IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first written below.

LICENSOR: A-1 CIGAR BAR AND LOUNGE

A-1 Cigar Bar & Lounge MEMBERSHIP Agreement This MEMBERSHIP AGREEMENT (the "Agreement"), dated as of the date set forth below, is made by and between A-1 Cigar Bar & Lounge Inc. (the "Licensor"), a Texas Corporation, having a principal place of business located at 5632 Richmond Ave, Houston, Tx 77057 (the "Lounge") and the individual or Person set forth below (the "Licensee"

WHEREAS, the Licensor is a retail cigar business and Lounge, and in connection therewith, licenses' cigar lockers to important clients on the terms and condition contained herein; and WHEREAS, the Licensee desires to license a cigar locker to the Client, subject to the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Licensor and the Licensee (collectively, the "Parties", and each, individually, a "Party") hereby agree as follows:

1. Cigar Locker License. During the term (as defined below) and in accordance with the terms of this Agreement, the Licensor hereby licenses to the Licensee the right to utilize the cigar locker identified below in Exhibit A, attached hereto and made a part hereof, and those additional benefits described below. Such license shall not be transferable by the Licensee for any reason.

3. Term. The initial term (the "Initial Term") of the Agreement shall commence as of the date set forth below (the "Commencement Date") and, unless terminated sooner as provided herein, shall expire on the 1 year  anniversary of the Commencement Date.

4.  Breach. The Licensee agrees that the Licensee, including his or her guests, shall not do any of the following, each of which shall be a breach of this Agreement: (i) place any cigar or other product in a cigar locker that violates any laws, statues, ordinances, regulations, or terms of this Agreement; (ii) engage in any conduct that is detrimental to the Licensor, its employees, its customers, its other licensees and/or the Store, or conduct deemed undesirable or unsuitable, each as determined by the Licensor in its sole discretions; or (iii) cause any damage to the cigar locker; or (iv) commit any violation of law or engage in any other activity that could jeopardize any license, permit or right of the Licensor; or (v) All members and guests my not at any time dress outside outside for the permitted dress code; or (vi) Conduct themselves in a manor that is not conducive to the brand or ambiance of A-1 Cigar Bar and Lounge. All patrons shall conduct themselves with Decorum at all times while on any part of the Premises of A-1 Cigar Bar and Lounge. The Licensor reserves the right to access all cigar lockers at any time, and to discard items in the Licensee's cigar locker if the storage of such items violates the terms of this Agreement.

 

5.  Termination. The Licensee may terminate this Agreement at any time; in such event, the fee shall not be refunded. In the event of a breach of the terms of this Agreement by the Licensee, the Licensor may terminate this Agreement upon written notice. Upon the expiration of termination of this Agreement, the Licensee shall empty the cigar locker, leave it in good condition and return any keys to the Locker. In the event that the Licensee fails to do so, the Licensor shall have the right to access and empty the cigar locker, discard any items contained therein, change any locks and/or combinations related to the cigar locker, and license the cigar locker to other licensees. In the event of the breach of this Agreement, including without limitation the violation of any provisions contained herein, the Licensor shall have the right to charge the Licensee's credit card for any costs related thereto.

Standard Membership: $2000.00 For 12 Months

* Lounge Access until Close

* Invitations to All Tastings and Special Events.

* 15% Discount on Box Cigar Purchases and Drinks.

* Free WiFi.

* Priority Member Parking.

* Monthly Cigar From Limited Cigar Alliance.

*Member Only Events.

*First Right of Refusal for Renewal at Updated Locker Rates and Terms.

* Special event pricing.

* Free Bottle Service.

* Locker With Engraved Nameplate.

* Free Member Hosted Parties.

6. Indemnification. The Licensee shall indemnify, define and hold harmless the Licensor, its affiliates and their respective members, shareholders, directors, officers, employees, representatives and agents, from and against any and all claims, suits, causes of action, demands, damages, injuries, losses, liabilities, judgements, costs, and expenses, including attorney fees, based on, arising from and/or related to the negligence, willful misconduct and/ or unlawful acts or omissions of the Licensee, including his, her or its employees and guest, and/or their use of the cigar locker, the lounges, the conference room and/or the Store premises.

7.  Miscellaneous. (a) This Agreement shall be governed by and constructed and enforced in accordance with the laws of the State of Texas without giving effect to the conflicts of laws principles thereof. The parties expressly agree that exclusive jurisdiction for any dispute between the parties relating in any way to this Agreement resides in the state and federal courts located in Brazoria County in the State of Texas, and that venue is proper in such courts. The parties expressly consent and submit to the personal jurisdiction of such courts, and provide that they will not raise any claim of inconvenient forum. (b) The Licensee may not assign this Agreement without the prior written consent of the Licensor. (c) This Agreement shall be effective solely upon full execution hereof as follows: (i) on behalf of Licensor, by both an officer or Licensor and the store manager (or owners), in the appropriate signature blocks set forth below; and (ii) on behalf of Licensee, if an Individual License, by the Individual Licensee where indicated below, or if a Corporate License, by an officer of such company, where indicated below.