Common use of RISK FACTORS Clause in Contracts

RISK FACTORS. The purchase of Shares is subject to a number of significant risks in the Company or businesses in which the Company operates. The following risk factors should be carefully considered. Investments in small businesses and start-up companies are often risky. Small businesses may depend heavily upon a single customer, supplier, or employee whose departure would seriously damage the Company’s profitability. The demand for the Company’s product may be seasonal or be impacted by the overall economy, or the Company could face other risks that are specific to its industry or type of business. The Company may also have difficulty competing against larger companies who can negotiate for better prices from suppliers, produce goods and services on a large scale more economically, or take advantage of bigger marketing budgets. Furthermore, a small business could face risks from lawsuits, governmental regulations, and other potential impediments to growth. The Company may need additional capital, which may not be available. The Company may require funds in excess of its existing cash resources to fund operating deficits, develop new products or services, establish, and expand its marketing capabilities, and finance general and administrative activities. Due to market conditions at the time the Company may need additional funding, or due to its financial condition at that time, it is possible that the Company will be unable to obtain additional funding as and when it needs it and that could significantly affect the success of the Company. The Company’s management has broad discretion in how the Company use the net proceeds of an offering. The Company’s management will have considerable discretion over the use of proceeds from their offering. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The Company faces significant competition and operates in a highly regulated industry. The Company operates in the areas of bio-technology products and services, which is a highly competitive industry. There is substantial competition in the industry and many of the competitors are larger companies with deeper resources than the Company. Therefore, the Company will face stiff competition as it seeks to grow and execute its business plan. In addition, the Company operates in a highly regulated industry and as a result can incur significant costs and regulatory hurdles in bringing its products to market. Competitors may be better financed and able to overcome these regulatory hurdles and as such the Company may be at a disadvantage in the marketplace as a result. The Company may not be able to manage its potential growth. For the Company to succeed, it needs to experience significant expansion. There can be no assurance that it will achieve this expansion. This expansion, if accomplished, may place a significant strain on the Company’s management, operational and financial resources. To manage any material growth, the Company will be required to implement operational and financial systems, procedures and controls. It will also be required to expand its finance, administrative and operations staff. There can be no assurance that the Company’s current and planned personnel, systems, procedures and controls will be adequate to support its future operations at any increased level. The Company’s failure to manage growth effectively could have a material adverse effect on its business, results of operations and financial condition. The Company’s success relies on market acceptance. While the Company believes that there will be significant customer demand for its products/services, there is no assurance that there will be broad market acceptance of the Company’s product offerings. In such event, there may be a material adverse effect on the Company’s results of operations and financial condition, and the Company may not be able to achieve its business goals. We have a limited operating history, which may make it difficult for investors to predict future performance based on current operations. We have a limited operating history upon which investors may base an evaluation of our potential future performance. In particular, our limited staff and operating history means that there is a high degree of uncertainty regarding our ability to (i) develop and commercialize our technologies and proposed products (ii) obtain regulatory approval to commence the marketing of our products, (iii) manage growth, (iv) achieve market acceptance or insurance reimbursement for any of our proposed products, if successfully developed, or (v) respond to competition. As a result, there can be no assurance that we will be able to develop or maintain consistent revenue sources, or that our operations will be profitable and/or generate positive cash flows. Any forecasts we make about our operations may prove to be inaccurate. We must, among other things, determine appropriate risks, rewards, and level of investment in our product lines, respond to economic and market variables outside of our control, respond to competitive developments and continue to attract, retain, and motivate qualified employees. There can be no assurance that we will be successful in meeting these challenges and addressing such risks and the failure to do so could have a materially adverse effect on our business, results of operations, and financial condition. Our prospects must be considered in light of the risks, expenses, and difficulties frequently encountered by companies in the early stage of development. As a result of these risks, challenges, and uncertainties, the value of your investment could be significantly reduced or completely lost. If we are unable to successfully identify, develop, and commercialize any product candidates, or experience significant delays in doing so, our business, financial condition, and results of operations will be materially adversely affected. Our ability to generate revenue from sales of any of our product candidates, which we do not expect to occur for at least the next several years, if ever, will depend heavily on the timely and successful identification, development, regulatory approval, and eventual commercialization of any such product candidates, which may never occur. To date, we have not generated revenue from sales of any products, and we may never be able to develop, obtain regulatory approval for, or commercialize a marketable product. Before we generate any revenue from product sales of any of our current or potential future product candidates, we will need to manage preclinical, clinical, and manufacturing activities, including undertaking significant clinical development, obtain regulatory approval in multiple jurisdictions, establish manufacturing supply, including commercial manufacturing supply, and build a commercial organization, which will require substantial investment and significant marketing efforts. We may never receive regulatory approval for any of our product candidates, which would prevent us from marketing, promoting, or selling any of our product candidates and generating revenue. Our success depends on our ability to protect our intellectual property rights and proprietary technologies, and we may not be able to protect our intellectual property rights throughout the world. Patent rights are generally national or regional rights. The filing, prosecution, maintenance, and defense of patent rights on our platform technologies and product candidates worldwide would be prohibitively expensive, and our intellectual property rights in some countries outside the United States may have a different scope and strength than do those in the United States. In addition, the laws of some foreign countries, particularly certain developing countries, do not protect intellectual property rights to the same extent as federal and state laws in the United States. Consequently, we may not be able to prevent third parties from practicing our intellectual property rights in all countries outside the United States or from making, using, selling, or importing products made using our intellectual property rights in and into the United States or other jurisdictions. Competitors may use our technologies in jurisdictions where we have not obtained intellectual property rights, including patent protection, to develop their own products and may also export otherwise infringing products to territories where we have intellectual property rights, including patent protection, but enforcement rights are not as strong as those in the United States. These products may compete with our products and our patent or other intellectual property rights may not be effective or adequate to prevent them from competing. The Company’s founders, directors and executive officers own or control a majority of the Company. Additionally, the holdings of the Company’s directors and executive officers may increase in the future upon vesting or other maturation of exercise rights under any of the options or warrants they may hold or in the future be granted or if they otherwise acquire additional interest in the Company. The interests of such persons may differ from the interests of the Company’s other stockholders, including purchasers of securities in the offering. As a result, in addition to their board seats and offices, such persons will have significant influence over and control all corporate actions requiring stockholder approval, irrespective of how the Company’s other stockholders, including purchasers in the offering, may vote. The Company may not be able to accomplish its public listing, and a market may not develop for the Shares. The Company is planning to become publicly listed within 12 months from the date hereof. However, there is no assurance that such public listing will ever occur or that a market will ever develop for the sale of the Shares in either event.

RISK FACTORS. The purchase of Shares the Tokens is subject speculative and involves a high degree of risk. Such an investment should only be made by persons able to bear the risk of, and withstand the total loss of their investment. Subscribers should carefully consider, among other risks, the risks described in these risk factors (“Risk Factors”) and should consult with their own legal, tax, and financial advisors prior to making an investment. These risk factors likely are not exhaustive. The Company is a new enterprise and has a lack of operating history and lack of revenues from operations. The Company was incorporated on 27 November 2018 for the primary purpose of building its blockchain-based platform (the “Platform”). As such, the Company faces risks and uncertainties relating to its ability to successfully implement its business plan and begin to generate (and later grow) revenues from operations. The Company’s ability to successfully generate significant revenues from operations is dependent on a number of significant risks in factors, including its ability to obtain all requisite licenses and approvals necessary to operate the Platform, the ability to develop and deploy its technology and attract sufficient clients and users. It is likely that the Company or businesses in which will encounter setbacks with its business plan. Ultimately, if the Company operates. The following risk factors should be carefully considered. Investments in small businesses is unable to generate significant revenues or raise additional capital to cover its organizational and start-up companies are often risky. Small businesses may depend heavily upon a single customeroperating costs and fund future growth, supplier, or employee whose departure would seriously damage the Company’s profitability. The demand for the Company’s product may results of operations will be seasonal or be impacted by the overall economymaterially and adversely affected, or and the Company could face other risks that are specific be forced to curtail or otherwise wind up its industry operations. If the Company is forced to curtail or type of business. The otherwise wind up its operations, the Company may also be unable to fully launch the Platform and the Tokens may have difficulty competing against larger companies who can negotiate for better prices from suppliers, produce goods and services on a large scale more economically, or take advantage of bigger marketing budgetslittle to no value. Furthermore, a small business could face risks from lawsuits, governmental regulations, and other potential impediments to growth. The Company may need additional capital, which may not be availablePerhaps. The Company may require funds in excess of additional capital to fully implement its existing cash resources business plan or support business growth, and additional capital might not be available on favorable terms, or at all. The Company expects that its ongoing operations and its ability to fund operating deficits, further develop new products or services, establish, and expand its marketing capabilitiesoperations may require substantial additional financial, operational, and finance general managerial resources. The Company has insufficient cash on-hand to fully fund the further development of its business plan and administrative activitiesoperations, and other capital requirements. Due The Company may be required to market conditions at raise additional funds to capitalize the time Company, further develop its business plan and expand operations. If the Company may need additional funding, or due to its financial condition at that time, it is possible that the Company will be unable required to obtain additional funding as and when it needs it and that could significantly affect the success of the Company. The Company’s management has broad discretion in how the Company use the net proceeds of an offering. The Company’s management will have considerable discretion over the use of proceeds from their offering. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The Company faces significant competition and operates in a highly regulated industry. The Company operates in the areas of bio-technology products and servicesfuture, which is a highly competitive industryit may have to seek debt financing or obtain additional equity capital. There is substantial competition in the industry and many of the competitors are larger companies with deeper resources than the Company. Therefore, the Company will face stiff competition as it seeks to grow and execute its business plan. In addition, the Company operates in a highly regulated industry and as a result can incur significant costs and regulatory hurdles in bringing its products to market. Competitors may be better financed and able to overcome these regulatory hurdles and as such the Company may be at a disadvantage in the marketplace as a result. The Company Additional capital may not be able to manage its potential growth. For available, or may only be available on terms that restrict the Company to succeed, it needs to experience significant expansionoperations. There can be no assurance that it financing will achieve this expansion. This expansionbe available to the Company on reasonable terms, if accomplishedat all. The inability to raise additional funds, either through equity or debt financing, could materially impair the Company’s ability to generate revenues and/or successfully launch the Platform. The Company’s business plan is based on numerous assumptions and projections that may place not prove accurate. No assurance can be given regarding the attainability of the projections. The Company’s ability to adhere to, and implement, its business plan will depend upon the Company’s ability to successfully raise funds and a variety of other factors, many of which are beyond the Company’s control. All financial projections contained in the business plan or elsewhere in the Information Documents (including the xx network Whitepaper, Praxxis Technical Paper and the Elixxir Architecture Brief) are based entirely upon the Company’s management team’s (“Management”) and advisors’ assumptions and projections, and should not be considered as a forecast of actual revenues or liquidity. Actual operating results may be materially different. Although the Company believes the assumptions upon which the Company’s business and financial projections are based have reasonable bases, the Company cannot offer any assurance that its results of operations and growth will be as contemplated. If any of the assumptions upon which these opinions and projections are based prove to be inaccurate, these opinions and projections could be adversely affected. Subscribers should be aware that these opinions and other projections and predictions of future performance, whether included in the business plan, or previously or subsequently communicated, are based on certain assumptions which are highly speculative. Such projections or opinions are not (and should not be regarded as) a representation or warranty by the Company or any other person that the overall objectives of the Company will ever be achieved or that the Company will ever achieve significant strain revenues or profitability. These opinions, projections and any other predictions of future performance should not be relied upon by potential investors in making an investment decision. Yes. The Company’s future growth and profitability are dependent in part on the Company’s management, operational ability to successfully develop the Platform amongst many competitors and financial resources. To manage any material growth, the Company will be required to implement operational and financial systems, procedures and controls. It will also be required to expand its finance, administrative and operations staff. There can be no assurance operate in an industry that the Company’s current and planned personnel, systems, procedures and controls will be adequate to support its future operations at any increased levelis highly competitive. The Company’s growth and revenues will also depend on its ability to manage future growth effectively. The Company’s ability to achieve its objectives will depend on its ability to develop the Platform and attract users to the Platform. Accomplishing this result on a cost-effective basis will be largely a function of Management’s ability its ability to oversee and direct the growth of the Company. Any failure to manage future growth effectively could have a material adverse effect on its the Company’s business, financial condition, and results of operations operations. Yes. The Company is subject to cyber security and financial conditiondata loss risks or other security breaches. The Company’s success relies on market acceptancebusiness will involve the storage and transmission of users' proprietary information, and security breaches could cause a risk of loss or misuse of this information, and to resulting claims, fines, and litigation. While the The Company believes that there will may be significant customer demand for its products/servicessubjected to a variety of cyber-attacks, there is no assurance that there will be broad market acceptance of which may continue to occur from time to time. Cyber-attacks may target the Company’s product offerings, its clients, customers, e-commerce in general or the communication infrastructure on which they depend. In such eventAn attack or a breach of security could result in a loss of private data, there may be violation of applicable privacy and other laws, significant legal and financial exposure, damage to reputation, and a loss of confidence in security measures, any of which could have a material adverse effect on the Company’s financial results and business. Any such attack or breach could adversely affect the ability of operations the Company to operate, which could adversely affect the value of the Tokens. Any breach of data security that exposes or compromises the security of any of the private digital keys used to authorize or validate transaction orders, or that enables any unauthorized person to generate any of the private digital keys, could result in unauthorized transactions on the Platform and financial conditionwould have a material adverse effect on the Company. Furthermore, attackers can manipulate the cryptocurrency market. The price of cryptocurrencies, such as Bitcoin and Ether, are set by several exchanges. If an exchange is attacked such that it is taken offline, traders can take advantage of price differences. Additionally, attackers can target platforms that buy and sell cryptocurrencies, and digital wallets that hold cryptocurrencies. It is possible that such an attack could adversely affect the value of the Tokens. Yes. The Company may become subject to regulation and potential further restrictive regulation may increase its operating costs and limit growth. Laws and regulations in the digital assets space are complex and subject to change. Changes may sometimes lead to additional expenses, increased legal exposure and additional limits on the Company’s ability to generate significant revenues. Moreover, laws and regulations are administered and enforced by a number of different governmental authorities, each of which exercises a degree of interpretive latitude. Consequently, the Company is subject to the risk that compliance with any particular regulator’s or enforcement authority’s interpretation of a legal issue may not be able to achieve its business goals. We have a limited operating historyresult in compliance with another’s interpretation of the same issue, which may make it difficult for investors to predict future performance based on current operations. We have a limited operating history upon which investors may base an evaluation of our potential future performanceparticularly when compliance is judged in hindsight. In particularaddition, our limited staff and operating history means that there is risk that any particular regulator’s or enforcement authority’s interpretation of a high degree legal issue may change over time to the Company’s detriment, or that changes in the overall legal environment may, even absent any particular regulator’s or enforcement authority’s interpretation of uncertainty a legal issue changing, cause the Company to change its views regarding our the actions it needs to take from a legal risk management perspective, thus necessitating changes to its practices that may, in some cases, limit the Company’s ability to grow or to improve the profitability of its business. Furthermore, in some cases, these laws and regulations are designed to protect or benefit the interests of a specific constituency rather than a range of constituencies. In many respects, these laws and regulations may limit the Company’s ability to grow or to improve the profitability of its business. Company operations or operations by its affiliates are generally conducted outside of the U.S. Non-U.S. operations may involve certain factors not typically associated with U.S. businesses and operations that Subscribers may be accustomed to, including risks relating to (i) develop currency fluctuations and commercialize our technologies and proposed products associated conversion costs; (ii) obtain regulatory approval to commence differences between the marketing U.S. and non-U.S. markets, the absence of our productsuniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less government supervision; (iii) manage growthcertain economic and political risks, including potential restrictions on non-U.S. investment and repatriation of capital and the possibility of expropriation or confiscatory taxation; and (iv) achieve market acceptance the imposition of non-U.S. withholding or insurance reimbursement other taxes with respect to such investment. Certain of these factors may negatively impact the Company’s business or impact the Company’s ability to grow. Yes. The sale of Tokens is extremely risky and is not an appropriate purchase for every potential Subscriber eligible to participate. The Company does not warrant the suitability of the sale of Tokens for any of our proposed products, if successfully developed, or (v) respond to competitionparticular potential Subscriber. As a result, there can be no assurance that we will be able to develop or maintain consistent revenue sources, or that our operations will be profitable and/or generate positive cash flowsYes. Any forecasts we make about our operations may prove The Platform is still in development and the Tokens are anticipated to be inaccuratemigrated to another publicly available blockchain network upon the launch of the Platform (a “MainNet Launch”). We must, among other things, determine appropriate risks, rewardsThe Platform is not expected to be fully operational until at least Q2 2021, and level the Tokens may not be immediately usable upon the MainNet Launch. You are dependent on the Company and members of investment in our product lines, respond the Company’s management team (“Management”) to economic deploy the Platform upon the MainNet Launch and market variables outside to successfully migrate the Tokens. Future and past performance of our control, respond to competitive developments and continue to attract, retain, and motivate qualified employeesprior projects is not indicative of future success. There can be no assurance that we the Company will successfully develop and then operate the Platform. No. There is no assurance that the (i) the technology associated with the Platform will function as intended; (ii) the Platform will be successful completed and functional when anticipated; (iii) the Platform will attract sufficient interest from key stakeholders and/or (iv) the Company will successfully migrate the Tokens sold to a new blockchain network upon the MainNet Launch for use on the Platform. The proposed Platform will rely heavily on technology services. Any unscheduled disruption in meeting these challenges our technology services, the underlying blockchain networks, or an interruption in the supply of electrical power could result in an immediate, and addressing such risks possibly substantial, loss of revenues due to a shutdown of the Platform. Such interruptions may occur as a result of, for example, a failure of our information technology or related systems, catastrophic events or rolling blackouts. Perhaps. The Tokens and the failure to do so could have a materially adverse effect on our business, results of operationsPlatform remain in development, and financial conditionthe Company is still planning and developing certain aspects of its products and strategic roadmap leading up to and following the MainNet Launch. Our prospects must The Company may be considered prevented from migrating the Tokens upon MainNet Launch or deploying the Platform in light the form contemplated at the time an Agreement is executed. Furthermore, as a project in part dependent on open source development, the Platform’s roadmap contemplates additional development by the Company and other third-party developers following the MainNet Launch to add additional functionality and make performance improvements as blockchain technology evolves. Accordingly, the terms and conditions of the risks, expenses, Tokens and difficulties frequently encountered by companies in the early stage Platform may be substantially different at the time of developmentthe MainNet Launch or after the MainNet Launch. As a result Holders of these risks, challenges, and uncertainties, the value of your investment could be significantly reduced or completely lost. If we are unable to successfully identify, develop, and commercialize any product candidates, or experience significant delays in doing so, our business, financial condition, and results of operations Tokens will be materially adversely affected. Our ability to generate revenue from sales of any of our product candidates, which we do not expect to occur for at least the next several years, if ever, will depend heavily on the timely and successful identification, development, regulatory approval, and eventual commercialization of any such product candidates, which may never occur. To date, we have not generated revenue from sales of any products, and we may never be able to develop, obtain regulatory approval for, or commercialize a marketable product. Before we generate any revenue from product sales of any of our current or potential future product candidates, we will need to manage preclinical, clinical, and manufacturing activities, including undertaking significant clinical development, obtain regulatory approval in multiple jurisdictions, establish manufacturing supply, including commercial manufacturing supply, and build a commercial organization, which will require substantial investment and significant marketing efforts. We may never receive regulatory approval for any of our product candidates, which would prevent us from marketing, promoting, or selling any of our product candidates and generating revenue. Our success depends on our ability to protect our intellectual property no voting rights and proprietary technologies, and we may not be able to protect our intellectual property rights throughout the world. Patent rights are generally national or regional rights. The filing, prosecution, maintenance, and defense of patent rights on our platform technologies and product candidates worldwide would be prohibitively expensive, and our intellectual property rights in some countries outside the United States may have a different scope and strength than do those in the United States. In addition, the laws conflicts of some foreign countries, particularly certain developing countries, do not protect intellectual property rights to the same extent as federal and state laws in the United States. Consequently, we may not be able to prevent third parties from practicing our intellectual property rights in all countries outside the United States or from making, using, selling, or importing products made using our intellectual property rights in and into the United States or other jurisdictions. Competitors may use our technologies in jurisdictions where we have not obtained intellectual property rights, including patent protection, to develop their own products and may also export otherwise infringing products to territories where we have intellectual property rights, including patent protection, but enforcement rights are not as strong as those in the United States. These products may compete interest with our products and our patent or other intellectual property rights may not be effective or adequate to prevent them from competing. The Company’s founders, directors and executive officers own or control a majority of the Company. Additionally, the holdings of the Company’s directors and executive officers may increase in the future upon vesting shareholders. Tokens will also have no other management or other maturation of exercise control rights under any of the options or warrants they may hold or in the future be granted or if they otherwise acquire additional interest in the Company. The interests of such persons may differ from Accordingly, Management will control decisions for the interests Company that in other companies would require stockholder or limited partner approval, including significant corporate transactions, or the election to liquidate or terminate the Company. Token holders will also have no liquidation rights, and upon any liquidation, bankruptcy or other dissolution of the Company’s other stockholdersCompany (or its parent entities), including purchasers of securities in Token holders will not be entitled to liquidation rights. Furthermore, the offering. As a result, in addition to their board seats and offices, such persons will have significant influence over and control all corporate actions requiring stockholder approval, irrespective of how the Company’s other stockholders, including purchasers in the offering, may voteCompany has no fixed termination date. The Token holders do not have the right to compel the Company may not be able to accomplish its public listing, and a market may not develop for redeem the SharesTokens. The Company is planning to become publicly listed within 12 months from the date hereof. However, there is no assurance that such public listing will ever occur or that a market will ever develop for the sale Holders of the Shares in either eventTokens will solely have a right to exchange the Tokens upon a MainNet Launch for xx coins via the Distribution Contract.

RISK FACTORS. The purchase of Shares is subject to a number of significant risks in the Company or businesses in which the Company operates. The following risk factors should be carefully considered. Investments in small businesses and start-up companies are often risky. Small businesses may depend heavily upon a single customer, supplier, or employee whose departure would seriously damage the Company’s profitability. The demand for the Company’s product may be seasonal or be impacted by the overall economy, or the Company could face other risks that are specific to its industry or type of business. The Company may also have difficulty competing against larger companies who can negotiate for better prices from suppliers, produce goods and services on a large scale more economically, or take advantage of bigger marketing budgets. Furthermore, a small business could face risks from lawsuits, governmental regulations, and other potential impediments to growth. The Company may need additional capital, which may not be available. The Company may require funds in excess of its existing cash resources to fund operating deficits, develop new products or services, establish, and expand its marketing capabilities, and finance general and administrative activities. Due to market conditions at the time the Company may need additional funding, or due to its financial condition at that time, it is possible that the Company will be unable to obtain additional funding as and when it needs it and that could significantly affect the success of the Company. The Company’s management has broad discretion in how the Company use the net proceeds of an offering. The Company’s management will have considerable discretion over the use of proceeds from their offering. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The Company faces significant competition and operates in a highly regulated industry. The Company operates in the areas of bio-technology products and services, which is a highly competitive industry. There is substantial competition in the industry and many of the competitors are larger companies with deeper resources than the Company. Therefore, the Company will face stiff competition as it seeks to grow and execute its business plan. In addition, the Company operates in a highly regulated industry and as a result can incur significant costs and regulatory hurdles in bringing its products to market. Competitors may be better financed and able to overcome these regulatory hurdles and as such the Company may be at a disadvantage in the marketplace as a result. The Company may not be able to manage its potential growth. For the Company to succeed, it needs to experience significant expansion. There can be no assurance that it will achieve this expansion. This expansion, if accomplished, may place a significant strain on the Company’s management, operational and financial resources. To manage any material growth, the Company will be required to implement operational and financial systems, procedures and controls. It will also be required to expand its finance, administrative and operations staff. There can be no assurance that the Company’s current and planned personnel, systems, procedures and controls will be adequate to support its future operations at any increased level. The Company’s failure to manage growth effectively could have a material adverse effect on its business, results of operations and financial condition. The Company’s success relies on market acceptance. While the Company believes that there will be significant customer demand for its products/services, there is no assurance that there will be broad market acceptance of the Company’s product offerings. In such event, there may be a material adverse effect on the Company’s results of operations and financial condition, and the Company may not be able to achieve its business goals. We have a limited operating history, which may make it difficult for investors to predict future performance based on current operations. We have a limited operating history upon which investors may base an evaluation of our potential future performance. In particular, our limited staff and operating history means that there is a high degree of uncertainty regarding our ability to (i) develop and commercialize our technologies and proposed products (ii) obtain regulatory approval to commence the marketing of our products, (iii) manage growth, (iv) achieve market acceptance or insurance reimbursement for any of our proposed products, if successfully developed, or (v) respond to competition. As a result, there can be no assurance that we will be able to develop or maintain consistent revenue sources, or that our operations will be profitable and/or generate positive cash flows. Any forecasts we make about our operations may prove to be inaccurate. We must, among other things, determine appropriate risks, rewards, and level of investment in our product lines, respond to economic and market variables outside of our control, respond to competitive developments and continue to attract, retain, and motivate qualified employees. There can be no assurance that we will be successful in meeting these challenges and addressing such risks and the failure to do so could have a materially adverse effect on our business, results of operations, and financial condition. Our prospects must be considered in light of the risks, expenses, and difficulties frequently encountered by companies in the early stage of development. As a result of these risks, challenges, and uncertainties, the value of your investment could be significantly reduced or completely lost. If we are unable to successfully identify, develop, and commercialize any product candidates, or experience significant delays in doing so, our business, financial condition, and results of operations will be materially adversely affected. Our ability to generate revenue from sales of any of our product candidates, which we do not expect to occur for at least the next several years, if ever, will depend heavily on the timely and successful identification, development, regulatory approval, and eventual commercialization of any such product candidates, which may never occur. To date, we have not generated revenue from sales of any products, and we may never be able to develop, obtain regulatory approval for, or commercialize a marketable product. Before we generate any revenue from product sales of any of our current or potential future product candidates, we will need to manage preclinical, clinical, and manufacturing activities, including undertaking significant clinical development, obtain regulatory approval in multiple jurisdictions, establish manufacturing supply, including commercial manufacturing supply, and build a commercial organization, which will require substantial investment and significant marketing efforts. We may never receive regulatory approval for any of our product candidates, which would prevent us from marketing, promoting, or selling any of our product candidates and generating revenue. Our success depends on our ability to protect our intellectual property rights and proprietary technologies, and we may not be able to protect our intellectual property rights throughout the world. Patent rights are generally national or regional rights. The filing, prosecution, maintenance, and defense of patent rights on our platform technologies and product candidates worldwide would be prohibitively expensive, and our intellectual property rights in some countries outside the United States may have a different scope and strength than do those in the United States. In addition, the laws of some foreign countries, particularly certain developing countries, do not protect intellectual property rights to the same extent as federal and state laws in the United States. Consequently, we may not be able to prevent third parties from practicing our intellectual property rights in all countries outside the United States or from making, using, selling, or importing products made using our intellectual property rights in and into the United States or other jurisdictions. Competitors may use our technologies in jurisdictions where we have not obtained intellectual property rights, including patent protection, to develop their own products and may also export otherwise infringing products to territories where we have intellectual property rights, including patent protection, but enforcement rights are not as strong as those in the United States. These products may compete with our products and our patent or other intellectual property rights may not be effective or adequate to prevent them from competing. The Company’s founders, directors and executive officers own or control a majority of the Company. Additionally, the holdings of the Company’s directors and executive officers may increase in the future upon vesting or other maturation of exercise rights under any of the options or warrants they may hold or in the future be granted or if they otherwise acquire additional interest in the Company. The interests of such persons may differ from the interests of the Company’s other stockholders, including purchasers of securities in the offering. As a result, in addition to their board seats and offices, such persons will have significant influence over and control all corporate actions requiring stockholder approval, irrespective of how the Company’s other stockholders, including purchasers in the offering, may vote. The Company may not be able to accomplish its public listing, and a market may not develop for the Shares. The Company is planning to become publicly listed within 12 months from the date hereof. However, there is no assurance that such public listing will ever occur or that a market will ever develop for the sale of the Shares in either event.,

RISK FACTORS. The purchase of Shares the Tokens is subject speculative and involves a high degree of risk. Such an investment should only be made by persons able to bear the risk of, and withstand the total loss of their investment. Subscribers should carefully consider, among other risks, the risks described in these risk factors (“Risk Factors”) and should consult with their own legal, tax, and financial advisors prior to making an investment. These risk factors likely are not exhaustive. The Company is a new enterprise and has a lack of operating history and lack of revenues from operations. The Company was incorporated on 27 November 2018 for the primary purpose of building its blockchain-based platform (the “Platform”). As such, the Company faces risks and uncertainties relating to its ability to successfully implement its business plan and begin to generate (and later grow) revenues from operations. The Company’s ability to successfully generate significant revenues from operations is dependent on a number of significant risks in factors, including its ability to obtain all requisite licenses and approvals necessary to operate the Platform, the ability to develop and deploy its technology and attract sufficient clients and users. It is likely that the Company or businesses in which will encounter setbacks with its business plan. Ultimately, if the Company operates. The following risk factors should be carefully considered. Investments in small businesses is unable to generate significant revenues or raise additional capital to cover its organizational and start-up companies are often risky. Small businesses may depend heavily upon a single customeroperating costs and fund future growth, supplier, or employee whose departure would seriously damage the Company’s profitability. The demand for the Company’s product may results of operations will be seasonal or be impacted by the overall economymaterially and adversely affected, or and the Company could face other risks that are specific be forced to curtail or otherwise wind up its industry operations. If the Company is forced to curtail or type of business. The otherwise wind up its operations, the Company may also be unable to fully launch the Platform and the Tokens may have difficulty competing against larger companies who can negotiate for better prices from suppliers, produce goods and services on a large scale more economically, or take advantage of bigger marketing budgetslittle to no value. Furthermore, a small business could face risks from lawsuits, governmental regulations, and other potential impediments to growth. The Company may need additional capital, which may not be availablePerhaps. The Company may require funds in excess of additional capital to fully implement its existing cash resources business plan or support business growth, and additional capital might not be available on favorable terms, or at all. The Company expects that its ongoing operations and its ability to fund operating deficits, further develop new products or services, establish, and expand its marketing capabilitiesoperations may require substantial additional financial, operational, and finance general managerial resources. The Company has insufficient cash on-hand to fully fund the further development of its business plan and administrative activitiesoperations, and other capital requirements. Due The Company may be required to market conditions at raise additional funds to capitalize the time Company, further develop its business plan and expand operations. If the Company may need additional funding, or due to its financial condition at that time, it is possible that the Company will be unable required to obtain additional funding as and when it needs it and that could significantly affect the success of the Company. The Company’s management has broad discretion in how the Company use the net proceeds of an offering. The Company’s management will have considerable discretion over the use of proceeds from their offering. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The Company faces significant competition and operates in a highly regulated industry. The Company operates in the areas of bio-technology products and servicesfuture, which is a highly competitive industryit may have to seek debt financing or obtain additional equity capital. There is substantial competition in the industry and many of the competitors are larger companies with deeper resources than the Company. Therefore, the Company will face stiff competition as it seeks to grow and execute its business plan. In addition, the Company operates in a highly regulated industry and as a result can incur significant costs and regulatory hurdles in bringing its products to market. Competitors may be better financed and able to overcome these regulatory hurdles and as such the Company may be at a disadvantage in the marketplace as a result. The Company Additional capital may not be able to manage its potential growth. For available, or may only be available on terms that restrict the Company to succeed, it needs to experience significant expansionoperations. There can be no assurance that it financing will achieve this expansion. This expansionbe available to the Company on reasonable terms, if accomplishedat all. The inability to raise additional funds, either through equity or debt financing, could materially impair the Company’s ability to generate revenues and/or successfully launch the Platform. The Company’s business plan is based on numerous assumptions and projections that may place not prove accurate. No assurance can be given regarding the attainability of the projections. The Company’s ability to adhere to, and implement, its business plan will depend upon the Company’s ability to successfully raise funds and a variety of other factors, many of which are beyond the Company’s control. All financial projections contained in the business plan or elsewhere in the Information Documents [(including he xx network Whitepaper, Praxxis Technical Paper and the Elixxir Architecture Brief)] are based entirely upon the Company’s management team’s (“Management”) and advisors’ assumptions and projections, and should not be considered as a forecast of actual revenues or liquidity. Actual operating results may be materially different. Although the Company believes the assumptions upon which the Company’s business and financial projections are based have reasonable bases, the Company cannot offer any assurance that its results of operations and growth will be as contemplated. If any of the assumptions upon which these opinions and projections are based prove to be inaccurate, these opinions and projections could be adversely affected. Subscribers should be aware that these opinions and other projections and predictions of future performance, whether included in the business plan, or previously or subsequently communicated, are based on certain assumptions which are highly speculative. Such projections or opinions are not (and should not be regarded as) a representation or warranty by the Company or any other person that the overall objectives of the Company will ever be achieved or that the Company will ever achieve significant strain revenues or profitability. These opinions, projections and any other predictions of future performance should not be relied upon by potential investors in making an investment decision. Yes. The Company’s future growth and profitability are dependent in part on the Company’s management, operational ability to successfully develop the Platform amongst many competitors and financial resources. To manage any material growth, the Company will be required to implement operational and financial systems, procedures and controls. It will also be required to expand its finance, administrative and operations staff. There can be no assurance operate in an industry that the Company’s current and planned personnel, systems, procedures and controls will be adequate to support its future operations at any increased levelis highly competitive. The Company’s growth and revenues will also depend on its ability to manage future growth effectively. The Company’s ability to achieve its objectives will depend on its ability to develop the Platform and attract users to the Platform. Accomplishing this result on a cost-effective basis will be largely a function of Management’s ability its ability to oversee and direct the growth of the Company. Any failure to manage future growth effectively could have a material adverse effect on its the Company’s business, financial condition, and results of operations operations. Yes. The Company is subject to cyber security and financial conditiondata loss risks or other security breaches. The Company’s success relies on market acceptancebusiness will involve the storage and transmission of users' proprietary information, and security breaches could cause a risk of loss or misuse of this information, and to resulting claims, fines, and litigation. While the The Company believes that there will may be significant customer demand for its products/servicessubjected to a variety of cyber-attacks, there is no assurance that there will be broad market acceptance of which may continue to occur from time to time. Cyber-attacks may target the Company’s product offerings, its clients, customers, e-commerce in general or the communication infrastructure on which they depend. In such eventAn attack or a breach of security could result in a loss of private data, there may be violation of applicable privacy and other laws, significant legal and financial exposure, damage to reputation, and a loss of confidence in security measures, any of which could have a material adverse effect on the Company’s financial results and business. Any such attack or breach could adversely affect the ability of operations the Company to operate, which could adversely affect the value of the Tokens. Any breach of data security that exposes or compromises the security of any of the private digital keys used to authorize or validate transaction orders, or that enables any unauthorized person to generate any of the private digital keys, could result in unauthorized transactions on the Platform and financial conditionwould have a material adverse effect on the Company. Furthermore, attackers can manipulate the cryptocurrency market. The price of cryptocurrencies, such as Bitcoin and Ether, are set by several exchanges. If an exchange is attacked such that it is taken offline, traders can take advantage of price differences. Additionally, attackers can target platforms that buy and sell cryptocurrencies, and digital wallets that hold cryptocurrencies. It is possible that such an attack could adversely affect the value of the Tokens. Yes. The Company may become subject to regulation and potential further restrictive regulation may increase its operating costs and limit growth. Laws and regulations in the digital assets space are complex and subject to change. Changes may sometimes lead to additional expenses, increased legal exposure and additional limits on the Company’s ability to generate significant revenues. Moreover, laws and regulations are administered and enforced by a number of different governmental authorities, each of which exercises a degree of interpretive latitude. Consequently, the Company is subject to the risk that compliance with any particular regulator’s or enforcement authority’s interpretation of a legal issue may not be able to achieve its business goals. We have a limited operating historyresult in compliance with another’s interpretation of the same issue, which may make it difficult for investors to predict future performance based on current operations. We have a limited operating history upon which investors may base an evaluation of our potential future performanceparticularly when compliance is judged in hindsight. In particularaddition, our limited staff and operating history means that there is risk that any particular regulator’s or enforcement authority’s interpretation of a high degree legal issue may change over time to the Company’s detriment, or that changes in the overall legal environment may, even absent any particular regulator’s or enforcement authority’s interpretation of uncertainty a legal issue changing, cause the Company to change its views regarding our the actions it needs to take from a legal risk management perspective, thus necessitating changes to its practices that may, in some cases, limit the Company’s ability to grow or to improve the profitability of its business. Furthermore, in some cases, these laws and regulations are designed to protect or benefit the interests of a specific constituency rather than a range of constituencies. In many respects, these laws and regulations may limit the Company’s ability to grow or to improve the profitability of its business. Certain Company operations or operations by its affiliates are conducted outside of the U.S. Non- U.S. operations may involve certain factors not typically associated with U.S. businesses and operations that Subscribers may be accustomed to, including risks relating to (i) develop currency fluctuations and commercialize our technologies and proposed products associated conversion costs; (ii) obtain regulatory approval to commence differences between the marketing U.S. and non-U.S. markets, the absence of our productsuniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less government supervision; (iii) manage growthcertain economic and political risks, including potential restrictions on non- U.S. investment and repatriation of capital and the possibility of expropriation or confiscatory taxation; and (iv) achieve market acceptance the imposition of non-U.S. withholding or insurance reimbursement other taxes with respect to such investment. Certain of these factors may negatively impact the Company’s business or impact the Company’s ability to grow. Yes. The sale of Tokens is extremely risky and is not an appropriate purchase for every potential Subscriber eligible to participate. The Company does not warrant the suitability of the sale of Tokens for any of our proposed products, if successfully developed, or (v) respond to competitionparticular potential Subscriber. As a result, there can be no assurance that we will be able to develop or maintain consistent revenue sources, or that our operations will be profitable and/or generate positive cash flowsYes. Any forecasts we make about our operations may prove The Platform is still in development and the Tokens are anticipated to be inaccuratemigrated to another publicly available blockchain network upon the launch of the Platform (a “Mainnet Launch”). We must, among other things, determine appropriate risks, rewardsThe Platform is not expected to be fully operational until at least Q2 2021, and level the Tokens may not be immediately usable upon the Mainnet Launch. You are dependent on the Company and members of investment in our product lines, respond the Company’s management team (“Management”) to economic deploy the Platform upon the Mainnet Launch and market variables outside to successfully migrate the Tokens. Future and past performance of our control, respond to competitive developments and continue to attract, retain, and motivate qualified employeesprior projects is not indicative of future success. There can be no assurance that we the Company will successfully develop and then operate the Platform. No. There is no assurance that the (i) the technology associated with the Platform will function as intended; (ii) the Platform will be successful completed and functional when anticipated; (iii) the Platform will attract sufficient interest from key stakeholders and/or (iv) the Company will successfully migrate the Tokens sold to a new blockchain network upon the Mainnet Launch for use on the Platform. The proposed Platform will rely heavily on technology services. Any unscheduled disruption in meeting these challenges our technology services, the underlying blockchain networks, or an interruption in the supply of electrical power could result in an immediate, and addressing such risks possibly substantial, loss of revenues due to a shutdown of the Platform. Such interruptions may occur as a result of, for example, a failure of our information technology or related systems, catastrophic events or rolling blackouts. Perhaps. The Tokens and the failure to do so could have a materially adverse effect on our business, results of operationsPlatform remain in development, and financial conditionthe Company is still planning and developing certain aspects of its products and strategic roadmap leading up to and following the Mainnet Launch. Our prospects must The Company may be considered prevented from migrating the Tokens upon Mainnet Launch or deploying the Platform in light the form contemplated at the time an Agreement is executed. Furthermore, as a project in part dependent on open source development, the Platform’s roadmap contemplates additional development by the Company and other third-party developers following the Mainnet Launch to add additional functionality and make performance improvements as blockchain technology evolves. Accordingly, the terms and conditions of the risks, expenses, Tokens and difficulties frequently encountered by companies in the early stage Platform may be substantially different at the time of developmentthe Mainnet Launch or after the Mainnet Launch. As a result Holders of these risks, challenges, and uncertainties, the value of your investment could be significantly reduced or completely lost. If we are unable to successfully identify, develop, and commercialize any product candidates, or experience significant delays in doing so, our business, financial condition, and results of operations Tokens will be materially adversely affected. Our ability to generate revenue from sales of any of our product candidates, which we do not expect to occur for at least the next several years, if ever, will depend heavily on the timely and successful identification, development, regulatory approval, and eventual commercialization of any such product candidates, which may never occur. To date, we have not generated revenue from sales of any products, and we may never be able to develop, obtain regulatory approval for, or commercialize a marketable product. Before we generate any revenue from product sales of any of our current or potential future product candidates, we will need to manage preclinical, clinical, and manufacturing activities, including undertaking significant clinical development, obtain regulatory approval in multiple jurisdictions, establish manufacturing supply, including commercial manufacturing supply, and build a commercial organization, which will require substantial investment and significant marketing efforts. We may never receive regulatory approval for any of our product candidates, which would prevent us from marketing, promoting, or selling any of our product candidates and generating revenue. Our success depends on our ability to protect our intellectual property no voting rights and proprietary technologies, and we may not be able to protect our intellectual property rights throughout the world. Patent rights are generally national or regional rights. The filing, prosecution, maintenance, and defense of patent rights on our platform technologies and product candidates worldwide would be prohibitively expensive, and our intellectual property rights in some countries outside the United States may have a different scope and strength than do those in the United States. In addition, the laws conflicts of some foreign countries, particularly certain developing countries, do not protect intellectual property rights to the same extent as federal and state laws in the United States. Consequently, we may not be able to prevent third parties from practicing our intellectual property rights in all countries outside the United States or from making, using, selling, or importing products made using our intellectual property rights in and into the United States or other jurisdictions. Competitors may use our technologies in jurisdictions where we have not obtained intellectual property rights, including patent protection, to develop their own products and may also export otherwise infringing products to territories where we have intellectual property rights, including patent protection, but enforcement rights are not as strong as those in the United States. These products may compete interest with our products and our patent or other intellectual property rights may not be effective or adequate to prevent them from competing. The Company’s founders, directors and executive officers own or control a majority of the Company. Additionally, the holdings of the Company’s directors and executive officers may increase in the future upon vesting shareholders. Tokens will also have no other management or other maturation of exercise control rights under any of the options or warrants they may hold or in the future be granted or if they otherwise acquire additional interest in the Company. The interests of such persons may differ from Accordingly, Management will control decisions for the interests Company that in other companies would require stockholder or limited partner approval, including significant corporate transactions, or the election to liquidate or terminate the Company. Token holders will also have no liquidation rights, and upon any liquidation, bankruptcy or other dissolution of the Company’s other stockholdersCompany (or its parent entities), including purchasers of securities in Token holders will not be entitled to liquidation rights. Furthermore, the offering. As a result, in addition to their board seats and offices, such persons will have significant influence over and control all corporate actions requiring stockholder approval, irrespective of how the Company’s other stockholders, including purchasers in the offering, may voteCompany has no fixed termination date. The Token holders do not have the right to compel the Company may not be able to accomplish its public listing, and a market may not develop for redeem the SharesTokens. The Company is planning to become publicly listed within 12 months from the date hereof. However, there is no assurance that such public listing will ever occur or that a market will ever develop for the sale Holders of the Shares in either eventTokens will solely have a right to exchange the Tokens upon a Mainnet Launch for xx coins via the Distribution Contract.

RISK FACTORS. The purchase of Shares the Tokens is subject speculative and involves a high degree of risk. Such an investment should only be made by persons able to bear the risk of, and withstand the total loss of their investment. Subscribers should carefully consider, among other risks, the risks described in these risk factors (“Risk Factors”) and should consult with their own legal, tax, and financial advisors prior to making an investment. These risk factors likely are not exhaustive. The Company is a new enterprise and has a lack of operating history and lack of revenues from operations. The Company was incorporated on 27 November 2018 for the primary purpose of building its blockchain-based platform (the “Platform”). As such, the Company faces risks and uncertainties relating to its ability to successfully implement its business plan and begin to generate (and later grow) revenues from operations. The Company’s ability to successfully generate significant revenues from operations is dependent on a number of significant risks in factors, including its ability to obtain all requisite licenses and approvals necessary to operate the Platform, the ability to develop and deploy its technology and attract sufficient clients and users. It is likely that the Company or businesses in which will encounter setbacks with its business plan. Ultimately, if the Company operates. The following risk factors should be carefully considered. Investments in small businesses is unable to generate significant revenues or raise additional capital to cover its organizational and start-up companies are often risky. Small businesses may depend heavily upon a single customeroperating costs and fund future growth, supplier, or employee whose departure would seriously damage the Company’s profitability. The demand for the Company’s product may results of operations will be seasonal or be impacted by the overall economymaterially and adversely affected, or and the Company could face other risks that are specific be forced to curtail or otherwise wind up its industry operations. If the Company is forced to curtail or type of business. The otherwise wind up its operations, the Company may also be unable to fully launch the Platform and the Tokens may have difficulty competing against larger companies who can negotiate for better prices from suppliers, produce goods and services on a large scale more economically, or take advantage of bigger marketing budgetslittle to no value. Furthermore, a small business could face risks from lawsuits, governmental regulations, and other potential impediments to growth. The Company may need additional capital, which may not be availablePerhaps. The Company may require funds in excess of additional capital to fully implement its existing cash resources business plan or support business growth, and additional capital might not be available on favorable terms, or at all. The Company expects that its ongoing operations and its ability to fund operating deficits, further develop new products or services, establish, and expand its marketing capabilitiesoperations may require substantial additional financial, operational, and finance general managerial resources. The Company has insufficient cash on-hand to fully fund the further development of its business plan and administrative activitiesoperations, and other capital requirements. Due The Company may be required to market conditions at raise additional funds to capitalize the time Company, further develop its business plan and expand operations. If the Company may need additional funding, or due to its financial condition at that time, it is possible that the Company will be unable required to obtain additional funding as and when it needs it and that could significantly affect the success of the Company. The Company’s management has broad discretion in how the Company use the net proceeds of an offering. The Company’s management will have considerable discretion over the use of proceeds from their offering. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The Company faces significant competition and operates in a highly regulated industry. The Company operates in the areas of bio-technology products and servicesfuture, which is a highly competitive industryit may have to seek debt financing or obtain additional equity capital. There is substantial competition in the industry and many of the competitors are larger companies with deeper resources than the Company. Therefore, the Company will face stiff competition as it seeks to grow and execute its business plan. In addition, the Company operates in a highly regulated industry and as a result can incur significant costs and regulatory hurdles in bringing its products to market. Competitors may be better financed and able to overcome these regulatory hurdles and as such the Company may be at a disadvantage in the marketplace as a result. The Company Additional capital may not be able to manage its potential growth. For available, or may only be available on terms that restrict the Company to succeed, it needs to experience significant expansionoperations. There can be no assurance that it financing will achieve this expansion. This expansionbe available to the Company on reasonable terms, if accomplishedat all. The inability to raise additional funds, either through equity or debt financing, could materially impair the Company’s ability to generate revenues and/or successfully launch the Platform. The Company’s business plan is based on numerous assumptions and projections that may place not prove accurate. No assurance can be given regarding the attainability of the projections. The Company’s ability to adhere to, and implement, its business plan will depend upon the Company’s ability to successfully raise funds and a variety of other factors, many of which are beyond the Company’s control. All financial projections contained in the business plan or elsewhere in the Information Documents [(including he xx network Whitepaper, Praxxis Technical Paper and the Elixxir Architecture Brief)] are based entirely upon the Company’s management team’s (“Management”) and advisors’ assumptions and projections, and should not be considered as a forecast of actual revenues or liquidity. Actual operating results may be materially different. Although the Company believes the assumptions upon which the Company’s business and financial projections are based have reasonable bases, the Company cannot offer any assurance that its results of operations and growth will be as contemplated. If any of the assumptions upon which these opinions and projections are based prove to be inaccurate, these opinions and projections could be adversely affected. Subscribers should be aware that these opinions and other projections and predictions of future performance, whether included in the business plan, or previously or subsequently communicated, are based on certain assumptions which are highly speculative. Such projections or opinions are not (and should not be regarded as) a representation or warranty by the Company or any other person that the overall objectives of the Company will ever be achieved or that the Company will ever achieve significant strain revenues or profitability. These opinions, projections and any other predictions of future performance should not be relied upon by potential investors in making an investment decision. Yes. The Company’s future growth and profitability are dependent in part on the Company’s management, operational ability to successfully develop the Platform amongst many competitors and financial resources. To manage any material growth, the Company will be required to implement operational and financial systems, procedures and controls. It will also be required to expand its finance, administrative and operations staff. There can be no assurance operate in an industry that the Company’s current and planned personnel, systems, procedures and controls will be adequate to support its future operations at any increased levelis highly competitive. The Company’s growth and revenues will also depend on its ability to manage future growth effectively. The Company’s ability to achieve its objectives will depend on its ability to develop the Platform and attract users to the Platform. Accomplishing this result on a cost-effective basis will be largely a function of Management’s ability its ability to oversee and direct the growth of the Company. Any failure to manage future growth effectively could have a material adverse effect on its the Company’s business, financial condition, and results of operations operations. Yes. The Company is subject to cyber security and financial conditiondata loss risks or other security breaches. The Company’s success relies on market acceptancebusiness will involve the storage and transmission of users' proprietary information, and security breaches could cause a risk of loss or misuse of this information, and to resulting claims, fines, and litigation. While the The Company believes that there will may be significant customer demand for its products/servicessubjected to a variety of cyber-attacks, there is no assurance that there will be broad market acceptance of which may continue to occur from time to time. Cyber-attacks may target the Company’s product offerings, its clients, customers, e-commerce in general or the communication infrastructure on which they depend. In such eventAn attack or a breach of security could result in a loss of private data, there may be violation of applicable privacy and other laws, significant legal and financial exposure, damage to reputation, and a loss of confidence in security measures, any of which could have a material adverse effect on the Company’s financial results and business. Any such attack or breach could adversely affect the ability of operations the Company to operate, which could adversely affect the value of the Tokens. Any breach of data security that exposes or compromises the security of any of the private digital keys used to authorize or validate transaction orders, or that enables any unauthorized person to generate any of the private digital keys, could result in unauthorized transactions on the Platform and financial conditionwould have a material adverse effect on the Company. Furthermore, attackers can manipulate the cryptocurrency market. The price of cryptocurrencies, such as Bitcoin and Ether, are set by several exchanges. If an exchange is attacked such that it is taken offline, traders can take advantage of price differences. Additionally, attackers can target platforms that buy and sell cryptocurrencies, and digital wallets that hold cryptocurrencies. It is possible that such an attack could adversely affect the value of the Tokens. Yes. The Company may become subject to regulation and potential further restrictive regulation may increase its operating costs and limit growth. Laws and regulations in the digital assets space are complex and subject to change. Changes may sometimes lead to additional expenses, increased legal exposure and additional limits on the Company’s ability to generate significant revenues. Moreover, laws and regulations are administered and enforced by a number of different governmental authorities, each of which exercises a degree of interpretive latitude. Consequently, the Company is subject to the risk that compliance with any particular regulator’s or enforcement authority’s interpretation of a legal issue may not be able to achieve its business goals. We have a limited operating historyresult in compliance with another’s interpretation of the same issue, which may make it difficult for investors to predict future performance based on current operations. We have a limited operating history upon which investors may base an evaluation of our potential future performanceparticularly when compliance is judged in hindsight. In particularaddition, our limited staff and operating history means that there is risk that any particular regulator’s or enforcement authority’s interpretation of a high degree legal issue may change over time to the Company’s detriment, or that changes in the overall legal environment may, even absent any particular regulator’s or enforcement authority’s interpretation of uncertainty a legal issue changing, cause the Company to change its views regarding our the actions it needs to take from a legal risk management perspective, thus necessitating changes to its practices that may, in some cases, limit the Company’s ability to grow or to improve the profitability of its business. Furthermore, in some cases, these laws and regulations are designed to protect or benefit the interests of a specific constituency rather than a range of constituencies. In many respects, these laws and regulations may limit the Company’s ability to grow or to improve the profitability of its business. Certain Company operations or operations by its affiliates are conducted outside of the U.S. Non- U.S. operations may involve certain factors not typically associated with U.S. businesses and operations that Subscribers may be accustomed to, including risks relating to (i) develop currency fluctuations and commercialize our technologies and proposed products associated conversion costs; (ii) obtain regulatory approval to commence differences between the marketing U.S. and non-U.S. markets, the absence of our productsuniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less government supervision; (iii) manage growthcertain economic and political risks, including potential restrictions on non- U.S. investment and repatriation of capital and the possibility of expropriation or confiscatory taxation; and (iv) achieve market acceptance the imposition of non-U.S. withholding or insurance reimbursement other taxes with respect to such investment. Certain of these factors may negatively impact the Company’s business or impact the Company’s ability to grow. Yes. The sale of Tokens is extremely risky and is not an appropriate purchase for every potential Subscriber eligible to participate. The Company does not warrant the suitability of the sale of Tokens for any of our proposed products, if successfully developed, or (v) respond to competitionparticular potential Subscriber. As a result, there can be no assurance that we will be able to develop or maintain consistent revenue sources, or that our operations will be profitable and/or generate positive cash flowsYes. Any forecasts we make about our operations may prove The Platform is still in development and the Tokens are anticipated to be inaccuratemigrated to another publicly available blockchain network upon the launch of the Platform (a “MainNet Launch”). We must, among other things, determine appropriate risks, rewardsThe Platform is not expected to be fully operational until at least Q2 2021, and level the Tokens may not be immediately usable upon the MainNet Launch. You are dependent on the Company and members of investment in our product lines, respond the Company’s management team (“Management”) to economic deploy the Platform upon the MainNet Launch and market variables outside to successfully migrate the Tokens. Future and past performance of our control, respond to competitive developments and continue to attract, retain, and motivate qualified employeesprior projects is not indicative of future success. There can be no assurance that we the Company will successfully develop and then operate the Platform. No. There is no assurance that the (i) the technology associated with the Platform will function as intended; (ii) the Platform will be successful completed and functional when anticipated; (iii) the Platform will attract sufficient interest from key stakeholders and/or (iv) the Company will successfully migrate the Tokens sold to a new blockchain network upon the MainNet Launch for use on the Platform. The proposed Platform will rely heavily on technology services. Any unscheduled disruption in meeting these challenges our technology services, the underlying blockchain networks, or an interruption in the supply of electrical power could result in an immediate, and addressing such risks possibly substantial, loss of revenues due to a shutdown of the Platform. Such interruptions may occur as a result of, for example, a failure of our information technology or related systems, catastrophic events or rolling blackouts. Perhaps. The Tokens and the failure to do so could have a materially adverse effect on our business, results of operationsPlatform remain in development, and financial conditionthe Company is still planning and developing certain aspects of its products and strategic roadmap leading up to and following the MainNet Launch. Our prospects must The Company may be considered prevented from migrating the Tokens upon MainNet Launch or deploying the Platform in light the form contemplated at the time an Agreement is executed. Furthermore, as a project in part dependent on open source development, the Platform’s roadmap contemplates additional development by the Company and other third-party developers following the MainNet Launch to add additional functionality and make performance improvements as blockchain technology evolves. Accordingly, the terms and conditions of the risks, expenses, Tokens and difficulties frequently encountered by companies in the early stage Platform may be substantially different at the time of developmentthe MainNet Launch or after the MainNet Launch. As a result Holders of these risks, challenges, and uncertainties, the value of your investment could be significantly reduced or completely lost. If we are unable to successfully identify, develop, and commercialize any product candidates, or experience significant delays in doing so, our business, financial condition, and results of operations Tokens will be materially adversely affected. Our ability to generate revenue from sales of any of our product candidates, which we do not expect to occur for at least the next several years, if ever, will depend heavily on the timely and successful identification, development, regulatory approval, and eventual commercialization of any such product candidates, which may never occur. To date, we have not generated revenue from sales of any products, and we may never be able to develop, obtain regulatory approval for, or commercialize a marketable product. Before we generate any revenue from product sales of any of our current or potential future product candidates, we will need to manage preclinical, clinical, and manufacturing activities, including undertaking significant clinical development, obtain regulatory approval in multiple jurisdictions, establish manufacturing supply, including commercial manufacturing supply, and build a commercial organization, which will require substantial investment and significant marketing efforts. We may never receive regulatory approval for any of our product candidates, which would prevent us from marketing, promoting, or selling any of our product candidates and generating revenue. Our success depends on our ability to protect our intellectual property no voting rights and proprietary technologies, and we may not be able to protect our intellectual property rights throughout the world. Patent rights are generally national or regional rights. The filing, prosecution, maintenance, and defense of patent rights on our platform technologies and product candidates worldwide would be prohibitively expensive, and our intellectual property rights in some countries outside the United States may have a different scope and strength than do those in the United States. In addition, the laws conflicts of some foreign countries, particularly certain developing countries, do not protect intellectual property rights to the same extent as federal and state laws in the United States. Consequently, we may not be able to prevent third parties from practicing our intellectual property rights in all countries outside the United States or from making, using, selling, or importing products made using our intellectual property rights in and into the United States or other jurisdictions. Competitors may use our technologies in jurisdictions where we have not obtained intellectual property rights, including patent protection, to develop their own products and may also export otherwise infringing products to territories where we have intellectual property rights, including patent protection, but enforcement rights are not as strong as those in the United States. These products may compete interest with our products and our patent or other intellectual property rights may not be effective or adequate to prevent them from competing. The Company’s founders, directors and executive officers own or control a majority of the Company. Additionally, the holdings of the Company’s directors and executive officers may increase in the future upon vesting shareholders. Tokens will also have no other management or other maturation of exercise control rights under any of the options or warrants they may hold or in the future be granted or if they otherwise acquire additional interest in the Company. The interests of such persons may differ from Accordingly, Management will control decisions for the interests Company that in other companies would require stockholder or limited partner approval, including significant corporate transactions, or the election to liquidate or terminate the Company. Token holders will also have no liquidation rights, and upon any liquidation, bankruptcy or other dissolution of the Company’s other stockholdersCompany (or its parent entities), including purchasers of securities in Token holders will not be entitled to liquidation rights. Furthermore, the offering. As a result, in addition to their board seats and offices, such persons will have significant influence over and control all corporate actions requiring stockholder approval, irrespective of how the Company’s other stockholders, including purchasers in the offering, may voteCompany has no fixed termination date. The Token holders do not have the right to compel the Company may not be able to accomplish its public listing, and a market may not develop for redeem the SharesTokens. The Company is planning to become publicly listed within 12 months from the date hereof. However, there is no assurance that such public listing will ever occur or that a market will ever develop for the sale Holders of the Shares in either eventTokens will solely have a right to exchange the Tokens upon a Mainn Net Launch for xx coins via the Distribution Contract.