—— 01Parties & Recitals
The Parties
This Agreement is made on the date of last signature between:
(1)
The Issuer. TAPLY UK LIMITED, a private limited company incorporated in England and Wales under company number [●], whose registered office is at [●], London, United Kingdom (the "Issuer" or "TAPLY").
(2)
The Purchaser. The person, entity or fund whose details are set out in Schedule 1(Purchaser Particulars) and who has executed this Agreement (the "Purchaser").
Recitals
(A)
The Issuer is developing the TAPLY closed-loop digital-voucher payment platform (the "Platform") and intends to issue an unregulated utility crypto-asset to be used inside the Platform as the merchant activation gate, fee discount and rewards instrument (the "Token").
(B)
The Token is a pure utility crypto-asset. It is not a security, not a financial instrument under MiFID II, not electronic money, not an asset-referenced token, not a payment instrument and not within the regulatory perimeter of Regulation (EU) 2023/1114 ("MiCA"). The Token confers no equity, dividend, profit share, voting right, or claim on the Issuer's assets beyond the Token Terms.
(C)
The Issuer wishes to sell, and the Purchaser wishes to subscribe for, a specified number of Tokens (the "Subscribed Tokens") on the terms of this Agreement.
(D)
This Agreement is offered exclusively to Professional Investors under the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("FPO") Articles 19, 48, 50 and 50A, and to equivalent professional / qualified investors under applicable non-UK laws. It is not offered to retail investors in any jurisdiction.
—— 02Definitions & Interpretation
- Business Day
- Any day other than a Saturday, Sunday or public holiday in England and Wales.
- Cliff Period
- The period of six (6) months commencing on the Token Generation Event during which no Subscribed Tokens are released to the Purchaser.
- Effective Date
- The date on which the Subscription Amount is received in full in the Issuer's Treasury Wallet, as confirmed by the Issuer in writing.
- Lock-up Period
- Collectively, the Cliff Period and the Vesting Period.
- Listing
- The first admission to trading of the Token on a secondary venue determined by the Issuer.
- Professional Investor
- A person falling within one or more of: (i) Art. 19 FPO (investment professionals), (ii) Art. 48 FPO (certified high-net-worth individuals), (iii) Art. 50 FPO (sophisticated investors), (iv) Art. 50A FPO (self-certified sophisticated investors), or (v) an equivalent professional / qualified investor classification (incl. MiFID II Annex II per se professional clients).
- Pre-Sale Price
- The token-denominated price equal to fifty per cent (50%) of the Reference Price.
- Reference Price
- The unit price of one Token, denominated in EUR or USD-equivalent, applied at the Listing as the public-sale benchmark, as set out in Schedule 2.
- Subscription Amount
- The aggregate amount payable by the Purchaser, denominated in Stablecoins, as set out in Schedule 1, being not less than the equivalent of €125,000.
- Stablecoin
- USDC (USD Coin) or USDT (Tether), in each case on the ERC-20 (Ethereum), SPL (Solana) or Polygon PoS standard, settled to the Treasury Wallet.
- TGE
- The Token Generation Event — the on-chain minting of the total Token supply by the Issuer.
- Treasury Wallet
- The multi-signature wallet address(es) communicated by the Issuer to the Purchaser in writing as set out in Schedule 3.
- Vesting Period
- The period of twelve (12) months immediately following the Cliff Period during which Subscribed Tokens vest linearly on a monthly basis.
—— 03Sale, Price & Settlement
3.1
Sale and purchase. Subject to the terms of this Agreement, the Issuer agrees to sell, and the Purchaser agrees to subscribe for, the number of Subscribed Tokens set out in Schedule 1, at the Pre-Sale Price.
3.2
Pre-sale price. The Pre-Sale Price equals fifty per cent (50%) of the Reference Price. The Reference Price and corresponding number of Subscribed Tokens are set out in Schedule 2.
3.3
Minimum subscription. The Subscription Amount shall be not less than the equivalent of €125,000. The Issuer reserves the right to refuse any subscription below this minimum at its absolute discretion.
3.4
Allocation discretion. The Issuer may, in its absolute discretion, accept, scale, or reject any subscription, in whole or in part. The maximum ticket is by invitation only.
Settlement
3.5
Stablecoin settlement only. The Subscription Amount shall be paid exclusively in Stablecoins (USDC or USDT) on one of the supported chains. The Issuer will not accept fiat wires, bank transfers, cash or any other crypto-asset.
3.6
Treasury Wallet. Payment shall be made to the Treasury Wallet address(es) confirmed in writing by the Issuer pursuant to Schedule 3. The Purchaser shall send a test transfer of USD 100 before transferring the full Subscription Amount and shall receive a written confirmation before sending the balance.
3.7
Receipt and value date. The Subscription Amount is deemed received only when (i) the relevant on-chain transaction is confirmed with at least 12 block confirmations, and (ii) the Issuer has issued a written acknowledgement of receipt to the Purchaser.
3.8
FX and conversion. The EUR-equivalent of the Subscription Amount is fixed at the Effective Date using the USD/EUR mid-market rate published by the European Central Bank on the immediately preceding Business Day.
3.9
Gas, network and conversion costs. All on-chain network fees, gas, and any third-party conversion costs are borne exclusively by the Purchaser.
3.10
No refund. Once received and acknowledged in writing by the Issuer, the Subscription Amount is non-refundable save in the limited circumstances set out in Clause 8 (Termination) or where required by applicable mandatory law.
—— 04Token Delivery, Vesting & Lock-up
4.1
Token Generation Event. The Issuer targets the TGE concurrently with Network Go-Live. The Issuer may adjust the TGE date by notice to the Purchaser; any such adjustment does not constitute a breach of this Agreement.
4.2
Initial credit.Upon TGE, the Issuer shall credit the full number of Subscribed Tokens to the Purchaser's Receiving Wallet, held in a vesting smart contract until release.
4.3
Cliff Period. No Subscribed Tokens shall be transferable, sold, swapped, lent, pledged, encumbered or otherwise disposed of during the Cliff Period of six (6) months from TGE.
4.4
Vesting Period. Following expiry of the Cliff Period, Subscribed Tokens vest linearly in twelve (12) equal monthly instalments. Each instalment becomes transferable on the first Business Day of the relevant month.
4.5
On-chain enforcement. The Cliff Period and Vesting Period are enforced by the vesting smart contract. Smart-contract release schedules are immutable save for any pre-agreed migration in Clause 4.8.
4.6
Receiving Wallet. The Purchaser shall designate a non-custodial Receiving Wallet under its sole control. The Issuer will not deliver Subscribed Tokens to an exchange deposit address.
4.7
Voting and economic rights.The Subscribed Tokens do not carry any voting right, dividend, profit share, redemption right or claim on the Issuer's assets.
4.8
Contract migration.Where, for security or technical reasons, the Issuer publishes a new version of the vesting contract, holders may opt into a one-way migration on 30 days' written notice.
Token economics — disclosure
The Purchaser acknowledges the following Token-economic mechanics, all hard-coded in the Token smart contract: (i) fixed supply of 1,000,000,000 Tokens, pre-minted at TGE; (ii) no mint authority post-TGE; (iii) a 1% on-chain burn on every utility event inside the Platform; (iv) merchant activation stake denominated in Tokens; (v) a 0.25% referral pool funded in Tokens per Platform transaction; and (vi) a 0.25% baseline user cashback in Tokens. These mechanics are disclosed for information; no representation is made as to their economic impact on Token value.
—— 05Purchaser Representations & Warranties
The Purchaser represents, warrants and undertakes to the Issuer, on the date of this Agreement and on the Effective Date, that each of the following statements is true, accurate and not misleading:
5.1
Status. The Purchaser is a Professional Investor. If the Purchaser is an individual, the Purchaser has executed the certification at Schedule 4 (FPO Certification).
5.2
No retail status. The Purchaser is not a retail investor in any jurisdiction.
5.3
Sanctions and AML. The Purchaser is not (i) a Sanctioned Person, (ii) resident in, organised under, or operating from a Restricted Jurisdiction, (iii) the subject of any criminal investigation relating to money laundering, terrorism financing, sanctions evasion, fraud or tax evasion. The Subscription Amount derives from lawful sources.
5.4
Restricted jurisdictions. The Purchaser is not a US Person (Rule 902 Regulation S), not a resident or citizen of Canada, Mainland China, the DPRK, Russia, Belarus, Syria, Iran, Cuba, or any jurisdiction in which the offer is unlawful.
5.5
KYC / KYB.The Purchaser has provided all documentation reasonably requested by the Issuer's KYC/KYB provider.
5.6
Capacity and authority. The Purchaser has the legal capacity, power and authority to enter into and perform this Agreement.
5.7
Independent assessment. The Purchaser has independently evaluated the merits and risks of the subscription and has taken its own legal, tax, accounting and investment advice.
5.8
Risk acknowledgement. The Purchaser has read and understood Schedule 5 (Risk Factors), expressly accepts each material risk, and is able financially to bear the complete loss of the Subscription Amount.
5.9
No marketing reliance. The Purchaser has not relied on the TAPLY website, litepaper, investor brief, social-media posts or any oral statement as a basis for its subscription.
5.10
Holding for own account. The Purchaser subscribes for the Subscribed Tokens for its own account.
5.11
Self-custody. The Purchaser controls the private keys to its Receiving Wallet and is solely responsible for their secure custody.
—— 06Issuer Representations · Use of Proceeds
6.1
Incorporation. The Issuer is duly incorporated under the laws of England and Wales.
6.2
Authority.Execution has been duly authorised by the Issuer's board of directors.
6.3
Compliance posture. The Issuer operates marketing and distribution in accordance with the UK Financial Promotion regime applicable to unregulated crypto-assets distributed to Professional Investors.
6.4
Treasury governance.The Issuer's treasury is held in a 5-of-7 multi-signature wallet, with institutional-grade custody for fiat balances.
6.5
Smart-contract audit. The Token smart contract and the vesting contract shall be audited by a recognised independent firm prior to the Listing.
6.6
Use of proceeds — covenant.The Issuer covenants that net proceeds shall be applied to: product engineering, merchant onboarding, legal & regulatory build-out, audit and treasury custody, marketing and working capital. No founder cash-out is funded from pre-sale proceeds. A quarterly use-of-proceeds report shall be made available.
No warranty as to outcome
6.7
The Issuer gives no warranty as to (i) the market price or liquidity of the Token, (ii) the achievement of any roadmap milestone, (iii) the realisation of any forward-looking statement, (iv) the listing of the Token on any specific venue, or (v) any tax treatment in any jurisdiction.
Tax
6.8
The Purchaser is solely responsible for all taxes arising in connection with the Subscribed Tokens. The Issuer does not provide tax advice.
6.9
The Subscription Amount is payable in full without set-off or withholding. Any required withholding shall be grossed up by the Purchaser.
Intellectual property
6.10
Nothing in this Agreement transfers to the Purchaser any ownership of, or licence over, the Issuer's intellectual property, brand, source code, smart-contract code, documentation or trade secrets.
—— 07Confidentiality · Notices · Boilerplate
Confidentiality
7.1
Each Party shall keep confidential the existence and terms of this Agreement and any non-public information received from the other Party. The duty survives for three (3) years after termination.
Data protection
7.2
The Parties shall comply with the UK GDPR and the Data Protection Act 2018, and where applicable Regulation (EU) 2016/679. See our Privacy Notice.
Notices
7.3
Notices shall be sent by email to the addresses set out in Schedule 1.
Assignment
7.4
The Purchaser may not assign or transfer this Agreement without the prior written consent of the Issuer.
Entire agreement
7.5
This Agreement constitutes the entire agreement between the Parties and supersedes all prior arrangements.
Force majeure
7.8
Neither Party is liable for delay or non-performance caused by an event beyond its reasonable control.
Governing law and jurisdiction
7.9
This Agreement is governed by the laws of England and Wales.
7.10
The courts of England and Wales have exclusive jurisdiction, save that the Issuer may bring proceedings in any other competent jurisdiction.
7.11
Arbitration option. Either Party may refer a dispute to confidential arbitration under the LCIA Rules, before a sole arbitrator, seated in London.
—— 08Termination
8.1
This Agreement may be terminated, with refund of the Subscription Amount (net of irrecoverable costs), if (i) the Issuer fails to complete the TGE within 24 months of the Effective Date, or (ii) either Party becomes insolvent. Save as set out in this Clause 8, the Subscription Amount is non-refundable.
—— 09Execution
IN WITNESS WHEREOF the Parties have executed this Agreement on the dates set out in the signature page of the execution copy. This Agreement is intended to be executed by qualifying electronic signature (DocuSign, Adobe Sign or equivalent). A scanned PDF of a hand-signed page is equally valid.
—— 10Schedules
The execution copy includes the following Schedules, which form an integral part of this Agreement:
- Schedule 1 — Purchaser Particulars (KYC, wallet, subscription amount).
- Schedule 2— Pricing & Allocation (Reference Price, Subscribed Tokens, vesting schedule).
- Schedule 3 — Treasury Wallet Addresses (delivered separately via secure data room).
- Schedule 4 — FPO Professional-Investor Certification.
- Schedule 5 — Risk Factors (incorporated by reference from the published Risk Disclosures).
Execution copy. The full execution copy of this Agreement, including all Schedules and signature pages, is delivered to qualifying participants via the secure data room after NDA. Contact legal@taply.network to request access.