BROKER PARTNERSHIP PROGRAM TERMS AND CONDITIONS

Subject to the terms and conditions of these rules, Phase Two Space, LLC (“Phase Two”) located at 5877 Rodeo Road, Los Angeles, 90016 will compensate individuals or entities for each qualified member introduction that leads to the execution of a Phase Two membership agreement.

A. A QUALIFIED INTRODUCTION

Subject to these terms and conditions, for any person or other entity (the “Introduced Member”) to be considered a qualified introduction, such Introduced Member (or the primary member of such Introduced Member) must:

  • sign a Phase Two membership agreement that provides a right of access to dedicated space (i.e. a membership for either a hot desk, dedicated desk or dedicated office space, not a virtual desk) at Phase Two no later than two (2) months from the date of Submission (as defined below);
  • not be a current or previous member of Phase Two;
  • in the 60 days prior to your Submission, not have previously contacted Phase Two for a membership or attended a Phase Two hosted event or otherwise be introduced to Phase Two by another party;
  • not be (i) a subsidiary or an affiliate of the entity providing the introduction or
    (ii) an entity with the same parent entity as the entity providing the introduction; and
  • in the event an Introduced Member is introduced more than once, we will honor the Submission we receive earliest, unless an exclusive agreement exists between the Introduced Member and one of the entities providing the introduction.B. PROCESS

     

    Submission to Phase Two (“Submission”)

    To be eligible to receive the fees (“Fee”) described in these rules, you must accept these terms and conditions. Introductions may be submitted by (i) registering a profile in writing with Phase Two, or (ii) contacting a Phase Two manager or employee and providing:

  • Your first and last name or the first and last name of the primary contact for the entity with which you are affiliated;
  • Introduced Member’s name;
  • Introduced Member’s valid phone number; and
  • Introduced Member’s valid email address. .You must complete a separate Submission for each Introduced Member. You may only complete a single Submission per potential member company that you would like to introduce. Incomplete submissions will result in you being ineligible to collect Fees until a complete Submission is received. The Introduced Member must have granted consent to you to fill out the Submission or initiate a written or verbal exchange about membership at Phase Two and you must hold a good faith belief that the Introduced Member desires to become a member of the Phase Two community.

Contact with Introduced Member

Following a complete Submission, we will contact the Introduced Member confirming our receipt of the Submission unless otherwise instructed to contact you first. By agreeing to these terms and conditions, you hereby represent that you have obtained consent from the Introduced Member to send the Introduced Member’s contact information to Phase Two for the purpose of participating in this Broker Partnership Program (“Partnership”) with Phase Two described in these Terms and Conditions. The Introduced Member will have the opportunity to inform us that (a) it is not looking for a Phase Two membership and/or (b) it has not given authorization to you in connection with the introduction. If the Introduced Member informs us that it has not given authorization to you, you will not be eligible for the Fee even if such Introduced Member becomes a qualified introduction. If the Introduced Entity does not so inform us, you may continue to receive email communications. You will have the opportunity to edit your contact information and bank account information at any time as well as check the status of pending, completed and expired introductions.

Referral submissions that do not adhere to the procedures outlined above will not be recognized as valid by Phase Two and will not be processed for payment.

Vendor Vetting
Upon completion of your first qualified Referral Submission, you will be required to complete Phase Two’s standard Vendor Registration Form.
You will need to provide Phase Two with information about yourself, your business affiliation, your desired

ACH payment information, and a completed W- 9 form.
No referral fees will be eligible for payment until Phase Two’s standard Vendor Registration Form has been completed and returned to Phase Two. The Vendor Registration Form must only be completed once.

If you have not completed all of the aforementioned vetting requirements by the time you are due to be paid referral fees, Phase Two may withhold fees from you and is not responsible for the payment of any referral fees until vendor registration is complete.

Self-Billing Agreement
Where you make a referral to Phase Two under these terms and conditions you agree to our self-billing procedures.

Phase Two will issue on a quarterly basis a self-billed invoice for the referral services provided by you to Phase Two. The self-billing invoices Phase Two will issue will use your individual or business name, address and any tax registration number provided upon sign up to issue tax compliant self-billing. You agree to notify Phase Two if any of the business information provided upon sign up changes.

C. Fees

Subject to these terms and conditions, Phase Two will pay you for qualified introductions a Fee equal to a percentage of the membership fee(s) agreed to in the initial Phase Two membership agreement and paid in full by the Introduced Member and received in full by Phase Two, in accordance with the Fee structure in the following table.

Agreement Type & Length

Fee

Payment Cycle

Shorter than 12 months (includes month to month membership

agreements) on offices, dedicated desks and hot desks only:

• Months 1-12

10%

Payments made at the end of each quarter up to the end of 12 months

Occupancies longer than 12 months (whether by contracted term, renewals or continuations of month-to-month memberships) on offices, dedicated desks and hot desks only:

• Months 1-12

10%

Payments made at the end of each quarter up to the end of 12 months

• Months 13-36

5%

Paid quarterly, for up to an additional 24 months (total of 36 months)

Expansion (an increase in the total number of desks occupied and paid for by the Member that occurs within the first two years of occupancy)

• Months 1-12 from the date of expansion

10%
(new desks only)

Paid quarterly

Because Phase Two membership agreements may have a term as short as one month, Phase Two can provide no assurance regarding how long the term of any particular membership agreement may be. If the membership agreement is terminated early, you will only receive a Fee for the duration of the Introduced Member’s membership agreement term. Although Phase Two attempts to pay commission fees only after receipt of funds, in the event that the termination of a Phase Two membership agreement results in an overpayment of Fees by Phase Two, the amount equal to the original prepaid Fees less the adjusted Fees due to the shortened term of the Phase Two membership agreement must be promptly returned to Phase Two. Under no circumstances will Fees be paid after termination of the Introduced Member’s Phase Two membership agreement. Further, fees paid to you do not include any extra revenues derived from a Member from any source except the identified sources. For example, fees do not apply to revenue from parking, food and beverage, locker revenue, green screen rental, equipment rental, conference room rentals, event rentals, or other sources. Further, before the payment of your fee, any discounts or payment fees will be first deducted from the total revenue before calculation of your fee (e.g. discounts on the terms of the membership agreement and credit card fees).

Expansion & Reduction

If the Introduced Member takes additional dedicated desks or office space (“Expansion”) during the term of its Phase Two membership agreement, Fees on such Expansion shall be calculated by determining the amount of time left on such entity’s membership agreement and then following the schedule in the table above. Decreases in the membership fee due to reducing the number of dedicated desks or office space will proportionally decrease the Fee. In the event that such a reduction results in an overpayment of Fees by Phase Two, at Phase Two’s option, the amount equal to the original prepaid Fees for the period less the adjusted Fees due to such reduction for the period will be either (i) credited against future prepayments of Fees, if applicable or (ii) promptly returned to Phase Two.

Limitations on Referral Fees Relating to an Introduced Entity

Fees are paid for membership fees only for offices, dedicated desks and hot desks, not any other fees paid by the member. Fees will also be adjusted to reflect the total membership fee less any discounts agreed to by the Introduced Entity.

Examples

For illustrative purposes:

  • Entity A signs a month-to-month agreement and stays for 12 months. Your Fee is equal to 10% of Entity A’s membership fee for up to 12 months. You will receive payments quarterly throughout the 12 months. At the end of 12 months, your fee will end.
  • Entity B signs a 24-month membership agreement for 10 desks. Your Fee is equal to (i) 10% of Entity B’s membership fee actually paid for the first 12 months, paid in quarterly installments at months 3, 6, 9 and 12, plus (ii) 5% of Entity B’s membership fee actually paid for months 13-24, also paid quarterly at the end of months 15, 18, 21 and 24.
  • Entity B (above) takes on 5 additional desks at month 6 of its membership agreement. Your Fee is equal to (i) 10% of the additional membership fee for those 5 desks for the first 12 months, paid at months 3, 6, 9 and 12.
  • Entity B renews its membership agreement at the end of two years for an additional 24 months. Your Fee is equal to 5% of Entity B’s membership fee for the first 10 desks paid (i) in quarterly installments at end of months 27, 30, 33 and 36. Your fee entitlement ends after 36 months.
  • Entity C signs a 12-month membership agreement for 10 desks. Your Fee is equal to 10% of Entity C’ s membership fee, paid in quarterly installments at the end of months 3, 6, 9 and 12.
  • Entity C (above) takes on 5 additional desks at month 3 of its agreement, for a term of 12 months, plus extending its original ten desk agreement to 15 months in total. Your Fee for the 5 additional desks is equal (i) to 10% of the membership fee for those 5 desks, paid in quarterly installments at the end of month 6, 9, 12 and 15 of the term, plus (ii) 5% of the membership fee for the original 10 desks paid quarterly at the end of month 15.Payment

    If you do not supply us with a valid bank account, you will not be entitled to the Fees.

    By agreeing to these terms you accept that Phase Two will pay Fees owed in reference to the Introduced Entity’s membership fees, net of any discounts, automatically to the bank account based on the information you have provided.

You will receive an email confirmation, including a “Self-BillingInvoice” from Phase Two detailing the Fees, and you agree that such email shall serve as a valid invoice and record of transaction. If you donotreceivesuchanemail,pleasecontactinfo@phasetwospace.com. Alldisputesregardingfees must be communicated in writing to info@phasetwospace.com or in response to such email received from Phase Two within thirty (30) days. Failure to respond to the Phase Two confirmation email within such time period shall act as a waiver of any dispute regarding Fees described in such email.

The payment of any Fees will be made on a quarterly basis following the execution of the Introduced Entity’ s membership agreement and the start date of the membership.

Communication

All communication regarding the amount of referral fees and the schedule of payments shall come from the Phase Two management group. Any questions or concerns regarding these terms and the referral program should be addressed to peter@phasetwospace.com. While you may receive unofficial contact from other departments regarding your referral, please be advised that any such communication shall be considered advisory only, any information provided to you by such other team may not be correct or valid, and no determinations, especially regarding validity of a referral, made by such other team may be considered binding. The Phase Two management group shall be responsible for the final determinations regarding all referrals made pursuant to this Phase Two Referral Program.

D. MISCELLANEOUS

For the purpose of this Agreement, “Phase Two” is “Phase Two Space, LLC”. Within this agreement “Phase Two” is also referred to as “we,” “our” or “us”. All such fees will be paid to you in the same currency paid by the Introduced Entity pursuant to the applicable membership agreement. Where we are paid in cryptocurrency, you fee will also, at our sole discretion, also be paid in the same cryptocurrency.

In some circumstances, Phase Two or its related companies or affiliates, may enter into equity or other investment arrangements with the introduced Entity, which may include, in part or in whole, an exchange of membership fees for the equity or investment. Where this occurs, your fee will be based on the monetary equivalent of the membership fees exchanged for the said equity or investment at the time in question, and under no circumstance will your fee include any part of the equity or other investment that may be exchanged.

Phase Two reserves the right in its sole discretion to make any determination under these rules, including, without limitation, the determination of your eligibility, a qualified introduction and the amount and payment of Fees. If Phase Two determines, in its sole discretion, that you have violated these terms, you will not be eligible for the Fees and Phase Two reserves the right to disqualify you from this Broker Partnership. Nothing in these rules grants you or any other party any right, title or license to use any of Phase Two’s trademark or other intellectual property rights. By submitting introductions, you will not be deemed to be an employee of Phase Two.

You will not act as an agent of Phase Two nor are you entitled to make any
commitments on behalf of Phase Two. Phase Two reserves the right to amend these rules at any time without prior notice.

You consent that we may also transfer the personal information collected by us and make it available to our personnel, advisors, professionals, subcontractors, independent consultants, external third-party services providers and our affiliates for the foregoing purposes. Some of these transferees may not be located in

your country, and therefore your information may be transferred to countries that may or may not guarantee a level of privacy and data protection that is equivalent to the level of privacy and data protection set by the laws in your country.

E. Jurisdiction

These terms of service and any dispute arising out of these terms (including any non-contractual disputes) will be governed by and interpreted according to the laws of the State of California, without giving effect to its principles or rules of conflict of laws.

Any claim (excluding claims for injunctive or other equitable relief) shall be resolved via binding non- appearance-based arbitration initiated through the American Arbitration Association (“AAA”). The AAA Rules are available online at www.adr.or g or by calling the AAA at 1-800- 778- 7879. In any such arbitration, the parties and AAA must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/ or be solely based on written submissions, where the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties ; (c) the arbitrator may award injunctive or declaratory relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim; and (d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Nothing in this agreement shall prevent either party from seeking remedies in small claims courts of competent jurisdiction, or from seeking injunctive relief in any court of competent jurisdiction.