Broker-Dealer Registration Disclosure

1. Regulatory Status Declaration

PipelineRoad, Inc. ("PipelineRoad," "we," "us," or "our") operates the website located at pipelineroad.com and provides AI-powered capital raising tools and managed outreach services for fund managers. This Broker-Dealer Registration Disclosure provides a comprehensive explanation of our regulatory status and the nature of the services we provide.

PipelineRoad is not registered as, and does not operate as, any of the following:

A broker or dealer as defined under Section 3(a)(4) or Section 3(a)(5) of the Securities Exchange Act of 1934, as amended ("Exchange Act").
An investment adviser as defined under Section 202(a)(11) of the Investment Advisers Act of 1940, as amended ("Advisers Act").
A placement agent, finder, or solicitor as those terms are understood under federal or state securities laws.
A municipal securities dealer under the Exchange Act.
A transfer agent under the Exchange Act.
A funding portal as defined under Section 3(a)(80) of the Exchange Act.

PipelineRoad is not registered with the U.S. Securities and Exchange Commission ("SEC"), the Financial Industry Regulatory Authority ("FINRA"), any state securities regulatory authority, or any foreign securities regulatory body in any capacity related to the offer, sale, or purchase of securities. PipelineRoad does not hold a Series 7, Series 63, Series 65, Series 66, or any other securities license or registration.

2. Nature of the Service: Technology Platform

PipelineRoad is a technology company that provides software-as-a-service ("SaaS") tools and managed services to assist fund managers in their capital raising processes. Our Service is designed to automate and streamline research, data aggregation, and communication workflows. The following describes what our platform does:

2.1 Data Aggregation and Research

Institutional Investor Database: We aggregate publicly available institutional investor data from 30+ sources, including SEC filings (Forms ADV, 13F, D), pension fund annual reports and investment committee meeting minutes, foundation and endowment financial disclosures (including IRS Form 990s), state and municipal retirement system public disclosures, publicly available allocation reports and investment policy statements, and other publicly accessible regulatory filings and disclosures.
Data Organization: We organize, categorize, and present this publicly available data in a searchable format to assist users in their independent research and due diligence processes.
Market Intelligence: We provide aggregated market data, fundraising trends, allocation patterns, and industry analytics derived from publicly available information.

2.2 AI-Powered Matching

Algorithmic Matching: Our AI algorithms analyze fund characteristics (strategy, size, geography, sector) and institutional investor profiles (allocation targets, asset class preferences, historical commitments) to generate potential investor prospect lists.
Nature of Matching: Matching is a technology-driven research tool that identifies potential alignment between fund profiles and publicly available investor preferences. Matching results are informational only and do not constitute recommendations, endorsements, solicitations, or investment advice.
User Discretion: Fund managers retain full discretion over which investors to contact, how to approach them, and all aspects of their fundraising strategy. PipelineRoad's matching output is one input among many that fund managers may consider.

2.3 Outreach Management Tools

Communication Infrastructure: We provide email sequencing tools, template management, follow-up scheduling, and response tracking to help fund managers manage their own outreach workflows.
AI Personalization: Our AI generates suggested personalization elements for outreach communications based on publicly available investor data. All communications are reviewed, approved, and sent by the fund manager or their authorized representative.
Campaign Analytics: We provide performance reporting on outreach campaigns (open rates, response rates, meeting conversions) to help fund managers optimize their communication strategies.

2.4 Managed Outreach Services

Execution Support: For managed service clients, PipelineRoad assists with the execution of outreach campaigns on behalf of fund managers. All campaign content, targeting, and strategy are directed and approved by the fund manager.
Administrative Function: Our managed outreach is an administrative and operational support function, analogous to a marketing agency executing a client-directed communication campaign. We do not exercise independent judgment regarding which investors should invest in any fund.

3. What PipelineRoad Does NOT Do

To be clear and unambiguous about the boundaries of our service, PipelineRoad does not:

3.1 Securities Activities

Solicit, negotiate, or effect the purchase or sale of securities on behalf of any person or entity.
Recommend that any investor invest in, commit capital to, or purchase interests in any fund, security, or investment vehicle.
Negotiate, structure, or advise on the terms of any securities offering, limited partnership agreement, subscription agreement, or side letter.
Participate in the closing of any securities transaction.
Act as a conduit for the delivery of offering documents, subscription agreements, or other securities transaction documentation between fund managers and investors.
Provide opinions regarding the merits, suitability, or risk profile of any investment opportunity.

3.2 Custody and Funds

Handle, hold, custody, transmit, or exercise any control over investor funds, capital commitments, or securities.
Act as an escrow agent, custodian, or intermediary for the transfer of funds or securities.
Process or facilitate the movement of investor capital in any manner.

3.3 Advisory and Fiduciary Activities

Provide investment advice or recommendations regarding the allocation of capital, portfolio construction, or investment strategy.
Serve in a fiduciary capacity to any fund manager, investor, or other party.
Provide legal, tax, accounting, or regulatory compliance advice.
Make representations regarding the future performance of any fund or investment.
Perform due diligence on behalf of investors regarding any fund or investment opportunity.

4. Compensation Structure: Technology-Only Defense

4.1 Subscription Fees

PipelineRoad charges subscription fees for access to our platform and managed services. Subscription fees are fixed, recurring charges paid on a monthly or annual basis for the use of our software tools and managed outreach capabilities, regardless of whether any capital is raised.

4.2 Success Fee Clarification

Where applicable, certain service plans may include a success-based fee component. It is important to note that:

Any success fee is compensation for the use of PipelineRoad's technology platform and managed outreach services, not compensation for the solicitation, sale, or negotiation of securities.
PipelineRoad does not receive compensation that is contingent upon or calculated as a percentage of the purchase price or sale price of any security.
The success fee structure reflects the value of our technology tools and research capabilities in supporting the fund manager's independently directed capital raising efforts.
PipelineRoad does not participate in the investment decision, subscription process, or capital commitment that may result from a fund manager's use of our platform.

4.3 No Transaction-Based Compensation

PipelineRoad does not receive commissions, finders' fees, referral fees, or any other form of compensation that is directly tied to or contingent upon the consummation of a specific securities transaction. Our fee structure is based on providing access to technology tools and managed services, not on the outcome of any particular fundraising effort.

5. No Solicitation Disclaimer

Nothing on the PipelineRoad website, platform, or in any communications from PipelineRoad constitutes an offer to sell or a solicitation of an offer to buy any security, fund interest, or investment product. PipelineRoad does not:

Make offers or invitations to invest in any fund on behalf of any fund manager.
Distribute offering memoranda, private placement memoranda, or other offering documents on behalf of any fund.
Represent or endorse the quality, viability, or compliance of any fund or its securities offerings.
Communicate with investors for the purpose of inducing, persuading, or influencing them to invest in any fund.

Any information about specific funds, strategies, or investment opportunities that may appear on the platform is provided by the fund managers themselves and is intended solely for use within the platform's tools. PipelineRoad does not verify, endorse, or guarantee the accuracy or completeness of such information.

6. Data Sourcing Transparency

6.1 Publicly Available Data

The institutional investor data in our database is aggregated from publicly available sources. We do not:

Use material non-public information ("MNPI") or insider information of any kind.
Access proprietary investor databases through unauthorized means.
Obtain investor data through breach of any confidentiality agreement, non-disclosure agreement, or fiduciary obligation.
Misrepresent the source or provenance of any data in our database.

6.2 Data Accuracy

While we make commercially reasonable efforts to maintain the accuracy and currency of our data, we do not guarantee the completeness, accuracy, timeliness, or reliability of any data or information in our database. Publicly available data may be outdated, incomplete, or inaccurate. Users are responsible for independently verifying any data or information obtained through the Service before relying on it for business decisions.

6.3 No Endorsement

The inclusion of any institutional investor's information in our database does not constitute an endorsement of, recommendation to contact, or solicitation to invest with respect to any particular investor. The presence of investor data on our platform does not indicate that such investors are interested in, available for, or suitable for any particular fund or investment opportunity.

7. User Compliance Responsibilities

Fund managers using PipelineRoad are solely responsible for their compliance with all applicable laws and regulations. By using the Service, you acknowledge and agree to the following:

7.1 Securities Law Compliance

You are solely responsible for ensuring that your fundraising activities comply with all applicable federal and state securities laws, including the Securities Act of 1933, the Exchange Act, and applicable SEC regulations.
If you are conducting a private placement under Regulation D, you are solely responsible for compliance with Rule 506(b) or Rule 506(c), including limitations on general solicitation (under 506(b)), accredited investor verification requirements (under 506(c)), and Form D filing obligations.
You are solely responsible for ensuring that any communications sent through the platform comply with applicable restrictions on general solicitation and general advertising under Regulation D, to the extent applicable to your offering.
You are solely responsible for compliance with state blue sky laws, notice filing requirements, and any state-specific restrictions on the offer and sale of securities.
You are solely responsible for determining whether your fund is required to register under the Investment Company Act of 1940 or qualifies for an exemption therefrom.
You are solely responsible for compliance with the Investment Advisers Act of 1940, including any registration requirements applicable to your fund management activities.

7.2 Anti-Fraud Compliance

You shall not use the Service to make any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading (Section 10(b) of the Exchange Act and Rule 10b-5 thereunder).
You shall not use the Service to engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person (Section 17(a) of the Securities Act).
You are solely responsible for the accuracy and completeness of all information you provide about your fund, including but not limited to fund strategy, track record, performance data, fund terms, and team qualifications.

7.3 Communication and Outreach Compliance

You are responsible for ensuring that all outreach communications sent through the platform comply with the CAN-SPAM Act (15 U.S.C. 7701 et seq.), including providing accurate header information, clear identification of the message as an advertisement (where applicable), a valid physical postal address, and a functioning opt-out mechanism.
You are responsible for compliance with the Canada Anti-Spam Legislation (CASL), the General Data Protection Regulation (GDPR), and any other applicable anti-spam, electronic communication, or data protection laws based on the jurisdiction of the recipients of your outreach.
You shall not use the Service to send communications that are deceptive, misleading, harassing, or in violation of any applicable law or regulation.

7.4 Anti-Money Laundering and Know-Your-Customer

You are solely responsible for compliance with all applicable anti-money laundering ("AML") laws and regulations, including the Bank Secrecy Act and the USA PATRIOT Act.
You are solely responsible for performing appropriate know-your-customer ("KYC") due diligence on your investors.
You are solely responsible for compliance with the Office of Foreign Assets Control ("OFAC") sanctions program, including screening investors against OFAC's Specially Designated Nationals and Blocked Persons List.

7.5 Other Regulatory Obligations

If you are a registered investment adviser, you are responsible for compliance with all applicable SEC or state regulatory requirements, including Form ADV disclosures, custody rules, and marketing rules (Rule 206(4)-1 under the Advisers Act).
If your fund is structured as a venture capital fund, you are responsible for compliance with the applicable exemption under Rule 203(l)-1 under the Advisers Act.
You are responsible for determining whether your use of the Service requires disclosure to your investors, regulatory authorities, or other parties.

8. No Fiduciary Relationship

PipelineRoad does not owe fiduciary duties to any user, investor, fund, or other party. Your use of the Service does not create an advisory, fiduciary, agency, partnership, joint venture, or similar relationship between you and PipelineRoad. PipelineRoad is a technology service provider, and the relationship between PipelineRoad and its users is solely that of a service provider and customer as defined by these Terms and the Terms of Service.

PipelineRoad does not act in a position of trust or confidence with respect to any user's investors, limited partners, or other stakeholders. PipelineRoad has no duty to act in the best interests of any investor or prospective investor.

9. Limitation on Reliance

9.1 Not Legal, Tax, or Investment Advice

Nothing provided by PipelineRoad, whether through the Service, our website, documentation, communications, or otherwise, constitutes legal advice, tax advice, investment advice, accounting advice, or regulatory compliance advice. All information, data, analytics, matching results, and other outputs provided through the Service are for informational and research purposes only.

9.2 No Reliance

You acknowledge and agree that:

You will not rely on PipelineRoad, its employees, contractors, or agents for legal, regulatory, tax, or investment advice.
PipelineRoad makes no representations or warranties regarding the legal or regulatory implications of your use of the Service.
PipelineRoad is not responsible for evaluating the compliance of your fundraising activities with applicable laws and regulations.
Any decisions regarding your capital raising strategy, investor outreach, offering terms, and regulatory compliance are made at your sole discretion and risk.

9.3 Independent Counsel Recommendation

PipelineRoad strongly recommends that all fund managers using the Service engage qualified, independent legal counsel experienced in securities law, fund formation, and regulatory compliance. Specifically, we recommend consulting legal counsel regarding:

The structure and terms of your securities offering.
Compliance with Regulation D, state blue sky laws, and other applicable securities regulations.
The use of technology platforms and third-party services in your fundraising process and whether such use has any regulatory implications.
Whether your outreach activities constitute "general solicitation" or "general advertising" under Rule 502(c) of Regulation D.
Broker-dealer registration requirements and exemptions applicable to your activities and the activities of any third parties you engage.
Investment adviser registration requirements and applicable exemptions.
Anti-money laundering, KYC, and OFAC compliance obligations.
Marketing rule compliance under the Advisers Act.

10. Regulatory Change Notice

The regulatory landscape governing capital raising, securities offerings, broker-dealer registration, investment adviser regulation, and related activities is subject to change. New laws, regulations, rules, no-action letters, interpretive guidance, and enforcement actions by the SEC, FINRA, state securities regulators, and other authorities may affect the legal or regulatory characterization of PipelineRoad's services or your use of them.

PipelineRoad monitors regulatory developments relevant to our business but does not provide legal advice regarding the impact of regulatory changes on your specific activities. We reserve the right to modify the Service, our compensation structure, or our disclosures in response to regulatory developments. We will notify users of material changes that may affect their use of the Service.

You are responsible for independently monitoring regulatory developments that may affect your fundraising activities and for seeking legal counsel regarding the implications of any regulatory changes.

11. SEC, FINRA, and State Regulatory References

For additional information regarding the regulation of broker-dealers, investment advisers, and securities offerings, you may consult the following resources:

U.S. Securities and Exchange Commission (SEC): www.sec.gov
FINRA (Financial Industry Regulatory Authority): www.finra.org
FINRA BrokerCheck: brokercheck.finra.org (to verify the registration status of any broker-dealer or registered representative)
SEC EDGAR: www.sec.gov/cgi-bin/browse-edgar (to search for SEC filings including Form D)
SEC Investment Adviser Public Disclosure (IAPD): adviserinfo.sec.gov
North American Securities Administrators Association (NASAA): www.nasaa.org (for state securities regulatory contacts)

You may verify that PipelineRoad is not registered as a broker-dealer by searching FINRA BrokerCheck and the SEC's EDGAR database. You may verify that PipelineRoad is not registered as an investment adviser by searching the SEC's IAPD database.

12. Reporting and Complaints

If you believe that PipelineRoad or any of its users has engaged in activity that may violate federal or state securities laws, you may report such activity to:

The SEC's Office of Investor Education and Advocacy: www.sec.gov/tcr
FINRA's Securities Helpline for Seniors: (844) 574-3577
Your state securities regulator (contact information available at www.nasaa.org)

13. Limitation of Liability for Regulatory Matters

PipelineRoad shall not be liable for any losses, damages, penalties, fines, or other consequences arising from:

Your failure to comply with applicable securities laws, regulations, or other legal requirements.
Any regulatory action taken against you or your fund by the SEC, FINRA, any state securities regulator, or any other governmental or regulatory authority.
Any claim by an investor arising from your capital raising activities, including claims related to fraud, misrepresentation, or failure to register securities.
Any characterization of your use of PipelineRoad's services by a regulatory authority as broker-dealer activity, investment advisory activity, or other regulated activity.
Any changes in law, regulation, or regulatory interpretation that affect the characterization of the Service or your use thereof.

14. Contact Information

For questions about our regulatory status, compliance practices, or this Broker-Dealer Registration Disclosure, please contact us:

Email: legal@pipelineroad.com
Company: PipelineRoad, Inc.

For general legal inquiries, please contact legal@pipelineroad.com.

Effective Date: March 2, 2026