This document serves as a comprehensive memorandum of understanding and equity agreement between Fluxx, the blockchain project, and prospective investors purchasing Fluxx Tokens during the private presale phase. It delineates the critical terms governing equity allocation, token purchase limits, resale conditions, rights, and obligations of the Investor as they relate to their investment in Fluxx tokens. The Agreement emphasizes transparent governance, investor protections, and clearly defines legal and operational frameworks to ensure a secure and mutually beneficial partnership. Investors are encouraged to review the following sections thoroughly to understand their rights, responsibilities, and the equity structure tied to their token holdings.

by Fluxx Development.




Investors who purchase Fluxx Tokens during the initial private presale phase are granted equity stakes in the Fluxx Project directly proportional to the volume of their Token acquisition as detailed in this Agreement. Equity entitles holders to both profits and losses attributable to the payment gateway income and any valuations accruing upon public listing on the stock exchange. This linkage between Token ownership and equity incentivizes early engagement and aligns investor and project interests. The Agreement stipulates minimum purchase amounts to qualify for equity holdings: a minimum of $1,000 worth of Tokens during the closed-door private presale and at least $5,000 during the open private presale. Each $1,000 invested translates into a 0.1% equity share, establishing a transparent and precise calculation basis for determining ownership percentage. This arrangement ensures that equity stakes are clearly quantifiable and directly correlated with investment volume, providing both parties clarity in their financial relationship and potential returns from Fluxx's operational revenue streams and future valuation increases.

To maintain an equitable distribution of equity and manage project risk exposure, individual investors are capped at a maximum token purchase of $10,000 for equity holding without additional approval. Should an investor wish to exceed this threshold, a formal written request must be submitted to the Fluxx project team for review and consideration. Upon approval, the maximum individual purchase cap for equity holding can extend up to $30,000 worth of Tokens. This tiered approach balances broad participation with the potential for strategic larger investments, ensuring project governance retains oversight over substantial equity allocations and mitigates concentration risk. Investors exceeding the $10,000 baseline without prior approval will not be eligible for increased equity holding benefits. These mechanisms exemplify the Project's commitment to prudent capital governance and transparency in managing investor relations.



Token Sale Conditions and Partial Investment Recovery
Token holders with equity stakes are granted the right to recoup partial investments by selling up to 25% of their Tokens at the payment gateway launch without reducing their equity ownership percentages. This provision allows investors liquidity options while preserving their proportional interest in the Project's equity pool. Crucially, the sale of this Token fraction must occur directly back to Fluxx at the Token launch price, which is fixed to guarantee profitable returns for investors. This mechanism is designed to foster confidence by providing a secure exit option that yields immediate profit, minimizing risk for initial investors. Such terms demonstrate a balanced approach to investor incentives, combining potential long-term equity gains with short-term liquidity assurances, enhancing the attractiveness of Fluxx¾s private presale.


Investor Rights: Updates, Forums, and Right of First Refusal
The Agreement secures privileged access for Investors to timely, first-hand updates regarding all developments and upgrades within the Fluxx Ecosystem. This transparency is operationalized through mandatory participation in quarterly investors¾ forums, providing a structured platform for dialogue, progress reports, and strategic discussions. Further, Investors are accorded the critical right of first refusal concerning new income streams and business opportunities emerging within the Fluxx ecosystem that are made publicly available. This right affords Investors priority consideration in expanding their involvement or capitalizing on emerging projects, reinforcing their active status and influence within Fluxx¾s commercial ventures. Collectively, these rights underscore Fluxx¾s commitment to ongoing investor engagement, fostering a collaborative and informed relationship that aligns development momentum with investor participation


Restrictions on Equity Transfer and Token Redemption
The equity interest granted through Token purchase is expressly non-transferable, ensuring stable, controlled equity ownership within the Fluxx Project. Should an Investor decide to exit the investment, their Tokens may only be sold back to Fluxx, thereby revoking the corresponding equity holding. This restriction is designed to preserve the integrity and distribution of ownership among committed investors, preventing unauthorized transfers or speculative trading that might destabilize project governance or equity calculus. By centralizing equity revocation and Token buyback authority with Fluxx, the Project safeguards its capital structure from dilution and ensures orderly management of investor turnover, important for maintaining regulatory compliance and sustained investor confidence.


Governing Law and Dispute Resolution
This Agreement is governed by the laws of the specified jurisdiction, which provide the legal framework for interpreting and enforcing its terms. Any disputes arising between Fluxx and the Investor under this Agreement shall be resolved through arbitration, pursuant to the rules set forth by the designated arbitration body. Arbitration offers a confidential, efficient alternative to traditional litigation, streamlining dispute resolution and minimizing potential disruptions to the Project operations and investor relationships. This provision protects both parties by ensuring a neutral, binding process for addressing any conflicts. Investors are advised to carefully consider the jurisdiction and arbitration details as part of their due diligence process when entering into this Agreement, as these elements critically impact legal recourse and enforcement mechanisms.



Entire Agreement and Investor Acknowledgment
This document constitutes the entire Agreement between Fluxx and the Investor, superseding all prior communications, understandings, or agreements related to the Token presale and associated equity holding. It is comprehensive and legally binding upon signature from both parties. The Investor's act of purchasing Fluxx Tokens and signing this Agreement confirms full reading, understanding, and consent to all stipulated terms, conditions, and obligations contained herein. This acknowledgment protects both parties and formalizes the investment relationship under clear legal and operational standards. Investors should retain copies of the signed Agreement for their records and consult legal counsel if needed to clarify any provisions or implications arising from their investment commitment in the Fluxx Project.