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SAFT - Chingari

This document is a Simple Agreement for Future Tokens (SAFT) between Chingari Holdings Ltd. and a purchaser, outlining the terms for purchasing GARI Tokens. It highlights that the agreement has not been registered under securities laws, and includes details on token lock-up periods, purchase amounts, and the implications of changing regulations. The document also specifies the rights and limitations of the tokens, emphasizing that they do not confer ownership rights or revenue shares.

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Divyanshi Sharma
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0% found this document useful (0 votes)
46 views37 pages

SAFT - Chingari

This document is a Simple Agreement for Future Tokens (SAFT) between Chingari Holdings Ltd. and a purchaser, outlining the terms for purchasing GARI Tokens. It highlights that the agreement has not been registered under securities laws, and includes details on token lock-up periods, purchase amounts, and the implications of changing regulations. The document also specifies the rights and limitations of the tokens, emphasizing that they do not confer ownership rights or revenue shares.

Uploaded by

Divyanshi Sharma
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
You are on page 1/ 37

THIS SIMPLE AGREEMENT FOR FUTURE TOKENS HAS NOT BEEN REGISTERED UNDER THE

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.

SIMPLE AGREEMENT FOR FUTURE TOKENS

OF

CHINGARI HOLDINGS LTD.

a British Virgin Islands business company with limited liability

Name of Purchaser: [INSERT NAME]

Email Address of Purchaser: [INSERT EMAIL]

Date of this Agreement: [INSERT DATE OF AGREEMENT]

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 Transaction ID (TXID): [INSERT PURCHASER’S TXID]


(TXID of the funds sent to the Company by the Purchaser
(if available)))

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 Amount: [INSERT TOTAL PURCHASE PRICE (IN FIAT OR CRYPTO)]

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.

Purchased Tokens: [INSERT TOTAL NUMBER OF TOKENS BEING PURCHASED]


(Purchase Amount divided by the Purchase Price Per
Token)
Nominated Wallet Address: [THE WALLET ADDRESS ASSIGNED FOR THE APPLICABLE
(for receipt by the Company of the Purchase Amount from BITPAY INVOICE UPON PAYMENT INITIATION]
the Purchaser)

Prior to the expiration of the one-year period following GARI Token


Lock-Up:
delivery, the Purchaser will not offer, sell, pledge, or otherwise
(see also the “Restricted Period” described in Annexure 1 transfer the SAFT or GARI Tokens, unless in compliance with
below) securities laws, including, where applicable, Securities Act Rule 144.

In addition to the Restricted Period, GARI Tokens purchased


pursuant to:

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

• Option A2 will be locked-up and non-transferable by the


Purchaser for a period of 365 days from the Token Integration Event.

All Lock-Up Restrictions will be enforced by smart contract.

Page 2 of 37
THIS SIMPLE AGREEMENT FOR FUTURE TOKENS (the “Agreement”) is entered into as of the
date hereof between:

a. the undersigned purchaser (the “Purchaser”); and

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:

1. Definitions and Interpretation

“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

Page 3 of 37
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.

Page 4 of 37
In this Agreement, a reference to:

a. a currency includes a reference to a cryptocurrency;

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

c. a statutory provision includes a reference to:

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.

2. Purpose and Allocation of Tokens

The Purchaser acknowledges and agrees that:

(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;

(d) the allocation of Tokens by the Company to the Purchaser:

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

Page 5 of 37
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

(g) WITH RESPECT TO THE INFORMATION MATERIALS, THE PLATFORM, THIS


AGREEMENT AND THE TOKENS, THE COMPANY SPECIFICALLY DOES NOT
REPRESENT AND WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION
OR WARRANTY, 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.

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

Page 6 of 37
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.

Page 7 of 37
(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.

4. Company Representations and Warranties

The Company hereby represents and warrants to the Purchaser that:

(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

Page 8 of 37
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.

5. Purchaser Representations, Warranties and Covenants and Acknowledgement of Risk


Factors

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.

6. Procedures for Purchase

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

Page 9 of 37
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,

Page 10 of 37
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

Page 11 of 37
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.

(o) This Agreement may be terminated:

i. with the written consent of the parties;

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.

ACCEPTED AND AGREED TO:

CHINGARI HOLDINGS LTD.

By: ________________________________
An Authorized Representative

Email: sumit.g@chingari.io

PURCHASER:

Name of Purchaser: ________________________________

By: ________________________________

Name: ________________________________

Email: ________________________________

Page 14 of 37
EXHIBIT A

PROCEDURE FOR ENTRY INTO THIS AGREEMENT

(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

LIST OF RESTRICTED JURISDICTIONS

● 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.

NOTICE TO RESIDENTS OF THE BRITISH VIRGIN ISLANDS

NO INVITATION IS MADE HEREUNDER TO THE PUBLIC IN THE BRITISH VIRGIN ISLANDS TO


(I) ENTER INTO ANY SAFT WITH THE COMPANY; OR (II) ACQUIRE ANY TOKENS FROM THE
COMPANY. NO SALE OF TOKENS SHALL BE MADE TO THE PUBLIC IN THE BRITISH VIRGIN
ISLANDS.

NOTICE TO RESIDENTS OF ALL OTHER JURISDICTIONS

NO ACTION HAS BEEN TAKEN TO PERMIT THE OFFER, SALE, POSSESSION OR


DISTRIBUTION OF THE SAFT, THE TOKENS OR ANY RELATED DOCUMENTS IN ANY
JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. YOU ARE REQUIRED TO
INFORM YOURSELF ABOUT, AND TO OBSERVE ANY RESTRICTIONS RELATING TO, THE
SAFT, THE TOKENS AND ANY RELATED DOCUMENTS IN YOUR JURISDICTION.

NOTICE TO CITIZENS AND RESIDENTS OF THE UNITED STATES

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.

CERTAIN INCOME TAX CONSIDERATIONS

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.

THE TAX TREATMENT OF THIS AGREEMENT AND THE DISTRIBUTION OF TOKENS IS


UNCERTAIN AND THERE MAY BE ADVERSE TAX CONSEQUENCES FOR THE PURCHASER.
THE ENTRY INTO OF THIS AGREEMENT AND THE PURCHASE OF TOKENS PURSUANT
HERETO MAY RESULT IN ADVERSE TAX CONSEQUENCES TO THE PURCHASER, INCLUDING
WITHHOLDING TAXES, INCOME TAXES AND TAX REPORTING REQUIREMENTS. THE

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

BRITISH VIRGIN PRIVACY NOTICE

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;

(b) the right to access your personal data;

(c) the right to require us to stop direct marketing;

(d) the right to have inaccurate or incomplete personal data corrected;

(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

Purchaser Representations, Warranties and Covenants

The Purchaser hereby represents, warrants and covenants to, and agrees with, each of the
Company Parties that:

(a) the Purchaser is not a Prohibited Person.

(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.

(i) The Purchaser hereby represents that:

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.

(q) THE PURCHASER ACKNOWLEDGES, AGREES AND ASSUMES ALL RISKS


ASSOCIATED WITH THIS AGREEMENT AND THE TOKENS INCLUDING, WITHOUT
LIMITATION, THOSE RISKS DISCLOSED IN ANNEXURE 2 (RISK DISCLOSURES:
CERTAIN RISK FACTORS) TO THIS AGREEMENT.

(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.

(qq) WITH RESPECT TO THE INFORMATION MATERIALS, THE PLATFORM, THIS


AGREEMENT AND THE TOKENS, THE COMPANY SPECIFICALLY DOES NOT
REPRESENT AND WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR
WARRANTY, 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 OR THE
DELIVERY MECHANISM THE FOR TOKENS IS FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS.

THE REPRESENTATIONS AND WARRANTIES OF THE PURCHASER CONTAINED IN THIS


AGREEMENT AND ANY OTHER INSTRUMENT PROVIDED BY THE PURCHASER TO THE
COMPANY IN CONNECTION HEREWITH ARE TRUE, ACCURATE AND NOT MISLEADING AS
OF THE DATE OF THIS AGREEMENT OR SUCH INSTRUMENT, AS RELEVANT, AND SHALL
BE DEEMED TO HAVE REAFFIRMED ON ALL SUCH OTHER DATES AS THE PURCHASER
CONTINUES TO HOLD ANY TOKENS.

Page 28 of 37
ANNEXURE 2

Risk Disclosures: Certain Risk Factors

AN INVESTMENT IN A SAFT INVOLVES A HIGH DEGREE OF RISK. PROSPECTIVE


PURCHASERS SHOULD CONSIDER CAREFULLY THE RISKS DESCRIBED HEREIN,
TOGETHER WITH ALL OF THE OTHER INFORMATION CONTAINED IN THIS AGREEMENT AND
THE INFORMATION MATERIALS BEFORE MAKING AN INVESTMENT DECISION. THE
FOLLOWING RISKS ENTAIL CIRCUMSTANCES UNDER WHICH, THE BUSINESS, FINANCIAL
CONDITION, RESULTS OR OPERATIONS AND PROSPECTS OF THE CHINGARI GROUP
COULD SUFFER. THE FOLLOWING IS NOT AN EXHAUSTIVE LIST AND DOES NOT
NECESSARILY REFLECT THE RELATIVE IMPORTANCE OF THE VARIOUS RISKS FACTORS.

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

Page 29 of 37
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.

BY PARTICIPATING IN ANY ACQUISITION OF TOKENS, YOU EXPRESSLY ACKNOWLEDGE


AND ASSUME ALL RISKS RELATED THERETO INCLUDING (WITHOUT LIMITATION) THE
RISKS SET OUT BELOW.
a. No guarantee that Tokens will be released: The Company is issuing the SAFTs in part to
facilitate the ongoing development of the Tokens. Many factors could influence the success of
the Company in developing the Tokens, some of which are out of the Company’s control, and
there can be no guarantee that the Company will ultimately be successful in deploying and
delivering the Tokens. The Company may change its plans for issuing the Tokens for a variety
of reasons, including a change in business plan, technological challenges, lack of perceived
demand, or other reasons. Finally, if the Company ceases operations, agrees to assign its
assets and liabilities to a third party for the benefit of creditors in the case of insolvency, or
engages in a liquidation or winding up, it may never issue the Tokens. If the TIE does not occur
or for other reasons the Company does not issue the Tokens as planned, investors will not
receive some or all of their Tokens. The Company has sole discretion to determine when, or
if, the TIE occurs.

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”

Page 31 of 37
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

Page 33 of 37
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,

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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.

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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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