Membership Agreement

This Membership Agreement (“Agreement”) sets forth the terms and conditions of membership in Wake Angel Network, a North Carolina nonprofit corporation that has applied to the Internal Revenue Service for recognition as an organization described in Section 501(c)(3) of the Internal Revenue Code (“Wake Angel Network,” “WAN,” “we,” or “us”).

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By executing this Agreement and paying the applicable annual membership dues, the undersigned applicant (“Member”) agrees to be bound by the terms and conditions set forth herein.

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SECTION 1. PURPOSE OF WAKE ANGEL NETWORK

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Wake Angel Network is an independent nonprofit organization formed for charitable and educational purposes, including to:

• advance education concerning entrepreneurship, innovation, early-stage finance, and responsible angel investing;

• support entrepreneurship, innovation, and company formation within the Wake Forest University community and broader public;

• provide educational programming, mentorship, research, and community-building activities for founders, students, investors, and other participants; and

• facilitate access to information about early-stage companies in a manner incidental to and supportive of Wake Angel Network’s charitable and educational mission.

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For purposes of this Agreement, a company shall be considered connected to the Wake Forest community if Wake Angel Network determines that the company has a meaningful connection through either: (i) a founder, executive team member, or board member who is a Wake Forest University alumnus, current student, faculty member, or staff member, or a parent of a current Wake Forest University student or a Wake Forest University alumnus or alumna; or (ii) another meaningful relationship with the broader Wake Forest community or entrepreneurial ecosystem, subject to review and approval by Wake Angel Network.

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Wake Angel Network is an independent organization and is not affiliated with, sponsored by, endorsed by, or operated by Wake Forest University. Wake Angel Network shall be operated exclusively in furtherance of its charitable and educational purposes. No part of its net income after expenses shall inure to the benefit of any private individual, and Wake Angel Network shall not be operated for the primary benefit of its Members, founders, directors, officers, presenting companies, or other private interests.

 

SECTION 2. MEMBERSHIP ELIGIBILITY

 

Membership in Wake Angel Network is offered by invitation or application and is subject to approval by Wake Angel Network in its sole discretion.

 

To qualify for membership, an applicant must:

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1. Have a connection to the Wake Forest University community or broader entrepreneurial ecosystem, including but not limited to:

• alumni/alumnae,

• students,

• current or former faculty or staff,

• parents,

• donors,

• advisors,

• or other individuals approved by Wake Angel Network; and

 

2. Qualify as an “Accredited Investor” as defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933.

 

Membership is personal to the Member and may not be assigned or transferred without the prior written consent of Wake Angel Network.

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SECTION 3. MEMBER BENEFITS

 

So long as a Member remains in good standing, Wake Angel Network will provide Members with access to mission-related educational and community benefits, including:

• educational presentations concerning early-stage companies and private-market investing;

• pitch events, meetings, and networking opportunities;

• online communication and collaboration platforms;

• due diligence materials and company information provided by presenting companies;

• opportunities to collaborate with other Members regarding investment opportunities; and

• periodic educational, organizational, and community communications.

 

Wake Angel Network does not guarantee that any Member will receive access to any particular investment opportunity or allocation.

 

Any investment opportunity made available in connection with Wake Angel Network shall be separate from membership, shall be offered only through an applicable issuer, special purpose vehicle, or other third party, and shall not be funded from Annual Dues or charitable assets of Wake Angel Network. Any allocation decisions shall be made under the governing documents and applicable securities-law procedures for that investment vehicle.

 

SECTION 4. MEMBERSHIP DUES

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Annual membership dues are $1,000 per Member for each twelve-month membership term ("Annual Dues").

 

A Member's initial membership term shall begin on the date Wake Angel Network receives the Member's Annual Dues following acceptance for membership. Annual Dues are payable in full upon acceptance of membership and are not prorated based on the date a Member joins Wake Angel Network.

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Thereafter, each Member's membership shall renew annually on the anniversary of the commencement date of that Member's initial membership term, subject to Wake Angel Network's right to decline renewal in accordance with this Agreement. Wake Angel Network may invoice Annual Dues in advance of the applicable renewal date, and Annual Dues for each renewal term must be paid on or before that renewal date for the Member to remain in good standing. If Annual Dues for a renewal term are not received within fourteen (14) days after the renewal date, the Member's membership shall terminate automatically at the end of that fourteen-day period without further notice. A former Member may reapply for membership in accordance with Section 2. A Member's renewal date will remain the anniversary of the commencement date of the initial membership term and will not change based on the date a renewal payment is actually received.

Annual Dues support Wake Angel Network’s charitable and educational programs and are non-refundable, including in the event of resignation, non-renewal, suspension, or termination of membership.

 

Wake Angel Network reserves the right to modify the Annual Dues upon prior written notice to Members. Annual Dues are not investment capital, do not create any ownership, profit, distribution, allocation, or governance right, and will not be used to acquire securities on behalf of any Member.

 

SECTION 5. TERM; RENEWAL; TERMINATION

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Membership shall continue for successive twelve-month terms unless earlier terminated or not renewed in accordance with this Agreement. Renewal is conditioned upon payment of the applicable Annual Dues on or before the Member's renewal date, subject to the fourteen-day grace period described in Section 4.

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Wake Angel Network reserves the right, in its sole discretion, to:

• approve or reject membership applications;

• decline to renew membership;

• suspend membership; or

• terminate membership at any time for conduct inconsistent with this Agreement or the interests of Wake Angel Network.

 

If Wake Angel Network elects to terminate or not renew a membership, it may provide written notice to the Member. The Member may submit a written response within thirty (30) days of such notice. Any decision by Wake Angel Network regarding membership status shall be final.

 

A Member may voluntarily terminate membership at any time upon written notice to Wake Angel Network; however, no refund of Annual Dues shall be provided.

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SECTION 6. ACCREDITED INVESTOR CERTIFICATION

 

By signing this Agreement, the Member certifies that he, she, or it qualifies as an Accredited Investor under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended from time to time.

 

An Accredited Investor includes:

1. Any natural person whose individual net worth, or joint net worth with spouse or spousal equivalent, exceeds $1,000,000 excluding the value of the primary residence; or

2. Any natural person whose individual income exceeded $200,000 in each of the two most recent years, or joint income with spouse or spousal equivalent exceeded $300,000 in each of those years, with a reasonable expectation of reaching the same income level in the current year; or

3. Any entity in which all equity owners are Accredited Investors.

 

Members agree to promptly notify Wake Angel Network if they no longer qualify as Accredited Investors. Payment of Annual Dues for any renewal term shall constitute the Member's reaffirmation, as of the date of such payment, of the Accredited Investor certification made in this Agreement.

 

Failure to maintain Accredited Investor status may result in suspension or termination of membership and restriction from participation in investment opportunities.

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SECTION 7. MEMBER RESPONSIBILITIES AND CODE OF CONDUCT

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Each Member agrees to:

• conduct himself or herself professionally and ethically at all times;

• treat founders, entrepreneurs, Members, students, and guests respectfully;

• maintain the confidentiality of non-public information received through Wake Angel Network;

• avoid conduct that could harm the reputation or operations of Wake Angel Network;

• promptly disclose any actual or potential conflict of interest, including any financial, employment, advisory, family, or ownership relationship involving a presenting company, Wake Angel Network, or another Member;

• refrain from misusing confidential or proprietary information; and

• comply with all applicable laws and regulations;

• refrain from using Wake Angel Network resources, programs, or relationships primarily for personal financial benefit; and

• comply with Wake Angel Network’s conflict-of-interest, confidentiality, political-activity, and other policies as adopted or amended from time to time.

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Members shall not distribute membership directories, Member information, or confidential company information to third parties without permission.

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Members shall not circumvent or interfere with investment processes coordinated through Wake Angel Network.

 

SECTION 8. CONFIDENTIALITY

 

Members may receive confidential, proprietary, or non-public information regarding companies, investors, Members, or prospective transactions (“Confidential Information”).

 

Confidential Information may include:

• business plans,

• financial statements,

• capitalization information,

• intellectual property,

• customer information,

• trade secrets,

• fundraising information,

• investment terms,

• and other sensitive information.

Members agree:

• not to disclose Confidential Information to third parties except as reasonably necessary for their own investment evaluation and subject to appropriate confidentiality obligations;

• not to use Confidential Information for any purpose other than evaluating investment opportunities; and

• to protect Confidential Information using reasonable care.

Confidential Information shall not include information that:

• becomes publicly available through no fault of the Member;

• was already known by the Member without confidentiality obligations; or

• is independently developed without use of Confidential Information.

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Upon request, Members shall promptly destroy or return Confidential Information.

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SECTION 8A. NON-CIRCUMVENTION OF WAKE ANGEL NETWORK'S INVESTMENT PROCESS

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During the period that Wake Angel Network is actively coordinating a specific investment opportunity through its established process (from the date a company is presented to Members through Wake Angel Network's platform, events, or communications until the earlier of (i) the closing of the applicable financing round or (ii) Wake Angel Network's determination that it will not further pursue the opportunity), a Member who received access to that opportunity through Wake Angel Network shall not, directly or indirectly: negotiate or agree to investment terms with the presenting company, or any affiliate of the presenting company, outside of the process coordinated by Wake Angel Network for that opportunity; induce or assist the presenting company in offering terms to the Member, or to any other investor introduced through Wake Angel Network, that circumvent the issuer, special purpose vehicle, or other investment vehicle through which Wake Angel Network coordinated the opportunity; or use Confidential Information obtained through Wake Angel Network to negotiate side arrangements with the presenting company outside the coordinated process.

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Nothing in this Section shall restrict a Member from: (a) investing in a presenting company through the investment vehicle or process actually coordinated by Wake Angel Network for that opportunity; (b) continuing or pursuing a relationship with a company that predates the Member's introduction to that company through Wake Angel Network, provided the Member discloses that pre-existing relationship in accordance with Section 7; (c) investing in a subsequent, separate financing round of a company after Wake Angel Network's coordinated process for a given round has concluded; or (d) any investment activity involving a company that has not been presented to Members through Wake Angel Network.

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A Member's breach of this Section shall be treated as a violation of the Code of Conduct under Section 7 and may result in suspension or termination of membership in accordance with Section 5.

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SECTION 9. DISCLAIMER OF INVESTMENT ADVICE

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Wake Angel Network is not:

• a venture capital fund,

• investment adviser,

• broker-dealer,

• investment bank,

• crowdfunding portal,

• securities exchange,

• or investment clearinghouse.

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Wake Angel Network does not provide investment, legal, tax, accounting, or financial advice. Wake Angel Network is not registered with the Securities and Exchange Commission or any state securities commission. Wake Angel Network's Pitch Nights, meetings, events, and communications are not, and shall not be construed as, an offer to sell or a solicitation of an offer to buy any security by Wake Angel Network.

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All investment decisions are made solely by individual Members or by legally separate investment vehicles in which they elect to participate. Wake Angel Network does not pool Annual Dues or charitable contributions for investment in private companies.

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Wake Angel Network does not endorse, recommend, or guarantee any investment opportunity.

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Wake Angel Network does not independently verify information provided by presenting companies and makes no representation or warranty regarding the accuracy or completeness of such information.

 

Each Member is solely responsible for:

• conducting independent due diligence;

• evaluating investment risks;

• consulting personal advisors; and

• determining whether any investment is appropriate.

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All investments in early-stage companies involve substantial risk, including the possible loss of the entire investment.

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SECTION 10. LIMITATION OF LIABILITY; RELEASE

 

To the fullest extent permitted by law, the Member releases and agrees to hold harmless Wake Angel Network and its managers, officers, directors, employees, contractors, advisors, volunteers, representatives, sponsors, Members, and affiliates (collectively, the “WAN Parties”) from any and all claims, liabilities, damages, losses, costs, or expenses arising out of or relating to:

• participation in Wake Angel Network;

• investment opportunities;

• investment decisions;

• communications among Members;

• company presentations;

• due diligence materials; or

• any acts or omissions related to Wake Angel Network activities.

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No WAN Party shall be liable for:

• indirect,

• incidental,

• consequential,

• punitive,

• exemplary,

• or special damages.

 

The aggregate liability of all WAN Parties shall not exceed the Annual Dues paid by the Member during the applicable membership term.

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SECTION 11. NO GUARANTEE OF INVESTMENT OPPORTUNITIES

 

Membership in Wake Angel Network does not guarantee:

• access to investment opportunities;

• participation in any financing round;

• allocation rights;

• investment returns;

• liquidity; or

• future investment opportunities.

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Companies may accept or reject investors in their sole discretion and may accept investments from non-Members.

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SECTION 12. TAX-EXEMPT STATUS; CHARITABLE CONTRIBUTIONS

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Wake Angel Network has applied to the Internal Revenue Service for recognition as an organization described in Section 501(c)(3) of the Internal Revenue Code, and its application is pending. There is no assurance that recognition will be granted. Membership is not conditioned on making a charitable contribution beyond the required Annual Dues.

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Annual Dues may include both a payment for membership benefits and a charitable contribution. The amount, if any, that is deductible for federal or state income-tax purposes is limited to the excess of the payment over the fair market value of goods or services provided to the Member. Wake Angel Network will provide any acknowledgment or disclosure required by applicable law. Each Member is responsible for consulting the Member’s own tax advisor regarding deductibility.

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No Member shall receive any distribution of Wake Angel Network’s income or assets except for reimbursement of reasonable expenses or payment of reasonable compensation for services actually rendered and approved in accordance with applicable conflict-of-interest procedures.

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SECTION 13. GENERAL PROVISIONS

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Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina.

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Amendments

Wake Angel Network reserves the right to amend this Agreement upon written notice to Members. Continued participation in Wake Angel Network following notice of amendments constitutes acceptance of such amendments.

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Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding membership in Wake Angel Network and supersedes all prior discussions or understandings.

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Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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Electronic Signatures

Electronic signatures and electronic acceptance of this Agreement shall have the same force and effect as original signatures.

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No Waiver

Failure by Wake Angel Network to enforce any provision of this Agreement shall not constitute a waiver of future enforcement rights.

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MEMBER ACKNOWLEDGMENT

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By signing below, the undersigned acknowledges that he/she/it:

• has read and understands this Agreement;

• qualifies as an Accredited Investor, as required for membership under Sections 2 and 6 of this Agreement;

• understands the risks associated with investing in early-stage companies;

• agrees to conduct independent due diligence regarding all investments; and

• understands that Annual Dues are not investment capital and do not provide any ownership, distribution, profit, allocation, or governance rights; and

• agrees to comply with the terms and conditions of this Agreement.