KEIRETSU FORUM CODE OF CONDUCT

• Act in good faith, honestly, professionally, and ethically.
• Be a contributor. Share your experience and knowledge in Q&A & Mindshare
• Complete the polls fully; even if only to express “no interest.”
• Deliver on promises to entrepreneurs and members in a timely and accurate manner; respond to companies within 48 hours of them reaching out.
• Exercise discretion: respect the confidentiality of information or contacts shared.
• Respect other members; do NOT solicit or promote personal business interests.

TERMS OF PARTICIPATION

Keiretsu Forum facilitates meetings between Entrepreneurs and Members and potential Members (Member herein refers to Members, Sponsors, Partners, and qualified guests).  These Entrepreneurs may be considering conducting private offerings of their equity in which the Member may want to consider investing.  Under securities law, Entrepreneurs conducting private offerings of their securities must observe various requirements, including that private offering may not involve any advertising or general solicitation.

Keiretsu Forum and Entrepreneurs that attend its meetings do not conduct any advertising or general solicitation.  Keiretsu Forum Members that attend meetings and that might want to invest in any Entrepreneurs must have demonstrated appropriate qualifications and must agree to the following terms:

1. Member agrees that any invitation to Keiretsu Forum that a Member may receive is personal to the Member. Member will notify Keiretsu Forum in advance (before 8:00am the Monday morning of Forums week) of a meeting that he/she intends to bring a guest (accredited investor or entrepreneur) so that they may be properly registered.

2. Member understands that he/she may learn of private offerings through Keiretsu Forum. These private offerings are subject to state and federal securities laws, which prohibit, among other things, the communication or retransmission to anyone of information received by Member from Entrepreneurs through Keiretsu Forum. Such information is for the sole use of Member and may not be reviewed by or shared with others. To the extent necessary, Entrepreneurs may separately provide information to Member and to Member’s legal, tax and investment decisions.

3. Member understands that Keiretsu Forum has not reviewed any information about Entrepreneurs that are represented at its meetings. Member will not rely on Keiretsu Forum for any such review. Keiretsu Forum makes no representations or warranties about any Entrepreneur, express or implied. Member understands that he/she is solely responsible for Member’s own due diligence investigation of any Entrepreneur before deciding to invest in that Entrepreneur.

4. Member understands that negotiations concerning investments (including price, percentage ownership interest and other terms) may take place as part of Due Diligence, if investors and entrepreneurs find it appropriate, but that ultimately Members and Entrepreneurs are responsible for negotiating their own deal terms. Keiretsu Forum is not acting as an agent or principal or in any other capacity in those negotiations or transactions.

5. Member understands that Keiretsu Forum is not an investment adviser or underwriter for Member for any Entrepreneur and that Keiretsu Forum takes no responsibility for the accuracy or completeness of any information about any Entrepreneur communicated to Member by any means or by any person at any time.

6. Member hereby agrees to be bound to the Keiretsu Forum Total Transparency Policy such that any Member who is engaged in any way with a presenting company will openly disclose the full extent of their involvement.

7. Member understands that if the Entrepreneur wants Member to agree to other restrictions on the use of the Entrepreneur’s confidential information, the Entrepreneur may require that Member enter into a separate non-disclosure agreement before providing the confidential information.

8. Member understands that investing in early stage, private companies involves extreme risk and should be considered only by Members that can afford to lose their entire investment.

9. Member understands that Keiretsu Forum is not a broker/dealer and may not sell, offer to sell or solicit an offer to buy any security. References to Keiretsu Forum include its U.S. affiliates and agents.

10. Member understands and agrees that any investment made is solely for the Member’s account and not for the account of any other person.

11. Member understands and agrees to bring pre and post investment issues that arise in any company that was introduced to Member by Keiretsu Forum first to the entrepreneur before bringing the issues to other investors or investor organizations. Member will at all times recognize the confidential nature of private equity investing and will not, under any circumstances, expose these issues in any public venue.

12. There is a no solicitation policy for members and guests at Keiretsu Forum Meetings and events and members agree not to use their membership for the purpose of soliciting business to their individual firms. Member hereby recognizes that only Keiretsu Forum Sponsors may engage in the solicitation of business at Keiretsu Forum meetings and events.

13. Member should consult their own attorneys, accountants, investment advisers and other professional advisers when considering an investment.