Last updated October 16, 2018
PLEASE READ THE TERMS AND CONDITIONS SET OUT HEREIN CAREFULLY. LOYCHA IS NOT INTENDED TO CONSTITUTE SECURITIES OF ANY FORM OR A COLLECTIVE INVESTMENT SCHEME OR ANY OTHER FORM OF INVESTMENT IN ANY JURISDICTION. ALSO, THIS TERMS AND CONDITIONS DOES NOT CONSTITUTE A PROSPECTUS OR OFFER DOCUMENT OF ANY SORT AND IS NOT INTENDED TO CONSTITUTE AN OFFER OF SECURITIES OF ANY FORM OR A COLLECTIVE INVESTMENT SCHEME OR ANY OTHER FORM OF INVESTMENT IN ANY JURISDICTION. NO REGULATORY AUTHORITY HAS EXAMINED OR APPROVED OF THIS TERMS AND CONDITIONS. THE PROVISION OF THIS TERMS AND CONDITIONS DOES NOT GURENTEE THAT THE APPLICABLE LAWS, REGULATORY REQUIREMENTS OR RULES HAVE BEEN COMPLIED WITH, SO THE COMPANY RECOMMAND YOU MUST REVIEW LEGAL COMPLIANCE OF THIS TERMS AND CONDITIONS IN PROPIRA PERSONA OR WITH YOUR LEGAL COUNSEL. THE OFFER AND SALE OF THIS SECURITY INSTRUMENT 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. ANY INVESTMENT TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO (AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH) THE PURCHASER. THIS DOCUMENT IS DIRECTED ONLY AT THE PURCHASER AND IS NOT INTENDED TO BE CIRCULATED, DISTRIBUTED OR PASSED ON, DIRECTLY OR INDIRECTLY, TO ANY OTHER CLASS OF PERSON. PERSONS WHO ARE NOT THE PURCHASER, INCLUDING THOSE WHO DO NOT HAVE SUCH EXPERIENCE IN SUCH MATTERS, SHOULD NOT TAKE ANY ACTION BASED UPON THIS DOCUMENT AND SHOULD NOT RELY ON ITS CONTENTS.
Loycha Coin, a product of Loycha, SH.P.K
Simple Agreement for Future Tokens(“SAFT”)
THIS CERTIFIES THAT in exchange for the payment by the undersigned purchaser (the “Purchaser”) of the “Purchase Amount”, on the Token Generation Event period, to Loycha SH.P.K, or its nominee (the “Company”), in consideration, the Company hereby issues to the Purchaser the right (the “Right”) to certain units of Loycha Coin (the “Token” or “Loycha Token”), subject to the terms set forth below.
“Dissolution Event” means (i) a voluntary termination of operations of the Company, (ii) a general assignment for the benefit of the Company’s creditors or (iii) any other liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.
LOY means the code referred to as “Loycha Tokens” used to operate applications on the stellar blockchain.
“Malware” means any viruses, Trojans, worms, logic-bombs, keystroke loggers, spyware, adware, denial of service attacks, mining attacks or any other harmful programs, Macros, or similar computer code which is malicious or technologically harmful and is designed to damage or adversely affect the content, software or performance of any platform or the operation of any other computer software or hardware.
“Network address” means the Wallet address and the like that informed by the Purchaser to receive the tokens issued by the Company upon the Network Launch.
“Network Launch” means the earlier of the issuance and sale of Tokens by the Company to the general public in a publicized Token sale, or the issuance of Tokens to accredited investors, under the applicable laws, who have made prior payment for Tokens pursuant to a SAFT.
“SAFT” means an agreement, similar in form and content to this document, containing a future right to units of Tokens purchased by Purchasers, under which a significant portion of the amount raised will be used to fund the development of a blockchain platform (the “Loycha”) that enables users to easily create decentralized applications.
a) Network Launch. If there is a Network Launch before the expiration or termination of this SAFT, the Company will automatically issue to the Purchaser an aggregate number of units of the Token which can be purchased by the Purchase Amount, in accordance with the Token Price. In connection with and prior to the issuance of Tokens by the Company to the Purchaser pursuant to this Section 2(a):
b) Dissolution Event. If there is a Dissolution Event before this SAFT expires or terminates, the Company will pay an amount equal to the Purchase Amount, due and payable to the Purchaser immediately prior to, or concurrent with, the consummation of the Dissolution Event. Any distributed amounts shall be in LOY.
c) Termination. This SAFT will expire and terminate upon the earlier of (i) the issuance of Tokens to the Purchaser pursuant to Section 2(a); or (ii) the payment, or setting aside for payment, of amounts due the Purchaser pursuant to Section 2(b).
a)Due Diligence. As part of the Company’s due diligence procedure, the Purchaser will complete Registration & KYC, AML hereof to verify its identity and its accredited investor status. In addition to the information and documents required in Registration & KYC, AML the Purchaser will provide any further information or documents as reasonably requested by the Company from time to time.
b)Payment Procedure. The Company will accept payment of the Purchase Amount under this SAFT in ETH. The Purchaser will make the required payment of the Purchase Amount to the Company in accordance with the procedures set forth hereof, which may be amended by the Company subject to prior notice to the Purchaser.
c) Transfer of Payment. The Purchaser is solely responsible for ensuring that:
d)No Refund. Unless otherwise stated herein, the Purchaser acknowledges and agrees that the payment of the Purchase Amount is final, irreversible and non-refundable. The Purchaser has no right to request a refund for any reason or to receive money or other compensation from the Company for the Right or any Token.
e)Tax. Any amounts that the Purchaser pay for the Right are exclusive of all applicable taxes. The Purchaser is solely responsible for determining what, if any, taxes apply to the Purchaser’s purchase of the Right, including goods and services, sales, use, value added, and similar taxes. It is the Purchaser’s sole responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. The Company is not responsible for withholding, collecting, reporting, or remitting any taxes including goods and services, sales, use, value added, or similar tax arising from the Purchaser’s purchase of the Right.
f)Cancellation. The Company reserves the rights to deny and invalidate the payments made by the Purchaser, and / or withhold the distribution of the Tokens to the Purchaser, if the Purchaser has, in the opinion of the Company, denied to provide information requested by The Company or made a false, incomplete or misleading representation.
g)Force Majeure. The Company shall not be liable for any non-performance, error, interruption or delay in the performance of its obligations, if due, in whole or in part, directly or indirectly to an event or failure which is beyond its reasonable control (including natural disasters, epidemics, acts of war or terrorism, acts of any government or authority, power failures, Malware, acts or defaults of the Ethereum network and / or any telecommunications network operator or carriers).
h)Prohibition of purchase by minors. Minors under applicable laws may not directly or indirectly purchase tokens. Applicants who wish to purchase Loycha coins should accurately notify to the Company of his/her date of birth.
The Company is a corporation duly organized, validly existing and in good standing under the laws of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
The execution, delivery and performance by the Company of this SAFT is within the power of the Company and, other than with respect to the actions to be taken when Tokens are to be issued to the Purchaser, has been duly authorized by all necessary actions on the part of the Company. This SAFT constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of
To the knowledge of the Company, the performance and consummation of the transactions contemplated by this SAFT do not and will not:
No consents or approvals are required in connection with the performance of the transactions contemplated by this SAFT, other than:
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. Loycha Coin is not a proprietary trade name or trade mark of the Company.