Suite 1909, Vattanac Capital Tower, 66 Monivong Boulevard,
Sangkat Wat Phnom, Khan Duan Penh, Phnom Penh, Cambodia

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Terms & Conditions

Details of the Company
In this terms and conditions, the “Company” refers to Flourish City Development Limited, a company incorporated in the Republic of Seychelles with registration number 205362.

1.

Rights attaching to Tokens

As an asset-backed token, AGWD Token holders share the equity of the Company at 1 token to 1 share ratio. Holders have the rights to receive dividend, and hold and transfer the tokens (subject to conditions mentioned in section 3 below). However, holders do not have voting rights on the Company and cannot use the tokens on any platform, protocol or network.

2.

Transferability

Investor’s tokens purchased at private sale, management tokens and shareholder tokens have lock up period of 6 months. Investor’s tokens purchased at public sale and advisor tokens do not have any lock up period. Unless the tokens fall within lock up period, they are freely tradable and transferable on Cryptosx Digital Assets Exchange (the “Exchange”) and over-the-counter.

3.

Payment details

The price of Token is set at USD0.12475 for both private and public sale. Investors shall remit the equivalent USD amount to the Company’s designated bank account or remit the equivalent USDT or ETH amount to the Company’s designated wallet before private or public sale end date.

4.

Sale of fractions

The Tokens cannot be purchased and sold in fractions. The minimum purchase and sale unit is 1 AGWD Token.

5.

Distribution and activation of Tokens

The Tokens will be distributed to the wallet of Exchange and be activated automatically. Investors shall open account with the Exchange and provide the company their address to receive the Tokens before the end of private or public sale periods.

6.

Right to terminate or suspend sale

If the Company considers appropriate, the Company may suspend or cancel the Tokens. Before suspension or termination of Tokens, the Company shall notice investors 1 month prior to suspension or termination. Investors shall sell the Tokens before the suspension or termination date.

7.

Number of Tokens

The total number of Tokens is 100 million, in which 40 million shall be issued to investors, 16 million to management and 44 million to shareholder.

8.

Unsold Tokens and further sales

If there is unsold Tokens, they will be taken up by the shareholder. No further sales will be arranged.

9.

Use of proceeds

64% of the proceeds will be used for inoculation process of agarwood trees, 11% will be used for tree purchase, 22% for operations and 4% for management.

10.

Exclusions of liability

The Company does not assume responsibility of any force majeure events, such as fire and pest on the agarwood trees which may lead to loss of the Company and Token holders.

11.

Defined terms

Unless otherwise specified, these terms shall have the following meanings: “CEZA” means Cagayan Economic Zone Authority, a government-owned and controlled corporation of the Philippines;
“Company” means Flourish City Development Limited;

“ETH” means Ethereum, a cryptocurrency;
“Exchange” means Cryptosx Digital Assets Exchange, the exchange which the Tokens are traded on;
“Investor” means purchaser of Tokens;
“Issuer” means Flourish City Development Limited, which its equity is the underlying asset of the Tokens;
“Token” means AGWD Token (ticker: AGWD);

2

“USD” means United States Dollar; “USDT” means Tether, a cryptocurrency.

12.

Notices

Purchasers will receive notices from the Issuer via email.

13.

No intention to profit

The Tokens are not intended to be redeemed, purchased or otherwise transaction for profit.

14.

Not currency

The Tokens are not to be understood, deemed, interpreted or construed to be or to be representative of any kind of currency, legal tender, money or deposit, whether fiat or otherwise, nor any substitute for such currency, legal tender, money or deposit.

15.

No obligation to replace

The Issuer is under no obligation to issue replacement Tokens in the event that any Token or private key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible for any reason.

16.

No requirement to redeem or purchase

Neither the Issuer nor any other person is obliged to redeem or purchase the Tokens at any time

17.

Future holders remain bound

This terms and conditions applies to both purchasers during offering period and subsequent purchasers of the Tokens, as long as the Token is a CEZA Approved Token.

18.

Risk factors

These are the major risks of investing in the Tokens:

  1. (a)  Tokens are stolen in Exchange due to hacking;

  2. (b)  Price of tokens fluctuate due to market conditions and does not reflect the value

    of the Company;

  3. (c)  Low liquidity of Tokens in the market.

19.

Representations, warranties and undertakings

The Company represents, warrants and undertakes that purchasers have capacity to 3

enter into the Terms and Conditions and ensures that the purchaser is not entering into the Terms and Conditions for an illegal purpose or in breach of applicable law

20.

Transferability and Blockchain

If any rule of law requires written notice to effect the transfer of any Token, such notice is deemed given as an electronic record by inclusion of the relevant transaction on a block on the Ethereum blockchain.

21.

Governing law and Dispute resolution

The terms and conditions and all rights, obligations and liabilities hereunder shall be governed by and construed in accordance with the laws of Philippines. Any disputes must be determined by the courts of Philippines. The rulings, orders, decisions and/or judgments of the courts of Philippines shall be final and conclusive

22.

Variation

The terms and conditions can be assigned, transferred or novated by the issuer to a third party.

23.

Termination

The terms and conditions can be terminated at any time subject to mutual agreement by the Company and investors, including if it would become illegal to continue for the purchaser to hold the Tokens.

24.

Language

The terms and conditions is in English. If there are other translated versions, the meaning of English version prevails.

25.