NOTICES TO RECIPIENT

 

ANY ORAL OR WRITTEN MATERIALS RECEIVED DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.  THE PURPOSE OF ALL PRELIMINARY ORAL OR WRITTEN MATERIALS IS SOLELY TO OBTAIN AN INDICATION OF INTEREST IN A POSSIBLE INVESTMENT.

ANY OFFER OF SECURITIES WILL BE MADE ONLY BY A MEANS OF A PRIVATE PLACEMENT MEMORANDUM, SUBSCRIPTION AGREEMENT AND RELATED MATERIALS.  ANY OFFER OF INTERESTS IN THE COMPANY WILL BE MADE ONLY TO PERSONS WHO MEET ALL APPLICABLE LEGAL AND SUITABILITY STANDARDS.  PRIOR TO MAKING AN INVESTMENT DECISION WITH RESPECT TO THE INTERESTS, PROSPECTIVE INVESTORS AND THEIR ADVISORS MUST REVIEW THE PRIVATE PLACEMENT MEMORANDUM, SUBSCRIPTION AGREEMENT AND RELATED MATERIALS. 

THE DELIVERY OF ANY WRITTEN MATERIALS SHALL NOT CONSTITUTE AN OFFER OR SOLICITATION TO ANYONE IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED.  EXCEPT AS OTHERWISE INDICATED, THE PRIVATE PLACEMENT MEMORANDUM SPEAKS AS OF ITS DATE OF ISSUE.  NEITHER THE DELIVERY HEREOF, NOR ANY SALE MADE HEREAFTER, SHALL CREATE AN IMPLICATION THAT THE AFFAIRS OF THE COMPANY HAVE CONTINUED WITHOUT CHANGE SINCE THIS DATE.  EACH PROSPECTIVE INVESTOR WILL BE GIVEN AN OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM, THE MANAGEMENT OF THE COMPANY, CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING AND TO OBTAIN ADDITIONAL INFORMATION TO THE EXTENT THE MANAGEMENT POSSESSES SUCH INFORMATION.  NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE INTENDED OR SHOULD BE INFERRED WITH RESPECT TO THE ECONOMIC RETURN FROM THIS INVESTMENT.  NO ASSURANCE CAN BE GIVEN THAT EXISTING LAWS WILL NOT BE CHANGED OR INTERPRETED ADVERSELY.  PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE ANY ORAL OR WRITTEN MATERIALS TO GIVE LEGAL OR TAX ADVICE.  EACH INVESTOR SHOULD CONSULT HIS OWN COUNSEL AND ACCOUNTANT FOR ADVICE CONCERNING THE VARIOUS LEGAL, TAX AND ECONOMIC MATTERS CONCERNING THIS INVESTMENT.

NO PERSON HAS BEEN AUTHORIZED BY THE COMPANY TO MAKE ANY REPRESENTATIONS OR GIVE ANY INFORMATION WITH RESPECT TO THIS INVESTMENT, EXCEPT THE INFORMATION CONTAINED IN THE PRIVATE PLACEMENT MEMORANDUM AND SUBSCRIPTION AGREEMENT AND ANY INFORMATION NOT SUPPLIED BY AN OFFICER OR DIRECTOR OF THE COMPANY MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. 

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CONFIDENTIALITY AGREEMENT

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IN NO EVENT MAY ANY WRITTEN MATERIALS BE DUPLICATED OR TRANSMITTED TO ANYONE OTHER THAN THE PROSPECTIVE INVESTOR TO WHOM IT WAS DIRECTED BY WRITTEN COMMUNICATION FROM THE COMPANY. 

ANY FURTHER DISTRIBUTION OR REPRODUCTION OF ANY WRITTEN MATERIALS, IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF ITS CONTENTS, IS PROHIBITED. 

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PROFORMAS

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All historical financial statements have been internally prepared by Company’s current management for the period or periods indicated.  Please be advised that the financial information and reports provided in any written materials include pro forma, forward-looking projections of performance (the “Projections”).  The Projections do not guaranty actual performance or future results of operation. Projections merely set forth inferences or forecasts based on assumptions and suppositions which have not been proven and may or may not occur. Projections are forward looking statements that are subject to many risks and uncertainties; if any one or more of these risks or uncertainties prove to be incorrect or do not occur, the actual results of operation may differ substantially from the Projections. Projections are subject to actual future financial results, market conditions, contingencies and other events that have not yet occurred; there are many important risk factors which can cause actual results to differ materially from the Projections; and all Projections have been prepared internally by the Company and have not been reviewed by outside investment or accounting professionals.  A full list of risk factors will be set forth in the Private Placement Memorandum, Subscription Documents and related materials.

INVESTMENT REQUIREMENTS

If interested in receiving further information about the Company, Prospective Investors should contact Camilo R. Escalante for a Private Placement Memorandum, Subscription Agreement and related materials.  Prior to investing in the Company, all prospective investors shall review the contents of the Private Placement Memorandum, Subscription Agreement and related materials.  Prospective Investors are required to complete certain documents regarding investment qualifications and suitability before investing therein.

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