Studio License Agreement

STUDIO LICENSE AGREEMENT RECITALS:

WHEREAS, SHADDAI licenses the rights to operate within individual studio spaces within certain premises leased (the "Master Lease") from SHADDAI Collection LLC, LLC (or any of its successors of assigns) ("Master Landlord") in a space commonly known as SHADDAI Salon & Suites in Farmington Hills (the "Leased Premises").

WHEREAS, Licensee is duly licensed by the State of Michigan Board of Cosmetologist Examiners to perform beauty care services to the public.

WHEREAS, SHADDAI desires to grant Licensee a limited, revocable license to use a studio with the Leased Premises.

NOW, THEREFORE, in consideration of the above and the mutual consideration as forth herein, the parties hereby agree as follows:

AGREEMENT

1.License. SHADDAI hereby licenses the Studio to Licensee under the terms and conditions of this Agreement, together with the non-exclusive rights to use the common areas leased to SHADDAI under the Master Lease and the common areas in the Leased Premises, which include the hallways, vestibule, coin-operated laundry and break room, and bathrooms. Notwithstanding any term, condition, or provision of this Agreement, the rights granted to Licensee consist solely license to use the above-referenced Studio on the Premises, and only according to, and for purposes permitted under, this Agreement. This Agreement is not, and shall not be construed a license coupled with an interest in real property, a lease, or any other kind of agreement relating real property.

2.License Fee. Licensee agrees to pay the License Fees. Licensee shall pay to SHADDAI the License Fee due for the Studio on or before the close of business on each Monday prior ensuing workweek by recurring electronic funds transfer from Licensee's bank account. SHADDAI may charge Licensee a $25 per day fee for any insufficient funds notices returned to SHADDAI.

3.Term. If, upon expiration of the initial Term, Licensee has substantially complied with all provisions of this Agreement and agrees to comply with the specifications and standard applicable for a new studio license agreement, then Licensee has a right to renew this Agreement for an additional term equal to the then customary initial term and license fees granted under SHADDAI then current form studio license agreement. A minimum 60 day notice of the intent to renew is required.

4. Use. Licensee agrees that the services set forth in the Permitted Us will be performed by Licensee, and by no other person, in the Studio. No other service or uses shall be permitted without SHADDAI Salon & Suites prior written permission, and are specifically prohibited. Operation of tanning beds or spray tanning is prohibited. Use of acrylics for manicures or pedicures is also prohibited.

a. Assistants. Assistants are not allowed in Standard size studios. Assistants may be allowed in larger studios provided the following conditions are met:

i.The Assistant is specifically approved by SHADDAI.
il. The Assistant has the necessary licenses for the work he/she will be doing in the studio.
ill. The Licensee must always be present when their Assistant is working.
iv. The Licensee and Assistant will be required to complete additional forms as needed for insurance purposes. This may necessitate some fees paid to SHADDAI by the Assistant.

The Damage Deposit shall be refunded to Licensee within thirty (30) day of the termination of this Agreement and/or any renewals, provided however, Licensee is not in default of any obligations herein and has not damaged the Studio or Leased Premises in any manner. SHADDAI will deduct any damage and/or default damages from said Damage Deposit. The Damage Deposit may not be used as the final License Fee payment due under this Agreement. SHADDAI need not segregate the Damage Deposit from its other funds or hold them in any type Trust Account; but may, at its discretion, commingle the Damage Deposit said deposit with other funds.

6.SHADDAI Obligations.
a. The Studio shall include an all-purpose styling chair, cabinets, sink, and wi-fi.

b. SHADDAI shall pay for all ordinary electricity, heating, water, cleaning of common areas, cooling and lighting used in the Studio and the Leased Premises. In the event of

excessive use of utilities other than as contemplated in the Use section hereinabove, Licensee shall be in default of this Agreement and shall be responsible for such charges.

7. Licensee's Obligations to SHADDAI under this License.

a. Licensee shall, at his/her own cost, register the Studio as a salon with the Michigan Department of Licensing and Regulatory Affairs. Licensee will submit this application within 30 days after the 90-day trial period has concluded and make every effort to obtain this license within 2 months of the salon license application date. SHADDAI has the right to terminate this Agreement if Licensee has not obtained their individual license within 6 months of the Agreement Commencement Date.

i. When Licensee terminates or does not renew the agreement with SHADDI Licensee agrees to notify, within 48 hours, the Cosmetology Licensing Division that their SHADDAI Studio has been closed.

b. Licensee may contract directly with local telephone companies for Licensee's phone line and phone set, if desired. Licensee agrees to have all bills for phone service sent to Licensee and pay all phone charges when due. In addition, Licensee is responsible for the costs associated with the installation and disconnection of such services.

c. Licensee shall, at his/her own cost, maintain a public general liability insurance policy written by a recognized insurer licensed to operate in Michigan in an amount of at least $1,000,000.00. Said policies shall name SHADDAI Master Landlord and its lenders and management company, if any, or any successor or assigns, as additional insured's and loss payees and must provide notice by such insurance carrier of cancellation not less than thirty (30) days prior to the effective date of such cancellation.

d. Licensee shall, at his/her own cost, maintain a professional liability insurance policy covering, inter alia, injuries and/or property damage to the customers of Licensee in an amount of at least $1,000,000.00. Said policy shall name SHADDAI, Master Landlord and its lenders and management company, if any, or any successor or assigns, as additional insured's and loss payees and must provide notice by such insurance carrier of cancellation not less than thirty (30) days prior to the effective date of such cancellation. Such policy shall be on a form as approved by SHADDAI, said approval not to be unreasonably withheld. insurance carrier of cancellation not less than thirty (30) days prior to the effective date of such cancellation. Such policy shall be on a form as approved by SHADDAI, said approval not to be unreasonably withheld.

e. Licensee shall keep the Studio clean, serviceable and attractive at all times

pay for all damage to the chairs, shampoo units, dryers, mirrors, cabinet and the Studio and any other equipment common areas or otherwise within or upon the Leased Premises (including, glass breakage) caused by Licensee and/or Licensee's customers that exceeds normal wear and tear.

f. Licensee shall not cause damage to the SHADDAI Brand. Examples include with customers, respecting other Licensees and having customers that do not adversely impact other customers or Licensees.

g. Licensee shall have open and unlimited access to the common areas and the Studio 24 hours a day, seven days a week, during the Term and shall have a set of keys and/or security card/device to gain admission. Licensee shall be responsible for all costs incurred by SHADDAI in replacing/recoding lost keys or security/door entry devices for the Leased Premises and the Studio and others should these keys/security devices be lost or damaged by Licensee. Licensee shall be responsible to maintain his/own time schedule for performing the Permitted Use and be responsible for the purchasing, delivery and storage of the supplies and materials to be used in the Studio. Licensee recognizes that SHADDAI will be licensing similar studios within the business space of SHADDAI and agrees to secure and properly store his/her own supplies. The parties specifically recognize and agree that SHADDAI WILL NOT BE RESPONSIBLE FOR THE LOSS OF OR DAMAGE TO EQUIPMENT, TOOLS, SUPPLIES, MONIES AND OR NEGOTIABLE INSTRUMENTS OF LICENSEE.

h. Licensee agrees to abide by the Rules and Regulations imposed by SHADDAI from time to time, a copy of which has been delivered to Licensee.

i.Licensee agrees that no illegal materials or activities will be allowed in the Studio or anywhere in the Leased Premises. Any and all electronic/electric equipment must be UL certified and operated per the manufacturer’s recommendations. SHADDAI reserves the right to disallow electronic/electric equipment at its sole discretion.

8. Alterations. No alterations may be made to the Studio or the Leased Premises without SHADDAI prior written consent, including, but not limited to, painting of the Studio. Alterations which comply with SHADDAI Design Criteria shall be approved by SHADDAI upon request of Licensee. All contractors performing work at the Studio shall be approved in advance by SHADDAI and Licensee shall keep the Leased Premises free from liens of any kind, and shall be required to bond over any lien filed relating to work in the Studio within 24 hours of notice from SHADDAI . Licensee shall be responsible for any damage caused as a result of any alterations.

9. Assignment and Subletting. SHADDAI shall be free to assign any and/or all Agreement at its sole discretion and without the consent of Licensee. Licensee shall have no right to assign the Studio or its rights hereunder to any person. This Agreement is personal in nature to the Licensee and Licensee may not sublet or share the Studio under any circumstances. Further, only one (1) stylist per styling chair will be allowed in the Studio at any given time unless advance written consent is given by SHADDAI Salon & Suites.

10. SHADDAI Option to Relocate Studio. SHADDAI reserves the right to relocate Licensee studio at any time during the Term at SHADDAI’s expense; However, SHADDAI shall maintain and provide to Licensee the approximate same square for studio as in the Studio. Should Licensee desire to move to another studio, such move will only be made with SHADDAI prior written consent, and then only upon the execution of a new Agreement at the then-prevailing rates.

11. Relationship of the Parties. SHADDAI is only leasing space for the Licensee to operate the Permitted Use; the conduct and control of all services performed will lie solely with the Licensee. Licensee is not considered an agent, independent contractor, or employee of SHADDAI for any purpose, and is not entitled to any benefits that arise out of an employer/employee relationship. The parties further acknowledge that (1) SHADDAI does not have the right to control how the services permitted as a Permitted Use will be performed but may reserve the right to control what services will be operated in the Premises in keeping with the Master Lease, zoning, and standard of the Leased Premises and SHADDAI, (2) Licensee pays SHADDAI for the Studio; however SHADDAI is not paid any percentage of the Licensee's receipts, and (3) Licensee has the freedom to own prices and work schedule.

12. Liability. Licensee assumes all responsibility and covenants to hold SHADDAI Salon & Suites harmless and indemnify from all liability for damage or injury to persons or property and to Licensee, Licensee's business (or any loss of income there from), merchandise or other property of Licensee, Licensee's employees, clients and customers or any other person in or about the Leased Premises together with attorney's fees and costs.

13. Default. The occurrence of any one or more of the following shall constitute a material default and breach of the Agreement by Licensee:

a. Failure by Licensee to timely make the License Fee payment required to Licensee hereunder.

b.The assignment of this Agreement by Licensee or the transfer of any portion

interest in this Agreement without the prior written consent of SHADDAI; or, the sublet under any circumstances.

c.The loss or suspension of Licensee's professional license.

d.The receipt by SHADDAI of notification from any insurer that any required insurance has been, or will be, terminated for any reason.

e.The filing of a proceeding under any applicable bankruptcy or insolvency code by Licensee if not dismissed within thirty (30) days of such filing.

f.False or misleading statements by Licensee to SHADDAI. g.Death or permanent disability of Licensee.

h.Violation of any other term and condition of this Agreement, including the provision Rules and Regulations, as previously provided and attached.

14. Remedies. On the occurrence of any default by Licensee, SHADDAI may, at any time thereafter, with or without notice or demand and without limiting SHADDAI in the exercise of any right or remedy provided by law:

a. Terminate this Agreement in which case Licensee shall surrender possession of and all keys and entry devices to SHADDAI, and deliver the Studio in broom clean condition within 48 hours of the time notice of such termination is given. If Licensee fails to surrender such Studio, SHADDAI may take possession of the Studio, and all supplies, materials and tools of the Licensee located in the Leased Premises shall be deemed abandoned. SHADDAI may dispose of such property in accordance with applicable Michigan law. SHADDAI shall be entitled to recover from Licensee all damages incurred by SHADDAI by reasons of Licensee's default.

b. Pursue any other remedy at law or equity available to SHADDAI under the laws of the state of Michigan.

15. Attorney's Fees. In the event of Licensee's default, Licensee shall be liable to SHADDAI for any attorney fees and costs incurred by SHADDAI in the enforcement of this Agreement.

16. Miscellaneous Provisions.

1. In the event of any litigation arising out of this Agreement, the parties stipulate and agree that venue will be in any court of competent jurisdiction in Oakland County, Michigan, and that the laws of the State of Michigan shall apply.
2. This is the only agreement between the parties, and there are and were no verbal

representations, warranties, understandings, agreements or promises pertaining to this Agreement made by either party, except as set forth herein and except as listed in SHADDAI Rules and Regulations which may be imposed by SHADDAI from time to time and are, by this specific reference, incorporated herein. All amendments to this Agreement shall be in writing and signed by the parties.

IN WITNESS WHEREOF, the parties, having read this Agreement and reviewed it with an advisor of their own choice, and having understood the terms and conditions set forth in this Agreement, have signed this Agreement on the date first written above.