Complaint,Petition: SPC 6600 SNIDER PLAZA LP vs. VHG SP 1, LLC, et al

On April 22, 2024 a Complaint,Petition was filed involving a dispute between Spc 6600 Snider Plaza Lp, and Vandelay Hospitality Group, Llc, Vhg Sp 1, Llc, for CNTR CNSMR COM DEBT in the District Court of Dallas County.

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FILED
4/22/2024 4:18 PM
2CIT/ES FELICIA PITRE
DISTRICT CLERK
DALLAS CO., TEXAS
Dominique Gadberry DEPUTY
DC-24-05862
CAUSE NO.

SPC 6600 SNIDER PLAZA LP, IN THE DISTRICT COURT

Plaintiff,

Vv, DALLAS COUNTY, TEXAS

VHG SP 1, LLC and VANDELAY
HOSPITALITY GROUP, LLC,
44th
Defendants. JUDICIAL DISTRICT

PLAINTIFF’S ORIGINAL PETITION

SPC 6600 Snider Plaza LP (“Plaintiff’ or “Landlord”) files its Original Petition (the

“Petition”) against VHG SP 1, LLC (“VHG” or “Tenant”) and Vandelay Hospitality Group,

LLC (“Vandelay” or “Guarantor”) (collectively, “Defendants”) as follows:

I
DISCOVERY CONTROL PLAN

A Plaintiff pleads that discovery should be conducted in accordance with a

discovery plan under Rule 190.3 of the Texas Rule of Civil Procedure (Level 2).

II.
RULE 47 STATEMENT OF RELIEF SOUGHT

2. Plaintiffs currently seek monetary relief in excess of $250,000 but not more

than $1,000,000 and non-monetary relief (i.e. specific performance of a contract).! The

damages sought by Plaintiffs are within the jurisdictional limits of this Court.

Il.
PARTIES

3. Plaintiff SPC 6600 Snider Plaza LP is a limited partnership organized and

1 As stated below, Plaintiff intends to seek such other and further amounts that will continue to accrue under
the Lease as they become due unless VHG timely cures its defaults and remedies its ongoing breach of the
Lease. Such future amounts could reasonably be in excess of $1,000,000. Plaintiff reserves the right to amend
its Rule 47 statement if necessary at a later date.

PLAINTIFF'S ORIGINAL PETITION Page 1 of 12
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existing under the laws of the State of Texas with its principal office located at 6565

Hillcrest Avenue, Suite 210, Dallas, Texas 75205.

4 Defendant VHG SP 1, LLC is a limited liability company organized and

existing under the laws of the State of Texas. Service of process on VHG may be made upon

its registered agent, W. Hunter Pond, at its registered address of 6801 Snider Plaza, Suite

200, Dallas, Texas 75205.

5: Defendant Vandelay Hospitality Group, LLC is a limited liability company

organized and existing under the laws of the State of Texas. Service of process on Vandelay

may be made upon its registered agent, Hunter Pond, at its registered address of 6801

Snider Plaza, Suite 200, Dallas, Texas 75205.

Iv.
JURISDICTION AND VENUE

6 This Court has subject-matter jurisdiction over this action because the

amount in controversy is within the jurisdictional limits of this Court.

i This Court has personal jurisdiction over Defendants because some or all of

the acts giving rise to Landlord’s claims occurred in Texas and Defendants contracted with

Landlord in Texas for the lease of real property located in Texas. Alternatively, this Court

has personal jurisdiction over Defendants because both Defendants maintain their

principal office in Texas and regularly conduct business in Texas.

8 Venue is proper in Dallas County, Texas by agreement of the parties in the

Lease (defined below). Specifically, Section 32(A) of the Lease fixes venue for all legal

actions “in the county or other jurisdiction where the Project is located.”? Alternatively,

venue is also proper under Texas Civil Practice & Remedies Code § 15.002(a)(1) because all

or a substantial part of the events giving rise to the claims occurred in Dallas County.

? Ex. 1, Lease at § 32(A).

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Alternatively, venue is also proper under Texas Civil Practice & Remedies Code

§ 15.002(a)(3) because Dallas County is the county of each Defendants’ principal office in

Texas.

Vv.
BACKGROUND FACTS

9 In or around 2022, Plaintiff began construction of a new mixed-use

restaurant and office development at 6600 Snider Plaza, Dallas, Texas (the “Project”).?

Plaintiff originally entered into this development transaction based, in part, on an

agreement with Defendants to open and operate two (2) restaurants on the first (1st) floor

of the Project.

10. On or about August 31, 2022, Plaintiff, as Landlord, and VHG, as Tenant,

entered into a Retail Lease Agreement for certain “Premises” on the first floor of the

“Building” located at 6600 Snider Plaza, Dallas, Texas (the “Lease”).4 A true and correct

copy of the Lease is attached as Exhibit 1 and incorporated herein for all purposes. The

Lease governed VHG’s use of Premises, consisting of approximately 11,940 rentable square

feet of the first floor of the Building for an initial “Term” of fifteen (15) years, subject to

extensions.®

11. The initial Term of the Lease began on the “Commencement Date” defined

as “[t]wo hundred ten (210) days following the Delivery Date, subject to adjustment, if any,

3 See Ex. 1, Lease at §§ 1.F and 2.A.
4 Ex. 1, Lease. Pursuant to the Lease: (1) “Building” means “[t]he building located within the Project with a
street address of 6600 Snider Plaza, Dallas, Dallas County, Texas;” (2) “Premises” means “[t]he area shown on
Exhibit A to [the] Lease ... located on the first (1st) floor of the Building and consist[ing] of the entirety of the
Retail Area. The ‘Rentable Square Footage of the Premises’ is deemed to be 11,940 square feet;” and (3) “Retail
Area” means “[t}he first (1st) floor of the Building (excluding all Common Areas therein).” Ex. 1, Lease at§ 1.
> Ex. 1, Lease at §§ 1.E, 1.H, and 2. Pursuant to the Lease: (1) “Term” means “[t]he period of approximately
fifteen (15) years, subject to extension, starting on the Commencement Date, subject to the provisions of Section
3 of [the] Lease.”

PLAINTIFF'S ORIGINAL PETITION Page 3 of 12
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as provided in Section 3.A and the Work Letter, if any.”® While the Delivery Date was

originally estimated to occur May 15, 2023,7 the original Delivery Date was adjusted. All

onditions were satisfied by Landlord such that the actual Delivery Date occurred on

August 1, 2023. Accordingly, the Commencement Date of the Lease was February 27,

2024.8

12. The Lease required Tenant to take possession of the Premises in “as is”

condition subject to certain limited exceptions, and to complete the “Tenant’s Work”

detailed in Exhibit D to the Lease in accordance with local codes and pursuant to the

general specifications set forth in Exhibit D within 210 days following the Delivery Date.?

13. After completion of the Work, the Lease provided that VHG would use the

space for the “Permitted Use” as “first-class, full-service (i.e. table service by waiter or

waitress) restaurants, featuring menu items typically served by Vandelay Hospitality

Group, LLC or its affiliates, including the sale of alcoholic beverages, including beer, wine

and spirits for on-premises consumption and off-premises consumption as permitted by

applicable law[.]”°

14. VHG is required to “commence business operations in the Premises for the

Permitted Use within eighteen (18) months after the Delivery Date, fully staffed, and fully

operational” and to “thereafter continuously operate its business for no less than normal

° Ex. 1, Lease at § 1.J (emphasis in original). The Lease separately defines the “Delivery Date” as “[t]he date
upon which the following requirements are completed and satisfied by Landlord to Tenant: (i) Tenant’s receipt
of the fully executed Lease; (ii) Landlord delivers physical possession of the Premises to Tenant in the agreed
upon condition; (iii) Landlord’s Work is completed; and (iv) Tenant has received Landlord’s written approval of
Tenant’s construction plans and specifications for Tenants Work (as defined in Section 3.E).” Ex. 1, Lease at §
1.K (emphasis in original).
7 Ex. 1, Lease at § 1.K.

8 See Ex. 1, Lease at §§ 1.J, 1.K, and 3.A.
® See Ex. 1, Lease at §§ 3.C and 3.E.
10 Ex. 1, Lease at §§ 3.E and 5.A.

PLAINTIFF'S ORIGINAL PETITION Page 4 of 12
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business hours of similar Vandelay Hospitality Group, LLC (or its affiliates) restaurants in

an efficient, high-class and reputable manner[.]”!!

15. The Lease defines “Base Rent” according to a graduated schedule, including

the following schedule for the first year of the Term from the Commencement Date:!2

Annual
Rent Per
Square Monthly Annual
Period Foot Base Rent Base Rent
cD through | Month 12 (Lease Year 1) $90.00 $89,550.00 | $1,074,600.00

16. The Lease requires that “[a]s consideration for [the] Lease, commencing on

the Commencement Date, Tenant shall pay Landlord, without any demand, setoff or

deduction, the total amount of Base Rent and Additional Rent due for the Term.”!3 The

Lease defines “Additional Rent’ as “the OE Payment and all other sums (exclusive of

Base Rent) that Tenant is required to pay to Landlord under the Lease.‘ Such payment is

“due and payable in advance on the first day of each calendar month without notice or

demand, provided that the installment of Base Rent for the first full calendar month of the

Term shall be payable upon the execution of [the] Lease by Tenant.1*

17. The Lease further requires Tenant to pay additional amounts due under the

Lease, including “Tenant’s Pro Rata Share of the Operating Expenses (the “OE Payment”)

for each calendar year during the Term.”!6 Such “Operating Expenses” are defined by the

Lease to mean “all costs and expenses incurred or accrued in each calendar year in

1 Ex, 1, Lease at § 5.D(1).
12 Bx. 1, Lease at § 1.G.
18 Ex. 1, Lease at § 4.A.
M4 Ex. 1, Lease at § 4.A. The Lease also provides that the term “Rent” collectively refers to Base Rent and
Additional Rent.

15 Ex. 1, Lease at § 4.A.
16 Ex. 1, Lease at § 4.B.

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connection with the ownership, operation, maintenance, management, repair and

protection of the Project which are directly attributable or reasonable allocable to the

Project[.]”7 These include, among other things, “[a]ll real estate taxes, assessments,

excises, association dues, fees, levies, charges and other taxes of every kind and nature

whatsoever, general and special, extraordinary and ordinary, foreseen and unforeseen,

including interest on installment payments, which may be levied or assessed against or

arise in connection with ownership, use, occupancy, rental, leasing, operation or possession

of the Project, or paid as rent under any ground lease (‘Tax Expenses’).”"*

18. In connection with the execution of the Lease, and “[a]ls a material

inducement to Landlord to enter into the Lease,” Defendant Vandelay executed a Guaranty

of Lease on or about August 31, 2022 (the “Guaranty”).!° A true and correct copy of the

Guaranty is attached as Exhibit 2 and incorporated herein for all purposes. Pursuant to

the Guaranty, Vandelay unconditionally and irrevocably guaranteed the complete and

timely performance of each obligation of Tenant under the Lease, including but not limited

to the payment of Rent.2°

19. The Lease provides that Tenant shall be in default under the Lease by the

occurrence of, among other things (each an “Event of Default’): (1) “Tenant’s failure to pay

when due all or any portion of the Rent, which failure is not cured within five (5) days of

Tenant’s receipt of written notice of such default from Landlord (“Monetary Default’) ...;”

(2) “Tenant’s failure (other than a Monetary Default or a Time Sensitive Default)?! to

17 Ex. 1, Lease at § 4.D.
18 Ex. 1, Lease at § 4.D(5).
19 Ex. 2, Guaranty.
°0 Ex. 2, Guaranty § 1. Paragraph numbers are not included in the Guaranty. The use of such paragraph
numbers in this Petition is meant to direct the Court to the cited paragraph(s) of the Guaranty in sequential
order).
21 “Time Sensitive Default[s]” are defined by Section 18.B and are not at issue in this litigation. See Ex. 1,

PLAINTIFF'S ORIGINAL PETITION Page 6 of 12
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comply with any term, provision or covenant of this Lease, if the failure is not cured within

10 days after Tenant’s receipt of written notice from Landlord. ...;’ (3) “Tenant or any

Guarantor becomes insolvent ... or admits in writing its inability to pay its debts when

due;” (4) “In the case of any ground floor or retail tenant, or any other tenant whose space is

visible from the Common Areas or elevator lobby areas of the Building, Tenant does not

take possession of, or abandons or vacates all or a substantial portion of the Premises;” or

(5) “Tenant does not take possession of, abandons or vacates all or a substantial portion of

the Premises.”??

20. Under Section 19 of the Lease, should a default occur, Landlord may, in

addition to all other rights or remedies that it may have by law or equity and other rights

or remedies further described in the Lease, “[c]ure such event of default for Tenant at

Tenant’s expense (plus a 10% administrative fee)” and “[r]ecover such other amounts in

addition to or in lieu of the foregoing as may be permitted from time to time by applicable

Law, including any other amount necessary to compensate Landlord for all the detriment

proximately caused by Tenant’s failure to perform its obligations under this Lease or which

in the ordinary course of events would be likely to result therefrom.”?*

21. VHG defaulted under the Lease by, among other things, failing to take

possession of the Premises, failing to complete Tenant’s Work within 210 days of the

Delivery Date, and representing to Landlord that it had purportedly become insolvent and

was unable to pay its debts when due (collectively the “Non—Monetary Defaults”). VHG

further defaulted under the Lease by failing to pay Rent (including Base Rent and

Lease at § 18.B.
22 Ex. 1, Lease at §§ 18.A, 18.C, 18.D, 18.F, and 18.G.
28 Ex. 1, Lease at §§ 19.A(4) and 19.A(8).

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Additional Rent) and other sums due and owing under the Lease for April 1, 2024 (the

“Unpaid Rent”).

22. Following VHG’s Non-Monetary Defaults and failure to pay the Unpaid Rent,

Plaintiff sent VHG and Vandelay a Notice of Default on April 5, 2024. A true and correct

copy of the Notice of Default is attached hereto as Exhibit 3 and is incorporated herein for

all purposes. Defendants failed to respond to the Notice of Default.

23. To date, Defendant VHG has failed and refused to pay the amounts due and

owing under the Lease and has further failed and refused to remedy its Non—Monetary

Defaults. To the contrary, Defendants have represented to Plaintiff that VHG is insolvent.

Similarly, Vandelay has failed and refused to pay the amounts due and owing under the

Lease as required by the Guaranty and has otherwise failed and refused to guarantee

VVHG@’s performance under the Lease by failing to require VHG to remedy the Non—

Monetary Defaults.

VI
CAUSES OF ACTION

A First Cause of Action—Breach of Lease (VHG)

24, Plaintiff incorporates by reference the factual allegations set forth above as

though fully set forth herein, as allowed by Texas Rule of Civil Procedure 58.

25. The Lease is a valid and enforceable contract between Plaintiff and VHG.

26. Plaintiff performed its obligations under the Lease.

27. VHG breached the Lease by, among other things, failing to take possession of

the Premises, failing to complete Tenant’s Work within 210 days of the Delivery Date,

representing to Landlord that it had purportedly become insolvent and was unable to pay

its debts when due, and failing to pay Rent and other sums due and owing under the Lease

for April 1, 2024 when due.

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28. Because VHG has breached the Lease as the result of the foregoing Events of

Default, and has failed to cure such Events of Default despite timely notice and opportunity

to cure as required by the Lease, Plaintiff seeks specific performance under the Lease and

respectfully prays that the Court order VHG to promptly take possession of the Premises

and timely comply with all other obligations under the Lease.

29. Because VHG has breached the Lease as the result of the foregoing Events of

Default, and has failed to cure such Events of Default despite timely notice and opportunity

to cure as required by the Lease, has suffered damages. In addition, or in the alternative, to

specific performance of the Lease, Plaintiff seeks to recover all past due amounts owed

under the Lease. Further Plaintiff intends to seek such other and further amounts that will

continue to accrue under the Lease as they become due unless VHG timely cures its

defaults and remedies its ongoing breach of the Lease.

B. Second Cause of Action—Breach of Guaranty (Vandelay)

30. Plaintiff incorporates by reference the factual allegations set forth above as

though fully set forth herein, as allowed by Texas Rule of Civil Procedure 58.

31. The Guaranty is a valid and enforceable contract between Plaintiff and

Vandelay.

32. Plaintiff performed its obligations under the Guaranty.

33. Vandelay unconditionally and irrevocably guaranteed the complete and

timely performance of each obligation of VHG under the Lease. Because VHG has breached

the Lease as explained above, Vandelay has failed to comply with its obligations under the

Guaranty and has therefore breached the Guaranty.

34, Vandelay’s breach of the Guaranty has resulted in damage to Plaintiff in the

form of past due amounts owed under the Lease for which Plaintiff now sues. Further

Plaintiff intends to seek such other and further amounts from Vandelay under the

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Guaranty that will continue to accrue under the Lease as they become due unless Vandelay

causes VHG to timely cure its defaults and remedies its ongoing breach of the Lease or

alternatively pays such sums itself under the Guaranty.

Cc Third Cause of Action—Fraudulent Inducement (VHG and Vandelay)

35. Plaintiff incorporates by reference the factual allegations set forth above as

though fully set forth herein, as allowed by Texas Rule of Civil Procedure 58.

36. In order to induce Plaintiff to develop the Project and enter into the Lease,

Defendants made false promises of future performance, including but not limited to that

they would complete the Tenant’s Work and that they would occupy and operate the

Premises according to the Permitted Use.

37. Such representations were material to Plaintiff's decision to develop the

Project and enter into the Lease.

38. Upon information and belief, Defendants never intended to perform these

promises at the time they made such representations to Plaintiff and, to the contrary, knew

at the time that they lacked sufficient means and ability to perform the promises made.

39. Plaintiff relied on these representations in agreeing to construct the Project

and entering the Lease.

40. As a result of Defendants’ misrepresentations, Plaintiff has sustained actual

damages for which it now sues.

D Fourth Cause of Action—Negligent Misrepresentation (VHG and Vandelay)

41. Plaintiff incorporates by reference the factual allegations set forth above as

though fully set forth herein, as allowed by Texas Rule of Civil Procedure 58.

42, In the alternative, Defendants made one or more misrepresentations of

material facts to Plaintiff in the course of their business or in a transaction in which they

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had a pecuniary interest, including that they had sufficient means and ability to complete

the Tenant’s Work and operate restaurants on the Premises as represented to Plaintiff.

43. Defendants supplied false information regarding these representations for

the guidance of Plaintiff and did not use reasonable care in communicating such

information.

44, Plaintiff justifiably relied on the misrepresentations made by Defendants in

agreeing to construct the Project and entering the Lease.

45. Defendants’ negligent misrepresentation was the proximate cause of

damages to Plaintiff for which Plaintiff now sues.

VII.
REQUEST FOR ATTORNEYS’ FEE!

46. Plaintiff requests an award of costs and reasonable and necessary attorneys’

fees from VHG pursuant to Texas Civil Practice & Remedies Code § 38.001(8) and/or

Section 26 of the Lease.4

AT. Plaintiff requests an award of cots and reasonable and necessary attorneys’

fees from Vandelay pursuant to Texas Civil Practice & Remedies Code § 38.001(8), Section

26 of the Lease, and/or the third paragraph of the Guaranty.?*

VI.
CONDITIONS PRECEDENT

48. All conditions precedent to the maintenance of the causes of action and

Plaintiffs recovery thereon, including attorneys’ fees, have occurred or been performed.

24 Ex. 1, Lease § 26.
° Ex. 2, Guaranty { 3.

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Ix.
PRAYER FOR RELIEF

For the foregoing reasons, Plaintiff prays that the Defendants be cited to appear and

answer herein and that Plaintiff be awarded judgment against Defendants (jointly and

severally where applicable) for the following relief:

(a) Specific performance of the Lease by VHG;

(b) Actual damages against Defendants in an amount to be proven at trial;

(d) Prejudgment and post-judgment interest at the highest lawful rates, as
provided in the respective contractual agreements and/or by Texas common
law; and

(e) All such other relief to which Plaintiff may show itself to be justly entitled.

Respectfully submitted,

KANE RUSSELL COLEMAN LOGAN PC

By: /s/ Andrew Robertson
Andrew D. Robertson
State Bar No. 24090845
E-Mail: drobertson@krcl.com
Bianca B. Lurate
State Bar No. 24106966
E-Mail: blurate@krcl.com

901 Main Street, Suite 5200
Dallas, Texas 75202
Telephone: (214) 777-4287
Facsimile: (214) 777-4299
Attorneys for Plaintiff

PLAINTIFF'S ORIGINAL PETITION Page 12 of 12
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6600 SNIDER PLAZA

RETAIL LEASE AGREEMENT

BETWEEN

SPC 6600 SNIDER PLAZA LP

("LANDLORD")

AND

VHG SP 1, LLC

("TENANT")

9046789 v16 (19250.00022.004)

EXHIBIT 1 - Page 1 of 73
TABLE OF CONTENTS

PAGE

Basic Lease Information
Lease Grant
Term; Adjustment of Commencement Date; Early Access
Rent
Tenant's Use of Premises 15
Security Deposit. 20
Services 21
Use of Utilities by Tenant 22
Repairs and Alterations .......cccccssssssssessesseesessesseessessssesseeseceneseeneseeaeeneenesnnenneaennenneeecneentens 22

10. Entry by Landlord 24
i Assignment and Subletting ............ 24
12, Liens. 26
13 Indemnity 26
14, Insurance 27
15 Mutual Waiver of Subrogation 29
16, Casualty Damage 30
17. Condemnation 31
18. Events of Defaul 31
19 Remedies........ 32
20. Limitation of Liability.............. 35
21 No Waiver 36
22 Tenant's Right to Possession 36
23 Intentionally Omitted 36
24 Holding
Over .........6+ 36
25 Subordination; Estoppel Certificate 36
26 Attorneys' Fees 37
27 Notice 37
28 Reserved Rights 37
29 Surrender of Premises 38
30 Hazardous Materials 39

9046789 v16 (19250.00022.004)

EXHIBIT 1 - Page 2 of 73
31. Signage 40
32. Miscellaneous ... 40
EXHIBITS AND RIDER:

EXHIBIT A OUTLINE AND LOCATION OF PREMISES
EXHIBIT B RULES AND REGULATIONS
EXHIBIT C COMMENCEMENT LETTER
EXHIBIT D WORK LETTER
EXHIBIT D-1 TENANT'S WORK
EXHIBIT E INTENTIONALLY DELETED
EXHIBIT F GUARANTY OF LEASE
EXHIBIT G RENEWAL OPTION
EXHIBIT H INTENTIONALLY DELETED
EXHIBIT I FORM OF LANDLORD'S LIEN SUBORDINATION

ii 9046789 v16 (19250.00022.004)

EXHIBIT 1 - Page 3 of 73
RETAIL LEASE

This Retail Lease (this "Lease") is entered into by and between SPC 6600 SNIDER
PLAZA LP, a Texas limited partnership ("Landlord"), and VHG SP 1, LLC, a Texas limited
liability company ("Tenant"), and shall be effective as of the date set forth below Landlord's
signature (the "Effective Date").

1 Basic Lease Information. The key business terms used in this Lease are defined as
follows:

A "Building": The building located within the Project with a street address of 6600
Snider Plaza, Dallas, Dallas County, Texas.

"Retail Area": The first (1st) floor of the Building (excluding all Common Areas
therein).

Intentionally omitted.

"Rentable Square Footage of the Building" is agreed and stipulated to be 17,640
square feet.

"Premises": The area shown on Exhibit A to this Lease. The Premises are located
on the first (1st) floor of the Building and consist of the entirety of the Retail Area.
The "Rentable Square Footage of the Premises" is deemed to be 11,940 square feet.

"Project": 6600 Snider Plaza.

"Base Rent":
~.
Annual Rate
Per Square Monthly Base Annual Base
Period Foot Rent Rent

[cp through Month 12 (Lease Year 1) $90.00 $89,550.00 $1,074,600.00
Month 13 through Month 24 (Lease Year 2) $92.25 $91,788.75 $1,101,465.00
Month 25 through Month 36 (Lease Year 3) $94.56 $94,087.20 $1,129,046.40

Month 37 through Month 48 (Lease Year 4) $96.92 $96,435.40 $1,157,224.80

Month 49 through Month 60 (Lease Year 5) $99.34 $98,843.30 $1,186,119.60
Month 61 through Month 72 (Lease Year 6) $101.83 $101,320.85 $1,215,850.20
Month 73 through Month 84 (Lease Year 7) $104.37 $103,848.15 $1,246,177.80

Month 85 through Month 96 (Lease Year 8) $106.98 $106,445.10 $1,277,341.20

Month 97 through Month 108 (Lease Year 9) $109.66 $109,111.70 $1,309,340.40

3 9046789 v16 (19250.00022.004)

EXHIBIT 1 - Page 4 of 73
Month 109 through | Month 120 (Lease Year 10) $112.40 $111,838.00 $1,342,056.00

Month 121 through Month 132 (Lease Year 11) $115.21 $114,633.95 $1,375,607.40

Month 133 through Month 144 (Lease Year 12) $118.09 $117,499.55 $1,409,994.60

Month 145 through Month 156 (Lease Year 13) $121.04 $120,434.80 $1,445,217.60
Month 157 through Month 168 (Lease Year 14) $124.07 $123,449.65 $1,481,395.80
Month 169 through Month 180 (Lease Year 15) $127.17 $126,534.15 $1,518,409.80

CD = Commencement Date ED = Expiration Date

Month = A full calendar month, for example, if the Commencement Date occurs on June 21, Month
1 will be July 1 through July 31, Month 2 will be August 1 through August 31, and so on.

H "Term": The period of approximately fifteen (15) year subject to extension,
starting on the Commencement Date, subject to the provisions of Section 3 of this
Lease.

"Tenant's Pro Rata Share": As to the Premises, 67.69% of the Building.

"Commencement Date": Two hundred ten (210) days following the Delivery Date,
subject to adjustment, if any, as provided in Section 3.A and the Work Letter, if
any.

"Delivery Date": The date upon which the following requirements are completed
and satisfied by Landlord to Tenant: (i) Tenant's receipt of the fully executed Lease;
(ii) Landlord delivers physical possession of the Premises to Tenant in the agreed
upon condition; (iii) Landlord's Work is completed in accordance with Exhibit D
attached hereto; and (iv) Tenant has received Landlord's written approval of
Tenant's construction plans and specifications for Tenant's Work (as defined in
Section 3.E). The Delivery Date is estimated to occur May 15, 2023 (the
"Estimated Delivery Date").

"Security Deposit": $60,000.00.

"Guarantor(s)": Vandelay Hospitality Group, LLC, a Texas limited liability
company.

"Business Day(s)": Monday through Friday of each week, exclusive of New Year's
Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day
after Thanksgiving and Christmas Day ("Holidays"). Landlord may designate
additional Holidays, provided that the additional Holidays are commonly
recognized by national banks in the area where the Building is located.

4 9046789 v16 (19250.00022.004)

EXHIBIT 1 - Page 5 of 73
"Law(s)": All applicable statutes, codes, ordinances, orders, rules and regulations
of any municipal or governmental entity, now or hereafter adopted, including the
Americans with Disabilities Act and any other law pertaining to disabilities and
architectural barriers (collectively, "ADA"), and all laws pertaining to the
environment, including the Comprehensive Environmental Response,
Compensation and Liability Act, as amended, 42 U.S.C. §9601 et seq.
("CERCLA"), and all restrictive covenants existing of record and all rules and
requirements of any existing association or improvement district affecting the
Project.

P. "Notice Addresses":

Tenant: On or after the Commencement Date, notices shall be sent to Tenant at the Premises.
Prior to the Commencement Date, notices shall be sent to Tenant at the following address:

3838 Oak Lawn Ave., Suite 1350
Dallas, Texas 75219
Attn: W. Hunter Pond
Phone #: 214-663-8394
Email: hunter@vandelayhospitality.com

With a copy to:

Block & McNeill, LLP
5949 Sherry Lane, Suite 900
Dallas, Texas 75225
Attn: Christopher M. McNeill
Phone #: 214-866-0990
Fax #: 214-866-0991
Email: meneill@bmcounsel.com

Landlord: With a copy to:

SPC 6600 Snider Plaza LP Kane Russell Coleman Logan PC
6565 Hillcrest Avenue 901 Main Street, Suite 5200
Suite 210 Dallas, Texas 75202
Dallas, Texas 75205 Attn: Raymond J. Kane and Sara Reams
Attn: James E. Strode Email: rkane@krel.com and
Phone #: 214.361.6900 sreams@krel.com
Email: jimstrode@strodeproperty.com

Rent (defined in Section 4.A) is payable to the order of Landlord via ACH, which ACH
information will be provided by Landlord, or credit card on file with Landlord.

Q Intentionally omitted.

5 9046789 v16 (19250.00022.004)

EXHIBIT 1 - Page 6 of 73
"Other Defined Terms": In addition to the terms defined above, an index of some
of the other defined terms used in the text of this Lease is set forth below, with a
cross-reference to the page in this Lease in which the definition of such term can
be found:

Additional Rent Lease... e
Affiliate . Leasehold Impro vements 38
Alterations . 23 Liquor License 18
Anti-Money Laundering Laws . 43 Mandated Closure 10
Base Rent Minor Alteration... 23
Building. Monetary Default 31
Business Day(s) Mortgage 36
Cablewe: 22 Mortgage: 37
Change Order Ex.D-1,| Notice 37
Claim 27 Notice Addresses.
Claims. 27 OE Payment. 10
Collateral 35 OFAC... 42
Commencement Date . ca Operating Expenses 10
Commencement Letter Other Defined Terms
Completion Estimate .. 30 Patio Area 20
Construction Allowance . Ex.D,2 Permitted Transfer 26
Contamination .. 39 Permitted Use 15
Costs of Reletting 33 Preliminary Concept Plans Ex.D,1
Deferred Rent... Premises
Deferred Rent Effective Date . Prevailing Party 37
Deferred Rent Expiration Date Prohibited Person 43
Delivery Date Project.
Effective Date... Provider . 21
Executive Order 42 Rentable Square Footage of the Buildin;
Expiration Date. Retail Area...
Final Concept Plans x. D, 1 Security Deposit
Force Majeure 4l Service Failur
Grease Trap .. 17 Sign
Grease Trap Access . 18 Signage .. 40
Gross Sales 14 Special Installations 38
Guarantor(s. Taking 31
Hazardous Material . 39 Tax Expenses IL
Holidays Tenant... 3, 40
Insurance Costs.. 29 Tenant Parties 27
Landlord Tenant's Insurance 27
Landlord Parties Tenant's Lender 35
Landlord Termination Date 25 Tenant's Off-Premises Equipment 28
Landlord Work . Tenant's Plans Ex.D-1, 1
Landlord's Renta amage: 33 Tenant's Pro Rata Share.
Law(s) Tenant's Property 28

6 9046789 v16 (19250.00022.004)

EXHIBIT 1 - Page 7 of 73
Tenant's Removable Property Trash Disposal Path 18
Tenant's Work. Trash Storage Are: 17
Term .... Vent Hood System 18
Time Sensitive Default Work Letter
Transfer 24

2. Lease Grant.

A Lease of Premises. Landlord leases the Premises to Tenant and Tenant leases the
Premises from Landlord, together with the right in common with others to use any portions of the
Project (as hereinafter defined) that are designated by Landlord for the common use of tenants and
others, such as the sidewalks, parking spaces, dumpster, and fire closet, as may be further set forth
on Exhibit A (the "Common Areas"). "Project" means the Building and the parcel(s) of land on
which it is located comprising a portion of 6600 Snider Plaza, and any adjacent parcels of land
owned or leased by Landlord or its Affiliates (defined below), together with all other buildings
and improvements located thereon; and the Building garage(s) and other improvements serving
the Building, if any, and the parcel(s) of land on which they are located.

B. Rentable Square Footage. Landlord and Tenant stipulate and agree that Landlord
or Tenant may cause the Rentable Square Footage of the Premises, at the expense of the electing
party, to be re-measured withi

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FRAZIER, VERETTA Track Judge’s New Case

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April 22, 2024

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Complaint,Petition: SPC 6600 SNIDER PLAZA LP vs. VHG SP 1, LLC, et al

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