NOTICE TO U.S.A. RESIDENTS
THE OFFER AND SALE OF THIS “SECURITY” INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “
SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

NOTICE TO RESIDENTS OF CANADA

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT THE ISSUER BECOMES A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.

NOTICE TO RESIDENTS OF CHINA

THE RIGHTS ARE NOT BEING OFFERED OR SOLD AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE PEOPLE’S REPUBLIC OF CHINA (FOR SUCH PURPOSES, NOT INCLUDING THE HONG KONG AND MACAU SPECIAL ADMINISTRATIVE REGIONS OR TAIWAN), EXCEPT AS PERMITTED BY THE SECURITIES AND OTHER LAWS AND REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA

NOTICE TO RESIDENTS OF THE UNITED KINGDOM

IN THE UNITED KINGDOM THIS DOCUMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT (AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH): (i) INVESTMENT PROFESSIONALS (WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE ‘‘FPO’’)); (ii) PERSONS OR ENTITIES OF A KIND DESCRIBED IN ARTICLE 49 OF THE FPO; (iii) CERTIFIED SOPHISTICATED INVESTORS (WITHIN THE MEANING OF ARTICLE 50(1) OF THE FPO); AND (iv) OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS ‘‘RELEVANT PERSONS’’).

THIS DOCUMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON. ANY INVESTMENT TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO (AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH) RELEVANT PERSONS. THIS DOCUMENT IS DIRECTED ONLY AT RELEVANT PERSONS AND PERSONS WHO ARE NOT RELEVANT PERSONS SHOULD NOT TAKE ANY ACTION BASED UPON THIS DOCUMENT AND SHOULD NOT RELY ON IT. IT IS A CONDITION OF YOU RECEIVING AND RETAINING THIS DOCUMENT THAT YOU WARRANT TO THE COMPANY, ITS DIRECTORS, AND ITS OFFICERS THAT YOU ARE A RELEVANT PERSON.

SIA “GREENRED” 

(Simple Agreement for Future Coins/Tokens)

THIS CERTIFIES THAT in exchange for the payment by the undersigned purchaser (the “Purchaser”) of the Purchase Amount on or about October 31, 2017 (the “Effective Time”), IAMHERO Inc.., a California Company (the “Company”), hereby issues to the Purchaser the right (the “Right”) to certain units of IAHC (the “COIN” or “IAHC”), subject to the terms set forth below.

This ICO is issued as part of a series of ICOs designated by the ICO Series above and issued in a series of multiple closings to certain persons and entities. All Coins acquired pursuant to this ICO shall be subject to the Use Restriction. The Coins shall vest and cease to be subject to the Use Restriction, such that all Coins acquired pursuant to this ICO shall be fully vested at the end of the Vesting Period (as measured starting from the Platform Launch). “Use Restriction” means the general prohibition on the Purchaser’s ability to sell, transfer, exchange or otherwise disposes of the Coins until such Coins are vested as provided herein.

  1. Events

(a) Platform Launch. If there is a Platform Launch before the expiration or termination of this instrument, the Company will issue to the Purchaser a number of units of the Coin equal to the Purchase Amount divided by the lower of the Purchase Price or, if applicable, the Discount Price.

In connection with, as a condition to, and prior to the issuance of Coins by the Company to the Purchaser pursuant to this Section 1(a):

(i) The Purchaser will execute and deliver to the Company any and all other transaction documents related to this ICO as are reasonably requested by the Company, including verification of accredited investor status or non-U.S. person status under the applicable securities laws; and

(ii) The Purchaser will provide to the Company a network address to which Purchaser's Coins will be sent after the Platform Launch.

(b) Dissolution Event. If there is a Dissolution Event before this instrument expires or terminates, the Company will pay an amount equal to the Purchase Amount (the “Returned Purchase Amount”), due and payable to the Purchaser immediately prior to, or concurrent with, the consummation of the Dissolution Event, to the extent funds are available and prior to paying any amounts to any equity holders of the Company. If immediately prior to the consummation of the Dissolution Event, the assets of the Company that remain legally available for distribution to the Purchaser and all holders of all other ICOs (the “Dissolving Purchasers”), as determined in good faith by the Company’s board of directors, are insufficient to permit the payment to the Dissolving Purchasers of their respective Returned Purchase Amounts, then the remaining assets of the Company legally available for distribution will be distributed with equal priority and pro rata among the Dissolving Purchasers in proportion to the Returned Purchase Amounts they would otherwise be entitled to receive pursuant to this Section 1(b). Any distributed amounts shall be in U.S. Dollars.

(c) Termination. This instrument will expire and terminate upon the earlier of (i) the issuance of Coins to the Purchaser pursuant to Section 1(a); (ii) the payment, or setting aside for payment, of amounts due the Purchaser pursuant to Section 1(b); or (iii) November 2, 2019 (the “Deadline Date”), if the Platform Launch has not occurred as of such date; provided that, the Company shall have the right to extend the Deadline Date by sixty (60) days, in its sole discretion; provided, that in the case of (iii), the Company shall have the obligation to repay to the Purchasers the aggregate amount of all Purchase Amounts.

  1. Definitions

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

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

Laws” means laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees.

Person” means individual or legal entity or person, including a government or political subdivision or an agency or instrumentality thereof.

Platform Launchthe bona fide public release of a fully functioning and secure IAMHERO.IO Platform.

ICO” means an agreement containing a future right to units of Coins purchased by Purchasers, similar in form and content to this agreement, which a significant portion of the amount raised under the ICOs will be used to fund the Company’s development of a decentralized information exchange Platform that enables entities to spend and earn IAMHERO (the “IAMHERO.IO Platform”).

  1. Company Representations

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.

(b) The execution, delivery and performance by the Company of this instrument is, to the Company’s knowledge, within the power of the Company and, other than with respect to the actions to be taken when Coins are to be issued to the Purchaser, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, , or (ii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation, individually, or together with all such violations, could reasonably be expected to have a material adverse effect on the Company.

(c) To the knowledge of the Company, the performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company as currently in effect; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.

(d) To the knowledge of the Company, no consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; and (ii) any qualifications or filings under applicable securities laws.

(f) THE COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE COINS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (iii) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PURCHASER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE COMPANY, OR ANY OTHER PERSON ON THE COMPANY'S BEHALF.

  1. Purchaser Representations

(a) The Purchaser has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

(b) The Purchaser has been advised that this instrument is a security and that the offers and sales of this instrument have not been registered under any country’s securities laws and, therefore, cannot be resold except in compliance with the applicable country’s laws. The Purchaser is purchasing this instrument for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.

(c) The Purchaser enters into this ICO with the predominant expectation that (i) he, she or it, as the case may be, will profit upon the successful development and Platform Launch arising from the efforts of the Company and its employees to develop and market the IAMHERO.io Platform, the Platform Launch and related sale of the Coins; and (ii) the Company will make actual delivery of the Coins to the Purchaser upon the Platform Launch.

(d) The Purchaser hereby has sufficient knowledge and experience in business and financial matters to be able to evaluate the risks and merits of its purchase of this ICO and of the Coins and is able to bear the risks thereof. The Purchaser is aware of Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire this ICO. The Purchaser understands that the Coins involve risks, all of which the Purchaser fully and completely assumes, including, but not limited to, the risk that (i) the technology associated with the Platform will not function as intended; (ii) the Platform and Platform Launch will not be completed; (iii) the Platform will fail to attract sufficient interest from key stakeholders; and (iv) the Company and/or the Platform may be subject to investigation and punitive actions from Governmental Authorities. The Purchaser understands and expressly accepts that the Coins will be created and delivered to the Purchaser at the sole risk of the Purchaser on an “AS IS” and “UNDER DEVELOPMENT” basis. The Purchaser understands and expressly accepts that the Purchaser has not relied on any representations or warranties made by the Company outside of this instrument, including, but not limited to, conversations of any kind, whether through oral or electronic communication, or any white paper. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PURCHASER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY COINS AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY THE COMPANY, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE COINS.

(e) The Purchaser understands that Purchaser has no right against the Company or any other Person except in the event of the Company’s breach of this instrument or intentional fraud. THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS INSTRUMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO THE COMPANY PURSUANT TO THIS INSTRUMENT. NEITHER THE COMPANY NOR ITS REPRESENTATIVES SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS INSTRUMENT.

(f) The Purchaser understands that Purchaser bears sole responsibility for any taxes as a result of the matters and transactions the subject of this instrument, and any future acquisition, ownership, use, sale or other disposition of Coins held by the Purchaser. To the extent permitted by law, the Purchaser agrees to indemnify, defend and hold the Company or any of its affiliates, employees or agents (including developers, auditors, contractors or founders) harmless for any claim, liability, assessment or penalty with respect to any taxes (other than any net income taxes of the Company that result from the issuance of Coins to the Purchaser pursuant to Section 1(a) of the instrument) associated with or arising from the Purchaser’s purchase of Coins hereunder, or the use or ownership of Coins.

  1. Procedures for Purchase of Rights and Valuation of Purchase Amount.

(a) The Company will accept payment for the Right purchased under this
ICO in Ether ( ETH). Purchaser shall make the required payment to the Company in consideration for Purchaser’s purchase of the Right pursuant to the ICO through the procedures set forth on IAMHERO.io.

 

  1. Arbitration; Waiver of Class Action..

If you have a dispute with the Company, we will attempt to resolve any such disputes through our support team. If we cannot resolve the dispute through our support team, you and Company agree any dispute, controversy or claim arising out of or relating to this ICO, or the breach, termination or invalidity thereof, shall be settled by final, binding arbitration in accordance with Part IV (International Arbitration) of the Riga Arbitration and the Arbitration Rules of the Riga Arbitration Rules as at present in force and you and Company hereby expressly waive trial by jury and right to participate in a class action lawsuit or class-wide arbitration. The arbitration shall be conducted by a single, neutral arbitrator, shall take place in Riga and shall be administered by Riga Arbitration Rules in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award, including costs and attorneys' fees when authorized by law, and the arbitral decision may be enforced in any court. The arbitrator’s award shall be final and binding and there shall be no appeal.

  1. Miscellaneous

(a) This instrument sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral of written, between them. This instrument is one of a series of similar instruments entered into by the Company from time to time. Any provision of this instrument may be amended, waived or modified only upon the written consent of the Company and the holders of a majority, in the aggregate, of the Purchase Amounts paid to the Company with respect to all ICOs outstanding at the time of such amendment, waiver or modification.

(b) Any notice required or permitted by this instrument will be deemed sufficient when sent by email to the relevant address listed on the signature page, as subsequently modified by written notice received by the appropriate party.

(c) The Purchaser is not entitled, as a holder of this instrument, to vote or receive dividends or be deemed the holder of capital stock of the Company for any purpose, nor will anything contained herein be construed to confer on the Purchaser, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise.

(d) Neither this instrument nor the rights contained herein may be assigned, by operation of law or otherwise, by either party without the prior written consent of the other; and provided, further, that the Company may assign this instrument in whole, without the consent of the Purchaser, in connection with a reincorporation to change the Company’s domicile.

(e) In the event any one or more of the provisions of this instrument is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this instrument operate or would prospectively operate to invalidate this instrument, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this instrument and the remaining provisions of this instrument will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.

(f) All rights and obligations hereunder will be governed by the laws of Riga, without regard to the conflicts of law provisions of such jurisdiction.

(g) Each of the Company and the Purchaser agree to treat this instrument as a forward contract for all income tax purposes, and will not take any position on any tax return, report, statement or other tax document that is inconsistent with such treatment, unless otherwise required by a change in law occurring after the date hereof, a closing agreement with an applicable tax authority or a final non-appealable judgment of a court of competent jurisdiction.

(h) The Purchaser shall, and shall cause its affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably requested by Company to carry out the provisions of this instrument and give effect to the transactions contemplated by this instrument, including, without limitation, to enable the Company or the transactions contemplated by this instrument to comply with applicable laws.

(i) The Company shall not be liable or responsible to the Purchaser, nor be deemed to have defaulted under or breached this instrument, for any failure or delay in fulfilling or performing any term of this instrument, including without limitation, launching the Platform or consummating the Platform Launch, when and to the extent such failure or delay is caused by or results from acts beyond the affected party's reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, or other civil unrest; (d) Law; or (e) action by any Governmental Authority.

 

IN WITNESS WHEREOF, the undersigned have caused this instrument to be duly executed and delivered.

IAMHERO INC

By: IAMHERO INC.

 

Certain Risk Factors Relating to Purchase, Sale, and Use of Coins  

IMPORTANT NOTE:.THE COMPANY EXPRESSLY DISCLAIMS

ANY AND ALL RESPONSIBILITY FOR ANY DIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER ARISING DIRECTLY OR INDIRECTLY FROM: (I) RELIANCE ON ANY INFORMATION CONTAINED THE WHITEPAPER AND ALL ASSOCIATED MATERIALS, INCLUDING THIS DOCUMENT, (II) ANY ERROR, OMISSION OR INACCURACY IN ANY SUCH INFORMATION OR (III) ANY ACTION RESULTING FROM SUCH INFORMATION.  

By purchasing, owning, and using Coins, you expressly acknowledge and assume the following risks: 

  1. General Suitability of Coin Purchase

The purchase of Coins from the Company is only suitable for financially sophisticated persons who are capable of evaluating the merits and risks of such a purchase, or other persons who have been professionally advised with regard to Coin purchase, and who have sufficient financial resources to be able to bear any losses that may arise therefrom (which may be equal to the whole amount spent in connection with the Coin purchase). Such a purchase should not be seen as an investment or a financial asset. 

  1. Risk of Losing Access to Coins Due to Loss of Private Key(s), Custodial Error or Purchaser Error

A private key, or a combination of private keys, is necessary to control and dispose of Coins stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing Coins will result in loss of such Coins. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your Coins. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store Coins, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of you Coins. Additionally, your failure to follow precisely the procedures set forth for buying and receiving Coins, including, for instance, if you provide the wrong address for the Purchaser Address, or provides an address that is not ERC-20 compatible, may result in the loss of your Coins.  

  1. Risks Associated with the Ethereum Protocol

Because Coins and the Platform are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the Platform or Coins. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Coins and the Platform, including the utility of the Coins for obtaining Services, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.  

  1. Risk of Mining Attacks

As with other decentralized cryptographic Coins based on the Ethereum protocol, the Coins are susceptible to attacks by miners in the course of validating Coin transactions on the Ethereum 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 Platform and the Coins, including, but not limited to, accurate execution and recording of transactions involving Coins.  

  1. Risk of Hacking and Security Weaknesses

Hackers or other malicious groups or organizations may attempt to interfere with the Platform or the Coins in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Platform is based on opensource software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Platform, which could negatively affect the Platform and the Coins, including the utility of the Coins for obtaining Services. Hackers or other malicious groups of organizations may also attempt to get access to private keys or other access credentials in the Wallet or any other wallet, vault, or other storage mechanism used to receive and hold Coins. As the result, the Coins may be lost forever.

  1. Risks Associated with Markets for Coins/Tokens

The Coins are intended to be used solely within the Platform, and Company will not support or otherwise facilitate any secondary trading or external valuation of Coins. This restricts the contemplated avenues for using Coins to the provision or receipt of Services, and could therefore create illiquidity risk with respect to the Coins you own. Even if secondary trading of Coins is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third-parties do ascribe an external exchange value to Coins (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.  

  1. Risk of Uninsured Losses

Unlike bank accounts or accounts at some other financial institutions, Coins are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer, such as the Federal Deposit Insurance Corporation, or private insurance arranged by Company, to offer recourse to you.  

  1. Risks Associated with Uncertain Regulations and Enforcement Actions

The regulatory status of the Coins and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Platform and the Coins. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Platform and the Coins. Regulatory actions could negatively impact the Platform and the Coins in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of the Coins constitutes unlawful activity or that the Coins are a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the purchase, sale and delivery thereof. Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.  

  1. Risks Arising from Taxation

The tax characterization of Coins is uncertain. You must seek your own tax advice in connection with purchasing Coins, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.  In addition, the proceeds of the Coin sale (which include any moneys that purchaser has paid for the Coins) may be taxable to the Company, which may adversely affect financial resources available to the Company, Company’s business and the Company's ability to achieve its business objectives.

  1. Risk of Competing Platforms

It is possible that alternative Platforms could be established that utilize the same open source code and protocol underlying the Platform and attempt to facilitate services that are materially similar to the Services. The Platform may compete with these alternatives, which could negatively impact the Platform and Coins, including the utility of the Coins for obtaining Services.  

  1. Risk of Insufficient Interest in the Platform or Distributed Applications

It is possible that the Platform will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed Platforms (such as the Platform) more generally. Such a lack of use or interest could negatively impact the development of the Platform and therefore the potential utility of the Coins, including the utility of the Coins for obtaining Services.  

  1. Risks Associated with the Development and Maintenance of the Platform

The Platform is still under development and may undergo significant changes over time. Although Company intends for the Coins and Platform to function as described in the Whitepaper, and intends to take commercially reasonable steps toward those ends, Company may have to make changes to the specifications of the Coins or Platform for any number of legitimate reasons. Moreover, Company has no control over how other participants will use the Platform, what products or services will be offered through the Platform by third parties, or how third-party products and services will utilize Coins (if at all). This could create the risk that the Coins or Platform, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, despite Company’s good faith efforts to develop and participate in the Platform, it is still possible that the Platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Platform and Coins, and the potential utility of the Coins, including the utility of the Coins for obtaining Services.  

  1. Risk of an Unfavorable Fluctuation of ETH, If the value of ETH, or other coins fluctuates unfavorably during or after the Coin sale, the Company team may not be able to fund development, or may not be able to develop or maintain the Platform in the manner that it intended. In addition to the usual market forces, there are several potential events which could exacerbate the risk of unfavorable fluctuation in the value of ETH or other coins, including another DAO-like attack on the Ethereum network, or significant security incidents or market irregularities at one or more of the major cryptocurrency exchanges.

 

  1. Risk of Dissolution of the Company or Platform

It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of ETH, or ICOCOIN (or other cryptographic and fiat currencies), decrease in the Coins’ utility (including their utility for obtaining Services), the failure of commercial relationships, or intellectual property ownership challenges, the Platform may no longer be viable to operate or the Company may dissolve.  

  1. Risks Arising from Lack of Governance Rights

Because Coins confer no governance rights of any kind with respect to the Platform or the Company, all decisions involving the Company’s products or services within the Platform or the Company itself will be made by the Company at its sole discretion, including, but not limited to, decisions to discontinue its products or services in the Platform, to create and sell more Coins for use in the Platform, or to sell or liquidate the Company. These decisions could adversely affect the Platform and the utility of any Coins you own, including their utility for obtaining Services.  

  1. Regulatory Risks

The Company, and by extension the Platform, is subject to a variety of federal, state and international laws and regulations, including those with respect to privacy and data protection, consumer protection, data security, and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting the Platform could be enacted, which could impact the utility of the Coins in the Platform. Additionally, the Platform participants are subject to industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact the Platform and the Coins, including the Coins’ utility for obtaining Services. 

Also, changes in laws or regulations governing the Company's operations may adversely affect its business. Any change in the Company's tax status, or in taxation legislation in the United States or elsewhere, could affect the value of its financial holdings, its business and the Company's ability to achieve its business objective. Prospective purchasers are urged to consult their tax advisers with respect to their particular tax situations and the tax effects of the purchase of Coins from the Company.

  1. Operational Risks

The Company is a young company and the growth of the team and its capabilities may take longer than expected to result in the intended usefulness for the Coins. The Coins are just one product in a highly competitive market, and broad adoption by other users and developments by technology partners may take longer than expected. The usefulness of the Coins depends on the extent of widespread adoption of the offered technology by the marketplace.  

  1. Risk of Lack of Adoption

The success of the Platform, Services, and Coins is dependent in large part to the adoption of the Platform, Services, and underlying technology by users. It is possible that users do not adopt or use the Platform. Such lack of use or interest could negatively impact the development of the Platform and therefore the potential utility of the Coins, including the utility of the Coins for obtaining Services. 

  1. Technology Risks

The Coins are intended to represent a new capability on emerging technology that is not fully proven in use. As the technology matures, new capabilities may dramatically alter the usefulness of the Coins or the ability to use or sell them. The functionality of the Coins is complex, will require enhancements and product support over time, and full functionality may take longer than expected. The full functionality of the Coins is not yet complete and no assurance can be provided of such completion. 

  1. Unanticipated Risks

Cryptographic Coins such as the Coins are a new and untested technology. In addition to the risks included in this document, there are other risks associated with your purchase, possession, and use of the Coins, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this document.

  1. Forward Looking Statements

The Company’s Coin sale whitepaper and the documents attached thereto or associated wherewith contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.  These forward-looking statements are based on current expectations, estimates and projections about our industry, Company management’s beliefs, and assumptions made by Company management. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements.  These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any forward-looking statements. The risks and uncertainties include those noted in “Risk Factors” above and in the exhibits.  We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent that we are required to do so by law.