Token Purchase Agreement

Buying Tokens involves risks, and purchasers should be able to bear the loss of their entire purchase. All purchasers should make their own determination of whether or not to make any purchase, based on their own independent evaluation and analysis. Nonetheless, certain interested parties may be restricted from acquiring the Tokens, in the Token generation event or at later stages.

The SGPay tokens (“SGP” or the “Tokens”) have not been registered in any jurisdiction. No regulator has passed upon the merits of or given its approval to the Tokens, the terms of the Token Generation Event, or the accuracy or completeness of any associated materials.

By clicking the “JOIN TOKEN GENERATION EVENT” button the Purchaser agrees to participate in SGP token generation event according to the present agreement.

If you do not agree to these terms of token distribution, do not make any contribution to the Company and do not purchase SGPay tokens.

The following agreement governs the sale of SGPay tokens from Blockchain Capital Pte. Ltd. (“the Company”, “we”, “us” or “our”), a private limited company duly organised under the laws of the Republic of Singapore. This document does not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an initial public offering or other offering of shares/equity or debt instruments in or by the Company.

I CERTIFY THAT in exchange for the payment by Me, indicated as the “Purchase Amount” for contributing in the currency indicated during filing the forms on the site the undersigned purchaser (the “Purchaser”) of the Purchase Amount on or after March 1, 2018 (the “Effective Time”), the Company, hereby grants to the Purchaser the right to certain units of SGP (the “Token” or “SGP”), subject to the terms set forth below (“Token Generation Event”) (the “Right”).

This Agreement is issued as part of a series of AGREEMENTs issued in a series of multiple closings to certain persons and entities. All Tokens acquired pursuant to this AGREEMENT shall be subject to the Use Restriction. “Use Restriction” means the general prohibition on the Purchaser’s ability to sell, transfer, exchange or otherwise dispose of the Tokens to U.S. persons or to any person while on the territory of the U.S.

  1. EVENTs

(a) Token Generation Event. If Token Generation Event ends before the expiration or termination of this instrument, the Company will issue to the Purchaser a number of units of the Token equal to the Purchase Amount.

In connection with, as a condition to, and prior to the issuance of Tokens by the Company to the Purchaser pursuant to this Section 1(a):

  • The Purchaser will execute and deliver to the Company any and all other transaction documents related to this Agreement as are reasonably requested by the Company via site or any other way, including confirmation of investor status, where necessary;
  • The Purchaser will provide to the Company a network address (i.e. wallet) to which Purchaser’s Tokens will be sent after the Token Generation Event End and certify validity of the present Agreement and accept of rights and obligations.
  • The Purchaser is not a party to, has no person or organization that uses the Technology;
  • The Company does not investigate or verify the authority of the person or entity responsible for your access and use of the Technology.

(b) Dissolution Event. If there is a Dissolution Event before this Agreement expires or terminates, the Company will pay an amount equal to the Purchase Amount (the “Returned Purchase Amount”), due and payable to the Purchaser immediately prior to, or concurrent with, the consummation of the Dissolution Event, to the extent funds are available and prior to paying any amounts to any equity holders of the Company. If immediately prior to the consummation of the Dissolution Event, the assets of the Company that remain legally available for distribution to the Purchaser and all holders of all other Agreements (the “Dissolving Purchasers”), as determined in good faith by the Company’s board of directors, are insufficient to permit the payment to the Dissolving Purchasers of their respective Returned 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 Returned Purchase Amounts they would otherwise be entitled to receive pursuant to this Section 1(b).

(c) Termination. This Agreement will expire and terminate upon the earlier of (i) the issuance of Tokens to the Purchaser pursuant to Section 1(a); (ii) the payment, or setting aside for payment, of amounts due the Purchaser pursuant to Section 1(b); or (iii) March 31, 2018 (the “Deadline Date”), if the Token Generation Event has not ended as of such date; provided that, the Company shall have the right to extend the Deadline Date by sixty (60) days, in its sole discretion; provided, that in the case of (iii), the Company shall have the obligation to repay to the Purchasers the aggregate amount of all Purchase Amounts.

  1. Definitions

“Dissolution Event” means (i) a voluntary termination of operations of the Company, (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.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, 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.

“Laws” means laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees.

“Person” means individual or legal entity or person, including a government or political subdivision or an agency or instrumentality thereof.

“Token Generation Event End” the bona fide public release of an end of Token Generation Event period of SGPay Platform.

“AGREEMENT” means the present 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 AGREEMENTs will be used to fund the Company’s development of a decentralized tokenization Platform that enables persons or entities to spend and earn SGP (the “SGPay Platform”).

  1. COMPANY REPRESENTATIONS

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the Republic of Singapore, 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, to the Company’s knowledge, 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 certificate of incorporation or bylaws, or
  • (ii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation, individually, or together with all such violations, 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 as currently in effect;
  • (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) To the knowledge of the Company, 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) 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; (c) WARRANTY OF TITLE; OR (iii) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; 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.

  1. Purchaser representations and warranties

(a) The Purchaser has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder according to laws and regulations of the jurisdictions of the Purchaser’s residence and citizenship as well as Singapore. 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 confirms that it is not resident in or a national of a jurisdiction where (a) the purchase, possession, transfer, use or other transaction involving any amount of SGPay tokens or (b) the accessing of, referencing to, engaging in, or otherwise using the Website, is illegal or restricted under applicable law.

(c) The Purchaser has been advised that this instrument may be classified as a security in certain jurisdictions 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.

(e) The Purchaser enters into this AGREEMENT with the predominant expectation that

  • (i) he, she or it, as the case may be, will profit upon the successful end of Token Generation Event arising from the efforts of the Company and its employees to market the SGPay Platform and related sale of the Tokens; and
  • (ii) the Company will make actual delivery of the Tokens to the Purchaser upon the end of Token Generation Event in the event that the Purchaser contributes in terms of fiat currencies (SGD, USD). In the event that the Purchaser contributes in terms of Ether currency, the tokens shall be distributed immediately as per the audited smart contract

(d) The Purchaser hereby declares that he, she or it has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of such investment and has informed himself to the extent he deems prudent with regards to any investment under this agreement.

(f) The Purchaser hereby confirms that he/she/it has sufficient knowledge and experience in business and financial matters to be able to evaluate the risks and merits of its purchase of the Tokens under this AGREEMENT and is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition and is able to bear the risks thereof for an indefinite period of time.

(g) The Purchaser is aware of the intended business affairs and financial condition of the SGPay platform and has acquired sufficient information about the SGPay platform as well as the Company that promotes it to reach an informed and knowledgeable decision to acquire the SGP tokens. 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

  • (i) the technology associated with the Platform will not function as intended;
  • (ii) the Platform and Platform Launch will not be completed;
  • (iii) the Platform will fail to attract sufficient interest from key stakeholders, namely users; and
  • (iv) the Company and/or the Platform may be subject to investigation and punitive actions from Governmental Authorities.

(h) 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.

(i) The Purchaser understands and expressly accepts that the Purchaser has not relied on any representations or warranties made by the Company outside of this instrument, including, but not limited to, conversations of any kind, whether through oral or electronic communication, or any white paper.

(j) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PURCHASER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY TOKENS AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY THE COMPANY, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE TOKENS.

(k) 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 intentional fraud. 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 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.

(l) The Purchaser declares that all his, her or its funds for the purchase of the Rights in no way came from illegal or unethical sources, that he, she or it is not using any proceeds of criminal or illegal activity, and that no transaction involving SGP tokens are being used to facilitate any criminal or illegal activity.

(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. To the extent permitted by law, the Purchaser agrees to indemnify, defend and hold the Company or any of its affiliates, employees or agents (including developers, auditors, contractors or founders) harmless for any claim, liability, assessment or penalty with respect to any taxes (other than any net income taxes of the Company that result from the issuance of Tokens to the Purchaser pursuant to Section 1(a) of the instrument) associated with or arising from the Purchaser’s purchase of Tokens hereunder, or the use or ownership of Tokens.

(g) The Purchaser agrees and confirms that the Company’s whitepaper and the documents attached thereto or associated wherewith contain forward-looking statements. These forward-looking statements, including, without limitation, statements regarding anticipated use of proceeds from the Token Generation Event, are based on current expectations, estimates and projections about our industry, Company management’s beliefs, and assumptions made by Company management. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any forward-looking statements due to a variety of factors, including, without limitation, our ability to meet the minimum Token subscription amount, if any, unanticipated costs and expenses related to the Token Generation Event, changes in Company’s financial condition or business strategy that impact the use of proceeds from the Token Generation Event, and other factors. The risks and uncertainties include those noted in “Risk Factors” above. Undue reliance should not be placed on the forward-looking statements in this whitepaper or any associated materials, which are based on information available to us on the date hereof. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent that we are required to do so by law.

  1. Procedures for purchase of rights and valuation of purchase amount

(a) The Company will accept payment for the Right purchased under this AGREEMENT in, Ether, as well as specified fiat currencies. Purchaser shall make the required payment to the Company in consideration for Purchaser’s purchase of the Right pursuant to the AGREEMENT through the procedures set forth on SGPay website. If the Purchaser executes such a payment to the Company, its representative or escrow agent in order to fulfil payment obligations to the Company according to the present Agreement, Parties do represent such an execution of payment as a confirmation of acceptance of rights and obligations of this Agreement.

(b) For purposes of this instrument, the value of the Purchase Amount shall be deemed in Tokens whether the Purchaser pays in Ethereum specified fiat currencies valued at the Applicable Market Rate. The term “Applicable Market Rate” shall mean the amount of Tokens a person is expected to receive per 1 Ether or specified fiat currencies, depending on the Purchase price of Tokens, according to its (referring to Ether and specified fiat currencies) corresponding value as indicated by CoinMarketCap.com (for Ether) and XE.com (for specified fiat currencies).

  1. Dispute resolution

If you have a dispute with the Company, we will attempt to resolve any such disputes through our support team. If we cannot resolve the dispute through our support team, you and Company agree any dispute, controversy or claim arising out of or relating to this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Parties shall appoint Arbitration within 30 days from the date of claim.

The seat of the arbitration shall be Singapore.

The Tribunal shall consist of one arbitrator.

The language of the arbitration shall be English.

This Agreement is governed by the laws of the Republic of Singapore.

  1. Miscellaneous

(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 or 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 AGREEMENTs outstanding at the time of such amendment, waiver or modification.

(b) Any notice required or permitted by this instrument will be deemed sufficient when sent by email to the relevant address listed on the signature page, as subsequently modified by written notice received by the appropriate party.

(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; 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) Each of the Company and the Purchaser agree to treat this instrument as a forward contract for all income tax purposes, and will not take any position on any tax return, report, statement or other tax document that is inconsistent with such treatment, unless otherwise required by a change in law occurring after the date hereof, a closing agreement with an applicable tax authority or a final non-appealable judgment of a court of competent jurisdiction.

(g) The Purchaser shall, and shall cause its affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably requested by Company to carry out the provisions of this instrument and give effect to the transactions contemplated by this instrument, including, without limitation, to enable the Company or the transactions contemplated by this instrument to comply with applicable laws.

(h) 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, including without limitation, launching the Platform or consummating the Token Generation Event, 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:

  • acts of God;
  • flood, fire, earthquake or explosion;
  • war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, or other civil unrest;
  • Law; or
  • action by any Governmental Authority.

 

IN WITNESS WHEREOF, the Purchaser and the Company have caused this instrument to be duly executed and delivered with the purchase of Tokens.

Address:  14 Robinson Road #08-01A FAR EAST FINANCE BUILDING SINGAPORE (048545)

Email Contact:

For Legal Enquiries [email protected]

For Other Enquiries [email protected]