Terms of Use and Conditions

Use and Acceptance

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‍These terms of use (the “terms of use”) are a legal contract between you and The Lightstone Group, LLC, and its subsidiaries and affiliates (collectively “Lightstone,” “we,” or “us”). The terms explain how you are permitted to use the website located at the URL:http://www.lightstonegroup.com as well as all associated sites linked to lightstonegroup.com or lightstonecapitalmarkets.com by Lightstone, or our subsidiaries and affiliated companies (collectively, our “site”). By using our site, and any tools or services offered or provided by Lightstone and/or its subsidiaries, affiliates and/or partners through or as a result of your use of our site (collectively, the “services”), you are agreeing to all the terms contained in these terms of use.Lightstone may also require that you agree to other specific terms and conditions at the time you use or sign up for certain services. Those other terms and conditions are incorporated by reference. Your use of our site or of any services constitutes your agreement to all such terms, conditions and notices. Please read these terms of use carefully. If you do not agree to these terms of use, you may not use our site or any services offered or provided through our site.

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‍Modification

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‍Lightstone may update and change our site and/or these terms of use from time to time without notice to you. If Lightstone changes these terms of use, Lightstone will post the updated terms of use to this website and by providing notice on the main page of the website. You agree that by using our site or services or engaging in any of the activities described in these terms of use after changes have been made to these terms of use, you are agreeing to accept and comply with the updated terms of use.

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‍Authority

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‍By using our site, you represent, acknowledge, and agree that you are at least 18 years of age, that you have the legal right and ability to agree to these terms of use, and that you will use our site, the services, and any products or services received as a result of your use of the services in a manner consistent with these terms of use.

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‍Privacy Policy

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‍Please review the Lightstone Privacy Policy (the “Privacy Policy”) which explains how we use information that you submit to Lightstone.

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Authorized Use, Copyrights and Trademarks

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‍Our site and the services may contain copyrighted works and trademarks and other proprietary material owned by Lightstone or its content providers.If no restrictions are displayed, you may download, view and copy the information available from our site for non-commercial personal or educational purposes only, provided that each copy includes any copyright, trademark or service mark notice or attribution as they appear on the pages copied. Except as stated above, you may not copy, reproduce, publish, post, transmit, display, store, sublicense, transfer or distribute material or images from our site without the express written permission of Lightstone and/or its content providers.You may not modify, alter, revise, paraphrase, omit, or change any material or images on or from our site without the express written permission of Lightstone and/or its content providers.You may not create derivative works, whether based in whole or in part upon the information on our site or any portion thereof, except as expressly authorized. You may not modify, amend, reduce the size of or in any way obliterate any warning, notice, liability limitation, or other license provision in material or images on or from this and provided by Lightstone for itself or other content providers. You may not assign, sublicense, transfer, pledge, lease, rent or share your rights under these terms of use, unless otherwise agreed to in writing by Lightstone.Nothing contained on our site or the services should be construed as granting, by implication, estoppel or otherwise, any license or right in and to Lightstone trademarks or copyrighted material of Lightstone or any third party without the express written permission of the applicable party.You also agree not to use our site or services for any unlawful purpose. You agree to comply with reasonable written requests by Lightstone to protect the information providers’ and Lightstone’s respective rights in the information contained in our site or as a part of the services.If you breach any of these terms of use, the above license will terminate automatically and you must immediately destroy any downloaded or printed content.When using our site or the services, you agree to abide by common standards of etiquette and act in accordance with the law. For example, you agree not to:

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• Post anything contrary to our public image, goodwill or reputation.
• Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
• Discuss or incite illegal activity.
• Abuse, harass, stalk, threaten, defame, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• Use racially, ethnically, or otherwise offensive language.
• Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
• Post anything that exploits children or minors or that depicts cruelty to animals.
• Post any copyrighted or trademarked materials without the express permission from the owner.
• Disseminate any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of such solicitation.
• Use any robot, spider, scraper or other automated means to access our site.
• Alter the opinions or comments posted by others on our site.

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This list of prohibitions provides examples, and it is not complete or exclusive. Lightstone reserves the right to terminate access to your account, your ability to post to our site with or without cause and with or without notice, for any reason or no reason, or for any action that Lightstone determines is inappropriate or disruptive to our site or to any other user of our site.Lightstone may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Lightstone’s discretion, Lightstone will cooperate with law enforcement agencies in any investigation of alleged illegal activity on our site or on the Internet.

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‍Limitation of Liability

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‍BY ACCESSING OUR SITE OR USING OR RECEIVING ANY SERVICES, YOU AGREE TO HOLD HARMLESS AND WAIVE ALL CLAIMS AGAINST LIGHTSTONE AND ALL THIRD PARTY CONTENT PROVIDERS REGARDING THE INFORMATION PROVIDED ON OUR SITE, ANY INFORMATION RECEIVED BY YOU AS A RESULT OF USING THE SERVICES, AND ANY USE BY YOU OF SUCH INFORMATION.  YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL LIGHTSTONE OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING OUR SITE OR ITS CONTENTS OR SERVICES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF PROFITS, GOOD WILL, BUSINESS INTERRUPTION, USE, DATA, EQUIPMENT OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT RESULT FROM (A) THE USE OF OR INABILITY TO USE OUR SITE OR ANY SERVICES (B) THE CONSEQUENCES OF ANY DECISION MADE OR ACTION OR NON-ACTION TAKEN BY YOU OR BY ANYONE TO WHOM YOU COMMUNICATE SUCH INFORMATION, OR FOR ANY ERRORS BY YOU IN COMMUNICATING SUCH INFORMATION; (C) THE COST OF SUBSTITUTE GOODS OR SERVICES; OR (D) ANY OTHER MATTER RELATING TO THE CONTENT, SERVICES, OR DISTRIBUTION OF SERVICES THROUGH OUR SITE. LIGHTSTONE SHALL NOT BE LIABLE FOR DAMAGE OR INJURY TO PERSONS OR PROPERTY ARISING FROM ANY USE OF ANY PRODUCT, INFORMATION, PROCEDURE, OR SERVICE OBTAINED THROUGH OUR SITE.‍LIGHTSTONE’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE OR CLAIM RELATED TO THESE TERMS OF USE, ANY SERVICES, OR THE PRIVACY POLICY IS YOUR CESSATION OF THE USE OF OUR SITE AND/OR ANY AND ALL SERVICES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.‍LIGHTSTONE CANNOT AND WILL NOT ASSUME ANY LIABILITY FOR UNAUTHORIZED OR FRAUDULENT USE OF OUR SITE AND ANY SERVICES.‍

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‍Indemnification

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‍YOU AGREE TO INDEMNIFY AND HOLD LIGHTSTONE AND ALL THIRD PARTY CONTENT PROVIDERS WHICH PROVIDE CONTENT FOR OUR SITE AND/OR THE SERVICES (EITHER THROUGH LINKS OR OTHERWISE), HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF CONTENT YOU SUBMIT, POST TO OR TRANSMIT THROUGH OUR SITE, YOUR USE OF OUR SITE OR THE SERVICES, YOUR CONNECTION TO OUR SITE, YOUR VIOLATION OF THE TERMS OF USE, OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER USER.‍

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‍Disclaimers

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‍SOME OF THE CONTENT ON OUR SITE OR THE SERVICES MAY BE PROVIDED BY THIRD PARTY CONTENT PROVIDERS AND USERS. LIGHTSTONE IS A DISTRIBUTOR AND NOT A PUBLISHER OF SUCH CONTENT AND HAS NO EDITORIAL CONTROL OVER IT. ANY OPINIONS, ADVICE, STATEMENTS, SERVICES, OFFERS OR OTHER INFORMATION GIVEN OR PROVIDED BY THIRD PARTIES (INCLUDING MERCHANTS AND LICENSORS) ARE THOSE OF THE RESPECTIVE AUTHORS OR DISTRIBUTORS OF SUCH CONTENT AND NOT OF LIGHTSTONE.‍ALTHOUGH LIGHTSTONE USES REASONABLE EFFORTS TO PROVIDE ACCURATE AND UP-TO-DATE INFORMATION THROUGH OUR SITE, LIGHTSTONE AND SUCH CONTENT PROVIDERS MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, RELIABILITY, OR COMPREHENSIVENESS OF CONTENT ON OUR SITE AND ANY SERVICE. THE INFORMATION CONTAINED ON OUR SITE AND ANY SERVICE IS PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, LIGHTSTONE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO INFORMATION CONTAINED ON OUR SITE AND ANY SERVICE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. LIGHTSTONE DOES NOT GUARANTEE UNINTERRUPTED OR SECURE ACCESS TO OUR SITE AND/OR THE SERVICES. LIGHTSTONE AND ITS CONTENT PROVIDERS CANNOT AND DO NOT GUARANTEE OR WARRANT THAT THE FILES AVAILABLE FOR DOWNLOADING FROM OUR SITE AND ANY SERVICE WILL BE FREE FROM INFECTIONS OR VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES. YOU HEREBY AGREE TO RELEASE AND HOLD HARMLESS LIGHTSTONE FROM ANY AND ALL CLAIMS, LOSSES, EXPENSES OR DAMAGES RELATING TO ANY DISCLAIMED WARRANTY DESCRIBED IN THIS PARAGRAPH.‍SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG IMPLIED WARRANTIES LAST OR THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO THAT THESE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, SUCH DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.‍

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‍Securities information

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‍THE INFORMATION PROVIDED IN ANY SERVICE OR IN OUR SITE DOES NOT CONSTITUTE INVESTMENT, TAX, FINANCIAL, LEGAL, OR OTHER ADVICE. LIGHTSTONE MAKES NO REPRESENTATION REGARDING THE ACCURACY OR IMPORTANCE OF ANY SERVICES. INFORMATION RECEIVED VIA OUR SITE OR THE SERVICES SHOULD NOT BE RELIED UPON FOR PERSONAL, INVESTMENT, TAX, LEGAL OR FINANCIAL DECISIONS, AND PRIOR TO THE EXECUTION OF ANY TRANSACTION BY YOU RELATED TO ANY INFORMATION YOU OBTAINED FROM OUR SITE OR THE SERVICES, YOU SHOULD CONSULT WITH YOUR FINANCIAL, TAX AND INVESTMENT ADVISORS AND AN ATTORNEY, OR OTHERWISE SEEK APPROPRIATE PROFESSIONAL ADVICE TAILORED TO YOUR SITUATION. OUR SITE AND THE SERVICES ARE PUBLISHED SOLELY FOR INFORMATIONAL PURPOSES AND ARE NOT A SOLICITATION, RECOMMENDATION, ENDORSEMENT OR OFFER BY LIGHTSTONE OR A THIRD PARTY TO BUY OR SELL ANY STOCK, SECURITY, OR OTHER FINANCIAL INSTRUMENT. ALL EXPRESSIONS OF OPINION ARE SUBJECT TO CHANGE WITHOUT NOTICE. LIGHTSTONE DOES NOT UNDERTAKE TO ADVISE ANYONE VIA OUR SITE. LIGHTSTONE, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, EMPLOYEES OR AGENTS MAY HAVE CLIENTS WITH POSITIONS IN SECURITIES OR COMPANIES MENTIONED ON OUR SITE, AND LIGHTSTONE MAY HAVE BUSINESS RELATIONSHIPS WITH SUCH COMPANIES.‍

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‍Forward-Looking Statements

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‍Statements and materials contained in or accessible through this site may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or phrases such as likely, believe, expect, anticipate, intend, estimate, position and variations of such words and similar expressions, or future or conditional verbs such as will, would, should, could, may or similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, all of which will or may change over time or may be incorrect, and we do not assume any duty to update or correct any forward-looking statements contained in or accessible through the Site. Actual results could differ materially from those anticipated in these forward-looking statements and future results could differ materially from historic performance.

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‍Third Party Intellectual Property Infringement

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‍Lightstone respects the intellectual property rights of others, and we ask you to do the same. Lightstone may, in appropriate circumstances and at our discretion, terminate service and/or access to our site for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our site, please provide Lightstone’s designated agent the following information:

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• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identification of the copyrighted and/or trademarked work claimed to have been infringed or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at our site, and information reasonably sufficient to permit Lightstone to locate the material.
• Information reasonably sufficient to permit us to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

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Lightstone’s agent for notice of claims of copyright or trademark infringement on our site can be reached as follows:Joseph E. Teichman
1985 Cedar Bridge Ave., Ste. 1
Lakewood, NJ 08701
(732) 367-0129Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

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‍Submitting a Digital Millennium Copyright Act (“DMCA”) Counter-Notification

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‍We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to Lightstone designated agent that includes all of the following information:

• Your physical or electronic signature;
• Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
• A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
• Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Lightstone may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

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‍Termination of Repeat Infringers

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‍Lightstone reserves the right, in its sole discretion, to terminate the account or access of any user of our website and/or service who is the subject or repeated DMCA or other infringement notifications.

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‍Severability; Waiver

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‍If a court determines that any portion of these terms of use is illegal or unenforceable, then such portion will be eliminated and the remaining terms of use will remain in force and effect. Lightstone’s failure to enforce any of these Terms is not a waiver of such term.

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‍Links to Other Websites

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‍Our site may provide links to other websites that we think might be of interest to our users (“Linked Sites”). Please note that when you click on one of these links and go to a Linked Site, you may be moving to another provider’s website. Such Linked Sites are not under the control of Lightstone, and Lightstone is not responsible for the contents or the proper operation of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. The inclusion of any link does not imply endorsement by Lightstone or any association with its operators. Lightstone cannot control the activities of any such provider once a user leaves our site. We encourage you to read the terms of use and privacy statements of these Linked Sites as their policies may differ from ours.

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‍Security

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‍Lightstone is not responsible for the security of your internet access services provider; you should review the security and privacy policies of your internet services provider carefully.Furthermore, information that you retrieve via our site may be cached or stored during your session for your convenience; therefore if others have access to your computer or your User ID and password, they may be able to access this information. In any area of our site requiring a password, you should log off when you are done viewing information or anytime you leave your computer.Lightstone is not responsible for the security or privacy of information communicated to or from such a computer.Finally, you should keep any correspondence you receive relating to our site or the services (including, but not limited to, your User ID, passwords, other registration information, emails, order information, or any other information) confidential and in a safe place.

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‍Use Outside of the United States; Limited Availability

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‍OUR SITE WAS CREATED IN THE UNITED STATES AND COMPLIES WITH LOCAL UNITED STATES LAWS. OUR SITE AND/OR THE SERVICES MAY NOT COMPLY WITH LEGAL REQUIREMENTS OF FOREIGN COUNTRIES. OUR SITE, THE SERVICES, AND ANY AND ALL INFORMATION OBTAINED THEREFROM ARE NOT PROVIDED TO AND MAY NOT BE USED BY ANY PERSON OR ENTITY IN ANY JURISDICTION IN VIOLATION OF APPLICABLE LAWS, RULES OR REGULATIONS. THEREFORE, NOT ALL PRODUCTS OR SERVICES DESCRIBED ON OUR SITE MAY BE AVAILABLE TO ALL PERSONS OR ENTITIES OR IN ALL JURISDICTIONS.

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‍Comments

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‍If you send or transmit any communications, comments, questions, suggestions, or related materials to Lightstone, whether by letter, email, telephone, or otherwise (collectively, “Comments”), suggesting or recommending changes to our site or any materials on it, including without limitation, new features or functionality, all such Comments are, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and Lightstone is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Comments, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Comments. You understand and agree that Lightstone is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Comments, and you have no right to compel such use, display, reproduction, or distribution.

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‍Entire Agreement; Jurisdiction and Choice of Law and Forum; Arbitration

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‍These terms of use and the Privacy Policy constitute your entire agreement with Lightstone regarding our site and any services provided to you, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written between the user and Lightstone with respect to our site or the services. These terms of use, our site, the services, and any and all claims relating thereto are governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. You expressly and irrevocably agree that exclusive jurisdiction and venue for any claim or dispute with Lightstone, its employees, contractors, officers, directors, and content providers or relating in any way to your use of our site and/or the services resides in an appropriate federal or state court located in the New York County, New York, and you further irrevocably agree and expressly and irrevocably consent to the exercise of personal jurisdiction in those courts over any action brought relating to these terms of use, our site, or the services.You agree that Lightstone, at its sole discretion, may require you to submit any disputes arising from the use of our site, the services, and/or these terms of use concerning or including any disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptability to newly arisen circumstances to final and binding arbitration under the International Rules of Arbitration of the American Arbitration Association, by one or more arbitrators appointed in accordance with the said Rules. Notwithstanding these rules, however, such proceeding shall be governed by the laws of the state as set forth herein. Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. Further, the arbitrator shall have no authority to award punitive, consequential or other damages not measured by the prevailing party’s actual damages in any arbitration initiated under this section, except as may be required by statute.‍

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Contact Us

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‍If you have any questions about these Terms or otherwise need to contact Lightstone for any reason, you can reach us at Lightstone Group, Joseph E. Teichman, Executive Vice President and General Counsel, 1985 Cedar Bridge Ave., Suite 1, Lakewood, NJ 08701.

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JURISDICTIONAL LEGENDS

(FOR RULE  506(C))

As of July, 2025

FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGENDFOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATEAND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN APARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAYBE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE SERIES.THE SECURITIES DESCRIBED IN THE OFFERING MEMORANDUM HAVE NOT BEEN REGISTEREDUNDER ANY STATE SECURITIES LAWS (COMMONLY CALLED "BLUE SKY" LAWS).THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BESOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF SUCHSECURITIES UNDER SUCH LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE SERIESTHAT SUCH REGISTRATION IS NOT REQUIRED. THE PRESENCE OF A LEGEND FOR ANY GIVENSTATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THE STATE AND SHOULD NOTBE CONSTRUED TO MEAN AN OFFER OF SALE MAY BE MADE IN ANY PARTICULAR STATE.

1.                          NOTICE TO ALABAMA RESIDENTS ONLY: THESECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE ALABAMASECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THE SECURITIES HAS NOTBEEN FILED WITH THE ALABAMA SECURITIES COMMISSION. THE COMMISSION DOES NOTRECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES IT PASS UPON THEACCURACY OR COMPLETENESS OF THIS OFFERING MEMORANDUM. ANY REPRESENTATION TO THECONTRARY IS A CRIMINAL OFFENSE.

2.                          NOTICE TO ALASKA RESIDENTS ONLY: THESECURITIES OFFERED HAVE NOT BEEN REGISTERED WITH THE ADMINISTRATOR OFSECURITIES OF THE STATE OF ALASKA UNDER PROVISIONS OF 3 AAC 08.503 AAC 08.506.THE INVESTOR IS ADVISED THAT THE ADMINISTRATOR HAS MADE ONLY A CURSORY REVIEWOF THE REGISTRATION STATEMENT AND HAS NOT REVIEWED THE OFFERING MEMORANDUMSINCE THE DOCUMENT IS NOT REQUIRED TO BE FILED WITH THE ADMINISTRATOR. THE FACTOF REGISTRATION DOES NOT MEAN THAT THE ADMINISTRATOR HAS PASSED IN ANY WAY UPONTHE MERITS, RECOMMENDED, OR APPROVED THE SECURITIES. ANY REPRESENTATION TO THECONTRARY IS A VIOLATION OF 45.55.170. THE INVESTOR MUST RELY ON THE INVESTOR'SOWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMSOF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING ANINVESTMENT DECISION ON THE SECURITIES.

3.                          NOTICE TO ARIZONA RESIDENTS ONLY: THESECURITIES HAVE NOT BEEN REGISTERED UNDER THE ARIZONA SECURITIES ACT INRELIANCE 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 ANEXEMPTION FROM REGISTRATION IS AVAILABLE.

4.                          NOTICE TO ARKANSAS RESIDENTS ONLY: THESECURITIES ARE OFFERED IN RELIANCE UPON CLAIMS OF EXEMPTION UNDER THE ARKANSASSECURITIES ACT AND SECTION 4(2) OF THE SECURITIES ACT OF 1933. A REGISTRATIONSTATEMENT RELATING TO THE SECURITIES HAS NOT BEEN FILED WITH THE ARKANSASSECURITIES DEPARTMENT OR WITH THE SECURITIES AND EXCHANGE COMMISSION. NEITHERTHE DEPARTMENT NOR THE COMMISSION HAS PASSED UPON THE VALUE OF THESESECURITIES, MADE ANY RECOMMENDATIONS AS TO THEIR PURCHASE, APPROVED ORDISAPPROVED THIS OFFERING, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THEOFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

5.                          FOR CALIFORNIA RESIDENTS ONLY: THE SALEOF THE SECURITIES WHICH ARE THE SUBJECT OF THIS OFFERING HAS NOT BEEN QUALIFIEDWITH COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCEOF SUCH SECURITIES OR PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATIONTHEREFORE BEFORE SUCH QUALIFICATIONS IS UNLAWFUL, UNLESS THE SALE OF SECURITIESIS EXEMPTED FROM QUALIFICATION BY SECTION 25100, 25102, OR 25104 OF THECALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS OFFERING AREEXPRESSLY CONDITIONED UPON SUCH QUALIFICATIONS BEING OBTAINED, UNLESS THE SALEIS SO EXEMPT.

6.                          FOR COLORADO RESIDENTS ONLY: THESECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED, OR THE COLORADO SECURITIES ACT OF 1991 BECAUSE OF SPECIFIC EXEMPTIONSTHEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THE SECURITIESCANNOT BE RESOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITYUNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, ORTHE 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 EXEMPTUNDER SECTION 36b-31-21b-9b OF THE CONNECTICUT UNIFORM SECURITIES ACT. THESHARES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF CONNECTICUT. ALLINVESTORS SHOULD BE AWARE THAT THERE ARE CERTAIN RESTRICTIONS AS TO THETRANSFERABILITY OF THE SHARES.

8.                          NOTICE TO DELAWARE RESIDENTS ONLY: IF YOUARE A DELAWARE RESIDENT, YOU ARE HEREBY ADVISED THAT THE SECURITIES ARE BEINGOFFERED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THEDELAWARE SECURITIES ACT. THE SECURITIES CANNOT BE SOLD OR TRANSFERRED EXCEPT INA TRANSACTION WHICH IS EXEMPT UNDER THE ACT OR PURSUANT TO AN EFFECTIVEREGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH IS OTHERWISE INCOMPLIANCE WITH THE ACT.

9.                          NOTICE TO DISTRICT OF COLUMBIA RESIDENTS ONLY:THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES BUREAUOF THE DISTRICT OF COLUMBIA, NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACYOR ADEQUACY OF THE OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY ISUNLAWFUL.

10.                    NOTICE TO FLORIDA RESIDENTS ONLY: THESHARES HAVE NOT BEEN REGISTERED WITH THE FLORIDA DIVISION OF SECURITIES ANDINVESTOR PROTECTION UNDER THE FLORIDA SECURITIES ACT. THE SHARES WILL BE SOLDTO, AND ACQUIRED BY, THE HOLDER IN A TRANSACTION EXEMPT UNDER SECTION 517.061OF SAID ACT. THE SHARES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OFFLORIDA. IN ADDITION, ALL OFFEREES WHO ARE FLORIDA RESIDENTS SHOULD BE AWARETHAT SECTION 517.061(11)(a)(5) OF THE ACT PROVIDES, IN RELEVANT PART, ASFOLLOWS: "WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA, ANY SALEIN FLORIDA MADE ACCORDING TO THIS SECTION IS VOIDABLE BY THE PURCHASER IN SUCHSALE EITHER WITHIN 3 DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BYTHE PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER OR AN ESCROW AGENT ORWITHIN 3 DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCHPURCHASER, WHICHEVER OCCURS LATER.

THE AVAILABILITY OF THE PRIVILEGE TO VOID SALES PURSUANT TOSECTION 517.061(11) IS HEREBY COMMUNICATED TO EACH FLORIDA OFFEREE. EACH PERSONENTITLED TO EXERCISE THE PRIVILEGE TO AVOID SALES GRANTED BY SECTION517.061(11) (A)(5) AND WHO WISHES TO EXERCISE SUCH RIGHT, MUST, WITHIN 3 DAYSAFTER THE TENDER OF ANY AMOUNT TO THE COMPANY OR TO ANY AGENT OF THE SERIES(INCLUDING THE SELLING AGENT OR ANY OTHER DEALER ACTING ON BEHALF OF THE SERIESOR ANY SALESMAN OF SUCH DEALER) OR AN ESCROW AGENT CAUSE A WRITTEN NOTICE ORTELEGRAM TO BE SENT TO THE COMPANY AT THE ADDRESS PROVIDED IN OFFERINGMEMORANDUM. SUCH LETTER OR TELEGRAM MUST BE SENT AND, IF POSTMARKED, POSTMARKEDON OR BEFORE THE END OF THE AFOREMENTIONED THIRD DAY. IF A PERSON IS SENDING ALETTER, IT IS PRUDENT TO SEND SUCH A LETTER BY CERTIFIED MAIL, RETURN RECEIPTREQUESTED, TO ASSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME IT WASMAILED. SHOULD A PERSON MAKE THIS REQUEST ORALLY, HE MUST ASK FOR WRITTENCONFIRMATION THAT HIS REQUEST HAS BEEN RECEIVED.

11.                    NOTICE TO GEORGIA RESIDENTS ONLY: THESECURITIES ARE OFFERED IN A TRANSACTION EXEMPT FROM THE REGISTRATIONREQUIREMENTS OF THE GEORGIA SECURITIES ACT PURSUANT TO REGULATION 590-4-2-02.THE SECURITIES CANNOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH ISEXEMPT UNDER THE ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDERTHE ACT OR IN A TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH THE ACT.

12.                    NOTICE TO HAWAII RESIDENTS ONLY: NEITHERTHIS PROSPECTUS NOR THE SECURITIES DESCRIBED IN THE OFFERING MEMORANDUM HAVEBEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER OF SECURITIES OF THE STATE OFHAWAII, NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THEOFFERING MEMORANDUM.

13.                    NOTICE TO IDAHO RESIDENTS ONLY: THESECURITIES HAVE NOT BEEN REGISTERED UNDER THE IDAHO SECURITIES ACT IN RELIANCEUPON EXEMPTION FROM REGISTRATION PURSUANT TO SECTION 30-14-203 OR 302(c)THEREOF AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED EXCEPT IN ATRANSACTION WHICH IS EXEMPT UNDER SAID ACT OR PURSUANT TO AN EFFECTIVEREGISTRATION UNDER SAID ACT.

14.                    NOTICE TO ILLINOIS RESIDENTS: THESESECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECRETARY OF STATE OFILLINOIS, NOR HAS THE STATE OF ILLINOIS PASSED UPON THE ACCURACY OR ADEQUACY OFTHE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

15.                    NOTICE TO INDIANA RESIDENTS ONLY: THESECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION 23-19-2-1OF THE INDIANA SECURITIES LAW AND HAVE NOT BEEN REGISTERED UNDER SECTION23-19-3. THEY CANNOT THEREFORE BE RESOLD UNLESS THEY ARE REGISTERED UNDER SAIDLAW OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. A CLAIM OF EXEMPTIONUNDER SAID LAW HAS BEEN FILED, AND IF SUCH EXEMPTION IS NOT DISALLOWED, SALESOF THESE SECURITIES MAY BE MADE. HOWEVER, UNTIL SUCH EXEMPTION IS GRANTED, ANYOFFER IS PRELIMINARY AND SUBJECT TO MATERIAL CHANGE.

16.                    NOTICE TO IOWA RESIDENTS ONLY: IN MAKINGAN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THEPERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING,INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEENRECOMMENDED; THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY ORDETERMINED THE ADEQUACY OF THE OFFERING MEMORANDUM. ANY REPRESENTATION TO THECONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ONTRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT ASPERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLESTATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIALRISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

17.                    NOTICE TO KANSAS RESIDENTS ONLY: IF ANINVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR ISHEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN ATRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 81-5-15 OF THE KANSASSECURITIES ACT AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLDEXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER.

18.                    NOTICE TO KENTUCKY RESIDENTS ONLY: IF ANINVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR ISHEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN ATRANSACTION EXEMPT FROM REGISTRATION UNDER TITLE 808 KAR 10:210 OF THE KENTUCKYSECURITIES ACT AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLDEXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER.

19.                    NOTICE TO LOUISIANA RESIDENTS ONLY: IF ANINVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR ISHEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN ATRANSACTION EXEMPT FROM REGISTRATION UNDER RULE 1 OF THE LOUISIANA SECURITIESLAW AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT INCOMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER.

20.                    NOTICE TO MAINE RESIDENTS ONLY: THEISSUER IS REQUIRED TO MAKE A REASONABLE FINDING THAT THE SECURITIES OFFERED AREA SUITABLE INVESTMENT FOR THE PURCHASER AND THAT THE PURCHASER IS FINANCIALLYABLE TO BEAR THE RISK OF LOSING THE ENTIRE AMOUNT INVESTED. THESE SECURITIESARE OFFERED ACCORDING TO AN EXEMPTION UNDER §16202(15) OF THE MAINE UNIFORMSECURITIES ACT AND ARE NOT REGISTERED WITH THE SECURITIES ADMINISTRATOR OF THESTATE OF MAINE. THE SECURITIES OFFERED FOR SALE MAY BE RESTRICTED SECURITIES,AND THE HOLDER MAY NOT BE ABLE TO RESELL THE SECURITIES UNLESS: (A) THE SECURITIESARE REGISTERED UNDER STATE AND FEDERAL SECURITIES LAWS, OR (B) AN EXEMPTION ISAVAILABLE UNDER THOSE LAWS.

21.                    NOTICE TO MARYLAND RESIDENTS ONLY: IF YOUARE A MARYLAND RESIDENT AND YOU ACCEPT AN OFFER TO PURCHASE THE SECURITIES ACCORDINGTO THE OFFERING MEMORANDUM, YOU ARE HEREBY ADVISED THAT THE SECURITIES AREBEING SOLD AS A TRANSACTION EXEMPT UNDER SECTION 11-602(9) OF THE MARYLANDSECURITIES ACT. THE SHARES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATEOF MARYLAND. ALL INVESTORS SHOULD BE AWARE THAT THERE ARE CERTAIN RESTRICTIONSAS TO THE TRANSFERABILITY OF THE SHARES.

22.                    NOTICE TO MASSACHUSETTS RESIDENTS ONLY:THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED, OR THE MASSACHUSETTS UNIFORM SECURITIES ACT, BECAUSE OF SPECIFICEXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THIS OFFERING.THE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANYPERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROMREGISTRATION IS AVAILABLE.

23.                    NOTICE TO MICHIGAN RESIDENTS ONLY: INMAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OFTHE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKSINVOLVED. THE SECURITIESHAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIESCOMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVENOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE OFFERINGMEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIESARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BETRANSFERRED OR RESOLD EXCEPT AS PERMITTED BY SUBSECTION (E) OF SEC RULE 147, 17CFR 230.147(E), OR SUBSECTION (E) OF SEC RULE 147A, 17 CFR 230.147A(E), ASPROMULGATED UNDER THE SECURITIESACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIESLAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BEAWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENTFOR AN INDEFINITE PERIOD OF TIME.

24.                    NOTICE TO MINNESOTA RESIDENTS ONLY: THESECURITIES BEING OFFERED HAVE NOT BEEN REGISTERED UNDER CHAPTER 80A OF THEMINNESOTA SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISEDISPOSED OF EXCEPT PURSUANT TO REGISTRATION, OR AN EXEMPTION THEREFROM.

25.                    NOTICE TO MISSISSIPPI RESIDENTS ONLY: THESHARES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE MISSISSIPPISECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOTBEEN FILED WITH THE MISSISSIPPI SECRETARY OF STATE OR WITH THE SECURITIES ANDEXCHANGE COMMISSION. NEITHER THE SECRETARY OF STATE NOR THE COMMISSION HASPASSED UPON THE VALUE OF THE SECURITIES, OR APPROVED OR DISAPPROVED THISOFFERING. THE SECRETARY OF STATE DOES NOT RECOMMEND THE PURCHASE OF THESE ORANY OTHER SECURITIES.  EACH PURCHASER OFTHE SECURITIES MUST MEET CERTAIN SUITABILITY STANDARDS AND MUST BE ABLE TO BEARTHE ENTIRE LOSS OF THIS INVESTMENT. THE SECURITIES MAY NOT BE TRANSFERRED FOR APERIOD OF ONE (1) YEAR EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THEMISSISSIPPI SECURITIES ACT OR IN A TRANSACTION IN COMPLIANCE WITH THEMISSISSIPPI SECURITIES ACT.

26.                    FOR MISSOURI RESIDENTS ONLY: THESECURITIES WILL BE SOLD TO, AND ACQUIRED BY, THE PURCHASER IN A TRANSACTIONEXEMPT 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 OFMISSOURI. UNLESS THE SECURITIES ARE SO REGISTERED, THEY MAY NOT BE  OFFERED FOR SALE OR RESOLD IN THE STATE OFMISSOURI, EXCEPT AS A SECURITY, OR IN A TRANSACTION EXEMPT UNDER SAID ACT.

27.                    NOTICE TO MONTANA RESIDENTS ONLY: INADDITION TO THE INVESTOR SUITABILITY STANDARDS THAT ARE OTHERWISE APPLICABLE,ANY INVESTOR WHO IS A MONTANA RESIDENT MUST HAVE A NET WORTH (EXCLUSIVE OFHOME, FURNISHINGS, AND AUTOMOBILES) IN EXCESS OF FIVE (5) TIMES THE AGGREGATEAMOUNT INVESTED BY SUCH INVESTOR IN THE SHARES.

28.                    NOTICE TO NEBRASKA RESIDENTS ONLY: IF ANINVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR ISHEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN ATRANSACTION EXEMPT FROM REGISTRATION UNDER CHAPTER 15 OF THE NEBRASKASECURITIES LAW AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLDEXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER.

29.                    NOTICE TO NEVADA RESIDENTS ONLY: IF ANYINVESTOR ACCEPTS ANY OFFER TO PURCHASE THE SECURITIES, THE INVESTOR IS HEREBYADVISED THAT THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN ATRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION NRS 92.520 OF THE NEVADASECURITIES LAW. THE INVESTOR IS HEREBY ADVISED THAT THE ATTORNEY GENERAL OF THESTATE OF NEVADA HAS NOT PASSED ON OR ENDORSED THE MERITS OF THE OFFERING ANDTHE FILING OF THE OFFERING WITH THE BUREAU OF SECURITIES DOES NOT CONSTITUTEAPPROVAL OF THE ISSUE, OR SALE THEREOF, BY THE BUREAU OF SECURITIES OR THEDEPARTMENT OF LAW AND PUBLIC SAFETY OF THE STATE OF NEVADA. ANY REPRESENTATIONTO THE CONTRARY IS UNLAWFUL. NEVADA ALLOWS THE SALE OF SECURITIES TO 25 ORFEWER PURCHASERS IN THE STATE WITHOUT REGISTRATION. HOWEVER, CERTAIN CONDITIONSAPPLY, I.E., COMMISSIONS ARE LIMITED TO LICENSED BROKER-DEALERS. THIS EXEMPTIONIS GENERALLY USED WHERE THE PROSPECTIVE INVESTOR IS ALREADY KNOWN AND HAS APRE-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 LICENSEUNDER THIS CHAPTER HAS BEEN FILED WITH THE STATE OF NEW HAMPSHIRE NOR THE FACTTHAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATEOF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANYDOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHERANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR ASECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANYWAY 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 BEMADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATIONINCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

31.                    NOTICE TO NEW JERSEY RESIDENTS ONLY: IFYOU ARE A NEW JERSEY RESIDENT AND YOU ACCEPT AN OFFER TO PURCHASE THESECURITIES ACCORDING TO THE OFFERING MEMORANDUM, YOU ARE HEREBY ADVISED THAT THEOFFERING MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE ATTORNEY GENERALOF THE STATE OF NEW JERSEY BEFORE ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OFTHE STATE OF NEW JERSEY HAS NOT PASSED ON OR ENDORSED THE MERITS OF THEOFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

32.                    NOTICE TO NEW MEXICO RESIDENTS ONLY: THESECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES DIVISION OFTHE NEW MEXICO DEPARTMENT OF BANKING, NOR HAS THE SECURITIES DIVISION PASSEDUPON THE ACCURACY OR ADEQUACY OF THE OFFERING MEMORANDUM. ANY REPRESENTATION TOTHE CONTRARY IS A CRIMINAL OFFENSE.

33.                    NOTICE TO NEW YORK RESIDENTS ONLY: THEOFFERING MEMORANDUM HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL OF THE STATEOF NEW YORK BEFORE ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OFNEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THE OFFERING. ANYREPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SERIES HAS TAKEN NO STEPS TOCREATE AN AFTERMARKET FOR THE SHARES OFFERED HEREIN AND HAS MADE NOARRANGEMENTS WITH BROKERS OF OTHERS TO TRADE OR MAKE A MARKET IN THE SHARES. ATSOME TIME IN THE FUTURE, THE SERIES MAY ATTEMPT TO ARRANGE FOR INTERESTEDBROKERS TO TRADE OR MAKE A MARKET IN THE SECURITIES AND TO QUOTE THE SAME IN APUBLISHED QUOTATION MEDIUM, HOWEVER, NO SUCH ARRANGEMENTS HAVE BEEN MADE ANDTHERE IS NO ASSURANCE THAT ANY BROKERS WILL EVER HAVE SUCH AN INTEREST IN THESECURITIES OF THE SERIES 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 EXAMINATIONOF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING,INCLUDING MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDEDBY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.FURTHERMORE, THE FORGOING AUTHORITIES HAVE NOT CONFIRMED ACCURACY OR DETERMINEDADEQUACY OF THE OFFERING MEMORANDUM. REPRESENTATION TO THE CONTRARY ISUNLAWFUL. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY ANDRESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THESECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS,PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THATTHEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR ANINDEFINITE PERIOD OF TIME.

35.                    NOTICE TO NORTH DAKOTA RESIDENTS ONLY:THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIESCOMMISSIONER OF THE STATE OF NORTH DAKOTA, NOR HAS THE COMMISSIONER PASSED UPONTHE ACCURACY OR ADEQUACY OF THE OFFERING MEMORANDUM. ANY REPRESENTATION TO THECONTRARY IS A CRIMINAL OFFENSE.

36.                    NOTICE TO OHIO RESIDENTS ONLY: IF ANINVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR ISHEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN ATRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 1707.3(X) OF THE OHIOSECURITIES LAW AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPTIN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER.

37.                    NOTICE TO OKLAHOMA RESIDENTS ONLY: THESECURITIES ARE OFFERED FOR SALE IN THE STATE OF OKLAHOMA IN RELIANCE UPON ANEXEMPTION FROM REGISTRATION FOR PRIVATE OFFERINGS. ALTHOUGH A PRIOR FILING OFTHE OFFERING DOCUMENTS AND THE INFORMATION HAS BEEN MADE WITH THE OKLAHOMASECURITIES COMMISSION, SUCH FILING IS PERMISSIVE ONLY AND DOES NOT CONSTITUTEAN APPROVAL, RECOMMENDATION, OR ENDORSEMENT, AND IN NO SENSE IS TO BEREPRESENTED AS AN INDICATION OF THE INVESTMENT MERIT OF SUCH SECURITIES. ANYSUCH REPRESENTATION IS UNLAWFUL.

38.                    NOTICE TO OREGON RESIDENTS ONLY: THESECURITIES OFFERED HAVE BEEN REGISTERED WITH THE CORPORATION COMMISSION OF THESTATE OF OREGON UNDER PROVISIONS OF ORS 59.049. THE INVESTOR IS ADVISED THATTHE COMMISSIONER HAS MADE ONLY A CURSORY REVIEW OF THE REGISTRATION STATEMENTAND HAS NOT REVIEWED THIS DOCUMENT SINCE THE DOCUMENT IS NOT REQUIRED TO BEFILED WITH THE COMMISSIONER. THE INVESTOR MUST RELY ON THE INVESTOR'S OWNEXAMINATION OF THE COMPANY CREATING THE SECURITIES, AND THE TERMS OF THEOFFERING, INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENTDECISION ON THE SECURITIES.

39.                    NOTICE TO PENNSYLVANIA RESIDENTS ONLY:EACH PERSON WHO ACCEPTS AN OFFER TO PURCHASE SECURITIES EXEMPTED FROMREGISTRATION BY SECTION 203(d), DIRECTLY FROM THE ISSUER OR AFFILIATE OF THISISSUER, SHALL HAVE THE RIGHT TO WITHDRAW HIS ACCEPTANCE WITHOUT INCURRING ANYLIABILITY 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 BINDINGCONTRACT OF PURCHASE OR, IN THE CASE OF A TRANSACTION IN WHICH THERE IS NOBINDING CONTRACT OF PURCHASE, WITHIN TWO (2) BUSINESS DAYS AFTER HE MAKES THEINITIAL PAYMENT FOR THE SECURITIES BEING OFFERED.

IF YOU HAVE ACCEPTED AN OFFER TO PURCHASE THESE SECURITIESMADE PURSUANT TO A PROSPECTUS WHICH CONTAINS A NOTICE EXPLAINING YOUR RIGHT TOWITHDRAW YOUR ACCEPTANCE PURSUANT TO SECTION 207(m) OF THE PENNSYLVANIASECURITIES ACT OF 1972 (70 PS § 1-207(m), YOU MAY ELECT, WITHIN TWO (2)BUSINESS DAYS AFTER THE FIRST TIME YOU HAVE RECEIVED THIS NOTICE AND APROSPECTUS TO WITHDRAW FROM YOUR PURCHASE AGREEMENT AND RECEIVE A FULL REFUNDOF ALL MONEYS PAID BY YOU. YOUR WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITYTO ANY PERSON.

TO ACCOMPLISH THISWITHDRAWAL, YOU NEED ONLY SEND A LETTER OR TELEGRAM TO THE ISSUER (ORUNDERWRITER IF ONE IS LISTED ON THE FRONT PAGE OF THE PROSPECTUS) INDICATINGYOUR INTENTION TO WITHDRAW. SUCH LETTER OR TELEGRAM SHOULD BE SENT ANDPOSTMARKED BEFORE THE END OF THE AFOREMENTIONED SECOND BUSINESS DAY. IF YOU ARESENDING A LETTER, IT IS PRUDENT TO SEND IT BY CERTIFIED MAIL, RETURN RECEIPTREQUESTED, TO ENSURE THAT IT IS RECEIVED AND ALSO EVIDENCE THE TIME WHEN IT WASMAILED. SHOULD YOU MAKE THIS REQUEST ORALLY, YOU SHOULD ASK WRITTENCONFIRMATION THAT YOUR REQUEST HAS BEEN RECEIVED.

NO SALE OF THE SECURITIES WILL BE MADE TO RESIDENTS OF THESTATE OF PENNSYLVANIA WHO ARE NON-ACCREDITED INVESTORS. EACH PENNSYLVANIARESIDENT MUST AGREE NOT TO SELL THESE SECURITIES FOR A PERIOD OF TWELVE (12)MONTHS AFTER THE DATE OF PURCHASE, EXCEPT PER WAIVERS ESTABLISHED BY RULE ORORDER OF THE COMMISSION. THE SECURITIES HAVE BEEN ISSUED PURSUANT TO ANEXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE PENNSYLVANIA SECURITIES ACTOF 1972. NO SUBSEQUENT RESALE OR OTHER DISPOSITION OF THE SECURITIES MAY BEMADE WITHIN 12 MONTHS FOLLOWING THEIR INITIAL SALE IN THE ABSENCE OF ANEFFECTIVE REGISTRATION, EXCEPT UNDER WAIVERS ESTABLISHED BY RULE OR ORDER OFTHE COMMISSION, AND THEREAFTER ONLY PURSUANT TO AN EFFECTIVE REGISTRATION OREXEMPTION.

40.                    NOTICE TO RHODE ISLAND RESIDENTS ONLY:THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE DEPARTMENT OFBUSINESS REGULATION OF THE STATE OF RHODE ISLAND, NOR HAS THE DIRECTOR PASSEDUPON THE ACCURACY OR ADEQUACY OF THE OFFERING MEMORANDUM. ANY REPRESENTATION TOTHE CONTRARY IS UNLAWFUL.

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

42.                    NOTICE TO SOUTH DAKOTA RESIDENTS ONLY:THE SECURITIES ARE BEING OFFERED FOR SALE IN THE STATE OF SOUTH DAKOTA PURSUANTTO AN EXEMPTION FROM REGISTRATION UNDER THE SOUTH DAKOTA BLUE SKY LAW, CHAPTER47-31, WITH THE DIRECTOR OF THE DIVISION OF SECURITIES OF THE DEPARTMENT OFCOMMERCE AND REGULATION OF THE STATE OF SOUTH DAKOTA. THE EXEMPTION DOES NOTCONSTITUTE A FINDING THAT THE OFFERING MEMORANDUM IS TRUE, COMPLETE, AND NOTMISLEADING, NOR HAS THE DIRECTOR OF THE DIVISION OF SECURITIES PASSED IN ANYWAY UPON THE MERITS OF, RECOMMENDED, OR GIVEN APPROVAL TO THESE SECURITIES. ANYREPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

43.                    NOTICE TO TENNESSEE RESIDENTS ONLY: INMAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OFTHE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKSINVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATESECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOINGAUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THEOFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAYNOT BE TRANSFERRED OR RESOLD. EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TOREGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BEREQUIRED TO BEAR THE FINANCIAL RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIODOF TIME.

44.                    NOTICE TO TEXAS RESIDENTS ONLY: THESECURITIES HAVE NOT BEEN REGISTERED UNDER APPLICABLE TEXAS SECURITIES LAWS AND,THEREFORE, ANY PURCHASER THEREOF MUST BEAR THE ECONOMIC RISK OF THE INVESTMENTFOR AN INDEFINITE PERIOD OF TIME BECAUSE THE SECURITIES CANNOT BE RESOLD UNLESSTHEY ARE SUBSEQUENTLY REGISTERED UNDER SUCH SECURITIES LAWS OR AN EXEMPTIONFROM SUCH REGISTRATION IS AVAILABLE. FURTHER, PURSUANT TO §109.13 UNDER THETEXAS SECURITIES ACT, THE SERIES IS REQUIRED TO APPRISE PROSPECTIVE INVESTORSOF THE FOLLOWING: A LEGEND SHALL BE PLACED, UPON ISSUANCE, ON CERTIFICATESREPRESENTING SECURITIES PURCHASED HEREUNDER, AND ANY PURCHASER HEREUNDER SHALLBE REQUIRED TO SIGN A WRITTEN AGREEMENT THAT HE WILL NOT SELL THE SUBJECTSECURITIES WITHOUT REGISTRATION UNDER APPLICABLE SECURITIES LAWS, OR EXEMPTIONSTHEREFROM.

45.                    NOTICE TO UTAH RESIDENTS ONLY: THESECURITIES ARE BEING OFFERED IN A TRANSACTION EXEMPT FROM THE REGISTRATIONREQUIREMENTS OF THE UTAH SECURITIES ACT. THE SECURITIES CANNOT BE TRANSFERREDOR SOLD EXCEPT IN TRANSACTIONS WHICH ARE EXEMPT UNDER THE ACT OR PURSUANT TO ANEFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH ISOTHERWISE IN COMPLIANCE WITH THE ACT.

46.                    NOTICE TO VERMONT RESIDENTS ONLY: THESECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES DIVISION OFTHE STATE OF VERMONT, NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY ORADEQUACY OF THE OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY ISUNLAWFUL.

47.                    NOTICE TO VIRGINIA RESIDENTS ONLY: IF ANINVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR ISHEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN ATRANSACTION UNDER SECTION 13.1-514 OF THE VIRGINIA SECURITIES ACT AND MAY NOTBE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCHACT AND APPLICABLE RULES PROMULGATED THEREUNDER.

48.                    NOTICE TO WASHINGTON RESIDENTS ONLY: ANYPROSPECTIVE PURCHASER IS ENTITLED TO REVIEW FINANCIAL STATEMENTS OF THE ISSUER,WHICH SHALL BE FURNISHED UPON REQUEST. RECEIPT OF NOTICE OF EXEMPTION BY THEWASHINGTON ADMINISTRATOR OF SECURITIES DOES NOT SIGNIFY THAT THE ADMINISTRATORHAS APPROVED OR RECOMMENDED THESE SECURITIES, NOR HAS THE ADMINISTRATOR PASSEDUPON THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THERETURN OF THE FUNDS OF THE PURCHASER IS DEPENDENT UPON THE FINANCIAL CONDITIONOF THE ORGANIZATION.

49.                    NOTICE TO WEST VIRGINIA RESIDENTS ONLY:IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTORIS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER INA TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 15.06(b)(9) OF THE WESTVIRGINIA SECURITIES LAW AND MAY NOT BE REOFFERED FOR SALE, TRANSFERRED, ORRESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATEDTHEREUNDER.

50.                    NOTICE TO WISCONSIN RESIDENTS ONLY: INMAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OFTHE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING,INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEENRECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORYAUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THEACCURACY OR DETERMINED THE ADEQUACY OF THE OFFERING MEMORANDUM. ANYREPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. IT IS THE RESPONSIBILITYOF ANY PERSON WISHING TO PURCHASE THE SECURITIES TO SATISFY HIMSELF AS TO FULLOBSERVANCE OF THE LAWS OF ANY RELEVANT TERRITORY OUTSIDE THE U.S. IN CONNECTIONWITH ANY SUCH PURCHASE, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHERCONSENTS OR OBSERVING ANY OTHER APPLICABLE FORMALITIES.

51.                    FOR WYOMING RESIDENTS ONLY: ALL WYOMINGRESIDENTS WHO SUBSCRIBE TO PURCHASE SHARES OFFERED BY THE SERIES MUST SATISFYTHE FOLLOWING MINIMUM FINANCIAL SUITABILITY REQUIREMENTS 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 TWENTYPERCENT (20%) OF THE NET WORTH OF THE SUBSCRIBER; AND (3) “TAXABLE INCOME"AS DEFINED IN SECTION 63 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, DURINGTHE LAST TAX YEAR AND ESTIMATED "TAXABLE INCOME" DURING THE CURRENTTAX YEAR SUBJECT TO A FEDERAL INCOME TAX RATE OF NOT LESS THAN THIRTY-THREEPERCENT (33%). TO VERIFY THE FOREGOING, ALL SUBSCRIBERS WHO ARE WYOMINGRESIDENTS WILL BE REQUIRED TO REPRESENT IN THE SUBSCRIPTION AGREEMENT THAT THEYMEET THESE WYOMING SPECIAL INVESTOR SUITABILITY REQUIREMENTS.

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