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- you are not located in the U.S.A; and
- you are not a "U.S. person" as defined in Rule 902 of Regulation S under the United States Securities Act of 1933, including, without limitation, (a) a natural person resident in the United States; (b) a partnership or corporation organized or incorporated under the laws of the United States; (c) a trust of which any trustee is a U.S. person; or (d) a agency or branch of a foreign entity located in the United States.