TERMS OF THIS AGREEMENT

1. GENERAL; DOCUMENTS INCORPORATED BY REFERENCE INTO THIS AGREEMENT

This Agreement between you and ROING Inc. sets forth the terms and conditions for your access to the Site and your use of the information, features, products, services and tools on the Site (the "Services"). If you participate in a Reg D Offering, this Agreement is also between you and ROING Advisors. If you participate in a Reg CF Offering, this Agreement is also between you and ROING Portal. If you participate in a ECSP offering, this Agreement is also between you and ROING EU. For ease of reference, when ROING Inc., ROING Advisors, ROING Portal, and ROING EU are referred to together in this Agreement, they are referred to as "ROING," "we," or "us."

This Agreement incorporates by reference the Terms of Service. You represent that you have read the Terms of Service and agree that the Terms of Service govern your use of the Site and the Services (as those terms are defined in the Terms of Service). Capitalized terms used in this Agreement that are not otherwise defined herein have the meaning given to them in the Terms of Service.

This Agreement should be read carefully before using any Services or continuing to access the Site. By using the Site in any manner, including but not limited to visiting or browsing the Site, you agree and consent to, and you agree to be bound by, the Terms of Service, this Agreement, the Privacy Policy, and all other operating agreements, rules, policies and procedures that may be published by ROING from time to time on the Site, each of which is incorporated by reference and each of which may be updated by ROING from time to time without notice to you.

Your use of the Site is governed by the version of this Agreement in effect on the date of use. We may modify these terms and conditions at any time and without prior notice, and you agree to be bound by this Agreement as so modified. It is your responsibility to visit the link accessible on the Site home page periodically to review the most current terms and conditions of this Agreement for changes. You acknowledge that by accessing the Site after we have made changes to this Agreement, you are agreeing to the terms and conditions of this Agreement as modified.

The terms and provisions of the following agreements and other documents are incorporated into this Agreement by reference, to the extent applicable to a given Offering:

1. The Site’s Terms of Service;
2. The information on the Site about the particular Startup (such information, the "Startup Information");
3. The ROING Disclosure Statement, which sets forth general information about venture investments made through the ROING Site;
4. The Indication of Interest and Subscription Agreement (together, the "Subscription Agreement") or Investment Contract, as applicable, submitted by you with respect to a particular Offering (if applicable);
5. The terms of each Offering (the "Offering Terms") in which you invest, as provided to you and set forth in the applicable documents;
6. For a Reg D Offering that makes use of an SPV, this will include: (i) the WeFund Terms, which sets forth certain specific terms of the relevant WeFund; (ii) the applicable Series Appendix, an appendix to the LLC Agreement (as defined below), which sets forth certain terms of the relevant WeFund; and (iii) the LLC Agreement, which sets forth other terms applicable to each WeFund;
7. For a Reg CF Offering, this will include: (i) the Startup’s Form C; and (ii) the Startup’s ROING Portal profile;
8. For a Reg A+ Offering, this will include the Startup’s offering circular (the “Offering Circular”);
9. For an ECSP Offering, this will include: (i) the Startup’s Key Investment Information Sheet (“KIIS”); and (ii) the Startup’s ROING Portal profile; and
10. Any other information provided to you with respect to an Offering or the Site via the Site.

You should carefully read each of the above documents, to the extent relevant to the given offering, before subscribing to that Offering. You alone are responsible for ensuring that you are aware of all of the terms of this Agreement and your rights and responsibilities under it. You may have additional agreements with ROING, and you are responsible for understanding the content of those agreements.

2. AGREEMENTS WITH RESPECT TO THE SITE AND ALL OFFERINGS

2.1 GENERAL ACKNOWLEDGMENTS

You understand and acknowledge that ROING is not responsible for any content on the Site provided by any third parties, including Startups, and any service providers or other third parties, or any content provided to you in connection with your use of the Site even if that information is distributed to you on behalf of a third party by ROING, and is not liable for any type of loss or damage associated with your use of the Site.

You acknowledge that nothing on the Site constitutes an endorsement, a recommendation to buy securities or any other type of investment advice to you by ROING, and any investment risk is solely your own. You are not a client of ROING or any of its affiliates.

You acknowledge that ROING does not independently verify information regarding Startups (although ROING Portal and ROING EU do conduct some diligence on information provided by Startups as required by Reg CF and ECSP) or endorse any Startup for direct or indirect investment, and that information on the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You agree to abide by this and other agreements between you and ROING and service providers that govern or relate to your use of the Site or the services available on the Site.

You understand that the Site offers different types of Offerings for investment, each of which operate under different regulatory regimes and requirements, and that each type of Offerings may have its own unique risks and levels of regulatory involvement.

You acknowledge that you have been provided access to additional sources of information regarding your investment in the Startup, including the information that is incorporated into this Agreement by reference, such as the Startup Information, the Subscription Agreement, the Offering Terms, and the Disclosure Statement, as applicable.

2.2 CONFLICTS OF INTEREST ASSOCIATED WITH ALL OFFERINGS

2.2.1 General

The Site includes Offerings facilitated by ROING, Inc., ROING Advisors, ROING Portal, ROING EU, and Third Party Funding Portals. Each of these parties has divergent interests and duties or responsibilities with respect to Members that invest in the Offerings they sponsor. ROING Advisors, ROING, Inc., ROING Portal, and ROING EU share members, managers, officers and/or employees that may perform services for various Offerings simultaneously. Each of these persons may take actions in the performance of their duties to their other clients that could differ from the timing and nature of action taken with respect to you or a Startup or WeFund in which you invest.

2.2.2 Members in Different Offerings May Invest in the Same Startup

A Startup may engage in a Fundraising (as defined below) on the Site with respect to multiple types of Offerings at the same time or sequentially over time. A conflict of interest may arise when ROING Advisors determines to sponsor a Reg D Offering with respect to a Startup that has engaged in, is currently engaged in, or will in the future engage in, a Reg CF Offering, ECSP Offering, or Reg A+ Offering on the Site. In this event, ROING Advisors will negotiate the terms of the investment in the Startup by the WeFund (as defined below), and in doing so it will not take into account the interests of Members that have or may invest in the Startup through other Offerings, and the interests of the WeFund, on the one hand, and the interests of Members that have or may invest in the Startup through other Offerings, on the other, may be opposed. Further, in the event of a bankruptcy of a Startup, ROING Advisors will act in the interests of the WeFund only and without regard to any Members that may have invested in the Startup through the Site in another Offering.

2.2.3 Different Fee Structures Associated with Different Offerings

ROING, Inc., ROING Advisors, ROING Portal, and ROING EU will devote the time reasonably required to facilitate their respective Offerings. However, because ROING, Inc., ROING Advisors, ROING Portal, and ROING EU each charge different fees with respect to their respective Offerings, and they each share officers and employees, this may create an incentive for their shared employees to favor and spend more time and effort with respect to Offerings that may result in higher fees.

2.3 RISKS GENERALLY ASSOCIATED WITH ALL OFFERINGS

You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests through an Offering. You should also carefully consider the following risks prior to investing through an Offering:

2.3.1 Significant Risk of Loss; Not a Complete Investment Program

An investment in a Startup involves significant risks, only some of which are described in this Agreement, and is suitable only for investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who otherwise meet the conditions for eligibility set forth in this Agreement. A direct or indirect investment in a Startup is not intended as a complete or diversified investment program and should represent only a small portion of a potential investor’s investment portfolio.

2.3.2 Startups Are Early Stage Venture Companies with High Risk of Failure

Startups are early stage venture companies. Venture investments involve a high degree of risk and many or most venture company investments lose money and fail at a particularly high rate. You may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.

2.3.3 Lack of Operational Record

Each Startup will have limited or no operational record.

2.3.4 Limitation on Liability; Indemnification

This Agreement, including the Terms of Service and the Subscription Agreement, limit the liability of ROING, and provide for indemnification in certain circumstances.

2.4 PRIVACY

ROING maintains a Privacy Policy, which is available on the Site and incorporated into this Agreement.

2.5 USE OF NAME

You consent to the disclosure by ROING of your name (or, if you are acting on behalf of a company or entity, the name of such entity) on the Site. Without limiting such consent, or any other lawful use of your name by ROING, you specifically consent to disclosure by ROING to potential investors in a Fundraising that you have submitted a Subscription Agreement with respect to that Fundraising, and to disclosure by ROING to any Startup or Member, or combination of Startups or Members, that you have invested in one or more Startups or WeFunds through the Site, and the number of such investments. You may withdraw this consent at any time by contacting ROING.

2.6 ELECTRONIC COMMUNICATIONS

ROING requires that you consent to delivery of all communications via electronic communications. Please see the Electronic Consent that is available on the Site and incorporated into this Agreement.

3 AGREEMENTS WITH RESPECT TO REG D OFFERINGS

3.1 GENERAL ACKNOWLEDGMENTS

You understand and acknowledge that any investment you make in a Reg D Offering on the Site will be made in a WeFund (as defined below) managed by ROING Advisors and not directly in any Startup on the Site and that ROING Advisors may receive compensation based on the returns of investments held by a WeFund, and that the returns of your investment in a WeFund, if any, will be reduced by such compensation paid to ROING Advisors.

You understand and acknowledge that once you choose to invest in a Startup through a WeFund, ROING Advisors, and not you, will make all decisions with respect to your investment, including, but not limited to, decisions concerning the disposition of your investment.

3.2 INVESTOR REPRESENTATIONS

You represent and warrant to ROING Advisors that the answers you provided to the questions you answered when creating a ROING account and on the Settings page of the Site (together, the "Investor Certification") are correct and complete and may be relied upon by ROING Advisors and its affiliates in determining whether you are eligible to invest in Offerings that are listed on the Site.

You understand and acknowledge that certain offerings on the Site are available only to investors located in certain jurisdictions. You represent and warrant to ROING that the address you provided in your Investor Certification is a true and accurate representation of your location of residence. You agree that in the event your residence changes, you will promptly update your address on the Settings page of the Site.

You represent that you are using the Site with the intent to make any potential investments for yourself or your institution, and not with the view to sell or otherwise distribute your investment in a WeFund. You agree if any event occurs or circumstance arises that materially adversely affects your annual income or net worth, or causes any other statement made in your Investor Certification to become untrue or misleading in any material respect, then prior to investing in WeFunds through the Site you will complete a new Investor Certification to determine if you are still eligible to invest in WeFunds listed on the Site. You acknowledge that WeFunds in which you invest may rely, and that ROING Advisors, Startups, and their principals, affiliates, and other parties may rely, on the information you have provided in your Investor Certification to determine if you are eligible to invest in WeFunds. You represent that you have read and understand the risks contained in the Startup Information.

3.3 CHOOSING AND MAKING INVESTMENTS

3.3.1 Services of ROING Advisors with Respect to Reg D Offerings

ROING Advisors is an investment adviser to pooled investment vehicles engaged in Reg D Offerings, each of which is a series of WeFunds, LLC or ROING Portfolio, LLC (referred to as the "LLCs"), that invest in the Startups described on the Site (each such series, a "WeFund"). ROING Portal is not involved in any way in the portions of the Site through which Reg D Offerings are made or with any WeFunds. Members of the Site may invest in a WeFund, but Members are not clients of any ROING entity. Although ROING, Inc. and its affiliate ROING Advisors evaluate potential Startups and determine which Startups will be available as potential investments for WeFunds on the Site, you acknowledge and agree that this evaluation does not constitute an endorsement of any particular Startup or a recommendation that Members invest in any particular Startup, and does not establish an advisory relationship between you and ROING.

ROING, Inc. performs a limited review of the information provided by each Startup to determine whether it is appropriate for inclusion on the Site; the information reviewed includes information regarding a Startup’s Founders, business plan, and its current and anticipated resources. This review is not intended to verify any information provided by the Startups regarding their operations, assess the likelihood that a Startup will succeed or generate investment returns, or otherwise inform or influence any investment decisions by investors. Neither ROING, Inc. nor ROING Advisors performs any separate due diligence on the Startups either before or after a WeFund invests in them.

You acknowledge that as a Member of the Site, you are not a client of or in an investment advisory relationship with ROING Advisors.

You also acknowledge that none of ROING Advisors or its affiliates advises Members on the merits of a particular investment or transaction or provide legal, tax, or transactional advisory services to Members. The information, materials and services made available on the Site do not constitute a recommendation, endorsement, or any other form of investment advice to Members by ROING Advisors or its affiliates to buy or sell any securities or other financial instruments. ROING Advisors does not provide any legal, tax, investment, financial or other advice to Members. The content of the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You expressly agree that the information, materials and services made available on the Site are not a substitute for the exercise of independent judgment and expertise. You should always seek the assistance of a professional for advice on investments, tax, the law, or other similar matters.

3.3.2 Investments in WeFunds

In Reg D Offerings, ROING Advisors provides Startups an opportunity to raise funds by allowing Members to invest in Startups seeking capital from accredited investors. Members invest in a WeFund that, in turn, invests in a Startup (each such opportunity, a "Fundraising"). If you decide to invest in a WeFund, the WeFund will invest in securities issued by the particular Startup engaged in the Fundraising. The terms of the WeFund’s investment in the Startup will be negotiated between ROING Advisors, on behalf of the WeFund, and the Startup. The terms of your investment in the WeFund will be governed by the Subscription Agreement between you and the WeFund, pursuant to which you will make certain representations to the WeFund and ROING. ROING Advisors may reject your investment in a WeFund for any reason or for no reason in its discretion. Information regarding the terms of a WeFund’s investment in a Startup will be made available on the Site, and together with the Terms of Service, this Agreement, and the Subscription Agreement will govern your investment in a WeFund.

Once you complete and submit a Subscription Agreement, you will be asked to transfer funds from your bank account into a bank account maintained at a third party service provider ("Third Party Service Provider"). You agree to comply with the terms of the Subscription Agreement and to provide all funds required to complete the transaction promptly. If you do not submit funds at the time that you submit your Subscription Agreement, your investment in the WeFund may not be processed. If your investment is rejected, your funds will be returned to you without interest.

Your investment into a WeFund will be processed only if a predetermined minimum amount of funds are raised from Members on the Site, either in the aggregate or for investment in the WeFund, during the Fundraising (the "Funding Target"). The Funding Target is established by agreement between ROING Inc., ROING Advisors, and the Startup raising funds on the Site. No funds designated for investment in a WeFund will be invested in the WeFund until and unless the Funding Target is reached. If the Funding Target is not reached, your funds will be returned to you without interest. ROING Advisors may close the Fundraising at any time after the Funding Target has been reached, and may consult with the Startup to determine whether, and for how long, the Fundraising will remain open. ROING Advisors may also enter into an agreement with a Startup to close a Fundraising once a certain amount of funds have been raised in the Fundraising, either through a WeFund or in the aggregate, including direct investments (the "Maximum Amount"), or after the Fundraising has been open for a predetermined period of time. If the value of the funds raised from Members in a Fundraising exceeds the Maximum Amount, the amounts in excess of the Maximum Amount will be returned to investors without interest in a manner determined by ROING Advisors in its sole discretion. You will receive notice from ROING Advisors when a WeFund for which you have submitted a Subscription Agreement has closed, and whether your subscription in the WeFund will be processed. After issuance of the notice and prior to the closing, you will be required to confirm the information in your Subscription Agreement. Upon closing, each investor who becomes an investor in a WeFund will be deemed to have again entered into the Subscription Agreement, including (without limitation) to have agreed to each representation therein.

You may revoke your subscription into the WeFund during the Fundraising by providing notice to ROING Advisors as provided on the Site. You may also revoke your subscription into the WeFund for an additional 48 hours after receiving notice that a Fundraising has closed. 48 hours after you have received notice that a Fundraising has closed, or at any time thereafter, at ROING Advisors’ discretion, your investment in a WeFund will be processed. None of ROING Advisors or any affiliate of ROING will take physical custody of your funds.

You acknowledge that none of ROING Advisors, any WeFund, any of their affiliates, or any third party has represented to you that securities of any WeFund or Startup are being sold on an "all or none" basis. You acknowledge that, if the Funding Target is not reached, your funds will be returned to you without interest.

3.3.3 Limitation on Subscriptions

ROING Advisors may, in its sole discretion: (a) refuse to permit any person to invest in a WeFund or in the LLCs, or may limit the amount a person may invest in any WeFund or the LLCs; and (b) compulsorily redeem an investor’s interest in one or more WeFunds, in whole or in part, on terms that the ROING Advisors determines are reasonable. You acknowledge that no WeFund for which you submit a Subscription Agreement has any obligation to accept your investment, and that any fraction of the investment amount stated on your Subscription Agreement may be accepted, or your subscription may be rejected entirely, for any reason. You acknowledge and agree that, in the event that only a portion of the investment amount stated in your Subscription Agreement is accepted, such Subscription Agreement will be treated for all purposes as a Subscription Agreement to invest the amount ultimately accepted. If you submitted funds in excess of the investment amount accepted, the excess funds will be returned to you without interest in a manner determined in the sole discretion of the WeFund.

3.3.4 Direct Investments in Startups

It is possible that you may be invited by a Startup or one of its Founders to invest directly in the securities of a Startup rather than through WeFund. In this case, you will indicate on the Site that you intend to invest in the particular Startup, and ROING Advisors or its affiliate will provide your information, including the information you provided in the Investor Certification and your intended investment amount, to the Startup upon the closing of the Fundraising. You may withdraw your indication of interest to invest in the Startup at any time during the Fundraising. Although ROING Advisors may disclose to the Startup, or on the Site, that you have indicated an interest in investing in the Startup, ROING Advisors will not supply your information to the Startup upon the close of the Fundraising if you have withdrawn the indication.

Your direct investment in the Startup will not be managed or supervised by ROING Advisors or any of its affiliates in any respect. Any transaction in the securities of a Startup will be negotiated and effected directly between you and the Startup. None of ROING Advisors, its affiliates, or any third party service provider will collect or hold funds for investment in the Startup in a direct investment, and the sole involvement of ROING Advisors or its affiliates with respect to such offerings will be (1) hosting of the Startup Information on the Site; (2) disclosure to the Startup of a Member’s indication of interest to invest directly in the Startup, and (3) the provision of information regarding the Member to the Startup.

3.4 INFORMATION REGARDING WEFUNDS

3.4.1 Venture Capital Fund Structure

Each WeFund is a venture capital fund. Each WeFund is a series of one of the LLCs. Each WeFund is treated as a separate and distinct venture capital fund with its own assets and liabilities. ROING Advisors will implement a venture capital strategy in pursuing its investment objective, which is to invest substantially all of its assets in securities issued by a privately-held Startup. The investment objective of each WeFund is to seek investment returns through investments in the Startup.

3.4.2 WeFunds’ Investment Process

After a Fundraising closes and the aggregate investment amount for the WeFund has been established, all investments in the WeFund will be processed, and the WeFund will begin operations. At the launch of the WeFund, the WeFund will acquire securities of one or more Startups through privately negotiated transactions directly with the Startup. Each WeFund’s investment program generally involves: (i) the investment of substantially all WeFund assets (except for funds reserved for administrative expenses) in securities of one or more Startups, (ii) holding such securities until (a) they are redeemed by the Startup in accordance with their terms, (b) they come due and are paid by the Startup in accordance with their terms, or (c) ROING Advisors identifies an opportunity to dispose of securities owned by the WeFund, which may include sales in a secondary market transaction, resale of the securities back to the Startup, or an offer or sale of securities of the Startup to the public or to other affiliated or third-party investors (a "Liquidity Event") and (iii) distribution of funds paid by the Startup, or of securities or proceeds from a cash sale or other Liquidity Event. ROING Advisors will generally seek to identify Liquidity Events that maximize the total return to investors.

In managing a WeFund, ROING Advisors may exercise management rights negotiated with a Startup on behalf of a WeFund as set forth in the agreement between the Startup and the WeFund. In addition, subject to the terms of the agreement between the WeFund and the Startup and any applicable laws, ROING Advisors, in its sole discretion, may, without limitation: (i) exercise any voting rights associated with securities of the Startup; (ii) exercise conversion or other rights associated with securities of the Startup; (iii) decide when and on what terms to dispose of securities owned by the WeFund, which may include sales in a secondary market transaction, resale of the securities back to the Startup, or an offer or sale of securities of the Startup to the public or to other affiliated or third-party investors; (iv) decide whether to participate in any tender offer offered by the Startup; (v) decide when to dissolve the WeFund, and administer such dissolution; and (vi) decide whether the WeFund should distribute cash and/or securities to investors.

In addition to securities of a Startup, a WeFund may also hold cash or short-term investments. A WeFund will not borrow for investment purposes.

3.4.3 Limitation of Liability and Indemnification

The Terms of Service, this Agreement, and the Subscription Agreement limit the liability of ROING Advisors and/or its affiliates, and provide for indemnification in certain circumstances. You acknowledge that ROING Advisors, and any of its affiliates, or any member, manager or employee thereof, shall not be liable in connection with any information or omission of information contained in materials prepared or supplied by a Startup or developed in reliance on information provided by a Startup. You acknowledge that such materials may include, but are not limited to, information available through the Site, and materials distributed to investors by ROING Advisors or an affiliate (or member, manager, or employee) thereof. You acknowledge that the information regarding Startups presented on the Site is provided by the Startups and not by ROING Advisors or any of its affiliates. You acknowledge that none of ROING Advisors, its affiliates, or their members, managers, or employees approves or reviews information prepared or supplied by a Startup or otherwise undertakes any due diligence with respect to a Startup and shall not be liable with respect to the past, present, or future performance or non-performance by a Startup of the activities described in such information. You acknowledge that you understand that the information provided by companies on the Site may not be sufficient or suitable to support an informed investment decision.

3.4.4 Management and Administration of a WeFund

If you invest in a WeFund, you will not be a recordholder of securities of the Startup. You may not vote, exercise management rights, or dispose of securities of the Startup.

ROING Advisors, a Delaware limited liability company, is the managing member of each WeFund. ROING Advisors is responsible for carrying out each WeFund’s ordinary affairs, and will appoint appropriate Third Party Service Providers to the WeFund, including investment managers.

ROING Advisors is also the investment manager of the LLCs. ROING Advisors is a venture capital fund adviser that is an exempt reporting adviser that has filed notice of its status as such with the U.S. Securities and Exchange Commission ("SEC"). The sole owner and member of ROING Advisors is ROING, Inc. Pursuant to the terms of the LLC Agreement and/or one or more investment management agreements between the relevant LLC or specific WeFunds and ROING Advisors, ROING Advisors has been delegated primary responsibility for the implementation of each WeFund’s investment program, including but not limited to deciding when and on what terms to dispose of securities owned by the WeFund, when to participate in any tender offer by the Startup, whether and when to dissolve the WeFund, and whether the WeFund should distribute cash and/or securities to investors in the WeFund. The management rights exercised by ROING Advisors may vary on a WeFund-by-WeFund basis.

ROING Advisors may, in its sole discretion, determine whether to offer follow-on and offer other related investment opportunities in a Startup, if such opportunities are made available, to some or all of the investors in a WeFund that previously invested in securities of that Startup or to investors who did not invest in that prior WeFund.

3.4.5 WeFund Expenses

A portion of the money invested in the WeFund may be reserved to pay administrative fees, details of which will be disclosed to you when you invest. These fees may vary on a WeFund-by-WeFund basis and generally include expenses of operating the WeFund and organizational expenses ("Organizational Expenses"). WeFund expenses may include, without limitation, (i) fees and expenses for advisors, including tax advisors, attorneys, auditors and consultants but not ROING Advisors; (ii) all third party costs and expenses incurred in developing, negotiating, structuring, acquiring, or otherwise transacting in investments, including brokerage, third-party finders’ fees, background checks and custodial fees and expenses; (iii) the costs of any litigation, directors’ and officers’ liability or other insurance and indemnification obligations or extraordinary expense or liability relating to the affairs of the WeFund; (iv) expenses for indemnity or contribution; (v) expenses incurred in connection with the collection of amounts due to the WeFund; (vi) the costs of liquidating or dissolving the WeFund; and (vii) any taxes, fees or other governmental charges levied against the WeFund and all expenses incurred in connection with any tax audit, investigation, settlement or review of the WeFund. Organizational Expenses encompass those incurred in connection with (i) the formation and organization of the WeFund, and (ii) the offering of interests in the WeFund, including related travel, accommodation, legal, accounting, consulting, filing, registration, marketing, publishing, selling and printing costs. No administrative fees are paid to ROING, Inc., ROING Advisors, or any of their affiliates or principals, although these entities may be reimbursed by the WeFund for documented WeFund expenses.

For accounting purposes, a WeFund may amortize its Organizational Expenses for up to 60 months. A WeFund will generally limit the amount of Organizational Expenses that are amortized so that the audit opinion issued with respect to its financial statements (if any) will not be qualified. ROING Advisors, or one or more of its affiliates, may, at their sole discretion, pay any such excess Organizational Expenses directly, or they may be expensed by the WeFund in the year in which they are incurred.

The investment returns experienced by investors in WeFunds will be reduced by these expenses, which may have a material effect on such returns. Members that are invited by a Startup or its Founders to invest directly in the Startup on similar terms as a WeFund will not pay similar expenses, and are likely to experience better investment returns as a result.

3.5 ADDITIONAL INFORMATION REGARDING INVESTMENTS IN WEFUNDS

3.5.1 Subscribing for Interests

The WeFund interests offered to Members are securities of each WeFund and not of a Startup. These securities will not be registered under the 1933 Act or the securities laws of any state or any other jurisdiction.

A WeFund will generally set a minimum subscription amount for investment for each Fundraising.

No certificates will be issued for interests in a WeFund. You will, however, receive written confirmation of your holdings.

Each WeFund will establish and maintain on its books a capital account ("Capital Account") for you, which will reflect your investment and certain other transactions.

3.5.2 Investor Eligibility Requirements

In order to invest in a WeFund, you must be (i) an "accredited investor" as defined in Regulation D under the 1933 Act, and (ii) a United States citizen or resident, unless ROING Advisors determines, in its sole discretion, to admit investors that are not United States persons.

3.5.3 Redemption of Interests

You will have no right to redeem your interests in a WeFund, unless permitted by prior written consent of ROING Advisors, in its sole discretion. ROING Advisors may, in its sole discretion, compulsorily redeem your interest, in whole or in part, on terms that ROING Advisors determines are reasonable. There is no secondary market for interests in the WeFund and none is contemplated, and if one were to develop, you could not sell your interests without the prior written consent of ROING Advisors, in its sole discretion. See Section 3.6.6 – "Restrictions on Transfer" below.

3.5.4 Determination of Net Asset Value

ROING Advisors will not calculate or report a net asset value or similar calculation for the WeFund. From time to time, ROING Advisors may calculate an estimated value of WeFund assets when making important investment decisions for the WeFund, but that value will only be one factor ROING Advisors may consider in making its decisions.

3.5.5 Transfer Restrictions

You may not sell, pledge, assign or otherwise transfer any WeFund interest without the prior written consent of ROING Advisors, which may be withheld or conditioned upon the payment of certain fees or transaction costs in ROING Advisors’ discretion. In addition, interests will not be registered under the federal or state securities laws and, therefore, will be subject to restrictions on transfer under those laws.

3.5.6 Distributions

Distributions from a WeFund, if any, generally will result from the WeFund’s receipt of the proceeds from the sale, redemption, or liquidation of the securities of the Startup in which the WeFund has invested. When authorized by ROING Advisors, in its discretion, distributions generally will be made in cash as available, net of fees and expenses and reasonable reserves for future WeFund expenses, but may be made in-kind at ROING Advisors’ discretion. It is not anticipated that distributions will be made until the end of the term of the WeFund. Distributions when declared will be made to investors in proportion to their Capital Account balances and will be subject to performance-based compensation due to ROING Advisor. Each WeFund’s LLC Agreement and WeFund-specific Appendix contains detailed information regarding the terms of the performance-based compensation payable to ROING Advisors.

3.5.7 Reports

After the end of each fiscal year, you will receive a Schedule K-1 (IRS Form 1065) reporting your share of the items of the WeFund’s income, gain, loss and deduction for that fiscal year.

3.5.8 Term

Each WeFund will terminate after the occurrence of a Liquidity Event so that all or substantially all of the WeFund’s investments are converted to cash or publicly-traded securities, unless otherwise terminated in the sole discretion of ROING Advisors. In winding up the WeFund, ROING Advisors has sole discretion to determine if and when to liquidate securities, and investors may lose money depending on the decisions made by ROING Advisors.

3.6 RISKS ASSOCIATED WITH REG D OFFERINGS

You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests in a WeFund. You should also carefully consider the following risks prior to investing in the WeFund:

3.6.1 General

An investment in a WeFund involves significant risks, only some of which are described in this Agreement, and is suitable only for sophisticated investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who meet the conditions for eligibility set forth in this Agreement. An investment in a WeFund is not intended as a complete investment program. There can be no assurance that the investment objective of any WeFund will be met. WeFunds invest in early stage venture companies. Venture investments involve a high degree of risk and many or most venture company investments lose money. You may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.

3.6.2 No Guarantee of Investment Returns

Neither ROING Advisors nor any of its affiliates guarantee the future performance or financial results of any Startup or any WeFund, and an investment in a Startup through a WeFund may result in a gain or loss upon termination or liquidation of your investment.

3.6.3 Limited Financial Information About WeFunds

You will not receive audited financial statements with respect to any WeFund, and you will receive only limited information about each such WeFund and the Startup to which that WeFund relates. You will not receive ongoing information about the value or valuation of the WeFund, the Startup or the securities of the Startup held by the WeFund, and you understand and agree that any such valuation information would in any event be of limited reliability and use.

3.6.4 Privately-Offered Security Risk

Investing in privately offered securities entails a significant degree of risk and, therefore, should be undertaken only by investors capable of evaluating and bearing those risks. Venture company investments, such as those in the Startups, involve a high degree of risk and many or most venture company investments lose money.

3.6.5 Limited Market for Interests in WeFunds and Startup Securities

The interests in WeFunds have not been registered under the 1933 Act or any other law of the United States, or under the securities laws of any state or other jurisdiction. Therefore, interests in WeFunds cannot be resold, pledged, assigned or otherwise disposed of unless they are so registered or an exemption from registration is available. A limited market exists for the sale of a Startup's securities, and the transferability of those securities is generally restricted. In the event that ROING Advisors determines to distribute Startup securities to investors in a WeFund, there may be no market through which the Startup securities may be sold, and even if there were such a market, the transfer of Startup securities may be subject to significant legal and contractual restrictions, including Federal and state securities laws and regulations. Neither ROING Advisors nor any of its affiliates, is under any obligation to register interests in a WeFund on your behalf or to assist you in complying with an exemption from registration under the 1933 Act.

In addition, if a distribution of Startup securities to investors in a WeFund is made prior to the existence of a public market for such securities, the securities distributed would not be registered under Federal securities laws or qualified under any state securities law. Any sale would be required to be made in reliance upon exemptions under those laws. Unless a Startup’s securities are registered with the SEC and any required state authorities, or an appropriate exemption from registration is available, if you receive Startup Securities in a distribution from a WeFund, you may be unable to liquidate those securities, even though your personal financial condition may dictate such liquidation. Moreover, the resale of any Startup securities will generally be subject to Section 4(a)(7) of the 1933 Act or Rule 144 of the 1933 Act. If you intend to sell Startup securities distributed to you by a WeFund, you may be required to aggregate your sales with sales made by other investors for some period of time following the distribution, which may restrict your ability to liquidate the Startup securities. Therefore, if you require liquidity in your investment, you should not invest in a WeFund.

3.6.6 Restrictions on Transfer

Interests in WeFunds generally cannot be traded and cannot be redeemed. Your ability to transfer interests in WeFunds is subject to contractual, legal and regulatory restrictions. Your interest in a WeFund can only be transferred with the prior written authorization of ROING Advisors, which may be withheld in ROING Advisors’ absolute discretion. You may not be able to transfer your interests in a WeFund at the time or at the price you seek to make a transfer of your interests. You typically must hold your interest in a WeFund until a liquidation event has occurred.

3.6.7 No Control Over Management of WeFunds

You will not have any right to manage, influence or control the management or operations of WeFunds. In particular, you will have limited voting rights associated with your interests in a WeFund, but in any event will not have voting powers to direct the management of the Startup. Further, ROING Advisors typically will not obtain representation on the board of directors or have any control over the management of any Startup. The success of any WeFund or Startup investment depends on the ability and success of the management of the Startup, in addition to economic and market factors.

As investment manager of each WeFund, ROING Advisors makes all investment and other decisions for each WeFund, including (without limitation) whether and on what terms to dispose of Startup securities held by a WeFund, whether to exercise any conversion, warrant or similar rights on any Startup securities held by a WeFund, and whether and how to vote on any proxy or other voting matters related to the Startup. Except as required by law, you have no right to remove ROING Advisors from its role with respect to a WeFund. You should not invest in a WeFund unless you are willing to entrust all aspects of the management of the WeFund to ROING Advisors. Any determination as to whether to distribute securities, or sell the securities and distribute cash, will be made by the ROING Advisors, in its sole discretion.

ROING Advisors may, in its sole discretion, determine whether to offer follow-on and other related investment opportunities in a Startup to some or all of the investors in a WeFund that previously invested in securities of that Startup, or to investors who did not invest in that prior WeFund.

3.6.8 No Control Over Startup Future Valuation

Valuations may fluctuate considerably and the price paid for Startup securities by a WeFund may bear limited or no relationship to future valuations of the Startup’s securities in any market that may develop for such securities, whether private or public.

3.6.9 Investor Expenses That May Not Be Incurred through Other Offerings and/or Direct Purchases of a Startup Securities

In general, by purchasing interests in WeFunds through the Site, investors will be charged certain fees that they may not have been charged if making such investments without the use of the Site. Each WeFund will allocate to ROING Advisors performance-based compensation in the form of an incentive allocation, representing a portion of any investment gains realized by the WeFund. In addition, investors are required to pay administrative expenses of the WeFund, which would not otherwise be incurred by an investor making a direct investment in securities of the Startup. Each WeFund may bear all or part of its own organizational, operating and third party expenses, which may be significant in terms of the size and assets of the WeFund. The expenses and incentive allocation will reduce the amount received by investors in each WeFund, and the incentive allocation could give the ROING Advisors an incentive to reject offers to purchase securities held by a WeFund if the purchase price would not be sufficient to generate a significant (or any) incentive allocation.

3.6.10 Expenses Charged to a WeFund

Each WeFund may allocate certain extraordinary fees and expenses under the terms of its governing documents. Such fees and expenses will be allocated among the investors in a WeFund in accordance with terms of the governing documents. Such fees or expenses may reduce, perhaps materially, your return on investment.

3.6.11 Limited Information About Startups

Due to the nature of private companies, there may be limited information—financial, operating or otherwise—regarding each Startup. Any decision to purchase Startup securities indirectly through a WeFund must be made without certainty of the Startup’s financial and operating data. In the context of other investment decisions, such data might be a necessary part of an investor’s appraisal of the advisability of making an indirect investment in the Startup. Investors considering an investment in a WeFund must be aware that there is a risk that: (i) there are facts or circumstances pertaining to a Startup that the public, the WeFund and you are not aware of, and (ii) publicly available information and information on the Site concerning the Startup upon which you and/or the WeFund rely may prove to be inaccurate, and, as a result, you may suffer a partial or complete loss of the investment.

You should read and understand the risk factors contained in the Startup Information before investing in a WeFund. Each Startup is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in a WeFund. Neither ROING Advisors nor any of its affiliates has any ability to assure, and has not in any way assured, that any or all such risk factors, conflicts of interest and other disclosures have been presented fully and fairly, or that all applicable risk factors or conflicts of interests have been presented at all.

3.6.12 No Assurance of Profit Distributions

An investment in interests of a WeFund may not generate profits for you. A return on investment will depend upon successful liquidity of a Startup’s securities and thus, the ultimate value of any investment depends upon factors beyond your or ROING Advisor’s control. You will typically not receive distributions, if any, until a Liquidity Event, which may not occur for many years. You must therefore bear the economic risk of an investment for an indefinite period of time.

3.6.13 Lack of Performance Record

Each WeFund is a newly formed entity with no performance record.

3.6.14 A WeFund Does Not Offer a Complete Investment Program

A WeFund investment is not a complete or diversified investment program and should represent only a small portion of a potential investor's investment portfolio.

3.6.15 Potential Liability to Return Prior Distributions

Under the Delaware Limited Liability Act, members of a series of a limited liability company such as a WeFund may be liable to return prior distributions made to them by a WeFund in the event that such WeFund becomes insolvent subsequent to the date of such distributions.

3.6.16 Possibility of Phantom Income

It is possible that your investment will result in "phantom income," which could require you to pay taxes on your investment even though the WeFund does not distribute any income (or does not distribute sufficient income to pay the taxes).

3.6.17 Lack of Regulatory Oversight Regarding Reg D Offerings and Offering Materials

Offering documents provided by Startups engaging in Reg D Offerings are not required to be reviewed by, and are not reviewed by, the SEC or any other federal or state regulatory body. Neither the interests in WeFunds nor the underlying Startup securities in which WeFunds invest have been registered under the 1933 Act or any other law of the United States, or under the securities laws of any state or other jurisdiction. ROING Advisors is an exempt reporting advisers and therefore is not registered as an investment adviser with the SEC or any state or other jurisdiction.

3.7 CONFLICTS OF INTEREST ASSOCIATED WITH REG D OFFERINGS

3.7.1 General

Generally, ROING Advisors will manage the WeFund and other funds, and its affiliates, members, managers, officers and/or employees will manage other businesses, including, without limitation, those associated with ROING, Inc. and ROING Portal. Each of ROING Advisors, ROING, Inc., ROING Portal and each WeFund are affiliated and related parties. Certain inherent conflicts of interest arise from the activities of ROING Advisors and its affiliates. You should carefully consider the conflicts of interest described in the Terms of Service, this Agreement, and on the Site prior to investing in a WeFund.

ROING Advisors will devote the time reasonably required to manage the WeFund. ROING Advisors and its affiliates, members, managers, officers and/or employees may be engaged in other businesses and activities, including exercising investment advisory and management responsibility and buying, selling or otherwise dealing with investments for their own accounts, for the accounts of family members, and for the accounts of other clients, including with respect to some of the types of investments that ROING Advisors will purchase or sell on behalf of a WeFund.

Each of these persons may give advice and take action in the performance of their duties to their other clients that could differ from the timing and nature of action taken with respect to a WeFund. ROING Advisors will have no obligation to purchase or sell for a WeFund any investment that ROING Advisors or its affiliates, members, managers, officers and/or employees purchase or sell, or recommend for purchase or sale, for its or their own accounts, for the account of any other client. A WeFund will not have any rights of first refusal, co-investment or other rights in respect of the investments made by ROING Advisors and its affiliates for other clients, or in any fees, profits or other income earned or otherwise derived from them. If a determination is made that a WeFund and another client of ROING Advisors should purchase or sell the same investments at the same time, ROING Advisors will allocate these purchases and sales as it considers equitable to each. You will not, by reason of being an investor, have any right to participate in any manner in any profits or income earned or derived by or accruing to ROING Advisors or its affiliates from the conduct of any business (other than the WeFund’s business) or from any transaction in investments effected by ROING Advisors or any of its affiliates for any account other than that of the WeFund.

3.7.2 Performance-Based Compensation Paid to ROING Advisors

ROING Advisors will receive a portion of any returns available for distribution to WeFund investors that exceed the initial aggregate investment in the WeFund. If a WeFund sells or otherwise disposes of Startup securities, ROING Advisors is entitled to receive compensation measured as a portion of the appreciation or net returns on that investment upon a disposition resulting in a distribution of assets to WeFund investors. This incentive allocation could give ROING Advisors an incentive to reject offers to purchase securities held by a WeFund if the purchase price would not be sufficient to generate a significant (or any) incentive allocation. Before you submit a Subscription Agreement for a WeFund, you will receive information regarding the specific terms of the compensation payable to ROING Advisors with respect to the WeFund.

The investment returns experienced by investors in WeFunds will be reduced by any performance-based compensation paid to ROING Advisors, which may have a material effect on such returns. Members that are invited by a Startup or its Founders to invest directly in the Startup on similar terms as a WeFund will not pay any compensation to ROING Advisors, and are likely to experience better investment returns as a result.

3.8 EMPLOYEE BENEFIT PLAN CONSIDERATIONS

3.8.1 General

Individual retirement accounts ("IRAs") are "benefit plan investors," as that term is defined by the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and are permitted to invest in the WeFund. However, it is not expected that the assets of a WeFund will be treated as "plan assets" of such benefit plan investors for purposes of the fiduciary responsibility standards and prohibited transaction restrictions of ERISA and the parallel prohibited transaction excise tax provisions of Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"). Each WeFund will limit investments by IRAs and other benefit plan investors so that such investments constitute less than 25% of the value of WeFund’s assets.

3.9 TAX CONSIDERATIONS

3.9.1 Partnership Taxation

ROING Advisors intends that a WeFund will be classified for federal income tax purposes as a partnership that is not a "publicly traded partnership" treated as a corporation. As a partnership, the WeFund will not be subject to U.S. federal income tax, but you will be required to take into account your distributive share of items of WeFund income, gain, loss and deduction substantially as though you had directly realized such items.

It is not anticipated that any WeFund will provide tax distributions to its investors.

If you are a tax-exempt entity, such as an individual retirement account, generally you will not be subject to U.S. federal income tax on your distributive share of items of income or on gains you recognizes on the sale, exchange or redemption of your interest, unless such items of income or such gain constitute unrelated business taxable income ("UBTI") for you under the Code. A tax-exempt investor of a WeFund may have UBTI if the WeFund engages in borrowing or if that investor incurs debt to acquire its interest. The WeFund will not borrow for investment purposes; accordingly, ROING Advisors does not anticipate that a tax-exempt investor will have UBTI from debt-financed property as a result of its investment in a WeFund unless that investor incurs debt to acquire its interest. Tax-exempt investors should consult their tax advisers about the tax consequences of an investment in a WeFund.

3.9.2 Taxation of Non-United States Investors

The following considerations apply to any investor who is not a United States person as defined in the Code (a "Non-US Investor"). Non-US Investors are allowed to invest in the WeFund only with the permission of ROING Advisors.

In general, a non-US Investor’s allocable share of US-source dividends and certain other types of passive income earned by the WeFund will be subject to US federal withholding tax at a rate of 30% or such lower rate as may be provided under an applicable tax treaty.

A non-US Investor that is not otherwise subject to US taxing jurisdiction will not be subject to US federal income tax on its allocable share of gains of the WeFund so long as the WeFund is not engaged in a trade or business within the United States. The WeFund does not anticipate that its investment activities will cause it to be treated as being engaged in the conduct of a trade or business in the United States. If the WeFund were considered to be engaged in a U.S. trade or business, a non-US Investor would be required to file a U.S. federal income tax return and pay tax on its allocable share of the WeFund’s income that was treated as effectively connected with that U.S. trade or business. In the case of a non-US Investor that is a foreign corporation, an additional 30% branch profits tax might be imposed. In addition, in such event the WeFund would be required to withhold taxes from the income or gain allocable to such non-U.S. Investor. Any amounts so withheld would reduce amounts otherwise distributable to such non-U.S. Investor.

Special rules may apply to a non-US Investor that (1) has an office or other fixed place of business in the United States to which such gain is attributable, (2) is a former citizen or resident of the United States, a controlled foreign corporation, a foreign insurance company that holds interests in connection with its US business, a passive foreign investment company, or a corporation that accumulates earnings to avoid U.S. federal income tax, or (3) is present in the United States for 183 days or more during a taxable year. These persons in particular are urged to consult their U.S. tax advisers before investing in the WeFund.

Non-US Investors may need to provide additional certifications to avoid a 30% U.S. withholding tax that applies to US-source dividends and certain other types of passive income starting after June 30, 2014, and to gross proceeds from the sale after December 31, 2018, of assets producing US-source dividends and interest under recent legislation commonly referred to as the "Foreign Account Tax Compliance Act" or "FATCA."

YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING INTERESTS IN A WE FUND.

4 AGREEMENTS WITH RESPECT TO REG CROWDFUNDING OFFERINGS

4.1 GENERAL ACKNOWLEDGMENTS

You understand and acknowledge that, while ROING Portal will verify such information to the extent such verification is required under applicable law, it may rely on the truthfulness of your representations regarding your income, net worth, and/or your prior participation in Reg CF Offerings in the prior 12 months when determining whether to permit you to participate in a particular Reg CF Offering.

You acknowledge that you are limited in the amount you may invest in offerings under Reg CF over any 12 month period and that, even though ROING Portal will ask you about these investment amounts and store data regarding such amounts on the Site, you alone are responsible for complying with all investment limitations applicable to all such Offerings, both through the Site and not through the Site;

You understand that any investment you make in a Reg CF Offering on the Site will be in a security of the particular Startup ("Startup Securities") or securities of an SPV that subsequently purchases Startup Securities, and that neither ROING Portal nor any of its affiliates will determine the Offering Terms or be involved in the management of the Startup

You represent that you have or you will review the educational materials provided to you on the ROING Portal portion of the Site prior to making each investment in a Reg CF Offering.

4.2 INVESTOR REPRESENTATIONS

You represent and warrant to ROING Portal (or any Third Party Funding Portal as applicable) that the answers you provided to the questions in the Investor Certification page are correct and complete and may be relied upon by ROING Portal or any Third Party Funding Portal (as applicable) in determining whether you are eligible to invest in Offerings that are listed on the Site. You represent that you are using the Site with the intent to make any potential investments for yourself or your institution, and not with the view to sell or otherwise distribute your investment in a Startup. You agree that if any event occurs or circumstance arises that materially adversely affects your annual income or net worth, or causes any other statement made in your Investor Certification to become untrue or misleading in any material respect (including with respect to other investments made by you under Reg CF in the prior 12 months), then prior to investing in Startups through the Site you will complete a new Investor Certification to determine if you are still eligible to invest in Startups listed on the Site. You acknowledge that Startups in which you invest may rely, and that ROING Portal, any Third Party Funding Portal (if applicable) and their principals, affiliates, and other parties may rely, on the information you have provided to ROING Portal or any Third Party Funding Portal in your Investor Certification to determine if you are eligible to invest in Startups. You represent that you have read and understand the risks contained in the Startup Information.

4.3 CHOOSING AND MAKING INVESTMENTS

4.3.1 Services of ROING Portal with Respect to Reg CF Offerings

ROING Portal operates the portions of the Site that present Reg CF Offerings by Startups. Members are not clients of ROING Portal or any Third Party Funding Portal. Although ROING Portal evaluates potential Startups and determines which Startups will be able to engage in Reg CF Offerings on the Site, you acknowledge and agree that this evaluation is limited to certain predetermined, objective criteria and does not constitute an endorsement of any particular Startup or a recommendation that Members invest in any particular Startup, and does not establish an advisory relationship between you and ROING Portal.

For all Startups listed on the ROING Portal Site, ROING Portal performs a limited review of the information provided by each Startup to determine whether it is appropriate for inclusion on the Site (including, among other things, to determine whether ROING Portal has a reasonable basis for believing that the Startup complies with Reg CF). The information reviewed includes all information in the Startup’s profile and in its Form C. This review is not intended to verify any information provided by the Startups regarding their operations, assess the likelihood that a Startup will succeed or generate investment returns, or otherwise inform or influence any investment decisions by investors. Neither ROING Portal nor its affiliates performs any separate due diligence on the Startups. Some of the Startups listed on the ROING Portal Site may have been considered for, but not listed by a Third Party Funding Portal.

You acknowledge that as a Member of the Site, you are not in an investment advisory relationship with ROING Portal.

You also acknowledge that none of ROING Portal, any Third Party Funding Portal, or any of their affiliates advises Members on the merits of a particular investment or transaction or provides legal or transactional advisory services to Members. The information, materials and services made available on the Site do not constitute a recommendation, endorsement, or any other form of investment advice to Members by ROING Portal, any Third Party Funding Portal or their affiliates to buy or sell any securities or other financial instruments. Neither ROING Portal nor any Third Party Funding Portal provides any legal, tax, investment, financial or other advice to Members. The content of the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You expressly agree that the information, materials and services made available on the Site are not a substitute for the exercise of independent judgment and expertise. You should always seek the assistance of a professional for advice on investments, tax, the law, or other similar matters.

4.3.2 Investments in Reg CF Offerings through Startup Securities

In Reg CF Offerings, ROING Portal provides Startups an opportunity to raise funds by allowing Members to invest either (i) directly in Startups seeking capital or (ii) in SPVs (as defined below) which in turn invest in startups (as further described in Section 7 below), from both accredited and non-accredited investors. Startups seeking to raise money through Reg CF are limited to raising a maximum of $5 million through Reg CF Offerings in a single 12 month period, and are subject to certain investment limitations for all investors, as described below in Section 4.3.8 – "Investor Eligibility Requirements."

4.3.3 Limitation on Subscriptions

You acknowledge that no Startup for which you submit an investment contract has any obligation to accept your investment, and that any fraction of the investment amount stated on the investment page of the Site and/or in the investment contract may be accepted, or your investment may be rejected entirely, for any reason. If you submitted funds in excess of the investment amount accepted, the excess funds will be returned to you without interest in a manner determined in the sole discretion of the Startup.

4.3.4 Aggregate Subscriptions

With respect to any Reg CF Offerings in which you invest, you agree that you will not use the Site to invest more than you are permitted to invest in any 12 month period under Reg CF, as discussed further below in Section 4.3.8.

4.3.5 Limitation of Liability and Indemnification

The Terms of Service, this Agreement, and the Subscription Agreement limit the liability of ROING Portal, any Third Party Funding Portal and/or their affiliates, and provide for indemnification in certain circumstances. You acknowledge that ROING Portal, any Third Party Funding Portal, and any of their affiliates, or any member, manager or employee thereof, shall not be liable in connection with any information or omission of information contained in materials prepared or supplied by a Startup or other third party or developed in reliance on information provided by a Startup. You acknowledge that such materials may include, but are not limited to, information available through the Site, and materials distributed to investors by ROING Portal, a Third Party Funding Portal or any of their affiliates (or members, managers, or employees). You acknowledge that the information regarding Startups presented on the Site is provided by the Startups and not by ROING Portal, any Third Party Funding Portal or any of their affiliates. You acknowledge that none of ROING Portal, any Third Party Funding Portal, their affiliates, or their members, managers, or employees approves or reviews information prepared or supplied by a Startup or otherwise undertakes any due diligence with respect to a Startup and shall not be liable with respect to the past, present, or future performance or non-performance by a Startup of the activities described in such information. You acknowledge that you understand that the information provided by companies on the Site may not be sufficient or suitable to support an informed investment decision.

4.3.6 Fees Charged in Respect of Reg CF Offerings

ROING Portal will charge a fee to each Member who invests in a Reg CF Offerings, which will be a percentage of the amount the Member invested at the time each Reg CF Offering closes.

4.3.7 Subscribing for Startup Securities

The Startup Securities offered to Members (directly or via an SPV) in Reg CF Offerings will not be registered under the 1933 Act or the securities laws of any state or any other jurisdiction. Startups will generally set a minimum subscription amount for investment for each Fundraising, which will generally be $100 at a minimum.

4.3.8 Investor Eligibility Requirements

In accordance with Reg CF’s requirements, you are not permitted to invest more than a certain amount in offerings made under Reg CF (including those not made through the Site) during any single 12 month period, which amount is determined based on your own financial circumstances. In particular, if your annual income or net worth is less than $107,000, you may only invest a maximum amount equal to the greater of $2,200 or 5 percent of the greater of your annual income or your net worth. If both your annual income and net worth are equal to more than $107,000, you may only invest a maximum amount equal to 10 percent of the greater of your annual income or net worth, but you may not invest more than $107,000 through all Reg CF offerings.

Further, you understand and agree that ROING Portal is permitted under Reg CF to rely on your representations regarding your compliance with these investment limits when determining whether to permit you to participate in a Reg CF Offering.

4.3.9 Investor Contract Amendments

You hereby consent to the following actions being taken by ROING Portal with respect to your investment contract with the Company and/or an SPV and you agree that the following language shall be treated as incorporated into the investment contract:

A. ROING Portal may unilaterally amend the terms of your investment contract, provided that the amended terms (“Amended Terms”) are strictly more favorable to you than the original terms.

B. In connection with such an amendment, if the Startup is conducting an offering by issuing its securities to two or more SPVs and the SPV being issued Startup Securities featuring the Amended Terms is different than the SPV through which you originally invested, ROING Portal may amend your investment contract such that the counterparty to the investment contract is the SPV being issued Startup Securities featuring the Amended Terms;

C. ROING Portal may reduce the amount of your investment in a SPV associated with a Startup or the Startup itself if the reason for the reduction is that the Startup’s offering is oversubscribed; and

D. If the Company’s offering is oversubscribed and you are an “accredited investor” (as defined in Regulation D under the 1933 Act), ROING Portal may allocate your investment to an offering conducted concurrently using Reg D, provided that there is no change in the price or terms of your investment contract except that (i) different restrictions on the resale of securities may apply under the 1933 Act and (ii) ROING may decide to charge lower or no fees on any such investments.

4.4 RISKS ASSOCIATED WITH REG CROWDFUNDING OFFERINGS

You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests in a Startup. You should also carefully consider the following risks prior to investing in a Startup:

4.4.1 General

An investment in a Startup involves significant risks, only some of which are described in this Agreement, and is suitable only for sophisticated investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who meet the conditions for eligibility set forth in this Agreement. An investment in a Startup is not intended as a complete investment program. Startups are early stage venture companies. Venture investments involve a high degree of risk and many or most venture investments lose money. After a Liquidity Event (if any), you may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.

4.4.2 No Guarantee of Investment Returns

None of ROING Portal, any Third Party Funding Portal, or any of their affiliates guarantees the future performance or financial results of any Startup, and an investment in a Startup may result in a gain or loss upon termination or liquidation of your investment.

4.4.3 Restrictions on Resale or Transfer

The Startup Securities are issued in a transaction exempt from registration under the 1933 Act and are not registered thereunder or any other law of the United States, or under the securities laws of any state or other jurisdiction. Startup Securities purchased through the Site in Reg CF Offerings cannot be resold, pledged, assigned or otherwise disposed of during the one-year period starting with the date of purchase, unless they are transferred: (1) to the Startup itself; (2) to an "accredited investor" (as defined in as defined in Regulation D under the 1933 Act); (3) in connection with a registered offering of the Startup Securities with the SEC; (4) to a family member of the Member, or to a trust of the Member or one of its family members; or (5) in connection with the Member’s death or divorce.

However, even if you are able to sell or transfer your Startup Securities, there is a limited market for the sale of a Startup Securities, and there is no guarantee that a market will develop in the future for the Startup Securities you purchase. Therefore, if you require liquidity in your investment, you should not invest in a Startup.

4.4.4 No Control Over Management of the Startups

You will not have any right to manage, influence or control the management or operations of Startups. In particular, you will not have, or will have only limited, voting rights associated with your Startup Securities, but in any event will not have voting powers to direct the management decisions of the Startup. You must refer to the voting provisions in the relevant investment contract that controls your investment. The success of any Startup investment depends on the ability and success of the management of the Startup, in addition to economic and market factors.

4.4.5 No Control Over Startup Future Valuation

Valuations may fluctuate considerably and the price paid for Startup Securities by you may bear limited or no relationship to future valuations of the Startup’s securities in any market that may develop for such securities, whether private or public.

4.4.6 Limited Information About Startups

Due to the nature of private companies, there may be limited information—financial, operating or otherwise—regarding each Startup. You should read and understand the risk factors contained in the Startup Information, including the Form C, before investing in Startup Securities. Each Startup is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in Startup Securities.

4.4.7 No Assurance of Profit

An investment in Startup Securities may not generate profits for you. A return on investment will depend upon successful liquidity of a Startup’s securities and thus, the ultimate value of any investment depends upon factors beyond your or ROING Portal’s control. You will typically not receive returns, if any, until a Liquidity Event, which may not occur for many years. You must therefore bear the economic risk of an investment for an indefinite period of time.

4.4.8 Direct Investment in Startups in Reg CF Offerings

In Reg CF Offerings, Members will invest in the securities of Startups either directly or via a SPV. The Startup will not be managed by ROING Portal or any of its affiliates in any respect. The terms of any investment in a Startup effected through a Reg CF Offering will be set by the Startup, and to the extent any negotiation occurs, it will be solely between a Member and the Startup.

4.4.9 Lack of Regulatory Oversight of Reg CF Offerings and Offering Materials

ROING Portal and the Third Party Funding Portals are registered as funding portals with the SEC and are members of the Financial Industry Regulatory Authority ("FINRA"). As such, ROING Portal and Third Party Funding Portals must submit certain information and materials to FINRA and the SEC and are subject to examination by FINRA and the SEC. In addition, Startups must file with the SEC a disclosure document called a Form C and updates and amendments to the Form C. However, the funding portal regulatory regime and the Form C are not as comprehensive as the regulatory regime and disclosure documents that apply to offerings registered under the Securities Act of 1933, and, as a result, you may not receive the same level of disclosure and oversight that is available in registered offerings.

4.4.10 Review of Reg CF Offering Documents by SEC and ROING Portal and/or a Third Party Funding Portal No Indicator of Likely Success of Startup or Guarantee of Investment Returns

Under Reg CF, a Startup must file a Form C disclosure document with the SEC and provide the disclosure to prospective investors. As noted above, ROING Portal will perform a limited review of Startups, including the information proposed to be provided to the SEC and potential investors, to determine whether to permit a Startup to engage in Reg CF Offerings on the Site. However, none of the SEC, ROING Portal or any Third Party Funding Portal (if applicable) will be reviewing any Startup’s Form C or other offering materials with the view to determine the likelihood of success of the Startup’s business strategy or the likelihood that it will generate investment returns. Further, the review of a Startup’s Form C by the SEC under Reg CF does not indicate the SEC’s endorsement of such Startup or its view with regard to the likely financial performance of the Startup or the advisability of investing in such Startup, and is not a guarantee of investment returns.

4.4.11 An Investment in a Startup Does Not Offer a Complete Investment Program

An investment in a Startup is not a complete or diversified investment program and should represent only a small portion of a potential investor’s investment portfolio.

4.4.12 Possibility of Phantom Income

It is possible that your investment will result in "phantom income," which could require you to pay taxes on your investment even though the Startup does not distribute any income (or does not distribute sufficient income to pay the taxes).

4.4.13 Other Specific Risks Associated with Investing in a Particular Startup May Not Be Disclosed by the Startup.

Each Startup will disclose in the Startup Information the particular risks associated with an investment in the Startup. YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING STARTUP OR SPV SECURITIES.

4.5 CONFLICTS OF INTEREST ASSOCIATED WITH REG CF OFFERINGS

4.5.1 General

ROING Portal will facilitate Reg CF Offerings, and its affiliates, members, managers, officers and/or employees will manage other businesses, including, without limitation, those associated with ROING Advisors, ROING, Inc., and ROING EU. Each of ROING Portal, ROING Advisors, ROING Inc., and ROING EU are affiliated and related parties. Certain inherent conflicts of interest arise from the activities of ROING Portal and its affiliates. You should carefully consider the conflicts of interest described in the Terms of Service, this Agreement, and on the Site prior to investing in a Startup.

5. AGREEMENTS WITH RESPECT TO REG A+ OFFERINGS

5.1 GENERAL ACKNOWLEDGMENTS

You understand and acknowledge that, while ROING Inc. and its affiliates will verify such information to the extent such verification is required under applicable law, they may rely on the truthfulness of your representations regarding your income and net worth when determining whether to permit you to participate in a particular Reg A+ Offering. You understand that any investment you make in a Reg A+ Offering on the Site will be made directly in Startup Securities, and that neither ROING Inc. nor any of its affiliates will be involved in the setting of the Offering Terms or the management of the Startup.

5.2 INVESTOR REPRESENTATIONS

You represent and warrant to ROING that the answers you provided to the questions in the Investor Certification page are correct and complete and may be relied upon by ROING and its affiliates in determining whether you are eligible to invest in Offerings that are listed on the Site. You represent that you are using the Site with the intent to make any potential investments for yourself or your institution, and not with the view to sell or otherwise distribute your investment in a Startup. You agree if any event occurs or circumstance arises that materially adversely affects your annual income or net worth, or causes any other statement made in your Investor Certification to become untrue or misleading in any material respect, then prior to investing in Startups through the Site you will complete a new Investor Certification to determine if you are still eligible to invest in Startups listed on the Site. You acknowledge that Startups in which you invest may rely, and that ROING, Startups, and their principals, affiliates, and other parties may rely, on the information you have provided to ROING in your Investor Certification to determine if you are eligible to invest in Startups. You represent that you have read and understand the risks contained in the Startup Information.

5.3 CHOOSING AND MAKING INVESTMENTS

5.3.1 Services of ROING with Respect to Reg A+ Offerings

ROING operates the portions of the Site that present Reg A+ Offerings by Startups. Members are not clients of ROING. Although ROING evaluates potential Startups and determines which Startups will be able to engage in Reg A+ Offerings on the Site, you acknowledge and agree that this evaluation is limited to certain predetermined, objective criteria and does not constitute an endorsement of any particular Startup or a recommendation that Members invest in any particular Startup, and does not establish an advisory relationship between you and ROING or any of its affiliates.

For all Startups available for investment through Reg A+ Offerings, ROING performs a limited review of the information provided by each Startup to determine whether it is appropriate for inclusion on the Site. The information reviewed includes information regarding a Startup’s Founders, business plan, its current and anticipated resources, and, on a high level, its Offering Circular. This review is not intended to verify any information provided by the Startups regarding their operations, assess the likelihood that a Startup will succeed or generate investment returns, or otherwise inform or influence any investment decisions by investors. ROING does not perform any separate due diligence on the Startups, and the Startups are solely responsible with providing Members, in the Startup Information, with all material information regarding the Startup and to update the Startup Information with respect to any material changes to the information contained therein.

You acknowledge that as a Member of the Site, you are not in an investment advisory relationship with ROING.

You also acknowledge that none of ROING or its affiliates advises Members on the merits of a particular investment or transaction or provide legal, tax, or transactional advisory services to Members. The information, materials and services made available on the Site do not constitute a recommendation, endorsement, or any other form of investment advice to Members by ROING or its affiliates to buy or sell any securities or other financial instruments. ROING does not provide any legal, tax, investment, financial or other advice to Members. The content of the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You expressly agree that the information, materials and services made available on the Site are not a substitute for the exercise of independent judgment and expertise. You should always seek the assistance of a professional for advice on investments, tax, the law, or other similar matters.

5.3.2 Investments in Reg A+ Offerings through Startup Securities

In Reg A+ Offerings, ROING provides Startups an opportunity to raise funds by allowing Members to invest directly in Startups seeking capital from both accredited and non-accredited investors. Startups seeking to raise money through Reg A+ will either choose to engage in a "Tier 1 Reg A+ Offering" or a "Tier 2 Reg A+ Offering." Startups engaging in Tier 1 Reg A+ Offerings are limited to raising a maximum of $20 million through Reg A+ Offerings in a single 12 month period. Startups engaging in Tier 2 Reg A+ Offerings are limited to raising a maximum of $75 million through Reg A+ Offerings in a single 12 month period, and are subject to certain investment limitations for non-accredited investors, as described below in Section 5.3.8 – "Investor Eligibility Requirements." Startups engaging in Reg A+ Offerings must have their Offering Circular (which will be included in the Startup Information) qualified by the SEC prior to closing a Startup Securities offering.

Members participating in Reg A+ Offerings will invest in Startup Securities. While Startup Securities purchased in Reg A+ Offerings may earn a set interest rate, they are not expected to have any required regular payment obligations by the Startup or any specified maturity date. Members are expected to achieve a return on their investment (if any) upon conversion of the Startup Securities to another type of instrument during a Liquidity Event, at which time Members will receive funds (if applicable) in exchange for their Startup Securities.

Other than requiring that Startups engaged in Reg A+ Offerings use this basic structure, the terms of Members’ investment in Startups will generally not be negotiable. The terms of your investment in the Startup will be set forth in the Startup Information and will be governed by the investment contract between you and the Startup, pursuant to which you will make certain representations to the Startup. ROING or the Startup may reject your investment for any reason or for no reason in its discretion.

Once you complete and submit an investment contract, you will be asked to transfer funds from your bank account into a bank account maintained either by the Startup itself or by a Third Party Service Provider. You agree to comply with the terms of the investment contract and to provide all funds required to complete the transaction promptly. If you do not submit funds at the time that you submit your investment contract, your investment in the Startup may not be processed. If your investment is rejected, your funds will be returned to you without interest.

It is possible that your investment in Startup Securities may only be processed if a predetermined Funding Target is reached in a particular Reg A+ Offering, either in the aggregate or through the Site, during the Fundraising. The Funding Target (if any) will be established by agreement between ROING and the Startup raising funds on the Site. In such cases, funds designated for investment in a Startup will not be invested in the Startup until and unless the Funding Target is reached. If the Funding Target is not reached, your funds will be returned to you without interest. ROING may close the Fundraising at any time after the Funding Target has been reached, and may consult with the Startup to determine whether, and for how long, the Fundraising will remain open. ROING may also enter into an agreement with a Startup to close a Fundraising once a Maximum Amount has been raised in the Fundraising, either through the Site or in the aggregate, including investments not presented on the Site, or after the Fundraising has been open for a predetermined period of time. If the value of the funds raised from Members in a Fundraising exceeds the Maximum Amount, the amounts in excess of the Maximum Amount will be returned to investors without interest in a manner determined by ROING and/or the Startup in its sole discretion. You will receive notice from ROING when a Startup for which you have submitted an investment contract has closed, and whether your investment in the Startup will be processed. After issuance of the notice and prior to the closing, you will be required to confirm the information in your investment contract. Upon closing, each investor who becomes an investor in a Startup will be deemed to have again entered into the investment contract, including (without limitation) to have agreed to each representation therein.

You may revoke your subscription for Startup Securities during the Fundraising by providing notice to ROING as provided on the Site. After you have received notice that a Fundraising has closed, at the discretion of ROING or the Startup, your investment in the Startup will be processed. Neither ROING nor any affiliate of ROING will take physical custody of your funds.

You acknowledge that, in Reg A+ Offerings that have required Funding Targets, if the Funding Target is not reached, your funds will be returned to you without interest.

5.3.3 Limitation on Subscriptions

You acknowledge that no Startup for which you submit an investment contract has any obligation to accept your investment, and that any fraction of the investment amount stated on your investment contract may be accepted, or your subscription may be rejected entirely, for any reason. If you submitted funds in excess of the investment amount accepted, the excess funds will be returned to you without interest in a manner determined in the sole discretion of the Startup.

5.3.4 Aggregate Subscriptions

With respect to any Tier 2 Reg A+ Offerings in which you invest, you agree that you will not use the Site to invest more than you are permitted to invest in a single Reg A+ Offering under Regulation A, as discussed further below in Section 5.3.8.

5.3.5 Limitation of Liability and Indemnification

The Terms of Service, this Agreement, and the investment contract limit the liability of ROING and/or its affiliates, and provide for indemnification in certain circumstances. You acknowledge that ROING, and any of its affiliates, or any member, manager or employee thereof, shall not be liable in connection with any information or omission of information contained in materials prepared or supplied by a Startup or developed in reliance on information provided by a Startup. You acknowledge that such materials may include, but are not limited to, information available through the Site, and materials distributed to investors by ROING or an affiliate (or member, manager, or employee) thereof. You acknowledge that the information regarding Startups presented on the Site is provided by the Startups and not by ROING or any of its affiliates. You acknowledge that none of ROING, its affiliates, or their members, managers, or employees approves or reviews information prepared or supplied by a Startup or otherwise undertakes any due diligence with respect to a Startup and shall not be liable with respect to the past, present, or future performance or non-performance by a Startup of the activities described in such information. You acknowledge that you understand that the information provided by companies on the Site may not be sufficient or suitable to support an informed investment decision.

5.3.6 Fees Charged in Respect of Reg A+ Offerings

ROING will not charge a fee to Members who invest in a Reg A+ Offerings. It is possible that each Startup that participates in a Reg A+ Offering may charge fees to Members, and such fees will be disclosed in the Startup Information provided on the Site. ROING Inc. may require Startups that engage in Reg A+ Offerings to reimburse ROING Inc. for costs associated with an offering.

5.3.7 Subscribing for Startup Securities

Startups will generally set a minimum subscription amount for investment for each Fundraising.

5.3.8 Investor Eligibility Requirements

In accordance with Regulation A’s requirements, if you are not an "accredited investor," you are not able to invest more than either 10 percent of your annual income or 10 percent of your net worth, depending on which amount is greater, in a Tier 2 Reg A+ Offering. If you are an entity, you will not be able to invest more than either 10 percent of your revenue or 10 percent of your net assets, depending on which amount is greater. You acknowledge and understand that ROING and its affiliates are permitted under Regulation A to rely on your representations regarding your compliance with these investment limits when determining whether to permit you to participate in a Tier 2 Reg A+ Offering. Any investor can invest any amount in a Tier 1 Reg A+ Offering.

5.4 RISKS ASSOCIATED WITH REG A+ OFFERINGS

You should consult your own legal, tax, and financial advisers regarding the suitability, desirability, and appropriateness of purchasing interests in a Startup. You should also carefully consider the following risks prior to investing in a Startup:

5.4.1 General

An investment in a Startup involves significant risks, only some of which are described in this Agreement, and is suitable only for sophisticated investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who meet the conditions for eligibility set forth in this Agreement. An investment in a Startup is not intended as a complete investment program. There can be no assurance that the investment objective of any Startup will be met. Startups are early stage venture companies. Venture investments involve a high degree of risk and many or most venture company investments lose money. After a Liquidity Event (if any), you may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded and may not have any significant value.

5.4.2 No Guarantee of Investment Returns

None of ROING or any of its affiliates guarantees the future performance or financial results of any Startup, and an investment in a Startup may result in a gain or loss upon termination or liquidation of your investment.

5.4.3 Restrictions on Resale or Transfer

Securities sold in Reg A+ Offerings are not "restricted securities" under the Securities Act, and are freely tradeable, subject to certain restrictions:

• With respect to a Startup’s initial Reg A+ Offering (whether or not it was presented on the Site), and any additional Reg A+ Offerings of such Startup during the first 12 months thereafter, the aggregate sales by holders of Startup Securities (including affiliates of the Startup) in respect of any Reg A+ Offering of such Startup may not exceed 30 percent of the aggregate offering price of the particular Reg A+ Offering.
• After the expiration of the 12 month period referred to above, affiliates of such Startup (but not other selling Startup Security holders) will be limited to selling no more than $6 million over any 12-month period in respect of a Tier 1 Reg A+ Offering and no more than $15 million over any 12-month period in respect of a Tier 2 Reg A+ Offering.

These restrictions may limit your ability to liquidate Startup Securities. Therefore, if you require liquidity in your investment, you should not invest in Startup Securities.

5.4.5 No Control Over Management of the Startups

You will not have any right to manage, influence or control the management or operations of Startups. In particular, you will not have, or will have only limited, voting rights associated with your Startup Securities, but in any event will not have voting powers to direct the management decisions of the Startup. You must refer to the discussion of voting in the applicable Offering Circular. The success of any Startup investment depends on the ability and success of the management of the Startup, in addition to economic and market factors.

5.4.6 No Control Over Startup Future Valuation

Valuations may fluctuate considerably and the price paid for Startup Securities by you may bear limited or no relationship to future valuations of the Startup’s securities in any market that may develop for such securities, whether private or public.

5.4.7 Limited Information About Startups

Due to the nature of Startups, there may be limited information—financial, operating or otherwise—regarding each Startup. You should read and understand the risk factors contained in the Startup Information, including the Offering Circular, before investing in Startup Securities. Each Startup is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in Startup Securities.

5.4.8 No Assurance of Profit.

An investment in Startup Securities may not generate profits for you. You must bear the economic risk of an investment for an indefinite period of time if you are not able to sell your Securities.

5.4.9 Lack of Involvement of ROING in Reg A+ Offerings

In Reg A+ Offerings, Members will invest directly in the securities of Startups. The Startup will not be managed by ROING or any of its affiliates in any respect. The terms of any investment in a Startup effected through a Reg A+ Offering will be set by the Startup, and to the extent any negotiation occurs, it will be solely between a Member and the Startup. Once an investment in a Startup through a Reg A+ Offering is closed, ROING’s involvement will terminate, and the relationship will exist solely between the Members and the Startup.

5.4.10 Lack of Regulatory Oversight of Reg A+ Offerings and Offering Materials

Startups must file their Offering Circulars with the SEC, which must be qualified by the SEC before Startups may close on their Reg A+ Offering. However, the regulatory regime surrounding Regulation A is not as comprehensive as the regulatory regime and disclosure documents that apply to offerings registered under the Securities Act of 1933, and, as a result, you may not receive the same level of disclosure and oversight that is available in registered offerings.

5.4.11 Review of Reg A+ Offering Documents by ROING and Qualification by the SEC No Indicator of Likely Success of Startup or Guarantee of Investment Returns

Under Regulation A, certain offering materials are required to be submitted to, and qualified by, the SEC and provided to prospective investors, including the Offering Circular. As noted above, ROING will perform a limited review of Startups, including the information proposed to be provided to potential investors, to determine whether to permit a Startup to engage in Reg A+ Offerings on the Site. However, neither the SEC nor ROING will be reviewing any Startup’s Offering Circular or other offering materials with the view to determine the likelihood of success of the Startup’s business strategy or the likelihood that it will generate investment returns. Further, the review and approval of a Startup’s Offering Circular by the SEC under Regulation A does not indicate the SEC’s endorsement of such Startup or its view with regard to the likely financial performance of the Startup or the advisability of investing in such Startup, and is not a guarantee of investment returns.

5.4.12 An Investment in a Startup Does Not Offer a Complete Investment Program

An investment in a Startup is not a complete or diversified investment program and should represent only a small portion of a potential investor's investment portfolio.

5.4.12 Possibility of Phantom Income

It is possible that your investment will result in "phantom income," which could require you to pay taxes on your investment even though the Startup does not distribute any income (or does not distribute sufficient income to pay the taxes).

5.4.13 Other Specific Risks Associated with Investing in a Particular Startup May Not Be Disclosed by the Startup.

Because investors in Reg A+ Offerings invest directly in a Startup, the terms of the investment and other specific information about the Startup will be disclosed to you only by the Startup in the Startup Information, including in the Offering Circular. The Startup will disclose in the Offering Circular and other documents included in the Startup Information the particular risks associated with an investment in the Startup, but ROING does not review the Offering Circular or the Startup Information to ensure that any or all risks associated with the Startup’s particular management or terms of the offering are disclosed. YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING STARTUP OR SPV SECURITIES.

5.5 CONFLICTS OF INTEREST ASSOCIATED WITH REG A+ OFFERINGS

5.5.1 General

Generally, ROING Inc. will present on the Site the Reg A+ Offerings, and its affiliates, members, managers, officers and/or employees will manage other businesses, including, without limitation, those associated with ROING Advisors, ROING Portal, and ROING EU. Each of ROING Inc., ROING Advisors, ROING Portal, and ROING EU are affiliated and related parties. Certain inherent conflicts of interest arise from the activities of ROING and its affiliates. You should carefully consider the conflicts of interest described in the Terms of Service, this Agreement, and on the Site prior to investing in a Startup.

6 AGREEMENTS WITH RESPECT TO ECSP OFFERINGS

6.1 GENERAL ACKNOWLEDGMENTS

You understand and acknowledge that, while ROING EU will verify such information to the extent such verification is required under applicable law, it may rely on the truthfulness of your representations regarding your income, net worth, investment experience, and other information provided in response to your “entry knowledge test and simulation of the ability to bear loss” (the “Knowledge Quiz”).

You understand that any investment you make in a ECSP Offering on the Site will be in Startup Securities or securities of an SPV that subsequently purchases Startup Securities, and that neither ROING EU nor any of its affiliates will determine the Offering Terms or be involved in the management of the Startup.

You represent that you have or you will review the educational materials provided to you on the Site and complete the entry knowledge test and simulation of the ability to bear loss prior to making each investment in a ECSP Offering.

6.2 INVESTOR REPRESENTATIONS

You represent and warrant to ROING EU (or any Third Party Funding Portal as applicable) that the answers you provided to the questions in the Investor Certification page and the Knowledge Quiz are correct and complete and may be relied upon by ROING EU or any Third Party Funding Portal (as applicable) in determining whether you are eligible to invest in Offerings that are listed on the Site. You represent that you are using the Site with the intent to make any potential investments for yourself or your institution, and not with the view to sell or otherwise distribute your investment in a Startup. You agree that if any event occurs or circumstance arises that materially adversely affects your annual income or net worth, or causes any other statement made in your Investor Certification or Knowledge Quiz to become untrue or misleading in any material respect, then prior to investing in Startups through the Site you will complete a new Investor Certification and Knowledge Quiz to determine if you are still eligible to invest in Startups listed on the Site. You acknowledge that Startups in which you invest may rely, and that ROING EU, any Third Party Funding Portal (if applicable) and its principals, affiliates, and other parties may rely, on the information you have provided to ROING EU or any Third Party Funding Portal in your Investor Certification and Knowledge Quiz to determine if you are eligible to invest in Startups. You represent that you have read and understand the risks contained in the Startup Information.

6.3 CHOOSING AND MAKING INVESTMENTS

6.3.1 Services of ROING EU with Respect to ECSP Offerings

ROING EU operates the portions of the Site that present ECSP Offerings by Startups. Members are not clients of ROING EU or any Third Party Funding Portal. Although ROING EU evaluates potential Startups and determines which Startups will be able to engage in ECSP Offerings on the Site, you acknowledge and agree that this evaluation is limited to certain predetermined, objective criteria and does not constitute an endorsement of any particular Startup or a recommendation that Members invest in any particular Startup, and does not establish an advisory relationship between you and ROING EU.

For all Startups listed on the ROING EU Site, ROING EU performs a limited review of the information provided by each Startup to determine whether it is appropriate for inclusion on the Site (including, among other things, to determine whether ROING EU has a reasonable basis for believing that the Startup complies with ECSP). The information reviewed includes all information in the Startup’s profile and in its Form C. This review is not intended to verify any information provided by the Startups regarding their operations, assess the likelihood that a Startup will succeed or generate investment returns, or otherwise inform or influence any investment decisions by investors. Neither ROING EU nor its affiliates performs any separate due diligence on the Startups. Some of the Startups listed on the ROING EU Site may have been considered for, but not listed by a Third Party Funding Portal.

You acknowledge that as a Member of the Site, you are not in an investment advisory relationship with ROING EU.

You also acknowledge that none of ROING EU, any Third Party Funding Portal, or any of their affiliates advises Members on the merits of a particular investment or transaction or provides legal, tax, or transactional advisory services to Members. The information, materials and services made available on the Site do not constitute a recommendation, endorsement, or any other form of investment advice to Members by ROING EU, any Third Party Funding Portal or their affiliates to buy or sell any securities or other financial instruments. Neither ROING EU nor any Third Party Funding Portal provides any legal, tax, investment, financial or other advice to Members. The content of the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You expressly agree that the information, materials and services made available on the Site are not a substitute for the exercise of independent judgment and expertise. You should always seek the assistance of a professional for advice on investments, tax, the law, or other similar matters.

6.3.2 Investments in ECSP Offerings through Startup Securities

In ECSP Offerings, ROING EU provides Startups an opportunity to raise funds by allowing Members to invest either (i) directly in Startups seeking capital or (ii) in SPVs (as defined below) which in turn invest in startups (as further described in Section 8 below), from both sophisticated and non-sophisticated investors. Startups seeking to raise money through ECSP are limited to raising a maximum of €5 million through ECSP Offerings in a single 12 month period, and are subject to certain investment limitations for all investors, as described below in Section 6.3.8 – "Investor Eligibility Requirements.

Members participating in ECSP Offerings (or SPVs through which Members invest, as applicable) will invest in Startup Securities, which will be debt, equity, or convertible securities issued by the Startup. The terms of the Startup Securities purchased in ECSP Offerings will vary depending on the type of security offered by a Startup. Investors should carefully consider the terms of the Startup Securities in which they invest (directly or via an SPV) and read the educational materials available on the Site about each type of security.

The terms of your investment will be set forth in the Startup Information and will be governed by the investment contract between you and the Startup (or the SPV, as applicable). The Startup may reject your investment for any reason or for no reason in its discretion.

Once you complete and submit an investment contract, you will be asked to transfer funds from your bank or other type of account into a bank account maintained by a payment service provider for the benefit of the Startup and other Startups raising funds through ROING EU. You agree to provide all funds required to complete the transaction promptly. If you do not submit funds at the time that you submit your investment contract, your investment in the Startup may not be processed. To the extent the number of investors in a Startup is capped by the Startup, Investors who have submitted investment contracts and transferred the required funds will be given preference over those who have only submitted an investment contract. If your investment is rejected, your funds will be returned to you without interest.

If you are residing in the European Union, all payments made to ROING are processed by Stripe and/or Vitesse, depending on the method you choose for transferring funds to ROING. Stripe processes certain types of payments and transmits those funds into an account maintained by Vitesse. Vitesse acts as a payment services provider between you and the company in which you decide to invest and was selected by ROING in order to segregate in an escrow (held by Vitesse PSP Derdengelden Stichting, a party related to Vitesse PSP B.V.) the investor funds. Stripe and Vitesse conform to the highest level of security. Vitesse is authorized by the Dutch Central Bank as a payment institution and Stripe is authorized by the Central Bank of Ireland as an E-money institution.

Your investment in Startup Securities may only be processed if a predetermined Funding Target is reached in a particular ECSP Offering by the deadline set forth in the Startup Information ("Target Deadline") provided on the Site. Funds designated for investment in a Startup will not be invested in the Startup until and unless the Funding Target is reached by the Target Deadline. If the Funding Target is not reached by the Target Deadline, your funds will be returned to you without interest. If the Funding Target is reached prior to the Target Deadline and the Startup desires to move the Target Deadline up, ROING EU or a Third Party Funding Portal (if applicable) will provide you with prior notice of such change. Otherwise, ROING EU or a Third Party Funding Portal (if applicable) will close the Fundraising at the time of the Target Deadline if the Funding Target has been reached. A Startup may also decide to accept investments that exceed the Funding Target. In this case, the Startup will provide investors with information regarding the Maximum Amount that will be accepted and the manner of allocating excess subscriptions. You will receive notice from ROING EU or a Third Party Funding Portal (if applicable) when a Startup for which you have submitted an investment contract has closed, and whether your investment in the Startup will be processed.

You may revoke your investment in a Startup during the Fundraising by providing notice to ROING EU or a Third Party Funding Portal (if applicable) as provided on the Site. You may also revoke your investment at any time up until the later of (i) 48 hours before the Target Deadline or (ii) four calendar days after your investment was made. After that, your investment in the Startup can be processed. None of ROING EU, any Third Party Funding Portal, or any of their affiliates will take physical custody of your funds.

You acknowledge that, in ECSP Offerings, if the Funding Target is not reached, your funds will be returned to you without interest.

6.3.3 Limitation on Subscriptions
You acknowledge that no Startup for which you submit an investment contract has any obligation to accept your investment, and that any fraction of the investment amount stated on the investment page of the Site and/or in the investment contract may be accepted, or your investment may be rejected entirely, for any reason. If you submitted funds in excess of the investment amount accepted, the excess funds will be returned to you without interest in a manner determined in the sole discretion of the Startup.

6.3.5 Limitation of Liability and Indemnification
The Terms of Service, this Agreement, and the Subscription Agreement limit the liability of ROING EU, any Third Party Funding Portal and/or their affiliates, and provide for indemnification in certain circumstances. You acknowledge that ROING EU, any Third Party Funding Portal, and any of their affiliates, or any member, manager or employee thereof, shall not be liable in connection with any information or omission of information contained in materials prepared or supplied by a Startup or other third party or developed in reliance on information provided by a Startup. You acknowledge that such materials may include, but are not limited to, information available through the Site, and materials distributed to investors by ROING EU, a Third Party Funding Portal or any of their affiliates (or members, managers, or employees). You acknowledge that the information regarding Startups presented on the Site is provided by the Startups and not by ROING EU, any Third Party Funding Portal or any of their affiliates. You acknowledge that none of ROING EU, any Third Party Funding Portal, their affiliates, or their members, managers, or employees approves or reviews information prepared or supplied by a Startup or otherwise undertakes any due diligence with respect to a Startup and shall not be liable with respect to the past, present, or future performance or non-performance by a Startup of the activities described in such information. You acknowledge that you understand that the information provided by companies on the Site may not be sufficient or suitable to support an informed investment decision.

6.3.6 Fees Charged in Respect of ECSP Offerings
ROING EU will charge a fee to each Member who invests in a ECSP Offerings, which will be a percentage of the amount the Member invested at the time each ECSP Offering closes. ROING EU will also charge carried interest on ECSP Offerings, meaning ROING EU will be entitled to receive a portion of the profits earned by Members in a ECSP Offering (if any). Such fees and carried interest may be shared with third parties in ROING EU’s sole discretion. The fees applicable to a given ECSP Offering are listed in the KIIS for that offering.

6.3.7 Subscribing for Startup Securities
The Startup Securities offered to Members (directly or via an SPV) in ECSP Offerings will not be subject to a prospectus and will not be registered under the securities laws of any country. Startups will generally set a minimum subscription amount for investment for each Fundraising, which will generally be €100 at a minimum.

6.3.8 Investor Eligibility Requirements
In accordance with ECSP’s requirements, you must take the Knowledge Quiz prior to making an investment under ECSP and you must ensure you have read and understood the risk warnings in Section 6.4 below (the “Risk Warning”). We advise you against investing an amount that exceeds the higher of either €1,000 or 5% of your net worth. Should you decide to do so, you acknowledge and agree that you have read and understood the Risk Warning, you understand the investment and its risks, and you provide your explicit consent to continue with the investment.

6.3.9 Investor Contract Amendments
You hereby consent to the following actions being taken by ROING EU with respect to your investment contract with the Company and/or an SPV and you agree that the following language shall be treated as incorporated into the investment contract:

A. ROING EU may unilaterally amend the terms of your investment contract, provided that the amended terms (“Amended Terms”) are strictly more favorable to you than the original terms.

B. In connection with such an amendment, if the Startup is conducting an offering by issuing its securities to two or more SPVs and the SPV being issued Startup Securities featuring the Amended Terms is different than the SPV through which you originally invested, ROING EU may amend your investment contract such that the counterparty to the investment contract is the SPV being issued Startup Securities featuring the Amended Terms;

C. ROING EU may reduce the amount of your investment in a SPV associated with a Startup or the Startup itself if the reason for the reduction is that the Startup’s offering is oversubscribed.

6.4 RISKS ASSOCIATED WITH ECSP OFFERINGS

You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests in a Startup. You should also carefully consider the following risks prior to investing in a Startup:

6.4.1 General
Investment in a crowdfunding project entails risks, including the risk of partial or entire loss of the money invested. Your investment is not covered by the deposit guarantee schemes established in accordance with Directive 2014/49/EU of the European Parliament and of the Council or the investor compensation schemes established in accordance with Directive 97/9/EC of the European Parliament and of the Council.

An investment in a Startup is suitable only for investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who meet the conditions for eligibility set forth in this Agreement.

Startups are early stage venture companies. Venture investments involve a high degree of risk and many or most venture investments lose money. You may not receive any return on your investment. Investment in a Startup is not a savings product and is not intended as a complete investment program. We advise you not to invest more than 10 % of your net worth in crowdfunding projects.

After a Liquidity Event (if any), you may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value. You may not be able to sell the investment instruments when you wish. If you are able to sell them, you may nonetheless incur losses.

6.4.2 No Guarantee of Investment Returns
None of ROING EU, any Third Party Funding Portal, or any of their affiliates guarantees the future performance or financial results of any Startup, and an investment in a Startup may result in a gain or loss upon termination or liquidation of your investment.

6.4.3 Restrictions on Resale or Transfer
The Startup Securities are issued in a transaction exempt from the prospectus requirement and exempt from registration under applicable securities, and are not registered thereunder or under any other law of any state or jurisdiction. Startup Securities purchased through the Site in ECSP Offerings may carry limitations or prohibitions on their sale or transfer.

Even if you are able to sell or transfer your Startup Securities, there is a limited market for the sale of a Startup Securities, and there is no guarantee that a market will develop in the future for the Startup Securities you purchase. Therefore, if you require liquidity in your investment, you should not invest in a Startup.

6.4.4 No Control Over Management of the Startups
You will not have any right to manage, influence or control the management or operations of Startups. In particular, you will not have, or will have only limited, voting rights associated with your Startup Securities, but in any event will not have voting powers to direct the management decisions of the Startup. You must refer to the voting provisions in the relevant investment contract that controls your investment. The success of any Startup investment depends on the ability and success of the management of the Startup, in addition to economic and market factors.

6.4.5 No Control Over Startup Future Valuation
Valuations may fluctuate considerably and the price paid for Startup Securities by you may bear limited or no relationship to future valuations of the Startup’s securities in any market that may develop for such securities, whether private or public.

6.4.6 Limited Information About Startups
Due to the nature of private companies, there may be limited information—financial, operating or otherwise—regarding each Startup. You should read and understand the risk factors contained in the Startup Information, including the KIIS, before investing in Startup Securities. Each Startup is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in Startup Securities.

6.4.7 No Assurance of Profit
An investment in Startup Securities may not generate profits for you. A return on investment will depend upon successful liquidity of a Startup’s securities and thus, the ultimate value of any investment depends upon factors beyond your or ROING EU’s control. You will typically not receive returns, if any, until a Liquidity Event, which may not occur for many years. You must therefore bear the economic risk of an investment for an indefinite period of time.

6.4.8 Direct Investment in Startups in ECSP Offerings
In ECSP Offerings, Members will invest in the securities of Startups either directly or via a SPV. The Startup will not be managed by ROING EU or any of its affiliates in any respect. The terms of any investment in a Startup effected through a ECSP Offering will be set by the Startup, and to the extent any negotiation occurs, it will be solely between a Member and the Startup.

6.4.9 Lack of Regulatory Oversight of ECSP Offerings and Offering Materials
ROING EU is registered as a Crowdfunding Service Provider with the Netherlands Authority for the Financial Markets (“AFM”). As such, ROING EU must submit certain information and materials to AFM and is subject to examination by AFM. In addition, Startups must post a disclosure document called a KIIS and updates and amendments to the KIIS. However, the crowdfunding regulatory regime and the KIIS are not as comprehensive as the regulatory regime and disclosure documents that apply to offerings of securities under the Markets in Financial Instruments Directive (“MiFID”) or local public offering regulations, and, as a result, you may not receive the same level of disclosure and oversight that is available in those offerings.

6.4.10 Review of ECSP Offering Documents by ROING EU and/or a Third Party Funding Portal No Indicator of Likely Success of Startup or Guarantee of Investment Returns
Under ECSP, a Startup must post a KIIS disclosure document on the Site and provide the disclosure to prospective investors. As noted above, ROING EU will perform a limited review of Startups, including the information proposed to be provided in the KIIS and to potential investors, to determine whether to permit a Startup to engage in ECSP Offerings on the Site. However, ROING EU will not be reviewing any Startup’s KIIS or other offering materials with the view to determine the likelihood of success of the Startup’s business strategy or the likelihood that it will generate investment returns. Further, the review of a Startup’s KIIS by ROING EU and/or AFM (if any) under ECSP does not indicate ROING EU’s or AFM’s endorsement of such Startup or its view with regard to the likely financial performance of the Startup or the advisability of investing in such Startup, and is not a guarantee of investment returns.

6.4.11 An Investment in a Startup Does Not Offer a Complete Investment Program
An investment in a Startup is not a complete or diversified investment program and should represent only a small portion of a potential investor’s investment portfolio.

6.4.12 Possibility of Phantom Income
It is possible that your investment will result in "phantom income," which could require you to pay taxes on your investment even though the Startup does not distribute any income (or does not distribute sufficient income to pay the taxes).

6.4.13 Other Specific Risks Associated with Investing in a Particular Startup May Not Be Disclosed by the Startup.
Each Startup will disclose in the Startup Information the particular risks associated with an investment in the Startup. YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING STARTUP OR SPV SECURITIES.

6.5 CONFLICTS OF INTEREST ASSOCIATED WITH ECSP OFFERINGS

6.5.1 General
ROING EU will facilitate ECSP Offerings, and its affiliates, members, managers, officers and/or employees will manage other businesses, including, without limitation, those associated with ROING Advisors, ROING, Inc., and ROING Portal. Each of ROING EU, ROING Advisors, ROING Inc., and ROING EU are affiliated and related parties. Certain inherent conflicts of interest arise from the activities of ROING EU and its affiliates. You should carefully consider the conflicts of interest described in the Terms of Service, this Agreement, and on the Site prior to investing in a Startup.

7. AGREEMENTS WITH RESPECT TO OFFERINGS WITH A CUSTODIAN

7.1 BENEFICIAL OWNERSHIP OF SECURITIES
XX Investments, LLC, a Delaware limited liability company, or any successor custodian selected by ROING in its sole discretion, will serve as custodian ("Custodian") for the Startup Securities purchased and sold on the Portal pursuant to a Custodial and Voting Agreement ("Custodian Agreement"). Investor acknowledges that Investor’s purchase of Startup Securities will serve as a direction to the issuer of the Startup Securities ("Issuer") to issue the legal interest in the Startup Securities to Custodian, in Custodian’s capacity as a securities intermediary. Investor acknowledges and agrees that, for any Startup Securities purchased or sold on the Portal by Investor, the Custodian will be the sole holder of legal title to and be the sole record holder of such Startup Securities and Investor will have beneficial ownership of such Startup Securities. The books and records of the Issuer will show the Custodian as the sole legal and record owner of the Startup Securities. The sole dispositive record of the Investor’s beneficial ownership of the Startup Securities will be on the books and records of the Custodian, acting as transfer agent to the Issuer, or any successor transfer agent ("Transfer Agent").

7.2 EXERCISE OF VOTING RIGHTS
Investor acknowledges and agrees that the Custodian will exercise all voting rights with respect to the Startup Securities and take any actions in connection with such voting rights, consistent with the Custodian Agreement, at the direction of XX Team LLC, which holds the right to vote the Investor’s Securities, in accordance with the Custodian Lead Investor Power of Attorney (as defined below). Investor acknowledges and agrees that any voting rights with respect to the identity of the representative(s) ("Lead Investor(s)") of XX Team LLC who will act on behalf of XX Team LLC with respect to Investor’s Startup Securities will be exercised by Investor and not by the Custodian or XX Team LLC.

7.3 LEAD INVESTOR POWER OF ATTORNEY
The Investor, by executing this Agreement, hereby appoints XX Team LLC, with full power of substitution, as the Investor’s true and lawful representative and attorney-in-fact, and agent of the Investor, with full power and authority to make voting decisions on Startup Securities beneficially owned by the Investor and take any related actions (including, but not limited to, signing documentation). To the maximum extent permitted by law, this power of attorney (“Custodian Lead Investor Power of Attorney”) is coupled with an interest, will be irrevocable and will survive, and will not be affected by, the subsequent death, disability, incapacity, incompetency, termination, bankruptcy, insolvency or dissolution of the Investor. The Investor represents and warrants that the Power of Attorney granted by the Investor has been executed by it in compliance with the laws of the state or jurisdiction in which this Agreement was executed and to which the Investor is subject.

7.4 XX TEAM LLC COMPENSATION
Investor acknowledges and understands that the Lead Investor will not be compensated for the services it will provide to Investor pursuant to the Custodian Lead Investor Power of Attorney. Investor acknowledges and agrees that the Lead Investor may act as a portfolio manager for another special purpose vehicle advised by ROING Advisors LLC that invests in the Startup in a subsequent non-Reg CF round of financing and may receive compensation in that capacity.

7.5 INDEMNIFICATION OF LEAD INVESTOR
Investor shall indemnify and hold harmless each of XX Investments LLC, XX Team LLC, the Lead Investor, and each of their respective successors and affiliates (together, the “Custodian Indemnified Parties”) from and against any loss, damage, liability or claim suffered, incurred by, or asserted against the Custodian Indemnified Parties, including expenses of legal counsel arising out of, in connection with or based upon any act or omission by the Custodian Indemnified Parties relating in any way to the Custodian Lead Investor Power of Attorney, so long as the Custodian Indemnified Parties are not grossly negligent and have acted in good faith.

8. AGREEMENTS WITH RESPECT TO REGULATION CF OFFERINGS WITH A SPECIAL PURPOSE VEHICLE (SPV)

8.1 ISSUING SECURITIES THROUGH A SPV
Instead of issuing its securities directly to investors, a Startup may decide to issue its securities to one or more special purpose vehicles (each, an “SPV”) which will then issue its securities to investors. In all such cases, the SPV will be formed by ROING Admin, LLC (“ROING Admin”) on behalf of the Startup and will be a co-issuer with the Startup in the offering under Reg CF or ECSP, as applicable. The Startup's use of a SPV will be intended to allow investors in the SPV to achieve the same economic exposure, voting power, and ability to assert State and Federal law rights, and receive the same disclosures, as if they had invested directly in the Startup in an offering made under Reg CF or ECSP, as applicable. In this regard, an investor investing in the Startup through a SPV will have the same relationship to the Startup Securities, in terms of number, denomination, type and rights, as if the investor invested directly in the Startup. Unless otherwise stated in the Startup Information, Form C, and/or KIIS (as applicable), the Startup’s use of a SPV will not result in any additional fees being charged to investors. Where a SPV is used, the Startup and the SPV will be co-issuers of the securities being issued and disclosure regarding both the Startup and the SPV will be provided in the applicable Form C or KIIS, as applicable. Investor acknowledges that his or her investment in a Startup may be made through such a SPV. Investor acknowledges that Investor may be required to provide tax-related information about Investor (including but not limited to Investor’s Tax Identification Number or a local equivalent) prior to receiving any disbursements from a SPV.

8.2 EXERCISE OF VOTING RIGHTS
Investor acknowledges and agrees that the lead investor(s) identified and appointed by the Startup and approved by ROING Inc. (the “Lead Investor”) will exercise all voting rights with respect to the securities issued by the SPV and will take any actions in connection with such voting rights on behalf of the Investor, in accordance with the SPV Lead Investor Power of Attorney.

8.3 LEAD INVESTOR AGREEMENT WITH STARTUP AND WEFUNDER INC.
Investor acknowledges and understands that the Startup has entered into an agreement with the Lead Investor and ROING Inc. (the “Lead Investor Agreement”), pursuant to which the Startup has the power to appoint the Lead Investor as Lead Investor, subject to the approval of ROING Inc., and ROING Inc. has the power to remove the Lead Investor, as specified in that agreement. In addition, pursuant to the Lead Investor Agreement, the Lead Investor has the ability to resign as Lead Investor at any time upon at least 30 days prior written notice to the Startup and ROING Inc. or such shorter period as may be agreed to by the parties.

8.4 LEAD INVESTOR POWER OF ATTORNEY
The Investor, by entering into this Agreement, hereby appoints the Lead Investor, with full power of substitution, as the Investor’s true and lawful representative and attorney-in-fact, and agent of the Investor, with full power and authority to make voting decisions on SPV securities or Startup Securities owned by the Investor and take any related actions (including, but not limited to, signing documentation). To the maximum extent permitted by law, this power of attorney (“SPV Lead Investor Power of Attorney”) is coupled with an interest, will be irrevocable except as provided below and will survive, and will not be affected by, the subsequent death, disability, incapacity, incompetency, termination, bankruptcy, insolvency or dissolution of the Investor. In the event that the Lead Investor is replaced by a successor Lead Investor, the Startup will provide investors with notice of the replacement, including information about the successor Lead Investor. In such an event, Investor acknowledges and agrees that this Power of Attorney will be revocable for the five calendar day period beginning with the date of the Lead Investor replacement notice. If the Power of Attorney is not revoked by the Investor during this five-day period through written notice directed to the contact specified in the Lead Investor replacement notice, then this Power of Attorney will remain in effect with respect to the successor Lead Investor.

8.5 LEAD INVESTOR COMPENSATION
Investor acknowledges and understands that the Lead Investor will not be compensated for the services it will provide to Investor pursuant to the SPV Lead Investor Power of Attorney. Investor acknowledges and agrees that the Lead Investor may act as a portfolio manager for another special purpose vehicle advised by ROING Advisors LLC that invests in the Startup in a subsequent non-Reg CF round of financing and may receive compensation in that capacity.

8.6 INDEMNIFICATION OF LEAD INVESTOR
Investor shall indemnify and hold harmless ROING Admin, the Lead Investor, and each of their respective successors and affiliates (the “SPV Indemnified Parties”) from and against any loss, damage, liability or claim suffered, incurred by, or asserted against the SPV Indemnified Parties, including expenses of legal counsel arising out of, in connection with or based upon any act or omission by the SPV Indemnified Parties relating in any way to the SPV Lead Investor Power of Attorney, so long as the SPV Indemnified Parties are not grossly negligent and have acted in good faith.

8.7 CERTAIN FRACTIONAL INVESTMENTS AND ALLOCATION OF REMAINING AMOUNTS
In the event that the aggregated purchase amounts of investors (“aggregate investment”) in the Special Purpose Vehicle (SPV) shall result in an amount that is not divisible by the share price of the corresponding securities to be held by the SPV, the SPV shall round down to the nearest whole share purchasable by the aggregate investment. If the remaining portion of the aggregate investment (“remaining portion”), in ROING’s sole discretion, is determined immaterial it will be allocated without consideration to the issuer whose securities are to be held by the SPV. If the remaining portion is deemed material, it will be distributed pro-rata to investors which are included in the aggregate investment.

9. AGREEMENTS WITH RESPECT TO OFFERINGS WITH A NOMINEE
Offerings that make use of a nominee are subject to our Investor Nominee Terms.

C. STARTUP AGREEMENT
I have read the Terms of Service (the "Terms of Service") and understand that the Terms of Service govern my use of the Site and the Services (as those terms are defined in the Terms of Service). If I am accessing the Site and/or using the Services on behalf of a Startup (as defined in the Terms of Service), my agreement to this Startup Agreement will be treated as the agreement of both me as an individual and for Startup, and all references to "I" or "you" herein shall include Startup.

I represent and warrant to ROING, Inc. and ROING Portal LLC (together, with their affiliates, "ROING") that the information submitted about my Startup is correct and complete, and that I have the requisite authority to make decisions on behalf of my Startup. I understand and agree that if any event occurs or circumstance arises that causes the information in Startup's profile to be untrue or misleading in any material respect, then I must update such information to make it true and correct in all material respects prior to using the Site or any Services to raise capital. I agree that I am fully responsible for the accuracy of any information related to Startup that I upload, and I am fully responsible for any and all consequences and claims related to any investment that is made in Startup through the Site in reliance upon such information.

I UNDERSTAND THAT THE OFFER AND SALE OF SECURITIES – INCLUDING, WITHOUT LIMITATION, STOCK, OPTIONS, CONVERTIBLE DEBT, WARRANTS AND OTHER SIMILAR INSTRUMENTS – IS REGULATED BY FEDERAL AND STATE LAW ("SECURITIES LAWS"), AND THAT IF I USE THE SERVICES AVAILABLE THROUGH THE SITE TO CONDUCT ANY TRANSACTION INVOLVING SECURITIES I MUST DO SO IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS.

I UNDERSTAND THAT WEFUNDER, IN ITS SOLE DISCRETION AND FOR ANY REASON, RESERVES THE RIGHT TO CLOSE THE STARTUP’S OFFERING AT ANY TIME.

I UNDERSTAND THAT WEFUNDER MAKES NO REPRESENTATION OR WARRANTY THAT TRANSACTIONS CONDUCTED THROUGH THE SITE WILL BE IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS. I ACKNOWLEDGE THAT USE OF THE SERVICES AVAILABLE THROUGH THE SITE TO CONDUCT ANY TRANSACTION INVOLVING SECURITIES DOES NOT CONSTITUTE COMPLIANCE WITH APPLICABLE SECURITIES LAWS, AND MAY VIOLATE APPLICABLE SECURITIES LAWS IN CERTAIN JURISDICTIONS.

I UNDERSTAND THAT WEFUNDER INC. IS NOT A "BROKER", "DEALER" OR "FUNDING PORTAL," AS THOSE TERMS ARE DEFINED IN SECTION 3(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. I UNDERSTAND THAT WEFUNDER PORTAL, LLC IS A "FUNDING PORTAL" BUT IS NOT A "BROKER" OR A "DEALER"

IN ADDITION TO, AND NOT IN LIMITATION OF, THE DISCLAIMERS, EXCLUSIONS ON WARRANTIES AND LIMITATIONS ON LIABILITY SET FORTH IN THE TERMS OF SERVICE, I AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW WEFUNDER SHALL HAVE NO LIABILITY FOR ANY LOSSES ARISING FROM OR RELATED TO ANY TRANSACTION IN SECURITIES CONDUCTED THROUGH THE SITE.

In addition to, and not in limitation of, the indemnity set forth in the Terms of Service, I agree to defend ROING Inc., ROING Portal, LLC, and their subsidiaries, affiliates, licensors and assignees and their respective officers, directors, managers, stockholders, members, agents, partners and employees (the "ROING Indemnitees"), from and against any and all claims, actions, suits, demands or other proceedings brought by or on behalf of any third party, and to indemnify and hold the ROING Indemnitees harmless against any losses, liabilities and other damages (including, but not limited to, reasonable attorneys' fees), in any case arising out of or related to my use of the Site and the Services in connection with any transaction in securities. I understand this defense and indemnification obligation will survive following the termination of my use of the Site and the Services.

Notice and SPV Rights:
I understand that my use of the services of ROING, Inc. or ROING Portal LLC, obligates me and my Startup to provide notice to ROING about any upcoming financing rounds or significant transactions like mergers and acquisitions. The Startup also agrees to give a future SPV advised by ROING Advisors LLC, or an affiliate of ROING, the right to participate in its future financing rounds (except those conducted under Regulation CF) up to its “pro rata share” (the "SPV Rights"). “Pro rata share” is defined as the ratio of (x) the number of securities purchased in all of Startup’s Reg CF offering(s) made through ROING Portal to (y) the Startup’s Capitalization. “Capitalization” is calculated as of immediately prior to the relevant round of financing, including all issued and outstanding shares of the Startup’s capital stock and all options, restricted stock awards, RSUs, SARs, warrants, or similar securities, vested or unvested.

Yearly Fee and Dissolution of SPV:
I understand and agree that my Startup will pay ROING a yearly fee of $1,000 if contemplated in the listing agreement between my Startup and ROING. If present in the listing agreement and my Startup fails to pay the yearly fee to keep the Reg CF SPV active, ROING has the right to dissolve the SPV, resulting in my Startup's investors being reflected directly in my Startup's capitalization records.

ROING Community Allocation:
I understand and agree that my Startup agrees to reserve a portion of the Securities issuable in the financing for investors in the ROING community equal to (i) if the maximum offering size is $1,235,000 or less, 10% of the maximum offering size; or (ii) if the maximum offering size is over $1,235,000, 5% of the maximum offering size (the "ROING Community Allocation"). ROING may determine, in its sole discretion, which investors are eligible to participate in the ROING Community Allocation. In the event that ROING chooses not to exercise such allocation or there is insufficient interest from the ROING community, the remaining Securities will be allocated in the method described in the Startup’s Form C.

ROING's Right to List Startup:
I agree that ROING, Inc. or ROING Portal LLC, as the case may be, shall have the right, but not the obligation, to list Startup on the Site as a customer who uses the Services and in other materials promoting the Services. I further agree that if I use the Site to raise capital for Startup, ROING Inc. or ROING Portal, LLC has the right, during and after the term of this Agreement, to list Startup and details of the transaction on the Site and in other materials promoting the Services.

Nominee Terms & Conditions:
1. Background and Definitions
1.1 These Investor Nominee Terms apply between the Investor, the Nominee, and ROING Inc and its affiliates (ROING) in relation to the investment and form part of the Investor Agreement.

1.2 It has been agreed that the Investor will invest for Securities issued by the Company, which Securities will be held on behalf of the Investor by the Nominee, upon the terms and subject to the conditions set out in the Company’s campaign offering page and associated documentation (for example, a Key Investment Information Sheet) on the platform hosted by ROING, these Investor Nominee Terms, and the Investment Documentation.

1.3 In consideration of the Nominee acting as the legal holder of the Securities for the Investor and in consideration of the mutual promises and covenants made in these Investor Nominee Terms and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree to these Investor Nominee Terms.

1.4 Unless otherwise defined or unless the context otherwise requires, words and expressions defined in the Investor Agreement shall have the same meanings in these Investor Nominee Terms. References to "these Investor Nominee Terms" shall mean reference to the provisions set out in this Schedule. Subject to the foregoing, in these Investor Nominee Terms:

Data Protection Legislation:
Business Day means a day (other than a Saturday, Sunday, or public holiday) when banks in Ireland and the Netherlands are open for business;

Company means a company in which Investors have invested via an offering on the platform hosted by ROING and on behalf of whom the Nominee holds the legal title to the Securities;

Data Protection Legislation means all applicable laws relating to the processing of Personal Data and privacy including, without limitation, the Irish Data Protection Acts 1988 to 2018, the e-Privacy Directive (2002/58/EC) and the General Data Protection Regulation (EU) 2016/679 (GDPR) and, where the context so requires, equivalent or replacement legislation of any applicable jurisdiction, delegated legislation of other national data protection legislation, and all other applicable law, regulations and approved codes of conduct, certifications, in any relevant jurisdiction relating to the processing of Personal Data. For the purposes of these Investor Nominee Terms, the terms "Personal Data", “controller” and "processing" will have the same meanings as ascribed to those terms in the GDPR;

Definitions:
Encumbrance: means any type of encumbrance or security interest of any nature, including any mortgage, charge, assignment, hypothecation, pledge, lien, or security interest, agreement or arrangement having a similar effect, any option or right of pre-emption or first refusal, or any adverse claim or right or third party right. Investment Documentation: means any agreement, deed, letter, instrument, certificate, or document relating to the Investment, including but not limited to application forms, resolutions, board minutes, disclosure letters, non-disclosure or other agreements, heads of agreements, investment agreements, loan note instruments, constitutions, subscription agreements, shareholders’ agreements, subscription and shareholders’ agreements, advance subscription agreements, option agreements, and/or simple agreements for future equity. This includes any document providing for warranties (including as to title) and/or indemnities to be given by an Investor, or the granting of any power of attorney by an Investor to any other person(s). Investor: has the meaning given to it in the Investor Agreement. Investor Agreement: means the Lead Investor Agreement entered into between the Lead Investor, ROING, and the Company in relation to each investment campaign. Nominee: means ROING Investments Limited, a private limited company incorporated in Ireland with registered number 712956, and any person to whom the Nominee may transfer the legal interest in the Securities in accordance with these Investor Nominee Terms. Regulations: means the European Union (Anti-Money Laundering: Beneficial Ownership of Trusts) Regulations 2021 (as may be amended from time to time). Securities: means the shares of any class, loan notes, convertible promissory notes, equity or debt securities, convertible securities, warrants, options, advanced subscription rights, profit participation notes, or other securities of any type or class in the capital of the Company. This includes Existing Securities and all other securities (Future Securities) that the Investor may become interested or entitled to in the future.

Appointment:
2.1 The Investor appoints the Nominee to hold legal title to all Existing and Future Securities in accordance with the provisions of these Investor Nominee Terms. 2.2 The Nominee confirms, acknowledges and agrees that it:
(a) will be the registered legal owner of the Existing Securities and hold them as a nominee and on bare trust for the Investor absolutely;
(b) will be the registered legal owner of any Future Securities and hold them as a nominee and on bare trust for the Investor absolutely;
(c) has no beneficial interest in the Securities. 2.3 The Investor acknowledges and agrees with the Nominee and ROING (for itself and as trustee for its affiliates) that:
(a) the Securities are subject to the rights, restrictions, privileges, terms, and conditions set out in the Investment Documentation (as if the Investor were the legal owner of the Securities);
(b) it will be bound by the Investment Documentation and may not be entitled to sell, transfer, or otherwise dispose of any legal or equitable interest in any of the Securities unless it is a transfer made in accordance with the terms of the Investment Documentation;
(c) it will not take or endeavor to take, or direct or instruct the Nominee or Lead Investor to take or endeavor to take any action contrary to the terms of the Investment Documentation.

Lead Investor Advice to Nominee:
3.1 In accordance with the Investor Agreement, the Investor agrees that the Lead Investor has the right to advise the Nominee in the performance of the actions set out in the Investor Agreement and/or under any Investment Documentation. The Investor hereby irrevocably and unconditionally instructs, directs, and authorizes the Nominee to take all such action and do all such things in relation to the Securities as advised to the Nominee by the Lead Investor and acknowledges that it may not directly instruct the Nominee to take any action. 3.2 The Nominee will be responsible for the performance of only such duties and obligations as are set out in these Investor Nominee Terms or are contained in any written instructions received from the Lead Investor. Such performance is subject to all applicable laws and regulations. 3.3 The Nominee shall be entitled to rely on any communication, authority, or document believed by the Nominee to be genuine and correct or to have been signed, sent, made, or given by the Lead Investor. The Nominee shall be entitled to consult legal advisers selected by the Nominee (including advisers affiliated with ROING in respect of the Securities) and to rely on their advice and to appear in any legal proceedings affecting the Securities to which the Nominee may be made a party. 3.4 The Nominee shall not be obliged to take any action where the Lead Investor has: failed to advise the Nominee; not given clear or unequivocal advice; where, upon receipt by the Nominee of instructions (on a Business Day), the time period indicated by the Company for responding to any matter has already passed, or the Company has indicated that the matter has already been consented to, passed, approved, or otherwise by a requisite majority not including Securities held by the Nominee, or where the Nominee (acting reasonably) has concerns regarding the Lead Investor's instructions (for example, if the Lead Investor may have a conflict of interest - as further described in the Lead Investment Agreement).

Power of Attorney:
4.1 The Investor hereby irrevocably and unconditionally appoints the Nominee and any director from time to time of the Nominee (Attorney) to be its lawful attorney and with full power and authority in its name and on its behalf and as its acts and deeds, with full authority to: (a) enter into any Investment Documentation (and any amendment or replacement document(s)) on behalf of the Investor;
(b) execute all such deeds and other documents as advised by the Lead Investor;
(c) agree to sell and/or transfer, the Securities (or any of them) or any rights or interests therein (including the legal and beneficial interest), for such price and/or other consideration and upon such terms as the Lead Investor so advises and to enter into all agreements connected with or ancillary to any such sale or transfer and to give all covenants, undertakings, warranties, and indemnities in relation thereto, and to execute an instrument or instruments of transfer in respect of the Securities, or any part thereof or any such interest therein aforesaid;
(d) give all consents and waivers and to refrain from exercising or enforcing all rights as shall for the time being and from time to time be capable of exercise or enforcement by the Investor in respect of the Securities;
(e) exercise all voting rights attaching to the Securities, including to cast votes in respect of the Securities at all meetings of the Company or of classes of Securityholders of the Company (or abstain from doing so) and to appoint proxies and generally to do all things commonly required at or in relation to such meetings, including the giving of consents to the holding thereof at short notice, the calling for a poll, the election of a chairperson, and other similar matters;
(f) receive all dividends, distributions, assets, distributions in specie, new securities, interest and any other payments whatsoever arising from the Securities;
(g) without prejudice to Clause 4.1(a) above, to transfer the legal and beneficial ownership in the Securities pursuant to a provision in any Investment Documentation requiring the compulsory transfer of the Securities; and
(h) generally act in relation to the Securities in all respects as the Investor could do. 4.2 The Investor will not issue, sign or execute any instrument and undertakes to immediately revoke any powers given under such instrument, which contradict or are inconsistent with the power of attorney granted under this Clause 4. If the Investor fails to revoke such an instrument, the Attorney is authorized to revoke the powers given in that instrument which contradict or are inconsistent with the power of attorney which has been granted. 4.3 The parties declare that a person who deals with the Attorney in good faith may accept a written statement signed by the Nominee to the effect that the power of attorney in this Clause 4 has not been revoked as conclusive evidence of that fact. 4.4 The parties declare that any agreements, certificates, instruments, other documents, acts, and things which shall be executed or done by the Attorney by virtue of the power of attorney granted in this Clause 4 shall be as good, valid, and effectual to all intents and purposes whatsoever as if they had been executed or done by the Investor. 4.5 Each Attorney may in his or her sole discretion from time to time delegate to an agent (including but not limited to, the officers and directors of the agent) the exercise of one or more of the powers conferred on an attorney. For the avoidance of doubt, no agent shall have the power to make a delegation. 4.6 The Investor hereby undertakes to ratify everything which the Nominee, acting as its attorney under the power contained in this Clause 4 shall do or purport to do by virtue of the power of attorney hereby granted and declares this power of attorney to be irrevocable and unconditional for the term of these Investor Nominee Terms. The power of attorney granted under this Clause 4 is irrevocable, granted by way of security for the obligations of the Investor under the Investor Agreement and these Investor Nominee Terms, and is coupled with an interest.

5. Registration:
5.1 The Investor agrees that for so long as the Investor shall hold any beneficial interest in the Securities: (a) it is a fundamental condition of the Investor Agreement that any and all Securities in the capital of the Company, upon the Investor acquiring any interest therein by the issue or transfer thereof or otherwise howsoever, shall forthwith be and remain registered in the name of the Nominee; and (b) the Investor agrees not to exercise any rights, entitlement, or interest of any nature whatsoever in respect of the Securities which he would otherwise be entitled so to do by virtue of being the holder of the beneficial interest in the Securities. 5.2 The Investor confirms to each of ROING and the Nominee that all of the Securities will, upon their registration in the name of the Nominee, be free from all Encumbrances.

6. Transfers:
6.1 The Investor understands and acknowledges that the Securities will have restricted transferability and the Investor will be able to transfer its beneficial interest in the Securities only at the sole discretion of the Nominee, which may consult with the Company, the Lead Investor, ROING, and/or the Nominee’s legal advisers (including advisers affiliated with ROING) in determining whether to approve such transfer. The Nominee and ROING reserve the right to require that, for any proposed transfer by an Investor: (a) the proposed transfer is consistent with the organizational documents of the Company;
(b) appropriate information is provided to ROING and the Nominee regarding the proposed transfer and the transferee (including without limitation the name and address of the transferee, the number of Securities being transferred, the date of the transfer and the price at which the Securities are being transferred and any other information reasonably required);
(c) the transferee successfully completes “know your customer” and/or anti-money laundering checks;
(d) the transferee is, or immediately on the completion of the transfer becomes, a member of the ROING platform;
(e) following completion of the transfer, the transferee is deemed to have adhered to and shall be bound by the terms of this Agreement in all respects as an "Investor";
(f) a processing fee is paid by the transferor and/or transferee;
(g) such other requirements as the Nominee or ROING may reasonably determine have been met. 6.2 The Investor agrees that if at any time any Securities are required to be transferred to any person (i) under law or any term of any Investment Documentation requiring the compulsory transfer of the Securities, (ii) upon the advice of the Lead Investor, the Nominee shall transfer the legal and or (on behalf of, and as attorney for the Investor) the beneficial title to such Securities without the need for the prior consent of the Investor (or without consulting the Lead Investor if a transfer is proposed to be made in circumstances falling within Clause 6.2.(i) hereto) and the Nominee shall transfer or direct the transfer of funds to ROING to hold any proceeds of such transfer on trust for the relevant Investor or to the Investor in accordance with the Investor Agreement.

7. General Dealing:
7.1 Subject always to the terms of the Investment Documentation, the Nominee shall have full power and authority or as required pursuant to the Investment Documentation, upon the express advice of the Lead Investor, to take and implement all and any decisions in respect of the Securities and/or any interests, rights, entitlements or obligations relating thereto, including without prejudice to the generality of the foregoing: (a) offering the Securities for sale;
(b) granting any option over the Securities;
(c) agreeing to sell the Securities pursuant to any offer made for them and entering into all agreements, Agreements, instruments (including, without limitation, any share purchase agreement, Agreement of tax covenant, escrow agreement and/or sellers' representative agreement) and giving all warranties, covenants, indemnities, undertaking and commitments related to or ancillary to any such sale;
(d) declining to take up or accept any Securities, loan notes or any other securities in the Company or any other company offered in consequence of the holding of the Securities;
(e) attending any meeting of the Securityholders of the Company or any class thereof and acting thereat as to votes, approvals, consents, calls for a poll and other matters at its absolute discretion as to all of the Securities in accordance with the provisions of the Investment Documentation;
(f) complying with the terms of any deemed transfer notice or drag along notice issued in accordance with the terms of the Investment Documentation, including permitting the redemption or purchase of the Securities in accordance with the terms of the Investment Documentation;
(g) to accept Securities in the capital of any company where such Securities are issued pursuant to the re-organisation of the Company and/or the group of companies of which the Company is a member and to hold such Securities in accordance with these Investor Nominee Terms and in such instance any reference in these Investor Nominee Terms to "Securities" shall be construed to mean those Securities so issued and any reference in these Investor Nominee Terms to "Company" shall thereafter mean the company who has allotted Securities in consequence of the re-organisation;
(h) generally behaving in relation to the Securities (subject to and in accordance with the Investment Documentation as if it were the owner thereof, but subject to the provisions of these Investor Nominee Terms). 7.2 The Investor acknowledges that the Nominee shall not be required or obligated to enforce any term of any Investment Documentation on behalf of itself or any Investor.

8. Funds:
Subject to Clauses 8.2 and 8.3 below, all cash dividends, cash distributions, interest, payments and other monies accruing to and received by the Nominee pursuant to or in respect of the Securities shall be the property of and belong to the Investor. The Nominee is hereby authorised, for administrative purposes only, to lodge (or to direct the Company or other third party to pay) to an account maintained by it, ROING, or otherwise in accordance with the Investor Agreement and all applicable regulations any monies received by the Nominee for the account of the Investor, but shall as soon as is reasonably practicable after receipt, remit to the Investor all funds received by the Nominee in respect of or pursuant to the Securities held by it as nominee and/or as agent for the Investor, after deducting or retaining any amounts which it is required by law to deduct or retain and any other amounts that are due under the Investor Agreement such as Carried Interest, and the payment to the Investor shall be sufficient evidence of payment and shall be a good discharge to the Nominee and ROING.

8.1 Where a sum of less than EUR10.00 has accrued to and been (or is due to be) received by the Nominee in respect of the Securities of the Investor a (“de minimis amount”), the Nominee shall not be obliged to remit or direct remittance of each such de minimis amount to the Investor immediately after payment by a Company of it in accordance with Clause 8.1 above but is hereby authorised, for administrative purposes only, to retain all de minimis amounts as are received by on behalf of the Investor it from time to time in an escrow account maintained by an authorized payment service provider engaged by ROING for the account of the Investor and shall only be obliged to remit the de minimis amounts to the Investor once the aggregate of the de minimis amounts held in such escrow account exceeds EUR10.

8.2 Notwithstanding anything to the contrary, the Nominee and/or ROING may from time to time charge the Investor fees and expenses necessary for providing the services under this Agreement and which may be deducted from any funds received in respect of any Securities. Any such fees and expenses shall be exclusive of any fees and expenses which are covered by the Investor Agreement.

9. Notifications:
The Nominee will not be required to send to the Investor (unless it is the Lead Investor, in which case the terms of the Lead Investor Agreement shall apply as regards notifications) any notices, accounts or other documents received by it as holder of the Securities.

10. Liability:
10.1 Except in the case of fraud, none of the Nominee, its directors or shareholders shall be liable to the Investor for the manner in which it shall exercise or perform any of its duties or discretions hereunder, or for any failure to do so.
10.2 The Nominee shall have no liability of whatsoever nature for any loss suffered or incurred by the Investor occasioned directly or indirectly by reason of: (i) any delay in actual receipt by the Nominee of any advice from the Lead Investor; (ii) any delay in actual receipt by the Nominee of any notice of any payments, redemption or any other transaction whatsoever regarding the Securities in respect of which the Nominee is advised by the Lead Investor to take any action; and/or (iii) any actions undertaken by the Nominee in accordance with any advice received by the Nominee from the Lead Investor.

10.3 The Nominee will be responsible for the performance of only such duties and obligations as are set forth in these Investor Nominee Terms.
10.4 The Investor hereby indemnifies and shall keep indemnified the Nominee and its directors and shareholders against all losses, liabilities and damage which the Nominee may suffer and any action, proceedings, costs, damages, expenses, claims and demands taken against, incurred by or suffered by the Nominee, arising from its acting as nominee pursuant to these Investor Nominee Terms or otherwise performing its obligations and functions hereunder save where any of the aforementioned matters arise solely out of any acts of fraud of the Nominee.
10.5 The Nominee shall not be required or obligated to take any action in relation to any Securities or any Company unless the Investor agrees to indemnify the Nominee for any and all cost(s), expense(s) (including legal fees), liabilities, claim(s) and/or charge(s) incurred by the Nominee in such enforcement.
10.6 The Investor hereby agrees and acknowledges that any taxes payable in respect of, or in connection with, the Securities and any of the proceeds arising from their issue or sale shall be the sole responsibility of the Investor and shall be paid by the Investor when due and payable and the Investor hereby indemnifies and shall keep indemnified the Nominee, its directors and shareholders against any costs, charges, losses and expenses, howsoever arising, as a result of non-payment or delayed payment by the Investor of any such taxes.
10.7 The Nominee shall be entitled from time to time to obtain the advice of professional advisers, including advisers affiliated with ROING with respect to any matter pertaining to the Securities, Investment Documentation and/or the Nominee’s responsibilities under these Investor Nominee Terms. The Nominee shall be entitled to rely on all such advices and to act for the purposes of these Investor Nominee Terms in accordance therewith and shall have full and complete authorisation and protection with respect to any such action taken in good faith.
10.8 This Clause 10 shall survive termination or expiry of these Investor Nominee Terms for whatever reason.

11. Reporting Obligations and Data Protection Acknowledgement:
11.1 To the extent these Investor Nominee Terms constitute the creation of a Relevant Trust (as defined in the Regulations) and the Investor here expressly irrevocably and unconditionally: (a) authorises, instructs and directs the Nominee and ROING to take all such action and do all such things to facilitate and ensure compliance by the Nominee of its obligations under the Regulations as regards the trust(s) created pursuant to these Investor Nominee Terms including for the avoidance of doubt submitting details of the Investor and the Investor’s interest in the Securities with the Central Register of Beneficial Ownership of Trusts maintained by Revenue Commissioners of Ireland (or any other competent authority from time to time), as required under the Regulations, such information to include (but may not be limited to) the Investor’s name, residential address, date of birth, nationality, personal public service/social insurance number (or other tax number), passport or national identification number (“Investor Details”); and (b) undertakes to (i) provide (in a timely manner and without delay) the Nominee and ROING with all and any Investor Details which may be requested by the Nominee for the purposes of complying with its statutory obligation and (ii) notify the Nominee (within one month), in the event that any change occurs in (x) the Investor's interest in the Company and/or (y) any Investor Details previously provided to the Nominee; and

11.2 The Investor consents to, where required and otherwise acknowledges for all purposes (including all Data Protection Legislation) (i) the receipt, use and retention (in electronic or other form) by the Nominee and the Company of any Personal Data provided to them under or in relation to these Investor Nominee Terms (ii) the provision of all such information to the Revenue Commissioners or other competent authority (as well as advisers to the Company and/or the Nominee) as required to comply with the Regulations or any other legal obligations imposed on either of them; (iii) the provision of such information to any financial, legal or other advisers of the Company; (iv) the provisions of such information to any third party as may be strictly necessary in the context of any transfer of the Securities to any third party (which third party may be located outside of Europe).

11.3 The Company, the Nominee, and ROING shall each act as an independent controller in respect of all Investor Personal Data processed under or in relation to the arrangements governed by these Investor Nominee Terms by either of them.

11.4 The Nominee and ROING shall collect, store and otherwise process personal data relating to the Investor on the basis of its contractual obligations to the Investor under these Investor Nominee Terms.

11.5 The Company shall collect, store and otherwise process personal data relating to the Investor on the basis of its contractual obligations to the Investor under these Investor Nominee Terms, or on the basis of its legitimate interests.

11.6 Both the Nominee and ROING will process Investor Personal Data in accordance with the ROING privacy notice hosted as https://wefunder.com/terms#privacy.

11.7 The Company, the Nominee, and ROING each agree as follows in respect of Personal Data processed under these Investor Nominee Terms: (a) to meet the requirements of the Data Protection Legislation and in particular their obligations as data controllers; (b) to cooperate as necessary to respond to any data subject requests or queries; and (c) to cooperate as necessary to respond to any actual or suspected data security incident in a timely manner.

12. General:
12.1 Assignment (a) The rights of the Investor shall be deemed to be personal rights and shall not be assignable unless approved in writing, in advance, by ROING or the Nominee at their own discretion. Any purported transfer of the beneficial title to the Securities by the Investor that is not in accordance with this Agreement shall not be recognised by ROING, the Nominee or the Company. (b) The rights and obligations of the Nominee may be assigned or novated by the Nominee to any person to whom the Nominee transfers the legal interest in any Securities (only) (Replacement Nominee) and the Replacement Nominee shall agree to be bound by the obligations under these Investor Nominee Terms and its successors in title to the transferee of the legal interest in the Securities without the consent of the Investor to these Investor Nominee Terms and such transferee shall thus be entitled to the benefit and subject to the obligations of the provisions of these Investor Nominee Terms as if that transferee were named in these Investor Nominee Terms as the party entitled thereto. (c) The rights and obligations of ROING Inc may be fully or partly assigned or novated by it to any affiliate or group company at any time and the Nominee may execute any such deed of novation (or other document to effect such assignment or novation) on behalf of the Investor, using the power of attorney granted by the Investor under Clause 4. 12.2 Binding on Successors The provisions of these Investor Nominee Terms shall enure to the benefit of and be binding upon the respective successors and personal representatives of the parties hereto. 12.3 Modification (a) No modification of any provision of these Investor Nominee Terms shall be binding unless the same shall be evidenced by the provision of fresh electronic consent by each of the parties in accordance with Clause 12.7 below. For the avoidance of doubt, ROING and/or the Nominee reserve the right to amend these terms on future investment campaigns to which the Investor may separately become a party. If any clause is deemed invalid or unenforceable, it shall not impact upon the remainder of this Agreement which shall remain in force. (b) In the event that any of terms of these Investor Nominee Terms be adjudged to be invalid or unenforceable by any court of competent jurisdiction but would be adjudged fair and reasonable if any part of the wording thereof were amended, modified, deleted or reduced in scope then this clause shall apply with such amendments, modifications, deletions and reductions in scope as may be necessary to make them valid and effective. 12.4 Notices (a) Any notice or other communication required or permitted to be given or made under these Investor Nominee Terms shall be in writing and addressed or sent: if to the Investor in accordance with the provisions of the Investor Agreement; if to the Nominee by e-mail to: nominee@wefunder.com; if to ROING by e-mail to: compliance@wefunder.com; (b) Any notice or other communication required or permitted to be given or made under these Investor Nominee Terms shall be validly given if delivered by electronic means, such as by e-mail and shall be deemed to be given or made at the time of the electronic transmission provided that if such notice is outside working hours (being 9.00am to 5.30pm on a Business Day), the notice or communication shall be deemed to be given or made at the start of working hours on the next succeeding Business Day. 12.5 Construction (a) In these Investor Nominee Terms words such as "hereunder", "hereto", "hereof" and "herein" and other words commencing with "here" shall, unless the context clearly indicates to the contrary, refer to the whole of these Investor Nominee Terms and not to any particular Section or Clause thereof. (b) References to holding company or subsidiary company, have the meaning given to those terms under the Irish Companies Act 2014. (c) References to any national or supra-national statute, regulation or statutory provision include a reference to that statute, regulation or statutory provision as from time to time amended, extended or re-enacted. (d) Save as otherwise provided herein, any reference herein to a section, Clause, schedule or paragraph shall be a reference to a section, sub-section, Clause, sub-Clause, paragraph or sub-paragraph (as the case may be) of these Investor Nominee Terms. (e) In these Investor Nominee Terms, reference to one gender shall be a reference to all genders and the singular shall include the plural and vice versa. References to persons shall include natural persons, firms, bodies corporate, unincorporated associations and partnerships, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality). (f) Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. (g) Any reference to any agreement shall be construed as including a reference to that agreement as amended, extended or restated, novated or assigned from time to time. (h) The headings and captions to the Clauses in these Investor Nominee Terms are inserted for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of these Investor Nominee Terms. (i) This Agreement can be translated from time to time. In the event of conflict between the English text and a translation, the English version shall prevail.

12.6 Governing Law These Investor Nominee Terms shall in all respects (including in respect of the formation of a contract and its performance) be governed by and construed in accordance with the laws of Ireland. The parties to these Investor Nominee Terms agree to submit to the exclusive jurisdiction of the courts of Ireland in relation to any disputes or proceedings arising out of or in connection with these Investor Nominee Terms. 12.7 Electronic Consent Each of the parties acknowledge and confirm that they have entered into these Investor Nominee Terms as of the date of electronic consent. Please see the Electronic Consent that is available on the ROING website at: https://wefunder.com/terms and which is expressly incorporated into the Investor Agreement.