SIMPLE AGREEMENT FOR FUTURE TOKENS (SAFT)

IMPORTANT SECURITIES NOTICE

THIS SIMPLE AGREEMENT FOR FUTURE TOKENS ("SAFT") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS SAFT IS BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH STATE LAWS.

THIS SAFT MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

AGREEMENT DETAILS

SAFT Number: [SAFT-XXXX-XXXX]

Date of SAFT: [DATE]

Company Name: [COMPANY LEGAL NAME] (the "Company")

Company Jurisdiction: [STATE/COUNTRY OF INCORPORATION]

Company Address: [ADDRESS]

Purchaser Name: [PURCHASER LEGAL NAME] (the "Purchaser")

Purchaser Address: [ADDRESS]

Purchase Amount: $[AMOUNT] USD (the "Purchase Amount")

Token Price at Network Launch: [PRICE FORMULA OR FIXED PRICE] (the "Token Price")

1. PURCHASE AND SALE OF SAFT

1.1 Purchase

Subject to the terms and conditions of this SAFT, Purchaser agrees to purchase from the Company, and the Company agrees to sell to Purchaser, the right to receive certain Tokens (as defined below), subject to the terms set forth herein, for the Purchase Amount set forth above.

1.2 Payment

Purchaser shall pay the Purchase Amount to the Company by:

☐ Wire transfer to:
- Bank Name: [BANK NAME]
- Account Name: [ACCOUNT NAME]
- Account Number: [NUMBER]
- Routing Number: [NUMBER]
- SWIFT/BIC: [CODE]

☐ Cryptocurrency transfer to:
- Accepted Cryptocurrency: [BTC/ETH/USDC/OTHER]
- Wallet Address: [ADDRESS]
- Required Confirmations: [NUMBER]

☐ Other payment method: [SPECIFY]

1.3 Use of Proceeds

The Company intends to use the proceeds from this SAFT for:

☐ Protocol development and engineering
☐ Team expansion and compensation
☐ Legal and regulatory compliance
☐ Marketing and business development
☐ Infrastructure and operations
☐ General working capital
☐ Other: [SPECIFY]

2. DEFINITIONS

2.1 "Blockchain Network" means the decentralized, peer-to-peer network on which the Tokens will be issued and operate, as described in the Project Documentation.

2.2 "Dissolution Event" means: (i) a voluntary termination of operations by the Company; (ii) a general assignment for the benefit of the Company's creditors; (iii) the commencement of any bankruptcy, insolvency, or similar proceeding by or against the Company that is not dismissed within sixty (60) days; or (iv) the failure to achieve Network Launch within the Outside Date.

2.3 "Network Launch" means the public release of the Blockchain Network such that (a) the Tokens are fully functional on the Blockchain Network; (b) the Tokens are transferable by holders; and (c) the Blockchain Network is sufficiently decentralized that the Tokens are reasonably expected to be used for their intended consumptive purpose rather than as a speculative investment.

2.4 "Outside Date" means [DATE], unless extended by mutual written agreement of the parties.

2.5 "Project Documentation" means the technical whitepaper, tokenomics documentation, and other materials describing the Blockchain Network and Tokens, as provided to Purchaser and attached hereto as Exhibit A.

2.6 "Qualified Purchaser" means an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

2.7 "Tokens" means the [TOKEN NAME] tokens ([SYMBOL]) to be issued on the Blockchain Network, having the utility and characteristics described in the Project Documentation.

2.8 "Token Distribution Event" means the first to occur of: (i) Network Launch; or (ii) a Change of Control (as defined in Section 5.2).

3. TOKEN RIGHTS

3.1 Token Delivery

Upon a Token Distribution Event, the Company shall deliver to Purchaser a number of Tokens equal to:

Number of Tokens = Purchase Amount ÷ Token Price

Calculated as: $[PURCHASE AMOUNT] ÷ $[TOKEN PRICE] = [NUMBER] Tokens

3.2 Delivery Mechanics

3.2.1 Prior to the Token Distribution Event, Purchaser shall provide the Company with a valid [BLOCKCHAIN] wallet address capable of receiving and holding Tokens.

3.2.2 The Company shall deliver the Tokens to Purchaser's designated wallet address within [NUMBER] days following the Token Distribution Event.

3.2.3 If Purchaser fails to provide a valid wallet address within [NUMBER] days of written request, the Company may hold the Tokens in escrow until a valid address is provided.

3.3 Lockup and Vesting

☐ No Lockup: Tokens shall be fully transferable upon delivery.

☐ Lockup Period: Tokens shall be subject to a lockup period of [NUMBER] months following delivery, during which Purchaser may not sell, transfer, or dispose of the Tokens.

☐ Vesting Schedule: Tokens shall vest according to the following schedule:

3.4 Token Utility

The Tokens are intended to have the following utility functions on the Blockchain Network:

☐ Governance voting rights
☐ Access to platform features or services
☐ Payment for network transaction fees
☐ Staking for network participation
☐ Discounts on platform services
☐ Other utility: [SPECIFY]

4. PURCHASER REPRESENTATIONS AND WARRANTIES

Purchaser represents and warrants to the Company as follows:

4.1 Accredited Investor Status

Purchaser is a Qualified Purchaser as defined in Section 2.6 and meets one or more of the following criteria:

☐ Individual with Income: Natural person with individual income exceeding $200,000 (or $300,000 jointly with spouse/partner) in each of the two most recent years with reasonable expectation of the same in the current year

☐ Individual with Net Worth: Natural person with individual net worth (or joint net worth with spouse/partner) exceeding $1,000,000, excluding the value of primary residence

☐ Entity with Assets: Entity with total assets exceeding $5,000,000, not formed for the specific purpose of acquiring the securities offered

☐ Institutional Investor: Bank, insurance company, registered investment company, business development company, or small business investment company

☐ 501(c)(3) Organization: Tax-exempt organization with total assets exceeding $5,000,000

☐ Director, Executive Officer, or General Partner: Of the issuer or the issuer's general partner

☐ Family Office: With at least $5,000,000 in assets under management and whose prospective investment is directed by a person with knowledge and experience in financial matters

☐ Professional Certification Holder: Natural person holding a valid Series 7, Series 65, or Series 82 license in good standing

☐ Knowledgeable Employee: Of a private fund, as defined in Rule 3c-5 under the Investment Company Act

4.2 Investment Intent

Purchaser is acquiring this SAFT and the Tokens for Purchaser's own account, for investment purposes only, and not with a view to, or for resale in connection with, any distribution or public offering thereof in violation of the Securities Act.

4.3 Investment Experience

Purchaser: (a) has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of this investment; (b) is able to bear the economic risk of such investment for an indefinite period; and (c) can afford a complete loss of the Purchase Amount.

4.4 Access to Information

Purchaser has: (a) received and reviewed the Project Documentation; (b) had an opportunity to ask questions of and receive answers from the Company regarding the terms and conditions of this SAFT and the business, properties, prospects, and financial condition of the Company; and (c) obtained additional information necessary to verify the accuracy of information provided.

4.5 No Government Recommendation

Purchaser understands that no federal or state agency has passed upon or made any recommendation or endorsement of this SAFT or the Tokens.

4.6 No Guarantee of Value

Purchaser understands that the Tokens may have no value upon Network Launch and there is no guarantee that a market for the Tokens will develop.

4.7 OFAC Compliance

Purchaser is not: (a) located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. economic sanctions; (b) identified on the Specially Designated Nationals and Blocked Persons List maintained by OFAC or any other sanctions list; (c) acting on behalf of any such person; or (d) otherwise prohibited from participating in this offering.

4.8 Tax Responsibility

Purchaser is solely responsible for determining and paying any taxes arising from the purchase of this SAFT or the receipt of Tokens. Purchaser acknowledges that receipt of Tokens may be a taxable event.

4.9 Compliance with Laws

Purchaser has complied with all applicable laws in connection with this investment, including applicable securities laws of Purchaser's jurisdiction of residence.

5. COMPANY REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to Purchaser as follows:

5.1 Organization and Authority

The Company is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has all requisite power and authority to enter into this SAFT and perform its obligations hereunder.

5.2 Authorization

This SAFT has been duly authorized, executed, and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

5.3 No Conflicts

The execution and delivery of this SAFT does not and will not: (a) violate any law applicable to the Company; (b) conflict with the Company's organizational documents; or (c) result in a breach of any material agreement to which the Company is a party.

5.4 Compliance

The Company has complied with all applicable securities laws in connection with the offer and sale of this SAFT, including filing a Form D with the SEC within 15 days of the first sale.

5.5 Project Development

The Company intends to use commercially reasonable efforts to achieve Network Launch and deliver functional Tokens to Purchaser.

6. DISSOLUTION EVENT

6.1 Consequence of Dissolution Event

If a Dissolution Event occurs before the Token Distribution Event:

☐ Option A - Pro Rata Distribution: Purchaser shall receive a portion of the remaining assets of the Company (after payment of debts and senior obligations) equal to the greater of: (i) the Purchase Amount; or (ii) the amount Purchaser would receive if the Purchase Amount were converted into common equity at the most recent valuation.

☐ Option B - Return of Purchase Amount: Purchaser shall receive the Purchase Amount, to the extent funds are available after payment of creditors and obligations with priority.

☐ Option C - Most Favorable Treatment: Purchaser shall receive whichever of the above yields the greater amount.

6.2 Priority

In a Dissolution Event, this SAFT shall have priority:
☐ Senior to all equity holders
☐ Pari passu with other SAFT holders
☐ Junior to secured creditors and trade payables

7. CHANGE OF CONTROL

7.1 Definition

A "Change of Control" means: (a) a merger, consolidation, or similar transaction in which the Company is not the surviving entity; (b) a sale of all or substantially all of the Company's assets; or (c) a transaction resulting in a change of more than 50% of the Company's voting power.

7.2 Treatment in Change of Control

In a Change of Control occurring before the Token Distribution Event:

☐ Token Delivery: If the acquirer assumes the Company's obligations, Tokens shall be delivered upon Network Launch as provided herein.

☐ Cash-Out: Purchaser may elect to receive the greater of: (i) the Purchase Amount; or (ii) the amount Purchaser would receive if the SAFT converted to equity at the applicable price.

☐ Automatic Conversion: The SAFT shall automatically convert to equity in the acquiring entity at a price to be negotiated in good faith.

8. TRANSFER RESTRICTIONS

8.1 SAFT Transfer

This SAFT may not be transferred, assigned, pledged, or hypothecated without the Company's prior written consent, except:

☐ To an affiliate of Purchaser
☐ To an immediate family member
☐ To a trust for the benefit of Purchaser or family members
☐ By operation of law (death, merger, etc.)

8.2 Token Transfer

Following delivery, Tokens shall be freely transferable subject to:
- Any lockup or vesting restrictions in Section 3.3
- Applicable securities laws
- Terms of the Blockchain Network

8.3 Legend

Any SAFT certificate or Token shall bear a legend indicating transfer restrictions under applicable securities laws.

9. RISK FACTORS

Purchaser acknowledges the following material risks associated with this investment:

9.1 Speculative Investment

This investment is highly speculative and involves a high degree of risk, including the possible loss of the entire Purchase Amount.

9.2 No Assurance of Network Launch

There is no guarantee that Network Launch will occur or that the Blockchain Network will be successfully developed or adopted.

9.3 Regulatory Uncertainty

The regulatory status of blockchain tokens is uncertain. Future regulations may adversely affect the Tokens, including potentially rendering them worthless or illegal to hold.

9.4 Technology Risks

Blockchain technology is subject to bugs, vulnerabilities, hacking, and other technical failures that could result in loss of Tokens.

9.5 Market Risks

Even if Tokens are delivered, there is no guarantee of any market for the Tokens or that Tokens will have any value.

9.6 Competition

The blockchain industry is highly competitive, and other projects may render the Company's Blockchain Network obsolete.

9.7 Team Dependence

The project depends heavily on key personnel who may leave or be unable to perform.

9.8 Token Classification

Despite the intended utility of the Tokens, regulators may classify the Tokens as securities, which could limit their transferability and utility.

9.9 No Dividends or Voting Rights

This SAFT does not provide equity ownership, dividends, or voting rights in the Company.

9.10 Illiquidity

This SAFT and the Tokens may be illiquid and not easily converted to cash.

10. COVENANTS

10.1 Company Covenants

The Company agrees to:

(a) Use commercially reasonable efforts to achieve Network Launch by the Outside Date;

(b) Provide Purchaser with periodic updates on development progress (at least quarterly);

(c) Maintain accurate records of all SAFT holders;

(d) Comply with all applicable laws and regulations;

(e) Notify Purchaser of any material adverse changes to the project;

(f) Reserve sufficient Tokens for distribution to all SAFT holders.

10.2 Purchaser Covenants

Purchaser agrees to:

(a) Promptly provide information reasonably requested by the Company for legal, tax, or regulatory purposes;

(b) Notify the Company of any changes to Purchaser's accredited investor status;

(c) Comply with all applicable laws regarding the SAFT and Tokens.

11. CONFIDENTIALITY

11.1 Confidential Information

Each party shall maintain the confidentiality of the other party's confidential information, including the terms of this SAFT, except as required by law or as necessary to enforce rights hereunder.

11.2 Permitted Disclosures

Notwithstanding the above, disclosures may be made to:
- Professional advisors bound by confidentiality obligations
- Regulatory authorities as required by law
- In connection with a legitimate business purpose with prior consent

12. MISCELLANEOUS

12.1 Entire Agreement

This SAFT, together with the Exhibits, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior negotiations and agreements.

12.2 Amendments

This SAFT may be amended only by written instrument signed by both parties.

12.3 Governing Law

This SAFT shall be governed by the laws of [STATE], without regard to conflicts of law principles.

12.4 Dispute Resolution

☐ Arbitration: Any dispute arising under this SAFT shall be resolved by binding arbitration in [CITY, STATE] under the rules of [AAA/JAMS]. The arbitrator shall have authority to award any remedy available at law or in equity.

☐ Litigation: Any dispute shall be resolved in the state or federal courts located in [COUNTY, STATE], and each party consents to personal jurisdiction therein.

12.5 Notices

All notices shall be in writing and delivered to the addresses set forth above, or as updated by written notice. Notice is effective upon: (a) personal delivery; (b) the next business day if sent by overnight courier; or (c) three business days after mailing by certified mail.

12.6 Severability

If any provision of this SAFT is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.7 Waiver

No waiver of any provision shall be effective unless in writing. No failure to exercise any right shall constitute a waiver thereof.

12.8 Counterparts

This SAFT may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Electronic signatures shall be valid and binding.

12.9 Headings

Section headings are for convenience only and shall not affect interpretation.

12.10 Successors and Assigns

This SAFT shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

SIGNATURES

COMPANY:

By: _________________________________

Name: [NAME]

Title: [TITLE]

Date: [DATE]

PURCHASER:

By: _________________________________

Name: [NAME]

Title: [IF APPLICABLE]

Date: [DATE]

EXHIBIT A: PROJECT DOCUMENTATION

A.1 Project Summary

Project Name: [NAME]

Token Name and Symbol: [TOKEN NAME] ([SYMBOL])

Blockchain Platform: ☐ Ethereum ☐ Solana ☐ Polygon ☐ Proprietary Blockchain ☐ Other: [SPECIFY]

Token Standard: ☐ ERC-20 ☐ ERC-721 ☐ SPL ☐ Other: [SPECIFY]

A.2 Token Economics

A.3 Use of Funds

A.4 Development Milestones

A.5 Whitepaper Reference

[Attach or reference complete technical whitepaper]

EXHIBIT B: ACCREDITED INVESTOR QUESTIONNAIRE

[To be completed and signed by Purchaser]

B.1 Certification

I hereby certify that I am an "accredited investor" as defined in Rule 501(a) of Regulation D based on the following (check all that apply):

☐ I am a natural person with individual income exceeding $200,000 (or $300,000 jointly with spouse/partner) in each of the two most recent years with reasonable expectation of reaching the same income level in the current year.

☐ I am a natural person with individual net worth (or joint net worth with spouse/partner) exceeding $1,000,000, excluding the value of my primary residence.

☐ I am a director, executive officer, or general partner of the Company or the Company's general partner.

☐ I am a holder in good standing of a Series 7, Series 65, or Series 82 license.

☐ I am a "knowledgeable employee" of a private fund.

☐ I am an entity (corporation, partnership, LLC, or trust) with total assets exceeding $5,000,000.

☐ I am a bank, insurance company, registered investment company, business development company, or small business investment company.

☐ Other qualifying category: [SPECIFY]

B.2 Supporting Documentation

☐ I have attached documentation supporting my accredited investor status.

☐ I authorize the Company to verify my accredited investor status through [VERIFICATION SERVICE].

B.3 Signature

I certify under penalty of perjury that the foregoing is true and correct.

Signature: _________________________________

Name: [NAME]

Date: [DATE]

REGULATORY NOTICES

SEC NOTICE: This SAFT is being offered and sold in reliance on Rule 506(c) of Regulation D under the Securities Act of 1933. The Company has filed or will file a Form D with the SEC and applicable state securities regulators.

INVESTMENT RISKS: Investment in early-stage blockchain projects involves substantial risk. Investors should not invest any funds in this offering unless they can afford to lose their entire investment. There is no guarantee that Network Launch will occur or that the Tokens will have any value.

NO ADVICE: Neither the Company nor any of its representatives has provided legal, tax, or investment advice in connection with this offering. Investors are encouraged to consult their own advisors.

FORWARD-LOOKING STATEMENTS: The Project Documentation contains forward-looking statements regarding the Company's plans and expectations. These statements involve known and unknown risks and uncertainties. Actual results may differ materially from those projected.

This template is provided for informational purposes and must be reviewed and customized by qualified securities counsel before use. The legal treatment of SAFTs and tokens varies by jurisdiction and is subject to ongoing regulatory developments.