SAFT - Chingari
SAFT - Chingari
SECURITIES LAWS OF ANY JURISDICTION. THIS AGREEMENT MAY NOT BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT (I) AS
PERMITTED HEREUNDER, AND (II) UNDER APPLICABLE LAW PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. NEW OR CHANGING LAWS
AND REGULATIONS OR INTERPRETATIONS OF EXISTING LAWS AND REGULATIONS, IN THE
BRITISH VIRGIN ISLANDS AND IN OTHER JURISDICTIONS, MAY MATERIALLY AND
ADVERSELY IMPACT THE VIABILITY OF THE PLATFORM, THE VALUE OF THE TOKENS, THE
LIQUIDITY OF THE TOKENS AND THE STRUCTURE, RIGHTS AND TRANSFERABILITY OF THE
TOKENS.
OF
Deadline Date:                                               November 3, 2022, provided that the Company, in its sole and
                                                             absolute discretion, shall have the right to extend this date by a further
                                                             ninety (90) calendar days.
Purchaser’s Network Address for sending funds:               [INSERT PURCHASER’S SENDING WALLET ADDRESS]
(address used by purchaser to send funds to the
Company)
Purchaser’s Network Address for delivery of Tokens:          [INSERT PURCHASER’S RECEIVING WALLET ADDRESS]
(SLP compatible address where Purchaser will receive
their Purchased Tokens)
Purchase Price Per Token:                                    Subject to clause 2(d), US$[INSERT] per Token, converted from the
                                                             currency used to make the purchase at the Applicable Exchange
                                                             Rate.
                                                                                                                 Page 1 of 37
•      Option A1 will be locked-up and non-transferable by the
Purchaser for a period 540 days from the Token Integration Event;
and
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THIS SIMPLE AGREEMENT FOR FUTURE TOKENS (the “Agreement”) is entered into as of the
date hereof between:
    b. Chingari Holdings Ltd., a British Virgin Islands business company with limited liability (the
       “Company”).
WHEREAS:
a. The Company proposes to create and make available the Tokens for purchase; and
    b. The Purchaser desires to purchase from the Company such number of Tokens as set out
       herein upon the provisions set out in this Agreement.
IT IS AGREED as follows:
“Affiliates” means, with respect to any specified Person, any director, officer, partner, member,
authorized representative, agent or employee of such Person and any other Person that, directly or
indirectly, through one or more intermediaries, controls, is controlled by, or is under common control
with, such specified Person, and for purposes of this definition “control” (including, with correlative
meanings, the terms, “controlled by” and “under common control with”), as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction of
this management or policies of such Person, whether through the ownership of voting securities, by
contract or otherwise.
“Applicable Exchange Rate” means the BitPay Best Bid (“BBB”) exchange Rate. The BBB
exchange rate is determined directly from the cryptocurrency exchanges with which BitPay has
relationships at the time an invoice is generated for the Purchaser by BitPay (“BitPay Invoice”).
The then applicable BBB exchange rate as reflected in the BitPay Invoice will remain available to
the Purchaser for fifteen (15) minutes (“BBB Rate Lock”), and the Company is guaranteed to
receive the exact amount of fiat currency used to generate the BitPay invoice once a successful
payment is made by the Purchaser. Once the Exchange Rate Lock lapses, the Purchaser must
manually generate a new BitPay Invoice reflecting a new applicable BBB exchange rate. More
information on the BBB exchange rate is available at https://bitpay.com/exchange-rates/.
“Company Parties” means the Company and its Affiliates as dually organized and represented at the
execution of this SAFT and “Company Party” means any one of such Persons.
“Dissolution Event” means (i) a voluntary termination of the operations of the Company, (ii) a general
assignment of all or substantially all the Company’s assets for the benefit of the Company’s creditors,
or (iii) any other liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.
“Governmental Authority” means any nation or government, any state or other political subdivision
thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to
government, including, without limitation, any government authority, agency, department, board,
commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and
any self-regulatory organization.
“Information Materials” means the Company’s offering materials made available on the Republic
Platform for the express purpose of contemplated purchases pursuant to this SAFT (each as amended
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from time to time).
“Laws” means the laws, acts, statutes, ordinances, rules, regulations, judgments, injunctions, orders,
treaties, sanctions, administrative acts and decrees of any relevant jurisdiction.
“Person” means an individual or legal entity or person, including, without limitation, a Governmental
Authority or an agency or instrumentality thereof.
“Platform” means the Chingari mobile app and website and their associated services as described
further in the Information Materials, and for avoidance of doubt, includes the “Chingari App” as defined
therein.
“Prohibited Person” means, as determined by the Company in its sole and absolute discretion:
    a. a person unable to pass the Company’s know-your-client requirements as may be determined
       by the Company from time to time in its sole and absolute discretion;
    b. a member of the public in the British Virgin Islands;
    c. a citizen or resident of or located in, or a legal entity formed or incorporated within or subject
       to the Laws of, a jurisdiction identified in in Schedule 1 of this Agreement;
    d. an individual or an individual employed by or associated with a legal entity or a legal entity
       identified on the United States Department of Commerce’s denied persons or entity list, the
       United States Department of Treasury’s specially designated nationals or blocked persons
       lists, the United States Department of State’s debarred parties list, any United Nations Security
       Council sanctions lists or any other sanctions list;
    e. a person identified as a terrorist organization on any other relevant lists maintained by any
       Governmental Authority;
    f. a person acting, directly or indirectly, in contravention of any applicable Law;
    g. a person that has been involved at any time in any type of activity associated with money
       laundering or terrorist financing or any other applicable anti-corruption or anti bribery statute
       or has been subject to any investigation or sanction by, or a request for information from, any
       Governmental Authority relating to money laundering, terrorist financing, corruption or bribery
       in any jurisdiction or under any Law; or
    h. a person that is, unless otherwise disclosed in writing to the Company prior to your taking part
       in the Offering, a politically exposed person (“PEP”) as defined by the Financial Action Task
       Force (or such similar person under any applicable Law) as an individual who is or has been
       entrusted with a prominent public function or an immediate family member or close associate
       of a PEP or any corporation, business or other entity that has been formed by, or for the benefit
       of, a PEP or any immediate family member or close associate of a PEP.
“Republic Platform” means, the compliance and technology platform servicing the issuance of the
SAFTs (as defined below) and Tokens.
“SAFT” means an agreement containing a future right to Tokens, similar in form and content to this
Agreement.
“TIE” or “Token Integration Event” means, as determined by the Company in its sole and absolute
discretion, the date of initial bona fide public release of the Tokens by the Company.
“Tokens” means the Company’s Solana Program Library (SPL) protocol cryptographic governance
tokens built upon the Solana protocol The Tokens are known as the “GARI Tokens", and shall serve
as the native unit of value on the Chingari mobile application developed by Tech4Billion Media Private
Limited, an Indian private limited company, its associated website and services as described further
in the Information Materials. For purposes of this Agreement, “Tokens” shall refer to the 1,000,000,000
GARI Tokens ever to be created by the Company.
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In this Agreement, a reference to:
   b. a clause, exhibit, annexure or schedule, unless the context otherwise requires, is a reference
      to a clause, exhibit, annexure or schedule to this Agreement; and
          I.   the statutory provision as modified or re-enacted or both from time to time (whether
               before or after the date of this Agreement); and
         II.   any subordinate legislation made under the statutory provision (whether before or after
               the date of this Agreement).
The exhibits, annexures and schedules form part of this Agreement and shall have the same force
and effect as if set out in the body of this Agreement and reference to this Agreement include the
exhibits, annexures and schedules.
The headings in this Agreement shall not affect the interpretation of this Agreement.
(a) the Company is under no obligation to update and maintain the Information Materials;
       (b) the Company may at any time, in its sole and absolute discretion, modify (i) the design,
           manner and terms of the Token, (ii) the integration of the Tokens into the Platform’s design
           and functionality, (iii) the timing, manner and terms of allocation of Tokens, and (iv) the
           design, manner and provisions of the Information Materials;
       (c) the Information Materials are for general information purposes only; may be amended by
           the Company from time to time without notice to the Purchaser; and does not form any
           part of a contract, arrangement or understanding (or otherwise) between the parties;
                 i. may be subject to prior approval of one or more Governmental Authorities and the
                    timing of such approval (if any) may be beyond the control or influence of the
                    Company; and
                ii. may, depending on the timing of the receipt of the Purchase Amount from the
                    Purchaser, be allocated between one or more tiers of available Tokens that may
                    have different Purchase Prices Per Token and applicable lock-up and/or vesting
                    provisions. Unless otherwise agreed, the Company will use reasonable efforts to
                    allocate Tokens to the Purchaser based on the best available Purchase Price Per
                    Token (which may, however, have other less desirable commercial terms as
                    compared to other tiers of Tokens which have a higher Purchase Price Per Token);
(e) THE COMPANY DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL
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            REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY;
      (f) OTHER THAN AS SET OUT IN THE INFORMATION MATERIALS, THE TOKENS DO
          NOT REPRESENT OR CONFER ANY OWNERSHIP RIGHT OR STAKE, SHARE,
          SECURITY, OR EQUIVALENT RIGHTS, OR ANY RIGHT TO RECEIVE FUTURE
          REVENUE SHARES, INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER FORM OF
          PARTICIPATION IN OR RELATING TO THE PLATFORM, THE COMPANY OR ANY
          AFFILIATE OF THE COMPANY. THE TOKENS ARE NOT INTENDED TO BE A LOAN
          CONTRACT, CURRENCY, SECURITY, COMMODITY OR ANY KIND OF FINANCIAL
          INSTRUMENT; and
3. Events
      (a) Payment of Purchase Amount. The Purchaser shall make full payment of the Purchase
          Amount to the Company’s Nominated Wallet Address (as defined in the table set out
          above) within four (4) calendar days of the date hereof.
      (b) Purchase and Sale. Purchaser hereby agrees to purchases that number of Purchased
          Tokens for an aggregate purchase price equal to the Purchase Amount, each as set forth
          above (subject to transaction fees and gas cost). The Company reserves the right, in its
          sole and absolute discretion and without notice, to rescind, terminate, accept or reject the
          Purchaser’s investment in whole or in part, along with this SAFT for any reason and for
          no reason. Without limiting any of the foregoing, the valid execution of this SAFT shall be
          conditioned upon the following terms being met: (i) Purchaser’s completion of the
          purchase commitment process on the online platform maintained by Republic Core LLC,
          a Delaware limited liability company (“Republic”), providing technical services which
          allow the online hosting of the Company’s offering; (ii) Purchaser’s delivery of the
          Purchase Amount to BitPay, which will hold the Purchase Amount for the benefit of the
          Company as it relates to the offering, in the manner and method provided in the
          Company’s offering disclosures; and (iii) the Company counter-signing this Agreement.
          For the avoidance of doubt, the Company may round the number of Purchased Tokens
          set forth above to the nearest ninth decimal place.
      (c) Payment. Purchaser covenants and agrees to pay the Purchase Amount to the Company
          on or about the Date of this Agreement, and in any case no later than three business days
          after the Date of this Agreement. Purchaser acknowledges and agrees that the Company
          may, in its sole discretion and without notice, rescind or terminate, as applicable, this SAFT
          and the Tokens in the event that Purchaser does not deliver to the Company its signature
          page to this SAFT or the Purchase Amount, in each case within three business days of
          the Date of this Agreement.
      (d) Purchaser Qualification. Purchaser acknowledges and agrees that it is required to meet
          certain requirements in order to participate in this offering, including the Purchaser’s
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   residency and citizenship requirements, as well as compliance with the Terms. Purchaser
   acknowledges and agrees that, in the event the Company determines that Purchaser does
   not meet the Company’s requirements for purchasers hereunder (as determined by the
   Company in its sole discretion), the Company may immediately and without notice rescind
   or terminate, as applicable, this SAFT and the Tokens, notwithstanding Purchaser’s
   compliance with the Terms, delivery of the Purchase Amount to the Company, or that the
   Company      may     have     delivered    a    signature   page     to   this   SAFT.
(e) Form of Payment. The Company agrees to accept payment for the Purchase Amount in
    Bitcoin (BTC), Ether (ETH), Dogecoin (DOGE), or USD Coin (USDC); provided that the
    Company may elect to accept other methods or forms of payment on an as-converted to
    U.S. dollars basis in its sole discretion and subject to BitPay’s support of such digital
    assets. The U.S. dollar exchange rate for BTC, ETH or any other forms of payment shall
    be determined solely by the Company or its assignee or agent in accordance with
    reasonable and accepted market practices and additional transaction fees may apply.
(f) Processing of Payment. Payments will be made in cryptocurrency and digital assets and
    will be processed through BitPay. The Company reserves the right to discontinue
    accepting any type of consideration in its sole discretion. Proceeds denominated in US
    Dollars in connection with purchases, including cash received from converted payments
    made in cryptocurrency, will be placed into the Company’s BitPay account and held by
    BitPay on behalf of the Company until the close of the offering. All funds will be released
    to the Company from time to time as Purchaser’s Closing Requirements (as defined in the
    Information Materials) are confirmed to be satisfied after the close of the offering.
(g) Token Distribution Fees. Republic incurs and pays network transaction fees for
    transactions on cryptocurrency networks (i.e., to deliver Tokens to a wallet address in
    accordance with a lockup schedule). For these transactions, Republic collects a “Token
    Distribution Fee” at the time of investment commitment, to be deducted from the
    Purchaser’s purchase amount. In connection with this offering, a Token Distribution Fee
    of $10.00 will be collected from all prospective Purchasers. The Token Distribution Fee is
    based on the Company and Republic’s estimate of the network transaction fees that the
    Company anticipates paying to deliver Tokens to the Purchaser. In certain circumstances,
    the Token Distribution Fee that Republic pays may differ from that estimate. If a
    subscription is rejected for any reason, Republic does not guarantee that Token
    Distribution Fee will be returned to the Purchaser and Purchaser agrees to the forfeiture
    of the Token Distribution Fee in any and all events.
(h) Token Integration Event. If there is a TIE prior to the Deadline Date (as defined in the
    table set out above), the Company shall deliver, subject to any applicable Lock-Up and/or
    Vesting provisions set out herein and/or the Company obtaining any relevant approvals
    from any relevant Governmental Authorities, within two calendar months following the TIE
    transfer to the Purchaser the Purchased Tokens. In connection with, as a condition to, and
    prior to the issuance or transfer of any Purchased Tokens by the Company to the
    Purchaser pursuant to this Clause 3(h) the Purchaser shall:
        i. execute and deliver to the Company any and all other documents related to this
           Agreement as are requested by the Company, including, without limitation,
           verification of its identity, source of funds, and residency under the applicable
           securities Laws and tax reporting and beneficial ownership status; and
        ii. if not already provided, provide to the Company a network address to which the
            Purchaser's Tokens shall be delivered following the TIE.
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      (i) Dissolution Event. Upon the occurrence of a Dissolution Event prior to (i) the Deadline
          Date, or (ii) the transfer of any Tokens pursuant to Clause 3(h), the Company shall pay,
          after the payment of all other creditors, an amount equal to the Purchase Amount (the
          “Returned Purchase Amount”), due and payable to the Purchaser immediately prior to,
          or concurrent with, the occurrence of the Dissolution Event, to the extent funds are lawfully
          available and prior to paying any amounts to any equity holders of the Company. If
          immediately prior to the occurrence of the Dissolution Event, the assets of the Company
          that remain lawfully available for payment to the Purchaser and all holders of all other
          SAFTs (collectively, the “SAFT Parties”), as determined in good faith by the Company’s
          board of directors, are insufficient to permit the payment to the SAFT Parties of their
          respective Returned Purchase Amounts, then the remaining assets of the Company
          lawfully available for payment shall be paid with equal priority and pro rata among the
          SAFT Parties based on the relative value (in the Purchase Price currency of the Tokens
          as set out herein) of each SAFT Party’s respective Purchase Amount on the date of receipt
          by the Company of such Purchase Amount and calculated by reference, as applicable, to
          the Applicable Exchange Rate as at such date (and the claims of the Purchaser against
          the Company shall abate accordingly and any further claims of the Purchaser on the
          Company shall be extinguished). The Company will make commercially reasonable efforts
          but shall not be required to pay the Returned Purchase Amount to the Purchaser in the
          original currency of the Purchase Amount.
      (j) Deadline Date. If the TIE has not occurred on or before the Deadline Date the Company
          shall make payment to the Purchaser from the available assets of the Company that
          remain lawfully available applying Clause 3(i) mutatis mutandis.
      (k) Subsequent SAFTs and Further Token Sales. The Company may offer and sell SAFTs
          and/or Tokens in multiple rounds at different times and on different terms and conditions.
          If the Company issues a subsequent SAFT prior to the expiration or termination of this
          Agreement, the Company is under no obligation to provide the Purchaser with any notice
          thereof, copies of any documentation relating to such subsequent SAFT, or any additional
          information related to such subsequent SAFT, whether or not reasonably requested by the
          Purchaser. For the avoidance of doubt, in the event the Purchaser determines that the
          terms and conditions of the subsequent SAFT are preferable to the terms and conditions
          of this Agreement, the Company is under no obligation to amend and restate this
          Agreement to be similar or identical to the subsequent SAFT. Any unsold Tokens at the
          time of TIE shall initially be retained by the Company and can thereafter be dealt with by
          the Company in its sole and absolute discretion.
      (l) Adjustment by the Company. Notwithstanding anything to the contrary contained herein,
          the Company may determine in its sole and absolute discretion at any time prior to the TIE
          to not transfer all or any of the Purchased Tokens to the Purchaser and shall in such event
          repay to the Purchaser the relevant portion of the Purchase Amount in the currency in
          which it was received by the Company from the Purchaser.
      (a) the Company is a business company with limited liability duly organized with limited
          liability, validly existing and in good standing under the Laws of the British Virgin Islands;
(b) the execution, delivery and performance by the Company of this Agreement is, to the
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           Company’s knowledge, within the power of the Company and, other than with respect to
           the actions to be taken when Tokens are to be transferred to the Purchaser, has been duly
           authorized by all necessary actions on the part of the Company; and
       (c) this Agreement 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.
       (d) it is not acting directly or indirectly on behalf of terrorists or terrorist organisations, including
           those persons or entities that are included on the List of Specially Designated Nationals
           and Blocked Persons maintained by the US Treasury Department’s Office of Foreign Asset
           Control (“OFAC”); and
(e) it is not insolvent and is able to pay its debts as and when they fall due.
   The Purchaser hereby represents, warrants and covenants to, and agrees with, each of the
   Company Parties to the matters set out in Annexure 1 to this Agreement and has read and fully
   understood Annexure 2 (Risk Disclosures: Certain Risk Factors) to this Agreement and the
   representations and warranties set forth in the Information Materials.
The Purchaser shall comply with the procedures set forth in Exhibit A hereof.
7. Indemnification
   The Purchaser does hereby to the fullest extent permitted by applicable Law indemnify, defend
   and hold the Company Parties harmless from and against any and all loss, penalty, claim, damage,
   liability or expense whatsoever (including reasonable attorneys’ fees and disbursements) due to
   or arising out of or based upon (i) any inaccurate representation or warranty made by the
   Purchaser, or breach or failure by the Purchaser to comply with any covenant or agreement made
   by the Purchaser in this Agreement or in any other document furnished by the Purchaser to any
   of the foregoing in connection with this transaction, or (ii) any action instituted by or on behalf of
   the Purchaser against any Company Party that is finally resolved by judgment against the
   Purchaser or in favour of a Company Party. The remedies provided in this Clause 7 shall be
   cumulative and shall not preclude the assertion by any Company Party of any other rights or the
   seeking of any other remedies against the Purchaser. This indemnification shall survive any
   disposition of the Purchaser’s Tokens.
8. Limitation of Liability
   To the fullest extent permitted by applicable Law (i) in no event will any Company Party be liable
   for any indirect, special, incidental, consequential, or exemplary damages of any kind (including,
   but not limited to, where related to loss of revenue, income or profits, loss of use or data, or
   damages for business interruption) arising out of or in any way related to this Agreement, the
   Tokens or the use of the Platform, regardless of the form of action, whether based in contract, tort
   or any other legal or equitable claim (even if the party has been advised of the possibility of such
   damages and regardless of whether such damages were foreseeable); and (ii) in no event will the
   aggregate liability of the Company Parties, whether in contract, tort or other legal or equitable
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   claim, arising out of or relating to this Agreement, the Tokens or the use of the Platform exceed
   the amount the Purchaser pays to the Company hereunder.
9. Miscellaneous
      (a) This Agreement sets forth the entire agreement and understanding of the parties relating
          to the subject matter herein and supersedes all prior or contemporaneous disclosures,
          discussions, understandings and agreements, whether oral of written, between them. This
          Agreement is one of a series of similar instruments entered into by the Company from time
          to time. Any provision of this Agreement 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 Agreement shall 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 counterparty to this Agreement or as a holder of Tokens,
          to vote or receive dividends or be deemed the holder of any right, title, interest and/or
          membership interest of the Company for any purpose, nor shall anything contained herein
          be construed to confer on the Purchaser, as such, any of the rights of a member of the
          Company. However, without limitation to the above, the Company reserves all rights with
          respect to pursuing any form of decentralized governance should it so determine that doing
          so would be in the best interests of the holders of Tokens from time to time.
      (d) The Purchaser must at all times remain the only person who has control over the
          Purchaser’s private key, digital wallet and any other device associated with the purchase
          of Tokens and any username, passwords or other login or identifying credentials used by
          the Purchaser with respect to the Platform and the Tokens. The Purchaser must implement
          reasonable and appropriate measures designed to secure access to any private key,
          digital wallet or any other device associated with the purchase of Tokens or the use of the
          Platform. If the Purchaser transfers any such private key, digital wallet or any other device
          associated with the purchase of Tokens or the use of the Platform to any third party, the
          Purchaser does so at its own risk and the Company shall not be held responsible for any
          loss the Purchaser may suffer as a result of third parties accessing the Purchaser’s private
          key, digital wallet or any other device associated with the purchase of Tokens or the use
          of the Platform. In the event that the Purchaser is no longer in possession and control of
          any private key, digital wallet or any other device associated with the purchase of Tokens,
          the use of the Platform and/or if the Purchaser is unable to provide login or identifying
          credentials to the Company and/or if the private key file or password respectively become
          lost or stolen, the Purchaser may lose all of the Tokens, access to the use of the Platform
          and/or the access to the Purchaser’s digital wallet. For the avoidance of doubt, the
          Company is under no obligation to recover or replace any such lost or stolen Tokens or
          the access to the use of the Platform and the Purchaser understands and agrees that all
          Token purchases are non-refundable and therefore the Purchaser shall not receive any
          amount of currency or other compensation for any Tokens purchased and/or lost for
          whatever reason. Failure to use the Platform correctly and/or to follow the Company’s
          procedures as may be made available from time to time may result in the Purchaser not
          receiving any Tokens, losing access to the use of the Platform or losing some or all of the
          amounts paid in exchange for Tokens, regardless of the purchase date.
      (e) Neither this Agreement nor the rights contained herein may be assigned or transferred, by
          operation of law or otherwise, by either party without the prior written consent of the other;
          and provided, further, that the Company may assign or transfer this Agreement in whole,
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    without the consent of the Purchaser, to any Company Party or otherwise in connection
    with a reorganization to change the Company’s (or such Company Party’s) domicile.
(f) In the event any one or more of the provisions of this Agreement is for any reason held to
    be invalid, illegal or unenforceable in any jurisdiction, in whole or in part or in any respect,
    or in the event that any one or more of the provisions of this Agreement operate or would
    prospectively operate to invalidate this Agreement in any jurisdiction, then and in any such
    event, such provision(s) shall be deemed modified to the minimum extent necessary so
    that such provision, as so modified, shall no longer be held to be invalid, illegal or
    unenforceable. Any such modification, invalidity or unenforceability shall be strictly limited
    both to such provision and to such jurisdiction, and in each case to no other. Furthermore,
    in the event of any such modification, invalidity or unenforceability, this Agreement shall
    be interpreted so as to achieve the intent expressed herein to the greatest extent possible
    in the jurisdiction in question and otherwise as set forth herein.
(g) All rights and obligations hereunder shall be governed by the Laws of the British Virgin
    Islands, without regard to the conflicts of law provisions of such jurisdiction. The parties
    submit to the non-exclusive jurisdiction of the courts of the British Virgin Islands and any
    courts competent to hear appeals from those courts.
(h) The Purchaser shall, and shall cause its Affiliates to, execute and deliver such additional
    documents, instruments, conveyances and assurances and take such further actions as
    may be requested by the Company to carry out the provisions of this Agreement and give
    effect to the transactions contemplated by this Agreement, including, without limitation, to
    enable the Company or the transactions contemplated by this Agreement to comply with
    applicable Laws.
(i) The Company may determine, from time to time and in its sole and absolute discretion,
    that it is necessary to obtain certain information about the Purchaser and its Affiliates in
    order to comply with applicable Laws in connection with the Purchaser’s entry into this
    Agreement and its subsequent holding of Tokens. The Purchaser agrees to provide the
    Company with such information promptly upon request, and the Purchaser acknowledges
    and accepts that the Company may refuse to accept the Purchaser’s application until the
    Purchaser provides such requested information and the Company has determined that it
    is permissible for the Company to accept the Purchaser’s application and receive the
    Purchase Amount from the Purchaser under applicable Law. The Company further
    reserves the right to request identification documentation from the Purchaser and its
    Affiliates at any time. In the event that the Purchaser or any such Affiliate does not provide
    such requested information to the satisfaction of the Company (in its sole and absolute
    discretion) the Company shall not be bound by the provisions of this Agreement and shall
    be entitled to specifically refuse any presentation of Tokens by the Purchaser to the
    Company or any other Company Party. In the event that the Purchaser, directly or
    indirectly, sells, assigns, transfers, conveys or otherwise disposes of any Tokens it does
    hereby covenant with the Company to procure that any such acquirer of Tokens shall be
    under equivalent obligations to provide such information to the Company at the request of
    the Company from time to time.
(j) The Purchaser hereby consents to the Company transferring the Purchaser’s personal
    data to any Company Party for processing and to recipients in countries which do not
    provide the same level of data protection as the British Virgin Islands. The Company and
    each other Company Party may use the Purchaser’s information for any purpose they
    determine including, without limitation, for administration, marketing, customer services,
    crime (including tax evasion) prevention and detection, anti-money laundering, due
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    diligence and verification of identity purposes. The Company and each other Company
    Party may further disclose the Purchaser’s information to any of their respective service
    providers, agents, relevant custodians or similar third parties for any reason and such
    persons may keep the Purchaser’s information for any period of time permitted by
    applicable Law. The Purchaser does hereby consent to the Company and any other
    Company Party disclosing any of the Purchaser’s information which they hold to any
    Governmental Authority or prosecuting authority for any reason and without notice to the
    Purchaser. The Purchaser hereby acknowledges and agrees to hold the Company and
    each other Company Party harmless in respect of any disclosure of information by such
    persons in accordance with this Agreement. For the avoidance of any doubt, the Company
    and each other Company Party shall not be liable to the Purchaser or any other Person
    for any loss, damage or expense incurred directly or indirectly as a result of such
    disclosure.
(k) The Company Parties shall not be liable or responsible to the Purchaser, nor be deemed
    to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or
    performing any provision of this Agreement, including without limitation, launching the
    Platform or consummating the TIE.
(l) The Purchaser hereby acknowledges and agrees that for the purposes of applicable Law
    each Company Party not a party to this Agreement is an intended third-party beneficiary
    under this Agreement. However, the parties to this Agreement may rescind or vary this
    Agreement (including, without limitation, any variation so as to extinguish or alter a third
    party's entitlement to enforce any provisions of this Agreement) without the consent of any
    such third party.
(m) Each party to this Agreement acknowledges that (i) Travers Thorp Alberga, British Virgin
    Islands legal counsel to the Company, (ii) Ketsal PLLC, U.S. legal counsel to the Company,
    and (iii) external Indian legal counsel to the Company, each has represented solely the
    Company, and not the Purchaser or any shareholder, director or employee of the
    Purchaser in the preparation of this Agreement.
(n) All communications from the Company to the Purchaser and all information and other
    material supplied by the Company to the Purchaser which is marked “confidential” or is by
    its nature intended to be confidential and any information concerning the matters with
    respect to this Agreement shall be kept confidential by the Purchaser unless the Purchaser
    is compelled to disclose such information pursuant to applicable Law.
        ii. by the Company upon notice in writing to the Purchaser in the event the Company
            determines in its sole and absolute discretion that applicable Law prohibits or
            renders illegal the sale of Tokens pursuant to this Agreement;
       iii. by the Company upon notice in writing to the Purchaser if at any time (a) the
            Purchaser is in breach of any of its obligation pursuant to this Agreement, or (b)
            there is an inaccuracy in any of the representations or warranties given hereunder
            by the Purchaser; or
       iv. by the Company upon notice in writing to the Purchaser in the event that the
           Purchaser fails to make full payment of the Purchase Amount to the Company
                                                                                  Page 12 of 37
            within four (4) calendar days of the date hereof.
(p) Upon termination of this Agreement by the Company for any reason, and without prejudice
    to any other rights or remedies the Company may have against the Purchaser, all of the
    Purchaser’s rights under this Agreement shall immediately terminate and the Purchaser
    shall not be entitled to (i) a refund of any Purchase Amount paid, or (ii) the transfer, or
    further transfer, of any Tokens.
(q) Clauses 1, 2, 3(i), 3(j), 3(k), 5, 7, 8 and 9 shall survive the termination or completion of this
    Agreement.
(r) This Agreement may be executed in counterparts, each of which shall be deemed an
    original, but which taken together shall constitute one and the same instrument. Any
    signature delivered by any form of electronic transmission shall be deemed an original and
    create a valid and binding obligation of the executing party with the same force and effect
    as a physically delivered signature.
                                                                                      Page 13 of 37
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and
delivered.
By:                  ________________________________
                     An Authorized Representative
Email: sumit.g@chingari.io
PURCHASER:
By: ________________________________
Name: ________________________________
Email: ________________________________
                                                                          Page 14 of 37
                                               EXHIBIT A
(1) Review this Agreement and the Information Materials in detail and seek your own legal, tax and
    financial advice.
(2) Following the above you will be provided with a final form of the Agreement for execution which
    includes your contact information and agreed further particulars. We may also request certain
    information from you to confirm your (i) personal or corporate identity; (ii) source of funds; and (iii)
    your eligibility to enter into a SAFT with the Company and to acquire Tokens.
(3) Execute and deliver the Agreement electronically using DocuSign or execute the Agreement in
    paper form and deliver your signed copy of the Agreement to the Company by reply email to
    admin@chingari.io.
(4) Once the ‘know your client’ (KYC) and ‘anti-money laundering’ (AML) processes are completed
    and the Company has determined to enter into the Agreement with you, the Company shall
    countersign the Agreement and deliver a copy to you with payment instructions via email and/or
    phone.
(5) Pay the Purchase Amount to the Company within seven (7) calendar days of the executed
    Agreement being provided to you by the Company.
(6) Tokens shall be delivered as specified in the Agreement to your nominated network address.
                                                                                             Page 15 of 37
                                            SCHEDULE 1
   ●   Cuba
   ●   Democratic People’s Republic of North Korea
   ●   Islamic Republic of Iran
   ●   Libya
   ●   People's Republic of China
   ●   South Sudan
   ●   Sudan (North)
   ●   Syria
   ●   The Crimea
   ●   Any jurisdiction in which the entry into this Agreement or the ownership of the Tokens is
       prohibited by applicable Law
   ●   Any jurisdiction which is subject to United States, United Nations or other applicable sanctions
       or embargoes
The Company reserves the right to add any additional jurisdictions at any time and without prior notice.
                                                                                          Page 16 of 37
                                             SCHEDULE 2
FURTHER PARTICULARS
THE SAFTS AND THE TOKENS BEING SOLD HEREUNDER INVOLVE A HIGH DEGREE OF RISK.
ONLY THOSE PURCHASERS WHO CAN BEAR THE LOSS OF THEIR ENTIRE PURCHASE
SHOULD ENTER INTO A SAFT AND ACQUIRE THE TOKENS.
Neither the SAFTs nor the Tokens being sold hereunder have been registered or qualified under the
securities Laws of any jurisdiction anywhere in the world. It is being offered and sold only in
jurisdictions where such registration or qualification is not required, including, without limitation,
pursuant to applicable exemptions that generally limit the purchasers who are eligible to (i) enter into
a SAFT and that restrict its transfer, assignment or resale; and/or (ii) acquire Tokens and that restrict
their transfer, assignment or resale. The SAFTs and the Tokens may not be offered, sold, assigned or
otherwise transferred, pledged or hypothecated except as permitted pursuant to the provisions of (i)
the SAFT; and (ii) applicable Law.
The SAFTs and the Tokens are not regulated by any central bank, or other Governmental Authority.
The Company provides no representation as to the legal status of the SAFTs or the Tokens in any
jurisdiction. The Company does not provide investment advice with regard to the entry into a SAFT or
the purchase of the Tokens. The entry into a SAFT and the issuance or transfer of the Tokens shall
be subject to the Purchaser’s acceptance and execution of the relevant legal disclosures and
agreements in connection therewith. It is the Purchaser’s sole responsibility to seek professional
advice prior to entering into a SAFT with the Company or acquiring Tokens from the Company.
THE OFFER AND SALE OF THE INTERESTS DESCRIBED HEREUNDER HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION. THIS
OFFERING IS BEING MADE ONLY WITHIN THE UNITED STATES TO “ACCREDITED
INVESTORS” (AS DEFINED IN RULE 501) IN RELIANCE ON REGULATION D UNDER THE
SECURITIES ACT.      THE INTERESTS MAY NOT BE TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
ANY INTERESTS PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT, AND HAVE BEEN ACQUIRED TO HOLD FOR THE LONG TERM AND NOT
                                                                                          Page 17 of 37
WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO
TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO UNLESS SUCH REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT.
GENERAL NOTICE
THE SALE OF THE TOKENS IS NOT UNDERWRITTEN. THE SALE PRICE OF THE TOKENS IS
SUBJECT TO CHANGE AND HAS BEEN ARBITRARILY SET BY THE COMPANY. THERE CAN BE
NO ASSURANCE THAT ANY OF THE TOKENS SHALL BE SOLD.
NEITHER THE SAFT NOR THE TOKENS HAVE BEEN APPROVED OR DISAPPROVED BY ANY
GOVERNMENTAL AUTHORITY, NOR HAS ANY SUCH GOVERNMENTAL AUTHORITY
REVIEWED THIS DOCUMENT FOR ACCURACY OR COMPLETENESS. BECAUSE THE SAFTS
AND THE TOKENS HAVE NOT BEEN SO REGISTERED, THERE MAY BE RESTRICTIONS ON
THEIR ASSIGNABILITY, TRANSFERABILITY OR RESALE. EACH PROSPECTIVE PURCHASER
SHOULD PROCEED ON THE ASSUMPTION THAT THEY MUST BEAR THE ECONOMIC RISKS
OF THE ENTRY INTO THE SAFT AND THE ACQUISITION OF THE TOKENS FOR AN INDEFINITE
PERIOD, SINCE THE SAFT AND THE TOKENS MAY NOT BE SOLD UNLESS, AMONG OTHER
THINGS, THEY ARE SUBSEQUENTLY REGISTERED UNDER APPLICABLE SECURITIES LAWS
OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THERE IS NO TRADING
MARKET FOR THE TOKENS AND THERE CAN BE NO ASSURANCE THAT ANY MARKET SHALL
DEVELOP IN THE FUTURE OR THAT THE TOKENS SHALL BE ACCEPTED FOR INCLUSION ON
ANY TRADING EXCHANGE AT ANY TIME IN THE FUTURE. THE COMPANY IS NOT OBLIGATED
TO REGISTER FOR SALE, UNDER ANY SECURITIES LAWS, THE TOKENS PURCHASED
PURSUANT HERETO. ACCORDINGLY, THE SALE, ASSIGNMENT, TRANSFER, OR OTHER
DISPOSITION OF ANY OF THE TOKENS WHICH ARE PURCHASED PURSUANT HERETO MAY
BE RESTRICTED BY (I) THIS AGREEMENT, AND/OR (II) APPLICABLE SECURITIES LAWS
(DEPENDING ON THE RESIDENCY OR CITIZENSHIP OF THE PURCHASER OR ITS
JURISDICTION OF INCORPORATION OR OPERATION). THE SALE PRICE OF THE TOKENS IS
SUBJECT TO CHANGE AND HAS BEEN ARBITRARILY ESTABLISHED BY THE COMPANY AND
DOES NOT NECESSARILY BEAR ANY SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR
POTENTIAL EARNINGS OF THE COMPANY OR ANY OTHER RECOGNIZED CRITERIA OF
VALUE.
THE PURCHASER SHOULD SEEK, AND MUST DEPEND UPON, THE ADVICE OF HIS OR HER
TAX ADVISOR WITH RESPECT TO THEIR PURCHASE, AND THE PURCHASER IS
RESPONSIBLE FOR THE FEES OF SUCH ADVISOR. NOTHING IN THIS AGREEMENT IS OR
SHOULD BE CONSTRUED AS LEGAL OR TAX ADVICE TO THE PURCHASER. THE PURCHASER
SHOULD BE AWARE THAT THEIR LOCAL TAX AUTHORITIES MAY NOT AGREE WITH ALL TAX
POSITIONS TAKEN BY THE COMPANY AND THAT CHANGES TO THE APPLICABLE LAWS,
REGULATIONS OR RULINGS OR COURT DECISIONS AFTER THE DATE OF THIS AGREEMENT
MAY CHANGE THE ANTICIPATED TAX TREATMENT TO THE PURCHASER. THE COMPANY
WILL NOT OBTAIN ANY RULING WITH REGARD TO THE TAX CONSEQUENCES OF THE ENTRY
INTO THIS AGREEMENT OR THE PURCHASE OF TOKENS.
                                                                   Page 18 of 37
PURCHASER SHOULD CONSULT WITH AND MUST RELY UPON THE ADVICE OF ITS OWN
PROFESSIONAL TAX ADVISORS WITH RESPECT TO THE TAX TREATMENT OF THE ENTRY
INTO OF THIS AGREEMENT AND THE PURCHASE OF TOKENS PURSUANT HERETO.
                                                              Page 19 of 37
                                                         SCHEDULE 3
This privacy notice (the “British Virgin Privacy Notice”) explains the manner in which Chingari
Holdings Ltd. and its Affiliates (the “Chingari Group”) collects, processes and maintains personal
data about you.
The Chingari Group is committed to processing personal data in accordance with applicable law. In
its use of personal data, certain members of the Chingari Group will be characterised under applicable
law as a data controller, whilst certain of the Chingari Group’s service providers, affiliates and
delegates may act as data processors under applicable law. For the purposes of this British Virgin
Privacy Notice, we, us or our means each member of the Chingari Group in its capacity (as relevant)
as data controller of the personal data and you or your means the Tokenholder or relevant individual
affiliated or connected with the Tokenholder receiving this British Virgin Privacy Notice.
If you are a nominee Tokenholder or a corporate entity, this British Virgin Privacy Notice will be
relevant for those individuals connected to you and you should transmit this document to such
individuals for their awareness and consideration.
Personal data: By virtue of acquiring Tokens, the Chingari Group and certain other service providers
and their respective affiliates and delegates (the “Authorised Entities”) may collect, record, store,
transfer and otherwise process personal data by which individuals may be directly or indirectly
identified. We may combine personal data that you provide to us with personal data that we collect
from or about you. This may include personal data collected in an online or offline context including
from credit reference agencies and other available public databases or data sources, such as news
outlets, websites and other media sources and international sanctions lists. It may also include data
which, when aggregated with other data, enables an individual to be identified, such as an IP address
and geolocation data.1
Why is your personal data processed: The storage, processing and use of personal data by the
Chingari Group will take place for lawful purposes, including:
(a)       to comply with any applicable legal, tax or regulatory obligations on the Chingari Group or
          another Authorised Entity under any applicable laws and regulations;
(b)       to perform a contract to which you are a party or for taking pre-contractual steps at your
          request;
(c)       to operate the Chingari Group, including managing and administering the Tokens and the
          business of the Chingari Group on an on-going basis which enables the Chingari Group and
1
  Examples of personal data include: name, title, date of birth, age, gender, nationality, picture, national identification number,
usernames, email address, residential address, postal address, telephone / mobile / fax number, family structure, siblings, offspring,
source of wealth, personal assets, bank account numbers and income details, tax identification number, financial and investment
qualification, shareholder reference number, payment details and other details of products and services purchased, power of attorney
information, job titles, employment history, employer details, personal data contained in emails, data regarding preferences in
connection with marketing communications, personal data obtained pursuant to standard criminal record checks, and data obtained
further to the Company's standard anti-money laundering and client due diligence checks.
                                                                                                                    Page 20 of 37
       its Tokenholders to satisfy their contractual duties and obligations to each other;
(d)    to verify the identity of the Chingari Group to third parties for any purpose which the Chingari
       Group considers necessary or desirable;
(e)    to assist the Chingari Group in the improvement and optimisation of advertising (including
       through marketing material and content) its services;
(f) for risk management and risk control purposes relating to the Chingari Group;
(g)    to pursue the Chingari Group’s or a third party’s legitimate interests: (i) for direct marketing
       purposes; or (ii) to help detect, prevent, investigate, and prosecute fraud and/or other criminal
       activity, and share this data with legal, compliance, risk and managerial staff to assess
       suspicious activities; and/or
(h) where you otherwise consent to the processing of personal data for any other specific purpose.
As a data controller, we will only use your personal data for the purposes for which we collected it as
set out in this British Virgin Privacy Notice. If we need to use your personal data for an unrelated
purpose, we will contact you. In certain circumstances, we may share your personal data with
regulatory, prosecuting and other governmental agencies or departments, and parties to litigation
(whether pending or threatened), in any country or territory.
We may transfer your personal data outside of the British Virgin Islands, as permitted under applicable
law. We will not sell your personal data.
Your rights: You may have certain rights under applicable law, including:
(a) the right to be informed as to how we collect and use your personal data;
(e)    the right to withdraw your consent and require us to stop processing or restrict the processing,
       or not begin the processing, of your personal data;
(f) the right to be notified of a data breach (unless the breach is unlikely to be prejudicial); and
(g) the right to require us to delete your personal data in some limited circumstances.
Please note that if you do not wish to provide us with requested personal data or subsequently
withdraw your consent, you may not be able to hold or otherwise deal with the Tokens or remain as a
holder of the Tokens as it will affect our ability to provide our services to you as a Tokenholder.
Retention of Personal Data: The personal data shall not be held by the Chingari Group for longer
than necessary with regard to the purposes of the data processing.
                                                                                           Page 21 of 37
Changes to Privacy Notice: We encourage you to regularly review this and any updated British
Virgin Privacy Notice to ensure that you are always aware of how personal data is collected, used,
stored and disclosed.
Contact Us: Please contact the Chingari Group if you have any questions about this British Virgin
Privacy Notice, the personal data we hold about you or to discuss your rights under applicable law.
                                                                                      Page 22 of 37
                                           ANNEXURE 1
The Purchaser hereby represents, warrants and covenants to, and agrees with, each of the
Company Parties that:
(b)   except in the case where the Purchaser is a natural person, that it is duly organised, validly
      existing and in good standing under the Laws of its jurisdiction of incorporation or formation.
(c)   the Purchaser has full legal capacity, power and authority to execute and deliver this
      Agreement and to perform its obligations hereunder and has read and fully understood the
      Company’s Privacy Notice annexed at Schedule 3 of this Agreement.
(d)   The Purchaser has sufficient knowledge and experience in business and financial matters to
      be able to evaluate the risks and merits of its contribution pursuant to this SAFT and any
      Tokens issued pursuant thereto and is able to bear the risks thereof.
(e)   this Agreement 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.
(f)   the execution, delivery and performance of this Agreement shall not result in any violation of,
      be in conflict with, or constitute a material default under, with or without the passage of time or
      the giving of notice of (i) any provision of the Purchaser’s organizational documents, if
      applicable; (ii) any provision of any judgment or order to which the Purchaser is a party, by
      which the Purchaser is bound, or to which any of the Purchaser’s material assets are subject;
      (iii) any material agreement, obligation, duty or commitment to which the Purchaser is a party
      or by which the Purchaser is bound; or (iv) any Laws applicable to the Purchaser.
(g)   the Purchaser hereby represents that (i) it has satisfied itself as to the full observance of
      applicable Law in connection with its entry into this Agreement, including (x) the legal
      requirements within its jurisdiction for the entry into this Agreement and the acquisition of the
      Tokens, (y) any foreign exchange restrictions applicable to such purchase or exchange, and
      (z) any Governmental Authority or other consents that may need to be obtained; (ii) the
      Purchaser has consulted with, and is relying solely upon the advice of, its own advisors relating
      to the income tax and other tax consequences, if any, that may be relevant to the purchase,
      holding, exchange, sale or transfer of, as relevant, this Agreement and the Tokens; and (iii)
      the Purchaser’s subscription and payment for this Agreement, continued beneficial ownership
      of this Agreement, exchange for Tokens or continued beneficial ownership of the Tokens will
      not violate any applicable securities or other Laws of the Purchaser’s jurisdiction.
(h)   the Purchaser hereby represents that (i) it has satisfied itself as to the full observance of
      applicable Law in connection with its entry into this Agreement, including (x) the legal
      requirements within its jurisdiction for the entry into this Agreement and the acquisition of the
      Tokens, (y) any foreign exchange restrictions applicable to such purchase or exchange, and
      (z) any Governmental Authority or other consents that may need to be obtained; (ii) the offer
      and sale of the SAFTs is being made in compliance with Rule 506 of Regulation D to only
      “accredited investors” as that term is defined in Rule 501 of Regulation D; (iii) the Purchaser
      has consulted with, and is relying solely upon the advice of, its own advisors relating to the
                                                                                          Page 23 of 37
      income tax and other tax consequences, if any, that may be relevant to the purchase, holding,
      exchange, sale or transfer of, as relevant, this Agreement and the Tokens; and (iv) the
      Purchaser’s subscription and payment for this Agreement, continued beneficial ownership of
      this Agreement, exchange for Tokens or continued beneficial ownership of the Tokens will not
      violate any applicable securities or other Laws of the Purchaser’s jurisdiction. The Purchaser
      agrees to resell any Tokens that it receives only in accordance with this Agreement, Securities
      Act Rule 144, the provisions of Regulation S under the Securities Act, pursuant to registration
      under the Securities Act, or pursuant to an available exemption therefrom, and agrees not to
      engage in hedging transactions with regard to such securities unless in compliance with the
      Securities Act.
          a. The Purchaser has been advised that this SAFT is a security in the United States, and
             that the offers and sales of this instrument have not been registered under the
             Securities Act and, therefore, cannot be resold except in compliance with the
             Securities Act. The Purchaser is purchasing pursuant to this SAFT 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;
          b. Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D
             promulgated under the Securities Act (i.e., (a) a natural person whose individual net
             worth, or joint net worth with that person’s spouse, at the time of his or her purchase
             exceeds $1,000,000, (b) a natural person who had an individual income in excess of
             $200,000 in each of the two most recent years or joint income with that person’s
             spouse in excess of $300,000 in each of those two years and has a reasonable
             expectation of reaching the same income level in the current year, (c) a corporation,
             limited liability company or partnership having total assets in excess of $5,000,000 that
             was not formed for the purpose of purchasing the Interests pursuant to this SAFT, or
             (d) otherwise meets the requirements for an “accredited investor” under Regulation D
             promulgated by the Securities and Exchange Commission under the Securities Act).
             The Purchaser has accurately and completely completed the accredited investor
             verification process required by the Company; and
          c. The Purchaser has been advised that, to the extent applicable, Rule 144 promulgated
             under the Securities Act, which permits certain limited sales of unregistered securities,
             is not presently available with respect to this SAFT and any Tokens Receivable issued
             pursuant thereto and in any event requires that this SAFT and any Tokens Receivable
             issued pursuant thereto generally be held for a minimum of one (1) year after any
             SAFT purchase or any Tokens have been purchased and paid for (within the meaning
             of Rule 144), before it may be resold under Rule 144 (the “Restricted Period”).
(j)   the Purchaser will not acquire and will not transfer any Tokens within or engage (except as
      specifically authorized by the Company) in any activity relating to the sale, distribution or any
      other use of Tokens in any jurisdiction identified in Schedule 1 of this Agreement.
(k)   the Purchaser will not transfer, directly or indirectly, any Tokens acquired hereunder to any
      Prohibited Person or any person or entity controlling, controlled by or under common control
      with such a person.
                                                                                        Page 24 of 37
(l)   the Purchaser will not transfer directly or indirectly any of its Tokens to any person unless the
      proposed transferee has made the same representations and warranties as set out herein.
(m)   the Purchaser has been advised that this Agreement may constitute a security within its
      jurisdiction of residence and that the offers and sales of this Agreement and the Tokens to be
      transferred hereunder have not been registered under any country’s securities Laws and,
      therefore, cannot be resold except in compliance with (i) this Agreement, and (ii) applicable
      Laws.
(n)   the Purchaser is entering into this Agreement for its own account, not as a trustee, nominee,
      representative 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.
(o)   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.
(p)   the Purchaser has read and fully considered and understands the Information Materials and
      this Agreement and that the Purchaser has evaluated the Purchaser’s investment in the light
      of the Purchaser’s financial condition and resources.
(r)   the Purchaser is aware of the Company’s business affairs and financial condition and has
      acquired sufficient information about the Company to reach an informed and knowledgeable
      decision to enter into this Agreement.
(s)   the Purchaser hereby acknowledges and agrees that the entry into this Agreement and the
      potential transfer of Tokens hereunder involve risks, all of which the Purchaser fully and
      completely assumes, including, without limitation, the risk that (i) the technology associated
      with the Platform shall not function as intended; (ii) the Platform and TIE shall not be
      completed; (iii) the Platform shall fail to attract sufficient interest from key stakeholders; and
      (iv) the Company and/or the Platform may be subject to investigation and punitive actions from
      Governmental Authorities.
(t)   the Purchaser has significant experience with, and understanding of, the usage and intricacies
      of cryptographic tokens and blockchain based software systems and the storage and
      transmission mechanisms associated with cryptographic tokens.
(u)   the Purchaser accepts that (i) the Tokens shall be created and delivered to the Purchaser at
      the sole risk of the Purchaser on an “AS IS” and “UNDER DEVELOPMENT” basis; and (ii) the
      use of the Platform by the Purchaser is also on an “AS IS” and “UNDER DEVELOPMENT”
      basis and there is no obligation of any kind on the Company or any Affiliate of the Company
      to further support and/or develop the Tokens and/or the Platform following the Token
      Integration Event.
(v) the Purchaser has not relied on any representations or warranties made by the Company
                                                                                          Page 25 of 37
       outside of this Agreement, including, without limitation, conversations of any kind, whether
       through oral or electronic communication, or the Information Materials.
(w)    THE PURCHASER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED
       BY THE USE OF ANY TOKENS AND REGARDLESS OF ANY ORAL OR WRITTEN
       STATEMENTS MADE BY THE COMPANY OR ANY OTHER PERSON, BY WAY OF
       TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE TOKENS.
(x)    the Purchaser has no right or claim pursuant to this Agreement against any Company Party
       other than in the event of the Company’s breach of this Agreement.
(y)    the Purchaser waives any right it has now or may obtain in the future to participate in a class
       action lawsuit or a class wide arbitration against any Company Party.
(z)    the Purchaser will comply with all applicable tax and tax reporting obligations in the
       Purchaser’s jurisdiction arising from this Agreement and the holding of Tokens.
(aa) the Purchaser bears sole responsibility for any taxes as a result of the matters and transactions
     the subject of this Agreement, and any future acquisition, ownership, use, sale or other
     disposition of Tokens held by the Purchaser.
(bb) to the fullest extent permitted by applicable Law, the Purchaser does hereby indemnify, defend
     and hold the Company Parties harmless from and against any and all loss, penalty, claim,
     damage, liability or expense whatsoever (including reasonable attorneys’ fees and
     disbursements) with respect to any taxes (other than any net income taxes of the Company
     that result from the issuance or transfer of Tokens to the Purchaser pursuant to Clause 3(h) of
     this Agreement) associated with or arising from the Purchaser’s purchase of Tokens
     hereunder, or the use or ownership of Tokens.
(cc) the Company Parties retain all right, title and interest in all of their intellectual property,
     including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks,
     methods, software, compositions, formulas, techniques, information and data, whether or not
     patentable, copyrightable or protectable in trademark, and any trademarks, copyright or
     patents based thereon.
(dd) The Purchaser has no right to claim as a holder of Tokens any intellectual property rights,
     functionality or equivalent rights or any other form of participation in, or relating to, the Platform
     and/or anything in relation to the Company Parties.
(ee) the Purchase Amount is not derived from or related to any unlawful activities, including, without
     limitation, money laundering or terrorist financing, and that the Purchaser shall not use the
     Tokens to finance, engage in, or otherwise support any unlawful activities, and all payments
     shall be made only in the Purchaser’s name from a digital wallet or bank account not located
     in a restricted territory identified in Schedule 1 of this Agreement, as may be amended by the
     Company from time to time. Any breach of this Item (ee) of this Annexure 1 or failure to comply
     with this Item (ee) of this Annexure 1 (determined at the sole and absolute discretion of the
     Company) shall give the Company the right to refuse (i) any application made by the Purchaser
     for Tokens, and (ii) the transfer, or further transfer, of any Tokens to the Purchaser.
(ff)   the Company may run any check or enquiry with any third party providers and the Purchaser
       waives any privacy or other rights in connection therewith and acknowledge that any breach
       of this representation by the Purchaser shall entitle the Company to terminate this Agreement
       with immediate effect, including, without limitation, and in addition to any other action the
                                                                                            Page 26 of 37
       Company may take, the restriction of access to the Tokens and/or the Platform.
(gg) the Purchaser shall promptly respond and fully collaborate with all requests made by the
     Company in connection with its, or third parties’, ‘know your client’, tax reporting and anti-
     money laundering policies and that any breach or failure to comply with this Item (gg) of this
     Annexure 1 (determined at the sole and absolute discretion of the Company) shall give the
     Company the right refuse any application by the Purchaser.
(hh) the use of the Tokens, the development of the Platform by its owner and the Company’s
     operations may cease in one or more jurisdictions in the event that the actions of any
     Governmental Authority or changes of Laws make it unlawful or commercially undesirable to
     continue to do so.
(ii)   although the Tokens may be tradeable, they are not, and in no case may be understood,
       deemed, interpreted or construed to be or to be representative of, any kind of (i) currency,
       legal tender, means of payment, money or deposit, whether fiat or otherwise, nor any
       substitute for such currency, legal tender, money or deposit; (ii) investment (whether secured
       or unsecured), equity interest, proprietary interest, economic right (including any kind of right
       to payment, income, dividend, profit, or other return, or any sums to be paid, or likely to be
       paid, out of such), share or similar interest in or claim against any person, asset, entity,
       organization, scheme, venture or project (including the Company or any other Company
       Party); (iii) equity, debt or hybrid instrument, security, collective investment scheme, managed
       fund, financial derivative, futures contract, deposit, commercial paper, negotiable instrument,
       investment contract, note, bond, warrant, certificate or instrument entitling the holder to
       interest, dividends or any kind of return, nor any other financial instrument; (iv) right, title,
       interest or benefit whatsoever in whole or in part, in Company or any other Company Party or
       any assets related to them, other than the right to use the Tokens as a means to enable usage
       of, and interaction with and within, the Platform if successfully completed and deployed; or (v)
       any commodity that any person is obliged to redeem or purchase.
(jj)   any Token terms and conditions, as issued by the Company from time to time (the “Token
       Terms and Conditions”) shall apply with respect to the Tokens transferred hereunder and
       that in the event of any inconsistency between this Agreement and the Token Terms and
       Conditions, this Agreement shall prevail to the extent of any such inconsistency.
(kk) the Token Terms and Conditions may be varied at any time by the Company in its sole and
     absolute discretion and that all such variations that are notified to the Purchaser by the
     Company in writing shall apply as if expressly incorporated into this Agreement, the necessary
     changes having been made.
(ll)   the Purchaser’s participation pursuant to this Agreement is distinct from a sale of Tokens by
       the Company governed only by the Token Terms and Conditions insofar as certain provisions
       of the Token Terms and Conditions may be amended as specified herein, but otherwise all
       other provisions of the Token Terms and Conditions apply to the Purchaser as a buyer of
       Tokens.
(mm) the Company and/or any third party service provider selected by the Company may provide
     the Purchaser (or the Purchaser’s designated agents) statements, reports, and all other
     communications relating to (A) the Company; (B) the Purchaser’s entry in this Agreement; and
     (C) the Purchaser’s acquisition of the Tokens (collectively, the “Company Information”), in
     electronic form, such as through a file attached to an email sent to the email address provided
     by the Purchaser or over a private internet site in lieu of or in addition to sending such Company
     Information as hard copies via facsimile or mail. If the Company Information is made available
                                                                                         Page 27 of 37
     over the internet, the Purchaser may be notified of its availability through an email sent to the
     email address provided by the Purchaser. The Purchaser agrees that all Company Information
     provided to the Purchaser via email notification or website will be deemed to have been good
     and effective delivery to the Purchaser when sent or posted, regardless of whether the
     Purchaser actually or timely receives or accesses such Company Information. Email
     messages are not secure and may contain computer viruses or other defects, may not be
     accurately replicated on other systems, or may be intercepted, deleted or interfered with
     without the knowledge of the sender or the intended recipient. Each of the Company and any
     third party service provider reserves the right to intercept, monitor and retain emails messages
     to and from its systems to the fullest extent permitted by applicable Law. The Company’s entry
     into this Agreement is conditioned on the Purchaser’s consent to electronic delivery of
     Company Information. The Purchaser agrees that it is solely responsible for notifying the
     Company in writing of any change in the Purchaser’s email address and that the Company
     may not seek to verify or confirm the Purchaser’s email address as provided.
(nn) it is bound by any affirmation, assent or agreement that the Purchaser (or any of the
     Purchaser’s designated agents) transmits to the Company or its affiliates by computer or other
     electronic device, including internet, telephonic and wireless devices.
(oo) when the Purchaser (or any of the Purchaser’s designated agents) clicks on an “I Agree,” “I
     Consent,” or other similarly worded button or entry field whereby my mouse, keystroke or other
     device, the Purchaser’s agreement or consent will be legally binding and enforceable against
     the Purchaser and will be the legal equivalent of the Purchaser’s (or any of the Purchaser’s
     designated agents) handwritten signature on an agreement that is printed on paper.
(pp) this Agreement is in all respects intended by each party hereto to be deemed and construed
     to have been jointly prepared by the parties and the parties hereby expressly agree that any
     uncertainty or ambiguity existing herein shall not be interpreted against either of them.
                                                                                       Page 28 of 37
                                              ANNEXURE 2
OTHERWISE THAN AS EXPRESSLY SET OUT HEREIN, THE COMPANY SPECIFICALLY DOES
NOT REPRESENT AND WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR
WARRANTY WITH RESPECT TO THE INFORMATION MATERIALS, THE PLATFORM AND THE
TOKENS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, 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 COMPANY DOES NOT REPRESENT OR
WARRANT THAT TOKENS OR THE PLATFORM ARE RELIABLE, CURRENT OR ERROR-FREE,
MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE TOKENS OR THE PLATFORM WILL
BE CORRECTED. THE COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT
TOKENS, THE PLATFORM OR THE DELIVERY MECHANISM THE FOR TOKENS IS FREE OF
VIRUSES OR OTHER HARMFUL COMPONENTS.
A significant amount of further work may be required in order for the Company to generate the
Tokens and for the owner of the Platform to enable integration of the Tokens into the Platform
and much of that work may be subject to regulatory approval and otherwise reliant on the input
or consent of other persons not under the control of the Company or, as relevant, the owner
of the Platform. The success of the Tokens and the Platform is reliant upon the Company, the
owner of the Platform and their respective Affiliates (i) securing (as relevant) regulatory
approval for the creation of the Tokens; (ii) securing regulatory approval (as relevant) for the
integration of the Tokens into the Platform; (iii) raising sufficient resources to fund the ongoing
development of the Tokens and the Platform; and (iv) complying with ongoing funding, reserve
and/or regulatory requirements (as relevant) related to the proposed creation and operation of
the Tokens and the Platform (collectively, the “Regulatory and Funding Requirements”).
There is a significant risk that the Tokens and the Platform do not develop as envisaged herein.
The Information Materials reflect the Company’s current intention with respect to the
development of the Tokens and the Platform, including as to such matters as the scale and
scope of the envisaged activities, the jurisdictions in which the various operations will be
based, the jurisdictions in which they may operate and the jurisdictions in which their
customers are based. The Company, in the sole and absolute discretion of the Board of
Directors, reserves the right to modify, extend, reduce, eliminate, add and/or substitute the
scale, scope, business lines, operations and any other characteristics of the Tokens and the
Platform in order to address any actual or perceived commercial, legal, regulatory or other
matters that the Board of Directors, in its sole and absolute discretion, considers relevant at
any time.
The Company may issue Tokens even if there are material changes to the scale, scope,
business lines, operations and any other characteristics of the Tokens and/or the Platform or
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if the Company or its Affiliates have not satisfied (or are unlikely to satisfy) any Regulatory and
Funding Requirements or any other regulatory, commercial or legal requirements with respect
to the Tokens and/or the Platform. No promises of future performance or value are or will be
made with respect to the Tokens, including no promise of inherent value, no promise of
continuing payments, and no guarantee that the Tokens will hold any particular value.
The Company is developing the Tokens to be used with respect to the Platform. Upon the Token
Integration Event the Company will covenant with holders of Tokens to procure that the
owner/operator(s) of the Platform will, subject to applicable law and on a best-efforts basis,
accept their duly presented Tokens in exchange for privileges and other benefits related to
such Tokens from time to time on the Platform.
The precise terms of the privileges and other benefits of the Tokens will be determined by the
owner/operator(s) of the Platform in its sole and absolute discretion from time to time. Such
privileges and benefits will initially be determined by the Platform operator(s) on or around the
Token Integration Event and may be amended thereafter by the owner of the Platform at any
time and without notice to, or consent from, any holder of Tokens, or the Company, in the sole
and absolute discretion of the owner/operator(s) of the Platform. Any such determination or
amendment shall not be a breach of the terms of the SAFTs or the Tokens.
The Platform is in beta stage, which means that the Platform and all related software are
experimental. The Platform is provided on an “as is” and “as available” basis, without warranty
of any kind, either expressed or implied, including, without limitation, warranties that the
Platform is free of defects, vulnerabilities, merchantable, fit for a particular purpose or non-
infringing. Any use of the Platform shall be at your own risk. In no event shall the Company or
the owner of the Platform be held liable in connection with or for any claims, losses, damages
or other liabilities, whether in contract, tort or otherwise, arising out of or in connection with
the Platform or its operation or use or be under any obligation to support, develop or otherwise
maintain or promote the use of the Platform or the integration of the Tokens into the Platform.
While the Tokens are available only to purchasers that are not Prohibited Persons there is the
possibility that Tokens could be acquired over time or following changes in the regulatory
landscape by persons in other jurisdictions currently restricted from acquiring Tokens and,
accordingly, the risk factors set out below may include certain risk factors specific to certain
jurisdictions even though the Company will not at present make the Tokens available at this
time to persons from such jurisdictions.
                                                                                         Page 30 of 37
b. No guarantee on when or if the TIE will occur: There are no guarantees as to the timing (if
   ever) of the TIE or the release of the Platform, each of which is dependent on many factors,
   including many outside the Company’s control. If the TIE does not occur by the Deadline Date
   then the SAFTs will terminate in accordance with the provisions set out in each SAFT.
c. Risk of Losing Access to Tokens Due to Wallet Incompatibility: Your cryptocurrency wallet
   must possess technical infrastructure that is compatible with the receipt, storage and transfer
   of the Tokens. Non-compatible wallet addresses will not be accepted. In addition, your wallet
   address must not be associated with a third party exchange or service that has custody over
   the private key. You must own the private key if your address is an exchange address. The
   Company reserves the right to prescribe additional conditions relating to specific wallet
   requirements at any time, acting in its sole discretion.
d. Risks Associated with the Blockchain Protocols: Any malfunction, breakdown, abandonment,
   unintended function, unexpected functioning of or attack on the protocol upon which the
   Tokens are issued may have an adverse effect on the Tokens, including causing them to
   malfunction or function in an unexpected or unintended manner.
e. Risks Associated with Your Credentials: Any third party that gains access to or learns of your
   wallet login credentials or private keys may be able to dispose of your Tokens. To minimize
   this risk, you should guard against unauthorized access to your electronic devices. Best
   practices dictate that you safely store private keys in one or more backup locations
   geographically separated from the working location. In addition, you are responsible for giving
   us the correct wallet address to which to send your Tokens. If you give us the incorrect address
   to which to send your Tokens, we are not responsible for any loss of Tokens that may occur.
f.   Risk of Unfavorable Regulatory Action in One or More Jurisdictions:
      i.    Blockchain technologies and cryptographic tokens have been the subject of scrutiny by
            various regulatory bodies around the world. Blockchain technology allows new forms of
            interaction and it is possible that certain jurisdictions will apply existing regulations on,
            or introduce new regulations addressing, blockchain technology based applications,
            which regulations may be contrary to the current setup of the Platform or its smart
            contract system and, therefore, may result in substantial modifications to the Platform
            and such smart contract systems, including its termination and the loss of Tokens.
     ii.    The regulatory status of cryptographic tokens and distributed ledger technology is
            unclear or unsettled in many jurisdictions. It is difficult to predict how or whether
            regulatory authorities may apply existing regulation with respect to such technology and
            its applications, including specifically (but without limitation to) the Platform and Tokens.
            It is likewise difficult to predict how or whether any legislative or regulatory authorities
            may implement changes to law and regulation affecting distributed ledger technology
            and its applications, including specifically (but without limitation to) the Platform and
            Tokens. Regulatory actions could negatively impact the Platform and Tokens in various
            ways, including, for purposes of illustration only, through a determination that Tokens
            are a regulated financial instrument that requires registration, licensing or restriction. The
            Company may cease operations in a jurisdiction if regulatory actions, or changes to law
            or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable
            to obtain the necessary regulatory approval(s) to operate in such jurisdiction. The
            functioning of the Platform and the Tokens could be impacted by any regulatory inquiries
            or actions, including restrictions on the use, sale or possession of digital tokens like the
            Tokens, which restrictions could impede, limit or end the development of the Platform
            and increase legal costs.
     iii.   The cryptocurrency exchange market, the token listing and trading market, initial coin
            offerings, and by extension the Platform, is subject to a variety of federal, state and
            international laws and regulations, including those with respect to “know you customer”
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               and “anti-money laundering” and customer due diligence procedures, privacy and data
               protection, consumer protection, data security, and others. These laws and regulations,
               and the interpretation or application of these laws and regulations, could change. In
               addition, new laws or regulations affecting the Platform could be enacted, which could
               impact the utility of the Tokens in the Platform. Additionally, users of the Platform are
               subject to or may be adversely affected by industry specific laws and regulations or
               licensing requirements. If any of these parties fails to comply with any of these licensing
               requirements or other applicable laws or regulations, or if such laws and regulations or
               licensing requirements become more stringent or are otherwise expanded, it could
               adversely impact the Platform and the Tokens, including the utility of Tokens with respect
               to the Platform.
     iv.       The Company may need to obtain approvals from one or more Governmental Authorities
               and there is a risk that securing such approvals may delay or prevent the TIE, the
               development of the Platform and/or the Company’s ability to issue the Tokens.
g. Ambiguities and Risks under Indian Laws: The legal classification of cryptocurrencies like
   GARI Tokens under various Indian laws, including foreign exchange control laws, securities
   laws, payment systems laws, and tax laws, is uncertain and subject to interpretation. Indian
   regulators may take a view which could lead to legal proceedings and penalties being initiated
   against the Company, its Affiliates, users of the Chingari App and Chingari Platform, and/or
   holders of GARI Tokens. Indian tax authorities may also seek to tax the income of the
   Company or its Affiliates significantly beyond what the Company or its Affiliates believe they
   are legally obligated to pay (such as, for instance, if the Company is deemed to be an Indian
   resident entity for tax purposes). Certain types of transactions using GARI Tokens, on the
   Chingari Platform and Chingari App or otherwise, can be interpreted as being in violation of
   Indian law and you, or other future holders of GARI Tokens, may be held liable for such
   violations, civil or criminal. You, and other future holders of GARI Tokens, should seek legal
   advice before transacting using GARI Tokens. There is also a possibility that dealing with
   cryptocurrencies may become illegal in India, which could significantly affect the adoption of
   GARI Tokens and the success of the Chingari Platform.
h. Risk of Alternative, Unofficial Platforms: Following the issue of the Tokens and the continued
   development of the Platform, it is possible that alternative applications or platforms could be
   established, which use the same or similar open source code and protocol underlying the
   Platform. The Tokens may have no intrinsic value with respect to such alternative applications.
   The Platform may compete with these alternative, unofficial token-based applications, which
   could potentially negatively impact the Platform and the Tokens.
i.   Token Integration Risk and Risk of Insufficient Interest in the Platform: There are no
     guarantees as to the timing of the Tokens being integrated into the Platform or the release of
     the Platform, each of which is dependent on many factors, including many outside the
     Company’s control. The Platform may not be owned, operated or controlled by the Company.
     Further, it is possible that the Platform will not be used by a large number of businesses,
     individuals, and other organizations and that there will be limited public interest in the Platform.
     Such a lack of interest could negatively impact the Tokens and the Platform.
j.   Operating History: The Company has no operating history and will be operating in an evolving
     industry that may not develop as expected. A significant amount of further work is required in
     order to create the Tokens and implement the Tokens into the Platform and much of that work
     is reliant on the input or consent of other persons not under the control of the Company or the
     owner of the Platform. Assessing the business and future prospects of the Company is
     challenging in light of the risks and difficulties the Company and the owner of the Platform may
     encounter. These risks and difficulties include, but are not limited to, their ability to:
           -     navigate complex and evolving regulatory and competitive environments;
                                                                                           Page 32 of 37
        -   obtain the requisite regulatory and other licenses in the relevant jurisdictions;
        -   obtain and retain customers;
        -   successfully develop, maintain and update internal controls to manage compliance
            within an evolving and complex regulatory environment;
        -   effectively identify and react to market trends;
        -   be involved in the successful development and deployment of the Platform;
        -   implement new products and services;
        -   successfully execute the Company’s funding strategy;
        -   effectively compete with other companies;
        -   successfully navigate economic conditions and fluctuations in the market;
        -   effectively manage the growth of the business;
        -   continue to develop, maintain and scale the Platform;
        -   effectively use finite personnel and technology resources;
        -   effectively maintain and scale financial and risk management controls and procedures;
        -   maintain the security of technology infrastructure, and the confidentiality of the
            information provided and utilized therein; and
        -   attract, integrate and retain qualified employees and contractors.
k. Risk that the Platform Will Not Meet Expectations: The Platform presently is under continued
   development by its owner and may undergo significant changes. Any expectations or
   assumptions regarding the form and functionality of the Platform or the Tokens (including
   participant behaviour) held by the owner of the Platform, the Company or you may not be met,
   for any number of reasons, including, without limitation, mistaken assumptions or analysis, a
   change in the design and implementation plans, and changes in the execution of the Platform.
   Moreover, the Company may not be able to retain full and effective control over how other
   participants will use the Platform, what products or services will be offered through the Platform
   by third parties, or how third-party products and services will utilize Tokens (if at all). This could
   create the risk that the Tokens or Platform, as further developed and maintained, may not
   meet your expectations. Furthermore, despite our good faith efforts to assist the owner of the
   Platform to develop and participate in the Platform, it is still possible that the Platform will
   experience malfunctions or otherwise fail to be adequately maintained, which may negatively
   impact the Platform and Tokens, and the potential utility of the Tokens.
l.   The terms and characteristics of the Tokens can change prior to the TIE: The Company is
     issuing the SAFTs before the Tokens are fully developed. As is normal and expected in such
     a development stage, the Company may be prevented from developing the Tokens in the form
     contemplated at the time a SAFT was executed. Accordingly, the terms and conditions of the
     Tokens, and how they may operate with respect to the Platform, may be substantially different
     at the time of the TIE.
m. A SAFT is not the same as a Token: Purchasing a SAFT does not provide an investor any
   Tokens. It only provides investors with the right to receive Tokens pursuant to the terms
   described in the SAFT and Information Materials. Investors should be prepared to hold on to
   their SAFTs and not receive Tokens for an extended period of time.
n. The value of the Tokens will be affected by the success of the Platform: Because the Tokens
   are intended for use on the Platform, a failure by the owner of the Platform to successfully
   develop and/or maintain the Platform would negatively affect the value of the Tokens. There
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     is no guarantee that the Platform will develop as planned or become successful in the
     marketplace.
o. Long-term viability of cryptoassets: Cryptoassets, including those like the Tokens, are a new
   and relatively untested product. There is considerable uncertainty about their long-term
   viability, which could be affected by a variety of factors, including many market-based factors
   such as economic growth, inflation, and others. In addition, the success of cryptoassets
   (including the Tokens) will depend on the long-term utility and economic viability of blockchain
   and other new technologies related to cryptoassets. Due in part to these uncertainties, the
   price of cryptoassets are volatile and the Tokens may be hard to sell. The Company does not
   control any of these factors, and therefore may not be able to control the ability of the Tokens
   to maintain their value over time.
p. Further innovations in the cryptoasset industry may cause the Tokens to lose value: The
   development and acceptance of the cryptographic and algorithmic protocols governing the
   issuance of, and transactions in, cryptoassets is subject to a variety of factors that are difficult
   to evaluate and predict. The use of cryptoassets to, among other things, buy and sell goods
   and services is part of a new and rapidly evolving commercial practice that employs digital
   assets based on a computer-generated mathematical and/or cryptographic protocol. The
   growth of this commercial practice in general, and the use of cryptoassets in particular, is
   subject to a high degree of uncertainty. Factors affecting further development of the
   cryptoasset industry include, among other things, the continued worldwide adoption of
   cryptoassets; governmental and quasi-governmental regulation of cryptoassets and/or
   cryptoasset exchanges; changing consumer demographics, tastes and preferences; sustained
   development and maintenance of open-source software protocols; the popularity and
   availability of alternative and/or new payment services; and general economic conditions. If
   these factors negatively affect or impede the development of the cryptoasset industry, the
   value of an investor’s Investment in a SAFT or holding of Tokens may also be negatively
   affected.
q. Inability to Fund Development or Maintenance: The Company may not be able to fund
   development of the Tokens while the owner of the Platform may not be able to develop or
   maintain the Platform in the manner that it was intended.
r.   Risks from Taxation: The tax characterization of the Tokens is uncertain. You must seek your
     own tax advice in connection with acquiring and holding Tokens, which may result in adverse
     tax consequences to you, including withholding taxes, income taxes, and tax reporting
     requirements. An investment pursuant to the SAFT and the purchase of Tokens pursuant
     thereto may result in adverse tax consequences to Investors, including withholding taxes,
     income taxes, and tax reporting requirements. Additionally, subsequent transactions in
     cryptoassets such as the Tokens may cause investors to incur tax liabilities. Further, any
     reward received in the form of, or through the use of, Tokens may result in additional tax
     liability. Each investor should consult with and must rely upon the advice of its own professional
     tax advisors.
s. Risk of Theft and Hacking:
     i.    Smart contracts, software applications and the Platform may be exposed to attacks by
           hackers or other individuals, groups, organizations or countries that interfere with the
           Platform or the availability of the Tokens in any number of ways, including denial of
           service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based
           attacks, or phishing, or other novel methods that may or may not be known. Any such
           successful attacks could result in theft or loss of Tokens, adversely impacting the ability
           to further develop the Platform and/or related Platforms and derive any usage or
           functionality from Tokens. You must take appropriate steps to satisfy yourself of the
           integrity and veracity of relevant websites, systems and communications. Furthermore,
                                                                                        Page 34 of 37
           because the Platform is based on open-source software, there is a risk that a third party
           or a member of the Company’s team may intentionally or unintentionally introduce
           weaknesses or defects into the core infrastructure of the Platform, which could
           negatively affect the Platform and Tokens.
     ii.   You acknowledge, understand and accept that if your private key or password gets lost
           or stolen, the Tokens associated with your wallet address may be unrecoverable and
           permanently lost. Additionally, any third party that gains access to your private key,
           including by gaining access to the login credentials relating to your wallet, may be able
           to misappropriate your Tokens. Any errors or malfunctions caused by or otherwise
           related to the digital wallet or vault you choose to receive and store Tokens, including
           your own failure to properly maintain or use such digital wallet or vault, may also result
           in the loss of your Tokens, for which the Company shall have no liability.
t.   Risk of Security Weaknesses in the Platform: The Platform consists, at least in part, of open
     source software that may be based on other open source software. There is a risk that the
     Company or other third parties may intentionally or unintentionally introduce weaknesses or
     bugs into the core infrastructural elements of the Platform interfering with the use of or causing
     the loss of Tokens.
u. Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography: Advances in
   cryptography, or technical advances such as the development of quantum computing, could
   present risks to cryptocurrencies and the Platform by rendering ineffective the cryptographic
   consensus mechanism that underpins the Platform, which could result in the theft, loss or
   decreased utility of the Tokens. Smart contracts, blockchain application software and
   blockchain platforms and protocols are still in an early development stage and relatively
   unproven. There is no warranty or assurance that the process for creating Tokens will be
   uninterrupted or error-free and there is an inherent risk that the software could contain defects,
   weaknesses, vulnerabilities, viruses or bugs causing, inter alia, the complete loss of
   contributions and/or Tokens.
v. Risk of Lack of Adoption or Use of the Platform: While the Tokens should not be viewed as an
   investment, they may have value over time. That value may be limited or non-existent if the
   Platform lacks acceptance, use and adoption, which may have an adverse impact on the
   Tokens.
w. Risk of an Illiquid Market for Tokens: There may never be any marketplace for Tokens. There
   are currently no exchanges upon which the Tokens would trade. If exchanges do develop,
   they will likely be relatively new and subject to poorly understood regulatory oversight. They
   may, therefore, be more exposed to fraud and failure than established, regulated exchanges
   for other products and have a negative impact on the Tokens. To the extent that any third party
   ascribes an external exchange value to Tokens (e.g. as denominated in a crypto or fiat
   currency), such value may be extremely volatile and diminish to zero. If (despite your
   representations to us to the contrary) you are holding Tokens as a form of investment on a
   speculative basis or otherwise, or for a financial purpose, with the expectation or desire that
   their inherent, intrinsic or cash-equivalent value may increase with time, you assume all risks
   associated with such speculation or actions, and any errors associated therewith, and accept
   that the Tokens are not offered by the Company or its affiliates on an investment basis.
x. Risk of Dissolution of the Platform: It is possible that, due to any number of reasons, including
   development issues with the Platform, the failure of business relationships, lack of public
   interest, lack of funding, or competing intellectual property claims, the Platform may no longer
   be viable as a business or otherwise and may dissolve or fail to maintain commercial or legal
   viability, or be abandoned. There is no assurance that you will receive any benefits through
   the Tokens.
                                                                                        Page 35 of 37
y. Risk of Malfunction in the Platform: It is possible that the Platform malfunctions in an
   unfavourable way, including one that results in the loss of the Tokens.
z. Risk Arising from Lack of Governance Rights: Because the Tokens confer only limited
   governance rights with respect to the Platform and the Company; all decisions involving the
   Company (including to sell or liquidate the Company) will be made by the Company acting in
   its sole and absolute discretion, and all decisions involving the Platform including, but not
   limited to, decisions by the owner of the Platform to discontinue the Platform and to create and
   issue more Tokens, will be made by, as relevant, the Company or the owner of the Platform.
   These decisions could adversely affect the Platform and/or Tokens you hold.
aa. Risks Associated with Incomplete Information regarding the Tokens and the Platform: You will
    not have full access to all the information relevant to the Company, the Tokens and/or the
    Platform. Neither the Company nor the owner of the Platform are required to update you on
    the progress of the Platform. You are responsible for making your own decision in respect of
    the acquisition of the Tokens. The Company does not provide you with any recommendation
    or advice in respect of the acquisition of the Tokens. You may not rely on the Company to
    provide you with complete or up to date information.
bb. The holders of Tokens will not be in any fiduciary, partnership, trustee, agency or similar
    relationship with the Company or any of its affiliates and will not be owed any fiduciary duty by
    the Company or any of its affiliates. The holders of Tokens have no direct management, equity,
    voting or similar rights in the Company or any of its affiliates. However, without limitation to the
    above, the Company reserves all rights with respect to pursuing any form of decentralized
    governance should it so determine that doing so would be in the best interests of the holders
    of Tokens from time to time.
cc. In order to seek compliance with (or to seek to mitigate the impact of) any laws, statutes,
    ordinances, rules, regulations, judgments, injunctions, orders, treaties, administrative acts or
    decrees of any nation or government, any state or other political subdivision thereof, any entity
    exercising legislative, judicial or administrative functions of or pertaining to government,
    including, without limitation, any government authority, agency, department, board,
    commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction,
    and any self-regulatory organization believed by the Company or its affiliates to apply to or
    affect the Company or its affiliates, the Platform or the Tokens, the Company may in its sole
    and absolute discretion take such steps as it considers necessary or convenient to comply
    with such matters including, without limitation, the termination of the Tokens and/or the
    Platform. In addition, the Company may take such steps as it considers necessary or
    convenient where it believes or suspects the Tokens may be used, trafficked or applied in the
    attempted furtherance of money laundering, terrorist financing, tax evasion or other unlawful
    activity or where it believes the Platform is no longer viable.
dd. Regulation of (i) tokens (including the Tokens); (ii) cryptocurrencies (iii) blockchain
    technologies; and (iv) cryptocurrency exchanges is currently underdeveloped and is likely to
    evolve rapidly, vary significantly among international, national, federal, state and local
    jurisdictions and is subject to significant uncertainty. Various legislative and executive bodies
    in the United States, South Korea, China, Singapore, among other countries, are currently
    considering, or may in the future consider, laws, regulations, guidance, or other actions, which
    may severely impact the development and growth of the Platform, the Company and the
    Tokens. Other countries may adopt similar approaches. Failure by the Company or users of
    the Platform to comply with any laws, rules and regulations, some of which may not exist yet
    or are subject to interpretation and may be subject to change, could result in a variety of
    adverse consequences, including civil penalties and fines. New or changing laws and
    regulations or interpretations of existing laws and regulations would likely have numerous
    material adverse consequences on the Company and the Tokens. Therefore, there can be no
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   assurance that any new or continuing regulatory scrutiny or initiatives will not have a material
   adverse impact on the value of the Tokens or impede the activities of the Company.
ee. Use of Proceeds. Management expects to use the net proceeds from this offering to advance
    further the development of the Tokens and, directly or indirectly, the Platform, and for working
    capital and other general corporate purposes. Management may also use a portion of the net
    proceeds to acquire, license and invest in complementary products, technologies or
    businesses; however, the Company currently has no agreements or commitments to complete
    any such transaction. However, management will have broad discretion over the use of
    proceeds from the SAFTs, and could spend the proceeds from the SAFT offering in ways with
    which investors may not agree with or that do not yield a favourable return, if at all. If
    management does not invest or apply the proceeds of this offering in ways that benefit the
    Tokens, the future value and utility of investors’ Tokens may be adversely affected.
ff. Representation by legal counsel: Travers Thorp Alberga (as to matters of British Virgin Islands
    law), Ketsal PLLC (as to matters of U.S. law), and external Indian legal counsel to the
    Company (as to matters of Indian law), each currently represents the Company in connection
    with the SAFT offering. None of Travers Thorp Alberga, Ketsal PLLC, nor external Indian legal
    counsel to the Company represents any current or prospective investors with respect to an
    investment in a SAFT or the Tokens. No separate counsel has been engaged by the Company
    to represent any current or prospective investors with respect to an investment in a SAFT or
    the Tokens. Travers Thorp Alberga, Ketsal PLLC and external Indian legal counsel to the
    Company may be removed as counsel by the Company at any time without the consent of, or
    notice to, investors. In addition, Travers Thorp Alberga, Ketsal PLLC, and external Indian legal
    counsel to the Company does not undertake on behalf of or for the benefit of investors to
    monitor the compliance of the Company with applicable laws.
gg. The Company has the exclusive right, in its sole and absolute discretion, to address and
    remediate any of the operational, legal or regulatory risks presented as of the date hereof or
    hereafter. In the exercise of such rights, it is possible that the Company may determine that
    the continued development of the Platform is not feasible. Accordingly, there is a material risk
    that the Company and its affiliates may not successfully continue to develop, market and
    operate the Platform and the Tokens.
hh. Unanticipated Risks: Cryptographic tokens are a relatively new and comparatively untested
    technology. In addition to the risks discussed herein, there are risks that the Company cannot
    anticipate. Further risks may materialize as unanticipated combinations or variations of the
    discussed risks or the emergence of new risks.
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