Legal Disclaimer

The information and possible opportunity described in this Confidential Private Placement Memorandum (“PPM”)” is being made to accredited investors who by reason of their business and financial experience or specialized knowledge are capable of making investment decisions of this type as such term is defined in Regulation D under the Securities Act of 1933 (the “Securities Act”) and does not constitute an offer or solicitation of an offer in any jurisdiction in which such offer or solicitation is not authorized. Before any investment consideration, each person must be determined qualified and receive a PPM. Any analysis presented herein is illustrative in nature, limited in scope, based on best available information and has limitations to its accuracy. The issuer recommends that potential and existing investors conduct thorough investment research of their own, including a detailed review of the offering documents and public information that may be available and consult a qualified investment advisor. The information upon which this material is based was obtained from sources believed to be reliable and reasonable efforts have been made to independently verify the same, but the issuer cannot guarantee its accuracy. Any opinions or estimates constitute the issuer’s best judgment as of the date of publication and are subject to change without notice. Statements, projections and examples made in this PPM and/or any accompanying financial projections should be considered forward-looking and subject to various substantial risks and uncertainties. Such forward-looking statements and/or projections are based on management’s beliefs and assumptions regarding information currently available and are made pursuant to the “safe harbor” provisions of federal securities laws. The Company’s actual performance and results could differ materially from those expressed in the forward-looking statements and/or projections due to certain risks and uncertainties that could materially impact the Company in an adverse fashion and are only predictions of future results, and there can be no assurance that the Company’s actual results will not materially differ from those anticipated in these forward-looking statements and projections. THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND AN INVESTMENT IN THE SECURITIES INVOLVES A HIGH DEGREE OF RISK. INVESTORS SHOULD BE ABLE TO WITHSTAND THE TOTAL LOSS OF THEIR ENTIRE INVESTMENT IN THE SECURITIES THAT ARE THE SUBJECT OF THIS PPM. THE COMPANY IS OFFERING THE SECURITIES SOLELY TO INVESTORS THAT SATISFY CERTAIN SUITABILITY STANDARDS, INCLUDING THE ABILITY TO AFFORD A COMPLETE LOSS OF THEIR INVESTMENT (SEE “RISK FACTORS”). THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR APPLICABLE STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THESE LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“COMMISSION”) OR ANY STATE REGULATORY AUTHORITY NOR HAS THE COMMISSION OR ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS PPM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SECURITIES MAY NOT BE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE ACCEPTABLE TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.