Project Overview

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THE INFORMATION CONTAINED HEREIN IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER, SO￾LICITATION, PURCHASE OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH JURISDICTION. IN MAKING A DECI￾SION TO INVEST, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE  INFORMATION CONTAINED HEREIN AND SUCH OTHER DOCUMENTS MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY OTHER PERSON FOR ANY PURPOSE WHATSOEVER. 

THE INFORMATION CONTAINED HEREIN SHOULD BE INDEPENDENTLY REVIEWED BY EACH PROSPECTIVE INVESTOR AND SUCH INVESTOR’S TAX, LEGAL, INVESTMENT OR OTHER 

ADVISORS. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS INVESTMENT, TAX OR LEGAL ADVICE.

ANY SECURITIES THAT MAY ULTIMATELY BE OFFERED IN CONNECTION WITH THE INFORMATION CONTAINED HEREIN ARE HIGHLY SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. THEY SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT, WHOSE LIQUIDITY REQUIREMENTS ARE CONSISTENT WITH THE COMPANY’S LIMITED LIABILITY COMPANY AGREEMENT’S (“LLC AGREEMENT”) PROVISIONS FOR DISTRIBUTIONS, AND WHO ARE ABLE TO BEAR TAX LIABILITIES GENERATED BY PARTICIPATION UNDER CIRCUMSTANCES WHERE FUNDS MAY NOT BE DISTRIBUTED TO MEET SUCH TAX LIABILITIES.

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. NO SECURITIES IN CONNECTION WITH THE INFORMATION CONTAINED HEREIN HAVE BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EX￾CHANGE COMMISSION (“SEC”) OR ANY OTHER STATE OR FEDERAL AGENCY OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SEC OR OTHER AGENCY OR ANY STATE SE￾CURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

ANY POTENTIAL OFFER AND SALE OF SECURITIES IN CONNECTION WITH THE INFORMATION CONTAINED HEREIN ARE MADE UNDER AN EXEMPTION FROM REGISTRATION AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.