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Confidential Notice to Recipient
<br />"Bank of America" and "BofA Securities" are the marketing names used by the Global Banking and Global Markets divisions of Bank of America
<br />Corporation. Lending, other commercial banking activities, and trading in certain financial instruments are performed globally by banking
<br />affiliates of Bank of America Corporation, including Bank of America, N.A., Member FDIC. Equal Housing Lender. Trading in securities and
<br />financial instruments, and strategic advisory, and other investment banking activities, are performed globally by investment banking affiliates
<br />of Bank of America Corporation ("Investment Banking Affiliates"), including, in the United States, BofA Securities, Inc. and Merrill Lynch
<br />Professional Clearing Corp., both of which are registered broker -dealers and Members of SIPC, and, in other jurisdictions, by locally registered
<br />entities.
<br />BofA Securities, Inc. and Merrill Lynch Professional Clearing Corp. are registered as futures commission merchants with the CFTC and are
<br />members of the NFA.
<br />Investment products offered by Investment Banking Affiliates:
<br />Are Not FDIC Insured * May Lose Value * Are Not Bank Guaranteed.
<br />These materials have been prepared by one or more subsidiaries of Bank of America Corporation for the client or potential client to whom
<br />such materials are directly addressed and delivered (the "Company") in connection with an actual or potential mandate or engagement and
<br />may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with us. These materials are
<br />based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or
<br />otherwise reviewed by us. We assume no responsibility for independent investigation or verification of such information (including, without
<br />limitation, data from third party suppliers) and have relied on such information being complete and accurate in all material respects. To the
<br />extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the managements of
<br />the Company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and
<br />forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or,
<br />with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty,
<br />express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon
<br />as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar
<br />with the business and affairs of the Company and are being furnished and should be considered only in connection with other information,
<br />oral or written, being provided by us in connection herewith. These materials are not intended to provide the sole basis for evaluating, and
<br />should not be considered a recommendation with respect to, any transaction or other matter. These materials do not constitute an offer or
<br />solicitation to sell or purchase any securities and are not a commitment by Bank of America Corporation or any of its affiliates to provide or
<br />arrange any financing for any transaction or to purchase any security in connection therewith. These materials are for discussion purposes
<br />only and are subject to our review and assessment from a legal, compliance, accounting policy and risk perspective, as appropriate, following
<br />our discussion with the Company. We assume no obligation to update or otherwise revise these materials. These materials have not been
<br />prepared with a view toward public disclosure under applicable securities laws or otherwise, are intended for the benefit and use of the
<br />Company, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without our prior written consent. These
<br />materials may not reflect information known to other professionals in other business areas of Bank of America Corporation and its affiliates.
<br />Bank of America Corporation and its affiliates (collectively, the "BAC Group") comprise a full service securities firm and commercial bank
<br />engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well
<br />as providing investment, corporate and private banking, asset and investment management, financing and strategic advisory services and
<br />other commercial services and products to a wide range of corporations, governments and individuals, domestically and offshore, from which
<br />conflicting interests or duties, or a perception thereof, may arise. In the ordinary course of these activities, parts of the BAC Group at any
<br />time may invest on a principal basis or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise
<br />effect transactions, for their own accounts or the accounts of customers, in debt, equity or other securities or financial instruments (including
<br />derivatives, bank loans or other obligations) of the Company, potential counterparties or any other company that may be involved in a
<br />transaction. Products and services that may be referenced in the accompanying materials may be provided through one or more affiliates of
<br />Bank of America Corporation. We have adopted policies and guidelines designed to preserve the independence of our research analysts.
<br />These policies prohibit employees from offering research coverage, a favorable research rating or a specific price target or offering to change
<br />a research rating or price target as consideration for or an inducement to obtain business or other compensation. We are required to obtain,
<br />verify and record certain information that identifies the Company, which information includes the name and address of the Company and
<br />other information that will allow us to identify the Company in accordance, as applicable, with the USA Patriot Act (Title III of Pub. L. 107-56
<br />(signed into law October 26, 2001)) and such other laws, rules and regulations as applicable within and outside the United States.
<br />We do not provide legal, compliance, tax or accounting advice. If any person uses or refers to any such tax statement in promoting, marketing
<br />or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the statement expressed herein is
<br />being delivered to support the promotion or marketing of the transaction or matter addressed and the recipient should seek advice based
<br />on its particular circumstances from an independent tax advisor. Notwithstanding anything that may appear herein or in other materials to
<br />the contrary, the Company shall be permitted to disclose the tax treatment and tax structure of a transaction (including any materials,
<br />opinions or analyses relating to such tax treatment or tax structure, but without disclosure of identifying information or any nonpublic
<br />commercial or financial information (except to the extent any such information relates to the tax structure or tax treatment)) on and after
<br />the earliest to occur of the date of (i) public announcement of discussions relating to such transaction, (ii) public announcement of such
<br />transaction or (iii) execution of a definitive agreement (with or without conditions) to enter into such transaction; provided, however, that if
<br />such transaction is not consummated for any reason, the provisions of this sentence shall cease to apply.
<br />©2021 Bank of America Corporation. All rights reserved. 1/2021
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