NOTICE AND DISCLAIMER

NOTICE: This Disclaimer references Confidential Information which may be presented to people interested in learning more about the Company and its activities. The presentation is CONFIDENTIAL and shall be known herein as the “Confidential Presentation.” This Confidential Presentation is being delivered to you by the Company and is for INFORMATION PURPOSES ONLY. It is being provided to you solely in your capacity of having requested information about the Company.

Any reproduction or distribution of this Confidential Presentation, in whole or in part, or the disclosure of its contents, without the prior written consent of the Company is prohibited. By viewing, reading, or accepting possession of this Confidential Presentation whether in hard copy or electronic form, each recipient, and its partners, directors, officers, employees, attorneys, agents, and representatives (collectively, “Recipient”), agrees: (i) to maintain the confidentiality of all information contained in this Confidential Presentation and not already in the public domain; and, (ii) to, within three days, return or destroy all copies of this Confidential Presentation or portions thereof in the Recipient’s possession following the request by the Company for the return or destruction of such copies.

This Confidential Presentation and any oral statements made in connection with this Confidential Presentation neither constitute an offer to sell nor a solicitation of an offer to buy any securities, or the solicitation of any proxy, vote, consent, or approval in any jurisdiction, nor shall there be any transaction in any jurisdiction in which the offer, solicitation, or sale would be unlawful under the laws of such jurisdiction. This Confidential Presentation is not intended for distribution to, or use by, any person in any jurisdiction where such distribution or use would be contrary to local law or regulation.

Listed sources of definitions as well as listed sources of information, if
any, are for convenience and reference only, and do not imply – and nor may
you infer – that anything contained herein is related to or governed by,
through, or under such sources, nor may you rely upon such sourcing or
definitions or the decisions which might naturally flow therefrom.

This Confidential Presentation may contain confidential information or
“Trade Secrets” of the Company, with “trade secrets” defined in the Defend
Trade Secrets Act 2016, 18 U.S.C. § 1839(3). Your acceptance to review this
Confidential Presentation means that you will not reveal such Trade Secrets
and other Confidential Information as is covered by any accompanying or
other Non-Disclosure Agreement.

NO REPRESENTATIONS OR WARRANTIES

THIS CONFIDENTIAL PRESENTATION DOES NOT PROVIDE INVESTMENT ADVICE. YOU MUST DO YOUR OWN RESEARCH (“DYOR”) INTO ALL MARKETS, THE COMPANY, ITS PROJECTS AND THE MANAGEMENT TEAM.

The information provided herein does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and you should not treat any of the information as such. The Company does not recommend that any cryptocurrency or digital currency should be bought, sold, or held by you or anyone else. You must conduct your own due diligence and consult your financial advisors and others before making any purchase, sale, or investment decisions. You must also conduct your own due diligence before deciding to use any third-party services or rely upon any third-party advice.

This Confidential Presentation is for informational purposes only and does not purport to contain all the information that may be required to evaluate a possible purchase, sale, or investment decision. You (included in the definition of “Recipient,” above) agree and acknowledge that this Confidential Presentation is not intended to form the basis of any investment decision by the Recipient and does not constitute financial investment, tax, or legal advice.

No representation or warranty, express or implied, is or will be given by the Company or any of its respective affiliates, partners, directors, officers, employees, or advisors or any other person as to the accuracy or completeness of the information (including the accuracy, completeness, or reasonableness of statements, estimates, targets, projections, assumptions, or judgments) in this Confidential Presentation or in any other written, oral, or other communications transmitted or otherwise made available to any person, entity, or party in the course of its evaluation, and the Company accepts no responsibility or liability whatsoever for the accuracy or sufficiency thereof, or for any errors, omissions, or misstatements, whether negligent or otherwise, relating thereto. The Recipient also acknowledges and agrees that the information contained in this Confidential Presentation is preliminary in nature and is subject to change, and that any such changes may be material. The Company disclaims any duty to update the information contained in this Confidential Presentation.

FORWARD LOOKING STATEMENTS

THIS CONFIDENTIAL PRESENTATION INCLUDES “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT (“PSLRA”) OF 1995. THE COMPANY’S ACTUAL RESULTS MAY DIFFER FROM ITS EXPECTATIONS, ESTIMATES, AND PROJECTIONS; CONSEQUENTLY, YOU SHOULD NOT RELY UPON THESE FORWARD- LOOKING STATEMENTS AS PREDICTIONS OF FUTURE EVENTS.

Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “might,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and including but not limited to these and similar expressions are intended to identify such Forward-Looking Statements. These Forward-Looking Statements include, without limitation, the Company’s expectations with respect to future performance. These Forward-Looking Statements also involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results.

Factors that may cause such differences include, but are not limited to: (1) the outcome of any governmental regulations; (2) the inability to complete any proposed business transactions; (3) the risk that any legislation or market conditions could disrupt current or future plans and operations; (4) markets and competition generally; (5) the ability of the Company to grow and manage growth profitably, maintain relationships with customers and business vendors, or obtain or retain key employees; (6) costs related to this or any other proposed business activities; (7) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; (8) the impact of the global health, geopolitical, or other such events (regardless of whether denominated as force majeure); (9) extreme market or economic volatility or upheavals, pressures from inflation or deflation, recession or depression; and, (10) other risks and uncertainties which have not been or cannot be foreseen.

The Company cautions that the foregoing list of factors is not exclusive, and the Recipient must not place undue reliance upon any Forward-Looking Statements, including projections, which address interpretations, judgements, reliance upon data from other sources, and conditions only as of the date they are made. The Company undertakes no obligation, and accepts no obligation, to release any updates of, or revisions to, any Forward-Looking Statements, to reflect any change in their expectations or any change in events, conditions, or circumstances upon which any such statement or statements may be based.

Industry, Market Data and Partnerships

In this Confidential Presentation, the Company relies upon and may refer to certain information regarding the markets and industries in which the Company competes or desires to compete. Such information is based upon management’s estimates and/or are obtained from third-party sources, including reports by market research firms and entity publications. While the Company believes such third-party information is reliable, there can be no assurance as to the accuracy or completeness of the indicated information. The Company has not independently verified (and cannot independently verify) the accuracy or completeness of the information provided by the third-party sources.

This Confidential Presentation may contain descriptions of certain key business relationships. These descriptions are based upon the Company’s management team’s discussions with such counterparties, certain non-binding agreements, and the latest available information and estimates as of the date of this Confidential Presentation. These descriptions are subject to negotiation and execution of definitive agreements with certain counterparties, which descriptions and subsequent agreements have not been completed as of the date of this Confidential Presentation, and there is no guarantee that such agreements will be successfully negotiated or consummated. As well, while the Company endeavors to perform reasonable due diligence on its potential counterparties and other vendors, it does and cannot not guarantee or assure that such counterparties and other vendors are fiscally stable either at present or for the duration of the proposed or actual agreement with the Company.

Trademarks

This Confidential Presentation may contain trademarks, service marks, trade names, or copyrights of this Company or other companies, which are the property of their respective owners, and the Company’s use thereof does not imply any affiliation with, or endorsement by, the owners of such trademarks, service marks, trade names, or copyrights. 28 Solely for convenience, some of the trademarks, service marks, trade names, and copyrights referred to in this Confidential Presentation may be listed without the TM, ©, or ® symbols, but the Company and its affiliates will assert, to the fullest extent under applicable law, the rights of their owners, if any, to these trademarks, service marks, trade names, and copyrights.

Projections

This Confidential Presentation may contain projected information. Such projected information – market, financial, or otherwise – constitutes Forward-Looking Statements, and is for illustrative purposes only, and should not be relied upon as being necessarily indicative of present or future conditions or future results. The assumptions and estimates underlying such projected information are inherently uncertain and are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projected information.

As stated in the section above titled “Forward-Looking Statements,” actual results may differ materially from the results contemplated by the projected information contained in this Confidential Presentation, and the inclusion of such information in this Confidential Presentation should not be regarded as a representation by the Company that the results reflected in such projections will be achieved. The Company’s management team and the consultants to the Company have not audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in this Confidential Presentation and, accordingly, have not expressed any opinion or provided any other form of assurance with respect thereto for the purpose of this Confidential Presentation.

No Offering

This Confidential Presentation does not purport to suggest or relate to an offering under the Securities Act of 1933 as amended (“Securities Act”), or the securities laws of any jurisdiction. Nothing herein has been reviewed, approved, or recommended by any federal, state, or foreign authorities, nor have any such authorities passed upon the merits of this or determined that this Confidential Presentation is accurate or complete. Any representation to the contrary is false and may constitute a criminal offense.