Legal Token Agreement

LEGAL TOKEN AGREEMENT

This Legal Token Agreement ("Agreement") is entered into as of by and between Issuer Name: with its principal place of business at and Token Holder Name: with its principal place of business at .

RECITALS

WHEREAS, Issuer has developed or intends to develop a digital cryptographic token to be recorded on a distributed ledger for purposes set forth herein (the "Token"); and

WHEREAS, Holder desires to acquire, hold and potentially transfer Tokens subject to the terms, transfer restrictions, and compliance obligations set forth in this Agreement; and

WHEREAS, Issuer and Holder wish to set forth the respective rights, obligations, representations, warranties and indemnities relating to the issuance, use and transfer of Tokens.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

1.1 "Token" means the digital unit identified by Token Name: and Token Symbol: , issued by Issuer and recorded on a distributed ledger or blockchain.

1.2 "Network" means the distributed ledger, blockchain or other protocol on which the Token is issued and recorded.

1.3 "Transfer" means any sale, assignment, pledge, encumbrance, swap, or other disposition of a Token or any right or interest therein.

2. TOKEN ISSUANCE

2.1 Issuance. Subject to the terms of this Agreement, Issuer shall issue to Holder the number of Tokens set forth in the issuance schedule. Total Tokens to be issued: . Issuance Date: .

2.2 Token Type and Rights. The parties expressly acknowledge that the Token confers the following rights and attributes (select applicable): Utility Governance Security Other

3. RIGHTS, TRANSFER RESTRICTIONS AND VESTING

3.1 Transfer Restrictions. Tokens are subject to lock-up and transfer restrictions as set forth herein. Holder agrees not to Transfer Tokens except in compliance with this Agreement, applicable securities laws, and any contractual transfer restrictions recorded on the Network.

3.2 Lock-Up and Vesting. If applicable, Tokens issued to Holder shall be subject to vesting in accordance with the schedule below. Lock-up period (if any): . Vesting schedule (describe):

4. REPRESENTATIONS AND WARRANTIES OF THE ISSUER

Issuer represents and warrants to Holder that, as of the Effective Date and at the time of any issuance:

(a) Issuer is duly organized, validly existing and in good standing under the laws of Jurisdiction of Formation: and has all requisite corporate or entity power and authority to execute and perform this Agreement.

(b) The issuance of Tokens pursuant to this Agreement, and the execution and performance of this Agreement, do not and will not violate any material agreement, law, regulation or order binding on Issuer.

(c) To Issuer's knowledge, the Token and the issuance thereof are not the subject of any pending claims that would materially impair Issuer's ability to perform its obligations hereunder.

5. REPRESENTATIONS AND WARRANTIES OF THE HOLDER

Holder represents and warrants to Issuer that, as of the Effective Date and at the time of any acquisition of Tokens:

(a) Holder has full power, capacity and authority to execute and perform this Agreement and to accept the Tokens on the terms set forth herein. Holder capacity:

(b) Holder acknowledges receipt of sufficient information regarding Issuer, the Token mechanics, and risks associated with holding Tokens and is acquiring Tokens for investment, use, or other lawful purposes consistent with this Agreement.

6. COMPLIANCE, KYC/AML AND EXPORT CONTROLS

6.1 Compliance Obligations. Each party shall comply with all applicable laws, rules and regulations, including anti-money laundering, counter-terrorism financing, sanctions, and export control laws applicable to the performance of this Agreement.

6.2 Holder hereby agrees to provide KYC/AML information upon Issuer's request and acknowledges that Issuer may refuse or reverse Transfers where legal or regulatory compliance concerns exist.

7. TAXES

Each party is solely responsible for its own tax obligations arising from Token issuance, receipt, ownership, transfer or other disposition of Tokens. Issuer makes no representation as to tax treatment and Holder should consult its own tax advisor.

8. CONFIDENTIALITY

The parties shall keep confidential all non-public information obtained in connection with this Agreement and shall not disclose such information except as required by law or with the prior written consent of the disclosing party.

9. INTELLECTUAL PROPERTY

Except as expressly licensed herein, nothing in this Agreement conveys any right, title or interest in Issuer's trademarks, service marks, copyrights, patents, trade secrets or any other proprietary rights.

10. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of the breaching party's breach of any representation, warranty or covenant under this Agreement.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until all Tokens held by Holder have been transferred or otherwise extinguished, or until terminated in accordance with this Section. Termination shall not relieve either party of obligations accrued prior to termination or survive as otherwise required by law.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice to the other party).

14. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties. No waiver of any breach shall be effective unless in writing and signed by the party granting the waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of Governing Law Jurisdiction: without regard to principles of conflicts of law. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements. If any provision of this Agreement is held invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

MISCELLANEOUS PROVISIONS

The headings in this Agreement are for convenience only and shall not affect interpretation. References to sections and subsections refer to sections and subsections of this Agreement unless otherwise specified.

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