Page 1 of 1

PUBLIC HEARING AGENDA ITEM DATE: November 4, 2019

SUBJECT: Liquor License Transfer: LIQ2019-00062: TWO GUYS FROM DC INC dba LABATES LIQUORS INC FROM: Brandan Slattery AGENCY/DEPARTMENT: Community and Economic Development RECOMMENDED ACTION: That the Adams County Liquor and Marijuana Licensing Authority Board Approve the Transfer of the Liquor Store Liquor License to TWO GUYS FROM DC INC dba LABATES LIQUOR INC BACKGROUND: On August 20, 2019, applicant Two Guys From DC Inc., submitted an application seeking the transfer of the Liquor Store class liquor license from Syoum Properties LLC dba Labates Liquors to Two Guys From DC Inc., dba Labates Liquor located at 7570 Broadway, Denver, CO 80221. All fees associated with the application for the Transfer of the Retail Liquor License were received on August 20, 2019. Applicant entered into a lease agreement for the property in August 1, 2019. The State of Colorado Liquor Store Liquor License for Labates Liquors is valid and current through March 5, 2020. Adams County Temporary Liquor License AC2019-00062 was issued on August 20, 2019 and expires December 17, 2019. Applicant’s fingerprints were submitted to the Colorado Bureau of Investigation. AGENCIES, DEPARTMENTS OR OTHER OFFICES INVOLVED: Planning: No review, no comment. Permits: None Enforcement: No review, no comment Building: No review, no comment No known DOR-LE actions or investigations during the year. ATTACHED DOCUMENTS: Transfer Application

,,*,*,,,*,,FJ$*P\ \-, o DocBf,,,oo LiquorLrquor Enforcement DivrsionO"'RECEIVED AUG 2 0 ?01S Retail License Application

[,,lew License flew-Concurrent Elrransfer of ownership Dtate Property Only

. All answeE must be printed in black ink or typewritten

. Applicant must check the appropriate box(es)

. Applicant should obtain a copy of the Colorado Liquor and Beer Code: wwl,v.colorado.gov/enforcement/liquor

t, Applicant is applying as a/an !ndividual[Porporation

ffimited Liability company E{ssocialion or olher

Dartnership (ancludes Limited Liability and Husband and Wife Partnerships)

coiPoiation, name ot corporation

Two Guys From OC lnc.

FEIN Number

2a. Trade Name of Establishment (DBA)

Labates LiquorSt,te Sales Tax Number

42275990Business Telephone

(303) 4296744

-r.aoaressorpremcllocationoIpremises.includesuitdunitnumbe6)

7570 BroadwayCity

DenverCounty

AdamsState

coCode

802214. Mailing Address (Number andStree0

7570 BroadwayCity or Town

DenverSlate

COZIP Code

802215. Emar Address

birhanu.abay@yahoo.com6. lf the premises currently has a laquor or beer li@nse, you must answer the following questions

Present Trade Name of Establishment (DBA)

Labates LiquorsPresent State Lic€nse Number

03-1 1355Present Class of Lacense

Liquor Store (County)Present Expiralion Oate

03105120

Section A Nonrefundable Application Fees Section B (cont.) Liquor Llcense F€es

flpplication Fee for New Lrcense

Dpplication Fee tor New License Concunent Review

trLApplrcatron Fee for Transfer ..

s550.00

$650.00

s550.00

Eodging & Entedainment -L&E (County) s500.00

.. $75.00

..$75.00

ftr4anager Registration - H& R.

filanager Registration - Ta\em

E anager Regisralion - Lodging& Enteftinrnent............................... $75.00

mlanager Regidration - CampusLquor Comp|er.................,............ 575.00

E aster File Localion Fee......-................ $25.00 X Tdal-E/bster File gadqound ...................... 5250.00 x Tcaal-Dptional Pre.nis€s Ucense (Ctty) ..... ... .. ............ ...... .............. ........ ..... $500.00

Dptional Pcrnises LjcerEe (County).................................................. S500.00

flacetrsck Lioense (Crty) .............. ..................................................... $500.00

BacetrackLioense(County)...........................................................$500.00

Besod Complex Li:ense (Crty)........................................................... S500.00

Besod Compler License (Courny) ................-............................. ..... 5500.00

Belated Facility - Campus Lhuorcornplex (CM............................. 3160.00

Gelated Facility - Campus Lhuorco.nplex (County).........,.... .... .....S,|60.00

Belated Facility - Campus Liluorcornplex (State)............................S150.00

BetailGaming Ta\,em Lhense (City)........................ ......................... 5500.00

BetailGaming Talem Ucense (County) ............................................ $500.00

Betail LGuor Store License-Additional(City)....................................$227.fi

Betail Lhuor Store Licenseddditional (County) ............................. .. 531 2.50

BetailLhuorStore(C(y)...........................................................S227.50EietailLiluorStorc(County).............................................................5312.50

Davem Lic€nse (City)................................................................ 5500.00

Davem Lic€nse (County).......... .. .......... Ssm.m

[rntnersRestaurantLicense(Cfy)..............................................$750.00

ryntne6 Restaurant Ljcense (Cour y) ..............-................................ 5750.00

Section B Liquor Licens€ Fees

Doa opti:naleremises to H& R .. ....s100.00x Toaal_Elroo neaeO r*ny to ResoncomplefTs.m X-Tdal-Ddd Silervalk Service tuea . ..... ..... . ..... . ............. .. ... .. ....... ... ................ $75.00

Elrts Liceftse (Crty) ...................... ................ $308.75

[Ins License (county) ................................... 5308.75

fEeer and Wine Licsnse (crty)............................................................ $351.25

Deer and Wine License (County) .................. ... .... . ...... ...... ................. 5436.25

Elrew Pub License (City)................................-.............. ..... ....... ..... ..... $750.00

DlewPubLicense(Coutty)..........................................................3750.00

Brmpus Lnuorcomplex (CM... . ..... .. .-.. ....,..... ................... .. . $500.m

Barnpus L(uor Cornpler (County) ...,............................. .. ....... .. ... ... .. 5500.00

Dampus LhuorCornplex (S1ate) ............................... ..................... . $500.m

Dtub Lirense (city).... . ...-....-.-.-................ $308.75

[Dbb License (County).................................................................. ..... $308.75

Disiltery Puo License (Crty).. .................................. .......................... $750.00

Disltery Pub License (County)...... ..... .. . ,....................................... $750.00

DlotelandRestaurantLicense(City)..............................................5500.00

flotel and Restiauranl Li:erEe (County)....................... ..................... S500.m

Ebtd and R6taurant License Wone opt premises (Crty) ... ........... . .. $600.m

Ebtel and Restaurant License wone optprernites (County).. ......... $600.fl)

flhuo.+icansedDrugstoE(City)....................-.........................$227.50Diquor{icens€d DrugstoE (County)....................... ....... ................. $312.50

Bodging & Entertainment -L&E (City) $500.00

Questions? visit: www.colorado.gov/enforcemenuliquor lot more informationnot write in this space - or rtment of Revenue use on

Liability lnformalion

License Account Number Liability Date License lssued Through (Exprration Date) Total

$

1

DR8404(06/10/1e) ApplicationDocumentscheCklistalnstructions: This checklist should be utilized to assist applicants withAll documents must be properly signed and correspond with the name of the aor leqiblv oflnted. Upon final State approval the license will be mailed to thenon16fundabte. Questions? Visiti www.colorado.gov/enforcement/liquor lot

nd Worksheetfilino all reouired documents for licensure.pplidant exaitlv. All documents must be typedlocal licensing authority. Application fees aremore information

Items su lease check all a boxes com eted or documents suromAppJicant informationfA. ApplicanVLicensee identifiedEIB. State sales tax license number listed or applied for at time of application6C. License type or other transaction identified! D. Return originals to local authorityE E. Additional information may be required by the local licensing authority

t.

dF. All sections of the application need to be completed

Diagram of the premisesEl'A. No larger than 8 112" x'11"ErB. Dimenlions included (does not have to be to scale). Exterior areas should show type of control (fences,

walls, entry/exit points, etc.)E C. Separate diagram for each floor (if multaple levels)! D. Kitchen - identified if Hotel and RestaurantElE. BotdlOuttined Licensed Premises

.

Proof of property possession (One Year Needed)flA. Deed in name of the applicant (or) (matching question #2) date stamped / filed with CountyClerkE[8. Lease in the name of the applicant (or) (matching question #2)

EC. Lease assignment in the nameofthe applicantwith proper consent from the Landlord and acceptance by theApplic€nt

E D. Other agreement if not deed or lease. (matching question #2) (Attach prior lease to show right to assumption)

M. Background information and financial documentsgA. lndividual History Records(s) (Form DR 8404-l)dB. Fingerprints taken and submitted to the appropriate Local LicensingAuthority through an approved State

Vendor. Master File applicants submit results to the State using code 25YQHT with ldentocO.The Vendors are as follows:ldentocO - https: //ue n roll. identogo. com/Phone: 844-539-5539 (toll-free)ldentoGO F AQs hftpslhrww.colorado.gov/pacific/cb ifidentitication-faqsColorado Finge.printing - http://www.coloradofingerprinting.comAppointment Scheduling Website: http://www.coloradofingerpinting.com/cabs/Phone 720-292-2722 foll Ftee. 833-224-?227

E[_C Purchase agreement, stock transfer agreement, and/or authorization to transfer license

dD. List of atl notes and loans (Copies to also be attached)

Sole proprietor/husband and wife partnership (if applicable)E A. Form DR 4679E B. Copy of State issued Driver's License or Colorado ldentification Card for each applicant

Vl. Corporate applicant information (if applicable)EA. Certaficate of lncorporation date stamped by the Colorado Secretary of State's OfficeE B. Certificate of Good StandingI C. Certificate of Authorization if foreign corporationI D. List of otficers, directors and stockholders of applying corporation (lf wholly owned, designate a minimum of

one person as principal officer of parent)

Vll. Partnership applicant information (if applicable)! A. Partnership Agreement (general or limited). Not needed if husband and wifeE B. Certificate of Good Standing (lf formed after 2009)

Vlll. Limited Liability Company applicant information (if applicable)E A. Copy of articles of organization (date stamped by Colorado Secretary of State's Office)E B Certificate of Good Standingn C. Copy of operaling agreementE D. Certificate of Authority if foreign company

Manager registration for Hotel and Restaurant, Tavern, Lodging & Entertainment, and Campus Liguo.Complex licenses when included with this applicationE A. $75.00 feeE B. lndivrdual History Record (DR 8404-l)dC. lf owne, is managing, no fee required

lx

2

I

DR 840! t1

-Account

NumberTy,e of LicenseRetail Liquor StoreTwo Guys From DC lnc

name

ts the applicant (inctuding any ofthe padners if a panneGhip: membe6 or managers if a limited liability company; or officers,

stockholders or directors if a corporation) or managers under the age oftwenty-one years?

Y6llotr7

& Has the applicant (including any ofthe partners if a padnershipi members or managers

stockholders or directors if a corporation) or managers ever (in Colorado or any other state)i

(a) Been denied an alcohol beverage lic€nse?

(b) Had an alcohol beverage license suspended or revoked?

(c) Had interest in another entity that had an alcohol beverage license suspended or revoked?

if a limited liability company: or officers,

to 8a, b or c, explain in detail on a separatesheetlf you answered yes

NE!EtrE9. Has a liquor license application (same license class), that was located within 500 feet of the proposed premises, been denied within the tr E

prec€ding two years? ll "yes", explain indetail

Colorado law, or the principalcampus of any college, universityor seminary?nol

D

E

fschoolthat meets compulsory educataon requirements oflO. Are the premises to be licensed within 500 feet. of any public or Private

Waive. by l@al ordinance?

Otheri

11. ls your Liquor Licensed Drugstore (LLOS) or Retail Liquor Store (RLS) within

sales in a jurisdiclion with a population ofgreater than (>) 10,0000? NOTEi1500 feet of another retail liquor license for otf-premises

The distance shall be determined by a radius measurement

that begins at the principal doorway ofthe LLDS/RLS premises for which the application is being made and ends at the principal door-

way of the Licensed LLDS/RLS.tr E

sales in a jurisdidion with a population ot less than (<) 10,0000? NOTEr The distance shall be determined by a radius m€asuremenl

that begins at the principal doorway ol the LLDS/RLS premises for which the application is being made and ends at the principal

doo.way of the Licensed LLOS/RLSD d

'12. ls your Liquor Licensed Drugstore (LLDS) or RetailLiquor Store (RLS) within 3000 feel of another relail liquor license for otf-premises

13b. Are you a Colorado resident? tr f14. Has a liquor or beer license ever been issued to the applicant (including any

Lrmited Liability Company. or officers, stockholders or directors if a corporation)? lf yes, identify the name of the business and list any

q!IIg4! financial interest in said busaness including any loans to or trom a licensee.tr E

of the partners. if a partnership; members or manager if a

anangement?

[Dwnership Eease [htpr (exdain in Detail)

a. lf leased, list name ol landlord and tenanl, and date olexpiration, exactly as they appear on the lease:

possession of the premises by owne6hip, lease or other15. Does the applicant. as listed on line 2 of this applicalion. have legal fif

Expires

05t31t25Two Guys From DC lncTenantLandlord

ASK LLCNFb. ls a percentage of alcohol sales included as compensation to the landlord? !f yes, complete question 16

c.Attach a diagram that designatesthe area to be licensed in black bold outline (including dimensions) which showsthe barS. brewery,walls, partitions,

entrances. exits and what each room shall be utilized for in this business. This diagram should be no larger than I 1/2" X 11"

16. Who. besides the owners listed in this application (incl rtnerships, corporations, limited liabilitycompanies) 'rillloan or give money,

inventory, furnilure or equipment to or for use in this business; or who will receive money from this business? Attach a separate sheet il necessaryuding pe.sons, firms, pa

FEIN or SSN nteresYPercentage

1st LienFrrst Name Date of BirthLast Name

Hamni BanklnteresuPercentageDate of Birth FEIN or SSNFirst NameLast Name

Anach copies otall notes and security instruments and any wrinen agreement or details ofany oralagreement, by which any person (includingpartnerships, corporations, limitod liability companies, otc.) will share in the proit or g.oss proceeds ofthis establishmgnt, and any agresmentrelating to the businesswhich is contingent or conditional in any way by volume, ptofit, sales, giving ofadvice or consultation.

17. Oplional Premises or Hoteland Restaurant Licenses with Optional Premises:Has a localordinance or resolution autho.izing optional premises been adopted? N/A

Number of additional Optional Premise areas requ$ted. (See license fee chan)

! t18. For the addition of a Sidewalk Service Area per Regulation 47-302(AX4), include a diag.am of the service area and documentation received from

thg local governing body authorizing use of the sidewalk. Documentation may include but is not limited to a statement of use, permit, easement, orother legal pe.missions-

'19. Liquor Licensed Drugstore {LLDS) applicants, answer the following.(a) ts there a pharmacy, licensed by the Colorado Board ot Pharmacy located within the applicant s LLDS premise? N/A tr f

lt "yes" a copy ol license must be attached.

13a. For additional Retail Liquor Store only. Was your Retail Liquor Store Ljcense issued on or before January 1 , 2016? N/A tr

3

DRName

Two Guys From DC lncType of License

Retail Liquor StoreAccount Number

20. Club Liquor License applicants answer the following: Attach a copy of applicable documentation

(a) ls the applicanl organrzation operated solely icra national, social, fratemal, patriotjc, politic€lor atnftic purpose anO nA for{Arniarygain? ! f(b) ls the applicant organization a regularly chartered branch, lodge or chapter of a national organization which is operated solely for tr fthe objecl of a patriotic or fraternal organization or society, but not for pecuniarygain?

(d) Has applicsnt occupied an establishment for three years (three years required) that was operated solely for the reasons stated aboveE f21. Brew-Pub, Distill€ry Pub or Vintne/s Restaurant applicants answer the following:

(a) Has the applicant received or applied for a Federal Pemit? (Copy of permit or application must beattached) N/A trf22. Campus Liquor Complex applicants answer the following

(a) ls the applicant an institulion ofhigher education? N/A Yes No!trtrt(b) ls the applacant a person who contracts with the institution of higher education to provide foodservic€s?

lf "yes" please provid€ a copy of th6 contract with the institution of higher education to provide food services.23. For all on-premises applicants.

a Hotel and Restaurant, Lodging and Entertainment, Tavem License and Campus Liquor Complex, the Registered Manager must also submit anhdividual History Record- DR 8404-l and fingeQrint submitted to approved State Vendor through the Vendo/s website. See application checklist, Sedion lV, for details.

b. For all fugstores (LLoS) the Pemitted Manage anfuanager Pe.mit Application- DR 8000 and fingerprints

Last Name of Manager

AbayFirst Name of Manager

Birhanu24. Does this manager act as the manager of. or have a financial interest in, any other liquor licensed establishment in the State ol

Colorado? lI yes. provide name, type of license and account number tr -25. Related Facility - Campus Liquor Complex applicants answer the following:

a. ls the related facility located withan the boundaries ofthe Campus Liquorcomplex? N/Alf yes, please provide a map ofthe geographical location within the Campus Liquor Complex.lf no, this license type is not available for issues outside the geographical location ofthe Campus Liquor Complex.

b. Designated Manager Ior Related Facility- Campus Laquor Complex

Yes Notrt

Lasl Name of Manager

nlaFirst Name of Manager

26. Tax Oistrjint tnformition. Does the applicant or any other person listed on thls apbliation including its padners, officers, direclors,stockholders, members (LLC) or managing members (LLC) and any other persons with a 10% or greater financial interest in theapplicant currenlly have an outstanding tax distraint issued to them by the Colorado Department of Revenue?

lf yes, provide an explanation and include copies ot any payrnenl agreements-

trF

27. lf applacant is a corporation. partnership, association or limited liability company, applicant must list all Officers, Directo6, General Partners,and Managing Msmbe6. ln addition, applicant must list any stockholders. parlners, or members wath ownership of 10olo or more in thsapplicant. All pe6ons listed below must also attach form DR 8404-l (lndividual History Record), and make an appointment with an approvedState Vendor through their website See application checklist, Sectron lV, for details

Name

Birhanu AbayDOB Posrtion

Director &President%Owned

50Name

Adiamseged TadalDOB Position Director

Vice President%Owned

50Name Home Address. City & State DOB Position

& Secretary%Owned

Name Home Address, City & State DOB Position %Owned

Name Home Address City & State DO8 Position %Owned

" lf applicant is owned 100% by a parent company, please list the designated principal offic€r on above." Corporations - the President, Vice-President, Secretary and Treasurcr must be accounted to. above (lnclude owne6hip percentage it applicable)" tf totat ownership percentage disclosed here does not total 100%. applicant musl check this box:

f$pplicant affirms that no rndryidualother than these disclosed herein owns 1O7o or more ofthe applicant and does not have financial interest in aprohibited liquor license pursuant to Article 3 or 5, C.R.S.

4

DR E40a (06X 0/19)

NameTwo Guys From DC lnc

fvpEtit-'censeRetail Liquor License

Account umber

Oath Of ApplicantI declare under penalty of perlury in the second degree that this application and all attachments are lrue, correct, and complete to the best of my

knowtedge. I atso acknowtedge ihat it is my respon;ibility and the responsibility ot my agents and employees to comply with the provisions of the

Colorado Liquor or Beer Code which affect my license

Authorzed ignatu Printed Name and Title Date

Birhanu Abay, Director & President

Report and Approval of L!g!!!icensing Authority c /County)Oate application filed with local autho nty Dale of tocat autrority nearing (lor new license applbants: cannot be less than 30 days frofi date of application)

The Locat Lrcensing Authority Hereby Afirms that each peEon required to tile DR E4O4J (lndivftlual History Recod) or a oR 8000 (Manager Permit) has

been:

Gingerprintedfbubjed to bad(ground investigation, including NCIC/CCIC check for outstandang warrants

That the local authority has conducted, or intends to conducl, an inspeclion ot the proposed premises to ensure that lhe applicant is in compliance with

and aware of, liquor code provisions afiecting their class of license

(Check One)

Date of inspeclion oranticipated date

EAriltconduct inspection upon approvalof state licensing authority

Ds the Liquor Licensed Drugstore (LLDS) or Retail Liquor Store (RLS) within 1,500 feet of another retail liquor license for off-

premises sales in a jurisdiclion with a population of > 10,0000?

Ds the Liquor Licensed Drugstore(LLos) or Retail Laquor Store (RLS) within 3.OOO feet of another retail liquor license for off-

premises sales in a jurisdiclion with a population of <'!0.0000?

NOTE: The distance shall b€ determined by a radius measurement that begins at the principal doorway of the LLDS/RLS premises

for which the application is being made and ends at the principal doorway ofthe Licensed LLOSiRLS

Does the LiquoFLicensed Drugstore (LLOS) have at least twenty percent (20%) ofthe applicant's gross annual income derived

from the sale of food, during the prior twelve (12) month period?

Yes No

tr

n

tr

The foregorng apptic€tion has been examined; and the premises, business to be conducled, and character ofthe applicant are satisfactory We do

repon ttrit suit ticense, if granted, will meet the reasonable requirements ofthe neighborhood and the desires of the adult inhabitants, and wili comply

with the provisions of T le 44, Article 4 or 3, C.R.S., and Liquor Rules The.eIore, this application is approved.

Locat Licensing euthoritY for Telephone Number fFown. City

DountySignature Pnni- Date

Print Title Date

5

T(le

Signature

D

l'.t.l}:i..{|1i]r.}!,-r]j:rlli.]lii'r',1]iv.:]\i}|r.-jltirii:..i:rlOi\, ijsl ir!l:lLtlr:ij l.ir.ist(,! t)f,,t)r.).r,,1t,n,,,i ti,r. i{r:iir:i:t!,.;,,4l .ir.}a

''iiri,raJni !t;ii ;,t :j .'i | , , .,,

i i. irjJ: rl<.iri,:),.,.i),Iri., ir,, ;.,,r;::,r:r,r ._;, i!.,. ir,,i1i,!:r:,.i..r1 :.....!,r;.i1',

day oi Aqgust . ;til 19

CJ N(. .Jrcorro, ber 9..1qt, ,,.F,!tu,y t,.r-rst,,,,.-.j ,. ,.,,.1

l'aensea he!€b', aulho!1Zes lire transfe. of ils Co!.,ra.to R..1;lri !.!(lli(). L!a{rnle tc iilr,t&lpiic:r]a ;ls agent or a cer-rpii.ty. corpa)r.tti(Jrt arartne.si r., .. arlhsr i-,ij:iiness entrly'!o ar5'o.ire,'l tri lne Apn j.ca.t

Setier

Syoum Properties LLC #O3-1 '1355

Lrccr?see & Lrcesse Number

Labates Liquors

Daisa lhis grh

'Frne'irad

,gnalut e

Tratie name

SrqrratuPrrESldent

reManaging Mernber

P..jslia,:

Alem Syoum

Fr:li lrianre

PositiBirhanu Abay

B u yer:Two Guys From DC lnc.

AfJf :icarlt

Labates Liquor

rrrE'-!..-_e!:.ri'!}.i

Pnnt Name

oR 8404-r (03/20/19)COLORAOO DEPARTMENT OF REVENUELquor Enforcement Davision(303) 205-2300

lndividual History RecordTo be completed by the following persons, as applicable: sole proprietorsi general pa(ners regardless of percentage ownershjp, andlimited partners owning 10% or more of the partnership: all principal officers oI a corporation. all direclors of a corporation, and anystockholder of a corporation owning 1oyo or more of lhe outstanding stock: managing members or officers of a limited liability company,and members owning 10% or more of the mmpanyi and any intended registered manager of Hotel and Reslaurant, Tavern andLodging and Enlertainment class of retail license

Notice: This individual history record requires information ihat is necessary for the licensing investigation or inquiry. All questions

must be answered in their enlirety or the license application may be delayed or denied. lf a question is not applicable, please indicateso by *NiA'. Any deliberate misrepresentation or material omission may jeopardize the license application. (Please attach a

separate sheet if necessary to enable you to answer questions completely)

l Name of Business

Labates LiquorHome Phone Numbernone

Cellular Number

2. YouiFu[ Name (last, first, middle)

Tadal, Adiamseged, Eqour3. Lisl any other names you have used

none4. Mailing address (if differenl from residence)

nlaEmailAddress

Adiamsegedjadac@yahoo.com

5. List current residence address. lnclude any previous addresses within the last five years. (Attach separate sheet if necessary)

Street and Number City, State, Zip From ToCurent 2t2018 present

Previous1910 gth St. NW

Washington. DC 20001 2012 zt20t8

6. List all employment within the lasl tive years. lnclude any self-employment. (Attach separate sheet if necessary)

Name of Employer or Business Address (Street, Number, City, State, Zip) Position Held From To

Labates Liquor 7570 Broadway, Denver, CO 80221 lvl a nage r20r 8 Presenl

Sunoco Gas Station 7530 Martin Luther king HVVY, Hyattsville 201 r 20t8

MD,20785

7. List the name(s) of relatives working in or holding a flnancial interest in the Colorado alcohol beverage industry

Relationship to You Position Held Name of Licensee

None

8. Have you ever applied for, held. or had an interest in a Colorado Liquor or Beer License, or loaned money,furnilure, fixtures, equipment or inventory to any licensee? (lf yes, answerin detail.)

UYes

xNo

9. Have you ever received a violation notice, suspension, or revocation for a liquor law violalion, or have you

applied for or been denied a liquor or beer license anywhere in the United States? (lf yes, explain in detail.)

L_tYes

l^lNo

Cashier

Name of Relative

oR 8404-r (03/20/19)

@rilTeorreceivedaSUspendedSentence,deIerredsentence,orbail for any offense in criminal or military court or do you have any charges pending? (lf yes, explain in detail.)

forfeited Bes [f.lo

'11. Are you currently under probation ( n9supervrse or unsupervised), parole, or comp requirements of a Bes ENo

12. Have you ever had any professional license suspended, revoked. or denied? (lf yes, explain in detail ) ENoES

Personal and Financial lnformationUnless otherwise provided by law, the personal information required in question #'13 will be treated as conrldential. The personalinlormation required in question #13 is solely for identification purposes

d. U.S citizen El"" Elo6. Social c Place of Birth13a Date of Birth

09129176g. Name ot Diskicl Court

Fairfax Virginiaf When

11t13t2018e. lf Naturalized. state where

Washington DCk. Penn'anent Residence Card Number

nlai Date of Certification

11t13t18j. lf anAiien, GiveAlien's Regbtratbn Card Number

Do you ha\re a cunent D.ive/s License4D? lf so, give number and state

Eves Etto #---- n-- state L Height

5"t 1'.

m. Weight198

b. List the total amount of the personal investmenl , made by the person listed on question #2, in this business including any

notes, loans, cash, services or equipment, operaling capital, stock purchases or fees paid. $* lf corporate investment only please skip to and complete section (d)

'. Section b should reflect the total of sections c and e

c. Provide details of the personal investment described in 14b. You must account for all of the sources of this investment(Attach a separate sheet if needed)

AmountAccount Type Bank NameType; Cash, Services or Equipment

Cash Checking

d. Provide details of the corporate investmeni described in 14 (a). You must account for all of the sources of this investment. (Attach a

separate sheei if needed)Bank Name AmountType: Cash, Services or Equipment Loans Account Type

NrA

e. Loan lnformation (Attach copies of all notes or loans)

Security AmountAddress TermName of Lenderl0 years lst Lien

Oath of ApplicantI declare under penalty of perjury that this application and all atlachments are true , correct, and complete to the best of my knowledge

Dale

9- tt-tqPnnt Signature

Adiamseqed Tadal

Title

Vice President & Secretary

Authorized Sionature

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deferred sentence? (lf yes, explain in detail.)

14. Financial lnformation.

a. Total purchase price or investment being made by the applying entity, corporation, partnership, limited liability company, other.

$ 620.000 includino $210K inventorv

loan)

No.

IOEE3ZIIMI.GAMIE .O,IF F

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Individual History RecordTo be completed by the following persons, as applicable: sole proprietors; general partners regardless of percenlage ownership, and

limited parlners owning l Oyo or more of the partnership: all princapal officers of a corporation, all directors of a corporation, and any

stockholder of a corporalion owning 1Oolo or more of the outstanding stocki managing members or officers of a limited liability company,

and members owning 1O% or more of the company: and any intended registered manager of Hotel and Reslaurant, Tavern and

Lodging and Enlertainment class of retail license

Notice: This individual history record requires information that is necessary for lhe licensing investigation or inquiry. All questions

musl be answered in their entirety or the license application may be delayed or denied. lf a question is not applicable, please indicate

so by "N/A". Any deliberate misrepresentation or material omission may jeopardize the license application. (Please attach a

separate sheel if necessary to enable you to answer questions completely)

1 Name of Business Home Phone Numbernone

eallular

2 Your Full Name (last. first, middle)

Abay, Birhanu, Getachen3. List any other names you have used

nonel. Maitingreddress (if Oitrerent fronr residence)

nlaEmaalAddress

birhanu.abay@yahoo.com

5. List current residenc€ address. lnclude any previous addresses within the last five years. (Attach separate sheet if necessary)

Street and Number City, State, Zip From To

Current 2-20r 8 present

Previous

6420 14th St.SW

Washington, OC 200122016 2,',2018

6. List all employmenl within the lasl five years. lnclude any self-employment. (Attach separate sheet if necessary)

Name of Employer or Business Address (Street, Number, City, State, Zip) Position Held From To

Labates Liquor 7570 Broadway, Denver, CO 80221 Manager2018 Present

Sunoco Gas Station 7530 l\4LK HWY, Hyattsville MD. 20785 Cashier20t5 2018

Yonas lncorporated '1449 Howard Road SE, Washington, DC Cashier2012 2015

None

S ltave you evlr applied for, held, or had an interest in a Colorado Liquor or Beer License, or loaned money,

furnature, lixtures, equipment or inventory to any licensee? (lf yes, answerin detail.)

t-JYes

tdNo

9. Have you ever received a violation notice, suspension, or revocation for a liquor law violation, or have you

applied for or been denied a liquor or beer license anywhere in the United States? (lf yes, explain in detail.)

L_lYes

t

No

DR 8404-r (03/20/19)COLORAOO DEPARTIT.IENT OF R€VENUEIquor Entorcemenl Oivision(303)205-2300

Labates Liquor

DR 8404-l (03/20/19)

1 O Have you ever been convicted of a crime or received a suspended sentence, d

offense in craminal or military court or do you have any charges pending? (lf yes, explain in detail.)rred sentence, or forfeited

bailfor anyBe" El.to

11. Are you currently under probation (supervised

deferred sentence? (1, yes, explain in detail.), parote, or conu,taing the requirements of aor unsupervr f|es ffilo

12. Have you ever had any professional license suspended, revoked. or denied? (ll yes, explain in detail.) Des ENo

Personal and Financial lnformationUnless otherwise provided by law, the personal information required in question #13 will be treated as confidenlial. The persona!information required in question #13 is solely for identification purposes.

d. u.S citizen E}"" [Jioc Place of Birth

Oistrid Court

nla1t8119

e. lf Naturalized. state whereFairfax Virginia

k Pelmanent Residence Card Number

nlai. Date of Certification

01/08/191l an nten, Give elen's Regbtration Card Number

.

BLKo. Eye Color

BRNp. Gender

MlHeight

5'6"

14. Financial lnformation.

a. Total purchase price or inveslmenl being made by the applying entity, corporation, partnership, limited liability company, otherS tn in 10K invento

b. List the total amount of the personal investmenl , made by the person listed on question #2, in lhis business including any

notes, loans, cash, services or equipment, operating capital, stock purchases or fees paid. $ 315,000

c. Provide details of the personal investment described in 14b. You must account for all of the sources of this investmenl(Attach a separate sheet if needed)

AmountAccount Type Bank NameType: Cash, Services or Equipment

Cash Checking

0CaS h Checking

d. Provide details of the corporate investment described in 14 (a). You must account for all of the sources of this investment. (Atlach aseparate sheet if needed)

AmountType: cash, Services or Equipment Loans Account Type

e. Loan lnformation (Attach copies of all notes or loans)

Security AmountAddress Termlst lien

l0 years

loan)

Oath of ApplicantI declare under penalty ol perjury that this application and all attachments are true, correct, and complete to the best of my knowledge

Tifle

Direclor & Presadenl

DateAuthorazed S nalure Prinl Signature

Birhanu Abay

* lf corporate investment only please skip to and complete section (d)*. Section b should reflect the total of sections c and e

Bank Name

Name of Lender

Attachment to DR 8404-IBirhanu Abay

Question #5

Street and Number1201 Lebanon St.

City, State, ZipSilver Spring, MD 20903

From2012

To2016

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ALIERAIIOII OF MISUSE OFT}IIS D@UI,|CNI ISA FE I]€iAT O'FENSE AND PUI'IISHABLE iY IAW

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a.Gr,C-11. ,-l Gazu,t'/t/ cru/9rnmgmtioa Jaw;teei:

I)I.) PAR'IIN| IINI'I' (Df,,' IITDNI EI-.ANI I) itlD(l f I ILI'I'Y

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plnonmt Bonka

SBA Lendhry Division3660 Wilthir. thd,, Sailc 917, Los.l,teelet, CA 90010Tel: (213) 127-5722 F,.\: (2lJ) 127-5771

June 28, 2019

Re: Non-Bindine Letter of lntenr

Dear Applicant

Hanmi Bank ("Ilonmi') is pleased to provide this non-bindiDg letter of inrent (this *talrerJ'). The Lener isintcnded only to serve as an outline, on a preliminary basis, ofbasic points ofour proposal around which thefinal temts and documentation may be negotiated and structured. Funher negotiations adding to or modifoingthe general scope ofthese basic points shall not be precluded by the issuance ofthis Letler and its acceptanceby you.

Hanmi's commitment to nrake the belou,described credit facility (the'Zrorr") is subject to approval byHanmi's appropriate committee or person: and the execution ofa definitive loan agreement- (the "Loa[Agteement") and other related docunrents acceptable to flannri and its counsel. The basic points, terms andconditions for the proposed Loan include, but are not limited to the following:

Labates LiquorLetter of IntentPage 2 of 3

The follou,ing are additional terms and conditions to which the Applicant and Hanmi agree:

l. Submission and verification ofall required documents, including finaocial documenc;2. Results ofagency repons satisfactory to Hanmi, including, but not limited to, credit, appraisal,

preliminary title and environmental:3. Satisfaction ofall leasing terms ard conditions including the lease term covering the loan term including

thc option period, ifappropriate;4. Satisfaction ofall lmancial and non-finartcial covenants;5. Results of Hanmi's due diligence review satisfactory to Hanmi:6. Satisfactory business valuation with a minimum

:

9. No material adverse change ofthe applicant prior to funding ofthe Loan;10. Final approval ofthe Loan by the appropriate person or comminee under Hanmi's theo current Loan

Policy and by tlre U.S. SBA: andI l. Completion and execution ofdocumentation recording satisfactory to Hanmi.

Other tcrm and conditions will be discussed funher during the negotiation process and all terms andconditions shall be nremorialized in the final Loan Agreement.

Notwithstanding anything else contained herein. Hanmi shall not be under any obligation whatsoever to closethe Loan unless each and every requirenrent contained ir this Letter, and as ne,sotiated hereafter. has been mctto the satisfaction of Hanmi. Particulars outlined inthis Lener oflntent will autonratically lapse, expiring onJulv 11.2019.

Please acknowlcdge your agreement to proceed lvith the Loan by signing and retuming a copy of this Letter tothe undersigned. By signing this Letter, you agree with Hanffi that this Letter is provided merely as aguideline to speciry some ofthe proposed terms and conditions ofthe proposed Loan contemplated herein.This lener is provided for discussion and negotiation purposes and is not a commitment or offer by Hanmi tomake the Loan. nor does this Letter consritute a binding agreement by either pany or an agreement by eitherpan-v to enter into a binding agreemenl with respect to the Loan.

B)' signing this Lener. you l rther acknowledge and agree that this Letter does not inchrde all ofthe termsand conditions that may be included in the linal Loan Agreement that may be executed in connection with theproposed Loan, and that. ifapplicable, the terms and conditions ofsuch final Loan Agreement will supersedeany inconsistent temrs and conditions ofthis Letter. Hannri's rvillingness to make the Loan issubjectto fulland complete undenvriting. due diligence, documentation and intemal approvals.

The contents ofthis Lener are confidential and are intended for use exclusively by the parties. their advisorsaud legal counsel in connection rvith the proposed Loan and may not be disclosed to any third pafty by you oryour representatives.

Hanmi's rvillingness to Inake the Loan is subject to full and complete underwriting. due diligence.docunrentation, receipt ofupdated financial information (ifneeded) and intemal approvals. Neither pa

-vhereto shall have any legal or financial obligations ro the other with respect to the proposed Loan contemplatedherein unless and until all the terms and conditions ofthe proposed Loan have been negotiated and agreed toby the panies hereto and set fonh in a final, binding Loan Agreement which has been properly approved.authorized and executed by the parties. Neither party mayclaim any legal rights against the other by reason ofthe signing ofthis Letter. or the taking ofany action in reliance thereon.

Please acknow ledge your agreement to proceed u,ith the proposed Loan no later than Julv 12. 20 l9 and subuitthe executed letter to Hanmi together with a check for $j;!QQ with proceeds used for any erpense incurred byHanmi in conjunction with due diligence which may iuclude, rvithout limitation, such things as obtaining

Labates LiquorLetter of IntentPage 3 of 3

appraisal repons. e$vironmental r€views and a collateral audit. Hanmi. in its sole discretion can determinethat the Loan, as described above, or as later amended, is not appropriate for funding. Ifthis occurs, any fundsspcnt by Hanmi in conducting due diligcnce. will be non-refundable.

Any extension of this non-binding Lctter oflntent will be granted at the solc discretion of Hanmi and must bein rvriting. You may not assign this Lener lvithou Hanmi's prior written consent. Either party may terminatethis Lctter at any time upon written notice to the odrer party.

We appreciate the opportunity to eam your business and look forward to establishing a mutuall-v satisryingbanking relationship rvirh you. lfyou have any questio[s, please contact Laura Kim at 303-522-?789.

Sincerely,

forAnna ChungExeculive Vice President & ChiefSBA Lending Offrcer

APPLICANT ACKNOWLEDGES AND .ACCEPTS THE PROPOSED LOAN BASED Or- THEGENERAL TERMS AND CONDITIONS OUTLINED ABOVE.

Signature Dale

AotAw;EG€D E flttn eNarne : Adiamseged E- Tadal

Title

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I,E ASE(Free-Standing Building/Triple Net)

This Lease is entered into by and between ASK LLC ("Landlord"), and Two Guys From

DC [nc.("Tenant"), as follows:

t, bi.g, Landlord hereby leases to Tenant the premises knor,m as 7570 Broadway,

Denver, CO 80221 and made a part hercof (rhe "Premises" or the "Building') The use and

occupation o[ the Premises by Tenant shall include Tenanl's right to use in the landscaped areas,

employees' and cu$omers' parking arcas, service roads, Ioading facilities, sidewalks, driveways.

entrances and exits, and basement as the same may exist from time to time.

/&

fr'T 2, Iniairl Term. Subject to the terms and provisions of Paragraph 6 below, the initial term

3, Extended Term.

a. Provided Tenant is not in det'ault under the terms ofthis Lease, Tenart, by giving notice toLandlord no Iater than one hundred eighty (180) days prior to the Expiration Date. will have the

option to extend the Initial Term (the "Option") for an additional five (5) years, comrnencing on

September 1.2024 and terminating at midnight on August 31,2029 (the "Ertended Term"). IfTenant timely exercises the Option, during the extended term all other terms and conditions ofthis Lease will remain in effect, except that Rent will be adjusted to "Fair Market Rate". "FairlVlarkct Rate" shall mean the then existing market rate for comparable space in the immediate ofl

the Premises as negotiated in good faith between Landlord and Tenant. Provided Tenant has

timely exercised the Option, Landlord shalt notify Tenant of Landlord's eood faith determinationofthe Fair Market Rate no later than 120 days prior to the end ofeach Extended Term and Tenantshall noti{ Landlord of its acceptance or rejection ol Landlord's determination no later than 30days therealter. lf Tenant fails to so notiry Landlord within the 30-day period, Tenant will be

deemed conclusively to have eccepted Landlord's determination. If Tenant rejects Landlord'sdetermination, then (l) Tenant's election to exercise the Option will be deemed to be rescinded,(2) Tenant rvill have no further rights under the Option and (i) this Lease will expire at the end ofthe Initial Term.

In the event Tenant exercises the Option all references in this Lease to "Term" will include the

Initial Term and the Extended Term.

b. ln order to prevent the inadl'er(ent failure oiTenant to exercise any ofthe aforesaid

options within the time specified above, it is agreed that Landlord may not terminate this Leaseuntil and unless Landlord notifies Tenant in uriting and points out that the option to extend or tofurther extend, as the case may be, has not been exercised. Tenant's option to extend, in each

instance, shall continue for a period ol ten (10) days after receipt of such nolice from Landlord;

At -tW. !9a96 rvill be five (5) years and four (4) months ("Initial Term"), commencing onA/{.W i, 20lg or the dare Tenant receives its Temporaqy Liquor Permit from Adams County,

whichever is earlier (1he "Commencement Date"), and endirrg at midnight on May 31, 2025 (the

"Expiration Drrte"). A1l references in this Lease to "Term" will include the Initial Term.

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but if Tenant does not send written notice of the exercise of such option to Landlord within saidten (10) day period, Tenant's Option shall thEreafter terminate.

4. Rent.

a. Subject to the provisions of Paragraph 4 (b) belorv, during the lnitial Term,mininrum nronthly base rent ("Bas€ Rent") shall be as set tbrth in Exhibit A atlached hereto andmade a pan hereof payable to Landlord at the address set forth in Paragraph 35 below.

b. Commencing on the Commencement Date ("Rent Start Date"), Tenant will payRent monthly, in advance, on the first day of each month during the Initial Term. In the eventthat lhe Rent Start Date is not the fiIst day ofthe month, Rent rvill be prorated from the Rent StartDate tluough the last day of the month during rvhich the Rent Starr Dare occurs.

a. Use of Premises. Subject to reimbursement as provided herein, Landlord shalloperate, manage, and maintain in good condition and repair the Building and the Premises (exceptthose obligations specifically the responsibiliry- of Tenant), provided Landlord shall have noresponsibility to repair any damage caused by Tenant, its employees, agents, or invitees or causedby theft or ma)icious actions.

b. Calculation of Costs. The Building's "Maintenance Costs" shall be the total ofall costs and expenses incurred by Landlord in operating, managing, repairing, replacing andmaintaining the Premises (lcss any insurance proceeds collected rvith respect to any such repair orreplacement) including, but not limited to, all cosrs and erpenses of(l) maintaining and repairingthe Premises and Building, including structural walls, foundation and roof (excluding HVACsystem, the repair and./or replacement of which shall be the sole responsibility of Tenant andinterior damage u,hich should be covered by Tenant's insurance); (2) patching, repairing,resurfacing, and marking of all parking and drive areas; (3) repainting exterior building walls; (4)any costs of complying with any larv, rule, regulation, statute, or other rvith respect to CommonAreas; (5) annual storm water and utility fbe; and (6) any other reasonable expense or chargewhether or not hereinbefore mentioncd. which, in accordance with generally accepted accountingand management principles consistently applied, would be considered Bs an expense of operating,maintaining or repairing the Common Arcas. Maintenance Costs shall also include anadminisrative fee to Landlord for management. supenision and/or general overhead in anamount not to exceed ten percent (10%) of all such costs. Maintenance Cosrs shall not includeany profit and/or general overhead.

c. Tenant's Additional Rent. Front the CommencemeDt Date through May 31,2020, this Lease is a Gross Lease, meaning that Landlord shall pay tbr all Other Charges (ashereinafter dcfined) without reimbursement from Tenant. Beginning April l, 2020, Tenant willpay to Landlord, at the same time and at the same address as Rent due under this Lease, additionalrent in the amount of l/12'h ofall Maintetlance Costs, Taxes (hereinafter dehned) and Insurance(hereinafter defined) (collectivcly, "Other Charges"). The initial eslimated annual cost ofOther Charges is: Ta.res $5,002,72, Insurance $4,060.00 Maintenance $2,400.00 and AnnualStorm Watcr Utility Fee $466.49.

Busincss Lcase - l-ree SrandingTriple Net

5. Maintenance Cosls. Taxes and Insurance.

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e. For each consecutive twelve-month period through the dale of expintion or earlier

termination of this Lease, Tenant's obligation to pay the Other Charges \.!ill be calculated. paid

and adjusted as follo*'s:

(i) As soon as practicable atier the end of each calendar year' Landlord willgive Tenant notice of the itemized amount of Tenant's total eslimated Other

Charges that will be paid by Tenant hereunder for the ensuing Calendar Year. On

or betbre the first day ofeach month during the ensuing calendar year, Tenant shall

pay Landlord one twelfth (l/l2s) of such estimated amount; provided, that untilsuch notice is given, Tenant rviil continue to pay the then current estimated

amounts until Tenant receives such notice.

(ii) After the close of each calendar year Year, Landlord will deliver to Tenantan accounting of the total amount of Other Charges which Landlord actually paid

for such Calendar Year or Panial Calendar Year ("Accounting"). If requested byTenant in writing *'ithin fifteen (15) days after Tenant's receipt of the Accounting,Landlord also will provide reasonable "backup" information and documents fromwhich the Accounting was prepared. Ifon the basis ofthe Accounting , Tenant'sOther Charges, or any or all ofthe same, should have been less than the estimatedpaymen$ which Tenant acnrally made during such calendar year, Tenant rvillreceive credit(s), as appropriate, for the amounl(s) of such excess(es) which then

will be applied. as appropriate, against the next installment(s) of Base Rent rrntilsaid credit(s) is used in l'ull; provided, in the event that such excess(es) is

attributable to the last calendar year, the Accounting which Laldlord sends to

Tenant with respect to any partial calendar year uill be accompanied byLandlord's check in repayment of such excess(es) to Tenant, provided Tenant isnot in defauh under the terms of this Lease. lf on the basis of the Accounting, the

Maintenance Co$s, Taxes and lnsurance shottld have been more than the

estimaled payments which Tenant actually made during such calendar Year orpartial Calendar year and for that period of time from the end ofsuch calendar year(o the date on which Tenant commences the payment of revised estimatedpayments of Other Charges, Tenant will pay the dehciency to Landlord withinthirty (30) days after Tenant receives the Accounting,

f. In the event thal the Rent Slart Date is not the first day of the month. OlherCharges will bc prorated fiom the Rent Start Date through the last day ofthe month during whichthe Reot Start Date occurs.

6. Securitr Denos it and Sentember 2019 Rent. Concurrentl y herervith Tenant depositedwith Landtord the sum of $5,000.00 ("Securitv Deposil') as security for the full, faithful and

timely performance of every provision of this Lease to be performed by Tenant and Septemberrent in the amount of$5,000.00. lfTenant fails to pay Rent or other charges due under this Lease,

or otherwise defaults, Landlord may use, apply or retain all or any portion of said SecurityDeposit for the payment ofany amount due Landlord or to reimburse or compensate Landlord ibrany liabiliry, cost, expense, Ioss or damage (including attomey's fees and costs) which Landlordmay suft'er or incur by reason lhereof. If Landlord uses or applies all or any portion of theSecurity Deposit, Tenant shall within ten ( I 0) days after written request therefor deposit monies

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uith Landlord sufficienr to restore the Securirl- Deposit to the full amount required by this Lease.Ary time the Rent increases during the term of this Lease, Tenant shall, on wrinen rcquest fromLandlord. deposit addirional monies with Landlord sufficient to mainrain the securir,v Depositequal to the Rent. Landlord shall not be required to keep all or afly part of the Securiry Depositseparate from its general accounts and shall pay no interest on the Securiry Deposit, and no part oflhe security Deposit shall be considered to be prepaynent of Rent or offset for any moniei to bepaid by Tenant under this Lease.

7. Taxes.

t sha nsibl the

a. Tenant will pay Landlord monthly rhe amount of Taxes rvhich are esdmated byLandlord, in accordance with the provisions contained in paragraph 5.

b. "Teres" shall mean any form of real estate rax or assessment, general, special,ordinary or extraordinary, and any license fee, comrnercial rental tax, improiement bond orbonds, levy or ta\ (other than inheritance, personal income or eslate taresj imposed upon thePremises by any authority having the direct or indirect power to tax, levied against any iegal orequitable interest of Landlord in the Premises, Landlord's right to renr or otherlncome tlerelrom,and/or Landlord's business of leasing the Premises. Taxes shall also include any tax, fee, Iev.v,assessment or charge, or any increase therein, imposed by reason of events occurring, or changisin applicable larv taking effect, during the term of rhis Lease, including but nor ]imirJto a chaigein the or,'nership of the Premises or in lhe improvements thereof.

c. The amounr of raxes which is paid by Tenant for the first carendar year will beprorated from the commencement Date through December 31 of the first caiendar year.Similarly, the amount of renant's Proporrionare Share ofTaxes which are paid by Tenant foi thepanial calendar year rvill be prorated from January I ofthat year through thi tast day of the partialcalendar vear.

c. Tenant shall cause all personal property Iocaled on the premises or belonging ro it("Tenant's Property") to be assessed and billed separately from Landlord's real propiny, andshall pay before delinquencv all taxes and assessments levied againsr Tenanl.s n.operiy. ir anyTenant's Property shail be assessed with Landlord's property, lenant shall pay Landiord suchtaxcs attributable to Tenant's Properry upon demand by Landlord.

8. Tcnant Obligations. Tenant rvill pay for all water, gas.other utility services used by Tenant in connection with its occu

electricity, telephone, trash andpancy and use of the Premises.

n1 rem r se

and lumbin s SNOIVof th ir condiri electriremoval and the removal of any grafliti on the Building.

I0. Signsand.A.dvertising.

f trash

9' usc. Tenant may use the Premises as a retail liouor store and for no other purpose.Tenant will not use the Premises for any unlawful purpose, in violarion of any law, oi in unymanner which violates any certiticate ofoccupancy or which constitutes a nuisance.

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under this Lease, whether or not Tenant krorvs of any Default thereinafter defined) by Landlord.Tenanr, u,ithin ten (10) days after wrinen request by Landlord, deliver to Landlord its most recentfinancial statement prepared in accordance with generall-v accepted accor.urting principles, and ifsuch financial statement is not available. then Tenart's most recent income tar retum; providedsuch financial information may only be requested once in any one calendar year and only ifLandlord wishes to sell or refinance the Premises.

16. Assisnment and Sutrletting. Except upon r&ritten consent of l.andlord, which saidconsent w'ill not be unreasonably withheld, Tenant cannot assign this Lease or sublet all or anypart of the Premises. Any such assignment or sublease to which [-andlord consents will besub.ject lo all ol the terms and conditions ol this Lease and shall not release Tenant from liabiliryfor the performance ofTcnant's obligations hcreunder. Concurrcnt with a request for Landlord'sconsent to an assignment or sublease, Tenant shall provide Landlord rvith financial and otherinformation on the assignee or subrenant as reasonably requested by Landlord, along with apaymelt for Landlord's reasonable costs and expenses for reviewing such nraterials andproducing lease documents. which fee shall be non-reftrndable nowithstanding the assignee orsublenant is not approved by Landlord.

17. Lesal Reouirements. Tenant promptly will comply with all legal retluiremenrs afl'ecringthe Premises. compliance with rvhich is necessary by reason of the nalure of Tenant's use.Tenant, at Tenant's expensc and on behalf of itself mav contesr anv such legal requirement. lnsuch event, Tenant may permit the contested Iegal requirement to remain unsatistied during theperiod ol such contest and any appeal therefrom; provided, that during said period Tenant willprocure a bond or ta}e such other action ars reasonably mav be necessary to protect the inlerest ofLandlord.

18. No Liens. Landlord r,r,ill not be liable lbr any labor or services provided, or materialssupplied, to the Premises at the instance of Tenant, and no mechanics or mate;ialmen's liens willattach to the estate or interesr of l-andlord in the Premises or the Building on aceount of theforegoirrg. lf any such lien is filed, Tenanr, within thirry" (30) days after receipr ofnorice rhereof,will secure a release of said lien or contest tire same, in w'hich event Tenant $ill post a bondadequate to protect the interest of Landlord during the pendency of such proceedings.

19. Damage or Destruction.

b. tf neither Tenant nor Landlord elects to terminate this Lease under the provisionsol Paragraph l9 above, or if the Premises or the Building, or both, are only partially damaged or

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47

Business Lease - Free StandingTriple Net 6

a. If the Premises or the Building, ot bolh, are completely destroyed by fire or orhercasualty. or are damaged to the extent thar the Premises, or the remainder thereol, are unsuiublefor the continued feasible use by Tenant lbr the operation ol its business. as determined byLandlord in i1s reasonable discrerion, landlord or Tenant will have the right to terminare thisLease by giving notice to the other within sixty (60) days after thc date on which such damage ordestruction occus (the date on which the damage or destruction occurs is herein referred rc as the'Date"). If Landlord or Tenant elects to give such notice, this Lease will terminare as if the Datewere the Expiration Date, and Renr ard Other Charges rvill be apponioned and paid up to, butexcluding, the Date.

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destroyed. but remain suitable for the continued l'easible use by Tcnant for the operation of itsbusiness. as determined by Landlord in its reasonable discretion, Landlord, at is sole cost andexpense, will complete the repair, reconstuction or replacement of the Premises or lhe Building,or both, to a condition which is as good as the condition that existed immediately prior to the Date("Reconstructiotr"). Until the Reconstruction is complete. Rent and Other Charges will be abatedby an amount equal to the product of (i) the then curent Rem aad Other Charges, multiplied by(ii) a fraction, the numerator ol which is the total square footage of the Premises, if anv, whichwas rendered unusable by said damage or destruction and the denominator of which is rhe toralrenlable square footage of the Premises immediately prior to the Date. The abatement of Rentand Other Charges will be effective fron the Date until completion of the Reconstruction byLandlord, at which time Rent and Other Charges automatically will be reinslated to the amountsspecified in this Lease. Upon completion of the Reconstruction by Landlord. Tenant shall beresponsible to retum the interior of the Prernises to as good a condition as existed immediatelyprior to the Datc, aI Tenant's sole cost and expense.

20. Condemnation.

a. ln the event ofcondemnation or a takng in aay other marmer ofall or substantiallyall of the Premises or the Buiiding, or both, for public use, including a private purchase in lieu ofcondemnation, by a public authoritv vested *'ith the power of eminent domain, this Leaseautomalically will terminate on the date on which possession of the Premises or the Building, orboth. or the condemned portions(s) thereot, is mken by the condemning authority ("TakingDate"). "Substatrtially all" shall mean so much of the Premises or the Building, or both, as whentaken leaves the Premises or the untaken portion thereof ursuitable for the continued feasible use

by Tenant ior lhe operation of its business, as detennined by Landlord in its reasonable discretion,including, without linritation, a loss of reasonable ingress and egress to the Premises or theBuilding, or both, or a reduction of the parking spaces locatcd in front of and adjacent to thePremises which are available for use by Tenant to a number rvhich would be inadequate to permitI continuation of Tenant's pcrmined use of the Premises in light of applicable codes, ordinancesand regulations. In the evenr of any such taking and termination, all Rent and Other Charges willbe apportioned and paid to, but excluding, the Taking Date. Hou,ever, such terminadon will bervithout prejudice to lhe rights of eithsr Landlord or Tenant to recover their respectivecompensat.ion and damages from the condemning authority in connection with such taking. asmore specifically set forth in Paragraph 2l (d) ofthis Lease.

b. In the event of a taking of less than all or substantially all of the Premises or theBuilding, or both, this Lease will continue u:changed; provided, horvever, that during the timel'enant is denied posscssion or use of any part of the Premises or the Building. or both, by reasonofsuch ta-liing, the failure of Landlord or Tenant to comply *ith those provisions of this Leasepertaining to the ponion of the Premises or the Building, or both. so taken and not calling for thepayment of money will not be a Default (hereinatter defined); provided further, horvever, thatRent and Other Charges, (i) in the event that on)y a portion of the Premises is so taken, will bcabated by an amount equal to the product of (l) the then current Rent and Other Charges,multiplied by (2) a fractiou, the numerator ol which is the total square footage of the Premiseswhich was taken and the denominator of which is the total square footage oft\e Premises prior tothe Taking Date.

Business Lcase - Free StandingTriple Net 1

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c. In the event of a taking, Tenant vvill make no claim to the award of Landlord norLandlord to the award of Tenant. Tenant will have its own separate action for damages,including, without limitation, scarch and relocation expenses, loss of business and damage to orloss of Alterations, trade lixtures and other property installed in or placed on or aboul the

Premises by Tenant; providcd. that Tenant will have no claim for damages, if any, on accouot ofthe taking of its leasehold estate,

21, Yacating Durins Term. lf Tenant shall vacate the Premises betbre the end of the term

of this Lcase as a result of voluntary abandonment, eviction, court order or any other r€ason, orshall be in default under any of the rems or provisions of this Lease, Landlord may at its optionand without notice enter the Premises, remove any sigru and property of Tenant thereftom, and

relet the Premises or any pafl thereof as it may see lit without such retaliing voiding orterminating this Lease, and for the purposes of such reletting, Landlord is authorized to make an)-

repairs or changes in or to the Premises, at the expense ol Tenant (which shall be payable toLandlord upon demand)- as may be necessary or desirable for the purpose ofsuch reletting, and ifa sum shall not be realized from such reletting to equal the monthly rental provided herein to bepaid by Tenant plus all other costs and expenses associaled tith such default, vacation and./orreletting (including- without limitation, attomey's fees, the cost of preparing the space forreletting and real estate commission), Tenant r.r,ill pay such deficiency each month upon demandtherefor, and if suit is filed to coliecl any monies due tiom Tenant under this [.ease, reasonableattomey's fees shall be assessed as part of the judgment. In addition, if Tenant is in def'ault.Landlord may, at its optiorL obtain judgment tbr the rent and other charges past due under thisIease and ro become due for the balance ol the remaining lease term (ir which case, if thePremises is then relet, the monies fronr the reletting shall be applied to the costs and expenses

usociated with the default and reletting, and then applied to the judgment). Regardless of anydet'ault or termination of Tenanfs possession, Tenant shall be liable for the full term of thisLease, as originally demised, unless Landlord expressly terminates the Lease in writing.

22. lvlortqaces and lVlortgaqees and Sale of lhe ProDertv. This Lease will be subordinate inprioritv to any Mortgage, Deed to Secure Debt. Trust Deed or other securiry instrument(''Mortgage") now or hereafter encumbering rhe Premises, and to all renewals. modifications and

extensions ofany Mongage. [n the event ofa foreclosure or conveyarce ofthe Building Tenant'spossession of the Premises ,.r,ill not be disturbed, so long as Tenart complies with the provisionsof rhis Lease, and Tenant shall anom to such purchaser. In the event Landlord shall sell thePremises, Landlord shall deliver to the purchaser the Secirrity' Deposit and upon delivcry of theSecurity Deposit Landlord shall have no further obligations toTenant in corurection therewith.

a. Subject to the provisions tbr waiver of recovery ard subrogation rights set forth inParagraph 24 below, Landlord and Tenant agree to indemnifu and save the other harmless fiomall claims of bodily injury-. death and propert)' damage arising tiom (i) any Default on the part ofthe indcmnifying pany with respect to anv warranty given by said pany in, or in the performanceof any obligation on its part to be performed under, this Lease or (ii) the negligence of the

indemnifying party or the negligence of any of its employees, agents, invitees and guests,

including all reasonable attomey's fees, expenses and liabilities incurred by or asserted againsteither Landlord or Tenant in connection with any such claim: and if any prnceeding is brought

Business Lease - Free StandingTriplc Net 8

23. Indemnlfication.

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against eilher Landlord or fenant in connection with any such claim, the indemnifying party,upon notice from the parry'to be indemnified, agrees to defend such proceeding on behalt'of bothparties at its expense. The provisions oi this Paragraph 2S will survive the eviration or earliertermination of this Lease with respect to any bodily injury, death or property damage occurringprior to such expiration or earli€r termination.

b. Tenant shall not, wilhout tl:e prior written consent of Landlord, knowinglv causeany Hazardous Material (hereinafter defined) to be brought or remain upon, kept, used,discharged. leaked, or enitted in or about, or treated at the Premises. As used in this Lease."Hazardous Matcrial(s)" shall mean any hazardous. toxic or radioactive substance, material.matter or waste u'hich is or becomes regulated by any federal, state or local law. ordinance, order,rule, regulation. code or anv other governmental reslriction or requirement, and shall includeasbestos, petroleum producs and the terms "Hazadous Subslance" and "Ilazardous Waste" asreferenced in the Comprehensive Environmental Respronse, Compensation and Liability Act("CERCLA'), as amended, !+2 U.S.C. 9601 er seq., the Resource Conservation and Recovery Act("RCRA), as amended, 42 U.S.C. 6901 et seq.

Should the breach by 'l'enant of any of its duties and obligations, as ser forth in thisPa:agraph 23 ft) of this Lease, result in contamination of the Premises or the Building, (i) Tenantshall indemni!, save harmless and detlnd Landlord, and its contractors. agents, employees.partners, officers, directors. and mortgagees. if any. from any and all claims, demands, damages,expenses, fees. costs, fines, penalties. suits, proceedings, acrions, causes of action, and losses ofany and every khd and nalure, including, rvithout limitation, reasonable attomey's fees whichnray arise as a result of such breach by Tenant, and (ii) Tenant shall, at its sole expense, promptlytake all actions, at Tenanl's expense, as are reasonably ngcessary Io return the Premises and/or theBuilding to the condition existing prior to such breach by Tenant.

2t. I nsurance.

a. Landlord will insure the Building. including the Premises, against dircct andindirect loss or damage by fire and any other casualty covered under the typical standard fire andextended coverage property insurance policy ("Insurance"). The Insurance shall be in an rountwhich is not less than the full replacenrent cost oF the Building. Beginning with the aunualpremium which Landlord pays tbr the initial calendar year and continuinB for each subsequentcalendar year during the Term and for any partial calendar year, Tenant will reimburse Landlordrnonthly, in accordance wi$ the provisions contained in Paragraph 5, for tbe premium r.l,hichLandlord paid for the Insurance.

b. The amount of which is reimbursable by Tenant for the initial calendar year will beprorated from the Rent Sran Date tbrough December 3l ofthe initial calendar year. Similarty, theamount of Insurance wbich is reimbursable by Tenant for the partial calendar year will beprorated from January I ofthat year through the last day ofthe partial calendar year.

c. Tenant, at Tenant's expense, rvill maintain insurance against loss or danragecaused by fire or other casualty to anY Alterat'oDs made by Tenant and Tenant's fixtures, tradehxtures, machinerl, equipmcnt and Tcnant's other personal properry located on the Premises.

Business Lease - Frce SlandingTriple Ner

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d. Tenanr, at Tenant's expense. will maintain comprehensive general liabilityinsurance on the Premises with a combined singlc limit of liability of no less than One MillionDoltars ($1,000,000) for injury to or death ofpersons or damage to properry- which insurance shallname Landlord as additional insured.

e. Tenant, at Tenant's expense, shall maintain Workmen's Compensation Inslrancesatisling Tenant's obligations and liabilities under the workmen's compensalion laws olColorado.

f. Each insurance policv required by this Lease: (i) will be issued by an inswcrauthorized under the laws of the State of Colorado to issue the coverage provided by the policy.(ii) will be issued by an irsurer reasonably satisfactory to Landlord, (iii) will not be cancelablcwithout a minimum of thirtv (10) days prior written notice to Landlord, and (iv) u,ill conrain aprovision whereby the insurer permits [.andlord and Tenant to w-aive all rights ol recovery againslthe other, and whereby the insurer iself saives any claims by way of subrogation againslLandlord or Tenanl, their respective emplovees, agents. invitees and guests. Notwithstanding anyother provision ofthis Lease to the coutraqr, Landlord and Tenant hereby waive any and al) rightsof recovery. claims, actions or causes of action against each other, their respective directors,employees. agents, invitees and guests, for any loss or damage that may occur to the Premises orto the Building. or both, and to all propeltv, whether real, personal or mixed" located rherein orthereabout by reason of fire. the elements. or any other casualty, regardless of cause or origil,including negligence of the parties hereto. their respective directors, employees. agen6, invireesand guests.

f. On or before the Commencenrenl Date, Tenanr shall deliver to 1-andlord acertificate with respect to the insurance coverage(s) that it is to maintain under this Lease.Promptly upon the replacement or renewal of each such coverage, Tenant will delivcr to Landlorda certilicate evidencing such replacement or renewal.

25. render and Rcmoval enanl's Pro . Tenant agrees to deliver up andsurender to Landlord possession of the Premises and Alterations, including all plumbing, wiring.sewer connections, lighting fixtures, glass, fixtures. r-valls, ceilings, floors, HV.AC syem, u.altri-in-cooler and appurtenance at the expiration or termination of this Lease or any exlension thereof, bylapse oi time or otherwise, in as good order and condition as when possession was taken bvTenant, excepting only ordinary wear and tear. IfTenant shall lail to remove any effects which itis entilled to remove from the Premises upon thc termination of this Lease, or any extensionhereof, for any cause whatsoever, Landlord, ar its option, may remove the same and store ordispose of said effects. without liability for loss or damage thereto, and Tenant agrees to pay toLandlord on demand any and all expenses incuned in such removal, including the cost ofremovalof signs from the windows. making the Premises including sidewalks, ccurts or alleywaysadjacent thereto, if any, liee f'rum all dirt, litter, debris and obstruction, including court costs,attomey's fccs, storagc and insurance charges on such eft'ects for any lengt of time the sameshall be in Landlord's possession; or Landlord, a1 its option, rvithout notice, may sell such effecrs,or any of them, at private or public sale and without legal process, for such price or considerationas Landlord may obtain, and apply the proceeds of such sale upon any amounts due under thisLease from Tenant to Landlord, and upon the expe[se incidental to the removing, cleaning thePremises, selling said effects and other expense, rendering thc surplus, if any, to Tenant;

Business Lease - Frce StandingTriple Net 10

I2

J45

67

8

I10

ll

provided, however, in the event the proceeds of such sale or sales are insufficient to reinburseLardlord, Tenant shall pay such deficiency upon demand.

26. Holding Over. If Tenant remains in possession of the Premises after the Expiration Dateor the earlier termination of this Lease. Tenanr rvill become a tenant from month-to-month at onehundred fifty percent ( 150%) of the Rent payable as of the Expiration Date or earlier terminationof this Lease, but otherwise subject to all the terms and provisions of this Leasc. but there will beno extension ofthis Lease by operation of law.

27, Risht of Entrv, Tenanr *ill permit Landlord and Landlord's representatives 10 enrer thePremises during Tenant's normal business hours for the purposes of inspecting. repairing andshorving the Premises to prospective purchasers, tenanrs and mongagees; provided, however, thatall of rhe foregoing will bc done in a manner so as no! to unreasonably interfere with Tenant'sbusiness operations, except for emergencies or emergenoy repairs.

28. Tenanl's Defiult and Landlord's Remedies.

a. The following events will constitute a del'aulr by Tenant hereunder: (i) if Tenantfails to pay rvhen due any Rent or Orher Charges and does not cure such failure vr.ith.in three (3)calendar days after Tenant's receipt of written nolice of such failure tiom Landlord; or (ii) ifTennnt breaches any warranty given to Landlord in this Lease; or (iii) if Tenanr files, or has filedagainst it. any petition for relief under applicable bankruptcy lau,s; or (jv) if Tenant fails to fullypertbrm any of its orher obligations under this Lcase and does not cure such t'ailure within thirtv(30) days after Tenant's receipt of written notice from Landlord, which said notice rvill specifythe nature of the failure, or, if such failure cannot reasonably be cured within thiny (30) days, ilTenant does not promptly cornmence ro cure the same within said thiry (30) day period andpursue completion ofsaid cure with due diligence ("Default").

b. Upon Delault by Tenant. Landlord may pursue any one or more of the follorvingremedies, separately or in any combination: (i) Landlord may terminate this Lease by givingwri:ten notice to Tenant, in rvhich event Tenanr \.ill vacate the Premises within thiny (30) days olreceipt of l.andlord's notice, and this Lease rvill rerminate ar midnight on the day Tenant sovacatesl (ii) with or withour rerminating this Lease, Landlord may enter and lake possession ofthePremises ard remove Tenant and any othcr pcrson r.r,ho may be occupying the Premises; (iii)Landlord may re-let the Premises, or any part thereof, on such reasonable terms and conditions asLandlorri may deem sadsf'Bclory, and receive the rent for any such re-lening; (iv) Landlord maydo rvhatever Tenant is obligared to do under the terms of this Lease: or (v) any other remedywhich Landlord may have at lav or in equity. Landlord agrees to use commercially reasonableeftbrts to mitigate its damages and the resulting liabiliry ofTenarlt.

c. The failure of Landlord to strictly enforce the performance of any of Tenant'sobligations under this Lease will not be deemed a rvaiver of any rights or remedies that Landlordmay have to stdctly enforce such subsequent performa-nce by Tenant and will not be deemed awaiver of any subsequent Defaulr by Tenant in the performance of such obligations.

29, Landlord's Defuult. ln the evenr of an alleged default on rhe part of Landlord, Tenantshall give written notice to Landlord and slrall al'tbrd Landlord a reasonable opportunity to cure

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Business Lease - Free StandingTriple Nel 1:

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any such default. Tenant agrees Io look solely to Landlord's interest in'the Property for therecoverv of any judgments from Landlord. Landlord's principals shall not be personally liable forany j udgments.

30. Late Charges and Dishonored Checks.

a. Tenanl hereby acknou,ledges that lote payment by Tenant to Landlord of rent orother suns hereunder will cause Landlord to incur costs not conlemplaled by this Lease, the exactamount of which will be exlrcnrely diflicult to ascerlain. Accordingly, if anv installment of renror other sums due liom Tenant shall not be received b_v Landlord or Landlord's designee withinten (10) days after the date due, Landlord ma,v charge Tenanl a late charge equal to ren percenr(10%) of such pasl due amount. The parties hereby agree that such late charge represents a fairand reasonable eslimate of the costs Landlord will incur by reason of a late payment by Tenant.Acceptance of late charges and past due rent by Landlord shall in no event constirute a waiver ofTenant's previous or subsequent deFault wilh respect to timely payment of rent or other sums due.or prevenl Landlord from exercising any of the other rights and remedies granted hereunderconceming Tenant's default.

b. In the event any installmenl of rent or other sum due from Tenant is not receivedwithin ten (10) days after thc due date, commencing on thc I tth day aftcr rhe date the sum wasdue, Laadlord may charge interest at the rate ofeighteen percent (18%) per annum on the past dueanrount pro-rated accordingly to the date olactual payment.

c. Tenant shall pay to Landlord a fee in the amount ofs200.00 for any check fromTenanr u,hich which is returned to Landlord tbr insufficient lunds or is not honored bv Tenant'sbank.

31. Waiver. The waiver by Landlord ofany breach ofary term, covenant or condition hereinconlained shall not be deemed to be a waiver ofsuclt term, covenant or condition on anysubsequent breach of the same or any other terrn, covenanl or condition herein contained. Thesubsequent acceptance of rent hereunder by Landlord shall not be deemcd to be a rvaiver of apreceding breach by Tenant of any term. covenant or condition ofthis Lease. regardless ofLandlord's knorvledge ofsuch preceding breach at the tirne ofthe acceptance ofsuch rent. Nocovenant, term or condition of this Lease shall be deerned to have been waived by Landlord,unless such rvaiver is in rwiting duly executed by Landlord.

32. Tenant's O b Iigation. If Tenant fails to perform any of its obligations under this Lease,Landlord may (hut shall have no obligation to) perform the same for the account and at theexpenseofTenant,butonlyafterfitieen(l5)day'spriorwrinennoticetoTena,orwithoutnotice. if in Landlord's reasonable opinion an emergency exists. Tenant shall immediately pay toLandlord any costs! fees and expenscs incurred by Landlord in performing Tenant's obligarionshereunder.

33. AttorneY's Fees. h any action, suit or proceeding to entbrce. defend or interpret therights ofeither Landlord or Tenant under the terms ofthis Lease or to collect any amouuts dueLandlord or Tenanl hcrcunder, lhe prevailing parly, pursuant to a t-rnal ordcr of a court havingjurisdiction over said matter as to which applicable periods wilhin which to appeal have elapsed,

Business Lease - Free StandingTriple Net t2

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45

67

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shall be entitled to rccover all reasonable costs and expenses incurred by said prevailing party inenforcing. defending or interpreting its righrs hcreunder, including, wirhout limitation, allcollector and court cosls, and reasonable anorney's fees, whether incurred out of court. at trial. onappeal, or in any banlcuptcy proceeding. Tenant agrees to pay Landlord for all costs andexpenses, including reasonable anomey's fees. in any court action brought by Landlord to recoverany rent due and unpaid under the terms hercof, or lbr the breach of any of the terms andconditions herein contained, or to recover possession of the Premises, whether or not such courtaction or actions shall proceed to judgment.

TENANT AN'D LANDLORD HEREBY WANE ANY AND ALL RIGHTS TO A TRIAL BYJURY IN SUIT OR SUITS BROUGHT TO ENFORCE ANY PROVISION OF THIS LEASEOR ARISING OTJT OF OR CONCERNIi{G THE PROVISIONS OF THIS LEASE.

31. Real Estatc Commission. Landlord and Tenant shall indenrni$ and hold each orherharmless for any claims made against them by any broker in connection with this Lease.

39. Noticcs. Each notice provided tbr under this Lease must comply with the requi.rements ofthis Paragraph 33. Each notice shall be in writing aDd sent by narionally recognized ovemighr

Business Lease - Free StandingTriple Ne! 1l

38, Time ofEssence. Time is ofthe essence of this Lease.

3{, Exemption o[ Landlord from Liahilitv. Landlord shall nor be liable for injr.rry ordamagc to the person or goods, wares, merchandise or other property of Tenant. Tenant,senrployees, contraclors. invitees, cuslomers, or any other person in or about the Premises, whethersuch damage or injury is caused by or results from fire, steam. electriciry, gas, water or rain. orfrom the breakage, leakage, obstruction or other defects of pipes, t-ue sprinllers, wires,appliances, plumbing, air condition or lighting fi.rtures, or liom any other cause, whether saidinjury or damage results from conditions arising upon the Premises or upon other portions of theBuilding, or from other sources or places, rcgardless of $tlerher the cause of such damage orinjury or the means ofrepairing the same is accessible or not. Landlord shall not be liable for anydamages arising from any act or neglecl ofany oceupant or invitee ofadjacent property.

35. Availabilitv of utilities. Landlord does no1 warrant or guarantee the continuedavailability of any or all utilit-v service to the Pren'fses. Except as provided in the followingsentence, the intenuption, diminution or ccssation of such utilities shall not be construed as allacnlal or constructive eviction of Tenant nor shall Tenant be entitled to any claim for damages orabatemenr of its obligations under this Lease on account thercoi unless such intem.rption iscaused by Landlord's negligcnce. Landlord shall have the right to interupt the utilities ifthere isan emergency to avoid injuries or propeny damage.

36. Landlord's Lisbilin'. The obligations of Landlord under this Lease do not constirutepersonal obligations of Landlord, its agents, principals, employees, successors or assigns. Tenantshall look solely to the Building and to no other assets of Landlord for satisfaction of any liabilityarising out of or in connection wirh this l,ease and Tenant's occupation of the premises, andTenant will not seek recource against Landlord or any of its other assets for satisfaction of anyclaims arising out of or in connection rvith this Lease or Tenant's use of the Premises and theBuilding.

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courier, or by depositirg it with the Unired States Postal Senice. certified mai[, retum receiptrequested. postage prepaid, addressed to the appropriate part), as hereinafter provided. Eachnotice shall be effective upon being so deposited, but the time period in u,hich a response to anvnotice must be given or any action taken with respect thereto shall commence to run from the dateof receipt of the notice by the addressee thereof, as evidenced by acnral receipt, if by ovcmightdelivery, the retum receipt. if b.v certiiied mail. Rejeclion or other refusal by rhe addressee toaccept or the inability of the United Stales Postal Service to deliver because ofa changed addressofrvhich no notice lvas given shall be deemed to be the receipt olthe notice sent. Any parqv shallhave the right from time to time to change the address or individual's attention to which notices toit shall be sent (provided no1 changed to a posr ol'lice box) by giving lo the orher parties at leasrten (10) days prior notice thereof. The addrcsscs ofthe parties shall be those set forth below:

LANDLORD:5589 S. Flelena St.Centennial, CO 80015

TENANT:The Premises

40. Entire Asreement. This Lease contains the entire agreemenr of l.andlord and Tenant,and no other matters or agreements betNeen the parties, either oral or uritten- will be of anve ffect.

4l' Ouiet Eniovment. Landlord warants lhat it has good and indefeasible fee simple ritle tothe Building, including lhe Premiscs. and has the la*ful aurhority to enter into this Lease.Landlord further warranls thar Tenant. subject to the terms and condilions of this Lease, rvillpeaceably and quietly hold and enjo), the Premises during the Term without hindrance orintemrption. so long as no Dethult by Tenant shall occur.

42. Zonine, Landlord makes no warranty that Tenaot may use the Premises and conduct itsbusiness therefrom in accordance with the provisions contained in Puagraph l0 above.

41. orce Maicure, In the event that Landlord or Tenanr shall be delayed or hindered in, orr'prevented fiom, the performance of any work, sen,ice or other act required under this Lease to bepertbrmed by either Landlord or Tenant (except the payment of Rent ard O&er Charges byTenant) and such delay or hindrance is due to strikes. lockouts, acts of God, govemment;lrestrictiorL enemy act, civil commotion. unavoidable fire or olher casualtv, or other cause of a likenature beyond thc reasonable control of Landlord or Tenatrt, then performa.nce of such work,service, or other act shall be excused for the period of such delay, and :he period for thcperlormance of such work, sewice, or other act shall be extended tbr a period equivalent to theperiod of such delay.

Business Lease - Free SmndingTriple Ner 1{

41, Landlord's Lien. Tenanr hereby grants ro Landlord a lien upon all fuminue, fixtures,equipment, leasehold improvements, inventory, merchandise and other property belonging toTenant and located on or u'ithin the Premises ar. any time during the term of this Lea-se, to securethe perfbrmance of renant's obligations under this Lease, said lien to be prior to any other lien osuch property. only in the evenr of a default by Tenant, ivhich delault has not been cured withinthe applicable time period, th.is Landlord's lien may be foreclosed in rhe same manner as alinancing statement under the Uniform Commercial Code and common law of the State ofColorado. and the hling of this Lease in accordance rvith the Uniform Commercial Code shall

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4647

constitute full lawful notice of this lien- If Landlord also has a lien on such property, nor anyportion thereof, by virtue ofa financing statement or other instrumenl or by operation of law. thelien under this Lease shall be in addition thereto and Landlord shall have altemative remedies atits option. Tenant hereby appoints Landlord as its agent to sign all security agreements and./orfinancing statements reasonably necessary or proper lor liling witb the appropriate counry and theColorado Secretary of State in order to ped'ect this lien. Tenant has the right at any time toencumber all or any part of its interest in any or all of its personal propeny relating to thePremises, including rvithout limitation the inventory and trade fixtures in the Premises, r.r'ith aIien to secure financing, and Landlord agrees to execute such Landlord's lvaivers and otlreragreemcnts as such lender may reasonably' request in conneclion with such financing.

45. Successors and Assiqns. l his Lease binds , and inures to the b€nefit ot, the parties to thisLease and their respective heirs, execulors, adminisuators, legal represenutives. successors, andassigns when this Lease permits.

46. Governing Larv. This Lease is to be govenred by and construed rmder the laws of theState of Colorado.

48. Cumulative Remedies. The rights and remedies provided by this Lease are cumulative,and either party's using any right or remedy will not preclude or waive its right to i,se any otherremedy. These rights and remedies are in addition to any other rights the panies may havc bv law,statute, ordinance, or otherw'ise.

19. mendments ln Writin No amendrnent, moditication. or alteration of this agreementis binding unless in writing. dated subsequent ro tbe date of this Lease, and duly executed by theparties.

50. CounterDarts. This Lease ma)' be executed in counterpans. each of which shall constitutean original and all of w'hich when taken together shall constitute one and the same insrrument

52. Rules and Requlations. Landlord shall have the right to establish from time to time suchrules and regulations for the use and care of the Premises and the Building and to modifo, delcte,or add new and additional regulations. In tlte event of any breach of any of such rutes and

Business l,ease - Frce StandingTriple Net 15

47. Severabilitr. lfany one or more ofthe provisioru in this Lease are for any reason held bya court of competenl. jurisdiction to be invalid. illegal, or unenforceable in any respect, theinvalidity, illegalir.v, or unenforceability will nor affect any other provision of the Lease, whichwill be consnued as if it had not included the invalid, illcgal or unenlorceable provision.

5t. Continuous Onerations, Tenrnt shall be obligated to continuously operate its business inIhe Premises during the Term of the Lcase; provided, however, in the event Tenant fails tocontinuously operate its business in Lhc Premises in excess of thiny (30) days, excludingtemporalv closures relaled to casualty, condemnation, remodeling ofthe Prcmises, kndlord shallhave the righ1, but not fie obligadon. u.ithout decluing a Default hereunder, to terminate thisLease upon written nolice to Tenant, and in rvhich case Tenant shall immediately surrenderpossession of the Premises to Landlord and Tenant shall be responsible for the payment of allobligations under this Lease to the date of rermination.

I2

l45

67

8

9l0llt2t314

I5l6l7r8l9702t2723242526

2829303l3233

343536373839404l42

4344454647

regulations of which Tenant is given notice, Landlord shall have all remedies in this Leaseprovided for Tenant's Default.

53, .Ioint and Several Liabiliw*, All persons and entities signing this Lease on behalf ofTenant shall be jointly and severally liable for the payment and performance ofTenant under thisLease.

5{. Rieht of First Refusal To Purchase. So long as Tcna is not in default under the termsof this Lease, Tenanr shall have a right of first refusal to purchase the entire property known as

12078 E. Mississippi Ave., Aurora, CO (the "Rigbt ofFirst Refusal"). Tenart shall have twenty(20) business days after receipt of a copy of a signed Purchase Offer from a bonalide third partywhich Landlord wishes to accept (the "Offer") to exercise the Right of First Refusal by signingthe Offer and delivering il to Landlord. If Tenant does not deliver the OITer to Landlord on orbefore the end of such tq'enty-day period, then this Right of First Rcfusal shall be consideredterminaled and ofno further force and effect and Landlord may proceed to close the sale pursuartto the terms of the Offer.

I,ANDLORD: TENANT:Two BoysASK LLC F'rom IIC Inc

By:Alem Syoum, Managing Member Birhanu A v, President

Date: 1u1y372.2019 Date: Julyfu,20l9

TENANT'S PAYMENT AND PERFOR]VIANCE UNDER THE TERMS OT THXABOIT, R.EFERENCED LEASE ARtr IRREVOCABLY AI\ID UNCONDITIONALLYPERSONALLY GUARANTEED BY THE I.]NDERSIGNED.

Bir nnu ay, An Individual

A(l ged Tadal. An Individual

Date: July 3q, 2019

Business Lease - Free StandingTriple Net

By:

Date: Julys),2019

Afr

t6

I23

45

678

9l0lll2

EXHIBI'T A

Base Renlal Rates

TermCommencement Date - May l, 2020April I,2020- May 3l,2021April l,2021 -lv{ay 31.2022April 1,2022-May 3I, 2023April l , 2023-May 3l, 2024April l , 2024-May 3l, 2025

Monthly Base Rent$5,000.00 (Gross Lease - Not NNl.i)S5, I5O.OO NNN BEGINS$5,304.50$5,463.64$5,627.55$5,796.38

Business Lease - Free StandingTriple Net l1

\r'll 1t ltt \l ||) '\\tl \lt'l \ll ralrr 't\' lu:.r I

lil \t'r.','r'r' trr trrt \'tlr' r rrl l't!r I' r'' "l ll'' rr" ' ' '! | :"

I!r',\rl,'t1,(\. I I( r\ \'rr" ";"; '"':';"''' r"""lrr " ,,1',','

" "Ir';'.;r..;;.'- I r,;'r"r' l"' tr''rr 'tr '' ir rr''r:'irr'':t,' t '' '' ' '

I lri'( (rtlllil\ I qlrrtll lrr' rrlllt ttrl'rl ir'r loll"'_r"

BUYERTrvo GuYs I- ronr DC Inc'

By:Adiamseged T dal, Managtng Member

By: MemberBirhanu A y, Managmg

SELLER:Syoum Pr fiiesL

By:

Date: August 9' 2O19

Date: August 9' 2019

Date: August 9' 2019

MemberNefil yovtn,

Apr 07 1 9,06:39p Hoffman Heights Liquors

NOWTHEREFORE,inconsiderationofthepremisesandthamJtualpromisesset forth belo,v, the parties agre" as follows:

2. Contingcncies, The closing under this Agreement is spec]iically contingent

upon the follov./ing:

p.1

Tbis form lras not beel apE ZoveC by the -coTorad.o ReaT Esxale

contni3sion- BuyeE a"d.'se77e:. ire advised to seek TeqaL

counsel Prior to siEniog'

AGREEMENT FOR SALE AND PURCHASE OF BUSINESS ASSETS

THlsAGREEIV|ENTismadeandentereointobyandbetweBnsyoumPropertles,Lr-c fs"r[7j ""i

r"otuv" rro' Dc lnc (Birhanu Abav and Adiamsessd Tadal'

principals) ("Buyer")-

WHEREAS,SellerislheolvnerofabusjnessbeingoPeratedurd6rlhenameofLabates Liquors (the 'Busine$l localed at 7570 Broadway' Denv-e( CO 80221 nhe,D6micAc"t,n.l setler destres:c sett io guyer suUstantialti atr cfits assetsanc nlerest

;;il ili^'".g;-*;"1 "'rla

tt. a,viit it wilring to purdrase same on the terms an'

mnditions set frcrth hereini

'1. Assste Being Sold, Selling Pricc and Terms' Sell6( shall selland Buver

.1,,r ^,,.^haqa free trom alt liabilities;nd encumbrancas, substantially allassets ofthe"B'r:irH;';e=,iiil

"iiirriitri", *Lt"" and equipment owned bv seller and used or

;;;;Jffiil;;;,.;ion of the B'Jsiness p€'tre iist to be provided to Buv€r the Business

[ii" of tf'" fi"ri*s. lndoor and outdoor signs, the :rade name' lelephone and

[lr*iL" *.u"ti. piomoional malerials' customer gcodwrTl' waa:] ies' equ'pment

iJ""o agreemerfs or service contracts approved by Buyer, and all -pice of

C. The balancs in the torm ofa profiissory note from Buyer lo Seller secured by

a ZnO tien on itioirhe B(Jsiness AsseB,lhe terms ol which willbe agreed to by the

parties and be evidenced by an funendment to this Aoreemant'

A. On or before 30 days aflet the dale hereof Buye( shallhave recaved a new

leasa or ass gnment oF lease ftom the landlord in fom and substanc€ acceptable t0AuyJr .rne

fEase shall include the fcilowlng terms: the term of the lease shall be a

rninimum often (10) years, including oprions. BUYER shall be resPons'ble for ''lre

payment of any lease preparauon oI t,3nsler fees required by landlord

303 366 0572

The lollow:ng items are specifically excluded from the salei all acmunts

r€ceivable and all ai:ounts payable; lease secutity deposit, allutnty d€posils' Seller's

bank accounls.

Apr 07 '19.06:40p Hoffman Heights Liq uors 303 366 0572

6, Accounts Receivable and Payable' Selefs accounts recsivable and

accounts payable a€ i"i u"'g b""tf"tt"d or soJg,.to !!J:r and BuYsr agrees te deliver

10 Seller any ano arr mali, ilyriJnis'-invoi"es ot uills rec;ived by Buyer afrer the date of

' cloGing which are rntenali tor seltei' Buyer is not assuming any liabilities or obligations

,.iuU"g to r," g,"iness, other than expressly agreed by Buyer'

T.Allocationo'Purchts.Price.Thepurchasep]ic€shallbeallocatgdtotheAssets as mutually a;td tl'; pJtt on or prior lo closing in consultation with their

i""p"*;r. "o"u,it"nts

and/or fiDancial advisors'

E.conductolBuslncssPriortoclosing.TothedateofcloslrgtheBusingsswliL be oonducted by SJler according to' and conforming with' all laws' rules and

i.gJ.ti*i"r 0'. "[V'

.:LL "nJ

r"o'it"r govemnents and seller shall operate and

maiFlain the gusines" in inormai and rfoular manne[ will not vidate the tams of any

tease or contracl co""JJtiii,iir. iri-" eriiness; will not remove or cause to be rBrnoved

any Assets except at il"v rniv u" useo in ttre regular course of business' andwill nsl

increase the compensaton payaUte to any ernployee of lhe Business'

9. Final Inventory and lnspection' On or befole the dale of closing Seller and-

Buyer shalllointy 'reii'fv tr{"liii"iui" etsels lo be transfetred' which list shall be p€rt of

the ciosing document"i 'no

if'" pnvs'c"l condition of the Assels and the Premises

1o- Non4ompets Agreernent' At the dosing Seller shall execute and deliver

to Buyer a non-cornpti" "gi"-"*tto

t'll" "Non'compete Agreerneflt) which shall provide

that se,ler and n" pr-in=J-p"i" "naf

noi dlrecdy or indirectly engag€ in the business of '

owrlin! o, op.rating "i5t"iiGu'tiot" *ithin a three (3) mile radius of the Premises ror

a period of three (3) Years.

'11. Ctosing and Closing Dtte' The closing shall be held on or befofe APrii 30'

2019 at the hour ano ptace to uelstaulishad by mutual agreement of Buyet and seller'

At the closing the followlng shall ocqll:

A. Seilsr shall execute and/or deliver to Buyer the Rcllol'ing:

1. Bill of Sale for the turniturs' fixhJres and equiPmont included in th€

Assels wilh tull wananties ot litle and transterring tle Asssts tree anC dea: hom an liens

and encunbtances, EXCEPT THE UEN OF lST BANK COLORADO:

2. The Nor:'ComPete Agreementi

3. An indemnitv asreement by Seller acl(nowledging iE obligation to pay

allbillsandliabilitiesoftheBusinesswhichaccruedpriortothedaleofclGing:

p.2

All keys, combinations and security crdes relating to the Business:

and

C. Buyer and seller shall execute an Assumption Agreement for the lst Banl

Coloradc loan.

4

D. BuyEr and Seuer shall arlange br the transfer oi utilities and Business

lelephone number to Buyer and any leases and/or contrads assumed by Buyer'

5. Awithdrawal or re lease ol the Busin ess trade name :o B uyer'

B.'t st Security Esdcw Compan y LLC shall deliver the escrow fu nds to Seher'

Apr 07 19,06:4Op Hoffman Heights Liquors 303 366 0572

State of Colorado'

c. This Agraement shall be birding upon the heis' personal re esentalives'

- aucc€ssors and assigns ot'rhe pa'tes'

D' Ali nolicss under tfiis AgreEment may be sent to the psrties via electronlc mail

totheaddressessetforthbe]owandShal|bedeemedgtvenatotetmes€nt.

E- The paragraph headings ars br corwenient reference only and shdl not be

used in constuing fi,i. iGrttln"ti whenever the singuliar is used' it shall indude ths

ptof. ,no rfo *otas ol iny gendet shall inctude the oorer gendsrs-

F. This Agreement constitutes the e lre agreem€nt between the Paities relating

to the sJbject hereof unJ it '"y ''or ut

"tended or modilied unless made in writing and

signed bY both Parties'

G. Each p€rty shall b€er its own expenses in connedion with this Agreement'

H. A facsimile or other photo reProduction ofthis Agreement may be axecuted-

by eacfi party separately snd when each party has executed su€il a copy thereol' sucn

copies taken togeih"*Lfi #Oi"t"O to be a tull and complete contract between the

Parfes'

l- For tle Furpose of cal3uating the times For performan'e' the "date hereof' or

tne "date cftfrls Agreemont' shall be th; date on which the last signature or initials of the

parties are afixed Lo lhis Agreemenl

p.3

10. closing Agent ln order to facilitale the closino a closing agent mutuallY

acceotabie to BlyJ aoi Se ler snall be emFloyed to p'orlde for execlriion preoaralion

ffi;#;[;;i;o"uments evroencitg the rerms and conditons ot tFis Agreenenl

l"i pt*ia. r"'U.r" oroper tlosing and distributron ot tJnds' lf Sellerand Buyer agroe to

uooJni a Cfosir,s Aseni each agrees lc pay one-half (%) of the Closing Agenl s fees

li! *p"n"u" "'i,"t snall oe due aio Payab e at the lime of closing'

l9- Brokar Disclosuis. The pErlies acknowledge and egree lhat there is no

Orofer invofvea in this transaction a.li agree to indemnify and hold each oth€r harmless

ill"l"a'rg"i*t -y claims for commissions cr fees by any party claiming through

them.

D(ECUTED as cf the date and date ftst set forth above'

THE UNDERSIGNED BUYER AND SELLER D(PRESSLY ACKNOWLEDGE

FULLY READING. UNDERSTANDING AND RECEIVING ATRUE COPY OF THIS

AGREEMENT.

BT.rYER:Two Guys From DC lnc.

Ad;amse ed TadalTelephone: 202-38&8199E-[,lait adiamseged-tadal@yahoo com

6 r"l u v

oau: eprit-f,. zots

Date Aprilx- 2019By:

Teleoh one: 202-560-0975E-Mail: birhanu.abaY@Yahoo.corr

Apr 07 19,06:42p Hoffman Heights Liquors

SELLER:Syoum Properties, LLC

ey:

Alem Syoum, ManagjrE MemberAddressr 5589 S. Helena St.Centennaal, CO SOO1 5Telephone: 30399&2357E-Mail: asyoLrmk@gmail.corn

6

p.1

Date: April

- 2019

Address: 1910 gth St. NWWashinglon, DC 20001

303 366 0572

OFFICE OF THE SECRETARY OF STATEOF THE STATE OF COLORADO

CERTIFICATE OF FACT OF GOOD STANDING

l, Jena Griswold, as the Secretary of Stale of lhe State of Colorado, hereby certify that, according to therecords of this office,

Two Guys From DC Inc.

tsa

Corporation

formed or registered on 01129/2019 under the law of Colorado, has complied with all applicablerequirements of this office, and is in good standing with this office. This entily has been assigned entityidentification number 20191090615 .

This certificate reflects facts established or disclosed by documents delivered to this oflice on paper through08/08/2019 that have been posled, and by documents delivered to lhis office electronically through08/l l/2019 @ 07:35:53 .

I have affixed hereto the Greal Seal ofthe Stale ofColorado and duly generated, executed, and issued thisofficial certificate aI Denver, Colorado on 08/l l/2019 @ 07:35:53 in accordance with applicable law.This certificate is assigned Confirmation Number I1734584

Secretary of Slate ofthe State Qf Colorado

-rfe-

,. ,;.al^. l,^- t1"' /-^t^-.)^ <--.-Hove|er. as an opnon. thc issuonce ond validity of a certilcate obtained elecronicallt nay be ettoblished by rituing the yalidate aCe.tAcok page of the bcretary of Stote's Web s e, hup: ,\r\rv sos state-.o-u' bt=Ccrtficotesrurchctiteria.do enterin{ the cer4ficate sconlinnotion nunb?. displq.ed on th. c.rtilicote. ondlolloving the insructions displafed. Connmin" the $suonce ofo.e4ficate is n?reh

For ore ir{omation. ,;iti, our Web sit?. http4ur.sor.rr(,rc.., ,.r. ./,ck 8& ness?' trudena*' trode nanes and select 'Fte.Nently As*ed Questio\s."

*-FlledDocument must be filed electronically.Paper documents are not accepted.Fees & forms are subject to change.For more information or to print copiesof filed documents, visit wwwsos.state.co.us.

l. For the entity, its ID number and entity name are

. 2019't 090615tL, nummalcot@do S.cEt ,., oIstot. lD ,tnb.,)

Entity name

two guys from DC

Colorado Secretary of State

Date and Time:07/22/2019 I I :23 AMID Number: 20191090615

Document number: 201 9 I 576763Amount Paid: $ 10.00

Statement of Correction Correcting the Entity Namefiled puEuant to $7-90-305 ofthe Colorado Revised Statutes (C.R.S.)

201910906152. The doctment number ofthe filed document being corrccted is

3. The entity name is incorrect.

4. Such entity name, as correded, isTwo Guys From DC lnc.

5. flThis document contains additional information as provided by law

Notice:Causing this document to be delivered to the secretary ofstate for filing shall constitute the affirmation oracknowledgment ofeach individual causing such delivery, under penalties of perjury, that the docurEnt is theindividual's act and deed, or that the individual in good faith believes the document is the act and deed ofthe personon whose behalfthe individual is causing the docurnent to be delivered for filing, taken in conformity with therequirements ofpafl 3 ofarticle 90 oftitle 7, C.R.S., the constituent docurnents, and the organic statutes, and that theindividual in good faith believes the facts stated in the document are true and the document complies with therequirements ofthat Part, the constituent docunEnts, and the organic statutes.

This perjury notice applies to each individual rafio causes this docunEnt to be delivered to the secretary of state,whether or not such individual is nanrd in the docunEnt as one who has caused it to be delivered.

6. The true name and mailing address

ofthe individual causing the documentto be delivered for filing are

Abay6,trt)

7570 Broadwaylstet "ow and n"Db., o P6t Ofrc. 8d i,trrona)

Denver co 8022'l

un116g states tPd'at.z,P cde)

(Pmine- ito n@hl.)

CORRECT ENTITY PaBe I of2 Rev. l0/01/2O17

Birhanu

0l the lotloving sto..nent aPdiet.adopt,he stot.neit bvno ing the bo' ond include an at'ochne ')

E This document contains the true name and mailing addrcss ofone or morc additional individuals causing the

document to be delivered for filing.

Disclaimer:this forny'cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are

fumished without rep.esentation or warranty. whil€ this forry'cover sheet is betieved to satisfy minimum legal

requirernents as ofis revision date, conpliance with applicable law, as the same may be amended from time lo

tirne, remains the responsibility ofthe user ofthis fordcover sheet. Questions should be addressed to the user's

legal, business or tax adviso(s).

CORRECT_ENTITY Page ? of2 Rev. l0nlr20l7

Document must be filed electronicallv.Paper documents are not accepted.Fees & forms are subject to change.For more information or to print copiesof filed documents, visit www.sos.state.co.us

Colorado Secretary of State

Date and Time: 01129/2019 03:31 PMID Number: 20191090615

Document number: 201 9l 09061 5Amount Paid: $50.00

ABOIE SPACE TOR OfFICE USE ONLY

Articles of Incorporation for a Profit Corporationfiled pursuant to $ 7-102-l0l and $ 7-102-102 ofthe Colorado Revised Statutes (C.R.S.)

I . The domestic entity name for the corporation is

twg guyg froqn DC

(Coution: The use ofce ain tems or abbrcyiations arc reslricted by ldw. Read instruclionsJor moe ihformolion.)

2. The principal office address ofihe corporation's initial principal office is

Street address 75J0 Bloallvay(Street nu bet and nn e)

Denver co 80221lCtty) 6tate) fzP/Postal Code)

United StateslPrcr'ince - f oryhcoble) lCountry)

Mailing address(leave blank ifsame as street address)

7570 Broadway6treet nun ber ond nan. ot Po Olrtce Bo, tdonation)

co 80221(ci+, 6tate) fzlP/Pos.al Code)

United States(Proince - if aryicable) (Counrry1

3. The registered agent name and registered agent address ofthe corporation's initial registered agent are

Name(ifan individual) Abay Birhan u E

(last) (sulfa)

(ifan entity)(Coution: Do not provide both oh individual and an entity ,ame-)

Street address 7570 Broadway(Strcet nnnber and nane)

Denver co 80221

OI

(CiD'

7570 Broadway

6tate) (ZlP/Postal Code)

Mailing address(leave blank il'same as srreel address) (Srreet number anl nane ot Post OJlice Box inlonnaton)

co 80221(ciry)

ARTINC PC

Denver

Page I ofl

6tate)

Rev 8/5/2011

E-Flled

Denver

ihe Io owthg statebent is adopted by narliag the bor.)p Th" p"oon uppoinled as rcgistered agent above has consented to being so appointed

4. The true name and nrailing address ofthe incorporator are

NameAbay birhanu s

llasl

(Cautiofi: Do not protide both an indiridual and an entity name-,1

Mailing address 7570 Broadway

(ifan individual)

or

(ifan entity)

(Middte) (Sullu)

6tre.t numbet and none o. Post Ofice Bot inlonnation)

Denver co 80221(CnY1 (Stote) AIP/Pottol Code)

United Slates(Prov,nce - d odicable) (Coun!4)

llfheIollo*iag tt tcn.nt opplies. adop, th. statenent by nta thg the bot ond includ. on a achm.nl)

! The corporation has one or more additional incorporators and the name and mailing address ofeachadditional incorporator are stated in an attachment.

5. The classes ofshares and number ofshares ofeach class that the corporation is authorized to issue are asfollows.

@ Th. "orpora

tion is authorized to issue 2 common shares that shall have unlimited votingrights and are entitled to receive the nel assets ofthe corporation upon dissolution.

Infiormation regarding shares as required by section 7-106-101, C.R.S., is included in ananachment.

6. (fthelottowint ttotement appties. adopt the ttaten.nt by narhing the bo: anrt inctule on o ochnent-)

! This document contains additional information as provided by law.

7 . (Coution: Leove blan* iJ the document does tat hove o delar-ed efecrive dote. Stoting a deloyed ellective date hassigniJicont legal consequences. Reod inilructions belore entering a date.)

([the lollowitg s,aten.nt applies. adopt the sotenent bt enkringa date a1d. tfapplicable. ne usin|th. requiftdlornot.)The delayed effeclive date and, ifapplicable, time ofthis document is/are

(t n,dd/,Dy hourninute an/pn)

Notice:Causing this document to be delivered to the Secretary ofState for filing shall constitute the affirmation oracknowledgment ofeach individual causing such delivery, under penalties of perjury, that the document is theindividual's act and deed, or that the individual in good faith believes the documenr is the act and deed oftheperson on whose behalfthe individual is causinB the document 10 be delivered for filing, taken in conformirywith the requirements ofpart 3 ofarticle 90 oftitle 7, C.R.S., the constituent documents, and the organicstatutes, and that the individual in good faith believes the facts stated in the document are true and thedocument complies wilh the requirements ofthat Part, the constiluent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered 10 the Secretary ofState. whether or not such individual is named in the document as one who has caused it to be delivered.

AR-TINC PC Page : ofl Rev 8/5/2011

8. The true name and mailing address ofthe individual causing the document to be delivered for filing are

Abay Birhanu G(]'tiddle) (srta)

7 570lsteet nunbc. and nane or Post Ofrce Bo, ihlorrrution)

Denver 80?2'ltc4, (ZlP/Potal Code)

United States( P tut i nc e - if oppl ico b le ) (Coumo)

(lf theloltorring statenent applies. odopt the sbte ent b'norking the box and include an ottochnent')

This document contains the tlue name and mailing address ofone or more additional individuals

causing the document to be delivered for filing.

co/s,r"")

Disclaimer:This form/cover sheet, and any related instructions. are not intended to provide legal, business or tax advice,

and are fumished without represenlation or wiuranty. While this form/cover sheet is believed to satis!minimum legal requirements as of its revision date, compliance with applicable law, as the same may be

amended from time to time, remains the responsibility ofthe user ofthis form/cover sheet. Questions should

be addressed to the user's legal, business or tax adviso(s).

AR']'INC rc l'age I oil Rev 8/5/l0li

True name

Colorado Secretary of State

Date and Time:07/2212019 I t:26 AMID Number: 20191576784

Document number: 20191 576784Amount Paid: $20.00

ABO\E SPACE fOR OFFICE USE ONLY

Statement of Trade Name of a Reporting Entityfiled pursuant to $7-71-t 03 and 07-71- 107 of the Colorado Revised Slatuies (C.R'S)

l. For the reporting entity delivering rhis statement, its lD number, true name, form ofentity and thejurisdiction under the law ofwhich it is formed are

ID Number 20191090615(Colorado SecretaD, ol State lD nu,nber)

Two Guys From DC lnc.

Form ofentiry Corporation

Jurisdiction Colorado

2. The trade name under which such entity transacts business or conducts activities or contemplates

transacting business or conducting activities in this state is

Labates Liquor

3. A briefdescription ofthe kind ofbusiness transacted or activities conducted or contemplaled to be

transacted or conducted in this state under such trade name is

Retail Liquor Store

(Athefo owing ttatenent applies. adopt rhe statenent by zntering a date ond, dopplicable, line using the requircdfomal)The delayed effective date and, ifapplicable, time ofthis document are

(nmldd/tyty hour inute an/pn)

Notice:Causing this document to be delivered to the Secretary ofState for filing shall constitute the aflirmation oracknowledgment ofeach individual causing such delivery, under penalties of perjury, that such documenl is

such individual's act and deed, or that such individual in good faith believes such document is the act and deedofthe person on whose behalfsuch individual is causing such document to be delivered for filing, taken inconformity with the requirements ofpart 3 ofarticle 90 oftitle 7, C.R.S. and, ifapplicable, the constituentdocuments and the organic statutes, and that such individual in good faith believes the facts slated in suchdocument are true and such document complies with the requiremenls dfthat Part, the constituent documenG,and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the Secretary ofState, whether or not such individual is identified in this document as one who has caused it to be delivered

Page I of2 Rev l2l01/2012

Document must be filed electronically.Paper documents are not accepted.Fees & forms are subjecr to change.For more information or to print copiesof fi led documents, visit www.sos.state.co.us.

E-Flled

4. 1y rhc lollovtng saentnt oppli.s, adopt tt c ttotcmenr by narling rhe box oad inclr/de on ottachmen -)

! Thir do"urn"nt contains additional information as provided by law.

5. (Caution: Lede bldnk if the doament does nol hove o deldyed efective dole. Slatiag o delayed efective date hos

signilcanl legal contequences. Redd instntclions belore entering a dote.)

TRDNM RE

6. The true name and mailing address ofthe individual causing this document to be delivered for filing are

Abay Birhanu(Last)

7570 Broadway(Fitst) (Miab) 6"tr6)

(Srreer nunber and none ot Post Ofrce Bor in/onnotion)

Denver 80221(Cirf) 6tate)

United States(PostoLZtp Code)

(Prorince - if applicabl.) (Coutry - us/

_ (Urhe followng stotenent applies. odopt the sratem.n, by narlirq thz bd and include an ouochnenl)

Ll This document contains the true name and mailing address of one or more additional individualscausing the document to be delivered for filing.

Disclaimer:This form,/cover shee! and any related instructions, are not intended to provide legal, business or tax advice,and are furnished without representation or warranq/. While this form/cover sheet is believed to satis!minimum legal requirements as of its revision date, compliance with applicable law, as the same may beamended from time to time, remains the responsibility of the user ofthis form/cover sheet. Questions shouldbe addressed to the user's legal, business or tax adviso(s).

co

TRDNM RE PaBe 2 of2 Rev. 12,01/2012

BYLAWS

OF

Two Guys From DC Inc.

ART]CLE I.

Offices

Section l. Business OIIlce. The principal office ofthe corporation shall be located inDenver, Colorado, or as determined by the board of directors. The corporation may have such otheroffices, either within or outside Colorado, as the board ofdirectors may designate or as the business of thecorporation may require from time to time.

Section 2. Resistered Office. The registered olTice of the corporation required by theColorado Business Corporation Act to be maintained in Colorado may be, but need not be, identical withthe principal office in Colorado, and the address ofthe principal or registered office may be changed fromtime lo time by the board of directors.

ARTICLE II.

Shareholders

Section l. Annual Meetings. An annual meeting ofthe shareholders shall beheldonDecember l5th ofeach year beginning in the year 2020 or at such other date as may be determined by theboard of directors, beginning the calendar year after the year of incorporation, for the purpose of electingdirectors and for the transaction ofsuch other business as may come before the meeting. Ifthe day fixedfor the annual meeting shall be a legal holiday, such meeting shall be held on the next succeedingbusiness day. If the election ofdirectors shall not be held on the day designated herein for the annualmeeting of the shareholders it shall be held as soon thereafter as convenient. Failure to hold an annualmeeting in accordance with these bylaws shall not affect the validity ofany corporate action and does notwork a forfeiture or dissolution ofthe corporation.

Section 2. SpgcialMeetinss. Special meetings of the shareholders, for any purpose orpurposes, unless otherwise prescribed by statute, may be called by the president or the board ofdirectors,and shall be called by the president ifthe corporation receives one or more written demands for themeeting, stating the purpose or purposes for which it is to be held, signed and dated by the holders ofnotless than one-tenth ( I /10) ofall the outstanding shares ofthe corporation entitled to be cast on any issueproposed to be considered at the meeting.

Section 3. Place of Meetins. Annual meetings ofthe shareholders shall beheldatthecorporation's principal office or such place as may be deterinined by the board of directors.

Section 4. Notice of Meeting. Except as otherwise prescribed by slatute, written notice ofeach meeting ofthe shareholders stating the place, day and hour ofthe meeting, and, in the case ofaspecial meeting, the purpose or purposes for which the meeting is called, shall be given not less than l0nor more than 60 days before the date ofthe meeting, either personally or by first class, certified or

registered mail, by or at the direction of the president or the secretary to each shareholder of recordentitled to vote at such meeting, except that, if the number ofauthorized shares is to be increased, at least

30 day's notice shall be given. If mailed, then such notice shall be deemed to be given when deposited inthe United States mail, addressed to each shareholder at his address as it appears on the stock transferbooks ofthe corporation, with postage thereon prepaid, but ifthree successive notices mailed to the last

known address ofany shareholder of record are retumed as undeliverable, no further notices to such

shareholder shall be necessary until another address for such shareholder is made known to thecorporation. If requested by a person or persons, other than the corporation, lawfirlly calling a meeting,the secretary shall give notice ofsuch meeting at corporate expense.

Section 7. Proxies. At each meeting ofthe shareholders, a shareholder may vote by proxyexecuted in writing by the shareholder or his duly authorized attomey-in-fact. Such proxy shall be filedwith the secretary ofthe corporation before orat the time ofthe meeting. No proxy shall be valid after I Imonths from the date of its ixecution, unless otherwise provided in the proxy.

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Section 5. Closine ofTransfer Books or Fixine of Record Date. Forthe purpose ofdetermining shareholders entitled to notice ofor to vote any meeting ofthe shareholders or anyadjournment thereof, or shareholders entitled to receive payment ofany dividend, or in order to make adetermination ofshareholders for any other proper purpose, the board ofdirectors may provide that thestock transfer books shall be closed for a stated period not exceeding 70 days. lf the stock transfer booksare not closed and no record date is fixed for the determination ofshareholders entitled to notice ofor tovote at an annual or special meeting of the shareholders, or shareholders entitled to receive payment ofadividend, the day before the first notice ofthe annual or special meeting ofthe shareholders on whichnotice ofthe meeting is mailed or the date on which the resolution ofthe board ofdirectors declaring suchdividend is adopted, as the case may be, shall be the record date for the determination of shareholders.When a determination of shareholders entitled to vote at any meeting ofthe shareholders has been madeas provided in this section, such determination shall apply to any adjoumment thereofexcept where thedetermination has been made through the closing ofthe stock transfer books and the stated period oftheclosing has expired in which case notice ofthe adjourned meeting shall be given to shareholders as ofthenew record date. The record date for shareholders entitled to take action without a meeting is the date a

writing in which the action is taken is first received by the corporation.

Section 6. Voting Record. The officer or agent having charge ofthe stock transfer booksfor shares ofthe corporation shall make, at least l0 days before each meeting ofthe shareholders, acomplete record ofthe shareholders entitled to vote at such meeting or any adjoumment thereofarrangedby voting group and within such voting group by class or series of shares, which shall be alphabeticalwithin each class or series ofshares and shall show the address ofand the number ofshares ofeach suchclass or series that are held by each shareholder. For the period beginning the earlier of l0 days beforesuch meeting or two business days after notice ofthe meeting is given and continuing through themeeting and any adjoumment thereof, this record shall be kept on file at the principal office ofthecorporation. A shareholder or his agent or attomey is entitled on rvritten demand to inspect, subject to therequirements ofthe Colorado Business Corporation Act, to copy the list during regular business hours andduring the period it is available for inspection. The original stock transfer books shall be prima facieevidence as to who are the shareholders entitled to examine such record or transfer books or to vote at anymeeting ofthe shareholders. Failure to prepare or make available the shareholders' list does not affect thevalidiry ofaction raken at the meeting.

Section 8. Ouorum. Except as otherwise required by the laws ofColorado orthe Articles ofIncorporation, 5l percent ofthe outstanding shares ofthe corporation entitled to vote, represented inperson or by proxy, shall constitute a quorum at each meeting of the shareholders, and the affirmativevote of a majority ofthe shares represented at a meeting at which a quorum is present and entitled to vote

on the subject matter shall be the act ofthe shareholders. Ifless than 5l percent ofthe outstanding shares

are represented at a meeting, a majority ofthe shares so represented may adjourn the meeting from timeto time for a period not to exceed 60 days at any one adjournment without further notice other than an

announcement at the meeting. At such adjourned meeting, at which a quorum shall be present orrepresented, any business may be transacted which might have been transacted at the meeting as

originally notified.

Section 9. Voting ofShares. Each outstandin g share of record, regardless ofclass, isentitled to one vote, and each fractional share is entitled to a corresponding fractional vote, on each mattersubmitted to a vote ofthe shareholders either at a meeting thereofor pursuant to Section I I ofthisArticle, except to the extent that the voting rights ofthe shares ofany class or classes are limited ordenied by the Articles of Incorporation as permitted by the Colorado Business Corporation Act. In the

election ofdirectors each record holder of stock entitled to vote at such election shall have the right tovote the number ofshares owned by him for as many persons as there are directors to be elected, and forwhose election he has the right to vote. Cumulative voting shall notbe allorved.

Section 10. Votins of Shares bv Certain Holders (A) Treasury shares nor shares held byanother corporation ifa majority of the shares entitled to vote for the election ofdirectors ofsuch othercorporation is held by this corporation, directly or indirectly, shall not be entitled to vote at any meetingor counted in determining the total number ofoutstanding shares at any given time.

(B) Shares standing in the name ofanother corporation may be voted by such officer, agent

or proxy as the bylaws ofsuch corporation may prescribe or, in the absence of such provision, as theboard ofdirections ofsuch corporation may determine.

(C) Shares held by an administrator, executor, guardian or conservator may be voted by him,either in person or by proxy, without a transfer ofsuch shares into his name. Shares standing in the name

ofa trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote

shares held by him without a transfer of such shares into his name.

(D) Shares standing in the name ofa receiver may be voted by such receiver, and shares heldby or under the control ofa receiver may be voted by such receiver without the transfer thereof into hisname ifauthority so to do is contained in an appropriate order ofthe court by which such receiver wasappointed.

(E) A shareholder whose shares are pledged shall be entitled to vote such shares until theshares have been transferred into the name ofthe pledgee, and thereafter the pledgee shall be entitled tovote the shares so transferred.

(F) The board ofdirectors may, from time to time, estabtish a procedure by which the beneficialowner ofshares that are registered in the name ofa nominee is recognized by the corporation as theshareholder.

Section I l. Action Without a Meetine. Any action required or permitted to be taken at ameeting ofthe shareholders may be taken without a meeting ifa consent in writing, setting forth theaction so taken, shall be signed by all ofthe shareholders entitled to vote with respect to the subject matterthereof. Such consent (which may be signed in counterparts) shall have the same force and effect as aunanimous vote of the shareholders and may be slated as such in any document.

Section 12. Meetinqs bv Telecommunication. Any or all ofthe shareholders may participate inan annual or special meeting, or the meeting may be conducled through the use oll any means of

J

Section l. General Powers. The business and affairs ofthe corporation shall be managed by

its board ofdirectors, except as otherwise provided in the Colorado Business Corporation Act, the articlesof incorporation or these bylaws.

Section 2. Num d alifications. The number ofdirectors of the corporation

shall be at least one. Directors shall be elected at each annual meeting ofthe shareholders. Each director

shall hold office until the next annual meeting ofthe shareholders or thereafter until his successor shall

have been elected and qualified, or until his earlier death, resignation or removal. Directors must be

natural persons at least eighteen years of age or older but need not be residents ofColorado norshareholders of the corporation.

Section 3. Vacancies. Any director may resign atanytime by giving written notice tothepresident or to the secretary ofthe corporation- A director's resignation shall take effect when the noticeis received by the corporation unless the notice specifies a later date, and unless otherwise specified

therein, the acceptance ofsuch resignation shall not be necessary to make it effective. Any vacancy

occurring in the board ofdirectors may be filled by the affirmative vote ofa majority ofdirectorsremaining in office rhough less than a quorum. A director elected to fill a vacancy shall be elected for the

unexpired term of his predecessor in office. Any directorship to be filled by reason ofan increase in the

number ofdirectors shall be filled by the affirmative vote of a majority ofthe directors then in office orby an election at a meeting ofthe shareholders called for that purpose, and a director so chosen shall hold

office for the term specified in Section 2 above.

Section 4. Removal Bv Shareholders. The shareholders may remove one or more directorswithout cause.

Section 5. Rezular Meetings. A regular meeting ofthe board ofdirectors shall be held

immediately after and at the same place as the annual meeting ofthe sharcholders, or as soon as

practicable thereafter at the time and place, either within or outside Colorado, determined by the board,

for the purpose ofelecting olficers and for the transaction of such other business as may come before the

meeting. The board of directors may provide by resolution the time and place, either within or outside

Colorado,, for the holding ofadditional regular meetings.

Section 6. Special Meetinqs. Special meetings of the board ofdirectors may be called by orat the request ofthe president or any director. The person or persons authorized to call special meetingsofthe board ofdirectors may fix any place as the place, either within or outside Colorado, for holding any

special meeting ofthe board called by them.

Section 7. Notice. Notice ofeach meeting of the board ofdirectors stating theplace, day

and hour of the meeting shall be given to each direclor at least five days prior thereto by maiiing ofwritten notice by first class, certified or registered mail, or at least two days prior thereto by personal

delivery of written notice or by telephone, telegraphic or facsimile notice, except that in the case ofameeting to be held pursuant to Section l2 ofthis Article telephone notices may be given one day priorthereto. (The method ofnotice need not be the same to each director.) Notice shall be deemed to be

given, if mailed, when deposited in the United States mail, with postage thereon prepaid, addressed to the

1

communication by which all persons participating in the meeting may hear each other during the meeting.

A shareholder participating in a meeting by this means is deemed to be present in person at the meeting-

ARTICLE III.

Board of Directors

director at his business or residence address; ifpersonally delivered, rvhen delivered to the director; iftelephoned, when communicated to the director; iffaxed, when the facsimile is sent. Any director maywaive notice ofany meeting before or afler the time and date ofthe meeting stated in the notice, providedthe waiver shall be in rvriting and signed by the director. The anendance of a director at a meeting shallconstitute a waiver ofnotice ofsuch meeting, except when at the beginning ofthe meeting or promptlyupon his or her later arrival, the director objects to holding the meeting or transacting business at themeeting because of lack ofnotice or defective notice and does not thereafter vote for or assent to actiontaken at the meeting. Neither the business to be transacted at, nor the purpose of, any meeting oftheboard of directors need be specified in the notice or waiver of notice of such meeting unless otherwiserequired by statute.

Section 8. Presumption ofAssent. A director ofthe corporation who is present at a meetingofthe board ofdirectors at which action on any corporate matter is taken shall be presumed to haveassented to the action taken unless his dissent shall be entered in the minutes ofthe meeting or unless heshall file his written dissent to such action with the presiding officer of the meeting before theadjoumment thereof or shall forward such dissent by registered mail to the corporation promptly after theadjoumment of the meeting. Such right to dissent shall not apply to a director who voted in favor ofsuchaction.

Section 9. Ouorum and Voting. A majority of the number ofdirectors fixed by Section 2 ofthis Article, present in person, shall constitute a quorum for the transaction of business at any meeting ofthe board ofdirectors, and the vote ofa majority ofthe directors present at a meeting at which a quorumis present shall be the act ofthe board ofdirectors. Ifless than such majority is present at a meeting, amajority ofthe direclors prcsent may adjourn the meeting from time to time without further notice otherthan an announcement at the meeting, until a quorum shall be present. No director may vote or act byproxy al any meeting of directors.

Section 10. Compensation. By resolution ofthe board ofdirectors, any director may be paidany one or more ofthe following: his expenses, if any, ofanendance at meetings; a fixed sum forattendance at such meeting; or a stated salary as director. No such payment shall preclude any directorfrom serving the corporation in any other capacity and receiving compensation therefor.

Section I l. Executive and Other Committees. By one or more resolutions, the board ofdirectors may designate from among its members an executive committee or one or more othercommittees, each of which, to the extent provided in the resolution establishing such commitlee, mayexercise all ofthe authority ofthe board ofdirectors except as limited by the Colorado BusinessCorporation Act. Rules goveming procedures for meetings ofany committee ofthe board shall be asestablished by the committee or in the absence thereofby the board ofdirectors. Provisions ofthesebylaws which govem meetings, action without a meeting, waiver ofnotice and quorum and votingrequirements of the board of directors apply to committees and their members as well.

Section 12, eetin Telecommunic Any director may participate in a regular orspecial meeting by, or conduct the meeting through the use of, any means of communication by which alldirectors may hear each other during the meeting. A director participating in any meeting by this meansis deemed to be present in persqn at the meeting.

Section 13. ion Without a Meetin Any action required or permitted to be taken at ameeting ofthe directors may be taken without a meeting ifa consent in writing, setting forth the action sotaken, shall be signed by all ofthe directors entitled to vote with respect to the subject matter thereof.Such consent (which may be signed in counterparts) shall have the same force and effect as a unanimousvote ofthe directors and may be stated as such in any document.

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Section 14. Conflicts of Interest (A) As used in this section, "conflicting interesttransaction" means any ofthe following:

(i) A loan or other assistance by the corporation to a director ofthe corporation or to an

entity in which a director ofthe corporation is a director or officer or has a financial interest.

(iD A guaranty by the corporation ofan obligation ofa director ofthe corporation or ofanobligation ofan entity in which a director of the corporation is a director or officer or has a financialinterest; or

(iiD A contract or transaction between the corporation and a director ofthe corporation orbetween the corporation and an entity in which a director ofthe corporation is a director or officer or hasa financial interest.

(B) No conflicting interest transaction shall be void or voidable or be enjoined, set aside, orgive rise to an award of damages or other sanctions in a proceeding by a shareholder or by or in the rightofthe corporation solely because the conflicting interest transaction involves a director ofthe corporationor an entity in which a director ofthe corporation is a director or officer or has a financial interest orsolely because the director is present at or participates in the meeting ofthe corporation's board ofdirectors or ofthe committee ofthe board ofdirectors which authorizes, approves, or ratifies theconflicting interest transaction or solely because the director's vote is counted for such purpose if:

(i) The material facts as to the director's relationship or interest and as to the conflictinginterest transaction are disclosed or are known to the board ofdirectors or the committee, and the board ofdirectors or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction bythe affirmative vote of a majority ofthe disinterested directors, even though the disinterested directors areless than a quorum; or

(iD The malerial facts as to the director's relationship or interest and as to the conflictinginterest transaction are disclosed or are known to the shareholders entitled to vote thereon, and theconflicting interest transaction is specifically authorized, approved, or ratified in good faith by a vote ofthe shareholders; or

(iiD The conflicting interest transaction is fair as to the corporation as ofrhe time it isauthorized, approved or ratified by the board of directors, a committee thereof, or the shareholders.

(C) Common or interested directors may be counted in determining the presence ofa quorumat a meeting ofthe board ofdirectors or ofa committee which authorizes, approves, or ratifies theconfl icting interest transaction.

(D) The board ofdirectors or a committee thereofshall not authorize a loan by thecorporation to a director oflhe corporation or an entiry in which a director ofthe corporation is a directoror officer or has a financial interest, or a guaranty by the corporation ofan obligation ofa director ofthecorporation or ofan obligation ofan entity in which a director ofthe corporation is a director or officer orhas a financial interest, pursuant to paragraph (b) ofthis section until at least l0 days after wriften noticeofthe proposed authorization ofthe loan or guaranty has been given to the shareholders who would beentitled to vote thereon ifthe issue ofthe loan or guaranty were submitted to a vote ofthe shareholders.

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ARTICLE IV.

Section I Number and alifications. The officers ofthe corporation shall be a president

The board ofdirectors may also elect or appoint such other olTicerc, assistant officers and agents,

including a chairman ofthe board, treasurer, one or more vice-presidents, a controller, a secretary,assistant secretaries and assistant treasurers, as they may consider necessary. One person maysimultaneously hold more than one office. All officers must be natural persons at least eighteen years ofage or older.

Section 2. Election and Term ofO{fice. The officers of the corporation shall be elected bythe board ofdirectors annually at the first meeting ofthe board held after each annual meeting oftheshareholders. If the election of officers shall not be held at such meeting, such election shall be held as

soon thereafter as convenient. Each officer shall hold office until his successor shall have been dulyelected and shall have qualified, or until his earlier death, resignation or removal.

Section3. Salaries. The salaries of the officers shall be as fixed from time to time by theboard ofdirectors and no officer shall be prevented from receiving a salary by reason ofthe fact that he isalso a director ofthe corporation.

Section 5. Vacancies. Any officer may resign at any time, subject to any rights orobligations under any existing contracts betrveen the officer and the corporation, by giving rvritten noticeto the president or to the board ofdirectors. An office/s resignation is effective when the notice isreceived by the corporation unless the notice specifies a later date; and unless otherwise specified therein,the acceptance ofsuch resignation shall not be necessary to make it effective. A vacancy in any office,however occurring, may be filled by the board ofdirectors for the unexpired portion oflhe term.

Section 6. Authority and Duties ofOfficers. The officers ofthe corporation shall have theauthority and shall exercise the powers and perform the duties specified below and as may be additionallyspecified by the president, the board ofdirectors or these bylarvs, except that in any event each officershall exercise such powers and perform such duties as may be required by law.

(A) President. The president shall, subject to the direction and supervision ofthe board ofdirectors (i) be the chiefexecutive officer ofthe corporation and have general and active control of itsaffairs and business and general supervision of its officers, agents and employees; (ii) unless there is achairman ofthe board, preside at all meetings ofthe shareholders and the board ofdirectors; (iii) see thatall orders and resolutions ofthe board of directors are carried into effecl; and (iv) have general authorityto sign all documents on behalfofthe corporation; and (iv) perform all other duties incident to the officeofthe president and as from time to time may be assigned to him by the board ofdirectors.

(B) Vice Presidents. The vice president, ifany, (or ifthere is more than one then each vicepresident) shall assist the president and shall perform such duties a may be assigned to him by thepresident or by the board ofdirectors. The vice president, ifthere is one (or ifthere is more than one thenthe vice president designated by the board ofdirectors, of ifthere be no such designation, then the vicepresidents in order oftheir election), shall, at the request ofthe president, or in his absence or inability or

7

Officers and Agents

Section4. Removal. Any officer or agent may be removed by the board of directors with orwithout cause whenever in itsjudgment the best interests ofthe corporation will be served thereby, butsuch removal shall be without prejudice to the contract rights, ifany, ofthe person so removed. Electionor appointment ofan officer or agent shall not in itselfcreate contract rights.

refusal to act, perform the duties ofthe president and when so acting shall have all the porvers of and be

subject to all the restrictions upon the president.

(C) Secretary. The secrelary, ifany, shall: (i) keep the minutes ofthe proceedings oftheshareholders, the board ofdirectors and any committees ofthe board; (ii) see that all notices are duly

given in accordance with the provisions ofthese bylaws or as required by law; (iii) be custodian ofthe

"orporate records and ofthe seal ofthe corporation; (iv) keep at the corporation's principal office a copy

ofthe following: its anicles of incorporation; its bylaws; the minutes ofall shareholders' meetings and

records of all actions taken by the shareholders without a meeting for three years; all writtencommunications within the past three years to shareholders or groups or to the holders or any class or

series of shares as a group; a tist of the names and business addresses of its current officers and directors;

the most recent corporate report delivered to the Secretary of State; and all financial statements prepared

for periods ending during the last three years that a shareholder could have requested under the Colorado

Business Corporation Act; (v) have general charge ofthe stock books ofthe corporation, unless the

corporation has a transfer agent; (vi) authenticate corporate records; and (vii) in general, perlorm all

duties incident to the o{fice ofsecretary and such other duties as from time to time may be assigned to

him by the president or by the board ofdirectors. Assistant secretaries, ifany, shall have the same duties

and powers, subject to supervision by the secretary.

(D) Treasurer. The treasurer, ifany, shall: (i) be the principal financial officer ofthecorporation and have lhe care and custody of all its funds, securities, evidences of indebtedness and other

personal property and deposit the same in accordance with the instructions ofthe board ofdirectors; (ii)receive and give receipts and acquittances for moneys paid in on account ofthe corporation, and pay out

ofthe funds on hand all bills, payrolls and otherjust debts ofthe corporation ofwhatever nature upon

maturity; (iii) unless there is a controller, be the principal accounting officer ofthe corporation and as

such prescribe and maintain the methods and systems ofaccounting to be followed, keep complete books

and records ofaccount, prepare and file all local, state and federal tax retums, prescribe and maintain an

adequate system of intemal audit, and prepare and fumish to the president and the board of directorsstatements ofaccount showing the financial position ofthe corporation and the results of its operations;

(iv) upon request ofthe board ofdirectors, make such reports to it as may be required at any time; and (v)perform all other duties incident to the office oftreasurer and such other duties as from time to time may

be assigned to him by the board ofdirectors or the president. Assistant treasurers, ifany, shall have the

same powers and duties, subject to supervision by the treasurer.

Section 7. Suretv Bcinds. The board ofdirectors may require any officer or agent ofthecorporation to execute to the corporation a bond in such sums and with such sureties as shall be

satisfactory to the board ofdirectors, conditioned upon the faithful performance ofhis duties and for therestoration to the corporation ofall books, papers, vouchers, money and other property ofwhatever kindin his possession or under his control belonging to the corporation.

ARTICLE V.

Stock

Section I . Issuance of Shares. The issuance or sale by the corporation ofany shares of itsauthorized capital stock ofany class, including treasury shares, shall be made only upon authorization bythe board ofdirectors, except as otherwise may be provided by statute.

Section 2. Certificates. Shares may, but need not be, represented by certificates, at thediscretion ofthe board ofdirectors, provided that, ifno certificates are used, the corporation must complyrvith the notice provisions ofthe Colorado Business Corporation Act. Ifthe shares of stock ofthe

8

corporation are represented by certificates, the certificates shall be consecutively numbered certificates

signed in the nami of the corporalion by its president or a vice president and the secretary or assistant

."""r.t"ry, and shall be sealed rvith the seal ofthe corporation or with a facsimile thereof. The signatures

ofthe cirporation's officers on any certificate may also be facsimiles ifthe cerlificate is countersigned by

a transfer agent, or registered by i registrar, other than the corporation itselfor an employee ofthe

corporation; ln case a'ny officei wholas signed or rvhose facsimile signature has been_ placed upon such

""rtifi"ut" shall have ceased to be such offiier before such certificate is issued, it may be issued by the

corporation with the same effect as if he were such officer at the date of its issue. Certificates ofstock

shail be in such form consistent with the requirements ofthe Colorado Business Corporation Act as shall

be prescribed by the board ofdirectors. No certificate shall be issued until the shares represented thereby

consisting of any tangible or intangible property or benefit to the corporalion, including cash, promissory

notes, seiices ierformed and othei securities ofthe corporation as shall be determined from time to time

by the board ofdir""to.r in accordance with the requirements ofthe Colorado Business Corporation Act.

are fully paid.

Section 3. Considera tion for Shares. Shares shall be issued for such consideration

Section 4. Lost Certificates. In case ofthe alleged loss, destruction or mutilation of a

certificate ofstock the board ofdirectors may direct the issuance ofa new certificate in lieu thereofupon

such terms and conditions in conformity with law as it may prescribe. The board ofdirectors may in its

discretion require a bond in such form and amount and with such surety as it may determine before

issuing a new certificate.

Section 5. Transfer ofshares. Upon surrender to the corporation or to a transfer agent ofthe corporation ofa certificate ofstock duly endorsed or accompanied by proper evidence ofsuccession,

assignment or authority to transfer, it shatl be the duty ofthe corporation to issue a new certificate to the

perion entitled thereto and cancel the old certificate. Every such transfer ofstock shall be entered on the

stock books ofthe corporation.

Section 6. Holders of Record. the corporation shall be entitled to treat the holder ofrecord

ofany share ofstock as the holder in fact thereof, and accordingly shall not be bound to recognize any

equitable or other claim to or interest in such share on the part ofany other person whether or not it shall

have express or other notice thereof, except as may be required by the laws of Colorado'

Section 7. Transfer A ts- Resistrars and Pav ins Asents. The board ofdirectors may at its

discretiOn appoint one or more transfer agents, registrars or agents for making payment upon any class o

stock, bond, debenture or other security ofthe corporalion. Such agents and registrars may be located

either within or outside Colorado. They shall have such rights and duties and shall be entitled to such

compensation as may be agreed.

ARTICLE VI.

Standards of Conduct for Officers and Directors

General Stand ards ofConduct for Officers and Di rectors. Each director shall discharge his duties

as a director, including his dulies as a member ofa committee, and each officer with discretionary

authority shall discharge his duties under that authority:

I

9

(A) In good faith;

(C) In a manner he reasonably believes to be in the best interests of the corporation.In discharging his duties, a director or omcer is entitled to rely on information, opinions, reports, orstatements, including financial staiements and other financial data, ifprepared or presented by: (i) one ormore officers or employees of the corporation rvhom the director or officer reasonably believes to be

reliable and competent in the matters presented; (ii) legal counsel, a public accountant, or another personas to matters the director or orTicer reasonably believes are within such person's professional or expertcompetence; or (iii) In the case ofa director, a committee ofthe board ofdirectors of which the director is

not a member if the director reasonably believes the committee merits confidence. A director or officer isnot acting in good faith if he has knowledge concerning the matter in question that makes relianceotherwise permitted by this section unwarranted. A director or officer is not liable as such to thecorporation or its shareholders for any action he takes or omits to take as a director or oITicer, as the casemay be, if, in connection with such aclion or omission, he performed the duties ofthe position incompliance with this Article.

Section l. Definitions. For purposes ofthis Article, the following terms shall have themeanings set forth below:

(A) Action - Any threatened, pending or completed action, suit or proceeding, whether civil,criminal, administrative, arbitrative or investigative and whether formal or informal;

(B) Derivative Action - Any Action by or in the right ofthe corporation to procure ajudgment in its favor;

(C) Third Parw Action - Any action other than a Derivative Action; and

(D) Indemnified Party - Any person who is or was a party or is threatened to be made a partyto any Action by reason ofthe fact that he is or was a director, oflicer, employee or agent ofthecorporation or is or was serving at the request ofthe corporation as a director, oflicer, employee or agentofanother corporation, partnership, joint venture, trust or other enterprise, including without limitation,any employee benefit plan ofthe corporation for which any such person is or was serving as trustee, planadministrator or other fiduciary.

Section 2. Third Pa4v Actions. The corporation shall indemnifo any Indemnified Partyagainst liability incurred by him in connection with any Third Party Action, if, as determined pursuant toSection 6 below, he conducted himself in good faith and reasonably believed, in the case ofconduct in anofficial capacity with the corporation, that his conduct was in the corporation's besl interests and in allother cases, that his conduct was at least not opposed to the corporation's best interests; and in the case ofany criminal proceeding, had no reasonable caqse to believe that his conduct was unlawful. A directo/sconduct with respect to an employee benefit plan for a purpose the director reasonably believed to be inthe interests ofthe participants or beneficiaries ofthe plan is conduct that satisfies these requirements.The termination ofa proceeding byjudgment, order, settlement, conviction or upon a plea ofnolocontendere or its equivalent, is not, of itself, determinative that the director did not meet the standard ofconduct described in this section.

(B) With the care that an ordinarily prudent person in a like position would exercise undersimilar circumstances; and

ARTICLE VII.

Indemnification

t0

Section J. Derivative Actions. The corporation shall indemnifu any lndemnified Partyagainsl reasonable expenses (including attomeys' fees) incurred by him in connection with the defense orsettlement ofany Derivative Action il as determined pursuant to Section 6 below, he met the standardsdescribed in Section 2 above.

Section 4.under this Article:

Limitations on Indemnification. The corporation may not indemnify a director

(A)corporation; or

In connection rvith a Derivative Action in which the director rvas adjudged liable to the

(B) In connection with any Action charging that the director derived an improper personal

benefit, rvhether or not involving action in an official capacity, in which proceeding the director wasadjudged liable on the basis that he derived an improper personal benefit.

Section 5. Success on Merits or Otherwise. Ifand to the extent that any Indemnified Partyrvas wholly successful on the merits or otherwise in defense ofany Action referred to in Sections 2 or 3 ofIhis Article VI, or in defense ofany claim, issue, or matter therein, he shall be indemnified againstexpenses (including attorneys' fees) actually and reasonably incuned by him in connection therewith.

Section 6. Determination. Except as to an indemnification under section 5, anyindemnification under sections 2 or 3 of this Article (unless ordered by a court) shall be made by thecorporation only upon a determination that indemnification ofthe Indemnified Party is proper in thecircumstances because he has met the applicable standards ofconduct set forth in sections 2 or 3. Anysuch determination shall be made (a) by the board ofdirectors by a majority vote ofthose present at ameeting at which a quorum is present, and only those directors not pa(ies to the Action shall be countedin satisfuing the quorum; or (b) if a quorum cannot be obtained, by a majority vote ofa committee oftheboard ofdirectors designated by the board ofdirectors, which committee shall consist of two or moredirectors not parties to the Action; except that directors who are parties to the Action may participate inthe designation ofdirectors for the committee. Ifa quorum cannot be obtained or a committee cannot be

established, or, even ifa quorum is obtained or a committee is designated, ifa majority ofthe directorsconstituting such quorum or such committee so direct, the determinalion required to be made shall be

made: by independent legal counsel selected by a majority vote ofthe board ofdirectors or committee as

above; or, by the shareholders ofthe corporation at a meeting called for such purpose.

Section 7. Pavment in Advance Expenses (including attomeys' fees) or some part thereofincurred by an lndemnified Party in defending any Action, shall be paid by the corporation in advance ofthe final disposition ofsuch Action ifa determination to make such payment is made on behalfofthecorporation as provided in Section 6 ofthis Article; provided thal no such payment may be made unlessthe corporation shallhave first received a written aflirmation ofthe director's good faith beliefthat he hasmet the standard ofconduct described in this Articlei the written undertaking by or on behalfofthelndemnified Party to repay such amount if it is ultimately determined that he did not meet the standard ofconduct; and a determination is made that the facts then known to those making the determination wouldnot preclude indemnification under this Article.

ll

Section 8. Notice to Shareholders of Indemnification. Ifthe corporation indemnifies oradvances expenses to a director under this Article in connection with an Action or Derivative Action, thecorporation shall give written notice ofthe indemnification or advance to the shareholders with or beforethe notice ofthe next shareholders' meeting. If the nexl shareholder action is taken rvithout a meeting atthe instigation ofthe board ofdirectors, such notice shall be given to the shareholders at or before thetime the first shareholder signs a writing consenting to such action.

Section 9. Other Indemnification. The indemnification provided by this Article shall not bedeemed exclusive of any other rights to which any Indemnified Party or other person may be entitledunder the articles of incorporation, any agreement, bylaw (including without limitation any other orfurther seclion or provision of this Article), vote ofthe shareholders or disinterested directors orotherwise, and any procedure provided for by any ofthe foregoing, both as to action in his officialcapacity and as to action in another capacity rvhile holding such office.

Section 10. Period of Indemnification. Any indemnification pursuant to this Arlicle shallcontinue as to any Indemnified Party lvho has ceased to be a director, officer, employee, or agent ofthecorporation or, at the request ofthe corporation rvas serving as and has since ceased to be a directorofficer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,including without limitation, any employee benefit plan ofthe corporation for which any such personserved as trustee, plan administrator or other fiduciary, and shall inure to the benefit ofthe heirs andpersonal representatives ofsuch Indemnified Party. The repeal or amendment of this Article or ofanysection or provision thereofwhich would have the effect of limiting, qualifoing or restricting any ofthepowers or rights of indemnification provided or permitted in this Article shall not, solely by reason ofsuch repeal or amendment, eliminate, restrict or otherwise affect the right or power ofthe corporation toindemnifo any person, or affect any right of indemnification ofsuch person, with respect to any acts oromissions which occurred prior to such repeal or amendment.

Section I l. Insurance. By action ofthe board ofdirectors, notwithstanding any interest ofthe directors in such action, the corporation may purchase and maintain insurance, in such amounts as theboard ofdirectors may deem appropriate, on behalfofany lndemnified Party against any liability assertedagainst him and incurred by him in his capacity or arising out of his status as an Indemnified Party,whether or not the corporation would have tlre power to indemnifr him against such liability underapplicable provisions of law.

Section 12. Rieht to Impose Conditions to Indemnification. The corporation shall have theright to impose, as conditions lo any indemnification provided or permitted in this Article, suchreasonable requirements and conditions as to the board of directors or shareholders may appearappropriate in each specific case and circumstances, including but not limited to, any one or more ofthelollowing (A) that any counsel representing the Indemnified Party in connection rvith the defense orsettlement ofany Action shall be counsel mutually agreeable to the lndemnified Party and to thecorporation; (B) that the corporation shall have the right, at its option, to assume and conlrol the defenseor settlement of any claim or proceeding made, initiated or threatened against the Indemnified Party; and(C) that the corporation shall be subrogated, to the extent ofany payments made by way ofindemnification, to all ofthe Indemnified Party's right to recovery, and that the Indemnified Party shallexecute all writings and do everything necessary to assure such rights ofsubrogation to the corporation.

ARTICLE VIII.

Miscellaneous

Section Lincorporation or by thperson entitled to saidmeeting in person or (

Waivers of Notice. Whenever notice is required byese bylaws, a rvaiver thereof in lvriting signed by the dnotice, whether before or after the time stated therein,in the case ofa shareholders' meeting) by proxy, shall

Iaw, by the anicles ofirector, shareholder or otheror his appearance at suchbe equivalent to such notice.

Section 2. Votins of Securities bv the Comoration. Unless otherwise provided byresolution ofthe board of directors, on behalfofthe corporation the president or any vice president shall

t2

attend in person or by substitute appointed by hinr, or shall execute writlen instrumenls appointing a

proxy or proxies to represent the corporation at all meetings ofthe shareholders ofany other corporation,association or other entity in which the corporation holds any stock or other securities, and may executervritten waiver ofnotice with respect to any such meetings. At all such meetings and othenvise, thepresident or any vice president, in person or by substitute or proxy as aforesaid, may vote the stock orother securities so held by the corporation and may execute wriften consents and any other instrumentswith respect to such stock or securities and may exercise any and all rights and powers incident to theorvnership ofsaid stock or securities, subject however, to the instruclions, ifany. ofthe board ofdirectors.

Section 3. Emerqency Bvlaws. The board ofdirectors may adopt bylaws to be effectivein the event a quorum ofdirectors cannot be obtained because ofsome catastrophic event.

Section 4. Amendments. Subject to repeal or change by action ofthe shareholders, thepower to alter, amend or repeal these bylaws and adopt nerv bylaws shall be vested in the board ofdirectors.

Section 5. Construction. For purposes of interprelation, the masculine gender shall bedeemed to include the feminine and neuter genders and the singular the plural and vice versa.

Date: January 29,2019Bir u y, Director and President

Date: January 29,2019Adiamse ed Tadal, Director, VicePresident and Secretary

l3

ORGANIZATIONAL CONSf, NT

OF INCORPORATOR

OF

Two Guys From DC Inc.

Pursuant to Section 7-102-105(a) of the Colorado Business Corporation Act (C.R.S.), the

undersigned, being a natural person over l8 years ofage and the incorporator ofrrvo Guys From DC

Inc., a Colorado corporation (the "corporation"). hereby adopts the following resolution rvithout a

meeting:

RESOLVED, that the following persons are hereby elected as directors oftheCorporation, to serve until his or her successor is duly elected and has qualified:

Birhanu AbayAdiamseged Tagal

EXECUTED this 29th day ofJanuary,70t9.

B Abay

ORGANIZATIONAL CONSENT

OF DIRECTORS OF

Trvo Guvs From DC Inc.

Pursuant to Section 7-108-202 ofthe Colorado Business Corporation Act (C.R.S.), the under-

signed, being the directors ofTwo Guys From DC Inc. a Colorado corporation (the "Corporation,'),

hereby consent to, vote in favor ofand adopt the following resolutions without a meeting:

II.

RESOLVED, that the bylaws attached lo this consent ofdirectors be and they hereby are adoptedas the bylaws ofthe Corporation, and that a copy ofsuch bylaws be placed in the Corporation's minutebook.

III

RESOLVED, that the specimen stock certificate attached hereto be and it hereby is adopted as theform ofstock certificate ofthe Colporation.

IV

RESOLVED, that the persons named below are elected to the offices set forth opposite his/hername, to serve until their successors are duly elected and shall qualif,:

WHEREAS, the individuals named below have rendered services to the Corporation and the Cor-poration desires to issue shares of its stock as consideration for such services; and,

WHEREAS, the undersigned directors have determined that the services performed are adequateconsideration for such shares;

RESOLVED, that in consideration of services performed for the Corporation, the Corporationshall issue shares of its stock to the individuals named below as follows:

Birhanu AbayAdiamseged Tadal

PresidentVice President and Secretary

Number of SharesII

NameBirhanu AbayAdiamseged Tadal

RESOLVED, that the certificate of incorporation ofthe Corporation issued by the Colorado Sec-retary of State be placed in the minute book, together rvith the articles of incorporation attached thereto.

VI.

RESOLVED, that the Corporalion elects to have its income taxed to its shareholders in accor-dance with the provisions ofSubchapter S ofthe Intemal Revenue Code; and,

FURTHER RESOLVED, that the Pr€sident ofthe Corporation be and hereby is authorized anddirected on its behalfto make the election to have the Corporation's income taxed to its shareholders inaccordance wilh the provisions ofSubchapter S ofthe lntemal Revenue Code, and to execute and deliversuch other instruments and documents and to perform such other acts as he may consider necessary oradvisable in order to make such election.

VII.

RESOLVED, that the Corporation shall purchase the business presently known as Labates Liq-uors located at 7570 Broadway, Denver, CO 80221 (the "Business") and shall enterinto a lease for theBusiness premises.

VIII.

RESOLVED, that the Corporation may borrow from Birhanu Abay, Adiamseged Tadal andHanmi Bank such amounts necessary to purchase and operate the Business from time to time to carry outthe purposes of the Corporation on terms which are prudent and reasonable under the circumstances.

IX

RESOLVED, that the Corporation shall make application for all licenses and permits necessary roestablish and operate the Business, including making application to the County ofAdams and State ofColorado for a transfer ofthe existing Retail Liquor Store License.

x

RESOLVED, that the President orVice President ofthe Corporation is hereby authorized and di-rected to execute and deliver all documents necessary or appropriate to affect the intents and purposes ofthe foregoing resolutions.

EXECUTED this 29th day ofJanuary,20l9

Birhanu

Adiamsege adal

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SBA U.S. Small Birsiness Administration

Norc

I.PROI}IISE TO PAY:In returu for the Loan- Borrorver promises to pay to the order of Lelder rhe amount of Four Hundred Thirty Thouslnd ar]d 001100Dollars , inlerest on the unpaid prirrcipal balance. and all other amounls required by tllis Note.

2.DEFINITIONS:"Collateral" means any propeqv taken as securit) for payment of tiis Nore or any guaEntee ofthis Ncte."Guaranto." nreaos each person or entity that siens a guaranree oCpayment of this Note."Loan" means the loan evidenced bj, thjs Nore.

"Loan Documents" meaas the documenrs related to this loan signed by Bono,,{er, anv Guarantor, or aolone lvho pledges collateral."SBA" means the Small Business .Ldmin istrilrion. an Agenc)" ofthe U.ited States ofAmerica.3.PAYNI EN'I' TERMS:

Borrolver nrust make all payments at the place Lender designates. The payment terms for th is Note are:

Thc intercst rate on this Note will fluctuntc. The ioitial ilterest raac is 7.50o/o pcr ycar, This ioitinl rate is the Prime Rat. in

unless changed in accordrDce soP 50 10.

Thc iDtercst rate xdjustment p€riod mny ooly be chrnged ill accordance ryith SOP 50 10.

\lr-{ Fonn irr r6O]{.'t VcEon r I

U 3- soall hrj!... Id0ari!t-i6.D

?.\VHEN FEDERAL LA1V APPLIES: When SB,{ is th€ holder. this Note will be interprered and enforced under federal la}v.including SB-A. regulations- Leoder or SBA may use state or local procedures for filing papers- recording documerrs. giving norice,foreclosing liens. and otier purposes- By using sLlch proc€durcs. SBA does not waivc any federal immunity liom state or local conftol.penahy, ta\. or liabiliry. As to lhis Note. Borrower may not claim or ass€rt against SBA any local or state la1r to deay any obligatiol.defeat any ciaim ofSBA, or preenrpt federsl law.

S.SUCCESSORS Ai\iD ASSIGNS: Under this Note. Borrower and Opemting Compary irclude the successors of€ach. atrd Lenderincludes its successors and assigns.

9.GENER{.L PROVISIONS:A- All individuals andcntiries signing this Note arejoiotly and severally liable-B- Borrower lvaives all sureqship defenses.

C' Borower must sign all documents necessar! aI any time to comply with thc Loan Docu,rents and to enable Lender to acqrrire.perfect, or maintain Lende/s liens on Collatcral.D' Lender may exercise any of is righs separately or together, as ntany rimes and in any order it choosss. Lender may delay orlorgo enforcing any ofits righls wirhout giving up any ofthem.E. Borrower mav not use an oral slaterBent ofLender or SBA to conFadict or altar the written terms ofthis Note.F. lfany partofthisNote is unenforceable, Bll other pans remnin in efFect,

C- To the e$elt allorved by larv, Borrower rvaives all demands and nolices in connection rvith this Note. including presentment-dematrd. p.otest. and notice ofdishonor. Boro,,,er also waives aoy defenses based upon ady claim that Lender did nor obnin anyguarantee: did not obtain. perfect. or mainrain a lien upon Collateral: impaired Collateral: or did not obtain the foir nd.ket value olCollateral [t a sale.

IO.STATE.SPECIFIC PROI,-ISIONS:NONE

lr. BoRRo\lER,s tfAluE(s).{ND StcNATURE(S):By signitlg t elorv, each individurl or eotity tleromes obligated under this Not. .s Borroiyer

BORROWER:

T1YO GI.IYS FROI\I DC INC., A COLOR4.DO CORPORATION

BrBIRHAN GETACHE\! ABAI, Presidcot of A DI-{]\IS ED EQOtTR TADIL, Secretery ofT}VO CUYS FRO}I DC I:{C., .{ COLORADOCORPOR,!TION

T'vl'O G FROIT DC INC., A COLORADOCORPOL{TtON

sa,\ Fom tr7 ot,[LD]] lier r I

(Buyer), the receipt of which is hereby ackno$ ledged. has bargained anc so:'j- ,:': :!\3: :':t:i g:-lEL

ionvey, anO delivir to Buyer, their hein, personal representatires. succe5sors ar'ri 3-is:+s. :l:. :r:leulEgproperry, goods, and chanels:

A. All fumiture, fixtures, equipment, tenant improvements, tenant fixures,Bngible and intangible

personal properly, telephone and facsimile numbers, goodwitl, signs. inventory, stock in Eade, supplies,

promotional materials, contracts and equipment leases accepted by Buyer, websites and their contens and all

iomain names, unexpired warranties and equipment manuals, and rade name ofthe Business now known as

"Labares LiquoIs" Iocated at 7570 Broadway, Denver, CO 80221 ;

B. Including, but not limited ro, all items described in the equipment lisl anached hereto and made a

part hereof.

ExCLUDED ITEMS: All items belonging to Buyer; utility deposirs.

Setler warrants and represents to Buyer that Seller is the lawful owner ofall ofthe above assets and

that they are free and clear ofall liens, encumbmnces, claims, debts, or liabilities; that Seller has the ritht tosell sucl assets to Buyer and agrees to wARRANT AND DEFEND the sale of said property against all and

every pcrson o, p"..o* whomever and to hold Buyer harmless from and against any such claims and the

costs incuned in defending such claims.

By its scceptance of this Bitl of Sale, Buyer acknowledges and sgrees that the above Propeitvis being transferred in its "as is' condition without wrrratrties of fitness, conditlo[ or merchsntrbilityby Seller. Seller does not warrant the cotrtinued income or profitability ofthe Business.

When used herein, the singular shall include the plural, rhe plural the singular and the us€ of 2n)

gender shall be applicablo to all genders.

IN WITNESS WHEREoF, Seller has executed this Bill of Sale this 206 day of August, 2019.

BILL OF S.{LE

KNOW ALI- BY TIIESE PRESENTS, ltar Syouzt PrcPfires L!C.of dre Corng of .{&5uState ofColorado.

(Seller), for and in consideration of the sum of TEN DOLL.{RS -{\D OTHER (trrlD \\D \ {LL -llxlCONSIDERATION, by Two Guys From DC Inc..

STATE OF COLORADO

COI.JNTY OF ADAMSPro res,

BySyoum, Member

The foregoing instrument was acknowledged before me this 20b day of August 2019, by Alem

ss.)))

L.frASTl0lEA

NOTARYHOELTGEN(NPUBLIC

STATE OF coLO RAOOINOIARY 1o 9954@1 245

MY c0trtMtss oN EXPIRES FEBRUARY 2@o

Notary Public

Syoum

Syoum as Managing Mcmber ofSyoum Properties, LLC.Witness my hand and ofticial seal.

My commission expires: 02'09'2023, V \&.

AGREEMENT TO AMENDIEXTEND CONTRACT

RE: Agreement for Sale and Purchase ofBusiness Assets dated April 8,2019 between Syoum

Propeiies, LLC as Seller and Two Guys From DC Inc. as Buyer relating to the business known

as Labates Liquors located at 7570 Broadway, Denver' CO 80221 (the "Contract")'

BUYER:Two Guys From DC lnc.

By: Date: August 9, 2019

Adiamse Tadal, Vice President

By: Date: August 9, 2019

B1r uA , President

SELLER:Syoum s LLC

By: Date: August 9,2019Alem Syoum, Member

I

8t11t2019SUBJECT: Two Guys From DC Inc.

Brandan,

The 2 principals had their fingerprints taken by CABS procedure some 4-5 months

ago, at least.

Did you receive?

Let me know. Thanks and best regards!

Kris Hoeltgenkrishoeltgen@yahoo.com303-202-5075

ADAMS COI]NTY---_<GIEEIGE'-

Adams County Commissioners' Office450 S..l'n Avenue- Brighron- CO 80601 pHoNE 303.654.6100 F-Ar 30i-659.0577

AppLtcATIoN FoR TENtpoRARy PERiI TRET,UL Lteuon oR FERITENTED MALT BEvER\cE

The follorving conditions must be met in order lbr a Temporary Permit to be processed:

The premises must b€ currently licensed by the State and Local Licensing Authorities. Such licensemust be valid at the time the Application for Transfer of Ou,nership is filed.

The Application for a Temporary Permir nusr be filed rvithin 30 days olfiling for Transfer ofOwnership.

The applicant must file all information/documentation required with respect to the transfer of o,rvnershipas required by Stare and Local Licensing Aurhorities.

The $100 iee for the Temporary Permir must be submirred along wirh the application.

Type of License:

Name of Applicant:

Trade Name:

Address of Premises:

Phone Number:

Sales Tax #:

Current Licensee:

Current Trade Name:

TV,o Gu Frcrn DC Inc

Labates Liquor

303-4 744

Svotrn PrDpert ies [J-C

Applicant Signature D alc

,.'rl

Approved by the CouniyAttornev's rce l)atcLo A o 6-tc(

?570 Rraqrturqy, Denver, Cn 8O221

-__M7W__

G;--9a2=-

TEMPORARY LICENSE NO. AC2O19.O3

UNDER COLORADO LIQUOR CODE

c.Rs. 12-47-304

THIS TEMPORARY LICENSE ALLOWS TWO GUYS rROM DC INC. dba LABATES LIQUOR TO

CONTINUE OPERATION OF THE LICENSED PREMISES LOCATED AT:

617570 BROADWAYDENVER, CO 8022I

CLASS OF LICENSE:STATE SALES TAX #:

RETAIL LIOUOR STORE42275990

UNDER THE SAME TERMS AND CONDITIONS AS PROVIDED N THE EXISTING LICENSE.

Temporary Licensee has provided to Adams County:

l. Application for ransfer ofownership ofan existing tiquor establishment, including appropriate fees.

2. A fee in the amount of$100.00 for the Temporary License.

3. All documentation necessary to process the application for a transfer ofownership [C.R.S' l2-47-303(5)].

THIS TEMPORARY LICENSE CANNOT BE REI{EWED.

This Temporary License is valid for 120 days commencing on the 20ffi day of AUGUST 2019, or until

application for the transfer ofthe license at the location is approved and the license is issued or until the

application is denied, whichever first occurs. Ifthe application for transfer has not been granted within said 120

days, then this temporary license may be extended for a period not to exceed 60 days, at the discretion ofthe

county.

ISSUANCE OF THIS TEMPORARY LICENSE DOES NOT BIND THE ADAMS COUNTY LIQUOR

LICENSING AUTHORITY TO APPROVAL OF THf, TRANSTER APPLICATION.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Adams County, at Brighton,

colorado, this 20rH day of AUGUST 2019. Temporary Permit EXPIIES the l7m day of DECEMBER 2019.

<>Adams County Liquor and Marijuana

Licensing Administrator

700 Kipling Street Suite 1000, Lakewood, CO 80215 cdpsweb.state.co.us

Jared Polis, Governor | Stan Hilkey, Executive Director

Biometric Identification and Records Unit 690 Kipling Street, Suite 4000

Lakewood, CO 80215

303-239-4208

DATE 10/25/2019

ADAMS COUNTY COMMUNITY & ECONOMIC DEVELOPMENT4430 S ADAMS CTY PKWY 1ST FLRBRIGHTON, CO 80601

arrest has been located based on above name and date of birth or througha search of our fingerprint files. The Colorado Bureau of Investigation's database contains detailed information of arrestrecords based upon fingerprints provided by Colorado law enforcement agencies. Arrests whichare not supported by fingerprints will not be included in this database. On occasion theColorado criminal history will contain disposition information provided by the ColoradoJudicial system. Additionally, warrant information, sealed records, and juvenile records arenot available to the public. Since a record may be established after the time a report was requested, the data is onlyvalid as of the date issued. Therefore, if there is a subsequent need for the record, it isrecommended another check be made. Falsifying or altering this document with the intent to misrepresent the contents of therecord is prohibited by law and may be punishable as a felony when done with intent to injureor defraud any person. Sincerely,John Camper, DirectorColorado Bureau of Investigation

Page 1 of 1

CIVIL APPLICANT RESPONSE

ICN E2019298000000105334 CIDN OCA CONCJ5232ABAY,BIRHANU GETACHEW SR MNU LORADO B OF I DENVER CO 2019/10/25 A SEARCH OF THE FINGERPRINTS ON THE ABOVEINDIVIDUAL HAS REVEALED NO PRIOR ARRESTDATA. CJIS DIVISION2019/10/25 FEDERAL BUREAU OF INVESTIGATION

COCBI0000 CO BUREAU OF INVEST COLORADO CRIME INFO CTR STE 3000 690 KIPLING ST DENVER,CO 80215-8001

Page 1 of 1

700 Kipling Street Suite 1000, Lakewood, CO 80215 cdpsweb.state.co.us

Jared Polis, Governor | Stan Hilkey, Executive Director

Biometric Identification and Records Unit 690 Kipling Street, Suite 4000

Lakewood, CO 80215

303-239-4208

DATE 10/24/2019

ADAMS COUNTY COMMUNITY & ECONOMIC DEVELOPMENT4430 S ADAMS CTY PKWY 1ST FLRBRIGHTON, CO 80601

RE:

No Colorado record of arrest has been located based on above name and date of birth or througha search of our fingerprint files. The Colorado Bureau of Investigation's database contains detailed information of arrestrecords based upon fingerprints provided by Colorado law enforcement agencies. Arrests whichare not supported by fingerprints will not be included in this database. On occasion theColorado criminal history will contain disposition information provided by the ColoradoJudicial system. Additionally, warrant information, sealed records, and juvenile records arenot available to the public. Since a record may be established after the time a report was requested, the data is onlyvalid as of the date issued. Therefore, if there is a subsequent need for the record, it isrecommended another check be made. Falsifying or altering this document with the intent to misrepresent the contents of therecord is prohibited by law and may be punishable as a felony when done with intent to injureor defraud any person. Sincerely,John Camper, DirectorColorado Bureau of Investigation

Page 1 of 1

UNITED STATES DEPARTMENT OF JUSTICE FEDERAL BUREAU OF INVESTIGATION CRIMINAL JUSTICE INFORMATION SERVICES DIVISION CLARKSBURG, WV 26306

COCBI0000

IS FURNISHED FOROFFICIAL USE ONLY.THE TENPRINT BIOGRAPHICS AS SUBMITTED IN THE ORIGINAL TRANSACTION ARE:

COVER SHEET

UNITED STATES DEPARTMENT OF JUSTICE FEDERAL BUREAU OF INVESTIGATION CRIMINAL JUSTICE INFORMATION SERVICES DIVISION CLARKSBURG, WV 26306

Page 1 of 3

COCBI0000

A NEW COPYSHOULD BE REQUESTED WHEN NEEDED FOR SUBSEQUENT USE.

THIS RECORD IS SUBJECT TO THE FOLLOWING USE AND DISSEMINATION RESTRICTIONS UNDER PROVISIONS SET FORTH IN TITLE 28, CODE OF FEDERALREGULATIONS (CFR), SECTION 50.12, BOTH GOVERNMENTAL AND NONGOVERNMENTALENTITIES AUTHORIZED TO SUBMIT FINGERPRINTS AND RECEIVE FBI IDENTIFICATIONRECORDS MUST NOTIFY THE INDIVIDUALS FINGERPRINTED THAT THE FINGERPRINTSWILL BE USED TO CHECK THE CRIMINAL HISTORY RECORDS OF THE FBI.IDENTIFICATION RECORDS OBTAINED FROM THE FBI MAY BE USED SOLELY FORTHE PURPOSE REQUESTED AND MAY NOT BE DISSEMINATED OUTSIDE THE RECEIVINGDEPARTMENT, RELATED AGENCY OR OTHER AUTHORIZED ENTITY. IF THE INFORMATIONON THE RECORD IS USED TO DISQUALIFY AN APPLICANT, THE OFFICIAL MAKING THEDETERMINATION OF SUITABILITY FOR LICENSING OR EMPLOYMENT SHALL PROVIDE THEAPPLICANT THE OPPORTUNITY TO COMPLETE, OR CHALLENGE THE ACCURACY OF, THEINFORMATION CONTAINED IN THE FBI IDENTIFICATION RECORD. THE DECIDINGOFFICIAL SHOULD NOT DENY THE LICENSE OR EMPLOYMENT BASED ON THEINFORMATION IN THE RECORD UNTIL THE APPLICANT HAS BEEN AFFORDED AREASONABLE TIME TO CORRECT OR COMPLETE THE INFORMATION, OR HAS DECLINED TODO SO. AN INDIVIDUAL SHOULD BE PRESUMED NOT GUILTY OF ANY CHARGE/ARRESTFOR WHICH THERE IS NO FINAL DISPOSITION STATED ON THE RECORD OR OTHERWISEDETERMINED. IF THE APPLICANT WISHES TO CORRECT THE RECORD AS IT APPEARSIN THE FBI'S CJIS DIVISION RECORDS SYSTEM, THE APPLICANT SHOULDBE ADVISED THAT THE PROCEDURES TO CHANGE, CORRECT OR UPDATE THE RECORD ARESET FORTH IN TITLE 28, CFR, SECTION 16.34. - FBI IDENTIFICATION RECORD -

WHEN EXPLANATION OF A CHARGE OR DISPOSITION IS NEEDED, COMMUNICATEDIRECTLY WITH THE AGENCY THAT FURNISHED THE DATA TO THE FBI.

END OF PART 1 - PART 2 TO FOLLOW

UNITED STATES DEPARTMENT OF JUSTICE FEDERAL BUREAU OF INVESTIGATION CRIMINAL JUSTICE INFORMATION SERVICES DIVISION CLARKSBURG, WV 26306

Page 2 of 3

BIRTH PLACE

LS LS LS UNITED STATES

ETHIOPIA

1-ARRESTED OR RECEIVED 2010/08/26 AGENCY-CBP-OBP STATION MCALLEN (TXCBP6700) AGENCY CASE-200940523

FINGERPRINT INFORMATION BSI/2000137915366 PRINT DATE/2010/08/26

CHARGE 1-ALIEN INADMISSIBILITY UNDER SECTION 212

COURT- () DISPOSITION-OTHER CHARGE-DSPE/ALIEN INADMISSIBILITY UNDER SECTION 212 DSPE/EXPEDITED REMOVAL WITH CREDIBLE FEAR

RECORD UPDATED 2019/10/24

ALL ENTRIES CONTAINED IN THIS FBI RECORD ARE BASED ONFINGERPRINT COMPARISONS AND PERTAIN TO THE SAME INDIVIDUAL.

THE USE OF THIS RECORD IS REGULATED BY LAW. IT IS PROVIDED FOR OFFICIALUSE ONLY AND MAY BE USED ONLY FOR THE PURPOSE REQUESTED.

Page 3 of 3

Commuuit!. & EconomicDcvalopmcDt DrporlmcltOna-Stop Cu3tomcr Ccntcr

www.edcogov.olg

CASENUMBE

ADDRESS: _I

co

ADAil,IS

,143o South Adams County Parkwaylst Roor, Suitc W20008

BrEbton, CO 80601-8218

rrore 720.523.6800F^x 720.52r.6067

SUBMITTAL DATE: RECETVED AUC{0?019

RECEIVED BY: \.,'vl.-Nef(5H l

s; L\EQO\\- aoa\4..DB

MPANY NAME: L<-bU-K:, LI

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CK. #: \5a

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DEproF REVENUE: Sarra, EDDATE FEES RECEIVED: RECEIVED AUC 2OM$

ADAMS COUNTY FEES

DATE FEES RECEIVED:

A.C. DANCE HALL FEES:

DATE FEES RECEIVED:

NOTES:

'E$\ar-l.5D 6K.s. 15?RECEIVED AUG 2 O ,nrq

CK. #:

HEARING DATE:

BoAio oF couNrY coia rssronEiS

Eva l. Henry Charles 'Chaz" TedescoDrsrsrcr 2

Emma PinterDrslRrcr 3

Steve O'DorisioDrsr8rcr 4olsrnrcr I

LTQUOR LICENSE APPLICATION - ACCEPTANCE FORM

coLoRAoo

Mery HodgeorsrRrcr 5