LEASE AGREEMENT between YOUNG-ZAPP JOINT VENTURE II, a Texas joint venture, as Landlord and CHUY'S OF RIVER OAKS, INC., a Texas corporation, as Tenant November 1, 1998

Exhibit 10.25

LEASE AGREEMENT

between

YOUNG-ZAPP JOINT VENTURE II, a Texas joint venture, as Landlord

and

CHUY’S OF RIVER OAKS, INC., a Texas corporation, as Tenant

November 1, 1998

TABLE OF CONTENTS

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LEASE AGREEMENT

THIS LEASE AGREEMENT is entered into as of November 1,1998, by and between the Landlord and the Tenant named below.

W I T N E S S E T H :

ARTICLE 1.

Definitions and Basic Provisions

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(a) “Landlord”: Young-Zapp Joint Venture II, a Texas joint venture.

(b) Landlord’s Address: c/o 1623 Toomey Road, Austin, Texas 78704, Attn.: Mike Young.

(c) “Tenant”: Chuy’s of River Oaks, Inc., a Texas corporation.

(d) Tenant’s Address: c/o 1623 Toomey Road, Austin, Texas 78704, Attn.: Paul Brady.

(e) Tenant’s Trade Name: Chuy’s Comida Deluxe.

(f) “Premises”: Tracts 1 through 6 out of that certain real property described as Blocks Seventeen (17) and Eighteen (18) of DICKEY’S WEST PARK ADDITION TO THE CITY OF HOUSTON, according to the map or plat thereof recorded in Volume 55, Page 45, Deed Records of Harris County, Texas, more particularly described by metes and bounds on Exhibit A attached hereto. A portion of the Premises contains the Building (as herein defined) and a portion of the Premises contains a parking facility (the “Parking Facility”) to serve the Building, all as currently situated on the Premises.

(g) “Building”: That certain building of approximately 8,860 square feet situated on the Premises.

(h) “Commencement Date”: November 1, 1998.

(i) “Lease Term”: The period beginning on the Commencement Date and ending December 31, 2008. The Lease Term may be extended by Tenant for up to two (2) terms of five (5) years each in accordance with the provisions of Exhibit B attached hereto. The phrase “Lease Term,” as used herein, shall include all valid renewals or extensions thereof, unless the context clearly indicates to the contrary.

(j) “Lease Year”: The first Lease Year shall begin on the Commencement Date and end on December 31, 1999. Each successive Lease Year shall consist of the twelve month period during the Lease Term which immediately follows the preceding Lease Year.

(k) “Base Rent”: The initial Base Rent shall be $24,500.00 per month, payable as provided in Section 3.1 below. The Base Rent shall increase in accordance with the provisions of Exhibit B and Section 3.2 below. The Base Rent is comprised of (i) rent for the lease of the Building (the “Building Base Rent”), which initial Building Base Rent shall be $19,500.00 per month, and (ii) rent for the lease of the Parking Facility (the “Parking Base Rent”), which initial Parking Base Rent shall be $5,000.00 per month. The Building Base Rent and the Parking Base Rent shall together comprise the Base Rent.

(1) “Percentage Rent”: Percentage Rent shall be calculated by multiplying six percent (6%) (the “Rate”) by Tenant’s Gross Sales (as defined in Section 3.4 below) for each calendar year during the Lease Term, and subtracting the Building Base Rent payable for such calendar year. Percentage Rent shall be payable in accordance with the provisions of Section 3.3 below.

(m) Initial Tax Escrow Payment: $3,500.00 per month.

(n) “Permitted Use”: Use as a Chuy’s Comida Deluxe restaurant and related facilities, or such other first class restaurant as Landlord may approve.

(o) “Security Deposit”: None required.

1.2 Each of the foregoing definitions and basic provisions shall be used in conjunction with, and limited by references thereto in, other provisions of this Lease.

ARTICLE 2.

Lease Grant

2.1 Landlord hereby leases, demises and lets unto Tenant, and Tenant hereby takes from Landlord, the Premises beginning on the Commencement Date and ending on the last day of the Lease Term unless sooner terminated as herein provided.

ARTICLE 3.

Rent

3.1 Tenant agrees to pay to Landlord in monthly installments the “Adjusted Rent”, which is the sum of the monthly Base Rent and the monthly Tax Escrow Payment (as each may vary from time to time), without deduction or setoff, for each month of the Lease Term. The Adjusted Rent shall be due and payable without demand beginning on the Commencement Date and continuing thereafter on or before the first day of each succeeding month during the Lease Term.

3.2 Base Rent shall be adjusted on the first day of the third (3rd) Lease Year and on the first day of each second Lease Year thereafter (i.e., the fifth (5th), seventh (7 ^th ), and ninth (9 ^th ) Lease Year; each such day an “Adjustment Date”), in accordance with the provisions of this Section 3.2 to reflect increases in the cost of living, as measured by the United States Department of Labor’s Bureau of Labor Statistics, Consumer

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Price Index, Unadjusted, All Urban Consumers, All Items, U.S. City Average (1982-84 = 100), or the successor of that index (the “CPI”). If the CPI ceases to be published, Landlord shall select a substitute index which Landlord reasonably anticipates will yield a result substantially similar to the result produced by the CPI for purposes of the adjustment to be made pursuant to this Section.

On each Adjustment Date, Landlord shall compare the CPI figure published just prior to the applicable Adjustment Date (the “Current CPI”) to the CPI figure published just prior to the Commencement Date (the “Comparative CPI”). If on any Adjustment Date, the Current CPI exceeds the Comparative CPI, then beginning on the applicable Adjustment Date, the monthly Base Rent shall be increased to equal an amount determined by multiplying the initial Base Rent by a fraction, the numerator of which is the Current CPI and the denominator of which is the Comparative CPI. In no event, however, shall the Base Rent payable for any month of the Lease Term be less than the Base Rent payable for the immediately preceding calendar month.

Landlord shall notify Tenant of any adjustment to the Base Rent made by reason of this Section by the applicable Adjustment Date (or as soon thereafter as is reasonably practical), and thereafter Tenant shall pay the Base Rent, as so adjusted, until the next Adjustment Date. If Landlord notifies Tenant of a change in the Base Rent after an Adjustment Date, Tenant shall pay the difference between the Base Rent actually paid prior to such notice and the Base Rent actually due on or after such Adjustment Date, together with Tenant’s next payment of Adjusted Rent.

3.3 In addition to the Adjusted Rent, Tenant shall pay to Landlord Percentage Rent to the extent that the product of Tenant’s Gross Sales for any calendar year or partial calendar year during the Lease Term, multiplied by the Rate, exceeds the Building Base Rent payable by Tenant during such calendar year or partial calendar year. The amount at which Tenant’s total Gross Sales for any calendar year, when multiplied by the Rate, equals the Building Base Rent payable by Tenant during the applicable calendar year is referred to herein as the “Breakpoint”. The Percentage Rent shall be payable on a monthly basis in arrears beginning on the tenth (10th) day of the first month in any calendar year which follows the month during which the Breakpoint occurs. Each monthly payment shall be equal to the product of the Rate multiplied by the Gross Sales made during the immediately preceding month; provided, however, that with respect to the month during which the Breakpoint occurs, the Percentage Rent payment shall equal the Rate multiplied by the amount of Gross Sales made in such month after the Breakpoint was met. A final payment of Percentage Rent shall be made within sixty (60) days after the termination of this Lease, based on the final statement of Gross Sales to be provided to Landlord pursuant to Section 4.1 below.

3.4 The term “Gross Sales” as used herein shall be construed to include the entire amount of the sales price, whether for cash or otherwise, of all sales of food, beverages, or other merchandise (including gift and merchandise certificates) or services and any other receipts whatsoever from any and all business conducted (including without limitation, interest, time price differential, finance charges, service charges and credit sales), in or from the Premises, including, but not limited to, mail or telephone orders received or filled at the Premises, deposits not refunded to purchasers, orders taken, although said orders may be filled elsewhere, sales to employees, sales through vending machines or other devices, and sales by any sublessee, concessionaire or licensee or otherwise in or from the Premises. Each sale upon installment or credit shall be treated as a sale for the full price in the month during which such sale was made, irrespective of the time when Tenant receives payments from its customer. No deduction shall be allowed for uncollected or uncollectible credit accounts. Gross Sales shall not include, however, (i) any sums collected and paid out for any sales or direct excise tax imposed by any duly constituted governmental authority, (ii) the amount of returns to shippers or manufacturers, (iii) the amount of any cash or credit refund made upon any sale

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where the merchandise sold, or some part thereof, is thereafter returned by purchaser and accepted by Tenant, or (iv) sales of Tenant’s fixtures.

3.5 If all or part of any sum which Tenant owes to Landlord hereunder is not received within five (5) days after the due date thereof, then (without in any way implying Landlord’s consent to such late payment) Tenant, to the extent permitted by law, agrees to pay, in addition to the amount so due, a late payment charge equal to five percent (5%) of the amount which is overdue, it being understood that said late payment charge shall be to reimburse Landlord for the additional costs and expenses which Landlord presently expects to incur in connection with the handling and processing of late payments by Tenant to Landlord. Further, if Tenant fails to pay all or any part of any sum due hereunder within ten (10) days after the due date thereof, then, in any such event, Tenant shall pay Landlord interest on such overdue amount(s) from the due date thereof until paid at an annual rate (the “Past Due Rate”) which equals the lesser of (i) eighteen percent (18%) or (ii) the highest rate then permitted by law.

3.6 Tenant’s covenants and obligations to pay Adjusted Rent, Percentage Rent and any other sum due hereunder (collectively, the “Rent”) shall be unconditional and independent of any other covenant or condition imposed on either Landlord or Tenant, whether under this Lease, at law or in equity. The provisions of this Section 3 shall expressly survive expiration or termination of this Lease.

ARTICLE 4.

Sales Reports and Records

4.1 Beginning on the tenth (10 ^th ) day of the second full calendar month of the Lease Term, and continuing on or before the tenth (10 ^th ) day of each calendar month thereafter during the Lease Term and within ten (10) days after termination of this Lease, Tenant shall prepare and deliver to Landlord at Landlord’s Address a statement of Gross Sales made during the preceding calendar month. In addition, within sixty (60) days after the expiration of each calendar year during the Lease Term and within sixty (60) days after termination of this Lease, Tenant shall prepare and deliver to Landlord at Landlord’s Address a statement of Gross Sales during the preceding calendar year (or partial calendar year), confirmed as being correct by an officer of Tenant’s general partner, or if Landlord so requests, by an independent certified public accountant. Tenant shall furnish similar statements for its licensees, concessionaires and subtenants, if any. All such statements shall be in such form as Landlord may require. If any such confirmed statement discloses an error in the calculation of Percentage Rent for any period, an appropriate adjustment of Percentage Rent shall be made, subject, however, to Landlord’s rights under Section 4.3 below. In addition, Tenant shall deliver to Landlord, at Landlord’s Address, copies of all Texas Sales and Use Tax Returns filed by Tenant with the Office of the Comptroller of Public Accounts of the State of Texas within ten (10) days after filing same.

4.2 Tenant shall keep in the Premises or at some other location in Houston, Texas which has been approved in writing by Landlord, a permanent, accurate set of books and records of all sales of merchandise and revenue derived from business in or from the Premises, and all supporting records such as tax reports, banking records, cash register tapes, sales slips and other sales records. All such books and records shall be retained and preserved for at least twenty-four (24) months after the end of the calendar year

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to which they relate, and shall be subject to inspection, copying and audit by Landlord and Landlord’s agents at all reasonable times.

4.3 If Landlord is not satisfied with any monthly or annual statement of Gross Sales submitted by Tenant, Landlord shall have the right to have its auditors make a special audit of all books and records, wherever located, pertaining to sales made in or from the Premises during the period in question. If any audited statement is found to be incorrect to an extent of more than two percent (2%) over the figures submitted by Tenant, Tenant shall pay for such audit. Tenant shall pay promptly to Landlord any deficiency or Landlord shall refund promptly to Tenant any overpayment, as the case may be, which is established by such audit.

ARTICLE 5.

Leasehold Improvements

5.1 Tenant acknowledges and agrees that Landlord has not made, and will not make any representations or warranties, express or implied (expressly including, without limitation, warranties of habitability or fitness for a particular purpose) as to the condition of the Premises or the Building or with respect to the suitability of either for the purpose herein intended. THIS INCLUDES LATENT OR PATENT DEFECTS IN THE BUILDING OR THE PREMISES, WHICH ARE EXPRESSLY WAIVED BY TENANT. By Tenant’s execution of this Lease, Tenant agrees to accept same in their “AS IS” condition, and as suitable for the purpose herein intended. Tenant understands that Tenant may not require Landlord to maintain or repair in any manner the Building or the Premises.

ARTICLE 6.

Use

6.1 Tenant shall use the Premises only for the Permitted Use and for no other purpose or purposes without Landlord’s prior written consent. Tenant shall use in the transaction of business from the Premises the trade name specified in Section 1.1 (e) above and no other trade name without Landlord’s prior written consent. Tenant shall not at any time leave the Premises vacant, but shall in good faith continuously throughout the Lease Term conduct and carry on upon the Premises the type of business for which the Premises are leased. Tenant shall operate its business with a complete menu of all items offered by other Chuy’s Comida Deluxe locations, and with sufficient foods and beverages of a fresh, first class quality, and in an efficient, high class and reputable manner so as to produce the maximum amount of sales from the Premises consistent with good business practices, and shall, except during reasonable periods for repairing, cleaning and decorating, keep the Premises open to the public for business with adequate and competent personnel in attendance on all days (except for holidays approved in writing by Landlord) and during all hours (including evenings) established by Tenant from time to time as Tenant’s business hours, except to the extent Tenant may be prohibited from being open for business by applicable law, ordinance or government regulation.

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6.2 Tenant shall not occupy or use the Premises, or permit any portion of the Premises to be occupied or used, for any use or purpose which is unlawful in part or in whole or deemed by Landlord to be disreputable in any manner or extra hazardous on account of fire, nor keep anything upon the Premises nor permit anything to be done on or around the Premises that will in any way invalidate, or increase the rate of insurance on the Building.

6.3 Tenant shall not permit any objectionable or unpleasant odors to emanate from the Premises; nor place or permit any radio, television, loud-speaker or amplifier outside the Building; nor place an antenna, awning or other projection on the exterior of the Building; nor take any other action which in the exclusive judgment of Landlord would constitute a nuisance or would disturb or endanger neighboring properties; nor do anything which would tend to injure the reputation of the Premises.

6.4 Tenant shall maintain the Premises in a clean, healthful and safe condition. Tenant shall store all trash and garbage on the Premises in a neat and sanitary manner and arrange for the regular pick-up of such trash and garbage at Tenant’s expense. Tenant shall not operate an incinerator or burn trash or garbage upon the Premises.

6.5 Tenant shall procure, at Tenant’s sole expense, any permits and licenses required for the transaction of business in the Premises and, at Tenant’s sole expense, will comply with all laws, ordinances, orders, rules and regulations (state, federal, municipal and other agencies or bodies having any jurisdiction thereof) with reference to the use, condition or occupancy of the Premises.

6.6 Tenant shall keep all exterior electric signs lighted from dusk until at least 12:00 A.M. every day, including Sundays and holidays.

6.7 Tenant shall include the address and identity of its business activities in the Premises in all advertisements made by Tenant in which the address and identity of any similar local business activity of Tenant is mentioned.

ARTICLE 7.

Maintenance and Repair

7.1 Tenant shall, throughout the Lease Term, keep and maintain the Building and the Premises in a good, clean condition of repair and maintenance, at a standard superior or equal to the standard of repair and maintenance for a first class restaurant in Houston, Texas. This obligation includes, but is not limited to the roof, foundation, air conditioning and heating systems, plumbing and electrical systems, water and sewer facilities and gas lines from their point of entry onto the Premises; all interior, exterior and structural components of the Building; and all driveways, parking areas, landscaping, drainage or filtration facilities or other improvements situated upon the Premises. Tenant shall not perform any acts or carry on any practices which might damage the structural integrity of the Building. If any repairs or maintenance required to be made by Tenant are not made within ten (10) days after written notice from Landlord to Tenant, Landlord may (but has no obligation to) make such repairs or perform such maintenance, without liability to Tenant for any loss or damage which may result to its stock or business by reason of such repairs or maintenance, and Tenant shall pay to Landlord, as additional Rent hereunder, the cost of such repairs or maintenance plus twenty percent (20%) of such cost (as an administrative fee) within ten (10) days after

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Tenant’s receipt of a statement from Landlord. Tenant further agrees not to commit or allow any waste or damage to be committed on any portion of the Premises. Tenant agrees that upon the expiration or earlier termination of this Lease, Tenant shall deliver up said Premises to Landlord in as good condition as of the delivery of the Premises to Tenant, ordinary wear and tear excepted. Tenant further acknowledges that Landlord shall not be required to perform any maintenance or to make any improvements or repairs of any kind or character on or to the Building, the Premises, or any portion thereof, during the Lease Term.

ARTICLE 8.

Alterations

8.1 Tenant shall not make any alterations, additions or improvements to the Premises without the prior written consent of Landlord, except for the installation of unattached, movable trade fixtures which may be installed without drilling, cutting or otherwise defacing the Building. All alterations, additions, improvements or fixtures (whether temporary or permanent in character) made in or upon the Premises, either by Landlord or Tenant, shall be Landlord’s property on termination of this Lease and shall remain a part of the Premises without compensation to Tenant, or at Landlord’s election, shall be removed by Tenant. If Tenant is not then in default, all furniture, unattached, movable trade fixtures and equipment installed in the Premises by Tenant may be removed by Tenant at the termination of this Lease if Tenant so elects, and shall be so removed if required by Landlord, or if not so removed shall, at the option of Landlord, become the property of Landlord. In the event Landlord requires the removal of any alterations, additions, improvements or fixtures, Tenant shall, at its expense, repair and restore any portion of the Premises which is damaged by such removal. All such installations, removals and restorations shall be accomplished in good, workmanlike manner so as not to damage the Premises or the primary structure or structural qualities of the Building or the plumbing, electrical lines or other utilities.

8.2 Any construction work done by Tenant upon the Premises shall be performed in a good and workmanlike manner, in compliance with all governmental requirements, and the requirements of any contract or deed of trust to which Landlord may be a party. Tenant agrees to indemnify Landlord and hold Landlord harmless against any loss, liability or damage resulting from such work. Tenant shall, upon Landlord’s request, furnish bonds or other security satisfactory to Landlord against any such loss, liability or damage.

8.3 Tenant will not permit any mechanic’s lien or liens to be placed upon the Premises, or any portion thereof, caused by or resulting from any work performed, materials furnished or obligation incurred by or at the request of Tenant, and in the case of the filing of any such lien, Tenant will immediately pay and discharge the same. If any lien remains against the Premises for fifteen (15) days, Landlord shall have the right and privilege at Landlord’s option of paying the same or any portion thereof without inquiry as to the validity thereof, and any amounts so paid, including expenses and interest, shall be so much additional rent hereunder due from Tenant to Landlord and shall be repaid to Landlord (together with interest at the Past Due Rate from the date paid by Landlord) within ten (10) days after Tenant’s receipt of a statement from Landlord therefor.

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ARTICLE 9.

Landlord’s Right of Access

9.1 Landlord may enter upon the Premises at all reasonable hours (or, if an emergency, at any hour) (a) to inspect same or clean or make repairs or alterations or additions as Landlord may deem necessary (but without any obligation to do so), (b) to show the Premises to prospective tenants, purchasers or lenders or (c) for any other reasonable purpose; and Tenant shall not be entitled to any abatement or reduction of Rent by reason thereof, nor shall such be deemed to be an actual or constructive eviction.

ARTICLE 10.

Signs; Store fronts

10.1 Without Landlord’s prior written consent, Tenant shall not (i) make any changes to or paint the store front; (ii) install any exterior lighting, decorations or paintings; or (iii) erect or install any signs, window or door lettering, placards, decorations or advertising media of any type which can be viewed from the exterior of the Building. All signs, decorations and advertising media shall be subject to Landlord’s prior written approval as to construction, method of attachment, size, shape, height, lighting, color and general appearance. All signs shall be kept in good condition and in proper operating order at all times, and shall comply with all ordinances and regulations of the City of Houston. Tenant, at Tenant’s sole expense, shall obtain permits from the City of Houston for all of Tenant’s signs.

10.2 Tenant shall have all of Tenant’s signs erected or installed and fully operative on or before the date upon which Tenant commences business from the Premises. Upon vacation of the Premises, Tenant must remove its signs. If and when Tenant removes or alters its signs (for any reason including vacation), Tenant shall repair, repaint, and/or replace the Building fascia surface where signs are or were attached.

ARTICLE 11.

Utilities

11.1 Tenant shall timely pay all charges for electricity, water, gas, telephone service, sewer service and other utilities furnished to the Premises (including without limitation all connection fees) and promptly shall pay any maintenance charges therefor.

11.2 Landlord shall not be liable for any interruption or failure whatsoever in utility service.

ARTICLE 12.

Indemnity; Insurance

12.1 Landlord shall not be liable or responsible to Tenant for any loss or damage to any property or person occasioned by theft, act of God, public enemy, injunction, riot, strike, insurrection, war, court

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order, requisition or order of governmental body or authority, any similar matter, or any other cause whatsoever, except for the negligence or wilful misconduct of Landlord or Landlord’s duly authorized agents or employees. Landlord shall not be liable to Tenant, or to Tenant’s agents, servants, employees, customers or invitees and Tenant shall indemnify, defend and hold Landlord harmless from and against any and all fines, suits, claims, demands, losses, liabilities, actions and costs (including court costs and attorney’s fees) arising from (a) any injury to person or damage to property caused by any act, omission or neglect of Tenant, Tenant’s agents, servants, employees, customers or invitees, (b) Tenant’s use of the Premises or the conduct of Tenant’s business or profession, (c) any activity, work, or thing done, permitted or suffered by Tenant in or about the Premises or (d) any breach or default in the performance of any obligation on Tenant’s part to be performed under the terms of this Lease. THIS INDEMNITY SHALL APPLY REGARDLESS OF WHETHER THE LOSS IN QUESTION ARISES OR IS ALLEGED TO ARISE IN PART FROM ANY NEGLIGENT ACT OR OMISSION OF LANDLORD OR LANDLORD’S AGENTS OR EMPLOYEES, FROM STRICT LIABILITY OF ANY SUCH PERSONS OR OTHERWISE, BUT IN SUCH EVENT TENANT SHALL NOT BE RESPONSIBLE FOR THAT PORTION OF ANY LOSS WHICH IS HELD TO BE CAUSED BY THE NEGLIGENCE OR STRICT LIABILITY OF LANDLORD OR LANDLORD’S AGENTS OR EMPLOYEES.

12.2 Landlord, at Tenant’s sole cost, may maintain commercial general liability insurance, rent loss insurance and fire and extended coverage insurance upon the Building in such amounts as Landlord may from time to time determine (“Landlord’s Insurance”). Tenant shall pay the cost of Landlord’s Insurance to Landlord within thirty (30) days after Landlord delivers to Tenant a statement for same.

12.3 Tenant, at Tenant’s sole expense, shall obtain and maintain during the Lease Term property insurance for full replacement cost (without deduction for depreciation) upon all improvements and fixtures situated in the Premises and not covered by Landlord’s Insurance, and upon the contents of the Premises, which insurance shall provide protection against perils included within any ISO Special Form property insurance policy written by an admitted insurer in Texas, together with insurance against sprinkler damage (but Landlord makes no representation that the Building is equipped with a sprinkler system). Tenant expressly agrees that the proceeds of any such insurance shall be used for the repair or replacement of the property damaged or destroyed unless this Lease terminates as provided herein.

12.4 Each party hereto hereby waives any cause of action it might have against the other party on account of any loss or damage that is insured against under any property insurance policy (to the extent that such loss or damage is recoverable under such insurance policy) that covers the Building, the Premises, Landlord’s or Tenant’s fixtures, personal property or business and which names Landlord or Tenant, as the case may be, as a party insured. Each party hereto agrees that it will provide to the other party evidence that its insurance carrier has endorsed all applicable policies waiving the carrier’s rights of recovery under subrogation or otherwise against the other party.

12.5 Tenant shall, at Tenant’s expense, maintain a policy or policies of commercial general liability insurance and liquor liability insurance pertaining to Tenant’s use and occupancy of the Premises hereunder; such insurance to afford protection with limits of not less than Two Million Dollars ($2,000,000) combined single limit coverage for bodily injury, death to any one person or property damage in any one occurrence. Additionally, Tenant shall maintain umbrella liability coverage with limits of not less than Five Million and No/100 Dollars ($5,000,000.00) in excess of the underlying coverages. The insurance coverage required under this Article 12 shall extend to any liability of Tenant arising out of Tenant’s indemnity

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obligations under this Lease. The adequacy of the coverage afforded by said insurance shall be subject to review by Landlord from time to time, and if Landlord is advised by Landlord’s insurance agent that a prudent businessman in Harris County, Texas, operating a business similar to that operated by Tenant upon the Premises, would increase the limits of said insurance, Tenant shall to that extent increase the insurance coverage required by this Section 12.5. In addition to the remedies provided in Article 18 of this Lease, if Tenant fails to maintain the insurance required by this Section, Landlord may, but is not obligated to, obtain such insurance, and Tenant shall pay to Landlord upon demand as additional Rent the premium cost thereof plus interest at the Past Due Rate from the date of payment by Landlord until repaid by Tenant.

12.6 All policies of insurance which Tenant is required to carry shall be issued in the forms required herein by good and solvent insurance companies licensed to do business in the State of Texas with a Best’s Rating of “A” or higher and a Financial Size Category of VIII or higher. Each such policy shall be issued in the name of Tenant, but Landlord and any other party in interest designated by Landlord (such as Landlord’s lender, partners, partners’ officers, brokers or property managers) shall be named as additional insured parties on the liability policies described herein under a Form CG 2026 1185 (or equivalent). Such policies shall be for the mutual and joint benefit and protection of Tenant, Landlord and any such other party in interest. Executed copies of each policy of commercial general liability insurance shall be delivered to Landlord and such other additional insured parties as Landlord may request prior to the delivery of the Premises to Tenant. Thereafter copies of each commercial general liability insurance policy shall be so delivered within thirty (30) days before the expiration of each existing policy. If any insurance policy required hereunder shall expire or terminate, a renewal or additional policy shall be procured and maintained by Tenant in like manner and to like extent. All such policies shall contain a provision that the company writing said policy will give to Landlord and other additional insured parties at least thirty (30) days notice in writing in advance of any cancellation or lapse. Tenant’s liability policies shall be written as primary policies which do not contribute to and are not in excess of coverage which Landlord may carry.

ARTICLE 13.

Fire or Other Casualty

13.1 Tenant immediately shall deliver written notice to Landlord of any damage caused to the Building by fire or other casualty.

13.2 If the Building shall be damaged or destroyed by fire or other casualty and Landlord does not elect to terminate this Lease as hereinafter provided, Landlord shall proceed with reasonable diligence and at its sole cost and expense to rebuild and repair the Building, and this Lease shall continue in full force and effect. If the Building shall be destroyed or materially damaged, then Landlord may elect either to terminate this Lease as hereinafter provided or to proceed to rebuild and repair the Building. If Landlord elects to terminate this Lease it shall give written notice of such election to Tenant within ninety (90) days after the occurrence of such casualty, and this Lease shall terminate as of the date of such notice. If Landlord should not elect to terminate this Lease, Landlord shall proceed with reasonable diligence and at its sole cost and expense to rebuild and repair the Premises; provided, however, that if any Holder (defined below) of an Encumbrance (defined below) requires that the insurance proceeds be applied under such Encumbrance as a result of any such casualty, Landlord shall have no obligation to rebuild and this Lease shall terminate upon notice to Tenant. So long as the casualty does not result from any willful or negligent action or inaction of Tenant or Tenant’s, agents, employees, customers, contractors, or invitees, Landlord shall allow Tenant a

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reduction of Base Rent during the time the Building is unfit for occupancy, which reduction shall be based upon the proportion of square feet of the Building unfit for occupancy to the total square feet in the Building. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building shall be for the sole benefit of the party carrying such insurance and under its sole control.

13.3 Landlord’s obligation to repair shall be limited to the restoration of the Building, and further shall be limited to the extent of insurance proceeds available to Landlord for such restoration. In no event shall Landlord be obligated to rebuild, or otherwise be liable for, any damage to Tenant’s fixtures, signs, furnishings, equipment or personal property within the Building.

13.4 Tenant agrees that during any period of reconstruction or repair of the Building, Tenant will continue the operation of its business within the Building to the extent practicable.

ARTICLE 14.

Condemnation

14.1 If any portion of the Premises shall be taken or condemned in whole or in part for public purposes, or sold in lieu of condemnation, and following such taking, the remainder of the Premises shall be unsuitable for the conduct of Tenant’s business in Landlord’s reasonable opinion, either this Lease shall remain in full force and effect, but Tenant shall vacate the Premises and the Rent shall abate during the unexpired portion of the Lease Term, effective as of the date physical possession is taken by the condemning authority, or Landlord, in Landlord’s sole discretion, may elect to terminate this Lease.

14.2 If a portion of the Premises shall be taken as aforesaid, but following such taking the remainder of the Premises is suitable for the conduct of Tenant’s business, in Landlord’s reasonable opinion, this Lease shall not terminate. In the event of such a taking, Landlord shall make all necessary repairs or alterations necessary to restore the Building to an architectural whole.

14.3 In the event of any taking of the Premises, all compensation awarded for any taking (or sale proceeds in lieu thereof) shall be the property of Landlord, and Tenant hereby assigns Tenant’s interest in any such award to Landlord; provided, however, that if a separate award is made to Tenant for loss of business or for the taking of Tenant’s fixtures, Landlord shall have no interest in that award.

ARTICLE 15.

Assignment and Subletting

15.1 Tenant shall not assign this Lease, nor sublet the Premises or any part thereof, without the prior written consent of Landlord. No assignment or subletting by Tenant shall relieve Tenant of any obligations under this Lease. Consent of Landlord to a particular assignment or sublease or other transaction shall not be deemed a consent to any other or subsequent transaction.

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15.2 If Landlord consents to any subletting or assignment by Tenant, and subsequently any category of rent received by Tenant under any such sublease is in excess of the same category of rent payable to Landlord under this Lease, or any additional consideration is paid to Tenant by the assignee under any such assignment, Landlord may, at its option, either (1) declare such excess rent under any sublease or such additional consideration for any assignment to be due and payable by Tenant to Landlord as additional rent hereunder, or (2) cancel this Lease and at Landlord’s option, enter into a lease directly with such assignee or subtenant, without liability to Tenant.

15.3 If Tenant requests Landlord’s consent to an assignment of this Lease or a sublease of the Premises, Landlord may elect, at Landlord’s sole option, to terminate this Lease, and if Landlord chooses, to enter into a lease directly with the proposed assignee or subtenant. Landlord shall have thirty (30) days after the date Tenant notifies Landlord that Tenant desires to assign this Lease or sublet the Premises to notify Tenant of Landlord’s election to terminate, and if applicable, to enter into such a new lease. Tenant shall cooperate with Landlord to effect any such new lease.

15.4 Landlord shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder and in the Building and Premises, and in such event and upon assumption by the transferee of Landlord’s obligations hereunder (any such transferee to have the benefit of, and be subject to, the provisions of this Lease), no further liability or obligation shall thereafter accrue against Landlord hereunder. Tenant agrees to look solely to such successor in interest to Landlord for the performance of any of Landlord’s obligations hereunder.

15.5 Any liquidation of Tenant or any change in the ownership interests in Tenant or in the general partner of Tenant shall constitute an assignment for the purpose of this Lease. Tenant shall not sell, transfer, exchange, distribute or otherwise dispose of more than thirty percent (30%) of its assets (excluding the Lease) without the prior written consent of Landlord.

15.6 Tenant agrees that it shall not place (or permit any employee or agent to place) any signs on or about the Premises, nor conduct (or permit any employee or agent to conduct) any public advertising which includes any pictures, renderings, sketches or other representations of any kind of the Premises (or a portion thereof) with respect to any proposed assignment of this Lease or subletting of the Premises or any part thereof, without Landlord’s prior written consent.

15.7 Tenant shall not mortgage, pledge, hypothecate or otherwise encumber (or grant a security interest in) this Lease or any of Tenant’s rights hereunder.

15.8 Landlord may charge a reasonable fee for processing any request by Tenant for an assignment or sublease of the Premises. Acceptance of such fee by Landlord shall not be deemed Landlord’s consent to any such action.

15.9 If Tenant assigns this Lease or sublets the Premises with Landlord’s consent as provided herein, any option then held by Tenant (such as an option to renew this Lease) shall terminate automatically concurrently with the assignment or sublease.

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ARTICLE 16.

Property Taxes

16.1 Tenant shall pay all taxes levied or assessed against all personal property, furniture, fixtures or equipment placed by Tenant upon the Premises. If any such taxes are levied against Landlord or Landlord’s property and if Landlord elects to pay the same or if the assessed value of Landlord’s property is increased by inclusion of personal property and trade fixtures placed by Tenant on the Premises and Landlord elects to pay the taxes based on such increase, Tenant shall pay to Landlord upon demand that part of such taxes for which Tenant is primarily liable hereunder.

16.2 Tenant shall pay all real property taxes, general and special assessments, license fees and other charges of every description (the “Taxes”) which during the Lease Term may be levied upon or assessed against the Premises and all interests therein and all improvements and other property thereon, whether belonging to Landlord or Tenant, or to which either of them may become liable. If, at any time during the Lease Term, the present method of taxation shall be changed so that in lieu of the whole or any part of any taxes, assessments, levies or charges levied, assessed or imposed on the Premises and the Building, there shall be levied, assessed or imposed on Landlord a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents from the Premises, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed included within the term “Taxes” for the purposes of this Article.

16.3 As a component of Adjusted Rent, Tenant shall deposit with Landlord each month an amount (a “Tax Escrow Payment”) equal to one-twelfth (1/12) of the Taxes for the applicable calendar year. Tenant expressly authorizes Landlord to use the funds deposited pursuant to this Section to pay