WE UNDERSTAND THAT THE CONTEMPLATED TRANSACTION IS STRICTLY ONE OF PRIVATE PLACEMENT AND IS IN NO WAY RELYING UPON OR RELATING TO THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR RELATED REGULATIONS, AND DOES NOT INVOLVE THE SALE OF SECURITIES. FURTHER, WE HEREBY DECLARE, WE ARE NOT LICENSED BROKERS OR GOVERNMENT EMPLOYEES AND UNDERSTAND NEITHER ARE YOU OR YOUR ORGANIZATION.