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The A-NEX tokens have 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 and, absent such registration, 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 under 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.