SeedHunter Service Agreement

This SeedHunter Service Agreement (the “Agreement”) entered into as of [insert] (the “Execution Date”) and by and between:

1. SeedHunter Inc. – a company, incorporated in the Republic of Panama, having its company registration number 155748785, and registered office address at Ricardo Arias Street, Advanced Tower, Floor 1, Office C-D, Panama City, Panama, P.O. Box 0823-03548 (hereinafter referred to as the “SeedHunter”); and

2. [insert the company’s name], - [insert a type of company], incorporated in [insert a place of incorporation], having its company registration number [insert], and its registered office address at [insert] (hereinafter referred to as the “Seller”).

The Seller and SeedHunter may, hereinafter, be referred to as such or collectively as the “Parties” and individually as a “Party” as the case may be.

The General Terms of Service for Clients/ Sellers and the Additional Terms for Sellers are integral parts of this Agreement and together constitute the entire agreement between the Parties related to the SeedHunter’s Services and SeedHunter’s remuneration. In the event of a conflict or ambiguity between the provisions of this Agreement and the provisions of the General Terms of Service and the Additional Terms for Sellers, the provisions of this Agreement shall prevail.

Any schedules or appendices are considered to be a part of this Agreement and are legally binding, including Schedule I, setting forth the Agreement Details, Schedule II setting forth the Service Details, and Schedule III setting forth the terms of acquisition of the Future Tokens.

Schedule I

Agreement Details

Schedule II

Services Details

1. Definitions and Interpretations

1.1. Definitions

Unless the context otherwise requires, the capitalized terms used herein below shall have the meaning ascribed to them hereunder. In the absence of provided definitions for terms that are capitalized within this Agreement, reference shall be made to the definitions as set forth in the General Terms of Service.

“Agreement” means this SeedHunter Service Agreement and includes the Recitals, Exhibits, Schedules, Annexes, and Appendices to it.

“Associated Companies”means every present and future entity that directly or indirectly controls, is controlled by, or is under common control of a person, where “control” shall mean possession, directly or indirectly of at least fifty percent (50%) of the voting equity of another entity (or other comparable interest for an entity other than a corporation), or the power to direct or cause the direction of the management or policies of an entity whether through ownership of securities, by contract or otherwise.

“Commission”means a commission as specified in Schedule I, which SeedHunter withholds and deducts from the Total Purchase Price upon release of the Total Purchase Price, in consideration of the SeedHunter Services.

“Funding Round” means a period as specified in Schedule I, during which the Seller may offer and sell the Future Tokens to the Purchaser through the Platform.

“Future Tokens”means digital assets in connection with the Project to be issued by the Seller.

“General Terms of Service”means a legally binding agreement between SeedHunter and the Seller that outlines the terms and conditions under which the Seller is granted the right to access and use the Platform and SeedHunter Services, available at https://www.seedhunter.com/terms-of-service-project/ (as amended from time to time)

“Permitted Transfer” shall have the meaning as set out in Clause 5.3 below.

“Project”means the Seller’s project.

“Release Agreement” means an agreement which has to be entered into by the Seller and SeedHunter and which would create an obligation for the Seller to comply with each SAFT Agreement and issue the Future Tokens to the Purchaser.

“SeedHunter Services” means any services provided to you by us via the Platform (including present and future services provided via the Platform, enabled by future technological development), including any ancillary services.

“Service Fee”means a fee specified in the Agreement Details payable by the Seller in the form of the Future Tokens to SeedHunter in consideration of any ancillary services provided by SeedHunter (as stipulated in clause 2.2. of Schedule II).

“Total Purchase Price”means the aggregate amount of funds raised during the Funding Round period by selling the Future Tokens to Purchasers.

“Token Generation Event” or “TGE” means the event at which the Future Tokens shall be issued by the Seller.

“Vesting Schedule” means the rate at which the Seller will disburse or allocate the Service Fee to SeedHunter, as set forth in the Agreement Details.

1.2. Interpretations

In this Agreement, unless the context otherwise requires:

(a) words importing the singular include the plural and vice-versa, and pronouns importing a gender include each of the masculine, feminine and neutral genders;

(b) references to the words “include” or “including” shall be construed without limitation;

(c) the terms “hereof”, “herein”, “hereby”, “hereto” and derivative or similar words refer to this entire Agreement or specified clauses, as the case may be;

(d) references to any legislation or law or to any provision thereof shall include references to any such law or provisions as it may, after the Execution Date, from time to time, be amended, supplemented or re-enacted, and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision;

(e) references to this Agreement or any other agreement, deed, instrument or document shall be construed as a reference to this Agreement, such other agreement, deed, instrument or document as the same may from time to time be amended, varied, supplemented or novated in accordance with the terms of this Agreement

(f) the headings and titles in this Agreement are indicative and shall not be deemed part thereof or be taken into consideration in the interpretation or construction of this Agreement; and

(g) references to the words “written”, “in writing” or similar, shall include email.

2. Services

2.1. SeedHunter shall provide access to the Platform and the SeedHunter Services to the Seller, subject to the General Terms of Service and Additional Terms for the Seller.

2.2. In consideration of the Service Fee, SeedHunter shall provide the following ancillary services (as part of SeedHunter Services):

a. Promote the Seller through SeedHunter’s social media channels;

b. Introduce the Seller to SeedHunter’s networks, such as venture capitals, communities and partners;

c. Arrange ‘Ask Me Anything’ events to engage potential purchasers; and

d. Assist the Seller with its project presentation (content and design).

3. Remuneration

3.1. In consideration of the SeedHunter Services provided:

a. the Seller shall pay the Service Fee to the SeedHunter by transferring it to the wallet address as specified in Schedule I. The payment of the Service Fee shall be governed by Schedule III of this Agreement.

b. the Seller shall pay the Commission to SeedHunter, SeedHunter shall automatically withhold and deduct the Commission from the Total Purchase Price upon release of the Total Purchase Price by SeedHunter to the Seller, subject to the General Terms of Service and Release Agreement.

4. Seller’s Obligations

4.1. The Seller shall use the Platform strictly in accordance with the General Terms of Service.

4.2. The Seller shall comply with the provisions of the General Terms of Service, all instructions and guidance provided by SeedHunter.

4.3. The Seller shall maintain open and timely communication with SeedHunter, and respond to inquiries, requests, or notifications related to the Platform and the SeedHunter’s Services.

4.4. The Seller shall comply with all applicable laws, regulations, and industry standards that may pertain to the Platform and the SeedHunter’s Services.

4.5. The Seller shall within a reasonable timeframe report any issues or concerns related to the Platform and the SeedHunter’s Services.

4.6. The Seller shall actively cooperate with SeedHunter, execute any required actions, and provide all necessary documentation and materials essential for the provision of the SeedHunter’s Service and related to the Platform.

4.7. The Seller acknowledges and agrees that SeedHunter gives no representation or warranty regarding the achievement of any specific result related to the sale of the Future Tokens and any services provided by SeedHunter and shall bear no responsibility in this regard.

5. Intellectual Property

5.1. Under this Agreement and subject to its terms (and, specifically, subject to Seller complying with all obligations under this Agreement, including, but not limited to Section 4 of Schedule II above), SeedHunter grants a limited, non-transferable, and non-exclusive license to the Seller to use the Platform in accordance with the Terms of Service.

5.2. For the avoidance of any doubt, all intellectual property rights related to the Platform shall remain the sole and exclusive property of SeedHunter. Nothing in this Agreement can be construed as an intent to transfer any intellectual property rights in the Platform to the Seller.

5.3. The Seller grants SeedHunter a non-exclusive, irrevocable, royalty-free, transferable, assignable, fully paid up, worldwide license to use the Seller’s trademarks, tradenames, logo, and service marks and other materials provided by the Seller for the purpose of fulfilling the obligations under clause 2.2 of this Agreement.

6. Confidentiality

6.1. All non-public, confidential or proprietary information of SeedHunter (the “Confidential Information”), including, but not limited to, information about SeedHunter's business affairs, products, services, methodologies, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, disclosed by SeedHunter to the Seller, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, or otherwise learned by the Seller in connection with this Agreement, and whether or not marked, designated, or otherwise identified as “confidential,” is confidential, solely for use in performing this Agreement and may not be disclosed or copied unless authorized by SeedHunter in writing. The Seller agrees that the terms of this Agreement constitute the Confidential Information. The Seller shall protect and safeguard the confidentiality of SeedHunter's Confidential Information with at least the same degree of care as the Seller would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care.

6.2. The Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of the Seller's breach of this Agreement; (b) is obtained by the Seller on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) the Seller establishes by documentary evidence, was in its possession prior to SeedHunter's disclosure hereunder; (d) was or is independently developed by the Seller without using any of the SeedHunter’s Confidential Information.

6.3. In addition, the Seller may use or disclose the Confidential Information to the extent: (i) approved by SeedHunter in writing or (ii) the Seller is legally compelled to disclose such Confidential Information, provided, however, that prior to any such compelled disclosure, the Seller shall give SeedHunter reasonable advance written notice of any such disclosure and shall cooperate with SeedHunter (at SeedHunter’s cost and expense including, without limitation, reasonable attorney’s fees and costs) in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information.

6.4. The Seller shall be responsible for any breach of this Section 6 caused by any of its employees, contractors, agents, or representatives (the “Representatives”). On the expiration or termination of the Agreement or at any time during or after the Term of this Agreement, at SeedHunter's written request, the Seller shall promptly return, and shall require its Representatives to return to SeedHunter all copies, whether in written, electronic or other form or media, of SeedHunter's Confidential Information or destroy all such copies and certify in writing to SeedHunter that such Confidential Information has been destroyed. The Seller’s obligations under this Section 6 will survive termination or expiration of this Agreement for a period of three (3) years, except for Confidential Information that constitutes a trade secret under any applicable law, in which case, such obligations shall survive for as long as such Confidential Information remains a trade secret under such law.

7. Indemnification

7.1. The Seller hereby agrees to the fullest extent permitted by applicable law, to defend, indemnify SeedHunter, its Associated Companies, officers, directors, employees, suppliers, consultants, and agents or any other connected persons (collectively “Indemnified Parties”, and each such person or entity individually, “Indemnified Party”) harmless from any and all third party claims (including from the Purchasers), liability, damages, losses, liabilities, fees, expenses, costs (including without limitation, attorneys’ fees and expenses, court costs, costs of settlement, and costs of pursuing indemnification and insurance) that are incurred or accrued due to: (a) any breach of the terms of this Agreement by the Seller; or (b) the failure of the Seller to comply with any laws and regulations; or (c) breach of any rights of a third party, including any intellectual property rights.

7.2. No Unauthorized Settlement Clause. The Seller shall not enter into any settlement agreement or settlement related to claims, actions, or proceedings against SeedHunter in relation to transactions or actions covered under or in relation to this Agreement without obtaining the prior written consent of SeedHunter. Settlements or agreements entered into without such consent shall be null and void, and the SeedHunter shall not be bound by any such agreements or settlements.

8. Limitation of Liability

8.1. SeedHunter shall not be held liable to the Seller for any special, punitive, direct, indirect, or consequential loss or damage arising out of or in connection with this Agreement and/or the SAFT Agreements or any SeedHunter Services or any transaction contemplated under this Agreement or any SAFT Agreement. Notwithstanding any provision to the contrary, the aggregate liability of SeedHunter arising out of or in connection with this Agreement and/or the SAFT Agreement or any SeedHunter Services or any transaction contemplated under this Agreement or any SAFT Agreement, whether in contract, tort (including negligence), or otherwise, shall in no event exceed the amount of the Commission received by SeedHunter, as determined pursuant to this Agreement. This clause shall survive the termination or expiration of this Agreement and shall remain in full force and effect. The Seller acknowledges and agrees to this limitation of liability.

9. Term and Termination

9.1. This Agreement shall be in force from the Execution Date until the payment of the Service Fee (in full) to SeedHunter unless earlier terminated in accordance with the terms of this Agreement (the “Term”).

9.2. This Agreement may be terminated by SeedHunter by providing seven (7) days' written notice to the Seller, in any of the following events:

a. breach of any terms and conditions of this Agreement and any provision of the General Terms of Service by the Seller, whereby, if such breach is capable of cure, this Agreement shall be deemed to have been terminated upon the Seller’s inability or failure to cure such breach within seven (7) days from the date of issuance of the written notice from SeedHunter informing the Seller to cure such breach;

b. Seller’s breach or non-compliance with any applicable laws and regulations;

c. any representation, warranty, information or declaration is given by the Seller is found to be incorrect, false or misleading;

d. breach of wilful misconduct, fraud or negligence by the Seller in connection with this Agreement and the General Terms of Service;

e. an order is made or effective resolution passed or other action taken for the suspension of payments or dissolution, termination of existence, liquidation, winding-up or bankruptcy of the Seller;

f. the Seller becomes or is declared insolvent or is unable, or admits in writing its inability, to pay its debts as they fall due or becomes insolvent within the terms of any applicable law.

9.3. Termination of this Agreement for any reason shall not release the Seller from any liability and responsibility which, at the time of such termination, has already accrued to SeedHunter or which is attributable to a period prior to such termination nor preclude SeedHunter from pursuing any rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement.

10. Non-Disparagement

The Seller shall not, at any time, spread any disparaging or false information about the SeedHunter Parties, or the Platform in any manner, shape or form, and in any social or other media channel, or otherwise take any action which could reasonably be expected to adversely affect SeedHunter’s reputation.

11. Notices

11.1. Any notices to be given by the Parties and deriving from this Agreement shall be made in writing, signed by or on behalf of the Party giving it and delivered personally or sent by prepaid post with recorded delivery, or email addressed to the intended recipient at its address set forth in this paragraph, or to such other address or email address as a Party may from time to time duly notify to the other. Any such notice or communication shall, unless the contrary is proved, be deemed to have been duly served at the time of delivery in the case of service by delivery in person or by post, and the next business day if sent by email.

Notices to SeedHunter:

Attention to:Legal

Email:legal@seedhunter.com

Address:Ricardo Arias Street, Advanced Tower, Floor 1, Office C-D, Panama City, Panama, P.O. Box 0823-03548

Notices to the Seller:

Attention to:[please insert]

Email:[please insert]

Address:[please insert]

11.2. Each Party shall promptly notify the other Party in writing of any changes to their respective addresses or email addresses. If a Party fails to provide such notification of an address or email address change, notices sent to the last known address or email address shall be deemed properly served.

Schedule III

Terms of Acquisition of the Future Tokens

1. Events:

1.1. Token Generation Event. The Seller shall issue and transfer to SeedHunter the Service Fee upon occurrence of the TGE, subject to restrictions set forth in the Agreement Details. If there is a TGE before termination of this Agreement, the Seller will automatically issue and transfer to SeedHunter the Service Fee, subject to restrictions set forth in the Agreement Details. The Seller reserves the right to extend the TGE up to three (3) months, by providing a written notice (together with an explanation for such extension) to SeedHunter in advance.

1.2. Delivery of Tokens. The Service Fee shall be transferred to the SeedHunter’s Wallet Address as specified in Schedule I.

2. Seller’s Representation and Warranties

The Seller represents and warrants to SeedHunter that:

2.1. The Seller is duly organized and validly existing under the laws of its incorporation, and has the power and authority to own and operate its properties and carry on its business as now conducted.

2.2. The execution, delivery and performance by the Seller of this Agreement is within the power of the Seller. This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller 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.

2.3. The Seller is not in violation of any material statute, rule or regulation applicable to the Seller, or any material indenture or contract to which it is a party or by which it is bound.

2.4. The Seller owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of others.

2.5. The performance and consummation of the transactions contemplated Agreement by the Seller do not and will not: (i) violate any material judgement, statute, rule or regulation applicable to the Seller; (ii) result in the acceleration of any material indenture or contract to which the Seller 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 Seller.

2.6. No consents or approvals are required in connection with the performance of this Agreement, other than: (i) the Seller’s corporate approvals; and (ii) any qualifications or filings under securities laws, if applicable.

3. SeedHunter’s Representations and Warranties

SeedHunter represents and warrants to the Seller that:

3.1. SeedHunter is duly organized and validly existing under the laws of its incorporation,

3.2. SeedHunter has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

3.3. This Agreement constitutes a valid and binding obligation of SeedHunter, 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.

SeedHunter does not give any other warranties, express or implied, other than the explicit warranties outlined in this section 3.

4. Governing Law and Dispute Resolution

4.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of the United Arab Emirates without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.

4.2. The Parties shall cooperate in good faith to resolve any disputes arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, breach or termination, and any non-contractual obligation or other matter arising out of or in connection with them (each a “Dispute”). If the Parties hereto are unable to resolve a Dispute within thirty (30) calendar days of notice of such Dispute, such Dispute shall be finally settled in arbitration proceeding as stipulated in Section 4.3.

4.3. Any differences or Disputes arising under or in connection with this Agreement shall be resolved by arbitration administered by the Dubai International Arbitration Centre (the “DIAC”), under the DIAC rules, which are deemed to be incorporated by reference herein. The number of arbitrators shall be one (1) and appointed by SeedHunter. The seat, or legal place, of arbitration, shall be the Emirate of Dubai. The language to be used in the arbitral proceedings shall be English.

4.4. The arbitration proceedings and the arbitration award shall be confidential. The Parties agree to keep confidential all matters relating to the arbitration, including the existence of the arbitration, the arbitration proceedings, and the arbitration award, except to the extent necessary to enforce an arbitration award or as otherwise required by law.

5. Miscellaneous

5.1. Entire Agreement. This Agreement constitutes the entire Agreement of the Parties with respect to the subject matter of this Agreement and supersedes all previous agreements, negotiations and understandings in respect thereof. Each of the Parties hereby acknowledges that, in entering into this Agreement it has not relied on any representation or warranty save as set out expressly herein or in any document referred to herein. Any provision of this Agreement may be amended, waived or modified only upon the written consent of the Seller and SeedHunter.

5.2. No Waiver. Except as expressly provided in this Agreement, no waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party waiving such provision. No failure or delay by a Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by a Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any preceding or subsequent breach of that or any other provision hereof. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

5.3. No Assignment and Permitted Transfer. This Agreement or any of the rights, interests or obligations hereunder shall not be assigned (whether by operation of law or otherwise) by any Party, without the prior written consent of the other Party. Notwithstanding the above, SeedHunter may assign this Agreement, or transfer this Agreement as a whole, including and all rights, interests and obligations hereunder, without the consent of the Seller to any of its Associated Companies (“Permitted Transfer”). By signing this Agreement, the Seller gives explicit and prior consent to any such Permitted Transfer to any Associated Companies at SeedHunter's sole discretion. Upon Seller being notified about Permitted Transfer by SeedHunter, it shall be deemed that the respective Associated Company has replaced SeedHunter as a Party to this Agreement.

5.4. Successors. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

5.5. 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 in the event that any one or more of the provisions of this Agreement operate or would prospectively operate to invalidate this Agreement, 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 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. Notwithstanding the generality of the above, SeedHunter will propose an alternate provision that is as close to the original intent of the Parties and serves the objectives of such provision as nearly as possible and is valid, legal and enforceable and such alternate provision shall thereupon bind the Parties.

5.6. Advice. It is acknowledged by the Parties to this Agreement that they have, prior to entering into this Agreement, taken independent legal counsel and advice as to the nature, effect, and extent of this Agreement or alternatively have had the opportunity to take such legal advice but have elected not to do so.

5.7. Construction of provisions. Provisions or any part of a provision in this Agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of this Agreement and/or the inclusion of the provision or part of the provision.

5.8. Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. The Parties agree that any signature or other electronic symbol or process attached to, or associated with this Agreement with the intent to sign, authenticate or accept the terms of this Agreement will have the same legal validity and enforceability as a manually executed wet signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law and each Party hereby waives any objection to the contrary.

5.9. Survival. Schedule 1, sections 3,4,5,6,7,8 of Schedule 2 and sections 2,3,4 and clause 5.9 of Schedule 3 and any provisions which are intended by their nature to survive the termination and/or expiration of this Agreement shall survive and remain binding and enforceable, notwithstanding the cause of for expiration or termination of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Execution Date.