The purchase of tokens involves a high degree of risk. You should consider carefully the risks described below, together with all of the other information contained in FunFair’s terms and conditions before deciding to purchase FUN in order to transact on the FunFair platform. You should also check the legality of accessing an online gambling site in your country before purchasing FUN Tokens.

The following risks entail circumstances under which our business, financial condition, results of operations and
prospects could suffer.

Risks associated with the purchase of FUN

FunFair may not successfully develop, market and launch the Funfair platform.
The FunFair technology platform will require additional funding, as well as time and effort in order to be developed on an ongoing basis.

Furthermore, despite good faith efforts to develop and launch the FunFair platform and subsequently to develop and maintain the FunFair technology platform, it is still possible that the FunFair platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact FunFair and FUN tokens. Startups often experience unexpected problems in the areas of product development, marketing,
financing, and general management, among others, which frequently cannot be solved. Similarly, casinos may fail to adopt the FunFair platform for any reason.

The Company may have to make changes to the specifications of the FunFair technology platform for any number of legitimate reasons or the Company may be unable to develop the FunFair technology platform in a way that realizes those specifications or any form of a functioning platform.

If the Company is not successful in its efforts to demonstrate to users the utility and value of the FunFair platform, there may be little demand for the platform and thus less use for FUN. As a result, the price of FUN could drop, potentially to zero.

FunFair may be forced to cease operations or take actions that result in a 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, the inability by
the Company to establish a launch of the FunFair platform and the FUN tokens’ utility, the
failure of commercial relationships, regulatory action, or intellectual property ownership
challenges, the Company may no longer be viable to operate and the Company may
dissolve or take actions that result in a Dissolution Event.

The tax treatment of FUN is uncertain and there may be adverse tax consequences for

The tax characterization of the FUN tokens is uncertain, and each purchaser must seek its
own tax advice in connection with a purchase or transaction involving FUN for the
jurisdiction(s) relevant to the purchaser.

Risks associated with the FUN tokens and the FunFair technology platform

The FunFair technology platform may not be widely adopted and may have limited users.
It is possible that the FunFair technology platform will not be used by a large number of
individuals, companies and other entities or that there will be limited public interest in the
creation and development of a blockchain-based online gaming platform. Such a lack of
use or interest could negatively impact the development of the FunFair platform and
therefore the potential utility of FUN tokens.

Alternative platforms may be established that compete with or are more widely used than
the FunFair technology platform.

It is possible that alternative platforms could be established that utilize the same or
similar technology underlying the FunFair technology platform and attempt to facilitate
online gaming platforms that are materially similar to the FunFair platform. The FunFair
platform may compete with these alternative platforms, which could negatively impact
the FunFair platform and the FUN tokens.

The open-source structure of the FunFair technology platform means that the FunFair
technology platform may be susceptible to developments by users or contributors that
could damage the FunFair technology platform or the Company’s reputation and could
affect the utilization of the FunFair technology platform and the FUN tokens.

The FunFair platform will operate based primarily on an open-source technology
maintained by the Company and other contributors. The open-source nature of the
FunFair technology platform means that it may be difficult for the Company or
contributors to maintain or develop the FunFair technology platform and the Company
may not have adequate resources to address emerging issues or malicious programs that
develop within the FunFair technology platform adequately or in a timely manner. Third
parties not affiliated with the Company may introduce weaknesses or bugs into the core
infrastructure elements of the FunFair technology platform and open-source code which
may negatively impact the FunFair technology platform. Such events may result in a loss
of trust in the security and operation of the FunFair technology platform and a decline in
user activity and could negatively impact the market price of the FUN tokens.

The FunFair technology platform may be the target of malicious cyberattacks or may
contain exploitable flaws in its underlying code, which may result in security breaches and
the loss or theft of FUN tokens. If the FunFair technology platform’s security is
compromised or if the FunFair technology platform is subjected to attacks that frustrate
or thwart our users’ ability to access the FunFair platform or their FUN tokens, then users
may cut back on or stop using the FunFair platform altogether, which could seriously
curtail the utilization of the FUN tokens and cause a decline in the market price of the FUN

Risks related to blockchain technologies and digital assets

The regulatory regime governing the blockchain technologies, cryptocurrencies, tokens
and token offerings such as the FunFair platform and the FUN tokens is uncertain, and
new regulations or policies may materially adversely affect the development of the
FunFair platform and the utility of the FUN tokens.

Regulation of tokens (including the FUN tokens) and token offerings, cryptocurrencies,
blockchain technologies, and cryptocurrency exchanges currently is undeveloped and
likely to rapidly evolve, varies significantly among international, federal, state and local
jurisdictions and is subject to significant uncertainty and variability. Various legislative and executive bodies in Singapore, the E.U, the United States and in other countries may, in
the future, adopt laws, regulations, guidance, or other actions, which may severely impact
the development and growth of the FunFair platform and the adoption and utility of the
FUN tokens. Failure by the Company or certain users of the FunFair platform to comply
with any laws, rules and regulations, some of which may not exist yet or are subject to
interpretation and may be subject to change, could result in a variety of adverse
consequences, including civil penalties and fines.

The regulation of non-currency use of blockchain assets is also uncertain. The CFTC has
publicly taken the position that certain blockchain assets are commodities, and the SEC
has issued a public report stating U.S. federal securities laws require treating some
blockchain assets as securities. To the extent that a government or quasi-governmental
agency exerts regulatory authority over a blockchain network or asset, the FunFair
platform and the FUN tokens may be materially and adversely affected.
Blockchain networks also face an uncertain regulatory landscape in many non-U.S.
jurisdictions such as the European Union, China and Russia. Various non-U.S. jurisdictions
may, in the near future, adopt laws, regulations or directives that affect the FunFair
platform. Such laws, regulations or directives may conflict with those of the U.S. or may
directly and negatively impact our business. The effect of any future regulatory change is
impossible to predict, but such change could be substantial and materially adverse to the
development and growth of the FunFair platform and the adoption and utility of the FUN

New or changing laws and regulations or interpretations of existing laws and regulations,
in the U.S. and other jurisdictions, may materially and adversely impact the value of the
currency in which the FUN tokens may be exchanged, the liquidity of the FUN tokens, the
ability to access marketplaces or exchanges on which to trade the FUN tokens, and the
structure, rights and transferability of FUN tokens.

This Issuance of FUN tokens May Constitute the Issuance of a “Security” Under U.S.
Federal Securities Laws.

The FUN token is a utility token that has a specific consumptive use – i.e., it allows
participants in the FunFair platform (i.e. through an online casino using FunFair
technology) to receive and pay value for online gaming services on a distributed network
with significant advantages over current online gaming services. Due to the nature of the
FUN Token, we do not think it should be considered a “security” as that term is defined in
the Securities Act.

We believe that the FUN Token should not be considered a “security” under U.S. federal
securities laws. Nevertheless, initial sales were restricted from U.S. buyers. As noted by
the SEC, the issuance of tokens represents a new paradigm and the application of the
federal securities laws to this new paradigm is very fact specific. If the FUN Token were
deemed to be a security under U.S. federal securities laws then, prior to the sale of FUN
tokens to U.S. purchasers, we may be required to register with the U.S. SEC. Doing so
might have negative impacts on the FUN Token in other jurisdictions.

Purchasers of FUN will have no control and the Company may only have limited control
once the launch of the FunFair platform occurs.

The FunFair platform is comprised of open-source technologies that depend on a network
of computers to run certain software programs to process transactions. Because of this
less centralized model, the Company has limited control over the FUN tokens and the
FunFair platform once launched. In addition, token holders are not and will not be entitled,
to vote or receive dividends or be deemed the holder of capital stock of the Company for
any purpose, nor will anything be construed to confer on the token holder any of the rights
of a stockholder of the Company or any right to vote for the election of directors or upon
any matter submitted to stockholders at any meeting thereof, or to give or withhold
consent to any corporate action or to receive notice of meetings, or to receive subscription
rights or otherwise.

Purchasers may lack information for monitoring the value of FUN.
The Purchaser may not be able to obtain all information it would want regarding the
Company, FUN tokens, or the FunFair platform, on a timely basis or at all. It is possible that
the purchaser may not be aware on a timely basis of material adverse changes that have
occurred with respect to the FunFair platform. While the Company has made efforts to use
open-source development for the FUN tokens, this information may be highly technical by
nature. As a result of these difficulties, as well as other uncertainties, a FUN token holder
may not have accurate or accessible information about the FunFair platform.

FUN tokens have no history.
The FUN tokens have no history. Past performance of the Company, or any similar token,
is not predictive of future results. Each purchase should be evaluated on the basis of the
purchaser’s desire to use the FUN token for its intended gaming purpose.

If the FunFair platform is unable to satisfy online gaming requirements or needs, security,
privacy, and other government and/or industry-specific requirements, its growth could be

There are a number of online gaming, security, privacy and other government- and
industry-specific requirements or concerns, including those that require companies to
notify individuals of data security incidents involving certain types of personal data.
Security compromises could harm FunFair’s reputation, erode user confidence in the
effectiveness of its security measures, negatively impact its ability to attract new users,
or cause existing users to stop using the FunFair platform. Government enforcement
actions against tokens and/or blockchains because of the potential money laundering
concerns or enabling of illicit transactions could significantly harm the viability of the
FunFair platform and the value of the FUN tokens.

The further development and acceptance of blockchain networks, including the FunFair
platform, which are part of a new and rapidly changing industry, are subject to a variety of
factors that are difficult to evaluate. The slowing or stopping of the development or
acceptance of blockchain networks and blockchain assets would have a material adverse
effect on the successful development and adoption of the FunFair platform and the FUN

The growth of the blockchain industry in general, as well as the blockchain networks with
which the FunFair platform will rely and interact, is subject to a high degree of
uncertainty. The factors affecting the further development of the cryptocurrency industry,
as well as blockchain networks, include, without limitation:

  • Worldwide growth in the adoption and use of Ethereum, and other blockchain
  • Government and quasi-government regulation of Ethereum, and other blockchain
    assets and their use, or restrictions on or regulation of access to and operation of
    blockchain networks or similar systems;
  • The maintenance and development of the open-source software protocol of the
    Ethereum networks;
  • Changes in consumer demographics and public tastes and preferences;
  • 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
    or existing networks;
  • General economic conditions and the regulatory environment relating to
    cryptocurrencies; or:
  • A decline in the popularity or acceptance of Ethereum or other blockchain-based
    tokens would adversely affect our results of operations.

The slowing or stopping of the development, general acceptance and adoption and usage
of blockchain networks and blockchain assets may deter or delay the acceptance and
adoption of the FunFair technology platform and the FUN tokens.

The prices of blockchain assets are extremely volatile. Fluctuations in the price of digital
assets could materially and adversely affect our business, and the FUN tokens may also
be subject to significant price volatility.

The prices of blockchain assets such as Ethereum have historically been subject to
dramatic fluctuations and are highly volatile, and the market price of the FUN tokens may
also be highly volatile. Several factors may influence the market price of the FUN tokens,
including, but not limited to:

  • Global blockchain asset supply;
  • Global blockchain asset demand, which can be influenced by the growth of retail
    merchants’ and commercial businesses’ acceptance of blockchain assets like
    cryptocurrencies as payment for goods and services, the security of online
    blockchain asset exchanges and digital wallets that hold blockchain assets, the
    perception that the use and holding of blockchain assets is safe and secure, and
    the regulatory restrictions on their use;
  • Changes in the software, software requirements or hardware requirements
    underlying the FunFair platform;
  • Changes in the rights, obligations, incentives, or rewards for the various
    participants in the FunFair platform;
  • Interest rates;
  • Currency exchange rates, including the rates at which digital assets may be
    exchanged for fiat currencies;
  • Fiat currency withdrawal and deposit policies of blockchain asset exchanges on
    which the FUN tokens may be traded and liquidity on such exchanges;
  • Interruptions in service from or failures of major blockchain asset exchanges on
    which the FUN tokens may be traded;
  • Trading activities of large-scale traders, including private and registered funds,
    that may directly or indirectly purchase FUN tokens or other blockchain assets;
  • Monetary policies of governments, trade restrictions, currency devaluations and
  • Regulatory measures, if any, that affect the use of blockchain assets such as the
    FUN tokens;
  • The maintenance and development of the open-source software protocol of the
    FUN tokens;
  • Global or regional political, economic or financial events and situations; or
  • Expectations among FunFair platform or other blockchain assets participants that
    the value of the FUN tokens or other blockchain assets will soon change.

A decrease in the price of a single blockchain asset may cause volatility in the entire
blockchain asset industry and may affect other blockchain assets including the FUN
tokens. For example, a security breach that affects investor or user confidence in
Ethereum may affect the industry as a whole and may also cause the price of the FUN
tokens and other blockchain assets to fluctuate.


Participants must make their own independent assessment, after making such
investigations as they consider necessary, of the merits of purchasing any FUN tokens.
Participants should consult and rely upon their accounting, legal and tax representatives
and advisers in order to evaluate the economic, legal and tax consequences of purchasing
FUN Tokens.

Certain statements contained on this website may constitute forward-looking statements
or speak to future events or plans. Such forward-looking statements or information involve
known and unknown risks and uncertainties, which may cause actual events to differ