EXHIBIT C FORM OF SUBSCRIPTION AGREEMENT See AttachedSubscription Agreement • December 13th, 2018 • CERES Coin LLC • Finance services • Illinois
The undersigned (individually and collectively, as applicable; the “Investor”), intending to be legally bound and has executed and delivered this SUBSCRIPTION AGREEMENT (this “Agreement”) as of the date identified on the signature page to this Agreement; provided that this Agreement will not become effective unless and until it has been duly executed by CERES COIN LLC, a Delaware limited liability company (the “Company”) evidencing the Company’s acceptance of Investor’s subscription to purchase the Subscribed Tokens (as defined below), in whole or in part.
EXHIBIT A TOKEN RIGHTS AGREEMENT See AttachedToken Rights Agreement • December 13th, 2018 • CERES Coin LLC • Finance services • Delaware
THE “TOKENS” (AS DEFINED BELOW) ARE PROVIDED SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT THE TOKEN-HOLDER (AS DEFINED BELOW) ACCEPTS AND COMPLIES WITH THEM. THE “TOKEN-HOLDER” (AS DEFINED BELOW): (A) ACCEPTS THIS AGREEMENT AND AGREES THAT IT IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) THE TOKEN-HOLDER OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF THE TOKEN-HOLDER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, THE PERSON AGREEING TO THIS AGREEMENT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE TOKEN-HOLDER AND BIND THE TOKEN-HOLDER TO ITS TERMS. IF THE TOKEN-HOLDER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THE COMPANY (AS DEFINED BELOW) WILL NOT AND DOES NOT AGREE TO OFFER AND/OR SELL ANY TOKENS TO THE TOKEN-HOLDER.
OPERATING AGREEMENTOperating Agreement • December 13th, 2018 • CERES Coin LLC • Finance services • Delaware
This OPERATING AGREEMENT (this “Agreement”) is made as of November 15, 2017, by and among CERES COIN LLC, a Delaware limited liability company (the “Company”), each of the Managers (as hereinafter defined) and each Member (as hereinafter defined) identified on Schedule A attached hereto and made a part hereof (as the same may be amended, modified, supplemented and/or replaced from time to time).
EXHIBIT B COIN RIGHTS AGREEMENT See AttachedCoin Rights Agreement • December 13th, 2018 • CERES Coin LLC • Finance services • Delaware
THE “COINS” (AS DEFINED BELOW) ARE PROVIDED SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT THE COIN-HOLDER (AS DEFINED BELOW) ACCEPTS AND COMPLIES WITH THEM. THE “COIN-HOLDER” (AS DEFINED BELOW): (A) ACCEPTS THIS AGREEMENT AND AGREES THAT IT IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) THE COIN-HOLDER OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF THE COIN-HOLDER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, THE PERSON AGREEING TO THIS AGREEMENT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE COIN-HOLDER AND BIND THE COIN-HOLDER TO ITS TERMS. IF THE COIN-HOLDER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THE COMPANY (AS DEFINED BELOW) WILL NOT AND DOES NOT AGREE TO OFFER AND/OR SELL ANY COINS TO THE COIN-HOLDER.
