You should rely only on the information contained in this Private Placement Memorandum (this
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You should rely only on the information contained in this Private Placement Memorandum (this
“Memorandum”) or to which we have referred you. We have not authorized anyone to provide you
with information that is different. This Memorandum may only be used where it is legal to sell the
Units. The information in this Memorandum may only be accurate on the date of this
Memorandum. No person has any obligation to update the statements and information contained
in this Memorandum.
NOTICE TO INVESTORS
THIS CONFIDENTIAL MEMORANDUM iS BEING FURNISHED ON A STRICTLY CONFIDENTIAL BASIS
SOLELY TO A LIMITED NUMBER OF SOPHISTICATED PROSPECTIVE INVESTORS FOR THE
PURPOSE OF PROVIDING CERTAIN INFORMATION REGARDING THE OFFERING OF THE UNITS. A
PROSPECTIVE INVESTOR MAY NOT DISTRIBUTE OR REPRODUCE THIS MEMORANDUM, OR
DISCLOSE ITS CONTENTS, TO ANY PERSON OTHER THAN PROFESSIONAL REPRESENTATIVES
OF THE INVESTOR IN CONNECTION WITH ITS CONSIDERATION OF THIS INVESTMENT, AS
CONTEMPLATED BY THE CONFIDENTIALITY AGREEMENTS BETWEEN THE INVESTORS AND
KUE, THIS MEMORANDUM AND ANY INFORMATION FURNISHED IN CONNECTION HEREWITH
(COLLECTIVELY, THE “COMPANY INFORMATION"), YOU ACKNOWLEDGE AND AGREE THAT (1) ALL
COMPANY INFORMATION IS CONFIDENTIAL; (If) YOU WILL NOT DISTRIBUTE OR REPRODUCE
THE COMPANY INFORMATION IN WHOLE OR IN PART AND WILL USE THE COMPANY
INFORMATION SOLELY TO EVALUATE AN INVESTMENT IN THE UNITS AND NOT FOR ANY OTHER
PURPOSE; (Ill) IN THE EVENT THAT YOU HAVE NO FURTHER INTEREST IN PARTICIPATING IN
THIS OFFERING, OR IF AT ANY TIME THE COMPANY SO REQUESTS (AT ITS DISCRETION), YOU
WILL PROMPTLY RETURN, DESTROY OR DELETE ALL COMPANY INFORMATION THAT YOU HAVE
RECEIVED AT THE EARLIEST OPPORTUNITY AS REQUESTED BY THE COMPANY; AND (IV) YOU
WILL NOT DISCLOSE TO ANY THIRD PARTY THE COMPANY INFORMATION THAT HAS BEEN
PROVIDED TO YOU. EACH PROSPECTIVE INVESTOR IS RESPONSIBLE FOR THE FEES OF ITS
OWN COUNSEL, ACCOUNTANTS AND OTHER ADVISORS.
THE UNITS OFFERED HEREBY AND THE COMMON LP UNITS AND CLASS A SHARES
REPRESENTED THEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES
ACT AND THE APPLICABLE STATE AND NON-US. SECURITIES LAWS PURSUANT TO
REGISTRATION OR AN EXEMPTION THEREFROM, AND THEN ONLY TO THE EXTENT PERMITTED
BY THE LIMITED PARTNERSHIP AGREEMENT OF KUE AND THE GOVERNING DOCUMENTS AND
AGREEMENT AMONG MEMBERS OF THE GENERAL PARTNER. ACCORDINGLY, INVESTORS
SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF AN
INVESTMENT IN THE UNITS OFFERED HEREBY FOR AN INDEFINITE PERIOD OF TIME.
THE STATEMENTS AND INFORMATION CONTAINED IN THIS MEMORANDUM HAVE BEEN
COMPILED AS OF THE DATE HEREOF (UNLESS OTHERWISE STATED HEREIN) FROM THE
COMPANY AND FROM OTHER SOURCES. NEITHER THE DELIVERY OF THIS MEMORANDUM NOR
ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR THAT THE INFORMATION SET FORTH
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. NO PERSON HAS
ANY OBLIGATION TO UPDATE THE STATEMENTS AND INFORMATION CONTAINED HEREIN,
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION
OF THE COMPANY, THE GENERAL PARTNER AND THE TERMS OF THE OFFERING, INCLUDING
THE MERITS AND RISKS INVOLVED. YOU ACKNOWLEDGE THAT (A) YOU HAVE NOT RELIED ON
THE AGENTS OR ANY PERSON AFFILIATED WITH THE AGENTS IN CONNECTION WITH YOUR
INVESTIGATION OF THE ACCURACY OF THE INFORMATION PROVIDED HEREIN OR YOUR
INVESTMENT DECISION AND (B) NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATION CONCERNING THE COMPANY, THE GENERAL PARTNER OR
THE OFFERING OTHER THAN AS CONTAINED IN THIS MEMORANDUM AND INFORMATION GIVEN
BY DULY AUTHORIZED OFFICERS AND EMPLOYEES OF THE COMPANY IN CONNECTION WITH
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