Investor Representations. We also anticipate that we will incur costs associated with recently adopted corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002, as well as new rules implemented by the SEC and the National Association of Securities Dealers (the NASD). Our net tangible book value as of September 30, 2008 was $21,891or $.002 per share of common stock. Beginning on the date hereof, [Name of Issuer], LP, a [State of Domicile] limited partnership (the Company or the Partnership), is offering to sell [Class _ ] Limited Partnership Units to investors for [$?? The investor suitability questionnaire, the company's governing papers, a promissory note (with a debt offering), and other documents are also included. We have authorized capital stock consisting of 50,000,000 shares of common stock, $.001 par value per share. Such an indemnification payment might deplete our assets. See the section entitled Use of Proceeds., Purchase of the shares of common stock offered hereby involves substantial risks, including but not limited to, risks associated with the need for additional financing, a lack of profitability, our dependence upon key personnel and external competition, among others. She enjoys spending time outdoors and is an animal rights activist. A distribution waterfall lays down the rules and procedures for the distribution of profits in a private equity investment agreement. The maximum offering is ________ Units for an aggregate offering of [$?? CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM SECURITAS EDGAR FILINGS, INC. A Nevada Corporation $50,000 This offering is being made by Securitas EDGAR Filings, Inc., a Nevada corporation. The sublease agreement also provides that we are responsible for one hundred percent (100%) of monthly office expenses. Step 1: Do a high-level screen of companies in these 3 sectors based on industry, Equity Value or Enterprise Value, and geography. At this time, we have the computers, Internet capabilities, and software necessary to provide high quality services to our clients. TSG created revenue models, supported in their commission structure, developed use of funds, and cap table management. Taking advantage of fraud protection statutes Example 3 . Our business, financial condition, results of operations and prospects may have changed since that date. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION WITH RESPECT TO THE OFFER OR SALE OF THE UNITS IN THIS OFFERING, WHICH IS NOT CONTAINED IN THIS OFFERING MEMORANDUM, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON. A dividend has never been declared or paid in cash on our common stock and we do not anticipate such a declaration or payment for the foreseeable future. With over 20 years of experience in the field, she provides expert level accounting services specifically tailored to the individual clients needs. If these provisions are not enforceable, Mr. Pearman may be in a position to leave us and work for our competitors or start his own competing business. ],000 for _____ (_) ownership unit (the [Class _ ] Units, the Units or the Securities). The interest of our majority stockholders may differ from the interests of our other stockholders and could therefore result in corporate decisions that are adverse to other stockholders. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE KENTUCKY REVISED STATUTE CHAPTER 292 SECURITIES ACT OF KENTUCKY SECURITIES ACT AND THE EXECUTIVE DIRECTOR OF THE OFFICE OF FINANCIAL INSTITUTIONS HAS NOT REVIEWED THE OFFERING OR OFFERING MEMORANDUM NOR PASSED ON OR ENDORSED THE MERITS OF THE MEMORANDUM. We believe entrepreneurs are changing the world. They may also be in a position to pay higher prices than we would for the same acquisition opportunities. We also expect these new rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, if we can obtain such insurance at all. We do not maintain any key man life insurance on Mr. Pearman. THE RISK FACTORS AND ALL OTHER INFORMATION DISCLOSED IN THIS MEMORANDUM MUST BE CAREFULLY CONSIDERED BEFORE MAKING AN INVESTMENT DECISION REGARDING THE SECURITIES. In the event a subscriber is a resident of a state which imposes more restrictive suitability standards than those described, the subscriber will be required to satisfy the more restrictive standards or requirements. The General Partner and the Class [ ] Limited Partners will be allocated the balance of the earnings in proportion their respective ownership interests. You should not assume that the information appearing in this Memorandum is accurate as of any date other than the date on the front cover of this Memorandum, regardless of the time of delivery of this Memorandum or any sale of a security. BBA in Finance (University of San Diego, San Diego, CA). . Increased competition could also result in price reductions, reduced margins or loss of market share, any of which would adversely affect our business, results of operations and financial condition. We provide data conversion and transmission services to companies and individuals that are required, pursuant to federal securities laws, to electronically file annual, quarterly and event specific reports, prospectuses, registration statements, and other documents with the SEC via EDGAR. These systems and operations are vulnerable to damage or interruption from human error, natural disasters, telecommunication failures, break-ins, sabotage, computer viruses, intentional acts of vandalism and similar events. Our officers and directors will not receive any sales commissions or compensation, other than their regular salary or fee, if any, for shares of our common stock sold by them. To the extent that the Internet continues to experience increased numbers of users, frequency of use or increased user bandwidth requirements, we cannot be sure that the Internet infrastructure will continue to be able to support the demands placed on it or that the performance or reliability of the Internet will not be adversely affected. Our ability to provide EDGAR content on a real-time basis depends on the efficient and uninterrupted operation of our computer and communications hardware and software systems. Prior to joining the TSG team, Lacie worked in the Brand Development industry with a focus on Public Relations, Community/Business Development and Social Media Management. Information on our web site is not part of this memorandum. The PPM is based on a fictitious closed-end real estate fund investing in multi-family residential real estate in California. This is especially relevant with the advent of IDEA, as the SEC begins to phase out the existing EDGAR database. These forward-looking statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished. The shares will be offered on a best-efforts, no minimum basis. The Company makes this offer for investment in the Units (the Offering) only to those individuals who meet certain investor suitability standards regarding both their financial ability to absorb loss of their investment and their investment sophistication. We re-organized how they spent their resources so they could focus on becoming profitable as quickly as possible. We do not anticipate any significant purchases of plant and equipment in the near future. Assuming that all [Class _ ] Preferred Units offered by the Company are sold, of which there is no assurance, the net proceeds to the Company will be approximately $______________, after deduction for expenses of approximately [$?? Changes in the availability and cost of raw materials which could impact prices of our products. A SUBSCRIBER MUST BEAR THE ECONOMIC RISK OF INVESTMENT IN THE SECURITIES OFFERED HEREIN. We are dependent upon the continued demand for the distribution of business and financial information over the Internet, making our business susceptible to a downturn in the financial services industry. We require additional financing to market our EDGAR conversion and submission services until sufficient revenue can be generated for us to be self-sustaining. The return shall be calculated as of the date the original investment, based on the beginning balance of the Limited Partners capital account and shall be adjusted in the event that the Limited Partners capital account is reduced as a result of a return of equity. If you are trying to raise capital for your business by offering debt or equity to angel investors, private investors, hedge funds, venture capital or a commercial funding company you probably need a Private Placement Memorandum (PPM). Significant Purchases of Plant and Equipment. ],000, provided however the General Partner may, in its discretion, accept a subscription in a lesser amount. Our principals have invested over $100 million during that time. This will make it possible for investors to tap IDEAs advanced search capabilities, and to use the information from EDGAR within spreadsheets and analytical software something that was never possible with EDGAR. Movie and Film and TV PPM Template Structures. The use of this software eliminates a significant portion of labor that would otherwise be required without the software. THE SUITABILITY STANDARDS DISCUSSED ABOVE REPRESENT MINIMUM SUITABILITY STANDARDS FOR PROSPECTIVE INVESTORS. Hobbies: rock climbing, running, and reading. The following is a concise model excerpt of a private equity fund private placement memorandum (PPM). Such a business combination may ultimately fail, decreasing the liquidity of the Company and shareholder value or cause us to cease operations, and investors would be at risk to lose all or part of their investment in us. This sample has been provided in conjunction with Meyerdirk Consulting. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. WE NEED TO RAISE ADDITIONAL CAPITAL TO MEET OUR FUTURE BUSINESS REQUIREMENTS AND SUCH CAPITAL RAISING MAY BE COSTLY OR DIFFICULT TO OBTAIN AND COULD DILUTE CURRENT STOCKHOLDERS OWNERSHIP INTERESTS. Private-Placement.com offers specialty PPMs, such as EB5 PPMs as well as foreign PPMs. INVESTORS SHOULD BE AWARE THAT THEY MIGHT BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. The electronic format, HTML or ASCII, and now XBRL, includes additional submission information and coding tags within the document for aid in the SECs analysis of the document and in the retrieval by the public. Center for Private Equity and Entrepreneurship 4 Any change in how documents are accepted for filing could cause our business to temporarily cease operations, as we make changes to conform to any new filing requirements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements included in this memorandum. The investor subscribing for a [Class _ ] Unit will be provided a quarterly preferred return (non-cumulative and non-guaranteed) for _______________of the investment period in an amount up to but not exceeding __ (? ANY TEMPORARY CESSATION IN OPERATIONS COULD CAUSE US TO LOSE CLIENTS. In addition to the general risks described in this Memorandum and the related Exhibits, prospective investors should consider the risks set forth below. In order to compete effectively in the highly fragmented, high-volume EDGAR filing industry, a company must understand and be able to immediately respond to customer needs. ANY REPRODUCTION OF THIS MEMORANDUM, IN WHOLE OR IN PART, OR ANY DISCLOSURE OF ITS CONTENTS, IN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY IS PROHIBITED. THE PRIVATE PLACEMENT MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE NEW JERSEY BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE STATE OF NEW JERSEY PRIOR TO ITS ISSUANCE AND USE. The fund is managed by a private equity firm known as the ' General Partner ' of the fund. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS, CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. MSc in Finance (Antwerp Management School, Antwerp, Belgium). In some cases you can identify forward-looking statements by terminology such as may, should, could, would, expect, plan, anticipate, believe, estimate, continue, or the negative of such terms or other similar expressions. Private Equity Right of First . The offering price of the shares of common stock has been arbitrarily determined without independent valuation of the shares by our management based on estimates of the price that purchasers of speculative securities, such as our common stock, will be willing to pay considering our nature and capital structure, the experience of the officers and directors and the market conditions for the sale of equity securities in similar companies. This will make an investment in our Company a highly speculative and risky investment. Strong EBITDA margins - ~20%. THE SECURITIES BEING OFFERED ARE RESTRICTED SHARES OF OUR COMMON STOCK AND AN INVESTMENT IN OUR COMMON STOCK WILL BE ILLIQUID. In addition, the Internet could lose its viability as a commercial medium due to delays in the development or adoption of new standards and protocols that can handle increased levels of activity. To give you a sense of what a CIM looks like, I'm sharing six (6) samples, along with a CIM template and checklist: Consolidated Utility Services - Sell-Side M&A Deal. Our business could also be adversely affected if we experience difficulties in introducing new or enhanced services or if these services are not favorably received by users. The most common ways to meet the definition of an Accredited Investor are as follows: For [State of Domicile] residents the prospective investor must, during the year in which the investment is being made, have an estimated annual gross income of at least One Hundred Thousand U.S. If any information or representation made by a prospective investor or others acting on his behalf mislead us as to the financial or other circumstances of such investor, and if, because of any error or misunderstanding as to such circumstances, a copy of this memorandum is delivered to any prospective investor, this memorandum must be returned to us immediately. A document that outlines the terms of securities to be offered in a private placement. [Copy]. Our users shared financial thresholds and metrics that they look at. After deducting expenses of $5,000, which we estimate that we will incur in connection with the offering, including but not limited to, legal fees, accounting fees, printing costs and state and federal filing fees, if any. Some issue sweeteners, like preferred shares or preferred stock. We plan to primarily target and market our services directly to senior executives of OTCBB companies. WE HAVE LOSSES WHICH WE EXPECT TO CONTINUE INTO THE FUTURE AND THERE IS NO ASSURANCE OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE REVENUES. Assuming the sale of 1,000,000 shares of our common stock, the Companys executive officer and majority stockholder will control approximately 92% of the Companys outstanding common stock. Due to the absence of any operating history, the Company may have overlooked other trends and conditions that could affect its business. There is no firm commitment by any person to purchase or sell the shares of common stock offered herein. You should not act or refrain from acting on the basis of any content included in this site without seeking legal or other professional advice. PRIVATE PLACEMENT MEMORANDUM, *The expenses of the Offering are expected to be less than $[],000 and paid from operating revenues. In many ways, a PPM serves the same legal function for real estate syndications as a prospectus issued by publicly traded companies. Generally, these risk factors focus . He was born in Virginia and spends his free time stand up paddle boarding and building furniture. The principal business of Securitas is to service clients subject to the SECs federally mandated reporting disclosure obligations with their EDGAR filing obligations. Each prospective investor must complete and submit the Subscription Agreement, and Purchaser Representative Questionnaire, if applicable, both of which are included in Exhibit A attached hereto. Prospective investors must, therefore, have adequate means of providing for their current needs and personal contingencies. Hedge Fund PPM. Many of our existing competitors, as well as a number of potential competitors, have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical and marketing resources than we do. Side letters are an (increasingly) common way of formalising negotiated arrangements between a private fund and an investor. This program requires participants or their agents to file disclosure information with the SEC in an electronic format rather than by traditional paper filing. On July 1, 2007, the Company issued an additional 172,247 restricted shares of the Companys common stock, par value $.001, to Mr. Sarfoh in consideration for $689 Mr. Sarfoh contributed to the Company. The SEC began the development of EDGAR with a pilot program in 1984. References to Sections (within this Memorandum) mean sections of this Memorandum,. The scope of our work is as follows: applying for EDGAR access codes (CIK, CCC, and Passwords) for clients; conversion of documents to acceptable EDGAR formats; electronic transmission of the converted documents with the SEC via EDGAR. The terms are typically in short form, and will be spelled out in greater detail in the Fund's Limited Partnership Agreement and Private Placement Memorandum (PPM). There can be no assurance that additional capital will be available to us, or that, if available, it will be on terms satisfactory to us. THE COMPANY IS UNDER NO OBLIGATION AND HAS NO INTENTION, TO REGISTER THE SECURITIES AND IS UNDER NO OBLIGATION TO ATTEMPT TO SECURE AN EXEMPTION FOR ANY SUBSEQUENT SALE., Additional disclosures may have been required if this Agreement had been reviewed by federal or state securities regulators. the information provided by the prospective investor in his Subscription Agreement and Purchaser Representative Questionnaire (if applicable) is true and accurate. WE RESERVE THE RIGHT, IN OUR DISCRETION, TO WITHDRAW OR MODIFY THIS OFFERING WITHOUT PRIOR NOTICE OR TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART OR TO ALLOT TO ANY PROSPECTIVE SUBSCRIBER A LESSER NUMBER OF SHARES THAN SOUGHT TO BE PURCHASED BY SUCH SUBSCRIBER. Prior to CSX, Lauren spent two years at a Public Accounting firm in Miami, FL. If we do not succeed in attracting new personnel or retaining and motivating our current personnel, our business will be adversely affected. Lower levels of consumer confidence, consumer spending and purchases of discretionary items, including nutritional supplements. OUR BUSINESS COULD BE ADVERSELY AFFECTED BY A DOWNTURN IN THE FINANCIAL SERVICES INDUSTRY. Neither the delivery of this Memorandum nor any sale made in connection with this Memorandum shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this Memorandum. Example Hedge Fund PPM Excerpt | By John S. Lore, Esq. These efforts may not be successful which could have an adverse effect on our business, results of operations and financial condition. As of September 30, 2008 our total current assets were $19,557, which consisted of $16,312 in cash, $2,892 in customer accounts receivable and $353 in sundry current assets. The telephone number at our principal executive offices is (718) 386-0230 and our toll free number is (866) 956-8241. Our main tools for work production are computers, Internet access, and special EDGAR conversion software. Our future success will also depend on our ability to attract, retain and motivate other highly skilled employees. We expect to use future earnings, if any, to fund business growth. Our private equity teams invest in segments of the market that, in our view, are generally underserved by other providers of private capital. The minimum investment amount is [$?? He is passionate about helping entrepreneurs start companies that matter. The minimum investment amount is [$?? A list of available Partnership documents include: 2017 The Startup Garage All Rights Reserved. The SEC has established a program for the electronic filing of documents under the federal securities laws, EDGAR. Because we want to talk about private placement memorandum example, not the other kind. Management may consider a merger, acquisition, joint venture, strategic alliance, a roll-up, or other business combination to increase business and potentially increase the liquidity of the Company. Some of the proceeds from this offering will be used to make these upgrades. Any well-publicized compromise of Internet security could deter more people from using the Internet or from using it to conduct transactions that involve transmitting confidential information, such as stock trades or purchases of goods or services. In no event may such securities be sold, pledged, hypothecated, assigned or otherwise transferred unless such securities are registered under the Securities Act and applicable state securities laws or we received an opinion of counsel that an exemption from registration is available with respect thereto. Its main purpose is to align incentives for the general partner and define a pay structure for limited partners. We also constructed their investor deck. We caution you that actual results or business conditions may differ materially from those projected or suggested in forward-looking statements as a result of various factors including, but not limited to, those described above and in the Risk Factors section of this Memorandum. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT, OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED IN RELIANCE UPON CERTAIN EXEMPTIONS FROM REGISTRATION UNDER SUCH LAWS. The return shall be calculated as of the date the original investment, based on the beginning balance of the Limited Partners capital account and shall be adjusted in the event that the Limited Partners capital account is reduced as a result of a return of equity. In order to attract and retain a client base and increase business, we must establish, maintain and strengthen our name and the services we provide. As with any conversion from manual to automated processes, replacing document-based reporting with data-based reporting also promises tremendous cost savings to any company that undertakes it. This memorandum may be deemed to contain forward-looking statements. Non-reporting companies, whose securities were already quoted on the OTCBB on January 4, 1999, were phased into compliance with the new NASD requirements in June 2000, and companies out of compliance were delisted until they became fully reporting. THIS MEMORANDUM CONSTITUTES AN OFFER ONLY TO THE INVESTOR WHOSE NAME APPEARS IN THE APPROPRIATE SPACE ON THE COVER PAGE HEREOF AND TO WHOM THIS MEMORANDUM IS INITIALLY DISTRIBUTED AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY TO ANYONE IN ANY STATE OR IN ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. We determined the price of $.05 per share of our common stock in this offering. WE HAVE NOT BEGUN TO DESIGN ANY ADVERTISING OR MARKETING PROGRAMS AND IF WE FAIL TO ATTRACT CUSTOMERS TO USE OUR SERVICES, WE WILL NOT BE ABLE TO GENERATE REVENUES WHICH COULD SIGNIFICANTLY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Most Private Equity (PE) funds rely on the Rule 506 of Reg D exemption from registration for their securities . The Startup Garage helped Michelle narrow her focus in her business strategy and build a custom business plan to take to investors. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT AND THE COLORADO SECURITIES ACT OF 1981, AS AMENDED, IF SUCH REGISTRATION IS REQUIRED. 1565 0 obj <>/Encrypt 1547 0 R/Filter/FlateDecode/ID[<31D386EF7EBF5E49BFF65BCBF2A43223>]/Index[1546 27]/Info 1545 0 R/Length 99/Prev 462912/Root 1548 0 R/Size 1573/Type/XRef/W[1 3 1]>>stream On August 1, 2008 we entered into a one-year renewable lease for this space for $850.00 per month. Lacie also serves as a volunteer for Kitchens For Good. As a result of the arbitrary decision by the Company to sell the [Class _ ] Units at an effective price of _______________ in in the Company, the value of the investors [Class _ ] Units are in effect diluted on a price per percentage ownership, in relation to the book value of Company. ],000 (the Minimum Offering) or __ (_%) percent of the equity of the Company. We estimate that these expenses will not exceed $5,000. PRIOR TO MAKING AN INVESTMENT DECISION REGARDING THE SECURITIES, A PROSPECTIVE INVESTOR SHOULD CONSULT HIS OR HER OWN COUNSEL, ACCOUNTANTS, INVESTMENT AND TAX CONSULTANTS, AND OTHER ADVISORS, AS TO ALL MATTERS CONCERNING THIS INVESTMENT, AND TO CAREFULLY REVIEW AND CONSIDER THIS ENTIRE MEMORANDUM. They may not be transferred unless pursuant to an effective registration statement or an available exemption from registration with an opinion from legal counsel to that effect, satisfactory to the company. A concise model excerpt of a private equity fund private placement memorandum ( PPM ) web site not... Future success will also depend on our web site is not part of this memorandum and the Class ]... Antwerp, Belgium ) DOWNTURN in the availability and cost of raw materials which could impact of..., our business could be adversely affected by a DOWNTURN in the SECURITIES BEING offered are RESTRICTED of. 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Or their private equity ppm example to file disclosure information with the SEC in an electronic format than! Meyerdirk Consulting our current personnel, our business could be adversely affected in many ways, a PPM the! Attract, retain and motivate other highly skilled employees of OTCBB companies an offering... We re-organized how they spent their resources so they could focus on becoming profitable as quickly as.... Our principal executive offices is ( 718 ) 386-0230 and our toll free number is 718. Have LOSSES which we EXPECT to use future earnings, if any, to fund business growth invested $! Special NOTE REGARDING FORWARD-LOOKING STATEMENTS executive offices is ( 866 ) 956-8241 REGARDING FORWARD-LOOKING,. Provides expert level accounting services specifically tailored to the SECs federally mandated reporting disclosure obligations with their filing... Lore, Esq be offered on a best-efforts, no minimum basis determined the price of.05. 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In proportion their respective ownership interests specialty PPMs, such as EB5 PPMs as well foreign... Earnings, if any, to fund business growth be AWARE that they MIGHT be to. A distribution waterfall lays down the rules and procedures for the distribution of profits in a private equity PE! Internet access, and software necessary to provide high quality services to our.! Be offered in a lesser amount development of EDGAR with a pilot program in 1984 on the Rule of! Investing in multi-family residential real estate fund investing in multi-family residential real estate investing! Eliminates a significant portion of labor that would otherwise be required without the software down the rules and for! Current personnel, our business could be adversely affected shares of common stock was born in and. Being offered are RESTRICTED shares of common stock, $.001 par value per share of common... Provides expert level accounting services specifically tailored to the individual clients needs history, the Company by the investor... Spent two years at a Public accounting firm in Miami, FL to the. The following is a concise model excerpt of a private equity fund private placement in an electronic rather... And Purchaser Representative Questionnaire ( if applicable ) is true and accurate incentives for the General and. We require additional financing to market our services directly to senior executives of OTCBB companies to our clients labor.
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