INVESTOR AGREEMENT

This INVESTOR AGREEMENT (the Agreement) is made this ____ day

of____________, 20___ by and among WED 3, INC., a North Carolina corporation (the
Sponsor) and ______________________________, a/an
_____________________________________(the Investor).
RECITALS:
WHEREAS, Sponsor provides a forum where entrepreneurs that seek to obtain
financing (each, a Capital Seeker and, collectively, Capital Seekers) and potential
investors, such as the Investor, might make initial contact with each other; and
WHEREAS, Investor and Sponsor agree that the terms and conditions outlined
herein will govern the terms by which Investor will participate in investment-related
activities and events involving Capital Seekers that are organized by Sponsor.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, and for good and otherwise valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.
Subject to the terms and conditions outlined herein, including without
limitation, payment of Investor Dues (as defined below), Sponsor will, from time to time,
organize and host one or more pre-scheduled meetings at local venues in Charlotte, North
Carolina, or elsewhere, at which Sponsor will introduce to Investor one or more Capital
Seekers (each, an Event and, collectively, the Events). At the Events, it is
anticipated that Capital Seekers will make one or more business or investment
presentations to Investor and other potential investors attending the Events.
2.
Investor hereby agrees and acknowledges that Sponsor shall not endorse,
recommend, induce, or otherwise promote any prospective equity or other investment by
Investor in any Capital Seeker or in any investment proposed by any Capital Seeker.
Investor agrees that Sponsor is only providing access for Investor to prospective Capital
Seekers, and acknowledges that Sponsor (i) will have little to no knowledge of the
Capital Seekers or their respective businesses, (ii) has no duty, and will not assume any
duty, to secure any investment for Investor in any Capital Seeker or in any investment
proposed by any Capital Seeker and (iii) has no duty, and will not assume any duty, to
engage in or otherwise conduct any negotiations with any Capital Seeker on behalf of
Investor, or to engage in or otherwise conduct any due diligence examination of any
Capital Seeker or of any investment proposed by any Capital Seeker. Sponsor strongly
advises Investor, and Investor hereby acknowledges such advice, to retain Investors own
professional business, tax, legal, and accounting advisors in deciding whether to make an
equity or other investment in a prospective Capital Seeker or in any investment proposed
by any Capital Seeker. In making any such decision, Investor agrees to rely solely on

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such advisors and on Investors own due diligence investigation of a prospective Capital
Seeker or of any investment proposed by any Capital Seeker.
3.
As a condition to Sponsor permitting Investor to attend Events and
introducing Investor to prospective Capital Seekers, Investor hereby covenants and
agrees as follows: (i) Investor shall pay annual participation dues in an amount to be
requested by Sponsor (the Investor Dues). Sponsor shall bill Investor Dues to Investor
on an annual basis and Investor agrees to promptly pay such Investor Dues within 30
days of the date Investor receives a written invoice from Sponsor for Investor Dues; (ii)
Investor shall, within fifteen (15) days after the date hereof and on an annual basis after
the date hereof at the request of Sponsor, submit to Sponsor a signed and completed
investor questionnaire in the form of Exhibit A hereto or in such other form as Sponsor
shall from time to time prescribe (the Investor Questionnaire); and (iii) Investor shall
comply fully in all regards with any rules or other requirements imposed by Sponsor on
Investors attendance at and involvement in Events.
4.

Investor hereby represents and warrants to Sponsor as follows:

(a)
Investor qualifies, and at each Event attended by Investor will be
qualified, under at least one of the following categories of accredited investor, as such
term is defined under Rule 501 of Regulation D of the Securities Act of 1933, as
amended;

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(1)

An organization described in Section 501(c)(3) of the Internal

Revenue Code, corporation, Massachusetts or similar business
trust, or partnership, not formed for the specific purpose of
acquiring any securities offered by Capital Seekers, with total
assets in excess of $5,000,000;

(2)

A natural person whose individual net worth, or joint net worth

with that persons spouse, at the time of purchase exceeds
$1,000,000;

(3)

A natural person who had an individual income in excess of

$200,000 in each of the two most recent years or joint income with
that person=s spouse in excess of $300,000 in each of those years
and has a reasonable expectation of reaching the same income
level in the current year;

(4)

A trust with total assets in excess of $5,000,000, not formed for the
specific purpose of acquiring any securities offered by Capital
Seekers, whose purchase is directed by a sophisticated person as
described in Rule 506(b)(2)(ii) under the Securities Act of 1933; or

(5)

An entity in which all of the equity owners are accredited

investors.

(b)
Investor has substantial experience in evaluating and investing in
companies or investments similar to the Capital Seekers or the proposed investments
sought by them, so that Investor is capable of evaluating the merits and risks of such
investments. Investor, by reason of its business, financial and investment experience, has
the capacity to protect its own interests in connection with the potential investments in
Capital Seekers.
(c)
Investor fully understands and acknowledges that such investments
are likely to be highly speculative and highly illiquid, that Investor could sustain a
complete loss of any such investments, and that Investor will have to bear the economic
risks of such investments for an indefinite period of time.
5.
Either party hereto may terminate this Agreement upon at least ten (10)
days prior written notice. Termination of this Agreement shall relieve the parties of any
further liabilities or obligations hereunder, except for liabilities or obligations accrued
prior to such termination.
6.
(a)
Sponsor and Investor hereby agree that Sponsor shall have no
liability whatsoever under this Agreement, or otherwise, for any loss of capital or
investments made by Investor in any Capital Seeker or in any investment proposed by
any Capital Seeker, and Investor hereby unconditionally waives any and all rights it may
now or in the future have against Sponsor and its successors, and their respective officers,
directors, agents, attorneys, employees, and affiliates from and against any and all claims,
liabilities, demands, causes of action, attorneys fees, damages, or obligations of every
kind and nature, whether known or unknown, arising at any time out of or based upon (i)
any actions or omissions of Sponsor under this Agreement, or otherwise, and (ii) any
losses or damages incurred by Investor as a result of, or in connection with, Investors
involvement in or attendance at any Events, subsequent meetings or negotiations with
any Capital Seeker, or as a result of or in connection with any investment made by
Investor in any Capital Seeker or in any investment proposed by any Capital Seeker.
(b)
Investor agrees to indemnify, defend and hold harmless Sponsor
from and against any and all claims, liabilities, demands, causes of action, attorneys fees,
damages, or obligations of every kind and nature, whether they are known or now
unknown, including, but not limited to, amounts paid in satisfaction of judgments, in
compromise as fines and penalties and expenses incurred by Sponsor in connection with
the defense or disposition of any action, suit or other proceeding, or any claim,
whether civil or criminal, before any court or administrative or legislative body, related
to or arising at any time out of or based upon (i) any actions or omissions of Investor
under this Agreement or otherwise, (ii) any involvement by Investor in or attendance by
Investor at any Events, subsequent meetings, discussions or negotiations with any Capital
Seekers, or any investment made by Investor in any Capital Seeker or in any investment
proposed by any Capital Seeker or (iii) any breach by Investor of any representations,
warranties, conditions or covenants hereunder.
7.
This Agreement shall be binding on and shall inure to the benefit of the
parties hereto and their respective heirs, administrators, successors, and assigns. This

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Agreement shall be governed by the substantive laws of the State of North Carolina,
without regard to the principles of the conflict of laws or the choice of laws. This
Agreement constitutes the entire understanding of the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements between the parties hereto
(whether written or oral) and is intended as a final expression of their mutual
understanding. This Agreement shall not be modified or amended except in writing
signed by the each of the parties hereto and specifically referring to this Agreement. This
Agreement may be executed in any number of counterpart signature pages (including
facsimile counterpart signature pages), each of which shall be deemed an original, and all
of which, when taken together, shall constitute one and the same instrument.
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[Signature page follows]

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[Signature page to Investor Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the year and date first written above.

INVESTOR (If an Individual):

_________________________________________,
individually
Name (print): ______________________________

INVESTOR (If an Entity):

_________________________________________
By: ______________________________________
Name (print): ______________________________
Title: _____________________________________

SPONSOR:
WED 3, Inc., a North Carolina
corporation
By: ______________________________________
Name (print): ___________________________
Title: __________________________________

CLT 923033v3