BASE AGREEMENT THIS LEASE AGREEMENT (the “Lease”) is made effective October 15", 2004, between WHITSUN HOLDINGS, LLC, a Michigan limited lizbility company (“Landlord”), and ARCADIA BREWING COMPANY, a Michigan corporation (“Tenant”) In consideration of the terms and conditions contained herein, the parties agree as follows: i Leas ses. Landlord hereby leases to Tenant and Tenant hereby leases from Landiord, the real property commonly known as 103 West Michigan Avenue, Battle Creek, Michigan, mnore fully described in Exhibit A attached hereto, and all buildings, improvements, hereditaments, fixtures and appurtenznoes thereto (the "Leased Premises”). 2. Tenm. This Lease shall commence on October 15, 2004, and shall continue untit Gciober 15, 2014 (the “Initial Term”), and thereafter shall automatically renew for successive one-year periods (each a "Renewal Term”) unless terminated by either party at least sixty (60) days prior to the end of the Initial Term or any Renewal Term, The Initial Term together with all Renewal Terms shall be referred to herein as the “Term.” 3, Rent: Net Lease. A. _ Reat. Tenant shall pay to Landlord, at the address set forth in Section 18, SIX HUNDRED TWENTY-THREE THOUSAND TWO HUNDRED FIFTY-SIX AND ‘NO/100 DOLLARS (623,256.00), payable monthly in accordance with the installment schedule set forth in Exbibit B attached hereto, as rent for the Initial Term. The rent amount for each Renewal Term is set forth in Exhibit B, ‘The rent payable hereunder may be amended by the parties by executing a new Exhibit B setting forth the new rent. All rent installments duc hereunder shall be payable in advance on the lst day of each and every month, however, the first six monthly rentals shall be paid at the time of execution of this Lease, Rent for any partial ‘smonth shall be prorated, Tenent shall also pay such additional sums to Landlord or others as are set forth elsewhere in this Lease. All additional sums due Landlord shall be deemed “adiltional rent” and shall be payable when due, Any amount due from Tenant to Landiord under this Lease which is not paid within ten (10) days of its due date shall bear interest at the rate of 114% per month (or, if lower, the highest amount permitted by Jaw) for each month or part of a month from the date due until paid, but the payment of such interest shall not excuse or cure any default by Tenant under this Lease. B. — Net_Lease. i is the purpose and intent of Landlord and Tenant that the rent, hereinsbove provided to be paid to Landlord by Tenant, be absolutely net to Landiord, so that this Lease shall, except as may be provided herein to the contrary, yield net to Landlord the rent, 25 hereinabove provided, to be paid in each month during the term of this Lease, and that all expenses, and obligations of every kind whatsoever, releting to the Leesed Premises, or improvements thereon, which may arise or become ¢ term of this Lease, shall be paid by Tenant and thet Landlord shali be indemnified and held harm! Yen4 Use of he Leased Premises. The Leased Premises shall be used for the purpose of a restaurant and microbreviery, The Leased Premises shall not be used for any other purpose without the prior waitten consent of Landlord. Tenant shall not use the Leased Premises in any manner which is in violetion of any federal, state, or local law, ordinance or regulation 5, Ufilides. Tenant shall pay for all costs of electrici vemoval, siow removal and other such utilities or services used or consumed by Tenant, its customers or employees on the Leased Premises. Tenant shail also pay for all costs of telephor cable television and janitorial services. Landlord shall not be liable for any damages to Tenant ing irom the interraption of any wility services 10 the Leased Premises by accident, riot strike, waz, terrorism, get of God or other causes beyond the control of Landlord ,, 98s, water, ofl, refuse ance and Repair, Tenant shall be responsible (or and replacement if and to the extent necessary to maintain in go of thy Leased Premises. including, without limitation, th provided however, La which reimbursement shall n ¢, for maintenance, repair and replacement if und to the extent necesss grity of the walls and sub-flooring. any extensions, Tenant wm ihe Leased Pi condition a3 when taken by Tenant, subject to reasonable wear aad tear, and subject to any improvements which may have been made thereto by Tenant in scoordence with the contained herein, Hater the fillh year of this Lease, Tenant incurs maintenance, sepair or replacenvent cost with respect to the structural inegrity oF the roof, walls, sub-Mooring or siechanical systems of the Leased Premises, Landlord shall reimburse Tenant a prorated amour of Ten: to such maintenance, repair or rephicement for all ovaintenance, repair ing condition all postions roof sud all the ancebanical systems, of this Lease, ad rises to Landiord in substantially the same ou of por sel cost with re the estimated useful file of the ay e, repair ot replacement that extends veyoud the date of rernmation 5 Lease iombursemant will be made at the termination of dhis, el Z ions and Alisrasions. Tenam: sel notify i proposed additions, improvements and alterations to the Leased Premises mis Landlord with blueprints, drawings, cost estimates and other information 23 Landlord seasonabl r ail undertake no additions or impravements to the Leased Premises, or duce the value of the Leased Premises or jeopardize its strucrural integrity, the prior vrites andlord, sazh consent not 19 be unrensonably withh alterations, additions, improvements and fixtures whieh may be made or installed by eithe parties hereto upon any pordon of the Leased Premises shell be the property of Landiord and ation 3f chis Lease shall remain "pon and be surrendered with the Leased Premises ove and retain ad Landlord in writingwy shall & iment of the real estate ta 1 Tenant shall also pay any installments of special ass levied against the Leased Premises and coming due during the term of this Lease, or any extensions, Tenant shall also pay any and all personal property taxes levied against any equipment or personal property in the possession of Tenant and contained in or on the Leased Premises. Tenant shall have the right to contest, ia good faith, the payment of any real estate waxes and/or special assessments payable with respect to the Leased Premises. Landlord agrees to cooperat Tenant in the contest of eny real estate taxes or special assessments asthie tor ment 3 nuranoe and Indemnicy. A Hold Harmless. Landlord shali be defended and held sarmless by Tenant fom any Habllity for damages or injury to the Leased Premises and to any son or any property in er upon the Leased Premises, including aru, and its employees and all p2rzona in che building at its or their inv damages or injury caused by the gross nesligen: maimaining a policy of fire and 19 the Leased Premises, which amount shal} not be lass than the replacemem: value of the Leased Premises. The policy shall insure Landlord, Tecant, Landlord's lender, if applicable, and any other mortgagee, as their interests shell appear, against loss of the furnishings, equipment, 123, pers perty in cr on the Leased Premises, loss to the 2 of the Leased es, and loss irom burglary and vandalism, ‘vith extended coverage, All policies celating to sag Leased Premises shall contain a provision tar the policy shall not b= modified or canceled io indiord at least th veriulen notice al pro cy ives ©. [gnani's Obligation ‘ceep, during the entire term hereof, in full force and effec! a policy airy Public Liability lasur Tenant shall ‘of public Hability insurance enani and or any subtenanis swith respect to the Leased Premises and the business operated by of Tenant ia the Leas limits of liability shall not be less than 5 vance coverage may ve obtained by Tenane under any blanks: e ‘or under 4 separais polley therefor, Tenant shal! fan nsurstce or other acseptable evidence th 3 OF iBaseline Environmental Assessment. Landlord shalt not be responsible or liable for any rep: to the Leased Premises from such environmental investigations, 11. Condernnation. In the event a part of the Leased Premises shall be taken under the power of eminent domaia by any legally constituted authority, and there remains a sufficient amount of space to permit Tenant to carry on its business in a manner comparable to that which it has become accustomed, then this Lease shall continue, but the obligation to pay rent on the part of Tenant shall be ceduced in an amount proportionate to the area and relative square value of the entire Leased Premises taken by such conderanation, in the event all of the Leased Premises shall be taken, or 30 much of the Leased Premises taken that it is not feasible to intinue a reasonably satisfactory operation of the business of Tenant, then Tenant shail have the option of terminating this Lease, Such termination shall be without prejudice to the rights of sither Landlord or Tenant to recover compensation from the condemning authority for any loss or damage caused by suck condemnation, Neither Landlord nor Tenant shall have any right in or to any award inade fo the other by she condemning authority, and Tenant shail have the specifi ke a separate claim with she condemning authority for the value of Tenant's propery he loss of al! or any portion of the leasehold interest herein. and Tenant’s mo ind relocating expenses, ight to m: wm D ise provided in shis Li ant the Le Premisas sre damaged by ually covered by the insurance requited herein, lamage shali be repaired with reasonable dispatch by end at the expense of Landlord, although Landlord shall not be obligated to expend any Ards beyond the amount of the insurance proceeds received as a result of such casualty. Until such repairs are completed, the rent and other amouints payable hereunder shall be abated in proportion to the area of the Leased Premises which is rendered unusable by Tenant in the conduct of its business, In the event that (i) the repaits are not completed by Landiord within one hundred twenty (120) days of the occurrence of such damage, Tenant thea furnishes Landlord written notice of intention to t 2 and the repairs are not completed within sixty (60) days afer the giving of such notice, (i) the r: cannot, in the reasonable opinion of the parties, be substantially completed within one hundred sighty (180) days after the occurrence of such damage, (ii) more than fifty percent (50 Leased Premises have been rendered unfit for occupancy as a result of such damage or (iv) there safe or unfit adiately fire of other ca: in, such 13. Bankruptey feney, Neither this Lease nor any in estate thereby ereated, shall pass to any trustee or receiver or assignee for the ben otherwise by operation of fav e event the estate created hereby sh evution or by other process of | adjudicated in\4. Assignment and Subletting. Tenant may aot assign or sublet any of its rights hereunder to any assignes or aublessee without the prior written consent of Landiord, such consent nos to be unreasonably withheld. 15, Default of Tenant: Security. Tenant shail bs deemed to be in default under this Lease upon occurrence of any of the following events: (a) any failure of Tenant to pay any rental installment due hereunder within thirty (30) days after the same shall be due, (b) any failure of Tenant to perform any other of the termns, conditions or covenants of this Lease for more than sixty (60) days after written notice of such default shall have been received by Tenant (unless such default requires work to be performed, acts to be done or conditions to be remedied which by their nature cannot be performed, done or remedied, as the case may be, within such sixty (60) day period and Tenant shali commence the same within such thirty (30) day period and thereafter shall continuously process the same to completion, in good faith), or (c) if Tenant shall abandon the Leased Premises, or suffor this Lease to be taken under any wricof execution. Upon the oceurrence of any of the events of dafa bed above, Tenant shell be deemed to be in {efauit of this Lease and Landlord, be shts or remedizs it may have, shall have the immediate righ! of re-entry and may remove all persons and property ftom the Leased Premises and such property may be reoved and stored in a public warehouse or elsewhere 2 and for the account of Tenani, Tenant's obligation to pa propertiss and rights described in the Security A herewidh in favor of Landlord. 1 the cost of, 16. Quiet Enjoyment. Upon payment by Tenanc of the rent her ein provided, and upon he observance and performance of all the covenants, terms and conditions on Tenant’s part to be observed and performed, Tenant shall peaceably and quietly hoid and enjoy the Leased Premises 2 term hereof without hindra iy or equitably claimit and conditions of this Lease of interruption by Landiord or any other person or persons rf Landlord, subject, nevertheless, to the terms 1. One or more waivers of any cov nant or condition by Landlord shall not be co of the same covenant or conditions, and the consent or approval by Landlord to or of any aot of Tenant requiring Landior approval shall not be deemed 9 waive © or of any subsequent similar aot by Tenant, One or more waivers of any covenant or o; by Tenant shall not 02 construed as a waiver of a subsequent breach of the same covenant or conditions, and the consent or approval by Tenant to or of any act of Landlord requiring Tenant's consent or approval shall not 62 deemed to waive or render unnesessary Tenant's © roval (9 of of any subsequent similar act by Landlord oramunication ceeding business day 1 the rsonaily deli Mizhigan Avenue. Suite «, Michigan 49Tenant Arcadia Brewing Company 103 West Michigan Avenue Battle Creek, Michigan 49017 Attention 19. Construction. Nothiag contained herein shall be deemed or construed by the parties hereto, nor by aay third party, as creating the relationship of principal and agent or partnership or of joint ventare between the parties hereto, it being understood and agreed that fpeither the method of computation of rent, nor any other provision contained herein, nor any acts of the parties herein, shall be deemed to create any reletionship other than Landlord and Tenant Whenever herein the singular mumber is used, the same shall include the plural, and the 1 shall include the feminine and neuter genders. masculine gen: dé. Amend: 3 Lease conlains the entire agreement with respect to the matters described herein and is a complete and exclusive stacerr tess thereof and supers2des all provious agreements with respect to such mauers, This Lease be altered or modified except by a vviting signsd by Landlord and Tenant at of the expiration of the term herzot tenancy for mor Any holding over after th therein specified abe. ast recent ecified so far a8 appli 22. Benefit_and_Assignm This Lease shall be binding upon and inure to the benefit of the Landlord and Ten; respectiv jgns, guardians, heirs and legal representatives, Landlord resecves the dinate this Lease at any time to the tien of any mortgage or mortgages now or hereafter placed on the Leased Premises Tenant shall exeoule and deliver, upon Landlord's request, such further iastrument{s) subordinating this Lease to the lien of any such mortgage a3 shall be required by Landlord's mortgage lender of lenders, so long as such instrument shall not penmnit the termination of Tenant's interest herein if Tenant is not in default in its objigations hereunder, Tenant shall also, at the request of Landiord or Landlord's mortgage lender exeoute an instrument acknowledging assignment by Landlord #0 Landlord's mortgage lender of all of Landiord's rights under this Lease, and also acknowledging the mortgage lender's rights to oollzct the rent due hereunder in the event of default by Landlord in any of the termas and conditions of the morigage or mortgag on the subject p 23, Subordinay8 IN WITNESS WHEREOF, the parties have executed this Lease Agréerent and caused it to be effective as of the day and year first set forth ab Landlord PenantEXHIBIT The property being Jzased to Ascadia Brewing Compeny by Whitsun Holdings, LLC pursuant to the Lease Agreement dated October 15, 2004, is commonly known es 103 West ‘Micbigan Avenue, Battle Creek, Michigan, and is more particularly described as; y of Battle Creek, County of Celhoun, State of Ci Property located in th Michigan: LOTS NO. 74, 75, 69, AND 68, RANGE OF BLOCKS 3, OF THE ORIGINAL PLAT OF THE VILLAGE (NOW CITY) OF BATTLE CREEK, ACCORDING TO THE PLAT THEREOF RECORDED IN LIBER 2 OF PLATS ON PAGE 42 OF THE CALHOUN COUNTY RECORDS BXCEPT THE SOUTHWESTERLY (11.3 FEET THEREOF Landlord WHITSUN HOLDINGS, LLC COMPANY15, 2004, shall “T Gincreass Monthly from prior Annualizad Payment, _year Jgase payments 60,000.00 _