SUBSCRIPTION AGREEMENT
The undersigned (the “Subscriber”), desires to become a fractional owner of a 1934 $100,000 US Gold Certificate Specimen (the “Asset”) issued as non-fungible tokens (each an “NFT”) issued and minted by the Vici Network through its smart contracts. The Asset is owned by Kagin’s Digital LLC, a limited liability company organized under the laws of the state of Delaware (“Issuer” or the “Company”). One NFT represents a 1/500 ownership share in the Asset and valued at a rate of $1,000 to $1,200 per NFT. Accordingly, the Subscriber hereby agrees as follows:
1. Subscription.
1.1 The Subscriber hereby subscribes for and agrees to accept from the Issuer that number of NFTs at the price per NFT set forth on the Signature Page attached to this Subscription Agreement (the “Agreement”). This offer to purchase is submitted in accordance with and subject to the terms and conditions described in this Subscription Agreement (the “Agreement”). The Subscriber acknowledges that the Company reserves the right, in its sole and absolute discretion, to accept or reject this subscription and the subscription will not be binding until accepted by the Issuer in writing.
1.2. The closing of the Subscription of NFTs hereunder (the “Closing”) shall occur immediately upon: (i) receipt and acceptance by the Company of a properly executed Signature Page or electronic acceptance to this Agreement; and (ii) receipt of all funds for the subscription of NFTs hereunder.
2. Purchase Procedure. The Subscriber acknowledges that, in order to subscribe for NFTs, he must, and he does hereby, deliver to the Issuer:
2.1 An electronic acceptance of this Agreement at the Issuer’s designated online purchasing page, https://kagins.digital/; and
2.2 An electronic payment made at the Issuer’s designated online purchasing page, https://kagins.digital/, or alternatively an acceptable cryptocurrency transfer, wire, personal check, cashier’s check or money order made payable to Kagin’s Digital LLC.
3. Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Issuer, with the intent and understanding that the Issuer will rely thereon:
3.1 Subscriber acknowledges the receipt of Issuer’s Offering Circular, including all exhibits attached thereto (the “Offering Circular”). The Offering Circular contains the terms and conditions of the offering of the NFTs and risks associated with the purchase thereof. Subscriber has had an opportunity to review the Offering Circular and seek assistance from legal, financial, tax, or other advisors.
3.2 All information herein concerning the Subscriber is correct and complete as of the date hereof and as of the date of Closing.
3.3 If the Subscriber is purchasing the NFTs in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents. Upon request of the Companies, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Companies and/or evidencing the satisfaction of the foregoing.
3.4 The Subscriber hereby attests that he/she/it is an Accredited Investor as that term is defined in Regulation D of the Securities Act.
4. Applicable Law. This Agreement shall be construed in accordance with and governed by the laws applicable to contracts made and wholly performed in the State of California.
5. Execution in Counterparts. This Subscription Agreement may be executed in one or more counterparts.
6. Persons Bound. This Subscription Agreement shall, except as otherwise provided herein, inure to the benefit of and be binding on the Companies and its successors and assigns and on each Subscriber and his respective heirs, executors, administrators, successors and assigns.
7. Amendments. The Company reserves the right to amend this Agreement by posting the amended version on its website and/or by delivering it to Subscriber by electronic mail. Subscriber will be deemed to have accepted such amended version by retaining its NFT(s) purchased hereunder. If Subscriber does not wish to accept such amended version, Subscriber may return its NFT(s) purchased hereunder and request a refund for such purchase.
8. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by electronic mail or facsimile transmission, or sent by certified, registered or express mail, postage prepaid, to the address of each party set forth herein. Any such notice shall be deemed given when delivered personally, telegraphed, telexed or sent by electronic mail or facsimile transmission or, if mailed, three days after the date of deposit in the United States mails.
9. CERTIFICATION. THE SUBSCRIBER CERTIFIES THAT HE HAS READ THIS ENTIRE SUBSCRIPTION AGREEMENT AND THAT EVERY STATEMENT MADE BY THE SUBSCRIBER HEREIN IS TRUE AND COMPLETE.
SUBSCRIBER SIGNATURE
The undersigned, desiring to subscribe for the number of NFTs, each representing a 1/500 ownership interest of the Asset subject to the terms of the Offering Circular, issued by the Issuer as is set forth below, acknowledges that he/she has received and understands the terms and conditions of the Subscription Agreement attached hereto and that he/she does hereby agree to all the terms and conditions contained therein.
IN WITNESS WHEREOF, the undersigned has hereby electronically accepted this Subscription Agreement as of the date recorded.