MEMBER PARTICIPATION AGREEMENT of N1 Angel Investment Collective
This Member Participation Agreement (this Agreement) is entered into by and between N1AC Labs, LLC, a limited liability company organized under the laws of the State of Delaware (the Platform), and the undersigned individual (the Member), effective as of the date of execution by the Member (the Effective Date).
1. Purpose and Nature of the Platform
The Platform is a member-based angel investment collective established for the purpose of facilitating independent early-stage investment activities among eligible members through shared sourcing, structured discussion, and transaction access.
The Platform does not operate as, and expressly disclaims being, an investment fund, investment adviser, broker-dealer, fiduciary, pooled investment vehicle, or asset manager. The Platform does not manage, control, or custody capital on behalf of any Member.
All investment decisions are made solely and independently by each Member, and each Member bears full responsibility for the economic consequences of such decisions.
2. Member Eligibility and Representations
By executing this Agreement, the Member represents, warrants, and covenants that:
(a) the Member is an Accredited Investor within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended;
(b) the Member is participating for the Member’s own account and not as nominee, agent, or intermediary for any other person or entity;
(c) the Member possesses sufficient financial sophistication and experience to evaluate the risks associated with early-stage, illiquid investments; and
(d) the Member has the financial capacity to bear the complete loss of all capital invested pursuant to this Agreement.
3. Participation Commitment and Deposit
3.1 Election of Investment Commitment Tier
The Member hereby irrevocably elects one (1) of the following Investment Commitment tiers by checking the applicable box below. Such election shall be binding for the Participation Period defined herein.
☐ Option A — USD $50,000 Commitment
• Aggregate Investment Commitment: USD $50,000
• Minimum Investment Per Transaction: USD $15,000
• Participation Commitment Deposit: USD $10,000
• Platform Participation Allocation: 33.33% of Gross Investment Amount
☐ Option B — USD $100,000 Commitment
• Aggregate Investment Commitment: USD $100,000
• Minimum Investment Per Transaction: USD $30,000
• Participation Commitment Deposit: USD $20,000
• Platform Participation Allocation: 33.33% of Gross Investment Amount
☐ Option C — USD $300,000 Commitment
• Aggregate Investment Commitment: USD $300,000
• Minimum Investment Per Transaction: USD $30,000
• Participation Commitment Deposit: USD $40,000
• Platform Participation Allocation: 28% of Gross Investment Amount
☐ Option D — USD $1,000,000 Commitment
• Aggregate Investment Commitment: USD $1,000,000
• Minimum Investment Per Transaction: USD $30,000
• Participation Commitment Deposit: USD $60,000
• Platform Participation Allocation: 22% of Gross Investment Amount
The elected tier shall determine: (a) the Member’s aggregate Investment Commitment for the Participation Period; (b) the applicable Participation Commitment Deposit; (c) the minimum investment per qualifying transaction; and (d) the Platform Participation Allocation percentage applicable to qualifying transactions during the Participation Period.
3.2 Investment Commitment Obligation
The Member agrees, on a best-efforts basis, to deploy not less than the amount of the elected Investment Commitment into qualifying early-stage investment opportunities introduced through the Platform during the twelve (12) month period following the Effective Date (the “Participation Period”).
Nothing in this Agreement obligates the Member to participate in any specific transaction.
For purposes of determining whether the Member has satisfied the Investment Commitment, the Member’s Gross Investment Amount in each qualifying transaction, including any portion allocated to the Platform as a Platform Participation Allocation, shall be counted toward such Investment Commitment.
3.3 Participation Commitment Deposit
Upon execution of this Agreement, the Member shall remit to the Platform the Participation Commitment Deposit corresponding to the elected tier. The Participation Commitment Deposit: (a) shall be held in a segregated account or by a third-party custodian at the Platform’s discretion; (b) shall not be commingled with investment capital; (c) shall not be used for any investment purposes; (d) does not constitute a management fee, advisory fee, brokerage fee, or compensation for securities transactions; (e) functions solely as a commitment assurance mechanism.
If the Member satisfies the elected Investment Commitment within the Participation Period, the Deposit shall be returned in full within seven (7) business days, unless the Member elects in writing to apply it toward future qualifying investments. If the Member fails to satisfy the elected Investment Commitment within the Participation Period, the Deposit may be retained by the Platform to offset organizational, legal, and operational costs. The Platform may, in its sole discretion and upon written agreement, extend the Participation Period.
3.4 Early Termination; Deposit Treatment
If the Member completes the elected Investment Commitment within the Participation Period, the Participation Commitment Deposit shall be returned in accordance with Section 3.3. If the Member voluntarily withdraws, elects to discontinue participation, refuses to perform the Investment Commitment, or otherwise fails to satisfy the elected Investment Commitment during the Participation Period for any reason not constituting a material uncured breach by the Platform, the Participation Commitment Deposit shall be retained by the Platform. In the event of a material breach by the Platform that remains uncured following written notice and expiration of a thirty (30) day cure period, the Participation Commitment Deposit shall be returned in full. Any mutual termination shall be subject to written agreement of the parties regarding the treatment of the Participation Commitment Deposit.
4. Investment Autonomy and Structure
All investments introduced through the Platform are: (a) voluntary and non-binding; (b) evaluated and executed on a transaction-by-transaction basis; and (c) consummated directly between the Member and the applicable portfolio company; and for the avoidance of doubt, no investment involving the Member shall be consummated through any special purpose vehicle unless the Member provides prior written consent on a transaction-by-transaction basis.
The Platform does not require, direct, or compel any Member to participate in any transaction, nor does it aggregate or pool Member capital.
During the Participation Period, the Platform expects to introduce early-stage opportunities for discussion; however, it does not guarantee availability, quantity, or investability, and nothing herein obligates the Platform or any Organizer to participate in any transaction.
5. Platform Economic Participation
Certain qualifying transactions introduced through the Platform shall include a “Platform Participation Allocation,” pursuant to which the Platform shall directly acquire and hold, in its own name and for its own account, a specified portion of the economic interests in the applicable portfolio company at the time of investment, as disclosed in writing prior to execution of such transaction. The Platform Participation Allocation is not a management fee, membership fee, advisory fee, brokerage fee, or compensation for managing, advising, controlling, or supervising any Member capital. The specific Platform Participation Allocation applicable to a Member may vary based on the Member’s participation tier or commitment level, as disclosed in writing to the Member prior to the execution of each qualifying transaction.
Funding; Effect. The parties acknowledge and agree that, in each qualifying transaction, the Platform Participation Allocation shall be funded directly from the Member’s gross investment amount for such transaction (the “Gross Investment Amount”). Accordingly, the Member’s stated investment amount includes the portion allocated to the Platform, the net amount invested into the applicable portfolio company by the Member shall be reduced by the amount allocated to the Platform, and the Member’s resulting ownership interest in such portfolio company shall be correspondingly reduced at the time of investment. In connection with any qualifying transaction, up to approximately thirty-three and one-third percent (33.33%) of the Gross Investment Amount may be allocated to the Platform, depending on the Member’s participation tier, as disclosed prior to execution of such transaction. as its Platform Participation Allocation, as disclosed prior to execution of such transaction.
Credit Toward Investment Commitment. For purposes of Sections 3.1 and 3.2, the Gross Investment Amount (including any Platform Participation Allocation funded therefrom) shall be counted toward satisfaction of the Member’s Investment Commitment.
5.1 Transaction-Level Disclosure
Prior to execution of any qualifying transaction, the Platform shall disclose to the Member in writing: (a) the Gross Investment Amount; (b) the portion thereof allocated to the Platform as the Platform Participation Allocation; (c) the net amount to be invested into the applicable portfolio company by the Member; and (d) the resulting allocation of ownership interests between the Member and the Platform.
5.2 Affiliate and Organizer Participation Disclosure.
Prior to execution of any qualifying transaction, the Platform shall disclose to the Member in writing any material participation (including any economic participation, side allocation, or preferential terms) in such a transaction by the Platform, any affiliate of the Platform, or any Organizer, as such participation exists at the time of such disclosure.
5.3 Optional Sourcing Support Services.
Optional Sourcing Support Services. From time to time, the Platform may offer optional administrative or sourcing support services pursuant to separate written terms. Any such services are optional, do not constitute investment advice, do not alter the Member’s independent decision-making responsibility, and do not create any fiduciary or advisory relationship. For the avoidance of doubt, such services do not include negotiating transaction terms, soliciting investments, introducing capital on behalf of any issuer, or otherwise engaging in activities that would require registration as a broker-dealer under applicable securities laws.
6. No Investment Advice; No Fiduciary Relationship
The Member acknowledges and agrees that: (a) neither the Platform nor any Organizer, representative, or affiliate provides investment advice, tax advice, or legal advice; (b) no fiduciary, advisory, or trust relationship exists between the Platform and any Member; and (c) all discussions, presentations, analyses, and materials are provided solely for informational and discussion purposes. Each Member is encouraged to consult independent professional advisers prior to making any investment decision.
7. Illiquidity and Long-Term Risk
The Member acknowledges that investments made pursuant to this Agreement are speculative, high-risk, and illiquid. The Member further acknowledges that: (a) early-stage investments may be held for extended periods of time, potentially ten (10) years or longer; (b) no secondary market or liquidity event is guaranteed; and (c) the Platform does not provide liquidity, redemption, or exit mechanisms for Member investments.
8. Confidentiality
The Member agrees to maintain the confidentiality of all non-public information disclosed through the Platform, including but not limited to deal flow, discussions, materials, Member identities, and proprietary processes, except as required by law.
9. Conduct; Suspension or Termination
The Platform may suspend or terminate the Member’s participation upon written notice if the Member: (a) breaches this Agreement; (b) makes any material misrepresentation; or (c) engages in conduct reasonably determined to be detrimental to the integrity or operation of the Platform; provided that, except in cases involving fraud or willful misconduct, the Platform shall provide written notice and a reasonable opportunity to cure prior to termination. Termination shall not affect any rights or obligations arising from investments made prior to termination. Termination shall not affect the Member’s rights with respect to the Participation Commitment Deposit pursuant to Section 3.2, except in the event of a material breach by the Member involving fraud or willful misconduct, as finally determined by a court of competent jurisdiction.
10. Limitation of Liability
To the maximum extent permitted by applicable law, the Platform, its Organizer, and their respective affiliates shall not be liable for any losses, damages, or claims arising from: (a) investment decisions made by the Member; (b) the performance or failure of any portfolio company; or (c) actions or omissions of other Members or third parties. Notwithstanding the foregoing, nothing in this Agreement shall be construed to limit or exclude liability arising from fraud, willful misconduct, or knowing misrepresentation, as determined under applicable law.
11. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
12. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, representations, or understandings, whether written or oral. Sections 5, 5.1, 8, and 10 shall survive termination or expiration of this Agreement.
No Reliance Clause
The Member acknowledges and agrees that it has not relied upon any oral representations or statements other than those expressly set forth in this Agreement.
Execution
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Platform:
N1AC Labs, LLC
By: ___________________________
Name:
Title:
Date: ___________________________
Member:
Name: ___________________________
Signature: _______________________
Date: ___________________________