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Home My WebLink About12-15-2025 Board of Adjustments Agenda Packet Council Chambers, Fairhope Municipal Complex, 161 N Section St For more information, please visit: fairhopeal.gov/departments/planning-and-zoning Sherry Sullivan Mayor Council Members Andrea F. Booth Jack Burrell, ACMO Jimmy Conyers Joshua N. Gammon Jay Robinson Lisa A. Hanks, MMC City Clerk Kimberly Creech City Treasurer Fairhope Board of Adjustments Agenda December 15, 2025 – 5:00 PM 1. CALL TO ORDER Anil Vira, Chairman Ryan Baker Frank Lamia, Vice Chairman Donna Cook Bryan Flowers Cindy Beaudreau, Secretary 2. APPROVAL OF MINUTES • November 17, 2025 3. OLD / NEW BUSINESS OLD BUSINESS None NEW BUSINESS A. BOA 25.17 Public hearing to consider the request of the Owner, Jennifer Starling for a Special Exception - to allow for a clinic on property zoned B-2 – General Business District. The property is located at 311 Magnolia Avenue, Suite 109. The property is approximately 0.38 acres. PPIN#: 15161 4. ADJOURN November 17, 2025 Board of Adjustments Minutes The Board of Adjustments met Monday, November 17, 2025, at 5:00 PM at the City Municipal Complex, 161 N. Section Street in the Council Chambers. Present: Anil Vira, Chair; Frank Lamia, Vice-Chair; Donna Cook; Ryan Baker; Payton Rogers, Planning and Zoning Manager; Michelle Melton, City Planner and Cindy Beaudreau, Planning Clerk. Absent: Bryan Flowers Chairman Vira called the meeting to order at 5:01 PM. Approval of Minutes Frank Lamia made a motion to approve the minutes from the October 20, 2025, meeting. Rayn Baker seconded the motion and the motion carried with the following vote: Aye: Anil Vira, Frank Lamia, Donna Cook and Ryan Baker Nay: None. BOA 25.11 Public hearing to consider the request of the Applicant, Rob Littleton, acting on behalf of the Owner, Patricia Littleton, for a 10’ front setback variance and a 30’ rear setback variance. The property is approximately 0.28 acres and is located at 863 Creek Drive. PPIN #: 63531 Michelle Melton, City Planner, presented the request of the Applicant, Rob Littleton, acting on behalf of the Owner, Patricia Littleton, for a 10’ front setback variance and a 30’ rear setback variance. The property is approximately 0.28 acres and is located at 863 Creek Drive. Ms. Melton shared the aerial and zoning maps. Staff recommends approval of BOA 25.11, with the following conditions: 1. Recording of the approved variances with Baldwin County Judge of Probate. 2. Issuance of associated development permits within 365 days of variance approval. 3. Issuance of a Wetland Permit in compliance with the City of Fairhope Wetland Ordinance for any and all future renovations or new development within the wetland buffer including, but not limited to, the expansion of or connection to an existing gravel driveway. 4. On site storage of recreational vehicles shall be in full compliance with Article III D(7) of the City of Fairhope Zoning Ordinance. Rob Littleton, Applicant, 302 Poplar Place, stated that he is not planning on using the existing drive and will not be connecting to it. Chairman Vira opened the public hearing at 5:11pm. Having no one present to speak, the public hearing was closed at 5:11pm. November 17, 2025 Board of Adjustments Minutes Motion: Donna Cook made a motion to approve BOA 25.11 with staff recommendations. Frank Lamia seconded the motion and the motion carried with the following vote. Aye: Anil Vira, Frank Lamia, Donna Cook and Ryan Baker Nay: None. BOA 25.15 Public hearing to consider the request of the Owner, Mick Blackledge, for a 4’ rear setback variance. The property is approximately 0.33 acres and is located at 20105 Bunker Loop. PPIN #: 294211 Payton Rogers, Planning and Zoning Manager, presented the request of the Owner, Mick Blackledge, for a 4’ rear setback variance. The property is approximately 0.33 acres and is located at 20105 Bunker Loop. Mr. Rogers shared the aerial and zoning maps. Staff recommends denial of BOA 25.15. Mick Blackledge, Applicant, 20105 Bunker Loop, stated that he had always had a back patio with a screen and would like to add a roof and screen the area. His reasons are for mosquito protection, the deck gets hot in the summer, and they are not able to cook out during rainy season. Mr. Blackledge added that they are trying to live within the intent of the zoning and it makes more sense to attach the structure to the house rather than build an approved gazebo. Mr. Blackledge stated that the adjacent property owners do not oppose the request and listed the economic benefit of adding a roof. Ryan Baker asked if there were any circumstances related to the property. Mr. Blackledge replied that the property was a normal property. Frank Lamia asked how hard it would be to cut back the deck. Mr. Blackledge stated that it would not be that hard. Neita Blackledge added that they want to be able to appreciate the garden that had been installed by a master gardener. Anil Vira asked if they could cover the 8’ of the patio and leave the other uncovered. Payton Rogers stated yes. Chairman Vira opened the public hearing at 5:24pm. Having no one present to speak, the public hearing was closed at 5:24pm. November 17, 2025 Board of Adjustments Minutes Motion: Frank Lamia made a motion to deny BOA 25.15. Ryan Baker seconded the motion and the motion carried with the following vote. Aye: Anil Vira, Frank Lamia, Donna Cook and Ryan Baker Nay: None. Old/New Business None Adjournment Ryan Baker made a motion to adjourn. The motion carried unanimously with the following vote: Aye: Anil Vira, Frank Lamia, Donna Cook and Ryan Baker Nay: None. Adjourned at 5:26p.m. ____________________________ ________________________ Anil Vira, Chairman Cindy Beaudreau, Secretary City of Fairhope Board of Adjustments December 15, 2025 BOA 25.17 -Horizon Point Therapy Group Project Name: Horizon Point Therapy Group 1sit e Dat a: 0.38 acres Proiect Tvoe: Allow for a clinic on property zoned B-2 General Business District ,Jurisdiction: ~ai rhope Planning Jurisdiction Zoning_ District: I B-2 General Business District 1 PPIN Number: 15161 General Location: Magnolia Avenue between Church and Section Surve'{_or ol Record: N/A Enaineer of Record: N/A Owner L Deve/oe_er: Jennifer Starling School Dist rict: Fairhope Elementary School Fai rhope Middle and High Schools Recommendation: - Approved -- Prepared by: Name : M i chelle Me lt on-Nu ll -Road 0 Parcel Zoning: c:]8-2 -8-38 -P-1 c:]R-2 -R-4 l N & WW E s Page 4 of6 APPLICATION FOR BOARD OF ADJUSTMENTS Application Type: D Administrative Appeal D Special Exception D Variance Property Owner / Leaseholder Information Name: Jennifer Starling-Horizon Point Therapy Group Phone Number: ...,2_5.._1._-... 2_.9""8'--_..__7 ... 8_._1_..,_9 _____ _ Street Address: 311 Magnolia Avenue, Suite 109 jstarling.counseling@gmail.com City: Fairhope State: AL Zip: _36_5_32 _______ _ Applicant / Agent Information If different from above. Notarized letter from property owner is required if an agent is used for representation. Name: Phone Number: Street Address: City: State: Site Plan with Existing Conditions Attached: Site Plan with Proposed Conditions Attached: Variance Request Information Complete: Names and Address of all Real Property Owners Zip : YES NO YES NO YES NO within 300 Feet of Above Described Property Attached: YES NO Applications for Administrative Appeal or Special Exception: Please attach as a separate sheet(s) information regarding the administrative decision made or information regarding the use seeking approval. Please feel free to be as specific or as general as you wish in your description. This information will be provided to the Board before the actual meeting date. It is to your benefit to explain as much as possible your position or proposal. I certify that I am the property owner/leaseholder of the above described property and hereby submit this application to the City for review. *If property is owned by Fairhope Stngle Tax C?rp. an tho • ed Single Tax representative shall s· this app • atio . lf\~ ·nted Name Date Fairhope Single Tax Corp. (If Applicable) ~ /U~Y'-?>~~r~-f lt (7 /2-02-S" VARIANCE REQUEST INFORMATION What characteristics of the property prevent / preclude its development?: D Too Narrow D Too Small D Too Shallow D Elevation D Slope D Shape □ Soil D Subsurface [XI Other (specify) How do the above indicated characteristics preclude reasonable use of \\'A\ ' \ Page S of6 What type of variance are you requesting (be as specific as poss ible)? ~ ~~f~~Jli!hE~tfr~rt;J~ Hardship (taken from Code of Alabama 1975 Section 11-52-80): ''To authorize upon appeal in specific cases such variance from the terms of the (zoning) ordinance as will not be contrary to the public interest, where, owing to special conditions, a literal enforcement of the provision of the (zoning) ordinance will result in unnecessary hardship and so that the spirit of the (zoning) ordinance shall be observed and substantial justice done." BOA Fee Calculation: Residential Commercial Filing Fee: $100 $500 Publication: $20 $20 TOTAL: $ I certify that I am the property owner/leaseholder of the above described property and hereby submit this application to the City for review. *If property is owned by Fairhope Single Tax Corp. an authorized Single Tax representative shall sign this ap ·catio .-.-- ted Name Date p. (If Applicable) f- j_e.L, ~ ~v--?res tc:i 11 /?/u:,2,~ CITY OF FAIRHOPE P.O. Box429 Fairhope, AL 36533 (251) 928-8003 BOARD OF ADJUSTMENTS & APPEALS APPLICATION Page 2 of6 BOARD OF ADJUSTMENTS (BOA) APPLICATION Authority: The City of Fairhope is authorized under the Code of Alabama, 1975 to create and establish a Board of Adjustment whose duties are quasi-judicial. Public Notice: All BOA applications are required by State Law to give notice in both the newspaper and to all real property owners with 300 feet of the proposed change. The cost of this notice is paid by the applicant. All notice charges are paid at the time of application submission. The BOA must conduct public hearings in conjunction with all applications. At the time of the BOA meeting all interested persons will be given the opportunity to speak either pro or con for the proposal. BOA Functions: The BOA performs several functions: I)" hear and decides appeals from a decision made by an administrative official of the City of Fairhope; 2) hear and decide on granting special exceptions as permitted in the Zoning Ordinance, and; 3) authorize on appeal in specific cases variances to the regulations established in the Zoning Ordinance. Decision and Voting: The BOA is a 5 member Board . The Board will conduct a public hearing and consider the request of the applicant. The Board has three (3) options: 1) approve the request; 2) deny the request; table the request. Approval of the request requires 4 of the 5 members of the BOA to vote in favor. A simple majority does not pass. BOA Application Submission: The BOA application must be complete. An application is not considered complete unless all required documents are provided at the time of submission. An incomplete application may not be accepted by staff. Deadlines: The City of Fairhope wishes to expedite the BOA process in the best and most effective manner possible. To that end, it is important that deadline times and dates are adhered to by the applicant (refer to the attached schedule for dates and times) Page 3 of6 BOARD OF ADJUSTMENTS (BOA) FLOW CHART Consultation with Staff BOA Application Submittal Staff Review of Submission BOA Consideration of Application Disapproval Appeal must be filed at Circuit Court and notice given to BOA of appeal within 15 days of Hearing Approval Completed Application Site Plan with Existing Conditions Site Plan with Proposed Layout Map of adjacent properties with zoning Names and addresses of property owners within 300 ft. BOA 25.17 – Horizon Point Therapy Group December 15, 2025 Page 1 of 4 SUMMARY OF REQUEST Public hearing to consider the request of the Owner, Jennifer Starling for a Special Exception - to allow for a clinic on property zoned B-2 – General Business District. The property is located at 311 Magnolia Avenue, Suite 109. The property is approximately 0.38 acres. SITE HISTORY There are no known Board of Adjustments cases affiliated with this site. STAFF COMMENTS Clinics in B-2 districts are “permitted only on appeal and subject to special conditions” in the Zoning Ordinance. B-2 Districts and Clinics are defined as follows: “Clinic – a place used for the care, diagnosis and treatment of ailing, infirm, or injured persons, and those who are in need of medical and surgical attention, but who are not provided with board. (p.88)” “B-2, General Business District: This district is intended to provide opportunity for activities causing noise and heavy traffic, not considered compatible in the more restrictive business district. These uses also serve a regional as well as a local market and require location in proximity to major transportation routes. Recreational vehicle parks, very light production and processing activities are included. (p. 16)” Article II, Section A(4)(d)(2) describes the duty and power of the BOA that is applicable to this case. “Special Exceptions - To hear and decide special exceptions to the terms of this ordinance upon which the board is required to pass under this ordinance.” The Subject Property is located within the Central Business District within an established building (see Exhibits). The Applicant requests to operate a counseling clinic for marriage and family therapy. Applicant is qualified to diagnose persons and will be diagnosing clients/patients in line with the definition of a clinic; however, Applicant will not be prescribing medication. The Applicant will refer clients/patients to practitioners that are able to prescribe medication. The clinic will operate normal office business hours and will be by appointment only. BOA 25.17 – Horizon Point Therapy Group December 15, 2025 Page 2 of 4 SPECIAL EXCEPTION CONSIDERATIONS Article II Section C.3.e(2) of the City of Fairhope Zoning Ordinance states that any other application (i.e. Administrative Appeal or Special Exception) shall be reviewed by the Board of Adjustments under the following criteria: 1) Compliance with the Comprehensive Plan; 2) Compliance with any other approved planning document; 3) Compliance with the standards, goals, and intent of this ordinance; 4) The character of the surrounding property, including any pending development activity; 5) Adequacy of public infrastructure to support the proposed development; 6) Impacts on natural resources, including existing conditions and ongoing post-development conditions; 7) Compliance with other laws and regulations of the City; 8) Compliance with other applicable laws and regulations of other jurisdictions; 9) Impacts on adjacent property including noise, traffic, visible intrusions, potential physical impacts, and property values; and 10) Impacts on the surrounding neighborhood including noise, traffic, visible intrusions, potential physical impacts, and property values. 11) Overall benefit to the community; 12) Compliance with sound planning principles; 13) Compliance with the terms and conditions of any zoning approval; and 14) Any other matter relating to the health, safety, and welfare of the community. Recommendation: Based on the preceding, Staff recommends APPROVAL of BOA 25.17 Horizon Point Therapy Group Special Exception to allow a marriage and family counseling clinic in a B-2, General Business District. EXHIBITS BOA 25.17 – Horizon Point December 15, 2025 Page 3 of 4 Excerpt from Table 3-1 Use Table Zoning Districts R-A R-1 (a, b, c) R-2 R-3 TH R-3 PGH R-3 R-4 R-5 R-6 B-1 B-2 B-3a B-3b B-4 M-1 M-2 Retail (cont.) Automobile Service Station ○ ○ ○ ○ Outdoor Sales Limited ○○○ ○○○ Garden Center ○○○○ Service ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ Clinic ○○○○○○○○○○○ ○ ○ ○ ○ ○ ○ ○ ○ ● ○ ○ ○ ○○○○○○○○○○○○ ● Allowed By-Right per Zoning Ordinance standards & conditions э Subject to special conditions as detailed in Zoning Ordinance ○ Dist EXHIBITS BOA 25.17 – Horizon Point December 15, 2025 Page 4 of 4 Google Streetview last visited on December 2, 2025. I, ..,,,. J •• ,., ,. M,.._, saca.sc pti 560 S38.15lt,J L.l~,-~C-~~i~t- ... 109 ~ 12.5"161 l9 J ,.,.., t; S815 Stt 106& •• ,e OOC'n,:.t\CI i:,5•16t 19 134 tlSl2.J2 11 • ~319lfQW3W c»,l,M..ktObGle ·-L_ ' Sic 102 '"' ,o ,., • ........ $600ptl5a1~ s,, 56/ISI s,. 1t6 15· • -St!IOP" $-4150 SJ,3.tS t.1 Ste: 11s t6•t~ 1 9 ~ .,, . ,__ .-..,-- i .. ti - _,.-,-7,U" $,e t(ltJ 14·,e 119 , ......... !~.740hW s • ,-c. /-' ,.., .. U."l6 l 19 -.,enL..., s.&210nt Slit 1014 ~• 101 -i . __ ,. -!. r Ii I ,6·1a 11t 2.a .. 1 ftm95"1tt ~ r 34l•I' USM .... moo sc.a,~4'. ,'1• )UU t::-=1-i:.:-:!l:--:::--:::::--:::--:-:--:--,c_-11 ~ •.. ,a,.,....""'""""' ~-!;-" ,..& IRS DEPARTMENT OF THE TREASURY fJJtlll INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0023 HORIZON POINT THERAPY GROUP LLC JENNIFER HOLT STARLING SOLE MBR 11360 DEBORAH STEELE LN FAIRHOPE, AL 36532 Date of this notice: 08-06-2025 Employer Identification Number: 39-3613133 Form: SS-4 Number of this notice: CP 575 G For assistance you may call us at: 1-800-829-4933 IF YOU WRITE, ATTACH THE STUB AT THE END OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Thank you for applying for an Employer Identification Number (EIN). We assigned you EIN 39-3613133. This EIN will identify you, your business accounts, tax returns, and documents, even if you have no employees . Please keep this notice in your permanent records. Taxpayers request an EIN for their business. Some taxpayers receive CP575 notices when another person has stolen their identity and are opening a business using their information. If you did not apply for this EIN, please contact us at the phone number or address listed on the top of this notice. When filing tax documents, making payments, or replying to any related correspondence, it is very important that you use your EIN and complete name and address exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN. If the information is not correct as shown above, please make the correction using the attached tear-off stub and return it to us. A limited liability company (LLC) may file Form 8832, Entity Classification Election, and elect to be classified as an association taxable as a corporation. If the LLC is eligible to be treated as a corporation that meets certain tests and it will be electing S corporation status, it must timely file Form 2553, Election by a Small Business Corporation. The LLC will be treated as a corporation as of the effective date of the S corporation election and does not need to file Form 8832. To obtain tax forms and publications, including those referenced in this notice, visit our Web site at www.irs.gov. If you do not have access to the Internet, call 1-800-829-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office. Wes Allen Secretary of State P.O. Box 5616 Montgomery, AL 36103-5616 STATE OF ALABAMA I, Wes Allen, Secretary of State of Alabama, having custody of the Great and Principal Seal of said State, do hereby certify that pursuant to the provisions of Title l0A, Chapter 1, Article 5, Code of Alabama 1975, and upon an examination of the entity records on file in this office, the following entity name is reserved as available: Horizon Point Therapy Group LLC This name reservation is for the exclusive use ofLegalzoom.com, Inc., 11501 Domain Dr, Ste 200, Austin, TX 78758 for a period of one year beginning August 06, 2025 and expiring August 06, 2026 RES23461 l In Testimony Whereof, I have hereunto set my hand and affixed the Great Seal of the State, at the Capitol, in the city of Montgomery, on this day. August 06, 2025 Date Wes Allen Secretary of State Company Agreement Horizon Point Therapy Group LLC, an Alabama Limited Liability Company THIS COMP ANY AGREEMENT of Horizon Point Therapy Group LLC (the "Company") is entered into as of the date set forth on the signature page of this Agreement by each of the Members listed on Exhibit A of this Agreement. A. The Members have formed the Company as an Alabama limited liability company under the Alabama Limited Liability Company Law of 2014. The purpose of the Company is to conduct any lawful business for which limited liability companies may be organized under the laws of the state of Alabama. The Members hereby adopt and approve the Certificate of Formation of the Company filed with the Alabama Secretary of State. B. The Members enter into this Agreement to provide for the governance of the Company and the conduct of its business, and to specify their relative rights and obligations. ARTICLE 1: DEFINITIONS Capitalized terms used in this Agreement have the meanings specified in this Article 1 or elsewhere in this Agreement and if not so specified, have the meanings set forth in the Alabama Limited Liability Company Law of 2014. "Agreement" means this Company Agreement of the Company, as may be amended from time to time. "Capital Account" means, with respect to any Member, an account consisting of such Member's Capital Contribution, (1) increased by such Member's allocated share of income and gain, (2) decreased by such Member's share of losses and deductions, (3) decreased by any distributions made by the Company to such Member, and (4) otherwise adjusted as required in accordance with applicable tax laws. "Capital Contribution" means, with respect to any Member, the total value of (1) cash and the fair market value of property other than cash and (2) services that are contributed and/ or agreed to be contributed to the Company by such Member, as listed on Exhibit A, as may be updated from time to time according to the terms of this Agreement. "Exhibit" means a document attached to this Agreement labeled as "Exhibit A," "Exhibit B," and so forth, as such document may be amended, updated, or replaced from time to time according to the terms of this Agreement. "Member" means each Person who acquires Membership Interest pursuant to this Agreement. The Members are listed on Exhibit A, as may be updated from time to time according to the terms of this Agreement. Each Member has the rights and obligations specified in this Agreement. "Membership Interest" means the entire ownership interest of a Member in the Company at any particular time, including the right to any and all benefits to which a Member may be entitled as provided in this Agreement and under the Alabama Limited Liability Company Law of 2014, together with the obligations of the Member to comply with all of the terms and provisions of this Agreement. "Ownership Interest" means the Percentage Interest or Units, as applicable, based on the manner in which relative ownership of the Company is divided. "Percentage Interest" means the percentage of ownership in the Company that, with respect to each Member, entitles the Member to a Membership Interest and is expressed as either: A. If ownership in the Company is expressed in terms of percentage, the percentage set forth opposite the name of each Member on Exhibit A, as may be adjusted from time to time pursuant to this Agreement; or B. If ownership in the Company is expressed in Units, the ratio, expressed as a percentage, of: (1) the number of Units owned by the Member (expressed as "MU" in the equation below) divided by (2) the total number of Units owned by all of the Members of the Company (expressed as "TU" in the equation below). MU Percentage Interest = TU "Person" means an individual (natural person), partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign. "Units" mean, if ownership in the Company is expressed in Units, units of ownership in the Company, that, with respect to each Member, entitles the Member to a Membership Interest which, if applicable, is expressed as the number of Units set forth opposite the name of each Member on Exhibit A, as may be adjusted from time to time pursuant to this Agreement. -2- ARTICLE 2: CAPITAL CONTRIBUTIONS, ADDITIONAL MEMBERS, CAPITAL ACCOUNTS AND LIMITED LIABILITY 2.1 Initial Capital Contributions. The names of all Members and each of their respective addresses, initial Capital Contributions, and Ownership Interests must be set forth on Exhibit A. Each Member has made or agrees to make the initial Capital Contribution set forth next to such Member's name on Exhibit A to become a Member of the Company. 2.2 Subsequent Capital Contributions. Members are not obligated to make additional Capital Contributions wtless unanimously agreed by all the Members. If subsequent Capital Contributions are unanimously agreed by all the Members in a consent in writing, the Members may make such additional Capital Contributions on a pro rata basis in accordance with each Member's respective Percentage Interest or as otherwise unanimously agreed by the Members. 2.3 Additional Members. A. With the exception of a transfer of interest (1) governed by Article 7 of this Agreement or (2) otherwise expressly authorized by this Agreement, additional Persons may become Members of the Company and be issued additional Ownership Interests only if approved by and on terms determined by a unanimous written agreement signed by all of the existing Members. B. Before a Person may be admitted as a Member of the Company, that Person must sign and deliver to the Company the documents and instruments, in the form and containing the information required by the Company, that the Members deem necessary or desirable. Membership Interests of new Members will be allocated according to the terms of this Agreement. 2.4 Capital Accounts. Individual Capital Accounts must be maintained for each Member, unless (a) there is only one Member of the Company and (b) the Company is exempt according to applicable tax laws. Capital Accounts must be maintained in accordance with all applicable tax laws. 2.5 Interest. No interest will be paid by the Company or otherwise on Capital Contributions or on the balance of a Member's Capital Account. 2.6 Limited Liability; No Authority. A Member will not be bound by, or be personally liable for, the expenses, liabilities, debts, contracts, or obligations of the Company, except as otherwise provided in this Agreement or as required by the Alabama Limited Liability Company Law of 2014. Unless expressly provided in this Agreement, no Member, acting alone, has any authority to undertake or assume any obligation, debt, or responsibility, or otherwise act on behalf of, the Company or any other Member. -3- ARTICLE 3: ALLOCATIONS AND DISTRIBUTIONS 3.1 Allocations. Unless otherwise agreed to by the unanimous consent of the Members any income, gain, loss, deduction, or credit of the Company will be allocated for accounting and tax purposes on a pro rata basis in proportion to the respective Percentage Interest held by each Member and in compliance with applicable tax laws. 3.2 Distributions. The Company will have the right to make distributions of cash and property to the Members on a pro rata basis in proportion to the respective Percentage Interest held by each Member. The timing and amount of distributions will be determined by the Members in accordance with the Alabama Limited Liability Company Law of 2014. 3.3 Limitations on Distributions. The Company must not make a distribution to a Member if, after giving effect to the distribution: A. The Company would be unable to pay its debts as they become due in the usual course of business; or B. The fair value of the Company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of Members, if any, whose preferential rights axe superior to those of the Members receiving the distribution. ARTICLE 4: MANAGEMENT 4.1 Management. A. Generally. Subject to the terms of this Agreement and the Alabama Limited Liability Company Law of 2014, the business and affairs of the Company will be managed by the Members. B. Approval and Action. Unless greater or other authorization is required pursuant to this Agreement or under the Alabama Limited Liability Company Law of 2014 for the Company to engage in an activity or transaction, all activities or transactions must be approved by the Members, to constitute the act of the Company or serve to bind the Company. With such approval, the signature of any Members authorized to sign on behalf of the Company is sufficient to bind the Company with respect to the matter or matters so approved. Without such approval, no Members acting alone may bind the Company to any agreement with or obligation to any third party or represent or claim to have the ability to so bind the Company. -4- C. Certain Decisions Requiring Greater Authorization. Notwithstanding clause B above, the following matters require unanimous approval of the Members in a consent in writing to constitute an act of the Company: (i) A material change in the purposes or the nature of the Company's business; (ii) With the exception of a transfer of interest governed by Article 7 of this Agreement, the admission of a new Member or a change in any Member's Membership Interest, Ownership Interest, Percentage Interest, or Voting Interest in any manner other than in accordance with this Agreement; (iii) The merger of the Company with any other entity or the sale of all or substantially all of the Company's assets; and (iv) The amendment of this Agreement. 4.2 Officers. The Members are authorized to appoint one or more officers from time to time. The officers will have the titles, the authority, exercise the powers, and perform the duties that the Members determine from time to time. Each officer will continue to perform and hold office until such time as (a) the officer's successor is chosen and appointed by the Members; or (b) the officer is dismissed or terminated by the Members, which termination will be subject to applicable law and, if an effective employment agreement exists between the officer and the Company, the employment agreement. Subject to applicable law and the employment agreement (if any), each officer will serve at the direction of Members, and may be terminated, at any time and for any reason, by the Members. ARTICLE 5: ACCOUNTS AND ACCOUNTING 5.1 Accounts. The Company must maintain complete accounting records of the Company's business, including a full and accurate record of each Company transaction. The records must be kept at the Company's principal executive office and must be open to inspection and copying by Members during normal business hours upon reasonable notice by the Members wishing to inspect or copy the records or their authorized representatives, for purposes reasonably related to the Membership Interest of such Members. The costs of inspection and copying will be borne by the respective Member. -5 - 5.2 Records. The Members will keep or cause the Company to keep the following business records. (i) An up to date list of the Members, each of their respective full legal names, last known business or residence address, Capital Contributions, the amount and terms of any agreed upon future Capital Contributions, and Ownership Interests, and Voting Interests; (ii) A copy of the Company's federal, state, and local tax information and income tax returns and reports, if any, for the six most recent taxable years; (iii) A copy of the Certificate of Formation of the Company, as may be amended from time to time ("Certificate of Formation"); and (iv) An original signed copy, which may include counterpart signatures, of this Agreement, and any amendments to this Agreement, signed by all then-current Members. 5.3 Income Tax Returns. Within 45 days after the end of each taxable year, the Company will use its best efforts to send each of the Members all information necessary for the Members to complete their federal and state tax information, returns, and reports and a copy of the Company's federal, state, and local tax information or income tax returns and reports for such year. 5.4 Subchapter S Election. The Company may, upon unanimous consent of the Members, elect to be treated for income tax purposes as an S Corporation. This designation may be changed as permitted under the Internal Revenue Code Section 1362( d) and applicable Regulations. 5.5 Tax Matters Member. Anytime the Company is required to designate or select a tax matters partner or partnership representative, pursuant to Section 6223 of the Internal Revenue Code and any regulations issued by the Internal Revenue Service, the Members must designate one of the Members as the tax matters partner or partnership representative of the Company and keep such designation in effect at all times. 5.6 Banking. All funds of the Company must be deposited in one or more bank accounts in the name of the Company with one or more recognized financial institutions. The Members are authorized to establish such accounts and complete, sign, and deliver any banking resolutions reasonably required by the respective financial institutions in order to establish an account. -6- ARTICLE 6: MEMBERSHIP VOTING AND MEETINGS 6.1 Members and Voting Rights. The Members have the right and power to vote on all matters with respect to which the Certificate of Formation, this Agreement, or the Alabama Limited Liability Company Law of 2014 requires or permits. Unless otherwise stated in this Agreement (for example, in Section 4.l(c)) or required under the Alabama Limited Liability Company Law of 2014, the vote of the Members holding at least a majority of the Voting Interest of the Company is required to approve or carry out an action. 6.2 Meetings of Members. Annual, regular, or special meetings of the Members are not required but may be held at such time and place as the Members deem necessary or desirable for the reasonable management of the Company. Meetings may be called by any Member or Members, holding 10% or more of the Percentage Interests, for the purpose of addressing any matters on which the Members may vote. A written notice setting forth the date, time, and location of a meeting must be sent at least ten (10) days but no more than sixty (60) days before the date of the meeting to each Member entitled to vote at the meeting. A Member may waive notice of a meeting by sending a signed waiver to the Company's principal executive office or as otherwise provided in the Alabama Limited Liability Company Law of 2014. In any instance in which the approval of the Members is required under this Agreement, such approval may be obtained in any manner permitted by the Alabama Limited Liability Company Law of 2014, including by conference call or similar communications equipment. Any action that could be taken at a meeting may be approved by a consent in writing that describes the action to be taken and is signed by Members holding the minimum Voting Interest required to approve the action. If any action is taken without a meeting and without unanimous written consent of the Members, notice of such action must be sent to each Member that did not consent to the action. ARTICLE 7: WITHDRAW AL AND TRANSFERS OF MEMBERSHIP INTERESTS 7.1 Withdrawal. Members may withdraw from the Company prior to the dissolution and winding up of the Company (a) by transferring or assigning all of their respective Membership Interests pursuant to Section 7.2 below, or (b) if all of the Members unanimously agree in a written consent. Subject to the provisions of Article 3, a Member that withdraws pursuant to this Section 7.1 will be entitled to a distribution from the Company in an amount equal to such Member's Capital Account. 7.2 Restrictions on Transfer; Admission of Transferee. A Member may transfer Membership Interests to any other Person without the consent of any other Member. A person may acquire Membership Interests directly from the Company upon the written consent of all Members. A Person that acquires Membership Interests in accordance with this Section 7.2 will be admitted as a Member of the Company only after the requirements of Section 2.3(b) are complied with in full. -7- ARTICLE 8: DISSOLUTION 8.1 Dissolution. The Company will be dissolved upon the first to occur of the following events: (i) The unanimous agreement of all Members in a consent in writing to dissolve the Company; (ii) Entry of a decree of judicial dissolution under Section 10-12-38 of the Alabama Limited Liability Company Act; (iii) At any time that there are no Members, unless and provided that the Company is not otherwise required to be dissolved and wound up, within 90 days after the occurrence of the event that terminated the continued membership of the last remaining Member, the legal representative of the last remaining Member agrees in writing to continue the Company and (i) to become a Member; or (ii) to the extent that the last remaining Member assigned its interest in the Company, to cause the Member's assignee to become a Member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining Member; (iv) The sale or transfer of all or substantially all of the Company's assets; (v) A merger or consolidation of the Company with one or more entities in which the Company is not the surviving entity. 8.2 No Automatic Dissolution Upon Certain Events. Unless otherwise set forth in this Agreement or required by applicable law, the death, incapacity, disassociation, bankruptcy, or withdrawal of a Member will not automatically cause a dissolution of the Company. ARTICLE 9: INDEMNIFICATION 9.1 Indemnification. The Company has the power to defend, indemnify, and hold harmless any Person who was or is a party, or who is threatened to be made a party, to any Proceeding (as that term is defined below) by reason of the fact that such Person was or is a Member, officer, employee, representative, or other agent of the Company, or was or is serving at the request of the Company as a director, Governor, officer, employee, representative or other agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise (each such Person is referred to as a "Company Agent"), against Expenses (as that term is defined below), judgments, fines, settlements, and other amounts (collectively, "Damages") to the maximum extent now or hereafter permitted under Alabama law. "Proceeding," as used in this Article 9, means any -8- threatened, pending, or completed action, proceeding, individual claim or matter within a proceeding, whether civil, criminal, administrative, or investigative. "Expenses," as used in this Article 9, includes, without limitation, court costs, reasonable attorney and expert fees, and any expenses incurred relating to establishing a right to indemnification, if any, under this Article 9. 9.2 Mandatory. The Company must defend, indemnify and hold harmless a Company Agent in connection with a Proceeding in which such Company Agent is involved if, and to the extent, Alabama law requires that a limited liability company indemnify a Company Agent in connection with a Proceeding. 9.3 Expenses Paid by the Company Prior to Final Disposition. Expenses of each Company Agent indemnified or held harmless under this Agreement that are actually and reasonably incurred in connection with the defense or settlement of a Proceeding may be paid by the Company in advance of the final disposition of a Proceeding if authorized by a vote of the Members that are not seeking indemnification holding a majority of the Voting Interests (excluding the Voting Interest of the Company Agent seeking indemnification). Before the Company makes any such payment of Expenses, the Company Agent seeking indemnification must deliver a written undertaking to the Company stating that such Company Agent will repay the applicable Expenses to the Company unless it is ultimately determined that the Company Agent is entitled or required to be indemnified and held harmless by the Company (as set forth in Sections 9.1 or 9.2 above or as otherwise required by applicable law). ARTICLE 10: GENERAL PROVISIONS 10.1 Notice. (a) Any notices (including requests, demands, or other communications) to be sent by one party to another party in connection with this Agreement must be in writing and delivered personally, by reputable overnight courier, or by certified mail (or equivalent service offered by the postal service from time to time) to the following addresses or as otherwise notified in accordance with this Section: (i) if to the Company, notices must be sent to the Company's principal executive office; and (ii) if to a Member, notices must be sent to the Member's last known address for notice on record. (b) Any party to this Agreement may change its notice address by sending written notice of such change to the Company in the manner specified above. Notice will be deemed to have been duly given as follows: (i) upon delivery, if delivered personally or by reputable overnight carrier or (ii) five days after the date of posting if sent by certified mail. 10.2 Entire Agreement; Amendment. This Agreement along with the Certificate of Formation (together, the "Organizational Documents"), constitute the entire agreement among the Members and replace and supersede all prior written and oral understandings and agreements with respect to the subject matter of this Agreement, except as otherwise required by the Alabama Limited Liability Company Law of 2014. There are no representations, agreements, arrangements, or undertakings, oral or written, between or among the Members relating to the subject matter of this Agreement that are not fully -9- expressed in the Organizational Documents. This Agreement may not be modified or amended in any respect, except in a writing signed by all of the Members, except as otherwise required or permitted by the Alabama Limited Liability Company Law of 2014 . 10.3 Governing Law; Severability. This Agreement will be construed and enforced in accordance with the laws of the state of Alabama. If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction for any reason whatsoever, (i) the validity, legality, and enforceability of the remaining provisions of this Agreement (including without limitation, all portions of any provisions containing any such unenforceable provision that are not themselves unenforceable) will not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the unenforceable provision will be deemed modified and replaced by a provision that approximates the intent and economic effect of the unenforceable provision and the Agreement will be deemed amended accordingly. 10.4 Further Action. Each Member agrees to perform all further acts and execute, acknowledge, and deliver any documents which may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement. 10.5 No Third Party Beneficiary. This Agreement is made solely for the benefit of the parties to this Agreement and their respective permitted successors and assigns, and no other Person or entity will have or acquire any right by virtue of this Agreement. This Agreement will be binding on and inure to the benefit of the parties and their heirs, personal representatives, and permitted successors and assigns. 10.6 Incorporation by Reference. The recitals and each appendix, exhibit, schedule, and other document attached to or referred to in this Agreement are hereby incorporated into this Agreement by reference. 10.7 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all of the Members signed the same copy. All counterparts will be construed together and will constitute one agreement. [Remainder Intentionally Left Blank.] -10- IN WITNESS WHEREOF, the parties have executed or caused to be executed this Company Agreement and do each hereby represent and warrant that their respective signatory, whose signature appears below, has been and is, on the date of this Agreement, duly authorized to execute this Agreement. Dated: __________ _ Signature of Jennifer Holt Starling -11- EXHIBIT A MEMBERS The Members of the Company and their respective addresses, Capital Contributions, and Ownership Interests are set forth below. The Members agree to keep this Exhibit A current and updated in accordance with the terms of this Agreement, including, but not limited to, Sections 2.1, 2.3, 2.4, 7.1, 7.2, and 10.1. Members Jennifer Holt Starling 11360 Deborah Steele Ln Fairhope, Alabama 36532 Capital Contribution -12- Percentage Interest 100% Oocusign Envelope ID: 4F19EADF-2132-42FB-B0E7-332135A78481 st1r11ng J ARTICLE I PRE~11S£S ARTICl.£1 EXAMINATION OF'LEASE ARTICLt:3 TERM AND COMMENCEMENT ARTICL.E4 RENTAL ARTICLES FACILITIES SUPPLIED BY LESSOR ARTICU:6 SECURITY LEASE AGREEMENT THIS INl)i;N ruRE OF LEASF. made and cntcr,:J into 1his !..l.lh d3y of October,~ by allll bc:twocn l)pbson M:111.ti:emsnr, LI.C lhm:~u1ftcr ref~ to o.s "Ll:SSOR"I whose .iu!llorizcd agent rs Surhng Properties, 1.1.C. with ofl"i«s lucaal 3l 7101 US--90. Sui1c 202. llaphne, AL. )6526. LESSOR. and Nnnita Stmiing LMFI (jndw1d11ally) dba 11on..,.,.. &1i_n1 Ibsrw: Group, t.l.C: il/) Alabma ljroi1cd lillhili1y company (hm111aficr rcfcm.-d to u '1.ESSEE"). WITNESSF.TH Tl IA T: The p:snics hCRto. for lhc comidenlions hcn:in:i(1cr fet fonh do he!'eb)' coven3111 :ind ;igrcc as follows: LF$SOR hc.,m,y lca;ics un10 LE.'>SEE Ille (ollowing dcscribo:d prcmiso (hcn:inaftc:r allcd "Prem lscs"J. dcscribcd as appro.dmillcly ~ square feet of otricc sp.KC. idcntificd as Suite 107 loc:Mtcl on Ille ill lloor of lll.J-lagnolip Aymue iherrinallcr ailed "Building") located at 311 Mw,olia Avcnuc. Fn,,:t,noc;, AlabllmlL ).§~~-Anadtcd hereto au;• pan hereof is ,in "F.~hibil A• which has ban 3pprovcd by LF~<;SOR and Lf.SSEE. LESSOR ~srecs w pro"idc fo, LF.SSl:E the space. amnccmcn1 and f.11:ilitics shown and sp«lficd on •F.XHl81 I A". but Ll:SSOR ttScrVCS lhc nghl al ;iny time 10 tmkc :tllcnlions or :tddit1ons 1u. ond to build olddililll\31 stories on Ibo building ;ind 10 build adjoining the same. Submission of this ins1rumcm for examination or s1gn.11ure by LESSEE docs no1 constitute a reservation of or option tor kllsc. and this instrumCIII shall not bc,;ume effective as a lease Of otherwise until execution and ddiYCf)' by both LESSOR :ind LESSEE. The tnm ofth1s Lease: sllall be for• period ofQos.Ul.x!'..if, Q1fil months, and !L(Q)_days, commencing on l!!!!!!•"' I, 2~. ;ind ending on Dcccmbq 30 2026. (I) LESSEE sb:111 p.,y LF.SSOR ;is rental tor the Pn:misc.s for1he whole 1erm hcr<0fdle S1Jm of Ten Thousand Two Hundn.-d & No/00 Ooll;rs ($1O.200.QOI Dollars. plus the additiooil paym~n,s and sums ;is hereinafter provided. The molllhly l'fflt of Eight Hun!k);d Fifty & Nc>/1()0 ISIS0.00}. 1s p:i~k: monthl)' via ACH payments. in advance on or bcfo,c the lirst day of C3Ch month durini: the term h=ufto l.l~SSOR ·, lin:anci:il insti1ulion. or~• such other pix" or manner as LESSOR m•y in wnung designate from 11mc 10 lime. withoot any pnor do:mand 1herefott . .ind wilhOUI any ~ucuon or iCloff whatsoever. A sum ai11.1l 10 the first month"s rcn1:1I installmcnl shall b<: Jcpositcd whh l,ESSOR 111 "'5Cfow nnd w11hoo1 int,:m.1 11n1il the 1crm .,f thi• l.c:tsc ,ommcn=. wh.,eupon '11Ch <urns sh.ill be the.~ apphcd by LFSSOR a,; paym'-"u .., the rin, n:ntal 1nsullmcnt llemlndcr. Sec f.allibil A. (2l lfthc term comm""c•• Olhcr than on lhc lirst ~ay of a cak:ndar mon1h. 1llcn Ll'SSEL "'311 pay pn,-rata n:nt, in Jd•<ll!Cc, for the period from such comn=m.:,11 dale u, lbc first da) 11f1hc nc,t fol.O\\ing c:ilcndar mOftth Rcnl for ~uch period :sh3ll be dct<!rnlin<!d by mulliplying 1hc m"'11hl)· n:nt under 1hc preceding ~111i:r.1rh by a frnc1iun. 1he num.:r.:uor of which shall be the number of d4ys in such p,:nod. and the Jcnurnin...:or .,, which shall be rhc number of <bys in SIICh C31,:ndar month. LESSF.E shall al~ p:,y the n:n, as ulhcrwik provilkd in this Lea.~ ()) In the c•cn1 1h01 any 1,-Jcral. s1;a1c. luc.il .,, ocher !lll•c:nuncn13I ,u1hont) shall impose: or :.u.<css -lll> ,ax. levy or other c:b:iri;c on or ai;am'1 31( or any p-ltl .,i Iii,: rcnUlls p:iiJ or 10 bc p:11d by LESSl:f' unJ<t' 1hc: tcmh of 1h,s I.C"Js.:, and LF..SSOR is rhcn:11,, n.-quin.-d lo coll.-ct from Ll:SSEE :ind/ur Pil) s11<:h UIX. lo"). or charge 10 .wch .w1hority. I ESSEE c11wnan1s and a;:rccs. within ten (I0Jda:,s from wnutn demand ~fon:.10 fl,'l)' 10 or n:1mti.trsc LF.SSOR (as 1hc ca.s,, ma) be) all SUl:h .;hori:.:s -..s ma) be imposed or ass.:=d. which. for the purposes of1his Luse shall be d«mcd 10 be due from I.ESSEE as addillun~I rent. (~) In the c•c:111 any n:nt paymcnl ,snot paid within live (51 dn)"j ati~.,. 1hc: Jatc on "hoc:h such p.1ymcn1 is due th,'11 LESSOR m3)' collecl. and l F.S.~EE agrees 111 puy :is ~ of su<l1 0\'"due pl)'mc:nl. a late charge of Fiwc Co:nts ($.05 J for each dollar so ovcrd111:. An :iddi1ional late cha,i:c , .. 11 be added to such pay1ncn1 for ouch lh1t1> ()0) day period it or llllY pan of i1 remains unpeid. ( 11 LF.SSOI( :ign.-.:110 fomish 10 Ille 8ui1Jing hot and cold water al po,1115 ol ,uppl) prowtdcJ for g.:ncr:.I use, hr-Jlir.g end n:fflgcr:n<d air .:ondihomng in s.:uon .u rc.tiOflablc tcmpcrn1urcs anJ m reasonable JnhJURI>. elccin,-:il and .:lc•ator in 1hc mann,.,. and to the .:x1cn1 dc,'ffl,-d :11ond:ltd for lhc .,mcc,renllll busmc:ss by LF.SSOR. Lf:SSOR rc,crvu the righ11u iumish all wch racillucs ~nil s.:rv,c.:s .. ~t ,ts opuon on such "'..-.:kcnds and h"lidll)IS 3S l.ESSOR chooso:s. (2) If LESSEE desin:s 10 have inmllcd in Ilic Pn:miscs M) special tac,li1ics « cqu1pmcftt n:qutting olhcr lhon normal elcarial service for onlinm) lighting and minor cl~ncal appli:\nc,:s ,uch as 1ypcwnters. sn1all business and .iccounting machin\.'S. and other man Ille normlll ~n<I n:-~ular s.:rv,cc m,'llt111ncd ,n l'ar:1grJph 11 l. LESSOR will. if reasonable p11ssible. fumish $UCh additionJI .sP1,-c1al iae1li11c:c or cqu1pm,-n1 p,,wid,'<I 1ha1 Ll;SS!,f. will !Xll' I.ESSOR in .lllv:incc ior lhc cnst ui pn,v,dini: and installing Jny Jddit11.111•l "1rinc cquipmcnl. m•rers 3nd s;1liet) d,:v.:cs JnJ the ~011 o(~ny repairs. JllcrJllons. Mkluwns to. and refinishing oi the Pn,mi.._-s or 13uildin, so n,-cc.<.<llo1Cd. and prov1Jo:d LF.SSllF. ~h•II P•> •II J~d1t100JI utility ,i\.trg<=' incurr.-d thereby ()) 1.FSSOR ~~II ""' be liabl,: to LESSEE in dam~gcs or oth,:rwisc for failure 10 perform any oi the covenants OIi its pan under 1his ,\rtrclc 5. nor shllll !cmporary stopp.ises. ~mporvy failun:• or inteffllpcions of any of lho: ~rvic-,-. to b,: wpplitd b) LLSSOR u1110 1.f.SSl:E un,fcr this Article be construed :i.s an cvic1ion of LESSEF. work an ab.ucmcnt ui rent, or rcheve t.ESSF.F. from :my ,-o,cn~nt.,.. agr«m<:nt. but I.ESSOR agrea to dihgcn1ly n:sion: ~ny ~r•ic.o< nbh~ 10 be prowiJcd by II hcn:undCT when 1cmp.,rmy failures . .coppages. or inh:m.tption~ ,JC'..:ur. LESSOR agrees to provide such securiry es Li:SSOK deems r.ce=,y n< desirable, but LESSOR sh•ll in no c,cot be liable for any theft or .,,her lo,s 01' J)l'Opc:r1y occurring in or ahw1 the Premises or Building Oocusign Envelope 10: 4F19EADF-2132-42F8-B0E7-332135A78481 -sc1r11ng ARTICLE7 ADOITIONAL RENT ARTICU:8 MAINTF.NANCE ANO ALTERATIONS ARTICLE9 ASSIGNMENT SUB-LETTING ARTICLE 10 US[ OF PREMISf.S ARTICLE II RIGHT OF ENTRY ARTICLE 12 SURRENDER OFPREMISf.S ARTICLE 13 INDEMNITY ARTICU 14 EMINENT OOMAIN U:.SSF.t, ai:,c-c-< lo pay 10 LESSOR as addilional rcn1 all sun•• p,o>tckd for ,n 1hi• I.case 31 the times and ,n the m;anncr pruvrded lfl.l,SSOR ihall mukc '111)' C'lpCndirure fOJ which 1.1:SSf.l: 1s resp<>11siblc or wh,d, Lf.SSEI:. w,uld make. 1hcn. 31 LESSl>k"S election, rh~ ;im,nu,t 111<....,.,r ma\' be 3ddcd 10 the m11allm.-n1 uf rent ne,1 t3lhn11, due or i:ooutitutc :,n i1,:m o( ,.;count l)ll)'ablc.,.., dc:;,.and. LESSEE ~gn,cs 1u t:ikc good care of lbc Premises and noc 10 alluw .,, ~-ommu any waste with rc,sp«t 10 tbc: Pnemiscs or Building, :and that upon tcnnin:ition oflius ~ by lapse of lime or Olherwisc, LESSEE will surrender the Pn:mlStS 10 I.ESSOR in as good c:onilit,on as at the cw.: of ,n~ial ~ion h..'1"C\llldcr by 1.ESSEI:'.. ordmal)' wc:u-and •= expcc:tcd. Any dama,c to the Promises oc Building resulung from ac:IS or nqlect of LESSEE or LESSF.E-S agenlS.. employees. P111rons. or uwues. shall be repaired or n:pl.u:cd al I.F-'i.'>H:-S c::tpc:nsc, :Ind any altcralions. phy51QI additions or 1,np,ovemm1S.. e•ccpt movable onicc fumitu~ wll at once become Ille prupctty u(I.ESSOR upon 1crmino1ion of this I.case LESSEE agrcn not 10 mign this Li:2SC, nor ;sJlow ii 10 be assigned. in whole or in I""', by "l)<'nmun oflaw, or othC1'Y1s.e. or mMpgc or pledge the same, or sub-kt the Premises, or any pan lh<Rof. without the prior wriucn consent of LESSOR. whkh consent shllll not be unreasonably withheld. How.:,,cr. l.eSSEE wll noc be relieved of any obligation w,dcr the leaM: agreement. LESSEE ai:rces to mainiain the Prcmiscs in a clnn, ordcriy, healthful condition and 10 «imply with all lawi. ordinM1Ccs. f\lld and rqulauons of all govcnuncntal ~ ha•~ iumdicrion over die Pr\:misc:s LESSEE will not use, occupy or permit the use« occupancy of the Premises for any unlawful <listcpulablc, « h~s purpose; OC' maintain nr permit the maintenance of any public OC' pnvKlc nu1$i111Cc, ot do <>r permit any act or 1hing which muy disMb the qui,1 .:njoymcnt of any other tenant of lht: Bu1ldin&: or k«p ony MJMtancc or .:.iny ou ur p,:nnit any opetaaiOII whicll m,gln cm,, offensive odors i nto uch<,r ponion, of th,: Building; Of use any apparatus which mi9"1 mac uaduc nuirc: or set up v,br:uion ,n the lhulding: or pcm111 :mything 10 be don~ which would inct'Q5C lhc fire inSW'all<:c rate on Building or contents. L1'SSEF. agm:s 1ha1 I.F.SSOR'S n,prescnr,uivc:s sh.Ill have the right 10 enrcr all pens of the l'lffllises at •II rc:ison3blc hOr1rs tu 1nspcc1, 1es.1, <!Ian, make repairs, allc:tlllions :11111 additions 10 the Building or l'rcmisei., wht.:h II may deem necessary or d.:sirablc n, to provide :aoy ..-rvia: which it is obligated 10 fumish ienants of the Ruilding. ,\11hc c~riration of the tcn:in~ hct'cby crc.dl.-d. LF.SSEF. ih■II surrender the l~d Premises in the 1ame cor,dition as the leasal PYemis.:s w.:rc in upan delivery of posKSSion thereto under this f."3:IC. rc:l$0nablc wear :and r,w c.~cq,1cJ .and .Jamage by unavoid:!ble c:isualry cxcep1ed. ;u,d sholl sum:n<kr 3JI key, for th.: le'JSc:J Pn:miscs 10 LESSOR :it che plac.e 1h<11 tix<d for the payment of rent iMld :dl:iH inform LESSOR o( all combinatiuns oo ludcs. ,.;,(cs ;ind vaults. if an), ,n the leased Ptanu,,s. LF.SSEE shall rcmo~e all iis uadc lhturcs and 31\Y altcr:mons or unpf'O\'cmcnts whidt LESSOR n.'qllcsu to be removed bclotc wm:ntlcriog Ille Premises :is ufores,111! :and shall ~ir .iny Jamagc 10 the l&SCJ Prem~ c:wscJ thercl>y LESSl,l!"S obligaiion 10 ob>erve or pen"orm this covenant shall .wn,ivc the c.~pinuion "' ..ih..-r tcnnin:uion <lf lhc tenn of this lease. l .ESSEI! hcn:by cc>-.'113Ub ilnil .1g11:CS ID 1nl!cmnil~· and hold LESSOlt ham1l<:1S frocn ~nd uiainst an)- 3nd all loahilot)' .:13,~ demands. k>U « .i:,~ fur injury to, or dc:llh uf, an~ pcnon or persons or t.b1natt,c 10 prnpcny in nn~ w.l) .insmg fn,m ur 1n conncctiu!1 with th<: uccupanq OJ use b)' LESSEE of th<: Prcm,s~> or any p:cn thereof ur occns1oncd wMlly or ,n part by any ac, or omission of LES.'i~:E. its :igffllS. ,mplu)cc~ or invitet:S. LliSSf.F funh,er 3'"eS to inilffllnily and hold LF.SSOR harmless from all lines. suilS. d31ms. dcm:inds and ;,ct,on,, muhong from any bn:3dl. viol:uiun or nonpcr(orm.mcc ut 3ny covcn:int <>r C011Jil11l11 thereof by LF.SSEE or LFS.SEFS ag,:,its, cmrtoyces or ,n-,1ccs. (I) Calin Premises lithe whole of 111<: Prc1n1>CS ltcceby k.ued sh.ill Ix: 1.11<..:n by Ill)' aUlhurity under the power of eminent domain, llwn this Lc:isc shall rmninorc as -,fmc d~y pos...-ss,on shall be lakcn by such ouchority. and all rent ~•II be p:iid ur 10 th:it date with .J pn>fl<.lnionati: n:fund b) f.ESSOR of such rent as may have ~en paid in i1d•:mcc. (l) Partial Taking or Prcmists If lc.1S than 20 percent of Ille noor area oflhc Pffmises be so taken by eminent domain !Mn this Lc.1S<: shall 1em1ina1c only as 10 the p.ul so lakm fTom the d1,y posses:iion shall be taken by such aul.hority, :ind all rent shall be paid up 10 that du)' and thereafter rhc fixed minimum ~nl hereund<'r 1hall be proponiooatcly adjusied ()) Subsl■nllal T■kinc of Premises Cf more th:111 20 percent, but not all. of the Ooor area of the Premisc:s be so taken. then this Luse sh311 1em1i11,1te unly n, to the part so r.,~cn fn><n rhc t!Jy pusscss,on shall be till,;en by 1ud1 authuril)' und all n:m ~hall I><: paid up 10 thut day: prm ,Jed, hnwc,cr. th.II LESSEE Bnd LlaSSUR 1h:ill ,-3,;h h.:ivc the t1i;h1 to «c""in:it< 1h1s L= by giving written notice thtttofw11h1n ten (IO)da)" 1tn111 the date ,uch po,;....:s~•on •~ taken h~ ,.,id aurhonty In the event I.F.SSEI:. cl<-ccs to n:mo1n in possession. Jnd LfSSOR do.:s nuc "' 1mnin:11e, all of the terms herein provided ,mall eoolinuc in effect tlwl the fixed minimum rent shall be pruportionarely adjusted. (-') Suh,oanlial Taking uf Building If murc 1ha11 SIi percent 0111>.-lluor ,on-a of die Building be 13ken under the P'"'cror cminen1 domain, wllclhtr or 11111 th• Pn:miSC!< or an~ p;,11 Lh,-rcof ht: taken, LESSOR may, by notice or, writing tu LESSEE dcliv1.-n:d within 1hiny (JO) tlays after 1he day of sum:nd,rin~ possession 10 the ou1hori1y, tc<millllle I.his Lease, and renl ,hall be paid or refunded. as ,1f 1hc dare of termination. (S)Oamaeu All d.smai;cs ,1,.arilcd for su,h 1:ikong und,r rhe power uf cn11nen: domain. whclhcr for the ••h11lc or • J>.1n of the Pttn11<cs. sl1all be Uk: propcny of 1.ESSOR, induilmg. but not limilc:,J 10. ~•ch tlwna!ltS .ss sh•II b.: aw~rdl!d "" cmnperwnion r'nr ,hminutour. 111 •·aluo uf the l=.:hold and cu the t,-c of ohc Pl'\:Jnis.:~: 1>n" otlcd, 2 Docusign Envelope ID: 4F19EADF-2132-42F8-80E7-332135A7B481 sc,rung ARTICLE 15 RELEASE OF LIABILITY ARTICLE 16 F.XCUSEOF LANDLORD'S PERFORMANCE FORCE l\1AJ£URE ARTICLE 17 OAMACEOR DESTRUCTION ARTICLE 18 OEFAULTOI' LESSEE h1>wcver. ~t LE.<;SOR shall Ml be ffllitlcJ to any aw3rd m:idc 10 I.F$SF.E for loss 1>fbus1ru:.-s, dcpreciall,,n 10 and cost of n.-muval of stock 11110 fixtures. The 1cm, "cmi~m domain" shall inctudc Ille c.,crcisc: of nn)I simil.tr giwcmmct11al puwcr and uy purch11Se or oth~ diS90si1wn in lieu ol'. 0< undc:< thre:ll uf, cortdcn1na1ion, I.ESSOR shall nol be liable to LFSSlffi for ..ny lo,,$ Ill' lialnag,:: lu any pcl'SOII 1>1 propcrl). 1Mludlng 1hc pcnon •nd propcny oflESSEF. uoxasiuncd by tllcll.1hc acu of any co-1cnan1, leaks, ca.su:ill)'. niin. wait<, ,-01tdenSllli1>n. lirc. :>cts of God. public cnany, injunction. riot. strike. insu1TCC11on, pid<cting. mob action. bombing, c:xplosion, wnr, '°""order.latent ckfect.<. requisition or otdc:< of Jo,·cmmcnllll au1hori1y, the CUIISINClioo, rq,air. m:1in1enancc or menotion o( ""l' pan ofmc Prcmiscl ur Buildini; as 3 whole or any olher c:wse wh.al$0C\'cr. An)lthing in !his Lc,ts,e 10 lhc .:unua,y notwithstanding I.E.SSOR shall not be do:cmcd in defaul1 with rc.,p,:cl to lhc performance of any of the i.emts, covet11111ts. and tonditions of this leas.: 10 be perform,-11 by it if any failure of iis p,:rfonnance shall be due to any 11n,c, lodu>lll. civil commu1ion. war. w11r•likc opmuion, Invasion. rrl>ellion. ho:ilililics, military or us11rpcd po-.cr. sabo1agc, auvernmcnlal rcgula1ions or controls. inatbility 10 obtain uy m:uttial or service. act of God.,... any ocher aiuse wha!soevcr (including failure of Ll:SSEI: 10 JUppl), ncceu:,ry data« inslnlCtions) beyond the tt::ISOnable con1rvl or LESSOR. or inabilil)' of I.ESSOR 10 oblain (,n.ncing .atisfill:lory to I.ES SOR, 311d Ille time for pcrtonnuncc by LESSOR shall be c•tcnlled by 1M period of delay rcswring from ot Ju<: tu any of ~Id caoacs. (I) Premises Re■dcrcd Wholly lioOt for Occ11pancy In th~ ncnt the Premises shall he dntn>yed or ,o d:Jmaicd by lire. cxplosroc,. anhquake. or any Oilier cause S03S to b«ome wholly unlit fcrocc~y. 1bcn che LESSOR may, ifit Ml elects, ttbuild and pul the Prem~ in aoocl condnion and lit icr occupancy .,.ilhin a rasoMl>le time ~flct sudl Prtmiscs have b«ume wholly 1111fit r«ocaipancy, or m:i) :i"" nocicc in writing tmrtin:iiing this lease. If LESSOlt ekds 10 l'C1)4ir or n:build the Premises ii shall give the LF.SSl:E notice lhcrcof within thirty (30) days after such Injury or damage or its intention 1.0 repair or rebuild, and then proceed wilh rcmonabh: speed IO n:pair or rebuild. LESSEE shill! nuc ht, ubligatcd 10 pay any rent from the lime that such Prcmi5eS we,c rendered wholly unfit for occupancy until ... ,h Pl-cmiscs an: :l\lilin flt and rcDdy for occupancy. (2) Pttmise, Rendered P:ardally u.r11 for Occ■paocy In the eve111 the Premises wit be destroyed or so daRU1.:d by lire, cxpl<>Sion. e-,nhquakc. or any other cause so as ro become parnally ~nlit for occupancy. LF.SSOR shall ionhwilh ausc the same 10 be ttpaired a., soon "' is IUlOnabl)I possible and. onl)' w~ile such dama&c as being Rp3ittd. LESSF.E sh.ill b.: cn11llcd to a pn>poniona1,: :itr;11cmcn1 of1he monthiy rc:nt. The repair or ~ollllion by LESSOR under this and the pn:ccding par;,gr.aph sh.,11 in all cvcnls be hmot.:d 10 !hose items uriginally provided by LF.SSOR in ~ccordaJl.:e with F.xhibit •A• (31 Buildlng Rendered Totall~ or fur1ially Un Or for Occ11pancy In 1hc event lh:u lh~ Building in which 1hc ~m ><'Smay be si1u:11cd be des!roycd c>r daimagcd frum any c:rusc :o the a1cn1 (in LESSOR'S sole J11di;mcn1) uf)j pcrc.,nl or mott of 1he r,-pl:sccmcn1 cos1 of $lid! building. Lf.SSOR !hall have •n ,,puun 10 1tnnin:&1e 1h15 Lease. whclhl:r the Premises be J.srr.agood or not: 111ch option 10 be cun:ised within th1ny (:lO) day• atkr ~u,;h <>e:wm!nee su d:11nagin& said Building. Anythin~ in this l.eau 10 the conirary notwi!hslanding. a 10101 or subslantiall) 10131 dc>1ruc1inn 1>f the 8uildi1111 >hall tcrminatt this lease. (4)Gueral LESSOR shall not be li•blc ur <\-Spon$tbk to Ll,Slill, for any inl;onvcnicnce or ;oss due 10 mMkin11 repairs or rc.:ons1ruc1ion .s, •t~1d nor for :111y d.:lays in repairing 1>< rcboilJin.11 due 10 srnkc.s. JC!$ oi God. eovc:rnmcntal n:aul•t<ons or MIY 01hcr l:3U>C$ ~ond i1s conll'OI. lsothing hoercin sh3\I be deemed to "'aive or rehe•c LESSEE, from an> hab1ht> for 3ny loss or damage 10 1.1:.SSOR or 1.1:S<;OR's proptny due w nti:ligence or willful .u:ts of LF-SSCF., ia 11gcnis, servana. cmployc"5, or 1n-,11:cs. provided. howc•Je,-. 1f l.taSSOR'S f1tc :ind e.tcndcd c,w,-r.,gc ins1trwi.:c policy pan,otll. ,. 11ho11l p.:nah>. lhe n:lc.lsc: of others frum liability for los~ from cu:sualtoes 111J1tircd against. such n;h:,tse from li•biliry is hereby iir3111.:d 10 the: cx1cn11h•1 LESSOR actunll~· rec1>v<rs for lu,s undu such puhc:,. ( I ) The llllppcnings of :any one or more of the: follow mi; cvcms d,:IIJ conSlitllle II Jel:lull hcttundcr. :.1 LESSEE'S failure to p;iy (wilh1n ten\ 10) o.lay<I ani, one« mun: Silid ,Mtllllrn,-nls of renl as .tnd when 1hc sam.: become. due, b)LESSF.E'S removal. :111cmp1 10 rcmov.: or pcnniuin1110 be n:nr1>v<d from saiJ Premise$. except in 1hc usual <ouru or trade, 1hc i;oods. furniture. err.xis «u1her p!'Ol"'ft) 1>f LESSEI: broui:J,1 1hcrcon. c) me levy of an nccution or other 1.,,1 proces.s upun the i:oods. fumium,. cffcas or uther ptupert}' oi LESSEE brought on ,said l':-emises, or upon the inlc:'C$1 uf LF.S%E m 1his L,-asc. d) 1hc filing or a p.'1ilion ,n t,a,,~:up11:y or a p.1i1ion u1klc:< the Bankruptcy Act. or M) .mienJmen1 thereto b~ or again<t I ~SSEI:. or I.F.SSEI: being 3djuJged banknipl. cl 1.l!SSl:E'S tT\al,.1n!: an 2.s1gnme111 for 1hc benefit of crc-d11nrs. t) the oppuin1mcn1 ufa receiver of l.ESSl:f.'S property. g) l .F.SSF.f.'S vac;nu>n of <old ~em1se< or ab'anJoon1m1 01 1he p<>Mession thcn:uf. or use ..rf 1hc s:im< for purpuscs ollwr lh:in 1hal for uhoch th., s:im• = hcn:by lei. or foilun: tn u•c <aid Pn:miscs fur the purpm~ h.rcin spcc:ificd. or h) 1.1'.SSEt,S v1ola1ou11 of .in) nf1hc 1>1hcr 1enns, cundition:1 or covenants on the pan ..rf Ll.!SSEE herein •'llnlaincd or conl3incd 1n the Rules and Rcgula1ion. rclc:rcd tu in An,.lc 27. RultS and Rcgul3tions in Fxh1b11 8 ;u1d upon 1h~ 'iappcn1ng of an; •uch default. LESSOR shall havt 1hc right 41 i:$ option to 1111\nr.ul and ttrmmntc this Lease iltl.! 1hercupun re-.:n•er •nd 1ak~ pnss.:.sion of said l'Nmiocs; or (ii) Rc-;:ntct and re-let $,!kl Prcrnw,s from lime ti> 111nt as ~gent> of LESSF.E for ,uch :cm or wms lwhich may be i'or • tcnn extending l;eyond th• tcnn ..rf lh1s Lcosci and .i •u•h rental anJ-'or such terms and condiuons 3li LESSOR 1n 11s s1>lc dis"etion may deem .od>i53ble and such n:• tniry illldlor n.:-leuinl ,h.~11 nol dischar11c LESSEE from :lily liabilil) or obliptions hercun~r. c:x.:epl lha1 nc! r,:nn. \that is. sro'5 n:nlS less the expenses ui colk-=tioo and hanJlinJ! and less commissions, culltct~d :u a 11:.,ull of ~u.:h n!·lct1in~ shall ho,. cn:Jit on LllSSlili'S li•bility for n:nts under the 1cm1> or' this L.::.st: ~othin, h•rein. howc,a. "1311 be co,utn,cd tu p,,.tpun• 1hc ro&III of Lf.SSOR 10 suo tor rencs. whcth.:r malu<\-d b~ a;;c<lcr:iaiun ,,r othe,..,.. isc. bu1 ,,n the cuntral)·. I ESS()R. 1s he«by gi,cn the ri¥1tt 10 Je:nand. collccl ~ml/or'"" rhcn:ti>fc al illl)' 1i1nc aOcr d.:i3ult or /iii\ Upon r.xnll) .,,d 1.sking 110>-=sion of the Pn:misn. LESSOR ma) rcmo•e •II pccwnal prup,:rty remainin, :n !h,· l'rc:<n1su ;u,,J store 1r.c ,~me in a publoc ur pn•alt wa«housc or Oocusign Envelope tD: 4F19EADF-2132-42F8-80E7-332135A7B481 sc1r11ng ARTlCLE 19 SECURITY DEPOSIT ARTICLE IO CUMULATIVE REMEDIES WAIVER ARTICLE II SICNSAND PICTliRtS ARTICLE ?2 BLINDS OR DRAPERIES ARTICLElJ PARKING ARTICLE24 TRANSFER OF LESSOR'S RIGHTS ARTICLE IS NOTICE ARTICLE?6 OWNERSHIP ~b\:whcrc. 3111,.-CIXI 01 the Ll:SSLL .ind lhlly lake: ,ud1 Olhcr diffcn.;,1 .,, JJdi1ion.,1 IICIIUII> A l.t'-'iS.()R may, in io sole ,tiscrct1on, Jccm :idvosabk-10 JIRp.¥1: the Prcmisc:< for R•lc:11ing. .i.11 su~h acuoos shall be: m LESSF.E'S cxpmsc No nxlllr)', 1.dun!I poss<:ssion. Removal of pct'SOIIIII property, or re-k111ng shall bt ~'cffllcd ur consuvcd 10 be: a ~pass on .:onvenion and LESSOR <hall n .. be lrablc for :my 1-or d.ln~c QCIC.l<ioncd by suc:fl Xtions (21 Upon dcfaull. or upon the 1erminatio<1 uf !his Le-or ~miry upun suid l'rcm1sc• of"") 1lflC or more of the caases sec (orth :ibo-.c. « upon 1cm1inaiion of 1hi> L-e or R-,,n1ry upon said Premises. the rcn1s hcN:un~ for Ille ren13indl..,. oflhe cn1ife rcn1al period, :Ind all other indebccdllfl:S. if:my, p:iyabk under the provision., hereof, shall be 111d become immtdiately due and payable " the oplion of LESSOR and without rcpnl 10 whMer or noc possess10n of 1he Ptcmiso:s shall have bccn surttndacd to or taken by t,r;SSOR. PfOViJed. huw.:ver. no dcf11111t on xcount or payment (or rent shall occur un1il such n:n1 is 1m (IO) d3ys in 1m.ars. and no default for~ cause mall oc:cur until thc ""Pil'lllion of I po:riod or ll1irty (30) clays alter writ1cn nocicc to U-:.'>SFE or :,oy breach ur any othff covemu,1 hereof wi1hout ~1io11 of such llneach. ()) In thc cvcm of employment of an IIIOffle)' by LF.SSOR for collection of ,my amuun, ~e hcn:undct or for the ins1itution of .an~ suit for J)ll$kSSion or suid property. or for adviu or scr,,iccs incident to the: breach of""" olhtt covenant o( 1his l...caJC by I FSSEE or on KCOWII of banluupu:y proceeding by or apimt LESSEE. u, • Jcg.;,I process bci111 issued again SI. lhc fumi1urc :ind dTCC1S of LESSEE loc.ucd upon the ~ISCS. or the lc15Chold interest orLESSEF., U:-SSF.E llgl'CC$ IO p:ay and wll be taxed wilh a l'CIISONble a1orncy's fee which mall be a pan of the: Jcbl evidenced and secured by !his Lease. In onlcr to furthct ilCCUre lhc promp< paymcn1 of said mus when the same shall m111in. and the faithful po:rformancc by LESSF.E of Dll end s,n,ular lhc tcnns. wrlditiuns and COYfflllllls on lhc part of LESSEE 11.nin cont;iincd llfld all llam:tges and oosls lbat LESSOR may -in by n:ason of the violation of said lamS. condition.I and eovcnan1>,, or any of lhcm. LESSEE doc, hereby wllive any and ~II riglll 10 claim ~ propcrt> as exempt from lc-.y 3nd sale under the ConS1iw1illn 3nd l..1ws of the: State of A bb:lma or any odk:r Slate:. LESSOR :,nd LESSF.f. ai:,,:c thai LESSEE will dcposil with LESSOR the ~um uf ~ on lhc cbk: of Ille cxc,:ution of 1hc I.case. 10 be held, without inlm:sl, u sc,,.,ari1y for the paymc:n1 of n:111 and 1111y Mil all other sums oflllOlle)' forwhidt I.ESSEl shall or 11\3) b«omc liable 10 L£SSOR under this Lease. and for lhe f.lithful pctformana, by LESSEE uf .tll Olhcr c<wcnanis and ..gra:mcnts und,.,. lhis Lease:, 1aid dc:po5i1 robe returned to 1.ESSF.E alter lhc tcrmonat10n ul'this Lt:i.~ and 3ny n:n.:wal h<n.-of. provided LESSEE shall II.ave made all sucll paymau, ;ind pcnornlCIJ all such co,cnant,. .wd ~-cmcnts. Nothing in thisanic1e wll be deemcd 10 limit the ilfflOunt utan) c:l•im. dcmarld or c,iusc of action of l.l'SSOR undtt this Leu:. LESSOR .ind I.ESSEE 111.itnuwlcdae lh3t lhc ki:urity d..1)0SII IS held b~ lhe I f.SSOR and n1>1 lhe LESSOR's .>&cn'- LESSF.F. •i;.n.-n that all n:m.:dic, herein given LF.SSOR. including oil 1hosc nut i..'I fonh but provillc<I by bw shill be cumubtiw. :and the acrcisc of one ur more of IIRY well mncdid by LCSSOR <hall nol •~elude thc c:<(n:isc of any 0111.:r lawful rcm,.'<fy nor sb.ill .in> w-~ivtt by LCSSOR, e~pn.-ss ur implied ul any breach of :i11y tcrm. covenant ur c:onditi"n hc:rwf be dccnt<d a wa,ver 01 an~ subsequent bh:xh of the same or :iny DlhC1' term. covman, or conditi1'n hm:ui. Accq>WICc .,f rcnt:11 b) Ll:!>SOR lt01n I.F.SSEE or 411) usi!PI""· sub-tcn:mt. or olhcr SIK:CCS$or in inlCRSt to LESSEI:.. with 1>r willlout not,c,. shall nt~.:r he con,tn,--d .u a waiver u( any tK-catb of any term, condition or ,'<>vmant 1>(1hi• l.asc Failure uf t.F.SSOR 10 Jccl•n: un~ .ic(aulr upon oc:cum:flcc thcrco( or delay. :ii :w,y tune and lake <Ueh 3Cl1on .a. mJy b,, :1Uthor11.cd h,"t"tun<kt. ,n f3w ot ..-quity. or ,HhcNo·isc. LESSl!E .ii;n:cs 10 pay all c05IS ahd cxpcnsn "hK'h may be incurred in conncc1ion .. -il11 the enforcement ufMy u(thc pN\'isions of this I c:a.<e .111.S (unher ai:=s 10 w.,ivc any rii;ht "' trial by jury in connc.:1iot1 with .iny suil rcllltini; lo the subj«t m;,ucr co,cRd b) this I c.is.: LESSEE agr,,c.~ no1 10 iru.tall ot puint any ,ign$, name plates, symbols. p:ctuRs or Jny 11111,-r paintings or h;ong1ni;s inside or ouisidc the Pretni:i<:.< u, the Building witho111 prior consent oi1he LFSSOR. 'ihould Ll:SSEI;; requite ilrJpcrics. in .ulJi1wn tu thos.: 11U1alled ini1i:>.lly. for .i..-cor .. uve .,, oth~r l"''l""'CS• dr.1~ri,,:, may hi: installed b) lf:SSl:F JI ~xp,:n,c ofl.liSSEE and unller Jif\.'\:llon .1ml <upcn,1~11111 ur' 1.l;SSOk so :ts 1u reO,'\:t Jii;nny good tast.: and ddirablc unifonnity. Inn<> c:isc shall I F-'>S~.la insiall Ill' a1nempc 10 install llr.&pcr~ ""cc:pt atltt in.<tallauon ot' Mid upon suppons apJ>M•«l b) I laSSOR All p.ir1un~ focih11u pro-.dcd by LESSOR $hall be unck-r the cunuul llf LUSSOR. .ind Ll:SSF.F .ii;rcc, tlut LESSl'F_ iis agents . .:mployecs. and ,n-.11es VIJIi contorm 10 such wri11cn parltinJ rcgul.r10ns, condilions Jnd pruv,sions as ma~ be frum umc tu time ptCSCribcd b) LESSOR. 1'311<.ing :m:3 ,s RIii lo be u.,Cd by l.ESSf.E ut :iny tune as J storage ¥ca for ~ny mcn:hanlli.e, goods. equipment or any Olhl:r rlCffl Ll:SSOK ,hall have th,: ngt,1 I<> s.:11, ;u~isn or uunsfcr. in whuk or in pun. all u( 11s ni:Jl!s Jn.Vor nbliga1ions hereunder ,ir in 1hc IJ111ld1n11 J11J/or Prcmi«:.<, Such sale, a>s1i;nmcnts ur 1.-.... slcrs m.1y bl' malk 10 a wll)Ura&wn. 1rw.1 comp.in,. 1nJivdu.~ls or gruup of individuals. 3nd ho"SOC'V<t mild.: "1311 oc binding on LESSEI-in all l'l:1pccts and rc<:O!lnir.cd b) Lf:SSJ.;t; Nonces prosidco for in 1his I ca,c ,II.all~ su11kiently gi,·cn if sent hy <.:ettilicll \ol:nl. R~um Kcccip1 R«jw:stcJ, p.,stJge prepaid, a>nd ,1ddn:sscd 10 LESSOR at it< •uthorii,-d agent's .iJdf\.'jlS .1nd the I.F.SSl.ila at 1he 1•rcni1SH ur 10 such 01h<:t ad<ln:ss as 1hc parties may c.lc,ignll!t 10 cJ1:h oih~r in .,.-riling frum 1,mc Ill time. At the opllon of 1.EM,OR 1h1, I case ma~ be: ,uburJinatcd 1\1 1hc lien .it' .111y 11111nlllll;C ur ,n('n~J~es. ,,r the hen rc<ull1ng lrnn, any other mdhod of tinJntin& now .ir hcri:.,ficr in fore~ .1gai11,t th¢ !:ind ,nll,ur Huilding of which 1h" Prrnus~s are ,1 p3r1. and to all ...i,..,1c.:s herc1oritrc =11c or hcr.::ii\~r lo be mildc up.>n 1hc s.:curity 1h..-rcof Docusign Envelope ID: 4F19EAOF-2132-42FS.B0E7-332135A78481 sc,rung ARTICU.27 RUL£SAND REGULATIONS ARTICL£28 USE OF PREMISES ARTICLl!.19 HEADINGS ARTICLE JO SOL£ CONTRACT AMENDMENTS ARTICL£Jl SEVERABILITY ARTICLl:Jl SUCCESSORS Al'IOASSIGNS ARTICLEJ3 LESSOR'S CONSTRUCTION ARTICL£34 OFFSET STATEMF.NT AKTICLEJS A1TORNM£NT ARTICLEJ6 l,ANDLORD'S COVENANT ARTICLE37 ACCORD ANO SATISFACTION ARTICL£38 POSTllliC AR'f1CLF.J9 RF.CORO ING ARTICL£40 EXCULPATION l.ru.51::f. a~ lh;,1 LF.l>SEE. I ~.SSEE'S agent>. cmpluy= Jnd invites. wilt comply full) wnh ~II ruh:.~ and tq;Ul.dwn which arc part of this lca>c .nd which .in: ~1:11,-d Ill f.Ah1b11 •a• wuachcd hct\.'!o 1,f.SSOR slloll have the ngtu to make su,;h changes. ildditioos or Jm,.-ndmenlS to these n,(cs ;ind rcguhuions :l$ LESSOR shall deem nee~ or de,ir-.iblc for the saf.:ty. clTicK'ncy. c::an: .and clnnli11CS$ ufthc Prcm1...s and Building. for the prcocrYlll1un of good 1>tdct 1hcn:in. f.,, the rtgulamm uf part,.ing f:acilil1CS, or for n,g11h11ing chc :1C1iv111,:s 1>f 1~-nMts. Such rules ~ n:gulatiuns and all chana;es or additions thefflu sllall be in wnung fumish.:d 10 U,SSEt; ,n .acconlasncc with the method of gi•ina DOlia: under this l.casc; uy chQllgc:s, addit,ons, or amc:ndment lhcmo. shall b.:annc a p:in of chis Lc.lSC. shall be binding on LESSE!o, and LESSEE hereby Dgn:c< IO abide by SIICh Rub and R~lalions and shall nOI cause chc LESSOR to be in bn:.id1 of :iny covenant or condirion ill any lease by any other ltlnlnl or hessft in th,: Building. LESSEE'S opcracion in chis location is for the PU'l'Ose of gmcral 9fr1« use and LESSEE intends 10 use said Premises therefore and for no Olher purpose. The cities and headings in this Lease an: used only to facilitacc reference, and in no way to define or limit the Kopc Of 1nren1 of any oflhe provisions of this l.t:BSe. (I) This~ constitutes the encirc concract bel-Che parties hcmo ,.ith rcspecl tu the Pr\:misn 2nd said Lease cov~ mnsei and includes ~II aa:,eemcnts. oral or wrincn between the panics ho,n,to and made in connect1on ho:rcw,lh. whdhcr ch.: same be made prior to. or contemporaneously w11h th,: c,cccu1ion h<n:cf. (2) This I.case anno1 he modified or c:tu111gcd by any vcfbal staecmelll, promise or egrecmctu by whosoever made. 1111d nu modifacion. ct.ange or amcnJmtnt slwll be binding on th• panics unless 11 fhall have ~ aglffil to in writing. In me c:vc-nt any provision oithis Lo:asc bc found by n court of <;anp,:lcn1jurisdic11un io be contrary 10 law ur vo,o as apinsl public p.>licy or uthtrwise. ,c,h provision 5ha11 be .:ilhcr modif,cd In conform 10 htw or considered sevcniblc. with th.: rcm~in,ns provisions hereof wnc,nuing in full force aniJ cfTcct. All th.: c<1vfflan1s. avcemcnu .111d condiuuns hm:in cunt.1irM.-d ihall insure 10 lhc benefit of and be binding upc,n. the rcspcatvc ~ heir<. cxcanon. adm1n,s1r.111.1rs. assip'I. m:c,vcn or ocher pcnunal rcprcsentotivt:$ oflhe parties 10 this Lease. subject 10 Che provisions of Anicle 9. Assignment Sub t.e111ng. Within lcn I IOI du)S an,..-request tltcrcfur.: by 1.FSSl)R. ur 1n Che event Chat up1111 .tny sak. a551gnma-n1 ,>r hypoth«.-itiun or the leas.id Pn:nus.:s and,o, the land thc:n:undcr by LF.SSOR an ofTsc1 statement sh:111 be required from LESSf.l:.. 11:SSEE .ii:n:cs to deliver m rccorcl3bk !Orm 3 ccnitic,tc to Jll} propl>S('d mongagc,,: or pun:h:iJ<:r or 1M I F.SSOR c.-ni(yini; c,f such be th.: ca:sc) 1hai chis Lcllk ,. 111 full rorcc lllld cff..ct :and th3' there: :v-c nu dcf(l151:,. -,r offsets ch,:,,:10. or ,w.,,g th<l6C claimed by LESSEE LESSEE shall. ,n the event ..... y proc,.'Cdin115 arc bruui:hc for the foreclosure of. or ,n the ncnt uf cxctcisc urthc power or sale un<!er any nl0f1gagc made by the LESSOlt cov,-.ins the leased Prcm,s;,,s anom tu tho pun:hasaer upon any suc.h fon:-closun: or s:tlc 1111d n,cogn1Lc sucll purchaser a. chc Lb'SSOR un.lcr chis I.case llpt1n payment by LESSEf. of the r-.:ncs pruvidcd, :md upon the ot>sc~ aml p,:r{ormancc of 311 lhc conditions un LESSl:'.E'S pan 10 be oboencd and pc-rfonn..-d. LESSEI:. sh.ill pncc:-.ibly .ind quietly holJ ~nd ,-njoy the leased Prmu~ forchc ccrm hcrcby dc:m~ »llhOllt hindrance ur intcrrup1i1111 !ly l,f.SSOk or any uthcr person or pcrso,,s law folly or '-"Quiiably .:I.liming b)' lhtough or under I.ESSOR. subj,-c:1. ncvcnh.:h.~ to th< ttnns and condition< ufthis l.,:;,sc:. Nu puym,-nt by 1.f.SSEt or n::ce1pt by Lf.SSOR o( • k.-sscr lllMunt lh."111 lhc monthl)· rcnl ,tipulatcd ihall be d«n1cd 10 be otlwr than 011 ;iccounc or the e:irlie>t supula1,-d nm,. nor shall any endoncemcncs ur swc=nc '"' 1111)' ~-cli. or illl)' lcttL..-accompanying any c:hcd< ,,, pa~m<nts a., n:nc bc d«mcd .in accord Jnd satisfaction, anll LESSOk m;iy ...:cept :iuch chcc~ ot paymcnl without p1'tJud1cc 10 LESSOR'S ril.l,ht to ,ccovtr the balance of.<uch <l.'11t or pur.<uc :,ny ocher n:m<dv in this L,-asc provided Ourin~ cite period nt"1wn a1 monchs priur 10 !he exp1ra11on orch,s lc:isc: or any rencwlli 1hc:rcot. LESSOR shull hJvc the right l1> Jispla)· 0,1 the •~lcnor 1>flh.: PtcmlSCS but 1101 in w•~ win,lo-, or d<,orna) thcn:o(. the custom:uy s,gn "For R<n1". ,111<1 :hal dunng such pcnl>d 1.FSSOR nwy sho.-the Prcm•s•s and ~II parts thcr1.-,,f10 prosp.-.:uvc: le.<scc, bel>•tcn 1hc hours uf l O 00 .t.m .and S·OO p.:n. on .my d:ty o.:cp1 "~ckcnd~ and any legal hnliday on which I.ESSEF. shall noc conduct busmcs< Ll::SSEE shall 1101 record this I.ease wilhout the wrincn cons.-nt of t.ESSOR. hllwever. upon Che n:qu<'SI of either party hereto lhe other pany shall joio in the execution of a memorandum or su-called "shon r-,1111" uf this Lease for the purposes ofm:ordation. Said memorandum ,:,r shutt form of1his l.c•sc shall describe che parties, chc leKScd Premises and th<: term of this Lease and shall incorporate this Lease by reference. LESSE.U shall record !his Lease or said ihon form at the reque>I of L~OR and shall pay the cosl or recording same. Anychin& herein 10 the connary notwithstanding and withoot in any way limiting or reducing an)' other indemnil)' or waiverofLESSOR liabilil)' otherwise provided for. LESSEt:: asrees chat there shall he no 5 Docusign Envelope ID: 4F19EAOF-2132-42F8-80E7-332135A7B481 Stirling ARTICL£41 RELOCATION OFU:SSEE ARTICLE4l USURY LIMITATIONS ARTICLE4J LIABILITY INSURANCE ARTICLE "4 HOLDl:"IC OVF.R ARTICL£45 SOLELY FOR BENEFIT OF PARTIES pc~unal li•bility o( an) kind or chanctcr on U\c part o>l lh,: I .FSSORS 111di,idu.:ally or c:oil,~1v.:ly with r,:spcct _10 Ill\)' of the lams. covmartb, mndi1ions or pmusinn, u( lbi~ L.:asc and I.Es.<;!;F shnll look soldy 10 1he cqu11y of LESSOR. ,ts heirs and .WljlM. in 1hc lanil :md building o(lh,: office builJ1n1 proj,:ct of which 11>,, demi~ s>"miid fomt a~ (of lhc sai1sfactiun o( .-:Kil and cvcry remedy -,f LESSEE Of li3bility of 1.1:SSOR :irising our of any bn:ach by LESSOR or oth<rWOS<: and ,uc:h ~-xculp.,uon of pawnul liJbilitv uf LES SOR and iis principals is absolute and withour c~ceptt<'III. • At any time h.:rnllcr. LESSOR may change :and relocate the dcmi.,cd premises 10 nnoth.:r :uca in rhe Budding (hm:in re(c:md 10 .is ·the new pn:miscs•) providing. (I) All rmsonable crrons shall be ma.k to ensure 1ha1 the new ~ISCS sh:111 be the: same or n"8rly ,he same 5qWll'f foota(lc. (2) LESSOR uioll pay the n:aoot11ble cOSts of moving LESSl:E from th.: dl.-miscd pmniscs lo lhc new premises and ro, improving the new premises to subslan1ially lhe cond~ion of 1he demikd p(crnisc,,. I l) S11ch move shall be made during ,:veninip. weekends. or odlerwosc was incur U\c least inconvenient;: 10 LESSFF.. (4) LESSOR sllal first give LESSEE ai b$t sixty (00) days IIOlicc bef~ nta~ wch ch•ngc. LESSEE shall coopmotc with LESSOR in all reasonable ways 10 pcmul I.he ncctsS:try aaion 10 make the chlmges including. by-> of cx.omple only. dcsi1111&1ong IUCAtions for fumitun: and equipment. supervise the moving of files or Ingole cquiprncni. do:s1gn:n,n~ 1hc location oftc!q,honc outlc:L\. and listing colws of paint and of llooring if tcquir,:d hcrcund,:r. In I.he event !hat any interest rate qUOICII in 1bcs l"3K i$ pruhtb11ed by Sulc o, ftdetal usury hmitlilions imposed pres..-ntly or in the (uture. then the inlcn:st nitc or rates so proh1bi1ed ~hall be: au1umat1C:1lly rcduc.:d to the maximum allt>wdd by 11H: limillng SW.Ute. law. or rcgulillicm. ( II (:?) (3) LESSEE. 111 its own cost a,d (Xl)CRSC, shall pnxun, and keep in fOfCC during rhc term of 11\is Lc,asc a policy of compttbcns,ve haard and public liability illSllfllllCc with limits ofno< less th3n ONE MILLION ANO N0/100 ($1 ,000.000 00) OOt.LARS 101111} pcNOn. ONE MILLION ANO NO'IOO (Sl.000.000.00) DOLLARS as 1o propcny damqc wu<d b) an insur.uu;c amcr pcnniued 10 do busines.\ in the St:rtc of Alabama. ontun"ll th.: Lessor and the LC$SCC as !heir inlCfC3U onay ~-t.f_<;sF.E shall provide LESSOR a ccrtilicate evidencing such 1n>uranci: and 3 copy of ~id policy on or hefon: rhc .onniversa,y Jaic of sum policy of insurance. 1.ESSEF. shall not Jo ur <u!Tct :anything 10 be done ,. h.:rcby the I.and :ind Building of wh,ch th.: Pn,n,iscs arc 11 pi1t1 nt~y bc: encumbcn.-d by :Ill) lo:m of mcd,:n,~. I~. or n:lllcrulmen, challl:1 mongagcs. or any othsT hens ;ind sh311. -..hencvcr ;ind o1S often .&Sany ~uch liens or1: filed agaiMI the said und and Building pufl)Oflin; It> be for hsbur or onatcri:11 fumish4-d or to be fwnish.:d 10 the LESSEE dischat'lc the same of =on! w11h1n thirty (30) days Jftcr the dale ol tihng by p:1ymen1. bonJing. ox 01he1Wi,;c . .lS pn>Ylded by law. I ESSl,.E., upon raison:tblc nu1o<c Jnd n,ques1 ,n writing from Ille LESSOR. shall •I~ clef end for LESSOR. at the LESSEE-<; wlc COSI and expcns.:. my xtion. suit. or proc..-.:doni; whteh mJy be !lrougltt on or for the cnion:cme111 uf :iny such hen and will pay any damages and $111Sfy and disch~~ iUt) Judgments cnt,..-c:d 1n ~ch .u:ti1111, suit or proco:\!dini: :ind sa,.: Ll:'.SSOR h3rmh:ss from any hubihl). claim or J.on1agcs rc,ulling thc:n:trllm. In the c-,cn1 of def:lull of the LESSEI, procuring lhc Ji<eh:,rg1: . .u aforesaid. uf:any such lien. LESSOR ma,. \¥ithuw rurth<r nU4icc. procure, th.: drlclt.-.rsc tl\,.Tcofby bondoni; nr paymet11 or 01hcrw1sc ~nd all cOSts and cxpens..-s 10 whiclt LESSOR may be put ,n obt.11n1ng ,uch disdoargt shall be p•td by LF.SSEE :.s ~ditinnal rent within let! ( 10) days al\cr n0<1cc from Ll!SSOR uithc amnunr c111e II IS understood and agrec:d 1ha1 all ..ovcn~nts .ind obliga1icr.s of U.SSOR conlllned in tit,, ~e shall be binding upon LESSOR o111d l.F.SSOR-S succ.:s50rS 3nd .u,;1gns "'11y w11h n:spccl 10 bn:-.ich~"> ucc:urring during LE<;SOfl and LESSOR"S sue~· and .:1$$igns rcspcctiv.: llW11crsh1p of l.l:SSOR"S in~-rcst hcn:under. Funl=. LESSF.E specifically JgJWS 10 louk ~lcly 10 I l:SSOR'S then .:quity inlo:TCSI in 1hc Land and Building of which tl,c Pn!mi~s an: a p-MI for re-cover) o( .my judgm.:nl (rom LE."-'-OR. ,t bting sp,:cincall) "l:rc<d thal ncilhtt LESSOR (origin.ii ur <ucccssorl. nor any bcncliciary. trusi,-.:. or panncr of ijn)' cn1i1y holding I.F.SSOR"S in1cn:s1. wll b~ pcrs.lltully liable for any such judgmcn1 °' fo, the paynwnt llf any munclllf)' obligation lu LESSEE. Th,, pro11ision contained ,n the (orcgoini s..-ntcnee is no< intended 10. and shsll not. limit any ni;llt 1ha1 LESSEE mi;;h1 othcrw,sc huv,: 10 obtain injunclivc relief from LESSOR "'I.F.SSOR S WccciSOCS in inrcrc:st. for 30y :iction nol in•olving 1hc pc~nal liability uf LESSOR (uri11inal or :succ=> ro rt.,pond in momwy d;vnlll~ from I.ESSOR"S uscts 01001lnln l.f:.SSOR"S equity in1cr~1 ,n ,w:h I.and 3nd Ouildins. In no event sh•ll LESSOR ever~ Ir.lb!¢ 10 t.ESSEE for .iny indircc1. <pcc1al, or consequcnlial dama11c, suff,-n:J by I.ESSl:E from whale-ff cnus.:. SIIOUl.O LESS£!: cominuc ,n poss.:ssion o>flhc new l'mnis..-s all,-r tennin:11ioo -,fthis Lca:,c. colhcr wnh or wilhout LESSOR'S com,,:nl. then in the ,bseflO<' of written "IV'--.:rMnt to the cunlrary. wch holding o,cr shall II.: oorult\lL-d as a 1,:N1J1Cy from month to munlh. subj,-ct ,., all 1hc 1crms and wndi1iun, hcn:o( ci,-cp1 1h;u the monthly rental during ;any <u.:h pcnod ofholdini; l,)vcr shall b,: in an :imount equal 10 one hundred '"""'~ •fi•.: pcn:~-n, 1125%) of lht a1on1hly n:ntal ;,p..-ciii«I in ARTlt.:LI.: IV hen:ol°; bur nothini; 1n this ,\rt1clc -.h•II be construed as COllsettl by Ll:SSOR w "It) holding ,w~r or u 3 waiver of :m~ 1ij:h1.> uf LESSOR 01h,"fW1Sc providw for herein. II i5 ,.~Pf=I~· unckrI:ond lltd agreed rh•: thi:. Lease anJ :he ~o-..cnan1s c1>n11,nct1 hcn:1n .1tt <or 1h.o sole lk:11di1 ui Ll:SSOR >nd L F.SSEE. :heir succc!iSOrs .ind iu,.1gns 1nclud1ng "uhuut 1111111,uun . .vllh ~p,-cl to LES$OR. an) mllnpga or" l.f-'iSOR. :Ind 1h:11 :ill rights of xuon IOf 3ft) btcach nf JII} .:ov~an, herein ,i.lfttAinrd urc n=rvcd to ,i,ch pan,~. a11J 11 i, iunhC1' c~p<e»I) un~cr<t<>ud ;ind ai;rcc,J lh~I ..u~h pan1<:> m•)· b) mulu:tl "llrccmcnl •11,-r . .amend. modily. 11r revoke"' rc,c,nd th•• Lc-.1..: or an) ,-uvenant hcrc,n contained in writing w,d :at an~ umc 6 OoOJsign Envelope IO: 4F19EADF-2132-42F8-BOE7~2135A78481 Stirling EXECUTED AND AOREl!D TO in mu~le original eou11,rput1 on the dalc(s) Id out In Ille rapedi" acbowledpMms below, but a of Ille dale above fire Id oat. ATIT.sT: ATI'l'SI': , Jgpifer Scarfi-,, LMFT dba Horizon Point Tlientp)· Groap, LLC, an Alabama limited liabiJitx eotpP■ny. L~br: 10/14/2025 8 : ~ StAt'li~ o78Clb§il)CeocilC AS ITS: Jennifef Staffing Oocusign Envelope ID: 4F19EADF-2132-42F8-B0E7-332135A7B481 Stirling EXHIBIT .. A., P■se 1 of2 LESSEE accept, the Premise, in "as it" condition. LESSEE sh■D reimburse LESSOR for tile cost oftlleir 1uite sip ■ad exterior sip■ce. LESSOR shaU pay for uWitia, incl■dlag • broaze package for Internet seni«. ud maintenance of the HV AC system. LESSEE wut make LESSEE', own arnnge1Dents for tbe supply and payment of telephone and computer hook-ap and any additional services required. LESSOR has contracted with B@kerBytes to provide for any phune or computer hookups Ill our llfflll'Ork infrastructure. LESSOR may, with notice to LESSEF., or witbout notice in case or an emerienq,, cat off and discontinue water, electricity, and any and all utilities whenever such discontinuation is necessary in order tu make repairs or alterations. No such action by LESSOR shall be construed as an evictioa, dliturbance of pouession or u au election by LESSOR to terminate this l..ea5e, not shaD LESSOR in any way be respoa,ible or liable for such action. LESSOR will make available ase or the broau package system to Lt:SSU on the tame basil u it is made available to other tenants. It will be a secure ■ad private, wired and wireless network with 25 mgbs of Internet speed. Additioaal packages of plaone and internet services are available upon request. (Silver package would boost internet speeds to SO mgbs aad include a cloud-based phone; gold package would increase internet speeds to 100 mgb9, include a cloud-based phone, ■ad B@kerBytu remote support.) 8 Oocuslgn Envelope ID: 4F19EAOF-2132-42F8-80E7-332135A78481 Stirling EXHIBIT"A" Page 2 oil ...... -- --;,----4 -~ ·:T -· '--; :.~ r .. 1~ 'Ii -c ... .. 4 -- 9 Docusign Enve lope ID: 4F1 9EADF-2132-42F8-BOE7-332135A7848 1 stirling EXHIBIT "8 '' RULES AND REGULATIONS I, Sidewalks, doorways, ves1ibule:s, halls. stairways and similar areas shall nol be obSlluc:red by 1en1n1S or used for any purpose orher than ingress and egress 10 and from lhc Leased P=ises and for goin& Crom one 10 anOlhct pan of1he Building. 2. Plumbing ftxrures .ind applianu.< sh.>tll be u..:d only (or purposes for which coostrucled, and nu sweepings, rubbish, rags or olher unsuitlble material shall be rhrown or placed !herein. C>ariugc n:suhin11 lo any such fuuures or appliances from misuse by 1 1enant shall be paid by him. and Building shall no< ,nan~ cue be =POMibtc 11:m:forc, No signs. advcrtisemcnlS or noliccs shall be pain1ed or affixed un or 1u any windows or doon or 01h~-r part of the Building. exccp1 of such col«. size and slyle and in such places. as shllll be firs: appnM.'d in writing by Building. No nails, hooks « screws th311 be driven or inserted in any part or lhe Building, cxcepi by cite building maintenance personnel. nor shall any part be defaced by 1cnan1S. 4. Buildin11 Owner shall have Ille power 10 prescribe Ille weigh1 and posi1ioo or iron safe., or u1her heavy o;quipmonL To dislributc 1he wei"11 uf1he equipment. Building may require 1h11 it scand un suppo11in11 devices approved by Lc~or All damage done 10 :he Building by raking in or puning ou1 any pn>p1.-ny or a u:nanl. or don<: by a tenan1's properly while in lht Buildino, shall be repaired a1 1he ~Apense of such icnan1. S A ic:nan, shall nu1ify \he building mamiger when safes or odler hcav~ equipment (nOI 10 exceed rh e load limi1 of ek:va1orsl = 10 be iaken in ur oul of Ille Building. and the movinJI shall be done under che supervision ur 1hc building manag~r. after wrincn perm11 from Buildina. Persons s-rnployed 10 mo~c such prnpcny shall be accq,lllblc 10 Building. 6. Corridor doors, when not m use, shall be kept closed. 7 '<o fumi1ure or bulky material u( any kind will be received in 1hc Buildint: or cHrrie.i up ur down Slairs or in lhe ckv3101s. :.,c.:pc in the manner and at the time specified by Building. 8 Each 1enan1 shall cooperalc wi1h 8111ldin1:'s employees in keeping Lea.wd P""miscs neat .llld clean f enanis shall no> :mpluy person~ for che purpose oi' ~ucl> cleaning w11hou1 prior ;ippro\111 of the Building. Bui lding shill be ,n no ""'Y rcspuru1h\c 10 1enanis. their :,gmu. employees. or inv11cs. for any loss of property from Ille Lcaud Premises or for J11y Jamagu 10 proptn) !hereon from wha1.<ocver caw.e. 9 To in,vn, onkrly operattoo uf 1hc Bulld,n'-n<> i<:c, mineral or 01hcr water. 1owels, newSl)aptrs. e1c .. $Ir.ill he delivered 10 any Leased Pn:mosc<. excepl hy persons appoin1cd or 3ppro•cd in "'riling ~y Buildini;. IIJ. Shuuld a lcllilnl requ,rc tclegnplnc. rel~phonic. a.nnuncia1or or n1her communica?ion sc,vice. Buitdrng will d,n:a lhc cln:1riciJ11s wh.:rc and how wires .ue lu be mtrodut<Od ;ind pb:ed. and none shall oc introduced or placed. and none shall b.: inuvduced or placed cxcepl :u Uuilding ;hall di~t l.ileclf'I<: current sha!I r.OI be l1SCd for h~atin!I withoul Ruild:ng·s prior ,yrim:n pcrm,Minn. 11 . Buildin, Owner or ii'• Agcnl shall, at reasonable how's. hlOvt 1he rir,ht 111 cn1er pr~m•:ICS l<as.:d ,o 1cnan1S. lo e,aminc same or 10 make such at1crations and repairs ~• m&) be decm.d IICCCS$1')'. DudnJ 1he last 60 <bys or lhc term 1. .. -ssor ma)/ e~hibil thc premise, 10 pro$pectivc new tenants. 12. TcnanlS shall no1 make « pemul any improper noises in chc Building, or otherwise interfere in any w»y wilh <>!her lenants. or persons having business wilh them. 13. Nolhing shall be swepl or ll\rown inlo 1he corridors, halls, elevator shafu or Slairways. No birds or animals shall he broughl in10 or kepi in or about the Build ing 14. Building Owner reserves 1hc right lo require whalever measures necessary to insure !he security of lhc Building, including, but not limited lo, lhe registering of persons who en1er che Building after normal office hours. IS ~n draperies. sllu11crs. ur Olher NmdO\, covering s hall he installed on ex1crior windows or walls and doors facint public corridors or walkw,1) s "'11hout Ru,ld,ng O"n,r', prior written approval. Building shall have the right to require ins1alla1ion and continued use of uniform window covering 101 such wmdows. 16. 8utlding Owner rescrves me right to rescind any of1hesc rules and make such other and further rules and regu la1ioos ~• in its judgmcnl shall from time lo lime be needful for the saCcty, protecliM, ~are and cleanliness of the Building, lhe operation lhtrcor, 1he preservation of good Ol'der 1hcttin, and the proteccion and comfort of iu 1enan1s, lhcir agcnlS. s'fllpluyees and invites. which ru les when mW~,~--·•-·••" <o •·•~• .. , ...... , .. _ b,m O <Oo •-U ;f «"'~"'"' ~ 10 Page 6 of6 CERTIFICATION OF PROPERTY OWNER NOTIFICATION LIST As Required by the City of Fairhope Hearings on Board of Adjustments & Appeals applications require notification to all property owners within 300 feet of the property under consideration for the change. This list must be the most current property owners' records available from the Baldwin County Revenue Office . . By signing below, 1~i , (applicant) do hereby certify that the property owner list attached to this a lication was obtained from the Baldwin County Revenue Office and is a complete list of all real property owners/lessees within 300 feet of the parcel submitted for consideration by the Board of Adjustments & Appeals. ~ ~ City of Fairhope• Planning & Zoning dl,15p,.~b Zoning Compliance Certificate Businesses located within city limits require ZCC approval. Requests must be emailed to: P.lannirlg@fajrhopeal gov with "Zoning Compliance Certificate" in the subject line or mailed to Planning & Zoning Department, PO Box 429, Fairhope, Alabama 36533. APPLICANT INFORMATION: Jennifer Starling Business Owner/Officer Name jstarling.counseling@gmail.com Email 251-298-7819 Phone Horizon Point Therapy Group Business Name 311 Magnolia Avenue Fairhope, AL 36532 Business Location (Street, City, State, Zip) Dobson Management LLC Property Owner Name (if different from Business) mike@311magnolia.com Email {251) 929-1978 Phone DESCRIPTION OF BUSINESS: (i.e. restaurant, home office for online sales, automotive repair, hours of operation etc.) Horizon Point Therapy Group is a counseling practice providing individual, couples, and family therapy services. Clients will be seen both in person at the office and via secure telehealth sessions. Services will focus on mental health counseling, relationship issues. and emotional well-being-consistent with the scope of practice for a licensed Marriage and Family Therapist in the State of Alabama. Is the proposed business a Horne Occupation or Commercial Business? (c.b.e.ck.QM): D Home Occupation @ Commercial Business (See ~C1i!.Hl..lll ~5:~ for requirements) If commercial, is the proposed business located in a multi-tenant building? I!'.'.) Yes □ No Please note: If the business location is a multi-tenant building, a flPouililo may be required for review and should be provided with this application if already available. ACKNOWLEDGEMENT: By signing below, the Applicant/ Owner hereby attests that all information provided in this application and any accompanying plans or documentation is true and correct to the best of their knowledge and understand that any omissions, misrepresentations, or Rev: 10/21/25 For more inform on: www.EllirtlQJlHl,tQ'i I P.ll!Dnlo&@tl!irMP.!l!l~go.v I 251.928. 8003 Visit our offices: 451 Pecan Avenue, Ste. 200, Fairhope, AL 36532 Monday -Frida y: 7 am -4 pm 1 of 2 FAIRH0PE • Ptanning&Zoning Zoning Compliance Certificate PLANNING DEPARTMENT: (This section for internal use ONLY) Case Number Com plete Date Planning Representative D Approved D Denied Staff Comments / Conditions: Rev: 10/21 /25 For more information: www.fairhopeal.&o.v I planni111t@l11ir:b2RC8L&o.v 1251.928.8003 Visit our offices: 451 Pecan Avenue, Ste. 200, Fairhope, AL 36532 Monday -Friday: 7 am -4 pm 2 of 2