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IRS Circular 230 Disclosure:
To ensure compliance with requirementsimposed by the IRS, we inform you that
any U.S. tax advice contained in this communication (including anyattachments)
is not intended or written to be used, andcannot be used, for the purpose of (i)
avoidingpenalties under the Internal Revenue Code, or (ii) promoting,marketing or
recommending to another party any matters addressed herein.IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIROWN
EXAMINATION OF THE BUSINESS OPPORTUNITY DESCRIBED IN THE PRIVATEPLACEMENT
MEMORANDUM AND THE TERMS THEREIN, INCLUDING THE MERITS ANDRISKS INVOLVED.
THE COMPANY RECOMMENDS THAT QUALIFIED, PROSPECTIVE INVESTORS THOROUGHLYINVESTIGATE THIS OPPORTUNITY IN ITS ENTIRETY, INCLUDING CONDUCT OF SUCHDUE
DILIGENCE INVESTIGATIONS AS THE QUALIFIED, PROSPECTIVE INVESTOR MAY DEEMAPPROPRIATE, BEFORE MAKING AN INVESTMENT DECISION, THIS MATERIAL IS NOTTO BE
CONSTRUED AS A COMPLETE PRESENTATION OF THE OPPORTUNITY.THIS MATERIAL IS TO
BE CONSIDERED ONLY A GENERAL DESCRIPTIONOF THE BUSINESS OPPORTUNITY AND
THE INVESTOR MUST RELY ONHIS EXAMINATION OF OFFERING MATERIALS, INCLUDING
A LIMITED PARTNERSHIP AGREEMENT,A SUBSCRIPTION AGREEMENT AND A PRIVATE
PLACEMENT MEMORANDUM (COLLECTIVELY,THE “INVESTOR OFFERING MATERIALS”).
THE SECURITIES TO BE OFFEREDIN CONNECTION WITH THE INVESTOR OFFERING
MATERIALS WILL NOT BEREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER THESECURITIES LAWS OF
ANY STATE. FURTHER, SUCH SECURITIES WILL NOTBE PERMITTED TO BE OFFERED OR SOLD
IN THE UNITEDSTATES OR TO “U.S. PERSONS” (AS SUCHTERM IS DEFINED IN REGULATION
S, PROMULGATED UNDER THE SECURITIESACT) UNLESS THE SECURITIES ARE REGISTERED
UNDER THE SECURITIES ACT,OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIESACT IS AVAILABLE.
THE FOLLOWING SUMMARY IS NOT A SOLICITATIONFOR INVESTMENT, IT IS FOR
DISCUSSION AND INFORMATIONAL PURPOSES ONLY.IT IS NOT INTENDED TO BE AND
DOES NOT CONSTITUTEAN OFFER TO SELL OR THE SALE OF ANY SECURITIES.ANY SUCH
OFFER OF SECURITIES SHALL ONLY BE MADE INCONNECTION WITH INVESTOR OFFERING
MATERIALS, AND THE FOLLOWING SUMMARY ISNOT INTENDED TO REPLACE AND MUST
BE READ IN CONNECTIONWITH THE INVESTOR OFFERING MATERIALS.
THE PROJECTIONS SET FORTH HEREIN,IF ANY, HAVE BEEN PREPARED ON THE BASIS OF
CERTAINASSUMPTIONS AND HYPOTHESES, WHICH MAY PROVE TO BE INCORRECT.
FUTUREOPERATING RESULTS ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION OFANY KIND IS MADE RESPECTING THE FUTURE ACCURACY OR COMPLETENESSOF THE
PROJECTIONS. EACH POTENTIAL INVESTOR SHOULD CONSULT HIS ORHER PERSONAL
ACCOUNTANT AND OTHER ADVISORS AS TO THE TAX,ECONOMIC AND OTHER
CONSEQUENCES OF THE PROPOSED INVESTMENT DESCRIBED INTHE PROJECTIONS AND
ITS SUITABILITY FOR THE POTENTIAL INVESTOR.