ANGELES INVESTORS INC.

ACCREDITED MEMBERSHIP AGREEMENT

This Accredited Membership Agreement, entered into as of the date set forth in the signature page hereto (the “Agreement”), is by and between Angeles Investors Inc., a Delaware not-for-profit corporation (“Angeles”), and the person or entity executing the signature page hereto as a member (the “Member”).

WHEREAS, Angeles is a member-driven organization, formed as an Illinois not-for-profit corporation for the purpose of (i) finding, funding and growing promising Hispanic start-up entities and other business ventures (collectively, “Ventures”) and (ii) educating and providing information to the public regarding Hispanic entrepreneurship;

WHEREAS, in furtherance of said purposes, Angeles will identify start-up entities and other business ventures that meet certain criteria established by Angeles’ Selection committee, that are actively seeking additional capital and whose business models suggest that said entities are capable of generating above average investment returns to those who provide either debt and/or equity funding thereto;

WHEREAS, the members of Angeles will act collectively in terms of deal sourcing, undertaking due diligence on any target start-up entity or other business venture, negotiating terms of investment thereby in any start-up entity or other business venture, investment vehicle creation, all towards the goal of nourishing a robust angel investing organization notwithstanding the fact that members, including the Member (collectively, the “Members”), will act independently in connection with any investment decision; and

WHEREAS, the Member is an accredited investor interested in furthering the goals of Angeles while retaining the right to independently make any and all investment decisions.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:

ARTICLE 1

Section I.1. The Member accepts and agrees to be bound by this Agreement, as it may be amended and/or restated from time to time in accordance with Section 5.5 hereto, and the terms and conditions of Angeles’ Articles of Incorporation and By-Laws (together, the “Governing Documents”), as in effect from time to time. The Member acknowledges receipt of the Governing Documents concurrently with its receipt of this Agreement.

Section I.2. The Member represents and warrants that it is an “accredited investor” as defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended (the “Act”), and will use its best efforts to remain an “accredited investor” at all times that it is a member of Angeles. The Member shall notify, in writing, the Board of Directors of Angeles (the “Board”) immediately upon no longer qualifying as an “accredited investor” and shall make no additional investment in any Venture as a member of Angeles without the prior written consent of the Board.

Section I.3. The Member acknowledges and agrees that, except as otherwise permitted by the Board, all capital investments made in any Venture identified by Angeles will be undertaken by the Members via a single purpose limited liability company or other entity (the “Investment Entity”), identified by Angeles to the Members. Members investing in any Venture shall do so by funding capital contributions to the designated Investment Entity.  The funds contributed to and utilized by the Investment Entity will not be commingled with Annual Dues (defined below) paid by the Member directly to Angeles.  The Member acknowledges and agrees that the terms applicable to an Investment Entity, and the indirect investment in the relevant Venture, shall be set forth in the governing documents for such Investment Entity (the “Investment Documents”), to which all participating Members in that Venture shall be bound.

ARTICLE II

Section II.1. The Member shall pay the annual membership dues (the “Annual Dues”) as according to the schedule developed and approved by the Board, as said schedule may be amended from time to time.

Section II.2. The Member agrees to use its best efforts to attend meetings of Angeles, to sponsor quality opportunities for Angeles and its Members, to assist in connection with due diligence investigations of Ventures in which Members may invest, to expand the activities undertaken by Angeles by introducing Angeles to angel groups, venture capital funds, venture investors, and potential members or entrepreneurs seeking funding, and to do those things and to take those actions as the Executive Committee may reasonably request in furtherance of Angeles’ purpose.

Section II.3. Member will take no action that would impair the classification of Angeles as a Delaware not-for-profit corporation.

ARTICLE III

Section III.1 The Member acknowledges that:

A. Angeles is not registered with the Securities Exchange Commission or any state securities commission.

B. The Member is and will continue to be responsible for its own investment decisions, and Angeles is not recommending any particular entity for investment. Angeles will give no guidance to the Member in connection with its potential investment in any Venture nor shall any person affiliated with Angeles (or Angeles itself) be responsible for the Member’s use of any information provided by Angeles in connection with any Venture or the Member’s investment decision or the results of any Venture investment by Angeles’ Members.

C. All investments in Ventures, particularly start-up companies, involve a high degree of risk and investors, including the Member, are able to bear the risk of complete financial loss of such an investment.

D. The choice to use and manner of utilization of information and knowledge gained through Angeles is the Member’s individual and personal choice, subject to Article IV herein.

E. Angeles does not conduct any investigation to verify the accuracy, adequacy or completeness of the factual information submitted to Angeles, and therefore to the Members, by any individual entrepreneur, Venture or other third-party. Angeles makes no representations or warranties regarding the information provided to Members by any Venture.  The Member acknowledges and agrees that it shall conduct its own due diligence and negotiate the terms of any investment it elects to make.

F. The relationship between the Member and Angeles established by this Agreement does not constitute a partnership, joint venture, agency, or contract of employment of any kind. All financial and tax implications pertaining to Members of Angeles will be in direct proportion to their relative dollar investments in any Investment Entity, as set forth in the Investment Documents.

G. The Board may at any point delegate any or all of its authorities and responsibilities under this Agreement to any executive officer or employee of Angeles, as appointed by the Board pursuant to the Governing Documents, and any action of such officer on behalf of Angeles shall constitute actions of the Board as required under this Agreement.

ARTICLE IV

Section IV.1. Unless the Member secures Angeles’ prior written consent and then only as expressly authorized by Angeles, the Member will not disclose or use at any time (i) the confidential or proprietary information provided to Angeles by any Venture; (ii) the personal confidential or contact information of any other member of Angeles; (iii) off-the-record conversations or communications had with other Members and/or representatives of Ventures; or (iv) any confidential or proprietary information that Angeles may provide to the Member regarding any Venture or that any applicant thereto may identify, in writing, as a “trade secret”, “proprietary”, “privileged” or “confidential” (collectively, “Confidential Information”).  The Member will take reasonable efforts to safeguard the Confidential Information, to protect the Confidential Information against disclosure, misuse, loss or theft, and to promptly report to Angeles any such improper disclosure, misuse, loss or theft.  For the avoidance of doubt, the Member may accurately disclose to third parties its membership in Angeles and its attendance at Angeles’ events, including “pitch night”.

Section IV.2. In the event that the Member is asked by Angeles to review or provide input regarding a potential transaction or perform other activities involving, directly or indirectly, (i) any entity that the Member has or may invest in, either directly or indirectly; (ii) any entity that either the Member has previously evaluated in connection with any proposed investment by any third-party or that the Member knows that one or more of the Member’s partners, associates, affiliates or business colleagues is or has previously evaluated or currently has or has had substantial contact with; or (iii) any entity that has as its board member, manager, consultant, agent or employee a family member who is also a Member (each instance that falls under (i), (ii) or (iii) above, a “Conflict”), then the Member will, in writing, inform the Board of such Conflict.  The Member furthermore acknowledges and agrees that if any member of Angeles informs the Board of a Conflict associated with the Member, the Member will recuse itself from any investment activity involving the subject entity unless and until otherwise authorized by the Board.

Section IV.3. In the event the Member either voluntarily terminates its membership or the Member’s membership is terminated by the Board, the Member will promptly deliver to Angeles any and all of the books, records, drawings, blueprints, photographs, manuals, notebooks, reports, documentation, program listings, flow charts, or other materials provided thereto by Angeles or by any applicant to Angeles or otherwise obtained by the Member in connection with its involvement with Angeles.  At the request of Angeles, the Member will furthermore confirm that all of the materials provided in connection with the Member’s activities as a member of Angeles have been returned to Angeles.  The Member will have no obligation under this Agreement to return, and will not return, any of the foregoing materials to any other third party.

Section IV.4. During any meeting of Angeles, including any “pitch night”, the Member shall conduct itself at all times in an appropriate and professional manner and shall not engage in conduct likely to result in a material adverse effect on the business or reputation of Angeles, any Venture, the Members of Angeles or invited guests. Angeles welcomes all individuals regardless of race, gender, religion, and sexual orientation, and expect all Members to represent this appropriately and ensure that everyone is welcome.

Section IV.5. Member consents, during the term of Member’s membership with Angeles, to the present or future use and any reproduction of Member’s name and photograph, or either, in any website, brochure or other advertising or publications of the Angeles.  In addition, the Member grants Angeles an irrevocable non-exclusive right to use any pictures or videos taken during any Angeles event, including “pitch night” in which the Member may be depicted, as well as any information developed and gathered during such event to which Member may have contributed.  Member releases Angeles from any claims that may arise regarding the use of the foregoing, including any claims of defamation, invasion of privacy, or infringement of moral rights, rights of publicity, or copyright. Angeles is permitted, although not obligated, to include Member’s name as a credit in connection with Member’s image.

Section IV.6. The Member represents and warrants that any information that the Member shares with Angeles (a) does not infringe any law or rights (contractual or otherwise) of any person or entity, including but not limited to copyright rights, trademark rights, trade secret rights, rights of privacy, and rights of publicity; or (b) contain matter which is or might be defamatory or which depicts any person or entity in a false light.

ARTICLE V

Section V.1. The Member’s membership in Angeles may be terminated or benefits revoked at the discretion and determination of the Board should it be determined that the Member has undertaken one of more the following actions:

(i) fails to pay any Annual Dues established by the Board within twenty (20) days after the mailing of the notice of dues payable or to meet other qualifications for membership set forth herein or under the Governing Documents;

• breaches any other term of the Governing Documents or this Agreement;
• is indicted by a grand jury for crimes involving fraud, embezzlement, federal or state securities laws or moral turpitude;

• engages in any conduct that may constitute unlawful harassment or discrimination, as determined in the Board’s sole discretion;
• dies or has a guardian appointed to oversee its legal affairs, including its investments; or
• undertakes any activity which the Board, in its sole discretion, reasonably determines is materially adverse to Angeles and its successful investment in Ventures.

Section V.2. A Member will be notified in writing by the Board of the intent to terminate or revoke benefits and, except in the case where notice was provided as a result of the death of the Member, the subject Member shall have thirty (30) days in which to submit a response to the Angeles in writing, should the Member deem its actions or inactions do not warrant or qualify for termination or revocation of benefits. Angeles shall consider, in good faith, such Member response within sixty (60) days.  The decision of the Board is final.

Section V.3. The Member may resign its membership upon thirty (30) days written notice to the Board.

Section V.4. In the event of the termination or resignation of the Member, no portion of the Annual Dues previously paid, including any amount paid for multi-year memberships (if available), will be returned. The Member shall not be permitted to withdraw any funds it has tendered as payment for its membership in Angeles.  However, the Member shall retain all ownership, rights and responsibilities as set forth in the Investment Documents applicable to any Investment Entity in which the Member chose to invest while it was a member of Angeles.

Section V.5. The Member acknowledges that Angeles may be dissolved pursuant to the terms in the Governing Documents. In this event, any uncommitted dues will be returned pro rata, after all expenses are paid.  The Board shall retain a liquidator who shall manage outstanding investments and be paid from liquidation proceeds pro rata to each Member’s remaining participant shares.

Section V.6. The Member is not liable for any reason for any acts of Angeles, its officers, directors, managers, or other Members. The Member acknowledges that Angeles has or will agree to indemnify each of the members of the Board, any executive or senior committee instituted by the Board, and any executive officers appointed by the Board, except in instances of gross negligence or willful misconduct thereby.

ARTICLE VI

Section VI.1. This Agreement will be construed and enforced in accordance with the laws of the State of Delaware. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts located in Cook County, Illinois in connection with any suit, action, dispute or proceeding arising hereunder and waives any claim and agrees not to assert any challenge to the jurisdiction or venue maintained by the courts located in Cook County, Illinois or any claim of inconvenient forum.  This Agreement shall supersede any and all other agreements and understandings regarding the subject matter hereof between the parties hereto, whether oral or written, which in any way contain provisions which are otherwise detailed herein.

Section VI.2. The Member acknowledges and agrees that the Board may elect to re-domicile Angeles from the State of Delaware to the State of Illinois or such other State as may be selected by the Board, if and when the Board, in consultation with such legal counsel and tax advisors as the Board may elect, determines that doing so is in the best interests of Angeles. By executing this Agreement, the Member consents to any such re-domiciliation, to be executed in the Board’s sole discretion.

Section VI.3. In the event that any provision of this Agreement or the application of such provision to any party or circumstance, shall be held to be invalid or unenforceable, the remainder of this Agreement or the application of such provision to parties or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby.

Section VI.4. No waiver at any time by any party hereto of its rights with respect to any other party, or with respect to any other matter arising in connection with this Agreement, shall be considered a waiver with respect to any other default or matter.

Section VI.5. Any amendment to this Agreement shall be authorized by the Board or a majority of the Members, and shall be binding on all Members.