Transaction License Information

Is this a PIPE Transaction or Registered Direct Offering?

PIPE Transaction Registered Direct Offering

No Financial Intermediary
Please check this box to confirm that no Financial Intermediary is engaged for this transaction and no fee is otherwise payable to a Financial Intermediary: )

(Please contact us if you wish to request a license for a transaction which involves a Financial Intermediary.)

Terms and Conditions

Transaction License Terms and Conditions
BY INDICATING YOUR AGREEMENT BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT SET FORTH BELOW (THIS “AGREEMENT”), THAT YOU UNDERSTAND IT, AND THAT YOU AGREE ON BEHALF OF YOURSELF AND YOUR ORGANIZATION (COLLECTIVELY, “LICENSEE”) TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU REPRESENT THAT YOU HAVE AUTHORITY TO ACT ON BEHALF OF YOUR ORGANIZATION IN CONNECTION WITH THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT BELOW, PROMPTLY EXIT THIS PAGE WITHOUT STARTING A TRANSACTION OR OTHERWISE USING PIPEFUND’S DOCUMENTS IN CONNECTION WITH THE CONTEMPLATED TRANSACTION. CERTAIN DEFINED TERMS. Initially capitalized terms used herein and not otherwise defined shall have the following meanings: “FINRA” means the Financial Industry Regulatory Authority. “Financial Intermediary” means any member or affiliate of FINRA or any other person or entity that is paid a fee in connection with the PipeFund Transaction. “Investor” means an individual or entity which purchases or agrees to purchase securities in one or more PipeFund Transactions. “Issuer” means an entity which issues or proposes to issue securities in one or more PipeFund Transactions. “PipeFund” means PipeFund Services Organization, LLC, a Delaware limited liability company. “PipeFund Documents” means collectively PipeFund’s proprietary documents, available and accessible at www.pipefund.com, for use in PipeFund Transactions, including (a) standard transaction documents (“PST Documents”) intended to be incorporated by reference into Transaction Documents for PipeFund Transactions, and (b) form or template documents for use in preparing such Transaction Documents which incorporate by reference the terms, conditions and definitions contained in PST Documents (“PipeFund Forms”). “PipeFund Transaction” means the offer and sale of an issuer’s common stock (and/or securities directly or indirectly convertible, exercisable and/or exchangeable into or for common stock), which common stock is registered under the Securities Exchange Act of 1934, as amended, or otherwise publicly traded or contemplated to be publicly traded, in a transaction either exempt from the registration requirements of the Securities Act of 1933, as amended, or pursuant to a prospectus contained in a registration statement filed under such Act, in any case which transaction utilizes the PipeFund Documents. “Transaction Documents” means, with respect to any PipeFund Transaction, all transaction documents in connection with the transaction, including without limitation the securities purchase agreement relating to the purchase and sale of securities entered into between an issuer of securities and investor(s). “User” means any Issuer or Investor or any individual acting as a representative of an Issuer or Investor or legal counsel in a PipeFund Transaction. GENERAL TERMS AND CONDITIONS INCORPORATED. Licensee, on behalf of itself and each User participating in the Registered Transaction (as defined below), hereby accepts and agrees to be bound by PipeFund’s current Terms and Conditions set forth at http://www.pipefund.com/about/legal, which is incorporated herein by reference in its entirety. LICENSE. In consideration for, and effective upon receipt of, payment of the fees set forth below, PipeFund grants to Licensee (and each User participating in the Registered Transaction) a nonexclusive, nontransferable, limited license to copy and use (including incorporation by reference) the PipeFund Documents (including the PST Documents and PipeFund Forms and including filing thereof with the U.S. Securities and Exchange Commission or other applicable regulatory authority), solely in connection that one (1) certain PipeFund Transaction which is currently being registered by Licensee with PipeFund pursuant to which this license agreement is being executed (the “Registered Transaction”), whether or not the Registered Transaction is actually consummated or funded, provided that in such Registered Transaction no Financial Intermediary is engaged and no fee is otherwise payable to a Financial Intermediary. The PipeFund Documents may be used only for these purposes and within the context of the Registered Transaction. The license granted herein shall terminate upon the date which is six (6) months following such grant if the Registered Transaction has not been consummated by such date. OWNERSHIP OF COPYRIGHT; THIRD PARTY BENEFICIARY. Licensee acknowledges that PipeFund’s rights in and to the PipeFund Documents are pursuant to a limited license from RPITL, LLC, which is the sole owner thereof. Licensee acknowledges that RPITL, LLC is a third party beneficiary of all of the rights of PipeFund provided for herein with the right to enforce such rights in its own name or in the name of PipeFund in its sole discretion. FEES. Licensee agrees, on behalf of itself and each other User participating in the Registered Transaction, to promptly pay all applicable fees and charges in the amounts and in accordance with the “Fees and Pricing” webpage of PipeFund.com available at http://www.pipefund.com/pricing which is incorporated herein by reference and made a part hereof. To the extent any such fees and charges are not paid promptly following the due date therefor, Licensee hereby authorizes PipeFund to charge such unpaid fees and charges on any credit card provided upon initiation and acceptance of the Registered Transaction. In the event Licensee fails to pay any amount when due, after written notice and a thirty (30) day opportunity to cure, in addition to any other remedies PipeFund may have hereunder or at law or in equity, PipeFund shall be permitted to charge interest on all unpaid amounts at the rate of one percent (1%) per month accruing as of the due date for such amounts. In addition, in the event of any unauthorized use or other infringement of the PipeFund Documents violators may be subject to damages of up to $150,000 plus costs and attorneys fees under the U.S. Copyright Act. LIQUIDATED DAMAGES. In the event that Licensee violates the terms of this license by utilizing the PipeFund Documents in connection with a PipeFund Transaction in which a Financial Intermediary is engaged or a fee is otherwise payable to a Financial Intermediary, Licensee agrees and acknowledges that PipeFund will suffer damages in an amount that is not currently ascertainable and that may be difficult to measure. In the event of such a violation, as liquidated damages and not as a penalty, PipeFund shall be entitled to receive from the Licensee an amount equal to four (4.0%) percent of the gross proceeds raised in the PipeFund Transaction, payable immediately upon written demand of PipeFund. Notwithstanding the foregoing, PipeFund reserves the right to seek injunctive or other equitable relief in connection with any breach or threatened breach of this Agreement. LEGAL DOCUMENTS. The PipeFund Documents have important legal consequences, and all Transaction Documents utilizing any PipeFund Documents should be prepared and executed under the supervision of an attorney. It is the ultimate responsibility of the legal counsel for each of the Issuer and the Investor(s) in the Registered Transaction to determine their legal sufficiency for the use intended with or without change. PipeFund is not rendering any legal advice in connection with the PipeFund Documents. PipeFund shall not be liable for any loss or damage however caused by use of the PipeFund Documents with or without the advice of an attorney. DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY. Licensee’s use of the PipeFund Documents, and the obligations and liabilities of PipeFund in respect of Licensee’s and other Users’ use of the PipeFund Documents, is expressly limited as follows: a. CONDUCT OF USERS. PipeFund assumes no responsibility for the activities or conduct of Users of the PipeFund Documents. b. DISCLAIMER OF WARRANTIES. THE PIPEFUND DOCUMENTS ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY WHATSOEVER. PIPEFUND DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. c. LIMITATION OF LIABILITY. IN NO EVENT SHALL PIPEFUND BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST OPPORTUNITY OR BUSINESS INTERRUPTION, RESULTING FROM THE USE OF OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, THE PIPEFUND DOCUMENTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PIPEFUND IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THIS PARAGRAPH MAY NOT APPLY TO LICENSEE. IF THE LIMITATIONS SET FORTH IN THIS SECTION ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE MAXIMUM LIABILITY OF PIPEFUND TO LICENSEE FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO US$100.00. d. INDEMNIFICATION. Licensee agrees to indemnify, defend and hold harmless PipeFund from and against any and all liability, claims, causes of actions, damages, costs and expenses, including but not limited to attorneys fees and costs of suit, arising out of Licensee’s breach of this Agreement and/or the agreements referenced herein. NO ASSIGNMENT. Licensee may not assign its rights or delegate its obligations under this Agreement. TERMINATION. Without prejudice to any other rights, PipeFund may terminate any permissions to use the PipeFund Documents if Licensee fails to comply with the terms and conditions hereof. JURISDICTION AND VENUE. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York, without regard to the conflict of laws principles thereof. Each of PipeFund and Licensee: (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby will be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection which it may have to the venue of any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of PipeFund and Licensee further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon Licensee mailed by certified mail to Licensee’s address will be deemed in every respect effective service of process upon Licensee, in any such suit, action or proceeding, and service of process upon PipeFund mailed by certified mail to PipeFund’s address will be deemed in every respect effective service process upon PipeFund, in any such suit, action or proceeding. PipeFund and Licensee acknowledge and agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to the subject matters hereof. All prior agreements, understandings, negotiations or representations, whether oral or in writing, relating to the subject matter hereof are superseded and canceled in their entirety. INVALIDITY OF ANY PROVISION. If any provision hereof is adjudged to be invalid, void or unenforceable, the parties agree that the remaining provisions hereof will not be affected thereby, that the provision in question may be replaced by a lawful provision that most nearly embodies the original intention of the parties and that this Agreement will in any event remain valid and enforceable. BY CLICKING “I AGREE” BELOW, LICENSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT, AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS, AND THAT THIS IS THE EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE AND PIPEFUND REGARDING THE LICENSE IN CONNECTION WITH THE REGISTERED TRANSACTION. Transaction License Terms and Conditions v.11-10

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