This Offering is only available to “accredited investors,” as defined by Rule 50l(a) of Regulation D of the Securities Act of 1933, as amended. This Offering is being conducted pursuant to Section 4(a)(2) and/or Rule 506(c) of Regulation D under the Securities Act of 1933, as amended, and pursuant to applicable state laws that provide an exemption for limited private offerings. This Offering is not generally available to the public nor may any offers be made in states or jurisdictions that do not recognize such an exemption.