The Recipient agrees that the information contained herein and in all related and ancillary documents shall not be used for any purpose other than to evaluate the transaction described herein, that such information is of a confidential nature and that Recipient will treat it in a strictly confidential manner. Distribution of this presentation to any person other than the Recipient, and those persons retained by the Recipient to advise the Recipient in connection with a possible transaction with the Company and who agree to maintain the confidentiality of this presentation and be bound by the limitations outlined herein, is unauthorized without the prior written consent of the Company. This presentation must not be copied, reproduced, distributed or passed to others at any time without the prior written consent of the Company.

Prospective investors must rely only on the subscription and governing agreements (“Definitive Documents”) relating to the Company for the purpose of facilitating any investment contemplated herein and their own independent investigation thereof as the basis for making any investment decision, including any consultation a prospective investor deems necessary of its own legal, accounting, tax and other advisors. It is intended that the Securities offered hereby will be made available only to “accredited investors,” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. This Memorandum and all other offering materials are submitted in connection with the private offering of the Securities and do not constitute an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation is not authorized. An investment in the Company will involve significant risks, none of which are outlined herein. Investors must have the financial ability and willingness to accept the risks and lack of liquidity characteristics of the investment described herein. There will be no public market for any interest in the Company. Interests in the Company have not been nor will they be registered under the Securities Act of 1934, as amended, or under any applicable state or foreign securities laws, nor have such interests been nor will they be approved or disapproved by the SEC or the securities regulatory authority of any state or foreign jurisdiction. Neither the SEC nor any commissioner of any such state or foreign authority passed upon the accuracy or adequacy of this presentation, and any representation to the contrary is unlawful.