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Please read the following carefully as it contains the terms and conditions that govern any electronic communications, including attachments thereto, between you, PJT Partners and/or its affiliates. By communicating with PJT Partners through these means, you hereby agree to these terms and conditions.

NOTICE TO RECIPIENTS: The information contained in and accompanying this communication may be confidential, subject to legal privilege, or otherwise protected from disclosure, and is intended solely for the use of the intended recipient(s). If you are not the intended recipient of this communication, please delete and destroy all copies in your possession, notify the sender that you have received this communication in error, and note that any review or dissemination of, or the taking of any action in reliance on, this communication is expressly prohibited. No confidentiality or privilege is waived or lost by any mis-transmission. Access, copying or re-use of information by non-intended or non-authorized recipients is prohibited.

E-mail messages may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted or interfered with without the knowledge of the sender or the intended recipient. PJT Partners makes no warranties in relation to these matters. PJT Partners reserves the right to intercept, monitor, and retain e-mail messages to and from its systems as permitted by applicable law.

Non-Reliance and Risk Disclosure: Material or information contained in this communication are for informational purposes only, and should not be construed as a recommendation, an offer to sell or a solicitation of an offer to buy any product or service, an official confirmation of any security transaction, an official valuation or statement of PJT Partners and/or its affiliates ("PJT" or the "Firm") in any jurisdiction where such an offer or solicitation would be illegal. The communication is directed at persons who are institutional or professionals and is not intended for retail customer use. Any price or value information referred to in this material is provided "as is" and past performance is not a guide or guarantee to future performance or returns. Certain assumptions may have been made in this analysis which may have resulted in any returns detailed herein. Changes to the assumptions may have a material impact on any returns detailed; including legal, accounting and tax restrictions, margin requirements, commissions and other transaction costs and changes to the assumptions may significantly affect the economic consequences of the transactions discussed herein. PJT Partners does not provide tax, accounting, or legal advice to our clients, and all clients are advised to consult with their tax, accounting, or legal advisers. Opinions expressed are our current opinions as of the date appearing on this material only and only represent the views of the author and not those of PJT Partners, unless otherwise expressly noted.

Reproduction and Re-Distribution: Without our prior written consent, no part of this material may be (i) copied, photocopied or duplicated in any form by any means or (ii) redistributed. Notwithstanding anything herein to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, representatives and other agents) may disclose to any and all persons the U.S. federal income and state tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without P JT Partners and/or its affiliates imposing any limitation of any kind.

Information Not for Further Dissemination:
To the extent this communication contains pricing information such information is proprietary and/or confidential to PJT Partners and is provided solely for the internal use of the intended recipient(s). You are notified that any unauthorized use, dissemination, distribution or copying of this communication or its contents, including pricing information, in whole or in part, is strictly prohibited.

Non-US Jurisdictions:
Electronic communications are not intended for distribution to, or use by, any person or entity in any location where such distribution or use would be contrary to law or regulation, or which would subject any PJT affiliate to any registration requirement within such location. This communication and any attachments do not constitute (and should not be interpreted to constitute) the offering, selling, or conducting of business with respect to securities, investment products or investment services in the jurisdiction of the intended addressee, if other than the United States of America (the "Non-U.S. Jurisdiction"), or the conducting of any brokerage, investment advisory, banking or other similarly regulated activities in the Non-U.S. Jurisdiction. The addressee is required to comply with all applicable laws in the Non-U.S. Jurisdiction, including, without limitation, tax laws and exchange control regulations, if any. PJT does not waive any intellectual property rights in any electronic communication.

Legal Entities Disseminating this Material: PJT Partners LP is a registered broker dealer with the US Securities and Exchange Commission ("SEC") and is a member of Financial Industry Regulatory Authority, Inc. ("FINRA") and the Securities Investor Protection Corporation ("SPIC"). This Material is disseminated in the US through PJT Partners LP; in the United Kingdom, by PJT Partners (UK) Limited, a firm authorized and regulated by the Financial Conduct Authority ("FCA"); in the European Economic Area, by PJT Partners Park Hill (Spain) A.V., S.A.U., a firm authorized and regulated by the Comision Nacional del Mercado de Valores ("CNMV"); in Hong Kong, by PJT Partners (HK) Limited, which is authorized and regulated by the Securities and Futures Commission ("SFC"); and in Japan, by PJT Partners Japan K.K., a registered Type II Financial Instruments Business Operator (Registration Number: Director of Kanto Local Finance Bureau Kin-sho No. 3409), authorised and regulated by the Financial Services Agency and the Kanto Local Finance Bureau. In connection with PJT's capital raising services in Canada, PJT Partners LP relies on the international dealer exemption pursuant to subsection 8.18(2) of National Instrument 31-103 Registration Requirements. Please see for more information.

This material is not intended for distribution to retail clients, as that term is defined under The European Union Markets in Financial Instruments Directive (2004/39/EC), and any investments mentioned in this material will not be made available by us to any such retail client. Unless governing law permits otherwise, you must contact a PJT Partners entity in your home jurisdiction if you want to use our services in effecting a transaction in the securities mentioned in this material.

This material may contain links to content that is unaffiliated with PJT Partners. PJT Partners has not been involved in the preparation of the content supplied at the unaffiliated site and does not guarantee or assume any responsibility for its content.