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DISCLAIMER: NOTHING CONTAINED HEREIN SHOULD BE TAKEN AS AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF AN OFFER TO PURCHASE SECURITIES. ANY OFFER OF SECURITIES IN ANY PROJECT MAY ONLY BE MADE PURSUANT TO A WRITTEN OFFERING MEMORANDUM AND ANY SALE OF SECURITIES IN SUCH PROJECT SHALL BE EVIDENCED BY A SUBSCRIPTION AGREEMENT EXECUTED BY THE POTENTIAL INVESTOR. IF THE INVESTOR IS A U.S. PERSON RESIDING IN THE U.S. AT THE TIME OF THE OFFERING, THE OFFERING WILL BE MADE ONLY TO "ACCREDITED INVESTORS," AS DEFINED UNDER RULE 501(A) OF REGULATION D OF THE SECURITIES ACT OF THE U.S. IF, AT THE TIME OF THE OFFERING, THE INVESTOR IS A NON-U.S. PERSON AND IS NOT LOCATED IN THE U.S. THEN REGULATION S OF THE 1933 SECURITIES ACT SHALL APPLY. IRRESPECTIVE OF JURISDICTION, NO OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY SECURITIES MAY BE MADE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SALE.