AMCHART Token, a product of AMCHART, LLC SAFT (Simple Agreement for Future Tokens)

Transcription

1 AMCHART Token, a product of AMCHART, LLC SAFT (Simple Agreement for Future Tokens) THIS SAFT AND SUBSEQUENT CONVERSION TO AMC TOKENS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ), OR ANY U.S. STATE LAW OR THE LAWS OF ANY FOREIGN JURISDICTION. THIS SAFT IS OFFERED AND SOLD UNDER THE EXEMPTIONS PROVIDED BY SECTION 4(A)(2) OF THE SECURITIES ACT AND REGULATION D. AMCHART WILL NOT BE REGISTERED AS AN INVESTMENT COMPANY UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE INVESTMENT COMPANY ACT ). AS SUCH, PURCHASERS WILL NOT BE AFFORDED ANY PROTECTION UNDER THE INVESTMENT COMPANY ACT. THIS SAFT AND THE RIGHTS THEREUNDER MAY NOT BE TRANSFERRED OR RESOLD. THIS CERTIFIES THAT in exchange for the payment by, the undersigned purchaser (the Purchaser ) of $ (the Purchase Amount ) on or about, 2017, AMCHART, LLC, a Nevada based limited liability company (the Company or AMChart ), hereby issues to the Purchaser the right (the Right ) to certain units of AMCHART Tokens ( AMC Tokens ), subject to the terms set forth below. 1. General Terms and Definitions (a) SAFT Offering. Through this Private Placement Offering ( Offering ), AMChart intends to offer and sell through the SAFT the right to purchase future AMC Tokens. (b) Purchase Price. The purchase price per AMC Token is $0.75 per token. (c) Minimum Purchase Amount. The minimum purchase amount under this SAFT is $25,000. (d) Investment Denomination. All purchase amounts are denominated in U.S. Dollars and the Purchaser may only tender U.S. Dollars. (e) Discount Rate. This SAFT provides a discount rate of 33%. The purchase price during the general sale is $1.00 per token. Page 1 of 10

2 (f) General Token Sale. AMChart intends to commence a general public sale of AMC Tokens from April 1, 2018 to April 30, (g) Termination of SAFT. The SAFT shall terminate upon the earlier of: a. The Network Launch, as defined in Section 1(h) below; b. May 30, 2018, if the Network Launch has not occurred by such date, provided that AMChart shall have the right to extend by sixty (60)days, in its sole discretion; and c. A Dissolution Event which may include: i. A voluntary termination of operations by AMChart; ii. A general assignment for the benefit of AMChart s creditors; or iii. Any other liquidation, dissolution or winding up of AMChart, whether voluntary or involuntary. (h) Network Launch and Conversion to AMC Tokens. A Network Launch is defined as a functioning AMChart blockchain and the successful deployment of a ERC-20 standard smart contract (AMC Token) on the Ethereum network. Upon a Network Launch, Purchasers will receive AMC Tokens equal to the amount set forth under this SAFT. (i) AMC Token Distributions. A total of 120,000,000 AMC Tokens will be available and distributed as follows: a. Pre-Sale (under this Offering): 60,000,000 AMC Tokens; b. General Public Sale: 55,000,000 AMC Tokens; c. Retained by AMChart in Trust (To be distributed to end users, medical providers, insurers and other third parties to incentivize a robust AMChart blockchain ecosystem): 5,000,000 AMC Tokens; and d. Any unsold Pre-Sale tokens will be available for purchase during the General Public Sale. At the conclusion of the General Public Sale, any unsold AMC tokens will be retained by AMChart for future development to be utilized solely at AMChart s discretion. (j) Dissolution Event. In the event of a Dissolution Event, AMChart 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. If immediately prior to the consummation of the Dissolution Event, the assets of AMChart that remain legally available for distribution to all Purchasers during pre-sale and general public Page 2 of 10

3 sale (the Dissolving Purchasers ), as determined in good faith by the Company s board of directors, are insufficient to permit the payment to the Dissolving Purchasers of their respective Purchase Amounts, then the remaining assets of the Company legally available for distribution, will be distributed with equal priority and pro rata among the Dissolving Purchasers in proportion to the Purchase Amounts they would otherwise be entitled to receive. Any distributed amounts shall be in U.S. Dollars. 2. Purchaser s Eligibility Requirements. (a) Purchaser must be an accredited investor as defined in Regulation D under the Securities Act. Pursuant to Regulation D, Purchaser will be required to provide supporting documentation. 3. Company Representations (a) The Company is duly incorporated and validly existing under the laws of Nevada and has the power and authority to own, lease, and operate its properties and carry on its business as now conducted. (b) The execution, delivery and performance by the Company of this instrument 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 instrument 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 Company, it is not in violation of (i) its current articles of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company, or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company. (c) To the knowledge of Company, the performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgement, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the company or the suspension, forfeiture, or nonrenewal of any material permit, license, or authorization applicable to the Company, its business or operations. (d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company s corporate approvals; and (ii) any qualifications or filings under applicable securities laws. Page 3 of 10

4 (e) 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. AMC is not a proprietary trade name of the Company. 4. Purchaser Representations (a) The Purchaser has full legal capacity, power and authority to execute and deliver this agreement and to perform its obligations hereunder. This agreement constitutes valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditor s rights generally and general principles of equity. (b) The Purchaser has been advised that this instrument is a security and that the offers and sales of this instrument have not been registered under any country s securities laws and, therefore, cannot be resold except in compliance with the applicable country s laws. The Purchaser is purchasing this instrument for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Purchaser s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. (c) The Purchaser acknowledges the Discount Rate offered by Company in exchange for this SAFT, and therefore, understands and accepts that sale or transfer of AMC Tokens is prohibited for nine (9) months from completion of the General Token Sale. (d) The Purchaser is: (i) an Accredited Investor as such term is defined in Rule 501 of Regulation D under the Securities Act, and certifies as such in document attached hereto as Exhibit B; or (ii) not a U. S. person within the meaning of Rule 902 of Regulation S under the Securities Act. 5. Procedures for Purchase of Rights and Valuation of Purchase Amount (a) The Company will accept payment for the Right purchased under this SAFT in U.S. Dollars. Purchaser shall make the required payment to the Company in consideration for Purchaser s purchase of the Right pursuant to the SAFT through the procedures set forth on Exhibit C hereof. Page 4 of 10

5 6. Miscellaneous (a) This agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral or written, between them. Any provision of this Agreement may be amended, waived, or modified only upon the written consent of the Company and the Purchaser. (b) Unless otherwise expressly stated herein, all communications under this agreement will be in writing and may be made by letter or . Any notice required or permitted by this agreement will be deemed sufficient when delivered personally or by overnight courier or sent by to the relevant address listed on the signature page, or certified or registered mail with postage prepaid, addressed to the party to be notified at such party s address listed on the signature page, as subsequently modified by written notice. (c) The Purchaser is not entitled, as a holder of this agreement, to vote or receive dividends or be deemed the holder of capital stock of the Company for any purpose, nor will anything contained herein be construed to confer on the Purchaser, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors 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. (d) Neither this agreement nor the rights contained herein may be assigned, by operation of law or otherwise, by either party without the prior written consent of the other. (e) In the event any one or more of the provisions of this agreement is for any reason held to be invalid, illegal, or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this agreement operate or would prospectively operate to invalidate this agreement, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this agreement and the remaining provisions of this agreement will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby. (f) This agreement may be executed and delivered in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts together shall constitute the one agreement. (g) Nothing in this SAFT and no action taken by the parties pursuant to this SAFT shall constitute, or be deemed to constitute, a partnership, association, joint venture or other cooperative entity between any of the parties. Nothing in this SAFT and no action taken by the parties pursuant to this SAFT shall constitute, or be deemed to constitute, either party the agent of the other party for any purpose. No party has, pursuant to this SAFT, any authority or power to bind or to contract in the name of the other party. Page 5 of 10

6 (h) This agreement, and all rights and obligations hereunder, will be governed by and construed in accordance with the laws of the State of Texas and the courts of the State of Texas shall have exclusive jurisdiction to settle any dispute arising in connection with this agreement. 7. Notice to Purchasers in the United States (a) The offer and sale of this 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 being sold to accredited investors. This SAFT may not be offered or sold excepted as permitted under the act and applicable state securities laws pursuant to an effective registration statement or otherwise an exemption. This SAFT is being offered and sold under the exemptions provided by Section 4(A)(2) of the Securities Act and Regulation D. 8. Notice to Purchasers in Canada (a) This SAFT may be offered and sold only to purchasers purchasing as principal that are both accredited investors as defined in Section 2.3 of National Instrument Prospectus and Registration Exemptions and be a permitted client as defined in National Instrument The SAFT may not be transferred or resold. 9. Notice to Purchasers in all Other Jurisdictions (a) No action has been taken to permit the offer, sale, possession or distribution of this SAFT or any related documents in any jurisdiction whereby action is required. Any prospective investors must obtain his or her own legal counsel to comply with all restrictions and relevant laws that may affect the legality of this SAFT. 10. The USA PATRIOT Act Representation (a) Each Purchaser will be required to represent that the Purchaser is not, nor is he acting an agent, representative, intermediary or nominee for, a person identified on the list of blocked persons maintained by the Office of Foreign Asset Control, U.S Department of Treasury, and has complied with all applicable U.S. laws, regulations, directives and executive orders relating to anti-money laundering laws. (b) Foreign Purchasers may be required to submit additional identification information and questionnaires at AMChart s discretion. (Signature page follows) Page 6 of 10

7 IN WITNESS WHEREOF, the undersigned have caused this agreement to be duly executed and delivered. AMCHART, LLC By: Khalid Parekh, Managing Member Address: 8300 Bissonnet St. Suite 500 Houston, Texas PURCHASER: By: Name: Title: Address: Page 7 of 10

8 EXHIBIT A Investor Verification This purchase is contingent upon Company s successful verification of the Purchaser s accredited investor status as such term is defined in Rule 501 of Regulation D under the Securities Act. The Purchaser shall provide all additional documentation requested by Company in furtherance of the verification. Company may utilize any method for verification as listed below: Review of the Purchaser s personal IRS forms (Form W-2, Form 1099, Schedule K-1 and Form 1040) from the previous 2 years to verify income. Examination of the Purchaser s credit report, bank statements, and appraisals via real estate professionals to determine net worth. Hiring a third party, licensed professional, such as an attorney or CPA, to provide written confirmation that the Purchaser is accredited. Page 8 of 10

9 EXHIBIT B Investor Certification Form I hereby represent and warrant to the Company that I qualify as an Accredited Investor on the basis that: (You must choose Part A or B below and check the applicable boxes.) a) I am a natural person whose individual net worth, or joint net worth with my spouse, at the time of this purchase exceeds $1,000,000.00, excluding the value of my primary residence. My approximate net worth is: Between $1,000, and $1,500, Between $1,500, and $2,000, Over $5,000, b) I am a natural person who had an income in excess of $200, in each of the two most recent years or joint income with my spouse in excess of $300,000.00, in each of those years and have a reasonable expectation of reaching the same income level in the current year. I certify that I am an Authorized Investor as noted above. Name (Please print) Phone Number Signature Date Page 9 of 10

10 EXHIBIT C Purchase Payment Procedures Purchaser shall wire transfer the Purchase Amount in U.S. Dollars to the Company bank account located in Texas, details of which shall be provided by Company. All such SAFT purchases must be fully executed and paid no later than February 15, Page 10 of 10