Ashley Greens

An All Inclusive Green Community in the Heart of Downtown Ann Arbor

December 4, 2008

Peter Allen, Adjunct Professor

Stephen M. Ross School of Business
University of Michigan
701 Tappan Street
Ann Arbor, MI 4810

Dear professor Allen,

Enclosed please find the LiveGreen, LLC proposal for Ashley Greens, a dynamic mixed use development, located on Ashley and William in Ann
Arbor, Michigan.

LiveGreen, LLC is dedicated to designing unique, eco-friendly projects which preserve the aesthetic of traditional downtowns while
simultaneously creating modern and hip urban spaces.

Ashley Greens takes one step beyond eco-friendly design and construction to create an innovative “Green Living” experience for residents and
the larger Ann Arbor community. Ashley Greens envisions a multi-faceted mixed use development combining local retail, residential,
commercial, and community space. Our commercial services are specially tailored to provide Eco-Friendly Local options for residents and the
downtown community, including access to green dry-cleaning, health club, public space, and a local food Co-Op. Capitalizing on our experience
with environmentally friendly construction and design, Ashley Greens will provide a variety of eco-friendly owner occupied and rental units,
including 25% affordable housing.

We hope you will find our plan to be an innovative option for this site. Thank you in advance for your time and consideration.

Sincerely,

Josh Myles Edward Cox Charles Long Priya Baskaran

MACC MBA MArch JD/MUP
ABOUT US
LiveGreen is a Michigan Limited Liability Corporation. We are member managed, believing our various academic background, professional
expertise, and life experiences have unique and invaluable contributions for our collective vision. Our corporate structure offers a number of
important benefits for Live Green, including:

Limiting Liability:
General partnerships make members and partners personally liable for all business related debts, claims, and obligations. In contrast, LLC
structure protects individual members from personal liability for claims and debts pertaining to their business. Furthermore, the LLC ensures
only business assets are used to pay off business debts, making sure members’ personal assets and investments are protected.

Taxation
A multi-member LLC is taxed as a partnership by default and therefore also provides pass-through taxation for its owners. However, an LLC also
has the option to be taxed as a corporation while still retaining the legal benefits of being classified as an LLC.

Management
As a member-managed LLC, managerial control and binding authority are vested in all of the members (owners) of the LLC, allowing for a
productive and cooperative management structure.
EXECUTIVE SUMMARY
Built on footprint of 55,000 square feet of grounds adjacent to
one of Michigan’s best main streets, Ashley Greens is a mixed
use development that will delight downtown Ann Arbor with
options for sustainable living, working and playing. The
development is composed of three main buildings: Earth,
Wind, and Sun.
Ashley Green’s primary objective is to further enhance the
remarkably strong sense of community in Ann Arbor while
creating environmentally responsible development. The
design reflects a consensus between the existing community,
the development team and the private sector. The building
offers a full spectrum of uses and activities including space for
retailers as well as commercial and residential units.
Sustainability and “Green Living” is the central theme of the
development.
In preparation for the new economic and environmental
realities that confront the next generation, Ashley Green’s will
closely adhere to the following goals:
1) Creating an Enduring and Memorable Public Realm
2) Integration with Existing Urban Communities
3) Investing in Sustainability
Project Concept
As Ann Arbor’s first Green Living development, Ashley
Green’s is the future of eco-friendly urban living in the
Midwest.
What is Green Living? A complete eco-friendly lifestyle which
emphasizes reducing adverse environmental impacts through:
• Green Construction (LEED Gold Building)
• Maximizing Walk-ability
• Mulit-Modal Transit Oriented Development
• “Green” business promotion
Green Living allows residents of Ashley Greens to enjoy all the
typical advantages and services of all-inclusive urban living
without the high environmental costs.
Residential
Ashley Greens includes an array of rental and for sale housing
options in the heart of downtown Ann Arbor. Ashley Greens
will have 64 of units of housing, including 40 Units in Wind,
16 Units in Sun, and 8 Units in Earth. All of our units feature
eco-friendly construction, maintaining maximum comfort and
minimizing environmental impact.
At Ashley Greens we are dedicated to promoting positive
social impact, including providing viable and affordable rental
options. Plans for our Sun building include 16 of Affordable
Housing units.
Retail
In line with Downtown Ann Arbor’s commitment to eclectic
local business, the Greens offer prime retail space for eco-
friendly enterprise. Residents and visitors to the Greens have
access to specialized local “Green Businesses” including a
grocery store stocked with local organic produce and
environmentally friend dry cleaning. Other retail tenants
include a local organic brewery and pub
A full service luxury Green Health club and nutrition center is
planned for the second floor of the Sun building. The 7125
square foot facility comes complete with aromatherapy spa
services, acupuncture, and fitness classes.
Commercial Office Space
The Greens offer truly unique commercial office space for our
tenants. Emphasizing “all inclusive” living, our commercial
tenants feature a number of specialized professional service
providers including personal and corporate accounting
services and day care providers. 9,600 s.f. of general office
space is also available in our Earth Building.
Public Space
At the heart of Ashley Greens is a 18,600 s.f. courtyard. Our homage
to traditional public space, the courtyard creates a vibrant and
dynamic urban space comparable to Manhattan’s Union Square.
The courtyard provides a venue for community building events,
people watching, and provides prime outdoor seating for first floor
retail. The courtyard is functional year round, thanks to geothermal
heating vents placed strategically around the courtyard’s perimeter.
Transit
Ashley Greens is a transit oriented development. Located on a
major transit corridor, the Greens provide easy access to
public transportation. Recognizing that successful
development must also be mutli-modal, the Greens provide
limited underground parking for tenants and visitors. The
development’s proximity to Ann Arbor 5 of downtown
garages further enhances its accessibility.
Market Analysis
Capitalizing on the concept of “1000 nights”, Ashley Greens
creates an ideal urban space for Ann Arbor’s burgeoning
creative class to live, work, and play. Ann Arbor is an
extremely young population with a median age of 29.7 for
2007. Ann Arbor is ranked 24th on 50 greenest cities
Proximity to the entertainment district makes Ashley Greens
an ideal location for a mixed use development.
Community Impact
Ashley Greens will be a high-density mixed use development.
The development is perfectly tailored to meet the planning
objectives of the “D-1” zoning district proposed by the City
Council. Continued collaboration with the DDA will ensure
preservation of the Downtown aesthetic and commitment to
local business. Additionally, the “courtyard” creates an ideal
public space for community building events such as film
nights and local festivals.
Table of Contents

Site Analysis .................................................................................................................................................................................. 1

Overview .............................................................................................................................................................................................. 1
Zoning .................................................................................................................................................................................................. 2
Traffic Flow .......................................................................................................................................................................................... 4
Pedestrian Access ................................................................................................................................................................................ 5

Market Analysis............................................................................................................................................................................. 6
Overview.................................................................................................................................................................................................. 6
Economic Analysis ................................................................................................................................................................................... 7
Demographic Analysis ............................................................................................................................................................................. 8
Community Oriented Retail .................................................................................................................................................................. 10
Residential Unit Mixture ....................................................................................................................................................................... 16
Public Space & Community ................................................................................................................................................................... 17
Political Impact ...................................................................................................................................................................................... 18
Stakeholder Analysis ............................................................................................................................................................................. 19

Architecture & Design.................................................................................................................................................................. 20

Architectural Aspects ............................................................................................................................................................................ 20
Design Components .............................................................................................................................................................................. 21
Residential & Retail .............................................................................................................................................................................. 22
Sustainable Design ............................................................................................................................................................................... 23
Public Space .......................................................................................................................................................................................... 25

Financial Analysis ........................................................................................................................................................................ 26

Appendices:
Appendix A (Financials)
Appendix B (Legal Documents)
Appendix C (Environmental Documents)
Appendix D (Marketing Materials & Resumes)
SITE ANALYSIS
Overview
Main Street in Ann Arbor has been described as a “shopper’s haven,
a gourmet’s destination and an art lover’s treasure find” (source:
MainstreetAnnArbor.org). It honors the tradition of a great
American main street by hosting unique restaurants, stores and
entertainment venues. Main Street in Ann Arbor is void of any big
box retailers like Target, Wal-Mart or Sears. While strolling down its
wide sidewalks one is embraced by the layout of the street and its
well placed plantings and benches. The street invites pedestrian
traffic. The layout begs you to window shop or stroll with a coffee
or an ice cream.
While walking this street, one is bound to reflect on the amount of
thought that went into the planning of this gem. Indeed, the Ann
Arbor Downtown Development Authority, by embracing a strategy
to “undertake public improvements that have the greatest impact in
strengthening the downtown area and attracting new private
investments” has been instrumental in crafting this delightful street.
1
As stated by Ann Arbor’s downtown Development Authority, the
strategic goals for downtown Ann Arbor is to create a 24-hour
neighborhood with a full spectrum of housing options downtown.
After assessing the Ann Arbor real estate market, we believe the
most profitable and practical development for the downtown area
is a mix-used facility. Below is a table from the Ann Arbor
development Authority showing that mix-used development in Ann
Arbor is growing.
Walk-able Score
On the following page is a picture of the area’s walk-able score. It
already has a very high rating (95/100 – walker’s paradise). Our
development will look to further enhance the walk-able score of the
site and surrounding area by adding a fitness center, a deli, and a
co-op.
SITE ANALYSIS 2

districts is a popular planning and land use tool driving development

in cities like Chicago.

The “Core” allows for versatile development of the site. The zoning
explicitly permits the construction of a multi-use development
including residential, retail, and commercial uses. Street level retail
is required on major pedestrian arteries such as Liberty and Ashley
Streets. The zoning places no restrictions on building height and has
no set back requirements for new construction. The “Core” provides
for an FAR of 400-500% by right. Although Ashley Greens has a
current FAR of 435%, the development is eligible for a number of
density bonuses. The inclusion of Green Building techniques and
Affordable Housing units makes the development eligible for an
increased FAR of 900%.

Zoning
Ann Arbor is in the process of implementing two new Downtown Interface
Zoning Districts labeled “Core” and “Interface”. The purpose of the
new districts is to streamline development by replacing the
outdated and cumbersome zoning classifications in Downtown i. Ann
Arbor’s new Downtown zoning is designed to:
CORE
• Encourage high quality building design
• Encourage Mixed Use Development
• Prioritize the pedestrian experience
• Promote green building technologies ii

The districts will be created by consolidating existing Parking and

Commercial zoning districts. Creation of separate Downtown zoning
SITE ANALYSIS 3

ZONING
DOWTOWN “CORE” ZONING DISTRICT
CHANGES
• Mixed uses allowed by right
Uses • Street Level Retail Required
• Auto-oriented uses require special approval
• 400-500% by right
Maximum FAR • 700-800% with premiums
• 900% with affordable housing premiums
• LEED certification & Green Building
• Affordable housing (below 80% AMI)
Premiums • Residential
• Historic preservation

Off-street • 1 space/1000 sq. ft of residential

parking • 1 space/500 sq. ft of commercial

Parking
Although the Downtown Districts emphasize pedestrian oriented
development, they provide some off-street parking guidelines. The
“Core” requires one space for each 1000 sq. ft residential floor area
and each 500 sq. ft of commercial area. Alternatively, developers
may contract with existing structures for off-site parking or provide
no parking and pay fee-in-lieu payment to the city.

At Ashley Greens we are dedicated to promoting sustainable transit

while still creating multi-modal developments. Towards this end,
Ashley Greens will provide limited on-site parking. The underground
structure will have a total of 133 spaces. 65 units of parking in will
be available for residents, tenants, and customers. 3 spaces will be
reserved for zip car, and the remaining 65 spaces will be public
parking.
SITE ANALYSIS 4

Public Transportation hydrocarbons, particulate matters and carbon monoxide by 90

An important aspect of Green Living is reducing dependence on percent.
fossil fuels through increased use of environmentally friendly mass
Ashley Greens is conveniently located near national rail and bus
transit options.
services. The development is a mere three blocks from Ann Arbor’s
Greyhound Station. The site is less than a mile from the Ann Arbor
Benefits of Transit Oriented Development Amtrak station. The train station is easily accessible from Ashley
Green’s via AATA bus, bike ride, or a 15 minute walk through the
 Greater Mobility
 Healthy Lifestyle based on Walk-able Urbanity
historic Kerrytown neighborhood.
 Reduction in Household Transportation Costs
 Reduction in Traffic Congestion & Accidents
 Reduction in Air Pollution & Environmental Damage
 Reduction in Foreign Oil Dependence

Residents and visitors to Ashley Greens will be able to capitalize on

the development’s proximity to the Blake Transit Center, the Ann
Arbor Transportation Authority (AATA) central station. The AATA
operates an extensive public transportation network connecting
Ann Arbor, Ypsilanti, Pittsfield, and Superior Township. The AATA
consists of over 25 bus routes and links with various University of
Michigan Bus Systems including service to the U of M health campus
and hospitals. The majority of the AATA’s bus lines originate from
the Blake Transit Center, making it incredibly convenient for Ashley
Green’s visitors and residents. Imagine walking only two blocks to
access 15 different bus lines that can take you to the dollar movie
theatre, the mall, or dinner in Ypsilanti. Zip Car
Zip Car is the largest car-sharing program in the U.S. Zip Car gives
As an added bonus, AATA busses are among the country’s leading
individuals to access automobiles for affordable hourly rates.
environmentally friendly vehicles. The AATA currently operates 20
Currently, Zip Car has no Downtown locations. Ashley Greens will
hybrid electric busses. The remainder of the AATA fleet utilizes
offer 3 spaces for zip cars in our garage to encourage eco-friendly
ultra-low-sulfur fuel, new Series 50 engines and exhaust systems
automotive transportation.
with catalyzed particulate filters, effectively reducing the
SITE ANALYSIS 5

Traffic Flow
Traffic flows one way, heading north on Ashley St. The entrance to
the Parking Garage is located north side of Ashley to provide easy
access as and maximize visibility. The parking garage exit is on
William St, heading west.

Pedestrian Access
In order to maximize connectivity with Main St, Ashley features a
covered walkway guiding pedestrians from William St. , through the
courtyard, onto Ashley St. The walkway additionally connects the
space between the Wind and Earth buildings.
Market Analysis 6

Overview
A mere block from Main Street, at the intersection of William and
Ashley, Ashley Greens will contribute to the goal of Ann Arbor’s
Downtown Development Authority by offering a mixed use
development with offering targeted to retail, commercial and
residential markets. While catering to the needs of a wide range of
markets, from low income housing to street side retail, Ashley
Greens will make a significant contribution towards achieving
AADA’s strategic goal of creating a 24-hour neighborhood with a full
spectrum of housing options.

The image to the left details some of the expected activities at

Ashley Greens. Below is a graphical representation of the building.
Market Analysis
Economic Analysis
There is no doubt that the current economic environment is
challenging. Unfortunately, the harsh climate is likely to extend
through the remainder of 2008 and into 2009. As will be discussed
later, the Ashley Greens project has taken economic factors into
account and has planned construction according. Before the
mitigating actions are outlined, a brief overview of current
economic conditions is warranted.
On a national level, the economy is struggling through a down cycle
that can be compared to the 1930’s. Credit markets have slowed to
a trickle. With the credit markets tightening, households and
businesses have found it hard to borrow. In turn, spending has
dropped precipitously. It took drastic action on behalf of the
Federal Reserve and Federal Deposit Insurance Corporation (FDIC)
to keep the credit markets from seizing up entirely.
As part of The Troubled Asset Relief Program (TARP) The Federal
Reserve has committed $700 billion to assist in recapitalizing banks.
The FDIC hopes that These actions will prevent an outright collapse
of the world’s financial system. Despite these efforts, credit for
households and businesses almost nonexistent. According to a
recent economic analysis performed by Comerica, employment,
7
production and spending are all likely to contract for the remainder
of 2008 and into 2009. However, a package of tax cuts and
additional government spending is likely. There is hope that this
government stimulus will jump start the national economy. At a
State level the economic outlook remains grim. According to the
State of Michigan, 9.3% of the state’s residents were unemployed in
the month of October 2008. This figure represents an increase of
1.8% in the last year. According to a CNN pole, the state of
Michigan is tied with the state of Rhode Island for the highest
unemployment rate in the United States. However, not all towns in
Michigan have extremely high unemployment rates. For example,
in Washtenaw County, the unemployment rate for October 2008
was only 6.9%. This is substantially lower than the overall rate of
unemployment for the state of Michigan.
To a certain extent, Ann Arbor is somewhat insulated from the
harshest treatment. As Albert Berez of McKinley Group likes to
point out, the University of Michigan is an anchor employer. Unlike
many corporations, The University of Michigan is not going to pick
up and move to Texas next year.
Market Analysis 8

Demographic Analysis
According to research from Demographics Now, Ann Arbor is a growing city. The population in Ann Arbor in 2007 was 118,180. This figure is
expected to grow to 120,232 in 2012. This represents a growth in population of 1.7%.

In Ann Arbor, females represent a slight majority of the population at 50.3%. Ann Arbor is an extremely young community with the median age
of the population at 29.7 years as of 2007. Since the median age is 29, Ashley Greens will cater the majority of our residential units to the young
professional demographic, which has an age range of 25-35

Ann Arbor Population by Age and Sex as projected by Demographics Now

Ashley Green will capitalize on these demographic trends by

1) Designing rental and for sale condominiums catering to the needs of the young professional
2) Offering retail space to businesses that cater to household incomes of $50,000 - $75,000
Market Analysis 9

Ann Arbor Housing Units as Projected by Demographics Now

Reflecting the growth in the community, the total housing units in Ann
Arbor is projected to increase by 6.4% from 2007 to 2012. These
figures were calculated prior to the collapse in the credit market.
However, they can be used to demonstrate that prior to the downturn,
Ann Arbor was a growing community.

In 2007 the total housing units in Ann Arbor was 51,755. Out of those
available housing units in 2007, 46% were owner occupied, 43.9% were
renter occupied, and 10.1% were vacant. The percent of total owner
occupied units is expected to increase by 7.4% from 2007 to 2012.
Alternatively, the percent of renter occupied units is expected to
decrease by 5.7%. The increase in owner occupied housing units could
be attributable to the fact that 54% of households make 50K+. These
trends signal a good time to purchase real estate and hold it for rent
because the number of rental units is decreasing substantially.
However, vacancy rates are expected to increase by 42.7% from 2007
to 2012, which signals a weaker demand for real estate.
Market Analysis 10

Community Oriented Retail

A key objective for Ashley Greens is to
further enhance the remarkably strong
sense of community in Ann Arbor. The
building’s design reflects a consensus
between the existing community, the Food Co-
development team and the private sector. operative

Our development team will also play an Aroma Therapy Fitness Gym
extensive role in seeking out our retail and Massage Therapy
Vitamin Supplement
office lease tenants. Our retail strategy is Health
Dry station
to seek out tenants with sustainable Physical Rehab
Cleaners Acupuncture Center
“green” business models that add to the Center
micro-community of the downtown area.
After assessing the downtown retail Ashley Nutrition/
Yoga/Pilates/Exercise
Classes
market, we have determined that Ashley
Greens will incorporate practical retail Greens Garden Classes

stores that focus on the betterment of

everyday life. Our objective is to have a Day Care
retail offering that creates synergy from Facility
one another by having their customers be
able to come to Ashley Greens for a “one-
stop shop” experience. Also, we believe
that taking advantage of the life Micro-
necessities of our potential residents will Brewery
create a more lively development. To the Deli
right is a diagram showing Ashley Greens
incorporated into the web of its retail
offerings
Market Analysis
Dry Cleaning Services
Typically developers avoid dry cleaning tenants because they
produce hazardous waste and present liability barriers for bank
financing. We will search for a Dry cleaning company similar to
Green Earth Cleaning. This company does not use petrochemical
solvents in their dry cleaning business, and has found ways to
naturally dry clean clothing.
Micro-Brewery
The Retail Development Team will seek a local micro-brewery
looking for an additional pub location for our bar retailer. The
Grizzly Peak and Ann Arbor Brewery are two of the top candidates.
Deli
Ashley Greens Retail Development Team will target a locally owned
deli-owner as a tenant for our first floor deli shop. Preferably the
owner will contract with local butcher shops for meat and local
farmers for produce to use in their food. Adding a locally-owned
Deli shop will help with the integration of the development into the
surrounding community. By choosing a local shop, it sends a
11
message to the community that the management team is not
looking to put in large corporate names simply to fill rental space.
Also, the deli shop will add to the local flavor of our development
and will help create the livable community that our development
team envisions.
Day-Care Facility
Our development team believes that an on-site day-care facility is
essential to help cater to our young professional demographic. Our
target demographic is between 25-35 years old and is at the age of
having their first children. An on-site day-care facility would be the
first choice of Ashley Greens residents because they know that their
kids are at least in the building that they reside. Also, it saves
residents a trip after work to pick up their children, which is an
attractive offer. The addition of a day-care facility adds to our
objective of having a practical business offering.
Urban Harvest Food Co-op
Current residents of Downtown Ann Arbor face a dilemma when it
comes to groceries. All major grocery chains from Meijer to Whole
Foods are located in strip developments outside of Downtown. The
closet local market carrying fresh produce is the People’s Co-op
located in Kerrytown. A number of small convenience stores selling
dry goods are located less than half a mile from Ashley Greens,
however these stores have limited inventory and do not carry fresh
produce.
There is a demonstrated need for Downtown residents and visitors
to have easy access to fresh produce and dry goods. The Food Co-op
is an excellent method of providing high quality, affordable
Market Analysis
groceries in high density urban areas. Rather than creating a mega-
store, The Urban Harvest Food Co-op located in Ashley Greens is
modeled after the successful People’s Food Co-op located in
Kerrytown. Urban Harvest will be a cooperatively owned retail
grocery store. Urban Harvest will sell fresh produce and other food
items, with an emphasis on locally grown and produced goods. In
addition to groceries, Urban Harvest will also feature a café, serving
organic locally inspired cuisine and fair trade coffee.
Urban Harvest provides access to quality groceries while still
maintaining Downtown’s dedication to promoting local business.
The relatively modest size of the co-op ensures that the store is
sustainable in the long term, while still meeting the needs of the
community.
Since the goal is to create as many connections as possible between
our tenants, we will rent roof garden plots to the co-op and have
co-op members lead gardening classes through the health center.
Health Center
Ashley Greens will seek to establish harmony with nature, body and
spirit. In celebration of this harmony, Ashley Greens will be Ann
Arbor’s center for holistic healing and wellness. Businesses in
Ashley Greens will include an aroma-therapy center, a center for
12
physical rehabilitation, acupuncture, massage therapy, and a natural
supplements outlet.
Physical Rehabilitation
6000 Feet of space will be rented by The University of Michigan
Health System as an extension of the Physical Medicine and
Rehabilitation Division. This division will focus on the use of Pilates
as a compliment to traditional physical therapy techniques. Pilates
was developed by German athlete Joseph Pilates in the 1920’s.
Pilates is an exercise that is especially popular with the 25-35 year
old demographic of which Ashley Greens is targeting.
According to the University of Michigan Health System, the benefits
of Pilates include:
• Core stability and body balance
• Increased flexibility, agility and mobility
• Relief of pain and tension
• Tighter abdominals and better posture
• Stronger, longer and leaner muscles
• Increased circulation
Market Analysis
Aromatherapy
The roots of aromatherapy can be traced as far back to cave
paintings in 18,000 B.C. Today, over one billion dollars is spent on
aromatherapy products and treatment is seen as a compliment to
standard medical practice.
The term aromatherapy (or "aromatherapie") can be traced to a
French chemist named Rene Maurice Gattefosse. In 1910, Mr.
Gattefosse badly burned his hand during an experiment in a
perfume factory. In his panic he plunged his hand into the nearest
tub of liquid which happened to be oils from lavender extract.
Gattefosee was amazed at how quickly his hand recovered from the
burns. Some years later Gattefose began to experiment with
lavender and other essential oils while treating soldiers wounded in
combat during World War I. To his amazement, Gattefosse noted
increases in the rates of healing of the soldiers treated with the
essential oils. He went on to right a number of books on the topic
of aromatherapy and is considered by many to be the father of the
discipline.
13
Lavender is considered an essential oil in the aromatherapy
treatment.
The scientific benefits of aromatherapy have been proven. In
December of 2004, British researchers at the University of
Manchester found that three oils used in aromatherapy destroyed
the deadly bacteria known as MRSA in under two minutes. MRSA is
bacteria that is linked to hospital infections and is estimated to kill
5,000 hospital patients each year.
Green Gym
Mintel Research estimates revenues from health clubs have grown
at a 7% compound annual growth rate from 2002-2007. It is
estimated that these revenues will surpass $19.7 billion in 2008 and
further increase to $20.9 billion in 2009. Capitalizing on these
trends, Ashley Greens will offer a best in class health club facility
that combines physical well-being with environmental sustainability.
The health and fitness club will be operated by one of the world’s
premier health club operators: Lifetime Fitness.
The services at Lifetime Fitness’ Ashley Greens location will include
swimming, cardiovascular exercise room, free weights, a nautilus
center a spinning area and racquetball courts. The hallmark of this
location will be the Life Studio. Each Lifetime Fitness location has a
Life Studio: a tranquil location that is reserved for Pilates and yoga.
Ashley Green’s second floor, with its abundance of natural light and
idyllic view of the courtyard has been targeted as an ideal location
for a Life Studio. Indeed, this is one of the reasons why Lifetime
Fitness has preleased the location.
Market Analysis
Understanding the unique opportunity that Ashley Green affords,
Lifetime Fitness has preleased the 7,125 sq foot facility for a term of
five years. The company has agreed to customize their facility to
adhere to the strict environmental standards specified by Ashley
Greens. Indeed, the facility will be operated as a “Green Gym”
Modeled after The Eco Gym at Surrey Hills Boxing Club (Australia)
Lifetime Fitness will operate a “Green Gym”. The Green Gym will
offer the same high quality services as every other Lifetime Fitness
location. However, cutting edge technologies will be utilized so that
the carbon footprint of the facility will be reduced.
14
For example, the bikes used in spin classes will generate electricity.
A small generator will be attached to the front of each bike. Using
an inverter, the electricity will be sent back to the power grid.
Surrey Hills Boxing Gym estimates that a person of average fitness
will generate 50-100 watts of electricity while exercising. This
relatively small amount of electricity will be sent back to the power
grid by each exerciser. Over time these small increments will
combine to a sizable contribution to the power grid.
Ashley Greens management will not be involved in the day-to-day
operations of the Lifetime Facility. The relationship between the
two entities will be that of landlord and tenant. However, residents
of Ashley Greens will be offered a discounted membership of
$50.00 per month. This will include full membership privileges
including pool, sauna and massage. This additional benefit will
surely attract interest from both residential and commercial tenants
alike.
Nutrition and Gardening Classes
In a joint program through the food co-operative and the health
center, residents of Ashley Greens will have nutrition and gardening
classes available. The gardening classes will focus on urban
gardening and will do action-oriented courses that involve residents
using their rented garden plots. The nutrition course will focus on
the implementation of the resident’s garden foods into their daily
diet. Ashley Greens will also include a complex green roof layout
that includes rentable garden plots, area for a green roof urban park
Market Analysis 15
for occupants, and an area that can be rented for special events. The images to the below appropriately convey the massive area of
The Green Roof is discussed in more detail later. the roof deck.
Market Analysis 16
Residential Unit Mixture

The Ashley Greens residential unit types were designed with our target demographic of 25-35 year olds in mind. Below is table that shows our
unit type, square footages, number of units, and pricing.
Rental and Sales Pricing
RESIDENTIAL Square footage # of units Rental Price (annual) SF rental price Sales Price Sales price SF
1519 SF 3 bedroom 1519 8 $ 36,000.00 $ 23.70 $ 250,000.00 $ 164.58
1360 SF 3 bedroom 1360 8 $ 34,800.00 $ 25.59 $ 240,000.00 $ 176.47
1153 SF 2 bedroom 1153 32 $ 28,800.00 $ 24.98 $ 220,000.00 $ 190.81
707 SF 1 bedroom -- Affordable 707 16 $ 9,000.00 $ 12.73 $ - $ -
Average (excludes affordable housing) 64 $ 24,900.00 $ 24.76 $ 236,666.67 $ 177.29

Live Green LLC will be selling all of the 1519 SF 3 bedroom units, all
of the 1360 SF 3 bedroom units, as well as 8 of the 1153 SF 2
bedroom units. We expect to sell 50% of these units before the
grand-opening of the building and the remainder in year 2 of
operations. Eighty percent of the available for rent residential units
are expected to be pre-leased before opening of the building. Our
sales prices for residential units were based off of conservative
estimates using market rates.

The residential unit rental prices were based off of competitive

market prices from several local retail listings. The affordable unit
prices were based off of the Ann Arbor PMSA pricing limits for
affordable 1 bedroom units. To the right is a floor plan for the
affordable housing residential unit.
Market Analysis
Public Space & Community
With its grand courtyard, Ashley Greens will compliment downtown
Ann Arbor by providing space for public displays of art, a summer
concert and theater venue and general community green-space.
The Grand Courtyard will abide by the central themes of “place
making” as outlined by the Project for Public Spaces. One of the
core themes of the place making initiative is to build a strong sense
of community and provide a “sense of place” for residents. All
residents of Ann Arbor will be treated to the delightful courtyard
and its amenities.
Courtyard Film-scapes
Most major cities offer summer time movies in the park. Now
downtown residents and visitors can enjoy free summer film
screenings under the stars.
17
create a comprehensive and community oriented approach to
healthy living. In 2007, Michigan had an obesity rate of 27.7%.
Ashley Greens, ECO GYM, and the Food Co-op will begin
coordinating Health & Fitness fairs co-sponsored with local
organizations. The events will be a mix of free services and some
paying participant only ($) events. Events will include:
 Healthy Cooking demonstrations conducted by the Urban
Oasis Café chefs.
 “Grown in Michigan” food and nutrition FAQ sessions by eco-
gym nutritionists
 Urban Gardening Classes (classes are free, but must rent
plot)
 Rooftop Yoga ($)
 Collaboration with MFit, YMCA, DDA & others to provide
fitness and healthy lifestyle tips and information

Concert Series Obesity Rates (2007)

Ann Arbor is a musicological gold mine. Whether it’s Brahms, Elvis,

or Good old Fashioned Show Tunes – Ann Arbor Residents can enjoy
it all at the Courtyard’s Outdoor Concert Series! Featuring Local
Artists and co-sponsored by the DDA and various local organizations
including the Ann Arbor Public Library, Michigan Pops, Kerrytown
Concert Hall just to name a few.

Health & Fitness Fairs

The Green Living philosophy means having a healthy planet and

healthy people! As obesity rates grow nationwide, it is essential to
Market Analysis
Shakespeare in the Courtyard!
All the world’s a stage, and all the men and
women merely players! Shakespeare in the
park began in New York City’s Central Park
and can now be found from New York, to
Dallas, to Seattle, and back. Over 30
productions run by local theatre companies
occur all over the U.S. A2 residents can now
enjoy watching the Bard’s greatest tales
reenacted on balmy summer nights.
A Christmas Carol
Political Impact
The state of Michigan is at an important crossroads. With the steady
decline of the auto-industry, traditional manufacturing jobs are in
danger of becoming obsolete, leaving half a million workers
unemployed across Michigan. It is imperative to create a new and
vibrant economic sector in Michigan. The Green Economy can
create a new future for Michigan and has been made a priority by
Governor Jennifer Granholm. The Green economy can provide 3 key
areas of employment in Michigan.
1) Manufacturing of Solar Panels, Wind Mills, and similar “eco-
friendly” products is a perfect fit for Michigan’s
manufacturing workers and existing infrastructure.
2) Green Construction jobs will be generated with the
popularity of LEED certified buildings – overcoming some of
18
The Holiday Season brings with it a classic tale, spun anew by local
players for the enjoyment of all ages and races. Enjoy a steaming
cup of Hot Chocolate from the Urban Oasis Café while watching
winter theatre classic like a Christmas Carol.
Cultural Events & Celebrations
Ann Arbor is home to an incredibly diverse population with rich
cultural heritages. The Courtyard will be the perfect venue for city
wide cultural celebrations such as Chinese New Year, Cinco de
Mayo, and the South Asian Festivals of Diwali & Eid. Co-sponsored
by the city and local cultural associations, the Courtyard will provide
the perfect venue to honor and enjoy the diversity in Ann Arbor.
the barriers in the current credit market freeze on new
construction
3) Additional and new demand for skilled trade workers such
as roofers and electricians for the installation and
maintenance on solar panels, geothermal heating, etc.
The “Green Collar” jobs created by the Green Economy are high
wage, career oriented opportunities. As a Green Building, Ashley
Greens is proud to help support local workers and create new jobs
in Michigan.
Market Analysis 19
Architecture & Design 20
Architectural Aspects
Ashley Greens incorporates advances in modern design with classic architecture to create a cutting edge development that blends harmoniously
with Ann Arbor’s existing downtown aesthetic. Ashley Greens achieves this design goal, first and foremost, by ensuring the overall design of the
development is cohesive.

Ashley Greens is composed of three buildings, Earth, Sun, and Wind. The Wind building is 101,600 square feet, Sun 23,580 square feet, and Earth
is 23,750 square feet. The elevation of the buildings ensures that Ashley Greens will be visible without overpowering the Downtown city-scape.
Architecture & Design 21
Design Components
Ashley Greens will utilize building materials that are aesthetically appropriate for downtown development. The bottom four floors of the Sun,
Earth, & Wind buildings are intended to fit within the formal and aesthetic context of downtown. These floors feature:

 Brick facades
 Large windows
 Transparent street level store windows
 Historically inspired detailing

The Wind building is the

development’s tallest structure,
rising 8 stories. The top four floors
take the shape of a tower
contributing to the “skyline” of
Ashley Greens Ann Arbor while still maintaining
geometric similarity to the bottom
four floors. The tower of the Wind
building features:

Light stone cladding

Contemporary detailing

Lit from below,

These details will create an

aesthetic effect, similar to other
tall buildings in down town.

The tower of the Wind building allows for visual connectivity from the sidewalk of Main Street. Additionally, the use of stone cladding enables
the tower to merge seamlessly with larger, historic buildings in the Downtown skyline.
Architecture & Design 22

Residential
Ashley Greens residential units reflect
innovative design and maximum utilization of
space. All of our units are located on the third
floor and higher to capitalize on the benefits of
natural lighting. All of our larger, luxury units are
located in the Tower of the Wind building. These
apartments include balconies, with views
overlooking Main Street or the Courtyard. The

large 3 bedrooms units in Earth

also feature balconies with views of William Street.
Architecture & Design 23

Retail
Our planned street level retail is styled after Main Street in order to preserve the walk-ability of Downtown. All
retail space includes large plate glass windows and wide landscaped sidewalks for outdoor dining.

Sustainable Design & Construction

Ashley Greens is dedicated to promoting sustainable design and construction. Our development will include several eco-friendly aspects
including a Green roof, Photovoltaic Solar Panels (PV), and Use of Geothermal Heating. The development seeks to maximize available green
space through the use of public lawns, Garden Plots, and a Green Roof.
Architecture & Design 24

Green Roof
Ashley Greens roof will have multiple sections that represent “green roof area”. The majority of the roof
will be a low-intensive green roof modeled after the new Ross School of Business’s roof. This section will
have sedum planted on the top layer, which is a drought resistant perennial groundcover. This will also
help with insulation, and will result in improved air quality, and reduced heating and cooling costs.

Another section of our roof will be dedicated to garden plots. This section will require an intensive
green roof layout, with a growing media depth that will support all types of vegetable and plant growth.
We will contract the creation of our roof garden with American Hydrotech, which has extensive
experience with integrating green roofs into developments.
Architecture & Design 25

In addition to garden plots, our roof will be host to an urban roof park for residents to enjoy. This
area will add aesthetic value to our roof, and will also serve as a safe and beautiful place for
residents to enjoy.

Our intensive green roof will

be mapped similar to the
LDS Assembly Hall roof in
Salt Lake City, Utah because
this roof has the capability
Architecture & Design 26
Public Space
Public space serves a number of roles that contribute to the overall vitality and appeal of urban landscapes. Whether providing a venue for
community building or simple people watching, well designed and implemented public spaces like Grant Park and Union Square become key
components of city life. Measuring 18,600 square feet, The Courtyard of Ashley Greens provides Downtown Ann Arbor with the largest
downtown public space.

The Courtyard utilizes a number of urban landscaping techniques including:

o Using planters on the perimeter next to outdoor dining area create a more intimate space
o Large Main Lawn of 2400 square feet is perfect venue for outdoor activities
o Yoga Roof, a
modern take
on public
space

Geothermal Heating
The use of Geothermal
Heating System will ensure the
Courtyard is used year-round.
Geothermal energy systems
work by accessing the Earth’s
heat to produce electricity, or
to heat water or air directly.
Geothermal heat pumps
transfer heat from the soil to
buildings in winter and from
buildings to the soil in summer,
using an environmentally
friendly heat exchange fluid similar to antifreeze. This process is very efficient, reducing electricity consumption by 30% to 60% i. As underground
temperatures are fairly constant, geothermal energy is a renewable resource ideal for heating the Courtyard in chillier Ann Arbor weather

i
US DOE Energy Efficiency and Renewable Energy “Geothermal Technologies Program” (2006) available at: www1.eere.energy.gov/geothermal/
Financial Analysis
Introduction
In order to ensure maximum profitability, Live Green LLC has
conducted an in-depth financial analysis. This financial analysis
began with a calculation of the costs of building the project. With
this baseline, Live Green LLC created a pro forma analysis and
established relative measurements of profitability. Detailed
financial calculations are listed in the Appendix A.
Project Costs
With 239,000 square feet of development area, the total
development cost of Ashley Greens is expected to be$21,945,000.
This represents a gross cost per square foot of $91.00. Of that
number, $75.00 is hard cost and $16.00 is soft cost which includes
contingency. See Appendix A-2 for construction costs.
Unique Revenue Opportunities
In addition to the traditional revenue sources from retail, residential
and commercial tenants, The Ashley Greens development presents
a number of very unique additional sources of revenue. These
sources include
• Rental of garden plots on the green roof
26
after the site has been obtained, Live Green LLC will file for permit
approvals with the City of Ann Arbor. As soon as the permit
approvals have been received we will begin residential and office
sales and pre-leasing. Conservatively speaking, construction is
expected to take two years from initial groundbreaking to date of
Grand Opening. Ashley Greens will finance construction through a
revolving construction loan that will be drawn down incrementally
on a month to month basis (see Appendix A-3 for Loan Schedule).
This pre-leasing strategy is expected to generate substantial returns.
As has been acknowledged previously in the report, Lifetime Fitness
has already agreed to pre-lease 7,125 square feet of the building for
their facility. All told, Live Green LLC is forecasting that 80% of its
commercial and retail space will be pre-leased. Alternatively, Live
Green LLC is expecting 50% of its residential units to be presold.
Based on the pre-leasing and pre-sales agreements, Live Green LLC
will be able to secure additional debt financing for the duration of
the development.
Project Timeline
2010 2011 2012 2013
ACTIVITY Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

• Roof Special Events (weddings, parties, etc.) Obtain Site

Design Development
• Grand Courtyard Special Events (same as above) Construction BluePrints
City Approvals & Permit Issuance
• Parking rental revenue Condo Pre-Sales
Retail Pre-Leasing
Commercial Office Pre-Sales
Project Schedule Calculate Guaranteed Maximum Price
Live Green LLC is expecting a four year development schedule for Select General Contractor
Site Construction
Ashley Greens. Our focus for the first nine months of development Building in Operation
will be to obtain the site, coordinate construction with the
community stakeholders and refine the design criteria. Very shortly
Financial Analysis 27
Development Financing sell 50% of the 24 available for sale units prior to the grand opening
The initial funding for construction of Ashley Greens will be in the and the other 50% will be sold in year 2 of operations.
form of a construction loan based on a 24 month period. The
Residential Unit Sales Forecast
interest rate for this construction loan will be 8.25% with a 1%
Type of Unit Year 1 Units Sold Year 2 Units Sold
construction loan fee. With the expectation that the Ashley Green
1519 SF 3 Bedroom 4 4
site will be stabilized, Live Green will replace the construction loan 1360 SF 3 Bedroom 4 4
after 24 months with a ten year fixed interest rate loan at 6%. 1153 SF 2 Bedroom 4 4
Residential Sales Forecast
With a Loan-to-Value ratio of 70%, Live Green LLC will require Type of Unit Year 1 Total Sales Year 2 Total Sales
$6,583,600 in equity financing. Since the Ashley Green project will 1519 SF 3 Bedroom $1,000,000.00 $1,000,000.00
enhance downtown Ann Arbor, Live Green LLC reasonably expects 1360 SF 3 Bedroom $960,000.00 $960,000.00
1153 SF 2 Bedroom $880,000.00 $880,000.00
$1,753,000 of this equity financing to come from Tax Incremental Total Sales $2,840,000.00 $2,840,000.00
Financing (TIF). This $1,753,000 represents 25% of the maximum
total value of Tax Incremental Financing (see Appendix A-4 for TIF Financial Attractiveness
Calculation). This amount is a result of a negotiation with the City of As a result of prior planning, a clearly reasoned market
Ann Arbor. strategy and best in class design , The Ashley Greens
development has generated a very profitable investment
In light of the proceeds received from the TIF, the amount of cash
opportunity. Using current market predictions, Ashley
from private equity sponsorship will be approximately $4,830,000.
Greens will generate an NPV of $3,675,000 with a cap rate
This amount will be generated from at least three different sources.
of 8.5%. While NPV is a significant measure of profitability,
Three partners in Live Green LLC have committed to investing.
there are other measures that are also important. These
Alternatively, McKinley Group has expressed interest in taking a
measures include but are not limited to Internal Rate of
significant role in underwriting this development. Live Green LLC is
Return (IRR) and Return on Equity (ROE). Ashley Greens will
also reviewing offers from Bluestone Realty Advisors and Peter
perform significantly in both measures. The expected IRR of
Allen & Associates.
the development is 33% and the ROE is 43% in year one.
Rental and Sales Pricing
Financial Risks
Ashley Greens Development has 64 total residential units available.
All real estate projects have some degree of risk associated with
24 of these units are available for sale, and 16 of the units will used
them. Indeed, in real estate as in life, there are no rewards without
for “affordable housing” with below market prices. We expect to
Financial Analysis 28
some degree of risk. The table below identifies the effect on IRR of LLC’s exit strategy for the Ashley Greens development is to sell the
changes in rental rates, cap rates and vacancy rates. entire development in 2014 (Year 3 of operation). With an NOI of
$2,264,000 in that year and an exit Cap rate of 8.5% the
SENSITIVITY ANALYSIS
developments will have a value of $26,600,000.
% Delta
Variable Value IRR from Conclusion
mean
$22 29% -4%
As a result of proper due diligence, a unique market strategy and
Residential Rents /
$24.76 33% 0% sound financial analysis, Ashley Greens represents a significant
SF
$26 34% 1% revenue generating opportunity. Due to fact that variability is
7.50% 42% 9% inherent in estimates, Live Green has performed a Best Case and
Cap Rates 8.5% 33% 0% Worst Case analysis of the NPV and IRR. As shown below, in the
9.5% 24% -9% worst case scenario, the IRR is 33% and the NPV is $3,765,000. Even
Vacancy Rates 3 yr.
9.0% 38% 5% in the worst case scenario the Ashley Greens development produces
average
14.0% 33% 0% a substantial NPV and remains an attractive investment
19.0% 27% -6%
opportunity.

Significant risks include:

Worst Case (-10%) Expected Best Case (+10%)
• A $2.76 decrease in rental prices per square foot will reduce NPV $3,307,810 $3,675,344 $4,042,878
the project’s IRR by 4% IRR 30% 33% 36%
• A 1% increase in the Cap Rate will decrease the projects IRR
by 9%
• A 5% increase in the three year average vacancy rate will
reduce IRR by 6%

See Appendix E for a more in-depth sensitivity analysis.

Exit Strategy
A well thought out exit strategy is imperative to the long term
profitability of a real estate development corporation. Live Green
Appendix A-1 Pro-Forma and Revenue Sources

PRO-FORMA REVENUE -- SOURCES

2011 2012 2013 2014
REVENUE: Revenue -- Rentals
Office Rent - $687,624 $708,253 $729,500 Type of Unit Effective Area (ft2) Gross Rent per ft2 (YR 1 $) Rent (YR 1 $)
Retail Rent - $762,624 $785,503 $809,068 Office 28,651 $24.00 $687,624 Residential Unit Sales Forecast
Residential Rent - $829,159 $854,033 $879,654 Retail 31,776 $24.00 $762,624 Type of Unit Year 1 Units Sold Year 2 Units Sold
Residential Sales - $2,840,000.00 $2,840,000.00 - Residential -- Normal 27,672 $24.76 $685,159 1519 SF 3 Bedroom 4 4
Roof Garden Revenue - $14,400.00 $19,200.00 $24,000.00 Affordable Housing 11,312 $12.73 $144,000 1360 SF 3 Bedroom 4 4
Parking Rent Revenue - $82,000.00 $82,000.00 $82,000.00 Total 99,411 $ 2,279,407 1153 SF 2 Bedroom 4 4
Special Events Revenue - $80,000.00 $100,000.00 $100,000.00 Residential Sales Forecast
Vacancy - ($455,881) ($352,168) ($169,276) REVENUE -- SALES Type of Unit Year 1 Total Sales Year 2 Total Sales
Reimbursed CAM - $555,707 $572,379 $589,550 Residential Units SF Price / SF Sales Price 1519 SF 3 Bedroom $ 1,000,000 $ 1,000,000
Gross Revenue - $4,708,009 $5,609,199 $3,044,497 1519 SF 3 Bedroom 1,519 $164.58 $ 250,000 1360 SF 3 Bedroom $ 960,000 $ 960,000
1360 SF 3 Bedroom 1,360 $176.47 $ 240,000 1153 SF 2 Bedroom $ 880,000 $ 880,000
OPERATING EXPENSES: 1153 SF 2 Bedroom 1,153 $190.81 $ 220,000 Total Sales $ 2,840,000 $ 2,840,000
Roof Soil and Irrigation - ($5,000) ($5,000) ($5,000)
Roof Maintenance - ($65,000) ($65,000) ($65,000)
Sales Commissions (3%) - ($85,200) ($85,200) - Roof Garden Plot Rental Revenue
Closing Costs- Transfer Tax (.86%) - ($24,424) ($24,424) - Garden Plot Sizes SF # of plots available Price / SF Total Revenue % Rented Yr. 1 % Rented Yr. 2 % Rented Yr. 3
Title - Recording (.25%) - ($7,100) ($7,100) - Large 60 50 $3.00 $9,000.00 60% 80% 100%
Gas & Electric - ($54,676) ($56,316) ($58,006) Medium 40 75 $3.00 $9,000.00 60% 80% 100%
Water & Sewer - ($20,876) ($21,503) ($22,148) Small 20 100 $3.00 $6,000.00 60% 80% 100%
Insurance - ($31,812) ($32,766) ($33,749) Total $24,000.00
Maintenance - ($52,688) ($54,268) ($55,897)
Janitorial - ($79,529) ($81,915) ($84,372) Parking Rental Revenue
Property Taxes - ($316,127) ($325,611) ($335,379) # of spots Yearly Rental Total Rental Sales % Yr. 1 Rented % Yr. 2 Rented % Yr. 3 Rented
Management Fees - ($113,970) ($117,389) ($120,911) 164 1,000 $164,000.00 50% 50% 50%
Total Operating Expenses - ($856,402) ($876,492) ($780,461)
OPERATING EXPENSES
Net Operating Income - $3,851,607 $4,732,707 $2,264,036 Expense Cost per ft2 Total Area (ft2) Expense--YR 1
Less Debt Service - ($1,007,520) ($1,007,520) ($1,007,520) Water & Sewer ($0.21) 99,411 ($20,876)
Before Tax Cash Flow - $2,844,087 $3,725,187 $1,256,516 Insurance ($0.32) 99,411 ($31,812)
Less: Depreciation - ($682,454) ($682,454) ($682,454) Gas & Electric ($0.55) 99,411 ($54,676)
Taxable Income - $2,161,634 $3,042,734 $574,062 Maintenance ($0.53) 99,411 ($52,688)
Janitorial ($0.80) 99,411 ($79,529)
CASH FLOW ANALYSIS: Property Taxes ($3.18) 99,411 ($316,127)
Before Tax Cash Flow - $2,844,087 $3,725,187 $1,256,516
Less: Income Tax - ($756,572) ($1,064,957) ($200,922)
Equity Investment ($6,583,607) - - -
Sales Proceeds (12/31/07) - - $0 $7,103,259
Total Cash Flow ($6,583,607) $2,087,515 $2,660,230 $8,158,853

Return on Equity 43% 57% 19%

Debt Service Coverage 382% 470% 225%

NPV $3,675,344
IRR 33%

*Green Roof maintenance estimated at $2 per sq.ft

*Sales Commision 3% of total apt sales
*Closings Costs .86% of total apt sales
*Title Recording .25% of total apt sales
*Cost per square footages of Water & Sewer, Insurance, Gas & Electric, Maintenance, and Property Taxes are based off of prior term projects

*inflation number from http://www.forecasts.org/inflation.htm

http://www.cityfarmer.org/roofFuture.html
Appendix A-2 Ashley Greens Construction Costs

Ashley Greens Pro-Forma Construction Costs

Property Location: On Ashley Between William and Liberty
Approximate Parcel Size: 124' x 444' = 55,056 Square Feet
Ann Arbor Cost Modifier: 99.8

Development Data (User Input) Total SF Development Description

Condos / Apartments (Low Rise 1 to 3 Stories) 28,652 SF triple net lease residential apartment units, varying in size, located on 3rd f
Condos / Apartments (Mid Rise 4 to 8 Stories) 48,804 SF triple net lease residential apartment units, varying in size
Condos / Apartments (High Rise 8 to 24 Stories) SF
Public Housing (Low Rise 1 to 3 Stories) SF
Public Housing (Mid Rise 4 to 7 Stories) SF
Offices (Low Rise 1 to 4 Stories) 28,652 SF 2nd flr. Office units
Offices (Mid Rise 5 to 10 Stories) SF
Offices (High Rise 11 to 20 Stories) SF
Hotel / Inn (57,000 SF to 150,000 SF Total Area) SF
Hotel / Inn (Over 150,000 SF Total Area) SF
Community Centers / Health Clubs (Minimum 30,000 SF) SF
Department Stores SF
Retail Stores (Individual) 32,300 SF 1st flr. Retail units
Resturants SF
Banks SF
Greenspace (Landscpaing) 8,800 SF
Hard Scape (Landscaping) 8,800 SF
Green Roof 32,500 SF Green roof used for garden plots, CAM, and special events
Parking Decks (Under 150,000 SF Total Area / Above Grade) SF
Parking Decks (Under 150,000 SF Total Area / Below Grade) 51,000 SF All parking is available to rent
Parking Decks (Over 150,000 SF Total Area / Above Grade) SF
Parking Decks (Over 150,000 SF Total Area / Below Grade) SF

Total Development Area 239,508 SF

Floor Area Ratio 435%

Base Upgrade % Total Cost / SF Cost / SF

Base Cost of Construction Estimate Cost / SF Base Cost Applied Base Cost Dev. Type Total

Condos / Apartments (Low Rise 1 to 3 Stories) $78.50 $ 2,244,684 1.00 $ 2,244,684 $ 78.34 $ 9.37
Condos / Apartments (Mid Rise 4 to 7 Stories) $100.00 $ 4,870,639 1.00 $ 4,870,639 $ 99.80 $ 20.34
Condos / Apartments (High Rise 8 to 24 Stories) $105.94 $ - 1.00 $ - NA $ -
Public Housing (Low Rise 1 to 3 Stories) $82.14 $ - 1.00 $ - NA $ -
Public Housing (Mid Rise 4 to 7 Stories) $99.50 $ - 1.00 $ - NA $ -
Offices (Low Rise 1 to 4 Stories) $111.00 $ 3,174,011 1.00 $ 3,174,011 $ 110.78 $ 13.25
Offices (Mid Rise 5 to 10 Stories) $90.64 $ - 1.00 $ - NA $ -
Offices (High Rise 11 to 20 Stories) $115.51 $ - 1.00 $ - NA $ -
Hotel / Inn (57,000 SF to 150,000 SF Total Area) $104.39 $ - 1.00 $ - NA $ -
Hotel / Inn (Over 150,000 SF Total Area) $101.71 $ - 1.00 $ - NA $ -
Community Centers / Health Clubs $160.17 $ - 1.00 $ - NA $ -
Department Stores $68.50 $ - 1.00 $ - NA $ -
Retail Stores (Individual) $78.00 $ 2,514,361 1.00 $ 2,514,361 $ 77.84 $ 10.50
Resturants $145.23 $ - 1.00 $ - NA $ -
Banks $162.17 $ - 1.00 $ - NA $ -
Greenspace (Landscpaing) $2.73 $ 23,972 1.00 $ 23,972 $ 2.72 $ 0.10
Hard Scape (Landscaping) $7.67 $ 67,392 1.00 $ 67,392 $ 7.66 $ 0.28
Green Roof $28.01 $ 908,504 1.00 $ 908,504 $ 3.79
Parking Decks (Under 150,000 SF Total Area / Above Grade) $49.96 $ - 1.00 $ - NA $ -
Parking Decks (Under 150,000 SF Total Area / Below Grade) $47.00 $ 2,392,206 1.00 $ 2,392,206 $ 46.91 $ 9.99
Parking Decks (Over 150,000 SF Total Area / Above Grade) $41.72 $ - 1.00 $ - NA $ -
Parking Decks (Over 150,000 SF Total Area / Below Grade) $53.20 $ - 1.00 $ - NA $ -

Base Construction Cost Estimate $ 16,195,769 $ 16,195,769 $ 67.62

Final Cost of Construction Estimate

Total Base Cost of Construction Estimate $ 16,195,769 $ 67.62 per SF Total
Land Acquisition $ 1,619,577 $ 6.76 per SF Total
Demolition of Existing Pavement (Fixed at $0.70 / SF) $ 38,539 $ 0.16 per SF Total
Site Work and Underground Utility Work ($5.15 / SF of Parcel) $ 283,538 $ 1.18 per SF Total
Subotal - Hard Construction Costs $ 18,137,423 $ 75.73 per SF Total

Construction Project Management Fees (2.75% of Total Construction Costs) $ 498,779 $ 2.08 per SF Total
Initial Site Survey $ 7,500 $ 0.03 per SF Total
Legal Costs $ 15,000 $ 0.06 per SF Total
Soil Boring / Foundation Analysis $ 50,000 $ 0.21 per SF Total
Arcitectural / Engineering Fees (6% of Total Construction Costs) $ 1,088,245 $ 4.54 per SF Total
Permit Fees (Per City of Ann Arbor Schedule) $ 109,556 $ 0.46 per SF Total
Plan Review Fees (Per City of Ann Arbor Schedule) $ 43,822 $ 0.18 per SF Total
Subtotal - Soft Construction Costs $ 1,812,902 $ 7.57 per SF Total

Total Project Hard and Soft Construction Costs $ 19,950,326 $ 83.30 per SF Total
10.00% $ 1,995,033 $ 8.33 per SF Total
Total Project Hard and Soft Construction Costs w/ Contingency $ 21,945,358 $ 91.63 per SF Total
Appendix A-3 Loan Amortizations
Terms of Revolving Construction Loan
Total Construction Costs $ 21,945,358
Loan to Value Ratio 70%
Private Equity $ 6,583,607.50
Principal of Loan -- Draw down contract $ 15,361,751
Annual Interest Rate 8.25%
Duration of Loan 24 month
Loan Fee Rate 1%

Period % of loan drawn Project Costs Interest Expense Interest Payment Loan Payable
10-Jan 4.16660% $ 640,062.71 $ 4,400.43 $ - $ 640,062.71
10-Feb 4.16660% $ 640,062.71 $ 8,831.12 $ - $ 1,284,525.85
10-Mar 4.16660% $ 640,062.71 $ 13,292.26 $ - $ 1,933,419.68
10-Apr 4.16660% $ 640,062.71 $ 17,784.08 $ - $ 2,586,774.65
10-May 4.16660% $ 640,062.71 $ 22,306.77 $ - $ 3,244,621.43
10-Jun 4.16660% $ 640,062.71 $ 26,860.56 $ - $ 3,906,990.92
10-Jul 4.16660% $ 640,062.71 $ 31,445.66 $ - $ 4,573,914.19
10-Aug 4.16660% $ 640,062.71 $ 36,062.28 $ - $ 5,245,422.56
10-Sep 4.16660% $ 640,062.71 $ 40,710.64 $ - $ 5,921,547.55
10-Oct 4.16660% $ 640,062.71 $ 45,390.96 $ - $ 6,602,320.90
10-Nov 4.16660% $ 640,062.71 $ 50,103.45 $ - $ 7,287,774.56
10-Dec 4.16660% $ 640,062.71 $ 54,848.34 $ - $ 7,977,940.72
11-Jan 4.16660% $ 640,062.71 $ 59,625.86 $ - $ 8,672,851.78
11-Feb 4.16660% $ 640,062.71 $ 64,436.21 $ - $ 9,372,540.34
11-Mar 4.16660% $ 640,062.71 $ 69,279.64 $ - $ 10,077,039.27
11-Apr 4.16660% $ 640,062.71 $ 74,156.37 $ - $ 10,786,381.62
11-May 4.16660% $ 640,062.71 $ 79,066.63 $ - $ 11,500,600.71
11-Jun 4.16660% $ 640,062.71 $ 84,010.64 $ - $ 12,219,730.05
11-Jul 4.16660% $ 640,062.71 $ 88,988.65 $ - $ 12,943,803.40
11-Aug 4.16660% $ 640,062.71 $ 94,000.88 $ - $ 13,672,854.76
11-Sep 4.16660% $ 640,062.71 $ 99,047.56 $ - $ 14,406,918.34
11-Oct 4.16660% $ 640,062.71 $ 104,128.95 $ - $ 15,146,028.62
11-Nov 4.16660% $ 640,062.71 $ 109,245.26 $ - $ 15,890,220.28
11-Dec 4.16660% $ 640,062.71 $ 114,396.76 $ 1,392,419.97 $ 16,639,528.25

Principal Payment $ 15,247,108

Loan Interest Expense $ 1,392,419.97
Construction Loan Fee $ 152,471.08
Total Construction Loan costs $ 16,791,999.33

Terms of Fixed Interest Rate Permanent Loan

Annual Interest Rate 6%
Principal of Loan $ 16,791,999.33
Duration 10 years
Debt Covenant Requirement 80% Pre-leased

Period Loan Payable Interest Expense Cash Payment

2012 $ 16,791,999.33 $ 1,007,519.96 $ 1,007,519.96
2013 $ 16,791,999.33 $ 1,007,519.96 $ 1,007,519.96
2014 $ 16,791,999.33 $ 1,007,519.96 $ 1,007,519.96
2015 $ 16,791,999.33 $ 1,007,519.96 $ 1,007,519.96
2016 $ 16,791,999.33 $ 1,007,519.96 $ 1,007,519.96
2017 $ 16,791,999.33 $ 1,007,519.96 $ 1,007,519.96
2018 $ 16,791,999.33 $ 1,007,519.96 $ 1,007,519.96
2019 $ 16,791,999.33 $ 1,007,519.96 $ 1,007,519.96
2020 $ 16,791,999.33 $ 1,007,519.96 $ 1,007,519.96
2021 $ 16,791,999.33 $ 1,007,519.96 $ 17,799,519.29

Principal Payment $ 16,791,999.33

Interest Payments $ 10,075,199.60
Appendix A-4 TIF Calculation
Tax Increment Financial Subsidy
Interest Rate on
Total Value of Development $ 21,945,358 Fixed Loan 6%
Property Tax Rate 2.50% Period 10 years
Property Taxes YR 1 $ 548,633.96
Non-School Portion (45%) $ 246,885.28
Present Value of Non-School Portion of
Property taxes for 25 years ($7,013,383.29)

Maximum Total Value of TIF Financing $7,013,383.29

Portion of TIF Financing to Live Green LLC $1,753,345.82

% TIF Financing to Live Green LLC 25%

*TIF Financing factored into Equity to calculate initial construction loan and loan to value ratio

Appendix A-5 In-depth Sensitivity Analysis

SENSITIVITY ANALYSIS
% Delta
Variable Value IRR from
mean
$22 30% -3%
Retail Rents /
$24 33% 0%
SF
$26 35% 2%
$22 31% -2%
Office Rents /
$24 33% 0%
SF
$26 35% 2%
$22 29% -4%
Residential $24.76 33% 0%
Rents / SF
$26 34% 1%

7.50% 42% 9%
Cap Rates 8.5% 33% 0%
9.5% 24% -9%
2.0% 31% -2%
Inflation 3.0% 33% 0%
4.0% 34% 1%
9.0% 38% 5%
Vacancy Rates
14.0% 33% 0%
3 yr. average
19.0% 27% -6%
Appendix A-6 Vacancy Rate Calculations

VACANCY RATES

OFFICE
Year Vacancy Rate Total Office Rent Vacancy Costs
YR 1 20% $687,624 $137,525
YR 2 15% $708,253 $106,238
YR 3 7% $729,500 $51,065
RETAIL
Year Vacancy Rate Total Retail Rent Vacancy Costs
YR 1 20% $762,624 $152,525
YR 2 15% $785,503 $117,825
YR 3 7% $809,068 $56,635
RESIDENTIAL
Year Vacancy Rate Total Residential Rent Vacancy Costs
YR 1 20% $829,159 $165,832
YR 2 15% $854,033 $128,105
YR 3 7% $879,654 $61,576

Appendix A-7 Assumptions for Financial Model

Supporting Data
Inflation 3%
Exit Capitalization Rate 8.5%
Management Fees 5%
 TAX RATES
Federal Long Term Capital Gain (5+ years) 15.0%
Federal Ordinary Income 35.0%
Michigan Long Term Capital Gain 3.9%
Michigan Ordinary Income 3.9%

DEPRECIATION
Total Construction Costs $21,945,358
Less Land Acquisition Costs ($1,619,577)
Total Depreciable Basis $20,325,781
% allocation to Residential Rental Property 74%
% Allocation to Non-Residential Real Property 26%
Depreciation
Residential Rental Property 27.5 Years Straight Line
Non-Residential Real Property 39 Years Straight Line
Residential Rental Depreciation $546,948.30
Non-Residential Real Depreciation $135,505.21

GAIN ON SALE
Selling price $26,635,716
Less: Sales Fees (5%) ($1,331,786)
Less: Book Value of Property ($19,897,998)
Plus: Depreciation $2,047,360.53
Taxable Gain $7,453,293
Capital Gain Tax ($1,408,672)

Sales Proceeds $25,303,930

Loan Payoff ($16,791,999)
Capital Gain Tax ($1,408,672)
Cash Flow $7,103,259

FINANCING
Loan to Value 70%
Equity Invested $6,583,607.50
Construction Loan -- Principal $15,361,750.83
Interest Rate 8.25%
Amortization Period (months) 24
Fixed Interest Rate Loan -- Principal $16,791,999.33
Interest Rate 6%
Amortization Period (years) 10
Annual Payment p p $1,007,519.96
of available for lease and for sale units
 RESIDENTIAL LEASE AGREEMENT

The following notice is in 12-point type in accordance with MCL 554.634

NOTICE: Michigan law establishes rights and obligations for parties to rental
agreements. This agreement is required to comply with the Truth in Renting Act. If you
have a question about the interpretation or legality of a provision of this agreement, you
may want to seek assistance from a lawyer or other qualified person.

This lease (the Lease) is entered into on [date], between LiveGreen LLC, of 2117 Go Blue
Lane, Big House MI (Landlord), and [name of tenant], of [address] (Tenant), on the terms and
conditions set forth below.

1. Basic Lease Provisions. The basic lease provisions are stated forth below and further
explained in the section referenced to the right of each provision:

(a) Premises: ASHLEY GREENS, Unit Number ______ See §2

(b) Term: for ____ year(s), beginning _________, and ending _________ See §3
(c) Rent: $________ per month beginning _________ See §4
(d) Security deposit: $_________ See §5
(e) Number of occupants: ____ See §6
Names of persons who will occupy the Premises with the Tenant:

________________________________________________________
(f) Tenant shall be responsible for the utilities checked below: See §17
_____ Garbage removal
_____ Water and sewer
_____ Gas
__x _ Electricity
__x _ Telephone

2. Premises. The Tenant leases from Landlord the real property as referenced in section 1(a)
(the Premises), together with any furnishings, fixtures, personal property, and appurtenances
furnished by Landlord for Tenant’s use.

3. Term. The term of this Lease shall be for the term beginning and ending as stated in
section 1(b). References in this Lease to the term of the Lease include any renewal terms.
Tenant shall receive possession on the signing of the Lease.

4. Rent. Tenant shall pay Landlord, by check or money order, at the address stated above or
an address designated by Landlord, monthly rent installments as stated in section 1(c),
payable in advance, on or before the fifth day of each month during the term of this Lease.
Tenant shall pay the first monthly installment when Tenant signs the Lease. Tenant shall pay
Landlord a late fee of $25 for each monthly installment not received by Landlord within five
days of its due date. This increase shall be considered additional rent and shall compensate
Landlord for costs incurred because of late payments. Landlord’s right to collect this
additional rent shall be in addition to Landlord’s right to take action under other provisions of
this Lease for Tenant’s default in paying rent. The Tenant shall pay all additional rent to
Landlord promptly after the due date of the delinquent installment. All rent paid after the due
date and payments to cover checks that have been returned for insufficient funds must be paid
at the place designated for payment, by cashier’s check, certified check, or money order.

5. Security deposit. On the signing of the Lease, Tenant deposited with Landlord a security
deposit in the amount stated in section 1(d) (not to exceed 11/ 2 months’ rent) as a security
deposit to reimburse Landlord for actual damages to the rental unit or ancillary facilities that
directly result from conduct not reasonably expected in the normal course of habitation of a
dwelling and to pay Landlord for all rent in arrearage or due for premature termination of this
Lease by Tenant and for any of Tenant’s utility bills not paid by Tenant. Tenant is liable for
any balances remaining unpaid after Landlord applies the security deposit to such amounts.

6. Use. Tenant shall use the Premises solely as a single-family residence. No persons other
than those listed at the end of this Lease shall occupy the Premises for more than seven days
during the term of this Lease without prior written consent from Landlord. The maximum
number of persons permitted to occupy the Premises is set forth in section 1(e). The names of
all persons who will occupy the Premises are also set forth in section 1(e).

Tenant agrees that neither Tenant, nor a member of Tenant’s household, nor any other person
under Tenant’s control will unlawfully manufacture, deliver, possess with intent to deliver, or
possess a controlled substance on the Premises.

7. Condition of the Premises. Tenant acknowledges that no representations about the

condition of the Premises or promises to alter or to improve the Premises before or during the
term of the Lease have been made except as stated in this Lease.

8. Maintenance, repairs, and damage of the Premises. Throughout the term of the Lease,
Tenant shall maintain the Premises in good condition and shall allow no waste of the
Premises or any utilities. Tenant shall be liable for any damage to the Premises or to
Landlord’s other property that is caused by the acts or omissions of Tenant or Tenant’s
guests. Tenant shall pay, on Landlord’s demand, to replace any broken window glass on the
Premises or any lost or broken keys.

9. Decorations and alterations. Other than hanging decorations on the walls with nails or
other materials approved by Landlord, Tenant shall not alter or decorate the Premises without
prior written consent from Landlord. Landlord’s consent to a particular decoration or
alteration shall not be deemed consent to future decorations or alterations. Tenant shall not
remove any furnishings Landlord furnishes to Tenant, drive nails into the woodwork, or use
any adhesive material on the walls without prior written consent from Landlord.

10. Assignments and subleases. Tenant shall not assign this Lease or sublease any part of
the Premises.
11. Interruption of services. As long as the Premises are habitable and Landlord makes any
repairs or improvements within a reasonable period of time, any interruption of services or
utilities, inconvenience, or discomfort arising from repairs or improvements to the Premises
shall not affect this Lease, reduce the rent, or be construed as an eviction.

12. Prohibitions. Neither Tenant nor Tenant’s guests shall

a. install any equipment or appliances that, in Landlord’s opinion, cause an unsafe

condition on the Premises;

b. accumulate refuse on or around the Premises that might pose a health hazard to Tenant
or to Tenant’s neighbors;

c. allow any activity on or around the Premises that would result in an increase in fire
insurance premiums for the Premises;

d. permit any flammable liquids or explosives to be kept on or around the Premises;

e. permit on the Premises any act that would injure Landlord’s reputation or interfere with
the rights or the quiet enjoyment of other persons;

f. change or install any locks on the Premises or in the building where the Premises are
located without written consent from Landlord;

g. bring any water beds, floor safes, or other heavy objects on the Premises;

h. bring any animals on the Premises without written consent from Landlord;

i. unlawfully manufacture, deliver, possess with intent to deliver, or possess a controlled

substance on the leased premises; or

j. permit any laws to be violated on the Premises.

13. Access to the Premises. Tenant shall allow Landlord and Landlord’s agents reasonable
access to the Premises to inspect, repair, alter, or improve the Premises. Tenant shall also
allow insurance carriers and representatives, fire department inspectors, police, or local
health authorities to inspect the Premises to the extent permitted by law. Tenant shall allow
Landlord or Landlord’s agents to show the Premises to prospective Tenants at reasonable
times during the 60 days before the term of this Lease expires and to prospective purchasers
on reasonable notice to Tenant.

14. Vacation or abandonment of the Premises. If Tenant removes substantially all Tenant’s
property from the Premises, Landlord may immediately enter and redecorate the Premises
without abatement of rent; and these acts shall not affect Tenant’s obligations under this
Lease. If Tenant abandons the Premises before the Lease expires, all rent for the remainder of
the term of the Lease shall immediately become due.

15. Property loss or damage. To the extent permitted by law, Landlord and Landlord’s
agents shall not be liable for any damage to property or loss of property that is caused by theft
or casualty on the Premises. Landlord recommends that Tenant obtain insurance to protect
Tenant’s personal property against such loss or damage.

16. Damage or destruction of the Premises. If a casualty partially destroys the Premises but
they can be restored to a tenantable condition within 30 days, Landlord shall repair the
Premises with reasonable dispatch; however, Landlord’s obligation to repair the Premises
shall be limited to the amount of insurance proceeds actually received by Landlord. Tenant’s
obligation to pay rent shall be suspended while the Premises are untenantable. If a casualty
damages the Premises to the extent that they cannot be restored to a habitable condition
within 30 days, either party may terminate this Lease by giving the other party written notice
within 15 days after the casualty. Landlord shall not be liable for any reasonable delay or for
providing housing for Tenant during repairs.

17. Utilities. Tenant is responsible for the costs of the utilities and services for the Premises
marked in section 1(f). Landlord is responsible for the payment of the cost of the services and
utilities listed in that section and not marked for payment by Tenant.

18. Termination. When this Lease terminates, Tenant shall surrender possession of the
Premises to Landlord in the condition they were in when they were delivered to Tenant,
except for normal wear and tear. Tenant shall also return all keys for the Premises to
Landlord.

19. Default and Landlord’s remedies.

a. If Tenant defaults on any obligations under this Lease or misrepresents any information
in the application for this Lease, Landlord may, on written notice to Tenant, terminate the
Lease and enter the Premises as permitted by law; Tenant and any other occupants shall
surrender the Premises to Landlord by the date stated in the notice. If Landlord terminates
the Lease, Landlord may recover Landlord’s expenses for enforcing Landlord’s rights
under the Lease and applicable law, including court costs and attorney fees, from Tenant,
as permitted by statute; and rent for the rest of the term of the Lease shall immediately
become due. Tenant may not be liable for the total accelerated amount because of
Landlord’s obligation to minimize damages, and either party may ask a court to determine
the actual amount owed, if any. If Tenant fails to pay rent or any other sums when due to
Landlord, Landlord serves a notice of default on Tenant as required by law, and Tenant
fails to remit the amounts due before the notice period expires, the amount of court costs
and attorney fees incurred by Landlord in enforcing Landlord’s remedies and allowed by
statute shall be added to the amount of the arrearage.
 b. It is a violation of this lease if Resident, a member of Resident’s household, or any
other person under Resident’s control unlawfully manufactures, delivers, possesses with
intent to deliver, or possesses a controlled substance as defined by Michigan law
anywhere on the leased premises, including the apartment or any part of the apartment
building or common areas or facilities. Pursuant to Michigan law, if Resident violates this
provision, Owner may serve a written demand for possession for termination of this lease,
giving Resident 24 hours’ notice of the lease termination and demand for possession.
Resident acknowledges that an order of eviction/writ of restitution may be issued by the
court immediately after the entry of a judgment for possession. Resident’s initials: _____.

20. Holding over. Tenant may, with Landlord’s permission, continue to occupy the Premises
after the term of this Lease expires without renewing this Lease or signing another lease for
the Premises. Such tenancy shall be on a month-to-month basis and subject to the provisions
of this Lease except that the monthly rent shall increase 10 percent from the rent for the last
month of the term of the Lease, and Landlord may increase rent on 30 days’ notice to Tenant.

21. Notices. Any notices under this Lease shall be in writing and delivered to the recipient
personally or by first-class mail fully prepaid at the recipient’s last known address. Unless
otherwise required by law, the date of service shall be the date of hand delivery or the mailing
date.

22. Modifications. No modifications of this Lease shall be binding unless they are in writing
and signed by Landlord and Tenant.

23. Whole agreement. This Lease sets forth the entire agreement between Landlord and
Tenant. There are no verbal or written agreements that are not contained in this Lease
between the parties.

24. Binding effect. This Lease shall bind and benefit the parties to the Lease and their heirs,
personal representatives, successors, and permitted assigns.

25. Severability. If any provision of this Lease is invalid, unlawful, or unenforceable to any
extent, the rest of the Lease and the application of the provision to persons or circumstances
other than those for which it is invalid, unlawful, or unenforceable are not affected.

26. Effective date. This ease is effective on the date first stated in this Lease.

TENANT LANDLORD
[Name of landlord]

/s/______________________________ By: /s/_______________________________

[Typed name of tenant] [Typed name of authorized signer]
Its: [Title of authorized signer]
 STATE REQUIRED NOTICES TO RESIDENTIAL TENANTS

MICHIGAN TRUTH IN RENTING ACT NOTICE

NOTICE: MICHIGAN LAW ESTABLISHES RIGHTS AND OBLIGATIONS FOR

PARTIES TO RENTAL AGREEMENTS. THIS AGREEMENT IS REQUIRED TO COMPLY
WITH THE TRUTH IN RENTING ACT. IF YOU HAVE A QUESTION ABOUT THE
INTERPRETATION OR LEGALITY OF A PROVISION OF THIS AGREEMENT, YOU MAY
WANT TO SEEK ASSISTANCE FROM A LAWYER OR OTHER QUALIFIED PERSON.

MICHIGAN SECURITY DEPOSIT ACT NOTICE

TO TENANT: YOU MUST NOTIFY YOUR LANDLORD IN WRITING WITHIN

FOUR (4) DAYS AFTER YOU MOVE OF A FORWARDING ADDRESS WHERE YOU CAN
BE REACHED AND WHERE YOU WILL RECEIVE MAIL; OTHERWISE YOUR
LANDLORD SHALL BE RELIEVED OF SENDING YOU AN ITEMIZED LIST OF
DAMAGES AND THE PENALTIES ADHERENT TO THAT FAILURE.

NOTICE OF LIMITED CANCELLATION RIGHTS

A Tenant who has occupied the Premises for more than thirteen (13) months may terminate
this lease upon sixty (60) days written notice to Landlord if: (i) Tenant has become eligible during
the term to take possession of a subsidized rental unit in senior citizen housing and provides
Landlord with written proof thereof; or (ii) Tenant has become incapable during the term of living
independently, as certified by a physician in a notarized statement. Election to cancel under this
paragraph is limited to the Tenant to whom the foregoing applies, and the lease continues in full
force and effect for remaining Tenants
 APPLICATION TO RENT PROPERTY

Please answer the following questions fully.

PERSONAL INFORMATION
Name: ________________________________________________________________

Current address: ________________________________________________________

Current phone nos. Home: ____________Work: ____________Mobile: ____________

Social Security no.: ______________________________________________________

Drivers license no.: ______________________________________________________

EMPLOYMENT
Employment status, including occupation and/or student status: ___________________

______________________________________________________________________

Name of current employer: ________________________________________________

Current employer’s address and phone no.: ___________________________________

Length of time with current employer: _______________________________________

Position with current employer: ____________________________________________

Gross monthly income: $__________________________________________________

Name, address and phone no. of prior employer if with current employer less than one
year: __________________________________________________________________

RENTAL HISTORY

Name & Address of current landlord: ___________________________________

______________________________________________________________________

Date current lease expires: _________________________________________________

How long have you lived at your current address? ______________________________

Have you ever been evicted or sued by a landlord? ____________ If yes, explain _____

______________________________________________________________________
 OTHER
Number of occupants covered by this application: ________ adults _________ children

Have you ever been convicted of a criminal offense? ____________ If yes, explain: ___

______________________________________________________________________

______________________________________________________________________

Have you ever filed for bankruptcy? _______________ If yes, when _______________

CONDITIONS

Landlord may refuse to rent to Applicant if any of the information provided herein is
found to be untrue, and may terminate Applicant’s tenancy if information provided herein
is found to be untrue after renting to Applicant.

If Landlord rents premises to Applicant, possession of the unit shall not be provided to
Applicant until, in Landlord’s sole discretion, the premises are ready for occupancy.

Except as provided in the lease, the Landlord shall not be liable for damages in the event
the premises are not ready for occupancy on the date prescribed in the lease, and Landlord
shall not be liable for damages in any event where the premises cannot be occupied on the
prescribed date because of causes beyond Landlord’s control.

I authorize the person to whom this application is made and any credit bureau or other
investigative agency employed by such person to investigate any references herein listed
or statements or other data obtained from me or from any other source pertaining to my
credit or financial responsibility. I also authorize the person to whom this application is
made (including his or her agents) to obtain a copy of my credit report to assist in
evaluating my application and, thereafter, to obtain and use in attempting to collect
unpaid rent, late fees, or other charges from me.

I CERTIFY THAT ALL OF THE INFORMATION I HAVE PROVIDED IN

RESPONSE TO THE QUESTIONS CONTAINED IN THIS APPLICATION IS TRUE. I
FURTHER CERTIFY THAT I HAVE READ THE CONDITIONS CONTAINED AT
THE BOTTOM OF THE APPLICATION FORM, THAT I UNDERSTAND THEM,
AND THAT I VOLUNTARILY SUBMIT THIS APPLICATION.

Dated: ____________ /s/____________

Applicant signature
 ASHLEY GREENS COMMERCIAL LEASE

Project: The Crossings

Landlord Live Green L.P.

Tenant:_________., a Michigan corporation

INDEX TO LEASE

ARTICLE TITLE PAGE

1. DEFINITIONS AND CERTAIN BASIC PROVISIONS ............................................................ 1

2. GRANTING CLAUSE ................................................................................................................ 2

3. DELIVERY OF PREMISES ........................................................................................................ 2

4. RENT ........................................................................................................................................... 2

5. SALES REPORTS, RECORDS AND FINANCIAL STATEMENTS ........................................ 4

6. TENANT’S RESPONSIBILITY FOR TAXES, OTHER REAL ESTATE

CHARGES AND INSURANCE EXPENSES ............................................................................. 5

7. COMMON AREAS ..................................................................................................................... 5

8. MERCHANTS’ ASSOCIATION OR PROMOTIONAL FUND ................................................ 7

9. USE AND CARE OF PREMISES ............................................................................................... 7

10. MAINTENANCE AND REPAIR OF PREMISES ...................................................................... 9

11. ALTERATIONS .......................................................................................................................... 9

12. LANDLORD’S RIGHT OF ACCESS ......................................................................................... 10

13. SIGNS; STORE FRONTS ........................................................................................................... 10

14. UTILITIES ................................................................................................................................... 10

15. INSURANCE COVERAGES ...................................................................................................... 10

16. WAIVER OF LIABILITY; MUTUAL WAIVER OF SUBROGATION.................................... 11

17. DAMAGES BY CASUALTY ..................................................................................................... 11

18. EMINENT DOMAIN .................................................................................................................. 12

19. ASSIGNMENTS AND SUBLETTING ....................................................................................... 12

20. SUBORDINATION; ATTORNMENT; ESTOPPELS ................................................................ 13

Ashley Greens Commercial i

21. DIRECTION OF TENANT’S ENERGIES ................................................................................. 14

22. DEFAULT BY TENANT AND REMEDIES .............................................................................. 14

23. LANDLORD’S CONTRACTUAL SECURITY INTEREST...................................................... 17

24. HOLDING OVER ........................................................................................................................ 18

25. NOTICES ..................................................................................................................................... 18

26. COMMISSIONS; TITLE ADVICE ............................................................................................. 18

27. REGULATIONS; ADA ............................................................................................................... 18

28. TENANT’S BANKRUPTCY; LANDLORD’S REMEDIES ...................................................... 18

29. LANDLORD DEFAULT ............................................................................................................. 19

30. MISCELLANEOUS .................................................................................................................... 19

Exhibit A Legal Description

Exhibit B Site Plan
Exhibit C Sign Criteria
Exhibit D Building Rules and Regulations
Exhibit E Work Letter - Leasehold Improvements
Exhibit F Guaranty
Exhibit G Renewal Option
Exhibit H-1 Exclusives
Exhibit H-2 Prohibited Uses
Exhibit I Commencement Date Agreement

Ashley Greens Commercial ii

 COMMERCIAL LEASE

ARTICLE 1
DEFINITIONS AND CERTAIN BASIC PROVISIONS

1.1 The following list sets out certain defined terms and certain financial and other information
pertaining to this Lease (herein so called):

(a) “Landlord”: LiveGreen LLC., a Michigan limited liability corporation

(b) LiveGreen LLC, 2117 Go Blue Lane, Big House MI

Landlord’s e-mail address for delivery of plans:

(c) “Tenant”: __________________________, a Michigan corporation

(d) Tenant’s address:

Tenant’s e-mail address for delivery of plans:_______________________

(e) Tenant’s trade name:

(f) Tenant’s emergency telephone number:

Tenant’s telecopier number:

(g) Tenant’s Guarantor:

(h) “Agent(s)”:

(i) “Project”: Landlord’s property located in the City of _________, _______ County, Ohio, which
property is described or shown on Exhibit A attached to this Lease. Notwithstanding anything to the contrary
contained herein, Landlord may be replatting the Project and upon such replatting (if any), the recording information
for such replat shall be the legal description of the Project. Landlord and Tenant acknowledge and agree that
Landlord may replat and subdivide the Project (and one or more of such parcels may be removed from the definition
of “Project”), so long as Landlord imposes upon each parcel (if such replatting actually creates separate parcels), a
reciprocal easement agreement providing for common area usage by all parcels, cross access, parking (if deemed
appropriate by Landlord), and pedestrian access, as well as utility easements for each of the subdivided parcels. The
square footage of the Project and Tenant’s Proportionate Share shall be adjusted if deemed necessary by Landlord.
Notwithstanding anything to the contrary contained herein, additional lots may be created or subdivided in the
Project and/or subject to ground leases, including, without limitation, Lot 9148 or Lot 9149 (if First Merit Bank
moves to such Lot 9149), which Lot 9148 or Lot 9149is currently owned by Landlord but not included in the
definition of Project (Lot 9148 or Lot 9149 together with any and all other ground lease locations are herein
sometimes collectively referred to as the “Ground Lease Premises”). Such Ground Lease Premises may then be
self-maintained and/or removed from certain obligations for taxes, insurance and CAM and may be then currently
owned by Landlord but not included in the definition of “Project”. In the event that such ground lease(s) are entered
into, amended or terminated, Landlord may include (for any Ground Lease Premises for which a ground lease is not
entered into or terminated) or exclude (for any Ground Lease Premises for which a ground lease is entered into or
amended), the Ground Lease Premises in the definition of Project and Tenant’s Proportionate Share shall then
change to reflect the inclusion or exclusion upon written notice from Landlord to Tenant (for such items that are
either included or excluded in such ground lease(s)). Notwithstanding anything to the contrary contained herein,
Landlord agrees that in the event that any items contained in this Lease were to be shared by such Ground Lease
Premises (e.g. real estate charges, insurance expenses or CAM), Landlord agrees to exclude any of such items
separately paid for or maintained by such Ground Lease Premises from the items to be paid by Tenant hereunder
(such inclusion or exclusion is sometimes herein collectively referred to as a “Ground Lease Adjustment”).

Brewer/Crossings Purchase/Lease Tenant.1 1

 (j) “Demised Premises”: a store unit in the Project containing approximately 13,500 square feet in
area (measured by calculating lengths and widths to the exterior of outside walls and to the center of interior walls)
and being described or shown on Exhibit B attached to this Lease. With regard to Exhibit B, the parties agree that
the exhibit is attached solely for the purpose of locating the Project and the Demised Premises within the Project and
that no representation, warranty, or covenant is to be implied by any other information shown on the exhibit (i.e.,
any information as to buildings, dimensions, tenants or prospective tenants, etc. is subject to change at any time).
Notwithstanding anything to the contrary contained herein, upon completion of the Landlord’s Work (as hereinafter
defined), Landlord shall provide written notice to Tenant of the exact square footage of the Demised Premises as
calculated by Landlord’s architect or engineer. Such determination shall be final and all items in this Lease (e.g.
Minimum Guaranteed Rental, Percentage Rental, Breakpoint and Tenant’s Proportionate Share [all as hereinafter
defined]), shall be adjusted accordingly. Notwithstanding anything to the contrary contained herein, in the event
that Landlord enters into or terminates a ground lease or does not enter into the ground lease for Lot 9148 or Lot
9149 (“Bank Ground Lease”), and notifies Tenant in writing that it is entering into a ground lease or notifies Tenant
that any ground lease has terminated or notifies Tenant that it is not entering into the Bank Ground Lease, the parties
agree to a Ground Lease Adjustment of all of such items based on the terms of such ground lease or the amount of
square footage completed in the Project by Landlord in the event that Landlord does not enter into any ground
lease(s), the Bank Ground Lease or the ground lease(s) or Bank Ground Lease is/are terminated.

(k) “Commencement Date”: the earlier of (i) the date upon which Tenant opens for business at the
Demised Premises, or (ii) ninety (90) days after the Demised Premises are deemed “ready for occupancy” (as
defined in Exhibit E attached to this Lease), it being Landlord’s estimate that the Demised Premises will be “ready
for occupancy” on or before August 1, 2007.

(l) “Common Area Maintenance Charge” (“CAM”): Approximately $1,800.00 per month, payable in
advance. See Article 7. Tenant acknowledges and agrees that there are two (2) Common Area Maintenance
Charges, (1) Common Area Charges under the recorded OEA related to the legal lot upon which the Demised
Premises is located (“OEA CAM”) and (2) Landlord imposed CAM (as hereinafter defined).

(m) “Lease Term”: Commencing on the Commencement Date and continuing for ten (10) years after
the Commencement Date; provided that if the Commencement Date is a date other than the first day of a calendar
month, the Lease Term shall be extended for the number of days in the remainder of the calendar month in which
the Commencement Date occurs. Additionally, if there are any renewal options granted in this Lease, the phrase
“Lease Term” shall include such renewal options.

(n) “Minimum Guaranteed Rental”: In respect of each full year during years one (1) through ten (10)
of the Lease Term, the Minimum Guaranteed Rental shall equal the product of $12.00 times the number of square
feet in the Demised Premises, payable in advance in equal monthly installments. In respect of each full year during
years eleven (11) through fifteen (15) of the Lease Term (1st Renewal Option; see Exhibit G), the Minimum
Guaranteed Rental shall equal the product of $13.00 times the number of square feet in the Demised Premises,
payable in advance in equal monthly installments. In respect of each full year during years sixteen (16) through
twenty (20) of the Lease Term (2nd Renewal Option, see Exhibit G), the Minimum Guaranteed Rental shall equal the
product of $14.00 times the number of square feet in the Demised Premises, payable in advance in equal monthly
installments.

(o) “Percentage Rental Rate”: six percent (6%). The “Breakpoint” for each year of the Lease Term is
as follows: years 1-10= $2,700,000.00; years 11-15= $2,925,000.00; years 16-20= $3,150,000.0 See Article 4.

(p) “Permitted Use”: Subject to the Permitted Exceptions (as hereinafter defined) and the Prohibited
Uses (as hereinafter defined), Tenant may use the Demised Premises for the retail sale of sporting goods and
accessories and no other use. Specifically, in no event shall Tenant be permitted any use which shall require a
change in the number or location of parking spaces in the Project.

(q) “Prepaid Rental”: $19,125.00, being due and payable upon execution of this Lease and being an
estimate of the Minimum Guaranteed Rental, CAM, and Tenant’s obligations for taxes, other real estate charges and
insurance for the first (1st) month of the Lease Term, such Prepaid Rental being due and payable upon execution of
this Lease.

Brewer/Crossings Purchase/Lease Tenant.1 2

 (r) Intentionally Deleted.

(s) “Exclusive Use”: Except for (i) the premises to be occupied by FirstMerit Bank NA, a national
banking association, BED BATH & BEYOND INC., a New York corporation, OFFICEMAX NORTH AMERICA,
INC., an Ohio corporation (formerly OfficeMax, Inc.), J & J Ventures, Inc. (PaPa John’s Pizza), PETCO ANIMAL
SUPPLIES STORES, INC., a Delaware corporation, dba Petco Supplies & Fish, Shoe Carnival, Inc., Geri Good (Bellaza
Avanti Salon) and any premises of 2,000 square feet or less (collectively, as expanded and/or relocated, the “Excluded
Premises”) and (ii) any incidental use of any premises in the Project not to exceed twenty percent (20%) of such
tenant’s premises (“Incidental Uses”), during the Lease Term, only if (x) this Lease is in full force and effect and (y)
Tenant is not in default hereunder, Tenant shall have the exclusive right within the Project to sell
__________________________________________________. In the event that Landlord specifically allows a
tenant in a premises that is not one of the Excluded Premises to violate Tenant’s Exclusive Use, by not placing such
restriction in such tenant’s lease and such tenant violates Tenant’s Exclusive Use, Landlord shall have ninety (90)
days to remedy the violation. In the event that Landlord is unable to remedy the violation within such ninety (90)
day period, as Tenant’s sole and exclusive remedy, Tenant shall have the right to terminate this Lease upon thirty
(30) days written notice given to Landlord within one hundred twenty (120) days from the date of the original notice
is delivered to Landlord or such termination right is deemed waived. Notwithstanding the foregoing, if the violation
of Tenant’s Exclusive Use is by a tenant or other occupant of the Project whose lease expressly prohibits such tenant
from violating Tenant’s Exclusive Use or exceeding the Incidental Uses (a “Renegade Tenant”), Landlord shall have
one hundred eighty (180) days from the date such violation commences within which to effect cessation of such
violation, and during such one hundred eighty (180) day period, Landlord shall not be deemed to have breached this
section provided Landlord promptly and diligently commences and diligently prosecutes all actions (including
terminating the lease or other occupancy agreement of such Renegade Tenant and obtaining injunctive relief)
necessary to effect the cessation of such violation within such one hundred eighty (180) day period, and Landlord
effects cessation of the violation within such one hundred eighty (180) day period. If Landlord promptly and
diligently commences and diligently and continuously prosecutes all actions necessary to effect cessation of the
violation by such Renegade Tenant within such one hundred eighty (180) day period but Landlord, despite its
prompt and diligent efforts, does not succeed in effecting cessation of the violation by the Renegade Tenant within
such one hundred eighty (180) day period, then commencing on the one hundred eighty-first (181st) day after the
violation commenced, Minimum Guaranteed Rental shall be reduced (and shall not accrue) by fifty percent (50%)
until the date on which the such violation ceases. In addition, if despite Landlord’s prompt and diligent
commencement and diligent and continuous prosecution of all actions necessary to effect cessation of the violation
by such Renegade Tenant (including without limitation filing all available suits and taking all available appeals),
Landlord does not succeed in effecting cessation of the violation by the Renegade Tenant within one (1) year of the
date Tenant gives Landlord written notice of such violation, Landlord shall give Tenant written notice of Landlord’s
failure to effect cessation of such violation. Within sixty (60) days of receipt by Tenant of such notice from
Landlord, Tenant shall either elect to terminate this Lease by written notice to Landlord (in which event this Lease
shall terminate on the date that is thirty (30) days from the date Tenant delivers such notice) or full Minimum
Guaranteed Rental shall resume on the date that is seventy-five (75) days from the date Tenant receives such notice
from Landlord. The remedies set forth herein are Tenant’s sole remedies for a violation of Tenant’s Exclusive Use
or exceeding of the Incidental Uses.

1.2 The following chart is provided as an estimate of Tenant’s initial monthly payment broken down
into its components.

This chart, however, does not supersede the specific provisions contained elsewhere in this Lease:

Initial Minimum Guaranteed Rental

[Section 1.1(n)] $13,500.00

Initial Common Area Maintenance Charge ($1.60/ft annual)

[Sections 1.1(l) and 7.4] $1,800.00

Initial Escrow Payment for Taxes ($3.00/ft annual)

[Article 6] $3,375.00

Brewer/Crossings Purchase/Lease Tenant.1 3

 Initial Escrow Payment for Insurance
[$0.40/square foot annual; Article 6] $450.00

Total Initial Monthly Payment $19,125.00

ARTICLE 2
GRANTING CLAUSE

2.1 Landlord leases the Demised Premises to Tenant upon the terms and conditions set forth in this
Lease, subject to (i) all matters of record which affect or relate to the Project, including, without limitation any items
contained in any replat, if any, of the Project, that certain Operation and Easement Agreement, by and among Kohl’s
Department Stores, Inc. and Landlord’s predecessor-in-interest recorded as Document No. ______________ in the
_______ County Records (as amended, “OEA”) and all utility (and related construction and access) easements
granted or to be granted by Landlord, (ii) and all laws, codes, rules, regulations and ordinances of any governmental
or quasi-governmental entity, (iii) the Signage Criteria as more particularly described in Exhibit C attached hereto
and made a part hereof for all purposes, (iv) the Building Rules and Regulations as more particularly described in
Exhibit D attached hereto and made a part hereof for all purposes, (v) all exclusives granted to other tenants in the
Project, including, without limitation, those set forth in Exhibit H-1 attached hereto and made a part hereof for all
purposes (“Exclusives”) (collectively, (i), (ii), (iii), (iv) and (v), the “Permitted Exceptions”) and (vi) the Prohibited
Uses (herein so-called) set forth in Exhibit H-2 attached hereto and made a part hereof for all purposes. Tenant
acknowledges and agrees that normal cooking smells and odors from a restaurant shall not be a nuisance, nor shall
Tenant object to same.

ARTICLE 3
DELIVERY OF PREMISES

3.1 EXCEPT TO THE EXTENT MODIFIED BY LANDLORD’S EXPRESS ASSUMPTION

OF CONSTRUCTION OBLIGATIONS, IF ANY, IN AN EXHIBIT ATTACHED TO THIS LEASE, THE
DEMISED PREMISES ARE BEING LEASED “AS IS”, “WHERE IS” AND “WITH ALL FAULTS”; AND
LANDLORD MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO
THE DEMISED PREMISES (WITHOUT LIMITATION, LANDLORD MAKES NO WARRANTY AS TO
THE HABITABILITY OR FITNESS OF THE DEMISED PREMISES).

ARTICLE 4
RENT

4.1 Rent shall accrue from the Commencement Date, and shall be payable to Landlord at Landlord’s
address specified in Section 1.1(b) of this Lease, or to whatever other address Landlord may subsequently provide in
writing to Tenant for delivery of rentals.

4.2 Tenant shall pay to Landlord Minimum Guaranteed Rental in monthly installments in the amounts
specified in Section 1.1(n) (and any exhibit referred to therein) of this Lease. The first such monthly installment
shall be due and payable on the Commencement Date, and subsequent installments shall be due and payable on the
first day of each succeeding calendar month during the Lease Term; provided that if the Commencement Date is a
date other than the first day of a calendar month, there shall be due and payable on or before such date as Minimum
Guaranteed Rental for the balance of such calendar month a sum equal to that proportion of the rent specified for the
first full calendar month as herein provided, which the number of days from the Commencement Date through the
end of the calendar month during which the Commencement Date shall fall bears to the total number of days in such
month.

4.3 In addition to the Minimum Guaranteed Rental, Tenant shall pay to Landlord, for each year during
the Lease Term, Percentage Rental (herein so called) determined by (i) taking the total gross sales made in or from
the Demised Premises during the particular calendar year (“Annual Gross Sales”) and then (ii) subtracting from the
Annual Gross Sales the Breakpoint (as set forth in Section 1.1[o]) for such year of the Lease Term. The amount thus
obtained shall then be multiplied by the by the Percentage Rental Rate specified in Section 1.1(o) of this Lease. The

Brewer/Crossings Purchase/Lease Tenant.1 4

Percentage Rental shall be paid in monthly installments as follows: On or before the 10th day of each calendar
month during the Lease Term, Tenant shall pay to Landlord, the gross sales from such preceding month minus the
Breakpoint divided by 12 (“Monthly Breakpoint”) and multiplying the sum thus obtained by the Percentage Rental
Rate. In the event that the total of the monthly payments of Percentage Rental for any calendar year is not equal to
[(the Annual Gross Sales minus the Breakpoint) times the Percentage Rental Rate], then Tenant shall pay to
Landlord any deficiency or Landlord shall refund to Tenant any overpayment, as the case may be, within sixty (60)
days after the end of such calendar year.

4.4 If this Lease should commence on a date other than the first day of a calendar year or terminate on
a date other than the last day of a calendar year, Percentage Rental for such fractional part of the calendar year
following the Commencement Date or preceding the termination date, as the case may be, shall be prorated to
account for the partial year.

4.5 The term “gross sales” as used in Section 4.3 and elsewhere in this Lease, shall be construed to
include the entire amount of the sales price, whether for cash or otherwise (including the full purchase price of
purchases in whole or in part by means of gift certificates, advertising certificates or trade-ins), of all sales of
merchandise and services, and other receipts whatsoever, of all business conducted in or from the Demised
Premises, including, by way of illustration (but in no way limited to), mail or telephone orders received or filled at
the Demised Premises, “layaways” and other deposits (offset by such sums refunded to purchasers), orders taken
(although such orders may be filled elsewhere), sales to employees, sales through vending machines, electronic
games or other devices, and sales by any sublessee, concessionaire or licensee or otherwise (as well as licensee fees,
franchise fees and similar fees) in or from the Demised Premises. Each sale upon installment or credit shall be
treated as a sale for the full price in the month during which such sale was made irrespective of the time when
Tenant receives payment from its customer. No deduction shall be allowed for uncollected or uncollectible credit
accounts. Gross sales shall not include, however, any sums collected and paid out for any sales or excise tax
imposed by any duly constituted governmental authority, nor shall it include the exchange of merchandise between
the stores of Tenant, if any, where such exchanges are made solely for the convenient operation of the business of
Tenant and not for the purpose of consummating a sale which has theretofore been made in or from the Demised
Premises and/or for the purpose of depriving Landlord of the benefit of a sale which otherwise would be made in or
from the Demised Premises, nor the amount of returns to shippers or manufacturers, nor the amount of any cash or
credit refund made upon any sale when the merchandise sold, or some part thereof, is thereafter returned by the
purchaser and accepted by Tenant, nor sales of Tenant’s fixtures.

4.6 It is understood that the Minimum Guaranteed Rental is payable on the first day of each calendar
month and Percentage Rental, if any, is payable on the tenth (10th) day of each calendar month, without offset or
deduction of any nature. In the event any rental is not received within ten (10) days after its due date for any reason
whatsoever, or if any rental payment is by check which is returned for insufficient funds, then in addition to the past
due amount Tenant shall pay to Landlord one of the following (the choice to be at the sole option of Landlord unless
one of the choices is improper under applicable law, in which event the other alternative will automatically be
deemed to have been selected): (a) a late charge in an amount equal to ten percent (10%) of the rental then due, in
order to compensate Landlord for its administrative and other overhead expenses; or (b) interest on the rental then
due at the maximum contractual rate which could legally be charged in the event of a loan of such rental to Tenant
(but in no event to exceed 1½% per month), such interest to accrue continuously on any unpaid balance due to
Landlord by Tenant during the period commencing with the rental due date and terminating with the date on which
Tenant makes full payment of all amounts owing to Landlord at the time of said payment. Any such late charge or
interest payment shall be payable as additional rental under this Lease, shall not be considered as a deduction from
percentage rental, and shall be payable immediately on demand.

4.7 If Tenant fails in two consecutive months to make rental payments within ten (10) days after due,
Landlord, in order to reduce its administrative costs, may require, by giving written notice to Tenant (and in addition
to any late charge or interest accruing pursuant to Section 4.6 above, as well as any other rights and remedies
accruing pursuant to Article 22 or Article 23 below, or any other provision of this Lease or at law or in equity), that
Minimum Guaranteed Rental and all other charges set forth herein are to be paid quarterly in advance instead of
monthly and that all future rental payments are to be made on or before the due date by cash, cashier’s check, or
money order and that the delivery of Tenant’s personal or corporate check will no longer constitute a payment of

Brewer/Crossings Purchase/Lease Tenant.1 5

rental as provided in this Lease. Any acceptance of a monthly rental payment or of a personal or corporate check
thereafter by Landlord shall not be construed as a subsequent waiver of said rights.

ARTICLE 5
SALES REPORTS, RECORDS AND FINANCIAL STATEMENTS

5.1 On or before the 10th day of each calendar month during the Lease Term, Tenant shall prepare and
deliver to Landlord at the place where rental is then payable a certified statement of gross sales made from the
Demised Premises during the preceding calendar month. In addition, within sixty (60) days after the expiration of
each calendar year and within sixty (60) days after the termination of this Lease if this Lease should not terminate at
the end of a calendar year, Tenant shall prepare and deliver to Landlord at the place where rental is then payable a
statement of gross sales made from the Demised Premises during the preceding calendar year (or partial calendar
year), certified to be correct by an independent Certified Public Accountant. Tenant shall furnish similar statements
for its licensees, concessionaires and subtenants, if any. All such statements shall be in such form as the Landlord
may require; and, if requested by Landlord, Tenant shall also provide to Landlord copies of sales reports submitted
by Tenant to the Comptroller of the State of Michigan. Tenant acknowledges Landlord’s concern for prompt,
accurate sales records, inasmuch as those records not only form the basis for percentage rentals but also enable
Landlord to monitor the success of the Project. Tenant also acknowledges that its failure to submit statements of
gross sales as required above will result in additional (although not readily ascertainable) expense to Landlord.
Tenant therefore agrees that if it does not deliver to Landlord a statement of gross sales within ten (10) days
following delivery to Tenant of a written demand from Landlord, then notwithstanding anything to the contrary
contained elsewhere in this Lease the Minimum Guaranteed Rental for the particular month during which the
statement was due and for each month thereafter (until the statement is delivered) shall automatically be increased
by two hundred dollars ($200.00), with the increase not to be considered as a deduction from percentage rental. In
addition, if Tenant fails for two consecutive months to deliver statements of gross sales within the times specified in
the first two sentences of this Section, then for the remainder of this Lease the prerequisite of a written demand from
Landlord shall cease and the rental increase of the immediately preceding sentence shall be applicable for any month
in which the statement of gross sales is not delivered within ten (10) days following the prescribed due date. The
rights of Landlord under the immediately preceding sentences are cumulative with the rights prescribed in
Section 5.3, Article 22 and elsewhere in this Lease, at law or in equity.

5.2 Tenant shall keep in the Demised Premises or at some other location in the city where the
Demised Premises are located a permanent, accurate set of books and records of all sales of merchandise and
revenue derived from business conducted in the Demised Premises, and all supporting records such as tax reports
and banking records. All such books and records shall be retained and preserved for at least twenty-four (24)
months after the end of the calendar year to which they relate, and shall be subject to inspection and audit by
Landlord and its agents at all reasonable times.

5.3 In the event that Tenant fails to deliver statements of gross sales for two (2) consecutive months or
in the event that Landlord is not satisfied with the statements of gross sales submitted by Tenant, Landlord shall
have the right to have its auditors make a special audit of all books and records, wherever located, pertaining to sales
made in or from the Demised Premises. If Tenant’s statements are found to be incorrect to an extent of more than
two percent (2%) over the figures submitted by Tenant, or if Tenant has failed to deliver statements, Tenant shall
pay for such audit. In addition, Tenant shall promptly pay to Landlord any deficiency which is established by such
audit.

5.4 If the Lease Term is in excess of one year, and if the gross sales for the first lease year are
insufficient for Tenant to pay percentage rental for that year, then in addition to the statements and reports
prescribed above, Tenant shall, within ten (10) days after a request from Landlord at any time thereafter, deliver to
Landlord such financial statements as are reasonably required by Landlord to verify the net worth of Tenant and any
guarantor of Tenant’s obligations under this Lease. This obligation will continue from time to time and during each
subsequent year in which Tenant’s sales are insufficient for Tenant to pay percentage rental for the immediately
preceding year.

5.5 Landlord shall use good faith efforts to keep confidential all sales reports, records and financial
statements supplied by Tenant; however, Landlord shall have the right to reveal such information to prospective

Brewer/Crossings Purchase/Lease Tenant.1 6

purchasers, mortgagees (and agents in such regard) and to Landlord’s, attorneys, accountants, shareholders, partners
and Landlord’s own managerial and administrative staff.

ARTICLE 6
TENANT’S RESPONSIBILITY FOR TAXES,
OTHER REAL ESTATE CHARGES AND INSURANCE EXPENSES

6.1 Tenant shall be liable for all taxes levied against personal property and trade fixtures placed by
Tenant in the Demised Premises. If any such taxes are levied against Landlord, Landlord’s property or the Project
and if Landlord elects to pay the same or if the assessed value of Landlord’s property is increased by inclusion of
personal property and trade fixtures placed by Tenant in the Demised Premises and Landlord elects to pay the taxes
based on such increase, Tenant shall pay to Landlord upon demand that part of such taxes for which Tenant is
primarily liable hereunder.

6.2 During the Lease Term, Tenant shall also be liable for “Tenant’s proportionate share” (as defined
below) of all “real estate charges” (as defined below) and “insurance expenses” (as defined below) related to the
Project or Landlord’s ownership of the Project. Tenant’s obligations under this Section 6.2 shall be prorated during
any partial calendar year (i.e., period from the Commencement Date through December 31st of that calendar year
and the period between the expiration date of this Lease and the immediately preceding January 1st). “Tenant’s
Proportionate Share” shall be a fraction the numerator of which is the total floor area in the Demised Premises and
the denominator of which is the total leasable floor area of all buildings in the Project at the time when the
respective charge was incurred (excluding, however, areas for which any such real estate charges or insurance
expenses, or both, are paid by a party or parties other than Landlord). “Real estate charges” shall include ad valorem
taxes, general and special assessments, parking surcharges, any tax or excise on rents, any tax or charge for
governmental services (such as street maintenance or fire protection) and any tax or charge which replaces any of
such above-described “real estate charges”; provided, however, that “real estate charges” shall not be deemed to
include any franchise, estate, inheritance or general income tax. Notwithstanding anything to the contrary contained
herein, Tenant acknowledges and agrees that the Project is subject to a and “real estate charges” shall include that
certain Tax Increment Financing District (“TIF”) and that payments shall be made pursuant to the Permitted
Exceptions and underlying ordinances. Tenant agrees to comply with the reporting requirements of the TIF.
“Insurance expenses” shall include all premiums and other expenses incurred by Landlord for liability insurance,
fire and extended coverage property insurance and “all-risk” (or “special form”) property insurance (plus whatever
endorsements or special coverages which Landlord [and Landlord’s lender], in Landlord’s [and Landlord’s lender’s]
sole discretion, may consider appropriate, including all coverages shown in Article 15).

6.3 With regard to the calendar year during which the Lease Term expires, Landlord at its option
either may bill Tenant when the charges become payable or may charge the Tenant an estimate of Tenant’s pro rata
share of whichever charges have been being paid directly by Tenant (based upon information available for the
current year plus, if current year information is not adequate in itself, information relating to the immediately
preceding year).

6.4 If at any time during the Lease Term, Landlord has reason to believe that at some time within the
immediately succeeding twelve (12) month period Tenant will owe Landlord an additional payment pursuant to one
or more of the preceding sections of this Article 6, Landlord may direct that Tenant prepay monthly a pro rata
portion of the prospective future payment (i.e. the prospective future payment divided by the number of months
before the prospective future payment will be due). Tenant agrees that any such prepayment directed by Landlord
shall be due and payable monthly on the same day that Minimum Guaranteed Rental is due.

ARTICLE 7
COMMON AREAS

7.1 The term “Common Area” is defined for all purposes of this Lease as that part of the Project
intended for the common use of all tenants, including among other facilities (as such may be applicable to the
Project), parking area, private streets and alleys (inside or outside the Project), landscaping, curbs, loading area,
sidewalks, malls and promenades (enclosed or otherwise), lighting facilities, drinking fountains, meeting rooms,
public toilets, and the like and any outside seating areas, the use of which may be granted to another tenant of the

Brewer/Crossings Purchase/Lease Tenant.1 7

Project but which remain Common Area, but excluding (i) space in buildings (now or hereafter existing) designated
for rental for commercial purposes, as the same may exist from time to time, (ii) streets and alleys maintained by a
public authority, (iii) areas within the Project which may from time to time not be owned by Landlord (unless
subject to a cross-access agreement benefiting the area which includes the Demised Premises), and (iv) areas leased
to a single-purpose user (such as a bank or a fast-food restaurant) where access is restricted, unless Landlord shall
have agreed to maintain such restricted area. In addition, although the roof(s) of the buildings in the Project are not
literally part of the Common Area, they will be deemed to be so included for purposes of (i) Landlord’s ability to
prescribe rules and regulations regarding same and (ii) their inclusion for purposes of common area maintenance
reimbursements. Landlord reserves the right, in its sole and absolute discretion, to change from time to time the
dimensions and location of the Common Area as well as the dimensions, identity and type of any buildings,
improvements and dumpsters in the Project. For example, and without limiting the generality of the immediately
preceding sentence, Landlord may from time to time substitute for any parking area other areas reasonably
accessible to the tenants of the Project, which areas may be elevated, surface or underground.

7.2 Tenant, and its employees and customers, and when duly authorized pursuant to the provisions of
this Lease, its subtenants, licensees and concessionaires, shall have the nonexclusive right to use the Common Area
(excluding roofs of the buildings in the Project) as constituted from time to time, such use to be in common with
Landlord, other tenants in the Project, other persons entitled to use same under the Permitted Exceptions and other
persons permitted by Landlord to use the same, and subject to such reasonable rules and regulations governing use
as Landlord may from time to time prescribe. Additionally, Landlord is granted the right to designate certain
parking spaces in the Project as “reserved parking” for one or more tenants. For example, and without limiting the
generality of Landlord’s ability to establish rules and regulations governing all aspects of the Common Area, Tenant
agrees as follows:

(a) Landlord may from time to time designate specific areas within the Project or in reasonable
proximity thereto in which automobiles owned by Tenant, its employees, subtenants, licensees and concessionaires
shall be parked. In this regard, Tenant shall furnish to Landlord upon request a complete list of license numbers of
all automobiles operated by Tenant, its employees, subtenants, licensees and concessionaires, and Tenant agrees that
if any automobile or other vehicle owned by Tenant or any of its employees, subtenants, licensees or concessionaires
shall at any time be parked in any part of the Project other than the specified areas designated for employee parking,
Tenant shall pay to Landlord as additional rent upon demand an amount equal to the daily rate or charge for such
parking as established by Landlord from time to time for each day, or part thereof, such automobile or other vehicle
is so parked.

(b) Tenant shall not solicit business within the Common Area nor take any action which would
interfere with the rights of other persons to use the Common Area.

(c) Landlord may temporarily close any part of the Common Area for such periods of time as may be
necessary to make repairs or alterations or to prevent the public from obtaining prescriptive rights.

7.3 Landlord shall be responsible for the operation, management and maintenance of the Common
Area, the manner of maintenance and the expenditures therefor to be in the sole discretion of Landlord.

7.4 In addition to the rentals and other charges prescribed in this Lease, Tenant shall pay to Landlord
Tenant’s Proportionate Share of the cost of operation and maintenance of the Common Area (including, among
other costs, those for lighting, painting, cleaning, policing, inspecting, water service (including charges to tenants for
water on a pro-rata basis, based on all tenants which do not have a water meter or sub-meter), repairing and
replacing all items comprising or related to the Common Area (and in the event of an enclosed mall or promenade in
the Project, for heating and cooling and water service), which may be incurred by Landlord in its discretion,
including the management fee Landlord pays to the manager of the Project, a reasonable allowance for Landlord’s
overhead costs, the cost of any insurance for which Landlord is not reimbursed pursuant to Section 6.2, slurry
coating the Project once every five (5) years (“Slurry Coating”) and any amounts payable by Landlord or required to
be performed by Landlord under the Permitted Exceptions (collectively, “CAM”). In addition, although the roof(s)
of the buildings in the Project are not literally part of the Common Area, Landlord and Tenant agree that roof
maintenance repair and replacement shall be included in CAM to the extent not specifically allocated to Tenant
under this Lease nor to another tenant pursuant to its lease. All expenses paid or reimbursed by Tenant pursuant to

Brewer/Crossings Purchase/Lease Tenant.1 8

Article 6 shall be excluded; moreover, with regard to capital expenditures (i) the original investment in capital
improvements, i.e., upon the initial construction of the Project, shall not be included and (ii) improvements and
replacements, to the extent capitalized on Landlord’s records, shall be included in CAM only to the extent of a
reasonable depreciation or amortization (including interest accruals commensurate with Landlord’s interest costs),
except for Slurry Coating which shall be billed and paid in the year of expenditure. If this Lease should commence
on a date other than the first day of a calendar year or terminate on a date other than the last day of a calendar year,
Tenant’s reimbursement obligations under Section 7.4 for CAM shall be prorated based upon Landlord’s expenses
for the entire calendar year. Tenant shall make such payments to Landlord on demand, at intervals not more
frequent than monthly. Landlord may at its option make monthly or other periodic charges based upon the estimated
annual cost of operation and maintenance of the Common Area, payable in advance but subject to adjustment after
the end of the year on the basis of the actual cost for such year. Notwithstanding anything to the contrary contained
herein, Landlord may separately bill Tenant for Tenant’s Proportionate Share of amounts due under the Permitted
Exceptions separately from other items included in CAM and Tenant shall pay such amounts immediately upon
demand.

ARTICLE 8
MERCHANTS’ ASSOCIATION OR PROMOTIONAL FUND

8.1 In the event that Landlord shall organize a merchants’ association composed of tenants in the
Project, Tenant agrees that it will join and maintain membership in such association, will pay such dues and
assessments as may be fixed and determined from time to time by the association and will comply with such other
bylaws, rules and regulations as may be adopted from time to time by the association.

8.2 In the event that Landlord shall establish a promotional fund to pay for advertising and other
marketing activities of the Project (as may be directed by Landlord from time to time), Tenant shall pay whatever
sums Landlord shall designate as Tenant’s proportionate contribution to the promotional fund.

ARTICLE 9
USE AND CARE OF PREMISES

9.1 Tenant shall commence business operations in the Demised Premises on or immediately after the
Commencement Date and shall operate its business in an efficient, high class and reputable manner so as to produce
the maximum amount of sales from the Demised Premises. Tenant shall not at any time leave the Demised Premises
vacant, but shall in good faith, continuously throughout the Lease Term, conduct and carry on in the entire Demised
Premises, the Permitted Use for which the Demised Premises are leased. Tenant shall, except during reasonable
periods for repairing, cleaning and decorating, keep the Demised Premises open to the public for business with
adequate personnel in attendance on all days during all hours (including evenings) established by Landlord from
time to time as store hours for the Project, and during any other hours when the Project generally is open to the
public for business (including extended hours during the shopping season prior to Christmas and whenever else that
the majority of the retail tenants in the Project open for business during extended hours), except to the extent Tenant
may be prohibited from being open for business by applicable law, ordinance or governmental regulation.

9.2 The Demised Premises may be used only for the Permitted Use specified in Section 1.1(p) above,
and only under the trade name specified in Section 1.1(e) above (or, if Section 1.1(e) is not filled in, any trade name
approved in advance by Landlord), and for no other purpose and under no other trade name without the prior written
consent of Landlord, which consent may be withheld by Landlord in its sole and absolute discretion.

9.3 Tenant shall not, without Landlord’s prior written consent, keep anything within the Demised
Premises or use the Demised Premises for any purpose which increases the insurance premium cost or invalidates
any insurance policy carried on the Demised Premises or other parts of the Project. All property kept, stored or
maintained within the Demised Premises by Tenant shall be at Tenant’s sole risk.

9.4 Tenant shall take good care of the Demised Premises and keep the same free from waste at all
times. Tenant shall not overload the floors in the Demised Premises, nor deface or injure the Demised Premises.
Tenant shall keep the Demised Premises and sidewalks, service-ways and loading areas adjacent to the Demised
Premises neat, clean and free from dirt, rubbish, ice or snow at all times. Tenant shall store all trash and garbage

Brewer/Crossings Purchase/Lease Tenant.1 9

within the Demised Premises, or in a trash dumpster or similar container approved by Landlord as to type, location
and screening; and Tenant shall arrange for the regular pick up of such trash and garbage at Tenant’s expense
(unless Landlord finds it necessary to furnish such a service, in which event Tenant shall be charged an equitable
portion of the total of charges to all tenants using the service). Receiving and delivery of goods and merchandise
and removal of garbage and trash shall be made only in the manner and areas prescribed by Landlord. Tenant shall
not operate an incinerator or burn trash or garbage within the Project area. Tenant acknowledges and agrees that
Landlord may be moving the dumpster(s) to a different location(s) in the Project.

9.5 The term “Hazardous Substances,” as used in this Lease, shall include, without limitation,
flammables, explosives, radioactive materials, asbestos, polychlorinated biphenyls (PCBs), chemicals known to
cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related
materials, petroleum and petroleum products, any substances designated as “hazardous substances” pursuant to the
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.A. §§9601-9675 (“CERCLA”)
or any substances declared to be hazardous or toxic under any other law or regulation now or hereafter enacted or
promulgated by any governmental authority. Tenant shall not cause or permit to occur:

(a) Any violation of any federal, state, or local law, ordinance, or regulation now or hereafter enacted,
related to human health or the environment or to environmental conditions on, under, or about the Demised
Premises, or arising from Tenant’s use or occupancy of the Demised Premises, including, but not limited to, air, soil,
ground water and surface water conditions; or

(b) The use, generation, release, manufacture, refining, production, processing, storage, or disposal in
violation of law of any Hazardous Substance on, under, or about the Demised Premises, or the transportation in
violation of law to or from the Demised Premises of any Hazardous Substance.

Tenant shall, at Tenant’s own expense, comply with all laws regulating the use, generation, storage,
transportation, or disposal of Hazardous Substances or other laws regarding human health or the environment
(“Environmental Laws”). Tenant shall, at Tenant’s own expense, make all submissions to, provide all information
required by and comply with all requirements of Environmental Laws. Should any governmental authority or any
third party demand that a cleanup plan be prepared and that a cleanup be undertaken because of any deposit, spill,
discharge, or other release of Hazardous Substances that occurs during the Lease Term, at or from the Demised
Premises, or which arises at any time from Tenant’s use or occupancy of the Demised Premises, then Tenant shall,
at Tenant’s sole cost and expense, prepare and submit the required plans and all related bonds and other financial
assurances; and Tenant shall carry out all such cleanup plans. Tenant shall promptly provide all information
regarding the use, generation, storage, transportation, or disposal of Hazardous Substances that is requested by
Landlord. If Tenant fails to fulfill any duty imposed under this section within a reasonable time, Landlord may do
so at Tenant’s expense and, in such case, Tenant shall cooperate with Landlord in order to prepare all documents
Landlord deems necessary or appropriate to determine the applicability of the Environmental Laws to the Demised
Premises and Tenant’s use thereof, and for compliance therewith; Tenant shall execute all documents promptly upon
Landlord’s request; and Tenant shall promptly reimburse Landlord for the costs incurred by Landlord in connection
with such activities. No such action by Landlord and no attempt made by Landlord to mitigate damages under any
Environmental Law shall constitute a waiver of any of Tenant’s obligations under this section. Tenant shall
indemnify, defend, and hold harmless Landlord, the manager of the property and their respective officers, directors,
members, beneficiaries, shareholders, partners, agents, and employees from all judgments, causes of action,
liabilities, losses, fines, penalties, damages, suits, procedures, claims (including strict liability) and actions of every
kind, alleged or asserted by any party, and all costs associated therewith (including, without limitation, any and all
sums paid for settlement of claims, attorneys’, experts’ and consultants’ fees) arising out of or in any way connected
with: 1) any deposit, spill, discharge, exposure to or other release of Hazardous Substances that occurs during the
Lease Term, at or from the Demised Premises, which arises at any time from Tenant’s use or occupancy of the
Demised Premises; or 2) Tenant’s failure to comply with Environmental Laws. Without limitation of the foregoing,
this indemnification shall include any and all costs incurred due to any investigation of the site or any required
repair, cleanup, removal, detoxification, restoration or closure mandated by federal, state or local governmental or
quasi-governmental agency, entity or political subdivision. This indemnification and Tenant’s obligations and
liabilities under this section shall survive the expiration of this Lease.

Brewer/Crossings Purchase/Lease Tenant.1 10

 9.6 Tenant hereby acknowledges and agrees that Landlord is granted the right at any time or from time
to time as Landlord deems necessary or appropriate in its sole discretion to inspect or have its consultants
(“Consultants”) inspect the Demised Premises, at Tenant’s sole cost and expense, for the purpose of determining
compliance with all environmental rules, regulations and laws. In the event that the Consultants determine that
some remedial action or other measures are necessary to keep the Demised Premises from violating any
environmental rules, regulations or laws, then Tenant agrees that it shall comply immediately with any such
recommendations at its sole cost and expense. In the event that Tenant does not comply with such recommendations
and complete such remedial measures within a twenty (20) day period, then it shall be an Event of Default hereunder
entitling Landlord to all of its remedies under this Lease, at law and in equity.

9.7 Tenant shall maintain all display windows in a neat, attractive condition, and shall keep all display
windows, exterior electric signs and exterior lighting under any canopy in front of the Demised Premises lighted
from dusk until 11:00 p.m., every day, including Sundays and holidays (or any other hours established by Landlord
for the Project).

9.8 Tenant shall include the address and identity of its business activities in the Demised Premises in
all advertisements made by Tenant in which the address and identity of any similar local business activity of Tenant
is mentioned.

9.9 Tenant shall procure and deliver to Landlord at its sole expense any permits and licenses required
for the transaction of business in the Demised Premises and otherwise comply with all Permitted Exceptions,
applicable laws, ordinances and governmental regulations and shall not violate the Prohibited Uses.

ARTICLE 10
MAINTENANCE AND REPAIR OF PREMISES

10.1 Landlord shall keep the foundation, the exterior structural walls (except plate glass; windows,
doors, door closure devices and other exterior openings; window and door frames, molding locks and hardware;
special store fronts; lighting, heating, air conditioning, plumbing and other electrical, mechanical and electromotive
installation, equipment and fixtures; signs, placards, decorations or advertising media of any type; and interior
painting or other treatment of interior or exterior walls) and roof (subject to the second sentence of Section 7.4
above) of the Demised Premises in good repair. Landlord, however, shall not be required to make any repairs
occasioned by the act or negligence of Tenant, its agents, employees, subtenants, licensees and concessionaires
(including, but not limited to, roof leaks resulting from Tenant’s installation of air conditioning equipment or any
other roof penetration or placement); and the provisions of the previous sentence are expressly recognized to be
subject to the provisions of Article 17 and Article 18 of this Lease. In the event that the Demised Premises should
become in need of repairs required to be made by Landlord hereunder, Tenant shall give immediate written notice
thereof to Landlord; and Landlord shall not be responsible in any way for failure to make any such repairs until a
reasonable time shall have elapsed after receipt by Landlord of such written notice.

10.2 Tenant shall keep the Demised Premises in good, clean and habitable condition and shall at its sole
cost and expense keep the Demised Premises free of insects, rodents, vermin and other pests and make all needed
repairs and replacements, including replacement of cracked or broken glass, except for repairs and replacements
required to be made by Landlord under the provisions of Section 10.1, Article 17 and Article 18. Without limiting
the coverage of the previous sentence, it is understood that Tenant’s responsibilities therein include the repair and
replacement of all lighting, heating, air conditioning, plumbing and other electrical, mechanical and electromotive
installation, equipment and fixtures and also include all utility repairs in ducts, conduits, pipes and wiring, and any
sewer stoppage located in, under and above the Demised Premises. Notwithstanding anything to the contrary
contained herein, movement of the foundation due to soil movement, expansion or contraction and any other related
costs, including sheetrock, texture and paint repair shall be the responsibility of Tenant.

If any repairs required to be made by Tenant hereunder are not made within ten (10) days after written
notice delivered to Tenant by Landlord, Landlord may at its option make such repairs without liability to Tenant for
any loss or damage which may result to its stock or business by reason of such repairs; and Tenant shall pay to
Landlord upon demand, as additional rental hereunder, the cost of such repairs plus interest at the maximum
contractual rate which could legally be charged in the event of a loan of such payment to Tenant (but in no event to

Brewer/Crossings Purchase/Lease Tenant.1 11

exceed 1½% per month), such interest to accrue continuously from the date of payment by Landlord until repayment
by Tenant. At the expiration of this Lease, Tenant shall surrender the Demised Premises in good condition,
excepting reasonable wear and tear and losses required to be restored by Landlord in Section 10.1, Article 17 and
Article 18 of this Lease.

ARTICLE 11
ALTERATIONS

11.1 Tenant shall not make any alterations, additions or improvements to the Demised Premises
without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole and absolute
discretion, except for the installation of unattached, movable trade fixtures which may be installed without drilling,
cutting or otherwise defacing the Demised Premises, all of which shall be in compliance with the Permitted
Exceptions and not in violation of the Prohibited Uses. Without limiting the generality of the immediately
preceding sentence, any installation or replacement of Tenant’s heating or air conditioning equipment must be
effected strictly in accordance with Landlord’s instructions. All alterations, additions, improvements and fixtures
(including, without limitation, all floor coverings and all heating and air conditioning equipment but excluding
Tenant’s unattached, readily movable furniture and office equipment) which may be made or installed by either
party upon the Demised Premises shall remain upon and be surrendered with the Demised Premises and become the
property of Landlord at the termination of this Lease, unless Landlord requests their removal, in which event Tenant
shall remove the same and restore the Demised Premises to its original condition at Tenant’s sole cost and expense.

11.2 Notwithstanding anything contained herein to the contrary, all construction work done by Tenant
within the Demised Premises, alterations, additions and improvements shall be performed in a good and
workmanlike manner, in compliance with all governmental requirements, Permitted Exceptions and not in violation
of the Prohibited Uses and in such manner as to cause a minimum of interference with other construction in progress
and with the transaction of business in the Project. Tenant agrees to defend, indemnify Landlord and hold Landlord
harmless against any loss, liability or damage resulting from such work, and Tenant shall, if requested by Landlord,
furnish bond or other security satisfactory to Landlord against any such loss, liability or damage.

11.3 In the event that Landlord elects to remodel all or any portion of the Project, Tenant will cooperate
with such remodeling, including Tenant’s tolerating temporary inconveniences (and even the temporary removal of
Tenant’s signs in order to facilitate such remodeling, as it may relate to the exterior of the Demised Premises).

ARTICLE 12
LANDLORD’S RIGHT OF ACCESS

12.1 Landlord shall have the right to enter upon the Demised Premises at any time for the purpose of
inspecting the same, or of making repairs to the Demised Premises, or of making repairs, alterations or additions to
adjacent premises, or of showing the Demised Premises to prospective purchasers, lessees or lenders.

12.2 Tenant shall permit Landlord to place and maintain “For Rent” or “For Lease” signs on the
Demised Premises during the last one hundred eighty (180) days of the Lease Term, it being understood that such
signs shall in no way affect Tenant’s obligations pursuant to Section 9.4, Section 13.1 or any other provision of this
Lease.

ARTICLE 13
SIGNS; STORE FRONTS

13.1 Tenant shall not, without Landlord’s prior written consent, which consent may be withheld in
Landlord’s sole and absolute discretion, and in compliance with the Permitted Exceptions and not in violation of the
Prohibited Uses, (a) make any changes to the store front, or (b) install any exterior lighting, decorations, paintings,
canopies or the like, or (c) erect or install any placards, decorations or advertising media of any type which can be
viewed from the exterior of the Demised Premises, excepting only dignified displays of customary type for its
display windows (excluding signage as detailed in Section 13.2 below). All decorations and advertising media
(excluding the sign and/or signage required by Section 13.2 below) shall conform in all respects to the sign criteria

Brewer/Crossings Purchase/Lease Tenant.1 12

established by Landlord for the Project from time to time in the exercise of its sole discretion, and shall be subject to
Landlord’s requirements as to construction, method of attachment, size, shape, height, lighting, color and general
appearance, shall be in compliance with the Permitted Exceptions and shall not violate the Prohibited Uses. All
signs and other items shall be kept in good condition and in proper operating order at all times.

13.2 Subject to the restrictions of Section 13.1 above, Tenant agrees to install and maintain a first-class
sign on the front of the Demised Premises during the Lease Term. Such sign or signage shall be in compliance with
the Permitted Exceptions and shall not be in violation of the Prohibited Uses. All signs and/or signage shall be
subject to Landlord’s requirements as to construction, method of attachment, size, shape, height and lighting.

13.3 Tenant agrees to copy Landlord on all correspondence with any and all parties and copies of all
plans related to the sign and/or signage.

ARTICLE 14
UTILITIES

14.1 Landlord agrees to cause to be provided to the Project the necessary mains, conduits and other
facilities necessary to supply water, gas (if available and deemed appropriate by Landlord), electricity, telephone
service and sewerage service to the building in which the Demised Premises are located.

14.2 Tenant shall promptly pay all charges for electricity, water, gas, telephone service, sewerage
service and other utilities furnished to the Demised Premises from earlier of (i) the date Tenant first enters the
Demised Premises for any purpose or (ii) the delivery of the Demised Premises to Tenant. Landlord may be sub-
metering water (and other utilities) to the Demised Premises. Tenant is responsible for the cost of such sub-meter.
Landlord’s representative shall contact Tenant monthly and Tenant shall immediately report such meter reading to
Landlord. Landlord may, if it so elects, furnish one or more utility services to Tenant, and in such event Tenant
shall purchase the use of such services as are tendered by Landlord, and shall pay on demand as additional rental the
rates established therefor by Landlord which shall not exceed the rates which would be charged for the same
services if furnished directly by the local public or private utility companies. Landlord may at any time discontinue
furnishing any such service without obligation to Tenant other than to connect the Demised Premises to the public or
private utility, if any, furnishing such service. Notwithstanding anything to the contrary contained herein, in the
event that Landlord uses a master meter for water and no sub-meter for Tenant, such costs for water shall be
included as Common Area charges.

14.3 Landlord shall not be liable for any interruption whatsoever in utility services not furnished by it,
nor for interruptions in utility services furnished by it which are due to fire, accident, strike, acts of God or other
causes beyond the control of Landlord or in order to make alterations, repairs or improvements.

ARTICLE 15
INSURANCE COVERAGES

15.1 Landlord shall procure and maintain throughout the Lease Term a policy or policies of insurance,
and Tenant shall pay Tenant’s Proportionate Share of such policy(s) as set forth in Article 6 above, causing the
Project to be insured under standard fire and extended coverage insurance and liability insurance (plus whatever
coverages, endorsements or special coverages Landlord [and/or Landlord’s lender], in its [or their] sole discretion,
may consider appropriate), to the extent necessary to comply with Landlord’s obligations pursuant to other
provisions of this Lease, the Permitted Exceptions or Landlord’s loan documents.

15.2 Tenant shall procure and maintain throughout the Lease Term a policy or policies of insurance, at
its sole cost and expense, causing Tenant’s fixtures and contents to be insured under standard fire and extended
coverage insurance, “all-risk” property insurance and, with regard to liability insurance, insuring Landlord, Tenant
and Landlord’s manager(and adding Landlord’s lender as an additional insured) against all claims, demands or
actions arising out of or in connection with Tenant’s use or occupancy of the Demised Premises, or by the condition
of the Demised Premises or for any other occurrence on or about the Demised Premises, including a waiver of
subrogation in favor of Landlord. The limits of Tenant’s liability policy or policies shall be in an amount not less

Brewer/Crossings Purchase/Lease Tenant.1 13

than $1,000,000 per occurrence, and shall be written by insurance companies satisfactory to Landlord. Tenant shall
obtain a written obligation on the part of each insurance company to notify Landlord at least thirty (30) days prior to
cancellation, non-renewal or substantial alteration of such insurance. Such policies or duly executed certificates of
insurance shall be promptly delivered to Landlord and renewals thereof as required shall be delivered to Landlord at
least thirty (30) days prior to the expiration of the respective policy terms. If Tenant should fail to comply with the
foregoing requirements relating to insurance, Landlord may obtain such insurance and Tenant shall pay to Landlord
on demand as additional rental hereunder the premium cost thereof plus interest at the maximum contractual rate
(but in no event to exceed 1½% per month) from the date of payment by Landlord until repaid by Tenant.

ARTICLE 16
WAIVER OF LIABILITY; MUTUAL WAIVER OF SUBROGATION

16.1 Landlord and Landlord’s agents and employees shall not be liable to Tenant, nor to Tenant’s
employees, agents or visitors, nor to any other person whomsoever, for any injury to person or damage to property
caused by the Demised Premises or other portions of the Project becoming out of repair (including roof leaks) or by
defect or failure of any structural element of the Demised Premises or of any equipment, pipes or wiring, or broken
glass, or by the backing up of drains, or by gas, water, steam, electricity or oil leaking, escaping or flowing into the
Demised Premises (except where due to Landlord’s willful failure to make repairs required to be made hereunder,
after the expiration of a reasonable time after written notice to Landlord of the need for such repairs), nor shall
Landlord be liable to Tenant, nor to Tenant’s employees, agents or visitors, nor to any other person whomsoever, for
any loss or damage that may be occasioned by or through the acts or omissions of other tenants of the Project or of
any other persons whomsoever, excepting only duly authorized employees and agents of Landlord. Landlord shall
not be held responsible in any way on account of any construction, repair or reconstruction (including widening) of
any private or public roadways, walkways or utility lines.

16.2 Landlord shall not be liable to Tenant or to Tenant’s employees, agents, or visitors, or to any other
person whomsoever, for any injury to person or damage to property on or about the Demised Premises or the
Common Area caused by Tenant or the negligence or misconduct of Tenant, its employees, subtenants, licensees or
concessionaires, or of any other person entering the Project under express or implied invitation of Tenant, or arising
out of the use of the Demised Premises by Tenant and the conduct of its business therein, or arising out of any
breach or default by Tenant in the performance of its obligations under this Lease; and Tenant hereby agrees to
defend, indemnify Landlord and hold Landlord harmless from any loss, expense (including attorney’s fees and all
other costs) or claims arising out of such damage or injury.

16.3 Landlord and Tenant each hereby releases the other from any and all liability or responsibility to
the other, or to any other party claiming through or under them by way of subrogation or otherwise, for any loss or
damage to property caused by a casualty which is insurable or which is required to be insured under standard fire
and extended coverage insurance or “all-risk” (or “special form”) property insurance; provided, however, that this
mutual waiver shall be applicable only with respect to a loss or damage occurring during the time when standard fire
and extended coverage or “all risk” (or “special form”) insurance policies contain a clause or endorsement to the
effect that any such release shall not adversely affect or impair the policy or the right of the insured party to receive
proceeds under the policy.

ARTICLE 17
DAMAGES BY CASUALTY

17.1 Tenant shall give immediate written notice to Landlord of any damage caused to the Demised
Premises by fire, other casualty or any other causes whatsoever.

17.2 In the event that the Demised Premises shall be damaged or destroyed by fire or other casualty
insurable under standard fire and extended coverage insurance or “all-risk” property insurance and Landlord does
not elect to terminate this Lease as hereinafter provided, Landlord shall proceed with reasonable diligence and at its
sole cost and expense to rebuild and repair the Demised Premises. In the event (a) the building in which the
Demised Premises are located shall be destroyed or substantially damaged by a casualty not covered by Landlord’s
insurance, (b) such building shall be damaged to an extent less than fifty percent (50%) of the first floor area of the
building in which the Demised Premises are located, (c) the holder of a mortgage, deed of trust or other lien on the

Brewer/Crossings Purchase/Lease Tenant.1 14

Demised Premises at the time of the casualty elects, pursuant to such mortgage, deed of trust or other lien, to require
the use of all or part of Landlord’s insurance proceeds in satisfaction of all or part of the indebtedness secured by the
mortgage, deed of trust or other lien, or (d) any other tenant in the building terminates its lease pursuant to a right
granted it in the event of a casualty, then Landlord may elect either to terminate this Lease or to proceed to rebuild
and repair the Demised Premises. In the event (a) the building in which the Demised Premises are located shall be
destroyed or substantially damaged by a casualty not covered by Landlord’s insurance, or (b) such building shall be
destroyed or rendered untenantable to an extent in excess of fifty percent (50%) of the first floor area by a casualty
covered by Landlord’s insurance or (c) the holder of a mortgage, deed of trust or other lien on the Demised Premises
at the time of the casualty elects, pursuant to such mortgage, deed of trust or other lien, to require the use of all or
part of Landlord’s insurance proceeds in satisfaction of all or part of the indebtedness secured by the mortgage, deed
of trust or other lien, then Landlord may elect either to terminate this Lease or to proceed to rebuild and repair the
Demised Premises. Landlord shall give written notice to Tenant of such election within sixty (60) days after the
occurrence of such casualty and, if it elects to rebuild and repair, shall proceed to do so with reasonable diligence
and at its sole cost and expense.

17.3 Landlord’s obligation to rebuild and repair under this Article 17 shall in any event be limited to
restoring one of the following (as may be applicable): (a) if this Lease does not include an attached exhibit
describing Landlord’s initial construction responsibility (“Landlord’s Work”), Landlord shall restore the Demised
Premises to substantially the condition in which the same existed prior to such casualty, exclusive of any alterations,
additions, improvements, fixtures and equipment installed by Tenant; or (b) Landlord’s Work, as described in the
applicable exhibit attached to this Lease (if such an exhibit is attached) exclusive of any alterations, additions,
improvements, fixtures and equipment installed by Tenant, to substantially the same condition in which the same
existed prior to the casualty. Tenant agrees that promptly after completion of such work by Landlord, Tenant will
proceed with reasonable diligence and at Tenant’s sole cost and expense to restore, repair and replace all alterations,
additions, improvements, fixtures, signs and equipment installed by Tenant, or, if an exhibit describing Tenant’s
Work is attached hereto, all items of Tenant’s Work as described in such exhibit, as the case may be.

17.4 Tenant agrees that during any period of reconstruction or repair of the Demised Premises, it will
continue the operation of its business within the Demised Premises to the extent practicable. During the period from
the occurrence of the casualty until Landlord’s repairs are completed, the Minimum Guaranteed Rental shall be
reduced to such extent as may be fair and reasonable under the circumstances; provided, however, (i) there shall be
no abatement of the percentage rental and other charges provided for herein and (ii) Tenant does not actually use the
portion of the Demised Premises for which it seeks an abatement.

ARTICLE 18
EMINENT DOMAIN

18.1 If more than thirty percent (30%) of the floor area of the Demised Premises should be taken for
any public or quasi-public use under any government law, ordinance or regulation or by right of eminent domain or
by private purchase in lieu thereof, this Lease shall terminate and the rent shall be abated during the unexpired
portion of this Lease, effective on the date physical possession is taken by the condemning authority.

18.2 If less than thirty percent (30%) of the floor area of the Demised Premises should be taken as
aforesaid, this Lease shall not terminate; however, the Minimum Guaranteed Rental (but not percentage rental)
payable hereunder during the expired portion of this Lease shall be reduced in proportion to the area taken, effective
on the date physical possession is taken by the condemning authority. Following such partial taking, provided
Landlord’s lender provides the proceeds to Landlord, Landlord shall make all necessary repairs or alterations to the
remaining Demised Premises or, if an exhibit describing Landlord’s Work is attached to this Lease, all necessary
repairs within the scope of Landlord’s Work as described in such exhibit, as the case may be, required to make the
remaining portions of the Demised Premises an architectural whole.

18.3 If any part of the Common Area should be taken, this Lease shall not terminate, nor shall the rent
payable hereunder be reduced, except that either Landlord or Tenant may terminate this Lease if the remaining
parking spaces in the Project are insufficient to comply with the Permitted Exceptions and Tenant is forced to close
due to such reduction in parking by the applicable governmental authority or beneficiary under such Permitted
Exception. Any election to terminate this Lease in accordance with this provision shall be evidenced by written

Brewer/Crossings Purchase/Lease Tenant.1 15

notice of termination delivered to the other party within thirty (30) days after the date Tenant is so forced to close or
such termination right is deemed waived.

18.4 All compensation awarded for any taking (or the proceeds of private sale in lieu thereof) of the
Demised Premises or Common Area shall be the property of Landlord, and Tenant hereby assigns its interest in any
such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for
Tenant’s moving and relocation expenses or for the loss of Tenant’s fixtures and other tangible personal property if
a separate award for such items is made to Tenant and Landlord’s award is not reduced.

ARTICLE 19
ASSIGNMENTS AND SUBLETTING

19.1 Tenant shall not assign or in any manner transfer this Lease or any estate or interest therein, or
sublet the Demised Premises or any part thereof, or grant any license, concession or other right of occupancy of any
portion of the Demised Premises without the prior written consent of Landlord, which consent may be withheld in
Landlord’s sole and absolute discretion. In the event Landlord consents to such a transfer Landlord shall also be
entitled to charge Tenant a reasonable fee for processing Tenant’s request. Consent by Landlord to one or more
assignments or sublettings shall not operate as a waiver of Landlord’s rights as to any subsequent assignments and
sublettings.

19.2 If Tenant is a corporation, partnership or other entity and if at any time during the primary Lease
Term or any renewal or extension thereof the person or persons who own a majority of either the outstanding voting
rights or the outstanding ownership interests of Tenant at the time of the execution of this Lease cease to own a
majority of such voting rights or ownership interests (except as a result of transfers by devise or descent), the loss of
a majority of such voting rights or ownership interests shall be deemed an assignment of this Lease by Tenant and,
therefore, subject in all respects to the provisions of Section 19.1 above. The previous sentence shall not apply
however if at the time of the execution of this Lease Tenant is a corporation and the outstanding voting shares of
capital stock of Tenant are listed on a recognized security exchange or over-the-counter market.

19.3 Notwithstanding any assignment or subletting, such assignee or subtenant shall comply with the
Permitted Exceptions, Tenant and any guarantor of Tenant’s obligations under this Lease shall at all times remain
fully responsible and liable for the payment of the rent herein specified, all other monetary charges set forth herein
and for compliance with all of its other obligations under this Lease (even if future assignments and sublettings
occur subsequent to the assignment or subletting by Tenant, and regardless of whether or not Landlord’s approval
has been obtained for such future assignments and sublettings). Moreover, in the event that the rental due and
payable by a sublessee (or a combination of the rental payable under such sublease plus any bonus or other
consideration therefor or incident thereto) exceeds the rental payable under this Lease, or if with respect to a
permitted assignment, permitted license or other transfer by Tenant permitted by Landlord, the consideration
payable to Tenant by the assignee, licensee or other transferee exceeds the rental payable under this Lease, then
Tenant shall be bound and obligated to pay Landlord all such excess rental and other excess consideration within
ten (10) days following receipt thereof by Tenant from such sublessee, assignee, licensee or other transferee, as the
case may be. In any event of assignment or subletting, it is understood and agreed that all rentals paid to Tenant by
an assignee or sublessee shall be received by Tenant in trust for Landlord, to be forwarded immediately to Landlord
without offset or reduction of any kind; and upon election by Landlord such rentals shall be paid directly to
Landlord as specified in Section 4.1 of this Lease (to be applied as a credit and offset to Tenant’s rental obligation).
Finally, in any event, Tenant shall pay to Landlord a fee of $500 to review (without any obligation to approve) any
assignment, transfer or subletting to cover Landlord’s legal fees for such review. Notwithstanding anything
contained herein to the contrary, such assignee, transferee, or sublessee shall be additionally bound and shall not
violate any exclusives granted to any other tenants in the Project after the date of full execution of this Lease by all
parties.

19.4 Tenant shall not mortgage, pledge or otherwise encumber its interest in this Lease or in the
Demised Premises.

19.5 In the event of the transfer and assignment by Landlord of its interest in this Lease and in the
building containing the Demised Premises to a person expressly assuming Landlord’s obligations under this Lease,

Brewer/Crossings Purchase/Lease Tenant.1 16

Landlord shall thereby be released from any further obligations hereunder, and Tenant agrees to look solely to such
successor in interest and Landlord shall thereby be discharged of any further obligation relating thereto.

ARTICLE 20
SUBORDINATION; ATTORNMENT; ESTOPPELS

20.1 Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust or other lien
presently existing or hereafter placed upon the Project which includes the Demised Premises, and to any renewals
and extensions thereof. Tenant agrees that any mortgagee shall have the right at any time to subordinate its
mortgage, deed of trust or other lien to this Lease; provided, however, notwithstanding that this Lease may be (or
made to be) superior to a mortgage, deed of trust or other lien, the mortgagee shall not be liable for prepaid rentals,
security deposits and claims accruing during Landlord’s ownership; further provided that the provisions of a
mortgage, deed of trust or other lien relative to the rights of the mortgagee with respect to proceeds arising from an
eminent domain taking (including a voluntary conveyance by Landlord) and provisions relative to proceeds arising
from insurance payable by reason of damage to or destruction of the Demised Premises shall be prior and superior to
any contrary provisions contained in this instrument with respect to the payment or usage thereof. Landlord is
hereby irrevocably vested with full power and authority to subordinate this Lease to any mortgage, deed of trust or
other lien hereafter placed upon the Demised Premises or the Project as a whole, and Tenant agrees upon demand to
execute such further instruments subordinating this Lease as Landlord may request (after ten (10) days from the date
of such request, it shall be an Event of Default hereunder); provided, however, that upon Tenant’s written request
and notice to Landlord, Landlord shall use good faith efforts to obtain from any such mortgagee a non-disturbance
agreement satisfactory to such mortgagee. Additionally, Tenant agrees to attorn to a purchaser at a foreclosure sale
if requested by such purchaser.

20.2 At any time when the holder of an outstanding mortgage, deed of trust or other lien covering
Landlord’s interest in the Demised Premises has given Tenant written notice of its interest in this Lease, Tenant may
not exercise any remedies for default by Landlord hereunder unless and until the holder of the indebtedness secured
by such mortgage, deed of trust or other lien shall have received written notice of such default and a reasonable time
(not less than thirty (30) days) shall thereafter have elapsed without the default having been cured.

20.3 Tenant agrees that it will from time to time upon request by Landlord execute and deliver to
Landlord a written statement addressed to Landlord (or to a party designated by Landlord), which statement shall
identify Tenant and this Lease, shall certify that this Lease is unmodified and in full force and effect (or if there have
been modifications, that the same is in full force and effect as so modified), shall confirm that Landlord is not in
default as to any obligations of Landlord under this Lease (or if Landlord is in default, specifying any default), shall
confirm Tenant’s agreements contained above in this Article 20, and shall contain such other information or
confirmations as Landlord may reasonably require. Landlord is hereby irrevocably appointed and authorized as the
agent and attorney-in-fact of Tenant to execute and deliver any such written statement on Tenant’s behalf if Tenant
fails to do so within seven (7) days after the delivery of a written request from Landlord to Tenant and/or Landlord
may declare an Event of Default hereunder.

20.4 The Landlord shall not be obligated to proceed with the construction of the Demised Premises
unless and until financing acceptable to Landlord is obtained. Should such financing not be obtained within six (6)
months after completion of final plans and specifications, Landlord may so notify Tenant in writing, and this Lease
shall thereupon cease and terminate, and each of the parties hereto shall be released and discharged from any and all
liability and responsibility thereunder. If Landlord can obtain financing only upon the basis of modification of terms
and provisions of this Lease, the Landlord shall have the right to cancel this Lease if the Tenant refuses to approve
in writing any such modifications within thirty (30) days after the Landlord’s request therefor, which request may
not be made later than ninety (90) days prior to delivery of possession. If such right to cancel is exercised, this
Lease shall thereafter be null and void, any money or security deposited hereunder shall be returned to the Tenant,
and neither party shall have any liability to the other by reason of such cancellation.

Brewer/Crossings Purchase/Lease Tenant.1 17

 ARTICLE 21
DIRECTION OF TENANT’S ENERGIES

21.1 Tenant acknowledges that Tenant’s monetary contribution to Landlord (in the form of rentals) and
Tenant’s general contribution to commerce within the Project (also important in Landlord’s determination to execute
this Lease with Tenant) will be substantially reduced if during the Lease Term, either Tenant or any person, firm or
corporation, directly or indirectly controlling, controlled by or under common control with Tenant shall directly or
indirectly operate, manage, conduct or have any interest in any establishment within commercial proximity of the
Project. Accordingly, Tenant agrees that if during the Lease Term, either Tenant or any person, firm or corporation,
directly or indirectly controlling, controlled by or under common control with Tenant (and also, in the event Tenant
is a corporation, if any officer or director thereof or shareholder owning more than ten percent (10%) of the
outstanding stock thereof, or parent, subsidiary or related or affiliated corporation) either directly or indirectly
commences operation of any store selling or otherwise sells or offers for sale any merchandise or services of the
type to be sold by Tenant in the Demised Premises as provided in Section 1.1(p) hereof or similar or related items,
or in any manner competes with the business provided herein to be conducted by Tenant at the Demised Premises,
within a straight-line radius of three (3) miles of the Project, which Tenant acknowledges is reasonable area for the
purpose of this provision, then in such event, the rental payable by Tenant hereunder shall be adjusted as follows:

(a) thereafter the Minimum Guaranteed Rental shall be one hundred ten percent (110%) of the amount
stipulated in Section 1.1(n) and elsewhere in this Lease; and

(b) thereafter the percentage rental shall be computed as if twenty-five percent (increased to fifty
percent, if the other store is within a two-mile radius, and seventy-five percent, if the other store is within a one-mile
radius) of all amounts which would be “gross sales” (as defined in Section 4.5 of this Lease) if the merchandise had
been sold, services rendered or business conducted at or from the Demised Premises (in lieu of at or from such other
store), where, in fact, “gross sales” (as so defined) and the provisions of Article 5 will likewise apply to the other
store.

The above adjustment in rental reflects the estimate of the parties as to the damages which Landlord would
be likely to incur by reason of the diversion of business and customer traffic from the Demised Premises and Project
to such other store within such radius, as a proximate result of the establishment of such other store. This provision
shall not apply to any existing store presently being operated by Tenant as of the date hereof, provided there is no
change in the size, merchandise mix or trade name of such commercial establishment. Finally, Tenant agrees that
Landlord may waive, for any reason whatsoever, all rights granted to Landlord pursuant to this Section 21.1 and
may sever this section from the remainder of this Lease (thereby keeping the remainder of this Lease unmodified
and in full force and effect).

ARTICLE 22
DEFAULT BY TENANT AND REMEDIES

22.1 The following events shall be deemed to be an “Event of Default” or “Events of Default” by
Tenant under this Lease:

(a) Tenant shall fail to pay any installment of rental or any other obligation under this Lease involving
the payment of money and such failure shall continue for a period of five (5) days after written notice thereof to
Tenant; provided, however, that for each calendar year during which Landlord has already given Tenant one written
notice of the failure to pay an installment of rental, no further notice shall be required (i.e., the event of default will
automatically occur on the fifth (5th) day after the date upon which the rental was due).

(b) Except as otherwise provided in Section 20.3 and as described in subsection (a) above, Tenant
shall fail to comply with any term provision or covenant of this Lease, and shall not cure such failure within
fifteen (15) days after written notice thereof to Tenant.

(c) Tenant or any guarantor of Tenant’s obligations under this Lease shall become insolvent, or shall
make a transfer in fraud of creditors, or shall make a general assignment for the benefit of creditors.

Brewer/Crossings Purchase/Lease Tenant.1 18

 (d) Tenant or any guarantor of Tenant’s obligations under this Lease shall file a petition under any
section or chapter of the federal Bankruptcy Act, as amended, or under any similar law or statute of the United
States or any state thereof; or Tenant or any guarantor of Tenant’s obligations under this Lease shall be adjudged
bankrupt or insolvent in proceedings filed against Tenant or any guarantor of Tenant’s obligations under this Lease
thereunder.

(e) A receiver or Trustee shall be appointed for the Demised Premises or for all or substantially all of
the assets of Tenant or any guarantor of Tenant’s obligations under this Lease.

(f) Tenant shall desert or vacate or shall commence to desert or vacate the Demised Premises or any
substantial portion of the Demised Premises or shall remove or attempt to remove, without the prior written consent
of Landlord, all or a substantial amount of Tenant’s goods, wares, equipment, fixtures, furniture, or other personal
property.

(g) Tenant shall do or permit to be done anything which creates a lien upon the Demised Premises,
Project or Tenant’s interest in this Lease or the Demised Premises, including, without limitation, a mechanic’s or
materialmen’s lien.

22.2 Upon the occurrence of any such Events of Default, Landlord shall have the option to pursue any
one or more of the following remedies:

(a) Without any further notice or demand whatsoever, Tenant shall be obligated to reimburse
Landlord for the damages suffered by Landlord as a result of the Event of Default (including all tenant finish costs
or allowances paid to or on behalf of Tenant), and Landlord may pursue a monetary recovery from Tenant. In this
regard, and without limiting the generality of the immediately preceding sentence, it is agreed that if Tenant fails to
install a sign on the front of the Demised Premises on or promptly after the Commencement Date of this Lease, or if
Tenant fails to open for business as required in this Lease or, having opened for business, subsequently deserts or
vacates the Demised Premises or otherwise ceases to conduct business in the Demised Premises as required in this
Lease, then Landlord at its option may seek monetary recovery for the loss of Tenant’s anticipated contribution to
commerce within the Project; moreover, Landlord and Tenant further agree that inasmuch as the exact amount of
damages would be difficult to determine, liquidated damages will be due monthly (i) in an amount equal to fifteen
percent (15%) of the Minimum Guaranteed Rental payable for that month (i.e. Tenant will pay Minimum
Guaranteed Rental equal to 115% of the amount specified in Section 1.1(n) and elsewhere in this Lease), if Tenant
opens for business but fails to install a sign and (ii) in an amount equal to twenty-five percent (25%) of the
Minimum Guaranteed Rental payable for the month (i.e. Tenant will pay Minimum Guaranteed Rental equal to
125% of the amount specified in Section 1.1(n) and elsewhere in this Lease), if Tenant fails to open for business as
required in this Lease, or having opened for business, subsequently deserts or vacates the Demised Premises or
otherwise ceases to conduct business in the Demised Premises as required in this Lease.

(b) Without any further notice or demand whatsoever, Landlord may take any one or more of the
actions permissible at law to insure performance by Tenant of Tenant’s covenants and obligations under this Lease.
In this regard, and without limiting the generality of the immediately preceding sentence, it is agreed that if Tenant
fails to open for business as required in this Lease, or having opened for business, deserts or vacates the Demised
Premises, Landlord may enter upon and take possession of the Demised Premises in order to protect them from
deterioration and continue to demand from Tenant the monthly rentals and other charges provided in this Lease,
without any obligation to relet; however, if Landlord does, at its sole discretion, elect to relet the Demised Premises,
such action by Landlord shall not be deemed as an acceptance of Tenant’s surrender of the Demised Premises unless
Landlord expressly notifies Tenant of such acceptance in writing pursuant to this subsection (b), Tenant hereby
acknowledging that Landlord shall otherwise be reletting as Tenant’s agent and Tenant furthermore hereby agreeing
to pay to Landlord on demand any deficiency that may arise between the monthly rentals and other charges provided
in this Lease and that actually collected by Landlord. It is further agreed in this regard that in the event of any
default described in subsection (b) of Section 22.1 of this Lease, Landlord shall have the right to enter upon the
Demised Premises by force if necessary without being liable for prosecution or any claim for damages therefor, and
do whatever Tenant is obligated to do under the terms of this Lease; and Tenant agrees to reimburse Landlord on
demand for any expenses which Landlord may incur in thus effecting compliance with Tenant’s obligations under

Brewer/Crossings Purchase/Lease Tenant.1 19

this Lease, and Tenant further agrees that Landlord shall not be liable for any damages resulting to the Tenant from
such action.

(c) Landlord may terminate this Lease by written notice to Tenant, in which event Tenant shall
immediately surrender the Demised Premises to Landlord, and if Tenant fails to do so, Landlord may, without
prejudice to any other remedy which Landlord may have for possession or arrearages in rent (including any late
charge or interest which may have accrued pursuant to Section 4.6 of this Lease), enter upon and take possession of
the Demised Premises and expel or remove Tenant and any other person who may be occupying the Demised
Premises or any part thereof, by force if necessary, without being liable for prosecution or any claim for damages
therefor. Tenant hereby waives any statutory requirement of prior written notice for filing eviction or damage suits
for nonpayment of rent. In addition, Tenant agrees to pay to Landlord on demand the amount of all loss and damage
which Landlord may suffer by reason of any termination effected pursuant to this subsection (c), said loss and
damage to be determined by either of the following alternative measures of damages:

(i) Until Landlord is able, through reasonable efforts, the nature of which efforts shall be in
the sole discretion of Landlord (which shall be deemed satisfied by Landlord listing the Demised Premises with a
licensed real estate broker), to relet the Demised Premises, Tenant shall pay to Landlord on or before the first day of
each calendar month, the monthly rentals and other charges provided in this Lease. After the Demised Premises
have been relet by Landlord, Tenant shall pay to Landlord on the twentieth (20th) day of each calendar month the
difference between the monthly rentals and other charges provided in this Lease for such calendar month and that
actually collected by Landlord for such month. If it is necessary for Landlord to bring suit in order to collect any
deficiency, Landlord shall have a right to allow such deficiencies to accumulate and to bring an action on several or
all of the accrued deficiencies at one time. Any such suit shall not prejudice in any way the right of Landlord to
bring a similar action for any subsequent deficiency or deficiencies. Any amount collected by Landlord from
subsequent tenants for any calendar month, in excess of the monthly rentals and other charges provided in this Lease
shall be credited to Tenant in reduction of Tenant’s other charges provided in this Lease; but Tenant shall have no
right to such excess other than the above-described credit.

(ii) When Landlord desires, Landlord may demand a final settlement. Upon demand for a
final settlement, Landlord shall have a right to, and Tenant hereby agrees to pay, the difference between the total of
all monthly rentals and other charges provided in this Lease for the remainder of the term and the reasonable rental
value of the Demised Premises for such period, such difference to be discounted to present value at a rate equal to
the rate of interest of six percent [6%] per annum).

If Landlord elects to exercise the remedy prescribed in subsection 22.2(b) above, this election shall in no
way prejudice Landlord’s right at any time thereafter to cancel said election in favor of the remedy prescribed in
subsection 22.2(c) above, provided that at the time of such cancellation Tenant is still in default. Similarly, if
Landlord elects to compute damages in the manner prescribed by subsection 22.2(c)(i) above, this election shall in
no way prejudice Landlord’s right at any time thereafter to demand a final settlement in accordance with
subsection 22.2(c)(ii) above. Pursuit of any of the above remedies shall not preclude pursuit of any other remedies
prescribed in other sections of this Lease and any other remedies provided by law, at law or in equity. Forbearance
by Landlord to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or
construed to constitute a waiver of such Event of Default.

22.3 It is expressly agreed that in determining “the monthly rentals and other charges provided in this
Lease, “ as that term is used throughout subsections 22.2(c)(i) and 22.2(c)(ii) above, there shall be added to the
Minimum Guaranteed Rental (as specified in Section 1.1(n) of this Lease) a sum equal to the charges for
maintenance of the Common Area (as specified in Sections 1.1(l) and 7.4 of this Lease), the payments for taxes,
charges and insurance (as specified in Article 6 of this Lease) plus one twenty-fourth of the total of all percentage
rentals required to be paid by Tenant (pursuant to Section 4.3 of this Lease) because of gross sales during the two
full calendar years immediately preceding the date Landlord initiated action pursuant to said subsections (or, if two
full calendar years have not then elapsed, to the corresponding fraction of all percentage rentals required to paid
because of gross sales during the period commencing with the Commencement Date of this Lease and concluding
with the date on which Landlord initiated such action).

Brewer/Crossings Purchase/Lease Tenant.1 20

 22.4 It is further agreed that, in addition to payments required pursuant to subsections 22.2(b) and
22.2(c) above, Tenant shall compensate Landlord for all expenses incurred by Landlord in repossession (including,
among other expenses, any increase in insurance premiums caused by the vacancy of the Demised Premises), all
expenses incurred by Landlord in reletting (including, among other expenses, repairs, remodeling, replacements,
advertisements and brokerage fees), all concessions granted to a new tenant upon reletting (including, among other
concessions, renewal options, and any tenant improvement allowance or tenant finish costs), all losses incurred by
Landlord as a direct or indirect result of any Event of Default (including, among other losses, any adverse reaction
by Landlord’s mortgagee or by other tenants or potential tenants of the Project) and a reasonable allowance for
Landlord’s administrative efforts, salaries and overhead attributable directly or indirectly to Tenant’s default and
Landlord’s pursuing the rights and remedies provided herein and under applicable law.

22.5 Landlord may restrain or enjoin any breach or threatened breach of any covenant, duty or
obligation of Tenant herein contained without the necessity of proving the inadequacy of any legal remedy or
irreparable harm. The remedies of Landlord hereunder shall be deemed cumulative and not exclusive of each other.

22.6 If on account of any breach or default by Tenant in its obligations hereunder or Event of Default,
Landlord shall employ an attorney to present, enforce or defend any of Landlord’s rights or remedies hereunder,
Tenant agrees to pay any and all reasonable attorney’s fees and court costs incurred by Landlord in such connection.

22.7 Tenant acknowledges its obligation to deposit with Landlord the Security Deposit stated in
Section 1.1(r) above, to be held by Landlord without interest as security for the performance by Tenant of Tenant’s
covenants and obligations under this Lease. Tenant agrees that such Security Deposit may be co-mingled with
Landlord’s other funds and is not an advance payment of rental or a measure of Landlord’s damages in case of
default by Tenant. Upon the occurrence of any Event of Default by Tenant, Landlord may, from time to time,
without prejudice to any other remedy provided herein or provided by law, use the Security Deposit to the extent
necessary to make good any arrears of rentals and any other damage, injury, expense or liability caused to Landlord
by such Event of Default, and Tenant shall pay to Landlord on demand the amount so applied in order to restore the
Security Deposit to its original amount. If Tenant is not then in default hereunder, any remaining balance of such
deposit shall be returned by Landlord to Tenant upon termination of this Lease (subject to the provisions of
Section 19.5 above).

22.8 In the event Landlord determines to pursue the remedy as described in Section 22.2(b) and there is
other vacant space in the Project, Tenant acknowledges and agrees that Landlord shall have no obligation to lease
the Demised Premises prior to leasing any of such other vacant space.

ARTICLE 23
LANDLORD’S CONTRACTUAL SECURITY INTEREST

23.1 In consideration of the execution of this Lease and to assure Tenant’s faithful performance of all
terms and conditions of this Lease, Tenant, as debtor, hereby grants to Landlord, as secured party, a security interest
in all trade fixtures, inventory, furniture, equipment, accounts receivable, contract rights, general intangibles,
licenses, and franchises (as such terms are defined in the Uniform Commercial Code of Ohio), together with the
proceeds thereof, whether now or hereafter owned or acquired by Tenant or now or hereafter located at the Demised
Premises. For purposes of the Ohio Uniform Commercial Code, this Lease also shall be deemed a Security
Agreement. The security interest granted hereby is to secure the performance by Tenant of all of its obligations
under this Lease, including, but not limited to, the payment by Tenant of any and all sums now or hereafter payable
to Landlord, whether direct or indirect, absolute or contingent, or now existing or hereafter arising, by virtue of any
type of obligation that Tenant now or hereafter owes to Landlord pursuant to the terms and conditions of this Lease.
If Tenant fails to discharge any of the aforementioned obligations, then, in addition to any other rights or remedies
available to Landlord, Landlord shall have all of the rights and remedies of a secured party under the Ohio Uniform
Commercial Code. Concurrently with the execution of this Lease or otherwise within ten (10) days after written
request from Landlord, Tenant shall execute and deliver to Landlord financing statements evidencing Landlord’s
security interest created pursuant to this Section 23.1 and Landlord may file such financing statements in accordance
with the provisions of the Ohio Uniform Commercial Code. Tenant shall execute and deliver to Landlord
modifications or renewals of such financing statements within ten (10) days after written request from Landlord. If
Tenant fails to execute or deliver any such financing statements or any such modifications or renewals of such

Brewer/Crossings Purchase/Lease Tenant.1 21

financing statements, then Landlord is hereby authorized to execute and file of record the same as attorney-in-fact
for Tenant. Upon the occurrence of an event of default by Tenant, Landlord may, in addition to any other remedies
provided herein, enter upon the Demised Premises and take possession of any and all trade fixtures, inventory,
furniture, equipment, accounts receivable, contract rights, general intangibles, licenses, and franchises (as such terms
are defined in the Uniform Commercial Code of Ohio), together with the proceeds thereof and other personal
property of Tenant situated on the Demised Premises, without liability for trespass or conversion, and sell the same
at public or private sale, with or without having such property at the time of sale, after giving Tenant reasonable
notice of the time and place of any public sale or of the time after which any private sale is to be made, at which sale
the Landlord or its assigns may purchase unless otherwise prohibited by law. Unless otherwise provided by law,
and without intending to exclude any other manner of giving Tenant reasonable notice, the requirement of
reasonable notice shall be met if such notice is given in the manner prescribed in this Lease at least five days before
the time of sale. Any sale made pursuant to the provisions of this paragraph shall be deemed to have been a public
sale conducted in a commercially reasonable manner if held in the Demised Premises or where the property is
located after the time, place and method of sale and a general description of the types of property to be sold have
been advertised in a daily newspaper published in the county in which the property is located, for five consecutive
days before the date of the sale. The proceeds from any such disposition, less any and all expenses connected with
the taking of possession, holding and selling of the property (including reasonable attorney’s fees and legal
expenses), shall be applied as a credit against the indebtedness secured by the security interest granted in this
paragraph. Any surplus shall be paid to Tenant or as otherwise required by law; the Tenant shall pay any
deficiencies forthwith. Upon request by Landlord, Tenant agrees to execute and deliver to Landlord a financing
statement in form sufficient to perfect the security interest of Landlord in the aforementioned property and proceeds
thereof under the provision of the Uniform Commercial Code (or corresponding state statute or statutes) in force in
the state in which the property is located, as well as any other state the laws of which Landlord may at any time
consider to be applicable.

23.2 Notwithstanding Section 23.1, Landlord agrees that it will subordinate its security interest and
Landlord’s lien to the first lien security interest of Tenant’s supplier or institutional financial source, provided that
Landlord approves the transaction as being reasonably necessary for Tenant’s operations at the Demised Premises,
and further provided that the subordination must be limited to a specified transaction and specified items of the
fixtures, equipment or inventory involved in the transaction.

ARTICLE 24
HOLDING OVER

24.1 In the event Tenant remains in possession of the Demised Premises after the expiration of this
Lease and without the execution of a new lease, it shall be deemed to be occupying the Demised Premises as a
tenant from month to month at a rental equal to the Minimum Guaranteed Rental (including any percentage rental)
herein provided plus fifty percent (50%) of such amount and otherwise subject to all the conditions, provisions and
obligations of this Lease insofar as the same are applicable to a month-to-month tenancy; provided, however, such
month-to-month tenancy may be terminated by either party giving thirty (30) days prior written notice to the other.

ARTICLE 25
NOTICES

25.1 Wherever any notice is required or permitted hereunder, such notice shall be in writing. Any
notice or document required or permitted to be delivered hereunder shall be deemed to be delivered when
(i) transmitted to the telecopier numbers shown above, with a confirmed telecopier transmission report from the
sender’s machine evidencing such transmission, (ii) actually received or rejected by the designated addressee or, if
earlier and regardless of whether actually received or not, when deposited in (a) the United States mail, postage
prepaid, certified mail, return receipt requested, or (b) a regional or national overnight courier service, addressed to
the parties hereto at the respective addresses set out in Section 1.1 above (or at Landlord’s option, to Tenant at the
Demised Premises), or at such other addresses as they have theretofore specified by written notice. Notwithstanding
anything to the contrary contained herein, the delivery of any and all plans whether from Landlord to Tenant or
Tenant to Landlord shall be sent electronically to the email addresses as set forth in Article 1. A written notice of
such electronic delivery of plans shall be sent within one (1) business day of such electronic delivery of plans by any
of the non-electronic methods set forth in this Article 25.

Brewer/Crossings Purchase/Lease Tenant.1 22

 25.2 If and when included within the term “Landlord” as used in this instrument there are more than
one person, firm or corporation, all shall jointly arrange among themselves for their joint execution of such notice
specifying some individual at some specific address for the receipt of notices and payments to the Landlord; if and
when included within the term “Tenant” as used in this instrument there are more than one person, firm or
corporation, all shall jointly arrange among themselves for their joint execution of such notice specifying some
individual at some specific address for the receipt of notices and payments for Tenant. All parties included within
the terms “Landlord” and “Tenant”, respectively, shall be bound by notices and payments given in accordance with
the provisions of this Article to the same effect as if each had received such notice or payment. In addition, Tenant
agrees that notices to Tenant may be given by Landlord’s attorney, property manager or other agent.

ARTICLE 26
COMMISSIONS; TITLE ADVICE

26.1 Landlord shall pay to the Agent or Agents referred to in Section 1.1(h) a commission for
negotiating this Lease, such commission being evidenced by a separate agreement between Landlord and the
Agent(s).

26.2 Tenant hereby acknowledges that at the time of the execution of this Lease, Agent advised Tenant
by this writing that Tenant should have an abstract covering the real estate upon which the Project and the Demised
Premises are located examined by an attorney of Tenant’s own selection or, at Tenant’s option and expense, that
Tenant should be furnished with a leasehold owner’s policy of title insurance.

ARTICLE 27
REGULATIONS; ADA

27.1 Landlord and Tenant acknowledge that there are in effect federal, state, county and municipal
laws, orders, rules, directives and regulations (collectively referred to hereinafter as the “Regulations”) and that
additional Regulations may hereafter be enacted or go into effect, relating to or affecting the Demised Premises or
the Project, and concerning the impact on the environment of construction, land use, maintenance and operation of
structures, and conduct of business. Subject to the express rights granted under the terms of this Lease, Tenant will
not cause, or permit to be caused, any act or practice, by negligence, omission, or otherwise, that would adversely
affect the environment, or do anything to permit anything to be done that would violate any of said laws, regulations
or guidelines. Moreover, Tenant shall have no claim against Landlord by reason of any changes Landlord may
make in the Project or the Demised Premises pursuant to said Regulations or any charges imposed upon Tenant,
Tenant’s customers or other invitees pursuant to same.

27.2 If, by reason of any Regulations, the payment to, or collection by, Landlord of any rental or other
charge (collectively referred to hereinafter as “Lease Payments”) payable by Tenant to Landlord pursuant to the
provisions of this Lease is in excess of the amount (the “Maximum Charge”) permitted thereof by the Regulations,
then Tenant, during the period (the “Freeze Period”) when the Regulations shall be in force and effect shall not be
required to pay, nor shall Landlord be permitted to collect, any sum in excess of the Maximum Charge. Upon the
earlier of (i) the expiration of the Freeze Period, or (ii) the issuance of a final order or judgment of a court of
competent jurisdiction declaring the Regulations to be invalid or not applicable to the provisions of this Lease,
Tenant, to the extent not then prescribed by law, and commencing with the first day of the month immediately
following, shall pay to Landlord as additional rental, in equal monthly installments during the balance of the Lease
Term, a sum equal to the cumulative difference between the Maximum Charges and the Lease Payments during the
Freeze Period. If any provisions of this section, or the application thereof, shall to any extent be declared to be
invalid and unenforceable, the same shall not be deemed to affect any of the other provisions of this section or of
this Lease, all of which shall be deemed valid and enforceable to the fullest extent permitted by law.

27.3 Tenant shall be responsible for all costs and expenses incurred in connection with any
improvements and alterations necessary to ensure compliance with the Americans with Disabilities Act of 1990 (as
amended, the “ADA”).

Brewer/Crossings Purchase/Lease Tenant.1 23

 ARTICLE 28
TENANT’S BANKRUPTCY; LANDLORD’S REMEDIES

28.1 In the event of any default described in subsection (d) of Section 22.1 of this Lease, any
assumption and assignment must conform with the requirements of the Bankruptcy Code which provides, in part,
that Landlord must be provided with adequate assurances (i) of the source of rent and other consideration due under
this Lease; (ii) that the financial condition and operating performance of any proposed assignee and its guarantors, if
any, shall be similar to the financial condition and operating performance of Tenant and its guarantors, if any, as of
the date of execution of this Lease; (iii) that any percentage rent due under this Lease will not decline substantially;
(iv) that any assumption or assignment is subject to all of the provisions of this Lease (including, but not limited to,
restrictions as to use) and will not breach any provision contained in any other lease, financing agreement or other
agreement relating to the Project; and (v) that any assumption or assignment will not disrupt any tenant mix or
balance in the Project.

28.2 In order to provide Landlord with the assurances contemplated by the Bankruptcy Code, Tenant
must fulfill the following obligations, in addition to any other reasonable obligations that Landlord may require,
before any assumption of this Lease is effective: (i) all defaults under subsection (a) of Section 22.1 of this Lease
must be cured within ten (10) days after the date of assumption (ii) all other defaults under Section 22.1 of this
Lease other than subsection (d) of Section 22.1 must be cured within fifteen (15) days after the date of assumption;
(iii) all actual monetary losses incurred by Landlord (including, but not limited to, reasonable attorneys’ fees and
court costs) must be paid to Landlord within ten (10) days after the date of assumption; and (iv) Landlord must
receive within ten (10) days after the date of assumption a security deposit in the amount of six (6) months minimum
guaranteed rent (using the minimum guaranteed rent in effect for the first full month immediately following the
assumption) and an advance prepayment of minimum guaranteed rent in the amount of three (3) months minimum
guaranteed rent (using the minimum guaranteed rent in effect for the first full month immediately following the
assumption), both sums to be held by Landlord in accordance with Section 22.7 of this Lease and deemed to be rent
under this Lease for the purposes of the Bankruptcy code as amended and from time to time in effect.

28.3 In the event this Lease is assumed in accordance with the requirements of the Bankruptcy Code
and this Lease, and is subsequently assigned, then, in addition to any other reasonable obligations that Landlord may
require and in order to provide Landlord with the assurances contemplated by the Bankruptcy Code, Landlord shall
be provided with (i) a financial statement of the proposed assignee prepared in accordance with generally accepted
accounting principles consistently applied, though on a cash basis, which reveals a net worth in an amount
sufficient, in Landlord’s reasonable judgment, to assure the future performance by the proposed assignee of Tenant’s
obligations under this Lease; or (ii) a written guaranty by one ore more guarantors with financial ability sufficient to
assure the future performance of Tenant’s obligations under this Lease, such guaranty to be in form and content
satisfactory to Landlord and to cover the performance of all of Tenant’s obligations under this Lease.

28.4 Landlord and Tenant agree that all sums owed to Landlord under this Lease, whether minimum
guaranteed rent, percentage rent, late charges, “real estate charges”, “insurance expenses”, “CAM”, “Common Area
maintenance charges” or otherwise, shall be “rent reserved” under this Lease for purposes of Section 502 of the
Bankruptcy Code.

ARTICLE 29
LANDLORD DEFAULT

In the event Landlord fails to perform any of its Lease-related obligations within thirty (30) days after written notice
from Tenant or, if such performance cannot reasonably be completed within such period, to (a) commence and
diligently prosecute the performance of any such obligation during such period and (b) complete the same within a
commercially reasonable period of time (not to exceed an additional ninety (90) days) after the expiration of such
initial period, Landlord shall be in default and Tenant, as Tenant’s sole and exclusive remedy (including without
limitation, Tenant hereby waiving any and all rights it may have to sue Landlord for incidental, punitive and
consequential damages and lost profits), shall have the right, to either (a) terminate this Lease by written notice to
Landlord or (b) perform Landlord’s obligation(s) on behalf of and at the sole cost and expense of Landlord. In the
event Tenant elects to perform any obligation of Landlord pursuant to part (b) of the preceding sentence, Tenant
shall promptly render a bill therefore to Landlord and the same shall be fully paid within thirty (30) days after

Brewer/Crossings Purchase/Lease Tenant.1 24

Landlord’s receipt thereof, Tenant shall be entitled to deduct the amount set forth therein from its next accruing
payment(s) of Minimum Guaranteed Rental. Notwithstanding anything to the contrary contained herein, in the
event that Tenant is entitled to a remedy of actual damages hereunder, the liability of Landlord to Tenant for any
such actual damages shall be limited to the proceeds of sale on execution of the interest of Landlord in the Demised
Premises; and neither Landlord nor Landlord’s partners, shareholders nor venturers shall be personally liable for any
deficiency.

ARTICLE 30
MISCELLANEOUS

30.1 Nothing in this Lease shall be deemed or construed by the parties hereto, nor by any third party, as
creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto, it
being understood and agreed that neither the method of computation of rent, nor any other provision contained
herein, nor any acts of the parties hereto, shall be deemed to create any relationship between the parties hereto other
than the relationship of landlord and tenant.

30.2 Tenant shall not for any reason withhold or reduce Tenant’s required payments of rentals and
other charges provided in this Lease, it being agreed that the obligations of Landlord under this Lease are
independent of Tenant’s obligations except as may be otherwise expressly provided. The immediately preceding
sentence shall not be deemed to deny Tenant the ability of pursuing all rights granted it under this Lease or at law;
however, at the direction of Landlord, Tenant’s claims in this regard shall be litigated in proceedings different from
any litigation involving rental claims or other claims by Landlord against Tenant (i.e., each party may proceed to a
separate judgment without consolidation, counterclaim or offset as to the claims asserted by the other party).

30.3 In all circumstances under this Lease where the prior consent of one party (the “consenting
party”), whether it be Landlord or Tenant, is required before the other party (the “requesting party”) is authorized to
take any particular type of action, except as otherwise provided in this Lease, such consent shall not be withheld in a
wholly unreasonable and arbitrary manner; however, the requesting party agrees that its exclusive remedy if it
believes that consent has been withheld improperly (including, but not limited to, consent required from Landlord
pursuant to Section 9.2 or Section 19.1) shall be to institute litigation either for a declaratory judgment or for a
mandatory injunction requiring that such consent be given (with the requesting party hereby waiving any claim for
damages, attorneys fees or any other remedy unless the consenting party refuses to comply with a court order or
judgment requiring it to grant its consent).

30.4 One or more waivers of any covenant, term or condition of this Lease by either party shall not be
construed as a waiver of a subsequent breach of the same covenant, term or condition. The consent or approval by
either party to or of any act by the other party requiring such consent or approval shall not be deemed to waive or
render unnecessary consent to or approval of any subsequent similar act.

30.5 Whenever a period of time is herein prescribed for action to be taken by Landlord, Landlord shall
not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any
delays (including an allowance for “business days”), due to strikes, riots, acts of God, inclement weather, shortages
of labor or materials, war, governmental laws, regulations or restrictions or any other causes of any kind whatsoever
which are beyond the reasonable control of Landlord.

30.6 In the event that the designation of a percentage rental rate in Section 1.1(o) of this Lease includes
a breakpoint of gross sales (e.g., “5% of gross sales over $100,000”), then: (a) subsection (ii) in the first sentence of
Section 4.3 of this Lease shall be deemed to have been deleted and all other formula references in Section 4.3
adjusted accordingly; (b) the breakpoint shall be divided by twelve for purposes of computing monthly percentage
rental installments in the second sentence of Section 4.3; and (c) during all periods when Minimum Guaranteed
Rentals are reduced (e.g., pursuant to Section 17.4 or Section 18.2) the breakpoint shall be reduced accordingly.

30.7 If any provision of this Lease should be held to be invalid or unenforceable, the validity and
enforceability of the remaining provisions of this Lease shall not be affected thereby.

Brewer/Crossings Purchase/Lease Tenant.1 25

 30.8 If this Lease is in fact a sublease, Tenant accepts this Lease subject to all of the terms and
conditions of the underlying lease under which Landlord holds the Project as lessee. Tenant covenants that it will do
no act or thing which would constitute a violation by Landlord of his obligation under such underlying lease;
provided, however, that Tenant’s agreement in this regard is promised on Landlord’s assurances to the effect that the
terms of this Lease do not violate such underlying lease.

30.9 The laws of the State of Ohio, without regard to its conflicts of laws principles, shall govern the
interpretation, validity, performance and enforcement of this Lease. Venue for any action under this Lease shall be
limited to _______ County, Ohio or the United States District Court for the Northern District of Ohio, Eastern
Division. Each of Landlord and Tenant knowingly, voluntarily and intentionally waives and releases the right to
demand trial by jury in any action arising out of this Lease or the use and occupancy of the Demised Premises.

30.10 The captions used herein are for convenience only and do not limit or amplify the provisions
hereof.

30.11 Whenever herein the singular number is used, the same shall include the plural, and words of any
gender shall include each other gender.

30.12 The terms, provisions and covenants contained in this Lease shall apply to, inure to the benefit of
and be binding upon the parties hereto and their respective heirs, successors in interest and legal representatives
except as otherwise herein expressly provided.

30.13 This Lease contains the entire agreement between the parties, and no brochure, rendering,
information or correspondence shall be deemed to be a part of this agreement unless specifically incorporated herein
by reference. In addition, no agreement shall be effective to change, modify or terminate this Lease in whole or in
part unless such is in writing and duly signed by the party against whom enforcement of such change, modification
or termination is sought.

30.14 LANDLORD AND TENANT HEREBY ACKNOWLEDGE THAT THEY ARE NOT RELYING
UPON ANY BROCHURE, RENDERING, INFORMATION, REPRESENTATION OR PROMISE OF THE
OTHER, OR OF THE AGENT, EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS LEASE.

30.15 Landlord and Tenant acknowledge that this Lease is the result of thorough negotiation, multiple
drafts and modification and each party hereto has consulted with, and been advised by, independent legal counsel in
connection with this Lease. Accordingly, there shall be no presumption of interpretation made against either party
hereto as draftsman of this Lease.

30.16 This Lease consists of thirty (30) articles and Exhibit A through Exhibit I. In the event any
provision of an exhibit or other attached page shall be inconsistent with a provision in the body of the Lease, the
provision as set forth in the exhibit shall be deemed to control.

30.17 At any time, and from time to time, upon the written request of Landlord, Tenant shall deliver to
Landlord on or before the 10th day of each calendar month during the Lease Term, a copy of Tenant’s sales tax
report relating to the sales from the Demised Premises for the preceding calendar month. The foregoing obligation
is in addition to any obligation Tenant may have under Article 5 above. In addition, if requested by Landlord,
Tenant shall provide to Landlord such other financial statements and information relating to the financial condition
of Tenant and any guarantor of Tenant’s obligations under this Lease. Tenant’s failure to comply with this
paragraph shall, at Landlord’s option, constitute an Event of Default hereunder.

30.18 Tenant hereby waives any rights it may have under Section 91.004 of the Michigan Property
Code.

30.19 Notwithstanding anything contained herein to the contrary, in the event Landlord does not
construct the Project for any reason whatsoever by December 1, 2008, Landlord may terminate this Lease by giving
written notice to Tenant at any time thereafter and all rights and obligations of the parties shall terminate.

Brewer/Crossings Purchase/Lease Tenant.1 26

 30.20 This document (and any exhibit hereto) may be executed in multiple counterparts, with separate
signature pages (telecopied or other electronic transmission manner), all of which, when taken together shall
constitute one instrument.

30.21 Notwithstanding anything to the contrary contained herein, Tenant agrees to deliver to Landlord a
copy of its certificate of occupancy for the Demised Premises within ten (10) days of receipt of same.

30.22 Landlord and Tenant acknowledge and agree that upon commencement of rentals hereunder each
shall execute the Commencement Date Agreement in substantially the form attached hereto as Exhibit I and made a
part hereof for all purposes.

EXECUTED as of the latest date accompanying a signature by Landlord or Tenant below.

LANDLORD:

LiveGreen LLC

By: ____________________________, a Michigan

limited liability company, its general partner

By:
Name:
Title:
Date:
Taxpayer ID:

TENANT:

___________________________., a Michigan corporation

By:
Name:
Title:
Date:
Taxpayer ID No.:

Brewer/Crossings Purchase/Lease Tenant.1 27

Brewer/Crossings Purchase/Lease Tenant.1 1
 DISCLOSURE STATEMENT for ASHLEY GREENS CONDOMINIUM

Provided by LiveGreen LLC, 2117 Go Blue Lane, Big House MI

This is the Disclosure Statement for Ashley Greens Condominium, which is a residential
condominium project in Ann Arbor, Washtenaw County, Michigan. The project
consists of up to 64 residential condominiums. This statement is intended to explain
certain aspects of the condominium to prospective buyers.

THIS DISCLOSURE STATEMENT OF THE CONDOMINIUM IS NOT A

SUBSTITUTE FOR THE MASTER DEED AND OTHER CONDOMINIUM
DOCUMENTS, THE CONDOMINIUM BUYER’S HANDBOOK, OR OTHER
APPLICABLE LEGAL DOCUMENTS. AS A PROSPECTIVE BUYER YOU SHOULD
READ ALL SUCH DOCUMENTS TO FULLY ACQUAINT YOURSELF WITH THE
PROJECT AND YOUR RIGHTS AND RESPONSIBILITIES RELATING TO THE
PROJECT.

IT IS RECOMMENDED THAT YOU CONSULT WITH AN ATTORNEY OR OTHER

PROFESSIONAL ADVISOR BEFORE PURCHASING A CONDOMINIUM.

Effective Date: [date TBD]

Prepared By: LiveGreen LLC, 2117 Go Blue Lane, Big House MI

ASHLEY GREENS CONDOMINIUM DISCLOSURE STATEMENT

Table of Contents

1. Introduction 10. Restrictions Applicable to the

2. The Condominium Concept
3. Description of the Project
4. Condominium Documents
5. Developer’s Background and
Experience
6. Administration of the Project
7. Budget and Assessments
8. Project Warranties
9. Escrow Requirements
Condominium
11. Enforcement Provisions
12. Insurance
13. Private Drives and Easements
14. Real Estate Taxes
15. Recreational Facilities
16. Legal Matters
17. Form A: Development Team
18. Form B: Estimated Annual
Operating Budget
DISCLOSURE STATEMENT FOR ASHLEY GREENS CONDOMINIUM

1. Introduction. Condominium development in Michigan is governed by a statute

called the Michigan Condominium Act, MCL 559.101 et seq. (the Act), and by rules
adopted by the Michigan Department of Labor and Economic Growth. On the
following pages, LiveGreen LLC (the Developer), as developer of the ASHLEY
GREENS Condominium project (the Project), has set forth certain facts about the
Project and the persons involved in its development that it believes will assist a
prospective buyer in reviewing the Project. This disclosure statement (the Disclosure
Statement), together with copies of the Master Deed (the Master Deed), the
Condominium bylaws (the Condominium Bylaws), and other legal documents
intended for the creation and operation of the Project (together the Condominium
Documents), are furnished to each buyer to fulfill the requirement of the Act that
Developer disclose to prospective buyers the characteristics of the condominiums that
are offered for sale. The Condominium Documents constitute the only authorized
description of the Project, and none of Developer’s representatives are permitted to
vary the terms stated in those Documents except by written amendment to the
Condominium Documents.

2. The Condominium Concept. Condominium is a form of real property ownership.

Under Michigan law, the portion of the condominium that is individually owned has
the same legal attributes as any other form of real estate and may be sold, mortgaged,
or leased subject to the restrictions in the Condominium Documents. A condominium
project is established by recording a master deed in the office of the register of deeds
for the county where the project is located.

Each owner of a condominium in the Project (an Owner) will own a lot on which a
residence may be built (a Unit), to which the Owner receives a warranty deed, and is
one of a number of mutual owners of common facilities (the Common Elements) that
serve both the Owner’s condominium and other condominiums in the Project. The
Units and the Common Elements are described generally in the Master Deed, and
each Unit’s boundaries and dimensions are shown in the condominium subdivision
plan (the Subdivision Plan) attached to the Master Deed. All portions of the Project
that are not included within the Units constitute the Common Elements and are owned
by all Owners in equal undivided proportions. Limited Common Elements are those
Common Elements that are set aside for the use of less than all Unit Owners. All
other Common Elements are designated as General Common Elements for the use of
all Unit Owners.

The interrelationship of individual ownership of Units and joint ownership of

common elements requires that certain restrictions be imposed on the use of the Units
and the Common Elements for the mutual benefit of all. The restrictions are in the
Condominium Bylaws, which are recorded as part of the Master Deed. The
Condominium Documents are prepared with the goal of allowing each Owner
individual freedom and discretion without permitting any one Owner to infringe on
the rights and interests of the group. All Owners must be familiar with and abide by
the restrictions if Unit living is to be an enjoyable experience.

3. Description of the Project. ASHLEY GREENS Condominium is a residential

condominium project in Ann Arbor, Washtenaw County, Michigan (the
Condominium). The Project is being developed in a single phase, to contain a
maximum of 64 for Sale Condominium Units. Developer has reserved any rights to
expand the Project beyond 64 Units.

Each Unit in the Project is a fully improved building site, with utility service available
at the Unit boundaries. The utility services available at each Unit include public water
and sewer, available for hookup by laterals from each Unit

The land, walkways, roads, and landscaping are all General Common Elements,
which are owned and used in common by all Owners. Individual Owners also have an
exclusive right to use the Limited Common Elements of the Project

4. Condominium Documents. ASHLEY GREENS Condominium has been

established as a condominium project by the recording of a Master Deed in the
Washtenaw county records, a copy of which either has been or will be delivered to
each purchaser at least nine business days before closing. The Condominium Bylaws
and the Condominium Subdivision Plan, a three-dimensional survey establishing the
physical relationship and location of each of the Units in the Project, are attached as
forms to the Master Deed. Other Condominium Documents include this statement and
the articles of incorporation and the corporate bylaws of the ASHLEY GREENS
Condominium Association (the Association), a nonprofit corporation that serves as
the association of owners for the Condominium.

5. Developer’s Background and Experience. The Project is being developed by

[name of developer], a Michigan [type of entity]. This partnership was formed in
[year] for the specific purpose of developing the [name of condominium]
Condominium Project, its first endeavor in Condominium development. The
principals of [name of developer], however, bring with them experience and skills
essential to condominium development.

[Descriptions of developer principals.]

The names, addresses, and previous experience with condominium projects of

Developer and of any management agency, real estate broker, escrow agent, project
engineer, attorney or other member of the development team involved in the Project
are set forth in form A attached to this statement.

6. Administration of the Project. The responsibility for management and

maintenance of the Project is vested in the [name of condominium] Condominium
Association, which Developer has incorporated as a nonprofit corporation under
Michigan law. Each Unit Owner automatically becomes a member of the Association
when that party purchases a Unit in the Project. Since each Unit in the Condominium
has been assigned an equal percentage of value, the owner of each Unit will be
entitled to one vote at all meetings of the Association and will share equally with all
other owners in the expenses and proceeds of administration.

The Association was formed by Developer. The persons that now make up the board
of directors of the Association were appointed by Developer and will control its
affairs until a new board of directors is elected by the Owners. This election will take
place at the initial meeting of the members of the Association, as called by Developer.
That meeting must be held within 120 days after legal or equitable title to 75 percent
of the Units that may be created in the Project have been conveyed to non-Developer
Owners, but in no event later than 54 months after the first conveyance of title of a
Unit. The composition of the board between Developer representatives and non-
Developer Owners will be adjusted from time to time under the formula described in
the Condominium Bylaws.

Not later than 120 days after the conveyance of legal or equitable title to non-
Developer Owners of one-third of the Units in the Project, or one year after the initial
conveyance of a Unit to a non-Developer Owner, whichever occurs first, two or more
persons will be selected from among the non-Developer Owners to serve as an
advisory committee to the board of directors. The advisory committee is intended to
function as an informal organization with which the board can consult on matters
concerning the Condominium until the board of directors is elected by owners. At
such meetings, Developer intends to provide the advisory committee with information
about the development of the Project and to receive recommendations from the
committee. The members of the advisory committee will be appointed by and serve at
Developer’s pleasure.

The Bylaws of the Association permit the hiring of a professional manager or

management company to manage the Project. Developer has not entered into a
management contract. Rather, the management of the Project is being handled by
Developer without charge for its time, but the cost of goods and services purchased
and out-of-pocket expenses Developer incurs for management purposes are included
in the annual budget of the Association, attached as form B. This arrangement, as well
as any formal contract between the Association and Developer or a management agent
or company related to Developer that might be entered into before the date of the
initial meeting of Owners, is subject to termination at the option of the Owners on
their assumption of control of the Unit, with or without cause.

Additional information about the organization and operation of condominiums in

Michigan may be found in the Condominium Buyer’s Handbook, published by
authority of the Michigan Department of Labor and Economic Growth, a copy of
which Developer either has or will furnish to you.
7. Budget and Assessments. The Condominium Bylaws require that the board of
directors adopt an annual budget for the operation of the Project. Developer
formulated the initial budget to estimate the reasonably predictable annual expenses
of administration of the Project, including a reserve for the replacement of Common
Elements as needed in the future. A copy of this budget is attached to this statement as
form A. The amount projected as annual expenses for the Association is $[TBD].
This amount does not include expenses for utilities or real property taxes, which are
billed individually to and must be paid directly by each Owner.

Because the budget must necessarily be prepared in advance, it reflects estimates of

expenses based on past experience. These estimates may prove to be inaccurate
during actual operations on account of such factors as increases in the cost of goods
and services, the need for repair or replacement of Common Elements, and property
improvements. If such adjustments should occur, the budget will need to be revised
accordingly.

Until control of the Association has been turned over to the Owners on the
transitional control date, Developer is required to supplement the income received by
the Association to the extent necessary to keep the budget balanced and the
Association in the black. Units owned by Developer are not subject to assessments
from the Association. Those Units only become subject to assessment on conveyance
or lease by Developer to a third party.

The Association’s only other source of revenue to fund the budget is by assessment of
its members who own Units, excepting Developer. For this reason, each Owner must
pay an annual assessment that is determined by dividing the balance of the projected
budget expenses by the number of Units in the Project, as established in the Master
Deed.

To provide working capital, each buyer must also pay to the Association at closing of
the purchase of a Unit both the pro rata share of the current assessment for the Unit
and an additional sum equal to two month’s assessments for the Association reserves.
This additional payment may, at Developer’s option, be placed either in a short-term
operating capital reserve or in the long-term repair and replacement reserve, for use
by the Association or Developer as needed from time to time. The reserve deposit is
not refundable and will not apply as a credit against any future quarterly installment
or annual assessment. The board of directors may also levy special assessments to
cover expenses that were not anticipated in the budget as permitted by the
Condominium Bylaws.

8. Project Warranties. Developer is responsible for defects in workmanship and

materials in the Common Elements of the Project for which it receives written notice
within one year from the date on which construction or installation of the particular
Common Element is completed. If written notice of defect is given by the Association
or a Unit owner within the warranty period, Developer will make an inspection and,
where such inspection reveals defects in workmanship and materials, will make
reasonable repairs to cure the defects without cost to the Owners.

All notices for warranty claims should be sent to Developer at the address noted on
the front sheet of this statement.

CAUTION: THERE ARE NO WARRANTIES ON THIS CONDOMINIUM

PROJECT OTHER THAN THOSE DESCRIBED IN THIS STATEMENT, AS
EXPRESS WARRANTIES ARE NOT PROVIDED UNLESS SPECIFICALLY
STATED. YOU, INDIVIDUALLY OR AS A MEMBER OF THE ASSOCIATION,
MAY BE REQUIRED TO PAY FOR THE REPLACEMENT OR REPAIR OF ANY
DEFECTS IN THIS CONDOMINIUM PROJECT THAT ARE NOT COVERED BY
WARRANTY, IF ANY SUCH DEFECTS EXIST. UNDER NO CIRCUMSTANCES
WILL DEVELOPER BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES.

9. Escrow Requirements. MCL 559.183 requires that all reservation deposits

received from a prospective buyer under a preliminary reservation agreement must be
deposited in an escrow account with an authorized escrow agent. If the prospective
buyer decides to cancel the preliminary reservation agreement, all such deposits must
be refunded to that party within three business days after notice of cancellation is
received.

MCL 559.184 provides that all payments received from a prospective buyer under a
purchase agreement must be deposited in the escrow account and must be refunded if
the purchase agreement is canceled within nine business days after receipt by the
buyer of the Condominium Documents that Developer is required to furnish under
MCL 559.184a.

Under the Act, Developer must retain sufficient amounts from buyers’ payments in
the escrow account or provide other adequate security as provided in MCL 559.203b,
to ensure the completion of those uncompleted structures and improvements labeled
“must be built” under the terms of the Condominium Documents. Since the Project is
a site Condominium in which all site preparations and improvements will have been
completed by the time of closing of the sale of any Unit, Developer will not maintain
any funds in escrow subsequent to the closing date. [Adjust for any “must be built”
items.]

10. Restrictions Applicable to the Unit. Owners of Condominium Unit will be

bound by various use and occupancy restrictions applying to both the Condominium
Units and the Common Elements. For example, there are prohibitions against
conducting commercial or quasicommercial activities from any Unit; changing the
exterior appearance of any Unit or common element; leasing Units on a transient basis
or for less than prescribed periods of time; using firearms, fireworks, or other
dangerous projectiles on the Unit property; using or parking recreational vehicles,
boats, or trailers outside a closed garage; and keeping pets or other animals on the
Unit property without prior written permission from the board of directors of the
Association.

It is impossible to paraphrase all the restrictions without risking the omission of some
portion that may be of significance to a particular purchaser. Consequently, each
buyer should carefully review the Master Deed and Condominium Bylaws to be sure
that they do not infringe on an intended use that the buyer feels is important. None of
the restrictions prohibit Developer from carrying on sales activities as long as
Developer is selling Units in the Condominium.

11. Enforcement Provisions. Compliance with use restrictions may be enforced by

the levy of fines or by legal action seeking damages or an injunction against the
offending Owner. The board may also take direct action to correct any condition that
violates the Bylaws, may prohibit use of the Common Elements by an Owner in
default, or may elect to discontinue furnishing services to the Unit involved on seven
days’ notice to the Owner in default. If the Owner of a Condominium Unit does not
pay assessments when due, the Association may charge reasonable interest or assess
late charges from and after the due date. The Association is also given a lien on the
Unit, which may be enforced as described above or by foreclosure proceedings in the
manner provided by the Condominium Act. Owners should be aware, however, that
MCL 559.158 provides that if the holder of a first mortgage or another buyer obtains
title to a Unit as a result of foreclosure of that mortgage, the holder of the first
mortgage or other buyer is not liable for unpaid assessments against that Unit that had
become due before foreclosure. These unpaid assessments then become common
expenses of the Association, which are collectible from all Unit Owners.

12. Insurance. The Condominium documents require that the Association carry fire
and extended coverage for vandalism and malicious mischief and liability insurance
and worker’s compensation insurance (if applicable) with respect to all of the
Common Elements of the Project. The policies may contain deductible clauses that, in
the event of a loss, may result in the Association bearing a portion of the loss. The
board of directors is responsible for obtaining the insurance coverage for the
Association, and each Owner’s pro rata share of the annual Association insurance
premiums is included in the Unit assessment. The Association insurance policies will
be available for inspection at Developer’s offices, at the address shown on the face
sheet of this statement.

The liability insurance coverage provided by the Association will not cover the
interior of a Condominium Unit, nor will it protect against any accident or injury that
occurs on a Limited Common Element appurtenant solely to a Unit. No casualty
insurance coverage will be provided for any building, structure, or other improvement
constructed within the perimeters of a Condominium Unit; the contents of any such
building, structure, or improvement; or property of a Owner located outside the Unit
on the grounds of the Project. For that reason, all Owners are cautioned that it is their
own responsibility to insure the residential dwelling and its contents.

Each Owner must also obtain personal liability coverage against injury to persons or
damage to property resulting from accidents in and about the Owner’s Unit, naming
the Condominium Association as an additional insured. An insurance agent should be
consulted to decide just what coverage will be needed for protection, since without
such coverage an Owner will be uninsured for any loss that might occur within the
Owner’s Unit, to the Owner’s property, or to the Owner’s guests.

14. Real Estate Taxes. Real property taxes on the Units in the Condominium are
assessed by [municipality]. Under Michigan law, such taxes are supposed to be
assessed on the basis of 50 percent of true cash value.

Except for the year in which the Project is established, real property taxes and
assessments are levied individually against each Unit and not against the Project as a
whole. These taxes cover both the Unit and its proportionate share of the Common
Elements. No taxes or assessments are levied separately against the Common
Elements, either general or limited.

In the year in which the Project is established, the taxes and assessments for the
property on which Units are to be located will be billed to Developer. On the sale of a
Unit in that year, the proportionate amount of taxes and assessments attributable to a
Unit and paid by Developer in the year of sale will be prorated and charged to the
buyer of the new Unit at the closing. Developer will also pay or contribute its pro rata
share to the payment of the taxes and assessments based on the number of Units that it
owns when the taxes are billed.

It is not possible to determine at this date the amount of real property taxes or
assessments that may be levied in subsequent years. Those taxes are a function of
both property values and tax rates, which may either rise or fall in response to
inflation levels, community needs, and other factors beyond Developer’s control.

15. Recreational Facilities. The [name of condominium] Condominium is located

in close proximity to the [name] Golf Course, a private golfing facility. The
Condominium Documents burden each Unit in the Project with an easement for errant
golf balls, and each purchaser agrees to hold Developer, the Condominium
Association, the [name] Country Club, and their respective officers, directors,
employees, agents, successors, and assigns harmless from all costs, alleged liabilities,
and damages in the event of damage or injury from golf balls.

Ownership of a Unit in [name of condominium] Condominiums does not carry with

it any rights to play golf or to use the other facilities of the [name] Country Club,
although Unit owners are invited to join the Country Club.
 16. Legal Matters. There are no pending proceedings, either legal or administrative,
that involve either the Condominium Project or Developer and its officers and
shareholders in their capacity as such, and Developer has no knowledge of any such
proceedings that have been threatened in the future.

THE MATTERS DISCUSSED IN THIS DISCLOSURE STATEMENT ARE

INTENDED TO HIGHLIGHT CERTAIN IMPORTANT FACTS RELATING TO
THE PROJECT. BUYERS ARE URGED TO READ ALL CONDOMINIUM
DOCUMENTS CAREFULLY AND TO ENGAGE A LAWYER OR ANOTHER
ADVISOR IN CONNECTION WITH ANY DECISION TO PURCHASE A UNIT IN
THE PROJECT.

Form A DEVELOPMENT TEAM

Function Name and Address Previous Condominium

Experience
Developer
Management Agent
Real Estate Broker
General Contractor
Escrow Agent
Project Engineer
Project Attorney
 Urban Harvest Café

SANDWICHES SOUPS
*All Sandwiches are served with “Better Made” Veggie: Butternut Squash, Tomato,
Potato Chips – Union Made in Detroit! Veggie-Chili, Minestrone, Split Pea, Miso,

The Big House Veggie Grinder: Grilled Meat: Chicken Noodle, Italian Wedding,
Seasonal Veggies, Secret House Dressing, Chili, French Onion, Beef & Barley
and Organic Cheese of your choice!

Battered Buckeye: Beer Battered Locally SALADS

Caught Walleye on a Kaiser Roll. Make it
Michigan Salad: Traverse City Cherries,
Beer Braised and Grilled or Blackened for
Mixed Greens, Apples, Pears, & Walnuts
$1.00 extra.
Warm Spinach Salad: Poached Egg,
Chicken Salad Sandwich: Organic Local
Caramelized Red Onion, Goat Cheese
Chicken Breast, Farm Fresh Michigan
Apples, Aioli, Celery, & Walnuts on Greektown Salad: Tomatoes, Cucumber,
Zingerman’s Ciabatta Bread Green Peppers, Feta, Olives, Mixed Greens

Smoked Trout Salad Sandwich: variation Make Your Own: Daily Salad Bar
on tuna salad – delicious, Locally Caught
smoked Trout Salad on Whole Grain with
COFFEE, TEA. & BREAKFAST
Lettuce & Tomato. Make it a melt with
Organic Cheese for $0.75 more! Coffee Drinks: Café Mocha, Café Late, Café
Americano, Café Hazelnut, Café
Go Blue! Burger: Housemade Veggie
Amaretto, Espresso, Café con Leche,
Burger, Lettuce, & Tomato. Add your
Casezinho, Irish Creme
choice of Organic Cheese for $0.75 more!
Teas: Black, Green, White, Red, & Oolong
Reuben: Traditional Reuben served on
Dark Rye, with Cole slaw and Swiss Assorted Baked Goods from Zingerman’s

Sandwich of the Day: Changing Seasonal Breakfast Sandwiches: Choice of Farm

Specialty! Fresh Eggs with Cheese, Ham, Bacon,
Sausage, & Veggies on a Bagel or Roll.
½ & ½: Half Sandwich & Cup o’ Soup!
Living Downtown ASHLEY GREENS
Ann Arbor’s dowtown is the perfect Ann Arbor’s first Green Living
marriage between a historic Community
downtown and a vibrant and
growing commercial center.

Dowtown Ann Arbor includes easy

access to:

• Restaurants

• Bars & Lounges

• Coffee shops

• Bookstores

• Hair Salons, Musuems,

Bakeries, Art Galleries, &
More! For leasing information:

(734)-555-4848
Its central location makes Dowtown
easily accesible to Kerrytown, the
Old Westside, and the Central Live Well!
Campus of the University of
Live Long!
Michigan.
Live Green!

Green Living
Green Living is a complete eco-friendly
lifestyle which emphasizes reducing
adverse environmental impacts through:
• Green Construction
(LEED Gold Building)
• Maximizing Walk-ability
• Linking in to public
transportation networks and
city-car share programs
• “Green” businesses and
amenities
• Creating a community
Green Living allows residents of
Ashley Greens to enjoy all the
typical advantages and services of all-
inclusive urban living without the high
environmental costs.
Apartments
Ashley Greens offers a number of unique
and luxurious units guaranteed to satisfy.
One Bedroom Units: Our one bedroom
units provide 700 square feet of pure
elegance.
Two Bedroom Units: Our two bedroom
units are 1200 square feet, making the
roomy apartment seem like home.
Three Bedroom Units: Our two
bedroom units provide 1200
square feet of elegance living. Our
large three bedroom apartments in
the Earth building feature
balconies with views overlooking
William Street.
Amenities
Green Living is a complete eco-
friendly lifestyle which emphasizes
reducing adverse environmental
impacts through:
• In Unit Amenities include:
o Washer & Dryer
o Dishwasher
o Central Air
o Energy Efficient Lights
o Green Insulation
o Roof top access
• Eco-Gym in building
• On Site Green Dry Cleaning, Day
Care, Spa, & Grocery Store
• Zip Car Location
• Underground Parking Available