Token Purchase Agreement

1. Parties

2. Definitions

• IB Token — The InfinityBlockchain Token (ticker: IB), a BEP-20 digital asset issued on BNB Smart Chain by InfinityBlockchain LLC, incorporating a profit-participation mechanism as described herein. The IB Token is also deployed as an ERC-20 token on the Ethereum and Polygon blockchains.
• Platform — The website infinityblockchain.io and its associated shop and dashboard systems.
• Purchaser — Any individual or entity completing a token purchase through the Platform after satisfying all eligibility and verification requirements.
• Accredited Investor — As defined under Rule 501(a) of Regulation D of the U.S. Securities Act of 1933 (natural person with annual income exceeding $200,000 individually or $300,000 jointly, or net worth exceeding $1,000,000 excluding primary residence, or qualifying entity).
• Non-U.S. Person — As defined under Rule 902(k) of Regulation S of the U.S. Securities Act of 1933.
• Whitepaper — The InfinityBlockchain (IB) Token Whitepaper Version 2.1 (March 2026) available at infinityblockchain.io, incorporated by reference into this Agreement.
• Net Revenue — Consolidated gross revenue of InfinityBlockchain LLC less returns, chargebacks, transaction costs, applicable taxes, and intercompany eliminations, as determined under U.S. GAAP or IFRS.
• Purchase Price — The USD amount paid by the Purchaser per IB Token as displayed in the Platform at the time of purchase.

3. Token Sale Terms

4. Eligibility Requirements

5. Restricted Jurisdictions

IB Tokens are not offered to residents or nationals of the following jurisdictions and any purchase attempt from these jurisdictions will be rejected:

This list may be updated at any time. The Company reserves the right to restrict additional jurisdictions without prior notice. Access via VPN to circumvent geographic restrictions is strictly prohibited and constitutes grounds for immediate account termination and forfeiture of any purchase.

6. Profit Participation Mechanism

7. Token Delivery

• IB Tokens will be delivered to the wallet address registered in the Purchaser’s Platform account.
• Delivery is subject to completion of KYC/AML verification and eligibility confirmation.
• The Company may also deliver tokens directly to a MetaMask wallet upon verified request.
• The Company is not responsible for tokens sent to incorrect wallet addresses provided by the Purchaser.
• Loss of private keys results in irreversible loss of tokens. The Company cannot recover lost tokens.

8. Transfer and Resale Restrictions

• U.S. Purchasers under Reg D: Subject to a minimum holding period of 12 months from purchase date before any resale or transfer.
• Non-U.S. Purchasers under Reg S: Subject to a minimum holding period of 12 months before transfer to U.S. Persons.
• No transfer, sale, or pledge of IB Tokens to Restricted Jurisdiction residents is permitted.
• The Company reserves the right to implement technical transfer restrictions in the smart contract.

9. Risk Acknowledgment

By completing the purchase, the Purchaser expressly acknowledges and accepts the following risks:

• Total loss of invested capital is possible. IB Tokens are a highly speculative investment.
• No guaranteed return, no guaranteed distribution, no guaranteed liquidity.
• The IB Token may be classified as a security. Regulatory reclassification may restrict trading or require additional compliance.
• The Company may fail to achieve profitability, in which case no distribution will occur.
• No exchange listing is guaranteed. Secondary market value may be zero.
• Smart contract vulnerabilities, blockchain failures, or hacks may result in loss of tokens.
• Regulatory changes may materially adversely affect token value or transferability.
• The Purchaser is solely responsible for tax obligations arising from token acquisition, distributions, and disposals.
• The Company may modify its business model, strategy, or operations without Purchaser consent.
• This is not a bank deposit and is not insured by any governmental authority.

10. Representations and Warranties of Purchaser

By completing the purchase, the Purchaser represents and warrants that:

• They are at least 18 years of age and have full legal capacity to enter into this Agreement.
• They are not a resident, national, or citizen of a Restricted Jurisdiction.
• If a U.S. Person: They are a verified Accredited Investor and have truthfully self-certified their status.
• If a Non-U.S. Person: They are not acquiring tokens for or on behalf of any U.S. Person.
• They have read and understood the Whitepaper and this Agreement in their entirety.
• They are purchasing IB Tokens for their own account and not with a view to distribution or resale in violation of securities laws.
• They have consulted independent legal, financial, and tax advisors as they deem appropriate.
• All information provided during KYC/AML verification is accurate, complete, and truthful.
• They understand that IB Tokens may be illiquid and they may need to hold tokens indefinitely.
• They have not relied on any statement by the Company’s affiliates, promoters, or community members.

11. No Investment Advice

Nothing in this Agreement, the Whitepaper, or any Platform communication constitutes financial, investment, legal, or tax advice. The Company is not registered as a financial advisor, broker-dealer, or investment adviser with any regulatory authority. Purchasers should seek independent professional advice.

12. Limitation of Liability

• All services and tokens are provided “AS IS” and “AS AVAILABLE” without warranties of any kind.
• The Company is not liable for any indirect, incidental, special, consequential, or punitive damages.
• The Company’s maximum aggregate liability is limited to the Purchase Price paid by the Purchaser.
• The Company is not liable for losses due to market volatility, exchange failures, wallet errors, or blockchain network issues.
• The Company is not liable for regulatory actions taken by any government authority against the Purchaser.

13. Anti-Money Laundering & Sanctions Compliance

• All purchases are subject to KYC/AML verification and sanctions screening.
• The Company complies with BSA, USA PATRIOT Act, FinCEN guidelines, and OFAC sanctions programs.
• Suspicious transactions will be reported to FinCEN as required by applicable law.
• The Company reserves the right to freeze, withhold, or reverse token purchases if AML concerns arise.

14. Governing Law & Dispute Resolution

• This Agreement is governed by the laws of the State of Wyoming, United States.
• Any disputes shall be resolved exclusively in the courts of Sheridan County, Wyoming, USA.
• The Purchaser consents to the personal jurisdiction of Wyoming courts.
• Notwithstanding the above, the Company may seek injunctive or other equitable relief in any jurisdiction.

15. Entire Agreement & Amendments

• This Agreement, together with the Whitepaper and the Platform’s Terms & Conditions, constitutes the entire agreement between the parties.
• The Company reserves the right to amend this Agreement at any time. Updated versions will be posted on the Platform. Continued use after posting constitutes acceptance.
• In case of conflict between this Agreement and the Terms & Conditions, this Agreement prevails with respect to IB Token purchases.

16. Severability

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

17. EU MiCA Regulatory Disclaimer

• IB Tokens are not offered, marketed, or sold under the European Union’s Markets in Crypto-Assets Regulation (MiCA) (Regulation (EU) 2023/1114).
• InfinityBlockchain LLC has not obtained authorization as a Crypto-Asset Service Provider (CASP) under MiCA and has not filed a crypto-asset white paper with any EU National Competent Authority.
• InfinityBlockchain LLC does not target, solicit, or direct its token offering to residents of the European Union or European Economic Area (EEA).
• Residents of EU/EEA member states are listed as Restricted Jurisdictions under Section 5 of this Agreement and are not eligible to purchase IB Tokens.
• Any EU/EEA resident who circumvents geographic restrictions to purchase IB Tokens does so at their own risk and in violation of this Agreement.

18. UK FCA Regulatory Disclaimer

• InfinityBlockchain LLC is not registered with, authorized by, or regulated by the UK Financial Conduct Authority (FCA).
• Crypto assets are not regulated in the United Kingdom. The FCA does not provide consumer protections for crypto asset investments.
• IB Tokens are not covered by the UK Financial Services Compensation Scheme (FSCS) or the Financial Ombudsman Service (FOS).
• There is no recourse to the FCA, FSCS, or FOS in the event of loss arising from the purchase, holding, or disposal of IB Tokens.
• The United Kingdom is listed as a Restricted Jurisdiction under Section 5 of this Agreement. UK residents are not eligible to purchase IB Tokens.
• Purchasing crypto assets involves a high degree of risk. You should be prepared to lose all the money you invest.

19. Contact

Electronic Acceptance

By completing the token purchase process on the Platform and confirming the required checkboxes, the Purchaser agrees to be bound by this Token Purchase Agreement. Electronic acceptance via the Platform constitutes a legally binding agreement equivalent to a written signature.

A copy of this Agreement, together with the purchase confirmation and acceptance record, will be stored in the Company’s database and is available to the Purchaser upon request.