Token Sale Disclosure

Risks Associated with the Purchase, Ownership and Use of Slate Tokens

Consumer use of the token is intended only for enabling transactions associated with viewing streaming content on the Binge blockchain video on demand network or to purchase event tickets through the Slatix electronic ticket application. The Slate token itself has no intrinsic value. No equity rights are transferred to purchasers of Slate tokens. While Slate tokens may be listed and traded on one or more cryptocurrency exchanges, there is no guarantee of value.

LOSS OF TOKENS - Loss of requisite private key(s) associated with your digital wallet or vault storing Slate will result in loss of such tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your Slate. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you receive and store Slate in, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your tokens.

RISKS WITH UNDERLYING PROTOCOL - Because Slate is based on open-source blockchain protocol (“SlateChain”), any malfunction, breakdown or abandonment of such open-source protocol may have a material adverse effect on the Binge and Slatix platforms (the “Platforms”) or Slate. Hackers or other malicious groups or organizations may attempt to interfere with the Platforms or Slate in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because Slate and the Platforms are based on the opensource software of SlateChain, there is a risk that a third party or a member of the Slate Entertainment Group Inc. (“SEG” or “Company”) team may intentionally or unintentionally introduce weaknesses into the core infrastructure of SlateChain or that a malfunction, breakdown or abandonment of such open-source protocol occurs, either of which may have a material adverse effect on the Platforms or Slate, including the utility of Slate for obtaining services. In addition, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to Slate and the Platforms, including the utility of Slate for obtaining services, by rendering ineffective the cryptographic consensus mechanism that underpins the SlateChain technology.

ABSENCE OF MARKETS - Slate are intended to be used solely within the Platforms, and SEG will not support or otherwise facilitate any secondary trading or external valuation of Slate. This restricts the contemplated avenues for using Slate to the provision or receipt of services. Even if secondary trading of Slate is facilitated by third party exchanges, such exchanges may subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third-parties do ascribe an external exchange value to Slate, such value may be extremely volatile and diminish to zero.

UNCERTAINTY OF REGULATIONS AND ENFORCEMENT - The regulatory status of the tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the platform and Slate. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the platform and Slate. Regulatory actions could negatively impact the Platforms and Slate in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of any tokens constitutes unlawful activity or that the tokens are a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the purchase, sale and delivery thereof. SEG may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.

TAXATION RISKS - The tax characterization of tokens is uncertain. You must seek your own tax advice in connection with purchasing or using Slate, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.

COMPETING PLATFORMS - It is possible that alternative platforms could be established that utilize the same open-source code and protocol underlying the Platforms and attempt to facilitate services that are materially similar to the SEG services. The Platforms may compete with these alternatives, which could negatively impact the Platforms and Slate.

LACK OF INTEREST AND ADOPTION - It is possible that the SEG 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 distributed platforms (such as the SEG Platforms) more generally. Such a lack of use or interest could negatively impact the development of the Platforms and therefore the potential utility of Slate, including the utility of Slate for obtaining services. While a Slate token should not be viewed as an investment, it may have value over time. That value may be limited if the Platforms lack use and adoption. If this becomes the case, there may be few or no markets following the launch of the application, resulting in an adverse impact on Slate, from which it may never recover.

RISKS WITH DEVELOPMENT AND MAINTENANCE OF THE PLATFORMS – The SlateChain and the Platforms are still under development and may undergo significant changes over time. Although SEG intends for the SlateChain and the Platforms to function as described in their Whitepaper (available for download on this website) and intends to take commercially reasonable steps toward those ends, SEG may have to make changes to the specifications of the Slate tokens, the SlateChain or the Platforms for any number of reasons. Moreover, SEG has limited control over how other participants will use SlateChain or how third-party products and services will utilize Slate. This could create the risk that Slate, SlateChain or the Platforms, as further developed and maintained, may change significantly from the date of your purchase. Furthermore, despite SEG’s efforts to develop and participate in SlateChain, it is possible that SlateChain will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Platforms and the potential utility of any Slate.

DISSOLUTION OF COMPANY OR PLATFORMS - It is possible that, due to any number of reasons, including, but not limited to, the failure of commercial relationships or intellectual property ownership challenges, the Platforms may no longer be viable to operate or SEG may dissolve.

NO GOVERNANCE RIGHTS - Because Slate tokens confer no governance rights of any kind with respect to the Platforms or SEG, all decisions involving SEG’s products or services within the Platforms or SEG itself will be made by SEG at its sole discretion, including, but not limited to, decisions to discontinue its products or services, to create and sell more Slate tokens for use on the Platforms, or to sell or liquidate SEG. These decisions could adversely affect the Platforms and the utility of any Slate you own, including their utility for obtaining services.

UNANTICIPATED RISKS - Cryptographic tokens such as Slate are a new and untested technology. In addition to the risks noted above, there are other risks associated with your purchase, possession and use of Slate or the Platforms, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in the herein and in Company’s Whitepaper.