SOUTH ISLAND PROSPERITY PROJECT MEMBERSHIP AGREEMENT

Terms and Conditions of Membership

The following Terms and Conditions form a part of your Membership Agreement with SIPP (the “Agreement”). Please read them carefully and sign above to indicated your agreement on behalf of your organization.

1. General - As a member of SIPP, the Member agrees to abide by the terms of this Agreement SIPP’s Bylaws along with any regulations, rules, policies or procedures established SIPP. The Member agrees that SIPP may amend this Agreement or its regulations, rules, policies or procedures from time to time. The Member’s continued membership will constitute acceptance of the amended Agreement or regulations, rules, policies or procedures.

2. Term - The term of this membership is two (2) years, which term will commence on the date of admission of the Member and which will expire at the close of the second annual general meeting (AGM) after the date of such admission.

3. Fees – The Member shall pay promptly to SIPP all fees set out in this Agreement or as otherwise agreed to between the Member and SIPP.

4. Member Benefits (a) Recognition as a SIPP member in full standing (b) Logo and website link on the SIPP website (c) Voting rights as a member of the Funder Council (d) Authority over bylaws and the election of Board members (e) Participation in members-only events, dialogues, ad hoc committees, and strategy sessions (e.g. thought leadership series, lead investors breakfasts, etc.) (f) First access to data: economic trends, national, provincial and local economy trends, business development trends, research

5. Member Responsibilities – The Member agrees and understands that it, nor any representative of the Member: (g) will not use SIPP or any SIPP services to commit any illegal or unlawful act; or (h) will not use its membership in such a way as to detract from the integrity, good reputation or professionalism of SIPP, as determined by SIPP in its sole discretion; and if SIPP determines that the Member has committed any violation of these terms or any other terms of this Agreement or SIPP’s Bylaws, SIPP may take disciplinary action against the Member, up to and including the termination of the Member’s membership.

6. Representative - The Member must designate a Person to exercise the rights of membership on behalf of the Member and such designation must be in writing in form attached to this Agreement as Schedule A and delivered to SIPP.

7. Confidentiality – As a Member you may acquire information from SIPP or from a third parties in the course of your membership including proprietary marketing, financial or other business information (the “Proprietary Information”). As a Member you undertake and agree to to keep that Proprietary Information confidential during your membership and for a five-year period following the end of your membership. You will not use any Proprietary Information or disclose it to any party unless that use or disclosure is made with the prior written authorization of SIPP.

8. Ownership of Intellectual Property - The Member acknowledges that those ideas, inventions, formulae and discoveries that may be developed by SIPP or by SIPP in conjunction with the Member and/or other members shall be the exclusive property of SIPP and SIPP shall have the exclusive right to any patents, trademarks, copyrights, licenses or any other protection which may be issued thereon or which may arise with respect thereto. The Member assigns to SIPP any of the Member’s right, title and interest in such ideas, inventions and discoveries and all the Member’s right, title and interest in any patent, copyright, trademark, licence or other protection which may be issued or which may arise with respect thereto. The Member shall during the term of its membership and at any time thereafter execute and deliver all such instruments as SIPP may require in order to establish and protect its rights of ownership in any patent, copyright, trademark, licence or other protection referred to herein. The Member hereby waives in favour of SIPP and any other person all moral rights the Member has or may have in such ideas, inventions, formulae and discoveries.

9. Liability - You release SIPP and its directors, officers, employees, contractors, agents, other members and other related parties to SIPP (collectively, the “SIPP Parties”) from any and all liability that may arise in connection with your membership in SIPP. The SIPP Parties will not be liable for any damages (including direct, indirect, consequential, special, punitive or other types of damages) or losses (including loss of savings, loss of profits, revenues, data, content, business or goodwill) arising out of your membership in SIPP or any activities engaged in by the Member with or related to SIPP. These include but are not limited to damages or injury caused by error, omission, failure or performance.

10. General Provisions (a) This Agreement will be interpreted in accordance with the laws of the Province of British Columbia and the applicable laws of Canada. (b) In the event of any contradiction between this Agreement and Sipp’s Bylaws, the Bylaws will govern. (c) Each provision of this Agreement must be interpreted in a way that is legally valid. If a court determines that any provision is invalid, the rest of the Agreement will remain in full effect. (d) A SIPP Membership is not transferable or assignable and is personal to the organization named in this Agreement. (e) Any provision of this Agreement that contemplates performance or observance subsequent to termination or expiration of this Agreement or the Member’s SIPP membership will survive such termination or expiration and continue in full force and effect.