PLEASE READ THESE PROGRAMME TERMS CAREFULLY. A COMMITMENT IS BINDING AND IRREVOCABLE AND CANNOT BE CANCELLED. BY TICKING THE ACCEPTANCE CHECKBOX AND SUBMITTING A COMMITMENT, YOU AGREE TO SELL YOUR ENTIRE M4 TRANCHE TO THE BUYER ON THESE PROGRAMME TERMS. IF YOU DO NOT AGREE, DO NOT SUBMIT A COMMITMENT.
1. THE PROGRAMME
1.1 These programme terms and conditions (“Programme Terms”) set out the terms of an offer by the Buyer to purchase the M4 Tranche of each Eligible Participant at the Purchase Price (the “Programme”).
1.2 The Buyer makes the offer by signing these Programme Terms. You accept the offer by ticking the acceptance checkbox and submitting a Commitment on the Platform. Your acceptance forms a binding contract between you and the Buyer for the sale of your M4 Tranche (a “Sale”) on these Programme Terms.
1.3 The Programme is made available on the Platform operated by the Company solely as a technology service provider. The Company and the Organisation are not parties to any Sale. Their roles are limited to those described in Clause 9.
2. DEFINITIONS AND INTERPRETATION
2.1 In these Programme Terms:
“Airdrop Terms” means the $GRVT Token Generation Event Airdrop Terms and Conditions, as amended from time to time.
“Buyer” means the third-party purchaser that makes the offer described in Clause 1.2.
“Commitment” means your binding and irrevocable commitment to sell your entire M4 Tranche to the Buyer, submitted in accordance with Clause 5.
“Completion” means the completion of the Sales on the M4 Unlock Date in accordance with Clause 7.
“Payment Date” means the date specified as such in the Schedule.
“Eligible Participant” has the meaning given in Clause 4.1.
“Buyer Account” means the Account on the Platform held by the Buyer.
“Funding Arrangements” means the arrangements for the Buyer to fund, and for the payment of, the Purchase Amounts, as determined by the Company from time to time.
“M4 Tranche” means all Tokens allocated to your Eligible Account under the Airdrop Terms that are scheduled to unlock on the M4 Unlock Date.
“Purchase Amount” means the number of Tokens in your M4 Tranche multiplied by the Purchase Price.
“User Agreement” means the GRVT Platform User Agreement, as amended from time to time.
2.2 The Purchase Price, Commitment Window, Minimum, Cap, Funding Date and M4 Unlock Date are as specified in the Schedule. Capitalised terms used but not defined in these Programme Terms have the meanings given in the Airdrop Terms or, if not defined there, in the User Agreement.
3. INCORPORATION AND PRECEDENCE
3.1 These Programme Terms are supplemental to, and incorporate by reference, the Airdrop Terms and the User Agreement, which continue to apply to you except as varied by these Programme Terms.
3.2 If there is any inconsistency or conflict, in relation to the Programme and your M4 Tranche only, the following order of precedence applies: (a) these Programme Terms; (b) the Airdrop Terms; and (c) the User Agreement.
4. ELIGIBILITY
4.1 You are an “Eligible Participant” if, at the time you submit a Commitment and at all times until Completion: (a) you hold an M4 Tranche in an Eligible Account; (b) you satisfy the requirements in the Airdrop Terms and the User Agreement to participate in the TGE and use the Platform; and (c) you are not a Banned Person and are not located in, resident in, incorporated in or accessing the Platform from a Prohibited Jurisdiction.
4.2 The Company may, in its sole and absolute discretion, reject or void any Commitment submitted by a person who is not, or ceases to be, an Eligible Participant, or whose M4 Tranche is forfeited or disqualified under the Airdrop Terms.
5. MAKING A COMMITMENT
5.1 You may submit a Commitment only during the Commitment Window by ticking the acceptance checkbox and confirming your Commitment on the Platform. You do not need to take any further action after submitting your Commitment, other than claiming your Purchase Amount if required under Clause 7.1. A Commitment must cover your entire M4 Tranche. Partial Commitments are not permitted. Each Eligible Account may submit only one Commitment.
5.2 By submitting a Commitment, you:
(a) agree to sell your entire M4 Tranche to the Buyer at the Purchase Price, subject to Clause 6;
(b) irrevocably instruct and authorise the Organisation to deliver your M4 Tranche directly to the Buyer Account on Completion, instead of to your Account or making it available for you to claim;
(c) authorise the payment of your Purchase Amount to, or making it available for claim in, your Account on the Payment Date in accordance with the Funding Arrangements; and
(d) acknowledge that your Commitment is binding and irrevocable and cannot be cancelled, withdrawn or amended.
5.3 Commitments are accepted in the order received. The Commitment Window closes when the Cap is reached, and any Commitment received after that time will be rejected. The Company’s records of Commitments are conclusive in the absence of manifest error.
5.4 Any information displayed on the Platform about the aggregate level of Commitments is provided for information only and does not form part of these Programme Terms.
6. CONDITIONS
6.1 Each Sale is conditional on: (a) Commitments received by the end of the Commitment Window meeting or exceeding the Minimum; (b) the Buyer funding the aggregate Purchase Amount for all accepted Commitments in accordance with the Funding Arrangements by the Funding Date; and (c) you remaining an Eligible Participant until Completion.
6.2 The status of your Commitment and M4 Tranche will be shown on the Platform. If the conditions in Clause 6.1 are satisfied, your Purchase Amount will be shown in your Account. If they are not, your M4 Tranche will be made available to you in accordance with the Airdrop Terms. No separate Notice will be given.
6.3 If any condition in Clause 6.1 is not satisfied, your Commitment lapses automatically, no Sale takes place, no party has any liability to you in respect of it, your M4 Tranche remains subject to the Airdrop Terms as if you had not submitted a Commitment, and any USDT funded by the Buyer is released or returned to the Buyer.
7. COMPLETION AND SETTLEMENT
7.1 Your Purchase Amount in USDT will, as determined by the Company, either be credited automatically to your Account or be made available for you to claim through your Account, in each case on the Payment Date in accordance with the Funding Arrangements. The Payment Date may be before the M4 Unlock Date. If your Purchase Amount is made available for claim, you must claim it through your Account in the manner specified on the Platform. The Purchase Amount is paid solely from USDT funded by the Buyer. Neither the Company nor the Organisation has any obligation to pay any amount that the Buyer has not funded.
7.2 Completion takes place automatically on the M4 Unlock Date. On Completion, all rights, title and interest in your M4 Tranche pass to the Buyer and the Organisation delivers your M4 Tranche directly to the Buyer Account. No M4 Tranche will be delivered before the M4 Unlock Date. Neither you nor the Buyer needs to take any action for delivery to occur.
7.3 If you receive your Purchase Amount before Completion and your M4 Tranche is not delivered to the Buyer on Completion because you have ceased to be an Eligible Participant or your M4 Tranche has been forfeited or disqualified under the Airdrop Terms, you must repay your Purchase Amount on demand, and the Organisation may withhold any other Tokens allocated to you under the Airdrop Terms until it is repaid.
7.4 Delivery of your M4 Tranche to the Buyer fully satisfies your entitlement to the M4 Tranche under the Airdrop Terms. You will not be able to claim your M4 Tranche, and the provisions of the Airdrop Terms on claims and unclaimed Tokens do not apply to it.
7.5 You are solely responsible for any taxes arising from your Sale.
8. BUYER’S UNDERTAKINGS
8.1 By signing these Programme Terms, the Buyer agrees for the benefit of each Participant who submits an accepted Commitment that:
(a) if it funds the aggregate Purchase Amount in accordance with the Funding Arrangements by the Funding Date under Clause 6.1(b), it will purchase every accepted Commitment, it irrevocably authorises the payment of each Purchase Amount to the relevant Participant’s Account on the Payment Date, and it will not withdraw or encumber that USDT until then;
(b) it will maintain the Buyer Account in good standing until Completion and accepts delivery of each M4 Tranche to the Buyer Account;
(c) it purchases each M4 Tranche as principal and for its own account, and it is not a Banned Person;
(d) each M4 Tranche it acquires remains subject to all vesting schedules, lock-up periods and transfer restrictions that would have applied to it under the Airdrop Terms, and the Buyer will not circumvent, or attempt to circumvent, any such restriction; and
(e) it has made its own independent decision to participate in the Programme and has not relied on the Company or the Organisation.
9. ROLE OF THE COMPANY AND THE ORGANISATION
9.1 The Company acts solely as a technology service provider. It makes the Programme available on the Platform, records Commitments and provides the technology through which payment and delivery are made. Any USDT funded by the Buyer is applied solely for the payment of Purchase Amounts in accordance with the Buyer’s authorisation in Clause 8.1(a).
9.2 Neither the Company nor the Organisation: (a) is a buyer, seller or counterparty to any Sale; (b) acts as your broker, agent, adviser, trustee or fiduciary; (c) makes any recommendation about whether you should participate; or (d) guarantees the performance of the Buyer.
9.3 The Organisation’s role is limited to delivering your M4 Tranche to the Buyer Account in accordance with your instruction in Clause 5.2(b). You do not pay any fee to the Company or the Organisation for participating in the Programme.
10. CONSENTS
10.1 Solely in relation to the Programme and your M4 Tranche:
(a) the Company consents, for the purposes of Clause 27.1 of the User Agreement, to the transfer of your rights in your M4 Tranche to the Buyer under a Sale;
(b) the submission of a Commitment and the completion of a Sale in accordance with these Programme Terms do not constitute Market Misconduct under Clause 17 of the User Agreement; and
(c) the Organisation confirms that the submission of a Commitment and the completion of a Sale in accordance with these Programme Terms do not breach the vesting and lock-up provisions or the account ownership representation in the Airdrop Terms.
11. YOUR REPRESENTATIONS AND ACKNOWLEDGEMENTS
11.1 You represent and warrant, on submitting a Commitment and on Completion, that: (a) you are an Eligible Participant; (b) you act as principal and for your own account; (c) you have full power and authority to submit the Commitment; (d) your M4 Tranche is free of any lien, claim or encumbrance; and (e) your participation does not breach any Applicable Laws of your jurisdiction.
11.2 You acknowledge that: (a) the market price of Tokens on the M4 Unlock Date may be higher or lower than the Purchase Price, and by committing you give up any gain above the Purchase Price; (b) the Sale may not proceed if the conditions in Clause 6.1 are not satisfied; (c) payment and delivery are subject to the smart contract and technical risks described in the Airdrop Terms and the User Agreement; (d) you have made your own independent decision to participate and have sought such professional advice as you consider appropriate; and (e) nothing published by the Company or the Organisation about the Programme is investment, financial, legal or tax advice.
12. LIABILITY
12.1 To the maximum extent permitted by Applicable Laws, neither the Company nor any of the Organisation Parties is liable for any claims, losses, damages or other liabilities arising out of or in connection with the Programme, including any failure by the Buyer to perform or any failure or delay in payment or delivery. Where such liability cannot be excluded, it is limited to USD 100 in aggregate, consistent with the Airdrop Terms.
12.2 The Buyer’s aggregate liability to you under these Programme Terms is limited to your Purchase Amount.
12.3 Your indemnification obligations under the Airdrop Terms and the User Agreement extend to your participation in the Programme.
13. SUSPENSION, TERMINATION AND AMENDMENT
13.1 The Company may suspend or terminate the Programme at any time before Completion if required by Applicable Laws or any governmental or regulatory authority, or if the Buyer fails to perform. If the Programme is terminated, all Commitments lapse and Clause 6.3 applies.
13.2 The Company may amend these Programme Terms at its sole and absolute discretion by publishing an updated version on the Platform. No amendment will reduce the Purchase Price, or otherwise materially and adversely affect a Participant who has already submitted a Commitment, without that Participant’s consent.
14. PERSONAL DATA
14.1 You consent to the Company sharing with the Buyer the information reasonably necessary to administer your Sale (including your Account identifier, the size of your M4 Tranche and your Purchase Amount), in accordance with the GRVT Privacy Policy.
15. GOVERNING LAW AND DISPUTES
15.1 These Programme Terms and any dispute arising out of or in connection with them, including any dispute between you and the Buyer, are governed by the laws of Singapore and shall be resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with Clause 38 of the User Agreement, which applies mutatis mutandis.
15.2 All disputes must be brought on an individual basis. You irrevocably waive any right to commence or participate in any class action, class arbitration or representative action in connection with the Programme.
16. GENERAL
16.1 If any provision of these Programme Terms is held to be invalid or unenforceable, it shall be severed and the remaining provisions shall continue in full force and effect.
16.2 The Company and the Organisation Parties may enforce Clauses 9, 10 and 12. Otherwise, a person who is not a party to these Programme Terms has no rights under the Contracts (Rights of Third Parties) Act 2001 to enforce any of their terms.
16.3 Clauses 7.3, 7.4, 9, 12 and 15 survive Completion or any termination of the Programme.
SCHEDULE: PROGRAMME PARAMETERS
Item | Details |
Purchase Price | USDT 0.16 per Token |
Commitment Window | 00:00 UTC on 1 October 2026 to 23:59 UTC on 15 October 2026, or earlier if the Cap is reached |
Minimum | Commitments covering 13 million Tokens |
Cap | Commitments covering 19 million Tokens |
Funding Date | 22 October 2026, by which the Buyer funds the aggregate Purchase Amount in accordance with the Funding Arrangements |
M4 Unlock Date | 30 November 2026, or such other date on which the M4 Tranche is scheduled to unlock under the Airdrop Terms |
Payment Date | The date on which your Purchase Amount is credited to, or made available for claim in, your Account, which will be after the conditions in Clauses 6.1(a) and (b) are satisfied and on or before the M4 Unlock Date |
Delivery | On the M4 Unlock Date, your M4 Tranche is delivered directly to the Buyer Account |
EXECUTION
The Buyer signs these Programme Terms, in a counterpart held by the Company, to make the offer described in Clause 1 and agrees to be bound by them in favour of each Participant who submits an accepted Commitment.
Acknowledged and agreed, in respect of Clauses 5.2, 6.3, 7, 9 and 10: