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Model Private Placement Disclaimer

If you plan to present your business plan to private investors, you will need to include a Private Placement Disclaimer in your document. It must be placed as the first page before any other section. Please consult attorney for applying this document to your individual circumstances.

Private Placement Disclaimer


The information contained in this private placement memorandum is coincidental and is intended only for the persons to whom it is transmitted by the company. Any reproduction of this memorandum in whole or in part, or the divulgence of any of its contents, without the prior written consent of the company, is prohibited.

The offering of the securities discussed in this private placement memorandum has not been registered with the Securities and Exchange Commission in reliance upon an exemption from registration under the Securities Act of 1933, as amended, pursuant to Section 3(b) and/or Section 4(2) thereof, and Regulation D adopted by the Securities and Exchange Commission.

No person has been authorized to give any information or to make representations other than those contained in this private placement memorandum in connection with the offering hereby, and, if given or made, such other information or representations must not be relied upon as having been authorized by the company.

This private placement memorandum does not constitute an offer to sell or solicitation of an offer to buy any securities other than the securities offered hereby, nor does it constitute an offer to sell or solicitation of an offer to buy from any person in any state or other jurisdiction in which such an offer would be unlawful.

Resale of the securities discussed in this private placement memorandum may not be made unless the securities are registered under the securities Act of 1933, as amended, or unless the resale is exempt from the registration requirements of the Securities Act of 1933, as amended.

Neither the delivery of this private placement memorandum at any time, nor any sales hereunder, shall under any circumstances create an implication that the information contained herein is correct as of any time subsequent to its date.

Offers and sales will only be made to persons who have the knowledge and experience to evaluate the merits and risks of the investment and who have the economic means to afford the illiquidity of the securities offered hereby.

The information set forth herein is believed by the company to be reliable. It must be recognized, however, that predictions and projections as to the company's future performance are necessarily subject to a high degree of uncertainty and no warranty of such projections is expressed or implied hereby.

All corporate documents relating to this investment will be made available to an offeree and/or his or her offeree representative upon written request to the company.

The company shall be under no obligation whatsoever to sell or issue any securities referred to in this memorandum except pursuant to a duly executed purchase agreement between the company and the purchaser thereof.

 


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