An off ering statement must be prepared by all persons seeking exemption under the provisions of Reg- ulation A. Parts I, II and III must be addressed by all issuers. Part II, which relates to the content of the required off ering circular, provides alternative formats, of which the issuer must choose one. General informa- tion regarding the preparation, format, content, and submission or fi ling of the off ering statement is contained in Rule 252. Information regarding non-public submission of the off ering statement is contained in Rule 252(d). Requirements relating to the off ering circular are contained in Rules 253 and 254. Th e off ering statement must be submitted or fi led with the Securities and Exchange Commission in electronic format by means of the Com- mission’s Electronic Data Gathering, Analysis and Retrieval System (EDGAR) in accordance with the EDGAR rules set forth in Regulation S-T (17 CFR Part 232) for such submission or fi ling.

III. Incorporation by Reference and Cross-Referencing.

An issuer may incorporate by reference to other documents previously submitted or fi led on EDGAR. Cross-referencing within the off ering statement is also encouraged to avoid repetition of information. For exam- ple, you may respond to an item of this Form by providing a cross-reference to the location of the information in the fi nancial statements, instead of repeating such information. Incorporation by reference and cross-referencing are subject to the following additional conditions: (a) Th e use of incorporation by reference and cross-referencing in Part II of this Form: (1) Is limited to the following items: (A) Items 2-14 of Part II and Part F/S if following the Off ering Circular format; (B) Items 3-11 of Form S-1 if following the Part I of Form S-1 format; or (C) Items 3-28, and 30 of Form S-11 if following the Part I of Form S-11 format;

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Page 2 (2) May only incorporate by reference previously submitted or fi led fi nancial statements if the issuer meets the following requirements: (A) the issuer has fi led with the Commission all reports and other materials required to be fi led, if any, pursuant to Rule 257 (§ 230.257) or by Sections 13(a), 14 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to fi le such reports and other materials); (B) the issuer makes the fi nancial statement information that is incorporated by reference pursuant to this item readily available and accessible on a website maintained by or for the issuer; and (C) the issuer must state that it will provide to each holder of securities, including any benefi cial own- er, a copy of the fi nancial statement information that have been incorporated by reference in the off ering state- ment upon written or oral request, at no cost to the requester, and provide the issuer’s website address, including the uniform resource locator (URL) where the incorporated fi nancial statements may be accessed. (b) Descriptions of where the information incorporated by reference or cross-referenced can be found must be specifi c and must clearly identify the relevant document and portion thereof where such information can be found.