Disclaimer - Notice to Recipient

These materials have been prepared by Global Capital Advisors, LLC ("GCA”) for the Recipient only and for whom such materials are directly addressed and delivered in connection with a possible engagement to provide Transfer Pricing Advisory services and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with us.

No representation or warranty, express or implied, is made as to the accuracy or completeness of any information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of their enterprise and are being furnished and should be considered only in connection with other information, oral or written, being provided by us in connection herewith. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter.

These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by GCA to arrange any financing for any transaction or to purchase any security in connection therewith. We assume no obligation to update or otherwise revise these materials. These materials have not been prepared with a view toward public disclosure under state or federal securities laws or otherwise; and are intended for the benefit and use of the recipient, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, other than as specifically contemplated by a written agreement with us.

Global Capital Advisors is a Limited Liability Corporation organized under the laws of the State of New York and is engaged in the provision of corporate finance advisory services to issuers and prospective issuers of public and private debt securities as well as intercompany debt. In the provision of these services, there may arise the perception of a conflict of interest by virtue of the firm providing multiple advisory services to any one client. In the ordinary course of its corporate finance advisory activities, GCA may be simultaneously engaged in multiple roles as Investor Relations Advisor, Independent Private Placement Advisor, Advisor on Amendments/Waivers and/or as Credit Ratings, Transmittal Advisory, or Transfer Pricing Advisor. We have adopted policies and guidelines designed to preserve the independence of our analytical research.. These policies prohibit our analysts from offering research coverage, a favorable research rating or a specific price target or offering to change a research rating or price target as consideration for, or an inducement to, obtain business or other compensation.

GCA does not provide tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by us to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. If any person uses or refers to any such tax statement in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the statement expressed herein shall be deemed not to have been delivered to support the promotion or marketing of the transaction or matter addressed and the recipient should seek advice based on its particular circumstances from an independent tax advisor.