THIS CERTIFIES THAT in exchange for the payment by the purchaser ("Purchaser") of ("Purchase Amount") Platin Ltd. ("Company"), hereby issues to Purchaser the right to certain units of PTNX Tokens ("Tokens") subject to the terms set forth in this agreement ("Agreement").
(a) “Qualifying Token Sale” means the operation by the Company or any subsidiary thereof of a public sale of cryptographic tokens necessary for the operation of the Project.
(b) Upon the Company’s Qualifying Token Sale, the Purchaser shall be issued an amount of PTNX Tokens as agreed to by the parties.
(c) Termination - This instrument will expire and terminate upon the issuance of Tokens to the Purchaser pursuant to Section 1(b).
(a) To the knowledge of the Company, the performance and consummation of the transactions detailed in this instrument do not violate any material judgment, statute, rule or regulation applicable to the Company;
(b) 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.
(c) 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.
(d) The company makes no warranty whatsoever with respect to the tokens, including any (i) warranty of merchantability; (ii) warranty of fitness for a particular purpose; or (iii) warranty of title; whether arising by law, course of dealing, course of performance, usage of trade, or otherwise. Except as expressly set forth herein, purchaser acknowledges that it has not relied upon any representation or warranty made by the company, or any other person on the company's behalf.
(a) Purchaser is entering this agreement freely and on his own accord, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof. Purchaser has such knowledge and experience in financial, legal and business matters or can hire professional consultants for such matters, and that 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.
(b) The Purchaser is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act, or a Qualified Investor as such term is defined under applicable securities laws of Purchaser’s country of residence and Company’s country of incorporation. The Purchaser will not take any action, including in connection with its rights and obligations hereunder or any future issuance of securities of the Company, which would adversely affect the Company’s ability to issue and sell securities exempt from registration and/or prospectus requirements of any securities law.
(c) The Purchaser has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire this SAFT. The Purchaser understands that the Tokens involve risks, all of which the Purchaser fully and completely assumes, including, but not limited to, the risk that (A) the technology associated with the Network will not function as intended; (B) the Network and Qualifying Token Sale will not be completed; and (C) the Network will fail to attract sufficient interest from key stakeholders. The Purchaser understands and expressly accepts that the Tokens will be created and delivered to the Purchaser at the sole risk of the Purchaser on an “AS IS” and “UNDER DEVELOPMENT” basis.
(d) The Purchaser understands that Purchaser has no right against the Company or any other Person except in the event of the Company’s breach of this instrument, or fraud, provided that the Company shall not be liable or responsible to the Purchaser, nor be deemed to have defaulted under or breached this instrument, for any failure or delay in fulfilling or performing any term of this instrument, when and to the extent such failure or delay is caused by or results from acts beyond the affected party's reasonable control, including, without limitation: (i) acts of God; (ii) flood, fire, earthquake or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, or other civil unrest; (iv) Law; or (v) action by any Governmental Authority.
(e) The Purchaser understands and expressly accepts that the Company’s aggregate liability arising out of or related to this instrument, whether arising out of or related to breach of contract, tort or otherwise, shall not exceed the total of the amounts paid to the Company by the Purchaser pursuant to this instrument. Neither the Company nor its representatives shall be liable for consequential, indirect, incidental, special, exemplary, punitive or enhanced damages, lost profits or revenues or diminution in value, arising out of or relating to any breach of this instrument.
(f) The Purchaser understands that Purchaser bears sole responsibility for any taxes as a result of the matters and transactions the subject of this instrument, and any future acquisition, ownership, use, sale or other disposition of Tokens held by the Purchaser. Without limiting the generality of the foregoing, the Company may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of all taxes required by applicable law to be withheld on account of the Purchaser’s purchase of Tokens hereunder or the use or ownership of Tokens, including, but not limited, to deducting the amount so required to be withheld from any other amount then or thereafter to be provided to the Purchaser, to the maximum extent permitted under applicable law.
(a) Company shall accept payments for the Rights assigned under this Agreement in ETH and BTC.
(b) Purchaser shall transfer Purchase Amount to Company the addresses provided by Company.
In connection with and prior to the issuance of Tokens by Company to Purchaser:
(a) Purchaser will provide Company with any required documents related to and required for the execution of this agreement;
(b) Purchaser will provide Company (or Company will assign to Purchaser) a network address for which to allocate Purchaser’s PTNX Tokens upon Network Launch.
(c) Tokens Purchased in accordance with this agreement will vest from the date of the Qualifying Token Sale for a duration as published by the Company.
(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 both parties.
(b) Any notice required or permitted by this instrument will be deemed delivered when sent by email to the relevant address listed on the signature page.
(c) The Purchaser is not entitled, as a holder of this instrument, to vote or receive dividends or be deemed the holder of share capital 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 shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise.
(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 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 jurisdiction as chosen by Company.