DECENTRALIZED CRYPTO FINANCIAL, INC.
Common Stock Subscription Agreement
The securities offered hereby are highly speculative.
Investing in Shares of DECENTRALIZED CRYPTO FINANCIAL, INC.
(?DeCryptoFi? and/or the ?Company?), involves significant risks.
This investment is suitable only for persons who can afford to
lose their entire investment. Furthermore, investors must
understand that such investment could be illiquid for an
indefinite period of time. No public market currently exists for
the securities, and if a public market develops following this
offering, there is no guarantee that it will continue.
The securities offered hereby have not been registered
under the Securities Act of 1933, as amended (the "Securities
Act"), or any state securities or blue-sky laws, and as such,
are being offered and sold in reliance on exemptions from the
registration requirements of the Securities Act and state
securities regulations and blue-sky laws. Although an offering
statement has been filed with the Securities and Exchange
Commission ("SEC"), that offering statement does not include the
same information that would be included in a registration
statement under the Securities Act. The securities have not been
approved or disapproved by the SEC, any state securities
commission or other regulatory authority, nor have any of the
foregoing authorities passed upon the merits of this offering or
the adequacy or accuracy of the offering circular or any other
materials or information made available to subscriber in
connection with this offering through our web-based platform
(the "Platform"). Any representation to the contrary is
unlawful.
No sale may be made to persons in this offering who are
not "accredited investors" if the aggregate purchase price is
more than 10% of the greater of such investors' annual income or
net worth. The Company is relying on the representations and
warranties set forth by each subscriber in this subscription
agreement and the other information provided by subscriber in
connection with this offering to determine compliance with this
requirement.
Prospective investors may not treat the contents of the
subscription agreement, the offering circular or any of the
other materials made available on the Platform (collectively,
the "Offering Materials") or any prior or subsequent
communications from the Company or any of its officers,
employees or agents as investment, legal or tax advice. In
making an investment decision, investors must rely on their own
examination of the Company and the terms of this offering,
including the merits and the risks involved. Each prospective
investor should consult his or her own counsel, accountant and
other professional advisor as to investment, legal, tax and
other related matters concerning the investor's proposed
investment.
The Company reserves the right in its sole discretion and
for any reason whatsoever to modify, amend or withdraw any
portion of this offering. Further, the Company has the authority
to accept or reject in whole or in part any prospective
investment in the securities or to allot to any prospective
investor less than the amount of securities such investor
desires to purchase.
Except as otherwise indicated, the Offering Materials
speak as of the date of the most recent offering circular.
Neither the delivery nor the purchase of the securities shall,
under any
circumstances, create any implication that there has not been a
change in the affairs of the Company since said date.
This agreement (the ?Agreement") is made as of the date
set forth below by and between the undersigned ("Subscriber")
and DeCryptoFi., a Delaware corporation, and is intended to set
forth certain representations, covenants and agreements between
Subscriber and the Company with respect to the offering (the
"Offering") for sale by the Company in Shares of its common
stock (the "Shares") as described in the Company's Offering
Circular (the "Offering Circular")"a copy of which has been
provided to Subscriber, or will immediately be provided to
Subscriber. Further, a copy of the Offering Circular and all
other public filings can be found via the Electronic Data
Gathering Analysis and Retrieval system (?XXXXX?) database, at
xxxxx://xxx.xxx.xxx/xxxxx.xxxxx. The Shares are also referred to
herein as the "Securities.?
ARTICLE I SUBSCRIPTION
1.01 Subscription: Subject to the terms and conditions hereof,
Subscriber hereby irrevocably subscribes for and agrees to
purchase from the Company the number of Shares set forth on the
Subscription Agreement Signature Page, and the Company agrees to
sell such Shares to Subscriber at a purchase price of $0.10 per
Share for the total amount set forth on the Subscription
Agreement Signature Page (the "Purchase Price"), subject to the
Company's right to sell to Subscriber such lesser number of
Shares as the Company may, in its sole discretion, deem
necessary or desirable.
1.02 Delivery of Subscription Amount; Acceptance of
Subscription; Delivery of Securities: Subscriber understands and
agrees that this subscription is made subject to the following
terms and conditions:
(a) Contemporaneously with the execution and delivery of this
Agreement, Subscriber shall pay the purchase price for the
Shares via the Company?s online web platform found at
xxx.xxxxxxxxxx.xxx with the instructions set forth:
(b) Payment of the purchase price shall be received by
DeCryptoFi via its online web platform at xxx.xxxxxxxxxx.xxx.
(c) This subscription shall be deemed to be complete only
when this Agreement has been accepted by an authorized officer
or agent of the Company. The deposit of the payment of the
purchase price for clearance alone will not be deemed an
acceptance of this Agreement.
(d) The Company shall have the right to reject this
subscription, in whole or in part.
(e) The payment of the Subscription Amount (or, in the case
of rejection of a portion of the Subscriber's subscription, the
part of the payment relating to such rejected portion) will be
returned promptly --without interest or deduction -- if
Subscriber's subscription is rejected in whole or in part or if
the Offering is withdrawn or cancelled.
_
ARTICLE II REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER
By executing this Subscription Agreement, Subscriber (and,
if Subscriber is purchasing the Securities subscribed for hereby
in a fiduciary capacity, the person or persons for whom
Subscriber is so purchasing) represents and warrants that all
statements contained herein are true and complete in all
material respects as of the date of each Closing Date:
2.01 Requisite Power and Authority: Such Subscriber has all
necessary power andauthority under all applicable provisions of
law to execute and deliver this Subscription Agreement. All
action on Subscriber's part required for the lawful execution
and delivery of this Subscription Agreement has been or will be
effectively taken. Upon execution and delivery, this
Subscription Agreement will be a valid and binding obligation of
Subscriber, enforceable in accordance with its terms, except (a)
as limited by applicable laws of general application affecting
Anti-Money Laundering (?AML?) obligations, and (b) enforcement
of creditors' rights.
2.02 Investment Representations: Subscriber understands that the
Securities have not been registered under the Securities Act.
Subscriber also understands that the Securities are being
offered and sold pursuant to an exemption from registration
contained in the Securities Act based in part upon Subscriber's
representations contained in this Subscription Agreement.
2.03 Illiquidity and Continued Economic Risk: Subscriber
acknowledges and agrees that there is no readily available
public market for the Securities and that there is no guarantee
that a market for their resale will ever exist. Subscriber must
bear the economic risk of this investment indefinitely and the
Company currently has no obligation to list the Securities on
any market or take any steps (including registration under the
Securities Act or the Securities Exchange Act of 1934, as
amended) with respect to facilitating trading or resale of the
Securities. Subscriber acknowledges that Subscriber is able to
bear the economic risk of losing Subscriber's entire investment
in the Securities. Subscriber also understands that an
investment in the Company involves significant risks and
thoroughly understands all of the risk factors relating to the
purchase of Securities.
2.04 Accredited Investor Status or Investment Limits: Subscriber
represents that either:
(a) Subscriber is an "accredited investor"1 within the
meaning of Rule 501 of Regulation D under the Securities Act.
Subscriber represents and warrants that the information set
forth in the Subscription Agreement Signature Page hereto
concerning Subscriber is true and correct; or
1 Accredited investor shall mean any person who comes within any
of the following categories, or who the issuer reasonably
believes comes within any of the following categories, at the
time of the sale of the securities to that person:
(1) Any bank as defined in section 3(a)(2) of the Act, or any
savings and loan association or other institution as defined in
section 3(a)(5)(A) of the Act whether acting in its individual
or fiduciary capacity; any broker or dealer registered pursuant
to section 15 of the Securities Exchange Act of 1934; any
insurance company as defined in section 2(a)(13) of the Act; any
investment company registered under the Investment Company Act
of 1940 or a business development company as defined in section
2(a)(48) of that Act; any Small Business Investment Company
licensed by the U.S. Small Business Administration under section
301(c) or (d) of the Small Business Investment Act of 1958; any
plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its
political subdivisions, for the benefit of its employees, if
such plan has total assets in excess of $5,000,000; any employee
benefit plan within the meaning of the Employee Retirement
Income Security Act of 1974 if the investment decision is made
by a plan fiduciary, as defined in section 3(21) of such act,
which is either a bank, savings and loan association, insurance
company, or registered investment adviser, or if the employee
benefit plan has total assets in excess of $5,000,000 or, if a
self- directed plan, with investment decisions made solely by
persons that are accredited investors;
(2) Any private business development company as defined in
section 202(a)(22) of the Investment Advisers Act of 1940;
(3) Any organization described in section 501(c)(3) of the
Internal Revenue Code, corporation, Massachusetts or similar
business trust, or partnership, not formed for the specific
purpose of acquiring the securities offered, with total assets
in excess of $5,000,000;
(b) The Purchase Price of the Subscription Agreement
Signature Page, together with any other amounts previously used
to purchase Securities in this offering, does not exceed 10% of
the greater of the Subscriber's annual income or net worth.
Subscriber represents that to the extent Subscriber has any
questions with respect to its status as an accredited investor,
or the application of the investment limits, Subscriber has
sought professional advice.
2.05 Shareholder Information: Within 5 business days after
receipt of a request from the Company, Subscriber hereby agrees
to provide such information with respect to its status as a
shareholder (or potential shareholder) and to execute and
deliver such documents as may reasonably be necessary to comply
with any and all laws and regulations to which the Company is or
may become subject, including, without limitation, the need to
determine the accredited status of the Company's shareholders.
Subscriber further agrees that in the event it transfers any
Securities, it will require the transferee of such Securities to
agree to provide relevant information to the Company as a
condition of such transfer.
2.06 Company Information: Subscriber has read the Offering
Circular filed with the SEC, including the section titled "Risk
Factors." Subscriber understands that the Company is subject to
all the risks that apply to early-stage companies, whether or
not those risks are explicitly set out in the Offering Circular.
Subscriber acknowledges that no representations or warranties
have been made to Subscriber, or to Subscriber's advisors or
representatives, by the Company or others with respect to the
business or prospects of the Company or its financial condition.
2.07 Valuation: Subscriber acknowledges that the price of the
Securities was set by the Company on the basis of the Company's
internal valuation and no warranties are made as to value.
Subscriber further acknowledges that future offerings of
Securities may be made at lower valuations, which may result
that the Subscriber's initial investment will bear a lower
valuation.
2.08 Domicile: Subscriber is domiciled in the United States and
maintains such domicile (and is not a transient or temporary
resident) at the address provided on the signature page.
2.09 No Brokerage Fees: There are no claims for brokerage
commission, finders' fees or similar compensation in connection
with the transactions contemplated by this Subscription
Agreement or related documents based on any arrangement or
agreement binding upon Subscriber. Subscriber will indemnify and
hold the Company harmless against any liability,loss or expense
(including, without limitation, reasonable attorneys' fees and
out-of-pocket expenses) arising in connection with any such
claim.
(4) Any director, executive officer, or general partner of the
issuer of the securities being offered or sold, or any director,
executive officer, or general partner of a general partner of
that issuer;
(5) Any natural person whose individual net worth, or joint net
worth with that person's spouse, exceeds $1,000,000.
(i) for purposes of calculating net worth:
(A) The person's primary residence shall not be included as an
asset.
(B) Indebtedness that is secured by the person's primary
residence, up to the estimated fair market value of the primary
residence at the time of the sale of securities, shall not be
included as a liability (except that if the amount of such
indebtedness outstanding at the time of sale of securities
exceeds the amount outstanding 60 days before such time, other
than as a result of the acquisition of the primary residence,
the amount of such excess shall be included as a liability); and
(C) Indebtedness that is secured by the person's primary
residence in excess of the estimated fair market value of the
primary residence at the time of the sale of securities shall be
included as a liability.
DECRYPTOFI SUBSCRIPTION AGREEMENT SIGNATURE PAGE
The undersigned, desiring to purchase Shares of common stock of
DeCryptoFi., by executing this signature page, hereby executes,
adopts and agrees to all terms, conditions and representations
of the Subscription Agreement.
ADDITIONAL FEES
Subscriber acknowledges that he or she will incur additional
processing fees, depending on Subscriber?s payment method. The
Company is equipped to accept payment from two payment
processors, Braintree and Bitpay.
Braintree?s fee structure is 2.9% + $.30 per transaction. There
is also a 1% fee applied when the Subscriber?s credit card is
issued outside the United States, and a $15.00 fee when someone
initiates a chargeback through the Subscriber?s credit card. For
ACH payments, Braintree charges a .75% per transaction fee,
capped at a maximum of $5.00.
Bitpay charges a 1% fee for all transactions.
Subscriber understands that he or she shall incur the cost(s) of
these fees.
Lastly, DeCryptoFi reserves the right to accept other Real
Assets not listed in exchange for shares and the subscriber
agrees to pay any fees related to the Real Assets transfer of
ownership.
Number of Shares Purchased: _ Price: $0.10 per share
Name of Subscriber:
Telephone Number: Email Address:
Tax Identification Number (TIN): Signature:
Full Name and Title of Authorized Signatory (if applicable):
Address for Mailing Purposes (street, city, state and zip code.
NO PO BOXES): Street:
City and State:
Zip Code:
