geek agreement v1

8/8/2019 Geek Agreement v1

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Participation & Shareholders Agreement Page 1 o 27

TheGeekAgreementVersion 1.1

Geek ,

Geek ,

Geek ,

UG (HAFTUNGSBESCHRNKT),

andHackFwd Capital GmbH & Co. KG

(Name o ounder)

(Name)

(Name o ounder)

(Name o ounder)

All rights are owned by HackFwd Capital. Unauthorized use prohibited / Legal content by Taylor Wessing / Design by IDEO


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Inormative Section (Not part o the actual contract) Page 2 o 27

This document is or inormation purposes only

This version o the Geek Agreement is published or general inormation pur-poses only as a preview o the sign-up process. Because HackFwd isooking or the most inspiring start-ups throughout Europe, this Geek Agreementwill need to be tailored to accommodate or jurisdictional issues which are uniqueo each start-up.

Regardless, we advise all start-ups to seek legal and economic advice rom aqualied attorney and accountant prior to signing a contract with HackFwd.

Weve taken an international approach

HackFwd Capital is interested in investing in high potential sotware developersand their projects all over Europe. To care or all in the same manner and withespect to its lingua ranca role in the tech community, the English language was

chosen or all documentation.

Weve designed this contract or you

Our team has invested a signicant amount o eort in developinghis document with the goal o establishing transparency and trust throughhis Geek Agreement. We have written inormative call-outs which help makeome o the more advanced legal clauses less cryptic. Below is a description

o what the dierent types o call-outs signiy.

Geek Agreement call-out guides:

A ew points to know about

the Geek Agreement

Critical points!

Yellow indicatesa clause thathas criticalimplications.

Explanations

The green call-outsprovide a summaryo what a specicclause implies.

Legal processes

The dotted lineexplains itemsrelating to legalproceedures.


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Section Page Exhibits (Supplemental Documents)

Recitals 6

Part A: Participation Agreement

. Sale and Transer o Shares in the Start-Up 9

2. Contributions by HackFwd Capital 10 Exhibit 2.3 Envisaged Key Milestones

Exhibit 2.4 Criteria or Project Evaluation3. Contributions by the Founders 12 Exhibit 3.1 IP Rights Agreement

Exhibit 3.2.1 Employment Agreements

Exhibit 3.2.2 CEO Service Agreement

4. Corporate Governance and Management 13

5. Administration 13 Exhibit 5 Proessional Services Agreement

6. Representations 14

Part B: Shareholders Agreement

7. Subscription Rights 16

8. Disposal o Shares 16 Exhibit 8.3 Call Option Agreement

9. Right o First Reusal 17

0. Co-Sale Right 19

1. Drag-Along Right 20

2. Liquidation 20

3. Further Funding 20

4. Key Geek Departure 21

5. Non-Compete Obligation 22

6. Inormation Rights 23

7. Marital Property Regime 24

8. Term 24

9. Accession to this Geek Agreement 24

20. Other Arrangements 25

21. Final Provisions 26

Table o Contents

Geek Agreement


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, born , with address,

identiying him/hersel by presenting his/her ocial identicationdocument or passport acting on his/her own behal, hereinafter referred

to as Founder

, born , with address ,identiying him/hersel by presenting his/her ocial identicationdocument or passport acting on his/her own behal, hereinafter referred

to as Founder

, born , with address,

identiying him/hersel by presenting his/her ocial identicationdocument or passport acting on his/her own behal, hereinafter referred

to as Founder

Founder , Founder

and Founder , hereinater jointly reerredto as Founders

Lars Hinrichs, born 18 December 1976, with business addressBleichenbruecke 1-7, 20354 Hamburg, personally known to the actingnotary public, not acting on his own behal, but as managing director withindividual power o representation o HackFwd Capital Admin GmbH,Hamburg, registered with the commercial register at the local court oHamburg under HRB 110239, in turn not acting on its own behal but inits capacity as sole general partner o HackFwd Capital GmbH & Co KG,Hamburg, registered with the commercial register at the local court oHamburg under HRA 110694,

hereinafter referred to as HackFwd Capital

and

Edward Andrew Harding, born 10 January 1971, with business addressBleichenbruecke 1-7, 20354 Hamburg, personally known to theacting notary public, not acting on his own behal, but in his capacityas managing director with individual power o representation o

UG (hatungsbeschrnkt),Hamburg, registered with the commercial register at the local court o

Hamburg under HRB ,

Notarial Deed

Notarial Deed No. ______ or 2010

F1

F3

LH

EH

Negotiated in Hamburg, on .

Beore me, the undersigned notary public in the district o the Higher Court oHamburg Dr. Martin Mulert, with registered seat in 20354 Hamburg, Gaensemarkt 50,

hereinafter referred to as Start-Up

F2

there appeared today:

Whats A Notary Public?

German law says you need tohave this contract read outloud by a notary public andthen have all parties sign itin ront o him/her. A notarypulic is there to make sure youreally understand what you areagreeing to, but they are not al-lowed to give unilateral advice.This is in everyones interest.

Corporate details

To better handle and assist inthe start up o the project wehave chosen a German cor-porate orm as initial legal ormor all start-ups. The UG (being

an abbreviation or Unterneh-mergesellschat i.e. entrepre-neurial company) is a specialorm o a German limitedliability company only requiringa very small amount o regis-tered share capital. hatungs-beschrnkt means limited inliability. We believe this legalorm is the most suitable legalorm under German law or thepurposes o the start-up. AllGerman corporate entities areregistered with a special regis-ter. The registration number ismade up o HRB, indicatingthe company being a corpo-ration and the number beingthe consecutive number at thecompetent commercial register.


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Notarial Deed

ereinafter referred to as Start-Up

he Founders and HackFwd Capital hereinafter jointlyeferred to as the Shareholders

nd each of the Shareholders individually the Shareholder

he Shareholders and the Company hereinafter jointly

eferred to as the Parties

nd each of the Parties individually the Party.

he persons appearing requested this notarial deed to be recorded in theEnglish language. Following respective instructions by the undersigned nota-y public they conrmed to be in sucient command o the English languagend the undersigned notary public, being himsel in sucient command ohe English language, veried the persons appearing as being in sucientommand o the English language. Following respective urther instruction,he persons appearing urthermore waived their right to request a translation this deed or to have a translator present.


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Recitals

1

2

3

4

5

HackFwd Capital wishes to invest in high potential sotware developersand their projects all over Europe and maintains an extensive networko proessionals and other interested parties in the area o sotwaredevelopment. The members o this network will reer high potentialsotware developers to HackFwd and act as entry point to HackFwd(Reerrer). Also the Founders have been reerred by a Reerrer.

The Start-Up is an entrepreneurial company with limited liability underGerman law duly organized and existing under the laws o the FederalRepublic o Germany. The Start-Up was ounded by HackFwd Capital andwas initially registered with the commercial register at the local court o

Hamburg under HRB on . Theregistered share capital o the Start-Up in the aggregate amount o EUR 100is divided into 100 shares in the nominal amount o EUR 1 (Shares) each.The Shares in the Start-Up are currently held by HackFwd Capital, holding97 Shares (numbered 1 through 97), and the Start-Up itsel, holding 3 Shares(numbered 98 through 100). The Start-Up does not own any real estate.

The Founders intend to acquire 70 Shares (numbered 1 through 70) and,subsequently, the Founders and HackFwd Capital intend to nance anddevelop the Start-Up. Following the acquisition o Shares by the Founders,the Shares shall be allocated as ollows:

The Start-Up shall be engaged in(Project). The Parties acknowledge that the ultimate aim o the Project isto get a product to the market (Beta) as ast as possible. To advance theProject and achieve Beta as soon as possible, the Founders shall contributeall their eort in the development o the Project and shall transer any andall know-how and sotware programming already carried out in connectionwith the Project to the Start-Up.

The 3 Shares (numbered 98 through 100) held by the Start-Up (Reserved

Shares) shall be reserved or the participation o third parties who havesupported the Founders in the development o the Project (Supporter).The decisions on Supporters to be awarded by the Founders may betaken at the Founders discretion, whereas any one Supporter may only begranted 1 Reserved Share.

HackFwd Capital

Start-Up

Aggregate

1

71 97

98 100

EUR

EUR

EUR

EUR 27

EUR 3

EUR 100

%

%

%

27 %

3 %

100 %

Shareholder Consecutive number

of shares

Aggregate nominal

amount of the

shares held by each

shareholder

Participation in the

registered share capital

The persons appearing requested the

notarization o the ollowing:

Say thank you!

It is important to thankadvisors, service providersor other members o thecommunity who have been

particularly insightul andsupportive. We have reserved3% o the equity in orm o3 reserved shares so you cando this.

Structural background

A legal agreement isgenerally structured in twoparts. The rst is called theRecitals and the second theAgreement The reciltalssimply outline the actualand commercial background,ramework and objectiveset out under the actualagreement. They serve toenhance understanding andinterpretation in cases o any

possible dispute on the exactmeaning o a legal stipulation.


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Recitals (Continued)

6

7

HackFwd Capital intends to provide to the Start-Up unds in the aggregate

amount o EUR as additional payments into the Start-Ups

capital reserves within the meaning o 272 para. 2 no. 4 o the GermanCommercial Code (HGB) (Additional Payments).

HackFwd GmbH & Co. KG, Hamburg, (HackFwd) intends to coordinate theassistance to the Start-Up in connection with its administration on the basiso a separate service agreement to be concluded between the Start-Up andHackFwd (Proessional Services Agreement). Further, HackFwd will, at itsdiscretion, regularly host events and provide other means or the integrationo the Start-Up and the Founders into a network o top Europeandevelopers and other experts to build pioneering technology products andcompanies, including expertise in the development and marketing o theProject and products developed thereunder.

Now, thereore,

the Parties agreeas ollows:

We handle the

headaches

We want you to ocus on yourproduct, not administrativeheadaches. While youremaking your productamazing, HackFwd willassist you in managing your

administration, including:accounting, bookkeeping,support in the preparationo annual accounts, payrollservices, capex control andother corporate housekeepingmatters. Ater the year is over,you will still be eligible toparticipate in the knowledgepool maintained by HackFwd,i you like.


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Participation Agreement Page 8 o 27

ParticipationAgreement

Part A


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1

1 HackFwd Capital herewith sells and transers to the Founders 70 Shares(numbered 1 through 70) against payment o their respective nominal valueas ollows:

(a) To Founder Shares with the

consecutive numbers 1 through .

(b) To Founder Shares with the

consecutive numbers through .

(c) To Founder Shares with the

consecutive numbers through .

Each Founder herewith accepts the aorementioned sale and transer o therespective Shares.

2 The purchase price in the nominal value o the respective Sharesshall be paid to HackFwd Capital immediately ollowing notarizationo this Geek Agreement.

3 HackFwd Capital herewith represents and warrants to the Founders by wayo an independent guarantee pursuant to 311 para. 1 o the German CivilCode (BGB), that

(a) the Shares are ully paid in and are not repaid. The Shares are non-assessable.

(b) HackFwd Capital is the legal and benecial owner o the Shares soldand transerred under Section 1.1 above.

(c) The Start-Up does not hold a participation in another company or(limited) partnership.

(d) The Shares are ree and clear o any liens, encumbrances or otherrights o third parties and with the exception o the Start-Ups current

articles o association and this Geek Agreement there are nopre-emptive rights, rights o rst reusal, options, voting arrangements,shareholder agreements or other rights o third parties to acquirethe Shares.

(e) No dividends or distributions have been declared, made orpaid by the Start-Up.

4 HackFwd and the Start-Up, currently being the sole shareholders o theStart-Up, herewith waive all requirements regarding orm and noticeperiod or convening and executing a shareholders meeting as required bystatutory law or the articles o association and hereby hold an extraordinaryshareholders meeting. HackFwd, being the only shareholder entitled to

vote, resolves as ollows: The share transers as contemplated under thisSection 1 are herewith approved according to section 7 o the articles oassociation o the Start-Up. No urther resolutions were taken and theshareholders meeting closed.

Sale and Transer o Shares in the Start-Up

How to divide

the shares among

your team

The start-up will have beenincorporated by HackFwdCapital as a shell company.A shell company is legallyestablished but otherwiseempty. Using a shellcompany reduces the timeand administrative hassle(when compared to settingup a company as and whenrequired). Your start-up, likeall HackFwd start-ups, will beconsidered a limited liabilitycompany (Corporation)under German law. Because othe limited liability structure,your personal liability or thecompany will be limited tothe greatest possible extentrom the rst day o business.As your company will have

been set up ready or you bythe HackFwd team, all youneed to decide now is howto share out the 70 sharesallocated to the ounder team.Whether this is an equal splitor based on your individualcontributions, do bear in mindthat your allocations shouldreect the contribution youintend to give in the uture aswell as those already made inreaching this point.

Visit our website to explorepotential dilution scenarios.
http://hackfwd.com/dilutionhttp://hackfwd.com/dilutionhttp://hackfwd.com/dilutionhttp://hackfwd.com/dilution


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5 The acting notary public shall be obliged to immediately le a revisedcurrent list o shareholders with the commercial register o the Start-Up andto provide each Party with a copy o this list o shareholders.

6 The notary public instructs the Parties that it is up to the Parties to considerthe tax aspects and tax consequences o the present deed; the notarypublic has not advised the Parties with regard to such tax aspects and taxconsequences.

Sale and Transer o Shares in the Start-Up (Cont)

2

2.1 HackFwd Capital undertakes towards the Founders to eect the Additional

Payments in the aggregate amount o EUR into the Start-Upscapital reserves within the meaning o 272 para. 2 no. 4 HGB. The sumo the registered share capital allocated to the 27 Shares held by HackFwdCapital (HackFwd Capital Shares) (i.e. EUR 27) and the Additional

Payments (i.e. EUR ) constitute and are hereinater jointlyreerred to as the Project Funding.

2.2 The Additional Payments shall be due and payable in our (4) tranchesas ollows:

(a) A rst tranche o the Additional Payments in the amount o EUR

in cash shall be due or payment in ull by wire transer,ree o charge, to the ollowing bank account o the Start-Up within 5Bank Working Days ollowing receipt by HackFwd Capital o a copy othe notication o submission o the updated shareholders list to theStart-Ups commercial register by the acting notary public:

Bank: ,

Account Holder: ,

Account no.: ,

Sort code: ,

IBAN: ,

BIC/SWIFT:

(Start-Ups Bank Account).

(b) A second tranche o the Additional Payments in the amount o EUR

in cash shall be due or payment in ull by wire transer,ree o charge, to the Start-Ups Bank Account on the last calendar dayo the 4th calendar month ollowing the date o this Geek Agreement.

(c) A third tranche o the Additional Payments in the amount o EUR

in cash shall be due or payment in ull by wire transer,ree o charge, to the Start-Ups Bank Account on the last calendar dayo the 8th calendar month ollowing the date o this Geek Agreement.

(d) The nal tranche o the Additional Payments in the amount o EUR

in cash shall be due or payment in ull by wire transer,ree o charge, to the Start-Ups Bank Account on the last calendar day

o the calendar month ollowing the date othis Geek Agreement.

Contributions by HackFwd Capital

The rules or selling

your shares

Under German statutory law,the notary public is obliged toinstruct you on the potentialconsequences involved in a

share sale. As the start-upwas only ounded shortlyprior to the sale o the sharesand has neither engagedin any business actions norany corporate transactions(except or the acquisition othe reserved shares by thestart-up) the consequencesare rather limited.


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2

2.3 The Project Funding shall be used to und the Project as set out undersection 4 o the Recitals above, including, in particular, working capitalrequirements and other nancing requirements or the development o theProject. An outline o the envisaged key milestones or the development othe Project is set out in Exhibit 2.3.

2.4 In case circumstances arise under which the continuation o the Projectsrequires urther unding prior to the due date on any tranche, HackFwdCapital will benevolently consider an acceleration o the payment o therespective next tranche or any other remaining amount o the ProjectFunding. I, on the other hand, circumstances arise which reasonably implythe ailure o the Project HackFwd Capital shall be entitled to terminateits Project Funding. The main criteria or deeming the Project to haveailed are set out in Exhibit 2.4. In case the Founders and HackFwd Capitaldo not agree on the ailure o the Project, this shall be determined by anindependent external advisor. I the Founders and HackFwd Capital cannot agree on such independent external advisor until 5 Bank Working Daysollowing the due date o the relevant next tranche o Additional Payments,HackFwd Capital shall be entitled to appoint such independent externaladvisor. As regards the allocation o costs or such advisor, Section 9.2 shallapply accordingly.

Contributions by HackFwd Capital (Continued)

Supplemental document

Ex 2.3 Envisaged Key Milestones


Ex 2.4 Criteria or Project Evaluation

We pay out stage

by stage

The project unding issplit into our payments(called tranches in the GeekAgreement) to supportyour project on an ongoingbasis. The allocation o ourpayments reects the variousstages we envisage or yourproject (Quick Start, EarlyBeta, Renement and Scaleand Growth). We believethat this allocation takesinto account both your andHackFwd Capitals interests inthe best way. However, therewill be exibility i the projectdevelops dierently thanenvisaged which will workboth ways: The unding maybe increased but it may alsobe terminated i the project isdeemed to have ailed.


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3

3.1 The Founders shall

(a) transer to the Start-Up without any limitations or restrictions withrespect to duration, territory or content ree o charge and withoutdelay, their entire intellectual property rights (with the exceptiono copyrights) and know how pertaining to and/or arising rom thedevelopment o the Project or its distribution. The Founders obligationto transer intellectual property rights and know how to the Start-Upshall apply to past, current and uture intellectual property rights andknow how o the Founders.

(b) grant to the Start-Up and without any limitations or restrictions withrespect to duration, territory or content, ree o charge any rights touse and/or exploit their works that are subject to copyright protection(in particular, but not limited to sotware) and pertain to and/or ariserom the development o the Project or its distribution. The Foundersobligation to grant these usage and exploitation rights to the Start-Up shall apply to past, current and uture works. The Founders shall,however, only grant usage and/or exploitation rights with respect toopen source sotware or similar public sotware to the extent allowedunder the applicable sotware license.

Thus, the Founders and the Start-Up shall, immediately ollowing the dateo this Geek Agreement, enter into an agreement on such rights with the

Start-Up attached hereto as Exhibit 3.1 (IP Rights Agreement).

3.2 The Founders shall contribute all their skills and eorts to the Project.

Founder and Founderundertake to enter into employment agreements with the Start-Up in theorm attached as Exhibit 3.2.1 (Employment Agreements) immediatelyollowing the date o this Geek Agreement. The Shareholders shall instructthe management o the Start-Up to enter into the Employment Agreements

on behal o the Start-Up respectively. Founderundertakes to enter into a service agreement with the Start-Up in the ormattached as Exhibit 3.2.2 (CEO Service Agreement).

Contributions by the Geeks (Founders)We believe in you!

We really believe in thepotential o your idea,which is why were makinga signicant nancialinvestment. In return, weexpect you to dedicatesignicant ocus, time andeort to the venture as well.

The start-up will

own exclusive rights

to your code

Exclusive license agreementsare the simplest way to movethe intellectual property insotware rom the creator tothe start-up, this is becausethere is no property in thetraditional sense in sotwarethat could be directlytranserred. This license willonly be or the stu that

the creator can actuallylicense. Limitations will, inparticular, apply to opensource sotware that is used.Any open source sotwarewill need to be listed as anexclusion to the agreementso please inorm us o theaspects that you dont haveull ownership o such aslibraries, rameworks, etc.


Ex 3.1 IP Rights Agreement


Ex 3.2.1 Employment Agreement


Ex 3.2.2 CEO Service Agreement


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4

5

4.1 The Shareholders undertake to convene an extraordinary shareholdersmeeting immediately ollowing the date hereo (Start-Up eoSM) andresolve upon the ollowing changes to the articles o association o theStart-Up (Start-Ups Articles o Association):

(a) Change o the Start-Ups name

to: .

(b) Change o the Start-Ups business

objective to: .

4.2 Further, the Shareholders undertake to resolve in the Start-Up eoSM upon

(a) the removal o Ed Harding as current managing directoro the Start-Up,

(b) the appointment o Founder asnew managing director o the Start-Up (CEO)

and

(c) the approval or the Start-Up to enter into the CEO Service Agreement

with Founder .

Administrative services, including, in particular, payroll services, assistance inaccounting, controlling and other services, shall be coordinated by HackFwdunder a Proessional Services Agreement attached hereto as Exhibit 5 tobe entered into between the Start-Up and HackFwd. The Parties expresslyacknowledge that HackFwd shall under no circumstances be required to renderany services which would be subject to any proessional standards regulations.The Shareholders undertake to procure that the Start-Up shall enter into suchProessional Services Agreement immediately ollowing the date

o this Geek Agreement.

Corporate Governance and Management

Administration

Maintaining good

team dynamics

The HackFwd processrequires that the start-upsgrow their product andbusiness quickly. Workingquickly can sometimes resultin situations in which mutualagreement among teammembers is not possible.In such situations theshareholders can rely uponthe mechanisms in the start-ups articles o association.

There must be

a CEO

Any company needs someoneto exercise administrative

authority over that companyand ormally represent itto third parties. We believeit is most efcient i onlyone ounder is appointedCEO. The CEO is boundto the instructions o theshareholders meeting.That said, even i the otherounders are not ormallyinvolved in the managemento the start-up, they may stilltake part in it as shareholderso the start-up.


Ex 5 Proessional Services Agreement


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6

The Founders hereby represent and warrant to HackFwd Capital as joint andeverally liable debtors by way o an independent guarantee pursuant to 311

para. 1 BGB that the ollowing statements (Guarantees) are complete andcorrect as o the date o this Geek Agreement. Where Guarantees are given tobest knowledge, such knowledge shall include all acts and circumstances which

any Founder actually knows or would have known had he/she applied and actedn accordance with the diligence o a prudent businessperson.

6.1 Corporate Matters

With the exception o the Start-Ups Articles o Association and this GeekAgreement there exist no rights o rst reusal, options or similar rights

in avor o third parties with respect to the shares in the registered sharecapital o the Start-Up which is binding upon the Founders. Further, thereexist no rights or prot participation in the Start-Up.

6.2 Intellectual Property Rights

(a) The IP Rights Agreement comprises all technical and commercialknow-how, intellectual property rights (in particular, but not limited to,patents, utility models and designs, trade and service marks, includinglogos, and domain names) as well as all works eligible o beingprotected by copyrights (in particular sotware) (jointly IP Rights)which are required or the development o the Project.

(b) The IP Rights are not subject to any claims o third parties or pendingrescission, cancellation, revocation or correction proceedings whichmay have a negative impact on the business operations o the Start-Up,and, to the best knowledge o the Founders, are not being inringedby third parties nor do they inringe any intellectual property rights othird parties.

6.3 Management

There are no actual or legal reasons preventing Founder

to act as CEO o the Start-Up.

6.4 General Inormation

The Founders have not withheld any acts which would have been materialor the decision by HackFwd Capital to enter into this Geek Agreementand which could lead to a nancial damage o the Start-Up. All documentssubmitted in preparation o the investment decision and this GeekAgreement are correct, complete and not misleading.

Representations

Lets maintain trust

Our relationship is based onmutual trust. Please let usknow any inormation youthink might be relevant toyour ability to grow yourproduct and business. Anyinormation or statements youoer will relate to the basiso the project as o today andare only given as o the day o

this Geek Agreement. Theydo not reer to the uturedevelopment o the start-up and/or the project. Inparticular, they do not includeany perormance guarantees.


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Shareholders Agreement Page 15 o 27

ShareholdersAgreement

Part B


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7

8

The Parties agree that, i not explicitly otherwise set out in this Geek Agreement,n relation to its respective shareholding in the Start-Ups registered share capital,each Shareholder shall always have the right to subscribe to such portion onew shares in the Start-Up issued in connection with uture capital increases inorder to enable such Shareholder to maintain at least its respective ownershippercentage in the Start-Up as at the time o such uture capital increase.

8.1 Under the Start-Ups Articles o Association, any disposal o shares in theStart-Up requires the Start-Ups consent ollowing a shareholders resolutiontaken with the simple majority o the votes cast.

8.2 All Shareholders shall be obliged to consent to the transer o shares in theregistered share capital o the Start-Up in case o the transer o shares

(a) by HackFwd Capital (i) to any entity managed or exclusively advised byHackFwd Capital Admin GmbH, and/or (ii) to its investors as part o acontribution in kind or

(b) by any shareholder i the respective transer o the shares in the Start-Up is eected in accordance with this Geek Agreement, in particular,

Section 9 (Right o First Reusal), Section 10 (Co-Sale Right), Section 11(Drag-Along Right), Section 12 (Liquidation) and/or Section 14(Key Geek Departure) and, in each case, Section 19 (Accession to thisGeek Agreement).

8.3 Further, all Shareholders shall be obliged to consent to the transer o anyone Reserved Share to a Supporter i such transer is eected upon and inaccordance with a call option agreement essentially in the orm as attachedhereto as Exhibit 8.3 which was concluded within the rst 10 monthsollowing the date o this Geek Agreement to reward such Supporter orservices in avor o the Start-Up.

Subscription Rights

Disposal o Shares You own yourcompany

While we believe in yourproduct idea, ultimately we

are investing in you as anindividual or team. Thus itis in everyones interest thatyou (and your co-ounders)maintain control o the sharesin the start-up. Thereore, anyshare transers will require theconsent o the shareholders.In certain cases, however, itis sensible to provide or anobligation o the shareholdersto vote in avor o a transer.These cases are providedor under section 8 othis Geek Agreement.


Ex 8.3 Call Option Agreement


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9

9.1 In the event that a Shareholder (Seller) should intend to sell and transerparts or all o its shares in the Start-Up (Sellers Shares) to a third party(Acquirer), each Shareholder shall be entitled to acquire the SellersShares pro-rata in relation to their respective percentage shareholding inthe Start-Ups registered nominal share capital according to the ollowingprovisions (Right o First Reusal):

(a) The Seller shall immediately notiy all Shareholders as well as themanagement o the Start-Up in writing (by snail mail or email) (SaleNotice) stating:

(i) name/rm name and registered seat, respectively, addresso the Seller,

(ii) name/rm name and registered seat, respectively, addresso the Acquirer,

(iii) purchase price or other kind o consideration or the Sellers Shares,

(iv) date on which the purchase price or other kind o considerationalls due,

(v) number and nominal value o the Sellers Shares to be sold andtranserred, and

(vi) i applicable, representations and warranties to be grantedby the Seller.

(b) Each Shareholder may only exercise its respective Right o First Reusalully and within 1 month upon receipt o the Sale Notice (ExercisePeriod) and by way o written declaration (by snail mail or email)addressed to the management o the Start-Up.

(c) Upon expiry o the Exercise Period, the management o the Start-Upshall immediately notiy the Seller and the Shareholders o the resulto the exercise o the Right o First Reusal as well as the (current)

allocation o Sellers Shares between the Shareholders willing to acquireSellers Shares in writing (by snail mail or email) (Exercise Notice). TheShareholders shall instruct the management o the Start-Up to eectthe relevant notications set out above.

(d) In the event and to the extent that Shareholders should not haveexercised their respective Right o First Reusal within the ExercisePeriod pursuant to Section 9.1(b), the Shareholders having exercisedtheir Right o First Reusal shall be entitled to purchase and acquirethe remaining Sellers Shares on which the Right o First Reusal hasnot been exercised, pro-rata in relation to their respective ownershippercentage in the registered share capital o the Start-Up among eachother (without consideration o the shares held by the Shareholdersnot having exercised their respective Right o First Reusal) (ExtendedRight o First Reusal). The Extended Right o First Reusal may onlybe exercised in ull and within 2 weeks ollowing the receipt o theExercise Notice by the Shareholders (Extended Exercise Period) inwriting (by snail mail or email) addressed to the management o theStart-Up. Section 9.1(c) shall apply accordingly.

Right o First Reusal I a shareholder

wants to sell, youget to buy rst

(or not)

No shareholder will be orcedto remain shareholder othe start-up i he/she nolonger wants to. Shouldthis circumstance arise, thisshareholder can sell his/hershares but must oer themrst to existing shareholders.This is called the Right oFirst Reusal. However, i all

parties are in agreement, theycan also decide on any otherselling allocation or approach.


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(e) In the event that all Rights o First Reusal pursuant to Sections 9.1(a)through 9.1(d) should have been exercised in due time and orm, theSeller and those Shareholders willing to acquire the Sellers Shares shallbe obliged to immediately enter into a notarial share sale and transeragreement on the Sellers Shares according to the allocation statedin the Exercise Notices and or the purchase price and subject to theterms and conditions set orth in the Sale Notice as ar as these termsand conditions (in particular, representations and warranties, limitationo liability and time) comply with common contractual standards.The Parties shall mutually agree on the distribution o non-dividableportions o the Sellers Shares.

() In the event and to the extent that the Rights o First Reusal pursuantto Sections 9.1(a) through 9.1(d) should not have been exercised in duetime and orm or not ully, the Seller shall be entitled to sell and transerall Sellers Shares and, in the event o a Co-Sale Right being exercisedpursuant to Section 10.1, all Co-Sellers Shares in accordance withSection 10 to the Acquirer within 2 months upon expiry o the ExercisePeriods and subject to the terms and conditions stated in theSale Notice.

9.2 The Right o First Reusal shall apply accordingly in case o barter ordonation o the Sellers Shares. In the event o barter, the air market valueo the bartering object, or, in the event o a donation, the air market valueo the Sellers Shares shall equal the purchase price. The Seller shall beobliged to notiy the Shareholders o the air market value. In the event thatthe Shareholders and the Seller should ail to agree on a air market valueo the bartering object or the Sellers Shares to be donated, an independentaccounting rm which shall unanimously be appointed as arbitration expert(Schiedsgutachter) (Expert) and not as arbitrator (Schiedsrichter) bythe Shareholders and with the approval o HackFwd Capital, shall decide( 317 BGB). The Experts opinion on the market value o the barteringobject or, respectively, the Sellers Shares shall be nal and binding upon allShareholders (Binding Market Value). In the event that the Shareholdersshould not be able to agree on an accounting rm, the chairman o theInstitute o German Chartered Accountants, Duesseldor, [http://www.idw.de] shall appoint the Expert upon request o a Shareholder. The Expert willdecide on the allocation o costs incurred or the valuation, including thosecosts having been paid in advance by a Shareholder, according to 91 etseq. o the German Civil Procedure Code. In such case, the relevant ExercisePeriod will end 2 weeks ollowing the receipt o the Experts notice on theBinding Market Value by the Shareholders.

Right o First Reusal (Continued)

Balanced

Compensation

When selling shares in anon-listed company, a airpurchase price needs to beestablished. By denition,the air market value shouldrepresent an amount that aninterested but not desperatebuyer would be willing to payand an interested but notdesperate seller would bewilling to accept on theopen market.


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10 Co-Sale Right

0.1 In the event that a Seller should intend to sell and transer his/her SellersShares, any Shareholder upon receipt o the Sale Notice and by waivinghis/her respective Right o First Reusal (Co-Seller) shall be entitledto demand that the Seller shall sell and transer all or parts o the sharesheld by the Co-Seller (Co-Sellers Shares) subject to the terms andconditions stated in the Sale Notice (Co-Sale Right). The Co-Sale Rightshall be exercised within 2 weeks upon the Co-Sellers receiving the SaleNotice by way o a written notice (by snail mail or email) addressed to themanagement o the Start-Up. The management o the Start-Up shall notiythe Seller thereo in writing (by snail mail or email) immediately.

0.2 Regarding the Co-Sellers Shares Sections 9.1 and 9.2 shall

apply accordingly.

0.3 In the event and to the extent that Rights o First Reusal have not beenexercised in due time and orm and or all Sellers Shares and Co-SellersShares, the Seller is obliged to immediately, upon receipt o the relevantExercise Notices and prior to the sale and transer o the Sellers Sharesinorm the respective Co-Sellers whether the Acquirer is prepared toacquire all Co-Sellers Shares (Co-Sale Notice). I the Acquirer is notprepared to purchase and acquire all Co-Sellers Shares as well as all SellersShares oered to him by the Seller, the Seller shall be obliged to sell andtranser such portions o the oered Co-Sellers Shares as well as theSellers Shares pro-rata in relation to their respective percentage ownershipin the registered share capital o the Start-Up among each other pursuantto the ollowing Section 10.4.

0.4 In case the Acquirer is not prepared to purchase and acquire all Co-SellersShares, the respective Co-Seller shall declare towards the Seller within 2weeks upon receipt o the Co-Sale Notice whether the respectiveCo-Seller wishes to sell and transer the respective portion o his/herCo-Sellers Shares pursuant to Section 10.3 above or to waive his/herCo-Sale Right. In case the respective Co-Seller demands the sale andtranser o the respective portion o his/her Co-Sellers Shares, the Selleris obliged to immediately enter into a notarial share sale and transeragreement involving the respective Co-Seller(s). The respective Co-Seller(s)shall be obliged to accede to the respective sale and transer agreement.

I one shareholder

wants to sell, the

others can, too

I one shareholder decideshe/she wants to sell his/hershares, any o the remainingshareholders can also dothe same. This is called theCo-Sale Right. But just likethe Right o First Reusal,any shares being sold mustrst be oered to remainingshareholders.

Proportionate

Allocation

In case that severalshareholders wish to sellshares (under sections 9 and10 o this Geek Agreement)but the potential acquirerdoes not wish to buy themall, the shares to be soldwill be allocated among theshareholders proportionately.I.e. i a shareholder holds 20shares o 60 shares oeredor sale (1/3), but the acquireronly wishes to acquire 30shares, such shareholder will,on the basis o this section10.3, be entitled to sell 10shares to the acquirer (1/3).


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12

n the event o an equitable oer by a third party to acquire all shares in the Start-Up which meets general market standards, upon approval by the shareholdersmeeting resolved upon with a qualied majority o 75% o the overall votes in theStart-Up (Drag-Along Decision) all other Shareholders shall be obliged to selland transer their shares in the Start-Up to the Acquirer on the same terms andconditions as agreed upon by the Shareholders under the Drag-Along Decision.

2.1 Formal liquidation o the Start-Up shall be resolved upon by the

shareholders meeting o the Start-Up with a majority o at least 75% othe votes cast. I, at any time ater the lapse o 12 months ollowing thedate o this Geek Agreement (Start-Up Period), such resolution on theormal liquidation o the Start-Up is taken and HackFwd Capital objects tothe ormal liquidation o the Start-Up against the votes o the Founders,HackFwd Capital herewith oers to the Founders to sell and transer to theFounders all o the shares held by HackFwd Capital in the registered sharecapital o the Start-Up (Liquidation Call Option Shares) to the Founderspro rata in relation to their participation in the registered share capital othe Start-Up among themselves (Liquidation Call Option). The purchaseprice or the Liquidation Call Option Shares shall equal the air marketvalue o the shares, however, at least the book value. The LiquidationCall Option may only be exercised by any Founder in ull and by notarialrequest stating acceptance o the oer made by HackFwd Capital andaddressed to HackFwd Capital within 10 Bank Working Days ollowing theshareholders meeting resolving upon the liquidation, whereas the Foundersmay mutually agree on a dierent allocation o Liquidation Call OptionShares i in such case all Call Option Shares are acquired by the Founders.I not all Liquidation Call Option Shares are acquired by the Founders underthe Liquidation Call Option, HackFwd Capital shall be entitled to reely selland transer the remaining Liquidation Call Option Shares to a third party. Insuch case, all Shareholders shall be obliged to consent to the share transerunder section 7.1 o the Start-Ups Articles o Association.

2.2 In deviation rom typical investor nancing, there shall be no liquidationpreerence in avor o HackFwd Capital or any other Party.

Drag-Along Right

13

3.1 In case that the Start-Up should require urther unding ollowing orwithin the Start-Up Period, the Start-Up may apply or a urther loan to begranted by HackFwd Capital upon which HackFwd Capital shall decide inits sole discretion.

3.2 Alternatively, urther unds may be obtained rom third parties. Furtherunding by third parties prior to the lapse o the Start-up Period shall in anycase require the express consent by HackFwd Capital.

Further Funding

Liquidation

I there is a buy outI a third party wants to

buy all shares o yourstart-up, at least 75% o theshareholders must agreein order to do so. This iscalled the drag-alongright. This is the only casewhere a shareholdermay be orced to exit thestart-up under thisGeek Agreement.

Future unding

We want your project tosucceed. I our intendedunding is not sufcient orthe successul developmento the project, we are happyto discuss additional and/oralternative unding so youcan keep going.

Even in the worst

case scenario, you

are rewarded

Most VCs will always putin a liquidation preerence,meaning they will rst getmoney out o the companyprior to the ounders. Wedont believe in this kind oclause or seed nancing.


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4.1 In case all service, employment or consultancy agreements concludedbetween a Founder and the Start-Up (jointly Service Agreement) shouldterminate or whatever reason and the respective Founder should thusnot act (i) ull-time or (ii) as consultant or the Start-Up anymore (jointlyDeparture), such Founder (Departing Shareholder) hereby irrevocablyoers to all other Shareholders to sell and transer all o its shares in theStart-Up (Departure Shares), upon written request by HackFwd Capitalto one or several remaining Shareholders, to one or more third partiesor to the Start-Up according to the ollowing provisions (Departure CallOption):

(a) The Departure Call Option may only be exercised in notarial orm

addressed to the Departing Shareholder within 6 weeks ollowing thedate o Departure.

(b) The purchase price or the Departure Shares (Call Option Price) shallbe as ollows:

(i) In the ollowing events the Call Option Price shall equal the airmarket value o the Departure Shares:

theServiceAgreementisterminatedbytheDeparting

Shareholder or cause, whereas such cause originates rom anaction by the Company;

theServiceAgreementisterminatedbyamutualagreement

between the Company and the Departing Shareholder;

theServiceAgreementendsduetothelapseofthexedtermas

contractually arranged or under the Service Agreement; or

theDepartingShareholderdiesorispermanentlyunabletowork

within the meaning o social security laws or a period lastingmore than 6 months

(each a Good Leaver Event).

(ii) In the ollowing events the Call Option Price shall generally equalthe nominal value o the Departure Shares, limited, however, to theair market value in case the nominal value is lower than the airmarket value:

theServiceAgreementisterminatedbytheStart-Upforcause,

whereas such cause originates rom an action by the DepartingShareholder or

theServiceAgreementisterminatedonthebasisofsuchcause

by the Departing Shareholder

(each a Bad Leaver Event).

Key Geek Departure What about disputes?

Unortunately, even the bestpartnerships can be disturbedby diering opinions. Insome cases they may evenbreak-up. We believe inproviding a clear mechanismto handle disputes in suchcases. When there remainsno common basis or urthercooperation, the respectiveperson shall leave the start-up. Experience has taughtus that we dont want tound a business or 51 weeks,

have the Founder move ontoanother project and we donthave an option to continuegrowing the start-up.


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15

5.1 HackFwd Capital provides the Project Funding in reliance upon thededication o the Founders. For the duration o their participation in theregistered share capital o the Start-Up, the Founders are subject to anon-compete obligation in the eld o activity o the Start-Up within the

territory o (Non-Compete Territory). Theymay not conduct any activities or enter into any legal relationships in theNon-Compete Territory, neither or their own nor or third partys account,which compete with the business activities o the Start-Up and/or itssubsidiaries or promote such competition (Competitive Activities). This

non-competition clause also applies or the participation (be it or their ownor or third partys account) in companies which compete in any way withthe Start-Up and/or its subsidiaries. The above restrictions on competitiondo not apply with respect to participations in listed stock corporations o upto 5% o the registered stock capital.

5.2 Each Founder may be exempt rom the non-compete obligation set out inthis Section 15. The nature and scope o the exemption will be decided onby the Shareholders, under exclusion o the Founder concerned, with theapproval o HackFwd Capital.

5.3 In the event that a Founder, despite prior written notice, breaches the non-compete obligation set out in this Section 15, the Founder acting in breacho the non-compete obligation as set out under this Section 15 shall, at theother Shareholders discretion with a simple majority o votes cast and withthe approval o HackFwd Capital, be obliged to either

(a) assign to the other Shareholders all shares in the Start-Up held by him/her i required, ollowing a division o the shares held by him on apro rata basis in relation to the percentage o the other Shareholdersin the share capital o the Start-Up at the pro rata book value (notincluding any payments into the capital reserves by HackFwd Capital),assist in the required corporate measures and deliver all statements anddeclarations required in this respect, or

(b) pay to the Start-Up a contractual penalty in the amount o EUR50,000; in the case o continuous breach, the contractual penaltywill all due consecutively or each month commenced under acontinuous breach.

Key Geek Departure (continued)

Non-Compete Obligation

4.2 The air market value o the Departure Shares shall be determined, inaccordance with the principles on business evaluation as proposed by theInstitute o German Chartered Accountants, by an auditor to be appointedby the Start-Up, unless HackFwd Capital waives such requirement ora valuation by an auditor. In case o any dispute on the valuation o theDeparture Shares Section 9.2 shall apply accordingly.

4.3 The sale and transer obligations by the Departing Shareholder as set outunder this Section 14 shall explicitly remain valid also ollowing death o therespective Departing Shareholder. These obligations shall be imposed onany potential successor o the Departing Shareholder.

This project is

the priority

We expect you to ocuson the project and notengage in anything thatcould signicantly distractyou. Your passion and ocusis the main reason whyyou were selected. I thatchanges, we believe that anexit rom the start-up is themost likely consequence,plus a monetary penalty. Wereally just want to avoid thishappening at all costs.

#1


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6.1 As o the second business year o the Start-Up ollowing the date o thisGeek Agreement, the Start-Up shall provide to HackFwd Capital an annualbudget within 30 calendar days prior to the beginning o each businessyear as well as a monthly reporting package comprising nancial, economicand other business data on the Start-Up as reasonably required and inthe orm as requested by HackFwd Capital rom time to time, including,in particular but not exclusively, unaudited nancial statements, cash fowprojections and progress reports, within 30 calendar days ollowing theclose o each month. The Proessional Services Agreement will provide or

respective support o the Start-Up by HackFwd as regards the preparationo the reporting documentation.

6.2 The Start-Up shall inorm HackFwd Capital on any and all subsequentamendments to the annual budget immediately in writing. It shall urtherimmediately inorm HackFwd Capital in writing on any and all measureswhich exceed the usual scope o business o the Start-Up as well as anyintended corporate measures, in particular, intended restructuring ortransormation measures as well as the conclusion o corporate agreementsand an intended initial public oering. Further, the Start-Up shall inormHackFwd Capital without undue delay in writing on any other situationsimplying a material eect (positive or negative) on the economic situationo the Start-Up.

6.3 HackFwd Capital is entitled to inspect any and all documents o the Start-Up at any time and to involve third parties in exercising its inspection rights.

6.4 As long as the Start-Up is not a Party to this Geek Agreement, the Partiesshall procure that the Start-Up will always comply with the provisions o thisSection 16.

Inormation Rights

15

5.4 I and to the extent that a Founder is a managing director or employee othe Start-Up, the Parties undertake, upon request by HackFwd Capital,to amend the service or employment agreement concluded between therelevant Founder and the Start-Up by a post-contractual non-competitionclause or the Founder against an adequate compensation or the periodo non-competition, which comprises the provisions on non-competitionset out in section 15.1 and remains valid or a period o 2 years ollowing thetermination o the service or employment agreement. With the approvalo HackFwd Capital, the Start-Up shall have the right to waive the post-contractual non-competition clause prior to the termination o the serviceor employment agreement.

Non-Compete Obligation (Continued)

Lets maintain an

open dialog

We believe in continued,open discussion. Thus, weask to be inormed as soonas possible on all relevantcircumstances inuencing thebusiness and success o thestart-up. When in doubt, letus know.


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8.1 The term o this Geek Agreement shall last until the earlier o (a) the timethat only 1 Shareholder remains holding shares in the Start-Up or (b) thelapse o 15 calendar years ollowing the date o this Geek Agreement.

8.2 In case a Shareholder terminates its participation in the Start-Up,irrespective o its cause, the rights and obligations under this GeekAgreement shall terminate upon the respective Shareholders exit unlessexpressly stipulated otherwise in this Geek Agreement.

8.3 This Geek Agreement may not be terminated ordinarily prior to the end oits term. The right o any Party to terminate the Geek Agreement or causeshall remain unaected.

Term

17

7.1 Married Founders are as long as their marriage and marital propertyregime are subject to German civil law obliged to agree with theirrespective spouse on a separate estate or, in case they have arranged orjoint property, to determine the participation in the Start-Up as reservedproperty within the marriage settlement and register it with the maritalproperty register. I the Founder and its spouse remain in the maritalstatus o a community o acquisitions, they shall, in a marital settlementagreement, agree that 1365 BGB shall not apply as regards the respectiveFounder and that the shares in the Start-Up held by the respective Founderare not subject to any compensation with respect to the community oacquisitions i the marital status is ended other than by death o the spouse.The obligation to arrange or separation o the participation in the Start-Up

rom any joint estate o married Founders shall apply accordingly, as ar aslegally permissible, in case the marriage o a Founder and/or the maritalproperty regime are subject to the laws o jurisdictions other than thejurisdiction o the Federal Republic o Germany.

7.2 Upon written request by the Start-Up or HackFwd Capital each Foundershall immediately, however, at the latest within 6 months ollowing receipt othe request, provide written proo that the respective Founder has ullledits obligation under Section 17.1.

Marital Property Regime

19

9.1 The Parties undertake towards each other to commit their potential legalsuccessors as well as any new shareholders entering the Start-Up.

(a) to enter into all rights and duties arising under this Geek Agreementor i entering into this Geek Agreement by the legal successors isinappropriate or unenorceable

(b) to make any transer o shares in the Start-Up to their legal successoror any issuance o new shares in the Start-Up to a new shareholdersubject to the conclusion o a new shareholders agreement to be

concluded between the Shareholders and the legal successor or thenew shareholder, which comprises, at least and to this extent, the rightso the Shareholders as set orth in this Geek Agreement.

9.2 The Parties hereby already consent to and accept the accession o aSupporter upon transer o a Reserved Share in accordance with Section8.3 o this Geek Agreement.

Accession to this Geek Agreement

Were committed or

the long term

We wish to support youboth in the short and longterm. Thereore, the GeekAgreement will generally beentered into or a relativelylong term. However, anyindividual party will only bebound to the regulations othis Geek Agreement as longas it remains a shareholderin the start-up.

Divorce will not efect

this Geek Agreement

To saeguard thedevelopment o the projectand protect it rom personalconicts, we ask or yoursake as well as ours that youdetach the shareholding inthe start-up rom personalproperties that may besubject to marital disputes.

New shareholders

bound by this

Geek Agreement, too

This Geek Agreement is basedon the participation o allshareholders in the start-up inits rights and duties to makeit work eectively. Thus, anynew shareholder must alsobe bound by the regulationso this Geek Agreement. This

benets all parties involved.


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20.1 The Parties agree that the terms and conditions stipulated in this GeekAgreement shall, in any case, prevail over the provisions set orth in theStart-Ups Articles o Association and any rules o procedure or themanagement and other arrangements between the Parties. The Partiesare obliged to pass any shareholders resolutions and take any necessarymeasure in the shareholders meeting o the Start-Up in orderto implement and execute this Geek Agreement as well as the Start-UpsArticles o Association.

20.2 The rights and obligations as set out under this Geek Agreement shall alsoapply in case o merger or change o the corporate orm o the Start-Up(Transormation). In such case, the Shareholders undertake to resolve on

the adoption o amended articles o association o the Start-Up which shallas closely as possible correspond to the provisions o this Geek Agreementand the Start-Ups Articles o Association. Further, the Parties undertaketo realize all o the amendments to this Geek Agreement required by suchTransormation in a manner corresponding as closely as possible to itscurrent provisions.

20.3 Neither Party shall make any press release or similar announcement withrespect to this Geek Agreement, and each Party shall keep condential andnot disclose to any third party specics o this Geek Agreement which arenot already publically available and any condential inormation regardingthe other Parties disclosed to it in connection with this Geek Agreementor its implementation, except as expressly agreed with the respectiveother Party and except as may be required in order to comply with therequirements o applicable laws or stock exchange regulations. Anypublication regarding the engagement o the Parties in the Start-Up as wellas this Geek Agreement shall be agreed upon by the Partiesprior to publication.

Other Arrangements


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21.1 Except as provided or otherwise under this Geek Agreement, anyassignment or encumbrance o any right or obligation under this GeekAgreement requires the prior consent o the remaining Parties.

21.2 No oral agreements in relation to this Geek Agreement exist.

21.3 The Exhibits are an integral part o this Geek Agreement. Reerence withinthe meaning o the German Notarization Act is made to the Exhibits(including, or the avoidance o doubt, any annexes thereto).

21.4 Amendments and supplements to this Geek Agreement including

amendments to this Section 21.4 must be made in written orm requiredby 126 BGB, provided that statutory law does not require a stricter orm.

21.5 Any and all taxes, duties, costs and other expenses incurred in connectionwith this Geek Agreement, in particular, its conclusion and execution shallup to an amount o EUR 2,000, as ar as legally permissible, be borne bythe Start-Up.

21.6 Bank Working Day shall mean any day when banks in Hamburg are openor general banking business.

21.7 This Geek Agreement shall in all respects be interpreted in accordancewith, and be governed exclusively by, the laws o the Federal Republico Germany excluding its confict o laws rules. The United NationsConvention on Contracts or the international sale o goods does not apply.Exclusive place o jurisdiction and venue or all disputes arising out o or inconnection with this Geek Agreement shall, as ar as legally permissible, beHamburg.

21.8 All notices or other notications under this Geek Agreement shall be made

to the Parties under their respective address set out in the list o Parties

above. The email addresses o the Shareholders are:

Founder : ;

Founder : ;

Founder :

and HackFwd Capital: .

21.9 Should any individual provision o this Geek Agreement be or becomepartly or ully invalid or unenorceable, or should this Geek Agreementcontain any omission, this shall not aect the validity and enorceabilityo the remaining provisions. Instead o the invalid or unenorceableprovision, or in case o an omission, the Parties shall agree upon a provisionwhich corresponds to what would reasonably have been considered inaccordance with the intention and purpose o this Geek Agreement, i theParties had been aware o the invalidity or unenorceability o the provision.I invalidity or unenorceability o a provision is caused by a measurement operormance or time (period or severability) set orth therein, the respective

provision shall be deemed agreed with a legally permissible measurementreaching as close as possible to the original measurement. It is the explicitwill o the Shareholders that this severability Section does not lead to amere shiting o the burden o proo, but that 139 BGB shall in its entiretybe agreed as non applicable.

Final Provisions

German Law

To keep things simple, all start-ups, corporate mechanismsand corresponding corporatedocumentation are governedby German law. Since thestart-ups are governed by Ger-man law, the corporate mecha-nisms are governed by Germanlaw automatically. To avoidconict o laws and enhanceunderstanding and handling othe mechanics regarding theparticipation in the start-up,

German law was chosen or thedocumentation in relation tothe start-up.

Using your stock

as a security

This means that you cannotuse your shares in the start-upas security or payment or anoutstanding debt e.g. a mort-gage on your house unlessyou obtain prior approval romthe other shareholders o thestart-up


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21

The preceding record (including its Exhibits and annexes) was read out to the

persons appearing, was inspected and approved by them and signed by them

and the notary public in their own hands as follows:

Final Provisions (Continued)