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SIMPLE AGREEMENT FOR FUTURE TOKENS (SAFT)

OLLX Private Sale

Governing Law: Singapore

IMPORTANT NOTICE

This Simple Agreement for Future Tokens (“Agreement”) governs the purchase of OLLX tokens offered in a private sale by Olla Exchange and OChain, collectively referred to as the ‘Project’.


By checking the acceptance box, submitting the purchase form, and/or transferring funds, you irrevocably agree to all terms of this Agreement.

If you do not agree, do not proceed.

1. Nature of the Agreement

1.1 This Simple Agreement for Future Tokens (“SAFT”) relates to the digital utility token known as OLLX (“Token”), offered in a private sale by Olla Exchange / OChain (the “Project”).


1.2 This Agreement represents a contractual right to receive OLLX tokens in the future, subject to the satisfaction of the following conditions:


- Launch of the OChain Mainnet


- Completion of the 1:1 token migration from the Solana-based OLLX to OChain


- Application of the vesting schedule and any applicable cliff period


1.3 The Project is currently operating as a decentralized blockchain initiative and does not yet have a registered legal entity at the time of this Agreement.


1.4 The Project intends to establish one or more legal entities in a crypto-friendly jurisdiction (including but not limited to Singapore, the United Arab Emirates, the Cayman Islands, or the British Virgin Islands) prior to or in connection with the Mainnet launch and/or Token Generation Event (“TGE”). Upon such establishment, the rights and obligations under this Agreement may be assigned or novated to such entity without requiring further consent from the Purchaser.


1.5 OLLX tokens purchased under this Agreement:


- Are NOT securities


- Are NOT equity or debt instruments


- Are NOT immediately tradable


- Do NOT represent ownership, shares, profit rights, or voting rights in any legal entity


1.6 The Purchaser acknowledges that this Agreement is not an investment contract, and that the primary purpose of OLLX is utility within the OChain ecosystem, including but not limited to network usage, staking, governance, and protocol-level operations once Mainnet is live.


1.7 Project Name, Branding & Structural Changes:


The Purchaser acknowledges and agrees that the Project may, at its sole discretion, change, update, consolidate, rebrand, or replace any project names, brand names, product names, domain names, or identifiers currently known as “Olla,” “Olla Exchange,” “OChain,” or any related naming conventions.


Such changes may occur for reasons including, but not limited to, regulatory requirements, jurisdictional conflicts, trademark considerations, strategic repositioning, or commercial optimization, and shall not constitute a material change to this Agreement.


Any successor name, brand, protocol, or entity that continues the development, issuance, migration, vesting, or operation of the OLLX token and its associated ecosystem shall be deemed the same “Project” for the purposes of this Agreement.


The Purchaser agrees that no rebranding, renaming, or restructuring shall affect:


- The Purchaser’s 1:1 token entitlement


- Migration rights


- Vesting schedule


- Obligations of the Project under this Agreement

2. Current Token Status (Solana)

2.1 At the time of purchase:


- OLLX exists temporarily on the Solana blockchain


- Tokens are non-tradable


- Tokens do not have market liquidity


- Tokens have no guaranteed market value


2.2 Upon completion of payment, the Purchaser may receive up to 100% of the purchased OLLX tokens on the Solana blockchain, solely as a temporary representation of entitlement, pending migration to OChain.


2.3 Receipt or visibility of OLLX on Solana:


- Does not constitute final delivery of functional tokens


- Does not grant economic liquidity or transfer rights


- Does not override vesting restrictions enforced on OChain


2.4 Transfer Restriction (Critical Clause)


The Purchaser must NOT transfer, assign, sell, delegate, or move Solana-based OLLX tokens (in whole or in part) to any third party or wallet other than the original receiving wallet.


Any unauthorized transfer may result in:


- Loss of migration eligibility


- Inability to receive OLLX on OChain


- Forfeiture of migration, vesting, and future token delivery rights under this Agreement.


This restriction exists to ensure accurate migration, communication, and vesting enforcement.


2.5 Wallet Risk & Token Destruction


If the Purchaser voluntarily burns, destroys, or otherwise renders inaccessible any Solana-based OLLX tokens prior to migration, the Purchaser acknowledges that such action constitutes a voluntary forfeiture of migration eligibility, and the Project shall have no obligation to replace, reissue, or compensate for such tokens.


The Purchaser acknowledges that migration eligibility is strictly tied to the original Solana wallet used for the purchase.


Loss of access, compromise, theft, or destruction of private keys or recovery phrases shall be solely the Purchaser’s responsibility, and the Project shall have no obligation to verify, recover, or reassign migration rights.

3. Token Migration (1:1)

3.1 All OLLX tokens will be migrated on a 1:1 basis from Solana to OChain Mainnet.


3.2 Upon migration:


- Solana-based OLLX tokens will be permanently burned


- New OLLX tokens will be minted on OChain


- The Project retains discretion over migration mechanics, timing, and technical implementation


3.3 Migration is mandatory to access functional OLLX tokens within the OChain ecosystem.

4. Vesting & Unlock Schedule

4.1 Regardless of any prior receipt or visibility of tokens on Solana, all economic rights are governed exclusively by the vesting smart contract on OChain.


4.2 Vesting applies only after migration to OChain, and Solana-based OLLX tokens do not represent unlocked or liquid assets.


4.3 Indicative vesting structure (subject to final configuration):


- Initial unlock: 10% after Mainnet launch


- Remaining allocation: Linear vesting over a defined period


- No early unlock


- No acceleration events


4.4 Tokens that are not vested:


- Cannot be transferred


- Cannot be traded


- Cannot be accessed or bypassed by any means

5. Use of Funds

Funds raised under this Agreement may be used for, but are not limited to:


- Core protocol and AI infrastructure development


- Testnet and Mainnet infrastructure


- Validator tooling and network operations


- Security audits and testing


- Engineering payroll and operational costs


- Legal structuring and compliance


No guarantee is made regarding outcomes, timelines, or success.

6. No Liquidity, Price, or Profit Guarantee

6.1 There is no guarantee of:


- Exchange listings


- Secondary market liquidity


- Token price appreciation


6.2 The Project makes no representations or assurances regarding:


- Future token price


- Market demand


- Profitability


- Volatility or price fluctuations after OLLX becomes tradable on OChain and/or any third-party platform, exchange, marketplace, or secondary market


6.3 Any future trading, listing, liquidity, or market behavior of OLLX is entirely speculative, subject to external market forces, and outside the Project’s control.

7. Risk Acknowledgement

The Purchaser understands and accepts all risks, including but not limited to:


- Technical failure or vulnerabilities


- Delays, modifications, or cancellation


- Regulatory or legal changes


- Smart contract risks


- Market volatility


- Partial or total loss of funds

8. Compliance & Eligibility

By accepting this Agreement, the Purchaser confirms that:


- They are legally permitted to participate


- They are not relying on investment advice


- They understand this is a high-risk, early-stage project


- They are participating for utility purposes, not speculative profit

8A. Funding & Timeline Dependency

The Purchaser acknowledges and agrees that the launch of the Testnet, Mainnet, Token Generation Event (“TGE”), and any related milestones are entirely dependent on sufficient funding, technical readiness, legal considerations, and market conditions.


No dates, timelines, or milestones referenced in any materials, communications, or discussions shall be construed as guaranteed or binding.


The Project reserves the right to:


- Delay


- Modify


- Accelerate


- Restructure


- Cancel


any Testnet, Mainnet, or TGE plans if sufficient funding is not secured or if conditions are deemed unsuitable.


Such changes shall not constitute a breach of this Agreement and shall not give rise to any refund or claim.

9. No Refund Policy

All purchases are final and non-refundable, except where explicitly required by applicable law.

10. Modification Rights

The Project reserves the right to:


- Update vesting parameters


- Modify migration mechanics


- Adjust timelines or technical implementations


Provided that the 1:1 token entitlement is preserved.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Singapore, without regard to conflict-of-law principles.

12. Acceptance

By checking the acceptance box and proceeding with the purchase:


- You confirm that you have read and understood this Agreement


- You agree to be legally bound by its terms


- You acknowledge that no physical or digital signature is required


- This Agreement constitutes a legally binding electronic contract