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The information currently provided within this White Paper does not purport to be complete, and is subject to and qualified in its entirety by reference to the actual text of the Offering Memorandum, and other relevant documents, which will be provided, upon request, to each prospective purchaser that meets the definition of “accredited investor” under Regulation D under the us Securities Act of 1933, as amended (the “Securities Act”).
Neither the [SAFTs/Purchase Agreements] nor KOIN Tokens issuable thereunder have been registered under the Securities Act, under the laws of any US states, or under the laws of any non-US jurisdictions. Accordingly, Kognition is offering the [SAFTs/Purchase Agreements] and the underlying KOIN Token pursuant to the Offering Memorandum only in exempt transactions to “accredited investors” (as defined in Rule 501(a) of Regulation D under the Securities Act) pursuant to Rule 506(c) of Regulation D under the Securities Act. Offers and sales of the SAFTs and KOIN Token issuable thereunder outside the United States will also be made in accordance with the laws and regulations of the relevant jurisdictions.
Subscribing for [a SAFTs and] the underlying KOIN Token involves a high degree of risk and illiquidity. A prospective purchaser should thoroughly review the Offering Memorandum upon its release and carefully consider whether purchasing [a SAFT and] the underlying KOIN Token is suitable to the purchaser’s financial situation and goals, particularly in light of the significant legal and contractual restrictions on the resale of [the SAFTs and] KOIN Token issuable thereunder. Prior to any purchase decision, Kognition will give prospective purchasers the opportunity to ask additional questions and receive additional information concerning the terms and conditions of the proposed offering and other relevant matters, to the extent Kognition possesses the same or can acquire such information without unreasonable effort or expense. Purchasers should inform themselves as to the tax consequences to them of the acquisition, holding, and disposition of [a SAFT and] KOIN Token issuable thereunder, as applicable.
The information contained in this White Paper was created by Kognition from its own internal records and from published and unpublished sources it believes to be reliable. Neither this White Paper nor any supplementary data purports to be inclusive, and, accordingly, each prospective purchaser is strongly encouraged to read the Offering Memorandum in its entirety before purchasing [a SAFT and] the underlying KOIN Token. In addition, any projections and estimates contained in this White Paper involve numerous and significant subjective determinations. Accordingly, no representation or warranty can be or is made as to the accuracy or attainability of such estimates and projections. Kognition does not expect to update or otherwise revise this White Paper or any projections attached thereto unless required by law. Such projections have been prepared by and are the sole responsibility of Kognition and have not been reviewed or compiled by Kognition’s independent auditors.
This White Paper does not constitute an offer to sell, or a solicitation of an offer to buy, [SAFTs or] KOIN Token issuable thereunder in any jurisdiction in which it is unlawful to make such an offer or solicitation and is for informational purposes only. Neither the United States Securities and Exchange Commission nor any other federal, state or foreign regulatory authority has approved an investment in [SAFTs or] KOIN Token issuable thereunder. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information in this White Paper or the Offering Memorandum, nor is it intended that the foregoing authorities will do so. Any representation to the contrary would be a criminal offense.
Prospective purchasers should make their own investigations and evaluations of [the SAFTs and] the underlying KOIN Token, including the merits and risks involved in a purchase thereof. Nothing in this White Paper or the associated Offering Memorandum is intended to create a contract for the purchase of [a SAFT or] the underlying KOIN Token. A purchase of [a SAFT and] the underlying KOIN Token is not an investment in Kognition and instead represents only the limited rights and attributes relating thereto described in the Offering Memorandum pertaining to the KOIN platform.