SCORES PRESENTS TRADEMARK LICENSEAGREEMENT

Exhibit 10.3

SCORES PRESENTS TRADEMARK LICENSE AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into this 20^th day of April 2015 (the “Effective Date”) by and between SCORES LICENSING CORP., a Delaware corporation, with its principal office at 617 11^th Avenue, New York, NY 10036 (“SLC”) and HIGH FIVE MANAGEMENT INC., a South Carolina corporation with its principal office at 450 Airport Rd, Greenville, SC 29607 (“Licensee”).

WITNESSETH:

WHEREAS, SLC is the authorized licensee of the SCORES PRESENTS trademarks listed on Schedule A hereto, which may be amended from time to time by SLC in its sole discretion, by providing Licensee with written notice of such changes (collectively, the ”SCORES PRESENTS Trademarks”);

WHEREAS, Licensee is the owner and operator of an adult entertainment night club/restaurant to be located at 450 Airport Rd, Greenville, SC 29607 (the “Location”) which will be open to the public and fully operational as SCORES PRESENTS THE TROPHY CLUB no later than 120 days from the Effective Date (the “Business”);

WHEREAS, Licensee wishes to operate the Business under the name “SCORES PRESENTS” and to otherwise brand the Business with the SCORES PRESENTS Trademarks, and to offer and sell various related licensed products at the Location under the SCORES PRESENTS Trademarks; and

WHEREAS, SLC which to license the SCORES PRESENTS Trademarks to Licensee for use in connection with the Business pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, for and in consideration of the promises, covenants, and agreements contained herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, SLC and Licensee (the “Parties”) agree as follow:

In order to preserve the value, goodwill and reputation of the SCORES PRESENTS Trademarks, Licensee and SLC shall consult with each other during the Term hereof with regard to any marketing, advertising or promotional activities pursuant to the Business and SLC will have the right to pre-approve in writing, (in its sole discretion), all advertisements, promotional, marketing and other similar materials, including by not limited to, the images and format of the other similar materials, including but not limited to, the images and format of the Diamond Dollars ™ and the images of the SCORES PRESENTS Trademarks for the Business (collectively, the “Promotional Materials”) in order to ensure consistent quality of same and adherence to any brand or marketing guidelines provided by SLC. Prior to using any Promotional Materials, Licensee shall send copies of all proposed Promotional Materials to SLC for SLC and/or Owner’s review. SLC agrees to use commercially reasonable efforts to inform the Licensee of the decision regarding any approvals within ten (10) days of receiving Promotional Materials for approval, provided however, that SLC’s failure to provide such approvals during such 10-day period shall not be deemed to constitute approval. All Promotional Materials shall be deemed “works made for hire,” pursuant to the Copyright Act of 1976, as amended, and all rights in and to the copyrights to such Promotional Materials shall be owned by Owner.

Licensee shall comply with all applicable laws, codes, regulations, orders and safety standards regarding the operation of the Business and the use of the SCORES PRESENTS Trademarks herein. SLC’s approval of Promotion Materials pursuant to Section 4 above in no way affects, alters, diminishes or waives Licensee’s obligations hereunder or Licensee’s obligations to indemnify SLC as set forth below.

(i) shall commence operation of the Business at the Location with 120 days of the execution of this Agreement and within that time obtain all permits, approvals, and consents, including, but not limited to liquor license and zoning and use permits in order that the Licensee may lawfully operate the Business at the Location as an adult entertainment night club in that manner contemplated herein;

(ii) shall render all services of quality equal of other Licensees of the SCORES PRESENTS Trademarks;

(iii) shall maintain facilities and trained personnel sufficient to perform its obligations under this Agreement.

(iv) shall maintain a commercially reasonable inventory of merchandise bearing the SCORES PRESENTS Trademarks;

(v) shall not promote or advertise during the Term of this Agreement, any services or items that are comparable and competitive with SLC and which bear the name or are associated with the name, of businesses that SLC deems to be directly competitive with SLC without SLC’s prior written consent or any other business which renders adult entertainment services, including but not limited to gentlemen’s clubs, whether live or online;

(vi) shall not produce, distribute or sell any other products which are substantially similar in design to the Merchandise, and shall not “knock off” the Merchandise (which shall be determined by using a standard that is broader than that for determining whether a copyright has been infringed); and

(vii) shall not take any action which creates any lien upon, mortgage or otherwise encumber the Licensee’s interest in this Agreement without the express prior written consent of SLC, which consent may be withheld in SLC’s ole and absolute discretion.

(i) Subject to any pre-existing licenses granted by the Owner of the SCORES PRESENTS Trademarks, SLC is the exclusive Licensee of the SCORES PRESENTS Trademarks and has the sole and exclusive rights to sublicense the same on the terms set forth herein;

(ii) SLC has full power and authority to enter into this Agreement;

(iii) To the best of SLC’s actual knowledge as the Effective Date, the granting of the Licenses hereunder or the subsequent commercial exploitation of the Licenses during the Term does not violate the registered U.S. trademark rights of any third party; and

(iv) To the vest of SLC’s actual knowledge as of the Effective Date, there are no liens, encumbrances, security interests, claims, actions, proceedings, or judgments regarding the SCORES PRESENTS Trademarks which would in any way impede, hinder, impair or interfere with the Licensee’s rights hereunder.

This Agreement and Licensee’s rights hereunder are conditioned upon Licensee’s compliance with the terms hereof, including, without limitation, the following:

Unless earlier terminated in accordance with Section 11 by either party, the term of this Agreement shall commence on the Effective Date and continue for an initial term of five (5) years, with five (5) successive five (5)-year renewals, which renewals will occur automatically (collectively, the “Term”).

EXCEPT WITH RESPECT TO LICENSEE’S INDEMNIFCATION OBLIGATIONS HEREUNDER AND/OR CLAIMS ARISING OUT OF LICENSEE’S GROSS NELIGENCE OR WILLFUL MISCONDUCT OR LICENSEE’S VIOLATION OF THE INTELLECTUAL PROPERTY, LCENSE OR CONFIDENTIALITY RESTRICTIONS CONTAINED HEREIN, IN NO EVEENT SHALL EITHER PARTY OR THEIR PARENTS (INCLUDING OWNER), AFFILIATES OR SUBSIDIARIES BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SLC’S OR OWNER’S LIABILITY TO LICENSEE ARISING OUT OF THIS AGREEMENT EXCEED, IN THE AGGREAGTE, THE AMOUNTS PAID BY LICENSEE TO SLC UNDER THIS AGREEMENT DURING THE NINETY (90) DAY PERIOD IMMEDIATELY PRECEEDING THE ACCRUAL OF THE ALLEGED CAUSE OF ACTION. IN NO EVENT MAY ANY ACTION BY LICENSEE AGAINST SLC OR OWNER HEREUNDER BE ASSERTED MORE THAN ONE (1) CALENDAR YEAR AFTER THE CLAIM IN QUESTION HAS ACCRUED

It is expressly agreed and understood that neither party hereto is the agent or legal representative of the other and neither party has the authority, express or implied to bind the other or pledge its credit. This Agreement does not create a partnership or joint venture between the Parties.

It is understood and agreed that in the event of an act of the government, war, terrorism, fire, flood or other natural disaster, or labor or manufacturing strikes which prevent the performance of this Agreement, such nonperformance will not be considered a breach of the Agreement, and such nonperformance shall be excused while, but not longer than, the conditions described herein prevail. The period of Force Majeure shall not exceed twelve (12) months. Either party may terminate this Agreement upon written notice to the other party if the Force Majeure event lasts for twelve (12) months or longer.

All notices, whenever required in this Agreement, will be in writing and sent by certified mail, return receipt requested, or via standard overnight courier, facsimile transmission or electronic mail, to the addressed designated by the Parties for such purpose. Notices will be deemed to have been given two business days following mailing, one business day after delivery to an overnight courier, and upon electronic confirmation of facsimile transmission.

With a copy to: Jeffrey Weingart, Esq., Meister Seelig & Fein LLP, 140 East 45^th Street, 19^th Floor, New York, NY, 10017, Fax No. ((212) 655-3535.

Notices to Licensee: [To Be Provided by Licensee]

This Agreement shall be construed in accordance with the laws of the State of New York, Untied Stated of America, and jurisdiction over the Parties and subject matter of this Agreement with respect to any controversy arising hereunder, in whole or in party, shall be exclusively in the federal or state courts located in the State of New York, County of New York. The Parties hereby irrevocably consent to the exclusive jurisdiction and venue of such courts.

This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and permitted assigns, provided, however, that neither this Agreement, nor any of the rights, interests or obligations hereunder may be assigned by Licensee without prior written consent of SLC, and any attempts to do so without the consent of SLC shall be void and of no effect.

This Agreement constitutes the entire agreement and understating between the Parties hereto. No other oral or written agreements or representations exists or are being relied upon by either party, all being merged herein. Any modifications or additions hereto must be made in writing and signed by the Parties.

THIS AGREEMENT AND THE LICENSE GRANT CONTAINED HEREIN SHALL NOT BE CONSIDERED VALID UNTIL EXECUTED BY AN EXECUTIVE OFFICER OF SCORES PRESENTS LICENSING CORP.

A eight week Security deposit shall be held by Licensor without liability for interest and as security for the performance by Licensee of Licensor’s covenants and obligations under this agreement, it being expressly understood that the Security Deposit shall not be considered an advance payment of royalties or other obligation but a measure of Licensor’s damages in case of default by Licensee. Unless otherwise provided by mandatory non-waive able law or regulation, Licensor may commingle the Security Deposit with Licensor’s other funds. Licensor may, from time to time, without prejudice to any other remedy, use the Security Deposit to the extent necessary to make good any arrearages of royalties or to satisfy any other covenant or obligation of Licensor hereunder. Following any such application of the Security Deposit, Licensee shall pay to Licensor on demand the amount so applied in order to restore the Security Deposit to its original amount. If License is not in default at the termination of this agreement the balance of the Security Deposit remaining after any such application shall be returned by Licensor to Licensee. If Licensor transfers its interest in the premises during the term of this agreement, Licensor may assign the Security Deposit to the transferred and thereafter shall have no further liability for the return of such Security Deposit.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their respective duly authorized representatives as of the date first written above.