ACKNOWLEDGEMENT

THERE IS NO ASSURANCE THAT THE SALE OR PURCHASE OF ANY TOKENS OR RIGHTS TO TOKENS WILL BE DEEMED COMPLIANT BY ANY REGULATORY AUTHORITY, INCLUDING BUT NOT LIMITED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION, INTERNAL REVENUE SERVICE, EUROPEAN SECURITIES AND MARKETS AUTHORITY, ANY EUROPEAN TAX AUTHORITY, ANY OTHER REGULATORY AGENCY OF ANY JURISDICTION, AND ANY AGENCY ENFORCING COMMODITIES LAW OF ANY JURISDICTION. PROSPECTIVE PARTIES TO THIS AGREEMENT SHOULD NOT CONSTRUE THIS AGREEMENT OR ANY OTHER ATTENDANT COMMUNICATIONS AS LEGAL, INVESTMENT, TAX, REGULATORY, FINANCIAL, ACCOUNTING OR OTHER ADVICE. PRIOR TO SELLING OR PURCHASING ANY TOKENS OR RIGHTS THERETO, YOU SHOULD CAREFULLY REVIEW ANY RISK FACTORS THAT ARE PROVIDED OR OTHERWISE ARE RISK FACTORS ASSOCIATED WITH THE PURCHASE OF ANY TOKENS AND CONSULT WITH YOUR OWN LEGAL, INVESTMENT, TAX, ACCOUNTING, AND OTHER ADVISORS TO DETERMINE THE POTENTIAL BENEFITS, BURDENS, RISKS, AND OTHER CONSEQUENCES OF SUCH TRANSACTION. THE TAX AND SECURITIES TREATMENT OF THIS AGREEMENT, THE PURCHASE RIGHTS CONTAINED THEREIN AND ANY TOKEN DISTRIBUTION IS UNCERTAIN. THERE MAY BE ADVERSE TAX, SECURITIES, OR LEGAL CONSEQUENCES FOR TOKEN PURCHASER UPON CERTAIN FUTURE EVENTS. A PURCHASE PURSUANT TO THIS AGREEMENT AND THE PURCHASE OF TOKENS OR RIGHTS PURSUANT THERETO MAY RESULT IN ADVERSE TAX OR SECURITIES CONSEQUENCES TO TOKEN PURCHASERS, INCLUDING BUT NOT LIMITED TO WITHHOLDING TAXES, INCOME TAXES, SALES OR USE TAXES, RESCISSION, TAX REPORTING AND SECURITIES REGISTERING REQUIREMENTS. EACH TOKEN PURCHASER SHOULD CONSULT WITH AND MUST RELY UPON THE ADVICE OF ITS OWN PROFESSIONAL TAX ADVISORS AND ATTORNEYS WITH RESPECT TO THE UNITED STATES AND NON-TAX TREATMENT OF A PURCHASE THROUGH THIS AGREEMENT AND THE RIGHTS CONTAINED THEREIN. THIS SIMPLE AGREEMENT FOR FUTURE TOKENS HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS SIMPLE AGREEMENT FOR FUTURE TOKENS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED HEREIN.

BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER

PLEASE READ THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 6(A) OF THIS AGREEMENT. IT DETERMINES HOW DISPUTES ARE RESOLVED.

SIMPLE AGREEMENT FOR FUTURE TOKENS

This simple agreement for future tokens (“Agreement”) is by and between purchaser and Gluwa, Inc. ("Gluwa" or “Company”). By creating, registering, or otherwise using an account through www.gluwa.com, or any associated websites, APIs, or mobile applications (collectively the "Gluwa Site"), purchase agrees that you have read, understood, and accept all of the terms and conditions contained in this Agreement, as well as our User Agreement, Terms and Conditions/Terms of Use, Privacy Policy, KYC Policy and E-Sign Consent (“Company’s ICO Documents”).

THIS CERTIFIES THAT in exchange for the payment by the undersigned purchaser (the “Purchaser”) of the amount he, she, or it submits for payment on the Gluwa Site (the “Purchase Amount”) on or upon the Purchaser’s submission to purchase any tokens, Gluwa, Inc., a Delaware corporation, hereby issues to the Purchaser the right to certain units of Creditcoin (the “Token” or “Creditcoin”), subject to the terms and conditions set forth below and the Company’s ICO Documents.

1. Events

(a) Network Launch

If there is a Network Launch before the expiration or termination of this Agreement, the Company will automatically issue to the Purchaser a number of units of the Token equal to the Purchase Amount divided by the Discount Price.

In connection with and prior to the issuance of Tokens by the Company to the Purchaser pursuant to this Section 1(a):

  1. The Purchaser will execute and deliver to the Company any and all other transaction documents related to this SAFT, including verification of accredited investor status or non-U.S. person status under the applicable securities laws; and

  2. The Purchaser will provide to the Company a network address for which to allocate Purchaser's Tokens upon the Network Launch.

(b) Termination

This Agreement will expire and terminate upon the issuance of Tokens to the Purchaser pursuant to Section 1(a).

2. Definitions

  • “Discount Price” means the maximum price per Token sold by the Company to the public during the Network Launch multiplied by the Discount Rate. The price per Token shall be determined by the Company and as described on the Gluwa Site.

  • “Discount Rate” is the percentage as stated on Gluwa Site.

  • "Hack" means any virus, trojan horse, worm, backdoor, or other software, hardware, or blockchain code or tool that devices the effect of which is to permit the unauthorized access to, or to disable, erase, modify or otherwise harm or deprive, the Purchaser’s right to use the Token or the Company’s blockchain-based platform(s).

  • “Investigation” means the initiation of any investigation of the Company, Token or any rights associated with the Token by a securities, tax, or financial regulatory agency or entity.

  • “Network Launch” means the development and publicized product launch of a minimum viable product of the Company’s blockchain-based platform.

  • "SAFT" means an agreement containing a future right to units of Tokens purchased by Purchaser, similar in form and content to this agreement, to fund the Company’s development, scale and use of a decentralized blockchain-based computer network (the “Creditcoin Network”) that enables decentralized credit market between blockchain economies.

  • "Token(s)" means the any rights described herein granted to the Purchaser to the Token which may be used by the Purchaser on the Company’s blockchain-based platform. Company retains the right immediately rescind the purchase of any tokens by any Purchaser in the event of Hack (as defined herein this section), or in the event any Investigation (as defined herein this section). Purchaser shall not transfer the Token with the expectation of profit, whether such expectation is explicit or implicit – such transfer shall immediately void all rights of the Purchaser to the Token and Company may take any and all measures to prevent any further use or access to the Token.

3. Company Representations

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.

(b) The execution, delivery and performance by the Company of this Agreement is within the power of the Company and, other than with respect to the actions to be taken when Tokens are to be issued to the Purchaser, has been duly authorized by all necessary actions on the part of the Company. This Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the actual knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.

(d) Company makes no representations or warranties regarding any and all qualifications or filings under all securities and tax laws.

4. Purchaser Representations

(a) The Purchaser has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

(b) The Purchaser intends to use or consume any or all Tokens on the Company’s blockchain-based platform and network, and as described herein after Network Launch. The Purchaser acknowledges that he, she, or it entered into this Agreement to contribute to developing, scaling, or use of the Token and Company’s blockchain-based platform and network.

(c) If Purchaser is a U.S. citizen, resident, or currently domiciled in the United States, this section and the entire Agreement applies to the Purchaser, except for Section 4(e). Purchaser represents and warrants that he, she, or it is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of the Token and is able to incur the cost of the Purchase Price for an indefinite period of time, including but not limited to time for the Network Launch and development, scaling, and use of the Token. Further, Purchaser agrees not to directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer any Token purchased under this Agreement for at least one year after the Company’s public sale has closed, and Purchaser acknowledges that any subsequent resale of the Token may only be effected under a valid registration statement under the Securities Act or a valid exemption therefrom.

(d) If the Purchaser is not a United States person as defined by the Internal Revenue Code of 1986 (as amended), this section and the entire Agreement applies to the Purchaser. Such Purchaser represents that he, she, or it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with purchase of the Token including (i) the legal requirements within its jurisdiction for the purchase of the Token, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) potential tax or securities consequences, if any, that may be relevant to purchase, holding, use sale, or transfer of the Token. Such Purchaser’s payment of the Purchase Price and ownership of the Token will not violate any applicable laws of the Purchaser’s jurisdiction.

(e) If the Purchaser is not a United States person as defined by as defined by Regulation S of the Securities Act, this section and the entire Agreement applies to the Purchaser, except for Section 4(c). Purchaser represents and warrants that he, she, or it is not a U.S. Person as defined by Regulation S of the Securities Act. The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of the Token and is able to incur the cost of the Purchase Price for an indefinite period of time, including but not limited to time for the Network Launch and development, scaling, and use of the Token. Further, Purchaser agrees not to directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer any Token purchased under this Agreement for at least one year after the Company’s public sale has closed, and Purchaser acknowledges that any subsequent resale of the Token may only be effected under a valid registration statement under the Securities Act or a valid exemption therefrom.

(f) Each Purchaser represents that any consideration to be paid for the Token pursuant to this Agreement does not derive from activity that is or was contrary to law or from a person or location that is or was subject of a United States embargo or other economic sanction and that no consideration to be paid for the Token in accordance with this Agreement will provide the basis for any liability for any person under United States’ anti-money laundering laws or economic sanction laws. Each Purchaser represents that neither such Purchaser nor any of its nominees, agents, or affiliates is on the specially designated OFAC list or similar European Union (or UK) watch list.

(g) The Purchaser has been advised that the token has not been registered under any country’s securities laws and, therefore, cannot be resold except in compliance with the applicable country’s laws. The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.

5. Procedures for Purchase of Rights and Valuation of Purchase Amount

(a) The Company will accept payment for the right purchased under this SAFT in Ethereum. Purchaser shall make the required payment to the Company in consideration for Purchaser’s purchase of Token pursuant to the SAFT and through the procedures as set forth on the Gluwa Site.

(b) For purposes of this Agreement, the value of the Purchase Amount shall be deemed in U.S. Dollars whether the Purchaser pays in Ethereum, valued at the Applicable Exchange Rate for U.S. Dollars. The term “Applicable Exchange Rate” shall mean the volume-weighted average daily price of U.S. Dollars across exchange(s)/index(es) in the 24-hour period (Eastern Time) following the day and time that the Company notifies the Purchaser, in writing, that the Company has accepted Purchaser’s offer to purchase the right under this SAFT. The company will Applicable Exchange Rate from: https://api.coinmarketcap.com/v1/ticker/ethereum/

6. Miscellaneous

(a) For any dispute, claim, or controversy concerning this Agreement, Creditcoin, the Company’s ICO Documents, or the Company’s initial coin offering (“Dispute”), Purchaser and Company agree to binding individual arbitration before JAMS Arbitration in Santa Clara County, California under the Arbitration Rules set forth in the JAMS Comprehensive or Streamlined Arbitration Rules and Procedures (whichever set of rules is appropriate based the amount of the Dispute), California Code of Civil Procedure Section 1280 et seq., and pursuant to California law. JAMS arbitration rules can be viewed at: https://www.jamsadr.com/adr-rules-procedures/.THE PARTIES UNDERSTAND THAT BY AGREEING TO ARBITRATE DISPUTES THEY ARE WAIVING ANY RIGHT THEY MIGHT OTHERWISE HAVE TO A JURY TRIAL. Class-action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity are not allowed. Purchaser may not combine individual proceedings without consent of the Company. This arbitration provision is not intended to modify or limit the right of the parties to seek equitable relief, such as an injunction or attachment, through judicial process, which will not be deemed a waiver of the right to demand and obtain arbitration. Company, in its sole discretion, may pay the lesser of: Purchaser’s arbitration fees, or the Purchaser’s out-of-pocket expenses that he or she would have incurred in litigation – the arbitrator shall determine this amount in good-faith. Company and Purchaser acknowledge that each side bears their own respective attorneys’ fees and other expenses to the same extent as if the matter were being heard in court.

(b) This Agreement and the Company’s ICO Documents contains the entire terms of the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto. This Agreement may be amended or modified, and the terms and conditions hereof may be waived, only by a written instrument signed by each of the parties, or in the case of waiver, by the party waiving compliance. No delay on the part of Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of Company of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof.

(c) Any notice required or permitted by this Agreement will be deemed sufficient when sent by email to the relevant address listed on the signature page or provided during registration process for purchase of the Company’s tokens, as subsequently modified by written notice.

(d) The Purchaser is not entitled, as a holder of this Agreement, to vote or receive dividends or be deemed the holder of capital stock of the Company for any purpose, nor will anything contained herein be construed to confer on the Purchaser, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise; provided, however, Purchaser shall be entitled to any and all rights associated with ownership and use of the Token.

(e) Neither this Agreement nor the rights contained herein may be assigned, by operation of law or otherwise, by the Purchaser without the prior written consent of the Company or as otherwise described herein. Company may assign, by operation of law or otherwise, this Agreement or the rights herein.

(f) Any term or provision of this Agreement that is invalid or unenforceable shall not affect the validity or enforceability of the remaining terms and provisions hereof. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.

(g) All rights and obligations hereunder will be governed by the laws of California, without regard to the conflicts of law provisions of such jurisdiction.