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Overseas Persons
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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 or in any jurisdiction in which such offer or solicitation would be unlawfulprior 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 US Securities Act of 1933 (the“Securities Act”), and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into United States except pursuant to an applicable exemption from the registration requirementsof 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 Securitiesmentioned herein will not be registered under or offered in compliance with applicable securities laws of any state, province, territory, county or jurisdiction of Canada, Australia, the Hong Kong SpecialAdministrative Region of the People’s Republic of China, South Africa or Japan. 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, Australia, the Hong Kong Special Administrative Region of the People’s Republic of China, South Africa or Japan or any other jurisdictionif to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction.
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