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Form S-1 Interactive Drafting Guide

Material U.S. Federal Income Tax Consequences To Non-U.S. Holders

Section summary: To the extent the tax consequences of an investment in offered securities are deemed material to an investment decision (not typically the case with common equity for domestic issuers), Item 601(b)(8) of Regulation S-K requires an opinion of the company’s legal counsel or independent public or certified accountant to be filed as an exhibit to the registration statement.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

Nothing in this document shall be construed as tax advice. Please consult with your tax attorney to understand the tax implications of purchasing securities being offered and sold.

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