FOUNDING MEMBER ADDENDUM

1.1 CoLab is enrolling a limited group of Open Office members as Founding Members.

1.2 Enrollment is capped at ten (10) Founding Members and closes on December 31, 2026, or when the cap is reached, whichever comes first. CoLab may extend the closing date at its discretion. CoLab may not increase the cap above ten without the written agreement of the Founding Members then enrolled.

1.3 Founding Member status is personal to Member. It is not an interest in CoLab, confers no ownership, voting, or governance right, and creates no partnership, joint venture, or agency relationship.

2.1 The ladder. Founding Memberships are offered at two rates, assigned in order of enrollment:

After the ten Founding seats are claimed, Open Office membership is offered at the then-published regular rate, which is $200.00 per month or $2,000.00 per year as of the date of this Addendum.

2.2 Member's Locked Rate is the rate for the tier in effect on Member's enrollment date, as recorded in Section 8 below. CoLab shall not increase it for so long as Member's Membership remains Continuous, as defined in Section 3.

2.3 Tier assignment is by enrollment order, determined by the date CoLab receives Member's first payment. A submitted form does not reserve a tier. If a tier fills before Member's first payment is received, Member is assigned the next open tier, and CoLab will notify Member of the rate before charging it.

2.4 Monthly and annual are separate rates, both locked. A Member who enrolls monthly may switch to the annual rate for the same tier at any time, and a Member who enrolls annually may switch to monthly at the end of the annual term. Switching does not change the tier and does not break Continuity.

2.5 This Section 2 supersedes Section B9.5 of the Facility Terms as to Member's Open Office Membership Fee, and only as to that fee. CoLab retains its right under Section B9.5 to adjust any other fee on thirty (30) days' written notice.

2.6 What is not locked. The Locked Rate applies only to the recurring Open Office Membership Fee. It does not apply to, and CoLab may change at any time in accordance with the Facility Terms:

(a) conference room rates, day pass rates, hourly rates, or any other metered or add-on charge;
(b) private office license fees, including any office Member later licenses;
(c) mailbox service, registered agent service, or any other service Member adds after enrollment;
(d) late fees, declined payment fees, or credential replacement fees;
(e) applicable taxes.

2.7 Published rates may rise. CoLab may raise the published Open Office rate at any time after the Founding seats are claimed. A Founding Member with Continuous Membership does not pay those increases.

2.8 No retroactive claim. The Locked Rate takes effect on Member's enrollment date and confers no credit, refund, or adjustment for any period before it.

3.1 Definition. Member's Membership is "Continuous" if it has been in effect without interruption since Member's enrollment date, with all amounts paid when due.

3.2 What ends the lock. The Locked Rate terminates immediately and permanently, and Member reverts to the then-published rate, if:

(a) Member terminates the Membership under Section B9.6(a) of the Facility Terms;
(b) CoLab terminates the Membership for cause under Section B9.7;
(c) Member's account is more than fifteen (15) days past due, as described in Section B9.7(a);
(d) the Membership lapses for any reason for more than thirty (30) days; or
(e) Member transfers or attempts to transfer the Membership in violation of Section 5.

3.3 Rejoining does not restore it. A former Founding Member who rejoins after any event in Section 3.2 enrolls at the then-published rate, as provided in Section B9.9 of the Facility Terms. Founding Member status is not reinstated.

3.4 Suspension for nonpayment. A suspension of access credentials under Section B9.7(a) does not by itself end the Locked Rate, provided Member cures before the deadline in Section 3.2(c).

3.5 Billing pause. CoLab may, at its sole discretion, grant Member a written pause of up to sixty (60) days without breaking Continuity. Any pause must be agreed in writing in advance. An unapproved gap in payment is not a pause.

3.6 Termination by CoLab without cause. If CoLab terminates Member's Membership without cause under Section B9.6(b), and Member rejoins within ninety (90) days, CoLab shall restore the Locked Rate. This Section does not limit CoLab's right to terminate.

4.1 First right of refusal on private offices. Before CoLab publicly lists an available private office, CoLab will notify Founding Members and allow three (3) business days for a Founding Member to license it at the then-published rate. This is a right of first notice and refusal only. It is not a discount, not an option, and not a guarantee that any office will become available. Where more than one Founding Member responds, CoLab will offer the office in order of enrollment date.

4.2 Founding Members wall. Member's name or business name will be displayed at the Premises for so long as Member's Membership is Continuous. Member may decline this by notifying CoLab in writing.

4.3 Referral payments. CoLab pays cash for referrals as follows:

(a) Conditions. The referral must be identified by the referred party at the time of their enrollment. Payment is made after the referred party's second consecutive paid month, and only if both the referred party and Member are in good standing at that time.

(b) No stacking, no self-referral. One payment per referred party. Member may not refer itself, an affiliate, a person already in contact with CoLab about membership, or a person who has been a member or licensee within the prior twelve (12) months.

(c) Members and non-members are paid the same amounts. A referral payment is not a credit, has no effect on the Locked Rate, and is not contingent on Founding Member status.

(d) Reporting. CoLab may require a completed Form W-9 before paying, and will report payments as required by law.

(e) CoLab may change or discontinue referral payments prospectively at any time. A change does not affect a referral already identified under Section 4.3(a).

5.1 Founding Member status, the Locked Rate, and every benefit in Section 4 are personal to Member and may not be sold, assigned, transferred, sublicensed, shared, or made available to any other person or entity, by operation of law or otherwise.

5.2 Where Member is an entity, the Locked Rate attaches to that entity's single Open Office Membership and to the single designated individual on file, as provided in Section B9.1(c). It does not extend to additional memberships the entity purchases, to affiliates, or to any other employee.

5.3 Any attempted transfer is void and terminates the Locked Rate under Section 3.2(e).

6.1 Amenities. Under Section B9.10(a), CoLab may modify, substitute, or discontinue any shared amenity on reasonable notice.

Access to the fitness facility, infrared sauna, and golf simulator is provided under CoLab's arrangement with the operator of that facility. CoLab expects that access to continue and has no present intention to change it. It is nonetheless an amenity and not a term of the Membership, as Section B9.10(c) provides. If that arrangement is modified or ends, CoLab will give Member as much notice as it reasonably can, and the change does not reduce the Locked Rate, entitle Member to a refund or credit, or give rise to a claim against CoLab.

The same applies to any amenity of the Building that is not operated by CoLab.

6.2 The open floor is not finished. Member acknowledges that furniture, phone booths, and a coffee bar are on order and not installed as of the date of this Addendum, that CoLab has given no date for their completion, and that the Locked Rate is offered in consideration of that condition. Their absence, delay, or substitution is not a breach and does not entitle Member to a refund, credit, or rate adjustment.

6.3 House Rules. Under Section C, CoLab may amend the House Rules at any time with notice.

6.4 The Premises. Under Section B9.10(b), CoLab may reconfigure, relocate, or reallocate space within the Premises, including the open office floor, its furnishings, and the number of seats available.

6.5 Termination. CoLab retains every termination right in Sections B9.6 and B9.7, including termination without cause on thirty (30) days' notice. The Locked Rate does not extend the Membership, create a fixed term, or limit CoLab's right to terminate. Section 3.6 is Member's only remedy on a termination without cause.

6.6 CoLab's own occupancy. Under Section B9.10(d), if CoLab's occupancy agreement for the Premises terminates, this Addendum terminates concurrently, and CoLab's sole obligation is a refund of prepaid unused fees.

6.7 Program discontinuation. CoLab may discontinue the Founding Member Program at any time. Discontinuation does not affect the Locked Rate of any Member already enrolled whose Membership remains Continuous.

7.1 Entire agreement. The Facility Terms and this Addendum are the entire agreement between the parties as to their subject matter.

7.2 Amendment. This Addendum may be modified only by a writing accepted by both parties.

7.3 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force and effect. If the rate lock in Section 2 is held unenforceable, the remainder of this Addendum and the Facility Terms remain in effect and Section B9.5 governs.

7.4 Governing law and venue. Illinois law, without regard to conflict of laws principles. Exclusive jurisdiction and venue in the state courts located in DuPage County, Illinois.

7.5 Electronic acceptance. Acceptance through CoLab's online checkout, or by signature below, binds Member to this Addendum. Section D6 of the Facility Terms applies.

7.6 Survival. Sections 5 and 7 survive termination of the Membership.