IMPORTANT INFORMATION: PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY. YOU MAY LOSE ALL AMOUNTS PAID FOR THE NFC TOKENS AND THE NFC TOKENS (AS DEFINED BELOW) MAY HAVE NO VALUE. THE COMPANY RESERVES THE RIGHT TO REFUSE OR CANCEL ANY NFC TOKEN PURCHASE REQUESTS AT ANY TIME IN ITS SOLE AND ABSOLUTE DISCRETION. PURCHASERS WHO PURCHASED NFC TOKENS EARLIER THAN YOU MAY HAVE PURCHASED SUCH TOKENS AT A LOWER PRICE THAN THE PRICE OFFERED TO YOU. THE COMPANY DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY (WHETHER WRITTEN, ORAL OR OTHERWISE) WITH RESPECT TO THE SMART CONTRACT (AS DEFINED BELOW) AND THE NFC TOKENS. THE COMPANY SPECIFICALLY DOES NOT REPRESENT OR WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY (WHETHER WRITTEN, ORAL OR OTHERWISE), INCLUDING WITHOUT LIMITATION, (TO THE EXTENT PERMITTED BY LAW) ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. THE NFC TOKEN DOES NOT REPRESENT OR QUALIFY AS AN INTEREST IN THE COMPANY AND DOES NOT GRANT ANY EQUITY OR VOTING RIGHTS IN, OR CLAIM AGAINST, THE COMPANY, FURTHERMORE, THE NFC TOKEN IS NOT, AND DOES NOT REPRESENT OR QUALIFY AS, A FUND UNIT OR STRUCTURED PRODUCT. ANY PURCHASE OR SALE OF THE NFC TOKENS PURSUANT TO THIS AGREEMENT MAY ONLY BE MADE IN ACCORDANCE WITH THE TERMS AND RESTRICTIONS SET FORTH IN THIS AGREEMENT AND THE NO FAKE TODAY WHITEPAPER (AS DEFINED HEREIN). THIS AGREEMENT IS A LEGALLY BINDING DOCUMENT AND CONTAINS IMPORTANT INFORMATION ABOUT YOUR OBLIGATIONS IN RELATION TO THE TGE (AS DEFINED BELOW) AND ANY NFC TOKENS YOU PURCHASE. PLEASE READ IT CAREFULLY, TOGETHER WITH THE NO FAKE TODAY WHITEPAPER, AND SEEK INDEPENDENT ADVICE IF NECESSARY. YOU SHOULD BE AWARE THAT THE PURCHASE OF NFC TOKENS INVOLVES CONSIDERABLE RISK. THESE RISKS ARE DESCRIBED IN THE "RISKS SUMMARY" SECTION OF THE NO FAKE TODAY WHITEPAPER. PLEASE ALSO ENSURE THAT YOU HAVE CAREFULLY REVIEWED AND UNDERSTAND THE FUNCTIONALITY OF THE SMART CONTRACT SYSTEM CODE WHICH WILL PREVAIL OVER ANY INCONSISTENT
TERM OF THIS AGREEMENT OR THE NO FAKE TODAY WHITEPAPER, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
AMONG NO FAKE TODAY PTE. LIMITED as the Company And THE APPLICANT SUBSCRIPTION AGREEMENT
TABLE OF CONTENTS CLAUSE HEADING PAGE 1. DEFINITIONS AND INTERPRETATION... 5 2. SUBSCRIPTION OF TOKENS... 9 3. COMPLETION... 10 4. LIMITATION OF LIABILITY / NO WARRANTIES BY THE COMPANY... 11 5. WARRANTIES BY THE APPLICANT... 12 6. INDEMNITY... 19 7. CONFIDENTIALITY... 20 8. COSTS... 21 9. GENERAL... 21 10. ILLEGALITY... 21 11. PARTIAL INVALIDITY... 21 12. COMMUNICATIONS... 21 13. FURTHER ASSURANCE... 22 14. ENTIRE AGREEMENT... 23 15. ASSIGNMENT... 23 16. VARIATIONS... 23 17. REMEDIES AND WAIVERS... 23 18. TIME OF ESSENCE... 23 19. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT... 23 20. NO PARTNERSHIP... 24 21. GOVERNING LAW... 24
1. DEFINITIONS AND INTERPRETATION THIS SUBSCRIPTION AGREEMENT is made AMONG: (1) NO FAKE TODAY PTE. LIMITED (Company Registration Number: 201734575E), a company incorporated in Singapore and having its registered office at 9 Temasek Boulevard #04-02 Suntec Tower Two Singapore (038989) (the "Company"); and (2) the applicant with details as specified on the Sales Application (as defined below) (the "Applicant"), (collectively, the "Parties" and each, a "Party"). WHEREAS:. (A) The Company intends to issue NFC Tokens (as defined below) in a proposed smart contract-based token generating event (the "TGE").. (B) Subject to Clause 2.3 below, the TGE Subscription Period is scheduled to commence on 1 March 2018 when the Company deploys the TGE smart contract system located on the Ethereum blockchain (the "Smart Contract System") and is scheduled to end on 31 March 2018. On Completion Date (as defined below), the Smart Contract System will create and allocate the NFC Tokens to approved applicants that have paid the purchase price in accordance with Clause 3.1 of this Agreement (the "Smart Contract").. (C) The maximum number of NFC Tokens to be sold in the TGE is 20,000,000. The price per NFC Token is the average daily Ether equivalent of $0.10 USD (the "Purchase Price"), as determined by the Smart Contract System polling the USD/ETH rate on CoinmarketCap or such other independent source of cryptocurrencies exchange rates selected by the Company in its sole and absolute discretion on Completion Date. If the maximum number of NFC Tokens is not fully subscribed for during the TGE Subscription Period (as defined below), the Company reserves the right to allocate the NFC Tokens to approved applicants in its sole and absolute discretion of its board of directors. If any applicant is not allocated NFC Tokens by the Company, any ETH paid in accordance with Clause 2 by such applicant will be refunded to that applicant in full after Completion Date.. (D) The Applicant has agreed to purchase a certain number of NFC Tokens to be issued by the Company, and the Company may, in its absolute discretion, allocate and issue up to such number of NFC Tokens to the Applicant, on the terms and subject to the conditions in this Agreement. NOW IT IS HEREBY AGREED AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION 1.1 In this Agreement and in the Schedules, unless the context requires otherwise: "AML/CFT Laws" means any applicable anti-money laundering, countering the financing of terrorism and/or sanctions laws or regulations, including without limitation, the following statutes and regulations: (a) regulations issued pursuant to Section 2(1) of the United Nations Act (Chapter 339 of Singapore); 1 (b) Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (Chapter 65A of Singapore); and (c) Terrorism (Suppression of Financing) Act (Chapter 325 of Singapore); "Applicant Warranties" has the meaning ascribed to it in Clause 5 and "Applicant Warranty" means any of them; "Business Day" means a day (other than a Saturday, Sunday or gazetted public holiday) on which commercial banks are open for business in Singapore; "NoFakeToday Platform" means the blockchain-based platform on which start-ups may create decentralised applications, as described in the NoFakeToday Whitepaper; "NoFakeToday Whitepaper" means the white paper providing a general technical overview of the proposed TGE and the Company available at https://nofake.io/asset/whitepaper.pdf as amended, supplemented or replaced from time to time; "NFC Tokens" means the ERC-20 compliant native tokens of the Company to be implemented on the public Ethereum Blockchain; "Completion" means completion of the subscription of the NFC Tokens on the Completion Date pursuant to Clause 3; "Completion Date" means 28 February 2018 or such other date(s) as the Company may determine in its sole and absolute discretion; "Confidential Information" means any information which is proprietary and confidential to the Company or its affiliates, including but not limited to the terms and conditions of this Agreement, information concerning or relating in any way whatsoever to the Company's or its affiliates investments, distributorship, franchise or other arrangements, principals, any of the trade secrets or confidential operations, processes or inventions carried on or used by the Company or its affiliates, any information concerning the organisation,
business, finances, transactions, investments or affairs of the Company or its affiliates, the Company's or its affiliates dealings, secret or confidential information which relates to its business or any of its principals, clients or customers transactions or affairs, its technology, designs, documentation, manuals, budgets, financial statements or information, accounts, dealers lists, customer lists, marketing studies, drawings, notes, memoranda and the information contained therein, any information therein in respect of trade secrets, technology and technical or other information relating to the development, manufacture, clinical testing, analysis, marketing, sale or supply or proposed development, manufacture, clinical testing, analysis, marketing, sale or supply of any products or services by the Company or its affiliates, and plans for the development or marketing of such products or services and information and material which is either marked confidential or is by its nature intended to be exclusively for the knowledge of the recipient alone; "Consideration" has the meaning ascribed to it in Clause 2; "Constitution" means the constitution of the Company; "CTA" means the Commodity Trading Act (Chapter 48A of Singapore); "ETH" means ether, which is the value token of the Ethereum Blockchain; "IES" means the International Enterprise Singapore; "MAS" means the Monetary Authority of Singapore; "Purchase Price" has the meaning ascribed to it in Recital (C); "Regulated Products" means any and all of the following: (a) "securities" as defined under Sections 2(1) and/or 239(1) of the SFA; (b) "futures contract" as defined under paragraph (b) of the definition of "futures contract" under Section 2(1) of the SFA; (c) contracts or arrangements for the purposes of "leveraged foreign exchange trading" as defined under the Section 2(1) of the SFA; (d) "commodity contract" as defined under Section 2 of the CTA; or (e) contracts for the purchase or sale of any "commodity" (as defined under Section 2 of the CTA) by way of "spot commodity trading" (as defined under Section 2 of the CTA); "Release Date" has the meaning ascribed to it in Clause 5.1(x); "Representatives" means, in relation to a Party, its advisers, agents, employees, officers or other representatives;
"Sales Application" means the token sales application available at https://icohome.io/; "SFA" means the Securities and Futures Act (Chapter 289 of Singapore); "Smart Contract" has the meaning ascribed to it in Recital (B); "Surviving Clauses" means Clauses 1, 3.3, 4, 5, 6, 7, 9, 10, 11, 12, 13, 14, 15, 17, 19, 20 and 21; "TGE Subscription Period" means the period commencing on 4 Feb 2018 and ending on 28 February 2018, or such other period(s) as the Company may determine in its sole and absolute discretion; "U.S." means the United States of America; and "USD" means the lawful currency of the United States of America. 1.2 In this Agreement, a reference to: (a) any statute or statutory provision includes: (i) that statute or statutory provision as from time to time modified, reenacted or consolidated, whether before or after the date of this Agreement; (ii) any past statute, statutory provision, subsidiary legislation or regulation (as from time to time modified, re-enacted or consolidated) which such statute or statutory provision has directly or indirectly replaced; and (iii) any subsidiary legislation or regulations made from time to time under that statute or statutory provision, except to the extent that any such statute or statutory provision modified, reenacted or consolidated after the date of this Agreement would create or increase the liability of the Company under this Agreement;. (b) "this Agreement" includes all amendments, additions, and variations thereto agreed between the Parties;. (c) "person" shall include an individual, corporation, company, partnership, firm, trustee, trust, executor, administrator or other legal personal representative, unincorporated association, joint venture, syndicate or other business enterprise, any governmental, administrative or regulatory authority or agency (notwithstanding that "person" may be sometimes used herein in conjunction with some of such words), and their respective successors, legal personal representatives and assigns, as the case may be, and pronouns shall have a similarly extended meaning;
. (d) "written" and "in writing" include any means of visible reproduction (including, for the avoidance of doubt, by way of electronic mail); and. (e) "Recitals", "Clauses" and "Schedules" are to the recitals, clauses of, and the schedules to, this Agreement (unless the context otherwise requires). 1.3 Unless the context otherwise requires, (a) words importing the singular shall include the plural and vice versa and words importing a specific gender shall include the other genders (male, female or neuter); and (b) the use of the words "including" or "including without limitation" followed by one or more examples is intended to be illustrative and shall not be construed restrictively to limit the scope or extent of the description or term in respect of which the examples are provided. 1.4 The Schedules form part of this Agreement and have the same force and effect as if expressly set out in the body of this Agreement.. 1.5 The headings in this Agreement are inserted for convenience only and shall not affect the construction of this Agreement.. 1.6 Anything or obligation to be done under this Agreement which is required or falls to be done on a stipulated day, shall be done on the next succeeding Business Day, if the day upon which that thing or obligation is required or falls to be done falls on a day which is not a Business Day. 2. SUBSCRIPTION OF TOKENS 2.1 Subject to the terms and conditions of this Agreement, the Applicant hereby irrevocably offers to subscribe (the "Offer") from the Company, the amount NFC Tokens as indicated by the Applicant in the Sales Application (the "Order Amount") at the Purchase Price per NFC Token. 2.2 The Company may, in its sole and absolute discretion, accept or reject the Offer, and any acceptance by the Company may be in respect of the entire or part only of the Order Amount. The Company shall notify the Applicant on or before the Completion Date whether the Offer has been accepted or rejected by the Company, and if accepted, the number of NFC Tokens (the "Accepted Amount") the Company has allocated to the Applicant (which shall be an amount equal to or less than the Order Amount). 2.3 Notwithstanding any other provision in this Agreement, the Applicant is aware of, acknowledges and accepts that:
. (a) the Company has sole and absolute discretion, at any time and from time to time, to: i. partially or fully accept or reject any Offer; ii. iii. postpone, terminate, cancel and/or adjust in any manner the TGE Subscription Period; and/or postpone or bring forward the Completion Date, or otherwise decide not to proceed with Completion; and. (b) under no circumstances shall the Company or any of its Representatives and affiliates be responsible or liable for any loss, costs, expenses, damages or liability sustained or incurred by the Applicant or any of its Representatives and affiliates in connection with, or arising from, any of the Company's decisions under sub-clause (a) above. 2.4 The aggregate consideration payable by the Applicant to the Company on Completion Date shall be the amount of ETH determined by multiplying the Purchase Price with the Accepted Amount of NFC Tokens (the "Consideration"). 2.5 The purpose of the TGE is to finance the ongoing development and maintenance of the Company and associated services. The Applicant hereby acknowledges and agrees that while the Company is procuring the development of the Company, there is no assurance that the Company will be designed or completed in the manner described in the Company Whitepaper and if NO FAKE TODAY is completed, there is no assurance as to the continued operation and functionality of the Company. 3. COMPLETION. 3.1 Unless the Company decides in its sole and absolute discretion not to proceed with Completion, the Applicant shall deliver the payment of the Consideration to the Company on the Completion Date to the wallet address provided by the Applicant in the Sales Application.. 3.2 Following the Company s receipt of the Consideration on the Completion Date, the Company shall, as soon as practicable, issue, or procure the issuance of, the Accepted Amount of NFC Tokens to the wallet address specified by the Applicant in the Sales Application.. 3.3 Without prejudice to any other remedies available, if in any respect the provisions of this Clause 3 are not complied with by the Applicant, the Company may terminate this Agreement, save for the Surviving Clauses, and the Applicant shall not have any claim against the Company for costs, damages, compensation or otherwise. Such termination shall be without
prejudice to the any rights or remedies that the Company may have against the Applicant (whether under this Agreement, law or otherwise) for any antecedent breaches by the Applicant of this Agreement prior to termination. 4. LIMITATION OF LIABILITY / NO WARRANTIES BY THE COMPANY 4.1 The Company makes no representations or warranties, express or implied (whether written, oral or otherwise), to the Applicant and the Applicant acknowledges that it has not relied on or been induced by any warranties or representations made by the Company, its Representatives and/or its affiliates to enter into this Agreement. 4.2. (a) No liability shall in any event arise in respect of any claim for breach by the Company of this Agreement ("Claim") unless the amount of that Claim (together with the aggregate amount of any other Claims) shall exceed a total sum equivalent to 20 per- cent of the Consideration (the "Minimum Sum"). For the purposes of such aggregation, individual Claims below 3 per-cent of the Consideration shall not be taken into consideration, but a number of Claims arising out of the same breach, fact, event or occurrence may be aggregated and form an individual Claim.. (b) The aggregate liability in respect of all claims for breach of this Agreement by the Company shall not exceed an amount equivalent to the Consideration.. (c) No Claim shall be brought by the Applicant against the Company unless a written notice of any such Claim is given to the Company on or prior to the date falling six (6) months from the date of this Agreement.. (d) The Company shall not be liable under this Agreement, the Company Whitepaper, and the Smart Contract (whether under this Agreement, under law or otherwise) in respect of any matter to the extent that the same would not have occurred but for the passing of, or any change in, after the date of this Agreement, any law, rule, regulation or administrative practice of any government, governmental department, agency or regulatory body not actually (or prospectively) in effect at the date of this Agreement.. (e) The Company shall not be liable for any inconsistency between the features, functionalities, characteristics and operations of the Smart Contract if and when the Smart Contract is deployed and any description of the features, functionalities, characteristics and operations of the Smart Contract in this Agreement or the Company Whitepaper.. (f) The Applicant shall take all reasonable steps and provide all reasonable assistance to the Company or any of the Company s Representatives, to avoid
or mitigate any losses which it may suffer in consequence of breach of this Agreement by the Company.. (g) The Company shall not have any liability in respect of any claim by the Applicant (whether under this Agreement, under law or otherwise) for any loss of business or profits, or in connection with any indirect or consequential loss or any punitive or aggravated damages, arising out of any matter or circumstances giving rise to a claim (whether under this Agreement, under law or otherwise).. (h) The Company shall not be liable (whether under this Agreement, under law or otherwise) in respect of any claim if the relevant facts, matters or circumstances giving rise to the claim were disclosed in or pursuant to this Agreement, the Company Whitepaper, and/or the Smart Contract, or were actually or constructively known by the Applicant and/or (if applicable) the Applicant s directors, employees or officers involved in the subscription of the Smart Tokens or the negotiation of this Agreement, prior to the execution of this Agreement. 4.3 Any liability of the Company under this Agreement is subject strictly to the matters which are disclosed in, or pursuant to, this Agreement, the Company Whitepaper and the Smart Contract, and no claim shall be made against the Company in respect of which relevant matters have been disclosed. 5. WARRANTIES BY THE APPLICANT 5.1 The Applicant represents and warrants to the Company that as at the date of this Agreement and as at the Completion Date (with the intent that the provisions of this Clause 5 shall continue to have full force and effect notwithstanding Completion):. (a) (if it is a corporation) it is duly incorporated and validly existing under the laws of its place of incorporation, it has all requisite power and authority (corporate and otherwise) to own its properties and assets and carry on its business as now being conducted;. (b) it has full power and authority to execute and deliver this Agreement, and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby and that this Agreement, and all such other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby constitute its valid and legally binding obligations, enforceable against it in accordance with their respective terms and the execution and delivery of, and the performance by it of its obligations under, this Agreement shall not: (i) (if it is a corporation) result in a breach of its constitution (if applicable) (or the equivalent constitutive documents, if applicable);
(ii) infringe, or constitute a default under, any instrument, contract, document or agreement to which it is a party or by which it or its assets are bound; and/or (iii) result in a breach of any law, rule, regulation, ordinance, order, judgment or decree of or undertaking to any court, government body, statutory authority or regulatory, administrative or supervisory body (including without limitation, any relevant stock exchange or securities council) to which it is a party or by which it or its assets are bound, whether in Singapore or elsewhere;. (c) no consent, authorisation, licence, permit, registration or approval of, or exemption or other action by, any governmental or public body, commission or authority is required in connection with the execution, delivery and performance by it of this Agreement;. (d) it has complied and is complying with all applicable laws or statutes, rules, regulations, orders or decrees promulgated by any government department, agency or instrumentality thereof relating to the ownership and operation of its properties and business (including, without limitation, all AML/CFT Laws); there are no such laws, statutes, rules, regulations, orders or decrees outstanding which require extraordinary actions or expenditures by or on behalf of the Applicant other than those required of natural persons or corporations, as the case may be, of like character, business and/or location; the Applicant has not received any notice of violation or alleged violation of any such law, statute, rule, regulation, order or decree; and all filings, licences, permits, approvals, applications and authorisations required by law in connection with the operations of the Applicant, if applicable, have been made or obtained and are in full force and effect, and no revocation or material limitation of any thereof is pending or threatened;. (e) the Consideration is not for the purposes of committing any tax crimes designated as money laundering predicate offences, the direct or indirect proceeds of drug trafficking or other criminal activity and are not derived from activities that would violate AML/CFT Laws and neither the Applicant nor any person directly or indirectly controlling, controlled by or under common control with the Applicant is a person identified as a terrorist organisation on any relevant lists maintained by governmental authorities;. (f) if it is in New Zealand, it is a "wholesale investor" as defined in Schedule 1, clause 3(2) of the Financial Markets Conduct Act 2013 (as may be amended from time to time).. (g) it is not a person in Singapore, China or South Korea or any other jurisdiction in which the acquisition, holding or trading of digital tokens and/or cryptocurrencies is not permitted;. (h) it is aware of the requirements of any applicable U.S. federal, state or non-u.s. anti- money laundering laws and regulations and the Applicant, if not a natural
person, has anti-money laundering policies and procedures in place reasonably designed to verify the identity of its beneficial owners and their sources of funds;. (i) the funds including any fiat, virtual currency or cryptocurrency being used to acquire the NFC Tokens are the funds of the Applicant and not of any other person or entity, and such funds have not been obtained from any activity that is or would be illegal under any applicable laws including but not limited to money laundering or terrorist financing and the Applicant will not use the NFC Tokens to finance, engage in or otherwise support any unlawful activities;. (j) all payments by the Applicant under this Agreement will be made only in the Applicant s name, from a digital wallet or bank account not located in a country or territory that has been designated as a "non-cooperative country or territory" by the Financial Action Task Force, and is not a "foreign shell bank" within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. 5311 et seq.), as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time;. (k) it is not an individual or entity (as applicable) listed on nor is it directly or, to the best of the Applicant s knowledge, indirectly affiliated with, a country, territory, individual or entity named on any sanctions lists promulgated by:. (i) the United Nations Security Council;. (ii) the U.S. (including the U.S. Department of Treasury's Office of Foreign Assets Control);. (iii) the United Kingdom (including Her Majesty s Treasury);. (iv) the European Union;. (v) the MAS or any other relevant Singapore government agencies; or (vi) any competent authority or international organisation whose activities or functions include the prevention of money-laundering or combating terrorism; (l) it is not acquiring the NFC Tokens as an agent or otherwise for or on behalf of any person or entity not disclosed herein; (m) it, or its agent, is acquiring the NFC Tokens solely for the Applicant s own beneficial account as set forth herein, and not with a view to, or for resale in connection with, any distribution thereof, except for any resale or permitted transfer which are not in breach of any applicable laws, rules and regulations to which the Company and the Applicant are subject to; (n) it has reviewed and fully understands the contents of the Company
Whitepaper in its entirety, including, without limitation, the features, functionalities, characteristics and operations of, and the risks associated with, the NO FAKE TODAY and the NFC Tokens as described therein, and it has reviewed and fully understands all other information that is necessary or advisable to have been reviewed before making a decision to acquire the NFC Tokens;. (o) it has carefully reviewed and expressly agrees to all of the features, functionalities, characteristics and operations of the Smart Contract, the program code of which is incorporated by reference herein;. (p) it has a sophisticated and deep understanding of the features, functionalities, characteristics, usage, storage, transmission mechanisms, operations and other intricacies associated with cryptographic tokens, like Bitcoin (BTC), ETH, and other cryptographic tokens based, for instance, on the Ethereum ERC-20;. (q) it fully understands the risks of purchasing the NFC Tokens and is willing and able to bear the risks thereof, including the loss of all amounts paid, loss of the NFC Tokens, and all liability to the Company, its Representatives and affiliates and others for its acts and omissions, including without limitation those constituting a breach of this Agreement, fraud or wilful misconduct;. (r) it has either alone or together with advisers (if any), obtained sufficient information in order to make an informed decision to purchase the NFC Tokens and in doing so, it and such advisers (if any) have considered all information and data which it and such advisers (if any) believe to be necessary or advisable in order to reach an informed decision as to the advisability of purchasing the NFC Tokens;. (s) it acknowledges that any payments that are made by the Company to it by virtue of its ownership of the NFC Tokens will be made after the deduction of any withholding taxes, if so applicable, whether of Singapore or elsewhere and, any goods and services tax under the Goods and Services Tax Act (Chapter 117A of Singapore) at the rate of 7% which is chargeable by the Company on the purchase of the NFC Tokens shall be borne by it;. (t) it will not sell, assign, pledge, mortgage, charge or otherwise dispose of or transfer its interest in the NFC Token except in accordance with the terms set forth in the Company Whitepaper;. (u) the tax consequences to the Applicant in respect of its purchase of the NFC Tokens depend on the Applicant s particular circumstances and the Applicant (i) has considered such tax consequences and, (ii) to the extent that it deems necessary or required, has consulted and shall consult its own tax advisers in relation to the purchase of the NFC Tokens;. (v) it acknowledges and accepts that:
. (i) the Company is not licensed or approved by the MAS nor the IES, and that currently there is no intention for the Company to apply for any financial services licence or regulatory approval under the laws and regulations of Singapore;. (ii) NFC Tokens do not constitute, and are not characterised as, any of the Regulated Products, and therefore the Applicant will not be able to invoke or avail itself of any regulatory protection or remedies applicable in respect of such Regulated Products under the laws and regulations of Singapore, in relation to its purchase, holding or trading of NFC Tokens; and. (iii) any information or documentation (including this Agreement and the Company Whitepaper) provided to the Applicant by the Company (or any of its affiliates), or anyone acting on their behalf, does not purport to be, and shall not in any way be understood as constituting, the provision of any advice or recommendation relating to any Regulated Product nor constitute any financial, business, accounting, legal or tax advice or recommendation;. (w) it understands that the purchase of the NFC Tokens involves various risks (including the risk of total loss on the entire Consideration for the NFC Tokens and other risks as set out in the Company Whitepaper) and that it has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of purchasing the NFC Tokens;. (x) it acknowledges and agrees that trading of the NFC Tokens is prohibited prior to the date on which the Company notifies purchasers that the Company has been released (the "Release Date");. (y) it has not offered or sold, and will not offer or sell prior to the Release Date, directly or indirectly, any NFC Token;. (z) it has not distributed and will not distribute, directly or indirectly prior to the Release Date, the Company Whitepaper or any other offering materials or advertisements in relation to the TGE or the NFC Tokens; and. (aa) it has reviewed its financial condition and commitments (including the legal, tax and other economic considerations involved in respect of the purchase of the NFC Tokens), alone and together with any advisers, and that, based on such review, it is satisfied that it (i) has adequate means of providing for its financial needs and possible contingencies (including performing all its obligations under this Agreement in respect of the purchase of the NFC Tokens), (ii) has no present or contemplated future need to dispose of all or any portion of the NFC Tokens to satisfy any existing or contemplated undertaking, need or indebtedness, (iii) is capable of bearing the economic risk of acquiring and
holding the NFC Tokens for the indefinite future, and (iv) has assets or sources of income which, taken together, are more than sufficient so that it could bear the risk of loss of its entire investment or holdings in the NFC Tokens, (collectively, the "Applicant Warranties"). 5.2 Each of the Applicant Warranties given under this Clause 5:. (a) shall be separate and independent and shall not be limited by anything in this Agreement; and. (b) shall not in any respect be extinguished or affected by Completion except by a specific and duly authorised waiver or release in writing by the Company. 5.3 The Applicant acknowledges that as part of the Company's responsibility under Singapore AML/CFT Laws and/or to comply with such AML/CFT Laws, the Company may require a detailed verification of the Applicant s and/or the Applicant's beneficial owners (if applicable) identity and the source of payment and undertakes to the Company to promptly provide any and all information, data and/or documentation that the Company may request at any time (including any time before, at or after Completion) for the purpose of the Applicant s subscription for the NFC Tokens and the transactions contemplated in this Agreement (including, but not limited to, where applicable, any information that may be required under any law or regulation to enable the Company to satisfy or comply with any Know-Your-Client regulations, AML/CFT Laws and/or the Foreign Account Tax Compliance Act) or to respond to requests for information concerning the identities of the holders of NFC Tokens or the beneficial owners thereof (if applicable) from any governmental authority, self-regulatory organisation or financial institution in connection with its anti-money laundering compliance procedures. 5.4 The Applicant expressly acknowledges, understands and agrees that the Applicant is using the Smart Contract and purchasing the NFC Tokens at the Applicant s sole risk and that the Smart Contract and the NFC Tokens are each provided, used and acquired on an "AS IS" and on an "AS AVAILABLE" basis without representations, warranties, promises or guarantees whatsoever of any kind by the Company, its Representatives or affiliates, and the Applicant shall rely on its own examination and investigation thereof. 5.5 The Applicant irrevocably confirms that:. (a) it understands that neither the Company Whitepaper, the Constitution, nor any other document will be registered with any regulator in any jurisdiction and that no product disclosure statement or other disclosure document under the SFA or any other securities law will be prepared in respect of the TGE, and that the information provided to the Company in respect of the TGE is not required
to, and may not, contain all of the information that a product disclosure statement under Singapore law is required to contain;. (b) it has no right or entitlement to any payment (including any distribution, dividend or interest payment) or other financial benefit, nor to the return of our purchase price, as a result of purchasing the NFC Tokens, and nor is it entitled to redeem its NFC Tokens, and it has no right to any future revenues of or shares in the Company;. (c) it has no rights in relation to the governance of the Company or decisionmaking rights in respect of the Company as a result of holding any NFC Tokens;. (d) it understands that the TGE is not approved or authorised by any government or regulator in any jurisdiction;. (e) it understands that there is no warranty or assurance that the network of Ethereum miners will allocate the NFC Tokens to the Applicant as is intended by this Agreement or the Company Whitepaper;. (f) it is legally permitted to transfer ETH to the Smart Contract System and participate in the TGE in its jurisdiction;. (g) it will contribute ETH from a wallet or wallet service provider that technically supports the NFC Tokens, and it understands and accepts that its failure to ensure this may result in it not gaining access to any NFC Tokens allocated to it in the TGE;. (h) it is not participating in the TGE or acquiring or using NFC Tokens for any illegal purposes;. (i) it is primarily purchasing the NFC Tokens to access the Company and related services and that it agrees and will comply with the policies relating to and the terms of use or access to the Company and related services and any updates thereto;. (j) it understands that no secondary market or liquidity is guaranteed in respect of any NFC Tokens it purchases and that the value of the NFC Tokens may experience extreme volatility or depreciate in full to zero; and. (k) the Company has absolute discretion to determine from independent sources the USD/ETH rate used to calculate the Consideration, and it has no right to dispute the rate used on any basis. 5.6 The Applicant irrevocably gives the following confirmations to NO FAKE TODAY (and acknowledge that its confirmations are contractual promises
which confer benefits on NO FAKE TODAY, and that the provisions of any contracts privacy legislation in any jurisdiction, including in Singapore, the Contracts (Rights of Third Parties) Act (Chapter 53B of Singapore), apply to these promises and that NO FAKE TODAY has the benefit of them and may enforce them against it directly under that legislation):. (a) neither NO FAKE TODAY nor any of its directors, officers, employees, agents, attorneys, associated companies or successors is to be responsible to it if it is a holder of NFC Tokens for:. (i) any statement, representation or warranty contained in the Company Whitepaper or any other document or on any website or other electronic medium in relation to the Company, the TGE or the NFC Tokens;. (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of any NFC Token or the Company; or. (iii) any failure by the Company to perform is obligations under any document;. (c) it understands that NO FAKE TODAY has no on-going obligations in respect of the NFC Tokens or otherwise, and in particular NO FAKE TODAY is not required to keep itself informed as to the observance by the Company of its obligations under any document or to investigate whether or not a breach of those terms may have occurred; and. (d) it has made and will continue to make independently and without reliance on any other holder or prospective holder of NFC Tokens its own due diligence, analysis and decisions in relation to the NO FAKE TODAY and the terms of the NFC Tokens. 6. INDEMNITY 6.1 The Applicant irrevocably undertakes to keep the Company and their Representatives and affiliates fully and effectively indemnified against any and all losses, costs, damages, claims, demands, actions, proceedings, liabilities and expenses whatsoever (including but not limited to all legal costs or attorney s fees on a full indemnity basis) that the Company or any of its Representatives and affiliates may incur or suffer in connection with or arising from any (a) fraud, negligence or misconduct on the part of the Applicant or its Representatives, (b) breach (whether actual or alleged) or inaccuracies of any of the Applicant Warranties and/or (c) default by the Applicant of any of its obligations under this Agreement. 6.2 The Applicant irrevocably undertakes to keep the Company and any of their
associated entities, employees, agents or assigns and affiliates fully and effectively indemnified against any and all losses, costs, damages, claims, demands, actions, proceedings, liabilities and expenses whatsoever (including but not limited to all legal costs or attorney s fees on a full indemnity basis) that any such entity may incur or suffer in connection with or arising from any breach by it of any selling restriction set out in the Company Whitepaper. 6.3 Any liability to the Company hereunder may in whole or in part be released, compounded or compromised, or time or indulgence may be given, by the Company in its absolute discretion without in any way prejudicing or affecting its rights against the Applicant. Any release or waiver or compromise shall be in writing and shall not be deemed to be a release, waiver or compromise of similar conditions in the future. 7. CONFIDENTIALITY 7.1 The Applicant undertakes to the Company that it shall (and shall procure that its Representatives and where applicable their officers, employees and agents shall):. (a) not, without the prior written consent of the Company, use or disclose to any person Confidential Information it has or acquires; and. (b) make every effort to prevent the use or disclosure of Confidential Information. 7.2 The confidentiality obligation under Clause 7.1 shall not apply to:. (a) any information which becomes generally known to the public, other than by reason of any wilful or negligent act or omission of the Applicant or any of its Representatives;. (b) any information which is required to be disclosed pursuant to any applicable laws or any requirement of any competent governmental or statutory authority or pursuant to rules or regulations of any relevant regulatory, administrative or supervisory body (including without limitation, any relevant stock exchange or securities council);. (c) information which is required to be disclosed pursuant to any legal process issued by any court or tribunal whether in Singapore or elsewhere; and. (d) information disclosed by the Applicant to its bankers, financial advisers, consultants and legal or other advisers for the purpose of this Agreement.
8. COSTS Each Party shall bear its own legal and other costs and expenses of and incidental to the negotiation, preparation, execution and performance by it of this Agreement and all ancillary documents and the subscription hereby agreed to be made. 9. GENERAL Save as expressly provided herein, any right of termination conferred upon the Company shall be in addition to and without prejudice to all other rights and remedies available to it and no exercise or failure to exercise such a right of termination shall constitute a waiver of any such other right or remedy. 10. ILLEGALITY The illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision. 11. PARTIAL INVALIDITY If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired. 12. COMMUNICATIONS 12.1 Each and every communication under this Agreement shall be in writing in the English language and delivered either by hand, post or electronic mail. Each communication or document to be delivered by a Party shall be sent to that Party at the physical or electronic mailing address (as the case may be) and marked for the attention of the person (if any), from time to time designated by that Party for the purpose of this Agreement. The addresses and electronic mail addresses of the Parties for the purpose of this Agreement are: The Company Address : 9 Temasek Boulevard #04-02 Suntec Tower Two Singapore (038989) Electronic Mail Address : info@nofake.today
The Applicant : Address : As specified by the Applicant in the Sales Application Attention : As specified by the Applicant in the Sales Application Electronic Mail Address : As specified by the Applicant in the Sales Application. 14 12.2 A demand, notice, or other communication made or given by a Party to the other Party in accordance with this Clause 12 shall be effected and deemed to be duly served:. (a) if it is delivered by hand, when left at the address required by this Clause 12;. (b) if it is sent by prepaid post (air-mail, if international), three (3) Business Days after it is posted; or. (c) if it is sent by electronic mail, on the day of despatch.. In proving such service it shall be sufficient to prove that delivery by hand was made, the envelope containing such notice or document was properly addressed and posted as a prepaid mail letter, the electronic mail indicates the transmission was successful, or there was receipt of an electronic confirmation or reply indicating that the electronic transmission was successful. 12.3 Without prejudice to Clause 12.2, if any demand, notice or other communication is received, served or deemed to be received or served on a day that is not a Business Day, such demand, notice or communication shall be deemed to have been received or served on the next succeeding Business Day, provided always that this Clause 12.3 shall not operate to render either Party's rights, remedies or claims under this Agreement time-barred or any demand, notice or other communication being deemed to be served out of time. 13. FURTHER ASSURANCE Each Party shall do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary to give effect to the terms of this Agreement.
14. ENTIRE AGREEMENT This Agreement, and the documents referred to in it (including without limitation, the Company Whitepaper and the Smart Contract), constitutes the entire agreement and understanding between the Parties relating to the subject matter of this Agreement and no Party has entered into this Agreement in reliance upon any representation, warranty or undertaking of the other Party which is not set out or referred to in this Agreement. Nothing in this Clause shall however operate to limit or exclude liability for fraud. 15. ASSIGNMENT The Applicant shall not (nor shall it purport to) assign, transfer, charge or otherwise deal with all or any of its rights under this Agreement nor grant, declare or dispose of any right or interest in it without the prior written consent of the Company. 16. VARIATIONS Unless expressly agreed, no variation shall constitute a general waiver of any provision of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement which have already accrued up to the date of variation, and the rights and obligations of the Parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so varied. The expression "variation" shall include any amendment, supplement, deletion or replacement however effected. 17. REMEDIES AND WAIVERS No failure on the part of the Company to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof, and any single or partial exercise of any right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided to the Company in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. 18. TIME OF ESSENCE Any date, time or period mentioned in any provision of this Agreement may be extended by mutual agreement between the Parties but as regards any time, date or period originally fixed and not extended or any time, date or period so extended as aforesaid, time shall be of the essence. 19. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT Unless expressly provided to the contrary in this Agreement, a person who is not party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act (Chapter 53B of Singapore) to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from the said Act.
20. NO PARTNERSHIP Nothing in this Agreement and no action taken by the Applicant or the Company shall constitute, or be deemed to constitute, a partnership, association, joint venture or other cooperative entity between the Applicant and the Company. Nothing in this Agreement and no action taken by the Applicant or the Company shall constitute, or be deemed to constitute, either party to be the agent of the other party for any purpose and neither party has, pursuant to this Agreement, any authority or power to bind or to contract in the name of the other party. 21. GOVERNING LAW 21.1 This Agreement shall be governed by, and construed in accordance with, the laws of Singapore. 21.2 The Parties agree that any dispute arising out of or in connection with this Agreement, including any question as to the validity, existence or termination of this Agreement, shall be referred to and finally resolved by arbitration pursuant to the rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The seat of arbitration shall be Singapore and the arbitration shall be conducted in English. The arbitral tribunal shall consist of one arbitrator.