TRANSFER RESTRICTIONS

TRANSFER RESTRICTIONS

The issuance and sale of the REMITTANCE Tokens have not been registered under the Securities Act or any other applicable securities laws in any jurisdiction across the world and, unless so registered, the REMITTANCE Tokens may not be offered, sold, pledged, or otherwise transferred within the United States or to or for the account of any U.S. Person, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws.

Each Subscriber of REMITTANCE Tokens will be deemed to represent, warrant, and agree as follows:

• Either it is:
  • an "accredited investor" (as defined in Rule 501 of Regulation D under the Securities Act); or
  • a "Non-U.S. Person" and is acquiring the REMITTANCEToken(s) in an Offshore Transaction (each as defined in Rule 902 of Regulation S under the Securities Act).
  

• It has received, read, and understood the contents of this Offering.
• It accepts and agrees to the terms of issuance of the REMITTANCE Tokens.
• It has or will provide the set of KYC documents that The Company or its Partners require for the purpose of the investment in The Company and that you will comply with all Anti-Money Laundering (AML) or Know Your Client (KYC) checks that The Company may impose. Company reserves the right to reject or cancel a Subscription if The Company finds that the Subscriber has either provided false KYC/AML information or documentation, or if The Company finds that Subscriber has violated AML laws in the United Statesor the jurisdiction within which the Subscriber resides.
• It/he/she does not reside in a country in which The Company has explicitly stated it is not making the offer available, such list of countries to be updated by The Company from time to time at its sole discretion.
• It/he/she represents that purchase of the REMITTANCE Tokens is permissible and complies in all respects with laws applicable to it/him/ her and that, if the subscriber is an entity, that its investment in the REMITTANCE Tokens has been duly authorized. Company reserves the right to reject or cancel a Subscription if The Company finds that receipt of REMITTANCE Tokens by the Subscriber violates any laws in the United States or the jurisdiction within which the Subscriber resides.
• It/he/she is in compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended, and is not on any governmental authority watch list and in compliance with any other AML requirements. Company reserves the right to reject or cancel a Subscription if The Company finds that Subscriber has either provided false KYC/AML information or documentation, or if The Company finds that Subscriber has violated AML laws in the United Statesor the jurisdiction within which the Subscriber resides.
• It understands that the REMITTANCE Tokens are not registered under the Securities Act or any other securities laws, including U.S. State securities or Blue Sky laws and non-U.S. securities laws, and The Company does not intend to register the REMITTANCE Tokens under such laws.
• It is acquiring the REMITTANCE Tokens for its own account for investment purposes only and not with a view to resale or distribution.
• Upon purchase of and subscription to REMITTANCE Tokens pursuant to this Offering, it/he/she agrees to be bound by the provisions of the Constitution and other corporate governing documents of The Company.
• If the Subscriber is an acquirer in a transaction occurring inside the United States, you acknowledge during the Lock-up Period you will not be permitted to offer, sell, or transfer the REMITTANCE Tokens and that after expiry of the Lock-up Period, subject to applicable law you will not be permitted to sell or otherwise transfer the REMITTANCE Tokens to any other U.S. Person unless they sell all of their REMITTANCE Tokens to a single U.S. Person.
• If the Subscriber is an acquirer in a transaction that occurs outside the United States within the meaning of Regulation S, you acknowledge that you will not sell or otherwise transfer the REMITTANCE Tokens to a U.S. Person or for the account or benefit of a U.S. Person within the meaning of Rule 902 under the Securities Act. However, a Non-U.S. Persons can sell the REMITTANCE Tokens to other foreign investors in an Offshore Transaction in compliance with Rule 903 and 904 under the Securities Act and subject to compliance with applicable laws in other jurisdictions.
• The REMITTANCE Tokens offered herein shall not be subsequently sold to any person pursuant to another offer in the United States unless the provisions of the SEC are complied with.
• Any transfers mentioned above shall be subject to approval by, and registration with the Company, and submission of all documents as reasonably requested by the Company at the time of such transfer. The Company will not be required to accept for registration of transfer any REMITTANCE Tokens acquired by it, except upon presentation of evidence satisfactory to The Company that the restrictions set forth herein have been complied with.
• The Subscriber understands that the REMITTANCE Tokens will, unless otherwise agreed by The Company and the holder thereof, be deemed to bear a legend substantially to the following effect: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), “ARE RESTRICTED SECURTIES” DEFINED UNDER RULE 144(A)(3) OF THE SECURITIES ACT,AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: 
(1) “AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY, EXCEPT (A) IF IT IS A U.S. PERSON, UNTIL THE FIRST ANNIVERSARY OF THE ISSUANCE OF THE REMITTANCE TOKENS AND THEN, SUBJECT TO APPLICABLE LAW, NOT TO ANY U.S. PERSON (AS DEFINED IN REGULATIONS) UNLESS THEY SELL ALL OF THEIR REMITTANCE TOKENS TO A SINGLE U.S. PERSON; (B) IF IT IS A NON- 
U.S. PERSON OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT AND SUBJECT TO COMPLIANCE WITH APPLICABLE LAWS IN OTHER JURISDICTIONS; (C) TO THE COMPANY PURSUANT TO THE REDEMPTION DESCRIBED IN THIS OFFERING; OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE AND LOCAL SECURITIES LAWS, AND 
(2) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (I)(D) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.”
• In the event the REMITTANCE Tokens are transferred in violation of the Transfer Restrictions contained herein and/or The Company’s constitution and/or any applicable law, The Company reserves the right to forfeit the REMITTANCE Tokens at zero (0) price from the REMITTANCEToken Holders.
• It/he/she (a) is able to act on its own behalf in the transactions contemplated by this Offering, (b) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the REMITTANCE Tokens, and (c) (or the account for which it is acting) has the ability to bear the economic risks of its prospective investment in the REMITTANCE Tokens and can afford the complete loss of such investment.
• It/he/she acknowledges that (a) none of the Issuer or any person acting on its behalf has made any statement, representation, or warranty, express or implied, to it with respect to the issuer or the offer or sale of any REMITTANCE Tokens, other than the information included in this Offering, and (b) any information it desires concerning the Issuer, the REMITTANCE Tokens or any other matter relevant to its decision to acquire the REMITTANCE Tokens (including a copy of the Offering) is or has been made available to it.
• Either (i) no portion of the assets used by it to purchase or hold the REMITTANCE Tokens constitutes assets of any (a) employee benefit plan that is subject to Title I of ERISA, (b) plan, individual retirement account or other arrangement that is subject to Section 4975of the Code or provisions under any other federal, state, local, non-U.S., or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, "Similar Laws"), or (c) entity whose underlying assets are considered to include plan assets" of any such plan, account or arrangement or (ii) the purchase and holding of the REMITTANCE Tokens will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation under any applicable Similar Laws.
• It/he/she acknowledges that The Company and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations, and agreements and agrees that if any of the acknowledgments, representations, or agreements deemed to have been made by it are no longer accurate, it shall promptly notify The Company in writing.
• The Company reserves the right to reject any subscription in whole or in part, in The Company’s sole discretion. Subscriptions need not be accepted in the order received, although the REMITTANCE Tokens may be allocated among Investors who subscribed early in the Offering Period and for significant sums.