WTR DAO LLC

TERMS OF TOKEN SALE

NON U.S. PERSONS ONLY NOTICE

THESE TOKEN TERMS RELATE TO AN OFFERING OF TOKENS IN AN OFFSHORE TRANSACTION

TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN RULE 902(K) OF REGULATION S
UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”)) PURSUANT TO REGULATION S
UNDER THE SECURITIES ACT.

NONE OF THE TOKENS TO WHICH THESE TERMS RELATES HAVE BEEN REGISTERED UNDER
THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE
MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S.
PERSONS (AS DEFINED IN RULE 902(K) OF REGULATION S UNDER THE SECURITIES ACT)
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT,
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PLEASE READ THESE TERMS OF WTR TOKEN SALE CAREFULLY. NOTE THAT THIS AGREEMENT
CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT
YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE
TOKENS.

Your purchase of WTR, an Avalanche C-chain-based ERC20 token to be issued upon Network
Launch (as such term is defined below) on the Deepwaters Network (collectively, “WTR” or “Tokens”),
during the public Token sale period in which Tokens are publicized to the public outside the United States
for sale and purchase (the “Sale Period”) from WTR DAO LLC, a Marshall Islands non-profit corporation,
a (“Seller,” “we,” or “us”) is subject to these Terms of Service Token Sale and other terms and conditions
as further discussed below.

These Terms take effect when you (1) click an “I Agree” button, checkbox or other indicators of
agreement presented with this Agreement set forth in any web-based purchase forms and/or smart
contracts used by Purchaser and Seller to effectuate the purchase of the Tokens, including any
Avalaunch Platform Corp. (“Avalaunch”) Terms of Service, available at:
https://avalaunch.app/terms-of-service (collectively, the “Purchase Forms”); and (2) when Seller has
received payment in full for the Purchase Price (as such term is defined below). By purchasing Tokens
during the Sale Period, you (“you” or “Purchaser”) will be bound by this Agreement and all applicable
purchase terms and conditions against the particular purchase of Tokens (for example without limitation,
Purchase Price and number of Tokens purchased) that are conveyed by and through the Purchase Forms
(including but not to, the Avalaunch Terms of Service, available at: https://avalaunch.app/terms-of-service
and its Privacy Policy, available at: https://avalaunch.app/privacy-policy) which are hereby incorporated by
reference (collectively, the “Applicable Purchase Terms”). Purchaser understands and agrees that this
Agreement, coupled with the Applicable Purchase Terms, on a purchase by purchase basis, will in turn
constitute a binding contractual agreement between Purchaser and Seller, which such binding contractual
agreement is referred to from time to time below as the “Agreement”. If you have any questions regarding
this Agreement and/or the Applicable Purchase Terms, please contact us at  info@deepwaters.xyz.

1. Purpose and Current/Future Use of Tokens in the Network

(a) The Tokens are intended to be part of and compatible with Seller’s Deepwaters
ecosystem of services and trading exchange (collectively referred to as the “Network”), which is further
intended to have the functionality as set forth in the “Network Papers” (defined below) at all times subject
to the attendant risks outlined on Exhibit A attached hereto, it being understood that the risk set forth in
Exhibit A are not intended to be and are not an exhaustive recitation of risk factors (the “Risk Factors”),
and any other relevant document(s) and/or materials, including those made available by Seller or its
representatives via the Internet, related to the development of the Network (together, the “Network
Papers”).

(b) Seller intends for Deepwaters ecosystem and Tokens to address key deficiencies
in centralized and decentralized trading applications and seeks to launch its own cryptocurrency
exchange (the “Services”). Furthermore, it is intended by the Seller for Deepwaters to employ the WTR as
a means of payment for fees on the proposed Deepwaters exchange, in addition to various other
functionalities. The Purchaser further acknowledges and understands that the Network Papers and Risk
Factors are subject to further revisions prior to being finalized in connection with the Network Launch.

(c) Seller has previously sold, pursuant to “Warrants to Purchase Tokens”, certain
rights to certain purchasers for the future acquisition of the Tokens.

2. Purchase Price and Number of Tokens Purchased. The purchase of any Tokens under
this Agreement shall be at a Purchase Price (as such term is defined below) (it being understood that at
this time only AVAX shall be accepted by the Seller for purposes of purchasing the Tokens). Without
limiting the foregoing, the Seller reserves the right to refuse any purchase of Tokens by any Purchaser, at
any time, for any reason or no reason.

3. Modifications to the Terms. We may modify this Agreement at any time by, at our
option, posting a revised version thereof on the Seller website and through smart contracts, websites, and
other Internet accessible channels provided by Avalaunch, other channels that the Seller makes
available, or by email. The modified provisions will become effective upon posting or the date indicated in
the posting, or if the Seller notifies Purchaser by email, as stated in the email. It is Purchaser’s
responsibility to check the Seller website and other channels regularly for any such modifications. Your
continued use of Tokens or the Network after any modification become effective constitutes your
acceptance of any such modification. Please contact us by email at info@deepwaters.xyz, if you do not
accept any modifications.

4. Certain Definitions.

“Distribution Compliance Period’’ means the 180-day period following the issuance of the Tokens.

“Disqualified Jurisdiction” means the following jurisdictions: the United States, Algeria, Antigua &
Barbuda, Bangladesh, Bolivia, Belarus, Burma (Myanmar), Burundi, Cote D'Ivoire, Crimea & Sevastopol,
Cuba, D.R. Congo, Ecuador, Iran, Iraq, Liberia, Libya, Magnitsky, Mali, Morocco, Nepal, North Korea,
Somalia, Sudan, Syria, Venezuela, Yemen, Zimbabwe, and any other jurisdiction where the investment,
purchase, and/or use of the Tokens is unavailable or unlawful.

“Network Launch” means a bona fide creation and delivery of the WTR after the date on which
the Network has been publicly released by the Seller and has been adopted by third-parties supporting
the Network.

“Purchase Price” twelve cents in US Dollars ($0.12 USD), payable in AVAX, at the time of the
Purchaser’s purchase of the Tokens, it being understood and agreed by the Purchaser, that the Seller
reserves the right to modify the foregoing Purchase Price at any time, in its sole discretion.

“WTR” means the native utility token of the Network (which is separate and apart from any
current or proposed tokens of the Seller, including but not limited to ZBR tokens).

5. AVAX Treatment and Conversion Price. At this time, the seller shall only accept AVAX
as a currency and means for payment or purchase of the Tokens. Since the Purchase Amount (or any
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portion thereof) is to be paid in AVAX, the value of the Purchase Amount (or the applicable portion
thereof) shall be deemed to be, at the Seller’s election (i) the U.S. dollar equivalent of AVAX as of the date
and time this Agreement is executed by the Seller as published on such exchange or exchanges as shall
be determined in the sole discretion of the Seller, or (ii) the U.S. dollar value, net of any exchange fees or
costs, actually received by the Seller upon exchange of such AVAX into U.S. dollars (provided Seller
actually converts the Purchase Amount into U.S. dollars as promptly as practicable following the Seller’s
receipt of the Purchase Amount).

6. Tax Treatment. The Purchase Price that you pay for Tokens is exclusive of all applicable
taxes. You are solely responsible for determining what, if any, taxes apply to your purchase of Tokens (or
conversion of the same into WTR, and vice versa), 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 purchase of Tokens (or conversion of the same
into WTR, and vice versa). You agree not to hold the Seller nor its directors, officers, employees, affiliates
(including Vatnforn, Corp.) or agents (collectively, the “Seller Parties”) liable for any tax liability associated
with or arising from the creation, ownership, use or liquidation of Tokens, or any other action or
transaction related to the Network.

7. Seller Representations.

(a) The Seller is a non-profit corporation duly organized, validly existing and in good
standing under the laws of the Marshall Islands, and has the power and authority to own, lease and
operate its properties and carry on its business as now conducted.

(b) The execution, delivery and performance by the Seller of this Agreement is within
the power of the Seller and, other than with respect to the actions to be taken when Tokens are to be
delivered to the Purchaser, has been duly authorized by all necessary actions on the part of the Seller.
This Agreement constitutes a legal, valid and binding obligation of the Seller, except as limited by
bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of
creditors’ rights generally and general principles of equity.

8. Purchaser Eligibility as a non-U.S. Person; Selling Restrictions on Transfer to U.S.

Persons.

(a) Sales of the Token will be made solely to non-U.S. Person(s). A “non-U.S.
Person” must meet the criteria set forth in in Rule 902(k) of Regulation S under the 1933 Securities Act
(“Rule 902(k)”). A non-U.S. Person according to Rule 902(k) means:

(i) A natural person who resides outside of the U.S. and its territories;

(ii) A foreign corporation or partnership formed outside of the U.S. and its
territories and with its principal place of business outside of the U.S.;

(iii) Any discretionary account or similar account (other than an estate or

trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary
organized, incorporated, or (if an individual) resident in the United States;

(iv) Any estate which is governed by foreign law and of which any
professional fiduciary acting as executor is a non-U.S. person as defined above in (i);

(v) Any trust existing outside of the U.S. and organized according to the laws
of a foreign nation;

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 (vi) Any trust of which any professional fiduciary acting as trustee is a U.S.
person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the
trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person.

(b) IMPORTANT NOTE: Purchaser acknowledges that until the expiration of the
‘‘distribution compliance period’’ (as defined above), Purchaser shall not make any offer or sale of the
Tokens to a U.S. person or for the account or benefit of a U.S. person within the meaning of Rule 902(k)
under the 1933 Securities Act (the “Act”). Purchaser understands that no action has been taken in any
jurisdiction (including the United States) by the Seller that would permit a public offering of the Tokens in
any jurisdiction where action for that purpose is required. Consequently, any transfer of the Tokens will be
subject to the selling restrictions set forth in this Agreement under this Section 8.

9. Purchaser Representations.

(a) The Purchaser is NOT a U.S. person within the meaning of Rule 902(k) of the
Act. The Purchaser has been advised that neither this Agreement, the Tokens have NOT been registered
under the Act or any U.S. state securities laws. The Purchaser is purchasing the Tokens for its own
account, not as a nominee or agent, and not with a view to, or for resale in connection with, the
distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or
otherwise distributing the same. The Purchaser has such knowledge and experience in financial and
business matters that the Purchaser is capable of evaluating the merits and risks of such investment, is
able to incur a complete loss of such investment without impairing the Purchaser’s financial condition and
is able to bear the economic risk of such investment for an indefinite period of time.

(b) Purchaser acknowledges that until the expiration of the distribution compliance
period, Purchaser shall not make any offer or sale of the Tokens to a U.S. person or for the account or
benefit of a U.S. person within the meaning of Rule 902(k) under the Act. Purchaser understands that no
action has been taken in any jurisdiction (including the United States) by the Seller that would permit a
public offering of the Tokens in any jurisdiction where action for that purpose is required. Consequently,
any transfer of the Tokens will be subject to the selling restrictions set forth in this Agreement.

(c) The Purchaser has full legal capacity, power and authority to execute and deliver
this Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and binding
obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy,
insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights
generally and general principles of equity.

(d) The Purchaser has such knowledge and experience in financial and business
matters that the Purchaser is capable of evaluating the merits and risks of this purchase. The Purchaser
has made its own investigation and evaluation of this Agreement and the Tokens, including the risks
involved in entering into this Agreement and purchasing the Tokens prior to the Network Launch. In
making such investigation and evaluation, Purchaser has been provided with, and has carefully reviewed
the Risk Factors herein, and has consulted with his, her or its own legal, financial and tax advisors as to
the merits and risks of entering into this Agreement.

(e) The Purchaser also understands there is no guarantee of a Network Launch or

any distribution of the WTR, and the funds generated by this Agreement may be retained by the Seller for
its own purposes, rather than committed solely to the development and launch of the Network.

(f) The Purchaser has read and understands the Network Papers. The Purchaser
further acknowledges and understands that the Network Papers are subject to further revisions prior to
being finalized in connection with the Network Launch.

(g) The Purchaser understands that the WTR design remains under development,
and that ongoing development efforts may result in material changes to the current design of the WTR as

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outlined in the Network Papers. Further, the Purchaser understands that the timing, the WTR allocation
structure and other ongoing development plans of the Network Launch may be subject to change in the
sole and absolute discretion of the Seller.

(h) The Tokens are not intended to confer any rights other than rights relating to the
provision and receipt of Services in the Network, subject to limitations and conditions in this Agreement
and any current and/or future applicable Network policies, terms, and conditions. In particular, you
understand and accept that Tokens do not represent, constitute or confer: any ownership right or stake,
share, equity, security, bond, debt instrument, or any other financial instrument or investment or
investment carrying equivalent rights.

(i) The Purchaser understands that the Seller makes no warranties of title or implied
warranties of merchantability of fitness for a particular use with respect to the Tokens or their
functionality, features, purpose, or attributes in connection with the Network. As a result, you may never
receive delivery of the WTR, and you may lose the entire amount of the payment you make to the Seller.

(j) The Purchaser has such knowledge and experience in financial and business
matters that the Purchaser is capable of evaluating the merits and risks of entering into this Agreement
and of purchasing Tokens, including without limitation and acknowledgement and assumption of the risk
that if issued, the Tokens and the Network may not be broadly adopted, and the Tokens may decrease in
value over time and/or lose all their monetary value.

(k) The Purchaser understands that any purchase of the Tokens involves a high
degree of risk. The Purchaser is able to bear the risk of any purchase of the Tokens including, without
limitation, the risk of total loss of its purchase monies. The Purchaser has sought its own accounting, legal
and tax advice as it has considered necessary to make an informed decision with respect to the issuance
and sale of the Tokens in accordance with this Agreement. The Purchaser is NOT relying on any advice
or representation of the Seller in connection with entering into this Agreement or the transactions
contemplated hereunder or thereunder (other than the representations made by the Seller in this
Agreement) and has not received from the Seller any assurance or guarantee as to the merits (whether
legal, regulatory, tax, financial or otherwise) of entering into this Agreement or the performance of the
Purchaser’s obligations hereunder.

(l) The Purchaser has not relied on any representations or warranties made by the
Seller outside of this Agreement, including, but not limited to, conversations of any kind, whether through
oral or electronic communication. The Purchaser represents that it has adequate information on which to
base its decision to purchase Tokens through this Agreement, notwithstanding the fact that the terms
applying to the use and enjoyment of the WTR shall be subject to the Applicable Purchase Terms, as
modified from time to time. The Purchaser acknowledges that the Terms shall be at the sole and absolute
discretion of the Seller and will be binding on the Purchaser regardless of the extent, nature or impact of
such changes.

(m) The Purchaser understands that no national, state, nor regional governmental
agency or any other governmental authority has passed on or made any recommendation or
endorsement of this Agreement or the Tokens or the fairness or suitability of this purchase, nor has any
governmental authority passed upon or endorsed the merits of this offering.

(n) The Purchaser’s entry into this Agreement complies with applicable laws and
regulations in the Purchaser’s jurisdiction.

(o) The Purchaser understands that the Purchaser bears sole responsibility for any
taxes as a result of the matters and transactions that are the subject of this Agreement, and any future
acquisition, ownership, use, sale or other disposition of Tokens held by the Purchaser. To the extent
permitted by law, the Purchaser agrees to indemnify, defend and hold the Seller or any of its affiliates,
employees or agents (including developers, auditors, contractors or founders) harmless for any claim,
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liability, assessment or penalty with respect to any taxes (other than any net income taxes of the Seller
that result from the delivery of Tokens to the Purchaser) associated with or arising from the Purchaser’s
purchase of Tokens hereunder, or the use or ownership of Tokens.

(p) The Purchaser is not a resident of, or (if applicable) is not domiciled in, any
Disqualified Jurisdiction or purchasing the Tokens from a location in any Disqualified Jurisdiction.

(q) The Purchaser agrees to comply strictly with all applicable import, re-import,
export, and re-export control and sanctions laws, regulations, guidance and programs, including but not
limited to the U.S. Export Administration Regulations (“EAR”) administered by the U.S. Department of
Commerce’s Bureau of Industry and Security (“BIS”), the International Traffic in Arms Regulations
administered by the U.S. Department of State’s Directorate of Defense Trade Controls (“DDTC”), and
economic sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign
Assets Control (“OFAC”).

(r) The Purchaser is not (i) a citizen or resident of a geographic area in which use of
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 applicable sanctions or
embargoes, or (iii) an individual, or an individual employed by or associated with an entity, that is
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. If the Purchaser’s country of residence or other circumstances change such that
the above representations are no longer accurate, the Purchaser will immediately notify the Seller.

(s) The Purchaser will not use the Tokens in connection with any activity that violates
applicable laws in any relevant jurisdiction, including, but not limited to, use of the Tokens in connection
with transactions that violate U.S. federal or state securities or commodity laws.

(t) The Purchaser will at all times maintain control of the Purchaser’s wallet where
any Tokens are stored, and the Purchaser will not share or disclose the account credentials associated
with such wallet with any other party.

(u) Purchaser understands and acknowledges that the Tokens may be subject to
certain Lock-Ups and other restrictions on transferability as required by law or otherwise imposed by the
Seller or the Network.

(v) The Purchaser understands and acknowledges that this Agreement, and the final
Terms shall not be construed as an invitation to subscribe for any securities, and the Purchaser
understands and acknowledges that no actions of, or documentation issued by the Seller, shall be
construed as such.

10. Network Launch. The Seller shall use commercially reasonable efforts to cause the
Network Launch, unless, in the sole and absolute discretion of the Seller, the Network Launch or delivery
of the Tokens would not be technically feasible or would not be advisable in light of applicable law.

11. Promotions, Bonuses, Discounts, Lock-Ups & Other Features. From time to time,
the Seller may provide various promotional terms and conditions with regard to the Tokens, including but
not limited to bonuses, discounts, contests, promotions, etc. In addition, Seller may impose additional
lock-up time frames and conditions, in its sole discretion. In some cases, Seller may have separate terms
and conditions which are complementary to the foregoing, such as rules, regulations, terms and
conditions that apply to any of the foregoing items.

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 12. Disclaimers.

(a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT

AS OTHERWISE SPECIFIED IN A WRITING BY SELLER, (A) THE TOKENS ARE SOLD ON AN “AS IS”
AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND,
AND WE EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS RELATING TO THE
TOKENS (WHETHER EXPRESS OR IMPLIED), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF
PERFORMANCE, USAGE OF TRADE, OR OTHERWISE; (B) SELLER DOES NOT REPRESENT OR
WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT, ERROR-FREE, OR DEFECT-FREE,
MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS WILL BE CORRECTED; AND (C) SELLER
CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY
MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

(b) PURCHASER ACKNOWLEDGES THAT PURCHASER HAS NOT RELIED

UPON ANY REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER PERSON ON
THE SELLER’S BEHALF, INCLUDING, BUT NOT LIMITED TO, CONVERSATIONS OF ANY KIND,
WHETHER THROUGH ORAL OR ELECTRONIC COMMUNICATION.

(c) SELLER DOES NOT AND WILL NOT PROVIDE YOU WITH ANY SOFTWARE
OTHER THAN THE TOKENS IN YOUR RESULTING DISTRIBUTION. YOU UNDERSTAND THAT
TOKENS, DISTRIBUTED LEDGER TECHNOLOGY, THE ETHEREUM PROTOCOL, THE
DEEPWATERS NETWORK, AND ETHER ARE NEW AND RELATIVELY UNTESTED TECHNOLOGIES
OUTSIDE OF SELLER’S CONTROL AND ADVERSE CHANGES IN MARKET FORCES OR
TECHNOLOGY WILL EXCUSE SELLER’S PERFORMANCE UNDER THIS AGREEMENT.

(d) TRANSACTIONS USING DISTRIBUTED LEDGER TECHNOLOGY ARE AT

RISK TO MULTIPLE POTENTIAL FAILURES, INCLUDING HIGH NETWORK VOLUME, COMPUTER
FAILURE, DISTRIBUTED LEDGER FAILURE OF ANY KIND, USER FAILURE, TOKEN THEFT, AND
NETWORK HACKING. WE ARE NOT RESPONSIBLE FOR ANY LOSS OF DATA, ETHER, TOKENS,
HARDWARE OR SOFTWARE RESULTING FROM ANY TYPES OF FAILURES, THEFT, OR HACK.

(e) NO GOVERNMENTAL OR REGULATORY AUTHORITY HAS EXAMINED OR

APPROVED ANY OF THE INFORMATION SET FORTH IN THESE TERMS OR ANY RELATED
DOCUMENTATION OR COMMUNICATION BY THE SELLER. NO SUCH ACTION HAS BEEN OR WILL
BE TAKEN UNDER THE LAWS, REGULATORY REQUIREMENTS, OR RULES OF ANY
JURISDICTION.

(f) 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. In such an event, the terms that are not enforceable in
the relevant jurisdiction shall be severed from this Agreement.

13. Limitations on Liability

(a) THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT

WILL SELLER OR ANY OF THE SELLER PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY LOSSES OR DAMAGES OF ANY KIND
(INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR
PROFITS, DIMINUTION OF VALUE, LOSS OF USE OR DATA, LOSS OR DEPLETION OF GOODWILL,
LOSS OF BUSINESS OPPORTUNITY, LOSS OF CONTRACT, DAMAGES FOR BUSINESS
INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, OR THE LIKE) ARISING OUT OF OR IN ANY
WAY RELATED TO THE SALE OR USE OF THE TOKENS OR OTHERWISE RELATED TO THESE
TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT

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(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
SELLER AND THE SELLER PARTIES (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 SELLER FOR THE TOKENS.

(b) The Seller Parties’ aggregate liability arising out of or related to this agreement,
whether arising out of or related to breach of contract, tort or otherwise, will not exceed the Purchase
Amount.

(c) No recourse under or upon any obligation, covenant or agreement contained in

this Agreement shall be had against any past, present or future stockholder, officer, director or employee,
as such, of the Seller Parties or of any successor, either directly or through the seller or any successor,
under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by
any legal or equitable proceeding or otherwise, all such liability being, by acceptance hereof and as part
of the consideration of the Seller to Purchaser, expressly waived and released.

14. Release

To the fullest extent permitted by applicable law, Purchaser releases Seller and all other Seller Parties
from responsibility, liability, claims, losses, 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 you and the acts or omissions of third parties.

15. Dispute Resolution; Governing Law; Arbitration

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO

ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH SELLER AND LIMITS THE MANNER IN WHICH
YOU CAN SEEK RELIEF FROM US.

(a) This Agreement will be governed by and construed and enforced in accordance
with the laws of the laws of the Republic of the Marshall Islands, without regard to conflict of law rules or
principles (whether of the Republic of the Marshall Islands or any other jurisdiction) that would cause the
application of the laws of any other jurisdiction.

(b) Binding Arbitration. Except for any disputes, claims, suits, actions, causes of
action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual
action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of
intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade
secrets or patents, you and Seller (i) waive your and Seller’s respective rights to have any and all
Disputes arising from or related to this Agreement resolved in a court and (ii) waive your and Seller’s
respective rights to a jury trial. Instead, you and Seller will arbitrate Disputes through binding arbitration
(which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making
a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in
court).

(c) Any Dispute arising out of or related to this Agreement is personal to you and
Seller and will be resolved solely through individual arbitration and will not be brought as a classwide
arbitration, class action or any other type of representative proceeding. There will be no classwide
arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of
another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of

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representative action, whether within or outside of arbitration, or on behalf of any other individual or group
of individuals.

(d) Any Dispute shall be resolved by final and binding arbitration before a single
arbitrator pursuant to the rules of arbitration then in force of the London Court of International Arbitration,
which rules are incorporated by reference herein. The elapse of sixty (60) days shall not be a precondition
to the obtaining of emergency interim relief, either via arbitration or from a court of appropriate jurisdiction.

(e) The seat (or legal venue) of arbitration shall be London. Such arbitration shall be
the exclusive remedy hereunder; provided that nothing contained in this Section 15 shall limit any party’s
right to bring (i) post arbitration actions seeking to enforce an arbitration award or (ii) actions seeking
injunctive or other similar relief in the event of a breach or threatened breach of any of the provisions of
this Agreement (or any other agreement contemplated hereby). The decision of the arbitrator may, but
need not, be entered as judgment in a court of competent jurisdiction. If this arbitration provision is for any
reason held to be invalid or otherwise inapplicable to any dispute, the parties agree that any action or
proceeding brought with respect to any dispute arising under this Agreement, or to interpret or clarify any
rights or obligations arising hereunder, shall be maintained solely and exclusively in the courts of England
and Wales. With respect to any action or proceeding that a successful party to the arbitration may wish to
bring to enforce any arbitral award or to seek injunctive or other similar relief in the event of the breach or
threatened breach of this Agreement (or any other agreement contemplated hereby), each party
irrevocably and unconditionally (and without limitation): (i) submits to and accepts, generally and
unconditionally the non-exclusive jurisdiction of the courts of England and Wales, (ii) waives any objection
it may have now or in the future that such action or proceeding has been brought in an inconvenient
forum, (iii) agrees that in any such action or proceeding it will not raise, rely on or claim any immunity
(including, without limitation, from suit, judgment, attachment before judgment or otherwise, execution or
other enforcement), (iv) waives any right of immunity which it has or its assets may have at any time, and
(v) consents generally to the giving of any relief or the issue of any process in connection with any such
action or proceeding including, without limitation, the making, enforcement or execution of any order or
judgment against any of its property. IN ENTERING INTO THE ARBITRATION PROVISION OF
THIS SECTION 15, EACH PARTY TO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY WAIVES
ITS RIGHTS TO A JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY KNOWINGLY AND
VOLUNTARILY WAIVES TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN
CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT
OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.

16. Miscellaneous.

(a) This Agreement sets forth the entire agreement and understanding of the parties
relating to the subject matter herein and supersedes all prior or contemporaneous disclosures,
discussions, understandings and agreements, whether oral or written, between them relating to the
subject matter hereof.

(b) Notices.

(i) To Purchaser:  We may provide any notice to you, at our option, under
this Agreement by sending an email to the email address then associated with your Applicable Purchase
Terms. It is the responsibility of the Seller to keep its email address current. Seller will be deemed to have
received any email sent to such email address when the Seller transmits the email, whether or not the
Purchaser actually receives and/or reads such email.

(ii) To Seller: To give Seller notice under this Agreement, Purchaser must
contact the Seller by email to info@deepwaters.xyz. Seller may update this email address for notices to
us by posting a notice on the Seller website or sending an email to Purchaser. Notices to us will be
effective when received by Seller.

9
 (c) In the event any one or more of the provisions of this Agreement is for any
reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that
any one or more of the provisions of this Agreement operate or would prospectively operate to invalidate
this Agreement, then and in any such event, only such provision(s) will be deemed null and void and will
not affect any other provision of this Agreement and the remaining provisions of this Agreement will
remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.

(d) The Purchaser shall, and shall cause its affiliates to, execute and deliver such
additional documents, instruments, conveyances and assurances and take such further actions as may
be reasonably requested by Seller to carry out the provisions of this Agreement and give effect to the
transactions contemplated by this Agreement, including, without limitation, to enable the Seller or the
transactions contemplated by this Agreement to comply with applicable laws.

(e) The Seller shall not be liable or responsible to the Purchaser, nor be deemed to
have defaulted under or breached this Agreement, in each case, for any failure or delay in fulfilling or
performing its obligations under this Agreement, if and to the extent that such failure or delay is caused
by, or results from, acts beyond the affected party’s reasonable control, including, without limitation:
(i) acts of God; (ii) pandemics or epidemics (iii)  flood, fire, earthquake or explosion; (iv) war, invasion,
hostilities (whether war is declared or not), terrorist threats or acts, or other civil unrest; (v) applicable law
or regulations; (vi) action by any governmental authority; (vii) cyber-attacks, malware attacks, denial of
service attacks, consensus-based attacks, Sybil attacks, smurfing, spoofing and similar events; or
(viii) technological changes (including changes imposed by platforms or networks related to the Tokens
and the Network).

(f) Seller and Purchaser or any of their respective affiliates, is an agent of the other
for any purpose or has the authority to bind the other, and nothing contained herein shall create or imply
an agency, joint venture, partnership or other fiduciary relationship between Seller and Purchaser.

(g) Nothing in this Agreement shall be deemed to create any form of partnership,
joint venture, or any similar relationship between you and the Seller and/or other individuals or entities
involved with the development, deployment, and maintenance of the Network and/or the Seller Parties
and/or the Network.

(h) This Agreement does not create any third-party beneficiary rights in any person
except for any of our affiliates or licensors as provided in this Agreement.

(i) Seller will not assign this Agreement, or delegate or sublicense any of its rights
under this Agreement, without Seller’s prior written consent. Any assignment or transfer in violation of this
Section will be void, ab initio. Seller may assign this Agreement under this Agreement or any of its
provisions without Purchaser’s consent. Subject to the foregoing, this Agreement under this Agreement
will be binding upon, and inure to the benefit of, the parties and their respective successors and permitted
assigns.

(j) All communications and notices to be made or given pursuant to this Agreement
must be in the English language.

10
 Exhibit A

RISK FACTORS

A purchase of the Tokens involves a high degree of risk. You should carefully consider the risks
and uncertainties described below before deciding to purchase the Tokens. The occurrence of any of the
following risks could result in you losing all or part of your investment.

WTR Release Risks

Risks Associated with Failure to Reach or Achieve Network Launch or Other Failures Associated
Preventing or Frustrating the Release of the WTR.

There may be technical, regulatory, financial, and other hurdles that may undermine, or otherwise
prevent the Seller from adequately establishing the Network Launch so as to prevent the proper
functionalities of the WTR. Moreover, at any given time even following Network Launch, there may be a
variety of legal, regulatory, and/or other issues that may prevent temporarily or permanently adversely
affect or frustrate the use or enjoyment of the Tokens. Accordingly, Purchasers must be able to bear such
risk.

Network Launch Risks.

While the Seller will use its reasonable best efforts to effectuate a meaningful Network Launch, it
cannot guarantee such outcome and accordingly, WTRs may never be made available.

Business Risks

Risks Relating to the Further Development and Acceptance of Blockchain Technology and
Cryptocurrencies

The growth of the blockchain industry in general and cryptocurrencies in particular is subject to a
high degree of uncertainty. The factors affecting the foregoing include, without limitation:

• Worldwide growth in the adoption and use of blockchain technologies and

cryptocurrencies;

• Government and quasi-government regulation of blockchain technologies and

cryptocurrencies;

• The availability and popularity of other forms or methods of buying and selling goods and
services, or trading assets, including new means of using fiat currencies;

• General economic conditions; and

• A decline in the popularity or acceptance of cryptocurrencies.

The slowing or stopping of the development, general acceptance and adoption and usage of
blockchain networks and cryptocurrencies may deter or delay the acceptance and adoption of the
Network and the Tokens.

Risks Associated with the Development and Launch of the Network

The Network has not yet been developed and its development will require significant capital, the
expertise of the Seller’s management and substantial time and effort by skilled developers and other
parties. The Seller may not retain the services of developers with the technical skills and expertise
needed to successfully develop the Network and progress it to a successful launch. In addition, even if
the Network is successfully developed and launched, there can be no assurance that the Network will
function as intended or that it will be able to sustain long-term operation of the Tokens or other large scale
distributed applications or cryptocurrencies. Although the Seller intends for the Network to have the
features and specifications set forth in the Network Papers, changes to such features and specifications
may be made for any number of reasons. There can be no assurance that the Network or the Tokens will
function as described in the Network Papers or will be launched according to the Seller’s current plans.

The Seller plans to incorporate various technology solutions into the Network. Some or all of
these technology solutions may be new and/or relatively untested. There is significant risk to building and
implementing such new technologies that may have never been used, or that are being used in different
ways. There is no guarantee that such technologies will operate as intended or as described in the
Network Papers or will be launched according to the Seller’s current plans.

Risks Associated with a Lack of Interest in the Network

It is possible that the Network will not be used by a large number of individuals, companies and
other entities and/or that there will be limited public interest in the creation and development of distributed
ecosystems (such as the Network) more generally or distributed applications to be used on the Network.
Such a lack of use or interest could negatively affect the development of the Network and the Tokens.

Technical Risks Associated with the Network

The Network may include coding errors or otherwise not function as intended, which may
negatively affect the Network and the functionality of the Tokens. Upgrades to the Network after it
launches, a hard fork in the Network or a change in how transactions are confirmed on the Network may
have unintended adverse effects on the Tokens. As a result, any such coding errors or unintended
functionalities in the Network may remain unresolved.

Risk that the Network is Superseded

There can be no assurance that the technology being proposed to underpin the Network will not
be supplanted by competing protocols that improve upon, or fully replace, the Network technology. It is
not known whether the Network will become the predominant protocol adopted globally by the industry. If
the Network is surpassed or superseded, usage of the Tokens and adoption may decline. The Network’s
technology will be available as open-source, meaning that anyone can copy and disseminate the Network
source code either in the same form or with modifications as a “fork.”

Risk of Competing Ecosystems

It is possible that alternative ecosystems could be established that leverage the same open
source code and protocol underlying the Network and/or attempt to facilitate services that are materially
similar to those provided by the Network. The Network may compete with these alternatives, which could
negatively impact the Network and Tokens, including WTR.

Regulatory and Legal Risks

Uncertain Regulatory Framework

The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear
or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will
regulate such technologies. It is likewise difficult to predict how or whether any governmental authority
may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital
assets, blockchain technology and its applications. Such changes could negatively affect the Tokens in
2
various ways, including, for example, through a determination that the Tokens are regulated financial
instruments that require registration or licensing of those instruments or some or all of the parties involved
in the sale, purchase and delivery thereof. The Seller, may cease the distribution of Tokens, cease the
development of the Network or cease operations in a specific jurisdiction in the event that governmental
authority, regulatory actions, changes to law or regulations, or other actions make such distribution,
development and/or operations unlawful or commercially undesirable to obtain the necessary regulatory
approval(s) to operate in such jurisdiction.

Legal and Regulatory Factors Relating to the Seller’s Business Model Might Present Barriers to
Success

The Network will operate in a new and developing legal and regulatory environment. The
established body of law, regulations, and court decisions concerning blockchain and smart contracts is
nascent, and the law regarding token sales and cryptocurrencies is developing. As a result, it is possible
that there could be legal disputes over the interpretation of smart contracts used in connection with the
Network, thus undermining the functionality of the Network and the Tokens. To the extent licenses or
other authorizations are required in one or more jurisdictions in which the Seller operates or will operate,
there is no guarantee that the Seller will be granted such licenses or authorizations. The Seller may need
to change its business model, and therefore modify the proposed use of the Network and the Tokens to
comply with these licensing and/or registration requirements (or any other legal or regulatory
requirements) in order to avoid violating applicable laws or regulations or because of the cost of such
compliance.

The Seller’s proposed cryptocurrency exchange, which forms the backbone of the Seller’s
business strategy (the “Exchange”) must overcome a number of regulatory hurdles before it may
commence operation as a broker-dealer based alternative trading system (or other registered exchange
category, as applicable) for crypto-securities and the failure to overcome any one of these hurdles may
prevent the Exchange from operating (including but not limited to the United States), may require us to
reconfigure our proposed commercial offerings.

A significant portion of our strategy is to establish the Exchange. The laws, rules, regulations
governing an Exchange are uncertain within the United States and many other parts of the world.
Moreover, registration, transparency, and governmental oversight may be necessary for us to operate the
Exchange in the United States and serve United States users (and possibly users in other parts of the
world). Accordingly, with regard to the United States, we may have to submit an application to Financial
Industry Regulatory Authority (“FINRA)” to become a broker-dealer alternative trading system in order to
comply with US laws, rules, regulations. The Exchange (as well as the Seller and/or the Seller’s affiliates
chosen for broker-dealer functions) must satisfy a number of different requirements before FINRA will
admit it as a member and allow it to commence operations as a broker-dealer. In addition, we or our
future potential affiliate Broker-Dealer/ATS will likely have to file a Form ATS with the SEC and meet
applicable SEC requirements to operate as an alternative trading system. The Seller believes that some
of the items that it (or its future potential affiliates) will have to address in its regulatory filings are its
policies and procedures for: (i) establishing clearing, settlement, custody and control procedures suitable
for blockchain based securities that meet the requirements of Exchange Act Rule 15c3-3, the “Customer
Protection Rule,” and FINRA Rules; (ii) engaging an auditor with necessary expertise to verify the
existence and value of blockchain based securities; and (iii) obtaining approval of the Seller’s, its future
affiliates’, and/or the Exchange’s proposed procedures for recording trade information to the blockchain
that meet the requirements of Exchange Act Rule 17a-3 and FINRA recordkeeping rules. Each of the
foregoing presents novel issues in the context of blockchain based securities and there can be no
assurance given that the Seller, its future affiliates, and/or the Exchange will be able to provide FINRA
and the SEC with the responses and comfort for them to approve Exchange's proposed operations. If the
Exchange is not able to operate as a broker-dealer based alternative trading system, the Exchange may
not launch in the United States which could result in investors losing all of their investment.

3
 We may not receive approval from staff at the SEC or FINRA to operate the Exchange in the
manner we are currently intending, or at all, or the Exchange may fail to demonstrate the viability of our
systems, which would require us to create another method for demonstrating the viability of our systems
or could result in our failing to obtain the regulatory approvals necessary to operate our Exchange (at
least within the United States).

We will explore the possibility upon launching the Exchange to demonstrate to the SEC and to
FINRA, through the records created in connection with the launching of the Exchange that it complies
with applicable laws, rules, and regulations. Prior to launching the Exchange for use by United States
persons and users, we will likely need permission from the SEC and FINRA, as the Exchange MAY
require (i) the Seller or its affiliate to perform broker-dealer functions prior to its being admitted as a
member of FINRA and having its broker-dealer registration with the SEC becoming effective and (ii) the
Exchange to operate as an alternative trading system, prior to registering with the SEC as an alternative
trading system. If either the SEC or FINRA, or both, fail to give us permission to operate the Exchange, or
if we do receive approval but the Exchange is unsuccessful in demonstrating the viability of the
Exchange’s operations in a legally transparent and legally compliant fashion in the US laws, rules, and
regulations we will be required to find an alternative means to achieve this goal. This could significantly
delay the launch of the Exchange in the United States and, if we are not able to find an alternative means
of demonstrating such viability to the satisfaction of the SEC and FINRA, or if the alternative method fails
to demonstrate the viability of our technology, we may not be able to launch the Exchange within the
United States and commence full operation of the Exchange.

If we do receive approval from staff at the SEC and FINRA to operate the Exchange and the
Exchange proves incapable of processing trades or is otherwise operationally unsuccessful we will be
required to redesign the Exchange to address the failures which we may not be able to do. If participants
are not able to successfully complete trades or if the processing time is slow or unpredictable, we will
have to address those problems before launching the Exchange. The Exchange may demonstrate other
problems that will need to be addressed, including a complete system failure. In such an event we may
not be able to launch the Exchange.

Risks of Government and Private Actions

The cryptocurrency market is new, and may be subject to heightened oversight and scrutiny,
including investigations or enforcement actions. There can be no assurance that governmental
authorities will not examine the operations of the Seller, or enact regulations or pursue enforcement
actions against the Seller, which may result in curtailment of, or inability to operate, the Network as
intended, or judgments, settlements, fines or penalties against the Seller. In addition, non-governmental
parties may bring private legal actions against the Seller, either individually or as a class, which may
result in curtailment of, or inability to operate, the Network as intended, or judgments, settlements, fines or
penalties against the Seller.

Risks Associated with Intellectual Property Matters

The Seller does not currently hold any issued patents and, thus, would not be entitled to exclude
or prevent other entities from replicating its technology, methods and processes. While the Seller enters
into confidentiality and invention assignment agreements with its developers, no assurance can be given
that these agreements will be effective in controlling access to the Seller’s proprietary information and
trade secrets. The confidentiality agreements on which the Seller relies to protect certain technologies
may be breached, may not be adequate to protect its confidential information, trade secrets and
proprietary technologies and may not provide an adequate remedy in the event of unauthorized use or
disclosure of its confidential information, trade secrets or proprietary technology. Further, these
agreements do not prevent the Seller’s competitors or others from independently developing technology
that is substantially equivalent or superior to their technology. In addition, others may independently
discover the Seller’s trade secrets and confidential information, and in such cases, the Seller likely would
not be able to assert any trade secret rights against such parties.

4
 Although the Seller does not believe that the technology, processes and methods relating to the
Network have been patented by any third party, it is possible that patents have been issued to third
parties that cover all or a portion of the Network. Patent holders or other intellectual property owners may
assert that the Seller’s methods or practices infringe, misappropriate or otherwise violate their intellectual
property or other proprietary rights. Any such claims, regardless of merit, could result in substantial
expenses, divert the attention of management or materially disrupt the operation of the Network, including
through awarded injunctive relief.

Other Risks

Risks of Losing Access to the Tokens

When issued, the Tokens received by you may be held in a digital wallet or vault, which requires a
private key or a combination of private keys for access. Accordingly, loss of the private key(s) associated
with your digital wallet or vault storing the Tokens will result in the 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 or vault service you use, may be able to misappropriate your Tokens. The Seller is not
responsible for any such losses.

In addition, any errors or malfunctions caused by or otherwise related to the digital wallet or vault
you choose to receive and store Tokens, including your own failure to properly maintain or use such
digital wallet or vault, may also result in the loss of your Tokens. Additionally, your failure to follow
precisely the procedures set forth for buying and receiving Tokens, may also result in the loss of your
Tokens.

Risks Associated with Other Protocols

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

Risks of Hacking and Security Weakness

The Tokens may be subject to expropriation and/or theft. Hackers or other malicious groups or
organizations may attempt to interfere with the Network or 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. Furthermore, because the Network will be released as open-source software,
hackers or other individuals may uncover and exploit intentional or unintentional bugs or weaknesses in
the Network which may negatively affect the Network and the Tokens, including the WTR. Hackers or
other malicious groups of organizations may also attempt to get access to private keys or other access
credentials of any wallet, vault, or other storage mechanism used to receive and hold the Tokens which
would result in the loss of your Tokens or the loss of your ability to access or control your Tokens.

Risk to the Network from Malicious Actors; No Control by Seller

If a malicious actor or botnet obtains some control over the Network, such a bad actor could
engage in fraudulent or otherwise malicious conduct with respect to the Tokens. As the Seller will not
have any management authority or otherwise have any control over the Network, unless it serves in the
role of a depositor or validator, the Seller would not have the authority or ability to prevent such a bad
actor from engaging in fraudulent or otherwise malicious conduct.

5
 Risks of Uninsured Losses

Unlike bank accounts or accounts at some other financial institutions, the Tokens are uninsured
unless you specifically obtain private insurance to insure them. Thus, in the event of loss, there is no
public insurer, such as the Federal Deposit Insurance Corporation, or private insurance arranged by the
Seller, to offer recourse to you.

Risks Associated with The Sale and Purchase of the Tokens

There can be no assurance that the Token Sale will be conducted as expected or that purchasers
will subscribe for a significant supply of Tokens available for sale which could impact the Seller’s ability to
develop the Tokens and the Network.

The Tokens are intended to be used by users in the Network. The Tokens are not investment
products. There should be no expectation of future profit or gain from the purchase or sale of the Tokens.
The Tokens do not represent (i) any equity or other ownership interest in the Seller, (ii) any rights to
dividends or other distribution rights from the Seller, or (iii) any governance rights in Tokens.

Public policy towards token sales and cryptocurrency is evolving, and it is conceivable that
regulators may in the future seek to broaden the scope of regulation of token sales or cryptocurrency. If
the offer and sale of the Tokens becomes subject to registration, prospectus or licensing requirements in
a particular jurisdiction, the Seller may be found liable if it has not complied with the applicable
registration, prospectus or licensing requirements, and the market for the Tokens may be adversely
affected. There are also other risks of participating in any token sale involving cryptocurrency, including
volatility in cryptocurrency markets, the possibility of increasing regulation of cryptocurrency exchanges,
the potential for a post facto government investigation of a token sale and other risks.

Governance Risks

While it is the Seller’s intention to provide WTR with certain key governance functionalities, which
theoretically would allow holders of the Tokens to influence functionalities, expenditures, and other key
decisions with regard to the Network, there is no guarantee that any Purchasers will have any significant
impact on the operation of the Network or the Seller. Moreover, Purchasers should be aware that the
Tokens do NOT provide any governance capabilities over the operations, decision-making, or any other
aspect of the Exchange. Accordingly, purchasers of the Token should not purchase the Tokens if they do
not have the ability of the risk with not being able to control any of the foregoing.

Risk of Price Volatility

The prices of cryptocurrencies have historically been subject to dramatic fluctuations and are
highly volatile, and the market price of the Tokens may also be highly volatile. Several factors may
influence the market price of the Tokens, including, but not limited to:

• Global supply of cryptocurrencies, both with respect to the number of different

cryptocurrencies and the supply of each individual cryptocurrency;

• Global demand for cryptocurrencies, which can be influenced by the growth of

acceptance of cryptocurrencies as payment for goods and services, the security of online cryptocurrency
exchanges and digital wallets that hold cryptocurrencies, the perception that the use and holding of
cryptocurrencies is safe and secure, and the regulatory restrictions on their use;

• Changes in software, software requirements or hardware requirements underlying

blockchain technologies;

6
 • Fiat currency withdrawal and deposit policies of cryptocurrency exchanges on which
cryptocurrencies may be traded and liquidity on such exchanges;

• Interruptions in service from or failures of major cryptocurrency exchanges;

• Investment and trading activities of large investors, including private and registered
funds, that may directly or indirectly invest in cryptocurrencies;

• Monetary policies of governments, trade restrictions, currency devaluations and

revaluations; and

• Regulatory measures, if any, that affect the use of cryptocurrencies.

A decrease in the price of a single cryptocurrency may cause volatility in the entire cryptocurrency
industry and may affect other cryptocurrencies, including the Tokens. For example, a security breach that
affects investor or user confidence in Bitcoin or Ethereum may affect the industry as a whole and may
also cause the price of the Tokens and other cryptocurrencies to fluctuate.

Risks Associated with the Use of Proceeds

While the Seller intends to use the proceeds paid by Purchaser as described in the Use of
Proceeds section of the Agreement, there is no restriction on the Seller’s use of the proceeds paid by the
Purchaser except as set forth in the Agreement and there is no restriction on the Seller’s use of the funds
generated from the Token Sale or on the Seller’s ability to transfer those funds to, or make payments for
the benefit of, its affiliates, including as compensation to the Seller’s directors, officers and employees.
There can be no assurance that the Seller will have sufficient funds to make repayment of any Purchase
Amount (as defined in the Agreement) as and when required under the terms of the Agreement. The
Seller has no fiduciary or other obligation to use the funds generated by the token sale for the benefit of
the purchasers, except as otherwise expressly provided in the Agreement in connection with the Seller’s
contingent obligation to repay any Purchase Amount.

Taxation Risks

The tax characterization of the Tokens is uncertain, and you must seek your own tax advice in all
jurisdictions relevant to you in connection with your purchase of the Tokens. A purchase of the Tokens
may result in adverse tax consequences to you, including withholding taxes, income taxes and tax
reporting requirements. It is also possible that the proceeds to the Seller would be subject to significant
amounts of income and/or withholding taxes. Further, the use of the Tokens as a form of currency may or
may be subject to income taxes, capital gains taxes, value added, sales or use taxes or other forms of
taxes. The uncertainty in the tax treatment of the Tokens and transactions in the Tokens may expose
subscribers, prospective purchasers and the Seller alike to unforeseen future tax consequences
associated with the purchase, ownership, sale or other use of the Tokens.

Capital Control Risks

Many jurisdictions impose strict controls on the cross-border flow of capital. Holders of the
Tokens may be subject to these regulations.

Countering the Financing of Terrorism (“CFT”) and Anti-Money Laundering (“AML”) Regulations

A variety of countries throughout the world have issued a series of regulations to combat terrorist
financing and money- laundering activities, including but not limited to by and through enacting various
legislation to control the flow of capital for such illicit activities. In the event that licenses, registrations or
other authorizations are required under applicable CFT and/or AML regulations to operate the Network,
there is no guarantee that the Seller will be able to successfully obtain such licenses, registrations or
7
authorizations. In addition, any illicit use of the Tokens by bad actors could breach such regulations and
seriously impact the global reputation of the Network. In such an event, it is conceivable that this could
trigger scrutiny by CFT and AML regulators and potentially cause significant disruption to the distribution
and circulation of the Tokens.

Unanticipated Risks

Cryptographic tokens such as the Tokens are a new and untested technology. In addition to the risks
included herein there are potentially other unanticipated risks associated with the purchase, possession,
and use of the Tokens. Such risks may further materialize as unanticipated variations or combinations of
the risks discussed herein.

THE FOREGOING LIST OF RISK FACTORS DOES NOT PURPORT TO BE A COMPLETE

ENUMERATION OR EXPLANATION OF THE RISKS INVOLVED IN ANY PURCHASE OF THE
TOKENS. PROSPECTIVE PURCHASERS SHOULD CONSULT WITH THEIR OWN ADVISERS
BEFORE DECIDING WHETHER TO MAKE ANY PURCHASE OF THE TOKENS.