V1 Updated April 14, 2023
THE OFFER AND SALE OF THE INTERESTS DESCRIBED HEREUNDER HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION. THIS OFFERING IS BEING MADE ONLY OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS (AS DEFINED IN SECTION 902 OF REGULATION S UNDER THE SECURITIES ACT) (AND ONLY IN JURISDICTIONS WHERE SUCH OFFER AND SALE IS PERMITTED UNDER APPLICABLE LAW) IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT, AS APPLICABLE TO THE INTERESTS. THE INTERESTS, SHOULD THEY BE DEEMED SECURITIES UNDER APPLICABLE LAW, MAY NOT BE TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT AS WOULD BE PERMITTED UNDER THE SECURITIES ACT OR APPLICABLE STATE AND FOREIGN SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
NOTICE TO RESIDENTS OF THE BRITISH VIRGIN ISLANDS
NO INVITATION HAS BEEN OR WILL BE MADE BY OR ON BEHALF OF THE COMPANY TO THE PUBLIC IN THE BRITISH VIRGIN ISLANDS TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES.
NOTICE TO RESIDENTS OF CANADA
UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF A SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT THE ISSUER BECOMES A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.
NOTICE TO RESIDENTS OF THE CAYMAN ISLANDS
NO INVITATION HAS BEEN OR WILL BE MADE BY OR ON BEHALF OF THE COMPANY TO THE PUBLIC IN THE CAYMAN ISLANDS TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES.
NOTICE TO RESIDENTS OF CHINA
THE RIGHTS ARE NOT BEING OFFERED OR SOLD AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE PEOPLE’S REPUBLIC OF CHINA (FOR SUCH PURPOSES, NOT INCLUDING THE HONG KONG AND MACAU SPECIAL ADMINISTRATIVE REGIONS OR TAIWAN), EXCEPT AS PERMITTED BY THE SECURITIES AND OTHER LAWS AND REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA
NOTICE TO RESIDENTS OF CUBA, IRAN, NORTH KOREA, SYRIA AND THE CRIMEA REGION
THIS INTEREST IS NOT BEING OFFERED OR DISTRIBUTED TO ANY RESIDENT OF OR ANY PERSON LOCATED OR DOMICILED IN CUBA, IRAN, NORTH KOREA, SYRIA, THE CRIMEA REGION OR ANY OTHER COUNTRY OR TERRITORY THAT IS SUBJECT OF COUNTRY-WIDE OR TERRITORY-WIDE SANCTIONS.
NOTICE TO RESIDENTS OF HONG KONG
NO ACTION HAS BEEN TAKEN TO PERMIT AN OFFERING OF THE INTERESTS TO THE PUBLIC IN HONG KONG AS THE INTERESTS HAVE NOT BEEN AUTHORIZED BY THE SECURITIES AND FUTURES COMMISSION OF HONG KONG AND, ACCORDINGLY, NO ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE INTERESTS, WHETHER IN HONG KONG OR ELSEWHERE, SHALL BE ISSUED, CIRCULATED OR DISTRIBUTED WHICH IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC IN HONG KONG OTHER THAN (I) WITH RESPECT TO THE INTERESTS WHICH ARE OR ARE INTENDED TO BE DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO PROFESSIONAL INVESTORS WITHIN THE MEANING OF THE SECURITIES AND FUTURES ORDINANCE (CAP. 571) OF HONG KONG (SFO) AND ANY RULES MADE THEREUNDER OR (II) IN CIRCUMSTANCES THAT DO NOT CONSTITUTE AN INVITATION TO THE PUBLIC FOR THE PURPOSES OF THE SFO.
NOTICE TO RESIDENTS OF SINGAPORE
THE AGENT AND EACH DEALER REPRESENT AND AGREE THAT THEY WILL NOT OFFER OR SELL THE INTERESTS NOR MAKE THE INTERESTS THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, NOR WILL THEY CIRCULATE OR DISTRIBUTE THIS AGREEMENT AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT OR PROSPECTUS OR ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR PS-29 SUBSCRIPTION OR PURCHASE, OF THE INTERESTS, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN SINGAPORE OTHER THAN: (A) AN INSTITUTIONAL INVESTOR (AS DEFINED IN SECTION 4A OF THE SECURITIES AND FUTURES ACT (CHAPTER 289) OF SINGAPORE (THE SFA)); (B) AN ACCREDITED INVESTOR (AS DEFINED IN SECTION 4A OF THE SFA) AND IN ACCORDANCE WITH THE CONDITIONS, SPECIFIED IN SECTION 275 OF THE SFA; (C) A PERSON WHO ACQUIRES THE INTERESTS FOR AN AGGREGATE CONSIDERATION OF NOT LESS THAN SINGAPORE DOLLARS TWO HUNDRED THOUSAND (S$200,000) (OR ITS EQUIVALENT IN A FOREIGN CURRENCY) FOR EACH TRANSACTION, WHETHER SUCH AMOUNT IS PAID FOR IN CASH, BY EXCHANGE OF SHARES OR OTHER ASSETS, UNLESS OTHERWISE PERMITTED BY LAW; OR (D) OTHERWISE PURSUANT TO, AND IN ACCORDANCE WITH THE CONDITIONS OF, ANY OTHER APPLICABLE PROVISION OF THE SFA.
NOTICE TO RESIDENTS OF THE UNITED KINGDOM
IN THE UNITED KINGDOM THIS DOCUMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT (AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH): (i) INVESTMENT PROFESSIONALS (WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE ‘‘FPO’’)); (ii) PERSONS OR ENTITIES OF A KIND DESCRIBED IN ARTICLE 49 OF THE FPO; (iii) CERTIFIED SOPHISTICATED INVESTORS (WITHIN THE MEANING OF ARTICLE 50(1) OF THE FPO); AND (iv) OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS ‘‘RELEVANT PERSONS’’). THIS DOCUMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON. ANY INVESTMENT TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO (AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH) RELEVANT PERSONS. THIS DOCUMENT IS DIRECTED ONLY AT RELEVANT PERSONS AND PERSONS WHO ARE NOT RELEVANT PERSONS SHOULD NOT TAKE ANY ACTION BASED UPON THIS DOCUMENT AND SHOULD NOT RELY ON IT. IT IS A CONDITION OF YOU RECEIVING AND RETAINING THIS DOCUMENT THAT YOU WARRANT TO THE COMPANY, ITS DIRECTORS, AND ITS OFFICERS THAT YOU ARE A RELEVANT PERSON.
THIS INTEREST IS NOT BEING OFFERED OR DISTRIBUTED TO ANY RESIDENT OF OR ANY PERSON LOCATED OR DOMICILED WHERE SUCH OFFERING IS PROHIBITED, RESTRICTED OR UNAUTHORIZED IN ANY FORM OR MANNER WHETHER IN FULL OR IN PART UNDER THE LAWS, REGULATORY REQUIREMENTS OR RULES IN SUCH JURISDICTION.
A PURCHASE OF THE INTERESTS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY REVIEW THIS AGREEMENT, TOGETHER WITH ALL OF THE OTHER INFORMATION CONTAINED IN THIS AGREEMENT, BEFORE MAKING A PURCHASE DECISION.
ALTA Finance Inc.
This Investment Agreement (this “Agreement”) is entered into on the date of smart contract interaction (the “Effective Date”) by and between ALTA Finance Inc., a Wyoming Corporation, (the “Company”, “ALTA Finance”), and wallet address connected to ALTA Finance services (the “Investor”).
Company Structure: ALTA Finance Inc., a Wyoming Corporation. The Chief Executive Officer of ALTA Finance Inc. is:
Jeremy Crane, CEO
Purpose of the Agreement. Investor desires to invest in a promissory note of ALTA Finance Inc., and the Company desires to accept Investor’s investment, on the terms and conditions set forth in this Agreement.
Therefore, the parties, intending to be legally bound, hereby agree as follows:
1. Investment in Note. On the terms and subject to the conditions set forth in this Agreement, Investor agrees to lend to ALTA Finance Inc. the principal sum of submitted bond contract amount according to the transaction hash in USD (the “Loan”) originally contributed to the Company by the Investor in the form of smart contract stablecoin accepted, which was of an equivalent value in USD to the Loan amount at the time of such Loan, subject to the terms contained in the form of Promissory Note attached as Exhibit A (the “Note”) and the Bond Terms attached as Exhibit B, and the Company agrees to accept the Loan from Investor. Contemporaneously with the execution and delivery of this Agreement: (a) the Company is issuing the Note to Investor; and (b) Investor is delivering to the Company the principal amount of the Loan in guaranteed funds.
2. Representations and Warranties of the Company. In connection with the Company’s issuance of the Note to Investor, the Company represents and warrants to Investor as follows:
2.1 Organization. The Company is a corporation duly organized and validly existing under the laws of the State of Wyoming.
2.2 Authorization. The execution and delivery of this Agreement, and the issuance of the Note, have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms.
2.3 Business and Structure of the Company. The Company is a corporation organized under the laws of the State of Delaware. The Company business is to, among other things, borrow funds from lenders through the issuance of promissory notes and to enter into agreements to purchase, develop, rehab and/or sell residential and commercial properties on a regular basis.
2.4 Title to Properties and Assets. The Company has good title to all of its material properties and assets.
2.5 Taxes. The Company has filed or obtained presently effective extensions with respect to all federal, state, county and local tax returns and reports currently due, if any. All such returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due. No taxing authority has raised any issues concerning the Company’s liability for taxes; and there is no tax lien of any kind outstanding against the Company’s business or assets.
2.6 Litigation. To the Company’s best knowledge, there is no legal action, suit, proceeding or investigation pending or threatened against the Company.
2.7 Material Contracts. The Company enters into agreements to purchase and sell commercial and residential properties on a regular basis (collectively, “Real Estate Contracts”), and other loan agreements, instruments and obligations to which the Company is a party, by which the Company is bound or which affect the Company’s business (collectively, “Other Material Contracts”). The Real Estate Contracts and Other Material Contracts shall be collectively referred to in this Agreement as the “Contracts.” The Company has provided Investor with access to correct and complete copies of all Other Material Contracts in effect on the date of this Agreement to the extent requested by Investor. Each of the Other Material Contracts is valid, binding and in full force and effect. The Company is not in material default under and has not materially breached any of the Contracts. To the Company’s knowledge, no other party is in material breach or default under any of the Contracts.
2.8 Address. The Company’s principal place of business is located at ALTA Finance Inc., 1280 S 800 E, Suite 200, Orem, UT 84097 (Utah County).
Additional information about the Company can be found on the Company’s website: alta.finance.
3. Representations and Warranties of Investor. In connection with Investor’s investment in the Note, Investor represents and warrants to the Company as follows:
3.1 Investor Qualification. Investor acknowledges and agrees that it is required to meet certain requirements in order to participate in this Offering, including the Investor’s residency and citizenship requirements, as well as compliance with this Agreement. Investor acknowledges and agrees that, in the event the Company determines that Investor does not meet the Company’s requirements for Investors hereunder (as determined by the Company in its sole discretion), the Company may immediately and without notice rescind or terminate, as applicable, this Agreement and the Note, notwithstanding Investor’s compliance with this Agreement, or that the Company may have delivered a signature page to this Agreement.
3.2 Power and Authority. Investor has all requisite power and authority to enter into and perform his or her obligations under this Agreement.
3.3 Authorization. This Agreement has been duly executed by Investor and constitutes a legal, valid and binding obligation of Investor, enforceable in accordance with its terms.
3.4 Purchase Entirely for Own Account. This Agreement is made with the Investor in reliance upon the Investor’s representation to the Company, which by the Investor’s execution of this Agreement, the Investor hereby confirms, that the Note to be acquired by the Investor will be acquired for investment for the Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Investor has no present intention of selling, granting any participation in or otherwise distributing the same. By executing this Agreement, the Investor further represents that the Investor does not presently 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 any of the Notes. The Investor has not been formed for the specific purpose of acquiring the Notes.
3.5 Review of Documents. Investor has received from the Company access to certain business and financial documents regarding the Company and Investor has carefully reviewed the documents provided by the Company. No director or officer of the Company has made any oral representation or furnished any oral information to Investor or any advisor of Investor in connection with the issuance of the Note that is in any way inconsistent with the foregoing documents.
3.6 Access to Additional Information. Investor has been given the opportunity to ask questions of and receive answers from the Company and its directors and officers regarding the terms and conditions of Investor’s investment in the Note and all material aspects of the Company’s business, properties, services and financial affairs. Investor has received from the Company all additional nonproprietary information that Investor has requested and that the Company possesses or can acquire without unreasonable effort or expense in order to evaluate an investment in the Company and to verify the accuracy of the information contained in the schedules and documents listed in Section 2. As a result of these inquiries, Investor has acquired sufficient information about the Company to reach an informed and knowledgeable decision to invest in the Company and acquire the Note.
3.7 Professional Advice. Investor has carefully considered and, to the extent it believes necessary, has consulted with its professional legal, tax and/or financial advisor(s) regarding the risks associated with investing in the Note and the suitability of an investment in the Note for Investor.
3.8 Investment Decision. Investor acknowledges that Investor (a) can bear the economic risk of investing in the Company; and (b) either (i) has such knowledge and experience in financial and business matters, which may include the analysis of or participation in offerings of non-listed and non-registered securities, that Investor is capable of evaluating the merits and risks of investing in the Company, or (ii) is being advised by others such that they and Investor together are capable of making such an evaluation.
3.9 Compliance with Securities Laws. The Investor understands that the Note has not been, and will not be, registered under the Securities Act or any applicable state securities laws, by reason of a specific exemption from the registration provisions of the Securities Act and other applicable state securities laws which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein. The Investor understands that the Note may be deemed “securities” or “restricted securities” under applicable United States federal and state securities laws and that, pursuant to these laws, the Investor may be required to hold the Note indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities or an exemption from such registration and qualification requirements is available. The Investor acknowledges that the Company has no obligation to register or qualify the Note for resale, and exemptions from registration and qualification may not be available or may not permit the Investor to transfer all or any of the Note in the amounts or at the times proposed by the Investor. The Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Note, and on requirements relating to the Company which are outside of the Investor’s control, and which the Company is under no obligation and may not be able to satisfy.
3.10 No Public Market. The Investor understands that no public market now exists for the Note, and that the Company has not made any assurances that a public market will ever exist for the Note and the Company is not under any obligation to register or qualify the Note under the laws of any Governmental Authority.
3.11 Residence. The Investor maintains its domicile at the address shown in the signature page of this Agreement and/or on the information provide to ALTA Finance Inc. and the Investor is not merely transient or temporarily resident there.
3.12 Legends. The Investor understands that the Notes may be deemed to bear any one or more of the following legends: (a) any legend required by the securities laws of any state to the extent such laws are applicable to the Notes represented by the certificate so legended, and (b): the following legend (and even without such legend the following restrictions apply):
THE NOTES PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED TO HOLD FOR THE LONG TERM AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNLESS SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
3.13 OFAC. Neither the Investor, nor, if applicable, any of its affiliates or direct or indirect beneficial owners; (i) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), nor are they otherwise a party with which the Company is prohibited to deal under the laws of the United States; (ii) is a person identified as a terrorist organization on any other relevant lists maintained by any Governmental Authority; (iii) is identified on, or is employed by or associated with an entity that is identified on, the sanctions lists adopted by the United Nations and the European Union to such extent such sanctions are extended by the UK Government to its Overseas Territories or (iv) unless otherwise disclosed in writing to the Company prior to the date of this Agreement, is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure. The Investor further represents and warrants that, if applicable, the Investor: (a) has conducted thorough due diligence with respect to all of its beneficial owners; (b) has established the identities of all direct and indirect beneficial owners and the source of each beneficial owners’ funds; and (c) will retain evidence of those identities, any source of funds and any due diligence.
3.14 Reporting. The Purchaser further consents to the reporting of the information provided pursuant to Company, including, but not limited to, the value of the Purchaser’s purchase of Tokens to the IRS or any other governmental authority if the Company is required to do so under FATCA. As used in this Section, “FATCA” means one or more of the following: (i) Sections 1471 through 1474 of the Code and any associated legislation, regulations or guidance, or similar legislation, regulations or guidance enacted in any other jurisdiction which seeks to implement equivalent tax reporting, financial or tax information sharing, and/or withholding tax regimes, including but not limited to the OECD Common Reporting Standard, (ii) any intergovernmental agreement, treaty or any other arrangement between the United States and an applicable foreign country, entered into to facilitate, implement, comply with or supplement the legislation, regulations or guidance described in the foregoing clause (i), and (iii) any legislation, regulations or guidance implemented in a jurisdiction to give effect to the foregoing clauses (i) or (ii).
3.15 Acknowledgements. The Purchaser understands and acknowledges that this TSA and the Confidential Information Statement shall not be construed as an invitation (to the public in the British Virgin Islands or otherwise) to subscribe for any securities, and you understand and acknowledge that no actions of, or documentation issued by the Company, shall be construed as such. The Purchaser understands and acknowledges that the Company is not registered with or licensed by any financial regulatory authority in the British Virgin Islands or elsewhere. Accordingly, no British Virgin Islands or other financial regulatory authority has passed upon the contents of this TSA or the Confidential Information Statement or the merits of purchasing Tokens, nor have the TSA or the Confidential Information Statement been filed with, or reviewed by any British Virgin Islands or other financial regulatory authority.
4. Sources and Uses of Funds. The Investor further represents, warrants and agrees as follows:
4.1 No payment or other transfer of value to the Company and no payment or other transfer of value to the Company shall cause the Company to be in violation of applicable U.S. federal or state or non-U.S. laws or regulations, including, without limitation, anti-money laundering, economic sanctions, anti-bribery or anti-boycott laws or regulations, the Patriot Act or the various statutes, regulations and executive orders administered by OFAC (“OFAC Regulations”).
4.2 No payment or other transfer of value to the Company is or will be derived from, pledged for the benefit of, or related in any way to, (i) the government of any country designated by the U.S. Secretary of State or other Governmental Authority as a country supporting international terrorism, (ii) property that is blocked under any OFAC Regulations or that would be blocked under OFAC Regulations if it were in the custody of a U.S. national, (iii) persons to whom U.S. nationals cannot lawfully export services, or with whom U.S. nationals cannot lawfully engage in transactions under OFAC Regulations, (iv) the government of any country that has been designated as a non-cooperative country or designated by the U.S. Secretary of the Treasury or other Governmental Authority as a money laundering jurisdiction or (v) directly or indirectly, any illegal activities. The Investor acknowledges that money laundering laws may require the Company to collect documentation verifying the identity and the source of funds used to acquire the Note before, and from time to time after, the date of this Agreement.
4.3 All payments or other transfer of value to the Company by the Investor will be made through an account (or virtual currency public address whose associated balance, either directly or indirectly, has been funded by such an account) located in a jurisdiction that does not appear on the list of boycotted countries published by the U.S. Department of Treasury pursuant to § 999(a)(3) of the Code as in effect at the time of the payment or other transfer of value. In the event that the Investor is, receives deposits from, makes payments to or conducts transactions relating to a non-U.S. banking institution (a “Non-U.S. Bank”) in connection with the acquisition of the Notes, the Non-U.S. Bank: (i) has a fixed address, other than an electronic address or a post office box, in a country in which it is authorized to conduct banking activities, (ii) employs one or more individuals on a full-time basis, (iii) maintains operating records related to its banking activities, (iv) is subject to inspection by the banking authority that licensed it to conduct banking activities and (v) does not provide banking services to any other Non-U.S. Bank that does not have a physical presence in any country and that is not a registered affiliate.
5. Regulation S Representations and Restrictions. Investor hereby agrees and represents to the Company as follows:
5.1 Investor is not a U.S. Person as defined in Rule 902(k) of Regulation S under the Securities Act of 1933, as amended (“Securities Act”). The offer and sale of the Notes 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 Investor is not acquiring the Notes for the account or benefit of any U.S. Person;
5.2 Investor will not, during the restricted period that is applicable to the Notes set forth in the legend set forth below (the “Restricted Period”) and to any certificate representing the Notes, offer or sell any of the foregoing (or create or maintain any derivative position equivalent thereto) in the United States, to or for the account or benefit of a U.S. Person or other than in accordance with Regulation S, or engage in hedging transactions with regard to the Notes prior to the expiration of the Restricted Period; and
5.3 Investor will, after the expiration of the applicable Restricted Period, offer, sell, pledge or otherwise transfer the Notes (or create or maintain any derivative position equivalent thereto) only pursuant to registration under the Securities Act or any available exemption therefrom and, in any case, in accordance with applicable state securities laws.
5.4 Investor acknowledges and agrees that the Notes will be deemed to bear the legend set forth below (in addition to any other legends required by applicable federal, state or foreign securities laws or provided in any other agreement with the Company):
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, AND THE COMPANY DOES NOT INTEND TO REGISTER THEM. PRIOR TO THE ONE-YEAR ANNIVERSARY OF THE DATE OF TOKEN DELIVERY, THE NOTES MAY NOT BE OFFERED OR SOLD (INCLUDING OPENING A SHORT POSITION IN SUCH NOTES) IN THE UNITED STATES OR TO U.S. PERSONS AS DEFINED BY RULE 902(k) ADOPTED UNDER THE ACT, OTHER THAN TO DISTRIBUTORS, UNLESS THE NOTES ARE REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE, OR THE NOTES ARE NOT SUBJECT TO THE SECURITIES LAWS. PRIOR TO THE ONE-YEAR ANNIVERSARY OF THE DATE OF TOKEN DELIVERY, YOU MAY RESELL SUCH INTERESTS ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR OTHERWISE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S OF THE ACT, OR IN TRANSACTIONS EFFECTED OUTSIDE OF THE UNITED STATES PROVIDED THEY DO NOT SOLICIT (AND NO ONE ACTING ON THEIR BEHALF SOLICITS) INVESTORS IN THE UNITED STATES OR OTHERWISE ENGAGE(S) IN SELLING EFFORTS IN THE UNITED STATES AND PROVIDED THAT HEDGING TRANSACTIONS INVOLVING THESE INTERESTS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. A HOLDER OF THE NOTES WHO IS A DISTRIBUTOR, DEALER, SUB-UNDERWRITER OR OTHER SECURITIES PROFESSIONAL, IN ADDITION, CANNOT, PRIOR TO THE ONE YEAR ANNIVERSARY OF THE DATE OF TOKEN DELIVERY, RESELL THE NOTES TO A U.S. PERSON AS DEFINED BY RULE 902(k) OF REGULATION S UNLESS THE NOTES ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.
5.5 Neither the Investor nor any person acting on its behalf has engaged, or will engage, in any directed selling efforts to U.S. Persons with respect to the Notes. The purchase of the Notes herein has not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the requirements of the Securities Act.
5.6 Neither the Investor nor any person acting on its behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the Notes. Investor agrees not to cause any advertising of the Notes to be published in any publication or posted in any public space and not to issue any circular relating to the Notes in the United States.
5.7 Reporting. The Purchaser further consents to the reporting of the information provided pursuant to Company, including, but not limited to, the value of the Purchaser’s purchase of Tokens to the IRS or any other governmental authority if the Company is required to do so under FATCA. As used in this Section, “FATCA” means one or more of the following: (i) Sections 1471 through 1474 of the Code and any associated legislation, regulations or guidance, or similar legislation, regulations or guidance enacted in any other jurisdiction which seeks to implement equivalent tax reporting, financial or tax information sharing, and/or withholding tax regimes, including but not limited to the OECD Common Reporting Standard, (ii) any intergovernmental agreement, treaty or any other arrangement between the United States and an applicable foreign country, entered into to facilitate, implement, comply with or supplement the legislation, regulations or guidance described in the foregoing clause (i), and (iii) any legislation, regulations or guidance implemented in a jurisdiction to give effect to the foregoing clauses (i) or (ii).
5.8 Acknowledgements. The Purchaser understands and acknowledges that this TSA and the Confidential Information Statement shall not be construed as an invitation (to the public in the British Virgin Islands or otherwise) to subscribe for any securities, and you understand and acknowledge that no actions of, or documentation issued by the Company, shall be construed as such. The Purchaser understands and acknowledges that the Company is not registered with or licensed by any financial regulatory authority in the British Virgin Islands or elsewhere. Accordingly, no British Virgin Islands or other financial regulatory authority has passed upon the contents of this TSA or the Confidential Information Statement or the merits of purchasing Tokens, nor have the TSA or the Confidential Information Statement been filed with, or reviewed by any British Virgin Islands or other financial regulatory authority.
6. Use of Proceeds. Investor acknowledges that the Company intends to use the proceeds of the Note for working capital purposes, including, but not limited to, conducting its Real Estate investment business.
7. Acknowledgment of Risks by Investor. Investor understands and acknowledges that investment in the Company is speculative and involves substantial risks, including, but not limited to the following:
7.1 Operating History. ALTA Finance Inc. has an operating history of less than one (1) year. The Company has not been used for anything and therefore has not made a profit. The likelihood of the Company’s success must be considered in light of the problems, expenses and delays frequently encountered in business ventures, as well as the competitive and regulatory environment in which the Company operates.
7.2 Financial Resources. The Company intends to raise private loans evidenced by promissory notes issued with an interest rate at or above 4% per annum (the Notes”). If the Company wishes to expand its business beyond that permitted by the proceeds of the Notes, the Company will need to increase its borrowing and/or raise capital from current or outside investors.
7.3 Reliance on Key Personnel. The Company’s success is particularly dependent on the continued services of Jeremy Crane, its CEO. If Mr. Crane was unable or unwilling to continue working for the Company, the Company might not be able to find suitable replacements within the time necessary to meet its goals or at a cost within its financial means. Mr. Crane will carry key man life insurance during the duration of the project in the amount of $1M, which will be owned by the company during the duration of the ALTA Finance Inc. operations.
7.4 Governmental Regulation. The Company’s business is subject to regulation by various governmental authorities. The Company’s success will depend in part on its ability to satisfy applicable regulations and requirements. In addition, there is no assurance that new federal, state or local laws will not be imposed in the future that could adversely affect the Company’s business, financial condition, results of operation or prospects, particularly given the uncertainty around the treatment of digital assets.
7.5 General Business Risks. The Company’s business is and will continue to be subject to the risks generally incident to the ownership and operation of an ongoing entity, including the uncertainty or absence of cash flow to meet fixed obligations, adverse changes in national and local economic conditions, changes in the general business climate, adverse changes in specific markets due to general or local economic conditions, changes in governmental rules and regulations, changes in insurance coverage, forces of nature and other factors that are beyond the Company’s control.
7.6 Currency. You understand that you are loaning capital to ALTA Finance Inc., initially contributed in the form of stablecoin submitted to smart contract and that your loan will be repaid in the same currency that was submitted when you enter into the Bond Contract.
7.7 USDC. You understand that USDC is NOT the same as USD, and that USDC is a type of U.S. dollar backed stablecoin issued by Circle Internet Financial, Inc. You also understand that there are risks involved with holding USDC and converting USDC into USD, some of which have been described here: https://support.usdc.circle.com/hc/en-us/articles/360001314526-Circle-USDC-Risk-Factors.
8. INDEMNITY. THE COMPANY SHALL NOT BE LIABLE TO THE INVESTOR, AND THE INVESTOR WILL INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY AND THEIR 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.
9. LIMITATION OF LIABILITY. NONE OF THE COMPANY OR ANY OTHER PARTY INVOLVED IN THE OFFERING 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 INVESTOR’S PARTICIPATION IN, OR INABILITY TO PARTICIPATE IN, THE OFFERING, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY OR AS MAY RELATE TO INVESTIGATION AND PUNITIVE ACTIONS FROM GOVERNMENTAL AUTHORITIES, AND WHETHER OR NOT THE COMPANY OR ANY OTHER PARTY 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 INVESTOR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE INVESTOR’S PARTICIPATION IN, OR INABILITY TO PARTICIPATE IN, THE OFFERING EXCEED THE TOTAL PURCHASE PRICE (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 INVESTOR.
10. Miscellaneous Provisions.
10.1 Confidentiality. Investor shall keep confidential and shall not divulge to third parties any information that Investor receives from the Company or its representatives in considering an investment in the Company or otherwise in performing its obligations under this Agreement, regardless of whether the Company identifies that information as confidential, proprietary or secret, unless and until the information is known, or becomes known, to the public; provided, however, that Investor may disclose such information to its attorney(s), accountant(s) or other professional financial advisor(s).
10.2 Survival of Representations and Warranties. All representations and warranties made by the Company and by Investor in this Agreement shall survive the execution and delivery of this Agreement and the issuance of the Note contemplated by this Agreement and may be asserted subject to the limitations otherwise provided in this Agreement or by law.
10.3 Governing Law. This Agreement shall be governed by, and all Disputes shall be resolved in accordance with, the laws of the state of Delaware (to the exclusion of its conflicts of laws rules). The United Nations Convention on Contracts for the International Sale of Goods (“CISG”) shall not apply to this Agreement, and the Company and the Investor expressly waive the application of the CISG with respect to Agreement. For purposes of this Agreement, “Dispute” means all disputes, differences, causes of action, controversies or claims (whether based on contract, tort, statutory concepts or any other common law or civil law doctrine) arising out of, in connection with or relating to (a) this Agreement or any Related Agreement, or (b) the subject matter of this Agreement or any Related Agreement, and “Related Agreement” means any other written agreement entered into by and between the Company and the Investor relating to this Agreement.
10.4 Force Majeure. Without limitation of anything else in this Agreement, the Company shall not be liable or responsible to the Investor, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this instrument, when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts or other civil unrest; (d) changes to or clarity in the application of applicable law; or (e) action by any Governmental Authority.
10.5 Binding Effect. This Agreement shall be binding on and inure to the benefit of the parties and their respective heirs, successors and assigns.
10.6 Prevailing Party Rights. If any legal proceeding is commenced to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees at trial and on appeal, in addition to the costs and disbursements allowed by law.
10.7 Entire Understanding. This Agreement and the Note attached to this Agreement express the parties’ entire understanding and agreement regarding the subject matter of this Agreement, and supersede all prior agreements and discussions, written or oral, regarding the subject matter of this Agreement.