TOKEN PURCHASE AGREEMENT

PLAN, A PRODUCT OF PLANCHAIN.

This Token Purchase Agreement (this “Agreement”) is made as of the 16th day of September, 2019 (the “Effective Date”) and contains the terms and conditions that govern your purchase of certain tokens (“PLAN” or “Tokens”) generated and distributed on the PlanChain Project (the “Project”) and is an agreement between you or the entity that you represent (“Participant” or “you”) and PlanChain, a corporation (together with its affiliates, “Company”). Participant and Company are herein referred to individually as a “Party” and collectively, as the “Parties.” NOW, THEREFORE, in consideration of the mutual representations, warranties and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Participant agree as follows:

IMPORTANT INFORMATION: PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY.

Participant acknowledges, understands and agrees:

1. PURCHASE OF TOKENS ARE NON-REFUNDABLE AND CANNOT BE CANCELLED.

2. PARTICIPANT MAY LOSE ALL AMOUNTS PAID. TOKENS MAY HAVE NO VALUE.

3. COMPANY RESERVES THE RIGHT TO REFUSE OR CANCEL TOKEN PURCHASE REQUESTS AT ANY TIME IN ITS SOLE DISCRETION.

4. PARTICIPANTS FROM AT LEAST THE FOLLOWING COUNTRIES CANNOT PARTICIPATE IN THE PRE-SALE OR THE TGE: UNITED STATES OF AMERICA (USA), SOUTH KOREA, SINGAPORE, CHINA, AND CERTAIN “SENSITIVE COUNTIES(SUCH AS IRAN, IRAQ, LIBYA, SUDAN, SYRIA, AND OTHERS). PARTICIPANTS ARE REQUIRED TO PERFORM KYC PROCEDURE BEFORE PARTICIPATING.

5. PARTICIPANT ACKNOWLEDGES THAT PLANCHAIN HAS INFORMED YOU THAT THE PLANCHAIN PLATFORM WILL HAVE UTILITY PRIOR TO THE COMPLETION OF THE TGE, AND THAT PARTICIPANTS WILL BE ABLE TO USE THE PLAN TOKEN IN THE PLANCHAIN PLATFORM WHEN THE TGE ENDS AND PLAN TOKENS ARE DISTRIBUTED TO PARTICIPANTS.

6. PEOPLE WHO PURCHASE EARLIER THAN YOU MAY RECEIVE MORE TOKENS FOR THE AMOUNT PAID.

7. PLEASE READ CAREFULLY AND IN THEIR ENTIRETY THE RISKS SET FORTH IN SECTION 7.

8. THIS AGREEMENT INCLUDES PRE-DISPUTE RESOLUTION IN SECTION 9.1 AND REQUIRES ARBITRATION IN SECTION 9.2.

1. ACCEPTANCE OF AGREEMENT AND PURCHASE OF TOKENS

1. Website Terms of Purchase. The terms of purchase (as may be amended from time to time, the “Terms of Purchase”) located at https://planchain.io (the “Website”) are hereby incorporated by reference. Capitalized terms used but not defined herein shall have the meanings ascribed to them on the Website. 2. One-Pager (the “Pager”). The Pager and other materials concerning Project and the sale of Tokens, available at https://planchain.io are hereby incorporated by reference.

2. TOKEN DISTRIBUTION

1. Allocation and Distribution of Tokens.

Company Obligations. Company shall allocate and distribute Tokens (the “Token Distribution”) to Participants thereof using the PLANCHAIN Protocol in a manner consistent with the information in the       Website. Company shall, from time to time, provide on the Website procedures and other instructions for purchasing Tokens.

Participant Obligations. Participant shall follow the procedures set forth by Company on the Website for purchasing Tokens. As a condition precedent to any sale by Company of any Tokens, Participant shall provide an accurate digital wallet address to Company and extend a PLANCHAIN trustline to Company for receipt of any Tokens distributed to Participant through the PLANCHAIN Protocol. 2. Allocation and Sale of Tokens to Company Parties. Participant consents to the participation of Company’s past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors and service providers in the purchase of Tokens, including people who may work on the development and implementation of the Project or who may work for Company’s future businesses that Company may establish with a portion of the proceeds from the Token Distribution (such parties, “Company Parties”).

Sources and Uses of Funds.

1. Use of Funds. Participant shall not use the Tokens to finance, engage in, or otherwise support any unlawful activities.

2. Payments. All payments by Participant under this Agreement shall be made only in Participant’s name, from a digital wallet or bank account not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force (which may also be referred to as a “sensitive territory” or a “sensitive country”), and is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time.

3. Anti-Money Laundering; Counter-Terrorism Financing. To the extent required by applicable law, Participant shall comply with all anti-money laundering and counter- terrorism financing requirements.

Transfers.

1. Transfer fees. Participant agrees that any transfer of Tokens may be subject to transfer fees imposed by Company from time to time through the PLANCHAIN Protocol.

2. Transfer Restrictions. Participant agrees that Company may place limitations on the transferability of the Tokens through the PLANCHAIN Protocol.

3. NO OTHER RIGHTS CREATED

1. No Claim, Loan or Ownership Interest. The purchase of Tokens:(i) shall not provide Participant with rights of any form with respect to Company or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; (ii) shall not be deemed to be a loan to Company; and (iii) shall not provide Participant with any ownership or other interest in Company.

2. Intellectual Property. Company shall retain all right, title and interest in all of Company’s intellectual property, including, without limitation, the Company’s 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. Participant shall not use any of Company’s intellectual property for any reason without Company’s prior written consent.

4. SECURITY AND DATA; TAXES AND FEES

1. Security and Data Privacy.

1. Participant’s Security. Participant shall implement reasonable and appropriate measures designed to secure access to: (i) any device associated with Participant and utilized in connection with Participant’s purchase of Tokens; (ii) private keys to Participant’s wallet or account; and (iii) any other username, passwords or other login or identifying credentials. In the event that Participant is no longer in possession of Participant’s private keys or any device associated with Participant’s account or is not able to provide Participant’s login or identifying credentials, Participant acknowledges and understands that it may lose all of its Tokens or access to its account. In such event, Company shall be under no obligation to recover any Tokens and Participant acknowledges, understands and agrees that all purchases of Tokens are non-refundable and Participant shall not receive money or other compensation for any Tokens purchased.

2. Additional Information. Upon Company’s request, Participant shall immediately provide to Company information and documents that Company, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations rules or agreements, including without limitation judicial process. Such documents include, but are not limited to, passports, driver’s licenses, utility bills, photographs of associated individuals, government identification cards or sworn statements. Participant hereby consents to Company disclosing such information and documents in order to comply with applicable laws, regulations, rules or agreements. Company may, in its sole discretion, refuse to distribute Tokens to Participant until such requested information is provided.

3. Taxes. Participant shall be solely responsible for compliance with any tax obligations arising from the purchase or receipt of Tokens. Company shall bear no liability or responsibility with respect to any tax obligation of Participant in respect of the purchase and receipt of any Tokens.

5. REPRESENTATIONS AND WARRANTIES

1. Participant Representations and Warranties. Participant represents and warrants to Company that as of the Effective Date: 1. Authority. Participant has all requisite power and authority to execute and deliver this Agreement, to purchase Tokens, and to carry out and perform its obligations under this Agreement. (i) If an individual, Participant is at least 18 years old and of sufficient legal age and capacity to purchase Tokens. (ii) If a legal person, Participant is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.

2. Purchase Entirely for Own Participation. This Agreement is made with Participant in reliance upon Participant’s representation to the Company, which by Participant’s execution of this Agreement, Participant hereby confirms, that the Tokens to be acquired by Participant will be acquired for participation in the PLANCHAIN platform for Participant’s own participation, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that Participant has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, Participant further represents that Participant does not presently have any contract, undertaking, agreement or arrangement with any individual, corporation, partnership, trust,

limited liability company, association or other entity (“Person”) to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Tokens. Participant has not been formed for the specific purpose of acquiring the Tokens.

3. Disclosure of Information. Participant has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Tokens with the Company’s management and has had an opportunity to review the Company’s facilities.

4. No Conflict. The execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice: (i) any provision of Participant’s organizational documents, if applicable; (ii) any provision of any judgment, decree or order to which Participant is a party, by which it is bound, or to which any of its material assets are subject; (iii) any material agreement, obligation, duty or commitment to which Participant is a party or by which it is bound; or (iv) any laws, regulations or rules applicable to Participant.

5. No Consents or Approvals. The execution and delivery of, and performance under, this Agreement requires no approval or other action from any governmental authority or person other than Participant.

6. No Public Market. Participant understands that no public market now exists for the Tokens, and that the Company has made no assurances that a public market will ever exist for the Tokens.

7. Various Jurisdictions. Participant hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Tokens or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Tokens, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Tokens. Participant’s subscription and payment for and

continued beneficial ownership of the Tokens will not violate any applicable laws of Participant’s jurisdiction. Participant represents, warrants and undertakes that neither it, its affiliates, nor any persons acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to this Agreement and the Tokens.

8. No General Solicitation. Neither Participant, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement in connection with the offer and sale of the Tokens.

9. Exculpation Among Purchasers. Participant acknowledges that it is not relying upon any Person, other than the Company and its officers and directors, in making its decision to participate in the purchase of tokens for its own participation in the PLANCHAIN platform.

10. Participant Knowledge and Risks of Project. Participant has sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain or cryptographic tokens and other digital assets, smart contracts, storage mechanisms (such as digital or token wallets), blockchain-based software systems and blockchain technology, to be able to evaluate the risks and merits of Participant’s purchase of Tokens, including but not limited, to the matters set forth in this Agreement, and is able to bear the risks thereof, including loss of all amounts paid, loss of Tokens, and liability to the Company Parties and others for the acts and omissions of Participant, including with limitation those constituting breach of this Agreement, negligence, fraud or willful misconduct. Participant has obtained sufficient information in order to make an informed decision to purchase Tokens.

11. Funds; Payments. The funds, including any fiat, virtual currency or cryptocurrency, Participant uses to purchase Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing.

12. Anti-Money Laundering; Counter-Terrorism Financing. To the extent required by applicable law, Participant has complied with all anti-money laundering and counter- terrorism financing requirements. 13. Sanctions Compliance. Neither Participant, nor any person having a direct or indirect beneficial interest in Participant or Tokens being acquired by Participant, or any person for whom Participant is acting as agent or nominee in connection with Tokens, is the subject of sanctions administered or enforced by any country or government (collectively, “Sanctions”) or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.

2. No Company Representations or Warranties.

1. COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY.

2. WITH RESPECT TO THE TOKENS, THEIR UTILITY AND THE ABILITY OF ANYONE TO PURCHASE OR USE THE TOKENS, COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, 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.

3. COMPANY PARTIES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES THAT THE PROCESS OF PURCHASING OR RECEIVING THE TOKENS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE TOKENS ARE RELIABLE OR ERROR-FREE.

6. PARTICIPANT ACKNOWLEDGMENTS AND CONSENTS

1. Agreement. Participant acknowledges and understands that Participant has read in full and understands this Agreement and the terms and conditions to which Participant is bound.

2. Pager and Website. Participant acknowledges and understands that it has read and understands the information in the Company’s Pager and Website.

3. Terms of Purchase. Participant acknowledges and understands that it has read, understands and agrees to the Terms of Purchase.

4. Procedures for Purchase. By purchasing Tokens, Participant acknowledges, understands the procedures set forth on the Website for purchasing Tokens. Participant acknowledges and understands that: (a) failure to use the Website and follow such procedures will result in Participant’s failure to receive Tokens and (b) Participant will lose some or all of the amounts paid for Token and (c) the receipt or purchase of Tokens through any other means is not sanctioned or agreed to in any way by Company.

5. Company’s Use of Proceeds. Participant acknowledges and understands that the proceeds from the sale of the Tokens may be utilized by Company in its sole discretion, as described in the Pager and Website. 6. Transaction Fees. Participant acknowledges and understands that any transactions in the Tokens effected using the PLANCHAIN Protocol may subject to transaction fees payable in PLAN set by the PLANCHAIN Protocol, which may vary from time to time.

7. Not an Offering of Investment, Securities, Commodities, or Swaps. Participant acknowledges and understands that: (a) the sale of Tokens and the Tokens themselves are not investments, currencies, securities, commodities, swaps on a currency, security or commodity, or a financial asset or instrument of any kind; (b) purchases and sales of Tokens are not subject to the protections of any laws governing those types of financial instruments; and (c) this Agreement and all other documents referred to in this Agreement, including the Pager and Website, do not constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy an investment, a currency, a security, commodity, or a swap on either a security or commodity or a financial asset or instrument of any kind.

7. PARTICIPANT ACKNOWLEDGEMENTS OF RISKS TOKENS MAY HAVE NO VALUE. PARTICIPANT MAY LOSE ALL AMOUNTS PAID.

Participant has carefully reviewed, acknowledges, understands and assumes the following risks, as well as all other risks associated with the Tokens (including those not discussed herein), all of which could render the Tokens worthless or of little value:

1. Basis for Purchase. Purchasing Tokens is at Participant’s sole risk and that the Tokens are each provided, used and acquired on an “AS IS” and on an “AS AVAILABLE” basis without representations, warranties, promises or guarantees whatsoever of any kind by Company. Participant must rely on its own examination and investigation thereof.

2. No Rights, Functionality or Features. Tokens have no rights, uses, purpose, attributes, functionalities or features, express or implied, outside the Project.

3. Project. Besides the potential use of the Tokens in the PLANCHAIN project or platform, Tokens do not entitle Participant to anything with respect to the Project.

4. Purchase Price Risk. There are no guarantees as to the price of Tokens purchased by Participant and no guarantees that the price per Token determined by the market will be equal to or higher. There is the possibility that the price per Token may fall below the price paid by initial Participants of Tokens during the initial distribution period. Company reserves the right to change the duration of any timeframe for the distribution of Tokens, including, without limitation, the unavailability or non-functionality of the Website or other unforeseen procedural or security issues.

5. Blockchain Delay Risk. On the PLANCHAIN Protocol, transactions may not be recorded in the last-closed ledger until the transaction has been ratified through the PLANCHAIN consensus algorithm. Timing of ratification may occur at random times. For example, Token transfers in a given open ledger may not be included in the next last-closed ledger, and may be included in the candidate set for the beginning of the consensus process on the next open ledger. As a result, the last-closed ledger may not include Participant’s transaction at the time Participant expects and Participant may not receive Tokens on the same day Participant purchases the Tokens.

6. PLANCHAIN Consensus Ledger. Transactions on the PLANCHAIN Consensus Ledger may be delayed or lost due to operational error or malicious attacks by third parties. Participant acknowledges and understands that the last-closed ledger may not include Participant’s transaction when Participant wants or expects and that Participant’s transaction may be excluded or discarded entirely.

7. Operational Error. Participant may never receive Tokens and may lose the entire amount Participant paid to Company for such Tokens as a result of interruptions and operational errors in the process of purchasing or receiving the Tokens.

8. Ability to Transact or Resell. Participant may be unable to sell or otherwise transact in Tokens at any time, or for the price Participant paid due to (a) diminution in value of the Tokens; (b) lack of liquidity for the Tokens; or (c) Company imposing restricts on the transferability of the Tokens.

9. Token Security. Tokens may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the the Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the PLANCHAIN Protocol rests on open source software and Tokens are based on open source software, there is the risk that PLANCHAIN Protocol may contain intentional or unintentional bugs or weaknesses which may negatively affect the Tokens or result in the loss of Participant’s Tokens, the loss of Participant’s ability to access or control Participant’s Tokens or the loss of any other assets in Participant’s account. In the event of such a software bug or weakness, there may be no remedy and holders of Tokens are not guaranteed any remedy, refund or compensation.

10. Access to Private Keys. Tokens purchased by Participant may be held by Participant in Participant’s digital wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key(s) associated with Participant’s digital wallet or vault storing Tokens may result in loss of such Tokens, access to Participant’s Token balance or any balances in blockchains created by third parties. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet or vault service Participant uses, may be able to misappropriate Participant’s Tokens. Company is not responsible for any such losses.

11. New Technology. The Project and all of the matters set forth in the Pager, Website and other materials are new and untested. The Project might not be capable of completion, implementation or adoption. Even if the Project is completed, implemented and adopted, it might not function as intended, and any tokens associated with a blockchain adopting the Project may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the Tokens and the Project may become outdated.

12. Tax Consequences. The purchase and receipt of Tokens may have tax consequences for Participant. Participant is solely responsible for Participant’s compliance with Participant’s tax obligations.

13. Reliance on Third-Parties. Even if completed, the Project may rely, in whole or partly, on third parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that those third parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, all of might have a material adverse effect on the Project.

14. Failure to Map a Public Key to Participant’s Account. Failure of Participant to map a public key to Participant’s account may result in third parties being unable to recognize Participant’s Token balance on the PLANCHAIN Consensus Ledger.

15. Exchange & Counterparty Risks. If Participant chooses to maintain or hold Tokens through a third party, Participant’s Tokens may be stolen or lost. In addition, third parties may not recognize Participant’s claim to any derivative tokens if and when launched by third parties according to the distribution rules set in the Project. Participant holds Tokens through a third party at Participant’s own and sole risk.

16. Changes to the Project. The Project is still under development and may undergo significant changes over time. Although Company intends for the Project to have the features and specifications set forth in the Pager, Website, Company articles and other informational materials (such as a future whitepaper), Company may make changes to such features and specifications for any number of reasons, any of which may mean that the Project does not meet Participant’s expectations. As a result: (a) the Project may never be completed; (b) the Project may not be completed as initially proposed by Company, and in a different or modified form; (c) a blockchain utilizing or adopting features of the Project may ever be launched; and (d) a blockchain may never be launched with or without changes to the Project.

17. Project Completion. The development of the Project may be abandoned for a number of reasons, including, but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.

18. Lack of Interest. Even if the Project is finished, launched and adopted, the ongoing success of the Project relies on the interest and participation of third parties. There can be no assurance or guarantee that there will be sufficient interest or participation in the Project.

19. Uncertain Regulatory Framework. The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities may regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations or rules that may affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact Tokens in various ways, including, for example, through a determination that Tokens are regulated financial instruments that require registration. Company may cease the distribution of Tokens, the development of the Project or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.

20. Risk of Government Action. The industry in which Company operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of Company or pursue enforcement actions against Company. Such governmental activities may or may not be the result of targeting Company in particular. All of this may subject Company to judgments, settlements, fines or penalties, or cause Company to restructure its operations and activities or to cease offering certain products or services, all of which could harm Company’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the Tokens or the development of the Project.

8. LIMITATION OF LIABILITY; INDEMNIFICATION

1. Limitation of Liability. To the fullest extent permitted by applicable law, Participant disclaims any right or cause of action against Company of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of Company. Company shall not be liable to Participant 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 Company has been advised of the possibility of such damages. Participant agrees not to seek any refund, compensation or reimbursement from a Company Party, regardless of the reason, and regardless of whether the reason is identified in this Agreement. Company is not and shall not be responsible for or liable for the market value of Tokens, the transferability or liquidity of Tokens or the availability of any market for Tokens through third parties or otherwise.

2. Damages. Under no circumstances shall the aggregate joint liability of the Company Parties, whether in contract, warrant, tort or other theory, for Damages to Participant under this Agreement exceed the amount received by Company from Participant.

3. Force Majeure. Participant understands and agrees that Company shall not be liable and disclaims all liability to Participant in connection with any force majeure event, including acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.

4. Release. To the fullest extent permitted by applicable law, Participant releases Company from responsibility, liability, claims, demands, or damages of every kind and nature, known and unknown (including, but not limited to, claims of negligence),arising out of or related to disputes between Participant and the acts or omissions of third parties.

5. Indemnification. 1. To the fullest extent permitted by applicable law, Participant shall indemnify, defend and hold harmless and reimburse Company from and against any and all actions, proceedings, claims, damages, demands and actions (including without limitation fees and expenses of counsel), incurred by Company arising from or relating to: (i) Participant’s purchase or use of Tokens; (ii) Participant’s responsibilities or obligations under this Agreement; (iii) Participant’s breach of or violation of this Agreement; (iv) any inaccuracy in any representation or warranty of Participant; (v) Participant’s violation of any rights of any other person or entity; or (vi) any act or omission of Participant that is negligent, unlawful or constitutes willful misconduct. 2. Company reserves the right to exercise sole control over the defense, at Participant’s expense, of any claim subject to indemnification under this Section 8.5. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Participant and Company.

9. DISPUTE RESOLUTION

1. Informal Dispute Resolution. Participant and Company shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (a “Dispute”). If the Parties are unable to resolve a Dispute within ninety (90) days of notice of such Dispute being received by all Parties, such Dispute shall be finally settled by Binding Arbitration as defined in Section 9.2 below.

2. Binding Arbitration. Any Dispute not resolved within 90 days as set forth in Section 9.1 shall be referred to and finally resolved by arbitration. The number of arbitrators shall be one who shall be selected by Company. The seat, or legal place, of arbitration shall be the jurisdiction of the Company, unless modified by mutual agreement by the Parties. The language to be used in the arbitral proceedings shall be English. The governing law of the Agreement shall be as set forth in Section 10.1 herein. The arbitration award shall be final and binding on the Parties (“Binding Arbitration”). The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets. Company and Participant shall be responsible for their respective attorneys’ fees and expenses.

3. No Class Arbitrations, Class Actions or Representative Actions. Any dispute arising out of or related to this Agreement is personal to Participant and Company and shall not be brought as a class arbitration, class action or any other type of representative proceeding. There shall be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

10. MISCELLANEOUS 1.

1. Governing Law and Venue. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the laws of the jurisdiction of the Company, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.

2. Assignment. Participant shall not assign this Agreement without the prior written consent of Company. Any assignment or transfer in violation of this Section 10.2 shall be null and void. Company may assign this Agreement to an affiliate. Subject to the foregoing, this Agreement, and the rights and obligations of the Parties hereunder, shall be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.

3. Entire Agreement. This Agreement, including the exhibits attached hereto and the materials incorporated herein by reference, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by Company about the Tokens or the Project.

4. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

5. Modification of Agreement. Company may modify this Agreement at any time by posting a revised version on the Website, available at planchain.io. The modified terms shall become effective upon posting. It is Participant’s responsibility to check the Website regularly for modifications to this Agreement. This Agreement was last modified on the date listed at the beginning of this Agreement.

6. Termination of Agreement; Survival. Company reserves the right to terminate this Agreement, in its sole discretion, in the event that Participant breaches this Agreement. Upon termination of this Agreement: (a) all of Participant’s rights under this Agreement immediately terminate; (b) Participant is not entitled to a refund of any amount paid; and (c) Articles 3, 4, 6, 7, 8, 9, and 10 shall continue to apply in accordance with their terms.

7. No Waivers. The failure by Company to exercise or enforce any right or provision of this Agreement shall not constitute a present or future waiver of such right or provision, nor limit Company’s right to enforce such right or provision at a later time. All waivers by Company must be unequivocal and in writing to be effective.

8. No Partnership; No Agency; No Third Party Beneficiaries. Nothing in this Agreement and no action taken by the Parties shall constitute, or be deemed to constitute, a partnership, association, joint venture or other co-operative entity between the Parties. Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute, or be deemed to constitute, either Party the agent of the other Party for any purpose. No Party has, pursuant to this Agreement, any authority or power to bind or to contract in the name of the other Party. This Agreement shall not create any third party beneficiary rights in any person.

9. Electronic Communications. Participant agrees and acknowledges that all agreements, notices, disclosures and other communications that Company provides Participant pursuant to this Agreement or in connection with or related to Participant’s purchase of Tokens, including this Agreement, may be provided by Company, in its sole discretion, to Participant, in electronic form.