SLIDE 1
CONFIDENTIAL
CONFIDENTIAL
CONFIDENTIAL INFORMATION MEMORANDUM
2
This confidential Information Memorandum has been prepared by Rockshore Advisors, LLC (“Rockshore”), from materials and information supplied by Ingress Capital Incorporated (“Ingress” or the “Company”), pursuant to Rockshore’s engagement by Ingress as its exclusive financial advisor in connection with arranging financing alternatives for the Company. While the information contained herein is believed to be accurate, Rockshore has not conducted any investigation with respect to such information, and Rockshore and Ingress expressly disclaim any and all liability for representations, expressed or implied, contained in, or for omissions from, this Information Memorandum or any other written or oral communication transmitted to any interested party in the course of its evaluation of the Company. Only those particular representations and warranties which may be made by Ingress in a definitive written agreement, when and if one is executed, and subject to such limitations and restrictions as may be specified in such agreement, shall have any legal effect. This Information Memorandum includes certain statements, estimates and projections provided by Ingress with respect to its anticipated future performance. Such statements, estimates and projections reflect significant assumptions and subjective judgments by Ingress’ management concerning anticipated results. These assumptions and judgments may or may not prove to be correct, and there can be no assurance that any projected results are attainable or will be
- realized. Rockshore has not attempted independently to verify any of such statements, estimates and projections, and neither Rockshore nor Ingress makes any representations or warranties as to their accuracy or completeness.
Except where otherwise indicated, this Information Memorandum speaks as of the date hereof. Neither the delivery of this Information Memorandum nor any investment in nor other transaction with Ingress shall, under any circumstances, create any implication that there has been no change in the affairs of Ingress since the date hereof. In furnishing this Information Memorandum, neither Rockshore nor Ingress undertakes any obligation to update any of the information contained herein. The information contained herein is confidential and may not be divulged to any person or entity or reproduced, disseminated or disclosed, in whole or in part, except to the recipient’s officers, directors, employees and agents for use in connection with a potential transaction or as required by law or with the written consent of the Company. Without limiting the generality of the foregoing: (1) if the recipient does not wish to pursue this matter, it will return the Information Memorandum to Rockshore, as soon as feasible, together with any other material relating to the Company which the recipient may have received from Rockshore or the Company and destroy, as soon as feasible, all copies
- f analyses, compilations, studies or other documents prepared by it in connection with any information in the Information Memorandum or such other material; and (2) any proposed actions by the recipient which are inconsistent in
any manner with the foregoing will require the prior written consent of Ingress. Ingress reserves the right to negotiate with one or more prospective purchasers at any time and to enter into a definitive agreement or any other transaction related to the Company without prior notice to the recipient or other prospective partners. Also, Ingress reserves the right to terminate, at any time, further participation in the investigation and proposal process by any party and to modify any procedures without giving advance notice or providing any reason therefore. Potential purchasers are not to disclose their involvement in the process to any person and are not to have any contact with any of the management and employees of the Company or any of its respective affiliates. Any violation of these procedures may result in possible legal action being brought by Ingress. Certain names of the Company’s products are trademarks of the Company. Certain names of other companies and their products referred to herein may be trademarks of such other companies. Any communications or inquiries relating to the Information Memorandum or the transaction considered hereby should be referred to:
270 Madison Avenue Suite 1500 New York, NY 10016
Stanley Gorodesky Managing Director (646) 373-9588
sgorodesky@rockshoreadvisors.com