TO BUY THE SECURITIES NOR WILL THERE BE ANY SALE OF THE SECURITIES IN ANY
JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.
ANY
DISTRIBUTION OF THIS MEMORANDUM BY THE OFFEREE IN WHOLE OR IN PART IS
UNAUTHORIZED.
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS
LEGAL ADVICE.
EACH INVESTOR SHOULD CONSULT HIS OWN COUNSEL AS TO LEGAL AND
RELATED MATTERS CONCERNING HIS INVESTMENT.
NO OFFERING LITERATURE OR ADVERTISING IN WHATEVER FORM WILL BE EMPLOYED IN THE
OFFERING OF THE SECURITIES.
EXCEPT FOR THIS MEMORANDUM OR STATEMENTS OR
DOCUMENTS CONTAINED HEREIN, NO PERSON HAS BEEN AUTHORIZED TO MAKE
REPRESENTATIONS, OR GIVE ANY INFORMATION, WITH RESPECT TO THE SECURITIES OFFERED
HEREBY EXCEPT THE INFORMATION CONTAINED HEREIN.
THE INFORMATION CONTAINED IN THIS MEMORANDUM IS STRICTLY CONFIDENTIAL.
THIS
MEMORANDUM AND THE INFORMATION CONTAINED IN IT SHALL NOT BE USED OTHER THAN BY
THE PERSON TO WHOM IT IS DIRECTED FOR THE PURPOSE OF EVALUATING A POTENTIAL
INVESTMENT IN THE COMPANY AND MUST NOT BE COPIED, REPRODUCED, DISTRIBUTED OR
PASSED TO OTHERS OTHER THAN ATTORNEYS OR FINANCIAL ADVISORS REQUIRED FOR SUCH
EVALUATION AND SUBJECT TO THESE CONFIDENTIALITY OBLIGATIONS.
BY ACCEPTING
DELIVERY OF THIS MEMORANDUM, A PROSPECTIVE INVESTOR AGREES TO THE FOREGOING
CONFIDENTIALITY OBLIGATIONS AND FURTHER AGREES PROMPTLY TO RETURN TO THE COMPANY
THIS MEMORANDUM AND ANY OTHER DOCUMENTS OR INFORMATION FURNISHED IF THE
PROSPECTIVE INVESTOR ELECTS NOT TO PURCHASE ANY OF THE SECURITIES OFFERED HEREBY
OR IF THE OFFERING IS TERMINATED OR WITHDRAWN.
The foregoing is in addition to,
and shall not alter or impair, any other confidentiality agreements entered into
by the recipient.
2
CONNECTICUT RESIDENTS
THE SECURITIES REFERRED TO IN THIS MEMORANDUM WILL BE SOLD PURSUANT TO THE
EXEMPTION SET OUT IN SECTION 36-490(B)(9) OF THE CONNECTICUT UNIFORM SECURITIES
ACT.
THE UNITS HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF
CONNECTICUT. THE UNITS CANNOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION
WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE BANKING COMMISSIONER OF THE STATE OF CONNECTICUT, NOR HAS THE
COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING.
ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
CALIFORNIA RESIDENTS
THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS OFFERING HAS NOT BEEN
QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND
THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE
OF SECURITIES IS EXEMPTED FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF
THE CALIFORNIA CORPORATIONS CODE.
THE RIGHTS OF ALL PARTIES TO THIS OFFERING
ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATIONS BEING OBTAINED, UNLESS THE
SALE IS SO EXEMPT.
NEW YORK RESIDENTS
THE OFFERING LITERATURE USED IN CONNECTION WITH THE OFFERING HAS NOT BEEN FILED
WITH OR REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS