BUSINESS LEASE

Exhibit 10.40

BUSINESS LEASE

THIS LEASE ("Lease"), dated as of the 1st day of February, 2007, is by and between Jay E Dinklemann, as Trustee of Chicago Title Land Trust #879-51, an Illinois land trust ("Landlord") and Cardinal Management LP dba PT’s Centreville, an Illinois Limited Partnership ("Tenant").

1. DEFINITIONS . Unless otherwise indicated, capitalized terms used in this Lease shall have the meanings set forth below:

(a) "Additional Rent" shall mean all charges payable by Tenant under this Lease other than Minimum Rent.

(b) "Building" shall mean the building located on the Demised Premises.

(c) "Operating Costs" shall mean all costs incurred to insure, maintain, operate, repair and replace all elements of the Premises. Operating Costs include, but are not limited to, costs and expenses for the following: maintenance, repair and replacement (as necessary) of all structural, plumbing, electrical and mechanical components of the Building including, but not limited to, exterior and interior walls, the roof, foundation and all components of the parking lots, driveways and sidewalks surrounding the Building and located on the Premises; gardening and landscaping; utilities, water and storm sewer charges; maintenance of signs; fire alarm monitoring service; premiums for liability, property damage, fire, dram shop, business interruption and other types of insurance on the Premises and worker’s compensation insurance; all property taxes and assessments levied on or attributable to the Premises; all real and personal property taxes levied on or attributable to such property used in connection with the maintenance and operation of the Premises; fees for required licenses and permits; repairing, resurfacing, painting, lighting, cleaning, refuse removal, security, if any, and similar items. Operating Costs shall also include any parking charges, utilities surcharges, or other costs levied, assessed or imposed on the Premises by or at the direction of any governmental authority in connection with the use or occupancy of the Premises or the parking facilities included in the Premises, or pursuant to any covenants, conditions or restrictions to which the Premises are subject.

(d) "Effective Date" shall mean the date set forth in the initial paragraph of this Lease.

(e) "Guarantors: shall mean both of VCG Holding Corp. a Colorado corporation, the sole owner of Tenant; and Troy Lowrie, CEO of VCG Hold Corp., jointly and severally.

(f) "Hazardous Material" shall mean any hazardous, radioactive or toxic substance, material or waste, including, but not limited to, those substances, materials and wastes (whether or not mixed, commingled or otherwise combined with other substances, materials or wastes) listed in the United States Department Transportation Hazardous Material Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR Part 302) and amendments thereto, or such substances, materials and wastes which are or become regulated under any applicable local, state or federal law including, without limitation, any material, waste or substance which is (i) a petroleum product, crude oil or any fraction thereof, (ii) asbestos, (iii) polychlorinated biphenyls, (iv) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Section 1251, et seq. (33 U.S.C. Section 1321)

or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C Section 1317), (v) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq. (42 U.S.C. Section 6903) or (vi) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601, et seq. (42 U.S.C. Section 9601).

(h) "Demised Premises" or "Premises" shall mean the real property located at 60 Four Corners Lane, Centreville, Illinois 62207 and all buildings and improvements located thereon.

(i) " Lease Term" shall mean a period of 10 years and 0 months beginning on the Rent Commencement Date, plus any extended term granted by Landlord and timely and properly elected by Tenant pursuant to subparagraph 3(b) below.

(j) "Lease Year" shall mean a period of twelve consecutive months during the Lease Term which begins on the first day of the first calendar month after the Rent Commencement Date or any anniversary thereof.

(k) "Minimum Rent" shall mean the base rental for the Demised Premises set forth in subparagraph 4(a) below.

(l) "Permitted Use" shall mean operation of a restaurant and adult cabaret and no other uses.

(m) "Property" shall mean that certain real property owned by Landlord upon which the Premises are is located.

(n) "Real Property Taxes" shall mean (i) any fee, license fee, license tax, business license fee, commercial rental tax, levy, charge, assessment, penalty or tax imposed by any taxing authority against the land and buildings comprising the Premises, (ii) any tax or charge for fire protection, streets, sidewalks, road maintenance, refuse or other services provided to the Property by any governmental agency, (iii) any tax imposed upon this transaction or based upon a re-assessment of the Property due to a transfer of all or part of Landlord’s interest in the Property. In the event that it shall not be lawful for Tenant and Landlord to apportion such future taxes, if any, then in that event, the minimum rent payable to Landlord under this Lease shall be revised to net to Landlord the same rental after imposition of any such future tax upon Landlord as would have been payable to Landlord prior to the impositions of any such tax. "Real Property Tax" does not, however, include Landlord’s federal or state income, franchise, inheritance or estate taxes.

(o) "Rent" shall mean Minimum Rent and any Additional Rent.

(p) "Rent Commencement Date" shall mean that date that Tenant’s obligation to pay rent, which shall commence on February 1 ^st 2007.

2. LEASE OF DEMISED PREMISES. Landlord hereby leases the Demised Premises to Tenant, and Tenant hereby leases the Demised Premises from Landlord, subject to the terms, covenants and conditions herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of such terms, covenants and conditions by Tenant to be kept and performed.

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3. LEASE TERM/OPTION TO RENEW.

(a) The Lease Term shall begin at twelve o’clock noon on the Rent Commencement Date and shall end at twelve o’clock noon on the last day of the Tenth Lease Year. Promptly after the Rent Commencement Date, Landlord and Tenant shall execute a Certificate of Commencement setting forth the Rent Commencement Date and the expiration date of the Lease Term.

(b) Upon the condition that Tenant (a) is not in default at the time of the exercise of any option contained in this subparagraph, and (b) has, during the Lease Term and Option Periods, fulfilled all of Tenant’s obligations completely and in a timely manner, Landlord hereby grants to Tenant two (2) separate Options to Renew the Lease Term for two (2) separate, consecutive additional five (5) year periods upon the same and terms and conditions as set forth in this Lease (each an "Option"), except that the Rent payable during each Option Period will be as described in Section 4 below. The Option to Renew as provided in this paragraph, will be deemed to have been exercised by Tenant and this Lease shall automatically renew, unless, within 180 days prior to the expiration of the Lease Term, Tenant provides Landlord written notice of Tenant’s intention not to exercise the Option to Renew, in which event the Lease will expire either at the end of the Lease Term or at the end of any applicable properly executed Extended Term. The terms and conditions of this Option to Renew are personal to the Tenant, and may not be exercised by any assignee or subtenant of Tenant.

4. RENT.

(a) Minimum Rent. During the Lease Term hereof, Tenant agrees to pay the Landlord at the address as shown herein, or at such other place as the Landlord may from time to time designate in writing, "Minimum Rent" for the Demised Premises. Said rent shall be payable in advance on the first of each month, without deduction or set-off, without notice or demand, as follows:

In the event the Rent Commencement Date is other than the first day of a month, Tenant will pay Rent for said partial month on a pro-rata basis; provided, however, the end of the initial Term shall be on the last day of the one hundred twentieth (120 ^th ) month of the Term of this Lease.

(b) Additional Rent. During the Lease Term hereof, Tenant agrees to pay the Landlord at the address as shown herein, or at such other place as the Landlord may from time to time designate in writing, "Additional Rent," in an amount equal to the amount by which seven

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(7%) percent of "Gross Sales," as defined hereinafter, exceeds the Minimum Rent described above. The Additional Rent for each month of the term hereof shall be paid on the fifteenth day of the following month, for example, the Additional Rent for January shall be paid on February 15.

Tenant shall keep or cause to be kept, full, complete, and proper books, records and accounts of the Gross Sales and credits of each separate department and concession at any time operated in the Demised Premises; said books, records and accounts, including any sales tax reports that Tenant may be required to furnish to any governmental agency, shall at all reasonable times be open to the inspection and audit of Landlord, Landlord’s auditor or other authorized representative or agent.

At Landlord’s expense, Landlord may cause at any reasonable time upon fifteen (15) days prior notice to Tenant a complete audit to be made of Tenant’s records relating to Gross Sales for the period covered by any statement issued by Tenant pursuant to this Lease; provided, however, that if such records are found to be incorrect to the extent of three-percent (3%) or more over the Gross Sales figure submitted by Tenant, Tenant shall pay for such audit. Tenant shall promptly pay to Landlord any deficiency, or Landlord shall promptly credit to Tenant’s account any overpayment, as the case may be, which is established by such audit. Landlord shall have the right to audit Tenant’s books and records with respect to Gross Sales twice during any Lease Year and any time within 3 years after the date of such statement.

Within thirty (30) days after the close of each Lease Year, a final adjustment and accounting for each Lease Year shall be had to determine the Gross Sales of the preceding Lease Year, and the amount of rent paid by Tenant during such preceding Lease Year, including the rent based upon the percentage of Gross Sales. In the event the amounts of rent for said Lease Year actually paid by Tenant exceed seven percent (7%) of Gross Sales as so computed on a twelve month basis, then such excess rental payments shall be promptly credited by Landlord to Tenant’s account; provided, however, that Tenant shall never pay for any Lease Year less than the Minimum Rent provided for above. In the event the amount of rent paid by Tenant is less than seven percent (7%) of Gross Sales, Tenant shall pay the difference to Landlord. All debits and credits arising under the terms of this paragraph shall be paid in any event within thirty (30) days of the completion of the final adjustment and accounting.

Tenant shall continuously during the entire Term of this Lease, occupy and operate said business on the Premises with due diligence and efficiency as to reasonably produce the maximum return and Additional Rent to Landlord.

5. SECURITY DEPOSIT.

Tenant will not be required to make a security deposit with the Lease.

6. OPERATING COSTS.

(a) This Lease is totally net to the Landlord. Tenant shall keep in repair and maintain the Premises at all times in first-class condition at Tenant’s sole cost and expense. Landlord may inspect the Premises and, if Landlord reasonably determines that Tenant is not

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operating, repairing and maintaining the Premises in a first-class condition, Landlord may provide Tenant with written notice of any such maintenance concern, and Tenant shall promptly make such repairs and needed replacements. If Tenant fails to complete such maintenance, repairs and replacements within thirty (30) days of receipt of such notice, Landlord, in addition to all other remedies available to Landlord for such failure, may undertake such repairs and Tenant shall be obligated to reimburse Landlord for Landlord’s costs within ten (10) days of receipt of an invoice therefore. The foregoing shall not require or impose any obligation on Landlord to undertake such repairs.

(b) Tenant shall pay all Operating Costs during the Lease Term and shall not permit the placement of any lien upon the Premises by any material/men, laborer or other provider of goods and services to the Premises.

7. TAXES.

(a) Tenant shall pay all Real Property Taxes on the land, buildings and other improvements constituting the Property and the Premises (including any fees, taxes or assessments against, or as a result of, any tenant improvements installed in the Demised Premises by or for the benefit of Tenant) attributable to the Lease Term. Tenant shall pay such taxes to Landlord within twenty (20) days after Landlord delivers notice and an invoice to Tenant for such Real Property Taxes. After receipt of Tenant’s payment of the Real Property Taxes, Landlord shall forward such payment to the applicable taxing authority. If Tenant has committed an event of default under this Lease, and at Landlord’s option, Tenant shall pay Landlord in advance a sum equal to one-twelfth (1/12) of the annual Real Property Taxes payable by Tenant under this Lease, together with each payment of Minimum Rent. Landlord shall hold such payments in a non-interest bearing impound account. If unknown, Landlord shall reasonably estimate the amount of Real Property Taxes when installments are due. Tenant shall pay any deficiency of funds in the impound account to Landlord upon written request. If Tenant defaults under this Lease, Landlord may apply any funds in the impound account to any obligation then due under this Lease.

(b) Tenant shall pay before delinquency all taxes charged against trade fixtures, furnishings, equipment or any other personal property belonging to Tenant which become payable during the Lease Term. In the event any or all of Tenant’s leasehold improvements, equipment, furniture, fixtures and other personal property shall be assessed and taxed with the Property, Tenant shall pay to Landlord its equitable share of such taxes within ten (10) days after delivery to Tenant by Landlord of a statement in writing setting forth the amount of such taxes determined by Landlord to be applicable to Tenant’s property.

8. USE OF DEMISED PREMISES/MAINTENANCE OF LIQUOR LICENSES.

(a) Tenant shall use the Demised Premises for the Permitted Use only, and not for any other purpose, without the prior written consent of Landlord, which may be withheld in Landlord’s sole and absolute discretion. At all times during the Lease Term, Tenant shall occupy and use the Demised Premises in strict compliance with all laws, rules, regulations, ordinances, codes and any other governmental restrictions or requirements of all federal, state and local government authorities (collectively, "Laws").

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(b) Tenant shall not do or permit anything to be done in or about the Demised Premises nor bring or keep anything therein which is not within the Permitted Use of the Demised Premises or which will in any way increase the existing rate of or affect any fire or other insurance upon the Building or any of its contents, or cause a cancellation of any insurance policy covering the Building or any of its contents. Tenant shall not use or allow the Demised Premises to be used for any illegal, improper, immoral, unlawful or objectionable purpose; nor shall Tenant cause, maintain or permit any nuisance in, on or about the Demised Premises. Tenant shall not commit any waste or permit any nuisance upon the Demised Premises or overload the floors thereof.

(c) Tenant shall not cause or permit any Hazardous Material (as herein after defined) to be brought upon, transported through, stored, kept, used, discharged or disposed in or about the Property by Tenant, its agents, employees, invitees, contractors or any other person or entity. Any such Hazardous Material brought upon, transported, used, kept or stored in or about the Property which is necessary for Tenant to operate its business for the Permitted Use will be brought upon transported, used, kept and sorted in only such quantities as are necessary for the usual and customary operation of Tenant’s business and the Permitted Use in a manner that complies with (i) all Laws having jurisdiction thereof regulating such Hazardous Material, (ii) any permits issued for any such Hazardous Material (copies of which must be delivered to Landlord before any Hazardous Material is brought in, on or about the Property), and (iii) all products and manufacturers’ instructions and recommendations, to the extent they are stricter than laws, rules, regulations, ordinances, codes or permits. If Tenant, its agents, employees or contractors, in any way breach the obligations stated in this paragraph, or if the presence of Hazardous Materials on the Property occurs on the Premises during the Lease Term which results in a release or threatened release of such Hazardous Material, on from or under the Property, or if the presence on, from or under the Property of Hazardous Materials otherwise arises out of the operation of Tenant’s business, then without limitation of any other rights or remedies available to Landlord hereunder or at law or in equity, Tenant shall indemnify, defend, protect and hold harmless Landlord (and Landlord’s directors, shareholders, officers, employees, partners, agents, mortgagees or successors to Landlord’s interest in the Demised Premises) (collectively, herein "Indemnity") from any and all claims, sums paid in settlement of claims, judgments, damages, clean-up costs, penalties, fines, liabilities, losses or expenses (including without limitation attorney, consultant and expert fees and any fees incurred by Landlord to enforce the Indemnity) which arise during or after the Term as a result of Tenant’s breach of such obligations or such presence, release or contamination of the Property, including, without limitation, diminution in value of the Property, damages for the loss of, or the restriction on the use of, rentable or usable space or any amenity of the Property, damages arising from any adverse impact on the sale or lease of the Property, and damage and diminution in value to the Property or other properties, whether owned by Landlord or by third parties. The Indemnity includes, without limitation, costs incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work required by any federal, state, or local governmental agency or political subdivision because of Hazardous Material present in the soil or groundwater on, under or originating from the Property. Without limiting the foregoing, if the presence of any Hazardous Material on the Property caused or permitted by Tenant results in any contamination, release or threatened release of Hazardous Material on, from or under the Property or other properties, Tenant shall promptly take all actions at its sole cost and expense which are necessary to return the Property and any other affected property to the condition existing prior to the introduction of such Hazardous Material; provided that

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Landlord’s approval of such actions shall first be obtained (which approval shall not be unreasonably withheld) and so long as such actions do not have or would not potentially have any material adverse effect on Landlord, on the Property or on other property. The Indemnity contained in this section shall survive the expiration or earlier termination of this Lease and shall survive any transfer of Landlord’s interest in the Property.

(d) In conjunction with the operation of the Premises for its Permitted Use, Tenant has obtained and shall maintain a hotel and restaurant class liquor license and adult cabaret liquor license from the State of Illinois and the City/Village of Centerville and County of St. Clair (the "Liquor Licenses"), copies of which shall be available for Landlord to verify Tenant’s possession of such Liquor Licenses. At all times during the terms of this Lease, Tenant shall maintain the Liquor Licenses in full force and effect. Tenant shall be solely responsible for and Tenant shall pay any and all fees, assessments, charges, levies or other monetary obligations imposed in connection with the Liquor Licenses to assure that it is maintained in good standing throughout the term of this Lease. In the event Tenant receives any notice of violation, citation, written or oral warning, or any complaint, objection, or challenge to the Liquor Licenses, Tenant shall notify Landlord in writing of such information within one (1) business day of receipt of such written or oral notice and, if such notice was written, Tenant shall include in said notice a copy of any notice, citation, correspondence or other written information provided to Tenant. Tenant shall take all action required to maintain the Liquor Licenses in good standing and in full compliance with the rules, regulations, ordinances and statutes of the City of Centerville, County of St. Clair, and the State of Illinois and shall take no action, which may place the Liquor Licenses in jeopardy in any way. Tenant agrees that it shall utilize the benefits of the Liquor Licenses only in connection with the operation of the Demised Premises for a restaurant and adult cabaret and shall file no application to (i) amend the status of the Liquor Licenses, (ii) amend the composition of the Tenant, (iii) transfer the Liquor Licenses or (iv) amend the location of the Premises served by the Liquor Licenses without the advance written approval of the Landlord which may be withheld in the Landlord’s sole discretion.

9. COMPLIANCE WITH LAWS. Tenant shall not use the Demised Premises or permit anything to be done in or about the Demised Premises which will in any way violate or conflict with any Law now in force or which may hereafter be enacted or promulgated including, without limitation, the Americans with Disabilities Act. Tenant shall, at its sole cost and expense, promptly comply with all Laws now in force or which may hereafter be in force and with the requirements of any board of fire underwriters or other similar bodies now or hereafter constituted relating to or affecting the condition, use or occupancy of the Demised Premises, excluding structural changes not related to or affected by Tenant’s improvements or acts. The judgment of any court of competent jurisdiction or the admission of Tenant in any action against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any law, statute, ordinance or governmental rule, regulation or requirement, shall be conclusive of that fact as between Landlord and Tenant.

10. ALTERATIONS AND ADDITIONS. Tenant shall not make or allow to be made any alterations, additions or improvements to or of the Demised Premises or any part thereof without first obtaining the prior written consent of Landlord and any alterations, additions or improvements to or of the Demised Premises, including, but not limited to, wall covering, paneling and built in cabinet work, but excepting movable furniture and trade fixtures, shall at once become a part of the realty and belong to Landlord and shall be surrendered with

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the Demised Premises. In the event Landlord consents to the making of any alterations, additions or improvements to the Demised Premises by Tenant, the same shall be made by Tenant at Tenant’s sole cost and expense and shall be completed in a good and workmanlike manner, free of any liens, and in compliance with all Laws. Upon the expiration or sooner termination of the Term, Tenant shall, upon written demand by Landlord, at Tenant’s sole cost and expense, forthwith and with all due diligence, remove any alterations, additions or improvements made by Tenant which are designated by Landlord to be removed, and Tenant shall, forthwith and with all due diligence, at its sole cost and expense, repair any damage to the Demised Premises caused by such removal.

11. MAINTENANCE AND REPAIR.

(a) By its entry into the Demised Premises, Tenant shall be deemed to have accepted the Demised Premises in its AS IS condition and as being in good order, condition and repair. Tenant shall, at Tenant’s sole cost and expense, keep the Demised Premises and every part thereof in first class condition and repair, including without limitation, the maintenance, replacement and repair of any storefront, doors, window casements, glazing, plumbing, pipes, electrical wiring and conduits, and the heating and air conditioning ("HVAC") system. Tenant shall obtain a service contract for repairs and maintenance of the HVAC system and shall provide to Landlord a copy of the service contract along with written details of any and all scheduled and other repairs and maintenance performed on the HVAC system within ten (10) days of the date of such performance. Tenant shall, upon the expiration or sooner termination of this Lease, surrender the Demised Premises to Landlord in first class condition, in working order, broom clean, ordinary wear and tear excepted. Any damage caused by Tenant’s use of the Demised Premises or otherwise occurring during the Term shall be repaired at the sole cost and expense of Tenant.

(b) Tenant shall repair and maintain the structural portions of the Building, including the exterior walls, roof, parking areas, and exterior portions of the Property. Landlord shall not be liable for Tenant’s failure to make any repairs or to perform any maintenance. There shall be no abatement of Rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from the making of any repairs, alterations or improvements in or to any portion of the Building or the Demised Premises or in or to fixtures, appurtenances and equipment therein. Tenant waives any right to make repairs at Landlord’s expense under any law, statute or ordinance now or hereafter in effect.

(c) If Tenant refuses or neglects to repair or maintain or make any required replacements to the Premises, as required herein, to the reasonable satisfaction of Landlord, Landlord shall provide Tenant with written notice of any such refusal or neglect and Tenant shall repair any item mentioned in said notice within thirty (30) days thereafter. If Tenant has not made such repairs within the 30-day period, Landlord, in addition to all other rights and remedies available to Landlord, may make such repairs without liability to the Tenant for any loss or damage it may accrue to Tenant’s merchandise, fixtures or other property or to Tenant’s business by reason thereof and, upon completion thereof, Tenant shall pay Landlord’s costs for making such repairs upon presentation of a bill thereof. In the event Tenant does not pay such bill within ten (10) days of its receipt, such failure shall be an event of default hereunder, Landlord shall be entitled to utilize all of its remedies herein and such amount shall bear interest at the rate of eighteen percent (18%) per annum.

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12. LIENS. Tenant shall keep the Property free from any and all liens arising out of any work performed, materials furnished or obligations incurred by or on behalf of Tenant. Landlord may require, at Landlord’s sole option, that Tenant provide to Landlord, at Tenant’s sole cost and expense, a lien and completion bond in an amount equal to one and one-half (1  ¹ / 2 ) times the estimated cost of any improvements, additions or alterations in the Demised Premises which Tenant desires to make, to insure Landlord against any liability for mechanics and materialmen’s liens and to insure completion of the work. Landlord shall have the right to post notices on the Demised Premises, that the Demised Premises are not subject to liens of those providing labor and/or materials to the Demised Premises at the request of the Tenant pursuant to Illinois Statutes. Tenant shall provide Landlord with ten (10) days prior written notice prior to commencing any improvements at the Property, to allow Landlord adequate time to post said notices.

13. ASSIGNMENT AND SUBLETTING.

(a) Tenant shall not (voluntarily, by operation of law or otherwise) assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord, which consent may be withheld in the discretion of Landlord. The transfer of more than five percent (5%) of the membership interests of Tenant or the transfer of five percent (5%) or more of the capital stock of the owner of Tenant or the corporate Guarantor, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, will be deemed an assignment of this Lease or such sublease requiring the Landlord’s consent in each instance. Any transfer by Troy Lowrie of his interest in Tenant or if Troy Lowrie ceases to be the [manager] of Tenant will be deemed a prohibited assignment of this Lease. Any prohibited assignment or subletting or any assignment or subletting without Landlord’s consent shall be void, and shall, at the option of Landlord, constitute a default under the terms of this Lease. Acceptance of Rent by Landlord from anyone other than Tenant shall not be construed as a consent or waiver by Landlord, nor as a release of Tenant, but the same shall be taken to be a payment on account of Tenant. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person.

(b) Tenant shall provide Landlord with a copy of any proposed sublease or assignment that contains the name and address of the proposed subtenant or assignee, a copy of any purchase and sale agreement for the assets of Tenant, the anticipated effective date of the proposed sublease or assignment, the duration of the term of any proposed sublease, and the amount of space any proposed subtenant will occupy. In addition, Tenant shall provide detailed information regarding the proposed subtenant’s or assignee’s financial condition and credit history, relevant business history and experience, together with any other pertinent information which Landlord reasonably requires. Landlord may require an opportunity to meet and interview the proposed subtenant or assignee as well. For purposes of Landlord’s consent to a proposed sublease or assignment, it shall be considered reasonable for Landlord to consider (i) the relative financial strength, business reputation and operational/management experience of Tenant and the proposed subtenant or assignee, (ii) any history that the proposed subtenant or anyone has with

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the liquor licensing agencies of the City/Village of Centerville, County of St. Clair and the State of Illinois, and (iii) whether the use of the Demised Premises after such sublease or assignment would create any nuisance or violate any federal, state or local Laws or involve Hazardous Materials.

Notwithstanding anything else in this article contained, as a condition to Landlord’s written approval of any assignment or sublease by Tenant, Landlord may require that it shall be entitled to the receipt of fifty percent (50%) of any profit derived by Tenant as a result of such assignment or sublease. Such profit is defined as any amounts received by Tenant from its assignee or subtenant in excess of the Rent required to be paid by Tenant hereunder. Tenant shall deliver all documents pertaining to any such assignment or subletting to Landlord upon Landlord’s demand. Such profit shall not include any lump-sum payment made to Tenant from its assignee or subtenant in consideration of the transfer of Tenant’s business, trade name, inventory, or goodwill: but any amount attributed to lease assignment or sale on any document concerning the transaction (including the assignee’s tax return) by assignee shall be conclusively established as not attributable to Tenant’s business, trade name, inventory or goodwill, and therefore, shall be included in Tenant’s profits as described herein. In no event shall the payment received by Landlord pursuant to this subparagraph (b) be less than $100,000.00.

(c) If Landlord consents to a proposed assignment or sublease, the form of such assignment or sublease shall be satisfactory to Landlord and shall (i) incorporate this Lease in its entirety and be subject to its terms, (ii) provide that Tenant shall remain fully liable under this Lease together with such assignee or subtenant, (iii) provide that the assignee or sub