VIXC Private-sale Terms

This PRIVATE SALE AGREEMENT (the “Agreement”), entered into between yourself (the “Purchaser”) and Vixichain, brand name, owned by Vixi Markets LTD, a company incorporated in the BVI with company number 2108103 (the “Company”), forms a binding legal agreement that governs the Purchaser’s purchase of the right to claim certain tokens intended to be issued by the Company, carrying the tentative name ‘VIXC’ (the “Tokens” or “VIXC”) as part of the initial sale of the Tokens to private purchasers through the Company’s website at Vixichain.org (the “Website”).

By using the Website to purchase VIXC Tokens and digitally signing and completing the VIXC Tokens purchase transaction you confirm and acknowledge that you understand and accept the terms and conditions of this Agreement and you agree to be bound by them. The Company may amend, update or change this Agreement from time to time and without prior notice at its sole discretion, and each such amendment shall become automatically valid and enforceable at the time when first displayed by the Company in the Website. Therefore, please check this Agreement (which can be found on the Website) regularly for changes.

1. Events
2. Initial Launch.If there is an Initial Launch before the expiration or termination of this instrument, the Company will issue to the Purchaser a number of VIXC Tokens equal to the Purchase Amount divided by the Purchase Price.

In connection with, as a condition to, and prior to the issuance of the Tokens by the Company to the Purchaser pursuant to this Section 1(a): (i) the Purchaser will execute and deliver to the Company any and all other transaction documents related to this Agreement as are reasonably requested by the Company (if any), including verification of accredited investor status or non-U.S. person status under the applicable laws; and (ii) the Purchaser will provide to the Company a network address in which Purchaser’s Tokens will be claimable (the“Purchaser’s Digital Wallet”).

For the avoidance of doubt, (i) the Tokens may be claimed by the Purchaser following at a date that will be determined at the Company’s sole discretion, following the consummation of the Token’s private and public sale; (ii) in order to actually receive any of the Tokens upon issuance thereof, the Purchaser will be required to claim the Tokens to the Purchaser’s Digital Wallet, as shall be instructed by the Company; in respect with such claim, third party fees (such as network and wallet fees) may be charged.

The Purchaser acknowledges that it is solely responsible for maintaining the security of their Digital Wallet, private keys, and any credentials related to the storage and management of the Tokens. The Company shall not be liable for any loss or theft of Tokens or access credentials due to the Purchaser’s failure to secure them. The Purchaser understands that blockchain transactions are irreversible, and the Company cannot restore or reverse any transfers of Tokens.

1. Dissolution Event.If there is a Dissolution Event before this instrument expires or terminates, the Company will pay an amount equal to the Purchase Amount actually received from the Purchaser (the “Returned Purchase Amount”), due and payable to the Purchaser immediately prior to, or concurrent with, the consummation of the Dissolution Event, to the extent funds are available and prior to paying any amounts to any equity holders of the Company. If immediately prior to the consummation of the Dissolution Event, the assets of the Company that remain legally available for distribution to the Purchaser and all other parties of Private Sale Agreement (the “Dissolving Purchasers”), as determined in good faith by the Company, are insufficient to permit the payment to the Dissolving Purchasers of their respective Returned Purchase Amounts, then the remaining assets of the Company legally available for distribution will be distributed with equal priority and pro rata among the Dissolving Purchasers in proportion to the Returned Purchase Amounts they would otherwise be entitled to receive pursuant to this Section 1(b). Any distributed amounts shall be in U.S. Dollars.
2. The Purchase Amount shall be paid to the Company’s digital wallet in one of the following cryptocurrencies: ETH, USDT or BTC, or in FIAT: EUR or USD at the address/account to be provided by the Company to the Purchaser.

The receipt of the payment of the Purchase Amount shall be at the Purchaser’s sole responsibility. It is recommended to contact the Company’s representative and perform a low amount trial payment and receive the Company’s representative’s approval for such payment prior to the transmission of the full amount.

1. Token Conversion Services: The Purchaser acknowledges that any conversion services related to the Tokens, including conversion from cryptocurrency to fiat or between cryptocurrencies, will be provided by UAB Vixi Tech, a licensed exchange operating under the laws of Lithuania under number 305959909. UAB Vixi Tech is the exclusive provider of such services, and any conversions shall be governed by its applicable terms and conditions. The Purchaser agrees that the Company shall not be responsible or liable for any conversion-related issues, and all such services will be carried out in accordance with the regulations governing the Lithuanian exchange.

Cross-Border Compliance: The Purchaser acknowledges that any transactions involving conversion services provided by UAB Vixi Tech are subject to applicable laws and regulations in both Lithuania and the Purchaser’s jurisdiction. The Purchaser agrees to comply with all local laws, regulations, and requirements, including tax obligations and reporting duties.

1. Anti-Money Laundering and Know Your Customer Procedures: The Purchaser acknowledges that the Company and/or its affiliates, including UAB Vixi Tech, must comply with applicable AML/KYC requirements. As part of these compliance efforts, the Purchaser may be required to provide additional documentation and undergo verification procedures before completing any token purchase or conversion transaction. Failure to comply with these procedures may result in delays or cancellations of transactions, without liability to the Company or its affiliates.

For the avoidance of doubt, (i) other than as set forth in this Agreement, Purchaser shall not be entitled to be issued with any tokens prior to the Effective Date; (ii) in no event shall the Purchaser be entitled to receive any refund, repayment or distribution on account of any or all of the Purchase Amount.

1. Termination.This instrument will expire and terminate upon the earlier of (i) the issuance of Tokens to the Purchaser pursuant to Section 1(a); (ii) the payment, or setting aside for payment, of amounts due the Purchaser pursuant to Section 1(b); or (iii) December 31, 2024 (the “Deadline Date”), if the Initial Launch has not occurred as of such date; provided that, the Company shall have the right to extend the Deadline Date by sixty (60) days, in its sole discretion; provided, that in the case of (iii), the Company shall have the obligation to repay to the Purchasers the aggregate amount of all Purchase Amounts.
2. Definitions.
3. “Dissolution Event”means (i) a voluntary termination of operations of the Company, (ii) a general assignment for the benefit of the Company’s creditors or (iii) any other liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.
4. “Governmental Authority”means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization.
5. “Initial Launch”means the bona fide public release of VIXC tokens to the public by the Company.
6. “Laws” means laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees.
7. “Person”means individual or legal entity or person, including a government or political subdivision or an agency or instrumentality thereof.
8. “Purchase Amount”means the amount the Purchaser actually paid to the Company on account of purchased VIXC Tokens, as shall be appeared in the Website and evidenced by the applicable transaction information in public blockchain scanners.
9. “Purchase Price”means the purchase price per token on which the Purchaser has purchased the VIXC Tokens, as shall appear on the Website prior to the execution of the purchase transaction.
10. Company Representations.
11. The Company is incorporated in accordance with the laws of BVI, the Company is duly organized, validly existing and in good standing under the laws of BVI, and has the power and authority to own, lease and operate its properties and carry on its business as expected to be conducted.
12. The execution, delivery and performance by the Company of this instrument is, to the Company’s knowledge, within the power of the Company and, other than with respect to the actions to be taken when the Tokens are to be issued to the Purchaser, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or governing documents, or (ii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation, individually, or together with all such violations, could reasonably be expected to have a material adverse effect on the Company.
13. To the knowledge of the Company, the performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company as currently in effect; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
14. To the knowledge of the Company, no consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; and (ii) any qualifications or filings under applicable securities laws.
15. THE COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE TOKENS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (iii) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PURCHASER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE COMPANY, OR ANY OTHER PERSON ON THE COMPANY’S BEHALF.
16. THE COMPANY, INCLUDING ITS AFFILIATES AND REPRESENTATIVES, HEREBY PROVIDES NOTICE THAT ANY FUNDS, CONSIDERATIONS, CONTRIBUTIONS, INCOME, PAYMENT, OR OTHER FINANCIAL BENEFITS DERIVED FROM THE SALE OF VIXC TOKENS, WHETHER FROM A PRIVATE SALE, PUBLIC SALE, OR ANY OTHER MEANS (“RECEIVED FUNDS”), MAY BE UTILIZED AT THE ABSOLUTE DISCRETION OF THE COMPANY WITHOUT ANY RESTRICTION.

FOR CLARITY, THIS INCLUDES, BUT IS NOT LIMITED TO, THE USE OF RECEIVED FUNDS FOR NON-BUSINESS-RELATED ENDEAVORS. NO REPRESENTATION, WARRANTY, OR ASSURANCE IS MADE BY THE COMPANY REGARDING THE SPECIFIC ALLOCATION OR UTILIZATION OF THE RECEIVED FUNDS FOR ANY PARTICULAR PURPOSE, INCLUDING ANY BUSINESS-RELATED OBJECTIVES.

1. ANY PARTY PURCHASING VIXC TOKENS ACKNOWLEDGES AND AGREES THAT THE COMPANY RESERVES FULL DISCRETION OVER THE USAGE OF THE RECEIVED FUNDS. SUCH PURCHASERS EXPRESSLY WAIVE AND RELINQUISH ANY RIGHT TO RAISE CLAIMS AGAINST THE COMPNAY, ITS REPRESENTATIVES, SHAREHOLDERS, DIRECTORS, EMPLOYEES, SERVICE PROVIDERS, AFFILIATES, AND ANY RELATED PARTIES CONCERNING THE ALLOCATION OR UTILIZATION OF THE RECEIVED FUNDS.
2. The Company is not responsible for sustained losses due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains, or any other features of the VIXC Tokens. The Company is not responsible for sustained losses due to late reports by developers or representatives (or no report at all) of any issues with the blockchain supporting the VIXC Tokens including forks, technical node issues or any other issues having fund losses as a result.
3. TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CURRENT OR FUTURE VALUE AND NON- INFRINGEMENT AS TO THE VIXC TOKENS AND/OR ANY APPLICATION THEREOF.
4. Purchaser Representations.
5. The Purchaser has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder, and over 18 years old. This instrument constitutes valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
6. The Purchaser is purchasing this instrument for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.
7. The Purchaser hereby has sufficient knowledge and experience in business and financial matters to be able to evaluate the risks and merits of its engagement in this Agreement and the purchase of the Tokens and is able to bear the risks thereof. The Purchaser is aware of Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire this Agreement. The Purchaser understands that the Tokens involve risks, all of which the Purchaser fully and completely assumes, including, but not limited to, the risk that (i) the technology to be developed by the Company will not function as intended; (ii) the intended development of the Company’s technology and Initial Launch will not be completed; (iii) the technology to be developed by the Company will fail to attract sufficient interest from key stakeholders; and (iv) the Company and/or the technology to be developed by the Company may be subject to investigation and punitive actions from Governmental Authorities. The Purchaser understands and expressly accepts that the Tokens will be created and delivered to the Purchaser at the sole risk of the Purchaser on an “AS IS” and “UNDER DEVELOPMENT” basis. The Purchaser understands and expressly accepts that the Purchaser has not relied on any representations or warranties made by the Company outside of this instrument, including, but not limited to, conversations of any kind, whether through oral or electronic communication, or any white paper. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PURCHASER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY TOKENS AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY THE COMPANY, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE TOKENS.
8. The Purchaser understands that Purchaser has no right against the Company or any other Person except in the event of the Company’s breach of this instrument or intentional fraud. THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS INSTRUMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO THE COMPANY PURSUANT TO THIS INSTRUMENT. NEITHER THE COMPANY NOR ITS REPRESENTATIVES SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS INSTRUMENT.
9. The Purchaser understands that Purchaser bears sole responsibility for any taxes or third party fees as a result of the matters and transactions the subject of this instrument, and any future acquisition, ownership, use, sale or other disposition of Tokens held by the Purchaser. To the extent permitted by law, the Purchaser agrees to indemnify, defend and hold the Company or any of its affiliates, employees or agents (including developers, auditors, contractors or founders) harmless for any claim, liability, assessment or penalty with respect to any taxes (other than any net income taxes of the Company that result from the issuance of Tokens to the Purchaser pursuant to Section 1(a) of the instrument) associated with or arising from the Purchaser’s purchase of Tokens hereunder, or the use or ownership of Tokens.

The Purchaser acknowledges that it is solely responsible for determining, reporting, and paying any applicable taxes, duties, or other governmental charges that may be due as a result of purchasing, owning, or selling Tokens. The Company does not provide tax advice, and the Purchaser should consult with a tax professional regarding their obligations.

1. The purchaser agrees and acknowledges that the Company may sell tokens in private and public sales without restrictions at its discretion, at such prices (which may be lower or higher than the Purchase Price attributed to the Purchaser), and may, at any time at its discretion, continue or stop the private sales of Tokens.
2. The Purchaser is not a Prohibited Person and does not use Virtual Private Network (VPN) or other similar IP alternation service in accessing the Website and purchasing the Tokens.

In this Agreement:

“Prohibited Person” means any U.S. Person, any person who is a resident of any Restricted Locations and any Sanctioned Person.

“U.S. Person” means:

1. a U.S. Citizen or U.S. Resident;
2. a corporation, partnership, or other entity established or organized in or under the Laws of the United States;
3. any estate of a decedent who was a U.S. citizen or U.S. resident;
4. any trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more United States Persons have the authority to control all substantial decisions of the trust;
5. any Person organized or incorporated outside the United States and the Territory or Insular Possession of the United States in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly (i) holds a 50 percent or greater equity interest by votes or value, (ii) holds a majority of seats or memberships on the board of directors of the entity, or (iii) authorizes, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the Person;
6. any reference to the U.S. shall include all U.S.A. territories like Puerto Rico, American Samoa, Guam, Northern Mariana Island, and the US Virgin Islands (St. Croix, St. John and St. Thomas)

“Sanctioned Person” refers to any person or digital tokens address that is: (i) specifically listed in any Sanctions List; (ii) directly or indirectly owned 50 percent or more by any person or group of persons in the aggregate, or a digital tokens wallet associated with such person or persons, referred to in any Sanctions List; or (iii) that is subject to any government approval or otherwise sanctioned, restricted, or penalized under applicable economic or financial sanctions of any type, anti money laundering laws, or counter terrorist financing laws;

“Sanctions List” means any trade or economic sanctions lists of any Competent Authority, which includes without limitation: the lists of the UN, US, and/or EU sanctions.

“Restricted Locations” shall mean countries that prohibit or restrict the use of Crypto currencies, including but not limited to: United States, Russia, Ecuador, Bolivia, Morocco, Algeria, Nepal, Bangladesh, Vietnam, China, Egypt, Colombia, Saudi Arabia, Iraq, Pakistan, Taiwan, Indonesia and Cambodia; and black listed jurisdictions as published by FATF from time to time (as of June 2024, Black list consists of: North Korea, Iran and Myanmar).

5. Disclaimer
6. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY THE COMPANY, THE TOKENS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE TOKENS WILL (1) MEET THE PURCHASER’S REQUIREMENTS; (2) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (3) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.
7. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR NOT TAKEN IN RELIANCE ON MATERIAL OR INFORMATION DELIVERED TO THE PURCHASER IN ANY MANNER. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT ANY INFORAMTION DELIVERED TO THE PURCHASER IN ANY MANNER IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
8. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE TOKENS INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (1) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (2) SERVER FAILURE OR DATA LOSS; (3) CORRUPTED WALLET FILES; (4) UNAUTHORIZED ACCESS TO APPLICATIONS; (5) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE TOKENS.
9. THE TOKENS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK (OR IN ANOTHER BLOCKCHAIN NETWORK). ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM (OR OTHER BLOCKCHAIN PLATFORM). WE DO NOT GUARANTEE THAT THE COMPANY OR ANY RELATED PARTY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY TOKENS.
10. DUE TO THE VOLATILE NATURE OF THE DIGITAL CURRENCIES MARKET IN GENERAL, AND THE EXTREMELY HIGH RISK ASSOCIATED WITH NEWLY ISSUED TOKENS IN PARTICULAR, THE COMPANY (OR ANYONE ON ITS BEHALF) CANNOT GUARANTEE THE VALUE OF THE VIXC TOKENS OR THAT THE VIXC TOKENS WILL MAINTAIN ITS VALUE OR ACCRUE ANY VALUE AT ANY TIME IN THE FUTURE. BY PURCHASING VIXC TOKENS, PURCHASERS ARE AWARE AND AGREE THAT THE VALUE OF THE VIXC TOKENS HELD BY THEM MAY BE DEPRECIATED TO ZERO, AND IN SUCH EVENT THE TOKEN HOLDERS WILL LOSE THE FUNDS IN WHICH THEY PURCHASED THE VIXC TOKENS COMPLETELY AND IRREVERSIBLY. ANY RISK OF FLUCTUATION OR REDUCTION IN PRICE SHALL BE BORNE SOLELY BY THE FUTURE PURCHASERS OF VIXC TOKENS.
11. The Company is not responsible for sustained losses due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains, or any other features of the Tokens. The Company is not responsible for sustained losses due to late reports by developers or representatives (or no report at all) of any issues with the blockchain supporting the Tokens including forks, technical node issues or any other issues having fund losses as a result.
12. Nothing in this Agreement shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.
13. TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE TOKENS AND/OR ANY APPLICATION THEREOF.
14. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

The Purchaser acknowledges that the regulatory status of blockchain technologies, digital assets, and token offerings is still evolving. Laws and regulations in different jurisdictions may change or be enacted that could materially impact the ability to use or transfer the Tokens, including but not limited to restrictions on the use of cryptocurrencies, taxation, and KYC/AML requirements. The Purchaser assumes all risks related to such changes in regulation.

6. Miscellaneous
7. This instrument sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral of written, between them. This instrument is one of a series of similar instruments entered into by the Company from time to time. Any provision of this instrument may be amended, waived or modified only upon the written consent of the Company and the holders of a majority, in the aggregate, of the Purchase Amounts paid to the Company with respect to all Private Sale Agreements outstanding at the time of such amendment, waiver or modification.
8. The Purchaser is not entitled, as a holder of this instrument, to vote or receive dividends or be deemed the holder of shares or capital stock of the Company for any purpose, nor will anything contained herein be construed to confer on the Purchaser, as such, any of the rights of a shareholder or a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise.
9. Neither this instrument nor the rights contained herein may be assigned, by operation of law or otherwise, by either party without the prior written consent of the other; and provided, further, that the Company may assign this instrument in whole, without the consent of the Purchaser, in connection with its actual incorporation.
10. In the event any one or more of the provisions of this instrument is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this instrument operate or would prospectively operate to invalidate this instrument, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this instrument and the remaining provisions of this instrument will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.
11. All rights and obligations hereunder will be governed by the exlusive laws of the UK, without regard to the conflicts of law provisions of such jurisdiction.

This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to its conflict of laws provisions. Any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in the courts of London, and the Purchaser hereby consents to the jurisdiction of such courts.

1. The Purchaser shall, and shall cause its affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably requested by Company to carry out the provisions of this instrument and give effect to the transactions contemplated by this instrument, including, without limitation, to enable the Company or the transactions contemplated by this instrument to comply with applicable laws.
2. The Company shall not be liable or responsible to the Purchaser, nor be deemed to have defaulted under or breached this instrument, for any failure or delay in fulfilling or performing any term of this instrument, including without limitation, Initial Launch, when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, or other civil unrest; (d) Law; or (e) action by any Governmental Authority.
3. Dispute Resolution:
   Any dispute, claim, or controversy arising out of or relating to this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in London, UK before a single arbitrator. The arbitration shall be administered by the London Court of International Arbitration in accordance with its rules and procedures. Judgment on any award may be entered in any court having jurisdiction.

Last updated: 03 October 2024