Call 888-965-7243 For Seminars Or Questions
High Return Crypto Investments
High Return Crypto Investments
High Return Crypto Investments
Crypto Mining Investments
High Return Crypto Investments
High Return Crypto Investments
How To Save & Spend Crypto
High Return Crypto Investments
How To Save & Spend Crypto
Signup For A Training Seminar!
See us in person!
Contact Us To Attend A Training Seminar Or Questions
WORLDWIDE MINING PARTNERS
Call 888-965-7243 Email: BitcoinFinancial@Protonmail.com
Subscription Agreement
Subscription Agreement General Terms
(For Informational Purposes Only)
(Applies Only to Contracted Investors)
The following contains a description of the general terms of a subscription agreement with the Company. It is intended for informational purposes only. In the event of investment in the Company(s) the terms of an authorized Subscription Agreement by signature on mining contract is valid and will control. This agreement may change without prior notice. Subscribed agrees to all changes without prior notice. Subscriber understands that any acting Manager, Educator, or Marketing Persons have no ownership in Companies, Offshore Entities, Computer Mining Equipment, Crypto Currency Generated from equipment, or any cash held in Bank accounts to operate said business.
Subscriber represents and acknowledges Subscriber has been informed that: all Computer and Crypto Mining Companies are based in the State of Wyoming and are owned and operated by Algorithm Hashing Systems LLC, Hunkins Waterfront Plaza, Suite 556, Main Street, Charlestown, Nevis; Phone 1-888-396-7243 (b) Companies are operated under the assistance of a selected Manager whom is and will continue to be held harmless; (c) Companies have been formed to acquire and operate a cryptocurrency mining operation as more fully set forth in the Private Offering Memorandum, ("Memorandum"), furnished to the undersigned herewith; (d) the offerings pursuant to the Memorandum will not be registered pursuant to the Securities Act of 1993, as amended ("Act"), or any state securities laws; and (e) a minimum of one of Company Crypto Mining Agreement ("Note") must be subscribed for hereby.
Subscriber understands that acting Manager receives no direct compensation from LLC’s invested and has no ownership over Investor funds, Bank funds, Crypto Mining Computers and Crypto Currency collected from said units. Subscriber also understands that any and all expenses of Manager will be paid from Investor funds.
Subscriber further acknowledges and agrees that all forms of cryptocurrency mining and investments related thereto are extremely high risk and investors may lose part or all of any investment. The subscriber understands they assume all risk of loss and hold harmless any Manager running daily operations.
The subscriber also understands and agrees that any invested funds may be converted to various forms of cryptocurrency per Wyoming State Law W.S. 40-22-104 to purchase mining units or pay business debts, loans, or all business costs.
The terms and conditions of the Subscription for an investment in the Companies are as follows:
1. Subscription for Company Note.
(a) Subscriber hereby agrees to purchase the Note set forth in Paragraph 13 hereof, which shall be payable at the time of subscription for such Note; and
(b) Tender of the aforementioned, and executed copies of this Subscription Agreement, shall be delivered to the Company, provided that all such funds shall be made payable to the Company. All such funds so paid shall be deposited in a banking institution selected by the Manager.
2. Contracting, Disbursement and Use of Funds.
The Manager has the right, in their sole judgment and discretion, to refuse and subscriptions tendered by any prospective investor, without interest and without reduction for any costs or expenses. Contracts can be terminated at any time by the LLC.
a. Purchase and hosting of Mining Equipment: Subscriber understands that supply chains including the building and delivery of equipment from outside of the United States has been adversely affected by the Covid-19 pandemic and resulting economic and supply chain disruption and may take up to 120 days for delivery of units purchased. Hosting of purchased equipment may take an additional 30 days once mining units have been received before crypto rewards are transferred to Subscriber.
b. Disclosure of Costs: Subscriber understands that purchase of all mining units, Company and Manager legal fees, repairs, rents, all electric for Crypto Miners, Electric for Management, gas, internet, phone, insurances, vehicles and any needed maintenance or operating costs, air travel, and any other forms of travel, meals, debts, and all forms of business expenses will be paid from investor funds.
c. Refund of Invested Funds: Subscriber understands and agrees that upon signed termination of services, refund of invested funds will be in crypto currency, Precious Metals or US dollars as determined by the Company. The refund of invested funds will be within 90 days of termination of contract but may be longer as determined by Company cashflow, Crypto currency available, Hash rate, Mining Difficulty or length of time to sell mining units if needed. The client agrees to any refund plan term as determined by the Company.
d. Startup Fees and Costs: Subscriber understands that mining farms which host miners require startup costs of boarding, electrical and additional fees paid in advance which may be up to 25% of investor funds. These startup fees will not affect contracted agreement, monthly crypto payouts, or refund amounts in any way but may affect the number of units purchased due to costs associated with boarding units.
e. Force Majeure. In the event of changes related to Crypto Currency in Government tax law, Securities Law, Commodities Law, Wyoming State Law, or Electrical costs and business expenses that exceed the rewards from Crypto Mining, the Company may choose at its discretion and timing to decrease interest paid or suspend payment. The decreased interest paid would decrease to 1% monthly or 12% per year. This may continue for an extended period of time based on the expenses exceeding the rewards of mining. This would not invalidate the contract signed by both parties but would enable the Company to continue to do business without liquidation and loss. Once Bitcoin price rises enough to cover expenses, contracted interest would resume. Both parties agree that any missed or decreased interest would not be owed by the Company or any other party.
f. Monthly payment of Crypto Currency. Every effort by the LLC will be made to make timely monthly payment, however issues related to Crypto Currency mining may prevent this from occurring on time. Issues such as Landlord facility issues, Electric grid and equipment issues, Mining Equipment errors or failures, Mining pool issues and withdrawals, and any key management issues. Subscriber understands that these are the mechanical risks of Crypto currency mining and holds harmless any manager or Corporation.
g. Dissolution of LLC. In the event the business environment of Crypto currency mining is no longer profitable, any contracted interest Crypto payment program will be suspended and any Crypto Currency generated from termination point will be used to repay Subscriber initial invested funds. Furthermore, the LLC invested by client may be dissolved and any assets or cash held directly by Wyoming LLC may be liquidated and dispersed to Clients.
3. Representations and Warranties of Subscriber.
Subscriber hereby represents and warrants to the Manager and the Company as
follows:
(a) Subscriber has sufficient liquid assets to pay promptly when due all payments when due.
(b) Subscriber can bear the economic risk of losing their entire investment.
(c) Subscriber's overall commitment to investments that are not readily marketable is not disproportionate to Subscriber's net worth, and Subscriber's investment with the Company will not cause such overall commitment to become excessive.
(d) Subscriber has adequate means of providing for Subscriber's current needs and personal contingencies and has no need for liquidity in Subscriber's investment with the Company.
(e) Subscriber has substantial experience in making investment decisions of this type or is relying on a Purchaser Representative (as hereinafter defined) in making this investment decision.
(f) Subscriber acknowledges that: (1) NONE has acted as
Subscriber's Purchaser Representative (as defined in applicable private offering rules of the Securities and Exchange Commission promulgated pursuant to the Act); (2) in evaluating Subscriber's investment as contemplated hereby, Subscriber has been advised by Subscriber's Purchaser Representative as to the merits and risks of the investment in general and the suitability of the investment for Subscriber in particular; and (3) Subscriber's Purchaser Representative has confirmed to Subscriber in writing (a copy of which instrument shall be annexed to this Subscriber Agreement by subscriber upon execution) of any past, present or future material relationship, actual or contemplated, between the Purchaser Representative and the Manager, or Affiliate thereof as described in the Memorandum.
(g) Subscriber has received and read or reviewed with Subscriber's Purchaser Representative, if any, and is familiar with the Memorandum, and the Subscription Agreement, and Subscriber confirms that all documents, records and books pertaining to the investment with the Company and requested by Subscriber or Subscriber's Purchaser Representative have been made available or delivered to Subscriber and/or Subscriber's Purchaser Representative, and acknowledges that such information and will continue to be available upon reasonable notice and during normal business hours.
(h) Subscriber and/or Subscriber's Purchaser Representative have had an opportunity to ask questions of and receive answers from the assistant.
(i) Subscriber understands that the investment offered hereunder has not been registered under the Act or any state securities act, in reliance upon an exemption for private offerings, and Subscriber further understands that Subscriber is purchasing a Note with the Company without being furnished any offering literature or prospectus other that the Memorandum prepared by the Company as described in the Memorandum. In making the decision to invest in the Company, Subscriber has relied on the information set forth in the Memorandum and upon no other representations, promises, or information, written or verbal.
( j ) The Notes to which Subscriber hereby subscribes are being acquired
solely for Subscriber's own account for investment and are not being purchased with a view to or for the resale, distribution, subdivision, or fractionalization thereof; subscriber has no present plans to enter into any contract, undertaking, agreement, or arrangement for any such resale, distribution. subdivision or fractionalization thereof.
(k) Subscriber acknowledges and is aware of the following:
(i) The Company has no financial or operating history; this is the
Company's first venture and the investment contemplated hereby is speculative and involves a high degree of risk of loss by Subscriber or Subscriber's entire investment in the Company;
(ii) There are substantial restrictions on the transferability of a
Note with the Company; there will be no public market, and, accordingly, Subscriber may have to hold such investment in accordance with its terms;
(iii) None of the following have ever been represented, guaranteed, or warranted to Subscriber by any broker, the Manager, their affiliates, agents or employees or any other person, expressly or by implication;
(a) The past performance or experience on the part of the Manager or any affiliate, any securities broker or finder, its partners, salesmen, associates, agents or employees or of any other person, that will in any way indicate the predictable results of an investment in the Company;
(iv) Subscriber understands that the Company will be managed by the Manager and that Subscriber will have no rights whatsoever in the management of the Company;
(v) Subscriber has been advised by the Manager to consult his or her own legal and/or financial counsel for advice in connection with an investment in the Company and the federal income tax aspects of Subscriber's investment in the Company, and Subscriber has received such advice in this regard as Subscriber deems necessary from qualified sources such as an attorney, tax adviser or accountant, and understands that he or she may not rely on the information regarding tax aspects of the investment contained in the Memorandum.
The foregoing representations and warranties are true and accurate as of the date hereof and shall be true and accurate as of the date of delivery of payment to the Company and shall survive such delivery. If, in any respect, such representations and warranties shall not be true and accurate prior to delivery of such funds, Subscriber shall give written notice of such fact, specifying which representations and warranties are not true and accurate and the reasons therefor to the Management Committee.
5. Representation as to Accredited Investor Status.
(a) Subscriber understands that Regulation D, under which the offering of Units is being made, defines an "accredited investor" as any person coming within any of the following categories and hereby warrants and represents to the Manager that Subscriber is an accredited investor as defined in the category or categories initialed below (initial in blank before numbers preceding applicable categories; if "NONE", so state):
(1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;
(3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or Company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
(4) Any director, executive officer, or Manager of the Company;
(5) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000;
(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) and
(8) Any entity in which all of the equity owners are accredited investors under one or more of the subparagraphs above.
If the Subscriber belongs to accredited category (8) only, a list of the shareholders, partners or beneficiaries of Subscriber, and the "accredited investor" category which each such shareholder, partner or beneficiary satisfies, is attached to this Subscription Agreement as Attachment A.
(b) If Subscriber has circled category (5) above, the term "net worth" means the excess of total assets over total liabilities. In computing net worth for the purposes of category (5) above, Subscriber's principal residence must be valued either at (A) cost, including the cost of improvements, net of current encumbrances upon the property, or (B) the appraised value of the property as determined upon written appraisal used by an institutional lender making a loan to the individual secured by the property, including the cost of subsequent improvements, net of current encumbrances upon the property. In determining income, Subscriber should add to Subscriber's adjusted gross income any amounts attributable to tax exempt income received, losses claimed as a limited partner in any limited Company, deductions, claims for depletion, payments, and any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income.
(c) The representations and warranties set forth in this Paragraph 5 are true and accurate as of the date hereof and shall be true and accurate as of the date of the acceptance of Subscriber's subscription. If, in any respect, such representations and warranties shall not be true and accurate prior to such time, Subscriber shall give written notice of such fact, specifying which representations and warranties are not true and accurate and the reasons therefor, to the Management Committee.
6. Representations by Entity Subscriber.
If the Subscriber is a corporation or other business entity, the Subscriber represents and warrants that it qualifies as an investor in that the Subscriber is authorized and otherwise duly qualified to purchase and hold the Company Notes, that such entity has its principal place of business as set forth below, and that such entity has not been formed for the specific purpose of acquiring Company Notes.
If the Subscriber is a trustee and is acquiring the Company Notes to the trust of which he serves as trustee, the Subscriber represents that he has sought the advice of counsel and the purchase of the Company Notes is an authorized trust investment and has been advised by counsel that after reviewing the applicable state and federal laws and the terms of the trust instrument, such counsel is of the opinion that the undersigned has the authority to purchase the Company Notes for the trust.
7. Indemnification.
Subscriber acknowledges that Subscriber understands the meaning and legal consequences of the representations and warranties contained in Paragraphs 3, 4, 5, and 6 hereof as applicable to the Subscriber, and hereby agrees to indemnify and hold harmless the Company and the Manager thereof from and against any and all loss, damage or liability due to or arising out of any breach of any representation or warranty of the undersigned contained in this Subscription Agreement
8. No Waiver.
Notwithstanding any of the representations, warranties, acknowledgments or agreements to the contrary made hereby by Subscriber, Subscriber does not hereby in any manner waive any rights granted to Subscriber under federal or state securities laws.
9. Transferability.
Subscriber agrees not to transfer or assign this Subscription Agreement, or any of Subscriber's interest herein, and further agrees that the assignment and transferability of the investment acquired pursuant hereto shall be made only in accordance with applicable securities laws relating to private placements.
10. Revocation.
Except as provided in Paragraph 2 hereof, Subscriber agrees that Subscriber shall not cancel, terminate, or revoke this Subscription Agreement or any agreement of Subscriber made hereunder and that this Subscription Agreement shall survive the death or disability of Subscriber.
11. Notices. All notices or other communications given or made hereunder shall be in writing and shall be delivered electronically or mailed by United States Postal Service Mail, postage prepaid, to Subscriber.
12. Attorney Fees. In the event client/investor files suit against any Company owned and controlled by Algorithm Hashing Systems LLC a Nevis Corp, or any individual, or manager or management Company, client/investor agrees to pay any and all legal fees associated with any action per Wyoming Law.
Copyright © 2024 WORLDWIDE MINING PARTNERS - All Rights Reserved.
Powered by GoDaddy
This website uses cookies.
We use cookies to analyze website traffic and optimize your website experience. By accepting our use of cookies, your data will be aggregated with all other user data.
Free Bitcoin To All Seminar Attendee's
Give Us Your contact Info & We Will Send Seminar Info