Republic Realm

The Company is dependent on three Principals who serve as executive officers and directors. Loss of any Principal could have a significant adverse impact on the Company, and no assurances are given that any will remain affiliated.

“The Class B Stockholders will be relying on the Principals, as executive officers of the Company and members of its board of directors, in addition to their capacities as agents of the Manager, to conduct the business of the Company. The loss of one or more of the Principals could have a significant adverse impact on the Company and its performance. No assurances can be given that all of the Principals, or any of them, will continue to be affiliated with the Company.”

The Company and Manager have not received SEC assurance that their Portfolio Assets are not securities, and could be required to register as an investment company under the Investment Company Act, significantly disrupting operations. The Manager is also unregistered under the Investment Advisers Act and faces potential registration requirements.

“The Manager is not currently registered under the Investment Advisers Act of 1940 (the 'Advisers Act'). The Manager believes that the Portfolio Assets will likely not be considered securities and that, consequently, the Manager will not be offering investment advice to the Company with respect to securities. However, neither the Company nor the Manager has received any oral or written assurance from the Commission supporting this position, nor has the Company or the Manager received any third-party legal opinion as to the matters in the preceding sentence.”

The Manager (Republic Realm Manager, LLC) maintains only a contractual, not fiduciary, relationship with the Company. It retains the right to manage other organizations that may compete with the Company, and holds voting control via Class A shares (20 votes per share vs. 1 vote for Class B).

“The Manager could have a conflict of interest because of its right under the Management Agreement to enter into advisory, management, service, and other contracts with other organizations and persons, some of which (or whom) could compete with the Company. The Manager is also permitted under the Management Agreement to have other interests and businesses, some of which could conflict with its duties to provide management services to the Company.”

The Manager has sole discretion in valuing illiquid Portfolio Assets (digital parcels), and relevant price information may be scarce or unreliable. As a result, the Manager could be paid a greater Incentive Fee than stockholders believe is warranted.

“Valuations of the Portfolio Assets shall be made by the Company in accordance with its internal written valuation policy, but relevant price information upon which the Company may base its valuation, such as might be developed by a Public Pricing Source (as defined below), may be scarce or unreliable, and thus the Company's valuation of Portfolio Assets may be, to some degree, speculative and/or subjective. The Manager may, as a result, be paid a greater Incentive Fee and/or Management Fee (each as defined below) than those to which the Class B Stockholders believe the Manager is entitled.”