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Memorandum

GRG Sale Information Memorandum

   

This GRG Sale Information Memorandum provides further information on the status and characteristics of GRGs, the functions attaching to them, their intended use within RigoBlock. In particular, please see the section entitled ‘RISK FACTORS’ for more information on the risks associated with participating in the first general sale of GRGs (the GRG Sale). This GRG Sale Information Memorandum should be read in conjunction with the information set out on the Company’s website (www.rigoblock.com), as well as the Terms and Conditions for the GRG Sale (the Terms and Conditions). This GRG Sale Information Memorandum has been prepared for information purposes only and is not intended to provide any form of advice to you and should, therefore, not be relied upon by you when considering whether to participate in the general sale of GRGs. If you are in any doubt as to the information provided in this GRG Sale Information Memorandum, you should seek independent professional advice.

Please note that participation in the general sale of GRGs requires prior familiarity with the use of cryptocurrencies, such as Ether, as well as an understanding of how to establish an Ethereum wallet, and you should consider your proficiency in such matters when determining whether you wish to participate in the general sale of GRGs.

Rigo Investment Overview

RigoBlock.com is a site operated by Rigo Investment Sagl (“We”). We are registered in Switzerland under company number CH-501.4.017.571-4 and have our registered office at Contrada Vecchia 6, 6962, Viganello, Switzerland.

RigoBlock Overview

RigoBlock is a blockchain protocol for decentralized asset management. It is an abstracted and generalized standard, built and deployed on the Ethereum public blockchain and portable to multiple blockchains, which streamlines the creation and management of complex applications for asset management.

GRGs Overview

RigoBlock.com is a site operated by Rigo Investment Sagl (“We”). We are registered in Switzerland under company number CH-501.4.017.571-4 and have our registered office at Via D. Fontana 8, 6900, Lugano, Switzerland.

Risk Factors

The following risks entail circumstances under which, our business, financial condition, results of operations and prospects could suffer. The list of risk factors below is not exhaustive and the Company does not express any view as to the likelihood of any of the contingencies detailed below occurring. You may wish to seek professional advice in relation to the possible risks that may arise as a result of your participation in the GRG Sale.

Risks Associated with the General Sale of GRGs

  • The GRG Sale, or any part of it, may not be completed or may not be completed as planned

Whilst the Company intends to hold the GRG Sale as described on the Company website, there is no guarantee that the first general sale will be completed or go ahead as is currently envisaged by the Company. The Company may need to suspend or change the structure of the first general sale, including imposing restrictions on certain aspects of the sale, in a short space of time and may not be able to provide advance notice of such changes. In addition, the Company expresses no view as to the expected level of interest in participation in the GRG Sale.

Risks Associated with GRGs

  • The applicable law relevant to the Company and / or GRGs may change

The law applicable to the Company and / or the GRGs, including the GRG Sale, may change in a manner that means the Company is no longer permitted to complete the first general or second sale of GRGs or allocate the GRGs as intended.

  • GRGs may have no economic value and any value may be subject to extreme volatility

The Company expresses no view as to the economic value of GRGs and it is possible that GRGs will have no economic value at all. Any economic value that GRGs do have, whether such value arises solely in the context of the use of GRGs in RigoBlock or otherwise, may be subject to extreme volatility resulting in a total loss of all economic value, which shall be borne solely by holders of GRGs.

  • The inflation model will cause material dilution in the percentage holdings of GRGs for passive participants

Passive holders of GRGs, that is holders of GRGs that do not perform wizard roles within RigoBlock, may see their percentage holdings of GRGs dilute over time as more GRGs come into existence as a result of the proof of performance inflation model. Over time, this may result in the dilution of a passive participant’s holdings of GRGs to close to zero in percentage terms.

  • ‘Bad actors’ may lose some or all of their GRGs

It is envisaged that holders of GRGs who are deemed to be ‘bad actors’ under the governance framework of RigoBlock may lose some or all of their GRGs.

  • The nature of the legal relationship between holders of GRGs is uncertain

The legal nature of the relationship (if any) between the holders of GRGs and the liabilities and obligations of holders of GRGs is uncertain.

  • The Company is not currently regulated

The Company is not currently regulated by any regulatory, supervisory or governmental authority and participants in the private sales and general sales will not, therefore, be afforded the benefit of any regulatory protections, including in relation to the protection of any funds contributed through private sales or through any general sale of GRGs.

  • Regulatory treatment of GRGs is uncertain but might change over time

As the sale of tokens is a nascent practice, the treatment of GRGs by regulatory and governmental authorities is uncertain and may vary across jurisdictions. The legal and regulatory treatment of GRGs may be prone to change in the future, which may have a materially adverse impact on the legal status of GRGs, the economic value (if any) of GRGs and the liquidity of GRGs, as well as the development, function or governance of RigoBlock and / or the Company itself.

  • There may not be a secondary market for GRGs

As it is intended that the majority of GRGs created will be illiquid, and as the Company does not intend to provide, develop or support any infrastructure to allow for the trading of GRGs, the nature and extent of any secondary market for GRGs cannot be predicted. As a consequence, any person intending to participate in the first general sale should consider lack of liquidity in GRGs as a risk.

  • Alterations to the allocation of GRGs in accordance with the private sale agreements or terms and conditions of the public sale

In the event that the Company is no longer obliged to allocate GRGs to a participant in accordance with the private sale agreements or terms and conditions of the general sale (for example, where the issue of GRGs by the Company to a participant becomes illegal in a particular jurisdiction prior to the RigoBlock genesis block date), GRGs that would otherwise be allocated to the relevant participants(s) will be allocated to the Company or such other persons, as may be determined by the Company in its sole discretion.

Risks Associated with Blockchains and Distributed Ledger Technologies

  • Viruses and other malicious code

The Company may not be able to ensure that material made available to participants by the Company or any third party in relation to RigoBlock will be free from viruses or any other code that has contaminating properties or is otherwise destructive in its effect.

  • Mining attacks

The blockchain on which the funds sent to the Company pursuant to the GRG Sale and the cryptographic wallet in which funds are stored may be subject to successful attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks.

  • Advances in code cracking and other technical advances

Advances in code cracking, or technical advances such as the development of quantum computers, could present risks to RigoBlock, which could result in the theft or loss of GRGs.

  • Loss of private keys

The loss or destruction of a private key used by a participant to access the Ethereum address through which they will access their GRGs may be irrecoverable. Widespread loss or destruction by participants of private keys may adversely affect the functioning of RigoBlock and the economic value (if any) of GRGs.

Risks Associated with the Company

  • Regulatory compliance of GRGs

The legal and/or regulatory status of GRGs, the nature of the relationship (if any) between the holders of GRGs and the liabilities and obligations of holders of GRGs under Applicable Law has been verified with the local supervisory authority FINMA and the GRG sale is conducted after receiving confirmation that GRG is an utility token and the Company’s activities are not subject to regulation; the supervisory authority’s opinion may change over time.

  • The supervisory authority may interfere with the activities of the Company

The Company may change its statutory purpose. The Company may be dissolved and its assets transferred.

Use of Proceeds

The Company intends to use a substantial amount of all of the proceeds of the GRG Sale to finance the development of RigoBlock.

To this end, the Company intends to work closely with third parties. The Company intends to enter into a software development agreement with several external software contractors which will conduct research and further develop the RigoBlock protocol following the deployment of the RigoBlock genesis block.