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This Simple Agreement for Future Tokens (this “Agreement”) is entered into by and between the undersigned purchaser (the “Purchaser”) and Jade Global Labs Ltd, a company incorporated with limited liability under the laws of the The Republic of Seychelles (“THE COMPANY” ‘We’, ‘us’ or the “Issuer”), with respect to Purchaser’s prepayment for software in the form of cryptographic tokens with the symbol ‘(JCT)” (the “Tokens”), on the terms and subject to the conditions set forth in this Agreement, in consideration for the Total Amount. The Purchaser has received a copy of the white paper, the terms of which are incorporated herein by reference. Purchaser attestation: Those who qualify as High Net-worth Individuals, Accredited Investors or similar status should sign the separate attestation attached. Those who do not fall under that category agree that the purchase of Tokens in their location is not subject to any securities restriction and the sale of Tokens to them is legal.

Purchaser attestation: Those who qualify as High Net-worth Individuals, Accredited Investors or similar status should sign the separate attestation attached. Those who do not fall under that category agree that the purchase of Tokens in their location is not subject to any securities restriction and the sale of Tokens to them is legal.

This agreement is not intended for or marketable to any persons who (1) reside or stay in the United States regardless of their legal status therein, (2) are not classified or recognized as an accredited investor or other qualified purchaser (such as High Net-worth Individual) under such terms are defined under applicable laws in all relevant jurisdictions (please refer to EXHIBIT A - M) or (3), who are not based in a location where the sale of Cryptographic Assets (Tokens) is not subject to restrictions or limitations on individuals (such as a registration), and; who are not capable of understanding the underlying blockchain technology for the decentralized platform and marketplace explained in this agreement and all other relevant materials, therefore, does not or can not expressly accept that the tokens subject to this agreement will be created and delivered to the purchaser at the sole risk of the purchaser on an “AS IS” basis.

1. Events
(a) Token Delivery
On the Distribution Date and the dates in accordance with the Vesting Schedule (collectively, the “$JCT Token Delivery Date” or “Token Delivery Date”), the issuer will issue and distribute $JCT Tokens to the Purchaser in accordance with the token distribution & vesting schedule on page 1 of this agreement. The Issuer will use commercially reasonable efforts to develop the Network and the Tokens on or before the Token Delivery Date. As a condition to the delivery of such Tokens to the Purchaser pursuant to this Section 1(a), (i) the Issuer will have accepted, which it may or may not do in its sole discretion for any reason or no reason, a prepayment of Tokens pursuant to this Agreement, (ii) the Purchaser will have paid the Total Amount, (iii) the representations and warranties of the Purchaser are materially true, accurate and complete, (iv) the Purchaser will have executed and delivered to the Issuer any and all other transaction documents required or desirable, as determined by the Issuer in its sole discretion, to consummate the transactions contemplated by this Agreement in accordance with all applicable laws, including the applicable representation letter attached hereto, (v) the Purchaser will have completed all of the Issuer’s know your customer and anti-money laundering procedures to the Issuer’s satisfaction, and (vi) the Purchaser will have provided to the Issuer a public digital wallet address to which the Issuer may deliver such Tokens during the anticipated Token Delivery. For the avoidance of doubt, the public digital wallet address must be under the direct control of the Purchaser (including its advisor or general partner) and shall not be under the direct or indirect control of a third-party, including one or more exchanges.

(b) Dissolution Event
If a Dissolution Event occurs before this Agreement terminates (or the Distribution Date), then, to the extent funds remain available (after payment of professional fees and other costs and expenses incurred by the Company) from the proceeds of the Total Amount and the amount of the prepayment by all purchasers of Third-Party Agreements (collectively, the “Aggregate Prepayment Balance”), the Issuer will pay to the Purchaser an amount equal to the Total Amount (the “Returned Total Amount”), due and payable to the Purchaser immediately prior to the consummation of the Dissolution Event. For the avoidance of doubt, only the Aggregate Prepayment Balance (and not funds from business operations of the Company) shall be available to pay the Returned Total Amount. If the Returned Total Amount together with the amount required to be returned to all other purchasers of Third-Party Agreements pursuant to their respective Third-Party Agreements (collectively, the “Aggregate Returned Total Amount”) is greater than the Aggregate Prepayment Balance, then the Issuer will pay a portion of the Aggregate Returned Total Amount to the Purchaser and all purchasers of Third-Party Agreements pro rata based on the amounts of their respective prepayments under this Agreement and the Third-Party Agreements (and the claims of the Purchaser against the Company shall abate and any further claims of the Purchaser on assets of the Company shall be extinguished). Any distribution of the Returned Total Amount may be, in the Issuer’s discretion, paid in U.S. Dollar Coin (USDC), Tether (USDT), at the Applicable Exchange Rate.

(c) Termination Events
This Agreement will expire and terminate, without relieving the Issuer of any obligations arising from a prior breach of or non-compliance with this Agreement, upon the earlier to occur of (i) the last delivery of Tokens to the Purchaser pursuant to Section 1(a), and (ii) the payment, or setting aside for payment, of amounts due to the Purchaser pursuant to Section 1(b).

2. Definitions

“Dissolution Event” means (a) the board of directors of the Issuer determines to voluntarily terminate the operations of the Issuer; (b) a general assignment for the benefit of the Issuer’s creditors; (c) the Issuer commences a voluntary case under the laws of any applicable jurisdiction, consents to an involuntary case under such laws, or a court of competent jurisdiction enters an order for relief in an involuntary case under such laws; or (d) any other liquidation, dissolution or winding up of the Issuer, whether voluntary or involuntary.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, or 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.

“Network” means the Foundation’s software platform that decentralizes e-commerce by, among other things, facilitating the purchase, sale, and collective ownership of assets.

“Network Launch” means the first date on which Tokens can be used to engage in transactions on the Network.

“Prepayment Opportunity” means the opportunity to prepay for Tokens pursuant to this Agreement and the Third-Party Agreements.

“Third-Party Agreements” means an instrument pursuant to which purchasers prepay for Tokens, similar in form and content to this Agreement, other than pursuant to this Agreement.

“Token Delivery” means the Issuer’s first delivery of Tokens to persons other than persons for the sole purpose of testing the Network.

“Token Delivery Date” means the date of the Token Delivery.

3. No "MFN" Amendment Rights
The Issuer may offer and sell other Third-Party Agreements on different terms than the terms of this Agreement. If the Issuer issues one or more Third-Party Agreements prior to the termination of this Agreement, then the Issuer is under no obligation to provide the Purchaser with written notice thereof, copies of any documentation relating to such Third-Party Agreements, or any additional information related to such Third-Party Agreements, whether or not reasonably requested by the Purchaser. The Issuer may enter into side letters or other similar agreements with a purchaser, which may have the effect of establishing rights under, or altering or supplementing the terms of, the Third-Party Agreement with respect to that purchaser in a manner more favorable to that purchaser than those applicable to other purchasers (including the Purchaser). For the avoidance of doubt, notwithstanding that the Purchaser may determine that the terms of a Third-Party Agreements are preferable to the terms of this Agreement, the Issuer is under no obligation to amend and restate this Agreement, whether to incorporate terms from the that Third-Party Agreement or otherwise.

4. Representations and Warranties of the Issuer

The Issuer hereby represents and warrants to the Purchaser as follows:

(a) Incorporation
The Issuer is duly incorporated, validly existing and in good standing under the laws of The Seychelles, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.

(b) Authorization; Enforceability
The execution, delivery and performance by the Issuer of this Agreement is within the power of the Issuer and, other than with respect to the actions to be taken when Tokens are to be generated to the Purchaser, has been duly authorized by all necessary actions on the part of the Issuer. This Agreement constitutes a legal, valid and binding obligation of the Issuer, enforceable against the Issuer 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.

(c) No Violation
To the knowledge of the Issuer, it is not in violation of (i) its current governing documents, (ii) any material judgment, statute, rule or regulation applicable to the Issuer, or (iii) any material indenture or contract to which the Issuer is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Issuer. To the knowledge of the Issuer, the performance and consummation of the transactions contemplated by this Agreement do not and will not (i) violate any material judgment, statute, rule or regulation applicable to the Issuer; (ii) result in the acceleration of any material indenture or contract to which the Issuer 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 Issuer or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Issuer, its business or operations.

(d) No Consents
No consents or approvals are required in connection with the performance of this Agreement, other than (i) the approvals of the Issuer’s governing body and (ii) any qualifications or filings under applicable securities laws.

5. NOTWITHSTANDING ANYTHING IN THE PREPAYMENT DOCUMENTS (AS DEFINED BELOW) TO THE CONTRARY, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO THE TOKENS OR THE NETWORK, INCLUDING, WITHOUT LIMITATION, 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, THE 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.

6. Representations, Warranties, Agreement and Covenants of the Purchaser.
The Purchaser hereby represents, warrants and covenants to, and agrees with, the Company and its directors, officers, employees, agents and other affiliates (collectively, the “Company Parties”) as follows:

(a) Capacity; Organization; Authorization; No Conflict
(i) If the Purchaser is an individual, then (A) he or she has full legal capacity for the purchase, execution and delivery of this Agreement and to perform his or her obligations hereunder; (B) this Agreement constitutes a 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; and (C) neither the execution, delivery or performance of this Agreement or any other document required to be executed and delivered by the Purchaser in connection with this Agreement, nor the consummation of any of the transactions contemplated hereby or thereby by the Purchaser, (I) will violate or conflict with any law, rule, regulation, judgment, order or decree of any court or other governmental body applicable to the Purchaser or to which the Purchaser is otherwise subject, (II) will conflict with or result in any breach or default under, permit any party to accelerate any rights under or terminate, or result in the creation of any lien, charge or encumbrance pursuant to the provision of any material contract, indenture, mortgage, lease, franchise, license, permit authorization, instrument or agreement of any kind to which the Purchaser is a party or by which the Purchaser is bound or to which the properties or assets of the Purchaser are subject, or (III) will require the consent or approval of any person or entity other than consents or approvals that have already been obtained.

(ii) If the Purchaser is an entity, then (A) the Purchaser is a corporation or other organization duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has the requisite power and authority to carry on its business and operations as now being conducted; (B) the execution and delivery of this Agreement and each other document required to be executed and delivered by the Purchaser in connection with this Agreement, and the performance by the Purchaser under those agreements, have been duly authorized by appropriate action; (C) the Purchaser shall deliver to the Issuer any evidence of the foregoing as the Issuer may reasonably require, whether by way of certified resolution or otherwise; (D) the person executing and delivering this Agreement and any other instruments on behalf of the Purchaser has all requisite power, authority and capacity to execute and deliver those instruments; (E) this Agreement constitutes a 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; and (F) neither the execution, delivery or performance of this Agreement or any other document required to be executed and delivered by the Purchaser in connection with this Agreement, nor the consummation of any of the transactions contemplated hereby or thereby by the Purchaser, (I) will violate or conflict with any provision of the organizational documents of the Purchasers; (II) will violate or conflict with any law, rule, regulation, judgment, order or decree of any court or other governmental body, (III) will conflict with or result in any breach or default under, permit any party to accelerate any rights under or terminate, or result in the creation of any lien, charge or encumbrance pursuant to the provision of any material contract, indenture, mortgage, lease, franchise, license, permit authorization, instrument or agreement of any kind to which the Purchaser is a party or by which the Purchaser is bound or to which the properties or assets of the Purchaser are subject, or (IV) will require the consent or approval of any person or entity other than consents or approvals that have already been obtained

(iii) If the Purchaser is acting as trustee, agent, representative or nominee for the ultimate owner of this Agreement (an “Ultimate Owner”), the Purchaser understands and acknowledges that the representations, warranties, covenants and agreements made in this Agreement are made, to the fullest extent not prohibited by law, by the Purchaser both (A) with respect to the Purchaser and (B) with respect to the Ultimate Owner. The Purchaser further represents and warrants that it has all requisite power and authority from the Ultimate Owner to execute and perform the obligations under this Agreement. (iv) Except as may otherwise be required by applicable law or regulation, the Purchaser understands that, upon acceptance by the Issuer of this Agreement, the Purchaser is not entitled to cancel, terminate or revoke this Agreement or receive a refund of any payments made hereunder.

(b) U. S. Persons and Offshore Transaction
(i) U.S. Person Transaction.

IF THE PROSPECTIVE PURCHASER IS A U.S. PERSON OR IS IN THE UNITED STATES, OR AN AGENT OF A US RESIDENT, AT THE TIME OF THE PAYMENT OF THE PURCHASE AMOUNT OR ON THE DATE OF EXECUTION OR DELIVERY OF THIS AGREEMENT, THEN THE PURCHASER IS PROHIBITED FROM PURCHASING OR ATTEMPTING TO PURCHASE THE RIGHTS UNDER THIS AGREEMENT. THIS SALE IS NOT INTENDED FOR OR MARKETABLE TO ANY PERSONS RESIDING IN THE UNITED STATES. NO PERSONS MAY OFFER, SALE, OR TRANSFER $JCT TOKENS TO ANY PERSONS RESIDING IN OR CITIZENS OF THE UNITED STATES WITHIN 12 CALENDAR MONTHS OF RECEIVING SAID TOKEN(S). If the Issuer determines that this Section 5(b) is inaccurate, then the Purchaser reserves the right to terminate this Agreement and the Issuer shall not distribute any of the Tokens to the Purchaser.

(ii) Non-U.S. Person Transaction.

1. If the Purchaser is not a U.S. Person, then (I) at the time of the payment of the Purchaser Amount, the Purchaser was outside of the United States and is outside of the United States as of the date of execution and delivery of this Agreement, and (II) the Purchaser is eligible to prepay for the Tokens pursuant to this Agreement and receive Tokens under the applicable laws of the Purchaser’s jurisdiction.
2. If the Purchaser is located or resides in Australia, then (I) the Purchaser has completed and delivered to the Issuer a representation letter in the form attached hereto as Exhibit A or such other form as the Issuer may accept in its sole discretion, and (II) the representations and warranties contained in such representation letter are true, accurate and complete as of the date hereof.
3. If the Purchaser is located or resides in the British Virgin Islands, then (I) the Purchaser has completed and delivered to the Issuer a representation letter in the form attached hereto as Exhibit B or such other form as the Issuer may accept in its sole discretion, and (II) the representations and warranties contained in such representation letter are true, accurate and complete as of the date hereof.
4. If the Purchaser is located or resides in Canada, then (I) the Purchaser has completed and delivered to the Issuer a representation letter in the form attached hereto as Exhibit C or such other form as the Issuer may accept in its sole discretion, and (II) the representations and warranties contained in such representation letter are true, accurate and complete as of the date hereof.
5. If the Purchaser is located or resides in the European Economic Area, outside of France, Germany and the United Kingdom, then (I) the Purchaser has completed and delivered to the Issuer a representation letter in the form attached hereto as Exhibit D or such other form as the Issuer may accept in its sole discretion, and (II) the representations and warranties contained in such representation letter are true, accurate and complete as of the date hereof.
6. If the Purchaser is located or resides in France, then (I) the Purchaser has completed and delivered to the Issuer a representation letter in the form attached hereto as Exhibit E or such other form as the Issuer may accept in its sole discretion, and (II) the representations and warranties contained in such representation letter are true, accurate and complete as of the date hereof.
7. If the Purchaser is located or resides in Germany, then (I) the Purchaser has completed and delivered to the Issuer a representation letter in the form attached hereto as Exhibit F or such other form as the Issuer may accept in its sole discretion, and (II) the representations and warranties contained in such representation letter are true, accurate and complete as of the date hereof.
8. If the Purchaser is located or resides in Hong Kong, then (I) the Purchaser has completed and delivered to the Issuer a representation letter in the form attached hereto as Exhibit G or such other form as the Issuer may accept in its sole discretion, and (II) the representations and warranties contained in such representation letter are true, accurate and complete as of the date hereof.
9. If the Purchaser is located or resides in Israel, then (I) the Purchaser has completed and delivered to the Issuer a representation letter in the form attached hereto as Exhibit H or such other form as the Issuer may accept in its sole discretion, and (II) the representations and warranties contained in such representation letter are true, accurate and complete as of the date hereof.
10. If the Purchaser is located or resides in Japan, then (I) the Purchaser has completed and delivered to the Issuer a representation letter in the form attached hereto as Exhibit I or such other form as the Issuer may accept in its sole discretion, and (II) the representations and warranties contained in such representation letter are true, accurate and complete as of the date hereof.
11. If the Purchaser is located or resides in Singapore, then (I) the Purchaser has completed and delivered to the Issuer a representation letter in the form attached hereto as Exhibit J or such other form as the Issuer may accept in its sole discretion, and (II) the representations and warranties contained in such representation letter are true, accurate and complete as of the date hereof.
12. If the Purchaser is located or resides in South Korea, then (I) the Purchaser has completed and delivered to the Issuer a representation letter in the form attached hereto as Exhibit K or such other form as the Issuer may accept in its sole discretion, and (II) the representations and warranties contained in such representation letter are true, accurate and complete as of the date hereof.
13. If the Purchaser is located or resides in Switzerland, then (I) the Purchaser has completed and delivered to the Issuer a representation letter in the form attached hereto as Exhibit L or such other form as the Issuer may accept in its sole discretion, and (II) the representations and warranties contained in such representation letter are true, accurate and complete as of the date hereof.
14. If the Purchaser is located or resides in the United Kingdom, then (I) the Purchaser has completed and delivered to the Issuer a representation letter in the form attached hereto as Exhibit M or such other form as the Issuer may accept in its sole discretion, and (II) the representations and warranties contained in such representation letter are true, accurate and complete as of the date hereof.

(c) Restrictions on Transfer
(i) The Purchaser acknowledges and is aware that there are substantial restrictions on the transferability of the rights under this Agreement. Specifically, the rights under this Agreement, and the Tokens upon delivery thereof, may not be transferred to a U.S. Person.

(ii) The Purchaser acknowledges and is aware that disposition of this Agreement may constitute engaging in a virtual currency business or other regulated activity requiring a license under the laws of any jurisdiction.

(iii) The Purchaser acknowledges and is aware that any transfer made in violation of the transfer provisions of this Agreement will be void.

(iv) The Tokens are not redeemable at the option of the Purchaser and are in essence “closed-ended.” The Tokens are non-refundable.

(d) Prepayment Documents and Other Information
(i) The Purchaser acknowledges that, if any differences between the terms provided in this Agreement and any other Prepayment Documents, then the terms and conditions of this Agreement supersede any contrary information set forth in the other Prepayment Documents. The Purchaser has had an opportunity to (A) ask questions of and receive answers from the Issuer concerning the terms and conditions of this Agreement, the Prepayment Documents and the Tokens; and (B) obtain any additional information concerning this Agreement and this Prepayment Opportunity, the Issuer and any related material to the extent the Issuer possesses relevant information or can acquire it without unreasonable effort or expense.

(ii) The Purchaser acknowledges that in deciding to prepay for Tokens pursuant to this Agreement, the Purchaser has relied solely upon (A) this Agreement and the White Paper with respect to this Agreement (together with this Agreement, the “Prepayment Documents”), (B) not any other written or oral materials provided or made to the Purchaser with respect to the Tokens, and (C) independent investigations made by the Purchaser. The Purchaser is not relying and may not rely on any other marketing materials or any oral statements made by the Issuer or any of its representatives for purposes of making a decision to prepay for Tokens pursuant to this Agreement. The Purchaser is also not relying on the Company with respect to the legal, tax and other economic factors involved in his, her or its prepayment for Tokens and understands that it is solely responsible for reviewing the legal, tax and other economic considerations involved with prepaying for Tokens pursuant to this Agreement with its own legal, tax and other advisers.

(iii) The Purchaser understands that he, she or it is solely responsible for reviewing this Agreement and the other Prepayment Documents and, to the extent he, she or it believes necessary, for discussing with counsel the representations, warranties, covenants and agreements that the Purchaser is making in this Agreement. The Purchaser understands that and legal counsel of THE COMPANY acts as counsel only to the Company and does not represent the Purchaser or any other person by reason of prepaying for Tokens pursuant to this Agreement.

(iv) Neither the Company nor anyone on its behalf has made any representations (whether written or oral) to the Purchaser (A) regarding the likelihood of occurrence of the Network Launch or the future utility of the Tokens after the Network Launch or (B) that the past business performance and experience of the Company Parties will in any way predict the likelihood of occurrence of the Network Launch or the future utility of the Tokens after the Network Launch.

(e) Tax Information
(i) By executing this Agreement, the Purchaser understands and acknowledges that (A) the Company (or any other Company Party) may be required to provide the identities of the Purchaser’s direct and indirect beneficial owners to a Governmental Authority, and (B) the Purchaser hereby waives any provision of law and/or regulation of any jurisdiction that would, absent a waiver, prevent the Company from compliance with the foregoing and otherwise with applicable law as described in this Section 4.

(ii) The use in this Agreement of “CRS” means the Common Reporting Standard, being the standard for automatic exchange of financial account information developed by the Organisation for Economic Co-operation and Development (“OECD”) as amended from time to time by the OECD; and any legislation, regulations or guidance in The Seychelles that give effect to the matters outlined in the preceding paragraphs. In order to comply with CRS, the Company shall be entitled to release and/or disclose to The Seychelles’s Tax Information Authority or equivalent authority and any other foreign government body as required by CRS any information in its or its agents’ or delegates’ possession regarding the Purchaser, including without limitation, financial information concerning the Purchaser’s investment in the Company and any information relating to any shareholders, principals, partners, beneficial owners (direct or indirect) or controlling persons (direct or indirect) of the Purchaser. The Issuer may also authorize any third-party agent, to release and or disclose such information on behalf of the Company.

(iii) By purchasing rights under this Agreement, the Purchaser acknowledges and agrees that:

1. the Company may disclose the identity of the Purchaser (including without limitation information about the Purchaser) and any other information regarding the Purchaser required by The Seychelles’ Tax Information Authority or any applicable governmental authority in order to comply with CRS and or avoid withholding.
2. the Purchaser must take any action that the Company requires for the Company to (I) enter into, maintain or otherwise comply with the agreement described in paragraph (i) above or (II) comply with any reporting, withholding, or other requirements under CRS;
3. the Company can exercise all remedies to ensure that any withholding (to include any fines, costs, debts, expenses, interest, penalties, losses or liabilities incurred by the Company, or any other shareholder, or any agent, delegate, employee, director, officer or affiliate of any of the foregoing persons) is borne by the Purchaser, the status, action or inaction of which results in such withholding or noncompliance; and
4. the Purchaser must promptly notify the Company if there is any change of circumstances that renders the information furnished in this Agreement in respect of CRS incorrect.

(iv) The Purchaser acknowledges and agrees that, in the event the Purchaser does not provide the requested information and/or documentation and/or has not himself, herself or itself complied with the applicable requirements, whether or not that actually leads to compliance failures by the Company, or a risk of the Company or its shareholders being subject to withholding tax under the relevant legislative or inter-governmental regime, the Company reserves the right to take any action and/or pursue all remedies at its disposal, including, without limitation, the immediate compulsory redemption or withdrawal of the Purchaser concerned.

(v) The Purchaser agrees to indemnify the Company, and their respective directors, officers, affiliates and agents for any and all costs, fees and expenses (including but not limited to, any withholding tax, fines, debts, penalties, interest, losses or liabilities incurred by the Company) arising as a result of any failures to comply or untimely compliance with the above CRS requirements, such indemnity to be the fullest extent permitted by applicable law.

(vi) The Company agrees to indemnify the Purchaser, and their respective directors, officers, affiliates and agents for any and all costs, fees and expenses (including but not limited to, any withholding tax, fines, debts, penalties, interest, losses or liabilities incurred by the Purchaser) arising as a result of any failures to comply or untimely compliance with the above CRS requirements, such indemnity to be the fullest extent permitted by applicable law.

(vii) For the purposes of CRS, the Purchaser shall be required to self-certify and complete the necessary self-certification forms and or provide such other documents as may be required from time to time by the Company or any third-party agent, as set out in the CRS Supplement.

(f) Network and Token Risks
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 associated with the Network will not function as intended; (ii) the Network and Network Launch will not be completed; (iii) the Network will fail to attract sufficient interest from key stakeholders; and (iv) the Company and/or the Network 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” 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, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE TOKENS.

7. Indemnification
a. Indemnification
PLEASE READ THIS INDEMNIFICATION PROVISION CAREFULLY BECAUSE IT GRANTS THE INDEMNIFIED PARTIES (AS DEFINED BELOW) RECOURSE AGAINST THE PURCHASER. The Purchaser acknowledges that he, she or it understands the meaning and legal consequences of the representations and warranties contained in this Agreement and, except as otherwise agreed to in writing with the Company, hereby agrees to indemnify, defend and hold harmless the Company Parties, and each other person, if any, who controls, is controlled by, or is under common control with any of the foregoing (each, an “Indemnified Party”) from and against any and all loss, claim, damage, liability or expense whatsoever (including reasonable attorneys’ fees and disbursements) due to or arising out of or based upon (i) any inaccurate representation or warranty made by the Purchaser, or breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser in this Agreement (including the Purchaser’s tax forms) or in any other document furnished by the Purchaser to any of the foregoing in connection with this Prepayment Opportunity and the transaction related thereto, (ii) any action for securities, commodities, or money transmission law violations instituted by the Purchaser that is finally resolved by judgment against the Purchaser, (iii) any action instituted by or on behalf of the Purchaser against an Indemnified Party that is finally resolved by judgment against the Purchaser or in favor of an Indemnified Party, or (iv) any taxes (other than any net income taxes of the Issuer that result from the delivery of Tokens to the Purchaser pursuant to Section 1) associated with or arising from the Purchaser’s prepayment for Tokens hereunder or the use of Tokens.

b. Purchaser Indemnification
The Company acknowledges that it understands the meaning and legal consequences of the representations and warranties contained in this Agreement and, except as otherwise agreed to in writing with the Purchaser, hereby agrees to indemnify, defend and hold harmless the Purchaser, and each other person, if any, who controls, is controlled by, or is under common control with any of the foregoing (each, a “Purchaser Indemnified Party”) from and against any and all loss, claim, damage, liability or expense whatsoever (including reasonable attorneys’ fees and disbursements) due to or arising out of or based upon (i) any inaccurate representation or warranty made by the Company, or breach or failure by the Company to comply with any covenant or agreement made by the Company in this Agreement (including the Company’s tax forms) or in any other document furnished by the Company to any of the foregoing in connection with this Prepayment Opportunity and the transaction related thereto, (ii) any action for securities, commodities, or money transmission law violations instituted by the Company that is finally resolved by judgment against the Company, or (iii) any action instituted by or on behalf of the Company against a Purchaser Indemnified Party that is finally resolved by judgment against the Company or in favor of a Purchaser Indemnified Party.

c. Third-Party Beneficiaries.
Each Indemnified Party is an intended third-party beneficiary of this Agreement. The remedies provided in this Section 5 shall be cumulative and shall not preclude the assertion by any Indemnified Party of any other rights or the seeking of any other remedies against the Purchaser.

8. Limitation of Liability

PLEASE READ THIS SECTION 7 CAREFULLY BECAUSE THEY LIMIT THE SCOPE OF THE COMPANY’S LIABILITY IN CONNECTION WITH THIS AGREEMENT. YOU ARE DEEMED TO HAVE AGREED ALL OF THE LIMITATIONS CONTAINED WITHIN THIS AGREEMENT UPON SIGNING.

a. Limitation of Liability
To the fullest extent permitted by applicable law: (i) in no event will any party hereto or any of the Company Parties including but not limited to; directors, shareholders, members, advisors, consultants, lawyers, tax experts, marketeers, or any associated party be liable for any indirect, special, incidental, consequential, or exemplary damages of any kind (including, but not limited to, where related to loss of revenue, income or profits, loss of use or data, or damages for business interruption) to the other party hereto arising out of or in any way related to this Agreement or this Prepayment Opportunity, regardless of the form of action, whether based in contract, tort (including, but not limited to, negligence, whether active, passive or imputed), or any other legal or equitable theory, or any applicable laws in any other jurisdictions, except jurisdictions that are subject to this Section 7(c) (even if the party has been advised of the possibility of these damages and regardless of whether these damages were foreseeable); and (ii) in no event will the aggregate liability of any party hereto or the Company Parties, jointly and not severally, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), or other theory, arising out of or relating to these terms exceed the amount the Returned Total Amount. Notwithstanding anything to the contrary in this Agreement, if a Dissolution Event occurs, then the Purchaser’s receipt of the Returned Total Amount will be the Purchaser’s sole and exclusive remedy.

b. Exceptions
The limitations set forth in Section 6(a) will not limit or exclude liability for the gross negligence, fraud or intentional or willful misconduct of any party hereto.

c. Other Jurisdictions Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Section 7 may not apply to the Purchaser.

9. Instructions to Purchaser
a. Payment Instructions
The Issuer will accept payment under this Agreement in U.S. Dollars Coins (USDC) or Tether (USDT), and the Purchaser shall make that payment in accordance with the procedures to be provided by the Issuer to the Purchaser. For purposes of this Agreement, (i) the value of the Total Amount shall be deemed to be in U.S. dollars, whether the Purchaser pays in U.S. Dollars Coins (USDC) or Tether (USDT), valued at the Applicable Exchange Rate for each respectively, relative to U.S. dollars. The term “Applicable Exchange Rate” means the hourly volume-weighted average price of each coin, as applicable, for the period beginning as of the beginning of the hour in which the Purchaser has fully executed this Agreement or paid the Total Amount (whichever occurs first) and ending as of the beginning of the hour in which the Purchaser has fully executed this Agreement or paid the Total Amount (whichever occurs last), sourced from https://www.coinmarketcap.com/ as of that time; provided, however, that, if any exchange included in the pricing at https://www.coinmarketcap.com/ experiences technical issues in that period that affects the accuracy of the hourly volume-weighted average price, then the Issuer will use its reasonable best efforts to determine the hourly volume-weighted average price of the U.S. Dollars Coins (USDC) or Tether (USDT), as applicable, for that period.

b. Token Protection
The Purchaser is responsible for implementing reasonable measures for securing any wallet, vault or other storage mechanism the Purchaser uses to receive and hold the Tokens, including, without limitation, any requisite private key(s) or other credentials necessary to access the storage mechanism(s). If the Purchaser’s private key(s) or other access credentials are lost, the Purchaser may lose access to the Purchaser’s Tokens. Notwithstanding any other provision of this Agreement, the Company shall not be responsible or liable for any damages, losses, costs, penalties, fines or expenses arising out of or relating to (i) the Purchaser’s failure to implement reasonable measures to secure the wallet, vault or other storage mechanism the Purchaser uses to receive Tokens or the relevant access credentials; or (ii) the loss of or unauthorized use of any of the Purchaser’s access credentials.

10. Miscellaneous
a. Entire Agreement
The Prepayment Documents constitute the entire agreement between and understanding of the parties hereto relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral or written, between them.

b.Amendment
Any provision of this Agreement may be amended, waived or modified only upon the written consent of (i) the Issuer and the Purchaser or (ii) the Issuer and the purchasers having invested a majority of the amounts prepaid with respect to this Agreement and all Third-Party Agreements outstanding at the time of the amendment, waiver or modification.

c. Notices and Electronic Delivery; Privacy Policy
Any notice required or permitted by this Agreement will be deemed sufficient when sent by electronic mail to the relevant address listed on the signature page, as subsequently modified by written notice. The Company Parties, each at his, her or its sole and absolute discretion, may provide any notices or other communications given or made to the Purchaser and deliver to the Purchaser (or the Purchaser’s designated agents) any communications relating to any Company Party or otherwise relating to this Agreement (collectively, “Disclosures”) in electronic form, such as via email or posting to a password protected website. The Company Parties will send emails to the email address that the Purchaser has included on the signature page hereto. If an email notification is undeliverable, then delivery of the notice is not required to be made to the Purchaser’s postal mail address of record except as otherwise required by law. When permitted by law, the Company Parties reserve the right to post communications on their respective websites without providing notice to the Purchaser. The Purchaser agrees that all Disclosures provided to the Purchaser via email notification or the Issuer’s website will be deemed to have been good and effective delivery to the Purchaser when sent or posted, regardless of whether the Purchaser actually or timely receives or accesses the email or posted notification. By signing this Agreement, the Purchaser consents to electronic delivery as described herein, unless and until the Purchaser revokes his, her or its consent and/or waiver in writing to the Issuer. The Purchaser acknowledges that email messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted or interfered with, with or without the knowledge of the sender or the intended recipient. The Purchaser also acknowledges that an email from a Company Party may be accessed by recipients other than the Purchaser and may be interfered with, may contain computer viruses or other defects and may not be successfully replicated on other systems. The Purchaser understands that if he, she or it has any doubts about the authenticity of an email purportedly sent by the Company Parties, the Purchaser should contact the purported sender immediately. The Purchaser agrees to be bound by any affirmation, assent or agreement that the Purchaser transmits to the Issuer or its affiliates by computer or other electronic device, including internet, telephonic and wireless devices, including, but not limited to, any consent the Purchaser gives to receive communications from the Issuer or any of its affiliates solely through electronic transmission. The Purchaser agrees that the Issuer and any of its affiliates may send the Purchaser electronic copies of any and all communications associated with this Agreement.

d. Assignment
Neither this Agreement nor the rights contained herein may be assigned in whole or in part, by operation of law or otherwise, by either party without the prior written consent of the other party; provided, however, that the Issuer may assign this Agreement in whole, without the consent of the Purchaser, (i) to any affiliate of the Issuer or (ii) in connection with a reincorporation to change the Issuer’s domicile, a merger of the Issuer with and into another entity or a sale of all or substantially all of the assets of the Issuer.

e. No Partnership
Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute, or be deemed to constitute, a partnership, association, joint venture or other cooperative entity between any of the parties. Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute, or be deemed to constitute, either party the agent of the other party for any purpose. No party has, pursuant to this Agreement, any authority or power to bind or to contract in the name of the other party.

f. Representation
Each party acknowledges that Cal Evans (“Evans”) of Gresham International, outside counsel to the Company, may have in the past represented or may now or in the future represent one or more of the Purchasers or their affiliates in matters unrelated to this Prepayment Opportunity, including representation of the Purchasers or their affiliates in matters of a similar nature to this Prepayment Opportunity. The applicable rules of professional conduct require that Evans inform the parties of this representation and obtain their consent. Evans has served as outside counsel to the Company and has negotiated the terms of this Prepayment Opportunity solely on behalf of the Company. The Issuer and the Purchaser hereby
(i) acknowledge that they have had an opportunity to ask for and have obtained information relevant to the representation, including disclosure of the reasonably foreseeable adverse consequences of the representation;
(ii) acknowledge that with respect to this Prepayment Opportunity, Evans has represented solely the Company, and not the Purchaser or any member, manager or employee of the Company or the Purchaser; and
(iii) give their informed consent to Evans’ representation of the Company in this Prepayment Opportunity.

g. Governing Law; Consent to Jurisdiction; Venue and Service of Process
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE SEYCHELLES WITHOUT REGARD TO ITS CONFLICTS OF LAW RULES, NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY PARTY. ANY SERVICE MUST BE CONDUCTED ON THE HEAD OFFICE OF THE COMPANY AND THE LAWS OF THE REPUBLIC OF SEYCHELLES APPLY. AT THE MUTUAL CONSENT OF THE PARTIES, THE PARTIES MAY AGREE TO ARBITRATE ANY DISPUTE BETWEEN THEM WITHIN THE ARBITRATION BODY OF LONDON (THE LONDON COURT OF INTERNATIONAL ARBITRATION) WITH ONE ARBITRATION APPOINTED USING THE RULES IN FORCE AT THE TIME. UPON ELECTION OF ARBITRATION BY THE COMPANY, YOU AS PURCHASER AGREE TO BE BOUND BY ARBITRATION.

ALL PARTIES WAIVE ANY RIGHTS TO ANY CLASS ACTION INCLUDING BEING ANY MEMBER THEREOF. ANY RIGHTS TO A JURY TRIAL ARE ALSO WAIVED.

h. Interpretation
Sections and other headings contained in this Agreement are for reference only and are not intended to describe, interpret, define or limit the scope or intent of this Agreement. References in this Agreement to Sections and Exhibits are references to sections and exhibits of this Agreement unless specifically provided otherwise.

i. Survival
The representations and warranties of the Purchaser in, and the other provisions of, this Agreement shall survive the execution, delivery expiration or termination of this Agreement.

j. Severability
If any one or more of the provisions of this Agreement is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or if any one or more of the provisions of this Agreement operate or would prospectively operate to invalidate this Agreement, then and in that event, those provision(s) only will be deemed null and void and will not affect any other provision of this Agreement and the remaining provisions of this Agreement will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.

k. Counterparts
This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument. A signed copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

l. Continuation Terms
Once the Tokens have been Distributed in line with this SAFT and in conjunction with the necessary Event (including all vesting periods) Purchaser is hereby put on notice that in line with the continued ownership and use of the Tokens, The Company has deployed Token Terms which govern the relationship of the Parties after such a distribution occurs. Nothing in those terms is designed to contradict these terms. Any warranties, undertakings, or obligations on both Parties under this SAFT shall still have full force and effect. The Token Terms are designed to supplement these terms and take over if/when this SAFT concludes. In the event that this SAFT is deemed to be invalid, or has concluded, the Tokens Terms shall take full force and effect. The Purchaser is advised to read the full Token Terms available on The Company website.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and delivered as of the date first above written.

By signing this Agreement, Purchaser acknowledges that he, she, or it has read and understands every and each terms and conditions of the Confidential Private Placement Memorandum and this Agreement with Purchaser’s best and full capacity and agrees to comply with and be bound by all terms and conditions therein. Purchaser acknowledges and expressly accepts that all purchases of the Tokens issued by the Company during the Prepayment Opportunity Period are final, and there are no refunds or cancellations except as may be required by applicable law or regulation.

ISSUER
THE COMPANY

Name: Clarissa Ralston-Boyle
Title: Director
Address: Jade Global Labs Ltd, House of Francis, Room 303, Ile Du Port, Mahe, Seychelles
Email: [email protected]

PURCHASER