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Those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell these securities. The securities offered by this prospectus have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act ), or applicable state securities or blue sky laws, and may not be offered or sold within the United States or its territories or possessions, except in a transaction exempt from the registration req.

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