Summary SAFT Purchase Terms & Conditions
1. “Expercoin” “we,” “us” and “our” refer to a Cayman Island Exempted Company, Expercoin, Inc., and its subsidiaries and affiliates.
2. Expercoin is conducting an initial coin offering (“Offering”) of its Expercoin Tokens as well as issuing Simple Agreements for Future Tokens (“SAFT’s”) which provides rights to receive those Expercoin Tokens at a later juncture, as further described in the Expercoin White Paper and the Expercoin Offering Memorandum (collectively, the “Memorandum”.)
3. Expercoin’s goal is to build a decentralized, distributed, education, training, and collaboration ecosystem (the “Expercoin Ecosystem”).
4. You understand that the terms, conditions, as well as important disclosures and information regarding the ICO are set forth in the Memorandum.
5. You understand that below Summary Terms and Conditions (the “Terms”) have been prepared by Expercoin, Inc. (“Expercoin”) solely for use by prospective purchasers as a HIGH-LEVEL summary of key Offering terms, and in the event of a conflict between these Terms and any provisions contained within the Memorandum, the provisions contained in the Memorandum shall control.
6. You understand, acknowledge, and agree that you will prior to making any purchase of the Expercoin Tokens and/or any SAFTs offered by the Company, diligently read the Memorandum and seek the advice and counsel of your financial, legal, and tax advisors.
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 purchasers who are eligible to purchase a SAFT and that restrict its resale. To the best knowledge of Expercoin, this Offering presumes a simple sale of future digital assets called Expercoin Exchange Tokens, whereby Expercoin becomes bound to the purchasers thereof solely to the extent of being obliged to provide the product and/or a service. Expercoin Ecosystem in a reasonably foreseeable future. Purchasing a Expercoin token involves a high degree of risk, see “Risk Factors” in these Terms and especially in the Memorandum, as the product and/or service is not available at the time of sale of the Expercoin Tokens. This Offering may be governed by consumer protection laws in jurisdictions where such regulation is applicable.
Neither these Terms nor the Memorandum constitute an offer to sell, or a solicitation of an offer to buy, a SAFT or Expercoin token in any jurisdiction in which it is unlawful to make such an offer or solicitation. Neither the U.S. Securities and Exchange Commission nor any other federal, state or foreign regulatory authority has approved the purchase of the SAFTs or the Expercoin Tokens. Furthermore, no such authority has confirmed the accuracy or determined the adequacy of the terms of this Offering. Any representation to the contrary is a criminal offense.
The summaries contained within these Terms do not purport to be complete and are subject to and qualified in their entirety by reference to the actual text of the relevant document, including but not limited the SAFT and/or the Memorandum, copies of which will be provided to purchasers upon request. Each prospective purchaser should review these documents for complete information. Expercoin reserves the right to modify the terms of the Offering, the SAFTs and the Expercoin Tokens described in these Terms and are the Memorandum, and the SAFTs are offered subject to Expercoin ability to reject any commitment in whole or in part. Prior to purchasing Expercoin Tokens via SAFTs, a prospective purchaser is required to consult with its own legal, financial, tax, accounting, and other advisors regarding the applicable limitations on purchasers 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 Expercoin Tokens; and the other potential consequences of acquiring Expercoin Token. Purchasers are required to carefully consider whether purchasing a Expercoin Token is suitable to their business situation and goals. No person has been authorized to make any statement concerning Expercoin or the sale of the Expercoin Tokens discussed herein other than as set forth in the Memorandum, and any such statements, if made, must NOT be relied upon.
Purchasers are required to make their own investigations and evaluations of the SAFT and the Expercoin Tokens, including the merits and risks of a purchasing thereof. Prior to any purchase, purchasers have the opportunity to ask questions of and receive answers and additional information from Expercoin concerning the terms and conditions of this Offering and other relevant matters.
SAFT purchase amounts may be denominated in U.S. dollars ($) or digital assets, such as Bitcoin and Ether, and purchasers may purchase Expercoin Tokens for any currency such as U.S. dollars or may exchange Bitcoin and Ether cryptocurrency or any other digital asset for Expercoin Tokens pursuant to the SAFT.
Cautionary Note Regarding Forward-looking Statements
Certain statements in these Terms and in the Memorandum constitute “forward-looking information” under applicable laws. All statements that address expectations or projections about the future, including statements about product development, market position, expected expenditures and financial results, are forward-looking statements. Some of the forward-looking statements may be identified by words like “expects,” “anticipates,” “plans,” “intends,”, “believes”, “projects,” “indicates,” and similar expressions. Any statements contained in these Terms and/or the Memorandum that are not statements of historical fact may be deemed to be forward-looking statements. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Accordingly, actual results or performance of the “Company” (as such term is defined below) may differ significantly, positively or negatively, from forward-looking statements made herein. Unanticipated events and circumstances are likely to occur. Factors that might cause such differences include, but are not limited to, those discussed under the heading “RISKS FACTORS,” which recipients of the Memorandum should carefully consider. These factors include, but are not limited to, risks that our products and services may not receive the level of market acceptance anticipated; anticipated funding may prove to be unavailable; intense competition in our market may result in lower than anticipated revenues or higher than anticipated costs, and general economic conditions, such as the rate of employment, inflation, interest rates and the condition of the capital markets may change in a way that is not favorable to us. This list of factors is not exclusive. We undertake no obligation to update any forward-looking statements.
Key Eligibility Requirements
The summary below describes the principal terms of the SAFTs and the rights to purchase Expercoin Tokens contained therein.
1. Expercoin provides purchasers with an opportunity acquire a right to hold future Expercoin Tokens pursuant to a SAFT agreed to by Expercoin and a purchaser.
2. Each Purchaser:
- if in the United States, or a U.S. Person (as defined in Regulations under U.S. Securities Act of 1933, as amended (the “Securities Act”)), must verify if the requirement of being an accredited investor (as defined in Regulation D under the Securities Act) is applicable thereto in view of the SAFTs and must be eligible to purchase SAFTs and Expercoin Exchange (Expercoin) Tokens under applicable law, otherwise abstain from participating in current Offering, or
- if outside of the United States, must be a non-U.S. Person who is not purchasing for the account or benefit of a U.S. Person (as defined under Regulation S under the Securities Act) and who is eligible to purchase SAFTs and Expercoin Exchange (Expercoin) Tokens under the applicable laws of the Purchaser’s jurisdiction, and must verify if the requirement of being an accredited investor in its jurisdiction is applicable thereto in view of the SAFTs, otherwise abstain from participating in current Offering.
Summary Risk Factors
1. Expercoin may not successfully develop, market and launch the Minimum Viable Product and Investors may not receive Tokens. The Expercoin Ecosystem has not yet been developed by Expercoin and will require significant capital funding, expertise of Expercoin’s management, and time and effort in order to develop and successfully launch the Expercoin Ecosystem. Expercoin may have to make changes to the specifications of the Expercoin Ecosystem or Tokens for any number of legitimate reasons or Expercoin may be unable to develop the Expercoin Ecosystem in a way that realizes those specifications or any form of a functioning network. It is possible that the Tokens and the Expercoin Ecosystem may not ever be released and there may never be an operational Token or that the Network Launch will not occur. The Expercoin Ecosystem or Tokens, if successfully developed and maintained, may not meet investor expectations at the time of purchase. Furthermore, despite good faith efforts to develop and launch the Expercoin Ecosystem and subsequently to develop and maintain the Expercoin Ecosystem, it is still possible that the Expercoin Ecosystem will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Expercoin Ecosystem and Tokens. Expercoin will use the proceeds of this Offering to make significant investments to develop and launch a viable Expercoin Ecosystem and subsequently to build a robust network upon which users can realize utility and value. Expercoin may not have or may not be able to obtain the technical skills and expertise needed to successfully develop the Expercoin Ecosystem and progress it to a successful launch. While Expercoin has sought to retain and continue to competitively recruit experts, there is a general scarcity of management, technical, scientific, research and marketing personnel with appropriate training to develop and maintain Expercoin Tokens and the Expercoin Ecosystem. If Expercoin is not successful in its efforts to demonstrate to users the utility and value of the Expercoin Ecosystem, there may not be sufficient demand for the Tokens for Expercoin to proceed with the Network Launch. As a result, or if the Network Launch does not occur, Investors may lose all of their investment.
2. Investments in startups including Expercoin involve a high degree of risk. Investments in token pre-sales including the Expercoin Token Pre-sale may involve an even higher degree of risk. Financial and operating risks confronting startups are significant: Expercoin is not immune to these. The startup market in which Expercoin competes is highly competitive and the percentage of companies that survive and prosper is small. Startups often experience unexpected problems in the areas of product development, marketing, financing, and general management, among others, which frequently cannot be solved. In addition, startups may require substantial amounts of financing, which may not be available through institutional private placements, the public markets or otherwise.
3. Theft of Offering Proceeds. There may be attempts to steal the Offering proceeds received by Expercoin (including the fiat currency amount converted therefrom). Such a theft or attempted theft may adversely affect the ability of Expercoin to fund the development of the Expercoin Ecosystem. While Expercoin will adopt commercially reasonable technical solutions to keep the Offering proceeds safe, certain cyber thefts could be unpreventable.
4. The SAFTs may not be transferred. The terms of the SAFT prohibit transfer of the SAFT. As a result, Investors will be required to hold their SAFT until the earlier of the Network Launch and the delivery of all of the Tokens, or the termination of the SAFT pursuant to the provisions set forth therein. Consequently, Investors must be prepared to bear the risk of an investment in the SAFT until the termination of the SAFT pursuant to the terms set forth therein. Furthermore, once the purchasers acquire the Tokens pursuant to the SAFTs, the Tokens will continue to be subject to a prohibition on transfers for the time period specified in the SAFTs. Consequently, Investors must be prepared to bear the risk of an investment in the SAFT and Tokens until the termination of the SAFT pursuant to the terms set forth therein or until the termination of the transfer restriction, in the case of the Tokens acquired pursuant to the SAFT.
5. The Expercoin Ecosystem may not be widely adopted and may have limited users. It is possible that the Expercoin Ecosystem will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed ecosystems (such as the Expercoin Ecosystem) more generally or distributed applications to be used on the Expercoin Ecosystem. Such a lack of use or interest could negatively impact the development of the Expercoin Ecosystem and therefore the potential utility of the Tokens.
6. The regulatory regime governing the blockchain technologies, cryptocurrencies, tokens and token offerings such as Expercoin Ecosystem and the Tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Expercoin Ecosystem and the utility of the Tokens. Regulation of tokens (including the Expercoin Token) and token offerings such as this, cryptocurrencies, blockchain technologies, and cryptocurrency exchanges currently is undeveloped and likely to rapidly evolve, varies significantly among international, federal, state and local jurisdictions and is subject to significant uncertainty. Various legislative and executive bodies in the United States and in other countries may in the future, adopt laws, regulations, guidance, or other actions, which may severely impact the development and growth of the Expercoin Ecosystem and the adoption and utility of the Tokens. Failure by Expercoin, or certain users of the Expercoin Ecosystem to comply with any laws, rules and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines.
As blockchain networks and blockchain assets have grown in popularity and in market size, federal and state agencies have begun to take interest in, and in some cases regulate, their use and operation. In the case of virtual currencies, state regulators like the New York Department of Financial Services have created new regulatory frameworks. Others, as in Texas, have published guidance on how their existing regulatory regimes apply to virtual currencies. Some states, like New Hampshire, North Carolina, and Washington, have amended their state's statutes to include virtual currencies into existing licensing regimes. Treatment of virtual currencies continues to evolve under federal law as well. The Department of the Treasury, the Securities Exchange Commission, and the Commodity Futures Trading Commission (the “CFTC”), for example, have published guidance on the treatment of virtual currencies. The IRS released guidance treating virtual currency as property that is not currency for US federal income tax purposes, although there is no indication yet whether other courts or federal or state regulators will follow this classification. Both federal and state agencies have instituted enforcement actions against those violating their interpretation of existing laws.
The regulation of non-currency use of blockchain assets is also uncertain. The CFTC has publicly taken the position that certain blockchain assets are commodities, and the SEC has issued a public report stating federal securities laws require treating some blockchain assets as securities. To the extent that a domestic government or quasi-governmental agency exerts regulatory authority over a blockchain network, exchange, or asset, the Expercoin Ecosystem and the Tokens may be materially and adversely affected.
Blockchain networks also face an uncertain regulatory landscape in many foreign jurisdictions such as the European Union, China and Russia. Various foreign jurisdictions may, in the near future, adopt laws, regulations or directives that affect the Expercoin Ecosystem. Such laws, regulations or directives may conflict with those of the United States or may directly and negatively impact our business. The effect of any future regulatory change is impossible to predict, but such change could be substantial and materially adverse to the development and growth of the Expercoin Ecosystem and the adoption and utility of the Tokens.
New or changing laws and regulations or interpretations of existing laws and regulations, in the United States and other jurisdictions, may materially and adversely impact the value of the currency in which the Tokens may be exchanged, the liquidity of the Tokens, the ability to access marketplaces or exchanges on which to trade the Tokens, and the structure, rights and transferability of Tokens.
7. This Issuance of Expercoin Token May Constitute the Issuance of a “Security” Under U.S. Federal Securities Laws. We believe that Expercoin Token is so called a “utility token" that has a specific consumptive use. In particular, it is anticipated to permit its holders to have meaningful participation the Expercoin Ecosystem to obtain and interact with communities comprised of subject matter experts for training, collaboration, education, and skills enhancement on a distributed network with significant advantages over current collaboration, education, and training solutions. Due to forgoing anticipated characteristics of Expercoin and/or the Expercoin Ecosystem, we do not believe Expercoin Token should be considered a “security” as that term is defined in the Act.
On July 25, 2017, the United States Securities and Exchange Commission (the “Commission”) issued a Report of Investigation under Section 21(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) describing an SEC investigation of the DAO, a virtual organization, and its use of distributed ledger or blockchain technology to facilitate the offer and sale of DAO Tokens to raise capital. The Commission applied existing U.S. federal securities laws to this new paradigm, determining that DAO Tokens were securities. The Commission stressed that those who offer and sell securities in the U.S. are required to comply with federal securities laws, regardless of whether those securities are purchased with virtual currencies or distributed with blockchain technology. The Commission’s announcement, and the related Report, may be found here: https://www.sec.gov/news/press-release/2017-131
In contrast to the conclusions reached in the Report, we believe that the Expercoin Token is substantially different from DAO Tokens, and should not be considered a “security” under U.S. federal securities laws. Nevertheless, as noted by the Commission, the issuance of tokens represents a new paradigm and the application of the federal securities laws to this new paradigm is very fact specific. If the Expercoin Token were deemed to be a security under federal securities laws then, prior to the issuance of the Expercoin Token pursuant to the SAFT, we may be required to register to such issuance under the Securities Act. The registration of Expercoin Token under the Securities Act would result in significant delay in the issuance of the Expercoin Token and would require us to incur substantial additional expense. Moreover, we cannot guarantee that such registration would be a short or economically feasible, meaning that investors may lose the entire value of their investment, in such event.
8. The Offering may be subject to registration under the Securities Exchange Act of 1934 if Expercoin has assets above $10 million and more than 2,000 Investors participate in the Offering. Companies with total assets above $10 million and more than 2,000 holders of record of its equity securities, or 500 holders of record of its equity securities who are not accredited investors, must register that class of equity securities with the SEC under the Exchange Act. With the capital raised from the Offering, Expercoin may surpass $10 million in assets as it builds out the Expercoin Ecosystem. Furthermore, the SAFTs are likely considered a security under U.S. securities law and because there is the possibility that this Offering may surpass 2,000 Investors, Expercoin may have more than 2,000 holders of record of its securities following the Offering. In addition, it is possible that the SAFT is further deemed an equity security, despite Expercoin taking the position that it is not an equity security. If these two conditions are met then Expercoin will have to register this Offering with the SEC, which will be a laborious and expensive process. If such registration takes place, much of the information regarding this Offering will be available to the public. Expercoin would have the ability to avoid registration in such a scenario if the SAFTs convert into the Tokens prior to the last day of Expercoin’s fiscal year, but, due to the unpredictable nature of complex software development such as the Expercoin Ecosystem, there is no guarantee that the Expercoin Ecosystem will have launched by such a date.
9. Possible Registration under the U.S. Commodity Exchange Act. Registration with the CFTC as a "commodity pool operator" or as a "commodity trading advisor" or any change in Expercoin's operations necessary to maintain Expercoin’s management and executive team's ability to rely upon the exemptions from registration as could adversely affect Expercoin’s management and executive team and Expercoin's ability to implement its investment program, conduct its operations and/or achieve its objectives and subject Expercoin to certain additional costs, expenses and administrative burdens. Furthermore, any determination by Expercoin’s management and executive team to cease or to limit investing in interests which may be treated as "commodity interests" in order to comply with the regulations of the CFTC may have a material adverse effect on Expercoin's ability to implement its investment objectives and to hedge risks associated with its operations. In addition, the treatment of instruments such as the Expercoin Tokens under current regulation is extremely uncertain. The CFTC may decide to regulate the Expercoin Tokens as commodities. If that were occur this Offering may be deemed not to comply with applicable law and regulation for the offering and sale of commodities, which may expose Expercoin to civil penalties or fines with may impair their ability to continue operating and adversely impact the value of the Expercoin Tokens. Furthermore, if the CFTC were to regulate the Expercoin Tokens as commodities Expercoin may be subject to additional registration, reporting, compliance and operating restrictions. There can be no assurance that any of such persons would be capable of meeting such requirements in a timely manner or at all. If Expercoin is unable to comply with requirements imposed by the CFTC they may be subject to civil penalties or fines if their actions are not deemed to comply with applicable law and regulations. Such consequences may endanger Expercoin's ability to continue to operate as described in this offering memorandum or at all and adversely impact the value of your investment.
10. Failure to Comply with International Federal, State and International Privacy Laws and Regulations, Or the Expansion of Current or The Enactment of New Privacy Laws or Regulations, Could Adversely Affect Our Business. A variety of federal, state and international laws and regulations govern the collection, use, retention, sharing and security of consumer data, in addition to the employment of personal information in a commercial context. This is especially so in the case of personal location information, which may implicate the application of various privacy laws affecting personal location information, and any amendments thereto, including state and national counterpart statutes. The existing privacy-related laws and regulations are evolving and subject to potentially differing interpretations. In addition, various international, federal, state and foreign legislative and regulatory bodies may expand current or enact new laws regarding privacy matters and related matters. For example, recently there have been international hearings and increased attention to the capture and use of location-based information relating to users of smartphones and other mobile devices. Several internet companies have incurred penalties for failing to abide by the representations made in their privacy policies and practices. In addition, several states have adopted legislation that requires businesses to implement and maintain reasonable security procedures and practices to protect sensitive personal information and to provide notice to consumers in the event of a security breach. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any data-related consent orders, Federal Trade Commission requirements or orders or other federal, state or international privacy or consumer protection-related laws, regulations or industry self-regulatory principles could result in claims, proceedings or actions against us by governmental entities or others or other liabilities, which could adversely affect our business. In addition, a failure or perceived failure to comply with industry standards or with our own privacy policies and practices could result in a loss of subscribers or merchants and adversely affect our business. Federal, state and international governmental authorities continue to evaluate the privacy implications inherent in the use of third-party web "cookies" for behavioral advertising. The regulation of these cookies and other current online advertising practices could adversely affect our business. Expercoin may have to adapt to such regulations, which may come at a significant expense to Expercoin and/or may implicate Expercoin in claims by state and federal agencies, as well as private parties, based on the violation of these new laws, rules, and regulations.
11. Investors will have no control and Expercoin may only have limited control once the launch occurs. Expercoin is comprised of certain proprietary and open-source technologies that depend on a network of computers to run certain software programs to process transactions. Because of this less centralized model, Expercoin anticipates having limited control over the Expercoin Token and the Expercoin Ecosystem once launched. In addition, the Investors are not and will not be entitled, to vote or receive dividends or be deemed the holder of capital stock of Expercoin for any purpose, nor will anything be construed to confer on the Investors any of the rights of a stockholder of Expercoin 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.
In some jurisdictions purchaser are required to have specific qualifications to purchase Expercoin Tokens. For example, only persons of adequate financial means who have no need for present liquidity should consider purchasing the purchase rights set forth in the SAFT offered hereby because:
- purchasing a SAFT involves a number of significant risks see the risk factors described herein and in the Memorandum; and
- no market exists for the SAFTs or the purchase rights contained therein, and none is likely to develop in the reasonably foreseeable future.
This Offering is intended to be a private offering that is exempt from registration under the Securities Act and applicable state securities laws.
In the United States there may be purchaser suitability requirements as outlined below. It is the responsibility of each purchaser to verify if any of those requirements apply.
For U.S. Persons (as defined below), this Offering is limited solely to “accredited investors” as defined in Regulation D under the Securities Act, meaning only those persons or entities coming within any one or more of the following categories:
- Any bank, as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; any broker-dealer registered pursuant to Section 15 of the Exchange Act; any insurance company, as defined in Section 2(13) of the Securities Act; any investment company registered under the Investment Company Act of 1940 or a business development company, as defined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the United States Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; and any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, that is either a bank, savings and loan association, insurance company or registered investment advisor, if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by person(s) that are accredited investor(s);
- Any private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940;
- Any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, any corporation, Massachusetts or similar business trust, or company, not formed for the specific purpose of acquiring the Common Stock, with total assets in excess of $5,000,000;
- Any director or executive officer of Expercoin;
- Any natural person whose individual net worth, or joint net worth with that person’s spouse, exclusive of the value of the person’s primary residence net of any mortgage debt and other liens, at the time of his or her purchase exceeds $1,000,000;
- Any natural person who had an individual income in excess of $200,000, or joint income with that person’s spouse in excess of $300,000, in each of the two most recent years and who reasonably expects to reach the same income level in the current year;
- Any trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Common Stock, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D; or
- Any entity all of whose equity owners are accredited investors.
The term “net worth” means the excess of total assets over total liabilities, exclusive of the value of your primary residence net of any mortgage debt and other liens. In determining income, you should add to your adjusted gross income any amounts attributable to tax-exempt income received, losses claimed as a limited partner in any limited partnership, deductions claimed for depreciation, contributions to an IRA or Keogh retirement plan, alimony payments and any amount by which income from long-term capital gains had been reduced in arriving at adjusted gross income. You will be required to represent to Expercoin in writing that you are an accredited investor under Regulation D, as described above, and may also be required to provide certain documentation in support of such representation. In addition to the foregoing requirement, you must also represent in writing that you are acquiring the SAFT for your own account and not for the account of others and not with a view to resell or distribute such securities.
The term “U.S. Person” (as defined in Regulation S under the Securities Act) means:
- A natural person resident in the United States;
- A partnership or corporation organized or incorporated under the laws of the United States;
- An estate of which any executor or administrator is a U.S. Person;
- A trust of which any trustee is a U.S. Person;
- An agency or branch of a foreign entity located in the United States;
- A nondiscretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;
- A discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated and (if an individual) resident in the United States; and
- A corporation or partnership organized under the laws of any foreign jurisdiction and formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts. “United States” or “U.S.” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.
Non-U.S. Purchaser Eligibility Requirements
Each Purchaser who is a Non-U.S. Person (as defined below) must represent in writing that he, she, or it has satisfied and is in full observance of the laws of such Purchaser’s jurisdiction in connection with any invitation to purchase a SAFT, including (i) the legal requirements within such purchaser’s jurisdiction for the purchase of SAFT and the subsequent conversion into Expercoin Tokens, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the SAFT. The Purchaser’s subscription and payment for, and the Purchaser’s continued beneficial ownership of, the SAFT and Expercoin Tokens will not violate any applicable securities or other laws of such Purchaser’s jurisdiction. The term “Non-U.S. Person” (as defined in Rule 902(k)(2) of the Securities Act) means: 1. A discretionary account or similar account (other than an estate or trust) held for the benefit or account of a Non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States; 2. A estate of which any professional fiduciary acting as executor or administrator is a U.S. Person if: 1. An executor or administrator of the estate who is not a U.S. Person has sole or shared investment discretion with respect to the assets of the estate; and 2. The estate is governed by foreign law; 1. Any trust of which any professional fiduciary acting as trustee is a U.S. Person, if a trustee who is not a U.S. Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. Person; 2. An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country; 3. An agency or branch of a U.S. Person located outside the United States if: 1. The agency or branch operates for valid business reasons; and 2. The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; 1. The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.
There may other purchaser eligibility requirements. It is the responsibility of each purchaser to verify if any of those requirements apply.
The USA PATRIOT Act may apply to determine the eligibility of each purchaser. The USA PATRIOT Act is designed to detect, deter and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial institutions. Since April 24, 2002, all United States brokerage firms have been required to have comprehensive anti-money laundering programs in effect. To help you understand these efforts, Expercoin wants to provide you with some information about money laundering and Expercoin efforts to help implement the USA PATRIOT Act. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering and terrorism. The use of the United States financial system by criminals to facilitate terrorism or other crimes could taint our financial markets. According to the United States State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year.
Under new rules required by the USA PATRIOT Act, Expercoin anti-money laundering program will designate a special compliance officer, set up employee training, conduct independent audits and establish policies and procedures designed to detect and report suspicious transaction and ensure compliance with the new laws and rules. As part of Expercoin required program, we may ask you to provide various identification documents or other information. Until you provide the information or documents that Expercoin needs, we may not be able to effect any transactions for you.
You should check the Office of Foreign Assets Control (the “OFAC”) website at http:// www.treas.gov/ofac before making the following representations: You represent that the amounts spent by you in this Offering were not and are not directly or indirectly derived from any activities that contravene Federal, state or international laws and regulations, including antimony laundering laws and regulations. Federal regulations and Executive Orders administered by the OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of the OFAC-prohibited countries, territories, individuals and entities can be found on the OFAC website at http://www.treas.gov/ofac. In addition, the programs administered by the OFAC (the “OFAC Programs”) prohibit dealing with individuals or entities in certain countries, regardless of whether such individuals or entities appear on any OFAC list:
- you represent and warrant that none of: (1) you; (2) any person controlling or controlled by you; (3) if you are a privately-held entity, any person having a beneficial interest in you; or (4) any person for whom you are acting as agent or nominee in connection with purchasing a SAFT is a country, territory, entity or individual named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that Expercoin may not accept any subscription amounts from a prospective purchaser if the purchaser cannot make the representation set forth in the preceding sentence. You agree to promptly notify Expercoin should you become aware of any change in the information set forth in any of these representations. You are advised that, by law, Expercoin may be obligated to “freeze the account” of any purchaser, either by prohibiting additional subscriptions from it, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations, and that Expercoin may also be required to report such action and to disclose such purchaser’s identity to the OFAC;
- you represent and warrant that none of: (1) you; (2) any person controlling or controlled by you; (3) if you are a privately-held entity, any person having a beneficial interest in you; or (4) any person for whom you are acting as agent or 1. these individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs; 2. nominee in connection with this Offering is a senior foreign political figure (“senior foreign political figure ” is defined as a senior official in the executive, legislative, administrative, military or judicial branch of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure), or any immediate family member (“Immediate family ” of a senior foreign political figure typically includes such figure’s parents, siblings, spouse, children and in-laws) or close associate of a senior foreign political figure (“close associate ” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with such senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of such senior foreign political figure); and If you are affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if you receive deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank, you represent and warrant to Expercoin that: (1) the Foreign Bank has a fixed address, and not solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct its banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate. Expercoin is entitled to rely upon the accuracy of your representations to each of them. Expercoin may, but under no circumstances shall it be obligated to, require additional evidence that a prospective Purchaser meets the standards set forth above at any time prior to its acceptance of a prospective Purchaser’s subscription. You are not obligated to supply any information so requested by Expercoin, but Expercoin may reject a subscription from you or any person who fails to supply such information.
Certain Income Tax Considerations
Set forth below is a summary discussion of certain U.S. federal income tax consequences relating to a purchase of a SAFT and the acquisition, ownership and disposition of Expercoin Tokens issued pursuant to a SAFT by Purchasers. This summary does not attempt to present all aspects of the U.S. federal income tax laws or any state, local or foreign laws that may affect the purchase of a SAFT or Expercoin Tokens. In addition, this summary does not consider the circumstances of particular purchasers, some of which (such as financial institutions, insurance companies, regulated investment companies, tax-exempt organizations, dealers, traders who elect to mark their investment to market, persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar and persons subject to the alternative minimum tax) are subject to special tax regimes. Furthermore, unless otherwise noted below, this summary does not address the U.S. federal income tax issues relevant to Expercoin or to members of our Community. This summary is general in nature and should not be construed as tax advice to any prospective Purchaser. No ruling has been or will be requested from the Internal Revenue Service (the “IRS”) and no assurance can be given that the IRS will agree with the tax consequences described in this summary. The following discussion assumes that each prospective Purchaser will acquire Expercoin Tokens as a capital asset for U.S. federal income tax purposes (generally, property held for investment). This description is based on the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), existing, proposed and temporary U.S. Treasury Regulations and judicial and administrative interpretations thereof, in each case as available on the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax consequences described below. The following discussion is limited to prospective Purchasers who are “United States persons” within the meaning of the Code. Each prospective Purchaser should consult with its own tax advisor in order to fully understand the United States federal, state, local and foreign income tax consequences of purchasing a SAFT or Expercoin Tokens. No legal or tax advice is hereby given to any prospective Purchaser. Transactions involving a SAFT and similar instruments, as well as Initial Coin Offerings (“ICOs”) and token transactions, are relatively new and it is more than likely that the IRS will issue guidance, possibly with retroactive effect, impacting the taxation of Purchasers of a SAFT, participants in an ICO, and holders of Expercoin Tokens. Future tax guidance from the IRS (or guidance resulting from future judicial decisions) could negatively impact.
Expercoin intends to treat the execution of the SAFT as the execution of a contract for the purchase of Expercoin Tokens, to be delivered to a purchaser upon Expercoin Ecosystem launch, as more fully described in the SAFT. Expercoin intends to treat the SAFT neither as an equity interest nor as a debt interest in Expercoin for any income tax purposes. The amount paid by a purchaser upon entering into the SAFT should be a nondeductible expense for assets purchasing for income tax purposes. The tax treatment of a SAFT is not entirely clear. It is possible that the tax authorities may challenge Expercoin intended treatment of the SAFT, for example, treating amounts paid by a purchaser upon entering into the SAFT as a prepayment for services to be rendered, or treating the SAFT as a form of equity interest in the assets of Expercoin, in which case the income tax consequences to a purchaser and Expercoin of the execution of a SAFT could differ from those described above.
Upon Expercoin Ecosystem launch, Expercoin will issue Expercoin Tokens to each holder of a SAFT pursuant to the terms of the applicable SAFT. Expercoin will treat the issuance of Expercoin Tokens to a purchaser under a SAFT as a purchase of property (that is, the Expercoin Tokens) by the purchaser. EXPERCOIN intends to treat Expercoin Tokens neither as equity interests nor as debt interests in Expercoin for U.S. federal income tax purposes. A Purchaser should generally have a tax basis for U.S. federal income tax purposes in the Tokens it acquires from Expercoin equal to the amount of U.S. dollars such Purchaser advanced under the SAFT or, if such purchaser exchanged Expercoin token using Bitcoin or Ether, the value thereof in U.S. dollars at the applicable exchange rate on the date of such exchange. The purchaser’s holding period in the Expercoin Tokens should begin on the day the Expercoin Tokens are issued to the purchaser. Under this treatment, Expercoin would have income upon issuance of the Expercoin Tokens to a Purchaser generally equal to the amount of U.S. dollars such Purchaser advanced under the SAFT or, if such purchaser exchanged for Expercoin token using Bitcoin or Ether, the value thereof in U.S. dollars at the applicable exchange rate on the date of such exchange.
While a purchase of property, such as Expercoin Tokens, generally is not taxable to the buyer (in this case, the Purchaser) for U.S. federal income tax purposes, a purchaser that exchanges Bitcoin or Ether as its form of payment for the SAFT may have taxable gain or loss on such exchange to the extent the purchaser’s adjusted tax basis in Bitcoin or Ether used to purchase the SAFT (expressed in U.S. dollars) is less than or greater than, respectively, the applicable exchange rate for Bitcoin or Either (expressed in U.S. dollars) upon the acquisition of Expercoin Tokens pursuant to the SAFT.
However, the tax treatment of Expercoin Tokens is not entirely clear. It is possible that the IRS may challenge Expercoin intended treatment of the issuance of Expercoin Tokens under a SAFT, in which case the U.S. federal income tax consequences to a Purchaser and Expercoin of an issuance of Expercoin Tokens under a SAFT could differ from those described above. The remainder of this summary assumes that Expercoin intended treatment of the SAFT and the Expercoin Tokens will be respected.
A Purchaser who sells, exchanges, or otherwise disposes of the Expercoin Tokens for U.S. dollars or other property (including pursuant to an exchange of such Expercoin Tokens for other convertible virtual currencies such as Bitcoin and Ether) should, pursuant to IRS Notice 2014-21, recognize capital gain or loss in an amount equal to the difference between the fair market value of the property received in exchange for such Expercoin Tokens and the purchaser’s adjusted tax basis in the Expercoin Tokens, as described above. This capital gain may be long-term if the Purchaser has held its Expercoin Tokens for more than one year prior to disposition.
THE TAX TREATMENT OF THE SAFT, THE PURCHASE RIGHTS CONTAINED THEREIN AND THE EXPERCOIN TOKEN DISTRIBUTION IS UNCERTAIN AND THERE MAY BE ADVERSE TAX CONSEQUENCES FOR PURCHASERS UPON CERTAIN FUTURE EVENTS. PURCHASING A SAFT AND ACQUIRING EXPERCOIN TOKENS PURSUANT THERETO MAY RESULT IN ADVERSE TAX CONSEQUENCES TO PURCHASERS, INCLUDING WITHHOLDING TAXES, INCOME TAXES AND TAX REPORTING REQUIREMENTS. EACH PURCHASER SHOULD CONSULT WITH AND MUST RELY UPON THE ADVICE OF ITS OWN TAX ADVISORS WITH RESPECT TO THE U.S. AND NON-U.S. TAX TREATMENT OF PURCHASING A SAFT AND THE RIGHTS CONTAINED THEREIN.
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 purchasers 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.
1. Notice to residents of the United States: the offer and sale of the SAFT has not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of certain states and is only be sold to “accredited investors.” The SAFT may not be offered, sold or otherwise transferred, pledged or hypothecated except as permitted under the act and applicable state securities laws pursuant to an effective registration statement or an exemption therefrom.
2. Notice to residents of Canada: the SAFT may be sold only to purchasers purchasing as principal that are both “accredited investors” as defined in National Instrument 45-106 prospectus and registration exemptions and “permitted clients” as defined in National Instrument 31-103 registration requirements, exemptions and ongoing registrant obligations. Any resale of the securities must be made in accordance with an exemption from the prospectus requirements and in compliance with the registration requirements of applicable securities laws.
3. Notice to residents of China: the SAFTs are not being, and may not be, offered or sold, directly or indirectly, within the People’s Republic of China (for such purposes, not including the Hong Kong and Macau Special Administrative Regions or Taiwan), except as permitted by the securities and other laws and regulations of the People’s Republic of China. The SAFTs may only be offered or sold to PRC purchasers that are authorized to engage in the purchase of instruments of the type being offered or sold. PRC purchasers are responsible for obtaining all relevant government regulatory approvals/licenses, verification and/or registration themselves, and complying with all relevant PRC regulations, including any relevant foreign exchange and overseas investment regulations.
4. Notice to residents of Hong Kong: SAFTs may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute any offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (cap. 32 of the laws of Hong Kong) (the “CWUMP Ordinance”) or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (cap. 571 of the laws of Hong Kong) (“Securities and Futures Ordinance”), or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the CWUMP Ordinance, and no advertisement, invitation or document relating to the SAFT may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to instruments which are or are intended to be disposed of only to persons outside of Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.
5. Notice to residents of the European Economic Area: in relation to each member state of the European Economic Area which has implemented the prospectus directive (each, a “relevant member state”), the SAFT and any related documents are being distributed only to, and directed only at (and any related purchase activity will be engaged only with: (a) a legal entity that is a qualified investor as defined in the prospectus directive, (b) fewer than 150 natural or legal persons (other than qualified investors as defined in the prospectus directive), subject to obtaining the prior consent of any representative for any such offer; or (c) person the sales to whom would be in any other circumstance falling within article 3(2) of the prospectus directive; provided that no such transaction may result in a requirement for the publication by us of a prospectus pursuant to article 3 of the prospectus directive. The expression “prospectus directive” means directive 2003/71/ec (as amended), including by directive 2010/73/eu, and includes any relevant implementing measure in the relevant member state. This European Economic Area selling restriction is in addition to any other applicable selling restrictions set out below.
6. Notice to residents of the United Kingdom: in the United Kingdom the SAFT is being distributed only to, and is directed only at (and any purchase activity to which it relates will be engaged only with): (i) investment professionals (within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “FPO”)); (ii) persons or entities of a kind described in Article 49 of the FPO; (iii) certified sophisticated investors (within the meaning of Article 50(1) of the FPO); and (iv) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action in connection with the SAFT or based upon any documents used in connection therewith. It is a condition of your acquisition of the SAFT that you warrant to Expercoin, its directors, and its officers that you are a relevant person. The SAFT and any documents used in connection therewith have not been approved by any authorized person.
7. Notice to residents of Japan: the SAFT is being offered to a limited number of qualified institutional investors (tekikaku kikan toshika, as defined in the Securities Exchange Law of Japan (law no. 25 of 1948, as amended)) and/or a small number of investors, in all cases under circumstances that will fall within the private placement exemption from the registration requirements of the securities exchange law and other relevant laws and regulations of Japan. As such, the SAFT has not been registered and will not be registered under the Securities Exchange Law of Japan. The purchaser of the SAFT agrees not to re-transfer or re-assign the SAFT to anyone other than non-residents of Japan except pursuant to a private placement exemption from the registration requirements of, and otherwise in compliance with, the securities exchange law and other relevant laws and regulations of Japan.
8. Notice to the residents of the Russian Federation: the SAFT and any related documents are not an offer, or an invitation to make offers, to sell, purchase, exchange or otherwise transfer securities or foreign financial instruments to or for the benefit of any person or entity resident, incorporated, established or having their usual residence in the in the Russian Federation, except “qualified investors” (as defined under Russian securities laws) to the extent permitted under Russian securities laws. The SAFT and any documents used in connection therewith are not an advertisement in connection with the “placement” or a “public circulation” (as both terms are defined under Russian securities law) of any securities, and the SAFT is not intended for “placement” or “public circulation” in the Russian Federation, in each case unless otherwise permitted under Russian securities laws. Neither the SAFT nor a prospectus relating hereto has been or will be registered with the central bank of the Russian Federation.
9. Notice to residents of Singapore: the SAFT and any documents used in connection therewith have not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act, chapter 289 of Singapore (“SFA”). Accordingly, the SAFT and any other document in connection with the offer or sale, or invitation for subscription or purchase, thereof may not be circulated or distributed, nor may it be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor under section 274 of the SFA, (ii) to a relevant person pursuant to section 275(1), or any person pursuant to section 275(1a), and in accordance with the conditions specified in section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the SAFT is subscribed for or purchased under section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in section 4a of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the shares under section 275 of the SFA except: (1) to an institutional investor under section 274 of the SFA or to a relevant person (as defined in section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than s$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in section 276(7) of the SFA, or (6) as specified in regulation 32.
10. Notice to residents of South Korea: the SAFT and any documents used in connection therewith are not, and under no circumstances may be construed as, a public offering of securities in South Korea. Neither Expercoin nor any placement agent may make any representation with respect to the eligibility of any person to acquire the SAFT under the laws of South Korea, including, without limitation, Indirect Investment Asset Management Business Law, the Securities and Exchange Act and the Foreign Exchange Transaction Act and regulations thereunder. The SAFT has not been registered under the Securities and Exchange Act, Securities Investment Trust Business Act or the Securities Investment Company Act of South Korea and the SAFT may not be offered, sold or delivered, directly or indirectly, or offered or sold to any person for reoffering or resale, directly or indirectly, in South Korea or to any resident of South Korea, except pursuant to the applicable laws and regulations of South Korea.
11. Notice to residents of Switzerland: SAFTs may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. SAFTs and any related documents have been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither SAFTs nor any related marketing material may be publicly distributed or otherwise made publicly available in Switzerland. SAFTs and any related marketing materials have not been and will not be filed with or approved by any Swiss regulatory authority, particularly including the Swiss Financial Market Supervisory Authority (“FINMA”), and it has not been authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The protections afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of SAFTs.
12. Notice to residents of Israel: Expercoin does not intend to offer the SAFT to the public in Israel within the meaning of the Israeli Securities Law, 1968, or offer SAFTs, within any specific year, to more than 35 offerees resident in Israel. Each offeree must and hereby does warrant to Expercoin that it is purchasing SAFTs for investment purposes only and not for purposes of resale.
13. Notice to residents of Ukraine: the SAFTs and any documents used in connection therewith do not constitute an offer of the SAFTs or Expercoin Tokens in the Ukraine. The SAFTs or Expercoin Tokens have not been offered or sold, and will not be offered or sold, directly or indirectly, in the Ukraine, except as may be permitted by law.
14. Notice to residents of Cayman Islands: the SAFTs and any documents used in connection therewith do not constitute a public offer of the SAFTs or Expercoin Tokens, whether by way of sale or subscription, in the Cayman Islands. The SAFTs or Expercoin Tokens have not been offered or sold, and will not be offered or sold, directly or indirectly, in the Cayman Islands, except as may be permitted by law without creating an obligation for Expercoin to register in the Cayman Islands.
15. Notice to residents of India: the SAFTs and any documents used in connection therewith and any related documents do not constitute an offer to sell to or an offer to buy interest from any person other than the person to whom this document has been sent by Expercoin or its authorized agents. The SAFTs and any documents used in connection therewith should not be construed as a prospectus. The SAFTs and any documents used in connection therewith are not being offered for sale or subscription but are being privately placed with a limited number of sophisticated investors, and prospective investors must obtain legal advice that they are entitled to subscribe for these instruments and must comply with all relevant Indian laws in this respect.
16. Notice to residents of Australia: no SAFTs, placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (ASIC), in relation to this offering. The SAFTs and any documents used in connection therewith and any related documents do not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (or the Corporations Act) and do not purport to include the information required therefor. Any offer in Australia of The SAFTs and any documents used in connection therewith may only be made to “sophisticated investors” (within the meaning of Section 708(8) of the Corporations Act), “professional investors” (within the meaning of Section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in Section 708 of the Corporations Act so that it is lawful to offer the SAFTs and any documents used in connection therewith without disclosure to investors under Chapter 6D of the Corporations Act. The SAFTs and any documents used in connection therewith must not be offered for sale in Australia in the period of 12 months after the date of allotment under this offering, except in circumstances (i) where disclosure to purchasers under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under Section 708 of the Corporations Act or otherwise or (ii) where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring The SAFTs and any documents used in connection therewith must observe such Australian on-sale restrictions.
17. Notice to residents of Thailand: the SAFTs and any documents used in connection therewith have not be approved by the Office of the Thai Securities Exchange Commission (“TSEC”), and no registration statement and draft prospectus have been filed with the TSEC and have become effective, in reliance on applicable exemptions from such requirements, including for offers to “institutional investors” under the Securities and Exchange Act and any related act or rules.
18. Notice to residents of all other jurisdictions: no action has been taken to permit the offer, sale, possession or distribution of the SAFT or any related documents in any jurisdiction where action for that purpose is required. You are required to inform yourself about, and to observe any restrictions relating to, the SAFT and any related documents in your jurisdiction.