Offering Memorandum

The sale of the securities by this Memorandum has not been registered with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Act”), in reliance on certain exemptions provided under the Act, nor has this Offering been qualified with any state securities commission or other regulatory authority. Any representation to the contrary is a criminal offense. Distribution of this intrastate Offering Memorandum is strictly limited in accordance with the provisions set forth in it.

Neither the SEC nor the securities commissions or regulatory authorities in any state has approved or disapproved of the securities offered in the Memorandum or passed upon the adequacy of the Memorandum. Any representation to the contrary is a criminal offense.

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