This Simple Agreement for Future Tokens (“SAFT”) defines the requirements (the “Requirements”) by which you may acquire Thorium project tokens (“Tokens”).
Please read the Requirements carefully before going further with our project.
THIS OFFERING HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY JURISDICTION ANYWHERE IN THE WORLD. IT IS BEING OFFERED AND SOLD ONLY IN JURISDICTIONS WHERE SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED, INCLUDING PURSUANT TO APPLICABLE EXEMPTIONS THAT GENERALLY LIMIT THE BUYERS WHO ARE ELIGIBLE TO PURCHASE A SAFT AND THAT RESTRICT ITS RESALE. THE SAFTS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER APPLICABLE SECURITIES LAWS. FURTHER, ENTITY HAS NOT TAKEN ANY ACTION TO OBTAIN ANY MONEY SERVICES BUSINESS, MONEY TRANSMITTER OR VIRTUAL CURRENCY BUSINESS LICENSES OR REGISTRATIONS IN ANY JURISDICTION. ENTITY DOES NOT INTENT TO OPERATE IN ANY JURISDICTIONS THAT REQUIRE SUCH LICENSES OR REGISTRATION, AND ENTITY IS ONLY ISSUING SAFTS AND WILL ISSUE THE TOKEN IN FUTURE IN JURISDICTIONS WHERE SUCH LICENSES OR REGISTRATIONS ARE NOT REQUIRED.
IF BUYER IS A RESIDENT OF A JURISDICTION THAT REQUIRES SUCH LICENSING OR REGISTRATION, ENTITY WILL NOT ALLOW BUYER TO PURCHASE THE SAFT OR RECEIVE FUTURE THORIUM TOKEN. FOR EXAMPLE, GIVEN THE NEW YORK’S ‘BITLICENSE’ REGULATIONS, ENTITY IS NOT OFFERING SAFTS OR WILL NOT ISSUE FUTURE THORIUM TOKEN TO NEW YORK RESIDENTS.
THIS CERTIFIES THAT in exchange for the contributions by buyer, members of MECI Group International – an entity under the law of Canton Zug, Switzerland (the ‘Entity’ or ‘MECI Group International’) – hereby grants to the buyer the possibility of right to certain units of the Thorium project tokens that the Entity may issue in future (the ‘Token’), subject to the terms set forth below), if and when issued.
The ‘Discount Rate’ will be offered at different amounts during the course of the project.
The Entity has not yet prepared the Token Terms and Conditions (T&C), which will set forth the general description and restriction of the Token. The Entity has not yet published the whitepaper that will describe the general feature of the Project and the Token Sale Event, (‘TSE’) (‘Whitepaper’). The Buyer understands and agrees that the Tokens, when issued, will be subject to Whitepaper and the Token Terms and Conditions. The buyer further understand and agrees that the Whitepaper and the Token T&C may include (i) rights of the Token holders, (ii) features of the Token, and (iii) obligations of the Entity, that may be materially different from what the buyer understands as of date of these Requirements. The buyer agrees that they are buying Tokens based on such understanding.
Prior to purchasing a Token, a prospective buyer should consult with its own legal, financial, tax, accounting, and other advisors regarding the applicable limitations on buyers who are eligible to purchase it and that restrict its resale or other transfer; the income and other tax consequences of acquiring, holding and disposing of the Token; and the other potential consequences of acquiring a Token. Buyers should carefully consider whether purchasing Tokens is suitable to their financial situation and goals. The Entity assumes that the contributor has taken all necessary consultations to ensure their compliance with regulations applicable to them, and shall not take any responsibility should the contributor have done otherwise
None of the Entity, the management of the Entity, the employees of the Entity, the advisors to the Entity and any other person has been authorized to make any statement concerning Thorium project or the sale of Tokens discussed herein other than as set forth in these Requirements; and any such statements, if made, must not be relied upon. Buyers should make their own investigations and evaluations of the Thorium project, including the merits and risks of a purchasing thereof. Prior to any purchase, buyers have the opportunity to ask questions of and receive answers and additional information from members of MECI Group International concerning the terms and conditions of the Offering and other relevant matters.
SAFT purchase amounts are denominated in Euros and buyers may tender Euros, Bitcoin, or other accepted cryptocurrency in exchange for the Tokens. Such currencies are subject to fluctuation in the rate of exchange and, in the case of digital assets, the exchange valuations. Such fluctuations may have an adverse effect on the price or value of Tokens.
(a) Network Launch. On the event of a Network Launch the Entity may issue to the buyer a number of units of the Token equal to the Purchase Amount divided by the Discount Price. In connection with and prior to the issuance of Tokens by the Entity to the buyer pursuant to this Section 1(a):
I. The buyer will execute and deliver to the Entity any and all other transaction documents related to these Requirements; and
II. The buyer will provide to the Entity a network address for which to allocate buyer’s Tokens.
(b) Dissolution Event. If there is a Dissolution Event before this instrument expires or terminates, the buyers purchase becomes void and unrecoverable.
(c) Termination. These Requirements will expire and terminate upon either (i) the issuance of Tokens to the buyer pursuant to Section 1(a); or (ii) dissolution pursuant to Section 1(b).2. Definitions
“Discount Price” means the price per Token sold by the Entity to the general public at or around the time of Network Launch multiplied by the Discount Rate.
“Dissolution Event” means (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the Entity’s creditors or (iii) any other liquidation, dissolution or winding up of the Entity, whether voluntary or involuntary.
“Network Launch” means launching Tokens on a working blockchain.
“SAFT” means these Requirements containing a future right to units of Tokens, on terms and conditions described in these Requirements purchased by buyers for the purpose of funding the Entity’s business operations.
“Subsequent SAFT” means a SAFT the Entity may issue after the issuance of this instrument but prior to the Network Launch with the principal purpose of raising capital. This definition excludes:
I. Tokens issued pursuant to any staff incentive or similar plan of the Entity;
II. Tokens issued or issuable to third party service providers or others in connection with the Network Launch or the provision of goods or services to the Entity;
III. Tokens issued or issuable in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships; and
IV. any convertible securities issued by the Entity.
3. “MFN” Amendment Provision.
If the Entity issues any Subsequent SAFTs prior to termination of this instrument, the Entity will promptly provide the buyer with written notice thereof, together with a copy of all documentation relating to such Subsequent SAFT and, upon written request of the buyer, any additional information related to such Subsequent SAFT as may be reasonably requested by the buyer. In the event the buyer determines that the terms of the Subsequent SAFT are preferable to the terms of this instrument, the buyer will notify the Entity in writing. Promptly after receipt of such written notice from the buyer, the Entity agrees to amend and restate this instrument to be identical to the instrument(s) evidencing the Subsequent SAFT.
4. Entity Representations
a) The Entity is duly organized, validly existing and in good standing under the laws of the state of its statutes, 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 Entity of these Requirements is within the power of the Entity. These Requirements constitute legal, valid and binding obligations with the Buyer. To the knowledge of the Entity, it is not in violation of; (i) its current certificate of incorporation or by laws, (ii) any material statute, rule or regulation applicable to the Entity or (iii) any material indenture or contract to which the Entity 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 Entity.
c) 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 Entity; (ii) result in the acceleration of any material indenture or contract to which the Entity 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 Entity or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Entity, its business or operations.
d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Entity’s corporate approvals; and (ii) any qualifications or filings under applicable securities laws.
e) To its knowledge, the Entity 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 Entity is the sole beneficial and record owner of Token. The Entity holds valid and marketable title to the Token which are free and clear of all encumbrances, restrictions on transfer, or other defects in title of any kind, and has the right and authority to enter into and carry out the terms of these Requirements, including without limitation, the distribution and transfer of Token to the buyer and has taken all action necessary to validly do so.
g) THE ENTITY 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, buyer ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE ENTITY, OR ANY OTHER PERSON ON THE ENTITY’S BEHALF.
5. Buyer Representations
(a) The buyer has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. These Requirements constitute valid and binding obligation of the buyer, 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 buyer is entitled to execute and deliver this instrument and to perform its obligations hereunder in the jurisdiction applicable to the buyer.
(c) The buyer has been advised that this instrument is a security that has not been registered under; (i) the U.S. Securities Act of 1933, as amended (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, and (ii) any of the securities laws of any of the jurisdictions from where the website of the Issuer is accessible. The buyer is purchasing the Tokens for their 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 buyer has no present intention of selling, granting any participation in, or otherwise distributing the same. The buyer has such knowledge and experience in financial and business matters that the buyer is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the buyer’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.
(d) The buyer has no intent to use or consume any or all Tokens on the corresponding blockchain network for the Tokens after Network Launch. The buyer enters into the Token purely to realize profits that accrue from purchasing Tokens at the Discount Price.
(e) The buyer has been advised of the technological nature of the Token and that the Token has not been registered under any country’s regulations and, therefore, cannot be resold except in compliance with the applicable country’s laws. The buyer is acquiring Token for their own account for sponsorship, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the buyer has no present intention of selling, granting any participation in, or otherwise distributing the same.
(f) The buyer agrees to these Requirements with the predominant expectation that (i) they will benefit from the successful development and Platform Launch arising from the efforts of the Entity and its employees to develop and market the Platform, the Platform Launch and related sale of the Token; and (ii) the Entity will make actual delivery of Token to the buyer upon the schedule set forth in Section 1.
(g) The buyer has sufficient knowledge and experience in business and financial matters to be able to evaluate the risks and merits of its execution of these Requirements and acquisition of the Thorium project Token and is able to bear the risks thereof. The buyer is aware of Entity’s business affairs and financial condition and has acquired sufficient information about the Entity to reach an informed and knowledgeable decision to execute these Requirements. The buyer understands that the Tokens involve risks, all of which the buyer 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; and (iv) the Entity and/or the Platform may be subject to investigation and punitive actions from Governmental Authorities. The buyer understands and expressly accepts that the Token will be created and delivered to the buyer at the sole risk of the buyer on an “AS IS” and “UNDER DEVELOPMENT” basis. The buyer understands and expressly accepts that the buyer has not relied on any representations or warranties made by the Entity outside of these Requirements, including, but not limited to, conversations of any kind, whether through oral or electronic communication. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE buyer 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 Entity, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF Thorium project TOKEN.
(h) The buyer understands that buyer has no right against the Entity or any other Person except in the event of the ENTITY’s breach of these Requirements or intentional fraud. THE ENTITY’S AGREGATE LIABILITY ARISING OUT OF OR RELATED TO these Requirements, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, OR OTHERWISE, SHALL BE ZERO. NEITHER THE ENTITY 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 THESE REQUIREMENTS.
(i) The buyer understands that buyer bears sole responsibility for any taxes as a result of the matters and transactions the subject of these Requirements, and any future acquisition, ownership, use, sale or other disposition of Thorium project Token held by the buyer. To the extent permitted by law, the buyer agrees to indemnify, defend and hold the Entity 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 Entity that result from the distribution of Token to the buyer) associated with or arising from the buyer’s acquisition of Tokens hereunder, or the use or ownership of Token.
(j) The buyer has been complying with the applicable anti-money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively the “Anti-Money Laundering Laws”), and represents that he/she/it will not engage in any money laundering or terrorist financing activity as defined under the Anti-Money Laundering Laws through his/her/its participation in the contribution to the Entity and the distribution of the Tokens.
(a) These Requirements set 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.
(b) Any provision of this instrument may be amended, waived or modified only upon the written consent of the Entity and the buyer.
(c) 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.
(d) The buyer is not entitled, as a holder of this instrument, to vote or receive dividends or be deemed the holder of capital stock of the Entity for any purpose, nor will anything contained herein be construed to confer on the buyer, as such, any of the rights of a stockholder of the Entity 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 right to subscribe to share or loan capital of the Entity in any form.
(e) 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 Entity’s consent by the buyer to any other entity who directly or indirectly, controls, is controlled by or is under common control with the buyer, including, without limitation, any general partner, managing member, officer or director of the buyer, 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 Entity with, the buyer; and provided, further, that the Entity may assign this instrument in whole, without the consent of the buyer, in connection with a reincorporation to change the Entity’s domicile.
(f) 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.
(g) Any dispute, controversy or claim arising out of or relating to these Requirements, or the interpretation, breach, termination or validity hereof (“Dispute”), shall first be resolved through consultation. Such consultation shall begin immediately after one party to the Dispute has delivered to any other party to the Dispute a written request for such consultation. If within thirty (30) days following the date on which such notice is given the dispute cannot be resolved, the dispute shall be submitted to arbitration upon the request of either party to the Dispute with notice to the other. The arbitration shall be conducted in Switzerland under the auspices of the Switzerland International Court of Arbitration in accordance with the Switzerland International Court of Arbitration Rules in force at the time of submission of Notice of Arbitration.
(h) The buyer 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 Entity to carry out the provisions of these Requirements and give effect to the transactions contemplated by these Requirements, including, without limitation, to enable the Entity or the transactions contemplated by these Requirements to comply with applicable laws.
(i) The Entity shall not be liable or responsible to the buyer, nor be deemed to have defaulted under or breached these Requirements, for any failure or delay in fulfilling or performing any term of these Requirements, including without limitation, launching the Platform or consummating the Platform Launch, 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: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, or other civil unrest; (d) law; (e) pandemics; or (e) action by any governmental authority.
(j) All rights and obligations hereunder will be governed by the laws of the State of Switzerland, without regard to the conflicts of law provisions of such jurisdiction.