Investor Questionnaire and Membership Agreement

1. I am an accredited investor as defined under Rule 501(a) of Regulation D of the Securities Act of 1933, as amended, which includes, amongst others, the qualifying threshold: "Any natural person whose individual net worth or joint net worth with that person's spouse at the time of his or her purchase exceeds $1,000,000 (excluding the net value of an individual's primary residence)"; OR "Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year."
2. I have such knowledge and experience in financial and business matters to be capable of evaluating the relative merits and risks of any investment.
3. I am knowledgeable of and will comply with all applicable international, federal, state and local laws and regulations.
4. I agree to abide by the terms and rules of DFW Angels' Membership Agreement and Code of Conduct or its updates and amendments.
5. I have received a copy of and agree to abide by the Bylaws of DFW Angels by approving this Membership Agreement and Code of Conduct.
6. I understand that DFW Angels is not a venture fund, investment bank, broker/dealer, investment clearinghouse, investment portal, or any other form of investment advisor or otherwise, and is not registered with the Securities and Exchange Commission or any state securities commission.
7. I must conduct my own analysis and due diligence to determine the appropriateness of any investment I make in any company to which I am introduced through DFW Angels. As a result, I recognize and agree that neither DFW Angels nor its representatives or agents are responsible or liable in any way for any investment decision I make as a result of being a member of DFW Angels. The choice to use and the manner of utilization of information and knowledge gained through DFW Angels is my individual and personal choice. I understand that representatives or agents may or may not invest.
8. I understand that any purchase of equity or other investment transaction shall be directly with the respective company.
9. I understand that DFW Angels meetings are not an offer to sell or solicitation to buy any security by DFW Angels or any affiliated entity.
10. I agree that non-payment of the initiation fee and any annual membership fees as and when they become due will result in automatic termination of membership in DFW Angels.
11. I agree to attend at least 50% of pitch sessions and at least one full membership meeting per calendar year.
12. I agree to pay the initiation fee of $525.
13. I agree to pay the annual subscription of $200.
14. I agree to have an intent to invest a minimum of $5,000 per year.
15. I understand that any violation of the Code of Conduct is grounds for immediate termination of my DFW Angels membership.

1. I will conduct myself in a professional manner at all times.
2. I agree to comply with all Charter/Regular Membership requirements of DFW.
3. I understand and recognize that DFW Angels meetings and communications are focused on investment pursuits and will not solicit another member or any company that has applied for funding to DFW Angels for business.
4. I will disclose to the group any relationship under my direct control I have or may have had with a presenting company, including any financial gain I or my affiliates may receive from the company or proposed investment in the company.
5. I will use good judgment, adhere to high ethical standards and avoid situations that create an actual or potential conflict of interest. A "conflict of interest" arises when a person's loyalties or actions are divided between the interests of a company and those of another, such as a competitor, supplier or customer, or personal business. A conflict of interest can arise when a member takes actions or has interests that may make it difficult for him or her to objectively and effectively support a company seeking funding. A conflict of interest may also arise when an individual, or a member of his or her family, receives an improper personal benefit as a result of his or her position in, or relationship with, a company. The appearance of a conflict of interest alone can adversely affect DFW Angels and its relations with companies seeking funding. A conflict of interest may not always be clear; therefore, I will consult with a member of the DFW Angels Steering Committee if I have any questions.
6. I agree not to negotiate what are commonly referred to as "side investment opportunities" or "backroom investment opportunities" with any entrepreneur or company under consideration for investment. Any investment that is not fully disclosed to, is detrimental to, or excludes other DFW Angels members would fall into this category.
7. If I come into possession of non-public information about a company, I will safeguard the information from the public and not intentionally or inadvertently communicate it to any person (including family members and friends) unless the person has a need to know the information for legitimate business reasons. I will not disclose confidential or proprietary information obtained as a consequence of my association with DFW Angels to third parties without express authorization from DFW Angels. I will be discreet with respect to confidential information about potential investments as to which I receive information not available to other members of DFW Angels generally and not discuss it with third parties. I will respect the privacy of other members and not provide their names to any third party without their permission.
8. I will promptly notify DFW Angels of any change in my contact information or accredited investor status occurring after the date hereof.

Disclaimer

DFW Angels is not a venture fund, an investment bank, a broker/dealer, investment clearing-house, or an investment advisor, but rather a forum in which investors may be educated on aspects of investment and business, as well as introduced to companies for possible investment. DFW Angels is not registered with the Securities Exchange Commission or any state securities commission. Each member of DFW Angels is responsible for his or her own investment decisions, and DFW Angels is not recommending any particular company for investment. All investments in entrepreneurial companies involve a high degree of risk, and investors should be able to bear the risk of complete financial loss. The choice to use, and the manner of utilization of, information and knowledge gained through DFW Angels is each member's individual and personal choice. No guidance shall be given, nor shall any person affiliated with DFW Angels (or DFW Angels itself) be responsible for an individual member's use of the information, investment decision, or the results of any investment. Hence, DFW Angels makes no representations or warranties of any kind regarding these companies. Investors must conduct their own due diligence and negotiate the terms of any investment they elect to make. No guidance, advice, or representation is made in any way. For tax, compliance, reporting, legal, or other requirements members may have, it is highly recommended that members seek appropriate professional help. No representation or warranty is made as to the accuracy or completeness of the information provided by DFW Angels or presenting companies.