Office Co-Sharing License Agreement

Parties

This Office Co-Sharing License Agreement ("License Agreement") is made as of the date Licensee electronically accepts it (the "Effective Date"), by and between Early Birds, LLC, a Missouri Limited Liability company, having its office at 100 S. High Street, Jackson, MO 63755 ("Grantor"), and the individual or entity who completes the online signup ("Licensee"), at the email and address provided during signup.

Recitals

WHEREAS, Grantor entered into that certain lease agreement dated 12/1/2025 (the "Lease") between McQuade Enterprises, LLC (hereinafter "Landlord"), as landlord, and Grantor, as tenant, of the office building (the "Building") situated on that certain property located at 100 South High Street, Jackson, Missouri 63755 (the "Premises"); and

WHEREAS, Licensee has requested, and Grantor has agreed to grant, a license of a portion of the Building and Premises to Licensee, subject to the following terms and conditions and without creating any tenancy, landlord-tenant relationship, or interest in the Building or Premises.

NOW, THEREFORE, Grantor and Licensee agree as follows:

1. Grant of License; Use Restrictions

Subject to all of the terms and conditions of this License Agreement, Grantor grants to Licensee a temporary, non-exclusive, revocable and non-assignable license (the "Subscription") to use the portion of the Premises shown on Exhibit "A" below (the "License Area") for purposes of general office and professional business purposes only, and for no other purpose or use, with access to the License Area through the Premises. Licensee shall use the License Area in compliance with all applicable laws, facility rules (as may be amended by Grantor from time to time), and this License Agreement. Access to hallways, restrooms, kitchens, and other common areas of the Premises is incidental to Licensee's use of the License Area and does not grant any exclusive or guaranteed right of use.

2. License Area

Licensee acknowledges that the License Area shall be in its "as is" condition existing on the Effective Date and Grantor has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to prepare the License Area for Licensee's use thereof.

3. Subscription and Term

AUTO-RENEWAL NOTICE: This Subscription automatically renews each month at the then-current Subscription Fee until terminated. Licensee may cancel at any time as set forth in Section 23 (Cancellation by Licensee).

The Subscription shall commence on the Effective Date and shall continue for an initial monthly term beginning on the Effective Date and ending on the day immediately preceding the same calendar day of the following month ("Initial Term"); provided, however, that if the following month does not contain the same calendar day, the Initial Term shall end on the last day of the following month. Upon the expiration of the Initial Term, the Subscription shall automatically renew for successive monthly terms until terminated.

4. Subscription Fee

The amount of the subscription fee (the "Subscription Fee") shall be the amount displayed to Licensee during signup and on Grantor's website at https://www.earlybirds.com/coworking. The Subscription Fee shall be due and payable on the Effective Date and on the first day of each renewal term thereafter. The Subscription Fee and all other charges due to Grantor hereunder shall not be prorated for partial months or partial renewal terms. The Subscription Fee includes the services indicated on Exhibit "B" below, as included in the Subscription Fee. Grantor may change the Subscription Fee or Service Charges (defined in Section 5 below) with thirty (30) days' notice to Licensee.

5. Service Charges

In addition to the Subscription Fee, Licensee may choose to pay for additional services offered by Grantor indicated on Exhibit "B" as not included in the Subscription Fee (such additional fees the "Service Charges").

6. Conference Room Use and Reservation

Licensee may use shared conference rooms within the Building subject to availability and in accordance with Grantor's Conference Rooms Policy, as may be amended from time to time. The Conference Rooms Policy is incorporated into this License Agreement by reference as if fully set forth herein.

7. Access

Upon payment of the Subscription Fee for the Initial Term, Licensee shall be provided with mobile access credentials through a designated smartphone application, enabling keyless entry to the License Area and permitted portions of the Premises ("Access Credentials").

Licensee's access rights are conditioned upon timely payment of all Subscription Fees and Service Charges. Grantor may suspend or terminate Access Credentials immediately, without notice or liability, upon Licensee's failure to pay any Subscription Fee when due or upon any breach of this License Agreement or Grantor's Access and Security Policy.

Licensee's use of Access Credentials and access to the Building and Premises shall at all times be governed by Grantor's Access and Security Policy, as may be amended from time to time. The Access and Security Policy is incorporated into this License Agreement by reference as if fully set forth herein.

8. Guests

Licensee may host guests, clients, vendors, or invitees ("Guests") only in accordance with Grantor's Guest Policy, as may be amended from time to time.

Licensee is responsible for the conduct of all Guests and for ensuring their compliance with the Guest Policy and this License Agreement at all times. Any violation of the Guest Policy by a Guest shall be deemed a violation of this License Agreement by Licensee.

9. Internet and Network Acceptable Use

Licensee is permitted to access Grantor's wired and wireless internet and network services (the "Network") solely in accordance with Grantor's Acceptable Use Policy, as may be amended from time to time.

Licensee agrees to comply with the Acceptable Use Policy and acknowledges that any violation of the Acceptable Use Policy shall constitute a material breach of this License Agreement. Grantor reserves the right to suspend or terminate Licensee's Network access, without liability, for any actual or suspected violation of the Acceptable Use Policy or to protect the security, integrity, or operation of the Network.

10. Maintenance; Rules and Regulations

Licensee shall not damage the License Area, Building or Premises and shall keep the License Area and Premises in a good, clean and safe condition. Licensee acknowledges that the License Area is non-exclusive and agrees that Licensee or Licensee's guests or invitees shall not use the License Area, or the portion of the Premises in which the License Area is located, in a way that, in Grantor's sole discretion, offends, disturbs or detracts from other Licensee use or injures the image of the Building or the Premises. Licensee shall comply with all rules and regulations made by Grantor from time to time, and with all laws, ordinances, rules, regulations and code requirements imposed by any governmental authority.

11. Indemnification

Except to the extent caused by the gross negligence or willful misconduct of the Grantor, Licensee shall indemnify, defend and hold harmless Grantor, Landlord and Grantor's and Landlord's principals, members, officers, employees, directors, agents, ground lessors, mortgagees, and all of their successors and assigns, from and against all legal actions, liabilities, obligations, causes of action, damages, penalties, claims, costs, charges and expenses, including reasonable attorneys' fees and disbursements, which may arise in any manner out of Licensee's use or operation of the License Area or this License Agreement, and/or in connection with loss of life, bodily or personal injury or property damage (including damage to the License Area) arising from or out of all acts, failures, omissions or negligence of Licensee, or Licensee's agents, invitees, employees or contractors. The indemnification provisions set forth herein shall survive the expiration or termination of the License and License Agreement.

12. Termination of License Agreement

Grantor may terminate this License Agreement on not less than ten (10) days prior written notice to the Licensee, without cause and for any reason or no reason. In such event and upon the date specified in the notice as the termination date (which date shall be deemed to be the Expiration Date), the Subscription Fee and any Service Charges shall be pro-rated for the month in which such without-cause termination has occurred. If Licensee has prepaid the Subscription Fee or any Service Charges for a period beyond the Expiration Date, Grantor shall issue a prorated refund within seven (7) days of Licensee's written request.

Grantor may terminate this License Agreement if Licensee has defaulted under or breached any provision of this License Agreement, at any time and with or without notice to Licensee (which date shall be deemed to be the Expiration Date). In the event of such a for-cause termination, Licensee shall remain liable for all unpaid Subscription Fees and Service Charges and, without limiting any of Grantor's rights or remedies, shall not be entitled to any refund of any Subscription Fees or Service Charges.

Upon termination of this Agreement pursuant to this Section or upon the expiration of the term, the License shall be deemed to be revoked, Licensee shall quit all use and occupancy of the License Area, Building, and Premises, and Licensee shall no longer have access to the License Area, Building or Premises.

13. Remedies

Upon the expiration or earlier termination of this License Agreement, Grantor shall have the immediate right (i) to remove Licensee and any persons claiming rights through or under Licensee and their property from the License Area, Building and Premises, to revoke the Access Credentials, and to lock the License Area and bar Licensee and all persons claiming rights through or under Licensee from entering and/or using or occupying the License Area; and (ii) all other remedies available to Grantor at law and in equity including, but not limited to, the recovery of all fees and other sums payable to Grantor under this License Agreement. Licensee understands and agrees that no prior or subsequent court order or approval shall be necessary in connection with any self-help or reclamation remedy exercised by Grantor. All rights and remedies of Grantor herein or at law and/or equity are cumulative. Licensee shall be liable for costs, fees (including reasonable attorney's fees and disbursements) and expenses incurred by Grantor in connection with the enforcement of any and all terms of this License Agreement.

14. End of Term

Upon the expiration or earlier termination of this License Agreement, Licensee shall remove all of Licensee's property from the License Area and deliver the License Area to Grantor vacant, in broom clean condition and in the condition in which the License Area was on the Effective Date. If Licensee does not then vacate and surrender the License Area to Grantor as provided herein, then Licensee shall reimburse Grantor for all costs and expenses incurred by Grantor in connection with placing the License Area in the condition as provided in this License Agreement.

15. Waiver of Responsibility

Neither Grantor nor its principals, members, officers, employees, directors, agents, ground lessors, mortgagees, nor any of their successors and assigns, shall be liable for, and Licensee for itself and its invitees or guests hereby waives, all claims for loss or damage, economic or otherwise, to Licensee's business or damage to person or property, sustained by Licensee or any person claiming by, through or under Licensee, resulting from any accident, loss of service or occurrence in, on or about the Building, Premises or License Area. Licensee agrees to assume all risk, for itself and its invitees or guests, associated with the use of the License Area and such other portions of the Building and/or the Premises as Licensee may be entitled to use, at Licensee's own risk.

16. Notices

All notices required or permitted under this License Agreement shall be in writing and may be delivered by email. Notices to Grantor shall be sent to help@earlybirds.com. Notices to Licensee shall be sent to the email address used by Licensee to sign up for the Subscription. Notice shall be deemed given on the date sent, provided that the sender does not receive an automatic message indicating that the email was not delivered.

17. Alterations

Licensee shall make no decoration, alteration, addition or improvement in the License Area.

18. Assignment or Sublicensing

Licensee may not: (a) assign its interest in the License or this License Agreement, (b) sublicense all or any portion of the License Area, or (c) except as otherwise permitted hereunder, permit any other person or business to use all or any portion of the License Area.

19. License

Licensee understands and agrees that this License Agreement, and the License granted hereunder, is not a lease, it does not establish a landlord-tenant relationship between the parties, and that Grantor has no interest or estate (other than a leasehold estate) in any real property at the Premises. Licensee further understands and agrees this License Agreement, as a license, is not subject to any landlord-tenant laws. Licensee hereby waives the right to receive any and all notices that it would be entitled to receive if it were a tenant under a lease. This License Agreement, and the rights of Licensee hereunder, are subject and subordinate in all respects to the Lease, as well as all present and future underlying leases and mortgages in any way relating to the Premises or Building.

20. Limitation of Liability

Notwithstanding anything to the contrary contained in this License Agreement, Grantor's liability hereunder is expressly limited to the sum of all Subscription Fees and Service Charges actually received by Grantor from Licensee pursuant to this License Agreement.

21. No Oral Modification

Except as may otherwise be expressly provided herein, this License Agreement may be amended or modified only by a writing signed by both parties hereto.

22. Representations

Licensee acknowledges that Grantor has made no representations regarding the Building, the Premises, the License Area or any other subject in this License Agreement except as expressly provided herein.

23. Cancellation by Licensee

Licensee may cancel the Subscription at any time by submitting written notice to Grantor at help@earlybirds.com, by canceling through any self-service mechanism made available by Grantor, or by the cancellation method described on Grantor's website at https://www.earlybirds.com/coworking. Cancellation takes effect at the end of the then-current monthly billing period for which Licensee has paid; Licensee retains access to the License Area until that period ends. Subscription Fees and Service Charges already paid are not refundable except as expressly provided in this License Agreement.

24. Insurance

Licensee is responsible for insuring its own personal and business property kept at or used on the Premises. Licensee is encouraged to maintain commercial general liability insurance covering its operations and use of the Premises. Grantor may, at its discretion and on reasonable notice, require any Licensee whose use of the License Area materially increases risk to Grantor or to other licensees — for example, by holding in-person client meetings on the Premises, operating equipment, or hosting events — to provide a certificate of insurance naming Grantor as additional insured.

25. Member Conduct and Non-Solicitation

Licensee, Licensee's employees, and Licensee's Guests shall conduct themselves professionally and respectfully at all times while on the Premises. Harassment, discrimination on the basis of race, color, religion, sex, national origin, age, disability, or any other protected characteristic, threatening or violent behavior, and disruptive or abusive conduct are strictly prohibited.

Licensee shall not solicit other licensees, members, or their guests for commercial purposes unrelated to Licensee's normal business, and shall not conduct door-to-door sales, fundraising, or recruiting on the Premises without Grantor's prior written consent. Grantor may revoke this License, suspend Access Credentials, or remove Licensee or Licensee's Guests from the Premises immediately and without refund for violations of this Section.

26. Privacy

Personal information Grantor collects in connection with this License Agreement is governed by Grantor's Privacy Policy, as may be amended from time to time. The Privacy Policy is incorporated into this License Agreement by reference.

27. Force Majeure

Grantor shall not be liable for any failure or delay in performance of its obligations under this License Agreement caused by events beyond Grantor's reasonable control, including without limitation: acts of God, natural disasters, fire, flood, severe weather, pandemic, epidemic, war, terrorism, civil unrest, government orders or actions, labor disputes, utility failures, telecommunications outages, or Landlord actions or restrictions (each a "Force Majeure Event").

During the continuance of a Force Majeure Event, Grantor's performance obligations shall be suspended and Licensee shall remain obligated to pay the Subscription Fee, except that if a Force Majeure Event prevents Licensee from accessing the License Area for more than thirty (30) consecutive days, Licensee may terminate this License Agreement upon written notice to Grantor and receive a pro-rated refund of any prepaid Subscription Fee covering the period during which access was prevented.

28. Dispute Resolution

(a) Informal Resolution. The parties agree to attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this License Agreement (each, a "Dispute") through informal negotiation. Either party may initiate informal resolution by sending written notice to the other describing the Dispute. The parties shall negotiate in good faith for at least thirty (30) days after such notice before pursuing any further remedy.

(b) Binding Arbitration. Except as set forth in subsection (d) below, any Dispute that is not resolved through informal negotiation shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator. The seat of arbitration shall be in Cape Girardeau County, Missouri, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

(c) Class Action Waiver. Disputes shall be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator shall have no authority to consolidate or hear claims of more than one person and may not award relief other than for the individual party seeking relief.

(d) Carve-Outs. Notwithstanding the foregoing, either party may: (i) bring a Dispute in small claims court in Cape Girardeau County, Missouri, for any matter that qualifies under the jurisdictional limits of that court; or (ii) seek injunctive or equitable relief in a court of competent jurisdiction to protect Access Credentials, intellectual property, or the Premises from imminent harm.

(e) Severability of this Section. If subsection (c) (Class Action Waiver) is held to be unenforceable as to any particular Dispute, then this Section 28 in its entirety shall be null and void as to that Dispute, and that Dispute shall instead be resolved by a court of competent jurisdiction pursuant to Section 31 (Governing Law).

29. Severability

If any provision of this License Agreement shall be deemed unenforceable, it is the intent of the parties that the remainder of this License Agreement shall be enforceable to the maximum extent permitted by law.

30. Counterparts; PDF Signatures and Electronic Means

This License Agreement may be executed in counterparts each of which shall be deemed an original and all counterparts together shall constitute the same instrument. Any signature transmitted by e-mail (in PDF format) or other electronic means — including electronic acceptance via the signup form on Grantor's website — shall be considered to have the same legal and binding effect as any original signature.

31. Governing Law

This License Agreement shall be governed by the laws of the State of Missouri, without regard to conflict of laws principles.

Exhibit A — Layout of License Area

The License Area is the open work area on the main level of the Building at 100 S High Street, Jackson, Missouri, shaded in the floor plan below.

Exhibit B — Services

Services Included in Subscription Fee

• Heating and Air Conditioning
• Electricity, Water, and Internet
• Ordinary office cleaning and trash removal
• Use of common areas of the Premises
• Rooms designated as "Quiet rooms" with signage — Limited on a non-reservable, first-come, first-served basis. Licensees shall use these office facilities in a considerate manner and for reasonable periods only, not to exceed 15 minutes in duration, and be considerate of the needs of other licensees. Management reserves the right to request a licensee to vacate a quiet room if his/her usage is preventing others from reasonable access.
• Coffee and refreshment services — Coffee and other refreshments will often be available, but it is not guaranteed or may run out from time to time.

Services Not Included in Subscription Fee

• Printing and copying services — Not available at this time.
• Mail and package receiving — $25.00/month. See the Mail and Package Acceptance Policy for details.

Grantor may modify this License Agreement from time to time. The current version is the one published at this URL with the revision date shown above. Continued use of the Subscription after changes are posted constitutes acceptance of the revised Agreement.