Second Wave Terms & Conditions

Last Updated: 02/03/2026
 
This agreement, as it may be amended by Second Wave Partners LLC together with its affiliates (“Second Wave”) in its sole discretion from time to time (this “Agreement”), governs your participation in the Second Wave investor network and related services (the “Network”).
 
By accessing the Network and registering as a member (a “Member”), you accept and agree to the terms set forth in this Agreement.
 
You should also read our Privacy Policy, which governs your use of the Network and is referenced in this Agreement.
If you do not agree with any part of this Agreement, you must discontinue use of the Network.
We recommend that you review these Terms and Conditions periodically. The amended terms shall be effective from and after the date that they are posted or otherwise provided to you.
 
All capitalized terms used but not defined herein are defined in Section 4 below.
 
Our Commitments to Members
Second Wave’s commitments to Members include:

• To act with professionalism and integrity in our work with the Network and counterparties

• To seek to source high-quality secondary investment opportunities when available

• To be transparent about our role (including when we are acting as an allocator, advisor, or participant)

• To operate with appropriate confidentiality and discretion, consistent with secondary market norms

• To engage thoughtfully with Members in good standing

 
Our Expectations of Members
Second Wave’s expectations of Members include:

• To act with professionalism and integrity while interacting with Second Wave, other Members, and counterparties

• To accept the inherent high-risk and illiquid nature of private investments and secondary transactions

• To maintain the utmost confidentiality of all information received through the Network

• To avoid creating conflicts of interest and to disclose potential conflicts to Second Wave promptly

• To honor commitments made, including indicated interest or allocations, in good faith

 
Section 1 – Membership
1. Mission Statement; Values Statement
Each Member must support and abide by the Network’s mission and values as communicated by Second Wave from time to time.
2. Name and Contact Information; Investor Status
Each Member shall ensure that their information is accurate and kept up to date. Updates may be made by emailing membership@secondwaveinvestments.com or through any portal or platform Second Wave may provide.
You may be required to provide information regarding your qualifications as an investor, including your status as an accredited investor and/or qualified purchaser, depending on the opportunity.
3. Termination of Participation
Participation in the Network may be terminated at any time by Second Wave, at its sole discretion, including, without limitation, if:
a) A Member consistently or materially fails to fund investments they commit to or represent an intention to fund;
b) A Member breaches this Agreement, the Privacy Policy, any confidentiality obligations, or any other agreement with Second Wave or any investment vehicle;
c) A Member engages in conduct that Second Wave reasonably believes may harm the Network, Second Wave, counterparties, or other Members; or
d) Second Wave determines, in its discretion, that continued participation is not in the best interests of Second Wave or the Network. A Member may terminate participation at any time by emailing operations@secondwaveinvestments.com.
4. Material Updates
Second Wave may provide electronic notification of material updates to this Agreement; however, each Member agrees to periodically review the then-current version.
5. Password and Access Credentials
You are responsible for keeping credentials confidential. You will promptly notify us at privacy@secondwavepartners.com about any unauthorized access or suspected compromise.
6. Privacy Policy
Second Wave complies with its Privacy Policy, subject to change as described therein. By using the Network, you acknowledge that you have reviewed and accepted the Privacy Policy and consent to actions taken by Second Wave with respect to your information consistent with that policy.
7. Minimum Check Size
Second Wave has sole discretion with regard to the minimum investment size it imposes for individual Members. Different Members may have a different imposed minimums. Second Wave reserves the right, at its sole discretion, to waive or modify the applicable minimum for a given Member. Factors that may be considered may include, but are not limited to, investment history, capacity, and prior activity at both Second Wave or any of its Affiliates. Any such waiver does not create an obligation to extend the same treatment to other Members. The thresholds and minimums described above are subject to change at any time.
Section 2 – Representations & Warranties
You represent, warrant, and covenant to Second Wave and the Network as follows:
1. Investment Purpose
You will evaluate and make investments for your own account (or for accounts you are authorized to represent), for investment purposes only, and not with a view to distribution or resale in violation of applicable securities laws.
2. Accredited Investor / Qualified Purchaser Status
You are an “accredited investor” as defined in Rule 501(a) under Regulation D under the Securities Act, and you will notify Second Wave promptly if you no longer meet such requirements. Certain opportunities may require qualified purchaser status or other eligibility requirements.
3. Experience; Ability to Bear Risk
You have sufficient knowledge and experience in financial and business matters to evaluate the risks and merits of investments presented through the Network. You are able to bear the economic risk of a total loss, and you understand private investments and secondary transactions may be illiquid and held for an indefinite period.
You agree to carefully review all applicable subscription agreements, purchase agreements, side letters, or other governing documents related to any transaction.
4. Access to Information; Confidentiality
You acknowledge that, as a consequence of membership in the Network and Second Wave’s activities, you may receive trade secrets, proprietary information, and other confidential information relating to Second Wave, Members, sellers, brokers, prospective issuers, and portfolio companies (collectively, “Confidential Information”).
You agree to be bound by the confidentiality terms set forth in Section 3.1 below, as amended from time to time in Second Wave’s sole discretion.
5. Conflicts of Interest; Prior Relationships
You agree to use reasonable judgment and to recuse yourself if an actual or potential conflict of interest could arise, in your reasonable judgment or as requested by Second Wave.
You shall promptly notify Second Wave in writing after discovering any prior relationship with a seller, broker, issuer, or other counterparty relevant to a transaction, including the nature of such relationship.
6. Non-solicitation
Members may not distribute promotional materials to, solicit, or market to the Second Wave community (including other Members) without Second Wave’s prior written approval. The Member list, any databases, and any Confidential Information shall not be exploited for solicitation or business development purposes.
7. Non-disparagement
Members are expected to represent the Network, Second Wave, and counterparties in a professional manner. You shall not defame or disparage Second Wave, the Network, other Members, sellers, issuers, or counterparties in any medium.
8. No Investment Advice
You understand that Second Wave does not provide investment, legal, tax, or accounting advice. In making any investment decision, you will rely solely on your own examination of the offering and the merits and risks involved.
Any diligence materials, summaries, commentary, or third-party materials shared by Second Wave or other Members are provided for informational purposes only and should not be relied upon as the basis for an investment decision.
Second Wave does not guarantee any economic result from any investment or from participation in the Network.
9. Foreign Investor
You agree to notify Second Wave if you are not, or cease to be, a “U.S. Person” for U.S. tax or securities law purposes. You agree to make investments in compliance with your local laws and acknowledge that Second Wave may limit offering of opportunities to non-U.S. persons depending on legal constraints.
You certify, under penalty of perjury, that you are not subject to backup withholding under Section 3406 of the Internal Revenue Code, as applicable.
10. No Bad Actor Disqualification
You represent that you have not engaged in any act or event that would trigger disqualification under Rule 506(d) of Regulation D, and you covenant to immediately notify Second Wave if you undergo a disqualifying event.
11. Dispute Resolution
Any dispute related to this Agreement that cannot be resolved informally shall be settled by arbitration in accordance with the rules of the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and, where applicable, the Supplementary Procedures for Consumer Related Disputes.
The arbitrator shall have exclusive authority to decide issues relating to interpretation, applicability, enforceability, and scope of this arbitration agreement. Judgment on an award may be entered in any court having jurisdiction.
You and Second Wave agree that claims will be brought on an individual basis and not as part of a class or representative action. This agreement to arbitrate constitutes a waiver of the right to a judicial forum unless such waiver would be void under federal securities laws. If you are a foreign national or do not reside in the United States, you waive the right to file an action in any foreign venue.
 
Section 3 – Miscellaneous
1. Confidentiality; Non-circumvent
Information provided through the Network may be highly confidential. By accessing the Network, you agree to hold in confidence and not disclose to any third party without Second Wave’s prior written consent any Confidential Information received through the Network.
You agree to use Confidential Information solely for evaluating potential investments and monitoring investments made, and to use at least the same degree of care as you use to protect your own confidential information.
Non-circumvent: You agree not to contact any seller, broker, issuer, portfolio company, or related counterparty introduced through the Network without Second Wave’s prior consent, except where (i) the contact is expressly authorized in writing by Second Wave or (ii) you have a pre-existing relationship and have disclosed it to Second Wave.
Failure to adhere may result in immediate loss of access to the Network and future opportunities.
2. Indemnification
You agree to indemnify and hold harmless Second Wave and its affiliates, managers, members, directors, officers, employees, agents, and representatives from and against all claims, actions, costs, and liabilities (including attorneys’ fees) arising from or related to:
(i) any breach by you of this Agreement or any related agreement;
(ii) any dispute not directly resulting from Second Wave’s performance of services as set forth herein; and
(iii) any inaccurate information supplied to Second Wave by you or your authorized agent.
3. Amendments; Termination
This Agreement may be modified or terminated by Second Wave at any time, with notice as soon as practicable. It is incumbent upon each Member to periodically review the current version.
If Second Wave makes a material modification and you do not agree, you may terminate participation by written notice within ten (10) Business Days of such notice, effective immediately prior to such change.
4. Evangelization
Members agree to consider introducing Second Wave to potential Members, counterparties, or relevant relationships where appropriate, while respecting confidentiality and not creating solicitation or marketing activity without consent.
5. Electronic Communications
You consent to receiving electronic communications from Second Wave, including newsletters, memos, notices, and transaction-related communications. You agree that electronic communications satisfy legal requirements that such communications be in writing.
 
Section 4 – Definitions
“Affiliate” means, with respect to a Person, any Person controlling, controlled by, or under common control with such Person. Affiliates of a Member include partners, officers, employees, consultants, advisors, and any Persons who receive compensation from such Member.
“Agreement” has the meaning set forth in the preamble.
“Business Day” means any day on which national banking institutions in New York, New York are open for business.
“Member” has the meaning set forth in the preamble.
“Network” has the meaning set forth in the preamble.
“Person” means any individual, corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, governmental body, or other entity.
“Second Wave” or “We” means Second Wave Partners LLC, a Delaware limited liability company, and its subsidiaries, affiliates, managers, members, officers, employees, and third-party representatives, as applicable.
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder.