Q.  Long Term Nature of Investment 

An investment in the Units may be long term and illiquid. As discussed above, the offer and sale of the Units will not be registered under the Securities Act or any foreign or state securities laws by reason of exemptions from such registration, which depends in part on the investment intent of the investors. Prospective investors will be required to represent in writing that they are purchasing the Units for their own account for long-term investment and not with a view towards resale or distribution. Accordingly, purchasers of Units must be willing and able to bear the economic risk of their investment for an indefinite period of time. It is likely that investors will not be able to liquidate their investment in the event of an emergency.

R.  No Current Market For Units

There is no current market for the Units offered in this private Offering and no market is expected to develop in the near future.

S.  Compliance with Securities Laws

The Units are being offered for sale in reliance upon certain exemptions from the registration requirements of the Securities Act, applicable South Carolina Securities Laws, and other applicable state securities laws. If the sale of Units were to fail to qualify for these exemptions, purchasers may seek rescission of their purchases of Units. If a number of purchasers were to obtain rescission, Clovis ai would face significant financial demands, which could adversely affect Clovis ai as a whole, as well as any non-rescinding purchasers.

T.  Offering Price

The price of the Units offered has been arbitrarily established by Clovis ai, considering such matters as the state of the Partnership’s business development and the general condition of the industry in which it operates. The Offering price bears little relationship to the assets, net worth, or any other objective criteria of value applicable to Clovis ai.

U.  Lack of Firm Underwriter

The Units are offered on a “best efforts” basis by the General Partners of Clovis ai without compensation and on a “best efforts” basis through certain FINRA registered broker-dealers, which enter into Participating Broker-Dealer Agreements with the Partnership. Accordingly, there is no assurance that the Partnership, or any FINRA broker-dealer, will sell the maximum Units offered or any lesser amount.

V.  Projections: Forward Looking Information

Management has prepared projections regarding Clovis ai anticipated financial performance. The Partnership’s projections are hypothetical and based upon a presumed financial performance of the Partnership, the addition of a sophisticated and well funded marketing plan, and other factors influencing the business of Clovis ai. The projections are based on Management’s best estimate of the probable results of operations of the Partnership, based on present circumstances, and have not been reviewed by Clovis ai independent accountants. These projections are based on several assumptions, set forth therein, which Management believes are reasonable. Some assumptions upon which the projections are based, however, invariably will not materialize due the inevitable occurrence of unanticipated events and circumstances beyond Management’s control. Therefore, actual results of operations will vary from the projections, and such variances may be material. Assumptions regarding future changes in sales and revenues are necessarily speculative in nature. In addition, projections do not and cannot take into account such factors as general economic conditions, unforeseen regulatory changes, the entry into Clovis ai market of additional competitors, the terms and conditions of future capitalization, and other risks inherent to the Partnership’s business. While Management believes that the projections accurately reflect possible future results of Clovis ai operations, those results cannot be guaranteed.

W.  General Economic Conditions

The financial success of the Partnership may be sensitive to adverse changes in general economic conditions in the United States, such as recession, inflation, unemployment, and interest rates. Such changing conditions could reduce demand in the marketplace for the Partnership’s products. Management believes that the impending growth of the market, mainstream market acceptance, transition to value-based care reimbursement models, and the targeted product line of Clovis ai will insulate the Partnership from excessive reduced demand. Nevertheless, Clovis ai has no control over these changes.