Loading...
HomeMy WebLinkAboutRes 2024-06-1645 CDC Project Including Purchase & Sale Contract with LeasebacksCITY OF ANNA, TEXAS RESOLUTION NO. 20 oZH - 0(0 - 1(.045 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS APPROVING A PROJECT OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION INCLUDING A PURCHASE AND SALE CONTRACT WITH LEASEBACKS FOR PROPERTY OWNED BY BENGAL ANNA PLAZA, LLC, AND FAIZUR RAHMAN LOCATED ALONG OR NEAR STATE HIGHWAY 5 AND SALE OR EXCHANGE OF ADDITIONAL PROPERTY LOCATED ALONG OR NEAR STATE HIGHWAY 5 WHEREAS, the Anna Community Development Corporation (the "CDC") Board of Directors met on June 20, 2024, and approved purchase and sale agreements in the form of real estate contracts including provisions for leasebacks and exchange of additional property necessary to obtain ownership of all or portions of certain real estate as described in further detail in the attached Exhibit A (the "Project"); and WHEREAS, the City Council City of Anna, Texas (the "City Council") finds that the Project will promote new or expanded business development in and near the City of Anna, Texas; and NOW THEREFORE, BE IT RESOLVED BY CITY COUNCIL OF THE 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 and ratifies the CDC undertaking all obligations, entering into all agreements, expending all necessary funds, and taking all necessary actions to complete the Project. ADOPTED AND APPROVED on this 251h day of June 2024. ATTEST: APPROVED: Carrie L. Land, City Secretary \\\ """'//�F,�et6 Cain, Mayo UI3 CONTRACT FOR SALE AND LEASEBACK OF REAL PROPERTY This Contract for Sale and Leaseback of Real Property (this "Agreement") is made on the 6' day of June 2024 by and amongst Bengal Anna Plaza, LLC, a Texas limited liability company with its principal place of business at 551 Ambrym Dr, Fairview, TX 75069 ("Bengal"), Faizur Rahman, an individual natural person residing at 551 Ambrym Dr, Fairview, TX 75069 ("Rahman") and the Anna Community Development Corporation, a Texas type b Development Corporation located at 120 W. 7`h Street, Anna, Texas 75409 (the "CDC"). Recitals Bengal is the owner of real property including the tract described below (the `Bengal Property"), located at the street address commonly known as 699 S. Powell Parkway, Anna, Texas 75409, situated in the Henry Brantley Survey, Abstract No. 71, in the City of Anna, Collin County, Texas, and being all of that called 0.44 acre tract of land, described in deed to Bengal Anna Plaza, LLC, as recorded under Document No. 20211018002118710, of the Official Public Records, Collin County, Texas, said tract being more particularly described in Exhibit A-1 attached to this Agreement. Bengal desires to sell and the CDC desires to purchase the Property in fee simple on the terms stated below, with conveyance to be made by special warranty deed. The CDC and Bengal desire that Bengal lease and occupy the Bengal Property (the "Bengal Leaseback") for a certain period of time after the CDC purchases the Property on the terms stated below and in the Bengal Leaseback. Rahman is the owner of real property including the tract described below (the "Rahman Property"), located at the street address commonly known as 601 S. Powell Parkway, Anna, Texas 75409, situated in the Henry Brantley Survey, Abstract No. 71, in the City of Anna, Collin County, Texas, and being all of that called 0.66 acre tract of land, described in deed to Faizur Rahman, as recorded under Document No. 2023000119864, of the Official Public Records, Collin County, Texas, said tract being more particularly described in Exhibit A-2 attached to this Agreement. Rahman desires to sell and the CDC desires to purchase the Property in fee simple on the terms stated below, with conveyance to be made by special warranty deed. The CDC and Rahman desire that Rahman lease and occupy the Rahman Property (the "Rahman Leaseback") for a certain period of time after the CDC purchases the Property on the terms stated below and in the Rahman Leaseback. The effective date of this Agreement is the date upon which this Agreement has been duly approved by the City and has been executed by all parties named above (the "Effective Date"). Bengal, Rahman and the CDC contract as follows incorporating the recitals set forth above: Section 1. Purchase Price/Earnest Money The cash purchase price of the Property is $2,750,000 (the "Purchase Price") payable to Bengal and Rahman at Closing and thereafter to be divided between Bengal and Rahman as they determine in their sole discretion except that Bengal and Rahman acknowledge that they are separately obligated to pay their real estate broker, RE/MAX Signature Properties ("Sellers' Broker"), from the Purchase Price paid at closing the amount of $50,000. Notwithstanding any provision of this Agreement, the CDC shall have no obligation to pay any sum to Sellers' Broker. Section 2. Title Company/Property Tax/Additional Obligations 2.1 On the execution of this Agreement, the CDC shall deliver a copy of same to Titan Title & Closing, LLC located at 7005 Chase Oaks Blvd., Ste. 130, Plano, TX 75025 (the "Title Company") along with Earnest Money in the amount of $10,000 which shall be applied to the Purchase Price at Closing. CONTRACT FOR SALE AND LEASEBACK OF REAL PROPERTY PAGE 1 2.2 At Closing (as defined in Section VI of this Agreement), the CDC will pay the full amount of the Purchase Price to Bengal with the passing of title of the Property to the CDC as specified in this Agreement. The Purchase Price shall be paid in U.S. dollars in the form of a cashier's check or other form acceptable to Bengal. 2.3 Bengal shall be solely responsible to timely pay or cause to be paid all 2024 ad valorem taxes prorated for the time period up until closing and all previous years' ad valorem taxes on the Bengal Property. Rahman shall be solely responsible to timely pay or cause to be paid all 2024 ad valorem taxes prorated for the time period up until closing and all previous years' ad valorem taxes on the Rahman Property. 2.4 At Closing —in addition to payment of the Purchase Price —the CDC shall transfer and convey fee simple ownership of a tract of land to Bengal and Rahman (the "CDC Tract"), said tract being a f2.00-acre tract of real property depicted and labeled as "Lot 2" in Exhibit A-3 attached to this Agreement. This Agreement is wholly conditioned upon the CDC obtaining ownership of the CDC Tract at or before Closing. If the CDC does not obtain ownership of the Property at or before Closing then this Agreement shall be deemed terminated, null and void, and the Earnest Money shall be paid to Bengal and Rahman. 2.5 Bengal and Rahman shall have a deadline of 36 months (the "Store Deadline") after the Closing to construct and obtain a certificate of occupancy for a convenience store ("C-Store") to be located and which must be operating on the CDC Tract. Subject to applicable laws and regulations, Bengal and Rahman shall have the freedom to build this C-Store entirely within their own discretion without any guidelines or direction from the CDC, except for the provisions outlined in this paragraph. Said convenience store shall have at least 4,300 square feet of air-conditioned interior space open to the public. If Bengal and Rahman meet the Store Deadline and other provisions of this paragraph, the CDC shall pay, within thirty (30) days of obtaining the certificate of occupancy for the C-Store, Bengal and Rahman in the full amount of $200,000, which shall thereafter be divided between Bengal and Rahman as they determine in their sole discretion. If the Store Deadline is not fully met then the CDC shall not have any obligation to pay said $200,000 amount, unless the CDC Tract, through no fault of Bengal or Rahman, was not able to be developed because: (1) a lien or other encumbrance existing before the CDC transferred the CDC Tract to Bengal and Rahman; or (2) the City of Anna, Texas (the "City") failing to change the zoning classification to allow operation of a C-Store provided that Bengal and Rahman diligently and properly apply for such zoning change. In this case, the CDC shall still be obligated to pay Bengham and Rahman the $200,000 fee. Bengal and Rahman agree not to sell all or any portion of the CDC Tract until the C-Store is completed and in operation after having been issued a valid certificate of occupancy. 2.6 If the C-Store is not completed and in operation after having been issued a valid certificate of occupancy within ten years of Closing, ownership in fee simple title of the CDC Tract shall revert back to the CDC and Bengal and Rahman or their successors, heirs, or assigns shall execute all instruments and take all reasonable actions in cooperation with the CDC to vest and record fee simple ownership and clear title to the CDC. This Section 2.6 will not apply if Bengal and Rahman were legally prevented from building the C-Store through no fault of Bengal and/or Rahman due to the following matters related to the CDC Tract: (1) a lien or other encumbrance existing before the CDC transferred the CDC Tract to Bengal and Rahman; or (2) the City failing to change the zoning classification to allow operation of a C-Store provided that Bengal and Rahman diligently and properly apply for such zoning change. 2.7 At Closing, the CDC and Bengal shall enter into a leaseback agreement (the "Bengal Leaseback") under which the CDC shall lease the Bengal Property to Bengal to allow for its current use by Bengal to continue for two years after the Closing, including Bengal's right to collect and retain rent of any tenants leasing from Bengal on the Property during said two-year time period. 2.8 At Closing, the CDC and Rahman shall enter into a leaseback agreement (the "Rahman Leaseback") under which the CDC shall lease the Rahman Property to Rahman to allow for its current use by Rahman to continue for two years after the Closing, including Rahman's right to collect and retain rent of any tenants leasing from Rahman on the Property during said two-year time period. CONTRACT FOR SALE AND LEASEBACK OF REAL PROPERTY PAGE 2 Section 3. Surveys/ Feasibility Period 3.1 Not later than 30 days after the Effective Date, the CDC, at its sole cost, will furnish the Title Company with a survey of the Bengal Property and the Rahman Property. The survey shall be a current on -the -ground survey that substantially complies with the requirements of a Category IA, Condition I or II (as applicable) survey in the Manual of Practice for Land Surveying in the State of Texas promulgated by the Texas Board of Professional Land Surveying, as amended, and shall be adequate to enable the Title Company to delete the survey exception in the Title Policy (except for "shortages in area"), at the CDC's expense. If, for any reason, the Closing does not occur, the surveys referenced herein shall remain the property of the CDC. 3.2 The CDC shall have sixty (60) calendar days (the "Feasibility Review Period") after the Effective Date in which to conduct environmental testing, geotechnical borings and other studies of the Property as determined by the CDC in its sole discretion and at its sole cost, and, in connection therewith, the CDC and its agents and contractors shall have the right of entry onto the Property for such purposes. If the CDC determines, in its sole discretion, that the Bengal Property and/or the Rahman Property is not suitable for the CDC'S intended use or purpose or for no reason at all, the CDC shall have the right upon written notice to Bengal and Rahman within the Feasibility Review Period to terminate this Agreement in which event the Earnest Money shall be fully and completely refunded to the CDC. If the CDC terminates this Agreement in accordance with this Section 3.2, the parties shall have none of the obligations set forth under Section 2 or otherwise set forth in this Agreement. Section 4. Titles and Title Investigation 4.1 Title Commitment. Within 15 days of the expiration of the Feasibility Review Period, the title officer shall have examined the abstracts covering the Property and shall have furnished: (1) the CDC with a Title Commitment for title to the Bengal Property and the Rahman Property and legible copies of the instruments referenced in said Title Commitment. "Title Commitment" means a Commitment for Issuance of a Title Policy, stating the condition of title to the Property. The "effective date" stated in the Title Commitment must be after the Effective Date of this Agreement. "Title Policy" means an Owner Policy of Title Insurance issued by Title Company, in conformity with the last Title Commitment delivered to and approved by the respective parties to this Agreement. The CDC shall pay all costs associated with any Title Commitment issued to the CDC under this Agreement. 4.2 Title Objections. Within 15 days of the date that the CDC receives the Title Commitment ("Title Objection Deadline") the CDC shall have reviewed the Title Commitment and CDC Survey and notify Title Company of its objections to any of them ("Title Objections"). The CDC will be deemed to have approved all matters reflected by the Title Commitment to which the CDC has made no Title Objection by the Title Objection Deadline. The matters that the CDC either approves or is deemed to have approved are "Permitted Exceptions." If the CDC notifies the title company of any Title Objections, the then current owner of the tract in question has fifteen (15) days from receipt of the Title Objections to notify the CDC whether the owner agrees to cure the Title Objections before Closing ("Cure Notice"). If an owner does not timely provide its Cure Notice or timely gives its Cure Notice but does not agree to cure all the Title Objections before Closing, the CDC may, within five days after the deadline for the giving of the Cure Notice (said five-day period being referenced herein as the "CDC Notice Deadline"), notify the owner that either this Agreement is terminated or the CDC will proceed to close, subject to such objections, which the CDC shall accept and to which Bengal has no responsibility to cure. Section 5. Leaseback and Existing Leases 5.1 Simultaneously with Closing and transfer of title of the Bengal Property to the CDC, Bengal and the CDC shall execute and deliver the Leaseback of the Bengal Property with CDC as lessor and Bengal as lessee, in the form and content set forth in Exhibit B-1 attached to this Agreement (the "Bengal Leaseback"). The Bengal Leaseback shall terminate upon the expiration of 24 full months after the month in which Closing occurs or earlier if terminated earlier in accordance with the terms of the Bengal Leaseback. CONTRACT FOR SALE AND LEASEBACK OF REAL PROPERTY PAGE 3 5.2 Bengal represents and warrants that it is the sole owner of the Bengal Property and agrees that Bengal shall indemnify and hold the CDC harmless from any Claim by any person or entity claiming any right(s) under any lease, leasehold interest, or other possessory interest in the Bengal Property and/or any events or incidents occurring on the Bengal Property until such time as the Bengal Leaseback terminates. Nothing in this Agreement shall be construed to limit, restrict, or otherwise modify any obligations including without limitation indemnification or hold harmless provisions set forth in the Bengal Leaseback. In the event of any conflict between this Agreement and the Bengal Leaseback, the Bengal Leaseback will control. 5.3 Simultaneously with Closing and transfer of title of the Rahman Property to the CDC, Rahman and the CDC shall execute and deliver the Leaseback of the Rahman Property with CDC as lessor and Rahman as lessee, in the form and content set forth in Exhibit B-2 attached to this Agreement (the "Rahman Leaseback"). The Rahman Leaseback shall terminate upon the expiration of 24 full months after the month in which Closing occurs or earlier if terminated earlier in accordance with the terms of the Rahman Leaseback. 5.4 Rahman represents and warrants that it is the sole owner of the Rahman Property and agrees that Rahman shall indemnify and hold the CDC harmless from any claim by any person or entity claiming any right(s) under any lease, leasehold interest, or other possessory interest in the Rahman Property and/or any events or incidents occurring on the Rahman Property until such time as the Rahman Leaseback terminates. Nothing in this Agreement shall be construed to limit, restrict, or otherwise modify any obligations including without limitation indemnification or hold harmless provisions set forth in the Rahman Leaseback. In the event of any conflict between this Agreement and the Rahman Leaseback, the Rahman Leaseback will control. Section 6. Closing of Title The Closing of the purchase, sale, and exchange of the Bengal Property, the Rahman Property, and the CDC Tract under the terms of this Agreement ("Closing") shall occur on or before the expiration of 20 days after the CDC Notice Deadline or another date as may be mutually agreed to in writing by the CDC, Bengal and Rahman; provided, however, that Closing shall occur on or before October 23, 2024 or this Agreement shall terminate. Each party shall pay their own closing costs and attorney fees related to these transactions. Section 7. Miscellaneous 7.1 Notices. Any notice required by or permitted under this Agreement must be in writing. Any notice required by this Agreement will be deemed to be delivered (whether actually received or not) when deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address shown in this Agreement. Notice may also be given by regular mail, personal delivery, courier delivery and will be effective when actually received. Any address for notice may be changed by written notice delivered as provided herein. To the CDC: Anna Community Development Corporation 120 W. 71h Street Anna, Texas 75409 With a copy to: Clark McCoy Wolfe, Tidwell & McCoy, LLP 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 CONTRACT FOR SALE AND LEASEBACK OF REAL PROPERTY PAGE 4 To Bengal: Bengal Anna Plaza, LLC 551 Ambrym Dr, Fairview, TX 75069 To Rahman: Faizur Rahman 551 Ambrym Dr, Fairview, TX 75069 7.2 Entire Contract. This Agreement, together with its recitals, exhibits, and any documents required to be delivered at Closing constitute the entire agreement of the parties concerning the purchase and sale of the real property subject to sale, purchase, exchange, and leasebacks hereunder. There are no oral representations, warranties, agreements, or promises pertaining to the subject of this Agreement not incorporated in writing in this Agreement. 7.3 Amendment. This Agreement may be amended only by an instrument in writing signed by all parties. 7.4 Assignment. This Agreement shall not be assigned by either party without the other party's written consent for assignment to a specific buyer. 7.5 Survival. Unless otherwise stated herein, the obligations of this Agreement that cannot be performed before termination of this Agreement or before Closing will survive termination of this Agreement or Closing, and the legal doctrine of merger will not apply to such obligations. 7.6 Choice of Law; Venue; Alternative Dispute Resolution. This Agreement will be construed under the laws of the state of Texas, without regard to choice -of -law rules of any jurisdiction. Exclusive venue for any dispute arising under, in connection with, or in any manner related to this Agreement is in Collin County, Texas. Time permitting, the parties will submit in good faith to a nonbinding alternative dispute resolution process (mediation) before filing a suit concerning this Agreement. The parties shall not under any circumstances be required to submit any dispute to arbitration. 7.7 Waiver of Default. It is not a waiver of default if the nondefaulting party fails to declare or delays declaring a default or delays taking any other action with respect to the default. 7.8 No Third -Party Beneficiaries. There are no third -party beneficiaries of this Agreement. 7.9 Severability. The provisions of this Agreement are severable. If a court of competent jurisdiction finds that any provision of this Agreement is unenforceable, the remaining provisions will remain in effect without the unenforceable parts. 7.10 Ambiguities Not to Be Construed against Party Who Drafted Contract. The rule of construction that ambiguities in a document will be construed against the party who drafted it will not be applied in interpreting this Agreement. 7.11 No Special Relationship. The parties' relationship is an ordinary commercial relationship, and they do not intend to create the relationship of principal and agent, partnership, joint venture, or any other special relationship. 7.12 Counterparts. If this Agreement is executed in multiple counterparts, all counterparts taken together will constitute this Agreement. 7.13 Confidentiality. The parties will keep confidential this Agreement, this transaction, and all information learned in the course of this transaction, except to the extent disclosure is required by law or court order or to enable third parties to advise or assist a party to investigate title or either party to close this transaction. CONTRACT FOR SALE AND LEASEBACK OF REAL PROPERTY PAGE 5 7.14 Attorneys! Fees. The prevailing party in any proceeding brought to enforce this Agreement, or brought relating to the transaction contemplated by this Agreement, will be entitled to recover, from the non -prevailing party, court costs, reasonable attorneys' fees and all other reasonable related expenses. 7.15 Contract as Offer. The execution of this Agreement by the first party to do so constitutes an offer to purchase or sell the Property. If the other party does not accept that offer by signing this Agreement and delivering a fully executed copy to the first parry within ten (10) days after the date this Agreement is executed by the first party, then the first party may withdraw that offer by delivering a written notice to the other party. 7.16 Commission. Except as expressly set forth in this Agreement, the parties 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 Agreement or the conveyance or lease of any property, and each of the parties shall indemnify and hold the other harmless against any commission, payment, interest or participation claimed on account of this Agreement with any party under any alleged agreement or understanding entered into on that parry's behalf with the person or entity claiming the commission, payment, interest or participation. Io witness of their agreement, the parties have executed this Agreement on the date(s) shown below. ANNA COMMUNITY DEVELOPMENT CORPORATION, (' U.\ a Texas Type B vent Corporation By: Printed Name: t C Title: r/P Date: al ao2y STATE OF TEXAS 1:Ke111ZILMdle)Z416.4#I I Bef the undersigned notary public, on the} day of :> i )t�,P 2024, personally appeared QokeY �_ (mown to me (or proved to me) to be the person whose name \isy-\"/1bscribed to the foregoing i s ent and acknowledged to me that he executed the same in his capacity as T and on behalf of�. Ay P NATALIE M TUTTLE in Notary ID #126730920 VFW My Commission Expires r December 27, 2024 J1Ma��_k o .�jjj_� Notary Public, State of Texas CONTRACT FOR SALE AND LEASEBACK OF REAL PROPERTY PAGE 6 BENGAL ANNA PLAZA, LLC, a Texas limited liability company By: Faizur ahman, its Manager and Owner STATE OF TEXAS COUNTY OF COLLIN § Before me, the undersigned notary public, on the 11 day of 2024, personally appeared Faizur Rahman known to me (or proved to me) to be the person whose na is subscribed to the foregoing instrument and acknowledged to me that he executed the same in his capacity as Manager and Owner of Bengal Anna Plaza, LLC. FAIZUR RAHMAN, an individual natural person Faizur Rahman STATE OF TEXAS Notary Public, State of Texas C H O L K I M MY COMMISSION EXPIRES *' * 09/13/24 &1005' NOTARY ID: 126650676 COUNTY OF COLLIN § Before me, the undersigned notary public, on the It day of 2024, personally appeared Faizur Rahman known to me (or proved to me) to be the person whose nam 's subscribed to the foregoing instrument and acknowledged to me that he executed the same. CHOL KIM Notary Public, State of Texas MY COMMISSION EXPIRES * * 09/13/24 y�oFjPr= NOTARY ID: 126650676 Title Company Receipt Title Company acknowledges receipt of a copy of this Agreement executed by Bengal, Rahman, and the CDC. Titan Title & Closing, LLC By: Printed Name: Title: Date: 2024. CONTRACT FOR SALE AND LEASEBACK OF REAL PROPERTY PAGE 7 Exhibit A-1 Legal Description of Bengal Property 0.044 ACRES Being a tract of land, situated in the Henry Brantley Survey, Abstract No. 71, in the City of Anna, Collin County, Texas, and being all of that called 0.44 acre tract of land, described in deed to Bengal Anna Plaza, LLC, as recorded under Document No. 20211018002118710, of the Official Public Records, Collin County, Texas (O.P.R.C.C.T.), said tract being more particularly described, as follows: BEGINNING at a 5/8" iron rod with a yellow plastic cap stamped "NTS" set (herein after referred to as a capped iron rod set) for the northwesterly corner of said 0.44 acre tract, same being in the easterly monumented line of S. Powell Parkway (State Highway No. 5), said corner also being the southwesterly corner of a called 0.66 acre tract of land, described in deed to Faizur Rahman, as recorded under Document No. 2023000119864, O.P.R.C.C.T.; THENCE South 89'00'04" East, along the common line between said 0.44 acre and 0.66 acre tracts, a distance of 112.70' to a point for corner, being the northeasterly corner of said 0.44 acre tract, same being the northwesterly comer of Lot 1, WHITE'S FIRST ADDITION, an addition to the City of Anna, as recorded in Volume 2006, Page 222, O.P.R.C.C.T., from which a 1/2" iron rod found bears, North 68'55'14" West, a distance of 0.62% THENCE South 02'34'32" West, along the common line between said Lot 1 and 0.44 acre tract, passing the southwesterly corner of said Lot 1, same being the northwesterly corner of a tract of land, described in deed to Aziz Hassan, as recorded under Document No. 20200211000190860, O.P.R.C.C,T., at a distance of 60.00', and continuing along the common line between sold 0.44 acre tract and said Hassan tract, a total distance of 174.58' to an "X" set for the southeasterly corner of said 0.44 acre tract, being in the northeasterly monumented line of White Street, from which a 1/2" iron rod found bears, South 02'34'32" West, a distance of 35.06'; THENCE North 81'35'46" West, along the northeasterly monumented line of White Street, a distance of 102.63' to an "X" set at the southeasterly end of a corner clip, at the intersection of White Street and S. Powell Parkway; THENCE North 40'16'18" 'Nest, along said corner clip, a distance of 21.44' to an "X" set in concrete, being the northwesterly end of said corner clip and being in the easterly monumented line of S. Powell Parkway; THENCE North 04'09'48" East, along the easterly monumented line of S. Powell Parkway, a distance of 145.40' to the POINT OF BEGINNING and containing 19,092 square feet or 0.439 acres of land, more or less. Exhibit A-2 Legal Description of Rahman Property 0.661 ACRES Being a tract of land, situated in the Henry Brantley Survey, Abstract No. 71, in the City of Anna, Collin County, Texas, and being all of that called 0.66 acre tract of land, described in deed to Faizur Rahman, as recorded under Document No. 2023000119864, of the Official Public Records, Collin County, Texas (O.P.R.C.C.T.), said tract being more particularly described, as follows: BEGINNING at a 5/8" iron rod with a yellow plastic cap stamped "NTS" found for the northeasterly corner of said 0.66 acre tract, same being the southwesterly corner of a tract of land, described in deed to Kristen Harkless, as recorded under Document No. 20170530000693560, O.P.R.C.C.T., same being in the westerly monumented line of Interurban Street; THENCE South 02'46'21" West, along the westerly monumented line of Interurban Street, a distance of 109.76' to a 5/8" iron rod with a yellow plastic cap stamped "NTS" set (herein after referred to as a capped iron rod set) for the southeasterly corner of said 0.66 acre tract, same being the northeasterly corner of Lot 1, of WHITE'S FIRST ADDITION, an addition to the City of Anna, recorded in Volume 2006, Page 222, O.P.R.C.C.T.; THENCE North 88'55'14" West, along the common line between said Lot 1 and said 0.66 acre tract, a distance of 150.70' to a point for corner, being the northwesterly corner of said Lot 1, same being the northeasterly corner of a called 0.44 acre tract of land, described in deed to Bengal Anna Plaza, LLC, as recorded under Document No. 20211018002118710, O.P.R.C.C.T., from which a 1/2" iron rod found bears, North 88'55'14" West, a distance of 0.62'; THENCE North 89'00'04" West, along the common line between said 0.66 and 0.44 acre tracts, a distance of 112.70' to a 5/8" iron rod with a yellow plastic cap stamped "NTS" set for the southwesterly corner of said 0.66 acre tract, same being the northwesterly corner of said 0.44 acre tract, said corner also being in the easterly monumented line of S. Powell Parkway (State Highway No. 5); THENCE North 04'08'53" East, along the easterly monumented line of S. Powell Parkway, a distance of 109.91' to a 5/8" iron rod with a yellow plastic cap stamped "NTS" found for the northwesterly corner of said 0.66 acre tract, some being in the southerly line of called 0.26 acre tract of land, described in deed to Scott Harkless, as recorded under Document No. 20160824001116750, O.P.R.C.C.T.; THENCE South 89'09'57" East, along the common line between said 0.66 acre and 0.26 acre tract, a distance of 115.96' to a 1/2" iron rod found for the southeasterly corner of said 0.26 acre tract, some being the southwesterly corner of the aforementioned Kristen Harkless tract; THENCE South 88'46'19" East, along the common line between said Kristen Harkless and 0.66 acre tracts, a distance of 144.81' to the POINT OF BEGINNING and containing 28,805 square feet or 0.661 acres of land, more or less. Exhibit A-3 Depiction of CDC Tract (Lot 2) Nh�CVaMNM�. LLC C\ Ya3�pT.]1w i. \YyLUM CREAGEA SURVEY K� ApggRACC L:O. 161 RONTOR eeoelrklo � County Road No. 373 478.Tr Ixi r�Ne>7 I } I v 1 ' SURVEY' Z.AeBTR�ALT TO.50URVE i71 M tR. LLOCKA EN 445AMIMPT WM ACRU 1.N lrtl lWa.i.. LLC , — ——— -- — — —_ _ D.cMci: rv.. I Ric: I I ,f29T 1 dc� � I I I i I I M1 , / �was`w'�st aRo' e L ciPvua ` o s> a wwwe. �EIIeY IMIebM ov n.c �.r \ Ll�Lot 2 2A0 Acres \ \ ADD�FRONI' \ -VAR SETBACK \ \ Grti.w Re ]0� 9l pft cPoo1/10. CT . Exhibit B-1 Bengal Leaseback LEASEBACK AGREEMENT THIS LEASEBACK AGREEMENT (this "Lease") is entered into by and between the Anna Community Development Corporation, a Texas type-b corporation ("Landlord") and Bengal Anna Plaza, LLC, a Texas limited liability company ("Tenant"). For valuable consideration the parties agree and act as follows: 1. Definitions. The following terms have the meanings set forth below: (a) Board of Directors. The Board of Directors of the Anna Community Development Corporation. (b) Conveyance Agreement. That certain Contract for Sale and Leaseback of Real Property under which fee simple title to the Property is sold and conveyed by Tenant to Landlord (c) Effective Date. The effective date of this Lease and the date upon which this Lease shall take effect is the date of the Closing, as that term is defined in Section VI of the Conveyance Agreement. (d) Lease Term. Unless terminated sooner in accordance with the terms of this Lease, a term commencing upon conveyance of the Property from Tenant to Landlord ("Conveyance Date") under the Conveyance Agreement and ending on the expiration of the last day of the month that is 24 full months after the month during which the Conveyance Date occurred. (e) Leased Premises. The Leased Premises is located in the City of Anna, Collin County, Texas and solely includes: a tract of real property, including without limitation all buildings, structures, and other improvements located thereon, situated in the Henry Brantley Survey, Abstract No. 71, in the City of Anna, Collin County, Texas, and being all of that called 0.44 acre tract of land, described in deed to Bengal Anna Plaza, LLC, as recorded under Document No. 202110180021187 10, of the Official Public Records, Collin County, Texas, said tract being more particularly described in Exhibit 1. (f) Permittees. All officials, officers, directors, sublessees, employees, agents, contractors, customers, visitors, persons, and invitees of Tenant at the Leased Premises. (g) Permitted Exceptions. The conditions, restrictions, easements and encumbrances, if any, affecting title to the Leased Premises set forth in the owner's title of policy insurance obtained by Landlord pursuant to the Conveyance Agreement. (h) Pro roe . The real property that has the same boundaries as the Leased Premises. (i) Specific Use. The use by Tenant or a sublessee of Tenant of the Leased Premises or a portion thereof solely as the site of a convenience store and/or other uses permitted by applicable zoning ordinance of the City of Anna, Texas (the "City") provided that a validly issued certificate(s) of occupancy for any such use is obtained from the City. 2. Demise, Lease Term. (a) Demise and Grant of Leased Premises. Landlord hereby leases to Tenant and Tenant accepts from Landlord under the terms, provisions and conditions of this Lease the Leased Premises solely for the Specific Use commencing on the Effective Date hereof and continuing until the expiration of the Lease Term or earlier termination as hereinafter provided. The Lease Term and this Lease shall automatically expire immediately if: (1) the Leased Premise is used for any purpose other than the Specific Use; or (2) the Specific Use is not continued for a period of more than 30 consecutive days. BENGAL LEASEBACK AGREEMENT PAGE 1 (b) Quiet Enjoyment. Upon Tenant's payment of all rent hereunder as same becomes due and observance and performance of the covenants, terms and conditions to be observed and performed by Tenant pursuant to this Lease, Tenant shall have throughout the Lease Term, peaceful, quiet and undisturbed use and possession of the Leased Premises solely for the Specific Use and all rights and privileges appertaining thereto, subject to the terms, conditions and provisions of this Lease. (c) 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 Leased Premises, subject only to the Permitted Exceptions, and has full right and authority to make this Lease. (2) No Actions. To the best of Landlord's knowledge, there are no actions, suits or proceedings pending or threatened against Landlord and affecting any portion of the Leased 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 Leased Premises or any portion thereof is bound. However, notwithstanding the foregoing or any term or provision of this Lease, any and all rights and obligations of Landlord and Tenant hereunder are subject to and shall not be effective unless and until there has been formal approval or conditional approval by the Board of Directors of this Lease at a duly noticed public meeting. (d) Condition of Leased Premises. TENANT UNDERSTANDS AND ACKNOWLEDGES ITS ACCEPTANCE OF THE LEASED PREMISES IS WITHOUT RECOURSE, REPRESENTATION OR WARRANTY (EXCEPT AS SPECIFICALLY SET OUT HEREIN) OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY AND LANDLORD IS LEASING THE LEASED PREMISES AS IS, WHERE IS, AND WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTY (ALL OF WHICH LANDLORD HEREBY DISCLAIMS) AS TO FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, LAYOUT, FOOTAGE, PHYSICAL CONDITION, OPERATION, COMPLIANCE WITH SPECIFICATIONS, ABSENCE OF LATENT DEFECTS, OR COMPLIANCE WITH LAWS AND REGULATIONS. TENANT HEREBY ASSUMES ALL RISK AND LIABILITY (AND AGREES THAT LANDLORD SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR OTHER DAMAGES) RESULTING OR ARISING FROM OR RELATING TO THE OCCUPANCY, CONSTRUCTION, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR, OR OPERATION OF THE LEASED PREMISES. TENANT ACKNOWLEDGES THAT TENANT HAS INSPECTED THE LEASED PREMISES AND ACCEPTS THE LEASED PREMISES "AS IS," "WHERE IS," AND "WITH ALL FAULTS." 3. Rent. Tenant shall pay Landlord the following amounts: (a) Rent. (1) Tenant shall pay to Landlord as rent ("Rent") for the Leased Premises for the Lease Term, a single lump sum payment of $10, the receipt and sufficiency of which is hereby acknowledged. BENGAL LEASEBACK AGREEMENT PAGE 2 (2) If Tenant occupies or possesses the Leased Premises or any portion thereof after the expiration of the Lease Term for any reason, the Rent shall increase to $10,000 per month or partial month (with no proration) due on the fifth day of each month beginning with the month following expiration of the Lease Term. (b) Intentionally Deleted. 4. Improvements, Additions and Repairs. (a) Delivery of Leased Premises. Landlord shall deliver exclusive possession of the Leased Premises to Tenant upon the beginning of the Lease Term, 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 and, set forth on one or more site plans submitted to and formally approved by the Board of Directors 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, expand any Improvements now or hereafter situated on the Leased Premises. If any such new 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; and (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 legally required permits for same. (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 Leased Premises arising out of the Tenant Improvements, 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, including attorneys fees and related expenses, attributable to any such liens or the removal of same. Tenant's obligations under this paragraph 4(c) shall expressly survive the expiration or earlier termination of this Lease. (d) Environmental. Tenant or any sublessee of Tenant shall use the Leased Premises solely for the Specific Use, shall conduct its business in a lawful manner and shall not make or permit any unlawful use of the Leased Premises. Tenant will, at its own expense, promptly comply with all laws, regulations, and ordinances affecting the Leased 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, RELATED EXPENSES, 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 PREMISES CAUSED BY TENANT, ITS EMPLOYEES, OFFICERS, AGENTS, SUBLESSEES OR REPRESENTATIVES BEFORE OR DURING THE LEASE TERM. FOR PURPOSES HEREOF, THE PHRASE "TOXIC OR HAZARDOUS SUBSTANCES OR MATERIALS" SHALL INCLUDE ITEMS COVERED BY THE BENGAL LEASEBACK AGREEMENT PAGE 3 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. 99-499, 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)-3000), 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 paragraph 4(d) shall expressly survive the expiration or earlier termination of this Lease. (e) Repairs. Tenant shall, at its sole cost and expense, perform all repairs and preventative maintenance necessary to maintain the Leased Premises in good condition and repair, ordinary wear and tear excepted, and keep the Leased Premises in compliance with applicable law throughout the Lease Term. The foregoing shall not in any way impair or limit Tenant's right to make alterations or additions to the Leased Premises as set forth in paragraph above. Tenant's obligations under this paragraph 4(e) shall expressly survive the expiration or earlier termination of this Lease. (f) Tenant's Fixtures. Notwithstanding any provision of this Agreement, Tenant may install in or upon the Leased 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 and equipment upon the Leased Premises. All of said items shall remain Tenant's property whether or not affixed or attached to the Leased Premises. Tenant may remove such items from the Leased Premises at any time during the Lease Term. Nothing contained in this paragraph 4(f) shall diminish Tenant's obligations to maintain the Leased Premises pursuant to paragraph 4(e). (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 Leased Premises for the uses permitted hereby (collectively, "Approvals"). Landlord agrees to reasonably cooperate with Tenant and Tenant agrees to reasonably cooperate with Landlord with respect to its obtaining the Approvals and to execute such documents as may be required in order for Landlord and/or Tenant to obtain such Approvals. Tenant expressly understands and agrees that approval by the Board of Directors of this Lease does not constitute the Board of Directors' granting of an Approval and does not bind the Board of Directors to grant or approve any other Approvals. 5. Utilities. Tenant shall at its own expense arrange with the appropriate utility suppliers for services to the Leased Premises, pay all connection, meter and service charges and deposits required to connect utilities to the Leased Premises, and pay such utility suppliers directly for such services. Landlord shall not pay any sum in connection with utility installation or service on the Leased Premises. 6. Use, Transfers, or Assignments. (a) Tenant's Use. Except as prohibited or restricted by the Permitted Exceptions, Tenant may use the Leased Premises solely for the Specific Use, provided that such purpose and use is 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 Leased Premises. (b) Assignment, Subletting. Tenant shall not assign all or any part of this Lease or sublet all or any part of the Leased Premises without Landlord's written consent, which shall not be unreasonable withheld; provided, however, that Tenant may sublease the Leased Premises to any establishment that currently leases space anywhere BENGAL LEASEBACK AGREEMENT PAGE 4 on the Leased Premises for the Specific Use, which such sublease shall: (1) be in a written form approved by Landlord without unreasonable denial or delay; and (2) terminate automatically at the expiration of the Lease Term or earlier termination as provided in this Agreement. In the case of any assignment or sublease permitted by Landlord, Tenant shall not be released from any liability. 7. Indemnification. Insurance. (a) Indemnification. IN ADDITION TO AND CUMULATIVE OF 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) LANDLORD AND ITS OFFICIALS, 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 RELATED EXPENSES AND LITIGATION COSTS, FINES, PENALTIES, SUITS, PROCEEDINGS, ACTIONS AND CAUSES OF ACTION OF ANY AND EVERY KIND AND NATURE ARISING OUT OF OR RELATING IN ANY WAY TO TENANT'S USE, OCCUPANCY, CONSTRUCTION, MANAGEMENT, CONTROL OR SUBLEASE OF THE LEASED PREMISES, IMPROVEMENTS, REPAIR, OR TENANT'S OPERATIONS, CONDUCT OR ACTIVITIES, UNLESS AND TO THE EXTENT THE SAME IS DUE TO THE NEGLIGENCE, GROSS NEGLIGENCE, OR INTENTIONAL ACTS OR OMISSIONS OF LANDLORD, ITS AGENTS, EMPLOYEES OR CONTRACTORS. TENANT'S OBLIGATIONS UNDER THIS PARAGRAPH 7(a) SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THE LEASE TERM. (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 operations or other use of the Leased Premises, become liable. At a minimum, the insurance policies to be held by the Tenant shall be in effect at all times during the Lease Term, and shall include general liability insurance including personal injury liability, premises operations liability, and contractual liability, covering, but not limited to, the liability assumed under the indemnification and hold -harmless provisions of this Agreement, with limits of liability for bodily injury, death and property damage of not less than $1,000,000.00. 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 Landlord as an additional insured and contain a waiver of subrogation endorsement in favor of the Landlord. Upon request by the Landlord, the Tenant shall provide to the Landlord certificates of insurance evidencing such insurance coverage together with the declaration of such policies, along with the endorsement naming the Landlord as an additional insured. Each such policy shall provide that, at least 30 days prior to the cancellation, non -renewal or modification of the same, the Landlord shall receive written notice of such cancellation, non -renewal or modification. (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 Leased Premises during the Lease Term. (d) Scope. 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 timely premium payments 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 this Lease will continue in full force and effect; provided, however, that Landlord may, but shall not be obligated to, obtain such insurance and be reimbursed by Tenant upon demand. BENGAL LEASEBACK AGREEMENT PAGE 5 (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 Leased Premises; or (2) Tenant or its Permittees. This waiver shall be in effect only so long as the applicable insurance or risk pool 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. 8. Destruction. Condemnation. (a) Destruction. (1) Cancellation. If any portion of the Improvements situated on the Leased Premises shall be damaged or destroyed, this Lease shall continue in full force and effect and shall not be affected thereby. (2) Restoration. In the event of unintended damage or destruction, Tenant shall remove any debris and cause the Leased Premises to be repaired or restored as Landlord may permit in writing, but in any event the Leased Premises shall be repaired or restored to a safe and sightly condition in compliance with all applicable laws. (3) Insurance Proceeds. All of Tenant's insurance proceeds payable with respect to damage or destruction of the Improvements shall be retained by and be the property of Tenant. (b) Condemnation. (1) Taking. 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 Leased Premises, this Lease shall terminate as to the portion so taken but shall remain in full force and effect as to the balance of the Leased Premises. (2) Awards. All compensation awarded for any Taking of the Leased Premises, including any interest of Landlord or Tenant therein, shall be the property of Landlord, and Tenant hereby assigns to Landlord all of Tenant's rights, title and interest in and to any and all such compensation. (3) Restoration. If there is a Taking of all or part of the Leased Premises, Tenant, at its sole discretion and expense, shall restore and rebuild the Leased Premises, in such manner as Landlord may permit in writing, provided that the same shall be in accordance with all applicable laws. 9. 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 required by or permitted under this Agreement must be in writing. Any notice required by this Agreement will be deemed to be delivered (whether actually received or not) when deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address shown in this Agreement. Notice may also be given by regular mail, personal delivery, courier delivery and will be effective when actually received. Any address for notice may be changed by written notice delivered as provided herein. BENGAL LEASEBACK AGREEMENT PAGE 6 To the CDC: City Manager Economic Development Director City of Anna, Texas 120 W. 71' Street Anna, Texas 75409 With a copy to: Clark McCoy Wolfe, Tidwell & McCoy, LLP 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 To Tenant: Bengal Anna Plaza, LLC 551 Ambrym Dr, Fairview, TX 75069 (b) Entire Agreement. This Lease embodies the entire agreement and understanding between the parties as to the lease of the Leased 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 Landlord to Tenant. Landlord does not by entering into this Lease waive any immunities it may have under common law or statute. (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 parry'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 Lease Term or earlier termination of this Lease, Tenant shall surrender the Leased Premises to Landlord. Tenant shall remove all Personal Property, which are not fixtures (other than trade fixtures installed by Tenant, which Tenant may remove. All other installations or improvements, including all infrastructure, structures, buildings, HVAC equipment, paneling, 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 Leased 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 BENGAL LEASEBACK AGREEMENT PAGE 7 promptly removed by Tenant under the provisions of this subparagraph 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 Leased 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. Any dispute arising from, growing out of, or in connection with this Lease shall be filed in a State District Court in Collin County, Texas. 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. Lease. (g) Time of the Essence. Time is of the essence with respect to each provision, term and covenant of this (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. 0) 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. 1REMAINDER OF PAGE LEFT BLANK INTENTIONALLYI BENGAL LEASEBACK AGREEMENT PAGE 8 LANDLORD- ANNA COMMUNITY DEVELOPMENT CORPORATION By: Printed Name: Title: Date: STATE OF TEXAS COUNTY OF COLLIN Before me, the undersigned notary public, on the day of , 2024, personally appeared known to me (or proved 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 and on behalf of Notary Public, State of Texas TENANT: BENGAL ANNA PLAZA, LLC, a Texas limited liability company By: Faizur Rahman, its Manager and Owner STATE OF TEXAS COUNTY OF COLLIN § Before me, the undersigned notary public, on the 11 day of 2024, personally appeared Faizur Rahman known to me (or proved to me) to be the person whose nam is subscribed to the foregoing instrument and acknowledged to me that he executed the same in his capacity as Manager and Owner of Bengal Anna Plaza, LLC. CH OL. KI M rL MY COMMISSION EXPIRES 09/13/24 oF+* NOTARY ID: 126650676 Notary Public, State of Texas BENGAL LEASEBACK AGREEMENT PAGE 9 Exhibit I Legal Description 0.044 ACRES Being a tract of land, situated in the Henry Brantley Survey, Abstract No. 71, in the City of Anna, Collin County, Texas, and being all of that called 0.44 acre tract of land, described in deed to Bengal Anna Plaza, LLC, as recorded under Document No. 20211018002118710, of the Official Public Records, Collin County, Texas (O.P.R.C.C.T.), said tract being more particularly described, as follows: BEGINNING at a 5/8" iron rod with a yellow plastic cap stamped "NTS" set (herein after referred to as a capped iron rod set) for the northwesterly corner of said 0.44 acre tract, some being in the easterly monumented line of S. Powell Parkway (State Highway No. 5), said comer also being the southwesterly corner of a called 0.66 acre tract of land, described in deed to Faizur Rahman, as recorded under Document No. 2023000119864, O.P.R.C.C.T.; THENCE South 89'00'04" East, along the common line between said 0.44 acre and 0.66 acre tracts, a distance of 112.70' to a point for corner, being the northeasterly corner of said 0.44 acre tract, some being the northwesterly corner of Lot 1, WHITE'S FIRST ADDITION, an addition to the City of Anna, as recorded in Volume 2006, Page 222, O.P.R.C.C.T., from which a 1/2" iron rod found bears, North 68'55'14" West, a distance of 0.62'; THENCE South 02'34'32" West, along the common line between said Lot 1 and 0.44 acre tract, passing the southwesterly corner of said Lot 1, same being the northwesterly corner of a tract of land, described in deed to Aziz Hasson, as recorded under Document No. 20200211000190860, O.P.R.C.C.T., at a distance of 60.00', and continuing along the common line between said 0.44 acre tract and said Hasson tract, a total distance of 174.58' to an "X" set for the southeasterly corner of said 0.44 acre tract, being in the northeasterly monumented line of White Street, from which a 1/2" iron rod found bears, South 02'34'32" West, a distance of 35.06'; THENCE North 81'35'46" West, along the northeasterly monumented line of White Street, a distance of 102.63' to an "X" set at the southeasterly end of a comer clip, at the intersection of White Street and S. Powell Parkway; THENCE North 40'16'18" West, along said corner clip, a distance of 21.44' to an "X" set in concrete, being the northwesterly end of said corner clip and being in the easterly monumented line of S. Powell Parkway, THENCE North 04'09'48" East, along the easterly monumented line of S. Powell Parkway, a distance of 145.40' to the POINT OF BEGINNING and containing 19,092 square feet or 0.439 acres of land, more or less. Exhibit B-2 Rahman Leaseback LEASEBACK AGREEMENT THIS LEASEBACK AGREEMENT (this "Lease") is entered into by and between the Anna Community Development Corporation, j�Te�xas type-b corporation ("Landlord") and Faizur Rahman, an individual natural person residing at 551 fWi �j�-`�1'i� ("Tenant"). For valuable consideration the parties agree and act as follows: Fl"f i- V/ W 7 5 o V9 1. Definitions. The following terms have the meanings set forth below: (b) Board of Directors. The Board of Directors of the Anna Community Development Corporation. (b) Conveyance Agreement. That certain Contract for Sale and Leaseback of Real Property under which fee simple title to the Property is sold and conveyed by Tenant to Landlord (c) Effective Date. The effective date of this Lease and the date upon which this Lease shall take effect is the date of the Closing, as that term is defined in Section VI of the Conveyance Agreement. (d) Lease Term. Unless terminated sooner in accordance with the terms of this Lease, a term commencing upon conveyance of the Property from Tenant to Landlord ("Conveyance Date") under the Conveyance Agreement and ending on the expiration of the last day of the month that is 24 full months after the month during which the Conveyance Date occurred. (e) Leased Premises. The Leased Premises is located in the City of Anna, Collin County, Texas and solely includes: a tract of real property, including without limitation all buildings, structures, and other improvements located thereon, situated in the Henry Brantley Survey, Abstract No. 71, in the City of Anna, Collin County, Texas, and being all of that called 0.66 acre tract of land, described in deed to Faizur Rahman, as recorded under Document No. 2023000119864, of the Official Public Records, Collin County, Texas, said tract being more particularly described in Exhibit 1. (f) Permittees. All officials, officers, directors, sublessees, employees, agents, contractors, customers, visitors, persons, and invitees of Tenant at the Leased Premises. (g) Permitted Exceptions. The conditions, restrictions, easements and encumbrances, if any, affecting title to the Leased Premises set forth in the owner's title of policy insurance obtained by Landlord pursuant to the Conveyance Agreement. (h) Pro e . The real property that has the same boundaries as the Leased Premises. (i) Specific Use. The use by Tenant or a sublessee of Tenant of the Leased Premises or a portion thereof solely as the site of a convenience store and/or other uses permitted by applicable zoning ordinance of the City of Anna, Texas (the "City") provided that a validly issued certificate(s) of occupancy for any such use is obtained from the City. 2. Demise, Lease Term. (a) Demise and Grant of Leased Premises. Landlord hereby leases to Tenant and Tenant accepts from Landlord under the terms, provisions and conditions of this Lease the Leased Premises solely for the Specific Use commencing on the Effective Date hereof and continuing until the expiration of the Lease Term or earlier termination as hereinafter provided. The Lease Term and this Lease shall automatically expire immediately if: (1) RAHMAN LEASEBACK AGREEMENT PAGE 1 the Leased Premise is used for any purpose other than the Specific Use; or (2) the Specific Use is not continued for a period of more than 30 consecutive days. (b) Quiet Enioyment. Upon Tenant's payment of all rent hereunder as same becomes due and observance and performance of the covenants, terms and conditions to be observed and performed by Tenant pursuant to this Lease, Tenant shall have throughout the Lease Term, peaceful, quiet and undisturbed use and possession of the Leased Premises solely for the Specific Use and all rights and privileges appertaining thereto, subject to the terms, conditions and provisions of this Lease. (c) 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 Leased Premises, subject only to the Permitted Exceptions, and has full right and authority to make this Lease. (2) No Actions. To the best of Landlord's knowledge, there are no actions, suits or proceedings pending or threatened against Landlord and affecting any portion of the Leased 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) Authori . 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 Leased Premises or any portion thereof is bound. However, notwithstanding the foregoing or any term or provision of this Lease, any and all rights and obligations of Landlord and Tenant hereunder are subject to and shall not be effective unless and until there has been formal approval or conditional approval by the Board of Directors of this Lease at a duly noticed public meeting. (d) Condition of Leased Premises. TENANT UNDERSTANDS AND ACKNOWLEDGES ITS ACCEPTANCE OF THE LEASED PREMISES IS WITHOUT RECOURSE, REPRESENTATION OR WARRANTY (EXCEPT AS SPECIFICALLY SET OUT HEREIN) OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY AND LANDLORD IS LEASING THE LEASED PREMISES AS IS, WHERE IS, AND WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTY (ALL OF WHICH LANDLORD HEREBY DISCLAIMS) AS TO FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, LAYOUT, FOOTAGE, PHYSICAL CONDITION, OPERATION, COMPLIANCE WITH SPECIFICATIONS, ABSENCE OF LATENT DEFECTS, OR COMPLIANCE WITH LAWS AND REGULATIONS. TENANT HEREBY ASSUMES ALL RISK AND LIABILITY (AND AGREES THAT LANDLORD SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR OTHER DAMAGES) RESULTING OR ARISING FROM OR RELATING TO THE OCCUPANCY, CONSTRUCTION, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR, OR OPERATION OF THE LEASED PREMISES. TENANT ACKNOWLEDGES THAT TENANT HAS INSPECTED THE LEASED PREMISES AND ACCEPTS THE LEASED PREMISES "AS IS," "WHERE IS," AND "WITH ALL FAULTS." 3. Rent. Tenant shall pay Landlord the following amounts: (1) Tenant shall pay to Landlord as rent ("Rent") for the Leased Premises for the Lease Term, a single lump sum payment of $10, the receipt and sufficiency of which is hereby acknowledged. RAHMAN LEASEBACK AGREEMENT PAGE 2 (2) If Tenant occupies or possesses the Leased Premises or any portion thereof after the expiration of the Lease Term for any reason, the Rent shall increase to $10,000 per month or partial month (with no proration) due on the fifth day of each month beginning with the month following expiration of the Lease Term. 4. Improvements, Additions and Repairs. (a) Delivery of Leased Premises. Landlord shall deliver exclusive possession of the Leased Premises to Tenant upon the beginning of the Lease Term, 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 and, set forth on one or more site plans submitted to and formally approved by the Board of Directors 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, expand any Improvements now or hereafter situated on the Leased Premises. If any such new 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; and (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 legally required permits for same. (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 Leased Premises arising out of the Tenant Improvements, 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, including attorneys fees and related expenses, attributable to any such liens or the removal of same. Tenant's obligations under this paragraph 4(c) shall expressly survive the expiration or earlier termination of this Lease. (d) Environmental. Tenant or any sublessee of Tenant shall use the Leased Premises solely for the Specific Use, shall conduct its business in a lawful manner and shall not make or permit any unlawful use of the Leased Premises. Tenant will, at its own expense, promptly comply with all laws, regulations, and ordinances affecting the Leased 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, RELATED EXPENSES, 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 PREMISES CAUSED BY TENANT, ITS EMPLOYEES, OFFICERS, AGENTS, SUBLESSEES OR REPRESENTATIVES BEFORE OR DURING THE LEASE TERM. 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 RAHMAN LEASEBACK AGREEMENT PAGE 3 ACT, PUB. L. NO. 99-499, 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)-3000), 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 paragraph 4(d) shall expressly survive the expiration or earlier termination of this Lease. (e) Repairs. Tenant shall, at its sole cost and expense, perform all repairs and preventative maintenance necessary to maintain the Leased Premises in good condition and repair, ordinary wear and tear excepted, and keep the Leased Premises in compliance with applicable law throughout the Lease Term. The foregoing shall not in any way impair or limit Tenant's right to make alterations or additions to the Leased Premises as set forth in paragraph above. Tenant's obligations under this ,paragraph 4(e) shall expressly survive the expiration or earlier termination of this Lease. (f) Tenant's Fixtures. Notwithstanding any provision of this Agreement, Tenant may install in or upon the Leased 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 and equipment upon the Leased Premises. All of said items shall remain Tenant's property whether or not affixed or attached to the Leased Premises. Tenant may remove such items from the Leased Premises at any time during the Lease Term. Nothing contained in this paragrgph 4(f) shall diminish Tenant's obligations to maintain the Leased Premises pursuant to paragraph 4(e). (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 Leased Premises for the uses permitted hereby (collectively, "Approvals"). Landlord agrees to reasonably cooperate with Tenant and Tenant agrees to reasonably cooperate with Landlord with respect to its obtaining the Approvals and to execute such documents as may be required in order for Landlord and/or Tenant to obtain such Approvals. Tenant expressly understands and agrees that approval by the Board of Directors of this Lease does not constitute the Board of Directors' granting of an Approval and does not bind the Board of Directors to grant or approve any other Approvals. 5. Utilities. Tenant shall at its own expense arrange with the appropriate utility suppliers for services to the Leased Premises, pay all connection, meter and service charges and deposits required to connect utilities to the Leased Premises, and pay such utility suppliers directly for such services. Landlord shall not pay any sum in connection with utility installation or service on the Leased Premises. 6. Use, Transfers, or Assignments. (a) Tenant's Use. Except as prohibited or restricted by the Permitted Exceptions, Tenant may use the Leased Premises solely for the Specific Use, provided that such purpose and use is 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 Leased Premises. (b) Assignment, Subletting. Tenant shall not assign all or any part of this Lease or sublet all or any part of the Leased Premises without Landlord's written consent, which shall not be unreasonably withheld; provided, however, that Tenant may sublease the Leased Premises to any establishment that currently leases space anywhere on the Leased Premises for the Specific Use, which such sublease shall: (1) be in a written form approved by Landlord without unreasonable denial or delay; and (2) terminate automatically at the expiration of the Lease Term RAHMAN LEASEBACK AGREEMENT PAGE 4 or earlier termination as provided in this Agreement. In the case of any assignment or sublease permitted by Landlord, Tenant shall not be released from any liability. 7. Indemnification. Insurance. (a) Indemnification. IN ADDITION TO AND CUMULATIVE OF 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) LANDLORD AND ITS OFFICIALS, 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 RELATED EXPENSES AND LITIGATION COSTS, FINES, PENALTIES, SUITS, PROCEEDINGS, ACTIONS AND CAUSES OF ACTION OF ANY AND EVERY KIND AND NATURE ARISING OUT OF OR RELATING IN ANY WAY TO TENANT'S USE, OCCUPANCY, CONSTRUCTION, MANAGEMENT, CONTROL OR SUBLEASE OF THE LEASED PREMISES, IMPROVEMENTS, REPAIR, OR TENANT'S OPERATIONS, CONDUCT OR ACTIVITIES, UNLESS AND TO THE EXTENT THE SAME IS DUE TO THE NEGLIGENCE, GROSS NEGLIGENCE, OR INTENTIONAL ACTS OR OMISSIONS OF LANDLORD, ITS AGENTS, EMPLOYEES OR CONTRACTORS. TENANT'S OBLIGATIONS UNDER THIS PARAGRAPH 7(a) SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THE LEASE TERM. (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 operations or other use of the Leased Premises, become liable. At a minimum, the insurance policies to be held by the Tenant shall be in effect at all times during the Lease Term, and shall include general liability insurance including personal injury liability, premises operations liability, and contractual liability, covering, but not limited to, the liability assumed under the indemnification and hold -harmless provisions of this Agreement, with limits of liability for bodily injury, death and property damage of not less than $1,000,000.00. 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 Landlord as an additional insured and contain a waiver of subrogation endorsement in favor of the Landlord. Upon request by the Landlord, the Tenant shall provide to the Landlord certificates of insurance evidencing such insurance coverage together with the declaration of such policies, along with the endorsement naming the Landlord as an additional insured. Each such policy shall provide that, at least 30 days prior to the cancellation, non -renewal or modification of the same, the Landlord shall receive written notice of such cancellation, non -renewal or modification. (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 Leased Premises during the Lease Term. (d) Scope. 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 timely premium payments 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 this Lease will continue in full force and effect; provided, however, that Landlord may, but shall not be obligated to, obtain such insurance and be reimbursed by Tenant upon demand. (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 RAHMAN LEASEBACK AGREEMENT PAGE 5 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 Leased Premises; or (2) Tenant or its Permittees. This waiver shall be in effect only so long as the applicable insurance or risk pool 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. 8. Destruction, Condemnation. (a) Destruction. (1) Cancellation. If any portion of the Improvements situated on the Leased Premises shall be damaged or destroyed, this Lease shall continue in full force and effect and shall not be affected thereby. (2) Restoration. In the event of unintended damage or destruction, Tenant shall remove any debris and cause the Leased Premises to be repaired or restored as Landlord may permit in writing, but in any event the Leased Premises shall be repaired or restored to a safe and sightly condition in compliance with all applicable laws. (3) Insurance Proceeds. All of Tenant's insurance proceeds payable with respect to damage or destruction of the Improvements shall be retained by and be the property of Tenant. (b) Condemnation. (1) Takes. 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 Leased Premises, this Lease shall terminate as to the portion so taken but shall remain in full force and effect as to the balance of the Leased Premises. (2) Awards. All compensation awarded for any Taking of the Leased Premises, including any interest of Landlord or Tenant therein, shall be the property of Landlord, and Tenant hereby assigns to Landlord all of Tenant's rights, title and interest in and to any and all such compensation. (3) Restoration. If there is a Taking of all or part of the Leased Premises, Tenant, at its sole discretion and expense, shall restore and rebuild the Leased Premises, in such manner as Landlord may permit in writing, provided that the same shall be in accordance with all applicable laws. 9. 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 required by or permitted under this Agreement must be in writing. Any notice required by this Agreement will be deemed to be delivered (whether actually received or not) when deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address shown in this Agreement. Notice may also be given by regular mail, personal delivery, courier delivery and will be effective when actually received. Any address for notice may be changed by written notice delivered as provided herein. RAHMAN LEASEBACK AGREEMENT PAGE 6 To the CDC: City Manager Economic Development Director City of Anna, Texas 120 W. 71h Street Anna, Texas 75409 With a copy to: Clark McCoy Wolfe, Tidwell & McCoy, LLP 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 To Tenant: Faizur Rahman 551 Ambrym Dr, Fairview, TX 75069 (b) Entire Agreement. This Lease embodies the entire agreement and understanding between the parties as to the lease of the Leased 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 Landlord to Tenant. Landlord does not by entering into this Lease waive any immunities it may have under common law or statute. (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 parry'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 Lease Term or earlier termination of this Lease, Tenant shall surrender the Leased Premises to Landlord. Tenant shall remove all Personal Property, which are not fixtures (other than trade fixtures installed by Tenant, which Tenant may remove. All other installations or improvements, including all infrastructure, structures, buildings, HVAC equipment, paneling, 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 Leased 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 subparagraph may, at Landlord's option, be deemed to RAHMAN LEASEBACK AGREEMENT PAGE 7 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 Leased 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. Any dispute arising from, growing out of, or in connection with this Lease shall be filed in a State District Court in Collin County, Texas. 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. Lease. (g) Time of the Essence. Time is of the essence with respect to each provision, term and covenant of this (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. 0) 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. [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY] RAHMAN LEASEBACK AGREEMENT PAGE 8 LANDLORD: ANNA COMMUNITY DEVELOPMENT CORPORATION By: Printed Name: Title: Date: STATE OF TEXAS COUNTY OF COLLIN Before me, the undersigned notary public, on the day of , 2024, personally appeared known to me (or proved 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 and on behalf of Notary Public, State of Texas TENANT: FAIZUR RAHMAN, an individual natural person Faizur Rahman STATE OF TEXAS COUNTY OF COLLIN § Before me, the undersigned notary public, on the day of 2024, personally appeared Faizur Rahman known to me (or proved to me) to be the person whose nam is subscribed to the foregoing instrument and acknowledged to me that he executed the same. CH+�L K9M ="PRv PUe;°' MY COMMISSION EXPIRES *' *- 09/13/24 s .c of NOTARY ID: 126650676 Notary Public, State of Texas RAHMAN LEASEBACK AGREEMENT PAGE 9 Exhibit 1 Legal Description 0.661 ACRES Being a tract of land, situated in the Henry Brantley Survey, Abstract No. 71, in the City of Anna, Collin County, Texas, and being all of that called 0.66 acre tract of land, described in deed to Faizur Rahman, as recorded under Document No. 2023000119864, of the Official Public Records, Collin County, Texas (O.P.R.C.C.T.), said tract being more particularly described, as follows: BEGINNING at a 5/8" iron rod with a yellow plastic cap stamped "NTS" found for the northeasterly corner of said 0.66 acre tract, some being the southwesterly comer of a tract of land, described in deed to Kristen Harkless, as recorded under Document No. 20170530000693560, O.P.R.C.C.T., same being in the westerly monumented line of Interurban Street; THENCE South 02'46'21" West, along the westerly monumented line of Interurban Street, a distance of 109.76' to a 5/8" iron rod with a yellow plastic cap stomped "NTS" set (herein after referred to as a capped iron rod set) for the southeasterly corner of said 0.66 acre tract, some being the northeasterly corner of Lot 1, of WHITE'S FIRST ADDITION, an addition to the City of Anna, recorded in Volume 2006, Page 222, O.P.R.C.C.T.; THENCE North 88'55'14" West, along the common line between said Lot 1 and said 0.66 acre tract, a distance of 150.70' to a point for corner, being the northwesterly corner of said Lot 1, some being the northeasterly corner of a called 0.44 acre tract of land, described in deed to Bengal Anna Plaza, LLC, as recorded under Document No. 20211018002118710, O.P.R.C.C.T., from which a 1/2" iron rod found bears, North 88'55'14" West, a distance of 0.62'; THENCE North 89'00'04" West, along the common line between said 0.66 and 0.44 acre tracts, a distance of 112.70' to a 5/5" iron rod with a yellow plastic cap stamped "NTS" set for the southwesterly corner of said 0.66 acre tract, some being the northwesterly corner of said 0.44 acre tract, said corner also being in the easterly monumented line of S. Powell Parkway (State Highway No. 5); THENCE North 04'08'53" East, along the easterly monumented line of S. Powell Parkway, a distance of 109.91' to a 5/8" iron rod with a yellow plastic cap stamped "NTS" found for the northwesterly corner of said 0.66 acre tract, some being in the southerly line of called 0.26 acre tract of land, described in deed to Scott Harkless, as recorded under Document No. 20160824001116750. O.P.R.C.C.T.; THENCE South 89'09'57" East, along the common line between said 0.66 acre and 0.26 acre tract, a distance of 115.96' to a 1/2" iron rod found for the southeasterly corner of said 0.26 acre tract, some being the southwesterly corner of the aforementioned Kristen Harkless tract; THENCE South 88'46'19" East, along the common line between said Kristen Harkless and 0.66 acre tracts, a distance of 144.81' to the POINT OF BEGINNING and containing 28,805 square feet or 0.661 acres of land, more or less.