1. San Diego Angels, Inc., dba NuFund Venture Group, (“NuFund”) is an independent 501(c)6 nonprofit organization.
2. MEMBERSHIP REQUIREMENTS. Membership in NuFund is a privilege extended to individual accredited investors (“Members”) defined according to Rule 501 of Regulation D of the Securities and Exchange Commission (SEC), and is subject to periodic renewal, non-renewal, revocation, termination or suspension by the board of directors (“Board”) elected from time to time by the Members. Prospective Members must complete a Membership application and submit to one or more reviews, as determined by the Board. Individual principals, partners or employees of entities that become affiliates of NuFund, such as VC Affiliates, may be designated by the Board to be Members.
3. MEMBERSHIP PURPOSE and DISCLOSURES. The purpose of Membership is to provide Members exposure to opportunities to invest in early-stage companies located or doing business primarily, but not exclusively, in Southern California (including specific investment opportunities presented by other Members) and to provide forums for education and active interchange of information and ideas regarding the formation, development and financial structuring of early-stage companies. No prospective investment opportunity presented is offered or endorsed by NuFund. Each Member shall make full disclosure during any educational or other presentation of an investment opportunity that is contemplated by, or presented to, Members in which such Member has, or may be perceived to have, any interest (whether financial, direct, indirect or otherwise).
4. PARTICIPATION AND INVESTMENT EXPECTATIONS. Members are expected to attend most screening and dinner meetings, should anticipate and be qualified to invest at least $10,000 per year in companies in which other Members invest, actively participate in due diligence and lead investment opportunities. Members are expected to make a significant contribution to the operation of NuFund, including serving on NuFund committees, serving on the Board, identifying investment opportunities, and serving on the board of directors or board of advisors of companies that have been reviewed with the Membership. Members must actively participate in this process to share in the benefits of the NuFund programs and to make their participation beneficial to other Members. Members’ contributions and activities may be reviewed annually by the Board when evaluating Membership renewal.
5. NO COMPENSATION FOR FUNDRAISING. Member acknowledges the importance of NuFund’s funding process remaining unbiased, transparent and open. No Member or VC Affiliate may under any circumstances advertise, say, or imply to any company or entrepreneur that the likelihood of NuFund funding will be enhanced based on compensation of any sort to the Member or VC Affiliate. No NuFund Member may, directly or indirectly, be compensated by the company for soliciting investment from another NuFund Member.
6. CONFLICT OF INTEREST. NuFund does not prohibit Members from working for companies applying for funding. However, to avoid potential actual or perceived conflicts of interest (whether financial, direct, indirect or otherwise) during the due diligence process, a Member must take whatever steps are necessary to disclose such potential conflict of interest or the appearance of a conflict of interest in all verbal and written communications with other NuFund Members. A Member who is involved in discussions about possible compensation of any kind with a company which is being considered for NuFund funding must disclose this information as soon as such discussions are held, and also when any action is taken. Such disclosure should, at least, be made on the NuFund chat platform in a dedicated posting easily accessible to all Members interested in that particular investment opportunity, and included in all announcements made at NuFund meetings. A Member may not act as a deal lead for an investment opportunity while serving as a consultant, an employee of, or receiving any compensation from the company.
7. NO INVESTMENT RIGHTS. NuFund has no authority or responsibility to accept or reject any Member as a prospective or actual investor. The issuer, in its sole discretion, may accept or reject any potential investor, based on the issuer’s sole discretion and judgment as to which investors best meet its needs, and subject to other issuer’s provisions or restrictions (such as minimum investment requirements and maximum investment limits). Issuer may accept other investors who are not Members. Membership does not create any rights for a Member to participate in any particular investment opportunity that may be the subject of a presentation or other educational meeting.
8. DUE DILIGENCE RESPONSIBILITY. Each Member is solely responsible for his/her own due diligence while evaluating any particular investment opportunity. Neither NuFund nor any of its Members, Board Directors, Staff or Analysts shall be responsible for any other Member’s due diligence, lack thereof, or reliance thereon. Members are encouraged, but not required, to share any due diligence findings.
9. CONFIDENTIALITY. Members agree to keep all Company information confidential, except when legally required, protecting their own interests in the Company, publicly known, or obtained independently. This includes information about the Company, its assets, Members, and Portfolio Companies. NuFund allows disclosure to confidential advisors (accountants, attorneys, etc.).
10. NO LIABILITY. Each Member understands that NuFund neither offers nor endorses prospective investment opportunities. Rather, each Member is solely responsible for making his or her individual and independent investment decisions, both as to the suitability of an investment and as to the amount that he or she wishes to commit, based on the Member’s own individual evaluation of the merits of the proposed investment. Each Member agrees that NuFund will have no responsibility for the accuracy, completeness or merits of any information presented, or the success or failure of any company or any investment decision made by any Member. Neither NuFund nor any of their Members will have any responsibility or liability for the decision of any other Member or any issuer with respect to any matter related to any Member’s participation or non-participation in any investment opportunity.
11. NO JOINT VENTURE OR PARTNER. In no way shall NuFund, however organized, be deemed to create a joint venture or partnership among its Members, or to create any fiduciary duty or any other kind of obligations among or between any Members or NuFund. Neither NuFund nor any Member shall have any responsibility or liability for the decision of any other Member or any issuer with respect to individual participation in any investment opportunity.
12. WAIVING ANY RIGHT TO SUE. By signing this ROMAC, each Member expressly waives any right to sue or bring any action or proceeding of any sort against any one or more of NuFund, its Board of Directors, Committees or members thereof, or any Member or former Member, Staff or Analysts, or any person, organization or member of an organization that has co-invested or is considering or has considered co-investing with NuFund members in any company (a “Co-Investor”), in each case on the basis of any activity, including but not limited to, service as a board member or advisor of an NuFund portfolio company, any investment presentation or opportunity, or the success or failure of any investment, the sharing of information, whether in connection with due diligence or otherwise, among Members or by any Member with any third party, or any educational program or other operation of NuFund. This shall not prohibit any Member of NuFund from being a member of a class in an action brought by a third party, but no Member of NuFund shall be in the initiator or promoter of any such suit.
13. PROSPECTIVE MEMBER REFERRAL. Members are encouraged to identify prospective candidates for membership in the NuFund and to coordinate invitations to prospective members with the Executive Director. The core mission of NuFund meetings is to review opportunities and to share due diligence regarding prospective investments, and, in turn, assisting companies with business strategy and implementation, team building, and fundraising. We do not encourage social guests or the use of NuFund for sole purposes of “networking.” All invitations to guests must be approved in advance by the President, Executive Director or VP of Membership, who will evaluate invitations in terms of the purpose of the invitation, space limitations, and the appropriateness of the invitation in terms of the mission of NuFund.
14. 13. RESPECT OF NuFund BYLAWS & ROMAC. As a condition precedent to grant, renew or continue Member status, it shall be conclusively presumed that a Member has expressly agreed to abide by the NuFund Bylaws and these Rules of Membership and Conduct (ROMAC), as they may be modified from time to time by the Board, and to have expressly acknowledged that Membership may be revoked, terminated, suspended or not renewed by the Board upon the failure of the Member to so do. After any change in the ROMAC, each Member shall either accept the ROMAC as modified, or withdraw from NuFund. As a condition precedent to grant, renew or continue Affiliate status, it shall be conclusively presumed that each member of said Affiliate has expressly agreed to abide by the NuFund Bylaws and these Rules of Membership and Conduct (ROMAC), as they may be modified from time to time by the Board, and to have expressly acknowledged that Affiliate status may be revoked, terminated, suspended or not renewed by the Board upon the failure of the Affiliate to so do. After notice of a change in the ROMAC, each Affiliate shall either accept the ROMAC as modified, or terminate its affiliation with NuFund.
15. BOARD DECISIONS. Decisions regarding approval or denial of Membership to any applicant and/or the revocation, termination, suspension or non-renewal of Membership must be approved by the Board. Other decisions, motions or actions, including any modification of the ROMAC, may be made, approved or taken by a simple majority of a quorum present at a regular or special meeting of the Board. All Board decisions are final and not subject to any appeal. The sole recourse any Member has over any disagreement with a Board decision, motion or action, regardless of its scope or nature, is to withdraw from Membership in NuFund. In case of termination or revocation of Membership, dues for that calendar year will be refunded to such Member, pro-rated as of the end of the calendar quarter in which such withdrawal takes place.
16. TERMINATION OF MEMBERSHIP. The NuFund Board may suspend, revoke or terminate the Membership of any Member or Affiliate who, in the sole judgment of the Board:
    1. Violates paragraph 5 of this agreement, i.e. solicits or accepts any compensation for presenting an investment opportunity to, or for raising capital from, the Membership of NuFund. 
    2. Has a material conflict of interest with NuFund or gives the appearance of any material conflict that he or she cannot explain to the sole satisfaction of the Board.
    3. Improperly uses personal contact information found in the member-only area of the NuFund website in order to solicit business from Members or from companies who are seeking funding from NuFund.
    4. Improperly makes a material misrepresentation or omits a material fact in introducing another Member to an investment opportunity that has not been presented to other Members in the context of a NuFund educational forum or presentation.
    5. Fails to disclose a material fact or makes a material misrepresentation in (i) his/her application for Membership, or (ii) regarding any relationship with an investment opportunity or other information sharing. For examples, without limitation;
       1. failure to disclose a prior interest or a finder's fee or consideration to be received from a company that is the subject of an informational presentation to Members,
       2. failure to disclose prior criminal or bankruptcy proceedings, falsely claiming a degree from a university, or
       3. material misrepresentation of employment history in any material provided to NuFund or its Members.
    6. Improperly discloses, or makes, or allows to be made, any material use of any information presented in confidence to Members for the benefit of any persons not Members, or any entity other than the discloser, in a manner that is in conflict with any of the interests of other Members, NuFund, or the discloser.
    7. Engages in conduct that:
       1. Materially interferes with the NuFund educational process or the investment activities of Members,
       2. behaves in a manner that materially disrupts NuFund activities or events,
       3. reflects poorly on NuFund, or
       4. displays anti-social behavior toward other Members.

16. Each Member and Affiliate hereby consents that any notice given by NuFund under any provision of the California Corporations Code or NuFund’s Articles of Incorporation or Bylaws may be given by a form of “electronic transmission by the corporation” as defined in Section 20 of the California Corporations Code when directed to the facsimile number or electronic mail address, respectively, for the Member or Affiliate on record with NuFund.  Each Member and Affiliate has the right to have any record of any “electronic transmission by the corporation” provided or made available on paper or in nonelectronic form upon written notice to NuFund. Each Member and Affiliate may withdraw the Member’s or Affiliate’s consent to receiving notice in the form of “electronic transmission by the corporation” upon written notice to NuFund.
17. ROMAC, BYLAWS AND STATE LAWS. To the extent that there is any conflict between this ROMAC and the bylaws of San Diego Angels, Inc., the bylaws of San Diego Angels, Inc. shall govern and prevail. To the extent that there is any conflict between the ROMAC and California State Law, California State law takes precedent.

AGREED AND ACCEPTED