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In particular, unless otherwise determined by the Company and permitted by applicable law and regulation, the Materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for the Securities in any Restricted Jurisdiction or any other jurisdiction in which such offers or sales are unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In particular, the Securities have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act"), and may not be offered or sold in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Securities will not be registered under or offered in compliance with applicable securities laws of any state, province, territory, county or jurisdiction of the United States or the other Restricted Jurisdictions. 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