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SAMPLE COMPANY CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM NOTICES TO ELIGIBLE INVESTORS THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (THIS “PRIVATE PLACEMENT MEMORANDUM”) HAS BEEN PROVIDED ON A CONFIDENTIAL BASIS SOLELY FOR PROSPECTIVE INVESTORS CONSIDERING THE PURCHASE OF UNITS (“UNITS”) OF MEMBERSHIP INTERESTS (THE “MEMBERSHIP INTERESTS”) IN SAMPLE COMPANY, A DELAWARE LIMITED LIABILITY COMPANY (THE “COMPANY”), HAVING AS ITS MANAGING MEMBER, SAMPLE COMPANY, A DELAWARE LIMITED LIABILITY COMPANY (THE “MANAGING MEMBER”). ANY REPRODUCTION OF THIS PRIVATE PLACEMENT MEMORANDUM, IN WHOLE OR IN PART, OR THE DISCLOSURE OF ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE MANAGING MEMBER, IN ITS SOLE AND ABSOLUTE DISCRETION, IS PROHIBITED. ACCEPTANCE OF THIS PRIVATE PLACEMENT MEMORANDUM BY PROSPECTIVE INVESTORS CONSTITUTES AN AGREEMENT TO BE BOUND BY THE FOREGOING TERMS. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS PRIVATE PLACEMENT MEMORANDUM AS LEGAL ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT HIS OR HER OWN ADVISORS AS TO LEGAL, TAX, AND RELATED MATTERS CONCERNING AN INVESTMENT IN THE UNITS. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING CONTEMPLATED HEREBY, INCLUDING THE MERITS AND RISKS INVOLVED. THE UNITS HAVE NOT BEEN RECOMMENDED BY ANY U.S. FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE UNITS OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION. THESE UNITS ARE BEING OFFERED ONLY TO INVESTORS WHOM THE MANAGING MEMBER BELIEVES HAVE THE QUALIFICATIONS NECESSARY TO PERMIT THE MEMBERSHIP INTERESTS TO BE OFFERED AND SOLD IN RELIANCE UPON THESE EXEMPTIONS. THE MEMBERSHIP INTERESTS MAY NOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE OWNERSHIP AND TRANSFERABILITY OF THE MEMBERSHIP INTERESTS ARE FURTHER GOVERNED AND RESTRICTED BY THE TERMS OF THE COMPANY’S OPERATING AGREEMENT (THE “LLC AGREEMENT”) AND THE SUBSCRIPTION DOCUMENTS TO BE EXECUTED BY AN INVESTOR.