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Regulation “D” Disclosure
The Securities have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "Securities Act") or any state securities laws. They are being sold in a private placement exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. No federal or state regulator has reviewed or approved the offering or this disclosure, and any representation to the contrary is unlawful. This offering is made only to "accredited investors" as defined in Rule 501(a) of Regulation D. By subscribing, you confirm that you are an accredited investor, that the basis for that status set out in your Accredited Investor Questionnaire is true and complete, and that you will notify the Company before closing if it ceases to be accurate. This offering is being conducted without any general solicitation or general advertising. You confirm that you learned of the offering through a substantive, pre-existing relationship with the Company or its authorized representatives, and not through any advertisement, public posting, seminar, or other general solicitation. You may not forward or distribute the Private Placement Memorandum.
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Regulation “S” Disclosure
The Securities have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "Securities Act") or any state or foreign securities laws. They are being sold in reliance on the Regulation S safe harbor for offshore offerings. No U.S. or foreign regulator has reviewed or approved the offering or this disclosure. This offering is made only in "offshore transactions" to persons who are not "U.S. persons" (as defined in Rule 902 of Regulation S). By subscribing, you confirm that you are not a U.S. person, you are outside the United States at the time you receive the offer and sign the subscription documents, and you are not acquiring the Securities for the account or benefit of any U.S. person.
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