SYNDICATION AGREEMENT

This is an agreement of understanding to outline the Terms and Participation (T&P) between The undersigned (“Investor”) and Birmingham Angels LLC (“BA”) and CitySide Ventures LLC (CSV”) for the purpose of participating in investment deals that were generated and presented by BA or CSV to the investor.

CONFIDENTIAL INFORMATION DISCLAIMER 

This document is the property of Birmingham Angels, LLC, and CitySide Ventures LLC and is considered to be strictly confidential. It contains information intended only for the person to whom it is transmitted. With the receipt of this document, the recipient acknowledges and agrees that: i) in the event recipient does not require this document further, this document will be returned, at the address listed above as soon as possible; ii) the recipient will not copy, fax, reproduce, divulge, or distribute this confidential document, in whole or in part, without the expressed written consent of Birmingham Angels, LLC; or CitySide Ventures LLC  iii) all of the information herein will be treated as confidential material with no less care than that afforded to your own company confidential material.

Terms of Participation

This Investor agrees to the following:

1. Agree to pay CSV an administration fee of $900 per each deal they fund
2. Agree that BA will charge 10% carry on all of my investment through deals that were generated and presented through the BA or CSV Capital Calls after the investor recovered their original investment amount.
3. In the event that an SPV (Special Purpose Vehicle) will be used for a particular investment, the participating Members agreed to reimburse BA and or CSV  for any legal fees. Which will be charged to the investors in proportion to their investments (3%).
4. Agree to not grant access to their Sidepitch account – to anyone that is unregistered or unauthorized by BA or CSV. 
5. Agree to not directly or indirectly soliciting business from fellow investors and presenting companies.
6. Respond to all Capital Calls within 7 days.
7. Respect the confidentiality of other members.
8. Keep information about any investment opportunities confidential and not share any information with any outside parties without the expressed permission from BA or CSV.

Forum Selection and Choice of Law Provision 

This Agreement is governed by the laws of the State of Michigan.  All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of Michigan or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees consistent with the terms of this agreement. Any such arbitration shall be conducted by an arbitrator experienced in contract or other related business disputes and shall include a written record of the arbitration hearing. The parties shall select an arbitrator that is mutually agreeable. If the parties are unable to select an arbitrator that is mutually agreeable, then an action can be filed in the Oakland County Circuit Court, in Pontiac, MI, and the court shall appoint a neutral arbitrator. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity, or where any other conflict of interest is present. An award of arbitration may be confirmed in a court of competent jurisdiction.

Investor Exempt Act

I understand that Birmingham Angels and City Side Ventures LLC (“CSV”) offer investment advisory and venture management services to qualified venture capital funds, private equity funds and family offices funds ONLY under contract. CSV is operating under the exemption of Section 203(I) of the Investment Advisers Act of 1940 (the “Advisors Act”) pursuant to the final rules promulgated by the SEC1. Birmingham Angels LLC (“BA”) is a Private firm that is in the business of offering a variety of services which includes, but is not limited to, Early Stage Investment, Venture Management and Syndication Management

BA IS NOT A REGISTERED “INVESTMENT ADVISOR” UNDER STATE AND FEDERAL REGULATION. CSV IS NOT IN THE BUSINESS OF OFFERING INVESTMENT ADVICE TO THE PUBLIC, INDIVIDUAL INVESTORS NOR IN THE BUSINESS OF OFFERING, ENGAGED IN ANY ACTIVITIES OF SELLING OR TRADING SECURITIES OF ANY KIND TO THE PUBLIC.

I, the undersigned certify that I am an Accredited Investor and I understand that any decision I make regarding my investment is my decision alone. Birmingham Angels will provide its members with screening, qualifying, and Due-Diligence services. Furthermore, I will not hold Birmingham Angels or CitySide ventures responsible in any way for the outcome of my Investments.

I undersigned, hereby acknowledge that I am an authorized person to sign on behalf of the company. By completing and submitting this form, I agree to all of the terms and conditions as outlined in this agreement.