GENERAL TERMS AND CONDITIONS FOR THE SALE OF FUTURE TOKENS

Date: [insert]

These General Terms and Conditions for the Sale of Future Tokens (the “General Terms and Conditions” or “General T&C”) govern the sale and purchase of future tokens referred to as [insert Token name] (the “Sale” and “ Future Tokens ” respectively) sold by [insert Seller’s full name], a [insert type of company], registered in [insert a place of incorporation], having its company registration number [insert] and registered office address at [insert] (the “Seller”) to the purchaser (the “Purchaser”), details of such person are provided in a separate agreement (the “Sale and Purchase Agreement”).

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

The Sale of the Future Tokens is facilitated by SeedHunter Inc. (“SeedHunter”) through SeedHunter Platform (the “Platform”), and SeedHunter oversees the implementation of the transactions hereunder and provides other support services as specified in these General T&C below.

These General T&C, together with any Sale and Purchase Agreement govern the Sale of the Future Tokens and collectively constitute and form a legally binding Simple Agreement for Future Tokens Agreement between both Parties (the “SAFT Agreement”). Once the Purchaser consents to the provisions of these General Terms and Conditions and the Sale and Purchase Agreement, the SAFT Agreement will be considered finalised and binding upon the Purchaser and the Seller.

The Seller accepts and agrees that the Seller will comply fully with these General T&C and any Sale and Purchase Agreement that refers to these General T&C and is accepted and agreed to by the Purchaser.

The Seller accepts and agrees that prior to the release of any part of the Purchase Price (as will be specified in the Sale and Purchase Agreement), the Seller will enter into the Release Agreement (defined below) with SeedHunter, as provided in the General Terms of Service for Clients/Sellers and the Additional Terms of Service for the Seller. If the Seller fails to do so, the SAFT Agreement will be automatically terminated, and no Party shall have any obligations to the other Party with regards to the Sale of the Future Tokens, and the Purchase Price will be fully refunded to the Purchaser, with the exception of any third party costs.

PART I

MAIN TERMS

This part of these General T&C regulates the main terms of the sale and purchase of the Future Tokens and contains necessary authorisations for SeedHunter as a facilitator of transactions under the SAFT Agreement (to be concluded under these General T&C). For the avoidance of doubt, this part takes precedence over any provision of Special Terms, contained in the second part of these General T&C.

1. Definitions

For the purpose of these General Terms and Conditions, the following terms shall have the following meaning:

“Future Token”shall have the meaning as set forth in the beginning of these General T&C.

“General Terms and Conditions” or “General T&C”shall have the meaning as set forth in the beginning of these General T&C.

“Platform”shall have the meaning as set forth in the preamble of these General T&C.

“Project”means the Seller’s project within which the Future Tokens will be issued and sold.

“Purchase (Token) Amount”means certain the Future Token amount that will be subject to the purchase by the Purchaser.

“Purchase Price” means the price that the Purchaser shall pay in consideration for the acquisition of a certain amount of the Future Tokens, as specified in the Sale and Purchase Agreement.

“Purchaser”shall have the meaning as set forth in the beginning of these General T&C.

“Purchaser’s Wallet Address”shall mean the designated wallet address of the Purchaser, as specified in the Sale and Purchase Agreement.

“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 Future Tokens to the Purchasers.

“Remaining Purchase Price” means the portions of the Purchase Price that have not been released to the Seller by SeedHunter.

“SeedHunter”shall have the meaning as set forth in the beginning of these General T&C.

“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.

“SeedHunter’s Wallet Address” means SeedHunter’s designated wallet address, as specified in these General T&C.

“Seller”shall have the meaning as provided at the beginning of these General T&C.

“Seller’s Profile” means the Seller’s profile on the Platform.

“Seller’s Wallet Address”means the Seller’s designated wallet address, which is or has been provided by the Seller within the Platform.

“Sale and Purchase Agreement”shall have the meaning as set forth in the beginning of these General T&C.

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

“Token Sale Round”or “Funding Round”means a period from the date of the Seller’s registration on the Platform till one (1) week prior to the TGE, during which the Seller may offer and sell the Future Tokens to the Purchaser unless the Seller close the Funding Round earlier.

“Vesting Schedule” means the rate at which the Seller will disburse or allocate the Purchase Token Amount to the Purchaser, as set forth in these General T&C.

2. Agreement Details:

3. Events

3.1 Token Generation Event. The Seller will automatically issue to the Purchaser the Purchase Token Amount upon the Token Generation Event, subject to the restrictions set forth in these General T&C. The Seller reserves the right to extend the TGE, at its sole discretion, up to three (3) months, provided that prior to such extension the Seller informs the Purchaser.

3.2 Delivery of Tokens. The Purchase Token Amount shall be issued and transferred to the Purchaser’s Wallet Address, subject to these General T&C.

3.3 Conditions for Issuance.

a. The Seller will issue and transfer to the Purchaser the Purchase Token Amount if the Purchaser executes these General T&C and the Sale and Purchase Agreement and transfer the Purchase Price (as defined in Schedule I of the Sale and Purchase Agreement) to the SeedHunter’s wallet address. The transfer of the Purchase Price can be made by connecting the Purchaser’s wallet to the SeedHunter’s wallet via Metamask or Coinbase or manually by transferring the Purchase Price to the SeedHunter’s Wallet Address, as specified in the table above. In the event, that the transfer of the Purchase Price has been made manually, the Purchaser shall immediately provide a hashcode of the transaction within the Platform.

b. The transfer of the Purchase Price shall be made within seven (7) calendar days from the date of acceptance/execution of the terms of the Sale and Purchase Agreement by the Purchaser. In the event the Purchaser fails to transfer the Purchase Price to the SeedHunter within the above-mentioned time period, the SAFT Agreement shall be automatically terminated and no Party shall have any obligations to the other Party with regard to the Sale of the Future Tokens.

3.4 SeedHunter’s Services.

a. The Parties hereby authorize SeedHunter to hold the Purchase Price on their behalf and perform the SeedHunter’s Services. SeedHunter reserves the right to charge a commission from the Seller (as specified in a SeedHunter service agreement between the Seller and SeedHunter), upon release of the Purchase Price. The Seller shall not deduct or withhold the SeedHunter’s commission from the Purchaser and shall issue and transfer the full amount of the Purchase Token Amount to the Purchaser (without any deductions or withholdings). The Parties acknowledge and agree that SeedHunter is not a party to the SAFT Agreement and has a limited role and responsibilities with regard to facilitating and implementing transactions agreed under the SAFT Agreement, specifically providing IT infrastructure and SeedHunter Services. The SeedHunter Services are governed by the applicable terms of services (as they might be amended from time to time), which can be found at www.seedhunter.com . SeedHunter shall bear or assume no responsibility or liability to either Party in the event of a breach of the SAFT Agreement by the other Party or due to reasons outside of SeedHunter’s control, as specified in the applicable terms of service. SeedHunter does not provide any advice, including tax advice, and each Party shall be responsible for its own taxes. The Parties acknowledge that SeedHunter has no control or influence over the performance or obligations of the Seller or the Purchaser under the SAFT Agreement.

b. To facilitate SeedHunter Services, the Parties shall inform SeedHunter as soon as reasonably practicable of all relevant events, including but not limited to the termination of the SAFT Agreement. Such notifications shall be sent to the SeedHunter’s email address, as specified in these General T&Cs. SeedHunter hereby disclaims any liability for the occurrence of any dissolution event, as defined by the Parties. The Parties understand and agree that SeedHunter assumes no obligations or responsibilities in connection with any such events or their consequences.

3.5 Expiration and Termination.

a. The SAFT Agreement will expire upon the full issuance of the Purchase Token Amount to the Purchaser pursuant to clause 3.1 above, unless earlier terminated by either Party in accordance with the provisions of these General T&C.

b. The SAFT Agreement can be terminated by either Party upon the occurrence of the following events by giving seven (7) calendar days prior written notice to the other Party and informing SeedHunter (without relieving the other Party of any obligations arising from a prior breach of or non-compliance with the SAFT Agreement):

(i) If either Party is in material breach of any terms and conditions of the SAFT Agreement and such breach is not remedied within 8 days after the breaching Party was notified about such breach and warned about intended termination in writing by the other Party; or

(ii) pursuant to clause 9 below, if the Seller retains the right to unilaterally void the SAFT Agreement.

3.6 SeedHunter Refund Execution.

a. Notwithstanding any other provision of these General T&C, the Parties agree and understand thatSeedHunter will execute the refund of the Remaining Purchaser Price to the Purchaser only in one of the following events: (i) the Seller fails to enter into a Release Agreement with SeedHunter; or (ii) the TGE does not occur at least 1 week after the conclusion of the Funding Round; provided that the Purchase Price has not been released to the Seller earlier.

b. The refund of the Remaining Purchase Price by SeedHunter will be processed within sixty (60) calendar days from the occurrence of any of the above-mentioned events and will be credited to the Purchaser's account on the Platform. The refund will be made in the same currency as the initial payment.

c. In the event, that the SAFT Agreement is terminated in accordance with clause 3.5 (b), the Seller acknowledges and agrees that the Seller will directly refund to the Purchaser the Purchase Price that has already been released to the Seller by SeedHunter. However, such a refund will be processed once the Purchaser transfers the Future Tokens back to the Seller (if applicable).

3.7 The Seller and the Purchaser grant SeedHunter irrevocable authorization to implement and execute all the transactions and provide the SeedHunter Services as outlined in Part I of these General T&C.

PART II

SPECIAL TERMS

This Part of the General T&C outlines special terms for the sale and purchase of the Future Tokens as determined by the Seller.

4. Definitions and Interpretations

[to insert any additional definitions and any interpretations]

“Dissolution Event”means[please insert definition]

“Excluded Jurisdiction” means any following jurisdictions: the democratic People’s Republic of North Korea, Islamic Republic of Iran, Syrian Arab Republic, Myanmar, United States of America (including its territories: American Samoa, Guam, Puerto Rico, the Northern Mariana Islands, and the U.S. Virgin Islands), Nigeria, the Republic of Cuba, the Crimea Region of Ukraine, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, Sevastopol, People's Republic of China (Mainland), Federal Democratic Republic of Nepal, People's Democratic Republic of Algeria, Kingdom of Morocco, Plurinational State of Bolivia, Afghanistan, Panama, United Arab Emirates, [please insert other excluded jurisdictions]

5. Seller’s Representation and Warranties

[Please insert the Seller’s representations and warranties, which may include, for instance, confirmation of the Seller's proper organization and existence, adherence to all relevant laws, and any additional relevant representations that you consider necessary. In addition, please state that the Future Tokens to be issued will constitute utility tokens, not security tokens. ]

6. Purchaser’s Representations and Warranties

[Please insert the Purchaser’s representations and warranties, which may include for example, confirming that the Purchaser possesses the legal capacity to execute these General T&C,, is not a resident of any restricted countries, and any other representations that you deem necessary to be included]

7. Risks Factors

[Please insert the risks that you need to disclose to the Purchaser, for example, the possibility that the total proceeds from the sale of Future Tokens may be inadequate to adequately support or expand the Project, potential regulatory challenges related to cryptocurrencies and distributed ledger technologies, economic risks, and any other risks that you consider relevant to inform the Purchaser about]

8. Anti-Money Laundering, Economic Sanctions, Anti-Bribery & Anti-Boycott Representations.

[Please add representations of the Purchaser related to AML, Economic Sanctions and anti-boycott, for example, the Purchaser is not engaged in any money laundering activities and not subject to any economic sanctions imposed by relevant governmental bodies or any other relevant representation that you deem necessary]

9. Retention of Rights to Add Excluded Jurisdictions - Mandatory

[Please include specific provisions outlining the retention of rights to add excluded jurisdictions and terminate the sale of Future Tokens.]

10. Disclaimers

[Please include disclaimers to address various factors (if applicable). For example, uninterrupted access to the website and its content, the absence of errors in the website, and the acknowledgement that purchasers assume the sole risk when buying tokens or any other relevant disclaimers that you deem necessary]

11. Limitation of Liability

[Please insert specific details regarding the limitation of liability, if applicable]

12. Indemnification

[Please insert specific details regarding indemnification, if applicable]

13. Not Financial Advice

[Insert statement clarifying that the information provided is not financial advice]

14. Confidentiality

[Please insert specific details regarding the confidentiality obligations of the Parties]

15. Intellectual Property - Mandatory

[Insert specific details regarding the ownership and protection of intellectual property]

16. Non-Disparagement

[Please insert specific details regarding the non-disparagement obligations of the Parties]

17. Force Majeure

[Insert specific details regarding the handling of force majeure events]

18. Governing Law - Mandatory

[Please insert specific details regarding the governing law]

19. Dispute Resolution - Mandatory

[Please insert specific details regarding dispute resolution mechanisms]

For the avoidance of any doubt, thisClause 19only applies to the SAFT Agreement and relations between the Parties. Any relations with SeedHunter shall be governed by governing law as specified in SeedHunter’s Terms of Service; in case of any disputes, judicial forum as specified in SeedHunter’s Terms of Service shall have an exclusive jurisdiction.

20. Dissolution and Change of Control

[Please provide specific details regarding the Seller's dissolution. Additionally, please outline the Seller's approach and procedures in the event of a change of control.]

21. Miscellaneous

a. E-Signatures

The Purchaser agrees that any signature or other electronic symbol or process attached to, or associated with the SAFT Agreement with the intent to sign, authenticate or accept the terms of the SAFT 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 the Purchaser hereby waives any objection to the contrary.

b. Transfer and Assignment

[Insert specific details regarding the transfer and assignment of rights and obligations]

c. Severability

[Insert statement indicating that if any provision of these General T&C is deemed invalid, the remaining provisions will remain in effect]

d. Electronic Communications

[Insert statement acknowledging that communications may be conducted electronically]

e. Not a Stockholder

[Insert statement clarifying that the Purchaser does not become a stockholder or equity holder through the SAFT Agreement]

f. No Consumer

[Please insert a provision that the Purchaser enters into the SAFT Agreement not as a consumer, and any consumer protection measures are not applicable or excluded from the SAFT Agreement]

The Purchaser hereby acknowledges and represents that the Purchaser is not considered a consumer in relation to the SAFT Agreement, and the provisions of any applicable consumer protection rules, or any consumer protection rights, including distance selling rules, shall be excluded to the fullest extent permitted by any applicable law. By agreeing to these General T&C, the Purchaser waives any consumer protection rights and distance selling rights that may be applicable under any relevant law.

g. Waivers

[Insert statement regarding the limitations or conditions of waivers]

h. Relationship between the parties

[Insert statement clarifying the nature of the relationship between the Parties]

i. Survival

[Insert a statement indicating the survival of certain provisions beyond the termination of the SAFT Agreement]

j. Taxes

[Insert statement regarding the responsibility of the Purchaser for applicable taxes]

k. Amendments

[Insert statement regarding the process for amending the SAFT Agreement]

22. Notices

[Insert provisions pertaining to the sending notice. For the Purchaser’s contact details, please refer to the Sale and Purchase Agreement]

By clicking the “I ACCEPT AGREEMENT” button below, the Purchaser accepts and agrees to these General T&C. Once the Purchaser consents to the provisions of these General T&C and the terms of the Sale and Purchase Agreement, the SAFT Agreement will be considered finalized. By clicking the “I ACCEPT AGREEMENT” button below, the Purchaser confirms, represents, and warrants that the Purchaser has carefully read, understood, and considered the provisions of these General T&C and, if and to the extent necessary, consult a lawyer, accountant, and/or tax professional or other professional advisors, as applicable.