a20180929appfolioweworkm






DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E                              WEWORK MEMBERSHIP AGREEMENT                                                          Membership Details Form                 Member Company Name (Legal Name):                AppFolio, Inc.                 Industry:                                        Technology (SaaS); Call Center                  Agreement Date:                                  September 28, 2018                 Start Date:                                      December 1, 2018                  Commitment Term:                                 Twenty-four (24) months                 Termination Notice Period                        Six (6) months                  Office Number(s); Main Premises; Size            02-119; WeWork Legacy North, 7300 Lone Star Drive Suite C200 Plano                                                                 TX 75024                  Set-Up Fee:                                      $0                 Service Retainer:                                $60,650.  You shall not be permitted to move into the Office Space until                                                                 the Service Retainer has been fully paid, as described in Sections 4.a and                                                                 5.a of this Agreement.                 Membership Fee:                                  121,300 (reduced by 50% discount noted below)                 Discounts:                                       Month 1-24: 50%                  Payment Method:                                  ACH                 Conference Room Credits (per month):             504                 Print and Copy Credits (per month):              29,640 black & white & 4,940 color per month                 Number of Individual Members/Capacity:           247                 Parking Fees (if applicable):                    N/A                 Parking Spaces (if applicable):                                   Notes:                                           Automatic Termination                                                                  Notwithstanding anything to the contrary contained herein (including                                                                 termination notice requirements as described in Section 5), this                                                                 Agreement shall terminate on the later of (i) November 30, 2020 or (ii)                                                                 twenty four (24) months after receiving full and complete access to the                                                                        1                 





 






DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E                                                                  Office Space.  No further termination notice shall be required to be                                                                 provided by either party to terminate this Agreement.                                                                  Expansion                                                                   During the Commitment Term, if office number 02-120 and/or 02-121 of                                                                 the Main Premises (each an "Additional Office" and collectively the                                                                 “Additional Offices”) becomes available to license to another company                                                                 not currently licensing the space, WeWork will notify Member Company                                                                 and Member Company shall have the exclusive first right and option                                                                 (“ROFR”) to license the Additional Office(s) at the then undiscounted                                                                 Membership Fee provided by WeWork in the Main Premises (the                                                                 “Additional Office Option”). Member Company must exercise the                                                                 Additional Office Option by delivering written notice thereof to WeWork                                                                 within ten (10) Regular Business Days of the WeWork notice. If Member                                                                 Company exercises the Additional Office Option, Member Company                                                                 shall be required to enter into a Membership Agreement for the                                                                 Additional Office(s) with a Commitment Term that expires on the later                                                                 of November 30, 2020 or expiration of the Commitment Term under this                                                                 Membership Agreement. If Member Company does not exercise the                                                                 Additional Office Option within ten (10) Regular Business Days after                                                                 WeWork notifies Member Company of WeWork’s intent to license the                                                                 Additional Office(s) to another company, the Additional Office Option                                                                 will immediately expire with respect to the Additional Office that is                                                                 subject to it and there will be no restrictions on WeWork’s right to                                                                 license the Additional Office.                *Service Retainer and Set-Up Fee due on the date hereof.                                                                       2                 





 






DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E                                                                                           Address:                 AppFolio, Inc.                   Contact Information – For Company                                                    50 Castilian Drive                                                                                                     Goleta, California 93117                 Primary Member                                                                                                                         Contact Email – For WeWork:                Primary Member Name:     Dan Rudd                                                                                                    This Agreement, including the Terms and Conditions and               Title:                    VP, Corporate Real Estate         Membership Details Form, will be effective when signed                                                                           by both parties.  In the event of any conflict between the               Phone Number:            954.234.5000                            Terms and Conditions and the Membership Details Form,                                                                           the Membership Details Form shall prevail.               Email:                   dan.rudd@appfolio.com                                                                                                  By signing this Agreement, you represent to us that you               Address:                 AppFolio, Inc.                     have the proper authority to execute this Agreement on                                        50 Castilian Drive                 behalf of the company listed above and incur the                                        Goleta, California 93117           obligations described in this Agreement on behalf of such                                                                           company.                                               If the Primary Member is also the Authorized Signatory,               please check here:  ____                                    WeWork Signature                              If the Primary Member is also the Billing Contact, please   WeWork Building Entity:  7300 Dallas Parkway Tenant               check here:  __X__                                          LLC                                      Additional Primary Member                                   Signature:                                                                                                                                 Claire Cramer              Primary Member Name:     Jennifer Hawley                    Name (Print):                                              Title:                    Facilities Specialist             Title:   Account   Executive-    Strategic    Growth                                                                                  9/29/2018 8:43:58 PM PDT              Phone Number:            682.321.4571                             Date:                                                        Alternate Phone Number:  805.364.5839                             Company Signature                              Email:           jennifer.hawley@appfolio.com                        Company  Name: AppFolio, Inc.                                           Address:                 AppFolio, Inc.                     Signature:                                                                                 1701 North Plano Road                                        Richardson, Texas 75081            Name (Print):    Ida Kane                                          Authorized Signatory                                        Title:           Chief Financial Officer                           (if different than Primary Member)                                                                           Date:            September ___, 2018                              Authorized Signatory Name: Ida Kane                                                                                   Signed By (Select One):               Title:                   Chief Financial Officer                                                                              ___ Primary Member               Phone Number:            805.364.6049                                                                                         _X__ Authorized Signatory              Email:                   ida.kane@appfolio.com                                                                                                                                                         3                              DOCSSB/112614v2/100382-0000  





 






DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E                                                                                           “Regular Business Hours” are generally from 9:00 a.m. to               TERMS & CONDITIONS                                          6:00 p.m. on Regular Business Days                                                                           “Set-Up Fee” means the fee you will be charged for each               1.  THE LINGO                                                                              individual Membership included in the Capacity of your                                                                           Office Space; you are obligated to pay the Set-Up Fee for               “Agreement” means, collectively, these Terms &                                                                           each Individual Office that you occupy, including such Set-              Conditions (the “Terms and Conditions”), the attached                                                                           up Fees as may be due upon transfer, including upgrade or               Membership Details Form cover page(s) (the “Membership                                                                           downgrade (i.e. transferring to an Office Space with a               Details Form”), and any other attachments, exhibits,                                                                           higher or lower Capacity), of Office Space.               and/or supplements.                                                                           “Start Date” means, subject to Section 2.c, below, the date               “Authorized Signatory” means an individual authorized to    set forth in the Membership Details Form upon which the               legally bind your company.                                  Services will begin being provided with respect to each                                                                           Individual.                “Capacity” means the number set forth in the Membership               Details Form in the “Capacity” field.                       “WeWork,” “we” or “us” means the WeWork entity you                                                                           are contracting with.               “Commitment Term” means the period of time from the               Start Date to the last day of the period set forth on the   “WeWork Member Network” means the WeWork               Membership Details Form under “Commitment Term”             members-only online community accessed through the               with respect to each Individual Office Number, and which     internet or our mobile app.               may be extended upon mutual agreement of the parties.                                                                           2.  THE BENEFITS OF MEMBERSHIP                       “Individual Office Number” means each individual office               number and/or workspace location as may be specified in      a.  Services. Subject to the terms and conditions of this               the Membership Details Form. If the symbol “Ø” is               Agreement, and any other policies we make available               included on the Membership Details Form, we will provide        to you with prior notice from time to time, during the               the Individual Office Number(s) for the agreed upon              Term (defined below), WeWork shall provide you               Capacity prior to the Start Date.                               (and your Members, as applicable) the services                                                                               described below, it being understood that minor               “Main Premises” means the Premises in which the Office          service interruptions shall not constitute a breach of               Space is located, as set forth in the Membership Details        this Agreement provided that WeWork shall use best               Form.                                                           efforts to remedy any such interruptions as quickly                                                                               and efficiently as practicable. These services are               “Member” means each person you authorize to receive             referred to in this Agreement as the “Services.”               the Services (defined in Section 2.a, below) (each Member               granted a “Membership”).                                            Dedicated access to the Office Space, subject to                                                                                   our access as set forth in this Agreement,               “Member Company” or “you” means the company, entity,                provided that no other members shall have               or individual entering into this Agreement as listed in the         access to your Office Space               Membership Details Form.                                                                                  Regular maintenance and cleaning of the Office                                                                                                  Space, including: (i) nightly trash removal from               “Office Space” means the actual office or workspace                   the Office Space, conference rooms and               corresponding to the Individual Office Number(s), taken              common spaces; (ii) regular trash removal from               together.                                                           bathrooms and common spaces; (iii) deep clean                                                                                   of the Office Space on a weekly basis; and (iv)               “Premises” means a building or portion of a building in             daily upkeep of bathrooms, pantries, conference               which WeWork offers offices, workstations, other                                                                                   rooms, and common area.               workspaces, and/or other services to Members.                                                                                    Furnishings for the Office Space of the quality               “Primary Member” means the primary in-Premises                                                                                   and in the quantity typically provided to other               Member contact for WeWork.                                                                                   WeWork Member Companies with similar office                                                                                   space, workstations, and/or other workspace, as               “Regular Business Days” are all weekdays, except local                                                                                   applicable, in the Premises.               bank/government holidays.                                                                                   Access to and use of the WeWork Member                                                                                   Network site in accordance with the terms of                v.8.1.18                                               1                 





 






DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E                                       services available at                                   contained in your Office Space for health, safety,                       members.wework.com/terms.                               emergency, repair, and maintenance reasons or                                                                               where necessary to comply with law, provided that                      Access to and use of the shared Internet                we will not do so in a manner (i) that substantially                       connection in accordance with the terms of              decreases the square footage of your assigned Office                       services available at wework.com/legal/wireless-        Space or related amenities and (ii) which causes                       network-terms-of-service.                               material interference with your business operations,                                                                               and we shall endeavor to provide you with                      Use of the printers, copiers and/or scanners            commercially reasonable advance notice of any such                       available to our members and member                     changes.  We reserve the right to alter your Office                       companies, in accordance with the terms                 Space for health, safety, emergency, repair, and                       described herein.                                       maintenance reasons or where necessary to comply                                                                               with law, provided that we will not do so in a manner                      Use of the conference rooms in your Main                (i) that substantially decreases the square footage of                       Premises and use of conference rooms in any             your assigned Office Space or related amenities and                       other WeWork Premises during Regular Business           (ii) which causes material interference with your                       Hours, in each case subject to availability and         business operations, and we shall endeavor to                       your prior reservation of such conference rooms,        provide you with commercially reasonable advance                       in accordance with the terms described herein.          notice of any such changes. We may also modify or                                                                               reduce the list of Services or furnishings provided for                      Heat and air-conditioning for commercially              your Office Space at any time, but on commercially                       reasonable office use of the Office Space twenty-       reasonable prior notice, provided that (i) such                       four hours a day, seven days a week, 365 days a         changes will be done in a manner to minimize                       year.                                                   interference with your business operations and (ii)                                                                               will be non-discriminatory and also apply to all other                      Electricity for commercially acceptable office use      Member Companies in the same Premises receiving                       in light of the Industry set forth in the               similar Services.  The Services may be provided by us,                       Membership Details Form.                                an affiliate or a third party. Throughout the Term of                                                                               this Agreement, the furnishings shall be consistent                      Use, within the Premises, of kitchens and               with those set forth on Exhibit A, attached hereto and                       beverages made available therein.                       incorporated by this reference, which shall be                                                                               provided at the Office Space and Premises at the Start                      Acceptance of mail and deliveries on behalf of          Date.                       your business during Regular Business Hours;                       provided that we are not liable for any mail or                                                                           c.  Office Space Not Timely Available; Membership                       packages received without a WeWork                                                                               Credits.  We will make commercially reasonable                       employee’s signature indicating acceptance.                                                                               efforts to deliver the Office Space to you by the Start                                                                               Date. If we are unable to make the Office Space                      Opportunity to participate in members-only                                                                               available by the Start Date we will not be subject to                       events, benefits and promotions.                                                                               any liability related to such inability, nor will such                                                                               inability affect the enforceability of this Agreement;                   Other services may be provided for an additional fee,                                                                               provided, however, that the parties understand and                   such as car parking space, phone service, and IT                                                                               agree that for every day the Office Space is not                   services, subject to availability at the Main Premises                                                                               available for your access beginning on December 1,                   and any additional terms and expenses applicable to                                                                               2018, and ending on January 31, 2019 (the “Delay                   those services.                                                                               Period”), WeWork shall provide a day-for-day                                                                               Membership Fee Credit (collectively, the               b.  Our Reserved Rights. We are entitled to access your                                                                               “Membership Fee Credits”) for each day of the Delay                   Office Space, with or without notice, in connection                                                                               Period, up to a maximum of sixty-two (62) daily                   with our provision of the Services, and/or for safety                                                                               Membership Fee Credits. This Agreement shall                   or emergency purposes or for any other purposes and                                                                               remain in full force and effect, provided that: (i) the                   will do so in a manner to minimize interference with                                                                               failure to provide access to the Office Space does not                   your business operations; provided, however, that if                                                                               last longer than two (2) months and (ii) we will not                   our access to your Office Space is not in connection                                                                               charge you the Membership Fee during the period                   with safety or emergency-related events, or for our                                                                               the Office Space is not available to you.  Following the                   regular provision of the Services, we will make                                                                               two (2) month period set forth in (i) above, you shall                   commercially reasonable efforts to provide you with                                                                               have the ability to terminate this Agreement upon                   at least forty-eight (48) hours prior written notice                                                                               seven (7) days’ prior notice to us.   Notwithstanding                   before entering. We may temporarily move furniture                v.8.1.18                                               2                 





 






DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E                                   anything in this paragraph to the contrary, if the delay b. Changes to or Removal of Primary Member or                   in providing the Office Space is due to your actions or     Authorized Signatory. An Authorized Signatory                   inactions or due to changes in or work to the Office        generally has the sole authority to make changes to                   Space requested by you, we will not be subject to any       or terminate this Agreement. A Primary Member will                   liability related to such delay nor will such delay affect  generally serve as We Work’s primary contact                   the validity of this Agreement and we shall have no         regarding matters that involve your Members, the                   obligations to provide you with the benefits described      physical Office Space or the Premises. If no                   in subsections (ii) of this paragraph and you shall not     Authorized Signatory other than the Primary Member                   be entitled to terminate this Agreement and shall be        is designated by you on the Membership Details                   liable for the payment of the Membership Fees from          Form, the Primary Member will serve as the                   the Start Date.                                             Authorized Signatory. We will be entitled to rely on                                                                               communications to or from the Authorized Signatory               d.  Access Prior to Start Date. We agree to provide you         or Primary Member as notice to or from the                   and your reasonable contractors, agents and other           applicable Member Company. However, an Executive                   necessary third parties with access to your Office          Officer of the applicable Member Company                   Space during the period of time after November 15,          (“Executive Officer”) will have the authority to                   2018 and before your Start Date (the “Soft Open             override the request of an Authorized Signatory or                   Period”).  During the Soft Open Period, you and your        Primary Member, as applicable, provided that we                   Members shall be fully subject to the terms of this         receive such a request within 24 hours following such                   Agreement, and we agree to forego any and all               Authorized Signatory’s or Primary Member’s request.                   Membership Fee (and/or any other fees or costs)             We will be entitled to request reasonable                   during the Soft Open Period.                                documentation to confirm that an individual claiming                                                                               to be an Executive Officer truly is one and to exercise               3.  YOUR MEMBERS                                                our discretion in determining whether a particular                                                                               position constitutes an “Executive Officer.” An               a.  Updating the Member List.  You are responsible for          Executive Officer will also have the authority to                   maintaining the accuracy of your list of Members on         remove or replace the individual serving as the                   the We Work Member Network (your “Member                    Authorized Signatory and/or Primary Member. Unless                   List”). Only those individuals included on the Member       we receive instructions from the Authorized Signatory                   List will be deemed to be “Members” and entitled to         or Executive Officer, if the individual designated as                   receive the Services described in this Agreement. To        the Primary Member ceases to provide services to the                   the extent permitted by law, all of your Members            Member Company or ceases using the Office Space                   shall be required to provide valid government issued        regularly, we will use our reasonable judgment in                   identification in order to be issued an activated key       designating a replacement Primary Member.                    card to access the Premises. If the number of                   Members or other individuals regularly using your       4.  MEMBERSHIP FEES; PAYMENTS                           Office Space exceeds the Capacity, you will be                   required to pay the then current additional fee as set  a.  Payments Due Upon Signing. Upon submitting a                   forth on our website. In no event will the number of        signed and completed Agreement, you will be                   Members exceed 1.5 times the Capacity, regardless of        obligated to deliver to us, in the amount(s) set forth                   additional fees paid; however affiliated members with       on your Membership Details Form, (i) the Service                   other active memberships offered by WeWork such             Retainer and (ii) the Set-Up Fee.                   as We Membership, Hot Desk, and/or separate                   Dedicated Desk Memberships using desks outside of       b.  Membership Fee. During the Term (defined in Section                   the Office Space will not count towards this limit. We      5, below) of this Agreement, your Membership Fee                   reserve the right to further limit the number of            will be due monthly and in advance as of the first                   Members allowed at any point.                               (1st) day of each month. Subject to the provisions,                                                                               terms and conditions of this Agreement, you are                   Upon the addition of a Member to the Member List,           obligated to make payment of all Membership Fees                   WeWork will create a profile for such Member on the         owed throughout the Commitment Term and this                   WeWork Member Network.  Such profile will be                obligation is absolute notwithstanding any early                   viewable by us, our employees and agents, and other         termination of the Agreement by you, except as set                   members.  The created profile will include only the         forth in Sections 2.c and 5.d.  You agree to pay                   Member’s name and the Member Company; any                   promptly: (1) all sales, use, excise, value added, and                   additional information, including a photograph, shall       any other taxes which you are required to pay to any                   be added solely as determined by you or your                other governmental authority (and, at our request,                   Members.                                                    will provide to us evidence of such payment) and (2)                                                                               all sales, use, excise, value added and any other taxes                v.8.1.18                                               3                 





 






DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E                                   attributable to your Membership as shown on your        g.  Outstanding Fees. Any outstanding fees will be                   invoice. The Membership Fee set forth on the                charged in arrears on a monthly basis. When we                   Membership Details Form covers the Services for only        receive funds from you, we will first apply funds to                   the number of Members indicated in the Membership           any balances which are in arrears (including any                   Details Form. Additional Members will result in             outstanding late fees) and to the earliest month due                   additional fees as set forth on wework.com/faq.             first. Once past balances are satisfied, any remaining                                                                               portion of the funds will be applied to current fees                   On each anniversary of the Start Date (including            due.  If any payments remain outstanding after we                   during any Commitment Term) the Membership Fee              provide notice to you, we may, in our sole discretion,                   will be subject to an automatic three percent (3%)          withhold Services or terminate this Agreement in                   increase of the previous year’s Membership                  accordance with Section 5.f.                   Fee. Following any Commitment Term, we reserve                   the right to further increase or decrease the           h.  No Refunds. Except as otherwise provided herein,                   Membership Fee at our sole discretion upon thirty           there are no refunds of any fees or other amounts                   (30) days’ prior notice to you in advance of and in         paid by you or your Members in connection with the                   accordance with the Termination Notice Period               Services.                    described below in Section 5(d).                                                                             5.  TERM AND TERMINATION                      c.  Invoices; Financial Information.  WeWork will send or                   otherwise provide invoices and other billing-related    a.  Term. This Agreement will be effective when signed                   documents, information and notices to the Primary           by both parties (“Effective Date”); provided that we                   Member or, if a Billing Contact is indicated on the         have no obligations to provide you with the Services                   Membership Details Form, the Billing Contact. Change        until the later of (i) the date on which payment of                   of the Billing Contact will require notice from the         your Service Retainer, Set-Up Fee and first month’s                   Authorized Signatory in accordance with this                Membership Fee has been received by us or (ii) the                   Agreement.                                                  Start Date. Unless otherwise set forth on the                                                                               Membership Details Form, and only upon mutual               d.  Credits; Overage Fees. Each month, you will receive a       written agreement of the parties, following the                   certain number of credits for conference room use           Commitment Term, this Agreement shall continue on                   and a certain number of credits for color and black         a month-to-month basis (any term after the                   and white copies and printouts, as specified on the          Commitment Term, a “Renewal Term”) subject to the                   Membership Details Form.  These allowances may not          Termination Notice Period unless otherwise agreed in                   be rolled over from month to month.  If these               writing by the parties.  The Commitment Term and all                   allocated amounts are exceeded, you will be                 subsequent Renewal Terms shall constitute the                   responsible for paying fees for such overages. The          “Term.”  This Agreement will continue until                   current overage fee schedule is listed on                   terminated in accordance with this Agreement.                    wework.com/faq. All overage fees are subject to                   increase from time to time at our sole discretion;      b.  Move In/Move Out.  You shall be entitled to move                   provided that we provide you with prior written             into the Office Space on the Start Date, provided you                   notice of any such increase.                                have complied with the payment obligations                                                                               described in Section 5(a).  On the last Regular               e.  Late Fees. If payment for the Membership Fee or any         Business Day of the Termination Effective Month                   other accrued and outstanding fee is not made by the        (defined below), you must vacate the Office Space by                   tenth (10th) of the month in which such payment is          no later than 5:00 p.m. (central).                   due, you will be responsible for paying the late                   charge. The late fee schedule is attached hereto as     c.  Cancellation Prior to Start Date by You. You may                   Exhibit B, incorporated herein by this reference.           cancel this Agreement prior to the Start Date upon                                                                               delivery of notice to us.  If you terminate more than               f.  Form of Payment. We accept payment of all amounts           one (1) full calendar month prior to your Start Date,                   specified in this Agreement solely by the methods we        you may be entitled to a refund of your Set-Up Fee,                   communicate to you during the membership sign up            less any applicable charges, expenses or deductions;                   process or from time to time during the Term. You           however, you will not be entitled to a refund of your                   are required to inform us promptly of any changes to        Service Retainer  If you terminate within one (1) full                   your payment information. Changing your payment             calendar month prior to your Start Date, you will not                   method may result in a change in the amount                 receive any refund of your Set-Up Fee or Service                   required under this Agreement to be held as the             Retainer.                   Service Retainer.                 v.8.1.18                                               4                 





 






DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E                               d.  Abatement. If, after the Start Date, (i) you are            any unwarranted termination by you during the                   prevented from using, and do not use, the Office            Commitment Term is a breach of this Agreement.                   Space as a result of WeWork’s failure to make               Downgrade of the Office Space (i.e. transferring to an                   available the Office Space or material failure to           office space with a lower Capacity) is also not                   provide the Services set forth in Section 2 hereof          permitted during the Commitment Term. Further                   (each, an “Abatement Event”) and (ii) such                  subject to Sections 2.c,  and 5.d and the other terms                   Abatement Event shall continue for more than fifteen        and conditions of this Agreement, if you terminate                   (15) consecutive days following our receipt of written      this Agreement prior to the end of the Commitment                   notice from you describing such Abatement Event             Term (or during any relevant Termination Notice                   (“Cure Notice”), and (iii) such Abatement Event shall       Period), your Membership Fee Obligations shall                   not have been caused in whole or in part by you or          become immediately due.  In addition to any rights,                   any act or omission of you and/or your Members,             claims and remedies we choose to pursue in our                   employees, agents, guests and invitees, you shall be        discretion, your Service Retainer shall be forfeited                   entitled to an abatement of the Membership Fee for          immediately as a result of your breach.                    your Office Space, for such time that you are                                  prevented from using, and do not use, the Office            After receiving a valid notification of termination                   Space.  We shall use commercially reasonable efforts        from you, we will deliver to you the WeWork Exit                   to resolve any such Abatement Event.  If any such           Form (the “Exit Form”).  The Exit Form shall be                   Abatement Event continues for at least thirty (30)          completely filled out and signed by the Authorized                   days following the Cure Notice, WeWork will use             Signatory within a commercially reasonable period                   commercially reasonable efforts to offer you                after our delivery of the Exit Form. however, please                   reasonable accommodation in comparable alternate            note that the termination of your Agreement on the                   office space on the same or similar terms set forth on      last Regular Business Day of the Termination                   your Membership Details form. If you elect in your          Effective Month will be triggered upon your                   sole discretion to receive the proffered alternate          provision of written notice of termination to us,                   office space, you will be obligated to make                 regardless of when you complete and submit the                   Membership Fee payments but will be entitled to an          Exit Form.  You will not be entitled to pro ration with                   abatement in the Membership Fee for any period              respect to the last month's Membership Fee.  For                   where you were unable to occupy either the Office           instance, if you vacate your Office Space before the                   Space or the alternate office space. If you elect not to    last Regular Business Day of April, you will still owe us                   receive the proffered alternate office space, and we        the full Membership Fee for the full month of April.                   fail to cure any such Abatement Event within forty-                  five (45) days after written notice from you, you may       Member Company Termination Notice Periods                   terminate this Agreement.                                   Required:                e.  Termination by You; Changes in Office Space.                   Termination by You. Unless otherwise set forth in the     Commitment                  Capacity                   Membership Details Form, you may terminate this              Term                   Agreement by providing written notice to us prior to                        the month in which you intend to terminate this                            0 - 24     25 - 74      75 +                   Agreement (“Termination Effective Month”) in                   accordance with the notice periods set forth in the      1 - 5 months    1 month     2 months    3 months                   chart below (the “Termination Notice Period(s)”). The                   applicable Termination Notice Period shall be                   determined by the Commitment Term and Capacity                   for the relevant Individual Office Number, as depicted   6 - 11 months   1 month     2 months    3 months                   in the chart below, and as displayed on the                   Membership Details Form. The Termination Notice                   Periods shall apply to any termination by you during                   the Term. After receiving such notice we will deliver    12 - 23 months  2 months    3 months    6 months                   to you the WeWork Exit Form (“Exit Form”), which                   you must complete and submit to us. The termination                   will be effective on the later of the last Regular       24 + months     3 months    6 months    6 months                   Business Day of the Termination Effective Month and                   the expiration of the Commitment Term.  Subject to                   Sections 2.c  and 5.d and the other terms and                   conditions of this Agreement, no termination by you                 Example: If the Capacity for the Office                   shall be effective during the Commitment Term, and                   Space is between twenty-five (25) and                v.8.1.18                                               5                 





 






DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E                                            seventy-four (74) Members, and the             g.  Service Retainer.  The Service Retainer will be held as                            Commitment Term is between six (6) and             a retainer for performance of all your obligations                            eleven (11) months, the applicable                 under this Agreement, including the Membership Fee                            Termination Notice Period would be two (2)         Obligations, and is not intended to be a reserve from                            months, and to terminate this Agreement            which fees may be paid. In the event you owe us                            effective the last Regular Business Day of         other fees, you may not rely on deducting them from                            April (provided that the Commitment Term           the Service Retainer, but must pay them separately.                            shall have expired by such date) the last          We will return the Service Retainer, or any balance                            opportunity to provide notice to us would          after deducting outstanding fees and other costs due                            be during Regular Business Hours on the            to us, including any unsatisfied Membership Fee                            last Regular Business Day of February.             Obligations, to you by bank transfer or other method                                                                               that we communicate to you within thirty (30) days               f.  Termination or Suspension by Us. We may withhold            (or earlier if required by applicable law) after the later                   Services or immediately terminate this Agreement            of (i) the termination or expiration of this Agreement                   during the Commitment Term: (i) upon a material             and (ii) the date on which you provide to us all                   breach of this Agreement by you or any Member               account information necessary for us to make such                   (provided that any such material breach shall be set        payment. Return of the Service Retainer is also                   forth with reasonable particularity in writing and you      subject to your complete performance of all your                   shall have fifteen (15) days to cure it before any early    obligations under this Agreement, including full                   termination shall take effect); (ii) upon termination,      satisfaction of your Membership Fee Obligations and                   expiration or material loss of our rights in the            any additional obligations applicable following                   Premises; (iii) if any outstanding fees are still due       termination or expiration of this Agreement.                     seven (7) days after we provide notice to you that                   such fees are outstanding; (iv) if you or any of your   h.  Removal of Property Upon Termination. Prior to the                   Members fail to materially comply with the material         termination or expiration of this Agreement, you will                   terms and conditions of the WeWork Member                   remove all of your, your Members’, and your or their                   Network Terms of Service, our Wireless Network              guests’ property from the Office Space and Premises.                   Terms of Service, or any other policies or instructions     After providing you with reasonable prior written                   provided by us or applicable to you (again provided         notice, which shall not be less than seven (7) days in                   that any such material breach shall be set forth with       advance of any disposal by us, we will be entitled to                   reasonable particularity in writing and you shall have      dispose of any property remaining in or on the Office                   fifteen (15) days to cure it before any early               Space or Premises after the termination or expiration                   termination shall take effect); (v) at any other time       of this Agreement and will not have any obligation to                   after the Commitment Term (if the parties agree in          store such property, and you waive any claims or                   writing to an additional term) upon ninety (90) days’       demands regarding such property or our handling or                   notice, when we, in our sole discretion, see fit to do      disposal of such property. You will be responsible for                   so.  Subject to the other provisions of this Agreement,     paying any fees reasonably incurred by us regarding                   you will remain liable for past due amounts that are        such removal. We shall have no implied obligations as                   due and payable in accordance with the terms of this        a bailee or custodian, and you hereby indemnify us                   Agreement, and we may exercise our rights to collect        and agree to keep us indemnified in respect of any                   payment for amounts that are due and payable in             claims of any third parties in respect of such property.                   accordance with the terms of this Agreement, despite        Following the termination or expiration of this                   termination or expiration of this Agreement. An             Agreement, we will not forward or hold mail or other                   individual Member will no longer be allowed access          packages delivered to us.                    to the Services and is no longer authorized to access                   the Main Premises or other Premises upon the earlier    6.  HOUSE RULES                   of (x) the termination or expiration of this                In addition to any rules, policies and/or procedures                   Agreement; (y) your removal of such Member from             that are specific to a Premises used by you:                   the Member List or (z) our undisputed notice to you                   that such Member violated this Agreement. We may        a.  You acknowledge and agree that:                    withhold or terminate Services of individual Members                   for any of the foregoing reasons; in such                                                                                  keys, key cards and other such items used to                   circumstances this Agreement will continue in full                                                                                   gain physical access to the Premises, or the                   force and effect to the exclusion of the relevant                                                                                   Office Space remain our property. You will cause                   Member.                                                                                   your Members to safeguard our property and                                                                                   you shall promptly notify us and be liable for                                                                                   replacement fees should any such property be                                                                                   lost, stolen or destroyed;                 v.8.1.18                                               6                 





 






DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E                                      you shall promptly notify us of any change to               of the alteration or installation and, prior to the                       your contact and payment information;                       termination of this Agreement, the removal of                                                                                   such items and the restoration necessitated                      we will provide notice to you of any changes to             by any such alterations, and we shall deduct any                       Services, fees, or other updates via email. It is           costs not otherwise paid by you from the Service                       your responsibility to read such emails and to              Retainer. In no event are you permitted to                       ensure your Members are aware of any changes,               perform any of these actions without our prior                       regardless of whether we notify such Members                written consent. Only a member of our facilities                       directly;                                                   staff is entitled to perform an alteration,                                                                                   installation, removal or restoration. Reach out                      carts, dollies and other freight items which may            to a member of your community team for more                       be made available may not be used in the                    information; and                       passenger elevator except at our discretion;                                                                                   you shall use commercially reasonable efforts to                      for security reasons, we may, but have no                   ensure that you and your Members’ computers,                       obligation to, regularly record certain areas in            tablets, mobile devices and other electronic                       the Premises via video;                                     equipment are kept clean of any malware,                                                                                   viruses, spyware, worms, Trojans, or anything                      all of your Members are at least 18 years of age;           that is designed to perform malicious, hostile                                                                                   and/or intrusive operations.  We reserve the                      you shall be solely and fully responsible for               right to remove any device from our networks                       ensuring that alcohol is consumed responsibly by            that poses a threat to our networks or users until                       your individual Members and that no alcohol is              the threat is remediated.                       consumed by any of your Members or guests                       who is younger than the legal age for consuming     b.  No Member will:                       alcohol in the applicable jurisdiction;                                                                                  perform any activity or cause or permit anything                      common spaces are to be enjoyed by all our                  that is reasonably likely to be disruptive or                       member companies, members and guests unless                 dangerous to us or any other Member                       otherwise instructed by us, and are for                     Companies, or our or their employees, guests or                       temporary use and not as a place for continuous,            property, including without limitation the Office                       everyday work;                                              Space or the Premises;                       you will provide us with reasonable notice of and          use the Services, the Premises or the Office                       complete all required paperwork prior to hosting            Space to conduct or pursue any illegal or                       any event at the Premises;                                  offensive activities or comport themselves to the                                                                                   community in a similar manner;                       you will be responsible for any damage to your                       Office Space that you, your Members, or your               all Members shall act in a respectful manner                       invitees cause other than normal wear and tear,             towards other member companies and our and                                                                                   their employees and guests;                      you will be responsible for replacement fees for                       any documented item(s) provided to you by the              misrepresent himself or herself to the WeWork                       WeWork community team for temporary use                     community, either in person or on the WeWork                       should any such property be lost, stolen or                 Member Network;                       destroyed;                                                                                  take, copy or use any information or intellectual                      we are not liable for any mail or packages                  property belonging to other Member Companies                       received without a WeWork employee’s                        or their Members or guests, including without                       signature indicating acceptance;                            limitation any confidential or proprietary                                                                                   information, personal names, likenesses, voices,                      you may not make any structural or                          business names, trademarks, service marks,                       nonstructural alterations or installations                  logos, trade dress, other identifiers or other                       (including, but not limited to, wall attachments,           intellectual property, or modified or altered                       furniture, IT equipment, and/or glass paneling) in          versions of the same, and this provision will                       the Office Space or elsewhere in the Premises               survive termination of this Agreement;                       without prior approval by us.  In the event that                       any alterations or installations are made, you             take, copy or use for any purpose the name                       shall be responsible for the full cost and expense          “WeWork” or any of our other business names,                v.8.1.18                                               7                 





 






DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E                                       trademarks, service marks, logos, trade dress,              environment, or places excessive strain on our                       marketing material, other identifiers or other              electrical, IT, HVAC or structural systems, with                       intellectual property or modified or altered                such determination to be made in our sole                       versions of the same, or take, copy or use for any          discretion, without our prior approval; or                       purpose any pictures or illustrations of any                       portion of the Premises, or engage in any                  bring any weapons of any kind, or any other                       conduct that is likely to cause confusion                   offensive, dangerous, hazardous, flammable or                       between WeWork and yourself, without our                    explosive materials into the Office Space or the                       prior consent, and this provision will survive              Premises.                       termination of this Agreement, provided that                       during the term of this Agreement you will be               You are responsible for ensuring your Members                       able to use “WeWork” in plain text to accurately            materially comply with all material House Rules                       identify an address or office location;                     and with all material rules, policies and/or                                                                                   procedures that are specific to a Premises used                      film within any Premises, including within the              by you that are nondiscriminatory and apply to                       Office Space, without completing all required               all Members and are consistent with the House                       paperwork and receiving express written                     Rules that WeWork typically applies to other                       consent from WeWork;                                        similar office space suites, and agree that in the                                                                                   event of any penalty or fine resulting from the                      use the Office Space in a retail, medical, or other         breach of any such rules, policies and/or                       capacity involving frequent visits by members of            procedures, you will be responsible for paying                       the public, as a residential or living space, or for        such penalty or fine.                       any exclusively non-business purpose;                                                                           7.  ADDITIONAL AGREEMENTS                              sell, manufacture or distribute any controlled                       substance, including alcoholic beverages, from      a.  Information Technology. In order to utilize all the                       the Office Space, or obtain a license for such          functionalities offered by us, it may be necessary to                       sale, manufacture, importation, or distribution         install software onto a Member’s computer, tablet,                       using the Office Space or the address of the            mobile device or other electronic equipment. In                       Main Premises;                                          addition, a Member may request that we                                                                               troubleshoot problems a Member may have with                      use our mail and deliveries services for                respect to printing, accessing the network connection                       fraudulent or unlawful purposes, and we shall           or other issues. If we provide such services, we will                       not be liable for any such use;                         not be responsible for any damage to your                                                                               equipment.                      store significant amounts of currency or other                       valuable goods or commodities in the Office         b.  Network Connection. WeWork provides shared                       Space that are not commonly kept in commercial          Internet access to Members via a wireless network                       offices; in the event that you do so, we will not       connection. Wired network connections are available                       be liable for any such loss;                            for an additional monthly fee. We understand and                                                                               acknowledge that you wish to implement a private                      make any copies of any keys, keycards or other                                                                               wired network, and hereby agree to allow you to                       means of entry to the Office Space or the                                                                               install a firewall device for your exclusive access and                       Premises or lend, share or transfer any keys or                                                                               use, subject to WeWork IT approval, and you will be                       keycards to any third party, unless authorized by                                                                               responsible for removal of the same. Prior to any                       us in advance;                                          such installation or removal, you shall coordinate                                                                               with the WeWork IT team to discuss the actual setup,                      install any locks to access the Office Space or                                                                               appropriate time, manner and means for such                       anywhere within the Premises, unless authorized                                                                               installation or removal and any additional fees that                       by us in advance;                                                                               may result from the request. To the extent that we                                                                               incur any costs in connection with such installation or                      allow any guest(s) to enter the building without                                                                               removal, which are not otherwise paid by you, we                       registering such guest(s) and performing any                                                                               shall deduct such costs from the Service Retainer. You                       additional required steps according to our                                                                               shall also be responsible for any monthly fees                       policies;                                                                               incurred relating to your private, secured wired                                                                               network.                      operate any equipment within the Premises that                       has a higher heat output or electrical                       consumption than in a typical personal office                v.8.1.18                                               8                 





 






DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E                               c.  Waiver of Claims. To the extent permitted by law,           proceeding against any of the WeWork parties,                   you, on your own behalf and on behalf of your               whether in contract, tort, or otherwise, unless the                   Members, employees, agents, guests and invitees             action, suit, or proceeding is commenced within two                   (collectively, the “Member Parties”), waive any and         (2) years of the cause of action’s accrual.                    all claims and rights against us and our landlords at       Notwithstanding anything contained in this                   the Premises and our affiliates, parents, and               Agreement to the contrary, you acknowledge and                   successors and each of our and their employees,             agree that you shall not commence any action or                   assignees, officers, agents and directors (collectively,    proceeding against any of the WeWork Parties other                   the “WeWork Parties”) resulting from injury or              than the WeWork Party you are directly contracting                   damage to, or destruction, theft, or loss of, any           with hereunder and the assets of such entity for any                   property, person or pet, except to the extent caused        amounts due or for the performance of any                   by the negligence, willful misconduct or fraud of the       obligations in connection with this Agreement.                   WeWork Parties. To the extent permitted by law,                   both WeWork, on its own behalf and on behalf of the     e.  Indemnification. You will indemnify the WeWork                   WeWork Parties, and the Member Company, on its              Parties from and against any and all third party                   own behalf and on behalf of the Member Parties,             claims, liabilities, and expenses, including reasonable                   each waive any and all claims and rights to recover         attorneys’ fees, resulting from any material breach of                   against the other and each of the WeWork Parties            this Agreement by you or your Members or your or                   and Member Parties (and Member Company waives               their guests, invitees or pets or any of your or their                   its rights against WeWork’s Landlord at Main                actions or omissions, except to the extent a claim                   Premises) for any loss of, or damage to, property           results from the negligence, willful misconduct or                   belonging to such waiving party (including deductible       fraud of the WeWork Parties. You are responsible for                   amounts) and located at any Premises, from any              the actions of and all damages caused by all persons                   cause that is actually covered by any property              and pets that you, your Members or your or their                   insurance required to be carried by such party              guests invite to enter any of the Premises, including                   pursuant to this Agreement or any other property            but not limited to any vendors hired by you that enter                   insurance actually carried by such party to the extent      the Premises. We will indemnify you and your                   of the limits of such policy. These waivers shall be        affiliates from and against any and all third party                   enforceable notwithstanding the negligence or fault         claims, liabilities, and expenses including reasonable                   of the other party. Each party shall look solely to the     attorneys’ fees, resulting from any material breach of                   proceeds of its respective insurance policy (and to its     this Agreement by us, except to the extent a claim                   own funds to the extent it is self-insured) to              results from the negligence or willful misconduct of                   compensate it for any such loss, damage or                  you or your affiliates, parents, and successors and                   destruction. This Section shall survive the expiration      each of your and their employees, assignees, officers,                   or earlier termination of this Agreement.                   agents and directors. For any claim of indemnification                                                                               under this Agreement, the indemnified party shall               d.  Limitation of Liability. To the extent permitted by         provide prompt written notice of the claim for                   law, the aggregate monetary liability of  any of the        indemnification and reasonable cooperation,                   WeWork Parties to you or your  Members,                     information, and assistance in connection with the                   employees, agents, guests or invitees for any reason        claim, and the indemnifying party shall have sole                   and for all causes of action, will not exceed the total     control and authority to defend, settle or                   Membership Fees paid by you to us under this                compromise such claim.  The indemnifying party shall                   Agreement in the twelve (12) months prior to the            not make any settlement that requires a materially                   claim arising.  To the extent permitted by law the          adverse act or admission by the indemnified party or                   aggregate monetary liability of you and your                imposes any obligation upon the indemnified party                   Members to the WeWork Parties for any reason and            without the indemnified party’s written consent (such                   for all causes of action, will be the Membership Fee at     consent not to be unreasonably delayed, conditioned                   the time the claim arises multiplied by twelve (12),        or withheld). Additionally, for any claim for                   unless caused by your, your Members, employees,             indemnification pursuant to this Agreement, the                   agents, guests or invitees gross negligence or willful      indemnifying party shall not be liable for any                   misconduct; if the claim arises before or after the         settlement entered into by the indemnified party                   Term the first month’s or last month’s Membership           without the indemnifying party’s prior written                   Fee shall be multiplied accordingly. Neither of the         consent.                   parties hereto will be liable under any cause of action,                   for any indirect, special, incidental, consequential,   f.  Insurance. You are responsible for maintaining, at                   reliance or punitive damages, including loss of profits     your own expense and at all times during the Term,                   or business interruption,.  You acknowledge and             personal property insurance and commercial general                   agree that you may not commence any action or               liability insurance covering you and your Members for                v.8.1.18                                               9                 





 






DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E                                   property loss and damage, injury to your Members            connection with your Membership, including via the                   and your Members’ guests or pets and prevention of          WeWork Services Store, even if they appear on your                   or denial of use of or access to, all or part of the        WeWork invoice. Third Party Services are provided                   Premises, in form and amount appropriate to your            solely by the applicable third party (“Third Party                   business. In addition, you are responsible for              Service Providers”) and pursuant to separate                   maintaining, at your own expense and at all times           arrangements between you and the applicable Third                   during the Term, workers’ compensation insurance            Party Service Providers. These Third Party Service                   providing statutory benefits in accordance with the          Providers’ terms and conditions will control with                   law and employer’s liability in an amount appropriate       respect to the relevant Third Party Services. By adding                   to your business. We are responsible for maintaining,       a Member to the Member List, you are thereby                   at our own expense, personal property insurance and         authorizing that Member to access and use the                   commercial general liability insurance covering             WeWork Services Store in accordance with the terms                   WeWork for property loss and damage, injury to              of service available on our website.                   WeWork employees, and prevention of or denial of                   use of or access to, all or part of the Premises in form j. Privacy. We collect, process, transfer and secure                   and amount appropriate to our business.  You will           personal data about you and your Members pursuant                   ensure that WeWork and the landlord of the                  to the terms of our Privacy Policy, which can be found                   applicable Premises shall each be named as additional       on our website (www.wework.com/legal/privacy),                   insureds on your commercial general liability policy        and in accordance with all applicable data protection                   and that all relevant insurance policies shall include a    laws.  Note that you are not obligated to provide us                   clause stating that the insurer waives all rights of        with personal information and any information                   recovery, under subrogation or otherwise, you may           collected by us will be provided by you at your own                   have against WeWork and the landlord of the                 will and with your explicit consent granted herein by                   applicable premises. WeWork and its insurers hereby         execution of this Agreement. You hereby (i)                   waive any rights of subrogation it or they may have         undertake, where necessary, to obtain consent from                   against you.. You shall provide evidence of insurance       such Member to the collection, processing,                   upon our request.                                           transferring and securing of data described herein                                                                               and (ii) confirm that you in fact collect and process               g.  Pets. If the Office Space is in Premises designated by      such Member’s personal data in accordance with                   us to be one in which pets are permitted, and if any        applicable law.                   Member plans on regularly bringing a pet into the                   Office Space or otherwise into the Premises, we may     8.  ARBITRATION AND CLASS                          require this Member to produce proof of vaccination         ACTION WAIVER                        for such pet and evidence of compliance with                   applicable local regulations. If any of your Members    a.  Governing Law. This Agreement and the transactions                   brings a pet into the Premises, you will be responsible     contemplated hereby shall be governed by and                   for any injury or damage caused by this pet to other        construed under the law of the State of New York,                   members or guests or other occupants of the                 U.S.A. and the United States without regard to                   Premises or to the property of (i) WeWork or any            conflicts of laws provisions thereof and without                   employees, members or guests or (ii) the owner(s) or        regard to the United Nations Convention on Contracts                   other occupants of the Premises. None of the                for the International Sale of Goods.                     WeWork Parties will be responsible for any injury to                   such pets. We reserve the right to restrict any         b.  Venue. Except that either party may seek equitable or                   Member’s right to bring a pet into the Premises in our      similar relief from any court of competent                   sole discretion.                                            jurisdiction, any dispute, controversy or claim arising                                                                               out of or in relation to this Agreement, or at law, or               h.  Other Members. We do not control and are not                the breach, termination or invalidity of this                   responsible for the actions of other Member                 Agreement, that cannot be settled amicably by                   Companies, Members, or any other third parties. If a        agreement of the parties to this Agreement shall be                   dispute arises between Member Companies,                    finally settled in accordance with the arbitration rules                   members or their invitees or guests, we shall have no       of JAMS then in force, by one or more arbitrators                   responsibility or obligation to participate, mediate or     appointed in accordance with said rules.  The place of                   indemnify any party.                                        arbitration shall be New York, New  U.S.A.                  i.  Third Party Services. Services do not include, and we   c.  Proceedings; Judgment. The proceedings shall be                   are not involved in or liable for, the provision of         confidential and in English. The award rendered shall                   products or services by third parties (“Third Party         be final and binding on both parties. Judgment on the                   Services”) that you may elect to purchase in                award may be entered in any court of competent                v.8.1.18                                              10                 





 






DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E                                   jurisdiction. In any action, suit or proceeding to          and/or profession, and not as a consumer. Neither                   enforce rights under this Agreement, the prevailing         party will in any way misrepresent our relationship.                   party shall be entitled to recover, in addition to any                   other relief awarded, the prevailing party’s            b.  Updates to the Agreement. Changes to membership                   reasonable attorneys’ fees and other fees, costs and        and overage fees, will be governed by Sections 4.b                   expenses of every kind in connection with the action,       and 4.d of this Agreement, respectively, and any                   suit or proceeding, any appeal or petition for review,      other applicable provision hereunder. This Agreement                   the collection of any award or the enforcement of any       may otherwise be updated by mutual agreement of                   order, as determined by the arbitrator(s) or court, as      the parties.                   applicable. This Agreement shall be interpreted and                   construed in the English language, which is the         c.  Waiver. Neither party shall be deemed by any act or                   language of the official text of this Agreement.            omission to have waived any of its rights or remedies                                                                               hereunder unless such waiver is in writing and signed               d.  Class Action Waiver. Any proceeding to resolve or           by the waiving party.                    litigate any dispute in any forum will be conducted                   solely on an individual basis. Neither you nor we will  d.  Subordination; WeWork Representations. This                   seek to have any dispute heard as a class action or in      Agreement is subject and subordinate to our lease                   any other proceeding in which either party acts or          with our landlord of the Premises and to any                   proposes to act in a representative capacity. No            supplemental documentation and to any other                   proceeding will be combined with another without            agreements to which our lease with such landlord is                   the prior written consent of all parties to all affected    subject to or subordinate.  However, the foregoing                   proceedings. You also agree not to participate in           does not imply any sublease or other similar                   claims brought in a private attorney general or             relationship involving an interest in real property.                   representative capacity, or any consolidated claims         WeWork represents that (i) the term of WeWork’s                   involving another person's account, if we are a party       underlying lease at the Main Premises is longer than                   to the proceeding. YOU ARE GIVING UP YOUR RIGHT             the Commitment Term of your Membership                   TO PARTICIPATE AS A CLASS REPRESENTATIVE OR                 Agreement, (ii) neither WeWork nor any of its                   CLASS MEMBER ON ANY CLASS CLAIM YOU MAY                     affiliates or subsidiaries is presently in breach of the                   HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS                underlying lease at the Main Premises, and (iii) no                   ARBITRATION OR ANY CONSOLIDATION OF                         consent is needed under the underlying lease for you                   INDIVIDUAL ARBITRATIONS.                                    to occupy and use the Office Space as set forth in this                                                                               Agreement.               9.  MISCELLANEOUS                                                                           e.  Extraordinary Events. WeWork will not be liable for,               a.  Nature of the Agreement; Relationship of the                and will not be considered in default or breach of this                   Parties. Your agreement with us is the commercial           Agreement on account of, any delay or failure to                   equivalent of an agreement for accommodation in a           perform as required by this Agreement as a result of                   hotel. The whole of the Office Space remains our            any causes or conditions that are beyond WeWork’s                   property and in our possession and control. We are          reasonable control, including without limitation (i)                   giving you the right to share with us the use of the        any delays or changes in construction of, or We                   Office Space so that we can provide the Services to         Work’s ability to procure any space in, any Premises,                   you. Notwithstanding anything in this Agreement to          and (ii) any delays or failure to perform caused by                   the contrary, you and we agree that our relationship        conditions under the control of our landlord at the                   is not that of landlord-tenant or lessor-lessee and this    applicable Premises;                    Agreement in no way shall be construed as to grant                   you or any Member any title, easement, lien,            f.  Severable Provisions. Each provision of this                   possession or related rights in our business, the           Agreement shall be considered separable. To the                   Premises, the Office Space or anything contained in         extent that any provision of this Agreement is                   or on the Premises or Office Space. This Agreement          prohibited, this Agreement shall be considered                   creates no tenancy interest, leasehold estate, or           amended to the smallest degree possible in order to                   other real property interest. The parties hereto shall      make the Agreement effective under applicable law.                    each be independent contractors in the performance                   of their obligations under this Agreement, and this     g.  Survival. Sections 1, 2.b, 4 (to the extent any                   Agreement shall not be deemed to create a fiduciary         payments remain outstanding), 7.c through 7.f, 8, and                   or agency relationship, or partnership or joint             9 and all other provisions of this Agreement                   venture, for any purpose. You acknowledge and agree         reasonably expected to survive the termination or                   that you are entering into this Agreement for the           expiration of this Agreement will do so.                   purposes of and in the course of your trade, business                v.8.1.18                                              11                 





 






DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E                               h.  Notices. Any and all notices under this Agreement will      comprehensive territorial sanctions maintained by                   be given via email, and will be effective on the first      OFAC (hereinafter referred to as “Sanctioned                   business day after being sent. All notices will be sent     Countries”), (b) identified on U.S. Government                   via email to the email addresses specified on the           restricted party lists including the Specially                   Membership Details Form, except as otherwise                Designated Nationals List and Foreign Sanctions                   provided in this Agreement. WeWork may send                 Evaders List administered by OFAC; the Denied                   notices to either (or both) the Primary Member or the       Parties List, Unverified List or Entity List maintained                   Authorized Signatory, as WeWork determines in its           by the U.S. Commerce Department Bureau of                   reasonable discretion. Notices related to the physical      Industry and Security; or the List of Statutorily                   Office Space, Premises, Members, other Member               Debarred Parties maintained by the U.S. State                   Companies or other issues in the Premises should be         Department Directorate of Defense Trade Controls,                   sent by the Primary Member. Notices related to this         (c) a listed person or entity on the Consolidated List of                   Agreement or the business relationship between you          persons and entities subject to asset-freezing                   and WeWork should be sent by your Authorized                measures or other sanctions maintained by the                   Signatory. In the event that we receive multiple            European Union, and by the Member States of the                   notices from different individuals within your              European Union, or (d) a person or entity subject to                   company containing inconsistent instructions, the           asset-freezing measures or other sanctions                   Authorized Signatory’s notice will control unless we        maintained by the United Kingdom's HM Treasury                   decide otherwise in our reasonable discretion.              (collectively referred to herein as "Restricted                                                                               Parties"); (iii) neither you nor any of your Members,               i.  Headings; Interpretation. The headings in this              subsidiaries and/or affiliates are 50% or more owned,                   Agreement are for convenience only and are not to           individually or in the aggregate, directly or indirectly                   be used to interpret or construe any provision of this      by one or more Restricted Parties or otherwise                   Agreement.  Any use of “including,” “for example” or        controlled by Restricted Parties; (iv) less than 10% of                   “such as” in this Agreement shall be read as being          your total annual revenues are, and will continue to                   followed by “without limitation” where appropriate.         be for the duration of the Agreement, generated                   References to any times of day in this Agreement            from activities involving, directly or indirectly, one or                   refer to the time of day in the Office Space’s time         more of the Sanctioned Countries; and (v) neither you                   zone.                                                       nor any of your Members will, at any time during the                                                                               Term, engage in any activity under this Agreement,               j.  No Assignment. Except in connection with a merger,          including the use of Services provided by WeWork in                   acquisition, corporate reorganization, or sale of all or    connection with this Agreement, that violates                   substantially all of the shares or assets of you or your    applicable Trade Control Laws or causes WeWork to                   parent corporation, you may not transfer or                 be in violation of Trade Control Laws.                   otherwise assign any of your rights or obligations                   under this Agreement (including by operation of law)    l.  Anti-Money Laundering. You hereby represent and                   without our prior consent.  We may assign this              warrant that at all times you and your Members have                   Agreement without your consent.                             conducted and will conduct your operations in                                                                               accordance with all laws that prohibit commercial or               k.  Sanctions. You hereby represent and warrant that (i)        public bribery and money laundering (the “Anti-                  during the term of this Agreement you and your              Money Laundering Laws”), and that all funds which                   Members will comply with all applicable U.S. and non-       you will use to comply with your payments                   U.S. economic sanctions and export control laws and         obligations under this Agreement will be derived from                   regulations, including but not limited to the economic      legal sources, pursuant to the provisions of Anti-                  sanctions regulations implemented under statutory           Money Laundering Laws. You will provide us with all                   authority and/or Executive Orders and administered          information and documents that we from time to                   by the U.S. Treasury Department's Office of Foreign         time may request in order to comply with all Anti-                  Assets Control ( “OFAC”) (31 C.F.R. Part 500 et seq.),      Money Laundering Laws.                   the U.S. Commerce Department’s Export                   Administration Regulations (15 C.F.R. Part 730 et       m.  Anti-Corruption Laws. Neither you nor any of your                   seq.), the economic sanctions rules and regulations of      Members, your directors, officers, employees, agents,                   the European Council, United Kingdom, and EU                subcontractors, representatives or anyone acting on                   Member States, and EU's Dual-use Regulation                 your behalf, (i) has, directly or indirectly, offered,                   428/2009 (collectively, “Trade Control Laws”); (ii)         paid, given, promised, or authorized the payment of                   neither you nor any of your Members, subsidiaries or        any money, gift or anything of value to: (A) any                   affiliates, nor directors or officers is (a) a citizen or   Government Official or any commercial party, (B) any                   resident of, an entity organized under the laws of, or      person while knowing or having reason to know that                   otherwise located in, a country subject to                  all or a portion of such money, gift or thing of value                v.8.1.18                                              12                 





 






DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E                                   will be offered, paid or given, directly or indirectly, to  rectify any material noncompliance at its own                   any Government Official or any commercial party, or         expense that is becomes aware of during the Term.                   (C) any employee or representative of WeWork  for                   the purpose of (1) influencing an act or decision of    r.  Entire Agreement. This Agreement, including without                   the Government Official or commercial party in his or       limitation the Membership Details Form, Exhibit A,                   her official capacity, (2) inducing the Government          and Exhibit B, constitutes the entire agreement                   Official or commercial party to do or omit to do any        between the parties relating to the subject matter                   act in violation of the lawful duty of such official, (3)   hereof and shall not be changed in any manner                   securing an improper advantage or (4) securing the          except by a writing executed by both parties or as                   execution of this Agreement, (ii) will authorize or         otherwise permitted herein.  All prior agreements                   make any payments or gifts or any offers or promises        and understandings between the parties regarding                   of payments or gifts of any kind, directly or indirectly,   the matters described herein have merged into this                   in connection with this Agreement, the Services or          Agreement.                   the Office Space. For purposes this section,                   “Government Official” means any officer, employee                          or person acting in an official capacity for any                   government agency or instrumentality, including                   state-owned or controlled companies, and public                   international organizations, as well as a political party                   or official thereof or candidate for political office.                n.  Compliance with Laws. You hereby represent and                   warrant that at all times during the Term you and                   your Members have, to your knowledge, conducted                   and will conduct your operations ethically and in                   accordance with all applicable laws.                 o.  Brokers.  Each party hereby represent and warrant                   that it has not used a broker or realtor, except for                   Cresa Los Angeles  in connection with the                   membership transaction covered by this Agreement,                   except as may be provided for in the WeWork broker                   referral program.  Each party hereby indemnifies and                   holds the other party harmless against any claims                   arising from the breach of any warranty or                   representation of this paragraph.                p.  Counterparts and Electronic Signature. This                   Agreement may be executed in any number of                   counterparts by either handwritten or electronic                   signature, each of which when executed shall                   constitute a duplicate original, but all the                   counterparts shall together constitute the one                   agreement, and each of which counterparts may                   be delivered by emailing the other party to this                   Agreement signed scanned document or                   electronically signed portable document format (pdf)                   version of the contract (as applicable). Each party                   agrees to the execution of this Agreement in this                   manner, and the parties acknowledge that execution                   in this manner creates a binding contract between                   the parties on the Effective Date.                q.  Compliance.  WeWork shall use best efforts to                   comply with all applicable laws and regulations,                   including without limitation building codes and local                   ordinances, in connection with the provision of Office                   Space and Services under this Agreement, and shall                v.8.1.18                                              13                 





 






DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E                                                                                                 Exhibit A                                                                              Furnishings                                                                                                          





 






DocuSign Envelope ID: 6FF07EAC-BBC7-4ABD-ADB7-04963B72899E                               Furniture:                       Sealed concrete floors                       Windows-Roller shades                       Sound Abatement- K13 sprayed throughout open ceilings; sound panels installed in all drop ceilings (conference                       rooms & executive office).  In addition to the foregoing, the parties hereby acknowledge and agree that, to the extent                       that excessive sound issues compromise the functionality, use and purpose of the Office Space, Member Company                       shall notify WeWork in writing that further sound abatement remediation is needed.  The parties shall then work                       together and cooperate in good faith to ensure timely acquisition and installation of mutually acceptable remediation                       measures, and WeWork shall contribute up to $5,000 toward the costs associated with the acquisition and                       installation of any additional sound abatement equipment.                      Soft seating provided                                Diagram of Space:                                                                                                                                                                                                                   Exhibit B                                                                    Late Fee                If we have not received a monthly payment from you, you (Primary Member) will receive a non-payment notice on the 10th of               the month along with a 10% late fee charge. If we do not receive payment from you during the month, you will continue to               receive non-payment notices.  If you believe you have received a late payment notice in error and you have already remitted               payment, please send proof of your bank payment confirmation to the Billing team or your Community Management team.