Token Sale Agreement

IMPORTANT INFORMATION: PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY. YOU MAY LOSE ALL AMOUNTS PAID FOR THE RUNS TOKENS (AS DEFINED BELOW) AND THE RUNS TOKENS MAY HAVE NO VALUE. NOTWITHSTANDING ANYTHING STATED (INCLUDING ANY NOTICES, POSTS, AND COMMUNICATIONS OF ANY NATURE) BY THE COMPANY (OR ITS REPRESENTATIVES, AGENTS, OR AFFILIATES) BEFORE, DURING OR AFTER ANY EARLY CONTRIBUTION ROUND OR THE TGE (EACH AS DEFINED BELOW), THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT, AND THE SOLE, EXCLUSIVE AND AUTHORITATIVE TERMS WHICH BIND THE COMPANY AND THE TERMS WILL NOT BE ADDED TO OR MODIFIED OTHER THAN IN THE MANNER EXPRESSLY PROVIDED FOR HEREIN. THE COMPANY RESERVES THE RIGHT TO REFUSE OR CANCEL ANY RUNS TOKEN PURCHASE REQUESTS AT ANY TIME IN ITS SOLE AND ABSOLUTE DISCRETION (WITHOUT ANY FURTHER REFERENCE OR NOTICE TO YOU). PURCHASERS WHO PURCHASED RUNS TOKENS EARLIER OR LATER THAN YOU MAY HAVE PURCHASED SUCH TOKENS AT A LOWER PRICE THAN THE PRICE OFFERED TO YOU. THE COMPANY DOES NOT MAKE (WHETHER UNDER THIS AGREEMENT, THE RUNS WHITEPAPER (AS DEFINED BELOW) OR OTHERWISE), AND EXPRESSLY DISCLAIMS, ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY (WHETHER WRITTEN, ORAL OR OTHERWISE) WITH RESPECT TO THE SMART CONTRACT AND THE SMART CONTRACT SYSTEM (EACH AS DEFINED BELOW) AND THE RUNS TOKENS, INCLUDING IN EACH CASE, AND WITHOUT LIMITATION (TO THE FULLEST EXTENT PERMITTED BY LAW), ANY WARRANTIES OR REPRESENTATIONS AS TO THE DESIGN, FUNCTION, PERFORMANCE, SUITABILITY, ADEQUACY, TIMELINESS, LEGALITY, SECURITY, PRIVACY, QUALITY, VALUE, ACCURACY, CAPACITY, OF THE SAME. THE COMPANY SPECIFICALLY DOES NOT REPRESENT OR WARRANT (WHETHER UNDER THIS AGREEMENT, THE RUNS WHITEPAPER OR OTHERWISE), AND EXPRESSLY DISCLAIMS, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY (WHETHER WRITTEN, ORAL OR OTHERWISE), INCLUDING WITHOUT LIMITATION, (TO THE FULLEST EXTENT PERMITTED BY LAW) ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON-INFRINGEMENT, CONFORMITY TO ANY SPECIFICATIONS (OR FUNCTIONALITY), 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 RUNS TOKEN DOES NOT REPRESENT OR QUALIFY AS AN INTEREST IN THE COMPANY (OR ANY OTHER COMPANY OR BUSINESS) AND DOES NOT GRANT ANY EQUITY OR VOTING RIGHTS IN, OR CLAIM AGAINST, THE COMPANY (OR ANY OTHER COMPANY OR BUSINESS). FURTHERMORE, THIS AGREEMENT AND THE RUNS TOKENS DO NOT CONSTITUTE, AND ARE NOT CHARACTERISED AS, ANY OF THE REGULATED PRODUCTS (AS DEFINED BELOW), AND THEREFORE YOU WILL NOT BE ABLE TO INVOKE OR AVAIL YOURSELF OF ANY REGULATORY PROTECTION OR REMEDIES APPLICABLE IN RESPECT OF SUCH REGULATED PRODUCTS UNDER THE LAWS AND REGULATIONS OF SINGAPORE . ANY PURCHASE OR SALE OF THE RUNS TOKENS PURSUANT TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE CONFIRMATION OF SUBMISSION OF ANY OFFER, ANY ENTITLEMENT FOR CONSIDERATION TO PURCHASE) MAY ONLY BE MADE IN ACCORDANCE WITH THE TERMS, CONDITIONS AND RESTRICTIONS SET FORTH IN THIS AGREEMENT.

THIS AGREEMENT IS A LEGALLY BINDING DOCUMENT AND CONTAINS IMPORTANT INFORMATION ABOUT YOUR OBLIGATIONS IN RELATION TO THIS EARLY CONTRIBUTION ROUND AND ANY RUNS TOKENS YOU PURCHASE. PLEASE READ IT CAREFULLY, TOGETHER WITH THE RUNS WHITEPAPER, AND SEEK INDEPENDENT ADVICE (WHETHER IN RELATION TO LEGAL, FINANCIAL, TECHNICAL, TAX OR ANY OTHER MATTERS) IF NECESSARY.

YOU SHOULD BE AWARE THAT THE PURCHASE OF RUNS TOKENS INVOLVES CONSIDERABLE RISK. YOUR ATTENTION IS SPECIFICALLY DRAWN TO THE RISKS THAT ARE DESCRIBED IN THE Risk FACTORS SET OUT IN SCHEDULE 1 OF THIS AGREEMENT, WHICH IS REPRODUCED IN THE "Risk Summary" section OF THE RUNS WHITEPAPER. PLEASE READ THIS AGREEMENT AND THE RUNS WHITEPAPER CAREFULLY AND IN THEIR ENTIRETY.

PLEASE ALSO ENSURE THAT YOU HAVE CAREFULLY REVIEWED AND UNDERSTOOD THE FUNCTIONALITY AND LIMITATIONS OF THE SMART CONTRACT AND THE SMART CONTRACT SYSTEM. YOU ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT, AND THE SOLE, EXCLUSIVE AND AUTHORITATIVE TERMS WHICH BIND THE COMPANY AND HENCE, THIS AGREEMENT WILL APPLY TO THE EXCLUSION OF THE RUNS WHITEPAPER, THE DESIGN OR FUNCTIONING OF THE SMART CONTRACT AND THE SMART CONTRACT SYSTEM TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

THIS NOTICE FORMS A PART OF THE AGREEMENT THAT FOLLOWS AND SHALL BE READ IN CONJUNCTION WITH THE SAME.

AMONG

Runs Capital Pte. Ltd.
as the Company

And

The Applicant

PURCHASE AGREEMENT

TABLE OF CONTENTS

  1. DEFINITIONS AND INTERPRETATION
    1. In this Agreement and in the Schedules, unless the context requires otherwise
    2. In this Agreement, a reference to
    3. Unless the context otherwise requires
    4. The Schedules form part of this Agreement
    5. The headings in this Agreement
    6. Any thing or obligation
  2. PURCHASE of Tokens
    1. Subject to the terms and conditions
    2. The Company may, in its sole and absolute discretion
    3. Not with standing any other provision in this Agreement
    4. The aggregate consideration payable by the Applicant
    5. To the extent that the Applicant
    6. The purpose of the Early Contribution Rounds
    7. The Parties agree that the terms and conditions
  3. COMPLETION
    1. Unless the Company decides in its sole
    2. Following the Company’s receipt of the Consideration
    3. Without prejudice to the generality of Clause
    4. Without prejudice to any other remedies available
  4. LiMITATION OF LIABILITY / NO WARRANTIES BY THE COMPANY
    1. The Company makes no representations or warranties
    2. The Parties further agree as follows
    3. Any liability of the Company under this Agreement
    4. The Parties agree that the conditions
  5. WARRANTIES BY THE APPLICANT
    1. The Applicant represents and warrants
    2. Each of the Applicant Warranties given under this Clause 5
    3. The Applicant acknowledges that as part of the Company
    4. The Applicant expressly acknowledges, understands
    5. The Applicant irrevocably confirms, acknowledges and agrees that
    6. The Applicant irrevocably gives the following confirmations to the Company
  6. INDEMNITY
    1. The Applicant irrevocably undertakes to keep each of the Company
    2. The Applicant irrevocably undertakes
    3. The Applicant irrevocably undertakes to keep the Company
    4. Any liability to any Indemnified Person
    5. The Applicant irrevocably confirms that Clauses 6.1, 6.2 and 6.4
  7. CONFIDENTIALITY
    1. The Applicant undertakes to the Company that it shall
    2. The confidentiality obligation under Clause 7.1 shall not apply to
  8. COSTS
  9. GENERAL
  10. ILLEGALITY
  11. PARTIAL INVALIDITY
  12. COMMUNICATIONS
    1. Each and every communication under this Agreement
    2. A demand, notice, or other communication
    3. Without prejudice to Clause
  13. FURTHER ASSURANCE
  14. ENTIRE AGREEMENT
  15. ASSIGNMENT
  16. VARIATIONS
  17. REMEDIES AND WAIVERS
  18. TIME OF ESSENCE
  19. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
  20. No PARTNERSHIP
  21. No TRUST AND FIDUCIARY RELATIONSHIP
  22. GOVERNING LAW

SCHEDULE 1


THIS PURCHASE AGREEMENT is made

AMONG :

  1. RUNS CAPITAL PTE. LTD. (Company Registration Number: 201805172Z), a company incorporated in Singapore and having its registered office at 80 Robinson Road #02-00 Singapore 068898 (the " Company"); and
  2. (2) the applicant with details as specified on the Sales Application (as defined below) (the "Applicant"),

(collectively, the "Parties" and each, a " Party").

WHEREAS :

  1. It is intended that RUNS Tokens (as defined below) be sold in a proposed smart contract-based token generating event (the " TGE").
  2. Prior to the launch of the TGE, the Company intends to launch one or more early contribution rounds where RUNS Tokens will be sold and allocated (the "Early Contribution Rounds", each an " Early Contribution Round"), in which approved applicants shall receive RUNS Tokens through an early contribution smart contract upon the completion of the TGE.
  3. Subject to Clause 2.3 below, the Early Contribution Period (as defined below) for this Early Contribution Round is scheduled to commence on or around 17 May 2018 when the Company deploys the early contribution smart contract system located on the Ethereum blockchain, and is scheduled to end on or around 30 June 2018. On the Completion Date (as defined below), the Smart Contract System (as defined below) will create and allocate the RUNS Tokens to approved applicants that have paid the purchase price in accordance with Clause 3.1 of this Agreement and who have taken all the necessary steps (whether administrative, operational, technical or otherwise) for the purpose of participating fully and securely in the allocation and sale of RUNS Tokens and such approved applicants will receive RUNS Tokens on the completion of the TGE.
  4. The price per RUNS Token is the Purchase Price (as defined below).
  5. The Applicant has agreed to purchase a certain number of RUNS Tokens to be sold by the Company, and the Company may, in its absolute discretion, allocate and sell up to such number of RUNS Tokens to the Applicant, on the terms and subject to the conditions in this Agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS :

  1. DEFINITIONS AND INTERPRETATION

    1. In this Agreement and in the Schedules, unless the context requires otherwise:

      "Accepted Amount" has the meaning ascribed to it in Clause 2.2;

      "AML/CFT Laws" means any applicable anti-money laundering, countering the financing of terrorism and/or sanctions laws or regulations, including without limitation, the following statutes and regulations:
      1. regulations issued pursuant to Section 2(1) of the United Nations Act (Chapter 339 of Singapore);
      2. Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (Chapter 65A of Singapore); and
      3. Terrorism (Suppression of Financing) Act (Chapter 325 of Singapore);
      4. "Anti-Corruption Laws" means the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977, Prevention of Corruption Act (Chapter 241 of Singapore) and any similar laws or regulations in any jurisdiction relating to bribery, corruption or any similar practices;

        "Applicable Laws" means, with respect to any person, any asset or any matter, any and all applicable treaties, statutes, legislation, laws, regulations, ordinances, directions, guidelines, codes, rules, rulings, judgments, orders, awards, or any form of decisions, determinations or requirements of or made or issued by, any Governmental Agency, including the MAS, with jurisdiction, as amended or modified from time to time, and to which such person, asset or matter is subject;

        "Applicant Warranties" has the meaning ascribed to it in Clause 5 and "Applicant Warranty" means any of them;

        "Business Day" means a day (other than a Saturday, Sunday or gazetted public holiday) on which commercial banks are open for business in Singapore;

        "BTC" means bitcoin, which is the value token of the Bitcoin blockchain;

        "Claim" has the meaning ascribed to it in Clause 4.2;

        "Completion Date" means the date which is the last day of the Early Contribution Period or such other date(s) as the Company may determine in its sole and absolute discretion;

        "Confidential Information" means any information which is proprietary and confidential to the Company or its affiliates, including but not limited to the terms and conditions of this Agreement, information concerning or relating in any way whatsoever to the Company's or its affiliates’ investments, distributorship, franchise or other arrangements, principals, any of the trade secrets or confidential operations, processes or inventions carried on or used by the Company or its affiliates, any information concerning the organisation, business, finances, transactions, investments or affairs of the Company or its affiliates, the Company's or its affiliates’ dealings, secret or confidential information which relates to its business or any of its principals’, clients’ or customers’ transactions or affairs, its technology, designs, documentation, manuals, budgets, financial statements or information, accounts, dealers’ lists, customer lists, marketing studies, drawings, notes, memoranda and the information contained therein, any information therein in respect of trade secrets, technology and technical or other information relating to the development, manufacture, clinical testing, analysis, marketing, sale or supply or proposed development, manufacture, clinical testing, analysis, marketing, sale or supply of any products or services by the Company or its affiliates, and plans for the development or marketing of such products or services and information and material which is either marked confidential or is by its nature intended to be exclusively for the knowledge of the recipient alone;

        "Consideration" has the meaning ascribed to it in Clause 2.4;

        "Constitution" means the constitution of the Company;

        "CTA" means the Commodity Trading Act (Chapter 48A of Singapore) in effect as at the date of this Agreement;

        "Early Contribution Period" means the period commencing on or around 17 May 2018 and ending on or around 30 June 2018, or such other period(s) as the Company may determine in its sole and absolute discretion;

        "Early Contribution Round" has the meaning ascribed to it in Recital (B);

        "ETH" means ether, which is the value token of the Ethereum blockchain;

        "ESG" means Enterprise Singapore;

        "Governmental Agency" means any foreign or Singaporean supranational, national, federal, state, provincial, municipal, supervisory or judicial body or government, governmental or quasi-governmental authority, regulatory or administrative agency (including any stock exchange or securities council), governmental commission, department, board, bureau, agency or instrumentality, court, arbitral body or other tribunal;

        "Indemnified Person" has the meaning ascribed to it in Clause 6.1;

        "MAS" means the Monetary Authority of Singapore;

        "Minimum Sum" has the meaning ascribed to it in Clause 4.2;

        "Offer" has the meaning ascribed to it in Clause 2.1;

        "Order Amount" has the meaning ascribed to it in Clause 2.1;

        "Purchase Date" means the date the Applicant makes the Offer;

        "Purchase Price" means:

      1. the spot Ether equivalent of USD 0.70 on the Purchase Date as determined by the Smart Contract System polling the USD/ETH rate on CoinmarketCap or such other independent source of cryptocurrencies exchange rates selected by the Company in its sole and absolute discretion on the Purchase Date; or
      2. the spot BTC equivalent of USD 0.70 on the Purchase Date as determined by the Smart Contract System polling the USD/BTC rate on CoinmarketCap or such other independent source of cryptocurrencies exchange rates selected by the Company in its sole and absolute discretion on the Purchase Date;
      3. "Regulated Products" means any and all of the following:

      1. "securities" as defined under Sections 2(1) and/or 239(1) of the SFA;
      2. "futures contract" as defined under paragraph (b) of the definition of "futures contract" under Section 2(1) of the SFA;
      3. contracts or arrangements for the purposes of "leveraged foreign exchange trading" as defined under the Section 2(1) of the SFA;
      4. "commodity contract" as defined under Section 2 of the CTA; or
      5. contracts for the purchase or sale of any "commodity" (as defined under Section 2 of the CTA) by way of "spot commodity trading" (as defined under Section 2 of the CTA);
      6. "Representatives" means, in relation to any Party or other entity, its advisers, agents, employees, officers and/or other representatives;

        "RUNS Platform" means the blockchain-based decentralised community commerce platform, as described in the RUNS Whitepaper to be designed and developed by the Company and/or its affiliates, that may be implemented on the Ethereum blockchain or such other blockchain platform by the Company and/or its affiliates, in each case, as the Company may determine in its sole and absolute discretion and includes any wallet developed specifically for use on such platform;

        "RUNS Tokens" means the ERC-20 compliant native tokens of the RUNS Platform to be implemented on the public Ethereum blockchain;

        "RUNS Whitepaper" means the white paper providing a general technical overview of the proposed Early Contribution Round, TGE and the RUNS Platform available at www.Runs.com, as amended, supplemented or replaced from time to time;

        "Sales Application" means the RUNS app that is to be hosted on AWS or elsewhere as may be prescribed by the Company in its sole and absolute discretion, available at www.runs.com;

        "SFA" means the Securities and Futures Act (Chapter 289 of Singapore) in effect as at the date of this Agreement;

        "Smart Contract" means any program code (including any services or functions performed by third parties, or procedures undertaken by users of the same, as part of or in connection with the code) deployed, or procured to be deployed by the Company or any third party in relation to or in connection with any Early Contribution Round, the TGE, and/or the RUNS Tokens;

        "Smart Contract System" means the early contribution smart contract system and the TGE smart contract system located on the Ethereum blockchain or elsewhere and includes the Smart Contract, any platform, system or wallet (including any wallet developed specifically for use on the RUNS Platform) whether controlled, delivered or made accessible by a third party or any third party system or otherwise in connection therewith and includes such other third party system (in each case, designed, hosted, managed, maintained or made accessible by third parties) including such third party systems that the Applicant may interface with;

        "Surviving Clauses" means Clauses 1, 2.2, 2.3, 2.6, 2.7, 3.3, 3.4, 4, 5, 6, 7, 9, 10, 11, 12, 13, 14, 15, 17, 19, 20, 21 and 22;

        "TGE" has the meaning ascribed to it in Recital (A);

        "U.S." means the United States of America;

        "USD" means the lawful currency of the United States of America; and

        "%" or "per cent." means per centum or percentage.

    2. In this Agreement, a reference to:
      1. any statute or statutory provision includes:
        1. that statute or statutory provision as from time to time modified, re-enacted or consolidated, whether before or after the date of this Agreement;
        2. any past statute, statutory provision, subsidiary legislation or regulation (as from time to time modified, re-enacted or consolidated) which such statute or statutory provision has directly or indirectly replaced; and
        3. any subsidiary legislation or regulations made from time to time under that statute or statutory provision,
        4. unless otherwise specified in this Agreement and except to the extent that any such statute or statutory provision modified, re-enacted or consolidated after the date of this Agreement would create or increase the liability of the Company under this Agreement;

      2. "assets" includes present and future properties, revenues and rights of every description;
      3. "this Agreement" includes all amendments, additions, and variations thereto agreed in writing between the Parties;
      4. "person" shall include an individual, corporation, company, partnership, firm, trustee, trust, executor, administrator or other legal personal representative, unincorporated association, joint venture, syndicate or other business enterprise, any governmental, administrative or regulatory authority or agency (notwithstanding that "person" may be sometimes used herein in conjunction with some of such words), and their respective successors, legal personal representatives and assigns, as the case may be, and pronouns shall have a similarly extended meaning;
      5. "subsidiary", "holding company" and " related corporation" shall have the meanings ascribed to them in Sections 5 and 6 respectively of the Companies Act (Chapter 50 of Singapore);
      6. "written" and " in writing" include any means of visible reproduction (including, for the avoidance of doubt, by way of electronic mail); and
      7. "Recitals", "Clauses" and "Schedules" are to the recitals, clauses of, and the schedules to, this Agreement (unless the context otherwise requires).
    3. Unless the context otherwise requires,
      1. words importing the singular shall include the plural and vice versa and words importing a specific gender shall include the other genders (male, female or neuter); and
      2. the use of the words "including" or " including without limitation" followed by one or more examples is intended to be illustrative and shall not be construed restrictively to limit the scope or extent of the description or term in respect of which the examples are provided.
    4. The Schedules form part of this Agreement and have the same force and effect as if expressly set out in the body of this Agreement.
    5. The headings in this Agreement are inserted for convenience only and shall not affect the construction of this Agreement.
    6. Any thing or obligation to be done under this Agreement which is required or falls to be done on a stipulated day, shall be done on the next succeeding Business Day, if the day upon which that thing or obligation is required or falls to be done falls on a day which is not a Business Day.
  2. PURCHASE of Tokens

    1. Subject to the terms and conditions of this Agreement, the Applicant hereby irrevocably offers to purchase (the "Offer") from the Company, the amount of RUNS Tokens as indicated by the Applicant in the Sales Application (the "Order Amount") at the Purchase Price per RUNS Token denominated in BTC or ETH or a combination thereof as selected by the Applicant on the Sales Application on the Purchase Date. Subject at all times to compliance by the Applicant with the terms and the disclaimers stated in this Agreement, the Applicant further undertakes to use its best endeavours and to take all the necessary steps (whether administrative, operational, technical or otherwise) for the purpose of facilitating the allocation and sale of RUNS Tokens to it.
    2. The Company may, in its sole and absolute discretion, accept or reject the Offer, and any acceptance by the Company may be in respect of the entire or part only of the Order Amount. The Company shall notify the Applicant on or before the Completion Date whether the Offer has been accepted or rejected by the Company following receipt of all wholesale investor and anti-money laundering confirmations required by the Company, and if accepted, the number of RUNS Tokens (the " Accepted Amount") the Company has allocated to the Applicant (which shall be an amount equal to or less than the Order Amount). If the maximum number of RUNS Tokens is not fully purchased during the Early Contribution Rounds and/or the TGE, the Company reserves the right to allocate the RUNS Tokens to approved applicants in the sole and absolute discretion of the Company’s board of directors.
    3. Not withs tanding any other provision in this Agreement, the Applicant is aware of, acknowledges and accepts that:
      1. the Company has sole and absolute discretion, at any time and from time to time, to:
        1. partially or fully accept or reject any Offer;
        2. postpone, terminate, cancel and/or adjust in any manner the Early Contribution Period; and/or
        3. postpone or bring forward the Completion Date, or otherwise decide not to proceed with the sale of the RUNS Tokens;
      2. the Applicant may, with respect to the sale and purchase of the RUNS Tokens, receive less than the Order Amount or Accepted Amount of RUNS Tokens, or not receive any RUNS Tokens at all (whether this is due to the Applicant’s or Company’s acts and/or omissions, technical issues, glitches, or system or network overloads arising from or in connection with the Smart Contract System, the Ethereum blockchain, or any other blockchain or platform, or otherwise); and
      3. under no circumstances shall the Company or any of its Representatives and affiliates be responsible or liable for any loss, costs, expenses, damages or liability sustained or incurred by the Applicant or any of its Representatives and affiliates in connection with, or arising from, any of the Company's decisions under Clause 2.3(a) above or any of the occurrences described under Clause 2.3(b) above.
    4. The aggregate consideration payable by the Applicant to the Company on the Purchase Date shall be the amount of BTC, ETH or a combination thereof (as the case may be) determined by multiplying the Purchase Price denominated in BTC and/or ETH as selected by the Applicant on the Sales Application with the Order Amount of RUNS Tokens (the " Consideration").
    5. To the extent that the Applicant is not allocated all or any part of the Order Amount of RUNS Tokens by the Company on the Completion Date, the BTC, ETH or any combination thereof paid on the Purchase Date in accordance with this Agreement by the Applicant in respect of the Offer representing such amount of unallocated RUN Tokens will be refunded to the Applicant in full after the Completion Date.
    6. The purpose of the Early Contribution Rounds is to finance the development, operations and deployment of the RUNS Platform and associated services. The Applicant hereby acknowledges and agrees to the following, and further agrees that the Company shall have no liability of any kind to the Applicant or any third party in relation to any eventuality arising from or in connection with the following:
      1. while the Company is procuring the development of the RUNS Platform, there is no assurance that the RUNS Platform will be designed, executed, realised, produced, made operational or completed in the manner described in the RUNS Whitepaper (or at all) and if the RUNS Platform is completed, there is no assurance as to the continued operation and functionality of the RUNS Platform (including in respect of any smart contract system and smart contract), and, additionally, nothing in this Agreement (or the sale, allocation, holding or procurement of any RUNS Tokens or entitlement thereto, or any participation in any Early Contribution Round or the TGE) shall create any binding right or expectation for the Applicant, or any obligation or liability on the Company, in respect of the same;
      2. in some jurisdictions, the availability to users of any applications or functionalities in the RUNS Platform and any services, features or products, if developed as described in the RUNS Whitepaper (or with variations as may be), may be regulated by Applicable Laws and by the actions of governmental authorities including regulators (including but not limited to any licensing, regulatory or tax requirements, financial services, e-commerce, online content and activities, cybersecurity, data privacy or data protection laws or regulations), and hence not all such services, features or products, or the intended/potential uses of the RUNS Platform, if developed as described in the RUNS Whitepaper (or with variations as may be), may be made available to or realised for users in a particular jurisdiction, or, if made available, may be subject to additional modifications, requirements, limitations, restrictions, terms or other conditions; and
      3. (to the extent that the RUNS Platform is required to interface or work with any third party e-commerce service, product or technology) the occurrence of any event or matter which adversely impacts the inter-operability of the RUNS Platform with such third party e-commerce service, product or technology, or the availability, compatibility, value, usefulness (or utility), legality, validity, acceptability or suitability of such third party e-commerce service, product or technology in connection with the features and functions RUNS Platform, or the acceptability or applicability of any additional terms or conditions of such third party e-commerce service, product or technology.
    7. The Parties agree that the terms and conditions, policies, or other terms relating to the use and operation of the RUNS Platform (and any services or products supplied by the same, if completed and made operational) are to be governed under separate agreements, may be entered into with third parties (including, without limitation third party terms and conditions in connection with third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with), and may be subject to separate regulations, and the entry into and execution of this Agreement, and the participation in any Early Contribution Round or the TGE shall not be deemed to create any rights or obligations as to the use or enjoyment of the RUNS Platform (including any third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with) which, if delivered, may be subject to such further other terms and conditions, policies or regulations.
  3. COMPLETION
    1. Unless the Company decides in its sole and absolute discretion not to proceed with the sale of the RUNS Tokens, the Applicant shall deliver the payment of the Consideration to the Company on the Purchase Date to the wallet or account address provided by the Company in the Sales Application.
    2. Following the Company’s receipt of the Consideration on the Purchase Date, and provided that the Company has not exercised any of its discretions under Clause 2.3(a) and no event under Clause 2.3(b) has occured, the Company shall, as soon as practicable on or after the completion day of the TGE (which may or may not occur and if it occurs, may or may not complete), issue, or procure the issuance of, the Accepted Amount of RUNS Tokens to the wallet address specified by the Applicant in the Sales Application.
    3. Without prejudice to the generality of Clause 5.5(b), in the event that the TGE has not commenced within twelve (12) months of the end of the Early Contribution Period, the Company intends (but does not promise and is not obligated) to refund the Applicant the ETH, BTC or combination thereof contributed by it in respect of the Offer to the wallet address in accordance with Clause 3.2. If any such amount is payable, it will not be subject to interest, and the Applicant shall not have any claim against the Company for losses, liabilities, expenses, costs, damages, compensation or otherwise.
    4. Without prejudice to any other remedies available, if in any respect the provisions of this Clause 3 are not complied with by the Applicant, the Company may terminate this Agreement, save for the Surviving Clauses, and the Applicant shall not have any claim against the Company for losses, liabilities, expenses, costs, damages, compensation or otherwise. Such termination shall be without prejudice to any rights or remedies that the Company may have against the Applicant (whether under this Agreement, law or otherwise) for any antecedent breaches by the Applicant of this Agreement prior to termination.
  4. LiMITATION OF LIABILITY / NO WARRANTIES BY THE COMPANY

    1. The Company makes no representations or warranties, express or implied (whether written, oral or otherwise) to the Applicant. The Applicant acknowledges that it has not relied on or been induced by any warranties or representations made by the Company, its Representatives and/or its affiliates to enter into this Agreement.
    2. The Parties further agree as follows:
      1. No liability shall in any event arise in respect of any claim for breach by the Company of this Agreement ("Claim") unless the amount of that Claim (together with the aggregate amount of any other Claims) shall exceed a total sum equivalent to 35% of the Consideration (the "Minimum Sum"). For the purposes of such aggregation, individual Claims below 10% of the Consideration shall not be taken into consideration, but a number of Claims arising out of the same breach, fact, event or occurrence may be aggregated and form an individual Claim.
      2. The aggregate liability in respect of all Claims shall not exceed an amount equivalent to the Consideration.
      3. If the Applicant wishes to make a Claim against the Company, it shall serve a notice of claim on the Company, specifying in reasonable detail the basis of the claim and the evidence on which it relies and, if reasonably practicable, an estimate of the amount of losses which are, or are to be, the subject of the claim (including any losses which are contingent on the occurrence of any future event). Any Claim notified to the Company shall, (if it has not been previously satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn one (1) month after the notice is given pursuant to this Clause 4.2(c), unless legal proceedings in respect of it have been commenced by being both issued and served.
      4. Notwithstanding any provision in this Agreement, no Claim shall be brought by the Applicant against the Company unless a written notice of any such Claim is given to the Company on or prior to the date falling three (3) months from the date of this Agreement.
      5. The Company shall not be liable under this Agreement, the RUNS Whitepaper, the Smart Contract System and the Smart Contract (whether under this Agreement, under law or otherwise) in respect of any matter to the extent that the same would not have occurred but for the passing of, or any change in, after the date of this Agreement, any law, rule, regulation or administrative practice of any government, governmental department, agency or regulatory body not actually (or prospectively) in effect at the date of this Agreement.
      6. The Company shall not be liable for any features, functionalities, characteristics and operations of the RUNS Platform (or for the delivery and completion of the RUNS Platform, or any failure to do so) or that of any third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with, the Smart Contract and/or the Smart Contract System (as the case may be) if and when the RUNS Platform, the Smart Contract and/or the Smart Contract System (as the case may be) is deployed, the mechanics of the RUNS Platform or that of any third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with, any RUNS Tokens sale, or their subsequent use.
      7. Without prejudice to the generality of Clause 4.2(f) above, the Company shall not be liable for any inconsistency between the features, functionalities, messaging, design, characteristics and operations of the RUNS Platform, the Smart Contract and/or the Smart Contract System, any Early Contribution Round, the TGE, the RUNS Tokens, the mechanics of the RUNS Platform (including in respect of any interface with third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with), and the RUNS Tokens sale or their subsequent use (as the case may be) if and when the RUNS Platform, the Smart Contract and/or the Smart Contract System (as the case may be) is deployed and any description (including claims or instructions) of the features, functionalities, messaging, design, characteristics and operations of the RUNS Platform, the Smart Contract and/or the Smart Contract System, any Early Contribution Round, the TGE, the RUNS Tokens, the mechanics of the RUNS Platform (including in respect of any interface with third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with) and the RUNS Tokens sale or their subsequent use (as the case may be) in this Agreement, the RUNS Whitepaper or elsewhere.
      8. The Applicant shall take all reasonable steps and provide all reasonable assistance to the Company or any of the Company’s Representatives, to avoid or mitigate any losses which it may suffer in consequence of breach of this Agreement by the Company.
      9. The Applicant assumes the risk of the use of the Smart Contract, the Smart Contract System and/or the RUNS Platform (including in respect of any third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with), and the Company shall not be liable in any way for the Applicant’s use of the same.
      10. The Applicant assumes sole and exclusive responsibility for undertaking appropriate safeguards against cybersecurity threats, including but not limited to, conducting due diligence of any cybersecurity vulnerability or risks in connection with the use of the Smart Contract, the Smart Contract System and/or the RUNS Platform (and any third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with), and undertaking best practices in relation thereto. The Company assumes no liability and fully excludes liability for any loss or damage arising from any cybersecurity incident including hacking and the theft of cryptocurrencies and digital tokens.
      11. The Applicant gives its consent (and has procured the consent of any relevant data subjects) in respect of any personal data it discloses during the course of the application and/or in connection with any Early Contribution Round, the TGE, the Smart Contract, the Smart Contract System, the RUNS Platform, and/or this Agreement.
      12. The Company shall not have any liability in respect of any matter relating to confirmations of transactions and execution of smart contracts on the Ethereum network or any other issues arising from or in connection with the Ethereum network or any other network or platform (whether administered by the Company or otherwise), network slowdowns, transaction failures, and/or transaction confirmation delays or errors. The Applicant acknowledges and agrees that the conduct of electronic transactions, the use of the Internet, the disclosure of any information or instructions through the Internet, and/or the transmission of data, is subject to factors and risks beyond the Company’s control and the Company assumes no liability in relation to such factors and risks.
      13. The Company shall not have any liability in respect of any inability, failure or delays on the part of the Applicant to submit an Offer in time for any reason whatsoever (including for reasons due to the Applicant’s own acts and/or omissions, and/or any technical issues, glitches, or system or network overloads arising from or in connection with the Ethereum network, any other platform or otherwise).
      14. Prior to an Early Contribution Round or the TGE (as the case may be), during an Early Contribution Round or the TGE (as the case may be) and after an Early Contribution Round or the TGE (as the case may be), the Company, the Company’s Representatives and/or the Company’s affiliates may provide statements, information, demos, guides, advice, instructions or comments which relate to an Early Contribution Round and/or the TGE and the applications. The Applicant acknowledges and agrees that it shall place no reliance on the same, and that the same shall not be taken to be a term of this Agreement, or a variation or modification of the same, or a waiver of any right of the Company under this Agreement.
      15. The Company shall not have any liability in respect of any claim by the Applicant (whether under this Agreement, under law or otherwise) for any loss of business or profits, or in connection with any incidential, indirect, consequential or special loss or any punitive or aggravated damages, arising out of or in connection with any matter or circumstances giving rise to a claim (whether under this Agreement, under law or otherwise).
      16. The Company shall not be liable (whether under this Agreement, under law or otherwise) in respect of any claim if the relevant facts, matters or circumstances giving rise to the claim were disclosed in or pursuant to this Agreement, the RUNS Whitepaper, the Smart Contract, the Smart Contract System and/or the RUNS Platform (and third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with), or were actually or constructively known by the Applicant and/or (if applicable) the Applicant’s directors, employees or officers involved in the purchase of the RUNS Tokens or the negotiation of this Agreement, prior to the execution of this Agreement. For the avoidance of doubt, the Applicant acknowledges and confirms that it has reviewed, and is fully aware of, all the risk factors contained in Schedule 1 of this Agreement, which is reproduced in the "Risk Summary" section of the RUNS Whitepaper.
    3. Any liability of the Company under this Agreement is subject strictly to the matters which are disclosed in, or pursuant to, this Agreement, and nothing in the RUNS Whitepaper, the Smart Contract, the Smart Contract System and/or the RUNS Platform (including any third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with), and any and all matters that are publicly available, shall be deemed to create any right or entitlement for the Applicant nor impose any liability or obligation on the Company in respect of the same, save further that no claim shall be made against the Company in respect of which relevant matters have been disclosed in the foregoing.
    4. The Parties agree that the conditions implied by Sections 13 to 15 of the Sale of Goods Act (Chapter 393 of Singapore) are expressly excluded.
  5. WARRANTIES BY THE APPLICANT

    1. The Applicant represents and warrants to the Company that as at the date of this Agreement, as at the Completion Date and by reference to the circumstances then existing at all times during the continuance of this Agreement (with the intent that the provisions of this Clause 5 shall continue to have full force and effect notwithstanding the occurrence of the Completion Date):
      1. (if it is a corporation) it is duly incorporated and validly existing under the laws of its place of incorporation, it has all requisite power and authority (corporate and otherwise) to own its properties and assets and carry on its business as now being conducted;
      2. (if it is an individual) it is over 18 years of age and has the mental capacity to understand its legal obligations and the risks which arise in relation to the RUNS Tokens and this Early Contribution Round, and to be legally bound by this Agreement;
      3. it has full power and authority to execute and deliver this Agreement, and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby and that this Agreement, and all such other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby constitute its valid and legally binding obligations, enforceable against it in accordance with their respective terms and the execution and delivery of, and the performance by it of its obligations under, this Agreement shall not:
        1. (if it is a corporation) result in a breach of its constitution (if applicable) (or the equivalent constitutive documents, if applicable);
        2. infringe, or constitute a default under, any instrument, contract, document or agreement to which it is a party or by which it or its assets are bound; and/or
        3. result in a breach of any law, rule, regulation, ordinance, order, judgment or decree of or undertaking to any court, government body, statutory authority or regulatory, administrative or supervisory body (including without limitation, any relevant stock exchange or securities council) to which it is a party or by which it or its assets are bound, whether in Singapore or elsewhere;
      4. no consent, authorisation, licence, permit, registration or approval of, or exemption or other action by, any governmental or public body, commission or authority is required in connection with the execution, delivery and performance by it of this Agreement;
        1. it is neither insolvent nor unable to pay its debts and has not admitted inability to pay its debts;
        2. it is not deemed to or declared to be unable to pay its debts under any Applicable Law; and
        3. it has not suspended or threatened to suspend making payments on any of its debts, including its future and prospective debts;
      5. the value of its assets is not less than its liabilities (taking into account contingent and prospective liabilities);
      6. (if it is a corporation) no application or order has been made or resolution passed in respect of the winding-up, judicial management or administration of it, nor so far as it is aware are there any circumstance in which any person would be entitled to have it wound-up or placed in judicial management or administration;
      7. no person has appointed or threatened to appoint or become entitled to appoint a receiver or receiver and manager or other similar officer over its business or assets or any part of them;
      8. it has not failed to comply with or pay any sum due from it under any final judgment or any final order made or given by a court of competent jurisdiction;
      9. it has complied and is complying with all Applicable Laws or statutes, rules, regulations, orders or decrees promulgated by any government department, agency or instrumentality thereof relating to the ownership and operation of its properties and business (including, without limitation, all AML/CFT Laws and Anti-Corruption Laws); there are no such laws, statutes, rules, regulations, orders or decrees outstanding which require extraordinary actions or expenditures by or on behalf of the Applicant other than those required of natural persons or corporations, as the case may be, of like character, business and/or location; the Applicant has not received any notice of violation or alleged violation of any such law, statute, rule, regulation, order or decree; and all filings, licences, permits, approvals, applications and authorisations required by law in connection with the operations of the Applicant, if applicable, have been made or obtained and are in full force and effect, and no revocation or material limitation of any thereof is pending or threatened;
      10. the Consideration is not for the purposes of committing any tax crimes designated as money laundering predicate offences, the direct or indirect proceeds of drug trafficking or other criminal activity and are not derived from activities that would violate AML/CFT Laws and neither the Applicant nor any person directly or indirectly controlling, controlled by or under common control with the Applicant is a person identified as a terrorist organisation on any relevant lists maintained by governmental authorities;
      11. it is not a citizen or a resident of U.S., New Zealand, Singapore, Canada, Republic of Korea or of the People’s Republic of China, nor of any country in which the sale, acquisition, holding or trading of RUNS Tokens, any digital tokens and/or cryptocurrencies or where any Early Contribution Round, the TGE, any token pre-sale, token generation event or initial coin offering (howsoever described) is not permitted by law, nor is it located in a geographic area that is subject to the laws of those countries;
      12. it is aware of the requirements of any applicable U.S. federal, state or non-U.S. anti-money laundering laws and regulations and the Applicant, if not a natural person, has anti-money laundering policies and procedures in place reasonably designed to verify the identity of its beneficial owners and their sources of funds;
      13. (if it is not a natural person) it has conducted its businesses in compliance with Anti-Corruption Laws and has instituted and maintains as at the date of this Agreement policies and procedures designed to promote and achieve compliance with such laws;
      14. the funds including any fiat, virtual currency or cryptocurrency being used to acquire the RUNS Tokens are the funds of the Applicant and not of any other person or entity, and such funds have not been obtained from any activity that is or would be illegal under any Applicable Laws including but not limited to money laundering or terrorist financing and the Applicant will not use any RUNS Tokens to finance, engage in or otherwise support any unlawful activities;
      15. all payments by the Applicant under this Agreement will be made only in the Applicant’s name, from a digital wallet or bank account not located in a country or territory that has been designated as a "non-cooperative country or territory" by the Financial Action Task Force, and is not a "foreign shell bank" within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time;
      16. it is not an individual or entity (as applicable) listed on nor is it directly or, indirectly affiliated with, a country, territory, individual or entity named on any sanctions lists promulgated by:
        1. the United Nations Security Council;
        2. the U.S. (including the U.S. Department of Treasury's Office of Foreign Assets Control);
        3. the United Kingdom (including Her Majesty’s Treasury);
        4. the European Union;
        5. the MAS or any other relevant Singapore government agencies; or
        6. any competent authority or international organisation whose activities or functions include the prevention of money-laundering or combating terrorism;
      17. without prejudice to the generality of Clause 5.1(q) above, neither it nor any of its beneficial owners is a "Politically Exposed Person" as defined by the Financial Action Task Force, nor a person on the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, the US Department of State’s Debarred Parties List, the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions or the Swiss SECO’s Overall List of Sanctioned Individuals, Entities and Organizations;
      18. it is not acquiring the RUNS Tokens as an agent or otherwise for or on behalf of any person or entity not disclosed herein;
      19. it, or its agent, is acquiring the RUNS Tokens solely for the Applicant’s own beneficial account as set forth herein, and not with a view to, or for resale in connection with, any distribution thereof, except for any resale or permitted transfer which is not in breach of any Applicable Laws, rules and regulations to which the Company and the Applicant are subject to;
      20. it has reviewed and fully understands (i) the contents of the RUNS Whitepaper in its entirety, including, without limitation, the features, functionalities, characteristics and operations of the RUNS Platform (including any third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with) and/or the RUNS Tokens as described therein, and (ii) (where published) the separate legal terms and conditions (including any policies) relating to the use (and where not published, it has understood that there are such legal terms and conditions and policies are separate), and the risks associated with, the RUNS Platform (including any third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with) and/or the RUNS Tokens as described in the RUNS Whitepaper, and it has reviewed and fully understands all other information that is necessary or advisable to have been reviewed before making a decision to acquire the RUNS Tokens;
      21. it has reviewed and fully understands the risks of conducting financial transactions over the Internet, disclosing or using sensitive information (including authentication credentials and/or financial data) whether through encrypted or unencrypted channels, and has undertaken all best practices in respect of the same;
      22. it has a sophisticated, comprehensive and deep understanding of the features, functionalities, characteristics, usage, storage, transmission mechanisms, operations and other intricacies associated with cryptographic tokens, like BTC, ETH, and other cryptographic tokens based, for instance, on the Ethereum ERC-20;
      23. it has reviewed and carefully considered the risk factors contained in Schedule 1 of this Agreement;
      24. it fully understands the risks of purchasing the RUNS Tokens and is willing and able to bear the risks thereof, including the loss of all amounts paid, loss of the RUNS Tokens, and all liability to the Company, its Representatives and affiliates and others for its acts and omissions, including without limitation those constituting a breach of this Agreement, fraud or wilful misconduct;
      25. it has either alone or together with advisers (if any), obtained sufficient information in order to make an informed decision to purchase the RUNS Tokens and in doing so, it and such advisers (if any) have considered all information and data which it and such advisers (if any) believe to be necessary or advisable in order to reach an informed decision as to the advisability of purchasing the RUNS Tokens;

      (aa) it will not sell, assign, pledge, mortgage, charge or otherwise dispose of or transfer its interest in the RUNS Tokens or any rights or interest thereto except in accordance with the terms set forth in this Agreement;

      (ab) it understands that the tax consequences to the Applicant in respect of its purchase of the RUNS Tokens depend on the Applicant’s particular circumstances and the Applicant (i) has considered such tax consequences and, (ii) to the extent that it deems necessary or required, has consulted and shall consult its own tax advisers in relation to the purchase of the RUNS Tokens;

      (ac) it acknowledges and accepts that:

      1. any payments that are made by the Company to it by virtue of its ownership of the RUNS Tokens will be made after the deduction of any withholding taxes, if so applicable, whether of Singapore or elsewhere and, any goods and services tax under the Goods and Services Tax Act (Chapter 117A of Singapore) at the rate of 7% (or such other rate as required by law) which is chargeable by the Company on the purchase of the RUNS Tokens shall be borne by it in addition to the Purchase Price;
      2. certain persons may be able to purchase or have acquired RUNS Tokens at a price lower than the Purchase Price;
      3. the Company is not licensed or approved by the MAS nor the ESG, and that currently there is no intention for the Company to apply for any financial services licence or regulatory approval under the laws and regulations of Singapore in effect as at the date of this Agreement;
      4. this Agreement and the RUNS Tokens do not constitute, and are not characterised as, any of the Regulated Products, and therefore the Applicant will not be able to invoke or avail itself of any regulatory protection or remedies applicable in respect of such Regulated Products under the laws and regulations of Singapore in effect as at the date of this Agreement, in relation to its entry into this Agreement and purchase, holding or trading of RUNS Tokens;
      5. any information or documentation (including this Agreement and the RUNS Whitepaper) provided to the Applicant by the Company (or any of its affiliates), or anyone acting on their behalf, does not purport to be, and shall not in any way be understood as:

      (A) constituting the provision of any advice or recommendation relating to any Regulated Product nor constituting any financial, business, accounting, legal or tax advice or recommendation;

      (B) an offer to sell or issue, or a solicitation of an offer to purchase or subscribe for any securities or Regulated Product to any retail investor in any jurisdiction; or

      (C) an offer to use or participate in, or a solicitation of an offer to use or participate in, all or any services that are or will be provided, or activities transacted or that will be transacted, as the case may be, on the RUNS Platform (or any other applications and/or platforms built thereon or in connection with the same, whether developed or in-development, including any third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with), whether contemplated in the RUNS Whitepaper or not;

      (ad) it has reviewed its financial condition and commitments (including the legal, tax and other economic considerations involved in respect of the purchase of the RUNS Tokens), alone and together with any advisers, and that, based on such review, it is satisfied that it (i) has adequate means of providing for its financial needs and possible contingencies (including performing all its obligations under this Agreement in respect of the purchase of the RUNS Tokens), (ii) has no present or contemplated future need to dispose of all or any portion of the RUNS Tokens to satisfy any existing or contemplated undertaking, need or indebtedness, (iii) is capable of bearing the economic risk of acquiring and holding the RUNS Tokens for the indefinite future, and (iv) has assets or sources of income which, taken together, are more than sufficient so that it can bear the risk of loss of its entire holdings in the RUNS Tokens;

      (ae) it is legally permitted to transfer ETH, BTC or any combination thereof to the Smart Contract System and participate in this Early Contribution Round in its jurisdiction;

      (af) it is not participating in this Early Contribution Round or acquiring or using RUNS Tokens for any illegal purposes;

      (ag) it is primarily purchasing the RUNS Tokens so as to access the RUNS Platform and related services (including any third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with) and that it agrees and will comply with the policies relating to and the terms of use or access to the RUNS Platform and any such related services (including any third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with) and any updates thereto;

      (ah) it understands that the purchase of the RUNS Tokens involves various risks (including the risk of total loss on the entire Consideration for the RUNS Tokens and other risks as set out in Schedule 1 of this Agreement and reproduced in the RUNS Whitepaper) and it has such knowledge, skill and experience in business, financial and investment matters so that it is capable of evaluating the merits and risks of purchasing the RUNS Tokens; and

      (ai) it shall not sell any RUNS Token whether directly or indirectly to (A) any citizen or a resident of U.S., New Zealand, Singapore, Canada, Republic of Korea or of the People’s Republic of China, (B) any citizen or a resident of any country in which the sale, acquisition, holding or trading of RUNS Tokens, any digital tokens and/or cryptocurrencies or where any Early Contribution Round, the TGE, any token pre-sale, token generation event or initial coin offering (howsoever described) is not permitted by law or (C) any person who is located in a geographic area that is subject to the laws of those countries,

      (collectively, the "Applicant Warranties").

    2. Each of the Applicant Warranties given under this Clause 5:
      1. shall be separate and independent and shall not be limited by anything in this Agreement;
      2. shall not in any respect be extinguished or affected by the occurrence of the Completion Date except by a specific and duly authorised waiver or release in writing by the Company; and
      3. qualified by the expression "to the best of its knowledge" or a reference to the Applicant’s knowledge or other words having similar effect, shall be deemed to include a statement that such knowledge means both the actual knowledge of the Applicant and also such knowledge which the Applicant would have if it had made due and careful enquiry.
    3. The Applicant acknowledges that as part of the Company's responsibility under Singapore AML/CFT Laws and/or to comply with such AML/CFT Laws, the Company may require a detailed verification of certain matters, including but not limited to the Applicant’s and/or the Applicant's beneficial owners’ (if applicable) identity and the source of payment, and undertakes to the Company to promptly provide any and all information, data and/or documentation that the Company may request at any time (including any time before, at or after the Completion Date) for the purpose of the Applicant’s purchase of the RUNS Tokens and the transactions contemplated in this Agreement (including, but not limited to, where applicable, any information that may be required under any law or regulation to enable the Company to satisfy or comply with any Know-Your-Client regulations, AML/CFT Laws and/or the Foreign Account Tax Compliance Act) or to respond to requests for information concerning the identities of the holders of RUNS Tokens or the beneficial owners thereof (if applicable) from any governmental authority, self-regulatory organisation or financial institution in connection with its anti-money laundering compliance procedures.
    4. The Applicant expressly acknowledges, understands and agrees that the Applicant is using the Smart Contract System and the Smart Contract, and purchasing the RUNS Tokens at the Applicant’s sole risk and that the Smart Contract System, the Smart Contract, the RUNS Tokens are each provided, used and acquired on an "AS IS" and on an "AS AVAILABLE" basis without representations, warranties, promises or guarantees whatsoever of any kind by the Company, its Representatives or affiliates, and the Applicant shall rely on its own examination and investigation thereof.
    5. The Applicant irrevocably confirms, acknowledges and agrees that:
      1. it understands that neither the RUNS Whitepaper, the Constitution, nor any other document will be registered with any regulator in any jurisdiction and that no product disclosure statement or other disclosure document under the SFA or any other securities law will be prepared in respect of any Early Contribution Round, the TGE, and that the information provided to the Company in respect of any Early Contribution Round and/or the TGE is not required to, and may not, contain all of the information that a product disclosure statement under Singapore law and under the laws of any other applicable jurisdiction is required to contain;
      2. it has no right or entitlement to any payment (including any distribution, dividend or interest payment) or other financial benefit, nor to the return of the purchase price, as a result of purchasing the RUNS Tokens, and nor is it entitled to redeem its RUNS Tokens, and it has no right to any future revenues of or shares in the Company, any of the Company’s subsidiaries, any holding company of the Company or any other entity;
      3. it understands that prior to the completion of the TGE, any RUNS Tokens allocated to it will not be accessible and will be unavailable for any use whatsoever;
      4. it has no rights in relation to the governance of the Company or decision-making rights in respect of the RUNS Platform (including any third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with) as a result of holding any RUNS Tokens;
      5. it understands that this Agreement and the RUNS Tokens do not represent any ownership right or proprietary interest in any entity or any property (including intellectual property) of any person, including the RUNS Platform, any third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with, the Company, and any right to payment, and that this Agreement and RUNS Tokens do not function as an investment security;
      6. it understands that neither any Early Contribution Round nor the TGE is approved or authorised by any government or regulator in any jurisdiction;
      7. it understands that there is no warranty or assurance that the TGE will take place and that the TGE may not occur, or may be substantially delayed, for a range of reasons, including technical development issues, regulatory change, insufficient funding, a change to the competitive environment or otherwise;
      8. it understands that there is no warranty or assurance that the network of Ethereum miners or miners of any other relevant blockchain network will allocate the RUNS Tokens to the Applicant as is intended by this Agreement;
      9. it will ensure that the wallet or wallet service provider it has specified in the Sales Application pursuant to Clause 3.2 technically supports the RUNS Tokens, and it understands and accepts that its failure to ensure this may result in it not gaining access to any RUNS Tokens allocated to it in this or any Early Contribution Round;
      10. it understands that no secondary market or liquidity is guaranteed in respect of any RUNS Tokens it purchases and that the value of the RUNS Tokens may experience extreme volatility or depreciate in full to zero;
      11. the Company has absolute discretion to determine from independent sources the USD/ETH or as the case may be, USD/BTC rate used to calculate the Consideration, and it has no right to dispute the rate used on any basis;
      12. the Company may require the Applicant to transfer the RUNS Tokens allocated to it to a wallet issued by the RUNS Platform and the Applicant understands that any failure to transfer such RUN Tokens in accordance with the instructions of the Company may result in it being unable to access the RUNS Platform and the Applicant will use its best endeavours and take all the necessary steps (whether administrative, operational, technical or otherwise) for the purpose of making any such transfer if required; and
      13. the use of the RUNS Tokens, and their corresponding utility will be dependent on possible / additional user action or steps that may be required from to time to time as updated in accordance with RUNS Platform sanctioned related messages or communications and the Applicant understands that any failure to take any such user action or steps may result in it being unable to access the RUNS Platform and the Applicant will use its best endeavours and take all the necessary steps (whether administrative, operational, technical or otherwise) for the purpose of taking such user action or steps.
    6. The Applicant irrevocably gives the following confirmations to the Company, its subsidiaries and holding companies (and acknowledges that its confirmations are contractual promises which confer benefits on each of the Company’s holding companies and subsidiaries, and that the provisions of any contracts privity legislation in any jurisdiction, including in Singapore, the Contracts (Rights of Third Parties) Act (Chapter 53B of Singapore), apply to these promises and that each of the Company’s holding companies and subsidiaries has the benefit of them and may enforce them against it directly under that legislation):
      1. it understands that no holding company or subsidiary of the Company is acting in the capacity of financial adviser or fiduciary of any person with regards to any Early Contribution Round, the TGE or any other sale of the RUNS Tokens;
      2. it understands that although the Company and Runs Capital Inc. (with an address of 14 Wall Street #2034, 20th Floor, New York, New York 10005), being the entity responsible for executing the technological services for the sale and allocation of the RUNS Tokens and services to facilitate their use and implementation, are related companies, any arrangement in respect of intellectual property relating to the RUNS Platform between Runs Capital Inc., the Company and/or any of its affiliate is documented on an arm’s length commercial basis;
      3. it understands that the operations and functionalities of the RUNS Platform are subject to separate legal terms and conditions (including any policies, and terms and conditions of any third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with);
      4. neither any holding company or subsidiary of the Company, the Company nor any of their directors, officers, employees, agents, attorneys, associated companies or successors is to be responsible to it for:
        1. any statement, representation or warranty contained in the RUNS Whitepaper Paper or any other document or on any website or other electronic medium, the RUNS Platform, any third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with, any Early Contribution Round, the TGE or the RUNS Tokens;
        2. the value, validity, effectiveness, genuineness, enforceability or sufficiency of any RUNS Token, the RUNS Platform or, any third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with; or
        3. any failure by the Company to perform is obligations under any document;
      5. it understands that neither any holding company or subsidiary of the Company nor the Company has on-going obligations in respect of the RUNS Tokens, the RUNS Platform or any third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with or otherwise, and in particular neither any holding company or subsidiary of the Company nor the Company is required to keep itself informed as to the observance by the Company of its obligations under any document or to investigate whether or not a breach of those terms may have occurred; and
      6. it has made and will continue to make, independently and without reliance on any holding company or subsidiary of the Company, the Company or any other holder or prospective holder of RUNS Tokens, its own due diligence, analysis and decisions in relation to the RUNS Platform, any third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with and the RUNS Tokens.
  6. INDEMNITY

    1. The Applicant irrevocably undertakes to keep each of the Company, each holding company and subsidiary of the Company, their Representatives and affiliates, and any of their associated entities, employees, agents or assigns and affiliates (the "Indemnified Persons", each an "Indemnified Person") fully and effectively indemnified against any and all losses, costs, damages, claims, demands, actions, proceedings, liabilities and expenses whatsoever (including but not limited to all legal costs or attorney’s fees on a full indemnity basis) that any such Indemnified Person may incur or suffer in connection with or arising from any (a) fraud, negligence or misconduct on the part of the Applicant or its Representatives, (b) breach (whether actual or alleged) or inaccuracies of any of the Applicant Warranties, (c) default by the Applicant of any of its obligations under this Agreement and/or (d) secondary market transaction entered into between the Applicant and any person in respect of or in relation to any RUNS Token.
    2. The Applicant irrevocably undertakes to keep each Indemnified Person fully and effectively indemnified against any and all losses, costs, damages, claims, demands, actions, proceedings, liabilities and expenses whatsoever (including but not limited to all legal costs or attorney’s fees on a full indemnity basis) that any such Indemnified Persons may incur or suffer in connection with or arising from any breach by the Applicant of any buying or selling restriction set out in this Agreement.
    3. The Applicant irrevocably undertakes to keep the Company fully and effectively indemnified against any and all losses, costs, damages, claims, demands, actions, proceedings, liabilities and expenses whatsoever (including but not limited to all legal costs or attorney’s fees on a full indemnity basis) that the Company may incur or suffer in connection with or arising from any taxes (other than any net income taxes of the Company that result from the sale of the RUNS Tokens to the Applicant) associated with or arising from the Applicant’s acquisition of the RUNS Tokens hereunder, or the use or ownership of such RUNS Tokens.
    4. Any liability to any Indemnified Person hereunder may in whole or in part be released, compounded or compromised, or time or indulgence may be given, by such Indemnified Person in its absolute discretion without in any way prejudicing or affecting its rights against the Applicant. Any release or waiver or compromise shall be in writing and shall not be deemed to be a release, waiver or compromise of similar conditions in the future.
    5. The Applicant irrevocably confirms that Clauses 6.1, 6.2 and 6.4 confer benefits on each Indemnified Person, that the provisions of any contracts privity legislation in any jurisdiction, including in Singapore, the Contracts (Rights of Third Parties) Act (Chapter 53B of Singapore), apply to Clauses 6.1, 6.2 and 6.4 and that each Indemnified Person that is not the Company has the benefit of them and may enforce them against it directly under that legislation).
  7. CONFIDENTIALITY

    1. The Applicant undertakes to the Company that it shall (and shall procure that its Representatives and where applicable their officers, employees and agents shall):
      1. not, without the prior written consent of the Company, use or disclose to any person Confidential Information it has or acquires; and
      2. make every effort to prevent the use or disclosure of Confidential Information.
    2. The confidentiality obligation under Clause 7.1 shall not apply to:
      1. any information which becomes generally known to the public, other than by reason of any breach of this Agreement by, wilful or negligent act or omission of the Applicant or any of its Representatives;
      2. any information which is required to be disclosed pursuant to any Applicable Laws or any requirement of any competent governmental or statutory authority or pursuant to rules or regulations of any relevant regulatory, administrative or supervisory body (including without limitation, any relevant stock exchange or securities council);
      3. information which is required to be disclosed pursuant to any legal process issued by any court or tribunal whether in Singapore or elsewhere; and
      4. information disclosed by the Applicant to its bankers, financial advisers, consultants and legal or other advisers solely for the purpose of this Agreement.
  8. COSTS

    Each Party shall bear its own legal and other costs and expenses of and incidental to the negotiation, preparation, execution and performance by it of this Agreement and all ancillary documents and the purchase hereby agreed to be made.

  9. GENERAL

    Save as expressly provided herein, any right of termination conferred upon the Company shall be in addition to and without prejudice to all other rights and remedies available to it and no exercise or failure to exercise such a right of termination shall constitute a waiver of any such other right or remedy.

  10. ILLEGALITY

    The illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.

  11. PARTIAL INVALIDITY

    If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

  12. COMMUNICATIONS

    1. Each and every communication under this Agreement shall be in writing in the English language and delivered either by hand, post or electronic mail. Each communication or document to be delivered by a Party shall be sent to that Party at the physical or electronic mailing address (as the case may be) and marked for the attention of the person (if any), from time to time designated by that Party for the purpose of this Agreement. The addresses and electronic mail addresses of the Parties for the purpose of this Agreement are:

      The Company

      Address

      :

      80 Robinson Road #02-00 Singapore 068898

      Electronic Mail Address

      :

      [email protected]

      The Applicant

      Address

      :

      As specified by the Applicant in the Sales Application.

      Attention

      :

      As specified by the Applicant in the Sales Application.

      Electronic Mail Address

      :

      As specified by the Applicant in the Sales Application.

    2. A demand, notice, or other communication made or given by a Party to the other Party in accordance with this Clause 12 shall be effected and deemed to be duly served:
      1. if it is delivered by hand, when left at the address required by this Clause 12;
      2. if it is sent by prepaid post (air-mail, if international), three (3) Business Days after it is posted; or
      3. if it is sent by electronic mail, on the day of despatch.
      4. In proving such service it shall be sufficient to prove that delivery by hand was made, the envelope containing such notice or document was properly addressed and posted as a prepaid mail letter, the electronic mail indicates the transmission was successful, or there was receipt of an electronic confirmation or reply indicating that the electronic transmission was successful.
    3. Without prejudice to Clause 12.2 , if any demand, notice or other communication is received, served or deemed to be received or served on a day that is not a Business Day, such demand, notice or communication shall be deemed to have been received or served on the next succeeding Business Day, provided always that this Clause 12.3 shall not operate to render either Party's rights, remedies or claims under this Agreement time-barred or any demand, notice or other communication being deemed to be served out of time.

  13. FURTHER ASSURANCE

    Each Party shall do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary to give effect to the terms of this Agreement.

  14. ENTIRE AGREEMENT

    This Agreement constitutes the entire agreement and understanding between the Parties relating to the subject matter of this Agreement and no Party has entered into this Agreement in reliance upon any representation, warranty or undertaking of the other Party (whether written, oral or otherwise) which is not set out or referred to in this Agreement. Specifically, no reliance shall be placed by the Applicant on any representation, warranty or any other statement (whether made prior or subsequent to this Agreement and whether made orally, in writing or otherwise, including but not limited to posts on Facebook, Twitter and other social media) unless it is expressly agreed as per Clause 16 (Variations). Nothing in this Clause shall however operate to limit or exclude liability for fraud. For the avoidance of doubt, the RUNS Whitepaper shall not form part of this Agreement.

  15. ASSIGNMENT

    The Applicant shall not (nor shall it purport to) assign, transfer, charge or otherwise deal with all or any of its rights under this Agreement nor grant, declare or dispose of any right or interest in it without the prior written consent of the Company.

  16. VARIATIONS

    Unless expressly agreed, no variation shall constitute a general waiver of any provision of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement which have already accrued up to the date of variation, and the rights and obligations of the Parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so varied. The expression "variation" shall include any amendment, supplement, deletion or replacement however effected.

  17. REMEDIES AND WAIVERS

    No failure on the part of the Company to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof, and any single or partial exercise of any right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided to the Company in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

  18. TIME OF ESSENCE

    Any date, time or period mentioned in any provision of this Agreement may be extended by mutual agreement between the Parties but as regards any time, date or period originally fixed and not extended or any time, date or period so extended as aforesaid, time shall be of the essence.

  19. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT

    Unless expressly provided to the contrary in this Agreement, a person who is not party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act (Chapter 53B of Singapore) to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from the said Act.

  20. No PARTNERSHIP

    Nothing in this Agreement and no action taken by the Applicant or the Company shall constitute, or be deemed to constitute, a partnership, association, joint venture or other cooperative entity between the Applicant and the Company. Nothing in this Agreement and no action taken by the Applicant or the Company shall constitute, or be deemed to constitute, either party to be the agent of the other party for any purpose, and neither party has, pursuant to this Agreement, any authority or power to bind or to contract in the name of the other party.

  21. No TRUST AND FIDUCIARY RELATIONSHIP

    The Parties agree that nothing shall constitute the Company as a trustee or fiduciary of the Applicant, any other person or any purpose in respect of any assets or any matter including but not limited to all or part of any BTC, ETH or any combination thereof contributed by the Applicant or any other person in any Early Contribution Round or the TGE including but not limited to all or part of the BTC, ETH or any combination thereof contributed by the Applicant in this Early Contribution Round and any refunds referred to in this Agreement or elsewhere.

  22. GOVERNING LAW

    1. This Agreement shall be governed by, and construed in accordance with, the laws of Singapore.
    2. The Parties agree that any dispute arising out of or in connection with this Agreement, including any question as to the validity, existence or termination of this Agreement, shall be referred to and finally resolved by arbitration pursuant to the rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause 22.2. The seat of arbitration shall be Singapore and the arbitration shall be conducted fully in the English language. The arbitral tribunal shall consist of one (1) arbitrator to be appointed by the Company in its sole and absolute discretion.

SCHEDULE 1

RISK FACTORS

The Applicant hereby acknowledges and confirms to the Company that it has reviewed, and is fully aware of, all the following risk factors (which do not purport to be exhaustive) that may apply to it as a purchaser or holder of RUNS Tokens, is willing to assume such risks, and has sought relevant professional advice (whether legal, financial, tax, technical, operational or otherwise) prior to making its decision as to whether to purchase RUNS Tokens.

System risk of purchase interface : There can be possible delays, failure or inability to submit an offer to purchase RUNS Tokens in time for a variety of reasons including but not limited to the Applicant's own act or omission, technical and/or operational glitches, system or network overloads arising from or in connection with the Ethereum network, any other platform or otherwise.

No assurance of returns or benefits : There can be no assurance that the Applicant as a party to this Agreement or purchaser or holder of RUNS Tokens will be able to receive a return of its capital or any returns or benefits. The Applicant should therefore only consider entering into this Agreement or purchasing RUNS Tokens if it can afford a total loss on the entire amount paid.

Market risk : The value of cryptocurrencies can go down as well as up. The emergence of a new business model can create opportunities for users and investors, but any young market carries significant risks for all of its participants. Past performance is not a reliable indicator of future performance, and investors may not recover the full amount invested.

Regulatory risk : Regulation of digital tokens (including the RUNS Tokens) and token offerings, cryptocurrencies (including BTC or ETH), blockchain technologies (including the provision of financial services using such technologies), and cryptocurrency exchanges, among other things, are relatively undeveloped and likely to rapidly evolve, and vary significantly among various jurisdictions and are subject to significant uncertainty.

New or changing laws and regulations or interpretations of existing laws and regulations may adversely impact the liquidity and market price of RUNS Tokens, the ability to provide certain services via, or conduct certain activities on, the RUNS Platform (and any third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with), the Applicant's ability to access marketplaces on which to trade RUNS Tokens, the Company’s, any of the Company’s subsidiaries’ any of the Company’s holding companies’, and their affiliates and related corporations' (collectively, the "RUNS Entities") ability to operate as an ongoing concern, and the structure, rights and transferability of RUNS Tokens. The ability of the Applicant to access, use, transfer and exchange its RUNS Tokens may be affected by changes to legislation, regulatory guidance or actions, and judicial decisions in Singapore and in other countries. Therefore, there can be no assurance that any new or continuing regulatory scrutiny or initiatives will not have an adverse impact on the value of RUNS Tokens and otherwise impede the RUNS Entities' activities.

No regulatory protection : The Company is not licensed or approved by the MAS nor the ESG, and currently there is no intention for the Company to apply for any financial services license or regulatory approval under the laws and regulations of Singapore, or any other geographies in which it may do business, in effect as at the date of this Agreement. In addition, this Agreement and the RUNS Tokens do not constitute, and are not characterised as, any of the Regulated Products. Therefore, the Applicant will not be able to invoke or avail itself of any regulatory protection or remedies applicable in respect of such Regulated Products under the laws and regulations of Singapore in effect as at the date of this Agreement, in relation to its entry into this Agreement and purchase, holding or trading of RUNS Tokens.

Legal risk : There is little or no precedent on how existing laws might treat the sale, fungibility, settlement finality, transfer, collateralisation, sequestration, loan, hypothecation, redemption or other disposition of RUNS Tokens. There is also little or no precedent on how existing laws might treat the rights and obligations between and among the Company and the Applicant as a purchaser or holder of RUNS Tokens. The occurrence of any related issue or dispute could have a material adverse effect on the RUNS Platform, the RUNS Entities' businesses and/or the RUNS Tokens. New developments in the laws and regulations may also adversely affect the legal or regulatory treatment of the RUNS Tokens, the RUNS Platform (and any third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with), and/or the RUNS Entities' businesses. The regulatory, tax and policy environment in which the Company operates is evolving and subject to changes in law or interpretations of existing laws, or the promulgation of new laws and regulations. Such changes may adversely affect the Company’s business, financial condition and prospects, to the extent that the Company is unable to comply with such changes in law. Further, there can be no assurance that governments may not implement new regulations which will require the Company to obtain additional approvals and licenses from regulatory bodies or impose new taxes or onerous requirements and conditions on the Company’s operations.

Tax risk : The tax characterisation of RUNS Tokens is uncertain and the Applicant should consult its own tax advisors regarding the tax consequences of its acquisition, holding, trading or disposal of RUNS Tokens. A purchase of RUNS Tokens may result in adverse tax consequences on the Applicant. The Applicant should consult with and must rely upon the advice of its own tax advisors with respect to the tax consequences whether of Singapore or elsewhere of a purchase in RUNS Tokens, and is wholly responsible for understanding and meeting all their tax obligations whether of Singapore or elsewhere in relation to their acquisition, holding, trading or disposal of RUNS Tokens. Any payments that are made by the Company to any RUNS Token holder will be made after the deduction of any withholding taxes, if so applicable, whether of Singapore or elsewhere. If any Singapore goods and services tax at the rate of 7% (or such other rate as required by law) is chargeable on the sale of any RUNS Tokens by the Company, holders that purchase such RUNS Tokens shall bear such Singapore goods and services tax in addition to the Purchase Price.

Company risk : The Company was incorporated on 9 February 2018 and has not commenced operations. The Company is subject to all of the business risks and uncertainties associated with any new business. These new business risks include and are not limited to acquiring and retaining customers and vendors, expansion of the business, inability to accurately forecast demand, cash flows, foreign currency exchange rate fluctuations, inability to enter into favorable contracts, and retaining and hiring key employees.

Related party transaction risk : The Company may in the ordinary course of business enter into transactions with certain related parties. There can also be no assurance that the Company will be able to maintain existing terms, or in case of any future transactions with related parties that such transactions will be on terms favorable to the Company. There can be no assurance that in all such transactions, the Company could not have achieved more favorable terms than the existing ones and would not raise conflicts of interest issues.

Lack of voting and liquidation rights : This Agreement and the RUNS Tokens do not carry any voting, management or control rights or other management or control rights in the Company. Accordingly, the board and shareholders of the Company will control decisions of the Company, including any significant corporate transactions, or the election to liquidate or dissolve the Company. In addition, upon a liquidation, bankruptcy or other dissolution of the Company, the Applicant as party to this Agreement or a purchaser or holder of RUNS Tokens will highly likely not be entitled to liquidation rights or other claims.

Key person risk : Whilst the Company take an active role in managing key man risk through training, systemisation, and succession planning, there is still a risk that the loss of a key team member could cause delays to the development of the RUNS Platform and thus have a detrimental effect on the price of RUNS Tokens.

Technology and Coding risk : Blockchain and smart contract technology is still in an early development stage and its application is of an experimental nature which carries significant operational and technological risks. It is possible that the Smart Contract, the Smart Contract System and/or the RUNS Platform (and any third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with) could contain weaknesses, vulnerabilities or bugs which could cause, inter alia, the complete loss of the Applicant's utility and/or the value of the RUNS Tokens and/or the RUNS Platform by impacting on their operation and functionality. Outside actors may exploit such errors or vulnerabilities for personal gain or the RUNS Tokens and/or the RUNS Platform (and any third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with) may be affected in any event without such action.

RUNS Platform risk : While the RUNS Entities are procuring the development of the RUNS Platform, there is no assurance that the RUNS Platform will be designed or completed in the manner described in the RUNS Whitepaper and if the RUNS Platform is completed, there is no assurance as to the continued operation and functioning of the RUNS Platform, nor of any third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with. There is further no certainty that any third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with would be amenable to collaborating on or through the RUNS Platform in any manner envisaged or at all. The RUNS Platform is subject to change and no representation is given that any function or aspect of the RUNS Platform will continue to be provided or made available at any time. It should be noted that the development of the RUNS Platform, and its evolution in other generations/versions (which may include deviations from what is envisioned in the RUNS Whitepaper) may not be solely determined by the Company, but may be determined by the consensus of users of the RUNS Tokens in accordance with rules (including as to allocation of influence) which are set out (and may be updated) in the RUNS Whitepaper and/or the terms and conditions of use of the RUNS Platform.

Trading/Valuation risk : As a utility token, the inherent value of RUNS Tokens is derived from the successful operation of the RUNS Platform. RUNS Tokens are not pegged to any fiat currency (legal tender backed by a sovereign government) nor any cryptocurrency, and the exchange value from time-to-time given to RUNS Tokens on third-party exchanges may not always reflect the Applicant's intrinsic valuation of the RUNS Tokens. The risk of loss when purchasing or disposing of RUNS Tokens could be substantial and losses may compound quickly (including up to a total loss). As a token built on top of the Ethereum network, the value of RUNS Tokens may be affected by the valuation from time-to-time of ETH against fiat currencies and other cryptocurrencies.

Illiquidity risk : No RUNS Tokens will be sold after the TGE, although the reserve RUNS Tokens are held by the Company and the Company may release such RUNS Tokens over time to the market. Should the Applicant wish to temporarily, permanently or partially exit the RUNS Platform ecosystem, it may be unable to liquidate its position by exchanging RUNS Tokens for fiat currency or cryptocurrency as there may not be a willing buyer for its RUNS Tokens both in terms of price and volume. The Applicant as a holder of RUNS Tokens has no right to redeem or to require the Company or any other RUNS Entity to purchase its RUNS Tokens. Although the Company intends to list the RUNS Tokens on several cryptocurrency exchanges, there can be no assurance that such exchanges will accept the listing of RUNS Tokens or maintain the listing if it is accepted. There can be no assurance that a secondary market will develop or, if a secondary market does develop, that it will provide the Applicant with any liquidity or that it will continue for the life of the RUNS Tokens. There is also no guarantee from any central bank or centralized authority for RUNS Tokens that ensures the Applicant will be able to redeem its RUNS Tokens for fiat currency or cryptocurrency. Furthermore, the digital token market is a new and rapidly developing market which may be subject to substantial and unpredictable disruptions that cause significant volatility in the prices of digital tokens. There is no assurance that the market, if any, for the RUNS Tokens will be free from such disruptions or that any such disruptions may not adversely affect the ability of the Applicant as a holder of RUNS Tokens to sell its RUNS Tokens.

Network risk : RUNS Tokens are ERC-20 compliant tokens built on top of the Ethereum network, a decentralised network containing, among other things, both cryptocurrency and smart contract protocols. None of the RUNS Entities has control over the Ethereum network, including confirmations of transactions and execution of smart contracts on the network. Should the Ethereum network experience temporary or permanent issues, including network slowdowns or transaction confirmation delays, this is likely to affect the ability of the Applicant as a holder of RUNS Tokens to freely use RUNS Tokens within the RUNS Platform (including in connection with third party e-commerce service, product or technology which the RUNS Platform may integrate or interface with) and could impair the usability of the RUNS Platform (including any wallet developed specifically for use on the RUNS Platform).

Cyber security risk : The nature of the RUNS Tokens, the Ethereum network and any blockchain networks in general may lead to an increased risk of fraud or cyberattack and may mean that technological difficulties experienced by the developers and users of the RUNS Platform (including any wallet developed specifically for use on the RUNS Platform) ecosystem could prevent access to or use of the Applicant's RUNS Tokens. For example, it is possible that an unauthorised third party could exploit a coding vulnerability in the RUNS Platform code (including any wallet developed specifically for use on the RUNS Platform) and damage, interrupt or otherwise attack it.

Private key risk : Extreme caution must be taken whenever selecting, storing or transmitting private keys for RUNS Tokens. The Applicant is responsible for the storage of its RUNS Tokens. If another person obtains access to the Applicant's private keys, they can steal its RUNS Tokens or the other cryptocurrencies it uses to purchase RUNS Tokens. Furthermore, if the Applicant loses access to its private keys, neither the RUNS Entities nor any other entity will be able to recover the Applicant's lost RUNS Tokens or cryptocurrency. If the Applicant holds RUNS Tokens on a cryptocurrency exchange, the private keys to those RUNS Tokens are held by that exchange. Should that exchange be hacked or otherwise compromised, the Applicant's RUNS Tokens may be stolen or otherwise become inaccessible.

Wallet risk : Should the Applicant attempt to send RUNS Tokens to a wallet type that does not support RUNS Tokens, its RUNS Tokens may be lost forever.

Broker, dealer or exchange insolvency risk : There is risk that brokers, dealers, exchanges or wallets could become insolvent or otherwise become insecure. There may be practical or timing problems associated with enforcing the rights to assets in the case of an insolvency or security disruption of any such party.

Financial risk : If the solvency of any of the RUNS Entities is impaired, the ongoing viability of the RUNS Platform and the utility and value of the RUNS tokens may be impaired.

General risks :

The growth of the blockchain industry in general, as well as the blockchain networks on which the Company relies, is subject to a high degree of uncertainty. The performance of the RUNS Platform is subject to the following uncertainties, among others:

  1. worldwide growth in the adoption and use of BTC, ETH and other blockchain technologies;
  2. government and quasi-government regulation of BTC, ETH and other blockchain assets and their use, or restrictions on or regulation of access to and operation of blockchain networks or similar systems;
  3. the maintenance and development of the open-source software protocol of the BTC or ETH networks;
  4. changes in consumer demographics and public tastes and preferences;
  5. the availability and popularity of other forms or methods of buying and selling goods and services, or trading assets including new means of using fiat currencies or existing networks;
  6. general economic conditions and the regulatory environment relating to cryptocurrencies and digital tokens;
  7. hacking and theft of cryptocurrencies and digital tokens; and
  8. popularity or acceptance of the BTC or ETH networks and the emergence of new cryptocurrencies, digital tokens and blockchain networks.

The price of BTC, ETH, digital tokens and other blockchain assets are subject to dramatic fluctuations. Several factors may affect price, including, but not limited to:

  1. global blockchain asset supply;
  2. global blockchain asset demand, which can be influenced by the growth of retail merchants’ and commercial businesses’ acceptance of blockchain assets like cryptocurrencies as payment for goods and services, the security of online blockchain asset exchanges and digital wallets that hold blockchain assets, the perception that the use and holding of blockchain assets is safe and secure, and the regulatory restrictions or prohibitions on their use;
  3. investors' expectations with respect to the rate of inflation;
  4. changes in the software, software requirements or hardware requirements underlying a blockchain network;
  5. changes in the rights, obligations, incentives, or rewards for the various participants in a blockchain network;
  6. currency exchange rates, including the rates at which ETH and BTC and other cryptocurrencies or digital tokens may be exchanged for fiat currencies;
  7. fiat currency withdrawal and deposit policies of blockchain asset exchanges and liquidity on such exchanges;
  8. interruptions in service from or failures of major blockchain asset exchanges;
  9. investment and trading activities of large investors, including private and registered funds, that may directly or indirectly invest in blockchain assets;
  10. monetary policies of governments, trade restrictions, currency devaluations and revaluations;
  11. regulatory measures, if any, that affect the use of blockchain assets;
  12. the maintenance and development of the open-source software protocol of the BTC or Ethereum networks;
  13. global or regional political, economic or financial events and situations; and
  14. expectations among blockchain participants that the value of blockchain assets will soon change.

Blockchain networks are based on software protocols that govern the peer-to-peer interactions between computers connected to these networks. The suitability of the networks for the RUNS Entities' businesses or the functionality of the RUNS Token depends upon a variety of factors, including:

  1. the effectiveness of the informal groups of (often uncompensated) developers contributing to the protocols that underlie the networks;
  2. effectiveness of the network validators and the network’s consensus mechanisms to effectively secure the networks against confirmation of invalid transactions;
  3. disputes among the developers or validators of the networks;
  4. changes in the consensus or validation schemes that underlie the networks, including shifts between so-called "proof of work" and "proof of stake" schemes;
  5. the failure of cyber security controls or security breaches of the networks whether on the RUNS Platform or technological assets, or the Applicant's or any third party’s network or devices, and the associated risks of legal action or actions of regulators relating to loss of data, damage to data/devices, threat or compromise to privacy and data protection, and the occurrence of fraud or harm;
  6. the existence of other competing and operational versions of the networks, including without limitation so-called "forked" networks;
  7. the existence of undiscovered technical flaws in the networks;
  8. the development of new or existing hardware or software tools or mechanisms that could negatively impact the functionality of the systems;
  9. the price of blockchain assets associated with the networks;
  10. intellectual property rights-based or other claims against the networks’ participants and risks associated with such legal claims (including but not limited to the risk that the operation of the RUNS Platform is disrupted by such claims including claims for remedies such as injunctions); and
  11. the maturity of the computer software programming languages used in connection with the networks.

The performance and business of the Company depends substantially on the overall global economic conditions. Global economic downturns, coupled with the global financial and credit market disruptions, has had and continue to have an adverse effect on global business. Any slowdown in economic growth in Singapore, and other geographies, could also adversely affect our business, financial condition and results of operations.

Political, economic or other factors that are beyond the Company’s control may have an adverse impact on its business and financial condition. Political instability, resulting from a change in government or in economic and fiscal policies, may adversely affect economic conditions in the geographies in which the Company operates.

Natural disasters in the geographies, including earthquakes, floods, in which the Company operates may disrupt or adversely affect the economy and the business, condition and prospects of the Company.

Civil unrest, acts of violence, terrorist attacks or war in geographies in which the Company operates may adversely affect the financial markets, which may impact the Company’s business, condition and prospects.

Unfavorable developments or characteristics of any of the above circumstances could adversely affect the RUNS Entities' businesses, the RUNS Platform, or the proper functioning of the RUNS Tokens.