Terms of Sale - SAFT Offering

1. Overview

By purchasing a SAFT (Simple Agreement for Future Tokens) on this platform, you acknowledge and agree that:

• The SAFT represents a contractual right to receive FCC (Fractional Crypto Certificate) tokens in the future, not immediate ownership of any physical asset.
• FCC tokens, once issued, will represent a fractional digital claim to the underlying Fabergé Egg, held by a partner entity .
• The SAFT and crypto-fractions of Fabergé Egg FCC do not constitute direct legal ownership of the Fabergé Egg.
• Purchased fractions are non-transferable until the completion of the auction of the remaining fractions, expected by Christmas.
• The Purchaser has a conditional contractual right to the Tokens, enforceable under this SAFT and any applicable smart contract, subject to TGE and vesting.

2. Eligibility and Restricted Jurisdictions

Participation in this SAFT offering is strictly limited to individuals who are legally permitted to purchase in their jurisdiction. By purchasing, you confirm that you are not a resident, citizen, or otherwise subject to the laws of any of the following restricted jurisdictions:

• United States of America (all states and territories)
• China (including Hong Kong SAR and Macau SAR, if local regulations prohibit)
• North Korea
• Iran
• Singapore (unless pre-approved professional/institutional investors)
• Japan (unless local regulatory approval is obtained)
• Other countries where offering or marketing SAFTs or tokens is prohibited under applicable law

Notes:

• This list may be updated at any time. You are responsible for verifying eligibility before making a purchase.
• Purchasers must comply with all local laws and restrictions.
• The platform may utilize IP geolocation, billing address verification, language detection, or other verification methods to block access to restricted jurisdictions.
• If you are located in a restricted jurisdiction, you may not access this page or participate in the SAFT sale.

3. No Guarantee of Token Delivery or Value

Token issuance is subject to legal, regulatory, and operational conditions. The SAFT does not guarantee:

• Delivery of tokens by a specific date;
• Any specific value of the tokens once issued;
• Liquidity or resale availability; there is no assurance of market price.

4. Risk Disclosures

By participating, you acknowledge and accept the following risks:

• Regulatory Risk: Tokens may be classified as securities or other regulated instruments in some jurisdictions.
• Contractual Risk: Tokens are backed by a partnership agreement; failure of the partner to perform may result in loss of value.
• Asset Risk: The underlying Fabergé Egg may be damaged, lost, or otherwise unavailable.
• Liquidity Risk: No guaranteed market exists for the Tokens; secondary sales may be limited.
• Tax Risk: Purchasers are responsible for all tax reporting and compliance obligations in their respective jurisdictions.
• Operational Risk: Delivery of tokens may be delayed or fail due to technical, legal, or administrative reasons.
• Technology Risk: Malfunction of blockchain or smart contracts may result in partial or total loss.
• No Refund Risk: Purchases are final and non-refundable. Funds are not treated as deposits or escrow.

5. Token Ownership and Transfer Rights

• FCC tokens represent digital fractional ownership of the physical FabergeEgg and conditional contractual rights under the SAFT.
• After issuance and completion of the vesting/lock-in period, the Purchaser may:
• Participate in an online auction facilitated by the Token Issuer; or
• Sell or transfer Tokens independently via the CoArt Marketplace or any other platform.
• CoArt Marketplace is a facilitator connecting buyers and sellers of fractional art ownership. Purchasers are not restricted to using this marketplace exclusively.

6. Token Generation Event (TGE) and Vesting

• The TGE is expected by Christmas, when FCC fractions and the digital Egg will appear on the CoArt Marketplace.
• Purchased fractions will be frozen and non-transferable until completion of the auction of the remaining fractions.
• Tokens delivered = Purchase Amount ÷ (Price × (1 – Discount)).
• Example: $15,000 × 66% discount → ~735,294 FCC fractions.

7. Acknowledgment of Jurisdiction Restrictions

• These SAFT and token sales are intended only for individuals who are legally permitted to participate.
• Do not proceed if you are in a restricted jurisdiction.
• The platform reserves the right to refuse access or reverse transactions based on IP, billing address, language, or other verification methods.

8. No Advice or Representation

• Information on this page is for informational purposes only.
• This is not an offer, solicitation, or investment advice.
• Purchasers are responsible for conducting their own due diligence and consulting legal or financial advisors.

9. Acceptance of Terms

By purchasing a SAFT, you:

• Confirm that you have read and understood these Terms.
• Acknowledge and accept all the risks described above;
• Confirm that you are not in a restricted jurisdiction.
• Agree to comply with all applicable laws and restrictions.

10. Force Majeure

The Company is not liable for delays or failure to perform due to circumstances beyond its control, including:

• Natural disasters, fires, floods, or acts of God
• War, terrorism, or civil unrest
• Regulatory or legal restrictions
• Blockchain or network failures, smart contract bugs, or cyberattacks
• Pandemics or governmental restrictions
• Banking or payment processor insolvencies
• Other unforeseeable events prevent performance

If such events continue >180 days, either party may terminate this Agreement, subject to available funds.

11. Disclaimers

• No guarantee of profit or appreciation.
• FCC tokens do not represent equity, shares, or collective investment rights.
• No guaranteed secondary market exists.
• The purchaser bears all tax obligations.
• Purchases are final and non-refundable; funds are not deposits or escrow.

12. Governing Law and Miscellaneous

• Governing Law: Lithuania; after assignment, the law of the Token Issuer applies.
• Notices must be in writing.
• Amendments require written mutual agreement.
• Electronic signatures are legally binding.

Exhibit A – Token Terms

Exhibit B – Token Description

• Name: Egg-Fractions (crypto-fractions of Fabergé Egg FCC)
• Symbol: EGGf
• Blockchain: Symbol Blockchain network
• Token Standard: Symbol Mosaic (NFT standard)
• Use Case: Digital fractional ownership of the physical Fabergé Egg
• Resale Options: Purchasers may sell Tokens via Token Issuer-assisted online auctions or independently on CoArt Marketplace or other platforms after vesting.