Introduction In September 2019, Zilliqa Research Pte. Ltd. ("Zilliqa Research") substantially completed the exchange of its Interim ERC-20 tokens (the "Interim ZILs") into Zillings (the "ZILs").
By purchasing and/or holding the ZILs, each potential purchaser and holder of the ZILs ("Purchaser") accepts and agrees that to the extent permitted by law, Zilliqa Research disclaims all liability, damages, cost, loss or expense (including, without limitation, legal fees, costs and expenses) to it in respect of its purchase and/or holding of the ZILs.
Holder Considerations Each Purchaser should carefully consider all factors involved in purchasing and/or holding the ZILs, including, but not limited to, those listed below and, to the extent necessary, consult an appropriate professional or other expert (including an expert in cryptographic tokens or blockchain-based software systems). If any of the following considerations are unacceptable to a Purchaser, that Purchaser should not purchase the ZILs. These considerations are not intended to be exhaustive and should be used as guidance only.
- The ZILs are not intended to represent any formal or legally binding investment.
- Cryptographic tokens that possess value in public markets, such as Ether and Bitcoin, have demonstrated extreme fluctuations in price over short periods of time on a regular basis. Purchasers should be prepared to expect similar fluctuations in the price of the ZILs and Purchasers may experience a complete and permanent loss of their initial purchase.
- Cryptocurrency exchanges on which the ZILs may trade in the future may be relatively new and unregulated and may therefore be more exposed to fraud and failure than established regulated exchanges.
- The use of the Zilliqa Blockchain System could be affected by a number of factors, including slowing demand for its services, increasing competition, deceases in growth of the overall cryptocurrency market, or failure to capitalise on growth opportunities.
- Hackers, individuals, other malicious groups or organizations may attempt to interfere with the Zilliqa Blockchain System and the ZILs in a variety of ways such as cryptographic attacks, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing.
- The regulatory status of cryptographic tokens, blockchain and distributed ledger technology as well as its applications are unclear or unsettled in many jurisdictions and it is difficult to predict how or whether governments or regulatory agencies may implement changes to law or apply existing regulation with respect to such technology and its applications, including the Zilliqa Blockchain System and the ZILs.
- The tax characterisations of the ZILs are unclear and uncertain in many jurisdictions. Purchasers must seek their own tax advice in connection with purchasing the ZILs, which may result in adverse tax consequences.
Certain Restrictions The ZILs are not intended to be securities (or any other regulated instrument) under the laws of any jurisdiction where they are intended to be, or will be, purchased or sold and no action has been or will be taken in any jurisdiction by Zilliqa Research or any of its affiliates that would permit a public offering, or any other offering under circumstances not permitted by applicable law of the ZILs, in any country or jurisdiction where action for that purpose is required. Accordingly, the ZILs may not be offered or sold, directly or indirectly, by any Purchaser, in or from any country or jurisdiction, except in circumstances which will result in compliance with all applicable rules and regulations of any such country or jurisdiction. In particular:
United States For the avoidance of doubt, the ZILs have not been or will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"), or any state securities laws of the United States or elsewhere, and the ZILs may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the Securities Act).
Singapore The ZILs are not "securities" under the Securities and Futures Act (Cap. 289) of Singapore.