THIS CERTIFIES THAT in exchange for the payment by the registered 2wallet user (the “Purchaser”) of USD$100 (the “Purchase Amount”) to 2cash, (the "Company") hereby issues to the Purchaser the right to:- cryptographic utility tokens in the 2cash technology platform (the “Tokens”)
1. Events.
(a) Token Sale. In the event that the Company or any Nominated Entity operates a Qualifying Token Sale, the Company will automatically issue to the Purchaser, or will take all reasonable steps to procure that the Nominated Entity promptly issues to the Purchaser, a number of Tokens equal to the Purchase Amount divided by the Discount Rate (the Purchaser Tokens). If the Qualifying Token Sale is offered at different prices depending on the time at which Tokens are purchased, the Purchase Amount will be considered to have been at the most advantageous rate publicly marketed. If the Company elects to operate the Qualifying Token Sale using a Nominated Entity, it will inform the Purchaser in writing. The performance by the Nominated Entity of the obligations of the Company under this agreement will duly discharge the obligations of the Company to the Purchaser.
(b) Dissolution Event. If there is a Dissolution Event before this agreement expires or terminates, the Company will pay an amount equal to the Purchase Amount, due and payable to the Purchaser immediately prior to, or concurrent with, the consummation of the Dissolution Event. The Purchase Amount will be paid prior and in preference to any Distribution of any of the assets of the Company to holders of outstanding Capital Shares by reason of their ownership thereof. If immediately prior to the consummation of the Dissolution Event, the assets of the Company legally available for distribution to the Purchaser and all holders of all other SAFTs (the “Dissolving Purchasers ”), as determined in good faith by the Company’s Board of Directors, are insufficient to permit the payment to the Dissolving Purchasers of their respective Purchase Amounts, then the entire assets of the Company legally available for distribution will be distributed with equal priority and pro rata among the Dissolving Purchasers in proportion to the Purchase Amounts they would otherwise be entitled to receive pursuant to this Section 1(b).
(c) Termination. This agreement will expire and terminate (without relieving the Company of any obligations arising from a prior breach of or noncompliance with this agreement) upon either (i) the issuance of Tokens to the Purchaser pursuant to Section 1(a); or (ii) the payment, or setting aside for payment, of amounts due the Purchaser pursuant to Section 1(b).
2. Definitions.
“Acting in Concert” has the meaning given to it in the International Chamber of Commerce Code on Takeovers and Mergers published by the Panel on Takeovers and Mergers in force from time to time.
“Change of Control” means (i) a transaction or series of related transactions in which more than fifty percent (50%) of the voting rights attaching to the Capital Shares of the Company are sold or are to be sold to one person or group of persons Acting in Concert; or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company.
“2cash” means a suite of smart contracts built on a Blockchain Network which ability to trade on a crypto exchange and store in an eWallet.
“Discount Price” means the price per token of the tokens sold in the Qualifying Token Sale multiplied by the Discount Rate if any as identified between the Purchaser and 2cash that will be an Exhibit to this SAFT.
“Dissolution Event” means (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the Company’s creditors or (iii) any other liquidation, dissolution or winding up of the Company (excluding a Liquidity Event), whether voluntary or involuntary.
“Liquidity Event” means a Change of Control or a Listing.
“Liquidity Price” means the price per share equal to: the fair market value of the SAFT Tokens at the time of the Liquidity Event, as determined by reference to the purchase price payable in connection with such Liquidity Event, divided by the Discount Rate.
"Purchase Amount" means the amounts paid by the Purchaser to the Company pursuant to this agreement.
“Nominated Entity” means a company or other organisation, nominated by the Company to operate the Qualifying Token Sale.
“Qualifying Token Sale” means the operation by the Company or any subsidiary thereof of a public sale of cryptographic tokens necessary for the operation of 2cash.
“SAFT” means an agreement containing a future right to tokens, similar in form and content to this agreement, purchased by Purchasers for the purpose of funding the Company’s business operations.
“Token Sale” means the public sale of cryptographic tokens by the Company as seen as necessary for the running of 2cash.
3. Company Representations.
(a) The holding and operating companies are duly incorporated and validly existing under the laws of Hong Kong and the USA, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this agreement is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Purchaser, has been duly authorised by all necessary actions on the part of the Company. This agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or articles of association, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this agreement do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or non renewal of any material permit, license or authorisation applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this agreement, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; (if required) and (iii) necessary corporate approvals for the authorisation of Capital Shares issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
4. Purchaser Representations.
(a) The Purchaser has full legal capacity, power and authority to execute and deliver this agreement and to perform its obligations hereunder. This agreement constitutes valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Purchaser is purchasing this agreement and the securities to be acquired by the Purchaser hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.
5. Miscellaneous.
(a) Any provision of this agreement may be amended, waived or modified only upon the written consent of the Company and the Purchaser.
(b) Unless otherwise expressly stated herein, all communications under this agreement will be in writing and may be made by letter or email. Any notice required or permitted by this agreement will be deemed sufficient when delivered personally or by overnight courier or sent by email to the relevant address listed on the signature page, or 48 hours after being deposited in the mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address listed on the signature page, as subsequently modified by written notice.
(c) The Purchaser is not entitled, as a holder of this agreement, to vote or receive dividends or be deemed the holder of Capital Shares for any purpose, nor will anything contained herein be construed to confer on the Purchaser, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders 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 until shares have been issued upon the terms described herein.
(d) Neither this agreement nor the rights contained herein may be assigned, by operation of law or otherwise, by either party without the prior written consent of the other.
(e) In the event any one or more of the provisions of this agreement is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this agreement operate or would prospectively operate to invalidate this agreement, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this agreement and the remaining provisions of this agreement will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.
(f) This agreement may be executed and delivered in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts together shall constitute the one agreement.
(g) This agreement, and all rights and obligations hereunder, will be governed by and construed in accordance with the International Chamber of Commerce Arbitration Rules as related to the laws of Hong Kong, and the courts of Hong Kong shall have exclusive jurisdiction to settle any dispute arising in connection with this agreement. The language used shall be English.
6. Risk Statements
(a) Basis for Purchase. Purchaser expressly acknowledges, understands and agrees that purchasing the Tokens is at Purchaser’s sole risk and that the Tokens are each provided, used and acquired on an “AS IS” and on an “AS AVAILABLE” basis without representations, warranties, promises or guarantees whatsoever of any kind by the Company or Company Parties and that Purchases must rely on Purchaser's own examination and investigation thereof.
(b) No Rights, Functionality or Features. The Tokens have no rights, uses, purpose, attributes, functionalities or features, express or implied, outside the Project.
(c) Project. The Tokens may not entitle Purchasers’ to anything with respect to the Project, and the project definition has not yet been completed that will be defined in the Whitepaper.
(d) Purchase Price. There are no guarantees as to the price of the Tokens purchased by the Purchaser and no guarantees that the price of the Tokens determined by the market will be equal to or higher than the price at purchase. There is the possibility that the price per Token may fall below the price paid by initial Purchasers of the Tokens during the initial distribution period. The Company reserves the right to change the duration of any timeframe for the distribution of the Tokens, including, without limitation, the unavailability or non-operation of the Website or other unforeseen procedural or security issues.
(e) Blockchain Delay. Timing of block production on a public blockchain is determined by proof of work, so block production may occur irregularly. For example, 2cash cryptographic contract transfers across a given blockchain may not be included in the next block added to that Blockchain, and may be held to be added to a later block.
(f) Blockchain Congestion. Blockchains are prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam blockchain networks in an attempt to gain an advantage in purchasing cryptographic tokens.
(g) Operational Error. The Purchaser may never receive cryptographic tokens and may lose the entire amount Purchaser paid to Company for the Tokens as a result of interruptions and operational errors in the process of deploying and transacting the Tokens.
(h) Ability to Transact or Resell. The Purchaser may be unable to sell or otherwise transact in the Tokens at any time, or for the price Purchaser paid due to: (a) diminution in value of the Tokens; (b) lack of liquidity for the Tokens; (c) transfer restrictions under applicable securities laws or (d) Company imposing restrictions on the transferability of the Tokens. Buyer acknowledges, understands and agrees that: (a) the Tokens may have no value; (b) there is no guarantee or representation of liquidity for the Tokens; and (c) Company is not and shall not be responsible for or liable for the market value of the Tokens, the transferability and/or liquidity of the Tokens and/or the availability of any market for the Tokens through third parties or otherwise.
(i) Security. The Tokens may be subject to expropriation and or/theft. Hackers or other malicious groups or organisations may attempt to interfere with the Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, phishing, and spoofing.
(j) Public Blockchain Risk. Because public blockchains rely upon the consensus of their participants to determine their governance, those participants may determine to materially modify the operation or transaction history of their blockchain through a “fork” or other means, without the consent or participation of the Purchaser or Company, which may have unpredictable or materially adverse impact on the availability or utility of the Tokens. Purchaser agrees that Purchaser assumes all such risk and agrees that the Company is not responsible for any losses associated therewith.
(k) Access to Tokens. The Tokens purchased will be held in the Purchaser's eWallet which is encrypted and secured by the username and password. Should the user allow access to other parties who gain access to the eWallet and Tokens who in turn exchange or transfer the Tokens is the responsibility of the Purchaser who acknowledges and agrees the Company shall bear no responsibility for any such losses.
(l) New Technology. The Project and certain of the matters set forth are new and untested. The Project might not be capable of completion, implementation or adoption. Even if the Project is completed, implemented and adopted, it might not function as intended, and the Tokens associated with a blockchain adopting the Project may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the Tokens and the Project may become outdated.
(m) Tax Consequences. The purchase and receipt of the Tokens may have tax consequences for the Purchaser who is solely responsible for Purchaser's compliance with Purchaser tax obligations.
(n) Reliance on Third-Parties. Even if completed, the Project may rely, in whole or partly, on third parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that those third parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, all of might have a material adverse effect on the Project.
(o) Changes to the Project. The Project is still under development and may undergo significant changes over time. The Company may make significant changes to features and specifications for any number of reasons, even to a material extent, any of which may mean that the Project does not meet Purchaser's expectations. As a result: (a) certain features and specifications of the Project may never be completed as initially proposed; and (b) the Project may not be completed as initially proposed by Company.
(p) Project Completion. The development of certain aspects of the Project may be abandoned for a number of reasons, including, but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.
(q) Uncertain Regulatory Framework. The regulatory status of cryptographic Tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities may regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations or rules that may affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact the Tokens in various ways, including, for example, through a determination that Progressive Coins are securities or other financial instruments subject to regulation or that require registration. Company may cease the distribution of the Tokens, the development of the Project or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
(r) Risk of Government Action. The industry in which the Company operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of Company or pursue enforcement actions against the Company. Such governmental activities may or may not be the result of targeting Company in particular. All of this may subject Company to judgments, settlements, fines or penalties, or cause Company to restructure its operations and activities or to cease offering certain products or services, all of which could harm Company’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on Progressive Coins or the development of the Project.
This includes the entire agreement. No revisions, deletions, additions or edits of any kind will be valid unless documented as an amendment to this agreement and authorised by signatory or other documented acknowledgement of both parties. IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first written above.
Purchaser Statement: "By executing the purchase button below and completing this Token Purchase and logging into my 2wallet I agree with this agreement and related terms, conditions, user agreement and disclaimer identified and documented at agree.2cash.io.