Legal Disclaimer

The Real Blocks Tokens may be a suitable investment only for those subscribers who are able to understand the unique nature and risks of this Offering, the Issuer, the Real Blocks Token, digital tokens and cryptocurrency exchanges. Losses may occur and subscribers may lose the full value of their investment. THE Real Blocks TOKENS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER LAW OR REGULATION GOVERNING THE OFFERING, SALE OR EXCHANGE OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION. THIS OFFERING IS BEING MADE (1) INSIDE THE UNITED STATES TO UP TO 99 “ACCREDITED INVESTORS” (AS DEFINED IN SECTION 501 OF THE SECURITIES ACT) IN RELIANCE ON REGULATION D UNDER THE SECURITIES ACT AND (2) OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS (AS DEFINED IN SECTION 902 OF REGULATION S UNDER THE SECURITIES ACT) (IN JURISDICTIONS WHERE THE OFFER AND SALE OF Real Blocks TOKENS IS PERMITTED UNDER APPLICABLE LAW) IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT. PERSONS PURCHASING IN THE UNITED STATES AS ACCREDITED INVESTORS WILL BE REQUIRED TO MAINTAIN THEIR Real Blocks TOKENS ON TOKENHUB UNTIL THE FIRST ANNIVERSARY OF THE ISSUANCE OF THE Real Blocks TOKENS AND WILL BE REQUIRED TO MAKE UNDERTAKINGS TO TOKENHUB IF THEY REMOVE THEIR Real Blocks TOKENS FROM TOKENHUB THEREAFTER, THEY WILL BE REQUIRED TO AGREE NOT TO SELL SUCH Real Blocks TOKENS TO ANY U.S. PERSON UNLESS THEY SELL ALL OF THEIR Real Blocks TOKENS TO A SINGLE U.S. PERSON. NON-U.S. PERSONS PURCHASING Real Blocks TOKENS WILL ONLY BE ENTITLED TO RESELL THEIR Real Blocks TOKENS TO OTHER NON-U.S. PERSONS (IN COMPLIANCE WITH APPLICABLE LAW) IN AN OFFSHORE TRANSACTION (AS DEFINED IN RULE 902 OF THE SECURITIES ACT). SEE “NOTICE TO SUBSCRIBERS,” “TRANSFER RESTRICTIONS” AND “RISK FACTORS.” THE ISSUER WILL NOT BE REQUIRED TO, NOR DOES IT CURRENTLY INTEND TO, OFFER TO EXCHANGE THE Real Blocks TOKENS FOR ANY SECURITIES REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER LAW OR REGISTER THE Real Blocks TOKENS FOR RESALE UNDER THE SECURITIES ACT. THIS OFFERING IS ONLY BEING MADE IN JURISDICTIONS WHERE THE OFFER AND SALE OF Real Blocks TOKENS IS PERMITTED UNDER APPLICABLE LAW. SEE THE SELLING RESTRICTIONS SET FORTH HEREIN, INCLUDING IN “TO SUBSCRIBERS GENERALLY.” THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR INTERESTS IN THE INCUBATOR. THE INCUBATOR IS NOT REQUIRED TO REGISTER OR BE REGULATED AS A MUTUAL FUND UNDER THE MUTUAL FUNDS LAW (AS AMENDED) OF THE CAYMAN ISLANDS. NEITHER THE CAYMAN ISLANDS MONETARY AUTHORITY NOR ANY OTHER GOVERNMENTAL AUTHORITY IN THE CAYMAN ISLANDS HAS PASSED JUDGMENT UPON OR APPROVED THE TERMS OR MERITS OF THIS DOCUMENT.