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E-FILED AND/OR JOURNALIZED
COMMON PLEAS COURT, ERIE COUNTY, OHIO
May 13 2024 10:19 AM
LUVADA S.WILSON
CLERK OF COURTS
IN THE COURT OF COMMON PLEAS 2024 CV 0226
ERIE COUNTY, OHIO Binette, Roger E
WOLE INN, LLC Case No.: 2024 CV.
c/o Abraham Wolf
2905 Milan Road JUDGE
Sandusky, OH 44870
COMPLAINT FOR DAMAGES
Plaintiff,
vs.
MY VEGAN SOUL, LLC Mark P. Smith (0088538)
c/o Brett Roldan James W. Hart (0003256)
804 Fulton Street FLYNN, PY & KRU SE CO., LPA
Sandusky, OH 44870 165 E. Washington Row
Sandusky, OH 44870
and 419) 625-8324
Fa 419) 625-9007
BRETT ROLDAN m: mith @ flynnpykruse.com
804 Fulton Street hart@, flynnpykruse.com
Sandusky, OH 44870 A ttorneys for Plain tiff
Defendants.
The Plaintiff, WOLF INN, LLC, c/o Abraham Wolf, by and through counsel, states the
following for their causes of action against the Defendants:
1 Plaintiff is a legally incorporated entity doing business in the State of Ohio, located in
Erie County, more specifically at 2905 Milan Road, Sandusky, Ohio, and within the jurisdiction of this
Court at all times relevant hereto (See attached Exhibit A, incorporated herein by reference).
2 Defendant MY VEGAN SOUL, LLC, is an entity conducting business in Erie County,
Ohio, and at times relevant hereto, under the direction and control of BRETT ROLDAN, an
individual.
3 Defendant BRE PY ROLDAN is a natural person, who, at all times relevant hereto,
availed himselfto and within the jurisdiction of this Court.
4. On or about February 28, 2022, Plaintiff entered into a year lease agreement to rent
restaurant space to Defendants to operate a restaurant on the premises owned by Plaintiff and located
at 2905 Milan Road, Sandusky, Ohio. Said lease agreement was renewed on March 1, 2023, and
continued until February 29, 2024 (See attached Exhibit B, incorporated herein by reference).
5 Said lease agreement contained a personal guarantee clause, which was signed by
Defendant Roldan (See Exhibit C, incorporated herein by reference).
6 Defendants were the sole operators of the restaurant MY VEGAN SOUL, located on
the premises owned by Plaintiff during all times relevant hereto.
7. Defendants materially breached the lease agreement, by causing damages to the
premises owned by Plaintiff, during the use and occupancy by Defendants, which required significant
remediation and costs.
COUNT I
8. Plaintiff incorporates all of the allegations and statements set forth in paragraphs 1
through 7 as if the same were fully rewritten herein.
9. The lease agreement in force and effect between the parties herein provides as follows:
6. Repairs and Alterations.
(A) No Landlord Obligations. Landlord shall have no obligation or responsibility
whatsoever with respect to the maintenance, repair or replacement of the Premises. Notwithstanding any
contrary provision of this Lease, Landlord reserves the right to conduct any such maintenance, repair,
replacement of the Premises as Landlord deems necessary and invoice Tenant for the charges and work
conducted, which shall be due and payable as provided in paragraph 23.
@®) Maintenance, Cleaning and Repairs. Tenant shall, at its sole cost and expense,
whether the same shall be the property of Tenant or Landlord, maintain, clean, repair and replace the
Premises such that the same is at all times in good repair and condition and otherwise in compliance with
all provisions of this Lease, and such that all operational components of the Premises are functional such
that the Premises remains, at a minimum, in substantially the same condition as it is on the date of first
possession by Tenant. As part of Tenant's maintenance program, Tenant agrees, at its sole cost and
expense, to arrange for quarterly inspection and preventive and required maintenance of all HVAC
systems and all other equipment on or in the Premises. Proof of such inspections, in a form acceptable to
Landlord, shall be provided to Landlord on a semiannual basis. Each inspection will be conducted by a
professional HVAC contractor, or, in the case of other equipment, by a professional knowledgeable of
such equipment. In all cases, such contractor or professional selected must be acceptable to Landlord.
10. The lease agreement provides as follows regarding Defendants obligations:
©) Tenant's Neglect. Regardless of any obligation otherwise imposed upon
Landlord, Tenant shall pay for the cost of any repairs or damage to the Premises resulting from the
negligence or the unlawful or willful acts of Tenant or its employees, representatives, invitees, agents,
officers, directors, shareholders, partners, 2 owners or visitors immediately upon receipt of invoice therefor.
11. Defendants negligently caused damage to the premises by means of utter and abject
failure to maintain the systems used in operating a restaurant, such as sewage lines, grease traps and
vents, and other systems necessary for sanitary and proper restaurant maintenance.
12. As a proximate and direct result of Defendants’ negligence, Plaintiff has suffered
damages in an amount in excess of twenty-five thousand ($ ,000.00) dollars.
COUNT I
13. Plaintiffs incorporate all of the allegations and statements set forth in Count | as if the
same were fully rewritten herein.
14. Defendants intentionally, knowingly, and proximately caused waste and damage to
premises in an amount in excess of twenty-five thousand dollars ($25,000.00) dollars.
15. As a proximate and direct result of Defendants’ intentional conduct, Plaintiff has
suffered damages in an amount in excess of twenty-five thousand ($25,000.00) dollars.
Wherefore, Plaintiff prays for judgment against Defendants in an amount in excess of Twenty-
Five Thousand Dollars ($25,000.00) for Defendants’ negligent and intentional conduct, for punitive
damages against the Defendants for violation of R.C. 5321.05(C)(1), in a sum to be determined bya
jury, and for costs, reasonable attorney fees and such other relief as this Court may deem proper.
Respectfully submitted,
Mark P: Smith (0088538)
James W. Hart (0003256)
Flynn, Py & Kruse Co., LPA
Attorneys for Plaintiff
INSTRUCTIONS TO THE CLERK:
Please serve the above listed Defendants by certified and regular United States mail, postage
prepaid, with return receipt requested.
ahi
Mark P. Smith (0088538)
James W. Hart (0003256)
Flynn, Py & Kruse Co., LPA
Attorneys for Plaintiffs
JIL ID ----> 201/34 (01222
| l | HM NN DESCRIPTION
A A
FILING EXPED CERT COPY
DATE DOCUMENT ID
12/15/2017 201734701222 DOMESTIC FOR PROFIT LLC - ARTICLES OF 99.00 0.00 0.00 0.00
ORG (LCP)
Receipt
This is not a bill. Please do not remit payment.
JOSEPH ZOMBER
6200 SOM CENTER RD C24
SOLON, OH 44139
STATE OF OHIO
CERTIFICATE
Ohio Secretary of State, Jon Husted
4110365
It is hereby certified that the Secretary of State of Ohio has custody of the business records for
WOLF INN LLC
and, that said business records show the filing and recording of:
Document(s) Document No(s):
DOMESTIC FOR PROFIT LLC - ARTICLES OF ORG 201734701222
Effective Date: 12/13/2017
EERE TAR
speWZ
Witness my hand and the seal of the
calaiea Secretary of State at Columbus, Ohio this
15th day of December, A.D. 2017.
Cos that!
SE By
United States of America
State of Ohio
Office of the Secretary of State Ohio Secretary of State
EXHIBIT
i A
JU ID ----> 201134 (01222
Form 533A Prescribed by:
Date Electronically Filed: 12/13/2017
ee RETA,
JON HUSTED
Ohio Secretary of State
Soa
ee
Coorg
we
we (as re ro
=
Toll Free: (877) SOS-FILE (877-767-3453)
www. OhioSecretaryofState.gov
| Central Ohio: (614) 466-3910
| busserv@OhioSecretaryofState.gov
File online or for more information: www. OHBusinessCentral.com
For screen readers, ructions located2d atatthis
this path.
Articles of Organization for a Domestic
Limited Liability Company
Filing Fee: $99
Form Must Be Typed
CHECK ONLY ONE (1) BOX
(1) Articles of Organization for Domestic (2) Articles of Organization for Domestic
[2] For-Profit Limited Liability Company (I Nonprofit Limited Liability Company
(115-LCA) (115-LCA)
Name of Limited Liability Company |WOLF INN LLC
(The legal existence of the corporation begins upon the
Optional: Effective Date (mmopivvYy) |12/13/2017 filing of the articles or on a later date specified that is not
more than ninety days after filing.)
Optional: This limited liability company shall exist for
Period of Existence
Optional: Purpose
REAL ESTATE INVESTMENTS
“ Note for Nonprofit LLCs
The Secretary of State does not grant tax exempt status. Filing with our office is not sufficient to obtain state or federal tax
exemptions. Contact the Ohio Department of Taxation and the Internal Revenue Service to ensure that the nonprofit limited
liability company secures the proper state and federal tax exemptions. These agencies may require that a purpose clause
be provided. **
ICD --—-> 2U1 13401222
Original Appointment of Statutory Agent
The undersigned authorized member(s), manager(s) or representative(s) of
WOLF INN LLC
(Name of Limited Liability Company)
hereby appoint the following to be Statutory Agent upon whom any process, notice or demand required or permitted by
statute to be served upon the corporation may be served. The complete address of the agent is:
ABRAHAM WOLF
(Name of Statutory Agent)
16200 SOM CENTER RD UNIT C24
(Mailing Address)
SOLON OH 144139
(Mailing City) (Mailing State) (Mailing ZIP Code)
Acceptance of Appointment
The Undersigned, ABRAHAM WOLF , Named herein as the
(Name of Statutory Agent)
Statutory agent for }WOLF INN LLC
(Name of Limited Liability Company)
hereby acknowledges and accepts the appointment of statutory agent for said limited liability company.
Statutory Agent Signature
ABRAHAM WOLF
(Individual Agent's Signature / Signature on Behalf of Business Serving as Agent)
IU ID -—-> LUT f 34/0 1222
By signing and submitting this form to the Ohio Secretary of State, the undersigned hereby certifies that he or she
has the requisite authority to execute this document.
Required
ABRAHAM WOLF
Articles and original Signature
appointment of agent must
be signed by a member, manager
or other representative.
By (if applicable)
Ifthe authorized representative
is an individual, then they
must sign in the "signature"
box and print his/her name Print Name
in the "Print Name" box.
{f the authorized representative
is a business entity, not an
individual, then please print
the entity name in the Signature
"signature" box, an
authorized representative
of the business entity
must sign in the "By" box By (if applicable)
and print his/her name and
title/authority in the
"Print Name" box.
Print Name
Signature
By (if applicable)
Print Name
LEASE
THIS LEASE is made as of this | day of February 2023, between Wolf Inn LLC, an Ohio limited
liability company, with an address of 2905 Milan Road, Sandusky, Ohio 44870 (hereinafter referred to as
"Landlord"), and My Vegan Soul L.L.C., an Ohio limited liability company, with an address of 804
Fulton Street, Sandusky, Ohio 44870 (hereinafter referred to as "Tenant") and shall be deemed effective
as of March Ith, 2023.
1 Lease. Subject to the terms and conditions of this Lease, Landlord leases to Tenant the
Wolf Inn Hotel restaurant facility located at 2903 Milan Road, Sandusky, Ohio (hereinafter called
Premises"), consisting of approximately 1,012 square feet and the items of equipment listed on Exhibit
“A” attached hereto and made a part hereof. Prior to the cessation of Tenant's right to possession or, if
earlier, the termination of this Lease, Tenant shall peaceably and quietly hold, occupy and enjoy the
Premises without let, hindrance or molestation by Landlord or any other person or persons lawfully
claiming under Landlord.
2. Examination of Premises. Tenant has examined the premises and has full knowledge of
the condition of the Premises. Tenant acknowledges that the Premises is satisfactory to Tenant.
3. Term of Lease. The term of this Lease (hereinafter called "Term") shall commence on
the 1* day of March 2023 and shall terminate on the 28" day of February 2024. It is expressly understood
by Tenant that Tenant shall have no right to renew this Lease. Tenant agrees to quietly vacate the
premises as of February 28, 2024, unless the parties decide to enter into a new lease following the
expiration of this Lease. Tenant shall give Landlord at least 90 days notice prior to the expiration of the
Term if Tenant desires to negotiate a new lease to remain in the Premises. If Tenant does not provide at
least 90 days notice, Landlord may enter the Premises during the final 90 days to show the Premises to
potential tenants, provided such activity is, when possible, arranged to avoid impacting Tenant’s business
operations.
4, Rent and Security Deposit.
(A) (A) The monthly rent will be $ 2,000 per month and will be paid in 12
consecutive checks at times of 9th every month. The 12 checks will be delivered
to the landlord upon signing the agreement in February 2023.
(B) @) And the utilities will be paid in 12 consecutive monthly checks at the end
of each month (on the 23th of each month) from March 23, 2023, until February
28, 2024. The 12 checks of $600 (without electric) will be delivered to the
landlord upon signing the agreement in February 2023.
(C)
Rent shall be payable in advance commencing on the 9th day of the calendar month and
continuing on the 9th day of each succeeding month of the Term. If Tenant fails to pay,
when due and payable, the Rent or amounts or charges of any kind or character provided
in this Lease, such unpaid amounts shall bear interest at twelve percent (12%) per annum
from the due date to the date of payment. In addition to such interest, if Tenant shall fail
to pay any monthly installment of Rent by the fifteen (15th) day of the month in which
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EXHIBIT
] 6
-—_—_—_~_~s_
such installment is due, a late charge equal to five percent (5%) of the installment shall be
added to each such installment and shall be immediately due and payable.
(D) The Security Deposit shall not bear interest and shall be returned to Tenant within thirty (30)
days after the Lease terminates, reduced by the amount of any and all damages incurred by Landlord
arising, directly or indirectly, as a result of any breach or default of this Lease or any damage or injury to
the Premises. Landlord, at any time and from time to time, may apply all or any portion of the Security
Deposit to the aforementioned damages. In such event, after notice, Tenant shall immediately restore the
deposit to the original amount.
5. Use of Leased Premises. The Premises shall be used only as restaurant open to the
General public, unless advance written approval is obtained from Landlord, which approval may be
withheld at Landlord’s sole discretion. Tenant shall not commit any waste upon or with respect to the
Premises.
6. Repairs and Alterations.
(A) No Landlord Obligations. Landlord shall have no obligation or responsibility
whatsoever with respect to the maintenance, repair or replacement of the Premises. Notwithstanding any
contrary provision of this Lease, Landlord reserves the right to conduct any such maintenance, repair, or
replacement of the Premises as Landlord deems necessary and invoice Tenant for the charges and work
conducted, which shall be due and payable as provided in paragraph 23.
(B) Maintenance, Cleaning and Repairs. Tenant shall, at its sole cost and expense,
whether the same shall be the property of Tenant or Landlord, maintain, clean, repair and replace the
Premises such that the same is at all times in good repair and condition and otherwise in compliance with
all provisions of this Lease, and such that all operational components of the Premises are functional such
that the Premises remains, at a minimum, in substantially the same condition as it is on the date of first
possession by Tenant. As part of Tenant’s maintenance program, Tenant agrees, at its sole cost and
expense, to arrange for quarterly inspection and preventive and required maintenance of all HVAC
systems and all other equipment on or in the Premises. Proof of such inspections, in a form acceptable to
Landlord, shall be provided to Landlord on a semiannual basis. Each inspection will be conducted by a
professional HVAC contractor, or, in the case of other equipment, by a professional knowledgeable of
such equipment. In all cases, such contractor or professional selected must be acceptable to Landlord.
(©) Alterations. Tenant shall not make or suffer to be made any alterations, additions
or improvements, in, on or to the Premises or any part thereof or to any of Landlord’s equipment without
the prior written consent of Landlord, which consent may be withheld at Landlord’s sole discretion. Such
alteration, except moveable furniture and trade fixtures owned by Tenant, shall at once become a part of
the Premises and belong to Landlord.
(D) Tenant's Neglect. Regardless of any obligation otherwise imposed upon
Landlord, Tenant shall pay for the cost of any repairs or damage to the Premises resulting from the
negligence or the unlawful or willful acts of Tenant or its employees, representatives, invitees, agents,
officers, directors, shareholders, partners, owners or visitors immediately upon receipt of invoice therefor.
(E) Landlord’s Liability Limitations. Landlord shall not be liable to Tenant for
failure to make any repairs required of Landlord or damages as a consequence thereof unless written
notice of necessity thereof has been given by Tenant to Landlord, specifying in reasonable detail the
repairs required, and Landlord shall not have made such repairs within a reasonable period of time
sufficient to accomplish such repairs after receipt of such notice, with due allowances being made for
delays beyond the control of Landlord. Notwithstanding any provisions of this Lease to the contrary,
Landlord shall not be liable for any consequential, special or compensatory damages or for any damage to
the person or to any personal property, trade fixtures, inventory or other property or assets of Tenant or
any other party located in, on or about the Premises arising from any cause whatsoever, including (but not
limited to) roof leaks, bursting pipes, roof or ceiling collapse, wind damage, rain, fire, floods, vandalism,
or theft. The risk of loss with respect to such occurrences shall be borne solely by Tenant.
7 Compliance with Laws. Tenant shall at all times comply with all Federal, State and
local laws, statutes, ordinances, rules, regulations and requirements and the orders of all duly authorized
governmental officials with respect to the use and occupancy of the Premises and the physical condition
of the Premises, and Tenant shall cause the Premises to conform to such governmental requirements at all
times.
8. Utilities, Tenant shall be responsible for and shall pay for all utility costs with respect to
the Premises and shall cause all utilities to be placed in the name of Tenant as soon as is reasonably
possible after commencement of the Term. Landlord shall not be responsible or liable to the Tenant in
damages or otherwise for the quality or quantity or for any interruptions, curtailment, or suspension of
utility service due to any cause, including, but not limited to, repairs, action of public authority, strikes,
acts of God or the public enemy. All fees, charges, and maintenance costs to install, repair, or keep
operational any security alarm, fire alarm, or fire suppression system on the Premises shall be considered
utility charges for purposes of this Lease.
9 Insurance. At Tenant's expense, Tenant shall maintain a Commercial General Liability
Insurance policy (with General Aggregate Amount & Per Occurrence Limits of not less than Two Million
Dollars ($2,000,000.00)). Landlord and its agents, employees, successors and assigns shall be additional
named insureds and loss payees on such insurance coverage obtained by Tenant. Tenant shall
immediately provide Landlord evidence that Tenant’s insurance is in full force and effect. Landlord shall
maintain, at their sole discretion, a policy of insurance insuring the Premises (including, but not limited
to, fire and extended coverage) for its full replacement value. All Tenant owned policies shall provide
that they will not be cancelled without at least thirty (30) days prior written notice to Landlord. The
policies shall have such terms, provisions and coverages as are reasonably acceptable to Landlord in
accordance with the types and amounts of coverage as are typical for similar properties in the greater Erie
County, Ohio and surrounding area. The insurer shall be licensed to sell insurance in Ohio and shall have
a Best's Rating of B+ or better and shall be of a Financial Classification of XI or better. Tenant
understands Tenant must obtain any other desired insurance coverage, such as coverage to cover any
Tenant owned personal property on the Premises during the Term, unless Landlord agree in advance to
add Tenant’s personal property to Landlord’s personal property insurance.
10. Protection of Landlord,
(A) Definition. As used in this Lease, the term "Hazardous Substances” shall be
defined as asbestos, urea formaldehyde, petroleum hydrocarbons and other petroleum products (including
gasoline, diesel fuel, fuel oil, crude oil and motor oil and constituents of those products),
tetrachloroethylene, polychlorinated biphenyls ("PCB's"), nuclear fuel or materials, chemicals, biological
or medical wastes, radioactive materials, explosives, known carcinogens, petroleum products, and all
dangerous, toxic or hazardous pollutants, contaminants, chemicals, materials or substances defined as
hazardous or as a pollutant or contaminant in, or the release or disposal of which is regulated by, any
federal, state or local environmental Laws and/or Regulations. As used in this Lease, the term "Laws and
Regulations" shall mean and include the Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA" or the "Federal Superfund Act") of 1980, as amended by the Superfund
Amendments and Reauthorization Act of 1986 ("SARA"); the Resource Conservation and Recovery Act
of 1976 ("RCRA"); the Clean Water Act; the Clean Air Act; and the Toxic Substances Control Act; all as
the same may be amended from time to time and any other federal, state, county, municipal, local or other
statute, law, ordinance or regulation which may relate to or deal with human health or the environment
including without limitation all regulations promulgated by a regulatory body pursuant to any such
statute, law or ordinance.
(B) Indemnity. Tenant shall defend, indemnify and save Landlord harmless from and
against any and all actions, causes of action, liability, damages, penalties, costs, expenses and judgments
(including, but not limited to, court costs and attorneys’ fees) arising from injury to one or more persons
or property sustained by anyone in, on or about the Premises, resulting from any acts or omissions of
Tenant or Tenant's officers, agents, servants, employees, contractors, licensees, invitees or sublessees, or
arising from any breach or default of this Lease, the enforcement of this Lease, or the enforcement of any
judgments obtained or arising from the use and occupancy of the Premises by Tenant or Tenant's officers,
agents, servants, employees, contractors, invitees, licensees or sublessees. Not in limitation of the
foregoing, Tenant shall defend, indemnify and save Landlord harmless from and against any and all
actions, causes of action, claims, demands, liabilities, costs, expenses, fines and penalties, arising, directly
or indirectly, as a result of any Hazardous Substances located in, on or about the Premises, due to any act
or omission of Tenant or any officer, agent, servant, employee, contractor, invitee, licensee or sublessee
of Tenant or with respect to any noncompliance with or violation of any Federal, State or local
environmental or pollution control or reduction law, statute, rule, regulation or order, including (but not
limited to) the Laws and Regulations. Tenant shall at all times comply with all Laws and Regulations and
shall not permit, acquiesce in or cause, directly or indirectly, any Hazardous Substances to be located,
placed, discharged, disposed of or used in, on or about the Premises.
(C) Limitation of Liability. Except for intentional, malicious torts and not in
limitation of any other limitations or exculpations of liability of Landlord set forth herein, Landlord shall
not be responsible or liable for any damage, loss, theft or injury to or of any property, fixtures, buildings,
or other improvements or to any person or persons, at any time on the Premises, including any damage or
injury to Tenant or to any of Tenant's officers, agents, servants, employees, contractors, invitees,
licensees, customers, or sublessees.
(D) Exculpation, Landlord shall not be under any responsibility or liability in any
way whatsoever for any defect in the Premises. All implied warranties are excluded. Tenant
4
acknowledges that the Premises may contain hidden defects that Landlord may or may not have
knowledge of and which Landlord may or may not have disclosed to Tenant. Tenant shall take
possession of the Premises and shall occupy the same in its "As Is" condition. Not in limitation of the
foregoing, Landlord makes no representations or warranties with respect to any matters, including, but not
limited to, warranties with respect to the fitness of the Premises for any purpose, the zoning applicable to
the Premises, physical condition of the Premises, the availability of utilities services, the cost of utilities
services, the amount of real estate taxes and assessments, the amount of insurance premiums, the presence
or absence of Hazardous Substances in, on or about the Premises, the presence of asbestos in, on or about
the Premises, the compliance of the Premises with any law, statute, regulation, rule, order or other
governmental requirement or standard, or any other matters.
€) Notice. Tenant shall immediately notify Landlord of the existence of any
Hazardous Substances known to Tenant now or at any time, in, on or about the Premises, and of the
disposal of, deposit on or release of any Hazardous Substance in, on or about the Premises, regardless of
whether or not disposed of, deposited by or released by Tenant.
(F) If, because of any act or omission of Tenant, any mechanic's or other lien or
order for the payment of money shall encumber or be claimed to encumber the Premises or the leasehold
interest of Tenant or the fee interest of Landlord or against Landlord (whether or not such lien or order is
valid or enforceable), and Tenant shall fail, within ten (10) days after notice either to cause the same to be
cancelled and discharged of record or deliver to Landlord a bond containing provisions satisfactory to
Landlord (issued by a surety company reasonably acceptable to Landlord) guaranteeing the removal
thereof, Landlord may undertake to remove such mechanic's lien or other lien, and Tenant shall indemnify
and save harmless Landlord from and against all costs, expenses, claims, losses, damages and liabilities,
including reasonable counsel fees, resulting therefrom.
11. Fire and Casualty.
(A) Substantial Damage. If the Premises or a substantial portion thereof shall be
made untenantable by fire or other casualty, Landlord may elect to:
(ly Terminate the Term, effective as of the date of such fire or casualty, by
written notice given to Tenant within thirty (30) days after such date; or
(2) Repair, restore, or rehabilitate the Premises at Landlord’s expense, but
limited, however, by the amount of insurance proceeds received to cover such damage expense (unless
the damage is due to Tenant's acts or omissions or those of Tenant's employees, agents, sublessees,
licensees, contractors or invitees, in which case, the repairs shall be at Tenant's expense) within twelve
(12) months after the date of such fire or casualty, in which event the Term shall not terminate but any
Rent shall be abated on a per-diem and pro-rata basis based on the percentage of the Premises
untenantable (unless the damage is due to Tenant's acts or omissions or those of Tenant's employees,
agents, sublessees, representatives, directors, officers, shareholders, visitors, licensees, contractors or
invitees) so long as the Premises or a portion thereof shall remain untenantable. If Landlord elect to so
repair, restore or rehabilitate the Premises and shall fail to substantially complete the same within said
twelve (12) month period, reasonable allowance being made for delay due to causes beyond Landlord’s
reasonable control, either the Landlord or Tenant may terminate the Term as of the date of such fire or
5
casualty by written notice to the other, given within fifteen (15) days next following the last day of said
twelve (12) month period; provided, however, that Tenant shall not have the right of termination if Tenant
was in default prior to said fire or other damage or if the fire or other damage was due, directly or
indirectly, to the acts or omissions of Tenant or its employees, agents, representatives, invitees, licensees,
directors, officers, partners, shareholders, owners or visitors. In the event of termination of the Term
pursuant to this Section, Rent shall be apportioned on a per-diem basis and paid to the date of termination
of the Term.
@) Non-Substantial Damagi If the Premises shall be damaged (unless due to the
acts or omissions of Tenant or those of Tenant's employees, agents, sublessees, representatives, directors,
officers, shareholders, visitors, contractors, licensees or invitees) such that the provisions of Section
11(A) are not applicable, Landlord shall restore the Premises with reasonable dispatch (except those
portions which have been constructed by Tenant at Tenant's expense or which are the property of Tenant)
to substantially their condition prior to the damage; limited, however, by the amount of insurance
proceeds received to cover such damage. In such event, Rent shall not abate.
© Waiver. The provisions of Ohio Revised Code Section 5301.11 shall not apply
and any rights thereunder are waived by Tenant.
12. Eminent Domain. In the event all or a part of the Premises shall be taken by a public or
private authority under the power of eminent domain or like power, this Lease shall terminate, with
respect to the portion of the Premises so taken, as of the date possession of the Premises shall be required
to be delivered to the appropriate authority. There shall be an equitable abatement of the Rent
proportionate to the part of the Premises taken under such power. In the event of any total or partial
taking under such power, Landlord shall be entitled to all such damage awards as may be allowed.
13. Assignment, Subletting and Encumbrances, Without the prior written approval of
Landlord, Tenant shall not assign this Lease, sublet any part of the Premises, transfer any right or interest
hereunder, or encumber in any way all or any portion of Landlord’s or Tenant's interest in this Lease or
any right or interest hereunder. Landlord may withhold consent at their sole discretion. Any merger or
acquisition of Tenant shall be deemed to be a prohibited assignment of this Lease. Any change in the
ownership of Tenant (whether legal or equitable, whether through the sale of existing shares or
partnership or membership interests or the issuance of new shares or partnership or membership interests
or other interests in Tenant) shall be deemed to be a prohibited assignment.
14, Landlord’s Mortgages, Estoppel Certificates and Subordination.
(A) Mortgages. At the option of Landlord, this Lease shall be subordinated to the
lien of any mortgage (hereinafter called "Mortgage") that Landlord may hereafter place on all or any
portion of the Premises. Upon Landlord’s request, Tenant shall execute any instrument which may be
required to effectuate such subordination, provided Landlord shall first have delivered to Tenant a
document signed by the mortgagee(s) providing in substance that, as long as Tenant shall discharge its
obligations under this Lease: (1) its tenancy shall not be disturbed; (2) this Lease shall not be affected by
any default under the Mortgage; and (3) in the event of foreclosure of the Mortgage, the rights of Tenant
shall survive, provided Tenant fully performs all of her obligations hereunder, and provided further that
Tenant shall not have prepaid any Rent, except as the same becomes due under the terms of this Lease. If
6
Tenant is notified of Landlord’s assignment of this Lease as security for a Mortgage and of the name and
address of the mortgagee or trustee, Tenant shall not terminate or cancel this Lease for any default on the
part of the Landlord. Tenant shall promptly deliver all estoppel certificates that Landlord deliver to
Tenant after Tenant has first completed same in good faith and in a truthful manner. Tenant shall comply
with all covenants of any Mortgage at Tenant's expense. Tenant understands that this provision does not
apply to any previously existing mortgages Landlord have placed on the Premises.
(B)Estoppel. Within ten (10) days after Landlord’s request, Tenant shall deliver to
Landlord a document certifying that an attached copy of this Lease and any amendments have not been
further modified and are in full force and effect and that Landlord is not in default under the Lease (if
there is no default), or, alternatively, the nature of Landlord’s default(s) under this Lease (if there has
been a default) and indicating the amount of any past due Rent and other charges and that there has been
no prepaid Rent (if there has been no prepaid Rent) or the amount of any prepaid Rent, if any. Tenant
represents and warrants that the information contained in said certificate(s) will be accurate and complete
and that said certificate(s) will be given subject to the penalties of perjury. Tenant acknowledges that said
certificate(s) will be relied upon by third parties.
15, Entry of Landlord. Landlord may enter the Leased Premises at all reasonable times and
without notice: (A)to inspect or protect the Premises or any of Landlord’s equipment thereon; (B) to
effect compliance with any law, order or regulation of any lawful authority; (C) to make or supervise
repairs, alterations or additions, (D) to exhibit the Premises to prospective lessees, purchasers or other
persons; (E) to alter or otherwise prepare the Premises for reoccupancy at any time after Tenant has
vacated the Premises; and to survey the Premises for any purpose. No authorized entry by Landlord shall
constitute an eviction of Tenant or a deprivation of Tenant's rights, alter the obligations of Tenant, or
create any right in Tenant adverse to Landlord’s interests hereunder and the Rent reserved shall in no way
abate by reason of loss or interruption of business of Tenant or otherwise, while any repairs, alterations,
improvements or additions are being made. During the last sixty (60) days prior to the expiration of the
Term or any renewal Term(s), Landlord may place upon the Premises the usual notices "to let", "for
lease" or "for sale", which notices Tenant shall permit to remain thereon without molestation. The
authority to enter granted to Landlord shall extend to and include all those authorized by Landlord,
including, (but not limited to) authorized employees, agents, officers, directors, invitees and contractors of
Landlord.
16. Removal of Equipment and Fixtures. In the Event of Default (as defined in Section 18
hereof), Tenant must remove Tenant's personal property no later than seven (7) days after Tenant's right
to possession ends, time being of the essence. In all other cases, Tenant must remove Tenant's personal
property no later than ten (10) days after termination of the Term; provided, however, that the foregoing
shall not limit Landlord’s right to enter, remove and dispose of said personal property upon an Event of
Default. In the event Tenant removes any items, Tenant shall immediately repair or reimburse Landlord
for all damage or defacement to the Premises resulting from the removal. If such items are not removed
as required, all such items shall become and remain the property of Landlord and shall be deemed to be
abandoned property or, at Landlord’s option, Landlord may remove and dispose of said items and Tenant
shall immediately reimburse Landlord for the costs for said removal upon receipt of an invoice therefor.
17. Holding Over by Tenant. During any period of holding over, Tenant shall be a Tenant
at-will, subject to all the obligations imposed upon Tenant by this Lease except that the Rent shall be
increased by one hundred percent (100%).
18. Default.
(A) Definition of Default. As used in this Lease, the term "Event of Default" or
"Default" shall mean any of the following:
(dy
Tenant's failure to timely make payment of any rental installment or any
other amounts payable by Tenant to Landlord hereunder within five (5) days after demand for payment;
or
(2) Tenant's failure, within ten (10) days after receipt of demand from
Landlord, to fulfill any obligation, covenant, duty, responsibility or promise made by or imposed on
Tenant by this Lease (other than Tenant's failure as designated in Section 18(A)(1)); or
3) Tenant shall file in any court a petition in bankruptcy or insolvency or
for reorganization or for arrangement or liquidation within the meaning of the Bankruptcy Code or any
comparable state law, or for the appointment of a receiver or trustee of all or a portion of Tenant's
property; or
(4) an involuntary petition of the kind referred to in Subsection (3) of this
Section shall be filed against Tenant and such petition shall not be vacated within thirty (30) days after the
date of filing thereof; or
(5) Tenant shall make an arrangement for the benefit of creditors, or shall be
adjudicated a bankrupt; or
(6) any property used in connection with Tenant's leasehold interest in the
Premises or Tenant's interest in the Lease shall be taken on execution or attached; or
(7) Tenant shall, for reasons other than those specifically permitted in this
Lease, cease to conduct its normal business operations in the Premises or leave the same vacated or
abandoned for a period of ten (10) days.
(B) Remedies. Upon the happening of an Event of Default, Landlord at their option
may: (1) terminate this Lease, or (2) end Tenant's rights to possession of the Premises without terminating
the Term of this Lease. Upon termination of this Lease for any reason, or upon loss of the Tenant's right
of possession as provided above, Tenant shall promptly surrender possession to Landlord and vacate the
Premises, and Landlord may re-enter the Premises and expel the Tenant or anyone claiming under the
Tenant and remove the property of any of them without notice, formal claim or judicial process, Landlord
being absolved of anyliability or claim for damages in doing anything reasonably necessary or
appropriate in connectiontherewith. If Landlord elect to end Tenant's right of possession without
terminating the Term of this Lease, Landlord may, at their option, lease or sublet all or any part of the
Premises on such terms and conditions as Landlord may elect and collect from Tenant any balance
8
remaining due on the Rent and other obligations payable by Tenant under this Lease, as well as charge
Tenant for any leasehold improvement work incurred in a re-letting of the Premises or a portion thereof.
Alternatively, Landlord may declare, without further notice, all Rent which otherwise would have been
due and payable to be immediately due and payable discounted to present value at a six percent (6%)
capitalization rate.
19, No Recording o
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E-FILED AND/OR JOURNALIZED COMMON PLEAS COURT, ERIE COUNTY, OHIO May 13 2024 10:19 AM LUVADA S.WILSON CLERK OF COURTS IN THE COURT OF COMMON PLEAS 2024 CV 0226 ERIE COUNTY, OHIO Binette, Roger E WOLE INN, LLC Case No.: 2024 CV. c/o Abraham Wolf 2905 Milan Road JUDGE Sandusky, OH 44870 COMPLAINT FOR DAMAGES Plaintiff, vs. MY VEGAN SOUL, LLC Mark P. Smith (0088538) c/o Brett Roldan James W. Hart (0003256) 804 Fulton Street FLYNN, PY & KRU SE CO., LPA Sandusky, OH 44870 165 E. Washington Row Sandusky, OH 44870 and 419) 625-8324 Fa 419) 625-9007 BRETT ROLDAN m: mith @ flynnpykruse.com 804 Fulton Street hart@, flynnpykruse.com Sandusky, OH 44870 A ttorneys for Plain tiff Defendants. The Plaintiff, WOLF INN, LLC, c/o Abraham Wolf, by and through counsel, states the following for their causes of action against the Defendants: 1 Plaintiff is a legally incorporated entity doing business in the State of Ohio, located in Erie County, more specifically at 2905 Milan Road, Sandusky, Ohio, and within the jurisdiction of this Court at all times relevant hereto (See attached Exhibit A, incorporated herein by reference). 2 Defendant MY VEGAN SOUL, LLC, is an entity conducting business in Erie County, Ohio, and at times relevant hereto, under the direction and control of BRETT ROLDAN, an individual. 3 Defendant BRE PY ROLDAN is a natural person, who, at all times relevant hereto, availed himselfto and within the jurisdiction of this Court. 4. On or about February 28, 2022, Plaintiff entered into a year lease agreement to rent restaurant space to Defendants to operate a restaurant on the premises owned by Plaintiff and located at 2905 Milan Road, Sandusky, Ohio. Said lease agreement was renewed on March 1, 2023, and continued until February 29, 2024 (See attached Exhibit B, incorporated herein by reference). 5 Said lease agreement contained a personal guarantee clause, which was signed by Defendant Roldan (See Exhibit C, incorporated herein by reference). 6 Defendants were the sole operators of the restaurant MY VEGAN SOUL, located on the premises owned by Plaintiff during all times relevant hereto. 7. Defendants materially breached the lease agreement, by causing damages to the premises owned by Plaintiff, during the use and occupancy by Defendants, which required significant remediation and costs. COUNT I 8. Plaintiff incorporates all of the allegations and statements set forth in paragraphs 1 through 7 as if the same were fully rewritten herein. 9. The lease agreement in force and effect between the parties herein provides as follows: 6. Repairs and Alterations. (A) No Landlord Obligations. Landlord shall have no obligation or responsibility whatsoever with respect to the maintenance, repair or replacement of the Premises. Notwithstanding any contrary provision of this Lease, Landlord reserves the right to conduct any such maintenance, repair, replacement of the Premises as Landlord deems necessary and invoice Tenant for the charges and work conducted, which shall be due and payable as provided in paragraph 23. @®) Maintenance, Cleaning and Repairs. Tenant shall, at its sole cost and expense, whether the same shall be the property of Tenant or Landlord, maintain, clean, repair and replace the Premises such that the same is at all times in good repair and condition and otherwise in compliance with all provisions of this Lease, and such that all operational components of the Premises are functional such that the Premises remains, at a minimum, in substantially the same condition as it is on the date of first possession by Tenant. As part of Tenant's maintenance program, Tenant agrees, at its sole cost and expense, to arrange for quarterly inspection and preventive and required maintenance of all HVAC systems and all other equipment on or in the Premises. Proof of such inspections, in a form acceptable to Landlord, shall be provided to Landlord on a semiannual basis. Each inspection will be conducted by a professional HVAC contractor, or, in the case of other equipment, by a professional knowledgeable of such equipment. In all cases, such contractor or professional selected must be acceptable to Landlord. 10. The lease agreement provides as follows regarding Defendants obligations: ©) Tenant's Neglect. Regardless of any obligation otherwise imposed upon Landlord, Tenant shall pay for the cost of any repairs or damage to the Premises resulting from the negligence or the unlawful or willful acts of Tenant or its employees, representatives, invitees, agents, officers, directors, shareholders, partners, 2 owners or visitors immediately upon receipt of invoice therefor. 11. Defendants negligently caused damage to the premises by means of utter and abject failure to maintain the systems used in operating a restaurant, such as sewage lines, grease traps and vents, and other systems necessary for sanitary and proper restaurant maintenance. 12. As a proximate and direct result of Defendants’ negligence, Plaintiff has suffered damages in an amount in excess of twenty-five thousand ($ ,000.00) dollars. COUNT I 13. Plaintiffs incorporate all of the allegations and statements set forth in Count | as if the same were fully rewritten herein. 14. Defendants intentionally, knowingly, and proximately caused waste and damage to premises in an amount in excess of twenty-five thousand dollars ($25,000.00) dollars. 15. As a proximate and direct result of Defendants’ intentional conduct, Plaintiff has suffered damages in an amount in excess of twenty-five thousand ($25,000.00) dollars. Wherefore, Plaintiff prays for judgment against Defendants in an amount in excess of Twenty- Five Thousand Dollars ($25,000.00) for Defendants’ negligent and intentional conduct, for punitive damages against the Defendants for violation of R.C. 5321.05(C)(1), in a sum to be determined bya jury, and for costs, reasonable attorney fees and such other relief as this Court may deem proper. Respectfully submitted, Mark P: Smith (0088538) James W. Hart (0003256) Flynn, Py & Kruse Co., LPA Attorneys for Plaintiff INSTRUCTIONS TO THE CLERK: Please serve the above listed Defendants by certified and regular United States mail, postage prepaid, with return receipt requested. ahi Mark P. Smith (0088538) James W. Hart (0003256) Flynn, Py & Kruse Co., LPA Attorneys for Plaintiffs JIL ID ----> 201/34 (01222 | l | HM NN DESCRIPTION A A FILING EXPED CERT COPY DATE DOCUMENT ID 12/15/2017 201734701222 DOMESTIC FOR PROFIT LLC - ARTICLES OF 99.00 0.00 0.00 0.00 ORG (LCP) Receipt This is not a bill. Please do not remit payment. JOSEPH ZOMBER 6200 SOM CENTER RD C24 SOLON, OH 44139 STATE OF OHIO CERTIFICATE Ohio Secretary of State, Jon Husted 4110365 It is hereby certified that the Secretary of State of Ohio has custody of the business records for WOLF INN LLC and, that said business records show the filing and recording of: Document(s) Document No(s): DOMESTIC FOR PROFIT LLC - ARTICLES OF ORG 201734701222 Effective Date: 12/13/2017 EERE TAR speWZ Witness my hand and the seal of the calaiea Secretary of State at Columbus, Ohio this 15th day of December, A.D. 2017. Cos that! SE By United States of America State of Ohio Office of the Secretary of State Ohio Secretary of State EXHIBIT i A JU ID ----> 201134 (01222 Form 533A Prescribed by: Date Electronically Filed: 12/13/2017 ee RETA, JON HUSTED Ohio Secretary of State Soa ee Coorg we we (as re ro = Toll Free: (877) SOS-FILE (877-767-3453) www. OhioSecretaryofState.gov | Central Ohio: (614) 466-3910 | busserv@OhioSecretaryofState.gov File online or for more information: www. OHBusinessCentral.com For screen readers, ructions located2d atatthis this path. Articles of Organization for a Domestic Limited Liability Company Filing Fee: $99 Form Must Be Typed CHECK ONLY ONE (1) BOX (1) Articles of Organization for Domestic (2) Articles of Organization for Domestic [2] For-Profit Limited Liability Company (I Nonprofit Limited Liability Company (115-LCA) (115-LCA) Name of Limited Liability Company |WOLF INN LLC (The legal existence of the corporation begins upon the Optional: Effective Date (mmopivvYy) |12/13/2017 filing of the articles or on a later date specified that is not more than ninety days after filing.) Optional: This limited liability company shall exist for Period of Existence Optional: Purpose REAL ESTATE INVESTMENTS “ Note for Nonprofit LLCs The Secretary of State does not grant tax exempt status. Filing with our office is not sufficient to obtain state or federal tax exemptions. Contact the Ohio Department of Taxation and the Internal Revenue Service to ensure that the nonprofit limited liability company secures the proper state and federal tax exemptions. These agencies may require that a purpose clause be provided. ** ICD --—-> 2U1 13401222 Original Appointment of Statutory Agent The undersigned authorized member(s), manager(s) or representative(s) of WOLF INN LLC (Name of Limited Liability Company) hereby appoint the following to be Statutory Agent upon whom any process, notice or demand required or permitted by statute to be served upon the corporation may be served. The complete address of the agent is: ABRAHAM WOLF (Name of Statutory Agent) 16200 SOM CENTER RD UNIT C24 (Mailing Address) SOLON OH 144139 (Mailing City) (Mailing State) (Mailing ZIP Code) Acceptance of Appointment The Undersigned, ABRAHAM WOLF , Named herein as the (Name of Statutory Agent) Statutory agent for }WOLF INN LLC (Name of Limited Liability Company) hereby acknowledges and accepts the appointment of statutory agent for said limited liability company. Statutory Agent Signature ABRAHAM WOLF (Individual Agent's Signature / Signature on Behalf of Business Serving as Agent) IU ID -—-> LUT f 34/0 1222 By signing and submitting this form to the Ohio Secretary of State, the undersigned hereby certifies that he or she has the requisite authority to execute this document. Required ABRAHAM WOLF Articles and original Signature appointment of agent must be signed by a member, manager or other representative. By (if applicable) Ifthe authorized representative is an individual, then they must sign in the "signature" box and print his/her name Print Name in the "Print Name" box. {f the authorized representative is a business entity, not an individual, then please print the entity name in the Signature "signature" box, an authorized representative of the business entity must sign in the "By" box By (if applicable) and print his/her name and title/authority in the "Print Name" box. Print Name Signature By (if applicable) Print Name LEASE THIS LEASE is made as of this | day of February 2023, between Wolf Inn LLC, an Ohio limited liability company, with an address of 2905 Milan Road, Sandusky, Ohio 44870 (hereinafter referred to as "Landlord"), and My Vegan Soul L.L.C., an Ohio limited liability company, with an address of 804 Fulton Street, Sandusky, Ohio 44870 (hereinafter referred to as "Tenant") and shall be deemed effective as of March Ith, 2023. 1 Lease. Subject to the terms and conditions of this Lease, Landlord leases to Tenant the Wolf Inn Hotel restaurant facility located at 2903 Milan Road, Sandusky, Ohio (hereinafter called Premises"), consisting of approximately 1,012 square feet and the items of equipment listed on Exhibit “A” attached hereto and made a part hereof. Prior to the cessation of Tenant's right to possession or, if earlier, the termination of this Lease, Tenant shall peaceably and quietly hold, occupy and enjoy the Premises without let, hindrance or molestation by Landlord or any other person or persons lawfully claiming under Landlord. 2. Examination of Premises. Tenant has examined the premises and has full knowledge of the condition of the Premises. Tenant acknowledges that the Premises is satisfactory to Tenant. 3. Term of Lease. The term of this Lease (hereinafter called "Term") shall commence on the 1* day of March 2023 and shall terminate on the 28" day of February 2024. It is expressly understood by Tenant that Tenant shall have no right to renew this Lease. Tenant agrees to quietly vacate the premises as of February 28, 2024, unless the parties decide to enter into a new lease following the expiration of this Lease. Tenant shall give Landlord at least 90 days notice prior to the expiration of the Term if Tenant desires to negotiate a new lease to remain in the Premises. If Tenant does not provide at least 90 days notice, Landlord may enter the Premises during the final 90 days to show the Premises to potential tenants, provided such activity is, when possible, arranged to avoid impacting Tenant’s business operations. 4, Rent and Security Deposit. (A) (A) The monthly rent will be $ 2,000 per month and will be paid in 12 consecutive checks at times of 9th every month. The 12 checks will be delivered to the landlord upon signing the agreement in February 2023. (B) @) And the utilities will be paid in 12 consecutive monthly checks at the end of each month (on the 23th of each month) from March 23, 2023, until February 28, 2024. The 12 checks of $600 (without electric) will be delivered to the landlord upon signing the agreement in February 2023. (C) Rent shall be payable in advance commencing on the 9th day of the calendar month and continuing on the 9th day of each succeeding month of the Term. If Tenant fails to pay, when due and payable, the Rent or amounts or charges of any kind or character provided in this Lease, such unpaid amounts shall bear interest at twelve percent (12%) per annum from the due date to the date of payment. In addition to such interest, if Tenant shall fail to pay any monthly installment of Rent by the fifteen (15th) day of the month in which 1 EXHIBIT ] 6 -—_—_—_~_~s_ such installment is due, a late charge equal to five percent (5%) of the installment shall be added to each such installment and shall be immediately due and payable. (D) The Security Deposit shall not bear interest and shall be returned to Tenant within thirty (30) days after the Lease terminates, reduced by the amount of any and all damages incurred by Landlord arising, directly or indirectly, as a result of any breach or default of this Lease or any damage or injury to the Premises. Landlord, at any time and from time to time, may apply all or any portion of the Security Deposit to the aforementioned damages. In such event, after notice, Tenant shall immediately restore the deposit to the original amount. 5. Use of Leased Premises. The Premises shall be used only as restaurant open to the General public, unless advance written approval is obtained from Landlord, which approval may be withheld at Landlord’s sole discretion. Tenant shall not commit any waste upon or with respect to the Premises. 6. Repairs and Alterations. (A) No Landlord Obligations. Landlord shall have no obligation or responsibility whatsoever with respect to the maintenance, repair or replacement of the Premises. Notwithstanding any contrary provision of this Lease, Landlord reserves the right to conduct any such maintenance, repair, or replacement of the Premises as Landlord deems necessary and invoice Tenant for the charges and work conducted, which shall be due and payable as provided in paragraph 23. (B) Maintenance, Cleaning and Repairs. Tenant shall, at its sole cost and expense, whether the same shall be the property of Tenant or Landlord, maintain, clean, repair and replace the Premises such that the same is at all times in good repair and condition and otherwise in compliance with all provisions of this Lease, and such that all operational components of the Premises are functional such that the Premises remains, at a minimum, in substantially the same condition as it is on the date of first possession by Tenant. As part of Tenant’s maintenance program, Tenant agrees, at its sole cost and expense, to arrange for quarterly inspection and preventive and required maintenance of all HVAC systems and all other equipment on or in the Premises. Proof of such inspections, in a form acceptable to Landlord, shall be provided to Landlord on a semiannual basis. Each inspection will be conducted by a professional HVAC contractor, or, in the case of other equipment, by a professional knowledgeable of such equipment. In all cases, such contractor or professional selected must be acceptable to Landlord. (©) Alterations. Tenant shall not make or suffer to be made any alterations, additions or improvements, in, on or to the Premises or any part thereof or to any of Landlord’s equipment without the prior written consent of Landlord, which consent may be withheld at Landlord’s sole discretion. Such alteration, except moveable furniture and trade fixtures owned by Tenant, shall at once become a part of the Premises and belong to Landlord. (D) Tenant's Neglect. Regardless of any obligation otherwise imposed upon Landlord, Tenant shall pay for the cost of any repairs or damage to the Premises resulting from the negligence or the unlawful or willful acts of Tenant or its employees, representatives, invitees, agents, officers, directors, shareholders, partners, owners or visitors immediately upon receipt of invoice therefor. (E) Landlord’s Liability Limitations. Landlord shall not be liable to Tenant for failure to make any repairs required of Landlord or damages as a consequence thereof unless written notice of necessity thereof has been given by Tenant to Landlord, specifying in reasonable detail the repairs required, and Landlord shall not have made such repairs within a reasonable period of time sufficient to accomplish such repairs after receipt of such notice, with due allowances being made for delays beyond the control of Landlord. Notwithstanding any provisions of this Lease to the contrary, Landlord shall not be liable for any consequential, special or compensatory damages or for any damage to the person or to any personal property, trade fixtures, inventory or other property or assets of Tenant or any other party located in, on or about the Premises arising from any cause whatsoever, including (but not limited to) roof leaks, bursting pipes, roof or ceiling collapse, wind damage, rain, fire, floods, vandalism, or theft. The risk of loss with respect to such occurrences shall be borne solely by Tenant. 7 Compliance with Laws. Tenant shall at all times comply with all Federal, State and local laws, statutes, ordinances, rules, regulations and requirements and the orders of all duly authorized governmental officials with respect to the use and occupancy of the Premises and the physical condition of the Premises, and Tenant shall cause the Premises to conform to such governmental requirements at all times. 8. Utilities, Tenant shall be responsible for and shall pay for all utility costs with respect to the Premises and shall cause all utilities to be placed in the name of Tenant as soon as is reasonably possible after commencement of the Term. Landlord shall not be responsible or liable to the Tenant in damages or otherwise for the quality or quantity or for any interruptions, curtailment, or suspension of utility service due to any cause, including, but not limited to, repairs, action of public authority, strikes, acts of God or the public enemy. All fees, charges, and maintenance costs to install, repair, or keep operational any security alarm, fire alarm, or fire suppression system on the Premises shall be considered utility charges for purposes of this Lease. 9 Insurance. At Tenant's expense, Tenant shall maintain a Commercial General Liability Insurance policy (with General Aggregate Amount & Per Occurrence Limits of not less than Two Million Dollars ($2,000,000.00)). Landlord and its agents, employees, successors and assigns shall be additional named insureds and loss payees on such insurance coverage obtained by Tenant. Tenant shall immediately provide Landlord evidence that Tenant’s insurance is in full force and effect. Landlord shall maintain, at their sole discretion, a policy of insurance insuring the Premises (including, but not limited to, fire and extended coverage) for its full replacement value. All Tenant owned policies shall provide that they will not be cancelled without at least thirty (30) days prior written notice to Landlord. The policies shall have such terms, provisions and coverages as are reasonably acceptable to Landlord in accordance with the types and amounts of coverage as are typical for similar properties in the greater Erie County, Ohio and surrounding area. The insurer shall be licensed to sell insurance in Ohio and shall have a Best's Rating of B+ or better and shall be of a Financial Classification of XI or better. Tenant understands Tenant must obtain any other desired insurance coverage, such as coverage to cover any Tenant owned personal property on the Premises during the Term, unless Landlord agree in advance to add Tenant’s personal property to Landlord’s personal property insurance. 10. Protection of Landlord, (A) Definition. As used in this Lease, the term "Hazardous Substances” shall be defined as asbestos, urea formaldehyde, petroleum hydrocarbons and other petroleum products (including gasoline, diesel fuel, fuel oil, crude oil and motor oil and constituents of those products), tetrachloroethylene, polychlorinated biphenyls ("PCB's"), nuclear fuel or materials, chemicals, biological or medical wastes, radioactive materials, explosives, known carcinogens, petroleum products, and all dangerous, toxic or hazardous pollutants, contaminants, chemicals, materials or substances defined as hazardous or as a pollutant or contaminant in, or the release or disposal of which is regulated by, any federal, state or local environmental Laws and/or Regulations. As used in this Lease, the term "Laws and Regulations" shall mean and include the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA" or the "Federal Superfund Act") of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 ("SARA"); the Resource Conservation and Recovery Act of 1976 ("RCRA"); the Clean Water Act; the Clean Air Act; and the Toxic Substances Control Act; all as the same may be amended from time to time and any other federal, state, county, municipal, local or other statute, law, ordinance or regulation which may relate to or deal with human health or the environment including without limitation all regulations promulgated by a regulatory body pursuant to any such statute, law or ordinance. (B) Indemnity. Tenant shall defend, indemnify and save Landlord harmless from and against any and all actions, causes of action, liability, damages, penalties, costs, expenses and judgments (including, but not limited to, court costs and attorneys’ fees) arising from injury to one or more persons or property sustained by anyone in, on or about the Premises, resulting from any acts or omissions of Tenant or Tenant's officers, agents, servants, employees, contractors, licensees, invitees or sublessees, or arising from any breach or default of this Lease, the enforcement of this Lease, or the enforcement of any judgments obtained or arising from the use and occupancy of the Premises by Tenant or Tenant's officers, agents, servants, employees, contractors, invitees, licensees or sublessees. Not in limitation of the foregoing, Tenant shall defend, indemnify and save Landlord harmless from and against any and all actions, causes of action, claims, demands, liabilities, costs, expenses, fines and penalties, arising, directly or indirectly, as a result of any Hazardous Substances located in, on or about the Premises, due to any act or omission of Tenant or any officer, agent, servant, employee, contractor, invitee, licensee or sublessee of Tenant or with respect to any noncompliance with or violation of any Federal, State or local environmental or pollution control or reduction law, statute, rule, regulation or order, including (but not limited to) the Laws and Regulations. Tenant shall at all times comply with all Laws and Regulations and shall not permit, acquiesce in or cause, directly or indirectly, any Hazardous Substances to be located, placed, discharged, disposed of or used in, on or about the Premises. (C) Limitation of Liability. Except for intentional, malicious torts and not in limitation of any other limitations or exculpations of liability of Landlord set forth herein, Landlord shall not be responsible or liable for any damage, loss, theft or injury to or of any property, fixtures, buildings, or other improvements or to any person or persons, at any time on the Premises, including any damage or injury to Tenant or to any of Tenant's officers, agents, servants, employees, contractors, invitees, licensees, customers, or sublessees. (D) Exculpation, Landlord shall not be under any responsibility or liability in any way whatsoever for any defect in the Premises. All implied warranties are excluded. Tenant 4 acknowledges that the Premises may contain hidden defects that Landlord may or may not have knowledge of and which Landlord may or may not have disclosed to Tenant. Tenant shall take possession of the Premises and shall occupy the same in its "As Is" condition. Not in limitation of the foregoing, Landlord makes no representations or warranties with respect to any matters, including, but not limited to, warranties with respect to the fitness of the Premises for any purpose, the zoning applicable to the Premises, physical condition of the Premises, the availability of utilities services, the cost of utilities services, the amount of real estate taxes and assessments, the amount of insurance premiums, the presence or absence of Hazardous Substances in, on or about the Premises, the presence of asbestos in, on or about the Premises, the compliance of the Premises with any law, statute, regulation, rule, order or other governmental requirement or standard, or any other matters. €) Notice. Tenant shall immediately notify Landlord of the existence of any Hazardous Substances known to Tenant now or at any time, in, on or about the Premises, and of the disposal of, deposit on or release of any Hazardous Substance in, on or about the Premises, regardless of whether or not disposed of, deposited by or released by Tenant. (F) If, because of any act or omission of Tenant, any mechanic's or other lien or order for the payment of money shall encumber or be claimed to encumber the Premises or the leasehold interest of Tenant or the fee interest of Landlord or against Landlord (whether or not such lien or order is valid or enforceable), and Tenant shall fail, within ten (10) days after notice either to cause the same to be cancelled and discharged of record or deliver to Landlord a bond containing provisions satisfactory to Landlord (issued by a surety company reasonably acceptable to Landlord) guaranteeing the removal thereof, Landlord may undertake to remove such mechanic's lien or other lien, and Tenant shall indemnify and save harmless Landlord from and against all costs, expenses, claims, losses, damages and liabilities, including reasonable counsel fees, resulting therefrom. 11. Fire and Casualty. (A) Substantial Damage. If the Premises or a substantial portion thereof shall be made untenantable by fire or other casualty, Landlord may elect to: (ly Terminate the Term, effective as of the date of such fire or casualty, by written notice given to Tenant within thirty (30) days after such date; or (2) Repair, restore, or rehabilitate the Premises at Landlord’s expense, but limited, however, by the amount of insurance proceeds received to cover such damage expense (unless the damage is due to Tenant's acts or omissions or those of Tenant's employees, agents, sublessees, licensees, contractors or invitees, in which case, the repairs shall be at Tenant's expense) within twelve (12) months after the date of such fire or casualty, in which event the Term shall not terminate but any Rent shall be abated on a per-diem and pro-rata basis based on the percentage of the Premises untenantable (unless the damage is due to Tenant's acts or omissions or those of Tenant's employees, agents, sublessees, representatives, directors, officers, shareholders, visitors, licensees, contractors or invitees) so long as the Premises or a portion thereof shall remain untenantable. If Landlord elect to so repair, restore or rehabilitate the Premises and shall fail to substantially complete the same within said twelve (12) month period, reasonable allowance being made for delay due to causes beyond Landlord’s reasonable control, either the Landlord or Tenant may terminate the Term as of the date of such fire or 5 casualty by written notice to the other, given within fifteen (15) days next following the last day of said twelve (12) month period; provided, however, that Tenant shall not have the right of termination if Tenant was in default prior to said fire or other damage or if the fire or other damage was due, directly or indirectly, to the acts or omissions of Tenant or its employees, agents, representatives, invitees, licensees, directors, officers, partners, shareholders, owners or visitors. In the event of termination of the Term pursuant to this Section, Rent shall be apportioned on a per-diem basis and paid to the date of termination of the Term. @) Non-Substantial Damagi If the Premises shall be damaged (unless due to the acts or omissions of Tenant or those of Tenant's employees, agents, sublessees, representatives, directors, officers, shareholders, visitors, contractors, licensees or invitees) such that the provisions of Section 11(A) are not applicable, Landlord shall restore the Premises with reasonable dispatch (except those portions which have been constructed by Tenant at Tenant's expense or which are the property of Tenant) to substantially their condition prior to the damage; limited, however, by the amount of insurance proceeds received to cover such damage. In such event, Rent shall not abate. © Waiver. The provisions of Ohio Revised Code Section 5301.11 shall not apply and any rights thereunder are waived by Tenant. 12. Eminent Domain. In the event all or a part of the Premises shall be taken by a public or private authority under the power of eminent domain or like power, this Lease shall terminate, with respect to the portion of the Premises so taken, as of the date possession of the Premises shall be required to be delivered to the appropriate authority. There shall be an equitable abatement of the Rent proportionate to the part of the Premises taken under such power. In the event of any total or partial taking under such power, Landlord shall be entitled to all such damage awards as may be allowed. 13. Assignment, Subletting and Encumbrances, Without the prior written approval of Landlord, Tenant shall not assign this Lease, sublet any part of the Premises, transfer any right or interest hereunder, or encumber in any way all or any portion of Landlord’s or Tenant's interest in this Lease or any right or interest hereunder. Landlord may withhold consent at their sole discretion. Any merger or acquisition of Tenant shall be deemed to be a prohibited assignment of this Lease. Any change in the ownership of Tenant (whether legal or equitable, whether through the sale of existing shares or partnership or membership interests or the issuance of new shares or partnership or membership interests or other interests in Tenant) shall be deemed to be a prohibited assignment. 14, Landlord’s Mortgages, Estoppel Certificates and Subordination. (A) Mortgages. At the option of Landlord, this Lease shall be subordinated to the lien of any mortgage (hereinafter called "Mortgage") that Landlord may hereafter place on all or any portion of the Premises. Upon Landlord’s request, Tenant shall execute any instrument which may be required to effectuate such subordination, provided Landlord shall first have delivered to Tenant a document signed by the mortgagee(s) providing in substance that, as long as Tenant shall discharge its obligations under this Lease: (1) its tenancy shall not be disturbed; (2) this Lease shall not be affected by any default under the Mortgage; and (3) in the event of foreclosure of the Mortgage, the rights of Tenant shall survive, provided Tenant fully performs all of her obligations hereunder, and provided further that Tenant shall not have prepaid any Rent, except as the same becomes due under the terms of this Lease. If 6 Tenant is notified of Landlord’s assignment of this Lease as security for a Mortgage and of the name and address of the mortgagee or trustee, Tenant shall not terminate or cancel this Lease for any default on the part of the Landlord. Tenant shall promptly deliver all estoppel certificates that Landlord deliver to Tenant after Tenant has first completed same in good faith and in a truthful manner. Tenant shall comply with all covenants of any Mortgage at Tenant's expense. Tenant understands that this provision does not apply to any previously existing mortgages Landlord have placed on the Premises. (B)Estoppel. Within ten (10) days after Landlord’s request, Tenant shall deliver to Landlord a document certifying that an attached copy of this Lease and any amendments have not been further modified and are in full force and effect and that Landlord is not in default under the Lease (if there is no default), or, alternatively, the nature of Landlord’s default(s) under this Lease (if there has been a default) and indicating the amount of any past due Rent and other charges and that there has been no prepaid Rent (if there has been no prepaid Rent) or the amount of any prepaid Rent, if any. Tenant represents and warrants that the information contained in said certificate(s) will be accurate and complete and that said certificate(s) will be given subject to the penalties of perjury. Tenant acknowledges that said certificate(s) will be relied upon by third parties. 15, Entry of Landlord. Landlord may enter the Leased Premises at all reasonable times and without notice: (A)to inspect or protect the Premises or any of Landlord’s equipment thereon; (B) to effect compliance with any law, order or regulation of any lawful authority; (C) to make or supervise repairs, alterations or additions, (D) to exhibit the Premises to prospective lessees, purchasers or other persons; (E) to alter or otherwise prepare the Premises for reoccupancy at any time after Tenant has vacated the Premises; and to survey the Premises for any purpose. No authorized entry by Landlord shall constitute an eviction of Tenant or a deprivation of Tenant's rights, alter the obligations of Tenant, or create any right in Tenant adverse to Landlord’s interests hereunder and the Rent reserved shall in no way abate by reason of loss or interruption of business of Tenant or otherwise, while any repairs, alterations, improvements or additions are being made. During the last sixty (60) days prior to the expiration of the Term or any renewal Term(s), Landlord may place upon the Premises the usual notices "to let", "for lease" or "for sale", which notices Tenant shall permit to remain thereon without molestation. The authority to enter granted to Landlord shall extend to and include all those authorized by Landlord, including, (but not limited to) authorized employees, agents, officers, directors, invitees and contractors of Landlord. 16. Removal of Equipment and Fixtures. In the Event of Default (as defined in Section 18 hereof), Tenant must remove Tenant's personal property no later than seven (7) days after Tenant's right to possession ends, time being of the essence. In all other cases, Tenant must remove Tenant's personal property no later than ten (10) days after termination of the Term; provided, however, that the foregoing shall not limit Landlord’s right to enter, remove and dispose of said personal property upon an Event of Default. In the event Tenant removes any items, Tenant shall immediately repair or reimburse Landlord for all damage or defacement to the Premises resulting from the removal. If such items are not removed as required, all such items shall become and remain the property of Landlord and shall be deemed to be abandoned property or, at Landlord’s option, Landlord may remove and dispose of said items and Tenant shall immediately reimburse Landlord for the costs for said removal upon receipt of an invoice therefor. 17. Holding Over by Tenant. During any period of holding over, Tenant shall be a Tenant at-will, subject to all the obligations imposed upon Tenant by this Lease except that the Rent shall be increased by one hundred percent (100%). 18. Default. (A) Definition of Default. As used in this Lease, the term "Event of Default" or "Default" shall mean any of the following: (dy Tenant's failure to timely make payment of any rental installment or any other amounts payable by Tenant to Landlord hereunder within five (5) days after demand for payment; or (2) Tenant's failure, within ten (10) days after receipt of demand from Landlord, to fulfill any obligation, covenant, duty, responsibility or promise made by or imposed on Tenant by this Lease (other than Tenant's failure as designated in Section 18(A)(1)); or 3) Tenant shall file in any court a petition in bankruptcy or insolvency or for reorganization or for arrangement or liquidation within the meaning of the Bankruptcy Code or any comparable state law, or for the appointment of a receiver or trustee of all or a portion of Tenant's property; or (4) an involuntary petition of the kind referred to in Subsection (3) of this Section shall be filed against Tenant and such petition shall not be vacated within thirty (30) days after the date of filing thereof; or (5) Tenant shall make an arrangement for the benefit of creditors, or shall be adjudicated a bankrupt; or (6) any property used in connection with Tenant's leasehold interest in the Premises or Tenant's interest in the Lease shall be taken on execution or attached; or (7) Tenant shall, for reasons other than those specifically permitted in this Lease, cease to conduct its normal business operations in the Premises or leave the same vacated or abandoned for a period of ten (10) days. (B) Remedies. Upon the happening of an Event of Default, Landlord at their option may: (1) terminate this Lease, or (2) end Tenant's rights to possession of the Premises without terminating the Term of this Lease. Upon termination of this Lease for any reason, or upon loss of the Tenant's right of possession as provided above, Tenant shall promptly surrender possession to Landlord and vacate the Premises, and Landlord may re-enter the Premises and expel the Tenant or anyone claiming under the Tenant and remove the property of any of them without notice, formal claim or judicial process, Landlord being absolved of anyliability or claim for damages in doing anything reasonably necessary or appropriate in connectiontherewith. If Landlord elect to end Tenant's right of possession without terminating the Term of this Lease, Landlord may, at their option, lease or sublet all or any part of the Premises on such terms and conditions as Landlord may elect and collect from Tenant any balance 8 remaining due on the Rent and other obligations payable by Tenant under this Lease, as well as charge Tenant for any leasehold improvement work incurred in a re-letting of the Premises or a portion thereof. Alternatively, Landlord may declare, without further notice, all Rent which otherwise would have been due and payable to be immediately due and payable discounted to present value at a six percent (6%) capitalization rate. 19, No Recording o