This material was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it is directly addressed (including such client’s subsidiaries, the “Company”) in order to assist the Company in evaluating a possible transaction(s) and does not carry any right of disclosure to any other party.  In preparing this material, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to us by or on behalf of the Company or which was otherwise reviewed by us.  This material is for discussion purposes only and is incomplete without reference to the other briefings provided by J.P. Morgan.  Neither this material nor any of its contents may be disclosed or used for any other purpose without the prior written consent of J.P. Morgan.  Additionally, this presentation may contain content initially generated by AI or other automated technologies.

The information in this document is based upon any management forecasts supplied to us and reflects prevailing conditions and our views as of this date, all of which are accordingly subject to change.  J.P. Morgan’s opinions and estimates constitute J.P. Morgan’s judgment and should be regarded as indicative, preliminary and for illustrative purposes only.  In preparing this document, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to us by or on behalf of the Company or which was otherwise reviewed by us.  In addition, our analyses are not and do not purport to be appraisals of the assets, stock, or business of the Company or any other entity.  J.P. Morgan makes no representations as to the actual value which may be received in connection with a transaction nor the legal, tax or accounting effects of consummating a transaction.  Unless expressly contemplated hereby, the information in this document does not take into account the effects of a possible transaction or transactions involving an actual or potential change of control, which may have significant valuation and other effects.

J.P. Morgan, JPMorganChase, Chase, Chase Merchant Services, and Chase Payment Solutions are marketing names for certain businesses of JPMorganChase and its subsidiaries worldwide (collectively, “JPMorganChase”). Products or services may be marketed and/or provided by commercial banks such as JPMorgan Chase Bank, N.A., securities or other non-banking affiliates or other JPMorganChase entities.  JPMorganChase contact persons may be employees or officers of any of the foregoing entities and the terms  “J.P. Morgan”, “JPMorganChase”, “Chase”, “Chase Merchant Services” and “Chase Payment Solutions”  if and as used herein include as applicable all such employees or officers and/or entities irrespective of marketing name(s) used.  Nothing in this material is a solicitation by JPMorganChase of any product or service which would be unlawful under applicable laws or regulations.

Investments or strategies discussed herein may not be suitable for all investors. Neither J.P. Morgan nor any of its directors, officers, employees or agents shall incur in any responsibility or liability whatsoever to the Company or any other party with respect to the contents of any matters referred herein, or discussed as a result of, this material. This material is not intended to provide, and should not be relied on for, accounting, legal or tax advice or investment recommendations.  Please consult your own tax, legal, accounting or investment advisor concerning such matters.

Not all products and services are available in all geographic areas. Eligibility for particular products and services is subject to final determination by JPMorganChase and or its affiliates.  This material does not constitute a commitment by any JPMorganChase entity to extend or arrange credit or to provide any other products or services and J.P. Morgan reserves the right to withdraw at any time. All products and services are subject to applicable laws, regulations, and applicable approvals and notifications. The Company should examine the specific restrictions and limitations under the laws of its own jurisdiction that may be applicable to the Company due to its nature or to the products and services referred herein.

Any mentions of third-party trademarks, brand names, products and services are for referential purposes only and any mention thereof is not meant to imply any sponsorship, endorsement, or affiliation.

Notwithstanding anything to the contrary, the statements in this material are not intended to be legally binding. Any products, services, terms or other matters described herein (other than in respect of confidentiality) are subject to, and superseded by, the terms of separate legally binding documentation and/or are subject to change without notice.   

Changes to Interbank Offered Rates (IBORs) and other benchmark rates: Certain interest rate benchmarks are, or may in the future become, subject to ongoing international, national and other regulatory guidance, reform and proposals for reform.  For more information, please consult: https://www.jpmorgan.com/global/disclosures/interbank_offered_rates

JPMorgan Chase Bank, N.A. Member FDIC. Deposits held in non-U.S. branches are not FDIC insured. Non-deposit products are not FDIC insured.

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