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Travel & Hospitality POS Software Mergers & Acquisitions Monthly Industry Update & Hospitality June 10, 2013

The US Point of Sale Software market generated an estimated $1.2 billion in 2012 revenues and is projected to grow to $1.4 billion annually by 2017, POS Software industry consolidation of recent years is expected to continue while boosting industry-wide profitability. POS Software most notably serves: Retail (inventory tracking); Hospitality (reservation and facilities management); Foodservices (reservation and facilities management ; inventory tracking), and Wholesaling (inventory tracking).

Key industry drivers include: demand from accommodation and food services sectors, including fast food restaurants; demand from retail sector for POS software developers; numbers and profitability of businesses, and private investments in computers and software. Recessions slow growth on two fronts: reducing per capita disposable income while causing businesses to shutter locations.

Retail POS Software supports POS terminals incorporating computers, monitors, cash drawers, receipt printers, barcode scanners and payment card readers. Touch screen and self- kiosk technologies are increasingly prevalent. Key players include: Micros Systems, Epicor, JDA Software, Oracle (360 Commerce), and SAP (Triversity).

Hospitality POS Software often is customized to support a variety of property management functions (labor & inventory management, consumer-based reservation systems, etc.). Large hotel and motel chains’ internally-developed POS systems and alternative software packages often are key competitors. Key players include: Agilysys, Micros Systems, Par Technology, Multi-Systems, Newmarket, Northwind, Protel, Softbrands, and multinational hotel chains’ internally-developed platforms.

Foodservice POS Software is revolutionizing foodservice by decreasing service times and increasing order efficiencies. Recent innovations include wireless POS technologies and the integration of tablet computers into high-volume restaurants to facilitate real-time aggregation and dissemination of kitchen and bar orders. Key players include NCR Corporation, Par Technology, Agilysys, Casio, Dell, HP, IBM, Toshiba, Panasonic, Sharp and Positouch.

POS bundled solutions increasingly incorporate Software-as-a-Service (SaaS) within their platforms to achieve real-time, Cloud-based functionality as regards sales transactions, inventory control, reporting and customer data management. Mobile/Cloud computing is making POS software accessible across computers, smart phones, tablets, etc. via Square, Intuit’s GoPayments and NCR’s Silver.

Source: Public Filings; Capital IQ as of 6/7/13 2 Industry Snapshot: Travel & Hospitality June 10, 2013

Notable M&A Activity Capital Markets . NetSuite acquired Retail Anywhere in January 2013. NetSuite is an industry-leading vendor of 1 Week 4 Weeks YTD 52 Weeks cloud-based financials/ERP software suites. Retail Travel & Hospitality Software Index 1.22% 4.54% 17.43% 35.98% Anywhere is a leading provider of multi-channel Software-as-a-Service Index -3.56% -5.82% -0.15% 13.38% retail management solutions designed to improve S&P 500 0.77% 0.59% 12.37% 25.55% the retail customer experience.

. Vista Equity Partners acquired Lanyon in January 2013. Vista is a US-based private equity firm with offices in San Francisco, CA, Chicago, IL, and Austin, TX and more than $6.6 billion in capital committed to dynamic, successful technology-based organizations. Lanyon is the hospitality industry’s leading provider of SaaS-based software solutions for the hospitality industry.

. NCR Corporation acquired Retalix Ltd. in a transaction valued at $650 million in cash. The acquisition, announced in November 2012, closed in the spring of 2013. The transaction reflected NCR’s commitment to migrate to a hardware- enabled, software-driven business model capable of generating improved business operations and increased customer satisfaction. NCR’s Retalix acquisition enables the company to shift toward higher-margin software and provide better value-added services to customers. Retalix’s software and services are deployed in more than 70,000 retail locations delivering 400,000 customer touch points in more than 50 countries, tracking billions of dollars in annual sales across its platform.

. Fourth Hospitality acquired Adaco in September 2012. Fourth Hospitality is a global SaaS provider of labor, payroll, inventory and procurement systems for restaurants and bars; contract catering and leisure markets. Adaco is the leading supplier of SaaS-based purchasing and inventory control solutions to the hotel sector in the US and worldwide. Adaco has more than 400 customers in 54 countries and a 27-year corporate history. The combined companies will have nearly 250 employees and unprecedented access to resources in development and customer support. Fourth Hospitality is an ECI Partners company.

Source: Public Filings; Capital IQ as of 6/7/13 3 Industry Snapshot: Travel & Hospitality June 10, 2013

Travel & Quarter Ending Consensus Consensus Actual Actual EPS Difference vs. Difference vs. Hospitality ($ Revenue EPS Revenue Estimated Estimated EPS Millions except Revenue EPS)

12/31/2012 $53.5 $0.05 $67.2 $0.02 25.7% -52.9%

3/31/2012 $1,025.4 $0.49 $1,018.6 $0.47 -0.7% -3.5%

3/31/2012 $680.9 $0.23 $633.5 -$0.21 -7.0% -191.8%

3/31/2012 $102.6 $0.20 $113.7 -$0.35 10.8% -270.4%

3/31/2012 $328.9 $0.61 $315.1 $0.56 -4.2% -7.8%

3/31/2012 $1,340.0 $0.43 $1,410.0 $0.38 5.2% -10.9%

3/31/2012 $45.6 $0.43 $45.5 $0.31 -0.1% -27.4%

3/31/2012 $57.6 $0.05 $66.7 -$0.02 15.8% -148.7%

3/31/2012 $88.9 $0.13 $89.0 $0.01 0.1% -89.6%

3/31/2012 $760.4 $0.86 $764.7 $0.74 0.6% -13.9%

Source: Public Filings; Capital IQ as of 6/7/13 4 Industry Snapshot: SaaS Software June 10, 2013

SaaS Quarter Consensus Consensus Actual Actual EPS Difference vs. Difference vs. Software Ending Revenue EPS Revenue Estimated Estimated ($ Millions except Revenue EPS EPS)

3/31/2012 $127.7 $0.16 $127.4 -$0.14 -0.3% -187.2%

3/31/2012 $202.1 $0.31 $214.3 $0.17 6.0% -46.7%

3/31/2012 $52.5 $0.02 $55.0 -$0.08 4.7% -618.4%

3/31/2012 $44.1 $0.05 $48.5 $0.03 10.1% -36.0%

4/30/2012 $887.1 $0.10 $892.6 -$0.12 0.6% -210.3%

3/3/2012 $242.4 $0.18 $237.8 $0.06 -1.9% -67.6%

3/31/2012 $97.9 $0.26 $97.9 $0.16 0.0% -36.6%

Source: Public Filings; Industry Newswires and Capital IQ as of 6/7/13 5

Capital Markets: Last 52 Weeks’ Index Performances June 10, 2013

50.00%

40.00% T&H Index +35.98%

30.00%

20.00% S&P 500 Index +25.55%

10.00%

SaaS Index +13.38% 0.00%

-10.00%

-20.00%

S&P 500 Index (^SPX) - Index Value Travel & Hospitality Software Index Software-as-a-Service Index

Source: Public Filings; Capital IQ as of 6/7/13 6 Capital Markets: Stock Performance June 10, 2013

Data as of Market Close Friday, June 07, 2013 Last 4 Weeks Last 52 Weeks

Responsys 23.1% Agilysys 74.5%

Digital River 18.7% Amadeus IT Holding 63.2%

NCR 13.4% NCR 61.7%

OpenTable 9.0% OpenTable 60.5%

Agilysys 8.0% Wincor Nixdorf 57.1%

Diebold 4.8% Ultimate Software 35.1%

Wincor Nixdorf 4.4% IntraLinks 34.4%

Informatica 3.5% Concur Technologies 25.2%

Amadeus IT Holding 3.4% S&P 500 24.0%

TIBCO Software 1.3% salesforce.com 16.1%

Ultimate Software 1.3% Digital River 12.9%

IntraLinks 0.8% Responsys 4.4%

S&P 500 0.6% RealPage 0.7%

MICROS 0.3% Diebold -13.8%

PAR Technology -0.3% Informatica -13.9%

Concur Technologies -1.5% MICROS -15.5%

salesforce.com -10.3% PAR Technology -20.7%

RealPage -13.8% TIBCO Software -21.1%

(20%) (15%) (10%) (5%) 0% 5% 10% 15% 20% 25% 30% (40%) (20%) 0% 20% 40% 60% 80%

Index SaaS Travel & Hospitality Softw are

Source: Public Filings; Capital IQ as of 6/7/13 7 Travel & Hospitality: 4 Week and 52 Week Stock Performances June 10, 2013

% 52 Week 4 Week 52 Week Company 6/7/13 Close High Change Change Comments Diebold reaffirmed flat revenue and flat to moderately down EPS for FY 2013 and $12.67 99.1% 8.01% 74.52% announced a first quarter dividend increase to28.75 cents per share paid March 8, 2013. MICROS reaffirmed FY2013 guidance in line with projections provided in August $31.16 97.1% 1.36% 54.16% 2012: upwards of $1.325 billion in revenues and $2.44 in Non-GAAP Amadeus signed a new long-term content agreement with International $32.16 83.6% 4.79% 13.83% Group, one of the world’s largest such groups. It also acquired the CRM and loyalty solutions division of Turkey- Agilysys raised its FY 2013 guidance to upwards of $232 million in revenues, $6.5 $17.70 99.2% 18.71% 12.88% million in adjusted operating income, and $0.26 in adjusted,

PAR Technology CEO and president Paul B. Domorski announced his resignation $43.57 81.6% 3.06% 15.50% from the company and its board and was replaced in those positions by former CFO Ronald J. Casciano. Wincor Nixdorf enhanced its PC/E Mobile Cash app for iPhone and Android platforms $49.64 99.9% 0.30% 61.69% to enable bank customers to withdraw cash from ATMs using smart phones. It also announced plans t Source: Capital IQ 6/7/2013 8 The S&P and other major US stock market S&P 500 $1,643.38 0.59% 23.97% indices continue to set records at this time. Travel & Hospitality: 4 Week and 52 Week Stock Performances June 10, 2013

% 52 Week 4 Week 52 Week Company 6/7/13 Close High Change Change Comments NCR announced that it expects FY 2013 revenues to increase from 9% to 11% on a 93.5% constant currency basis vs. FY 2012. NCR $67.46 8.98% 60.47% also completed its acquisition of retail software and services provider Retalix, Ltd. OpenTable announced that it expected 1Q2013 revenues of up to $46.1 million, in range with analyst estimates, but its $3.98 71.2% 0.25% 20.72% EBITDA and Non-GAAP estimates of up to $18.6 million and $0.29 per share fall short of analyst expectations. RealPage’s 1Q2013 revenue and adjusted EBITDA guidance of upwards of $89.5 $17.24 63.9% 13.84% 0.70% million and $21.0 million, respectively, will fall short of analyst expectations. Digital River announced that president Thomas M. Donnelly will be leaving the $56.66 95.2% 2.39% 22.42% company effective April 30, 2013, to be replaced by external candidate David C. Dobson. The S&P and other major US stock market S&P 500 $1,643.38 0.59% 23.97% indices continue to set records at this time.

Source: Capital IQ 6/7/2013 9 Software-as-a-Service: 4 Week and 52 Week Stock Performances June 10, 2013

% 52 Week 4 Week 52 Week Company 6/7/13 Close High Change Change Comments Responsys’ 1Q13 and FY13 revenue guidance of upwards of $44 million and $11.51 91.4% 23.10% 4.35% $192 million, respectively, are in line with analyst expectations. IntraLinks Holdings announced 1Q13 revenue expectations of upwards of $53 90.2% $6.25 0.81% 34.41% million and a GAAP operating loss of as much as $7 million. Ultimate Software announced 1Q13 revenue guidance of $98.0 million, in line $113.44 97.2% 1.29% 35.14% with expectations, adding that it expects FY13 revenues to increase 23% vs. FY12 to approximately $408 million. Concur Technologies reaffirmed FY13 revenue guidance of up to $549 million, a $80.92 95.4% 1.49% 25.21% 25% increase vs. FY12. It also announced Intercontinental Hotels Group as a new Concur Open Booking partner. Informatica’s 1Q13 revenues of up to $206 $36.50 82.0% 3.46% 13.87% million and Non-GAAP EPS of up to $0.32 are in line with analyst expectations. Salesforce.com Priced $1 billion of 0.25% convertible senior notes due 2018 after $39.61 83.2% 10.32% 16.08% issuing 1Q14 guidance in line with analyst expectations. TIBCO Software announced the appointment of an interim CFO and a $21.17 64.2% 1.34% 21.13% strategic partnership with Aditi Source: Capital IQ 6/7/2013 Technologies. 10 The S&P and other major US stock market S&P 500 $1,643.38 0.59% 23.97% indices continue to set records at this time. Estimated Liquidity Calculations (Travel & Hospitality) June 10, 2013

($ millions) Travel & Hospitality Index

3x LTM EBITDA $0.77 $4,461.14 $551.89 $107.47 $796.10 Plus Cash $79.84 $607.50 $340.14 $500.74 $565.70 Less LT Debt $0.00 -$2,046.43 -$624.05 -$308.56 $0.00 Estimated Liquidity $80.60 $3,022.21 $267.99 $299.66 $1,361.80

3x LTM EBITDA $1,497.00 $146.86 -$8.82 $161.37 $764.10 Plus Cash $483.00 $94.54 $14.12 $22.76 $59.73 Less LT Debt -$2,024.00 $0.00 -$1.04 $0.00 -$89.67 Estimated Liquidity -$44.00 $241.40 $4.26 $184.13 $734.17

Software-as-a-Service Index

3x LTM EBITDA $110.73 $508.54 $15.37 $58.36 $217.35 Plus Cash $224.44 $218.62 $40.79 $106.26 $1,927.99 Less LT Debt $0.00 $0.00 -$74.92 $0.00 -$1,029.50 Estimated Liquidity $335.17 $727.16 -$18.76 $164.63 $1,115.85

3x LTM EBITDA $630.24 $145.47 Plus Cash $772.42 $72.08 Less LT Debt -$528.29 -$1.26 Estimated Liquidity $874.38 $216.30

Source: Capital IQ as of 6/7/13 11 About The McLean Group June 10, 2013

Founded in 1997, The McLean Group is a national, middle market investment bank with deep expertise in a variety of industry verticals. Headquartered in McLean, VA, The McLean Group is among the largest independent middle market investment banks in the region. Our core advisory services include:

Mergers & Acquisitions Business Valuation & Litigation Support The McLean Group uses its considerable experience and As a core competency and complement to its M&A expertise in the aerospace, defense and government business, The McLean Group provides business valuation services industry to guide its clients through each stage of services, including intangible asset and financial security the mergers & acquisitions (M&A) process and ultimately valuations for a variety of transactions, financial reporting identify the most probable and suitable candidates to and tax purposes. In addition, The McLean Group has the complete transactions under the most favorable terms. experience and credentials necessary to support litigation proceedings, including quantifying economic damages and valuing a minority interest in a business.

Capital Formation Strategic Consulting The McLean Group arranges private equity, venture capital, The McLean Group's Strategic Consulting business senior debt and subordinated debt to support clients’ provides transaction, financial and interim management expansions, M&A, refinancings, recapitalizations, leveraged services to companies ranging from start-up entities to buyouts and other shareholder liquidity objectives. publicly-held corporations across an assortment of industries.

McLean Securities, a wholly-owned affiliate of The McLean Group, is a registered broker/dealer with the Financial Industry Regulatory Authority (FINRA) and a Member, Securities Investor Protection Corporation (SIPC).

12 Travel & Hospitality M&A Transactions June 10, 2013

13 Travel & Hospitality Valuation Engagements June 10, 2013

14 Travel & Hospitality Valuation Engagements (continued) June 10, 2013

15 Select Global Travel & Hospitality and SaaS Transactions June 10, 2013

Announced Closed Implied Implied Implied Date Date Target Acquirer EV EV/Revenue EV/EBITDA

02/07/2013 NA Atlas Co., Ltd. Ecash Corporation 13.0 0.0x NA 01/24/2013 01/24/2013 Akamai Technologies, Inc., Advertising MediaMathDecision Solutions Inc. NA NA NA 01/11/2013 01/11/2013 Interactif Visuel Système Essilor International SA NA NA NA 01/10/2013 01/00/1900 Retail Anywhere Inc. NetSuite Inc. NA NA NA 01/07/2013 01/07/2013 McMurry, Inc. TMG Custom Media (nka:McMurry/TMG, LLC) NA NA NA 01/14/2013 01/00/1900 Bassline Productions, Inc. Taanen, LP NA NA NA 01/07/2013 12/27/2012 Lanyon, Inc. Vista Equity Partners; Vista Foundation Fund I, L.P. NA NA NA 12/24/2012 02/01/2013 Emesa B.V. Cyrte Investments B.V. 95.0 NA NA 12/24/2012 12/24/2012 Vivonet, Inc. Marlin Equity Partners, LLC NA NA NA 12/12/2012 01/00/1900 ZUJI Properties A.V.V. Ltd. 25.0 0.8x NA 12/09/2012 01/00/1900 Orizonia Corporación Globalia Corporación Empresarial, S.A. 81.0 NA NA 11/28/2012 02/06/2013 Retalix Ltd. NCR Corp. 613.5 2.3x 25.5x 11/26/2012 11/26/2012 ITC Group MakeMyTrip Limited NA NA NA 11/15/2012 11/14/2012 SAS Issos Harvest S.A. 4.2 0.8x NA 11/06/2012 11/06/2012 Hotel Travel Ltd. MakeMyTrip Limited 25.0 NA NA 11/05/2012 01/00/1900 Protravel International Inc. Tzell Travel Group, LLC NA NA NA 11/02/2012 11/02/2012 Red Universal de Marketing y BookingsBravoFly Online, S.A.SA. 74.0 NA NA 10/23/2012 10/23/2012 Dada Destination Services Inc. Dwellworks, LLC NA NA NA 10/10/2012 10/10/2012 Innformation Systems Inc. RSI International Systems, Inc. NA NA NA 09/27/2012 09/27/2012 MalaPronta.com TUI Travel Accommodation & Destinations NA NA NA 09/25/2012 09/20/2012 LifeApps Digital Media Inc., Prior to ReverseLifeApps Merger Digital with Media LifeApps Inc. Inc. NA NA NA 09/17/2012 09/17/2012 Adaco Inc. Fourth Hospitality Ltd. NA NA NA 08/31/2012 08/31/2012 Expotel Hotel Reservations Ltd. Capita PLC 16.0 NA NA 08/21/2012 08/21/2012 ePrize, LLC Catterton Partners Corporation NA NA NA 08/15/2012 10/01/2012 Accelerated Payment Technologies, Inc.Global Payments Inc. 413.0 NA NA 08/07/2012 10/15/2012 Mad Fun Entertainment Plc Charilaou Bros Ltd. (nka:Charilaou Group PLC) NA NA NA 08/01/2012 08/01/2012 PRISM Group, Inc. Sabre Solutions Inc. NA NA NA 07/19/2012 09/28/2012 Maple Lake Limited TXT ESolutions SpA 14.1 2.0x 7.8x 06/29/2012 06/29/2012 TravelGuru Online Pvt. Ltd. NA NA NA 08/02/2012 06/28/2012 AMADEUS MARKETING CSA s.r.o. Amadeus IT Group S.A. 158.5 NA NA 06/05/2012 06/05/2012 Joobili Kft TravelShark Pte Ltd NA NA NA 05/31/2012 05/31/2012 Iglu.com Ltd. Growth Capital Partners LLP 19.0 NA NA 05/22/2012 05/22/2012 Visalink Systems Pty Ltd CIBT, Inc. NA NA NA 05/03/2012 05/02/2012 Aptitude Solutions, Inc. and True Automation,Harris ComputerInc. Systems, Inc. 17.3 NA NA 04/30/2012 04/30/2012 Modiv Media, Inc. Catalina Marketing Corporation Inc. NA NA NA

16 Select Global Travel & Hospitality and SaaS Transactions June 10, 2013

Announced Closed Implied Implied Implied Date Date Target Acquirer EV EV/Revenue EV/EBITDA 04/26/2012 05/31/2012 Torex Retail Holdings Limited MICROS Systems, Inc. 162.5 NA NA 05/22/2012 Q3 2012 Ariba Inc. SAP America, Inc. $ 4,411.4 8.8x 108.0x 04/26/2012 05/31/2012 Torex Retail Holdings Limited MICROS Systems, Inc. 162.5 NA 13.5x 02/09/2012 04/05/2012 Taleo Corp. Oracle Corporation 1,805.5 5.7x 60.9x 12/09/2011 03/02/2012 WorkPlace Systems International plc LDC Ltd. 38.4 3.9x 84.9x 02/07/2012 04/11/2012 CDC Software Corporation (nka:Aptean)Vista Equity Partners; Vista Equity Fund 4 264.8 1.2x 12.1x 02/06/2012 02/06/2012 OutStart, Inc. Kenexa Corp. 78.8 3.5x 13.5x 10/24/2011 01/25/2012 Rightnow Technologies, Inc. Oracle Corporation 1,521.4 7.0x 63.8x 01/05/2012 12/30/2011 StarCite, Inc. The Active Network, Inc. 59.8 NA NA 11/08/2011 11/04/2011 EZYield.com, Inc. TravelCLICK, Inc. NA NA NA 07/11/2011 08/22/2011 Radiant Systems, Inc. NCR Corp. 1,139.1 3.1x 20.7x 07/15/2011 07/20/2011 Cvent, Inc. Insight Venture Partners NA NA NA 03/11/2011 07/05/2011 Lawson Software, Inc. (nka:Infor (US), Inc.)Golden Gate Capital; Infor Global Solutions, Inc. 1,779.4 2.4x 13.4x 06/29/2011 06/29/2011 SoftHotel, Inc. Sabre Hospitality Solutions NA NA NA 02/09/2011 05/31/2011 XETA Technologies Inc. Quagga Corporation 63.9 NA 15.4x 02/09/2011 05/30/2011 Opodo Limited Vacaciones eDreams, S.L. 450.0 NA 11.7x 04/04/2011 05/13/2011 Epicor Software Corporation Apax Partners LLP 951.5 2.1x 17.5x 05/06/2011 05/06/2011 eTrawler Limited ECI Partners LLP NA NA NA 03/18/2011 03/18/2011 Fourth Hospitality Ltd. ECI Partners LLP NA NA NA 03/03/2011 03/03/2011 Amcom Software, Inc. USA Mobility, Inc. 169.4 3.3x 15.1x 02/17/2011 01/21/2011 BuyEfficient, LLC Sunstone Hotel Investors Inc. 18.0 NA NA 09/20/2010 12/17/2010 Internet Brands, Inc. Hellman & Friedman LLC 587.0 5.5x 14.5x 08/25/2010 11/04/2010 Copernic Inc. Harris Computer Systems, Inc. 3.7 2.2x NM 11/05/2009 01/28/2010 I2 Technologies, Inc. JDA Software Group Inc. 346.4 1.5x 6.9x 01/06/2010 12/31/2009 Micros E-Commerce LLC MICROS Systems, Inc. 29.9 NA NA 11/25/2009 08/19/2009 Amadeus Bulgaria Ltd. Bulgaria Air AD 3.3 4.8x NA 06/12/2009 08/13/2009 SoftBrands, Inc. Golden Gate Capital; Infor Global Solutions, Inc. 80.5 NM 6.0x 08/19/2008 08/19/2008 SmartyHost Pty Ltd. MYOB Australia Pty Ltd. 7.0 2.3x NA 08/09/2008 08/09/2008 Fry, Inc. MICROS Systems, Inc. 67.4 NA NA 07/31/2008 08/06/2008 Logic Controls, Inc. Bematech International Corporation 22.0 2.2x NA 02/19/2008 02/19/2008 Eatec Corporation Agilysys Inc. 23.5 2.9x NA 12/20/2007 02/07/2008 NSB Retail Systems plc CRS Retail Technology Group, Inc. 129.1 2.8x 12.1x 06/04/2007 06/18/2007 InfoGenesis Agilysys Inc. 90.0 2.1x 12.9x EV/Revenue EV/EBITDA Count 24 20 Low 0.0x 6.0x Mean 3.1x 26.8x Median 2.3x 14.0x High 8.8x 108.0x

17 Contact Information June 10, 2013

The McLean Group 7900 Westpark Drive, Suite A320 McLean, VA 22102 Main: 703.827.0200 Fax: 703.827.0175

Travel & Hospitality Team

Dennis Roberts Joe Golden Chairman & Managing Principal Principal [email protected] [email protected]

Mark Dayman Sue Keil Managing Director Vice President [email protected] [email protected]

Jeff Conn Joe Loughran Director Director [email protected] [email protected]

Disclaimer: The McLean Group does not provide accounting, tax or legal advice. The contents of this document are believed to be reliable, however The McLean Group, LLC makes no representation as to the accuracy or completeness of this information.

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