New Member Registration

This Agreement is entered into between Alabama Capital Network, LLC, an Alabama limited liability company (the “Alabama Capital Network“) and the undersigned network member (the “Network Member”) as of the date set forth on the commitment signature page hereto. This Agreement shall govern the terms and conditions of the Network Member’s participation in the Alabama Capital Network.

1.  Purpose. The Alabama Capital Network was formed in 2017 to identify, fund and develop early- stage companies in Alabama to enhance its entrepreneurial ecosystem. The Alabama Capital Network will identify target seed or early-stage companies where the substantial majority of business operations are located in Alabama (the “Targets”), and Network Members will have the opportunity to invest in Target companies at their discretion.

2.  Network Membership. Upon payment of the applicable membership fee as indicated on the commitment signature page hereto, the Network Member shall become a member of the Alabama Capital Network for a one-year term. Thereafter, to continue receiving the benefits described herein, the Network Member must annually renew its membership by payment of the applicable membership fee. All membership fees are nonrefundable.

3.  Benefits of Network Membership. The Alabama Capital Network commits to provide the following to the Network Member during the term of membership (subject to the parenthetical limitations depending upon the level of membership selected on the commitment signature page hereto):

• Active and ongoing involvement with the entrepreneur community;
• Regular reports on entrepreneurship in Alabama;
• Semi-annual events for all Network Members to foster broad conversation;
• Intimate meetings and networking opportunities with other investors, entrepreneurs and businesses;
• Pitch lunches with Targets looking for investments;
• Initial vetting of Targets;
• Name and/or logo featured prominently on Alabama Capital Network website and marketing materials (Institutional Supporter and Impact Partner levels only)
• Option to be preferred beta-test site for relevant Target technology (Institutional Supporter and Impact Partner levels only); and
• Alabama Capital Network advisory board member (Impact Partner level only).

4.  Use of Funds. Membership fees paid hereunder shall be used exclusively for operational purposes of the Alabama Capital Network and will not be used for investment, directly or indirectly, in any other person or entity, or for the payment of dividends.

5.  No Equity Interest. The Network Member acknowledges that neither this agreement nor the membership fee paid hereunder confers upon the Network Member any ownership interest or rights of any nature in the Alabama Capital Network or any Target or their respective property or assets, nor shall the Network Member’s membership hereunder be construed as a security instrument.

6.  Confidentiality and Privacy.

• The Network Member understands that the investment opportunities in Targets and all information provided to the Network Member regarding Targets are confidential and prepared for the benefit of Network Members. The Network Member agrees not to reproduce or distribute any of such documents in whole or in part and to keep confidential all information concerning any Target, including the Target’s identity; provided, that the Network Member may disclose such confidential information to its representatives and agents who agree to be bound by the foregoing confidentiality obligations and who will use the confidential information solely for the purpose of evaluating such Network Member’s possible investment in the Target. The Network Member acknowledges that it may be required from time to time to execute a confidentiality agreement prior to receiving access to certain confidential information concerning a Target.
• Unless otherwise instructed in writing by the Network Member, the Network Member hereby consents to the use of its name and/or logo in marketing materials of the Alabama Capital Network. Notwithstanding the foregoing, the Alabama Capital Network shall not publicly disclose any other private information (including the Network Member’s investment history) without the Network Member’s prior written consent.

7.  Accredited Investor. The Network Member acknowledges that to comply with securities regulations, the Network Member must be an “accredited investor” as defined in Rule 501 of Regulation D at the time of investing in any of the Targets. By signing the commitment signature page, the Network Member covenants that it satisfies one or more of the following criteria as an accredited investor, and further covenants to provide such evidentiary documentation as shall be reasonably requested to verify such status from time to time:

• A natural person whose individual net worth, or joint net worth with his or her spouse, at the time of purchase exceeds $1,000,000, excluding the value of the primary residence of such person;
• A natural person whose individual income was in excess of $200,000 in each of the two most recent years, or whose joint income with his or her spouse was in excess of $300,000 in each of those years, and who reasonably expects his or her individual or joint income to reach the same level(s) in the current year;
• A bank, savings and loan association or other similar institution as defined in Section 3(a)(2) and 3(a)(5)(A) of the Securities Act of 1933, as amended (“Securities Act”);
• A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended;
• An insurance company as defined in Section 2(13) of the Securities Act;
• An investment company registered under the Investment Company Act of 1940;
• A Small Business Investment Company formed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;
• A plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, which plan has total assets in excess of $5,000,000;
• An employee benefit plan within the meaning of the Employment Retirement Income Security Act of 1974, if the investment decisions made by a plan fiduciary as defined in Section 3(21) of such act, which is either a bank, saving and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with the investment decisions made solely by persons that are accredited investors;
• A private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940;
• An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Interests, having total assets in excess of $5,000,000;
• A trust, with total assets in excess of $5,000,00, not formed for the specific purpose of acquiring the Interests, whose purchase in directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Securities Act;
• Any director, officer or general partner of the issuer of the securities being offered or sold, or any director, executive officer or general partner of a general partner of the issuer; or
• An entity in which all of the equity owners are accredited investors.

8. Limitation of Liability. The Network Member understands and agrees that the Alabama Capital Network is assuming no liabilities in connection with the investment opportunities in the Targets and hereby releases the Alabama Capital Network (including its employees, officers, directors and agents) from any claims for losses, liabilities, claims, damages and expenses relating to the items in this section 8. The Network Member acknowledges that any information provided by the Alabama Capital Network to the Network Member is for informational purposes only, that the Alabama Capital Network makes no representations or warranties thereby, and that the Network Member shall not be entitled to rely upon such information in making any investment decisions. The Network Member will be given the opportunity to independently conduct due diligence on Targets at its own expense. The Network Member is advised to consult with its own independent business, legal and tax advisors concerning any investment in a Target. In making an investment decision, the Network Member must rely on its own examination of the Target and the terms of the investment, including the merits and risks involved. The Alabama Capital Network is under no obligation to confirm the accuracy or adequacy of any disclosures by any Target.

9. Miscellaneous

• This agreement shall be binding upon and shall inure to the benefit of the parties’ successors and permitted assigns. This agreement may not be assigned without the prior written consent of the other party.
• Nothing herein shall be construed to create a joint venture or partnership between the parties hereto. Neither party shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement or undertaking with any third party.
• This agreement may be executed in counterparts, each of which shall be considered an original. Delivery of a copy of this agreement by PDF or other electronic means will have the same effect as physical delivery of the paper document bearing an original signature.
• This agreement shall be interpreted and enforced in accordance with, and governed by, the laws of the State of Alabama, without giving effect to any conflicts of law principles that would cause the law of another jurisdiction to apply.
• This agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements (whether oral or written). Each provision of this agreement is intended to be severable from each other provision, and the validity or illegality of any portion hereof shall not affect the validity or legality of the remainder hereof.