 593-5522
John.Byrne@byrnelawcorp.com
Attorneys for Plaintiff GGP Northridge Fashion Center, LP
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES - NORTH VALLEY DISTRICT
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GGP NORTHRIDGE FASHION Case No. 24CHCYO1549
12 CENTER, LP, a Delaware limited
13 partnership, COMPLAINT FOR UNLAWFUL
DETAINER
14 Plaintiff,
15 1) Unlawful Detainer [CCP
vs. §1161(2)
16 2) Unlawful Detainer [CCP
17 ELEVENNYNE, LLC, a California §1161(4)
limited liability company and doing
18 business as “Adryon’s Shoe World;” [Unlimited Jurisdiction]
19 and DOES 1-— 10, inclusive,
Defendants.
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Plaintiff GGP Northridge Fashion Center, LP alleges as follows:
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1. Plaintiff GGP Northridge Fashion Center, LP (“Plaintiff”) is a limited)
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partnership organized and existing under the laws of the State of Delaware.
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Plaintiff is authorized to do business in the State of California, County of Los
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Angeles, City of Northridge.
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Complaint For Unlawful Detainer
2. Plaintiff is informed and believes that Defendant Elevennyne, LLC
(‘Tenant’) is a California limited liability company doing business under the
fictitious business name of “Adryon’s Shoe World” in Northridge, California.
3. Tenant is in possession of the premises known as Northridge
Fashion Center, 9301 Tampa Avenue, Space No. 00187, Northridge, CA
91324 (the “Premises’”).
4. Plaintiff is the landlord under the Lease (defined below) and the
owner of the Northridge Fashion Center. The Premises is commercial retail
property and part of the Northridge Fashion Center.
10 5. Plaintiff does not know the true names and capacities of those
11 defendants sued herein as DOES 1 through 10, inclusive, and therefore sues
12 those defendants by such fictitious names. Plaintiff will amend this
13 complaint to allege their true names and capacities when ascertained. Each
14 of the defendants designated herein as a “DOE” is legally responsible in some
15 manner for the conduct alleged herein and for the damages suffered by
16 Plaintiff.
17 6. On or about November 3, 2023, Plaintiff conveyed to Tenant, a
18 leasehold interest in the Premises with a term of approximately five years.
19 7. A true and correct copy of the written lease (the “Lease”) is attached
20 hereto as Exhibit “A” and is incorporated herein by this reference as if set
21 forth in full.
22 8. Plaintiff delivered possession of the Premises to Tenant and
23 otherwise performed under the Lease.
24 9. Tenant agreed to pay rent and other charges (all included as “Rent”)
25 payable monthly.
26 10. Rent was $8,074 per month at times relevant to this Complaint.
27 11. Tenant breached the Lease by failing to pay Rent.
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Complaint For Unlawful Detainer
FIRST CAUSE OF ACTION
(Unlawful Detainer [CCP §1161(2) against all Defendants and DOES 1-10)
12. Plaintiff incorporates herein by reference paragraphs 1 through 11
inclusive above as if set forth in full.
13. On December 11, 2023 and January 22, 2024, Plaintiff notified
Tenant in writing that it had defaulted in its payment of Rent.
14. A true and correct copy of the December 11, 2023 and January 22,
2024, written notices are attached hereto as Exhibit “B” and are incorporated
herein by this reference as if set forth in full.
10 15. Despite the written notices, Tenant failed to bring its Rent current.
11 16. On April 9, 2024, Plaintiff served Tenant with a statutory Five Day
12 Notice to Pay Rent or Quit (“Notice to Pay Rent or Quit”) by posting at the
13 Premises and mailing to Tenant’s notice address via overnight courier.
14 17. A true and correct copy of the Notice to Pay Rent or Quit is
15 attached hereto as Exhibit “C” and is incorporated herein by this reference as
16 if set forth in full.
17 18. True and correct copies of the Proofs of Service of the Notice to Pay
18 Rent or Quit are attached hereto as Exhibit “D” and are incorporated herein
19 as if set forth in full.
20 19. At the time Plaintiff served the Notice to Pay Rent or Quit, the
21 amount of Rent due was $66,557.44. Plaintiff estimated the amount of rent
22 owing under California Code of Civil Procedure §1161.1.
23 20. On April 16, 2024, the Notice to Pay Rent or Quit expired at the
24 end of the day.
25 21. Tenant failed to comply with the requirements of the Notice to Pay
26 Rent or Quit by that date, or at any time since.
27 22. Tenant is unlawfully detaining the Premises.
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Complaint For Unlawful Detainer
23. The Notice to Pay Rent or Quit included an election of forfeiture of
the Lease.
24. The fair market value of the Premises is at least $269 per day.
25. The Lease provides for Plaintiff's recovery of attorney’s fees. [Lease
Article 27(a).]
26. Notice to Tenant: If you make a partial payment after the service
of this Complaint, Plaintiff may accept the partial payment and may amend
the legal action to reflect the partial payments without delaying this action
from proceeding. If you tender full payment of the amount set forth in this
10 Complaint, then Plaintiff advises you that Plaintiff will negotiate such full
11 payment without waiver of the declared forfeiture of the Lease, or of its
12 termination.
13 27. Further Notice to Tenant: If you make payment, you are requested
14 to deliver it to Plaintiff's counsel. If you tender a payment to anybody other
15 than Plaintiffs counsel, then Plaintiff advises you that Plaintiff will negotiate
16 such full payment by its automated processes without waiver of the
17 termination of the Lease. If you tender a payment to Plaintiffs counsel, such
18 payment will be accepted under the rights reserved by California Code of
19 Civil Procedure §1161.1 (b) and as stated in the preceding paragraph.
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21 SECOND CAUSE OF ACTION
22 (Unlawful Detainer [CCP §1161(4) against all Defendants and DOES 1-10)
23 28. Plaintiff incorporates herein by reference paragraphs 1 through 27
24 inclusive above as if set forth in full.
25 29. Tenant agreed under the Lease to open for business during the
26 operating hours of the Northridge Fashion Center.
27 30. Tenant breached its promise to open for business for weeks.
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Complaint For Unlawful Detainer
31. On April 9, 2024, Plaintiff served Tenant with a statutory Ten Day
Notice to Quit (“Notice to Quit”) by posting the notice at the Premises and by
mail to Tenant’s notice address via overnight courier.
32. A true and correct copy of the Notice to Quit is attached hereto as
Exhibit “E” and is incorporated herein by this reference as if set forth in full.
33. True and correct copies of the Proofs of Service of the Notice to Quit!
are attached hereto as Exhibit “F” and are incorporated herein as if set forth
in full.
34. On April 19, 2024, the Notice to Quit expired at the end of the day.
10 35. Tenant failed to comply with the requirements of the Notice to Pay
11 Quit by that date, or at any time since.
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13 36. WHEREFORE, Plaintiff prays for judgment against Defendants as
14 follows:
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16 I. ON THE FIRST CAUSE OF ACTION.
17 a Possession of the Premises;
18 b Costs incurred in this proceeding;
19 c. Reasonable attorney’s fees;
20 d Rent in the sum of $66,667.44, plus interest and late fees if
21 applicable;
22 e Damages at the rate of $269 for each day Tenant continues
23 to occupy the Premises after April 16, 2024 until the date of Judgment;
24 f. Forfeiture of the Lease; and
25 8 Any other relief as the Court may deem just and proper.
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Complaint For Unlawful Detainer
II. ON THE SECOND CAUSE OF ACTION.
Possession of the Premises;
Costs incurred in this proceeding;
Reasonable attorney’s fees;
Rent in the sum of $66,667.44, plus interest and late fees if
applicable;
e Damages at the rate of $269 for each day Tenant continues
to occupy the Premises after April 19, 2024 until the date of Judgment;
f. Forfeiture of the Lease; and
10 8 Any other relief as the Court may deem just and proper.
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Dated: April 24, 2024 The ByrneLaw Office
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A Professional Corporation
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Qeckn P_Busne
Joh P. Byrne
17 Attorneys for Plaintiff
18 GGP Northridge Fashion Center, LP
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Complaint For Unlawful Detainer
VERIFICATION
I, Daniyel John, am the General Manager of the Northridge Fashion
Center. I have read the foregoing Complaint for Unlawful Detainer and have
personal knowledge of the truth of the allegations recited therein. As to the
matters asserted on information and belief, I am informed and believe that
the matters therein are true and on that ground allege that the matters
stated therein are true.
10 I declare under penalty of perjury under the laws of the State of
11 California that the foregoing is true and correct.
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Dahiyel John
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Complaint For Unlawful Detainer
EXHIBIT “A”
DocuSign Envelope ID: 3874£950-1389-4BD9-8C93-3D532052BB3E
Northridge Fashion Center
Adryon's Shoe World
Space No, 00187
TABLE OF CONTENTS
REFERENCE PROVISIONS
ARTICLE
Leased Premises and Term
Landlord’s Work
Tenant’s Work
Rental
Definition of Gross Sales and Net Sales
Records and Audits
Taxes
Subordination and Attomment
Access to and Surrender of Leased Premises
10 Repairs and Maintenance
1 Alterations; Liens
12 Fixtures and Personal Property
13 Laws and Ordinances
14 Utility Costs
15 Joint Use Areas:
16 Damage to Leased Premises
17 Insurance
18 Indemnification
19 Assignment and Subietting
20 Default by Tenant and Remedies
21 Tenant's Conduct of Business
22 Eminent Domain
23 Estoppel Certificate and Financial Statements
24 Force Majeure
25 Security Deposit
26 Liability of Landlord; Ownership
27 Miscellaneous
28 Special Provisions
EXHIBITS:
EXHIBIT A, A-1 Plans of Leased Premises
EXHIBIT B Site Plan
EXHIBIT C Deseription of Landlord/Tenant Work
EXHIBIT D. Rules and Regulations
Adryon’s Shoe World_Northridge Fashion Center_00187
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LEASE
THIS LEASE is between GGP NORTHRIDGE FASHION CENTER, LP, a Delaware limited
partnership ("Landlord"), and ELEVENNYNE, LLC, a California li «liability company ("Tenant"). ‘The date
of this Lease is November 3 , 2023 (the "Effective Date"), The Leased Premises are located in the
Northridge Fas! Center (th ‘Shopping Center") which is located in the City of NORTHRIDGE, County of Los
Angeles, and State of California and which is generally depicted on “EXHIBIT B”, attached hereto.
REFERENCE PROVISIONS
The following references define terms used in the specified Articles and elsewhere in this Lease and shall
be construed in accordance with the provisions and conditions in this Lease:
1.01 Leased Premises: 00187 Northridge Fashion Center containing approximately 2,274 square fect of
floor area (the “Leased Premises”),
1.02 Expiration Date: July 31,2028
1.03 Permitted Uso: Only for the retail operation offering primarily apparel and footwear services
including related accessories, and for no other use or purpose whatsoever.
1.04 Submittal date for preliminary plans (as defined in Exhibit C): Not Applicable
Submittal date for final plans and specifications (as defined in Exhibit C): Not Applicable
Nowdthstanding th inthi td
preliminary-plans-andd plans, ia-com th-Exhibit-C- Jthe-T ee ae
on-or-hefore-the submittaldate for prelimin tnd
idk Lean: $250.00 Hedi th Fenantls
Jnte-in-providing-such-preliminary
plins-and/or-final plane,—Purther,at-Landlords-option; Landlord
1,05 Beginning Work Date: August t, 2023
1,06 Opening Date and Rental Commencement Date:
(a) Opening Date: August 1, 2023
(b) Rental Commencement Date: August 1, 2023
(©) Remodel Completion Date: December 1, 2023
1.07 Minimum Annual Rental:
Rental Commencement Date - 31/2024 $70,857.00 per year ($5,904.75 per month)
8/1/2024 - TI3M2025, $72,982.71 per year (86,081.89 per month)
8/1/2025 - 7131/2026 $75,172.19 per year (86,264.35 per month)
8/1/2026 - 7131/2027 $77,427.36 per year (86,452.28 per month)
8/1/2027 - Expiration Date $79,750.18 per year (86,645.85 per month)
Landlord reserves the right to allocate amounts received as Minimum Annual Rental to any charges
outlined in ARTICLE 15 of this Lease in such amounts and at such times as Landlord shall elect in
its sole discretion.
1.08 Percentage Rate: 10%
1.09 Annual Sales Base and Monthly Sales Base:
Rental Commencement Date - 324 $480,000.00 per year ($40,000.00 per month)
8/1/2024 - 312025 $494,399.16 per year ($41,199.93 per month)
8/1/2025 - 7131/2026 $509,231.13 per year ($42,435.93 per month)
8/1/2026 ~ 7131/2027 $524,508.09 per year ($43,709.01 per month)
8/1/2027 - Expiration Date $540,243.33 per year ($45,020.28 per month)
RI
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1.10 Address of Landlord:
Landlord’s Notice Address Landlord’s Payment Address:
GGP Northridge Fashion Center, LP GGP Northridge Fashion Center, LP
c/o Northridge Fashion Center Northridge Fashion Center
350 N, Orleans St. SDS-12-1664
Suite 300 PO Box 86
Chicago, IL 60654-1607 Minneapolis, Minnesota 55486-1664
Att Law/Lease Administration
Department
With a copy to:
Northridge Fashion Center
9301 TAMPA AVENUE
NORTHRIDGE, California 91324
Attn: General Manager
Lu Address of Tenan
Notice: Billing:
Elevennyne, LLC Elevennyne, LLC
24325 Crenshaw Blyd STE 211 24325 Crenshaw Blvd STE 211
Torrance, California 90505 Torrance, Califor 90505
1.12 ‘Trade Name: “Adryon's Shoe World”
1.13 Anchors: An "anchor" for all purposes under this Lease is any operation, land, building, store or
business, whether occupied or vacant and whether owned or leased, whi eases or occupies 30,000
square feet or more of space in the Shopping Center. A "variety or specialty store" is (aa) an
occupant which leases or occupies between 10,000 and 29,999 square feet of space in the Shopping
Center, or (bb) a restaurant occupant having an exterior entrance. An "outparcel" is any operation,
land, building, store or business whether occupied or vacant and whether owned or leased, that is not
an anchor or variety or specialty store and is separated by vehicular access or parking area from the
Main Mall Building(s) or does not have an entrance accessible to the customers of the Shopping
Center directly from the Main Mall Building(s).
1.14 Preliminary Rent/Initial Assessmen Not Applicable
LAS Not Applicable
1.16 Not Applicable
117 Relocation: Landlord shall have the right at any time upon 90 days’ notice, to relocate the Leased
Premises to another location within the Shopping Center (“Substitute Space”), containin;
approximately the same amount of floor area as the Leased Premises. Landlord shall pay the cost of
improving the Substitute Space to a comparable condition that existed in the Leased Premises, and
for all reasonable moving expenses incurred by Tenant. Tenant shall, upon delivery of the Substitute
Space to Tenant, install its fixtures, furniture and equipment in the Substitute Space prior to opening
for business in the Substitute Space and Tenant shall open for business in the Substitute Space within
30 days after delivery of the Substitute Spa to Tenant, Rental shall abate for the period beginning,
with Tenant’s closure of business and cot te until the earlier of Tenant opening for business in the
Substitute Space or the end of such 30 day period.
118 Tenant Allowance: Not Applicable
Lig Security Deposit: $16,000.00 to be deposited with Landlord by Tenant as follows and shall be held by
Landlord in accordance with ARTICLE 25: (a) $6,000.00 at the time of ing this Lease to
Landlord for signature; (b) $5,000.00 on November 1, 2023; and (¢) $5,000.00 on December 1, 2023.
1,20 Radius: £0 miles (the “Radius”). During the Term, Tenant, its parent, subsidiary, franchisor, or
franchisee, or any guarantor of this Lease or any person, firm, corporation or other entity having an
Interest or in or controlled by any of the foregoing, may not directly or indirectly, own, operate,
maintain or have an affiliation, investment or interest in business similar to or in competition with
the one operated at the Leased Premises within the Radius (except those carried on as of the Effective
Date), In the event of a violation of the Radius, in addition to Landlord's other remedies, the Net
Sales from any other business within the Radius shall be included in the Net Sales of the Leased
Premises and Percentage Rental shall be computed on the aggregate of the annual Net Sales made on,
in or from the Leased Premises and on, in or from any other business located within the Radius. In
such event, Tenant shall provide records to Landlord with respect to such business as set forth in
ARTICLE 6 of this Lease. A substantial increase in size or other substantial change in the business
at locations in existence on the Effective Date or a move to a location within the Radius shall remove
the exemption created for that location. The Radius s1 be measured from the perimeter of the
Shopping Center and shall mean a geometric measurement and not the actual distance over roads,
121 Not Applicable
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1.22 Operating Expenses Payment: Not Applicable, Landlord shall have the right, in its sole and absolute
discretion, to allocate all or a portion of any of Tenant’s payments under this Lease toward
Operating Expenses.
1,23 Not Applicable
1.24 Not Applicable
1,25 Not Applicable
1.26 A Not Applicable
B, Not Applicable
1.27 Not Applicable
1.28 Not Applicable
1.29 Not Applicable
If there is a conflict between a Reference Provision and the other provisions of this Lease, the former shall control.
RB
‘Adryon’s Shoe nA World_Northridge Fashion Conter_00187
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ARTICLE 1 - Leased Premises and Term
@ Landlord leases to Tenant and Tenant takes from Landlord in consideration of the covenants and agreements
in this Lease, the Leased Premises, which is depicted on “EXHIBIT A” and “EXHIBIT A-1”. The Leased Premises
shall include corridors and passageways for the exclusive use of the Leased Premises, columns, stairs, elevators and
any equipment located in the Leased Premises, as well as pipes, conduits, electrical wires and drainage lines that
direotly serve the Leased Premises, Landlord may make minor changes to the Leased Premises. The Shopping Center
includes all buildings, land, improvements, additions, extensions and deletions which may be made from time to time,
and may include adjacent parcels of land not owned, leased or controlled by Landlord but which are operated as an
integral part of the Shopping Center. If the square footage of the Leased Premises is different than the amount set
forth in Reference Provision 1.01, all Rental amounts based upon the square footage of the Leased Premises shall be
proportionately adjusted, and the parties shall execute an amendment to this Lease memorializing the adjusiments.
EXHIBITS A, A-L and B are for informational purposes only, and are nol a warranty, representation or agreement
that the Leased Premises, Shopping Center or other areas will be as shown on the Exhibits, or that other ocoupants, if
shown on the Exhibits, will be in the Shopping Center. Tenant has not been granted any easements of light or air
Tenant's rights are limited to the use and occupancy of the Leased Premises and the license to use the Joint Use Areas
as they may exist from time to time, all subject to the terms, covenants, conditions and provisions of this Lease.
(b) The term of this Lease (the "Term*) shall begin on the Beginning Work Date and end on the Expiration Date
noted in the Reference Provisions.
© If Tenant remains in possession of the Leased Premises after the expiration of the Term without a new lease
(even if Tenant has paid and Landlord has accepted Rental), Tenant shall be deemed to be occupying the Leased
Premises as a tenant from month to month, subject to the covenants, conditions and agreements of this Lease. ‘The
monthly Rental shall be computed based on 150% of the highest monthly Minimum Annual Rental and Additional
Rental payable during the Term (without benefit of any right to pay less Rental otherwise set forth in this Lense). If
Tenant fails to surrender the Leased Premises on the termination of this Lease, Tenant shall, in addition to other
liabilities to Landlord, indemnify, defend and hold Landlord harmless from loss and liability resulting from that failure
including, but not fimited to, claims made by a succeeding tenant, and loss of rental or other damages incurred by
Landiord as a result of such failure. The exercise of Landlord's rights herein shall not be interpreted to allow Tenant
to continue in possession, nor shall it be deemed an election to extend the Term beyond a month-to-month basis. If
Tenant remains in the Leased Premises following the expiration of the Term, such month-to-month tenancy shall be
teominable on 30 days prior written notice given by either party to the other party,
ARTICLE2 — Landlord’s Work
Landlord shall not be obligated to perform any work in the Leased Premises (“Landlord’s Work”), ‘Tenant's taking
possession of the Leased Premises shall be conclusive evidence of ‘Tenant's acceptance of the Leased Premises in its
‘as is” condition, including patent and latent defects. Tenant agrees that no representations about the condition of the
Leased Premises have been made by Landlord or its agents to Tenant, ‘Tenant hereby waives any implied warranties,
including, but not limited to fitness, suitability and habitability.
RTICLE 3 — Tenant
@ Otherhen-Landlord’s Work GPappliceble), All other work on and improvements to the Leased Premises
shall be performed by Tenant, at Tenant's expense ("Tenant's Work"). Tenant is currently in
possession of the Leased Premises and accepts the Leased Premises
in its present “as-is” condition and shall perform all work
necessary to prepare the Leased Premises for operation of the
Permitted Use as set forth in this Lease. All Tenant’s Work shall
be completed in accordance with Landlord’s design criteria and in
accordance with Landlord approved Tenant plans and specification.
Tenant's Work shall include-but-not-bo-timited-to;-the installation of storefronts and 1it storefront signs to be
completed by no later than the Remodel Completion Date; customerentrance
iPel ier de iL 4 is ‘ let the
fi te Leh I i AP: Sf
al as the tall Pek light fi allows 1 4 ash
the “ ed 4i th I the Bxbibi II signs
and electrical work for the signs
shall be installed by Tenant at Tenant's expense and approved by Landlord prior to installation, Approvel of the plans
and specifications by Landlord shall not create any responsibility by Landlord for their accuracy, sufficiency or
compliance with laws or rules and regulations, When Landlord has approved Tenant’s plans and specifications, such
approved plans shall show the date of Landlords approval and shall be deemed part of this Lease (“Tenant'sPlans")
‘i all: fo 1 4 BXERBE-EC attacked 4 a ‘
etthisdease-
(b) Following approval of Tenant's Plans by Landlord, Tenant shall begin Tenant's Work by the Beginning Work
Date, proceed with it diligently and complete it in strict accordance with Tenant's Plans, and Tenant shall open for
business in the Leased Premises on or before the Opening Date, 1 ‘i 1 if ste i
the-L aby bs i Di -the-fail £1, a d deh thy
Leased-P; 1 u: iy ip 1 L dl ‘: W fb L Pi f i bh sh
Dat shall ded-by ‘i f sed hat-Te t edt be 7 5. eI L 4
Bi ‘ del -to-Te 4 + dlord: 1 3 thefoll th Effe 5 Dat - ‘i ke
bed wus L Hord-by 365 yt th
£4 ‘Tenant releases Landlord from. any
claim for damages for any delay of the date on which the Leased Premises shall be ready for delivery to Tenant, If
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Tenant does not begin Tenant's Work by the Beginning Work Date and fails to commence Tenant”s Work within 30
days following receipt of notice from Landlord of such failure, Landlord shall have the right to terminate this Lease
upon written notice to Tenant, Jf Landlord elects to terminate this Lease in accordance with the immediately preceding
sentence, in addition to Landlord’s other remedies under this Lease, Tenant shall pay Landlord as liquidated damages
the cost of Landlord's Work plus 15% for overhead, If Tenant has not completed Tenant's Work and opened its store
for business to the public by the Opening Date (including the installation of fixtures, trade fixtures, improvements,
equipment, stock and inventory), Landlord shall be entitled to declare the same a default. In addition to (and not in
lieu of) Landlord's other rights and remedies, Tenant's rental shall nevertheless begin on the Opening Date at the per
day rate of 200% of daily Minimum Annual Rental and Additional Rental. he parties agree that charges specified in
the preceding sentence are liquidated damages, represent a reasonable estimate of Landlord's costs and expenses and
are fair compensation to Landlord for the loss suffered by Landlord.
ARTICLE 4 - Rent
Tenant shall pay Landlord as rental for the use and occupancy of the Leased Premises, at the limes and in the manner
provided, the following sums of money per annum in U.S. Dollars without deduction or set-off and without prior
demand;
@ MINIMUM ANNUAL RENTAL: The Minimum Annual Rental shall be payable in 12 equal monthly
installments in advance, upon the Ist day of each and every month during the periods of time specified in Reference
Provision 1.07. If Rental begins on a day other than the 1st day of a month, the monthly installment of Minimum
Annual Rental for the period from the Rental Commencement Date until the Ist day of the month next following shall
be prorated accordingly.
) PE! CENTAGE RENTAL: Tenant shall pay Landlord as "Percentage Rental!" at the times and in the manner
provided below, an amount equal to the Percentage Rate of all Net Sales (defined in ARTICLE 5) in excess of the
Annual Sales Base forthe time periods specified in Reference Provision 1.09. Percentage Rental shall be paid monthly
no later than the 15""day of the month, except that if the Rental Commencement Date is other than the first day of a
month, the Net Sales during the first partial month shall be added to the Net Sales of the next month. The amount of
each payment of Percentage Rental shall be equal to the amount of Net Sales in excess of the Monthly Sales Base for
the immediately preceding month multiplied by the Percentage Rate. The Annual Sales Base and/or the Monthly
Sales Base shall be prorated for any partial lease year (as defined below) upon the basis of 1/12thfor each full calendar
month of the partial lease year plus a per diem amount for each day of a partial month, At the end of each lease year
Percentage Rental for the entirety of the lease year shall be calculated, and if Tenant has underpaid Percentage Rental
for the relevant tease year the balance of any Percentage Rental due shall be paid within 60 days after the end of that
ease year. If al the end of a lease year the amount of the Percentage Rental paid by Tenant exceeds the amount of
Percentage Rental required to be paid by Tenant for that lease year, Tenant shall receive a credit for the excess, and
the excess shall be deducted by Tenant from the next payments of Pereentage Rental due (or if after the last lease year
of the Term, Landlord shall refund the excess to Tenant after Landlord's receipt of Tenant's certified statement of Net
Sales covering the last lease year of the Term), Bach lease year shall be considered as an independent accounting
period for the purpose of computing the amount of Percentage Rental due. The amount of Net Sales for any lease
year shall not be carried over into any other lease year. In the event that ‘Tenant does not continuously and without
interruption conduct its business during any 12 calendar month period, the Annual Sales Base and Threshold Amount
(if applicable) shall be adjusted proportionately to the period of closure.
For the purposes of this Lease, the term “lease year” will mean the 12 calendar month periods, as stated in Reference
Provision 1.09 of this Lease, or (in the event that individual 12-calendar month periods are not so reflected in
Reference Provision 1,09) the first full 12-calendar month period (plus any partial calendar month, if applicable)
provided in Reference Provision 1.09 of this Lease will be the first lease year, and each annual 12-calendar month
period thereafter will be deemed an individual lease year
© ADDITIONAL RENTAL: In addition to Minimum Annual Rental, Tenant : shall pay, as additional rental,
Percentage Rental, Property Taxes (if applicable), Utility Services
Charge (if applicable) and all other sums of money or charges required (0 be paid by Tenant under this Lease
(collectively referred to in this Lease as "Additional Rental"). Landlord shall have the right, in its sole and absolute
discretion, to allocate all or a portion of any of Tenant’s payments under this Lease including, but without limitation,
‘Minimum Annual Rental and Additional Rental, toward Operating Expenses or Property ‘Taxes, All amounts of
Minimum Annual Rental and Additional Rental payable in a given month (also collectively referred to in this Lease
as "Rent" or "Rental") shall be deemed to be a single rental obligation and shall survive the expiration of the Term or
the earlier termination of this Lease. All Rental shall be paid to Landlord's Payment Address as shown in Reference
Provision 1.10. Any payment by Tenant or acceptance by Landlord of a lesser amount than shall be due from Tenant
to Landlord at the time of such payment shall be treated as a payment on account, The acceptance by Landlord of a
check for a lesser amount with an endorsement ot statement thereon, or any letter accompanying such check stating
that such lesser amount is payment in full shall be given no effect, and Landlord may accept such check on account
without prejudice to any other rights or remedies which Landlord may have against Tenant. The obligation of Tenant
to pay Rental and other sums under this Lease, and the obligation of ‘Tenant to perform ‘Tenant's other covenants and
duties under this Lease constitute independent and unconditional obligations, unless otherwise expressly provided for
in this Lease, Tenant waives all right to withhold, deduct from, or offset against any Rental and other sums to be paid
Landlord by Tenant.
@ All past due Rental and other sums due I_andlord under this Lease shall bear interest from the due date until
paid by Tenant, at the rate of 5% above the Prime Rate (as defined below), not to exceed the maximum rate of interest.
allowed by law in the state where the Shopping Center is located (the "Interest Rate"). If Rental is not paid within 10
days after it is due, Tenant shall also pay Landlord, as liquidated damages, a Inte payment fee equal to the greater of
$100.00 or 5% of the delinquent rental for each and every month, or part of every month that the Rental remains
unj The interest and fees in this paragraph shall be deemed to be Additional Rental. All bank service charges
resulting from bad checks shall be bome by Tenant. "Prime Rate" wherever it appears in the Lease means the prime
2
Aaryn’s Shoe Word Nortidge Pshon Canter 00187
1014/2023;
DocuSign Envelope ID: 3874£950-13B9-48D9-8093-30532C528B3E
rate (or base rate) reported in the Money Rates column or section of The Wall Street Journal as being the base rate on.
corporate loans at large U.S, money center commercial banks. If The Wall Street Journal ceases publication of the
prime rate, Prime Rate shall mean the highest rate charged by J.P. Morgan Chase (or its successor) on short term
unsecured loans to its most creditworthy large corporate borrowers.
ARTICLE 5 - Definition of Grosy and Net Sales
@ Gross Sales is defined as the dollar aggregate of the full amount of the price charged or value received for all
goods and merchandise sold, leased, rented, licensed, or delivered, and all charges for all services sold or performed,
and all other receipts from all business conducted in, upon, or from, any part of the Leased Premises (including
business conducted by Tenant or its parent, subsidiary or affiliate, licensee, concessionaire, or subtenant (each a
“Tenant's Affiliate”)) whether for cash, by check, on credit, by charge account, exchange, or otherwise, and in any
combination thereof, and shail include, but not be limited to, the following transactions: (i) sales or orders received,
placed, taken, billed, fulfilled, shipped, picked up by the customer, or delivered to the customer, from or at the Leased
Premises by any means, including but not limited to, mail order, internet, telephone, or other technology-based system
whether now existing or hereinafter developed; (ji) rental of goods; (ii) reimbursements; (iv) all deposits not refunded
to purchasers; (v) all money or other value that ‘Tenant or ‘Tenant’s Affiliate is entitled to receive; (vi) the value of any
gilt certificates, gift cards, electronic vouchers, or like instrument, as well as any associated purchase, service,
activation or like fee for same; (vii) sales from vending machines; and (viii) any other transactions that Tenant in the
normal and customary course of its operations would creditor attribute to. Tenant’s business conducted in the Leased
Premises,
>) The following may be excluded from Tenant’s Gross Sales: (i) the sale of fixtures, equipment or property
that are not stock. i in-trade, or any sales not in
the ordinary course of Tenant’s business; and (ii) proceeds received
from insurance carriers for the loss of merchandise or equipment by loss, fre, theft, or other casualty or any proceeds
received from salvage in connection therewith
© ‘Net Sales is defined as Gross Sales less the following deductions to the extent included in Gross Sales: (i)
sales tax, use tax, excise tax, retailer's tax, occupation tax, or similar taxes imposed in a either a specific amount or as
determined by Tenant's sales and receipts; (ii) refunds and adjustments to customers to the ‘tent and in the amount
that the underlying transaction for which the refund is sought was included in Gross Sales; (iii) charitable donations
given to Tenant which Tenant in turn contributes to a charitable organization in full; (iv) charges paid by Tenant (and
not the customer) in connection with the use of credit cards or bank cards by customers of the Leased Premises not to
exceed 2% of such credit card transactions, (v) shipping fees and charges that are paid by Tenant to third parly delivery
services such as FedEx and UPS; (vi) alterations or monogramming fees that are paid by ‘Tenant to third party service
providers; and (vii) the amount of discounts on sales to employees to the extent the full value of the sale is included
in Gross Sales, not to exceed 2% of Net Sales per year,
ARTICLE 6 - Records and Audits
Tenant agrees to accurately record all sales in accordance with generally accepted accounting practices (showing all
of ils sales separately from its other stores), and to maintain sufficient original records which accurately summarize
all insactions relating to the Leased Premises (including the sales of any subtenant, licensee or concessionaire).
Original records shall include but not be limited to: sales documents, sequentially numbered tapes and readout totals
of cash registers or point of sale devices, sales retums and allowance detail, cash receipts, payroll journals, accounts
receivable, disbursement joumals, bank statements, deposit slips, inventory records, purchase orders, receiving
records, sales journals o daily sales reports, orders accepted by means of electronic, telephonic, video, computer of
another electronic or other technology based system, state sales and use tax returns (and all documentation used to
prepare the returns), and a complete general ledger. If ‘Tenant does not individually itemize and value any deduction
taken by Tenant pursuant to ARTICLE 5 of this Lease in its sales reports submitted to Landlord, Net Sales shall be
deemed to equal Gross Sales. Records shall be preserved by Tenant for a period of at least 5 years after the year in
which the sales occurred (however, if any audit is begun by Landlord or if there is a dispute regarding Tenant's Gross
and/or Net Sales, Tenant's records shall be retained by Tenant until a final resolution of the audit or dispute). Tenant
agrees to deliver to Landlord a statement of each month's sales on or before the Sth day of the following month, and
by the last day of the next full calendar month following the last day ofeach lease year ofthe Term an annual statement,
and Tenant’s submission of such statement is deemed Tenant’s certification of its correctness, Landlord shall be
entitled, at Landlord's expense, to have al any time and from time to time an audit of the Gross and/or Net Sales made
during any period covered by the annual stalement and account and to recalculate the Percentage Rental payable for
that period, If there is a deficiency in the payment of Percentage Rental, the deficiency shall be immediately due and
payable with interest at the Interest Rate, and the interest shall be Additional Rental from the date when the payments
should have been made, If there is an overpayment by Tenant, it shall be credited by Landlord against Rental next
coming due under this Lease. If Gross and/or Net Sales have been understated by more than 2% or Tenant fails to
record, maintain or make available the required sales suppo
Preview
Electronically FILED by The ByrneLaw Office Superior Court of California, County of Los Angeles A Professional Corporation 4/25/2024 1:18 PM John P. Byrne, SBN 134412 David W. Slayton, Executive Officer/Clerk of Court, 24007 Ventura Blvd., Suite 265 By L. Bush, Deputy Clerk Calabasas, California 91302-3921 Ph. (818) 593-5520 Fax (818) 593-5522 John.Byrne@byrnelawcorp.com Attorneys for Plaintiff GGP Northridge Fashion Center, LP SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF LOS ANGELES - NORTH VALLEY DISTRICT 10 11 GGP NORTHRIDGE FASHION Case No. 24CHCYO1549 12 CENTER, LP, a Delaware limited 13 partnership, COMPLAINT FOR UNLAWFUL DETAINER 14 Plaintiff, 15 1) Unlawful Detainer [CCP vs. §1161(2) 16 2) Unlawful Detainer [CCP 17 ELEVENNYNE, LLC, a California §1161(4) limited liability company and doing 18 business as “Adryon’s Shoe World;” [Unlimited Jurisdiction] 19 and DOES 1-— 10, inclusive, Defendants. 20 21 Plaintiff GGP Northridge Fashion Center, LP alleges as follows: 22 1. Plaintiff GGP Northridge Fashion Center, LP (“Plaintiff”) is a limited) 23 partnership organized and existing under the laws of the State of Delaware. 24 Plaintiff is authorized to do business in the State of California, County of Los 25 Angeles, City of Northridge. 26 27 28 1 Complaint For Unlawful Detainer 2. Plaintiff is informed and believes that Defendant Elevennyne, LLC (‘Tenant’) is a California limited liability company doing business under the fictitious business name of “Adryon’s Shoe World” in Northridge, California. 3. Tenant is in possession of the premises known as Northridge Fashion Center, 9301 Tampa Avenue, Space No. 00187, Northridge, CA 91324 (the “Premises’”). 4. Plaintiff is the landlord under the Lease (defined below) and the owner of the Northridge Fashion Center. The Premises is commercial retail property and part of the Northridge Fashion Center. 10 5. Plaintiff does not know the true names and capacities of those 11 defendants sued herein as DOES 1 through 10, inclusive, and therefore sues 12 those defendants by such fictitious names. Plaintiff will amend this 13 complaint to allege their true names and capacities when ascertained. Each 14 of the defendants designated herein as a “DOE” is legally responsible in some 15 manner for the conduct alleged herein and for the damages suffered by 16 Plaintiff. 17 6. On or about November 3, 2023, Plaintiff conveyed to Tenant, a 18 leasehold interest in the Premises with a term of approximately five years. 19 7. A true and correct copy of the written lease (the “Lease”) is attached 20 hereto as Exhibit “A” and is incorporated herein by this reference as if set 21 forth in full. 22 8. Plaintiff delivered possession of the Premises to Tenant and 23 otherwise performed under the Lease. 24 9. Tenant agreed to pay rent and other charges (all included as “Rent”) 25 payable monthly. 26 10. Rent was $8,074 per month at times relevant to this Complaint. 27 11. Tenant breached the Lease by failing to pay Rent. 28 2 Complaint For Unlawful Detainer FIRST CAUSE OF ACTION (Unlawful Detainer [CCP §1161(2) against all Defendants and DOES 1-10) 12. Plaintiff incorporates herein by reference paragraphs 1 through 11 inclusive above as if set forth in full. 13. On December 11, 2023 and January 22, 2024, Plaintiff notified Tenant in writing that it had defaulted in its payment of Rent. 14. A true and correct copy of the December 11, 2023 and January 22, 2024, written notices are attached hereto as Exhibit “B” and are incorporated herein by this reference as if set forth in full. 10 15. Despite the written notices, Tenant failed to bring its Rent current. 11 16. On April 9, 2024, Plaintiff served Tenant with a statutory Five Day 12 Notice to Pay Rent or Quit (“Notice to Pay Rent or Quit”) by posting at the 13 Premises and mailing to Tenant’s notice address via overnight courier. 14 17. A true and correct copy of the Notice to Pay Rent or Quit is 15 attached hereto as Exhibit “C” and is incorporated herein by this reference as 16 if set forth in full. 17 18. True and correct copies of the Proofs of Service of the Notice to Pay 18 Rent or Quit are attached hereto as Exhibit “D” and are incorporated herein 19 as if set forth in full. 20 19. At the time Plaintiff served the Notice to Pay Rent or Quit, the 21 amount of Rent due was $66,557.44. Plaintiff estimated the amount of rent 22 owing under California Code of Civil Procedure §1161.1. 23 20. On April 16, 2024, the Notice to Pay Rent or Quit expired at the 24 end of the day. 25 21. Tenant failed to comply with the requirements of the Notice to Pay 26 Rent or Quit by that date, or at any time since. 27 22. Tenant is unlawfully detaining the Premises. 28 3 Complaint For Unlawful Detainer 23. The Notice to Pay Rent or Quit included an election of forfeiture of the Lease. 24. The fair market value of the Premises is at least $269 per day. 25. The Lease provides for Plaintiff's recovery of attorney’s fees. [Lease Article 27(a).] 26. Notice to Tenant: If you make a partial payment after the service of this Complaint, Plaintiff may accept the partial payment and may amend the legal action to reflect the partial payments without delaying this action from proceeding. If you tender full payment of the amount set forth in this 10 Complaint, then Plaintiff advises you that Plaintiff will negotiate such full 11 payment without waiver of the declared forfeiture of the Lease, or of its 12 termination. 13 27. Further Notice to Tenant: If you make payment, you are requested 14 to deliver it to Plaintiff's counsel. If you tender a payment to anybody other 15 than Plaintiffs counsel, then Plaintiff advises you that Plaintiff will negotiate 16 such full payment by its automated processes without waiver of the 17 termination of the Lease. If you tender a payment to Plaintiffs counsel, such 18 payment will be accepted under the rights reserved by California Code of 19 Civil Procedure §1161.1 (b) and as stated in the preceding paragraph. 20 21 SECOND CAUSE OF ACTION 22 (Unlawful Detainer [CCP §1161(4) against all Defendants and DOES 1-10) 23 28. Plaintiff incorporates herein by reference paragraphs 1 through 27 24 inclusive above as if set forth in full. 25 29. Tenant agreed under the Lease to open for business during the 26 operating hours of the Northridge Fashion Center. 27 30. Tenant breached its promise to open for business for weeks. 28 4 Complaint For Unlawful Detainer 31. On April 9, 2024, Plaintiff served Tenant with a statutory Ten Day Notice to Quit (“Notice to Quit”) by posting the notice at the Premises and by mail to Tenant’s notice address via overnight courier. 32. A true and correct copy of the Notice to Quit is attached hereto as Exhibit “E” and is incorporated herein by this reference as if set forth in full. 33. True and correct copies of the Proofs of Service of the Notice to Quit! are attached hereto as Exhibit “F” and are incorporated herein as if set forth in full. 34. On April 19, 2024, the Notice to Quit expired at the end of the day. 10 35. Tenant failed to comply with the requirements of the Notice to Pay 11 Quit by that date, or at any time since. 12 13 36. WHEREFORE, Plaintiff prays for judgment against Defendants as 14 follows: 15 16 I. ON THE FIRST CAUSE OF ACTION. 17 a Possession of the Premises; 18 b Costs incurred in this proceeding; 19 c. Reasonable attorney’s fees; 20 d Rent in the sum of $66,667.44, plus interest and late fees if 21 applicable; 22 e Damages at the rate of $269 for each day Tenant continues 23 to occupy the Premises after April 16, 2024 until the date of Judgment; 24 f. Forfeiture of the Lease; and 25 8 Any other relief as the Court may deem just and proper. 26 27 28 5 Complaint For Unlawful Detainer II. ON THE SECOND CAUSE OF ACTION. Possession of the Premises; Costs incurred in this proceeding; Reasonable attorney’s fees; Rent in the sum of $66,667.44, plus interest and late fees if applicable; e Damages at the rate of $269 for each day Tenant continues to occupy the Premises after April 19, 2024 until the date of Judgment; f. Forfeiture of the Lease; and 10 8 Any other relief as the Court may deem just and proper. 11 12 13 Dated: April 24, 2024 The ByrneLaw Office 14 A Professional Corporation 15 16 Qeckn P_Busne Joh P. Byrne 17 Attorneys for Plaintiff 18 GGP Northridge Fashion Center, LP 19 20 21 22 23 24 25 26 27 28 6 Complaint For Unlawful Detainer VERIFICATION I, Daniyel John, am the General Manager of the Northridge Fashion Center. I have read the foregoing Complaint for Unlawful Detainer and have personal knowledge of the truth of the allegations recited therein. As to the matters asserted on information and belief, I am informed and believe that the matters therein are true and on that ground allege that the matters stated therein are true. 10 I declare under penalty of perjury under the laws of the State of 11 California that the foregoing is true and correct. 12 13 14 15 Dahiyel John 16 17 18 19 20 21 22 23 24 25 26 27 28 7 Complaint For Unlawful Detainer EXHIBIT “A” DocuSign Envelope ID: 3874£950-1389-4BD9-8C93-3D532052BB3E Northridge Fashion Center Adryon's Shoe World Space No, 00187 TABLE OF CONTENTS REFERENCE PROVISIONS ARTICLE Leased Premises and Term Landlord’s Work Tenant’s Work Rental Definition of Gross Sales and Net Sales Records and Audits Taxes Subordination and Attomment Access to and Surrender of Leased Premises 10 Repairs and Maintenance 1 Alterations; Liens 12 Fixtures and Personal Property 13 Laws and Ordinances 14 Utility Costs 15 Joint Use Areas: 16 Damage to Leased Premises 17 Insurance 18 Indemnification 19 Assignment and Subietting 20 Default by Tenant and Remedies 21 Tenant's Conduct of Business 22 Eminent Domain 23 Estoppel Certificate and Financial Statements 24 Force Majeure 25 Security Deposit 26 Liability of Landlord; Ownership 27 Miscellaneous 28 Special Provisions EXHIBITS: EXHIBIT A, A-1 Plans of Leased Premises EXHIBIT B Site Plan EXHIBIT C Deseription of Landlord/Tenant Work EXHIBIT D. Rules and Regulations Adryon’s Shoe World_Northridge Fashion Center_00187 10/4/2023; BC:la Docusign Envelope 1D: 3874£950-13B9-4809-8093-305320528B3E LEASE THIS LEASE is between GGP NORTHRIDGE FASHION CENTER, LP, a Delaware limited partnership ("Landlord"), and ELEVENNYNE, LLC, a California li «liability company ("Tenant"). ‘The date of this Lease is November 3 , 2023 (the "Effective Date"), The Leased Premises are located in the Northridge Fas! Center (th ‘Shopping Center") which is located in the City of NORTHRIDGE, County of Los Angeles, and State of California and which is generally depicted on “EXHIBIT B”, attached hereto. REFERENCE PROVISIONS The following references define terms used in the specified Articles and elsewhere in this Lease and shall be construed in accordance with the provisions and conditions in this Lease: 1.01 Leased Premises: 00187 Northridge Fashion Center containing approximately 2,274 square fect of floor area (the “Leased Premises”), 1.02 Expiration Date: July 31,2028 1.03 Permitted Uso: Only for the retail operation offering primarily apparel and footwear services including related accessories, and for no other use or purpose whatsoever. 1.04 Submittal date for preliminary plans (as defined in Exhibit C): Not Applicable Submittal date for final plans and specifications (as defined in Exhibit C): Not Applicable Nowdthstanding th inthi td preliminary-plans-andd plans, ia-com th-Exhibit-C- Jthe-T ee ae on-or-hefore-the submittaldate for prelimin tnd idk Lean: $250.00 Hedi th Fenantls Jnte-in-providing-such-preliminary plins-and/or-final plane,—Purther,at-Landlords-option; Landlord 1,05 Beginning Work Date: August t, 2023 1,06 Opening Date and Rental Commencement Date: (a) Opening Date: August 1, 2023 (b) Rental Commencement Date: August 1, 2023 (©) Remodel Completion Date: December 1, 2023 1.07 Minimum Annual Rental: Rental Commencement Date - 31/2024 $70,857.00 per year ($5,904.75 per month) 8/1/2024 - TI3M2025, $72,982.71 per year (86,081.89 per month) 8/1/2025 - 7131/2026 $75,172.19 per year (86,264.35 per month) 8/1/2026 - 7131/2027 $77,427.36 per year (86,452.28 per month) 8/1/2027 - Expiration Date $79,750.18 per year (86,645.85 per month) Landlord reserves the right to allocate amounts received as Minimum Annual Rental to any charges outlined in ARTICLE 15 of this Lease in such amounts and at such times as Landlord shall elect in its sole discretion. 1.08 Percentage Rate: 10% 1.09 Annual Sales Base and Monthly Sales Base: Rental Commencement Date - 324 $480,000.00 per year ($40,000.00 per month) 8/1/2024 - 312025 $494,399.16 per year ($41,199.93 per month) 8/1/2025 - 7131/2026 $509,231.13 per year ($42,435.93 per month) 8/1/2026 ~ 7131/2027 $524,508.09 per year ($43,709.01 per month) 8/1/2027 - Expiration Date $540,243.33 per year ($45,020.28 per month) RI ‘Adryon’s Shoe World Northridge Fashion Center_00187 10/4/2023; BCsla Docusign Envelope 1D: 3874£950-13B9-4809-8693-3D532C52B03E, 1.10 Address of Landlord: Landlord’s Notice Address Landlord’s Payment Address: GGP Northridge Fashion Center, LP GGP Northridge Fashion Center, LP c/o Northridge Fashion Center Northridge Fashion Center 350 N, Orleans St. SDS-12-1664 Suite 300 PO Box 86 Chicago, IL 60654-1607 Minneapolis, Minnesota 55486-1664 Att Law/Lease Administration Department With a copy to: Northridge Fashion Center 9301 TAMPA AVENUE NORTHRIDGE, California 91324 Attn: General Manager Lu Address of Tenan Notice: Billing: Elevennyne, LLC Elevennyne, LLC 24325 Crenshaw Blyd STE 211 24325 Crenshaw Blvd STE 211 Torrance, California 90505 Torrance, Califor 90505 1.12 ‘Trade Name: “Adryon's Shoe World” 1.13 Anchors: An "anchor" for all purposes under this Lease is any operation, land, building, store or business, whether occupied or vacant and whether owned or leased, whi eases or occupies 30,000 square feet or more of space in the Shopping Center. A "variety or specialty store" is (aa) an occupant which leases or occupies between 10,000 and 29,999 square feet of space in the Shopping Center, or (bb) a restaurant occupant having an exterior entrance. An "outparcel" is any operation, land, building, store or business whether occupied or vacant and whether owned or leased, that is not an anchor or variety or specialty store and is separated by vehicular access or parking area from the Main Mall Building(s) or does not have an entrance accessible to the customers of the Shopping Center directly from the Main Mall Building(s). 1.14 Preliminary Rent/Initial Assessmen Not Applicable LAS Not Applicable 1.16 Not Applicable 117 Relocation: Landlord shall have the right at any time upon 90 days’ notice, to relocate the Leased Premises to another location within the Shopping Center (“Substitute Space”), containin; approximately the same amount of floor area as the Leased Premises. Landlord shall pay the cost of improving the Substitute Space to a comparable condition that existed in the Leased Premises, and for all reasonable moving expenses incurred by Tenant. Tenant shall, upon delivery of the Substitute Space to Tenant, install its fixtures, furniture and equipment in the Substitute Space prior to opening for business in the Substitute Space and Tenant shall open for business in the Substitute Space within 30 days after delivery of the Substitute Spa to Tenant, Rental shall abate for the period beginning, with Tenant’s closure of business and cot te until the earlier of Tenant opening for business in the Substitute Space or the end of such 30 day period. 118 Tenant Allowance: Not Applicable Lig Security Deposit: $16,000.00 to be deposited with Landlord by Tenant as follows and shall be held by Landlord in accordance with ARTICLE 25: (a) $6,000.00 at the time of ing this Lease to Landlord for signature; (b) $5,000.00 on November 1, 2023; and (¢) $5,000.00 on December 1, 2023. 1,20 Radius: £0 miles (the “Radius”). During the Term, Tenant, its parent, subsidiary, franchisor, or franchisee, or any guarantor of this Lease or any person, firm, corporation or other entity having an Interest or in or controlled by any of the foregoing, may not directly or indirectly, own, operate, maintain or have an affiliation, investment or interest in business similar to or in competition with the one operated at the Leased Premises within the Radius (except those carried on as of the Effective Date), In the event of a violation of the Radius, in addition to Landlord's other remedies, the Net Sales from any other business within the Radius shall be included in the Net Sales of the Leased Premises and Percentage Rental shall be computed on the aggregate of the annual Net Sales made on, in or from the Leased Premises and on, in or from any other business located within the Radius. In such event, Tenant shall provide records to Landlord with respect to such business as set forth in ARTICLE 6 of this Lease. A substantial increase in size or other substantial change in the business at locations in existence on the Effective Date or a move to a location within the Radius shall remove the exemption created for that location. The Radius s1 be measured from the perimeter of the Shopping Center and shall mean a geometric measurement and not the actual distance over roads, 121 Not Applicable R2 ‘Adryon's Shoe Word Noche Pasion Cntr 00187 10/4/20: cA DocuSign Envelope ID; 3874E950-13B9-4BD9-8C93-305320528B3E 1.22 Operating Expenses Payment: Not Applicable, Landlord shall have the right, in its sole and absolute discretion, to allocate all or a portion of any of Tenant’s payments under this Lease toward Operating Expenses. 1,23 Not Applicable 1.24 Not Applicable 1,25 Not Applicable 1.26 A Not Applicable B, Not Applicable 1.27 Not Applicable 1.28 Not Applicable 1.29 Not Applicable If there is a conflict between a Reference Provision and the other provisions of this Lease, the former shall control. RB ‘Adryon’s Shoe nA World_Northridge Fashion Conter_00187 1014/20: DocuSign Envelope ID: 3874E950-13B9-4809-8C93-30532C52B83E, ARTICLE 1 - Leased Premises and Term @ Landlord leases to Tenant and Tenant takes from Landlord in consideration of the covenants and agreements in this Lease, the Leased Premises, which is depicted on “EXHIBIT A” and “EXHIBIT A-1”. The Leased Premises shall include corridors and passageways for the exclusive use of the Leased Premises, columns, stairs, elevators and any equipment located in the Leased Premises, as well as pipes, conduits, electrical wires and drainage lines that direotly serve the Leased Premises, Landlord may make minor changes to the Leased Premises. The Shopping Center includes all buildings, land, improvements, additions, extensions and deletions which may be made from time to time, and may include adjacent parcels of land not owned, leased or controlled by Landlord but which are operated as an integral part of the Shopping Center. If the square footage of the Leased Premises is different than the amount set forth in Reference Provision 1.01, all Rental amounts based upon the square footage of the Leased Premises shall be proportionately adjusted, and the parties shall execute an amendment to this Lease memorializing the adjusiments. EXHIBITS A, A-L and B are for informational purposes only, and are nol a warranty, representation or agreement that the Leased Premises, Shopping Center or other areas will be as shown on the Exhibits, or that other ocoupants, if shown on the Exhibits, will be in the Shopping Center. Tenant has not been granted any easements of light or air Tenant's rights are limited to the use and occupancy of the Leased Premises and the license to use the Joint Use Areas as they may exist from time to time, all subject to the terms, covenants, conditions and provisions of this Lease. (b) The term of this Lease (the "Term*) shall begin on the Beginning Work Date and end on the Expiration Date noted in the Reference Provisions. © If Tenant remains in possession of the Leased Premises after the expiration of the Term without a new lease (even if Tenant has paid and Landlord has accepted Rental), Tenant shall be deemed to be occupying the Leased Premises as a tenant from month to month, subject to the covenants, conditions and agreements of this Lease. ‘The monthly Rental shall be computed based on 150% of the highest monthly Minimum Annual Rental and Additional Rental payable during the Term (without benefit of any right to pay less Rental otherwise set forth in this Lense). If Tenant fails to surrender the Leased Premises on the termination of this Lease, Tenant shall, in addition to other liabilities to Landlord, indemnify, defend and hold Landlord harmless from loss and liability resulting from that failure including, but not fimited to, claims made by a succeeding tenant, and loss of rental or other damages incurred by Landiord as a result of such failure. The exercise of Landlord's rights herein shall not be interpreted to allow Tenant to continue in possession, nor shall it be deemed an election to extend the Term beyond a month-to-month basis. If Tenant remains in the Leased Premises following the expiration of the Term, such month-to-month tenancy shall be teominable on 30 days prior written notice given by either party to the other party, ARTICLE2 — Landlord’s Work Landlord shall not be obligated to perform any work in the Leased Premises (“Landlord’s Work”), ‘Tenant's taking possession of the Leased Premises shall be conclusive evidence of ‘Tenant's acceptance of the Leased Premises in its ‘as is” condition, including patent and latent defects. Tenant agrees that no representations about the condition of the Leased Premises have been made by Landlord or its agents to Tenant, ‘Tenant hereby waives any implied warranties, including, but not limited to fitness, suitability and habitability. RTICLE 3 — Tenant @ Otherhen-Landlord’s Work GPappliceble), All other work on and improvements to the Leased Premises shall be performed by Tenant, at Tenant's expense ("Tenant's Work"). Tenant is currently in possession of the Leased Premises and accepts the Leased Premises in its present “as-is” condition and shall perform all work necessary to prepare the Leased Premises for operation of the Permitted Use as set forth in this Lease. All Tenant’s Work shall be completed in accordance with Landlord’s design criteria and in accordance with Landlord approved Tenant plans and specification. Tenant's Work shall include-but-not-bo-timited-to;-the installation of storefronts and 1it storefront signs to be completed by no later than the Remodel Completion Date; customerentrance iPel ier de iL 4 is ‘ let the fi te Leh I i AP: Sf al as the tall Pek light fi allows 1 4 ash the “ ed 4i th I the Bxbibi II signs and electrical work for the signs shall be installed by Tenant at Tenant's expense and approved by Landlord prior to installation, Approvel of the plans and specifications by Landlord shall not create any responsibility by Landlord for their accuracy, sufficiency or compliance with laws or rules and regulations, When Landlord has approved Tenant’s plans and specifications, such approved plans shall show the date of Landlords approval and shall be deemed part of this Lease (“Tenant'sPlans") ‘i all: fo 1 4 BXERBE-EC attacked 4 a ‘ etthisdease- (b) Following approval of Tenant's Plans by Landlord, Tenant shall begin Tenant's Work by the Beginning Work Date, proceed with it diligently and complete it in strict accordance with Tenant's Plans, and Tenant shall open for business in the Leased Premises on or before the Opening Date, 1 ‘i 1 if ste i the-L aby bs i Di -the-fail £1, a d deh thy Leased-P; 1 u: iy ip 1 L dl ‘: W fb L Pi f i bh sh Dat shall ded-by ‘i f sed hat-Te t edt be 7 5. eI L 4 Bi ‘ del -to-Te 4 + dlord: 1 3 thefoll th Effe 5 Dat - ‘i ke bed wus L Hord-by 365 yt th £4 ‘Tenant releases Landlord from. any claim for damages for any delay of the date on which the Leased Premises shall be ready for delivery to Tenant, If 1 ‘Adryon’s Shoe World_Northridge Fashion Center_00187 10/4/2023; BC:Ia Docusign Envelope ID: 3874E950-1389-48D9-8693-30532052BB3E Tenant does not begin Tenant's Work by the Beginning Work Date and fails to commence Tenant”s Work within 30 days following receipt of notice from Landlord of such failure, Landlord shall have the right to terminate this Lease upon written notice to Tenant, Jf Landlord elects to terminate this Lease in accordance with the immediately preceding sentence, in addition to Landlord’s other remedies under this Lease, Tenant shall pay Landlord as liquidated damages the cost of Landlord's Work plus 15% for overhead, If Tenant has not completed Tenant's Work and opened its store for business to the public by the Opening Date (including the installation of fixtures, trade fixtures, improvements, equipment, stock and inventory), Landlord shall be entitled to declare the same a default. In addition to (and not in lieu of) Landlord's other rights and remedies, Tenant's rental shall nevertheless begin on the Opening Date at the per day rate of 200% of daily Minimum Annual Rental and Additional Rental. he parties agree that charges specified in the preceding sentence are liquidated damages, represent a reasonable estimate of Landlord's costs and expenses and are fair compensation to Landlord for the loss suffered by Landlord. ARTICLE 4 - Rent Tenant shall pay Landlord as rental for the use and occupancy of the Leased Premises, at the limes and in the manner provided, the following sums of money per annum in U.S. Dollars without deduction or set-off and without prior demand; @ MINIMUM ANNUAL RENTAL: The Minimum Annual Rental shall be payable in 12 equal monthly installments in advance, upon the Ist day of each and every month during the periods of time specified in Reference Provision 1.07. If Rental begins on a day other than the 1st day of a month, the monthly installment of Minimum Annual Rental for the period from the Rental Commencement Date until the Ist day of the month next following shall be prorated accordingly. ) PE! CENTAGE RENTAL: Tenant shall pay Landlord as "Percentage Rental!" at the times and in the manner provided below, an amount equal to the Percentage Rate of all Net Sales (defined in ARTICLE 5) in excess of the Annual Sales Base forthe time periods specified in Reference Provision 1.09. Percentage Rental shall be paid monthly no later than the 15""day of the month, except that if the Rental Commencement Date is other than the first day of a month, the Net Sales during the first partial month shall be added to the Net Sales of the next month. The amount of each payment of Percentage Rental shall be equal to the amount of Net Sales in excess of the Monthly Sales Base for the immediately preceding month multiplied by the Percentage Rate. The Annual Sales Base and/or the Monthly Sales Base shall be prorated for any partial lease year (as defined below) upon the basis of 1/12thfor each full calendar month of the partial lease year plus a per diem amount for each day of a partial month, At the end of each lease year Percentage Rental for the entirety of the lease year shall be calculated, and if Tenant has underpaid Percentage Rental for the relevant tease year the balance of any Percentage Rental due shall be paid within 60 days after the end of that ease year. If al the end of a lease year the amount of the Percentage Rental paid by Tenant exceeds the amount of Percentage Rental required to be paid by Tenant for that lease year, Tenant shall receive a credit for the excess, and the excess shall be deducted by Tenant from the next payments of Pereentage Rental due (or if after the last lease year of the Term, Landlord shall refund the excess to Tenant after Landlord's receipt of Tenant's certified statement of Net Sales covering the last lease year of the Term), Bach lease year shall be considered as an independent accounting period for the purpose of computing the amount of Percentage Rental due. The amount of Net Sales for any lease year shall not be carried over into any other lease year. In the event that ‘Tenant does not continuously and without interruption conduct its business during any 12 calendar month period, the Annual Sales Base and Threshold Amount (if applicable) shall be adjusted proportionately to the period of closure. For the purposes of this Lease, the term “lease year” will mean the 12 calendar month periods, as stated in Reference Provision 1.09 of this Lease, or (in the event that individual 12-calendar month periods are not so reflected in Reference Provision 1,09) the first full 12-calendar month period (plus any partial calendar month, if applicable) provided in Reference Provision 1.09 of this Lease will be the first lease year, and each annual 12-calendar month period thereafter will be deemed an individual lease year © ADDITIONAL RENTAL: In addition to Minimum Annual Rental, Tenant : shall pay, as additional rental, Percentage Rental, Property Taxes (if applicable), Utility Services Charge (if applicable) and all other sums of money or charges required (0 be paid by Tenant under this Lease (collectively referred to in this Lease as "Additional Rental"). Landlord shall have the right, in its sole and absolute discretion, to allocate all or a portion of any of Tenant’s payments under this Lease including, but without limitation, ‘Minimum Annual Rental and Additional Rental, toward Operating Expenses or Property ‘Taxes, All amounts of Minimum Annual Rental and Additional Rental payable in a given month (also collectively referred to in this Lease as "Rent" or "Rental") shall be deemed to be a single rental obligation and shall survive the expiration of the Term or the earlier termination of this Lease. All Rental shall be paid to Landlord's Payment Address as shown in Reference Provision 1.10. Any payment by Tenant or acceptance by Landlord of a lesser amount than shall be due from Tenant to Landlord at the time of such payment shall be treated as a payment on account, The acceptance by Landlord of a check for a lesser amount with an endorsement ot statement thereon, or any letter accompanying such check stating that such lesser amount is payment in full shall be given no effect, and Landlord may accept such check on account without prejudice to any other rights or remedies which Landlord may have against Tenant. The obligation of Tenant to pay Rental and other sums under this Lease, and the obligation of ‘Tenant to perform ‘Tenant's other covenants and duties under this Lease constitute independent and unconditional obligations, unless otherwise expressly provided for in this Lease, Tenant waives all right to withhold, deduct from, or offset against any Rental and other sums to be paid Landlord by Tenant. @ All past due Rental and other sums due I_andlord under this Lease shall bear interest from the due date until paid by Tenant, at the rate of 5% above the Prime Rate (as defined below), not to exceed the maximum rate of interest. allowed by law in the state where the Shopping Center is located (the "Interest Rate"). If Rental is not paid within 10 days after it is due, Tenant shall also pay Landlord, as liquidated damages, a Inte payment fee equal to the greater of $100.00 or 5% of the delinquent rental for each and every month, or part of every month that the Rental remains unj The interest and fees in this paragraph shall be deemed to be Additional Rental. All bank service charges resulting from bad checks shall be bome by Tenant. "Prime Rate" wherever it appears in the Lease means the prime 2 Aaryn’s Shoe Word Nortidge Pshon Canter 00187 1014/2023; DocuSign Envelope ID: 3874£950-13B9-48D9-8093-30532C528B3E rate (or base rate) reported in the Money Rates column or section of The Wall Street Journal as being the base rate on. corporate loans at large U.S, money center commercial banks. If The Wall Street Journal ceases publication of the prime rate, Prime Rate shall mean the highest rate charged by J.P. Morgan Chase (or its successor) on short term unsecured loans to its most creditworthy large corporate borrowers. ARTICLE 5 - Definition of Grosy and Net Sales @ Gross Sales is defined as the dollar aggregate of the full amount of the price charged or value received for all goods and merchandise sold, leased, rented, licensed, or delivered, and all charges for all services sold or performed, and all other receipts from all business conducted in, upon, or from, any part of the Leased Premises (including business conducted by Tenant or its parent, subsidiary or affiliate, licensee, concessionaire, or subtenant (each a “Tenant's Affiliate”)) whether for cash, by check, on credit, by charge account, exchange, or otherwise, and in any combination thereof, and shail include, but not be limited to, the following transactions: (i) sales or orders received, placed, taken, billed, fulfilled, shipped, picked up by the customer, or delivered to the customer, from or at the Leased Premises by any means, including but not limited to, mail order, internet, telephone, or other technology-based system whether now existing or hereinafter developed; (ji) rental of goods; (ii) reimbursements; (iv) all deposits not refunded to purchasers; (v) all money or other value that ‘Tenant or ‘Tenant’s Affiliate is entitled to receive; (vi) the value of any gilt certificates, gift cards, electronic vouchers, or like instrument, as well as any associated purchase, service, activation or like fee for same; (vii) sales from vending machines; and (viii) any other transactions that Tenant in the normal and customary course of its operations would creditor attribute to. Tenant’s business conducted in the Leased Premises, >) The following may be excluded from Tenant’s Gross Sales: (i) the sale of fixtures, equipment or property that are not stock. i in-trade, or any sales not in the ordinary course of Tenant’s business; and (ii) proceeds received from insurance carriers for the loss of merchandise or equipment by loss, fre, theft, or other casualty or any proceeds received from salvage in connection therewith © ‘Net Sales is defined as Gross Sales less the following deductions to the extent included in Gross Sales: (i) sales tax, use tax, excise tax, retailer's tax, occupation tax, or similar taxes imposed in a either a specific amount or as determined by Tenant's sales and receipts; (ii) refunds and adjustments to customers to the ‘tent and in the amount that the underlying transaction for which the refund is sought was included in Gross Sales; (iii) charitable donations given to Tenant which Tenant in turn contributes to a charitable organization in full; (iv) charges paid by Tenant (and not the customer) in connection with the use of credit cards or bank cards by customers of the Leased Premises not to exceed 2% of such credit card transactions, (v) shipping fees and charges that are paid by Tenant to third parly delivery services such as FedEx and UPS; (vi) alterations or monogramming fees that are paid by ‘Tenant to third party service providers; and (vii) the amount of discounts on sales to employees to the extent the full value of the sale is included in Gross Sales, not to exceed 2% of Net Sales per year, ARTICLE 6 - Records and Audits Tenant agrees to accurately record all sales in accordance with generally accepted accounting practices (showing all of ils sales separately from its other stores), and to maintain sufficient original records which accurately summarize all insactions relating to the Leased Premises (including the sales of any subtenant, licensee or concessionaire). Original records shall include but not be limited to: sales documents, sequentially numbered tapes and readout totals of cash registers or point of sale devices, sales retums and allowance detail, cash receipts, payroll journals, accounts receivable, disbursement joumals, bank statements, deposit slips, inventory records, purchase orders, receiving records, sales journals o daily sales reports, orders accepted by means of electronic, telephonic, video, computer of another electronic or other technology based system, state sales and use tax returns (and all documentation used to prepare the returns), and a complete general ledger. If ‘Tenant does not individually itemize and value any deduction taken by Tenant pursuant to ARTICLE 5 of this Lease in its sales reports submitted to Landlord, Net Sales shall be deemed to equal Gross Sales. Records shall be preserved by Tenant for a period of at least 5 years after the year in which the sales occurred (however, if any audit is begun by Landlord or if there is a dispute regarding Tenant's Gross and/or Net Sales, Tenant's records shall be retained by Tenant until a final resolution of the audit or dispute). Tenant agrees to deliver to Landlord a statement of each month's sales on or before the Sth day of the following month, and by the last day of the next full calendar month following the last day ofeach lease year ofthe Term an annual statement, and Tenant’s submission of such statement is deemed Tenant’s certification of its correctness, Landlord shall be entitled, at Landlord's expense, to have al any time and from time to time an audit of the Gross and/or Net Sales made during any period covered by the annual stalement and account and to recalculate the Percentage Rental payable for that period, If there is a deficiency in the payment of Percentage Rental, the deficiency shall be immediately due and payable with interest at the Interest Rate, and the interest shall be Additional Rental from the date when the payments should have been made, If there is an overpayment by Tenant, it shall be credited by Landlord against Rental next coming due under this Lease. If Gross and/or Net Sales have been understated by more than 2% or Tenant fails to record, maintain or make available the required sales suppo