This Agreement made on the Date per Schedule 1
Parties
1. Party with control of wallet address {{venture_wallet}} also referred to as {{venture_name}} on-chain, (hereinafter referred to as the “Company”).
2. The party with control of wallet {{purchasor_wallet}} (hereinafter referred to as the “Purchaser”).
Background
The Company and the Purchaser have agreed to enter into this Token Purchase Agreement (hereinafter referred to as the "TPA").
This TPA sets out the conditions under which the Company will issue to the Purchaser the right (hereinafter referred to as the “Right”) to certain units of the {{venture_token_name}} Token : ${{venture_token_symbol}}, address {{venture_token_address}} (hereinafter referred to as the “Token” or “Tokens”) in exchange for the payment set out in Schedule 1 herein by the Purchaser.
DEFINITIONS AND INTERPRETATION
1.1. DEFINITIONS
In this Deed, unless context indicates a contrary intention:
“Distribution Schedule” means the distribution schedule per Schedule 1.
“Invite Code” means a unique invitation code generated by the Jubi.io smart contract factory and given to purchasers that allows for a wallet to participate in a Jubi Smart Contract purchase transaction.
Jubi Smart Contract” means the smart contract developed by Jubi.io and deployed by the Company for the purposes of executing this TPA.
“Protocol” means the website, blockchain-based applications, smart contract code, Tokens and other technology related to the {{venture_name}} platform.
“Network” means the decentralised applications allowing users to access and use their data via blockchain technology on the Ethereum Network or other blockchain network from time to time.
“TPA” means an agreement, similar in form and content to this agreement, containing a right to purchase Tokens in the {{venture_name}} Protocol.
1.2 GENERAL INTERPRETATION
In this deed, unless context indicates a contrary intention:
(a) (headings) clause headings are inserted for convenience only and do not affect interpretation of this agreement.
(b) (party) a reference to a party to a document includes that party’s personal representatives, executors, administrators, successors, substitutes (including persons taking by novation) and permitted assigns.
(c) (including) including and includes (and any other similar expressions) are not words of limitation, and a list of examples is not limited to those items or to items of a similar kind.
(d) (corporate consents) the Company has procured any corporate consent necessary for the execution and performance of this deed in compliance with its provisions;
(e) (corresponding meanings) a word that is derived from a defined word has a corresponding meaning.
(f) (rules of construction) neither this agreement nor any part of it is to be construed against a party on the basis that the party or its lawyers were responsible for its drafting.
(g) (legislation) a reference to any legislation or provision of legislation includes all amendments, consolidations or replacements and all regulations or instruments issued under it.
(h) (time and date) a reference to a time or date in connection with the performance of an obligation by a party is a reference to the time and date in UTC and/or seconds since 00:00:00 UTC on 1 January 1970 (Unix Epoch), even if the obligation is to be performed elsewhere.
(i) (writing) a reference to a notice, consent, request, approval or other communication under this agreement or an agreement between the parties means a written notice, request, consent, approval or agreement.
j) (dealing in or deal in) are references to any participation in crypto assets including staking, buying, acquiring, accepting, holding, selling, disposing of and/or otherwise making use of crypto assets.
(k) (currency) a reference to dollars or $ is to United States of America currency.
3. AGREEMENT FOR PURCHASE OF TOKENS
The parties hereto covenant and agree that subject to payment by the Purchaser of the Purchase Price set out in Schedule 1 herein (“Purchase Price”), the Company will make claimable the amount of Tokens set out in Schedule 1 herein (“Token Amount”) to the Purchaser upon the Jubi Smart Contract functions executing in accordance with the terms and conditions and schedule set out by this TPA.
4. TERMINATION
The parties covenant and agree that this TPA will expire and terminate upon the earlier of:
(i) the Company transferring the full Token Amount to the Jubi Smart Contract for distribution; or
(ii) the cancellation of the transaction by the Company and the full refund of the Purchase Price to the Purchaser minus any network fees.
(iii) The Hurdle Amount per Schedule 1 not being reached within twelve (12) months, as the Jubi Smart Contract will not execute. Upon closing the round for not meeting the hurdle, the Purchasers will be able claim back their payment.
4. DISTRIBUTION CONDITIONS
4.1 The parties covenant and agree that the Token Amount shall be claimable in accordance with the Distribution Schedule specified by the Jubi Smart Contract.
4.2 Prior to the Tokens being transferred to the Purchaser:
(i) The Purchaser will execute and deliver to the Company any and all other transaction documents related to this TPA, including verification of accredited Purchaser status or non-U.S. person status under the applicable securities laws (if requested); and
(ii) The Purchaser will sign the Jubi Smart Contract which will link an electronic wallet address on the blockchain in order to allocate the Purchaser's Tokens in accordance with the Distribution Schedule. Signing the Jubi Smart Contract is taken to be agreement by the controller of the wallet to the terms of this TPA.
5. TERMS OF DELIVERY
5.1 Payment method of Purchase Price
Upon entering into this TPA, the Purchaser has transferred the Purchase Price corresponding to the relevant amount of Tokens in accordance with Section 5.1(ii) of this TPA and entering a valid Invite Code:
The Company covenants and agrees that the Company shall accept the payment Purchase Price in USDC on the blockchain network that hosts the Jubi Smart Contract that manages the sale;
The parties hereto covenant and agree that in the event that the Purchase Price paid by the Purchaser would result in a total number of Tokens that contains a fraction, the Token Amount may be rounded down to the nearest whole number and any remaining amount shall not be refunded; and
The Purchaser covenants and agrees that upon executing the purchase using the Jubi Smart Contract, the full Purchase Price in USDC will be transferred to the Jubi Smart Contract, or the specified Company wallet address on the blockchain network.
5.2 Terms of Token Delivery
The parties covenant and agree that the Company will deliver the Tokens to the Jubi Smart Contract which will allow the Purchaser to claim their Tokens in accordance with the Distribution Schedule using the wallet that signed this TPA.
6. STAKING REWARDS
The Company may offer a staking mechanism for the Tokens in the future either in its own right or via a subsidiary/third-party entity that will be responsible for creating and maintaining the staking mechanisms.
7. COMPANY REPRESENTATIONS
7.1 The Company is a corporation duly organised, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
7.2 The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when Tokens are to be transferred to the Purchaser has been duly authorized by all necessary actions on the part of the Company.
7.3 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. The Company affirms and acknowledges that, to its knowledge, it is not in any violation of:
(i) its current articles of incorporation or bylaws;
(ii) any material statute, rule or regulation applicable to the Company; and
(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.
The Company further warrants to the Purchaser that the Company has not been and is not currently in violation of any martial law or regulation that could potentially and reasonably result in material damage to the company or its assets; nor has it been or is currently involved in any act concerning money laundering, terrorism financing, fraud or other financial crime.
7.4 The Company affirms and acknowledges that, to its knowledge, neither the Token nor the Protocol or transactions and instruments related to and associated with the said Token and Protocol have been or are currently being used in connection with:
(i) Violations of any material laws and regulations applicable to the Company;
(ii) Imposition of penalties on the Company and its assets;
(iii) Suspension, forfeiture, or nonrenewal of any permit or license, including the operational ban on commencing economic activity of the Company;
(iv) Promotion, sponsorship (including the acts of charity and donations), and payment of and to any natural or legal persons, the activities of which concern illegal forms of business activity, infringement of intellectual property rights, fraudulent services and schemes, as well as other unfair, misleading and aggressive goods and services in accordance with the relevant laws.
7.5 To the knowledge of the Company, the performance and consummation of the transactions contemplated by this instrument do not and will not:
(i) violate any material judgment, statute, rule or regulation applicable to the Company;
(ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or
(iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorisation applicable to the Company, its business or operations.
7.6 No consents or approvals are required in connection with the performance of this instrument, other than the Company’s corporate approvals
7.7 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.
8. SUBSCRIBER REPRESENTATIONS
8.1 The Purchaser warrants to the Company that the Purchaser has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
8.2 In order to be deemed eligible for the purchase of the Company's Tokens, the Purchaser warrants to the Company that:
(a) The Purchaser has reached the legal age in their country of residence and therefore are legally capable of entering into this TPA and be bound by its terms;
(b) Entering into a binding agreement with the Company and being bound by the terms and provisions of this TPA does not contradict or breach any other contractual terms by which the Purchaser is legally bound upon the commencement of this TPA;
(c) The Purchaser is not located and/or residing in any of the restricted locations and jurisdictions, including those subject to international financial sanctions and economic restriction measures (i.e., embargoes);
(d) The Purchaser is not identified as an individual that is officially classified as a Specially Designated National and Blocked Person (hereinafter referred to as the “SDN”), or is affiliated with companies, groups and entities classified as the SDN, or otherwise represent such natural or legal person.
In the event that the Purchaser is the legal entity, the Purchaser warrants to the company, that:
(a) The organisation is incorporated with all due diligence of the company formation and incorporation in the country of its legal location;
(b) The organisation conducts its activities in accordance with the applicable laws and regulations;
(c) The representative of the company acting as a signee of this TPA has been legally authorised to represent the organisation and otherwise enter into legally binding agreements on its behalf;
(d) The organisation has not been associated with, affiliated with or otherwise identified as the SDN;
(e) The organisation does not represent nor conduct its business activities in fields concerning illegal forms of business activity, infringement of intellectual property rights, regulated and licensed goods and services, fraudulent and restricted financial services and schemes, as well as other unfair, misleading, aggressive, and unregulated goods and services in accordance with the relevant laws.
8.3 The Purchaser warrants that neither this TPA nor the representations made by the Company in any form shall be perceived as investment, financial, regulatory, tax or legal advice and the Purchaser further warrants to the Company that the Purchaser has sought independent legal and professional advice at their own discretion and from professionals with relevant qualifications and/ or licenses. Notwithstanding this provision, the Purchaser warrants that they have been provided with an opportunity to inquire with the Company on the subject of the Token offering and this TPA and have received answers from the Company.
8.4 The Purchaser acknowledges and warrants that they have obtained and possess sufficient knowledge in financial and business matters and that they are capable of evaluating risks of benefits associated with purchasing, selling, and dealing in virtual currencies, including tokens. The Purchaser further acknowledges the risk of investment in virtual currencies and that they have assessed their financial and circumstantial situation and considered whether the purchase of the Token is suitable for them. The Purchaser agrees that they are aware of the possibilities of total and irreversible loss of their financial assets and that recovering from such loss may be difficult or impossible.
8.5 The Purchaser reaffirms that they are purchasing the Token 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 Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.
8.6 The Purchaser acknowledges that there is no guarantee that the Tokens shall be valued on the same basis by independent third parties that they are valued in this Agreement, and the Company does not represent that the proposed valuation represents the fair market value of the Tokens.
9. DISCLAIMER OF WARRANTIES
The parties covenant and agree that the Token is provided to the Purchaser on a “as is” and “as available” basis, with no promises, representations and warranties given in regards to the said basis, whether express, implied or statutory. The Company does not give any warranties of title, merchantability, data accuracy, system integration, quiet enjoyment, fitness for a particular purpose and/or non-infringement. The Company does not make any promises, representations and warranties that access to the Network, the U-Topia Protocol and the Token shall be continuous, uninterrupted, timely, or error-free.
Any decision, act, or omission thereof undertaken by the Purchaser shall be made on the basis of the Purchaser’s own assessment of relevance, timeliness, accuracy, adequacy, completeness, reliability and value of information, materials, views, opinions, projections or estimated provided to them by the Company. Subsequently, the Company shall to the maximum extent permitted by law, hold no liability over any damage or loss arising directly or indirectly as a result of the Purchaser’s use of any information, materials, views, opinions, projections or estimates provided to them through the Company.
10. MISCELLANEOUS PROVISIONS
10.1 Amendments
Provisions of this TPA may be altered, amended or otherwise modified only upon t he prior written consent of the Parties.
10.2 Receipt of Notices
The receipt of any notice concerning the subject of this TPA shall be commenced only in writing from the correspondent email address of the respective Party indicated in Schedule 1 of this TPA to the email of the other Party, on the same conditions.
10.3 Limitation of Corporate Representation
The Purchaser, as an acquirer and a holder of the Token, shall not be entitled to any right of representation of the Company, or to any voting and management rights in the Company. The Purchaser shall similarly not be entitled to any seat in the Company's management board or acquisition or transfer of any title of ownership or share of the Company's assets to them on the basis of their holding of the Token. Furthermore, the Purchaser shall not have any right to vote for the election of or removal of any board members of the Company or to receive notice of meetings or otherwise receive any corresponding rights thereof.
10.4 Assignment
The parties covenant and agree that neither party may assign, transfer or in any other manner deal with its rights under this Agreement without the prior written agreement of the other party provided, however, that this TPA and/or its rights may be assigned without the Company’s consent by the Purchaser:
(a) to the Purchaser’s estate, heirs, executors, administrators, guardians and/or successors in the event of the Investor’s death or disability, or
(b) to any other entity who directly or indirectly, controls, is controlled by or is under common control with the Purchaser, including, without limitation, any general partner, managing member, officer or director of the Partner, or any venture capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same management company with, the Partner; and
(c) provided further, that the Company may assign this TPA in whole, without the consent of the Purchaser, in connection with a reincorporation to change the Company’s domicile.
10.5 Intellectual Property
The Company shall retain all intellectual property rights in regards to the Token and other relevant materials and content presented in connection with the Company. Material and content protected by intellectual property rights cannot and shall not be licensed to the Purchaser or any third party under any implied license or in association with the Purchaser's acquisition of the Token, unless specified otherwise.
10.6 Entire Agreement
This instrument sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral of written, between them. This instrument is one of a series of similar instruments entered into by the Company from time to time. Any provision of this instrument may be amended, waived or modified only upon the written consent of the Company and the holders of a majority, in the aggregate, of the Purchase Prices paid to the Company with respect to all TPAs outstanding at the time of such amendment, waiver or modification.
10.7 Severability
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.
10.8 Governing Law and Jurisdiction
The provisions of this TPA as well as the relationship between the Company and the Purchaser shall be governed by the laws of the jurisdiction where the Company was incorporated and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of that jurisdiction.
10.9 Waiver
(a) No waiver of a right or remedy under this deed is effective unless it is in writing. A written waiver is only effective in the specific instance and for the specific purpose for which it is granted.
(b) Failure to exercise or a delay in exercising a right or remedy under this deed does not operate as a waiver.
10.10 Costs and Expenses
The Company and the Purchaser shall each bear their own costs and expenses associated with the negotiation and execution of this Agreement.
10.11 Agreement may be signed in Counterparts and by electronic signatures
This Agreement may be executed in counterparts and via electronic signatures, including a wallet signature to execute the purchase function in the Jubi Smart Contract. Personal details of the Purchaser for which an Invite Code is furnished, will be matched to the Invite Codes and wallet signatures to confirm agreement with this TPA.
EXECUTION PAGE
EXECUTED AS AN AGREEMENT
Executed for and on behalf of
The Company,
{{venture_name}} .
By duly authorised officer controlling wallet address:
{{allocator_manager_wallet_address}}
Signature:{{companySignature}}
[recorded via smart contract execution of the Jubi Smart Contract Initialize function]
Name of authorised officer: [recorded by the Company]
Title of authorised officer: [recorded by the Company]Email: [recorded by the Company]
Executed for and on behalf of
The Purchasor
having control of wallet address:
{{purchasor_wallet_address}}
Signature: {{purchasor_ignature}}
recorded via smart contract execution of the Jubi Smart Contract purchase function, and provision of Invite Code
Name of authorised officer: [recorded by the Company on providing the invite code]
Title of authorised officer: [recorded by the Company on providing the invite code]
Email: [recorded by the Company on providing the invite code]
SCHEDULE 1
TPA PARTICULARS
All functions refer to the relevant Jubi Smart Contract
Jubi Smart Contract
{{tokenAllocationContractAddress}}
Purchaser invite code
Invite code provided to the Purchaser:
{{inviteCode}}
Purchaser
Legal entity that controls the purchasing wallet that signed the transaction and this TPA:
signer: {{purchasor_signature}}
wallet address {{purchasor_address}}
Purchaser Address
Details per records held by {{venture_name}}
Purchaser Contact Particulars
Details per records held by {{venture_name}}
Purchase Price Per Token
{{tokenPrice}} $USDC (6 decimals notation) per {{token_symbol}} Token
Purchased Amount of Tokens
{{numTokens}} {{token_symbol}} Tokens (18 decimals)
Total Paid Amount
The Purchase Price Per Token, multiplied by the Purchased Amount of Tokens as an integer (1 decimal).
{{paidAmount}} $USDC (6 decimals)
Total Number of Tokens for sale
The maximum tokens issued in the round per the Jubi Smart Contract: {{totalTokensForAllocation}} (18 decimals)
Hurdle Amount
Minimum number of {{token_symbol}} Tokens for sale:
{{hurdle}} (18 decimals)
Distribution Schedule
All time is recorded in seconds from 1970-01-01 (Unix Epoch)
Agreed Distribution Schedule/TGE Start Date and Time:
{{releaseScheduleStartTimeStamp}} seconds, being
{{YYYYMMMDD}}
Duration of Token Lock period
{{tokenLockDuration}} seconds or {{tokenLockMonths}} months
Duration after Token Lock period after which Tokens will be release for claiming on a linear schedule
{{releaseDuration}} seconds or {{releaseDurationMonths}} months
Date
The date of executing this document via the Jubi Smart Contract.
{{purchaseDate}} seconds being {{purchaseYYYYMMMDD}}