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In particular, the units of Prime US REIT (the "Units") have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States unless registered under the US Securities Act, or pursuant to an applicable exemption from registration. The Units are only being offered and sold outside the United States in reliance on Regulation S under the US Securities Act.
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