WALL STREET BETS TOKEN (WSBT)

Token contract address:
0x05fe7535d46481ce9cb1944fc403a74230dfecbf

ICO TOKEN AGREEMENT

concerning the sale and purchase of Tokens upon the occurrence of the ICO phase 

Everglades (HK) Ltd
288 Des Voeux Road Central
Central
Hong Kong
ico@wsb.cx 

the (“Company”)  

Recitals  

  1. WHEREAS, the Company, a Hong Kong company with an office at 288 Des Voeux Road Central, Hong Kong, and/or its affiliates, among other things, develop software relating to a blockchain technology or a similar technology (the “Wall Street Bets Platform”), which requires Tokens (as defined below) for its functionality; 
  2. WHEREAS, the public, main network (the “MainNet”) instantiating the Wall Street Bets Platform will launch by Q1 2022 (the “MainNet Launch”); 
  3. WHEREAS, the Purchaser desires to purchase a Tokens upon the occurrence of the ICO phase in consideration for the payment to the Company of the Purchase Amount (as defined below), pursuant to the terms and subject to the conditions set forth herein; and 
  4. NOW, THEREFORE, in consideration of the mutual agreements herein contained, and intending to be legally bound, the parties agree as follows: 

1. Definitions 

The following terms are used in this Agreement with the meanings set forth below: “Agreement” means this ICO agreement.  

Wall Street Bets Platform” means the blockchain technology as described in the Whitepaper as amended from time to time accessible via wsb.cx.  

Claims” has the meaning as set forth in Section 11 of this Agreement.  

Class Action Waiver” has the meaning as set forth in Section 13 of this Agreement.  

Company” means Everglades (HK) Ltd, 288 Des Voeux Road Central, Hong Kong.  

Effective Date” means the date when this Agreement enters into effect.  

MainNet” means the public, main network of the Wall Street Bets Platform 

MainNet Launch” means the instance the Wall Street Bets Platform launches upon the creation of a live Wall Street Bets Platform.  

“Listing” means the Listing at a centralised Exchange for Cryptocurrencies 

Parties” and “Party” means Company and Purchaser together or individually. “Purchase Amount” means the USD amount shown in Section 4 of this Agreement.  

Purchased Number” means the number of Tokens shown in Section 3 of this Agreement. “Purchaser” means the Party as set forth on the front of this Agreement.  

“Purchaser Wallet Address” means the ERC20 Wallet Address beneficially held by the Purchaser.  

Purchaser Tokens” means the amount of Tokens purchased by the Purchaser in accordance with this Agreement.  

“Release Schedule” means the release Schedule as set forth in Section 7 of this Agreement.  

Section” means a section in this Agreement.  

Securities Act” means the US securities act of 1933.  

Tokens” means the digital cryptographic tokens (also known as “cryptocurrency,” “digital currency” or “virtual currency”), that are implemented as ERC20 Token on the Ethereum Blockchain.  

Wallet Address” means the public key part of the public-private key pair, typically used in context of virtual currency for the purpose of holding funds denominated in that virtual currency.  

“Whitepaper” means the paper by Kaneko Yukinaga explaining Wall Street Bets Token: an Ethereum ERC-20 Utility Token, designed for the WSBT platform (as amended from time to time)  

2. The Wall Street Bets Token

The Wall Street Bets Platform is to be secured by its Token (WSBT). The planned functionalities of the Wall Street Bets Platform and its Token is outlined in the paper: WSBT – Wall Street Bets Token, Your DeFi gateway to financial freedom (the “Whitepaper”). The description in the Whitepaper is not binding in any way and may be adapted by the Company and/or its affiliates at any time at their sole discretion. The maximum cap (hard cap) on the total supply of Tokens in the Wall Street Bets is, in the aggregate, 420‘000’000 (four hundred and twenty million) Tokens.  

The Tokens shall be delivered according to this Agreement, it is intended that the Tokens enable digital access to the Wall Street Bets Platform which shall allow for development and creation of decentralized applications.  

3. Issuance of Tokens 

Conditional upon the occurrence of the ICO, (i) the Company will use the Wallet Address on the Ethereum Blockchain (ERC20 Address) to be beneficially held by the Purchaser (the “Purchaser Wallet Address”) and (ii) the Company will designate such Purchaser Wallet Address on the date of the Exchange as holding the Purchased Number of Tokens (the “Purchaser Tokens”); 

 

  1. Upon the occurrence of the ICO the Purchaser herewith purchases from the Company a right to acquire Tokens.;  
  2. In connection with and prior to the issuance of the Purchaser Tokens to the Purchaser in accordance with this Section 3, the Purchaser shall; 
  3. i. provide the Company with all information, and shall execute and deliver to the Company any and all other transaction documents, in each case reasonably requested by the Company in connection with this Agreement and the Purchaser’s obligations hereunder, including without limitation the documents and information required by the other provisions of this Section 3; and 
  4. promptly provide the Company with the documents reasonably requested by the Company to fulfil its documentation requirements under any applicable customer due diligence (“CDD”), know your customer (“KYC”) and anti-money laundering (“AML”) regulations or requirements. 

4. Purchase Amount 

The Purchaser shall pay USD, or the equivalent in USDC / USDT / ETH , as determined by the Company, to the Company in accordance with procedures specified by the Company. After its payment to the Company, the Purchase Amount will not bear interest for the benefit of the Purchaser.  

The Purchaser understands and accepts that the Purchase Amount is final and may not be reversed. There are no claims under any title against the Company for refund of the Purchase Amount.  

5. Representations and Warranties of the Company 

The Company hereby represents and warrants to the Purchaser that:  

  • the Company is a company duly organized and validly existing under the laws of the jurisdiction of its incorporation, and has the power to own and lease its properties and to carry on its business as now being conducted and as presently proposed to be conducted;  
  • the Company has full corporate power and authority to consummate the transactions contemplated hereunder;  
  • the execution and performance of this Agreement by the Company have been duly authorized by all necessary actions of the Company, and this Agreement has been duly executed and delivered by the Company;  
  • this Agreement is valid and binding upon the Company and enforceable in accordance with its terms;  
  • no permits, consents, authorizations or approvals of any kind of any governmental authority or other third party are required in connection with the execution or performance of this Agreement, other than those that shall be obtained by the closing of this Agreement; and  
  • the consummation of the transactions contemplated hereunder and the performance of this Agreement by the Company do not violate the provisions of the Company’s charter documents, or any applicable law.  

6. Representations and Warranties of the Purchaser 

The Purchaser hereby represents and warrants to the Company that:  

  1. the Purchaser is an individual or a legal entity duly organized and validly existing under the laws of the jurisdiction of its incorporation; 
  2. the Purchaser has full power and authority to consummate the transactions contemplated hereunder; 
  3. the execution and performance of this Agreement by the Purchaser have been duly authorized by all necessary actions of the Purchaser, and this Agreement has been duly executed and delivered by the Purchaser; 
  4. the Purchaser is (i) legally permitted to receive and hold and make use of the Tokens in the Purchasers jurisdiction and (ii) that no legal restrictions exist in its country of residence or domicile for entering into these Agreement Terms or purchasing a right to receive the Tokens; 
  5. this Agreement is valid and binding upon the Purchaser and enforceable in accordance with its terms; 
  6. the Purchase Amount is provided on Purchaser’s own account, not as a nominee or agent, and not with a view to assign any part thereof, and Purchaser has no present intention of selling, granting any participation in, or otherwise distributing any interest the Purchaser has under this Agreement with respect to the Purchase Amount, the Purchaser Tokens, or otherwise; 
  7. the Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to this Agreement, the Purchase Amount, and/or the Purchaser Tokens; 
  8. the Purchaser is not acquiring Tokens for the purpose of any investment, speculative or other financial purpose; 
  9. the Purchaser is familiar with digital cryptographic tokens issued by projects in the development stage and acknowledges that it is able to bear the economic risk of its purchase of Tokens, and has such knowledge and experience in financial, business, and software technology matters that it is capable of evaluating the merits and risks of this Agreement, the Tokens, and the Wall Street Bets Platform, and of making an informed decision in respect thereto; 
  10. the Purchaser acknowledges and agrees that the Tokens do not represent or constitute any ownership right or stake, debt instrument, share or security or equivalent right in or relating to the Company, the Wall Street Bets Platform and/or any software or intellectual property rights thereto; 
  11. the Purchaser acknowledges and agrees (i) that there is no guarantee that a MainNet will ever be activated and that in the absence of a MainNet or occurrence of the MainNet Launch, the Company will not be able, and will have no obligation, to cause any Tokens to be delivered under this Agreement or any other rights relating to the Purchased Tokens, and (ii) that, in any event, no market for Tokens may exist or be sustained; 
  12. the Purchaser has received information that it regards as sufficient to fully evaluate this Agreement, the Tokens, and the Wall Street Bets Platform, and has been provided an opportunity to obtain any additional information concerning the foregoing to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, and has been given the opportunity to ask questions of, and receive answers from, the Company concerning the Tokens, including their intended features, functions, and limitations; 
  13. the Purchaser confirms that it is not, and has not been involved in any type of activity associated with money laundering, terror financing, or any other applicable anti-corruption or anti bribery legislation, nor was ever subject, to any investigation by, or has received a request for information from any governmental body relating to corruption or bribery. The Purchaser hereby consents to the Company running any checks or enquiries with third parties and waives any privacy or other right in connection therewith and acknowledges that any breach of this representation by the Purchaser will entitle the Company to terminate this Agreement with immediate effect; 
  14. the Purchaser confirms not being listed or being associated with any person or entity being listed on the OFAC/UN Overall List of Sanctioned Individuals, Entities and Organizations, or any of 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 or the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions; 

The Purchaser acknowledges that if any of the representations, warranties or covenants made by the Purchaser pursuant to this Agreement ceases to be true or if the Company no longer reasonably believes that it has satisfactory evidence as to their truth, notwithstanding any other agreement to the contrary, the Company shall not be obligated to designate the Purchaser Wallet Address (or any other account of the Purchaser) as the holder of the Purchased Tokens and/or may be required to cause the Purchaser Tokens, upon the MainNet Launch, not to be transferable and may take any necessary action, at the expense of Purchaser to effect the foregoing; 

  1. the Purchaser hereby represents that neither it nor any person or entity directly or indirectly controlling, controlled by or under common control with it is a person identified as a terrorist or terrorist organization on any relevant lists maintained by governmental authorities; 
  2. none of the cash or property that the Purchaser has paid, will pay the Company as Purchase Amount has been or shall be derived from, or related to, any activity that is deemed criminal under the laws of any applicable jurisdiction; and 
  3. without prejudice to the foregoing, the Purchaser hereby represents and warrants to the Company that it has carefully reviewed and understands and accepts the various risks of entering into this Agreement, as further detailed in Section 10 of this Agreement, including the risks associated with holding Tokens, and the Purchaser hereby consents and agrees to bear such risks. 

7. Covenants of the Purchaser 

The Purchaser hereby covenants to the Company the following:  

  1. the Purchaser agrees that if any of the representations, warranties or covenants made by the Purchaser in this Agreement ceases to be true, Purchaser shall immediately notify the Company of such occurrence; 
  2. the Purchaser agrees that all taxes, fees, and dues which arise by receiving and accepting the Purchased Tokens, have to be paid by the Purchaser, except for the cases where such taxes, fees, and dues are specifically required by law to be paid by the Company; 
  3. the Purchaser agrees to provide to the Company any additional information regarding the Purchaser that the Company deems necessary or convenient to ensure compliance with all applicable laws concerning money laundering and similar activities; 
  4. the Purchaser understands that the Company may release confidential information about the Purchaser and, if applicable, any underlying beneficial owners, if the Company, in its sole discretion, determines that it is in the best interests of the Company in light of relevant rules and regulations; and 
  5. the Purchaser hereby undertakes to promptly notify the Company if at any time the Purchaser is unable to satisfy the agreements set forth herein or if the representations set forth herein cease to be true. 

8. Information & Representations and Warranties of the Purchaser regarding the U.S. Securities Act 

The rights and tokens hereunder may constitute securities under the U.S. securities act of 1933 (“Securities Act”), have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.  

The Purchaser hereby agrees and represents to the Company as follows:  

  1. the Purchaser is not a U.S. Person as defined in Rule 902(k) of Regulation S under the Securities Act. The offer and sale of the Tokens herein was made in an offshore transaction (as defined in Rule 902(h) of Regulation S), no directed selling efforts (as defined in Rule 902(c) of Regulation S) were made in the United States, and the Purchaser is not acquiring the Interests for the account or benefit of any U.S. Person; 
  2. the Purchaser will not offer or sell the Purchaser Tokens in the United States, or offer or sell the Purchaser Tokens for the account or benefit of a U.S. Person; 
  3. neither the Purchaser nor any person acting on its behalf has engaged, or will engage, in any directed selling efforts to any U.S. Persons with respect to the Tokens; and 
  4. the Purchaser represent and warrants that the rights and Tokens hereunder have not been acquired with a view to, or in connection with, the sale or distribution thereof and will not be transferred in the United States to, or for the account or Benefit of, any U.S. person except pursuant to an available exemption from the registration requirements of the Securities act and all applicable state securities laws.

9. Disclosure of Risk associated with Tokens 

The Purchaser understands that the purchase of Tokens involves substantial risk, including, without limitation, the following:  

  1. risk of software weaknesses: the Purchaser understands and accepts that the Wall Street Bets Platform and other involved software and technology and technical concepts and theories are still in an early development stage and unproven, why there is no warranty that the process for receiving, use and ownership of Tokens will be uninterrupted or error-free and why there is an inherent risk that the software and related technologies and theories could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of Tokens. The Purchaser understands and accepts that the software and hardware, technology and technical concepts and theories applicable to Tokens (as well as virtual currency tokens in general) is still in an early development stage and unproven, there is no warranty that the technology will be uninterrupted or error-free and there is an inherent risk that the technology could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of the Purchaser Tokens and the Purchaser’s entire Purchase Amount; 
  2. regulatory risk: the Purchaser understands and accepts that the blockchain technology allows new forms of interaction and that it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology based applications, which may be contrary to the current setup and which may, inter alia, result in substantial modifications of the Wall Street Bets Platform, including its termination, the loss of all Tokens and the value thereof for the Purchaser. Further, the Purchaser accepts and bears all risks with respect to securities, anti-money laundering, commodities and other regulations that may regulate the Company, the Purchase Amount and/or the Tokens; 
  3. risk of legal qualification: the Purchaser understands and accepts that the legal structure of tokens is relatively new, and no relevant prejudices are available. Therefore, the risk remains that a court may come to the conclusion that the underlying right cannot be transferred validly by transfer of the Token alone; 
  4. third party risks: the Association might use third parties as service providers for certain aspects of the token sale process. The Company has no visibility into, or possibility to control, the software or mechanisms used by such third party, and cannot verify or guarantee the proper functionality of the third party software or operations; 
  5. lack of funding / lack of success: the Purchaser understands and accepts that the creation of Tokens and the development of projects financed by the sale of Tokens, to the extent there are such projects, may be abandoned for a number of reasons, including but not limited to failure of the project, lack of interest of the industry and/or the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects), lack of ability to obtain regulatory licenses, permits or clearances etc. The Purchaser therefore understands that there is no assurance that, even if such project is partially or fully developed and launched, the Purchaser may receive any functionality through the Purchaser Tokens, and that they may become worthless. The Purchaser further understands and accepts that a project financed by the sale of Tokens may give rise to other, alternative projects, promoted by third parties unaffiliated with the Company, and the Purchaser Tokens do not share in the profits of the Company or any project of the Company (including its software development for the Wall Street Bets Platform). Tokens will have no intrinsic value; 
  6. risk of loss of private key: tokens are usually accessed using a private key that corresponds to the address at which it is stored. The Purchaser understands and accepts that if the private key, or the “seed” used to create the address and corresponding private key are lost or stolen, the Purchaser Tokens associated with the Purchaser’s address might be unrecoverable and will be permanently lost; 
  7. risk of theft and attacks: the Purchaser understands and accepts that the underlying software application and software platform of Tokens, the internet, any blockchain network, the Purchaser, and other involved software, technology components, decentralized applications and/or platforms concerned with Tokens may be exposed to attacks by hackers or other individuals that could result in theft or loss of the Purchased Tokens and the Purchaser’s entire Purchase Amount; 
  8. risk of market decline: the growth of the blockchain industry in general is subject to a high degree of uncertainty; 
  9. volatility risks: the prices of blockchain assets such as Bitcoin and Ethereum have historically been subject to dramatic fluctuations and are highly volatile, and the market price of the Tokens may also be highly volatile as well. In addition, a decrease in the price of a single blockchain asset may cause volatility in the entire blockchain asset industry and may affect other blockchain assets including the Tokens; 
  10. risk of insufficient token liquidity / loss of value: the Purchaser understands that regarding the Tokens no access to exchanges or market liquidity may be guaranteed and that the value (if any) of the tokens over time may experience extreme volatility or depreciate resulting in loss that will be borne exclusively by the Purchaser; and 
  11. risk of uncertain tax treatment: the tax treatment of acquiring, holding and where permitted, selling, exchanging or otherwise disposing of the Purchaser Tokens is uncertain, and the Purchaser must seek its own tax advice. Acquiring, holding and where permitted, selling, exchanging or otherwise disposing of the Tokens may result in adverse tax consequences to Purchasers, including liability for income taxes and responsibility for complying with certain tax reporting requirements. The Purchaser should consult with and must rely upon the advice of its own tax advisors. 

10. Indemnity 

The Company shall not be liable to the Purchaser, and the Purchaser will indemnify, defend and hold harmless the Company and its agents and advisors, and the successors and assigns of the foregoing, from and against, all or any part of any third party causes of action, claims, liabilities, losses, costs, damages and expenses (including, without limitation, attorneys’ fees and expenses) (collectively “Claims”) for damages to or loss of property arising out of or resulting from the transactions contemplated herein, except to the extent such claims arise from the bad faith or intentional misconduct of the Company.  

10. Indemnity 

The Company shall not be liable to the Purchaser, and the Purchaser will indemnify, defend and hold harmless the Company and its agents and advisors, and the successors and assigns of the foregoing, from and against, all or any part of any third party causes of action, claims, liabilities, losses, costs, damages and expenses (including, without limitation, attorneys’ fees and expenses) (collectively “Claims”) for damages to or loss of property arising out of or resulting from the transactions contemplated herein, except to the extent such claims arise from the bad faith or intentional misconduct of the Company.  

11. Limitation of Liability 

Neither the Company nor any other Party involved in the transaction contemplated herein will be liable for any incidental, special, exemplary or consequential damages, or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage or system failure or the cost of substitute activities of any kind arising out of or in connection with this Agreement or the Purchaser’s participation in, or inability to participate in, the contemplated transaction, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not the Company or any other person has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply. In no event will the Company’s total liability to the Purchaser arising out of or in connection with this Agreement or from the purchaser’s participation in, or inability to participate in, the contemplated transaction exceed the Purchase Amount (as denominated in USD). The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between the Company and the Purchaser.  

12. Class Action Waiver  

Any claim or dispute arising under this Agreement will take place on an individual basis without resort to any form of class or representative action (the “Class Action Waiver”). This class action waiver precludes any Party from participating in or being represented in any class or representative action regarding a claim. Regardless of anything else in this Agreement to the contrary, the validity and effect of the Class Action Waiver may be determined only by a court or referee and not by an arbitrator, and Purchaser acknowledges that this Class Action Waiver is material and essential to the arbitration of any disputes between the Parties and is non-severable from this Agreement.  

13. Entire Agreement  

This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral or written, between them. This Agreement is one of a series of similar agreements entered into by the Company from time to time. Any provision of this Agreement may be amended, waived or modified only upon the written consent of the Company and the Purchaser.  

14. Severability / Good Faith 

Should any part or provision of this Agreement be held to be invalid by any competent court, governmental or administrative authority having jurisdiction, the other provisions of this Agreement shall nonetheless remain valid. In this case, the Parties shall endeavour to negotiate a substitute provision that best reflects the economic intentions of the Parties without being unenforceable, and shall execute all agreements and documents required in this connection. The same shall apply if and to the extent that this Agreement is found to contain any gaps or omissions.  

15. Transfer and Assignment 

The Purchaser must not transfer or seek to transfer any rights under this Agreement, and any attempt to transfer any such rights in violation of this provision is void ab initio. For the avoidance of doubt, the foregoing shall not restrict the right of the Purchaser to transfer Purchased Token received after the Listing.  

The Company may transfer and assign at any time in its sole discretion its rights and obligations hereunder to any of its affiliates, including any entity controlled, controlling or under common control with the Company, to a third party that acquires all or substantially all of the assets subject to this Agreement (i.e. the Wall Street Bets Platform) or securities of the Company or any entity into which the Company merges or any affiliate thereof, provided that the Company shall provide notice to the Purchaser about such transfer and assignment ten (10) days in advance.  

16. Counterparts 

This Agreement is agreed and executed, by means of digital signature or otherwise, in one or more counterparts, all of which will constitute one and the same agreement.  

17. Notices  

Any notice required or permitted by this Agreement will be deemed sufficient when sent by email to the relevant address listed on the front page of this Agreement, as subsequently modified by written notice received by the appropriate Party.  

18. Effective Date 

This Agreement is made and enters into effect as of the date the Purchaser sends ETH, USDT or USDC to the Deployers Wallet (the “Effective Date”)

19. Governing Law and Jurisdiction 

This Agreement shall be governed by and construed in accordance with the substantive laws of Hong Kong, excluding the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG), as amended from time to time.  

All disputes arising out of or in connection with the present Agreement, including disputes on its conclusion, binding effect, amendment and termination, shall be resolved exclusively by the ordinary courts in Hong Kong.

 

May 15th, 2021 – Everglades (HK) Ltd

© 2021 WSBT - Wall Street Bets Token

ERC-20 contract address: 0x05fE7535D46481cE9Cb1944fc403a74230dFeCBF
WSBT Deployer address: 0x8aD9ac1Bad763affFAB45c6c85F854D8fC17a730
Total Supply: 420'000'000 WSBT