DISCLAIMERS
INVETORS 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 DISCLAIMS 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. INVETORS 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 INVETOR 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
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Offering Memorandum