—— 01Parties & Purpose
This side letter (the "Side Letter") is dated [●] and made between:
(1)
The Issuer. TAPLY UK LIMITED, company number [●], registered office [●], London, United Kingdom.
(2)
The Client. [●], a Professional Investor / strategic commercial partner / institutional client whose particulars are set out in Schedule A.
Background
(A)
The Parties have entered into the Token Pre-Sale Agreement (the "TPSA"). This Side Letter forms an integral part of the TPSA and prevails over any inconsistent term of the TPSA solely as between the Parties.
(B)
The Client is classified by the Issuer as a Strategic Client in recognition of its commercial relationship, anchor role in the pre-sale, or early-stage support of the Platform.
(C)
This Side Letter is bilateral, confidential, and not disclosed to other purchasers. Other purchasers do not have, and shall not acquire by any most-favoured-nation provision or otherwise, the right to invoke the terms granted herein.
—— 02Commercial Terms · Override
Discount to listing
−25%
Cliff period
None
Vesting period
None
2.1
Price. The Client shall subscribe at the Strategic Client Price, equal to seventy-five per cent (75%) of the Reference Price — i.e. a 25% discount to the public listing price. This Strategic Client Price overrides the Pre-Sale Price of 50% of Reference Price set out in Clause 3.2 of the TPSA only as to the differential.
2.2
No lock-up. Clauses 4.3 (Cliff Period) and 4.4 (Vesting Period) of the TPSA do not apply to the Client. The Subscribed Tokens shall be released to the Client in full at the Token Generation Event, free and clear, without any contractual transfer restriction imposed by the Issuer.
2.3
Delivery at TGE.The Issuer shall deliver 100% of the Subscribed Tokens to the Client's Receiving Wallet within five (5) Business Days of the TGE.
2.4
Minimum subscription. The minimum Subscription Amount of €125,000 equivalent under Clause 3.3 of the TPSA continues to apply.
2.5
Settlement. Stablecoin settlement (USDC / USDT) under Clauses 3.5–3.7 of the TPSA continues to apply unaltered.
—— 03Conditions & Covenants
3.1
Professional Investor status. The Client confirms that it is, and remains until delivery, a Professional Investor.
3.2
KYC / KYB completed. The discounted price and no-lock terms become effective only once the Issuer has confirmed in writing the satisfactory completion of full KYC / KYB review.
3.3
Anti-flip undertaking — voluntary. The Client undertakes, on a best-efforts basis and as a matter of commercial good faith, not to dispose of more than 30% of the Subscribed Tokens in any single trading day during the first 30 days following the Listing. This undertaking is non-contractual, gives rise to no penalty, and is not enforced on-chain.
3.4
No public disclosure. The Client shall not disclose the existence or terms of this Side Letter to any third party (other than its own legal, tax and audit advisors).
3.5
No MFN.The Client expressly waives any "most favoured nation" treatment, comparable-terms or anti-dilution claim.
—— 04Representations
4.1
The Client repeats, as at the date of this Side Letter and at the Effective Date, each of its representations and warranties set out in Clauses 5.1 to 5.11 of the TPSA, including (without limitation) Professional Investor status, AML / sanctions clearance, jurisdiction eligibility, capacity and authority, independent assessment, risk acknowledgement, self-custody, and absence of marketing reliance.
4.2
The Issuer repeats, mutatis mutandis, each of its representations set out in Clauses 6.1 to 6.6 of the TPSA.
4.3
No additional regulatory representation. This Side Letter is a private commercial accommodation and is not, and shall not be construed as, any regulatory authorisation, registration, or endorsement of the Token in any jurisdiction.
—— 05Risk Acknowledgement — No Lock
The Client expressly acknowledges and accepts that the absence of cliff and vesting under this Side Letter:
- does not reduce, and is not intended to reduce, any of the risks set out in Schedule 5 of the TPSA, including capital risk, regulatory risk, volatility, smart-contract risk, custody risk and Issuer-specific risk;
- exposes the Client to early-window market volatility immediately at and following the Listing, which historically has been materially higher than steady-state volatility for new crypto-assets;
- shifts to the Client the entire timing risk on disposal — no representation is made that any specific liquidity, depth or price level will exist at any point after delivery;
- does not entitle the Client to any market-making, price-stabilisation, OTC desk introduction, or buy-back commitment by the Issuer.
CAPITAL AT RISK · The Strategic Client Price reflects a commercial concession by the Issuer; it does not reflect any reduction in the underlying risk profile of the Token. The Client may still lose all or substantially all of the Subscription Amount.
—— 06Boilerplate
6.1
Interaction with the TPSA. Except as expressly varied by this Side Letter, all terms of the TPSA remain in full force and effect.
6.2
Term and termination.This Side Letter terminates automatically upon (a) lawful termination of the TPSA, or (b) failure of the Client to remit the full Subscription Amount within ten (10) Business Days of the Issuer's settlement confirmation.
6.3
Assignment. This Side Letter is personal to the Client. The Strategic Client Price and no-lock benefits do not transfer with the Subscribed Tokens to any subsequent holder.
6.4
Confidentiality. Each Party shall treat the existence and the contents of this Side Letter as Confidential Information under Clause 7.1 of the TPSA.
6.5
Counterparts and electronic execution. This Side Letter may be executed in counterparts and by qualifying electronic signature.
6.6
Entire agreement.The TPSA together with this Side Letter constitutes the entire agreement between the Parties concerning the Client's subscription.
6.7
Governing law and jurisdiction. This Side Letter is governed by the laws of England and Wales.
—— 07Schedules
The execution copy of this Side Letter includes Schedule A — Client Particulars (full legal name, legal form, country of residence, tax residence, authorised signatory, email for notices, Professional Investor category, Strategic Client rationale, Subscription Amount, Reference Price, Strategic Client Price, Subscribed Tokens, settlement chain & Stablecoin, Receiving Wallet, wallet ownership proof, KYC/KYB completion date).
Strategic Client allocations are by invitation only. Internal approval matrix: tickets ≥ €500k require board sign-off; tickets ≥ €2m require unanimous founder sign-off. To enquire about Strategic Client status, contact legal@taply.network.