Private Sale Memorandum Disclosures

Effective June 28, 2016


This memorandum relates to the sale of certain intellectual property assets.  In providing this correspondence and offer, neither counsel nor CLYR are offering, advertising, negotiating or otherwise executing a sale of any security – as defined by the Securities Exchange Act or any State Securities Act – or any equity or profit interest in CLYR.  

By accepting this offer sheet, you are acknowledging that it contains certain confidential and sensitive information, and are agreeing to use such information solely for purposes of evaluating this purchase opportunity.  No person has been authorized to give any information or to make any representations concerning CLYR other than those contained in this offer or subsequently provided in writing.  Such other information or representations must not be relied upon.  

The information provided herein was prepared by CLYR and is being furnished solely for your use in connection with its offer to sell its product platform.  This Memorandum, together with any amendments or supplements and any other information that may be furnished by the company, includes or may include certain forward-looking statements, estimates, and projections with respect to the products anticipated future performance.  Such forward-looking statements, estimates, and projections are not guarantees of future performance and reflect various assumptions of the Company’s management that may or may not prove correct and involve various risks and uncertainties over which the Company would have no influence or control.  No independent party has verified or confirmed the reasonableness of the assumptions that form the basis of the forecasts.  

Only the information contained in this Memorandum or contained in documents subsequently furnished by the Company upon your request may be relied upon by you in relation to this offer.  No person has been authorized to make any representations other than those contained in this memorandum.  Regardless, this memorandum is not intended and does not purport to be all-inclusive or to contain all of the information that you may desire in investigating this offer.  You must rely on your own examination of the Company and its product platform and consult your own counsel, accountants and other advisors and carefully review and consider this Memorandum and any other information provided at your request or that you otherwise acquire.  You should not construe any statement made in this Memorandum as investment, tax or legal advice.  

The Company will make available to you, upon request, other documents or information relating to this offer and will afford you the opportunity to ask questions and receive answers from the Company concerning the product.  Representatives of the Company would be more than happy to meet with you in person to provide additional information. 

This private offer is managed by the law office of Mattingly, Cohen, Burke & Biederman, LLP.

Please contact Hamish Cohen at or +1.317.614.7320 for more information.