Token Purchase Agreement

This Token Purchase Agreement (this “TPA”) governs the purchase of Linera (LNRA) (the “Tokens”) from Linera Digital Assets Ltd., a company incorporated and existing under the laws of the British Virgin Islands with company number 2213616 (“Linera”) via the portal located at http://sale.linera.net (the “Portal”). This TPA is by and between the individual or entity purchasing the Token (“Purchaser”) and Linera and takes effect when Purchaser clicks “Agree” to purchase the Token via the Portal (the “Effective Date”). By purchasing the Token, Purchaser agrees to be bound by this TPA.

PLEASE READ THIS TPA CAREFULLY. THIS TPA GOVERNS PURCHASER’S PURCHASE OF TOKENS THROUGH THE PORTAL. IF PURCHASER DOES NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS TPA, PURCHASER MUST NOT ACCEPT THIS TPA OR ACCESS OR USE THE SERVICES.

PURCHASER ACCEPTS THIS TPA BY PURCHASING ANY TOKENS.

PURCHASER REPRESENTS THAT IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS TPA, AND PURCHASER HAS THE LEGAL AUTHORITY TO ENTER INTO THIS TPA.

EUROPEAN UNION PURCHASERS: IF PURCHASER IS LOCATED IN THE EUROPEAN UNION (“EU”), PURCHASER FURTHER REPRESENTS THAT PURCHASER HAS READ THE CRYPTO-ASSET WHITE PAPER LOCATED AT https://linera.micarwhitepapers.eu/, WHICH HAS BEEN NOTIFIED TO THE NETHERLANDS AUTHORITY FOR THE FINANCIAL MARKETS IN ACCORDANCE WITH ARTICLE 8 OF REGULATION (EU) 2023/1114 ON MARKETS IN CRYPTO-ASSETS (“MICA”). EU PURCHASERS HAVE THE RIGHT TO WITHDRAW FROM THIS AGREEMENT WITHIN 14 DAYS AS SET FORTH IN SECTION 5.11.

1. OFFER AND SALE.

1.1 Purchase and Sale. Purchaser hereby agrees to purchase the amount of Tokens (the “Total Tokens Purchased”) for an aggregate purchase price equal the product of the Total Tokens Purchased times the purchase price of a Token (the “Total Purchase Price”) denominated in U.S. Dollars. The Total Tokens Purchased and the Total Purchase Price will be set forth and described on the Portal shortly after the closing of the Commitment Period (as defined below).

1.2 Payment. Purchaser covenants and agrees to pay the Total Purchase Price to Linera on the Effective Date.

1.3 Form of Payment. Promptly after the Effective Date, the Total Purchase Price shall be paid by Purchaser in USDC on Base network.

2. TOKEN DELIVERY AND TRANSFER RESTRICTIONS.

2.1 Delivery. Subject to the terms and conditions of this TPA, the restrictions on Transfers set forth in Section 2.3 (the “Transfer Restrictions”) and receipt by Linera of the Total Purchase Price from Purchaser pursuant to Section 2.2, on or prior to the applicable Delivery Date, Linera, its agents or representatives shall deliver, or cause to be delivered, in a confirmed transaction, the Total Tokens Purchased to the wallet address provided by the Purchaser when completing purchase of Tokens (the “Purchaser Account Address”).

2.2 Conditions to Token Delivery. In connection with, as a condition to, and prior to the delivery of Tokens by Linera to the Purchaser pursuant to Section 2.1, and in each case unless waived in writing by Linera:

2.2.1 The Purchaser will execute and deliver to Linera any and all other transaction documents related to this TPA and the delivery of the Tokens as are reasonably requested by Linera;

2.2.2 The Purchaser will provide a Purchaser Account Address via the onboarding portal located at https://app.echo.xyz/ (“Sonar”), which such wallet shall be compatible with receipt of the Tokens;

2.2.3 The Purchaser will complete and deliver all AML and KYC Forms (as defined below) as reasonably required by Linera or Sonar in order to comply with then applicable laws and regulations; and

2.2.4 The Purchaser shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as Linera or its Affiliates, agents, representatives and assigns may reasonably request in order to carry out the intent and accomplish the restrictions in this Section 2 and/or as shall be requested to comply with then applicable laws and regulations or in connection with the listing of the Token.

2.3 Transfer Restrictions. The Purchaser hereby agrees that it shall not, without the prior written consent of Linera, Transfer any of the Tokens deliverable to the Purchaser pursuant to Section 2.1 prior to the applicable Delivery Date.

If the Purchaser fails to meet any of the conditions above, Linera may hold, or cause a third-party to hold, the Tokens deliverable hereunder in escrow until such conditions are met, and such escrow will constitute delivery of the applicable number of Tokens in accordance with this instrument notwithstanding that such Tokens remain in escrow.

3. DEFINITIONS.

3.1 “Affiliate” means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person, where “control” is defined as directly or indirectly possessing the power to direct or cause the direction of the management and policies of the Affiliate, whether through ownership of voting securities, by contract or otherwise.

3.2 “AML and KYC Forms” means any and all forms, documents, processes and procedures, including, for the avoidance of doubt, any electronic verification system or process, which Linera and/or Sonar determines, in its sole discretion, are reasonably necessary for Linera and/or Sonar to comply with applicable Money Laundering Laws and “know your customer” laws.

3.3 “Closing Date” means the end of the public sale of Tokens on the Portal, as determined by Linera in its sole discretion.

3.4 “Commitment Period” means the period of time where purchasers can deposit certain funds into a smart contract on the Portal and commit to purchase a certain number of Tokens, as determined by Linera in its sole discretion.

3.5 “Delivery Date” means for Non-US Purchasers, the date of the Mainnet Launch and for US Purchasers, the date that is 12 months following the Closing Date of this TPA.

3.6 “Governmental Authority” means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization.

3.7 “Mainnet Launch” means the date that the Tokens are publicly tradeable, as determined by Linera in its sole discretion.

3.8 “Money Laundering Laws” means the applicable laws, rules and regulations of all jurisdictions in which the Purchaser is located, resident, organized or operates concerning or related to anti-money laundering, including those contained in the Bank Secrecy Act of 1970 and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”), each as amended and including the rules and regulations thereunder, and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority.

3.9 “Non-US Purchasers” means any Purchaser who does not meets the definition of a “U.S. Person” under Rule 902(k) promulgated under Regulation S (17 C.F.R. § 230.902(k)).

3.10 “Person” means any individual or legal entity, including a government or political subdivision or an agency or instrumentality thereof.

3.11 “Restricted Jurisdiction” means any of the following countries (1) subject to the UK Sanctions Regimes: Afghanistan; Belarus; Bosnia and Herzegovina; Central African Republic; Democratic Republic of the Congo; North Korea (DPRK); Guinea; Guinea-Bissau; Haiti; Iran; Iraq; Lebanon; Libya; Mali; Myanmar (Burma); Nicaragua; Russia; Somalia; South Sudan; Sudan; Syria; Venezuela; Yemen; Zimbabwe and (b) Cuba; the Crimea, Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine.

3.12 “Transfer” means, with respect to any instrument, 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 instrument or any right, title or interest therein, 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; provided that a Transfer to an Affiliate of the Purchaser shall not be considered a Transfer as defined herein.

3.13 “US Purchasers” means any Purchaser who meets the definition of a “U.S. Person” under Rule 902(k) promulgated under Regulation S (17 C.F.R. § 230.902(k)).

3.14 “White Paper” means the white paper located at https://linera.micarwhitepapers.eu/ and notified to the Netherlands Authority for the Financial Markets in compliance with Article 8 of MiCA.

4. LINERA REPRESENTATIONS.

4.1 Organization and Corporate Power. Linera is an entity duly organized, validly existing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted and as presently proposed to be conducted.

4.2 Authorization. All corporate action required to be taken by Linera’s governing bodies in order to authorize Linera to enter into this TPA has been taken or will be taken prior to the Effective Date. All action on the part of the officers of Linera necessary for the execution and delivery of this TPA, the performance of all obligations of Linera under this TPA to be performed as of the Effective Date, and the issuance and delivery of this TPA has been taken or will be taken prior to the Effective Date. This TPA, when executed and delivered by Linera, shall constitute valid and legally binding obligations of Linera, enforceable against Linera in accordance with their respective terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, or (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

4.3 Governmental Consents and Filings. Assuming the accuracy of the representations made by the Purchaser in Section 5 of this TPA, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority in the British Virgin Islands is required on the part of Linera in connection with the issuance of the Tokens.

4.4 Marketable Title. Upon delivery of the Tokens in accordance with this TPA, Linera shall deliver, and Purchaser shall have, good and marketable title to the Tokens, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever. The Tokens sold hereunder will be, upon delivery, fully vested and are not subject to any restrictions on transfer that may otherwise bind the Purchaser, except as set forth in this TPA.

5. PURCHASER REPRESENTATIONS

5.1 Authorization. The Purchaser has full power and authority to enter into this TPA. This TPA, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

5.2 Purchase Entirely for Own Account. Purchaser (a) is acquiring the Tokens for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof; (b) does not presently have any intention, contract, undertaking, agreement or arrangement with any Person to sell, Transfer or grant participations to such Person or to any third Person, with respect to any of the Tokens; (c) has not been formed for the specific purpose of acquiring the Tokens; and (d) is the sole owner and in control of the Purchaser Account Address, and no person, other than the Purchaser, has any right, title or interest in or to the Purchaser Account Address.

5.3 Purchaser Knowledge and Risks of Tokens. Purchaser acknowledges that it has sufficient knowledge and experience in financial, business and technology matters, including a sufficient understanding of blockchain technology, blockchain protocol governance, blockchain tokens and other similar digital assets, decentralized autonomous organizations or “DAOs”, smart contracts, decentralized protocols, transactional scripts and other similar blockchain-based software and digital wallets, or other software, methods or devices for storing, transferring or otherwise interacting with or utilizing blockchain tokens or blockchains to be able to evaluate the economic risks and merits of Purchaser’s purchase of the Tokens and of making an informed decision in respect thereto, including the matters set forth in this TPA, and is able to bear the risks thereof, including loss of the Total Purchase Price, loss of the Tokens, and all the risks disclosed in the White Paper.

5.4 Access to Information. Purchaser has been provided an opportunity to discuss and review information to evaluate the Tokens and has been provided an opportunity to obtain any additional information concerning the foregoing to the extent Linera possesses such information or can acquire it without unreasonable effort or expense, and has been given the opportunity to ask questions of, and receive answers from, Linera concerning the Tokens, including their expected features, functions and limitations; and, without prejudice to the foregoing, the Purchaser is aware of the risks associated with entering into this TPA and the purchase of the Tokens hereunder.

5.5 Compliance with Laws. The Purchaser’s entry into this TPA complies with applicable laws and regulations in the Purchaser’s jurisdiction.

5.6 Securities Compliance. Purchaser understands that it is possible that regulatory authorities in the United States might deem certain transactions in the Tokens to be securities transactions under current U.S. law. The Purchaser understands that the Tokens have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Out of an abundance of caution, Purchaser and Linera have elected to comply with the exemption framework provided under the Securities Act in connection with the TPA to ensure compliance, if deemed applicable, with the Securities Act. The Purchaser also understands that the Tokens are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser’s representations contained in this TPA.

5.6.1 If Purchaser is a US Purchaser, Purchaser certifies that:

(a) It is an “accredited investor” within the meaning of Regulation D under the Securities Act;

(b) There is no assurance that any exemption from registration under the Securities Act will be available in the future;

(c) Purchaser has adequate information concerning the Tokens to make an informed decision and has independently and without reliance on Linera agreed to enter into this TPA;

(d) By reason of Purchaser’s technical, business and/or financial experience, Purchaser is capable of evaluating the merits and risks of this transaction, has the ability to protect Purchaser’s own interests in this transaction and is financially capable of bearing a total loss of the Tokens.

5.6.2 If Purchaser is a Non-US Purchaser, Purchaser certifies that it is not a “U.S. Person,” (a “Non-U.S. Person”) as defined under Regulation S and is not acquiring the Tokens for the account or benefit of any U.S. Person.

(a) Purchaser has been advised and acknowledges that:

(i) in issuing and selling the Tokens to such Non-U.S. Person pursuant hereto, Linera is relying upon the exemption from registration provided by Regulation S under the Securities Act;

(ii) it is a condition to the availability of the Regulation S safe harbor that the Tokens not be offered or sold in the United States or to a U.S. Person until the expiration of a period of one year following the Effective Date;

(iii) prior to the expiration of one year after the Effective Date (the “Distribution Compliance Period”), the Tokens may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this TPA and either: (A) the offer or sale is within the United States or to or for the account of a U.S. Person and pursuant to an effective registration statement, Rule 144 or an exemption from the registration requirements of the Securities Act or (B) the offer and sale is outside the United States and to other than a U.S. Person; and

(iv) after the Distribution Compliance Period, the Tokens may be offered or sold within the United States or to or for the account of a U.S. Person only in accordance with this TPA and pursuant to applicable securities laws.

(b) Purchaser covenants that, with respect to the Tokens, until the expiration of the Distribution Compliance Period: (a) such Non-U.S. Person, its agents or representatives have not and will not solicit offers to buy, offer for sale or sell any of the Tokens or any beneficial interest therein in the United States or to or for the account of a U.S. Person; and (b) notwithstanding the foregoing, prior to the expiration of the Distribution Compliance Period, the Tokens may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this TPA and either: (i) the offer or sale is within the United States or to or for the account of a U.S. Person and pursuant to an effective registration statement, Rule 144 or an exemption from the registration requirements of the Securities Act; or

(ii) the offer and sale is outside the United States and to other than a U.S. Person. Such Non-U.S. Person agrees that after the Distribution Compliance Period, the Tokens may be offered or sold within the United States or to or for the account of a U.S. Person only pursuant to applicable securities laws.

(c) Purchaser has not engaged, and Purchaser covenants that it will not engage or cause any third party to engage, in any directed selling efforts (as such term is defined in Regulation S) in the United States with respect to the Tokens.

(d) Purchaser is not a “distributor” (as defined in Regulation S) or a “dealer” (as defined in the Securities Act).

(e) Neither (i) the Purchaser, (ii) any of its directors, executive officers, other officers that may serve as director or officer of any company in which it invests, general partners or managing partners, nor (iii) any beneficial owner of the voting equity securities of the Purchaser (in accordance with Rule 262 of the Securities Act) is subject to of the disqualifying events listed in Rule 506(d)(1) of Regulation D under the Securities Act (a “Purchaser Event”), and there is no proceeding or investigation pending or, to the knowledge of Purchaser, threatened by any governmental authority, that would reasonably be expected to become the basis for a Purchaser Event.

(f) If Purchaser is a resident of the EU, then Purchaser agrees that it has read, understood, and acknowledges the full contents of the White Paper.

5.7 Waiver of Warranties; Assumption of Risks. The risk of loss in buying, holding and trading digital assets and rights therein, including the Tokens, can be immediate and substantial. There is no guarantee against losses from participating in the transactions contemplated by this TPA. Purchaser should therefore carefully consider whether trading or holding digital assets is suitable for the Purchaser in light of its financial condition.

5.8 Taxes. Purchaser acknowledges and agrees that it may suffer adverse tax consequences as a result of purchasing, holding, exchanging, selling, staking, transferring or otherwise using the Tokens in any way. Purchaser hereby represents that (a) it has consulted with a tax adviser that it deems advisable in connection with any use of the Tokens, or that it has had the opportunity to obtain tax advice but have chosen not to do so, and (b) neither Linera nor its Affiliates has provided Purchaser with any tax advice. The Purchaser understands that the Purchaser bears sole responsibility for any taxes as a result of the matters and transactions the subject of this TPA, and any future acquisition, ownership, use, sale or other disposition of tokens held by the Purchaser. To the extent permitted by law, the Purchaser agrees to indemnify, defend and hold Linera or any of its Affiliates, employees or agents (including developers, auditors, contractors or founders) harmless for any claim, liability, assessment or penalty with respect to any taxes (other than any net income taxes of Linera that result from the delivery of Tokens to the Purchaser) associated with or arising from the Purchaser’s purchase of Tokens hereunder, or the use or ownership of Tokens.

5.9 No Unlawful Activities. Purchaser’s assets representing the Total Purchase Price 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 Tokens to finance, engage in, or otherwise support any unlawful activities. 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 UK Sanctions Regimes List or on the List of Specially Designated Nationals and Blocked Persons maintained by the US Treasury Department’s Office of Foreign Assets Control as such lists may be amended from time to time; (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 Linera, 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.

5.10 Jurisdiction and Transfer Restriction. Purchaser represents and warrants that it is not located in, a resident of, or a citizen of, any of the Restricted Jurisdictions. PURCHASER AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, OR CAUSE TO BE SOLD, TRANSFERRED OR ASSIGNED, ANY OF THE PURCHASED TOKENS OR ANY RIGHTS OR INTERESTS THEREIN TO ANY PERSON OR ENTITY LOCATED IN, RESIDING IN, ORGANIZED IN OR THAT IS A RESIDENT OR CITIZEN OF, AS APPLICABLE, A RESTRICTED JURISDICTION.

5.11 Rights of EU Purchasers. If Purchaser is a resident of the EU:

(a) Purchaser shall have the right to withdraw from this TPA within 14 calendar days from the Effective Date without incurring any fees or costs and without being required to give reasons, in accordance with Article 13 of MiCA.

(b) To exercise the withdrawal right, Purchaser must notify Linera of their decision to withdraw through the Portal or by email to operations@linera.net within the 14-day period.

(c) Upon valid exercise of withdrawal rights, Linera shall reimburse all payments received from the Purchaser, including any charges, without undue delay and in any event no later than 14 days from the date on which Linera is informed of the Purchaser's decision to withdraw. Reimbursement shall be carried out using the same payment method used for the original purchase unless the Purchaser expressly agrees otherwise.

(d) The right of withdrawal shall expire upon the earlier of: (i) 14 calendar days from the Effective Date; (ii) admission of Tokens to trading on any trading platform; or (iii) the end of the subscription period for the public sale.

(e) Once Tokens are admitted to trading onto a trading platform, no withdrawal rights shall apply to purchases made after such admission.

6. NO OTHER RIGHTS CREATED.

6.1 No Claim, Loan or Ownership Interest. The purchase of Tokens:

(a) does not provide Purchaser with rights of any form with respect to Linera or its revenues or assets, including any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; (b) is not a loan to Linera; and

(c) does not provide Purchaser with any ownership or other interest in Linera.

6.2 Intellectual Property. Linera and/or its Affiliates retains all current and future right, title and interest in all of its intellectual property, including inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. Purchaser may not use any of Linera’s and/or its Affiliates' intellectual property for any reason without Linera’s prior written consent.

7. DISCLAIMERS.

7.1 Purchaser Account Address. Purchaser assumes full responsibility and liability for any losses resulting from any intentional or unintentional misuse of the Purchaser Account Address including any loss resulting from designating a Purchaser Account Address that is non-compliant for the receipt of the Tokens or is the incorrect address for the receipt of the Tokens, or the loss of requisite private key(s) associated with Purchaser Account Address or the access by a third party to such private key(s). Linera assumes no responsibility or liability in connection with any such misuse of the Purchaser Account Address in the absence of willful misconduct or fraud on the part of Linera or its Affiliates.

7.2 Promises; Guarantees. Purchaser expressly acknowledges, understands and agrees that Purchaser is purchasing the Tokens at the Purchaser’s sole risk and that the Tokens are provided, used and acquired on an “AS IS,” “UNDER DEVELOPMENT” and on an “AS A V AILABLE” basis without representations, warranties, promises or guarantees whatsoever of any kind by Linera, and Purchaser shall rely on its own examination and investigation thereof.

7.3 No Representation or Warranty. (A) LINERA DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY; AND (B) WITH RESPECT TO THE TOKENS, LINERA SPECIFICALLY DOES NOT REPRESENT OR WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY REPRESENTATIONS OR WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT.

7.4 Hard Forks, Reorganizations and Cybersecurity. The blockchain related to the Tokens may be subject to a “contentious hard fork” or a “reorganization” (as such terms are commonly understood and used by software engineers with expertise in developing blockchains and blockchain protocol software clients). The Tokens may be subject to expropriation or theft. Malicious groups or organizations may attempt to interfere with Linera, Linera’s products or services, or the Tokens in a variety of ways, including malware attacks, denial of service attacks, governance-based attacks, consensus-based attacks, sybil attacks, smurfing, spoofing and exploits of known or unknown vulnerabilities in any related hardware or software. In the event of any loss by the holders of Tokens related the foregoing or any similar occurrence, Linera does not guarantee any remedy, refund or compensation for the holders of the Tokens.

7.5 New Technology. Linera’s platform, the Tokens and all of their related hardware and software utilize novel concepts and technology and may be subject to vulnerabilities heretofore unknown or might not function as intended.

8. INDEMNIFICATION; LIMITATION OF LIABILITY.

8.1 Indemnification. Purchaser hereby agrees to indemnify, defend, and hold Linera, its affiliates and subsidiaries, together with each of their respective directors, managers, partners, shareholders, members, officers, employees, agents, representatives, successor and assigns harmless from and against any and all losses, liability, claims, damages, actions, fines, penalties, or costs (including court costs and reasonable attorneys’ fees) arising from any third-party claim, dispute, or litigation alleging: (a) Purchaser’s breach of this TPA or any other agreement or applicable law binding Purchaser; or (b) Purchaser’s fraud, negligence or willful misconduct.

8.2 Limitation of Liability. To the fullest extent permitted by applicable law, Purchaser disclaims any right or cause of action against Linera of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of Linera. Linera shall not be liable to Purchaser for any type of Damages, whether direct, indirect, incidental, special, punitive, consequential or exemplary (including Damages for lost profits, goodwill, use or data), even if and notwithstanding the extent to which Linera has been advised of the possibility of such damages. Purchaser agrees not to seek any refund, compensation or reimbursement from Lineraa, regardless of the reason, and regardless of whether the reason is identified in this TPA. The limitations set forth in this Section 8.2 will not limit or exclude liability for fraud, bad faith or willful misconduct carried out by Linera. “Damages” means any and all damages (including direct, indirect, incidental, special, punitive, consequential or exemplary etc.), losses, taxes, liabilities, claims, judgments, penalties, payments, interest, costs and expenses (including reasonable and documented legal fees, accountants’ fees and expert witnesses’ fees and expenses incurred in investigating and/or prosecuting any claim for indemnification).

8.3 Damages. Except in the event of Linera’s fraud, bad faith or willful misconduct, in no circumstances will the aggregate liability of Linera, whether in contract, warrant, tort or other theory, for Damages to Purchaser under this TPA exceed the amount received by Linera from Purchaser.

8.4 Basis of the Bargain. Linera and Purchaser acknowledge that this TPA has been entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

8.5 Other Jurisdictions. Some jurisdictions do not allow certain warranty disclaimers or limitations on liability. Only disclaimers or limitations that are lawful in the applicable jurisdiction will apply to Purchaser and Linera's liability will be limited to the maximum extent permitted by law.

9. MISCELLANEOUS.

9.1 Entire Agreement. This TPA 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.

9.2 Amendment. Any provision of this TPA may be amended, waived or modified by Linera at any time in its absolute discretion. Any amendments or modifications to this TPA will be effective immediately upon posting notice of such amendments or modifications on the Portal.

9.3 Notices. Any notice required or permitted by this TPA will be deemed sufficient and received when sent by email during normal business hours to the relevant address listed in Section 9.8 hereto, as subsequently modified by written notice received by the appropriate party.

9.4 Transfers and Assigns. Neither this TPA nor the rights contained herein may be transferred, by operation of law or otherwise, by the Purchaser without the prior written consent of Linera. Linera may at any time assign this TPA without the consent of the Purchaser.

9.5 Severability. In the event any one or more of the provisions of this TPA are 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 TPA operate or would prospectively operate to invalidate this TPA, 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 TPA and the remaining provisions of this TPA will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.

9.6 Dispute Resolution. This TPA and any action related thereto will be governed by the laws of the British Virgin Islands (the “Jurisdiction”), without regard to its conflicts of law rules. Any dispute, controversy, difference or claim arising out of or relating to this TPA, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the British Virgin Islands International Arbitration Centre (“BVIIAC”) under the BVIIAC Administered Arbitration Rules in force when the relevant Notice of Arbitration is submitted. The law of this arbitration clause shall be under the laws of the British Virgin Islands. The seat of arbitration shall be the British Virgin Islands. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY (A) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS TPA, ANY TOKENS OR ANY OTHER MATTER INVOLVING THE PARTIES AND (B) SUBMITS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF THE BRITISH VIRGIN ISLANDS AND EACH PARTY AGREES NOT TO INSTITUTE ANY SUCH ACTION OR PROCEEDING IN ANY OTHER COURT IN ANY OTHER JURISDICTION. Each party irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this TPA in the courts noted in this Section 9.6.

9.7 Additional Assurances. The Purchaser shall, and shall cause its Affiliates to, from time to time, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably requested by Linera or are necessary for Linera, upon the advice of counsel, to carry out the provisions of this TPA and give effect to the transactions contemplated hereby, including to enable Linera to register the Tokens, to enable the Tokens to qualify for or maintain an exemption from registration (to the extent any such exemptions are available), to comply with Money Laundering Laws, or to otherwise complete the transactions contemplated hereby and to comply with applicable laws as then in effect.

9.8 Linera Contact Information. Linera Email Address: operations@linera.net

[TO BE AGREED BY PURCHASER THROUGH PORTAL --- “By clicking “Accept” you (Purchaser) confirm that you have read the Token Purchase Agreement ("the Terms”) in full and you understand the Terms and you agree to be legally bound by the Terms. Linera reserves the right to amend or modify the Terms at any time. Any amendments or modifications to the Terms will be effective immediately upon posting notice of such amendments or modifications on the Portal.]