OH2 LABORATORIES, LLC PRIVATE PLACEMENT OF FUNDING UNITS MANAGEMENT DISCUSSION AND RISK FACTORS NOVEMBER 1, 2014 THE UNITS DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), NOR HAVE THEY BEEN REGISTERED UNDER ANY STATE SECURITIES LAW. THE TRANSFER OR PLEDGE OF SUCH UNITS IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION D OR S OF THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. CERTAIN OTHER RESTRICTIONS ON THE TRANSFER OF UNITS ARE DESCRIBED IN THE COMPANY'S OPERATING AGREEMENT. THERE IS NO, AND THERE IS NOT EXPECTED TO BE A, PUBLIC MARKET FOR THE UNITS.INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. Special Warning Regarding Forward Looking Statements Some of the statements made in the Subscription Package constitute forward- looking statements. These statements are related to future performance of the Company and are identified by words such as "may", "will", "should", "expect", "scheduled", "plan", "intend", "anticipate", "believe", "estimate", "potential", "continue", etc., or the negative of such terms or other similar words. You should read these statements carefully because they discuss future expectations. While it is important to communicate these expectations to you, these statements are only estimates of future performance. Actual performance or events may not meet such expectations and may, in fact, differ materially. In evaluating these forward-looking statements, you should consider various factors, including the factors discussed under "Risk Factors" below and any cautionary or qualifying statements made along with such forward-looking statements. Such factors may cause actual results to differ materially from those expressed in any forward-looking statements made in the Subscription Pa