General Terms and Conditions of Pro.Work GmbH

Viktualienmarkt 8, 80331 Munich, Germany, hereinafter referred to as Pro.Work.

1. Applicability / Scope of Services

Pro.Work shall render its services in compliance with the respective contract within the designated business hours and within the boundaries of the contractual scope. Incidents of force majeure as well as problems caused by technical deficiencies shall be exempted from the aforementioned.

2. Reservations / Security Deposit / Joining the Wait List

Customers have the option to make office space reservations for future time periods using the Pro.Work online reservation system.

Reservations made shall be binding on both Parties. A security deposit shall be due for the reservation. The security deposit amount is continued on the type of services reserved and the price list in effect at the time the reservation is made. If a contract is made on the basis of the reservation, the security deposit shall be deducted from the final cost. Value added tax shall be factored into the deduction.

Customers shall have the option to cancel their reservations prior to the execution of a contract. Cancellations made by Customers shall be subject to a cancellation fee of 50% of the security deposit incl. value added tax. The security deposit shall be reimbursed to the Customer after the cancellation fee has been deducted.

If vacancies should not be available for the desired time period, the Customer shall have the option to joint the Pro.Work wait list. Pro.Work shall contact Customers who have been added to the wait list in the event of cancellations by other customers. Wait listing registrations shall be non-binding.

3. Execution of the Contract / Payment/Non-Payment of the Fee / Attachment Rights

Once the Contract Form has been signed by both Parties, the Contract shall be executed. The service fee shall be paid in full prior to the premises being made available to the Customer. Thereafter (in the event of an automatic prolongation of the Contract pursuant to § 7) it shall be due for payment monthly in advance by the first of the month without any deductions. The scope of services shall be defined in the respective Annex.

The service fee shall be due irrelevant of the actual utilization of the premises. The timeliness of the payment shall be determined by the receipt of the payment, not the date payment was sent. In the event of late payment, Pro.Work’s service obligation along with its liability shall be suspended without the Customer being released from the obligation to pay for the contractual period or from the Contract as such.

In the event of returned billing transactions (insufficient funds, contested payments, etc.), a lump sum processing fee of € 36.00 plus bank fees shall be charged.

Pro.Work shall charge late payment interest in the amount of 8 % above the base interest (prime) rate. This shall be without prejudice to claims for additional damage compensation. Costs incurred for the collections process and for the utilization of a collection agency shall be borne by the Customer. Moreover, Pro.Work shall exercise its right to place liens on attachable property located in the office premises.

4. Rights and Obligations

Pro.Work shall undertake to keep strictly confidential any Customer information and shall not disclose it. Information shall be shared with third parties only upon Customer’s explicit instruction to do so.

Pro.Work shall not be under any obligations to accept registered letters, purchase orders and invoices, etc. This shall in particular also apply if this would result in obligations and costs at Pro.Work’s end.

The Customer shall undertake to use with care any rooms, furnishings, keys and devices provided to Customer by Pro.Work for Customer’s use/shared utilization. The Customer shall be held liable for any damages and losses. The Customer shall undertake to obtain all required insurance policies for Customer’s operation and rooms, in particular business liability insurance and to keep these policies active for the duration of the contractual relationship at Customer’s expense. Customer shall document the existence of such insurance to Pro.Work upon request.

The Customer shall undertake to accept all services commissioned by the Customer and provided by Pro.Work and those that go beyond the contractual agreements even if no prior order confirmation has been sent.

The utilization of the business premises, address and telecommunications as well as Internet connections of Pro.Work for the transmission or forwarding of illegal or unethical content, materials or for publications of this kind as well as illegal, fraudulent or dishonest purposes shall be prohibited. Pro.Work shall not be held responsible for the types, method and content of the services to be provided by Pro.Work in the name and on behalf of the Customer. In the event that Pro.Work should become the target of civil, criminal and government agency actions, the Customer as well as Customer’s staff and employees shall undertake to pay full compensation for all damages.

The delivery of perishable, damaging or dangerous substances or materials weighing more than 5 kg, exceeding a length of 45 cm or 30.5 cubic centimeters to Pro.Work’s address shall be prohibited. Pro.Work shall be under no obligation to accept or pass on any materials matching the aforementioned description. Under no circumstances shall Pro.Work be accountable to any third parties for the content of letters, telefaxes, notices or actions handled by Pro.Work on behalf of the Customer or which Pro.Work manufactures, passes on or undertakes based on the service agreement with the Customer. The Customer shall undertake to indemnify Pro.Work against any related claims.

The Customer shall sign the acceptance log and by doing so, shall acknowledge the documented condition of the premises. At the latest on the day the contractual term expires, the Customer shall return the office facilities to Pro.Work in the same condition they were in when first occupied. The Customer shall vacate the office premises on the final day of the contractual term. If after they offices have been vacated by the Customer, work has to be done to reinstate the original condition of the premises, this work shall be performed exclusively by professional companies commissioned by Pro.Work and the Customer shall be billed separately for the costs of this work if it became necessary because of the conduct of the Customer or Customer’s agents.

The use of the business address and its components by the Customer after the expiration of the Contract shall be prohibited. If the Customer should breach this obligation, the Customer shall pay compensation for damages equivalent to the contractually agreed upon fee until the utilization has ended.

During the term of the Contract and six months after its termination, the Customer shall refrain from soliciting any Pro.Work employees for recruitment. If the Customer should fail to meet this obligation, Customer shall undertake to pay a staff solicitation fee equivalent to triple the recruited employee’s gross monthly salary to Pro.Work.

5. Use of the Leased Premises/Structural Modifications by the Customer/Promotional Activities

The leased premises shall be used as office and for commercial purposes only. Any sub-letting or other provision for use to third parties shall be subject to the prior written consent of Pro.Work. The keeping of pets in the offices shall be prohibited. The Customer shall refrain from any conduct that impairs the use of any other offices, in particular noise and odors and in this context in expressly cigarette and cigar odors. The Customer shall receive two office keys for each office as well as an access card/chip. Additional keys/cards/chips are available for purchase at the prices listed in the price list. If a locking device should be lost, the Customer shall pay a reimbursement fee of € 50.00 for each lost locking device.

In the absence of Pro.Work’s written consent, the Customer shall not be permitted to implement any structural modifications, in particular conversions, additions and installations. Moreover, the connection of any of the Customer’s own coffeemakers, ovens, microwave ovens, slow cookers or similar devices, as well as copy machines in the offices shall be prohibited. The Customer shall be held liable for all damages that occur in connection with any modifications made by the Customer. Only the owner may implement actions aiming at the improvement of the rental property and the property overall as well as those with the objective of conserving energy. The Pro.Work Customer shall not construe any grounds for damage compensation claims or rent reductions from any potentially resulting impairments (construction noise and dirt).

Name and advertising signs or posters or any other advertising may be mounted only to surfaces designated for these purposes by Pro.Work.

6. Pro.Work’s Right to Access the Leased Premises

Pro.Work and/or its assigned agent may enter the leased premises to inspect their condition or for any other important grounds. If the Service Contract has been terminated in a timely manner, Pro.Work and/or its assigned agent may enter the leased premises during the regular business hours in the company of prospective tenants, provided Pro.Work announces such access in a timely manner.

7. Term of the Contract, Automatic Prolongation, Invalidity of Discounts in the Event of Prolongation/Termination/Vacating of the Premises

Termination notices shall be given in writing.

All Contracts shall have a term of 30 calendar days and may be terminated giving 30 calendar days advance notice.

If the Contract should not be terminated in a timely manner, it shall be automatically prolonged by the same contractual term for the fees in effect at the time.

If the Customer received a discount when closing the Contract, this discount shall not apply to the prolonged term. The fee as of the effective date of the prolongation shall be computed on the basis of the prices in effect at the time without consideration of any discounts.

If, in the event of termination or termination with immediate effect, the Customer should fail to vacate the premises in due time or fail to reinstate the condition they were in at the time they were originally occupied, the Customer shall undertake to pay to Pro.Work, for each full or partial calendar day, compensation for loss of use. The amount of the compensation for loss of use shall be determined by first computing the per day rate of the contract price. Of this per day rate, the Customer shall pay 200 % for each full or partial calendar day. This shall be without prejudice to Pro.Works right to demand additional compensation for damages.

Pro.Work shall have the option to terminate contracts with immediate effect for important grounds without observing any advance notice period if the Customer should fail to meet the contractual obligations. Grounds for termination with immediate effect shall be the following: More than two weeks of delay of payment, significant violations of the property policies, contract breaching use of the office premises, unauthorized provision of premises and equipment to third parties; unethical, criminal or disorderly business activities of conduct of the Customer within the leased premises, gross breach of contractual fiduciary and ancillary obligations and similar breaches of contract. The right to terminate with immediate effect shall also be in effect if bankruptcy proceedings are initiated targeting the assets of the Customer or if the initiation of such proceedings is denied for lack of assets that would cover the costs of such proceedings.

In the event of termination with immediate effect, the Customer shall vacate the leased office premises within 3 business days after receiving the termination notice. Once that period has expired, Pro.Work shall have the right to have the office premises cleared out immediately and to use it for other purposes. The costs of the eviction shall be for the Customer’s account. For any termination with immediate effect, Pro.Work shall charge a fee of € 55 and shall have the right to bar the Customer from access to the center and the offices. Access for the vacating of the premises shall be permitted. The statutory provisions on landlord lien rights shall apply. These provisions shall also apply to timely terminations once the advance termination period has expired.

In the event of termination with immediate effect by Pro.Work, the remaining fees still outstanding on office service contracts made for limited periods of time or minimum terms shall be due with immediate effect as damage compensation for non-fulfillment of the Contract. Office service contracts with indefinite terms shall be subject to a charge of three monthly rent amounts as damage compensation. The Customer shall have the option to submit contradicting evidence as far as the damages incurred are concerned.

8. Offsetting/Reduction

Neither Contracting Party shall have the option to offset or withhold any action due citing entitlements of its own that are neither undisputed nor legally effective. The Customer shall not have the right to assign, transfer or attach any rights and entitlements arising from the Contracts made with the Customer.

Moreover, the Customer shall have the right to reduce the monthly fee only if such a reduction is undisputed or has been found legally effective by a court of law. A reduction of the utilities and ancillary costs by the Customer shall be impermissible.

9. Liability

The Customer shall be liable for any and all damages caused by Customer’s family members, employees, suppliers and artisan in a culpable or negligent manner. Any damages caused shall be reported to Pro.Work immediately. Liability entitlements shall be null and void if they are not pursued through a court of law within three months after their rejection by Pro.Work or its insurance company.

Pro.Work shall be held liable only for damages the Customer sustains as a result of intentional or grossly negligent breaches of duty on Pro.Work’s part. This liability shall be limited to maximum of von € 25,000. Liability shall not be assumed for indirect or consequential damages. The exclusion or limitation of claims shall not apply to claims arising from the loss of life, personal injury or health damages, arising from intentional or negligent breaches of duty by Pro.Work or its legal representatives or agents. ProWork shall not assume any liability for interruptions of the agreed upon services due to extraordinary circumstances, such as strike, lockout or force majeure. Likewise. Pro.Work shall not assume any liability for transmission errors due to misunderstanding between individuals providing or receiving information with regard to the content of such information as well as any potential delays in the transfer of messages due to postal errors or errors of other transmission agents beyond the control of Pro.Work. In particular, Pro.Work shall not assume any liability for claims based on content errors in the processing of orders and messages communicated only verbally or over the phone, that are based on other clientele of the Customer as well as those based on the Customer’s or Customer’s order’s use of developed, manufactured, distributed, altered or recommended EDP programs and/or EDP systems (software/hardware) that do not or not correctly identify calendar dates or that do not process such dates correctly. This shall apply in particular to liability claims that have to be attributed to omissions in conjunction with change, inspection and maintenance work as well as consultations/assessments.

Based on applicable insurance laws, it is not possible to have items brought into the office premises insured through Pro.Work. The Customer shall be directly liable for their loss or damages.

The Customer shall undertake to immediately notify Pro.Work of any damages the Customer intends to hold Pro.Work liable for.

10. Changes of Customer’s Legal Status, Sale of the Company

The Customer shall promptly notify Pro.Work of any changes to trade register entries, the business registration, the representation status or other scenarios that are relevant for the contractual relationship.

If the legal status of the Customer’s enterprise should change from a sole proprietorship or partnership into a corporation, this shall not affect the personal liability of the Customer for any and all obligations arising from the Contract. A supplementary agreement, according to which the corporation joins the existing Contract with the Customer, shall be made.

If Customer’s enterprise or a part thereof should be sold, a prior agreement with Pro.Work concerning the transfer of this Contract to the legal successor shall be made. An entitlement to the transfer of this Contract does not exist. In the absence of a transfer agreement, the personal liability of the Customer shall remain in effect vis-à-vis Pro.Work.

11. Pricing Reservations

If rents, utility costs and other costs should change, Pro.Work shall have the right to implement a reasonable price adjustment for the supplementary services in line with the inflation rate without such changes requiring the termination of the Contract.

12. Advance Tax Deduction

If the advance tax option is exercised with regard to value added tax, the Customer warrants that Customer is eligible for a full advance tax deduction, i.e. that Customer shall use the leased office premises or services exclusively for the performance of services that permit an advance tax deduction. For the duration of the office service contract, the Customer shall undertake to promptly notify Pro.Work if the requirements for full advance tax deduction eligibility no longer apply. The Customer is willing to reimburse Pro.Work for any damages arising from the potential loss of the option, specifically the non-deductibility of advance tax with Pro.Work by considering the value added tax stipulated in the office service contract part of the monthly service fee as of the loss of option and that as a result the monthly service fee shall be the gross amount without the applicable value added tax. If the applicable value added tax should increase while the contractual relationship is in effect, either the increased due value added tax or an accordingly increased rent shall be paid.

13. Written Form Clause, Severability

For any retroactive changes and additions to the Contract to become legally effective, same shall be made in writing. Any supplementary agreements and ancillary covenants as well as changes and additions to the Contract shall be effective only if they have been confirmed by Pro.Work in writing. If any provision of a Contract should be or become wholly or partially ineffective, this shall not affect the effectiveness of the remaining provisions. In lieu of such a provision, the Parties shall apply an effective provision that under the reasonable interpretation of the Contract meets the intentions of the Contracting Parties as closely as possible. If the ineffectiveness should be based on a designated service or time, it shall be superseded by the scope permitted by law.

14. Place of Jurisdiction

The place of jurisdiction for any and all disputes arising from this Contract and for questions concerning the existence of this Contract, shall be the business domicile of Pro.Work. The laws of the Federal Republic of Germany and the German language version of this Contract shall govern this contract.