SQRX Token Purchase Agreement

Last Update: October 21, 2024

NOTICE TO THE PURCHASER 

BY PURCHASING TOKENS, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS TOKEN PURCHASE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT PURCHASE TOKENS.

THIS TOKEN PURCHASE AGREEMENT IS CONFIDENTIAL. IT IS ADDRESSED SOLELY TO AND IS FOR THE EXCLUSIVE USE OF THE PERSON TO WHOM IT IS GIVEN. 

THIS TOKEN PURCHASE AGREEMENT AND ANY TOKEN ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER ANY LAW OR REGULATION GOVERNING THE OFFERING, SALE OR EXCHANGE OF TOKENS IN ANY JURISDICTION. 

THIS TOKEN PURCHASE AGREEMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS TOKEN PURCHASE AGREEMENT AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

NO GOVERNMENTAL OR FINANCIAL REGULATORY AUTHORITY IN ANY JURISDICTION HAS PASSED JUDGMENT UPON OR APPROVED THE TERMS OR MERITS OF THIS DOCUMENT. NO INVITATION HAS BEEN OR WILL BE MADE BY OR ON BEHALF OF THE COMPANY TO THE PUBLIC IN EUROPEAN ECONOMIC AREA “EEA”, CANADA, UNITED KINGDOM, FRANCE GERMANY, SWITZERLAND, AUSTRALIA, ISRAEL, RUSSIA, HONG KONG, SOUTH KOREA  &  SINGAPORE TO SUBSCRIBE FOR OR PURCHASE ANY TOKEN. 

NOTICE TO RESIDENTS OF CUBA, IRAN, NORTH KOREA, SYRIA & THE CRIMEA REGION 

THIS SECURITY IS NOT BEING OFFERED OR DISTRIBUTED TO ANY RESIDENT OF OR ANY PERSON LOCATED OR DOMICILED IN CUBA, IRAN, NORTH KOREA, SYRIA, THE CRIMEA REGION OR ANY OTHER COUNTRY OR TERRITORY THAT IS SUBJECT OF COUNTRY-WIDE OR TERRITORY-WIDE SANCTIONS. 

GENERAL NOTICE 

THIS SECURITY IS NOT BEING OFFERED OR DISTRIBUTED TO ANY RESIDENT OF OR ANY PERSON LOCATED OR DOMICILED WHERE SUCH OFFERING IS PROHIBITED, RESTRICTED OR UNAUTHORIZED IN ANY FORM OR MANNER WHETHER IN FULL OR IN PART UNDER THE LAWS, REGULATORY REQUIREMENTS OR RULES IN SUCH JURISDICTION.

This Token Purchase Agreement – including the Notice to Purchaser above – containing future rights to Tokens (the “Agreement“) is a binding contract between you, an individual or entity (the “Purchaser“) and SQRBIT, INC., a company incorporated in Delaware, USA  its registered address at  222 Delaware Street Ste-207 C77, Delaware 19720 USA (the “Company“). This Agreement governs the purchase of Tokens by the Purchaser. This Agreement is one of a series of token purchase agreements issued or to be issued by the Company to purchasers on substantially the same form as this Agreement. 

RECITALS 

This SQRBIT™ Token Purchase Agreement (“Agreement”) sets forth the terms and conditions under which purchasers may buy SQRX tokens for participation in tokenized real estate portfolios offered by SQRBIT™. The SQRBIT™ Platform is a cutting-edge solution specializing in tokenized real estate services and advanced online tools, enabling investors to seamlessly access, evaluate, and invest in diverse real estate opportunities.

Through the use of blockchain technology, SQRBIT™ promotes transparency, security, and liquidity, simplifying participation in the real estate market. Investors can diversify their portfolios, hold fractional ownership of high-value properties, and enjoy the benefits of tokenized real estate investments without traditional complexities.

(A) Platform Overview and Investor Onboarding

The Company has fully developed the SQRBIT™ Platform (the “Services”) and made it accessible to eligible investors. To access the platform:

1. Registration and KYC/AML Verification: Investors must register an account and complete Know Your Customer (KYC) and Anti-Money Laundering (AML) verification. This ensures compliance with regulatory requirements and promotes a safe environment for all users.
2. Whitelisted Wallet Requirement: Investors must provide a whitelisted wallet address approved by the platform to participate in token purchases and complete transactions. Only wallets that pass the platform’s compliance check will be allowed to buy and hold SQRX tokens.
3. SEC Compliance and Regulatory Exemptions:
   • SQRBIT, Inc. will be fully compliant with the U.S. Securities and Exchange Commission (SEC) and offer tokenized real estate investment under two Act exemptions:
     • Regulation S: Sales to non-U.S. investors outside the United States.
     • Regulation D Rule 506(c): Sales to U.S. accredited investors who meet the defined criteria.

These measures ensure that all transactions conducted on the platform align with relevant regulatory frameworks, providing both investors and the platform with legal safeguards.

 

(B) Multi-Round Structure in the Offering

SQRBIT’s Regulation D offering is structured to allow capital acquisition across multiple investment rounds. The funds raised in each round are intended for the acquisition of real estate assets, including both pre-construction and completed properties, to further expand our investment portfolio.

1. Purpose and Structure of Rounds

• Capital Acquisition for Property Purchases: Each round is designed to raise capital specifically for the acquisition of pre-construction or completed properties, allowing SQRBIT to expand its tokenized real estate portfolio and provide opportunities for fractional ownership.
• Distinct Rounds: Each round has specific funding targets and terms, contributing independently to the overall project goals while supporting the progressive growth of the SQRBIT platform. If a round reaches its funding goal early or is deemed successful, the next round will commence as scheduled.

2. Early Closure of Rounds

• Discretionary Closure: SQRBIT reserves the right to close any round early at its discretion. Possible scenarios for early closure include changes in market conditions, regulatory requirements, or other strategic adjustments that align with our business objectives.
• Notice to Investors: In the event of an early closure, SQRBIT will notify investors with a minimum of 10 days’ notice to ensure transparency and allow for any final investment decisions.

3. Allocation of Funds in Unsuccessful Rounds

• Rollover of Raised Funds: If a round does not reach its intended funding target, the funds raised in that round will be allocated to the next subsequent round. This rollover ensures that all raised capital is directed towards the intended real estate acquisition goals of SQRBIT, supporting a continuous investment flow and project development.

4. Transition Between Rounds

• Formal Closure and Launch of New Rounds: Upon closing a round—whether successful or unsuccessful—the next round will be manually opened and made live on the platform. Administrative steps, including necessary filings or amendments, will be completed to ensure compliance and provide a seamless transition for investors.
• Investor Options: Investors in a closed round may have the option to participate in the subsequent round under new terms or as specified by SQRBIT’s discretion, allowing for continuity of investment and participation in new opportunities.

5. Amendment Flexibility

• Document Updates: SQRBIT reserves the right to amend the terms of the offering documents to accommodate any necessary changes to the round structure, including early closures or other adjustments. Any such amendments will be communicated to investors promptly and, where necessary, filed with appropriate regulatory authorities to ensure full compliance.

Disclosures and Risk Factors

The following disclosures are provided to inform investors of potential risks associated with multi-round offerings and early closure provisions:

• Early Closure Risks: The discretionary closure of rounds may impact the projected timelines and investment targets. Investors should be aware that early closures might occur based on changing market conditions, regulatory adjustments, or other strategic factors.
• Allocation of Funds in Unsuccessful Rounds: If a round does not meet its funding target, the rollover of funds to the next round may impact the timing and completion of specific acquisitions or projects within the SQRBIT portfolio. This may delay the anticipated returns or appreciation for investors in subsequent rounds.
• Forward-Looking Statements: The projected timelines, funding goals, and intended outcomes of each round are based on forward-looking statements. These statements may be subject to adjustments based on regulatory changes, market fluctuations, or internal assessments. SQRBIT will make every effort to adhere to the outlined terms, but investors should consider the inherent risks of an evolving market environment.
• Regulatory and Market Conditions: SQRBIT operates in compliance with all applicable U.S. securities regulations; however, unforeseen changes in regulatory frameworks or shifts in the real estate and tokenization markets may impact the progression of each investment round and the performance of the overall portfolio.

 

(C) Token Sales and Geographic Restrictions

SQRX token sales will only take place on the SQRBIT™ Platform. The sale will be conducted in accordance with regulatory frameworks and restrictions to ensure compliance.

1. Restricted Countries: As outlined in Clause 1.1, token sales will exclude certain jurisdictions due to legal and regulatory restrictions.
2. Eligible Participants: Investors participating in the token sale must meet platform eligibility criteria and confirm that they are not residents of restricted countries.
3. Platform Exclusivity: The token sale will not be conducted on any other platforms, ensuring exclusivity to registered investors on the SQRBIT™ Platform.

 

(D) Use of the Security Token Purchase Agreement (STPA) Across Multiple Investment Rounds

This Security Token Purchase Agreement (STPA) applies to all past, current, and future rounds of SQRX Token offering, reflecting SQRBIT™’s commitment to providing equal rights and benefits to all investors as the property portfolio expands. Each SQRX Token, irrespective of when it was issued, confers identical fractional ownership rights in the entire SQRBIT™ property portfolio, allowing every token holder to participate proportionately in the economic returns generated.

Through this agreement, SQRBIT™ ensures that each SQRX Token issued across all investment rounds is legally and economically equivalent. This consistency grants all token holders equal access to distributions and other economic benefits derived from the real estate portfolio, regardless of the timing of their token acquisition. Such an approach not only safeguards the interests of investors but also promotes compliance with relevant regulations throughout the lifecycle of token issuance.

 

(E) Purpose of  SQRX Token Purchases

The Purchaser acknowledges that the primary purpose of acquiring SQRX tokens is to obtain fractional economic rights in the tokenized real estate portfolios managed by SQRBIT™. Each SQRX token represents a proportional interest in the portfolio of properties available for investment on the SQRBIT™ platform.

By holding SQRX tokens, investors indirectly participate in real estate ownership, with potential returns derived from property income, such as rental revenue, and property value appreciation. Additionally, SQRX tokens may provide liquidity opportunities as compliant secondary market trading becomes available, subject to applicable regulatory requirements.

Ownership and Management Rights:  The Purchaser acknowledges that SQRBIT™ retains full legal ownership and operational control over the underlying real estate assets. SQRX token holders possess fractional economic interests in SQRBIT’s real estate portfolios, linked to the number of SQRX tokens they hold. While this entitles Purchasers to proportional economic benefits derived from the portfolio, SQRBIT™ maintains sole authority over property management, leasing, sales, and strategic decisions.

 

(F) Purchase Terms and Minimum Investment

1. Minimum Investment and Token Representation
   Purchasers can invest as little as $500 in SQRBIT’s property portfolios to acquire fractional ownership in real estate assets managed by the Company. Each SQRX Security Token legally represents a fractional ownership interest in SQRBIT’s property portfolio, providing a proportional share based on the number of tokens held.
2. Stablecoin Payments and Token Issuance
   Investments on the SQRBIT Platform can be made using USDT stablecoin, with each stablecoin unit exchanged at a rate of one (1) SQRX Security Token. This process offers investors direct fractional ownership in SQRBIT’s property portfolio, ensuring both transparency and ease in transactions. For example, an investment of $5,000 in 5,000 USDT will result in the issuance of 5,000 SQRX Security Tokens. 
3. Lockup Period:
   Each SQRX token is subject to a 12-month lockup period.
4. Promotional Token Bonuses
   Depending on specific property rounds, investors may be eligible for promotional bonus tokens, ranging from 5% to 10% or more of their invested amount, based on property deal terms. These bonus tokens will be allocated to the Purchaser’s account upon completing the purchase.

 

(G) Compliance and Investor Obligations

The Purchaser agrees to comply with all regulatory and legal obligations associated with the purchase of SQRX tokens. This includes adhering to the platform’s KYC/AML policies and refraining from any prohibited activities outlined in the platform’s terms of service.

The Purchaser further acknowledges the following:

1. Risk Disclosure: Investing in tokenized real estate carries inherent risks, including the possibility of fluctuations in token value and changes in market conditions. The Purchaser accepts full responsibility for any investment risks.
2. No Guaranteed Returns: SQRBIT™ does not guarantee specific returns, as real estate investments are subject to market performance and other external factors.
3. No Guaranteed Liquidity: SQRBIT™ does not guarantee liquidity for property portfolio owned by SQRBIT, as the ability to buy or sell investments depends on market conditions and other external factors beyond SQRBIT’s control.
4. Secondary Market Trading: The availability of secondary market trading for SQRX tokens will depend on regulatory approvals and platform readiness.

 

(H) Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

1. Dispute Resolution: Any disputes arising from or related to this Agreement will be resolved through binding arbitration conducted in Delaware.
2. Indemnification: The Purchaser agrees to indemnify and hold harmless SQRBIT™ from any claims, liabilities, or losses resulting from the Purchaser’s breach of this Agreement.

 

(J) Participation Pre-Construction Projects: Tokenization and Profit Distribution

SQRBIT™ provides unique opportunities for investors to participate in the tokenization of  pre-construction projects, unlocking value as these projects progress from construction to completion.

– Tokenization of pre-construction Residential Units

During the early phases of a pre-construction project, the project is tokenized even before obtaining title ownership. This allows investors to participate in the project’s potential growth from the beginning. Once construction is completed and titles are transferred to SQRBIT™, the residential units are officially added to the platform’s real estate portfolio.

• Appreciation in Token Value: SQRX security tokens represent fractional ownership in the tokenized project, and their value is expected to increase once the title transfer is finalized, reflecting the market value of the newly completed units.
• SQRX Token Holders’ Ownership Rights: Investors who hold SQRX tokens associated with the development will benefit from the enhanced property value as the units transition from development to full ownership under SQRBIT™.

– Income and Sale Proceeds Distribution

Upon completion, the residential units may either generate rental income or be sold, providing SQRX token holders with multiple revenue streams.

• Rental Income:  If the units are rented, net rental income will be distributed monthly to token holders, based on the proportion of tokens held. This ensures a steady income stream for investors, aligning with the real estate market’s cash flow dynamics.
• Sale Proceeds:  If the units are sold instead of rented, the proceeds from the sale will be distributed proportionally to token holders, ensuring that each investor receives their fair share of the profits according to their token holdings.

Through this model, SQRBIT™ enables investors to participate in the life cycle of real estate development—from construction to ownership, income generation, and eventual sale—maximizing potential returns. The platform ensures that investors benefit from both appreciation in token value and profit distributions, offering a flexible and rewarding investment experience.

 

(K) How Is Platform Income Distributed To SQRX SECURITY TOKEN Holders?

SQRBIT™ generates revenue from multiple sources, including rental income, profits from real estate asset sales, and development projects. The allocation of profits is structured as follows:

1. 10% for Buy-Back and Burn:
   • 10% of the profits will be allocated to a buy-back and burn program, which reduces the circulating supply of SQRX tokens. This mechanism is designed to potentially increase the value of the remaining tokens, benefiting long-term token holders.
2. 50% for Token Holder Distribution:
   • 50% of the profits will be distributed to SQRX security token holders. The distribution will be based on the number of tokens held or staked on the SQRBIT™ platform, rewarding investors for their participation and loyalty.
3. 40% for Company Operations:
   • 40% of the profits will be retained by the company to cover operational costs, taxes, and regulatory expenses. These funds will also support the ongoing management and expansion of SQRBIT’s real estate investment portfolio, ensuring sustainable growth.

This structured profit allocation ensures that the platform remains compliant with legal and financial regulations while maximizing value for token holders and maintaining the company’s long-term objectives.

 

(K) Entire Agreement

This Agreement constitutes the entire understanding between the Purchaser and SQRBIT™ regarding the purchase of SQRX tokens. It supersedes all prior agreements, understandings, and communications, whether oral or written, relating to the subject matter herein.

1- RESTRICTIONS – COMPLIANCE WITH LAWS 

1.1. Restrictions. 

Tokens are not being offered or distributed to any citizen/resident of, or a person located or domiciled in, a Restricted Country (“Restricted Person”). A “Restricted Country” refers to any country that, as directed by the Company, has restricted the sale, issuances, or utilization of digital currency in such country, and, for the purposes of this Agreement, shall include without limitation Canada, United Kingdom, Belgium, Democratic People’s Republic of Korea, Cuba, Syria, Iran, Sudan, People’s Republic of China, temporarily occupied territories of Ukraine, Nigeria,  any state, country or other jurisdiction that is embargoed by the United States of America, or a jurisdiction where the local Applicable Law prohibits or will prohibit you at any time (by reason of your nationality, domicile, citizenship, residence or otherwise) to access or use the SQRBIT™  Services or the  Platform (hereinafter, together “The Restricted Jurisdictions”). If Purchaser is a Restricted Person and attempts to purchase Tokens from the Company, the Company shall not be liable in any way whatsoever to Purchaser and reserves the right to take all necessary actions to avoid any liability as a result of Purchaser’s attempted purchase, including canceling Token purchase. Purchaser hereby represents and warrants to Company that, at all times where the Tokens are held by the Purchaser, the Purchaser is not a Restricted Person. 

1.2. Compliance with laws. It is Purchaser’s responsibility to ensure that it is eligible to purchase Tokens under the applicable laws of its jurisdiction, and Purchaser is fully responsible for obtaining all relevant government regulatory approvals/licenses, verification and/or registration itself as may be required for its compliance with all relevant regulations, including, but not limited to, any relevant foreign exchange regulations and/or overseas regulations, tax, money laundering, in each case without requiring Company to take any steps to ensure such compliance. 

2. PURCHASE OF RIGHTS TO CERTAIN TOKENS 

2.1. In consideration for the payment by the Purchaser of an amount as directed by the Company (the “Purchase Amount“) on or about  (the “Payment Deadline”) to the Company, the Company will issue to the Purchaser the right to certain Tokens (the number of which shall depend on the Purchase Amount paid, as decided by the Company in its own discretion). 

2.2. Purchaser agrees to pay the Purchase Amount to the Company as and when directed by the Company and in any case not later than the Payment Deadline. 

2.3. The Company shall not be deemed to have received the Purchase Amount until such amount is irrevocably transferred to the bank account as specified by the Company or is duly received by the Company in the USDC or USDT crypto wallet specified by the Company in writing (the “Token Sale Account“). 

2.4. Due Diligence. As part of the Company’s due diligence procedure, the Purchaser will complete any procedure as directed by the Company and agrees to the declarations thereto if any. 

2.5. Payment Procedure. The Company will accept payment of the Purchase Amount in USD stable crypto currency (USDC or USDT). The Applicable Exchange Rate will be applied for non-USD stable crypto currency contributions. The Purchaser will make the required payment of the Purchase Amount to the Company in accordance with the procedures as directed by the Company, which may be amended by the Company from time to time. 

2.6. Transfer of Payment. The Purchaser shall be responsible for ensuring that: (i) the Purchase Amount is transferred to the correct network address, as may be notified to the Purchaser in writing by the Company, without errors; and (ii) the Purchaser transfers sufficient Purchase Amount to purchase the number of the Purchaser Tokens the Purchaser wishes to purchase. The Purchaser shall bear any third-party transaction fees that may be incurred in connection with the payment. 

2.7. No Refund. Unless otherwise stated herein, the Purchaser acknowledges and agrees that the payment of the Purchase Amount is final, irreversible and non-refundable. The Purchaser has no right to request a refund for any reason or to receive money or other compensation from the Company. 

2.8. Tax. The Purchase Amount is exclusive of taxes. The Purchaser shall be responsible for determining what taxes (if any) apply to the Purchaser’s purchase of the Purchaser Tokens, including goods and services, sales, use, value added, and similar taxes. It is the Purchaser’s sole responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. The Company is not responsible for withholding, collecting, reporting, or remitting any taxes including goods and services, sales, use, value added, or similar tax arising from the Purchaser’s purchase of the Purchaser Tokens. In the event that the Company is required, due to applicable laws, to pay, withhold, collect or remit any tax arising from the Purchaser’s purchase of the Purchaser Tokens (a “Required Tax“), the Company shall have the right, but not the obligation, to reduce the number of Purchaser Tokens to be issued to the Purchaser pursuant to this Agreement by the number of Tokens equal in value to the Required Tax in accordance with the Applicable Exchange Rate. In our platform, SQRX has %0 (zero) Tax and transaction Fees. There are only BSC – Binance Smart Chain Network related GAS Fees.

2.9. Cancellation. The Company reserves the rights to deny and invalidate the payments made by the Purchaser, and / or withhold the distribution of the Purchaser Tokens to the Purchaser, if the Purchaser has, in the sole opinion of the Company, made a false, incomplete or misleading representation. 

2.10. Force Majeure. The Company shall not be liable for any non-performance, error, interruption or delay in the performance of its obligations, if due, in whole or in part, directly or indirectly to an event or failure which is beyond its reasonable control (including without limitation natural disasters, epidemics, acts of war or terrorism, acts of any government or authority, power failures, Malware, acts or defaults of the SQRBIT™  and/or BSC Binance Smart Chain  Networks or any other blockchain network and / or any telecommunications network operator or carriers). 

3. PLATFORM LAUNCH 

SQRBIT PLATFORM IS ALREADY LAUNCHED ON JULY 02, 2024.

4. PURCHASER LOCKUP 

4.1. Purchaser agrees that the Transfer of any Purchaser Tokens, any options to purchase any Purchaser Tokens, or any instruments convertible into, exchangeable for, or that represent the right to receive Purchaser Tokens may be fully or partially restricted during one or several period of time (the “Lockup“). 

4.2. In addition, the Company may limit the transferability of this Agreement, the Purchaser Tokens, and any Tokens derived from such Purchaser Tokens to the extent reasonably believed by the Company to be required for compliance with applicable law. 

4.3. SQRX Token lockup schedule is as follows:

• One year lockup from the token sale date.
• The release of tokens to you in compliance with relevant securities regulations.

 

5. DISSOLUTION EVENT 

5.1. Repayment Amount. If there is a Dissolution Event before this Agreement expires or terminates, and to the extent funds are available, the Company will pay an amount equal to the Purchase Amount to the Purchaser immediately prior to, or concurrent with, the consummation of the Dissolution Event. Where the amount of funds available from the Company for paying the Purchase Amount is less than that which would be required to make such payment to the Purchaser and all holders of all Token Purchase Agreements (the “Dissolving Purchasers“), the Company will make payment to each Dissolving Purchaser from the Company’s available funds in proportion to the Repayment Amounts they would otherwise be entitled to receive pursuant to this Clause 6. The Purchaser acknowledges that it may lose the full Purchase Amount. 

5.2. The Repayment Amount may be paid in the form of United States Dollars, USDT, or USDC, as determined in the Company’s sole discretion. The value of the Repayment Amount shall be deemed in United States Dollars based upon the Applicable Exchange Rate for USDT or USDC.

6. TERMINATION 

6.1. This Agreement shall expire and terminate upon the earliest of (i) the Purchaser failing to remit the Purchase Amount pursuant to this Agreement, (ii) the issuance of Purchaser Tokens to the Purchaser pursuant to this Agreement, (iii) the parties’ mutual agreement in writing to terminate this Agreement, (iv) a Dissolution Event, and (v) the Purchaser is in breach of any obligation, representation or warranty under this Agreement and the Company elects to terminate this Agreement.

6.2. If at the time this Agreement is terminated under Clause 7.1(iii), (iv) or (v), the Company has already received the Purchase Amount from the Purchaser, then the Company shall transfer to the Purchaser the Repayment Amount within 15 business days after the termination of this Agreement. 

6.3. Upon termination of this Agreement, the Parties shall be released and discharged from their obligations, without prejudice to any rights in respect of any prior breach under this Agreement, and this Agreement shall be of no further effect and none of the Parties shall be under any liability to the other Parties in respect of this Agreement save as provided otherwise. 

6.4. Clauses 10, 12, 7.2, 7.3, 7.4, 13 and 14 and all rights, obligations and liabilities which had accrued but which remain undischarged as of the effective date of termination will survive the expiration or termination of this Agreement for any reason.

7. REPRESENTATIONS AND WARRANTIES 

7.1. Each Party represents and warrants to the other Party that: 

7.1.1. if it is a company, it is validly incorporated, in existence, and duly registered under the laws of its jurisdiction; 

7.1.2. it has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; 

7.1.3. this Agreement constitutes legal, valid, and binding obligations, enforceable in accordance with its respective terms except as limited by (i) bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity or (ii) applicable laws; and 

7.1.4. its execution and performance of this Agreement (and of the transactions contemplated herein) do not and will not violate the provisions of its constitutional documents or any material judgment, statute, rule, or regulation applicable to it. 

7.2. Purchaser represents and warrants to the Company that: 

7.2.1. Purchaser is not a resident of any jurisdiction in which the entering into or the ownership of this Agreement or the Purchaser Tokens is prohibited. The Purchaser is not a Restricted Person. Purchaser shall comply with all applicable laws concerning its activities in performance of this Agreement and shall not cause the Company to be in violation of any laws. Purchaser has observed and complied with all such restrictions at Purchaser’s own expense and without liability to the Company. 

7.2.2. Purchaser has satisfied itself as to the full observance of the laws of its jurisdiction in connection with its receipt of this Agreement and the Purchaser Tokens. Purchaser’s receipt and ownership of this Agreement and the Purchaser Tokens will not violate any applicable securities or other laws of any jurisdiction.

7.2.3. Purchaser has sufficient knowledge and experience in business and financial matters to be able to evaluate the risks and merits (i) of entering into this Agreement and (ii) of the Purchaser Tokens and is able to bear the risks thereof. Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company and the Network to reach an informed and knowledgeable decision to enter into this Agreement. Purchaser understands that this Agreement and the Purchaser Tokens involve risks, all of which Purchaser fully and completely assumes. Purchaser understands and expressly accepts that Purchaser has not relied on any representations or warranties made by the Company outside of this Agreement, including, but not limited to, conversations of any kind, whether through oral or electronic communication, or otherwise. 

7.2.4. Purchaser has sufficient understanding of cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to understand the terms in this Agreement, the Network, and the Purchaser Tokens and to appreciate the risks and implications of this Agreement. Purchaser has obtained sufficient information about the Network and the Purchaser Tokens to make an informed decision to enter into this Agreement and has read and understood the terms in this Agreement. 

7.2.5. Purchaser represents and warrants to the Company that it is not a U.S. Person, as defined under Rule 902 of Regulation S of the Securities Act of the United States of America, nor is not acting on behalf of a U.S. Person. 

7.2.6. Purchaser’s crypto-currency assets representing the Purchase Amount are not derived from or related to any unlawful activities, including without limitation money laundering or terrorist financing, and that the Purchaser will not use the Purchaser Tokens to finance, engage in, or otherwise support any unlawful activities. 

7.2.7. Purchaser is not acting directly or indirectly: (i) on behalf of terrorists or terrorist organizations, including those persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the US Treasury Department’s Office of Foreign Assets Control (“OFAC”), as such list may be amended from time to time, or any Executive Order administered by OFAC; (ii) dealing with or providing financial services to designated individuals and entities pursuant to the Terrorism (Suppression of Financing) Act (Cap. 325) and various regulations giving effect to United Nations Security Council Resolutions; (iii) for a senior foreign political figure, any member of a senior foreign political figure’s immediate family or any close associate of a senior foreign political figure, unless the Company, after being specifically notified by the Purchaser in writing that it is such a person, conducts further due diligence, and determines that such a transaction shall be permitted; or (iv) for a foreign shell bank. 

7.2.8. All of the above representations and warranties are true, complete, accurate and non-misleading from the time of Purchaser’s access to and/or execute this Agreement, these representations and warranties are deemed to be restated for each day throughout the term of this Agreement. Purchaser shall immediately notify the Company in writing if there is a breach of any such representation or warranty. 

7.2.9. All information provided by the Purchaser to the Company (or any third party appointed by the Company) are true and accurate. 

7.2.10. The performance and consummation of the transactions contemplated by this Agreement and obligations of Purchaser do not and will not: (i) violate any judgment, statute, rule or regulation applicable to Purchaser; (ii) result in the acceleration of any material indenture or contract to which Purchaser 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 Purchaser or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to Purchaser, its business or operations. 

8. KYC – KNOW YOUR CLIENT 

At any time, the Company may request the Purchaser to provide any documents or information, as the Company deems appropriate in its own discretion, to carry out necessary verifications in accordance with applicable laws and regulations (such as without limitation anti-money laundering or countering the financing of terrorism) (“KYC“). The Company may appoint a third party service provider to conduct KYC and in such case Purchaser shall provide all the necessary documents and information to such third party service provider. In the event following KYC, the Company determines in its discretion not to proceed with the transactions contemplated under this Agreement, the Company shall have the right to immediately terminate this Agreement by written notice to Purchaser and shall pay to Purchaser the Repayment Amount. The Company is not obligated to notify Purchaser of the reasons for its decision not to proceed with the transactions contemplated under this Agreement or to disclose the content or source of other documents or information that the Company may have relied on to make its decision.

9. CONFIDENTIAL INFORMATION

Purchaser agrees that it will treat this Agreement and any information supplied by the Company, its affiliates and representative or advisors in connection herewith as being strictly confidential (the “Confidential Information“). All Confidential Information shall remain the property of the Company and may not be used by the Purchaser without the written consent of the Company. This Clause shall survive the termination of this Agreement.

10. RESALE OF RIGHTS 

10.1. Subject to Clause 11.2, in the event Purchaser resells its rights to Tokens under this Agreement to a third party (the “Resale“), Purchaser shall notify the Company and provide written directions for delivery of the Purchaser Tokens to the Company. The Company shall not be responsible for (i) any delivery of the Tokens to the wrong party if it has not received written directions for the delivery of such tokens from Purchaser in connection with a Resale and (ii) any delivery of the Tokens that is made in accordance with written instructions received from Purchaser. 

10.2. Purchaser shall provide all necessary documents and information for the KYC of the new purchaser prior to Resale. Resale remains at all times subject to the prior written approval of the Company.

11. LIMITATIONS OF LIABILITY & INDEMNITY 

11.1. The Purchaser hereby undertakes to indemnify the Company, its shareholders, directors, officers, employees, agents and its representatives (the “Indemnified Parties”) against any and all losses, damages, liability, costs and expenses (including legal costs and expenses) which any of them may incur or to which any of them may become subject in any capacity in connection with: 

(i) any breach of or failure by the Purchaser to comply with any obligation, covenant or undertaking made by the Purchaser in this Agreement, 

(ii) any false declaration, representation or warranty, 

(iii) any Resale or Transfer of any Purchaser Token, or 

(iv) any violation of any applicable law or the rights of any third parties. The Purchaser shall reimburse the Company (for itself and as trustee for the Indemnified Parties) for all reasonable legal and other expenses (including the cost of investigation and preparation) as the Company and/or the Indemnified Parties have incurred in connection with any such claim, action, proceeding or investigation. 

11.2. IN NO EVENT SHALL THE COMPANY OR ANY OF THE INDEMNIFIED PARTIES BE LIABLE UNDER THIS AGREEMENT TO THE PURCHASER OR ANY THIRD PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE, (II) WHETHER OR NOT THE PURCHASER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (III) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. 

11.3. IN NO EVENT SHALL THE COMPANY OR ANY OF THE INDEMNIFIED PARTIES BE LIABLE UNDER THIS AGREEMENT TO THE PURCHASER OR ANY THIRD PARTY FOR ANY DAMAGES INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH (I) THE PURCHASER’S PURCHASE OF THE RIGHT; (II) THE PURCHASER TOKENS; (III) THE SERVICES, (IV) THE PLATFORM; (V) THE PRE-SALE ACCOUNT; (VI) ANY ACT OF CYBERCRIME, CYBERTERRORISM, HACKER ATTACKS, INVASION OR OUTBREAK OF MALWARE, OR OTHER SIMILAR ACTS AGAINST THE COMPANY OR ANY OF ITS REPRESENTATIVES; (VII) THE PURCHASER’S FAILURE TO IMPLEMENT REASONABLE MEASURES TO SECURE THE PURCHASER WALLET, VAULT OR OTHER STORAGE MECHANISM THE PURCHASER USES TO RECEIVE AND HOLD THE PURCHASER TOKENS; (VIII) ANY LOSS CAUSED BY DELAY OR CANCELLATION OF THE NETWORK LAUNCH OR LOSS OF VALUE OF THE PURCHASER TOKENS, OR ANY LOSS CAUSED BY THE FAILURE OF THE PURCHASER TOKENS TO HAVE ANY MONETARY, UTILITARIAN, OR OTHER VALUE, AND (IX) ANY OTHER ACT OR OMISSION OF THE PURCHASER, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT THE PURCHASER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. 

11.4. THE PURCHASER TOKENS, THE SERVICES, THE PLATFORM, AND OTHER RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND FREEDOM FROM MALWARE, IS GIVEN IN CONJUNCTION WITH THE PURCHASER TOKENS, THE PLATFORM OR ANY INFORMATION AND MATERIALS PROVIDED TO THE PURCHASER. WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, THE COMPANY DOES NOT WARRANT THE PURCHASE AND USE OF THE TOKENS AND THE PLATFORM WILL BE UNINTERRUPTED, SECURE OR FREE FROM ERRORS OR OMISSIONS.

12. MISCELLANEOUS 

12.1. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral or written, between them. This Agreement is one of a series of similar agreements entered into by the Company from time to time. Any provision of this Agreement may be amended, waived or modified only upon the written consent of the Company. 

12.2. Any notice required or permitted by this Agreement will be deemed sufficient when sent by email to the relevant email address provided as part of the KYC , as subsequently modified by written notice received by the appropriate Party. 

12.3. The Purchaser is not entitled, as a holder of this Agreement, to vote, receive dividends or be deemed the holder of Capital Market Products or similar instruments of the Company for any purpose, nor will anything contained herein be construed to confer on the Purchaser any of the rights of the holder of a Capital Market Product or any similar instrument of the Company or any right to vote for the election of directors or upon any matter submitted to holders of Capital Market Products or similar instruments at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise. 

12.4. Neither this Agreement nor the rights contained herein may be assigned, by operation of law or otherwise, by either Party without the prior written consent of the other Party; provided, however, that the Company may assign this Agreement in whole or in part, without the consent of the Purchaser, to any third-party nominated by the Company. 

12.5. In the event that 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. 

12.6. Except for an Indemnified Party, a person who is not a party to this Agreement has no right under the Token Purchase Agreement, to enforce any term of this Agreement except and to the extent (if any) that this Agreement expressly provides for such an act of enforcement to apply to any of its terms, but this does not affect any right or remedy of a third party which exists or is available apart from such provisions of this Agreement. 

12.7. All rights and obligations under this Agreement will be governed by the laws of Delaware, without regard to the conflicts of law provisions of such jurisdiction. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by [arbitration organization], in accordance with the internal law of the State of Delaware, regardless of the law that might otherwise govern under applicable principles of conflicts of law.

13. DEFINITIONS 

“Dissolution Event” means (i) a voluntary termination of operations; (ii) a general assignment for the benefit of the Company’s creditors; (iii) any other liquidation, dissolution or winding up of the Company, whether voluntary or involuntary; or (iv) a termination of the Agreement under Clause 6.1(iii), (iv) or (v). For the avoidance of doubt, a change of control or an initial public offering will not constitute a Dissolution Event.

“Lockup” has the meaning ascribed to it in Clause 4.1. 

“Network” means the BSC – Binance Smart Chain and Binance Token  BNB. 

“Platform Launch ” has the meaning ascribed to it in the Recitals. 

“Payment Deadline” has the meaning ascribed to it in the Recitals. 

“Purchase Amount” has the meaning ascribed to it in the Recitals and is as set out in the Purchase Order. 

“Purchaser” has the meaning ascribed to it in the Recitals and is as identified in the Purchase Order. 

“Purchase Order” means a binding document generated by the Company (or any person as appointed by the Company) upon completion of the purchase of Tokens setting forth the name of the Purchaser, the number of Tokens purchased and the Purchase Amount. 

“Purchaser Tokens” has the meaning ascribed to it in Clause 3.2. 

“Restricted Country” has the meaning ascribed to it in Clause 1.1.

“Restricted Person” has the meaning ascribed to it in Clause 1.1. 

“Services” has the meaning ascribed to it in the Recitals. 

“Token Purchase Agreement” means an agreement, similar in form and content to this Agreement, containing a future right to units of Tokens. 

“Security Tokens” shall mean SQRX tokens issued by the Company. The SQRX security token will primarily be used for security offerings within the SQRBIT ecosystem and legally represents fractional ownership,

“Transfer” means, with respect to the Tokens, the direct or indirect assignment, sale, transfer, tender, pledge, hypothecation, or the grant, creation or suffrage of a lien or encumbrance in or upon, or the gift, placement in trust, or other disposition of such Token or any right, title or interest therein (including, but not limited to, any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof, the offer to make such a sale, transfer or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. 

 

SQRX Token Purchase Agreement