This document has been prepared by NPNN Corp (the “Company”, “us”, or “we”) and is the property of, and contains the proprietary and confidential information of, the Company. The information in this document is provided in summary form only and does not purport to be complete.

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We have prepared this document solely for informational purposes and is intended solely to facilitate a discussion with you. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment, or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents, and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute, or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately.

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This document and the information contained herein speaks only as of (1) the date hereof, in the case of information about the Company and (2) the date of such information, in the case of information from persons other than the Company. We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we, nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information.

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We, and our affiliates, and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors, omissions or misstatements, negligent or otherwise, relating thereto. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance. Any references to any future projection or proposed transaction are for illustrative purposes only and the terms of any such projection or transaction should it occur may be materially different than the terms in this document.

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This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity, instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase, or act as an agent or advisor, or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies. This document and the information contained herein does not constitute legal, regulatory, accounting, tax, investment, or other advice to you. We recommend that you seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document does not constitute and should not be considered as any form of financial opinion or recommendation by us or any of our affiliates. This document does not contain all the information that is or may be material to you and does not consider your particular objectives, financial situation, or needs.

 

Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose this document and/or the information contained herein, any third-party person who is actively and directly participating in an evaluation relating to a potential relationship, cooperation or transaction relating to or arising from this document and/or information (“Evaluation”), or who otherwise need to know for the purpose of the Evaluation, provided that such third-party person has executed appropriate written agreement(s) with recipient to enable it to comply with all confidentiality obligations set forth herein. The foregoing shall include but not be limited to, for purposes of evaluating U.S. federal and state income tax treatment and tax structure of the Evaluation and all materials of any kind (including opinions or other tax analyses) that are provided relating to its tax treatment and tax structure. For this purpose, "tax structure" is limited to facts relevant to the U.S. federal and state income tax treatment of the Evaluation or proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents, or advisors.

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Company is not a registered broker/dealer or investment advisor, attorney, law firm, legal, tax, or other licensed advisor. You expressly understand, acknowledge, and agree that our role is limited to that of a consultant providing specific services to our clients, not you. Company is not, and will not become, engaged in the business of, any services that are overseen by, or require a license from, any regulatory body, including without limitation: (i) effecting securities transactions for or on the account of our clients, (ii) providing broker/dealer or investment advisory services as defined by applicable state or federal securities laws, or (iii) providing any tax, legal or other related services. You expressly understand, acknowledge, and agree that we shall have no obligation or liability to you or any other party with respect to any of the foregoing services.