Brewery Lease Agreement

BREWERY LEASE AGREEMENT

This Brewery Lease Agreement (the Agreement) is made and entered into as of the Effective Date: , by and between Lessor Name: with Mailing Address: and Lessee Name: with Mailing Address: .

RECITALS

WHEREAS, Lessor is the owner of certain real property and improvements located at Premises Address: (the Premises); and

WHEREAS, Lessee operates a brewery business and desires to lease from Lessor, and Lessor desires to lease to Lessee, certain portions of the Premises for the purpose of brewing, fermenting, packaging, storage, distribution, and limited retail/tasting room operations subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Agreement to set forth the full terms and conditions of their rights and obligations with respect to the Premises.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties agree as follows:

1. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Premises" means the real property and improvements described at Premises Address: . "Business" means Lessee's brewing operations, including fermentation, storage, packaging, distribution, and retail tasting as permitted herein.

2. Lease Term

The Term of this Lease shall commence on Commencement Date: and shall continue for a period of Term Length (months): months, unless sooner terminated as provided herein. The Lease shall expire on Expiration Date: .

3. Rent and Additional Charges

Lessee shall pay to Lessor Base Rent in the amount of $ per month, payable in advance on or before the Rent Due Day: of each month. If Base Rent is not paid within Late Fee Grace Days: days after it is due, Lessee shall pay a late fee of Late Fee Amount or percent: % and interest thereafter at the lesser of State statutory rate or % per annum.

Lessee shall also pay as additional rent its proportionate share of Taxes and Operating Expenses as defined herein. All amounts payable by Lessee shall be paid to Lessor at Lessor's address for notices or at such other place as Lessor may designate in writing.

4. Security Deposit

5. Permitted Use

Lessee shall use the Premises solely for the operation of a brewery and related uses, including but not limited to: brewing, fermentation, kegging, bottling, canning, packaging, cold storage, distribution, wholesale sales, retail sales through a tasting room, and accessory administrative functions. All operations must comply with applicable laws, permits, and license requirements. Lessee shall not use the Premises for any illegal purpose or for the storage or disposal of Hazardous Materials except as expressly permitted in writing by Lessor in accordance with Section 12.

6. Utilities, Services and Operating Expenses

Unless otherwise agreed in writing, Lessee shall be responsible for all utilities and services used by Lessee at the Premises, including water, sewer, gas, electricity, steam, telephone, internet, and trash removal. Lessee shall pay its proportionate share of any building operating expenses and real property taxes as additional rent. Lessee shall not permit the use of any equipment that overloads existing utility systems without Lessor's prior written consent.

7. Improvements, Alterations and Fixtures

Lessee shall not make any structural alterations or additions to the Premises without Lessor's prior written consent, which consent shall not be unreasonably withheld for non-structural improvements. All permitted alterations shall be performed in a good and workmanlike manner and shall comply with applicable laws and insurance requirements. Lessee shall be responsible for obtaining and paying for all permits and approvals for Lessee's work. Unless otherwise agreed in writing, all trade fixtures and equipment installed by Lessee shall remain Lessee's personal property but may not be removed if removal would damage the Premises.

8. Maintenance and Repairs

Lessee shall, at its sole expense, keep the Premises and all equipment used by Lessee in good repair, reasonable wear and tear excepted. Lessor shall be responsible for repairs to structural elements of the building and roof, except to the extent that damage is caused by Lessee's negligence or willful misconduct. Lessee shall promptly notify Lessor of any condition requiring Lessor's repair. If Lessee fails to perform required repairs after written notice and a reasonable opportunity to cure, Lessor may undertake such repairs and Lessee shall reimburse Lessor for costs as additional rent.

9. Insurance

During the Term, Lessee shall maintain commercial general liability insurance with limits not less than $ per occurrence, property insurance covering Lessee's personal property and trade fixtures, and workers' compensation as required by law. Lessor shall be named as an additional insured for liability coverages to the extent of Lessor's interest. Lessee shall deliver certificates evidencing such coverage and any renewals to Lessor prior to occupancy and upon renewal of policies.

10. Indemnification

Lessee shall indemnify, defend and hold harmless Lessor, its agents and employees, from and against all claims, liabilities, losses, damages, fines, penalties, and expenses (including reasonable attorneys' fees) arising from Lessee's use or occupancy of the Premises, Lessee's breach of this Agreement, or Lessee's negligence or willful misconduct, except to the extent caused by Lessor's negligence or willful misconduct.

11. Environmental; Hazardous Materials

Lessee shall not cause or permit any release, discharge, handling, use, storage or disposal of Hazardous Materials at the Premises except in strict compliance with applicable environmental laws and subject to Lessor's prior written approval for quantities and storage methods. Lessee shall promptly comply with any governmental order relating to contamination and shall immediately notify Lessor of any release or threatened release. Lessee shall indemnify Lessor for all costs, damages and liabilities arising out of Lessee's breach of this Section.

12. Compliance with Laws and Permits

Lessee shall obtain and maintain at its expense all licenses, permits and approvals required for its operations, including health, alcoholic beverage, environmental, and building permits. Lessee shall perform its operations in accordance with all applicable statutes, regulations, codes and ordinances. Any violation caused by Lessee shall constitute a breach of this Agreement.

13. Assignment and Subletting

Lessee shall not assign this Agreement or sublet the Premises, in whole or in part, without Lessor's prior written consent, which shall not be unreasonably withheld for assignments to an affiliate or for a bona fide sale of Lessee's business when the assignee demonstrates financial capability and agrees in writing to assume Lessee's obligations. Any attempted assignment or sublease without consent shall be void and, at Lessor's option, a default under this Agreement.

14. Default and Remedies

An Event of Default shall include failure to pay rent or other sums when due, failure to perform obligations under this Agreement, bankruptcy of either party, or any material breach. For monetary defaults, Lessor shall provide Monetary Cure Notice and Lessee shall have Monetary Cure Days: days to cure. For non-monetary defaults, Lessor shall provide Non-Monetary Cure Notice and Lessee shall have Non-Monetary Cure Days: days to cure. Upon uncured default, Lessor may pursue any remedy available at law or in equity, including termination of this Agreement, recovery of damages, and re-entry.

In the event of holding over without Lessor's written consent, Lessee shall pay Holdover Rent Multiplier: of the Base Rent for the holdover period.

15. Surrender of Premises

Upon expiration or termination of the Term, Lessee shall remove its personal property, return keys, and surrender the Premises broom-clean and in the condition required by this Agreement, reasonable wear and tear and casualty excepted. Lessee shall repair any damage caused by removal of fixtures or equipment.

16. Access and Inspection

Lessor or its agents shall have the right to enter the Premises upon reasonable notice during normal business hours to inspect the Premises, to make repairs, or to show the Premises to prospective purchasers or tenants. In emergencies, Lessor may enter without prior notice. Lessor's entry shall not constitute a forcible or unlawful detainer.

17. Notices

All notices under this Agreement must be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the parties at the following addresses (or to such other address as a party designates by written notice):

18. Remedies Cumulative; Waiver; Attorneys' Fees

The remedies provided in this Agreement are cumulative and the exercise of one remedy shall not preclude the exercise of others. No waiver of any breach shall be effective unless in writing and signed by the waiving party. The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

19. Amendments

This Agreement may be amended only by a written instrument signed by both parties. No oral modification shall be binding.

20. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

21. Entire Agreement

This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations and agreements, whether written or oral.

22. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be reformed to the extent necessary to make it enforceable, or if not reformed, shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

23. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic facsimile or as scanned image files shall be deemed original signatures.

24. Miscellaneous Provisions

Time is of the essence with respect to Lessee's obligations. Headings are for convenience only and shall not affect interpretation. Neither party shall be liable for delays due to causes beyond its reasonable control, provided it gives prompt notice to the other party and uses commercially reasonable efforts to resume performance.

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