Token Deed Poll

DEED POLL 

CONSTITUTING BREAD TOKENS 

OF BREAD LIMITED

(INCORPORATED AS AN EXEMPTED COMPANY WITH LIMITED LIABILITY IN THE CAYMAN ISLANDS)


NOTICE TO POTENTIAL TOKENHOLDERS

THE ACQUISITION, HOLDING AND DISPOSITION OF BREAD TOKENS MAY BE RESTRICTED OR PROHIBITED BY APPLICABLE LAW. 

BREAD LIMITED TAKES NO RESPONSIBILITY FOR, AND SHALL HAVE NO LIABILITY TO, ANY TOKENHOLDER IN BREACH OF APPLICABLE LAW.

SAVE AS EXPRESSELY SET OUT HEREIN, BREAD LIMITED MAKES NO REPRESENTATION AND EXTENDS NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS DEED POLL OR ANY BREAD TOKEN.

BREAD LIMITED DOES NOT GUARANTEE AND IS NOT REPRESENTING IN ANY WAY THAT THE BREAD TOKENS HAVE ANY SPECIFIC RIGHTS, USES, PURPOSE, ATTRIBUTES, FUNCTIONALITIES OR FEATURES.

ALTHOUGH BREAD TOKENS MAY BE TRANSFERABLE, THEY ARE NOT AN INVESTMENT, CURRENCY, SECURITY, COMMODITY, A SWAP ON A CURRENCY, SECURITY OR COMMODITY OR ANY OTHER KIND OF FINANCIAL INSTRUMENT. 

BREAD LIMITED TAKES NO RESPONSIBILITY IN RESPECT OF ANY SALE, PURCHASE OR OTHER TRANSACTION IN RESPECT OF ANY BREAD TOKEN BY A TOKENHOLDER OR ANY PROPOSING TOKENHOLDER.

BUYERS SHOULD NOT PURCHASE BREAD TOKENS FOR INVESTMENT PURPOSES.

THIS DEED POLL is with effect from 15 December 2017 (the “Effective Date”) and is made by Bread Limited, an exempted company with limited liability incorporated in the Cayman Islands with company number IC-329112 whose registered office in the Cayman Islands is located at c/o International Corporation Services Ltd., PO Box 472, Harbour Place 2nd Floor, 103 South Church Street, Grand Cayman KY1-1106, Cayman Islands (“Bread”).


NOW THIS DEED WITNESSES

1. INTERPRETATION

The definitions and rules of interpretation in this clause 1 apply herein.

Applicable Law: means all laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, statutory rules, published policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, including general principles of common and civil law, and terms and conditions of any grant of approval, permission, authority or license of any governmental authority, statutory body or self-regulatory authority;

Bread Affiliate: means (i) the Parent; (ii) any shareholder, officer, manager, member or director, past, present or future, of Bread or the Parent; or (iii) any of their respective successors, constituent members or other affiliates.

Bread Tokens: means the ERC-20 standard Ethereum electronic tokens issued by Bread, the rights, restrictions and limitations of which are constituted by this Deed Poll, and a reference to Bread Tokens includes a reference to any permitted portion of a Bread Token.

Deed Poll: means this deed poll executed by Bread on or about the date hereof.

Directors: means the board of directors from time to time of Bread.

Duly Presented: means the due and proper presentation of one or more Bread Tokens by a Tokenholder to the Parent in accordance with such terms and conditions and in such manner or medium as the Parent may in its sole and absolute discretion determine from time to time.

Parent: means Breadwinner AG, a Swiss Corporation.

Platform: means, as determined by the Parent from time to time, the financial services access platform operated by the Parent or such other relevant platform or platforms as the Parent may determine from time to time.

Privileges: has the meaning given in Clause 8.

Tokenholder: means a holder of Bread Tokens as determined by the Parent in its sole and absolute discretion.

Any phrase introduced by the terms including, include or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

person includes a corporate or unincorporated body.

Words in the singular include the plural and vice versa.

A reference to a clause is (unless expressly stated otherwise) a reference to a clause of this Deed Poll.

Clause headings do not affect the interpretation of this Deed Poll.

2. CREATION OF BREAD TOKENS

The Bread Tokens are constituted with effect from the Effective Date.

Each Bread Token is one of a series of Bread Tokens and is issued subject to and with the benefit of the provisions of this Deed Poll. The Tokenholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of this Deed Poll. This Deed Poll shall be binding on Bread, the Tokenholders and all persons claiming through or under them.

Bread shall issue no more than 160,000,000 Bread Tokens to such persons as Bread may from time to time determine and at such prices and on such other terms as Bread may from time to time determine. 

3. USE OF BREAD TOKENS

Each Tokenholder shall, subject at all times to compliance with this Deed Poll and Applicable Law, be recognised by Bread as entitled to the Bread Tokens and, upon a Bread Token being Duly Presented to the Parent such Tokenholder shall be entitled to the prevailing Privileges for such Bread Token at the time of presentation subject always to the provisions of this Deed Poll. 

A Bread Token represents an obligation on Bread to procure that the Parent will accept Duly Presented Bread Tokens in exchange for the prevailing Privileges for such Bread Token at such time and Bread does hereby covenant with each of the Tokenholders to procure that the Parent will, subject at all times to the Tokenholder’s compliance with this Deed Poll and Applicable Law, accept their Duly Presented Bread Tokens in exchange for the prevailing Privileges for such Bread Token at the time of presentation.

The Parent may: 

  • request any such information from a Tokenholder at any time as the Parent considers necessary or convenient to confirm a Tokenholder’s (i) rightful ownership of the relevant Bread Tokens; or (ii) compliance with any Applicable Law or this Deed Poll; and 
  • reject a Bread Token upon presentation for any reason including where the Parent (acting reasonably as determined in its sole and absolute discretion) believes or has reason to believe a Tokenholder is (i) not the rightful owner of the relevant Bread Tokens; or (ii) acting in contravention of any Applicable Law or this Deed Poll. 

Bread may from time to time purchase any Bread Tokens in the market or at any price by tender, private treaty or otherwise and Bread may accept the surrender of a Bread Token at any time.  Any Bread Tokens so purchased or surrendered shall become the property of Bread and Bread may deal with such Bread Tokens in any such manner at it determines in its sole and absolute discretion. 

Bread Tokens Duly Presented to the Parent become the property of the Parent and the Parent may deal with such Bread Tokens in any such manner at it determines in its sole and absolute discretion.

4. NO LISTING, COMPLIANCE WITH APPLICABLE LAW, NO REPRESENTATIONS AND INTELLECTUAL PROPERTY

No application has been, or is intended to be, made by Bread to any listing authority, exchange or other market for the Bread Tokens to be listed or otherwise traded.

The acquisition, holding and disposition of Bread Tokens may be restricted or prohibited by Applicable Law and it is the responsibility of each Tokenholder to ensure that their acquisition, holding and disposition of Bread Tokens complies at all times with Applicable Law. 

Bread has made no representations concerning, and shall have no liability to any Tokenholder for, any infringement of any Applicable Law resulting from any non-compliance by, or non-eligibility of, a Tokenholder. 

Bread makes no representation and extends no warranty of any kind, either express or implied, with respect to the subject matter of this Deed Poll, including without limitation warranties of merchantability or fitness for a particular purpose.

Each of Bread and the Parent retains all right, title and interest in all of their respective intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. Tokenholders may not use any of Bread’s and the Parent’s intellectual property for any reason without their respective prior written consents.

5. ENFORCEMENT

Bread covenants with each of the Tokenholders to perform and observe the obligations in this Deed Poll to the intent that this Deed Poll shall enure for the benefit of all persons for the time being that are eligible to hold and do hold any Bread Tokens, each of whom may shall be entitled to enforce this Deed Poll against Bread (and not any Bread Affiliate) for the performance and observance of the provisions of this Deed Poll so far as their holding is concerned.

Each Tokenholder shall be entitled to enforce the said covenants, obligations and conditions against Bread (and not any Bread Affiliate) insofar as each of their Bread Tokens is concerned, without the need to join the allottee of any such Bread Token or any intervening or other Tokenholder in the proceedings for such enforcement.

The obligations to Tokenholders pursuant to this Deed Poll are solely the obligations of Bread. The obligations of Bread to Tokenholders in respect of any claims against Bread pursuant to this Deed Poll shall in the aggregate not exceed the net assets of Bread. 

No recourse shall be had for any obligation or claim arising out of or based upon this Deed Poll against any Bread Affiliate, either directly or through Bread or any successor, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the holding at any time of any Bread Tokens, expressly waived and released.

6. PARTIAL INVALIDITY

In the event any one or more of the provisions of this Deed Poll is for any reason held to be invalid, illegal or unenforceable in any jurisdiction, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Deed Poll operate or would prospectively operate to invalidate this Deed Poll in any jurisdiction, then and in any such event, such provision(s) shall be deemed modified to the minimum extent necessary so that such provision, as so modified, shall no longer be held to be invalid, illegal or unenforceable. Any such modification, invalidity or unenforceability shall be strictly limited both to such provision and to such jurisdiction, and in each case to no other. Furthermore, in the event of any such modification, invalidity or unenforceability, this Deed Poll shall be interpreted so as to achieve the intent expressed therein to the greatest extent possible in the jurisdiction in question and otherwise as set forth therein.

7. AMENDMENTS, WAIVERS, CHANGE OF OBLIGOR, CANCELLATIONS AND FORCE MAJEURE

Any provision or provisions of this Deed Poll may be amended (or waived) by supplemental deed poll in the sole and absolute discretion of Bread including any amendment made for the purpose of correcting any clerical mistakes, clarifying any ambiguities or satisfying any requirements, conditions or guidelines contained in any Applicable Law and any such amendment or waiver will be binding on all parties. 

Bread may arrange that another person assume its obligations hereunder and in which event Bread will have no further obligations to Tokenholders.

Without prejudice to the generality of the foregoing, in order to seek compliance with (or to seek to mitigate the impact of) any Applicable Law believed by Bread to apply to or affect Bread (or its Directors or representatives), its business or the Bread Tokens, Bread may in its sole and absolute discretion (i) cancel all or any Bread Tokens and terminate all obligations of Bread in respect of the Bread Tokens, and/or (ii) amend or vary any obligation of Bread pursuant to this Deed Poll or otherwise in respect of the Bread Tokens. Bread reserves the rights in its sole and absolute discretion to cancel all or any Bread Tokens or amend their terms where Bread believes or suspects they may be used, trafficked or applied in the attempted furtherance of money laundering, terrorist financing, tax evasion or other unlawful activity.

Each Tokenholder understands and agrees that Bread shall not be liable and disclaims all liability to each Tokenholder in connection with any force majeure event affecting Bread, the Parent and/or the Bread Tokens, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.

8. PRIVILEGES

The Parent shall in its sole and absolute discretion determine from time to time:

  • such discounts as may be applicable on one or more services offered through the Platform;
  • such one or more special access rights as may be applicable through the Platform; and/or
  • such other benefits, rights or privileges (if any),

that may be available to Tokenholders (including by reference to Tokenholders holding a certain number or percentage of Bread Tokens) through the Platform (collectively, the “Privileges”). Without prejudice to the generality of the foregoing the Privileges may be varied or revoked by the Parent in its sole and absolute discretion without notice and without giving reason therefore.

The Privileges vary from time to time (including the possibility of no Privileges) and the particular Privileges available to a Tokenholder (if any) are the prevailing Privileges as determined by the Parent in its sole and absolute discretion at the time of a Bread Token being Duly Presented by a Tokenholder. Notwithstanding any other provision of this Deed Poll, the Parent reserves the right to vary the Privileges with respect to a given Bread Token even after such Bread Token has been Duly Presented by a Tokenholder to the Parent. 

9. GOVERNING LAW AND JURISDICTION

All rights and obligations hereunder shall be governed by the laws of the Cayman Islands, without regard to the conflicts of law provisions of such jurisdiction. The parties submit to the exclusive jurisdiction of the courts of the Cayman Islands and any courts competent to hear appeals from those courts.

This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.