HEREBY.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATION OR TO GIVE ANY
INFORMATION WITH RESPECT TO THE COMPANY OR THE SECURITIES OFFERED HEREBY, EXCEPT
THE INFORMATION CONTAINED HEREIN (AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME)
OR IN THE EXHIBITS HERETO AND, IF MADE OR GIVEN, SUCH REPRESENTATION OR
INFORMATION MUST NOT BE RELIED UPON. IN MAKING THE DECISION WHETHER TO INVEST,
PROSPECTIVE INVESTORS SHOULD RELY ONLY ON INFORMATION CONTAINED IN THE
INFORMATION DOCUMENTS OR IN THE EXHIBITS HERETO. NEITHER THE DELIVERY OF THE
INFORMATION DOCUMENTS AT ANY TIME NOR ANY SALE MADE PURSUANT HERETO IMPLIES THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE SET FORTH ON THE COVER PAGE HEREOF.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. (SEE THE RISK FACTORS SECTION OF
THE COMPANY'S CONFIDENTIAL OFFERING MEMORANDUM DATED AS OF MARCH 2, 2018 TO
WHICH A FORM OF THIS SUBSCRIPTION AGREEMENT IS APPENDED AS APPENDIX A).
CONSEQUENTLY, ONLY PERSONS WHO CAN AFFORD A TOTAL LOSS OF THEIR INVESTMENT
SHOULD CONSIDER THE PURCHASE OF THE UNITS. SUBSCRIBERS WILL BE REQUIRED TO
REPRESENT, AMONG OTHER THINGS, THAT THEY: (A) ARE FULLY FAMILIAR WITH,
UNDERSTAND AND CAN BEAR SUCH RISKS; (B) UNDERSTAND ALL OF THE TERMS OF THIS
OFFERING; AND; (C) MEET CERTAIN MINIMUM INVESTMENT AND FINANCIAL SOPHISTICATION
CRITERIA.
THE INFORMATION DOCUMENTS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY TO ANY PERSON WHO HAS NOT COMPLETED AND RETURNED A
SUBSCRIPTION AGREEMENT AND A QUALIFIED PURCHASER QUESTIONNAIRE, OR TO ANY PERSON
WHOSE PURCHASER REPRESENTATIVE, IF ANY, HAS NOT COMPLETED AND RETURNED A
QUALIFIED PURCHASER REPRESENTATIVE QUESTIONNAIRE, IN FORM AND SUBSTANCE
SATISFACTORY TO THE COMPANY AND THE PLACEMENT AGENT.
THE COMPANY IS MAKING THIS OFFERING ONLY TO "ACCREDITED INVESTORS" AS DEFINED
UNDER REGULATION D UNDER THE SECURITIES ACT AND MAY, IN ITS SOLE AND ABSOLUTE
DISCRETION, REFUSE TO ACCEPT ANY SUBSCRIPTION. THE PRICE OF THE UNITS HAS BEEN
ARBITRARILY DETERMINED BY THE COMPANY AND SHOULD NOT BE CONSTRUED AS AN
INDICATION OF THE ACTUAL VALUE OF AN EQUITY INTEREST IN THE COMPANY. THE COMPANY
RESERVES THE RIGHT TO WITHDRAW OR AMEND THE TERMS OF THIS OFFERING AT ANY TIME
IN ITS SOLE AND ABSOLUTE DISCRETION, AND TO REJECT ANY SUBSCRIPTION IN WHOLE OR
IN PART.
THE INFORMATION DOCUMENTS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY IN ANY JURISDICTION IN WHICH SUCH SALE OR OFFER OR
SOLICITATION WOULD BE PROHIBITED BY LAW.
THE COMPANY HEREBY EXTENDS TO EACH PROSPECTIVE INVESTOR THE OPPORTUNITY TO ASK
QUESTIONS OF, AND RECEIVE ANSWERS FROM, ITS OFFICERS CONCERNING THE INFORMATION
DOCUMENTS AND TO OBTAIN ANY ADDITIONAL INFORMATION SHE/HE MAY CONSIDER NECESSARY
IN MAKING AN INFORMED INVESTMENT DECISION TO THE EXTENT THAT THE COMPANY
POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR
EXPENSE. ACCESS TO SUCH INFORMATION MAY BE OBTAINED BY DIRECTING REQUESTS TO THE
PLACEMENT AGENT AT DIVINE CAPITAL MARKETS LLC, 39 BROADWAY, 36TH FLOOR., NEW
YORK, NEW YORK