Site Selection Manual

B AUM R E A LT Y GROUP, L LC | 1030 W. CHIC AGO AV ENUE | CHIC AGO, IL 60 6 42 | W W W.B AUMR E A LT Y.COM COPY R IGH T © 2014 B AUM R E A LT Y GROUP, L LC. A L L R IGH T S R ESERV ED.

Table of Contents

02. Summary of Brokerage Services

03. BRG Local Broker System

04. Site Selection Criteria

05. Franchisee Site Approval Form

06. Sample Site Acceptance Package

Site Selection Manual

T HESE M AT ER I A L S A R E FOR USE A S A N E X A MPL E ONLY.

SOME INFOR M AT ION H A S BEEN FA BR IC AT ED TO IL LUST R AT E POT EN T I A L M A R K E T SCEN A R IOS.

Dear Franchisee,

On Behalf of Baum Realty Group (BRG), we look forward to working with you to find the right location for your Arooga’s Grill House and Sports Bar (Arooga’s).

The first half of this manual is designed to introduce you to our company and to explain how we will be working together. We have also provided an outline of the criteria that we will use to identify potential sites for you along with a site approval form that you will use once we have found a suitable location. Please note that we will provide you with most of the information you will need to complete the acceptance form.

The second half of this manual is a sample Site Acceptance Package (SAP). The SAP is a tool that has been specifically designed to provide you the franchisee and the support team at Arooga’s with all the information needed to make the decision to select and accept a site. The BRG team will prepare this information for you as we work together. The decisions that will be made during the site selection and lease negotiation process are all based on in-depth research into the key success factors for Arooga’s combined with the knowledge gained through our work with dozens of national retailers. This SAP is a summary of how the site under consideration measures up to the criteria that have been established for Arooga’s.

Many of BRG’s clients have found that their Site Selection Manual and in particular the SAP have been very helpful in their efforts to secure financing for their new business. Several lenders have commented that understanding the in-depth site selection process that BRG undertakes on behalf of the franchisee along with the sophisticated information that is provided in the SAP enable the lender to be more comfortable underwriting a franchisee’s loan. We would encourage you to share this Site Selection Manual with your prospective lenders.

We would like to provide you with an introduction to some commercial leasing concepts that will be important to understand throughout the site selection process. Most commercial lease rates are quoted on a per square foot basis (psf). Rental rates are quoted in either Triple Net Rates (NNN) or

Gross Rates (gross). Most commercial leases are Triple Net leases, but it is important for you to understand the concept of both types of leases.

A triple net lease is one in which the Landlord passes through to the tenants the costs of real estate taxes, property insurance, and common area maintenance (CAM). These costs are collective referred to as “the net charges.” The net charges are calculated based on the amount of square feet that you lease as a percentage of the total number of rentable square feet in the center. A common size for a location is 7,500 SF. A triple net lease rate would be quoted as a net rent of $25 psf

NNN plus net charges of $6 psf. To calculate your monthly rent amount you multiply the number of leased square feet by the net rent plus the net charges and divide it by 12.

(Ex: 7,500 SF x ($25 +$6) psf = $232,500 annual rent / 12 months = $19,375 monthly rent)

A gross lease is one in which the landlord includes in the rental rate the costs of real estate taxes, property insurance, and common area maintenance (CAM). A gross lease rate would be quoted as one number per square foot ($31 gross). To calculate your monthly rent amount you multiply the number of leased square feet by the gross rent and divide it by 12.

(Ex: 7,500 SF x $31 psf = $232,500 annual rent / 12 months = $19,375 monthly rent)

1030 W. Chicago Avenue

׀ Suite 200 ׀ Chicago, IL ׀ 60642 ׀ P: 312 666 3000 ׀ F: 312 666 7970 ׀ www.baumrealty.com

As your brokerage team, it is our role to be your real estate expert and advisor. We invite you to review this manual and talk with us about any questions you may have regarding its contents or the process that we will be undertaking together. We are always available to answer any of your questions.

We look forward to working with you.

Sincerely,

Baum Realty Group, LLC

Phil Baugh phil@baumrealty.com

312-275-3102

1030 W. Chicago Avenue

׀ Suite 200 ׀ Chicago, IL ׀ 60642 ׀ P: 312 666 3000 ׀ F: 312 666 7970 ׀ www.baumrealty.com

SUMMARY OF BROKER AGE SERVICES

baum realty group retail brokerage services

As your retail brokerage fi rm

Baum Realty Group can help you grow market knowledge and trends industry contacts

Baum Realty Group (BRG) is one of the country’s leading retail brokerage fi rms.

BRG has secured thousands of sites for national retailers such as Advance Auto Parts,

Starbucks Coffee, Panera Bread, FedEx Offi ce, Häagen-Dazs, Chipotle Mexican Grill, and many others. Due to our advanced capabilities and excellent customer service, BRG has been retained by Arooga’s to manage the real estate component of their franchised national expansion. We have developed an intricate system that drives the success of our national brokerage accounts and have represented our clients in hundreds of markets across the country. On behalf of Arooga’s, we will work to support you throughout the real estate and site selection process!

As the preferred real estate brokerage fi rm for Arooga’s, BRG will provide you with:

• Local retail experts who have extensive market knowledge and will help you fi nd the right location and negotiate excellent deal terms

• Answers to all of your real estate questions and guidance so that you are comfortable with the site selection process

• Demographic information for of your territory and a discussion about any relevant market trends and new developments

• Our extensive market knowledge and industry contacts

• A recommendation of top potential sites in your territory coaching and support detailed site approval packages

• We will provide you with a detailed site approval package to include:

· Market maps

· Site plan of top site

· Aerial photographs of the market

· Digital photos of the top site

· Demographic reports for top site

We will prepare a comprehensive Letter of Intent for you and will negotiate on your behalf with landlords and secure the best possible deal terms.

Overall, we will be an expert resource for you throughout the entire site selection and deal negotiation process.

For questions related to real estate or the site selection process, please contact:

Phil Baugh

Principal, Baum Realty Group

312.275.3102

phil@baumrealty.com

deal negotiation

COP Y R IGH T © 2014 B AUM R E A LT Y GROUP, L LC. A L L R IGH T S R ESERV ED.

tenant representation

our current & past clients

Ace Hardware

Advance Auto Parts

Aladdin’s Eatery

Allen Edmonds

America’s Best

American Apparel

Andy’s Frozen Custard

Anthropologie

Arooga’s

Arthur Murray Dance Studios

Aurelio’s Pizza

Baker Furniture

Beef O’Brady’s

Blake

Blaze Pizza

Blue Sushi

Boston Market

Bruegger’s Bagels

Burger Hut

Burgerville

Caribou Coffee

Carluccio’s

Carquest

Carter’s

Cartridge World

Champps / Fox & Hound

Checkers

Children of America

Chipotle Mexican Grill

Chop’t

CiCi’s Pizza

Citibank

Clix

Del Frisco’s Grille

Denny’s

Diet Center

Doctors Express

Dotty’s

DryHop Brewery

Dunkin’ Donuts

Duxiana

Eileen Fisher

Elephant Bar Restaurant

Fantastic Sams

Farrell’s Extreme Bodyshaping

Fatburger

FedEx Offi ce

Firestone

Fitness 19

Five Guys Burgers & Fries

COPYRIGHT © 2014 BAUM REALTY GROUP, LLC. ALL RIGHTS RESERVED. WWW.BAUMREALTY.COM

Foss Swim School

Fuego Loco Restaurant

Gold’s Gym

Great Clips

Great Steaks

Häagen-Dazs Shops

Halsted Street Deli

Hand & Stone

Harbor Freight Tools

Henry Beguilin

Hershey’s Chocolate

Hill Country Barbecue Market

Hilti

HomeMade Pizza Co.

I Dream of Falafel

Insomnia Cookies iTAN Solariums

Jared The Galleria Of Jewelry

Jiffy Lube

Jimmy John’s

Johnny Rocket’s

Jose Eber

Juice Blendz

Justice

Kay Jewelers

Kidville

Kriser’s

La Madia

LifeSource

Lladró

Lush

Marlowe

Material Possessions

Mixed Greens

Morton’s Restaurant Group

Mosaica Education

MyMenu

Nanette Lepore

Naples Tomato

Nationwide Insurance

New Era Cap Co.

Newk’s Eatery

Offi ceMax

Olive Mediterranean Grill

Omaha Steaks

OshKosh B’gosh

Pagoda Red

Panchero’s Mexican Grill

Panera Bread

Papa John’s Pizza

Performance Bike

Pet Stuff

Phenix Salon Suites

Piada

Pita Pit

Pizza Fusion

Plank Seafood & Provisions

PLS Loan Store

Pockets

Pollo Campero

Pompei

Porche Design Store

Potbelly Sandwich Shop

Primrose Schools

Pro Martial Arts

Quaker Steak & Lube

Quicksilver

Salad Creations

Salon 1800

Sarku Japan

Sbarro

Scoop NYC

Snippet’s Mini Cuts

Speedway

Starbucks

Starfruit

Subway

Taco Fresco

Tasti D-Lite

Teavana

Texas Corral

The Cellular Connection

The Gardner School

The Little Salad Shop

Tide Dry Cleaners

Tricoci University

True Value

Underground Printing

Uno Pizzeria & Grill

Urban Outfi tters

US Bank

Verizon Wireless

Verlo

W Grocer / Sky Grocer

Wingstop

Yankee Candle

Yo Blendz

YO! Sushi

Yogurtland

BAUM REALT Y GROUP LOCAL BROKER SYSTEM

local broker system

In order to provide each franchise with in-depth local market knowledge, BRG utilizes its network of top retail brokers across the country. BRG is actively involved in every step of the Arooga’s real estate process. As your local broker is working with you to select the best site, BRG is in constant communication with them, supervising their efforts. Once you have picked your top site, BRG will guide the local broker on negotiations with the landlord for the best deal terms according to BRG and Arooga’s protocol. BRG reviews every aspect of the negotiation process for all Arooga’s franchisees across the country.

COP Y R IGH T © 2014 B AUM R E A LT Y GROUP, L LC. A L L R IGH T S R ESERV ED.

Site Specifications

Building Size: 5,000- 8,000 (7,000 ideal) plus outdoor patio area

Building Type: 1 st

generation space; 2 nd

generation restaurant space; ground-up/build to suit

Minimum

Width: 50 ft

Site Type: End caps or free standing sites, highly visible from major roadways

Parking:

Signage:

Ventilation:

Minimum 125 spaces

Building signage and Pylon or Monument signage

Traffic Flow: 30,000+ cars per day, convenient for lunch and dinner customers

Access: Easy ingress and egress, traffic light intersections preferred

Black iron required

Market Characteristics

Target Locations

Regional retail markets that have a strong combination of daytime white collar employment, strong national retailers, and dense middle to upper income neighborhoods. Established markets with continued growth potential are preferred.

Major university markets with retail trade areas that are close to campus and convenient to university students, staff, and visitors.

Target Demographics

Population: 30,000+ within 3 miles

Daytime Employment: 10,000+ within 3 miles

Education Levels: Density of Bachelor’s Degree; percentage of white & blue collar customers

Median Household Income: $45K+

Co-tenants & Demand Generators

Examples of desirable co-tenants and demand generators are the following:

Hospitals

Universities

Office Parks

Regional Malls/Movie Theatres

Upscale National Retailers

Upscale Grocers

Barnes and Noble / Borders

Target, Walmart

Home Depot, Lowe’s

Other High End QSR’s (Chipotle)

Franchisee Site Approval Form

Information about the Proposed Location

Address of the Location

Position of the location relative to the street

End cap space or free standing space

Is the location new construction or an existing space

What are the dimensions of the space

Total square feet of leaseable space

When do you expect the space to be turned over to you

Will the space be delivered in Arooga's Vanilla Box condition

If space will not be delivered in vanilla box condition, describe the

work that needs to be done and an estimate of time and cost

What is your projected opening date

Information about the Lease Term & Rent Package

How long is the initial term of the lease

Are there option terms, if so how many and for how long

What is the rent commencement date

What is the monthly base rent for the first year

What are the monthly net charges for the first year

What is your total monthly rent for the first year

Does the rent escalate, if so by how much and when

Site Accessibility

How would you rate the customer access to the site

How would you rate the availability of parking for the site

How many parking spaces are there for the site

Are there any unique factors that restrict access to the site

Franchisee Name

Date

Street front

End cap

New

Width

Set back

Free Standing

Existing

Length

Yes

(years)

Number of options

($$)

($$)

($$)

Good

Good

No

Average

Average

Years per option

Poor

Poor

Franchisee Site Approval Form

Site Visibility & Traffic

How would you rate the visibility of the site

How would you rate the traffic that drives by the site

What is the traffic count in front of the site

How would you rate the customer traffic within the center

Co-Tenants, Appeal to Target Consumer, Competition

Who are the co-tenants in the center

How would you rate the appeal of the site to Arooga's customers

Who are the competitors in the market and what is their distance to this site

Demographics & Neighborhood -

How many daytime employees are there surrounding the site

What is the residential population surrounding the site

What is the median household income surrounding the site

How would you describe the neighborhood around the site

Franchisee Name

Good

Good

Good

Good

1 Mile

1 Mile

1 Mile

Average

Average

Average

Average

3 Miles

3 Miles

3 Miles

Page 2

Poor

Poor

Poor

Poor

5 Miles

5 Miles

5 Miles

I have undertaken a thorough evaluation of this location and I believe this to be a suitable location for an Arooga's Grill House and Sports Bar.

Franchisee Signature Date

Site Acceptance Package

B AUM R E A LT Y GROUP, L LC | 1030 W. CHIC AGO AV ENUE | CHIC AGO, IL 60 6 42 | W W W.B AUMR E A LT Y.COM COPY R IGH T © 2014 B AUM R E A LT Y GROUP, L LC. A L L R IGH T S R ESERV ED.

Executive Site Summary

City & State:

Site Location:

Shopping Center Name:

Crofton, MD

Rt 3 & Waugh Chapel Rd

Village at Waugh Chapel

Date:

Prepared By:

6/27/2014

Baum Realty Group

DEMOGRAPHICS LEASE INFORMATION

DEMOGRAPHICS

RADIUS RINGS

Population

Median HH Income

Average HH Income

No. of Households

Median Age of Population

Daytime Work Population

1 mile

8,665

$100,792

$108,835

3,312

34.1

1,301

3 mile

49,001

$109,676

$112,900

18,707

36.7

12,302

5 mile

89,892

$111,115

$117,017

33,826

37.6

27,550

Size (SF)

Base Rent

Net Charges

Total Annual Gross Rent

Availability Date

Term

Options

Rent Increases

Other

7,500 sf

$25/sf

$6/sf

$232,500/yr ($19,375/month)

Immediate

One (1) ten (10) year term

Two (2) five (5) year options

10% every five years

$25/sf TI, space delivered in

Vanilla Box condition

Traffic Counts:

• Rt 3: 58,392 CPD

TRADE AREA SUMMARY

The Village at Waugh Chapel is a 380,000 sf shopping center located in the center of Crofton, MD, for which the entire surrounding population trades both north and south based on the tenant mix. The center was built and changed the dynamic of the Crofton market, and now has evolved into a vibrant, dense, and up-scale area, with strong market positioning. The first phase of this project included national anchor tenants like Safeway,

Marshall’s, Pier 1, HomeGoods, and most recently LA Fitness. In addition, the center includes over 50 other retailers increasing the goods and services driving people to this market. The southern portion of this center will provide the addition of Target, Wegman’s, Dicks’s, BBB, and a new

Regal Cinema, which will drive this trade area to expand in size to bring more and more people to this shopping center.

This trade area is based around one major retail artery known as Route 3 (also US 301 and Crain Highway). This road runs through Crofton and functions as the primary north-south transportation link between I-97 to the north, carrying traffic between Annapolis and Baltimore, and US Rt. 50 to the south, carrying traffic between Annapolis and Washington DC.

VISIBILITY AND ACCESS

The center has multiple access points directly off of Route 3. The proposed space would be mostly accessed by the centers major point in front of

CFA. As you drive down the drive aisle, Arooga’s would be directly south with visibility to this position.The southern portion of this center which is currently delivering is connected by an interior roadway connecting the 2 centers. The proposed location is located directly on this connecting road.

PARKING AND SIGNAGE

The center does not have Pylon signage. We will be able to have building signage above the space. In addition, we will be pursuing an outdoor area that we are going to create out of an existing landscaped area. We will utilize umbrella’s and/or awnings to further sign the proposed space. The field of parking in front of the proposed Arooga’s location is shared amongst 6 existing retailers and 2 banks, which is very attractive for our use. All together, it includes over 14 duel-side rows of parking going from the front of the store to just in front of Route 301. Additionally, the majority of our cotenants in this portion of the center drive traffic during dinner hours primarily which further improves the value in front of our space.

MAJOR DEMAND GENERATORS

The retail of this trade area is its major demand generator. Additionally, this center is located six miles from Fort Meade, a 15 minute drive from

Annapolis, 25 miles from Baltimore, and 30 miles from Washington, DC. Crofton was named one of three Maryland towns on Money Magazine's 100

Best Places to Live in America list for 2011. The Crofton community is expected to further grow, both residentially and with 10,000 new jobs projected by 2013, due to the BRAC (Base Re-Alignment and Closure) initiative.

Homegoods - $8.2 M

Marshalls - $9.5 M

Safeway (estimate) - $35-38 M

MARKET SALES INFORMATION

Dress Barn - $1.3 M

Spa - $12 M

Pier 1 - $2M

Chick Fil A - $3.2 M

Chipotle - $3 M

Arby's - $1.6 M

Burger King - $1.9 M

Panera - Opened 4 months ago; sales starte $70K/week and have settled at high $50's/low $60's. Avg MD unit does $3M annually

HOSPITAL

Crownsville Hospital Center

Anne Arundel Medical Center

HOSPITALS/UNIVERSITIES IN TRADE AREA

# of BEDS EMPLOYEES DISTANCE

264 650 4.1 mi E

317 1500 8.2 mi SE

UNIVERSITY # of STUDENTS DISTANCE

11

495

Baum Realty Group

1030 W. Chicago Ave.

Chicago, IL 60642

312.666.3000

www.baumrealty.com

895

1

7

POTENTIAL SITE

3

"

"

2

97

4

6

Anne Arundel County, MD

695

5

N

LEGEND

Target Trade Area

1. Glen Burnie: Route 2 & Ordinance Rd.

2. Pasadena: Route 2 & Route 100

3. Pasadena/Quarterfield: I-97 & Donaldson Ave.

4. Severna Park: Benfield Rd. & Route 2

5. Annapolis: Route 2 & West St.

6. Waugh Chapel: Route 3 & Waugh Chapel Rd.

7. Hanover/Arundel Mill: 7000 Arundel Mills Cir.

3 Mile Ring

Site Selection Area

Competitors

Competitor 1

Competitor 2

Competitor 3

Competitor 4

Synergistic Retailers

Retailer 1

Retailer 2

Demand Generators

Generator 1

Generator 2

95

This map was produced using data from private and gover nment sources deemed reliable. The infor mation herein is provided without representation or warranty. Copyright © 2014 Baum Realty Group, LLC. All rights reserved.

Site

#

Location, Intersection, or Street Address

City

1

Rt 3 & Waugh Chapel

Rd

Gambrills

2 2002 Annapolis Mall Annapolis

Potential Site Log

Territory: Anne Arundel County, M D

Name of Center

Waugh Chapel

SF

Available

Base

Rent PSF

Net

Charges

PSF

Monthly

Rent

Availability

Date

7,500 $25.00

Co-Tenants

$6.00

$19,375 Immediate

Pier 1, Applebees,

Homegoods/Marshalls,

Safeway

Comments

Center located off highway. Lots of parking. Easy access and great visibility.

Large area for patio.

Annapolis Mall 7,325 $25.00

$9.00

$20,754 Immediate

Chick Fil-A, and other national retailers

Potential Backup, very busy parking lot due to mall location, great accessibility but not great co-tenancy in immediate area

3 Forest Dr & Riva Rd Annapolis Fesitval at Riva 8,500 $31.00

$6.90

$26,846 12/15/2013

TJMaxx, Panera, Chili's,

Buffalo Wild Wings

Co-tenancy strong, visible, accessibility challenging into center

4 7000 Arundel Mills Cir Hanover Arundel Mills Mall 5,800 $29.00

$11.00

$19,333 1/1/2014

Target, Chick Fil-A, local retailers

Small; average co-tenacy and average visibility, signage and access.

5 I-97 & Aviation Blvd Glen Burnie

Anne Arundel

Corporate Park

6,788 $29.00

$7.20

$20,477 Immediate

Dunkin Donuts, other non national retailers

Poor Visibility and difficult access; no signage available

Rank

A

A

B

B

C

Aerial View

FORT

MEADE

ODENTON

SHOPPING CENTER

5 Miles 3 Miles

VILLAGE SOUTH AT

WAUGH CHAPEL

FUTURE

WAUGH CHAPEL

MAIN STREET AT

WAUGH CHAPEL

SITE

HOPKINS PLACE

SHOPPING CENTER

CROFTON

SHOPPING CENTER

CROFTON CENTRE

FREE STATE MALL

BOWIE MARKETPLACE

PRIEST RIDGE

SHOPPING CENTER

The Village at Waugh Chapel has excellent visibility along MD

Route 3 South. It is next to the future development Village South at

Waugh Chapel. Anchored by Wegmans, Regal Cinemas, Target and

Dick’s Sporting Goods, Village South will present major opportunities within this growing market of Anne Arundel County.

CORRIDOR

AERIAL

Potential Site

LOCATOR

MAP

COLUMBIA

B A L T I M O R E

ANNAPOLIS

WASHINGTON D.C.

Lee Engle

. 240.479.7207

lengle@streetsense.com

Nick Page

. 410.218.2427

npage@streetsense.com

MAIN STREET AT

WAUGH CHAPEL

SHOPPING CENTER KEY

Grocery Anchored

Power Center/

Mass Merchant

Regional Mall

Goods & Services

Lifestyle Center

www.streetsense.com

CLOSE IN

AERIAL

VILLAGE SOUTH AT

WAUGH CHAPEL

VILLAGE AT WAUGH CHAPEL

WAUGH CHAPEL RD

97

CRAIN HWY

3

Rt 3: 58,392 CPD

MAIN STREET AT

WAUGH CHAPEL

Potential Site

Lee Engle

. 240.479.7207

lengle@streetsense.com

Nick Page

. 410.218.2427

npage@streetsense.com

www.streetsense.com

The Village at Waugh Chapel

Gambrills, MD n Ideally positioned at the intersection of

MD3/301 and Waugh Chapel Road, minutes from I-97 in Anne Arundel County n A15 minute drive from Annapolis, 25 minutes from Baltimore and 30 minutes from Washington, D.C.

n A 71 acre mixed-use project that combines

425,000 sq. ft. of retail space, 400 market- rate senior living units, fast food ouparcels, an office building and a restaurant park n The Village’s backdrop includes exemplary architecture, lush landscaping, town squares, two lakes with fountains and a waterfall, parks and promenades n 95,000 people within a 5 mile radius with a $105,000 approximate average household income n More than 65,000 vehicles drive Rt. 3/301,

19,000 on Waugh Chapel Road

Site Plan

For leasing information:

www.ggcommercial.com/projects or call 410-559-2500 aerial view

Potential Site

Panera Bread

Potential Site

Lake

Lake

Chipotle

Traffic Count: 58,392 CPD

Center Entrance

Photos of Potential Site

Outside Patio Area with side door for access

Park field looking towards site

Park field looking away from site

Applebees

Center and co-tenants

FULL PROFILE

2000-2010 Census, 2013 Estimates with 2018 Projections

Calculated using Proportional Block Groups

Lat/Lon: 39.0392/-76.6752

Rt 3 & Waugh Chapel Rd

Crofton, MD

2013 Estimated Population

2018 Projected Population

2010 Census Population

2000 Census Population

Projected Annual Growth 2013 to 2018

Historical Annual Growth 2000 to 2013

2013 Estimated Households

2018 Projected Households

2010 Census Households

2000 Census Households

Projected Annual Growth 2013 to 2018

Historical Annual Growth 2000 to 2013

2013 Est. Population Under 10 Years

2013 Est. Population 10 to 19 Years

2013 Est. Population 20 to 29 Years

2013 Est. Population 30 to 44 Years

2013 Est. Population 45 to 59 Years

2013 Est. Population 60 to 74 Years

2013 Est. Population 75 Years or Over

2013 Est. Median Age

2013 Est. Male Population

2013 Est. Female Population

2013 Est. Never Married

2013 Est. Now Married

2013 Est. Separated or Divorced

2013 Est. Widowed

2013 Est. HH Income $200,000 or More

2013 Est. HH Income $150,000 to $199,999

2013 Est. HH Income $100,000 to $149,999

2013 Est. HH Income $75,000 to $99,999

2013 Est. HH Income $50,000 to $74,999

2013 Est. HH Income $35,000 to $49,999

2013 Est. HH Income $25,000 to $34,999

2013 Est. HH Income $15,000 to $24,999

2013 Est. HH Income Under $15,000

2013 Est. Average Household Income

2013 Est. Median Household Income

2013 Est. Per Capita Income

2013 Est. Total Businesses

2013 Est. Total Employees

©2014, Sites USA, Chandler, Arizona, 480-491-1112 page 1 of 3

RF1

1 mi radius 3 mi radius 5 mi radius

49,001

52,046

47,388

38,552

1.2%

2.1%

18,707

19,978

17,970

14,079

1.4%

2.5%

14.2%

13.0%

11.6%

23.5%

21.0%

12.5%

4.2%

36.7

48.2%

51.8%

28.0%

54.2%

14.1%

3.7%

13.8%

16.1%

23.4%

13.5%

15.3%

9.2%

2.6%

3.9%

2.2%

$112,900

$109,676

$43,127

1,180

12,302

8,665

9,206

8,378

4,822

1.2%

6.1%

3,312

3,537

3,181

1,769

1.4%

6.7%

15.5%

12.4%

13.6%

26.7%

19.8%

9.4%

2.7%

34.1

48.4%

51.6%

31.4%

51.6%

14.0%

2.9%

11.6%

16.4%

20.8%

13.4%

22.9%

10.5%

1.4%

1.4%

1.6%

$108,835

$100,792

$41,602

108

1,301

89,892

95,122

87,203

71,638

1.2%

2.0%

33,826

36,044

32,532

25,652

1.3%

2.5%

13.4%

13.0%

12.1%

22.3%

21.7%

13.2%

4.4%

37.6

48.5%

51.5%

28.2%

54.5%

13.4%

3.8%

15.0%

15.9%

23.4%

13.6%

14.6%

8.7%

3.3%

3.2%

2.3%

$117,017

$111,115

$44,237

2,828

27,550

Demographic Source: Applied Geographic Solutions 11/2013, TIGER Geography

FULL PROFILE

2000-2010 Census, 2013 Estimates with 2018 Projections

Calculated using Proportional Block Groups

Lat/Lon: 39.0392/-76.6752

Rt 3 & Waugh Chapel Rd

Crofton, MD

2013 Est. White

2013 Est. Black

2013 Est. Asian or Pacific Islander

2013 Est. American Indian or Alaska Native

2013 Est. Other Races

2013 Est. Hispanic Population

2013 Est. Hispanic Population

2018 Proj. Hispanic Population

2010 Hispanic Population

2013 Est. Adult Population (25 Years or Over)

2013 Est. Elementary (Grade Level 0 to 8)

2013 Est. Some High School (Grade Level 9 to 11)

2013 Est. High School Graduate

2013 Est. Some College

2013 Est. Associate Degree Only

2013 Est. Bachelor Degree Only

2013 Est. Graduate Degree

2013 Est. Total Housing Units

2013 Est. Owner-Occupied

2013 Est. Renter-Occupied

2013 Est. Vacant Housing

2010 Homes Built 2005 or later

2010 Homes Built 2000 to 2004

2010 Homes Built 1990 to 1999

2010 Homes Built 1980 to 1989

2010 Homes Built 1970 to 1979

2010 Homes Built 1960 to 1969

2010 Homes Built 1950 to 1959

2010 Homes Built Before 1949

2010 Home Value $1,000,000 or More

2010 Home Value $500,000 to $999,999

2010 Home Value $400,000 to $499,999

2010 Home Value $300,000 to $399,999

2010 Home Value $200,000 to $299,999

2010 Home Value $150,000 to $199,999

2010 Home Value $100,000 to $149,999

2010 Home Value $50,000 to $99,999

2010 Home Value $25,000 to $49,999

2010 Home Value Under $25,000

2010 Median Home Value

2010 Median Rent

©2014, Sites USA, Chandler, Arizona, 480-491-1112 page 2 of 3

RF1

1 mi radius 3 mi radius 5 mi radius

19,080

76.7%

21.3%

2.0%

2.1%

20.4%

13.6%

26.1%

27.2%

5.5%

2.2%

1.3%

0.7%

1.0%

$360,971

$1,331

6.6%

12.4%

25.1%

11.4%

21.5%

10.4%

6.0%

6.6%

77.8%

12.2%

5.0%

0.3%

4.7%

2,577

5.3%

5.6%

4.8%

32,978

1.4%

3.4%

20.2%

22.3%

7.6%

26.9%

18.2%

3,388

75.8%

22.0%

2.2%

2.0%

16.2%

12.5%

29.2%

31.1%

4.5%

2.0%

1.3%

0.5%

0.6%

$336,998

$1,375

9.6%

23.6%

22.2%

13.4%

15.7%

6.0%

4.1%

5.5%

70.4%

14.9%

7.5%

0.2%

7.0%

643

7.4%

7.9%

6.8%

5,779

3.2%

2.5%

15.7%

23.4%

9.0%

27.5%

18.6%

34,585

77.3%

20.5%

2.2%

2.3%

21.1%

13.1%

26.4%

25.6%

5.5%

2.3%

1.5%

1.0%

1.2%

$365,263

$1,323

6.9%

12.8%

24.2%

12.5%

17.5%

12.8%

6.3%

7.1%

74.3%

16.0%

4.6%

0.3%

4.8%

4,882

5.4%

5.8%

5.0%

60,530

1.6%

3.9%

20.4%

21.2%

7.4%

26.8%

18.8%

Demographic Source: Applied Geographic Solutions 11/2013, TIGER Geography

FULL PROFILE

2000-2010 Census, 2013 Estimates with 2018 Projections

Calculated using Proportional Block Groups

Lat/Lon: 39.0392/-76.6752

Rt 3 & Waugh Chapel Rd

Crofton, MD

2013 Est. Labor Population Age 16 Years or Over

2013 Est. Civilian Employed

2013 Est. Civilian Unemployed

2013 Est. in Armed Forces

2013 Est. not in Labor Force

2013 Labor Force Males

2013 Labor Force Females

2010 Occupation: Population Age 16 Years or Over

2010 Mgmt, Business, & Financial Operations

2010 Professional, Related

2010 Service

2010 Sales, Office

2010 Farming, Fishing, Forestry

2010 Construction, Extraction, Maintenance

2010 Production, Transport, Material Moving

2010 White Collar Workers

2010 Blue Collar Workers

2010 Drive to Work Alone

2010 Drive to Work in Carpool

2010 Travel to Work by Public Transportation

2010 Drive to Work on Motorcycle

2010 Walk or Bicycle to Work

2010 Other Means

2010 Work at Home

2010 Travel to Work in 14 Minutes or Less

2010 Travel to Work in 15 to 29 Minutes

2010 Travel to Work in 30 to 59 Minutes

2010 Travel to Work in 60 Minutes or More

2010 Average Travel Time to Work

2013 Est. Total Household Expenditure

2013 Est. Apparel

2013 Est. Contributions, Gifts

2013 Est. Education, Reading

2013 Est. Entertainment

2013 Est. Food, Beverages, Tobacco

2013 Est. Furnishings, Equipment

2013 Est. Health Care, Insurance

2013 Est. Household Operations, Shelter, Utilities

2013 Est. Miscellaneous Expenses

2013 Est. Personal Care

2013 Est. Transportation

©2014, Sites USA, Chandler, Arizona, 480-491-1112 page 3 of 3

RF1

1 mi radius 3 mi radius 5 mi radius

6,615

73.7%

2.1%

3.3%

21.0%

47.8%

52.2%

4,843

21.2%

26.4%

15.7%

25.2%

-

6.8%

4.5%

72.9%

27.1%

78.0%

11.7%

3.6%

-

2.8%

-

4.0%

11.1%

39.5%

36.4%

13.0%

28.5

$249 M

$12.1 M

$18.9 M

$8.05 M

$14.2 M

$37.4 M

$11.5 M

$16.6 M

$74.6 M

$3.92 M

$3.54 M

$47.9 M

37,593

67.6%

3.1%

3.2%

26.0%

47.8%

52.2%

25,225

22.2%

29.0%

12.6%

25.6%

0.1%

6.2%

4.3%

76.7%

23.3%

80.3%

8.4%

5.0%

0.1%

1.4%

0.1%

4.8%

13.4%

37.2%

35.0%

14.4%

28.6

$1.44 B

$70.0 M

$111 M

$47.5 M

$82.0 M

$215 M

$67.0 M

$96.0 M

$432 M

$22.6 M

$20.4 M

$274 M

69,137

66.5%

3.1%

3.2%

27.3%

47.9%

52.1%

46,350

23.1%

29.0%

12.9%

24.0%

0.1%

6.4%

4.5%

76.2%

23.8%

78.4%

8.7%

6.2%

0.2%

1.4%

0.1%

4.9%

15.4%

35.8%

34.4%

14.4%

28.0

$2.67 B

$130 M

$207 M

$88.4 M

$152 M

$398 M

$124 M

$178 M

$802 M

$41.8 M

$37.8 M

$507 M

Demographic Source: Applied Geographic Solutions 11/2013, TIGER Geography

October 30, 2013

John Smith

Brian Properties

1234 Main Street

Arlington Heights, IL 60001

RE: Lease Proposal

Waugh Chapel – Crofton, MD

Dear John:

On behalf of our client, George Washington, Baum Realty Group, LLC is pleased to present the following proposal, which establishes the basic terms and conditions for a lease at the above referenced location. The basic terms and conditions are as follows:

Premises: Approximately 7,500 rentable square feet of ground floor retail space at Waugh

Chapel in Gambrills, MD. The dimensions of the Premises are shown on the attached floor plan provided by the Landlord. Tenant shall have the right to remeasure the premises and should it be less than 7,500 square feet then the size of the premises in the lease shall be reduced appropriately.

Landlord may not alter the Common Areas (including the parking lot) in a manner that interferes with Tenant’s use, visibility of the premises, or the access of

Tenant’s customers to the Premises.

Landlord:

Tenant:

Please Provide

George Washington

(Herein after “Tenant”)

Use: Tenant shall be permitted to use the Premises for the operation of a full service restaurant and bar which shall offer a wide range of food and alcohol for both on-site and off-premise consumption.

Term:

Options:

Net Base Rent:

Rent

Escalations:

One (1) ten (10) year term

Two (2) five (5) year options, subject to 120 days notice

$__________ per square foot per year one (1), being $_______ per month.

The net rent shall increase by ten percent (10%) every five (5) years, including the option periods if exercised.

Real Estate Taxes,

CAM and Insurance: Tenant will pay its pro rata share of the Real Estate Taxes, Common Area

Maintenance, and Insurance (“Net Charges”). Tenant’s pro rata share shall be calculated by dividing the square footage of Tenant’s Premises by the total gross rentable square footage of the (Pick one:) shopping center / property. All taxes

Utilities:

Merchant Association

Or Marketing Funds:

Possession Date:

Rent

Commencement:

Security Deposit:

Landlord Delays:

Permits:

Parking & Cross

Easement:

Patio Seating Area: and expenses shall not exceed $_____ per square foot in the first year of the lease term. Tenant will pay the estimates and there will be a year-end adjustment based on the actual costs. Net Charges (exclusive of real estate taxes and insurance) will not increase by more than four (4%) non-cumulative per year.

Landlord shall provide to the Leased Premises in sufficient capacity all utilities including electric, gas, water and sewer. Such utilities shall be separately metered at Landlord’s expense. Landlord to provide all meter numbers to Tenant and unrestricted access to all meter locations upon request of Tenant. Tenant shall be responsible for the direct payment of their actual utility consumption throughout the Lease term.

Landlord agrees to waive any dues or fees payable to a Merchant Association.

Participation and membership would be at the option of the Tenant.

Tenant shall take possession of Premises the later of 1) completion of Landlord’s work or 2) Tenant’s receipt of all necessary permits. Landlord to provide 30 days written notice to Tenant prior to completion of Landlord Work.

Tenant’s obligation to pay Base Rent, CAM, Taxes and insurance shall commence

180 days following Tenant’s Possession of Premises.

None

All dates herein shall be subject to and adjusted accordingly as a result of any

Landlord Delays, which shall include (i) Landlord providing Tenant with incomplete base building plans and specifications (ii) Landlord’s late completion of the Landlord’s Work, (iii) Landlord providing Tenant with late consent where

Landlord’s consent is required, and (iv) any other acts or omissions of Landlord or its agents, contractors or employees which delay Tenant’s construction of any improvements in the Premises and/or Tenant’s opening for business from the

Premises

Tenant will apply for and diligently pursue each permit at its expense. Landlord shall cooperate with Tenant in attempting to obtain such permits and shall execute any necessary applications.

Tenant shall be given a right for cross easement for ingress/egress and parking over the entire shopping center property. Landlord may not place or allow to be placed any temporary or permanent structures the would reduce the amount of parking within the Primary Parking Field and Landlord may not designate any of the parking spaces within the Primary Parking Field to any other tenant without

Tenant’s written authorization. In all future leases executed with tenants in the building in which Tenant is located, Landlord will require that all employees of future tenants park outside of the Primary Parking Field.

At no extra cost, the Tenant shall be provided five (5) dedicated parking spaces directly in front of the premises for grab and go customers and Tenant may install signage designating the spaces as such.

At no extra cost, the Tenant shall be permitted exclusive use of the outside area in front of the Premises for a patio seating area, exact dimensions to be agreed upon prior to Lease execution.

Tenant Improvement

Allowance: Landlord will provide to the Tenant a construction allowance of $______ per square foot of leased space to be paid within 30 days of the completion of construction and the receipt of lien waivers.

Landlord’s Work: Space shall be delivered in “Vanilla Box” condition as described in the attached work letter at Landlord’s cost and per Tenant specifications.

Electronic Plans: Prior to lease execution, Landlord shall provide Tenant with to-scale, electronic architectural drawings of the demised premises preferably in AutoCAD format.

Municipal &

Impact Fees: Landlord shall be solely responsible at its cost to pay for all federal/state/county/city impact fees including, sewer connection fees, traffic mitigation fee, highway fee, parking fee. Tenant will only pay for his/her own

Building, Plan Check, and Health Department Fees to construct its applicable

Tenant improvements.

Condition of Premises

And Property: The structural integrity elements, roof, fire prevention and alarm systems, electrical, plumbing, HVAC and all other building systems of the Premises shall be in sound condition, and meet all applicable federal, state, and local codes including but not limited to ADA compliance requirements during the initial lease term and option periods if exercised. Landlord shall disclose any known conditions that would adversely affect store design, construction and use as contemplated by this letter.

Hazardous Materials: Landlord is responsible for the removal of any and all hazardous materials and substances, including but not limited to asbestos and asbestos containing materials prior to Tenant’s Possession.

Repairs And

Maintenance: Landlord shall perform the repairs or make any necessary replacements to the roof and structural portions of the Premises, and to repair, maintain, service, and light the common areas.

Landlord shall perform all maintenance and repairs to building systems and improvements made by Landlord to the interior of Leased Premises.

HVAC: Tenant shall be responsible for contracting with a licensed HVAC contractor to perform annual preventative maintenance. Landlord shall be responsible for the repair and/or replacement if the HVAC if needed.

Continuing

Co-tenancy: If ________ or ________ceases to conduct it’s typical business in the shopping center, Tenant’s only obligation with respect to rent shall be the payment of one half of the rent (including net charges) until such vacancy is filled with a tenant of equal quality and size. In the event such vacancy is not filled within (12) months

Tenant shall have the right to terminate the Lease.

Exclusive: Landlord shall not sell space, lease space, or allow the sublease of space within the shopping center or on its property to any person or entity for a retail food business that is any type of sports bar, excluding present tenants or their assignees so long as to the extent that the Landlord has the right to approve a change of use for an existing tenant or its assignees that Landlord will not approve a change to a use that will violate the exclusive language above.

Prohibited Uses: Landlord shall not lease or allow use of any premises in the Shopping Center for any immoral, illegal, unethical or noxious uses (to be further defined in the Lease), specifically including, without limitation, any use which emits odors or noises which may disturb Tenant’s use or operation of the Premises including but not

limited to nail salons, tenants that house live animals, or tenants that manufacture animal food or treats on premise.

Signage: Tenant, at its cost, shall be permitted to install or place signs (including window posters) in or about the premises. Tenant will be allocated signage space within pylon or monument signage for the shopping center. Tenant shall be responsible to ensure all signage complies with municipal codes. Landlord shall at its sole cost and expense, prepare and/or paint the exterior of the Building and Premises in preparation for Tenant’s signage (including without limitation patching and repairing of holes left by any prior tenant’s signage). Landlord hereby approves the use of Tenant’s standard interior and exterior signage package, awnings, and logo subject to the approval of any government authority. Landlord further agrees to permit the Tenant to use promotional banners on the exterior of the premises provided Tenant agrees to obtain any permits and complies with the rules and regulations as set by the Landlord for the use of promotional banners.

Assignment

And Sublease:

Hours of Operation:

Tenant has the right to assign and sublease with the consent of the Landlord, such consent not to be unreasonably or arbitrarily withheld. To be later defined in the

Lease.

Tenant shall have the right to determine its hours of operation. Tenant shall be permitted to remain open and operate its business during the maximum hours permitted by law seven (7) days a week.

Relocation:

Radius Restriction:

Landlord shall have no right to relocate Tenant.

None

Garbage & Recycling: Landlord to provide adequate space within the development for tenant to place garbage and recycling dumpsters as required by code or to meet the needs of its operations

.

SNDA: If there is currently a ground lease, mortgage or deed of trust on the Development,

Tenant will require a Subordination Non Disturbance Agreement (“SNDA”) from the ground lessor or lender. Tenant’s obligations to subordinate to any future lien holder should be conditional upon Tenant’s receipt of a commercially reasonable

SNDA from such future lien holder, Landlord shall deliver a fully executed SNDA on or before the Rental Commencement Date, or such date shall be postponed on a per diem basis until obtained.

Contingencies: The lease shall be contingent upon Tenant obtaining necessary permits for the construction of a Tenant store and operation of its business. Tenant will apply for and diligently pursue each permit at its expense. Landlord shall cooperate with

Tenant in attempting to obtain such permits and shall execute any necessary applications.

Lease Form: Landlord’s Lease form will be used.

Franchisor

Lease Rider: Upon execution of this proposal, the Franchisor Lease Rider will be provided to

Landlord for review. The lease rider shall be incorporated as an exhibit to the lease.

Agency Disclosure: Landlord acknowledges that Baum Realty Group is acting on behalf of the Tenant of the real estate and that any information given to Baum Realty Group by

Landlord will be disclosed to the Tenant.

Commission: Landlord agrees to pay Baum Realty Group a brokerage commission per a separate commission agreement.

This Proposal shall not be binding upon the parties, and is being offered for consideration for ten business days from the date of this letter. A binding agreement shall not exist until a lease has been executed and delivered by both parties. Neither party may claim any legal rights against the other by reason of activities taken in reliance upon this non-binding Proposal, including, without limitation, any partial performance of the transactions contemplated herein. Neither party owes the other party any duty to negotiate a formal agreement, and either party may cease discussion at any time.

We appreciate your time and consideration in this matter.

Sincerely,

BAUM REALTY GROUP, LLC

Phil Baugh

Attachments:

Exhibit A – Site Plan & Primary Parking Field

Exhibit B – Signage & Logo Examples

Exhibit C – Franchisor Lease Addendum

AGREED & ACCEPTED for TENANT:

By: _____________________

Its: _____________________

Date: ___________________

AGREED & ACCEPTED for LANDLORD:

By: _____________________

Its: _____________________

Date: ____________________