Securities Act Exemption. The Lender hereby acknowledges that the Exchange has not been reviewed or approved by the SEC or any United States state regulatory authority and the Exchange will be consummated pursuant to the exemption from the registration requirements of the Securities Act under Regulation S. The Lender understands that the Exchange Securities have not been and will not be registered under the Securities Act or under the securities laws of any state or political sub-division of the United States and the Lender acknowledges and agrees that the Exchange Securities may not be sold, pledged, assigned or otherwise transferred or disposed of other than in an “Offshore Transaction” (as such

The Noteholder hereby acknowledges that the Exchange has not been reviewed or approved by the SEC or any United States state regulatory authority and the Exchange will be consummated pursuant to the exemption from the registration requirements of the Securities Act under Regulation S. The Noteholder understands that neither the Exchange Securities have not been and will not be registered under the Securities Act or or under the securities