Terms of Purchase

By filing this form and clicking on submit you agree to the following terms which shall also govern your purchase of
5ire Tokens going forward.Please read these carefully as you agree to be bound by these terms including Annexure I
upon your clicking of “I accept”.

We represent and warrant to you that:

• 1. The Company is duly incorporated, validly existing and in good standing under law, and the Company has the power and authority to issue and sell the Tokens and carry on its business as now conducted.
• 2. The execution, delivery, and performance by us of these terms is within our powers and these terms constitutes a legal, valid,and binding obligation of the Company, enforceable against us in accordance with its terms, except as limited by bankruptcy, dissolution, 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 articles of association, (ii) any material statute, rule or regulation applicable to the Company, or (iii) any material indenture or contract to which the Company is a party or by which it is bound,where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a Material Adverse Effect on the Company.  
•  3. To our knowledge, the performance andconsummation of the transactions contemplated by these terms do not and willnot: (i) violate any material judgment, statute, rule or regulation applicableto us; (ii) result in the acceleration of any material indenture or contract towhich we are a party or by which it is bound; or (iii) result in the creationor imposition of any lien upon any property, asset or revenue of the Company orthe suspension, forfeiture, or nonrenewal of any material permit, licence orauthorization applicable to the Company, its business or operations.
• 4. To its knowledge, the Company owns or possesses(or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licences, information, processes, and other Intellectual Property Rights necessary for its business as now conducted and as currently proposed to be conducted, without an infringement of the rights of others.
• 5. To the fullest extent permitted by applicable laws, the company makes no warranty whatsoever with respect to the 5ire Tokens,including any (i) warranty of merchantability; (ii) warranty of fitness for a particular purpose; (iii) warranty of title; or (iv) 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 other wise.  Except as expressly set forth herein, the 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.

You represent and warrant to us that:

•  6. You have satisfied yourself as to the full observance of the Laws of your jurisdiction in connection with the purchase and ownership of the Tokens.
•  7. You have read and understood all the terms given here, including the risks as set out in Annexure I, the Tokenomics, Website, and any other Company Documents. You further acknowledge and consent that the Website may undergo amendments at our sole and absolute discretion during the time leading up to the conclusion of the vesting period and you accept the obligation to promptly read all updates to the Website. The Website and other Company Documents are available for information purpose only and do not form part of this Agreement.  
• 8. You understand that the purchase of the 5ire Tokens involves risks, all of which you fully and completely assume, including, but not limited to, the risks (i) that the technology associated with the Platform will not function as intended; (ii) that the Platform launch will not be completed; (iii) that the Platform will fail to attract sufficient interest from key stakeholders; (iv) that the Company and/or the Platform may be subjectto investigation and punitive actions from Governmental Authorities; and (v) asset out in Annexure I.  You understand and expressly accept that the Tokens will be delivered to you at your sole risk on an “as is” and “under development” basis. You understand and expressly accept that you have not relied on any representations or warranties made by us outside of these terms, including but terms, agreements, letters or conversations of any kind, whether through oral or electronic communication.  
• 9. Without limiting the generality of the foregoing, you assume all risk and liability for the results obtained by the use of the tokens and regardless of any oral or written statements made by us by way of technical advice or otherwise, related to the use of the tokens.  
• 10. You acknowledge that: (A) the 5ire Tokens do not have any intrinsic value and may never recover any cash, virtual asset or other assets which are used directly or indirectly to acquire the 5ire Tokens;and (B) the Company gives no guarantees whatsoever on the value of the Tokens which may be highly volatile and could reduce to zero.
•  11. You acknowledge and agree that: (A) you are familiar with all related regulations in the specific jurisdiction in which you are based and that acquiring the 5ire Tokens (through purchase or otherwise) in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind; (B) no Governmental Authority or other regulatory authority has examined or approved of the information set out on the Website or in any Company Documents in connection with the 5ire Tokens; (C) you will not use the 5ire Tokens if such use would constitute a public offering of any kind in any country or jurisdiction where any approvals, consents, or compliance for that purpose is required under relevant Laws; (D) the distribution or any information related to the 5ire Tokens or any use of the 5ire Tokens by you, is not prohibited or restricted by applicable Laws in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and risk without ability to us; and (E) you will ensure that no obligations are imposed on us in any such jurisdiction as a result of any of the actions taken by you.
•  12. You have sufficient knowledge and experience in business and financial matters to be able to evaluate the risks and merits of its purchase of the 5ire Tokens and are able to bear the risks thereof,including those set out in Annexure I. You have acquired sufficient information about us to reach an informed and knowledgeable decision to execute these terms.
• 13. You recognise that nothing in these terms nor the purchase of the 5ire Tokens (i) provides you with any claim whatsoever with respect to us, any entity in the Group, our Affiliates or its or their respective assets, (ii) provides you with any ownership or economic interest whatsoever in the Company, any entity in the Group, or any Affiliate of the Company, (iii) provides you with any management rights in the Company, any entity in the Group, or any Affiliate of the Company, or (iv) provides you, in relation to the Company, any entity in the Group, or any Affiliate of the Company,with any rights of a member or shareholder, any right to vote for the election of directors or upon any matter submitted to members or shareholders 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, or to receive any dividend or other distribution.
• 14. You understand that all liability and responsibility to issue the 5ire Tokens lies with the Company and you shall release and forever discharge any other entities in the Group or the Company’s Affiliates from any and all claims, suits,actions, causes of action, liabilities, obligations, damages, losses, costs,costs orders, reserved costs orders, and expenses of whatsoever nature that you have, or may have had now or in the future against any such entities save for the Company. Any claim arising out of this Agreement, or your purchase of the 5ire Tokens may only be brought against the Company or the Platform you purchase the 5ire Tokens from.
• 15. You understand that you bear sole res ponsibility for any taxes as a result of the matters and transactions that are the subject of these terms, and any future acquisition, ownership, use,sale or other disposition of the 5ire Tokens held by you.  To the extent permitted by Laws, you agree to indemnify, defend and hold us, the Company, entities in its Group, its Affiliates, and their respective directors, officers, shareholders, employees,agents, successors and assigns (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 the 5ire Tokens to you or the use or ownership of the 5ire Tokens).
•  16. You acknowledge and agree that the 5ire Tokensare not construed, interpreted, classified or treated as:

• 17. The funds, including any virtual assets that you used to purchase 5ire Tokens, are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and you will not use the 5ire Tokens to finance, engage in, or other wise support any unlawful activities.
• 18. All payments made by you have been made only in your name, from a Wallet not located or hosted in a country or territory that has been designated as a high-risk or “non-cooperative country or territory” by the Financial Action Task Force, an “uncooperative tax haven” by the Organisation for Economic Co-operation and Development, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such Laws may be amended from time to time.
• 19. To the extent required by applicable Laws in your jurisdiction, you comply with all AML/CFT requirements.  You shall not use the proceeds of any criminal or illegal activity or money laundering activity to purchase the 5ire Tokens and shall not purchase the Tokens for any illegal purpose under the Laws of any jurisdiction.
• 20.Neither you nor any person having a direct or indirect beneficial interest in you or the 5ire Tokens being being acquired by you, or any person for whom you are acting as an agent or nominee in connection with the use of the 5ire Tokens (aside from the purchase of them), are the subject of sanctions administered or enforced by any intergovernmental organization, country or Governmental Authority (collectively, “Sanctions”) or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.
• 21. You are responsible for implementing reasonable measures for securing, if applicable, your virtual asset wallet, vault or other storage mechanism used to receive and hold the 5ire Tokens, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s).  If the private key(s) or other access credentials are lost, you may lose access to the 5ire Tokens. We are not responsible for any such losses and you hereby release and agree to hold us harmless for any loss of the 5ire Tokens that occurs due to your inability to access your storage mechanism for the 5ire Tokens.
• 22. You acknowledge and agree that in the event that we have reason to believe that you do not satisfy our KYC, KYT, AML/CFT or Sanctions processes or we suspect at our discretion that you have any connections with money laundering, terrorism financing, or any other illegal activity, or we suspect that you are engaged in conduct that violates any law,involves harassment or discrimination, morality or goes against public sentiment, or of a nature with reflects or could reflect materially and unfavourably upon our reputation, we have the right to terminate these terms and refuse or reject the transfer of any 5ire Tokens to you.
• 23. You confirm that you have used reasonable endeavours to conduct due diligence on the matters on which you have supplied information to us and undertake to, as soon as practicable, notify and update us in writing of any development or change in circumstance which may have a material effect on any of the matters pertaining to us referred to in this section 22 or to any information that you have previously provided to us.
• 24. Under no circumstances shall the Company, its officers, Affiliates, or agents be liable for any consequential, incidental,indirect, economic or punitive damages, or loss of profit even if advised of the possibility of such damages and regardless of whether such damages were foreseeable.  The company’s aggregate liability arising out of or related to these terms or your purchase of the 5ireTokens, whether arising out of or related to breach of contract, tort or otherwise, shall not exceed the total of the amounts paid to us pursuant to your purchase.  
• 25. To the fullest extent permitted by applicable Laws, you will indemnify, defend, and hold harmless and reimburse us, our Affiliates, and our respective directors, officers, agents, contractors,employees, shareholders, successors and assigns from and against any and all actions, proceedings, claims, damages, demands and actions (including without limitation fees and expenses of counsel), incurred by us arising from or relating to: i. your breach of or violation of these terms; ii. violation of any applicable laws in relation to your purchase or participation in this sale;iii. your violation of any rights of any other person or entity; iv. your provision of false, incomplete or misleading information (including, without limitation, citizenship, residency, nationality or place of incorporation); v.any enquiries or enforcement actions by relevant regulatory or supervisory Governmental Authorities directed at you or in relation to your participationin the sale or use of the tokens; vi. your failure to secure a storagemechanism to receive or hold the 5ire Tokens; and/or vii. any act or omissionby you that is negligent, unlawful or constitutes wilful misconduct.  
• 27. The amount paid by you to is entirely non–refundable. Any refund of the purchase price done as a part of applicable Laws shall be less network fees at the time of payment or refund, whichever would result in a lower value of the refund (as the same may be conclusively determined by us).  No interest will accrue on the value of any refund and we shall be entitled to charge a processing fee not exceeding 15% of the refund amount.

Miscellaneous

• 28. These terms shall be governed in all respects, including as to validity, interpretation, and effect, by the Laws of the Jurisdiction without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the Laws of another jurisdiction.
• 29. You may not assign any rights and obligations hereunder without our prior written consent. Any transfer or assignment in violation of this clause will be void. Notwithstanding anything contained herein, these terms and the rights and/or obligations contained herein may be assigned and/or novated without your consent by us to any Affiliate of ours, or to any member, officer or director of ours (including without limitation any assignment or novation in connection with a reincorporation to change the Company’ domicile). You hereby give express upfront consent to any such assignment or novation by us of these terms, and (if advised to be appropriate by the Company’s counsel) agrees to execute all documents and/or take all steps required by the Company in order to give effect to this Clause. Subject to the foregoing, these terms, and the rights and obligations of the Parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.
• 30. In case of any dispute the parties shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with these terms, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (a “Dispute”).  If a dispute arises, you must, within ten days of such a dispute arising, send a notice to us clearly specifying every aspect of the Dispute, and setting out its nature and full particulars. In case you do   not receive a response within thirty (30) business days, you must send another notice to the Company via email, specifying every aspect of the Dispute and proposing possible resolutions. Once acknowledged by the Company, the Company shall attempt in good faith to resolve the Dispute. If the Company fails to resolve the Dispute within a period of sixty (60) business days, you may initiate arbitration proceedings as given here - You may refer the dispute for final resolution through binding arbitration administered by the London Court of International Arbitration (the “LCIA”) in accordance with the LCIA rules in force at the time of the commencement of the arbitration. The seat of arbitration shall be London. The language of the arbitration shall be English. The number of arbitrators shall be one (1). We retain the right to bring any dispute or suit against you in any venue or court of competent jurisdiction, including the obtaining of injunctive relief in the courts of any jurisdiction, as determined in our sole discretion.
• 31. If any provision of these terms are determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.  
• 32. The Purchaser agree and acknowledge that all agreements, notices, disclosures and other communications that the Company provides to you in connection with these terms or in connection with or related to your purchase of these tokens, including these terms may be provided by the Company, in our sole discretion, to you, in electronic form.  Unless the context of these terms require otherwise, you agree and understand that all communication with you will be via email. You acknowledge and understand that this is the only authorised way to contact us. You agree to keep your email address up-to-date and immediately notify us if there are any changes. Delivery of any communication to the email address on record is considered valid. If we send an email to the email address on record, you agree and understand that this constitutes written notice from us to you. If you send us an email at contact@5ire.org, this constitutes written notice from you to us. A communication by email is deemed to be duly given or made, when the email is transmitted (including by way of a mail delivery report confirming receipt by the other party) except where the time of dispatch is not between 09:00am and 5:00pm on a Business Day in the place to which such notice is sent, in which case the notice will be deemed to have been received at the commencement of business on the next Business Day in that place.
• 33. These terms and any obligations upon us shall expire and stand terminated immediately upon i. the delivery of the 5ire Tokens as promised by us ii. The dissolution or winding up of the Company iii. our cancellation of the purchase. The termination of these terms shall not entitle you to any refund.
• 34. These terms constitute the entire agreement between the Parties in relation to its subject matter and supersedes all previous agreements, understandings, and undertakings.  No representation whether made orally or in writing or before or after the execution of this Agreement shall form part of these terms or be used in its interpretation.  No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
• 35. The failure, or any omission or delay, by the Company to exercise or enforce any right or provision of this Agreement will not constitute a present or future waiver of such right or provision nor limit Company’s right to enforce such right or provision at a later time.  All waivers by Company must be unequivocal and in writing to be effective.

Definitions

• 1. 5ire Token: Shall mean the proprietary token of the Company, which shall be disbursed, issued and allocated based on the terms and conditions of your SAFT.
• 2. Affiliate: Shall mean any related, subsidiary or parent entity of the Company, any directors, officers, representatives, employees, agents or recognised actors working for or on behalf of the Company.
• 3. Agreement: Shall mean these herein terms and conditions.
• 4. Business Day: Shall mean a any day other than a Saturday, Sunday or public holiday or day when the banks have been closed by order of Governmental Authorities in the Jurisdiction.
• 5. Company (also referred to as “we” or “us” as appropriate): Shall mean 5ire Technologies Holding Limited.
• 6. Company Documents: Shall mean the Company’s Whitepaper, Website, terms and conditions and privacy policy, as set out on the Website and Whitepaper, as well as any formal announcements made by the Company in the community channels, groups and/or servers.
• 7. Governmental Authorities: Shall mean the governments, executive divisions, courts or any other body, authority, corporate vehicle or entity, whether fully or quasi-governmental, empowered by any government to issue, interpret or enforce any Laws.
• 8. Group: Shall mean all entities related, subsidiary or parent to the Company, or over which the Company exercises effective control, directly or indirectly.
• 9. Intellectual Property Rights: Shall mean all works, trademarks, trademark applications, patents, patent applications, copyright materials, trade names, trade name applications, industrial designs, software, databases, and applications to register designs applied for, held or controlled by the Company or any of its subsidiaries.
• 10. Jurisdiction: Shall mean the jurisdiction of the territory of Turks & Caicos.
• 11. Laws: Shall mean any applicable laws, regulations, government orders, executive action or other binding legal statute, decision or authority issued in the Jurisdiction.
• 12. Platform: Shall mean the platform operated by the Company through which the Tokens shall be issued and allocated.
• 13. Tokenomics: Shall mean the methodology and economic market created and devised for the circulation of the Tokens as fully set out here: Tokenomics.
• 14. Website: Shall mean the Company’s official website as set out here: www.5ire.org.
  

GENERAL NOTICE

• $5ire Tokens (THE “TOKENS”) ARE NOT BEING OFFERED OR DISTRIBUTED TO ANY RESIDENT OF OR ANY PERSON LOCATED OR DOMICILED WHERE SUCH OFFERING IS PROHIBITED, RESTRICTED OR UNAUTHORISED IN ANY FORM OR MANNER WHETHER IN FULL OR IN PART UNDER THE LAWS, REGULATORY REQUIREMENTS OR RULES IN SUCH JURISDICTIONS.  THE OFFER AND SALE OF THE $5ire Tokens DESCRIBED HEREUNDER HAS NOT BEEN REGISTERED UNDER THE U.S.  SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION.  THIS OFFERING IS BEING MADE ONLY OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS (AS DEFINED IN SECTION 902 OF REGULATIONS UNDER THE SECURITIES ACT) (AND ONLY IN JURISDICTIONS WHERE SUCH OFFER AND SALE IS PERMITTED UNDER APPLICABLE LAW) IN RELIANCE ON REGULATIONS UNDER THE SECURITIES ACT.  THE $5ire Tokens MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE AND FOREIGN SECURITIES (OR OTHER RELEVANT) LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
• NOTICE TO RESIDENTS OF THE UNITED STATES
• THE OFFER AND SALE OF THESE TOKENS 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 AND IS ONLY BE SOLD TO “ACCREDITED INVESTORS.” THESE TOKENS 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 AUSTRALIA
• NEITHER THIS AGREEMENT, NOR ANY OTHER DISCLOSURE DOCUMENT IN RELATION TO THE OFFER OR SALE OF THE AGREEMENT OR RIGHTS UNDER THE AGREEMENT, HAS BEEN, WILL BE, OR NEEDS TO BE, LODGED WITH THE AUSTRALIAN SECURITIES & INVESTMENTS COMMISSION.  THIS AGREEMENT IS NOT A PRODUCT DISCLOSURE STATEMENT UNDER DIVISION 2 OF PART 7.9 OF THE CORPORATIONS ACT 2001 (CTH) (“AUSTRALIAN CORPORATIONS ACT”) NOR IS IT A PROSPECTUS UNDER CHAPTER 6D OF THE AUSTRALIAN CORPORATIONS ACT, AND THE AGREEMENT HAS NOT BEEN, AND WILL NOT BE, REGISTERED AS A MANAGED INVESTMENT SCHEME UNDER THE AUSTRALIAN CORPORATIONS ACT.
  ‍
  THIS AGREEMENT IS NOT REQUIRED TO, AND DOES NOT, CONTAIN ALL THE INFORMATION WHICH WOULD BE REQUIRED IN A DISCLOSURE AGREEMENT OR PRODUCT DISCLOSURE STATEMENT, OR ALL THE INFORMATION THAT A PROSPECTIVE INVESTOR MAY DESIRE OR SHOULD OBTAIN IN ORDER TO MAKE AN INFORMED INVESTMENT DECISION. THE ISSUER OF THIS AGREEMENT IS NOT REGISTERED AS A MANAGED INVESTMENT SCHEME UNDER THE CORPORATIONS ACT.  ANY PERSON TO WHOM THIS AGREEMENT IS ISSUED MUST NOT, WITHIN 12 MONTHS AFTER SUCH ISSUE, OFFER, TRANSFER OR ASSIGN THIS AGREEMENT TO PERSONS IN AUSTRALIA EXCEPT IN CIRCUMSTANCES WHERE DISCLOSURE TO SUCH PERSONS IS NOT REQUIRED UNDER THE CORPORATIONS ACT.
  
  NO PERSON REFERRED TO IN THIS AGREEMENT HOLDS AN AUSTRALIAN FINANCIAL SERVICES LICENCE.
  
  NEITHER THIS AGREEMENT, THE OFFERS CONTAINED HEREIN NOR ANY OTHER DISCLOSURE AGREEMENT IN RELATION TO THE AGREEMENT CAN BE PARTIALLY OR WHOLLY DISTRIBUTED, PUBLISHED, REPRODUCED, TRANSMITTED OR OTHERWISE MADE AVAILABLE OR DISCLOSED BY RECIPIENTS TO ANY PERSON IN AUSTRALIA OTHER THAN PROFESSIONAL INVESTORS.
• NOTICE TO RESIDENTS OF CANADA
• THESE TOKENS MAY BE SOLD ONLY TO PURCHASERS PURCHASING AS PRINCIPAL THAT ARE BOTH “ACCREDITED INVESTORS” AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS AND REGISTRATION EXEMPTIONS AND “PERMITTED CLIENTS” AS DEFINED IN NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, 29 EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS. ANY RESALE OF THE SECURITIES MUST BE MADE IN ACCORDANCE WITH AN EXEMPTION FROM THE PROSPECTUS REQUIREMENTS AND IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF APPLICABLE SECURITIES LAWS.
• 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 EUROPEAN ECONOMIC AREA (“EEA”)
• IN RELATION TO EACH MEMBER STATE OF THE EEA, NO OFFER OF SECURITIES MAY BE MADE TO THE PUBLIC IN THAT MEMBER STATE EXCEPT: (A) TO ANY LEGAL ENTITY WHICH IS A QUALIFIED INVESTOR AS DEFINED IN THE PROSPECTUS DIRECTIVE; (B) TO FEWER THAN 150 NATURAL OR LEGAL PERSONS (OTHER THAN QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS DIRECTIVE) AS PERMITTED UNDER THE PROSPECTUS DIRECTIVE; OR (C) UNDER ANY OTHER CIRCUMSTANCES FALLING WITHIN ARTICLE 3(2) OF THE PROSPECTUS DIRECTIVE, PROVIDED THAT NO SUCH OFFER OF SECURITIES WILL REQUIRE THE ISSUER TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE, OR SUPPLEMENT A PROSPECTUS PURSUANT TO ARTICLE 16 OF THE PROSPECTUS DIRECTIVE.
  
  FOR THE PURPOSES OF THIS NOTICE, THE EXPRESSION AN “OFFER TO THE PUBLIC” IN RELATION TO ANY SECURITIES IN ANY MEMBER STATE MEANS THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE SECURITY BEING OFFERED SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE THE SECURITY, AS THE SAME MAY BE VARIED IN THAT MEMBER STATE BY ANY MEASURE IMPLEMENTING THE PROSPECTUS DIRECTIVE IN THAT MEMBER STATE.
  
  THE EXPRESSION “PROSPECTUS DIRECTIVE” MEANS DIRECTIVE 2003/71/EC (AS AMENDED, INCLUDING BY DIRECTIVE 2010/73/EU), AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE.
• NOTICE TO RESIDENTS OF HONG KONG
• TOKENS OR TOKENS MAY NOT BE OFFERED OR SOLD IN HONG KONG BY MEANS OF ANY DOCUMENT OTHER THAN (I) IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE ANY OFFER TO THE PUBLIC WITHIN THE MEANING OF THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE (CAP. 32 OF THE LAWS OF HONG KONG) (THE “CWUMP ORDINANCE”) OR WHICH DO NOT CONSTITUTE AN INVITATION TO THE PUBLIC WITHIN THE MEANING OF THE SECURITIES AND FUTURES ORDINANCE (CAP. 571 OF THE LAWS OF HONG KONG) (“SECURITIES AND FUTURES ORDINANCE”), OR (II) TO “PROFESSIONAL INVESTORS” AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE AND ANY RULES MADE THEREUNDER, OR (III) IN OTHER CIRCUMSTANCES WHICH DO NOT RESULT IN THE DOCUMENT BEING A “PROSPECTUS” AS DEFINED IN THE CWUMP ORDINANCE, AND NO ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE SALE OF THE TOKENS MAY BE ISSUED OR MAY BE IN THE POSSESSION OF ANY PERSON FOR THE PURPOSE OF ISSUE (IN EACH CASE WHETHER IN HONG KONG OR ELSEWHERE), WHICH IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC IN HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE SECURITIES LAWS OF HONG KONG) OTHER THAN WITH RESPECT TO INSTRUMENTS WHICH ARE OR ARE INTENDED TO BE DISPOSED OF ONLY TO PERSONS OUTSIDE OF HONG KONG OR ONLY TO “PROFESSIONAL INVESTORS” IN HONG KONG AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE AND ANY RULES MADE THEREUNDER.
• NOTICE TO RESIDENTS OF INDIA
• THE AGREEMENT AND ANY DOCUMENTS USED IN CONNECTION THEREWITH AND ANY RELATED DOCUMENTS DO NOT CONSTITUTE AN OFFER TO SELL TO OR AN OFFER TO BUY INTEREST FROM ANY PERSON OTHER THAN THE PERSON TO WHOM THIS DOCUMENT HAS BEEN SENT BY 5IRE OR ITS AUTHORISED AGENTS. THE AGREEMENT AND ANY DOCUMENTS USED IN CONNECTION THEREWITH SHOULD NOT BE CONSTRUED AS A PROSPECTUS. THE AGREEMENT AND ANY DOCUMENTS USED IN CONNECTION THEREWITH ARE NOT BEING OFFERED FOR SALE OR SUBSCRIPTION BUT ARE BEING PRIVATELY PLACED WITH A LIMITED NUMBER OF SOPHISTICATED INVESTORS, AND PROSPECTIVE 30 INVESTORS MUST OBTAIN LEGAL ADVICE THAT THEY ARE ENTITLED TO SUBSCRIBE FOR THESE INSTRUMENTS AND MUST COMPLY WITH ALL RELEVANT INDIAN LAWS IN THIS RESPECT.
• NOTICE TO RESIDENTS OF ISRAEL
• 5IRE DOES NOT INTEND TO OFFER THESE TOKENS TO THE PUBLIC IN ISRAEL WITHIN THE MEANING OF THE ISRAELI SECURITIES LAW, 1968, OR OFFER TOKENS, WITHIN ANY SPECIFIC YEAR, TO MORE THAN 35 OFFEREES RESIDENT IN ISRAEL. EACH OFFEREE MUST AND HEREBY DOES WARRANT TO 5IRE THAT IT IS PURCHASING THESE TOKENS FOR INVESTMENT PURPOSES ONLY AND NOT FOR PURPOSES OF RESALE.
• NOTICE TO RESIDENTS OF JAPAN

• THIS AGREEMENT IS BEING OFFERED TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL INVESTORS (TEKIKAKU KIKAN TOSHIKA, AS DEFINED IN THE SECURITIES EXCHANGE LAW OF JAPAN (LAW NO. 25 OF 1948, AS AMENDED)) AND/OR A SMALL NUMBER OF INVESTORS, IN ALL CASES UNDER CIRCUMSTANCES THAT WILL FALL WITHIN THE PRIVATE PLACEMENT EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES EXCHANGE LAW AND OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN. AS SUCH, NEITHER THE AGREEMENT NOR THE SALE OF THE TOKENS HAS BEEN REGISTERED OR WILL BE REGISTERED UNDER THE SECURITIES EXCHANGE LAW OF JAPAN. THE PURCHASER OF THE TOKENS AGREES NOT TO RE-TRANSFER OR RE-ASSIGN THE RIGHTS UNDER THIS AGREEMENT TO ANYONE OTHER THAN NON-RESIDENTS OF JAPAN EXCEPT PURSUANT TO A PRIVATE PLACEMENT EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES EXCHANGE LAW AND OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN.
  
• NOTICE TO RESIDENTS OF RUSSIAN FEDERATION
• THE AGREEMENT AND ANY RELATED DOCUMENTS ARE NOT AN OFFER, OR AN INVITATION TO MAKE OFFERS, TO SELL, PURCHASE, EXCHANGE OR OTHERWISE TRANSFER SECURITIES OR FOREIGN FINANCIAL INSTRUMENTS TO OR FOR THE BENEFIT OF ANY PERSON OR ENTITY RESIDENT, INCORPORATED, ESTABLISHED OR HAVING THEIR USUAL RESIDENCE IN THE IN THE RUSSIAN FEDERATION, EXCEPT “QUALIFIED INVESTORS” (AS DEFINED UNDER RUSSIAN SECURITIES LAWS) TO THE EXTENT PERMITTED UNDER RUSSIAN SECURITIES LAWS. THE AGREEMENT AND ANY DOCUMENTS USED IN CONNECTION THEREWITH ARE NOT AN ADVERTISEMENT IN CONNECTION WITH THE “PLACEMENT” OR A “PUBLIC CIRCULATION” (AS BOTH TERMS ARE DEFINED UNDER RUSSIAN SECURITIES LAW) OF ANY SECURITIES, AND THE AGREEMENT IS NOT INTENDED FOR “PLACEMENT” OR “PUBLIC CIRCULATION” IN THE RUSSIAN FEDERATION, IN EACH CASE UNLESS OTHERWISE PERMITTED UNDER RUSSIAN SECURITIES LAWS. NEITHER THE AGREEMENT NOR A PROSPECTUS RELATING HERETO HAS BEEN OR WILL BE REGISTERED WITH THE CENTRAL BANK OF THE RUSSIAN FEDERATION.
• NOTICE TO RESIDENTS OF SINGAPORE
• THE OFFER OR SALE OF $5ire Tokens HAS NOT BEEN AUTHORISED OR RECOGNISED UNDER THE SECURITIES AND FUTURES ACT 2001 (THE “SFA”) OR ANY OTHER LAW OR REGULATORY FRAMEWORK OF SINGAPORE. THIS AGREEMENT OR ANY OTHER DOCUMENT MADE AVAILABLE BY THE COMPANY DURING THE SALE IS NOT INTENDED TO CONSTITUTE A PROSPECTUS, HAS NOT BEEN REGISTERED AS A PROSPECTUS WITH THE MONETARY AUTHORITY OF SINGAPORE AND, ACCORDINGLY, STATUTORY LIABILITY UNDER THE SFA IN RELATION TO THE CONTENT OF PROSPECTUSES DOES NOT APPLY.  YOU SHOULD EXERCISE CAUTION AND CONSIDER CAREFULLY WHETHER THE PURCHASE OF $5ire Tokens IS SUITABLE FOR YOU.  THIS AGREEMENT OR ANY OTHER DOCUMENT MADE AVAILABLE BY THE COMPANY DURING THE SALE IS NOT INTENDED TO CONSTITUTE AN OFFER OF, A SOLICITATION FOR INVESTMENT IN, OR A RECOMMENDATION OF, CAPITAL MARKETS PRODUCTS, SECURITIES, INVESTMENTS OR FINANCIAL INSTRUMENTS IN ANY JURISDICTION, AND THESE DOCUMENTS HAVE NOT BEEN FILED WITH, REVIEWED OR APPROVED BY ANY REGULATORY AUTHORITY.  IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS AGREEMENT OR ANY OTHER DOCUMENT MADE AVAILABLE BY THE COMPANY DURING THE SALE, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.
  
  THIS AGREEMENT OR ANY OTHER DOCUMENT MADE AVAILABLE BY THE COMPANY DURING THE SALE MAY NOT BE CIRCULATED OR DISTRIBUTED, NOR MAY $5ire Tokens BE OFFERED OR SOLD, OR BE MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN SINGAPORE OTHER THAN TO AN ACCREDITED INVESTOR OR INSTITUTIONAL INVESTOR, AS EACH SUCH TERM IS DEFINED IN THE SFA.
• NOTICE TO RESIDENTS OF SWITZERLAND
• SALE OF TOKEN AGREEMENTS MAY NOT BE PUBLICLY OFFERED IN SWITZERLAND AND WILL NOT BE LISTED ON THE SIX SWISS EXCHANGE (“SIX”) OR ON ANY OTHER STOCK EXCHANGE OR REGULATED TRADING FACILITY IN SWITZERLAND. THIS AGREEMENT AND ANY RELATED DOCUMENTS HAVE BEEN PREPARED WITHOUT REGARD TO THE DISCLOSURE STANDARDS FOR ISSUANCE PROSPECTUSES UNDER ART. 652A OR ART. 1156 OF THE SWISS CODE OF OBLIGATIONS OR THE DISCLOSURE STANDARDS FOR LISTING PROSPECTUSES UNDER ART. 27 FF. OF THE SIX LISTING RULES OR THE LISTING RULES OF ANY OTHER STOCK EXCHANGE OR REGULATED TRADING FACILITY IN SWITZERLAND. NEITHER SAFTS NOR ANY RELATED MARKETING MATERIAL MAY BE PUBLICLY DISTRIBUTED OR OTHERWISE MADE PUBLICLY AVAILABLE IN SWITZERLAND. THIS AGREEMENT AND ANY RELATED MARKETING MATERIALS HAVE NOT BEEN AND WILL NOT BE FILED WITH OR APPROVED BY ANY SWISS REGULATORY AUTHORITY, PARTICULARLY INCLUDING THE SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY (“FINMA”), AND IT HAS NOT BEEN AUTHORIZED UNDER THE SWISS FEDERAL ACT ON COLLECTIVE INVESTMENT SCHEMES (“CISA”). THE PROTECTIONS AFFORDED TO ACQUIRERS OF INTERESTS IN COLLECTIVE INVESTMENT SCHEMES UNDER THE CISA DOES NOT EXTEND TO ACQUIRERS OF SAFTS.
• NOTICE TO RESIDENTS OF SWITZERLAND
• SALE OF TOKEN AGREEMENTS MAY NOT BE PUBLICLY OFFERED IN SWITZERLAND AND WILL NOT BE LISTED ON THE SIX SWISS EXCHANGE (“SIX”) OR ON ANY OTHER STOCK EXCHANGE OR REGULATED TRADING FACILITY IN SWITZERLAND. THIS AGREEMENT AND ANY RELATED DOCUMENTS HAVE BEEN PREPARED WITHOUT REGARD TO THE DISCLOSURE STANDARDS FOR ISSUANCE PROSPECTUSES UNDER ART. 652A OR ART. 1156 OF THE SWISS CODE OF OBLIGATIONS OR THE DISCLOSURE STANDARDS FOR LISTING PROSPECTUSES UNDER ART. 27 FF. OF THE SIX LISTING RULES OR THE LISTING RULES OF ANY OTHER STOCK EXCHANGE OR REGULATED TRADING FACILITY IN SWITZERLAND. NEITHER SAFTS NOR ANY RELATED MARKETING MATERIAL MAY BE PUBLICLY DISTRIBUTED OR OTHERWISE MADE PUBLICLY AVAILABLE IN SWITZERLAND. THIS AGREEMENT AND ANY RELATED MARKETING MATERIALS HAVE NOT BEEN AND WILL NOT BE FILED WITH OR APPROVED BY ANY SWISS REGULATORY AUTHORITY, PARTICULARLY INCLUDING THE SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY (“FINMA”), AND IT HAS NOT BEEN AUTHORIZED UNDER THE SWISS FEDERAL ACT ON COLLECTIVE INVESTMENT SCHEMES (“CISA”). THE PROTECTIONS AFFORDED TO ACQUIRERS OF INTERESTS IN COLLECTIVE INVESTMENT SCHEMES UNDER THE CISA DOES NOT EXTEND TO ACQUIRERS OF SAFTS.
• NOTICE TO RESIDENTS OF THE UNITED KINGDOM
• IN THE UNITED KINGDOM THIS AGREEMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT (AND ANY PURCHASE 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”). PERSONS WHO ARE NOT RELEVANT PERSONS SHOULD NOT TAKE ANY ACTION IN CONNECTION WITH THIS AGREEMENT OR BASED UPON ANY DOCUMENTS USED IN CONNECTION THEREWITH. IT IS A CONDITION OF YOUR AGREEING TO THE TERMS OF THIS AGREEMENT THAT YOU WARRANT TO 5IRE, ITS DIRECTORS, AND ITS OFFICERS THAT YOU ARE A RELEVANT PERSON. THIS AGREEMENT AND ANY DOCUMENTS USED IN CONNECTION THEREWITH HAVE NOT BEEN APPROVED BY ANY AUTHORISED PERSON.
• NOTICE TO RESIDENTS OF ALL OTHER JURISDICTIONS
• NO ACTION HAS BEEN TAKEN TO PERMIT THE OFFER, SALE, POSSESSION OR DISTRIBUTION OF THIS AGREEMENT OR ANY RELATED DOCUMENTS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. YOU ARE REQUIRED TO INFORM YOURSELF ABOUT, AND TO OBSERVE ANY RESTRICTIONS RELATING TO, THE AGREEMENT AND ANY RELATED DOCUMENTS IN YOUR JURISDICTION.
• MISCELLANEOUS NOTICE
• IN ADDITION TO THE ABOVE, 5IRE MAY RESTRICT THE SALE OF $5ireIN ANY JURISDICTION OR BY ANY PERSON (LEGAL OR NATURAL) AT ITS DISCRETION WITHOUT ASSIGNING ANY REASON WHATSOEVER.

Cautionary Note Regarding Forward-Looking Statements

• Certain statements in the 5IRE White Paper and this document constitute forward-looking statements. Except for statements of historical fact, information contained herein constitutes forward-looking statements, including (i) 5IRE’s ability to launch the 5IRE Platform with the capabilities described; (ii) the projected utility of the $5ire Token and its functionality on the 5IRE Platform, (iii) the completion of, and the use of proceeds from, the sale of these Tokens; (iv) the execution of the vision and growth strategy for 5IRE; (v) the adoption of $5ire Tokens by users and the overall success of services offered by 5IRE; (vi) the completion of 5IRE’s projects that are currently underway, in development or otherwise under consideration; and (vii) future liquidity, working capital, and capital requirements. Forward-looking statements can also be identified by words such as “can,” “expect,” “will” and other identifiers of non-historical events. Forward-looking statements are provided to allow potential purchasers of $5irethe opportunity to understand management’s beliefs and opinions in respect of the future. 5IRE is an early-stage company and an investment in it, or its issued Tokens is inherently risky. Forward-looking statements are not guarantees of future performance, and undue reliance should not be placed on them. Although any forward-looking statements made are based upon what management believes are reasonable assumptions, they necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. 5IRE undertakes no obligation to update forward-looking statements for any reason, except as required by applicable laws.
  
• Annexure I
• Certain Risks Relating to Purchase, Sale and Use of $5ire Tokens
• Important note: as noted elsewhere in this agreement, $5ire Token is not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in this annexure is intended to form the basis for any investment decision, and no specific recommendations are made or intended. 5IRE 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 in this annexure ii, (ii) any error, omission or inaccuracy in any such information (iii) any action resulting from such information or (iv) the sale or use of $5ire Token.
  
  By purchasing, holding, and using $5ire Token, the Purchaser expressly acknowledges that it understands and assumes a variety of risks (including without limitation the following risks):
• 1. Risk of changes in functionality
• $5ire Token does not have any rights, uses, purpose, attributes, functionalities, or features, express or implied, except for those which are specifically described in the Token Documentation, and which may change from time to time.
• 2. Risks Associated with the related Blockchain and underlying protocol
• Because $5ire Token and the 5IRE platform are based on blockchain technology, any malfunction, breakdown or abandonment of the relevant blockchain may have a material adverse effect on the 5IRE platform or $5ire Token. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to $5ire Token and the 5IRE platform by rendering ineffective the cryptographic consensus mechanism that underpins the relevant blockchain. The future of cryptography and security innovations is highly unpredictable.
  
  Further, products or services available on the 5IRE platform may require digital assets provided by a user to be deposited with, "staked" with and/or otherwise require interaction with various third-party decentralised finance protocols which primarily comprise smart contracts deployed on the relevant blockchain. These third-party decentralised finance protocols and the development team behind these protocols are independent third parties, so 5IRE and its Related Entities have no control over these protocols or teams. These deployed smart contracts underlying the decentralised finance protocols may contain security vulnerabilities, errors, failures, bugs or economic loopholes which may be exploited by third parties, causing you to suffer losses in connection with any product(s) available on the 5IRE platform. Neither 5IRE nor any Group Entity can be responsible for any such security vulnerabilities, errors, failures, bugs, or economic loopholes.
• 3. Risk of Losing Access to $5ire Token Due to Loss of Private Key(s)
• A private key, or a combination of private keys, is necessary to control and dispose of $5ire Token stored in the Purchaser's digital wallet, vault, or other storage mechanism. Accordingly, loss of requisite private key(s) associated with the Purchaser's digital wallet, vault or other storage mechanism storing $5ire Token may result in loss of such $5ire Token. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service used by the Purchaser, may be able to misappropriate any $5ire Token held by the Purchaser. The 5IRE cannot be responsible for any such losses.
• 4. Risk of Blockchain Level Attacks
• As with other decentralised cryptographic tokens based on blockchain technology, $5ire Token is susceptible to attacks by nodes or validators responsible for validating/confirming $5ire Token transactions on the relevant 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 5IRE platform and $5ire Token, including, but not limited to, accurate execution and recording of transactions involving $5ire Token.
• 5. Risk of Hacking and Security Weaknesses
• Hackers or other malicious groups or organisations may attempt to interfere with the 5IRE platform or $5ire Token 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 5IRE platform is based on open-source software, there is a risk that a third party or a member of 5IRE may intentionally or unintentionally introduce weaknesses into the core infrastructure of the 5IRE platform, which could negatively affect the 5IRE platform and $5ire Token.
• 6. Risk of Uninsured Losses
• Unlike in the case of bank accounts or accounts at financial institutions, $5ire Token is uninsured unless the Purchaser specifically obtains private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by any 5IRE to provide recourse (and in any event, the 5IRE is not obliged to compensate or insure the Purchaser for any event of loss or loss of utility value).
• 7. Risks Associated with Uncertain Regulations and Enforcement Actions
• The regulatory status of $5ire Token and distributed ledger technology is unclear or unsettled in many jurisdictions, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern digital asset markets. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the 5IRE platform and $5ire Token. 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 5IRE platform and $5ire Token. Regulatory actions could negatively impact the 5IRE platform and $5ire Token in various ways, including, for purposes of illustration only, through a determination that $5ire Token is a regulated financial instrument that requires registration or licensing, the 5IRE platform may not be able to provide regular service in certain areas. 5IRE may cease operations in a jurisdiction, or even abandon certain features of the project, in the event that regulatory actions, or changes to applicable 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.
• 8. Risks Arising from Taxation
• The tax characterisation of $5ire Token and this SAFT is uncertain. The 5IRE intends to treat $5ire Token and this SAFT neither as an equity interest nor as a debt interest in the 5IRE for tax purposes. It is possible that the 5IRE’s intended treatment of $5ire Token and this Agreement may be challenged, so that the tax consequences to the Purchaser and the 5IRE relating to $5ire Token and this SAFT could differ from those described above. The Purchaser must seek its own tax advice in connection with purchasing, holding and utilising $5ire Token, which may result in adverse tax consequences to the Purchaser, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties or other charges and tax reporting requirements.
• 9. Risk of alternative networks / competitors
• It is possible that alternative networks could be established in an attempt to facilitate services that are similar to the Services, or alternative networks could be established that utilise the same or similar code and protocol underlying $5ire Token and/or the 5IRE platform. The 5IRE platform may compete with these alternative networks, which could negatively impact the 5IRE platform and/or $5ire Token.
• 10. Risk of Insufficient Interest in the 5IRE platform or Distributed Applications
• It is possible that the 5IRE 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 ecosystems (such as that on the 5IRE platform) more generally. Such lack of use or interest could negatively impact the development of the 5IRE platform and therefore the potential utility of $5ire Token.
• 11. Risks Associated with the Development and Maintenance of the 5IRE platform
• The 5IRE platform is still under development and may undergo significant changes over time. Although it is intended for $5ire Token and the 5IRE platform to follow the specifications set forth in Schedule 1, and the relevant Group Entity will endeavour to work towards those ends (subject to internal business considerations), changes may be required to be made to the specifications of $5ire Token or the 5IRE platform for any number of reasons. This could create the risk that $5ire Token or the 5IRE platform, as further developed and maintained, may not meet the Purchaser's expectations or requirements at the time of purchase. Furthermore, despite the 5IRE's good faith efforts to develop and maintain the 5IRE platform, it is still possible that the 5IRE platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the 5IRE platform and $5ire Token.
• 12. Inadequate disclosure of information
• As at the date hereof, the 5IRE platform is still under development and its design concepts, consensus mechanisms, algorithms, codes, and other technical details and parameters may be constantly and frequently updated and changed. Although this SAFT contains the most current information relating to the 5IRE platform, it is not absolutely complete and may still be adjusted and updated by the team from time to time. The team has no ability and obligation to keep holders of $5ire Tokens informed of every detail (including development progress and expected milestones) regarding the project to develop the 5IRE platform, hence insufficient information disclosure inevitable and reasonable.
• 13. Risk of an Unfavourable Fluctuation of Currency Value
• The 5IRE intends to use the proceeds from selling $5ire Token to support the maintenance and development of the 5IRE platform. The proceeds of the sale of $5ire Token will be mainly denominated in USDT, USDC and possibly other digital assets, and may be converted into other cryptographic and fiat currencies. In addition, sales of $5ire Token may also be denominated in fiat currencies. If the value of digital assets fluctuates unfavourably during or after the sale of $5ire Token, the relevant Group Entity may not be able to support development plans, or may not be able to maintain the 5IRE platform in the manner that it intended.
• 14. Risks Related to Our Corporate Structure
• The legal structure for the Group Entities (including the intra-Group arrangements) is bespoke and there is no generally accepted standard or structure for similar projects in the distributed ledger technology space. The legal structure had been designed to address certain specific legal risks, and attempt to decentralise the management and control, as well as economic risks and benefits relating to the 5IRE platform and $5ire Token; but there is no legal precedent for whether these structures are effective and it is difficult to predict the position that a regulator may adopt. The legal structure and contractual arrangements may not be effective in decentralising management and control, thereby adversely affecting the value of the 5IRE platform and/or $5ire Token.
• 15. Risk of Dissolution of the 5IRE, any Group Entity or the 5IRE platform
• Start-up companies such as the 5IRE involve a high degree of risk. Financial and operating risks confronting start-up companies are significant, and the 5IRE is not immune to these. Start-up companies often experience unexpected problems in the areas of product development, marketing, financing, and general management, among others, which frequently cannot be solved.
  
  It is possible that, due to any number of reasons, including, but not limited to, an unfavourable fluctuation in the value of cryptographic and fiat currencies, decrease in the utility of $5ire Token due to negative adoption of the 5IRE platform, the failure of commercial relationships, or intellectual property ownership challenges, the 5IRE platform may no longer be viable to operate and the 5IRE or any Group Entity may be dissolved.
• 16. Risks Arising from Lack of Governance Rights
• Because $5ire Token confers no governance rights of any kind with respect to the 5IRE or any Group Entity, all decisions involving the 5IRE or its Affiliates will be made by the relevant Group Entity at its sole and absolute discretion, including, but not limited to, decisions to discontinue the operations or development of the 5IRE platform, to create and sell more $5ire Token for use within the 5IRE platform, or to sell or liquidate any Group Entity. These decisions could adversely affect the 5IRE platform and $5ire Token held by the Purchaser.
• 17. Risks Involving Cloud Storage
• As the 5IRE platform may provide or utilise a decentralised cloud storage service for users and applications, therefore the Services are susceptible to a number of risks related to the storage of data in the cloud. The Services may involve the storage of large amounts of sensitive and/or proprietary information, which may be compromised in the event of a cyberattack or other malicious activity. Similarly, the Services may be interrupted and files may become temporarily unavailable in the event of such an attack or malicious activity. Because users can utilise a variety of hardware and software that may interface with the 5IRE platform, there is the risk that the Services may become unavailable or interrupted based on a failure of interoperability or an inability to integrate these third-party systems and devices that the Group Entities do not control. The risk that the Services may face increasing interruptions and the 5IRE platform may face additional security vulnerabilities could adversely affect the 5IRE platform and therefore the future utility of any $5ire Token held by the Purchaser.
• 18. Forking
• The 5IRE platform is a community project and certain elements are open-sourced. The 5IRE (nor any Group Entity) does not and cannot monopolise the development, marketing, operation or otherwise of the 5IRE platform and blockchain. Any entity may independently develop a patch or upgrade of the source code of the 5IRE platform and blockchain without prior authorisation of any other party, and launch the same by deployment on any blockchain network. The acceptance of these patches or upgrades by a sufficient (not necessarily overwhelming) percentage of $5ire Token holders could result in a "fork" in the network, and consequently two diverging networks will emerge and remain. Each branch arising from the fork will have its own native cryptographic tokens – accordingly there will be two different versions of the 5IRE platform and/or $5ire Token respectively residing in the two divergent branches with almost identical technical features and functions. The tokens on the diverging network will not be $5ire Token.
  
  Further, it is theoretically possible for each branch of the forked blockchain to be further forked an unlimited number of times. The temporary or permanent existence of forked blockchains could adversely affect the operation of the 5IRE platform and blockchain and the $5ire Token held by the Purchaser, and may ruin the sustainability of the 5IRE platform.
• 19. Risks associated with a lack of markets for $5ire Token
• There is no prior market for $5ire Token and the sale of $5ire Token may not result in an active or liquid market for $5ire Token. $5ire Token is designed to be utilised solely within the 5IRE platform, hence there may be illiquidity risk with respect to $5ire Token held by the Purchaser. $5ire Token is not a currency issued by any central bank or national, supra-national or quasi-national organisation, nor is it backed by any hard assets or other credit nor is it a "commodity" in the usual and traditional sense of that word. The 5IRE is not responsible for, nor does the 5IRE pursue, the circulation and trading of $5ire Token on any market. Trading of $5ire Token will merely depend on the consensus on its value between the relevant market participants. No one is obliged to purchase any $5ire Token from any holder of $5ire Token, nor does anyone guarantee the liquidity or market price of $5ire Token to any extent at any time. Furthermore, $5ire Token may not be resold to a purchaser who is a citizen, national, resident (tax or otherwise), domiciliary or green card holder of a Restricted Territory or to purchasers where the purchase of $5ire Token may be in violation of applicable laws. Accordingly, the 5IRE cannot ensure that there will be any demand or market for $5ire Token, or that the Purchase Amount paid for $5ire Token is indicative of any market valuation or market price for $5ire Token.
  ‍
  Even if secondary trading of $5ire Token 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 $5ire Token (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile, decline below the Purchase Price which the Purchaser had paid for $5ire Token, and/or diminish to zero.
• 20. Inflation
• Due to the nature and operation of blockchain protocols, the total amount of circulating $5ire Token could increase through the adoption of a new patch or upgrade of the source code. Any inflation in the quantity of $5ire Token could adversely affect the market price of $5ire Token, and consequently Purchasers may suffer economic losses. Neither the 5IRE nor any Group Entity provides any guarantee that a Purchaser would be compensated (in any manner) for such inflation.
• 21. Loss of Talent
• The development of the 5IRE platform depends on the continued cooperation of the existing technical team and expert consultants, who are highly knowledgeable and experienced in their respective sectors. The loss of any member may adversely affect the 5IRE platform or its future development. Further, stability and cohesion within the team is critical to the overall development of the 5IRE platform. There is the possibility that conflict within the team and/or departure of core personnel may occur, resulting in negative influence on the project in the future.
• 22.  Failure to develop
• The 5IRE platform is still in the developmental stage, hence there may be large changes to the final design before the official version is released. There is the risk that the development of the 5IRE platform will not be executed or implemented as planned, or may not meet any expectation of purchasers of $5ire Token, for a variety of reasons, including without limitation the event of a decline in the prices of any digital asset, virtual currency or $5ire Token, unforeseen technical difficulties, and shortage of development funds for activities.
• 23. Unanticipated Risks
• Cryptographic tokens such as $5ire Token are a new and untested technology. In addition to the aforementioned risks, there may be other risks associated with the Purchaser's purchase, holding and use of $5ire Token, including those that the 5IRE cannot anticipate. Such risks may further materialise as unanticipated variations or combinations of the risks discussed in this Annexure I.