This Offering has not been registered with the Securities and Exchange Commission (the “SEC”), and is being made in reliance on certain exemptions from registration under the Securities Act of 1933, as amended (“Securities Act”), including Section 4(a)(2) of the Securities Act. Specifically, this Offering is being made solely to Accredited Investors (as defined in Rule 501 of the Securities Act) in reliance on Rule 506(c) of Regulation D adopted by the SEC and promulgated under Section 4(a)(2) of the Securities Act. Any questions regarding this, please contact us.

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