Founding Member
Agreement.

The master contract between the Society and each Founding Member. Membership grant, founder rate lock, transfer mechanics, member privileges, conduct, risk, dispute resolution, governing law.

1. Parties & Effective Date

This Founding Member Agreement (the "Agreement") is entered into as of the date last signed below (the "Effective Date") by and between [The Paddock Society LLC], a [Georgia limited liability company] doing business as The Paddock Society (the "Society"), and the individual identified in the signature block as the Founding Member (the "Member").

2. Definitions

The following capitalized terms have the meanings set forth below.

2.1

"Annual Waiver" means the document titled "Annual Driving & Track-Day Waiver" executed by the Member and each driving family member each calendar year, in the form supplied by the Society. (See Document 02 in the Society's legal set.)

2.2

"Cup" means the TPS GT Cup, the Society's sanctioned bring-your-own-car exhibition race series operated alongside FARA USA-sanctioned race weekends.

2.3

"Cup Addendum" means the document titled "Cup Participation Addendum" executed by the Member before each TPS GT Cup race weekend. (See Document 03.)

2.4

"Founder Interview" means the in-person or videoconference interview conducted by Society management with each applicant prior to admission, including the disclosure to the applicant of the Founding Buy-In.

2.5

"Founding Buy-In" means the one-time Membership buy-in disclosed to the Member at the conclusion of the Founder Interview and paid in full prior to admission. The amount is set in conversation per Member and is not publicly disclosed.

2.6

"Founding Member" means a Member admitted in calendar year 2026 at the Founding Buy-In, holding the rights and obligations specified in this Agreement.

2.7

"Member Driving Day" means any day on which Society programming includes Member access to a circuit for driving activity, whether at the home circuit (Michelin Raceway Road Atlanta), a partner circuit, or any other venue.

2.8

"Operations Partner" means The Driving Club at Road Atlanta, which provides operations, insurance umbrella, hospitality, member garaging, and reciprocal Virginia International Raceway access on behalf of the Society.

2.9

"Released Parties" has the meaning set forth in §11.2.

2.10

"Restricted Area" means the racing/practice areas, pit areas, paddock, infield, approach areas, shutdown or rest areas, all walkways, hospitality areas, garage areas, and any area within or appurtenant to any racing circuit, training facility, or event venue at which Society programming occurs, whether open or closed to the public, day or night.

3. Grant of Membership

3.1 Grant.

Upon (i) the Society's acceptance of the Member's Application, (ii) the Member's execution of this Agreement, the Annual Waiver, and any other forms required under §4, and (iii) the Member's payment in full of the Founding Buy-In, the Society grants the Member a personal, non-exclusive Founding Membership in The Paddock Society, subject to the terms of this Agreement.

3.2 Membership Class.

Founding Membership is a distinct Membership class admitted only in calendar year 2026. Standard Membership opens calendar year 2027 at [$145,000 USD per annum] and is governed by separate terms applicable to Standard Members. Founding Members are not converted to or replaced by Standard Members.

3.3 Founders First.

The Society will provide Founding Members with first call on each new experience, partnership, manufacturer day, international weekend, members-only track day, Cup grid spot, and other Society programming added to the Society's calendar in 2026 and in any subsequent year, in perpetuity, ahead of any Standard Member or other class. Priority among Founding Members shall be determined by Founding Member serial number assigned at admission.

3.4 Term.

Founding Membership status, once granted, continues for the life of the Member, subject to suspension, expulsion, or resignation under §10, and subject to the transfer mechanics of §6. Founder status does not lapse for non-use, non-attendance, or any reason other than those expressly stated in §10.

4. Application & Founder Interview

4.1 Eligibility.

Any individual of good moral character who is discreet, financially responsible, and enjoys a good reputation for being a truthful, peaceful, and law-abiding citizen, of the age of eighteen (18) years or older, who has been introduced to the Society by an existing Member or by direct referral approved by Society management, may apply for Founding Membership.

4.2 Application.

Each applicant shall submit the Application on the form supplied by the Society. By submitting the Application, the applicant authorizes the Society to conduct general background, criminal background, financial responsibility, and character checks of the applicant and, where applicable, of any entity through which Membership is held.

4.3 Founder Interview.

No applicant shall be considered for admission until the applicant has completed the Founder Interview with Society management. The Founding Buy-In is disclosed to the applicant in writing at the conclusion of the Founder Interview. Acceptance is at the Society's sole discretion.

4.4 Serial Number.

Each accepted Founding Member is assigned a unique Founding Member serial number consecutively based on the date of admission. The serial number governs Founders First priority under §3.3.

4.5 Bylaws and Waivers.

The Member shall execute and return this Agreement, the Annual Waiver, the Code of Conduct acknowledgment, and any other forms required by the Society within thirty (30) days of the Society's acceptance. The Member shall not be permitted to participate in any Member Driving Day, Cup activity, or other Society programming until these forms have been received and recorded by the Society.

4.6 Family Privileges.

The spouse and unmarried children of the Member under the age of twenty-five (25) who share the same household as the Member may use Society privileges to the same extent as the Member, subject to all other terms of this Agreement, the Annual Waiver, and any applicable Cup Addendum or Guest Waiver. The Member is jointly and severally responsible for the conduct, indebtedness, and waiver compliance of all family members admitted under the Member's Membership.

5. Buy-In, Dues & Founder Rate Lock

5.1 Founding Buy-In.

The Founding Buy-In is a one-time payment, due in full prior to admission, in U.S. dollars, by wire transfer or other means specified by the Society. The Founding Buy-In is non-refundable, except as expressly provided in §10.

5.2 Founder Rate Lock.

The Founding Buy-In paid by the Member fixes the Member's economic Membership cost for the life of the Member. The Society shall not require the Member to pay any annual dues, recurring assessment, conversion fee, or upgrade fee in order to maintain Founding Membership status, provided the Member remains in good standing under §10.

5.3 Society Authority on Fees.

Notwithstanding §5.2, the Society retains the authority to set transactional fees for specific Society activities (including but not limited to per-event Cup entry fees, guest passes, golf cart rentals, and food/beverage purchases at hospitality venues) and to set dues structures applicable to Standard Members and other future Membership classes. The Founder Rate Lock under §5.2 applies only to the maintenance of Founding Membership status, not to transactional fees for individual elective activities.

5.4 Notice of Changes.

The Society shall provide Members with at least ninety (90) days' written notice of any change in transactional fees applicable to Founding Members.

6. Transfer & Resale

6.1 General Rule.

Except as expressly permitted by this §6, Founding Memberships are personal to the Member and are non-transferable, non-assignable, and may not be sold, gifted, devised, inherited, or pledged as security.

6.2 Founder-to-Founder Transfer.

Notwithstanding §6.1, a Founding Member may transfer the Founding Membership, one time only and in its entirety, to a single individual transferee, on the following conditions:

  (a) the transferee has been independently approved through the Founder Interview process described in §4.3;
  (b) the transfer price does not exceed three times (3×) the Founding Buy-In paid by the transferring Founding Member, as documented at the time of admission;
  (c) the Society receives written notice of the proposed transfer and proposed price not less than thirty (30) days before the proposed effective date, and the transferee executes this Agreement (and all then-current ancillary forms) before the transfer becomes effective;
  (d) the Society's Right of First Refusal under §6.3 has lapsed or been waived in writing.

6.3 Right of First Refusal.

The Society reserves a right of first refusal to repurchase any Founding Membership tendered for transfer at the proposed transfer price. The right of first refusal lapses if not exercised in writing within twenty-one (21) days of the Society's receipt of the notice required by §6.2(c).

6.4 No Public Market; No Brokerage.

The 3× transfer ceiling is a personal-property resale right, not a securities transfer right. The Society does not maintain, sponsor, or recognize any public or private secondary market for Founding Memberships. The Society does not act as broker, agent, finder, or placement agent for any transfer.

6.5 Death of Member.

Upon the death of a Founding Member, the Founding Membership terminates and is not transferable to the deceased Member's heirs, estate, or successors. The Society may, at its sole discretion, offer the deceased Member's spouse or designated family member admission as a new Founding Member at a discounted Founding Buy-In, contingent on Founder Interview and acceptance of this Agreement.

6.6 Forfeiture of Founder Number on Resignation or Expulsion.

A Member who resigns under §10.5 or whose Membership is terminated under §10.4 forfeits the Founding Member serial number, which shall not be reissued. The transfer right under §6.2 is preserved during good-standing Membership and is not preserved through resignation or expulsion.

7. Member Privileges

7.1 Pillars.

Founding Membership grants the Member the following privileges, organized by the Society's four ego pillars: (i) Drive — eligibility to drive in the TPS GT Cup, the Society's sanctioned bring-your-own-car exhibition race series, operated alongside FARA USA-sanctioned race weekends, in the Member's own race car; (ii) Brand — design and application of the Member's business livery on the Member's race car, with the Society's full handling of race operations as set forth in §8; (iii) Access — participation in monthly members-only track days at Road Atlanta and partner circuits, manufacturer experiences, the founder retreat, and the legends dinner; international race weekends at Le Mans, Spa, Silverstone, and Magarigawa; (iv) Network — networking with the founding cohort of business owners, operators, and family offices, deal flow, hospitality, and gift programming.

7.2 Calendar.

The Society's annual calendar is published to Members at the beginning of each calendar year and updated as partnerships, dates, and venues confirm. Specific dates, venues, and content are subject to change; the Society will use commercially reasonable efforts to maintain a target of twelve (12) bespoke Member experiences per year, but does not guarantee any specific calendar item.

7.3 Cup Eligibility.

Cup participation requires the Member's separate execution of the Cup Addendum (Document 03) before each race weekend, satisfaction of FARA USA-administered scrutineering and credential requirements, and compliance with the Society's vehicle, livery, and driver-eligibility standards published from time to time.

7.4 Guest Privileges.

Subject to the Society's policies as published from time to time, the Member may invite guests to Society programming as follows: up to two (2) guests at members-only track days; up to one (1) guest at race events; up to five (5) guests at TPS GT Cup race weekends; partners welcome at the founder retreat. Each guest must execute the Guest Liability Waiver (Document 04) prior to entering any Restricted Area, and the sponsoring Member is responsible for the conduct, indebtedness, and waiver compliance of each guest.

7.5 No Guarantee of Calendar or Programming.

The Society's marketing materials, including without limitation the Founding Member Prospectus and the Founders Deck, describe the Society's intended programming and partnership stack. The Society shall use commercially reasonable efforts to deliver on the described programming. The Society does not, however, warrant or guarantee any specific event, date, venue, partner, manufacturer experience, sanctioning relationship, or international destination, and the Member acknowledges that programming is subject to commercial, regulatory, and partnership confirmation.

8. Race Operations & Livery

8.1 Race-Operations Privilege.

Founding Membership includes the Society's handling of race operations for the Member's participation in the TPS GT Cup across the season's rounds, including: FARA USA entry fees, tech inspection and scrutineering coordination, paddock credentialing, race-weekend pit support, and transport coordination from the Member's garage to the grid. The Society does not warrant any particular grid eligibility, scrutineering outcome, or sanctioning approval beyond commercially reasonable efforts to coordinate the foregoing.

8.2 Livery Design & Application.

Founding Membership includes design support and application of the Member's business livery on the Member's race car for the season. The Member may design the livery directly or hand the brief to the Society's design resources. The Society will arrange wrap application, decal application, and replacement panels as needed across the season to maintain livery integrity. The Member acknowledges that livery application, wrap durability, and replacement-panel availability are subject to commercial supply, vehicle compatibility, and race-weekend conditions, and the Society does not warrant against incidental damage to the underlying vehicle resulting from wrap application performed in accordance with industry-standard practices.

8.3 Allocation.

The Society publishes a target allocation for each Founding Buy-In: approximately thirty-six percent (36%) toward race operations as described in §8.1 and livery design and application as described in §8.2; approximately thirty-six percent (36%) toward the year's twelve bespoke Member experiences; approximately eighteen percent (18%) toward Society management and operations; approximately ten percent (10%) toward operations reserve. The dollar amount per allocation bucket is disclosed to the Member during the Founder Interview. Allocation percentages are targets and may be adjusted by the Society at its discretion based on partnership timing, operational requirements, and the best interests of the cohort, with notice to Members.

8.4 Vehicle Standards.

The Member is responsible for supplying a vehicle that satisfies the Society's published vehicle, safety, and scrutineering standards for the TPS GT Cup's bring-your-own-car exhibition format, as such standards may be amended from time to time and as required by FARA USA, the host circuit, and any applicable sanctioning body. Where the Member's vehicle does not meet standards required for a particular round, the Society will work in good faith with the Member to identify appropriate preparation; the Society does not guarantee any particular grid eligibility outcome.

8.5 No Charitable Tax Treatment Implied.

The Founding Buy-In is consideration for Founding Membership privileges in their entirety and is not a charitable contribution. The Society makes no representation regarding tax treatment of the Founding Buy-In or any portion thereof. Members should consult their own tax advisors.

9. Conduct & Compliance

9.1 Code of Conduct.

The Member agrees to abide by the Society's Member Code of Conduct (Document 05), as amended from time to time, and any rules, policies, or procedures established by the Society or by the Operations Partner with respect to specific facilities, events, or programming.

9.2 On-Track Behavior.

The Society expects the on-track behavior of every Member to be above reproach. The Member shall comply with all applicable racing-credential, vehicle, safety, scrutineering, signage, and driver-school requirements imposed by the Society, the Operations Partner, FARA USA, the circuit, or the relevant sanctioning body.

9.3 Use of Society Name & Materials.

Except for the Member's identification of Membership status in personal social-media or business contexts, the Member shall not use the Society's name, logos, marketing materials, member roster, or any Society-issued image or video for commercial purposes without the Society's prior written consent.

10. Suspension, Expulsion & Resignation

10.1 Suspension and Expulsion Authority.

The Society is fully authorized to privately discipline, suspend, or expel any Member for reasonable cause in its sole opinion. Reasonable cause may include, but is not limited to, violations of this Agreement, the Code of Conduct, the Annual Waiver, or any rule, regulation, or policy of the Society, the Operations Partner, FARA USA, or any applicable circuit; conduct prejudicial to the Society's or the Operations Partner's welfare; conduct on or about the premises of any circuit or Society event that places persons or property at risk; financial delinquency under §5.3; misrepresentation in the Application or Founder Interview; or any conduct the Society determines to be incompatible with the standards of the Society in its sole judgment.

10.2 Process.

Before expulsion, the Society will give the Member written notice of the alleged grounds for expulsion and a reasonable opportunity to respond in writing. The Society's determination is final and not subject to further internal appeal.

10.3 Suspension.

During any period of suspension, the Member shall not access Society programming, the Operations Partner's facilities, or Member Driving Days. Suspension does not relieve the Member of obligations under this Agreement and does not toll the limitation periods applicable under §16.

10.4 No Refund on Expulsion.

If a Member is expelled under this §10, no refund of the Founding Buy-In, transactional fees, or other amounts paid to the Society will be made. The expelled Member shall remain responsible for any unpaid amounts incurred up to and including the date of expulsion. The expelled Member's transfer right under §6.2 is forfeited as of the effective date of expulsion.

10.5 Resignation.

A Member may resign Membership at any time upon written notice to the Society. A resigning Member must return all Society identification cards, dog tags, guest passes, and other materials issued by the Society. A resigning Member forfeits the Founding Member serial number and may be restricted from re-applying to the Society for one (1) year. Resignation does not entitle the Member to refund of the Founding Buy-In or any transactional fees paid.

11. Risk, Release & Indemnity

11.1 Acknowledgment of Inherent Risk.

The Member, on behalf of the Member and the Member's personal representatives, heirs, assigns, family, next of kin, executors, administrators, and estate (collectively the "Member Parties"), acknowledges and agrees that motor racing, high-performance driving, track-day operations, paddock activity, and all related and ancillary activities at Society events (including but not limited to the TPS Cup, Member Driving Days, manufacturer experiences, instructional sessions, and any operations within any Restricted Area) are inherently and extremely dangerous, involve the risk of property damage, serious bodily injury, paralysis, and death, and may result from causes including but not limited to mechanical failure, driver error (the Member's own or others'), failure of safety equipment, conditions of track surface or weather, the negligent or grossly negligent acts or omissions of any Released Party, or any other cause. The Member knowingly and voluntarily assumes all such risks.

11.2 Released Parties.

"Released Parties" means and includes The Paddock Society and its parent, subsidiary, and affiliated entities; The Driving Club at Road Atlanta; FARA USA and any other sanctioning body associated with a Society event; the owner and operator of each circuit at which a Society event occurs (including but not limited to Michelin Raceway Road Atlanta, MCM Motorsports Park, Homestead-Miami Speedway, and any partner facility); each of their respective officers, directors, managers, members, employees, agents, contractors, instructors, marshals, medical personnel, sponsors, partners, insurers, and successors; and the heirs, assigns, and estates of each of the foregoing.

11.3 Release and Covenant Not to Sue.

The Member, on behalf of the Member Parties, HEREBY RELEASES, WAIVES, DISCHARGES, AND COVENANTS NOT TO SUE the Released Parties from any and all liability, claims, demands, actions, and causes of action whatsoever, in law or in equity, now and for all time, arising out of or related to any loss, damage, injury, illness, or death sustained by the Member or the Member Parties, or to any property of the Member or the Member Parties, while the Member is in, upon, or near any Restricted Area or while engaged in any Society activity, whether such loss, damage, injury, illness, or death is caused by the negligence (including gross negligence) of any Released Party or by any other cause.

11.4 Indemnification.

The Member shall indemnify, defend, and hold harmless the Released Parties from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of (i) the Member's breach of this Agreement, (ii) the conduct of the Member or the Member's family or guests at any Society event, (iii) damage caused by any vehicle owned, operated, or supplied by the Member, or (iv) the negligent or wrongful acts of the Member or any person admitted under the Member's Membership.

11.5 Severability and Scope.

This §11 is intended to be as broad and inclusive as permitted by the law of the State of Georgia. If any provision of this §11 is determined to be invalid or unenforceable, that determination shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

12. Insurance & Operations Partner

12.1 Member Insurance.

The Member represents and warrants that the Member maintains, at the Member's own expense, (i) primary motor vehicle liability and physical damage insurance covering each vehicle the Member operates at any Society event, (ii) personal medical/health insurance sufficient to cover any injury or illness that may occur in connection with Society participation, and (iii) where applicable, motorsport-specific track-day or competition insurance covering driver and vehicle while on circuit.

12.2 Operations Partner Coverage.

The Society's operations and event-day insurance umbrella, provided through the Operations Partner, is secondary and limited in scope and shall not be construed as primary coverage for any Member's vehicle, person, or guests. Coverage limits and exclusions are governed by the Operations Partner's policies in effect at the time of the relevant event.

12.3 Operations Partner Notice.

The Member acknowledges that certain Society programming is operated end-to-end by the Operations Partner, and that the Operations Partner's rules, scrutineering, paddock allocation, hospitality programming, and member-day cancellations are administered by the Operations Partner. The Member agrees to comply with the Operations Partner's policies as in effect from time to time as a condition of Society programming attendance.

13. Confidentiality

13.1 Confidential Information.

The Member acknowledges that, in the course of Membership, the Member will receive or have access to information that the Society treats as confidential, including but not limited to the Founding Buy-In paid by the Member or any other Member; the Society's Member roster, contact information, and member-only communications; deal-flow opportunities surfaced through the Network pillar; founder retreat content; member-only photo and video deliverables; and any other information designated by the Society as confidential ("Confidential Information").

13.2 Non-Disclosure.

The Member shall maintain Confidential Information in confidence and shall not disclose Confidential Information to any third party without the Society's prior written consent, except to the Member's professional advisors (including legal, tax, and financial advisors) who are themselves bound by professional duties of confidentiality.

13.3 Exclusions.

Confidential Information does not include information that (i) is or becomes publicly known through no breach of this §13 by the Member, (ii) was rightfully known to the Member without obligation of confidence prior to disclosure by the Society, or (iii) is required to be disclosed by applicable law or by court or regulatory order, provided that the Member gives the Society reasonable prior notice.

14. Nature of Membership; No Investment

14.1 Personal Privilege; No Security.

The Member acknowledges and agrees that Founding Membership is a personal, non-investment privilege of access to Society programming, hospitality, and community. Founding Membership is not a security, an investment contract, an equity interest, a membership interest in any limited liability company, a partnership interest, a joint-venture interest, a profit-sharing right, a fiduciary relationship, or any other form of investment for purposes of federal or state securities law.

14.2 No Profit Expectation.

The Member is not acquiring Founding Membership with an expectation of profit derived from the efforts of the Society or any third party. The 3× transfer ceiling under §6.2 is a personal-property resale right, contingent on the Society's right of first refusal and the transferee's independent admission, and does not constitute any expectation of return or appreciation.

14.3 Marketing Language.

The Member acknowledges that any references in Society marketing materials — including without limitation the Prospectus, the Founders Deck, the Society's website, and any presentations to the Member — to "founding-era position," "deal flow," "investor layer," "category bet," "market context," or comparable phrasing describe (i) the Member's qualitative experience of the Society's category and (ii) the Society's planned activities, and do not create any economic right, profit expectation, or investment expectation beyond the Membership privileges expressly stated in this Agreement.

14.4 Independent Decision.

The Member represents that the Member has made the decision to accept Founding Membership in reliance on the Member's own evaluation, with the benefit of any independent advisors the Member chose to consult, and without reliance on any forward-looking representation by the Society regarding the value, appreciation, or transfer market for Founding Membership.

15. Notices, Amendments, Severability

15.1 Notices.

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the signature block below (or to such other address as a party may designate by written notice). Notice by email to [email protected] from the Member, or to the Member's address of record from the Society, is sufficient unless the notice is one expressly required by applicable law to be delivered by other means.

15.2 Amendments.

The Society may amend this Agreement, the Code of Conduct, and any associated rules and policies from time to time on at least ninety (90) days' written notice to Members, provided that no amendment may (i) increase the Founding Buy-In, (ii) impose recurring annual dues on Founding Members, or (iii) materially diminish the transfer right under §6.2 without the affected Member's written consent.

15.3 Severability.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.

15.4 Entire Agreement.

This Agreement, together with the Annual Waiver, the Cup Addendum (when executed), the Guest Liability Waiver (as applicable), and the Code of Conduct (each in the form supplied by the Society), constitutes the entire agreement between the Society and the Member with respect to Founding Membership and supersedes all prior negotiations, representations, and understandings, whether written or oral.

15.5 No Waiver.

The Society's failure to enforce any provision of this Agreement on any particular occasion shall not be deemed a waiver of that provision or of the Society's right to enforce it on any future occasion.

15.6 Assignment.

The Society may assign this Agreement to a successor entity in connection with a corporate reorganization, merger, or sale of substantially all assets, provided that the successor assumes the Society's obligations under this Agreement. The Member's assignment rights are limited to the transfer mechanic in §6.2.

16. Governing Law & Dispute Resolution

16.1 Governing Law.

This Agreement is governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict-of-laws principles.

16.2 Mediation.

Any dispute, claim, or controversy arising out of or relating to this Agreement (a "Dispute") shall first be referred to non-binding mediation conducted in Atlanta, Georgia, by a mutually agreed mediator. Each party shall bear its own costs of mediation, and the parties shall share the mediator's fees equally.

16.3 Arbitration.

If mediation under §16.2 does not resolve the Dispute within sixty (60) days of the initial mediation demand, the Dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect, conducted by a single arbitrator in Atlanta, Georgia. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

16.4 Equitable Relief.

Notwithstanding §16.3, either party may seek injunctive or other equitable relief from a court of competent jurisdiction in respect of any breach of §13 (Confidentiality) or §9.3 (Use of Society Name & Materials) without first proceeding to mediation or arbitration.

16.5 Class Action Waiver.

The parties agree that any Dispute will be resolved on an individual basis and that no Dispute will be brought as a class action, mass action, or representative action. Counsel: confirm class action waiver enforceability under Georgia law.

16.6 Statute of Limitations.

Any claim arising out of or relating to this Agreement must be commenced within one (1) year after the cause of action accrues. Counsel: confirm shortened-limitations clause enforceability.

17. Acknowledgment & Signature

The Member acknowledges that the Member has read this Agreement in its entirety, has had the opportunity to consult independent legal, tax, and financial advisors of the Member's choosing concerning the Agreement, fully understands its terms, and is signing freely, voluntarily, and without inducement other than the privileges of Founding Membership themselves. The Member intends the Member's signature below to constitute a binding contract on the Member's part and on the part of the Member Parties as to provisions extending to them.

Document 01 of 7 · Founding Member Agreement · v1.0 · 2026-05-03