Terms of Token Generation Event

THESE TERMS OF THE TOKEN GENERATION EVENT DO NOT CONSTITUTE ANY OFFERING, INVITATION, OR SOLICITATION OF ANY INVESTMENT AND DO NOT PERTAIN TO AN OFFERING, INVITATION, OR SOLICITATION TO PURCHASE SECURITIES IN ANY JURISDICTION. THESE TERMS HAVE NOT BEEN OR WILL BE SUBMITTED TO, REGISTERED WITH, REVIEWED OR VERIFIED BY ANY REGULATORY AUTHORITY IN ANY JURISDICTION.

These Terms of the Token Generation Event (the “Terms”) govern your acquisition of IPG tokens (“Tokens”) during the Token Generation Event period (the “TGE Period”) from IPG Holdings Inc. a Generator and issuer of Tokens (the "Company", "IP.Gold", “Generator,” "Issuer", “we,” or “us” ). Please read these Terms carefully, and contact us within our DashBoard if you have any questions. By acquiring Tokens from us during the TGE Period, you will be bound by these Terms and all terms incorporated by reference. You shall refrain from supporting the Token Generation Event or acquiring any IPG Token unless you agree to these Terms. Each of you and the Generator is referred to as a “Party,” and together the “Parties.”

You and the Company agree to the following:

1. Purpose

IP.Gold is an IP address management and monetization company that leverages a proven business model and Ecosystem which is being developed by the Generator and its subsidiaries (the “Developer”). This Token Generation Event is a reward-based crowdfunding conducted globally, and Tokens are mere digital record of contribution on a blockchain as a reward for supporting the IP.Gold project. As such, ownership of Tokens carries no rights, whether express or implied. In particular, you understand and accept that Tokens do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future shares, intellectual property rights or any other form of participation in Generator, IPG Holdings Inc. (“Company”) or its corporate affiliates. Tokens are not intended to be a prepaid payment instrument, digital currency, virtual currency, security, commodity or any other kind of financial instrument. However, Company hereby reserves a right, but not an obligation, to have the Tokens publicly traded on a virtual currency exchange in the future and share revenues with Contributors. USD Peg and value numbers are for reference purposes only and in no way represents that the IPG has a value in any currency. The industry standard is to use USD as a display value to represent a tokens potential value.

2. Scope of Terms

Unless otherwise stated herein, these Terms govern only your acquisition of Tokens from us during the TGE Period.

Company may prepare terms of use for IP.Gold, if successfully developed, and related guidelines and policies including privacy policy, and may update such terms, guidelines and policies from time to time according to modification procedures set forth herein. For the time being, your personal information obtained through this Token Generation Event campaign during the TGE Period will be handled in accordance with Company’s general Privacy Policy. To the extent of any conflict with these Terms, the IP.Gold Terms and Policies shall control with respect to any issues relating to the use of Tokens in connection with the services provided on IP.Gold.

3. Cancellation: Refusal of Acquisition Requests

Your acquisition of Tokens from us during the TGE Period is final, and there are no refunds or cancellations except as may be required by applicable law or regulation. We reserve the right to refuse or cancel Token acquisition requests at any time at our sole discretion.

4. Token Generation Event Procedures and Specifications

Important information about the procedures and material specifications of our Token Generation Event is provided in Exhibit A, including, but not limited to, details regarding the timing and pricing of the Token Generation Event, the amount of Tokens we will sell, and our anticipated use of the Token Generation Event proceeds. By acquiring Tokens, you acknowledge that you understand and have no objection to these procedures and material specifications.

5. Acknowledgment and Assumption of Risks

You acknowledge and agree that there are risks associated with acquiring Tokens, holding Tokens, and using Tokens, as the case may be, as disclosed and explained in Exhibit B. If you have any questions regarding these risks, contact us using our DashBoard. BY ACQUIRING TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.

6. Security

You are responsible for implementing reasonable measures for securing your wallet, vault or other storage mechanism you use to receive and hold Tokens you acquire from us, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. We are not responsible for any such losses.

7. Personal Information

It is necessary to obtain certain information about you in order to comply with applicable law or regulation in connection with selling Tokens to you. IP.Gold will require a government issued ID and more to prove your identity to meet Know Your Customer (KYC) Anti Money Laundering (AML) & Customer Identification Program (CIP) requirements. You agree to provide us such information promptly upon request, and you acknowledge that we may refuse to sell or deliver Tokens to you until you provide such requested information and we have determined that it is permissible to sell you Tokens under applicable law or regulation and that you have not shown up on an Anti Money Laundering (AML) lists.

8. Taxes

The amount of contribution is exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your contribution, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your contribution to us.

9. Representations and Warranties

By acquiring Tokens, you represent and warrant that:

(a) You have read and understand these Terms (including all Exhibits);

(b) You have sufficient understanding of the functionality, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of acquiring the Tokens;

(c) You have obtained sufficient information about the Tokens to make an informed decision to contribute to the Tokens;

(d) You understand that the Tokens confer no rights of any form with respect to the IP.Gold or Company or its corporate affiliates, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;

(e) You are acquiring Tokens to support the development of IP.Gold Ecosystem and other systems development, IP address and other assets and holdings as may be acquired or created in the future. You are not acquiring Tokens for any other purposes, including, but not limited to, any investment, speculative or other financial purposes;

(f) Your acquisition of Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to:

(i) legal capacity and any other threshold requirements in your jurisdiction for acquiring the Tokens and entering into contracts with us,

(ii) any foreign exchange or regulatory restrictions applicable to such acquisition, and

(iii) any governmental or other consents that may need to be obtained;

(g) You will comply with any applicable tax obligations in your jurisdiction arising from your acquiring of Tokens;

(h) If you are acquiring Tokens on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly);

(j) You are not

(i) a citizen or resident of a geographic area in which access to the Tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act,

(ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes,

(iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List, or

(iv) having any relationship with antisocial forces, currently or in the past, whether a financial relationship, business relationship, employment relationship, or delegation relationship, or does not carry out any commercial transactions, provision or transfer of profits, or other transactions (whether temporary or continuous).

Generator and Company expressly reserve the right to suspend, close or take such other measures as Generator or Company deems appropriate at its sole discretion the account of acquirer who breaches any of the representations or warranties provided for in this Section 9.

10. Indemnification

(a) To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Generator, Issuer, Company and their respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to:

(i) your acquisition or use of Tokens,

(ii) your responsibilities or obligations under these Terms,

(iii) your violation of these Terms, or

(iv) your violation of any rights of any other person or entity.

(b) Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this Section.

(c) This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company.

11. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US,

(A) THE TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT;

(B) WE DO NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE TOKENS WILL BE CORRECTED; AND

(C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this section may not apply to you.

12. Limitation of Liability

(A) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

(I) IN NO EVENT WILL GENERATOR, ISSUER, COMPANY OR ANY OF THE RELATED PERSONS OF Generator OR COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE TOKEN GENERATION EVENT OR USE OF THE TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND

(II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF GENERATOR, ISSUER, COMPANY AND THEIR AFFILIATES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE TOKENS, EXCEED THE AMOUNT YOU PAY TO US FOR THE TOKENS.

(B) THE LIMITATIONS SET FORTH IN SECTION 12(A) WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF GENERATOR, ISSUER OR COMPANY.

(C) Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.

13. Release

To the fullest extent permitted by applicable law, you release Generator, Issuer or Company and their respective affiliates from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between Contributors and the acts or omissions of third parties.

14. Governing Law and Venue

These Terms will be governed by and construed and enforced in accordance with the laws of the Seychelles, without regard to conflict of law rules or principles (whether of the Seychelles or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the Parties arising out or relating to these Terms or its subject matter or formation (including non-contractual disputes of claims) will be resolved in the court in the Seychelles.

15. Severability

If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.

16. Miscellaneous

These Terms constitute the entire agreement between you and us relating to your acquisition of Tokens from us. We may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms at IP.Gold and update the “Revision History” date below. The amended Terms will be effective immediately. We may assign our rights and obligations under these Terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Acquiring Tokens from us does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity.

You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form. The English language version of this Agreement shall be the controlling version. Any translations made of these Terms shall be for the purpose of convenience only and shall have no legal effect. You agree that you have fully read, understand and agree to all terms.


Exhibit A


1. Token Price

Durrening the Token Generation Event, Company will sell 65% of the total number of Tokens to be issued during the TGE Period. The price per Token will be 1.00 USD in any of the following BitCoin (BTC), Ethereum (ETH) and NEM (XEM) and USD during Private Sale, assets that Company will accept as payment for Tokens, according to applicable exchange rates published on CryptoCompare.com as of the time your unique deposit address receives Tokens or USD from you as payment for IPG Tokens, according to the procedures set forth in Section 3 of this Exhibit A. Company reserves the right to lower the price per Token, at its sole discretion, during the TGE Private Sale and Public ICO Periods.

2. Commencement, Duration and Completion of Token Generation Event

Company will conduct a Private Sale, which will begin at 12:00 am UTC on April 2, 2018 (the “Launch Date”) and closes at 12:00 am UTC on April 30, 2018 (the “Close Date)

Company will conduct a public ICO, which will begin at 12:00 am UTC on May 2, 2018 (the “Launch Date”) and closes at 12:00 am UTC on June 16, 2018 (the “Close Date”).

There is no minimum and a Hard Cap number of Tokens set for the Token Generation Event. 20,000,000 ERC20 based tokens will be created via a Smart Contract with the name IPG. 65% of the IPG tokens representing 13,000,000 IPG will the allocated for the Token Generation Event.

3. Procedures for Buying and Receiving Tokens

To acquire Tokens during the TGE Period, you must have an ERC20 based token wallets established and operational. Specifically, you must have:

(i) either an Ethereum wallet if you wish to acquire Tokens using Ether, a Bitcoin wallet if you wish to acquire Tokens using Bitcoin, a NEM wallet if you wish to acquire Tokens using Xem and or an account with Currency that can be Wire Transfered - During Private Sale only.

(ii) an Ethereum wallet that supports the ERC20 token standard in order to receive Ethereum-based Tokens that you acquire from Company. Company reserves the right to prescribe additional guidance regarding specific wallet requirements.

At the Launch Date, Company will make available a web DashBoard application to facilitate your acquisition and receipt of Tokens. If you wish to acquire Tokens, you must first provide your Bitcoin address (if you wish to acquire Tokens using Bitcoin), your Ethereum address (if you wish to acquire Tokens using Ether), or your Nem address (if you wish to acquire Tokens using Xem) to the web application as a return address. Company is collecting return addresses so that it may return acquired’ tokens in the event that unforeseen circumstances cause Company to decide not to proceed with the sale of Tokens and for account sender verification. Second, you will need to provide an Ethereum ERC20 compatible wallet address for the delivery of Tokens you acquire. Generator may also request certain optional information, such as an email address, through the web interface.

For all U.S. Citizens and Companies contributors of USD and Tokens during the Private Sale will be required to be an Accredited Investor. All U.S. Citizens and Companies need to be verified and pass the Bank Secrecy and USA Patriot Acts test also called Know Your Customer (KYC), Anti Money Laundering (AML) & Customer Identification Program (CIP). All contributors will be giving a SAFT document to download and returned with signatures in the DashBoard.

All participants will be required to provide a Government Identification and other supporting documents that contributor can then upload in the DashBoard. A full Know Your Customer (KYC) & Anti Money Laundering (AML) screening will be conducted for All contributors. Contributor will be notified if they are Approved to Contribute.

The web DashBoard application will then display to you a unique deposit address for your Token or USD to be sent too. Once the unique deposit address has received from you, Company place in que for delivery of the IPG Tokens to the ERC20 wallet address that you provided to Company for delivery of the Tokens. The Tokens acquired will be displayed and reserved in the web application for distribution post ICO audit.

Company anticipates that delivery of Tokens to acquirer will occur within 4 to 6 weeks after the public ICO portion of the TGE concludes, but reserves the right to delay delivery up to four weeks after the conclusion of the TGE Period. Although Company does not anticipate any security issues arising from the sale of Tokens, this four week timeframe is intended as a precautionary buffer period for Company to resolve any such security or calculation issues.

4. Applicable Exchange Rate

Each of you who acquire Tokens during the TGE Period agrees that the exchange rate applicable to you (i.e., either BTC/USD, ETH/USD or XEM/USD depending on the cryptocurrency you have chosen to acquire IPG Tokens) is the rate obtained at CryptoCompare.com through its API as at the time Company receives either payment Tokens from you at Company’s unique deposit address.

5. Tokens to be Sold

Company has set a minimum acquisition of 50 IPG token and a maximum of 13,000,000 (65%) of the 20,000,000 Tokens allocated will be exchanged.

6. Tokens Retained by Company

The Company has allocated 7,000,000 (35%) will be retained by Company (the “Retained Tokens”).

Company anticipates to use the Retained Tokens to compensate its employees (including salaries and non-salary compensation), to fund future development of IP.Gold and related systems, provide grants to third-parties working on projects within the IP.Gold Ecosystem, support general development of the IP.Gold Ecosystem, marketing program, Bounty Campaign and a reserve fund.

7. Tokens or Sale Proceeds Retained by Founders and Existing Investors

Except to the extent paid as compensation for work performed for Company, neither the founders nor the existing Company investors will receive Retained Tokens from Company or any amount that is contributed to acquire Tokens from Company during the TGE Period.

8. Private Sale of Tokens

Company may commit to sell a certain portion of Tokens before the public ICO Launch Date (“Private Sale”). Under such Private Sale agreements, by agreeing to pay Company for Tokens before the Launch Date, a Private Sale contributor may acquire Tokens at a discounted rate. Currently Company intends to give an opportunity to participate in the Private Sale campaign to contributors who intend to contribute the equivalent to a minimum of $10,000 USD in Tokens. Private Sale contributors are entitled to receive 15% discount the Tokens for their payment with a descending 1% per week for 4 weeks.. For example, a Private Sale contributor will receive 115,000 IPG Tokens in exchange for U.S. dollar $100,000 equivalent in Ether, Bitcoins, NEM or USD ( with a SAFT Agreement ). The Qualified Contributor agrees that the exchange rate applicable to such Qualified Contributor (i.e., either BTC/USD, ETH/USD or XEM/USD depending on the cryptocurrency such Qualified Contributor has chosen to acquire Tokens) is the rate obtained from CryptoCompare.com, each as at the time Company receives a binding order to acquire Tokens in accordance with these Terms from such Qualified Contributor. Private Sale contributors must acknowledge and agree to be bound by these Terms, and receive Tokens pursuant to the procedures for receiving Tokens set forth in Section 3 of this Exhibit A.

9. Use of Proceeds from Token Generation Event

The Ethereum (ETH), BitCoin (BTC), NEM (XEM), and other proceeds from Token Generation Event will be used to compensate technical and non-technical staff, cover marketing costs and operating expenses, acquire IP address and other digital assets, and develop new and update existing technical infrastructure. Currently, we plan to use the proceeds for the following:

Development of IP.Gold Token Generation Event platform
Development of the IP.Gold Ecosystem and related asset monetization systems
Identification, analysis and acquisition of IP address assets for use in the Ecosystem
Identification, analysis and acquisition of other assets for use in the Ecosystem
Operations and support of IP.Gold Ecosystem solution and related services
PR and marketing of IP.Gold Ecosystem solution and its related services


Exhibit B


1. Certain Risks Relating to Acquire, Sale and Use of Tokens

Important Note: None of the information presented in this Exhibit B is intended to form the basis for any investment decision, and no specific recommendations are intended. Generator and 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 in this Exhibit B,

(ii) any error, omission or inaccuracy in any such information or

(iii) any action resulting from such information.

By acquiring, holding and using Tokens, you expressly acknowledge and assume the following risks:

Risk of Losing Access to Tokens Due to Loss of Private Key(s)

A private key, or a combination of private keys, is necessary to control and dispose of Tokens stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing Tokens will result in loss of such Tokens. 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 Tokens.

2. Risks Associated with the Blockchain Protocols

Because IPG Tokens are based on the Ethereum, any malfunction, breakdown or abandonment of the Ethereum protocols may have a material adverse effect on the Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Tokens by rendering ineffective the cryptographic consensus mechanism that underpins the respective protocols.

3. Risk of Mining Attacks

As with other decentralized cryptographic tokens based on the public blockchain protocol, the Tokens are susceptible to attacks by miners in the course of validating Token transactions on the applicable 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 Tokens, including, but not limited to, accurate execution and recording of transactions involving Tokens.

4. Risk of Hacking and Security Weaknesses

Hackers or other malicious groups or organizations may attempt to interfere with the Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing.

5. Risks Associated with Markets for Tokens

The Tokens are intended to be used solely to expand the IP.Gold Ecosystem. Company does not guarantee to support or otherwise facilitate any secondary trading or external valuation of Tokens. If Company were to support Tokens to be publicly traded on an Exchange, it is subject to a review of the regulatory climate and region of the Exchange. This will create liquidity risk with respect to the Tokens you hold.

6. Risk of Uninsured Losses

Unlike bank accounts or accounts at some other financial institutions, Tokens 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 Deposit Insurance Corporation, or private insurance arranged by us, to offer recourse to you.

7. Risks Associated with Uncertain Regulations and Enforcement Actions

The regulatory status of the Tokens, sale of Tokens and distributed ledger technology is far from clear or settled 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 Tokens. 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 Tokens. Regulatory actions could negatively impact the Tokens in various ways, including, for purposes of illustration only, through a determination that Tokens are a regulated financial instrument that require registration or licensing, even before the Tokens are publicly traded. 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.

8. Risks Arising from Taxation

The tax characterization of Tokens is uncertain. You must seek your own tax advice in connection with acquiring Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.

9. Risk of Insufficient Interest in the Applications

It is possible that the IP.Gold Ecosystem and supporting services will not be used by a large number of existing clients and customers or that there will be limited marketplace and customer interest in the Ecosystem or its supporting services. Such a lack of use or interest could negatively impact the development of the IP.Gold Ecosystem and the monetization of the IP address and other assets and therefore the potential utility of the Tokens.

10. Risks Associated with the Development and Maintenance of IP.Gold Ecosystem

The IP.Gold Ecosystem is still under development and may undergo significant changes over time. Although we intend for the Tokens and IP.Gold Ecosystem to follow the specifications set forth in Exhibit A, and intend to take commercially reasonable steps toward those ends, we may have to make changes to the specifications of the Tokens or IP.Gold Ecosystem for any number of legitimate reasons.

This could create the risk that the Tokens or IP.Gold Ecosystem, as further developed and maintained, may not meet your expectations at the time of acquisition. Furthermore, despite our good faith efforts to develop and maintain IP.Gold Ecosystem, it is still possible that IP.Gold Ecosystem will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact IP.Gold Ecosystem and Tokens.

11. Risk of an Unfavorable Fluctuation of Ether and Other Currency Value

We intends to use the proceeds from selling Tokens to fund the maintenance and development of IP.Gold Ecosystem, as described further in Exhibit A. The proceeds of the Token Generation Event may be converted into other cryptographic and fiat currencies. If the value of Ether or other currencies fluctuates unfavorably during or after the TGE Period, we may not be able to fund development, or may not be able to develop or maintain IP.Gold platform in the manner that it intended.

12. Risk of Dissolution

It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of cryptographic and fiat currencies, Token use and other issues, the failure of commercial relationships, changes in the market for IP.Gold products and services, or intellectual property ownership challenges, Company or Generator may dissolve.

13. Risks Arising from Lack of Governance Rights

Tokens confer no governance rights of any kind with respect to the IP.Gold Ecosystem, IP address or other assets, or Company, Generator or its corporate affiliates. All decisions involving IP.Gold Ecosystem, IP address or other assets, or Company, Generator or its corporate affiliates will be made by Company at its sole discretion, including, but not limited to, decisions to discontinue IP.Gold initiative, or to sell or liquidate Company. These decisions could adversely affect the IP.Gold Ecosystem and the Tokens you hold.

14. Unanticipated Risks

Cryptographic tokens such as the Tokens are a new and untested technology. In addition to the risks included in this Exhibit B, there are other risks associated with your acquisition, holding and use of Tokens, including those that Company or Generator cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Exhibit B.


Revision History

V1.1 4/14/2018