Agreement for Sale of Future Tokens of Bubbletone Project
THIS CERTIFIES THAT in exchange for the payment by [Purchaser Name](the “Purchaser”) of[Amount in USD or ETH or BTC or LTC or [ ] ](the “Purchase Amount”) to[thebank account of] / [crypto-wallets addresses listed below belonging to]Clementvale Ltd., a company incorporated inIrelandwith registered address at The Black Church St Mary’s Place Dublin 7, Ireland(the “Company”) designated below, theCompany hereby grants to the Purchaser the rights to cryptographic UMT ERC20 tokens in the Bubbletone project as described at “Tokens”)on the terms set out below.
This Agreement is entered into on ______2017.
1Events
(a) Token Sale. In the event that the Company or any Nominated Entity operates a Qualifying TokenSale, the Company shall transfer to the Purchaser, or will take all reasonable steps to procurethat the Nominated Entity transfers to the Purchaser within 2 Business Days upon Qualifying Token Sale, a number of Tokens pro rata to the PurchaseAmount based on the Sale Price minus the Discount Rate (the “Purchaser Tokens”) to the following Ethereum ETH-address: [0xxxxxxxxxxx].
If the Company elects to operate the Qualifying Token Sale using a Nominated Entity, it will inform the Purchaser in writing. The performance by the Nominated Entity of the obligations of the Company under this Agreement will duly discharge the obligations of the Company to the Purchaser.
(b)Termination . This Agreement will expire and terminate (without relieving the Company of anyobligations arising from a prior breach of or non-compliance with this Agreement) upon theissuance of Tokens to the Purchaser pursuant to Section 1(a).
2Definitions
“Business Day” means a day when the banks are generally open for business in New York, Moscow, [Ireland and Gibraltar].
“Discount Price” means the price per token of the Token sold in the QualifyingToken Sale minus the Discount Rate.
“Discount Rate” means [ %].
“Nominated Entity” means a company or other organisation, nominated by the Company to operate theQualifying Token Sale.
“Sale Price” price per token announced at before application of the Discount Rate.
“Qualifying Token Sale” means the operation by the Company or any subsidiary thereof of a public saleof the Tokens.
3Company Representations
(a) The Company is duly incorporated and validly existing under the laws of [Ireland], and hasthe power and authority to own, lease and operate its properties and carry on its business as nowconducted.
(b) The execution, delivery and performance by the Company of this Agreement is within the powerof the Company and has been duly authorised by all necessary actions on the part of the Company. This Agreementconstitutes a legal, valid and binding obligation of the Company, enforceable against the Company inaccordance with its terms, except as limited by bankruptcy, insolvency or other laws of generalapplication relating to or affecting the enforcement of creditors’ rights generally and general principles ofequity. To the knowledge of the Company, it is not in violation of (i) its current certificate ofincorporation or articles of association, (ii) any material statute, rule or regulation applicable to theCompany or (iii) any material indenture or contract to which the Company is a party or by which it isbound, where, in each case, such violation or default, individually, or together with all such violations ordefaults, could reasonably be expected to have a material adverse effect on the Company.
(c) No consents or approvals are required in connection with the performance of this Agreement,other than the Company’s corporate approvals;
(d) To the best of its knowledge, the Company owns or possesses (or can obtain on commercially reasonableterms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, tradesecrets, licenses, information, processes and other intellectual property rights necessary for its business asnow conducted and as currently proposed to be conducted, without any conflict with, or infringement ofthe rights of, others.
4Purchaser Representations
(a) The Purchaser has full legal capacity, power and authority to execute and deliver thisAgreement and to perform its obligations hereunder. This Agreement constitutes valid and bindingobligation of the Purchaser, enforceable in accordance with its terms, except as limited bybankruptcy, insolvency or other laws of general application relating to or affecting the enforcementof creditors’ rights generally and general principles of equity.
(b) The Purchaser is purchasing the Tokens for its own account for investment, not as a nominee or agent. ThePurchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss ofsuch investment without impairing the Purchaser’s financial condition and is able to bear theeconomic risk of such investment for an indefinite period of time.
5Miscellaneous
(a) Any provision of this agreement may be amended, waived or modified only upon the writtenconsent of the Company and the Purchaser.
(b) Unless otherwise expressly stated herein, all communications under this Agreement will be inwriting and may be made by letter or email. Any notice required or permitted by this Agreement will bedeemed sufficient when delivered personally or by overnight courier or sent by email to the relevantaddress listed on the signature page, or 48 hours after being deposited in the mail as certified or registeredmail with postage prepaid, addressed to the party to be notified at such party’s address listed on thesignature page, as subsequently modified by written notice.
(c) Neither this Agreement nor the rights contained herein may be assigned, by operation of law orotherwise, by either party without the prior written consent of the other.
(d) In the event any one or more of the provisions of this Agreement is for any reason held to beinvalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or moreof the provisions of this Agreement operate or would prospectively operate to invalidate this Agreement,then and in any such event, such provision(s) only will be deemed null and void and will not affect anyother provision of this Agreement and the remaining provisions of this Agreement will remain operativeand in full force and effect and will not be affected, prejudiced, or disturbed thereby.
(e) This Agreement and any non-contractual obligations arising in connection with it shall be governed by and construed in accordance with English law.
(f) The English courts have exclusive jurisdiction to determine any dispute arising in connection with this Agreement (and, unless provided otherwise, any document entered into in connection with it), including disputes relating to any non-contractual obligations.
This Agreement may be executed and delivered in any number of counterparts, each of whichwhen executed and delivered shall constitute a duplicate original, but all the counterparts together shall constitute the one agreement.
This Agreement has been executed and delivered as a deed on the date appearing at the beginning of thisdeed.
Executed and delivered as a deed by Clementvale Ltd.
By a Director:
Signature: ______
Name: ______
Position: ______
Address: ______
Email: ______
Bank account for the purposes of the Purchase Amount transfer: [ ]
Ethereum addressfor the purposes of the Purchase Amount transfer: [ ].
Bitcoin addressfor the purposes of the Purchase Amount transfer: [ ].
Litecoin address for the purposes of the Purchase Amount transfer [ ].
[ ] address for the purposes of the Purchase Amount transfer [ ].
Executed and delivered as a deed by Purchaser:
Signature: ______
Name: ______
Address: ______
Email: ______
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