CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

OFFERING

A MINIMUM AMOUNT OF[AMOUNT] AND

UP TO[AMOUNT] OF MEMBERSHIP INTERESTS

IN

[COMPANY]

(a [STATE] limited liability company)

THE INTERESTS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS MEMORANDUM HAS NOT BEEN FILED WITH, REVIEWED, OR APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SEC. HOWEVER, THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE OFFERED SECURITIES ARE EXEMPT FROM REGISTRATION. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING. THIS MEMORANDUM IS FOR THE CONFIDENTIAL USE OF THE OFFEREE ONLY AND MAY NOT BE REPRODUCED, DISCLOSED OR DISTRIBUTED. ANY ACTIONS TO THE CONTRARY MAY PLACE THE OFFEREE AND THE ISSUER IN VIOLATION OF SECURITIES LAWS. Investment in the partnership involves a SIGNIFICANT RISK OF LOSS. See “Risk FactorS.”

[DATE]

[COMPANY],

a [STATE] limited liability company

OFFERING OF

A MINIMUM AMOUNT OF[AMOUNT] AND

UP TO[AMOUNT] OF MEMBERSHIP INTERESTS