Membership Agreement

Last Updated: Jan 27, 2026

This agreement, as it may be amended by Second Wave Partners, LLC and its affiliates (“Second Wave”) from time to time (this “Agreement”), governs your participation in the Second Wave Investment Network (the “Network”).
Second Wave operates a private, invitation-only investment network through which eligible participants may receive access to structured secondary investment opportunities in private companies.

By accessing the Network or registering as a participant, you acknowledge that you have read, understood, and agreed to be bound by this Agreement.

If you do not agree with any part of this Agreement, you must discontinue participation in the Network.
All capitalized terms used but not defined herein are defined in Section 6.

Section 1 – The Network

1. Purpose
The Network is a private investment network designed for sophisticated market participants to access curated secondary investment opportunities in private companies. The Network is not a public marketplace, social community, or advisory service.

Second Wave facilitates access, structuring, and administration of transactions. Second Wave does not provide investment advice or recommendations nor guarantee access to any opportunity. Second Wave does not guarantee allocation, pricing, or outcomes

2. Eligibility
Participation in the Network is limited to Qualified Purchasers (as defined under the Investment Company Act of 1940). You represent that you satisfy this requirement and will promptly notify Second Wave if you cease to qualify.
Admission is by invitation only and may be revoked at any time in Second Wave’s sole and absolute discretion.

3. Participant Information
You agree to maintain accurate and current contact, legal, and eligibility information. You authorize Second Wave to rely on such information in determining your eligibility and participation.

4. Termination
Second Wave may suspend or terminate your participation at any time, including but not limited to the following rationales:

breach this Agreement,
fail to honor commitments,
misuse Confidential Information, or
act in a manner inconsistent with the integrity of the Network.

You may terminate participation at any time by written notice.

Section 2 – Representations and Covenants

You represent, warrant, and covenant that:

Investment Purpose
You participate for your own account, for investment purposes only, and not with a view to distribution.
Sophistication
You have sufficient knowledge and experience in private market investing to evaluate risks independently and bear total loss.
No Advice
Second Wave does not provide investment advice or recommendations. You rely solely on your own analysis and diligence. Second Wave does not verify third-party information. You bear all investment risk
Confidentiality
You will maintain the confidentiality of all information obtained through the Network and use it solely for evaluating potential investments.
Non-Circumvention
You will not bypass Second Wave to pursue any opportunity introduced through the Network without prior written consent.
Conflicts
You will promptly disclose any actual or potential conflicts of interest.
Non-Solicitation
You may not use the Network or its participants for unrelated commercial solicitation.
Bad Actor
You are not subject to any disqualifying event under Rule 506(d).Your participation complies with all applicable laws. You will notify Second Wave promptly of any change in status

Section 3 – Confidentiality

Information made available through the Network is highly sensitive and proprietary.

You agree to:

hold all such information in strict confidence,
use it solely for investment evaluation, and
not disclose it without prior written consent.

You acknowledge that unauthorized use or disclosure may cause irreparable harm.

Section 4 – Indemnification

You agree to indemnify and hold harmless Second Wave and its affiliates, managers, officers, employees, and agents from all claims, losses, and liabilities arising from:

Breach of this Agreement
Misuse of Platform information
Violation of law
Your investment activities

Section 5 – Miscellaneous

This Agreement may be amended by Second Wave with notice.
Continued use of the Platform constitutes acceptance of amendments.
This Agreement is governed by California law.
If any provision is unenforceable, the remainder remains in effect.

Section 6 – Definitions

“Affiliate,” “Person,” “Business Day,” and other defined terms mirror standard securities-law usage.
“Network” means the private, invitation-only investment network operated by Second Wave.
“Participant” means an approved member of the Network.
“Qualified Purchaser” has the meaning given in Section 2(a)(51) of the Investment Company Act.

Membership Agreement

breach this Agreement,

fail to honor commitments,

misuse Confidential Information, or

act in a manner inconsistent with the integrity of the Network.

You may terminate participation at any time by written notice. Section 2 – Representations and Covenants You represent, warrant, and covenant that:

Investment Purpose You participate for your own account, for investment purposes only, and not with a view to distribution.

Sophistication You have sufficient knowledge and experience in private market investing to evaluate risks independently and bear total loss.

No Advice Second Wave does not provide investment advice or recommendations. You rely solely on your own analysis and diligence. Second Wave does not verify third-party information. You bear all investment risk

Confidentiality You will maintain the confidentiality of all information obtained through the Network and use it solely for evaluating potential investments.

Non-Circumvention You will not bypass Second Wave to pursue any opportunity introduced through the Network without prior written consent.

Conflicts You will promptly disclose any actual or potential conflicts of interest.

Non-Solicitation You may not use the Network or its participants for unrelated commercial solicitation.

Bad Actor You are not subject to any disqualifying event under Rule 506(d).Your participation complies with all applicable laws. You will notify Second Wave promptly of any change in status

Section 3 – Confidentiality Information made available through the Network is highly sensitive and proprietary. You agree to:

hold all such information in strict confidence,

use it solely for investment evaluation, and

not disclose it without prior written consent.

You acknowledge that unauthorized use or disclosure may cause irreparable harm. Section 4 – Indemnification You agree to indemnify and hold harmless Second Wave and its affiliates, managers, officers, employees, and agents from all claims, losses, and liabilities arising from:

Breach of this Agreement

Misuse of Platform information

Violation of law

Your investment activities

Section 5 – Miscellaneous

This Agreement may be amended by Second Wave with notice.

Continued use of the Platform constitutes acceptance of amendments.

This Agreement is governed by California law.

If any provision is unenforceable, the remainder remains in effect.

You may terminate participation at any time by written notice.

Section 2 – Representations and Covenants

You represent, warrant, and covenant that:

Investment Purpose
You participate for your own account, for investment purposes only, and not with a view to distribution.

Sophistication
You have sufficient knowledge and experience in private market investing to evaluate risks independently and bear total loss.

No Advice
Second Wave does not provide investment advice or recommendations. You rely solely on your own analysis and diligence. Second Wave does not verify third-party information. You bear all investment risk

Confidentiality
You will maintain the confidentiality of all information obtained through the Network and use it solely for evaluating potential investments.

Non-Circumvention
You will not bypass Second Wave to pursue any opportunity introduced through the Network without prior written consent.

Conflicts
You will promptly disclose any actual or potential conflicts of interest.

Non-Solicitation
You may not use the Network or its participants for unrelated commercial solicitation.

Bad Actor
You are not subject to any disqualifying event under Rule 506(d).Your participation complies with all applicable laws. You will notify Second Wave promptly of any change in status

Section 3 – Confidentiality

Information made available through the Network is highly sensitive and proprietary.

You agree to:

You acknowledge that unauthorized use or disclosure may cause irreparable harm.

Section 4 – Indemnification

You agree to indemnify and hold harmless Second Wave and its affiliates, managers, officers, employees, and agents from all claims, losses, and liabilities arising from: