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Thank you for your interest in joining Countryside Angels! Membership of AgVentures Alliance is a required prerequisite for joining Countryside Angels.

For more information, please visit www.agventuresalliance.com/become-a-member .

COUNTRYSIDE ANGELS MEMBERSHIP AGREEMENT

Countryside Angels facilitates the introduction of entrepreneurs to potential investors through presentations and other mechanisms. Countryside Angels consists of individual angel investors interested in financing privately held companies or ventures typically in an early stage of development. Membership in Countryside Angels is a privilege, which is subject to renewal, revocation, or termination for a member’s failure to conduct him or herself in a manner consistent with Countryside Angels’ Code of Conduct; Confidentiality Requirements; or Membership Requirements.

PROCESS FOR MEMBERSHIP QUALIFICATION:

Qualifying individuals are invited to consider becoming members of Countryside Angels. Membership is at the discretion of Countryside Angels’ Membership Committee and is subject to annual renewal, non-renewal, revocation, or termination by the Membership Committee.

All new members (and renewing members) must complete this Membership Agreement. If your current membership with Ag Ventures Alliance is under a corporation, please list that when filling out the application.

Applications may then be forwarded by email or mail to Countryside Angels at the addresses noted at the end of the document.

The Membership Committee will review all applications for membership and endeavor to provide applicants with a written response within thirty (30) days of completed application submission.

A Countryside Angel’s membership may be terminated or revoked at the discretion and determination of the Membership Committee, should it be determined that a member has breached any term of membership. A member will be notified in writing by the Membership Committee of the intent to terminate or revoke membership, and the on-notice member shall have thirty (30) days in which to submit a written response to the Membership Committee, should the member deem his/her actions or inactions do not warrant or qualify for termination or revocation of membership. The Membership Committee shall consider, in good faith, such on- notice member written response within sixty (60) days. The decision of the Membership Committee is final.

DISCLAIMERS

Vetting and coordinating joint presentations in no way implies that investment decisions are made as a group. Each member has the freedom to decide whether to invest in any opportunity that comes before the group.

Likewise, working with others in the group on due diligence and investment terms in no way implies that members in this smaller group somehow share in each other’s responsibility to assure that others in the group are comfortable with the due diligence performed and the terms negotiated.

If an individual investor is not comfortable with the due diligence performed, it is their sole responsibility to conduct additional due diligence and if an individual investor is not comfortable with the terms negotiated by a given syndicate of investors it is in their complete discretion not commit to those terms.

Countryside Angels is not a fund nor initially is it an incorporated entity, and as such has no staff or legal liability for any investments considered or made by its members.

Ag Ventures Alliance provides administrative services as a benefit of membership.

At times, Ag Ventures Alliance may have a past or existing advisor/client relationship with a company presenting before the Countryside Angels. Any such relationship will be disclosed to all members through e-mail correspondence and orally at the time of the presentation.

Countryside Angels asks each member to declare that they are an accredited investor at the time of application as a member. It makes no assurance that each member attending a company presentation is accredited at the time of the presentation or eventual investment.

Each presenting company is responsible to assure that each eventual investor is accredited at the time of the investment if such accreditation is required by the investment offering.