THIS SIMPLE AGREEMENT FOR FUTURE TOKENS HAS NOT BEEN REGISTERED UNDER THE SECURITIES LAWS OF ANY JURISDICTION. NEITHER THIS AGREEMENT NOR THE TOKENS ISSUABLE UNDER IT MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT (I) AS PERMITTED HEREUNDER, AND (II) UNDER APPLICABLE LAW PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. NEW OR CHANGING LAWS AND REGULATIONS OR INTERPRETATIONS OF EXISTING LAWS AND REGULATIONS, IN THE CAYMAN ISLANDS, BRITISH VIRGIN ISLANDS AND IN OTHER JURISDICTIONS, MAY MATERIALLY AND ADVERSELY IMPACT THE VIABILITY OF THE PLATFORM, THE VALUE OF THE TOKENS, THE LIQUIDITY OF THE TOKENS AND THE STRUCTURE, RIGHTS AND TRANSFERABILITY OF THE TOKENS.PARTICIPATION IN THE OFFERING INVOLVES A HIGH DEGREE OF RISKS. YOU SHOULD CAREFULLY REVIEW THE CONFIDENTIAL INFORMATION MATERIALS PROVIDED TO YOU IN CONNECTION HEREWITH, TOGETHER WITH ALL THE OTHER INFORMATION CONTAINED IN THIS AGREEMENT, BEFORE MAKING A PURCHASE DECISION.

NO PROMISES OF FUTURE PERFORMANCE OR VALUE ARE OR WILL BE MADE WITH 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.YOU SHOULD NOT SEEK TO ACQUIRE TOKENS AS AN INVESTMENT ON A SPECULATIVE BASIS OR OTHERWISE, OR FOR A FINANCIAL PURPOSE, WITH THE EXPECTATION OR DESIRE THAT THEIR INHERENT, INTRINSIC OR CASH-EQUIVALENT VALUE MAY INCREASE WITH TIME. YOU ASSUME ALL RISKS ASSOCIATED WITH SUCH SPECULATION OR ACTIONS, AND ANY ERRORS ASSOCIATED THEREWITH, AND ACCEPT THAT THE TOKENS ARE NOT OFFERED ON AN INVESTMENT BASIS. YOU FURTHER ACKNOWLEDGE THAT ANY FUNDS YOU CONSIDER TO BE INVESTED IN THE TOKENS WILL NOT BE PROTECTED, GUARANTEED OR REIMBURSED BY ANY GOVERNMENTAL, REGULATORY OR OTHER ENTITY.

SIMPLE AGREEMENT FOR FUTURE TOKENS

OF

GUTTER TOKEN LTD

TERM SCHEDULE

THIS SIMPLE AGREEMENT FOR FUTURE TOKENS (the “Agreement”) is made on 27th March 2025

BETWEEN:

1. Purchaser as defined in the Terms Schedule; and

2. Gutter Token Ltd, a BVI Business Company incorporated in the British Virgin Islands with limited liability (the “Company”).

WHEREAS:

1. The Company proposes to create and make available the Tokens for purchase; and

2. The Purchaser desires to purchase from the Company or a Company Entity such number of Tokens as set out herein upon the provisions set out in this Agreement.

The Terms Schedule supplements, forms part of, and is subject to, the Agreement.

IT IS AGREED as follows:

1. Definitions and Interpretation

Terms used in this Agreement and defined in the Terms Schedule or defined in this Clause 1 below shall have the meaning attributed to such terms as specified thereat for all purposes of this Agreement.

“Affiliates” means, with respect to any specified Person, any director, officer, partner, member, authorised representative, agent or employee of such Person and any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person, and for purposes of this definition “control” (including, with correlative meanings, the terms, “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of this management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Applicable Exchange Rate” means the volume-weighted average hourly price on https://coinmarketcap.com/or across such exchange or exchanges as the Company may determine in its sole and absolute discretion at the time of receipt from the Purchaser; provided, however, that in the event that such exchange or exchanges are replaced or cease to be available for whatever reason (including technical issues) at such time that affect the accuracy of the volume-weighted average price, the Company shall find a suitable alternative or use its reasonable best efforts to determine the volume-weighted average price at such time.

“Assets” means the assets of the Company that remain lawfully available for payment to the Purchaser after all other liabilities of the Company have been satisfied and discharged in full and all other creditors of the Company have been paid in full but prior to the payment of any amounts to any equity holders of the Company.

“Company Entities” means each of the separate undertakings and entities comprised within the Company Group including, without limitation, Gutter Token Ltd., a BVI business company, Gutter Development, a Cayman Islands Company and “Company Entity” means any of them.

“Company Group” means the Company and its Affiliates.

“Delivery Date” means each date on which Purchased Tokens are to be delivered or transferred to the Purchaser by the Company for any reason (including, without limitation, because the Company is required to make such delivery or transfer hereunder or by any applicable Laws, or because the Company has agreed to make such delivery or transfer under any other agreements, or because the Company decides, in its sole discretion, to make such delivery or transfer).

“Dissolution Event” means (i) a voluntary termination of the operations of the Company, (ii) a general assignment of all or substantially all the Company’s assets for the benefit of the Company’s creditors, or (iii) any other liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organisation.

“Information Materials” means the Company’s offering materials made available for the express purpose of contemplated purchases pursuant to this Agreement (as such materials may amended from time to time).

“Laws” means the laws, acts, statutes, ordinances, rules, regulations, judgments, injunctions, orders, treaties, sanctions, administrative acts and decrees of any relevant jurisdiction.

“Person” means an individual or legal entity or person, including, without limitation, a Governmental Authority or an agency or instrumentality thereof.

“Platform” means the Perpetuals DEX platform as detailed further in the Information Materials and which is operated through the Platform Operator.

“Platform Operator” means Gutter Development, a Cayman Islands exempted company or Gutter Token Ltd, a BVI Business Company.

“Proceedings” means any disputes, claims, suits, actions, causes of action, demands, procedures or proceedings.

“Prohibited Person” means, as determined by the Token Issuer in its sole and absolute discretion:

1. a person unable to pass the Token Issuer’s know-your-client requirements as may be determined by the Token Issuer from time to time in its sole and absolute discretion;
2. a U.S. Person;
3. a member of the public in the Cayman Islands or British Virgin Islands;
4. a citizen or resident of or located in, or a legal entity formed or incorporated within or subject to the Laws of, a jurisdiction identified in Schedule 2 of this Agreement;
5. an individual or an individual employed by or associated with a legal entity or a legal entity identified on the United States Department of Commerce’s denied persons or entity list, the United States Department of Treasury’s specially designated nationals or blocked persons lists, the United States Department of State’s debarred parties list, any United Nations Security Council sanctions lists or any other sanctions list;
6. a person identified as a terrorist organisation on any other relevant lists maintained by any Governmental Authority;
7. a person acting, directly or indirectly, in contravention of any applicable Law;
8. a person that has been involved at any time in any type of activity associated with money laundering or terrorist financing or any other applicable anti-corruption or anti bribery statute or has been subject to any investigation or sanction by, or a request for information from, any Governmental Authority relating to money laundering, terrorist financing, corruption or bribery in any jurisdiction or under any Law; or
9. a person that is, unless otherwise disclosed in writing to the Token Issuer prior to your taking part in the Offering, a politically exposed person (“PEP”) as defined by the Financial Action Task Force (or such similar person under any applicable Law) as an individual who is or has been entrusted with a prominent public function or an immediate family member or close associate of a PEP or any corporation, business or other entity that has been formed by, or for the benefit of, a PEP or any immediate family member or close associate of a PEP.

“SAFT” means an agreement containing a future right to Tokens, similar in form and content to this Agreement.

“TGE” means, as determined by the Token Issuer in its sole and absolute discretion, the date upon which Tokens are generated and made available for distribution.^[2]

“Token” means the cryptographic tokens built on the Ethereum protocol launched on ApeChain known as $GANG tokens, as described further in the Information Materials and which shall operate in connection with the Platform which is owned and operated by the Platform Operator. The Company shall mint no more than 1,000,000,000 Tokens.

“Token Issuer” means Gutter Token Ltd. being the entity which generates the Tokens.

“U.S. Person” means any one of the following (i) any U.S. Citizen; (ii) any natural Person resident in the United States of America; (iii) any partnership or corporation organised or incorporated under the laws of the United States of America; (iv) any estate of which any executor or administrator is a U.S. Person; (v) any trust of which any trustee is a U.S. Person; (vi) any agency or branch of a foreign entity located in the United States of America; (vii) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; (viii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organised, incorporated or (if an individual) resident in the United States of America; and (ix) any partnership or corporation if (a) organised or incorporated under the laws of any foreign jurisdiction; and (b) formed by a U.S. Person principally for the purpose of investing in securities not registered under the U.S. Securities Act, unless it is organised or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the U.S. Securities Act) who are not natural Persons, estates or trusts. However, for the avoidance of doubt, the following are not a “U.S. Person” (x) any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. Person by a dealer or other professional fiduciary organised, incorporated, or (if an individual) resident in the United States; (xi) any estate of which any professional fiduciary acting as executor or administrator is a U.S. Person if (a) an executor or administrator of the estate who is not a U.S. Person has sole or shared investment discretion with respect to the assets of the estate; and (b) the estate is governed by foreign law; (xii) any trust of which any professional fiduciary acting as trustee is a U.S. Person, if a trustee who is not a U.S. Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor of the trust is revocable) is a U.S. Person; (xiii) an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country; (xiv) any agency or branch of a U.S. Person located outside the United States if (a) the agency or branch operates for valid business reasons; and (b) the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and (xv) the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter- American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organisations, their agencies, affiliates and pension plans.

In this Agreement, a reference to:

1. a currency includes a reference to a cryptocurrency;

2. a clause, exhibit, annexure or schedule, unless the context otherwise requires, is a reference to a clause, exhibit, annexure or schedule to this Agreement;

3. the “Deadline Date” means the date specified in the Terms Schedule as adjusted, if applicable;

4. a term includes any term, definition, provision or condition of this Agreement or such other agreement, document or instrument as the context requires; and

5. a statutory provision includes a reference to:

1. the statutory provision as modified or re-enacted or both from time to time (whether before or after the date of this Agreement); and

2. any subordinate legislation made under the statutory provision (whether before or after the date of this Agreement).

The Terms Schedule and the exhibits, annexures and schedules form part of this Agreement and shall have the same force and effect as if set out in the body of this Agreement and reference to this Agreement include the exhibits, annexures and schedules.

The headings in this Agreement shall not affect the interpretation of this Agreement.

2. Purpose and Allocation of Tokens

The Purchaser acknowledges and agrees that:

1. the Token Issuer is under no obligation to update and maintain the Information Materials;

2. the Token Issuer may at any time, in its sole and absolute discretion, modify (i) the design, manner and terms of the Token, (ii) the integration of the Tokens into the Platform’s design and functionality, (iii) the timing, manner and terms of allocation of the Tokens, and (iv) the design, manner and provisions of the Information Materials;

3. the Information Materials are for general information purposes only; may be amended by the Token Issuer from time to time without the consent of, or notice to, the Purchaser; and does not form any part of a contract, arrangement or understanding (or otherwise) between the parties;

4. the allocation of Tokens by the Token Issuer to the Purchaser:

1. may be subject to prior approval of one or more Governmental Authorities and the timing, outcome and manner of such approval (if any) may be beyond the control or influence of the Token Issuer; and

2. may, depending on the timing of the receipt of the Purchase Amount from the Purchaser, be allocated between one or more tiers of available Tokens that may have different terms including, without limitation, with respect to the Purchase Price Per Token and applicable Lock-Up and/or Vesting provisions. Unless otherwise agreed, the Token Issuer will use reasonable efforts to allocate Tokens to the Purchaser based on the best available Purchase Price Per Token (which may, however, have other less desirable commercial terms as compared to other tiers of Tokens which have a higher Purchase Price Per Token);

5. NONE OF THE COMPANY ENTITIES MAKE AND EACH EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY;

6. OTHER THAN AS SET OUT IN THE INFORMATION MATERIALS, THE TOKENS DO NOT REPRESENT OR CONFER ANY OWNERSHIP RIGHT OR STAKE, SHARE, SECURITY, OR EQUIVALENT RIGHTS, OR ANY RIGHT TO RECEIVE FUTURE REVENUE SHARES, INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER FORM OF PARTICIPATION IN OR RELATING TO THE PLATFORM, THE TOKEN ISSUER OR ANY AFFILIATE OF THE TOKEN ISSUER. THE TOKENS ARE NOT INTENDED TO BE A LOAN CONTRACT, CURRENCY, SECURITY, COMMODITY OR ANY KIND OF FINANCIAL INSTRUMENT; and

7. WITH RESPECT TO THE INFORMATION MATERIALS, THE PLATFORM, THIS AGREEMENT AND THE TOKENS, THE TOKEN ISSUER SPECIFICALLY DOES NOT REPRESENT AND WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT.

PURCHASER ACKNOWLEDGES, AGREES AND UNDERSTANDS THAT THE RIGHTS PURCHASED HEREUNDER ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND THE DOCUMENTS REFERENCED HEREIN. BY PARTICIPATING IN THIS OFFERING, PURCHASER AGREES TO BE BOUND BY THIS AGREEMENT AND THE DOCUMENTS REFERENCED HEREIN IN ALL RESPECTS.

3. Events

8. Payment of Purchase Amount. The Purchaser shall makepayment of the Purchase Amount to the Token Issuer’s Nominated Wallet Address within three (3) calendar days of the date hereof.

9. Token Generation Event. If there is a TGE prior to the Deadline Date, the Token Issuer shall, subject to any applicable Lock-Up and/or Vesting provisions set out herein and/or the Token Issuer obtaining any relevant approvals from any relevant Governmental Authorities, within two calendar months following the TGE, transfer to the Purchaser the Purchased Tokens. In connection with, as a condition to, and prior to the issuance or transfer of any Purchased Tokens by the Token Issuer to the Purchaser pursuant to this Clause 3(b) the Purchaser shall:

3. execute and deliver to the Token Issuer any and all other documents related to this Agreement as are requested by the Token Issuer, including, without limitation, verification of its identity, source of funds, and residency under all applicable Laws (including any applicable securities laws) and its tax reporting and beneficial ownership status; and

4. if not already provided, provide to the Token Issuer a network address to which the Purchaser's Tokens shall be delivered following the TGE.

10. Dissolution Event. Upon the occurrence of a Dissolution Event prior to (i) the Deadline Date, or (ii) the transfer of any Tokens pursuant to Clause 3(b), the Token Issuer shall pay out of the Assets as soon as reasonably practicable an amount equal to the Purchase Amount (the “Returned Purchase Amount”) due and payable to the Purchaser immediately prior to the occurrence of the Dissolution Event save that if immediately prior to the occurrence of the Dissolution Event, the Assets are insufficient for the Token Issuer to make the payment to the SAFT Parties of their respective Returned Purchase Amounts in full, as determined in good faith by the Token Issuer’s board of directors, then the Token Issuer’s obligation to pay each Returned Purchased Amount shall be replaced with the obligation to pay, with equal priority and pro rata among the SAFT Parties, an amount based on the relative value (in the Purchase Price currency of the Tokens as set out herein) of each SAFT Party’s respective Purchase Amount on the date of receipt by the Token Issuer of such Purchase Amount and calculated by reference, as applicable, to the Applicable Exchange Rate as at such date. The Token Issuer will make commercially reasonable efforts but shall not be required to pay the Returned Purchase Amount to the Purchaser in the original currency of the Purchase Amount. For these purposes, “SAFT Parties” means, in relation to other SAFTs entered into by the Issuer on or around the date of this SAFT with other counterparties for the same Tokens, each of those other counterparties.

11. Deadline Date. If the TGE has not occurred on or before the Deadline Date the Token Issuer shall make payment to the Purchaser as soon as reasonable practicable after the Deadline Date from Assets that remain lawfully available applying Clause 3(c) mutatis mutandis but with references to Dissolution Event being replaced with references to Deadline Date.

12. Subsequent SAFTs and Further Token Sales. The Token Issuer may offer and sell SAFTs and/or Tokens in multiple rounds at different times and on different terms and conditions. If the Token Issuer issues a subsequent SAFT prior to the expiration or termination of this Agreement, the Token Issuer is under no obligation to provide the Purchaser with any prior or other notice thereof, copies of any documentation relating to such subsequent SAFT, or any additional information related to such subsequent SAFT, whether or not reasonably requested by the Purchaser. For the avoidance of doubt, in the event the Purchaser determines that the terms and conditions of the subsequent SAFT are preferable to the terms and conditions of this Agreement, the Token Issuer is under no obligation to amend, amend and restate or otherwise modify the terms of this Agreement to be similar or identical to the subsequent SAFT. Any unsold Tokens at the time of the TGE shall initially be retained by the Token Issuer and can thereafter be dealt with by the Token Issuer in its sole and absolute discretion.

13. Adjustment by the Token Issuer. Notwithstanding anything to the contrary contained herein, the Token Issuer may determine in its sole and absolute discretion at any time prior to the TGE to not transfer all or any portion of the Purchased Tokens to the Purchaser and shall, subject to the requirements of applicable Law, in such event repay to the Purchaser the relevant portion of the Purchase Amount in the currency in which it was received by the Token Issuer from the Purchaser.

4. Company Representations and Warranties

The Company hereby represents and warrants to the Purchaser that:

14. the Company is a limited liability company, validly existing and in good standing under the laws of its incorporation;

15. the execution, delivery and performance by the Company of this Agreement is, to the Company’s knowledge, within the power of the Company and, other than with respect to the actions to be taken when Tokens are to be transferred to the Purchaser, has been duly authorised by all necessary actions on the part of the Company; and

16. this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other Laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

5. Purchaser Representations, Warranties and Covenants and Acknowledgement of Risk Factors

On the date hereof and on each Delivery Date, the Purchaser makes the representations, warranties and covenants set out in Schedule 5 to this Agreement for the benefit of each of the Company Entities. The Purchaser acknowledges to each of the Company Entities that it has read and fully understood Schedule 6 (Risk Disclosures: Certain Risk Factors) to this Agreement. For so long as obligations remain outstanding hereunder, the Purchaser shall be deemed to make the representations on each day and at all times for the benefit of each of the Company Entities.

6. Procedures for Purchase

The Purchaser shall comply with the procedures set forth in Schedule 1 hereof.

7. Indemnification

The Purchaser does hereby to the fullest extent permitted by applicable Law indemnify, defend and hold each of the Company Entities harmless from and against any and all loss, penalty, claim, damage, liability or expense whatsoever (including reasonable attorneys’ fees and disbursements) due to or arising out of or based upon (i) any inaccurate representation or warranty made by the Purchaser, or breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser in this Agreement or in any other document furnished by the Purchaser to any of the foregoing in connection with this transaction, or (ii) any action instituted by or on behalf of the Purchaser against any Company Entity that is finally resolved by judgment against the Purchaser or in favour of an Company Entity. The remedies provided in this Clause 7 shall be cumulative and shall not preclude the assertion by any Company Entity of any other rights or the seeking of any other remedies against the Purchaser. This indemnification shall survive any disposition of the Purchaser’s Tokens and any termination of this Agreement.

8. Limitation of Liability

To the fullest extent permitted by applicable Law (i) in no event will any Company Entity be liable for any indirect, special, incidental, consequential, or exemplary damages of any kind (including, but not limited to, where related to loss of revenue, income or profits, loss of use or data, or damages for business interruption) arising out of or in any way related to this Agreement, the Tokens or the use of the Platform, regardless of the form of action, whether based in contract, tort or any other legal or equitable claim (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable); and (ii) in no event will the aggregate liability of the Company Entities, whether in contract, tort or other legal or equitable claim, arising out of or relating to this Agreement, the Tokens or the use of the Platform exceed the amount the Purchaser pays to the Company hereunder.

9. Miscellaneous

17. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral or written, between them. This Agreement is one of a series of similar instruments entered into by the Company from time to time. Any provision of this Agreement may be amended, waived or modified only upon the written consent of the Company and the Purchaser.

18. Any notice required or permitted by this Agreement shall be deemed sufficient when sent by email to the relevant address listed on the signature page, as subsequently modified by written notice received by the appropriate party.

19. The Purchaser is not entitled, as a counterparty to this Agreement or as a holder of Tokens, to vote or receive dividends or be deemed the holder of any right, title, interest and/or membership interest of the Token Issuer for any purpose, nor shall anything contained herein be construed to confer on the Purchaser, as such, any of the rights of a member of the Token Issuer. However, without limitation to the above, the Token Issuer reserves all rights with respect to pursuing any form of decentralised governance should it so determine that doing so would be in the best interests of the holders of Tokens from time to time.

20. The Purchaser must at all times remain the only Person who has control over the Purchaser’s private key, digital wallet and any other device associated with the purchase of Tokens and any username, passwords or other login or identifying credentials used by the Purchaser with respect to the Platform and the Tokens. The Purchaser must implement reasonable and appropriate measures designed to secure access to any private key, digital wallet or any other device associated with the purchase of Tokens or the use of the Platform. If the Purchaser transfers any such private key, digital wallet or any other device associated with the purchase of Tokens or the use of the Platform to any third party, the Purchaser does so at its own risk and the Token Issuer shall not be held responsible for any loss the Purchaser may suffer as a result of third parties accessing the Purchaser’s private key, digital wallet or any other device associated with the purchase of Tokens or the use of the Platform. In the event that the Purchaser is no longer in possession and control of any private key, digital wallet or any other device associated with the purchase of Tokens, the use of the Platform and/or if the Purchaser is unable to provide login or identifying credentials to the Token Issuer and/or if the private key file or password respectively become lost or stolen, the Purchaser may lose all of the Tokens, access to the use of the Platform and/or the access to the Purchaser’s digital wallet. For the avoidance of doubt, the Token Issuer is under no obligation to recover or replace any such lost or stolen Tokens or the access to the use of the Platform and the Purchaser understands and agrees that all Token purchases are non-refundable and therefore the Purchaser shall not receive any amount of currency or other compensation for any Tokens purchased and/or lost for whatever reason. Failure to use the Platform correctly and/or to follow the Token Issuer’s procedures as may be made available from time to time may result in the Purchaser not receiving any Tokens, losing access to the use of the Platform or losing some or all of the amounts paid in exchange for Tokens, regardless of the purchase date.

21. Neither this Agreement nor the rights contained herein may be assigned or transferred, by operation of law or otherwise, by either party without the prior written consent of the other save that the Company may assign or transfer this Agreement (in whole or in part), without the consent of the Purchaser, to any Company Entity or otherwise in connection with a reorganisation to change the Company’s (or such Company Entity’s) domicile.

22. In the event any one or more of the provisions of this Agreement is for any reason held to be invalid, illegal or unenforceable in any jurisdiction, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Agreement operate or would prospectively operate to invalidate this Agreement in any jurisdiction, then and in any such event, such provision(s) shall be deemed modified to the minimum extent necessary so that such provision, as so modified, shall no longer be held to be invalid, illegal or unenforceable. Any such modification, invalidity or unenforceability shall be strictly limited both to such provision and to such jurisdiction, and in each case to no other. The remaining provisions of this Agreement will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby. Furthermore, in the event of any such modification, invalidity or unenforceability, this Agreement shall be interpreted so as to achieve the intent expressed herein to the greatest extent possible in the jurisdiction in question and otherwise as set forth herein.

23. All rights and obligations hereunder shall be governed by the Laws of the Cayman Islands, without regard to the conflicts of law provisions of such jurisdiction. The parties submit to the non-exclusive jurisdiction of the courts of the CaymanIslands and any courts competent to hear appeals from those courts. Any claim or dispute arising under this Agreement will take place on an individual basis without resort to any form of class or representative action (the “Class Action Waiver”). THIS CLASS ACTION WAIVER PRECLUDES ANY PARTY FROM PARTICIPATING IN OR BEING REPRESENTED IN ANY CLASS OR REPRESENTATIVE ACTION REGARDING A CLAIM. Regardless of anything else in this Agreement to the contrary, the validity and effect of the Class Action Waiver may be determined only by a court or referee and not by an arbitrator, and the Purchaser acknowledges that this Class Action Waiver is material and essential to the arbitration of any disputes between the parties and is non-severable from this Agreement.

24. The Purchaser shall, and shall cause its Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be requested by the Token Issuer to carry out the provisions of this Agreement and give effect to the transactions contemplated by this Agreement, including, without limitation, to enable the Token Issuer or the transactions contemplated by this Agreement to comply with applicable Laws.

25. The Token Issuer may determine, from time to time and in its sole and absolute discretion, that it is necessary to obtain certain information about the Purchaser and its Affiliates in order to comply with applicable Laws in connection with the Purchaser’s entry into this Agreement and its subsequent holding of Tokens. The Purchaser agrees to provide the Token Issuer with such information promptly upon request, and the Purchaser acknowledges and accepts that the Token Issuer may refuse to accept the Purchaser’s application until the Purchaser provides such requested information and the Token Issuer has determined that it is permissible for the Token Issuer to accept the Purchaser’s application and receive the Purchase Amount from the Purchaser under applicable Law. The Token Issuer further reserves the right to request identification documentation from the Purchaser and its Affiliates at any time. In the event that the Purchaser or any such Affiliate does not provide such requested information to the satisfaction of the Token Issuer (in its sole and absolute discretion) the Token Issuer shall not be bound by the provisions of this Agreement and shall be entitled to specifically refuse any presentation of Tokens by the Purchaser to the Token Issuer or any other Company Entity. In the event that the Purchaser, directly or indirectly, sells, assigns, transfers, conveys or otherwise disposes of any Tokens it does hereby covenant with the Token Issuer to procure that any such acquirer of Tokens shall be under equivalent obligations to provide such information to the Token Issuer at the request of the Token Issuer from time to time.

26. The Purchaser hereby consents to the Token Issuer transferring the Purchaser’s personal data to any Company Entity for processing and to recipients in countries which do not provide the same level of data protection as the Cayman Islands. The Token Issuer and each other Company Entity may use the Purchaser’s information for any purpose they determine including, without limitation, for administration, marketing, customer services, crime (including tax evasion) prevention and detection, anti-money laundering, due diligence and verification of identity purposes. The Token Issuer and each other Company Entity may further disclose the Purchaser’s information to any of their respective service providers, agents, relevant custodians or similar third parties for any reason and such Persons may keep the Purchaser’s information for any period of time permitted by applicable Law. The Purchaser does hereby consent to the Token Issuer and any other Company Entity disclosing any of the Purchaser’s information which they hold to any Governmental Authority or prosecuting authority for any reason and without notice to the Purchaser. The Purchaser hereby acknowledges and agrees to hold the Token Issuer and each other Company Entity harmless in respect of any disclosure of information by such Persons in accordance with this Agreement. For the avoidance of any doubt, the Token Issuer and each other Company Entity shall not be liable to the Purchaser or any other Person for any loss, damage or expense incurred directly or indirectly as a result of such disclosure.

27. The Company Entities shall not be liable or responsible to the Purchaser, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any provision of this Agreement, including without limitation, launching the Platform or consummating the TGE.

28. The Purchaser hereby acknowledges and agrees that for the purposes of applicable Law each Company Entity not a party to this Agreement is an intended third-party beneficiary under this Agreement (and the Token Issuer shall hold the benefit of such provisions on trust for each such Company Entity). However, the parties to this Agreement may rescind or vary this Agreement (including, without limitation, any variation so as to extinguish or alter a third party’s entitlement to enforce any provisions of this Agreement) without the consent of any such third party.

29. Each party to this Agreement acknowledges that Travers Thorp Alberga, legal counsel to the Token Issuer, has represented solely the Token Issuer, and not the Purchaser or any shareholder, director or employee of the Purchaser in the preparation of this Agreement.

30. All communications from the Token Issuer to the Purchaser and all information and other material supplied by the Token Issuer to the Purchaser which is marked “confidential” or is by its nature intended to be confidential and any information concerning the matters with respect to this Agreement shall be kept confidential by the Purchaser unless the Purchaser is compelled to disclose such information pursuant to applicable Law.

31. This Agreement may be terminated:

5. with the written consent of the parties;

6. by the Company upon notice in writing to the Purchaser in the event the Company determines in its sole and absolute discretion that applicable Law prohibits or renders illegal the sale of Tokens pursuant to this Agreement;

7. by the Company upon notice in writing to the Purchaser if at any time (a) the Purchaser is in breach of any of its obligation pursuant to this Agreement, or (b) there is an inaccuracy in any of the representations or warranties given hereunder by the Purchaser; or

8. by the Company upon notice in writing to the Purchaser in the event that the Purchaser fails to make full payment of the Purchase Amount to the Company within seven (7) calendar days of the date hereof.

32. Upon termination of this Agreement by the Company for any reason, and without prejudice to any other rights or remedies the Token Issuer may have against the Purchaser, all of the Purchaser’s rights under this Agreement shall immediately terminate and the Purchaser shall not be entitled to (i) a refund of any Purchase Amount paid, or (ii) the transfer, or further transfer, of any Tokens.

33. Without limitation of anything else in this Agreement, the Token Issuer shall not be liable or responsible to the Purchaser, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this instrument, including without limitation, developing and launching the Token Issuer’s technology, when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation: (i) acts of God; (ii) flood, fire, earthquake or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, or other civil unrest or instability; (iv) health pandemic; (v) changes to applicable Law; or (vi) action by any Governmental Authority.

34. Clauses 1, 2, 3(c), 3(d), 3(e), 5, 7, 8 and 9 shall survive the termination or completion of this Agreement.

35. Notwithstanding any other provision of this Agreement, the obligations of the Token Issuer are limited recourse obligations of the Token Issuer payable solely from the Assets (and in relation to the realisation of any Assets, the application of the proceeds thereof). All obligations of and any claims against the Token Issuer hereunder or in connection herewith after such realisation shall be extinguished and shall not thereafter revive. No recourse shall be had against any officer, director, partner, employee, shareholder or incorporator of the Token Issuer or its respective successors or assigns for any amounts payable in respect of the Tokens (except as otherwise provided herein).

36. Notwithstanding any other provision of this Agreement, the Purchaser may not institute against, or join any other Person in instituting against, the Token Issuer or any of its Affiliates any bankruptcy, reorganisation, arrangement, insolvency, winding up, moratorium or liquidation Proceedings, or other Proceedings under the laws of the British Virgin Islands, the Cayman Islands, U.S. federal or State bankruptcy or similar laws. Nothing in this Clause 9 shall preclude, or be deemed to stop, the Purchaser (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or Proceeding voluntarily filed or commenced by the Token Issuer or (B) any involuntary insolvency Proceeding filed or commenced by a Person other than the Purchaser, or (ii) from commencing against the Token Issuer any legal action which is not a bankruptcy, reorganisation, arrangement, insolvency, moratorium or liquidation Proceeding.

37. This Agreement may be executed in counterparts, each of which shall be deemed an original, but which taken together shall constitute one and the same instrument. Any signature delivered by any form of electronic transmission shall be deemed an original and create a valid and binding obligation of the executing party with the same force and effect as a physically delivered signature.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and delivered as of the date hereofa click wrap agreement presented on GutterToken.com and agreed to by the Purchaser and the Company.

SCHEDULE 1

PROCEDURE FOR ENTRY INTO THIS AGREEMENT

1. Review this Agreement and the Information Materials in detail and seek your own legal, tax and financial advice.

2. Following the above you will be provided with a final form of the Agreement on www.guttertoken.com for execution by click-wrap signature. We may also request certain information from you to confirm your (i) personal or corporate identity; (ii) source of funds; and (iii) your eligibility to enter into a SAFT with the Company and to acquire Tokens in future.

3. Execute and deliver the Agreement electronically using www.GutterToken.com website using a click wrap style agreement using the website for an email version of this website please email frank.balderamos@masticmanagement.com.

4. Once the ‘know your client’ (KYC) and ‘anti-money laundering’ (AML) processes and policiesare completed and the Company has determined to enter into the Agreement with you, the Company shall countersign the Agreementand follow the vesting and token issuance schedule.

5. Pay the Purchase Amount to the Company within three (3)calendar days of the executed Agreement being provided to you by the Company.

6. Tokens shall be delivered as specified in the Agreement to your nominated network address.

SCHEDULE 2

LIST OF RESTRICTED JURISDICTIONS

• Cuba
• Democratic People’s Republic of North Korea
• Donetsk People's Republic (DNR) region of Ukraine
• Islamic Republic of Iran
• Libya
• Luhansk People's Republic (LNR) region of Ukraine
• People's Republic of China
• South Sudan
• Sudan (North)
• Syria
• Republic of Crimea
• Australia
• United Kingdom
• Italy
• The United States of America
• Cayman Islands
• British Virgin Islands
• Any jurisdiction in which the entry into this Agreement or the ownership of the Tokens or the use of the Platform is prohibited by applicable Law
• Any jurisdiction which is subject to United States, United Nations or other applicable sanctions or embargoes

The Company reserves the right to add any additional jurisdictions at any time and without prior notice.

SCHEDULE 3

FURTHER PARTICULARS

THE SAFTS AND THE TOKENS BEING SOLD HEREUNDER INVOLVE A HIGH DEGREE OF RISK. ONLY THOSE PURCHASERS WHO CAN BEAR THE LOSS OF THEIR ENTIRE PURCHASE SHOULD ENTER INTO A SAFT AND ACQUIRE THE TOKENS. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

Neither the SAFTs nor the Tokens being sold hereunder have been registered or qualified under the securities Laws of any jurisdiction anywhere in the world. It is being offered and sold only in jurisdictions where such registration or qualification is not required, including, without limitation, pursuant to applicable exemptions that generally limit the purchasers who are eligible to (i) enter into a SAFT and that restrict its transfer, assignment or resale; and/or (ii) acquire Tokens and that restrict their transfer, assignment or resale. The SAFTs and the Tokens may not be offered, sold, assigned or otherwise transferred, pledged or hypothecated except as permitted pursuant to the provisions of (i) the SAFT; and (ii) applicable Law.

The SAFTs and the Tokens are not regulated by any central bank, or other Governmental Authority. The Company provides no representation as to the legal status of the SAFTs or the Tokens in any jurisdiction. The Company does not provide investment advice with regard to the entry into a SAFT or the purchase of the Tokens. The entry into a SAFT and the issuance or transfer of the Tokens shall be subject to the Purchaser’s acceptance and execution of the relevant legal disclosures and agreements in connection therewith. It is the Purchaser’s sole responsibility to seek professional advice prior to entering into a SAFT with the Company or acquiring Tokens from the Company.

NOTICE TO RESIDENTS OF THE CAYMAN ISLANDS

NO INVITATION IS MADE HEREUNDER TO THE PUBLIC IN THE CAYMAN ISLANDS TO (I) ENTER INTO ANY SAFT WITH THE COMPANY; OR (II) ACQUIRE ANY TOKENS FROM THE COMPANY. NO SALE OF TOKENS SHALL BE MADE TO THE PUBLIC IN THE CAYMAN ISLANDS.

NOTICE TO RESIDENTS OF THE BRITISH VIRGIN ISLANDS

NO INVITATION IS MADE HEREUNDER TO THE PUBLIC IN THE BRITISH VIRGIN ISLANDS TO (I) ENTER INTO ANY SAFT WITH THE COMPANY; OR (II) ACQUIRE ANY TOKENS FROM THE COMPANY. NO SALE OF TOKENS SHALL BE MADE TO THE PUBLIC IN THE BRITISH VIRGIN ISLANDS.

NOTICE TO U.S. PERSONS

NO INVITATION IS MADE HEREUNDER TO ANY U.S. PERSON (I) ENTER INTO ANY SAFT WITH THE COMPANY; OR (II) ACQUIRE ANY TOKENS FROM THE COMPANY. NO SALE OF TOKENS SHALL BE MADE TO ANY U.S. PERSON.

NOTICE TO RESIDENTS, CITIZENS AND TAX RESIDENTS OF AUSTRALIA

NO INVITATION IS MADE HEREUNDER TO ANY AUSTRALIAN RESIDENT (I) ENTER INTO ANY SAFT WITH THE COMPANY; OR (II) ACQUIRE ANY TOKENS FROM THE COMPANY. NO SALE OF TOKENS SHALL BE MADE TO ANY AUSTRALIAN PERSONS.

NOTICE TO RESIDENTS OF ALL OTHER JURISDICTIONS

NO ACTION HAS BEEN TAKEN TO PERMIT THE OFFER, SALE, POSSESSION OR DISTRIBUTION OF THE SAFT, THE TOKENS OR ANY RELATED DOCUMENTS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. YOU ARE REQUIRED TO INFORM YOURSELF ABOUT, AND TO OBSERVE ANY RESTRICTIONS RELATING TO, THE SAFT, THE TOKENS AND ANY RELATED DOCUMENTS IN YOUR JURISDICTION.

GENERAL NOTICE

THE SALE OF THE TOKENS IS NOT UNDERWRITTEN. THE SALE PRICE OF THE TOKENS IS SUBJECT TO CHANGE AND HAS BEEN ARBITRARILY SET BY THE COMPANY. THERE CAN BE NO ASSURANCE THAT ANY OF THE TOKENS SHALL BE SOLD.

NEITHER THE SAFT NOR THE TOKENS HAVE BEEN APPROVED OR DISAPPROVED BY ANY GOVERNMENTAL AUTHORITY, NOR HAS ANY SUCH GOVERNMENTAL AUTHORITY REVIEWED THIS DOCUMENT FOR ACCURACY OR COMPLETENESS. BECAUSE THE SAFTS AND THE TOKENS HAVE NOT BEEN SO REGISTERED, THERE MAY BE RESTRICTIONS ON THEIR ASSIGNABILITY, TRANSFERABILITY OR RESALE. EACH PROSPECTIVE PURCHASER SHOULD PROCEED ON THE ASSUMPTION THAT THEY MUST BEAR THE ECONOMIC RISKS OF THE ENTRY INTO THE SAFT AND THE ACQUISITION OF THE TOKENS FOR AN INDEFINITE PERIOD, SINCE THE SAFT AND THE TOKENS MAY NOT BE SOLD UNLESS, AMONG OTHER THINGS, THEY ARE SUBSEQUENTLY REGISTERED UNDER APPLICABLE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THERE IS NO TRADING MARKET FOR THE TOKENS AND THERE CAN BE NO ASSURANCE THAT ANY MARKET SHALL DEVELOP IN THE FUTURE OR THAT THE TOKENS SHALL BE ACCEPTED FOR INCLUSION ON ANY TRADING EXCHANGE AT ANY TIME IN THE FUTURE. THE COMPANY IS NOT OBLIGATED TO REGISTER FOR SALE, UNDER ANY SECURITIES LAWS, THE TOKENS PURCHASED PURSUANT HERETO. ACCORDINGLY, THE SALE, ASSIGNMENT, TRANSFER, OR OTHER DISPOSITION OF ANY OF THE TOKENS WHICH ARE PURCHASED PURSUANT HERETO MAY BE RESTRICTED BY (I) THIS AGREEMENT, AND/OR (II) APPLICABLE SECURITIES LAWS (DEPENDING ON THE RESIDENCY OR CITIZENSHIP OF THE PURCHASER OR ITS JURISDICTION OF INCORPORATION OR OPERATION). THE SALE PRICE OF THE TOKENS IS SUBJECT TO CHANGE AND HAS BEEN ARBITRARILY ESTABLISHED BY THE COMPANY AND DOES NOT NECESSARILY BEAR ANY SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THE COMPANY OR ANY OTHER RECOGNIZED CRITERIA OF VALUE.

CERTAIN INCOME TAX CONSIDERATIONS

THE PURCHASER SHOULD SEEK, AND MUST DEPEND UPON, THE ADVICE OF HIS OR HER TAX ADVISOR WITH RESPECT TO THEIR PURCHASE, AND THE PURCHASER IS RESPONSIBLE FOR THE FEES OF SUCH ADVISOR. NOTHING IN THIS AGREEMENT IS OR SHOULD BE CONSTRUED AS LEGAL OR TAX ADVICE TO THE PURCHASER. THE PURCHASER SHOULD BE AWARE THAT THEIR LOCAL TAX AUTHORITIES MAY NOT AGREE WITH ALL TAX POSITIONS TAKEN BY THE COMPANY AND THAT CHANGES TO THE APPLICABLE LAWS, REGULATIONS OR RULINGS OR COURT DECISIONS AFTER THE DATE OF THIS AGREEMENT MAY CHANGE THE ANTICIPATED TAX TREATMENT TO THE PURCHASER. THE COMPANY WILL NOT OBTAIN ANY RULING WITH REGARD TO THE TAX CONSEQUENCES OF THE ENTRY INTO THIS AGREEMENT OR THE PURCHASE OF TOKENS.

THE TAX TREATMENT OF THIS AGREEMENT AND THE DISTRIBUTION OF TOKENS IS UNCERTAIN AND THERE MAY BE ADVERSE TAX CONSEQUENCES FOR THE PURCHASER. THE ENTRY INTO OF THIS AGREEMENT AND THE PURCHASE OF TOKENS PURSUANT HERETO MAY RESULT IN ADVERSE TAX CONSEQUENCES TO THE PURCHASER, INCLUDING WITHHOLDING TAXES, INCOME TAXES AND TAX REPORTING REQUIREMENTS. THE PURCHASER SHOULD CONSULT WITH AND MUST RELY UPON THE ADVICE OF ITS OWN PROFESSIONAL TAX ADVISORS WITH RESPECT TO THE TAX TREATMENT OF THE ENTRY INTO OF THIS AGREEMENT AND THE PURCHASE OF TOKENS PURSUANT HERETO.

SCHEDULE 4

PRIVACY NOTICE

This privacy notice (the “Privacy Notice”) explains the manner in which Gutter Development and its Affiliates (the “Company Group”) collects, processes and maintains personal data about You.

The Company Group is committed to processing personal data in accordance with Applicable Law. In its use of personal data, certain members of the Company Group will be characterised under Applicable Law as a data controller, whilst certain of the Company Group’s service providers, Affiliates and delegates may act as data processors under Applicable Law. For the purposes of this Privacy Notice, we, us or ourmeans each member of the Company Group in its capacity (as relevant) as data controller of the personal data and You or Yourmeans the Tokenholder or relevant individual affiliated or connected with the Tokenholder receiving this Privacy Notice.

If You are a nominee Tokenholder or a corporate entity, this Privacy Notice will be relevant for those individuals connected to You and You should transmit this document to such individuals for their awareness and consideration.

Personal data: By virtue of acquiring Tokens, the Company Group and certain other service providers and their respective Affiliates and delegates (the “Authorised Entities”) may collect, record, store, transfer and otherwise process personal data by which individuals may be directly or indirectly identified. We may combine personal data that You provide to us with personal data that we collect from or about You. This may include personal data collected in an online or offline context including from credit reference agencies and other available public databases or data sources, such as news outlets, websites and other media sources and international sanctions lists. It may also include data which, when aggregated with other data, enables an individual to be identified, such as an IP address and geolocation data.^[3]

Why is Your personal data processed: The storage, processing and use of personal data by the Company Group will take place for lawful purposes, including:

1. to comply with any applicable legal, tax or regulatory obligations on the Company Group or another Authorised Entity under any Applicable Laws;
2. to perform a contract to which You are a party or for taking pre-contractual steps at Your request;
3. to operate the Company Group, including managing and administering the Tokens and the business of the Company Group on an on-going basis which enables the Company Group and its Tokenholders to satisfy their contractual duties and obligations to each other;
4. to verify the identity of the Company Group to third parties for any purpose which the Company Group considers necessary or desirable;
5. to assist the Company Group in the improvement and optimisation of advertising (including through marketing material and content) its services;
6. for risk management and risk control purposes relating to the Company Group;
7. to pursue the Company Group’s or a third party’s legitimate interests: (i) for direct marketing purposes; or (ii) to help detect, prevent, investigate, and prosecute fraud and/or other criminal activity, and share this data with legal, compliance, risk and managerial staff to assess suspicious activities; and/or
8. where You otherwise consent to the processing of personal data for any other specific purpose.

As a data controller, we will only use Your personal data for the purposes for which we collected it as set out in this Privacy Notice. If we need to use Your personal data for an unrelated purpose, we will contact You. In certain circumstances, we may share (or be required to share) Your personal data with regulatory, prosecuting and other governmental agencies or departments, and parties to litigation (whether pending or threatened), in any country or territory in accordance with Applicable Law.

We may transfer Your personal data outside of the jurisdiction of our incorporation, as permitted under Applicable Law. We will not sell Your personal data.

Your rights:You may have certain rights under Applicable Law, including:

1. the right to be informed as to how we collect and use Your personal data;
2. the right to access Your personal data;
3. the right to require us to stop direct marketing;
4. the right to have inaccurate or incomplete personal data corrected;
5. the right to withdraw Your consent and require us to stop processing or restrict the processing, or not begin the processing, of Your personal data;
6. the right to be notified of a data breach (unless the breach is unlikely to be prejudicial); and
7. the right to require us to delete Your personal data in some limited circumstances.

Please note that if You do not wish to provide us with requested personal data or subsequently withdraw Your consent, You may not be able to hold or otherwise deal with the Tokens or remain as a holder of the Tokens as it will affect our ability to provide our services to You as a Tokenholder.

Retention of Personal Data:The personal data shall not be held by the Company Group for longer than necessary with regard to the purposes of the data processing.

Changes to Privacy Notice:We encourage You to regularly review this and any updated Privacy Notice to ensure that You are always aware of how personal data is collected, used, stored and disclosed.

Contact Us: Please contact the Company Group if You have any questions about this Privacy Notice, the personal data we hold about You or to discuss Your rights under Applicable Law.

In this Schedule 4:

“Affiliates” means, with respect to any specified Person, any director, officer, partner, member, authorised representative, agent or employee of such Person and any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person, and for purposes of this definition “control” (including, with correlative meanings, the terms, “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of this management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise. Where “Person” means an individual or legal entity or person, including, without limitation, a Governmental Authority or an agency or instrumentality thereof.

“Applicable Law” means the applicable laws, acts, statutes, ordinances, rules, regulations, judgments, injunctions, orders, treaties, sanctions, administrative acts and decrees of any relevant jurisdiction.

SCHEDULE 5

Purchaser Representations, Warranties and Covenants

The Purchaser makes (and is deemed to make) the representations, warranties and covenants below in accordance with the Agreement:

1. the Purchaser is not a Prohibited Person.

2. except in the case where the Purchaser is a natural person, that it is duly organised, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation.

3. neither the Purchaser, nor, if applicable, any of its affiliates or direct or indirect beneficial owners; (i) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), nor are they otherwise a party with which the Company is prohibited to deal under the laws of the United States; (ii) is a Person identified as a terrorist organisation on any other relevant lists maintained by any Governmental Authority; or (iii) unless otherwise disclosed in writing to the Company prior to the date of this Agreement, is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure. The Purchaser further represents and warrants that, if applicable, the Purchaser: (a) has conducted thorough due diligence with respect to all of its beneficial owners; (b) has established the identities of all direct and indirect beneficial owners and the source of each beneficial owners’ funds; and (c) will retain evidence of those identities, any source of funds and any due diligence.

4. the Purchaser has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder and has read and fully understood the Company’s Privacy Notice annexed at Schedule 4 of this Agreement.

5. this Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other Laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

6. the execution, delivery and performance of this Agreement shall not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice of (i) any provision of the Purchaser’s organisational documents, if applicable; (ii) any provision of any judgment or order to which the Purchaser is a party, by which the Purchaser is bound, or to which any of the Purchaser’s material assets are subject; (iii) any material agreement, obligation, duty or commitment to which the Purchaser is a party or by which the Purchaser is bound; or (iv) any Laws applicable to the Purchaser.

7. the Purchaser hereby represents that (i) it has satisfied itself as to the full observance of applicable Law in connection with its entry into this Agreement, including (x) the legal requirements within its jurisdiction for the entry into this Agreement and the acquisition of the Tokens, (y) any foreign exchange restrictions applicable to such purchase or exchange, and (z) any Governmental Authority or other consents that may need to be obtained; (ii) the Purchaser has consulted with, and is relying solely upon the advice of, its own advisors relating to the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, exchange, sale or transfer of, as relevant, this Agreement and the Tokens; and (iii) the Purchaser’s subscription and payment for this Agreement, continued beneficial ownership of this Agreement, exchange for Tokens or continued beneficial ownership of the Tokens will not violate any applicable securities or other Laws of the Purchaser’s jurisdiction.

8. the Purchaser hereby represents that (i) it has satisfied itself as to the full observance of applicable Law in connection with its entry into this Agreement, including (x) the legal requirements within its jurisdiction for the entry into this Agreement and the acquisition of the Tokens, (y) any foreign exchange restrictions applicable to such purchase or exchange, and (z) any Governmental Authority or other consents that may need to be obtained; (ii) the offer and sale of the SAFTs is being made in compliance with Rule 903(a) of Regulation S promulgated pursuant to Section 5 of the U.S. Securities Act and specifically recognises that the offer and sale of the SAFTs is being made (y) in an “offshore transaction” and (z) no “direct selling efforts” were made in the United States by the Company or any party affiliated with, or representing, the Company; (iii) the Purchaser has consulted with, and is relying solely upon the advice of, its own advisors relating to the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, exchange, sale or transfer of, as relevant, this Agreement and the Tokens; and (iv) the Purchaser’s subscription and payment for this Agreement, continued beneficial ownership of this Agreement, exchange for Tokens or continued beneficial ownership of the Tokens will not violate any applicable securities or other Laws of the Purchaser’s jurisdiction. The Purchaser agrees to resell any Tokens that it receives only in accordance with this Agreement and the provisions of Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption therefrom, and agrees not to engage in hedging transactions with regard to such securities unless in compliance with the U.S. Securities Act.

9. the Purchaser will not acquire and will not transfer any Tokens within the United States of America, its territories or possessions (hereinafter collectively referred to as the “United States”).

10. the Purchaser did not engage (except as specifically authorised by the Company) and will not engage in any activity relating to the sale of Tokens (i) in the United States; or (ii) to any U.S. Person.

11. the Purchaser will not acquire and will not transfer any Tokens within or engage (except as specifically authorised by the Company) in any activity relating to the sale, distribution or any other use of Tokens in any jurisdiction identified in Schedule 2 of this Agreement.

12. the Purchaser will not transfer, directly or indirectly, any Tokens acquired hereunder to any Prohibited Person or any Person or entity controlling, controlled by or under common control with such a Person.

13. the Purchaser will not transfer directly or indirectly any of its Tokens to any Person unless the proposed transferee has made the same representations and warranties as set out herein.

14. the Purchaser agrees and accepts that the Company may enforce any transfer restrictions under the Agreement with stop orders, restrictive legends, KYC procedures and similar means. The Purchaser acknowledges and agrees that the Company may file voluntarily or as required by applicable Law, a suspicious activity report (“SAR”) or any other information with governmental and law enforcement agencies that identify transactions and activities that the Company reasonably determines to be suspicious, or is otherwise required by law. The Purchaser acknowledges that the Company is prohibited by law from disclosing to third parties, including the Purchaser, any SAR filing itself or the fact that a SAR has been filed. The Purchaser understands and agrees that, even if the Company is not obligated to comply with any specific anti-money laundering requirements, the Company may nevertheless choose to voluntarily comply with such requirements as the Company deems appropriate in its sole discretion. The Purchaser agrees to cooperate with the Company as may be required in the reasonable opinion of the Company in connection with such compliance.

15. the Purchaser understands that, in connection with any proposed transfer, the Company may require an opinion of counsel in form and substance satisfactory to the Company to the effect that any such proposed transfer or resale of the Tokens is in compliance with the U.S. Securities Act and any applicable state or foreign securities laws. Purchaser hereby agrees that, to enforce the restrictions set forth in this SAFT, the Company may impose technological and other restrictions on the Wallet and the Tokens deliverable hereunder.

16. the Purchaser has been advised that this Agreement may constitute a security within its jurisdiction of residence and that the offers and sales of this Agreement and the Tokens to be transferred hereunder have not been registered under any country’s securities Laws and, therefore, cannot be resold except in compliance with (i) this Agreement, and (ii) applicable Laws.

17. the Purchaser is entering into this Agreement for its own account, not as a trustee, nominee, representative or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.

18. the Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.

19. the Purchaser has read and fully considered and understands the Information Materials and this Agreement and that the Purchaser has evaluated the Purchaser’s investment in the light of the Purchaser’s financial condition and resources.

20. THE RISK OF LOSS IN BUYING, HOLDING AND TRADING DIGITAL ASSETS AND RIGHTS THEREIN, INCLUDING THE TOKENS, CAN BE IMMEDIATE AND SUBSTANTIAL. THERE IS NO GUARANTEE AGAINST LOSSES FROM PARTICIPATING IN THE OFFERING. PURCHASER SHOULD THEREFORE CAREFULLY CONSIDER WHETHER TRADING OR HOLDING VIRTUAL CURRENCY IS SUITABLE FOR THE PURCHASER IN LIGHT OF ITS FINANCIAL CONDITION. THE PURCHASER ACKNOWLEDGES, AGREES AND ASSUMES ALL RISKS ASSOCIATED WITH THIS AGREEMENT AND THE TOKENS INCLUDING, WITHOUT LIMITATION, THOSE RISKS DISCLOSED IN SCHEDULE 6 (RISK DISCLOSURES: CERTAIN RISK FACTORS) TO THIS AGREEMENT.

21. the Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to enter into this Agreement.

22. the Purchaser hereby acknowledges and agrees that the entry into this Agreement and the potential transfer of Tokens hereunder involve risks, all of which the Purchaser fully and completely assumes, including, without limitation, the risk that (i) the technology associated with the Platform shall not function as intended; (ii) the Platform and TGE shall not be completed; (iii) the Platform shall fail to attract sufficient interest from key stakeholders; and (iv) the Company and/or the Platform may be subject to investigation and punitive actions from Governmental Authorities.

23. the Purchaser has significant experience with, and understanding of, the usage and intricacies of cryptographic tokens and blockchain based software systems and the storage and transmission mechanisms associated with cryptographic tokens.

24. the Purchaser understands that no public market now exists for the SAFT or the Tokens, and that the Company has made no assurances that a public market will ever exist for the SAFT or the Tokens and the Company is under no obligation to register or qualify the SAFT or the Tokens under the laws of any Governmental Authority.

25. the Purchaser accepts that (i) the Tokens shall be created and delivered to the Purchaser at the sole risk of the Purchaser on an “AS IS” and “UNDER DEVELOPMENT” basis; and (ii) the use of the Platform by the Purchaser is also on an “AS IS” and “UNDER DEVELOPMENT” basis and there is no obligation of any kind on the Company or any Company Entity to further support and/or develop the Tokens and/or the Platform following the TGE. THE COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE TOKENS OR PLATFORM, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

26. the Purchaser has not relied on any representations or warranties made by the Company outside of this Agreement, including, without limitation, conversations of any kind, whether through oral or electronic communication, or the Information Materials.

27. THE PURCHASER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY TOKENS AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY THE COMPANY OR ANY OTHER PERSON, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE TOKENS.

28. the Purchaser has no right or claim pursuant to this Agreement against any Company Entity other than in the event of the Company’s breach of this Agreement.

29. the Purchaser waives any right it has now or may obtain in the future to participate in a class action lawsuit or a class wide arbitration against any Company Entity.

30. the Purchaser will comply with all applicable tax and tax reporting obligations in the Purchaser’s jurisdiction arising from this Agreement and the holding of Tokens.

31. the Purchaser bears sole responsibility for any taxes as a result of the matters and transactions the subject of this Agreement, and any future acquisition, ownership, use, sale or other disposition of Tokens held by the Purchaser.

32. to the fullest extent permitted by applicable Law, the Purchaser does hereby indemnify, defend and hold the Company Entities harmless from and against any and all loss, penalty, claim, damage, liability or expense whatsoever (including reasonable attorneys’ fees and disbursements) with respect to any taxes (other than any net income taxes of the Company that result from the issuance or transfer of Tokens to the Purchaser pursuant to Clause 3(b) of this Agreement) associated with or arising from the Purchaser’s purchase of Tokens hereunder, or the use or ownership of Tokens.

33. the Company Entities retain all right, title and interest in all of their intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulas, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon.

34. The Purchaser has no right to claim as a holder of Tokens any intellectual property rights, functionality or equivalent rights or any other form of participation in, or relating to, the Platform and/or anything in relation to the Company Entities.

35. the Purchase Amount is not derived from or related to any unlawful activities, including, without limitation, money laundering or terrorist financing, and that the Purchaser shall not use the Tokens to finance, engage in, or otherwise support any unlawful activities, and all payments shall be made only in the Purchaser’s name from a digital wallet or bank account not located in a restricted territory identified in Schedule 2 of this Agreement, as may be amended by the Company from time to time. Any breach of this Item (jj) of this Schedule 5 or failure to comply with this Item (jj) of this Schedule 5 (determined at the sole and absolute discretion of the Company) shall give the Company the right to refuse (i) any application made by the Purchaser for Tokens, and (ii) the transfer, or further transfer, of any Tokens to the Purchaser.

36. no payment or other transfer of value, to the Company from or on behalf of the Company, and no payment or other transfer of value to the Company from or on behalf of the Company, shall cause the Company to be in violation of applicable U.S. federal or state or non-U.S. laws or regulations, including, without limitation, anti-money laundering, economic sanctions, anti-bribery or anti-boycott laws or regulations, the Patriot Act, or the various statutes, regulations and executive orders administered by OFAC (“OFAC Regulations”).

37. no payment or other transfer of value to the Company from or on behalf of the Purchaser, is or will be derived from, pledged for the benefit of, or related in any way to, (i) the government of any country designated by the U.S. Secretary of State or other Governmental Authority as a country supporting international terrorism, (ii) property that is blocked under any OFAC Regulations or that would be blocked under OFAC Regulations if it were in the custody of a U.S. national, (iii) Persons to whom U.S. nationals cannot lawfully export services, or with whom U.S. nationals cannot lawfully engage in transactions under OFAC Regulations, (iv) the government of any country that has been designated as a non-cooperative country or designated by the U.S. Secretary of the Treasury or other Governmental Authority as a money laundering jurisdiction or (v) directly or indirectly, any illegal activities. The Purchaser acknowledges that Money Laundering Laws may require the Company to collect documentation verifying the identity and the source of funds used to acquire the Tokens before, and from time to time after, the date of this Agreement.

38. all payments or other transfer of value to the Company from the Purchaser will be made through an account (or virtual currency public address whose associated balance, either directly or indirectly, has been funded by such an account) located in a jurisdiction that does not appear on the list of boycotted countries published by the U.S. Department of Treasury pursuant to § 999(a)(3) of the Code as in effect at the time of the payment or other transfer of value. In the event that the Purchaser is, receives deposits from, makes payments to or conducts transactions relating to a non-U.S. banking institution (a “Non-U.S. Bank”) in connection with the acquisition of the Tokens, the Non-U.S. Bank: (i) has a fixed address, other than an electronic address or a post office box, in a country in which it is authorised to conduct banking activities, (ii) employs one or more individuals on a full-time basis, (iii) maintains operating records related to its banking activities, (iv) is subject to inspection by the banking authority that licensed it to conduct banking activities and (v) does not provide banking services to any other Non-U.S. Bank that does not have a physical presence in any country and that is not a registered affiliate.

39. the Company may run any check or inquiry with any third party providers and the Purchaser waives any privacy or other rights in connection therewith and acknowledge that any breach of this representation by the Purchaser shall entitle the Company to terminate this Agreement with immediate effect, including, without limitation, and in addition to any other action the Company may take, the restriction of access to the Tokens and/or the Platform.

40. the Purchaser shall promptly respond and fully collaborate with all requests made by the Company in connection with its, or third parties’, ‘know your client/customer’, tax reporting and anti-money laundering policies and that any breach or failure to comply with this Item (oo) of this Schedule 5 (determined at the sole and absolute discretion of the Company) shall give the Company the right refuse any application by the Purchaser.

41. the use of the Tokens, the development of the Platform by its owner and the Company’s operations may cease in one or more jurisdictions in the event that the actions of any Governmental Authority or changes of Laws make it unlawful or commercially undesirable to continue to do so.

42. although the Tokens may be tradeable, they are not, and in no case may be understood, deemed, interpreted or construed to be or to be representative of, any kind of (i) currency, legal tender, means of payment, money or deposit, whether fiat or otherwise, nor any substitute for such currency, legal tender, money or deposit; (ii) investment (whether secured or unsecured), equity interest, proprietary interest, economic right (including any kind of right to payment, income, dividend, profit, or other return, or any sums to be paid, or likely to be paid, out of such), share or similar interest in or claim against any Person, asset, entity, organisation, scheme, venture or project (including the Company or any other Company Entity); (iii) equity, debt or hybrid instrument, security, collective investment scheme, managed fund, financial derivative, futures contract, deposit, commercial paper, negotiable instrument, investment contract, note, bond, warrant, certificate or instrument entitling the holder to interest, dividends or any kind of return, nor any other financial instrument; (iv) right, title, interest or benefit whatsoever in whole or in part, in the Company or any other Company Entity or any assets related to them, other than the right to use the Tokens as a means to enable usage of, and interaction with and within, the Platform if successfully completed and deployed; or (v) any commodity that any Person is obliged to redeem or purchase.

43. any Token terms and conditions, as issued by the Company from time to time (the “Token Terms and Conditions”) shall apply with respect to the Tokens transferred hereunder and that in the event of any inconsistency between this Agreement and the Token Terms and Conditions, this Agreement shall prevail to the extent of any such inconsistency.

44. the Token Terms and Conditions may be varied at any time by the Company in its sole and absolute discretion and that all such variations that are notified to the Purchaser by the Company in writing shall apply as if expressly incorporated into this Agreement, the necessary changes having been made.

45. the Purchaser’s participation pursuant to this Agreement is distinct from a sale of Tokens by the Company governed only by the Token Terms and Conditions insofar as certain provisions of the Token Terms and Conditions may be amended as specified herein, but otherwise all other provisions of the Token Terms and Conditions apply to the Purchaser as a buyer of Tokens.

46. the Company and/or any third party service provider selected by the Company may provide the Purchaser (or the Purchaser’s designated agents) statements, reports, and all other communications relating to (A) the Company; (B) the Purchaser’s entry in this Agreement; and (C) the Purchaser’s acquisition of the Tokens (collectively, the “Company Information”), in electronic form, such as through a file attached to an email sent to the email address provided by the Purchaser or over a private internet site in lieu of or in addition to sending such Company Information as hard copies via facsimile or mail. If the Company Information is made available over the internet, the Purchaser may be notified of its availability through an email sent to the email address provided by the Purchaser. The Purchaser agrees that all Company Information provided to the Purchaser via email notification or website will be deemed to have been good and effective delivery to the Purchaser when sent or posted, regardless of whether the Purchaser actually or timely receives or accesses such Company Information. Email messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted or interfered with without the knowledge of the sender or the intended recipient. Each of the Company and any third party service provider reserves the right to intercept, monitor and retain emails messages to and from its systems to the fullest extent permitted by applicable Law. The Company’s entry into this Agreement is conditioned on the Purchaser’s consent to electronic delivery of Company Information. The Purchaser agrees that it is solely responsible for notifying the Company in writing of any change in the Purchaser’s email address and that the Company may not seek to verify or confirm the Purchaser’s email address as provided.

47. it is bound by any affirmation, assent or agreement that the Purchaser (or any of the Purchaser’s designated agents) transmits to the Company or its Affiliates by computer or other electronic device, including internet, telephonic and wireless devices.

48. when the Purchaser (or any of the Purchaser’s designated agents) clicks on an “I Agree,” “I Consent,” or other similarly worded button or entry field whereby my mouse, keystroke or other device, the Purchaser’s agreement or consent will be legally binding and enforceable against the Purchaser and will be the legal equivalent of the Purchaser’s (or any of the Purchaser’s designated agents) handwritten signature on an agreement that is printed on paper.

49. this Agreement is in all respects intended by each party hereto to be deemed and construed to have been jointly prepared by the parties and the parties hereby expressly agree that any uncertainty or ambiguity existing herein shall not be interpreted against either of them.

50. no corporate action, legal proceeding or other procedure or step has been taken in relation to (i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Purchaser; (ii) a composition, compromise, assignment or arrangement with any creditor of the Purchaser for the reason of avoiding financial difficulty; (iii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of the Purchaser or any of its assets or (iv) enforcement of any security over any assets of the Purchaser, or any analogous procedure or step is taken in any jurisdiction in relation to any of the foregoing has been taken or, to the knowledge of the Purchaser, threatened in relation to the Purchaser.

51. no expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset or assets of the Purchaser which is not frivolous or vexatious and is not discharged within 15 days has been taken or, to the knowledge of the Purchaser, threatened in relation to the Purchaser.

52. none of the following apply to the Purchaser (i) the Purchaser is unable or admits inability to pay its debts as they fall due; (ii) the Purchaser is deemed to, or is declared to, be unable to pay its debts under applicable Law; (iii) the Purchaser suspends or threatens to suspend making payments on all or a material part of its debts; (iv) the Purchaser by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling all or a material part of its indebtedness or (v) a moratorium is declared in respect of any indebtedness of the Purchaser.

53. the Purchaser understands and agrees that the Tokens are limited recourse obligations of the Company payable solely from the proceeds of the available Assets, and following realisation of such Assets and application of the proceeds thereof (if any), all obligations of and any claims against the Company hereunder or in connection therewith after such realisation will be extinguished and will not thereafter revive.

WITH RESPECT TO THE INFORMATION MATERIALS, THE PLATFORM, THIS AGREEMENT AND THE TOKENS, THE COMPANY SPECIFICALLY DOES NOT REPRESENT AND WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT TOKENS OR THE PLATFORM ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE TOKENS OR THE PLATFORM WILL BE CORRECTED. THE COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT TOKENS OR THE DELIVERY MECHANISM THE FOR TOKENS IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE REPRESENTATIONS AND WARRANTIES OF THE PURCHASER CONTAINED IN THIS AGREEMENT AND ANY OTHER INSTRUMENT PROVIDED BY THE PURCHASER TO THE COMPANY IN CONNECTION HEREWITH ARE TRUE, ACCURATE AND NOT MISLEADING AS OF THE DATE OF THIS AGREEMENT OR SUCH INSTRUMENT, AS RELEVANT, AND SHALL BE DEEMED TO HAVE REAFFIRMED ON ALL SUCH OTHER DATES AS THE PURCHASER CONTINUES TO HOLD ANY TOKENS.

PURCHASER ACKNOWLEDGES AND AGREES THAT IT MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PURCHASING, HOLDING, EXCHANGING, SELLING, STAKING, TRANSFERRING OR OTHERWISE USING THE TOKENS IN ANY WAY. PURCHASER HEREBY REPRESENTS THAT (A) IT HAS CONSULTED WITH A TAX ADVISER THAT IT DEEMS ADVISABLE IN CONNECTION WITH ANY USE OF THE TOKENS, OR THAT IT HAS HAD THE OPPORTUNITY TO OBTAIN TAX ADVICE BUT HAVE CHOSEN NOT TO DO SO, (B) THE COMPANY HAS NOT PROVIDED PURCHASER WITH ANY TAX ADVICE, AND (C) PURCHASER AGREES TO BE FULLY RESPONSIBLE FOR ANY TAXES RESULTING FROM ANY PURCHASE, HOLDING, EXCHANGE, SALE, STAKING, TRANSFER OR OTHER USE OF THE TOKENS.

SCHEDULE 6

RISK DISCLOSURES: CERTAIN RISK FACTORS

AN INVESTMENT IN A SAFT INVOLVES A HIGH DEGREE OF RISK. PROSPECTIVE PURCHASERS SHOULD CONSIDER CAREFULLY THE RISKS DESCRIBED HEREIN, TOGETHER WITH ALL OF THE OTHER INFORMATION CONTAINED IN THIS AGREEMENT AND THE INFORMATION MATERIALS BEFORE MAKING AN INVESTMENT DECISION. THE FOLLOWING RISKS ENTAIL CIRCUMSTANCES UNDER WHICH, THE BUSINESS, FINANCIAL CONDITION, RESULTS OR OPERATIONS AND PROSPECTS OF THE COMPANY GROUP COULD SUFFER. THE FOLLOWING IS NOT AN EXHAUSTIVE LIST AND DOES NOT NECESSARILY REFLECT THE RELATIVE IMPORTANCE OF THE VARIOUS RISK FACTORS. THE COMPANY DOES NOT OWN, OPERATE OR CONTROL THE PLATFORM OR THE PLATFORM OPERATOR.

OTHERWISE THAN AS EXPRESSLY SET OUT HEREIN, THE COMPANY SPECIFICALLY DOES NOT REPRESENT AND WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE INFORMATION MATERIALS, THE PLATFORM AND THE TOKENS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT TOKENS OR THE PLATFORM ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE TOKENS OR THE PLATFORM WILL BE CORRECTED. THE COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT TOKENS, THE PLATFORM OR THE DELIVERY MECHANISM FOR THE TOKENS IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

A significant amount of further work is required in order for the Company to generate the Tokens and for the Platform Operator to implement the Platform and much of that work is subject to regulatory approval and otherwise reliant on the input or consent of other persons not under the control of the Company or, as relevant, the Platform Operator. The success of the Tokens and the Platform is reliant upon the Company, the Platform Operator and their respective Affiliates (i) securing (as relevant) regulatory approval for the creation of the Tokens; (ii) securing regulatory approval (as relevant) for the launch of the Platform; (iii) raising sufficient resources to fund the ongoing development of the Tokens and the Platform; and (iv) complying with ongoing funding, reserve and/or regulatory requirements (as relevant) related to the proposed creation and operation of the Tokens and the Platform (collectively, the “Regulatory and Funding Requirements”).

There is a significant risk that the Tokens and the Platform do not develop as envisaged herein. The Information Materials reflect the Company’s current intention with respect to the development of the Tokens and the Platform, including as to such matters as the scale and scope of the envisaged activities, the jurisdictions in which the various operations will be based, the jurisdictions in which they may operate and the jurisdictions in which their customers are based. The Company, in the sole and absolute discretion of the Board of Directors, reserves the right to modify, extend, reduce, eliminate, add and/or substitute the scale, scope, business lines, operations and any other characteristics of the Tokens and the Platform in order to address any actual or perceived commercial, legal, regulatory or other matters that the Board of Directors, in its sole and absolute discretion, considers relevant at any time.

The Company may issue Tokens even if there are material changes to the scale, scope, business lines, operations and any other characteristics of the Tokens and/or the Platform or if the Company or its Affiliates have not satisfied (or are unlikely to satisfy) any Regulatory and Funding Requirements or any other regulatory, commercial or legal requirements with respect to the Tokens and/or the Platform.No promises of future performance or value are or will be made with 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 or profit.

The Company is developing the Tokens to be used with respect to the Platform. Upon the occurrence of the TGE, the Company will procure that the Platform Operator will accept their duly presented Tokens in exchange for privileges and other benefits related to such Tokens from time to time on the Platform.

The precise terms of the privileges and other benefits of the Tokens will be determined by the Platform Operator in its sole and absolute discretion from time to time. Such privileges and benefits will initially be determined by the Platform Operator on or around the occurrence of the TGE and may be amended thereafter by the Platform Operator at any time and without notice to, or consent from, any holder of Tokens, or the Company, in the sole and absolute discretion of the Platform Operator. Any such determination or amendment shall not be a breach of the terms of the SAFTs or the Tokens.

Nothing herein prevents new cryptographic tokens that are interoperable with the Platform from being developed and distributed in the future. Where so created, the precise terms of the privileges and other benefits of these distinct tokens will be determined by the Platform Operator in its sole and absolute discretion from time to time.

The Platform, while not owned, operated, developed or otherwise controlled by the Company, is in beta stage, which means that the Platform and all related software are experimental. The Platform is provided on an “as is” and “as available” basis, without any representation or warranty of any kind, either expressed or implied, including, without limitation, any representations or warranties that the Platform is free of defects, vulnerabilities, merchantable, fit for a particular purpose or non-infringing. Any use of the Platform shall be at your own risk. In no event shall the Company, any of its Affiliates or the owner of the Platform be held liable in connection with or for any claims, losses, damages or other liabilities, whether in contract, tort or otherwise, arising out of or in connection with the Platform or its operation or use or be under any obligation to support, develop or otherwise maintain or promote the use of the Platform or the integration of the Tokens into the Platform.

While the Tokens are available only to purchasers that are not Prohibited Persons (which therefore excludes sales to U.S. Persons) there is the possibility that Tokens could be acquired over time or following changes in the regulatory landscape by Persons in other jurisdictions currently restricted from acquiring Tokens and, accordingly, the risk factors set out below may include certain risk factors specific to certain jurisdictions even though the Company will not at present make the Tokens available at this time to Persons from such jurisdictions.

BY PARTICIPATING IN ANY ACQUISITION OF TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME ALL RISKS RELATED THERETO INCLUDING (WITHOUT LIMITATION) THE RISKS SET OUT BELOW.

1. No guarantee that Tokens will be released: The Company is issuing the SAFTs in part to facilitate the ongoing development of the Tokens. Many factors could influence the success of the Company in developing the Tokens, some of which are out of the Company’s control, and there can be no guarantee that the Company will ultimately be successful in deploying and delivering the Tokens. The Company may change its plans for issuing the Tokens for a variety of reasons, including a change in business plan, technological challenges, lack of perceived demand, or other reasons. Finally, if the Company ceases operations, agrees to assign its assets and liabilities to a third party for the benefit of creditors in the case of insolvency, or engages in a liquidation or winding up, it may never issue the Tokens. If the TGE does not occur or for other reasons the Company does not issue the Tokens as planned, investors will not receive some or all of their Tokens. The Company has sole discretion to determine when, or if, the TGE occurs.
2. No guarantee on when or if the TGE will occur: There are no guarantees as to the timing (if ever) of the TGE or the release of the Platform, each of which is dependent on many factors, including many outside the Company’s control. If the TGE does not occur by the Deadline Date then the SAFTs will terminate in accordance with the provisions set out in each SAFT.
3. Reliance on one or more Developers: The Company may enter into one or more services agreements pursuant to which one or more software developers (each a “Developer”) will provide services with respect to the Company’s development and sale of the Tokens. As consideration for each such Developer providing those services, the Company may agree to issue the Developer with a significant number of Tokens. The Director of the Company believes that the provisions of each such Software Development Agreement will reflect commercial arms-length dealings between the Company and each such Developer although there is a material risk that the Tokens are never created, or are never suitably integrated into the Platform, in the event that the Company is unable to retain suitable Developers for an ongoing period of time.
4. Risk of Losing Access to Tokens Due to Wallet Incompatibility: Your cryptocurrency wallet must possess technical infrastructure that is compatible with the receipt, storage and transfer of the Tokens. Non-compatible wallet addresses will not be accepted. In addition, your wallet address must not be associated with a third party exchange or service that has custody over the private key. You must own the private key if your address is an exchange address. The Company reserves the right to prescribe additional conditions relating to specific wallet requirements at any time, acting in its sole discretion.
5. Risks Associated with the Blockchain Protocols: Any malfunction, breakdown, abandonment, unintended function, unexpected functioning of or attack on the protocol upon which the Tokens are issued may have an adverse effect on the Tokens, including causing them to malfunction or function in an unexpected or unintended manner.
6. Risks Associated with Your Credentials: Any third party that gains access to or learns of your wallet login credentials or private keys may be able to dispose of your Tokens. To minimise this risk, you should guard against unauthorised access to your electronic devices. Best practices dictate that you safely store private keys in one or more backup locations geographically separated from the working location. In addition, you are responsible for giving us the correct wallet address to which to send your Tokens. If you give us the incorrect address to which to send your Tokens, we are not responsible for any loss of Tokens that may occur.
7. Risk of Unfavourable Regulatory Action in One or More Jurisdictions:

1. Blockchain technologies and cryptographic tokens have been the subject of scrutiny by various regulatory bodies around the world. Blockchain technology allows new forms of interaction and it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology based applications, which regulations may be contrary to the current setup of the Platform or its smart contract system and, therefore, may result in substantial modifications to the Platform and such smart contract systems, including its termination and the loss of Tokens.
2. The regulatory status of cryptographic tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory authorities may apply existing regulation with respect to such technology and its applications, including specifically (but without limitation to) the Platform and Tokens. It is likewise difficult to predict how or whether any legislative or regulatory authorities may implement changes to law and regulation affecting distributed ledger technology and its applications, including specifically (but without limitation to) the Platform and Tokens. Regulatory actions could negatively impact the Platform and Tokens in various ways, including, for purposes of illustration only, through a determination that Tokens are a regulated financial instrument that requires registration, licensing or restriction. The Company may cease operations in a jurisdiction if regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. The functioning of the Platform and the Tokens could be impacted by any regulatory inquiries or actions, including restrictions on the use, sale or possession of digital tokens like the Tokens, which restrictions could impede, limit or end the development of the Platform and increase legal costs.
3. The cryptocurrency exchange market, the token listing and trading market, initial coin offerings, and by extension the Platform, is subject to a variety of federal, state and international laws and regulations, including those with respect to “know you customer” and “anti-money laundering” and customer due diligence procedures, privacy and data protection, consumer protection, data security, and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting the Platform could be enacted, which could impact the utility of the Tokens in the Platform. Additionally, users of the Platform are subject to or may be adversely affected by industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable Laws, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact the Platform and the Tokens, including the utility of Tokens with respect to the Platform.
4. The Company and/or the Platform Operator may need to obtain approvals from one or more Governmental Authorities and there is a risk that securing such approvals may delay or prevent the TGE, the development of the Platform and/or the Company’s ability to issue the Tokens.

8. Ambiguities and Risks under U.S. and other international Laws: The legal classification of virtual assets, such as the Tokens, under various U.S. and other jurisdictions’ laws, including foreign exchange control laws, securities laws, payment systems laws, and tax laws, is uncertain and subject to interpretation. U.S. and other countries’ regulators may take a view which could lead to legal proceedings and penalties being initiated against the Company, its Affiliates, users of the Platform and/or holders of Tokens. U.S. and/or other tax authorities may also seek to tax the income of the Company or its Affiliates significantly beyond what the Company or its Affiliates believe they are legally obligated to pay (such as, for instance, if the Company is deemed to be a U.S. resident entity for tax purposes). Certain types of transactions using Tokens on the Platform or otherwise, can be interpreted as being in violation of U.S. or other foreign law and you, or other future holders of Tokens, may be held liable for such violations, civil or criminal. You, and other future holders of Tokens, should seek legal advice before transacting using Tokens. There is also a possibility that dealing with cryptocurrencies may become illegal in the United States or other countries, which could significantly affect the adoption of Tokens and the success of the Platform.
9. Risk of Alternative, Unofficial Platforms: Following the issue of the Tokens and the continued development of the Platform, it is possible that alternative applications or platforms could be established, which use the same or similar open source code and protocol underlying the Platform. The Tokens may have no intrinsic value with respect to such alternative applications. The Platform may compete with these alternative, unofficial token-based applications, which could potentially negatively impact the Platform and the Tokens.
10. Token Generation Risk and Risk of Insufficient Interest in the Platform: There are no guarantees as to the timing of the Tokens being generated or the release of the Platform, each of which is dependent on many factors, including many outside the Company’s control. The Platform may not be owned, operated or controlled by the Company. Further, it is possible that the Platform will not be used by a large number of businesses, individuals, and other organisations and that there will be limited public interest in the Platform. Such a lack of interest could negatively impact the Tokens and the Platform.
11. Diverse Use of Digital Assets; Decreased Adoption.As a new asset and technological innovation, the digital asset industry is subject to a high degree of uncertainty and digital assets are used by market participants for various purposes. Tokens created and disseminated with respect to the Platform may be intended to be used in connection with a specific service or product developed by the Platform. However, there is no guarantee that holders of Tokens will continue to use Tokens for such purposes or that any Token will maintain its value in the long term. A lack of expansion, or a decrease, in usage of the Token could adversely impact the short-term or long-term value of the Token.
12. No Operating History: The Company has no operating history and will be operating in an evolving industry that may not develop as expected. A significant amount of further work is required in order to create the Tokens by the Company and implement the Platform by the Platform Operator and much of that work is reliant on the input or consent of other Persons not under the control of the Company. Assessing the business and future prospects of the Company and the Platform Operator is challenging in light of the risks and difficulties the Company and the Platform Operator may encounter. These risks and difficulties include, but are not limited to, their ability to:

• navigate complex and evolving regulatory and competitive environments;
• obtain the requisite regulatory and other licenses in the relevant jurisdictions;
• obtain and retain customers;
• successfully develop, maintain and update internal controls to manage compliance within an evolving and complex regulatory environment;
• effectively identify and react to market trends;
• be involved in the successful development and deployment of the Platform;
• implement new products and services;
• successfully execute the Company’s funding strategy;
• effectively compete with other companies;
• successfully navigate economic conditions and fluctuations in the market;
• effectively manage the growth of the business;
• continue to develop, maintain and scale the Platform;
• effectively use finite personnel and technology resources;
• effectively maintain and scale financial and risk management controls and procedures;
• maintain the security of technology infrastructure, and the confidentiality of the information provided and utilised therein; and
• attract, integrate and retain qualified employees and contractors.

13. Risk that the Platform, if ever Developed, Will Not Meet Expectations: The Platform presently is under continued development by the Platform Operator and may undergo significant changes. Any expectations or assumptions regarding the form and functionality of the Platform or the Tokens (including participant behaviour) held by the owner of the Platform, the Company or you may not be met, for any number of reasons, including, without limitation, mistaken assumptions or analysis, a change in the design and implementation plans, and changes in the execution of the Platform. Moreover, the Company may not be able to retain full and effective control over how other participants will use the Platform, what products or services will be offered through the Platform by third parties, or how third-party products and services will utilise Tokens (if at all). This could create the risk that the Tokens or Platform, as further developed and maintained, may not meet your expectations. Furthermore, despite our good faith efforts to assist the owner of the Platform to develop and participate in the Platform, it is still possible that the Platform will experience malfunctions or otherwise fail to be adequately maintained, which may negatively impact the Platform and Tokens, and the potential utility of the Tokens.
14. Litigation and Third-Party Claims May Adversely Affect the Development and Adoption of the Platform: From time to time, third parties may assert claims against the Company, its developers and/or its underlying technology. Regardless of the merit of any legal action or claim, any action that reduces confidence in the Company’s long-term viability or the ability of individuals to hold and transfer Tokens may adversely affect the Platform. Additionally, a meritorious claim could prevent developers from accessing the most up to date Platform code or holding or transferring their Tokens.
15. The terms and characteristics of the Tokens can change prior to the TGE: The Company is issuing the SAFTs before the Tokens are fully developed. As is normal and expected in such a development stage, the Company may be prevented from developing the Tokens in the form contemplated at the time a SAFT was executed. Accordingly, the terms and conditions of the Tokens, and how they may operate with respect to the Platform, may be substantially different at the time of the TGE.
16. A SAFT is not the same as a Token: Entering into a SAFT does not provide an investor any Tokens. It only provides investors with the right to receive Tokens pursuant to the terms described in the SAFT and Information Materials. Investors should be prepared to hold on to their SAFTs and not receive Tokens for an extended period of time.
17. The Purchase Price of the Rights was Not Established on an Independent Basis: The actual value of the Tokens may be substantially less than what you pay for the rights hereunder and may be different than the purchase price of other purchasers. The purchase price of the rights hereunder bears no relationship to the Company’s book or asset values or likelihood of repayment or to any other established criteria for valuing assets. Because the purchase price is not based upon an independent valuation, the purchase price may not be indicative of the proceeds that you would receive upon a commercial sale of the Tokens. Further, the purchase price may be significantly more than the price at which Tokens would trade if they were to be listed on an exchange or actively traded.
18. Long-term viability of cryptoassets: Cryptoassets, including those like the Tokens, are a new and relatively untested product. There is considerable uncertainty about their long-term viability, which could be affected by a variety of factors, including many market-based factors such as economic growth, inflation, and others. In addition, the success of cryptoassets (including the Tokens) will depend on the long-term utility and economic viability of blockchain and other new technologies related to cryptoassets. Due in part to these uncertainties, the price of cryptoassets are volatile and the Tokens may be hard to sell. The Company does not control any of these factors, and therefore may not be able to control the ability of the Tokens to maintain their value over time.
19. Further innovations in the cryptoasset industry may cause the Tokens to lose value: The development and acceptance of the cryptographic and algorithmic protocols governing the issuance of, and transactions in, cryptoassets is subject to a variety of factors that are difficult to evaluate and predict. The use of cryptoassets to, among other things, buy and sell goods and services is part of a new and rapidly evolving commercial practice that employs digital assets based on a computer-generated mathematical and/or cryptographic protocol. The growth of this commercial practice in general, and the use of cryptoassets in particular, is subject to a high degree of uncertainty. Factors affecting further development of the cryptoasset industry include, among other things, the continued worldwide adoption of cryptoassets; governmental and quasi-governmental regulation of cryptoassets and/or cryptoasset exchanges; changing consumer demographics, tastes and preferences; sustained development and maintenance of open-source software protocols; the popularity and availability of alternative and/or new payment services; and general economic conditions. If these factors negatively affect or impede the development of the cryptoasset industry, the value of an investor’s Investment in a SAFT or holding of Tokens may also be negatively affected.
20. Inability to Fund Development or Maintenance: The Company may not be able to fund development of the Tokens while the owner of the Platform may not be able to develop or maintain the Platform in the manner that it was intended.
21. Risks from Taxation: The tax characterisation of the Tokens is uncertain. You must seek your own tax advice in connection with acquiring and holding Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes, and tax reporting requirements.An investment pursuant to the SAFT and the purchase of Tokens pursuant thereto may result in adverse tax consequences to Investors, including withholding taxes, income taxes, and tax reporting requirements. Additionally, subsequent transactions in cryptoassets such as the Tokens may cause investors to incur tax liabilities. Further, any reward received in the form of, or through the use of, Tokens may result in additional tax liability. Each investor should consult with and must rely upon the advice of its own professional tax advisors.
22. Risk of Theft and Hacking:

1. Smart contracts, software applications and the Platform may be exposed to attacks by hackers or other individuals, groups, organisations or countries that interfere with the Platform or the availability of the Tokens in any number of ways, including denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks, or phishing, or other novel methods that may or may not be known. Any such successful attacks could result in theft or loss of Tokens, adversely impacting the ability to further develop the Platform and/or related Platforms and derive any usage or functionality from Tokens. You must take appropriate steps to satisfy yourself of the integrity and veracity of relevant websites, systems and communications. Furthermore, because the Platform is based on open-source software, there is a risk that a third party or a member of the Company’s team may intentionally or unintentionally introduce weaknesses or defects into the core infrastructure of the Platform, which could negatively affect the Platform and Tokens.
2. You acknowledge, understand and accept that if your private key or password gets lost or stolen, the Tokens associated with your wallet address may be unrecoverable and permanently lost. Additionally, any third party that gains access to your private key, including by gaining access to the login credentials relating to your wallet, may be able to misappropriate your Tokens. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store Tokens, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your Tokens, for which the Company shall have no liability.

24. Risk of Security Weaknesses in the Platform: The Platform consists, at least in part, of open source software that may be based on other open source software. There is a risk that the Company or other third parties may intentionally or unintentionally introduce weaknesses or bugs into the core infrastructural elements of the Platform interfering with the use of or causing the loss of Tokens.
25. Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography: Advances in cryptography, or technical advances such as the development of quantum computing, could present risks to cryptocurrencies and the Platform by rendering ineffective the cryptographic consensus mechanism that underpins the Platform, which could result in the theft, loss or decreased utility of the Tokens. Smart contracts, blockchain application software and blockchain platforms and protocols are still in an early development stage and relatively unproven. There is no warranty or assurance that the process for creating Tokens will be uninterrupted or error-free and there is an inherent risk that the software could contain defects, weaknesses, vulnerabilities, viruses or bugs causing, inter alia, the complete loss of contributions and/or Tokens.
26. The Rights and the Tokens Have No Market, Liquidity or Performance History: The rights acquired hereunder and the Tokens have no market, liquidity or performance history. As such, they should be evaluated on the basis that the Company or any third party’s assessment of the prospects of the Token or the Platform may not prove accurate, and that the Company, the Tokens and the Platform may not achieve its objectives, including the use and adoption of the Platform and their associated blockchain applications.
27. Risk of an Illiquid Market for Tokens: There may never be any marketplace for Tokens. There are currently no exchanges upon which the Tokens would trade. If exchanges do develop, they will likely be relatively new and subject to poorly understood regulatory oversight. They may, therefore, be more exposed to fraud and failure than established, regulated exchanges for other products and have a negative impact on the Tokens. To the extent that any third party ascribes an external exchange value to Tokens (e.g. as denominated in a crypto or fiat currency), such value may be extremely volatile and diminish to zero. If (despite your representations to us to the contrary) you are holding Tokens as a form of investment on a speculative basis or otherwise, or for a financial purpose, with the expectation or desire that their inherent, intrinsic or cash-equivalent value may increase with time, you assume all risks associated with such speculation or actions, and any errors associated therewith, and accept that the Tokens are not offered by the Company or its Affiliates on an investment basis. Holders of Tokens should be prepared to hold their Tokens indefinitely, as there is no guarantee that holders will be able to transfer, sell or exchange their tokens or otherwise redeem them as currency if adoption of the Platform is limited or unsuccessful. Further, we make no representations as to the future market price of Tokens and no representations that the price per Token determined by a future market will be equal to or higher than the purchase price of the rights hereunder.
1. Risk of Dissolution of the Platform: It is possible that, due to any number of reasons, including development issues with the Platform, the failure of business relationships, lack of public interest, lack of funding, or competing intellectual property claims, the Platform may no longer be viable as a business or otherwise and may dissolve or fail to maintain commercial or legal viability, or be abandoned. There is no assurance that you will receive any benefits through the Tokens.
1. Risk of Malfunction in the Platform: It is possible that the Platform malfunctions in an unfavourable way, including one that results in the loss of the Tokens.
1. Risk Arising from Lack of Governance Rights: Because the Tokens confer only limited governance rights with respect to the Platform; all decisions involving the Company (including to sell or liquidate the Company) will be made by the Company acting in its sole and absolute discretion, and substantially all decisions involving the Platform including, but not limited to, decisions by the Platform Operator to discontinue the Platform, will be made by the Platform Operator acting in its sole and absolute discretion. These decisions could adversely affect the Platform and/or Tokens You hold.
1. Risks Associated with Incomplete Information regarding the Tokens and the Platform: You will not have full access to all the information relevant to the Company, the Tokens and/or the Platform. Neither the Company nor the Platform Operator is required to update you on the progress of the Platform. You are responsible for making your own decision in respect of the acquisition of the Tokens. The Company does not provide you with any recommendation or advice in respect of the acquisition of the Tokens. You may not rely on the Company to provide you with complete or up to date information.
1. No Fiduciary Relationship: The holders of Tokens will not be in any fiduciary, partnership, trustee, agency or similar relationship with the Company or any of its Affiliates and will not be owed any fiduciary duty by the Company or any of its Affiliates. The holders of Tokens have no direct management, equity, voting or similar rights in the Company or any of its Affiliates. However, without limitation to the above, the Company reserves all rights with respect to pursuing any form of decentralised governance should it so determine that doing so would be in the best interests of the holders of Tokens from time to time.
1. Changes to Token and Platform for Legal Compliance: In order to seek compliance with (or to seek to mitigate the impact of) any laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders, treaties, administrative acts or decrees of any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organisation believed by the Company or its Affiliates to apply to or affect the Company or its Affiliates, the Platform or the Tokens, the Company may in its sole and absolute discretion take such steps as it considers necessary or convenient to comply with such matters including, without limitation, the termination of the Tokens and/or the Platform. In addition, the Company may take such steps as it considers necessary or convenient where it believes or suspects the Tokens may be used, trafficked or applied in the attempted furtherance of money laundering, terrorist financing, tax evasion or other unlawful activity or where it believes the Platform is no longer viable.
1. Regulation Risk: Regulation of (i) tokens (including the Tokens); (ii) cryptocurrencies (iii) blockchain technologies; and (iv) cryptocurrency exchanges is currently underdeveloped and is likely to evolve rapidly, vary significantly among international, national, federal, state and local jurisdictions and is subject to significant uncertainty. Various legislative and executive bodies in the United States, South Korea, China, Singapore, among other countries, are currently considering, or may in the future consider, laws, regulations, guidance, or other actions, which may severely impact the development and growth of the Platform, the Company and the Tokens. Other countries may adopt similar approaches. Failure by the Company or users of the Platform to comply with any laws, rules and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines. New or changing laws and regulations or interpretations of existing laws and regulations would likely have numerous material adverse consequences on the Company, the Platform and/or the Tokens. Therefore, there can be no assurance that any new or continuing regulatory scrutiny or initiatives will not have a material adverse impact on the value of the Tokens or impede the activities of the Company or the Platform.
1. Use of Proceeds. Management expects to use the net proceeds from this offering to advance further the development of the Tokens and for working capital and other general corporate purposes. Management may also use a portion of the net proceeds to acquire, license and invest in complementary products, technologies or businesses; however, the Company currently has no agreements or commitments to complete any such transaction. However, management will have broad discretion over the use of proceeds from the SAFTs, and could spend the proceeds from the SAFT offering in ways with which investors may not agree with or that do not yield a favourable return, if at all. If management does not invest or apply the proceeds of this offering in ways that benefit the Tokens, the future value and utility of investors’ Tokens may be adversely affected.
1. Representation by legal counsel: Travers Thorp Alberga (as to matters of Cayman Islands and British Virgin Islands law) currently represents the Company in connection with the SAFT offering. Travers Thorp Alberga does not represent any current or prospective investors with respect to an investment in a SAFT or the Tokens. No separate counsel has been engaged by the Company to represent any current or prospective investors with respect to an investment in a SAFT or the Tokens. Travers Thorp Alberga may be removed as counsel by the Company at any time without the consent of, or notice to, investors. In addition, Travers Thorp Alberga does not undertake on behalf of or for the benefit of investors to monitor the compliance of the Company with applicable Laws.
1. Company Retains Exclusive Rights: The Company has the exclusive right, in its sole and absolute discretion, to address and remediate any of the operational, legal or regulatory risks presented as of the date hereof or hereafter. In the exercise of such rights, it is possible that the Company may determine that the continued development of the Platform is not feasible. Accordingly, there is a material risk that the Company and its Affiliates may not successfully continue to develop, market and operate the Platform and the Tokens.
1. Risk of Abandonment / Lack of Success: The creation and issuance of the Tokens and Platform may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects). There is no assurance that, even if the Platform is partially or fully developed and launched, you will receive any benefits through the Tokens.
1. Risk Associated with Markets for Tokens: To the extent that any third parties ascribe an external exchange value to the Tokens, such value may be extremely volatile and diminish to zero. You should not enter into this Agreement or seek to acquire Tokens as an investment on a speculative basis or otherwise, or for a financial purpose, with the expectation or desire that their inherent, intrinsic or cash-equivalent value may increase with time. You assume all risks associated with such speculation or actions, and any errors associated therewith, and accept that the Tokens are not offered on an investment basis. You further acknowledge that any funds you consider to be invested in the Tokens will not be protected, guaranteed or reimbursed by any governmental, regulatory or other entity.
1. Unanticipated Risks: Cryptographic tokens are a relatively new and comparatively untested technology. In addition to the risks discussed herein, there are risks that the Company cannot anticipate. Further risks may materialise as unanticipated combinations or variations of the discussed risks or the emergence of new risks.