EXHIBIT 10.1
SIMPLE AGREEMENT FOR FUTURE TOKENS (SAFT)
NOTICE TO RESIDENTS OF CANADA
UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST
NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE
LATER OF: (I) THE ISSUE DATE; AND (II) THE DATE THE ISSUER BECAME A REPORTING
ISSUER IN ANY PROVINCE OR TERRITORY OR TOKENS ARE ISSUED HEREUNDER PURSUANT TO A
DETERMINATION BY THE BRITISH COLUMBIA SECURITIES COMMISSION THAT THE TOKENS ARE
NOT SECURITIES.
NOTICE TO RESIDENTS OF THE UNITED STATES
THIS INSTRUMENT AND ANY TOKENS OR SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "U.S.
SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE U.S. SECURITIES ACT AND
THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. HOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER
OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS
IN COMPLIANCE WITH THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.
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.
NOTICE TO RESIDENTS OF ALL OTHER COUNTRIES OTHER THAN CANADA, THE USA , AND THE
UNITED KINGDOM
THE OFFER AND SALE OF THIS SECURITY INSTRUMENT HAS NOT BEEN REGISTERED UNDER ANY
LAW OR REGULATION. THIS DOCUMENT HAS NOT BEEN APPROVED BY ANY AUTHORITY OR
AUTHORIZED PERSON. THIS DOCUMENT IS DIRECTED ONLY AT PERSONS WHO MAY LEGALLY
RECEIVE IT IN THEIR DOMICILE ("A RELEVANT PERSON"). THE ONUS IS ON THE PERSON
RECEIVING