Token Swap Agreement
Solar (SXP) × Binance
TOKEN SWAP AGREEMENT
This Token Swap Agreement Cover Sheet (“Cover Sheet”) is entered into between the Binance entity (“Binance”), the Solar entity (“Issuer”), and Nayiem (“Nayiem”) (all named below) on the date of the last signature (“Effective Date”). This Cover Sheet is subject to and incorporates by reference the General Terms and Conditions under Schedule 1. The execution of this Cover Sheet creates a legally binding contract between Binance, Solar, and Nayiem.
1. Binance
2. Solar
3. Nayiem
(Nayiem, together with Solar, the “Solar Parties”)
4. Context
Binance Capital Management Limited (“BCM”) and Solar previously entered into an agreement on 18 July 2023 where Solar agreed to swap and release 31,200,000 SXP tokens to BCM by releasing 600,000 SXP tokens per month to BCM starting from 18 July 2023.
As at the Effective Date, Solar has released and BCM has received 13,200,000 SXP tokens and there are still 18,000,000 SXP tokens yet to be released. Binance and BCM belong to the same corporate group and BCM has agreed for the remaining 18,000,000 SXP tokens to be released to Binance.
5. Solar’s Obligations
The Solar Parties:
- shall release and send the remaining 18,000,000 SXP tokens to Binance on or before 18 February 2026 to the wallet address [SejwBNVpw431zFVTmrujhTfeh1oRLweFdc]. The wallet address as may be amended by notice in writing;
- shall maintain the current project mainnet network live as at the date of this Agreement so that the SXP tokens can be effectively utilised and shall not remove, replace, take down, or otherwise make the SXP tokens or the current mainnet network ineffective unless with Binance’s prior written consent;
- agrees to obtain Binance’s prior written consent before implementing (A) any token swap concerning SXP tokens or (B) mainnet swaps or integrations concerning the current mainnet network of the SXP tokens. If (A) and/or (B) occurs, the Solar Parties shall ensure that all SXP tokens that Binance are entitled to under this Agreement will be swapped for the new tokens and/or properly transitioned to the new network, as soon as possible without delay;
- agrees that the wallet address [SejwBNVpw431zFVTmrujhTfeh1oRLweFdc] and all SXP tokens held within it, belong to Binance and none of the Solar Parties nor any third party have any legal or beneficial ownership over to this wallet or the SXP tokens held within; and
- agree that Solar and Nayiem shall be jointly and severally liable for their obligations and liabilities under this Agreement.
6. Notice email
Signatures
The signature blocks below appear unexecuted (blank) in this copy:
SCHEDULE 1 — General Terms and Conditions
These General Terms and Conditions (“General Terms”) together with the Cover Sheet form an “Agreement” between Binance and the Solar Parties.
Confidential Information
Either party (the “Disclosing Party”) may disclose or make available to the other party (the “Receiving Party”), whether orally or in physical form, confidential or proprietary information concerning the Disclosing Party and/or its business, products, services, marketing, promotional or technical information in connection with this Agreement, which shall include the terms and conditions of this Agreement (collectively, the “Confidential Information”). For purposes hereof, Confidential Information will not include information: (a) which was previously known to Receiving Party without an obligation of confidentiality; (b) which was acquired by Receiving Party from a third party which was not, to the Receiving Party’s knowledge, under an obligation to not disclose such information; (c) which is or becomes publicly available through no fault of Receiving Party; or (d) which Disclosing Party gave written permission to Receiving Party for disclosure, but only with respect to such permitted disclosure.
Requirements. Except as otherwise required by applicable law, each Receiving Party agrees that (a) it will use the Confidential Information of the Disclosing Party solely for the purpose of this Agreement and (b) it will not disclose the Confidential Information of the Disclosing Party to any third party other than the Receiving Party’s employees or agents on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as strict as those contained herein. The Receiving Party will protect the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information and materials of like kind, but in no event less than a reasonable standard of care. The Receiving Party is responsible for any breach of the confidentiality provisions of this Agreement by its employees or agents. Upon request by the Disclosing Party, the Receiving Party will return all copies of any Confidential Information to the Disclosing Party. Confidential Information disclosed by the Disclosing Party to the Receiving Party will at all times remain the property of the Disclosing Party. No license under any trade secrets, copyrights, or other rights is granted under this Agreement or by any disclosure of Confidential Information under this Agreement. For Confidential Information that does not constitute “trade secrets” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of this Agreement.
Representations and Warranties; Disclaimer
Each party hereby represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) if a company, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the Term will not enter into, any agreement that would prevent it from complying with this Agreement; and (d) it will comply with all applicable laws and regulations in its performance of this Agreement.
Indemnification
The Solar Parties will indemnify, defend and hold harmless Binance, its affiliates and their directors, officers, employees and agents against all claims, damages, losses and expenses (including reasonable attorney’s fees) with respect to any claim arising out of or related to a breach of this Agreement by the Solar Parties.
Except for a Party’s indemnification obligations, in no event shall: (i) either party be liable for any claim for any indirect, willful, punitive, incidental, exemplary, special or consequential damages, for loss of business profits, or damages for loss of business of the other party or any third party arising out of this agreement, or loss or inaccuracy of data of any kind, whether based on contract, tort or any other legal theory, even if such party has been advised of the possibility of such damages; (ii) Binance’s total liability exceed US$10,000.
Termination
Either party may terminate this Agreement in the event of a material breach by the other party if the breach is not cured by the other party within ten (10) days’ written notice thereof by the non-breaching party. Either party may terminate this Agreement immediately upon notice to the other party in the event the other party makes an assignment for the benefit of creditors, files an involuntary petition in bankruptcy or is adjudicated bankrupt or insolvent, has a receiver appointed for any portion of its business or property, or has a trustee in bankruptcy or trustee in insolvency appointed for it under law. Binance may terminate this Agreement in its entirety at any time without cause by giving prior written notice of termination to the other parties.
General and Miscellaneous Provisions
Law and Venue. This Agreement shall be construed in accordance with and controlled by the laws of England and Wales. All disputes, controversies or claims between the Parties arising out of or in connection with this Agreement (including its existence, validity or termination) shall be finally resolved by arbitration to be held the courts of London.
Notice. Any and all notices permitted or required to be given hereunder shall be sent to the address in the Cover Sheet, or such other address as may be provided, and deemed duly given on the day the email was sent.
Waiver, Modification. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option. Any modification or amendment to this Agreement shall be effective only if in writing and signed by both parties.
Severability. In the event any provision of this Agreement is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this Agreement (and each of the remaining terms and conditions contained herein) shall remain in full force and effect.
No Assignment. This Agreement may not be assigned, in whole or in part, by a party without the prior written consent of the other party, provided that each party may assign this agreement, upon notice to the other party, to (a) an affiliate of such party, or (b) in connection with the sale of all or substantially all of such party’s equity, business or assets. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns.
Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement and that any agreement, statement or promise that is not contained in this Agreement shall not be valid or binding or of any force or effect.