Token Purchase Agreement

InfinityBlockchain (IB) Token

Version 1.0 — Effective May 1, 2026
Important Legal Document — Read Carefully

⚠ IMPORTANT: THIS AGREEMENT CONTAINS IMPORTANT LEGAL INFORMATION. READ CAREFULLY BEFORE PURCHASING IB TOKENS. BY COMPLETING THE PURCHASE PROCESS AND CHECKING THE CONFIRMATION BOXES IN THE PLATFORM, YOU AGREE TO BE BOUND BY THIS AGREEMENT.

PRELIMINARY NOTICE — SECURITIES LAW: THE IB TOKEN IS STRUCTURED AS A PROFIT-PARTICIPATION DIGITAL ASSET AND MAY BE CLASSIFIED AS A SECURITY IN VARIOUS JURISDICTIONS. THIS OFFERING HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, THE EU PROSPECTUS REGULATION, OR ANY OTHER JURISDICTION’S SECURITIES LAWS. IB TOKENS ARE OFFERED EXCLUSIVELY PURSUANT TO AVAILABLE EXEMPTIONS FROM REGISTRATION, INCLUDING U.S. REGULATION D (RULE 506(c)) FOR ACCREDITED INVESTORS AND/OR REGULATION S FOR NON-U.S. PERSONS. PARTICIPATION IS SUBJECT TO ELIGIBILITY VERIFICATION.

1. Parties

Issuer / Company

  • InfinityBlockchain LLC, a Limited Liability Company registered in Wyoming, USA (Entity No. 2025-001729858)
  • Address: 30 N Gould St STE R, Sheridan, WY 82801, United States
  • Email: contact@infinityblockchain.io

Purchaser

The individual or entity completing the token purchase through the Platform at infinityblockchain.io

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.
  • 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

3.1 Sale Period

  • Start Date: May 1, 2026
  • End Date: March 28, 2027 (subject to extension or earlier termination at the Company’s sole discretion)
  • Total Supply: 1,000,000 IB Tokens (fixed, no additional minting)
  • Soft Cap: 600,000 IB Tokens (internal planning reference only; not a binding commitment)

3.2 Indicative Pricing Schedule

Pricing phases are internal planning references only. They do not constitute valuation statements, price guarantees, or market expectations. The Company reserves the right to modify pricing at any time.

Phase Period Reference Price (USD)
Early PhaseMay 2026$5.00
Mid PhaseJuly 2026$8.00
Later PhaseOctober 2026$10.00
Final PhaseJanuary 2027$15.00

3.3 Payment

  • Purchases are denominated and settled exclusively in USD.
  • Payment methods accepted: Credit/Debit Card (via Stripe) and USDC cryptocurrency (via CoinPayments).
  • All prices are final at the time of purchase. No price adjustments after confirmation.

4. Eligibility Requirements

⚠ No IB Tokens will be delivered until all eligibility requirements are satisfied. Purchases made by ineligible persons will be reversed minus unavoidable transaction costs.

4.1 General Requirements (All Purchasers)

  • Must be at least 18 years of age
  • Must complete KYC/AML verification through the Platform
  • Must not be located in or a resident of a Restricted Jurisdiction (see Section 5)
  • Must not be a Sanctioned Person under OFAC or equivalent sanctions lists
  • Must have a valid registered account on the Platform

4.2 U.S. Persons — Regulation D Requirements

  • U.S. Persons may only participate as verified Accredited Investors under Rule 506(c) of Regulation D.
  • The Purchaser must self-certify Accredited Investor status via the Platform checkbox.
  • The Company reserves the right to request supporting documentation to verify Accredited Investor status.
  • Unverified U.S. Persons are not eligible to purchase IB Tokens.

4.3 Non-U.S. Persons — Regulation S Requirements

  • Non-U.S. Persons must confirm they are not a U.S. Person as defined under Rule 902(k) of Regulation S.
  • Purchasers must confirm they are not acquiring IB Tokens for the account or benefit of any U.S. Person.
  • Purchasers acknowledge that resale or transfer to U.S. Persons may be restricted for a minimum holding period of one year from the date of purchase.

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:

Restricted Jurisdiction Reason
European Union (all member states)No MiCA license / prospectus filed
GermanyBaFin registration required
United KingdomFCA authorization required
China (PRC)Crypto ban
North KoreaOFAC sanctions
IranOFAC sanctions
RussiaOFAC sanctions
SyriaOFAC sanctions
CubaOFAC sanctions
VenezuelaOFAC sanctions
BelarusSanctions
MyanmarSanctions
Any FATF high-risk jurisdictionAML risk

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

⚠ PROFIT PARTICIPATION IS NOT GUARANTEED. The following describes a potential mechanism only, subject to profitability, compliance, and Company discretion.

6.1 Participation Terms

  • Eligible IB Token holders may participate in up to 10% of InfinityBlockchain LLC’s annual Net Revenue.
  • Eligibility Snapshot Date: Token balances as of January 31 of each calendar year.
  • Intended distribution timing: January of the following calendar year.
  • Distribution method: USDT, BNB, or other digital assets as determined by the Company.

6.2 No Guarantee

  • No minimum distribution is guaranteed.
  • The Company is not obligated to generate profit in any year.
  • Distributions may be reduced, deferred, or eliminated due to business performance, legal requirements, or operational constraints.
  • Token value may fluctuate independently of any distribution.

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

⚠ IB TOKENS MAY BE RESTRICTED SECURITIES. Resale or transfer may be prohibited without registration or applicable exemption.

  • 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. Contact

CompanyInfinityBlockchain LLC
Address30 N Gould St STE R, Sheridan, WY 82801, United States
Emailcontact@infinityblockchain.io
Compliancecompliance@infinityblockchain.io
Websiteinfinityblockchain.io

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.

Purchaser Account[Auto-filled: Account Email]
Purchase Date[Auto-filled: Timestamp]
Tokens Purchased[Auto-filled: Quantity]
Purchase Price[Auto-filled: USD Amount]
Wallet Address[Auto-filled: Registered Wallet]
IP Address[Auto-filled: System]
Acceptance MethodElectronic — Platform Checkbox Confirmation

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.