I. Unanticipated Obstacles to Execution of the Business Plan

The Partnership’s business plans may change significantly. Many of the Partnership’s potential business endeavors are capital intensive and may be subject to statutory or regulatory requirements. Management believes that the Partnership’s chosen activities and strategies are achievable in light of current economic and legal conditions with the skills, background, and knowledge of the Partnership’s principals and advisors. Management reserves the right to make significant modifications to the Partnership’s stated strategies depending on future events.

J. Management Discretion as to Use of Proceeds

The net proceeds from this Offering will be used for the purposes described under “Use of Proceeds.” The Partnership reserves the right to use the funds obtained from this Offering for other similar purposes not presently contemplated which it deems to be in the best interests of the Partnership and its members in order to address changed circumstances or opportunities. As a result of the foregoing, the success of the Partnership will be substantially dependent upon the discretion and judgment of Management with respect to application and allocation of the net proceeds of this Offering. Investors for the Units offered hereby will be entrusting their funds to the Partnership’s Management, upon whose judgment and discretion the investors must depend.

K. Control By Management

Upon completion of this Offering, the Managing Members will own approximately 84% of then issued and outstanding units, and will be able to continue to control Clovis ai. Investor members will own a minority percentage of the Partnership and will have minority voting rights. Investor members will not have the ability to control either a vote of the Managing Member or any appointed officers. See “ MANAGING MEMBER” section.

L. Return of Profits

The Partnership intends to retain any initial future earnings to fund operations and expand the Partnership’s business. A member will be entitled to receive revenue profits proportionate to the amount of units held by that member. The Partnership’s Managing Members will determine a profit distribution plan based upon the Partnership’s results of operations, financial condition, capital requirements, and other circumstances. See Section XIV “DESCRIPTION OF UNITS”

M. No Assurances of Protection for Proprietary Rights; Reliance on Trade Secrets

In certain cases, the Partnership may rely on trade secrets to protect intellectual property, proprietary technology and processes, which the Partnership has acquired, developed or may develop in the future. There can be no assurances that secrecy obligations will be honored or that others will not independently develop similar or superior products or technology. The protection of intellectual property and/or proprietary technology through claims of trade secret status has been the subject of increasing claims and litigation by various companies both in order to protect proprietary rights as well as for competitive reasons even where proprietary claims are unsubstantiated. The prosecution of proprietary claims or the defense of such claims is costly and uncertain given the uncertainty and rapid development of the principles of law pertaining to this area. The Partnership, in common with other firms, may also be subject to claims by other parties with regard to the use of intellectual property, technology information and data, which may be deemed proprietary to others.

N. Dilution

Investors in the Units will experience immediate dilution of their percentage ownership of the Partnership upon investment and in the event additional Units are issued. See Section X “DILUTION”

O. Limited Transferability and Liquidity

To satisfy the requirements of certain exemptions from registration under the Securities Act, and to conform with applicable state securities laws, each investor must acquire his Units for investment purposes only and not with a view towards distribution. Consequently, certain conditions of the Securities Act may need to be satisfied prior to any sale, transfer, or other disposition of the Units. Some of these conditions may include a minimum holding period, availability of certain reports, including financial statements from Clovis ai, limitations on the percentage of Units sold and the manner in which they are sold. Clovis ai can prohibit any sale, transfer or disposition unless it receives an opinion of counsel provided at the holder’s expense, in a form satisfactory to Clovis ai, stating that the proposed sale, transfer or other disposition will not result in a violation of applicable federal or state securities laws and regulations. No public market exists for the Units and no market is expected to develop. Consequently, owners of the Units may have to hold their investment indefinitely and may not be able to liquidate their investments in Clovis ai or pledge them as collateral for a loan in the event of an emergency.

P. Broker – Dealer Sales of Units

The Partnership’s Partnership Units are not presently included for trading on any exchange, and there can be no assurances that the Partnership will ultimately be registered on any exchange due to the fact that it is a limited partnership and not a corporation.
No assurance can be given that Partnership Units will ever qualify for inclusion on any trading market until such time as the General Partners deem it necessary and the limited partnership is converted to a corporation. As a result, the Partnership’s Partnership Units are covered by a Securities and Exchange Commission rule that opposes additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors. For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell the Partnership’s securities and will also affect the ability of members to sell their units in the secondary market. The exit strategy of the Partnership managers is not to go public, but rather to sell the Company as a whole within a two-to-five year timeframe and distribute the sales proceeds to the members on a pari passu and pro rata basis of their Unit holdings.