1. Agreement: i. License: This Agreement is not a lease, nor does it convey any interest in real property. This Agreement is a revocable license. Licensor retains legal possession and control of the Suites. This Agreement is subject to and subordinate to any underlying lease or contract between Licensor and building owner with respect to the Suites or building in which the Suites are located (“Building”). ii. Use of Designated Space. The designated area shall be used and occupied for the conduct of the Licensee’s business, and for no other purpose whatsoever, and shall be used solely by the Licensee or its employees. If Licensee is not one individual, the person(s) permitted to use the space shall be subject to all of the terms and obligations set forth in this Agreement. Licensee, its employees, agents, and invitees shall comply with all present and future laws, ordinances, regulations and orders of all agencies and branches of the Federal, State and Local governments having authority, and any other public authority having jurisdiction over the Suites as well as all rules and regulations of Licensor. Licensee shall obtain and provide Licensor with copies of all appropriate occupational licenses for Licensee’s business. Licensee, its employees, agents and invitees shall conduct business in such a manner as to be compatible with other clients of Licensor, and shall also conduct its business in such a way as to not interfere with or disrupt other clients of Licensor or with the function and work of Licensor employees. Licensee or Licensee’s employees, agents, and invitees shall not make excessive noise or create odors that are offensive to any other user of the Suites or the Building. iii. Support Services: Licensor shall make available to Licensee certain services, which are more particularly described on the Support Services Price List attached hereto as Exhibit “B” and made a part hereof (the “Support Services”). In the event that Licensee utilizes any of the Support Services, a service fee therefore shall be invoiced to Licensee on or before the first day of the next month, along with Licensee’s License Fee (as hereinafter defined) for that month. iv. Revision to Support Services: Licensor reserves the right, from time to time, and at its sole and absolute discretion, to add or replace any of the Support Services, and to modify the service fee schedule for Support Services accordingly. All additions, deletions or service fee modification, unless of an emergency nature, shall be effective thirty (30) days from written notice of the changes by Licensor to Licensee. v. License Fee: Licensee shall pay to Licensor, an amount set forth in attached Exhibit “A”, in advance of the first day of use. Additional fees will be due 7 days after use of space or on continued use, on the 1st of each month. Vi. Term of the lease will be confirmed prior to the date(s) of use. vii. License May Be Revoked. Notwithstanding anything to the contrary herein, this Agreement shall be revocable by Licensor at any time during the term of this Agreement, provided that the Licensor delivers to Licensee thirty (30) days’ (the “Revocation Period”) written notice of such election (the “Revocation Notice”). The Revocation Notice shall state the date of termination (which date shall not be before expiration of the Revocation Period (the “Revocation Date”)) and shall be sent in accordance with Section 1.xi. The right to revoke this Agreement is not subject to or contingent on whether Licensee is in default under the terms of this Agreement. viii. Immediate Termination of Agreement: Licensor may terminate this Agreement effective immediately at any time during the term of this Agreement by providing notice to Licensee if: (a) Licensee becomes insolvent or becomes unable to pay its debts, (b) Licensee fails to pay the entire balance of Licensee’s monthly invoice within five (5) days of the due date, or (c) Licensee is in breach of its obligations under this Agreement which cannot be cured or which Licensor has given Licensee notice to cure and which Licensee has failed to cure within fourteen (14) days of such notice, or (d) Licensee’s conduct, or that of Licensee’s employees, agents or invitees is incompatible with general office use. If Licensor terminates this Agreement for any of the above mentioned reasons and there remains outstanding obligations, Licensee remains responsible for any additional services used and the standard Package License Fee for the remainder of the existing term. Licensee indemnifies Licensor against all loss, cost, liability and expense Licensor incurs as a result of Licensee’s default under the terms of this Agreement, including actual and reasonable attorneys’ fees and court costs. x. Non-Solicitation of Employees: Licensee agrees that during the term of this Agreement and for a 12 month period immediately thereafter, Licensee and Licensee’s affiliates will not solicit or offer employment to any person employed by Licensor. In the event of a breach of this covenant, Licensee agrees that actual damages would be difficult to determine and therefore, agrees to pay Licensor liquidated damages in the amount equal to one year’s base salary Licensor paid the employee at the time of the employee’s departure from Licensor. Licensor shall also be entitled to injunctive relief in enforcing its rights set forth in this Section 1.x. xi. Notices: All formal notices, except for Licensee’s monthly invoices, by either party must be in writing and delivered to the addresses stated on the first page of this Agreement. Communications may be delivered and shall be deemed to have been given by the delivering party and received by the receiving party: (i) when delivered by hand; (ii) one-day after deposit with a nationally recognized overnight courier or delivery service if sent priority overnight delivery; (iii) on the date sent by electronic mail if sent during normal business hours of the recipient; or (iv) on the third day after the date mailed by certified or registered mail (in each case, return receipt requested and postage prepaid). The rejection or other refusal to accept or the inability to deliver because of a changed address of which no notice was given shall be deemed to be receipt of the communication sent. It is the Licensee’s responsibility to keep their address of record up to date with Licensor at all times during the term of this Agreement. Applicable Law; Waiver of Trial by Jury: This Agreement shall be construed and enforced under, and in accordance with, the internal laws of the State of Florida. Venue of any legal proceeding under this Agreement shall be in Martin County, Florida. BOTH PARTIES ACCEPT THE EXCLUSIVE JURISDICTION OF THE COURTS OF SUCH JURISDICTION. THE PARTIES WAIVE JURY TRIAL IN ANY LEGAL PROCEEDING. In any legal proceeding for possession, Licensee shall not plead any counterclaim. xiii. Compliance with Rules: Licensee must comply with any rules and regulations which Licensor imposes generally or from time to time on users of the Suites whether for reasons of health and safety, fire precautions or otherwise. xiv. Assignment Prohibited: This Agreement and the rights, duties, obligations, and privileges hereunder shall not be assigned by Licensee. Any change in the ownership interest in Licensee shall constitute a prohibited assignment for purposes of this License Agreement. xv. Limitation of Liability: Licensee acknowledges that neither Licensor, the landlord with respect to the Suites (“Landlord”) nor any of Licensor's or Landlord's respective officers, directors, employees, shareholders, partners, members or agents (collectively, the "Parties") shall be responsible for damages, direct or indirect, that may result from Licensor’s failure for any reason, including without limitation, on account of force majeure, to furnish any service, including without limitation, occupancy of the Designated Suite. Licensee’s sole recourse for any failure to provide the Designated Suite for occupancy, failure to render any service or any delay or interruption of any service is limited to an adjustment to Licensee’s bill in an amount equal to the charge for such service for the period during which the failure, delay or interruption continues, except that there shall be no such adjustment if Licensee is then in default hereunder. WITH THE SOLE EXCEPTION OF THE REMEDY DESCRIBED ABOVE, LICENSEE EXPRESSLY WAIVES ANY CLAIM FOR DAMAGES, DIRECT OR CONSEQUENTIAL, SPECIAL OR PUNITIVE, ARISING OUT OF ANY FAILURE TO PROVIDE THE DESIGNATED SUITE FOR OCCUPANCY, FAILURE TO FURNISH ANY SERVICE OR ANY DELAY OR INTERRUPTION OF SERVICES. Licensor and Licensee agree that none of their respective directors, officers, employees, shareholders, or any of their respective agents shall have any personal obligation hereunder, and that Licensor and Licensee shall not to assert any claim or enforce any of their rights hereunder against any of such parties. 2. Fees: i. Taxes and Duty Charges: Licensee agrees to pay promptly (i) all sales, use, excise and any other taxes and license fees which Licensee is required to pay to any governmental authority (and, at Licensor’s request, will provide to Licensor evidence of such payment) and (ii) any taxes paid by Licensor to any governmental authority that are attributable to the accommodation, including, without limitation, any gross receipts, occupancy taxes, or tangible personal property taxes. ii. A cleaning fee may be required for certain functions/meetings/events. The cleaning fee may or may not be required prior to rental of the space. If after the use, cleaning is required, Licensor will charge Licensee additional charges. This can include fixing damages to bring the space back to original status. iii. Late payment: If Licensee does not pay fees owed to Licensor when due, a late fee of equal to five percent (5%) of the License Fee, or twenty-five dollars ($25.00) whichever is greater, will be charged on all overdue balances after five (5) business days following the date payment was owed. Licensor reserves the right to withhold services (including for the avoidance of doubt, denying Licensee access to the Suites) while there are any outstanding fees and interest or Licensee is in breach of this Agreement. iv. Credit Reporting: Licensee understands that Licensor has the right to report, and will report, any deficient payments of License Fees to the appropriate credit reporting service. 3. Miscellaneous i. Severability: If any provision of this Agreement shall be deemed to be invalid, it shall be considered deleted therefrom and shall not invalidate the remaining provisions of this Agreement. ii. Captions and Headings: The captions and headings in this Agreement have been inserted herein only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of, or otherwise affect, the provisions of this Agreement. iii. Not a Lease: This Agreement is a License to use real property and Licensee acknowledges and agrees this Agreement is not a lease of real property. Licensee acknowledges and agrees that the provisions of the Florida Landlord and Tenant Act, Chapter 83, Florida Statutes, as the same now exists or may be amended, from time to time, do not apply to this Agreement or the relationship between Licensee and Licensor. iv. Waiver: No release, discharge or waiver of any provision hereof shall be enforceable against or binding upon Licensor or Licensee unless in writing and executed by Licensor or Licensee, as the case may be. Neither the failure of Licensor or Licensee to insist upon a strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of License Fees or Support Services fees by Licensor with knowledge of a breach of this Agreement by Licensee in the performance of its obligations hereunder, shall be deemed a waiver of any rights or remedies that Licensor or Licensee may have or a waiver of any subsequent breach or default in any of such terms, provisions, covenants, agreements and conditions. v. Radon Disclosure Notice: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from the county public health unit for the county in which the Suites is located. vi. Entire Agreement: The parties hereto agree that this Agreement represents the entire agreement between the parties hereto and that there are no collateral agreements or understandings. Licensee agrees that it is not relying on any representations or agreements other than those contained in this Agreement. It is further understood and agreed that no modifications, releases, discharges or waivers of any provisions hereof shall be of any force, value or effect unless in writing, signed by Licensor or its duly authorized agent. Both parties agree to comply with those terms and the obligations as set out therein. vii. Indemnity: To the fullest extent permitted by law, Licensee indemnifies and agrees to hold the Licensor harmless from and against any and all loss, cost, liability and expense, including attorneys' fees and disbursements, arising from or alleged to arise from (a) any default by Licensee hereunder, (b) the use or occupancy of the Suites or Designated Suite by Licensee, its directors, officers, employees, agents, and invitees or any person claiming under Licensee, (c) any act or omission of Licensee or Licensee’s agents, employees, contractors or invitees or (d) any injury or death to any person or damage to property by Licensee or Licensee’s officers, directors agents, employees, contractors or invitees occurring during the term of this Agreement whether in the Suites or Designated Suite, except to the extent such injury, death or property damage results solely from Licensor’s gross negligence or intentional misconduct, and indemnification is prohibited by law. The aforementioned indemnity and hold harmless shall apply whether the claim is between the Licensor and Licensee or a third party. Licensee agrees to pay Licensor, within ten (10) days following demand therefore, all losses, costs, liabilities and expenses referred to in this Subsection. viii. OFAC Compliance: Licensee makes the following representations and warranties based upon OFAC compliance concerns: Neither a Sanctioned Person, as hereinafter defined, nor Sanctioned Entity, as hereunder defined, will benefit directly or indirectly through this Agreement or use of the Designated Suite or any other transaction contemplated herein. Licensee is neither directly nor indirectly controlled by a Sanctioned Entity or Sanctioned Person. Neither Licensee, nor any subsidiary of Licensee, nor any affiliate of the Licensee: (a) is a Sanctioned Person, (b) has more than an insubstantial portion of its assets located in Sanctioned Entities, or (c) derives more than an insubstantial portion of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. As used herein: (i) “OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury. (ii) “Sanctioned Entity” means: I. An agency of the government of, II. An organization directly or indirectly controlled by, III. A person resident in a country that is subject to a country sanctions program administered and enforced by OFAC described or referenced at OFAC’s website (which website can be found online at http://www.ustreas.gov/offices/enforcement/ofac/) or as otherwise published from time to time. (iii) “Sanctioned Person” means a person named on the list of Specially Designated Nationals maintained by OFAC available at or through OFAC’s website (which website can be found online at http://www.ustreas.gov/offices/enforcement/ofac/) or as otherwise published from time to time. ix. Attorneys’ Fees: In the event that it shall become necessary for Licensor to employ the services of an attorney to enforce any of its rights under the Agreement or to collect any sums due to it under the Agreement or to remedy a breach of any covenant of the Agreement on the part of Licensee to be kept or performed, Licensee shall pay to Licensor such reasonable and actual fees and costs as shall be charged by Licensor’s attorney for such services, whether suit be filed or not. If Licensor and Licensee become involved in any litigation to enforce either party’s duties or obligations under this Agreement, the prevailing party shall be entitled to be reimbursed by the losing party for all reasonable costs and expenses incurred by the prevailing party, including, without limitation, reasonable attorneys’ fees, costs, and expenses. x. Licensor Assignment: Licensor may assign this Agreement and Licensee agrees to any such assignment. Upon any such assignment, Licensor will be discharged from all liability hereunder. xi. Confidentiality: Licensor and Licensee agree that without the consent of Licensor, Licensee will not, during the term of this Agreement or at any time thereafter, disclose any of the terms of this Agreement to anyone unless required by law or necessary to Licensee’s or Licensor’s designated accountant, consultant or attorney. This provision shall survive the termination hereof. xii. Joint and Several Liability: If Licensee is more than one person or party, all Licensee parties shall be liable jointly and severally for all obligations arising hereunder. xiii. Counterparts: This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original for all purposes, but all such counterparts shall together constitute but one and the same instrument. A signed copy of this Agreement delivered by email shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. xiv. Internet access requires agreement with the Internet Terms and Conditions. You agree that the owner and/or providor of this Internet access shall not be held liable monetarily if the performance of the network is disrupted by any unforeseen circumstance.