NASAA AND STATE LEGENDS

The following language can be used verbatim in most PPMs.

For more information on why legends are required and what they mean, see
privateplacementadvisors.com

NASAA LEGEND

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN

EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING INCLUDING THE
MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT
BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR
REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE
NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES MAY BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND

RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED
UNDER FEDERAL AND STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE
THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Jurisdictional Legends
FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN
STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND
SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A
PARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR
SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED
TO CONTACT THE COMPANY. THE SECURITIES DESCRIBED IN THIS MEMORANDUM
HAVE ONLY BEEN REGISTERED IN THE STATE OF CALIFORNIA AND NOT UNDER
ANY OTHER STATE SECURITIES LAWS (COMMONLY CALLED "BLUE SKY" LAWS).
THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND
MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION OF SUCH SECURITIES UNDER SUCH LAWS, OR AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED. THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY
THAT A LEGEND MAY BE REQUIRED BY THE STATE AND SHOULD NOT BE
CONSTRUED TO MEAN AN OFFER OF SALE MAY BE MADE IN ANY PARTICULAR
STATE.

1. NOTICE TO ALABAMA RESIDENTS ONLY: THESE SECURITIES ARE OFFERED

PURSUANT TO A CLAIM OF EXEMPTION UNDER THE ALABAMA SECURITIES ACT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN
FILED WITH THE ALABAMA SECURITIES COMMISSION. THE COMMISSION DOES
NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES
IT PASS UPON THE ACCURACY OR COMPLETENESS OF THIS PRIVATE PLACEMENT
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

2. NOTICE TO ALASKA RESIDENTS ONLY: THE SECURITIES OFFERED HAVE NOT

BEEN REGISTERED WITH THE ADMINISTRATOR OF SECURITIES OF THE STATE OF
ALASKA UNDER PROVISIONS OF 3 AAC 08.500-3 AAC 08.504. THE INVESTOR IS
ADVISED THAT THE ADMINISTRATOR HAS MADE ONLY A CURSORY REVIEW OF THE
REGISTRATION STATEMENT AND HAS NOT REVIEWED THIS DOCUMENT SINCE
THE

(3) "TAXABLE INCOME" AS DEFINED IN SECTION 63 OF THE INTERNAL

REVENUE CODE OF 1986, AS AMENDED, DURING THE LAST TAX YEAR AND
ESTIMATED "TAXABLE INCOME" DURING THE CURRENT TAX YEAR
SUBJECT TO A FEDERAL INCOME TAX RATE OF NOT LESS THAN THIRTY-
THREE PERCENT (33%).

IN ORDER TO VERIFY THE FOREGOING, ALL SUBSCRIBERS WHO ARE WYOMING

RESIDENTS WILL BE REQUIRED TO REPRESENT IN THE SUBSCRIPTION
AGREEMENT THAT THEY MEET THESE WYOMING SPECIAL INVESTOR SUITABILITY
REQUIREMENTS.

53. FOR PERSONS WHO ARE NEITHER NATIONALS, CITIZENS, RESIDENTS NOR
ENTITIES OF THE UNITED STATES: THESE SECURITIES HAVE NOT AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT AND , INSOFAR AS SUCH SECURITIES
ARE OFFERED AND SOLD TO PERSONS WHO ARE NEITHER NATIONALS, CITIZENS,
RESIDENTS NOR ENTITIES OF THE UNITED STATES, THEY MAY NOT BE
TRANSFERRED OR RESOLD DIRECTLY OR INDIRECTLY IN THE UNITED STATES, ITS
TERRITORIES OR POSSESSIONS, RESIDENTS OR ENTITIES NORMALLY RESIDENT
THEREIN (OR TO ANY PERSON ACTING FOR THE ACCOUNT OF ANY SUCH
NATIONAL, CITIZEN, ENTITY OR RESIDENT). FURTHER RESTRICTIONS ON
TRANSFER WILL BE IMPOSED TO PREVENT SUCH SECURITIES FROM BEING HELD
BY UNITED STATES PERSONS.

During the course of the Offering and prior to any sale, each offeree of the Shares and his or
her professional advisor(s), if any, are invited to ask questions concerning the terms and
conditions of the Offering and to obtain any additional information necessary to verify the
accuracy of the information set forth herein. Such information will be provided to the extent
the Company possess such information or can acquire it without unreasonable effort or
expense.

EACH PROSPECTIVE INVESTOR WILL BE GIVEN AN OPPORTUNITY TO ASK

QUESTIONS OF, AND RECEIVE ANSWERS FROM, MANAGEMENT OF THE COMPANY
CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING AND TO OBTAIN
ANY ADDITIONAL INFORMATION, TO THE EXTENT THE COMPANY POSSESSES SUCH
INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORTS OR
EXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION
CONTAINED IN THIS MEMORANDUM. IF YOU HAVE ANY QUESTIONS WHATSOEVER
REGARDING THIS OFFERING, OR DESIRE ANY ADDITIONAL INFORMATION OR
DOCUMENTS TO VERIFY OR SUPPLEMENT THE INFORMATION CONTAINED IN THIS
MEMORANDUM, PLEASE WRITE OR CALL:

15
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION
WHICH IS OTHERWISE IN COMPLIANCE WITH THE ACT.

47. NOTICE TO VERMONT RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES DIVISION OF THE STATE OF
VERMONT NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL

48. NOTICE TO VIRGINIA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO

PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE
SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION
UNDER SECTION 13.1-514 OF THE VIRGINIA SECURITIES ACT AND MAY NOT BE RE-
OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH
SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER.

49. NOTICE TO WASHINGTON RESIDENTS ONLY: THE ADMINISTRATOR OF

SECURITIES HAS NOT REVIEWED THE OFFERING OR PRIVATE PLACEMENT
MEMORANDUM AND THE SECURITIES HAVE NOT BEEN REGISTERED IN RELIANCE
UPON THE SECURITIES ACT OF WASHINGTON, CHAPTER 21.20 RCW, AND
THEREFORE, CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER THE
SECURITIES ACT OF WASHINGTON, CHAPTER 21.20 RCW, OR UNLESS AN
EXEMPTION FROM REGISTRATION IS MADE AVAILABLE.

50. NOTICE TO WEST VIRGINIA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN

OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED
THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 15.06(b)(9) OF THE
WEST VIRGINIA SECURITIES LAW AND MAY NOT BE REOFFERED FOR SALE,
TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND
APPLICABLE RULES PROMULGATED THEREUNDER.

51. NOTICE TO WISCONSIN RESIDENTS ONLY: IN ADDITION TO THE INVESTOR

SUITABILITY STANDARDS THAT ARE OTHERWISE APPLICABLE, ANY INVESTOR WHO
IS A WISCONSIN RESIDENT MUST HAVE A NET WORTH (EXCLUSIVE OF HOME,
FURNISHINGS AND AUTOMOBILES) IN EXCESS OF THREE AND ONE-THIRD (3 1/3)
TIMES THE AGGREGATE AMOUNT INVESTED BY SUCH INVESTOR IN THE SHARES
OFFERED HEREIN.

52. FOR WYOMING RESIDENTS ONLY: ALL WYOMING RESIDENTS WHO SUBSCRIBE
TO PURCHASE SHARES OFFERED BY THE COMPANY MUST SATISFY THE
FOLLOWING MINIMUM FINANCIAL SUITABILITY REQUIREMENTS IN ORDER TO
PURCHASE SHARES:

(1) A NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES)

OF TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000 ); AND

(2) THE PURCHASE PRICE OF SHARES SUBSCRIBED FOR MAY NOT EXCEED
TWENTY PERCENT (20%) OF THE NET WORTH OF THE SUBSCRIBER; AND

14
41. NOTICE TO RHODE ISLAND RESIDENTS ONLY: THESE SECURITIES HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE DEPARTMENT OF BUSINESS
REGULATION OF THE STATE OF RHODE ISLAND NOR HAS THE DIRECTOR PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.

42. NOTICE TO SOUTH CAROLINA RESIDENTS ONLY: THESE SECURITIES ARE BEING
OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE SOUTH CAROLINA
UNIFORM SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS NOT BEEN FILED WITH THE SOUTH CAROLINA SECURITIES
COMMISSIONER. THE COMMISSIONER DOES NOT RECOMMEND OR ENDORSE THE
PURCHASE OF ANY SECURITIES, NOR DOES IT PASS UPON THE ACCURACY OR
COMPLETENESS OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

43. NOTICE TO SOUTH DAKOTA RESIDENTS ONLY: THESE SECURITIES ARE BEING
OFFERED FOR SALE IN THE STATE OF SOUTH DAKOTA PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SOUTH DAKOTA BLUE SKY LAW,
CHAPTER 47-31, WITH THE DIRECTOR OF THE DIVISION OF SECURITIES OF THE
DEPARTMENT OF COMMERCE AND REGULATION OF THE STATE OF SOUTH DAKOTA.
THE EXEMPTION DOES NOT CONSTITUTE A FINDING THAT THIS MEMORANDUM IS
TRUE, COMPLETE, AND NOT MISLEADING, NOR HAS THE DIRECTOR OF THE DIVISION
OF SECURITIES PASSED IN ANY WAY UPON THE MERITS OF, RECOMMENDED, OR
GIVEN APPROVAL TO THESE SECURITIES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

44. NOTICE TO TENNESSEE RESIDENT ONLY: THESE SECURITIES HAVE NOT BEEN
REGISTERED WITH THE COMMISSIONER OF INSURANCE OF TENNESSEE. SUCH
REGISTRATION DOES NOT CONSTITUTE A RECOMMENDATION OR ENDORSEMENT
OF ANY SECURITY NOR DOES THE COMMISSIONER PASS UPON THE ACCURACY OR
ADEQUACY OF THE INFORMATION CONTAINED IN THIS MEMORANDUM.

45. NOTICE TO TEXAS RESIDENTS ONLY: THE SECURITIES OFFERED HEREUNDER

HAVE NOT BEEN REGISTERED UNDER APPLICABLE TEXAS SECURITIES LAWS AND,
THEREFORE, ANY PURCHASER THEREOF MUST BEAR THE ECONOMIC RISK OF THE
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE SECURITIES
CANNOT BE RESOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER SUCH
SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
FURTHER, PURSUANT TO §109.13 UNDER THE TEXAS SECURITIES ACT, THE
COMPANY IS REQUIRED TO APPRISE PROSPECTIVE INVESTORS OF THE
FOLLOWING: A LEGEND SHALL BE PLACED, UPON ISSUANCE, ON CERTIFICATES
REPRESENTING SECURITIES PURCHASED HEREUNDER, AND ANY PURCHASER
HEREUNDER SHALL BE REQUIRED TO SIGN A WRITTEN AGREEMENT THAT HE WILL
NOT SELL THE SUBJECT SECURITIES WITHOUT REGISTRATION UNDER APPLICABLE
SECURITIES LAWS, OR EXEMPTIONS THEREFROM.

46. NOTICE TO UTAH RESIDENTS ONLY: THESE SECURITIES ARE BEING OFFERED IN
A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE UTAH
SECURITIES ACT. THE SECURITIES CANNOT BE TRANSFERRED OR SOLD EXCEPT IN
TRANSACTIONS WHICH ARE EXEMPT UNDER THE ACT OR PURSUANT TO AN

13
ON THE INVESTOR'S OWN EXAMINATION OF THE COMPANY CREATING THE
SECURITIES, AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS
INVOLVED IN MAKING AN INVESTMENT DECISION ON THESE SECURITIES.

39. NOTICE TO PENNSYLVANIA RESIDENTS ONLY: EACH PERSON WHO ACCEPTS AN

OFFER TO PURCHASE SECURITIES EXEMPTED FROM REGISTRATION BY SECTION
203(d), DIRECTLY FROM THE ISSUER OR AFFILIATE OF THIS ISSUER, SHALL HAVE
THE RIGHT TO WITHDRAW HIS ACCEPTANCE WITHOUT INCURRING ANY LIABILITY TO
THE SELLER, UNDERWRITER (IF ANY) OR ANY OTHER PERSON WITHIN TWO (2)
BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE ISSUER OF HIS WRITTEN
BINDING CONTRACT OF PURCHASE OR, IN THE CASE OF A TRANSACTION IN WHICH
THERE IS NO BINDING CONTRACT OF PURCHASE, WITHIN TWO (2) BUSINESS DAYS
AFTER HE MAKES THE INITIAL PAYMENT FOR THE SECURITIES BEING OFFERED. IF
YOU HAVE ACCEPTED AN OFFER TO PURCHASE THESE SECURITIES MADE
PURSUANT TO A PROSPECTUS WHICH CONTAINS A NOTICE EXPLAINING YOUR
RIGHT TO WITHDRAW YOUR ACCEPTANCE PURSUANT TO SECTION 207(m) OF THE
PENNSYLVANIA SECURITIES ACT OF 1212 (70 PS § 1-207(m), YOU MAY ELECT, WITHIN
TWO (2) BUSINESS DAYS AFTER THE FIRST TIME YOU HAVE RECEIVED THIS NOTICE
AND A PROSPECTUS TO WITHDRAW FROM YOUR PURCHASE AGREEMENT AND
RECEIVE A FULL REFUND OF ALL MONEYS PAID BY YOU. YOUR WITHDRAWAL WILL
BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH THIS
WITHDRAWAL, YOU NEED ONLY SEND A LETTER OR TELEGRAM TO THE ISSUER (OR
UNDERWRITER IF ONE IS LISTED ON THE FRONT PAGE OF THE PROSPECTUS)
INDICATING YOUR INTENTION TO WITHDRAW. SUCH LETTER OR TELEGRAM SHOULD
BE SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED SECOND
BUSINESS DAY. IF YOU ARE SENDING A LETTER, IT IS PRUDENT TO SEND IT BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED
AND ALSO EVIDENCE THE TIME WHEN IT WAS MAILED. SHOULD YOU MAKE THIS
REQUEST ORALLY, YOU SHOULD ASK WRITTEN CONFIRMATION THAT YOUR
REQUEST HAS BEEN RECEIVED. NO SALE OF THE SECURITIES WILL BE MADE TO
RESIDENTS OF THE STATE OF PENNSYLVANIA WHO ARE NON-ACCREDITED
INVESTORS IF THE AMOUNT OF SUCH INVESTMENT IN THE SECURITIES WOULD
EXCEED TWENTY (20%) OF SUCH INVESTOR'S NET WORTH (EXCLUDING PRINCIPAL
RESIDENCE, FURNISHINGS THEREIN AND PERSONAL AUTOMOBILES). EACH
PENNSYLVANIA RESIDENT MUST AGREE NOT TO SELL THESE SECURITIES FOR A
PERIOD OF TWELVE (12) MONTHS AFTER THE DATE OF PURCHASE, EXCEPT IN
ACCORDANCE WITH WAIVERS ESTABLISHED BY RULE OR ORDER OF THE
COMMISSION. THE SECURITIES HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENT OF THE PENNSYLVANIA SECURITIES ACT
OF 1212. NO SUBSEQUENT RESALE OR OTHER DISPOSITION OF THE SECURITIES
MAY BE MADE WITHIN 12 MONTHS FOLLOWING THEIR INITIAL SALE IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION, EXCEPT IN ACCORDANCE WITH WAIVERS
ESTABLISHED BY RULE OR ORDER OF THE COMMISSION, AND THEREAFTER ONLY
PURSUANT TO AN EFFECTIVE REGISTRATION OR EXEMPTION.

40. NOTICE TO PUERTO RICO RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE OFFICE OF THE COMMISSIONER OF FINANCIAL
INSTITUTIONS OF THE COMMONWEALTH OF Puerto Rico NOR HAS THE
COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL

12
ATTEMPT TO ARRANGE FOR INTERESTED BROKERS TO TRADE OR MAKE A MARKET
IN THE SECURITIES AND TO QUOTE THE SAME IN A PUBLISHED QUOTATION MEDIUM,
HOWEVER, NO SUCH ARRANGEMENTS HAVE BEEN MADE AND THERE IS NO
ASSURANCE THAT ANY BROKERS WILL EVER HAVE SUCH AN INTEREST IN THE
SECURITIES OF THE COMPANY OR THAT THERE WILL EVER BE A MARKET
THEREFORE.

34. NOTICE TO NORTH CAROLINA RESIDENTS ONLY: IN MAKING AN INVESTMENT

DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON
OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING,
INCLUDING MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR
REGULATORY AUTHORITY. FURTHERMORE, THE FORGOING AUTHORITIES HAVE NOT
CONFIRMED ACCURACY OR DETERMINED ADEQUACY OF THIS DOCUMENT.
REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THESE SECURITIES ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT
THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR
AN INDEFINITE PERIOD OF TIME.

35. NOTICE TO NORTH DAKOTA RESIDENTS ONLY: THESE SECURITIES HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE SECURITIES COMMISSIONER OF THE
STATE OF NORTH DAKOTA NOR HAS THE COMMISSIONER PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

36. NOTICE TO OHIO RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO

PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE
SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER SECTION 107.03(2) OF THE OHIO SECURITIES
LAW AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT
IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED
THEREUNDER.

37. NOTICE TO OKLAHOMA RESIDENTS ONLY: THESE SECURITIES ARE OFFERED

FOR SALE IN THE STATE OF OKLAHOMA IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION FOR PRIVATE OFFERINGS. ALTHOUGH A PRIOR FILING OF THIS
MEMORANDUM AND THE INFORMATION HAS BEEN MADE WITH THE OKLAHOMA
SECURITIES COMMISSION, SUCH FILING IS PERMISSIVE ONLY AND DOES NOT
CONSTITUTE AN APPROVAL, RECOMMENDATION OR ENDORSEMENT, AND IN NO
SENSE IS TO BE REPRESENTED AS AN INDICATION OF THE INVESTMENT MERIT OF
SUCH SECURITIES. ANY SUCH REPRESENTATION IS UNLAWFUL.

38. NOTICE TO OREGON RESIDENTS ONLY: THE SECURITIES OFFERED HAVE BEEN
REGISTERED WITH THE CORPORATION COMMISSION OF THE STATE OF OREGON
UNDER PROVISIONS OF OAR 815 DIVISION 36. THE INVESTOR IS ADVISED THAT THE
COMMISSIONER HAS MADE ONLY A CURSORY REVIEW OF THE REGISTRATION
STATEMENT AND HAS NOT REVIEWED THIS DOCUMENT SINCE THE DOCUMENT IS
NOT REQUIRED TO BE FILED WITH THE COMMISSIONER. THE INVESTOR MUST RELY

11
SECURITIES LAW. THE INVESTOR IS HEREBY ADVISED THAT THE ATTORNEY
GENERAL OF THE STATE OF NEVADA HAS NOT PASSED ON OR ENDORSED THE
MERITS OF THIS OFFERING AND THE FILING OF THE OFFERING WITH THE BUREAU
OF SECURITIES DOES NOT CONSTITUTE APPROVAL OF THE ISSUE, OR SALE
THEREOF, BY THE BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND
PUBLIC SAFETY OF THE STATE OF NEVADA. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL. NEVADA ALLOWS THE SALE OF SECURITIES TO 25 OR
FEWER PURCHASERS IN THE STATE WITHOUT REGISTRATION. HOWEVER, CERTAIN
CONDITIONS APPLY, I.E., THERE CAN BE NO GENERAL ADVERTISING OR
SOLICITATION AND COMMISSIONS ARE LIMITED TO LICENSED BROKER-DEALERS.
THIS EXEMPTION IS GENERALLY USED WHERE THE PROSPECTIVE INVESTOR IS
ALREADY KNOWN AND HAS A PRE-EXISTING RELATIONSHIP WITH THE COMPANY.
(SEE NRS 90.530.11.)

30. NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY: NEITHER THE FACT THAT A
REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE UNDER THIS
CHAPTER HAS BEEN FILED WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT
THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE
STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE
THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO
ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

31. NOTICE TO NEW JERSEY RESIDENTS ONLY: IF YOU ARE A NEW JERSEY
RESIDENT AND YOU ACCEPT AN OFFER TO PURCHASE THESE SECURITIES
PURSUANT TO THIS MEMORANDUM, YOU ARE HEREBY ADVISED THAT THIS
MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE ATTORNEY
GENERAL OF THE STATE OF NEW JERSEY PRIOR TO ITS ISSUANCE AND USE. THE
ATTORNEY GENERAL OF THE STATE OF NEW JERSEY HAS NOT PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.

32. NOTICE TO NEW MEXICO RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES DIVISION OF THE NEW MEXICO
DEPARTMENT OF BANKING NOR HAS THE SECURITIES DIVISION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

33. NOTICE TO NEW YORK RESIDENTS ONLY: THIS DOCUMENT HAS NOT BEEN
REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS
ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS
NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE COMPANY HAS TAKEN NO
STEPS TO CREATE AN AFTER MARKET FOR THE SHARES OFFERED HEREIN AND HAS
MADE NO ARRANGEMENTS WITH BROKERS OF OTHERS TO TRADE OR MAKE A
MARKET IN THE SHARES. AT SOME TIME IN THE FUTURE, THE COMPANY MAY

10
OF THE MICHIGAN SECURITIES ACT. THE SECURITIES CANNOT BE SOLD OR
TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE ACT OR
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A
TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH THE ACT.

24. NOTICE TO MINNESOTA RESIDENTS ONLY: THESE SECURITIES BEING OFFERED

HEREBY HAVE NOT BEEN REGISTERED UNDER CHAPTER 80A OF THE MINNESOTA
SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO REGISTRATION, OR AN EXEMPTION
THEREFROM.

25. NOTICE TO MISSISSIPPI RESIDENTS ONLY: THE SHARES ARE OFFERED

PURSUANT TO A CLAIM OF EXEMPTION UNDER THE MISSISSIPPI SECURITIES ACT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED
WITH THE MISSISSIPPI SECRETARY OF STATE OR WITH THE SECURITIES AND
EXCHANGE COMMISSION. NEITHER THE SECRETARY OF STATE NOR THE
COMMISSION HAS PASSED UPON THE VALUE OF THESE SECURITIES, OR APPROVED
OR DISAPPROVED THIS OFFERING. THE SECRETARY OF STATE DOES NOT
RECOMMEND THE PURCHASE OF THESE OR ANY OTHER SECURITIES. EACH
PURCHASER OF THE SECURITIES MUST MEET CERTAIN SUITABILITY STANDARDS
AND MUST BE ABLE TO BEAR AN ENTIRE LOSS OF THIS INVESTMENT. THE
SECURITIES MAY NOT BE TRANSFERRED FOR A PERIOD OF ONE (1) YEAR EXCEPT IN
A TRANSACTION WHICH IS EXEMPT UNDER THE MISSISSIPPI SECURITIES ACT OR IN
A TRANSACTION IN COMPLIANCE WITH THE MISSISSIPPI SECURITIES ACT.

26. FOR MISSOURI RESIDENTS ONLY: THE SECURITIES OFFERED HEREIN WILL BE
SOLD TO, AND ACQUIRED BY, THE PURCHASER IN A TRANSACTION EXEMPT UNDER
SECTION 4.G OF THE MISSOURI SECURITIES LAW OF 1953, AS AMENDED. THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF
MISSOURI. UNLESS THE SECURITIES ARE SO REGISTERED, THEY MAY NOT BE
OFFERED FOR SALE OR RESOLD IN THE STATE OF MISSOURI, EXCEPT AS A
SECURITY, OR IN A TRANSACTION EXEMPT UNDER SAID ACT.

27. NOTICE TO MONTANA RESIDENTS ONLY: IN ADDITION TO THE INVESTOR

SUITABILITY STANDARDS THAT ARE OTHERWISE APPLICABLE, ANY INVESTOR WHO
IS A MONTANA RESIDENT MUST HAVE A NET WORTH (EXCLUSIVE OF HOME,
FURNISHINGS AND AUTOMOBILES) IN EXCESS OF FIVE (5) TIMES THE AGGREGATE
AMOUNT INVESTED BY SUCH INVESTOR IN THE SHARES.

28. NOTICE TO NEBRASKA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER

TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE
SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER CHAPTER 15 OF THE NEBRASKA SECURITIES
LAW AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT
IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED
THEREUNDER.

29. NOTICE TO NEVADA RESIDENTS ONLY: IF ANY INVESTOR ACCEPTS ANY OFFER
TO PURCHASE THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE
SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER SECTION 49:3-60(b) OF THE NEVADA

9
IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED
THEREUNDER.

19. NOTICE TO LOUISIANA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER

TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE
SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER RULE 1 OF THE LOUISIANA SECURITIES LAW
AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN
COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED
THEREUNDER.

20. NOTICE TO MAINE RESIDENTS ONLY: IF YOU ARE A MAINE RESIDENT AND YOU
ACCEPT AN OFFER TO PURCHASE THESE SECURITIES PURSUANT TO THIS
MEMORANDUM, YOU ARE HEREBY ADVISED THAT THESE SECURITIES ARE BEING
SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE BANK
SUPERINTENDENT OF THE STATE OF MAIN UNDER SECTION 874-A(3) OF TITLE 32 OF
THE MAINE REVISED STATUTES OF 1964, AS AMENDED, WHICH EXEMPTION RELATES
TO TRANSACTIONS BY AN ISSUER NOT INVOLVING ANY PUBLIC OFFERING WITHIN
THE MEANING OF SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND
THE RULES AND REGULATIONS THEREUNDER, INCLUDING TRANSACTIONS EXEMPT
FROM REGISTRATION UNDER RULE 504 OF THE SECURITIES AND EXCHANGE
COMMISSION OR ANY SUCCESSOR RULE ADOPTED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND ANY TRANSACTIONS WHICH CONSTITUTE NON-PUBLIC
OFFERINGS UNDER RULES AND REGULATIONS ADOPTED BY THE BANK
SUPERINTENDED PURSUANT TO SECTION 106, 807 OR 873, SUBSECTION 6 OF SAID
TITLE 32. THESE SECURITIES MAY BE DEEMED RESTRICTED SECURITIES AND AS
SUCH THE HOLDER MAY NOT BE ABLE TO RESELL THE SECURITIES UNLESS
PURSUANT TO REGISTRATION UNDER STATE OR FEDERAL SECURITIES LAWS OR
UNLESS AN EXEMPTION UNDER SUCH LAWS EXISTS.

21. NOTICE TO MARYLAND RESIDENTS ONLY: IF YOU ARE A MARYLAND RESIDENT

AND YOU ACCEPT AN OFFER TO PURCHASE THESE SECURITIES PURSUANT TO THIS
MEMORANDUM, YOU ARE HEREBY ADVISED THAT THESE SECURITIES ARE BEING
SOLD AS A TRANSACTION EXEMPT UNDER SECTION 11-602(9) OF THE MARYLAND
SECURITIES ACT. THE SHARES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN
THE STATE OF MARYLAND. ALL INVESTORS SHOULD BE AWARE THAT THERE ARE
CERTAIN RESTRICTIONS AS TO THE TRANSFERABILITY OF THE SHARES.

22. NOTICE TO MASSACHUSETTS RESIDENTS ONLY: THESE SECURITIES HAVE NOT

BEEN APPROVED OR DISAPPROVED BY THE SECURITIES DIVISION OF THE
COMMONWEALTH OF MASSACHUSETTS NOR HAS THE SECRETARY OF THE
COMMONWEALTH PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. TO
RESIDENTS OF MASSACHUSETTS: NO SALE OF THE SECURITIES WILL BE MADE TO
RESIDENTS OF THE STATE OF MASSACHUSETTS WHO ARE UNACCREDITED
INVESTORS IF THE AMOUNT OF SUCH INVESTMENT IN THE SECURITIES WOULD
EXCEED TEN PERCENT (10%) OF SUCH INVESTOR'S NET WORTH (EXCLUDING
PRINCIPAL RESIDENCE, FURNISHINGS THEREIN AND PERSONAL AUTOMOBILES).

23. NOTICE TO MICHIGAN RESIDENTS ONLY: THESE SECURITIES ARE BEING

OFFERED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS

8
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13. NOTICE TO IDAHO RESIDENTS ONLY: THESE SECURITIES EVIDENCED HEREBY

HAVE NOT BEEN REGISTERED UNDER THE IDAHO SECURITIES ACT IN RELIANCE
UPON EXEMPTION FROM REGISTRATION PURSUANT TO SECTION 30-1345(1) OR (8)
THEREOF AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED
EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SAID ACT OR PURSUANT TO
AN EFFECTIVE REGISTRATION UNDER SAID ACT.

14. NOTICE TO ILLINOIS RESIDENTS: THESE SECURITIES HAVE NOT BEEN

APPROVED OR DISAPPROVED BY THE SECRETARY OF THE STATE OF ILLINOIS NOR
HAS THE STATE OF ILLINOIS PASSED UPON THE ACCURACY OR ADEQUACY OF THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

15. NOTICE TO INDIANA RESIDENTS ONLY: THESE SECURITIES ARE OFFERED

PURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION 23-2-1-2 OF THE INDIANA
SECURITIES LAW AND HAVE NOT BEEN REGISTERED UNDER SECTION 23-2-1-3. THEY
CANNOT THEREFORE BE RESOLD UNLESS THEY ARE REGISTERED UNDER SAID LAW
OR UNLESS AN EXEMPTION FORM REGISTRATION IS AVAILABLE. A CLAIM OF
EXEMPTION UNDER SAID LAW HAS BEEN FILED, AND IF SUCH EXEMPTION IS NOT
DISALLOWED SALES OF THESE SECURITIES MAY BE MADE. HOWEVER, UNTIL SUCH
EXEMPTION IS GRANTED, ANY OFFER MADE PURSUANT HERETO IS PRELIMINARY
AND SUBJECT TO MATERIAL CHANGE.

16. NOTICE TO IOWA RESIDENTS ONLY: IOWA RESIDENTS MUST MEET THE
FOLLOWING STANDARDS: (1) YOU MUST HAVE A NET WORTH OF $450,000
(EXCLUSIVE OF HOME, AUTOMOBILES, AND FURNISHINGS), IN CONJUNCTION WITH A
MINIMUM PURCHASE; OR (2) YOU MUST HAVE A NET WORTH OF $1,000,000
(EXCLUSIVE OF HOME, AUTOMOBILES AND FURNISHINGS), OR $12,500 (EXCLUSIVE
OF HOME, AUTOMOBILES AND FURNISHINGS), AND A 50% TAX BRACKET, IN
CONJUNCTION WITH A MINIMUM PURCHASE; OR (3) YOU MUST BE AN "ACCREDITED
INVESTOR" AS DEFINED IN SECTION 203.501(a)(4), (5), (6) OR (7) OF THE FEDERAL
REGULATION D.

17. NOTICE TO KANSAS RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO

PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE
SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER SECTION 81-5-6 OF THE KANSAS SECURITIES
ACT AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT
IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED
THEREUNDER.

18. NOTICE TO KENTUCKY RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER

TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE
SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER RULE 808 OF THE KENTUCKY SECURITIES
ACT AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT

7
8. NOTICE TO DELAWARE RESIDENTS ONLY: IF YOU ARE A DELAWARE RESIDENT,
YOU ARE HEREBY ADVISED THAT THESE SECURITIES ARE BEING OFFERED IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
DELAWARE SECURITIES ACT. THE SECURITIES CANNOT BE SOLD OR TRANSFERRED
EXCEPT IN A TRANSACTION

9. NOTICE TO DISTRICT OF COLUMBIA RESIDENTS ONLY: THESE SECURITIES HAVE

NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES BUREAU OF THE
DISTRICT OF COLUMBIA NOR HAS THE COMMISSIONER PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.

10. NOTICE TO FLORIDA RESIDENTS ONLY: THE SHARES DESCRIBED HEREIN HAVE
NOT BEEN REGISTERED WITH THE FLORIDA DIVISION OF SECURITIES AND
INVESTOR PROTECTION UNDER THE FLORIDA SECURITIES ACT. THE SHARES
REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY THE HOLDER IN A
TRANSACTION EXEMPT UNDER SECTION 517.061 OF SAID ACT. THE SHARES HAVE
NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA. IN ADDITION,
ALL OFFEREES WHO ARE FLORIDA RESIDENTS SHOULD BE AWARE THAT SECTION
517.061(11)(a)(5) OF THE ACT PROVIDES, IN RELEVANT PART, AS FOLLOWS: "WHEN
SALES ARE MADE TO FIVE OR MORE PERSONS IN [FLORIDA], ANY SALE IN [FLORIDA]
MADE PURSUANT TO [THIS SECTION] IS VOIDABLE BY THE PURCHASER IN SUCH
SALE EITHER WITHIN 3 DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS
MADE BY THE PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER OR AN
ESCROW AGENT OR WITHIN 3 DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS
COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER." THE
AVAILABILITY OF THE PRIVILEGE TO VOID SALES PURSUANT TO SECTION 517.061(11)
IS HEREBY COMMUNICATED TO EACH FLORIDA OFFEREE. EACH PERSON ENTITLED
TO EXERCISE THE PRIVILEGE TO AVOID SALES GRANTED BY SECTION 517.061 (11)
(A)(5) AND WHO WISHES TO EXERCISE SUCH RIGHT, MUST, WITHIN 3 DAYS AFTER
THE TENDER OF ANY AMOUNT TO THE COMPANY OR TO ANY AGENT OF THE
COMPANY (INCLUDING THE SELLING AGENT OR ANY OTHER DEALER ACTING ON
BEHALF OF THE PARTNERSHIP OR ANY SALESMAN OF SUCH DEALER) OR AN
ESCROW AGENT CAUSE A WRITTEN NOTICE OR TELEGRAM TO BE SENT TO THE
COMPANY AT THE ADDRESS PROVIDED IN THIS CONFIDENTIAL EXECUTIVE
SUMMARY. SUCH LETTER OR TELEGRAM MUST BE SENT AND, IF POSTMARKED,
POSTMARKED ON OR PRIOR TO THE END OF THE AFOREMENTIONED THIRD DAY. IF
A PERSON IS SENDING A LETTER, IT IS PRUDENT TO SEND SUCH LETTER BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ASSURE THAT IT IS RECEIVED
AND ALSO TO EVIDENCE THE TIME IT WAS MAILED. SHOULD A PERSON MAKE THIS
REQUEST ORALLY, HE MUST ASK FOR WRITTEN CONFIRMATION THAT HIS REQUEST
HAS BEEN RECEIVED.

11. NOTICE TO GEORGIA RESIDENTS ONLY: THESE SECURITIES ARE OFFERED IN A

TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
GEORGIA SECURITIES ACT PURSUANT TO SECTION 9(m). THE SECURITIES CANNOT
BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER
THE ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT OR IN A TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH THE ACT.

6
DOCUMENT IS NOT REQUIRED TO BE FILED WITH THE ADMINISTRATOR. THE FACT
OF REGISTRATION DOES NOT MEAN THAT THE ADMINISTRATOR HAS PASSED IN ANY
WAY UPON THE MERITS, RECOMMENDED, OR APPROVED THE SECURITIES. ANY
REPRESENTATION TO THE CONTRARY IS A VIOLATION OF 45.55.170. THE INVESTOR
MUST RELY ON THE INVESTOR'S OWN EXAMINATION OF THE PERSON OR ENTITY
CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE
MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION ON THESE
SECURITIES.

3. NOTICE TO ARIZONA RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN

REGISTERED UNDER THE ARIZONA SECURITIES ACT IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION PURSUANT TO A.R.S. SECTION 44-1844 (1) AND
THEREFORE CANNOT BE RESOLD UNLESS THEY ARE ALSO REGISTERED OR
UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

4. NOTICE TO ARKANSAS RESIDENTS ONLY: THESE SECURITIES ARE OFFERED IN

RELIANCE UPON CLAIMS OF EXEMPTION UNDER THE ARKANSAS SECURITIES ACT
AND SECTION 4(2) OF THE SECURITIES ACT OF 1933. A REGISTRATION STATEMENT
RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE ARKANSAS
SECURITIES DEPARTMENT OR WITH THE SECURITIES AND EXCHANGE COMMISSION.
NEITHER THE DEPARTMENT NOR THE COMMISSION HAS PASSED UPON THE VALUE
OF THESE SECURITIES, MADE ANY RECOMMENDATIONS AS TO THEIR PURCHASE,
APPROVED OR DISAPPROVED THIS OFFERING OR PASSED UPON THE ADEQUACY
OR ACCURACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY
IS UNLAWFUL.

5. FOR CALIFORNIA RESIDENTS ONLY: THE SALE OF THE SECURITIES WHICH ARE
THE SUBJECT OF THIS OFFERING HAS NOT BEEN QUALIFIED WITH COMMISSIONER
OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH
SECURITIES OR PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION
THEREFORE PRIOR TO SUCH QUALIFICATIONS IS UNLAWFUL, UNLESS THE SALE OF
SECURITIES IS EXEMPTED FROM QUALIFICATION BY SECTION 25100, 25102, OR
25104 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO
THIS OFFERING ARE EXPRESSLY CONDITION UPON SUCH QUALIFICATIONS BEING
OBTAINED, UNLESS THE SALE IS SO EXEMPT.

6. FOR COLORADO RESIDENTS ONLY: THE SECURITIES HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
COLORADO SECURITIES ACT OF 1991 BY REASON OF SPECIFIC EXEMPTIONS
THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE
SECURITIES CANNOT BE RESOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO
ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE COLORADO SECURITIES ACT OF
1991, IF SUCH REGISTRATION IS REQUIRED.

7. NOTICE TO CONNECTICUT RESIDENTS ONLY: SHARES ACQUIRED BY

CONNECTICUT RESIDENTS ARE BEING SOLD AS A TRANSACTION EXEMPT UNDER
SECTION 36-409(b)(9)(A) OF THE CONNECTICUT UNIFORM SECURITIES ACT. THE
SHARES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF
CONNECTICUT. ALL INVESTORS SHOULD BE AWARE THAT THERE ARE CERTAIN
RESTRICTIONS AS TO THE TRANSFERABILITY OF THE SHARES.

5
The following language can be used verbatim in most PPMs. For more information on why legends
are required and what they mean, see regdlaw.com and privateplacementadvisors.com

NASAA LEGEND

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN

EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING INCLUDING THE
MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR
REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE
NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES MAY BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND

RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED
UNDER FEDERAL AND STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE
THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME.

Jurisdictional Legends
FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN
STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND
SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A
PARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR
SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED
TO CONTACT THE COMPANY. THE SECURITIES DESCRIBED IN THIS MEMORANDUM
HAVE ONLY BEEN REGISTERED IN THE STATE OF CALIFORNIA AND NOT UNDER ANY
OTHER STATE SECURITIES LAWS (COMMONLY CALLED "BLUE SKY" LAWS). THESE
SECURITIES MUST BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT
BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF
SUCH SECURITIES UNDER SUCH LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE PRESENCE
OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE
REQUIRED BY THE STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER
OF SALE MAY BE MADE IN ANY PARTICULAR STATE.

3. NOTICE TO ALABAMA RESIDENTS ONLY: THESE SECURITIES ARE OFFERED

PURSUANT TO A CLAIM OF EXEMPTION UNDER THE ALABAMA SECURITIES ACT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED
WITH THE ALABAMA SECURITIES COMMISSION. THE COMMISSION DOES NOT
RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES IT
PASS UPON THE ACCURACY OR COMPLETENESS OF THIS PRIVATE PLACEMENT
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

4. NOTICE TO ALASKA RESIDENTS ONLY: THE SECURITIES OFFERED HAVE NOT

BEEN REGISTERED WITH THE ADMINISTRATOR OF SECURITIES OF THE STATE OF
ALASKA UNDER PROVISIONS OF 3 AAC 08.500-3 AAC 08.504. THE INVESTOR IS
ADVISED THAT THE ADMINISTRATOR HAS MADE ONLY A CURSORY REVIEW OF THE
REGISTRATION STATEMENT AND HAS NOT REVIEWED THIS DOCUMENT SINCE THE
4