1. DEFINITIONS

“Authorized signatory” means an individual authorized to legally bind your company, or yourself if you do not represent a company.

“CSC Station,” “we” or “us” means CSC Station LLC, its successors, and assignees.

“Member” means each person you authorize on your member list as being allowed to use your office space and receive the services (defined below) or other benefits of your Coworking Office Membership.

“Member company” means a company, entity, or individual that enters into a Membership Agreement with CSC Station, including without limitation for a CSC Station Membership or Coworking Office Membership.

“Office space” means the office number or workspace location(s) specified in the Membership Details form.

“Zone” means workspace location(s) specific to the fifth floor.

“Premises” means those portions of the building at 112 South French Street and parking lot at 110 South French Street, Wilmington, Delaware 19801, from time to time designated by us, for use by member companies.

“Primary member” means the primary in-premises member contact for CSC Station.

“Start date” means the start date set forth on the Membership Details form.

“You” means you personally, or if you represent a company, the company or other entity listed on the Membership Details form.

“Membership subscription” means the annual subscription to CSC Station allowing an individual to become a member.

“Additional services subscription” means the subscription to one or more open space seats, dedicated desks, parking, mail services or individual offices.

2. THE BENEFITS OF MEMBERSHIP

(a) Services. Subject to the terms and conditions of this agreement, including any attachments, exhibits, and addenda (including any additional or supplemental Membership Details forms; collectively, the “Agreement”) and any other policies we make available to you from time to time, during the term (defined below), CSC Station will use commercially reasonable efforts to provide you (and your members, as applicable) the services described below. These services are referred to in this Agreement as the “Services.”

Services available for additional fee include the following:

Mail services – Members can purchase mail service (use of our address) for $50 per month. This does not include forwarding of mail, as it must be picked up by you. CSC Station shall not be held liable for any property damage or loss in connection with mail and packages delivered and held within the mail room. We’ll hold mail for members who depart CSC Station for up to two weeks past the end of their agreement. Mail subscriptions shall be paid timely, late payment will result in mail being returned to sender.

Parking – Members and guests using the building may park in the parking lot Monday-Friday 8:00 a.m. – 5:30 p.m. After hours Monday-Friday, parking can be purchased for an additional fee. Cars are not to be left overnight or over the weekend. Office members have 24×7 parking access.

(b) Business hours and days. “Regular business hours” are generally from 8:00 a.m. to 5:30 p.m. Eastern Time on regular business days. “Regular business days” are all weekdays, except local bank and government holidays and up to three other days of which we will inform you.

(c) Our reserved rights. We’re entitled to access your office space, with or without notice, in connection with our provision of the Services, for safety or emergency purposes or for any other purposes. We may temporarily move furniture contained in your office space. We reserve the right to alter your office space, provided that we will not do so in a manner that substantially decreases the square footage of your assigned office space or related amenities. We may also modify or reduce the list of Services or furnishings provided for your office space at any time. The Services may be provided by us, an affiliate or a third party.

(d) Office space not timely available. If we are unable to make the office space available by the start date for any reason, including due to (i) changes in construction plans, delays in obtaining permits, or any other obstacles in procuring space in any premises, or (ii) delays caused by you or by changes requested by you, we will not be subject to any liability related to such inability, nor will such failure affect the validity of this Agreement. In this event, except as set forth in this Agreement, you will not be obligated to make payments of the Additional Services Subscription Fee until the office space is made available to you.

3. YOUR MEMBERS

(a) Updating the member list. Only those individuals set forth on the member list will be deemed to be “members” and entitled to the benefits described in this Agreement. Your members will be able to begin using, accessing, and receiving the Services on the later of (i) the start date or (ii) the date we confirm the addition of such individual to the member list. Every member you add to your list needs to have a valid annual membership subscription. You are responsible for maintaining the accuracy of the member list, the first version of which is attached to this Agreement. To  make changes to your member list, you must have your primary member update such list through the CSC Station web portal (https://members.cscstation.com) or send an email, from the primary member’s email account on file with CSC Station, to the email address specified at the bottom of the Membership Details form. The email requesting the change must include the name(s) and email address (es) of the departing and new member(s) and the effective date of the change. The changes will not take effect until we confirm that we have received the email and have accepted and applied the change, in our sole discretion. A member will no longer be allowed access to the Additional Services upon the earlier of (1) the termination or expiration of this Agreement; (2) your removal of such member from the member list or (3) our notification to you that such member will be removed from the member list, for example if such member violated this Agreement. If the number of members or other individuals regularly using your office space exceeds the number allocated on the Membership Details form, you will be required to pay the then current additional fee as set forth on the schedule attached hereto and incorporated herein (the “schedule”). In no event will the number of members exceed 1.5 times the number of desks in the office space, regardless of additional fees paid. We reserve the right to further limit the number of members allowed at any point (b) Authority of primary member or authorized signatory. An authorized signatory generally has the sole authority on behalf of your company (or yourself if you do not represent a company) to make changes to or terminate this Agreement. A primary member will generally serve as CSC Station’s primary contact regarding matters that involve your members, the physical office space, or the premises. We will be entitled to rely on communications to or from the authorized signatory or primary member as notice to or from the applicable member company (if applicable).

4. MEMBERSHIP AND ADDITIONAL SERVICES SUBSCRIPTION FEES AND PAYMENT

(a) Payments due upon signing. Upon submitting a signed and completed Agreement, you will be obligated to deliver to us, in the amount(s) set forth on your Membership Details form, the set-up fee. CSC reserves the right to require a service retainer to be held as a retainer for performance of all your obligations under this Agreement and is not intended to be a reserve from which fees may be paid. In the event you owe us other fees, you may not rely on deducting them from the service retainer, but must pay them separately. Subject to the complete satisfaction of your obligations under this Agreement, we will return to you by ACH within thirty (30) days (or earlier if required by applicable law) the service retainer, or any balance, after deducting outstanding fees and other costs due to us after the latest of (1) the termination or expiration of this Agreement, (2) the date on which you provide to us all account information necessary for us to make such payment, and (3) your complete performance of all your obligations under this Agreement, including any obligations applicable following termination or expiration of this Agreement.

(b) Additional Services Subscription Fee. During the term (defined in the Membership Details form above) of this Agreement, we will process payment for your Additional Services Subscription Fee and other then-outstanding fees, in advance, monthly and no later than the fifth (5th) business day of each month. You shall be responsible for having the necessary funds available in your payment account as of the first (1st) day of the month. The Additional Services Subscription Fee set forth on the Membership Details form covers the Services for only the number of members indicated in the Membership Details form. Additional members will result in additional fees as set forth on the schedule. New members can be added and effective immediately with credit card payment.

On each anniversary of the start date, the Annual Membership and Additional Services Subscription Fees may increase to $75.00, and office space fees may increase by three percent (3%) of the previous year’s fees.

(c) Invoices; financial information. CSC Station will send or otherwise provide invoices and other billing-related documents, information, and notices to the primary member, unless a different billing contact is indicated on the Membership Details form. Change of the billing contact will require notice from the authorized signatory in accordance with this Agreement.

(d) Overage fees. Each month, you will receive a certain number of credits for conference room use, copies, printouts, and other products and services we may offer from time to time, as specified on the Membership Details form. These allowances may not be rolled over from month to month. If these allocated amounts are exceeded, you will be responsible for paying fees for such overages. The current overage fee is set forth in the Membership Details form. All overage fees are subject to increase from time to time with thirty (30) days prior written notice.

(e) Late fees. If payment for the membership fee or the Additional Services Subscription Fee or any other accrued and outstanding fee is not made by the tenth (10th) of the month in which such payment is due, you will be responsible for paying the then-current late charge. The current late fee is listed on the schedule. Failure to pay may result in removal of access to the CSC Station app.

(f) Form of payment. We accept payment of all amounts specified in this Agreement solely by direct withdrawal from your bank account or credit card. If you elect to pay via direct withdrawal, you are required to maintain sufficient money in your bank account to pay the fees described in this Agreement and to inform us promptly of any changes to the account. If you elect to pay via credit card, you are required to inform us promptly of any changes to your credit card information and must ensure that you replace such credit card and update the relevant information prior to its expiration date. Changing your payment method may result in a change in the amount required under this Agreement to be held as the service retainer. Only a single checking, savings, or credit card account may be used at any given time to make payments under this Agreement. If payment via credit card fails on two occasions, we may require you to make payments via direct withdrawal.

(g) Outstanding fees. When we receive funds from you, we will first apply funds to any balances which are in arrears and to the earliest month due first. Once past balances are satisfied, any remaining portion of the funds will be applied to current fees due. If any payments remain outstanding after we provide notice to you, we may, in our sole discretion, withhold Services or terminate this Agreement in accordance with Section 5(c).

(h) No Refunds. Except as provided in Sections 5(b) and 5(e) of this Agreement, there are no refunds of any fees or other amounts paid by you or your members in connection with the  Services.

(i) No Transfers. Memberships cannot be transferred between individuals. If one member is cancelling membership before renewal, the remaining period of the membership subscription cannot be passed on to a different individual.

(j) Keys. In the event that additional keys are needed or locks need to be rekeyed, you will be responsible for the locksmith cost.

(k) Damages. Subject to additional fees to repair any damage to walls, carpet, or furniture as identified or at end of the membership subscription.

5. TERM AND TERMINATION

(a) Term. This Agreement will be effective when signed by both parties (“effective date”); provided

that we have no obligations to provide you with the Services until the later of (i) the date on which payment of your service retainer, membership fee and first month’s Additional Services Subscription Fee has cleared or (ii) the start date. If the start date is a regular business day, you will need to receive an approved time from CSC Station management to reduce noise and confusion for other members. Members must request use of the elevator for moving materials, and only the protected elevator can be used for moves. Arrangements need to be made in advance to protect the elevator. Unless otherwise set forth on the Membership Details form, following the commitment term, this Agreement shall continue on a month-to-month basis (any term after the commitment term a “renewal term”). The commitment term and all subsequent renewal terms shall constitute the “term.” If no commitment term is indicated on your Membership Details form, the default commitment term shall commence on the start date and end one (1) month after the start date. This Agreement will continue until terminated in accordance with this Agreement.

(b) Cancellation prior to start date by you. You may cancel this Agreement prior to the start date

upon delivery of notice to us. If you terminate more than one (1) full calendar month prior to your start date, you may be entitled to a refund of your set-up fee, less any applicable charges, expenses, or deductions. If you terminate within one (1) full calendar month prior to your start date, you will not receive any refund.

(c) Termination after the start date by you; changes in office space. Except as set forth in this section, you may terminate this Agreement by delivering to us the written notice (“Termination Notice”) at least one (1) full calendar month prior to the month in which you intend to terminate this Agreement (“termination effective month”). The termination will become effective on the last regular business day of the termination effective month; provided that the Agreement is not terminable during the commitment term. During the commitment term, if you deliver a Termination Notice to CSC Station at least one (1) full calendar month before the end of the commitment term, you may terminate the Agreement as early as the last regular business day of the commitment term. Any Termination Notice delivered to CSC Station during the commitment term but less than one (1) full calendar month before the end of the commitment term shall become effective in accordance with the rest of this Section 5(c). For instance, if you would like to terminate this Agreement on the last regular business day of December, the last opportunity to deliver the Termination Notice to us would be on November 30. The Termination Notice needs to be signed by the authorized signatory. You will not be entitled to pro ration with respect to the last month’s Additional Services Subscription Fee. For instance, if you vacate your office space before the last regular business day of December, you will still owe us the full Additional Services Subscription Fee for the month of December. On the last regular business day of the month, you must vacate the office space no later than 4:00 p.m. Changes in office space, to the extent you have already occupied a different office space, will also require compliance with the termination obligations set forth in this Section 5 for the office space being vacated.

(d) Termination or suspension after the start date by us. We may withhold Services or immediately terminate this Agreement: (i) upon breach of this Agreement by you or any member; (ii) upon termination, expiration or material loss of our rights in the premises; (iii) if any outstanding fees are still due after we provide notice to you; (iv) if you or any of your members fail to comply with the terms and conditions of this Agreement or any other policies or instructions provided by us; or (v) at any other time, when we, in our reasonable discretion, see fit to do so. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of this Agreement.

(e) Service retainer (if any). After termination or expiration of this Agreement, we will return any balance of any service retainer to you in accordance with Section 4(a) of this Agreement.

(f) Removal of property upon termination. Prior to the termination or expiration of this Agreement, you will remove all property of yours and your members, and your guests from the office space and premises. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in or on the office space or premises after the termination or expiration of this Agreement and will not have any obligation to store such property, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal. Following the termination or expiration of this Agreement, we will not forward or hold mail or other packages delivered to us.

(g) Office memberships. In lieu of CSC Station not requiring the office member to pay a monthly upfront rental fee or security deposit, we require that the member pay for wall repairs and repainting of the office they maintained in an amount not to exceed $400 per office rented.

(h) Keys. Upon termination, all office door keys will be returned to CSC Station management. If any keys are missing, the member will be responsible for paying for a locksmith of CSC’s selection to rekey all locks and reprint all keys for the offices rented.

6. HOUSE RULES

In addition to any rules, policies, or procedures that are specific to your premises:

(a) You acknowledge and agree that:

(b) No member will:

You are responsible for ensuring your members comply with all House Rules including the additional rules attached hereto.

7. ADDITIONAL AGREEMENTS

(a) Technology release. To use all the functions offered by us, it may be necessary to install software onto a member’s computer, tablet, mobile device, or other electronic equipment. In addition, from time to time, at a member’s request, we or an affiliate, or our or their agent or service provider, may help troubleshoot problems a member may have in trying to access certain functions, such as printing or accessing the internet. Regarding the foregoing, you agree that we and our affiliates:

(b) Waiver of claims. To the extent permitted by law, you, on your own behalf and on behalf of your members, employees, agents, guests, and invitees, waive any and all claims and rights against us, our affiliates, parents, and successors and our employees, assignees, officers, agents and directors (collectively, the “CSC parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet.

(c) Limitation of liability. The aggregate monetary liability of any of the CSC parties to you or your members, employees, agents, guests, or invitees for any reason and for all causes of action, will not exceed the total membership and Additional Services Subscription Fees paid by you to us under this Agreement in the twelve (12) months prior to the claim arising. None of the CSC parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance, or punitive damages, including loss of profits or business interruption. You acknowledge and agree that you may not commence any action or proceeding against any of the CSC parties, whether, in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual.

(d) Indemnification. You will indemnify the CSC parties from and against any and all claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach of this Agreement by you or your members or your or their guests, invitees, or any of your or their actions or omissions. You are responsible for the actions of, and all damages caused by all persons that you, your members, or your or their guests invite to enter any of the premises. You shall not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of the CSC parties without our written consent. None of the CSC parties shall be liable for any settlement made without its prior written consent.

(e) Insurance. You are responsible for maintaining, at your own expense and at all times during the term, insurance for your personal property and commercial general liability insurance covering you and your members for property loss and damage, injury to your members and your members’ guests, and prevention of or denial of use of or access to, all or part of the premises, in form and amount appropriate to your business. You will ensure that CSC Station shall be named as an additional insured on any such policies of insurance and that you waive any rights of subrogation you may have against CSC Station. You shall provide proof of insurance upon our request.

(f) Pets. No pets are permitted in CSC Station.

(g) Parking. CSC Station charges for parking in the parking lot at 110 S. French Street next to CSC

Station. No vehicles are permitted overnight without a purchase of a parking spot and approval from CSC Station. Half day, full day, and monthly parking access is available at CSC Station. All access to the CSC Station is via the CSC Station app. Unauthorized vehicles parked in the lot will be towed at the vehicle owners’ expense. Gates will be closed from 5:30 p.m. to 7:30 a.m. weekdays. Gates are closed Saturday and Sunday. CSC reserves the right to have gates closed 24×7.

Other members. We do not control and are not responsible for the actions of other member companies, members, or any other third parties. If a dispute arises between member company members or their invitees or guests, we shall have no responsibility or obligation to participate, mediate, or indemnify any party.

(a) Governing law. This Agreement and the transactions contemplated hereby shall be governed by and construed under the law of the State of Delaware.

(b) Venue. Any dispute, controversy, or claim arising out of or in relation to this Agreement, or at law, or the breach, termination, or invalidity of this Agreement, that cannot be settled amicably by agreement of the parties to this Agreement shall be determined by a court of competent jurisdiction located in the State of Delaware.

(c) Judgment. Judgment may be entered in any court of competent jurisdiction. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the court.

9. MISCELLANEOUS

(a) Nature of the Agreement; relationship of the parties. Your agreement with us in the commercial equivalent of an agreement for accommodation in a hotel. The whole of the office space remains our property and in our possession and control. We are giving you the right to share with us the use of the office space so that we can provide the Services to you. Notwithstanding anything in this Agreement to the contrary, you and we agree that our relationship is not that of landlord, tenant, or lessor-lessee, and this Agreement in no way shall be construed as to grant you or any member any title, easement, lien, possession, or related rights in our business, the premises, the office space, or anything contained in or on the premises or office space. This Agreement creates no tenancy interest, leasehold estate, or other real property interest. The parties hereto shall each be independent contractors in the performance of their obligations under this Agreement, and this Agreement shall not be deemed to create a fiduciary or agency relationship, or partnership or joint venture, for any purpose. Neither party will in any way misrepresent our relationship.

(b) Updates to the Agreement. Changes to membership and overage fees will be governed by Section 4(b) and 4(d) of this Agreement, respectively, and changes to the House Rules will be governed by Section 6(a) of this Agreement. With respect to other sections of this Agreement, we may from time to time update this Agreement and will provide notice to you of these updates. You will be deemed to have accepted the new terms of the Agreement following the completion of one (1) full calendar month after the date of notice of the update(s). Continued use of the office space or Services beyond this time will constitute acceptance of the new terms.

(c) Waiver. Neither party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party.

(d) Subordination. This Agreement is subject and subordinate to our interest in the premises and any mortgage encumbering the premises, if any.

(e) Extraordinary events. CSC Station will not be liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond CSC Station’s reasonable control, including without limitation (i) any delays or changes in construction of, or CSC Station’s ability to procure any space in, any premises, (ii) any delays or failure to perform caused by conditions related to any construction on the third floor of the building or the parking lot adjacent to the building.

(f) Severable provisions. Each provision of this Agreement shall be considered separable. To the extent that any provision of this Agreement is prohibited, this Agreement shall be considered amended to the smallest degree possible to make the Agreement effective under applicable law.

(g) Survival. Sections 1, 2(c), 4 (to the extent any payments remain outstanding), 5(c), 5(e), 5(f), 6(b), 7(a) through 7(e), 7(g), 8, and 9 and all other provisions of this Agreement reasonably expected to survive the termination or expiration of this Agreement will do so.

(h) Notices. Any and all notices under this Agreement will be given via email, and will be effective on the first business day after being sent. All notices will be sent via email to the email addresses specified on the Membership Details form, except as otherwise provided in this Agreement. CSC Station may send notices to either (or both) the primary member or the authorized signatory, as CSC Station determines in its reasonable discretion. Notices related to the physical office space, premises, members, other member companies or other issues in the premises should be sent by the primary member. Notices related to this Agreement or the business relationship between you and CSC Station should be sent by your authorized signatory. In the event that we receive multiple notices from different individuals within your company (or associated to you if you do not represent a company) containing inconsistent instructions, the authorized signatory’s notice will control unless we decide otherwise in our reasonable discretion.

(i) Headings; interpretation. The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of the Agreement. Any use of “including,” “for example,” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate.

(j) No assignment. Except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the shares or assets of you or your parent corporation, you may not transfer, sublet, or otherwise assign any of your rights or obligations under this Agreement (including by operation of law) without our prior consent. We may assign this Agreement without your consent.

(k) OFAC. You hereby represent and warrant that (i) neither you nor any of your members are or will be, at any time during the term, an entity or individual listed on the Specially Designated Nationals and Blocked Person List published by the U.S. Department of Treasury, as updated from time to time, and neither you nor any of your members will, at any time during the term, engage in any activity under this Agreement, including the use of Services provided by CSC Station in connection with this Agreement, that violates applicable U.S. economic sanctions laws or causes CSC Station to be in violation of such U.S. economic sanctions laws.

(l) Entire agreement. This Agreement, including the Membership Details form, constitutes the entire agreement between the parties relating to the subject matter hereof and shall not be changed in any manner except by a writing executed by both parties, or as otherwise permitted herein. All prior agreements and understandings between the parties regarding the matters described herein have merged into this Agreement.

ADDITIONAL HOUSE RULES