Common use of Offers and Sales of the Units Clause in Contracts

Offers and Sales of the Units. The offer and sale of the Units are to be effected pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), provided by Section 4(2) thereof, which exempts transactions by an issuer not involving any public offering. Offers and sales of the Units will be made in accordance with the general provisions of Rule 506 of Regulation D under the 1933 Act. The Placement Agent and the Companies hereby establish the following procedures in connection with the offer and sale of the Units: (a) Offers and sales of the Units will be made only to purchasers that qualify as “accredited investors” (as defined in Rule 501 of Regulation D under the 1933 Act). In addition, each investor in the TEI Fund must be either: (1) exempt from U.S. federal income taxation under the Code or (2) a non-“United States person” as defined in the Code. (b) The Units will be offered only by approaching prospective investors on an individual basis. The Units will not be offered or sold by any means of general solicitation or general advertising. (c) In acting as placement agent, neither the Placement Agent nor its employees or agents shall make any offer or sale of Units in a manner that would require the Units to be registered under the 0000 Xxx. All activities by the Placement Agent and its employees and agents shall comply with all applicable laws, rules and regulations including, without limitation, all rules and regulations adopted pursuant to the 1933 Act and the 1940 Act. (d) Members in a Company shall be prohibited from transferring the Units without the relevant Board’s express approval (which approval may be granted or denied in that Board’s sole and absolute discretion) and without compliance with the provisions of each Company’s LLC Agreement. The purpose of this prohibition is to ensure that Units are not resold or otherwise transferred and that no action is taken that might call into question the non-public offering character of the offer and sale of the Units. (e) The Placement Agent will make available to each purchaser or prospective purchaser of Units, a copy of the Memorandum, together with any supplements to the Memorandum that may have been prepared, which will describe, among other things, the Companies and the Units, material agreements of the Companies and risks and special considerations. The Placement Agent will provide each prospective investor in the Companies with a copy of the Memorandum prior to obtaining a Subscription Agreement from such prospective investor. The Placement Agent will not make any written or oral representations to a prospective investor in a Company regarding the Company that is inconsistent with the Memorandum. (f) The Placement Agent shall not prepare any written materials to be submitted to prospective investors in the Companies, or distribute any such written materials prepared by others, without submitting such written materials to the Companies for their prior approval. (g) The Placement Agent shall not be liable or responsible to a Company for any losses, damages or liabilities suffered or incurred by the Company arising from or relating to any resale or transfer of any Units, except to the extent such resale or transfer violates the Company’s transfer restrictions and the Placement Agent has acted as agent or principal in connection therewith.

Offers and Sales of the Units. The offer and sale of the Units are to be effected pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), provided by Section 4(2) thereof, which exempts transactions by an issuer not involving any public offering. Offers and sales of the Units will be made in accordance with the general provisions of Rule 506 of Regulation D under the 1933 Act. The Placement Agent and the Companies hereby establish the following procedures in connection with the offer and sale of the Units: (a) Offers and sales of the Units will be made only to purchasers that qualify as “accredited investors” (as defined in Rule 501 of Regulation D under the 1933 Act). In addition, each investor in the TEI Fund must be either: (1) exempt from U.S. federal income taxation under the Code or (2) a non-“United States person” as defined in the Code. (b) The Units will be offered only by approaching prospective investors on an individual basis. The Units will not be offered or sold by any means of general solicitation or general advertising. (c) In acting as placement agent, neither the Placement Agent nor its employees or agents shall make any offer or sale of Units in a manner that would require the Units to be registered under the 0000 1900 Xxx. All activities by the Placement Agent and its employees and agents shall comply with all applicable laws, rules and regulations including, without limitation, all rules and regulations adopted pursuant to the 1933 Act and the 1940 Act. (d) Members in a Company shall be prohibited from transferring the Units without the relevant Board’s express approval (which approval may be granted or denied in that Board’s sole and absolute discretion) and without compliance with the provisions of each Company’s LLC Agreement. The purpose of this prohibition is to ensure that Units are not resold or otherwise transferred and that no action is taken that might call into question the non-public offering character of the offer and sale of the Units. (e) The Placement Agent will make available to each purchaser or prospective purchaser of Units, a copy of the Memorandum, together with any supplements to the Memorandum that may have been prepared, which will describe, among other things, the Companies and the Units, material agreements of the Companies and risks and special considerations. The Placement Agent will provide each prospective investor in the Companies with a copy of the Memorandum prior to obtaining a Subscription Agreement from such prospective investor. The Placement Agent will not make any written or oral representations to a prospective investor in a Company regarding the Company that is inconsistent with the Memorandum. (f) The Placement Agent shall not prepare any written materials to be submitted to prospective investors in the Companies, or distribute any such written materials prepared by others, without submitting such written materials to the Companies for their prior approval. (g) The Placement Agent shall not be liable or responsible to a Company for any losses, damages or liabilities suffered or incurred by the Company arising from or relating to any resale or transfer of any Units, except to the extent such resale or transfer violates the Company’s transfer restrictions and the Placement Agent has acted as agent or principal in connection therewiththerewith in violation of a Company’s transfer restrictions.