Cross Street Market Management Agreement

MANAGEMENT AGREEMENT
CROSS STREET MARKET
1065 SOUTH CHARLES STREET, BALTIMORE, MARYLAND

By and Between:
BALTIMORE PUBLIC MARKETS CORPORATION
and
CSM VENTURES, LLC

Date: ——–‘ 2016

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT (this “Agreement”) is made as of this _ day of November , 2016 (the “Effective Date”) by and between, BALTIMORE PUBLIC MARKETS CORPORATION, a Maryland corporation (“BPMC”) and CSM VENTURES, LLC, a Maryland limited liability company (“Manager”).

RECITALS

WHEREAS, pursuant to that certain Third Amendment to Lease Agreement dated as of November , 2016 (the “BPMC Lease”) by and between the Mayor and City Council of Baltimore, a body corporate and political subdivision of the State of Maryland (the “City”), as owner, and BPMC, as tenant, BPMC is the tenant of that certain real property located at 1065
South Charles Street in Baltimore, Maryland and more particularly described on Exhibit A attached hereto and made a part hereof (the “Land”), improved by a public market known as Cross Street Market (collectively, the “Project”); and

WHEREAS, BPMC wishes to retain the services of Manager as manager of the Project with responsibilities for performing redevelopment, marketing, managing, operating, maintaining, leasing and servicing of the Project as more particularly set forth herein.

AGREEMENTS

NOW, THEREFORE, in consideration of the mutual promises made by BPMC and Manager in this Agreement and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of them agrees as follows:

I. Appointment of Manager. BPMC appoints Manager as the manager of the Project with the responsibilities and upon the terms and conditions outlined in this Agreement, and Manager accepts such appointment and responsibilities.

2. Manager’s Responsibilities.

2.1. Leasing and Management of the Project. Manager shall diligently perform its duties hereunder in a manner consistent with professional management services and shall devote sufficient time and effort to the Project to ensure that it is managed, leased, operated, maintained and serviced in a professional manner. Manager shall make available to BPMC the full benefit of the judgment, experience, and advice of the members of the Manager’s organization with respect to the policies to be pursued by BPMC in operating the Project. Manager shall have the right, in accordance with the Approved Annual Management Plan (hereinafter defined), to enter into lease agreements for space within the Project on terms and conditions acceptable to Manager (and in connection with such leases Manager shall be permitted to identify itself as “Landlord” thereunder). Without limiting the foregoing, subject to the terms of existing leases, Manager shall have the right to relocate existing tenants of the Project on a permanent or temporary basis, to terminate existing tenants and to temporarily close portions of the Project during redevelopment activities, provided that all of the foregoing is consistent with the Redevelopment Plan (hereinafter defined).

2.2. Specific Management Services. Without limiting the generality of any other term or provision of this Agreement, Manager shall provide the services set forth in the following subsections (the “Management Services”), all subject to and in accordance with the approved Annual Management Plan.

(a) Collection and Handling of Money.

(1) Manager shall collect all rents and other payments due from tenants in the Project and any sums otherwise payable to BPMC with respect to the Project. BPMC authorizes Manager to request, demand, collect and receive on behalf ofBPMC all rent and other charges.

(2) All sums collected by Manager shall be deposited in a FDIC-insured, interest-bearing account, established by Manager in a bank reasonably acceptable to BPMC (the “Operating Account”). Subject to the terms and limitations of this Agreement, Manager may withdraw funds from the Operating Account to pay the normal and reasonable expenses incident to the operation and maintenance of the Project pursuant to this Agreement and to pay all other amounts contemplated by this Agreement, including without limitation, payment of Manager’s compensation provided for hereunder.

(3) If applicable, Manager shall establish, as an agent of BPMC and at a bank reasonably acceptable to BPMC, separate accounts for holding tenants’ security deposits, and funds in such accounts shall not be commingled with other funds of Manager, BPMC or any other party. Manager shall maintain detailed records of all security deposits deposited in such account, and such records shall be open for inspection by BPMC’s employees or appointees. Manager shall comply with all applicable laws with respect to all security deposits, including, without limitation, the giving of any and all notices and the payment of all interest, if any, legally required with respect to such security deposits. With respect to any tenants of the Project as of the date of this Agreement, BPMC shall either assign to Manager the security deposits of such tenants or make other arrangements reasonably acceptable to Manager in connection therewith.

(b) Repairs and Maintenance. Manager shall promptly make all repairs, ordinary or extraordinary, foreseen or unforeseen, structural or nonstructural, to the Project as are necessary to maintain it in good condition (including but not limited to any and all such repairs to the plumbing, heating, ventilating, air conditioning, electrical and other systems for the furnishing of utilities or, services to the Project from the point where they enter the Project), in orderly condition, free of waste and of the accumulation of dirt, rubbish, snow and ice. Manager shall also perform or furnish any and all emergency repairs or services necessary for the preservation of the Project or to avoid the suspension of any service to the Project or danger to life or property. Emergency repairs or services may be made or furnished by Manager without BPMC’s prior approval, but Manager shall notify BPMC of the details and costs within a reasonable time thereafter. Notwithstanding the foregoing, except as contemplated by the Redevelopment Plan (hereinafter defined), Manager shall not be required to perform any Major Capital Improvements, Renovations or Reconstructions of the Project, and BPMC shall be obligated to perform promptly any Major Capital Improvements, Renovations or Reconstructions of the Project which BPMC determines, in its sole and absolute discretion, are necessary or desirable to keep the Property in good working order. Payment for any such Major Capital Improvements, Renovations or

Reconstructions shall be made first from any reserves that Manager has accumulated from project revenues for such purpose in accordance with the Approved Annual Management Plan and thereafter by BPMC or the City, to the extent that funds are budgeted and approved therefor. “Major Capital Improvements, Renovations or Reconstructions of the Project” are construction, renovation or repair projects which are estimated to cost in excess of One Hundred Thousand Dollars ($100,000) and either require professional construction management or involve more than one (I) trade.

(c) Service Contracts. Manager shall arrange for all services necessary for the operation of the Project, including, without limitation, electricity, gas, water, telephone, telecommunications, sewer service, pest control, landscaping, security, and trash removal. Unless otherwise agreed in writing by BPMC, all service contracts shall: (i) be assignable, at BPMC’s option, to BPMC or its assignee upon termination or expiration of this Agreement, (ii) include a provision for cancellation thereof without payment of a fee or penalty by Manager upon not more than thirty (30) days written notice.

(d) Personnel. To the extent that Manager employs any personnel in connection with the Project, all wages, salaries, fringe benefits, workers’ compensation insurance, other salary expenses and payroll taxes with respect to said employees shall be paid by Manager. Manager shall comply with all laws relating to the employment of its employees, including without limitation, those requiring workers’ compensation insurance to cover all of Manager’s employees. Manager shall remove from the Project all persons whom Manager or whom BPMC, in their or its reasonable judgment (within employment law guidelines) deems unnecessary or undesirable to the operation and management of the Project.

(e) Other Services. Manager shall perform, without additional charge, all other services which are usually and customarily performed in connection with the operation and management of a retail, restaurant and public market project, and as approved by BPMC.

(f) Compliance with Laws and Insurance Requirements.

(1) Manager shall take such action as may be necessary in providing Management Services to comply with all Applicable Laws (as defined below). Manager shall not knowingly permit the use of the Project for any purpose, which might void or increase the premiums payable under any insurance policies held by BPMC.

(2) BPMC represents and covenants that except as otherwise disclosed in writing to Manager, it has no knowledge of any violation of any laws, rules or regulations concerning hazardous materials at the Project. BPMC acknowledges that Manager is not an expert or consultant regarding compliance with hazardous materials laws. Manager shall use commercially reasonable efforts to prevent and detect the occurrence or existence of any hazardous condition at the Project. If during the Term, Manager knows of the existence of hazardous materials or wastes, toxic substances or wastes, asbestos or asbestos-bearing materials and the like or any other hazardous condition at, in, on or under the Project, Manager shall immediately notify BPMC of the condition, both orally and in writing. Manager shall consult with, and make recommendations to, BPMC concerning any such hazardous condition at the Project and, at the expense of BPMC, take only such action with respect thereto as BPMC may

direct, including supervising and coordinating efforts by all appropriate parties to complete any remediation in accordance with the directions of BPMC.

(g) Cooperation. Manager shall give BPMC all pertinent information and reasonable assistance in the defense or disposition of any claims, demands, suits or other legal proceedings which may be made or instituted by any third party against BPMC which arise out of any matters relating to the Project, this Agreement or Manager’s performance hereunder.

(h) Budget and Leasing. Not later than December 31, 2016 and thereafter not later than November I each year, the Manager shall submit to BPMC a draft plan for the immediately following year, which, when approved by BPMC, shall be the “Approved Annual Management Plan”. The Approved Annual Management Plan shall set forth for the upcoming year the operating budget (which shall include prudent reserves for capital repairs), capital improvements budget and a leasing plan for the Project, which leasing plan shall set forth the proposed tenant mix, rent roll, space plan and other details as BPMC shall reasonably request as to how the Manager intends to operate and manage the Project. Manager agrees that the tenant mix shall not allow for any one tenant or related use to occupy more than twenty-five percent (25%) of the leasable floor area of the Project without the consent of BPMC, which consent shall not be unreasonably withheld if aggregating or combining uses are likely to result in greater efficiencies or a better market experience for customers. BPMC grants Manager permission to execute leases for space in the Project to any tenant for any uses consistent with the Property’s overall use as a public market with retail and restaurant uses in accordance with the Approveq Annual Management Plan, subject to a prohibition on leases allowing any of the “Prohibited Uses” set forth on Exhibit C attached hereto. Any material deviation from the Approved Annual Management Plan shall require the approval of BPMC.

(i) Tenant Relations. Manager shall make itself familiar with the terms of all leases for space within the Project and, within the terms of this Agreement, shall perform all delegable duties of BPMC as landlord under each such lease, so that such lease shall remain in full force and effect, with no default by BPMC, and shall enforce the full performance of all obligations of the tenant under each such lease. Manager shall maintain business-like relations with tenants, receive requests, complaints and the like, from tenants and respond and act upon the foregoing in reasonable fashion. Manager shall notify all tenants of all rules, regulations and notices as may be promulgated by BPMC, governing bodies and insurance carriers. Notwithstanding the foregoing, the parties agree and acknowledge that from the date hereof until on or about April 1, 2017, Manager, as part of the Redevelopment Plan (as defined in Section 3.1), will negotiate with existing tenants of the Project concerning extensions, modifications and/or terminations of the agreements of such tenants to operate at the Project, and, in connection therewith, BPMC shall cooperate with the Manager and enter into modification, extension and/or termination agreement with certain tenants to effect the agreements that the Manager has negotiated with such tenants.

U) Legal Actions. Subject to the exercise of its reasonable business judgment, Manager shall institute and prosecute actions to evict tenants in default and to recover possession of such tenants’ premises. Manager shall, in the name of BPMC, sue to recover rents and other sums payable to BPMC and, subject to obtaining the prior written consent of BPMC, Manager may settle, compromise and release such actions or suits and reinstate such tenancies. Manager will notify BPMC of all legal actions taken against tenants on a monthly basis.

(k) Inspection. Manager shall perform periodic inspections of the Project, including HVAC systems, all appliances and the roof, and report on such inspections to BPMC at least annually. Promptly following a tenant vacating any leased space, Manager shall inspect the applicable leased premises.

(I) Security Services. Manager shall provide adequate security services for the Project.

(m) BPMC Lease. Manager shall manage the Property consistent with the operating standards and requirements of the BPMC Lease.

3. Redevelopment of the Project.

3.1. Redevelopment. The parties have approved a plan for the redevelopment of the Project (the “Redevelopment Plan”), attached hereto as Exhibit D, as well as a development budget (the “Development Budget”) and development schedule (the “Development Schedule”), attached hereto as Exhibit E consistent with the redevelopment of the Project as described in the Redevelopment Plan, provided that the parties acknowledge that the actual construction start date may be extended at the Manager’s option to a date no later than June 30,2017, in which case the benchmark dates set forth in Exhibit E will be extended commensurately. Once redevelopment construction commences, Manager shall cause the Completion of the Redevelopment (as defined in Section 4.2(b)) to be achieved in a good and workmanlike manner, free of mechanics liens, in accordance with the Development Schedule, subject to force majeure as provided Seciton 28 and extension as provided in the previous sentence.

3.2. Funding Sources.

(a) The parties anticipate that the Development Budget will provide for sources and uses of approximately $6,500,000 and that such sources will consist of approximately
$2,500,000 in construction loan proceeds from one or more Lenders (“Construction Debt”),
approximately $2,000,000 in City funds in a manner to be determined (the “City Funds”), with the
balance of required sources consisting of equity contributions from the Manager and its affiliates
(“Manager’s Equity”).

(b) The Manager shall be the borrower under the Construction Debt. BPMC agrees to guarantee on a non-recourse basis the Construction Debt and to secure that guarantee with a deed of trust encumbering BPMC’s leasehold interest under the BPMC Lease. The extent of BPMC’s liability for the Construction Debt shall be limited to its interest under the BPMC Lease. The Construction Debt shall be further secured by the Manager’s collateral assignment of the Manager’s interest in this Agreement as more fully described in Section 10.4 hereof.

(c) The terms of the advancement of the City Funds will require that the Manager, the holder of the Construction Debt and BPMC to enter into a Construction Loan Agreement setting forth the terms and conditions under which the proceeds of the Construction Debt, the City Funds and the Manager’s Equity shall be held by a mutually agreeable disbursement agent to be disbursed as construction progresses in accordance with the Construction Budget and a construction contract approved by the City. No City Funds shall be disbursed unless the City is

satisfied in its reasonable discretion that the proceeds of the Construction Debt and the Manager’s Equity are available for disbursement, and such funds, together with the proceeds of the City Funds, are sufficient to complete the Redevelopment Plan.

3.3. Contractors’ and Subcontractors’ Insurance. Manager shall require that all contractors and subcontractors brought onto the Project during the Redevelopment have insurance coverage, at the contractor’s and/or subcontractor’s expense, in the following minimum amounts:

Project is located;

(a) Workers Compensation – Statutory Amount in the state where the

(b) Employer’s Liability- $500,000 or such other higher limits imposed in accordance with the requirement, if any, of the laws of the state where the Project is located;

(c) Commercial General Liability – $1,000,000 per occurrence,
$2,000,000 general aggregate with Products/Completed Operations coverage (with evidence of Products/Completed Operations Coverage shown for a minimum of two (2) years following completion of the work described in the contract);

(d) Business Auto Liability including hired and non-owned auto coverage – $1,000,000 combined single limit;

(e) Professional Liability (Errors and Omissions) with limits of at least
$1,000,000, if professional services are being provided; and

(f) Such other insurance as may be necessary or desirable based on the nature of the contractor and/or subcontractor, including garagekeeper liability for any towing service.

This insurance will be primary and noncontributory with respect to any other insurance policies of Manager or BPMC. Manager shall ensure that Manager, BPMC and the City (and their respective owners, shareholders, officers, directors, partners, employees and agents) are named as additional insureds on the contractor’s and/or subcontractor’s Commercial General Liability insurance. The contractor’s and/or subcontractor’s respective insurance carriers shall waive all rights of subrogation against Manager, BPMC and the City with respect to losses payable under such policies. Manager shall obtain and keep on file a Certificate of Insurance that shows that the contractor and/or subcontractor is so insured.

3.4. Mechanics or Other Liens. Manager shall, immediately after it is filed or claimed, have released (by bonding or otherwise) any mechanics’, materialman’s or other lien filed or claimed against any or all of the Project, by reason of labor or materials provided by or for Manager and for or about any or all of the Project during the Term. At no time shall any mechanics’, materialman’s or other lien which may be filed by any contractor, subcontractor or materialman of Manager attach to the City’s fee interest in the Land.

4. Payment of Net Revenues

4.1. Net Revenues; Operating Expenses. For purposes of this Agreement, the term “Net Revenues” means all rent payments and other revenue actually received by Manager from tenants of the Project less all Operating Expenses. For purposes of this Section 4, the term “Operating Expenses” means any and all reasonable and customary costs and expenses incurred by Manager for services performed by Manager or by others on behalf of Manager with respect to the operation and maintenance of the Project and the Management Services, including, without limitation, all costs and expenses of: any and all service contracts entered into by Manager pursuant to Section 2.2(c), any and all Real Estate Taxes (hereinafter defined) with respect to the Project, operating, maintaining (including reserves for capital repairs), repairing, lighting and cleaning the Project, providing security for the Project, purchasing and maintaining in full force and effect insurance for the Project, the salaries of all employees hired by Manager to work on-site at the Project and payroll, payroll taxes, employee benefits and related expenses of such on-site personnel, providing electricity, heating, ventilation and air conditioning to the Project, providing water and sanitary sewer services and other services, if any, furnished to the Project and complying with Applicable Laws, all in accordance with the Approved Annual Management Plan.

4.2. Payment of Net Revenues.

(a) Manager shall distribute and pay Net Revenues on a monthly basis
(except as otherwise indicated), as follows:

(i) First, beginning on January 1, 2017, to BPMC, Ten

Thousand Dollars ($10,000) (the “Priority Payment”), due on the first (151

day of each

calendar month during the Term;

(ii) Second, to pay the monthly debt service to any lender or lenders providing the Construction Debt with respect to the Redevelopment (each, a “Lender”);

(iii) Third, to Manager to pay an amount equal to eight percent (8%) on annual basis on all the Manager’s Equity not theretofore returned to the Manager under item Fourth below;

(iv) Fourth, to the Manager to repay the Manager’s Equity; and

to the Manager.

(v) Fifth. fifty percent (50%) to BPMC and fifty percent (50%)

(b) The amount of the Priority Payment paid by Manager during the “Construction Period” shall be credited as a reduction of any amounts payable to BPMC pursuant to Section 4.2(a)( v) hereof. For purposes of this Agreement, “Constuction Period” shall be the period beginning on construction start as described in Section 3.1 and ending on the sooner of: (i) June 30,2018, or (ii) “Completion of the Redevelopment”. “Completion of the Redevelopment” means the substantial completion, as determined by the Project architect, of all work described in the Redevelopment Plan.

4.3. Annual Statement. Within forty-five (45) days after the end of each calendar year, the Manager shall deliver to BPMC a statement (each, an “Annual Statement”) certified as true and correct by the Manager’s chief financial officer setting forth in reasonable detail (i) the amount of Gross Revenues and Operating Expenses actually incurred during the immediately preceding calendar year (or partial calendar year, as the case may be) and (ii) the amounts due to Manager and BPMC pursuant to Section 4.2. BPMC shall have the right to review all of Manager’s work papers and supporting documentation used in preparing the Annual Statement. In the event of a dispute with respect to an Annual Statement, the Manager and BPMC shall in good faith attempt to reconcile their differences with respect to such Annual Statement within sixty (60) days. If the parties are still unable to reach agreement, BPMC may engage an independent certified public accountant to review all books and records of the Manager related to the Project, complete copies of which books and records the Manager shall deliver to such accountant on request. Absent manifest error, the findings of such accountant shall final and binding. The parites shall share equally in the cost of such accountant, and Manager’s share shall be considered an Operating Expense, as defined herein. Amounts due to Manager and BPMC pursuant to Section 4.2 shall be paid by Manager within fifteen (15) days of the delivery to BPMC of the Annual Statement or the resolution of any disagreement as to amounts owed to BPMC.

4.4. Interest. All amounts to be paid by Manager to BPMC pursuant to this Section 4 which are not paid within thirty (30) days after notice from BPMC that such amounts were not received when due, shall bear interest at the rate of five percentage points in excess of the then current prime rate of interest.

4.5. Taxes. As of the date hereof, the Project is exempt from the payment of Real Estate Taxes (as defined below). BPMC and Manager shall use their respective best efforts to ensure that such tax exemption remains in effect during the Term of this Agreement. For purposes of this Lease, (i) “Real Estate Taxes” shall mean any and all real property or other taxes, metropolitan district charges, front-foot benefit assessments, special assessments, or other assessments or charges levied against any or all of the Land or the Project and payable with respect to any calendar or tax year or other period falling wholly or partly within the Term. In the event that Real Estate Taxes with respect to the Land or the Project become due and payable during the Term, then the Priority Payment due to BPMC shall be reduced by the amount of such Real Estate Taxes, and in the event the reductions in the Priority Payment contemplated in this Agreement exceed the amount of the Priority Payment, the City shall make other economic accommodations for the benefit of the Manager such that neither the Manager nor the Project shall bear the burden of any Real Estate Taxes.

5. Records and Reports.

5.1. Records. Manager shall maintain a comprehensive system of records, books and accounts in form and in accordance with standards reasonably acceptable to BPMC and consistent with the requirements of the Lender. BPMC and its representatives shall, during normal business hours and upon at least five (5) days prior written notice to Manager, have access to such records, books and accounts and to all files and all other materials pertaining to the Project and this Agreement, all of which Manager agrees to keep safe and available. Manager will cooperate with and give reasonable assistance to any accountant or other person designated by BPMC to examine such records.

5.2. Financial Reporting.

(a) Manager will provide to BPMC, within thirty (30) days of the end of each quarter, financial statements including a balance sheet, profit and loss statement and an income and cash flow statement with respect to the Project.

(b) Manager will provide to BPMC, within thirty (30) days after each month end, a rent roll for the Project.

(c) After completion of the Redevelopment, Manager will provide (i) within thirty (30) days thereafter, projected income statement, monthly leasing schedule and monthly operating statement for the next twelve (12) months, and (ii) within forty-five (45) days after each quarter year end, an operating statement for the Project.

(d) Manager shall prepare such other monthly reports relating to the
Project as BPMC may reasonably request.

5.3. Annual Reports. Within forty-five (45) days after the end of each fiscal year end, Manager shall deliver to BPMC along with the Annual Statement, a profit and loss statement showing all revenues, expenses and the results of operations for the immediately preceding year, and a balance sheet for the Project as of the end of such year, all prepared on a in accordance with generally accepted accounting principles consistently applied.

6. Expenses.

6.1. Payment of Operating Expenses. Beginning when personnel are first located at the Project, all payments made or Operating Expenses incurred by Manager in the performance of the Management Services shall be paid directly by Manager. If any on-site employee is working on assets other than the Project, Manager shall reasonably allocate the employee’s associated expense between the locations where the employee is working.

6.2. Source of Payment. Any authorized payments made by Manager, on behalf of BPMC or otherwise, while performing the Management Services shall be made out of funds in the Operating Account as described in Section 2.2.

7. Insurance and Indemnification.

7.1. General Insurance Provisions.

(a) It is the intention of the parties hereto for Manager to provide primary liability insurance coverage for both BPMC and Manager as it pertains to the management of the Project. Thus, BPMC is (i) to be included as an additional insured under Manager’s general liability insurance covering liability associated with the Project, such coverage shall be primary to and noncontributory with and coverage held by BCMP and (ii) to receive a waiver of all insurers’ rights of subrogation against BPMC under all insurance policies of BPMC required by this Agreement.

(b) All insurance policies required of either party under this Agreement shall (i) be issued by companies authorized to do business in the state in which the Project is located, and which shall have an A.M. Best rating of A-, VII, or better, and (ii) require at least thirty (30) days’ notice to the other party of cancellation of coverage (and ten (10) days’ notice for non-payment of premiums).

7.2. Manager’s Insurance. Manager shall maintain or cause to be maintained, at its expense and at all times during the term of this Agreement, the following insurance which may be maintained pursuant to Manager’s portfolio insurance:

(a) “Special Cause of Loss Form” (f/k/a “All Risk”) property damage insurance that provides replacement cost valuation coverage for all risks covered by such property insurance, including builder’s risk if applicable, with policy limits of at least ninety percent (90%) of the full replacement cost of the buildings, improvements, and personal property of BPMC from time to time located in the Project. Any deductible in such policy shall not exceed Fifty Thousand Dollars ($50,000). Such policy shall include (or Manager shall separately procure) (i) loss of rental income, business interruption for a period of at least 12 month and extra expense coverage or similar insurance protecting against lost income due to damage to the Project and (ii) Equipment Breakdown Coverage insurance covering electrical or mechanical equipment that is used in the generation, transmission or utilization of energy (such insurance to include loss of use coverage/business interruption due to such failures). Such coverage can be provided through the use of blanket limits of insurance.

(b) Commercial General Liability Insurance (“CGL”) and Umbrella Liability Insurance, written on an occurrence basis, including contractual liability coverage, with limits of not less than Ten Million Dollars ($10,000,000) combined for bodily injury and property damage liability, with a completed operations endorsement. Such limits can be obtained through the use of both primary and Umbrella or Excess insurance policies.

(c) Automobile Liability Insurance, covering both owned and non-owned vehicles, with limits of not less than One Million Dollars ($1,000,000), combined single limit for bodily injury and property damage.

(d) Workers’ Compensation Insurance, as required by the jurisdiction in which the Project is located, covering all Manager’s employees and Employer’s Liability Insurance with limits of not less than One Million Dollars ($1 ,000,000) for bodily injury by accident and One Million Dollars ($1,000,000) for bodily injury by disease.

(e) Commercial Crime and/or Employee Dishonesty Insurance, covering the activities of all of its employees who may handle or be responsible for monies or other property of Manager, with coverage for Theft or Theft of Client Property, with limits of not less than Two Million Dollars ($2,000,000).

(f) Real estate manager’s Professional Liability (Errors and Omissions) Insurance with a minimum annual aggregate limit of ($2,000,000).

(g) Certificates evidencing the renewal or replacement of all policies of insurance to be procured by Manager pursuant to this section shall be delivered by Manager to BPMC promptly following the renewal of each respective policy term.

7.3. BPMC’s Insurance. BPMC shall maintain, at its expense, any policies of insurance as may be required under the BPMC Lease or that it may deem commercially reasonable or appropriate to the extent that such coverage is not provided by the Manager as required herein.

7.4. Release and Waiver of Claims. BPMC and Manager each release and waive any right of recovery against the other (and against the other’s respective officers, directors, shareholders, partners, members, employees, subsidiaries, agents, affiliates, contractors, lenders, trustees, beneficiaries, licensees, successors and assigns), for any bodily injury, property damage or loss covered by any policy of insurance required by this Agreement. No insurance policy required by this Agreement shall prohibit such release and waiver. In addition, the insurance policies required of BPMC and Manager by this Agreement shall contain a waiver of claims against the other by the insurer, whether by subrogation or otherwise (and against the other’s respective officers, directors, shareholders, partners, members, employees, subsidiaries, agents, affiliates, contractors, lenders, trustees, beneficiaries, licensees, successors and assigns). If any insurance policy required by this Agreement provides that a waiver of subrogation may only be granted by endorsement, BPMC or Manager, as the case may be, shall secure an endorsement providing the waiver of subrogation.

7.5. Manager’s Indemnity. Subject to Section 7.4 hereof, to the extent not covered by BPMC’s insurance required hereunder, Manager shall indemnify, defend, protect and hold harmless BPMC, and its officers, directors, shareholders, partners, members, employees, subsidiaries, agents, affiliates, contractors, lenders, trustees, beneficiaries, licensees, successors and assigns, from and against all claims, losses and liabilities (including all expenses and reasonable attorneys’ fees) which arise out of the negligence, willful misconduct, fraud or criminal conduct of Manager or Manager’s breach of its obligations under this Agreement. With respect to claims (i) covered by the foregoing indemnity by Manager, but (ii) not covered by Manager’s general liability insurance, Manager shall defend BPMC through counsel of Manager’s choice (which counsel shall be subject to BPMC’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed).

7.6. BPMC’s Indemnity. Subject to Section 7.4 hereof, to the extent not covered by BPMC’s or Manager’s insurance required hereunder, BPMC shall indemnify, defend, protect and hold harmless Manager, and its officers, directors, shareholders, partners, members, employees, subsidiaries, agents, affiliates, contractors, lenders, trustees, beneficiaries, licensees, successors and assigns, from and against all claims, losses and liabilities (including all expenses and reasonable attorneys’ fees) which arise out of or in connection with BPMC’s breach of its obligations under this Agreement. With respect to claims (i) covered by the foregoing indemnity by BPMC, but (ii) not covered by BPMC’s general liability insurance, if any, BPMC shall defend Manager through counsel of BPMC’s choice (which counsel shall be subject to Manager’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed).

7.7. Survival. All indemnities contained in this Agreement shall survive the expiration or termination of this Agreement for a period of two (2) years.

7.8. Inclusion of Manager’s Subsidiary. The parties agree that, if Manager decides to place Project employees on the payroll of a subsidiary of Manager (provided such employees are performing Manager’s duties hereunder), the term “Manager” as used in this section shall also apply to such subsidiary; provided that the foregoing shall not be deemed to release Manager from liability under this Agreement.

7.9. Claims Handling. Manager shall notify BPMC immediately after Manager becomes aware of any accidents or claims relating to the operation and maintenance of the Project or any damage or destruction to the Project. Manager shall thereafter promptly investigate and shall report in detail to BPMC regarding the estimated costs of repair. Manager is hereby authorized to settle any claim against any party without the prior written consent of BPMC.

7.10. No Punitive or Consequential Damages. Notwithstanding anything herein to the contrary, BPMC’s and Manager’s sole and exclusive remedy for breach of this Agreement by the other party, other than a breach for fraud, shall be the recovery from BPMC or Manager, as the case may be, of actual damages, and in no event will BPMC or Manager be liable for any punitive, special or consequential damages, with the following two exceptions: (a) if and to the full coverage limits of any available insurance coverage, and (b) with respect to any indemnification obligation pursuant to Sections 7.5 or 7.6 owing to third party claims. It is the intent of the parties that all available insurance shall be available to respond to all claims made and that the limitation of liability described in this paragraph shall not have any applicability to claims for which there is insurance coverage.

8. Restoration.

8.1. Obligation to Restore.

(a) If any of the Project is damaged or destroyed (“Casualty”), Manager shall (unless this Agreement is terminated under Section 8.2) commence and complete Restoration with reasonable diligence at Manager’s expense in accordance with all Applicable Laws. For purposes of this Section 8, “Restoration” means the repair, restoration and/or rebuilding of any or all of the Project after any damage thereto or destruction thereof, with such alterations or additions thereto as are made by Manager in accordance with this Agreement, together with any temporary repairs or improvements made to protect the Project pending the completion of such work.

(b) All insurance proceeds payable as a result of such Casualty under policies of insurance against such Casualty (“Casualty Proceeds”) shall be held by BPMC to administer the disbursement to the appropriate parties as Restoration progresses. When such Restoration has been completed and the cost thereof paid in full, so that no mechanics’, materialmens’ or similar lien for labor or materials supplied in connection therewith may attach to the Project, the balance, if any, of such Casualty Proceeds shall be paid to BPMC.

(c) Anything in this Agreement to the contrary notwithstanding, on the expiration or earlier termination of this Agreement before such Restoration is completed free and clear of any such liens, any Casualty Proceeds not theretofore applied to the cost of such Restoration shall be paid to BPMC.

8.2. Option to Terminate. Notwithstanding the foregoing to the contrary, (a) in the event of a total or substantially complete destruction of the Project, (b) in the event that the Project is destroyed to such extent that BPMC or Manager determines that it would be uneconomical to cause the same to be repaired, restored, or replaced, (c) if the cost of the Restoration after a Casualty loss affecting the Project is estimated by BPMC or Manager, in its commercially reasonable discretion, to exceed the insurance proceeds to be made available for Restoration, or (d) in the event that a Casualty occurs that materially damages the Project during the last five (5) years of the Term, then either BPMC or Manager may elect to terminate this Agreement and, upon such termination, Manager shall raze the improvements in lieu of Restoration but only if so directed by BPMC. If BPMC elects to have Manager raze the improvements, then (x) the improvements shall be completely razed by Manager in a clean and safe condition, as soon as reasonably practicable using diligent, good faith efforts, such work being undertaken in accordance with plans and specifications reasonably approved by BPMC and the City, (y) upon the completion of such razing, all insurance proceeds (net of the cost of razing the improvements, including the cost of adjusting the insurance claim arising from such Casualty) shall be paid over, in full, to BPMC (in prompt fashion with due accounting), and (z) upon such razing and clearing being completed, this Agreement shall be deemed terminated and of no further force and effect (in such event the parties shall promptly execute and deliver an acknowledgment of termination of this Agreement.

8.3. Effect on Agreement. Except as is otherwise expressly permitted by Section 8.2, no total or partial Casualty shall entitle Manager to surrender or terminate this Agreement, or relieve Manager from its liability hereunder to pay in full the Priority Payment and all other sums and charges which are otherwise payable by Manager hereunder, or from any of its other obligations hereunder, and Manager hereby waives any right now or hereafter conferred on it by statute or otherwise, except as specified in this Section 8, on account of any such Casualty, to surrender this Agreement, or have any suspension, diminution, abatement or reduction of the Priority Payment or other sum payable by Manager hereunder.

9. Utilities.

9.1. Public Utility Charges. Manager shall pay or cause to be paid all charges for all gas, electricity, light, heat, steam, power, water and sewerage, telephone, cable or other communication services used, and other services rendered or supplied, upon or in connection with the Project during the Term.

9.2. Tie-Ins to Existing Utilities; Access. Manager and its subtenants shall have the right to (i) tie into and utilize any and all existing utilities serving the Project, provided that such use of Project utilities shall be separately sub-metered by Manager or its subtenants and (ii) utilize all common areas of the Project for the purpose of access, ingress and egress to and from the Project.

10. Term and Termination.

10.1. Term. Subject to the rights of the parties to terminate this Agreement as set forth in this Section 11, and so long as the BPMC Lease is in effect, the term of this Agreement will commence on January 1, 2017, and shall continue for an initial term of fifteen (15) years (the

“Initial Term”). Manager shall have the option to extend the Term (each a “Renewal Option”) for seven (7) periods of five (5) years each (each a “Renewal Period”). Each Renewal Option shall be exercisable by Manager by giving notice of the exercise of the applicable Renewal Option to BPMC not less than twelve ( 12) months before the expiration of the Initial Term or the current Renewal Period, as applicable. Before this Agreement terminates for failure to timely renew, BPMC will give the Manager a reminder notice whereupon this Agreement will terminate thirty (30) days after BPMC gives the reminder notice unless the Manager exercises its renewal right within such thirty (30) days. Each Renewal Period shall be upon the same terms, covenants and conditions set forth herein with respect to the Initial Term, except that the Renewal Options shall remain as stated in this Section 11.1. The Manager’s obligation to pay the Priority Payment shall continue without interruption during any Renewal Period. All references in this Agreement to “Term” shall include the Initial Term and any Renewal Period for which Manager shall have effectively exercised its Renewal Option.

10.2. Termination by BPMC for Cause. Except as provided in Section 11.3 hereof, BPMC may terminate this Agreement, effective thirty (30) days after receipt by Manager of written notice of BPMC’s election to do so, if:

(a) Manager is in default of any of its material obligations under this Agreement, and Manager has not remedied such default within thirty (30) days after being provided notice of same; provided, however, that if such default is not reasonably subject to cure within thirty (30) days, then Manager shall have such additional time as may be reasonably required to cure same, not to exceed a total cure period of one hundred twenty ( 120) days, provided the Manager commences the cure within thirty (30) days and diligently pursues same thereafter; or

(b) a receiver, liquidator or trustee of Manager shall be appointed by court order, or a petition to liquidate or reorganize Manager shall be filed against Manager under any bankruptcy, reorganization or insolvency law and such order or petition is not vacated or dismissed within sixty (60) days, or Manager shall file a petition in bankruptcy or request a reorganization under any provision of the bankruptcy, reorganization or insolvency laws, or if Manager is adjudicated a bankrupt.

10.3. Failure by Manager to Pay BPMC. If, at any time during the first five (5) years of this Agreement, Net Revenues are insufficient to enable Manager to make any payment to BPMC required by Section 4.2(a) of this Agreement, Manager may fund such shortfall from its own sources and such shortfall amounts shall accrue interest at the rate of six percent (6%) per annum, all of which shall be credited as a reduction of any amounts payable to BPMC pursuant to Section 4.2(a)(v) hereof.

10.4. Lender’s Rights to Cure. Notwithstanding the foregoing, the parties acknowledge and agree that Manager shall have the right to collaterally assign this Agreement to the holder of the Construction Debt (the “Lender”) as collateral for a construction loan to be made to Manager with respect to the Redevelopment. The form of such collateral assignment is attached hereto as Exhibit B (the “Collateral Assignment”). Pursuant to the terms of the Collateral Assignment, the Lender has the right to assume the obligations of Manager hereunder and to effect a cure of any default by Manager. In addition, no act or failure to act on the part of Manager

which would entitle BPMC under the terms of this Agreement, or by law, to terminate this
Agreement, shall actually result in a termination of this Agreement unless and until:

(a) BPMC shall have first given written notice of Manager’s default to the Lender, specifying the act or failure to act on the part of Manager which could or would give BPMC the right to terminate this Agreement.

(b) Such Lender, after receipt of such notice, has failed or refused to correct or cure the condition complained of within the time permitted Manager hereunder.

10.5. Termination by Manager. Manager may terminate this Agreement, effective thirty (30) days after receipt by BPMC of written notice of Manager’s election to do so, if:

(a) BPMC is in default of any of its material obligations under this Agreement (including the failure to operate the Property in accordance with the then applicable Approved Annual Management Plan), and BPMC has not remedied such default within thirty (30) days after being provided notice of same; provided, however, that if such default is not reasonably subject to cure within thirty (30) days, then BPMC shall have such additional time as may be reasonably required to cure same, not to exceed a total cure period of one hundred twenty (120) days, provided the Manager commences the cure within thirty (30) days and diligently pursues same thereafter; or

(b) BPMC and Manager disagree on whether to characterize a particular construction, renovation or repair project that meets the criteria as stated above as a “Major Capital Improvements, Renovations, or Reconstrution of the Project” and BPMC is unwilling to pay the costs thereof.

(c) a receiver, liquidator or trustee of BPMC shall be appointed by court order, or a petition to liquidate or reorganize Manager shall be filed against Manager under any bankruptcy, reorganization or insolvency law and such order or petition is not vacated or dismissed within sixty (60) days, or BPMC shall file a petition in bankruptcy or request a reorganization under any provision of the bankruptcy, reorganization or insolvency laws, or if Manager is adjudicated a bankrupt.

10.6. Manager’s Obligations after Termination. Upon the expiration or termination of this Agreement, Manager shall:

(a) deliver to BPMC, or to such other person or persons designated by BPMC, copies of all books and records of the Project, original copies of all leases and sublease with tenants of the Project, and all funds in the possession of Manager belonging to BPMC or received by Manager pursuant to the terms of this Agreement;

(b) deliver to BPMC any and all funds of BPMC on hand or in any bank account, including all security deposits of tenants, if not previously delivered to BPMC, less any unpaid amounts due to Manager under this Agreement;

(d) deliver to BPMC all materials, supplies, keys, contracts, documents, plans, specifications, promotional materials, leads and marketing reports, and other materials pertaining to the Project; and

(e) assign, transfer or convey to BPMC all service contracts and personal property relating to or used in the operation and maintenance of the Project, except any personal property which was paid for and is owned by Manager. Manager shall, at its cost and expense, remove all signs that it may have placed at the Project indicating that it is Manager of the Project and repair and restore any damage resulting therefrom. Manager shall also, for a period of ninety (90) days after such expiration or termination, make itself available to consult with and advise BPMC, or such other person or persons designated by BPMC, regarding the operation and maintenance of the Project.

11. Rights to Use Name; Transfer/Assignment of Other Rights and Approvals. During the Term of this Agreement, Manager shall have the non-exclusive right to use the name “Cross Street Market”, “Historic Cross Street Market” and any derivation thereof, for any and all purposes, including, without limitation, marketing and leasing of the Project. In addition, Manager shall have the right to use, for any and all purposes reasonably determined by Manager, all fixtures, furniture and equipment now or hereafter located in or about the Project, all permits, approvals, licenses, minor privileges or personal property relating to the Project, and any and all other personal property or general intangibles reasonably necessary for the operation and management of the Project.

12. City Requirements.

12.1. Urban Renewal Plan. The Project is within the boundaries of the South Baltimore Business Area Urban Renewal Plan established by Ordinance No. 930 originally approved June 24, 1975, as amended, and is subject to the Urban Renewal Plan (the “Urban Renewal Plan”), as amended and adopted pursuant to said Ordinance.

12.2. MBE/WBE Requirements. Manager shall comply with the City’s minority business enterprise and women’s business enterprise programs and equal employment opportunity program as set forth in Article 5, Subtitle 28 of the Baltimore City Code (the “MBEIWBE Law”) if applicable. The Manager shall execute a Commitment to Comply document within thirty (30) days of the Effective Date. The terms of compliance with the MBE/WBE Law shall be as established by the City’s Minority and Women’s Business Opportunity Office in its sole discretion.

12.3. Employ Baltimore: Local Hiring.

(a) If applicable, Manager shall comply with the Employ Baltimore Executive Order, dated as of December 18, 2013, and shall work with the Mayor’s Office of Employment Development in order to comply with the requirements of such executive order. Manager shall prepare, and submit for approval by the City, an employment and career development plan which details Manager’s employment, hiring, and training needs and the

educational and information opportunities that the Project provides. Manager shall cooperate with BPMC, the City and the Mayor’s Office of Employment Development to establish appropriate recruitment, training, and referral services in accordance with such development plan.

(b) If applicable, Manager shall comply with City Council Ordinance No. 13-142 concerning Local Hiring requirements (the “Local Hiring Law”), and shall work with the Mayor’s Office of Employment Development in order to comply with the requirements of the Local Hiring Law.

13. Liguor Licenses. Manager shall have the right to apply for any and all approvals relating to liquor licenses that Manager determines are appropriate or necessary for the management and operation of the Project, and BPMC agrees to cooperate in any manner reasonably requested by Manager in connection with the foregoing, including, without limitation, executing and delivering any and all applications, permits, agreements and certificates reasonably requested by Manager.

14. Off-Site Improvements. BPMC agrees to cooperate, as reasonably requested by Manager, in connection with Manager’s efforts to endeavor to obtain commitments from the City and its various agencies to (a) improve substantially the area located at the northwest corner of the “West Street Market Garage” (the “Garage”) in order to create a more attractive visually-pleasing connection from the Garage to the Project (e.g., improving access from the Garage to the Project, relocating and more effectively screening dumpsters and other unattractive items, and refurbishing sidewalks, streetscape lighting and other street improvements), and (b) add a level of parking to the Garage.

15. No Agency. Manager is an independent contractor and, as such, shall be solely responsible for all of its employees, for the supervision of all persons performing services in connection with the Project as set forth herein, and for determining the manner and time of performance of all acts hereunder. Nothing herein contained shall be construed to create a joint venture or partnership between Manager and BPMC.

16. Consents and Approvals. To be effective, consents and approvals ofBPMC shall generally be in writing unless circumstances do not permit or reasonable documentation of the consent or approval is prepared and retained by Manager. Email shall be considered a sufficient form of writing for such consents and approvals.

17. Assignment. Except for the Collateral Assignment, this Agreement may not be assigned by the Manager without BPMC’s prior written approval, which consent may not be unreasonably withheld. It shall be deemed reasonable to withhold consent if BPMC is not reasonably satisfied that the proposed assignee has the necessary experience and/or financial strength to perform the obligations of Manager hereunder. Without derogating from the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns.

18. No Waiver. The failure of either party to seek redress for breach, or to insist upon the strict performance of any covenant, agreement, provision or condition of this Agreement shall not constitute a waiver thereof, and that party shall have all remedies provided herein and by

applicable law with respect to any subsequent act which would have originally constituted a breach.

19. Public Relations. Following the commencement of the Redevelopment, Manager may issue a press release announcing its engagement as Manager of the Project.

20. Public Record. Manager recognizes that the Project is a public market, and therefore the finances of the Project and the manner of operation may be matters of public record.

21. Notices. Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in Person, (b) by a nationally recognized commercial overnight courier that guarantees next day delivery and provides a receipt, or (c) by electronic mail with confirmation of delivery from the sender’s electronic mail system, and such notices shall be addressed as follows:

Manager: CSM Ventures, LLC
1 Olympic Place, Suite 1210
Towson, MD 21204
Attention: Arthur Adler and Arsh Mirmiran Email: aadler@cavesvalleypartners.com and amirmiran @cavesvalleypartners.com

With a copy to: Gallagher Evelius & Jones LLP
218 North Charles Street, Suite 400
Baltimore, Maryland 21201
Attention: Mark P. Keener, Esquire
Email: mkeener@gejlaw.com

BPMC: Baltimore Public Markets Corporation
400 W. Lexington Street, 2nd floor office
Baltimore, MD 21201-1752
Attn: Exective Director

With a copy to: Baltimore City Law Department
100 N. Holliday Street
Baltimore, MD 21202
Attn: City Solicitor

Any such notice shall be deemed to have been received: (i) when the written (non-email) notice is received by the recipient or when delivery to said address is attempted but refused or on the date of attempted delivery if the address is no longer valid if sent by registered or certified mail or overnight courier, (ii) on the date of sending by email to said email address if sent during business hours on a business day (otherwise on the next business day), but only if also sent by other means permitted by subsection (b) on the same day, and (iii) on the date of delivery by hand

if delivered during business hours on a business day (otherwise on the next business day). Any party hereto may change its address and/or email address for service of notices by giving notice to the other party in the manner provided in this section.

22. Interpretation. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural, and the plural shall include the singular. Titles of articles, sections, subsections and paragraphs in this Agreement are for convenience only and neither limit nor amplify the provisions of this Agreement. All references in this Agreement to Exhibits, articles, sections, subsections or paragraphs shall refer to Exhibits, articles, sections, subsections and paragraphs of this Agreement, unless specific reference is made to the Exhibits, articles, sections or other subdivisions of another document or instrument. This Agreement shall not be interpreted in favor of either party by virtue of such party not having prepared this Agreement. The words “herein”, “hereof’, “hereunder”, “hereby”, “this Agreement” and other similar references shall be construed to mean and include this Agreement and all amendments and supplements hereto unless the context shall clearly indicate or require otherwise. The words “include”, “includes” and “including” shall be deemed to be followed by the words “without limitation”. As used herein, “good faith” means “honesty in fact” as such phrase is used in the Uniform Commercial Code, as adopted in the state in which the Project is located as of the Effective Date of this Agreement.

23. Applicable Law. This Agreement shall be construed in accordance with the laws of the state in which the Project is located. Manager will comply n every material respect with any and all Federal, State and municipal laws, ordinances, rules, regulations, rders, and notices now or hereafter in force or issued which may be applicable to any and all of the work or operations to be done (“Applicable Law”), performed or carried on by Manager under the provisions of this Agreement, including, but not limited to (a) Part II, Chapter 36 of the Baltimore City Building, Fire, and Related Codes concerning Visitability Requirements for Publicly Assisted Dwellings, if applicable; (b) the Employ Baltimore Executive Order, if applicable (c) the Local Hiring Law, if applicable, (d) the Urban Renewal Plan, (e) the MBE/WBE Law, if applicable and (f) the Zoning and Building Codes of the City.

24. Entire Agreement. This Agreement embodies the entire understanding of the parties and there are no further agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof.

25. Waiver of Right to Trial by Jury. The parties hereby expressly waive any right to trial by jury of any claim, demand or cause of action (a) arising under this Agreement, including any amendments of this Agreement, or (b) in any way connected with or related to the dealings of the parties to this Agreement with respect to this Agreement, in each case whether now existing or hereafter arising, and the parties hereby agree and consent that any such claim, demand, or cause of action shall be decided by court trial without a jury, and that either party may file a copy of this section with any court as written evidence of the consent of the other party to the waiver of the other party’s right to trial by jury.

26. Attorneys’ Fees. In case of any action or proceeding brought to enforce the terms and provisions of this Agreement, the unsuccessful party in any such action or proceeding shall pay for all costs, expenses and reasonable attorneys’ fees incurred by the prevailing party in

enforcing the covenants and agreements of this Agreement, upon the entry of a final non-appealable judgment.

27. Counterparts; Delivery. This Agreement may be executed by counterpart. The delivery of an executed counterpart of this Agreement by facsimile or as a PDF or similar attachment to an email delivered in accordance with this Agreement shall constitute effective delivery of such counterpart for all purposes with the same force and effect of delivery of an original, executed counterpart.

28. Force Majeure. The obligations of BPMC and of Manager under this Agreement shall be excused for that period of time that BPMC or Manager, as applicable, cannot fulfill such obligations by reason of delays beyond its control, including without limitation acts of God, extraordinary inclement weather, war, insurrection, terrorists acts, labor strikes, inability to obtain necessary materials or supplies, inability to obtain necessary permits, licenses or approvals after timely and diligent pursuit.

29. Time of the Essence. Time is of the essence in the performance of this Agreement.

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enforcing the covenants and agreements of this Agreement, upon the entry of a final non-appealable judgment.

29. Time ofthe Essence. Time is of the essence in the performance of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

WITNESS: BPMC:

BALTIMORE PUBLIC MARKETS CORPORATION,
a Maryland corporation

Date: (\) ov. 20! r_

MANAGER:

CSM VENTURES, LLC,
a Maryland limited liability company

/ By:—- (SEAL)
Name: lt #”‘\
Title: !’>

Date: \ D [2 { /\ b
LIST OF EXHffiiTS A. The Land
B. Form of Collateral Assigment of Management Agreement
C. Prohibited Uses
D. Redevelopment Plan
E. Development Budget and Schedule

EXHIBIT A DESCRIPTION OF LAND
Ward- 23 Section- 04 Block- 0950 Lot- 096

#561007v2
013461-0003

A-I

EXHIBIT B

FORM OF COLLATERAL ASSIGNMENT OF MANAGEMENT AGREEMENT COLLATERAL ASSIGNMENT OF MANAGEMENT AGREEMENT
THIS COLLATERAL ASSIGNMENT OF MANAGEMENT AGREEMENT (this “Assignment”) is made as of the_ day of , 20_, by CSM VENTURES, LLC, a Maryland limited liability company (the “Borrower”), to and for the benefit of , a
—–(the “Bank”).

RECITALS

WHEREAS, the Bank is making a $__ construction loan (the “Loan”) to the
Borrower, evidenced by a Promissory Note of even date herewith in the principal amount of
$ from the Borrower to the order of the Bank (the “Note”); and

WHEREAS, the Assignor’s obligations under the Note are secured by a Leasehold Deed of Trust, Assignment of Rents and Security Agreement of even date herewith from the Baltimore Public Market Corporation (“BPMC”) to the Trustees named therein for the benefit of the Bank (the “Deed of Trust”); and

WHEREAS, the Deed of Trust is secured by BPMC’s leasehold interest in that certain real property known as Cross Street Market and located at 1065 South Charles Street in Baltimore, Maryland (the “Property”) and all improvements now or hereafter existing or constructed thereon; and

WHEREAS, the Loan is also evidenced by that certain Construction Loan Agreement dated as of even date herewith by and between the Bank and the Borrower (which Construction Loan Agreement, as the same may from time to time be renewed, extended, amended, restated, supplemented or otherwise modified, is herein called the “Loan Agreement”); and

WHEREAS, the Borrower has entered into that certain Management Agreement (which Management Agreement, as the same may from time to time be renewed, extended, amended, restated, supplemented or otherwise modified, is herein called the “Management Agreement”) with BPMC, which agreement describes the rights, responsibilities and obligations of the Borrower and BPMC with respect to the operation and management of the Property; and

WHEREAS, as a condition to the Bank’s making of the Loan pursuant to the Loan Agreement, the Bank has required the Borrower to assign the Management Agreement to the Bank in order to secure the Obligations of the Borrower. As used in this Assignment, the term “Obligations” means the obligations of the Borrower: (i) to pay when and as due all principal, interest, late charges and other fees and expenses owed by the Borrower to the Bank in connection with the Loan; and (ii) to perform and observe all of the terms, provisions, covenants, and conditions set forth and contained in the Loan Agreement and other Loan documents.

AGREEMENTS

NOW, THEREFORE, for and in consideration of the Bank’s entering into the Loan Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower hereby agrees as follows:

1. Assignment. The Borrower does hereby grant, assign, transfer and set over unto the Bank, as additional security for the payment and performance of the Obligations (as defined in the Loan Agreement), all of the Borrower’s right, title and interest in, to and under the Management Agreement. The assignment of the Management Agreement is absolute, unconditional, and immediate and is intended to transfer and convey to the Bank the present right to the Management Agreement; provided, however, that the Bank may not exercise its rights hereunder and the Borrower shall have all rights and benefits in and to the Management Agreement unless and until an Event of Default (as defined in the Loan Agreement) shall have occurred and all applicable notice and cure periods provided for in the Loan Agreement have expired without the Borrower curing such default to the reasonable satisfaction of the Bank.

2. No Duty to Assume Obligations.

(a) The Borrower agrees that the Bank does not assume any of the obligations or duties of the Borrower under or with respect to the Management Agreement unless and until the Bank shall have given BPMC written notice that it has affirmatively exercised its rights to replace the Borrower as the party to such Management Agreement following the occurrence of an Event of Default under the Loan Agreement. Subject to the provisions with Section 2(b) hereof, the Bank may, in its sole and absolute discretion, reassign its right, title and interest in the Management Agreement without any requirement for the Borrower’s consent.

(b) If the Bank exercises its right to replace the Borrower in accordance with this Assignment, immediately thereafter the Bank shall provide all evidence reasonably required by BPMC to enable BPMC to confirm that the Bank has engaged the services of an operator that has (i) sufficient background and experience in operating and managing retail developments similar to the Property, and (ii) the ability to satisfy the specific operating requirements of the Management Agreement, and BPMC agrees to provide written confirmation to the Bank of its approval of such operator.

3. Representations and Warranties. The Borrower represents and warrants that (a) there have been no prior assignments of the Management Agreement by the Borrower, and to the knowledge of the Borrower, there have been no prior assignments of the Management Agreement by any other party, (b) the Management Agreement is a valid, enforceable agreement, (c) the Borrower has full power and authority to execute and deliver this Assignment, (d) no defaults by the Borrower exist under the Management Agreement, and to the knowledge of the Borrower, and (e) all covenants, conditions and agreements under the Management Agreement have been performed as required by or on behalf of the Borrower. The Borrower agrees that no cancellation or termination or change in the terms of the Management Agreement shall be valid without the written approval of the Bank unless permitted under the Loan Agreement. The Borrower agrees not to further assign or otherwise transfer its interest in the Management Agreement so long as this Assignment is in effect. The Borrower shall notify the Bank of any material default or breach under

or of the Management Agreement, of any failure of performance or other condition thereunder or of the occurrence of any event which with notice or the passage of time or both would become a default or breach thereunder.

4. Performance of Obligations. The Borrower shall perform, comply with and observe in a timely manner each obligation of the Borrower under the Management Agreement in strict compliance with the terms and conditions thereof. The Assignor shall not waive, excuse, condone or in any manner release or discharge any party from any obligation or agreement under the Contracts or the Permits without the prior written approval of the Lender, but shall, at its sole cost and expense, enforce and secure the performance of each obligation and agreement to be performed, complied with or observed by any and all such parties.

5. Costs; Further Assurances. The Borrower agrees to pay all reasonable and documented costs and expenses (including without limitation attorneys’ fees) which the Bank may incur in exercising any of its rights under this Assignment and the Borrower agrees to promptly execute and deliver to the Bank, at the Bank’s request, such other and further assurances hereof as the Bank may from time to time require.

6. No Liabilitv; Indemnification. The Bank shall not be liable for any loss sustained by the Borrower because of any act or omission of the Bank in operating the Property, unless such loss is caused by the Bank’s fraud, gross negligence or willful misconduct. This Assignment shall not operate to place upon the Bank any responsibility or liability for the control, care, operation or repair of the Property, for performing any duty or obligation under the Management Agreement for any dangerous or defective condition of the Property, or for any negligence in the operation, maintenance, repair or control thereof resulting in loss or injury or death to any tenant, licensee, employee or other person. The Borrower hereby agrees to indemnify the Bank for, and to hold the Bank harmless from, any and all liability, loss or damage which may be incurred under or by
· reason of this Assignment, and from any and all claims and demands whatsoever which may be
asserted against the Bank by reason of any alleged obligation or undertaking on its part to perform or discharge any of its authority or obligations under the Management Agreement. If the Bank incurs any such liability under the Management Agreement or by reason of this Assignment or in defense of any such claim or demand, the amount thereof and of any and all reasonable and documented attorneys’ fees or other expenses incurred by the Bank in connection therewith shall be secured hereby and the Borrower shall reimburse the Bank therefor immediately upon demand; provided, however, that such indemnity shall not be available to the Bank to the extent that such claims, demands, losses, liabilities, damages or related expenses are the result of (i) the gross negligence or willful misconduct of the Bank or (ii) a claim brought by Borrower or any affiliate thereof against the Bank for breach in bad faith of the Bank’s obligations hereunder or under the Loan Agreement.

7. Security Agreement. It is intended that this Assignment shall also constitute a security agreement, and the Bank shall have the rights and remedies of a secured party under the Maryland Uniform Commercial Code upon the occurrence of an Event of Default (as defined in the Loan Agreement).

8. Amendments. The Borrower agrees that this Assignment can be waived, modified, amended, terminated or discharged only explicitly in a writing signed by the Bank, except that

upon payment in full of the Obligations, this Assignment shall automatically become null and void and of no further force or effect; provided, that the affidavit, certificate, letter or statement of any officer, agent or attorney of the Bank stating that any of the Obligations remain unpaid or unperformed, shall be conclusive evidence of the validity and continuing force and effectiveness of this Assignment, and any person shall be entitled to rely thereon. A waiver signed by the Bank shall be effective only in a specific instance and for the specific purpose given. Mere delay or failure to act shall not preclude the exercise or enforcement of any of the Bank’s rights or remedies under this Assignment. All rights and remedies of the Bank shall be cumulative and may be exercised singularly or concurrently, at the Bank’s option, and the exercise or enforcement of any one such right or remedy shall neither be a condition to, nor bar the exercise or enforcement of, any other.

9. Complete Understanding. This Assignment, when executed by the parties hereto contains the complete and entire understanding of the parties with respect to the subject matter hereof, and no changes shall be recognized as valid unless they are made in writing and similarly executed.

10. Successors and Assigns; Assignment. This Assignment shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. The Borrower may not assign its interest in this Assignment without the Bank’s prior written consent. The Bank may assign or participate its interest in this Assignment in accordance with the provisions of the Loan Agreement.

11. Notices. Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by a nationally recognized commercial overnight courier that guarantees next day delivery and provides a receipt, or (c) by electronic mail with confirmation of delivery from the sender’s electronic mail system, and such notices shall be addressed as follows:

Bank:

Attention: ——
Email: ——–

With a copy to:

Attention: ——
Email: ——–

Borrower: CSM Ventures, LLC

Attention: ——
Email: ——–

With a copies to: Gallagher Evelius & Jones LLP
218 North Charles Street, Suite 400
Baltimore, Maryland 21201
Attention: Mark P. Keener, Esquire
Email: mkeener@gejlaw.com

And: Baltimore Public Markets Corporation

Attention: ——
Email: ——-

or to such other address as either party may from time to time specify in writing to the other party. Notices given by email shall be effective on the date of such email and notices given by overnight delivery service shall be effective on the next business day following deposit with such delivery service. Any other notice shall be effective upon receipt (or refusal by the intended recipient to accept delivery).

12. Governing Law. This Assignment shall be governed by and construed m accordance with the laws of the State of Maryland, excluding the choice of law rules thereof.

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IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned has caused this Assignment to be duly executed, under seal, as of the day and year first above written.

WITNESS: CSM VENTURES, LLC

By:

(SEAL)
Name: Title:

ACKNOWLEDGED AND AGREED:

BALTIMORE PUBLIC MARKETS CORPORATION

By: (SEAL)
Name:
Title:

EXHIBITC PROHIBITED USES
1. Any use which produces or is accompanied by any unusual fire, explosive or other damaging or dangerous hazard (including the storage, display or sale of explosives or fireworks).

2. Any business selling firearms or other products, items, substances or materials intended for use as weapons.

3. Any facility or establishment selling or exhibiting sexually explicit or pornographic materials or illegal drug-related paraphernalia or featuring strip tease acts or nude dancing.

4. Any on-site commercial laundry, dry cleaning plant or laundromat (however, any retail dry cleaning drop off and pick up store which does not perform on-site dry cleaning of any kind is permitted and on-site “green” cleaning facilities are permitted).

5. Any temporary or permanent storage of any “hazardous material” as that term may now or hereafter be defined by applicable law or any business that uses such hazardous materials, provided, however, that this prohibition shall not apply to (a) supplies for cleaning and maintenance in commercially reasonable amounts required for use in the ordinary course of business, provided such items are incidental to the use of the premises and are stored and used in compliance with applicable law or (b) standard office supplies in commercially reasonable amounts required for use in the ordinary course of business, provided such items are incidental to the use of the premises and are stored and used in compliance with applicable law.

6. Any pawn shop.

7. Any going out of business, fire or bankruptcy sales or similar merchandise liquidators; provided that the foregoing restriction shall not apply to sales pursuant to a court order.

8. A check cashing service as the primary use of the subject premises (ancillary check cashing services are not prohibited).

9. Any other use prohibited by law.

Exhibit E, Cross Street Market management agreement.