In this agreement:
Confidential Information means all information regarding:
(a)     this agreement and the transactions contemplated by it; and
(b)     the Tokens, and any party.
Details means the notice details of a party as set out in the beginning of this agreement.
Information Material means all documents and information provided by the Company and its advisers and agents to the Purchaser and its advisers and agents (including the Whitepaper) for the purpose of assessing or investigating the transactions contemplated by this agreement, including any answers to questions raised by the Purchaser or its advisers and agents in relation to one or more documents provided, or the contents of any one or more of those documents.
Platform means the dProject Holdings Ltd. trading platform and product(s) to be developed by the Company or its affiliates, as more particularly described in the Investors Deck.
Purchase Amount means the amount specified in clause 1(a)(3).
Tokens means the DFND tokens to be used on the Platform and traded on cryptocurrency exchanges, as more particularly described in the Investors Deck.
Investors Deck means the Investors Deck document available at https://d-fund.io/website/images/deck.pdf distributed by the Company to investors.
In this agreement, headings and bold type are for convenience only and do not affect the interpretation of this agreement and, except where the context otherwise requires:
(a)    the singular includes the plural and vice versa, and a gender includes other genders;
(b)     another grammatical form of a defined word or expression has a corresponding meaning;
(c)     a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
(d)     a reference to a party is to a party to this agreement, and a reference to a party to a document includes the party's executors, administrators, successors and permitted assigns and substitutes;
(e)     a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;
(f)     the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions; and
(g)     a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this agreement or any part of it.
Each party represents to the other party, at the date of this agreement, that:
(a)    it has the power and authority to enter into and perform its obligations under this agreement;
(b)     the execution, delivery and performance of this agreement by it will constitute legal, valid and binding obligations of it, enforceable in accordance with its terms; and
(c)     it is not insolvent and is able to pay its debts as and when they fall due.
(a)    The Company makes no representation or warranty, express or implied, as to the authenticity, origin, validity, completeness, reasonableness, accuracy, content, legality or reliability of the Information Material provided to the Purchaser from time to time.
(b)     The Purchaser further covenants and agrees that:
(1)    to the extent permitted by law, no liability (whether in negligence or other tort, by contract or under statute) is accepted by the Company by reason of or in connection with the provision of the Information Material or by the purported reliance on it by the Purchaser;
(2)    the Purchaser indemnifies the Company against all claims, losses, remedies or matters whether in tort, contract or under statute or otherwise arising from or which may arise from or in connection with the provision of, or any purported reliance on, the Information Material;
(3)    no claim or allegation shall be made against the Company in relation the matters set out above; and
(4)    the Purchaser expressly waives any right which it may otherwise have to rely on the Information Material, and warrants and covenants that it will not sue or seek to hold the Company liable in any respect by reason of the provision of the Information Material or anything done or omitted to be done in reliance on it.
(c)    The Tokens are purchased by the Purchaser on an “as is” basis, without the benefit of any representations or warranties, express or implied, including any warranties of title, non-infringement, or implied warranties of merchantability, fitness for a particular purpose, usage or suitability, or as to the workmanship or technical coding thereof, or the absence of any defects therein, whether latent or patent with respect to the Tokens or their utility, or the ability of anyone to purchase or use the Tokens. Further, the Tokens could have no value and all amounts paid for them could be lost.
(d)    Tokens may be subject to expropriation and or/theft by hackers or other malicious groups or organizations. In such an event, holders of Tokens may not receive any remedy, refund or compensation.
(e)    The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact the Tokens in various ways, including, for example, whether the Tokens can be sold or exchanged for other cryptocurrencies or fiat currencies.
The Purchaser represents and warrants to the Company that:
(a)    while the Purchaser does not regard its acquisition of the Tokens as an investment, the Purchaser nevertheless warrants that it is a “sophisticated investor”, “professional investor”, “accredited investor”, “expert investor” or equivalent in its home jurisdiction
(b)     it is not a person whose entering into the transactions contemplated in this agreement would be unlawful without registration or other legal requirements, including issue of a prospectus or disclosure document, of any jurisdiction or government body;
(c)     the execution, delivery and performance of this agreement will not violate:
(1)    any law applicable to it;
(2)    its constitution (if it is a corporate entity); or
(3)    any instrument to which it is a party or which is binding on it or any of its assets,
and will not result in the creation or imposition of any encumbrance or restriction of any nature on any of its assets;
(d)     it is not a, or is acting on behalf of a, “United States person” (within the meaning of Regulation S of the United States Securities Act of 1933, as amended);
(e)    it is not acting directly or indirectly on behalf of terrorists or terrorist organisations, including those persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the US Treasury Department’s Office of Foreign Asset Control 1 (“OFAC”);
(f)     it is not acting, directly or indirectly, for a politically exposed person or senior political figure (being a senior official in the executive, legislative, administrative, military or judicial branches of a government (whether elected or not), a senior official of a major political party or a senior executive of a government-owned corporation or any entity formed for the benefit of the foregoing), any member of a politically exposed persons or senior political figure’s immediate family or any close associate of a politically exposed person or senior political figure; and
(g)     it is acquiring the Tokens for its own account; it has no present intention of selling, granting any participation in or otherwise distributing the Tokens to any other person; it does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participation to such person or entity or to any third party, with respect to the Tokens, and it is not purchasing the Tokens as nominee or custodian for any other person or entity.
The Purchaser acknowledges and agrees that:
(a)    it is aware that no prospectus or disclosure document has been registered with the Cayman Islands Monetary Authority, the British Virgin Islands Financial Services Commission, the Monetary Authority of Singapore, the Australian Securities and Investments Commission, the Hong Kong Monetary Authority, the Monetary Authority of Macau, the U.S. Securities and Exchange Commission or any other regulatory authority or government body in any jurisdiction;
(b)     the Tokens are not securities and that the offer and sale of the Tokens have not been registered under any country’s securities laws;
(c)     it is aware of the risks associated with its payment of the Purchase Amount and that it may lose some or all of that amount;
(d)     it has sought or has had the opportunity to seek its own independent advice in relation to the transactions contemplated in this agreement; and
(e)     it has not relied upon any representation of the Company in deciding to proceed with the transactions contemplated in this agreement.
Notwithstanding any other clause of this agreement or any other right (whether arising under this or any other agreement, under any statute, by common law or otherwise), the Company will not be liable under or in connection with this agreement to the Purchaser and the Purchaser releases and indemnifies the Company and from and against all claims for loss, however arising, under or in connection with this agreement, including the Purchaser’s purchase of the Tokens.
A notice, demand, consent, approval or communication under this agreement (Notice) must be:
(a)    in writing, in English and signed by a person duly authorised by the sender; and
(b)     hand delivered or sent by prepaid post or courier to the recipient's address for Notices specified in the Details or sent by facsimile or email to the intended recipient at the facsimile number or email address (as the case may be) notified in writing by the recipient to the sender, as varied by any Notice given by the recipient to the sender.
This agreement may be altered only in writing signed by each party.
(a)    The Company may assign or novate this agreement to any person without the prior written consent of any other party.
(b)     The Purchaser may not assign or novate any of its rights and obligations under this agreement without the prior written consent of the Company.
Each party must pay its own costs of negotiating, preparing and executing this agreement.
Any indemnity or any obligation of confidence under this agreement is independent and survives termination of this agreement. Clauses 4 to 8 shall survive after termination. Any other term by its nature intended to survive termination of this agreement survives termination of this agreement.
This agreement may be executed in counterparts. All executed counterparts constitute one document.
The rights and obligations of the parties under this agreement do not merge on completion of any transaction contemplated by this agreement.
This agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.
Each party must do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to this agreement and any transaction contemplated by it.
A term or part of a term of this agreement that is illegal or unenforceable may be severed from this agreement and the remaining terms or parts of the term of this agreement continue in force.
A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
Except where this agreement expressly states otherwise, it does not create a relationship of employment, trust, agency or partnership between the parties.
A party may only use Confidential Information of another party for the purposes of this agreement, and must keep the existence and the terms of this agreement and any Confidential Information of another party confidential except where:
(a)    the information is public knowledge (but not because of a breach of this agreement) or the party has independently created the information;
(b)     disclosure is required by law or a regulatory body; or
(c)     disclosure is made to a legal or financial adviser who must know for the purposes of this agreement on the basis that the adviser keeps the information confidential.
A person who is not a party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any of its terms.
In the event this agreement is translated into another language, the parties agree that this English version shall prevail in the case of any inconsistencies.
(a)    This agreement is governed by the laws of Singapore.
(b)     Any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, shall be referred to and finally be resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The tribunal shall consist of a sole arbitrator to be appointed by the parties, or failing agreement by the parties within 14 days, by the President of the Court of Arbitration of the SIAC. The language of the arbitration shall be English.