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This documentation (this “Documentation”) in its current form is being circulated by 3air Tech Ltd. (the “Company”) for general information about the 3air Platform and the 3air Tokens.

This Documentation does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities or virtual assets of any form, units in a business trust, units in a collective investment scheme or any other form of investment, or a solicitation for any form of investment in any jurisdiction.

This Documentation does not constitute or form part of any opinion on any advice to sell, or any solicitation of any offer by the Company to purchase any 3air Tokens nor shall it or any part of it nor the fact of its presentation form the basis of, or be relied upon in connection with, any contract or investment decision.

No part of this Documentation is intended to create legal relations between a recipient of this Documentation or to be legally binding or enforceable by such recipient against the Company. An updated version of this Documentation may be published on a date to be determined and announced by the Company in due course.

Any agreement or transaction between the Company and you in relation to any sale and purchase, of 3air Tokens is to be governed by ONLY a separate document setting out the terms and conditions of (the “Terms”) of such agreement. In the event of any inconsistencies between the Terms and this Documentation, the Terms shall prevail.

3air Tokens

3air Tokens are utility tokens designed to be used on the 3air Platform developed by the Company, and parent companies, subsidiaries, affiliates, agents, representatives, predecessors, advisors, and the successors and assigns (the “3air Parties’). 3air Tokens have an expected future usage solely as a utility token within the 3air Platform.

3air Tokens are not a security of any kind, and they do not represent any right to vote, manage, or share in the profits or proceeds of any entity. 3air Tokens do not represent ownership of any physical asset. The 3air Parties do not guarantee or suggest any economic return from receiving 3air Tokens, and you should not use 3air Tokens for any speculative purposes. Purchasing 3air Tokens should be without expectation of any profit, dividend, capital gain, financial yield or any other return, payment or income of any kind.

It should not be understood, deemed, interpreted or construed, under the laws of any applicable jurisdiction, to equate 3air Tokens to any kind of:

  1. money, legal tender or currency, whether fiat or otherwise;
  2. equity or proprietary interest in any entity, scheme or venture;
  3. investment in any entity, common enterprise, scheme or venture, taking any form, whether equity, debt, or as a commodity (or any combination thereof, whether to be delivered in the future or otherwise);
  4. instrument, entity, scheme or venture that participates or receives any dividend, payment, profit, income, distribution or other economic returns;
  5. security, futures contract, derivative, deposit, negotiable instrument (including commercial paper), investment contract or collective investment scheme between the holder and any other person or entity; or
  6. asset or commodity (whether to be delivered in the future or otherwise), including any asset or commodity that any person or entity is obliged to repurchase or redeem.

3air Tokens are not being offered or distributed to (a) any U.S. Person; (b) or any citizen or resident or legal entity of (i) the United States of America, the People’s Republic of China, Afghanistan, Belarus, British Virgin Islands, Central African Republic, Congo, Democratic Republic of the Congo, Republic of the Cote D'Ivoire, Crimea region of Ukraine, Cuba, El Salvador, Eswatini, Gambia, Iran, Iraq, Liberia, Libya, Malawi, Mali, Moldova, Myanmar, Niger, North Korea, Palestinian Territory, South Sudan, Sudan, Syria, Venezuela, Yemen, Zambia, Zimbabwe; (ii) any state, country or other jurisdiction that is sanctioned and/or embargoed by the United States of America, the European Union and/or Switzerland; (iii) a jurisdiction where it would be illegal according to local law or regulation for you to purchase Tokens; or (iv) where the sale of Tokens is prohibited or contrary to local law or regulation, or could subject 3air to any local registration, regulatory or licensing requirements.

Forward-looking statements

All statements contained in this Documentation, statements made in press releases or in any place accessible by the public and oral statements that may be made by the 3air Parties, that are not statements of historical fact, constitute “forward-looking statements”. Some of these statements can be identified by forward-looking terms such as “aim”, “target”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “if”, “intend”, “may”, “plan”, “possible”, “probable”, “project”, “should”, “would”, “will” or other similar terms. However, these terms are not the exclusive means of identifying forward-looking statements.

All statements regarding the 3air Parties' financial position, business strategies, plans and prospects and the future prospects of the industry which the 3air Parties are in are forward-looking statements. These forward-looking statements, including but not limited to statements as to the 3air Parties' revenue and profitability, prospects, future plans, other expected industry trends and other matters discussed in this Documentation regarding the 3air Parties are matters that are not historical facts, but only predictions. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results, performance or achievements of the 3air Parties to be materially different from any future results, performance or achievements expected, expressed or implied by such forward-looking statements.

These factors include, amongst others:

(a) changes in political, social, economic and stock or cryptocurrency market conditions, and the regulatory environment in the countries in which the 3air Parties conducts its respective businesses and operations;

(b) the risk that the 3air Parties may be unable to execute or implement their respective business strategies and future plans;

(c) changes in interest rates and exchange rates of fiat currencies and cryptocurrencies;

(d) changes in the anticipated growth strategies and expected internal growth of the 3air Parties;

(e) changes in the availability and fees payable to the 3air Parties in connection with its businesses and operations;

(f) changes in the availability and salaries of employees who are required by the 3air Parties to operate their respective businesses and operations;

(g) changes in preferences of users of the 3air Platform;

(h) changes in competitive conditions under which the 3air Parties operate, and the ability of the 3air Parties to compete under such conditions;

(i) changes in the future capital needs of the 3air Parties and the availability of financing and capital to fund such needs;

(j) war or acts of international or domestic terrorism;

(k) occurrences of catastrophic events, natural disasters and acts of God that affect the businesses and/or operations of the 3air Parties;

(l) other factors beyond the control of the 3air Parties; and

(m) any risk and uncertainties associated with the 3air Parties and its businesses and operations, the 3air Tokens, the 3air Parties token generation event and the 3air Platform.

All forward-looking statements made by or attributable to the 3air Parties or persons acting on behalf of the 3air Parties are expressly qualified in their entirety by such factors. Given the risks and uncertainties that may cause the actual future results, performance or achievements of the 3air Parties to be materially different from that expected, expressed or implied by the forward-looking statements in this Documentation, undue reliance must not be placed on these statements. These forward-looking statements are applicable only as of the date of this Documentation. Neither the 3air Parties nor any other person represents, warrants and/or undertakes that the actual future results, performance or achievements of the 3air Parties will be as discussed in those forward-looking statements. The actual results, performance or achievements of 3air Parties may differ materially from those anticipated in these forward-looking statements. Nothing contained in this Documentation is or may be relied upon as a promise, representation or undertaking as to the future performance or policies of the 3air Parties. Further, the 3air Parties disclaim any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances, even if new information becomes available or other events occur in the future.