TOKEN PURCHASE AGREEMENT

1. Terms and Definitions

2. Agreement

1. Purchase of Tokens. Subject to the terms and conditions outlined in this Agreement, the Seller hereby agrees to sell, and the Purchaser hereby agrees to purchase, the number of tokens as specified in the Purchaser's purchase order on the Platform. The Purchaser understands that by contributing the initial capital, each voting program member will receive tokens that give them the right to participate in the program's governance. One token is equivalent to one vote on any governance matter. Members are entitled one token for every $50 USD equivalent of funding (or other relevant amount, as it is stated in the Annex), at the time of their contribution, contributed at this initial phase. Members are entitled to the portion of benefits generated from the operation of the Property. Such benefits shall be distributed automatically proportional to the percentage of a member’s governance rights.
2. Purchase Price. The purchase price for the Tokens shall be the amount specified in the Purchaser's purchase order on the Platform (the "Purchase Price"). The Purchase Price shall be paid by the Purchaser to the Seller in accordance with the payment instructions provided on the Platform. The Tokens may be purchased with USDT.
3. Closing. The purchase and sale of the SABAI Property Tokens with respect to the Purchaser shall take place remotely via emails and the Purchaser's account on the Platform through the exchange of documents and signatures.
4. Delivery of Tokens. Upon receipt of the Purchase Price, the Seller shall deliver the number of Tokens specified in the Purchaser's purchase order to the Purchaser's Wallet and such transaction will be reflected on Purchaser's account on the Platform.
5. Digital Wallets & Other Storage Mechanisms. The Purchaser has sufficient understanding of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token storage mechanisms (such as digital wallets), blockchain technology, and blockchain-based software systems to understand the risks and implications of purchasing the SABAI Property Tokens. The Purchaser acknowledges that it is solely responsible for maintaining adequate security and control of any and all private keys used to access its digital wallet(s).
6. Source of Funds. The Purchaser represents that, to the best of the Purchaser's knowledge, based upon appropriate diligence and investigation, (i) the funds, including any virtual currency or cryptocurrency that are used to purchase the SABAI Property Tokens, are not derived from or related to any activity that is deemed criminal under United States law or that contravenes any federal, state, foreign or international laws and regulations dealing with money laundering; and (ii) no contribution or payment to the Company by the Purchaser comes from a source which would cause the Company to be in violation of the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986 or the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, Corruption, Drug Trafficking, and Other Serious Crimes Act 1992 (CDSA) and its Notices of the MAS as well as FATF regulations.
7. Closing Deliverables. On or prior to the Closing, the Purchaser shall deliver or cause to be delivered to the Seller the following:
   1. this Agreement, fully completed and duly executed by the Purchaser; the purchase amount in USDT in accordance with the instructions provided by the Seller; and
   2. any information requested by the Seller to verify the “non-US Person” status of the Purchaser, KYC requirements to the satisfaction of the Company and in accordance with cl. 3.8 of the Agreement.
8. Purchase amount. Purchase price is to be paid in cryptocurrency should be made through electronic means to the Company wallet address and during a time period to be specified by the Company. Purchase price submitted by Purchasers directly to the Company through USDT or other cryptocurrency transfer will be immediately available for the Company’s use in accordance with the use of proceeds outlined in the Agreement.
   1. 2.8.1. When purchasing a token, the Purchaser contacts the Platform with a non-custodial wallet address outside the Platform (e.g. Metamask) and pays the Purchase prices. After that, the tokens are transferred to the Purchaser's address and stored on his non-custodial non-Platform wallet. He receives the above benefits from operational activities related to property management to the same address as part of the execution of the smart contract.
   2. 2.8.2. The Purchaser registers a non-custodial wallet on the Platform and pays the Purchase prices. After that, the tokens are transferred to the Purchaser's address and stored on his non-custodial wallet on the Platform. The Purchaser has the right to fill the wallet by purchasing tokens, as well as withdraw the balance of tokens from the wallet at his own discretion. He receives the above benefits from operational activities related to property management to the same address. At the same time, the Purchaser has the right to refuse to use the platform's non-custodial wallet at any time and withdraw the balance of tokens to his non-custodial address. The Purchaser has the right to receive a private key of the platform's non-custodial wallet. The said private key is provided to the Purchaser within 1 (one) day after the corresponding request to the Platform or contacting the Platform technical support.In this case, the Purchaser will not be able to use the Platform.
9. Purchase Acceptance. At the Closing, if the Company accepts this token purchase in whole or in part, the Company shall execute and deliver to the Purchaser a counterpart executed copy of this Agreement and the purchase price shall become available for the benefit of the Seller (less any offering expenses as defined in the documents or agreements). The Seller shall have no obligation hereunder until the Company shall execute and deliver to the Purchaser an executed copy of this Agreement, and until the Purchaser shall have executed and delivered this Token purchase Agreement to Seller and shall have deposited the purchase amount in accordance with this Agreement.
10. Rejection of token purchase. The Board of Directors may reject the Purchaser’s purchase of SABAI Property Tokens, in whole or in part, for any or no reason, in their sole discretion. If the Offering is over-subscribed, the Board of Directors may reduce (or reject) the Purchaser’s token purchase based on the Purchaser’s pro rata participation in the Offering or in any other manner that the Company members may determine. If the Purchaser’s token purchase is rejected or returned, the Company will promptly return to the Purchaser in USDT.

3. Representations and Warranties

1. The Seller represents and warrants to the Purchaser that:

   1. The Seller has the legal capacity and authority to enter into this Agreement and to perform its obligations hereunder;
   2. The Tokens have been duly authorized and validly issued by the Seller and are not subject to any encumbrances, liens, or other restrictions on transfer;
   3. The Tokens comply with all applicable laws, rules, and regulations of the jurisdiction in which they are issued and sold;
   4. The Seller has obtained all necessary consents, authorizations, and approvals required to issue and sell the Tokens;
   5. The Seller has not made any false, misleading, or deceptive statements or omissions in connection with the offer and sale of the Tokens and
   6. The Seller has not engaged in any fraudulent or unlawful conduct concerning the offer and sale of the Tokens.
2. The Seller represents and warrants to the Purchaser that:

   Token Issuance and Delivery:

   • Upon receipt of the purchase price, the seller is responsible for transferring the specified number of tokens to the Purchaser’s wallet.
   • The Seller shall ensure the tokens are delivered to the Purchaser’s wallet within 5 days after the Purchase Price is received.

   Regulatory Compliance:

   • The Seller shall ensure that the issuance and sale of tokens comply with all applicable laws, regulations, and guidelines of the relevant jurisdictions.
   • The Seller is responsible for obtaining all necessary consents, authorizations, and approvals required for issuing and selling tokens.

   Disclosure of Information:

   • The Seller shall provide the Purchaser with all relevant information regarding the tokens, the Real Estate assets, including any material risks associated with the investment.
   • The Seller must disclose any changes to the terms and conditions of the Agreement promptly.

   Platform Maintenance:

   • The Seller is responsible for operations with the interactions with Sabai Inc, Platform and any operations with tokens, including their functional reliability.
   • The Seller shall address any technical issues that may arise and inform the Purchaser of any planned maintenance or updates
   • The Purchaser has the right to receive a statement of the current balance of Tokens in his personal account (wallets), as well as the transaction history. The said statement is provided to the Purchaser within 3 (three) days after the corresponding request to the Platform or contacting the Platform technical support.
3. Representations and Warranties by the Seller. The Seller hereby represents and warrants to the Purchaser that the following representations are true and complete as of the Closing unless otherwise indicated.
4. Organization and Qualification. The Seller is an entity validly existing and in good standing under the laws of the State of Panama, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Seller is not in violation or default of any of the provisions of its governing documents.
5. Authorization; Enforcement. The Seller has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby, to issue the SABAI Property Tokens at the Closing and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the Seller and the consummation by it of the transactions contemplated hereby, including the issuance of the SABAI Property Tokens, have been duly authorized by all necessary action on the part of the Seller and no further action is required by the Seller, or the Seller’s members in connection. This Agreement has been duly executed by the Seller and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
6. THE SELLER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES THAT THE PROCESS OF PURCHASING OR RECEIVING THE DIGITAL SABAI Property TokenS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE DIGITAL SABAI PROPERTY TOKENS ARE RELIABLE, CURRENT, MEET YOUR REQUIREMENTS, OR ARE ERROR-FREE, OR THAT DEFECTS IN THE DIGITAL SABAI PROPERTY TOKENS WILL BE CORRECTED. CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE DIGITAL SABAI Property TokenS OR THE DELIVERY MECHANISM FOR SABAI PROPERTY TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
7. TRANSACTIONS USING BLOCKCHAIN TECHNOLOGY, SUCH AS THOSE INVOLVING THE SABAI PROPERTY TOKENS, ARE AT RISK TO MULTIPLE POTENTIAL FAILURES, INCLUDING HIGH NETWORK VOLUME, COMPUTER FAILURE, BLOCKCHAIN FAILURE OF ANY KIND, USER FAILURE, SABAI PROPERTY TOKENS THEFT AND NETWORK HACKING. THE SELLER IS NOT RESPONSIBLE FOR ANY LOSS OF DATA, BITCOIN, ETHER, DIGITAL SABAI PROPERTY TOKENS OR USDC OR USDC COINS, IF DISTRIBUTED, HARDWARE OR SOFTWARE RESULTING FROM ANY TYPES OF FAILURES, THEFT OR HACK.

8. The Purchaser represents and warrants to the Seller that:

   1. The Purchaser has the legal authority to enter into this Agreement and to purchase the Tokens;
   2. The Purchaser has obtained all necessary consents, authorizations, and approvals required to enter into this Agreement and to perform its obligations hereunder;
   3. The Purchaser has sufficient knowledge and experience in financial and business matters to be able to evaluate the risks and merits of purchasing the Tokens;
   4. The Purchaser has conducted its own independent analysis and due diligence with respect to the Tokens and the Seller and has not relied on any representations, warranties, or statements made by the Seller or any third party in connection therewith;
   5. The Purchaser has conducted its own independent investigation and due diligence in connection with the purchase of the Tokens;
   6. The Purchaser is not acquiring the Tokens for any illegal purpose and will not use for illicit activities;
   7. The Purchaser is not a citizen or resident of any country where the purchase or use of the tokens is prohibited by law;
   8. The Purchasers should inform themselves as to the legal requirements and tax consequences within the countries of their citizenship, residence, domicile and place of business with respect to the acquisition, holding or disposition of the Tokens and any foreign exchange restrictions and foreign qualification, filing and reporting obligations that may be relevant thereto;
   9. The Purchaser is acquiring the Tokens for its own account and has a right to distribute or resale thereof on the Platform, in whole or in part;
   10. The Purchaser is aware of the risks associated with the purchase, ownership, and use of the Tokens and is able to bear the economic risk of such purchase and ownership;
   11. The Purchaser is not a resident or citizen of any country or territory subject to comprehensive sanctions by the United States government, including Cuba, Iran, North Korea, Sudan, Syria, or Crimea.
   12. The Purchaser will not transfer SABAI Property Token in the United States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S under the Securities Act (''regulation S") except pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities laws. hedging transactions involving the SABAI Property Tokens may not be conducted unless in compliance with The Securities Act.”
   13. The Purchaser is not a resident of the United States or otherwise a “U.S. Person,” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, and the Purchaser satisfies the requirements described in the Offering for investment pursuant to Regulation S. In case if the Purchaser becomes a resident of the United States or otherwise a “U.S. Person” he is obliged to inform the Seller and/or the Platform about such curcumstances within 5 days from its occurrence by email or Platform chat tool. In case of detection of a violation of the specified provision and in order to avoid negative consequences, the Seller and/or the Platform have the right to unilaterally withdraw the specified tokens from the Purchaser 's possession and not pay him a part of the profit from the date of such withdrawal. In this case, the Purchaser is sent a corresponding notification in the personal account, and the Seller has the right to return the previously paid cost of the tokens. The parties have the right to conduct additional negotiations to resolve this situation.
   14. The Purchaser will not transfer SABAI Property Tokens to the U.S. Person or Market. The Purchaser has not made any prearrangement to transfer any of the SABAI Property Tokens to a U.S. Person or to return any of the SABAI Property Tokens to the United States securities markets (which includes short sales in the United States within the applicable “distribution compliance period,” as defined in Regulation S (hereinafter referred to as the “restricted period”) to be covered by delivery of SABAI Property Tokens) and is not purchasing SABAI Property Tokens as part of any plan or scheme to evade the registration requirements of the Securities Act.

9. Mutual obligations

   Confidentiality:

   • Both parties agree to maintain the confidentiality of any non-public information disclosed during the course of this Agreement.
   • Confidential information includes, but is not limited to, business plans, proprietary technologies, and personal data of the parties involved.

   Dispute Resolution:

   • Both parties agree to resolve any disputes arising from this Agreement through the mediation and arbitration procedures outlined herein.
   • The parties shall participate in good faith in the dispute resolution process and share equally in the costs of mediation and arbitration.

   Amendments to the Agreement:

   • Any amendments to this Agreement must be made in writing and signed by authorized representatives of both parties.
   • Both parties agree to negotiate any amendments in good faith and ensure that any changes comply with applicable laws and regulations.

   Notification of Changes:

   • Both parties agree to notify each other promptly of any changes to their contact information, including email addresses and physical addresses.
   • The parties shall inform each other of any changes to their legal status or other material information that may affect the performance of this Agreement.

10. Purchasing the SABAI Property Tokens the Purchaser agrees that:

    1. 3.10.1 the Purchaser has read all legal disclaimers, Platfrom’s Terms of Use and Platform’s FAQ
    2. 3.10.2 the Purchaser is responsible for participating in voting membership program to manage the property when necessary and that voting is mandatory;

    3. 3.10.3 the Purchaser elect Platform as a representative of the voting membership with limited power to perform the following acts:

       • Signing contractual agreements with property management companies on behalf of the voting membership as agreed on by the voting membership through the terms in the smart contract;
       • Signing closing documents for the successful operations with the property;
       • Transfer of funds from the Seller’s treasury to each Sabai Property tokenholder’s proportional to that Sabai Property token holders entitled portion of benefits ; Transfer of information from any contracted Property Managers to the Membership and transfer information from governance votes from the Membership to any contracted Property Managers;
       • Act as a liaison between the the voting membership, the Sabai INC and the 3rd party property management;
       • Carry out the wishes of the voting membership program;

11. Purchasing the SABAI Property Tokens the Purchaser agrees that:

    Each Sabai Property tokenholder becomes a member of the voting program. Each Sabai Property tokenholder’s membership interest is calculated by dividing the Sabai Property tokenholder’s contribution of digital assets to the Property by the total amount of digital assets contributed to the Property at the time of the vote. Each Sabai Property tokenholder’s voting right is in effect when he/she holds at least one Sabai Property Token of the Real Estate Asset.

    An unauthorized transfer of a Sabai Property tokenholder’s interest could create a substantial hardship for the Seller, the Platform and the third parties. Consequently, the Sabai Property tokenholder’s agree to the restrictions and procedures affecting the ownership and transfer of the Sabai Property token holders' interests as identified in this Agreement. The Sabai Property tokenholder’s acknowledge these restrictions are not intended to penalize, but rather are intended to protect and preserve the existing trust-based relationships, the Purchaser’s and the Seller’s capital, and the ability to continue operations with the Property.

    1. 3.11.1 Voting. The Sabai Property token holders agree that any vote of the membership shall be calculated based on membership interests held by each Sabai Property token holder at the time of the vote. Each Sabai Property token gives for the Purchaser the authority for 1 (one) vote proportional to the total supply of issued tokens. Voting can be initiated by the platform and/or the seller and/or 30% of the total number of token holders. Any vote under this Section may occur, provided a quorum of the membership interests is present for the vote. A quorum exists when a super majority of all membership interests entitled to vote is present. A super majority shall be defined from henceforth as greater or equal to 60% of outstanding voting interests.
    2. 3.11.2 The Sabai Property token holders are authorized to vote about the following affairs:

       1. to make all decisions regarding the Real Estate operations and legal affairs, including but not limited to:

          1. development, sublease, renovation or other disposition of the Property (excluding the sale);
          2. the management of all or any part of the Property;
          3. the employment of persons, firms, or corporations for the operation and management of the the Property;

       2. to execute and deliver:

          1. all contracts, conveyances, assignments, leases, sub-leases, franchise agreements, licensing agreements, management contracts, and maintenance contracts covering or affecting the Property;
          2. all checks, drafts, and other orders for the payment of the Property operation's funds;
          3. all promissory notes, loans, security agreements and other similar documents.
    3. 3.11.3 SMART CONTRACT. The Sabai Property token holders acknowledge and agree that the underlying smart contract that governs the operations of the voting program is___________ released in Polygon blockchain platform. In the event of any conflict between the Agreement and the underlying smart contract, the smart contract will govern. Any time the underlying smart contract is updated or changed, the Seller and the Purchaser shall cause this Agreement to be amended accordingly.

12. If the Purchaser proposes to sell, assign, or otherwise dispose of all or part of the Sabai Property Token, that new Purchaser must comply with the following procedures:

    1. The underlying smart contract must allow for the sale of a dissociating Purchaser’s interest to grant full membership benefits and functionality to the new Purchaser. If the underlying smart contract does not allow for the sale, then the sale or transfer cannot occur. The dissociating Purchaser must disclose to the potential buyer or assignee the transfer restrictions set out in this Agreement.
    2. If the underlying smart contract allows for the transfer and assignment, then the prospective Purchaser will not have all powers of a Purchaser until that prospective Purchaser executes all agreements binding the Members, including this Agreement, with duly executed copies delivered to the Seller.
    3. Upon the departure of the dissociating Purchaser, the new Purchaser shall possess an economic interest (portion of benefits) and rights to participate in voting program from the date of dissociating (sale).
    4. If the Purchaser wants to dispose of all or part of the Sabai Property Tokens stored in his non-custodial wallet, such an operation is possible only if the second party of the transaction is registered on the Platform as the User.
13. If the Purchaser wants to sell SABAI Property token, and does not have a buyer for them, the dissociating Purchaser will offer such Tokens up to all the remaining SABAI Property tokenholders or the Seller. The remaining SABAI Property token holders are permitted to decline to acquire any of the dissociating Purchaser’s tokens The valuation and distribution of the dissociating Purchaser's tokens will be as the SABAI Property token holders agree and as the underlying smart contract permits.

4. Representations and Warranties

1. Offering Materials. The Purchasers have read and understood all of the terms of this Agreement and the Offering related to the SABAI Property Tokens.
2. Investment Purpose. The SABAI Property Tokens to be acquired by the Purchaser are being acquired or will be acquired 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 in violation of the Securities Act. The Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act. The Purchaser does not presently have any contract, undertaking, agreement, or arrangement with any Person to sell, transfer, or grant participation to such Person or to any third Person with respect to any of the SABAI Property Tokens in violation of the Securities Act. The Purchaser has not been formed for the specific purpose of acquiring the SABAI Property Tokens.
3. Reliance on Exemptions. The Purchaser understands that the SABAI Property Tokens are being offered and sold to it as not a security token and in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws or any other domestic or foreign legislation and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the SABAI Property Tokens.
4. Information. The Purchaser and its advisors, if any, have been furnished with the Offering Materials and have considered all factors the Purchaser deems material in deciding on the advisability of investing in the SABAI Property Tokens. The Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of the Company and to obtain additional information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
5. No Reliance. The Purchaser acknowledges that in making a decision to purchase the SABAI Property Tokens, the Purchaser has relied solely upon this Agreement and the other Offering Materials and independent investigations made by the Purchaser. Other than the Offering Materials, the Purchaser is not relying on and may not rely on any oral or written statements made by the Company or its representatives or any oral statements by or any written materials prepared by the Company or any of its representatives for purposes of making a decision to purchase the SABAI Property Tokens. The Purchaser acknowledges that the Offering materials shall not be considered investment advice or a recommendation by the Seller or any of its affiliates, and that neither the Seller nor any of its affiliates is acting or has acted as an adviser to the Purchaser in deciding to purchase the SABAI Property Tokens. The Purchaser is also not relying on the Seller for advice with respect to the legal, tax, and other factors involved in this purchase and understands that the Purchaser is solely responsible for reviewing the legal, tax, and other considerations involved with purchasing the SABAI Property Tokens with its own legal, tax and other advisers.
6. No Governmental Review. The Purchaser understands that no domestic or foreign government or governmental agency has passed upon or made any recommendation or endorsement of the SABAI Property Tokens.
7. No Guarantees. Neither the Seller, the Seller member, nor any of their affiliates has made any guarantees (whether written or oral) to the Purchaser (i) regarding the current or future value of the SABAI Property Tokens, or (ii) that the past business performance and experience of the Seller’s Management will in any way predict the current or future value of the SABAI Property Tokens.
8. Delivery of Purchaser Information. Within five (5) days after receipt of a written request from the Seller’s designated agent, the Purchaser will provide such information and deliver such documents as may reasonably be necessary to comply with any and all laws and ordinances to which the Seller is subject and to carry out the purposes of this Agreement. The Purchaser further agrees that the Seller may, in its sole discretion, refuse to sell it any SABAI Property Tokens if, among other things, the Purchaser refuses to comply with this provision.
9. Purchaser Provided Information. Any information which the Purchaser has heretofore furnished or is furnishing herewith to the Seller is true, complete, and accurate and may be relied upon by the Seller , in particular, in determining the availability of an exemption from registration under federal and state securities laws in connection with the Offering. The Purchaser further represents and warrants that it will notify and supply corrective information to the Seller immediately upon any change therein occurring prior to the Seller’s issuance of the SABAI Property Tokens.
10. Authorization; Enforcement. This Agreement: (i) have been duly and validly authorized by the Purchaser, (ii) has been duly executed and delivered by or on behalf of the Purchaser, and (iii) will constitute, upon execution and delivery by the Purchaser and the Seller, the valid and binding agreement of the Purchaser enforceable in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
11. Residency. If the Purchaser is an individual, then the Purchaser resides in the state or province identified on the Signature Page as the address for the Purchaser. If the Purchaser is a partnership, corporation, Limited Liability Company, or other entity, then the office or offices of the Purchaser identified on the Signature Page as the address of the Purchaser are the location of its principal place of business, and such entity is duly organized in its state of formation.
12. Investment Experience. The Purchaser is aware of the Seller’s business affairs and financial condition and has obtained sufficient information about the Seller to reach an informed decision to purchase the SABAI Property Tokens. The Purchaser is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of companies in private placements in the past, and, with its representatives, has such knowledge and experience in financial, tax, and other business matters as to enable the Purchaser to utilize the information made available by the Seller to evaluate the merits and risks of and to make an informed investment decision with respect to, the proposed purchase of the SABAI Property Tokens, which represents a speculative investment. The Purchaser can bear the economic risk of an investment in the SABAI Property Tokens and can afford a complete loss of such investment.
13. Risks of Investment. The Purchaser is solely responsible for reviewing, understanding, and considering (and has reviewed, considered, and understands) the risks relating to an investment in the SABAI Property Tokens, including, without limitation, those described in the Offering documents. The Seller’s operations, financial condition, and results of operations could be materially and adversely affected by any one or more of those risks, as could the underlying value of each Purchaser's SABAI Property Tokens, which may lead to the SABAI Property Tokens losing all value. The Purchaser acknowledges and accepts that material risks are associated with purchasing the SABAI Property Tokens, holding the SABAI Property Tokens, and using the SABAI Property Tokens, as more fully disclosed and explained in the token offering documents.
14. The SABAI Property Tokens are subject to substantial legal and contractual restrictions on transferability. There will initially be no public market for the SABAI Property Tokens, and no public market may ever develop. The sale of the SABAI Property Tokens to Purchasers will be made without registration under the Securities Act of 1933, as amended (the "Securities Act''), in reliance upon the exemption from securities registration afforded Regulation S (“Regulation S”) each promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act, only to Purchasers who are persons who are not residents of the United States and who are not “U.S. Persons'' as defined in Regulation S. The SABAI Property Tokens may not be offered or sold, or resold, in the United States absent registration or the availability of an exemption from the registration requirements under the Securities Act.
15. No Public Market. The Purchaser understands that no public market now exists for the SABAI Property Tokens and that the Seller has made no assurances that a public market will ever exist for the SABAI Property Tokens. Purchaser understands that the Seller makes no guarantees that Purchaser will be able to resell SABAI Property Tokens, or as to its future value and that no market liquidity may be guaranteed and that the value of SABAI Property Tokens over time may experience extreme volatility or depreciate in full. The Seller is not and shall not be responsible for or liable for the market value of SABAI Property Tokens, the transferability or liquidity of SABAI Property Tokens or the availability of any market for SABAI Property Tokens through third parties or otherwise, including but not limited to algorithmic decentralized exchanges.

5. Disclaimer of Warranties

1. Except as expressly outlined in this agreement, the Seller makes no warranties or representations of any kind, whether express, implied, statutory, or otherwise, including without limitation any warranties.
2. The Seller disclaims all representations and warranties that the process of purchasing or receiving the digital tokens will be uninterrupted or error-free, or that the digital tokens are reliable, current, meet your requirements, or are error-free, or that defects in the digital tokens will be corrected and cannot and do not represent or warrant that the digital tokens or the delivery mechanism for tokens are free of viruses or other harmful components.

6. Limitation of Liability

1. In no event shall the Seller, Platform, Sabai INC or its affiliates be liable for any direct, indirect, incidental, special, or consequential damages arising out of or in connection with the purchase or use of the tokens.
2. No third party (which was not mention in the Agreement and Terms of Use) will have, as a result of the transactions contemplated by this Agreement, any valid right, interest, or claim against or upon the Seller or the Purchaser for any commission, fee, or other compensation pursuant to any agreement, arrangement, or understanding entered into by or on behalf of the Purchaser.
3. Decentralised Governance. The Purchaser confirms that they understand that in case if, after this Agreement is signed, the Seller and/or Sabai INC is transformed into a DAO legal entity or the obligations about the Sabai Property Tokens will be сonceded to a DAO legal entity, the governance of the Sabai Property Token and this legal entities (including governance over SABAI Property Tokens) becomes fully decentralised and the Seller shall have no organisational and technical capacity to influence it. The Seller therefore is not responsible for the results of voting procedures within the DAO and any consequences it might have for the Purchaser and the Purchaser specifically acknowledges that they accept it.

7. Risks

1. The Purchaser acknowledges and understands that investing in real estate tokens involves certain risks, including but not limited to market risks, regulatory risks, liquidity risks, and technology risks. The purchaser acknowledges that the value of the tokens may be highly volatile and may fluctuate based on a variety of factors, including but not limited to market conditions, global economic factors, and changes in applicable laws and regulations. The purchaser further acknowledges that there may be limited liquidity in the market for the tokens and that it may be difficult to sell or transfer the tokens in the future. The purchaser agrees to assume all such risks and acknowledges that the seller has not made any guarantees or representations as to the future value or performance of the tokens.
2. Risk is an inherent part of any investment, and the purchase of real estate tokens is no exception; the Purchaser of the SABAI Property Tokens should understand the following risks associated with investing in real estate tokens:
   • Market risk: The value of real estate tokens can be highly volatile and fluctuate based on market conditions, global economic factors, and changes in applicable laws and regulations. The Purchaser acknowledges that market volatility may result in the loss of the entire investment.
   • Liquidity risk: There may be limited liquidity in the market for real estate tokens, which means that it may be difficult to sell or transfer tokens in the future. The Purchaser understands that the tokens may not be easily convertible to cash or other assets. The resale of tokens may be subject to restrictions imposed by applicable securities laws and regulations (resale restrictions). The Purchaser may face challenges in finding buyers for the tokens due to these regulatory constraints.
   • Regulatory risk: The regulatory landscape surrounding real estate tokens is still evolving, and there is a risk that regulators may impose restrictions or rules that could impact the market for the tokens. The Purchaser acknowledges that changes in regulations may impose additional compliance costs or restrictions on the use and transfer of tokens.
   • Legal compliance risk: The Purchaser is responsible for ensuring compliance with all applicable laws and regulations in their jurisdiction, including securities laws and tax obligations. Non-compliance with legal requirements may result in penalties, fines, or legal action against the Purchaser.
   • Technology risk: Real estate tokens rely on blockchain technology to function, and there is a risk that the technology may fail or be subject to cyberattacks, which could result in the loss of value or theft of the tokens.
   • Counterparty risk: Real estate tokens may be issued by a third party, and the issuer may default on its obligations, leading to a loss of value for the tokens. The Purchaser acknowledges that their investment is dependent on the performance and reliability of the issuing entity.
   • Legal risk: There may be legal challenges to the ownership and transfer of real estate tokens, which could impact their value and liquidity. The Purchaser acknowledges that legal disputes may arise, affecting their rights and interests in the tokens.
   • Operational risk: Real estate tokens may require ongoing management and maintenance, and operational issues could impact their value or performance.
   • Concentration risk: Investing in real estate tokens may involve concentrating risk in a single asset or property, which could result in a significant loss if the property underperforms or declines in value.
3. Smart contracts are subject to limitations. Smart contract technology is still in its early stages of development and carries significant operational, technological, regulatory, reputational, and financial risks. Smart contracts may not be fit for the purpose intended by the Platform and may contain flaws, vulnerabilities, or other issues that may cause technical problems.
4. Natural disasters, periods of economic slowdown or recession, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur could result in a general decline in rents.
5. Environmental laws also may impose restrictions on real estate property may be used, or businesses may be operated, and compliance with those restrictions may require substantial expenditures. Environmental laws provide for sanctions in the event of noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles govern the presence, maintenance, removal, and disposal of certain building materials, including mold, asbestos, and lead-based paint. The cost of defending against such claims of liability, of compliance with environmental requirements, of remediating any contaminated property, or of paying personal injury claims could materially adversely affect Seller's business, assets or results of operations and, consequently, its ability to satisfy its financial obligations to SABAI Property Tokens.
6. A decrease in the price of a single blockchain asset may cause volatility in the entire industry and may affect other blockchain assets, including SABAI Property Tokens.
7. It's important to remember that this is not an exhaustive list, and there may be additional risks associated with investing in real estate tokens. The Purchaser of the SABAI Property Tokens must conduct thorough research and seek professional advice before investing in any new asset class that they believe is unfamiliar to them.

8. Taxation

1. Purchaser understands that it bears the sole responsibility to determine if the transfer of any cryptocurrency to the Seller , ownership of the SABAI Property Tokens, the potential appreciation or depreciation in the value of the SABAI Property Tokens over time, the purchase of the SABAI Property Tokens and/or any other action or transaction related to the Seller has any tax implications; by holding the SABAI Property Tokens, and to the extent permitted by law, Purchaser agrees not to hold the Seller and/or any third party liable for any tax liability associated with or arising from the ownership of the SABAI Property Tokens or any other action or transaction related to the Seller or its affiliates. Further, the Purchaser agrees to comply with any applicable tax obligations in its jurisdiction arising from purchasing SABAI Property Tokens and distributing USDT (or similar) stable coins, if any.
2. Purchasers may reside in various tax jurisdictions worldwide. To the extent that there are changes to tax laws or tax reporting obligations in any of these jurisdictions, such changes could adversely impact our clients' ability and/or willingness to purchase interests in real estate property. Purchaser;s failure to assess or pay the correct amount of tax on a transaction may expose us to claims from tax authorities.
3. Purchasers are urged to consult their tax advisor regarding the application of the income tax laws to their particular situation and any tax consequences of the purchase, ownership, and disposition of the profit arising under the federal estate or gift tax rules, under the laws of any local or foreign taxing jurisdiction, or under any applicable tax treaty.
4. Each prospective Purchaser should consult their own tax advisor regarding the particular federal, state, local and foreign tax consequences, if applicable, of purchasing, holding and disposing of the SABAI Property tokens and portion of income, including the consequences of any proposed change in applicable laws. It is not tax advice.

9. Anti-Money Laundering Obligations

1. To ensure compliance with applicable statutory requirements relating to anti-money laundering and anti-terrorism initiatives, the Seller reserves the right to request such evidence as is necessary to verify the identity, address and source of funds from all Purchasers of SABAI Property Tokens.

   Depending on the circumstances of each Purchaser, as applicable, and the anti-money laundering policies and procedures of the Seller or any third-party administrator that may perform anti-money laundering (“AML”) and know-your-customer (“KYC”) compliance on behalf of the Seller if utilized by the Seller , a more detailed verification might be required.

   The Seller and the Platform establish the identity of the Purchaser with respect to a relationship or transaction by relying on verification conducted by SHUFTY PRO or other third party KYC provider in accordance with the applicable law and ensuring that, where reliance is placed on an independent data source, the source, scope and quality of the data received is reasonably acceptable. The whole AML Policy can be written here.

   The Seller and the Platform will ensure that they have a reasonable belief that they know the true identity of Purchasers based on the risk by using risk-based procedures to verify and document the accuracy of the information we receive about Purchasers. When appropriate documents are available, the Seller will use them to verify the Purchaser’s identity. Given the increased prevalence of identity fraud, the Seller will supplement the use of documentary evidence with the non-documentary methods as needed.

2. Where the Seller or the Platform:
   • discovers or suspects, upon subsequent verification, that the Purchaser is or may be involved in money laundering or terrorist financing;
   • fails to secure the full cooperation of the Purchaser in carrying out or completing its or his or her verification; or
   • is unable to carry out the required Purchaser due diligence or, as the case may be, enhanced customer due diligence, requirements, the Seller shall:
   • terminate the agreement; and
   • has a right to submit a report to government bodies outlining his or her discovery or suspicion regarding conduct of the Purchaser, which raises concerns regarding money laundering or terrorist financing.
3. Further, Purchaser is not, none of Purchaser, any Person controlling or controlled by Purchaser, if Purchaser is a privately-held entity, any Person having a beneficial interest in Purchaser, or any Person for whom Purchaser is acting as agent or nominee in connection with the purchase of Tokens, is:
   1. a citizen or resident of a geographic area in which the purchase of SABAI Property Tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act;
   2. a citizen or resident of, or located in, a geographic area subject to U.S. or other sovereign country sanctions or embargoes.
   3. an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List, or an entity in which one or more Specially Designated Nationals own in the aggregate, directly or indirectly, a fifty percent (50%) or greater interest and you will not use the Tokens to conduct or facilitate transactions with such Persons described above;
   4. purchasing SABAI Property Tokens from countries or regions comprehensively sanctioned by the US Office of Foreign Assets Control (including countries and regions currently sanctioned, such as the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria), or on behalf of governments of these countries or regions, nor will you use the SABAI Property Tokens to conduct or facilitate any transactions with Persons located in these countries or regions;
   5. from a country, territory, entity, or individual named on an Office of Foreign Assets Control (“OFAC”) list or a Person prohibited under the programs administered by OFAC (“OFAC Programs”). Please be advised that the Seller may not accept any payment amounts from a prospective Purchaser of Tokens if such Purchaser cannot make the representation outlined in the preceding sentence. You agree to promptly notify the Seller if you become aware of any change in the information outlined in any of these representations. You are advised that, by law, the Seller may be obligated to “freeze the account” of any Purchaser, either by prohibiting additional purchases from it, declining any redemption requests, and/or segregating the assets in the account in compliance with governmental regulations, and that the Seller may also be required to report such action and to disclose such Purchaser’s identity to OFAC;
   6. a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure, as a politically exposed person (PEP, an individual with a high profile political role, or someone who has been entrusted with a prominent public function).

10. Governing Law and Jurisdiction

1. This Agreement shall be governed by and construed in accordance with the laws of the State of Panama.
2. Any dispute, controversy, or claim arising out of or in connection with this Token Purchase Agreement, or the breach, termination, or invalidity thereof, shall be settled by peaceful negotiations between the parties. If the parties are unable to resolve the dispute through negotiation within sixty (60) days after a party has delivered written notice of the dispute to the other party, either party may initiate mediation by submitting a written request to the International Chamber of Commerce (ICC) for the appointment of a mediator. The mediator shall be appointed in accordance with the ICC Mediation Rules in force at the time of the request for mediation, and the mediation shall take place in accordance with those Rules. The parties agree to participate in good faith in the mediation process and to share equally the mediation costs.
3. Suppose the dispute is not resolved by mediation within sixty (60) days after the appointment of the mediator or such a longer period as the parties may agree in writing. In that case, the dispute shall be resolved by arbitration in accordance with the ICC Rules of Arbitration in force at the time of the request for arbitration. The arbitral tribunal shall consist of one arbitrator appointed in accordance with the ICC Rules of Arbitration. The arbitration may be conducted in person or virtually, at the discretion of the arbitral tribunal, or as agreed upon by the parties. The language of the arbitration shall be English. The arbitral tribunal shall have the power to award any relief that could be awarded by a court of law or equity, provided that the decision of the arbitral tribunal shall be final and binding upon the parties.
4. The parties agree that this dispute resolution clause shall survive the termination or expiration of this Token Purchase Agreement.
5. Compliance with Foreign Laws. The Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of the jurisdiction in which it resides in connection with its subscription for the SABAI Property Tokens, including (i) the legal requirements within its jurisdiction for the purchase of the SABAI Property 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 SABAI Property Tokens. The purchase and payment for and continued beneficial ownership of the SABAI Property Tokens will not violate any applicable securities or other laws of the Purchaser’s jurisdiction, as per APPENDIX A of this agreement.

11. Force majeure

1. For the purposes of this Agreement, "Force Majeure" shall mean any event or circumstance beyond the reasonable control of either party that prevents or delays the performance of their obligations under this Agreement. Such events may include, but are not limited to, natural disasters (such as earthquakes, floods, or hurricanes), acts of God, war, terrorism, pandemics, civil disturbances, governmental actions, changes in law or regulations, strikes, lockouts, and other labor disputes, or failures of public infrastructure (such as power outages or interruptions in telecommunications).
2. Suppose a party is prevented, hindered, or delayed from performing any of its obligations under this Agreement due to a Force Majeure event. In that case, that party shall be excused from such performance to the extent and for the duration of the Force Majeure event, provided that the affected party:
   • Promptly notifies the other party in writing of the occurrence of the Force Majeure event, describing the nature of the event and its anticipated impact on the performance of obligations.
   • Takes all reasonable steps to mitigate the effects of the Force Majeure event and to resume performance of its obligations as soon as practicable.
3. If the Force Majeure event continues for a period exceeding ninety (90) days, either party may terminate this Agreement by providing written notice to the other party. Such termination shall be without prejudice to the rights and obligations of the parties that have accrued prior to the date of termination.
4. The provisions of this Force Majeure clause are in addition to, and not in substitution for, any other rights or remedies available to the parties under this Agreement or applicable law.
5. The obligations to make payments of any sums due under this Agreement shall not be excused by a Force Majeure event, except where the Force Majeure event directly prevents the processing or transfer of such payments.
6. Each party shall use its best efforts to mitigate the effects of any Force Majeure event, including seeking alternative means of performance not affected by the Force Majeure event, if possible.

12. Miscellaneous

1. By purchasing the tokens, Purchasers agree to be bound by this Agreement. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, a copy of this Agreement will be stored in Purchaser’s account on the Platform for your future reference. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature e.g., www.docusign.com), or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
2. Indemnification. The representations, warranties, and covenants made by the Purchaser herein shall survive the Closing under this Agreement. The Purchaser agrees to indemnify and hold harmless the Seller, the Seller’s staff and their respective officers, directors and affiliates, and each other person, if any, who controls the Seller, the Platform, against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against such claim based upon or substantially caused by any false representation or warranty or breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser herein or in any other document furnished by the Purchaser to any of the foregoing in connection with this Offering.
3. Successors and Assigns. This Subscription Agreement may not be assigned by a party hereto without the Seller's prior written consent. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective authorized successors and assigns any rights, remedies, obligations, or liabilities under or because of this Agreement.
4. Further Assurances. At any time or from time to time after the Effective Date, the parties hereto agree to cooperate with each other and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other parties hereto may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to carry out the intent of the parties otherwise hereunder.
5. Notices. All notices, requests, demands, and other communications required or permitted under this Token Purchase Agreement shall be in writing and deemed to have been duly given and received when sent by email to the email address provided by the respective party. Any notice sent by email shall be deemed received upon confirmation of receipt. Each party may change its email address for notices by providing written notice of the change to the other party in accordance with this clause.