Public Token Purchase Offer Agreement

Offer Date: 01.03.2022

This Public Token Purchase Offer Agreement (“Agreement”) is executed between:

Citizen of Latvia Artjoms Tarasenoks, Latvian passport LV6272569, issued on 03/06/2021, tax number 220991-11496 (hereinafter referred to as the "Seller"), and [•••••••] (hereinafter referred to as the "Buyer"), collectively referred to as the “Parties” and individually as a “Party,”

WHEREAS: 

A)    The Seller is the legal and beneficial owner of authorized tokens/rights to tokens (“Tokens”) in the Capella Finance project (hereinafter referred to as the ‘Project’), which is run by Capella Finance (the “Corporation”);

B)    Tokens are utility tokens of the Project with corresponding rights that are granted to the owner of the Tokens in the Project;

C)    The Seller is the founder and CEO of the Corporation and, accordingly, manages, organizes, controls, and fully conducts the Project, owns all information about the Project and its status, and is responsible for the results of the Project;

D)    The Seller wishes to sell to the Buyer, and the Buyer wishes to purchase from the Seller, Tokens under the terms of this Agreement;

The parties have entered into this Agreement as follows:

1.    Terms and Conditions

1.1.    Under the terms of this Agreement, the Seller sells to the Buyer, and the Buyer purchases from the Seller [•••••••] Tokens at a purchase price of [•••••••] US Dollars per 1 token, with a total price for the Tokens of [•••••••] US Dollars (“Purchase Price”).

1.2.    Within 10 business days from the date of execution of this Agreement, the Buyer undertakes to pay the Seller the Purchase Price (in USDT) to the wallets provided by the Seller, including, but not limited to, the following wallets: 

TXpzfhwN8SEadFEDuf4Y7iPE4ZhRzGYmRJ; TUWntXZBgrZ6sv7rGynLj8sq8jhudG2Rym; TWEDd9763maGarr8PE1V0BtHbmpwEZKyTf; TSHWhwCJovNmoZhiuYh6RFRr3b7FuLjLx4; Oxb1C41577aE7054A71508a354039B26D0d23a30dB; or to the following Seller's bank account for payment of Tokens in the equivalent of Euros: CH8008515031400952002 at BANK JULIUS BAER & CO. LTD. The Parties have agreed that the Seller may provide other wallets for payment via email or other electronic means of communication (messengers, etc.), and that third parties may execute payments on behalf of the Buyer and/or payments may be made from third-party accounts/wallets. The Parties hereby agree that such settlements shall be deemed proper and in accordance with the terms of the Agreement.

1.3.    The Seller undertakes to ensure the listing of the Tokens on one of the following cryptocurrency exchanges: Bitmart, Probit, Lbank, Quickswap, Apeswap, or on any other centralized (CEX) or decentralized (DEX) cryptocurrency exchange within [•••••••] months from the date of execution of this Agreement, i.e. no later than [•••••••], and to notify the Buyer on the day of such listing. The Seller shall also provide the Buyer with accurate and correct instructions regarding the subsequent transfer of the Tokens to the Buyer.

1.4.    The Seller undertakes to transfer the Tokens to the Buyer within 3 (three) days from the date the Tokens are admitted for listing on a centralized (CEX) or decentralized (DEX) cryptocurrency exchange, but in any event no later than [•••••••].

1.5.    The Seller undertakes, within no later than [•••••••] calendar months from the date of execution of this Agreement, to ensure an official valuation of the fair market value of the Tokens and the Project’s capitalization. Such valuation must be conducted by an independent and reputable specialized organization included in the list of internationally recognized valuation or analytical firms, including: PricewaterhouseCoopers (PwC), Deloitte, Ernst & Young (EY), KPMG, Messari, Delphi Digital, TokenInsight. The valuation shall be provided to the Buyer in written form and must include: the rationale for the valuation methodology used, information regarding the applied tokenomics, and a conclusion regarding the fair market value of the Tokens and the current market capitalization of the Project.

1.6.    In the event that the Seller fails to fulfill the obligations set forth in Clauses 1.3 and 1.4 by [•••••••], the Seller shall be obligated by [•••••••] to purchase PAX Gold (PAXG) tokens, issued by Paxos Trust Company, officially identified by the smart contract address on the Ethereum network (ERC-20): 0x45804880De22913dAFE09f4980848ECE6EcbAf78, on the Binance exchange for the full amount of the Purchase Price, and take all necessary steps to transfer the specified tokens to the Buyer by [•••••••].

1.7.    In the event of the Seller’s failure to perform and/or improper performance of the obligations set forth in Clause 1.6 of this Agreement, the Seller shall, within 10 days, refund to the Buyer an amount in USDT calculated as follows: the volume of PAXG tokens that could have been purchased on the Binance exchange at the purchase price as of 12:00 UTC on [•••••••], according to the Binance historical trading data, multiplied by the market price of PAXG tokens on the Binance exchange as of 12:00 UTC on the date of the actual refund. In addition, interest at the rate of 14% (fourteen percent) per annum shall accrue on the Purchase Price from the date the Seller received the Purchase Price until the date of its full repayment to the Buyer.

1.8.    The Parties confirm that the Seller’s obligation to purchase PAXG tokens (Clause 1.6) and the calculation of the refund amount based on their market value (Clause 1.7) are recognized by the Parties as a proper method of performance and an agreed mechanism for minimizing the Buyer’s losses, and compensation for the loss of investment benefit and protect against asset devaluation. The Seller acknowledges that such calculation is fair and proportionate, given his status as the CEO of the Project and his full responsibility for the Project’s results and their transferring to the Buyer.

2.    Representations and Warranties

2.1.    The Seller unconditionally and irrevocably represents and warrants that, as of the date of execution of this Agreement and/or the transfer of the Tokens to the Buyer:

a)    The Tokens have been duly generated in accordance with the terms of a valid and functioning smart contract deployed on a public blockchain network.

b)    The smart contract under which the Tokens were issued is fully deployed and functions without any material errors, vulnerabilities, or limitations that may affect the circulation or usability of the Tokens.

c)    The Tokens are listed and freely tradable on at least one centralized (CEX) or decentralized (DEX) cryptocurrency exchange that provides publicly accessible data regarding trading activity.

d)    The Tokens participate in public transactions visible through blockchain explorers (e.g., Polygonscan, Etherscan), and transaction history is verifiable by third parties.

e)    The Tokens have a determinable market value, confirmed by at least two independent publicly available sources such as CoinMarketCap, CoinGecko, CoinPaprika, or other reputable platforms.

f)    The market capitalization of the Project and the Tokens in aggregate, calculated based on the current market price of the Tokens at any given time, shall not fall below USD 6,000,000.00 (six million United States dollars);

g)    The Tokens are freely transferable, exchangeable, and tradable, not subject to any liens, encumbrances, third-party rights, or legal restrictions, and may be used in payment or other economic transactions.

h)    The transfer of the Tokens under this Agreement does not breach any applicable law, internal project policies, or token issuance terms.

i)    The Seller is the legal owner of the Tokens, has full right and authority to transfer them, and the Tokens are not subject to any liens, pledges, attachments, or encumbrances.

2.2.    The Seller further unconditionally and irrevocably represents and warrants that, as of the date of execution of this Agreement and/or the transfer of the Tokens to the Buyer:

a)    Corporation is a duly organized and validly existing legal entity under applicable laws, and is not subject to liquidation, bankruptcy, suspension, or any other proceeding that may affect its operations.

b)    All information regarding the Tokens published on the official Project website is true, accurate, and reflects the actual status of the project as of the date of this Agreement.

c)    Corporation is actively engaged in economic and/or technical activities related to the project, including maintenance, updates, and development of the token ecosystem.

d)    Corporation has not made, and does not intend to make, any changes to the key parameters of the Tokens – such as total supply, allocation, purpose, or transferability – that could materially affect the Tokens’ value or liquidity

e)    To the best of the Seller's knowledge, there are no pending or threatened legal or administrative proceedings, claims, investigations, or sanctions against the Issuer that could adversely impact the Tokens or the project.

f)    The issuance and distribution of the Tokens by the Issuer are conducted in accordance with applicable laws and do not infringe any third-party rights, including regulatory obligations.

2.3.    Each of the Representations or Warranties shall be separate and independent and, save as expressly provided to the contrary in this Agreement, shall not be limited by reference to any other warranty or anything in this Agreement.

3.    Lockup/Vesting

3.1.    25% of the Project’s Tokens shall be available for trading from the first day of their listing on a cryptocurrency exchange. The remaining 75% shall be released (“unlocked”) linearly over the following 12 months after the listing date.

4.    Liability

4.1.    A breach of any of the representations and warranties set forth in Article 2 of this Agreement shall be deemed a material breach of this Agreement and shall entitle the Buyer to unilaterally terminate the Agreement and demand a full refund of all amounts paid, including the application of any penalties and sanctions provided for in this Agreement.

4.2.    From the moment the Seller’s obligations stipulated in Clause 1.7. of this Agreement arise and until their full performance, the Seller shall additionally be obliged to pay a penalty in the amount of 0.45% (zero point forty-five percent) of the outstanding amount for each calendar day of delay.

4.3.    The payment of interest and penalties under this Agreement shall not release the Seller from the obligation to compensate the Buyer for all incurred damages, including lost profits, as well as to reimburse all court costs, attorney’s fees, and legal expenses incurred by the Buyer in connection with the Seller’s improper performance of its obligations under this Agreement and/or breach of any of the representations and warranties set forth in Article 2 of this Agreement, and the recovery of the outstanding amount, regardless of whether the court has ruled on the recovery of such costs.

4.4.    The Sellers hereby,  warrant, undertake and guarantee to the Buyer that he shall indemnify the Buyer fully on demand in respect of any losses incurred, suffered or sustained by the Buyer under this Agreement connected with breach of any part of the Representations and Warranties provided by Seller and/or failure of the Seller to fulfill his obligations under this Agreement. 

4.5.    Without prejudice to any other rights or remedies which a Party may have, each Party acknowledges and agrees that damages alone are not an adequate remedy for breach of the provisions of this Agreement and, accordingly, agrees that each other Party shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of a Party’s obligations in this Agreement, without proving special damages.

5.    Notifications

5.1.    The Seller undertakes to promptly and/or within the timeframes stipulated by this Agreement, provide any current and material information regarding the Project, including, but not limited to, progress of the Project development, subsequent investments, listing on cryptocurrency exchanges, and any significant changes in the project plans.

5.2.    Unless otherwise provided in this Agreement, any notice, demand, or other communication (hereinafter referred to as the “Notice”) which any Party is required to send pursuant to or in connection with this Agreement shall be made in writing and signed by the Party or its authorized representative. Any such Notice shall be delivered: (a) by personal delivery; or (b) sent by first-class prepaid mail with simultaneous notification to the recipient by email at the following addresses and details (or as updated by written Notice from each Party):

Seller: Artjoms Tarasenoks

E-mails: tarasenoks@bosnart.ch;

tarasenoksbosnart@ya.lv 

tarasenoks@bosnart.lv 

Telephone: +371 263 35983‬; +37120526506

Buyer: [•••••••]

Address: [•••••••]

E-mail: [•••••••]

Telephone: [•••••••]

6.    Miscellaneous

6.1.    This Agreement shall enter into force on the date of its signing by the Parties. All prior agreements, negotiations, and correspondence between the Parties relating to the subject matter of this Agreement that contradict the terms of this Agreement shall become null and void upon the conclusion of this Agreement.

6.2.    If any provision of this Agreement is found to be unenforceable for reasons beyond the control of the Parties or is declared invalid as a result of a final decision by a competent court, all other provisions of this Agreement shall remain in full force and effect, and the unenforceable or invalid provision shall be replaced by a valid and enforceable provision that achieves, to the greatest extent possible, the original intent and purpose of the unenforceable or invalid provision.

6.3.    This Agreement is executed in both English and Russian languages. In the event of any discrepancies in the interpretation of the text, the English version shall prevail.

6.4.    This Agreement may be executed in any number of counterparts by the Parties separately, each of which shall be deemed an original of this Agreement, but all counterparts together shall constitute one and the same instrument.

6.5.    The Parties agree that the Agreement may be exchanged in electronic form via any electronic communication channels, including, but not limited to, email and other electronic document exchange services supported by both Parties.

6.6.    A copy of the signed Agreement, which are transmitted by email or other means of electronic transmission, shall have the same legal force and effect as the originals for all purposes.

6.7.    The aforementioned documents may be submitted to judicial authorities as proper evidence and cannot be unilaterally rejected by the Party on whose behalf such communications were sent.

7.    Governing Law and Dispute Resolution

7.1.    This Agreement and any non-contractual obligations arising out of or in connection with it, as well as any notices, consents, and waivers granted pursuant to this Agreement, shall be governed by the laws of the Republic of Latvia.

7.2.    All disputes or claims arising out of or in connection with this Agreement, including disputes concerning its validity, breach, termination, or nullity, shall be finally resolved in accordance with the applicable laws of the Republic of Latvia by the competent courts of the Republic of Latvia.

8.    Severability

If any term of the present Agreement is held invalid or unenforceable by a court of competent jurisdiction, then the Agreement, including all other terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

9.    Headings in the Agreement

The headings in the present Agreement are for convenience only, do not represent any rights or obligations of any party, and do not modify any terms of the Agreement.

10.    Signatures of the Parties

By affixing their signatures on the Agreement, the Parties acknowledge that they understand the content, meaning and legal consequences of the present Agreement, they are fully aware of the obligations and risks assumed under the present Agreement, and they acknowledge this agreement as correct, mutually beneficial and consistent with their true will.

Date: [•••••••]

(Artjoms Tarasenoks – the Seller)

([•••••••]- the Buyer)