EFTA Document EFTA01354903

GC:M!: .0 Important Information for Recipients in Certain Jurisdictions (3/6) For persons in Hong Kong. The information memorandum in relation to any interest and/or investment referred to in this Presentation has not been approved by the Securities anti nutures Commission of Hong Kong. Accordingly Ceti any Interests or se-aunties may not be offered or sold and have net been offered or sold in Hong Kong. by means et any document, other titan to (i) "professional investors- as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made tinder that Ordinance, or (ii) in other circumstances which do not result in the document being a -prospectus" as defined in the Companies Ordinance (Cap 622) of Hong leong or which do not constitute an offer to the pubic %%thin the meaning of that Ordinance, and (b) no person has issued or had In its possession for the purposes of issue, and will not issue or have in IM possession for the purposes of issue, whether in Hong Kong or etewtiere. any advertisement. invitation or document relating to any interest or securities, which ks directed at. or the contents of which are or are likely to be accessed or read by. the public in Hong Kong (except if permitted to do so under securities laws of Hong Kong) other than With respect to any interests or StiCtiritieS winch are or are intended to be disposed of only to persons outside Hong Kong or only to 'professional investors- within the definition of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance. For persons in Israel. This Presentation has not been approved by the Israel Securities Authority arid will only be distributed to Israeli residents in a manner that will not constitute 'an offer to the public' under sections 15 and 15a of the Israel Securities Law. 572s-1968 ("the Securities Law"i or section 25 of the Joint Investment Trusts Law. 5756-1994 (-the joint Investment Trusts Law"). as applicable. The products described in this Presentation (the "Products" are being offered to a limited number of investors (35 investors or fewer during any given 12 month period) and/or those categories of investors listed in the First Addendum (*the Addendum") to the Securities Law, ("Sophisticated investors") namely joint investment funds or mutual trust funds. provident funds, insurance companies, banking corporations (purchasing Prot-Nets For themselves or for clients who are Sophistieated Investors), portfolio managers (purchasing Products for then"selves or for clients who are Sophisticated Investors), investment advisors or investment marketers (purchasing Products for themselves). members of the Tel-Aviv Stock Exchange (purchasing Products for themselves or for clients who are Sophisticated Investors), underwriters ;purchasing Products tor themselves). venture capital tends engaging mainly in the capita€ market, an entity wthich is wholly owned by Sophisticated Investors, corporations. (other than fanned for the specific purpose of an acquisition pursuant to an offer). with a shareholders equity in excess of NIS 50 million. and individuals in respect of whom the temps of item 0 in the Schedule to the Investment Advice Law hold true investing for their own account. in respect of which at least one of the following applies: the total value of their cash, deposits, financial assets (as defined in the Investment Adviee Lowland securities traded on a stock exchange licensed under the Securities Law (together, "Liquid Assets.") exceeds NIS 8 million (approxin-rately E.1.3 million), their level of income over each of the preceding two years exceeds MS 1.2 million (approximately 1.200,000). or the level of income of their -family unit exceeds NIS 1 8 million (approximately E300,000); or the aggregate Value of ail their Is uid Assets exceeds NIS 5 mil on (approximately E830,C00) and their level of income over each of the preceding levee years exceeds NIS 600,000 (approximately £100.000). or the level of income of their lanely unit' exceeds NIS 000,000 (approximately £150.000), each as defined in the said Addendum. as amended from time to time, and who in each case have provided written confirmation that they qualify as Sophisticated investors. and that they are aware of the consequences of such designation and agree thereto: in all cases under circumstances that will fall within the private placement or ether exemptions of the Joint Investment -Nests Law, the Securities Law and any applicable guidelines. pronouncements or rulings issued from time to time by the Israel Securities Authority. This Presentation may nol be reproduced or used for any other purpose, nor be furnished to any other person other than those to whom copies have been sent Any &three who purchases a Product is purchasing such Product for its own benefit and account and not with the aan or intention of distributno offering such Product to other parties (other than, in the case of an offeree wtech is a Sophisticated Investor by virtue of il being a banking corporation. portfolio manager or 'neither of the Tel-Aviv Stock Exchange. as defined in the Addendum, where such offeree is purchasing Product for another party which is a Sophists:sated Investor). Nothing in this Presentation (Mould be consWered investment advice or investment marketing as defined in the Regulation of investment Counselling. Investment Marketing and Portfolio Management Law. 5755-1905. Investors are encouraged to seek competent investment counselling from a locally licensed investment counsel prior to making the investment. As a prerequisite to the receipt of a copy of this Presentation a recipient shall be required by the Fund to provide confirmation that it is a Sophisticated Investor purchasing Products for its own account or where applicable. for other Sophisticated Investors This Presentation does not constitute an offer to sell Or selketation of an offer to buy any securities other than the interests in the Fund offered hereby, nor does it constitute an otter to sell to Or solicitation of an offer to buy from any person or persons in any state or other Jurisdiction in which such otter or solicitation wouldbe unlawful, or in which the person making such offer or solicitei ^F not qualified to do so, or to a persen or persons to whom it is unlawful to make such offer or solicitation. Glendower Capital S'I'R Om), CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0039501 CONFIDENTIAL SDNY_GM_00185685 EFTA01354903