EXHIBIT C FORM OF SUBSCRIPTION AGREEMENT See AttachedSubscription Agreement • April 16th, 2019 • CERES Coin LLC • Finance services • Delaware
The undersigned (individually and collectively, as applicable; the “Investor”), intending to be legally bound and has executed and delivered this SUBSCRIPTION AGREEMENT (this “Agreement”) as of the date identified on the signature page to this Agreement; provided that this Agreement will not become effective unless and until it has been duly executed by CERES COIN LLC, a Delaware limited liability company (the “Company”) evidencing the Company’s acceptance of Investor’s subscription to purchase the Subscribed Tokens (as defined below), in whole or in part.
LIMITED LIABILITY COMPANY AGREEMENT CM SOLUTIONS LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • April 16th, 2019 • CERES Coin LLC • Finance services • Delaware
This Limited Liability Company Agreement (collectively with all schedules and exhibits hereto, as amended and/or restated from time to time, this “Agreement”) of CM Solutions LLC, a Delaware limited liability company agreement (the “Company”) is made and entered into as of April 18th, 2018 (the “Effective Date”) by and among the Persons whose names and addresses are listed on the Schedule of Members attached hereto as Schedule A (the “Schedule of Members”). Unless otherwise indicated, capitalized words and phrases in this Agreement shall have the meanings set forth in the Glossary of Terms attached hereto as Exhibit A.
Limited Liability Company Agreement of CoolMellon, LLC, a Limited Liability CompanyLimited Liability • April 16th, 2019 • CERES Coin LLC • Finance services • Texas
PRIVATE INVESTMENT AGREEMENTPrivate Investment Agreement • April 16th, 2019 • CERES Coin LLC • Finance services • Delaware
THIS CERTIFIES THAT, effective as of this ____ day of __________, 2018 and in exchange for the payment of the “Purchase Price” (as defined below) made by [Investor Name] (the “Investor”), to CERES COIN LLC, a Delaware limited liability company (the “Company”) pursuant to the “Purchase Agreement” (as defined below), the Company hereby issues and delivers this PRIVATE INVESTMENT AGREEMENT (this “PIA”) to the Investor.
EXHIBIT B COIN RIGHTS AGREEMENT See AttachedCoin Rights Agreement • April 16th, 2019 • CERES Coin LLC • Finance services • Delaware
THE “COINS” (AS DEFINED BELOW) ARE PROVIDED SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT THE COIN-HOLDER (AS DEFINED BELOW) ACCEPTS AND COMPLIES WITH THEM. THE “COIN-HOLDER” (AS DEFINED BELOW): (A) ACCEPTS THIS AGREEMENT AND AGREES THAT IT IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) THE COIN-HOLDER OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF THE COIN-HOLDER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, THE PERSON AGREEING TO THIS AGREEMENT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE COIN-HOLDER AND BIND THE COIN-HOLDER TO ITS TERMS. IF THE COIN-HOLDER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THE COMPANY (AS DEFINED BELOW) WILL NOT AND DOES NOT AGREE TO OFFER AND/OR SELL ANY COINS TO THE COIN-HOLDER.
