Terms & Conditions

(a)    You are an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act.  An “accredited investor” includes:

• Any natural person that has: (i) an individual net worth, or joint net worth with his or her spouse, of more than $1 million, or (ii) individual income in excess of $200,000, or joint income with his or her spouse in excess of $300,000, in each of the two most recent years and has a reasonable expectation of reaching the same income level in the current year;
• Any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;
• Any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended;
• Any insurance company as defined in Section 2(13) of the Securities Act;
• Any investment company registered under the Investment Company Act of 1940 or a business development company (as defined in Section 2(a)(48) of that Act);
• Any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) or the Small Business Investment Act of 1958, as amended;
• Any private business development company (as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended);
• Any corporation, Massachusetts or similar business trust, partnership or organization described in Code Section 501(c)(3) that has total assets over $5,000,000 and was not formed for the specific purpose of acquiring an Interest;
• Any trust, with total assets in excess of $5,000,000 that was not formed for the specific purpose of acquiring an Interest and whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in an Interest (as described in Rule 506(b)(2)(ii) of Regulation D); and
• Any entity in which all of the equity owners are “accredited investors.”

  For purposes of calculating your net worth, “net worth” is defined as the difference between total assets and total liabilities, including home, home furnishings and personal automobiles.  In the case of fiduciary accounts, the net worth and/or income suitability requirements must be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of an Interest.

(b)   You are (i) a citizen or resident of the U.S. (including certain former citizens and former long-term residents), (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S. or of any political subdivision thereof, (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of the source of such income, or (iv) a trust, if (A) the administration of the trust is subject to the primary supervision of a U.S. court and the trust has one or more U.S. persons with authority to control all substantial decisions or (B) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

(c)   You are not (i) an employee benefit plan within the meaning of section 3(3) of ERISA that is subject to the fiduciary responsibility provisions of Title I of ERISA or a plan within the meaning of Code Section 4975(e)(1) that is subject to Code Section 4975, including a qualified plan (any pension, profit sharing or stock bonus plan that is qualified under Code Section 401(a)) or an individual retirement account, (ii) any person that is directly or indirectly acquiring the Interest on behalf of, as investment manager for, as fiduciary of, as trustee of, or with assets of a plan (including any insurance company using assets in its general or separate account that may constitute assets of a plan), (iii) a charitable remainder trust, or (iv) any other tax-exempt entity.

(d)   You have received, read and fully understand this Memorandum and are basing your decision to invest on the information contained in this Memorandum.  You have relied only on the information contained in this Memorandum and have not relied on any representations made by any other person.

(e)    You understand that an investment in an Interest is highly speculative and involves substantial risks and you are fully cognizant of and understand all of the risks relating to an investment in an Interest, including, but not limited to, those risks discussed in “Risk Factors.”

(f)    Your overall commitment to investments that are not readily marketable is not disproportionate to your individual net worth and your investment in an Interest will not cause such overall commitment to become excessive.

(g)    You have adequate means of providing for your financial requirements, both current and anticipated, and have no need for liquidity in this investment.

(h)   You can bear and are willing to accept the economic risk of losing your entire investment in an Interest.

(i)    You are acquiring an Interest for your own account and for investment purposes only and have no present intention, agreement or arrangement for the distribution, transfer, assignment, resale or subdivision of an Interest.

(j)    You have such knowledge and experience in financial and business matters that you are capable of evaluating the merits of investing in an Interest and have the ability to protect your own interests in connection with such investment.

Sales of Interests shall be limited to a total of 495 persons each of whom qualify as an “accredited investor.”  In no event shall we sell Interests to an aggregate class of “accredited investors” which would require us to register as a reporting company under the Securities Exchange Act of 1934.

Disclaimer
1. This document and the materials contained in it are neither an offer to sell nor a solicitation of an offer to buy any security in any state or jurisdiction.
2. Past performance is not a guarantee of future performance or returns.

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