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II. TERMS OF THE OFFERING THE OFFERING. The Company is offering between 10 and 25 units of Membership Interests in the Company (each, a “Unit”) at a price of $25,000 per Unit, representing a total minimum offering price of $250,000, and a total maximum offering price of $1,000,000. The minimum purchase for each person or entity subscribing for Interests will be one Unit; however, the Company reserves the right to sell less than one Unit if approved by the Managing Member in its sole and absolute discretion on a selective basis. Investors' contributions will be released to the Company following receipt of the Minimum Amount and the Initial Offering Termination Date. TIME OF PAYMENT OF CONTRIBUTION. Contributions are due in full in the form of $25,000 per Unit, cash, upon execution of the Subscription Agreement. Upon receipt, all subscription proceeds will be deposited and held in a segregated account, pending the receipt and acceptance by the Company of the Minimum Amount. Subscriptions are irrevocable during the offering period; subscribers for Membership Interests may not withdraw funds from such account. Upon release to the Company of each investor's contribution and acceptance of his or her subscription by the Company, the investor will be admitted to the Company as an Investor Member. If for any reason the Managing Member terminates the Offering or rejects a subscription in its discretion, the Managing Member will return the contributions, without interest, to each affected subscriber. EXEMPTION FROM REGISTRATION. Units offered hereunder are being sold pursuant to an exemption from the registration provisions of federal and state securities acts which require that, among other elements, an investor have an intent to own the securities for his or her own account for an indefinite time, and, in effect, be able to bear the loss of his or her entire investment in the Company. INVESTOR SUITABILITY STANDARDS. An investment in the Membership Interests involves a high degree of risk and is a suitable investment vehicle for those persons or entities of substantial financial means who have no need for liquidity in this investment. The success of this Offering depends on many factors beyond the control of the Company. Although the intent of the Company is to secure substantial economic gain for investors, investors may sustain a loss of part or all of their investment (See “RISK FACTORS AND POTENTIAL CONFLICTS OF INTEREST” in Section VI below). In addition, transferability of the Membership Interests is restricted under the terms of the