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CoinList Risk Factors

Exhibit B: Risk Factors​

These Risk Factors (these "Risk Factors") are provided as a supplement to the T&Cs for your purchase of Tokens issued by the Company. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the T&Cs.

The Company does not recommend that any particular purchaser purchase Tokens. Each purchaser is responsible for determining whether the Tokens they may receive based on the T&Cs are appropriate investments for that purchaser.

These Risk Factors focus on the following types of risks related to the T&Cs:

  • Part I: Risks Associated with the Tokens
  • Part II: Risks Associated with the Token Sale
  • Part III: Risks Associated with the Platform and Related Technology
  • Part IV: Risks Associated with the Company and its Business
  • Part V: Regulatory and Other Legal Risks

I. Risks Associated with the Tokens​

You may suffer a total and complete loss of the aggregate purchase price you pay for the Tokens.

The purchase of Tokens is extremely risky and is not an appropriate investment for every purchaser eligible to participate. The Company does not warrant the T&Cs's suitability for any particular purchaser. The purchase of Tokens is suitable only for sophisticated purchasers (i) of substantial means who have no immediate need for liquidity in the amount purchase, (ii) that fully understand, and are willing to assume and have the financial resources necessary to withstand, the risks involved in purchasing the Tokens under the T&Cs and (iii) that can bear the potential loss of all of their aggregate purchase price of Tokens. There is no assurance as to whether your purchase of Tokens under this T&Cs will be profitable. Any purchase of Tokens may result in a loss of all or part of a purchaser's purchase price. Therefore, you should not participate unless you are able to bear a total and complete loss of your aggregate purchase price of the Tokens. You should ask the Company questions about the T&Cs and should not participate until you have received answers that are satisfactory to you.

The purchase price of the Tokens may not reflect the value of the Tokens.

There is no guarantee that the purchase price per Token (the "Purchase Price") reflects, or will reflect, the actual value of the Tokens at any time, including without limitation when they are distributed to you and/or when and if they are freely tradable. The actual value will be determined by a wide range of factors, many of which are outside the Company's control. The Purchase Price may be significantly above the actual value at any given time.

Your Tokens may never increase in value, and may decrease in value.

There is no guarantee that the Tokens will hold their value or increase in value, and you may lose the amount of any payment for the Tokens in whole or in part. There can be no assurance that any you will achieve your purchase objective or avoid substantial losses by investing in Tokens. Instruments like this T&Cs entail a high degree of risk. You should execute an T&Cs only if able to withstand a total loss of your aggregate purchase price for the Tokens.

You may never be able to sell your Tokens at an acceptable price, or you may never be able to sell your Tokens at all.

There is no guarantee that a market for purchasing Tokens will ever develop. Even if a market for purchasing Tokens develops, there is no guarantee that there will continue to be a market for purchasing Tokens. Even if there is a market for purchasing Tokens at a time that you wish to sell some or all of your Tokens, there is no guarantee that the market will bear a price for Tokens that you find satisfactory.

Tokens purchased under the T&Cs are subject to significant restrictions on transferability, which may limit or eliminate your ability to sell your Tokens for an acceptable price, or to sell your Tokens at all.

All of the Tokens purchased pursuant to the T&Cs will be subject to two separate restrictions on transferability (each, a "Lockup"). Under the first Lockup, all Tokens purchased pursuant to the T&Cs, and all rights in those Tokens, will be non-transferable in any and all manners whatsoever - and therefore not able to be sold - until at least June 1, 2023; thereafter, Tokens will be released from the first Lockup linearly through time, on a Ethereum block-by-block basis, through the [6/18]-month anniversary of June 1, 2023, at which time all of the Tokens will have been released from the first Lockup. Under the second Lockup, all Tokens purchased pursuant to the T&Cs, and all rights in those tokens, will be non-transferable in any and all manners whatsoever - and therefore not able to be sold - until the holders of a majority of the outstanding $ONDO tokens vote to release all of the $ONDO tokens from the second Lockup.

Therefore, the Tokens, and the rights in the Tokens, will be non-transferable in any and all manners whatsoever - and therefore not able to be sold - until released from both the first Lockup and the second Lockup. There is no guarantee that any Tokens will ever be released from the second Lockup. In addition, even if Tokens are released from both the first Lockup and the second Lockup, there is no guarantee that there will be a market for the Tokens, or that the Tokens will have any value, at the time of their release or at any time thereafter. Even if there is a market for Tokens after their release from both the first Lockup and second Lockup, there is no guarantee that you will be able to sell your Tokens at a price you find satisfactory.

Tokens may fluctuate in value relative to other cryptoassets, dollars and/or other currency.

The volatility and unpredictability of the price of cryptoassets, including the Tokens, relative to fiat and other currency may result in significant loss over a short period of time. In addition, the value of the Tokens may be derived from the continued willingness of market participants to exchange fiat and other currency for the Tokens, which may result in the potential for permanent and total loss of value of the Tokens should the market for them disappear.

Fluctuations in Token value are anticipated over time. After delivery, the value of the Tokens may be determined based on current pricing on secondary markets. There is, however, no guarantee that any secondary market(s) will develop. In the absence of such pricing, the price of the Tokens may be limited to what a buyer is willing to pay in a privately negotiated, arms-length transaction. The Company is under no obligation to provide any Token valuations to Purchasers in the T&Css.

The Tokens may not maintain a stable value over time.

The Tokens are a type of cryptoasset that represents a speculative purchase or investment decision, and that involves a high degree of risk. Cryptoassets, such as the Tokens, are relatively new products and technologies that have not been widely adopted. A significant portion of the demand for cryptoassets is generated by speculators and purchasers seeking to profit from the short- or long-term holding of cryptoassets. The relative lack of adoption of cryptoassets may result in increased volatility.

Prices of the cryptoassets, including those like the Tokens, have fluctuated widely for a variety of reasons and may continue to experience significant price fluctuations. Several factors may affect the price of the Tokens, including, without limitation:

  • total cryptoassets in existence;
  • global cryptoasset supply and demand;
  • purchasers' expectations with respect to the rate of inflation of fiat currencies;
  • fiat currency and cryptoasset exchange rates;
  • interest rates;
  • fiat currency withdrawal and deposit policies of the cryptoasset exchanges;
  • trade volume and liquidity on cryptoasset exchanges;
  • interruptions, suspensions, or terminations of major cryptoasset exchanges;
  • cyber theft of cryptoassets from online cryptoasset wallet providers, or news of such theft from such providers, or theft from individual cryptoasset wallets;
  • investment and trading activities of hedge funds and other large cryptoasset Purchasers;
  • sovereign monetary policies, trade restrictions, and inflation controls;
  • availability and popularity of businesses that provide cryptoasset-related services;
  • regulatory measures that affect the usability of cryptoassets as a form of legal tender and/or otherwise restrict or facilitate cryptoasset purchases, sales, or holdings;
  • development and maintenance of open-source software protocols for cryptoasset networks, applications or platforms; and
  • domestic and foreign political, economic, and financial events and/or uncertainty.

If cryptoasset markets continue to be subject to high volatility, you may experience losses based on your purchase of the Tokens. Even if you are able to hold the Tokens for long, potentially indefinite periods, the Tokens may never generate a profit. Additionally, you should be aware that there is no assurance that the Tokens will maintain their long-term value.

Cryptoasset prices may be artificially inflated in a speculative "bubble".

The market prices of Bitcoin, Ether, and certain other cryptoassets have been subject to extreme fluctuations and recently have appreciated rapidly. Some market participants believe that there is a cryptoasset speculative bubble that could burst, leading to a dramatic fall in prices. If a collapse occurs, the value of the Tokens held by a purchaser would also fall.

The Tokens are not legal tender in any jurisdiction, and are not backed by any government.

The Tokens are not legal tender in any jurisdiction and are not backed by any government. Accounts and value balances for the Tokens are not subject to any government-backed or government-sponsored insurance programs or to any government guarantees, are not backed by any government in any manner whatsoever.

The Company will not maintain any insurance supporting the value of the Tokens.

The Company does not plan to maintain any type of insurance, bond or trust account designed to protect holders of the Tokens, and the Company does not intend to secure the Tokens with any other assets. Even if the Company did secure the Tokens with insurance, or a bond or trust account or other assets, such actions may not be sufficient to cover all losses incurred by you and/or other purchasers.

The supply of $ONDO tokens may increase in the future.

The initial total supply of $ONDO tokens is ten billion tokens (10,000,000,000). However, it is possible for that number to be increased in the future by the vote of the holders of a majority of $ONDO tokens.

You will not receive any rights to as a shareholder, member or beneficiary of the Company or its affiliates, as either a Purchaser or Token holder.

Neither the T&Cs nor the Tokens will give holders any rights as a shareholder, member or beneficiary of the Company or any affiliates of the Company, including, without limitation, any rights with respect to ownership, voting, distributions, dividends, redemption of Tokens, liquidation or winding up of the Company or any affiliates of the Company, or other financial or legal rights.

Holders of $ONDO tokens will only have rights (i) to control a limited set of parameters used by the smart contracts constituting the Platform and (ii) to administer role-based access control for the Platform, including adding new roles with responsibilities over aspects of the Platform and modifying the administrators of roles (collectively, "Ondo Governance"). However, there is no guarantee that the votes from the holders of $ONDO tokens as a group will agree with the preferences of any individual purchaser, including you. Decisions may be made that are contrary to your preferences.

You will not receive any rights to the Company's or its affiliates' profits or revenues, or to the Platform's profits or revenues, as a Purchaser or Token holder.

Neither the T&Cs nor the Tokens will give holders any rights to any of the profits or revenues of the Company, any affiliates of the Company, the Platform, or any user of the Platform.

You will not receive any rights to any intellectual property owned by the Company or its affiliates, as either a Purchaser or Token holder.

Neither the T&Cs nor the Tokens will give holders any rights to any of the intellectual property owned by the Company or any affiliates of the Company.

The Company or its affiliates could create cryptoassets or blockchain-based platforms that are similar to the Tokens or Platform, which could affect the value of the Tokens.

The Company and its affiliates will have the ability to create additional cryptoassets and blockchain-based technologies. These other cryptoassets and technologies may share certain characteristics with the Tokens and the Platform, respectively, and they may compete directly or indirectly with the Tokens or Platform, respectively. As a result, they could negatively affect the value of the Tokens. They could also potentially replace some or all of then-current usage of the Tokens, which would affect their value.

Third parties could create cryptoassets or blockchain-based platforms that are similar to the Tokens or Platform, which could affect the value of the Tokens.

Third parties will have the ability to create additional cryptoassets and blockchain-based technologies. These other cryptoassets and technologies may share certain characteristics with the Tokens and the Platform, respectively, and they may compete directly or indirectly with the Tokens or Platform, respectively. As a result, they could negatively affect the value of the Tokens. They could also potentially replace some or all of then-current usage of the Tokens, which would affect their value.

Third parties can at any time "fork" the software that creates the Tokens (that is, use the software to create a new version of the Tokens) in a way that changes the rules associated with the Tokens, or "fork" the software for the Platform in a way that changes the rules associated with the Platform. A person who forks the Tokens or Platform could subsequently garner support from the Platform for the changes made. If this occurs, it could negatively affect the value of the Tokens.

II. Risks Associated with the Token Sale​

The Company is not selling all Tokens in the Token Sale on the same terms.

Terms in another purchaser's agreement to purchase Tokens may be more favorable than the terms of your T&Cs. The Company is under no obligation to amend your T&Cs based on agreements executed with the Company on different terms, or to notify you of any alternative terms, including any that may be more favorable for certain purchasers.

You do not have any protection if the Company offers to issue or Tokens in the future on different terms than those of your T&Cs.

The Company may engage in one or more additional offerings of Tokens in the future. The terms applicable to the issuance or sale of Tokens in such future offerings may be different than the terms of your T&Cs. The Company is under no obligation to amend your T&Cs based on subsequent agreements executed with the Company on different terms, or to notify you of any alternative terms, including any that may be more favorable for certain purchasers.

Other Token purchasers may have the opportunity to purchase Tokens on better terms than those in your T&Cs.

In addition to this T&Cs and Token Sale, the Company may also distribute the Tokens through the following mechanisms, each of which could result in both (i) a decrease in the value of the Tokens and (ii) certain recipients or purchasers receiving more advantageous terms:

  • Additional T&Cs - The Company may sell Tokens pursuant to other agreements in other offerings of $ONDO tokens.
  • Sales and Giveaways to Employees and Other Service Providers - The Company anticipates providing Tokens as a form of compensation to employees and other services provides, either for free or for a reduced price, to incentivize activities that support the growth of the Company.
  • Incentives to Platform Users and Developers - The Company plans to reserve a certain amount of Tokens for users of the Platform. It is anticipated that these Tokens will be distributed for free or at a substantial discount.

Some of these sales and distributions have occurred or may occur for free or at a substantial discount to the amount paid by you under the T&Cs and/or may result in other terms that are more advantageous to certain purchasers and recipients.

In addition, the Company may sponsor other types of offerings or distributions of the Tokens in the future. These methods of distribution may further dilute the value of the Tokens or be offered on more advantageous terms.

The Company may issue or sell additional $ONDO tokens, which may dilute the value of your Tokens.

The Company may issue or sell additional $ONDO tokens in the future. These additional issuances or sales would reduce your Token's share of the total number of outstanding $ONDO tokens, which would reduce the relative power that your Tokens have in Ondo Governance, and could dilute the value of your Tokens.

There may be little or no demand to purchase Tokens in the Token Sale, which may lead to changes in the Company's business strategy or operational plans.

It is possible that there will be minimal to no demand to purchase Tokens in the Token Sale. In such an event, the short-term and long-term viability of the Tokens and the Platform may be in doubt, which may lead the Company to terminate the Tokens or its support of the Tokens and/or cease or modify its business strategy and/or operational plans. Any of these decisions could negatively affect the value of the Tokens

The tax consequences of entering into the T&Cs and acquiring the Tokens are uncertain.

The tax characterization of the T&Cs and the Tokens is uncertain, and you must seek your own tax advice in connection with entering into the T&Cs and purchasing Tokens. Entering into the T&Cs and purchasing Tokens thereunder may result in adverse tax consequences to your, including withholding taxes, income taxes, and tax reporting requirements. Additionally, subsequent transactions in cryptoassets such as the Tokens may cause you to incur tax liabilities. Further, any reward received in the form of, or through the use of, Tokens may result in additional tax liability. You should consult with and must rely upon the advice of its own professional tax advisors with respect to the tax consequences of your entering into the T&Cs and purchasing Tokens.

By entering into the T&Cs and consummating the related transactions, you are vulnerable tosocial engineering, phishing emails, man-in-the-middle, phone hijacking, ransomware, denial of service, hacking, and other cyberattacks.

The nature of cryptoassets, such as the Tokens, may lead to an increased risk of fraud or cyberattack. Hackers or other malicious groups or organizations may attempt to interfere with your purchase of Tokens using virtual currency in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, spoofing, social engineering, phishing emails, man-in-the-middle, phone hijacking, and ransomware. If you own significant sums of cryptoassets (such as Tokens), you may also be a target for "kidnapping" of the cryptoassets for ransom.

You are responsible for educating yourself on protecting your personally identifiable information and on cybersecurity best practices. While the Company will take all steps that are commercially reasonable and customary to prevent or mitigate the impact of cyberattacks, there can be no guarantee that the Company will be successful in preventing all cyberattacks on its systems.

The success of the Platform relies on participation and adoption by users. Therefore, the Platform may not succeed and the value of the Tokens may decrease.

The size of the Platform's user base is critical to its success. The performance of the Platform will be significantly determined by its ability to add, retain and engage active users on the Platform, including decentralized autonomous organizations with large treasuries that provide liquidity to the Platform's vaults. Even if the Platform achieves higher market penetration rates, the active user growth rate may decline over time as the size of the Platform's active user base increases.

If persons do not perceive the Platform as useful, reliable, and trustworthy, the Platform will not attract or retain users or otherwise maintain or increase the frequency and duration of their engagement.

One or more of the following factors could potentially negatively affect user retention, growth, and engagement levels, including:

  • developers increasingly engage with competing blockchains;
  • users' perception of the Platform's quality or usefulness;
  • the Platform's users fail to introduce new and improved Platform vaults, other Platform products, or other new functionalities;
  • new and improved Platform vaults, other Platform products, or other new functionalities are not favorably received;
  • users' concerns relating to the privacy, sharing, safety and security of information contained or user activities on the Platform;
  • changes in legislation, rules and regulations, including potential regulatory actions or proceedings taken against the operators of the Platform;
  • delays in allowing users to access the Platform in a rapid and reliable manner or other technical disruptions or adverse changes in the Platform that adversely affect user experience; and
  • the Company, its affiliates, the Platform or other companies in the crypto industry are the subject of adverse media reports or other negative publicity.

If the Platform's user base and user engagement does not increase, the Platform's future growth potential may be adversely affected. Users may not accept the Platform, its incentive structure, or its use of the Tokens as a replacement for or in addition to existing protocols available in the marketplace. If the market stops developing, develops more slowly than expected, or becomes saturated with competitors, or if the Platform does not achieve or sustain acceptance by the marketplace, the value of the Tokens would be materially adversely affected.

The value of the Tokens will be affected by the success of the Platform.

Because the Tokens are intended for use with the Platform, a failure of the Platform to increasingly engage users would negatively affect the value of the Tokens. There is no guarantee that the Platform will become successful in the marketplace, and, therefore, the value of the Tokens may decrease.

The Platform is vulnerable to risks, both foreseen and unforeseen, arising from the new and untested nature of cryptoasset technology.

Both the Platform and the Tokens are fundamentally reliant on a blockchain technology to function. Blockchain technology in general, and cryptoasset technology in particular, remain relatively new, untested, and evolving technologies. For example, cryptoassets use new methods of authenticating transactions using cryptography across distributed network nodes, which eliminate the need for a central clearing-house, and use differing methods of incentivizing this authentication by the use of "mining" or transaction fees. As such, the further development and future viability of cryptoassets in general or the Tokens in particular is generally uncertain, and practical and ideological challenges, both known and unknown, may prevent their wider adoption.

The Platform or the Tokens may contain undetected errors, bugs, or vulnerabilities.

The Platform and the Tokens generally rely on and incorporate software that is highly technical and complex, and which depend on the ability of such software to store, retrieve, process, and manage immense amounts of data. This software has and may now or in the future contain undetected errors, bugs, or vulnerabilities. It is possible that the Company will not detect errors in the Platform, the Tokens or the underlying technologies until after code has been released for external or internal use. Any errors, bugs, vulnerabilities, or other design defects discovered in the Platform's or Tokens' code after release may result in a negative experience for persons who use the Platform or the Tokens, including purchasers in the Token Sale. Any errors, bugs, or defects discovered in the Platform or the Tokens could result in damage to the Company's reputation, or liability for damages, any of which could result in significant declines in the value of the Tokens.

The Platform, the Tokens and the Company are susceptible to cybersecurity risks.

The Platform, the Tokens and the Company are each subject to various significant cybersecurity risks. The nature of cryptoassets may lead to an increased risk of fraud or cyberattack. Hackers or other malicious groups or organizations may attempt to interfere with the Platform the Tokens, or the Company in a variety of ways, including, but not limited to, viruses, malware attacks, denial-of-service attacks, consensus-based attacks, Sybil attacks, smurfing, spoofing, social engineering, phishing emails, man-in-the-middle, phone hijacking, and ransomware.

The Platform or Tokens may be interrupted in the event of a cyber-attack attack or other malicious activity. Because attackers can use a variety of hardware and software that may interface with the Platform, there is risk that the Platform or Tokens may become unavailable or interrupted based on a failure of interoperability or an inability to integrate these third-party systems and devices that the Company does not control. The risks that the Platform or Tokens may face interruptions, and the Platform or Tokens may face additional security vulnerabilities, could adversely affect the Platform or Tokens and therefore the future value and utility of the Tokens.

Although it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security, and availability of the Company, the Platform or the Tokens may harm the Company's reputation, its ability to retain existing users and attract new users, and its results of operations.

Non-malicious disruptions to the Company, the Platform or the Tokens could impact the value of the Tokens.

The digital nature of the Platform and Tokens means that any technological difficulties experienced by the Company, the Platform or the Tokens could negatively impact the usability of the Platform or the Tokens. While the Company will take all steps that are reasonable and customary to prevent or mitigate the impact of disruptions to the Platform and the Tokens, there can be no guarantee that the Company will be successful in preventing all such disruptions.

The Platform and the Tokens are susceptible to attacks on the underlying blockchain.

The Platform, on which the Tokens operate, is built on the Ethereum blockchain. As with other decentralized cryptographic tokens, the Tokens are susceptible to attacks by miners in the course of validating Token transactions on the Platform's underlying blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the Tokens and the Platform, including, but not limited to, accurate execution and recording of transactions involving the Tokens.

Certain functionalities of the Tokens may not be immediately available upon receipt.

Upon receipt of the Tokens, you will have the opportunity to participate in Ondo Governance. However, certain potential functionalities of the Tokens, such as use of Tokens for staking on the Protocol, may not be available on the Protocol at the time the Tokens are acquired. Additionally, upon issuance, the Tokens will be subject to two Lockups. While Tokens are subject to any Lockups, those Tokens will not be freely transferable.

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, incentivize and engage in transactions 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 these practices 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 your Tokens may also be negatively affected.

Cryptoassets like the Tokens may not have long-term viability.

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 is 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.

In addition, advances in cryptography or technical advances such as the development of quantum computing could present risks to the viability of cryptoassets and the Platform by undermining or vitiating its cryptographic consensus mechanism.

If you lose your private keys to your public address at which your Tokens are held, your Tokens will be permanently lost.

Once the Tokens are distributed, your Token balance is associated with the public key address that you have provided, which is in turn associated with your corresponding private key(s). You are responsible for knowing your private key(s) and keeping it a secret. Because a private key, or a combination of private keys, is necessary to control and dispose of the Tokens stored in your digital wallet or vault, the loss of one or more of the private keys associated with your digital wallet or vault storing the Tokens will result in the loss of your Tokens. Moreover, any third party that gains access to one or more of your private keys, including by gaining access to login credentials of a hosted wallet service that you use, may be able to misappropriate your Tokens. The Company and its affiliates will never ask you for her, his or its private keys, and you should never share them with someone that you do not know and trust.

If you accidentally spend virtual currency or Tokens, or are misled into spending virtual currency or Tokens, you will permanently lose your virtual currency or Tokens.

Transactions in virtual currency or in the Tokens may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer or a theft of cryptoassets, such as the Tokens, generally will not be reversible. If a party is able to hack your account and initiate a transaction, you may not be capable of receiving compensation for any such transfer or theft. If there is an error and a transaction occurs with the wrong account, to the extent that the Company is unable to seek a corrective transaction with such third party or is incapable of identifying the third party which has received the Tokens through error or theft, the Company will be unable to revert or otherwise recover incorrectly transferred Tokens. To the extent that the Company is unable to seek redress for such error or theft, such loss could adversely affect your purchase of Tokens.

You are solely responsible for providing the Company with accurate information with respect to your digital wallet for the receipt of the Tokens. If information provided by you proves incorrect, and as a result, the Tokens are not delivered to you, the Company will not have any liability to you.

IV. Risks Associated with the Company and its Business​

The Company and its affiliates (the "Company Group") are newly formed entities and have no operating history or employees. The Company Group does not have the expertise necessary to support, maintain or operate the Platform, and relies on third parties to do so.

The Company Group is newly formed and has no operating history on which prospective you may base an evaluation of likely performance. The Company Group does not have the in-house expertise necessary to support, maintain or operate the Platform because it has no employees. While the Company Group maintains a contract with the company that developed the Platform to support, maintain and operate the Platform, that contract may terminate within one year. If the Company Group cannot renew or renegotiate the contract, or find an alternative vendor to support, maintain and operate the Protocol, the Company Group would no longer be able to support, maintain or operate the Protocol, the Protocol's operation may cease or be adversely affected, and the value of the Tokens may decrease as a result.

The Company Group's management ("Management") does not have experience successfully operating other businesses utilizing cryptoassets and distributed ledger technology.

The Tokens and the Platform represent a new business venture for Management. Further,cryptoassets such as the Tokens are a new and untested technology. As a result, Management may not be able to develop or implement a successful business strategy or operational plan, and the value of the Tokens may suffer.

The Company Group may be unable to attract the employees and/or vendors whose services are necessary for the Company Group to successfully run its business.

In addition, the Company operates at the conjunction of several highly competitive industries, including software development and cryptoassets, and its ability to compete in these industries, depends upon its ability to attract, motivate, train, and retain highly qualified managerial and development personnel, or to contract with third parties who can do so. Competition for skilled personnel is intense and the turnover rate can be high, which may limit the Company's ability to hire and retain highly qualified personnel on acceptable terms or at all, or contract with third parties who can do so. To induce valuable employees to remain at the Company, or to induce the capable third parties to contract with the Company, the Company may opt to use Tokens as a form of compensation; however, the value of the Tokens may fluctuate significantly due to factors that are within or beyond the Company's control and which are described further in these Risk Factors. For these and other reasons, valuable employees may leave the Company, or vendors may opt to not continue to do business with the Company, due to more lucrative offers from other companies. All of the foregoing could adversely affect the future value and utility of any Tokens that you hold.

The Company and the Platform face significant competition.

The Platform enables users to bundle and un-bundle "decentralized finance" products into new products that suit users' needs. A multitude of other decentralized finance aggregation protocols have been in existence for a longer period of time than the Platform and have achieved substantial adoption in the crypto community. If the Platform is not able to engage users of these other protocols, or prevent users of the Platform from switching to use of these other protocols, then the value of the Tokens may suffer. Additionally, many other companies are attempting to develop decentralized finance protocols that improve upon existing technology, including the Platform. To the extent that any of these companies develop a product that is superior to the Platform, the value of the Tokens may suffer.

The Platform's software is open source and therefore creates increase opportunities for competition.

The Platform's software is available for anyone to freely use and copy under a permissive open source license. Therefore, the Company does not and will not have exclusive rights to the Platform's technology. The Platform could be copied at any time or used in another protocol. Consequently, the Company may have limited abilities to protect the intellectual property of the Platform, or to prevent competitors from exploiting this intellectual property.

Regulatory changes may affect the value of Tokens.

Regulation of cryptoassets in all worldwide jurisdictions is in its early stages of development and is subject to unpredictable changes which may have an adverse impact on the Platform and the Tokens. The regulatory status of cryptoassets remains unclear or unsettled in many jurisdictions. Legislative and regulatory changes or actions in any country or jurisdiction thereof at the may adversely affect the use, transfer, exchange, and value of cryptoassets. These legislative and regulatory changes or actions are difficult to predict and may adversely impact the Tokens, the blockchain technology underlying the Tokens, the Company, and the Platform.

As cryptoassets have grown in popularity and market size, legislators and regulators have begun to develop laws and regulations and have, at times, released interpretive guidance governing the cryptoasset industry. Both legislators and regulators have expressed concerns that cryptoassets can be used by criminals to evade taxes and launder money. To the extent that future actions by legislators and/or regulators impose restrictions or limitations on the asset market, the demand for the Tokens is likely to be reduced. In addition, such actions may limit the ability of purchasers to convert Tokens into fiat currency, which is likely to result in a reduction of demand and, in turn, a decline in the value of the Tokens.

Additional or changing regulations could also limit the use of cryptoassets on various cryptoasset platforms. Such reductions in use could decrease or remove the value of the functionality achieved on those platforms and cause a substantial decrease of the value of those cryptoassets and demand for Tokens and the Platform.

Various jurisdictions may adopt laws, regulations, or directives that address the cryptoasset market and participants in such market. Any such laws, regulations, or directives may (i) conflict with those of other jurisdictions, (ii) negatively impact the acceptance of cryptoassets in any number of jurisdictions, (iii) impede the growth or sustainability of the cryptoasset market in any number of jurisdictions, and/or (iv) otherwise negatively affect the value of cryptoassets such as the Tokens. These changes or new laws, regulations or directives, if any, are impossible to predict, but any such change could be substantial and adverse to the value of a Purchaser's Investment in the right to receive Tokens through an T&Cs.

Legislative and regulatory changes or actions in any jurisdiction may adversely affect the use, transfer, exchange, and value of the Tokens. You should be aware that, in addition to the regulatory uncertainty of the Tokens, the regulatory status of the Tokens and similar cryptoassets is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing or new regulation with respect to such technology and its applications, including the Tokens, and the Platform. Further, it is difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications. Regulatory actions could negatively impact the Tokens, and the Platform in various ways, including, for example, through a determination that the Tokens are regulated financial instruments required to be registered with the appropriate regulatory agency.

While the Company believes that it is in compliance with applicable law, changes in the law by legislatures and regulatory agencies could negatively impact the T&Cs, the Tokens, and the Platform. In addition, self-regulatory bodies may be established that set guidelines regarding cryptoassets, the Tokens, and the Platform, which the Company may commit to comply with, or which the Company's failure to comply with may result in negative publicity, government investigation, government or private litigation, or investigation by these self-regulatory bodies or other accountability groups. The Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal or commercially undesirable to operate in such jurisdiction.

The Platform is subject to potential government interference.

Governments may restrict access to the Platform in their countries, which could substantially harm the Platform. It is possible that governments of one or more countries may seek to censor applications developed using the Platform in their country, restrict access to those applications from their country entirely, or impose other restrictions that may affect the accessibility of the application in their country for an extended period of time or indefinitely. Governments in other countries may seek to restrict access to the Platform or the Tokens if they consider the Company, the Platform, the Token Sale or the Tokens to be in violation of their laws. In the event that access to the Platform is restricted, in whole or in part, in one or more countries or our competitors are able to successfully penetrate geographic markets that the Company cannot access, its ability to retain or increase its user base may be adversely affected, the Company may not be able to maintain or grow the Platform as anticipated, and the value of the Tokens could be adversely affected.

Neither the Company, the Platform, the Tokens Offering nor the Tokens are registered, qualified or licensed in any jurisdiction (apart from a license to conduct business).

Regulators exercising jurisdiction over the Company, the Platform, the Token Sale or the Tokens, may determine that one or more of the foregoing requires a registration, qualification, license or similar, including, without limitation, pursuant to securities laws, commodities trading laws, anti-money laundering laws or sanctions laws. As a result, the Company may be subject to regulatory enforcement and have other liability exposure in connection with its failure to hold such registration, qualification or license.

The Company does not control the conduct of users of the Platform.

There can be no guarantee that users of the Platform will not engage in misconduct. Such behavior could negatively impact the Tokens and the Platform, both on a short-term and long-term basis.

Holders of Tokens could manipulate trading in the Tokens or affect the price of the Tokens by "dumping" them on the market.

Yes. If a significant number of Tokens are sold once the Tokens become freely transferable, this trading could negatively affect the price of the Tokens. In addition, it is possible that Token holders could deliberately, and improperly, influence the price of the Tokens by trading based on information they may receive about the Platform and timing sales of the Tokens based on that information. The Company will not have control over or responsibility for these activities.

The Company's legal counsel does not represent you.

Legal counsel to the Company does not represent any current or prospective Token purchasers with respect to the Token Sale, the T&Cs or the purchase of Tokens. No separate counsel has been engaged by the Company to represent any current or prospective purchasers with respect to the Token Sale, the T&Cs or the purchase of Tokens. In addition, Company counsel does not undertake on behalf of or for the benefit of purchasers to monitor the compliance of the Company with the T&Cs or applicable laws.

There are additional risks associated with the Tokens, the Token Sale, the T&Cs, the Company Group, and related technologies, laws and regulations.

Yes. This discussion of Risk Factors is not complete, and it may not describe all of the risks and conflicts of interests relating to the Tokens, the Token Sale, the T&Cs, the Company Group, or related technologies, laws or regulations. You should consult with your own legal, financial and tax advisors before purchasing any Tokens.