Cautionary Statements and Investment Disclaimer

The information provided in this document contains
statements related to our future business and financial performance and future
events or developments involving  Gateway
Property Group that constitute forward-looking statements. These statements may
be identified by words such as "expect," "look forward to,"
"anticipate," "intend," "plan,"
"believe," "seek," "estimate," "will,"
"project" or words of similar meaning. We may also make
forward-looking statements in other reports, in presentations, in material
delivered to shareholders and in press releases. In addition, our
representatives may from time to time make oral forward-looking statements.
Such statements are based on the current expectations and certain assumptions
of our management, and are, therefore, subject to certain risks and
uncertainties. A variety of factors, many of which are beyond our control,
affect our operations, performance, business strategy and results and could
cause our actual results, performance or achievements to be materially
different from any future results, performance or achievements that may be
expressed or implied by such forward-looking statements or anticipated on the
basis of historical trends. These factors include in particular, but are not
limited to, the matters described in under “Risk Factors”.

 

If one or more of these risks or uncertainties materialize,
or if underlying assumptions prove incorrect, our actual results, performance
or achievements may vary materially from those described in the relevant
forward-looking statement as being expected, anticipated, intended, planned,
believed, sought, estimated or projected. 
We neither intend, nor assume any obligation, to update or revise these
forward-looking statements considering developments which differ from those we
anticipated.

 

Due to rounding, numbers presented throughout this and other
documents may not add up precisely to the totals provided and percentages may
not precisely reflect the absolute figures.

 

Accordingly, you should treat all forward-looking statements
with caution since such forward looking statements might very well prove to be
inaccurate.

Cautionary Statements and Investment Disclaimer

THIS OFFERING OF SECURITIES HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS INFORMATION. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

 

WE HAVE NOT REGISTERED THE SHARES DESCRIBED IN THIS
MEMORANDUM UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), OR THE
SECURITIES LAWS OF ANY STATE, AND WE ARE OFFERING AND SELLING THE SHARES IN
RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH
LAWS. THERE IS NO PUBLIC MARKET FOR OUR SECURITIES. EVEN IF SUCH MARKET
EXISTED, YOU WILL BE REQUIRED TO REPRESENT THAT YOU ARE ACQUIRING THE SHARES
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO SALE OR DISTRIBUTION, AND YOU
WILL NOT BE ABLE TO RESELL THE SHARES UNLESS THE SHARES ARE REGISTERED UNDER
THE ACT AND QUALIFIED UNDER THE APPLICABLE STATE STATUTES (UNLESS AN EXEMPTION
FROM SUCH REGISTRATION AND QUALIFICATION IS AVAILABLE). YOU SHOULD BE PREPARED
TO BEAR THE ECONOMIC RISK OF YOUR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

 

WE WILL MAKE AVAILABLE BEFORE CLOSING TO ANY PROSPECTIVE
QUALIFIED INVESTOR THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM
US CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING AND OUR BUSINESS AND OPERATIONS,
AND TO OBTAIN ADDITIONAL INFORMATION TO THE EXTET WE POSSESS SUCH INFORMATION
OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE.

 

THIS WEBSITE CONTAINS SUMMARIES OF CERTAIN DOCUMENTS WHICH
ARE IDENTIFIED IN OUR PRIVATE PLACEMENT MEMORANDUM UNDER "DOCUMENTS
AVAILABLE FOR INSPECTION." ALL SUCH SUMMARIES ARE QUALIFIED IN THEIR
ENTIRETY BY REFERENCE TO SUCH DOCUMENTS, WHICH DOCUMENTS WILL BE MADE AVAILABLE
TO QUALIFIED PROSPECTIVE YOUR UPON WRITTEN REQUEST.

 

YOU MAY NOT INVEST UNTIL YOU HAVE RECEIVED AND REVIEWED OUR
PRIVATE PLACEMENT MEMORANDUM WITH ADDITIONAL INFORMATION ABOUT THIS INVESTMENT.

 

THIS IS NOT AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO
BUY ANY SECURITY LISTED HEREIN. PAST PERFORMANCE IS NO INDICATION OF FUTURE
PERFORMANCE. NOTHING HEREIN SHALL BE CONSTRUED AS TAX, LEGAL OR ACCOUNTING
ADVICE; YOU SHOULD CONTACT YOUR OWN ADVISOR FOR SUCH ADVICE.