This communication shall not constitute an offer to sell or the solicitation of an offer to buy the securities of our "blank check" company nor shall there be any offer to sell or sale of those securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. The securities of our "blank check" company may not be sold nor may any offers to buy be accepted in connection with any merger, combination or exchange offer prior to the time a registration statement covering any such transaction is filed with and declared effective by the U.S. Securities and Exchange Commission.

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