Preview
FILED
7/14/2021 12:11 PM
FELICIA PITRE
DISTRICT CLERK
DALLAS CO., TEXAS
Courtney Rutledge DEPUTY
DC-21-09111
CAUSE NO.
GREAT LAKES DEVELOPMENT, INC., IN THE DISTRICT COURT
a Texas Corporation
Plaintiff,
¥ DALLAS COUNTY, TEXAS
LEKHA & MEGHA, LLC, a Texas
Limited Liability Company, UNI KING,
LLC, a Texas Limited Liability Company,
RAMU NETTEM, individually, DINESH
TRIPURANENI, individually, and
MASHESWAR RAO CHALLA,
individually
Defendants. JUDICIAL DISTRICT
PLAINTIFF’S ORIGINAL PETITION
TO THE HONORABLE JUDGE OF SAID COURT:
Plaintiff, GREAT LAKES DEVELOPMENT, INC., a Texas Corporation (“Landlord”
or “Plaintiff”) files this Original Petition complaining of LEKHA & MEGHA, LLC, a Texas
Limited Liability Company (“L&M”), UNI KING, LLC, a Texas Limited Liability Company
(“Uni King”), RAMU NETTEM, individually (“Nettem”), DINESH TRIPURANENI,
individually (“Tripuraneni”) and MASHESWAR RAO CHALLA, individually (“Challa”),
(collectively referred to herein as “Defendants”), and for cause of action would show the
following:
I
DISCOVERY CONTROL PLAN AND STATEMENT OF RELIEF
1 Pursuant to Texas Rules of Civil Procedure 47(c), Plaintiff is presently seeking
monetary relief of $100,000 or less. Pursuant to Texas Rules of Civil Procedure 190, discovery is
PLAINTIFF’S ORIGINAL PETITION Page 1 of 7
intended to be conducted under Level 2. The damages sought are within the jurisdictional limits
of the Court.
I.
PARTIES
2. Plaintiff Great Lakes Development, Inc. is a Texas corporation and is the owner of
Valley Ranch Shopping Center located at 9405 N. MacArthur Blvd., Irving, TX 75063 (the
“Shopping Center”).
3 Defendant L&M is a Texas Limited Liability Company and doing business in and
around Dallas County, Texas. L&M may be served with process by serving its registered agent,
Ramu Nettem, 5720 Lunsford Road, Apt. 1236, Plano, TX 75024 or wherever he may be found.
4. Defendant Uni King is a Texas Limited Liability Company and doing business in
and around Dallas County, Texas. Uni King may be served with process by serving its registered
agent, Dinesh Tripuraneni, 597 Elm Creek Drive, Lewisville, TX 75056.
5 Defendant Nettem is an individual doing business in and around Dallas County,
Texas. Nettem may be served with process at 5720 Lunsford Road, Apt. 1236, Plano, TX 75024
or wherever he may be found.
6 Defendant Tripuraneni is an individual doing business in and around Dallas
County, Texas. Tripuraneni may be served with process at 597 Elm Creek Drive, Lewisville, TX
75056 or wherever he may be found.
7 Defendant Challa is an individual doing business in and around Dallas County,
Texas. Challa may be served with process at 6467 Tranquilo, Apt. 1067, Irving, TX 75039 or
wherever he may be found.
PLAINTIFF’S ORIGINAL PETITION Page 2 of 7
Til.
VENUE AND JURISDICTION
8 This Court has jurisdiction over the parties and claims which are the subject of this
suit.
9 Venue of this action is mandatory in Dallas County, Texas, pursuant to TEX. CIv.
PRAC. & REM. CODE ANN. § 15.0115, in that this is a suit on a lease, and the property at issue is
located in Dallas County, Texas.
Iv.
FACTS
10. Plaintiff is the Landlord and owner of the Great Lakes Shopping Center located at
9405 N. MacArthur Blvd., Irving, TX 75063. Specifically, Plaintiff owns Suite 109 of the
Shopping Center (the “Leased Premises”). On or about December 17, 2014, Defendant L&M, as
tenant, executed a Lease Agreement (the “Lease”) for a sixty (60) month term with Landlord for
the Leased Premises. A true and correct copy of the Lease is attached hereto marked Exhibit “A”
and incorporated fully herein. Concurrently with the execution of the Lease, Defendant Nettem
executed an unconditional Guaranty of Lease (the “2014 Guaranty”). The 2014 Guaranty is
appended to and contained within the Lease.
11. In or about September of 2018, Plaintiff, as Landlord executed a First Lease
Amendment (the “First Amendment”) with Defendants L&M, Tripuraneni, Challa, and Uni King
as Tenants of the Lease. Defendant Nettem maintained his Guaranty of the Lease. A true and
correct copy of the First Amendment is attached hereto marked Exhibit “B” and incorporated fully
herein.
PLAINTIFF’S ORIGINAL PETITION Page 3 of 7
De In or about September of 2018, Defendants Tripuraneni and Challa executed an
unconditional Guaranty of Lease (the “2018 Guaranty”). A true and correct copy of the 2018
Guaranty is attached hereto marked Exhibit “C” and incorporated fully herein.
133 Defendants took possession of the Leased Premises and conducted business therein
during the Lease term. The Lease, paragraph 4.01 et. seq., requires Defendants to timely pay all
rent, common area maintenance charges, taxes, insurance, and other rental related charges
(collectively “Rental Charges”) through the entire term of the Lease. The Lease, paragraph 3.03
requires Defendants to pay “Hold Over” Rental Charges for any continued occupancy of the
Leased Premises following the expiration of the Lease term at the rate of triple the specified rental
rate.
14. The Lease expired on September 30, 2020. Notwithstanding the expiration of the
Lease, Defendants continued to occupy and transact business within the Leased Premises through
April of 2021. Accordingly, Defendants incurred Hold Over Rental Charges through April of 2021.
Despite being liable for the payment of Rental Charges, Defendants have defaulted in the Lease,
the 2014 Guaranty, and the 2018 Guaranty by their failure to pay Rental Charges due. Plaintiff has
not released any of the Defendants from their obligations pursuant to the Lease, the 2014 Guaranty,
or the 2018 Guaranty. Plaintiff has performed all covenants and conditions required by the Lease
and is not in default of the same.
15. The total amount of Rental Charges due and owing from Defendants to Plaintiff is
$38,366.62. In May of 2021, formal written notice of default and demand for payment of all sums
due was presented to all Defendants. Defendants have failed and refused to pay Plaintiff all
amounts due and owing. Plaintiff has not released Defendants from their obligations under the
Lease or the 2014 Guaranty or the 2018 Guaranty.
PLAINTIFF’S ORIGINAL PETITION Page 4 of 7
16. The total amount due and owing from Defendants, after all offsets and credits, is
$38,366.62.
Vv
BREACH OF LEASE AGREEMENT
17. Defendants L&M, Tripuraneni, Uni-King, and Challa’s failure to pay Rental
Charges constitute material defaults under the Lease. As a direct and proximate result of these
Defendants’ breach of the Lease, Plaintiff has been damaged in the total amount of $38,366.62 for
unpaid Rental Charges and other related damages. Despite demand, Tenants have failed and
refused to pay all amounts due pursuant to the Lease.
VI.
BREACH OF LEASE GUARANTEE
18. Defendants Nettem, Tripuraneni, and Challa’s failure to pay Rental Charges
constitutes a material default under the 2014 and 2018 Lease Guaranties. As a direct and proximate
result of Nettem, Tripuraneni, and Challa’s breach of the 2014 and 2018 Lease Guaranties, Plaintiff
has been damaged in the total amount of $38,366.62 for unpaid Rental Charges. After all credits
and offsets there is now due and owing from Nettem, Tripuraneni, and Challa as Guarantors, the
total net sum of $38,366.62. Despite demand, Nettem, Tripuraneni, and Challa have failed and
refused to pay all amounts due.
Vi.
ATTORNEYS’ FEES
19. Plaintiff has made written demand upon all Defendants for payment of this claim
and although more than thirty (30) days have expired since Defendants were presented with
demand for payment, said claim has not been paid or satisfied. As a result of Defendants’ failure
PLAINTIFF’S ORIGINAL PETITION Page 5 of 7
to pay the above amounts due and to comply with the terms of the Lease, the 2014 Guaranty, and
the 2018 Guaranty, Plaintiff has found it necessary to employ the undersigned attorneys to pursue
this claim. Plaintiff is therefore entitled to recover an additional and reasonable sum as
compensation for attorneys’ fees pursuant to the Lease Agreement and Tex. Civ. Prac. & Rem.
Code '38.001 (Vernon).
WHEREFORE, PREMISES CONSIDERED, Plaintiff requests that Defendants be cited
to appear and answer and that upon final trial, Plaintiff have and recover judgment of and from
such Defendants jointly and severally as follows:
a. Damages for Defendants’ breach of the Lease and the 2014 and 2018 Lease
Guaranties in the net total amount of $38,366.62;
Pre-judgment interest on all damages through the date of final judgment at the
highest lawful rate per annum;
Reasonable attorneys’ fees;
All costs of court;
Post-judgment interest from the date of final judgment as allowed at the highest
lawful rate per annum until paid; and
Such other and further relief to which Plaintiff may be justly entitled.
PLAINTIFF’S ORIGINAL PETITION Page 6 of 7
Respectfully submitted,
FERGUSON BRASWELL FRASER KUBASTA PC
By: /s/ John D. Fraser
John D. Fraser
State Bar No. 07393550
Alex M. Campbell
State Bar No. 24095536
2500 Dallas Parkway, Suite 600
Plano, Texas 75093
Phone: 972-378-9111
Facsimile: 972-378-9115
E-Mail: jfraser@fbfk.law
E-Mail: acampbell@fbfk.law
ATTORNEYS FOR PLAINTIFF GREAT
LAKES DEVELOPMENT, INC.
PLAINTIFF’S ORIGINAL PETITION Page 7 of 7
EXHIBIT A
LEASE AGREEMENT
BY AND BETWEEN
GREAT LAKES DEVELOPMENT, INC.
AS LANDLORD
AND
LEKHA & MEGHA, LLC
culcinge
Trade Name: PEACOCK INDIAN-RESTAURANT_-j VC
AS TENANT
AND
RAMU NETTEM
AS TENANT'S GUARANTOR
GREAT LAKES CENTER
IRVING, TEXAS
This lease (the "Lease") is made and entered into the date set forth below by and between GREAT
LAKES DEVELOPMENT, INC company, herein called "Landlord," and LEKHA& MEGHA, LLC, a Texas
limited liabliity company, herein called "Tenant” and RAMU NETTEM ("Guarantor"), having an ad¢ress at
5720 Lunsford Road, Apartment 1236, Piano, TX 75024 and trading as Peacock Indian Restatrant. Kt
oe. tat
In consideration of the mutual covenants contained herein, and other good a fd
valuable
consideration, the sufficiency of which is hereby acknowledged, Landlord and Tenant, intending to be
legally bound hereby, agree with each other as follows:
10
44 ARTICLE I: BASIC LEASE PROVISIONS AND DEFINITIONS
12
13 Section 1.01. Basic Lease Provisions and Definitions.
14
15 Wherever used in this Lease, the following terms shall have the meanings indicated. Each reference in
16 this Lease to any of the Basic Lease Provisions in this Section 1.01 shall be deemed and construed to
lt incorporate: ail of the terms provided under such Basic Lease Provision, provided that the Basic Lease
18 Provisions shall be controlled by the specific terms and provisions of this Lease relating to the subject
19 matter of the Basic Lease Provision.
20
21
22
Date of Lease: 12
23
24 ‘Shopping Center and Demised Premises:
25
Shopping Center or Center: Great Lakes Center
Shopping Center Address: 9405 MacArthur Bivd, Irving, TX
Demised Premises or Premises Store #3 with approximate dimensions of 44 feet of frontage and
(See Section 2.01): 50 feet of depth, for an approximate total square foot area of
2,175, as depicted on Exhibit A attached hereto and made a part
hereof.
26
27 Landlord and Tenant:
28
Landlord's Address for 1800 NI -35E
Notices: Suite 200‘
Carrollton, TX 75006
Landlord's Address for 1800 NI-35E
Rent Payments: Suite 200
Carrollton, TX 76006
Tenant's Name and Billing Lekha & Megha, LLC
Address: 5720 Lunsford Road, Apartment 1236
Plano, TX 75024
Phone: (972) 905-0822 Facsimile: ( )
Tenant's Name and Notice Lekha & Megha, LLC
Address: 5720 Lunsford Road, Apartment 1236
Plano, TX 75024
Phone: (972) 905-0822 Facsimile: ( )
Trade Name (See Section 5.01): Peacock Indian.Resteurant Ne
OLAie
Guarantor's Name and Ramu Nettem
Address for Notices: 5720 Lunsford Road, Apartment 1236
Plano, TX 75
Phone: (972) 905-0822 Facsimile: ( )
5
Permitted Use:
Permitted Use (See Section Tenant shall use and operate the Demised Premises solely for
1) the purpose of operating a Peacock Indian Restaurant Po
Gi SC
Tenant shall not use the Demised Premises, or permit the use
thereof, for any other use or purpose.
Lease Term:
Lease Term The Lease Term shail be sixty five (65) full months beginning on
the Commencement Date.
Commencement Date: The Commencement Date of the term of this Lease shall be the
first day of the first month following the “Possession Date" (as
hereafter defined).
Possession Date: The date Landlord makes the Demised Premises available to
Tenant. Tenant shall take possession of the Demised Premises
on the Possession Date,
Expiration Date: The last day of the final calendar month of the Lease Term. The
Lease shall end on the Expiration Date, unless sooner
terminated as otherwise provided herein,
Option Term: There shall be one Option Term of sixty (60) months. The Option
Term shall commence on the day immediately following the last
day of the prior Lease Term and shall terminate on the last day
of the last calendar month in the Option Term.
Exercise of Option Term: Tenant must notify Landlord of its election to exercise the Option
Term by written notice given no sooner than three hundred sixty
(360) days and ne /ater than one hundred eighty (180) days prior
to the last day of the then current Lease Term.
t
tally Sfaifys
ils ‘850.00 per month from the Commencement Date through to the
Minimum Annuat Rent (Se:
Section 4.01): last day of the fith (5") month of the Lease Term,
$4,168.75 per month from the first day of the sixth (6) month
bl'jis 4) 30% through to the last day of the seventeenth (17") month of the
Lease Tet
$4,259.38 per month from the first day of the eighteenth (18")
tof ie 9]3°/'7 month through to the last day of the twenty ninth (29") month of
the Lease Term.
jo)i/17-A]s0ft
$4,350.00 per month from the first day of the thirtieth (30")
‘month through to the last day of the forty first (41*)) month of the
Lease Term.
$4,440.63 per month from the first day of the forty second (42"¢)
10/1/18 4/3of9 month through to the last day of the fifty third (63%) month of the
whe] Pp
Lease Term.
$4,531.25 per month fram the first day of the fifty fourth ct)
gmonth through to the Expiration Date.
Gross Sales Reporting Quarterly
‘requency:
Option Term Minimum Annual $4,621.88 per month from the commencement of the Option
nt: Term through to the last day of the twelfth (12") month of the
Option Term.
$4,712.50 per month from the first day of the thirteenth (13%)
month of the Option Term through to the last day of the twenty
fourth (24) month of Option Term.
$4,803.13 per month from the first day of the twenty fifth (25")
month of the Option Term through to the last day of the thirty
sixth (36") month of the Option Term.
$4,893.75 per month from the first day of the thirty seventh (37%)
month of the Option Term through to the last day of the forty
eighth (48°) month of the Option Term.
$4,984.38 per month from the first day of the forty ninth (49)
month of the Option Term through to the expiration of the Option
Term.
Late Fee on Late Payments Five cents ($0.05) for each.dotlar overdue
(See Section 4.10):
Interest on Late Payments (See The lesser of: (i) four percent (4%) per annum above.the prime
Section 4.10): fate published in The Wall Street Journal; or (ii) the highest lawful
fate of intesast permitted at the time in the state in which the
Shopping Center is located calculated as of the due date.
Late Payment: Any payment not made within five (5) days after its due date.
Additional Rent:
Security Deposit (See Section $5,890.63
01):
Rent Deposit (See $5,528.13
Section 4.01(b)): Applied to Sixth Month's Rent
Tax on Rentals All amounts provided for in this Article | are before taxes. If the
(See Section 8.03): Shopping Center is located in a jurisdiction that imposes a sales
tax or other tax on rentals, such tax is in addition to, and not
included in, the amounts provided for in this Lease and shall be
paid by Tenant as Additional Rent unless specifically stated to
the contrary.
Operating Cost Percentage Tenant shall pay a pro rata share of the Shopping Center's
(See Section 9.02): operating costs plus the administrative fee of twenty (20%)
percent referenced in Section 9.02(a)(xii). The Operating Cost
Percentage used to determine Tenant's pro rata share shall be
a fraction, the numerator of which is the number of square feet
of leasable area within the Demised Premises and the
denominator of which is the number of square feet of leasable
floor area within the Shopping Center, whether leased, vacant or
occupied, subject to adjustment as provided in Article 9.
Landlord's estimate of the pro rata share for the year in which
this Lease is executed is $1.45 per square foot ($262.81per
month),
Real Estate Tax Percentage Tenant shall pay a pro rata share of the Shopping Center's real
(See Section 8,01): estate taxes. The Real Estate Tax Percentage used to
determine Tenant's pro rata share shall be a fraction, the
numerator of which is the number of square feet of leasable
area within the Demised Premises and the denominator of
which is the number of square feet of leasable floor area within
3
UF
the Shopping Center, whether leased, vacant or occupied,
subject to adjustment as provided in Article 8. Landiord's
estimate of the pro rata share for the year in which this Lease is
executed is $5.73 per square foot ($1,038.56 per month).
Insurance Charge (See Section Seventeen cents ($0.32) per square foot per year ($58.00 per
02): month), increased as set forth in Section 4.1
Promotion Fund Charges (See None
Article Xill):
Miscellar iS:
Construction Allowance (See $50,025.00
Section 2.04):
In order to ensure timely payment of the Construction Allowance,
Tenant should send a written demand for payment together with
all of the documents necassary to show Tenant's compliance
with all of the conditions set forth in Section 2.04. The demand
for payment should be sent to:
Great Lakes Development, Inc.
1800
N | -35E
Suite 200
Carrollton, TX 75006
Attn: Property Manager
Tenant's Insurance
Requirements (See
Article XV):
Commercial General Liability: $1,000,000.00 per occurrence; $3,000,000,00 in the aggregate
Personal property: Full Replacement
Other: Other: Plate Glass, Boiler/Air Conditioning and, if applicable,
Liquor Liability
Broker (See Section 22.07): Stephen Coffey fepresenting the Landlord. Mahesh Guduru
representing the Tenant.
Signs: Drawings and specifications shall be completed in accordance
with Section 6.03 and Exhibit D.
—— ———
ARTICLE Il: DEMISED PREMISES
Section 2.01. Demlsed Premises.
(a) Landiord, in consideration of the rents to be paid and the covenants to be performed by
Tenant, hereby leases the Demised Premises
to Tenant, and Tenant hereby leases the Demised Premises
from Landlord, for the Lease Term. All measurements of the Demised Premises and of leasable area are
made from the outside of exterior walls and from the center of interior walls. Landlord reserves the rightto
change the name of the Shopping Center at any time in its sole discretion.
10
11 (bo) Itis expressly agreed that nothing contained in this Lease shall be construed as a grant or
42 rental of (and the Demised Premises s! hall not include) (I) any space above the finished ceiling of thé
13 Damised Premises (or, f none, above the bottom edge of the framework supporting the roof), (ii) any rights
14 in the roof or exterior of the. building within which the Demised Premises is located, (iii) the space below
15 the finished floorof the Demised Premises or (iv) the land upon which the Demised Premises is located.
16 Sectlon 2.02. Condition of the Demised Premlses.
17
18 Tenant acknowledges that It is famitiar with the Demised Premises and except as specifically set forth
19 herein to the contrary, there is no work of any son to be performed by Landlord and no representation or
20 warranty by Landlord as to the fitness of the Demised Premises, or any equipment servicing the Demised
21 Premises, or a to any use permitted herein. Any and all work to the Demised Prémises necessary for
22 Tenant to open and operate its business. in accordance with the terms of this Lease (the "Tenant's Work")
23 shall be Tenant's obligation to perform.at Tenant's sole cost and expense. Tenant will indemnify and
24 defend Landlord and save it harmless from and against any and all claims, actions, sults at law or equity,
25 judgments, expenses, costs, liabilities, fines and debts in connection with any injury, loss or damage during
26 any period of Tenant's Work.
27
28 Section 2.03. Surrender of the Demlged Premises.
29
30 At the Expifation Date or uy pon the earlier termination of this Lease in accordance with the terms and
31 provisions hereof, Tenant shell quit ‘and surrender the Demised Premises in "broom clean” condition and
32 In the same condition as the Demised Premises were in upon delivery of possession, reasonable wear and
33 tear excepted, and shall surrender all keys for the Demised Premises to the Shopping Center's property
34 manager and shail inform the property manager of all combinations of locks, safes and vaults, if any, in the
35 Demised Premises. Any alterations, additions, improvements and fixtures paid for by Tenant or installed
by Tenant upon the interior or exterlor of the Demised Premises (whether or not approved by Landlord),
7 other than unattached moveable trade fixtures and’decorations, shall at the Expiration Date or upon the
38 earlier termination of this Lease in accordance with the terms and provisions hereof, at Landlord's option,
30 become the property of Landlord. If Landlord chooses not to retain such alterations, additions,
40 improvements and fixtures, then Tenant shall, prior to the Expiration Date or earlier termination of this
41 Lease, remove such of these as Landlord chooses at Tenant's expense and shall restore the Demised
42 Premises to its condition immediately preceding Tenant's installation of such alterations, additions,
43 improvements and fixtures. Should Tenant desire to leave any personal property in the Demised Premises,
44 it shall request permission in writing from Landlord, describing such property, not less than thirty (30) days
45 prior to such surrender; and absent such permission in writing, all such property shall be removed by
46 Tenant. Should Tenant desire to ramove any additions, improvements or fixtures from the Demised
47 Premises, it shall request permission in writing from Landlord, describing such items to be removed, not
48 less than thirty (30) days prior to such surrender, and absent such permission in writing, all such items shall
49 not be removed by Tenant. Landlord shall be reasonable in consideration of Tenant's request to remove
50 such Items from the Demised Premises. Tenant's obligation to observe or perform the covenants contained
51 in this Section shall survive the expiration or earlier termination of the Lease Term.
52
53 Section 2.04, Construction Allowance.
54
55 As an inducement to the execution and delivery of this Lease and the performance by Tenant of
56 all obligations hereunder, Landlord agrees to pay te Tenant, in consideration therefor, to be applied only
87 toward the cost of the build-out of leasehold improvements (specifically excluding the costs of movable
58 fixtures and equipment, design and architectural fees and interior and exterior signage, and all other costs
59 customarily known as "soft costs") in an amount up to fifty percent (50%) of 100% of the amount within
60 thirty (30) days following the date that Tenant opens for business and fifty percent (50%) within thirty (30)
61 days following the date of Tenant's payment of the sixth (6°) month's Minimum Annual Rent, provided
62 however, that the folowing conditions are fully satisfied:
63
64 (a) Tenant is not in default of any term, covenant or condition of the Lease after notice and
65 the expiration of any applicable cure period, and the Lease is in full force and effect;
66
(b) Tenant has completed all of the work required to be performed by Tenant prior to Tenant's
‘opening for business at the Demised Premises in strict accordance with plans and specifications approved
in writing by Landlord,
(o) Tenant is open for business;
(a) The Demised Premises, including all installations therein, are free and clear of all liens,
security interests, charges and encumbrances and there are no judgments, levies, attachments, liens or
tax liens pending {or threatened) or in effect with respect to Tenant and/or the Demised Premises;
10
11 (e) Tenant submits the following completed documentation to the Landlord within thirty (30)
12 days following the completion ‘of Tenant's Work, Tenant shall supply either originals or recordable
13 counterparts of the following documents unless otherwise agreed by Landlord:
14 wo ‘A Tenant Affidavit certifying that all of the conditions contained herein are satisfied.
15 qi) ‘The Tenant's General Contractor's Application for Payment and Lien Waiver.
16 (ill) The Tenant's Subcontractors'/Materialmen's Application for Payment and Lien
17 Waiver (to be submitted for each and every subcontractor with aggregate requisitions in
18 excess of $3,000).
19 (wy) Certificate of Occuy
20 () Any necessary approvals for Tenant's lawful operation for its Permitted Use (e.9.
21 liquor license, health certificate, etc.).
22 (vi) Proof satisfactory to Landlord of the cost to Tenant of the build-out of leasehold
6
cS 23
24
improvements (specifically excluding the costs of movable fixtures and equipment, design
and architectural fees and interior and exterior signage, and all other costs customarily
25 known as "soft costs").
oi AN eR
(vil). Th
AE coud Bow Alhesior Des
26 i's Fi
is fssoc.
27
28
w uw AY
to the extent that Tenant owes any rab
les to Landlord under the Lease at the time
to
29 when Landlord is obligated to pay the Construction Allowance to Tenant, Landlord shall be permitted
30 deduct those monies owed to it by ‘Tenant from the Construction Allowance.
31
32 (9) if Landlord terminates this Lease prior to the scheduled expiration date on account of a
33 default by Tenant under the terms hereof or if this Lease is otherwise terminated, in addition to all other
34 remedies available to Landlord on acc ount of such default, Tenant shall, upon raceipt of written demand
35 therefor, prom ptly pay to Landlord the unamortized value of the Construction Allowan \c@ actually disbursed
36 by Landlordt lo Tenant pursuant to this Section (the "Unamortized Allowance"). For purposes of this
amount of the
37 Section, the Unamortized Allowance shall be calculated by amortizing the actual
term of
38 Construction Allowance disbursed by Landlord on a self-liquidating mortgage style basis over the
38
the
the Lease using the default interest rate and the Unamortized Allowance shall be established as of this
of
40 date of termination of the Lease. The provisions of this Paragraph shall survive the termination
44 Lease.
42
43 (h) If Tenant shall be judicially declared bankrupt or insolvent according to law, or if any
assignment shall be mi ada of Tenant's property for the benefit of creditors, or if a receiver, guardian,
45 conservator, trustee in involuntary bankruptcy of similar officer shall be appointed to take charge of all or
46 any substantial part of the Tenant's property, or if a petition shall be filed for any reorganization of the
47 Tenant under any provisions of law now or hereafter enacted,
or if Tenant shall file a petition for such
reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor
to
48
49 settle, satisfy or extend the time for the payment of debts then Landlord shall have the right to defer
Lease
50 payment of any Construction Allowance until such time as Tenant both (a) properly assumes this
pays all pre and post bankruptcy arrears due under the Lease.
51 pursuant to the bankruptcy code and (b)
$2
53 i) Notwithstanding anything contained herein to the contrary, in the event Tenant fails to
request the Construction Allowance in compliance with Subsections (a) through (e) above within six
months following the Commencement Date, the Construction Allowance shall be oul
| and void and
55
56 Landlord shail have no obligation to pay Tenant the Constructio n Allowance.
57
58
59 ARTICLE Ill: TERM OF LEASE
60
61 Section 3.01. Lease Term.
62
63 The Lease Term shall bs for the period set forth In Séction 1.01, unless sooner terminated in accordance
calendar
with the terms and provisions of this Lease. “Lease Year" shall mean the twelve (12) consecutive
68 months commencing with the first day of the first full calendar month of the Lease Term, and thereafter
day of a
66 with each succeeding anniversary thereof. If the Commencement Date is other than the first
67 calendar month, the first Lease Year shall include the period from the Commencement Dats through the
68 ‘end of the month In which the Commencement Date occurs. If the Commencement Date has not occurred
7
within two (2) years after the date of execution of this Lease, then this Lease may be terminated by either
party hereto at any time thereafter prior to the occurance of the Commencement Date by written notice
given to the other an d thereafter neither party hereto shall be obligated or flable to the other under this
Lease.
Section 3.02. Commencement of Lease Term.
(a) The Lease Term, and Tenant's obligation to pay "Rent" (as defined in Section 4.09) shall
commence on the Commencement Date, as set forth in Section 1.01 and from and thereafter Minimum
10 Annual Rent shall be paid as set forth in Section 1.01.
41
12 (b} The parties hereby acknowledge that certain obligations under various Articles herein may
13 commence prior to he Commencement Date, including, but not limited to, Tenant's obligations to take
14 possession and construct the Demised Premises, to obtain insurance, to indemnify Landtord, to waive
15 certain Landlord liability and to pay for all utilities; and the parties agree to be bound by all of such
16 objigations from and after the date of this Lease.
7
18 c) Except as set forth in Section 3.01, Landlord shall not under any circumstances be subject
19 to any liability whatsoever to Tenant, and Tenant shall not under any circumstances be entitled to rescind
20 or terminate this Lease, for any delay in Landlord's delivery of the Demised Premises to Tenant.
21
22 Section 3.03. Holding Over.
23
24 Tenant shall not have the right to remain in possession of the Demised Premises after either the Expiration
25 Date or the earlier termination of the Lease without having first received Landlord's written consent. It
Tenant remains in possession of the Demised Premises thereafter without Landlord's consent, such
27 ion shall be a default under the Lease and Tenant shall be deemed a holdover tenant on the
28 following terms at ind conditions: Tenant's use and occupancy of the Demised Premises shall be at a rate
29 equal to triple the total of the Minimum Annual Rent and Percentage Rent, if any, as waé due during the
final month of the Le: ase Term plus ail Additional Rent due in accordance with the terms of the Lease
3 calculated on a per diem basis,; Tenant shall be fully obligated to perform all of the terms and conditions
32 contained in the Lease except as expressly modified by this paragraph; Landlord shall not be obligated or
33 liable to Tenant for any failure to perform under the Lease; and Tenant shail not be deemed a “"month-to-
month" tenant, Tenant's failure to pay for its use and occupancy at the rate set forth above shall be a
default under the Lease granting Landlord alll rights available to It at law and at equity a8 well as under the
provisions of Article XXI. if Tenant has remained in possession of the Demised Premises after the
37 Expiration Date or earlier termination of the Lease, Tenant shall vacate and surrender the Demised
38 Premises to Landiord within three (3) days after written notice to Tenant. The provisions of this Section
39 3.03 shall survive the expiration of the Lease Term or the earlier termination of the Lease.
40
41 Section 3.04. Option to Extend the Lease Term
42
43 Tenant shall have the right and option to extend the Lease Term upon the same terms and conditions,
44 except as to Rent which shall be as set forth in Section 1.01 and except thet Tenant shall have no further
45 option to extend the Lease Term, for the option terms set forth in Section 1.01 under Option Term (the
46 “Option Term’), provi ided that at such time the option is exercised, Tenant is open and operating a business
47 at the Demised Premises in compliance with the Permitted Use and Tenant is not in default under this
48 Lease. The Tenant shall exercise its right and option to extend the Lease Term by serving written notice
49 upon Landlord of its election to exercise said option as provided in Section 1.01 under Exercise of Option
Term. Inthe event Tenant does not timely exercise its option for extansion of the Lease as provided above,
54 or is in default under this Lease at the time of such exercise or at any time thereafter prior to the
Term
52 commencement of the Option Term, then, in such event, Tenant shall have no right to the Option
53 and the exercise of said option shall be null and void and of no further force or effect. If Tenant does not
the time
timely exercise such option, Landlord may act in reliance on such election not being exercised by
55 period set forth above, and Tenant hereby waives any claim or right to invoke or exercise such election
after the above prescribed time period, Time shall be of the essence with respect to Tenant's exercise of
57 said extension option.
58
ARTICLE IV: RENT
61
Section 4.01. Minimum Annual Rent.
(a) Tenant hereby covenants and agrees to pay to Landiord the Minimum Annual Rent set forth
in Section 1.01, without any prior demand therefor and without any offset or deduction whatsoever, in equal
monthly instaliments on or before the first day of each month during the Lease Term, in advance, al the
address set forth in Section 1.01 or at such other piace designated by Landlord. All Rent shall be pro rated
for any partial month at the beginning or end of the Lease Term.
(b) A rent deposit (the "Rent Deposit") in the amount set forth in Section 1.01 is due and
payable upon the execution of this Lease. The Rent Deposit will be credited to the first full calendar month's
installment of Rent coming due under this Lease.
(c) Intentionally Deleted
Section 4.02. Percentage Rent. - INTENTIONALLY DELETED
10 Section 4.03. Definition of Gross Sales.
11
12 The phrase "Gross Sales" shall mean the dollar aggregate of: (a) the price of all goods, wares and
13, merchandise sold, leased or rented, and the charges for all services performed, by Tenant or otherwise,
cash, by check,
14 from all business conducted on, in, at or from the Demised Premises, whether made for
16 on credit or otherwise, without reserve or deduction for inability or failure to collect for the same, including,
and are
16 but not limited to, such sales, leases, rentals and services (i) where the orders therefor originate at
17 accepted by Tenant in the Demised Premises, but delivery or performance thereof is made from or at any
18 other piace; (ii) pursuant to mail, telegraph, telephone, compuiter, internet or other electronic means, orof
419 other simiter orders received, bl lied of shipped at or from the Demised Premises; (iil) by means
mechanical or other vending devices; (iv) as a result of transactions originating from whatever source, and
business
21 which Tenant in the normal and customary course of its operations would credit or attribute to its
22 at the Demised Premises; (b) all monies or other things of value received by Tenant from its operations at
23 the Demised Premises which are neither included in nor excluded from Gross Sales by the other provisions
24 of this definition; and (c) ail sates by any subtenant, licenses or concessionaire of Tenant. Gross Sales
25 shall not include: (a) the exchange of merchandise between stores of Tenant where such exchanges are
made solely for the convenient operation of Tenant's business, provided separate and detailed records of
27 purchases and sales from all | such premises are maintained by Tenant and made available to Landlord for
28 audit; (b) returns to shippers or mal nufacturers; and (c) sales of fixtures after use thereof, sold other than in
29 the ordinary course of business, In addition, Tenant may deduct from Gross Sales: (a) cash or credit
30 tefunds made upon transactions previously included within Gross Sales; and (b) the amount of any City,
3 County, State or Federal sales, luxury or excise tax, which is added to the selling price of sales included in
32 Gro
Preview
FILED 7/14/2021 12:11 PM FELICIA PITRE DISTRICT CLERK DALLAS CO., TEXAS Courtney Rutledge DEPUTY DC-21-09111 CAUSE NO. GREAT LAKES DEVELOPMENT, INC., IN THE DISTRICT COURT a Texas Corporation Plaintiff, ¥ DALLAS COUNTY, TEXAS LEKHA & MEGHA, LLC, a Texas Limited Liability Company, UNI KING, LLC, a Texas Limited Liability Company, RAMU NETTEM, individually, DINESH TRIPURANENI, individually, and MASHESWAR RAO CHALLA, individually Defendants. JUDICIAL DISTRICT PLAINTIFF’S ORIGINAL PETITION TO THE HONORABLE JUDGE OF SAID COURT: Plaintiff, GREAT LAKES DEVELOPMENT, INC., a Texas Corporation (“Landlord” or “Plaintiff”) files this Original Petition complaining of LEKHA & MEGHA, LLC, a Texas Limited Liability Company (“L&M”), UNI KING, LLC, a Texas Limited Liability Company (“Uni King”), RAMU NETTEM, individually (“Nettem”), DINESH TRIPURANENI, individually (“Tripuraneni”) and MASHESWAR RAO CHALLA, individually (“Challa”), (collectively referred to herein as “Defendants”), and for cause of action would show the following: I DISCOVERY CONTROL PLAN AND STATEMENT OF RELIEF 1 Pursuant to Texas Rules of Civil Procedure 47(c), Plaintiff is presently seeking monetary relief of $100,000 or less. Pursuant to Texas Rules of Civil Procedure 190, discovery is PLAINTIFF’S ORIGINAL PETITION Page 1 of 7 intended to be conducted under Level 2. The damages sought are within the jurisdictional limits of the Court. I. PARTIES 2. Plaintiff Great Lakes Development, Inc. is a Texas corporation and is the owner of Valley Ranch Shopping Center located at 9405 N. MacArthur Blvd., Irving, TX 75063 (the “Shopping Center”). 3 Defendant L&M is a Texas Limited Liability Company and doing business in and around Dallas County, Texas. L&M may be served with process by serving its registered agent, Ramu Nettem, 5720 Lunsford Road, Apt. 1236, Plano, TX 75024 or wherever he may be found. 4. Defendant Uni King is a Texas Limited Liability Company and doing business in and around Dallas County, Texas. Uni King may be served with process by serving its registered agent, Dinesh Tripuraneni, 597 Elm Creek Drive, Lewisville, TX 75056. 5 Defendant Nettem is an individual doing business in and around Dallas County, Texas. Nettem may be served with process at 5720 Lunsford Road, Apt. 1236, Plano, TX 75024 or wherever he may be found. 6 Defendant Tripuraneni is an individual doing business in and around Dallas County, Texas. Tripuraneni may be served with process at 597 Elm Creek Drive, Lewisville, TX 75056 or wherever he may be found. 7 Defendant Challa is an individual doing business in and around Dallas County, Texas. Challa may be served with process at 6467 Tranquilo, Apt. 1067, Irving, TX 75039 or wherever he may be found. PLAINTIFF’S ORIGINAL PETITION Page 2 of 7 Til. VENUE AND JURISDICTION 8 This Court has jurisdiction over the parties and claims which are the subject of this suit. 9 Venue of this action is mandatory in Dallas County, Texas, pursuant to TEX. CIv. PRAC. & REM. CODE ANN. § 15.0115, in that this is a suit on a lease, and the property at issue is located in Dallas County, Texas. Iv. FACTS 10. Plaintiff is the Landlord and owner of the Great Lakes Shopping Center located at 9405 N. MacArthur Blvd., Irving, TX 75063. Specifically, Plaintiff owns Suite 109 of the Shopping Center (the “Leased Premises”). On or about December 17, 2014, Defendant L&M, as tenant, executed a Lease Agreement (the “Lease”) for a sixty (60) month term with Landlord for the Leased Premises. A true and correct copy of the Lease is attached hereto marked Exhibit “A” and incorporated fully herein. Concurrently with the execution of the Lease, Defendant Nettem executed an unconditional Guaranty of Lease (the “2014 Guaranty”). The 2014 Guaranty is appended to and contained within the Lease. 11. In or about September of 2018, Plaintiff, as Landlord executed a First Lease Amendment (the “First Amendment”) with Defendants L&M, Tripuraneni, Challa, and Uni King as Tenants of the Lease. Defendant Nettem maintained his Guaranty of the Lease. A true and correct copy of the First Amendment is attached hereto marked Exhibit “B” and incorporated fully herein. PLAINTIFF’S ORIGINAL PETITION Page 3 of 7 De In or about September of 2018, Defendants Tripuraneni and Challa executed an unconditional Guaranty of Lease (the “2018 Guaranty”). A true and correct copy of the 2018 Guaranty is attached hereto marked Exhibit “C” and incorporated fully herein. 133 Defendants took possession of the Leased Premises and conducted business therein during the Lease term. The Lease, paragraph 4.01 et. seq., requires Defendants to timely pay all rent, common area maintenance charges, taxes, insurance, and other rental related charges (collectively “Rental Charges”) through the entire term of the Lease. The Lease, paragraph 3.03 requires Defendants to pay “Hold Over” Rental Charges for any continued occupancy of the Leased Premises following the expiration of the Lease term at the rate of triple the specified rental rate. 14. The Lease expired on September 30, 2020. Notwithstanding the expiration of the Lease, Defendants continued to occupy and transact business within the Leased Premises through April of 2021. Accordingly, Defendants incurred Hold Over Rental Charges through April of 2021. Despite being liable for the payment of Rental Charges, Defendants have defaulted in the Lease, the 2014 Guaranty, and the 2018 Guaranty by their failure to pay Rental Charges due. Plaintiff has not released any of the Defendants from their obligations pursuant to the Lease, the 2014 Guaranty, or the 2018 Guaranty. Plaintiff has performed all covenants and conditions required by the Lease and is not in default of the same. 15. The total amount of Rental Charges due and owing from Defendants to Plaintiff is $38,366.62. In May of 2021, formal written notice of default and demand for payment of all sums due was presented to all Defendants. Defendants have failed and refused to pay Plaintiff all amounts due and owing. Plaintiff has not released Defendants from their obligations under the Lease or the 2014 Guaranty or the 2018 Guaranty. PLAINTIFF’S ORIGINAL PETITION Page 4 of 7 16. The total amount due and owing from Defendants, after all offsets and credits, is $38,366.62. Vv BREACH OF LEASE AGREEMENT 17. Defendants L&M, Tripuraneni, Uni-King, and Challa’s failure to pay Rental Charges constitute material defaults under the Lease. As a direct and proximate result of these Defendants’ breach of the Lease, Plaintiff has been damaged in the total amount of $38,366.62 for unpaid Rental Charges and other related damages. Despite demand, Tenants have failed and refused to pay all amounts due pursuant to the Lease. VI. BREACH OF LEASE GUARANTEE 18. Defendants Nettem, Tripuraneni, and Challa’s failure to pay Rental Charges constitutes a material default under the 2014 and 2018 Lease Guaranties. As a direct and proximate result of Nettem, Tripuraneni, and Challa’s breach of the 2014 and 2018 Lease Guaranties, Plaintiff has been damaged in the total amount of $38,366.62 for unpaid Rental Charges. After all credits and offsets there is now due and owing from Nettem, Tripuraneni, and Challa as Guarantors, the total net sum of $38,366.62. Despite demand, Nettem, Tripuraneni, and Challa have failed and refused to pay all amounts due. Vi. ATTORNEYS’ FEES 19. Plaintiff has made written demand upon all Defendants for payment of this claim and although more than thirty (30) days have expired since Defendants were presented with demand for payment, said claim has not been paid or satisfied. As a result of Defendants’ failure PLAINTIFF’S ORIGINAL PETITION Page 5 of 7 to pay the above amounts due and to comply with the terms of the Lease, the 2014 Guaranty, and the 2018 Guaranty, Plaintiff has found it necessary to employ the undersigned attorneys to pursue this claim. Plaintiff is therefore entitled to recover an additional and reasonable sum as compensation for attorneys’ fees pursuant to the Lease Agreement and Tex. Civ. Prac. & Rem. Code '38.001 (Vernon). WHEREFORE, PREMISES CONSIDERED, Plaintiff requests that Defendants be cited to appear and answer and that upon final trial, Plaintiff have and recover judgment of and from such Defendants jointly and severally as follows: a. Damages for Defendants’ breach of the Lease and the 2014 and 2018 Lease Guaranties in the net total amount of $38,366.62; Pre-judgment interest on all damages through the date of final judgment at the highest lawful rate per annum; Reasonable attorneys’ fees; All costs of court; Post-judgment interest from the date of final judgment as allowed at the highest lawful rate per annum until paid; and Such other and further relief to which Plaintiff may be justly entitled. PLAINTIFF’S ORIGINAL PETITION Page 6 of 7 Respectfully submitted, FERGUSON BRASWELL FRASER KUBASTA PC By: /s/ John D. Fraser John D. Fraser State Bar No. 07393550 Alex M. Campbell State Bar No. 24095536 2500 Dallas Parkway, Suite 600 Plano, Texas 75093 Phone: 972-378-9111 Facsimile: 972-378-9115 E-Mail: jfraser@fbfk.law E-Mail: acampbell@fbfk.law ATTORNEYS FOR PLAINTIFF GREAT LAKES DEVELOPMENT, INC. PLAINTIFF’S ORIGINAL PETITION Page 7 of 7 EXHIBIT A LEASE AGREEMENT BY AND BETWEEN GREAT LAKES DEVELOPMENT, INC. AS LANDLORD AND LEKHA & MEGHA, LLC culcinge Trade Name: PEACOCK INDIAN-RESTAURANT_-j VC AS TENANT AND RAMU NETTEM AS TENANT'S GUARANTOR GREAT LAKES CENTER IRVING, TEXAS This lease (the "Lease") is made and entered into the date set forth below by and between GREAT LAKES DEVELOPMENT, INC company, herein called "Landlord," and LEKHA& MEGHA, LLC, a Texas limited liabliity company, herein called "Tenant” and RAMU NETTEM ("Guarantor"), having an ad¢ress at 5720 Lunsford Road, Apartment 1236, Piano, TX 75024 and trading as Peacock Indian Restatrant. Kt oe. tat In consideration of the mutual covenants contained herein, and other good a fd valuable consideration, the sufficiency of which is hereby acknowledged, Landlord and Tenant, intending to be legally bound hereby, agree with each other as follows: 10 44 ARTICLE I: BASIC LEASE PROVISIONS AND DEFINITIONS 12 13 Section 1.01. Basic Lease Provisions and Definitions. 14 15 Wherever used in this Lease, the following terms shall have the meanings indicated. Each reference in 16 this Lease to any of the Basic Lease Provisions in this Section 1.01 shall be deemed and construed to lt incorporate: ail of the terms provided under such Basic Lease Provision, provided that the Basic Lease 18 Provisions shall be controlled by the specific terms and provisions of this Lease relating to the subject 19 matter of the Basic Lease Provision. 20 21 22 Date of Lease: 12 23 24 ‘Shopping Center and Demised Premises: 25 Shopping Center or Center: Great Lakes Center Shopping Center Address: 9405 MacArthur Bivd, Irving, TX Demised Premises or Premises Store #3 with approximate dimensions of 44 feet of frontage and (See Section 2.01): 50 feet of depth, for an approximate total square foot area of 2,175, as depicted on Exhibit A attached hereto and made a part hereof. 26 27 Landlord and Tenant: 28 Landlord's Address for 1800 NI -35E Notices: Suite 200‘ Carrollton, TX 75006 Landlord's Address for 1800 NI-35E Rent Payments: Suite 200 Carrollton, TX 76006 Tenant's Name and Billing Lekha & Megha, LLC Address: 5720 Lunsford Road, Apartment 1236 Plano, TX 75024 Phone: (972) 905-0822 Facsimile: ( ) Tenant's Name and Notice Lekha & Megha, LLC Address: 5720 Lunsford Road, Apartment 1236 Plano, TX 75024 Phone: (972) 905-0822 Facsimile: ( ) Trade Name (See Section 5.01): Peacock Indian.Resteurant Ne OLAie Guarantor's Name and Ramu Nettem Address for Notices: 5720 Lunsford Road, Apartment 1236 Plano, TX 75 Phone: (972) 905-0822 Facsimile: ( ) 5 Permitted Use: Permitted Use (See Section Tenant shall use and operate the Demised Premises solely for 1) the purpose of operating a Peacock Indian Restaurant Po Gi SC Tenant shall not use the Demised Premises, or permit the use thereof, for any other use or purpose. Lease Term: Lease Term The Lease Term shail be sixty five (65) full months beginning on the Commencement Date. Commencement Date: The Commencement Date of the term of this Lease shall be the first day of the first month following the “Possession Date" (as hereafter defined). Possession Date: The date Landlord makes the Demised Premises available to Tenant. Tenant shall take possession of the Demised Premises on the Possession Date, Expiration Date: The last day of the final calendar month of the Lease Term. The Lease shall end on the Expiration Date, unless sooner terminated as otherwise provided herein, Option Term: There shall be one Option Term of sixty (60) months. The Option Term shall commence on the day immediately following the last day of the prior Lease Term and shall terminate on the last day of the last calendar month in the Option Term. Exercise of Option Term: Tenant must notify Landlord of its election to exercise the Option Term by written notice given no sooner than three hundred sixty (360) days and ne /ater than one hundred eighty (180) days prior to the last day of the then current Lease Term. t tally Sfaifys ils ‘850.00 per month from the Commencement Date through to the Minimum Annuat Rent (Se: Section 4.01): last day of the fith (5") month of the Lease Term, $4,168.75 per month from the first day of the sixth (6) month bl'jis 4) 30% through to the last day of the seventeenth (17") month of the Lease Tet $4,259.38 per month from the first day of the eighteenth (18") tof ie 9]3°/'7 month through to the last day of the twenty ninth (29") month of the Lease Term. jo)i/17-A]s0ft $4,350.00 per month from the first day of the thirtieth (30") ‘month through to the last day of the forty first (41*)) month of the Lease Term. $4,440.63 per month from the first day of the forty second (42"¢) 10/1/18 4/3of9 month through to the last day of the fifty third (63%) month of the whe] Pp Lease Term. $4,531.25 per month fram the first day of the fifty fourth ct) gmonth through to the Expiration Date. Gross Sales Reporting Quarterly ‘requency: Option Term Minimum Annual $4,621.88 per month from the commencement of the Option nt: Term through to the last day of the twelfth (12") month of the Option Term. $4,712.50 per month from the first day of the thirteenth (13%) month of the Option Term through to the last day of the twenty fourth (24) month of Option Term. $4,803.13 per month from the first day of the twenty fifth (25") month of the Option Term through to the last day of the thirty sixth (36") month of the Option Term. $4,893.75 per month from the first day of the thirty seventh (37%) month of the Option Term through to the last day of the forty eighth (48°) month of the Option Term. $4,984.38 per month from the first day of the forty ninth (49) month of the Option Term through to the expiration of the Option Term. Late Fee on Late Payments Five cents ($0.05) for each.dotlar overdue (See Section 4.10): Interest on Late Payments (See The lesser of: (i) four percent (4%) per annum above.the prime Section 4.10): fate published in The Wall Street Journal; or (ii) the highest lawful fate of intesast permitted at the time in the state in which the Shopping Center is located calculated as of the due date. Late Payment: Any payment not made within five (5) days after its due date. Additional Rent: Security Deposit (See Section $5,890.63 01): Rent Deposit (See $5,528.13 Section 4.01(b)): Applied to Sixth Month's Rent Tax on Rentals All amounts provided for in this Article | are before taxes. If the (See Section 8.03): Shopping Center is located in a jurisdiction that imposes a sales tax or other tax on rentals, such tax is in addition to, and not included in, the amounts provided for in this Lease and shall be paid by Tenant as Additional Rent unless specifically stated to the contrary. Operating Cost Percentage Tenant shall pay a pro rata share of the Shopping Center's (See Section 9.02): operating costs plus the administrative fee of twenty (20%) percent referenced in Section 9.02(a)(xii). The Operating Cost Percentage used to determine Tenant's pro rata share shall be a fraction, the numerator of which is the number of square feet of leasable area within the Demised Premises and the denominator of which is the number of square feet of leasable floor area within the Shopping Center, whether leased, vacant or occupied, subject to adjustment as provided in Article 9. Landlord's estimate of the pro rata share for the year in which this Lease is executed is $1.45 per square foot ($262.81per month), Real Estate Tax Percentage Tenant shall pay a pro rata share of the Shopping Center's real (See Section 8,01): estate taxes. The Real Estate Tax Percentage used to determine Tenant's pro rata share shall be a fraction, the numerator of which is the number of square feet of leasable area within the Demised Premises and the denominator of which is the number of square feet of leasable floor area within 3 UF the Shopping Center, whether leased, vacant or occupied, subject to adjustment as provided in Article 8. Landiord's estimate of the pro rata share for the year in which this Lease is executed is $5.73 per square foot ($1,038.56 per month). Insurance Charge (See Section Seventeen cents ($0.32) per square foot per year ($58.00 per 02): month), increased as set forth in Section 4.1 Promotion Fund Charges (See None Article Xill): Miscellar iS: Construction Allowance (See $50,025.00 Section 2.04): In order to ensure timely payment of the Construction Allowance, Tenant should send a written demand for payment together with all of the documents necassary to show Tenant's compliance with all of the conditions set forth in Section 2.04. The demand for payment should be sent to: Great Lakes Development, Inc. 1800 N | -35E Suite 200 Carrollton, TX 75006 Attn: Property Manager Tenant's Insurance Requirements (See Article XV): Commercial General Liability: $1,000,000.00 per occurrence; $3,000,000,00 in the aggregate Personal property: Full Replacement Other: Other: Plate Glass, Boiler/Air Conditioning and, if applicable, Liquor Liability Broker (See Section 22.07): Stephen Coffey fepresenting the Landlord. Mahesh Guduru representing the Tenant. Signs: Drawings and specifications shall be completed in accordance with Section 6.03 and Exhibit D. —— ——— ARTICLE Il: DEMISED PREMISES Section 2.01. Demlsed Premises. (a) Landiord, in consideration of the rents to be paid and the covenants to be performed by Tenant, hereby leases the Demised Premises to Tenant, and Tenant hereby leases the Demised Premises from Landlord, for the Lease Term. All measurements of the Demised Premises and of leasable area are made from the outside of exterior walls and from the center of interior walls. Landlord reserves the rightto change the name of the Shopping Center at any time in its sole discretion. 10 11 (bo) Itis expressly agreed that nothing contained in this Lease shall be construed as a grant or 42 rental of (and the Demised Premises s! hall not include) (I) any space above the finished ceiling of thé 13 Damised Premises (or, f none, above the bottom edge of the framework supporting the roof), (ii) any rights 14 in the roof or exterior of the. building within which the Demised Premises is located, (iii) the space below 15 the finished floorof the Demised Premises or (iv) the land upon which the Demised Premises is located. 16 Sectlon 2.02. Condition of the Demised Premlses. 17 18 Tenant acknowledges that It is famitiar with the Demised Premises and except as specifically set forth 19 herein to the contrary, there is no work of any son to be performed by Landlord and no representation or 20 warranty by Landlord as to the fitness of the Demised Premises, or any equipment servicing the Demised 21 Premises, or a to any use permitted herein. Any and all work to the Demised Prémises necessary for 22 Tenant to open and operate its business. in accordance with the terms of this Lease (the "Tenant's Work") 23 shall be Tenant's obligation to perform.at Tenant's sole cost and expense. Tenant will indemnify and 24 defend Landlord and save it harmless from and against any and all claims, actions, sults at law or equity, 25 judgments, expenses, costs, liabilities, fines and debts in connection with any injury, loss or damage during 26 any period of Tenant's Work. 27 28 Section 2.03. Surrender of the Demlged Premises. 29 30 At the Expifation Date or uy pon the earlier termination of this Lease in accordance with the terms and 31 provisions hereof, Tenant shell quit ‘and surrender the Demised Premises in "broom clean” condition and 32 In the same condition as the Demised Premises were in upon delivery of possession, reasonable wear and 33 tear excepted, and shall surrender all keys for the Demised Premises to the Shopping Center's property 34 manager and shail inform the property manager of all combinations of locks, safes and vaults, if any, in the 35 Demised Premises. Any alterations, additions, improvements and fixtures paid for by Tenant or installed by Tenant upon the interior or exterlor of the Demised Premises (whether or not approved by Landlord), 7 other than unattached moveable trade fixtures and’decorations, shall at the Expiration Date or upon the 38 earlier termination of this Lease in accordance with the terms and provisions hereof, at Landlord's option, 30 become the property of Landlord. If Landlord chooses not to retain such alterations, additions, 40 improvements and fixtures, then Tenant shall, prior to the Expiration Date or earlier termination of this 41 Lease, remove such of these as Landlord chooses at Tenant's expense and shall restore the Demised 42 Premises to its condition immediately preceding Tenant's installation of such alterations, additions, 43 improvements and fixtures. Should Tenant desire to leave any personal property in the Demised Premises, 44 it shall request permission in writing from Landlord, describing such property, not less than thirty (30) days 45 prior to such surrender; and absent such permission in writing, all such property shall be removed by 46 Tenant. Should Tenant desire to ramove any additions, improvements or fixtures from the Demised 47 Premises, it shall request permission in writing from Landlord, describing such items to be removed, not 48 less than thirty (30) days prior to such surrender, and absent such permission in writing, all such items shall 49 not be removed by Tenant. Landlord shall be reasonable in consideration of Tenant's request to remove 50 such Items from the Demised Premises. Tenant's obligation to observe or perform the covenants contained 51 in this Section shall survive the expiration or earlier termination of the Lease Term. 52 53 Section 2.04, Construction Allowance. 54 55 As an inducement to the execution and delivery of this Lease and the performance by Tenant of 56 all obligations hereunder, Landlord agrees to pay te Tenant, in consideration therefor, to be applied only 87 toward the cost of the build-out of leasehold improvements (specifically excluding the costs of movable 58 fixtures and equipment, design and architectural fees and interior and exterior signage, and all other costs 59 customarily known as "soft costs") in an amount up to fifty percent (50%) of 100% of the amount within 60 thirty (30) days following the date that Tenant opens for business and fifty percent (50%) within thirty (30) 61 days following the date of Tenant's payment of the sixth (6°) month's Minimum Annual Rent, provided 62 however, that the folowing conditions are fully satisfied: 63 64 (a) Tenant is not in default of any term, covenant or condition of the Lease after notice and 65 the expiration of any applicable cure period, and the Lease is in full force and effect; 66 (b) Tenant has completed all of the work required to be performed by Tenant prior to Tenant's ‘opening for business at the Demised Premises in strict accordance with plans and specifications approved in writing by Landlord, (o) Tenant is open for business; (a) The Demised Premises, including all installations therein, are free and clear of all liens, security interests, charges and encumbrances and there are no judgments, levies, attachments, liens or tax liens pending {or threatened) or in effect with respect to Tenant and/or the Demised Premises; 10 11 (e) Tenant submits the following completed documentation to the Landlord within thirty (30) 12 days following the completion ‘of Tenant's Work, Tenant shall supply either originals or recordable 13 counterparts of the following documents unless otherwise agreed by Landlord: 14 wo ‘A Tenant Affidavit certifying that all of the conditions contained herein are satisfied. 15 qi) ‘The Tenant's General Contractor's Application for Payment and Lien Waiver. 16 (ill) The Tenant's Subcontractors'/Materialmen's Application for Payment and Lien 17 Waiver (to be submitted for each and every subcontractor with aggregate requisitions in 18 excess of $3,000). 19 (wy) Certificate of Occuy 20 () Any necessary approvals for Tenant's lawful operation for its Permitted Use (e.9. 21 liquor license, health certificate, etc.). 22 (vi) Proof satisfactory to Landlord of the cost to Tenant of the build-out of leasehold 6 cS 23 24 improvements (specifically excluding the costs of movable fixtures and equipment, design and architectural fees and interior and exterior signage, and all other costs customarily 25 known as "soft costs"). oi AN eR (vil). Th AE coud Bow Alhesior Des 26 i's Fi is fssoc. 27 28 w uw AY to the extent that Tenant owes any rab les to Landlord under the Lease at the time to 29 when Landlord is obligated to pay the Construction Allowance to Tenant, Landlord shall be permitted 30 deduct those monies owed to it by ‘Tenant from the Construction Allowance. 31 32 (9) if Landlord terminates this Lease prior to the scheduled expiration date on account of a 33 default by Tenant under the terms hereof or if this Lease is otherwise terminated, in addition to all other 34 remedies available to Landlord on acc ount of such default, Tenant shall, upon raceipt of written demand 35 therefor, prom ptly pay to Landlord the unamortized value of the Construction Allowan \c@ actually disbursed 36 by Landlordt lo Tenant pursuant to this Section (the "Unamortized Allowance"). For purposes of this amount of the 37 Section, the Unamortized Allowance shall be calculated by amortizing the actual term of 38 Construction Allowance disbursed by Landlord on a self-liquidating mortgage style basis over the 38 the the Lease using the default interest rate and the Unamortized Allowance shall be established as of this of 40 date of termination of the Lease. The provisions of this Paragraph shall survive the termination 44 Lease. 42 43 (h) If Tenant shall be judicially declared bankrupt or insolvent according to law, or if any assignment shall be mi ada of Tenant's property for the benefit of creditors, or if a receiver, guardian, 45 conservator, trustee in involuntary bankruptcy of similar officer shall be appointed to take charge of all or 46 any substantial part of the Tenant's property, or if a petition shall be filed for any reorganization of the 47 Tenant under any provisions of law now or hereafter enacted, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to 48 49 settle, satisfy or extend the time for the payment of debts then Landlord shall have the right to defer Lease 50 payment of any Construction Allowance until such time as Tenant both (a) properly assumes this pays all pre and post bankruptcy arrears due under the Lease. 51 pursuant to the bankruptcy code and (b) $2 53 i) Notwithstanding anything contained herein to the contrary, in the event Tenant fails to request the Construction Allowance in compliance with Subsections (a) through (e) above within six months following the Commencement Date, the Construction Allowance shall be oul | and void and 55 56 Landlord shail have no obligation to pay Tenant the Constructio n Allowance. 57 58 59 ARTICLE Ill: TERM OF LEASE 60 61 Section 3.01. Lease Term. 62 63 The Lease Term shall bs for the period set forth In Séction 1.01, unless sooner terminated in accordance calendar with the terms and provisions of this Lease. “Lease Year" shall mean the twelve (12) consecutive 68 months commencing with the first day of the first full calendar month of the Lease Term, and thereafter day of a 66 with each succeeding anniversary thereof. If the Commencement Date is other than the first 67 calendar month, the first Lease Year shall include the period from the Commencement Dats through the 68 ‘end of the month In which the Commencement Date occurs. If the Commencement Date has not occurred 7 within two (2) years after the date of execution of this Lease, then this Lease may be terminated by either party hereto at any time thereafter prior to the occurance of the Commencement Date by written notice given to the other an d thereafter neither party hereto shall be obligated or flable to the other under this Lease. Section 3.02. Commencement of Lease Term. (a) The Lease Term, and Tenant's obligation to pay "Rent" (as defined in Section 4.09) shall commence on the Commencement Date, as set forth in Section 1.01 and from and thereafter Minimum 10 Annual Rent shall be paid as set forth in Section 1.01. 41 12 (b} The parties hereby acknowledge that certain obligations under various Articles herein may 13 commence prior to he Commencement Date, including, but not limited to, Tenant's obligations to take 14 possession and construct the Demised Premises, to obtain insurance, to indemnify Landtord, to waive 15 certain Landlord liability and to pay for all utilities; and the parties agree to be bound by all of such 16 objigations from and after the date of this Lease. 7 18 c) Except as set forth in Section 3.01, Landlord shall not under any circumstances be subject 19 to any liability whatsoever to Tenant, and Tenant shall not under any circumstances be entitled to rescind 20 or terminate this Lease, for any delay in Landlord's delivery of the Demised Premises to Tenant. 21 22 Section 3.03. Holding Over. 23 24 Tenant shall not have the right to remain in possession of the Demised Premises after either the Expiration 25 Date or the earlier termination of the Lease without having first received Landlord's written consent. It Tenant remains in possession of the Demised Premises thereafter without Landlord's consent, such 27 ion shall be a default under the Lease and Tenant shall be deemed a holdover tenant on the 28 following terms at ind conditions: Tenant's use and occupancy of the Demised Premises shall be at a rate 29 equal to triple the total of the Minimum Annual Rent and Percentage Rent, if any, as waé due during the final month of the Le: ase Term plus ail Additional Rent due in accordance with the terms of the Lease 3 calculated on a per diem basis,; Tenant shall be fully obligated to perform all of the terms and conditions 32 contained in the Lease except as expressly modified by this paragraph; Landlord shall not be obligated or 33 liable to Tenant for any failure to perform under the Lease; and Tenant shail not be deemed a “"month-to- month" tenant, Tenant's failure to pay for its use and occupancy at the rate set forth above shall be a default under the Lease granting Landlord alll rights available to It at law and at equity a8 well as under the provisions of Article XXI. if Tenant has remained in possession of the Demised Premises after the 37 Expiration Date or earlier termination of the Lease, Tenant shall vacate and surrender the Demised 38 Premises to Landiord within three (3) days after written notice to Tenant. The provisions of this Section 39 3.03 shall survive the expiration of the Lease Term or the earlier termination of the Lease. 40 41 Section 3.04. Option to Extend the Lease Term 42 43 Tenant shall have the right and option to extend the Lease Term upon the same terms and conditions, 44 except as to Rent which shall be as set forth in Section 1.01 and except thet Tenant shall have no further 45 option to extend the Lease Term, for the option terms set forth in Section 1.01 under Option Term (the 46 “Option Term’), provi ided that at such time the option is exercised, Tenant is open and operating a business 47 at the Demised Premises in compliance with the Permitted Use and Tenant is not in default under this 48 Lease. The Tenant shall exercise its right and option to extend the Lease Term by serving written notice 49 upon Landlord of its election to exercise said option as provided in Section 1.01 under Exercise of Option Term. Inthe event Tenant does not timely exercise its option for extansion of the Lease as provided above, 54 or is in default under this Lease at the time of such exercise or at any time thereafter prior to the Term 52 commencement of the Option Term, then, in such event, Tenant shall have no right to the Option 53 and the exercise of said option shall be null and void and of no further force or effect. If Tenant does not the time timely exercise such option, Landlord may act in reliance on such election not being exercised by 55 period set forth above, and Tenant hereby waives any claim or right to invoke or exercise such election after the above prescribed time period, Time shall be of the essence with respect to Tenant's exercise of 57 said extension option. 58 ARTICLE IV: RENT 61 Section 4.01. Minimum Annual Rent. (a) Tenant hereby covenants and agrees to pay to Landiord the Minimum Annual Rent set forth in Section 1.01, without any prior demand therefor and without any offset or deduction whatsoever, in equal monthly instaliments on or before the first day of each month during the Lease Term, in advance, al the address set forth in Section 1.01 or at such other piace designated by Landlord. All Rent shall be pro rated for any partial month at the beginning or end of the Lease Term. (b) A rent deposit (the "Rent Deposit") in the amount set forth in Section 1.01 is due and payable upon the execution of this Lease. The Rent Deposit will be credited to the first full calendar month's installment of Rent coming due under this Lease. (c) Intentionally Deleted Section 4.02. Percentage Rent. - INTENTIONALLY DELETED 10 Section 4.03. Definition of Gross Sales. 11 12 The phrase "Gross Sales" shall mean the dollar aggregate of: (a) the price of all goods, wares and 13, merchandise sold, leased or rented, and the charges for all services performed, by Tenant or otherwise, cash, by check, 14 from all business conducted on, in, at or from the Demised Premises, whether made for 16 on credit or otherwise, without reserve or deduction for inability or failure to collect for the same, including, and are 16 but not limited to, such sales, leases, rentals and services (i) where the orders therefor originate at 17 accepted by Tenant in the Demised Premises, but delivery or performance thereof is made from or at any 18 other piace; (ii) pursuant to mail, telegraph, telephone, compuiter, internet or other electronic means, orof 419 other simiter orders received, bl lied of shipped at or from the Demised Premises; (iil) by means mechanical or other vending devices; (iv) as a result of transactions originating from whatever source, and business 21 which Tenant in the normal and customary course of its operations would credit or attribute to its 22 at the Demised Premises; (b) all monies or other things of value received by Tenant from its operations at 23 the Demised Premises which are neither included in nor excluded from Gross Sales by the other provisions 24 of this definition; and (c) ail sates by any subtenant, licenses or concessionaire of Tenant. Gross Sales 25 shall not include: (a) the exchange of merchandise between stores of Tenant where such exchanges are made solely for the convenient operation of Tenant's business, provided separate and detailed records of 27 purchases and sales from all | such premises are maintained by Tenant and made available to Landlord for 28 audit; (b) returns to shippers or mal nufacturers; and (c) sales of fixtures after use thereof, sold other than in 29 the ordinary course of business, In addition, Tenant may deduct from Gross Sales: (a) cash or credit 30 tefunds made upon transactions previously included within Gross Sales; and (b) the amount of any City, 3 County, State or Federal sales, luxury or excise tax, which is added to the selling price of sales included in 32 Gro