Investor Application

Membership Agreement

I hereby agree to:

• Keep confidential all group e-mails, discussions, investing opportunities, and related documents, and share them only with other members of MIN, non-members of MIN agreed to by majority vote of MIN, or with my personal professional advisers as needed to help me make specific investing decisions. However, if a specific investing opportunity is known publicly, or the person or business seeking financing via MIN (the “Submitter”) does not request confidentiality, then that investing opportunity and any related non-confidential documents may be shared outside MIN at my personal discretion.
• In the spirit of an open and transparent network, share investing opportunities equally with all eligible members (unless they have specified that they only wish to invest in certain types of investments) and cooperate honestly and fairly with other members who wish to invest in any investing opportunity that is submitted to the MIN.
• Inform MIN members as soon as I become aware of any actual or potential conflict of interest.
• Represent that any views expressed or actions taken by myself are my own and do not reflect the views, actions, or recommendations of the MIN and its members.
• Absolve the MIN and all of its members of all liability related to any financial activities in which I might be or become involved.
• Make my investing decisions based solely on my own independent research, and consult with my personal professional advisers if I need legal, financial, tax, or other advice. I hereby acknowledge that the MIN and its members do not offer professional advice of any kind in their capacity as members.
• Abide by this Membership Agreement and all other established MIN policies and procedures. If I am no longer a member of the MIN, I agree to continue to be bound by all provisions contained herein regarding all MIN business (including, but not limited to, all discussions, investing opportunities, and related documents) that occurred prior to the termination of my membership. If I violate this Membership Agreement or other MIN policies or procedures, I may be voted out of the MIN by majority vote, in addition to any form of dispute resolution that may occur.
• I acknowledge, understand, and agree to the terms of the Legal Disclaimer (below).

Disclosure of Actual or Potential Conflicts of Interest

Please disclose any potential conflicts of interest, including:

• Providing legal, financial, or business advice to a Submitter.
• Receiving compensation or other financial benefits from a Submitter.
• Holding an existing or potential investment, loan, or financial interest related to a Submitter.
• Having an immediate family member who is a Submitter or who falls into any of the above categories.

Member Discussions & Decision-Making

• Regular in-person meetings will be held approximately once per quarter
• Most discussions, including non-sensitive investment opportunities, may take place via email. Sub-groups may form to explore specific topics or opportunities, but they must adhere to the Membership Agreement.
• While investment discussions are encouraged, neither MIN nor any sub-group formally endorses or rejects opportunities—opinions expressed are solely those of individual members.
• Decisions affecting MIN as a whole, including membership or policy changes, require either:
  1. A quorum of at least 50% of members present at a MIN meeting, or
  2. A majority of members submitting affirmative votes via email to the full group.

RECORDING

MIN will designate one or more record keepers who will maintain an archive that includes:

• Minutes of all meetings;
• MIN-related e-mails;
• Incoming investing opportunities and related documents, signed Submitter agreements, and all other communications related to investing opportunity submissions; and
• The membership list of names and e-mail addresses, member questionnaires and signed Membership Agreements.

INVESTING OPPORTUNITY SUBMISSIONS

MIN will designate a contact person to communicate with others on its behalf and assist people with the investing opportunity submission process. Upon completion of the following requirements, the MIN contact person will forward, via e-mail, local (Methow Valley) investing opportunity submissions to the members. All Submitters must:

• Provide a business plan or an investment opportunity summary (preferably in electronic format) to the MIN contact person, including the following:
1. Name(s) and full contact information of the owner(s)/borrower(s)
2. Name and full contact information of the business (if applicable)
3. Description and history of the business or investment opportunity
4. Current financial situation of the business and/or borrower (including recent financial statements and projected income and expenses, if possible and not highly sensitive)
5. Amount and terms requested for loan or investment
6. Intended use of funds sought
7. Other loans or investment funds applied for
8. Name(s) and contact information for professional adviser(s) consulted
9. Names and contact information for at least two local references
10. Investment opportunity submissions should not include tax returns or other sensitive personal or confidential financial information.
• Sign and date an agreement that states:
1. I hereby give MIN permission to circulate my business plan and/or investment opportunity documents among all MIN members.
2. I acknowledge that the confidentiality of submitted documents is not guaranteed, even if requested.
3. I acknowledge, understand, and agree to the terms of the Legal Disclaimer (below). I hereby release MIN and its members from liability to the fullest extent of the law.

AFTER CIRCULATION OF AN INVESTING OPPORTUNITY

• Members may individually make contact with the Submitter to indicate their interest.
• Members may invest individually or together, as desired, and no member shall be required to make any investment.
• Investment negotiations, legal structures, and agreements are not the responsibility of MIN, but instead are the collective responsibility of the Submitter and its professional advisers, and the potential investors and their professional advisers.
• For the purpose of measuring MIN networking effectiveness, members are encouraged, but not required, to notify MIN of any investments made as a result of MIN activities.

Disclosure of Actual or Potential Conflicts of Interest

The Methow Investment Network (MIN) is a program sponsored by the TwispWorks Foundation (TWF). Neither the MIN nor the TWF offer legal, investment, or financial advice, nor does the MIN or the TWF solicit, offer, or recommend any investment opportunities. MIN provides basic forms for the purpose of providing information about potential investment to eligible investors, but neither the MIN nor the TWF represent these forms to be anything more than general identifying information. The actual investment information, documentation, and any other legal and/or regulatory requirements for any particular investment or financing transaction shall be the sole responsibility of the individuals, businesses, or other organizations directly involved, and to any appropriate professionals deemed necessary to effect such transactions. Every state has distinct laws and regulations regarding securities offerings, so the individuals, businesses, or other organizations involved are responsible for ensuring they comply with these and any other applicable laws and regulations. The MIN and the TWF do not participate in any negotiations or solicitations for investment transactions, nor do they participate in the investment transactions themselves. MIN exists solely to facilitate contacts between parties who provide local investing and financing opportunities, and eligible parties who may be interested in participation.

The fact that the MIN, as sponsored by the TWF, may facilitate submissions and/or distributions of information from individuals, businesses, and other organization should not be construed as any sort of endorsement or approval of such submissions by MIN or the TWF or by their members. MIN does not examine or otherwise consider submissions beyond simply receiving them, checking them for basic identifying information, and forwarding them to the MIN members who have been designated by the submitting individuals and/or entities. MIN distributes investing opportunity submissions to its members according to instructions received by the submitting individuals and/or entities, and is made without investor qualification of any kind by MIN itself. Any investor qualification is the sole responsibility of the submitting individuals and/or entities.

MIN activities shall not constitute an offer to sell, or the solicitation of an offer to buy, securities or any other investment or financing opportunity, document, or vehicle.

In making an investment or financing decision, investors or financiers must rely on their own examination of the issuer or maker, and the terms of the offering or other transaction or transaction documentation, including the merits and risks involved.

Prospective investors or financiers should not construe MIN or the TWF as providing legal, tax or financial advice. Each prospective investor or financier should consult his or her own professional advisors as to the legal, tax, financial or other matters relevant to the suitability of any investment or financing transaction or transaction documentation for such investor or financier.

If I am/we are completing this form via computer, my/our typed name(s) below shall be considered to have the same legal effect as my/our written signature(s).