The Shares have not been registered under the U.S. securities Act of 1933, as amended (the U.S. Securities Act) or the securities laws of any or political subdivision of the United States, and the Shares  may not be offered, sold, transferred or delivered, directly or indirectly, in the United states or to, or for the account or benefit of, any U.S. person. The Company is not registered nor does it intend to register under the U.S. Investment Company Act of 1940, as amended (the U.S. Investment Company act): Accordingly, the shares are being offered and sold only outside the United States to persons that are other than U.S. persons as defined in Regulations under the U.S. Securities Act.