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The materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for the securities mentioned in such materials (the “Securities“) in any jurisdiction. Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act“), and no Securities may be reoffered or resold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Further, unless an exemption under the relevant securities law is applicable, the Securities may not be reoffered, resold, delivered or distributed, directly or indirectly, in or into any jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction.

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