The user data marked with ‘*’ are used as an example purely for demonstration purposes
Tallinn, ’26’ August 2018*
1. TERMS IN THE AGREEMENT
1.1. The ‘Agreement’ shall mean the present Agreement and all the appendices that constitute an integral part hereof;
1.2. For the purposes hereof, the ‘CINDX’ shall mean the electronic Internet platform hosted at the address: www.cindx.io (hereinafter referred to as ‘The Website’). The Internet platform purpose is to implement the project related with the following:
b) trading (including the trade via brokerage and other intermediary companies);
c) exchange to other currencies;
d) rendering management services;
e) rendering other types of services
to private and legal entities (‘Clients’).
1.3. For the purposes hereof, the ‘Cindx Crypto Currency’ or ‘Crypto Currency’ shall mean the digital data representing a unit used by the Clients as a transaction means in order to pay for goods, services and constituting a subject of exchange (trade) between the Clients and third parties.
1.4. For the purposes hereof, the ‘Token’ shall mean an electronic security (accounting unit) certifying the rights of its owner for a certain total of Cindx Crypto Currency.
1.5 For the purposes hereof, the 'Token CINXO’ shall mean a digital asset providing the Client with a right to obtain the Token in future.
1.6. For the purposes hereof, the ‘ICO’ shall mean a procedure of Tokens issue (issue prospectus registration (subject to compliance with the registration procedure in a manner established by the current applicable law) for further sale thereof by third parties within a public tender.
1.7. For the purposes hereof, the ‘Issuer’ shall mean AS CINDX INVESTKAPITAL, registration number 14427370, address: Harjumaa, Erika, 14, Tallinn, 10416, Estonia, electronic currency exchange license No. 20180412-156362.
1.8. For the purposes hereof, the ‘Investor’ shall mean a citizen Bob Well (gender: male; date of birth 21.08.1984, passport number 21 1234567 issued by the Federal Migration Service 21238)*. On conclusion hereof, the Investor shall provide the Issuer with the documents confirming the data hereinabove. The Investor shall provide the Issuer with additional documents and information (including the documents relating to the origin source of Investor’s funds) immediately upon the corresponding request from the Issuer.
1.9. For the purposes hereof, ‘The Client’s Personal Page’ and/or ‘Account’ shall mean the website section available to the Client and including the following:
а) an opportunity to exchange information with the website administration;
b) display of a number of Tokens owned by the Client;
c) an opportunity of integration (use) of other services specified on the Website.
2. SUBJECT OF THE AGREEMENT
2.1. According to the present Agreement, the Issuer shall, on the due date specified herein, by its own efforts and/or by engaging the third parties, ensure the issue of Tokens as well as other activities provided for hereby, and deliver the specified Tokens to the Investor; and the Investor shall pay the cost stipulated hereby of and accept the provisioned Tokens pursuant to the procedure and conditions hereof.
2.2. The provisioned Tokens wherein the rights are purchased by the Investor hereunder shall comply with the following characteristics:
а) to be issued under the procedure established by Estonia’s legislation and regulations of 809-2004 EU Provision;
b) to be the electronic securities certifying the Investor’s rights in Cindx Crypto Currency.
2.3. In accordance herewith, the Investor shall purchase the right (option) for:
a) purchasing the Tokens issued by the Company under the terms and conditions specified below, and pay for the rights above.
b) the Token cost in the sale period ICO to constitute 1.00 USD. A bonus system shall be provided for the Token sale period with the following schedule:
August, 26 – September, 16– 25% bonus
September, 17–October, 7– 20% bonus
October, 8– October, 21– 17% bonus November, 19– December, 2– 10% bonus
October, 22– November, 4– 15% bonus December, 3 – December, 16 – 5% bonus
November, 5– November, 18 – 13% bonus December, 17– December, 26 – 0% bonus
2.4. At the time of conclusion hereof, the Issuer has prepared the documents and information required to submit applications for issue prospectus registration in order to register the issue prospectus and obtain the license indicated in the cl. 3 hereof. The Investor has familiarized oneself with the documents and information provided by the Issuer.
2.5.The Investor shall be entitled to assign its rights arising hereout (including any rights alienation to the third parities) solely under the preliminary written consent of the Issuer.
3. ISSUE REGISTRATION, LICENSE PROCUREMENT, OPTION
3.1. The parties acknowledge that the activities required for implementation of the subject hereof on the part of the Issuer shall be the following:
а) issue prospectus registration under the procedure provisioned by applicable legislation of Estonia (with due account for the regulations of 809-2004 EU Provision);
b) procurement of the license from the Financial Inspection of Estonia;
c) Issue Prospectus registration (Whitepaper) in the Financial Inspection of Estonia;
d) Tokens accrual upon KYC procedure to be carried out.
3.2. On conclusion hereof, the Parties intend the activities specified in the cl. 3.1. hereof to be implemented in the 1st quarter of 2019. The Issuer shall herewith be relieved of liability for the default on obligations arising hereout in the following cases:
a) default on the obligations related with Tokens transfer to the date indicated above shall form a ground for a failure to register the Issue and/or issue the license by Estonia governmental bodies
b) the Issuer shall discharge obligations provisioned by the terms hereof in the 1st quarter of 2019.
3.3. The Issuer shall carry out the activities related with the Option transfer to the Investor within the deadline not exceeding 15 (fifteen) business days from the date of the conditions specified in aggregate in the cl. 3.1. hereof to take effect.
3.4. The Option shall be implemented by display of the Tokens obtained in the Investor’s personal account. The Issuer shall notify the Investor of Tokens transfer (fulfillment of the obligations stipulated hereby).
3.5. The Issuer shall immediately notify the Investor on the circumstances of issue registration denial or license issue to take effect before the date specified in the cl. 3.2. hereof. In this case, if the denial hereinabove has been caused by technical errors in the provided documents (not caused by factual legal grounds), the Issuer shall vest the Investor with a right to extend the validity period hereof to be ensured by the Parties to conclude a supplement agreement.
4. COST OF PURCHASED RIGHTS AND SETTLEMENT PROCEDURE OF THE PARTIES
4.1. The total cost of the option purchased by the Investor hereunder shall constitute 10000* USD or the equivalent amount in other currencies.
4.2. The Investor shall satisfy payment of the option cost in part or in full within 3 business days from the date of conclusion hereof. The option payment shall be satisfied by the Investor by transferring funds to the bank account specified by the Issuer or in a different manner defined by the Parties. Upon payment, the Investor’s personal account shall display the fact of payment for the purchased rights.
4.3. In case of Investor’s default on the obligations specified in the cl. 4.2. hereof, the Issuer shall be entitled to:
a) terminate the present Agreement subject to preliminary notification of the Investor not later than 3 (three) business days before the anticipated date of termination (in case of any event of non-payment from the Investor)
b) in case of Investor’s partial default on the obligations to pay for the purchased rights - to limit the rights transferred to the Investor (decrease the number of Tokens subject to transfer to the Investor proportionally with the amount of funds paid by it to the total cost of rights and amount of Tokens in line with the cost indicated).
4.4. The Investor’s obligations to pay the option cost shall be deemed fulfilled from the date of receipt of funds by the Issuer.
5. ISSUER’S RIGHTS AND OBLIGATIONS
5.1. To carry out the activities specified herein in full and in the right manner with consideration of the provisions of Estonia’s legislation as well as the provisions of EU’s legislation in the crypto currency sphere.
5.2. Bear the costs incurred from the activities being carried out and required for correct functionality of the platform, website as well as the activities indicated in the cl. 3.1. hereof.
5.3. Notify the Investor of any circumstances being of importance for the Issuer to fulfill its obligations hereunder in the due time and order.
6. INVESTOR’S RIGHTS AND OBLIGATIONS
6.1. Pay the option cost under the terms and conditions of cl. 4 hereof.
6.2. Within the validity period hereof, request the Issuer to provide information on the course of implementation of the activities specified in the cl. 3.1. hereof.
7. LIABILITY OF THE PARTIES
7.1. Issuer’s liability:
a) In case of default on the obligations set out in the cl. 3.2. hereof, the Issuer shall return to the Investor the funds paid not later than within 15 (fifteen) business days from the date specified in the cl. 3.2. hereof.
b) In case of default on the obligations related with Tokens transfer to the Investor (subject to the circumstances set out in the cl. 3.1. hereof to have taken effect), the Issuer shall pay to the Investor a forfeit at the rate of 0.05% of Tokens for every day in arrears.
7.2. The Issuer shall be released of the obligations related with reimbursement of the Investor for the lost benefit in case of termination hereof under the grounds of a failure of the circumstances set out in the cl. 3.1. hereof.
7.3. In the cases not provided for hereby, the extent of material liability shall be defined under applicable legislation of Estonia.8. AMENDMENTS TO AND TERMINATION OF THE AGREEMENT
8.1. The present Agreement may be subject to early termination under the pre-action protocol and consent of the Parties.
8.2. The Investor shall not be entitled to demand termination hereof before the date specified in the cl. 3.2., unless the Issuer fails to fulfill its other obligations provisioned hereby.
8.3. The Issuer shall be entitled to terminate the present Agreement at any time within its validity period by notifying the Investor to such effect by e-mail or registered post not later than 5 (five) business days to the anticipated date of termination. In the case specified in the present cl., the Issuer shall pay the Investor a forfeit constituting 10% (ten percent) of the amount of funds contributed by the Investor.
9. WARRANTIES OF THE PARTIES RELATED WITH THE AGREEMENT CONCLUSION
9.1. On concluding the present Agreement, the Parties guarantee that they have obtained all permissions, consents provisioned by applicable corporate, civil legislation of Estonia and related with conclusion of the present Agreement by the Parties.
9.2. For the purpose of warranties hereunder, the Parties have defined that the present Agreement shall be construed as a sale-purchase agreement for prospective goods, and the right accruing to the Investor hereunder (the right to demand Token transfer) shall be subject to the closing conditions established by the cl. 3.1. hereof.
10. INFORMATION EXCHANGE
10.1. In accordance with the conditions hereunder, the Parties shall exchange information by:
a) Investor’s personal account on the Website;
a) personal letter delivery under signed receipt;
b) letter forwarding to the postal address of the other Party subject to delivery notification using the services of one of the international postal companies: DHL, Fedex, UPS
c) exchange of emails forwarded from the following electronic (e-mail) addresses:
- Issuer’s e-mail: email@example.com;
- Investor’s e-mail: firstname.lastname@example.org*.
The letters and information exchanged by the Parties within the present Agreement by e-mail shall have legal force of written agreements unless any of the Parties or by operation of law is instructed of a necessity to execute documents in written.
10.2. On concluding the present Agreement, the Parties shall be liable for accuracy of the addresses specified herein.
11. FORCE-MAJEURE CIRCUMSTANCES
11.1. The Parties shall be released of the liability for default on the obligations hereunder in part or in full provided that it has been caused by force-majeure circumstances.
11.2. The force-majeure circumstances shall mean emergency and unavoidable circumstances under these conditions, i.e. the circumstances outside the purview of, not able of being foreseen by the Parties at the time of conclusion hereof and, therefore, not able of being eliminated by reasonable means when they take effect. Within the present Agreement, under such circumstances the Parties understand: acts of God (both natural and man-made disasters); military activities; terroristic acts; resolutions and acts of governmental and administrative bodies; other circumstances beyond the Parties’ control that have directly affected the fulfillment of obligations hereunder.
11.3. Stay of execution hereof under the grounds set out herein shall involve a possibility to terminate this Agreement at the discretion of any of the Parties, when such circumstances persist more than 3 (three) months.
11.4. The documents from the corresponding competent governmental bodies of Estonia shall serve as a proof of the effect and duration of force-majeure circumstances.
12.1. The Parties shall refrain from divulging the information they got to learn within the validity period hereof and constituting a commercial secret. The information constituting the commercial secret shall include any information, financial and commercial data related with the Issuer, Investor, subject hereof as well as any other information set out herein.
12.2. Non-confidential information is the public domain information or the data that have become public through no fault of any of the Parties as well as the information obtained from any of the sources before or after it has been obtained by one Party from the other Party; or any information, materials and documents that have been at the disposal of or owned by one Party at the time such information and/or documentation have been received from the other Party. The non-confidential information is also the information that cannot, pursuant to legislation, be attributed to a commercial secret;
12.3. The disclosure by any of the Parties of the confidential information to third persons shall be possible subject to engagement of such third persons to the activities requiring the knowledge thereof, solely in the volumes as being reasonably necessary and provided that such third persons have assumed the obligations on non-disclosure of the obtained information in accordance herewith. The disclosure of confidential information to third persons shall be also possible in the cases expressly provided for by applicable legislation and solely under the procedure and in volumes defined thereby. In all other cases not listed above, the confidential information may be disclosed to third persons solely under mutual consent of the Parties.
13. DISPUTE SETTLEMENT PROCEDURE
13.1. All disputes arising in the course of implementation hereof shall be settled by the Parties under the procedure of pre-trial conference by forwarding written claims to be replied within the period of 30 (thirty) calendar days.
13.2. In case of a failure to come to agreement under the procedure of the provisions in the cl. 14.1., the disputes shall be submitted to Riga International Arbitration Court for consideration. All disputes arising out hereof shall be resolved based on the provisions of applicable legislation of Estonia.
14.1. The present Agreement shall come into effect immediately upon its signing by the Parties and shall be effective until the Parties have fulfilled their obligations hereunder in full.
14.2. All alterations and amendments hereto shall be deemed valid provided they have been executed by the Parties in written and signed by their authorized representatives.
14.3. Upon conclusion hereof, any written and oral covenants, negotiations, correspondence of the Parties as to the subject hereof shall cease to be in force, and the Parties shall be bound by the provisions hereof in their relationship.
14.4. The Parties have defied that the identity of the other Party (a creditor and borrower accordingly) hereunder shall be of substantial significance for each of them, and neither of the Parties shall be entitled to assign its rights and obligations hereunder to third parties without preliminary written consent of the other Party.
14.5. The present Agreement has been executed in 2 (two) counterparts of equal legal force, one for each of the Parties.
15. ADDRESSES AND BANK DETAILS OF THE PARTIES
AS CINDX INVESTKAPITAL , registration No. 14427370, address: Harjumaa, Erika, 14, Tallinn, 10416, Estonia, electronic currency exchange license No. 20180412-156362
Passport number: 21 1234567*
Date of birth: 21.08.1984*
Place of birth: London*
Date of issue: 21.03.2000*
Date of expiry: 21.03.2020*
Authority: FMS 21238*
Account No. EE037700771003068802
Bank code: 689
Bank name: AS LHV Pank
Bank address: Tartu mnt 2, 10145
Registration address: 112 Riverside Gardens, W6 9LF*
Place of actual residence: London*
phone number: +4475–87893821*
FOR THE US CITIZENS
THIS SIMPLE AGREEMENT FOR FUTURE TOKENS (‘SAFT’) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ‘ACT’), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SAFT MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT THE WRITTEN CONSENT OF CINDX KAPITALINVEST AS.
SIMPLE AGREEMENT FOR FUTURE TOKENS
AS CINDX INVESTKAPITAL
THIS SIMPLE AGREEMENT FOR FUTURE TOKENS (this ‘SAFT’), effective as of the last date on the e-signature page (the ‘Closing Date’), certifies that in exchange for the payment by Bob Well (the ‘Investor’) of $10000 (the ‘Purchase Amount’)*, AS CINDX INVESTKAPITAL , an Estonian company, registration number 14427370, domiciled at: Erika 14, Tallinn 10416, Estonia (the ‘Company’), shall issue to the Investor 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 on the chart below under 'Token Amount’ subject to the terms set forth below and in the CINDX Token Purchase Agreement between the Investor and the Company attached as Appendix A (the ‘Purchase Agreement’). Certain defined terms used in this SAFT are defined in Section 2 below.
Purchase Price Per Token:
50 USD equivalent in Ether or BTC* at the exchange rate on Kraken as of the day and time the Company receives payment from the Investor
The Purchase Amount multiplied by (a) one plus the Bonus Rate divided by (b) the Purchase Price per Token.
All Tokens will be delivered when and if the Launch Date (as defined below) occurs
Upon the Launch Date all Tokens received by Investors will become fully vested.
(a) Investor Deliveries. Subsequent to the execution of this SAFT, and within 15 days of confirmation by the Company that it has received an executed SAFT and approved the purchase of the SAFT by the Investor, the Investor will provide to the Company the Purchase Amount by in accordance with the instructions set forth in the Purchase Agreement. The Investor agrees that the Investor’s signature on the E-Signature Page constitutes delivery and execution of both this SAFT and the Purchase Agreement. If the Company reaches the Launch Date, the Company will deliver the Tokens to the Investor’s digital wallet. For the avoidance of doubt, the digital wallet must be under the direct or indirect control of the Investor and shall not be under the direct or indirect control of a third-party. The Investor must provide his or her Token digital wallet address to the Company by the Launch Date. The Company will provide notice of the Launch Date at least 10 (ten) days prior to this deadline.
(b) Token Delivery Date. Upon the Launch Date, the Company will issue Tokens to the Investor representing One Hundred Percent (100%) of the Purchase Amount, as indicated by the Token Amount set forth on the chart on the first page of this SAFT. The Tokens will be issued in accordance with the laws and regulations of the Republic of Estonia.
(c) Refund of Purchase Amount Following Dissolution Event. If there is a Dissolution Event (as defined below), the Company will make commercially reasonable efforts to reimburse the Purchase Amount received from the Investor. If immediately prior to the consummation of the Dissolution Event, the assets of the Company that remain legally available for distribution to the Investor and all holders of all other SAFTs (the 'Dissolving Investors'), 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 remaining 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(c).
(d) Termination. This SAFT will terminate or expire (without relieving the Company or the Investor of any obligations arising from a prior breach of or non-compliance with this SAFT) upon the following:
- the issuance of Tokens to the Investor upon the Launch Date; or
(ii) the payment or setting aside for payment of amounts due to the Investor pursuant to Section 1(c)
Sections 4 (Investor Representations) and 5 (Miscellaneous) shall survive any termination or expiration of this SAFT.
(e) Vesting. Upon the Launch Date all Tokens received by Investors will become fully vested.
‘Closing Date’ shall mean as the last date on the e-signature page.
‘Bonus Rate’ means the bonus rate specified above.
‘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, 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.
‘Investor’ shall mean the purchaser of the SAFT, as specified in the preamble and on the e-signature page.
‘Launch Date’ means the date that the Platform is launched and Tokens are provided to Investors. It is anticipated that the Launch Date will occur in 26.08.2018. However, Tokens will be issued only after they have been fully developed and are fully functional on the Platform. There are no guarantees as to the timing of the Launch Date, which is dependent on many factors, including many outside the Company’s control.
‘Purchase Agreement’ shall mean the purchase agreement associated with this SAFT and included herewith in Appendix A.
‘Purchase Amount’ shall mean the amount paid by the Investor for the SAFT, as provided on the first page of this SAFT.
‘Purchase Price’ shall mean price paid per Token, as provided on the first page of this SAFT.
‘Token Amount’ shall have the meaning provided on the first page of this SAFT.
‘Tokens’ means the CINDX Tokens issued by the Company.
‘Use Restriction’ means the general prohibition on the Investor’s ability to sell, transfer, spend, exchange or otherwise make use of the Tokens on the Platform.
‘Vesting Commencement’ means the Launch Date.
3. Company Representations
(a) The Company is a limited company duly organized, validly existing and in good standing under the laws of the Republic of Estonia, 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 SAFT 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 Investor, 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 certificate of formation or limited liability company operating agreement, (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 SAFT 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 authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this SAFT, 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 any conflict with, or infringement of the rights of, others.
(f) The Company incorporates and restates in this SAFT by reference all representations and warranties made by the Company contained in the Purchase Agreement.
4. Investor Representations
The Investor represents and warrants the following to the Company and its affiliates as of the date of this SAFT and as of the Launch Date.
(a) The Investor has full legal capacity, power and authority to execute and deliver this SAFT and to perform his, her or its obligations hereunder. This SAFT constitutes a valid and binding obligation of the Investor, 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 Investor is: (i) an'accredited Investor' as such term is defined in Rule 501(a) of Regulation D under the Securities Act; or (ii) not a U.S. person within the meaning of Rule 902 of Regulation S under the Securities Act. The Investor has been advised that this SAFT is a security that has not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Investor is purchasing this security instrument for his, her or 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 Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition, and is able to bear the economic risk of such investment for an indefinite period of time. The Investor further represents that he, she or it has been provided the opportunity to ask the Company questions, and where applicable, has received answers from the Company, regarding the SAFT Offering and this SAFT.
(c) The Investor is not a resident of the state of New York.
(d) The Investor incorporates and restates in this SAFT by reference all representations and warranties made by the Purchaser contained in the Purchase Agreement. The Investor 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 Investor 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 Investor 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 Investor’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 Investor agrees that the Company and any of the Company’s affiliates may send the Investor electronic copies of any and all communications associated with its purchase of Tokens.
(f) The Investor has reviewed with Investor’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 Investor is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Investor understands that the Investor (and not the Company or any of their affiliates) shall be responsible for the Investor’s tax liability that may arise as a result of the transactions contemplated by this SAFT or the Purchase Agreement.
(g) The Investor understands and agrees that the Company is under no obligation to amend and restate this SAFT based on any subsequent agreements executed with the Company on different terms or to notify Investors of any alternative terms, including any that may be more favorable for certain Investors.
(h) The Investor understands and agrees that the Company is relying on the truth and accuracy of the declarations, representations and warranties herein made by the undersigned. Accordingly, the foregoing representations and warranties and undertakings are made by the Investor with the intent that they may be relied upon in determining his/her suitability as a purchaser. The Investor agrees that such representations and warranties shall survive the acceptance of the undersigned as a purchaser, and the undersigned indemnifies and agrees to hold harmless, the Company and each other purchaser from and against all damages, claims, expenses, losses or actions resulting from the untruth of any of the warranties and representations contained in this SAFT and the Purchase Agreement.
(a) Any provision of this SAFT may be amended, waived or modified only upon the written consent of the Company and the Investor.
(b) Any notice required or permitted by this SAFT will be deemed sufficient when sent by email to the relevant address listed on the signature page, as subsequently modified by written notice.
(c) The Investor is not entitled, as a holder of this SAFT, to vote or receive dividends or be deemed the holder of an ownership interest in the Company for any purpose, nor will anything contained herein be construed to confer on the Investor, as such, any of the rights of a member of the Company or any right to vote for the election of directors or managers or upon any matter submitted to members at any meeting thereof, or to give or withhold consent to any company action or to receive notice of meetings, or to receive subscription rights or otherwise.
(d) Neither this SAFT nor the rights contained herein may be assigned, by operation of law or otherwise, by the Investor without the prior written consent of the Company, which consent may be withheld, conditioned or delayed in the sole discretion of the Company.
(e) In the event any one or more of the provisions of this SAFT 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 SAFT operate or would prospectively operate to invalidate this SAFT, 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 SAFT and the remaining provisions of this SAFT 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 Republic of Estonia, without regard to the conflicts of law provisions of such jurisdiction.
(g) The Investor agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this SAFT.
[E-Signature page follows]
IN WITNESS WHEREOF, the undersigned have caused this SAFT and the Purchase Agreement to be duly executed and delivered as of the last date written below.
By signing below, I/We agree to comply with and be bound by the Agreement and the Purchase Agreement. I/We acknowledge and accept that all purchases of interests in Tokens from the Company during the SAFT Offering are final, and there are no refunds or cancellations except as may be required by applicable law or regulation. I/We further acknowledge and accept that the Company reserves the right to refuse or accept any SAFT and Purchase Agreement in its sole discretion prior to the Closing Date; provided that if the Company does refuse to accept my SAFT and Purchase Agreement, it shall return or cause the return of the Purchase Amount to me.
AS CINDX INVESTKAPITAL
By: Sofja Pevzner
By: Bob Well*
Title: Member of the board
Address: 10416, Estonia, Tallinn, Harjumaa, Erika str, 14-208
Address: CA 94108, California, San Francisco, Marietta Street 3320*
Date: 26.08.2018* Date: 26.08.2018*
SAFT PURCHASE AGREEMENT
Appendix a to saft
Simple Agreement for Future Tokens
AS Cindx Investkapital
August 26, 2018*
THIS PURCHASE AGREEMENT (‘Purchase Agreement’), effective as of the last date on the e-signature page, is entered into between the investor listed on the E-Signature Page (‘Investor’) of the Simple Agreement for Future Tokens (the ‘SAFT’) and AS CINDX INVESTKAPITAL , an Estonian company, registration number 14427370, domiciled at: Erika 14, Tallinn 10416, Estonia (the ‘Company'). Please carefully review and follow the instructions to Investors immediately following this cover page.
An incomplete Purchase Agreement will not be accepted, and as a result, an Investor may not be able to purchase a SAFT and then receive the right to receive tokens to be issued in the future by the Company (‘Tokens’) at the Launch Date as set forth in the SAFT.
Investors are strongly encouraged to seek legal, financial, and tax advice regarding their individual circumstances and objectives in determining whether to purchase Tokens.
There are substantial restrictions on the transferability of the SAFT, and there will initially be no public market for the SAFT for U.S. Investors. The SAFT will not be registered under the Securities Act of 1933, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
Similarly, there are substantial restrictions on the transferability of the Tokens, and there will initially be no public market for the Tokens for U.S. Investors, unless and until the Company determines that the Tokens are not securities. Tokens will not be registered under the Securities Act of 1933, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.CINDX SAFT
Part I: Introduction and Instructions
This Purchase Agreement provides important information and documentation needed to purchase a SAFT issued by the Company. The SAFT creates the right to receive Tokens on the launch date (‘Launch Date’) of a blockchain-enabled platform (the ‘Platform’) that the Company is developing to allow any investor to choose a manager for his or her portfolio and securely trade cryptocurrencies.
By signing the E-Signature Page to the SAFT, you agree to be bound by the terms of this Purchase Agreement and the SAFT Disclosure Statement, the SAFT Risk Factors, attached in Exhibit B hereto, and/or any other offering materials provided to you with respect to the Tokens, including, but not limited to, the whitepaper, which is attached hereto as Exhibit C describing the Tokens through the date of your execution of this Purchase Agreement (collectively, the ‘Offering Materials’).
This Purchase Agreement includes each of the following items:
- Part I, Introduction and Instructions
- Part II, Investor Questionnaire and E-Signature Page
- Part III, Additional Legally Binding Terms and E-Signature Page
- Part IV, Form W-9
Investors (‘Investors’) of a Token should review the materials provided carefully and follow the steps and instructions below.
The terms ‘I’, ‘me’, ‘my’ and similar terms used throughout this Purchase Agreement refer to the Investor.
Instructions to Investors
SAFT Purchase Instructions: SAFTs will be offered by the Company. Upon a potential Investor’s expression of interest via the online form on the Company’s website, the Company will send the Investor a link to platform where the potential Investor can complete the Investor Questionnaire, provide the signature and the supplemental materials to the Company.
In order to purchase Tokens, please complete the following steps.
Investor Questionnaire: Please submit to the Company, by completing and submitting this online form, (1) a completed and signed Investor Questionnaire and E-Signature Page, and (2) all requested supplemental information and documentation, including the documents requested in Exhibit A hereto.
Please upload all requested supplemental information and documentation in portable document format (‘.pdf’).
When and Where to Send: The Investor Questionnaire, E-Signature Page and supplemental materials should be delivered simultaneously through this online form. Failure to submit these documents will result in an incomplete Purchase Agreement and prevent you from purchasing a SAFT. If you desire, you may sign the E-Signature page manually and email you completed Investor Questionnaire, Signature Page and any supplemental materials to the following email address provided below.
Once these materials are received, the Company will process the sale of the SAFT and confirm execution and delivery of the SAFT and Purchase Agreement. The Company reserves the right to deny any potential
Investor, for any reason whatsoever, at its own discretion.
After the Company approves an Investment, the Company will promptly provide wire instruction or an Ethereum or Bitcoin digital wallet address for the Investor’s payment. The Investor will send the Investment either (i) in U.S. Dollars by wire transfer to the Company’s bank account or (ii) in Bitcoin or Ethereum to the Company’s digital wallet within 15 days of receiving this confirmation.
Completeness: An incomplete Purchase Agreement will not be accepted, and as a result, you may not be able to purchase SAFTs during the SAFT Offering.
Additional Information: The Company may, in its sole discretion, request other information from the Investor.
Part II: Investor Questionnaire
- Investor Information
Purchasing Currency (USD, Ether or Bitcoin): Ether*
Purchase Amount: 10000*
Full Legal Name of Investor:
For entities: For natural persons:
______________________________ Bob Well*
First Name, Middle Initial, Last Name
Indicate if Investor is:
Limited Liability Company
Trust-EIN (trust with EIN in format: 12-3456789)
Trust-SSN (trust with EIN in format: 123-45-6789)
Public Pension Plan
Sovereign Investment Foundation
Limited Liability Partnership
If Investor is an entity (e.g., a trust, partnership, corporation, etc.), please answer the questions in this Investor Questionnaire from the perspective of the entity itself, rather than from the perspective of the individual who will be signing for the entity.
Street Address: Mailing Address for All Communications:
Same as street address
CA 94108, California, San Francisco,
Marietta Street 3320*
Telephone Number: +447587893821*
E-mail Address: email@example.com*
Social Security Number or Tax Identification Number:
For entity Investors, submit a copy of the applicable organizational and authority documents (e.g., trust instrument, certificate of incorporation, certificate of formation, corporate resolutions, partnership agreement, operating agreement, plan documents, etc.).
For natural person Investors, check form of ownership below, and submit a copy of driver’s license, passport, or other government-issued form of identification.
Individual Ownership (One signature required)
Tenants in Common (All tenants must sign)
Joint Tenants with Right of Survivorship (All tenants must sign)
Individual Retirement Account ('IRA') (One signature required)
If purchase is accepted, Tokens will be delivered to a digital wallet address on the Launch Date, under the terms described in the Offering Materials:
At the point this occurs, the SAFT will convert to Tokens, and the Tokens will be delivered to the digital wallet address provided by each Investor, as described in the SAFT. The Investor must provide the Investor’s Token digital wallet address to the Company by the Launch Date. The Company will provide notice of the Launch Date at least ten days prior to this deadline.
Important: When you create a digital wallet address, please do NOT disclose your private key to your digital wallet. The Company will never ask you for your private key.