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THE OFFER AND SALE OF THIS SECURITY INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, UNDER THE SECURITIES LAWS OF CERTAIN STATES, OR UNDER ANY OTHER COUNTRY’S SECURITIES LAWS.
This SIMPLE AGREEMENT FOR FUTURE TOKENS (“the SAFT”) is issued by TRADEX, LLC d/b/a Dexvers, (“Dexvers) a Wyoming, USA limited liability company for “DEXVERS TOKENS.” This SAFT is effective as of this date and certifies that in exchange for the payment by the “Purchaser” of the “Purchase Amount,” Dexvers (“Company”) shall issue to the Purchaser in connection with the offering (the “SAFT Offering”), the right to receive tokens to be issued in the future by the Company (“Tokens”) in the number set forth subject to the terms set forth below and in the Dexvers Token Purchase Agreement (“Purchase Agreement”) between the Purchaser and the Company. The Purchased Tokens will vest through a vesting schedule, as set forth on Exhibit C.
1.1 Purchaser Deliveries. Concurrently with the execution of this SAFT, the Purchaser provides to the Company the Purchase Amount by approved payment methods. The Purchaser agrees that the Purchaser’s signature constitutes delivery and execution of both this SAFT and the Purchase Agreement.
If the Company satisfies the Milestone, as defined in Section 2, the Company will deliver the Tokens to the Purchaser’s digital wallet. For the avoidance of doubt, the digital wallet must be under the direct or indirect control of the Purchaser and shall not be under the direct or indirect control of a third-party. The Purchaser must provide information regarding the Purchaser’s digital wallet address prior to delivery of the Tokens by the Company.
1.2 Token Delivery Date. Upon the satisfaction of the Milestone by the Company, within 30 days of the Evaluation Date (such date of issuance, the “Token Delivery Date”), the Company will issue Tokens to the Purchaser representing One Hundred Percent (100%) of the Purchase Amount.
1.3 Refund of Purchase Amount. Upon 30 days after (i) the failure of the Company to meet the Milestone by the Evaluation Date or (ii) a Dissolution Event, the Company will refund to the Purchaser an amount equal to Eighty Percent (80%) of the Purchase Amount, net of applicable taxes and expenses associated with the SAFT Offering (such amount, the “Returned Investment”). The Purchaser acknowledges and agrees that Twenty Percent (20%) of the Purchase Amount, is a nonrefundable portion of the Purchase Amount (“Nonrefundable Amount”) and accordingly, will not be subject to payment to Purchaser as a Returned Investment. For the avoidance of doubt, funds from the business operations of Dexvers other than funds received in the SAFT Offering shall not be available for payment of Returned Investments. Any Returned Investments shall be paid in the same form of payment as deposited by the Purchaser. The Purchaser acknowledges that there may be circumstances in which the Company will not be able to refund all or a portion of the Purchase Amount to Purchaser.
1.4 Full Satisfaction. The Purchaser agrees that payment of the Returned Investment by the Company to the Purchaser or notice that there are not sufficient funds to pay any Returned Investment amount shall be in full satisfaction of any and all obligations of Dexvers under this SAFT to the Purchaser subject to applicable law.
1.5 Termination. This SAFT will terminate or expire (without relieving the Company or the Purchaser of any obligations arising from a prior breach of or non-compliance with this SAFT) upon the following:
(i) the issuance of Tokens to the Purchaser upon the satisfaction of the Milestone;
(ii)the payment of the Returned Investment pursuant to Section 1.3; or
(iii)the determination by the Company in its sole discretion that the Milestone will not be met and no payments will be made by the Company pursuant to Section 1.3 due to lack of funds.
Sections 1.4 (Full Satisfaction), 1.6 (Vesting), 4 (Purchaser Representations), and 5 (Miscellaneous) shall survive any termination or expiration of this SAFT.
1.6 Use Restriction and Vesting. The Tokens delivered pursuant to this SAFT are subject to the Use Restriction until the Company has met the Milestone. The commencement date of the Tokens will be the date when the Network launches (the “Commencement Date”). The Purchased Tokens will vest through a vesting schedule, as set forth on Exhibit C.
“Dexvers” means the Company, Tradex, LLC d/b/a Dexvers, a Wyoming, USA, limited liability company, and its affiliates.
“Dissolution Event” means: (i) a voluntary termination of operations by the Company in its sole discretion; (ii) a general assignment for the benefit of the Company’s creditors; or (iii) any other liquidation, dissolution or winding up of the Company, whether voluntary or involuntary. For the avoidance of doubt, a change of control or an initial public offering of the Company will not constitute a Dissolution Event.
“Evaluation Date” means the date, no later than July 31, 2022 and no earlier than March 31, 2022, on which the Company, in its sole discretion, will determine whether Dexvers has met the Milestone.
“Milestone” means the Network is operational with Token functionality as determined by the Company in its sole discretion.
“Network” means the network of decentralized applications permitting users to form liquidity pools in exchange for a percentage of trading fees earned from users swapping tokens in and out of liquidity pools.
“SAFT” means an agreement containing a future right to units of Tokens purchased by Purchasers, similar in form and content to this agreement, which a significant portion of the amount raised under the SAFTs will be used to fund the Company’s development of a decentralized blockchain-based application (“Dexvers”) that enables the trading of different crypto assets issued on various blockchains, across various blockchains utilizing liquidity pools to fill transaction orders.
“Subsequent Agreement” means a SAFT the Company may issue after the issuance of this SAFT but prior to the Milestone with the principal purpose of raising capital. For clarity, this definition excludes without limitation: (i) equity interests in Tradex, LLC d/b/a Dexvers; (ii) SAFTs or Tokens issued pursuant to any employee incentive or similar plan of the Company or sold or issued to employees of the Company as a form of bonus or compensation; provided that, an instrument substantially similar to or the same as this SAFT may be used in connection with such plan; (iii) SAFTs, Tokens or “vouchers” for SAFTs or Tokens issued or issuable to third party service providers or others in connection with the Milestone or the provision of goods or services to the Company; (iv) SAFTs or Tokens issued or issuable in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships; (v) SAFTs or Tokens issued or issuable in connection with mining activities on the Network or giveaways by the Company to encourage use and development of the Network; and (vi) any convertible securities issued by the Company.
“Use Restriction” means the general prohibition on the Purchaser’s ability to sell, transfer, spend, exchange, or otherwise make use of the Tokens on the Network.
(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming, 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 instrument is within the power of the Company and, other than with respect to the actions to be taken when Tokens are to be issued to the Purchaser, has been duly authorized by all necessary actions on the part of the Company. This instrument 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 articles of incorporation or bylaws, (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) To the knowledge of the Company, the performance and consummation of the transactions contemplated by this instrument 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 nonrenewal of any material permit, license, or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; and (ii) any qualifications or filings under applicable securities laws.
(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 an infringement of the rights of others. Dexvers is not a proprietary trade name of the Company.
(f) The Company incorporates and restates in this SAFT by reference all representations and warranties made by the Company contained in the Purchase Agreement.
(a) The Purchaser has full legal capacity, power, and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument 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 has been advised that this instrument is a security and that the offers and sales of this instrument have not been registered under any country’s securities laws and, therefore, cannot be resold except in compliance with the applicable country’s laws. The Purchaser is purchasing this instrument 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.
(c) The Purchaser enters into this SAFT with the predominant expectation that he, she, or it, as the case may be, will profit upon the successful development and Network Launch arising from the efforts of the Company and its employees to develop and market the Dexvers platform and the Network Launch and related sale of the Tokens.
(d) The Purchaser incorporates and restates in this SAFT by reference all representations and warranties made by the Purchaser contained in the Purchase Agreement. The Purchaser further represents that he, she, or it has read the Purchase Agreement, understands, and agrees to be bound by its terms, and has been provided the opportunity to ask the Company questions, and where applicable, has received answers from the Company, regarding the Purchase Agreement.
(e) The Purchaser agrees to be bound by any affirmation, assent, or agreement that he, she, or it transmits to the Company or the Company’s affiliates by computer or other electronic device, including internet, telephonic, and wireless devices, including, but not limited to, any consent he, she, or it gives to receive communications from the Company or any of the Company’s affiliates solely through electronic transmission. The Purchaser agrees that when he, she, or it clicks on an “I Agree,” “I Consent,” or other similarly worded button or entry field with his, her, or its mouse, keystroke, or other device, the Purchaser’s agreement or consent will be legally binding and enforceable against he, she, or it and will be the legal equivalent of his, her, or its handwritten signature on an agreement that is printed on paper. The Purchaser agrees that the Company and any of the Company’s affiliates may send the Purchaser electronic copies of any and all communications associated with its purchase of Tokens.
(f) The Purchaser has reviewed with Purchaser’s tax advisors the federal, state, local, and foreign tax consequences of this investment and the transactions contemplated by this SAFT and the Purchase Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company or any of its agents or affiliates) shall be responsible for the Purchaser’s tax liability that may arise as a result of the transactions contemplated by this SAFT or the Purchase Agreement.
(a) This instrument sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings, and agreements, whether oral of written, between them. This instrument is one of a series of similar instruments entered into by the Company from time to time. Any provision of this instrument may be amended, waived, or modified only upon the written consent of the Company and the holders of a majority, in the aggregate, of the Purchase Amounts paid to the Company with respect to all SAFTs outstanding at the time of such amendment, waiver or modification.
(b) Any notice required or permitted by this instrument will be deemed sufficient when updated on the Company website.
(c) The Purchaser is not entitled, as a holder of this instrument, to vote or receive dividends or be deemed the holder of capital stock of the Company for any purpose, nor will anything contained herein be construed to confer on the Purchaser, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders 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.
(d) Neither this instrument 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; provided, however, that this instrument and/or the rights contained herein may be assigned without the Company’s consent by the Purchaser to any other entity who directly or indirectly, controls, is controlled by or is under common control with the Purchaser, including, without limitation, any general partner, managing member, officer or director of the Purchaser, or any venture capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same management company with, the Purchaser; and provided, further, that the Company may assign this instrument in whole, without the consent of the Purchaser, in connection with a reincorporation to change the Company’s domicile.
(e) In the event any one or more of the provisions of this instrument 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 instrument operate or would prospectively operate to invalidate this instrument, 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 instrument and the remaining provisions of this instrument will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.
(f) All rights and obligations hereunder will be governed by the laws of the State of Wyoming, USA, without regard to the conflicts of law provisions of such jurisdiction.
(a) This Token Purchase Agreement (this “Purchase Agreement”) contains the terms and conditions that govern your purchase of cryptocurrency Tokens sold by Company (the “Tokens”) and it defines your rights and obligations with respect to the purchased Tokens. This is an agreement between you (“Purchaser” or “you”) and Tradex, LLC d/b/a Dexvers, a Wyoming, USA, limited liability company (the “Company”). Purchaser and the Company are herein referred to individually as a “Party” and collectively as the “Parties.”
(b) WHEREAS, the Company is engaged in offering cryptocurrency Tokens (the “Offering”) and, in connection therewith, has determined to issue and deliver up to 1,500,000,000 Tokens to investors in the Offering; and
(c) WHEREAS, Purchaser desires to purchase from the Company, and the Company desires to issue and sell to Purchaser, Tokens in an amount and for the consideration set forth.
(d) WHEREAS, the Offering, including the sale of the Tokens to Purchaser under this Purchase Agreement, are not and will not be registered under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”) or any other country’s securities laws.
(e) NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
A2.1 Issuance and Sale of Tokens; Purchase Price.
(a) Subject to the terms and conditions set forth herein, Purchaser, intending to be legally bound, hereby irrevocably agrees to purchase from the Company the number of Tokens set forth (the “Purchased Tokens”) for the purchase price set forth (the “Purchase Price) all in accordance with the terms and conditions of this Purchase Agreement.
(b) This Purchase Agreement shall be an effective and binding commitment (the “Commitment”) of Purchaser when Purchaser executes this Purchase Agreement.
(c) Purchaser acknowledges and agrees that this agreement to purchase cannot be withdrawn, terminated, or revoked. This agreement to purchase shall be binding on the heirs, executors, administrators, successors, and assigns of Purchaser. This agreement to purchase is not transferable or assignable by Purchaser, except as expressly provided in the terms and conditions of this Purchase Agreement.
(d) Upon the basis of the representations and warranties, and subject to the terms and conditions, set forth herein, the Company agrees to issue and sell the Purchased Tokens to Purchaser for the Purchase Price. The Purchased Tokens will vest through a vesting schedule, as set forth on Exhibit C of the Simple Agreement for Future Tokens (the “SAFT”).
A2.2 Termination of Offering or Rejection of Token Purchase Agreement.
Purchaser acknowledges and agrees that the Company, in its sole discretion, reserves the right to accept or reject this or any other agreement to purchase Tokens, in whole or in part, and for any reason or no reason, notwithstanding prior receipt by Purchaser of notice of acceptance of this Purchase Agreement. If the Company rejects this Purchase Agreement but has received payment, the Company shall return promptly the rejected Purchase Price or the rejected portion thereof to Purchaser without deduction, offset, or interest accrued thereon. If this offer is rejected in whole this Purchase Agreement shall thereafter be of no further force or effect. If this offer is rejected in part, this Purchase Agreement will continue in full force and effect to the extent this subscription was accepted.
A2.3 Acceptance of Sale. Company shall deliver to Purchaser the number of Tokens equal to the Purchased Tokens. Purchaser acknowledges and agrees that the sale of Tokens pursuant to this Purchase Agreement is made subject to the condition that the Tokens to be issued and delivered on account of this Purchase Agreement will be issued only in the name of and delivered only to Purchaser through purchaser’s Digital Wallet, the details of which and the protection for which Purchaser shall assume all obligations.
A2.4 Rights as Holder of Tokens. Purchaser acknowledges and agrees that upon and after the Closing the Tokens shall have only such rights and attributes as are expressly set forth on Exhibit B, subject to the terms thereof, including but not limited to each of the restrictions and conditions described on Exhibit B.
A2.5 No Claim, Loan, or Ownership Interest. Except as otherwise expressly set forth herein, the purchase of Tokens: (a) does not provide Purchaser with rights of any form with respect to the Company or its revenues or assets, including, without limitation, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; (b) is not a loan to Company; and (c) does not provide Purchaser with any ownership, equity, or other interest in the Company.
A2.6 Intellectual Property. Purchaser acknowledges and agrees that the Company retains all right, title, and interest in all of the Company’s intellectual property contained in the Tokens, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable, or protectable in trademark, and any trademarks, copyright, or patents based thereon. Purchaser agrees not to use, reverse engineer, modify, or alter any of the Company’s intellectual property for any reason without the Company’s prior written consent.
In connection with the issuance and sale of the Tokens hereunder, Purchaser hereby represents and warrants to the Company that on the date hereof and as of the Closing Date:
A3.1 Risk Factors. Purchaser is aware that an investment in the Tokens involves a significant degree of risk. Purchaser acknowledges that no representations or warranties have been made to it or to its advisors or representatives with respect to the business or prospects of the Company or its financial condition.
A3.2 Authorization. This Purchase Agreement has been duly executed by Purchaser. The Purchase Agreement constitutes a legal, valid, and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws of general application relating to or affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). If an individual, Purchaser is at least eighteen (18) years old and of sufficient legal age and capacity to enter into this Purchase Agreement. If a legal entity, Purchaser is duly organized, validly existing, and in good standing under the Laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.
A3.3 No Conflicts. The execution, delivery and performance of this Purchase Agreement will not result in (a) any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice of, (i) any provision of Purchaser’s organizational documents, if applicable; (ii) any provision of any judgment, decree or order to which Purchaser is a party, by which it is bound, or to which any of its assets are subject; (iii) any agreement, obligation, duty or commitment to which Purchaser is a party or by which it is bound; or (iv) any laws, statutes, ordinances, rules, regulations, judgments, injunctions, administrative interpretations, orders and decrees of any Governmental Authority, including amendments thereto (collectively, “Laws”); or (b) the creation of any lien, charge or encumbrance upon any assets of Purchaser. “Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof, any entity exercising legislative, executive, judicial or administrative functions of or pertaining to government, including without limitation any government authority, agency, department, board, commission or instrumentality and any court, tribunal or arbitrator(s) of competent jurisdiction and any self-regulatory organization. For the avoidance of doubt, Governmental Authority may include private bodies exercising quasi-governmental, regulatory, or judicial-like functions to the extent they relate to either Parties or the Tokens.
A3.4 Experience and Ability to Bear Risk.
(a) Purchaser has sufficient knowledge and experience in business, technology, financial, securities, and securities investments matters, including a sufficient understanding of blockchain or cryptographic tokens and other digital assets, smart contracts, storage mechanisms (such as digital or token wallets), blockchain-based software systems and blockchain technology, to be able to evaluate the risks and merits of Purchaser’s purchase of Tokens using a digital wallet, including but not limited to the matters set forth in this Purchase Agreement, and is able to bear the risks thereof, including loss of all amounts paid, loss of Tokens and liability to the Company and others for its acts and omissions, including without limitation those constituting a breach of this Purchase Agreement, negligence, fraud, or willful misconduct. Purchaser’s financial situation is such that Purchaser can afford to bear the economic risk of holding Tokens for an indefinite period of time, and Purchaser can afford to suffer the complete loss of the Purchase Price and Tokens.
(b) Purchaser has obtained sufficient information in order to make an informed decision to purchase Tokens. Purchaser is not relying on the Company or any of its owners, directors, officers, counsel, employees, agents, or representatives for legal, investment, or tax advice. Purchaser represents that to the extent that Purchaser has any questions with respect to the purchase of Tokens, Purchaser has sought professional advice. Purchaser has sought independent legal, investment, and tax advice to the extent that Purchaser has deemed necessary or appropriate in connection with Purchaser’s decision to purchase Tokens described herein.
A3.5 Company Information/Opportunity to Investigate. Purchaser, in making the decision to purchase the Tokens, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its owners, directors, officers, employees, agents, or any other representatives of the Company, other than as expressly set forth in this Purchase Agreement.
A3.6 Sanctions Compliance; Anti-Money Laundering; Funds and Payments.
(a) Sanctions Compliance. Neither Purchaser, nor any person having a direct or indirect beneficial interest in Purchaser or Tokens being acquired by Purchaser, or any person for whom Purchaser is acting as agent or nominee in connection with Tokens, has been or is (i) the subject of sanctions administered or enforced by the United States (including without limitation the U.S. Department of the Treasury’s Office of Foreign Asset Control), the United Kingdom, the European Union or any other Governmental Authority (collectively, “Sanctions”), (ii) organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions, or (iii) otherwise a party with which the Company is prohibited from dealing with under applicable Laws.
(b) Anti-money Laundering; Counter-Terrorism Financing. To the extent required by applicable Laws, Purchaser has complied and will continue to comply with all anti-money laundering and counter-terrorism financing requirements.
(c) Funds and Payments. The funds, including any fiat, virtual currency or cryptocurrency, Purchaser uses to purchase Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Purchaser will not use, or permit the use of, Tokens to finance, engage in or otherwise support any unlawful activities. All payments by or on behalf of Purchaser under this Purchase Agreement will be made only in Purchaser’s name, from a digital wallet or bank account not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force, and is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time.
A3.7 No Brokerage Fees. No broker, finder, or financial advisor has acted for Purchaser in connection with this Purchase Agreement or the transactions contemplated hereby, and no broker, finder or financial advisor is entitled to any broker’s, finder’s or financial advisor’s fee or other commission in respect thereof based in any way on any contract or arrangement with Purchaser.
A3.8 Foreign Purchasers. If Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Purchaser hereby represents that it has satisfied itself as to the full observance of the Laws of Purchaser’s jurisdiction in connection with any invitation to subscribe for the Tokens or any use of this Purchase Agreement, including (a) the legal requirements within Purchaser’s jurisdiction for the purchase of the Tokens, (b) any foreign exchange restrictions applicable to such purchase and the other transactions contemplated hereby, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Tokens. Purchaser’s subscription and payment for and continued beneficial ownership of the Tokens will not violate any applicable securities or other Laws of Purchaser’s jurisdiction.
In connection with the issuance and sale of the Tokens hereunder, the Company hereby represents and warrants to Purchaser that as of the date hereof and as of the Closing Date:
A4.1 Corporate Status. The Company is a private company limited by shares duly organized, validly existing, and in good standing under the Laws of Wyoming and has all requisite corporate power and authority to carry on its business as now conducted.
A4.2 Company Power and Authority. The Company has all requisite power and authority to execute and deliver this Purchase Agreement and sell Tokens to Purchaser and to carry out and perform its obligations under this Purchase Agreement, in each case subject to the terms hereof. The Purchase Agreement constitutes a legal, valid, and binding obligation of the Company enforceable against Company in accordance with its terms.
A4.3 Authorization. This Purchase Agreement has been duly executed and delivered by the Company, and, upon the Closing, the Tokens will have been validly issued to Purchaser in accordance with the terms hereof. This Purchase Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding at law or equity)).
A4.4 No Conflict. The execution, delivery, and performance of this Purchase Agreement will not result in: (a) any violation of, be in conflict with in any material respect, or constitute a material default under, with or without the passage of time or the giving of notice (i) any provision of any judgment, decree or order to which the Company is a party, by which it is bound, or to which any of its material assets are subject, (ii) any material contract, obligation or commitment to which the Company is a party or by which it is bound, or (iii) any applicable Laws; or (b) the creation of any material lien, charge or encumbrance upon any material assets of the Company.
A4.5 No Consents or Approvals. The execution and delivery of and performance under this Purchase Agreement require no approval or other action from any Governmental Authority or person or entity other than the Company.
A5.1 Expenses. All costs, fees, and expenses incurred by a Party in connection with the performance of such Party’s obligations hereunder and in connection with the transactions contemplated by this Purchase Agreement shall be paid by such Party regardless of whether this Purchase Agreement becomes effective or is terminated. Each Party shall be solely liable for all of its own fees and costs incurred in any future transactions between the Parties.
A5.2 Transfer. Potential Purchasers acknowledge that they may be required to bear the financial risks of the Tokens for an indefinite period of time.
A5.3 Additional Information. Upon the Company’s request, Purchaser agrees to provide the Company with all additional information that the Company deems necessary to comply with applicable Laws.
A6.1 Termination Upon Purchaser’s Breach. The Company reserves the right to terminate this Purchase Agreement, in its sole discretion, in the event that Purchaser is in breach of any term of this Purchase Agreement. In the event of a termination pursuant to this Section 5.1, (a) all of Purchaser’s rights in Tokens shall become immediately void and of no further force and effect, (b) all of Purchaser’s rights under this Purchase Agreement shall immediately terminate, and (c) Purchaser shall not be entitled to any other recourse (including any refund for any amounts paid to the Company in connection with this Purchase Agreement).
A6.2 Survival. Notwithstanding anything to the contrary herein, the provisions of Section 6, Section 7, Section 8, and Section 9 shall survive the termination of this Purchase Agreement.
Purchaser hereby agrees to indemnify the Company, any of its affiliates, and its and their respective owners, directors, officers, employees, representatives, and advisors, and to hold each of them harmless, from and against any loss, damage, liability, cost or expense, including reasonable attorneys’ fees and costs of investigation, to which they may be put or which they may reasonably incur or sustain due to or arising out of (a) any inaccuracy in or breach of any representation or warranty of Purchaser or its affiliates or agents, whether contained in this Purchase Agreement or any other document provided by Purchaser to the Company in connection with Purchaser’s investment in the Tokens (b) any nonfulfillment or breach of any covenant, agreement, or other provision by Purchaser or its affiliates or agents, whether contained in this Purchase Agreement or any other document provided by Purchaser to the Company in connection with Purchaser’s investment in the Tokens, or (c) the sale or distribution of the Tokens in violation of the Securities Act or any other applicable Law or this Purchase Agreement. Notwithstanding any provision of this Purchase Agreement, Purchaser does not waive any right granted to Purchaser under any applicable state Law. All indemnification provisions shall survive the termination of this Purchase Agreement.
(a) Except as expressly provided by this agreement and applicable Laws, the Company shall not be responsible or liable for any losses resulting directly or indirectly from: (a) any act or omission of Purchaser or agent of Purchaser or any error, negligence, or misconduct of Purchaser; (b) failure of transmission or communication facilities; (c) any other cause or causes beyond the Company’s control, including, without limitation, for reasons such as acts of God, fire, flood, strikes, work stoppages, acts of terrorism, governmental or regulatory action, delays of suppliers or subcontractors, war or civil disturbance, self-regulatory organization actions, telecommunication line or computer hardware failures and any other telecommunication failures; (d) the Company’s reliance on any instructions, notices, or communications that it believes to be from an individual authorized to act on behalf of Purchaser, and Purchaser hereby waives any and all defenses that any such individual was not authorized to act on behalf of Purchaser; (e) government restrictions; exchange, regulatory, or market rulings; suspension of trading; military operations; terrorist activity; strikes, or any other condition beyond the Company’s control, including without limitation extreme market volatility or trading volume; or (f) any action taken by Company to comply with applicable Laws or this Purchase Agreement.
(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS AND RULES, THE COMPANY, ITS AFFILIATES, AND ITS CONTROLLING PERSONS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS WILL NOT BE RESPONSIBLE FOR ANY LOSSES EXCEPT THAT THE COMPANY SHALL BE RESPONSIBLE FOR ANY LOSSES TO THE EXTENT THAT SUCH LOSSES ARISE FROM THE COMPANY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT. IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, CONTROLLING PERSONS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS BE LIABLE TO PURCHASER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES OF ANY KIND FOR LOST PROFITS OR REVENUES, TRADING LOSSES, INACCURATE DISTRIBUTIONS, LOSS OF BUSINESS, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE. FOR THE AVOIDANCE OF DOUBT, THIS PROVISION DOES NOT ACT AS A WAIVER OF ANY RIGHTS OF A PURCHASER UNDER THE FEDERAL SECURITIES LAWS, INCLUDING ANY RIGHTS UNDER THE SECURITIES ACT OF 1933, TO THE EXTENT SUCH A WAIVER IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT OR IS OTHERWISE UNENFORCEABLE.
(c) THE COMPANY AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE SERVICES TO BE PROVIDED IN ACCORDANCE WITH THIS PURCHASE AGREEMENT. THE COMPANY AND ITS AFFILIATES DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. THE COMPANY AND AFFILIATES DO NOT GUARANTEE THE ACCURACY, QUALITY, SEQUENCE, TIMELINESS, RELIABILITY, PERFORMANCE, COMPLETENESS, CONTINUED AVAILABILITY, TITLE, OR NON-INFRINGEMENT OF ANY DATA OR THIRD PARTY PROVIDER SERVICES USED IN RELATION TO THE PURCHASE AGREEMENT AND EACH DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES. THE SERVICES TO BE PROVIDED BY THE COMPANY ARE PROVIDED ON AN “AS-IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS AND RULES. FOR THE AVOIDANCE OF DOUBT, THIS PROVISION DOES NOT ACT AS A WAIVER OF ANY RIGHTS OF A PURCHASER TO THE EXTENT SUCH A WAIVER IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT OR IS OTHERWISE UNENFORCEABLE.
A9.1 Counterparts. This Purchase Agreement may be executed in any number of counterparts (including by means of facsimile and electronic mail (including portable document format (pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com)), each of which shall be an original but all of which together shall constitute one and the same instrument.
A9.2 No Assignment. This Purchase Agreement shall be binding upon and inure to the benefit of the Parties. Further, (a) Tokens acquired pursuant to this Purchase Agreement may be transferred only as set forth in Section 3 of Exhibit B hereto, (b) the Company may assign or transfer this Purchase Agreement without Purchaser’s consent to its successors and assigns, including an affiliate of the Company, and (c) Purchaser may not assign this Purchase Agreement without the prior written consent of the Company. Any purported assignment in violation of this provision shall be a breach of this Purchase Agreement and void ab initio.
A9.3 Governing Law; Venue. This Purchase Agreement shall be governed by and construed in accordance with the domestic Laws of the State of Wyoming without giving effect to any choice or conflict of laws provision or rule (whether of the State of Wyoming or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Wyoming. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE AND FEDERAL COURTS LOCATED WITHIN NEW SHERIDAN COUNTY, WYOMING FOR ANY ACTION, PROCEEDING, OR INVESTIGATION (“LITIGATION”) ARISING OUT OF OR RELATING TO THIS PURCHASE AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY (AND AGREES NOT TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN SUCH VENUES).
A9.4 Amendment. No amendment of any provision of this Purchase Agreement shall be valid unless the same shall be in writing and signed by the Company and Purchaser.
A9.5 Entire Agreement. This Purchase Agreement constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof.
A9.6 Notices. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given to any Party when delivered by hand, when delivered by electronic mail, or when mailed, first-class postage prepaid, (a) if to Purchaser, at the electronic mail address set forth below Purchaser’s signature, or to such other electronic mail address as Purchaser shall have furnished to the Company in writing, and (b) if to the Company at investor.relations@dexvers.com, or to such other address or addresses or electronic mail address or addresses, as the Company shall have furnished to Purchaser in writing (provided that notice by electronic mail to the Company shall not be deemed given unless the Company has affirmatively acknowledged receipt of such notice).
A9.7 Severability. If any provision of this Purchase Agreement is determined by a court of competent jurisdiction to be invalid, illegal, inoperative, or unenforceable for any reason, this Purchase Agreement shall continue in full force and effect, it being intended that all rights and obligations of the Parties hereunder shall be enforceable to the fullest extent permitted by law, and the Parties shall negotiate in good faith to modify this Purchase Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
A9.8 No Third-Party Beneficiaries. The terms and provisions of this Purchase Agreement are intended solely for the benefit of each Party and their respective successors and assigns, and it is not the intention of the Parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person; provided, that, any subsequent transferee of the Tokens pursuant to a permitted transfer effected pursuant to Section 3 of Exhibit B hereto will be deemed a third party beneficiary of the transferor’s rights as holder of Tokens set forth on Exhibit B hereto for so long as such transferee is a holder of Tokens.
A9.9 Electronic Communications. Purchaser agrees and acknowledges that all agreements, notices, disclosures, and other communications that the Company may provide to Purchaser pursuant to this Purchase Agreement or in connection with or related to Purchaser’s purchase or ownership of Tokens, including this Purchase Agreement, may be provided by the Company, in its sole discretion, to Purchaser in electronic form.
A9.10 Headings. The headings used in this Purchase Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.
A9.11 Construction. The Parties acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Purchase Agreement with its legal counsel and that this Purchase Agreement shall be construed as if jointly drafted by the Parties.
A9.12 Available Rights and Waivers. No failure or delay by any Party in exercising any right, power, or privilege under this Purchase Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
The Tokens sold by Tradex, LLC d/b/a Dexvers (the “Company”) shall be designated as “Tokens.” The number of authorized Tokens is 1,500,000,000. The rights of the Token holder are contractual rights set forth in the Company Token Purchase Agreement, including this Exhibit B.
Tokens do not have any rights, uses, purposes, attributes, functionalities, or features, express or implied, outside of the Company’s trading platforms.
Holders of Tokens have no right to vote or participate in the Company’s shareholder meetings or in the corporate governance of the Company.
The holders of Tokens shall have no rights to receive any reports, notices, and other information of the Company, except as expressly provided in this Exhibit B.
Except as expressly set forth in this Exhibit B, the Tokens do not provide the holder thereof with (a) rights of any form with respect to the Company or its revenues or assets, including, without limitation, any distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; (b) any ownership, equity, or other interest in the Company, including any preemptive or subscription rights; (c) rights to participate in, or benefit from significant corporate transactions in which the Company is a party, such as mergers, a sale of the Company, or sale of the Company’s assets; and (d) any voting powers, preferences, and relative, participating, optional, or other special rights. The Tokens are not loans to the Company.
Tokens may be purchased, sold, and transferred in fractional divisions to eighteen decimal places (0.000000000000000001). Sales of Tokens by the Company that would otherwise result in fractional divisions of more than five decimal places will be rounded down to five decimal places.
The Company may not amend, alter, suspend, or terminate the rights of Tokens as set forth in this Exhibit B except: (a) as provided in this Exhibit B; or (b) with the express written consent the holder of Tokens; provided, however, that the Company may modify the terms set forth in this Exhibit B to the extent such modification does not materially impair the rights of the holder of Tokens. The Company may, at its sole discretion, replace the Tokens, and distribute new blockchain assets (“Replacement Tokens”) (collectively, a “Replacement”); provided, however, that (x) the registered holders of the Tokens (or any Replacement Tokens) immediately prior to a Replacement receive one Replacement Tokens for each Token held by the registered holder; (y) all Replacement Tokens distributed pursuant to this Section 7 of Exhibit B shall have all the rights as are expressly set forth on this Exhibit B, subject to the terms hereof (except to the extent it is expressly modified by the terms of this Section 7 of Exhibit B); and (z) immediately following the distribution of Replacement Tokens as part of a Replacement, the Tokens (or previously distributed Replacement Tokens) will be void, will no longer represent the rights associated with this Exhibit B and any attempted or purported transfer of such Tokens will be void and without effect.
All notices provided by the Company to holders of Tokens hereunder shall be delivered by an electronic notice sent to the holders of Tokens sent via electronic mail.
The rights and obligations set forth in this Exhibit B are intended solely for the benefit of the holder of Tokens. Upon any valid transfer of an Token in accordance with the transfer requirements of Section 3 of this Exhibit B, the rights and obligations of the transferor of an Token pursuant to this Exhibit B shall be automatically assigned to the transferee of such Tokens, with such transferee being a third party beneficiary to the terms of Exhibit B.
(a) Except as expressly provided by Wyoming law, none of the terms of the Tokens shall cause the Company to be, and the Company shall not be, responsible or liable for any losses resulting directly or indirectly from: (i) any act or omission of a holder of Tokens or agent of a holder of Tokens or any error, negligence, or misconduct of a holder of Tokens; (ii) failure of transmission or communication facilities; (iii) any other cause or causes beyond the Company’s control, including, without limitation, for reasons such as acts of God, fire, flood, strikes, work stoppages, acts of terrorism, governmental or regulatory action, delays of suppliers or subcontractors, war or civil disturbance, self-regulatory organization actions, telecommunication line or computer hardware failures and any other telecommunication failures; (iv) the Company’s reliance on any instructions, notices, or communications that it believes to be from an individual authorized to act on behalf of a holder of Tokens, and each holder of Tokens hereby waives any and all defenses that any such individual was not authorized to act on behalf of such holder; (v) government restrictions; exchange, regulatory, or market rulings; suspension of trading; military operations; terrorist activity; strikes, or any other condition beyond the Company’s control, including without limitation extreme market volatility or trading volume; or (vi) any action taken by Company to comply with applicable laws or the terms of the Tokens. The Company is not responsible, and shall have no liability, for any mutilated, destroyed, lost and stolen Tokens.
(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS AND RULES, NONE OF THE TERMS OF THE TOKENS SHALL CAUSE THE COMPANY, ITS AFFILIATES, AND ITS CONTROLLING PERSONS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS TO BE, RESPONSIBLE FOR ANY LOSSES EXCEPT THAT THE COMPANY SHALL BE RESPONSIBLE FOR ANY LOSSES TO THE EXTENT THAT SUCH LOSSES ARISE FROM THE COMPANY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT. IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, CONTROLLING PERSONS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS BE LIABLE TO A HOLDER OF TOKENS OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES OF ANY KIND FOR LOST PROFITS OR REVENUES, TRADING LOSSES, INACCURATE DISTRIBUTIONS, LOSS OF BUSINESS, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE. FOR THE AVOIDANCE OF DOUBT, THIS PROVISION DOES NOT ACT AS A WAIVER OF ANY RIGHTS OF A PURCHASER TO THE EXTENT SUCH A WAIVER IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT OR IS OTHERWISE UNENFORCEABLE.
(c) EXCEPT AS EXPRESS SET FORTH IN THIS EXHIBIT B, THE COMPANY AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO RIGHTS OF TOKENS, INCLUDING THE COMPANY’S WEBSITE (IF APPLICABLE), OR THE RESULTS TO BE ACHIEVED BY THE USE THEREOF. THE COMPANY AND ITS AFFILIATES DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. THE COMPANY AND AFFILIATES DO NOT GUARANTEE THE ACCURACY, QUALITY, SEQUENCE, TIMELINESS, RELIABILITY, PERFORMANCE, COMPLETENESS, CONTINUED AVAILABILITY, TITLE, OR NON-INFRINGEMENT OF ANY DATA OR THIRD-PARTY PROVIDER SERVICES USED IN RELATION TO THE TOKENS AND EACH DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES. THE SERVICES TO BE PROVIDED BY THE COMPANY IN CONNECTION WITH THE TOKENS (INCLUDING THE WEBSITE) ARE PROVIDED ON AN “AS-IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS AND RULES.
Other than the rights of ownership expressly set forth in this Exhibit B, the holder of Tokens do not have rights of any form with respect to the Company or its revenues or assets, including, without limitation, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights. The Tokens are not indebtedness of Company.
With its purchase of a Token, Holder acknowledges and agrees that the Company retains all right, title, and interest in all of the Company’s intellectual property contained in the Tokens, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information, and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright, or patents based thereon. Holder shall not to use, reverse engineer, modify, or alter any of the Company’s intellectual property for any reason without the Company’s prior written consent.
The Tokens shall be governed by and construed in accordance with the domestic Laws of the State of Wyoming without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Wyoming. EACH HOLDER OF TOKENS HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE AND FEDERAL COURTS LOCATED WITHIN SHERIDAN COUNTY, WYOMING FOR ANY ACTION, PROCEEDING OR INVESTIGATION (“LITIGATION”) ARISING OUT OF OR RELATING TO THIS PURCHASE AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY (AND AGREES NOT TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN SUCH VENUES).
The Purchaser shall receive five percent (5%) of the Purchased Tokens on or before ten (10) days of the purchase and the remaining ninety-five percent (95%) will be sent via smart contracts on a monthly basis for the following twenty-three (23) months. The first of the twenty-three (23) monthly vested amounts might be minimally higher than the remaining twenty-two (22) months as a result of Dexvers delivering upfront the sum of the monthly fractional token values resulting from dividing the remaining ninety-five percent (95%) of purchased tokens by twenty-three (23) months.
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