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Important: Please accept this agreement for continued access to your training.

This INVESTOR CLUB PARTICIPATION AGREEMENT (“Agreement”) is made between CANIS MAJOR INVESTOR CLUB, LLC, a Texas limited liability company (“Investor Club”) and the person whose has executed this Agreement electronically (the “Participant”) to be effective as of the date of such execution.

W I T N E S S E T H :

  1. The Investor Club has established an investment mentoring, training, and networking program (the “Program”) with respect to the analysis of commercial real estate investment opportunities;
  2. Certain persons with whom the Investor Club has established a substantive, pre-existing relationship who are interested in learning more about investing in commercial real estate may join the Program and become participants therein (collectively, the “Participants”, and individually, a “Participant”, of whom Participant is one); and
  3. Participant desires to participate in the Investor Club, and the Investor Club desires to allow Participant to participate in the Investor Club, on the terms and conditions set forth herein.

    NOW THEREFORE, in consideration of the premises and covenants contained herein, the Investor Club and that Participant agree as follows:

  1. Program Participation.
    1. Participant shall have the right to materially participate in all of the Investor Club’s proprietary commercial real estate investment training program and networking events, which are currently the “Commercial 12 Week Expedition” training, or the “Big Dog Texas Commercial Real Estate Investing Workshop” (the “Training Events”) conducted by Investor Club as part of the Program. Notwithstanding the foregoing, the Training Events shall not be deemed to include the Pitch Nights described in Section 1(b) that only are available to Participants who have completed one or more of the Training Events. The Training Events described in this Section 1(a) shall not be offered at, and shall be deemed to be separate from, the Pitch Nights described in Section 1(b).

      Participant may indicate their participation at a Training Event by checking one or more of the applicable boxes in the form at the bottom of this page. *New Big Dogs, leave the boxes unchecked.

    2. With the approval of the Investor Club and following completion of one or more of the Training Events, Participant shall have the right to attend certain other events (each, a “Pitch Night”). Each Pitch Night shall be conducted by Investor Club as part of the Program where certain Participants (referred to herein as “Sponsor Participants”) may present Offerings with respect to commercial real estate properties. The Offerings shall be conducted in accordance with the provisions of Section 3. Upon an Investor Club Participant’s completion of one or more of the Training Events, the Investor Club Participant and the Investor Club shall execute the “Pitch Night Eligibility Certification” in the same form as is attached hereto as Exhibit “A”, and thereafter, the Investor Club Participant may attend Pitch Nights. Participant agrees and acknowledges that the Investor Club’s sponsorship of the Pitch Nights is in the nature of a “self-directed investment club” where Participants research and select investments together, but they invest individually instead of pooling their money through the Investor Club. Participant acknowledges that the pooling of investment funds only occurs as the Participant invests in an Offering that is sponsored by the Sponsor Participant.
  2. Participant Qualification. As a precondition to Participant’s participation in the Investor Club (and the participation of all other of the Investor Club’s Participants) and following the Participant’s attendance of one or more Training Events, the Investor Club shall have determined that each Participant is “sophisticated” within the meaning of the United States federal securities laws, which defines “sophisticated” as having sufficient knowledge and experience in financial and business matters to make each Participant capable of evaluating the merits and risks of the Offerings presented by the Sponsor Participants. Participant and the Investor Club agree that Investor Club Participants shall obtain such level of sophistication through their prior participation in one or more Training Events. Based on the Participant’s prior participation in the Training Events, the method of instruction employed by the Investor Club, and the relationships that each Participant establishes the Investor Club and following completion of one or more Training Events, the relationship between the Investor Club and each Participant is deemed “substantive”, in that the Investor Club has been able to obtain sufficient information to evaluate, and has, in fact, evaluated, each Participant’s sophistication, in determining each Participant’s status as a “sophisticated” investor. Pursuant to Compliance and Disclosure Interpretations of the Corporation Finance Division of United States Securities and Exchange Commission (the “SEC”), and specifically, the guidance found at Question 256.27, Investor Club and Sponsor acknowledge and agree that the Investor Club together with the Participants who have completed one or more Training Events are a group of experienced, sophisticated investors who share information about Offerings through the Investor Club’s network and Participants who have a relationship with a Sponsor Participant may introduce that issuer to other Participants. Further, Investor Club and Participant agree and acknowledge that Sponsor Participants that contact one or more experienced, sophisticated Participants through this type of referral may be able to rely on those members’ network to establish a reasonable belief that other Investor Club Participants participating in the Pitch Nights have the necessary financial experience and sophistication.
  3. Requirements For Participant-Sponsored Offerings. A Participant who is a Sponsor Participant (as such term is defined in Section 1(b)) shall have the right and opportunity to present Offerings to the other Participants in the Investor Club at Pitch Nights as agreed upon between the Sponsor Participant and the Investor Club; provided however, that such Offerings shall satisfy all of the following requirements:
    1. Each Sponsor Participant may present Offerings sponsored solely by the Sponsor Participant or together with other sponsors provided that Sponsor Participant retains executive management control over the terms and conduct of the Offering. The right granted under this Section 3 is personal to the Sponsor Participant and may not be assigned to any other person.
    2. Each Sponsor Participant agrees that it shall take sole responsibility for ensuring that each Offering satisfies the requirements of all applicable United States federal and state securities laws. Each Sponsor Participant agrees to satisfy the requirements of Rule 10b-5 (the “Disclosure Requirements”) promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to not (i) use any device, scheme, or artifice to defraud, or in connection with the Offering, (ii) make any untrue statement of a material fact or to omits to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or (iii) engage in any act, practice, or course of business through participation in the Investor Club’s Program or otherwise that operates or would operate as a fraud or deceit upon any person.
    3. Each Sponsor Participant agrees that the Offerings shall rely on the United States federal exemptions from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”) found in Rule 506(b) or Rule 506(c) of Regulation D promulgated by the SEC under the Securities Act. The Offering requirement set forth in this Section 3(d) shall be referred to herein as the “Exemption Requirements”. Neither Sponsor Participant nor any of Sponsor Participant’s associated persons shall be disqualified from the Rule 506 exemptions provided for under Regulation D by virtue of the disqualifications contained in Rule 505(b)(2)(iii), Rule 506(d), or Rule 507.
    4. Neither the Investor Club nor any person associated with the Investor Club shall have possession of any funds paid by investors in any Offering, or securities, in connection with the purchase or sale of any security offered in an Offering.
  4. No Implied Warranties; Limitation on Investor Club Liability. The Investor Club makes no implied warranty of merchantability or fitness for a particular purpose and all such warranties are excluded to the full extent of the law. Participant expressly understands and agrees that the Investor Club shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from Participant’s use of or inability to use the services provided by Investor Club hereunder. Further, Participant agrees that the Investor Club is not serving as the promoter of any Offering and has not conducted underwriting in connection with any investment opportunity presented by a Participant. Further, Participant agrees that the Investor Club has not provided investment advice to Participant other than the specific real estate investment analytical methods that the Investor Club teaches to all Participants who attend Training Events. The Investor Club neither serves as a promoter, principal, sponsor, manager, nor general partner, of any Offering, nor does it assume any managerial responsibility for the day-to-day operations of real estate properties that may the subject of an Offering. Consequently, neither the Sponsor Participant nor any other Participant shall hold the Investor Club liable for losses sustained as the result of any investment in an Offering. Participant and Investor Club agree that Investor Club does not assume any liability for any of a Sponsor Participant’s compliance obligations with applicable securities laws, including the Disclosure Requirements and Exemption Requirements. Investor Club assumes no obligation to monitor or review the content of the Offering documents prepared by the Sponsor Participant.
  5. Sponsor Participant Indemnification Obligations. Each Participant agrees to the following in connection with any Offering:
    1. As a material part of the consideration for the Agreement of Investor Club to furnish its services under the Agreement, each Participant agrees to indemnify and hold harmless Investor Club and its affiliates, and their respective past, present and future directors, officers, shareholders, employees, agents, representatives, advisors, attorneys, subcontractors and controlling persons within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended (collectively, the “Indemnified Parties”), to the fullest extent lawful, from and against any and all third-party (not including any employee or ex-employee of an Indemnified Party) losses, claims, damages or liabilities (or actions in respect thereof), joint or several, (i) arising out of or based upon any untrue statement or alleged untrue statement of any material fact contained in the Offering documents or any other information (whether written or oral) supplied to any third party by or on behalf of a Sponsor Participant or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) otherwise arising out of or related to the Agreement, Sponsor Participant’s breach thereof, Investor Club’s engagement under the Agreement, or any actions taken or omitted to be taken by an Indemnified Party or a Sponsor Participant in connection with the Agreement. In addition, the Participant agrees to reimburse each Indemnified Party for any legal or other expenses reasonably incurred by each of them in respect thereof at the time such expenses are incurred; provided, however, the Participant shall not be liable under clause (ii) of the foregoing indemnity and reimbursement agreement for any loss, claim, damage or liability which is finally judicially determined by a court of competent jurisdiction to have resulted primarily from the willful misconduct or gross negligence of such Indemnified Party.
    2. If for any reason the foregoing indemnification or reimbursement is unavailable to any Indemnified Party or insufficient fully to indemnify any such party or to hold it harmless, the Sponsor Participant shall contribute to the amount paid or payable by the Indemnified Party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received (or anticipated to be received) by the Sponsor Participant, on the one hand, and Investor Club, on the other hand, in connection with any actual or potential Offering. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or otherwise, then the Sponsor Participant shall contribute to such amount paid or payable by any Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits, but also the relative fault of the Sponsor Participant, on the one hand, and Investor Club, on the other hand, in connection therewith, as well as any other relevant equitable considerations.
    3. The Participant shall not effect any settlement or release from liability in connection with any matter for which an Indemnified Party could be entitled to indemnification from the Participant, unless such settlement or release contains a release of the Indemnified Parties reasonably satisfactory in form and substance to Investor Club.
    4. The Participant further agrees that neither Investor Club nor any other Indemnified Party shall have any liability (whether direct or indirect and regardless of the legal theory advanced) to the Sponsor Participant or any person or entity asserting claims on behalf of or in right of the Sponsor Participant related to or arising out of the Agreement, or any actions taken or omitted to be taken by an Indemnified Party or the Sponsor Participant in connection with the Agreement, except for losses, claims, damages or liabilities incurred by the Sponsor Participant which are finally judicially determined by a court of competent jurisdiction to have resulted primarily from the willful misconduct or gross negligence of such Indemnified Party. The indemnity, reimbursement, and other obligations and agreements of the Sponsor Participant set forth herein (i) shall apply to any modifications of the Agreement, (ii) shall be in addition to any obligation or liability which the Sponsor Participant may otherwise have to any Indemnified Party, (iii) shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Sponsor Participant or any Indemnified Party or any person controlling any of them, and (iv) shall survive the completion of the services described in, and any termination of the relationship established by, the Agreement.
    5. If any action or proceeding shall be brought or asserted against any Indemnified Party in respect of which indemnity may be sought from the Participant hereunder, Investor Club shall promptly notify the Participant, provided that failure to notify the Participant shall not relieve it from any liability hereunder (i) if the Participant had actual notice of such action or proceeding, or (ii) except to the extent of any material prejudice resulting therefrom, and will not in any event relieve the Participant from any obligations to Investor Club other than the indemnification obligation provided herein.
    6. The foregoing provisions of this Section 5 may be varied by separate agreement by and between the Investor Club and the Participant.
  6. Term. The term of this Agreement shall be for one (1) year and shall renew for subsequent one-year time periods automatically unless sooner terminated in accordance with the provisions hereof. Notwithstanding the foregoing, the Investor Club reserves the right to cancel this agreement at any time (a) upon Participant’s material breach of this Agreement; or (b) for any other reason in the Investor Club’s reasonable discretion.
  7. Suspension. Without limiting any other remedies, the Investor Club may suspend or terminate this Agreement if the Investor Club suspects that Participant (by conviction, settlement, insurance or escrow investigation, or otherwise) has engaged in fraudulent activity in connection with the Investor Club or in connection with any transaction in securities.
  8. No Waiver. The Investor Club’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
  9. Assignment. The Investor Club reserves the right to assign, transfer or delegate all or any of its rights or obligations under this Agreement to any other person at its sole discretion. Furthermore, the Investor Club reserves the right, at its sole discretion, to revise, change, modify, add, or remove any portion of this Agreement, in whole or in part, at any time.
  10. Further Actions. Subject to the terms and conditions hereof, each of the Parties agrees to use its best efforts before and after the date hereof to take, or cause to be taken, all reasonable action and to do, or cause to be done, all reasonable things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including, but not limited to, (i) obtaining any licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with a party as are required in connection with the consummation of the transactions contemplated hereby; (ii) effecting all necessary registrations and filings; (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, whether brought derivatively or on behalf of third parties (including governmental agencies or officials), challenging this Agreement or the consummation of the transactions contemplated hereby; and (iv) furnishing to each other such information and assistance as reasonably may be requested in connection with the foregoing.
  11. Relationship Between the Parties. This Agreement does not constitute and shall not be construed as constituting an agency, partnership or joint venture between the Parties. No party shall have the right to obligate or bind the other party in any manner whatsoever. Neither party is an agent of the other party. The parties are independent contractors. The parties do not intend by this Agreement to create a fiduciary relationship or that either party will owe a fiduciary duty to the other. This Agreement shall not be construed as giving economic rights to any Participant of the Investor Club as would be held by a member of the Investor Club owning Membership Interests therein. Membership Interests in the Investor Club have been sold and issued to its Members pursuant to the term of its Company Agreement, which is a separate agreement from this Agreement.
  12. Force Majeure. Anything to the contrary in this Agreement notwithstanding, no party shall be liable to any other party for any loss, injury, delay, damage, or other casualty suffered or incurred by such other party hereto due to riots, storms, forces, earthquakes, floods, other phenomena of nature, explosions, embargoes, governmental or other laws and regulations, coups, rebellions, strikes, boycotts, litigation or labor disputes, tortious acts of any other person, acts of God, war, fire, explosions, accidents, power outages, fuel shortages, water shortages, terrorist acts, acts of any government or governmental agency, changes in tariffs or duties, criminal acts, transportation interruptions, communications interruptions, the failure of banks or other financial institutions to perform according to expected practices and standards, the failure or inability of any supplier or vendor to manufacture, obtain or deliver any product or service with whom a party has contracted, the death or sudden incapacity of a key employee or agent of a party, or any other cause that is beyond the reasonable control of such party hereto. Any failure or delay by either party hereto in performance of any of its obligations under this Agreement due to one or more of the foregoing causes shall not be considered as a breach of this Agreement. The doctrine of ejusdem generis is hereby rejected and waived, and shall not be applied to this Agreement.
  13. Binding on Successors. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto, whether so expressed or not.
  14. Jurisdiction, Venue, and Remedies. The Parties consent to the jurisdiction and venue of the U.S. federal and state courts in the State of Texas located in Austin, Texas. The Parties consent to the service of process in the same manner as the giving of notices pursuant to this Agreement. All legal or equitable proceedings, arbitrations, or hearings initiated by the Parties shall be in Austin Texas, and no court, tribunal, board, panel, or arbitrator shall have jurisdiction over any matter in any other location. Either party may exercise all remedies at law or in equity. All provisions of this Agreement may be specifically enforced, whether or not there is an adequate remedy at law or whether money damages may be ascertainable. The performance of all obligations under this Agreement shall be in Travis County, Texas, unless this Agreement explicitly or be necessary implication provides for performance of the obligations at another place.
  15. Attorney’s Fees. Either party to this Agreement shall be entitled to recover from the other party all reasonable costs and expenses, including attorneys’ fees, in successfully enforcing or defending any right arising out of, in connection with, or related to this Agreement and the relationship of the Parties to this Agreement (including non-contract claims) that is resisted or disputed by the other party, whether or not any proceeding or action is commenced in any court or before any agency, board, tribunal or arbitrator.
  16. Disputes. If a dispute arises, the parties will attempt in good faith to find resolution through mediation conducted by a mediator to be mutually agreed upon by the parties. The parties will share the costs of the mediator equally. Each party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute. If the dispute is not resolved within forty-five (45) days after it is referred to the mediator, the parties shall arbitrate the dispute using an arbitrator who is a member of the Texas Academy of Distinguished Neutrals (or equivalent organization) to be mutually selected. If the parties cannot agree to an arbitrator, the arbitrator shall be selected by the American Arbitration Association (“AAA”) from members of the Texas Academy of Distinguished Neutrals (or equivalent organization). The arbitration shall be conducted under the auspices of the AAA in accordance with the then current rules of the AAA applicable to commercial disputes and Texas law. Venue shall be in Travis County, Texas. Judgment on the arbitration award may be entered in any court that has jurisdiction over the matter. Costs of arbitration, including lawyers’ fees, shall be awarded by the arbitrator to the prevailing party.
  17. Texas Law. The laws of the State of Texas shall govern this Agreement as if all parties resided in the State of Texas and this Agreement were to be wholly performed within the State of Texas. The provisions of this Agreement may be specifically enforced.
  18. Notices. Any notice, payment, demand, offer, or communication required or permitted to be given by any provision of this Agreement shall be deemed to have been delivered and given for all purposes (i) if it is actually received by personal or electronic tender (such as, e.g., facsimile transmission or email transmission) by the person to whom it was directed, or (ii) if sent by registered or certified mail, postage and charges prepaid, addressed to the party at the address set forth below the signature, or to such other address as such party may from time to time specify by written notice to the other party. Any notice shall be deemed given as of the earlier of the date actually received or the date on which it was deposited in a regularly maintained depository for the deposit of United States mail, properly addressed with postage prepaid.
  19. Small Business Issuer. Participant agrees and acknowledges that it has been advised that business entities formed for Offerings likely will be considered as “small business issuers” for purposes of Section 33N of the Securities Act of the State of Texas and that, under Section 33N, the maximum amount, if any, that may be recovered against any person who has been engaged to provide services relating to the offering of securities, including attorneys, accountants and consultants, is an amount equal to three times (3X) the fee paid by Participant to the person for the services related to the offering of securities, unless the finder of fact finds the person engaged in intentional wrongdoing in providing the services. By Participant’s signature below, Participant acknowledges that it is aware of the limitation set forth in this paragraph.

Once you’ve reviewed and understood the terms above, simply complete the acceptance form below. Click ‘Submit’ to finalize your membership and create your account.