Cryptocurrency Token Sale Agreement

CRYPTOCURRENCY TOKEN SALE AGREEMENT

This Cryptocurrency Token Sale Agreement (the "Agreement") is entered into as of Effective Date: by and between Seller Name: , a legal entity formed and existing under the laws indicated by selecting the applicable entity type below, with a principal place of business at the address set forth in the Seller Contact section, and Purchaser Name: , an individual or entity with the address set forth in the Purchaser Contact section. Each of Seller and Purchaser is referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Seller is developing or has developed a digital token to be known as Token Name: (Symbol: ) ("Tokens"), which will operate on the blockchain protocol designated in Seller's technical specifications; and

WHEREAS, Purchaser desires to purchase, and Seller desires to sell, a specified amount of Tokens on the terms and subject to the conditions set forth in this Agreement.

WHEREAS, the Parties intend that the sale and distribution of Tokens pursuant to this Agreement comply with applicable laws and the representations and covenants set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Agreement have the following meanings:

"Closing" means the transfer of Tokens and receipt of payment pursuant to Section 3; "Purchase Price" means the aggregate amount payable by Purchaser for the Tokens as set forth in Section 3; "Wallet" means the blockchain address to which Tokens shall be delivered.

2. PURCHASE AND SALE

2.1 Sale. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, Number of Tokens: Tokens at the Purchase Price described in Section 3.

2.2 Allocation. Seller represents that it has good and marketable title to the Tokens and that the Tokens to be delivered at Closing will be free and clear of liens, restrictions and encumbrances.

3. PURCHASE PRICE AND PAYMENT

3.1 Purchase Price. The purchase price per Token shall be USD Amount per Token: and the total Purchase Price shall be Total Purchase Price: in the currency specified below.

3.2 Payment. Purchaser shall pay the Purchase Price by Payment Currency: to Seller's account or wallet designated in writing by Seller prior to Closing. Payment shall be made in cleared funds or transferred on-chain as agreed by the Parties.

3.3 Taxes and Fees. Except as otherwise agreed in writing, Purchaser shall bear any taxes, fees or charges payable by reason of the purchase of the Tokens, and Seller shall bear taxes arising from Seller's disposition of the Tokens.

4. DELIVERY; CLOSING

4.1 Closing Date. The Closing shall occur on Closing Date: or such other date as the Parties may mutually agree in writing.

4.2 Delivery. At Closing, Seller shall deliver Tokens to Purchaser's Wallet Address: in the manner and on the blockchain network agreed by the Parties.

5. REPRESENTATIONS AND WARRANTIES

5.1 Seller Representations. Seller represents and warrants to Purchaser that: (a) Seller is duly organized, validly existing and in good standing under its jurisdiction of formation and has full corporate power and authority to enter into and perform this Agreement; (b) the execution, delivery and performance of this Agreement by Seller have been duly authorized; (c) Seller has the right to sell the Tokens; and (d) the transfer of Tokens at Closing will not violate any agreement to which Seller is bound.

5.2 Purchaser Representations. Purchaser represents and warrants to Seller that: (a) Purchaser has full power, capacity and authority to enter into and perform this Agreement; (b) the execution, delivery and performance of this Agreement by Purchaser have been duly authorized; (c) Purchaser acknowledges the speculative nature of digital tokens and accepts the economic risks associated with purchasing Tokens; and (d) Purchaser will comply with all applicable laws in connection with its purchase, holding and use of the Tokens.

5.3 Accredited Investor. Purchaser certifies by checking the box below that Purchaser is an accredited investor or otherwise meets any investor suitability criteria required by Seller to complete the sale. Purchaser represents it is an accredited investor or qualified purchaser

6. TRANSFER RESTRICTIONS; LOCK-UP

6.1 Transfer; Compliance. Purchaser acknowledges that Tokens may be subject to transfer restrictions, lock-up periods, vesting schedules, or other contractual or technical limitations. Purchaser shall not transfer Tokens in violation of applicable securities, commodities or other laws or prior contractual obligations.

6.2 No Public Resale. Unless and until an effective registration statement is in effect under applicable securities laws or an exemption is available, Purchaser agrees not to offer, sell or distribute the Tokens to the public in a manner that would require registration or violate applicable law.

7. RISKS, DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

7.1 Risk Acknowledgment. Purchaser acknowledges and accepts the technological, regulatory, fiscal and market risks inherent in purchasing and using Tokens, including complete loss of value.

7.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE TOKENS AND ANY RELATED SOFTWARE OR SERVICES ARE PROVIDED "AS IS" AND SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

7.3 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TOKENS, INCLUDING LOSS OF PROFIT OR LOSS OF USE.

8. TAXES

Each Party shall be responsible for its own tax liabilities arising from the transactions contemplated by this Agreement. Purchaser shall provide any documentation requested by Seller reasonably necessary to comply with applicable tax withholding obligations.

9. CONFIDENTIALITY

Each Party will keep confidential information received from the other Party in connection with this Agreement confidential for a period of three (3) years following the date of disclosure and will not disclose such information except as required by law or with the prior written consent of the disclosing Party.

10. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of representations, warranties or covenants in this Agreement or any wilful misconduct or gross negligence of the Indemnifying Party.

11. NOTICES

Seller Contact

Purchaser Contact

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above, or to such other address as a Party may designate by written notice to the other Party in accordance with this Section.

12. MISCELLANEOUS

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Governing Jurisdiction: without giving effect to principles of conflicts of law that would result in the application of the laws of another jurisdiction.

12.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

12.3 Amendments. No amendment or modification of this Agreement will be effective unless made in a written instrument signed by both Parties.

12.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

12.5 Waiver. No waiver by either Party of any breach shall be deemed a waiver of any subsequent breach.

12.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

ADDITIONAL INFORMATION

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