THESE MATERIALS DO NOT CONTAIN AND DO NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN AN OFFER TO PURCHASE NOR A SOLICITATION TO PURCHASE OR SUBSCRIBE FINANCIAL INSTRUMENTS NOR CAN THEY BE RELEASED, PUBLISHED OR DISTRIBUTED IN THE UNITED STATES, INDIRECTLY OR DIRECTLY (INCLUDING ITS TERRITORIES AND POSSESSIONS, PORTO RICO, THE VIRGIN ISLANDS, GUAM, SAMOA, THE WAKE ISLANDS AND THE NORTHERN MARIANA ISLANDS, EACH STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) OR IN THE NAME OF OR ON BEHALF OF U.S. PERSON AS DEFINED IN THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") (A "US PERSON") OR ANY OTHER JURISDICTION IN WHICH SUCH OFFERING REQUIRES THE APPROVAL OF LOCAL AUTHORITIES OR IS CONTRARY TO THE LAW (THE "OTHER COUNTRIES"). THE FINANCIAL INSTRUMENTS INDICATED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, OR UNDER CORRESPONDING LAWS IN OTHER COUNTRIES AND WILL NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO THE U.S. PERSON UNLESS THE FINANCIAL INSTRUMENTS ARE REGISTERED UNDER THE SECURITIES ACT, OR IN THE PRESENCE OF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. IT IS NOT INTENDED TO MAKE ANY OFFER IN THE UNITED STATES OR ANY OTHER COUNTRY. THOSE WHO ARE PHYSICALLY LOCATED IN THE UNITED STATES OR OTHER COUNTRIES SHOULD INQUIRE AND OBSERVE THE APPLICABLE RESTRICTIONS.