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AN INVESTMENT IN THE UNITS INVOLVES SIGNIFICANT RISKS DUE, AMONG OTHER THINGS, TO THE NATURE OF THE COMPANY’S INVESTMENTS. SEE “RISK FACTORS AND POTENTIAL CONFLICTS OF INTEREST.” INVESTORS SHOULD BE AWARE THAT THEY MIGHT BE REQUIRED TO BEAR THE FINANCIAL RISKS OF AN INVESTMENT IN THE UNITS FOR AN INDEFINITE PERIOD OF TIME. AN INVESTMENT IN THE COMPANY SHOULD BE CONSIDERED BY AN INVESTOR ONLY IF SUCH INVESTOR CAN AFFORD THE RISK OF LOSS OF HIS OR HER ENTIRE INVESTMENT. THERE WILL BE NO PUBLIC MARKET FOR THE UNITS, AND THERE IS NO OBLIGATION ON THE PART OF ANY PERSON TO REGISTER THE MEMBERSHIP INTERESTS UNDER THE SECURITIES ACT. THIS PRIVATE PLACEMENT MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, ANY MEMBERSHIP INTERESTS IN ANY STATE OR OTHER JURISDICTION WHERE SUCH OFFER OR SOLICITATION IS UNLAWFUL OR NOT AUTHORIZED. THIS PRIVATE PLACEMENT MEMORANDUM IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE LLC AGREEMENT AND THE SUBSCRIPTION DOCUMENTS RELATED THERETO, ALL OF WHICH SHOULD BE REVIEWED BY A PROSPECTIVE INVESTOR PRIOR TO PURCHASING AN INTEREST IN THE COMPANY. THE MANAGING MEMBER AND ITS AFFILIATES RESERVE THE RIGHT TO MODIFY ANY OF THE TERMS OF THE OFFERING AND THE MEMBERSHIP INTERESTS DESCRIBED HEREIN. THE UNITS ARE OFFERED SUBJECT TO THE RIGHT OF THE MANAGING MEMBER TO REJECT ANY REQUESTED SUBSCRIPTION IN WHOLE OR IN PART FOR ANY OR NO REASON IN ITS SOLE AND ABSOLUTE DISCRETION. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION CONCERNING THE COMPANY OR THE OFFERING OF THE MEMBERSHIP INTERESTS OTHER THAN THE INFORMATION CONTAINED IN THIS PRIVATE PLACEMENT MEMORANDUM, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE MANAGING MEMBER. THIS PRIVATE PLACEMENT MEMORANDUM SUPERSEDES ALL INFORMATION AND MATERIALS FURNISHED TO A PROSPECTIVE INVESTOR PRIOR TO THE DATE OF THIS PRIVATE PLACEMENT MEMORANDUM TO THE EXTENT SUCH PRIOR INFORMATION AND MATERIALS ARE INCONSISTENT IN ANY WAY WITH THE INFORMATION CONTAINED IN THIS PRIVATE PLACEMENT MEMORANDUM. PROSPECTIVE INVESTORS SHOULD ASSUME THAT THE INFORMATION IN THIS PRIVATE PLACEMENT MEMORANDUM IS ACCURATE ONLY AS OF THE DATE OF THIS PRIVATE PLACEMENT MEMORANDUM OR AS OF ANOTHER DATE SPECIFIED HEREIN. CERTAIN OF THE ECONOMIC, FINANCIAL MARKET AND FITNESS MARKET INFORMATION CONTAINED HEREIN HAS BEEN OBTAINED FROM PUBLISHED SOURCES AND/OR PREPARED BY OTHER PARTIES. WHILE SUCH INFORMATION IS BELIEVED TO BE RELIABLE FOR THE PURPOSES USED HEREIN, NONE OF THE COMPANY, THE MANAGING MEMBER OR ANY OF EITHER’S RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, SHAREHOLDERS, MEMBERS, MANAGING MEMBERS, MANAGERS OR OF