Public Communication Request

Public Communications Request
Instructions

In general, this form should be used to submit the following communications for principal approval prior to distribution:
- emails to over 25 recipients
- investor presentations
- executive summaries
- research reports
- investment fund profiles.
Offering documents (e.g. PPM, CIM, or Subscription Package) created by an issuer are not required to be approved prior to distribution, so long as such offering documents were reviewed as a part of the new product review procedure.

If possible, it is strongly advised to allow the client to distribute marketing communications, as such communications are not subject to FINRA restrictions on public communications.

Please review the notification for any changes to the document made by the principal and/or any limitations imposed upon distribution.
Instructions Acknowledgement*

I have read and understand the instructions
Registered Representative*

First NameLast Name
Representative E-mail*

Distribution of the Communication
Date*

MonthDayYear
Date
Upload Communication*

Upload a File
NOTE: If the communication is a presentation without a scripted or written component, please upload a narrative document that summarizes the purpose, topic of discussion, and the audience. If there is a scripted or written component, please upload the scripted or written materials. Cancelof
Issuer of Securities*

the communication is not an offer to sell securities of any issuerOther
Pre-Existing Relationship Attestation*

I attest that I have a pre-existing relationship with each recipient of the communication and this communication is not my first communication with any recipient.I cannot attest to a pre-existing relationship.
Substantive Relationship Attestation*

I attest that I have a substantive relationship with the recipients in that I have an understanding of the financial status and sophistication of each recipient of the communication.I cannot attest to a substantive relationship with the recipients.
If applicable, has the securities or Issuer received principal approval for distribution?*

YesNo (wait for new product approval prior to distribution of communication)
How many persons will receive this communication within any 30 day period?*
Out of the number of persons indicated above, how many have over $50M in assets?*
CALCULATED FIELD: Retail Investor Recipients
This field is Read Only
Medium of Communication*

From email account archived by RainmakerFrom email account NOT archived by RainmakerSocial media postingWebsite postingOral presentationPaper handoutsOther
Please describe the audience that will receive the communication.*
Contents of the Communication
FINRA CONTENT STANDARDS FOR PUBLIC COMMUNICATIONS
- based upon principles of fair dealing and good faith
- fair and balanced
- provides a sound basis for evaluating the facts
- does not make false, unwarranted, exaggerated or misleading statements of material fact
- does not omit information that, in context, would cause a statement to be misleading
- does not make promises of future performance
- does not predict or project performance of an investment
- does not imply that past performance of an investment will recur
- does not make use of back-tested data
- does not characterize any investment as tax-free
- does not include investor testimonials for the securities
Content Standards Attestation*

I have reviewed the communication in its entirety and I believe that it does not violate the FINRA Content Standards for Public Communications listed above.
Does the communication included back-tested performance data? NOTE: back-tested performance data can only be sent to institutional ($50M+) investors.*

YesNo
I have ensured that this communication contains no pro forma financials, projected IRR, gross weighted IRR, target returns or other promises or projections of future financial performance*

YesNo (the communication will not be approved)
I have ensured that all graphs, statistical tables, illustrations, etc. include citations when appropriate.*

YesNo (the communication will not be approved)
I have ensured that this communication contains no material misrepresentations of fact:*

YesNo (alert the CCO immediately)
Communication Disclosures
STANDARD RMS DISCLOSURE LANGUAGE

Rainmaker Securities, LLC (“RMS”) is a FINRA (FINRA.org) registered broker-dealer and SIPC (SIPC.org) member. Find this broker-dealer and its agents at brokercheck.finra.org. Our relationship summary can be found at rainmakersecurities.com/disclosures.

RMS is engaged by its clients to make referrals to buyers or sellers of private securities (“Securities”). If such client closes a Securities transaction with a buyer or seller so referred, RMS is entitled to a success fee from the client. Such success fee may be in the form of cash or in warrants to purchase securities of the client or client’s affiliate. RMS or RMS representatives may hold equity in its issuer clients or in the issuers of securities purchased or sold by the parties to a transaction.

This communication is confidential and is addressed only to its intended recipient. This communication does not represent an offer or solicitation to buy or sell Securities. Such an offer must be made via definitive legal documentation by the seller of securities.
I have added the Standard RMS Disclosure Language to the communication*

YesNo (the communication will not be approved)NA (not a written communication)
RISK FACTOR LANGUAGE

Investments in the Securities are speculative and involve a high degree of risk. Companies engaging in private placements may be early stage and high risk. You should be able to afford the increased risk of loss with such investments, including the potential of a total loss.

An investor in the Securities should have little to no need for liquidity in the foreseeable future. Unlike an investment purchased on a stock exchange, an investment in a private placement is highly illiquid. You will mostly likely be investing in restricted securities, may have difficulty finding a buyer for the securities when you can resell and, as a result, may need to hold the securities indefinitely.

Limited disclosure Information. Companies engaging in private placements are not required to provide the disclosure that would be required in a registered offering. You may have less information to make an informed investment decision than, for example, stock purchased on a stock exchange, including information that may help you determine whether the price asked for the investment is a fair price. Potential buyers or sellers of the Securities should seek professional counsel prior to entering into any transaction.
Does the communication relate to the offering of securities of an issuer or seller engaged by RMS?*

Yes (and I have added the Risk Factor Language)No
WARRANT DISCLOSURE LANGUAGE

WARRANT DISCLOSURE: For this offering of Securities, RMS and its registered representatives are entitled to receive warrants to purchase Securities from the seller/issuer as compensation for the close of a transaction with a referred client.
Does the RMS engagement for the offering include warrant compensation?*

Yes, and I have added the WARRANT DISCLOSURE LANGUAGE to the communicationNo
EQUITY DISCLOSURE LANGUAGE

EQUITY DISCLOSURE: RMS and/or its registered representatives hold an equity interest in the seller/issuer of the Securities.
To your knowledge, do you or any RMS registered representative hold equity in the issuer or seller of the Securities?*

Yes, and I have added the EQUITY DISCLOSURE LANGUAGE to the communicationNo
Please describe any other potential conflict of interest here.
RIA ENDORSEMENT DISCLOSURE

RIA ENDORSEMENTS: RMS serves as an independent placement agent for certain investment funds advised by ______________________, a registered investment advisor under the Investment Advisors Act of 1940 (“RIA”).

When RMS introduces an investor to the RIA, and that investor makes an investment into a fund managed by such RIA, RMS becomes entitled to a portion of the cash fees collected by the RIA from your investment. This does not result in any fees in excess of the fees customarily charged by the RIA.

Receipt of compensation from the RIA provides an incentive for RMS to introduce you to the RIA. RMS representatives are not prohibited from investing in funds advised by the RIA.
Is the issuer an investment fund advised by an RIA*

NoYes, and I have added the RIA Endorsement Disclosure
Should be Empty:

Public Communications Request

Distribution of the Communication

Contents of the Communication

Communication Disclosures