CONSENTS

The Online Services Agreement, other online agreements, and our Web Site include important disclosures and regulatory information that are associated with the NYPPEX Services. From time to time, NYPPEX may ask you to review other important disclosures or agreements about a NYPPEX Service.

When you click “Continue”, “Submit”, “I Agree” or similar words as we may provide on any of these agreements, you will be consenting to their terms and conditions and you will also be providing your electronic signature that will affirm:

	You understand and intend that the Online Services Agreement is a legally binding agreement and the equivalent of a signed, written contract;
	You will use all NYPPEX Services, and our Web sites generally, in a manner consistent with applicable laws and regulations and in accordance with the terms and conditions of the Online Services Agreement and any other applicable rules, guidelines or other conditions that govern the use of a particular NYPPEX Service as they may be amended by NYPPEX from time to time; and
	You understand, accept, and have received the Online Services Agreement and its terms and conditions, and acknowledge and demonstrate that you can access the Online Services Agreement.

If you do not agree with the terms and conditions in the Online Services Agreement, please select “Cancel” and cease any use of the Web Site.

You should be aware, however, that the use of any NYPPEX Service, including our Web site, is subject to the terms and conditions of the Online Services Agreement. Please carefully review the following terms and conditions.

SCOPE OF THE NYPPEX SERVICES

NYPPEX, LLC (“NYPPEX”, “we” or “us”) operates the NYPPEX Services, either alone or in conjunction with its affiliates, agents and partners. The Online Services Agreement applies to NYPPEX's web sites, other electronic channels as described below, and electronic content, services and tools. This includes investment tools, and other services or forums, as well as any features or content we may add in the future. We refer to all of the above as “NYPPEX Services.” This Agreement applies to all NYPPEX Services regardless of the means by which you access such NYPPEX Services. NYPPEX Services may be offered on the NYPPEX.com domain as well as on other Internet domains operated by our agents or alliance partners. In addition, NYPPEX Services may be available through other computer, telephonic, e-mail or wireless services or systems, and any other computer, telephonic or wireless service or information system NYPPEX makes available to you, including successors to the systems described above.

We may also ask you to follow additional rules, guidelines or other conditions that govern the use of a particular NYPPEX Service (“Rules and Guidelines”) at the time you register for or use that NYPPEX Service. The Online Services Agreement incorporates by reference the Rules and Guidelines of any NYPPEX Service for which you register.

OTHER AGREEMENTS OR DISCLOSURES

NYPPEX may revise the Online Services Agreement at any time, and you agree to be bound by future revisions. It is your responsibility to visit the Terms of Use link at the bottom of the NYPPEX.com home page periodically to review the most current terms and conditions. If you have an account with NYPPEX, your customer relationship with NYPPEX is also governed by your account agreements. If there is any conflict between (1) the Online Services Agreement and (2) your account agreements, then your account agreements will govern. NYPPEX may also offer other services from time to time that are governed by different or additional terms and conditions. NYPPEX Services are subject to any disclosures or disclaimers found within the NYPPEX Services.

REGISTRATION INFORMATION, PRIVACY AND PERSONALIZATION

When you register for a NYPPEX Service, we may ask you to give us certain identifying information (“Registration”). You agree to provide true, accurate, current and complete information about yourself. You also agree not to impersonate any person or entity, misrepresent any affiliation with another person, entity or association, use false headers or otherwise conceal your identity from NYPPEX for any purpose. We agree to treat with care the information you entrust to us, in accordance with the disclosures we give during the Registration process and in our Privacy Policy.

For your protection and the protection of our other customers and Web Site users, we ask you not to share your Registration information (including passwords, User Names, and screen names) with any other person for the purpose of facilitating their access and unauthorized use of NYPPEX Services. You alone are responsible for all transactions initiated, messages posted, statements made, or acts or omissions that occur within any NYPPEX Service through the use of your Registration information.

NYPPEX may offer you the opportunity to personalize a NYPPEX Service or your online experience. While certain personalization features can provide a more convenient way to access the data and features most relevant to you, be aware that “cookies” and other similar identification techniques are used to associate you with the computer or electronic device that you are using. For more information about these techniques, see “About Cookies.” If you access NYPPEX from a public location or if you otherwise share a computer or electronic device, some personalization features could reveal non-public personal information about you to others. You alone are responsible for deciding whether a particular personalization feature is appropriate for you and for any consequences that result from your decision.

UNAUTHORIZED USE OF YOUR REGISTRATION

If you believe that someone has used your Registration information to access any NYPPEX Service without your authorization, please call NYPPEX immediately at 203-422-5000 x200 or by email at inquiries@nyppex.com.

NYPPEX'S LICENSE TO YOU

NYPPEX grants you a single, non-exclusive, non-transferable and limited personal license to access and use the NYPPEX Services. This license is conditioned on your continued compliance with the terms and conditions in the Online Services Agreement.

This site and any portion hereof may not be reproduced, duplicated, copied, downloaded, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of “NYPPEX”. You may not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout and form) of NYPPEX and/or its affiliates without the express written consent of NYPPEX. You may not use any meta tags or any other “hidden text” utilizing NYPPEX's name or Marks without the express written consent of “NYPPEX”. Any unauthorized use terminates the license granted by NYPPEX.

YOUR LICENSE TO NYPPEX

Unless otherwise indicated for a particular NYPPEX Service, any communications or material of any kind that you e-mail, post or otherwise transmit through the NYPPEX Services, including data, questions, comments, or suggestions (your “Communications”) will be treated as non-confidential and non-proprietary. You hereby grant a license to NYPPEX to reproduce, disclose, transmit, publish, broadcast, or post your Communications either on the NYPPEX Web site or elsewhere with no liability or obligation to you. NYPPEX is free to use any ideas, concepts, know-how, or techniques contained in your Communications for any purpose including, but not limited to, developing and marketing products using such information.

USE OF THIRD PARTY SERVICE PROVIDERS

NYPPEX may use third party service providers to assist in providing certain NYPPEX Services with or without notice to you (each, a “Third Party Service Provider”). NYPPEX may also change Third Party Service Providers or may itself provide a NYPPEX Service without the assistance of such third party. You consent and authorize NYPPEX to delegate the authorizations you provide to NYPPEX to its Third Party Service Provider(s) as NYPPEX deems necessary or desirable to provide the applicable NYPPEX Service to you. You agree that the terms and conditions of the Online Services Agreement, including any of the other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement, inure to the benefit of such Third Party Service Providers and such Third Party Service Providers are deemed to be third party beneficiaries of the Online Services Agreement, including any other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement. You also agree that all references to “NYPPEX” within the Online Services Agreement and any incorporated terms are also deemed to include, where applicable, NYPPEX's agents, such as the Third Party Service Providers.

To protect the privacy and security of your personal information, Third Party Service Providers will only be authorized to use or maintain your personal information only in accordance with NYPPEX's privacy policy.

NOTICES, COMMUNICATIONS, AND ELECTRONIC SIGNATURES

You agree to accept all communications from us regarding use of the NYPPEX Services at the addresses you provide during Registration. Please promptly update any changes to your registration information by emailing us at inquiries@nyppex.com. NYPPEX is entitled to rely on the e-mail address and mail address that you last provided to us. You agree to waive all claims resulting from failure to receive communications because of changes in your e-mail or mail address. From time-to-time we would like to send you information about NYPPEX products and services. If you register for a NYPPEX Service, you are granting NYPPEX permission to communicate with you by e-mail. You can opt not to receive such information from us in the future by following the instructions in any e-mail that we send to you.

You agree to be bound by any affirmation, assent or agreement you transmit through the NYPPEX Services you access by computer or other electronic device, including internet, telephonic and wireless devices, including but not limited to any consent you give to receive communications from us solely through electronic transmission. You agree that, when in the future you click on a “Submit” or “I agree” or other similarly worded “button” or entry field with your mouse, keystroke or other device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.

USE OF NYPPEX SERVICES

The following requirements apply to your use of all NYPPEX Services:

You will not use any electronic communication feature of a NYPPEX Service for any purpose that is unlawful, tortuous, abusive, and intrusive on another's privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening or hateful. You will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights. You will not collect or store personal data about other users. You will not use any NYPPEX Service for any commercial purpose not expressly approved by NYPPEX in writing. You will not upload, post, e-mail or otherwise transmit any advertising or promotional materials, including without limitation, “junk mail,” “surveys,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or unauthorized communication. You will not upload, post, e-mail or otherwise transmit any material that contains viruses or any other computer code, files or programs which might interrupt, limit or interfere with the functionality of any computer software or hardware or telecommunications equipment.

MARKET INFORMATION

We may make available to you through one or more NYPPEX Services a broad range of financial information that we obtain from Third Party Service Providers or us. This includes financial market data, quotes, news, analyst opinions, and research reports. Collectively, we refer to this as “Market Information.” NYPPEX does not endorse or approve Market Information, and we make it available to you only as a service and convenience. NYPPEX and our Third Party Service Providers do not (1) guarantee the accuracy, timeliness, completeness or correct sequencing of Market Information, or (2) warrant any results from your use or reliance on Market Information. Market Information may quickly become unreliable for various reasons including, for example, changes in market conditions or economic circumstances. Neither NYPPEX nor the Third Party Service Providers are obligated to update any information or opinions contained in any Market Information, and we may discontinue offering Market Information at any time without notice. You agree that neither NYPPEX nor the Third Party Service Providers will be liable to you in any way for the termination, interruption, delay, or inaccuracy of any Market Information. You will not redistribute or facilitate the redistribution of Market Information, nor will you provide access to Market Information to anyone who is not authorized by NYPPEX to receive Market Information. If you are a securities broker, dealer, banker, or investment advisor, you agree not to use Market Information provided by NYPPEX for any purpose related to your business. Market Information may be incomplete or condensed and is subject to change without notice.

NO INVESTMENT ADVICE OR DUE DILIGENCE PERFORMED

The NYPPEX Services and content (including Market Information) are for information, education, and entertainment purposes only. Although NYPPEX Services may provide information relating to investment approaches and opportunities to buy or sell securities, you should not construe any Market Information, features, tools or other content available through any NYPPEX Service as legal, tax, investment, financial, or other advice. Nothing contained in any NYPPEX Service or any other content on our Web site constitutes a solicitation, recommendation, endorsement, or offer by NYPPEX or a Third Party Service Provider to buy or sell any securities or other financial instruments.

NYPPEX has performed no due diligence on any seller, buyer, securities or issuer. Counterparties to a trade shall be solely responsible to verify information regarding the security about to be bought or sold by directly requesting verification of information from the issuer prior to settlement. NYPPEX is not a fiduciary to any party. NYPPEX’s role is to match buy orders with sell orders without regard to other considerations. You alone assume the sole responsibility of evaluating the merits and risks associated with the use of any NYPPEX Service before making any decisions based on Market Information or content contained in a NYPPEX Service. In exchange for using NYPPEX Services, you agree not to hold NYPPEX or any Third Party Service Provider liable for any possible claim for damages arising from any decision you make based on information made available to you through any NYPPEX Service.

NO SOLICITATION

Nothing contained at NYPPEX is a solicitation of (i) any buy or sell transaction in any securities or (ii) service(s) in any jurisdiction where the offer or sale is not qualified or exempt from regulation. Sales and offers to sell may be made only by the issuer's private placement memorandum (“PPM”) or prospectus and only in jurisdictions where permissible.

You assume full responsibility for all conclusions you derive from any information at NYPPEX, and neither we nor our agents shall have any liability with respect thereto. The foregoing applies to all forms of such information, including the issuer's PPM or prospectus, research reports or analysis, and investment-related information, whether accessed from us, through our website, by reviewing a non-electronic copy, or verbally communicated, and whether such information is prepared by NYPPEX or a third party.

Securities mentioned at NYPPEX may not be suitable for all investors. We provide such information without regard to your investment objectives or financial circumstances and we do not represent that this information is appropriate to your situation. You must review this information with due regard for your personal circumstances and evaluate the information independently, or with advice from your professional advisors. Our furnishing to you of this information is not an expression of our endorsement, recommendation, advice or judgment as to the quality, soundness and/or and appropriateness of either the Information, or the parties that have prepared it. You must determine if this information is appropriate for you.

Although we may furnish information either verbally or in writing, such information is subject to the disclosures in the issuer's private placement memorandum or prospectus, and you agree to make your independent purchase decision only based on the issuer's private placement memorandum or prospectus and without reliance on our Information.

NYPPEX hereby expressly disclaims any and all warranties, guaranties, conditions, covenants, and representations relating to this information, whether express or implied (in law or in fact), oral or written, or from a course of dealing or usage of trade. Information is provided with all faults and the entire risk as to satisfactory quality, performance, and accuracy regarding the information is with you. NYPPEX shall not have any responsibility and/or liability for any loss, cost, claim or damage (including but not limited to direct, indirect, or consequential damages or lost profits) arising out of or otherwise relating to your access to any of this information, any use thereof or any omission or failure of any of this Information and its content. NYPPEX, its affiliated companies and their respective employees, contractors, and agents may have positions and/or engage in transactions in the security(s) referred to herein during such period while you are evaluating, selling, or buying such security(s); and such positions or transactions may be adverse to your objectives.

DISCLOSURE OF POTENTIAL RELATIONSHIPS

NYPPEX and/or its employees or directors as well as its affiliates, consultants and Third Party Service Providers may have clients with positions in securities or companies referenced in Market Information and may, as principal or agent, buy from or sell to customers. From time to time, NYPPEX may perform investment banking or other services for, or solicit such services from, companies mentioned in Market Information. From time to time, NYPPEX or a Third Party Service Provider may be unable to provide Market Information with respect to certain companies with which NYPPEX or the Third Party Service Provider or their affiliates have certain business relationships.

We may receive compensation from a trade counterparty or the issuer of the security(s) for serving in the capacity of broker/dealer, advisor, board member, or in other similar positions. Any use, disclosure, or distribution of any part of this information is a violation of this Agreement and is strictly prohibited.

When securities are offered, it is through NYPPEX, LLC, member NASD, SIPC.

DISCLOSURE OF POTENTIAL CONFLICTS OF INTEREST

When a customer enters a buy order or sell order to NYPPEX, the customer is agreeing to accept certain risks of all potential conflicts of interest including but not limited to NYPPEX and its affiliated funds and companies (the “Affiliates”). NYPPEX will disclose to a customer when an Affiliate is acting as the counterparty to a prospective trade, and the customer shall have 48 hours to provide written notice to NYPPEX to not accept such trade (by email at inquiries@nyppex.com).

Lack of a customer’s written notice within 48 hours of NYPPEX’s notice to customer that an Affiliate is the counterparty, such shall constitute acceptance of the trade by the customer, and the customer waives any right to dispute the trade thereafter for any reason. For such affiliated transactions, you agree that NYPPEX and its Affiliates may earn their customary fees, commissions and profits as solely determined by such parties. NYPPEX believes it is in the long-term best interests of its customers, shareholders, and employees to sponsor certain Affiliates and attempt to make available a comprehensive menu of private liquidity services and private offerings, to help develop a more efficient and orderly private market.

SECURITY OF DATA TRANSMISSIONS AND STORAGE

Electronic (including wired and wireless) communications through the NYPPEX Services may not be encrypted. You acknowledge that there is a risk that data, including e-mail, electronic and wireless communications and personal data, may be accessed by unauthorized third parties when communicated between you and NYPPEX or between you and other parties.

USE OF ACCESS DEVICES

With the exception of applications commonly known as Web Browser software, or other applications formally promoted, endorsed or approved by NYPPEX in writing, you agree not to use any software, program, application or any other device to access or log on to any NYPPEX Service, including NYPPEX's computer systems, Web site or proprietary software or to automate the process of obtaining, downloading, transferring or transmitting any Market Information or any other content to or from any NYPPEX Service, including NYPPEX's computer systems, Web Site or proprietary software.

ELECTRONIC COMMUNICATIONS

When you visit www.nyppex.com or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

MONITORING BY NYPPEX

NYPPEX, its affiliates and agents are entitled, but not obligated, to review or retain your Communications. We and our Third Party Service Providers may monitor your Communications to evaluate the quality of service you receive, your compliance with the Online Services Agreement, the security of the NYPPEX Services, or for other reasons. You agree that these monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which NYPPEX or its Third Party Service Providers monitor your Communications and enforce or fail to enforce the Rules and Guidelines of any NYPPEX Service and the terms of the Online Services Agreement. In no event will NYPPEX or its Third Party Service Providers be liable for any costs, damages, expenses or any other liabilities incurred by you as a result of any monitoring activities.

HYPERLINKS

NYPPEX may make available links from a NYPPEX Service to other, third party sites or electronic services providers that are not affiliated with NYPPEX. NYPPEX does not control these other sites or services, and NYPPEX makes no representations or endorsements whatsoever concerning those sites or services. The fact that NYPPEX has provided a link to a site is not an endorsement, authorization, sponsorship, or affiliation with respect to such site, its owners, or its providers. There are risks in using any information, software, service or product found on the Internet, and NYPPEX cautions you to make sure you understand these risks before retrieving, using, relying upon, or purchasing anything via the Internet. You agree that under no circumstances will you hold NYPPEX liable for any loss or damage caused by use of or reliance on any content, goods or services available on other sites.

DISCLAIMERS OF WARRANTIES

ALTHOUGH NYPPEX TRIES TO PROVIDE ACCURATE AND TIMELY INFORMATION THROUGH ITS NYPPEX SERVICES, THERE MAY BE INADVERTENT TECHNICAL OR FACTUAL INACCURACIES AND TYPOGRAPHICAL ERRORS. NYPPEX RESERVES THE RIGHT TO MAKE CHANGES AND CORRECTIONS AT ANY TIME, WITHOUT NOTICE. THE INFORMATION PROVIDED THROUGH THE NYPPEX SERVICES IS PROVIDED "AS IS" AND "AS AVAILABLE." NYPPEX DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED IN THE NYPPEX SERVICES. NYPPEX PROVIDES NO GUARANTEE AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. NYPPEX EXPRESSLY DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION CONTAINED IN THE NYPPEX SERVICES. NYPPEX MAY CHANGE INFORMATION CONTAINED IN THE NYPPEX SERVICES AT ANY TIME AND MAKES NO COMMITMENT TO UPDATE THE INFORMATION CONTAINED IN THE NYPPEX SERVICES. YOU ASSUME THE ENTIRE RISK AS TO THE USE OF THE NYPPEX SERVICES.

FURTHER, NYPPEX MAKES NO WARRANTIES REGARDING THE NYPPEX SERVICES. NYPPEX AND ITS AFFILIATES AND AGENTS (INCLUDING THIRD PARTY SERVICE PROVIDERS) DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE NYPPEX SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER ELECTRONIC SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NYPPEX OR THROUGH OR FROM THE NYPPEX SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

LIMITATION OF LIABILITY AND INDEMNIFICATION

YOU AGREE TO INDEMNIFY AND HOLD NYPPEX AND ITS AFFILIATES, AGENTS, EMPLOYEES, CONTRACTORS AND LICENSORS (INCLUDING THE THIRD PARTY SERVICE PROVIDERS) HARMLESS FROM ANY CLAIM, DEMAND, LOSS, COSTS OR EXPENSE, INCLUDING ATTORNEYS' FEES, MADE BY ANY PERSON ARISING OUT OF YOUR VIOLATION OF THIS AGREEMENT, STATE OR FEDERAL SECURITIES LAWS OR REGULATIONS, OR ANY OTHER PERSON'S RIGHTS, INCLUDING BUT NOT LIMITED TO INFRINGEMENT OF ANY COPYRIGHT OR VIOLATION OF ANY PROPRIETARY OR PRIVACY RIGHT.

UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO A NEGLIGENT ACT, WILL NYPPEX OR ITS AFFILIATES, AGENTS, EMPLOYEES, OR LICENSORS (INCLUDING THIRD PARTY SERVICE PROVIDERS) BE LIABLE FOR ANY DAMAGES OF ANY KIND THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, ANY NYPPEX SERVICE, EVEN IF ANY SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

IN NO EVENT WILL NYPPEX OR ITS THIRD PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY TORT, CONTRACT OR ANY OTHER LIABILITY ARISING IN CONNECTION WITH THE USE OF A NYPPEX SERVICE, OR RELIANCE ON ANY INFORMATION OR SERVICES PROVIDED BY NYPPEX. NYPPEX AND ITS THIRD PARTY SERVICE PROVIDERS WILL UNDER NO CIRCUMSTANCES BE LIABLE TO YOU AND/OR ANY THIRD PARTY, REGARDLESS OF THE FORM OF ACTION, FOR ANY LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER, EVEN IF NYPPEX OR ITS THIRD PARTY SERVICE PROVIDERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE NYPPEX SERVICES; (ii) THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER DATA, COMMUNICATIONS OR PERSONALIZATION SETTINGS; (iii) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE NYPPEX SERVICES; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANYONE ON THE NYPPEX SERVICES; (vi) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY, EVEN IF THE THIRD PARTY HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES; OR (vii) ANY OTHER MATTER RELATING TO THE NYPPEX SERVICES. YOU AGREE THAT YOU WILL NOT IN ANY WAY HOLD NYPPEX RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE ACTS OR OMISSIONS OF, THIRD PARTIES (INCLUDING THIRD PARTY SERVICE PROVIDERS) IN CONNECTION WITH THE NYPPEX SERVICES.

Because some states prohibit the limitation of liability for consequential or incidental damages, in such states the limitation of liability only with respect to consequential or incidental damages] may not apply to you, and the respective liability of NYPPEX and its Third Party Service Providers, employees, distributors and agents is limited to the greatest extent allowable under applicable law in those states.

In the event that a court or arbitration panel, as the case may be, should hold that the limitations of liabilities or remedies available as set forth in this Agreement, or any portions thereof, are unenforceable for any reason, or that any of your remedies under this Agreement fail then you expressly agree that under no circumstances will the total, aggregate liability of NYPPEX and its Third Party Service Providers, employees, distributors, agents or affiliates, to you or any party claiming by or through you for any cause whatsoever exceed $100 (U.S.), regardless of the form of action and whether in contract, statute, tort or otherwise.

RESTRICTIONS ON USE

Except as otherwise permitted by NYPPEX, no materials from the NYPPEX Services or any site owned, operated, licensed or controlled by NYPPEX may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. You may download material displayed on the NYPPEX Services for non-commercial, personal use. If you do so, you agree to retain all copyright and other proprietary notices contained on the materials. You may not use, distribute, modify, transmit, or post the content of the NYPPEX Services for public or commercial purposes, including any text, images, audio, or video without NYPPEX's written permission.

TRADEMARKS AND COPYRIGHTS

The NYPPEX Services are owned by NYPPEX or its affiliates or agents (including the Third Party Service Providers) and are protected by United States copyright laws and international treaty provisions. All content, trademarks, services marks, trade names, logos, and icons are proprietary to NYPPEX or its affiliates, licensors or agents (including the Third Party Service Providers). Other third-party products and brand names may be trademarks or registered trademarks of their respective owners, and may not be affiliated with NYPPEX. Nothing contained in the NYPPEX Services should be construed as granting, by implication, estoppels, or otherwise, any license or right to use any trademark displayed on the NYPPEX Services without the written permission of NYPPEX or such third party that may own the trademarks displayed on the NYPPEX Services. Your use of the trademarks displayed on the NYPPEX Services, or any other content in the NYPPEX Services, except as provided herein, is strictly prohibited.

Images displayed through the NYPPEX Services are either the property of, or used with permission by, NYPPEX. You are prohibited from using or authorizing the use of these images unless specifically permitted under the Online Services Agreement. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, or other regulations and statutes. Pursuant to Section 512(c)(2) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, NYPPEX has designated an agent to receive notifications of claimed infringement, as described within our Copyright Policy. (See Copyright Policy.)

MODIFICATIONS, SUSPENSIONS AND TERMINATIONS OF NYPPEX SERVICES

NYPPEX reserves the right to modify or discontinue temporarily or permanently, a NYPPEX Service (or any part thereof) with or without notice. You agree that NYPPEX will not be liable to you or to any third party for any modification, suspension or discontinuance of a NYPPEX Service. Please keep in mind that extended periods of inactivity may also result in your enrollment in a NYPPEX Service being canceled. The license granted under the Online Services Agreement will terminate if NYPPEX believes that any information provided by you, including your e-mail address, is no longer current or accurate, or if you fail to otherwise comply with any term or condition of the Online Services Agreement and all Rules and Guidelines for each NYPPEX Service. Upon such violation, you agree to terminate access to the NYPPEX Services.

AGREEMENT TO NOT DISCLOSE NON-PUBLIC INFORMATION

You and any persons and other entities affiliated with you (together as “you”) agree to keep confidential all non-public information you learn at NYPPEX including but not limited to a) information regarding private company and fund issuers such as quarterly and annual reports, private placement memorandums, operating agreements, financials, strategies, customers, investors; b) information regarding NYPPEX such as its methods and means of doing business, forms, procedures, volume of transactions and prices; c) the existence and prices of private offerings of restricted interests including the issuer’s identity, offer or bid prices, historical prices, etc. d) private market quotes on restricted interests of private companies and fund issuers (together as “Confidential Information”), whether learned in writing, from the site, or verbally from a source currently or previously affiliated with NYPPEX, their agents or their representatives for a period of three (3) years from the date an Applicants membership commences at NYPPEX.

Confidential Information does not include any information which (a) at the time disclosed or obtained is in the public domain, (b) after being disclosed or obtained becomes part of the public domain through no act, omission or fault by you or your directors, officers, employees, contractors, agents or representatives; (c) prior to disclosure to you, was already in your possession as evidenced by written records kept in the ordinary course of business by you or (d) is required to be disclosed by applicable laws or regulations or by valid subpoena or order of court of competent jurisdiction.

You agree that your consideration is the opportunity to achieve your investment objectives and other good and valuable property the sufficiency and receipt of which are hereby acknowledged and agreed is fair in exchange for being provided access to the Confidential Information. Provided that you will first provide a written copy of this Non Disclosure Agreement text to any of your advisors, prior to your disclosing of any Confidential Information to such advisors, and not with standing anything herein to the contrary, you may consult such advisors regarding a prospective buy or sell decision of a specific restricted interest.

You represent that your sole intent in evaluating the Confidential Information is to make an independent evaluation of the merits of buying, selling or permitting private transfers of restricted interests and not to directly compete with NYPPEX or any private company or fund issuer whose restricted interests are bid or offered at NYPPEX. Nothing in this Non Disclosure Agreement shall obligate any party including company or fund issuers and NYPPEX to propose, discuss, negotiate, enter into or consummate any particular transaction.

Your consideration is the right to access the Confidential Information to help you achieve your investment objectives. Online transmission is not guaranteed to be secure.

ACCREDITED INVESTOR STATUS

You hereby represent and warrant to NYPPEX, that you or the entity you are representing for membership at NYPPEX (the “Applicant”), is an Accredited Investor as defined under Section 4(2) of the Securities Act of 1933 as summarized below.

IMPORTANT DISCLOSURE ABOUT RESTRICTED SECURITIES

RESTRICTED SECURITIES IN PRIVATE COMPANIES, PRIVATE EQUITY (AND OTHER) PARTNERSHIPS, AND HEDGE FUNDS TRADED AT NYPPEX HAVE NOT BEEN REGISTERED WITH OR QUALIFIED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES REGULATORY AUTHORITY. THE RESTRICTED SECURITIES ARE BEING PURCHASED OR SOLD IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS. RESTRICTED SECURITIES CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFERABILITY CONTAINED IN THE OPERATING AGREEMENT OF THE ISSUER AND APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

GOVERNING LAW AND JURSIDICTION

Industry regulations require that the following disclosures appear in conjunction with the arbitration agreement that immediately follows:

Any and all disputes, controversies or claims arising out of or relating to (together as “Controversies”) this Online Services Agreement and all future agreements you may enter into with NYPPEX, unless otherwise indicated on such other agreement, shall be finally and exclusively settled by NASD arbitration. Such arbitration shall be commenced within one year after the party requesting arbitration obtains knowledge of the cause of action forming the basis of the controversy or claim accrued. In any arbitration and subject to the ultimate discretion of the presiding arbitrator, each side will be limited to a maximum of one (1) day of argument (including rebuttal), and the parties agree in good faith to minimize discovery burdens (e.g., confine the scope to actual areas in dispute and limit the topics and number of pages on which information is requested to matters directly relevant). The arbitration hearing shall solely be conducted at the NASD regional office responsible for the NYPPEX office in which the customer’s new account and/or membership was opened. Any judgment or settlement shall be kept confidential from public records unless after a period of 90 days from the award date, the prevailing party determines that it must enter the award in a court of the jurisdiction of the losing party in order to collect on the judgment or settlement amount. Each party shall pay its own legal expenses, subject to the Indemnification provision contained herein. You hereby expressly waive any rights you may have to bring a claim against NYPPEX and its parties for any reason.

If any part of the Online Services Agreement is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.

YOUR ELECTRONIC SIGNATURE

As noted above in the Consent section, your use of the Web Site or NYPPEX Services or by clicking “Continue” or “Submit”, you will be signing this Agreement with a binding electronic signature, and you acknowledge that you have read and understood this Agreement’s terms and conditions.

This Online Services Agreement last updated on August 31, 2008.