INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
THE SECURITIES OFFERED HEREBY ARE AVAILABLE ONLY TO PERSONS WHO ARE "ACCREDITED
INVESTORS," AS DEFINED IN RULE 501 (a) OF REGULATION D, PROMULGATED UNDER THE
SECURITIES ACT ("REGULATION D"). SEE THE FORM OF SUBSCRIPTION AGREEMENT
CONTAINED IN THE SUBSCRIPTION BOOKLET WITH RESPECT TO CERTAIN REPRESENTATIONS
AND WARRANTIES THAT AN INVESTOR WILL BE REQUIRED TO MAKE.
THIS MEMORANDUM IS NOT SUBJECT TO THE SPECIFIC DISCLOSURE REQUIREMENTS
APPLICABLE TO OFFERINGS THAT ARE MORE WIDELY AVAILABLE. POTENTIAL INVESTORS
SHOULD BE AWARE THAT THIS MEMORANDUM MAY NOT CONTAIN DISCLOSURES THAT ARE AS
DETAILED AND COMPLETE AS WOULD BE FOUND IN A PROSPECTUS OR PRIVATE PLACEMENT
MEMORANDUM SUBJECT TO THE SPECIFIC DISCLOSURE RULES UNDER THE SECURITIES ACT.
THE PURCHASE OR OTHER ACQUISITION OF THE SECURITIES OFFERED HEREBY INVOLVES
SPECIAL RISKS AND OTHER CONSIDERATIONS AND INVESTORS SHOULD CAREFULLY CONSIDER
ALL OF THE INFORMATION CONTAINED IN THIS MEMORANDUM AND ANY SUPPLEMENT HERETO.
THE INFORMATION CONTAINED IN THIS MEMORANDUM HAS BEEN FURNISHED BY THE
COMPANY.
THIS MEMORANDUM CONTAINS SUMMARIES, BELIEVED TO BE ACCURATE, OF
CERTAIN TERMS OF CERTAIN DOCUMENTS, BUT REFERENCE IS MADE TO THE ACTUAL
DOCUMENTS, COPIES OF WHICH WILL EITHER BE MADE AVAILABLE UPON REQUEST OR ARE
CONTAINED IN THE SUBSCRIPTION BOOKLET, FOR THE COMPLETE INFORMATION CONTAINED
THEREIN. ALL SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY THIS REFERENCE.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR ANY REPRESENTATIONS OTHER
THAN THOSE CONTAINED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES OFFERED HEREBY, NOR DOES IT
CONSTITUTE AN OFFER TO SELL TO OR SOLICITATION OF AN OFFER TO BUY FROM ANY
PERSON IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS MEMORANDUM NOR ANY SALE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE INFORMATION SET FORTH HEREIN (INCLUDING IN THE EXHIBITS
HERETO) OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF AND/OR THE DATES
REFERRED TO HEREIN.
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EACH PROSPECTIVE PURCHASER MAY, IF HE OR SHE DESIRES, MAKE INQUIRIES OF
APPROPRIATE MEMBERS OF MANAGEMENT OF THE COMPANY WITH RESPECT TO THE COMPANY'S
BUSINESS OR ANY OTHER MATTERS SET FORTH HEREIN, AND MAY OBTAIN ANY PUBLICLY
AVAILABLE ADDITIONAL INFORMATION THAT SUCH PERSON DEEMS TO BE NECESSARY IN ORDER
TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THIS MEMORANDUM (TO THE
EXTENT THAT THE COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT
UNREASONABLE EFFORT OR EXPENSE). IN CONNECTION WITH SUCH INQUIRY, ANY PUBLICLY
AVAILABLE DOCUMENTS THAT ANY PROSPECTIVE PURCHASER WISHES TO REVIEW WILL BE MADE
AVAILABLE FOR INSPECTION AND COPYING OR PROVIDED UPON REQUEST, SUBJECT TO SUCH
PERSON'S AGREEMENT TO RETURN THE SAME TO