16
DATA SUMMARY OF LICENSE AGREEMENT 1. Licensor' s Name and Mailing Address(" Licensor"): COROC/ Myrtle Beach L. L. C. 3200 Northline Avenue, Suite 360 Greensboro, NC 27408 2. Licensee' s Name and Address(" Licensee"): Unit Agbaba 2380 Clandon Drive Myrtle Beach, SC 29579 Fax#: Email: umit agbaba(a), hotmail. com 3. Licensee' s Permitted Trade Name: Cell Max ( Section 1) 4. City and State Shopping Center Located ( the" Shopping Center"): Myrtle Beach, South Carolina( Section 1) 5. Unit Number( the" Premises"): B190( Section 1) 6. Square Footage: Approximately 874 square feet( Section 1) 7. Term: Approximately one( 1) year( Section 2) 8. Delivery Date: January 1, 2014( Section 5) 9. Fixturing Period: INTENTIONALLY DELETED( Section 2) 10. Opening Date: January 1, 2014( Section 10) 11. Expiration Date: December 31, 2014( Section 2) 12. Termination Clause: Licensor or Licensee may terminate this License by providing written notice to the other party, such termination to be effective at 12: 00 midnight on the thirtieth ( 30th) day after the date of such notice. In the event Licensee exercises its right of termination, Licensee agrees that Licensor shall be permitted to retain the full amount of the security deposit( as stated below) as an early termination penalty. ( Section 2) 13. Security Deposit( the" Security"): $ 500. 00( Section 4) 14. Monthly Licensing Fee: $ 1, 500.00 per month. ( Section 3) License Agreement Page I Cell Max( M1350I— Ste. 13190)/ S. Myrtle Beach, SC- v1. 0 x a y{ e.,,} F

Fixturing Period: INTENTIONALLY DELETED( Section 2)...Jan 30, 2014  · Tanger Properties Limited Partnership P.O. Box 414225 Boston, Massachusetts 02241-4225 Ifpayment sent by COURIER/OVERNIGHT

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  • DATA SUMMARY OF LICENSE AGREEMENT

    1. Licensor' s Name and Mailing Address(" Licensor"):

    COROC/Myrtle Beach L.L.C.

    3200 Northline Avenue, Suite 360Greensboro, NC 27408

    2. Licensee' s Name and Address(" Licensee"):

    Unit Agbaba

    2380 Clandon Drive

    Myrtle Beach, SC 29579

    Fax#:

    Email: umit agbaba(a),hotmail.com

    3. Licensee' s Permitted Trade Name: Cell Max ( Section 1)

    4. City and State Shopping Center Located ( the" Shopping Center"): Myrtle Beach,

    South Carolina( Section 1)

    5. Unit Number( the" Premises"): B190( Section 1)

    6. Square Footage: Approximately 874 square feet( Section 1)

    7. Term: Approximately one( 1) year( Section 2)

    8. Delivery Date: January 1, 2014( Section 5)

    9. Fixturing Period: INTENTIONALLY DELETED( Section 2)

    10. Opening Date: January 1, 2014( Section 10)

    11. Expiration Date: December 31, 2014( Section 2)

    12. Termination Clause: Licensor or Licensee may terminate this License by providingwritten notice to the other party, such termination to be effective at 12: 00 midnight on thethirtieth (

    30th) day after the date of such notice. In the event Licensee exercises its rightof termination, Licensee agrees that Licensor shall be permitted to retain the full amountof the security deposit( as stated below) as an early

    termination penalty. ( Section 2)

    13. Security Deposit( the" Security"): $ 500.00( Section 4)

    14. Monthly Licensing Fee: $ 1, 500.00 per month. (Section 3)

    License Agreement

    Page I Cell Max( M1350I— Ste. 13190)/ S.Myrtle Beach, SC- v1. 0 x

    a y{e.,,}

    F

  • 15. Percentage of Gross Sales Fee: Eight percent ( 8%) of all Gross Sales in excess of

    15, 000.00 per month ( the" Monthly Breakpoint") ( Non-Cumulative) (Section 3)

    16. Additional Fees: Licensee shall pay all charges for its own utilities ( including, but notlimited to, electricity, water, sewer and trash removal) for the Premises which may bebilled by Licensor or a third party provider in accordance with Section 11 and 12 hereofSection 3)

    17. Licensor' s Payment Address:

    If payment sent by UNITED STATES POSTAL SERVICE:Tanger Properties Limited PartnershipP.O. Box 414225

    Boston, Massachusetts 02241- 4225

    If payment sent by COURIER/ OVERNIGHT DELIVERY:Tanger Properties Limited PartnershipLockbox# 414225)

    MA5- 527-02-07

    2 Morrissey Blvd.Dorchester, Massachusetts 02125

    18. Permitted Use Clause: For the retail sale of wireless accessories and Apple accessoriesalong with electronics and gadgets: ( including toys, remote control cars and helicopters,but in no event shall the toys comprise more than twenty-five percent( 25%) of the total

    selling area of the Premises), and for no other purpose whatsoever( subject to Section 7).

    In no event whatsoever shall Licensee perform or permit, outside of a four( 4) foot radiusimmediately surrounding the Premises, any such product demonstrations of the remotecontrolled helicopters on the sidewalks, in the parking lot, or any other location in theShopping Center.

    19. Licensee Insurance Requirements: Two Million Dollars ($ 2, 000,000.00) in General

    Liability( Section 20)

    20. Wi-Fi Networks: The Wi-Fi network at the Shopping Center is designed for the use andconvenience of its customers. The Wi-Fi was not installed with the intent of being

    utilized for commercial transactions, and has not been created or tested for this purpose.Licensor makes no representations or warranties with regard to the safety, consistency,

    reliability, or suitability of the Shopping Center Wi-Fi network for commercial purposesand anyone who uses it for such purpose shall assume the risk and liability associatedtherewith.

    In no event shall Licensor be liable for any loss, damage, theft, or claim arising out of orrelated to Licensee' s use of the Shopping Center Wi-Fi network, and Licensee herebyreleases Licensor from any and all liability hereunder. Licensee also expressly agrees

    License Agreement

    Page 2 Cell Max( MBS01— Ste. 13190) 1 S. Myrtle Beach, SC- v1. 0 C1141436'

  • that Licensor is released from any and all liability for and related to any and allconsequential damages, special damages and claims for lost profits, as well as attorneys'fees. Licensee shall indemnify, defend and hold harmless Licensor and Licensor' sagents, assigns, affiliates, managers, employees, and representatives from any and all

    claims arising from or in connection with Licensee' s use of the Shopping Center' s Wi-Finetwork for commercial purposes, including but not limited to the processing of creditcard transactions.

    License Agreement

    Page 3 Cell Max( M11501— Ste. 13190)! S. Myrtle Beach, SC- vl. 0

  • STATE OF SOUTH CAROLINA LICENSE AGREEMENT

    COUNTY OF HORRY MYRTLE BEACH, SOUTH CAROLINA

    iThi License Agreement ( herein the " License") is made effective this daNy of2013 ( the " Effective Date") by and between Licensor and Licensee, doing

    business under the Permitted Trade Name as set forth in the Data Summary.

    1. LICENSE. Licensor hereby grants to Licensee a temporary license ( the " License") to

    use and occupy the Premises on a temporary basis as set forth in the Data Summary andidentified on Exhibit " A" attached hereto and made a part hereof in accordance with the termsand conditions of this License.

    2. TERM. The " Term" of this License will commence on January 1, 2014 ( the

    Commencement Date") and shall continue for the period of time as stated in the Data Summary,unless earlier terminated in accordance with the terms hereof. Licensee shall pay all costs inconnection with opening the Premises for business to the public. During the Term of thisLicense, and subject to all reasonable rules and regulations of Licensor, Licensee, its employeesand agents shall be entitled to the non-exclusive use of the parking areas, driveways andwalkways within the Shopping Center as such exist from time to time.3. LICENSING FEES. Monthly Licensing Fee. Simultaneously with the execution of

    this License by Licensee, Licensee shall submit to Licensor a licensing fee for the first month ofthe Term hereof in the amount stated on the Data Summary and shall thereafter pay to Licensor alicensing fee in the amount stated on the Data Summary ( the " Monthly Licensing Fee") for each

    calendar month (prorated in the event any month is a partial calendar month) and such amountshall be due on or before the first(

    1St)

    day of each such calendar month. Licensee acknowledgesthat failure to pay such Monthly Licensing Fee in full when due is a " Default" ( as defined in

    Section 17 hereof) under the terms of this License, and entitles Licensor to the right to

    immediately terminate the License and Licensee' s right of possession of the Premises.Percentage of Gross Sales Fee: In addition to the Monthly Licensing Fee stated above,

    Licensee shall submit to Licensor on or before the tenth ( 10th) calendar day of each month areport of" Gross Sales", as hereinafter defined, made from, in or upon the Premises during the

    immediately preceding calendar month( or partial month thereof). Licensee shall pay to Licensor

    simultaneously with the submission of such Gross Sales report the amount stated in the DataSummary. The Monthly Breakpoint shall be prorated for any partial month consisting of lessthan a full calendar month based on the number of days in such partial month period. The

    Monthly Breakpoint shall also be prorated for the number of days Licensee was open forbusiness or required to be open for business.

    Gross Sales shall mean the aggregate gross amount of all sales of merchandise made and

    all charges for services performed by Licensee or any persons, finns or corporations on itsbehalf, or any licenses or concessionaires of Licensee, from, in or upon the Premises, includingorders taken upon the Premises for delivery from sources other than the Premises, and whetherwholesale or retail, and whether cash or credit, less refunds for merchandise returned for whichcash has been refunded or credit given. Gross Sales shall also include the value of any

    consideration other than money, as well as money, received by Licensee or by sublicensees,concessionaires or other persons, films or corporations under sublicenses or arrangements of any

    nature for the right to occupy or to transact business upon the Premises. The amount of any sales

    License Agreement

    Page 4 Cell Max( MI350I— Ste. 13190)/ S. Myrtle Beach, SC- v1. 0

  • and excise taxes whatsoever, and however imposed, computed or paid for sales from, in, or uponthe Premises, shall, to the extent included in sales, be deducted when determining Gross Sales.

    Additional Fees. Licensee shall pay all charges for its own utilities ( including, but notlimited to, electricity, water, sewer and trash removal) for the Premises in accordance withSection 11 and 12 hereof.

    Late Payment Fee. Notwithstanding Licensor' s right to terminate this License for non-payment of licensing fees and to seek recovery of same, each licensing fee payment payablehereunder by Licensee to Licensor as set forth above which is not received by Licensor when dueshall incur a service charge equal to four percent( 4%) of the amount overdue.

    Returned Check Fee. In the event that any check received by Licensor from Licensee inpayment of any amounts payable by Licensee under this License is returned unpaid byLicensee' s bank or other financial institution, then Licensee shall pay to Licensor an amountequal to the greater of Twenty-Five Dollars ($ 25.00) or the maximum fee allowed by law as a

    service processing fee.4. SECURITY DEPOSIT. Upon the execution of this License by Licensee, Licensee shalldeposit the amount as stated in the Data Summary as security ( the " Security") for the full and

    faithful performance by Licensee of all obligations of Licensee under this License or inconnection with this License. Licensee agrees that if Licensee fails to pay any installment offees due under this License, as and when due or if Licensee vacates or abandons the Premises atany time prior to the end of the Term Licensor may draw on the Security as is required to cureLicensee's Default(s) hereunder. Further, if Licensee is in Default ( as described in Section 17hereof), Licensor may draw on the Security for the payment of( i) any fee or any other sum ofmoney which Licensee was obligated to pay but did not pay,( ii) any sum expended by Licensoron Licensee's behalf in accordance with the provisions of this License which has not beenreimbursed by Licensee ( such as to remove Licensee' s signs and/or repair any damage caused tothe Premises by Licensee), or( iii) any sum which Licensor may expend or be required to expendas a result of Licensee's Default, including any damages or deficiency in the reletting of thePremises. In the event Licensee vacates or abandons the Premises, or terminates this License, atany time prior to the end of the Term, Licensee agrees that Licensor shall be permitted to retainthe full amount of the Security as an early termination penalty. Drawing on the Security byLicensor shall not prevent Licensor from exercising any other right or remedy provided underthis License or at law and shall not limit any recovery to which Licensor may be entitledotherwise.

    Licensor shall be entitled to co- mingle the Security with Licensor' s other funds and theSecurity shall not bear interest. In the event Licensor draws on the cash Security the Licenseeupon demand shall immediately, within five ( 5) calendar days, deliver to Licensor an amount ofcash sufficient so that the cash constituting the Security shall be maintained as set forth in theData Summary.

    Upon the natural termination of this License, Licensee shall request from Licensor inwriting a refund of the Security. Licensor shall refund such Security within thirty ( 30) days ofreceipt of Licensee' s written request, provided that Licensee has not defaulted under the License,all fees and other charges due to Licensor under this License have been paid in full, that Licenseehas vacated the Premises in accordance with the terms of this License, including the removal ofLicensee' s signs and repair of the fascia per Licensor' s criteria, and that no damage to thePremises exists such that Licensor would be entitled to apply the Security to pay such fees and/ orrepair any such damage.

    License Agreement

    Page S Cell Max( M1350 f— Ste. III 90)/ S. Myrtle Beach, SC-v1. 0

  • 5. DELIVERY OF PREMISES. The Premises shall be delivered to Licensee on or abouti) the Delivery Date set forth in the Data Summary or( ii) the date specified in a written notice

    from Licensor to Licensee.

    6. CONDITION OF LICENSED PREMISES. Licensee accepts the Premises in " as is"

    condition and acknowledges that Licensor shall have no responsibility for the condition of thePremises upon delivery to Licensee.7. PERMITTED USE. Licensee will use the Premises during the Term of the License onlyfor the Permitted Use set forth in the Data Summary. Licensee shall merchandise the Premisesin an upscale, professional manner consistent with that of other tenants in the Shopping Center asso deemed by Licensor in its sole discretion. In no event whatsoever shall Licensee perform orpermit, outside of a four( 4) foot radius immediately surrounding the Premises, any such productdemonstrations of the remote controlled helicopters on the sidewalks, in the parking lot, or anyother location in the Shopping Center. Licensee agrees that it will not use, or pennit or suffer theuse of, the Premises, or any part thereof, for any other

    business or purpose. Products

    manufactured by or bearing the label, logo, trade name or trademark of any other tenantoperating in the Shopping Center, or any other shopping center operated as Tanger®Outlets in thesame city as the Shopping Center, shall not be sold in, from or upon the Premises.8. NATURE OF LICENSE. No legal title, easement or other possessory interest in realestate, including any leasehold interest in the Premises, or any appurtenances thereto, shall bedeemed or construed to have been created or vested in Licensee, except as contained in thisLicense. Licensee does not in any way or for any purpose, become a partner of Licensor in theconduct of business, or otherwise, or joint venture or a member of a joint enterprise withLicensor.

    9. CONDUCT OF BUSINESS. Licensee shall conduct its Permitted Use in the Premises

    in a first-class manner, shall provide for security in the Premises and shall abide by all rules andregulations existing or as established by Licensor, from time to time, for tenants and otherlicensees in the Shopping Center, including but not limited to, sign

    requirements. All

    merchandise shall be displayed on professional fixtures and in no event shall Licensee allow orpermit merchandise to be sold from boxes or on tables and no storage of merchandise not beingoffered for sale shall be visible to customers in the Premises. Licensee shall not solicit businessother than within the Premises. Licensee shall conduct its business and control and supervise itsagents, employees and invitees in such a professional manner so as not to create any nuisance orinterfere with, annoy or disturb tenants, occupants, or invitees of the Shopping Center.

    Character of Operations. Licensee will not conduct any auction, fire, bankruptcy, storeclosing, liquidation, going-out-of-business or closeout sales, provided, however, that thisprovision shall not preclude the conduct of periodic seasonal promotional or clearance sales.Licensee will not utilize any unethical method of business

    operation. Licensee will not use or

    permit the use of any apparatus for sound reproduction or transmission of any musical instrumentin such manner that the sounds so reproduced transmitted or procured shall be unreasonablyaudible beyond the interior of the Premises; will not cause or permit objectionable odors toemanate or be unreasonably dispelled from the Premises; and will use its best efforts to preventthe parking or standing, outside of the Premises, of trucks, trailers, or other vehicles orequipment except when actually engaged in loading or unloading.10. BUSINESS HOURS. ( a) Licensee shall open the Premises on the Commencement Dateand shall thereafter continuously conduct its Permitted Use in 100% of the Premises and shall

    l..ieense Agreement

    Page 6 Cell Max( MB501— Ste. 13190)/ S.Myrtle Beach, SC- v1. 0

  • keep its store in the Premises open for business with the public in accordance with the hoursestablished by Licensor( the " Required Store Hours"), as such hours of operation may be revisedfrom time to time by Licensor, in its sole discretion. The Required Store Hours may be reducedor changed ( i) if the Required Store Hours violate any applicable statute or ordinance prohibitingthe conduct of retail business during such times; or( ii) upon consent of the Licensor. Except asit may be necessary that the Premises be closed on account of the order of any duly constitutedauthority, or for the purpose of making repairs or improvements, or during the period of strikes,lockouts, emergencies or other causes beyond Licensee's control, Licensee shall maintain theRequired Store Hours. Licensee acknowledges that failure to observe the minimum RequiredStore Hours is default under the terms of this License as defined in Section 17 hereof, andentitles Licensor the right to immediately terminate the License and Licensee' s right ofpossession of the Premises.

    b) Non-Compliance Penalty: Notwithstanding the above, in the event Licensee fails tocomply with the Required Store Hours on any day, then Licensee shall pay to Licensor as apenalty for non-compliance the amount of Fifty Dollars ($ 50.00) per day for each day thatLicensee fails to open for business in accordance with the Required Store Hours ( i.e., late

    openings, early closings, unauthorized mid-day closings, etc.). Such penalty shall be paid at theShopping Center management office prior to Licensee opening the Premises for business thefollowing day. Licensor, in its sole discretion, may elect to waive up to two ( 2) infractions perweek based on commercially reasonable circumstances, but is in no way obligated to waive anysuch penalty.

    11. UTILITIES. All utilities used in connection with the Licensee' s use of the Premisesshall be at the sole cost and expense of Licensee. Licensee shall be responsible for having allutilities turned on in its name and such utilities shall be billed directly to Licensee for monthlypayment including, but not limited to, electrical service, natural gas ( if applicable), water/sewer,phone service and trash removal service. Notwithstanding the above if any utility, such aswater, is provided on a " master meter" and billed by Licensor, then Licensee shall payLicensor for Licensee' s proportionate share of such utility monthly simultaneously withLicensee' s payment of fees per Section 3 of this License.

    Licensor at its sole option and upon notice to Licensee may provide electrical service tothe Premises, and in such event Licensee shall pay Licensor for such service provided howevera) the cost to Licensee shall not exceed the cost of such service if rendered by an entity not

    affiliated with Licensor; ( b) Licensor may interrupt service for emergency repairs, alterations,replacements or improvements; ( c) Licensor shall have no responsibility or liability for failure tosupply electric service when prevented from so doing by strikes, power failures, accidents,emergencies, repairs, alterations, replacements, improvements or by laws, orders or regulations

    of any governmental authority or inability by exercise of reasonable diligence to obtain suitableelectrical supply, or by any other similar or dissimilar cause beyond Licensor' s control. Licensorshall bill Licensee monthly for electric service and Licensee agrees to pay such bill within fifteen

    15) days of receipt. In no event shall Licensee' s share of charges, costs and expenses under thissub- section exceed the cost for the same service which would be charged to Licensee directly bya comparable third party service provider. Licensor shall provide to Licensee a reasonablydetailed itemization of such charges. In the event Licensee fails to pay timely for such service

    Licensor may discontinue service to the Premises.12. TRASH REMOVAL. Licensee shall not permit the accumulation of rubbish, trash or

    garbage of any type ( collectively " Trash") in and around the Premises, will remove same at

    License Agreement

    Page 7 Cell Max( M13501— Ste. B190)/ S. Myrtle Beach, SC- vI. 0

  • Licensee's expense, and will keep such Trash in proper containers on the interior of the Premisesuntil removal by Licensee to the collection area designated by Licensor. In the event Licenseefails to remove any accumulation of Trash within three ( 3) days after notice by Licensor toremove the same, Licensor shall have the right, but not the obligation, to remove the same inwhich event the cost thereof shall be paid by Licensee to Licensor within ten ( 10) days afterdelivery of such notice to Licensee. Licensor may terminate this License if an additionalviolation occurs. In the event Licensor provides Trash removal services, or the Town or Citythat the Premises is located or other governmental authority or service provider levies a servicefee or other charge for the collection and removal of Licensee' s Trash, Licensee shall promptlypay such amount when due.

    Licensor at its sole option and upon notice to Licensee may designate itself or a thirdparty provider for Trash collection and removal services to be used by tenants of the ShoppingCenter. Licensee agrees to use only the provider designated by Licensor, provided the cost toLicensee therefor is no greater than the cost Licensee would incur if Licensee contracted directlywith a reputable independent Trash removal contractor providing the same service in the samegeographical area of the Shopping Center [ including all costs of initiating and maintainingservice, leasing containers, pad rental charges( if applicable) and the costs of removal].

    Licensee

    shall pay a monthly fee for such services. In addition, Licensee shall pay the cost of removal ofany of Licensee' s excessive Trash which requires special handling out of the ordinary course ofwaste disposal.

    13. LICENSES AND PERMITS. Licensee hereby assumes all responsibility for obtainingand keeping effective all licenses, permits and approvals necessary to allow the operation of thebusiness and shall otherwise comply with all applicable governmental rules and regulationsconcerning such operation.14. SIGNS. Licensee has installed and shall continue to maintain its current sign at the

    Premises bearing the Permitted Trade Name as stated in the Data Summary in good conditionand repair at all times. All signs used at the Premises shall comply with all applicable laws,rules, regulations and ordinances, shall conform to Licensor' s sign criteria for the ShoppingCenter and shall be subject to prior written approval of Licensor. IN NO EVENT shall Licenseebe permitted to conduct or advertise any" store closing"," going out of business" or" liquidation"sale in, from, upon or at the Premises. Licensee shall not display any hand- written signs at thePremises and all signs displayed within the Premises shall be professionally prepared. In noevent shall Licensee affix anything to the glass of the store windows or on the front door of thePremises. Upon the expiration or termination of this License, Licensee agrees to promptlyremove all signs in accordance with Section 21 hereof.15. INSTALLATIONS AND REPAIRS. ( a) Installations. Licensee shall not undertake

    any construction, alterations, nor affix or attach any improvements or items of personal propertyto the Premises without first receiving the prior written consent of Licensor. Licensee will notpaint or decorate any part of the Premises, or change the architectural treatment of the Premises,without first providing a scope of work to Licensor and obtaining Licensor' s prior writtenconsent to such work, painting or decoration prior to commencing any work in the Premises.Licensee will remove promptly upon order of Licensor any paint or any decoration which hasbeen so applied or installed without Licensor' s prior written consent, or take such action withreference thereto as Licensor may direct. Licensee shall be solely responsible for the promptrepair of any and all damage to the Shopping Center and/ or the Premises caused by Licensee and

    License Agreement

    Page 5 Cell Max( M13501— Ste. 13190)/S. Myrtle Beach, SC- vl.0

  • Licensee shall immediately notify Licensor of the need for such repairs prior to effectuating anysuch repairs.

    b) HVAC Service Contract. Licensee shall cause the HVAC unit servicing the Premisesto be serviced for routine maintenance ( including the replacement of air filters), at its sole costand expense, beginning on the date that is ninety( 90) days following the Commencement Dateof this License and every ninety ( 90) days thereafter during the continuance of this Licensewhether under a single license, extension or subsequent license which constitutes a continuous

    Term) and shall provide to Licensor a copy of each such service.c) Repairs and Maintenance. In the event Licensee continues to occupy the Premises in

    excess of six ( 6) months (whether under a single license, extension or subsequent license whichconstitutes a continuous Tenn) then Licensee, at its sole cost and expense, shall keep andmaintain the Premises and any fixtures, facilities or equipment contained therein in goodcondition and repair, including but not limited to the heating and air conditioning, electrical,plumbing and sewer systems. Licensee shall install and maintain fire extinguishers within thePremises. Licensee shall maintain, repair and replace as necessary the exterior doors, doorframes and window frames and shall repair or replace all broken and cracked glass as may

    become necessary during the Term of this License or any renewal or extension thereof.16. TRADE NAME. Licensee shall operate its business in the Premises only under thePermitted Trade Name as set forth in the Data Summary. Licensee shall not use any name,

    trademark or logo belonging to Licensor, or used by Licensor in designating the ShoppingCenter, without first obtaining Licensor' s written approval.17. DEFAULT. The failure of Licensee to perform or fulfill any term, obligation orcovenant under this License shall be deemed a Default under this License including, but notlimited to, failure to pay any licensing fees or charges due hereunder, or to continuously occupythe Premises and conduct business in accordance with Section 10 hereof. In the event of anyDefault under this License by Licensee, Licensor shall be entitled to exercise all rights andremedies in law and in equity, including but not limited to, the right to collect for damages.Further, Licensor shall also have the right, at its election, to terminate this License upon five( 5)days written notice to Licensee. In the event Licensee has deposited a Security Deposit ( asrequired herein) and Licensor terminates this License due to a Default by Licensee, thenLicensor shall be permitted to retain the full amount of the Security Deposit as a terminationpenalty in addition to any and all costs of collection of unpaid licensing fees and/orreimbursement of damages caused by Licensee' s Default.

    In the event Licensee vacates or abandons the Premises ( abandonment herein deemed tohave occurred when Licensee fails to conduct business in the Premises as required in Section 10hereof for three ( 3) consecutive days during the Term of this License), then Licensor at its sole

    option may terminate this License and re- enter the Premises and take possession thereof with fullright to sue for and collect all sums or amounts with respect to which Licensee may then be inDefault and accrued up to the time of such entry, including damages to the Licensor by reason ofany breach or Default on the part of the Licensee, or Licensor may, if Licensor elects so to do,bring suit for collection of such fees and damages without entering into possession of thePremises or avoiding this License, and apply the Security Deposit to such damages.

    Any personal property or fixtures remaining in the Premises following Licensee' sDefault, vacation, or abandonment of the Premises hereunder shall be deemed abandoned byLicensee, and Licensee expressly consents to the disposal of any such property in Licensor' s sole

    License Agreement a`

    Page 9 Cell Max( M13501— Ste. 8190)/ S. M} atle Beach, SC- v1. 0 47.443

  • discretion and without prior notice. In no event shall such circumstances be construed as

    creating a bailment, trust, or fiduciary obligation of Licensor.18. COSTS AND FEES. If Licensee is in Default of any term, obligation or covenant of thisLicense, Licensee agrees to pay attorney' s fees, court costs and other costs and expenses incurredby Licensor in enforcing this License or preparing for legal proceedings or other proceedings,whether or not instituted. If any legal or other proceedings are instituted and if any judgment issecured by Licensor, all such costs, expenses and fees shall be included in such judgment.19. INDEMNIFICATION. Licensee shall indemnify, defend and hold Licensor, itsmanaging agent, and lender(s), if any, and their respective affiliates, officers, directors, partners,employees, agents and assigns hannless from any and all claims, judgments, losses, debts, causesofaction, suits, expenses, controversies, damages of any kind or nature whatsoever, regardless offault, whether in law or in equity, or both, resulting from, arising out of, relating to or alleged toresult from, arise out of or relate to, in whole or in part, the Licensee' s Permitted Use, Licensee' soccupancy of the Premises, the terms of this License, or any act or omission of Licensee, itsvolunteers, agents, contractors, suppliers, employees, servants, or licensees, except to the extentcaused by the negligence of an indemnified party. Licensor may require Licensee to addadditional parties to the indemnification upon ten ( 10) days' prior written notice to Licensee.20. INSURANCE. During the Term of this License, Licensee shall obtain and maintain atits own expense worker' s compensation insurance and commercial general liability insurancecovering against any liability resulting from or arising out of any occurrence from Licensee' sPermitted Use or occupancy of the Premises. Such insurance shall be in the minimum amount asstated on the Data Summary for combined single bodily injury and property damage, and willprovide a waiver of subrogation by the insurer against Licensor, for a minimum of the Term ofthis License, and it shall be issued by domestic U.S. insurance companies licensed to do businessin the state where the Shopping Center is located and rated a VII or better by A.M. Best and in aform acceptable to the Licensor. Licensee shall provide Licensor with a Certificate of InsuranceACORD 25) reflecting the coverage required under the License upon execution of this

    Agreement and at least thirty( 30) days prior to the expiration of such policies. Licensee' s policyor policies shall specifically include coverage of Licensee' s indemnification obligations toLicensor under this License and shall name the Licensor( and the entity providing management

    for the Shopping Center, any ground lessor, and any mortgagee, if the names of such entitieshave been provided to Licensee) as an additional insured, and protect Licensee and Licensor astheir interests may appear. Licensee' s Certificates shall include copies of endorsements that

    confirm Licensee' s policies provide the following for Licensor' s benefit: ( a) named additional

    insured parties, ( b) waiver of subrogation rights and, ( c) no less than thirty ( 30) days notice ofmodification or cancellation of Licensee' s insurance policy or policies. The Certificates requiredby this Section must be provided by an insurer authorized to do business in the state where thePremises is located and must be signed by a licensed, authorized agent of such insurer. Should

    Licensee fail to carry such general liability insurance, Licensor may at its option( but shall not berequired so to do) cause general liability insurance as aforesaid to be issued, and in such eventLicensee agrees to pay the premium for such insurance promptly upon Licensor's demand.However, Licensee acknowledges and agrees it cannot operate its business in the Premises to thepublic without current active coverage, and failure to carry the required insurance is a materialDefault under this License. Licensee acknowledges that Licensor does not carry personal

    property insurance for the benefit of Licensee and that Licensee is solely responsible for

    License Agreement

    Page 10 Cell Max( M13501— Ste. 13190)! S. Myrtle Beach, SC- v1. 0

  • obtaining, at Licensee' s sole costs and expense, its own personal property insurance for itsinventory, merchandise and other personal property located in the Premises.21. EXPIRATION OR TERMINATION. Upon expiration or termination of this License,

    Licensee shall quietly and peaceably surrender the Premises with all systems servicing thePremises in good condition and repair, reasonable wear and tear excepted, and shall remove all

    fixtures, equipment and other things placed by Licensee on the Premises hereunder, and ifLicensee shall fail to do so, Licensor shall have the right to make such removal and restore the

    Premises at Licensee' s expense, the amount of which the Licensee shall pay to Licensor ondemand and, if Licensor shall so elect, it shall have the right to take possession of, and

    appropriate unto itself, without payment therefor, any property of Licensee, or anyone claimingunder Licensee, then remaining on the Premises. Notwithstanding the above, upon thetermination of this License, Licensee shall remove the signs permitted and shall repair any

    damage caused by such signs, its installation or removal. Such removal and repair shall be by aLicensor approved contractor who shall restore the fascia to substantially the condition thatexisted at the time of commencement of this License ( in accordance with Licensor' s signcriteria) and shall be at the sole cost and expense of the Licensee. In the event Licensee fails to

    remove such signs or properly repair the fascia, then Licensor may remove the signs and disposeof it at Licensor's sole discretion, and repair any damage caused by such sign or its removal, andthe cost plus a 15% administrative fee shall be charged to Licensee who shall make payment to

    Licensor within ten( 10) days of demand.

    Any personal property or fixtures remaining in the Premises following Licensee' sDefault, vacation, or abandonment of the Premises hereunder shall be deemed abandoned byLicensee, and Licensee expressly consents to the disposal of any such property in Licensor' s solediscretion and. without prior notice. In no event shall such circumstances be construed as

    creating a bailment, trust, or fiduciary obligation of Licensor.22. GOVERNING LAW. This License shall be governed by and construed in accordancewith the laws of the state in which the Premises is located.

    23. COMPLIANCE WITH LAW. Licensee agrees that it shall comply with all laws,ordinances, orders, rules and regulations of all federal, state and municipal governments,

    including but not limited to zoning and restrictions on the property, and appropriate departments,boards and officers thereof, and of the insurance organization having jurisdiction thereof,including, but not limited to, all laws, statutes, rules and regulations relating to immigration anddiscrimination, in performing and fulfilling the terms and obligations under the License.24. NO MODIFICATIONS OR AMENDMENTS. This License shall not be modified,

    altered or amended, except in writing, as agreed to and executed by the parties.25. TRANSFER OR ASSIGNMENT. Licensee shall not transfer, assign its interest

    hereunder or permit any subletting of the Premises whatsoever.26. NOTICES. All notices, demands, requests or other instruments which may be or arerequired herein to be given in writing to the Licensor at the address hereinabove specified, and toLicensee at the Premises or Licensee' s address set forth hereinabove, or at such other address( es)

    as each such party may specify in writing to the other. Any such notices or other communicationmay be personally delivered, delivered to the Premises, sent via facsimile or email transmission,overnight courier, or by certified mail, return receipt requested, postage prepaid, deposited in theUnited States Post Office or a depository for the receipt of mail regularly maintained by the Postoffice, and such notice shall be considered made when so delivered or delivery is refused; unlessLicensee' s notice address is to a post office box, in which case for purposes of this Section 26,

    License Ageeemem7„Page 11 Cell Max( M13501— Ste. 13190)/ S. Myrtle Beach, SC- v1. 0

  • the mailing of a copy of any notice to such post office box address shall be constitute delivery onthe date five( 5) calendar days after mailing.27. BOOKS OF ACCOUNTS. Licensee agrees to keep on the Premises or at its principaloffice accurate books and records of all Gross Sales made at or in connection with the Premises,which books and records shall be kept in accordance with accepted accounting practice, and shallbe open at all reasonable times to Licensor or its representative, upon reasonable notice toLicensee, for the purpose of examining the same to determine the accuracy of the statements ofthe Gross Sales submitted by Licensee as aforesaid. In the event an examination of the records ofLicensee shall disclose that Gross Sales as reported in the aforesaid statements were less, by onepercent ( 1%) or more, than the Gross Sales actually made by Licensee during the Term hereof,Licensee agrees to pay to Licensor the reasonable cost of any

    such audit. Any additional fees

    found due and owing as a result of any audit shall immediately become due and payable.28. ACCORD AND SATISFACTION. No payment by Licensee or receipt by Licensor ofa lesser amount than the licensing fees herein stipulated shall be deemed to be other than onaccount of the earliest stipulated fee, nor shall any endorsement or statement on any check or anyletter accompanying any check or payment be deemed an accord and satisfaction, and Licensormay accept such check or payment without prejudice to Licensor's right to recover the balance ofsuch fee or pursue any other remedy provided for in this License or available at law or in equity.29. ENTIRE AGREEMENT. This License, including any exhibits hereto, represents theentire understanding of the parties and supersedes all written and oral agreements between themwith respect to this matter. This License shall not be orally amended, modified or terminated,nor shall any obligation hereunder be waived orally. No subsequent alteration, amendment,change or addition to this License shall be binding upon Licensor or Licensee unless and untilreduced to writing and signed by Licensor and Licensee.30. LIABILITY. Licensor shall not be liable for any damage done or occasioned by or fromthe electrical system, the heating or air conditioning system, the plumbing and sewer systems in,upon or about the Premises or the building of which the Premises are a part, nor for damagesoccasioned by water, snow or ice being upon or coming through the roof, trapdoor, walls,windows, doors or otherwise, nor for any damage arising from acts or negligence of Licensee,co- tenants or other occupants or customers of the building or buildings of which the Premisesmay be a part, or the acts of any owners or occupants of adjoining or contiguous property; andfurthermore, Licensor shall not be liable for any damage occasioned by reason of theconstruction of the Premises or for failure to keep the Premises in repair. In any events, Licensorshall not be liable for any damage to Licensee' s property in the Premises resulting from fire orother hazards, regardless of the cause thereof, and Licensee hereby releases Licensor from allliability for such damage. Under no circumstances whatsoever shall Licensor ever be liable forconsequential damages or special damages.

    31. MORTGAGE SUBORDINATION. Upon written request or notice by Licensor,

    concurred in by any mortgagee or trustee of the Shopping Center or by any person, fine orcorporation intending to become such a mortgagee or trustee, Licensee agrees to executedocuments evidencing that it subordinates its rights under this License to the lien or liens of anymortgages or deeds of trust that may hereafter be placed upon the Shopping Center and thePremises and to any and all advances to be made thereunder, and to the interest thereon, and allrenewals, replacements and extensions thereof, provided the mortgagee or trustee named in saidmortgages or deeds of trust shall agree to recognize the License of Licensee in the event offoreclosure if Licensee is not in Default. Licensee also agrees that any mortgagee or trustee may

    License Agreement 7:44416.,„,

    Page 1 2 Cell Max(M13501— Ste. 8190)/ S. Myrtle Beach, Sc:- v1. 0

  • elect to have this License a prior lien to its mortgage or deed of trust, and in the event of suchelection and upon notification by such mortgagee or trustee to Licensee to that effect, thisLicense shall be deemed prior in lien to the said mortgage or deed of trust, whether this Licenseis dated prior to or subsequent to the date of said mortgage or trust deed. Licensee agrees that,upon the requests of Licensor, any mortgagee, or any trustee named in such mortgages or trustdeeds, it shall execute and deliver whatever instruments may be required for such purposes andto carry out the intent of this Section, and in the event Licensee fails so to do within ten( 10) daysafter demand in writing, Licensee does hereby make, constitute and irrevocably appoint Licensoras its attorney in fact and in its name, place and stead so to do.

    This License and all of the rights of Licensee hereunder are and shall be subject andsubordinate to the lien of any mortgage or deed of trust(" Mortgage"), underlying lease, or otherlien, encumbrance, together with any renewals, extensions, modifications, consolidations, orreplacements thereof now existing, or which hereinafter may be placed, on the Premises or theShopping Center, or any part thereof, or substitutions of any such Mortgage; provided,nevertheless, each Mortgage shall contain provisions to the effect that so long as Licensee is notin Default under this License, no foreclosure of lien of any such Mortgage shall impairLicensee's right to quiet possession of the Premises pursuant to the provisions of this License.Such subordination shall be automatic, without the execution of any further subordinationagreement by Licensee.

    Further, this Agreement and Licensee's rights under this Agreement are subject and

    subordinate to any underlying lease, sublease, or other lien, encumbrance, master or prime lease,together with any renewals, extensions, modifications, consolidations, and replacements thereof,which now or at any subsequent time affect the Premises, any interest of Licensor in thePremises or Licensor's interest in this Agreement and the estate created by this Agreement. Thisprovision will be self-operative and no further instrument of subordination will be required inorder to give effect to it. Nevertheless, Licensee will execute, acknowledge and deliver to

    Licensor, at any time and from time to time, upon demand by Licensor, such documents as maybe reasonably requested by Licensor, any ground lessor or underlying lessor to confirm any suchsubordination.

    32. SURRENDER AND HOLDING OVER. Licensee shall deliver up and surrender toLicensor possession of the Premises upon the expiration of the License, or its termination in anyway, in good condition and repair ( damage by casualty and ordinary wear and decay onlyexcepted), and shall deliver the keys at the office of Licensor or Licensor's agent. As provided inthis License, Licensee shall remove all signs and shall repair any damage caused by the removalof such signs. Should Licensee or any party claiming under Licensee remain in possession of thePremises, or any part thereof, after any termination of this License, no tenancy or interest in thePremises shall result therefrom but such holding over shall be an unlawful detainer and all suchparties shall be subject to immediate eviction and removal, and Licensee shall upon demand payto Licensor, as liquidated damages, a sum equal to Five Hundred Dollars ($ 500.00) per day for

    any period during which Licensee shall hold the Premises after the stipulated Term of thisLicense may have terminated.33. LIABILITY OF LICENSOR. If Licensor shall fail to perform any covenant, term orcondition of this License upon Licensor' s part to be performed and, as a consequence of suchDefault, Licensee shall recover a money judgment against Licensor, such judgment shall besatisfied only out of the proceeds of sale received upon execution of such judgment and levythereon against the right, title and interest of Licensor in the Shopping Center and out of rents or

    License Agreement

    Page 13 Cell Max( M13S01— Ste. BI 90)/ S. Myrtle Beach, SC-v1. 0

  • other income from such property receivable by Licensor or out of the consideration received byLicensor from the sale or other disposition of all or any part of Licensor' s right, title and interestin the Shopping Center, and neither the Licensor nor any member or employee of the limitedliability company or limited partnership designated herein of the Licensor, nor any partner of theLicensor, nor any owner of any partner of the Licensor, nor any employee or agent of any ofthem shall be liable for any deficiency.

    This License and all documents, agreements, understandings and arrangements relating tothis transaction have been negotiated, executed and delivered on behalf of Licensor by itsauthorized agent or by its officers in their representative capacity and not individually, and bindonly Licensor. No employee, agent, officer, partner, manager, member, shareholder or owner ofLicensor, or any entity providing management of the Shopping Center on behalf of Licensorshall be bound or held to any personal liability in connection with the obligations of Licensorthereunder. Any person or entity dealing with Licensor in connection therewith shall look solelyto Licensor for the payment of any claim or for the performance of any obligation thereunder.The foregoing shall also apply to any future documents, agreements, understandings, andarrangements which may relate to this transaction.34. ACCESS OF PREMISES. Licensor may have free access to the Premises at allreasonable times with prior notice to Licensee( except in the event of emergency at which timenotice shall not be required) for the purpose of examining the same or making any alterations orrepairs to the Premises that Licensor is required to make under the terms of this License. In

    exercising its rights under this paragraph, Licensor shall not materially adversely interfere withthe conduct of Licensee's business in the Premises.35. MISCELLANEOUS. Licensee covenants and agrees for Licensor' s benefit, and as

    material condition to this License, the following: ( a) neither this License nor any of Licensee' srights in connection herewith shall constitute a lease, whether of the premises or otherwise; ( b)Licensee shall not bring any action against Licensor or interpose any defense against Licensorbased upon the theory that this License constitutes a lease; and( c) Licensee expressly waives anysubstantive or procedural rights that Licensee may have that are predicated upon the rights of atenant of real property. Notwithstanding the provisions of the foregoing sentence, should thisLicense be deemed by any court, governmental authority, or quasi- governmental authority toconstitute a lease, in such event Licensor shall have all of the rights and remedies of a landlord ofreal property available at applicable law.36. CONSTRUCTION. Licensor and Licensee participated jointly in the negotiation anddrafting of this License. In the event an ambiguity or question of intent or interpretation arises,this License shall be construed as if drafted jointly by the Licensor and Licensee and nopresumption or burden of proof shall arise favoring or disfavoring either by virtue of theauthorship of any of the provisions of this License. Any reference to any federal, state, local, orforeign statute or law shall be deemed also to refer to all rules and regulations promulgated

    thereunder, unless the context requires otherwise. The word " including" shall mean includingwithout limitation.

    License Agreement

    Page 14 Cell Max( MI3501— Ste. 13190)/ S. Myrtle Beach. SC- v 1. 0

  • IN WITNESS WHEREOF, as of the day and year first above written, the parties haveexecuted this License.

    LICENSOR: COROC/MYRTLE BEACH L.L.C.,

    a Delaware limited liability company

    By.

    LICENSEE: By: l Seal)Umit bab Sole Proprietor

    Address: 2380 Clandon Drive

    Myrtle Beach, SC 29579

    Daytime Telephone: $ 14 Z res) 2 LFacsimile:

    Soc. Sec.#: 9Q 1 -- 1b— 11 to

    License Agreement

    Page 15 Cell Max( M13501— Ste. B 190)/ S. Myrtle Beach, SC- v1. 0 ANGER

  • COROC/MYRTLE BEACH L.L.C.

    MYRTLE BEACH, SOUTH CAROLINA

    EXHIBIT" A"

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