C.J. SEGERSTORM & SONS AND 7 LEAVES HOLDING, INC.

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SECTION 4. TERMINATION of AGREEMENT. This Agreement shall terminate and be of no further force or effect upon the earlier to occur of (a) execution of a written termination of this Agreement by Owner and City or their respective successors or (b) six (6) months after the date upon which drive -through window service for an eating establishment on the Property ceases to exist. SECTION 5. LEGAL ADVICE. Each Party represents and warrants to the other the following: they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or having knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and they have freely signed this Agreement without any reliance upon any agreement, promise, statement, or representation by or on behalf of the other Party, or in their respective agents, employees or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. SECTION 6. REPRESENTATION AND WARRANTIES. Owner and Applicant each for itself represents and warrants for the benefit and reliance for the City as follows: A. Said Party validly exists under the laws of the State of California and is authorized to conduct business in California and is authorized to carry on its business being conducted as contemplated in this Agreement; B. Said Party has the power and authority to enter into this Agreement; C. To the actual knowledge of the person executing this Agreement on behalf of said Party, this Agreement shall be a legal, valid and binding obligation of said Party, enforceable against said Party and its successors and assigns in interest in the Property, and each portion thereof, in accordance with its terms, subject to bankruptcy and other equitable principles. SECTION 7. COVENANT OF OWNER. Owner declares that the Project and the Property shall be held, conveyed, ]eased, used, and improved subject to the provisions of this Agreement and this Agreement is expressly declared to be for the benefit of the Project and the Property and the abutting public rights -of -way. The Property maintenance covenants of Owner in favor of the City which arises under this Agreement shall run with and burden the Property and shall be binding upon all persons having or acquiring any right or title in the Property, including any leasehold interest, or any part thereof, and the successors and assigns of each of them, including Applicant. SECTION 8. TIME OF THE ESSENCE; TERM OF AGREEMENT. Time is expressly made of the essence with respect to the performance by City and Owner and Applicant of each and every obligation and condition of this Agreement. SECTION 9. ATTORNEY'S FEES. In addition to any other remedies provided herein or available under applicable laws, if any Party to this Agreement commences an action against 7