The Nash Exchange token (NEX) has not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any jurisdiction in the United States. Absent such registration, NEX tokens may not be offered or sold in the United States, or to or for the account or benefit of a US person (as defined in Regulation S of the Securities Act), unless an exemption from the registration requirements of the Securities Act is available, and in each case in compliance with the securities laws of any local jurisdiction.