DISCLAIMER
    --------
    This document and any other SUPERGREEN ENERGY documents do not constitute a prospectus of any sort and are not a solicitation for investment. The Supergreen Energy Token does not represent an ownership or share in ANY public or private corporation, or other entity in any jurisdiction. The Supergreen Energy Token is a token that can be used to purchase goods and services within the SUPERGREEN ENERGY ecosystem.

    Acquisitions of Supergreen Energy Tokens through the initial token offering are non-refundable. Supergreen Energy Tokens are only to be used in connection with SUPERGREEN ENERGY and any of its products and/or affiliates. Any acquisition and use of Supergreen Energy Tokens carries significant financial risk including the use of experimental software.

    Except where specifically indicated, the statements and information set forth in this Whitepaper are not intended to recite current or historical facts and constitute forward-looking statements. Forward-looking statements may include the words “may,” “will,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan” or other words or expressions of similar meaning. These forward-looking statements are based on the current beliefs, plans, objectives, goals, expectations, anticipations and/or intentions of SUPERGREEN ENERGY with respect to future events. Although SUPERGREEN ENERGY believes that the expectations reflected in the forward-looking statements are reasonable, SUPERGREEN ENERGY cannot guarantee the successful establishment or operation of its systems and business or any future results, level of activity, performance or achievements.

    Many factors discussed in this Whitepaper or otherwise affecting the matters discussed herein, some or all of which may be currently unknown to SUPERGREEN ENERGY or beyond SUPERGREEN ENERGY’s control, will be important in determining the ability of SUPERGREEN ENERGY to establish and operate its systems and business. Consequently, actual results may differ materially from those that might be anticipated from the statements and information set forth herein. In light of these and other uncertainties, the statements and information set forth in this Whitepaper are for informational purposes only, should not be relied upon in making any purchase or other decision, are subject to change, and are NOT intended to establish or indicate any representation, warranty, commitment, undertaking, promise or contract made on the part of SUPERGREEN ENERGY to any person. SUPERGREEN ENERGY does not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

    NOTICE TO RESIDENTS OF THE UNITED STATES
    THE OFFER AND SALE OF THIS SECURITY INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. HOWEVER, ONCE THE TOKEN ARE TRADED ON THE GLOBAL EXCHANGE MARKET AFTER THE ICO COMPLETION THEN PLEASE CHECK WITH YOUR FEDERAL AND STATE LAWS/AGENCIES FOR PARTICIPATION.

    NOTICE TO RESIDENTS OF CANADA
    UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS 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 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 HONG KONG
    NO ACTION HAS BEEN TAKEN TO PERMIT AN OFFERING OF THE SECURITIES TO THE PUBLIC IN HONG KONG AS THE SECURITIES HAVE NOT BEEN AUTHORIZED BY THE SECURITIES AND FUTURES COMMISSION OF HONG KONG AND, ACCORDINGLY, NO ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE SECURITIES, 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 SECURITIES 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 SECURITIES NOR MAKE THE SECURITIES THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, NOR WILL THEY CIRCULATE OR DISTRIBUTE THIS SAFT 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 SECURITIES, 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 SECURITIES 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.

    SuperGreen Energy Token SAFT

    (Simple Agreement for Future Tokens)


    This Simple Agreement for Future Tokens (the “SAFT”) states the terms and conditions that govern the contractual agreement between the Recipient and SuperGreen Energy PTE. LTD a limited company incorporated in Singapore, (the “Company”). The Company hereby issues to the Recipient (the “Recipient”) who is further described in Appendix 1 the right to purchase cryptographic tokens in the SuperGreen Energy Ecosystem (“SGE”) according to the terms set forth below.

    WHEREAS:

    (A) The Company owns 10,000,000,000 SGE tokens (as defined below), which amounts to 10% of SGE tokens to be distributed;
    (B) the Company desires to distribute SGE tokens, to the Recipient and the Recipient agrees to purchase SGE tokens, from the Company subject to the terms and conditions herein;
    (C) the Recipient agrees to purchase by using Ether (with a minimum purchase of 1 Ether)

    for the
    ; and
    (D) the SGE Private Pre-Sale Contract Address is [0xe061712c04b748ddC460B37A11fD78DE760005D1]

    NOW, THEREFORE, in consideration of the mutual covenants and promises made by the Recipient and the Company (individually, each a “Party” and collectively, the “Parties”), the Parties covenant and agree as follows.

    1. Definitions
    “Website” means [www.SuperGreen.io]
    “Laws” means laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees.
    “Person” means an individual or legal entity or person, including a government or political subdivision or an agency or instrumentality thereof.
    “Platform Launch” means the bona fide public release of SGE and a fully functioning and secure blockchain running a client that conforms as ratified by the Company.
    “SAFT” means this agreement containing a future right to units of SGE tokens acquired by Recipients pursuant to which a significant portion of the amount raised under the SAFT will be used to fund the Company’s development of the SuperGreen Energy Ecosystem.

    2. Distribution and Acquisition of the Tokens
    (a) The Company will distribute SGE tokens to the Recipient through registration into the Recipient’s wallet based on the agreed terms wallet address of this agreement.
    (b) All SGE tokens acquired pursuant to this SAFT shall be subject to the Terms and Conditions (as defined below), which contain a general prohibition and regulation of the Recipient’s ability to subsequently sell, transfer, spend, exchange or otherwise make use of SGE tokens on the SGE tokens Ecosystem until such tokens are vested as provided herein.
    (c) Upon the Recipient’s execution of this SAFT, the Company shall deliver to the Recipient any documentation the Company reasonably requires to process the distribution of SGE tokens to the Recipient. The Recipient shall make the contribution by placing ETH into Company’s Ethereum wallet address and the Company shall register the corresponding number of SGE tokens to the Recipient’s Ethereum wallet address, as shared by the Recipient to the Company.
    (d) The Company has prepared Terms and Conditions (“Terms and Conditions”), which set forth the terms and conditions for the sale of SGE tokens, and a Whitepaper describing the general features of the SuperGreen Energy Ecosystem and the Initial Token Offering (“Whitepaper”). The Whitepaper and the Terms and Conditions are hereby incorporated by reference and are available on the Website at the following address: [www.SuperGreen.io]

    3. Company Representations
    (a) The Company is a Private Limited company duly organized, validly existing and in good standing under the laws of Singapore, 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 SAFT is, to the Company’s knowledge, within the power of the Company and, other than with respect to the actions to be taken when SGE tokens are to be issued to the Recipient, has been duly authorized by all necessary actions on the part of the Company. This SAFT 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 knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or by laws, or (ii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation, individually, or together with all such violations, could reasonably be expected to have a material adverse effect on the Company.
    (c) To the knowledge of the Company, the performance and consummation of the transactions contemplated by this SAFT do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company as currently in effect; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
    (d) The Company is the sole legal and beneficial owner of the SGE tokens. The Company holds valid and marketable title to the tokens which are free and clear of all encumbrances, restrictions on transfer, or other defects in title of any kind, and has the right and authority to enter into and carry out the terms of this SAFT, including without limitation, the distribution and transfer of SGE tokens to the Recipient and has taken all action necessary to validly do so.
    (e) THE COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE TOKENS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (iii) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. EXCEPT AS EXPRESSLY SET FORTH HEREIN AND RECIPIENT ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE COMPANY, OR ANY OTHER PERSON ON THE COMPANY'S BEHALF.

    4. Recipient Representations
    (e) The Recipient has full legal capacity, power and authority to execute and deliver this SAFT and to perform his/her/its obligations hereunder. This SAFT constitutes a valid and binding obligation of the Recipient, 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.
    (f) The Recipient has been advised of the technological nature of SGE tokens and that the tokens have not been registered under any country’s regulations and, therefore, cannot be resold except in compliance with the applicable country’s laws. The Recipient is acquiring tokens for its own account for sponsorship, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Recipient has no present intention of selling, granting any participation in, or otherwise distributing the same.
    (g) The Recipient enters into this SAFT with the expectation that the Company will make actual delivery of tokens to the Recipient upon completion of the Company’s Token Generating Event.
    (h) The Recipient has sufficient knowledge and experience in business and financial matters to be able to evaluate the risks and merits of his/her/its execution of this SAFT and acquisition of SGE tokens and is able to bear the risks thereof. The Recipient is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to execute this SAFT. The Recipient understands that the Tokens involve risks, all of which the Recipient fully and completely assumes, including, but not limited to, the risk that (i) the technology associated with the Platform will not function as intended; (ii) the Platform and Platform Launch will not be completed; (iii) the Platform will fail to attract sufficient interest from key stakeholders; and (iv) the Company and/or the Platform may be subject to investigation and punitive actions from Governmental Authorities. The Recipient understands and expressly accepts that SGE tokens will be created and delivered to the Recipient at the sole risk of the Recipient on an “AS IS” and “UNDER DEVELOPMENT” basis. The Recipient understands and expressly accepts that the Recipient has not relied on any representations or warranties made by the Company outside of this SAFT, including, but not limited to, conversations of any kind, whether through oral or electronic communication. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE RECIPIENT ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY TOKENS AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY THE COMPANY, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF SGE tokens.
    (e) The Recipient understands that Recipient has no right against the Company or any other Person except in the event of the Company’s breach of this SAFT or intentional fraud. THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS SAFT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL VALUE OF THE AMOUNTS PAID AT THE TIME OF PAYMENT TO THE COMPANY PURSUANT TO THIS SAFT. NEITHER THE COMPANY NOR ITS REPRESENTATIVES SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS SAFT.
    (i) The Recipient understands that Recipient bears sole responsibility for any taxes as a result of the matters and transactions the subject of this SAFT, and any future acquisition, ownership, use, sale or other disposition of SGE tokens held by the Recipient. To the extent permitted by law, the Recipient agrees to indemnify, defend and hold the Company or any of its affiliates, employees or agents (including developers, auditors, contractors or founders) harmless for any claim, liability, assessment or penalty with respect to any taxes (other than any net income taxes of the Company that result from the distribution of SGE tokens to the Recipient) associated with or arising from the Recipient’s acquisition of SGE tokens hereunder, or the use or ownership of SGE tokens .
    (j) The Recipient has complied and is complying with the applicable anti-money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively the “Anti-Money Laundering Laws”), and represents that he/she/it will not engage in any money laundering or terrorist financing activity as defined under the Anti-Money Laundering Laws through his/her/its participation in the contribution to the Company and the distribution of SGE tokens.

    5. Restriction
    (f) The Company will only accept payment for SGE tokens distributed under this SAFT in Ether (ETH) at the ICO stage. Recipient shall make payment of the contribution to the Company, and the Company will distribute SGE tokens pursuant to the SAFT through the procedures set forth on Whitepaper.
    (g) SGE TOKENS ARE NOT INTENDED TO BE DISTRIBUTED TO ANY PERSON OR ENTITY, INCLUDING ANYONE ACTING ON ITS BEHALF, BEING BASED, DOMICILED, LOCATED OR INCORPORATED IN CANADA, TAIWAN, AND CHINA, THE UNITED STATES OF AMERICA, AS WELL AS ANY “RESTRICTED AREA” AS DESCRIBED IN THE TERMS AND CONDITIONS, UNLESS SUCH PERSON OR ENTITY MEETS THE DEFINITION OF “ACCREDITED INVESTOR” OR “SOPHISTICATED INVESTOR” OR SIMILAR TERMINOLOGY UNDER THE APPLICABLE SECURITIES REGULATION IN THESE JURISDICTIONS. ALL LOG-INS AND USAGE OF PLATFORM FROM IP LOCATED IN COUNTRIES/REGIONS LISTED ABOVE WILL BE BANNED.

    6. Miscellaneous
    (h) This SAFT sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral of written, between them.
    (i) Any notice required or permitted by this SAFT will be deemed sufficient when sent by email to the relevant address listed on the signature page, as subsequently modified by written notice received by the appropriate party.
    (j) The Recipient is not entitled, as a Party to this SAFT and a holder of SGE tokens so acquired pursuant to this SAFT, 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 Recipient, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders 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.
    (d) Neither this SAFT nor the rights contained herein may be assigned, by operation of law or otherwise, by either Party without the prior written consent of the other; and provided, further, that the Company may assign this SAFT in whole, without the consent of the Recipient, in connection with a reincorporation to change the Company’s domicile.
    (k) In the event any one or more of the provisions of this SAFT is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this SAFT operate or would prospectively operate to invalidate this SAFT, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this SAFT and the remaining provisions of this SAFT will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.
    (l) The applicable law is the law of Singapore. Any dispute arising out of or in connection
    with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 3 arbitrators. The language of the arbitration shall be English.
    (m) The Recipient shall, and shall cause its affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably requested by Company to carry out the provisions of this SAFT and give effect to the transactions contemplated by this SAFT, including, without limitation, to enable the Company or the transactions contemplated by this SAFT to comply with applicable laws.
    (n) The Company shall not be liable or responsible to the Recipient, nor be deemed to have defaulted under or breached this SAFT, for any failure or delay in fulfilling or performing any term of this SAFT, including without limitation, launching the Platform or consummating the Platform Launch, 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) Law; or (e) action by any Governmental Authority.

    This agreement has been signed by the parties this date

    Organization Name
    Your Name
    Your Email
    Phone Number
    Address
    ETH Wallet Address
    Amount of Contribution (ETH)
    Bonus will automatically calculated at the time of purchase.


     
     

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