Terms of Membership

This document (this “Membership Agreement”) governs membership in the Cane Angel Network. Please read it and consent to its terms electronically when you submit your membership payment.

1. ’Cane Angel Network (CAN)

CAN facilitates connections between private companies and potential investors within University of Miami’s global community of faculty, staff, alumni, students and board members, and furthers UM’s mission of enabling ’Canes-related entrepreneurial undertakings based on innovation and research. Membership in CAN is a privilege; as such it is subject to revocation or termination for any member’s conduct that is inconsistent with this Membership Agreement.

2. Purpose

2.01 – Overall Goal: The purpose of CAN is to provide members with exposure to investment opportunities in private companies with ties to the global ’Canes community, and to facilitate the active interchange of information and ideas regarding formation, development, mentoring and financial structuring of private companies with connections to the University of Miami.

2.02 – Association with the ’Cane Innovation Fund: CAN is affiliated with the ’Cane Innovation Fund (“CIF”), which is a university-controlled charitable fund formed for the purpose of co-investing in certain CAN investments and supporting entrepreneurship at the U of Miami. CIF may participate in CAN investments, and in doing so, may limit the availability and/or size of investment opportunities for CAN members.

3. Member Benefits

So long as a member remains in good standing, CAN shall provide:

3.01 – access to an online software platform (the “Platform”) that enables a member to: (i) view investment opportunities in private companies affiliated with the global University of Miami community, (ii) obtain information and ask questions regarding such investment

opportunities, (iii) collaborate with other members in evaluating investment opportunities, and (iv) express interest in investment in such opportunities based on a member’s independent investment decisions;

3.02 – the ability to express interest in investments facilitated by the Platform; provided that, in the event that an investment is oversubscribed, CAN will determine an appropriate process for making allocations on a case-by-case basis;

3.03 – means to communicate and network with other members; and

3.04 – from time to time, invitations to CAN events, which may include opportunities to view company presentations and interact with other members.

4. Member Application and Termination

4.01 – Types of Members: Members may be individual investors ("Individual Members,") or a group of investors organized as a separate entity ("Institutional Members"). All members, whether Individual or Institutional, must meet the following requirements listed below.

4.02 – Affiliation with ’Canes: Each member must be affiliated with the global University of Miami community in some way. ’Canes affiliation include: an alumnus; a current or former student; a parent of a student or alumnus; a current or former faculty or staff member; a donor; or an employee, administrator or member of the Board of Trustees or Citizens Board of University of Miami. While not all investors of an Institutional Member must be University of Miami affiliated, each Institutional Member must have at least one investor or manager from their group who is University of Miami affiliated. An Institutional Member shall designate one of its members, who must be University of Miami affiliated, who shall act as the point of contact between the Institutional Member and CAN and shall be the only person from that Institutional Member who shall have access to the Platform.

4.03 – Membership Application and Survey: Each member must complete an application for membership (“Membership Application”) and must annually complete a membership survey provided by CAN (“Membership Survey”). Both the Membership Application and Membership Survey shall include an accredited investor certification. Institutional Members must independently verify that each of its investors is accredited.

4.04 – Application Review & Approval: The CAN Steering Committee will review each Membership Application and shall provide the Member with an electronic written response within thirty (30) days of submission of a complete Membership Application. If the CAN Steering Committee does not provide a response within this thirty (30) day period, the Membership Application has been declined.

4.05 – Annual Dues Payment: Membership in CAN requires full payment of the annual membership dues (“Annual Dues”), which a member must pay immediately upon acceptance by credit card payment.

4.06 – Discretionary Membership; Termination: Membership is at the discretion of CAN’s Steering Committee and is subject to annual renewal, non-renewal, revocation, or termination. Should the Steering Committee deem termination or non-renewal of any membership advisable, such member shall be notified in writing and the member given thirty (30) days (the “Termination Notice Period”) to submit a written response to the Steering Committee. The Steering Committee shall consider, in its unfettered discretion, the member’s written response (if any) and provide a final determination within sixty (60) days of the Steering Committee’s receipt of the member’s response. The decision of the Steering Committee shall be final and not subject to appeal. If the member does not submit a written response to the Steering Committee within the Termination Notice Period, membership shall be deemed automatically terminated at the expiration of the Termination Notice Period. In the event of termination, the member shall forfeit any Annual Dues paid.

4.07 – Assent to Membership Agreement Amendments: The CAN Steering Committee may from time to time amend the terms of this Membership Agreement, and

shall so notify all members in writing. In the event that the terms of this Membership Agreement are amended for any reason, any member may elect to opt out of the new Membership Agreement within thirty (30) days of receiving notice that the terms of the Membership Agreement have changed. Failure to opt out of the new Membership Agreement shall constitute assent to the revised agreement.



4.09 – Opt-Out of New Membership Agreement Amendments: In the event that a member elects to opt out of the new Membership Agreement the member will no longer be permitted to participate in future investments through CAN. Upon written permission of the Steering Committee, the member may be allowed to retain some benefits associated with membership for a limited period of time; provided that, the member shall remain subject to his or her obligations under the pre-amendment Membership Agreement and the provisions of Sections 7, 8 and 9 of the pre-amendment Membership Agreement. If a member elects to opt out of a revised Membership Agreement, the member shall forfeit any Annual Dues paid.

5. Accredited Investor Status

5.01 – Accredited Investor Status: By submitting a Membership Application and/or signing this Membership Agreement, an applicant certifies that she/he is an “accredited investor,” as that term is defined below. Institutional Members must verify that each of their investors is accredited as defined below.

5.02 – Definition of Accredited Investor: Under Rule 501 of the U.S. Securities and Exchange Commission (the “SEC”), “accredited investor” is defined as (i) “Any natural person whose individual net worth or joint net worth with that person’s spouse at the time of his purchase exceeds $1,000,000,” (ii) “Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of [the two most recent years] and

has a reasonable expectation of reaching the same income level in the current year,” or (iii) “Any entity in which all of the equity owners are accredited investors.”

5.02 – Failure to Qualify as an Accredited Investor: In the event that a member fails to qualify as an accredited investor under Rule 501 at any point during his or her membership, the member shall notify the Steering Committee within 15 days of such non-qualification. The Steering Committee, at its sole discretion, may allow the member to maintain membership; HOWEVER, THE MEMBER WILL NOT BE PERMITTED TO PARTICIPATE IN ANY CAN INVESTMENT OPPORTUNITIES IF THE MEMBER FAILS TO QUALIFY AS AN ACCREDITED INVESTOR UNDER RULE 501.

6. Membership Undertakings

Each member shall:

6.01 – Timely pay the Annual Dues set by CAN, which initially will be set at $2,500 for Individual Members and $5,000 for each of an Institutional Member's investors and managers, subject to a cap at the discretion of the Steering Committee. If a member represents a corporation without individual investors, then their Annual Dues will be initially set by the Steering Committee. These Annual Dues may be modified from time to time upon notice to the members;

6.02 – Conduct himself/herself in a professional manner at all times; and

6.03 – Provide accurate and complete responses to information requests from CAN.

7. Disclaimer

7.01 – CAN Provides No Advice to Investors: Neither University of Miami, CAN nor any of their trustees, officers, employees, students, members, representatives, sponsors or agents (each, a “ ’Canes Party”) are responsible or liable for any investment decision made by any CAN member. CAN is not a venture fund, investment bank, broker-dealer, investment clearinghouse, investment portal, investment advisor, tax, accounting or financial advisor, and CAN is not registered with the U.S. Securities and Exchange Commission or any state securities commission. Rather, CAN is a forum in which members may discuss various aspects of investment and business, as well as be introduced to companies for possible investment. CAN does not provide advice, recommendation, or any other indication of appropriateness or inappropriateness of a particular investment. CAN does not endorse any investment opportunity, makes no independent investigation to verify information provided by companies submitting to CAN for presentation or otherwise, and makes no representation or warranty regarding the same. 

7.02 – Investment Risk: Each member is responsible for his/her own independent investment decisions. All investments in entrepreneurial companies involve a high degree of risk, and investors must be able to bear the risk of complete financial loss.

7.03 – Reliance on Information: Whether and how to use any information or knowledge gained through CAN is each member’s individual and personal choice. No ’Canes Party gives investment guidance, nor shall any ’Canes Party be responsible for a member’s use of such information for the purpose of making any investment. All members recognize and acknowledge that students may undertake some CAN work.

7.04 – Diligence: Each member shall have full responsibility to conduct due diligence and evaluate the terms of any investment the member elects to make through CAN. CAN makes no representations or warranties regarding any CAN-affiliated investment opportunity. Each member expressly agrees that any educational, analytical, or facilitation activities that may be undertaken by any ’Canes Party will be provided only for the convenience of the member.

7.05 – Participation Rights: CAN membership does not create any right to participate in any particular investment opportunity. CAN has no authority or responsibility to accept or reject an investment by any member. Any company, in its sole discretion, may accept or reject a potential investor, based on the company’s sole discretion and judgment as to which investors best meet its needs and subject to other provisions or restrictions that such company may require, such as minimum investment requirements and maximum investment limits. Companies may accept other investors who are not CAN members.

7.06 – Liability: In no event shall any ’Canes Party be liable under this Membership Agreement to any member or any third party for consequential, incidental, indirect, exemplary, special, punitive or other damages, including any damages related to investment activity whether or not such damages were proximate or foreseeable. Notwithstanding anything herein to the contrary, in the event that any ’Canes Party is determined to be liable to any member or third party for any reason, the member agrees that the aggregate liability of all ’Canes Parties shall not exceed the Annual Dues paid by the member during the calendar year in which any such liability occurred.

7.07 – Cause of Action: Except in the case of fraud (which shall be interpreted to include the element of scienter), no member shall have any cause of action, and each member hereby irrevocably waives any cause of action that such member may have, known or unknown, now or in the future, against any ’Canes Party relating to such ’Canes Party’s CAN-related activities, information sharing, company investment presentation, or any actions taken by other members of CAN or the ’Canes global community which are related to CAN or the activities contemplated by this Membership Agreement.

8. Confidentiality

8.01 – Confidentiality: Members may receive confidential information about the business affairs, products or services, intellectual property, trade secrets, third-party confidential information, or other sensitive aspects of companies considered for investment (collectively “Confidential Information”). Confidential Information expressly includes any and all reports, analyses, summaries and other information and materials provided to a Member by CAN and the fact that a company has expressed an interest in, and may be seeking, investment from CAN or other investors. Confidential Information shall not include information that is: (i) publicly available at the time of disclosure or

subsequently becomes available without violation of an obligation of confidentiality, (ii) expressly non-confidential, (iii) known by the member before a disclosure, or (iv) developed by the member independently.

8.02 – No Disclosure: No member shall disclose or use Confidential Information for any purpose other than CAN investment activity, which activity may include conferring with a

member’s investment advisors, or other Members, but such activity does not include communicating with any investor who is not a Member unless CAN has given prior written or electronic approval of such communication. Each member will use the same degree of care, but no less than a reasonable degree of care, as the member uses with respect to its own information of a similar nature to protect the Confidential Information and to prevent: (a) any use of Confidential Information in violation of this Agreement; and/or (b) any communication of Confidential Information to any unauthorized third party. Upon the Steering Committee’s request, a member will promptly return or destroy all copies of Confidential Information (including all notes, summaries and abstracts thereof) and certify to CAN that such Confidential Information has been returned or destroyed.

8.03 – Permitted Disclosure: Members may only disclose Confidential Information as set forth above or pursuant to applicable federal, state or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction.

8.04 – Member Information: Members shall not disclose any information on other members without the express consent of such members.

8.05 – No Solicitation: No Member shall directly or indirectly solicit any other Member or any potential portfolio company, or attempt to induce any other Member or any potential portfolio company, to purchase goods or services from such Member, to hire or retain such Member as an employee, consultant or advisor, or to provide equity, debt or other investment to any affiliate of such Member.

9. General

9.01 – Assignment: This Membership Agreement is binding and for the benefit of CAN and its members only. A member may not assign his or her rights under this Membership Agreement to any other party.

9.02 – Jurisdiction: This Membership Agreement and all related documents, including any and all exhibits attached hereto, are governed by, and construed in accordance with, the laws of the State of Florida excluding its conflicts of law principles. Subject to the provisions of Section 9.03, each member irrevocably and unconditionally agrees that she/he will not commence any action, litigation, or proceeding of any kind whatsoever against any other party in any way arising from or relating to this Membership Agreement in any forum other than the United States District Court for the Southern District of Florida or the Eleventh Judicial Circuit Court in Miami-Dade County, Florida. Each member hereby consents to the personal jurisdiction of such courts and waives, and agrees not to plead or to make, any claim that any such action or proceeding brought in such courts has been brought in an improper or inconvenient forum.

9.03 – Mandatory Arbitration: All claims and disputes arising under or relating to this Membership Agreement are to be settled by binding arbitration in Miami-Dade County, Florida. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of

costs, expenses, and reasonable attorney’s fees. Any award declared during arbitration may be confirmed in a court of competent jurisdiction.

9.04 – Entire Agreement: This Membership Agreement, together with any side letters or agreements entered into by CAN as contemplated by Section 9.11, constitutes the sole and entire agreement of the parties with respect to the subject matter hereto and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter. No party may rely on any statement, representation, warranty or agreement of the other party or of any other person acting on such party’s behalf, including any representations, warranties, or agreements arising from statute or otherwise in law, except for the representations, warranties, or agreements expressly contained in this Membership Agreement, or in any side letters or agreements entered into by CAN as contemplated by Section 9.11.

9.05 – Electronic Signatures: Each member agrees that the electronic signature, whether digital or encrypted, of the member and of an authorized representative of CAN included in this Membership Agreement is intended to authenticate this writing and to have the same force and effect as a manual signature. “Electronic signature” means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures.

9.06 – Notice: Members and CAN shall deliver all notices, requests, consents, claims, demands, waivers and other communications under this Membership Agreement in writing and addressed to the other party at the address set forth in the online investment portal used by CAN. CAN shall deliver all notices by email, facsimile, postal mail or personal delivery to the member’s address as specified in the Membership Application.

9.07 – No Waiver: No waiver by either CAN or any member of any breach by the other of any condition or provision of this Membership Agreement with regard to any other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by any party in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power or privilege. No waiver under this Membership Agreement is effective unless it is in writing, identified as a waiver to this Membership Agreement and signed by an authorized representative of the party waiving its right.

9.08 – Counterpart: This Membership Agreement may be executed in one or more counterparts, each of which is an original, and all of which together constitute only one agreement between the parties. The signatures of all the parties do not need to be on

the same counterpart to be effective. Delivery of an executed counterpart by any means has the same effect as delivery of an executed original of this Membership Agreement.

9.09 – No Third Party Beneficiary: This Membership Agreement is not intended to benefit any third party and does not confer any rights or remedies to any person or entity other than the parties to this Membership Agreement.

9.10 – Severability: If any term or provision of this Membership Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Membership Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

9.11 – Side Letters: CAN may, without any further act, approval or vote of any Member, enter into side letters or other agreements with one or more Members that have the effect of establishing rights under, or altering or supplementing, the terms of, this Membership Agreement, and any rights established or any terms of this Membership Agreement altered or supplemented in a side letter with a Member shall govern solely with respect to such Member notwithstanding any other provision of this Agreement; provided, that no such side letter or other agreement shall adversely affect the rights of any other Member hereunder.