A Development of The Webb Companies and The Greer Companies

RETAIL

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June 12, 2019

TERM SHEET

Ken Michul Executive Vice President, Brokerage and Leasing

250 West Main Street, Suite 3000 (859) 281-5632 Direct Dial

www.thewebbcompanies.com kmichul@thewebbcompanies.com

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AN OPPORTUNITY TO: JOIN A COMMUNITY / RIDE TO WORK / GET OUTSIDE / WALK TO LUNCH / ENJOY DOWNTOWN

Offices at City Center

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…..

Historic Courthouse- Breeders’ Cup

THE INTERSECTION OF ENERGY, ACTIVITY, CULTURE, AND ART

• Across from 21c Museum Hotel

• Located in the heart of downtown

• Proximity to the vibrant Fifth Third Pavilion at Cheapside, which offers a large

range of programming and events throughout the year including Farmer’s

Market and Thursday Night Live

• 40 + restaurants and retail offerings within walking distance

• Located in the center of Lexington’s professional, financial, hospitality and

entertainment district

• Steps from Limestone Hall at the Historic Courthouse

• State of the art Proof Fitness Center

• 365 room Hyatt Regency

• 360 room Hilton

• Rupp Arena

• Lexington Convention Center

• Lexington Visitors Center

Fifth Third Pavilion

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WALK

Distillery District Keeneland University of Kentucky

Transylvania University Jefferson Street

24 min 1.2 miles

126 min 6.3 miles

15 min 0.7 miles

14 min 0.7 miles

18 min 0.9 miles

BIKE

Distillery District Keeneland University of Kentucky

Transylvania University Jefferson Street

7 min 1.2 miles

35 min 6.3 miles

8 min 0.9 miles

4 min 0.7 miles

6 min 0.9 miles

CAR

Airport Keeneland University of Kentucky I-75 Jefferson Street

14 min 5.9 miles

16 min 6.3 miles

6 min 1.1 miles

9 min 3.9 miles

4 min 0.9 miles

TRANSPORTATION

Rupp Arena

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..

NEARBY RESTAURANT, RETAIL AND HOTEL HIGHLIGHTS

SURROUNDING AMENITIES

Fuoco Italian Wood Fire Grill

Pi Rooftop Bar

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ON-SITE AMENITIES

• 146,899 rentable square feet of Class A office space on the first 9 floors of The Offices at City Center + Luxury residential condominiums on the top 3 floors

• Jeff Ruby’s Steakhouse • Keeneland Mercantile • Starbucks • Pi Rooftop Bar • Fuoco Italian Wood Fire Grill • Marriott Hotel with 214 rooms and 5,000 square feet of meeting

& event space • Residence Inn by Marriott with 120 suites • 700-space onsite below ground parking garage

Marriott Residence Inn

Starbucks

Keeneland Mercantile

City Center Parking Marriott Hotel

Jeff Ruby’s Steakhouse

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June 12, 2019

PROJECT: Retail at City Center West Main Street Lexington, KY 40507

LANDLORD: City Center Hotel Partners, II, LLC a Kentucky limited liability company EXCLUSIVE MANAGING AND LEASING AGENT:

The Webb Companies 250 West Main Street, Suite 3000 Lexington, Kentucky 40507

BUILDING: City Center is a 2 +/- acre mixed use complex opening soon in the heart of downtown

Lexington, Kentucky. City Center includes a full-service Marriott Hotel with 214 guest rooms, a Marriott Residence Inn with 120 guest suites, 146,899 +/- rentable square feet (rsf) of Class A office space on the first nine floors of a twelve-story tower. The top 3 floors above the tower are luxury condominium residences. Rounding out City Center is a 10,545 rsf Jeff Ruby Steak House, a state-of-the-art Starbucks, Keeneland Mercantile, 9,184 +/- rsf of retail facing Main Street and a 700 space below ground parking garage.

Retail at City Center READY FOR OCCUPANCY:

Q3 2019

AVAILABLE SPACE: 2,517 +/- rsf (available) PREFERRED TERM: Seven (7) to ten (10) year minimum

RETAIL AT CITY CENTER Term Sheet

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ANNUAL BASE RENTAL RATE:

The starting annual NNN base rental rate is $31.00 per rsf

TYPE OF LEASE: NNN SPACE PLANNING & DESIGN:

Landlord, at no cost to the Tenant, shall provide reasonable complimentary space planning services via Cathy Burgess Interiors, Ltd. as part of the leasing process.

TENANT IMPROVEMENT ALLOWANCE:

The Landlord will provide the tenant an Improvement allowance (Allowance) is $45.00 per rsf for improvements to be made to the tenant’s premises above the building shell. (For example, 2,500 rsf X $45.00 = $112,500.00 ).

Common grease trap connection available for restaurant user. CONSTRUCTION MANAGEMENT:

The Landlord will bid, contract for and coordinate the construction of the Tenant’s improvements (“Improvements”) including obtaining all construction permits, inspections and a certificate of occupancy from the Lexington Fayette Urban County Government (“LFUCG”) using its preferred general contractor with no fee or administrative mark-up paid to Landlord for such service. The cost of the Improvements which exceed the Allowance, and that are requested by the Tenant and approved of in advance and in writing by the Tenant will be paid by the Tenant to the Landlord’s general contractor upon completion of the improvements and issuance of a Certificate of Occupancy by the LFUCG.

RENEWAL OPTIONS: Negotiable HOURS OF TENANT MINIMUM OPERATION:

To be mutually agreed upon by the parties.

BUILDING ACCESS: Tenant shall have access to the building 365 days per year, 24 hours per day.

DISCLOSURES AND BROKER’S COMMISSION:

The Webb Companies (“TWC”), the agent representing the Landlord is the sole and exclusive broker with respect to the lease, and whose commission shall be paid by the Landlord subject to the terms of their agreement.

Tenant represents and warrants to the Landlord that it has not dealt with or engaged

any other broker, finder or person who would be entitled to a fee or commission with respect to the negotiation, execution or delivery of this Lease. Tenant agrees to indemnify Landlord against any loss, cost, liability or expense incurred by Landlord as a result of any claim asserted by any other broker, finder or other person on the basis of any arrangements made or alleged to have been made by or on behalf of Tenant in connection with the lease.

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Tenant acknowledges that it is represented by its own advisors and/or attorney. Tenant further acknowledges that the terms of the lease and the exhibits attached thereto will constitute the entire agreement between Landlord and Tenant with respect to the subject matter hereof, and which supersede all other pervious or contemporaneous written or oral negotiations, commitments or writings pertaining to the subject matter of the lease.

CONNECTIVITY AND CABLE TELEVISION:

Connectivity will be available to Tenants at Tenant’s expense through Spectrum, Windstream and other potential providers such as QX.net. Cable television will be available from Spectrum.

PARKING: Tenants may rent one (1) non-reserved employee parking spaces in the onsite below

ground 700-car parking garage for each 1,000 rsf of leased by tenant in the Offices at City Center. The initial monthly cost will be $100.00 per month per space. The garage is managed by Central Parking Systems. The Landlord will assist the Tenant in arranging for additional parking within 1 – 1 ½ blocks from the building at market parking rental rates.

Visitors and guests may park in the onsite garage at market rates and Tenant can

purchase validation programs through Central Parking Systems. Parking costs are subject to reasonable market rate adjustments. SIGNAGE: Tenant shall be permitted signage on the band directly above the Premises on the

exterior of the building facing Main Street, subject to the LFUCG ordinances. Signage shall be supplied, maintained and paid for by Tenant.

BUILDING MANAGEMENT:

The building will be professionally managed by The Webb Companies. The Webb Companies leases and manages nearly 3 million square feet of commercial real estate in the City of Lexington. A building manager and a maintenance person are on call 24 hours per day, 7 days per week.

OTHER: Proof Fitness, a fully equipped state-of-the-art health club is located atop the nearby

Lexington Financial Center parking garage.

The information herein contains non-binding lease terms. No contractual obligation of any type whatsoever is created on behalf the of Landlord, Tenant, their owners, employees, officers, directors, members, agents or brokers and the terms set out herein are in no respect binding on any party. The information herein can be withdrawn or changed at any time and without notice. It is subject to availability of space, the review of acceptable financial statements from Tenant and final approval of the lease terms and conditions by the Landlord, in its sole and absolute discretion.

No proposal, counterproposal, term sheet, letter of intent, nor standing or oral statement shall be construed as binding agreement of any type whatsoever, or as a contract to enter into a lease. Any such correspondence or communication is only an exploration by the parties to determine if the basis for an agreement exists between the Landlord and Tenant. No party may claim any legal right against the other by reason of any action or inaction taken in reliance upon this proposal or any future proposal, term sheet, letter of intent or communication of any type whatever.

No contractual obligation shall arise unless a mutually acceptable lease is fully executed, in Landlord’s sole and absolute discretion and delivered. Other terms and conditions apply.

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