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1. We are a “qualified institutional buyer” (a “QIB”) as defined in Rule 144A (“Rule 144A”) under the US Securities Act of 1933, as amended (the “US Securities Act”). Further, if we are acting as a fiduciary or agent for one or more investor accounts, (a) each such account is a QIB, (b) we have sole investment discretion with respect to each account, and (c) we have full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account.
2. We acknowledge that the Company’s securities have not been and will not be registered under the US Securities Act and may not be offered or sold in the United States absent registration or exemption from registration under the US Securities Act. There will be no public offer of the Company’s securities in the United States.
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THE MATERIALS CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (OR TO ANY U.S. PERSON) (EXCEPT AS PROVIDED BELOW) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
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