In consideration of the mutual promises and obligations contained in this Agreement, the parties agree as follows:

1. Use of the Space. MATTER grants to Space User a non-exclusive right, which is non- transferable by Space User, freely transferable by MATTER, and revocable at will without cause by only MATTER, for the sole purpose of general office space and for no other activity or purpose whatsoever. Space User agrees that it shall only use the Assigned Space by MATTER and shall not encroach upon or obstruct the neighboring space users, any common areas of the Space, passageways or use any other areas for any other purpose unless otherwise provided for herein without the prior written consent of MATTER. MATTER has the right, but not the obligation, to assign specific locations to each Space User within an Assigned Space. Nothing contained in this Agreement shall be considered as in any way constituting a partnership between MATTER and Space User. Space User agrees that it does not and shall not claim at any time any leasehold interest, nor a license coupled with an interest, nor any other interest or estate of any kind or extent whatsoever in any part of MATTER.

2. Change or Termination of Space Access.  Space User may request changes to their space access type or terminate this Agreement by providing MATTER at least 6 business days prior written notice to info@matter.health, ventures@matter.health or operations@matter.health. All changes in space access type are subject to approval by the MATTER team.

3. Payment. For monthly subscriptions, Space User shall pay to MATTER for this Agreement the Monthly Space Access Fees (“Monthly Fees”) by bank draft (ACH) or credit card, on or prior to the first day of each month following the date of this Agreement, without notice or demand. In the event the Agreement commences on any day other than the first day of a calendar month, the Monthly Fees for such partial month shall be prorated based upon the actual number of days this Agreement is effective during such month. The Monthly Fees may be increased once each calendar year at the sole discretion of MATTER. Upon the Effective Date of this Agreement, the Space User shall pay MATTER the first month’s Monthly Fees as indicated in the first section of this MATTER Space Access Form (fee will be prorated if the start date is on any day beyond the first business day of a month). Monthly Fees are due on the first of the month. If payment is not received after 5 business days, MATTER shall make a second attempt. Payments received after the 5th business day are subject to a 10% late fee. If payment is not received after the 5th business day, then the Space User's subscription, and associated access to space, is subject to immediate termination at MATTER’s sole discretion.
   
   In all cases for daily passes or monthly subscriptions, this signed Agreement and billing information must be provided to MATTER before the start of accessing the space. 

4. Condition of Premises. By accepting this Agreement, Space User shall be deemed to have accepted the Assigned Space by MATTER “as is” with no representation or warranty by MATTER regarding the condition of the Assigned Space by MATTER or its suitability for Space User's business. MATTER has no obligation to repair any part of the Assigned Space by MATTER unless the obligation is set forth in this Agreement.

5. Use of Shared Resources in Space. MATTER shall provide utilities, general office services (i.e. copy machine and printer) and Internet access on an “unmetered” basis. This unmetered basis is premised on a good-faith understanding between MATTER and the Space User that this privilege will not be abused. Employing MATTER services well beyond normal office use, defined as the norm amongst other space users, without prior discussion, after having received notice that MATTER is concerned about this level of use, and having been given a reasonable opportunity to rectify it, will be considered a breach of this Agreement. An example would be printing high volumes of material. That would be a job for a printing company. Most special needs can be accommodated by prior arrangement.
   
   Space Users with a daily pass will not have access to reserve conference rooms, though can request access through the front desk or contacting a member of the MATTER team. Conference room availability is not guaranteed.
   
   Space Users with a monthly subscription will have access to reserve conference rooms on their own. MATTER is particularly sensitive to conference room use in this regard. “Normal use” is defined as any meeting shorter than two hours that does not immediately follow, or is followed by, another reservation for the same room.  Any reservation that remains vacant after the first 10 minutes of the time slot will be voided and opened for others to use freely.  Conference rooms should not be used for private phone calls; phone rooms are provided for this purpose. MATTER asks that a Space User schedules long meetings at the beginning or at the end of the day and not during peak business hours. More liberal usage after business hours and on weekends is fine.
   
   In no event shall a Space User use the Ethernet/internet for any unlawful or illegal purpose, or for viewing pornography.   

6. Decorum. Space User shall maintain, at its sole cost and expense, the Assigned Space by MATTER in good condition and shall be responsible to pay for all necessary replacements and repairs to the Assigned Space by MATTER. Space User shall not  harm or damage in any way the Space or any part thereof, commit waste, create nuisance (including bothering its neighbors or other users at the Space), make any use of the Space which is offensive in MATTER’s sole opinion, nor do any act which would, in MATTER’s sole opinion, tend to injure the reputation of MATTER or the Space. Space User agrees not to send unsolicited commercial email (spam) using MATTER’s network, and to cooperate fully when requested by MATTER to remove viruses, worms, Trojans, bots and other malware from its computer systems. To minimize interference with the common wireless data and voice network(s) MATTER provides for the use of all permitted space users and guests of the Space, Space User agrees that it will not set up an independent wireless network at the Space without prior consultation and approval from MATTER. Space User shall not make any alterations or additions, nor permit the making of holes in the Space’s walls, partitions, ceilings or floors, nor permit the painting or placing of exterior signs, placards, promotions or other advertising media, banners, pennants, awnings, aerials, antennas, or the like in or about MATTER under any circumstances without the prior written consent of MATTER. Space User shall comply with all laws, ordinances, orders and regulations affecting Space User's business and this Agreement. Space User acknowledges that no trade or occupation shall be conducted in the Space or use made thereof, which will be unlawful, improper or offensive, or contrary to any law or any municipal by-law or ordinance in force in the City of Chicago.

7. Non-Liability of MATTER. MATTER shall not be liable to Space User for damages or otherwise for any delay or cessation in the commencement or continuance of Space User's business operations. MATTER’s only obligation under this Agreement is to perform the obligations prescribed to it pursuant to this Agreement.

8. Relocation and Revocation of Assigned Space. The Assigned Space by MATTER may be relocated within the Space at any time by MATTER, with no liability to MATTER. Space User acknowledges that no exclusive rights or use have been granted or given to it by MATTER or MATTER’s agents or employees. This Agreement does not grant any exclusivity rights to Space User. MATTER shall have the right to provide space at MATTER to anyone it chooses.

9. MATTER Access to Assigned Space. The Space User acknowledges that MATTER’s active management of the Space necessitates that MATTER be able to access the Assigned Space by MATTER, without advance notice, in order to provide services to the Assigned Space by MATTER, view the condition of the Assigned Space by MATTER, make alterations and repairs and so forth. MATTER will make reasonable efforts to ensure that such visits do not disrupt Space User's operations.

10. Indemnification. Space User hereby agrees to indemnify, defend and hold MATTER and Merchandise Mart L.L.C., their respective managers, employees, agents, contractors, lessees, parents, subsidiaries, affiliates and the successors or assigns of any of the above mentioned parties (collectively, “MATTER Indemnitees”) harmless from and against any and all claims, actions, liens, demands, expenses and judgments for loss, damage or injury to property or persons in any way connected with, the conduct or management of Space User's business, or otherwise arising from this Agreement or Space User's activities hereunder, including all costs, expenses and attorney’s fees. Space User shall also indemnify MATTER for all costs, expenses and attorney’s fees incurred by MATTER to enforce this indemnity.

11. Waiver. MATTER shall not be responsible or liable for, and Space User hereby expressly waives, any and all claims against MATTER and MATTER Indemnitees for injury to persons or damage to Space User's property, regardless of the cause and in the event of casualty or condemnation. Space User's property located anywhere in the Space shall be there at Space User's sole risk. MATTER and MATTER Indemnitees shall not be liable for, and Space User waives, all claims for loss or damage to Space User's business or damage to persons or property sustained by Space User or any person claiming by, through or under Space User resulting from any accident or occurrence anywhere in, on or about the Space, including, without limitation, claims for loss, theft or damage resulting from: (i) equipment or appurtenances becoming out of repair; (ii) injury done or occasioned by wind or weather; (iii) any defect in or failure to operate, for whatever reason, any sprinkler, heating or air-conditioning equipment, electric wiring or the installation thereof, gas, water or steam pipes, stairs, porches, railings or walks; (iv) broken glass; (v) the backing up of any sewer pipe or downspout; (vi) the bursting, leaking or running of any tank, tub, washstand, water closet, waste pipe, drain or other pipe; (vii) the escape of steam or water; (viii) water, snow or ice being upon or coming through the roof, skylight, trap door, stairs, doorways, windows, walks or any other place upon or near the Space; (ix) the falling of any fixture, plaster, tile, stucco or other material; (x) any act, omission or negligence of other space users or any other persons or occupants of the Space or of adjoining or contiguous buildings, or owners of adjacent or contiguous property or the public, or the construction of any private, public or quasi-public work; (xi) any injuries resulting from the presence, exposure or consumption of food and beverages on the premises; (xii) or  any other cause of any nature.

12. Default. If Space User: (i) fails to perform any of the terms, conditions or covenants of this Agreement, including without limitation, failure to pay the Monthly Fees timely; or (ii) becomes bankrupt or insolvent or files any debtor proceedings, or takes or has taken in any state a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Space User's property, or makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement, MATTER, besides having the right to immediately revoke this Agreement without serving notice to Space User, shall have the immediate right to remove Space User and any persons claiming rights under Space User and their property from the Space, lock and bar Space User and all persons claiming rights under Space User from doing business in MATTER, and all other remedies available to MATTER at law and in equity, including but not limited to the recovery of all amounts and other sums payable to MATTER under this Agreement. Any time MATTER reasonably believes a Space User has vacated or abandoned the Assigned Space by MATTER, MATTER may deem Space User's Assigned Space to be vacant, MATTER may pack up and remove Space User's belongings, and MATTER may redeploy the Assigned Space to another space user. If Space User has not given formal notice of termination, MATTER will deem that Space User's notice was given on the date that MATTER makes the above determination. MATTER will use its best efforts to inform the responsible parties of this action. All rights and remedies of MATTER herein or at law are cumulative.

13. Assignment. Space User shall not sell, assign, mortgage, pledge, sublicense, grant concessions or transfer this Agreement or any interest therein, without MATTER’s prior written approval, which may be withheld at MATTER’s sole and absolute discretion.

14. Subordination. Space User's rights under this Agreement shall be subject and subordinate at all times to: (i) all ground leases or underlying leases that may now exist or hereafter be executed affecting either or both of the Assigned Space by MATTER and the Space; and (ii) any mortgage or deed of trust that may now exist or hereafter be placed upon all or any portion of the Space or any ground leases or underlying leases for the benefit of MATTER. Termination of MATTER’s lease with Merchandise Mart L.L.C. will terminate this Agreement and all of MATTER’s obligations to the Space User, unless prior written notice is provided by MATTER to Space User of a new lease location for Space access and agreement to transfer of Space User's Assigned Space.

15. Entire Agreement. This Agreement contains all the covenants, promises, agreements, conditions and understandings between MATTER and Space User. This agreement supersedes all other agreements between MATTER and Space User with the exception of any pre-existing office agreements between MATTER and a space user.

16. Fees. Space User shall reimburse MATTER for all reasonable expenses and attorneys’ fees and disbursements that MATTER incurs in connection with a breach or default by Space User under this Agreement or enforcement of any provision or covenant of this Agreement against Space User, regardless whether suit is commenced or judgment is entered.

17. Choice of Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Illinois without application of its conflict of laws principles.

18. Operating Permits. If there are any licenses, authorizations or permits required by any governmental agency or authority for the conduct of Space User's business at the Assigned Space by MATTER, Space User shall be responsible for obtaining them at Space User's expense. Space User shall not conduct any unlawful activities in or upon any part of the Space or any part thereof. Unless expressly permitted by MATTER, the consumption or sale of alcoholic beverages in, at or from the Assigned Space by MATTER shall not be permitted.

19. Expectations. Space User, in MATTER’s sole discretion, shall operate its business in a first class and reputable manner and shall operate its business continuously and uninterruptedly while this Agreement is in effect in observance of all expectations, as may be amended or modified by MATTER from time to time.

20. Surrender. Space User shall at the termination or revocation of this Agreement remove its goods and effects, repair damage caused by such removal to the Assigned Space by MATTER and peaceably yield up the Assigned Space by MATTER in clean and in good order, repair and condition. Personal property of Space User not removed after termination of this Agreement within 48 hours shall become property of MATTER, at MATTER’s option. MATTER may pack up and remove Space User's belongings, and MATTER may redeploy the Assigned Space to another space user. All keycards must be turned in to MATTER personnel by close of business on the final day of the monthly subscription, or the business day in the case of receiving a temporary keycard for a daily pass user.

21. Non-solicitation. Space User hereby acknowledges and agrees that it shall not employ or solicit for employment any employee, agent or volunteer of any other space user at the Space or MATTER employees during the Agreement Term and for a period of 12 months following termination of this Agreement. Solicit, as defined herein, does not imply responding to inquiries made by an individual. MATTER shall have no obligation to enforce this provision and in no way shall be liable to Space User for any breach of this provision by any other permitted space user or guest of the Space.

22. Amendments. The failure of MATTER to insist upon strict performance by Space User of any of the conditions, provisions, rules and regulations, expectations and agreements in this Agreement, or to exercise any option, shall not be deemed a waiver of any of MATTER’s rights or remedies, and shall not be deemed a waiver. No part of this Agreement may be modified, changed, or supplemented, nor may any obligations or rights hereunder be waived, except by written instrument signed by both MATTER and Space User.

23. a. Intellectual Property. Space User shall not use the word “MATTER” in any name, logo or other means of identifying Space User or its business without the consent of MATTER, provided, Space Users with monthly subscriptions may use MATTER or the address of MATTER for mailing address purposes with advance notification to the MATTER team. MATTER may use Space User's name or mark on its website and other print and electronic publications for advertising and marketing purposes for the Space.
    
    One of the benefits of MATTER's Space is being in a community of healthcare thought leaders. With this benefit comes the expectation of strict confidentiality with respect to space users’ confidential information by other users of the office space. Space Users may at times have access or visibility to materials, data, strategies, systems, or other confidential information relating to other space users' products or services which is intended for internal use only. Any such information acquired by space users shall not be used, published, or divulged by the space users or their guests to any person, firm, or corporation or in any advertising or promotion regarding the space users' products or services, or in any manner or connection whatsoever without first having obtained the written permission of the affected party, which permission each space user may withhold in their sole discretion.
    
    b. Confidential Information. Space User is responsible for protecting their own confidential information. As defined herein, “confidential information” includes all non-public information or material that has or could have commercial value or other utility in a space user's business. Space User is responsible for taking all necessary precautions to safeguard their confidential information including any non-technical confidential information such as sales, marketing, and financial information and technical confidential information relating to a product or process such as research, development, algorithms, data, design and know-how.  Since disclosure of confidential information to others, including other space users, without a confidential disclosure agreement in place may hinder the ability of a space user to protect its intellectual property, a space user may wish to consult, at their own expense, with their attorney to determine whether certain information is confidential or not.  MATTER will not be liable for any loss of confidential information of a space user by actions of any party including a space user's guest, other space users, other space users’ guests, etc..  Affected space users may pursue any legal remedies at their disposal against infracting space users, guests, etc.  Any space user including their guests in violation of this paragraph is subject to termination of their daily pass or monthly subscription pursuant to paragraph 29.

24. Notices. Any notice required by any provision hereof shall be given in writing and either personally delivered or delivered by electronic mail to MATTER or Space User, as the case may be, at its respective Notice Address. Every such notice shall be deemed to have been given when delivered personally, or if electronically mailed to MATTER’s or Space User's electronic mail address on file, when received by the recipient. Either party may designate another address for notice by providing  notice to the other of its change of address pursuant to this provision.

25. HIPAA Waiver. HIPAA COMPLIANCE DISCLAIMER AND ACKNOWLEDGMENT: Space User hereby acknowledges that it has been informed by MATTER that the Space and the services provided pursuant to the Agreement are not compliant with the Gramm-Leach-Bliley Act (P.L. 106-102) (15 U.S.C. Section 6809) and implementing regulations thereof (“GLB”), Health Insurance Portability and Accountability Act of 1996 and its implementing regulations set forth at 45 C.F.R. Part 160 and Part 164, Subparts A and E , and 45 C.F.R. Part 160, Part 162 and Part 164, Subparts A and C (collectively, “HIPAA”) and the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 (“HITECH”). Notwithstanding the above, Space Users may at their own cost and expense and without interference to the other Space User's business, in MATTER’s sole but reasonable opinion, establish HIPAA and HITECH compliant procedures with respect to the operations of their business within the Space (collectively, the “Procedures”). Space User acknowledges that MATTER shall not be responsible for the enforcement of the Procedures or violation of the Procedures by any other space user or any other persons or occupants of the Space.

26. Survey. Space User agrees to complete various surveys upon request from MATTER from time to time. If Space User does not complete any of said surveys and return them to MATTER within indicated date needed for the respective survey, MATTER will have the right on written notice to Space User to either (i) terminate this Agreement, or (ii) suspend any and all of Space User's rights under this agreement until such time as the surveys are completed and returned to MATTER.

27. Visitor Policy. Visitors are required to check in on each visit using the established check-in method at the MATTER reception area. Any guest of Space User, unless attending a meeting with Space User and said visitor vacates MATTER after the meeting concludes, is required to purchase a separate Space Access pass for themselves. A Day Pass may be purchased in advance of the visit or on-site upon check-in. Failure of a guest and/or Space User to abide by these rules may result in the guest’s privileges and access to Space being immediately suspended.

28. Keycards. Space User is responsible for their Space access keycard once provided, as well as those temporary keycards provided for Space User's guest(s). A $20 fee will be assessed in the event a keycard is lost or not returned.

29. Legal Disclaimer. MATTER shall have no obligation to enforce the provisions set forth in this agreement and in no way shall be liable to Space User for any breach of these provisions by any other permitted space user or guest of the Space. MATTER maintains the right to terminate daily pass or monthly subscription if Space User or guest of Space User violates this agreement as well as amended versions.