notice TO THE PURCHASER

THIS SAFT (AS DEFINED BELOW), THE RIGHT (AS DEFINED BELOW) AND THE FNB TOKEN (AS DEFINED BELOW) ARE NOT INTENDED TO CONSTITUTE, AND SHOULD NOT BE CONSTRUED AS, SECURITIES, UNITS IN A COLLECTIVE INVESTMENT SCHEME OR UNITS IN A BUSINESS TRUST, AS DEFINED UNDER THE FCA (AS DEFINED BELOW) OR AS DEFINED UNDER THE LAWS OF ANY OTHER JURISDICTION, EXCEPT THIS SAFT IS AN INVESTMENT CONTRACT UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), THE RIGHT IS A SECURITY UNDER THE U.S. SECURITIES ACT AND THE FNB TOKEN COULD BE A SECURITY UNDER THE U.S. SECURITIES ACT. 
THE CONTENTS OF THIS DOCUMENT HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN SOUTH KOREA OR ELSEWHERE. THE PURCHASER IS ADVISED TO EXERCISE CAUTION IN RELATION TO THIS DOCUMENT, THE RIGHT AND THE AIRBLOC TOKENS.
THIS SAFT, THE RIGHT AND THE FNB TOKEN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OR UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND THEY MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (AS DEFINED BELOW) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. ACCORDINGLY, THIS SAFT AND THE RIGHT IS ONLY BEING OFFERED AND SOLD TO A PERSON OUTSIDE THE UNITED STATES WHO IS A NON-U.S. PERSON PURSUANT TO REGULATION S UNDER THE U.S. SECURITIES ACT. 
THE PURCHASER MAY NOT BE OFFER, SELL OR OTHERWISE TRANSFER, PLEDGE OR HYPOTHECATE THIS SAFT, THE RIGHT OR THE FNB TOKEN EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
PERSONS IN THE PRC (AS DEFINED BELOW) AND PRC CITIZENS AND ENTITIES ARE PROHIBITED FROM ENTERING INTO THIS SAFT.

FNB TOKEN, a product of FNB LIMITED.
Simple Agreement for Future Tokens
(“SAFT”)

THIS CERTIFIES THAT in exchange for the payment by the undersigned purchaser (the “Purchaser”) of the ETH equivalent, in accordance with the Applicable Exchange Rate (as defined below), of USD 			 (the “Purchase Amount”), on or about 		, 2018, to FNB LIMITED. , or its nominee (the “Company”), in consideration, the Company hereby issues to the Purchaser the right (the “Right”) to certain units of FNB Tokens (as defined below), subject to the terms set forth below:

1. Definitions

“Applicable Exchange Rate” shall mean the average price based on the highest price and lowest price of ETH as obtained from coinmarketcap.com on the day and at the time that the Company notifies the Purchaser in writing that the Company has received the Purchase Amount from the Purchaser. In the event that coinmarketcap.com is down, or the values are otherwise unavailable, the values will be obtained from https://www.coindesk.com/ethereum-price upon such malfunction being resolved. 

“Company” has the meaning ascribed to it in the recitals. 

“Dissolution Event” means (i) a voluntary termination of operations of the Company, (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.

“Dissolving Purchasers” has the meaning ascribed to it under Section 2(c). 

“ETH” means the code referred to as “ether” used to operate applications on the Ethereum network.

“FCA” means Financial Investment Services and Capital Markets Act of South Korea.

“FNB Tokens” or “Tokens” means the tokens to be generated and/or issued by the Company at the Network Launch.

 “Indemnified Parties” has the meaning ascribed to it under Section 6(a). 

“Malware” means any viruses, Trojans, worms, logic-bombs, keystroke loggers, spyware, adware, denial of service attacks, mining attacks, Macros, or any other harmful programs, or similar computer code which is malicious or technologically harmful and is designed to damage or adversely affect the content, software or performance of any platform or the operation of any other computer software or hardware.

“Network Launch” means the earlier of the issuance and sale of Tokens by the Company to the general public in a publicized Token sale, or the issuance of Tokens to Professional Investor and or similar other persons, under the applicable laws, who have made prior payment for Tokens pursuant to a SAFT. For the avoidance of doubt, Tokens shall be issued to the relevant investors who have made payment for Tokens pursuant to a SAFT, regardless of whether a publicized Token sale is carried out by the Company. 

“Platform” means the blockchain platform the Company intends to develop for the purpose of establishing a decentralized franchise business ecosystem which delivers consolidation, transparency, integration and convenience to the current fragmented payment and point system of franchise businesses.  

“PRC” means the People’s Republic of China.

“Professional Investor” means a professional investor as defined in the FCA.

“Purchase Amount” has the meaning ascribed to it in the recitals.

“Purchaser” has the meaning ascribed to it in the recitals. 

“Required Tax” has the meaning ascribed to it under Section 3(f).

“Right” has a meaning ascribed to it in the recitals. 

“SAFT” means an agreement, similar in form and content to this document, containing a future right to units of Tokens purchased by Purchasers, under which a significant portion of the amount raised will be used to fund the development of the Platform.

“SGT” means Singapore time.

“SIAC” has a meaning ascribed to it under Section 7(g). 

“Token Price” means US$ 0.02 to 1 FNB Token.

“U.S.” or “United States” means the United States of America, its possessions and territories, any State of the United States, and the District of Columbia.

“USD” or “US$” means United States dollar, the legal currency of the United States of America.

“U.S. Person” means “U.S. person” as that term is defined in Rule 902 of Regulation S under the U.S. Securities Act.

“U.S. Securities Act” has the meaning ascribed to it in the recitals.

“White Paper” has a meaning ascribed to it under Section 5(b)(iii).
2.   Events

(a)  	Network Launch. If there is a Network Launch before the expiration or termination of this SAFT, the Company will, in accordance with Section 2(b), automatically issue to the Purchaser the aggregate number of Tokens which can be purchased by the Purchase Amount based on the Token Price. 
In connection with and prior to the issuance of Tokens by the Company to the Purchaser pursuant to this Section 2(a) and Section 2(b):
(i) The Purchaser will execute and deliver to the Company any and all other documents related to the transaction required under this SAFT or otherwise reasonably requested by the Company; and
(ii) The Purchaser will provide to the Company a network address for the Company to allocate Tokens to be issued to the Purchaser.

(b)	Lock-Up Period. 25% of the Tokens to be issued pursuant to Section 2(a) will be released at 23:59:00 (GMT+9) on the dates every 40 days from the date of the Network Launch. 

(c)	Dissolution Event. If there is a Dissolution Event before this SAFT expires or terminates, the Company may refund an amount equal to the Purchase Amount, due and payable to the Purchaser upon the Dissolution Event. If immediately prior to the consummation of the Dissolution Event, the assets of the Company that remain legally available to provide refunds 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 remaining assets of the Company legally available for such refunds, may be refunded 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 2(a. The currency of the refunded amounts, which may be in ETH or otherwise, and the procedure of the refund process shall be at the Company’s sole discretion. 

(d)  	Termination. This SAFT will expire and terminate upon the earlier of (i) the issuance of Tokens to the Purchaser pursuant to Section 2(a); or (ii) the payment, or setting aside for payment, of amounts due the Purchaser pursuant to Section 2(c). 
 
(e)	Termination or Postponement by Company. The Purchaser acknowledges and agrees that if the Purchaser has not provided the information specified in or required by Exhibit A the Company may at any time prior to the issuance of FNB Tokens on Network Launch:

(i) suspend or postpone the issuance of the FNB Tokens to the Purchaser until such time as the Purchaser has provided the required information; or

(ii) terminate this SAFT with immediate effect and without notice or liability to the Purchaser.
3.   Purchase of Rights 
(a)  Due Diligence. As part of the Company’s due diligence procedure, the Purchaser will complete Exhibit A hereof to verify its identity and its Professional Investor status. In addition to the information and documents required in Exhibit A, the Purchaser will provide any further information or documents as reasonably requested by the Company from time to time.
(b)  Payment Procedure. The Company will accept payment of the Purchase Amount under this SAFT in ETH. The Purchaser will make the required payment of the Purchase Amount to the Company in accordance with the procedures set forth in Exhibit B hereof, which may be amended by the Company subject to prior notice to the Purchaser. 
(c) Time of Payment: The Purchaser shall make the payment of the Purchase Amount within seven (7) days upon signing of this SAFT, the cut-off being 23:59:00 (GMT+9). In the event that the payment of the Purchase Amount has not been made in full to the Company, in accordance with the provisions of this SAFT, before the cut-off time, then the Purchaser shall be subject to a late payment interest of 10 per cent per annum, which will accrue on a daily basis upon the cut-off date until the actual date of payment. The Company shall be entitled to set-off the late payment interest against the Purchase Amount such that the total amount of Tokens to be issued to the Purchaser will take into account such a deduction. 
(d) Transfer of Payment. The Purchaser is solely responsible for ensuring that: (i) the Purchase Amount is transferred to the correct digital wallet address, as may be notified to the Purchaser in writing by the Company, without errors; and (ii) the Purchaser transfers sufficient Purchase Amount to purchase the number of the Tokens the Purchaser wishes to purchase. The Purchaser shall bear any third party transaction fees that may be incurred in connection with the payment.
(e)  No Refund. Unless otherwise stated herein, the Purchaser acknowledges and agrees that the payment of the Purchase Amount is final, irreversible and non-refundable. The Purchaser has no right to request a refund for any reason or to receive money or other compensation from the Company for the Right or any Token.
(f)  Tax. Any amounts that the Purchaser pays for the Right are exclusive of all applicable taxes. The Purchaser is solely responsible for determining what, if any, taxes apply to the Purchaser’s purchase of the Right, including goods and services, sales, use, value added, and similar taxes. It is the Purchaser’s sole responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. The Company is not responsible for withholding, collecting, reporting, or remitting any taxes including goods and services, sales, use, value added, or similar tax arising from the Purchaser’s purchase of the Right. In the event that the Company is required, due to applicable laws, to pay, withhold, collect or remit any tax arising from the Purchaser’s purchase of the Right (a “Required Tax”), the Company shall have the right, but not the obligation, to reduce the number of Tokens to be issued to the Purchaser pursuant Section 2(a) by the number of Tokens equal in value to the Required Tax in accordance with the Applicable Exchange Rate.
(g)  Cancellation. The Company reserves the rights to deny and invalidate the payments made by the Purchaser, and / or withhold the distribution of the Tokens to the Purchaser, if the Purchaser has, in the opinion of the Company, made a false, incomplete or misleading representation or failed to provide any information specified in or required by Exhibit A..
(h)  Force Majeure. The Company shall not be liable for any non-performance, error, interruption or delay in the performance of its obligations, if due, in whole or in part, directly or indirectly, to an event or failure that is beyond its reasonable control (including natural disasters, epidemics, acts of war or terrorism, acts of any government or authority, power failures, Malware, acts or defaults of the Ethereum network or any other blockchain network and / or any telecommunications network operator or carriers).

4.  Company’s Representations 
(a)  The Company is a corporation duly organized, validly existing and in good standing under the laws of its incorporation, 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 SAFT 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 SAFT 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 constitution, (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 Company’s knowledge, the performance and consummation of the transactions contemplated by this SAFT 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 non-renewal of any material permit, license or authorization applicable to the Company, its business or its operations.
(d)  No consents or approvals are required in connection with the performance of the transactions contemplated by this SAFT, 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 an infringement of the rights of others. FNB Token is not a proprietary trade name or trade mark of the Company. 
 
5.  Purchaser’s Representations, Warranties and Undertakings
(a)  The Purchaser has full legal capacity, power and authority to execute and deliver this SAFT and to perform its obligations hereunder. This SAFT constitutes a 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 agrees and acknowledges that:
(i) this SAFT, the Right and the Tokens do not constitute securities of any form in South Korea, Singapore or any jurisdiction applicable to the Purchaser;
(ii) the Purchaser has been advised that this SAFT and the Right are a security under the U.S. Securities Act and that the Token could be a security under the U.S. Securities Act , and that this SAFT, the Right and the Tokens have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States and it agrees not to offer or sell this SAFT, the Right or the Tokens in the United States or to a U.S. person except pursuant to a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws.
(iii) the white paper in relation to the Platform (the “White Paper”) does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities of any form, or any other form of investment, or a solicitation for any form of investment in any jurisdiction; 
(iv) no regulatory authority has examined or approved this SAFT, the Right, the White Paper or the transactions to which such documents relate to, no action has been or will be taken under the laws or regulatory requirements of any jurisdiction in relation thereto and the provision of this SAFT to the Purchaser and the entering into this SAFT by the Purchaser does not imply that the applicable laws or regulatory requirements have been complied with by the Company;
(v) the Tokens shall not entitle, or be construed, interpreted, classified or treated as enabling, or according any opportunity to, purchasers to participate in or receive profits, income, or other payments or returns arising from or in connection with the Platform, the Tokens, or products, or to receive sums paid out of such profits, income, or other payments or returns; and 
(vi) the Tokens are not to be construed, interpreted, classified or treated as: (aa) any kind of currency other than crypto-currency; (bb) debentures, stocks or shares issued by any entity; (cc) rights, options or derivatives in respect of such debentures, stocks or shares; (dd) rights under a contract for differences or under any other contract with the purpose or pretended purpose to secure a profit or avoid a loss; or (ee) units or derivatives in a collective investment scheme or business trust, or any other type of securities under the FCA or the laws of any other jurisdiction, provided, however, the Tokens could be securities under the U.S. Securities Act. 
(c)  The Purchaser understands that the Tokens are solely for the purpose of accessing and supporting the development, testing, deployment and operation of the Platform. The Purchaser represents and warrants that it is not purchasing the Tokens for any other purposes, including any investment, speculative or financial purpose or any illegal purpose.
(d)  The Purchaser represents and warrants that it has obtained sufficient information about the Right, the Tokens and the Platform, and has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of purchasing the Right, is able to incur a complete loss of value of the Right and the Tokens without impairing the Purchaser’s financial condition and is able to bear the economic risk of purchasing the Right and owning Tokens for an indefinite period of time.
(e)  The Purchaser represents and warrants that it is not a citizen or resident of a jurisdiction in which the entering into this SAFT or the purchase and acceptance of delivery of the Tokens is prohibited by applicable laws or regulations, and where any restrictions in relation to the entry into the SAFT and the purchase and acceptance of delivery of the Tokens are applicable, the Purchaser has observed and complied with all such restrictions at the Purchaser’s own expense. 
(f)  The Purchaser represents and warrants that it is (i) a non-U.S. Person located outside the United States; and (ii) not in the PRC or a PRC citizen or entity.
(g)  The Purchaser represents and warrants that entering into the SAFT complies with applicable laws and regulations in the jurisdiction in which the Purchaser is located and any other jurisdiction applicable to it, including: (i) legal capacity and any other threshold requirements in the jurisdiction for the purchase of the Right and the issuance of Tokens in relation thereto; (ii) any foreign exchange or regulatory restrictions applicable to such purchase; and (iii) any governmental or other consents that may need to be obtained.
(h) The Purchaser acknowledges that in making a decision to enter into this SAFT, the Purchaser has relied solely on the White Paper and independent investigations made by the Purchaser. The Purchaser represents and warrants that it is not relying on any other marketing materials for purposes of making a decision to enter in this SAFT and neither the Company nor its representatives have made any representations of any nature to induce the Purchaser to enter into this SAFT, except as specifically set forth in the White Paper. The Purchaser also acknowledges and agrees with the entirety of section named “Legal Disclaimer” as set out in the White Paper. Notwithstanding the foregoing, the Purchaser further acknowledges and agrees that the White Paper may be subject to further changes by the Company at the Company’s sole discretion. The Purchaser represents and warrants that is also not relying on the Company or its representatives with respect to the legal, tax and other economic factors involved in the purchase of the Right and the issuance of Tokens to it in relation thereto and the Purchaser has consulted with its own business, legal, financial and tax advisors in respect thereof.
(i) The Purchaser represents and warrants that it has a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanism and other material characteristics of cryptocurrencies, block-chain based software systems, cryptocurrency wallets or other token storage mechanisms, block-chain technology and smart contract technology and has carried out its own independent assessment of and its own due diligence into the Platform.
(j) The Purchaser represents and warrants to the Company that where personal data is or will be collected, used or disclosed by the Company for the purposes of the purchase of the Right and / or any of the other transactions contemplated herein, the individuals to whom the personal data relates to have, prior to disclosure, agreed and consented to such collection, use and disclosure of personal data. Any information supplied in connection with this SAFT may be held by the Company and used for the purpose of carrying out any of the transactions contemplated herein, may also be used for the purpose of carrying out the Purchaser’s instructions or responding to any enquiry purported to be given by the Purchaser or on the Purchaser’s behalf, observing any legal, governmental or regulatory requirements of any jurisdictions (including any disclosure or notification requirements to which any recipient of the data is subject); and any other purpose as may be described in the Company’s privacy policy. 
(k) The Purchaser shall comply with any applicable tax obligations in the Purchaser’s jurisdiction arising from the purchase of the Right and / or the Tokens.
(l) The Purchaser shall follow any instructions or procedures issued by the Company in relation to receiving the Tokens and the Purchaser understands that the failure to adhere to such instructions or procedures may lead to the Purchaser not being able to receive or gain access to the Tokens.
(m) The Purchaser’s represents and warrants that the crypto-currency assets representing the Purchase Amount are not derived from or related to any unlawful activities, including money laundering or terrorist financing, and the Purchaser will not use the Tokens to finance, engage in, or otherwise support any unlawful activities.
(n)  The Purchaser represents and warrants that it 
(i) is not a Sanctioned Person (as defined below) and is not controlled or 50% or more owned in the aggregate by or is not acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”); 
(ii) is not located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory; 
(iii) is not, and is not acting directly or indirectly for, a senior foreign political figure, a senior foreign political figure's immediate family or any close associate of a senior foreign political figure, unless the Company, after being specifically notified by the Purchaser in writing that it is such a person, conducts further due diligence, and determines that such a transaction shall be permitted; or 
(iv) for a foreign shell bank. The Purchaser further represents and warrants that it (aa) has conducted thorough due diligence with respect to all of its beneficial owners, (bb) has established the identities of all direct and indirect beneficial owners and the source of each beneficial owner’s funds and (cc) will retain evidence of those identities, the source of funds and all due diligence.
(o)  The Purchaser agrees and acknowledges that the procedures for the payment of the Purchase Amount as set out in Exhibit B, as may be reasonably amended by the Company from time to time with notice to the Purchaser, are deemed to be reasonable security measures for the protection of the Purchase Amount and the Purchaser undertakes not to raise any claim or suit against the Company in the event the Company suffers any act of cybercrime, cyberterrorism, hacker attacks, or invasion or outbreak of Malware, including any that result in a loss of the Purchase Amount or the Tokens issued pursuant to the Right.  
(p) The Purchaser acknowledges that due to potential developments in anti-money laundering requirements, the Company may require further verification of the identity of the Purchaser before or after FNB Tokens are issued to the Purchaser and the Company shall be held harmless and indemnified against all loss arising as a result of a failure to issue FNB Tokens if such information has not been provided by the Purchaser. The Purchaser undertakes to promptly provide to the Company such due diligence material as may be required.
(q) The Purchaser undertakes to promptly provide any information and documents as may be requested by the Company in its discretion from time to time, including complying with applicable laws, rules, regulations, guidance issued by any regulatory authority, or any requests by any government authority, regulatory authority, judicial body or court. To the extent that the Purchaser become aware of any change to the information or documents previously provided to the Company, the Purchaser undertakes to promptly notify the Company accordingly.
(r) The Purchaser represents and warrants that it is purchasing the Right for its own account and is not acting as a trustee, agent, representative or nominee.
(s) All of the above representations and warranties are true, complete, accurate and non-misleading from the time of the Purchaser’s entry into this SAFT, these representations and warranties are deemed to be restated for each day throughout the term of this SAFT and will survive the termination of this SAFT. The Purchaser shall immediately notify the Company in writing if there is a breach of any such representation or warranty.
6.   Indemnity and Limitation of Liability
(a)  The Purchaser hereby undertakes to indemnify the Company, its shareholders, directors, officers, employees, agents and its representatives (the “Indemnified Parties”) against any and all losses, damages, liability, costs or expenses which any of them may incur or to which any of them may become subject in any capacity in connection with (i) any breach of or failure by the Purchaser to comply with any obligation, covenant or undertaking made by the Purchaser in this SAFT or by any claim, action, proceeding of investigation arising out of or based upon any false declaration, representation or warranty herein (ii) any violation of any applicable law or the rights of any third parties. The Purchaser shall reimburse the Company (for itself and as trustee for the Indemnified Parties) for all reasonable legal and other expenses (including the cost of investigation and preparation) as the Company and/or the Indemnified Parties have incurred in connection with any such claim, action, proceeding or investigation.
(b)  IN NO EVENT SHALL THE COMPANY OR ANY OF THE INDEMNIFIED PARTIES BE LIABLE UNDER THIS SAFT TO THE PURCHASER OR ANY THIRD PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THIS SAFT, REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE, (II) WHETHER OR NOT THE PURCHASER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (III) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
(c)  IN NO EVENT SHALL THE COMPANY OR ANY OF THE INDEMNIFIED PARTIES BE LIABLE UNDER THIS SAFT TO THE PURCHASER OR ANY THIRD PARTY FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH (I) THE PURCHASER’S PURCHASE OF THE RIGHT; (II) THE USE OF THE TOKENS AND THE PLATFORM (III) ANY ACT OF CYBERCRIME, CYBERTERRORISM, HACKER ATTACKS, INVASION OR OUTBREAK OF MALWARE, OR OTHER SIMILAR ACTS AGAINST THE COMPANY OR ANY OF ITS REPRESENTATIVES; (IV) THE PURCHASER’S FAILURE TO IMPLEMENT REASONABLE MEASURES TO SECURE THE WALLET, VAULT OR OTHER STORAGE MECHANISM THE PURCHASER USES TO RECEIVE AND HOLD THE TOKENS; (V) ANY OTHER ACT OR OMISSION OF THE PURCHASER, REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE, (II) WHETHER OR NOT THE PURCHASER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (III) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
(d)  THE TOKENS, THE PLATFORM, AND OTHER RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND FREEDOM FROM MALWARE, IS GIVEN IN CONJUNCTION WITH THE TOKENS, THE PLATFORM OR ANY INFORMATION AND MATERIALS PROVIDED TO THE PURCHASER. WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, THE COMPANY DOES NOT WARRANT THE PURCHASE AND USE OF THE TOKENS AND THE PLATFORM WILL BE UNINTERRUPTED, SECURE OR FREE FROM ERRORS OR OMISSIONS.
7.   Miscellaneous
(a)  This SAFT 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 of written, between them. This SAFT is one of a series of similar agreements entered into by the Company from time to time.  Any provision of this SAFT may be amended, waived or modified only upon the written consent of the Company.
(b)  Any notice required or permitted by this SAFT will be deemed sufficient when sent by email to the relevant address listed on the signature page, as subsequently modified by written notice received by the appropriate party.
(c)  The Purchaser is not entitled, as a holder of this SAFT, to vote, 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 SAFT 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 the Company may assign this SAFT in whole, without the consent of the Purchaser, to a new entity nominated by the Company.

(e)  In the event that any one or more of the provisions of this SAFT 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 SAFT operate or would prospectively operate to invalidate this SAFT, 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 SAFT and the remaining provisions of this SAFT will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.

(f)  Except for an Indemnified Party, a person who is not a party has no right under the Civil Law, Article 539 of South Korea, to enforce any term of this SAFT except and to the extent (if any) that this SAFT expressly provides for such an act of enforcement to apply to any of its terms, but this does not affect any right or remedy of a third party which exists or is available apart from such provisions of this SAFT.

(g)  All rights and obligations hereunder will be governed by the laws of Singapore, without regard to the conflicts of law provisions of such jurisdiction. Any dispute arising out of or in connection with this SAFT, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this Section. The seat of the arbitration shall be in Singapore and the language of the arbitration shall be English. The tribunal for the arbitration shall consist of three (3) arbitrators. 

 (Signature page follows)
IN WITNESS WHEREOF, the undersigned have caused this SAFT to be duly executed and delivered.
 
[FNB LIMITED]:


					
for and on behalf of 
[FNB LIMITED]

Name:					
Title:					
Email:					

[INSERT NAME OF THE PURCHASER]:

					
for and on behalf of 
[INSERT NAME OF THE PURCHASER]:

Name:					
Email:					
			 


EXHIBIT A

A. For Non-individuals (please complete part A of Exhibit A and attach all required documents). Please note that this information is required prior to Network Launch in order to verify the Purchaser’s identity. The information requested in this Exhibit represents the minimum requirements and the Company may require further information to be provided.

A1.	Purchaser's details 


Company Name 
Place of Incorporation:

Company/Registration No.:
Address for Registration/Registered Office*:

Mailing Address and Contact Person:
Country of Residence:
Tel. (office):
Fax:
Type of Legal Entity:
Nature of business:

Ownership and Control Structure:


*	No P.O. Boxes accepted. 

Documents to be provided:

(1) Certified copy of the certificate of incorporation.
(2) Certified copy of the Purchaser’s memorandum and articles of association or equivalent statutory documentation.
(3) Certificate of incumbency or business profile as may be obtained by the relevant registrar of companies or equivalent document. 
(4) Completed section A2 of this Exhibit A for individuals holding more than 25 per cent of the issued share capital of the Purchaser (or ownership interests of the Purchaser) and all directors and all persons authorised to deal with the Tokens on behalf of the Purchaser.
(5) An original or certified copy of the current authorised signatory list of the Purchaser, which should include specimen signatures and signing powers of the signatories.

Certification of documents

All verification documents that are not original documents must be certified as true copies of the original by a suitable certifier. For certification to be effective the certifier will need to have met the individual in question and have seen the original documentation.

Suitable certifiers include:
• A member of the judiciary, a senior civil servant, or a serving police or customs officer.
• An officer of an embassy, consulate or high commission of the country or territory of issue of documentary evidence of identity.
• A lawyer or notary public who is a member of a recognised professional body.
• An actuary who is a member of a recognised professional body.
• An accountant who is a member of a recognised professional body.

Consideration must be given to the suitability of the certifier based on the assessment of the risk and the reliance being placed on the certified documents. Extra caution must be exercised when the documents originate from a country or territory which is noted as being a higher risk.

The certifier must not be closely related to the person whose identity is being certified.

The certifier must certify that:
• he/she has seen the original documentation verifying identity and residential address,
• the copy of the document (which he/she certifies) is a complete and accurate copy of the original; and
• for Identification verification documents that the photograph bears a true likeness to the individual requesting certification.

The certifier must also sign and date the copy document, printing his or her name clearly in capitals underneath and indicate his or her position or capacity and stating a contact address, email or telephone number.

Source of wealth declaration:
I/We understand that this declaration is required to conform with the policies and procedures of the Company, as well as local anti-money laundering statutes and regulations. I/we declare that the ether, cryptocurrency, funds or other assets paid in satisfaction of the Purchase Amount are neither derived from, nor employed in any illicit or illegal transaction(s). Furthermore, I/we declare that the ether, cryptocurrency, funds or other assets amounting to £, € or $ paid to complete the SAFT constitute proceeds from the following source(s):




(Please do not enter the details of any bank account(s) or other sources from which the funds are being transferred. Only provide details about how the wealth was generated in relation to the ether, cryptocurrency, funds or other assets comprising the Purchase Amount.)

Failure to provide satisfactory information as to the origin of wealth and/or source of funds within a reasonable time may result in such funds being returned and the SAFT being terminated by the Company without liability to the Purchaser.

A2.	Particulars of Beneficial Owners* (those who have >25% interest or who exercise control over Purchaser)


Name:

Nationality:

I.D./Passport No.:
Date of Birth:

Tax ID Number:
Address for Registration**:

Tel:

Fax No.:
E-mail address:
Occupation:
 Are you politically exposed*** or any of your family member or close associate?
* Where there is more than one beneficial owner, please complete additional copies
** No P.O. Boxes accepted.
*** A politically exposed individual is one who has been entrusted with a prominent function in a country or in an international organisation (e.g. government, judicial or military official or senior executive in state-owned company or important political party official).

Documents to be provided:

(1) Legible copy of a current, valid passport or national identity card (showing a specimen signature and a photograph and specifying first and last name and date of birth).

(2) Legible copy of proof of residential address e.g. utility bills and bank statements (less than 3 months old). Store card and credit card statements and mobile telephone bills are not acceptable documents for address verification.


(3) 	For Individuals (please complete part B of Exhibit A and attach all required documents). Please note that this information is required to verify the Purchaser’s identity. The information requested in this Exhibit represents the minimum requirements and the Company may require further information to be provided.

B1.	Purchaser's details (for individuals)


Name:

Nationality:

I.D./Passport No.:
Date of Birth:

Tax ID Number:
Address for Registration*:

Principal residential address and details of all other current residential addresses


Tel:

Fax No.:
E-mail address:
Occupation:
Are you politically exposed*** or any of your family member or close associate?
* No P.O. Boxes accepted.
** A politically exposed individual is one who has been entrusted with a prominent function in a country or in an international organization (e.g. government, judicial or military official or senior executive in state-owned company or important political party official).


Source of wealth declaration:

I/We understand that this declaration is required to conform with the policies and procedures of the Company, as well as local anti-money laundering statutes and regulations. I/we declare that the ether, cryptocurrency, funds or other assets paid in satisfaction of the Purchase Amount are neither derived from, nor employed in any illicit or illegal transaction(s). Furthermore, I/we declare that the ether, cryptocurrency, funds or other assets amounting to £, € or $ paid to complete the SAFT constitute proceeds from the following source(s):






(Please do not enter the details of any bank account(s) or other sources from which the funds are being transferred. Only provide details about how the wealth was generated in relation to the ether, cryptocurrency, funds or other assets comprising the Purchase Amount.)

Failure to provide satisfactory information as to the origin of wealth and/or source of funds within a reasonable time may result in such funds being returned and the SAFT being terminated by the Company without liability to the Purchaser.

Documents to be provided:

(1) Legible copy of a current, valid passport or national identity card (showing a specimen signature and a photograph and specifying first and last name and date of birth).

(2) Legible copy of proof of residential address e.g. utility bills and bank statements (less than 3 months old). Store card and credit card statements and mobile telephone bills are not acceptable documents for address verification.

C.	Declarations

In entering into this SAFT, I/we declare that:

(a) I am/ we are not a U.S. Person(s) or acting for the account or benefit of a U.S. Person(s), I was / we were not approached in relation to this SAFT in the United States and this SAFT is not executed in the United States.

(b) I am/ we are not a PRC citizen or entity, I was / we were not approached in relation to this SAFT in the PRC and this SAFT is not executed in the PRC.

(c) I am/ we are a Professional Investor as defined under the Article 9, Paragraph 5 of the FCA.

(d) My/ our source of funds does not violate any applicable money laundering rules and regulations.

(e) I/ we consent to the collection, use and disclosure of my/ our personal data for the purposes of my/ our purchase of the Right and / or any of the other transactions contemplated herein. Any information supplied in connection with this SAFT may be held by the Company and used for the purpose of carrying out any of the transactions contemplated herein, may also be used for the purpose of carrying out my / our instructions or responding to any enquiry purporting to be given by me/us or on my / our behalf, observing any legal, governmental or regulatory requirements of any relevant jurisdiction (including any disclosure or notification requirements to which any recipient of the data is subject); and any other purpose as may be described in the Company’s privacy policy.

IN WITNESS WHEREOF, the undersigned has executed this declaration as of ______________________, 2018.




IF PURCHASER IS AN INDIVIDUAL:


		
	(Signature)

		
	(Print Name)


IF PURCHASER IS AN ENTITY:


		
	(Print or Type Name of Entity)

By:		
	(Signature)

		
	(Print Name and Title)


EXHIBIT B

PROCEDURE 

1.	Upon execution of this Agreement by all parties, the Company will issue a unique digital wallet address for the Purchaser.

2.	The Purchaser shall send 0.1 ETH to said digital wallet address to confirm the validity of said digital wallet address with the Company.

3.	Upon confirmation by the Company that the 0.1 ETH has been sent to the correct digital wallet address, the Company will request the Purchaser to transfer the remaining of the Purchase Amount.

4.	The Purchaser shall transfer the remainder of the Purchase Amount in accordance with Section 3(c) and shall inform the Company in writing.