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These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States (including its territories and dependencies, any State of the United States and the District of Columbia) or in any jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities mentioned herein have not been and will not be registered under the Securities Act, and may not be offered, sold, resold, exercised, delivered or distributed, directly or indirectly, in or into United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will be no public offering of such securities in the United States. The securities mentioned herein will also not be registered under or offered in compliance with applicable securities laws of any state, province, territory, county or jurisdiction of Canada, Japan or Australia or any other restricted jurisdiction. Accordingly, unless an exemption under the relevant securities law is applicable, any such securities may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into Canada, Japan or Australia or any other 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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