Token Sales Terms
NOTICE TO RESIDENTS of the United States
THE OFFER AND SALE OF THIS SECURITY INSTRUMENT 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. THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
NOTICE TO RESIDENTS of Canada
UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT THE ISSUER BECOMES A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.
NOTICE TO RESIDENTS OF China
THE RIGHTS ARE NOT BEING OFFERED OR SOLD AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE PEOPLE’S REPUBLIC OF CHINA (FOR SUCH PURPOSES, NOT INCLUDING THE HONG KONG AND MACAU SPECIAL ADMINISTRATIVE REGIONS OR TAIWAN), EXCEPT AS PERMITTED BY THE SECURITIES AND OTHER LAWS AND REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA
NOTICE TO RESIDENTS of the United Kingdom
In the United Kingdom this document is being distributed only to, and is directed only at (and any investment activity to which it relates will be engaged only with): (i) investment professionals (within the meaning of article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the ‘‘FPO’’)); (ii) persons or entities of a kind described in article 49 of the FPO; (iii) certified sophisticated investors (within the meaning of article 50(1) of the FPO); and (iv) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as ‘‘Relevant Persons’’).
This document has not been approved by an authorized person. Any investment to which this document relates is available only to (and any investment activity to which it relates will be engaged only with) Relevant Persons. This document is directed only at Relevant Persons and persons who are not Relevant Persons should not take any action based upon this document and should not rely on it. It is a condition of you receiving and retaining this document that you warrant to the Company, its directors, and its officers that you are a Relevant Person.
THIS SECURITY INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. SEE THE STATEMENT OF “RISK FACTORS” IN EXHIBIT A HEREOF.
EVERY,a product of Commerce
(Simple Agreement for Future Tokens)
THIS CERTIFIES THAT in exchange for the payment by _____________________ (the “Purchaser”) of ____________ __ US Dollars __ Ethereum __ Bitcoin (the “Purchase Amount”) of the Company’s tokens to be issued in the Company’s first sale of Tokens that is anticipated to take place on or about December 2018, Commerce Cooperative dba EVERY, a Washington cooperative (the “Company”), hereby issues to the Purchaser the right to certain number of EVERY Tokens created by the Company (the “Token”), effective upon the execution and delivery hereof by each of the parties hereto, subject to the terms set forth below.
“Public Pre-Sale Bonus”is 20%
“Token Price” is $0.08 USD
See Section 2 for certain additional defined terms.
(a) Public Pre-Sale. A purchaser who executes this SAFT between February 20, 2018 and the end of the Public Pre-Sale will receive a Public Pre-Sale Bonus. The Public Pre-Sale begins February 20, 2018 and will end at the discretion of the EVERY Co-op Board no later than the commencement of the Public Sale anticipated to take place on or about December 2018. Should the EVERY Co-op Board choose to close the Public Pre-Sale prior to the Public Sale an announcement will be posted on with at 7 days’ notice before the end of the Public Pre-Sale. The purchaser will determine the US Dollar, BTC, or ETH amount they wish to submit toward the purchase of EVERY Tokens that will be executed at the end of the Public Sale. The start of the Public Sale will also be announced on with at least 7 days’ notice before the beginning of the Public Sale.
(b) Public Sale.
(i) On the event of a Network Launch before the expiration or termination of this instrument, the Company will mint and deliver to the Purchaser the number of units of the Token equal to the Purchase Amount divided by the Token Price plus any applicable bonus to the Token purchase.
In connection with and prior to the minting and delivery of Tokens by the Company to the Purchaser pursuant to this Section 1(a):
(ii) The Purchaser will execute and deliver to the Company any and all other transaction documents related to this SAFT; and
(iii) The Purchaser will provide to the Company an ERC20 wallet address for which to allocate Purchaser's Tokens.
(d)Dissolution Event. If there is a Dissolution Event before this instrument expires or terminates, the Company 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. The Purchase Amount will be paid prior and in preference to any Distribution of any of the assets of the Company to holders of outstanding capital stock of the Company by reason of their ownership thereof. If immediately prior to the consummation of the Dissolution Event, the assets of the Company legally available for distribution to the Purchaser and all holders of all other SAFTs (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 entire 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 pursuant to this Section 1(b).
(e)Termination. This instrument will expire and terminate (without relieving the Company of any obligations arising from a prior breach of or non-compliance with this instrument) upon either (i) the minting and delivery of Tokens to the Purchaser pursuant to Section 1(b); or (ii) the payment, or setting aside for payment, of amounts due the Purchaser pursuant to Section 1(b).
“Token Price” the price per token sold by the Company at or around the time of Network Launch
“Public Pre-Sale Bonus” the token bonus to the Public Pre-Sale purchase
“Dissolution Event” means (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the Company’s creditors or (iii) any other liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.
“Network Launch” means a bona fide transaction or series of transactions, pursuant to which the Company will sell the Tokens to the general public or approved individuals or entities in a marketed product launch.
“SAFT” means an instrument containing a future right to units of tokens, similar in form and content to this instrument, purchased by Purchasers for the purpose of funding the Company’s business operations.
“Subsequent SAFT” means a SAFT the Company may issue after the issuance of this SAFT but prior to the Network Launch with the principal purpose of raising capital. This definition excludes: (i) Tokens minted and delivered pursuant to any staff incentive or similar plan of the Company; (ii) Tokens minted and delivered or deliverable to third party service providers or others in connection with the Network Launch or the provision of goods or services to the Company; (iii) Tokens minted and delivered or deliverable in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships; and (iv) any convertible securities issued by the Company.
3. Company Representations
(a) The Company is a Washington State Cooperative association duly organized, validly existing and in good standing under the laws of the State of Washington, 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 minted and delivered 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 the Company, it is not in violation of (i) its current certificate 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) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, 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.
(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 any conflict with, or infringement of the rights of, others.
4. Purchaser Representations and Acknowledgements
(a) The Purchaser has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument 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 creditors’ rights generally and general principles of equity.
(b) The Purchaser is an accredited Purchaser as such term is defined in Rule 501 of Regulation D under the Securities Act and Purchaser acknowledges and agrees that Purchaser’s status as an Accredited Investor must be verified by the Company in compliance with Rule 506(c) of Regulation D under the Securities Act. The Purchaser has been advised that this instrument is a security that has not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Purchaser is purchasing this security 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) To receive any Tokens hereunder, Purchaser must also first join the EVERY Co-op with the purchase of a lifetime membership, priced at $0.99.
(a) Any provision of this instrument may be amended, waived or modified only upon the written consent of the Company and the Purchaser.
(b) Any notice required or permitted by this instrument will be deemed sufficient when sent by email to the relevant address listed on the signature page, as subsequently modified by written notice.
(c) The Purchaser is not entitled, as a holder of this instrument, 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 or 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 instrument 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; provided, however, that this instrument and/or the rights contained herein may be assigned without the Company’s consent by the Purchaser to any other entity who directly or indirectly, controls, is controlled by or is under common control with the Purchaser, including, without limitation, any general partner, managing member, officer or director of the Purchaser, or any venture capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same management company with, the Purchaser; and provided, further, that the Company may assign this instrument in whole, without the consent of the Purchaser, in connection with a reincorporation to change the Company’s domicile.
(e) In the event any one or more of the provisions of this instrument 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 instrument operate or would prospectively operate to invalidate this instrument, 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 instrument and the remaining provisions of this instrument will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.
(f) Ethereum Price Guarantee. For any SAFT purchased in Ethereum (ETH) between September 1 and September 30 2018, the company will honor the token equivalency of the purchase to the highest USD conversion rate of ETH 30 days after the completion of the SAFT, with USD conversion rates taken from www.coingecko.com.
(g) Governing Law, Venue and Jurisdiction. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of Washington, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or indirectly from this Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the state of Washington and agree that any such litigation shall be conducted only in courts located in King County in the state of Washington and no other courts.