NEXT WAVE MEMBER CONSENT AND ACKNOWLEDGMENT

Next Wave Partners LLC

Last Updated: January 15, 2025

This Next Wave Member Consent and Acknowledgment (this “Agreement”) governs your (“Subscriber,” “you,” or “your”) relationship with Next Wave Partners LLC, a Nevada limited liability company, located at 6605 Grand Montecito Pkwy, Suite 100, Las Vegas, Nevada 89149 (“Next Wave,” “we,” “us,” or “our”).

By clicking “I AGREE,” checking any required box, signing electronically, or otherwise indicating acceptance, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree, do not proceed.

1. Acceptance

You understand and agree that:

This Agreement applies to your access to and use of any member-only content, research, communications, or other services made available by Next Wave (collectively, the “Services”).
Your consent is given in electronic form and will be stored and relied upon by Next Wave as a record of your agreement to these terms.

2. Investor Status

By accepting this Agreement, you represent and warrant that:

You are an “accredited investor” as defined in Rule 501 of Regulation D under the U.S. Securities Act of 1933, or you otherwise meet any eligibility requirements that may apply to private offerings you choose to explore through third-party platforms referenced by Next Wave.
You understand that any actual investment in private offerings will be subject to separate eligibility and verification processes conducted by the relevant issuers, platforms, or regulated intermediaries, and that Next Wave does not itself verify your accredited investor status.

By accepting this Agreement and affirmatively indicating your consent, you expressly authorize and agree that Next Wave may:

Platform Access. Invite you into, or facilitate your access to, third-party deal or investment platforms so that you may view information about private offerings and, if you choose, participate in those offerings through the applicable platform or regulated intermediary.
Deal Updates and Opportunity Notifications. Email you or otherwise communicate with you regarding:
- investment opportunities that are or may become available on such platforms; and
- updates, notices, or follow-ups related to any offerings in which you elect to participate.
Research and Commentary. Send you periodic research and commentary, including but not limited to Venture Capital 2.0 content, sector notes, analytical memos, and other educational or informational materials that may reference specific companies, issuers, or offerings.

This consent includes Next Wave inviting you from time to time to review additional investment opportunitiessponsored or curated by Next Wave or its issuer clients that are made available on such platforms, whether or not those opportunities relate to the issuer or offering through which you were initially onboarded.

You understand and agree that all such communications:

are provided for informational and educational purposes only;
do not constitute personalized or individualized investment advice; and
do not by themselves constitute an offer to sell, or a solicitation of an offer to buy, any security.

Any decision by you to invest in an offering will be made solely on the basis of the official offering documents and disclosures provided by the relevant issuer and regulated intermediary and completed through the applicable platform.

You may opt out of non-transactional email communications at any time using the unsubscribe mechanism provided in those communications. Certain transactional or legally required communications may still be sent.

4. Non-Broker / Non-Adviser and Non-Reliance Acknowledgment

By accepting this Agreement and affirmatively indicating your acknowledgment, you expressly confirm and agree that:

No Advisory, Legal, or Tax Relationship. You understand that Next Wave is not acting as your broker-dealer, investment adviser, attorney, or certified public accountant, and is not providing you with personalized investment, legal, tax, or accounting advice. The Services and any related materials are general in nature and may not be appropriate for your specific circumstances.
No Transaction-Based Compensation. You understand that Next Wave does not earn commissions, success fees, finder’s fees, or other transaction-based compensation based on whether, or how much, you choose to invest in any offering that may be mentioned or referenced in the Services or in our communications. To the extent Next Wave is compensated by issuers, such compensation is intended to be on a flat-fee or other non-transaction-based basis for capital operations, administrative, or research-related services.
Your Responsibility for Decisions. You are solely responsible for your own investment decisions and for determining whether any investment, strategy, or structure is appropriate for you. You agree that you will not rely on the Services as a substitute for your own independent judgment and due diligence, and that you will consult with your own qualified professional advisers (including legal, tax, financial, and accounting advisers) as you deem necessary.
No Guarantee of Accuracy or Results. You understand that, while Next Wave endeavors to use information and tools it believes to be reliable (including artificial intelligence and other analytic technologies), the content provided may contain errors, omissions, or biases and may not be complete, current, or tailored to you. No statement in the Services or in our communications should be interpreted as a guarantee of any particular outcome or result.

5. Governing Law and Miscellaneous

This Agreement is governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict-of-laws principles. Any disputes arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Nevada, and you consent to the personal jurisdiction and venue of such courts.

This Agreement constitutes the entire understanding between you and Next Wave with respect to the consents and acknowledgments described herein and supersedes any prior or contemporaneous understandings on these specific subjects. If any provision of this Agreement is held invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect. You may not assign this Agreement without Next Wave’s prior written consent; Next Wave may assign this Agreement in connection with a merger, acquisition, or sale of assets.

6. Acceptance

By clicking “I AGREE,” checking the required consent boxes, signing electronically (including via Dropbox Sign), or otherwise indicating your acceptance:

you acknowledge that you have read, understood, and agree to be bound by this Agreement in its entirety;
you expressly consent to the communications and platform-access terms set forth in Section 3; and
you expressly acknowledge and agree to the non-broker, non-adviser, and non-reliance terms set forth in Section 4.

If you do not agree to these terms, do not indicate your consent and do not use the Services.