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Grayoak Capital Partners Inc. will not engage in the distribution of securities or engage in acts in furtherance of a trade. If securities of the issuer are to be distributed, they will be distributed directly by the issuer, typically in reliance on applicable private placement, prospectus exemptions, and, if so required, with the engagement by the issuer of a registered, or exempt from registration, dealer or placement agent in the applicable jurisdictions. Grayoak Capital Partners Inc. will work with the issuer and the dealer or placement agent to facilitate this process.

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