OilXCoin Token Subscription Agreement
THIS AGREEMENT DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR OTHER JURISDICTION IN WHICH AN OFFER OR SOLICITATION IS NOT AUTHORIZED.
Notice to investors in the United States
The OilXCoins have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any United States state securities laws or the laws of any foreign jurisdiction. The OilXCoins that will be received by investors will be offered and sold only (A) outside the United States to non-U.S. Persons who are not purchasing for the account or benefit of a U.S. Person as defined under Regulation S under the Securities Act (“Regulation S”) or (B) in the United States to “accredited investors” (as defined in Regulation D under the Securities Act (“Regulation D”) pursuant to Rule 506(c) thereof, and other exemptions of similar import in the laws of the states and other jurisdictions where an offering of OilXCoins will be made. OilXCoins sold to U.S. investors or in the United States will be subject to the transfer restrictions set forth in the applicable subscription document, and each investor that is a U.S. person or in the United States must provide proof to the Issuer that such investor is an "accredited investor” as defined in Regulation D prior to any purchase. The Issuer will not be registered as an investment company under the United States Investment Company Act of 1940, as amended (the “Investment Company Act”), and investors will not be afforded the protections of the Investment Company Act.
Notice to investors in Switzerland
Neither this document nor any other offering or marketing material relating to the OilXCoins or the transaction described herein (the “Transaction Documents”) constitutes a prospectus pursuant to the Swiss Financial Services Act (“FinSA”), and the Transaction Documents have not been and will not be reviewed or approved by a Swiss prospectus review office in accordance with Article 51 FinSA. The Transaction Documents may not be distributed or otherwise made available in Switzerland in a manner that would require the publication of a prospectus in Switzerland pursuant to FinSA.
The OilXCoins are not and may not be publicly offered or marketed directly or indirectly in or into Switzerland within the meaning of FinSA, except under circumstances where such offer does not require the publication of a prospectus pursuant to FinSA. Subject to the foregoing, the Issuer may offer the OilXCoins in or into Switzerland to the public if such offer does not exceed a total value of CHF 8 million over a 12-month period.
Subscription Agreement for the Sale of OilXCoin
(the "Agreement")
dated as of the Effective Date (as defined herein) by and among
DeXentra GmbH, Landis + Gyr-Strasse 1, 6300 Zug
(the "Issuer")
and
Each Buyer (as defined herein)
(the "Buyer" and
together with the Seller and the Company
the "Parties" and each a "Party")
regarding the sale and purchase of OilXCoin
Preamble
(a) The Issuer is a limited liability company incorporated under the laws of Switzerland (Gesellschaft mit beschränkter Haftung / société à responsabilité limitée, articles 772 et seq. of the Swiss Code of Obligations) having its principal office in Zug, Switzerland.
(b) The Issuer expects to conduct, directly or through affiliates, business activities which mainly include (a) the purchase or lease of oil reserves (oil-in-place), natural gas reserves (gas-in-place), or land that has been identified as being atop of oil-in-place or gas-in-place, or (b) investments (including joint ventures) and operational expenses to extract the oil or natural gas.
(c) To finance its operations, the Issuer intends to issue a token that will be linked to the value of those of Issuer's assets which will be used to conduct the Issuer's oil and gas business (this token, the "OilXCoin").
(d) The terms and conditions applicable to the OilXCoin (the "Terms of the OilXCoin") are set out in full in the EU Growth Prospectus for the public offering of OilXCoin, as approved by the Financial Market Authority (FMA) of Liechtenstein on 28 February 2025, and as supplemented by a prospectus supplement approved by the FMA on 21 March 2025 (together, the “Prospectus”), and as may be further amended or updated from time to time. The Prospectus and the Terms of the OilXCoin, are made available on the website of the European Securities and Markets Authority at https://registers.esma.europa.eu/publication/details?core=esma_registers_priii_documents&docId=35110776
(e) Subject to the terms and conditions of this Agreement, the Eligible Person wishing to purchase OilXCoins from the Seller accepts to enter into this Agreement in accordance with the procedures described herein (the "Buyer").
(f) The OilXCoins is or will be subject to terms and conditions which will be binding on the Issuer and the Buyer.
1) Certain definitions
In addition to the other terms defined elsewhere in this Agreement, the following words and terms shall have the meaning set forth below:
(a) "Business Day" means any day, other than a Saturday or a Sunday, on which commercial banks are opened for normal business in Zug, Switzerland.
(b) "Buyer Wallet" means the Digital Wallet of the Buyer on which the Buyer has asked to receive any OilXCoin purchased pursuant to this Agreement. The Buyer Wallet must be able to receive ERC-20 tokens.
(c) "Digital Wallet" means a technological means of exercising control over a certain quantity of digital tokens, such as OilXCoins or cryptocurrencies. A Digital Wallet may involve a pair of alphanumeric strings called "keys", comprised of a public key and a private key.
(d) "Eligible Person" means a person or entity for whom the warranties and representation listed in section 3) are true.
(e) "Issuer Wallet" means the following Digital Wallet on the Ethereum Blockchain: 0xa7F52C08F3b9784241FaaF58753E8f90814bc2eB
(f) "Purchase Price" means the price (denominated in ETH, the native cryptocurrency of the Ethereum blockchain or in fiat currency, at the option of the Issuer) at which the OilXCoins are sold to the Buyer, as displayed on the Website at the final step of the order process.
(g) "Sanction" means any sanction or embargo administered by the Swiss government, the United States, the European Union or the United Nations, the United Kingdom, and any other applicable sanctions regime.
(i) "Website" means the webpage or series of webpages accessible through oilxcoin.io.
2) Scope
(a) This Agreement applies to the sale of OilXCoins by the Issuer to the Buyer, i.e. a person or entity that (a) has expressed the will to purchase one or several OilXCoins via the Website and (b) is an Eligible Person. No person or entity who is not an Eligible Person is permitted to acquire any OilXCoin.
(b) The OilXCoins are subject to the binding terms and conditions set forth in the Terms of the OilXCoin.
(c) OilXCoins being issued in the form of ledger-based securities in accordance with articles 973d ff. of the Swiss Code of Obligations, the Terms of the OilXCoin include tokenization terms (Registrierungsvereinbarung) which govern, among others, the holding, the transfer, and the cancellation of the OilXCoin, as well as the effects of such operations (the "Tokenization Terms"). The final version of the Tokenization Terms, as adopted by the Issuer from time to time, shall be made available by the Issuer on the Website.
(d) The Issuer shall not accept any deviating terms and conditions of the Buyer. This also applies if the Issuer does not expressly object to their inclusion.
3) Representations and warranties of the Buyer
(a) The Buyer represents and warrants as of the date of this Agreement and will be deemed to repeat these representations and warranties as of the Closing Date (as defined below) that:
(i) The Buyer is resident in one of the following jurisdictions: Austria; Belgium; Cyprus; Czechia; Denmark; France; Germany; Hungary; Ireland; Italy; Liechtenstein; Luxembourg; Malta; Netherlands; Norway; Poland; Portugal; Romania; Spain; Sweden; Switzerland; United States of America.
(ii) For Buyers that are persons in the United States of America: The Buyer is an "accredited investor” as defined in Regulation D and will provide the Issuer with proof of its status as an accredited investor which the Issuer will take reasonable steps to verify.
(iii) The Buyer has carefully read, reviewed, understands and accepts the Prospectus, the Terms of the OilXCoin, the Tokenization Terms, as well as the risk factors associated with the OilXCoin and the Issuer which are set out in the Prospectus. The Buyer has had sufficient time to consider the information contained therein and has consulted with its own advisors to the extent it deemed necessary.
(iv) The Buyer has the necessary legal capacity, authority and power (if applicable) to enter into this Agreement and perform the Buyer's undertakings under or in connection with this Agreement.
(v) The obligations of the Buyer under this Agreement constitute binding obligations of the Buyer in accordance with its terms.
(vi) The Buyer acquires any OilXCoin for its own account and is not acting for any third party as agent, fiduciary, nominee or in any other capacity.
(vii) The Buyer is the sole beneficial owner of the funds used to pay the Purchase Price.
(viii) In agreeing to invest in and to purchase the OilXCoins, the Buyer is not relying on any representation, warranty, confirmations, promises or agreements by the Issuer or any of the Issuer's affiliates or any of its or their directors, employees, advisers or agents or any other person acting on their behalf.
(ix) In making its decision to purchase the OilXCoins, the Buyer (1) has made its own investment decision regarding the OilXCoins based on the Prospectus, its own knowledge (including any information it may have or which is publicly available) with respect to the OilXCoins and the Issuer; (2) has sufficient knowledge and experience in financial and business matters and expertise in assessing credit, market and all other relevant risks and is capable of evaluating, and has evaluated, independently the merits, risks and suitability of purchasing the OilXCoins; (3) understands and has significant experience of cryptocurrencies, blockchain systems and services, and that fully understands the risks associated with the OilXCoins as well as the mechanism related to the use of cryptocurrencies and blockchain purchase address; (4) recognizes that an investment in the OilXCoins involves substantial risk and could result in the complete loss of such investment; and (5) can afford the complete loss of such investment.
(x) The Buyer has not taken any action in any country or jurisdiction that would constitute a public offering of OilXCoins, or which would require the Buyer or any other person or entity to submit any filing to, or take any action to register the OilXCoin with, any governmental, regulatory or legal authority, or to perform any additional action in relation to the OilXCoin.
(xi) The Buyer is not subject to any Sanction, and is not acting on behalf of any person or entity that is subject to Sanctions, and is not an officer, director or owner of any entity that is subject to Sanctions.
(xii) The Issuer makes no warranty whatsoever with respect to the purchased OilXCoins. In particular, the Issuer makes no warranty whatsoever regarding the timing of delivery of the OilXCoins and any features, tax treatment or performance of the OilXCoins.
4) Undertakings of the Buyer
(a) The Buyer undertakes to the Issuer:
(i) not to take any action in any country or jurisdiction that would constitute a public offering of the OilXCoin, or which would require the Buyer or any other person or entity, including but not limited to the Issuer, to submit any filing to, or take any action to register the OilXCoin with, any governmental, regulatory or legal authority, or to perform any additional action in relation to the OilXCoin;
(ii) to immediately inform the Issuer in the event any of the representations and warranties set forth herein would cease to be true and correct in all material respects;
(iii) to comply with any sales and transfer restrictions set forth herein, including but not limited clause 8(a) below, and not to undertake any offer, sale or transfer of the OilXCoins that would violate the provisions of the Agreement or the Terms of the OilXCoin;
(iv) to provide copies of this Agreement and its schedule and exhibit to any person buying the OilXCoin from the Buyer and specifically inform such person that (x) the final terms of the OilXCoin have been or will only be notified to such person through the Issuer's website indicated in The Terms of the OilXCoin, (y) by buying the OilXCoin, the Buyer agrees to be bound by the provisions of the Agreement and The Terms of the OilXCoin, including but not limited to any restrictions on transfer or the manner of offer and sale of the OilXCoin, and (z) by holding any OilXCoin, such person accepts to be so notified.
5) Acceptance and purchase mechanics
(a) Upon confirming on the Website that the Buyer intends to purchase one or several OilXCoins and accepting to be bound by this Agreement (the "Acceptance"), the Buyer shall be required to complete the purchase by paying the Purchase Price, subject to any right of the Issuer to terminate this Agreement. This Agreement shall be deemed to be entered into upon the date of the Acceptance (the "Effective Date").
(b) The Buyer shall be deemed to have complied with its obligation to pay the Purchase Price if:
(i) with respect to a payment in cryptocurrencies, the Buyer (i) has validly initiated a transfer of sufficient cryptocurrencies to the Issuer Wallet, and (ii) the transfer has been confirmed by the validation of at least 30 additional blocks of transactions on the Ethereum blockchain;
(ii) with respect to a payment in fiat currency, if permitted by the Issuer, the Purchase Price has been actually received in full by the Issuer on the Issuer's account indicated on the Website.
(c) Within three Business Days from the completion of the formalities of (a) and (b), the Seller will initiate the transfer of the purchased OilXCoin(s) to the Buyer Wallet (the date when the transfer is initiated being the "Closing Date").
6) Lock-up and vesting
(a) The OilXCoins purchased by the Buyer between 23 April 2025 and 13 May 2025 (the "ICO Period") shall be subject to a lock-up period commencing on the Closing Date and continuing until, and including, 1 March 2026 (the "Lock-Up Period"). For the duration of the Lock-Up Period, the Buyer shall not be entitled to sell or transfer the OilXCoins (the "Lock-Up"), subject to paragraph (b) hereunder.
(b) The OilXCoins purchased by the Buyer during the ICO Period shall vest and be released from the Lock-Up in accordance with the following vesting schedule:
(i) No OilXCoin shall vest during the ICO Period;
(ii) After expiration of the ICO Period, the OilXCoins shall vest gradually, in tranches of ten percent (10%) every month, commencing on July 1, 2025, until the OilXCoins are fully vested on April 1, 2026.
(c) The Issuer shall be entitled to set up the Lock-Up, the Lock-Up Period and vesting such that they are managed programmatically, by means of a smart contract deployed on the relevant distributed ledger.
7) Know-your-customer
(a) The Issuer shall be entitled to conduct know-your-customer ("KYC") verifications in connection with the transactions contemplated in this Agreement. Therefore, the Issuer may request information about the Buyer, such as the Buyer's name, address, email, phone number, and identification document, as well as any supporting or additional documentation that the Issuer considers necessary. The Issuer may also request additional details regarding the Buyer's background, the background and origin of the Buyer's funds used to pay the Purchase Price.
(b) The Issuer decides at its sole discretion whether the Buyer meets the Issuer's KYC standards. If the Buyer does not meet the Issuer's KYC standards, the Buyer will not be able to purchase an OilXCoin on the Website. In addition to the termination rights set out in clause 11), the Issuer may, without prior notice restrict the Buyer's access to the Website. In addition, if the Issuer deems it necessary to comply with applicable law following the advice of counsel, the Issuer shall be entitled to delay any repayment of funds already received by the Issuer as payment of the Purchase Price for as long as necessary.
8) Transfer Restrictions
(a) The OilXCoins sold to persons in the U.S. are deemed to be securities for U.S. purposes and cannot be offered, sold or transferred in the United States or to a U.S. Person (as defined in Regulation S under the Securities Act) for up to one year after the purchase of the OilXCoin except in a transaction exempt from the registration requirements of the Securities Act, such as a private transaction under Regulation D, that also complies with any applicable state securities laws.
(b) Each OilXCoin will be deemed to carry the following legend, which will be deemed binding on any holder of OilXCoins:
THE OILXCOINS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. PRIOR TO THE ONE YEAR ANNIVERSARY FROM THE PURCHASE OF THE OILXCOINS BY A BUYER OR A HOLDER OF OILXCOINS WHO IS A DISTRIBUTOR, DEALER, SUB-UNDERWRITER OR OTHER SECURITIES PROFESSIONAL, THE OILXCOINS MAY NOT BE OFFERED, SOLD OR RESOLD (INCLUDING OPENING A SHORT POSITION IN SUCH OILXCOINS) IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED BY RULE 902(k) OF REGULATION S ADOPTED UNDER THE ACT), OTHER THAN TO DISTRIBUTORS, UNLESS THE OILXCOINS ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAW IS AVAILABLE FOR SUCH TRANSACTION. HEDGING TRANSACTIONS INVOLVING OILXCOINS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
9) Miscellaneous
(a) Each Party shall bear its own costs in relation to this Agreement and the consummation of the transactions contemplated herein (including any "gas" fee, taxes and fees of professional advisors).
(b) Should individual provisions of this Agreement be or become invalid or unenforceable in whole or in part, this shall not affect the validity and enforceability of the remaining provisions of this Agreement. The invalid, illegal and/or unenforceable provision shall be deemed to be replaced by a valid, legal and enforceable provision which corresponds as far as possible to the spirit and economic purpose of this Agreement and the original intention of the parties.
(c) All notices and other communications to be given under or in connection with this Agreement shall be made in writing (which shall include an email) in German or English as follows:
if to the Buyer, using the contact details provided by the Buyer on the Website.
if to the Issuer:
DeXentra GmbH
Landis + Gyr Strasse 1
6300 Zug
Email: contact@oilxcoin.io
10) Liability
(a) The Issuer's liability is limited in all cases (contractual and non-contractual liability) to liability for wilful misconduct and gross negligence. Insofar as tasks are assigned to third parties, the Issuer's responsibility shall be limited to the careful selection and instruction of the third parties. In no event shall the Issuer be liable for indirect or consequential damages.
(b) Specifically, the Issuer shall not be liable for:
(i) the use by the Buyer of any Digital Wallet, including of any Digital Wallet operated by or with the help of third parties, and regardless of whether the Issuer has indicated that such Digital Wallets would be compatible with the Website, or otherwise displayed logos, names and instructions to this effect;
(ii) obligations not fulfilled or not satisfactorily fulfilled or for losses due to force majeure, unrest, war and natural disasters or other events beyond its control or technical problems not caused by the Issuer, in particular system failures, or which are the result of measures taken by the authorities in Switzerland or abroad. This also applies to losses resulting from technical problems or the partial or complete failure of IT equipment or IT systems used by third parties or in the event of data transmission errors. Furthermore, the Seller shall not be liable for any indirect or consequential losses, including, without limitation, lost profits or loss of earnings, unrealized savings and additional expenses, regardless of the legal grounds.
11) Termination
(a) The Issuer shall be entitled to terminate this Agreement at any time by notifying the Buyer:
(i) If the Buyer has failed to pay the Purchase Price within the timeframe specified in clause 5);
(ii) If the Buyer does not meet the Issuer's KYC standards as described in clause 7);
(iii) If the supply of OilXCoins has been exhausted by the time the Purchase Price is paid by the Buyer;
(iv) At the reasonable discretion of the Issuer prior to the occurrence of the Closing Date.
(b) If the Issuer terminates this Agreement, the Issuer shall no longer be required to deliver any OilXCoins to the Buyer. To the extent the Issuer has actually received (as the case may be partial) payment for the Purchase Price, the Issuer shall initiate the transfer of the fiat currency or cryptocurrencies received back to the Buyer within 10 days from the termination, provided however that the Issuer shall in such a case be entitled to pay for any transfer fees (including "gas" fees of the Ethereum blockchain) using the fiat currency or cryptocurrencies received from the Buyer, such that the Buyer may receive less fiat currency or cryptocurrencies than it has sent to the Issuer.
12) Applicable law and jurisdiction
(a) This Agreement shall be governed by Swiss law to the exclusion of the conflict of laws provisions of Swiss international private law and the UN Convention on Contracts for the International Sale of Goods.
(b) Any dispute, controversy, or claim arising out of, or in relation to, this Agreement, including regarding the validity, invalidity, breach or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the Notice of Arbitration is submitted in accordance with those Rules.
(c) The number of arbitrators shall be three. The seat of the arbitration shall be Zug, Switzerland. The language of the arbitration proceedings shall be German.