This preliminary presentation (“Presentation”) has been prepared by the issuer (the “Issuer”), and is being delivered on the CPGO Network to the recipient (the “Recipient”) on behalf of the Issuer for consideration by Recipient.
The CPGO Network is an affiliate of Castle Placement, LLC (CPGO Network and Castle Placement, LLC, collectively, “Castle”). Recipient will rely on Issuer that, if required, transactions will: i) be done in accordance with Rule 506(c) of Regulation D of the Securities Act of 1933 with respect to exemption from registration, and reasonable efforts will be taken to verify that investors are accredited; and/or ii) comply with all other applicable federal, state and foreign securities or blue sky laws, rules, regulations, and registration requirements in connection with the offering and sale of securities. Recipient will be able to rely on Issuer with respect to blue sky matters, and for updating, amending and supplementing legal documents as required by applicable laws. Recipient will rely solely on the accuracy and completeness of information provided by Issuer, can Castle will not assume any responsibility for investigation or independent verification, whether or not Castle reviews it. Castle utilizes general solicitation of investors. If required, Issuer must rely on Rule 506(c) of Regulation D of the Securities Act of 1933 for its exemption from registration, and take reasonable efforts to verify that investors are accredited. Castle’s fee will not be impacted by whether or not any investors show interest in Issuer, or if any transaction with Issuer closes.
Castle shall have no responsibility to, or any liability with respect to, Issuer whatsoever. Castle will NOT: i) be involved with, or responsible for, communications between Issuer and investors; ii) participate in any follow-up, negotiations, documentation, or structuring related to transactions; iii) be responsible for the contents of investor presentation materials; iv) be responsible for any due diligence or financial information regarding the Issuer; v) provide any advice, endorsement, analysis or recommendation about the merits of securities; vi) receive compensation that is contingent on the outcome or completion of any securities transaction; vii) have any role in effecting securities trades, or receive, transfer or hold any investor funds or securities; viii) be responsible for compliance with applicable laws, rules, regulations, and registration requirements for all offers and sales of securities; ix) be responsible for verifying that investors are accredited, closing, or the performance of the investment.
This Presentation and the information contained herein is CONFIDENTIAL and shall be kept confidential. By accepting this Presentation, the Recipient agrees it will not copy or distribute this Presentation, in whole or in part, at any time without Issuer’s prior consent. Delivery of this presentation to anyone other than the Recipient is unauthorized and any reproduction of this preliminary Presentation, in whole or in part, or any attempt to divulge its contents, in whole or in part, without the prior written consent of the Issuer is prohibited. This Presentation is intended only for Qualified Institutional Investors and individual Accredited Investors as defined by all state and federal securities laws, the Securities Act of 1933 and Rule 501 of Regulation D. Castle does not provide legal, investment, accounting, regulatory or tax advice. As such, it should not be used as a substitute for consultation with professional legal, investment, accounting, regulatory, tax, or other competent advisors. This Presentation has been prepared solely for the purpose of providing a preliminary introduction to the opportunity described in the Presentation to assist a limited number of parties in deciding whether they wish to proceed with a further review of this opportunity. Information contained herein has been obtained from management of the Issuer and other sources which are deemed reliable, but no representations or warranties are made by Issuer or any of its respective affiliates, employees or representatives as to the accuracy or completeness of such information or any other information (whether written or oral) made available in connection with any investigation of Issuer. Neither Castle nor Issuer has independently verified any of the information set forth in this Presentation. Only those particular representations and warranties which may be made in a definitive agreement when, as and if it is executed, and subject to such limitations and restriction as may be specified in the definitive agreement, will have any legal effect. This Presentation does not constitute an offer or solicitation to sell or purchase any securities. The information contained in this Presentation does not purport to contain all of the information that a prospective purchaser may desire. In all cases, interested parties should conduct their own investigation and analysis of Issuer and the information contained herein. The information contained in this Presentation is not to be used for any other purpose. Except as otherwise expressly indicated, this Presentation speaks as of the date hereof. Neither Issuer nor Castle undertakes any obligation to update the information contained herein, correct any inaccuracies that may become apparent or provide the recipient with access to any additional evaluation material. The delivery of this Presentation does not imply that there has been no change in Issuer’s affairs after the date hereof. This Presentation is not a prospectus, disclosure document or offering document, and does not constitute an offer or invitation to apply for securities under any law. In particular, this Presentation shall not form the basis of or be relied on in connection with any contract or commitment whatsoever. This Presentation includes certain forward looking statements, estimates and projections provided by the Issuer with respect to its anticipated future performance. Such statements, estimates and projections reflect various assumptions and judgments by the Issuer concerning anticipated results, which assumptions are inherently uncertain and may or may not prove to be correct. No representations or warranties are made as to the accuracy of such statements, estimates or projections. Nothing contained herein should be relied on as a promise or representation as to Issuer’s future performance. In addition to forward looking statements, this presentation contains information and statistics relating to Issuer’s industry and related industries. Such information and data was derived from third party and other sources that it believes to be reliable, but without independent verification. Financial information contained herein has been provided by the Issuer. Neither the Issuer nor Castle warrants or guarantees this information, nor makes any representations as to the accuracy of the information. Recipient must verify this information independently, and represents that it has not relied on the Issuer or Castle with respect thereto. Issuer and Castle and their respective affiliates, employees and representatives expressly disclaim any and all liability relating to or resulting from the use of this Presentation or any errors therein or omissions therefrom, or in any other written or oral communication transmitted or made available to interested parties. Issuer reserves the right to require the return of this Presentation at any time. Under no circumstances should the Issuer or any of its employees, agents, owners, officers, directors, or members be contacted directly. Issuer reserves the right to (1) negotiate with one or more prospective buyers at any time and to enter into a definitive agreement with respect to itself and the Issuer without prior notice to the recipient or other prospective purchasers, (2) terminate further participation in the investigation and proposal process by any party, and (3) modify the procedures relating to this process without assigning any reason therefor. This Presentation is not a research report under U.S. law, not a research department product and is intended only for sophisticated investors/clients. Some or all of this Presentation may have been prepared by, and is a product of, a group that may support underwriting, sales, trading or investment banking activities, and Issuer does not hold it out as impartial in relation to such activities.