To the extent that we provide you with any documents indicating that their contents ARE confidential (“confidential materials”), you warrant, represent and undertake to keep the contents of such documents confidential. ANY DOCUMENTS, MARKETING MATERIALS OR CONFIDENTIAL MATERIALS PROVIDED ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, JAPAN, SOUTH AFRICA, CHINA, SOUTH KOREA OR ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL.
This website and any related documents, marketing materials or Confidential Materials (together, “Materials”) are solely for your information and for use in connection with the proposed offering of RiteCoin tokens (“Tokens”, and the offering of Tokens, the “Token Offering”). Nothing on this website or in any of the Materials may be copied, distributed, reproduced or passed on, directly or indirectly, in whole or in part, or disclosed by any recipient, to any other person (whether within or outside such person's organisation or firm) or published in whole or in part, for any purpose or under any circumstances.
By accessing this website (and attending any presentation, event or roadshow at which you receive similar information or Materials, if applicable), you warrant, represent, undertake and acknowledge that (i) you have read and agreed to comply with the limitations and restrictions herein including, without limitation, the obligation to keep the contents of any Confidential Materials provided confidential; (ii) you are able to receive the Materials without contravention of any applicable legal or regulatory restrictions; (iii) you (1) do not reside; (2) are not located; (3) do not have a place of business; and (4) are not conducting business (any of which makes a person “Resident”) in the state of New York or in any jurisdiction in which purchasing, selling, transferring or using the Tokens is prohibited by any applicable statutes, laws (including common laws), ordinances, rules, regulations, codes, orders (including any temporary, preliminary or permanent order, judgment, injunction, decree, ruling or other similar event or action), and government and regulatory agency orders or guidance (collectively, “Laws”); (iv) you are not a Resident of any state or country: (1) that requires entities engaged in business relating to cryptocurrency, cryptographic tokens, and crypto-databases to be licensed; or (2) where the sale or purchase of the Tokens would be unlawful; (v) you are not a Resident of the United States or a “U.S. person” within the meaning of Rule 902(k) under the US Securities Act; (vi) you are not a Resident of, established in, or otherwise operating from a jurisdiction that is subject to country-wide or territory-wide economic, financial, or trade sanctions, which at the time of this document include Cuba, Iran, North Korea, Syria, and the Crimea region; and (vii) you acknowledge that you understand the legal and regulatory sanctions attached to the misuse, disclosure or improper circulation of any contents of this website or of the Materials and that any failure to comply with the restrictions herein may constitute a violation of the securities Laws of any such jurisdiction. Any person into whose possession the Materials come should inform themselves about, and observe, any such restrictions.
YOU ACKNOWLEDGE AND AGREE THAT THE TOKENS ARE SECURITIES UNDER THE UNITED STATES SECURITIES LAWS. SUCH SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THE SECURITIES, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITIES, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE DATE ON WHICH SUCH SECURITIES WERE FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S AND THE CLOSING DATE OF THE SECURITIES LAST OFFERED AND SOLD HEREBY, ONLY (A) TO THE ISSUER OF THE TOKENS (“RITECOIN”) OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT OF 1933, SUBJECT TO RITECOIN’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO RITECOIN OR RITECOIN’S AGENT. BY ITS ACQUISITION HEREOF, THE HOLDER OF THE SECURITIES REPRESENTS THAT IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF RULE 902 OF REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933) NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. ANY TRANSFER OF THIS SECURITY THAT IS NOT MADE IN COMPLIANCE WITH THESE PROVISIONS MAY BE VOIDED BY RITECOIN.
The contents of the website and Materials are being supplied to you solely for your information and do not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation or any offer to buy or subscribe for or otherwise acquire, Tokens in any jurisdiction, or an inducement to enter into investment activity. This website and the Materials do not purport to contain all of the information that may be required to evaluate any investment in the Tokens and should not be relied upon to form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. This website and the Materials are intended to present background information on RiteCoin, its business and the industry in which it operates and is not intended to provide complete disclosure upon which an investment decision could be made. Any investment decision should be made solely on the basis of the purchase agreement and any relevant offering materials referenced therein in relation to the proposed Token Offering. The merit and suitability of an investment in the Tokens should be independently evaluated and any person considering such an investment in the Tokens is advised to obtain independent advice as to the legal, tax, accounting, financial, credit and other related advice prior to making an investment.
RiteCoin has not made any final decision whether to proceed with any offering of the Tokens. Any such offering will be based exclusively on the purchase agreement and the relevant offering materials referenced therein (including any amendment or supplement thereto) prepared for that purpose. Such purchase agreement and the relevant offering materials referenced therein will supersede all information provided to you before the date of the purchase agreement and the relevant offering materials referenced therein. Any purchase of or subscription for the Tokens should be made solely on the basis of the information contained in the purchase agreement and the relevant offering materials referenced therein relating to the Tokens.
The information and opinions presented or contained on this website and the Materials (including any forward-looking statements) speak as of the date hereof (unless otherwise stated) and are subject to updating, revision, verification and amendment without notice and such information may change materially. In particular, certain unaudited financial information contained herein related to RiteCoin (along with any subsidiaries) is expected to be audited prior to the publication of any final purchase agreement and relevant offering materials referenced therein by RiteCoin in connection with the Token Offering. Neither RiteCoin nor its respective affiliates or advisers or any other person intend to, or are under an obligation to, correct, update or keep current the information contained on this website and in any Materials or to publicly announce or inform you of the result of any revision to the statements made herein except where they would be required to do so under applicable Law. The website and Materials are made on the express understanding that it does not contain all information that may be required to evaluate RiteCoin or the Tokens. No part of this website, nor the fact of the distribution of Materials, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision relating thereto, nor does it constitute a recommendation regarding the Tokens. The information and opinions on this website and contained in Materials are not based upon a consideration of your particular investment objectives, financial situation or needs. This website and the Materials do not constitute an audit or due diligence review and should not be construed as such nor have they been approved by any regulatory or supervisory body. You must make your own independent assessment and investigations as you deem necessary. You may wish to seek independent legal, regulatory, accounting, tax and such professional advice as appropriate with regards to the contents of this website and any Materials.
This website, and any Materials may contain forward-looking statements. The words "expect", "anticipate", "intends", "plan", "estimate", "aim", "forecast", "project" and similar expressions (or their negative) identify certain of these forward-looking statements. These forward-looking statements are statements regarding RiteCoin’s intentions, beliefs or current expectations concerning, among other things, RiteCoin's results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which RiteCoin operates. To the extent that any such statements are contained either on the website, or in any Materials, these forward-looking statements are based on numerous assumptions regarding RiteCoin’s present and future business strategies and the environment in which RiteCoin will operate in the future. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of RiteCoin to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond RiteCoin's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as RiteCoin 's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which RiteCoin operates or in economic or technological trends or conditions. Past performance should not be taken as an indication or guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance. Some of the information is still in draft form and will only be finalised, if legally verifiable, at the time of the final purchase agreement and the relevant offering materials referenced therein. RiteCoin disclaims any obligation or undertaking to release any updates or revisions to these forward-looking statements to reflect any change in RiteCoin's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based after the date of this document or to update or to keep current any other information contained in this website and any Materials. Accordingly, undue reliance should not be placed on the forward-looking statements, which speak only as of the date of them having been made.