TERMS AND CONDITIONS

No aspect of the Joseph Capital LLC website may be replicated without the expressed written authorization of Joseph Capital LLC.  You recognize that the investment opportunities ("Opportunities") presented on this website and/or distributed by Joseph Capital LLC and/or by its registered representatives contain confidential information and you agree to refrain from distributing it outside your organization; you will notify anyone within your organization with whom you might share such Opportunities of their need, in turn, to refrain from distributing Opportunities and/or associated information outside your organization, with the sole exception of professional service firms retained by you with the sole objective of enabling you to analyze and invest in Opportunities.  Only sophisticated investors who are also accredited and/or qualified investors and with substantial experience investing in private equity situations are permitted to log into the Joseph Capital LLC website and/or to review its Opportunities; in logging into this website and/or by reviewing Opportunities provided to you by Joseph Capital LLC, you represent that you meet these criteria.  Furthermore, in logging into this website and/or by reviewing Opportunities provided to you by Joseph Capital LLC, you represent that you are responsible for your own due-diligence, capable of performing it, recognize that Joseph Capital LLC is not responsible for the accuracy of the information provided to you herein or by Joseph Capital representatives because such information is provided to Joseph Capital LLC by the Opportunities and Joseph Capital LLC is not in a position to verify the truth and accuracy of all such information, that you will utilize only risk capital you are fully prepared and capable of losing in its entirety, that a complete loss of all capital invested is a real possibility, that Opportunities represent risky investments, that risky investments are appropriate for your portfolio and your financial circumstances, and that registered brokers and/or foreign finders are receiving compensation normal and customary in the investment banking and broker industry, likely both in cash and in warrants on all Opportunities, that you are sophisticated in being fully familiar with such standards and ranges, and that you have the right to inquire and to be informed about the components and amount of  broker compensation.  Unless otherwise contracted explicitly between you and Joseph Capital LLC directly, all compensation received by brokers as a result of your investment in Opportunities will be paid by the Opportunities and not by you directly.  Therefore, as you are not a party to the compensation arrangement between Joseph Capital LLC and the Opportunities, in reviewing Opportunities, you agree to not attempt to interfere in the compensation arrangement that may exist between Joseph Capital LLC and Opportunities; you understand and accept that any complaint or attempt to renegotiate such compensation arrangement constitutes interference.  Your agreement to all the Terms and Conditions herein is in consideration for Joseph Capital LLC expending the time, effort and resources to present you, a sophisticated investor, with incremental investment opportunities for you to be able to consider.