Reviewer Confidentiality Agreement and Private Placement Notices
Who is agreeing
This Review Agreement is between The Pink Fin Holdings Limited Liability Company (Company) and the person accepting below (Reviewer). If reviewing for an entity, the Reviewer identifies the entity and represents that the Reviewer has authority to bind it. In consideration of access to the Company’s nonpublic materials, the Reviewer agrees to the following terms.
Authorized purpose and confidential information
Use nonpublic information obtained through this room, including the memorandum, exhibits, financial and operating information, copies, and notes derived from them, only to evaluate the matter for which the Company authorized access. Keep the information confidential and exercise reasonable care to protect it. Do not post it publicly, forward the invitation, share credentials, or reproduce or distribute materials beyond what the authorized review reasonably requires.
Advisers and exclusions
Disclose confidential information only to advisers whom the Company authorizes, who need it for this purpose, and who are bound by confidentiality duties. The Reviewer is responsible for compliance by those to whom the Reviewer discloses materials under this permission. Confidential information excludes information that becomes public without breach, was already lawfully known without restriction, is lawfully received from an unrestricted third party, or is independently developed without using the Company’s confidential information.
Required disclosures and protected communications
A Reviewer may make disclosures required by law or legal process. Where lawful and practicable, give the Company timely notice of compulsory process and disclose only what is required. Nothing in this agreement requires notice to or approval from the Company for communications with, reports to, or participation in investigations or proceedings of the SEC or any other government authority. Nothing limits eligibility for a lawful whistleblower award.
Continuing obligations and copies
The confidentiality and limited-use obligations continue for as long as the information remains confidential. On written request, return or securely destroy copies, except for records required by law, professional obligations, or routine backups. Retained copies remain subject to these terms. The Company may seek relief available under applicable law for a breach.
Private placement and investor notices
The room is available only to authorized recipients. The public entrance does not solicit subscriptions. Any offer may be made only through the Company’s final authorized offering documents and only to persons and in jurisdictions where permitted. Access does not establish investor eligibility, a substantive relationship, a commitment, or Company acceptance. The review materials currently describe a proposed private offering under Regulation D.
Registration, restrictions and investment risks
The proposed securities have not been registered under the Securities Act of 1933 or applicable state securities laws. Neither the SEC nor any state securities authority has approved the securities or endorsed the merits or accuracy of the offering materials. The securities would be subject to transfer restrictions. There may be no market for them, and an investor could lose the entire investment. Read the full memorandum, risk factors, exhibits, amendments and applicable jurisdiction-specific legends before making any investment decision.
Qualification and subscription
After reviewing the final disclosure package, a prospective purchaser who wishes to proceed must complete and return the signed Investor Qualification Questionnaire and any applicable supplements through the individualized secure channel designated by counsel. Company reviewers acting only in that capacity do not complete investor forms. Questionnaire delivery, review-room access and acceptance of this agreement do not subscribe for securities or authorize funds transfers. Follow the separate subscription, Company acceptance and verified closing instructions. Live investor intake remains closed in this review edition.
Offering documents and mandatory rights
Consult your own legal, tax and financial advisers. The final offering documents govern the investment. This review agreement governs confidentiality, access and use of the materials and supplements the memorandum; acceptance does not acknowledge delivery of any document you have not actually received. Nothing waives compliance with applicable securities laws or any nonwaivable investor right or remedy.
Governing law and exclusive Suffolk County venue
New York law governs, subject to applicable federal and mandatory law. To the fullest extent permitted by law, each party shall bring every action or proceeding against another party arising out of or relating to this Agreement, its subject matter, or its enforcement exclusively in a court of competent jurisdiction of the State of New York sitting in Suffolk County, New York, or, where federal subject-matter jurisdiction exists, in the United States District Court for the Eastern District of New York, with venue requested at its Central Islip courthouse in Suffolk County. Each party consents to personal jurisdiction in those courts and waives objections to venue or inconvenient forum there. The federal court retains authority over assignment and transfer. This provision preserves nonwaivable rights, mandatory jurisdictional rules, and the right to communicate with or participate in proceedings before regulators.
Electronic acceptance
By selecting the acceptance checkbox and signing in, the Reviewer agrees to this version of the agreement. The portal records the reviewer ID, entered name and entity, acceptance time, and version for the Company’s review record. You may print or save this document before accepting.