Release Agreement

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

1. SeedHunter Inc., incorporated in the Republic of Panama, having its company registration number 155748785, and its 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.

Background

a. Whereas, the Seller is developing its Project and seeks to raise funds through the Platform by selling its Future Tokens (which are implemented within the Project) to the Purchasers for the purpose of developing the Project.

b. Whereas, SeedHunter provides its Platform for the Seller to list its Project and enable its users to purchase the Seller’s Future Tokens.

c. Whereas, as a part of SeedHunter’s Services, SeedHunter has collected the Total Purchase Price from the Purchasers and shall transfer each Purchase Price to the Seller in accordance with the terms of the SAFT Agreement between the Seller and each Purchaser and the General Terms of Service for Clients/Sellers.

d. Whereas, the Seller has agreed to comply with the terms and conditions of each SAFT Agreement and issue and transfer its Future Tokens to each Purchaser, subject to the terms of the SAFT Agreement.

NOW, THEREFORE, and in consideration of the foregoing and for other valuable considerations, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

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:

“Agreement” means this Release 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.

“ Future Tokens” means certain future Digital Assets in connection with the Seller’s Project that are offered for sale by the Seller.

“General Terms and Conditions for the Sale of Future Tokens” or “General Terms and Conditions” or “General T&Cs” means terms and conditions of the sale of the Future Tokens of the Seller’s Project.

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

“Indemnified Parties” shall have the meaning as set out in Clause 4.1 below.

“Platform” means SeedHunter’s proprietary platform available at www.seedhunter.com

“Permitted Transfer” shall have the meaning as set out in Clause 8.4 below.

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

“Purchaser” means an individual who agreed to purchase the Future Tokens from the Seller and entered into the SAFT Agreement with the Seller.

“SAFT Agreement” means the General T&C and the Sale and Purchase Agreement (defined below) that refers to the General Terms and Conditions, and together govern the sale of the Future Tokens, and collectively constitute and form a legally binding agreement between the Purchaser and the Seller.

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

“SeedHunter Service Agreement” means an agreement that has to be entered into by the Seller and SeedHunter to remunerate SeedHunter for the SeedHunter Services.

“Seller’s Wallet Address” [insert address]

“Sale and Purchase Agreement” means an agreement, agreed to by the Purchaser, which refers to the General Terms and Conditions.

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

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

1.2. Interpretation:

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. Obligations of the Parties

2.1. SeedHunter has collected the Total Purchase Price from the Purchasers through the Platform and shall transfer it (with deduction of applicable SeedHunter’s fees) to the Seller’s Wallet Address within fourteen (14) calendar days upon execution of this Agreement by both Parties.

2.2. The Seller acknowledges that before the release of the Total Purchase Price, SeedHunter will withhold and deduct its Commission, pursuant to the SeedHunter Service Agreement.

2.3. The Seller shall issue and transfer the Future Tokens to the Purchasers (listed in Schedule 1), in accordance with the terms and conditions of the SAFT Agreement.

2.4. The Seller hereby acknowledges and agrees that any transaction and relationship related to the sale and purchase of the Future Tokens shall exist exclusively and directly between the Seller and the respective Purchaser, whereby SeedHunter merely provides certain technical infrastructure to facilitate such sale and purchase, and shall not be a counterparty to the transaction or legal relationship between the Seller and the Purchaser. SeedHunter in no case bears responsibility for the content of the SAFT Agreement between the Seller and the Purchaser and for the underlying legal transaction of purchase of the Future Tokens. In no event shall SeedHunter be responsible for or held liable in connection with any loss or damage of any sort incurred by the Seller and/or the Purchaser as the result of, or in connection with the sale of the Future Tokens and the SAFT Agreement. In the event, that any dispute arises out of or in connection with the SAFT Agreement, such dispute shall be exclusively resolved by the Seller and the respective Purchaser.

3. Seller’s Warranty

3.1. Seller represents and warrants to SeedHunter that:

3.1.1. The Seller will comply with the terms and conditions of each SAFT Agreement (i.e., the General Terms and Conditions and each Sale and Purchase Agreement). A list of all executed Sale and Purchase Agreements by the Purchasers is contained in Schedule 1. The General Terms and Conditions prepared by the Seller for the Purchasers are included in Exhibit A.

3.1.2. The Seller is a corporation duly organised, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.

3.1.3. The execution, delivery and performance by the Seller of this Agreement are within the power of the Seller and have been duly authorised by all necessary measures on the part 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.

3.1.4. The Seller is fully, solely, and independently responsible for the regular content of each SAFT Agreement and compiled execution of legal transactions thereunder.

3.1.5. Seller’s Wallet Address is correct. For the avoidance of any doubt, the Seller understands and agrees that SeedHunter shall not be held responsible if the Seller's Wallet Address is incorrect, resulting in the Seller not receiving the Total Purchase Price.

3.1.6. The Seller will comply with warranties as set out in section 23 of the General Terms of Service.

4. Indemnification

4.1. 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) any breach of the terms and conditions of the SAFT Agreements by the Seller; or (c) any negligence, fraud, or willful misconduct by the Seller; or (d) the failure of the Seller to comply with any laws and regulations; or (e) the SAFT Agreements are deemed unenforceable by a court of competent jurisdiction.

4.2. 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.

5. Limitation of Liability

5.1. 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. Notwithstanding any provision to the contrary, the aggregate liability of SeedHunter arising out of or in connection with this Agreement and/or the SAFT Agreements, 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 the SeedHunter Service Agreement. This clause shall survive the termination or expiration of this Agreement and/or the SAFT Agreements and shall remain in full force and effect. The Seller acknowledges and agrees to this limitation of liability.

6. Term and Termination

6.1. This Agreement shall be in force from the Execution Date and remain in full force and effect until it is fully executed and SeedHunter transfers the Total Purchase Price to the Seller’s Wallet Address, unless early terminated by SeedHunter in accordance with the terms of this Agreement (the “Term”).

6.2. This Agreement may be terminated by SeedHunter by providing three (3) days' written notice to the Seller, in any of the following events:

1. breach of any of the Seller’s warranties under Clause 3 of this Agreement;
2. breach of any terms and conditions of this Agreement or any provision of the General Terms of Service for Clients/Sellers by the Seller; provided that, if such breach is capable of cure, the breach has not been remedied within (7) days from the date of issuance of the written notice from SeedHunter;
3. the Seller is in breach of any applicable laws and regulations; or
4. wilful misconduct, fraud or gross negligence by the Seller.

6.3. Termination of this Agreement for any reason shall not release the Seller from any liability which, at the time of such termination, has already accrued 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.

6.4. Survival. Clauses 2.2, 2.3 and 2.4 and paragraphs 3,4,5, 6 and 7 and any other provisions which by their nature are intended to survive the termination and/or expiration of this Agreement shall remain in full force and effect, notwithstanding the cause of for expiration of this Agreement.

7. Governing Law and Dispute Resolution

7.1. 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.

7.2. 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 clause 7.3.

7.3. 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.

7.4. 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.

8. Miscellaneous

8.1. Relationship between the Parties

Nothing in this Agreement shall be construed as establishing or implying any employer-employee, partnership, or joint venture arrangement between the Parties.

8.2. 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. In the event of a conflict between the provisions of the General Terms of Service and the terms of this Agreement, the provisions of the terms of this Agreement shall prevail.

8.3. Amendment

This Agreement may be amended or modified, in whole or in part, solely by an instrument in writing signed by both Parties.

8.4. 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.

8.5. 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.

8.6. Severability

It is the intent of the Parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such provision shall be modified, valid and enforceable under applicable law and such invalidity or enforceability shall not affect the other provisions of this Agreement.

8.7. 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.

8.8. Notices

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]

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.

8.9. 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. This Agreement may be executed electronically or with the use of facsimile signatures. Transmission of an executed counterpart of this Agreement electronically or by email (including PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Agreement.

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

Schedule 1

List of all Sale and Purchase Agreements

Exhibit A

General Terms and Conditions for the Sale of Future Tokens prepared by the Seller for the Purchasers.