RF GLOBAL HOLDINGS LLC -- FREQUENTLY ASKED QUESTIONS

*Note: RF Global does not provide Reserve Funding Agreements to companies publicly listed in the U.S. and U.S. companies listed on a foreign exchange.

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Question: What is a Reserve Funding Agreement?

Answer: A Reserve Funding Agreement (�RFA�) is the financing structure used by RF Global Holdings LLC to provide funding to publicly listed companies on certain exchanges. The RFA is a form of �equity line funding� that first became popular in the United States about 10 years ago. The RFA allows a publicly listed company to issue draw down notices to the investor and the investor then funds the company based on specific terms and conditions mutually agreed upon by the parties. Some of the terms include the following:

price and volume limitations;

the company controls the timing and requested amount of funding;

a fixed discount off the current trading price of the company�s shares;

funding periods are usually every 15 trading day period;

a floor price is set by the company for each draw down period which provides price protection for the company�s share price; and

the company, not the investor, is responsible for investor relations and trading volume.

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Question: How long does it take to close a transaction and receive funding?

Answer: We can usually close a transaction in less than two weeks after we agree on terms, the company signs our term sheet and pays our attorneys for document preparation. Such legal documentation fees are non-refundable for any reason. The law firm that represents RF Global is a large internationally known and respected firm. We require each company to pay our attorneys the legal documentation fee to make sure each transaction is properly handled. We do not require every company to meet with us to sign final documents in New York, but welcome any companies that would like the opportunity to meet with us.

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Question: What are the costs and discounts associated with the Reserve Funding Agreement?

Answer: We receive a 2% commitment fee from the company on the total commitment amount, which are non-refundable for any reason. The commitment fee is usually paid in shares on the date final documentation is signed by both parties. The company also pays our attorneys directly for legal document preparation. This fee is at a reduced rate that we have separately negotiated, and is lower than what most law firms charge for such legal documentation. The payment of this legal document preparation fee is a necessary requirement to make sure each company is committed to the process once they sign the term sheet and we also want to make sure that the proper legal documentation is in place. The law firm we use is one of the most respected firms in New York and very knowledgeable regarding our Reserve Funding Agreement and supporting documents.

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Question: Does RF Global Holdings LLC provide volume, liquidity, investor relations or market support of any kind?

Answer: No we do not. RF Global Holdings LLC its principals, members, officers, attorneys, managers, operating managers, and directors (collectively referred to as �RF GLOBAL�) are neither registered investment advisors, broker dealers nor financial advisors with any state/federal agencies within the United States or any other country. RF GLOBAL is not an underwriter. The funding it provides is based on specific terms and conditions, including the price and volume of the company�s shares once the company is publicly listed. RF GLOBAL does not provide volume, liquidity, public relations services or investor relations services or market support of any kind. Legal documentation preparation fees are paid by the Company directly to a law firm that represents RF GLOBAL. There is no advance fee charged by RF GLOBAL to the company. You understand and agree that no information contained in this correspondence constitutes legal, accounting or tax advice of any kind, and you should contact an attorney or accountant before using any of the information described in this correspondence for your business, company or transaction you are involved in or are contemplating. RF GLOBAL is not responsible for the content of any third-party documentation. RF GLOBAL has the right to act as an intermediary, consultant or joint venture partner in any transactions in which it is involved.

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Question: Are there any exchanges, industry sectors or countries limiting your investment decision?

Answer: We can invest in companies listed on most exchanges and will look at all industry sectors, especially mining, commodities, energy, environmental, manufacturing, medical and consumer goods. We are limited as to the countries that we can invest in based on the AML � Anti-Money Laundering Guidelines http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx and KYC � Know Your Customer Procedures http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx .
*Note:RF Global does not provide Reserve Funding Agreements to companies publicly listed in the U.S. and U.S. companies listed on a foreign exchange.

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Question: How do I make a proposal or discuss my company with you?

Answer: Because of the number of companies that contact us for funding we ask that you fill out the Company Questionnaire and we will try our best to get back to you in a few business days.

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Question: Does RF Global Holdings LLC provide upfront funding or bridge loan funding?

Answer: No, because it would require 2 to 4 months of due diligence and research to close and our business model does not allow us to provide that type of funding. Also, investors that use that funding structure usually require deep discounts of 25% to 50% off the company�s current trading share price, we usually take a 10% discount of a volume weighted average price.

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Question: How much will RF Global Holdings LLC provide in funding to a listed company?

Answer: The commitment amount depends on the size of the company and the amount to be funded depends on the price and volume of the company�s shares. We look for long term relationships with companies so if the company is doing well and growing we would likely agree to increase the amount of our commitment.

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Question: If we are a private company in the process of going public will you enter into an agreement with us now or do we have to wait until we are listed and trading?

Answer: Depending on the gross revenues of your company, we may decide to enter into an agreement with you now. Your company may not draw down funding however, until it is publicly listed and its shares begin trading. Even after your company is listed the amount of funding it will be able to draw down from us will depend on the price and trading volume of its shares. Your company will also be required to represent the following:

(i) the company is relying on its own attorneys and advisers to determine the best corporate structure to use, the best country to use for its corporate restructuring and the best exchange to list on to enable the company to draw down funding from the investor pursuant to the terms of the Reserve Funding Agreement;

(ii) the company is in the process of pursuing pre-ipo or pre-listing funding to meet its current needs and is not relying on the investor for such funding or for the referral of investors in any way; and

(iii) the company understands that the investor its principals, members, officers and directors are neither registered investment advisors, broker dealers nor financial advisors with any state or federal agencies within the United States or any other country. The investor is not an underwriter and the funding it provides is based on the specific terms and conditions of the Reserve Funding Agreement, including the price and volume of the company�s shares once the company is publicly listed. The investor does not provide volume, liquidity, investor relations or public relations services of any kind. The company understands and agrees that no information contained in the Reserve Funding Agreement constitutes legal, accounting or tax advice of any kind and the company is relying on its own attorneys and advisers to review the Reserve Funding Agreement and any supporting documents or agreements before signing.

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Question: Does RF Global Holdings LLC provide funding to start-up companies or pre-revenue companies?

Answer: Generally we do not provide funding to start-up companies, but we do have some exceptions. Some start-up or pre-revenue companies we will consider include companies with a large asset such as mining rights, one or more patents and biotechnology companies. The best way for us to consider your company is for you to fill out the Company Questionnaire and we will do our best to get back to you in a few business days.

Questions and Answers about Reserve Funding Agreement

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