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HomeMy WebLinkAboutRes 2022-11-1307 Incentive Agreement with 3 nations Brewing LLC and Related Lease AgreementCITY OF ANNA, TEXAS RESOLUTION NO. ZX2- 11 —130-7- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS APPROVING A PROJECT OF THE ANNA ECONOMIC DEVELOPMENT CORPORATION INCLUDING INCENTIVES TO 3 NATIONS BREWING LLC AND RELATED LEASE AGREEMENT WHEREAS, the Anna Economic Development Corporation (the "EDC") Board met on October 5, 2022, and approved a Lease Agreement and an Agreement to expend funds to incentivize a brewpub project with 3 Nations Brewing LLC (the "Project"); WHEREAS, the City of Anna, Texas (the "City") finds that the Project will promote new or expanded business development in and near the City of Anna, Texas; WHEREAS, the City approves and ratifies the EDC entering into that certain Incentive Agreement for New Economic Development Agreement and related Lease Agreement attached hereto as Exhibit A (collectively, the "Agreement"); NOW THEREFORE, BE IT RESOLVED BY CITY OF ANNA, TEXAS, THAT: Section 1. Findings The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. Approval of Project and Funding The City Council of the City of Anna, Texas hereby approves the project and the funding that is the subject matter of the Agreement, subject to approval as to legal form by the City's legal counsel and execution of the Agreement by 3 Nations Brewing LLC. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this the 8th day of November 2022. APPROVED: ATTEST: Land, City Secretary INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT THIS INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT (this "Agreement") is entered into by and between the Anna Economic Development Corporation (the "EDC") and 3 Nations Brewing, LLC, a Texas limited liability company ("Company"). WHEREAS, EDC owns real property consisting of approximately 0.879 acres and a 5,580 square foot building and described and depicted in further detail in the attached Exhibit A (the "Property"); and WHEREAS, Company plans to improve and occupy the Property and use the Property solely as the site for a Brewpub; (the "Brewpub Project"); and WHEREAS, a proposed site plan of the Property is attached hereto as Exhibit B, which sets forth the layout of parking lots, traffic areas, fire lanes, buildings, and other development aspects planned for development of the Property; and WHEREAS, the City of Anna, Texas (the "City") currently lacks an establishment similar to the Brewpub Project to serve as a catalyst for the Downtown area and the EDC's Board of Directors has found that the Brewpub Project will promote new or expanded business development and advance the Downtown Master Plan; and WHEREAS, it is projected that the location and operation of the Brewpub in the City will directly create a minimum of 15 jobs; and WHEREAS, the EDC recognizes the positive economic impact that Brewpub will bring to the City through development and diversification of the economy, reduction of unemployment and underemployment through the production of new jobs, the attraction of new businesses, and the additional tax revenue; and WHEREAS, as an incentive to develop the Brewpub, the Company has requested a grant (the "Incentive Grant") and the EDC is willing to pay the Incentive Grant under and subject to the terms and conditions of this Agreement; and WHEREAS, the EDC is authorized to grant the Incentive Grant under Chapter 504 of the Texas Local Gov't Code; NOW, THEREFORE, in consideration of the covenants, promises, and conditions stated in this Agreement, the EDC and Company agree as follows: INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 1 Section 1. Effective Date. The Effective Date of this Agreement shall be the date that the last of the following events have occurred: (1) the EDC Board of Directors has approved and adopted this Agreement and the EDC's President has executed same; (2) Company has duly executed this Agreement and delivered same to the EDC; and (3) the City of Anna, Texas City Council has approved the Brewpub Project by resolution after two separate readings. Section 2. Term and Termination. 2.01 The term of this Agreement shall commence on the Effective Date, and it shall continue in effect until such time as the parties have fulfilled their obligations hereunder, unless terminated earlier under the provisions of this Agreement. 2.02 The EDC may, at its sole discretion, terminate this Agreement if Company defaults by: (1) failing to timely commence construction of the Brewpub Project in accordance with Section 4.01; (2) by failing to timely obtain a Certificate of Occupancy in accordance with Section 4.01; (3) failing to meet and maintain the Job Creation Requirement; or (4) otherwise breaching its obligations or warranties under this Agreement. If this Agreement is terminated by the EDC under this paragraph, then the EDC shall have no obligation to pay the Incentive Grant to Company. The EDC may cause this Agreement to terminate by following the notice and cure provisions set forth in Section 8.08 and 8.09 of this Agreement. Section 3. Recitals Incorporated and Definitions. 3.01 The recitals in the preamble to this Agreement are hereby incorporated for all purposes. 3.02 The following words or phrases shall have the following meanings: "Certificate of Occupancy" means a document entitled "Certificate of Occupancy" (or other similar title) issued by City upon substantial completion of the Brewpub Project in accordance with applicable City Regulations that permits the Brewpub Project to open to the public and operate. A Certificate of Occupancy shall not include a certificate issued in error, mistake or misrepresentation of facts, but shall include any temporary certificate of occupancy or other document authorizing temporary or conditional occupancy. "City Code" means the Anna City Code of Ordinances. "City Council" means the governing body of the City of Anna, Texas. "City Regulations" mean City Code provisions, ordinances, design standards, INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 2 uniform codes, and other policies duly adopted by the City. "Commence Construction" means to obtain a building permit from the City and commence the work of constructing, reconstructing, or remodeling any part of a vertical structure or structures composing any part of the Brewpub Project. "Development" means the Development including the construction of Public Improvements necessary to serve the Property, the features shown on the site plan attached herein as Exhibit B, and the construction of the Brewpub Project. "Effective Date" means the date described in Section 1 of this Agreement. "Incentive Grant" means the dollar amount of $650,000. "Lease Agreement" means that certain lease agreement between the EDC and Company wherein the EDC is the landlord and Company is the tenant concerning the lease of that certain 0.879-acre tract being all of Lot 1, of Independent Bank Addition, an addition to the City of Anna, Collin County, Texas according to the map or plat thereof, as recorded in Volume P. Page 209, of the Map Records, Collin County, Texas. "Parties" mean the EDC and Company. "Public Improvements" mean those certain utility, roadway, drainage and other improvements that Company is required to construct/install and dedicate to the City. Section 4. Company Obligations. The obligations —including without limitation the requirements to meet all deadlines —set forth in this Section 4 are conditions for the Company to receive the Incentive Grant. 4.01. Construction, Location, and Operation of the Brewpub Project, Job Creation. The Brewpub Project shall be located and constructed within the Property consistent with the site plan attached hereto as Exhibit B. The deadline for Company to Commence Construction of the Brewpub Project is 90 days after the Effective Date. The deadline for Company to obtain a Certificate of Occupancy for the Brewpub Project is 225 days after the Effective Date. The Company must create a minimum of 15 jobs for employees carrying out the majority of their duties on the Property (the "Job Creation Requirement"). The deadline for Company to meet the Job Creation Requirement is 300 days after the Effective Date. The Job Creation Requirement shall thereafter be maintained while the Lease Agreement is in effect including all renewals or extensions (the "Lease Period"). During the Lease Period, Company shall supply the EDC with true and correct copies of all quarterly, annual, or other reports that Company submits to the Texas Workforce Commission and any other documentation deemed necessary by the EDC to verify to the EDC's reasonable satisfaction that the Job Creation Requirement has been met and is being maintained as required under this Agreement. The Company shall INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 3 provide the EDC with written notice at any time there is noncompliance with the Job Creation Requirement. The EDC may at its discretion grant extensions of time for Company to regain compliance with the Job Creation Requirement; provided that such extensions are valid only if provided as a written notice in accordance with this Agreement. 4.02. Public Improvements Generally. Company shall provide or cause to be provided all Public Improvements, and any required or necessary public improvement not identified in this Agreement that are required by City Regulations in connection with Development, such as streets, utilities, drainage, sidewalks, trails, street lighting, street signage, and all other required improvements, at no cost to the City and in accordance with City Regulations, and as approved by the City's engineer or his or her agent. Company shall cause the timely installation of such improvements in accordance with the City Regulations unless otherwise approved herein. Company shall provide engineering studies, plan/profile sheets, and other construction documents at the time of platting as required by City Regulations. Such plans must be approved by the City's engineer or his or her agent prior to approval of a final plat of any portion of the Development. Construction of such improvements shall not be commenced until a preconstruction conference has been held regarding the proposed construction and City has issued a written notice to proceed. 4.03. Approval of Plats/Plans. Approval by the City, the City's Engineer or other City employee or representative, of any plans, designs or specifications submitted by Company pursuant to this Agreement or pursuant to City Regulations shall not constitute or be deemed to be a release of the responsibility and liability of Company, its engineer, employees, officers or agents for the accuracy and competency of their design and specifications. Further, any such approvals shall not be deemed to be an assumption of such responsibility and liability by the City for any defect in the design and specifications prepared by Designer's engineer, his officers, agents, servants or employees. 4.04. Insurance. (a) Company shall or shall cause the construction contractor(s) that will perform the construction work related to the Public Improvements to acquire and maintain, during the period of time when any of the Public Improvements are under construction (and until the full and final completion of the Public Improvements and acceptance thereof by the City: (a) workers compensation insurance in the amount required by law; and (b) commercial general liability insurance including personal injury liability, premises operations liability, and contractual liability, covering, but not limited to, the liability assumed under any indemnification provisions of this Agreement, with limits of liability for bodily injury, death and property damage of not less than $1,000,000.00. Such insurance shall also cover any and all claims which might arise out of the Public Improvements construction contracts, whether by Company, a contractor, subcontractor, materialman, or otherwise. INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 4 (b) Coverage must be on a "per occurrence" basis. All such insurance shall: (i) be issued by a carrier which is rated "A-1" or better by A.M. Best's Key Rating Guide and licensed to do business in the State of Texas; and (ii) name the City as an additional insured and contain a waiver of subrogation endorsement in favor of the City. Upon the execution of Public Improvement construction contracts, Company shall provide to the City certificates of insurance evidencing such insurance coverage together with the declaration of such policies, along with the endorsement naming the City as an additional insured. Each such policy shall provide that, at least 30 days prior to the cancellation, non - renewal or modification of same, the City shall receive written notice of such cancellation, non -renewal or modification. 4.05. Company Pays All Fees and Costs. Company shall timely pay, or cause third parties to timely pay, its engineering, planning, accounting, architectural, legal fees and expenses, survey, testing, laboratory costs, license fees, development fees, land clearing and grading costs, advertising and other bidding costs, amounts due under construction contracts, costs of labor and material, inspection fees, impact fees, insurance premiums, interest, carry cost, financing fees and all other fees, costs and expenses incurred in connection with the construction of the Public Improvements. 4.06. City Regulations. Company acknowledges that Development must comply with all applicable City Regulations. Except to the extent this Agreement provides for stricter or more restrictive requirements than those in applicable City Regulations, the applicable City Regulations shall control. Section 5. Incentive Grant Payment. Provided that the EDC has not terminated or initiated termination of this Agreement under Section 2.02, the EDC hereby approves the payment of the Incentive Grant to the Company, which shall be paid to Company on the following schedule: • $400,000 within 30 days after issuance of building permit; • $250,000 within 30 days after issuance of a Certificate of Occupancy. Notwithstanding the foregoing or any other provision of this Agreement, beginning on the 300th day after the Effective Date, for each and every period of 30 consecutive days that Company has not met or maintained the Job Creation requirement, the Company shall pay the EDC in the amount of $10,800; provided, however, that this payment obligation shall not apply to any time period for which the EDC has granted an extension in accordance with Section 4.01 as relates to meeting or maintaining the Job Creation Requirement. Section 6. Buy Local Provision. 6.01. Company agrees to use its commercially reasonable efforts to give INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 5 preference and priority to local manufacturers, suppliers, contractors, and labor, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency in the normal course of business. 6.02. For the purposes of this section, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50-mile radius of Collin County. Section 7. Warranties. The accuracy of the warranties set forth in this Section 7 are additional conditions for Company to receive the Incentive Grant. Company shall notify the EDC if and when any of the following warranties are no longer accurate. The failure to so notify the EDC is a material breach of this Agreement. Company warrants and represents to the EDC the following: 7.01. Company is a Texas limited liability company duly organized, validly existing, and in good standing under the laws of the State of Texas. Company has all corporate power and authority to carry on its business as presently conducted in the State of Texas. 7.02. Company has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. 7.03. Company has timely filed and will timely file all local, State, and Federal tax reports and returns required by law to be filed and all taxes, assessments, fees, and other governmental charges related to the Development, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. 7.04. Any entity(ies)/individual(s) executing this Agreement on behalf of Company are duly authorized to execute this Agreement on behalf of Company. 7.05. In accordance with Chapter 2264 of the Texas Government Code, Company certifies that neither it, nor a branch, division, or department of Company, will ever knowingly employ an undocumented worker and that if, after receiving any public subsidies under this Agreement, Company, or a branch, division, or department of Company, is convicted of a violation under 8 U.S.C. § 1324a(f), as amended or recodified, Company shall repay the total amount of all public subsidies and/or incentives theretofore received under this Agreement with interest at two percent (2%) per annum not later than the 120th day after the date the EDC notifies Company in writing of the violation. The Company does not boycott Israel and will not boycott Israel during the term of this Agreement. 7.06. No litigation or governmental proceeding is pending or, to the knowledge of Company and its general partner and officers, is threatened against or affecting Company, or the Development or the Property, that may result in any material adverse INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 6 change in Company's business, properties or operation. 7.07. Company shall not be in breach of any other contract by entering into and performing this Agreement. Company shall amend or enter into any other contract that may be necessary for Company to fully and timely perform its obligations under this Agreement. Section 8. Miscellaneous. 8.01. Compliance with Laws. Company shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments related to the Development. 8.02. Non -Discrimination. Company covenants and agrees that Company will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services for the Development on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 8.03. Time Periods. Time is of the essence in the performance of this Agreement. 8.04. Force Majeure. Each Party shall use good faith, due diligence and reasonable care in the performance of its respective obligations under this Agreement, and time shall be of the essence in such performance; however, in the event a Party is unable, due to force majeure, to perform its obligations under this Agreement, then the obligations affected by the force majeure shall be temporarily suspended equal to the time period the Party was delayed, except that the obligation of any Party to make any payments required pursuant to this Agreement shall not be suspended by force majeure. The term "force majeure" shall include any delay due to any of the following acts or events: (a) wars, terrorism, civil disturbances, riots, insurrections, civil unrest, vandalism and sabotage; (b) transportation disasters, whether by sea, rail, air or land; (c) strikes, lockouts, work stoppage or slowdown or other labor disputes or material shortages; (d) adverse weather conditions, including rain of unusual duration or volume, hurricanes, lightning, tornadoes, earthquakes, floods or acts of God; (e) epidemics or pandemics (not including the COVID- 19 pandemic) or any governmental orders, actions, shut -downs, mandates, restrictions or quarantines, or any quasi -governmental orders, actions, shut -downs, mandates, restrictions or quarantines resulting from any epidemics or pandemics, and any public health emergencies, whether declared by local, state or federal governmental authorities or agencies; (f) labor shortages or moratoriums; (g) fire or other material casualty; (h) mechanical failure of equipment; (i) utility delays or interruptions; 0) any emergency event that threatens imminent harm to property or injury to persons; (k) any other causes of any kind whatsoever, whether similar to those enumerated or not, which are beyond the control of such Party in the performance of its obligations hereunder; provided, however, in all cases, only to the extent that the Party claiming force majeure (1) did not INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 7 cause such force majeure condition, and (2) throughout the pendency of such force majeure condition, utilizes commercially reasonable efforts to minimize the impact and delays caused by such force majeure condition. If a Party is delayed due to force majeure, then such Party shall provide written notice of the delay and applicable extension of time periods to the other Party. In addition, a Party that has claimed the right to temporarily suspend its performance under this section shall provide written reports to the other Party at least once every week detailing: (i) the extent to which the force majeure event or circumstance continue to prevent the Parry's performance; (ii) all of the measures being employed to regain the ability to perform; and (iii) the projected date upon which the Party will be able to resume performance, which projected date the Parties agree and acknowledge is only an estimate and not a binding commitment by the Party claiming force majeure. 8.05. Assignment. Except as provided below, Company may not assign all or part of its rights and obligations under this Agreement to a third party without prior written approval of EDC, which approval will not be unreasonably withheld or delayed. The EDC agrees, however, that Company may assign all or part of its rights and obligations under this Agreement to any entity affiliated with Company by reason of controlling, being controlled by, or being under common control with Company or to a third -party lender advancing funds for the construction or operation of Public Improvements. The EDC expressly consents to any assignment described in the preceding sentence and agrees that no further consent of the EDC to such an assignment will be required. Company agrees to provide the EDC with written notice of any such assignment. The foregoing notwithstanding, any assignment of Company's rights under this Agreement shall not release Company from its obligations hereunder. 8.06. INDEMNITY. COMPANY COVENANTS TO FULLY INDEMNIFY, DEFEND, SAVE, AND HOLD HARMLESS THE CITY, THE EDC AND THEIR RESPECTIVE OFFICIALS, OFFICERS, BOARD MEMBERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING WITHOUT LIMITATION DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED (INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND ASSOCIATED EXPENSES OF ATTORNEYS, EXPERT WITNESSES AND OTHER CONSULTANTS) ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE NEGLIGENT OR OTHERWISE WRONGFUL ACTS OR OMISSIONS OF COMPANY, ITS AGENTS, SERVANTS, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN OR EMPLOYEES THAT RELATE IN ANY MANNER TO COMPANY'S PERFORMANCE OF THIS AGREEMENT OR TO THE DESIGN, CONSTRUCTION, OR INSTALLATION OF THE PUBLIC IMPROVEMENTS AND ANY OTHER IMPROVEMENTS OR CONSTRUCTION RELATED TO THE DEVELOPMENT, INCLUDING WITHOUT LIMITATION INJURY OR DAMAGE TO PUBLIC PROPERTY. THE INDEMNITY PROVIDED INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 8 FOR ABOVE SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OR FAULT OF CITY OR THE EDC OR THEIR RESPECTIVE OFFICIALS, OFFICERS, BOARD MEMBERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRING NEGLIGENCE OR FAULT OF CITY AND/OR EDC AND COMPANY, RESPONSIBILITY AND INDEMNITY, IF ANY, SHALL BE APPORTIONED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS, WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE CITY OR EDC UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. COMPANY'S OBLIGATIONS UNDER THIS SECTION 8.06 SHALL SURVIVE THE TERM OF THIS AGREEMENT. 8.07. Events of Default by Company. In addition to other events of default by Company set forth in this Agreement, each of the following events constitute a default of this Agreement by Company: (a) The EDC reasonably and in good faith determines that any representation or warranty on behalf of Company contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the EDC or the City in connection with this. Agreement was incorrect or misleading in any material respect when made. (b) Any attachment or other levy against the Development or any portion thereof with respect to a claim, excluding mechanic's and materialman's liens, remains unpaid, undischarged, or not dismissed for a period of 120 days. (c) Company makes an assignment for the benefit of creditors. (d) Company files a voluntary petition in bankruptcy or is adjudicated insolvent or bankrupt. (e) If taxes owed to the City by Company become delinquent, and Company fails to timely and properly follow the legal procedures for protest or contest. (f) Company fails to timely, fully and completely comply with any one or more of the deadlines, material requirements, obligations, duties, terms, conditions or warranties of this Agreement. 8.08. Notice of Default. Should the EDC determine that Company is in default according to the terms of this Agreement, the EDC may notify Company in writing of the event of default, and provide 30 days from the date of the notice ("Cure Period") for Company to cure the event of default; provided, however, in the event if such event of INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 9 default is not able to be cured within such 30-day period, Company shall be permitted additional time to effectuate such cure, provided, that in no event shall the Cure Period exceed 60 days from the date of notice from the EDC. Should the EDC fail to timely, fully and completely comply with any one or more of its obligations under this Agreement, such failure shall be an act of default by the EDC and the EDC shall have sixty 60 days to cure and remove the Default after receipt of written notice to do so from Company. 8.09. Results of Uncured Default by Company. If Company fails to cure any default during the Cure Period, the EDC may terminate this Agreement immediately by providing written notice of termination to the Company and the Company shall pay the EDC its reasonable attorney fees, related expenses, and costs of court to collect any amounts due under this Agreement and/or to enforce or terminate this Agreement. Upon full payment by Company of all sums due, the EDC and Company shall have no further obligations to one another under this Agreement. Neither the EDC nor Company may be held liable for any special or consequential damages. This paragraph shall survive the termination of this Agreement. 8.10. No Waiver. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of this Agreement. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. Any waiver or indulgence of Company's default may not be considered an estoppel against the EDC. It is expressly understood that if at any time Company is in default in any of its conditions or covenants of this Agreement, the failure on the part of the EDC to promptly avail itself of the rights and remedies that the EDC may have, will not be considered a waiver on the part of the EDC, but the EDC may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 8.11. Limitation of Remedies. Company specifically agrees that the EDC shall not be liable to Company for any actual or consequential damages, direct or indirect, interest, attorney fees or related expenses, or cost of court for any act of default by the EDC under the terms of this Agreement. 8.12. Notices. Any notice and/or statement required and permitted to be delivered under this Agreement shall be deemed delivered by depositing the same in the United States mail, certified with return receipt requested, proper postage prepaid, addressed to the appropriate party at the following addresses, or at such other addresses provided by the Parties in writing. COMPANY: INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 10 EDC: Anna Economic Development Corporation Attn.: Economic Development Director 120 W. 7t' Street Anna, Texas 75409 Clark McCoy Wolfe, Tidwell & McCoy, LLP 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 Notice is effective upon deposit in the United States mail in the manner provided above. 8.13. Incorporation of Other Documents. The Exhibits referenced in this Agreement and attached hereto are incorporated herein as if set forth in full for all purposes. Said Exhibits include the following: Exhibit A, Legal Description of the Property Exhibit B, Brewpub Project Site Plan 8.14. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. 8.15. Relationship of Parties. In performing this Agreement, both the EDC and Company will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint -venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. At no time shall the City or the EDC have any control over or charge of Company's design, construction or installation of any of the infrastructure or public improvements that are the subject of this Agreement, nor the means, methods, techniques, sequences or procedures utilized for said design, construction or installation. This Agreement does not create a joint enterprise between the EDC and Company. 8.16. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 8.17. Severability. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 11 circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the Parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 8.18. Venue. Venue for any legal action related to this Agreement is in Collin County, Texas. 8.19. Interpretation. The Parties have been represented by counsel of their choosing in the negotiation and preparation of this Agreement. This Agreement was drafted equally by the Parties hereto. The language of all parts of this Agreement shall be construed as a whole according to its fair meaning, and any presumption or principle that the language herein is to be construed against any Party shall not apply. 8.20. Sole Agreement. This Agreement constitutes the sole agreement between the EDC and Company as relates to the Development. Any other prior agreements, promises, negotiations, or representations related to the Development, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 8.21. Third Party Beneficiaries. This Agreement is not intended to confer any rights, privileges or causes of action upon any third party. 8.22. Binding Agreement. This Agreement shall be binding on and inure to the benefit of the Parties to it and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. 8.23. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and the binding agreement of each Party to the terms herein, but all of which together will constitute one and the same instrument. 8.24. Recording. The Parties agree that neither this Agreement, nor any memorandum or short form of this Agreement, shall be recorded. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 12 EXECUTED BY THE PARTIES: 3 Nations Brewing, LLC a Texas limited liability company By: John Royer, its President State of Texas County of Before me, on this day personally appeared John Royer, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same in his capacity as President of 3 Nations Brewing, LLC for the purposes and consideration therein expressed. Given under my hand and seal of office this day of Notary — State of Texas ANNA ECONOMIC DEVELOPMENT CORPORATION M Bruce Norwood, its President State of Texas County of Collin 2022. Before me, on this day personally appeared Bruce Norwood, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same in his capacity as President of Anna Economic Development Corporation for the purposes and consideration therein expressed. Given under my hand and seal of office this day of Notary — State of Texas 2022. INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 13 Exhibit A Legal Description That certain 0.879-acre tract being all of Lot 1, of Independent Bank Addition, an addition to the City of Anna, Collin County, Texas according to the map or plat thereof, as recorded in Volume P, Page 209, of the Map Records, Collin County, Texas. Exhibit B Brewpub Project Site Plan 6. My FM rawls•culver o wa` LEASE AGREEMENT THIS LEASE AGREEMENT (this "Lease") is entered into by and between ANNA ECONOMIC DEVELOPMENT CORPORATION, a Type A corporation created pursuant to the Texas Development Corporation Act of 1979, as amended and codified ("Landlord") and 3 Nations Brewing, LLC a Texas limited liability company ("Tenant"). For valuable consideration the parties agree as follows: SECTION 1. Definitions. The following terms have the meanings set forth below: (a) City Council. The City Council of the City of Anna, Texas. (b) Effective Date. The effective date of this Lease is the 20 (c) Landlord. The Anna Economic Development Corporation. day of (d) Lease Year. Each 12-month period commencing on the first day of the first full month of the Term of this Lease following the Effective Date, or anniversary of such date, if this Lease is automatically renewed under Section 2(c) below. (e) Permitted Exceptions. The conditions, restrictions, easements and encumbrances, if any, affecting title to the Premises set forth in the title policy attached hereto as Exhibit B. (f) Premises. The 0.879-acre tract of land located on real property at 101 S. Powell Parkway, Anna, Texas 75409 being all of Lot 1, of Independent Bank Addition, an addition to the City of Anna, Collin County, Texas according to the map or plat thereof, as recorded in Volume P, Page 209, of the Map Records, Collin County, Texas and as further described in Exhibit A, attached hereto (the "Premises") located in the City of Anna, Collin County, Texas, along with improvements including the 5,580 square foot building on the Premises ("Improvements"). SECTION 2. Demise. Term. (a) Demise and Grant of Premises. Landlord hereby leases to Tenant and Tenant accepts from Landlord under the terms, provisions and conditions of this Lease the Premises commencing on the Effective Date hereof and continuing until the expiration or earlier termination of the Term as hereinafter provided. (b) Term. The primary term ("Primary Term") of this Lease shall commence as of the Effective Date hereof and shall expire on the last day of the month during which five years have elapsed from the Effective Date, subject to earlier termination as provided elsewhere in this Lease and to the Renewal Option described in Section 2(g) below. The Primary Term and any Renewal Term or extension thereof pursuant to Section 2(c) or 2(g) below is referred to in this Agreement as the "Term". LEASE AGREEMENT PAGE 1 (c) Renewal. Subject to earlier termination that may occur under the terms of this Lease, this Lease shall automatically renew for 12-month periods beginning immediately after the end of the Primary Term —or after the end of the Five -Year Renewal Term if Tenant exercises the Renewal Option in Section 2(g), below —either Landlord or Tenant delivers written notice, one to the other, at least 90 days in advance of the end of the current Lease Year, of the intent that this Lease be terminated, in which case this Lease shall terminate at the end of said Lease Year. (d) Quiet Enjoyment. Upon Tenant's payment of all Rent hereunder as same becomes due and observance and performance of all of the covenants, terms and conditions to be observed and performed by Tenant pursuant to this Lease, Tenant shall have throughout the Term, peaceful, quiet and undisturbed use and possession of the Premises and all rights and privileges appertaining thereto, subject to the terms, conditions and provisions of this Lease. (e) Landlord's Title, Subordination. Landlord covenants, represents and warrants to Tenant as follows: (1) Title. Landlord hereby represents and warrants that it owns good and indefeasible fee simple title in and to the Premises, subject only to the Permitted Exceptions, and has full right and authority to make this Lease. This Lease shall not be recorded. (2) No Actions. There are no actions, suits or proceedings pending or to the best of Landlord's knowledge, threatened against Landlord and affecting any portion of the Premises, at law or in equity, or before any federal, state, municipal or other governmental court, department, commission, board, bureau, agency or instrumentality, domestic or foreign. (3) Authority. The execution and consummation of this Lease by Landlord has been duly authorized and does not result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, agreement, instrument or obligation to which Landlord is a party or by which the Premises or any portion thereof is bound. However, notwithstanding the foregoing or any term or provision of this Lease, and all rights and obligations of Landlord and Tenant hereunder are subject to and shall not be effective unless an until there has been formal approval by the City Council of this Lease at a duly noticed public meeting. (f) Condition of Premises. TENANT ACKNOWLEDGES THAT TENANT HAS INSPECTED THE PREMISES AND ACCEPTS THE PREMISES AS STATED IN THE CERTIFICATION ATTACHED HERETO AS EXHIBIT C AND DELIVERED BY TENANT TO LANDLORD. FURTHER, IF AT ANY TIME THIS LEASE SHALL BE FOUND OR DECLARED NULL, VOID, ILLEGAL OR OTHERWISE INVALID FOR ANY REASON BY A COMPETENT COURT OR TRIBUNAL WITH PROPER JURISDICTION, TENANT EXPRESSLY COVENANTS AND WARRANTS THAT IT SHALL CEASE ALL OPERATIONS AND VACATE AND SURRENDER THE PREMISES FORTHWITH IN ACCORDANCE WITH THE SURRENDER REQUIREMENTS LEASE AGREEMENT PAGE 2 UNDER SECTION 10(el AND OTHER APPLICABLE PROVISIONS OF THIS LEASE AND AGREES THAT LANDLORD SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR OTHER DAMAGES CAUSED BY ANY SUCH FINDING OR DECLARATION OF NULLITY, VOIDNESS, ILLEGALITY OR INVALIDITY. (g) Tenant's Renewal Option. Tenant shall have the option (the "Renewal Option") to extend the Primary Term of this Lease upon the same terms, covenants and conditions as those contained in this Lease (except for the amount of the Rent), for one (1) additional period of five (5) years (the "Five-year Renewal Term"), which Five -Year Renewal Term shall commence on the date after the expiration of the Primary Term, provided that this Lease shall not have been previously terminated, and no Event of Default shall have been committed by Tenant and remain uncured after notice and the applicable cure period. Such Renewal Option may be exercised with respect to the entire Premises only and shall be exercisable by Tenant delivering the Renewal Notice to Landlord at least six -months prior to the expiration of the Term. The Tenant may exercise the Renewal Option under this Section 2(g) only once to secure the Five -Year Renewal Term. The Parties must negotiate the amount of rent for the Five -Year Renewal Period at least six (6) months in advent of the expiration of the Primary Term. Any subsequent renewals shall be pursuant to Section 2(c) and not subject to this Section 2(g). SECTION 3. Rent and Taxes. Tenant shall pay Landlord the following amounts: (a) Rent. During the Primary Term, Tenant shall pay $6,510 per month as rent ("Rent") for the Premises, which shall be due within ten (10) business days of the first day of each month. The amount of Rent for any Term after the Primary Term shall be negotiated at least six months in advance of expiration of the Primary Term or as may otherwise be agreed in writing by Landlord and Tenant. (b) Taxes. Landlord and Tenant acknowledge and agree that to the extent this Lease results in any part of the Premises being subject to ad valorem taxes ("Taxes"), Tenant shall be liable to pay for any such Taxes as they become due and upon receipt of any tax statement or invoice for same, subject to the following. If during the Term of this Agreement, Taxes shall become due and owing concerning the Premises or any portion thereof, Tenant shall thereafter pay directly to the applicable taxing entity, if permitted by such taxing entity, or, in the alternative, to Landlord, the Taxes assessed against the Premises or any part thereof for any prior, current or subsequent Lease Year during any Term of the Lease. In such event, any such Taxes shall be paid prior to the delinquency date for such Taxes, but in no event earlier than ten days after written notice of the Tax due is delivered to Tenant, along with copies of statements of assessed value and tax statements applicable to each Lease Year to which such taxes apply. Tenant shall have the first and prior right to contest the amount or validity of the taxes pertaining to the Premises by appropriate administrative and legal proceedings brought either in its own name, Landlord's name, or jointly, as Tenant deems appropriate. Landlord shall reasonably cooperate with Tenant in its efforts to minimize the taxes to the lowest possible level but Landlord shall not be required to incur any cost or expense in connection therewith. Landlord shall from time -to -time execute and deliver to Tenant whatever documents may be reasonably required by governmental authorities to evidence LEASE AGREEMENT PAGE 3 Tenant's authority to contest taxes attributable to the Premises. Landlord will send Tenant copies of any assessed values and statements received by Landlord promptly upon receipt and Tenant shall have the right, at its own expense, in good faith, to contest any such values, Taxes or payments in lieu of taxes and permit the items so contested to remain unpaid during the period of contest and any appeal therefrom, provided that prior to the date the taxes would become delinquent, Tenant provides a bond or other security required by applicable law and otherwise reasonably satisfactory to Landlord in the full amount of the unpaid taxes, together with any penalties, interest or fees attributable thereto that are due or are reasonably anticipated to accrue between the date thereof and the date of final payment of the taxes. Tenant shall be solely responsible for any taxes due and owing with respect to Tenant's personal property. Landlord shall be responsible for payment of any and all taxes attributable to any income of Landlord related to the Premises. SECTION 4. Improvements, Signs, Additions and Repairs. (a) Delivery of Premises. Landlord shall deliver exclusive possession of the Premises to Tenant upon the Effective Date, with renovations completed, suitable for commercial office use, empty, broom clean, and with working HVAC, subject only to the provisions and terms of this Lease and the Permitted Exceptions. (b) Alterations and Improvements. With the exception of signs erected in conformance with applicable laws and ordinances, and construction of Improvements as approved in writing by Landlord, approval not to be unreasonably withheld, and, if required under City ordinance(s), set forth on one or more site plans submitted to and formally approved by the City Council during a duly posted meeting, and constructed in accordance with construction plans submitted to and approved in writing by the City or City staff, Tenant may not at any time construct, alter, change, and/or demolish any signs or Improvements now or hereafter situated on the Premises. If any such construction by Tenant is at any time approved: (1) All such work shall be performed in a good and workmanlike manner, in accordance with accepted standards of engineering and architecture, if applicable, and in accordance with local, state and federal law, including but not limited to the Americans with Disabilities Act; (2) Such construction, alteration, additions, changes or demolishment shall be in compliance with all applicable building codes, zoning, rules, regulations and ordinances affecting construction of such alterations, additions, and changes and shall be commenced only after Tenant has been duly granted all applicable permits for same; and (c) No Mechanic's Liens. Tenant shall not permit any mechanic's or materialman's liens to be filed against Landlord's interest in the Premises (unless the same are fully bonded so as to cause same to be removed in accordance with applicable law), and Tenant shall indemnify, defend (using counsel acceptable to Landlord in its reasonable discretion), and hold harmless Landlord from and against any costs, liability or expense, LEASE AGREEMENT PAGE 4 including attorney fees, attributable to any such liens. Tenant's obligations under this Section 4(c), shall expressly survive the expiration or earlier termination of this Lease. (d) Environmental. Tenant will conduct its business in a lawful manner and will not make or permit any unlawful use of the Premises. Tenant will, at its own expense, promptly comply with all laws, regulations, and ordinances affecting the Premises and the cleanliness, safety, occupancy, and use thereof. TENANT SHALL INDEMNIFY, DEFEND (USING COUNSEL ACCEPTABLE TO LANDLORD IN ITS REASONABLE DISCRETION) AND HOLD HARMLESS LANDLORD FROM AND AGAINST ANY COST, LIABILITY OR EXPENSE ARISING OUT OF OR ATTRIBUTABLE TO ANY CLAIMS, DEMANDS, CAUSES OF ACTION, FINES, PENALTIES, LIABILITY OR EXPENSES (INCLUDING ATTORNEY FEES AND COURT COSTS) ARISING OUT OF OR RELATED TO THE EXISTENCE, REMOVAL OR DISPOSAL OF ANY TOXIC OR HAZARDOUS SUBSTANCES OR MATERIALS WITHIN OR UPON THE LEASED SPACE CAUSED BY TENANT, ITS EMPLOYEES, AGENTS OR REPRESENTATIVES DURING THE TERM OF THIS LEASE FOLLOWING THE EFFECTIVE DATE. FOR PURPOSES HEREOF, THE PHRASE "TOXIC OR HAZARDOUS SUBSTANCES OR MATERIALS" SHALL INCLUDE ITEMS COVERED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, 42 U.S.C. §§9601-75(1986), AS AMENDED BY THE SUPERFUND AMENDMENT AND REAUTHORIZATION ACT, PUB. L. NO. 99-4991 100 STAT. 1613 (1986) ("CERCLA"), THE TOXIC SUBSTANCES CONTROL ACT, 15 U.S.C. §2601 ET SEQ., THE CLEAN WATER ACT, 33 U.S.C. §1251 ET SEQ., THE SAFE DRINKING WATER ACT, 42 U.S.C. §§300(f)-300(j), AND OTHER FEDERAL, STATE AND LOCAL LAWS NOW OR HEREAFTER IN EFFECT GOVERNING THE EXISTENCE, REMOVAL OR DISPOSAL OF TOXIC OR HAZARDOUS SUBSTANCES OR MATERIALS. Tenant's obligations under this Section 4(d) shall expressly survive the expiration or earlier termination of this Lease. (e) Repairs. Landlord shall, at its sole cost and expense, perform all repairs and preventative maintenance necessary to maintain the Premises in good condition and repair, including but not limited to the HVAC system, roof, structural portions, foundation, exterior portions, windows, interior and exterior walls and moldings, floors, doors, carpeting, attached light fixtures, plumbing, electrical wiring, switches and circuitry, exterior grounds and parking areas, all to be repaired and maintained in a condition suitable for commercial office use, and keep the Premises in compliance with applicable law throughout the Term. Notwithstanding the foregoing or any other provision of this Lease, Tenant is solely responsible for any repairs, maintenance, or design that Tenant may desire in order to attain or maintain any desired aesthetic design, presentation, display, or other aesthetic quality that is not necessary to allow for general commercial use. Tenant is also otherwise responsible for maintaining the interior of the Premises in good condition, reasonable wear and tear excepted. The foregoing shall not in any way impair or limit Tenant's right to make alterations or additions to the Premises as set forth in Section 4(* above. Landlord may charge Tenant for reasonable third -party charges for repair of damage to the Premises, other than ordinary wear and tear, caused by Tenant's negligence, willful misconduct or breach of this Lease Agreement. (f) Tenant's Fixtures. Tenant may install in or upon the Premises such trade fixtures and equipment as Tenant deems desirable, provided that Tenant does so in accordance with a written plan demonstrating the size and configuration of such fixtures LEASE AGREEMENT PAGE 5 and equipment upon the Premises, with said written plan having been approved in advance by Landlord in writing, said approval not to be unreasonably withheld. All of said items shall remain Tenant's property whether or not affixed or attached to the Premises. Tenant may remove such items from the Premises at any time during the Term. (g) Platting., Site Plans, Approvals. Landlord and Tenant acknowledge that it may be necessary, from time -to -time, for Landlord or Tenant to seek governmental approvals with respect to platting, zoning, site plans, permitting and/or obtaining other permits in connection with its use and occupancy of the Premises for the uses permitted hereby (collectively, "Approvals"). Landlord agrees to reasonably cooperate with Tenant with respect to its obtaining the Approvals and to execute such documents as may be required of the owner of fee title to the Premises in order for Tenant to obtain the Approvals, provided that Landlord shall not incur any costs or liabilities in connection therewith, and Landlord does not guarantee or make any representations with regard to Tenant's ability to actually obtain the Approvals. Tenant expressly understands and agrees that approval by the City Council of this Lease does not constitute the City Council's granting of an Approval and does not bind the City Council to grant or approve any other Approvals. SECTION S. Utilities. Landlord shall at its own expense arrange with the appropriate utility suppliers for services to the Premises (not including internet services or garbage collection), pay all connection, meter and service charges, if any, required to initially connect utilities to the Premises (not including internet services or garbage collection); and Tenant shall accept Landlord's reasonable and customary arrangement for the provision of utilities to the Premises suitable for commercial office use and Tenant shall be solely responsible for the payment of fees and penalties relating to all utility, internet, and garbage -collection services to the Premises. SECTION 6. Use, Transfers, or Assignments. (a) Tenant's Use. Except as prohibited or restricted by the Permitted Exceptions, Tenant may use the Premises as a brewery and restaurant, provided that such purpose is otherwise in conformity with all applicable site plans, zoning, and Approvals, and other restrictions set forth in this Lease and which may otherwise apply to the Premises. (b) Assignment, Subletting. Tenant shall not assign all or any part of this Lease or sublet all or any part of the Premises without Landlord's written consent. In the case of any assignment or sublease permitted by Landlord, Tenant shall not be released from liability under this Lease. All assignments and subleases must be in writing and must be binding on Tenant and the assignee or subtenant. No assignment or sublease may become effective before Landlord has approved in writing the terms of such written assignment or sublease. SECTION 7. Indemnification, Insurance. (a) Indemnification. IN ADDITION TO ANY OTHER PROVISIONS OF THIS LEASE, TENANT SHALL INDEMNIFY, HOLD HARMLESS, AND, AT LANDLORD'S OPTION, DEFEND (USING COUNSEL ACCEPTABLE TO LANDLORD IN ITS REASONABLE DISCRETION) LEASE AGREEMENT PAGE 6 LANDLORD AND ITS OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES (COLLECTIVELY, THE "INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL LIABILITY, LIENS, CLAIMS, DEMANDS, DAMAGES, EXPENSES, FEES, COSTS, REASONABLE ATTORNEY FEES AND LITIGATION COSTS, FINES, PENALTIES, SUITS, PROCEEDINGS, ACTIONS AND CAUSES OF ACTION OF ANY AND EVERY KIND AND NATURE ARISING OUT OF TENANT'S USE, OCCUPANCY, CONSTRUCTION, MANAGEMENT OR CONTROL OF THE PREMISES, IMPROVEMENTS OR TENANT'S OPERATIONS, CONDUCT OR ACTIVITIES, UNLESS AND TO THE EXTENT THE SAME IS DUE TO THE GROSS NEGLIGENCE OR INTENTIONAL ACTS OR OMISSIONS OF LANDLORD, ITS AGENTS, EMPLOYEES OR CONTRACTORS. TENANT'S OBLIGATIONS UNDER THIS SECTION 7(a) SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THE LEASE TERM. THE FOREGOING INDEMNIFICATIONS ARE EXPRESSLY INTENDED AND SHALL OPERATE TO PROTECT AND INURE TO THE BENEFIT OF THE INDEMNIFIED PARTIES EVEN IF SOME OR ALL OF LIABILITIES ARE ALLEGED OR PROVEN TO HAVE BEEN CAUSED BY THE NEGLIGENCE OR STRICT LIABILITY OF ANY ONE OR MORE OF THE INDEMNIFIED PARTIES. (b) Tenant's Insurance. Tenant shall, at its expense, obtain comprehensive general liability insurance against all claims on account of bodily injury, personal injury or property damage, for which Tenant may, as a result of its business operations or other use of the Premises, become liable, with limits of not less than (1) $1,000,000.00 for bodily injury to or death of any one person, (2) $2,000,000.00 for any one occurrence for bodily injury to or death of one or more persons arising out of any one occurrence, and (3) $1,000,000.00 per occurrence with respect to any property damage; with a $5,000,000.00 umbrella policy in addition to the foregoing policies. All polices of insurance to be maintained by Tenant hereunder may be maintained by way of "blanket policies" insuring the Premises and other premises and/or property owned or operated by Tenant or its Affiliates, and shall be subject to such self -insured retention as may be included in Tenant's policies, all in accordance with Texas law. (c) Workers Compensation. Tenant shall maintain workers compensation or similar insurance affording not less than Texas statutory coverage minimums and providing not less than statutory limits or benefits for all employees of Tenant employed at the Premises. (d) Scope. Each insurance or risk policy to be provided by Tenant hereunder shall name Landlord or its designee as additional insured and shall also contain a provision whereby the insurer agrees that such policy shall not be cancelled except after 30 days' written notice to Landlord or its designee. The insurance policies or duly executed certificates thereof, together with satisfactory evidence that the premium has been paid, shall be provided to Landlord on or before the Effective Date of this Lease; and, thereafter, evidence of continuing insurance and premium payment shall be delivered to Landlord not less than 30 days prior to the expiration of each policy required to be in force hereunder. If Tenant fails to maintain the required insurance or to deliver evidence of same, Landlord may, but shall not be obligated to, obtain such insurance and be reimbursed by Tenant upon demand. LEASE AGREEMENT PAGE 7 (e) Waiver of Subrogation. Landlord shall not be liable by way of subrogation or otherwise to Tenant or to any insurance company insuring Tenant for any loss or damage to any of the property of the Landlord or Tenant covered by insurance even though such loss or damage might have been occasioned by the negligence of: (1) Landlord or its officers, directors, employees, agents, contractors, customers, or visitors and invitees of Landlord at the Premises; or (2) Tenant or its Permittees. This waiver shall be in effect only so long as the applicable insurance policies shall contain a. clause or endorsement to the effect that the waiver shall not affect the right of the insured to recover under such policies. Tenant shall use its best efforts, including payment of any additional premium, to have its insurance policies contain the standard waiver of subrogation clause. In the event Tenant's insurance carrier declines to include in such carrier's policies a standard waiver of subrogation clause, Tenant shall promptly notify Landlord. SECTION S. Destruction, Condemnation. (a) Destruction. (1) Cancellation. Subject to subsection (2), below, if any portion of the Improvements situated on the Premises shall be damaged or destroyed to the extent that Tenant can no longer peaceably enjoy the Premises after Landlord has had at least 30 days after written notice from Tenant to cure any such damage or destruction, then this Lease shall terminate at Tenant's sole option and discretion indicated by written notice from Tenant within 30 days following such damage or destruction. (2) Restoration. In the event of damage or destruction not caused by Tenant's or Landlord's intentional misconduct or breach of this Agreement, and in the event Tenant has elected not to terminate the lease, Landlord may, at its sole discretion: (1) remove any debris and cause the Premises to be repaired or restored as Tenant may deem necessary or desirable, but in any event the Premises shall be repaired or restored by Landlord to a safe and sightly condition in compliance with all applicable laws; or (2) terminate this Lease as indicated by written notice from Landlord within 30 days following such damage or destruction. (3) Insurance Proceeds. Subject to any contrary provision of Section 7 above, all of Tenant's insurance proceeds, if any, payable with respect to damage or destruction of the improvements situated on the Premises shall be retained by and be the property of Tenant. (b) Condemnation. (1) Taking of Parking or Access. In the event of a taking by the power of eminent domain or conveyance in lieu thereof ("Taking") of the whole or any part of the Premises, this Lease shall terminate. (2) Awards. All compensation awarded for any Taking of the Premises (other than a Taking initiated or consummated by the City of Anna, Texas), including any interest of Landlord or Tenant therein, shall be the property of Landlord, and Tenant LEASE AGREEMENT PAGE 8 hereby assigns to Landlord all of Tenant's rights, title and interest in and to any and all such compensation. SECTION 9. Default. (a) Events of Default. The following are events of default ("Events of Default"): (1) Obligations. Either party ("Defaulting Party") fails to perform any obligation, covenant or condition or to comply with any provisions of the Lease and such failure continues for 30 days after written notice from the other party ("Non -Defaulting Party"), unless said default requires more than 30 days to cure and the Defaulting Party commences a cure within 30 days after written notice and thereafter maintains a diligent effort to complete the cure. (2) Bankrup=. Either party files in any court pursuant to any statute a petition in bankruptcy or insolvency or for reorganization or arrangement or makes an assignment for the benefit of creditors or any such petition is filed against a party and a receiver or trustee of all or any portion of that party's property is appointed and such proceeding is not dismissed or the trusteeship discontinued within 90 days after such appointment. (b) Remedies. Upon the occurrence of an Event of Default by either party, the Non -Defaulting Party shall have the right to terminate this Lease due to the other's default and has the additional right to pursue a cause of action at law or in equity. In the event of early termination as a remedy to default, Tenant shall be liable to Landlord for a prorated portion of the rent and any utility amounts that would normally be due up and until the date that Tenant surrenders the Premises in accordance with this Lease, subject to offset for any damages at law or in equity. SECTION 10. General Provisions. (a) Notice. "Notice" shall mean any notice, notification, consent, approval, request, designation, submission, specification, election or other communication required or permitted under this Lease. All Notices shall be in writing and shall be deemed to have been given and received the earlier of (1) the date the Notice is delivered by one party to the other party personally or delivered to the party's address by a party or by a delivery service which records delivery dates, or (2) three days after the Notice is placed in the mail addressed to the other party at the party's address, properly stamped, certified mail, return receipt requested. A party's address shall be as follows or as set forth in a written Notice to the other party: Landlord: Director of Economic Development Anna Economic Development Corporation 120 W . 7th Street Anna, Texas 75409 with a copy to: City Manager City of Anna, Texas LEASE AGREEMENT PAGE 9 120 W . 71" Street Anna, Texas 75409 and to: Clark McCoy Wolfe, Tidwell & McCoy, LLP 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 Tenant: (b) Entire Agreement. This Lease embodies the entire agreement and understanding between the parties as to the lease of the Premises by Tenant and supersedes all prior negotiations, agreements and understandings pertaining to such lease. Any provision of this Lease may be modified, waived or discharged only by an instrument in writing signed by the party against which enforcement of such modification, waiver or discharge is sought. This Lease is not intended to be nor shall it be construed as a service contract or contract for the sale of goods by Tenant to Landlord. Landlord does not by entering into this Lease waive any immunities it may have under common law or statute. Any previous lease between Landlord and Tenant for any part of the Premises is hereby extinguished and terminated. (c) Commission. Tenant and Landlord hereby represent to each other that neither has entered into any agreement or understanding that would give rise to a real estate commission being owed in connection with this Lease, and each of Landlord and Tenant shall indemnify and hold the other harmless against any commission, payment, interest or participation claimed on account of this Lease with any party under any alleged agreement or understanding entered into on that party's behalf with the person or entity claiming the commission, payment, interest or participation. (d) Force Majeure. Each party shall be excused from performing an obligation or undertaking provided for in this Lease for so long as such performance is prevented, delayed, retarded or hindered by an Act of God, fire, earthquake, flood, explosion, action of the elements, war, invasion, insurrection, riot, mob violence, sabotage, strike, lockout, action of labor unions, requisitions, laws, or orders of government or civil or military authorities. (e) Surrender. Upon the expiration of the Term or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord. Tenant shall remove all Personal Property, which are not fixtures (other than fixtures installed by Tenant pursuant to Section 4(f) above, which Tenant may remove at Tenant's expense), and shall return any area altered by Tenant for use into its previous condition, subject to Landlord's election to allow any specific items to remain "as is," which election Tenant may secure only in writing from Landlord. All other installations or improvements, including all infrastructure, LEASE AGREEMENT PAGE 10 structures, buildings, HVAC equipment, paneling, decorating, partitions, railings, mezzanine floors, and galleries made by either party shall be and become upon installation, the property of Landlord and shall be surrendered with the Premises at the expiration or termination of this Lease unless Landlord notifies Tenant to the contrary in writing, in which event Tenant may remove such property at its expense. Any property not promptly removed by Tenant under the provisions of this subsection may, at Landlord's option, be deemed to have been abandoned by Tenant and may be retained by Landlord without any claim by Tenant. Tenant shall in any event repair any damage to the Premises caused by Tenant's removal of any property. (f) Applicable Law, Construction_. The laws of the State of Texas shall govern the validity, performance and enforcement of this Lease. The invalidity or unenforceability of any provision of this Lease shall not affect or impair any other provision. If any provision of this Lease is capable of two constructions, one of which would render the provision invalid and the other of which would make the provision valid, the provision shall have the meaning which renders it valid. The submission of this document for examination does not constitute an offer to lease, this document being effective only upon the conditions stated herein. (g) Time of the Essence. Time is of the essence with respect to each provision, term and covenant of this Lease. (h) Captions. The captions are for convenience and do not limit or define the provisions of this Lease. (i) Gender, Number. Whenever the sense of this Lease requires it, the use of (1) singular number shall be deemed to include the plural, (2) the masculine gender shall be deemed to include the feminine or neuter gender, and (3) the neuter gender shall be deemed to include the masculine and feminine gender. (j) Counterparts. This Lease may be executed in multiple counterparts, each of which shall be an original, but all of which shall constitute one instrument. (k) Contract Interpretation. This Lease is the result of negotiation between the parties, and shall, in the event of any dispute over the meaning or application of any portion thereof, be interpreted fairly and reasonably, and not to be more strictly construed against one party than another, regardless of which party originally drafted the language in dispute. (1) No Joint Venture. It is acknowledged and agreed by the parties that the terms hereof are not intended to and shall not be deemed to create a partnership or joint venture among the parties. (m) Binding Effect. All provisions of this Lease shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. SIGNATURE PAGES FOLLOW. LEASE AGREEMENT PAGE 11 SIGNATURES: LANDLORD: ANNA ECONOMIC DEVELOPMENT CORPORATION By: Name: STATE OF TEXAS Bruce Norwood, its President COUNTY OF COLLIN This instrument was acknowledged before me on the day of 2022, by Bruce Norwood, President of Anna Economic Development Corporation, a Type A corporation created pursuant to the Texas Development Corporation Act of 1979, as amended and codified, on behalf of said Type A corporation. Notary Public/State of Texas TENANT: 3 NATIONS BREWING, LLC By: John Royer, its President STATE OF TEXAS COUNTY OF COLLIN This instrument was acknowledged before me on the day of ,2022, by John Royer, President of 3 Nations Brewing, LLC. Notary Public/State of Texas LEASE AGREEMENT PAGE 12 EXHIBIT A SURVEY AND PROPERTY DESCRIPTION --.� �A j� -- -- - ----r-----. - - - �---� AM- w== EXHIBIT B TITLE POLICY AND PERMITTED EXCEPTIONS Any and all easements and encumbrances of any kind recorded in the Collin County, Texas land records pertaining to the Premises or granted or conveyed by Landlord in accordance with applicable provisions of the Lease. EXHIBIT C TENANT'S CERTIFICATE AND AGREEMENT THIS TENANT'S AS -IS CERTIFICATE AND AGREEMENT (this "Agreement"), is made as the day of , 2022 by ANNA ECONOMIC DEVELOPMENT CORPORATION, a Type A corporation created pursuant to the Texas Development Corporation Act of 1979, as amended and codified ("Landlord") and 3 Nations Brewing, LLC ("Tenant"). RECITALS WHEREAS, pursuant to the terms of that certain Lease Agreement, effective as the day of , 2022, by and between Landlord and Tenant (as the same may have been amended or modified, the "Lease"), Landlord agreed to lease to Tenant, inter alia, that certain Premises legally described on Exhibit A attached thereto and incorporated herein by this reference, the improvements located thereon and certain rights appurtenant thereto, all as more particularly described in the Lease. Initially capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Lease; and WHEREAS, the Lease requires, inter alia, that, as a condition precedent to Landlord's obligations under the Lease, Tenant shall execute and deliver this Agreement to Landlord at Closing. NOW, THEREFORE, in consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Tenant hereby certifies and agrees as follows: 1. For purposes of this Agreement, the following terms shall have the following meanings: "Assumed Liabilities" shall mean any and all Liabilities attributable to the physical condition of the Premises, other than latent defects or conditions unknown to Tenant at the Effective Date, or conditions giving rise to work or repairs agreed to be done by Landlord, arising on or after the date hereof and attributable to events or circumstances which may hereafter occur, including, without limitation, (a) all Liabilities with respect to the condition of the Premises for which Tenant is to be responsible for repairs or maintenance under this Lease; (b) all Liabilities relating to the release of or the presence, discovery or removal of any Hazardous Materials caused by Tenant in, at, about or under the Premises, or for, connected with or arising out of any and all claims or causes of action based upon CERCLA (Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. §§9601 et seq., as amended by SARA (Superfund Amendment and Reauthorization Act of 1986) and as may be further amended from time to time), the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§6901 et seq., or any related claims or causes of action or any other Federal, State or municipal - based statutory or regulatory causes of action for environmental contamination at, TENANT'S AS -IS CERTIFICATE AND AGREEMENT PAGE 1 OF 7 in, about or under the Premises to the extent that any of the foregoing causes of actions or claims arise from or relate to any environmental contamination or violation of Environmental Laws caused or committed by Tenant during Tenant's occupancy of the Premises; and (c) any tort claims made or brought with respect to the Premises arising out of the use or operation thereof by Tenant or its invitees and not arising from Landlord's breach of its obligations under this Lease or with respect to the Premises. Notwithstanding the foregoing, however, "Assumed Liabilities" shall not include any Liabilities arising out of or in connection with: (i) any claims made or causes of action brought by any governmental authority as a result of any violations of any applicable laws that were caused by Landlord or by persons other than Tenant, or its invitees during the Lease term, during the time that Landlord owned title to the Premises; and/or (ii) any and all Liabilities relating to the release of or the presence, discovery or removal of any Hazardous Materials introduced or installed by Landlord or by persons other than Tenant, or its invitees during the Lease term, during or prior to Landlord's period of ownership of the Premises to, in, at, about or under the Premises, or for, connected with or arising out of any and all claims or causes of action based upon CERCLA (Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. §§9601 et seq., as amended by SARA (Superfund Amendment and Reauthorization Act of 1986) and as may be further amended from time to time), the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§6901 et seq., or any related claims or causes of action or any other Federal, State or municipal -based statutory or regulatory causes of action for environmental contamination (collectively "Environmental Laws") at, in, about or under the Premises to the extent that any of the foregoing causes of actions or claims arise from or relate to any environmental contamination or violation of Environmental Laws caused by Landlord, or any person other than Tenant or its invitees, during or prior to Landlord's period of ownership of the Premises. (iii)any and all Liabilities relating to, arising from or based upon latent defects, or conditions giving rise to work required to be done by Landlord under the Lease. The items listed in clauses (i)-(iii) above are referred to collectively as the "Excluded Liabilities". "Tenant's Representatives" shall mean Tenant and any officers, directors and senior employees of Tenant involved with the negotiation of the Lease. "deemed to know" (or words of similar import) shall have the following meaning: TENANT'S AS -IS CERTIFICATE AND AGREEMENT PAGE 2 OF 7 (a) Tenant shall be "deemed to know" of the existence of a fact or circumstance to the extent that: (i) any Tenant's Representative has actual knowledge of such fact or circumstance, or (ii) such fact or circumstance is disclosed by the Lease, or any other Document' delivered to any of Tenant's Representatives. (b) Tenant shall be "deemed to know" that any of Landlord's warranties or representations is untrue, inaccurate or incorrect to the extent that: (i) any Tenant's Representative has actual knowledge of information which is inconsistent with any of Landlord's Warranties, or (ii) the Lease or any Document contains information, which is inconsistent with any of Landlord's warranties or representations. "Documents" shall mean the documents and instruments applicable to the Premises or any portion thereof that any of the Landlord Parties deliver or make available to any Tenant's Representative prior to the date hereof or which are otherwise obtained by any Tenant's Representative prior to the date hereof, including, but not limited to, the Title Commitment, the Survey, the Title Documents, and the Premises Documents. "Due Diligence" shall mean examinations, inspections, investigations, tests, studies, analyses, appraisals, evaluations and/or investigations with respect to the Premises or Premises, the Documents, and other information and documents regarding the Premises, including, without limitation the physical condition of the Premises. "Hazardous Materials" shall mean any substance, chemical, waste or material that is or becomes regulated by any Federal, State or local governmental authority because of its toxicity, infectiousness, radioactivity, explosiveness, ignitability, corrosiveness or reactivity, including, without limitation, asbestos or any substance containing more than 0.1 percent asbestos, the group of compounds known as polychlorinated biphenyls, flammable explosives, oil, petroleum or any refined petroleum product. "Liabilities" shall mean, collectively, any and all losses, costs, damages, claims, liabilities, expenses, demands or obligations of any kind or nature whatsoever. I Tenant is deemed to have knowledge if any fact or circumstance is disclosed by any Documents (a broadly defined term) delivered or made available to Tenant, whether or not Tenant has actual conscious awareness of a particular fact. TENANT'S AS -IS CERTIFICATE AND AGREEMENT PAGE 3 OF 7 "Premises Documents" shall mean, collectively, any documents or instruments which constitute, evidence or create or relate to any portion of the Premises. "Landlord Parties" shall mean and include, collectively, (a) Landlord; (b) its legal counsel; and (c) any third -party consultants engaged by Landlord to evaluate the feasibility of the Lease. 2. Tenant acknowledges and agrees that, prior to the date hereof: (a) Landlord has made available to Tenant, or otherwise allowed Tenant access to, the Premises; (b) Tenant has conducted (or has waived its right to conduct) all Due Diligence as Tenant considered necessary or appropriate; (c) Tenant has reviewed, examined, evaluated and verified the results of its Due Diligence to the extent it deems necessary or appropriate with the assistance of such experts as Tenant deemed appropriate; and (d) except for, and only to the extent of, Landlord's warranties and representations contained in the Lease, is acquiring the Premises based exclusively upon its own Due Diligence. 3. Tenant acknowledges and agrees that, except for, and only to the extent of, Landlord's warranties and representations under the Lease: (a) The Premises is being demised, and Tenant is accepting possession of the Premises on the date hereof, "AS IS, WHERE IS, WITH ALL FAULTS", with no right of setoff or reduction in any payment of Rent or Additional Rent which may become due under the Lease, excepting any Excluded Liabilities, latent defects, or work required to be done by Landlord under the Lease. (b) Except as stated in this Lease, none of the Landlord Parties have or shall be deemed to have made any verbal or written representations, warranties, promises or guarantees (whether express, implied, statutory or otherwise) to Tenant with respect to the physical condition of the Premises, any matter set forth, contained or addressed in the Documents (including, but not limited to, the accuracy and completeness thereof) or the results of Tenant's Due Diligence. (c) Tenant has confirmed independently all information that it considers material to its acceptance of the Premises. (d) Tenant is not relying on (and Landlord and each of the other Landlord Parties does hereby disclaim and renounce) any representations or warranties of any kind or nature whatsoever, whether oral or written, express, implied, statutory or otherwise, from any of the Landlord Parties, as to: (i) the operation or performance of the Premises, the income potential, economic status, uses, or the merchantability, habitability or fitness of any portion of the Premises for a particular purpose other than for commercial office use; TENANT'S AS -IS CERTIFICATE AND AGREEMENT PAGE 4 OF 7 (ii) the physical condition of the Premises or the condition or safety of the Premises or any component thereof, including, but not limited to, plumbing, sewer, heating, ventilating and electrical systems, roofing, air conditioning, foundations, soils and geology, including Hazardous Materials, lot size, or suitability of the Premises or any component thereof for a particular purpose other than for commercial office use; (iii) the presence or absence, location or scope of any Hazardous Materials in, at, about or under the Premises; (v) whether the improvements are structurally sound, in good condition, or in compliance with applicable Laws, other than that the Premises have been delivered by the Landlord empty and broom clean, that the HVAC system is in working order at the time of delivery, and that the Premises are suitable for commercial office use; (vi) the dimensions of the Premises or the accuracy of square footage, sketches, or revenue or expense projections related to the Premises; (vii)the locale of the Premises, the leasing market for the Premises, or the market assumptions Tenant utilized in its analysis of the Premises and determination of the Rent amount; and (viii)whether the Premises is or would likely constitute a target of terrorist activity or other acts of war. (e) Except as otherwise set forth in the Lease, Landlord is under no duty to make any affirmative disclosures or inquiry regarding any matter, which may or may not be known to any of Landlord Parties regarding the physical condition of the Premises, and Tenant, for itself and for its successors and assigns, hereby specifically waives and releases each of the Landlord Parties from any such duty that otherwise might exist. 4. Except as may be provided in the Lease regarding any repairs agreed to be done by Landlord, any repairs or work required by Tenant are the sole responsibility of Tenant, and Tenant agrees that there is no other obligation on the part of Landlord to make any changes, alterations or repairs to the Premises, including, without limitation, to cure any violations of Law, comply with the requirements of any insurer or otherwise. Except as may be provided in the Lease, Landlord is solely responsible for obtaining any certificate of occupancy or any other approval or permit necessary for the transfer or occupancy of the Premises; provided further, Landlord is responsible for any repairs or alterations necessary to obtain the same, at Landlord's sole cost and expense. 5. Tenant (i) having inspected the Premises as described above, (ii) having conducted, reviewed, examined, evaluated and verified the results of all Due Diligence to the extent Tenant deems appropriate as described above, (iii) having TENANT'S AS -IS CERTIFICATE AND AGREEMENT PAGE 5 OF 7 notified Landlord of any changes, alterations or repairs required to be made to the Premises that Tenant has discovered as a result of such Due Diligence at the time of the signing of this Lease, and (iv) having determined that Tenant shall accept the Premises based exclusively upon its own Due Diligence (except for, and only to the extent of, Landlord's warranties and representations under the Lease), then, accordingly, Tenant agrees with Landlord that Tenant is in fact accepting the Premises based exclusively upon its own Due Diligence, except for, and only to the extent of, Landlord's warranties and representations under the Lease, and to evidence the foregoing, Tenant agrees to release Landlord as set forth below. Accordingly, except as expressly provided herein below in this Section 5, Tenant, for Tenant and Tenant's successors and assigns, hereby releases each of the Landlord Parties from, and waives any and all Assumed Liabilities against each of the Landlord Parties for or attributable to or in connection with the Premises, whether arising or accruing before, on or after the date hereof and whether attributable to events or circumstances, which have heretofore or may hereafter occur. Notwithstanding the foregoing, the release and waiver set forth in this Section 5 is not intended and shall not be construed as (i) affecting or impairing any rights or remedies that Tenant may have against Landlord as a result of a breach of any of Landlord's warranties and representations under the Lease, or (ii) shifting to Tenant any obligation, responsibility or liability for any Liability that does not constitute an Assumed Liability. Landlord hereby confirms it takes responsibility and liability for the Excluded Liabilities. 6. Tenant hereby assumes and takes responsibility and liability for all Assumed Liabilities. Notwithstanding the foregoing, nothing in this Section 6 shall be construed to affect or limit Tenant's rights or remedies against Landlord as a result of Landlord's breach of Landlord's warranties and representations under the Lease. 7. Tenant expressly understands and acknowledges that it is possible that unknown Assumed Liabilities may exist with respect to the Premises and that Tenant explicitly took that possibility into account in determining and agreeing to accept the Premises, and that a portion of such consideration, having been bargained for between parties with the knowledge of the possibility of such unknown Assumed Liabilities has been given in exchange for a full accord and satisfaction and discharge of all such Assumed Liabilities, except for Assumed Liabilities arising as a result of Landlord's breach of Landlord's warranties and representations under the Lease. 8. Tenant acknowledges and agrees that the provisions of this Agreement were a material factor in Landlord's agreement to lease the Premises to Tenant and, while Landlord has provided the Documents and cooperated with Tenant, Landlord is unwilling to lease the Premises unless the Landlord Parties are expressly released as set forth in Section 5 and Tenant assumes the obligations specified in Section 6. TENANT'S AS -IS CERTIFICATE AND AGREEMENT PAGE 6 OF 7 9. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. 10. If any term or provision of this Agreement or the application thereof to any persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. IN WITNESS WHEREOF, Tenant has executed this Agreement as of the date first set forth hereinabove. 3 Nations Brewing, LLC By: John Royer, its President STATE OF TEXAS § COUNTY OF COLLIN § This instrument was acknowledged before me on the day of 2022, by John Royer, President of 3 Nations Brewing, LLC. Notary Public/State of Texas TENANT'S AS -IS CERTIFICATE AND AGREEMENT PAGE 7 OF 7