SUBJECT TO THE RECEIPT OF SUCH CERTIFICATION AS THE COMPANY MAY REQUEST, IF
APPLICABLE, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES. IN ADDITION, EACH PURCHASER OF SHARES WILL BE
REQUIRED TO EXECUTE A SUBSCRIPTION AGREEMENT, WHICH IMPOSES SIGNIFICANT
RESTRICTIONS ON THE TRANSFER OF THE SHARES.
IN NO EVENT SHALL THIS MEMORANDUM BE DEEMED TO BE AN OFFER TO ANY PERSON OTHER
THAN THE PERSON TO WHOM IT IS ADDRESSED.
THIS MEMORANDUM IS SUBMITTED IN CONNECTION WITH THE PRIVATE PLACEMENT OF THE
SHARES AND MAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE.
OWNERSHIP OF THE SHARES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
THE COMPANY HAS AGREED TO MAKE AVAILABLE, PRIOR TO THE CONSUMATION OF THE
TRANSACTION CONTEMPLATED HEREIN, TO EACH OFFEREE OF INTERESTS AND ITS
REPRESENTATIVE(S) THE OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM
THE COMPANY OR ANY PERSON ACTING ON ITS BEHALF CONCERNING THE TERMS AND
CONDITIONS OF THIS OFFERING, AND TO OBTAIN ANY ADDITIONAL INFORMATION, TO THE
EXTENT IT POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE
EFFORT OR EXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION SET FORTH
HEREIN.
THERE ARE NO TAX BENEFITS FROM AN INVESTMENT IN THE COMPANY AND ANY INVESTMENT
SHOULD BE MADE SOLELY FOR ECONOMIC REASONS.
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM OR ANY
PRIOR OR SUBSEQUENT COMMUNICATION FROM THE COMPANY, ITS OFFICER, DIRECTORS,
AFFILIATES, OR ANY PROFESSIONAL ASSOCIATED WITH THIS OFFERING, AS LEGAL, TAX OR
INVESTMENT ADVICE. EACH INVESTOR SHOULD CONSULT WITH AND RELY ON ITS OWN
COUNSEL, ACCOUNTANT AND OTHER ADVISERS AS TO LEGAL, TAX AND ECONOMIC
IMPLICATIONS OF THE INVESTMENT DESCRIBED HEREIN AND ITS SUITABILITY.
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NO REPRESENTATION OR WARRANTY IS OR CAN BE MADE AS TO THE ECONOMIC RETURN THAT
MAY ACCRUE TO AN INVESTOR.
NO DISTRIBUTION OF THIS MEMORANDUM IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY
OF ITS CONTENTS, IS PERMITTED UNLESS AUTHORIZED BY THE COMPANY. NO OFFERING
LITERATURE OR ADVERTISING IN WHATEVER FORM SHALL BE EMPLOYED IN THE OFFERING OF
THESE SHARES, EXCEPT THE INFORMATION CONTAINED HEREIN OR AUTHORIZED BY THE
COMPANY. NO PERSON HAS BEEN AUTHORIZED TO MAKE REPRESENTATIONS, OR GIVE ANY
INFORMATION, WITH RESPECT TO THE SHARES, EXCEPT THE INFORMATION CONTAINED
HEREIN.
THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO ANYONE IN ANY
STATE OR IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT
AUTHORIZED.
REFERENCE SHOULD BE MADE TO THE SUPPORTING DOCUMENTS AND OTHER INFORMATION
FURNISHED HEREWITH FOR THE COMPLETE INFORMATION CONCERNING THE RIGHTS AND
OBLIGATIONS OF THE PARTIES THERETO. CERTAIN PROVISIONS OF SUCH AGREEMENTS ARE
SUMMARIZED IN THIS MEMORANDUM, BUT IT SHOULD NOT BE ASSUMED THAT THE SUMMARIES
ARE COMPLETE AND THERE CAN BE NO GUARANTEE THAT SUCH INFORMATION OR THAT
CIRCUMSTANCES HAVE NOT CHANGED SINCE THE DATE OF SUCH INFORMATION AND ANY
UNDERLYING ASSUMPTIONS WEREPROVIDED.
NASAA UNIFORM LEGEND
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN