Token Sale Agreement (US)

V1 Updated June 08, 2021

THE OFFER AND SALE OF THE TOKENS DESCRIBED HEREUNDER HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION. THIS OFFERING IS BEING MADE ONLY WITHIN THE UNITED STATES TO “ACCREDITED INVESTORS” (AS DEFINED IN SECTION 501 OF THE SECURITIES ACT) IN RELIANCE ON REGULATION D UNDER THE SECURITIES ACT. THE TOKENS MAY NOT BE TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

A PURCHASE OF THE INTERESTS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY REVIEW THE CONFIDENTIAL INFORMATION STATEMENT PROVIDED TO YOU IN CONNECTION HEREWITH, TOGETHER WITH ALL OF THE OTHER INFORMATION CONTAINED IN THIS AGREEMENT, BEFORE MAKING A PURCHASE DECISION.

AGENERAL NOTICE

THE TOKENS ARE NOT BEING OFFERED OR DISTRIBUTED TO ANY RESIDENT OF OR ANY PERSON LOCATED OR DOMICILED WHERE SUCH OFFERING IS PROHIBITED, RESTRICTED OR UNAUTHORIZED IN ANY FORM OR MANNER WHETHER IN FULL OR IN PART UNDER THE LAWS, REGULATORY REQUIREMENTS OR RULES IN SUCH JURISDICTION.

A PURCHASE OF THE TOKENS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY REVIEW THIS TOKEN SALE AGREEMENT, TOGETHER WITH ALL OF THE OTHER INFORMATION CONTAINED IN THIS AGREEMENT, BEFORE MAKING A PURCHASE DECISION.

Token Sale Agreement

THIS CERTIFIES THAT in exchange for the payment by the undersigned below (the “Purchaser”) of the Total Purchase Price set forth above on or about the date (the “Effective Date”) indicated under the Company signature hereto, Altafin Inc., a Delaware Corporation (“Altafin” or the “Company”), hereby issues to the Purchaser a number of Tokens (as defined below) equal to the Number of Tokens set forth above, subject to the terms set forth below. Purchaser and Altafin are referred to collectively herein as the “Parties.”

  1. OFFER AND SALE
  2. Purchaser Qualification. Purchaser acknowledges and agrees that it is required to meet certain requirements in order to enter into this Token Sale Agreement (“TSA”), including the Purchaser’s qualification as an accredited investor and compliance with this TSA. Purchaser acknowledges and agrees that, in the event the Company determines that Purchaser does not meet the Company’s requirements for purchasers hereunder (as determined by the Company in its sole discretion), the Company may immediately and without notice rescind or terminate, as applicable, this TSA and the Tokens, notwithstanding Purchaser’s compliance with this TSA, delivery of the Total Purchase Price to the Company, or that the Company may delivered a signature page to this TSA.
  3. Payment. Purchaser covenants and agrees to pay the Total Purchase Price to the Company on or about the Effective Date, and in any case no later than three business days after the Effective Date. Purchaser acknowledges and agrees that the Company may, in its sole discretion and without notice, rescind or terminate, as applicable, this TSA and the Tokens in the event that Purchaser does not deliver to the Company its signature page to this TSA or the Total Purchase Price, in each case within three business days of the Effective Date.
  4. Form of Payment. The Company agrees to accept payment for the Total Purchase Price in Ether (“ETH”).
  5. TOKEN DELIVERY
  6. Delivery. Subject to the terms and conditions set forth herein, the Company, its agents or representatives shall deliver to the Purchaser, in full satisfaction of this TSA, the Number of Tokens as soon as practicable after receiving the Purchaser’s signature page to this TSA and the Total Purchase Price (the “Token Delivery”).
  7. Conditions to Token Delivery. In connection with, as a condition to and prior to the delivery of Tokens by the Company to the Purchaser pursuant to Section 2.1, and in each case unless waived in writing by the Company:
  8. The Purchaser will execute and deliver to the Company any and all other transaction documents related to this TSA and the delivery of the Tokens as are reasonably requested by the Company, including documentation to verify Purchaser’s status as an “accredited investor” (as defined in Regulation D promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act”));
  9. The Purchaser will receive the tokens in the AltaFin Platform network wallet address (“Wallet Address”); provided that any proposed change to the Wallet Address after the Effective Date will require the prior written consent of the Company, which consent may be withheld in the Company’s sole discretion;]
  10. The Purchaser will complete and deliver all AML and KYC Forms (as defined below) requested by the Company; and
  11. In the event the Purchaser fails to provide a Wallet Address to the Company within thirty (30) days of the Effective Date for any reason whatsoever (including by reason of a voluntary election by the Purchaser that the Company retain custody of the Tokens) then the Company shall retain custody of the Tokens (a “Company Retention”) until such a time as (i) the Purchaser has so provided such an address and (ii) the Purchaser has expressly elected to reclaim custody of the Tokens. Notwithstanding the foregoing, the Company assumes no obligation or liability whatsoever should the Tokens be lost, stolen or compromised following a Company Retention that has not been remedied by the Purchaser as provided herein pursuant to the foregoing (i) and (ii). 
  12. Restriction on Transfer; Custody.
  13. Purchaser hereby agrees that, without the prior written consent of the Company, Purchaser will not, during the period commencing on the Effective Date and ending on  the one-year anniversary of the Effective Date (such period, the “Restriction Period”):  (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, this Agreement or any Tokens to any U.S. Persons (as defined in Regulation S), or (ii) enter into any swap or other arrangement with any U.S. Persons (as defined in Regulation S) that transfers to another, in whole or in part, any of the economic consequences of ownership of the Tokens. The restrictions specified in this section shall not apply to the extent that any Purchaser offers or sells any Tokens to U.S. Persons in compliance with the registration requirements of the Securities Act or pursuant to an exemption from registration. 
  14. DEFINITIONS
  15. AML and KYC Forms” means any and all forms, documents, processes and procedures, including, for the avoidance of doubt, any electronic verification system or process, which the Company determines, in its sole discretion, are necessary for the Company to comply with applicable Money Laundering Laws and “know your customer” laws.
  16. 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.
  17. Altafin Platform” means the application platform as described in the Platform Materials, and as amended or restated from time to time.
  18. Altafin Tokens”, or “Tokens” means the ERC-20 cryptographic tokens that function as a native unit of value on the Altafin Platform.
  19. Money Laundering Laws” means the applicable laws, rules and regulations of all jurisdictions in which the Purchaser is located, resident, organized or operates concerning or related to anti-money laundering, including but not limited to those contained in the Bank Secrecy Act of 1970 and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”), each as amended and including the rules and regulations thereunder, and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority.
  20. Person” means any individual or legal entity, including a government or political subdivision or an agency or instrumentality thereof.
  21. Platform Launch” means the public, broad commercial launch of the Altafin Platform on which users may spend and receive Tokens in accordance with the Platform Materials, as determined by the Company, and or related or affiliated entities in their sole discretion.
  22. Platform Materials” means the Altafin documents and other materials that describe various details of the Altafin Platform, as published or communicated to the Purchaser or to the public, generally, from time to time.
  23. Transfer” or “Transferred” means, with respect to any instrument, the direct or indirect assignment, sale, transfer, tender, pledge, hypothecation or the grant, creation or suffrage of a lien or encumbrance in or upon, or the gift, placement in trust, or other disposition of such instrument or any right, title or interest therein or the record or beneficial ownership thereof, the offer to make such a sale, transfer or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing.
  24. PURCHASER REPRESENTATIONS
  25. Authorization. The Purchaser has full power and authority to enter into this TSA. This TSA, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
  26. Purchase Entirely for Own Account. This TSA is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this TSA, the Purchaser hereby confirms, that the Tokens acquired by the Purchaser will be acquired for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof during the Restriction Period, and that the Purchaser has no present intention of selling, granting any participation in or otherwise distributing the same during the Restriction Period. By executing this TSA, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, Transfer or grant participations to such Person or to any third Person, with respect to any of the Tokens. The Purchaser has not been formed for the specific purpose of acquiring the Tokens.
  27. Disclosure of Information. The Purchaser has sufficient knowledge of and experience in business and financial matters to be able to evaluate the risks and merits of its purchase of this TSA and of the Tokens and is able to bear the risks thereof. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the sale of the Tokens with the Company’s representatives. 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 Platform Materials. The Purchaser further 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 associated with the Altafin Platform will not function as intended; (ii) the Altafin Platform may not be fully completed; (iii) the Altafin Platform will fail to attract sufficient interest from key stakeholders; and (iv) Altafin 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. 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 OR THE ISSUER, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE TOKENS.
  28. Compliance with Securities Laws. The Purchaser understands that there is a risk that Tokens may be deemed securities under U.S. federal securities laws by the U.S. Securities and Exchange Commission or by a court of competent jurisdiction cannot be eliminated. The Purchaser further understands that the Tokens have not been, and will not be, registered under the Securities Act or any applicable state securities laws. Were the Tokens ever to be deemed to be securities, their qualification for a specific exemption from the registration provisions of the Securities Act and other applicable state securities laws would depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that there is a risk that the Tokens could be deemed “restricted securities” under applicable United States federal and state securities laws and that, pursuant to these laws, the Purchaser would be required to hold the Tokens indefinitely unless they are registered with the U.S. Securities and Exchange Commission and qualified by state authorities or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that none of the Company or its affiliates, as applicable, has any obligation to register or qualify the Tokens for resale, and exemptions from registration and qualification may not be available or may not permit the Purchaser to transfer all or any of the Tokens in the amounts or at the times proposed by the Purchaser. The Purchaser further acknowledges that, in the event the Tokens are deemed to be securities, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Tokens, and on requirements relating to the Company or its affiliates, as applicable, which are outside of the Purchaser’s control, and which the Company and its affiliates, as applicable, are under no obligation, and may not be able, to satisfy.
  29. No Public Market. The Purchaser understands that no public market now exists for the Tokens, and that the Company has not made any assurances that a public market will ever exist for the Tokens and the Company is not under any obligation to register or qualify the Tokens under the laws of any Governmental Authority.
  30. Residence. The Purchaser maintains its domicile at the address shown in the signature page of this TSA and the Purchaser is not merely transient or temporarily resident there.
  31. Legends. The Purchaser understands that the Tokens may be deemed to bear any one or more of the following legends: (a) any legend required by the securities laws of any state to the extent such laws are applicable to the Interests represented by the certificate so legended, and (b): the following legend (and even without such legend the following restrictions apply):

THE TOKENS PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED TO HOLD FOR THE LONG TERM AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNLESS SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

  1. Accredited Investor. Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act (i.e., (a) a natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his or her purchase exceeds $1,000,000, (b) a 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 two years and has a reasonable expectation of reaching the same income level in the current year, (c) a corporation, limited liability company or partnership having total assets in excess of $5,000,000 that was not formed for the purpose of purchasing the Interests pursuant to this TSA, or (d) otherwise meets the requirements for an “accredited investor” under Regulation D promulgated by the Securities and Exchange Commission under the Securities Act). The Purchaser has accurately and completely completed the accredited investor verification process required by the Company.


  1. Waiver of Warranties; Assumption of Risks. THE RISK OF LOSS IN BUYING, HOLDING AND TRADING DIGITAL ASSETS AND RIGHTS THEREIN, INCLUDING THE TOKENS, CAN BE IMMEDIATE AND SUBSTANTIAL. THERE IS NO GUARANTEE AGAINST LOSSES FROM ENTERING INTO THIS TSA. PURCHASER SHOULD THEREFORE CAREFULLY CONSIDER WHETHER TRADING OR HOLDING DIGITAL ASSETS IS SUITABLE FOR THE PURCHASER IN LIGHT OF ITS FINANCIAL CONDITION. Purchaser understands that the Tokens involve risks, all of which the Purchaser fully and completely assumes, including, but not limited to, the risks that (i) the technology and economic models associated with the Tokens and the Altafin Platform will not function as intended; (ii) the Tokens and the Altafin Platform will fail to attract sufficient interest from users; and (iii) the Company and its affiliates, as applicable,  and/or third parties involved in the development of the Altafin Platform may be subject to investigation and punitive actions from Governmental Authorities. 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. NONE OF THE COMPANY NOR ANY AFFILIATES, AS APPLICABLE, MAKES ANY WARRANTY WHATSOEVER WITH RESPECT TO THE TOKENS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) 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 ITS AFFILIATES, AS APPLICABLE, OR ANY OTHER PERSON ON THEIR BEHALF. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER ASSUMES ALL RISKS AND LIABILITIES FOR THE RESULTS OBTAINED BY THE USE OF ANY TOKENS AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY THE COMPANY OR ITS AFFILIATES, AS APPLICABLE, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE TOKENS.
  2. Other Applicable Law. Purchaser represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with the purchase of the Tokens, including (a) the legal requirements within the Purchaser’s jurisdiction for the purchase of the Tokens, (b) any foreign exchange restrictions applicable to such purchase, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption and sale or transfer of the Tokens. The Purchaser’s purchase and payment for and continued beneficial ownership of the Tokens will not violate any applicable laws of the Purchaser’s jurisdiction.
  3. Rule 144. Purchaser has been advised that, to the extent applicable, Rule 144 promulgated under the Securities Act, which permits certain limited sales of unregistered securities, is not presently available with respect to the Tokens and in any event requires that the Tokens generally be held for a minimum of one (1) year after they have been purchased and paid for (within the meaning of Rule 144), before they may be resold under Rule 144.
  4. OFAC. Neither the Purchaser, nor, if applicable, any of its affiliates or direct or indirect beneficial owners; (i) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), nor are they otherwise a party with which the Company is prohibited to deal under the laws of the United States; (ii) is a person identified as a terrorist organization on any other relevant lists maintained by any Governmental Authority; (iii) is identified on, or is employed by or associated with an entity that is identified on, the sanctions lists adopted by the United Nations and the European Union to such extent such sanctions are extended by the UK Government to its Overseas Territories or (iv) unless otherwise disclosed in writing to the Company prior to the date of this Agreement, is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure. The Purchaser further represents and warrants that, if applicable, the Purchaser: (a) has conducted thorough due diligence with respect to all of its beneficial owners; (b) has established the identities of all direct and indirect beneficial owners and the source of each beneficial owners’ funds; and (c) will retain evidence of those identities, any source of funds and any due diligence.
  5. Sources and Uses of Funds. The Purchaser further represents, warrants and agrees as follows:
  6. No payment or other transfer of value to the Company and no payment or other transfer of value to the Company shall cause the Company to be in violation of applicable U.S. federal or state or non-U.S. laws or regulations, including, without limitation, anti-money laundering, economic sanctions, anti-bribery or anti-boycott laws or regulations, the Patriot Act or the various statutes, regulations and executive orders administered by OFAC (“OFAC Regulations”).
  7. No payment or other transfer of value to the Company is or will be derived from, pledged for the benefit of, or related in any way to, (i) the government of any country designated by the U.S. Secretary of State or other Governmental Authority as a country supporting international terrorism, (ii) property that is blocked under any OFAC Regulations or that would be blocked under OFAC Regulations if it were in the custody of a U.S. national, (iii) persons to whom U.S. nationals cannot lawfully export services, or with whom U.S. nationals cannot lawfully engage in transactions under OFAC Regulations, (iv) the government of any country that has been designated as a non-cooperative country or designated by the U.S. Secretary of the Treasury or other Governmental Authority as a money laundering jurisdiction or (v) directly or indirectly, any illegal activities. The Purchaser acknowledges that Money Laundering Laws may require the Company to collect documentation verifying the identity and the source of funds used to acquire the Tokens before, and from time to time after, the date of this Agreement.
  8. All payments or other transfer of value to the Company by the Purchaser will be made through an account (or virtual currency public address whose associated balance, either directly or indirectly, has been funded by such an account) located in a jurisdiction that does not appear on the list of boycotted countries published by the U.S. Department of Treasury pursuant to § 999(a)(3) of the Code as in effect at the time of the payment or other transfer of value. In the event that the Purchaser is, receives deposits from, makes payments to or conducts transactions relating to a non-U.S. banking institution (a “Non-U.S. Bank”) in connection with the acquisition of the Tokens, the Non-U.S. Bank: (i) has a fixed address, other than an electronic address or a post office box, in a country in which it is authorized to conduct banking activities, (ii) employs one or more individuals on a full-time basis, (iii) maintains operating records related to its banking activities, (iv) is subject to inspection by the banking authority that licensed it to conduct banking activities and (v) does not provide banking services to any other Non-U.S. Bank that does not have a physical presence in any country and that is not a registered affiliate.
  9. Additional Information. The Purchaser will provide to the Company any information that the Company from time to time determines to be necessary or appropriate (a) to comply with Money Laundering Laws, anti-terrorism laws, rules and regulations and or any similar laws and regulations of any applicable jurisdiction and (b) to respond to requests for information concerning the identity and or source of funds of the Purchaser from any Governmental Authority, self-regulatory organization or financial institution in connection with its anti-money laundering compliance procedures, or to update that information. The Purchaser understands and acknowledges that the Company may be required to report any action or failure to comply with information requests and to disclose the identity to Governmental Authorities, self-regulatory organizations and financial institutions, in certain circumstances without notifying the Purchaser that the information has been so provided. The Purchaser further understands and agrees that any failure on its part to comply with this Section 4.12 would allow the Company to terminate this TSA and require the forfeiture of any Tokens previously delivered to the Purchaser.
  10. Suspicious Activity Reports. The Purchaser acknowledges and agrees that the Company, in complying with anti-money laundering statutes, regulations and goals, may file voluntarily or as required by law, a suspicious activity report (“SAR”) or any other information with governmental and law enforcement agencies that identify transactions and activities that the Company reasonably determines to be suspicious, or is otherwise required by law. The Purchaser acknowledges that the Company is prohibited by law from disclosing to third parties, including the Purchaser, any SAR filing itself or the fact that a SAR has been filed.
  11. Voluntary Compliance. The Purchaser understands and agrees that, even if the Company is not obligated to comply with any U.S. anti-money laundering requirements, the Company may nevertheless choose to voluntarily comply with such requirements as the Company deems appropriate in its sole discretion. The Purchaser agrees to cooperate with the Company as may be required in the reasonable opinion of the Company in connection with such compliance


  1. DISCLAIMERS
  2. Wallet Address. The Purchaser assumes full responsibility and liability for any losses resulting from any intentional or unintentional misuse of any funds associated with the Purchaser’s Wallet Address including, without limitation, the loss of the Purchaser’s private keys associated with the Purchaser’s Wallet Address, any loss resulting from designating a non-Token compliant network address for the receipt of the Tokens, depositing one type of digital asset to a network address intended for another type of digital asset or class of digital assets, failing to properly maintain any wallet software or other software associated with the Purchaser’s Wallet Address, or any third party gaining access to any funds held associated with the Purchaser’s Wallet Address and misappropriating the Tokens. The Company assumes no responsibility or liability in connection with any such misuse by the Purchaser or any third party or any loss of the Purchaser’s private keys associated with the Purchaser’s Wallet Address.
  3. Indemnity. NONE OF THE COMPANY OR ANY OF ITS AFFILIATES, AS APPLICABLE, SHALL BE LIABLE TO THE PURCHASER, AND THE PURCHASER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, AS APPLICABLE, AND THEIR AGENTS AND ADVISORS, AND THE SUCCESSORS AND ASSIGNS OF THE FOREGOING, FROM AND AGAINST, ALL OR ANY PART OF ANY THIRD PARTY CAUSES OF ACTION, CLAIMS, LIABILITIES, LOSSES, COSTS, DAMAGES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES) (COLLECTIVELY “CLAIMS”) FOR DAMAGES TO OR LOSS OF PROPERTY ARISING OUT OF OR RESULTING FROM THE TRANSACTIONS CONTEMPLATED HEREIN, EXCEPT TO THE EXTENT SUCH CLAIMS ARISE FROM THE BAD FAITH OR INTENTIONAL MISCONDUCT OF THE COMPANY OR ITS AFFILIATES, AS APPLICABLE.
  4. Limitation of Liability. NONE OF THE COMPANY OR ANY OTHER PARTY INVOLVED IN THE SALE OF THE TOKENS PURSUANT TO THIS TSA WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE ACTIVITIES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS TSA, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY OR AS MAY RELATE TO INVESTIGATION AND PUNITIVE ACTIONS FROM GOVERNMENTAL AUTHORITIES, AND WHETHER OR NOT THE COMPANY OR ITS AFFILIATES, AS APPLICABLE, OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY. IN NO EVENT WILL THE COMPANY’S OR ITS AFFILIATES’ TOTAL LIABILITY TO THE PURCHASER ARISING OUT OF OR IN CONNECTION WITH THIS TSA EXCEED THE TOTAL PURCHASE PRICE (AS DENOMINATED IN USD). THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND THE PURCHASER.
  5. MISCELLANEOUS
  6. Entire Agreement. This TSA 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 or written, between them. Any provision of this TSA may be amended, waived or modified only upon the written consent of the Company and the Purchaser.
  7. Notices. Any notice required or permitted by this TSA will be deemed sufficient when sent by email to the relevant address listed on the signature page hereto, as subsequently modified by written notice received by the appropriate party.
  8. No Rights as Stockholder. The Purchaser is not entitled, as a holder of this TSA or the Tokens, to vote or receive dividends or be deemed an equity holder of the Company or its affiliates, as applicable, for any purpose, nor will anything contained herein be construed to confer on the Purchaser, as such, any of the rights of an equity holder or any right to vote for the election of directors or upon any matter submitted to the board of directors 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. Transfers and Assigns. Neither this TSA nor the rights contained herein may be Transferred, by operation of law or otherwise, by the Purchaser without the prior written consent of the Company. The Company may assign this TSA without the consent of the Purchaser.
  10. Severability. In the event any one or more of the provisions of this TSA 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 TSA operate or would prospectively operate to invalidate this TSA, 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 TSA and the remaining provisions of this TSA will remain operative and in full force and effect and will not be affected, prejudiced or disturbed thereby.
  11. Counterpart. This TSA may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute the one and the same instrument.
  12. Governing Law. This Agreement and the Tokens shall be governed by, and all Disputes shall be resolved in accordance with, the laws of the State of Utah, without giving effect to the principles of conflicts of law that may result in the application of the laws of any jurisdiction other than Utah. The United Nations Convention on Contracts for the International Sale of Goods (“CISG”) shall not apply to this TSA or the Tokens, and the Company and the Purchaser expressly waive the application of the CISG with respect to this TSA or the Tokens. For purposes of this TSA, “Dispute” means all disputes, differences, causes of action, controversies or claims (whether based on contract, tort, statutory concepts or any other common law or civil law doctrine) arising out of, in connection with or relating to (a) this TSA or any Related Agreement, (b) the Tokens, or (c) the subject matter of this TSA or any Related Agreement, and “Related Agreement” means any other written agreement entered into by and between the Company and the Purchaser relating to this TSA or the Tokens.
  13. Dispute Resolution.
  14. Arbitration. All Disputes shall be finally resolved by arbitration pursuant to the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”).
  15. Arbitral Tribunal. The number of arbitrators shall be three. Each side in the Arbitration shall nominate one arbitrator, and the two arbitrators shall in turn nominate the third arbitrator, who shall serve as president of the Arbitral Tribunal.
  16. Seat. The seat of the Arbitration shall be the State of Utah. The exclusive place of appeal for any award shall be the courts of the seat of Arbitration.
  17. Language. The language of the Arbitration shall be English.
  18. Application of IBA Rules. In any Arbitration, the International Bar Association’s Rules on the Taking of Evidence in International Arbitration (the “IBA Rules”) shall apply.
  19. Authority of Arbitral Tribunal. The Arbitral Tribunal shall have the power to rule upon its own jurisdiction, including any objection to the formation, existence, validity, scope, effectiveness or enforcement of the arbitration agreement in this Section 6.8 or its jurisdiction over any Dispute, provided, however, that the Arbitral Tribunal does not have the authority to conduct a class arbitration, consolidated arbitration, collective action or a representative action, all of which are expressly prohibited by this TSA.
  20. Provisional Relief. The Arbitral Tribunal shall have the authority to award interim, injunctive, conservatory or provisional measures of protection (“Provisional Relief”), declaratory relief, monetary compensation, equitable relief and specific performance. Before the Arbitral Tribunal is constituted, any party may apply for Provisional Relief only to (1) the Specified Court or (2) an emergency arbitrator appointed in accordance with the ICC Rules. A party seeing Provisional Relief in such circumstances shall not be deemed to have breached its agreement to arbitrate or to have affected the powers reserved to the Arbitral Tribunal.
  21. Consent to Jurisdiction of Specified Courts in Limited Circumstances. The Company and the Purchaser unconditionally and irrevocably consent to (a) the exclusive jurisdiction of the courts of the State of Utah (the “Specified Courts”) in any action, suit or proceeding (an “Action”) for the enforcement of the arbitration agreement or any Provisional Relief, and (b) the non-exclusive jurisdiction of the Specified Courts with respect to the enforcement of any award. The Company and the Purchaser unconditionally and irrevocably agree that it shall not bring any Action in any court other than the Specified Court. The Company and the Purchaser further expressly waive any objection, and they agree not to plead or claim, that (i) the Specified Courts do not possess personal jurisdiction over the Company and the Purchaser, (ii) any such action or proceeding has been brought in an inconvenient forum, or (iii) an injunction or other judicial order (interlocutory or final) should be issued that would have the effect (directly or indirectly) of restraining or impeding the maintenance or prosecution by either Company and the Purchaser. The Company and the Purchaser further agree that any arbitral award may be enforced by Company or the Purchaser against the assets of the other party wherever those assets are located, and that any award may be entered into and enforced by any court or tribunal of competent jurisdiction, and that no claim of immunity from such proceedings shall be claimed on behalf of such party or its assets.
  22. Waiver of Jury Trial (If Applicable). The Company and the Purchaser each expressly, unconditionally and irrevocably waive their respective rights to a jury trial, if a jury trial would have otherwise been available under applicable law.
  23. No Class Arbitrations, Class/Collective Actions or Representative Actions. Any Dispute arising out of or related to this TSA or the Tokens is personal to the Purchaser and the Company and shall be resolved solely through individual arbitration and shall not be brought as a class arbitration, consolidated arbitration, collective action or any other type of representative proceeding. There shall be no class arbitration, consolidated arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
  24. Fees, Costs and Expenses in Connection with the Dispute. Each of the Company and the Purchaser shall (a) share equally all fees, costs and expenses of the International Chamber of Commerce and the Arbitral Tribunal, and (b) bear their own attorneys’ fees.
  25. Confidentiality. Each of the Company and the Purchaser shall keep any Arbitration confidential and shall not disclose to any person other than those necessary to the conduct of those proceedings (i) the existence of the Arbitration, (ii) any document, testimony, transcripts or other information submitted, exchanged or created for the Arbitration, or (iii) any decisions, orders or awards of the Arbitral Tribunal, unless such disclosure is (a) required by law or a governmental authority, (b) necessary for a party to seek legal, accounting or other professional services, (d) where such information is already in the public domain other than as a result of a breach of this clause, (d) by order of the Arbitral Tribunal upon application of a party or (e) for the purpose of making a bona fide application to any court of competent jurisdiction relating to any aspect of the Arbitration, including motions to recognize, enforce or challenge an award or interim measure, provided that, in all of the circumstances (a) to (c) above, the producing party takes reasonable measures to ensure that the recipient preserves the confidentiality of the information provided.
  26. Notice. Each of the Company and the Purchaser shall notify the other party in writing of any Dispute within 90 days of the date it arises, so that the Company and the Purchaser can attempt in good faith to resolve the Dispute informally. The Purchaser’s notice must include (1) the Purchaser’s name, postal address, email address and telephone number, (2) a description in reasonable detail of the nature or basis of the Dispute, and (3) the specific relief that the Purchaser is seeking. The Company’s notice must include (1) a description in reasonable detail of the nature or basis of the Dispute, and (2) the specific relief that the Company is seeking. If the Purchaser and the Company cannot resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either the Purchaser or the Company shall be permitted to avail itself of the procedures set forth in this Section 6.8.
  27. Application of the New York Convention. This Agreement, the Tokens and the resulting obligations and relationships are commercial, and the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the “New York Convention”) applies to this TSA and to any order or arbitral award resulting from any Dispute. Any proceeding in a court of the United States of America shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 to 307, as amended or restated from time to time, and not by the of any U.S. state or local statute or ordinance.
  28. Severability of Dispute Resolution and Arbitration Provisions. If any term, clause or provision of this Section 6.8 is deemed to be illegal, invalid or unenforceable, such provision shall be severed and the remainder of this Section 6.8 shall remain valid, enforceable and of full force and effect. Further, any waivers set forth in this Section 6.8 are severable from the other provisions of this Section and shall remain valid and enforceable, except as prohibited by applicable law.
  29. Agreement to Terms. By agreeing to be bound by this TSA, the Purchaser either (A) acknowledges and agrees that the Purchaser has read and understands that this matter shall be resolved by arbitration in accordance with the ICC Rules, or (B) waives its opportunity to read the ICC Rules and any claim that the ICC Rules are unfair, unconscionable or should not apply for any reason.
  30. Additional Assurances. The Purchaser shall, and shall cause its affiliates to, from time to time, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably requested by Company or are necessary for the Company, upon the advice of counsel, to carry out the provisions of this TSA and give effect to the transactions contemplated hereby, including, without limitation, to enable the Company to register the Tokens, to enable the Tokens to qualify for or maintain an exemption from registration (to the extent any such exemptions are available), to comply with Money Laundering Laws, or to otherwise complete the transactions contemplated hereby and to comply with applicable laws as then in effect.
  31. Advice. The Purchaser acknowledges that (i) it has read all tax related sections and further acknowledges Purchaser has had an opportunity to consult Purchaser’s own tax, legal and financial advisors regarding the purchase of Tokens under this Agreement; (ii) the tax characterization of the Tokens is uncertain, and it has sought its own tax advice in all jurisdictions relevant to it in connection with the purchase of the Tokens; (iii) a purchase of the Tokens may result in adverse tax consequences to it, including withholding taxes, income taxes and tax reporting requirements; (iv) the proceeds to the Company may be subject to income and/or withholding taxes; (v) the use of the Tokens as a form of currency may or may not be subject to income taxes, capital gains taxes, value added, sales or use taxes or other forms of taxes; (vi) the uncertainty in the tax treatment of the Tokens and transactions in the Tokens may expose subscribers, prospective purchasers and the Company alike to unforeseen future tax consequences associated with the purchase, ownership, sale or other use of the Tokens. 
  32. No Reliance. Purchaser acknowledges and agrees that in making the decision to purchase the Tokens under this Agreement, Purchaser has not relied on any statement, whether written or oral, regarding the subject matter of this Agreement, except as expressly provided in this Agreement and in the attachments and exhibits to this Agreement.

Force Majeure. Without limitation of anything else in this TSA, neither the Company nor any of its affiliates, as applicable, shall be liable or responsible to the Purchaser, nor be deemed to have defaulted under or breached this TSA, for any failure or delay in fulfilling or performing any term of this instrument, including without limitation, initiating the Platform Launch and delivering the Tokens, 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, pandemic or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts or other civil unrest; (d) changes to or clarity in the application of applicable law; or (e) action by any Governmental Authority.