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To be eligible to purchase the Units, a subscriber must be an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”), the requirements of which are described below, or must not be a “U.S. Person” as defined in Rule 902(k) promulgated under the Securities Act.

ToUnits will be eligiblesold only to purchaseinvestors who represent to the Units, a subscriber must be an “accredited investor”satisfaction of the Company that they are: (1) ”accredited investors,” as defined in Rule 501501(a) of Regulation D promulgated under the Securities Act (“Regulation D”),Act; (2) acquiring the requirementsUnits for their own account, for investment only, and not with a view toward resale or distribution; and (3) aware that their transfer rights are restricted by applicable federal and state securities laws and by the absence of a market for the Units. The offering will be further restricted to investors who have, in the opinion of the Company, such knowledge and experience in business and financial matters that, together with their advisors, if any, they are capable of evaluating the merits and risks of this investment. Investors also will be required to meet the additional qualifications set forth in the Subscription Agreement and the additional suitability standards, if any, imposed by the jurisdictions in which the Units are described below, or must not be a “U.S. Person” as defined in Rule 902(k) promulgated under the Securities Act.sold.

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