LEASE AGREEMENT

Exhibit 10.2

LEASE AGREEMENT

THIS LEASE AGREEMENT (the “Lease”) is made and entered into as of this          day of                  , 200    , by and between NATIONAL RETAIL PROPERTIES, LP, a Delaware limited partnership (the “Landlord”), and THE PANTRY, INC., a Delaware corporation with offices in Sanford, North Carolina (the “Tenant”).

Landlord and Tenant covenant and agree as follows:

1. PREMISES . In consideration of the rents, terms, covenants, and agreements set forth in this Lease to be paid, kept, and performed, Landlord grants, demises, and lets to Tenant, and Tenant hereby takes, rents, and leases from Landlord, on the terms, covenants, provisions, and agreements provided in this Lease, the Premises (as hereinafter defined).

Landlord is seized and possessed of a fee simple title to a certain tract of land (the “Land”) in the City of                  ,                          County,                          , described as follows:

See Exhibit A attached hereto and incorporated herein by reference.

The Land as described on Exhibit A includes or will include all existing parking spaces, septic tanks and fields (if applicable), structures housing car washes (if applicable), buildings and building overhangs (if applicable), signs, and curb cuts required in connection with the use of the Premises (as hereinafter defined) as a convenience store selling petroleum products, but excludes the following: (i) all of the Petroleum Equipment (as defined in Section 5), (ii) all of Tenant’s Personal Property (as defined in Section 6), and (iii) built-in refrigeration equipment and walk-in coolers. The Land, together with all improvements thereon or to be constructed thereon (the “Improvements”), but excluding the property described in clauses (i), (ii), and (iii) at the end of the preceding sentence, are hereinafter collectively referred to as the “Premises.”

2. TERM . The term of this Lease (the “Base Term”) shall commence on the date Landlord acquires fee simple title to the Premises (the “Effective Date”) and shall expire on the day that is fifteen (15) years thereafter, provided, however, if the Effective Date is not the first day of a calendar month, the Base Term shall expire on the last day of the month in which the expiration of the Base Term occurs. The Base Term, together with any properly exercised Renewal Term (as defined herein) shall be collectively referred to as the “Term.” A “Lease Year” shall be a period of twelve (12) consecutive calendar months beginning on the Effective Date and each anniversary thereof; provided, however, the first Lease Year shall include the period from the Effective Date to the first day of the next following calendar month after the Effective Date. Landlord and Tenant agree to execute and deliver to the other a date agreement memorializing the Effective Date, the expiration date of the Base Term, and the commencement and expiration dates of the Renewal Terms.

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The six (6) five (5) year periods following the Base Term for which Tenant will have an option to renew this Lease as provided in Section 3 shall be hereinafter referred to individually as a “Renewal Term” or collectively as the “Renewal Terms.”

3. RENEWAL OPTION . Provided and upon the condition that Tenant shall not then be in default under the terms of this Lease beyond any applicable grace or cure period, this Lease shall be automatically renewed for six (6) additional five (5) year periods without action on the part of either party hereto. In the event Tenant does not desire to renew this Lease for any of the six (6) five (5) year Renewal Terms, Tenant shall notify Landlord of its intention not to renew this Lease at least one hundred eighty (180) days prior to the termination of the then current Lease period, and in the event such notification is not given by Tenant, this Lease shall be automatically extended as above provided. References to the Term of this Lease shall include extensions, if any. Except as otherwise expressly stated herein, the terms and conditions of this Lease shall remain in effect during any extension of the Term of this Lease.

4. RENTAL . Tenant shall pay Rent (sometimes “rent”) to Landlord as set forth below. Rent shall be calculated on an annual basis and shall be payable in advance in equal monthly installments on or before the first day of each month. Rent shall be paid via electronic transfer of funds (via ACH transfer or wire transfer), or at Landlord’s option (upon thirty (30) days advance written notice to Tenant), by check sent by ordinary first class mail to Landlord at 450 S. Orange Avenue, Suite 900, Orlando, Florida 32801 or at such other address as Landlord may designate in writing from time to time.

(a) Base Term . The annual Rent during the Base Term shall be calculated as follows:

(i) Commencing on the Effective Date, the annual rent during the first five (5) Lease Years of the Base Term shall be $                      payable in monthly installments of $                      .

(ii) For Lease Years six (6) through ten (10), the annual rent shall be increased by (but in no event shall the rent decrease) the lesser of (A) an amount equal to the annual rent payable in the fifth (5 ^th ) Lease Year multiplied by 0.065 (i.e., increased by 6.5%), or (B) an amount equal to the annual rent payable in the fifth (5 ^th ) Lease Year multiplied by the percentage increase in the Consumer Price Index, all items, all groups, (1982 – 1984 = 100), published by the United States Department of Labor (“CPI”) from the period beginning on the date which is three (3) months prior to the Effective Date and ending three (3) months prior to the end of the fifth (5 ^th ) Lease Year. ¹

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(iii) For Lease Years eleven (11) through fifteen (15), the annual rent shall be increased by (but in no event shall the rent decrease) the lesser of (A) an amount equal to the annual rent payable in the tenth (10 ^th ) Lease Year multiplied by 0.065 (i.e., increased by 6.5%), or (B) an amount equal to the annual rent payable in the tenth (10 ^th ) Lease Year multiplied by the percentage increase in the CPI from the period beginning on the date which is three (3) months prior to the first day of the sixth (6 ^th ) Lease Year and ending three (3) months prior to the end of the tenth (10 ^th ) Lease Year.

(b) Renewal Terms . The Annual Rent during the Renewal Term shall be calculated as follows:

(i) The annual rent during the first (1 ^st ) Renewal Term, which comprises Lease Years sixteen (16) through twenty (20), shall be increased by (but in no event shall the rent decrease) the lesser of (A) an amount equal to the annual rent payable in the fifteenth (15 ^th ) Lease Year multiplied by 0.065 (i.e., increased by 6.5%), or (B) an amount equal to the annual rent payable in the fifteenth (15 ^th ) Lease Year multiplied by the percentage increase in the CPI from the period beginning on the date which is three (3) months prior to the first day of the eleventh (11 ^th ) Lease Year and ending three (3) months prior to the end of the fifteenth (15 ^th ) Lease Year.

(ii) The annual rent during the second (2 ^nd ) Renewal Term, which comprises Lease Years twenty-one (21) through twenty-five (25), shall be increased by (but in no event shall the rent decrease) the lesser of (A) an amount equal to the annual rent payable in the twentieth (20 `^th ) Lease Year multiplied by 0.065 (i.e., increased by 6.5%), or (B) an amount equal to the annual rent payable in the twentieth (20 ^th ) Lease Year multiplied by the percentage increase in the CPI from the period beginning on the date which is three (3) months prior to the first day of the sixteenth (16 ^th ) Lease Year and ending three (3) months prior to the end of the twentieth (20 ^th ) Lease Year.

(iii) The annual rent during the third (3 ^rd ) Renewal Term, which comprises Lease Years twenty-six (26) through thirty (30), shall be increased by (but in no event shall the rent decrease) the lesser of (A) an amount equal to the annual rent payable in the twenty-fifth (25 ^th ) Lease Year multiplied by 0.065 (i.e., increased by 6.5%), or (B) an amount equal to the annual rent payable in the twenty-fifth (25 ^th ) Lease Year multiplied by the percentage increase in the CPI from the period beginning on the date which is three (3) months prior to the first day of the twenty-first (21 ^st ) Lease Year and ending three (3) months prior to the end of the twenty-fifth (25 ^th ) Lease Year.

(iv) The annual rent during the fourth (4 ^th ) Renewal Term, which comprises Lease Years thirty-one (31) through thirty-five (35), shall be increased by (but in no event shall the rent decrease) the lesser of (A) an amount equal to the annual rent payable in the thirtieth (30 `^th ) Lease Year multiplied by 0.065 (i.e., increased by 6.5%), or (B) an amount equal to the annual rent payable in the

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thirtieth (30 ^th ) Lease Year multiplied by the percentage increase in the CPI from the period beginning on the date which is three (3) months prior to the first day of the twenty-sixth (26 ^th ) Lease Year and ending three (3) months prior to the end of the thirtieth (30 ^th ) Lease Year.

(v) The annual rent during the fifth (5 ^th ) Renewal Term, which comprises Lease Years thirty-six (36) through forty (40), shall be increased by (but in no event shall the rent decrease) the lesser of (A) an amount equal to the annual rent payable in the thirty-fifth (35 ^th ) Lease Year multiplied by 0.065 (i.e., increased by 6.5%), or (B) an amount equal to the annual rent payable in the thirty-fifth (35 ^th ) Lease Year multiplied by the percentage increase in the CPI from the period beginning on the date which is three (3) months prior to the first day of the thirty-first (31 ^st ) Lease Year and ending three (3) months prior to the end of the thirty-fifth (35 ^th ) Lease Year.

(vi) The annual rent during the sixth (6 ^th ) Renewal Term, which comprises Lease Years forty-one (41) through forty-five (45), shall be increased by (but in no event shall the rent decrease) the lesser of (A) an amount equal to the annual rent payable in the fortieth (40 ^th ) Lease Year multiplied by 0.065 (i.e., increased by 6.5%), or (B) an amount equal to the annual rent payable in the fortieth (40 ^th ) Lease Year multiplied by the percentage increase in the CPI from the period beginning on the date which is three (3) months prior to the first day of the thirty-sixth (36 ^th ) Lease Year and ending three (3) months prior to the end of the fortieth (40 ^th ) Lease Year.

(c) Net Lease . Tenant acknowledges and agrees that it is intended that this Lease will be, except as otherwise expressly stated herein, a completely “net lease” to Landlord, and that Landlord is not responsible for any costs, charges, expenses, and outlays of any nature whatsoever arising from or relating to the Premises, whether arising or accruing prior to or during the Term of this Lease, including, without limitation, the Improvements, or the use and occupancy thereof, or the contents thereof or the business carried on therein, except as may be otherwise expressly stated herein. Tenant shall pay all charges, impositions, costs, and expenses of every nature and kind relating to the Premises arising or accruing prior to or during the Term of this Lease, except as herein expressly provided to the contrary. Tenant covenants and agrees that the Rent to be paid hereunder shall be, except as otherwise expressly provided herein or permitted by law, paid without off-set or deduction. Landlord shall have the right to accept all Rent and other payments, whether full or partial, and to negotiate checks and payments thereof without any waiver of rights, irrespective of any conditions to the contrary sought to be imposed by Tenant. The Rent for any partial month shall be prorated based upon the number of days in said month. Notwithstanding the foregoing, Tenant shall not be responsible for any costs, charges, or expenses pertaining to Landlord’s organizational overhead, the financing or refinancing of the Premises by Landlord.

(d) At such time as the annual rent is adjusted in accordance with subparagraphs (a) and (b) above (i.e., every five (5) years), Landlord shall provide Tenant with at least thirty (30) days prior written notice of the amount of the new Rent and shall provide Tenant with Landlord’s calculation of the new Rent (which shall be made in accordance with the

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provisions of subparagraphs (a) and (b) above). The annual rent payable during the Base Term and Renewal Terms as so calculated shall be payable in monthly installments equal to one-twelfth (1/12) of such amount. If the manner in which the CPI is determined by the Department of Labor shall be substantially revised, an adjustment shall be made by Landlord and Tenant, acting cooperatively with each other, for the purposes of making adjustments in annual rent as above provided so as to produce results equivalent as nearly as possible to those that would have resulted if the CPI had not been so revised. If the CPI shall become unavailable to the public because publication is discontinued, or otherwise, Landlord and Tenant shall agree to a substitution therefor with a comparable index based upon changes in the cost of living or purchasing power of the consumer dollar published by a governmental agency, or, if no such index shall then be available, a comparable index published by a major bank or other financial institution, a university, or a financial publication of multi-state or national circulation mutually acceptable to Landlord and Tenant.

5. ENVIRONMENTAL; PETROLEUM EQUIPMENT .

(a) Tenant is and shall remain and be the owner and operator of all Petroleum Equipment (as defined below) on the Premises, and, accordingly, is further deemed to be such for purposes of compliance with and liabilities arising from all Environmental Laws (as hereinafter defined). At any time during the Term of this Lease, Tenant shall have the right to install or cause to be installed and to maintain, replace, relocate, repair, upgrade and operate petroleum marketing equipment, including, but not limited to, underground or above ground storage tanks and their associated underground or above ground and/or connected piping, and related lines, pumps, dispensers, mechanical, control and detectional equipment, environmental assessment and remediation equipment related thereto (collectively, “Petroleum Equipment”). Upon reasonable written request from Landlord, Tenant shall provide Landlord with a copy of any permit required by any applicable Environmental Laws for the Premises.

(b) Tenant shall comply with all laws, including Environmental Laws, relating to the use, storage, transportation, dispensing, sale or release of Hazardous Material (as hereinafter defined) at the Premises. Without limiting the foregoing, Tenant shall comply with all laws, including Environmental Laws, relating to the Petroleum Equipment, including, without limitation, installation, operation, maintenance, calibration and alarm systems, registration, financial assurances, and (subject to Section 5(d) below) closure, and promptly shall implement any and all upgrade requirements promulgated by any government agency having jurisdiction as soon as practicable, but in no event later than any applicable deadline announced or promulgated by the government agency unless Tenant shall have received an extension of the deadline for compliance from such government agency. Tenant shall not use, store, transport, dispense or sell Hazardous Material at the Premises, or surrounding areas, except as reasonably necessary for the permitted use of the Premises, including the retail sale of gasoline and/or kerosene and/or propane gas in compliance with applicable Environmental Laws. Except as contemplated by the preceding sentence, Tenant shall not release, nor shall Tenant permit any employee, contractor, agent or invitee to release, any Hazardous Material on the Premises, into the air or the surrounding land, surface water or ground water except as expressly permitted by law, including Environmental Laws, and approved in writing by Landlord in its sole discretion. Tenant shall obtain and maintain all necessary permits, approvals, registrations, certificates, and authorizations (“Permits”) required under Environmental Laws for the Premises and Petroleum

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Equipment, and Tenant shall be responsible for all related costs, fees, and charges. Where cooperation of Landlord is necessary to obtain any such Permits, Landlord shall provide such cooperation but shall not be compelled to become a permittee or co-permittee unless required by Environmental Laws, and all costs, fees and charges shall be reimbursed by Tenant within thirty (30) days of presentation of Landlord’s statement of same. Upon request by Landlord, Tenant shall provide Landlord with copies of all reports, studies, complaints, claims, directives, citations, demands, inquiries, notices of violation, or orders relating to Hazardous Material at or emanating from or to the Premises, at any time, or any alleged non-compliance with Environmental Laws at the Premises, reasonably promptly (and in no event later than thirty (30) days) after such documents are provided to or generated by Tenant. To the extent Tenant is required under applicable Environmental Laws or by governmental authorities having jurisdiction to report a release of Hazardous Material at, on, under or from the Premises, Tenant also shall promptly notify Landlord of any release of Hazardous Material at, on, under or from the Premises and promptly shall abate and remove any such releases as required by applicable Environmental Laws and government authorities having jurisdiction. Tenant shall not be in violation of this paragraph in connection with the use, storage, transportation, dispensing or sale of petroleum products or natural gas so long as such use, storage, transportation, dispensing or sale complies with applicable Environmental Laws and governmental authorities having jurisdiction, and the normal dispensing of petroleum products and/or kerosene and/or bottled propane gas in connection with Tenant’s customary and lawful operation of the convenience store at the Premises shall not constitute a release.

(c) Except as otherwise provided in this Section 5, as between Landlord and Tenant, all reporting, investigation and/or remediation requirements under any applicable Environmental Laws with respect to any and all releases of Hazardous Material at, on, from or near the Premises are the responsibility of Tenant, and Tenant shall be solely responsible for all costs incurred in connection with any investigation, monitoring or any cleanup, remediation, removal, or restoration work required of Landlord or Tenant by applicable law and any federal, state, or local governmental agency or political subdivision having jurisdiction over the Premises because of Hazardous Material present in the soil or ground water on, under or emanating from the Premises, including, without limitation, that (i) caused or permitted by Tenant, (ii) known to Tenant prior to the Effective Date, (iii) present on the Premises as of the Effective Date and for which Landlord or Tenant becomes liable due to a change in law which makes Landlord or Tenant liable for Hazardous Material present on the Premises as of the Effective Date and for which Landlord and Tenant are not responsible under current law as of the Effective Date, (iv) as a result of any leaking, overfilling, discharge, dumping, or spilling (whether accidental or otherwise) on the Premises by Tenant or any subtenant of the Premises from Tenant or their agents, employees, or contractors, customers, or other invitees; provided that Tenant shall not be responsible for (A) Hazardous Material migrating onto the Premises from off the Premises through no acts, omissions or fault of Tenant (“Off-Premise Third Party Contamination”), (B) the exacerbation of any existing Hazardous Material contamination on the Premises by Landlord, its agents, employees, contractors or lenders, or (C) Hazardous Material brought onto the Premises by Landlord, its agents, employees, contractors, or lenders in violation of Environmental Laws (together, the “Exclusions”). Accordingly, Landlord and Tenant agree that the cost of complying with Environmental Laws relating to Hazardous Material on the Premises for which Landlord is legally liable (except for the Exclusions) and to the extent Tenant is responsible as provided above shall be the sole responsibility of Tenant and shall be paid by Tenant or by the applicable

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trust fund or insurance company (excluding insurance coverage maintained by Landlord), from which Tenant shall have sole responsibility to seek reimbursement or payment. To the extent the Premises is currently contaminated, Tenant agrees to perform or cause to be performed any and all necessary remediation on the Premises to the extent required by applicable Environmental Laws and governmental authorities having jurisdiction. Landlord shall have no right, claim or interest in or to any such expenses relating to Hazardous Material that are subsequently recovered or reimbursed through insurance (other than insurance maintained by Landlord), or recovery from responsible third parties, or other action. Upon execution of a mutually acceptable access agreement, Tenant agrees to cooperate in permitting reasonable access to the Premises by any party who is responsible for assessment or remediation of contamination on the Premises.

(d) Not sooner than the later of (i) sixty (60) days prior to the expiration of the Term of this Lease (including the Renewal Terms, if exercised) or (ii) ten (10) days after receipt by Landlord of written notice from Tenant to Landlord reminding Landlord of Landlord’s election requirement as herein set forth, Landlord shall provide written notice to Tenant of Landlord’s election to (i) require Tenant to remove all Petroleum Equipment located on the Premises and return and restore the Premises to its condition prior to the installation of the Petroleum Equipment to the extent practicable, ordinary wear and tear excepted or (ii) purchase the Petroleum Equipment located on the Premises from Tenant at a price equal to the value of such Petroleum Equipment as carried on Tenant’s books, unless Landlord’s assessment shows the Petroleum Equipment or portions thereof to be failing or to have failed (and not to have been properly corrected and repaired), in which case the Petroleum Equipment shall be removed by Tenant as set forth below at Tenant’s expense and no purchase price shall be owed. If Landlord fails timely to provide such notice (or Landlord does not provide such notice by the expiration of the Term of this Lease notwithstanding Tenant’s failure to notify Landlord of Landlord’s election requirement), then Landlord shall be deemed to have elected to purchase all of the Petroleum Equipment. If Tenant is required to remove the Petroleum Equipment, then Tenant shall have sixty (60) days to do so even if such sixty (60) day period continues beyond the expiration of the Term of this Lease. If Landlord chooses to purchase the Petroleum Equipment, Landlord shall conduct, in its sole discretion and at its expense, such assessments and testing of the Petroleum Equipment in order to establish the operating condition of the Petroleum Equipment and whether a release of Hazardous Material has occurred for which Tenant would be responsible. Landlord’s purchase option may be assigned at Landlord’s discretion if Tenant has no continuing liability with respect to the Petroleum Equipment; if Tenant does have continuing liability with respect to the Petroleum Equipment, the assignee must be reasonably acceptable to Tenant. In either event, prior to the expiration of this Lease, Tenant shall, to the extent required by applicable Environmental Laws or governmental authorities having jurisdiction, remove or remediate (or continue remediation of) all Hazardous Material present at, on, under or emanating from the Premises for which remediation is ongoing or which is associated with Tenant’s operations of the Premises and provide Landlord with written evidence and assurances that the Premises, and ongoing remediation, and the Petroleum Equipment if left on the Premises comply with applicable Environmental Laws. If Landlord demands that any Petroleum Equipment be removed by Tenant, and Tenant fails to do so, Landlord shall be entitled to remove such Petroleum Equipment, assess whether there is any Hazardous Material contamination related to such Petroleum Equipment, remediate any such contamination to the extent required by applicable Environmental Laws and governmental authorities having

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jurisdiction, and obtain closure from the appropriate regulatory agency, all at Tenant’s expense. In no event shall Tenant be required to remediate or pay for a remediation of the Premises to an extent or condition beyond that required by applicable Environmental Laws and governmental authorities having jurisdiction.

(e) Except as limited by the next sentence, the provisions of this Section shall survive termination of the tenancy. Notwithstanding the foregoing, and except as to subsections 5(g) and 5(h), the provisions of this Section shall terminate upon the expiration of the Term of this Lease provided that Tenant vacates the Premises and provides Landlord, at Tenant’s sole cost and expense, a current environmental report in accordance with current ASTM guidelines (“Environmental Report”), which includes soil and groundwater testing, prepared by an environmental consultant reasonably approved by Landlord, which states either (i) Hazardous Material (A) is not present on or has not emanated from the Premises and for which the remediation or monitoring is required under applicable Environmental Laws or governmental authorities having jurisdiction; or (B) if there is Hazardous Material on the Premises requiring such remediation or monitoring, there is in place such remediation or monitoring plans and/or equipment as may be required under applicable Environmental Laws or by governmental authorities having jurisdiction, the cost of which is fully funded by other than Landlord and which shall be pursued to completion; and (ii) there are no pending or anticipated assessment, remediation, reporting, notification, compliance or permitting obligations applicable to the Premises under applicable Environmental Laws or otherwise required by governmental authorities having jurisdiction and, with respect to any scheduled exceptions in the Environmental Report, the continuing actions required of Tenant to resolve any non-compliance with applicable Environmental Laws.

(f) Tenant shall comply with all applicable laws, regulations and local codes in maintaining the Premises, including, without limitation, obtaining any permits for any abatement of asbestos-containing materials and proper disposal thereof.

(g) In the event this Lease expires and is not renewed, or this Lease is terminated and any further investigation, remediation or monitoring is required that is the responsibility of Tenant hereunder, Landlord and its lessees, successors and assigns: (i) shall permit, without charge, cost, fee or assessment, Tenant and its agents and representatives reasonable access to the Premises for completing such investigation, remediation, and monitoring and (ii) shall not materially damage, disturb or remove or otherwise unreasonably impede or interfere with such investigation, remediation or monitoring or the associated equipment, installations or facilities. Tenant shall not be liable or responsible for any disruption of business or other liabilities, costs or expenses incurred by Landlord or its lessees, successors or assigns that may be caused by Tenant’s investigation, remediation or monitoring activities provided that Tenant has acted reasonably in conducting such activities. Landlord shall obtain from all lessees, successors and assigns of the Premises written agreement to the provisions in this paragraph.

(h) Tenant shall indemnify, defend, and hold Landlord harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities, liens or losses (including, without limitation, diminution in value of the Premises as a convenience food store selling gasoline and other petroleum products or other then current use, damages for the loss or

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restriction on use of rentable or usable space or of any amenity of the Premises, damages arising from any adverse impact on marketing of space of the Premises, and sums paid in settlement of claims, and reasonable attorneys’ fees, consultation fees, and expert fees) (i) in connection with the environmental condition of the Premises prior to the Effective Date (notwithstanding anything contained in this Lease to the contrary); and/or (ii) which arise during or after the Term of this Lease as a result of Tenant’s noncompliance with Environmental Laws or any Hazardous Material not addressed by the Environmental Report, but solely with respect to Tenant’s operation of Tenant’s business in and about the Premises, Tenant having no obligation to indemnify Landlord from any of the preceding matters if caused by Landlord, its agents, employees, contractors, lenders, or any business invitee of Landlord, nor shall Tenant be liable to indemnify Landlord from any claim, judgment, damage, penalty, fine, costs, liability, or loss attributable to such person’s negligence or intentional misconduct. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation or site conditions or any cleanup, 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 ground water on or under or emanating from the Premises and all costs, fines, settlements and charges resulting from any violation of law, including Environmental Laws, by Tenant related to Tenant’s operation of Tenant’s business or the activities of any customer or invitee of Tenant. Without limiting the foregoing, if the presence of any Hazardous Material on the Premises results in any contamination of the Premises, Tenant shall promptly take all actions at its sole expense as are reasonably necessary to return the Premises to the condition existing prior to the introduction of any such Hazardous Material to the Premises, but Tenant shall have no obligation to reduce the level of Hazardous Material on the Premises below the threshold for remediation required under applicable Environmental Laws or by government authorities having jurisdiction; provided that Landlord’s approval of such actions shall first be obtained, which approval shall not be unreasonably withheld or delayed and so long as such actions would not potentially have any material adverse long-term or short-term effect on the Premises. This indemnification shall survive the expiration or earlier termination of this Lease.

(i) The term “Hazardous Material” means any substance, material, or waste which is toxic, ignitable, reactive, or corrosive and which is or becomes regulated by local or state governmental authority or by the United States Government. The term “Hazardous Material” includes without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” by any local or state law, (ii) oil and petroleum products and their by-products, (iii) asbestos-containing materials, (iv) designated as a “hazardous substance” pursuant to the Federal Water Pollution Control Act, (v) defined as a “hazardous waste” pursuant to the Federal Resource Conservation and Recovery Act, or (vi) defined as a “hazardous substance” pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act. Hazardous Material does not include cleaning agents used in connection with operation of Tenant’s business on the Premises provided such agents are contained and used in accordance with applicable Environmental Laws and manufacturer’s requirements.

(j) The term “Environmental Laws” shall mean any law, statute, regulation, order, or rule now or hereafter promulgated by any governmental entity, whether local, state, or federal, relating to air pollution, water pollution, and/or transporting, storing, handling,

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discharge of or disposal of Hazardous Material, including, without limitation, the following: the Clean Air Act: the Resource Conservation and Recovery Act, as amended by the Hazardous Waste and Solid Waste Amendments of 1984; the Comprehensive Environmental Response, Compensation, and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of 1986; the Toxic Substances Control Act; the Federal Insecticide and Rodenticide Act, as amended; the Safe Drinking Water Act; the Occupational Safety and Health Act; the Hazardous Materials Transportation Act; and the National Environmental Policy Act, as the same may be amended from time to time.

6. TRADE FIXTURES AND EQUIPMENT . All Petroleum Equipment, furniture, trade fixtures, all signage and supporting structures, and equipment of Tenant (including gasoline canopy and structure, equipment located within structures housing a car wash, built-in refrigeration equipment, and walk-in coolers, which refrigeration equipment and coolers are deemed to be personal property notwithstanding their attachment to the Premises), and every other item of personal property not permanently attached to the Premises (collectively, “Tenant’s Personal Property”) are to remain and be the property of Tenant and Tenant is to have the right and privilege of removing any and all such property and equipment at any time during the continuance of this Lease or any extension hereof. Except with respect to Petroleum Equipment, in the event any of Tenant’s Personal Property is not removed by Tenant prior to the expiration or earlier termination of this Lease, title thereto shall automatically pass to and vest in Landlord, and Tenant shall thereafter be relieved of any and all responsibility in connection with said equipment. If Tenant’s Personal Property is removed, Tenant promptly shall restore the Premises to their condition immediately prior to the removal of such property to the extent commercially practicable. If Tenant’s Petroleum Equipment is removed, Tenant promptly shall restore the Premises in accordance with Section 5 of this Lease. It is further understood and agreed that the buildings and structures erected on the Premises, including heat and air conditioning equipment, may not be removed by Tenant at the expiration or termination of this Lease.

7. TENANT’S RIGHT TO ALTER AND IMPROVE . Except as provided in Sections 5 and 6 hereof, Tenant shall not make any additions, alterations, or improvements in or to the Premises without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. This prohibition shall not apply to interior or exterior remodeling or alteration which does not affect the structural integrity of buildings or which would not impair the use of the Premises as a convenience food store, and shall not apply to Tenant’s repainting of the interior or exterior of the buildings or structures on the Premises nor to changes in Tenant’s signage or “trade dress.” Except as otherwise provided herein, all additions, alterations, and improvements made in or to the Premises by either Landlord or Tenant shall become the property of Landlord and be surrendered with the Premises at the termination of this Lease. All alterations, additions, or improvements (including, without limitation, interior or exterior remodeling and repainting and changes in Tenant’s signage or “trade dress” as set forth above), shall be accomplished by Tenant in a good and workmanlike manner, shall be authorized by any governmental authority having jurisdiction over the Premises to the extent required by applicable law, and shall be in conformity with applicable laws and regulations. Upon completion of any such work, Tenant shall provide to Landlord “as-built” plans. Tenant shall pay when due (subject to matters contested by Tenant in good faith) all claims for such labor and materials and shall give Landlord at least ten (10) days prior written notice of the commencement of any such work to the extent any such work is anticipated to cost in excess of

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Fifteen Thousand Dollars ($15,000.00) in the aggregate for the project. Landlord may enter upon the Premises, in such case, for the purpose of posting appropriate notices, including, but not limited to, notices of non-responsibility. Notwithstanding anything contained herein, in the event that the Premises is used for any use other than a convenience food store or gas station, Tenant shall obtain Landlord’s prior written consent and approval for any structural additions, alterations, or improvements in or to the Premises, which may be withheld by Landlord in its sole and absolute discretion.

8. USE OF PREMISES; LAWFUL PURPOSES . Tenant covenants that the Premises shall be used for a convenience food store and for the sale of gasoline and other petroleum products or such other business as Tenant may desire (“Use”) so long as the Use is lawful and does not violate any applicable federal, state, county, or municipal ordinances and laws that are in force and does not violate any restrictions applicable to Landlord with respect to the Premises or other property owned or leased by Landlord in the vicinity of the Premises so long as any such restrictions are disclosed by Landlord to Tenant in writing and do not prohibit, restrict or impair Tenant’s use of the Premises for a convenience food store or gas station. In the event that the Premises is used for any use other than a convenience food store or gas station, Tenant shall obtain Landlord’s prior written consent and approval for any structural alterations as set forth in Section 7 hereof. Tenant has satisfied itself, and represents to Landlord, that such Use is lawful and conforms to all applicable zoning and other use restrictions and regulations applicable to the Premises. In the event of the occurrence of a violation of law, Tenant shall not be in default under this Lease if applicable law does not require Tenant to take any action to correct the alleged violation. In the event of the occurrence of a violation of law, if applicable law requires Tenant to take certain action, Tenant shall not be in default under this Lease so long as Tenant proceeds to take all action required by applicable law and by any federal, state, county, or municipal authority having jurisdiction, provided Tenant pursues such required action in a timely manner and in conformity with the regulations of the governmental authority having jurisdiction.

Tenant, at Tenant’s sole expense, promptly shall comply with all applicable statutes, ordinances, rules, regulations, orders, covenants and restrictions of record, and requirements in effect during the Term, regulating the use by Tenant of the Premises, including, without limitation, the obligation at Tenant’s cost, to alter, maintain, or restore the Premises in compliance and conformity with all laws relating to the condition, use or occupancy of the Premises during the Term (including, without limitation, any and all requirements as set forth in The Americans with Disabilities Act) (collectively, “Legal Requirements”) and regardless of (i) whether such laws require structural or non-structural improvements, (ii) whether the improvements were foreseen or unforeseen, and (iii) the period of time remaining in the Term. During the Term, Tenant, at its expense, shall comply with all restrictive covenants or other title exceptions affecting the Premises and perform all of the obligations set forth therein, including any payment obligations, regardless of whether such payment obligations occur during, or prior to, the Term.

Tenant shall have the right, after prior written notice to Landlord, to contest by appropriate legal proceedings, diligently conducted in good faith, in the name of Tenant or Landlord or both, the validity or application of any Legal Requirement subject to the following: (i) if by the terms of any such Legal Requirement, compliance therewith pending the prosecution

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of any such proceeding may legally be delayed without the incurrence of any lien, charge or liability of any kind against the Premises or any part thereof and without subjecting Tenant or Landlord to any liability, civil or criminal, for failure so to comply therewith, Tenant may delay compliance therewith until the final determination of any such proceeding; (ii) if any lien, charge or civil liability would be incurred by reason of any such delay, Tenant nevertheless may contest as aforesaid and delay as aforesaid, provided that such delay would not subject Landlord to criminal liability and Tenant (A) furnishes to Landlord security reasonably satisfactory to Landlord as to form and amount against any loss or injury by reason of such contest or delay and (B) prosecutes the contest with due diligence; and (iii) in any case where the consent of any Landlord’s mortgagee is required for any of the contests mentioned above, Tenant shall secure such consent prior to commencing such contest. Landlord, on written request from Tenant, shall execute and deliver any appropriate papers which may be necessary or proper to permit Tenant so to contest the validity or application of any such Legal Requirement. Tenant covenants that Landlord shall not suffer or sustain any costs, expenses or liabilities by reason of any act or thing done or omitted to be done pursuant to this paragraph. The provisions set forth in this paragraph shall not apply to Environmental Laws, which are governed by Section 5.

Notwithstanding anything contained herein to the contrary, Tenant may cease business operations at the Premises (“go dark”) provided Tenant continues to pay Rent and all other monetary obligations in this Lease, to perform the other terms and conditions of this Lease expressly including insuring the Premises, and takes all reasonable steps to protect the Premises against vandalism.

9. NUISANCE . Tenant agrees not to create or, subject to conditions caused by others, allow any nuisance to exist on the Premises, and to abate any nuisance that may arise, promptly and free of expense to Landlord. This Section 9 shall not apply to releases of petroleum products, which are governed by Section 5.

10. TAXES .

(a) Tenant’s Required Payments . Tenant shall pay before delinquency and as additional rent, all taxes, assessments (which shall include all taxes due for 2007), license fees, costs incurred pursuant to covenants and restrictions affecting the Premises, and other charges, (collectively referred to as “Taxes”) levied or assessed against all merchandise, personal property, real property, buildings and improvements, and any other obligations which are or may become a lien or levied against the Premises. Tenant shall provide Landlord with evidence of payment of Taxes promptly upon request. If, at any time during the Term, the state in which the Premises are located or any political subdivision of the state, including any county, city, county and city, public corporation, district, or any other political entity or public corporation of that state, levies or assesses against Landlord a tax, fee or excise on (i) rents, including, if applicable, property taxes, insurance, maintenance, and other costs incurred by Tenant by which Landlord may benefit; (ii) on the square footage of the Premises; (iii) on the act of entering into this Lease; or (iv) on the occupancy of Tenant, or levies or assesses against Landlord any other tax, fee, or excise, however described, including, without limitation, a so-called value added tax, as a direct substitution in whole or in part for, or in addition to, any real property taxes, Tenant shall reimburse to Landlord or directly pay before delinquency that tax, fee, or excise. It is the intention of Tenant and Landlord that all new and increased assessments, taxes, fees, levies, and

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charges, and all similar assessments, taxes, fees, levies, and charges be included within the definition of Taxes for the purpose of this Lease. If, at any time during the Term, the laws concerning the methods of real property taxation prevailing at the commencement of the Term are changed so that a tax or excise on rents or any other tax, however described, is levied or assessed against Landlord as a substitution in whole or in part for any real property taxes, then Taxes shall include, but not be limited to, any such assessment, tax, fee, levy, or charge allocable to or measured by the area of the Premises or the rent payable hereunder, including, without limitation, any gross income tax with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use, or occupancy by Tenant of the Premises, or any portion thereof.

(b) Payments Not Required by Tenant . Tenant shall not be required to pay any municipal, county, state, or federal income or franchise taxes of Landlord, or any inheritance or transfer taxes of Landlord or annual reporting or other fees in connection with maintaining Landlord’s organizational existence under the laws of the State of its formation or creation.

(c) Assessments . If any assessment for a capital improvement made by any public or governmental authority shall be levied or assessed against the Premises, and the assessment is payable either in a lump sum or on an installment basis, then Tenant shall have the right to elect the basis of payment. If Tenant shall elect to pay the assessment on the installment basis, then Tenant shall pay only those installments which shall become due and payable during the Term.

(d) Utility Payments . Tenant shall promptly pay when due all charges for water, gas, electricity, and all other utilities furnished to or used upon the Premises, including all charges for installation, termination, and relocations of such services.

(e) Tenant’s Right to Contest Utility Charges, Contest Taxes and Seek Reduction in Assessed Valuation of the Premises . Tenant, at its cost, shall have the right, at any time, to seek a reduction in the assessed valuation of the Premises or to contest any Taxes or utility charges that are to be paid by Tenant. If Tenant seeks a reduction or contests any Taxes or utility charges, the failure on Tenant’s part to pay the Taxes or utility charges shall not constitute a default as long as Tenant complies with the provisions of this Section 10. Tenant may use any means allowed by statute to protest property tax assessments or utility charges as defined in this Section 10 as long as Tenant remains current as to all other terms and conditions of this Lease. If, during the protest period, any lease defaults occur and the protested Taxes or assessments have not been paid, then Tenant shall furnish to Landlord a surety bond issued by an insurance company qualified to do business in the state where the Premises are located. The amount of the bond shall equal one hundred ten percent (110%) of the total amount of Taxes in dispute. The bond shall hold Landlord and the Premises harmless from any damage arising out of the proceeding or contest and shall insure the payment of any judgment that may be rendered.

(f) Landlord Not Required to Join in Proceedings or Contest Brought by Tenant . Landlord shall not be required to join in any proceeding or contest brought by Tenant unless applicable law requires that the proceeding or contest be brought by or in the name of Landlord or the owner of the Premises. In that case, Landlord shall join in the proceeding or contest or permit it to be brought in Landlord’s name as long as Landlord is not required to bear

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any cost. Tenant, on final determination of the proceeding or contest, shall immediately pay or discharge any decision or judgment rendered, together with all costs, charges, interest, and penalties incidental to the decision or judgment.

11. INSURANCE .

(a) Tenant shall keep the buildings located upon the Premises insured against loss or damage by fire or other casualty and extended coverage, vandalism, malicious mischief and special extended perils in an amount equal to the replacement cost of the Improvements on the Premises and all contents located on or within the Premises. The insurance required to be maintained by this Section 11(a) shall provide that payments for losses be made jointly to Landlord or Landlord’s mortgagee and Tenant; provided, however, neither Landlord, Landlord’s lender, nor any other person other than Tenant shall be entitled to any insurance proceeds applicable to the Petroleum Equipment, Tenant’s Personal Property, inventory, or business interruption, except in the event that Landlord exercises or will exercise its option to purchase the Petroleum Equipment pursuant to Section 5(d), whereupon Tenant shall assign or pay over to Landlord any insurance proceeds and the amount of any deductibles, applicable to the Petroleum Equipment. If the Premises are located in a one hundred year flood zone or in an area recognized as having a risk of damage by earthquake, Tenant shall, at Tenant’s expense, obtain and keep in force during the Term a policy or policies of insurance covering loss or damage due to perils caused by earthquake and/or flood. Such insurance policies may contain commercially reasonable exclusions, retention and deductible amounts.

Landlord acknowledges and agrees that as of the Effective Date, Tenant’s current program of insurance affords coverage for perils of flood for real property located in FEMA Flood Zones A and V with deductibles of five percent (5%) of the insured value subject to a cap of $1,000,000.00 and two percent (2%) of the insured value subject to a cap