Citrine Angels Membership Agreement
Last Revised on August 1, 2020
Citrine Angels, Inc. is a Maryland public benefit corporation (collectively with its affiliates, managers, members, advisors, partners, related parties, officers, employees, consultants, representatives, successors and assigns, and their respective affiliates and related parties the “Company”, the “Group”, “us”, “our”, and “we”).
Requirements Of Membership. In order to qualify as a “Member” of the Group, you must:
- Pay the Company’s annual membership dues on the date hereof, which are non-refundable; and
- Qualify as an “Accredited Investor” as defined by any ONE of the criteria below:
- You are a natural person whose net worth, individually or with your spouse, on the date of this Agreement, exceeds $1,000,000. For purposes of this item “net worth” means the excess of total assets at fair market value (including personal and real property, but excluding the estimated fair market value of a person’s primary home) over total liabilities. Total liabilities excludes any mortgage on the primary home in an amount of up to the home’s estimated fair market value as long as the mortgage was incurred more than 60 days before the Units are purchased, but includes (i) any mortgage amount in excess of the home’s fair market value and (ii) any mortgage amount that was borrowed during the 60-day period before the closing date for the sale of Units for the purpose of investing in the Units.
- You are a natural person and had Income in excess of $200,000 in each of the two most recent years and reasonably expects to have Income in excess of $200,000 in the current year. For purposes of this item “Income” means annual adjusted gross income, as reported for federal income tax purposes, plus (i) the amount of any tax-exempt interest income received; (ii) the amount of losses claimed as a limited partner in a limited partnership; (iii) any deduction claimed for depletion; (iv) amounts contributed to an IRA or Keogh retirement plan; and (v) alimony paid; and (vi) any gains excluded from the calculation of adjusted gross income pursuant to the Internal Revenue Code of 1986, as amended
- You, together with your spouse, had joint Income in excess of $300,000 in each of the two most recent years and reasonably expects to have joint Income in excess of $300,000 in the current year.
- You are a director, manager, executive officer, or general partner of the Company or a director, manager, executive officer or general partner of a general partner of the Company.
- If not an individual, you are an organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of investing in a company introduced to you through our membership, with total assets in excess of $5 million.
- If not an individual, you are a trust with total assets in excess of $5 million, not formed for the specific purpose of investing in a company introduced to you through our membership whose purchase decisions are directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act.
- If not an individual, you are a private business development company as defined under Section 202(a)(22) of the Investment Advisers Act of 1940.
- If not an individual, you are (i) a bank or an insurance company (as defined under the Securities Act), (ii) a broker or dealer registered under Section 15 of the Securities Exchange Act of 1934 (the “Exchange Act”), (iii) an investment company registered under, or a business development company as defined under, the Investment Company Act of 1940, (iv) a Small Business Investment Company licensed by the Small Business Administration under Section 301(c) or (d) of the Small Business Development Act of 1958, (v) a plan established and maintained by any state, its political subdivisions, or any agency or instrumentality thereof for the benefit of its employees with total assets in excess of $5 million, (vi) an employee benefit plan under ERISA where the decisions are made by a plan fiduciary which is a bank, an insurance company or registered investment adviser or the plan has with total assets in excess of $5 million or, if self-directed, investment decisions are made solely by accredited investors.
- If not an individual, you are an entity in which all of your equity owners are accredited investors meeting at least one of the standards set forth above.
You represent and warrant to the Company that you qualify as an Accredited Investor as defined herein.
Confidentiality. You acknowledge that, as a consequence of membership in Citrine Angels, certain trade secrets and other information of a proprietary or confidential nature will be disclosed to you. You agree to keep all non-public information strictly confidential.
Non-Solicitation. You agree that any Member shall not solicit business from any other Member or entrepreneur/company who seeks funding from the Group, nor distribute promotional materials at membership meetings. Neither the Members, nor the membership list, nor entrepreneurs seeking funding from the Group, nor the database thereof, nor any confidential information, shall be exploited by any member for soliciting business.
Conflict of Interest. Members, when reviewing information presented (either verbally or in writing) to Members, or available on the Citrine Angels website or through other electronic systems or means, or presented or provided by entrepreneurs seeking funding from the Group, shall use reasonable judgment and if, in such Member’s reasonable judgment, an actual or potential conflict of interest could arise, shall notify the management of Citrine Angels, in writing and promptly after it is discovered. The notice shall contain the current and past nature of the relationship and any other information that would be relevant to the particular situation.
You further represent and warrant to the Company as follows: (i) the information contained in this Agreement is true and accurate as of the date hereof and may be relied upon by the Company; (ii) you have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; (iii) you understand that a false representation may constitute a violation of law, and agrees to indemnify and hold harmless the Company from and against any and all losses (including attorneys’ fees), damages or liabilities due to or arising out of any misstatement by you or any breach of your representations or warranties contained in this Agreement; (iv) you will notify the Company immediately of any material changes in the information provided herein; and (v) no commission, fee or other remuneration has been or will be paid or given, directly or indirectly, to any person for soliciting in any state any investment unless such person is appropriately registered under the laws of such state and with the Securities and Exchange Commission under the Exchange Act, if necessary.
You agree to provide the Company with any additional information that it requests, including to confirm the information set forth herein and your Accredited Investor status. Any breach of this Agreement, including any failure to provide such documents or information, may result in the termination of your membership and use of the Company’s Website, at the Company’s sole discretion, and without notice or liability to you of any kind.