(1) Anapp Blockchain Technologies Limited, a company incorporated in Hong Kong with company no. 2674146, whose registered office is at 12th Floor, Edward Wong Tower, 910 Cheung Sha Wan Road, Kowloon, Hong Kong (the “Vendor”); and
(2) Name of Buyer as defined in the electronic contract to which this standard contract is attached (the “Purchaser”).
(A) the Vendor is developing a digital token utilising blockchain technology, named as “IOTWs” (each an “IOTW” or a “Token”);
(B) the Purchaser wishes to acquire the Subject IOTWs (as defined below) in consideration of the Consideration (as defined below) subject to the terms and conditions set out herein;
(C) the Purchaser agreed to settle the Consideration according to Clause 2 of this Agreement; and
NOW IT IS HEREBY AGREED AND WITNESSES as follows:
1.01 In this Agreement, the following expressions have the following meanings:
“Agreement” means this sale and purchase agreement;
“Consideration” means the amount that is defined in the electronic contract to which this standard contract is attached;
“Delivery” means the delivery of the Subject IOTWs to the Purchaser pursuant to Clause 2.01;
“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;
“Initial Coin Offering” or “ICO” means one or a series of transactions pursuant to which the Vendor will sell the IOTWs to the general public in a publicized product launch.
“IOTW Base Price” means the price per IOTW as defined in the electronic contract to which this standard contract is attached;
“Parties” means parties to this Agreement, and each a “Party”;
“Subject IOTWs” means the quantity of IOTWs to be delivered to the Purchaser according to the electronic contract to which this standard contract is attached;
1.02 Clause headings are for convenience only and shall not affect the construction of this Agreement.
1.03 References herein to Clauses are clauses in this Agreement unless the context requires otherwise.
1.04 Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing a gender include every gender.
2. Sale and purchase of subject IOTWs
2.01 On and subject to the terms and conditions of this Agreement, the Vendor shall as legal and beneficial owner deliver to the Purchaser the Subject IOTWs, free from all liens, charges, encumbrances, equities and other third party rights, according to the following schedule:
|Number of Subject IOTWs||Delivery Date|
|As defined in the electronic contract to which this standard contract is attached||As defined in the electronic contract to which this standard contract is attached|
2.02 In consideration of the delivery of the Subject IOTWs pursuant to Clauses 2.01, the Purchaser shall pay the Vendor the Consideration according to the electronic contract to which this standard contract is attached.
2.03 Once the total sales proceeds from the ICO reaches the Hard Cap as defined by the Company’s website www.iotw.io, the Company will immediately cease to receive payments from new buyers of its ICO. Any proceeds received in excess to the Hard Cap will be refunded to the relevant buyers accordingly as soon as possible.
2.04 The Vendor shall use its best endeavor to arrange for the Subject IOTWs to be admitted for trading on an online crypto exchange on or before December, 2018. The schedule may be subject to change, depending on the circumstances.
3. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE VENDOR
3.01 The Vendor hereby represents, warrants and undertakes to the Purchaser that:
(a) it is duly incorporated and validly subsisting and has the full power to sell and transfer the Subject IOTWs to the Purchaser;
(b) the Subject IOTWs will be free from all charges, liens, encumbrances and other third party rights immediately before the Delivery; and
(c) it has full corporate power and authority to enter into, and engage in the transactions contemplated by, this Agreement and has taken or obtained all necessary corporate actions and consents to authorise and approve the execution and performance by it of this Agreement and that the entering into of this Agreement constitutes a legal, valid and binding obligation of the Vendor, enforceable against the Vendor.
4. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE PURCHASER
4.01 The Purchaser hereby represents, warrants and undertakes to and with the Vendor that:
(a) he has read carefully the warning statement on the cover of this Agreement and confirm that the entering into of this Agreement would not result in the Vendor violating any laws in any part of the world (other than the laws of Hong Kong) and agreed to indemnify and keep the Vendor indemnified against any losses (including any penalties paid or payable by the Vendor) in connection with or ancillary to the entering into of this Agreement provided that such loss would not have occurred but for the background of or laws applicable to the Purchaser or his ultimate beneficial owner(s) (including but not limited to its place of incorporation, nationality, place of residence);
(b) he acknowledges and confirms that the Subject IOTWs are not securities as defined under the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) and is a virtual commodity;
(c) he acknowledges and accepts that there are risks associated with a digital token like IOTW including its value may fluctuate and may of no resale value and that the Vendor makes no representation as to the value of the IOTW in the future; and
he confirms that he has obtained sufficient professional advice (including but not limited to technological advice, legal advice and financial advice) in relation to the entering into of this Agreement.
5. FURTHER ASSURANCE
The Parties 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.
Each Party shall pay its own costs and disbursements (including stamp duty (if any)) of and incidental to this Agreement.
7.01 Each notice, demand or other communication given or made under this Agreement shall be in writing and delivered or sent to the following e-mail address of the relevant Party (or such other address as the addressee has by five (5) business days’ prior written notice specified to the other Parties):
Purchaser: As defined in the electronic contract to which this standard contract is attached
7.02 Each notice, demand or other communication given or made in accordance with Clause 7.01 shall be deemed to be received by the relevant Party on the next business day of the date which the sender receives confirmation on its server that the message has been transmitted
8. ENTIRE AGREEMENT AND MUTUAL RELEASE
This Agreement (together with any documents referred to herein) constitutes the whole agreement between the Parties and supersedes any previous agreements, arrangements or understandings between them relating to the subject matter hereto.
9. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of Hong Kong and the parties hereto hereby irrevocably submit to the non exclusive jurisdiction of the Hong Kong courts.
This Agreement may be executed in one or more counterparts, and by the Parties on separate counterparts, but shall not be effective until each Party has executed at least one counterpart and each such counterpart shall constitute an original of this Agreement but all the counterparts shall together constitute one and the same instrument.
11. PAYMENT METHODS
|11.01) Bank in (Recommended)||Bank:||Dah Sing Bank|
|Bank Address:||Shop 10, 1/F Podium, Admiralty Centre, 10 Harcourt Road, Admiralty, Hong Kong|
|Account Name:||Anapp Technologies Limited|
|Address:||12/F, Edward Wong Tower, 910 Cheung Sha Wan Road, Kowloon, Hong Kong|
|Make a remittance to Dah Sing Bank. Scan the receipt. Reply this email with the receipt as attachment.
|11.02) By ETH/BTC||a) Vendor’s ETH address||0xA532250341353A830BBaeD27F341B08B02025361
(use this wallet to buy IOTW tokens with ETH)
|b) Vendor’s BTC address||38NjHyGqRsroAEzrLnjxSUFgnps6Xpzd4V
(use this wallet to buy IOTW tokens with BTC)
Please send the payment within 5 days after we send out the signed contract. If you don’t do so, this contract will be cancelled.
AnApp has implemented KYC in order to protect against international regulations. By implementing KYC, the IOTW project will be protected from legal risks and provide the foundation for a more stable development environment, list IOTW on cryptocurrency exchanges, and better enable the community connections. Please note, you MUST go through the KYC process to unlock your IOTW coins.