Network Member Agreement

This NETWORK MEMBER AGREEMENT(this “Agreement”) is entered into as of the date which the Network Member clicks “I Agree” the “Effective Date”, by and between ADIN Fund I GP LLC, a Delaware limited partnership (“ADIN”), with its principal place of business at 55 Water Street, 3rd Floor, SohoWorks, Brooklyn, NY 11201; and You (the “Network Member”).

1. Certain Definitions

2. Relationship

1. The Network Member may identify potential Portfolio Companies and/or potential investments for the ADIN Fund. The Network Member expressly acknowledges its role shall be strictly limited to identifying potential Portfolio Companies and/or potential investments. Network Members shall not provide investment advice or recommendations, conduct due diligence or analysis, or participate in negotiations at any point. ADIN's investment committee shall retain all decision-making authority and responsibility for investment evaluations, due diligence, negotiations, and final decisions with respect to investments made by the ADIN Fund. The Network Member shall submit potential investment opportunities through an online portal or through asynchronous communication software (like Discord or Slack) identified by ADIN.
2. The Network Member shall operate at locations of his or her choice and shall use his or her own tools, skill, and experience to identify potential Portfolio Companies and/or potential investments.
3. If the ADIN Fund invests in an investment opportunity identified by the Network Member and submitted to ADIN as described in Section 2(a), the Network Member shall be entitled to a Scouting Fee (as defined below) for the identification of such investment opportunity. “Scouting Fee” shall mean a one-time payment in the amount of fifty percent (50%) of the net amounts distributed to ADIN as carried interest by the ADIN Fund and attributable to the first investment made by the ADIN Fund in such investment opportunity which the Network Member identified and submitted. The Scouting Fee shall be paid within a reasonable time period after the applicable Carried Interests Distributions have been distributed to the GP.
4. In the event that more than one Network Member identifies and submits a potential Portfolio Company and/or potential investment in which the ADIN Fund invests, then ADIN, in its sole discretion, shall determine whether the Scouting Fee shall be paid only to the first Network Member to identify the potential Portfolio Company and/or potential investment or whether such Scouting Fee shall be split among the applicable Network Members.

3. Representations, Warranties, and Covenants

4. Relationship of the Parties

1. For all purposes of this Agreement, Network Member shall be and act as an independent contractor of ADIN, and not as partner, joint venturer, employee, or agent of ADIN, and neither party shall bind or attempt to bind the other party to any contract. Network Member shall be solely responsible for all taxes, including payroll and social security taxes, and withholdings incurred in connection with the compensation paid to Network Member (or to third parties on the Network Member's behalf) by ADIN or any ADIN Affiliate, as well as all other statutory or contractual obligations of any sort, including, but not limited to, workers' compensation and general liability insurance, licenses, and permits, all of which Network Member shall obtain and maintain at Network Member's own expense.
2. The Network Member shall have no right or entitlement to benefits of any type, including health insurance, provided by ADIN or its Affiliates to its full-time employees under any plans, policies, or otherwise.
3. Network Member shall defend, indemnify and hold ADIN and the ADIN Fund harmless from any and all claims, damages, liability, penalties, attorneys' fees, and expenses incurred on account of a failure or alleged failure by Network Member to satisfy any obligation (under this Agreement or otherwise).

5. Trade Secrets & ADIN Property

1. Confidential Information and Materials. Network Member agrees during the performance of this Agreement and thereafter to take all steps reasonably necessary to hold in trust and confidence all Confidential Information and Materials. Network Member agrees to use the Confidential Information and Materials solely to identify potential Portfolio Companies or investments as described herein.
2. Return of ADIN's Property.Network Member acknowledges that all documents, drawings, manuals, equipment, programs, customer lists, and the like available to Network Member in connection with its relationship with ADIN, relating to the business activities of ADIN or Portfolio Companies and containing any information or data whatsoever, whether or not Confidential Information and Materials, is ADIN's sole and exclusive property. Network Member agrees to return all such property to ADIN or securely destroy all such property upon request.

6. Assignment

1. ADIN may not assign, transfer, or subcontract any obligation under this Agreement without the prior written consent of ADIN.
2. This Agreement shall be for the benefit of the parties' heirs, legal representatives, successors, and permitted assigns, and shall be binding on the parties' heirs, legal representatives, successors, and permitted assigns. Except as expressly set forth in this Agreement, nothing herein shall confer any rights or remedies upon any third party.

7. Nondisclosure to ADIN

The Network Member represents and warrants that the Network Member has not disclosed and shall not disclose to ADIN any trade secrets or other confidential information or proprietary information that may not be lawfully disclosed by the Network Member, by virtue of the ownership of the same by another person or entity or otherwise.

8. Non-Solicitation

9. Reasonableness of and Legitimate Business Interest to be Protected by Restrictive Covenants

The Network Member agrees and acknowledges that the Confidential Information and Materials are valuable to ADIN and that their protection and maintenance constitute a legitimate business interest of ADIN to be protected by the non-solicitation restrictions set forth in Section 8 above. The Network Member further agrees and acknowledges that it would cause drastic and irreparable harm to ADIN were the Network Member to utilize or disclose any Confidential Information and Materials in competition with ADIN or solicit ADIN's Clients, employees or consultants. The Network Member agrees and acknowledges that the non-solicitation restrictions set forth in Section 8 above are reasonable and necessary to protect the above-described legitimate interests of ADIN and do not impose undue hardship or burdens on the Network Member. The Network Member further agrees and acknowledges that the services developed or provided by the Network Member are intended to be sold and/or provided to clients in and throughout the United States (“Geographic Boundary“), and that the Geographic Boundary, scope of prohibited solicitation competition and time duration set forth in the non-solicitation restrictions set forth in Section 8 above are reasonable and necessary to maintain the value of the Confidential Information and Materials, and to protect the goodwill and other legitimate business interests, of ADIN. If, at the time of enforcement of Section 8, a court shall hold that the duration, scope or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or other restrictions reasonable under such circumstances shall be substituted for the stated duration, scope or other restrictions and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and other restrictions permitted by law.

10. Non-Disparagement

Network Member agrees that Network Member shall not at any time, without limitation, orally or in writing, publish or communicate to any person or entity, including, without limitation, ADIN, or any of their past or present service providers, employees, and clients, any Disparaging (as defined below) remarks, comments or statements concerning ADIN and its service providers or Affiliates. “Disparaging” remarks, comments or statements are those that impugn the character, honesty, integrity, morality or business acumen or abilities, or that could foreseeably harm the reputation or goodwill of ADIN, in connection with any aspect of the operation of business of the individual or entity being disparaged. Network Member represents and warrants that he or she has not done anything prior to the effective date of this Agreement that would violate this Section 10 if this Agreement were in effect at the time.

11. Term

This Agreement shall become effective on the Effective Date. Either party may terminate this Agreement at any time, for any reason or no reason, on at least thirty (30) days' prior written notice.

12. Equitable Relief

The Network Member acknowledges and agrees that the Network Member's failure to perform or abide by any of the Network Member's covenants in this Agreement would cause irreparable injury to ADIN and cause damages to ADIN that would be difficult or impossible to ascertain or quantify. Accordingly, notwithstanding anything to the contrary set forth in Section 13 below, ADIN shall be entitled to equitable relief, including injunctive relief and specific performance as against the Network Member. The Network Member and ADIN agree that any pursuit by ADIN of equitable relief shall have no effect whatsoever regarding the continued viability and enforceability of Section 13 below. Nothing herein shall be construed as prohibiting ADIN from pursuing any other remedies available for such breach or threatened breach of any of the Network Member's covenants in this Agreement, including the recovery of damages. The Network Member and ADIN agree that ADIN, at its option, may bring an action for such an action for equitable relief in the United States District Court for the Southern District of New York or the New York state court located in New York, New York. The parties agree that they are subject to the personal jurisdiction of said courts, irrevocably consent to the jurisdiction of such related to such dispute, and waive to the fullest extent permitted by law any objection which either party may now or hereafter have that the laying of the venue of any legal proceedings related to such dispute which is brought in any such court is improper or that such proceedings have been brought in an inconvenient forum.

13. Governing Law; Arbitration

This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to its conflict of laws principles. All disputes, disagreements, claims or controversies arising in connection with or relating to this Agreement (including the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of the parties agreement to arbitrate set forth in this Section 13), shall be resolved exclusively by arbitration administered by JAMS regarding commercial or business disputes. The arbitration shall take place in New York, New York, and shall be conducted before a single arbitrator selected by and in accordance with the rules and procedures of JAMS. The decision of the arbitrator shall be final and binding on the parties. Judgment on any award may be entered in any court having competent jurisdiction, and application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The fees and costs of the arbitration in excess of the amount of fees and costs Network Member would have been required to pay if Network Member's claims were filed in a court of law, regardless of whether Network Member or ADIN is the prevailing party, shall be borne by ADIN. Except as specifically set forth herein, Network Member and ADIN shall each bear its own attorneys' fees incurred in connection with the arbitration, and the arbitrator shall not have authority to award attorneys' fees unless a statute or contract at issue in the dispute authorizes the award of attorneys' fees to the prevailing party, in which case the arbitrator shall have the authority to make an award of attorneys' fees as required or permitted by applicable law. If there is a dispute as to whether Network Member or ADIN is the prevailing party in the arbitration, the arbitrator shall decide this issue. The award rendered by the arbitrator shall specify the finding of facts and conclusions of law upon which it is based and the reasons therefore, and be conclusive and binding upon the parties.

14. Policies and Procedures

Network Member agrees to adhere to applicable law and ADIN policies and procedures as they may from time to time be adopted or amended by ADIN and called to Network Member's attention. Network Member agrees that it is his or her duty to review ADIN's policies and procedures, in advance of any action and in case of doubt as to his or her conduct, rights or obligations.

15. General Provisions

1. Further Actions by Parties. Each of the parties to this Agreement agrees that it shall take all steps reasonably requested by the other party to implement the intentions and purposes of this Agreement.
2. Entire Agreement. This Agreement and the Grant Agreement, including any attachments thereto constitutes the entire agreement between ADIN and Network Member relating to the subject matter hereof and supersede any prior and contemporaneous representations, discussions, negotiations, and/or agreements, whether written or oral.
3. Amendment. No changes to this Agreement shall be effective unless in writing signed by both parties.
4. Waiver.Either party's failure to enforce any provision of this Agreement shall not be considered a waiver of such provision and shall not affect the party's right later to enforce such provision.
5. Severability. In the event that any provision of this Agreement is determined to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

16. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by electronic transmission, and upon such delivery, the signature electronically delivered shall be deemed to have the same effect as if the original signature had been delivered to the other party.