Who May Invest
We will offer and sell the Units in reliance on an exemption from the registration requirements of the Securities Act and state securities laws pursuant to Rule 506(b) of Regulation D. Accordingly, sales of the Units will be strictly limited to persons who meet the requirements and make the representations set forth below. We reserve the right, in our sole discretion, to reject any subscription based on any information that may become known or available to us about the suitability of a prospective Investor or for any other reason.

An investment in the Units involves a high degree of risk and is suitable only for persons of substantial financial means who have no need for liquidity in this investment. Only Investors who (i) purchase the minimum purchase amount as set forth in the Memorandum, and (ii) represent in writing that they meet the Investor suitability requirements set by us and as may be required under federal or state law, may acquire Units. The written representations you make will be reviewed to determine your suitability.

The Investor suitability requirements stated below represent minimum suitability requirements established by the Manager, for Investors in Units. However, your satisfaction of these requirements will not necessarily mean that the Units are a suitable investment for you, or that we will accept you as an Investor. Furthermore, we may modify such requirements in our sole discretion, and such modifications may raise the suitability requirements for Investors.
You must represent in writing that you meet, among others, all of the following requirements (the “Investor
Suitability Requirements”):
(a)  You have received, read and fully understand the Memorandum and are basing your decision to
invest solely on the information contained in the Memorandum. You have relied only on the
information contained in the Memorandum and have not relied on any representations made by any
other person;

(b) The Investor has such knowledge of, and experience in, financial and business matters as to be
capable of (A) evaluating the merits and risks of, and bearing the economic risks entailed by, an
investment in the Company and (B) protecting his, her or its interests in connection with that
investment. The Investor acknowledges that an investment in the Company involves a high degree
of risk;

(c) The Investor may be required to hold the Units indefinitely or to transfer the Units in “private
placements” that are exempt from registration under the Securities Act, in which event the transferee
will acquire “restricted securities” subject to the same limitations as in the hands of the Investor.
The Investor acknowledges that, as a consequence, it must bear the economic risks of the investment
in the Units for an indefinite period of time.

(d) The Investor understands that the Units are, and will remain, illiquid. The Investor has reviewed
his, her or its financial condition and commitments, and discussed those matters with advisors to the
extent that the Investor considers necessary. Based on that review, the Investor is satisfied that he,
she or it (A) has adequate means of providing for his, her or its financial needs without selling,
transferring or otherwise disposing of any the Units and (B) is capable of bearing the economic risk
of (y) investing in the Securities for an indefinite period of time and (z) the possible loss of all or
part of the Investor’s investment in the Units. 

(e) The Investor is acquiring the Units for the Investor’s own account, and not with a view to, or for,
resale or distribution in violation of the Securities Act, the securities laws of any U.S. state or the
securities Laws of any other applicable jurisdiction. No Person has a direct or indirect beneficial
interest in the Unit to be issued to the Investor under the Operating Agreement and, other than the
Operating Agreement, the Investor does not have any contract, understanding, agreement or
arrangement with any Person to sell, assign, transfer or otherwise dispose of any the Units to any
Person

(f) Investor has such knowledge and experience in financial and business matters that you are capable
of evaluating the merits of investing in the Units and have the ability to protect your own interests
in connection with such investment; and

(g) You are an “Accredited Investor” as defined in Rule 501(a) of Regulation D under the Securities
Act.

An “Accredited Investor” is any:
  • Natural person that has (i) an individual net worth, or joint net worth with his or her spouse (or spousal equivalent), of more than $1,000,000 (see below regarding calculation of net worth); or (ii) individual income in excess of $200,000, or joint income with his or her spouse (or spousal equivalent) in excess of $300,000, in each of the two most recent calendar years and has a reasonable expectation of reaching the same income level in the current calendar year;
  • ​Corporation, Massachusetts or similar business trust, partnership, limited liability company or organization described in Code Section 501(c)(3), not formed for the specific purpose of acquiring Units, with total assets over $5,000,000;
  • ​Holder in good standing of certain professional certifications or designations, including the Financial Industry Regulatory Authority, Inc. Licensed General Securities Representative (Series 7), Licensed Investment Adviser Representative (Series 65), or Licensed Private Securities Offerings Representative (Series 82) certifications.
  • ​Entity with investments (as defined in Section 2a51-1(b) of the Investment Company Act) exceeding $5,000,000, not formed for the specific purpose of acquiring Units;
  • ​Investment adviser registered under the Investment Advisers Act of 1940 (the “Advisers Act”), or an exempt reporting adviser (as defined in Section 203(l) or Section 203(m) of the Advisers Act), or a state-registered investment adviser;
  • ​Trust, with total assets over $5,000,000, not formed for the specific purpose of acquiring Units and whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in Units as described in Rule 506(b)(2)(ii) under the Securities Act;
  • ​Family client of family office, with total assets of at least $5,000,000, not formed for the specific purpose of acquiring Units and whose purchase is directed by a person who has such knowledge and experience in financial and business matters that the family office is capable of evaluating the merits and risks of an investment in Units as described in Section 202(a)(11)(G)-1(b) under the Advisers Act;
  • ​Broker-dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended;
  • ​Investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”) or a business development company (as defined in Section 2(a)(48) of the Investment Company Act);
  • ​Small business investment company licensed by the Small Business Administration under Section 301(c) or (d) or the Small Business Investment Act of 1958, as amended;
  • ​Rural business investment company (as defined in Section 384A of the Consolidated Farm and Rural Development Act);
  • ​An employee benefit plan within the meaning of ERISA, if the investment decision is made by a plan fiduciary (as defined in Section 3(21) of ERISA), which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are Accredited Investors
  • ​Private business development company (as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended);
  • ​Bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity, or any insurance company as defined in Section 2(13) of the Securities Act;
  • ​Plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets of more than $5,000,000;
  • ​One of our officers, directors, advisory board members or trustees or persons serving in a similar capacity; or,
  • ​An entity in which all of the equity owners are Accredited Investors.
For purposes of calculating your Net Worth, “Net Worth” means the excess of total assets at fair market value (including personal and real property, but excluding the estimated fair market value of a person's primary home) over total liabilities. Total liabilities excludes any mortgage on the primary home in an amount up to the home's estimated fair market value as long as the mortgage was incurred more than 60 days before the securities were purchased, but includes (i) any mortgage amount in excess of the home's fair market value and (ii) any mortgage amount that was borrowed during the 60-day period before the closing date for the sale of securities for the purpose of investing in the securities. In the case of fiduciary accounts, the net worth and/or income suitability requirements must be satisfied by the beneficiary of the account, or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of the Units.
(h) In addition, the SEC has issued certain no action letters and interpretations in which it deemed certain trusts to be Accredited Investors, such as trusts where the trustee is a bank as defined in Section 3(a)(2) of the Securities Act and revocable grantor trusts established by individuals who meet the requirements of clause (i) or (ii) of the first sentence of this paragraph (h). However, these no-action letters and interpretations are very fact specific and should not be relied upon without close consideration of your unique facts.

(i) Neither you nor any subsidiary, affiliate, owner, shareholder, partner, member, indemnitor, guarantor or related person or entity:

            (a) is a Sanctioned Person (as defined below); 
            (b) has more than 15% of its assets in Sanctioned Countries (as defined below); or
            (c) derives more than 15% of its operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Countries.

For purposes of the foregoing, a “Sanctioned Person” means:

           (a) a person named on the list of “specially designated nationals” or “blocked persons”
maintained by the U.S. Office of Foreign Assets Control (“OFAC”) at

           (b) (i) an agency of the government of a Sanctioned Country, (ii) an organization controlled
by a Sanctioned Country, or (iii) a person resident in a Sanctioned Country, to the extent
subject to a sanctions program administered by OFAC. 

A “Sanctioned Country” shall mean a country subject to a sanctions program identified on the list maintained by OFAC and available at https://www.treasury.gov/about/organizational-structure/offices/Pages/Office-of-ForeignAssets-Control.aspx, or as otherwise published from time to time.

IF YOU DO NOT MEET THE REQUIREMENTS DESCRIBED ABOVE, IMMEDIATELY
RETURN THIS MEMORANDUM TO US OR THE APPLICABLE SELLING GROUP MEMBER. IN THE
EVENT YOU DO NOT MEET SUCH REQUIREMENTS, THIS MEMORANDUM WILL NOT
CONSTITUTE AN OFFER TO SELL UNITS TO YOU.

Discretion of the Manager. The Investor Suitability Requirements stated above represent minimum suitability requirements, as established by the Manager, for Investors. Accordingly, the satisfaction of applicable requirements by an Investor will not necessarily mean that the Units are a suitable investment for such Investor, or that the Manager will accept the Investor as a subscriber. Furthermore, the Manager may modify such requirements at its sole and absolute discretion for all or certain Investors, and any such modification may raise the suitability requirements for Investors.

The written representations you make will be reviewed to determine your suitability. The Manager may, in its sole and absolute discretion, refuse a subscription for Units if it believes that an Investor does not meet the applicable Investor Suitability Requirements, the Units otherwise constitute an unsuitable investment for the Investor, or for any other reason.

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