NOTHING CONTAINED HEREIN IS INTENDED OR SHALL BE DEEMED TO BE AN OFFER TO SELL REAL ESTATE OR REAL ESTATE SECURITIES TO RESIDENTS OF THE STATE OF NEW YORK. IN FURTHERANCE OF THE FOREGOING,312 OCEAN PARK, LLC, A FLORIDA LIMITED LIABILITY COMPANY(“SPONSOR” OR “DEVELOPER”), HEREBY DISCLOSES THE FOLLOWING: (A) NEITHER SPONSOR, NOR ITS PRINCIPAL(S) TAKING PART IN THE PUBLIC OFFERING OR SALE ARE INCORPORATED IN, LOCATED IN, OR RESIDENT IN THE STATE OF NEW YORK, (B) THE OFFERING IS NEITHER MADE IN THE STATE OF NEW YORK NOR MADE TO THE RESIDENTS OF THE STATE OF NEW YORK, (C) THE OFFERING IS NOT DIRECTED TO ANY PERSON OR ENTITY IN THE STATE OF NEW YORK BY, OR ON BEHALF OF, SPONSOR OR ANYONE ACTING WITH SPONSOR’S KNOWLEDGE; AND (D) NO OFFERING OR PURCHASE OR SALE OF THE SECURITY OR ANY UNIT SHALL TAKE PLACE AS A RESULT OF THIS OFFERING IN NEW YORK OR WITH A RESIDENT OF THE STATE OF NEW YORK, UNTIL ALL REGISTRATION AND FILING REQUIREMENTS UNDER THE MARTIN ACT AND THE NEW YORK ATTORNEY GENERAL’S REGULATIONS ARE COMPLIED WITH; A WRITTEN EXEMPTION IS OBTAINED PURSUANT TO AN APPLICATION IS GRANTED PURSUANT TO AND IN ACCORDANCE WITH COOPERATIVE POLICY STATEMENTS #1 OR #7; OR A “NO-ACTION” REQUEST IS GRANTED.
