Risk Disclaimer

Risk Connected to the Value of Tokens

No Rights, Functionality, or Features Other than Strictly Provided Herein.

The Tokens do not have any rights, uses, purpose, attributes, functionalities, or features, express or implied, including, without limitation, any uses, purpose, attributes, functionalities, or features on the Project, other than strictly provided in the White Paper.

Lack of Development of Market for Tokens.

Because there has been no prior public trading market for the Tokens, the sale of the Tokens may not result in an active or liquid market for the Tokens, and their price may be highly volatile. Although applications have been made to the cryptographic token exchanges for the Tokens to be admitted to trading, an active public market may not develop or be sustained after the Token sale. If a liquid trading market for the Tokens does not develop, the price of the Tokens may become more volatile and the Token holder may be unable to sell or otherwise transact in the Tokens at any time.

Risks Relating to Highly Speculative Traded Price.

The valuation of digital tokens in a secondary market is usually not transparent, and highly speculative. Traded price of the Tokens can fluctuate greatly within a short period of time. There is a high risk that a token holder could lose his/her entire contribution amount. In the worst-case scenario, the Tokens could be rendered worthless.

Tokens May Have No Value.

The Tokens may have no value and there is no guarantee or representation of liquidity for the Tokens. The Company is not and shall not be responsible for or liable for the market value of the Tokens, the transferability and/or liquidity of the Tokens, and/or the availability of any market for the Tokens through third parties or otherwise.

Any investment in the Tokens is highly speculative, and any return on an investment in the Tokens is contingent upon numerous circumstances, many of which (including legal and regulatory conditions) are beyond our control. There is no assurance that purchasers will realize any return on their investments or that their entire investment will not be lost. For this reason, each purchaser should carefully read this Memorandum and should consult with his or her own attorney, financial and tax advisors prior to making any investment decision with respect to the Tokens. Investors should only make an investment in the Tokens if they are prepared to lose the entirety of their investment.

Tokens are Non-Refundable.

Except for the cases strictly provided by the applicable legislation or in the legally binding documentation on the Tokens sale, Company is not obliged to provide the Token holders with a refund related to the Tokens for any reason, and the Token holders will not receive money or other compensation in lieu of the refund. No promises of future performance or price are or will be made in respect to the Tokens, including no promise of inherent value, no promise of continuing payments, and no guarantee that the Tokens will hold any particular value. Therefore, the recovery of spent resources may be impossible or may be subject to foreign laws or regulations, which may not be the same as the private law of the Token holder.

Risks of Negative Publicity.

Negative publicity involving the Company, the Project, the Tokens may materially and adversely affect the market perception or market price of the Tokens, whether or not it is justified.

Risks Arising from Taxation.

The tax characterization of the Tokens is uncertain. The purchaser shall seek his own tax advice in connection with the acquisition, storage, transfer, and use of the Tokens, which may result in adverse tax consequences to the purchaser, including, without limitation, withholding taxes, transfer taxes, value-added taxes, income taxes and similar taxes, levies, duties or other charges and tax reporting requirements.

Risks of Loss may aggravate

Many perils and circumstances not expressly stated herein may contribute to or aggravate losses resulting from a loss event. Such aggravation of, and contributions to, losses may arise from disruption of public safety, emergency management or other services, looting, vandalism, and other types of civil disorder; disruption of utilities or transportation services; flooding caused by dam or levee breaks; degradation of sanitation and other waste disposal systems; release of pollutants, contaminants, and other substances; and decreased ability to protect persons or property from injury or damage may materially increase the resultant loss. An aggravation of losses due to any number of factors could materially and negatively impact an investment in the Tokens.

Blockchain and Software Risks

Blockchain Delay Risk.

On most blockchains used for cryptocurrencies' transactions (e.g. Ethereum, Bitcoin blockchains), the timing of block production is determined by proof of work so block production can occur at random times.

Risk of Software Weaknesses.

The token smart contract concept, the underlying software application, and software of the Project (i.e. the Ethereum, Bitcoin blockchains) are still in an early development stage and unproven. There are no representations and warranties that the process for creating the Tokens will be uninterrupted or error-free. There is an inherent risk that the software could contain weaknesses, vulnerabilities, or bugs causing, inter alia, the complete loss of the cryptocurrency and/or the Tokens.

The Blockchain.

Blockchain networks are relatively new technologies, and the underlying architecture and design concepts of various blockchain network implementations and associated technologies within the broader digital ecosystem are still maturing and evolving. Blockchain networks' architecture design decisions can inadvertently introduce vulnerabilities, and initial implementations of architecture designs might contain errors or limitations that criminal actors are able to attack.

Indeed, security has been a foundational consideration in the design of blockchain technology. However, errors or limitations inherent to the architecture of a blockchain network on which the Tokens are deployed may lead to losses for holders of the Tokens.

Risks and adverse events can materialize with novel technologies for which real world applications are being sought and trialed while the technologies themselves evolve.

The tokenization of interests in real world assets implemented using blockchain technologies is a new digital innovation. Blockchain and tokenization are still largely what are called organizing visions. In the initial stages of innovation, organizing visions (such as "the information super high-way" of the early 1990s which we now simply call "the web") provide common terminology and identifying characteristics that help anchor discussions, sensemaking, and interpretations of an innovation. In Gartner's characterization, an innovation traverses a five-stage cycle over a horizon of years and eventually stabilizes into its most productive form. The Gartner Hype Cycle for Blockchain and Web3, 2022, postulates that tokenization is past a peak of inflated expectations but has not yet arrived at the depths of disillusionment. Their expectation is that tokenization will take between 5-10 years to reach its final form. As such there is a possibility that unforeseen risks may arise around the tokenization of assets which could adversely affect the Token holders in ways not yet known.

Security Risks

Risk of Loss of Private Keys.

The Tokens may be held by the Token holder in his digital wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private keys associated with such token holder's digital wallet or vault storing the Tokens will result in loss of such Tokens, access to token holder's Token balance and/or any initial balances in blockchains created by third parties. Moreover, any third party that gains access to such private keys, including by gaining access to login credentials of a hosted wallet or vault service the token holder uses, may be able to misappropriate the token holder's Tokens.

Lack of Token Security.

The Tokens may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the token smart contract which creates the Tokens or the Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing.

Risk of Incompatible Wallet Service.

The wallet or wallet service provider used for the acquisition and storage of the Tokens has to be technically compatible with the Tokens. The failure to assure this may have the result that the purchaser of the Tokens will not gain access to his Tokens.

Financial Crimes.

Public blockchain networks are largely decentralized, globally accessible, distributed digital infrastructure and services. Publishing a token onto a public blockchain potentially makes it accessible to people located in any geographic location. Though transaction transparency is a key design principle of public blockchains, the permissionless nature of these networks can conversely encourage identity obfuscation and anonymization because transactions are identified primarily via cryptographically generated addresses rather than through verified personally identifiable information. The operating conditions of permissionless public blockchain networks potentially allow the participation of actors across vast geographic areas and multiple jurisdictions that could potentially be involved in financial crime.

To combat identity obfuscation and anonymization by bad actors for the purposes of committing financial crime, the Token has been designed as a permissioned token. By implementing a permissioned token, prospective customers are required to complete Know Your Customer (KYC) and accreditation processes (for Regulation D accredited investors), and only customers that have been assessed and approved will be granted permission to purchase the Tokens. Transfers of tokens between approved, registered wallets and will additionally implement Know Your Transaction (KYT) mechanisms that prevent parties on international sanctions lists from being party to transactions. Transfers of token ownership and investor financial records will be mediated and maintained by an SEC-registered transfer agent in addition to the recording of transactions on the public blockchain ledger.

These measures will serve to reduce opportunities for the participation of bad actors that could increase the risks to Token holders of becoming victims of financial crime. However, there may be still risks that the nature of blockchain technologies could be exploited by bad actors to commit financial crime that adversely affect Token holders.

Risks Relating to the Company

Risks Relating to General Global Market and Economic Conditions.

Challenging economic conditions worldwide have from time to time may continue to contribute to slowdowns in the information technology industry at large. Weaknesses in the economy could have a negative effect on the Company's business, operations, and financial condition, including decreases in revenue and operating cash flows, and inability to attract future equity and/or debt financing on commercially reasonable terms. Additionally, in a down-cycle economic environment, the Company may experience the negative effects of a slowdown in usage of the Project.

Dependence of Project on Various Factors.

The development of the Project may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.

Lack of Interest in the Project.

Even if the Project is finished and adopted and launched, the ongoing success of the Project relies on the interest and participation of third parties like developers. There can be no assurance or guarantee that there will be sufficient interest or participation in the Project.

Governmental Risk

Uncertain Regulatory Framework.

The regulatory status of cryptographic tokens, digital assets, and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations, and/or rules that will affect cryptographic tokens, digital assets, blockchain technology, and its applications. Such changes could negatively impact the tokens in various ways, including, for example, through a determination that the tokens are regulated financial instruments that require registration. The Company may cease the distribution of the Tokens, the development of the Project or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.

Risk of Government Action.

The industry in which Company operates is new and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of Company's and/or pursue enforcement actions against them. All of this may subject Company to judgments, settlements, fines, or penalties, or cause Company to restructure its operations and activities or to cease offering certain products or services, all of which could harm the Company's reputation or lead to higher operational costs, which may, in turn, have a material adverse effect on the Tokens and/or the development of the Project.

Risk of Burdensomeness of Applicable Laws, Regulations, and Standards.

Failure to comply with existing laws and regulations or the findings of government inspections, or increased governmental regulation of the Company's operations, could result in substantial additional compliance costs or various sanctions, which could materially adversely affect Company's business and the Project. The company's operations and properties are subject to regulation by various government entities and agencies, in connection with ongoing compliance with existing laws, regulations, and standards. Regulatory authorities exercise considerable discretion in matters of enforcement and interpretation of applicable laws, regulations, and standards. Respective authorities have the right to, and frequently do, conduct periodic inspections of the Company's operations and properties throughout the year. Any such future inspections may conclude that Company has violated laws, decrees, or regulations, and it may be unable to refute such conclusions or remedy the violations. Any Company's failure to comply with existing laws and regulations or the findings of government inspections may result in the imposition of fines or penalties or more severe sanctions or in requirements that Company ceases certain of its business activities, or in criminal and administrative penalties applicable to respective officers. Any such decisions, requirements or sanctions, or any increase in governmental regulation of respective operations, could increase Company's costs and materially adversely affect Company's business and the Project.

Unanticipated Risks

Blockchain technologies and cryptographic tokens such as the Tokens are relatively new and dynamic technology. In addition to the risks included above, there are other risks associated with your purchase, holding, and use of the Tokens, including those that the Company cannot anticipate. Such risks may further appear as unanticipated variations or combinations of the risks discussed above.