ENREACH LLC

TOKEN PURCHASE AGREEMENT

This Token Purchase Agreement (the “Agreement”) is made as of February {{new Date().getDate()}}, 2021, by and between Enreach LLC, a Delaware limited liability (the “Company”) and the party purchasing Tokens (as defined below) through ERC-20 smart contracts (the “Smart Contracts”) on the Company’s sale user interface (the “Enreach Interface”), accessible at https://whitelist.enreach.io/ (the “Purchaser”). Certain capitalized terms used below are defined in the terms and conditions set forth in Exhibit A attached to this Agreement, which are incorporated by reference.

WHEREAS, the Company has developed a blockchain-based ecosystem built on Ethereum (“ETH”) that is intended to facilitate the financing of, and provision of liquidity to, new distributed finance projects (the “Enreach System”);

WHEREAS, in connection with the operation of the Enreach System, the Company has generated Enreach NRCH token (the “Tokens”), as (a) a medium of exchange to invest in the distributed finance projects in the Enreach System, and (b) a way to facilitate liquidity and a broader market for existing distributed finance projects that have been built outside of the Enreach System;

WHEREAS, Purchaser desires to purchase, and the Company desires to sell to Purchaser, a certain number of Tokens, by entering into a Smart Contract on the Enreach Interface; and

WHEREAS, the parties acknowledge and agree that the terms and conditions contained in this Agreement will govern Purchaser’s purchase of Tokens through Smart Contracts on the Enreach Interface.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Manner of Purchase and Sale of Tokens.

(a) Generally. On the terms and subject to the conditions set forth in this Agreement, Purchaser hereby agrees to purchase, and the Company hereby agrees to sell and issue, a certain number of Tokens in exchange for Purchaser’s payment of ETH on the Enreach Interface. Purchaser may either (i) purchase the Tokens directly from the Company pursuant to the procedures set forth in Section 1(b) or (ii) stake the Tokens through the Uniswap Pools (as defined below) pursuant to the procedures set forth in Section 1(c).

(b) Direct Purchase. Purchaser may purchase the Tokens directly from the Company by transmitting the purchase price to the Company through the Smart Contract by selecting “Buy” in the Enreach Interface. Upon completion of the transaction, the Company will deposit the Tokens in Purchaser’s digital smart wallet specified in the Enreach Interface (the “Smart Wallet”).

(c) Staking. Purchaser may purchase the Tokens through a uniswap pool, which is a decentralized exchange arrangement that will run on ETH and exchange tokens among liquidity providers through an automated liquidity protocol (each, “Uniswap Pool”). If Purchaser so elects to stake the Tokens through a Uniswap Pool, Purchaser shall transmit the purchase price to the Company through the Smart Contract by selecting “Buy and Stake” in the Enreach Interface. Upon receipt of the Purchaser’s instructions, the Smart Contract will transmit the purchase price and the number of Tokens equal to the purchase price divided by the applicable price per Token (the “Uniswap Pair”) to a Uniswap Pool that has been created by an unaffiliated liquidity provider. In exchange for the Uniswap Pair, the Company will receive Uniswap LP units through the Smart Contract, which the Company will hold in the Smart Contract until Purchaser elects to unstake the Uniswap LP units pursuant to Section 1(d).

(d) Unstaking. If Purchaser elects to stake the Tokens pursuant to Section 1(c), Purchaser may elect to “unstake” the Tokens at any time by submitting a request through the Smart Contract on the Enreach Interface. Upon the receipt of such request, the Company will deposit the applicable number of Tokens issuable upon removal of Tokens from the Smart Contract. Thereafter, the Company will transfer ownership of the Uniswap LP units either to the Foundation or to the Company if the Foundation does not exist.

2. Use of Proceeds; Lockbox.

The Company will not use proceeds from the purchase and sale of the Tokens other than to (a) hold the proceeds in trust until such proceeds are deposited with a to-be-formed foundation that will be responsible for the management and governance of the Enreach System (the “Foundation”) or (b) in connection with liquidity provision through one or more Uniswap Pools, solely to the extent that the organizers of the Foundation request.

3. Purchase Representations.

In connection with the purchase of the Tokens, Purchaser represents to the Company the following:

(a) Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Tokens. Purchaser is purchasing the Tokens for investment for Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Act”).

(b) Purchaser further acknowledges that, (i) the Company does not have any responsibility with respect to any statements, representations or warranties that have been made or may be made regarding the Company, its businesses, the Tokens or the Enreach System, and that (ii) the Company has not made, and Purchaser has not relied on, any representation, warranty or covenant, express or implied in connection with the purchase of the Tokens. Without limiting the generality of the foregoing, Purchaser acknowledges (A) the specific risks set forth on Exhibit A and (B) that the Company has not made any representations or warranties regarding whether or not the Tokens will constitute a “security” (as that term is defined under the Act) under the Act or any other regulatory authority worldwide. Purchaser represents that it has had a full, fair and complete opportunity to value the Tokens, evaluate the decision whether to purchase the Tokens, and determine whether Purchaser is eligible to purchase the Tokens under all applicable laws.

(c) Purchaser understands that the Tokens have not been registered under the Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Act and applicable state securities laws or unless an exemption from such registration requirements is available. Purchaser acknowledges that the Company has no present intention to register the Tokens as securities in the future.

(d) Purchaser understands that the Tokens may be restricted in the ability to Transfer and may be notated, as practicable, with a legend that prohibits or restricts the Transfer of the Tokens.

(e) Purchaser further understands that at the time Purchaser wishes to sell the Tokens there may be no public market upon which to make such a sale.

(f) Purchaser further warrants and represents that Purchaser has the capacity to protect Purchaser’s own interests in connection with the purchase of the Tokens by virtue of the business or financial expertise of Purchaser or of professional advisors to Purchaser who are unaffiliated with and who are not compensated by the Company or any of its affiliates, directly or indirectly.

(g) Purchaser acknowledges that Purchaser has read all tax related sections and further acknowledges Purchaser has had an opportunity to consult Purchaser’s own tax, legal and financial advisors regarding the purchase of Tokens under this Agreement.

(h) Purchaser acknowledges and agrees that in making the decision to purchase the Tokens under this Agreement, Purchaser has not relied on any statement, whether written or oral, regarding the subject matter of this Agreement, except as expressly provided in this Agreement and in the attachments and exhibits to this Agreement.

(i) If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)), the Purchaser has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Tokens or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Tokens, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Tokens. The Purchaser’s subscription and payment for and continued beneficial ownership of the Tokens will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

(j) Purchaser acknowledges and agrees that in order to utilize the Enreach System, Purchaser must abide by the Company’s Know Your Customer (“KYC”) procedures and Anti-Money Laundering (“AML”) policy. Purchaser agrees to furnish to the Company any information requested in order to comply with all KYC/AML requirements, including, without limitation the information set forth on Exhibit B. Purchaser further agrees to not to engage in any of the prohibited businesses, activities, practices or items or jurisdictions set forth on Exhibit B.

(k) Purchaser is not a resident of the following jurisdictions: United States, Canada, China, Afghanistan, Belarus, Bosnia Herzegovina, Burundi, Central Africa Republic, Comoros, Congo, Congo Democratic Republic, Cuba, Equatorial Guinea, Eritrea, Guinea, Guinea Bissau, Haiti, Iran, Iraq, Libya, Mali, Myanmar, North Korea, Puerto Rico, Philippines, Somalia, Sudan, Sudan Republic of South, Syria, Tunisia, Yemen, or Zimbabwe.

(l) Purchaser acknowledges that Purchaser has read and understands the Company’s whitelist (the “Whitelist”), which describes the matters relating to the Tokens and the Enreach System, as amended or supplemented from time to time, and has no objection to its contents. Purchaser further acknowledges and agrees that the information provided in the Whitelist is of a descriptive nature only and does not, unless explicitly incorporated herein, form a part of this Agreement.

4. No Other Rights Created.

(a) No Claim, Loan or Ownership Interest. The purchase of the Tokens: (a) does not provide Purchaser with rights of any form with respect to the Company or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; (b) is not a loan to Company; and (c) does not provide Purchaser with any ownership or other interest in Company.

(b) Intellectual Property. Company retains all current and future right, title and interest in all of Company’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. Purchaser may not use any of Company’s intellectual property for any reason without Company’s prior written consent.

5. Miscellaneous.

(a) Waiver of Information Rights. Purchaser hereby acknowledges and agrees that, except for such information as required to be delivered to Purchaser by the Company pursuant to any other agreement by and between the Company and Purchaser, Purchaser has no right to receive any information from the Company by virtue of such Purchaser’s purchase of the Tokens or ownership of the Tokens.

(b) Notices. All notices required or permitted hereunder will be in writing and will be deemed effectively given: (i) upon personal delivery to the party to be notified; (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not sent during normal business hours of the recipient, then on the next business day; (iii) five calendar days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications will be sent to the other party to this Agreement at such party’s address hereinafter set forth on the signature page hereof, or at such other address as such party may designate by 10 days’ advance written notice to the other party hereto.

(c) Successors and Assigns. This Agreement will inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer herein set forth, be binding upon Purchaser, Purchaser’s successors, and assigns.

(d) Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware. The parties agree that any action brought by either party to interpret or enforce any provision of this Agreement will be brought in, and each party agrees to, and does hereby, submit to the jurisdiction and venue of, the appropriate state or federal court for the district encompassing the Company’s principal place of business.

(e) Further Execution. The parties agree to take all such further actions as may reasonably be necessary to carry out and consummate this Agreement as soon as practicable.

(f) Independent Counsel. Purchaser acknowledges that this Agreement has been prepared on behalf of the Company by its counsel. Purchaser has been provided with an opportunity to consult with his, her or its own counsel with respect to this Agreement.

(g) Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior agreements or understandings, whether written or oral, with respect to the subject matter hereof. This Agreement may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.

(h) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision will be excluded from this Agreement, (ii) the balance of the Agreement will be interpreted as if such provision were so excluded and (iii) the balance of the Agreement will be enforceable in accordance with its terms.

(i) Counterparts. This Agreement (including any schedules and/or exhibits hereto or thereto) and any other agreement contemplated by this Agreement, including any Smart Contracts on the Enreach Interface, may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

EXHIBIT A

RISK FACTORS

A purchase of Tokens pursuant to this Agreement involves a high degree of risk. You should consider carefully the risks described below, together with all of the other information contained in the Agreement, before purchasing Tokens:

• The regulatory regime governing blockchain technologies, cryptocurrencies and Tokens is uncertain, and new regulations or policies may adversely affect the transferability of the Tokens.
• As blockchain networks and blockchain assets have grown in popularity and in market size, national and state regulators have begun to take interest in, and in some cases, regulate, their use and operation.
• The personal tax treatment of Tokens is uncertain and there may be adverse tax consequences for purchasers upon certain future events.
• The further development and acceptance of blockchain networks, which are part of a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate.
• The prices of blockchain assets are extremely volatile. Tokens may as a result be subject to significant price volatility.
• The conversion methodology for determining the fiat currency value of subscriptions tendered in ETH may not result in a conversion at the fair value of such cryptocurrencies.
• There are risks associated with the Smart Contracts and digital wallets, including:

• Third parties could hack digital wallet providers resulting in the loss of Tokens;
• Smart Contracts may contain software weaknesses or bugs;
• If your crypto-wallet credentials are lost or stolen, your Tokens will be unrecoverable and will be permanently lost;
• Incorrectly transferred Tokens may be irretrievable;
• Third parties may hack the Token sale process, your crypto-wallet or the Smart Contracts; and
• There could be problems with the Ethereum protocol on which the Tokens are built.

• Incorrect or fraudulent token transactions may be irreversible.
• Digital assets are inherently subject to the risk of cybercrime.
• Uniswap Pools are new and largely unregulated and may therefore be subject to fraud and failures.
• It may be illegal now, or in the future, to acquire, own, hold, sell or use ETH or other cryptocurrencies, including Tokens, participate in the blockchain or utilize similar digital assets in one or more countries.
• Prior to accepting any token purchases from residents of non-whitelisted jurisdictions, we intend to consult with counsel to ensure we accept any such token purchase in compliance with applicable law. If, however, we accept any such token purchases and fail to comply with applicable law, it may subject the Enreach System to regulatory actions in such jurisdictions.

 

EXHIBIT B

KYC INFORMATION AND PROHIBITED USES

I. KYC Information.

Purchaser agrees to furnish the following information to the Company to comply with the Company’s KYC procedures:

a. Legal entity name and any trading names;

b. Legal form of entity;

c. Copy of incorporation document;

d. Jurisdiction of incorporation;

e. Registration number, if applicable;

f. Business addresses, including both the registered and actual business address;

g. Industry;

h. Date onboarded;

i. Shareholder and beneficial ownership of Purchaser

i. Any beneficial owner holding more than 10% of Purchaser’s voting securities must provide the following information, which must be verified by providing (i) a copy of passport or government issued identification and (ii) proof of address (utility bill, bank statement, etc.):

• 1. Name;
• 2. Address;
• 3. Date of Birth;
• 4. Nationality; and
• 5. Social Security Number

ii. Outline of beneficial ownership of corporate structure; iii. If any beneficial owner is a trust, identify beneficiaries under the trust and maintain a beneficial ownership register (under trust).

j. Directors; Purchaser must provide the following information for all directors, which must be verified by providing (i) a copy of passport or government issued identification and (ii) proof of address (utility bill, bank statement, etc.):

• i. Name;
• ii. Address;
• iii. Date of Birth;
• iv. Nationality; and
• v. Social Security Number

k. User information, which must be confirmed by Purchaser’s directors or beneficial owners with permission to access Purchaser’s partition;

l. Website address;

m. Company tax or VAT certificate, which does not include a VIES or VAT Information Exchange System document;

n. Information accompanying transfer of funds;

o. Source of funds, which is evidenced by:

• i. Bank account statement in Purchaser’s name; or
• ii. Funds received in the Enreach Interface from another company in the same telecoms industry paying for routes purchased on the platform;

p. Source of wealth;

q. Description of nature and purpose of business relationship with the Company, including the anticipated level of activity undertaken through the business relationship with the Company, which may include the number, size and frequency of transactions; and

r. Any other information as reasonably requested by the Company.

II. Prohibited Uses.

By using the Enreach System and purchasing Tokens pursuant to this Agreement, Purchaser agrees not to use either the Enreach System or the Tokens to engage in any of the following businesses, activities, practices, or items:

a. Cryptocurrency trading;

b. Anonymous or numbered accounts or shell banking;

c. Cash and cheque handling, cheque cashing, deposit taking, or cash transfer;

d. Credit repaid or debt restructuring;

e. Financial pyramid or Ponzi schemes;

f. Gabling and gaming;

g. MSBs and PSPs as users;

h. Any industry known to be an illegal industry in Purchaser’s local jurisdiction or in the United Kingdom;

i. Illegal drugs and narcotics;

j. Sale or distribution of stolen goods, including digital and virtual goods, counterfeit goods and violation of intellectual property, or items that violates individual privacy;

k. Any products harmful to human health, such as tobacco, e-cigarettes and e-liquid (pharmacological products are subject to approval);

l. Operating a business that requires a license or special permit without obtaining such license, such as unregulated auction houses;

m. Production of adult or violent content;

n. Production or distribution of offensive weapons, including ammunition, firearms, explosives, complex weapons (i.e., guided missiles), and poisons;

o. Psychic services;

p. Selling, hosting, distributing, producing or promoting offensive materials, including materials that incite or promote racial hatred or discrimination based on gender, race, religion, national origin, physical ability, sexual orientation, or age;

q. Transactions involving human organs; or

r. Sanctioned individuals and entities;

III. Prohibited Jurisdictions.

Purchaser may not to (i) operate, (ii) be owned by any entity that is based in or (iii) send or receive money to the following jurisdictions:

a. Afghanistan;

b. Bahamas;

c. Belarus;

d. Cambodia;

e. Central African Republic;

f. Crimea;

g. Cuba;

h. Democratic Republic of the Congo;

i. Eritrea;

j. Ethiopia;

k. Guinea;

l. Guinea-Bissau;

m. Haiti;

n. Iran;

o. Iraq;

p. Lebanon;

q. Liberia;

r. Libya;

s. Mali;

t. Myanmar (formerly Burma);

u. North Korea;

v. Pakistan;

w. Panama;

x. Russia;

y. Somalia;

z. South Sudan;

aa. Sudan;

bb. Syria;

cc. Trinidad & Tobago;

dd. Ukraine;

ee. Venezuela;

ff. Yemen; or

gg. Zimbabwe;