Disclaimer

The undersigned is not investing in the Interests based upon any representation, oral or written, by any person with respect to the future value, if any, of, or the income, if any, or similar from the Interests. The undersigned has made an independent examination of, and judgment with respect to, the Company’s prospects and the Interests. The undersigned has been advised by the Company that the undersigned should consult with the undersigned’s legal and financial advisors with respect to legal, accounting and tax issues relative to the investment in the Interests.

The undersigned believes that, based on the undersigned’s business experience as a sophisticated investor and based on the undersigned’s economic bargaining power, the undersigned has been provided with all information or been given access to all information with respect to the Company, the planned future activities of the Company, Company’s capital needs, its prospects for failure and success, and all such other factors that the undersigned considers material, which might affect the undersigned’s decision whether to purchase the Interests in the Company.

These interests are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the securities act, as amended, and applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they would be required to bear the financial risks of this investment for an indefinite period of time.

The Managing Member is not registered as an investment adviser with the SEC or any state regulatory agency, pursuant to an exemption under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and applicable state securities laws.

The Company is not registered as an investment company and is not subject to the investment restrictions or limitations on transactions with affiliates and other provisions of the Investment Company Act, in reliance upon Section 3(c)(1) thereunder, an exemption for an entity which does not have more than 100 beneficial owners of its securities. Accordingly, the Managing Member will limit the number of beneficial owners of Interests, and the percentage of the Interests of the Company acquired by certain Investors.

It is specifically understood that the Company is not and does not hold itself out to be a “broker/dealer” as that term is understood in applicable law (including the ‘Paul Anka’ SEC no-action letter dated July 24,1991, and the ‘Country Business, Inc.’ SEC no-action letter dated November 8, 2006) in reference to the Managing Member procuring financing sources; the Managing Member does not normally provide such services.

When making investment decisions investors must rely on their own examination of the person or entity creating the securities and the terms of the offering, including the merits and risks involved. No federal or state securities commissioner or regulatory authority has recommended these securities. 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.
Vestech Partners LLC