Agreement for Sale and Purchase of Crypto-Tokens
Agreement for Sale and Purchase of Crypto-Tokens
This Agreement is made on ____________, 2017 by and between:
(1) The VeChain Foundation, a corporation duly established under the laws of Singapore, with its registered address at 100 Tras Street #16-01 100 AM Singapore 079027 (the “Foundation”, the address is subject to further change); and
(2) The Enterprises set forth on Schedule I (the “Purchasers”).
The Foundation and the Purchasers are collectively referred to as the “Parties” .
Whereas, the VeChain foundation is going to use the blockchain technology to build trusted and distributed business environment which can be a self-loop and expanded. VeChain creates a cloud platform of Blockchain which digitalizes and interconnects each society party. It links the commercial world and Blockchain together.
VeChain crypto-token, named as “VEN” is the basic element for various business use cases.
Whereas, VeChain is designed to serve as a decentralized consensus-based, full-stack platform for developing, offering, deploying and using smart contracts and distributed application services.
Whereas, users of VeChain will need to hold and consume VEN for the designed functions of VeChain. It is planned that VeChain will comprise one billion (1,000,000,000) VEN in total to be fully created upon the launch of VeChain V3.0 and be held and owned by the Foundation until then.
Whereas, to fund the coding, development, promotion, marketing, ecosystem building and etc., the Foundation would like to sell certain quantity of VEN to the Purchasers for the consideration set forth below.
Whereas, the Purchasers are seasoned in blockchain, distributed ledger technology and crypto-currencies and have been well aware of all the risks associated with VeChain.
NOW THEREFORE, the Parties agree on the followings:
1. Sale and Purchase
1.1 The Foundation hereby agrees to sell to the Purchasers, and the Purchasers hereby agree to purchase from the Foundation. There are eighty million (80,000,000) VEN in the first stage (the “Sold Crypto-Tokens”) free and clear of all liens for the Sale Prices (as defined below), subject to the terms and conditions contained herein. Each Purchaser shall purchase such number of VEN out of the Sold Crypto-Tokens as set forth in Schedule I attached hereto.
1.2 Nothing in this Agreement shall prevent, restrict or prohibit the Foundation from marketing, selling, offering for sale, giving for free, encumbering, issuing any options on or otherwise disposing of any VEN other than the Sold Crypto-Tokens to any third party at any time.
2. Price and Payment
2.1 In consideration of the Sold Crypto-Tokens, the Purchasers shall pay 1/4550 ETH for each VEN out of the Sold Crypto-Tokens to be purchased hereunder and accordingly each Purchaser shall pay such share in the Sale Prices as set forth in Schedule I attached hereto for the portion of Sold Crypto-Tokens to be purchased by the enterprise hereunder (the total price payable by the Purchasers for all the Sold Crypto-Tokens is hereinafter referred to the “Sale Prices” and the price payable by each Purchaser is hereinafter referred to the “Sale Price” of that Purchaser).
2.2 Each Purchaser shall pay the Sale Price payable no later than July 31, 2017, 12:00 PM GMT. For the avoidance of doubt, a transfer of ETH by a Purchaser to the Foundation shall not be deemed a completed payment until there are six (6) confirmations on the Ethereum blockchain for that payment.
2.3 All the payments of the Sale Prices shall be made in ETH only to the following digital wallet address of the Foundation:
All the Purchasers shall transfer their Ethereum payments to the above address only. For the avoidance of doubt, sending ETH by any Purchaser to the above address shall not be deemed a valid payment hereunder until there are six (6) confirmations on the Ethereum blockchain for that sending. Sending to any other Ethereum address or any attempt to double spend ETH in making a payment of any part of the Sale Prices will neither be recognized by the Foundation as a valid payment hereunder nor entitle the sending Purchaser to claim any Sold Crypto-Tokens.
2.4 The Foundation agrees that each Purchaser is only obliged to pay his/her Sale Price set forth in Schedule I attached hereto and is not jointly and severally liable for any other Purchaser’s payment obligation hereunder.
2.5 The proceeds of the Sale Prices to be received by the Foundation will be used to support the coding, development, promotion, marketing, ecosystem building and etc. To that end, the Foundation will formulate and resolve the detailed plan to use the Sale Prices (together with other proceeds that it may have) and may choose to make its financial plan, books, accounts or other financial information publicly available in due course. The Foundation may from time to time convert the Sale Prices into any fiat currency that it deems fit.
3. Delivery of Sold Crypto-Tokens
3.1 The Sold Crypto-Tokens (VEN) will be available for claim and delivery upon the launch of VeChain3.0 and the genesis block thereof being generated (the “Launch”)
3.2 The Sold Crypto-Tokens will only be delivered to each Purchaser in such way that such Purchaser runs the VeChain wallet program released by the Foundation to claim the Sold Crypto-Tokens with the ETH private key of the sending address out of which that Purchaser has made a valid payment of the Sale Price. For this purpose, the relevant ETH private key of each Purchaser’s sending address will be required to be imported into the VeChain wallet for that Purchaser to claim his/her share in the Sold Crypto-Tokens.
3.3 The Parties acknowledge and agree that the Foundation is still in the process of developing VeChain by the date hereof and has no fixed timeline for the Launch. As a result, the Foundation is not committed to any specific time or deadline of the delivery of the Sold Crypto-Tokens or the Launch.
3.4 Notwithstanding anything to the contrary stated herein, claiming the Sold Crypto-Tokens by any Purchaser will be conditioned upon the satisfaction of the following:
(i) The Launch has taken place;
(ii) the official VeChain wallet program has been released by or behalf of the Foundation;
(iii) the Purchaser controls the exact Ethereum private key of the sending address out of which that Purchaser has duly paid the Sale Price in accordance with Section 2, and such Ethereum private key has never been exposed or accessible to anyone else;
(iv) the Purchaser is correctly running and operating the VeChain wallet to import the relevant Ethereum private key in accordance with the instructions given by the Foundation from time to time.
3.5 The Foundation will not, and shall not be obliged to, personally send any Sold Crypto-Token to any Purchaser at any time. Nor does the Foundation guarantee that all the conditions mentioned above will be satisfied at any given time. Since anyone who controls the Ethereum private key of a valid payment hereunder will be able to claim the Sold Crypto-Token, the Foundation will not be responsible for the loss, divulge or theft of any Purchaser’s Ethereum private key which renders that Purchaser unable to claim the Sold Crypto-Token.
4. Representations and Warranties
4.1 The Foundation represents and warrants that:
(i) it is a corporation duly established and validly existing under the laws of Singapore and has all requisite power and authority to carry on its activities;
(ii) all internal actions required to be taken by the Foundation or its governing body in order to authorize the Foundation to enter into this Agreement, and to sell the Sold Crypto-Tokens, have been taken or will be taken prior to the Closing. All actions on the part of the Foundation necessary for the execution and delivery of this Agreement, the performance of all obligations of the Foundation under this Agreement, and the delivery of the Sold Crypto-Tokens have been taken or will be taken prior to the Launch. This Agreement, when executed and delivered by the Foundation, shall constitute valid and legally binding obligations of the Foundation, enforceable against the Foundation in accordance with their respective terms except as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies;
(iii) no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Foundation in connection with the consummation of the transactions contemplated by this Agreement;
(iv) it has sufficient technical capability and resources to develop VeChain and make the Sold Crypto-Tokens available for being claimed by the Purchasers (without prejudice to its discretion on aborting VeChain development for any technical reasons);
(v) the source code of VeChain will be open to public after the completion of development and will not violate any intellectual property rights of any third party;
(vi) VEN will be the only native cryptographic tokens embedded in the open-source decentralized software program of VeChain and are needed for using certain designed functions thereof;
(vii) other than useable for certain designed functions of VeChain, VEN does not necessarily have any value (including investment value);
(viii) VEN by nature does not stand for or function as:
(a) equity interest (or its like) in or obligations of the Foundation or any other entity in any jurisdiction;
(b) investment of any kind in any venture;
(c) any securities having intrinsic value or market price; or
(d) any commodity or asset that any person is obliged to redeem or purchase; and
(ix) No public market now exists or will necessarily exist for VEN.
4.2 Each of the Purchasers represents and warrants that:
(i) The enterprise should be under the laws of the jurisdiction;
(ii) no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the purchaser’s part in connection with the consummation of the transactions contemplated by this Agreement;
(iii) the enterprise and/or its authorized person should be investor, expert, technician and/or professional in the fields of blockchain, distributed ledger technology and crypto-currencies and is fully aware of the risks associated with the development and use of VeChain;
(iv) the enterprise and/or its authorized person is legally permitted to purchase, receive and hold crypto-tokens like VEN;
(v) the purchase of the Sold Crypto-Tokens is voluntary and based on the management judgement without being coerced, solicited or misled by anyone else;
(vi) the authorized person of the enterprise is experienced in and capable of maintaining and safekeeping the Ethereum private key of the sending address out of which he/she makes any payment of the Sale Price;
(vii) The enterprise has cooperation with VeChain. The management had an opportunity to discuss VeChain’s underlying protocol, consensus mechanism, algorithm, coding, designed functions and other technical features and details with the Foundation and has perused and comprehended the VeChain Development Concept;
(viii) The enterprise is purchasing the Sold Crypto-Tokens primarily for using the designed functions of VeChain and does not contemplate to use VEN for any speculative, illegal or non-ethical purpose; and
(ix) The enterprise is purchasing the Sold Crypto-Tokens for its own benefit and is not acting as a nominee or agent for or on behalf of any third party.
4.3 Each of the Parties acknowledges that it has entered into this Agreement in reliance upon the other Party’s representations and warranties being true, accurate, complete and non-misleading.
Each Purchaser shall declare, bear and pay all such taxes, duties, imposts, levies, tariffs and surcharges that might be imposed by the laws and regulations of any jurisdiction as a result of or in connection with the receipt, holding, use, purchase, appreciation, trading or divestment of any portion of the Sold Crypto-Tokens. And each Purchaser shall be solely liable for all such penalties, claims, fines, punishments, liabilities or otherwise arising from its underpayment, undue payment or belated payment of any applicable tax with respect to the transactions contemplated hereby. The Foundation gives no advice and makes no representation as to the tax implication of any Purchaser’s purchase and holding of the Sold Crypto-Tokens.
The Purchasers have fully been aware of and recognized the following risks associated with VeChain and the Sold Crypto-Tokens and the Foundation hereby disclaims any liability for or in connection with the following:
6.1 Insufficient Information Disclosure
VeChain is in the stage of development and its philosophy, consensus mechanism, algorithm, code and other technical specifications and parameters could be updated and changed frequently and constantly. While the Development Concept of VeChain has contained the then up-to-date key information of VeChain, it is not absolutely complete and is subject to adjustments and updates that the Foundation might make from time to time for certain purposes. The Foundation is not in a position, nor obliged, to keep the Purchasers closely posted on every detail of VeChain development (including its progress and expected milestones) and therefore will not provide the Purchasers with timely and full access to all the information relating to VeChain that may be generated from time to time. The insufficiency of information disclosure is inevitable and desirable.
6.2 Regulatory Measures
Crypto-tokens are being, or may be, scrutinized by the regulatory authorities of various jurisdictions. The Foundation may receive queries, notices, warnings, requests or rulings from one or more regulatory authorities from time to time, or may even be ordered to suspend or discontinue any action in connection with VeChain or the Sold Crypto-Tokens. The development, marketing, promotion or otherwise of VeChain or the Sold Crypto-Tokens may be seriously affected, hindered or terminated as a result. And since regulatory policies could change from time to time, existing regulatory permission or tolerance on VeChain or the Sold Crypto-Tokens in any jurisdiction could be just temporary. VEN could be defined from time to time as virtual commodity, digital asset or even securities or currency in various jurisdictions and therefore could be prohibited from being traded or held in certain jurisdictions pursuant to local regulatory requirements;
Advances in cryptography, such as code cracking or technical advances such as the development of VeChain computers, could present risks to all cryptography-based systems including VeChain. This could result in the theft, loss, disappearance, destruction or devaluation of VEN. To a reasonable extent, the Foundation will be prepared to take proactive or remedial steps to update the protocol underlying VeChain in response to any advances in cryptography and to incorporate additional reasonable security measures where appropriate. It is impossible to predict the future of cryptography or the future of security innovations to an extent that would permit the Foundation to accurately guide the development of VeChain to take into account unforeseeable changes in the domains of cryptography or security.
6.4 Development Failure or Abortion
VeChain is still in the process of development, rather than a finished product ready to launch. Due to the technological complexity and difficulty that may be uncertain, unforeseeable and/or insurmountable, the development of VeChain could fail or abort at any time for any reason (including insufficiency of funds).
6.5 Flaws in Source Code
Nobody can guarantee the source code of VeChain to be flaw-free. It may contain certain flaws, errors, defects and bugs, which may disable some functionality for users, expose users’ information or otherwise. Such flaw would compromise the usability and/or security of VeChain and consequently bring adverse impact on the value of VEN. Open source codes rely on transparency to promote community-sourced identification and solution of problems within the code. The Foundation will work closely together with the VeChain community to keep improving, optimizing and perfecting the source code of VeChain onwards.
6.6 Update of Source Code
The source code of VeChain could be updated, amended, altered or modified from time to time by the developers and/or the community of VeChain. Nobody is able to foresee or guarantee the precise result of such update, amendment, alteration or modification. As a result, any update, amendment, alteration or modification could lead to an unexpected or unintended outcome that adversely affects VeChain’s operation or VEN’s market value.
6.7 Security Weakness
VeChain Blockchain rests on open-source software and is an unpermissoned distributed ledger. Regardless of the Foundation’s effort to keep the blockchain secure, anyone may intentionally or unintentionally introduce weaknesses or bugs into the core infrastructural elements of VeChain which the security measures adopted by the Foundation is unable to prevent or remedy. This may consequently result in the loss of VEN or any other digital tokens held by a Purchaser.
6.8 “Distributed Denial of Service” Attack
VeChain Blockchain is designed to be public and unpermissioned and therefore may suffer cyber-attacks of “distributed denial of service” from time to time. Such attacks will adversely affect, stagnate or paralyze the network of VeChain blockchain and accordingly render the transactions thereon delayed to be recorded in the blocks of VeChain blockchain or even temporarily unable to be performed.
6.9 Insufficiency of Processing Power
The rapid growth of VeChain will be accompanied by a surge of transaction numbers and demand of processing power. If the demand of processing power outgrows how much the nodes of VeChain’s blockchain network can then provide, the network of VeChain could be destabilized and/or stagnated, and there could be fraudulent or false transactions such as “double-spending” to arise. In the worst-case scenario, the VEN held by the Purchasers could be lost, and rollback or even hardforking of VeChain Blockchain could be triggered. All these aftermaths would do harm to the usability, stability and security of VeChain and the value of VEN.
6.10 Private Key
The loss or destruction of a private key required to access VEN may be irreversible. VEN are controllable only by the possessor of both the relevant unique public and private keys through the local or online VeChain wallet. Each Purchaser is required to safeguard the private keys contained in the compamy’s own VeChain wallet(s). To the extent such private key of a Purchaser is lost, missing, divulged, destroyed or otherwise compromised, neither the Foundation nor anyone else will be able to help the Purchaser access or retrieve the related VEN.
VeChain is an open source project initiated by the Foundation and supported by the community. Although the Foundation is influential in the community of VeChain, it does not monopolize the development, marketing, operation or otherwise of VeChain. Anybody may develop a patch or upgrade of the source code of VeChain without prior authorization of anyone else. The acceptance of VeChain patches or upgrades by a significant, but not overwhelming, percentage of the VEN holders could result in a “fork” in VeChain Blockchain, and consequently the operation of two separate networks will emerge and remain until the forked blockchains are merged. The temporary or permanent existence of forked blockchains could adversely impact the operation and the market value of VeChain and VEN, and in the worst case scenario, could ruin the sustainability of VeChain. While such a fork in VeChain Blockchain would possibly be resolved by community-led efforts to merge the forked blockchains, the success is not guaranteed and could take long to achieve.
While the total supply and circulation of VEN in the first instance will be limited to one billion (1,000,000,000), such quantity could increase as a result of the adoption of a patch or upgrade of VeChain source code. The resulting inflation of VEN supply could lead to the drop of market price, and consequently VEN holders (including the Purchasers) could suffer economic losses. It is not guaranteed that a Purchaser or VEN holder would be compensated or made good somehow for the VEN inflation.
The value of VEN hinges heavily on the popularity of VeChain. VeChain is not expected to be popular, prevalent or widely used soon after the Launch. The worst-case scenario is that VeChain may even remain marginalized in the long run, appealing to only a minimal portion of the users and application developers. By contrast, a significant portion of VEN demand could be of speculative nature. The lack of users and commercial utilization may result in increasing volatility of VEN price and consequently compromise VeChain’s long-term development.
VEN is not a currency issued by any individual, entity, central bank or national, supra-national or quasi-national organization, nor is it backed by any hard assets or other credit. The circulation and trading of VEN on the market depends on the consensus on its value between the relevant market participants. Nobody is obliged to redeem or purchase any VEN from any Purchaser or VEN holder. Nor does anyone guarantee the liquidity or market price of VEN to any extent. To divest VEN portfolio, a VEN holder would have to locate one or more willing buyers to purchase the same at a mutually agreed price, which process could be costly and time-consuming. And there could be no crypto-currency exchange or other public market having VEN listed thereon for trading.
VeChain’s underlying protocol is based on an open-source computer software such that nobody claims copyright of the source code. As a result, anyone can legally copy, replicate, reproduce, engineer, modify, upgrade, improve, recode, reprogram or otherwise utilize the source code and/or underlying protocol of VeChain in an attempt to develop a competing protocol or software, which is out of the Foundation’s control and may consequently compromise the value of VeChain and VEN. The Foundation will in no case be capable of eliminating, preventing, restricting or minimizing such competing efforts that aim to contest with or overtake VeChain.
7.1 This Agreement will be terminated by the Foundation prior to the Launch if any of the following occurs:
(i) for any cause the Foundation elects to abort the development of VeChain prior to the Launch by making at least ten (10) days’ notice to each Purchaser;
(ii) the development of VeChain is required by any applicable law to terminate before the Launch;
(iii) the development of VeChain discontinues as a result of any force majeure event, which cannot be resumed within three (3) months; and
(iv) the sale and purchase of the Sold Crypto-Tokens is illegal, invalid, prohibited by any government in any jurisdiction, or forced by any applicable law to cease.
7.2 The Foundation shall be entitled to terminate with immediate effect the purchase by any Purchaser hereunder in case of (i) that Purchaser’s failure to pay Sale Price in accordance with Section 2; or (ii) that Purchaser’s breach the confidentiality obligation set forth in Section 9, provided in each case that the purchases of the Sold Crypto-Tokens between the other Purchasers and the Foundation shall remain in full force and effect. No other Purchaser shall be entitled to any pre-emptive right to purchase the portion of Sold Crypto-Tokens that fail to be purchased by the defaulting Purchaser unless the Foundation agrees otherwise.
8. Force Majeure
8.1 Force majeure shall mean all events which are beyond the reasonable control and not arising out of the fault or negligence of a Party and which are unforeseen, or if foreseen, reasonably unavoidable, and which arise after the date of this Agreement by such Party. Such events shall include earthquake, typhoon, flood, fire, and etc.
8.2 If a Party is aware of the likelihood of a situation constituting force majeure arising, or is claiming force majeure, it shall immediately notify the other Party(ies) in writing by telecommunication of the same with supporting evidence as to the cause and extent of non-performance of likely non-performance occasioned thereby, the date or likely date of commencement thereof and the means proposed to be adopted to remedy or abate the force majeure; and the Parties shall without prejudice to the other provisions of this Section 8 consult with a view to taking such steps as may be appropriate to prevent and/or mitigate the effects of such force majeure event.
8.3 The Party affected shall be excused performance of its obligations under or pursuant to this Agreement to the extent and for such time period that performance of such obligations is delayed, hindered or prevented by such force majeure event.
8.4 The Party subject to a force majeure event shall:
(i) resume performance as expeditiously as possible after termination of the force majeure event or the force majeure event has abated to an extent which permits resumption of such performance;
(ii) notify the other Party in writing when the force majeure event has terminated or abated to an extent which permits resumption of performance to occur; and
(iii) keep the other Party regularly informed during the course of the force majeure event as to when resumption of performance shall or is likely to occur.
9.1 From time to time each Party has disclosed or may disclose confidential information to the other Party, VeChain or the Sold Crypto-Tokens. In addition, the Parties may from time to time obtain confidential information of the other Party, VeChain or the Sold Crypto-Tokens. Except as otherwise provided in any agreement between the Parties, the Party receiving such information shall, for five (5) years after the date hereof: (i) maintain the confidentiality of such information; (ii) not disclose it to any person or entity including the other Party; and (iii) not use such information except for the performance of this Agreement or any other purpose agreed between the Parties. In addition, each of the Purchaser shall keep confidential the existence and content of this Agreement unless and until the Foundation publicizes the same.
9.2 The provisions of Section 9.1 above shall not apply to information that:
(i) can be shown to be known by the receiving Party by written records made prior to disclosure by the disclosing Party;
(ii) is or becomes public knowledge otherwise than through the receiving Party's breach of this Agreement;
(iii) was obtained by the receiving Party from a third party having no obligation of confidentiality with respect to such information; or
(iv) is independently developed by the receiving Party without regard to the information disclosed by the disclosing Party.
9.3 Each Party shall advise its directors, senior staff, and other employees receiving such information of the existence of and the importance of complying with the obligations set forth in Section 9.1above.
9.4 The obligations and benefits hereunder shall survive the termination of this Agreement.
10.1 No Representation
The Foundation does not make and disclaims any representation or warranty with respect to VeChain or VEN, except those expressly specified herein. Each Purchaser’s decision to enter into and perform this Agreement shall be made based on his/her own knowledge of VeChain and VEN and the information non-exhaustively disclosed herein and in the Whitepaper of VeChain. Without prejudice to the generality of the foregoing, each Purchaser will, upon the Launch and the availability of VeChain wallet, accept the Sold Crypto-Tokens on an “as is” basis, irrespective of the technical specifications, parameters, performance or function thereof.
10.2 No Liability
The Foundation shall in no case be liable for:
(i) failure or abortion of VeChain development and resulting failure to deliver the Sold Crypto-Tokens to the Purchasers;
(ii) delaying or rescheduling of VeChain development and resulting failure to meet any expected milestone;
(iii) any error, bug, flaw, defect, inferiority or otherwise of the source code of VeChain;
(iv) any malfunction, breakdown, collapse, rollback or hardforking of VeChain Blockchain after the Launch;
(v) failure to timely and completely disclose any information relating to the development of VeChain;
(vi) trading or speculation of VEN by any person; or
(vii) listing or delisting of VEN on any crypto-currency exchange.
10.3 No Waiver
The failure of the Foundation to require or enforce strict compliance by the Purchasers with any provision herein or the Foundation’s failure to exercise any right herein shall not be construed as a waiver or relinquishment of the Foundation's right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Foundation of any provision, condition, or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
if any portion of this Agreement is held illegal or invalid, whether in whole or part, under the laws of any jurisdiction, such illegality or invalidity shall not affect the legality or validity of the rest of this Agreement in that jurisdiction nor the legality or validity of this Agreement in any other jurisdiction.
10.5 Amendment or Waiver
Any term of this Agreement may be amended only with the written consent of the Foundation and all of the Purchasers. Any amendment effected in accordance with this Section shall be binding upon each Purchaser and the Foundation. By mutual agreement the Foundation and a Purchaser may waive any terms of this Agreement with respect to the purchase of such portion of the Sold Crypto-Tokens as to be purchased by that Purchaser hereunder, provided that such waver shall in no case affect any other Purchaser’s purchase hereunder.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective Parties at their address as set forth below or on Schedule II or to such e-mail address or address as subsequently modified by written notice given in accordance with this Section.
Address: 100 Tras Street #16-01 100 AM Singapore 079027
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature) or other customary transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
10.8 Titles and Subtitles
The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
10.9 Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws of the People’s Republic of China.
10.10 Dispute Resolution
The Parties hereby irrevocably and unconditionally submit to the jurisdiction of Shanghai International Arbitration Center for any dispute arising out of or based upon this Agreement.
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IN WITNESS WHEREOF, the Parties have executed this Agreement for Sale and Purchase of Crypto-Tokens as of the date first written above.
VeChain Foundation Ltd.
Purchasers Sale Price Payable Number of Sold Crypto-Tokens
Purchasers Contact Details