DISCLAIMERS

DISCLAIMERS

THIS OFFERING HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

THE OFFERING MEMORANDUM IS BEING FURNISHED ON BEHALF OF THE COMPANY SOLELY FOR USE BY THE INVESTORS IN CONNECTION WITH THEIR CONSIDERATION OF AN INVESTMENT IN THE COMPANY. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY STATEMENTS OTHER THAN AS CONTAINED IN THIS OFFERING MEMORANDUM OR IN THE SUPPLEMENTAL DATA TO BE FURNISHED OR MADE AVAILABLE BY THE COMPANY TO INVESTORS, AS MORE FULLY DESCRIBEDHEREIN AND ANY SUCH STATEMENTS, IF MADE, MUST NOT BE RELIED UPON. IF GIVEN OR MADE ANY SUCH OTHER INFORMATION OR REPRESENTATION, IT MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. IN FURNISHING THIS OFFERING MEMORANDUM, THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO PROVIDE RECIPIENTS OF THE OFFERING MEMORANDUM WITH ACCESS TO ANY ADDITIONAL INFORMATION OR TO UPDATE THIS OFFERING MEMORANDUM OR TO CORRECT ANY INACCURACIES HEREIN, WHICH MAY BECOME APPARENT.

THE INFORMATION CONTAINED IN THE OFFERING MEMORANDUM WAS CREATED BY THE COMPANY FROM ITS OWN INTERNAL RECORDS AND FROM PUBLISHED AND UNPUBLISHED SOURCES IT BELIEVES TO BE RELIABLE. NEITHER THIS OFFFERING MEMORANDUM NOR ANY SUPPLEMENTARY DATA PURPORTS TO BE INCLUSIVE, AND, ACCORDINGLY, EACH PROSPECTIVE INVESTOR IS EXPECTED TO CONDUCT ITS OWN DUE DILIGENCE. NEITHER THE COMPANY, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, ADVISORS OR AGENTS, MAKE ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF THIS OFFERING MEMORANDUM OR ANY OF ITS CONTENTS, AND NO LEGAL LIABILITY IS ASSUMED OR IS TO BE IMPLIED AGAINST ANY OF THE AFOREMENTIONED WITH RESPECT HERETO. NO INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM OR ANY OTHER WRITTEN OR ORAL COMMUNICATIONS TRANSMITTED OR MADE AVAILABLE TO A RECIPIENT OF THIS OFFERING MEMORANDUM IS, OR SHALL BE RELIED UPON AS A PROMISE OR REPRESENTATION, WHETHER AS TO THE PAST OR FUTURE, AND NO LIABILITY WILL ATTACH. IN ADDITION, ANY PROJECTIONS AND ESTIMATES CONTAINED IN THIS OFFERING MEMORANDUM INVOLVE NUMEROUS AND SIGNIFICANT SUBJECTIVE DETERMINATIONS. ACCORDINGLY, NO REPRESENTATION OR WARRANTY CAN BE OR IS MADE AS TO THE ACCURACY OR ATTAINABILITY OF SUCH ESTIMATES AND PROJECTIONS. THE COMPANY DOES NOT EXPECT TO UPDATE OR OTHERWISE REVISE THIS OFFERING MEMORANDUM OR ANY PROJECTIONS ATTACHED THERETO. SUCH PROJECTIONS HAVE BEEN PREPARED BY AND ARE THE SOLE RESPONSIBILITY OF THE COMPANY AND HAVE NOT BEEN REVIEWED OR COMPILED BY THE COMPANY’S INDEPENDENT AUDITORS.

THE COMPANY RESERVES THE RIGHT TO NEGOTIATE WITH ONE OR MORE PROSPECTIVE INVESTORS AT ANY TIME AND TO ENTER INTO A DEFINITIVE AGREEMENT FOR INVESTMENT IN THE COMPANY OR ANY OTHER TRANSACTION RELATED TO THE COMPANY WITHOUT PRIOR NOTICE TO THE RECIPIENT OR OTHER PROSPECTIVE INVESTORS. THE COMPANY RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO NEGOTIATE DISCOUNTS

FOR THE SALE OF THE COMPANY TOKENS WITH PROSPECTIVE INVESTORS, WHO MAY MAKE SIGNIFICANT INVESTMENTS IN THE COMPANY, WITHOUT PRIOR NOTICE TO OR SIMILAR OPPORTUNITY FOR ANY OTHER RECIPIENT OR PROSPECTIVE INVESTOR. ALSO, THE COMPANY RESERVES THE RIGHT TO TERMINATE, AT ANY TIME, FURTHER PARTICIPATION IN THE OFFERING BY ANY PARTY AND TO MODIFY ANY PROCEDURES WITHOUT GIVING ADVANCE NOTICE OR PROVIDING ANY REASON THEREFORE.

THE SUMMARIES IN THIS OFFERING MEMORANDUM DO NOT PURPORT TO BE COMPLETE AND ARE SUBJECT TO AND QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE ACTUAL TEXT OF THE RELEVANT DOCUMENT, COPIES OF WHICH WILL BE PROVIDED TO EACH PROSPECTIVE INVESTOR UPON REQUEST. EACH PROSPECTIVE INVESTOR SHOULD REVIEW THE SUBSCRIPTION AGREEMENT AND SUCH OTHER RELEVANT DOCUMENTS FOR COMPLETE INFORMATION CONCERNING THE RIGHTS, PRIVILEGES, AND OBLIGATIONS OF INVESTORS IN THE COMPANY. IF ANY OF THE TERMS, CONDITIONS, OR OTHER PROVISIONS OF THE SUBSCRIPTION AGREEMENT OR SUCH OTHER DOCUMENTS ARE INCONSISTENT WITH OR CONTRARY TO THE DESCRIPTIONS OR TERMS IN THIS OFFERING MEMORANDUM, THE SUBSCRIPTION AGREEMENT, OR SUCH OTHER DOCUMENTS SHALL CONTROL. THE COMPANY RESERVES THE RIGHT TO MODIFY THE TERMS OF THE OFFERING AND THE COMPANY TOKENS DESCRIBED IN THIS OFFERING MEMORANDUM, AND THE COMPANY TOKENS ARE OFFERED SUBJECT TO THE COMPANY’S ABILITY TO REJECT ANY COMMITMENT IN WHOLE OR IN PART. THE COMPANY ALSO HAS THE RIGHT AT ANY TIME, IN ITS SOLE DISCRETION, TO TERMINATE THE OFFER AND SALE OF THE COMPANY TOKENS DESCRIBED IN THIS OFFERING MEMORANDUM FOR REGULATORY REASONS OR OTHERWISE.

THE COMPANY TOKENS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, OR ANY EUROPEAN UNION OR UNITED STATES STATE BLUE SKY SECURITIES LAWS, OR THE LAWS OF ANY OTHER JURISDICTION. THE COMPANY TOKENS WILL BE OFFERED AND SOLD UNDER EXEMPTIONS UNDER THE LAWS OF THE JURISDICTIONS WHERE THE OFFERING WILL BE MADE. CONSEQUENTLY, INVESTORS WILL NOT BE AFFORDED THE PROTECTIONS OF THESE ACTS.

A PROSPECTIVE INVESTOR SHOULD THOROUGHLY REVIEW THE INFORMATION CONTAINED HEREIN, AND THE TERMS CONTAINED IN THIS OFFERING MEMORANDUM, AND CAREFULLY CONSIDER WHETHER AN INVESTMENT IN THE COMPANY TOKENS IS SUITABLE TO THE INVESTOR’S FINANCIAL SITUATION AND GOALS.

CERTAIN ECONOMIC AND MARKET INFORMATION CONTAINED HEREIN HAS BEEN OBTAINED FROM PUBLISHED SOURCES PREPARED BY OTHER PARTIES. WHILE SUCH SOURCES ARE BELIEVED TO BE RELIABLE, THE COMPANYDOES NOT ASSUME ANY RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. NEITHER DELIVERY OF THIS OFFERING MEMORANDUM NOR ANY STATEMENT HEREIN SHOULD BE TAKEN TO IMPLY THAT ANY INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE BY THE COMPANY AS TO THE REASONABLENESS OR ACCURACY OF THE PROJECTIONS OR ESTIMATES OR MILESTONES AND, AS A RESULT, SUCH PROJECTIONS, ESTIMATES, AND MILESTONES SHOULD BE VIEWED SOLELY AS AN ORDERLY REPRESENTATION OF ESTIMATED RESULTS IF UNDERLYING ASSUMPTIONS ARE REALIZED. INVESTORS SHOULD SUBJECT THE PROJECTIONS, ESTIMATES, AND MILESTONES TO REVIEW BY THEIR OWN PROFESSIONAL ADVISERS. PROSPECTIVE INVESTORS SHOULD BEAR IN MIND THAT PAST PERFORMANCE, IF ANY, IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS, AND THERE CAN BE NO ASSURANCE THAT THE COMPANY WILL ACHIEVE COMPARABLE RESULTS.

PROSPECTIVE INVESTORS SHOULD MAKE THEIR OWN INVESTIGATIONS AND EVALUATIONS OF THE COMPANY, INCLUDING THE MERITS AND RISKS INVOLVED IN AN INVESTMENT THEREIN. PRIOR TO ANY INVESTMENT, THE COMPANY WILL GIVE INVESTORS THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS AND ADDITIONAL INFORMATION FROM IT CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING AND OTHER RELEVANT MATTERS TO THE EXTENT THE COMPANY POSSESSES THE SAME OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE.

THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE COMPANY TOKENS IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL, STATE, OR FOREIGN REGULATORY AUTHORITY (INCLUDING ANY EUROPEAN UNION AUTHORITY, CANADIAN SECURITIES ADMINISTRATION, THE MONETARY AUTHORITY OF SINGAPORE, CAYMAN ISLANDS MONETARY AUTHORITY, THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION, NEW ZEALAND FINANCIAL MARKET AUTHORITY, GIBRALTAR FINANCIAL SERVICES COMMISSION, SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY, SECURITIES & FUTURES COMMISSION OF HONG KONG, ISRAEL SECURITIES AUTHORITY, OR SECURITIES AND EXCHANGE SURVEILLANCE COMMISSION OF JAPAN) HAS APPROVED THE OFFERING, THIS OFFERING MEMORANDUM AND/OR AN INVESTMENT IN THE COMPANY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS OFFERING MEMORANDUM, NOR IS IT INTENDED THAT THE FOREGOING AUTHORITIES WILL DO SO. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NOTE ON FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS OFFERING MEMORANDUM CONSTITUTE FORWARD- LOOKING STATEMENTS. WHEN USED IN THIS OFFERING MEMORANDUM, THE WORDS “MAY,” “WILL,” “SHOULD,” “PROJECT,” “ANTICIPATE,” “BELIEVE,” “ESTIMATE,” “INTEND,”

“EXPECT,” “CONTINUE,” AND SIMILAR EXPRESSIONS OR THE NEGATIVES THEREOF ARE GENERALLY INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS, INCLUDING THE INTENDED ACTIONS AND PERFORMANCE OBJECTIVES OF THE COMPANY, INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER IMPORTANT FACTORS THAT COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE, OR ACHIEVEMENTS OF THE COMPANY TO DIFFER MATERIALLY FROM ANY FUTURE RESULTS, PERFORMANCE, OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. NO REPRESENTATION OR WARRANTY IS MADE AS TO FUTURE PERFORMANCE OR SUCH FORWARD-LOOKING STATEMENTS. ALL FORWARD- LOOKING STATEMENTS IN THIS OFFERING MEMORANDUM SPEAK ONLY AS OF THE DATE HEREOF. THE COMPANY EXPRESSLY DISCLAIM ANY OBLIGATION OR UNDERTAKING TO DISSEMINATE ANY UPDATES OR REVISIONS TO ANY FORWARD- LOOKING STATEMENT CONTAINED HEREIN TO REFLECT ANY CHANGE IN ITS EXPECTATION WITH REGARD THERETO OR ANY CHANGE IN EVENTS, CONDITIONS, OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS BASED. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THIS OFFERING MEMORANDUM AS INVESTMENT, LEGAL, TAX, REGULATORY, FINANCIAL, ACCOUNTING, OR OTHER ADVICE, AND THIS OFFERING MEMORANDUM IS NOT INTENDED TO PROVIDE THE SOLE BASIS FOR ANY EVALUATION OF AN INVESTMENT IN THE COMPANY TOKENS. PRIOR TO ACQUIRING THE COMPANY TOKENS, A PROSPECTIVE INVESTOR SHOULD CONSULT WITH ITS OWN LEGAL, INVESTMENT, TAX, ACCOUNTING, AND OTHER ADVISORS TO DETERMINE THE POTENTIAL BENEFITS, BURDENS, AND OTHER CONSEQUENCES OF SUCH INVESTMENT.

IN ADDITION TO THE OTHER RISKS DESCRIBED ELSEWHERE IN THIS OFFERING MEMORANDUM, IMPORTANT FACTORS TO CONSIDER IN EVALUATING THE FORWARD- LOOKING STATEMENTS INCLUDE: (I) CHANGES IN EXTERNAL COMPETITIVE MARKET FACTORS WHICH MIGHT IMPACT TRENDS IN THE COMPANY’S RESULTS OF OPERATIONS; (II) CHANGES IN WORKING CAPITAL AND OTHER CASH REQUIREMENTS; (III) GENERAL CHANGES IN THE INDUSTRY IN WHICH THE COMPANY COMPETES; (IV) FAILURE TO OBTAIN FROM THIRD-PARTY PAYERS ADEQUATE PAYMENT FOR OUR PRODUCTS; AND (V) VARIOUS OTHER COMPETITIVE OR REGULATORY FACTORS THAT MAY PREVENT THE COMPANY FROM COMPETING SUCCESSFULLY IN THE MARKETPLACE. IN LIGHT OF THESE RISKS AND UNCERTAINTIES, ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS OFFERING MEMORANDUM.

INVESTING IN THE COMPANY TOKENS INVOLVES RISKS. PROSPECTIVE INVESTORS SHOULD REFER TO THE “RISK FACTORS” DISCLOSURE CONTAINED IN THIS OFFERING MEMORANDUM FOR ADDITIONAL INFORMATION CONCERNING THESE RISKS.

CERTAIN NOTICES

THIS OFFERING MEMORANDUM CONTAINS INFORMATION REGARDING THE OPPORTUNITY TO PURCHASE THE COMPANY TOKENS, IN THE FORM OF DIGITAL TOKENS. PROSPECTIVE INVESTORS SHOULD NOTE THAT AN INVESTMENT IN THE COMPANY SHALL ENTITLE THEM TO A BENEFICIAL INTEREST IN THE COMPANY.

TOKEN HOLDERS.

THIS OFFERING MEMORANDUM IS TO BE USED BY THE PERSON SOLELY IN CONNECTION WITH THE CONSIDERATION OF THE PURCHASE OF THE COMPANY TOKENS DESCRIBED HEREIN. ALL RECIPIENTS AGREE THAT THEY WILL USE THIS OFFERING MEMORANDUM FOR THE SOLE PURPOSE OF EVALUATING A POSSIBLE INVESTMENT IN THE COMPANY TOKENS. ACCEPTANCE OF THIS OFFERING MEMORANDUM BY PROSPECTIVE INVESTORS CONSTITUTES AN AGREEMENT TO BE BOUND BY THE FOREGOING TERMS.

PROSPECTIVE INVESTORS SHOULD INFORM THEMSELVES AS TO THE LEGAL REQUIREMENTS AND TAX CONSEQUENCES WITHIN THE COUNTRIES OF THEIR CITIZENSHIP, RESIDENCE, DOMICILE, AND PLACE OF BUSINESS WITH RESPECT TO THE ACQUISITION, HOLDING, OR DISPOSAL OF THE COMPANY TOKENS, AND ANY FOREIGN EXCHANGE RESTRICTIONS THAT MAY BE RELEVANT THERE TO THE DISTRIBUTION OF THIS OFFERING MEMORANDUM AND THE OFFER AND SALE OF THE COMPANY TOKENS IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. IN COMPLIANCE WITH U.S. AND INTERNATIONAL TRADE LAWS, PROSPECTIVE PURCHASERS LOCATED IN, UNDER THE CONTROL OF, OR A NATIONAL OR RESIDENT OF ANY RESTRICTED LOCATION OR COUNTRY TO WHICH THE UNITED STATES HAS EMBARGOED GOODS OR SERVICES (INCLUDING IRAN, NORTH KOREA, SUDAN, SYRIA, AND THE CRIMEA REGION OF THE UKRAINE), ARE PROHIBITED FROM PARTICIPATING IN THE OFFERING. THE COMPANY TOKENS WILL NOT BE OFFERED IN RESTRICTED/PROHIBITED JURISDICTIONS INCLUDING, BUT NOT LIMITED TO, CUBA, IRAN, NORTH KOREA, SOMALIA, LIBYA, LEBANON, CHINA, SOUTH KOREA, MACAU, SUDAN, SYRIA, AND THE CRIMEA REGION OF THE UKRAINE.

STATEMENTS IN THIS OFFERING MEMORANDUM REGARDING THE COMPANY’S INVESTMENT FOCUS, TARGETS, AND SIZE OF EXPECTED TRANSACTIONS, SPECIFIC OR GENERAL STRATEGIES AND SIMILAR STATEMENTS ARE NOT LIMITATIONS, AND THE GOVERNING DOCUMENTS OF THE COMPANY WILL PROVIDE FLEXIBILITY TO INVEST OUTSIDE OF THE PARAMETERS AND TERMS DESCRIBED HEREIN.

STATEMENTS CONTAINED HEREIN THAT ARE ATTRIBUTABLE TO THE COMPANY, OR OTHER PERSONNEL ARE NOT MADE IN ANY PERSON'S INDIVIDUAL CAPACITY, BUT RATHER BY THE COMPANY.

STATEMENTS CONTAINED IN THIS OFFERING MEMORANDUM THAT ARE NOT HISTORICAL FACTS ARE BASED ON CURRENT EXPECTATIONS, ESTIMATES, PROJECTIONS, OPINIONS, AND/OR BELIEFS OF THE COMPANY. SUCH STATEMENTS ARE NOT FACTS AND INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER FACTORS. PROSPECTIVE INVESTORS SHOULD NOT RELY ON THESE STATEMENTS AS IF THEY WERE FACT.

THE COMPANY DOES NOT HOLD ITSELF TO BE A BANK AS DEFINED UNDER THE BANKING ACT OF 1933 OR ANY OTHER APPLICABLE LAW OR REGULATION IN THE UNITED STATES OR ANY OTHER JURISDICTIONS. NOTHING MENTIONED IN THIS OFFERING MEMORANDUM OR ANY OTHER DOCUMENT ISSUED BY THE COMPANY IN RELATION TO THIS OFFERING OR ITS BUSINESS SHALL BE CONSTRUED TO MEAN THAT THE COMPANY IS A BANK UNDER THE BANKING ACT OF 1933 OR ANY OTHER APPLICABLE LAW IN THE UNITED STATES OR ANY OTHER JURISDICTION.

OFFER IN RELIANCE ON THE EXEMPTION PURSUANT TO REGULATION D AND REGULATION S OF THE SECURITIES ACT

THE OFFER OF THE COMPANY TOKENS IN THE UNITED STATES IS BEING MADE PURSUANT TO RULE 506(C) OF REGULATION D OF THE SECURITIES ACT AND PARTICIPATION IN THE OFFERING IS LIMITED TO (I) INSIDE THE UNITED STATES TO “ACCREDITED INVESTORS” (AS DEFINED UNDER THE SECURITIES ACT, RULE 506 OF REGULATION D AND IN EXHIBIT A OF THIS OFFERING) CONSIDERED “A SAFE HARBOR" FOR THE PRIVATE OFFERING EXEMPTION OF SECTION 4(A)(2) OF THE SECURITIES ACT AS AMENDED AND (II) NON-U.S. PERSONS (AS DEFINED IN SECTION 902 OF REGULATION S UNDER THE SECURITIES ACT) IN AN OFFSHORE TRANSACTION IN RELIANCE ON REGULATION S OF THE SECURITIES ACT.

TRANSFER/RESALE RESTRICTIONS

THE COMPANY TOKENS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, AND MAY NOT BE TRANSFERRED OR RESOLD, EXCEPT (A) IF THE HOLDER IS A U.S. PERSON, UNTIL THE LOCK-UP PERIOD ELAPSES, AND, AFTER THE LOCK-UP PERIOD, SUBJECT TO APPLICABLE LAW, SUCH HOLDER SHALL NOT TRANSFER OR SELL THEIR THE COMPANY TOKENS TO ANY U.S. PERSON UNLESS THEY SELL ALL OF THEIR THE COMPANY TOKENS TO A SINGLE U.S. PERSON; (B) IF THE HOLDER IS A NON-U.S. PERSON, TO OTHER NON-U.S. PERSONS OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT AND THAT DOES NOT INVOLVE ANY U.S. PERSONS AS PURCHASERS OR AS ULTIMATE BENEFICIAL OWNERS OF THE COMPANY TOKENS (WHETHER DIRECTLY OR INDIRECTLY); OR (C) TO THE COMPANY OR ANY SUBSIDIARY THEREOF AND, IN EACH CASE, AS PERMITTED UNDER APPLICABLE LAWS AND REGULATIONS OR PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. ANY TRANSFERS MENTIONED IN (A) AND (B) SHALL BE SUBJECT TO APPROVAL BY AND REGISTRATION WITH THE COMPANY AND SUBMISSION OF ALL DOCUMENTS AS REASONABLY REQUESTED BY THE COMPANY AT THE TIME OF SUCH TRANSFER. IN THE EVENT ANY THE COMPANY TOKENS ARE TRANSFERRED IN VIOLATION OF THE ABOVE RESTRICTIONS AND/OR THE COMPANY’S CONSTITUTION AND/OR ANY APPLICABLE LAW, THE COMPANY RESERVES THE RIGHT TO REDEEM THE COMPANY TOKENS AT ZERO (0) PRICE FROM THE COMPANY TOKEN HOLDERS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. SEE "TRANSFER RESTRICTIONS" AND "NOTICE TO INVESTORS." FURTHERMORE, IN THE EVENT OF A “REDEMPTION” AS MENTIONED IN THIS OFFERING MEMORANDUM, A MAXIMUM OF NINETY-NINE (99) U.S. PERSONS WILL BE REDEEMED.

ANTI-MONEY LAUNDERING AND ANTI-TERRORIST FINANCING

AS PART OF THE COMPANY’S RESPONSIBILITY TO COMPLY WITH REGULATIONS AIMED AT THE PREVENTION OF MONEY LAUNDERING AND TERRORIST FINANCING AND ASSOCIATED INCREASED REGULATORY REQUIREMENTS WITH RESPECT TO THE SOURCES OF FUNDS USED IN INVESTMENTS AND OTHER ACTIVITIES, THE COMPANY MAY REQUIRE PROSPECTIVE INVESTORS TO PROVIDE DOCUMENTATION VERIFYING, AMONG OTHER THINGS, SUCH INVESTORS’ AND ANY OF THEIR BENEFICIAL OWNERS’ IDENTITIES AND SOURCE AND USE OF FUNDS USED TO PURCHASE ANY INTEREST IN THE COMPANY EITHER AT THE TIME OF THIS OFFERING OR ANY TIME AFTER COMPLETION OF THISOFFERING.

THE COMPANY RESERVES THE RIGHT TO REQUEST SUCH IDENTIFICATION EVIDENCE IN RESPECT TO A TRANSFEREE OF THE COMPANY TOKENS. IN THE EVENT OF DELAY OR FAILURE BY A SUBSCRIBER OR TRANSFEREE TO PRODUCE ANY INFORMATION REQUIRED FOR VERIFICATION PURPOSES, THE COMPANY MAY (I) IN THE CASE OF A SUBSCRIPTION, REFUSE TO ACCEPT OR DELAY THE ACCEPTANCE OF ANY SUBSCRIPTION, (II) IN THE CASE OF A TRANSFER OF THE COMPANY TOKENS, REFUSE TO REGISTER THE RELEVANT TRANSFER OF THE COMPANY TOKENS, (III) IN THE CASE OF A CAPITAL CONTRIBUTION FOR THE COMPANY TOKENS, REFUSE TO ALLOT THE COMPANYK TOKENS SUBSCRIBED FOR, IN WHICH EVENT CONTRIBUTION MONIES WILL BE RETURNED WITHOUT INTEREST TO THE ACCOUNT FROM WHICH SUCH MONIES WERE ORIGINALLY DEBITED, OR (IV) CAUSE THE WITHDRAWAL OF ANY SUCH THE COMPANY TOKENS. THE COMPANY ALSO RESERVES THE RIGHT TO REFUSE TO MAKE ANY WITHDRAWAL PAYMENT OR DISTRIBUTION TO AN INVESTOR, IF THE COMPANY SUSPECTS OR IS ADVISED THAT THE PAYMENT OF ANY WITHDRAWAL OR DISTRIBUTION MONIES TO SUCH INVESTOR MIGHT RESULT IN A BREACH OR VIOLATION OF ANY APPLICABLE ANTI-MONEY LAUNDERING OR ANTI- TERRORIST FINANCING LAWS.

REQUESTS FOR DOCUMENTATION AND ADDITIONAL INFORMATION MAY BE MADE AT ANY TIME DURING WHICH AN INVESTOR HOLDS AN INTEREST IN THE COMPANY. THE COMPANY WILL TAKE SUCH STEPS AS IT DETERMINES ARE NECESSARY TO COMPLY WITH APPLICABLE LAWS, REGULATIONS, ORDERS, DIRECTIVES, OR SPECIAL MEASURES TO IMPLEMENT ANTI MONEY LAUNDERING AND ANTI- TERRORISM LAWS.

BY PURCHASING THE COMPANY TOKENS, A POTENTIAL INVESTOR CONSENTS TO THE DISCLOSURE BY THE COMPANY OF ANY INFORMATION ABOUT THEM TO REGULATORS AND OTHERS UPON REQUEST IN CONNECTION WITH MONEY LAUNDERING TERRORIST FINANCING, AND SIMILAR MATTERS IN ALL APPLICABLE JURISDICTIONS.

THE PROVISIONS SET OUT HEREIN ARE WITHOUT PREJUDICE TO THE PROVISIONS RELATING TO ANTI-MONEY LAUNDERING CONTAINED IN ANY THE COMPANY SUBSCRIPTION AGREEMENT WHICH AN INVESTOR SHALL SIGN IN CONNECTION WITH ITS SUBSCRIPTION TO THE COMPANY TOKENS, EACH OF WHICH INVESTORS WILL BE BOUND BY.

DISCLOSURE OF INFORMATION TO REGULATORY AUTHORITIES

THE COMPANY MAY BE COMPELLED TO PROVIDE INFORMATION, SUBJECT TO A REQUEST FOR INFORMATION MADE BY A REGULATORY OR GOVERNMENTAL AUTHORITY OR AGENCY UNDER APPLICABLE LAW (E.G., BY A MONETARY AUTHORITY, EITHER FOR ITSELF OR FOR A RECOGNIZED OVERSEAS REGULATORY AUTHORITY, UNDER THE MONETARY AUTHORITY LAW (AS REVISED) OR BY A TAX AUTHORITY OR REPORTING OF SAVINGS INCOME INFORMATION (EUROPEAN UNION) LAW (AS REVISED) AND ASSOCIATED REGULATIONS, AGREEMENTS, ARRANGEMENTS, AND MEMORANDA OF UNDERSTANDING). DISCLOSURE OF CONFIDENTIAL INFORMATION UNDER SUCH LAWS SHALL NOT BE REGARDED AS A BREACH OF ANY DUTY OF CONFIDENTIALITY AND, IN CERTAIN CIRCUMSTANCES, THE COMPANY MAY BE PROHIBITED FROM DISCLOSING THAT THE REQUEST HAS BEEN MADE.

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