Not an Offer or Solicitation

THIS OVERVIEW SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY WHICH MAY BE MADE ONLY AT THE TIME A QUALIFIED OFFEREE RECEIVES A CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM DESCRIBING THE OFFERING AND RELATED SUBSCRIPTION AGREEMENT. THIS OVERVIEW IS NOT INTENDED FOR PUBLIC USE OR DISTRIBUTION. OPINIONS AND VIEWS EXPRESSED HEREIN ARE THOSE OF THE GENERAL PARTNER AND THE MANAGER AND NO ASSURANCES CAN BE GIVEN THAT SUCH OPINIONS OR VIEWS WILL PROVE CORRECT.

Confidentiality

All information provided to you (“Reviewer”) by LS Capital (“LS”), other than information that is in the public domain and/or which is generally known, shall be treated as “Confidential Information.” Reviewer shall not disseminate Confidential Information to any parties other than members and affiliates of their firm and third party affiliates (“Representatives”) on a need-to-know basis and only to evaluate a possible transaction. All persons who receive Confidential Information from the Reviewer will be informed that the information is Confidential and agree to be bound by, and perform in accordance with, a non-circumvent, non-disclosure agreement provided by LS. Reviewer acknowledges, on behalf of itself and its Representatives, that neither LS nor its Representatives make any representations or warranties, as to the accuracy or completeness of the Confidential Information and that LS has no liability in connection with the Reviewer’s use of the Confidential Information. Neither LS nor Reviewer shall circumvent the other party, directly or indirectly, so as to prevent the other party from receiving any fees, compensation, or other material benefits that may be due or become due from the possible transaction. 

Forward Looking Statements, Representations and Warranties

This presentation and related documents contain forward-looking statements and forecasts concerning strategies, expectations, predictions and financial forecasts concerning future activities, future events, future conditions and results of operations. Forward-looking statements include, but are not limited to business plans and strategies, legal actions, financial sections, proformas and returns analysis. Actual results or activities, or actual events or conditions could differ materially from those forecasted, due to a variety of factors, which are beyond LS Capital’s control. LS and its representatives make no representations or warranties, as to the accuracy or completeness of the presentation and that LS has no liability in connection with Reviewer’s use of it. Reviewer should rely on its own interpretation of the information provided herein for a final decision of value.


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