ANY
WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO,
ANY PERSON, SECURITY, OR TRANSACTION. THE SECURITIES OFFERED HEREIN HAVE NOT
BEEN REGISTERED UNDER SECTION 36b-16 OF THE CONNECTICUT SECURITIES LAW AND
BUSINESS OPPORTUNITY INVESTMENT ACT (THE "CONNECTICUT ACT") AND, THEREFORE,
CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER THE CONNECTICUT ACT OR UNLESS
AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
FOR FLORIDA RESIDENTS
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES ACT
IN RELIANCE UPON EXEMPTION PROVISIONS CONTAINED THEREIN. §517.061(11)(a)(5) OF
THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT (THE "FLORIDA ACT") PROVIDES
THAT WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN THIS STATE, ANY PURCHASER OF
SECURITIES IN FLORIDA WHICH ARE EXEMPTED FROM REGISTRATION UNDER §517.061(11) OF
THE FLORIDA ACT MAY WITHDRAW HIS SUBSCRIPTION AGREEMENT AND RECEIVE A FULL
REFUND OF ALL MONIES PAID, WITHIN THREE BUSINESS DAYS AFTER HE TENDERS
CONSIDERATION FOR SUCH SECURITIES. THEREFORE, ANY FLORIDA RESIDENT WHO PURCHASES
SECURITIES IS ENTITLED TO EXERCISE THE FOREGOING STATUTORY RESCISSION RIGHT
WITHIN THREE BUSINESS DAYS AFTER TENDERING CONSIDERATION FOR THE INVESTMENT
PACKAGES BY TELEPHONE, TELEGRAM, OR LETTER NOTICE TO THE COMPANY AT THE ADDRESS
OR TELEPHONE NUMBER PRINTED ON THE COVER PAGE OF THIS MEMORANDUM. ANY TELEGRAM
OR LETTERS SHOULD BE SENT OR POSTMARKED PRIOR TO THE END OF THE THIRD BUSINESS
DAY. A LETTER SHOULD BE MAILED BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO
ENSURE ITS RECEIPT AND, TO EVIDENCE THE TIME OF MAILING. ANY ORAL REQUESTS
SHOULD BE CONFIRMED IN WRITING.
FOR NEW JERSEY RESIDENTS
THE SECURITIES HAVE NOT BEEN FILED WITH OR REVIEWED BY THE BUREAU OF
SECURITIES OR THE BUREAU CHIEF OF THE STATE OF NEW JERSEY NOR HAS THE BUREAU
CHIEF PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR
GIVEN APPROVAL TO, ANY SECURITY OR TRANSACTION.
FOR NEW YORK RESIDENTS
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE NEW YORK FRAUDULENT
PRACTICES ACT BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE
LIMITED AVAILABILITY OF THE OFFERING. THE SECURITIES CANNOT BE SOLD,
TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS
SUBSEQUENTLY REGISTERED UNDER THE NEW YORK FRAUDULENT PRACTICES ACT, IF SUCH
REGISTRATION IS REQUIRED. THIS MEMORANDUM HAS NOT BEEN REVIEWED BY THE ATTORNEY
GENERAL PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW
YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS
v
UNLAWFUL. THIS PRIVATE OFFERING MEMORANDUM DOES NOT CONTAIN AN UNTRUE STATEMENT
OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE
STATEMENTS MADE IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY ARE MADE, NOT
MISLEADING. IT CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS OF DOCUMENTS
PURPORTED TO BE SUMMARIZED HEREIN.
FOR PENNSYLVANIA RESIDENTS
IF YOU HAVE ACCEPTED AN OFFER TO PURCHASE THESE SECURITIES AND HAVE
RECEIVED A WRITTEN NOTICE EXPLAINING YOUR RIGHT TO WITHDRAW YOUR ACCEPTANCE
PURSUANT TO SECTION 207(m)(2) OF THE PENNSYLVANIA SECURITIES ACT