DISTRIBUTION AGREEMENT

LAST UPDATED: APRIL 16TH, 2018

 

 

IMPORTANT NOTICES

Please read the following notice before continuing as it may be important to your specific circumstance;

i. NOTICE OF PARTICIPATION

This is a Private Offering from Suria Global (L) Ltd., a Labuan Financial Services Entity.

All prospective participants are advised to seek legal advice to assure compliance with the rules, regulations and guidelines of your country or jurisdiction for this type of investment. In addition, citizens of the United States must have documented proof, in advance, that they are “accredited investors” to be considered for participation. Please submit info@carbondollarx.com. We reserve the right to refuse participation for any reason.

1. DISTRIBUTION.

Subject to the terms and conditions hereof the attestant, intending to be legally bound, irrevocably is distributed that number of Carbon Dollar X ERC20 Tokens (“CDX”) of Suria Global (L) Ltd. (the “Company”), a Labuan corporation, as set forth on the agreement form, for the price stated thereon. This Token Distribution is made in connection with a Whitepaper (the “Whitepaper”; which can be found here) by the Company for up to $680,000,000 USD equivalent in CDX. The Company may issue a Token Green Shoe for up to an extended ten (10) percent of the White Paper Token Inventory Amount.

2. REPRESENTATIONS AND WARANTIES.

The attestant represents and warrants to the Company that:

a.The attestant is aware that distribution of CDX involves a degree of risk. The attestant has received and carefully read and evaluated the White paper and other material pertinent to the Company. The attestant has obtained personal professional advice, to the extent the attestant has deemed necessary, with respect to the risks inherent in purchasing CDX. The attestant has asked such questions of and received such answers from officers of the Company concerning such aspects of the Company’s operations as he or she deemed necessary, and has examined the Company’s financial projections, and other corporate documents and agreements to the extent he or she deemed appropriate.

b. The attestant is not relying upon any representation or information regarding the Company, the business of the Company, or this Whitepaper in making the decision to purchase CDX other than that contained in the Whitepaper provided by the Company.

c. The attestant acknowledges and understands that it is his or her own duty and responsibility to ensure he or she is compliant with his or her own country’s laws and regulations (the “Regulations”) regarding Token Distribution. The attestant has personally received recent professional advice in the matter and has verified he or she is accurately compliant with the Regulations of his or her country, eliminating all liability from the Company regarding the Token Distribution.

d. CDX are being distributed for the attestant’s own account; should the attestant agree with others to subdivide, sell, assign, transfer, pledge or otherwise dispose of the CDX, he or she does so at their own risk. The Company is not liable or responsible for any consequences that may occur.

e. The attestant has the financial ability to bear the economic risk of an investment in CDX, has adequate means of providing for his or her current needs and personal contingencies, has no need for liquidity in such investment and could afford the complete loss of such investment. The attestant’s overall commitment to investments that involve a high degree of risk or that are not readily marketable is not disproportionate to the attestant’s net worth, and the attestant’s investment in the company will not cause such overall commitment to become excessive.

f. The attestant understands that no federal, provincial or state agency has made any findings or determination as to the fairness of an investment in, or any recommendation or endorsement of, CDX.

3. GUARANTEE

The Company acknowledges and agrees to refund the full amount invested without any interest element in the event of failure to raise the minimum fund required for the project stipulated in the Whitepaper within 12 months from the date of the Token Distribution.

All participation in CDX ERC20 Token Distribution is protected from loss, inability to access, hack or theft of CDX Tokens and/or its orginal Wallet. If anyone is subject to one of these incidents, it should be reported to info@carbondollarx.com for investigation. 

4. IRREVOCABILITY.

The attestant hereby acknowledges and agrees that, except as otherwise provided by the laws of Labuan, this Token Distribution is irrevocable, and the attestant is not entitled to cancel or withdraw it.

5. JOINT AND SEVERAL UNDERTAKINGS; ENTITIES.

If more than one person is attesting this agreement, each representation, warranty and undertaking herein shall be the joint and several representations, warranty and undertaking of each such person. If the attestant is a partnership, corporation, trust or other entity, the attestant further represents and warrants that (i) the individual executing this agreement has full power and authority to execute and deliver this agreement on behalf of the attested; (ii) the attestant has full right and power to perform its obligations pursuant to the provisions hereof; and (iii) the attestant was not formed for the specific purpose of acquiring CDX.

6. SURVIVAL.

Each representation and warranty contained herein, and all information furnished by the attestant to the company is true, correct and complete in all respects as of the date hereof, and the same will be true, correct and complete as of the date of which the Company accepts this Token Distribution, as if made on such date. The attestant undertakes to notify the Company immediately of any change in any representation, warranty, or other information set forth herein. The attestant agrees to indemnify and hold harmless the Company, its officers, directors, and employees from and against any and all loss, damage or liability due to or arising of a breach of any such representation or warranty of the attestant.

7. NON-ASSIGNMENT.

This agreement shall not be assignable by the attestant without the prior written consent of the Company.

8. ACCEPTANCE BY COMPANY.

The Company reserves the right to accept or reject any Token Distribution, in whole or in part, in its sole and absolute discretion. No Token Distribution will be effective until accepted by the Company. If the Company decides to reject a Token Distribution, it will do so in writing within a reasonable time after having received it.

9. CONVERSION.

The Company will only convert CDX ERC20 Tokens into CDX Cryptocurrency if the attestant has complied with the necessary Know Your Client (“KYC”) forms acordingly, regardless whether the CDX ERC20 Tokens originated from the Public Pool or the Management and Employee Pool. The Company also reserves the right to reject, in whole or in part, any conversion of CDX ERC20 Tokens that originated from the Management and Employee Pool if the attestant has not performed according to the attestant’s duties.

10. GOVERNING LAW.

This Agreement shall be governed by and construed in accordance with the laws of the Labuan, Malaysia.