xx network betanet node agreement only · 2021. 3. 12. · exclusive, perpetual, irrevocable,...

32
XX NETWORK BETANET NODE AGREEMENT IMPORTANT: THE PRODUCTS (AS DEFINED BELOW) ARE STILL UNDER DEVELOPMENT AND TESTING. XX NETWORK HAS NOT MADE THE PRODUCTS GENERALLY AVAILABLE TO THE PUBLIC. YOU MAY NOT PLACE OR USE THE PRODUCTS IN A PRODUCTION ENVIRONMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY (“YOU”, “YOUR”, OR “PARTICIPANT”) AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT ACCEPT THIS AGREEMENT AND PARTICIPANT MAY NOT USE THE PRODUCT. THIS BETANET NODE AGREEMENT (THIS “AGREEMENT”) IS BETWEEN PARTICIPANT AND XX NETWORK SEZC, AN ENTITY INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS (“COMPANY”). BY (1) RETURNING AN EXECUTED COPY OF THIS AGREEMENT, (2) USING THE PRODUCTS, (3) PARTICIPATING IN THE BETANET TEST AFTER NOTICE OF THIS AGREEMENT OR, (4) BY CLICKING OR CHECKING A BOX INDICATING YOUR ACCEPTANCE OF OR ASSENT TO THE TERMS OF THIS AGREEMENT, PARTICIPANT AGREES TO ALL OF THE TERMS OF THIS AGREEMENT. *** FOR REFERENCE ONLY

Upload: others

Post on 24-Mar-2021

2 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

XX NETWORK BETANET NODE AGREEMENT

IMPORTANT: THE PRODUCTS (AS DEFINED BELOW) ARE STILL UNDER DEVELOPMENT AND TESTING. XX NETWORK HAS NOT MADE THE PRODUCTS GENERALLY AVAILABLE TO THE PUBLIC. YOU MAY NOT PLACE OR USE THE PRODUCTS IN A PRODUCTION ENVIRONMENT.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY (“YOU”, “YOUR”, OR “PARTICIPANT”) AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT ACCEPT THIS AGREEMENT AND PARTICIPANT MAY NOT USE THE PRODUCT.

THIS BETANET NODE AGREEMENT (THIS “AGREEMENT”) IS BETWEEN PARTICIPANT AND XX NETWORK SEZC, AN ENTITY INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS (“COMPANY”).

BY (1) RETURNING AN EXECUTED COPY OF THIS AGREEMENT, (2) USING THE PRODUCTS, (3) PARTICIPATING IN THE BETANET TEST AFTER NOTICE OF THIS AGREEMENT OR, (4)BY CLICKING OR CHECKING A BOX INDICATING YOUR ACCEPTANCE OF OR ASSENT TOTHE TERMS OF THIS AGREEMENT, PARTICIPANT AGREES TO ALL OF THE TERMS OF THISAGREEMENT.

***

FOR REFERENCE ONLY

Page 2: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

1. Background. 1.1. The Company and its affiliates are the developers of a digital currency (the “Coins”) that

operates on a quantum resistant blockchain network (the “xx network”) designed to enable a scalable and private payments and messaging system. The Company has also developed and deployed an Ethereum-based, ERC 1404 token having an Ethereum smart contract address of 0x89DD0a221A9ff138b4182826038605D7d3fFACc8 that is intended to be convertible into the Coins (the “Convertible Coins”) upon the officially-supported, public release of the xx network (the “Mainnet Launch”).

1.2. The Company has deployed a test environment (the “BetaNet”) in order to test the functionality of the xx network, collect feedback from relevant stakeholders, and improve upon the xx network and the Coins prior to a public release. The Company has previously deployed an earlier test environment referred to as the “Alphanet” that was used to test earlier functionality of the xx network and the Coins. This Agreement pertains solely to the BetaNet, even if the Participant has previously had an agreement with the Company pertaining to the Alphanet.

1.3. The Company is seeking interested participants willing to test the BetaNet and the Participant is interested in partaking in such tests of the BetaNet in order to provide feedback to the Company regarding the xx network and the Coins.

2. Definitions.

2.1. “Documentation” means the documentation set forth in Exhibit A, any and all other documentation made available by the Company or its third party suppliers, and any such documentation as would commonly be provided by a supplier in connection with or related to the installation, configuration, use or operation of the Equipment or Software.

2.2. “Equipment” means the equipment set forth in Exhibit A.

2.3. “Products” means the Equipment, Software, and Documentation.

2.4. “Proprietary Right” means any patent, copyright, trademark, trade secret or any other proprietary right, whether arising under the laws of the United States or any other nation, state or jurisdiction.

2.5. “Software” means the software set forth in Exhibit A, any and all other software made available by the Company or its third party suppliers to Participant, and any and all other software provided to Participant by the Company in connection with or related to the Equipment (including, without limitation, any and all software embedded in or loaded on to any of the Equipment or any component thereof).

3. Scope of Agreement. Participant is being granted rights under this Agreement solely for the purpose of testing and providing input and other Feedback (as defined below) to the Company regarding the Products, the xx network, and the Coins. This Agreement covers all Products made available to Participant by the Company, including, without limitation, any Products specifically identified by the Company as being in “Alpha”, “Beta” or any similar stage of development. The Company retains sole and absolute discretion as to what, if any, Products will be made available to Participant during the term of this Agreement. Participant’s use of and access to any Products shall be subject to the terms of this Agreement, in addition to any terms of service, privacy policies, or related terms provided by the Company to Participant.

4. License. During the Term, the Company grants to Participant a limited, worldwide, royalty-free, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Software solely to test its functionality and provide Feedback to the Company. The Company makes the Products

FOR REFERENCE ONLY

Page 3: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

available for access and use by Participant over the Internet through a Web-browser or mobile device. Nothing in this Agreement obligates the Company to deliver or make available any copies of computer programs or code from the Products to Participant, whether in object code or source code form. The Company reserves the right, in its sole discretion, to revoke access and use of the Products at any time. Further, the Company reserves the right to (i) monitor or measure use of the Products; (ii) validate certain features or functionality of the Products; and (iii) to provide services or support necessary to maintain the Products.

5. Use Restrictions. Participant may not rent, lease, distribute, or resell the Products, or use the Products as the basis for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Products without the Company’s prior written consent. In addition, Participant may not use the Products in connection with any of the Prohibited Uses listed on Exhibit B below.

6. Intellectual Property. Each party acknowledges and agrees that this Agreement does not transfer any right, title or interest in any intellectual property right to the other party. The Company maintains all rights, title and interest in and to the Products, including all Proprietary Rights (collectively, “Intellectual Property Rights”). The limited rights granted to Participant to access and use the Products under this Agreement do not convey any additional rights in the Products, or in or to any Intellectual Property Rights associated therewith. Subject only to the limited rights to access and use the Products as expressly provided herein, all rights, title and interest in and to the Products and all hardware, software and other components of or used to provide the Products, including all related Intellectual Property Rights, will remain with and belong exclusively to the Company.

7. Feedback. Upon reasonable request by the Company, Participant agrees to provide suggestions, enhancement requests, and recommendations regarding the Products, the xx network, and the Coins (individually and collectively, “Feedback”). Feedback shall include informing the Company about the performance, ease of use, features that may be missing, and any bugs encountered during the use of the Products, the xx network or the Coins. The Company may contact Participant and Participant agrees to make available a reasonable amount of time to discuss Feedback with the Company if so requested. the Company shall own all Feedback, and Participant agrees, for valuable consideration the receipt of which is acknowledged and agreed, to assign and hereby assigns to the Company all of its right, title, and interest in and to such Feedback. To the extent that the foregoing assignment is ineffective for whatever reason, Participant agrees to grant and hereby grants to the Company a non-exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform and otherwise exploit such Feedback without restriction.

8. Term and Termination. Except as provided in herein, this Agreement shall commence upon July 1, 2020 (the “Effective Date”) and shall expire on April 1st, 2021. The Company may terminate this Agreement at any time, for any or no reason, in its sole discretion by providing written notice to the Participant. Participant may terminate this Agreement at any time, for any or no reason, in its sole discretion by providing written notice at least 20 days in advance to the Company. In addition, this Agreement may be terminated (i) upon such time that either party gives written notice to the other party of any material breach or default under this Agreement by such party that is not cured by such party within ten (10) business days after receipt of notice of such breach or default or (ii) such other date as may be mutually agreed upon by the parties. Upon termination of this Agreement, Participant will notify its users, if applicable, that their access to the Products has terminated, and the Company may withhold, remove or discard any content, data, or other information that Participant’s Users post or upload into the Company’s system while using the Products. Following termination or expiration of this Agreement, the Company is not obligated to store, maintain or provide a copy of any content,

FOR REFERENCE ONLY

Page 4: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

data or other information that Participant or its Users made available or provided when using the Products, except to the extent necessary to comply with applicable law. If not earlier terminated, Participant’s obligations under this Agreement shall terminate upon termination of this Agreement; provided that the foregoing shall not limit the Company’s rights pursuant to Section 7 as related to any Feedback provided before or after such termination. Sections 5, 6, 7, 9, and 12-17, and all obligations thereunder, shall survive any termination of this Agreement.

9. Confidential Information. Participant acknowledges and agrees that participation in the testing described under this Agreement will result in the Company disclosing certain confidential, proprietary and/or trade secret information related to the Products, the xx network, the Coins and/or the Company (the “Confidential Information”). Such Confidential Information includes, without limitation, the features and functionality of the Products, and any know how, trade secrets, computer programs, source code, flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing information, financial information, business plans or reports made available to Participant. Participant agrees that it will not, without the express prior written consent of the Company, disclose any Confidential Information or any part thereof to any third party, except to the extent that such Confidential Information (a) is or becomes generally available to the public through any means other than as a result of any act or omission by Participant; (b) is rightfully received by Participant from a third party that is not subject to any obligation of confidentiality with respect thereto and without limitation as to its use; or (c) is independently developed by Participant without any reliance on any Confidential Information. At the termination of this Agreement or at any time by request of the Company, Participant will return (and if requested, destroy) all Confidential Information in its possession to the Company and further agrees that it will not duplicate, translate, modify, copy, print, disassemble, decompile or otherwise tamper with the Products or any Confidential Information.

10. Payment; Expenses; Incentives.

10.1. Payments by Participant. The Company will provide the Products to Participant during the Term specified in Section 8 (the “Term”) at no charge and therefore Participant does not contemplate any payments due under this Agreement.

10.2. Incentives. As further inducement for Participant entering into this Agreement, using the Products, and participating in the BetaNet tests described herein, the Company shall grant Participant the right to receive Coins (or Convertible Coins in the event that such rights accrue prior to the Mainnet Launch) upon the one-month anniversary of the Effective Date (the “Vesting Commencement Date”) and each month thereafter on the same day of the month as the Vesting Commencement Date (each period an “Incentive Vesting Date”), subject to Participant being a service provider to the Company under this Agreement on each Incentive Vesting Date. The number of Coins (or Convertible Coins in the event that such rights accrue prior to the Mainnet Launch) subject to the right granted under this Agreement upon each Incentive Vesting Date shall be 7,000. For the avoidance of doubt, Participant shall not be eligible to receive Coins (or Convertible Coins) upon an Incentive Vesting Date if this Agreement has been terminated and shall only be eligible to claim Coins (or Convertible Coins) which such Participant has actually vested in under this Agreement and any other applicable grant agreements at the time of any termination of this Agreement. The timing of the delivery and terms upon which the Coins (or Convertible Coins) shall be delivered to Participant shall be in the Company’s sole discretion, provided, however, that the Company anticipates distributing the Coins (or Convertible Coins) on the first Tuesday of each month following an Incentive Vesting Date, and provided, further, that the Company shall act in good faith to settle delivery of the Coins (or Convertible Coins) in accordance with Participant’s election set forth in its Tokensoft.io profile in connection with Participant’s application to participate in the BetaNet. In lieu of a direct distribution of Coins (or Convertible Coins), the Company reserves the right to

FOR REFERENCE ONLY

Page 5: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

provide the rights set forth in this Section 10.3 pursuant to documentation of its choice, including by issuing Participant a restricted token unit agreement or similar agreement to acquire Coins. If (i) the Participant elects to subject its right to receive Coins (or Convertible Coins) to deferred delivery criteria or additional vesting provisions or (ii) an agreement granting the Participant its right to receive Coins (or Convertible Coins) described in this paragraph contains additional requirements or conflicts with this Agreement, such terms shall be incorporated herein and shall govern in the event of a conflict. Participant’s receipt of Coins (or Convertible Coins) may further be subject to Participant passing standard KYC and AML procedures determined by the Company in its sole discretion.

11. Third Party Tool Integrations. If applicable, one or more Products may integrate with third party services. Participant hereby consents to the sharing of the information in the Products with these third party services and certifies that it has any and all required consents for doing so.

12. Disclaimer of Warranties. THE PRODUCTS ARE PROVIDED “AS IS”. EXCEPT AS PROVIDED IN SECTION 13, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS, INCLUDING ANY REPRESENTATION THAT THE SERVICES THEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE PRODUCTS. FOR THE AVOIDANCE OF DOUBT, ALL PRODUCTS ARE PRELEASE, ARE EXPECTED TO CONTAIN DEFECTS WHICH MAY BE MATERIAL, AND ARE NOT EXPECTED TO OPERATE AT THE LEVEL OF PERFORMANCE OR COMPATIBILITY OF A FINAL, GENERALLY AVAILABLE PRODUCT OFFERING. PRODUCTS MAY NOT OPERATE ACCURATELY AND MAY BE SUBSTANTIALLY MODIFIED PRIOR TO PUBLIC AVAILABILITY OR WITHDRAWN AT ANY TIME. ACCORDINGLY, ACCESS TO AND USE OF THE PRODUCTS IS ENTIRELY AT PARTICIPANT’S OWN RISK. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DAMAGE WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCTS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ARE ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF ANY OF THE PRODUCTS.

13. Special Covenants and Warranties.

13.1. Participant Warranty. Participant represents and warrants that, excluding any Coins or equivalent rights granted pursuant to Section 10.2, Participant shall not be entitled to any special claim, title, position or otherwise unique treatment upon a public release of the Products. In no event shall the state of the BetaNet transfer to a publicly released version of the xx network, and Participant further acknowledges and agrees that entering into this Agreement or participation in the BetaNet shall not entitle Participant to any additional consideration upon a public release of the xx network.

13.2. Company Covenant. Notwithstanding this Agreement, the Company shall not request keying data or other identifying information of Participant’s end users unless compelled by law by an appropriately licensed enforcement agency.

14. Indemnity. Participant agrees to indemnify and hold the Company, its officers, directors and employees harmless from any losses (including attorneys’ fees) that result from any third party claims related to Participant’s (or its Users) access, use or misuse of the Products, or any act or omission by Participant or its users in violation of this Agreement.

FOR REFERENCE ONLY

Page 6: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

15. Dispute Resolution, Governing Law and Venue. The parties will attempt to resolve any dispute related to this Agreement through good faith, informal negotiation. If initial negotiation does not resolve the dispute, the parties will select a mutually agreed mediator in a mutually agreed location to attempt to resolve the dispute. If mediation fails to resolve the dispute, either party may file an action in a court of competent jurisdiction. The laws of the Cayman Islands govern this Agreement. Any breach of confidentiality obligations in this Agreement, or any unauthorized use of the services or a party’s intellectual property by the other, may cause irreparable harm.

16. Compliance with Laws and Legal Advice. Each party must comply with all laws, rule or regulations applicable to such party’s activities in relation to this Agreement, including export control laws of the United States which are applicable to the application and which may prohibit use of the application in certain sanctioned or embargoed countries. The Company will not provide Participant with any legal advice regarding compliance with data privacy or other relevant laws, rules or regulations in the jurisdictions in which Participant uses the Products (“Laws”). The parties acknowledge and agree that not all features, functions and capabilities of the Products may be used in all jurisdictions and Participant recognizes that certain features, functions and capabilities may need to be configured differently or not used in certain jurisdictions in order to comply with applicable local Laws, and in certain jurisdictions consents may need to be obtained from individuals submitting data via the Products as to the intended purpose, storage, distribution, access and use of the data submitted (“Local Use Decisions”). Participant is responsible for Local Use Decisions and the Company disclaims all liability for Local Use Decisions.

17. Miscellaneous. This Agreement does not create a partnership, agency relationship, or joint venture between the parties. Participant’s relationship with the Company will be that of an independent contractor and not that of an employee. Any assignment of this Agreement by Participant in whole or in part without the Company’s prior written consent will be null and void, except an assignment to a successor that is not a competitor of the Company’s made in connection with a merger or sale of all or substantially all of Participant’s assets or stock or to an affiliate. If this Agreement is translated into a language other than English, the translation is for convenience only, and the English language version will govern. If any provision of this Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to affect the parties’ intention and the remaining provisions will not be affected. Failure of the Company to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved. This Agreement includes any schedules and exhibits attached hereto. Such documents, along with any additional terms of service, privacy policy, or other terms incorporated by reference herein, encompass the entire agreement between Participant and the Company with respect to the subject matter hereof and supersede all prior representations, agreements and understandings, written or oral. This Agreement may only be altered, amended or modified by duly executed written instrument. All notices to be provided by the Company to Participant under this Agreement may be delivered in writing (a) by a nationally recognized overnight delivery service (“Courier”) to the contact mailing address provided by Participant on the signature block below or on any other form; or (b) an electronic mail to the electronic mail address provided by Participant. Participant must give notice to the Company in writing by Courier or email to the address provided by the Company on the signature block below or on any other form provided to Participant by the Company. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above. You may not assign this Agreement without the prior written consent of the Company. Subject to the foregoing, the Agreement shall be binding upon the parties and their respective administrators, successors and assigns.

FOR REFERENCE ONLY

Page 7: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

IN WITNESS WHEREOF, the parties have entered this Agreement as of the Effective Date.

THE COMPANY SEZC

PARTICIPANT:

Title: Chief Executive Officer Title: Date Signed: Date Signed: By: By: Name: David Chaum Name: Address for Notices: Hermes Corporate Service Ltd., Fifth Floor Zephyr House, P.O. Box 31493, George Town Grand Cayman KY1-1206

Address for Notices:

FOR REFERENCE ONLY

Page 8: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

EXHIBIT A

PRODUCT LIST

1. Equipment: Participant shall use hardware and software that meet the minimum specifications set forth below:

• Node: Nodes should come equipped (or have access to infrastructure so equipped) with hardware that meets the minimum performance standards of the following components:

o CPU: AMD Ryzen 7 2700x o GPU: Nvidia GeForce RTX 2070 o RAM: 16B DDR4 (an upgrade path to 32GB is recommended) o Storage: 1TB Professional High Speed NVME (PCI) SSD (Example: Samsung 970 PRO

SSD 1TB - M.2 NVMe o Bandwidth: 100mbit up / 100mbit down

• Gateway (expected to be cloud-based): Gatways should provide access to hardware or infrastructure that meets the minimum performance standards of the following components:

o CPU: Modern dual core processors o GPU: N/A o RAM: 2GB or more o Storage: 250GB (database instance) o Bandwidth: 100mbit up / 100mbit down (separate from node bandwidth listed above)

Participant may make substitutions to the above equipment, including by using Equipment that does not meet the minimum performance specifications of the above listed hardware components, provided that if the Participant is unable to fully participate in the BetaNet or encounters issues operating BetaNet software, the Company will be under no obligation to provide assistance and shall have the right to terminate Participant’s participation in the BetaNet if such other equipment is deemed to be responsible for Participant’s underperformance. 2. Software: All software required by Participant will be provided by the Company. Participant must retain all software and security keys for the duration of the BetaNet. This includes, but is not limited to:

• One symmetric key used for initial registration, which must remain secret • One public key used to validate the Company management commands • Four Transport Layer Security (TLS) certifications used to identify and communicate with the the

Company’s permissioning server • Two initial generated certificates (one for the node and one for the gateway) and then two

signed certificates received on first execution (one for the node and one for the gateway) • A node ID file which is generated on first execution • Two cyclic groups • One address for the permissioning system • One Transport Layer Security (TLS) Certificate Authority certification used to identify other

participants in the network 3. Documentation:

FOR REFERENCE ONLY

Page 9: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

The Company will provide Participant with instructions for setting up equipment and installing software for the BetaNet, and may also provide release notes and other documentation relating to the Software from time-to-time at its BetaNet portal located at xx.network/betanetportal.

FOR REFERENCE ONLY

Page 10: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

EXHIBIT B

PROHIBITED USES

1. Participant is prohibited from sharing the Company’s software and/or related instructions with any outside party.

2. Participant is prohibited from sharing generated cryptographic private keys with anyone, including the Company.

3. Participant is prohibited from replacing the public keys, Transport Layer Security (TLS) certifications, cyclic groups, or addresses provided by the Company.

4. Participant is prohibited from using the Company’s code to run any network not sanctioned by the Company.

5. Participant must use the provided software and system images as provided by the Company (e.g., Participant is prohibited from installing a different version of Python).

FOR REFERENCE ONLY

Page 11: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

XX NETWORK SEZC RESTRICTED TOKEN UNIT AGREEMENT

NOTICE OF GRANT OF RESTRICTED TOKEN UNITS

xx network SEZC (the “Company”) hereby grants as of the date of grant below to the person

named below (the “Participant”), and the Participant hereby accepts, an Award of Restricted Token Units (“Restricted Token Units” or “RTUs”), subject to the terms and conditions of the 2020 Token Incentive Plan (the “Plan”) and the Terms and Conditions of Restricted Token Units attached hereto as Exhibit A (together with this Notice of Grant of Restricted Token Units, the “Agreement”), as follows:

Name of Participant: Date of Grant: July 1, 2020 Number of Restricted Token Units:

63,000

Vesting Commencement Date:

July 1, 2020

Vesting Schedule:

Participant will receive Tokens with respect to an RTU only if it vests. In order for an RTU to vest, Participant must satisfy the Service-Based Requirement set forth below. An RTU will actually vest (and become a “Vested RTU”) on the first date upon which the Service-Based Requirement is satisfied (the “Vesting Date”). All RTUs that do not become Vested RTUs on or before the Expiration Date (defined below) will be immediately forfeited to the Company on the Expiration Date at no cost to the Company.

Service-Based Requirement: Participant’s RTUs will satisfy the Service-Based Requirement (which shall be referred to herein as being “service-vested”) in installments as follows: 7,000 of the total number of RTUs will become service-vested on the one-month anniversary of the Vesting Commencement Date, and 7,000 of the total number of RTUs will become service-vested each month thereafter on the same day of the month as the Vesting Commencement Date, subject to Participant maintaining its Continuous Service Status with the Company as of each such date. Once Participant’s Continuous Service Status is terminated, no additional RTUs will service-vest.

Termination; Expiration Date: If Participant’s Continuous Service Status is terminated for any reason prior to the RTUs becoming Vested RTUs, including prior to the occurrence of the date on which the Company releases the production ready, publicly accessible version of the xx network blockchain developed by the Company that utilizes xx Coins, the native digital asset of the xx network (the “Mainnet Launch”), then any RTUs that have not service-vested will automatically expire on the termination date (the “Expiration Date”).

Capitalized terms that are not defined in this Notice of Grant have the same meaning as in the

Plan or the Agreement.

You and the Company agree that the restricted token units granted by this Notice of Grant are governed by the terms and conditions of the Plan and the Terms and Conditions of Restricted Token

FOR REFERENCE ONLY

Page 12: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

Units, all of which are made a part of this document and may be accessed by you in your Tokensoft account. You acknowledge receipt of a copy of the Agreement and a copy of the Plan. You represent that you have carefully read and understand this Notice of Grant, the Plan, the Terms and Conditions of Restricted Token Units and have had an opportunity to obtain the advice of counsel prior to accepting the Restricted Token Units. You accept the Restricted Token Units subject to all of the terms and provisions contained in each document. By accepting below, you agree to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan.

In addition, by accepting this award, you agree to the following: “This electronic contract contains my electronic signature, which I have executed with the intent to sign this Agreement.” Please be sure to retain a copy of your electronically signed Agreement; you may obtain a paper copy at any time and at the Company’s expense by requesting one from the Company’s legal department, at:

xx network SEZC,

Hermes Corporate Service Ltd., Fifth Floor Zephyr House, P.O. Box 31493, George Town

Grand Cayman KY1-1206 or at such other address as the Company may hereafter designate in writing.

IN WITNESS WHEREOF, the Participant and the Company have entered into this Restricted Token Unit Agreement as of the date first listed above. PARTICIPANT XX NETWORK SEZC /s/ /s/ Signature By Print Name Title

FOR REFERENCE ONLY

Page 13: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

EXHIBIT A

TERMS AND CONDITIONS OF RESTRICTED TOKEN UNITS

1. Grant. The Company hereby grants to the Participant named in the Notice of Grant (the “Participant”) an award of Restricted Token Units, subject to all of the terms and conditions set forth herein (together with the Notice of Grant of Restricted Token Units, the “Agreement”) and subject to and governed by the Plan, which is incorporated herein by reference. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan shall govern.

2. Payment after Vesting. Each Restricted Token Unit represents the right to receive one

Token. Unless and until the Restricted Token Units have vested in the manner set forth in Section 3, Participant will have no right to payment of any such Restricted Token Units. Prior to actual payment of any vested Restricted Token Units, such Restricted Token Unit will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. Subject to Section 7, Vested RTUs will be paid to Participant (or in the event of Participant’s death, to his or her properly designated beneficiary or estate) in Tokens. Vested RTUs shall be settled in Tokens as soon as practicable after vesting, but in each such case within the period ending no later than the fifteenth (15th) day of the third (3rd) month following the end of the calendar year that includes the vesting date. In no event will Participant be permitted, directly or indirectly, to specify the taxable year of payment of any Restricted Token Units payable under this Agreement.

3. Vesting Schedule; Forfeiture. Restricted Token Units will vest in accordance with the

vesting schedule set forth in the Notice of Grant. RTUs that have not become Vested RTUs shall be forfeited at no cost to the Company and Participant will have no further rights thereunder.

4. Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no

Tokens will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment and other taxes which the Company determines must be withheld with respect to such Tokens. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Tokens or cash having a Fair Market Value equal to the amount required to be withheld, or (c) selling a sufficient number of such Tokens otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Tokens otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Restricted Token Units otherwise are scheduled to vest pursuant to Section 3, Participant will permanently forfeit such Restricted Token Units and any right to receive Tokens thereunder and the Restricted Token Units will be returned to the Company at no cost to the Company.

5. Rights as Tokenholder. Neither Participant nor any person claiming under or through

Participant will have any of the rights or privileges of a holder in respect of any Tokens deliverable hereunder unless and until such Tokens will have been issued, recorded on the records of the Company, and delivered to Participant.

FOR REFERENCE ONLY

Page 14: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

6. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF PARTICIPANT’S CONTINUOUS SERVICE STATUS FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S CONTINUOUS SERVICE STATUS AT ANY TIME, WITH OR WITHOUT CAUSE.

7. Address for Notices. Any notice to be given to the Company under the terms of this

Agreement will be addressed to:

xx network SEZC Hermes Corporate Service Ltd., Fifth Floor

Zephyr House, P.O. Box 31493, George Town Grand Cayman KY1-1206

or at such other address as the Company may hereafter designate in writing.

8. Transfer Between Locations. Participant Continuous Service Status shall not terminate in

the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company and its Parent or Subsidiaries.

9. Grant is Not Transferable. This grant and the rights and privileges conferred hereby will

not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.

10. Administrator Authority. The Administrator will have the power to interpret this

Agreement and to adopt such rules for the administration, interpretation and application of this Agreement as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Token Units have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons.

11. Modifications. This Agreement constitutes the entire understanding of the parties on the

subjects covered. Modifications to this Agreement can be made only in a written agreement executed by a duly authorized officer of the Company. To the extent Section 409A is applicable to this Agreement, the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without consent of the Participant, to comply with Section 409A.

12. Investment Representations. In the event that the distribution of the Tokens to Participant

is not registered under the Securities Act of 1933 at the time the Restricted Token Units are paid to Participant, Participant will, if required by the Company, concurrently with the receipt of all or any portion of this Restricted Token Unit Award, deliver to the Company his or her Investment Representation Statement substantially in the form attached hereto as Exhibit B with such other changes as determined by the Board.

FOR REFERENCE ONLY

Page 15: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

13. General. The Participant acknowledges that there are substantial restrictions on thetransferability of the Tokens, and there will initially be no public market for the Tokens, unless and until the Company determines that the Tokens are not securities or they are registered for sale on a registered U.S. securities exchange or alternative trading system.

14. Released Tokens. No Tokens (whether such Tokens constitute Unrestricted Tokens orotherwise) acquired pursuant to this Agreement, nor any beneficial interest in such Tokens, shall be sold, gifted, transferred, encumbered or otherwise disposed of in any way (whether by operation of law or otherwise) by the Participant or any subsequent transferee, other than in compliance with Applicable Laws.

15. Compliance with Applicable Law. In the event that the Company makes the reasonabledetermination that for any reason delivery of the Tokens under this Agreement will violate or has violated any applicable law, the Company may terminate this Agreement, and the Participant will not receive any Tokens under it. The Participant may be required to return any Tokens that have been distributed to the Participant previously under this Agreement, if the Company determines that the previous distribution was in violation of applicable law.

16. Acceptance of Agreement; Conditions. The Participant understands and agrees that thisToken purchase is made subject to the terms and conditions contained in this Agreement, and the Participant hereby acknowledges having received, read and fully understood the foregoing.

17. Compliance With Section 409A of the Code. This Agreement is intended to comply withthe “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) or to otherwise comply with Section 409A, so that none of the Restricted Token Units provided under this Agreement or Tokens issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Notwithstanding any contrary provision of this Agreement, under no circumstances will the Company reimburse Participant for any taxes or other costs under Section 409A or any other tax law or rule.

18. Governing Law. This Agreement shall be governed by the laws of Cayman Islands,without giving effect to the conflict of law principles thereof.

FOR REFERENCE ONLY

Page 16: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

EXHIBIT B

INVESTMENT REPRESENTATION STATEMENT PARTICIPANT: COMPANY: XX NETWORK SEZC SECURITY: XX NETWORK ERC-1404 TOKENS (“Tokens”) AMOUNT: DATE: In connection with the acquisition of the above-listed Tokens, I, the undersigned participant, represent to the Company as follows:

1. The Company may rely on these representations. I understand that the Company’s transfer of the Tokens to me has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), because the Company believes, relying in part on my representations in this document, that an exemption from such registration requirement is available for such sale. I understand that the availability of this exemption depends, in part, upon the representations I am making to the Company in this document being true and correct.

2. I am acquiring Tokens for investment. I am acquiring the Tokens solely for investment

purposes, and not for further distribution. My entire legal and beneficial ownership interest in the Tokens is being acquired and shall be held solely for my account, except to the extent I intend to hold the Tokens jointly with my spouse. I am not a party to, and do not presently intend to enter into, any contract or other arrangement with any other person or entity involving the resale, transfer, grant of participation with respect to or other distribution of any of the Tokens. My investment intent is not limited to my present intention to hold the Tokens for the minimum capital gains period specified under any applicable tax law, for a deferred sale, for a specified increase or decrease in the market price of the Tokens, or for any other fixed period in the future.

3. I can protect my own interests. I can properly evaluate the merits and risks of an

investment in the Tokens and can protect my own interests in this regard, whether by reason of my own business and financial expertise, the business and financial expertise of certain professional advisors unaffiliated with the Company with whom I have consulted, or my preexisting business or personal relationship with the Company or any of its officers, directors or controlling persons.

4. I am informed about the Company. I am sufficiently aware of the Company’s business

affairs and financial condition to reach an informed and knowledgeable decision to acquire the Tokens. I have had an opportunity to discuss the plans, operations and financial condition of the Company with its officers, directors or controlling persons, and have received all information I deem appropriate for assessing the risk of an investment in the Tokens.

5. I recognize my economic risk. I realize that the purchase of the Tokens involves a high

degree of risk, and that the Company’s future prospects are uncertain. I am able to hold the Tokens indefinitely if required, and am able to bear the loss of my entire investment in the Tokens.

FOR REFERENCE O

NLY

Page 17: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

6. I know that the Tokens are restricted securities. I understand that the Tokens are “restricted securities” in that the Company’s sale of the Tokens to me has not been registered under the Securities Act in reliance upon an exemption for non-public offerings. In this regard, I also understand and agree that:

a. I must hold the Tokens indefinitely, unless any subsequent proposed resale by me is

registered under the Securities Act, or unless an exemption from registration is otherwise available (such as Rule 144); and

b. the Company is under no obligation to register any subsequent proposed resale of the

Tokens by me. 7. I am familiar with Rule 701 and Rule 144. I am familiar with the provisions of Rule 701

and Rule 144, each adopted under the Securities Act, which, in substance, permit limited public resales of “restricted securities” like the Tokens acquired from an issuer in a non-public offering subject to satisfaction of certain restrictions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of grant of the Tokens, the exercise shall be exempt from registration under the Securities Act. I understand that my ability to sell the Tokens under Rule 144 in the future is uncertain, and may depend upon, among other things: (i) the availability of certain current public information about the Company; (ii) the resale occurring more than a specified period after my purchase and full payment (within the meaning of Rule 144) for the Tokens; and (iii) if I am an affiliate of the Company (A) the sale being made in an unsolicited “broker’s transaction,” transactions directly with a market maker or riskless principal transactions, as those terms are defined under the Securities Exchange Act of 1934, as amended, (B) the amount of Tokens being sold during any three-month period not exceeding the specified limitations stated in Rule 144, and (C) timely filing of a notice of proposed sale on Form 144, if applicable.

8. I know that Rule 144 may never be available. I understand that the requirements of

Rule 144 may never be met, and that the Tokens may never be saleable under the rule. I further understand that at the time I wish to sell the Tokens, there may be no public market for the Tokens upon which to make such a sale, or the current public information requirements of Rule 144 may not be satisfied, either of which may preclude me from selling the Tokens under Rule 144 even if the relevant holding period had been satisfied.

9. I know that I am subject to further restrictions on resale. I understand that in the event

Rule 701 and Rule 144 are not available to me, any future proposed sale of any of the Tokens by me will not be possible without prior registration under the Securities Act, compliance with some other registration exemption (which may or may not be available), or each of the following: (i) my written notice to the Company containing detailed information regarding the proposed sale, (ii) my providing an opinion of my counsel to the effect that such sale will not require registration, and (iii) the Company notifying me in writing that its counsel concurs in such opinion. I understand that neither the Company nor its counsel is obligated to provide me with any such opinion. I understand that although Rule 144 is not exclusive, the Staff of the SEC has stated that persons proposing to sell private placement securities other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

10. I know that I may have tax liability due to the uncertain value of the Tokens. I

understand that the Board believes its valuation of the Tokens represents a fair appraisal of their worth, but that it remains possible that, with the benefit of hindsight, the Internal Revenue Service (“IRS”) may successfully assert that the value of the Tokens on the date of my purchase is substantially greater than the board of directors’ appraisal. I understand that any additional value ascribed to the Tokens by such an IRS

FOR REFERENCE ONLY

Page 18: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

determination will constitute ordinary income to me as of the purchase date, and that any additional taxes and interest due as a result will be my sole responsibility payable only by me, and that the Company need not and will not reimburse me for that tax liability.

11. I understand that if the Company determines that my receipt of the Tokens is

unlawful, I will not receive the Tokens. In the event that the Company determines that for any reason delivery of the Tokens to me will violate any applicable law, the Company may terminate this Agreement and I will not receive any Tokens under it. I may be required to return any Tokens previously delivered to me.

12. No “bad actor” disqualification events. Neither I nor any person that would be deemed a

beneficial owner of the Tokens (in accordance with Rule 506(d) of the Securities Act) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities Act, except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act and disclosed, reasonably in advance of the purchase or acquisition of the Tokens, in writing in reasonable detail to the Company. By signing below, I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first set forth above, and my intent for the Company to rely on such statements in issuing the Tokens to me. PARTICIPANT Signature Print Name Date

FOR REFERENCE ONLY

Page 19: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

XX NETWORK SEZC

2020 TOKEN PLAN

1. Purposes of the Plan. The purposes of this 2020 Token Plan are to attract andretain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants, and to promote the success of the Company’s business. Options, Restricted Tokens and Restricted Token Units may be granted under the Plan.

2. Definitions. As used herein, the following definitions shall apply:

(a) “Administrator” means the Board or a Committee.

(b) “Affiliate” means (i) an entity other than a Subsidiary which, togetherwith the Company, is under common control of a third person or entity and (ii) an entity other than a Subsidiary in which the Company and /or one or more Subsidiaries own a controlling interest.

(c) “Applicable Laws” means all applicable laws, rules, regulations andrequirements, including, but not limited to, all applicable U.S. federal or state laws, and the applicable laws, rules or regulations of any other country or jurisdiction where Options, Restricted Tokens or Restricted Token Units are granted under the Plan or Participants reside or provide services, as such laws, rules, and regulations shall be in effect from time to time.

(d) “Award” means any award of Options, Restricted Tokens or RestrictedToken Units under the Plan.

(e) “Board” means the Board of Directors of the Company.

(f) “Cashless Transaction” means a program approved by the Administratorin which payment of the Option exercise price or tax withholding obligations or other required deductions applicable to an Award may be satisfied, in whole or in part, with Tokens subject to the Award, including by delivery of an irrevocable direction to a broker (on a form prescribed by the Company) to sell Tokens and to deliver all or part of the sale proceeds to the Company in payment of such amount.

(g) “Cause” for termination of a Participant’s Continuous Service Status willexist (unless another definition is provided in an applicable Option Agreement, Restricted Token Purchase Agreement, Restricted Token Unit Agreement, employment agreement or other applicable written agreement) if the Participant’s Continuous Service Status is terminated for any of the following reasons: (i) any material breach by Participant of any material written agreement between Participant and the Company and Participant’s failure to cure such breach within 30 days after receiving written notice thereof; (ii) any failure by Participant to comply with the Company’s material written policies or rules as they may be in effect from time to time; (iii) neglect or persistent unsatisfactory performance of Participant’s duties and Participant’sfailure to cure such condition within 30 days after receiving written notice thereof; (iv)Participant’s repeated failure to follow reasonable and lawful instructions from the Board orChief Executive Officer and Participant’s failure to cure such condition within 30 days after

FOR REFERENCE ONLY

Page 20: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

receiving written notice thereof; (v) Participant’s conviction of, or plea of guilty or nolo contendere to, any crime that results in, or is reasonably expected to result in, material harm to the business or reputation of the Company; (vi) Participant’s commission of or participation in an act of fraud against the Company; (vii) Participant’s intentional material damage to the Company’s business, property or reputation; or (viii) Participant’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company. For purposes of clarity, a termination without “Cause” does not include any termination that occurs as a result of Participant’s death or disability. The determination as to whether a Participant’s Continuous Service Status has been terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Participant. The foregoing definition does not in any way limit the Company’s ability to terminate a Participant’s employment or consulting relationship at any time, and the term “Company” will be interpreted to include any Subsidiary, Parent, Affiliate, or any successor thereto, if appropriate.

(h) “Code” means the Internal Revenue Code of 1986, as amended.

(i) “Committee” means one or more committees or subcommittees of theBoard consisting of two (2) or more Directors (or such lesser or greater number of Directors as shall constitute the minimum number permitted by Applicable Laws to establish a committee or sub-committee of the Board) appointed by the Board to administer the Plan in accordance with Section 4 below.

(j) “Company” means xx network SEZC (formerly WBM Corp. SEZC), an exempt company incorporated in the Cayman Islands as a special economic zone company with company number 348920.

(k) “Consultant” means any person or entity, including an advisor but not an Employee, that renders, or has rendered, services to the Company, or any Parent, Subsidiary or Affiliate and is compensated for such services, and any Director whether compensated for such services or not.

(l) “Continuous Service Status” means the absence of any interruption or termination of service as an Employee or Consultant. Continuous Service Status as an Employee or Consultant shall not be considered interrupted or terminated in the case of: (i) a Company approved sick leave; (ii) military leave; (iii) any other bona fide leave of absence approved by the Company. Also, Continuous Service Status as an Employee or Consultant shall not be considered interrupted or terminated in the case of (1) a transfer between locations of the Company, (2) a transfer between the Company, its Parents, Subsidiaries or Affiliates, or their respective successors, or (3) a change in status from an Employee to a Consultant or from a Consultant to an Employee.

(m) “Director” means a member of the Board.

(n) “Disability” means “disability” within the meaning of Section 22(e)(3) ofthe Code.

(o) “Employee” means any person employed by the Company, or any Parent,Subsidiary or Affiliate, with the status of employment determined pursuant to such factors as are deemed appropriate by the Company in its sole discretion, subject to any requirements of

FOR REFERENCE ONLY

Page 21: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

Applicable Laws, including the Code. The payment by the Company of a director’s fee shall not be sufficient to constitute “employment” of such director by the Company or any Parent, Subsidiary or Affiliate.

(p) “Fair Market Value” means, as of any date, the fair market value of theToken, as determined by the Administrator in good faith on such basis as it deems appropriate and applied consistently with respect to Participants, including, if applicable, based upon the per Token closing price as set forth on an established network/exchange for the applicable date.

(q) “Family Members” means any child, stepchild, grandchild, parent,stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships) of the Participant, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant) have more than 50% of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than 50% of the voting interests.

(r) “Involuntary Termination” means (unless another definition is providedin the applicable Option Agreement, Restricted Token Purchase Agreement, Restricted Token Unit Agreement, employment agreement or other applicable written agreement) the termination of a Participant’s Continuous Service Status other than for (i) death, (ii) Disability or (iii) for Cause by the Company or a Parent, Subsidiary, Affiliate or successor thereto, as appropriate.

(s) “Option” means an option to purchase Tokens granted pursuant to thePlan.

(t) “Optionee” means an Employee or Consultant who receives an Option.

(u) “Option Agreement” means a written document, the form(s) of whichshall be approved from time to time by the Administrator, reflecting the terms of an Option granted under the Plan and includes any documents attached to or incorporated into such Option Agreement, including, but not limited to a notice of token option grant and a form of exercise notice.

(v) “Option Exchange Program” means a program approved by theAdministrator whereby outstanding Options (i) are exchanged for Options with a lower exercise price, Restricted Token, Restricted Token Units, cash or other property or (ii) are amended to decrease the exercise price as a result of a decline in the Fair Market Value.

(w) “Optioned Token” means Tokens that are subject to an Option or thatwere issued pursuant to the exercise of an Option.

(x) “Parent” means any corporation (other than the Company) in anunbroken chain of corporations ending with the Company if, at the time of grant of the Award, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.

FOR REFERENCE ONLY

Page 22: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

(y) “Participant” means any holder of one or more Awards or Tokens issuedpursuant to an Award.

(z) “Plan” means this 2020 Token Plan.

(aa) “Restricted Token” means Tokens acquired pursuant to a right to purchase or receive Tokens granted pursuant to Section 8 below.

(bb) “Restricted Token Purchase Agreement” means a written document, the form(s) of which shall be approved from time to time by the Administrator, reflecting the terms of Restricted Tokens granted under the Plan and includes any documents attached to such agreement.

(cc) “Restricted Token Unit” means a bookkeeping entry representing anamount equal to the Fair Market Value of one Token, granted pursuant to Section 8 below. Each Restricted Token Unit represents an unfunded and unsecured obligation of the Company.

(dd) “Restricted Token Unit Agreement” means a written document, theform(s) of which shall be approved from time to time by the Administrator, reflecting the terms of Restricted Token Units granted under the Plan and includes any document attached to such agreement.

(ee) “Section 409A” means Code Section 409A, the regulations and other guidance thereunder and any state law of similar effect.

(ff) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of grant of the Award, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

(gg) “Token” means the xx network ERC-1404 token, which is a digital asset on the Ethereum blockchain having a smart contract with the Ethereum address of 0x89DD0a221A9ff138b4182826038605D7d3fFACc8 and that is intended to be convertible into xx Coins, the Company’s native digital asset to be launched on a newly developed decentralized network known as the xx network.

(hh) “Unrestricted Token” means Tokens outstanding any time after the earlier of (x) such time (if any) that the Board determines that the Tokens are no longer securities; or (y) the occurrence of an event (if any) as determined by the Board.

3. Tokens Subject to the Plan. The maximum aggregate number of Tokens thatmay be issued under the Plan is 10,000,000 Tokens. The Tokens issued under the Plan may be authorized, but unissued, or reacquired Tokens. If an Award should expire or become unexercisable for any reason without having been exercised or settled in full, or is surrendered pursuant to an Option Exchange Program, the unissued Tokens that were subject thereto shall, unless the Plan shall have been terminated, continue to be available under the Plan for issuance pursuant to future Awards. In addition, any Tokens which are retained by the Company upon

FOR REFERENCE ONLY

Page 23: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

exercise or settlement of an Award in order to satisfy the exercise or purchase price for such Award or any withholding taxes due with respect to such Award shall be treated as not issued and shall continue to be available under the Plan for issuance pursuant to future Awards. Tokens issued under the Plan and later forfeited to the Company due to the failure to vest or repurchased by the Company at the original purchase price paid to the Company for the Tokens (including, without limitation, upon forfeiture to or repurchase by the Company in connection with the termination of a Participant’s Continuous Service Status) shall again be available for future grant under the Plan.

4. Administration of the Plan.

(a) General. The Plan shall be administered by the Board, a Committeeappointed by the Board, or any combination thereof, as determined by the Board. The Plan may be administered by different administrative bodies with respect to different classes of Participants and, if permitted by Applicable Laws, the Board may authorize one or more officers of the Company to make Awards under the Plan to Employees and Consultants within parameters specified by the Board.

(b) Committee Composition. If a Committee has been appointed pursuant tothis Section 4, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of any Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies (however caused) and dissolve a Committee and thereafter directly administer the Plan, all to the extent permitted by Applicable Laws and, in the case of a Committee administering the Plan in accordance with the requirements of Applicable Law.

(c) Powers of the Administrator. Subject to the provisions of the Plan and,in the case of a Committee, the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its sole discretion:

(i) to determine the Fair Market Value in accordance withSection 2(p) above, provided that such determination shall be applied consistently with respect to Participants under the Plan;

(ii) to select the Employees and Consultants to whom Awards mayfrom time to time be granted;

(iii) to determine the number of Tokens to be covered by each Award;

(iv) to approve the form(s) of agreement(s) and other relateddocuments used under the Plan;

(v) to determine the terms and conditions, not inconsistent with theterms of the Plan, of any Award granted hereunder, which terms and conditions include but are not limited to the exercise or purchase price, the time or times when Awards may vest and/or be exercised or settled (which may be based on performance criteria), the circumstances (if any) when vesting will be accelerated or forfeiture restrictions will be waived, and any restriction or limitation regarding any Award, Optioned Token, Restricted Token or Restricted Token Unit;

FOR REFERENCE ONLY

Page 24: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

(vi) to amend any outstanding Award or agreement related to anyOption Token, Restricted Token or Restricted Token Unit, including any amendment adjusting vesting (e.g., in connection with a change in the terms or conditions under which such person is providing services to the Company), provided that no amendment shall be made that would materially and adversely affect the rights of any Participant without his or her consent;

(vii) subject to Applicable Laws, to implement an Option ExchangeProgram and establish the terms and conditions of such Option Exchange Program without consent of the holders of capital stock of the Company, provided that no amendment or adjustment to an Option that would materially and adversely affect the rights of any Participant shall be made without his or her consent;

(viii) to approve addenda pursuant to Section 18 below or to grantAwards to, or to modify the terms of, any outstanding Option Agreement, Restricted Token Purchase Agreement, Restricted Token Unit Agreement or any agreement related to any Optioned Tokens, Restricted Token or Restricted Token Unit held by Participants who are foreign nationals or employed outside of the United States with such terms and conditions as the Administrator deems necessary or appropriate to accommodate differences in local law, tax policy or custom which deviate from the terms and conditions set forth in this Plan to the extent necessary or appropriate to accommodate such differences; and

(ix) to construe and interpret the terms of the Plan, any OptionAgreement, Restricted Token Purchase Agreement or Restricted Token Unit Agreement, and any agreement related to any Optioned Token, Restricted Token or Restricted Token Unit, which constructions, interpretations and decisions shall be final and binding on all Participants.

(d) Indemnification. To the maximum extent permitted by Applicable Laws,each member of the Committee (including officers of the Company, if applicable), or of the Board, as applicable, shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or pursuant to the terms and conditions of any Award except for willful default or gross negligence, and (ii) any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided that such member shall give the Company an opportunity, at its own expense, to handle and defend any such claim, action, suit or proceeding before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any other power that the Company may have to indemnify or hold harmless each such person.

5. Eligibility.

(a) Recipients of Grants. Options, Restricted Tokens and Restricted TokenUnits may be granted to Employees and Consultants.

FOR REFERENCE ONLY

Page 25: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

(b) No Employment Rights. Neither the Plan nor any Award shall conferupon any Employee or Consultant any right with respect to continuation of an employment or consulting relationship with the Company (any Parent, Subsidiary or Affiliate), nor shall it interfere in any way with such Employee’s or Consultant’s right or the Company’s (Parent’s, Subsidiary’s or Affiliate’s) right to terminate his or her employment or consulting relationship at any time, with or without cause.

6. Term of Plan. The Plan shall become effective upon its adoption by the Boardand shall continue in effect for a term of 10 years unless sooner terminated under Section 14 below.

7. Options.

(a) Term of Option. The term of each Option shall be the term stated in theOption Agreement; provided that the term shall be no more than 10 years from the date of grant thereof or such shorter term as may be provided in the Option Agreement.

(b) Option Exercise Price and Consideration.

(i) Exercise Price. The per Token exercise price for the Tokens to beissued pursuant to the exercise of an Option shall be such price as is determined by the Administrator and set forth in the Option Agreement.

(ii) Permissible Consideration. The consideration to be paid for theTokens to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, to the extent required by Applicable Laws, shall be determined at the time of grant) and may consist entirely of (1) cash; (2) check; (3) to the extent permitted under, and in accordance with, Applicable Laws, delivery of a promissory note with such recourse, interest, security and redemption provisions as the Administrator determines to be appropriate (subject to the provisions of Applicable Law); (4) cancellation of indebtedness; (5) other previously owned Tokens that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Tokens as to which the Option is exercised; (6) a Cashless Transaction; (7) such other consideration and method of payment permitted under Applicable Laws; or (8) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company and the Administrator may, in its sole discretion, refuse to accept a particular form of consideration at the time of any Option exercise.

(c) Exercise of Option.

(i) General.

(1) Exercisability. Any Option granted hereunder shall beexercisable at such times and under such conditions as determined by the Administrator, consistent with the terms of the Plan and reflected in the Option Agreement, including vesting requirements and/or performance criteria with respect to the Company, and Parent, Subsidiary or Affiliate, and/or the Optionee.

FOR REFERENCE ONLY

Page 26: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

(2) Leave of Absence. The Administrator shall have thediscretion to determine at any time whether and to what extent the vesting of Options shall be tolled during any leave of absence; provided, however, that in the absence of such determination, vesting of Options shall continue during any paid leave and shall be tolled during any unpaid leave (unless otherwise required by Applicable Laws). Notwithstanding the foregoing, in the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon an Optionee’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Options to the same extent as would have applied had the Optionee continued to provide services to the Company (or any Parent, Subsidiary or Affiliate, if applicable) throughout the leave on the same terms as he or she was providing services immediately prior to such leave.

(3) Minimum Exercise Requirements. Unless the Administrator determines otherwise, an Option may not be exercised for a fraction of a Token. The Administrator may require that an Option be exercised as to a minimum number of Tokens, provided that such requirement shall not prevent an Optionee from exercising the full number of Tokens as to which the Option is then exercisable.

(4) Procedures for and Results of Exercise. An Option shallbe deemed exercised when written notice of such exercise has been received by the Company in accordance with the terms of the Option Agreement by the person entitled to exercise the Option and the Company has received full payment for the Tokens with respect to which the Option is exercised and has paid, or made arrangements to satisfy, any applicable taxes, withholding, required deductions or other required payments in accordance with Section 9 below. The exercise of an Option shall result in a decrease in the number of Tokens that thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Tokens as to which the Option is exercised.

(5) Rights as a Holder of Tokens. Until the issuance of theOptioned Tokens (and as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no rights equivalent to those of a holder of Tokens shall exist with respect to the Optioned Token, notwithstanding the exercise of the Option.

(ii) Termination of Continuous Service Status. The Administratorshall establish and set forth in the applicable Option Agreement the terms and conditions upon which an Option shall remain exercisable, if at all, following termination of an Optionee’s Continuous Service Status, which provisions may be waived or modified by the Administrator at any time.

(iii) Buyout Provisions. The Administrator may at any time offer tobuy out for a payment in cash or Tokens an Option previously granted under the Plan based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made. FOR REFERENCE O

NLY

Page 27: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

8. Restricted Tokens and Restricted Token Units.

(a) Restricted Tokens.

(i) Rights to Purchase. When a right to purchase or receiveRestricted Tokens are granted under the Plan, the Company shall advise the recipient in writing of the terms, conditions and restrictions related to the offer, including the number of Tokens that such person shall be entitled to purchase, the price to be paid, if any (which shall be as determined by the Administrator, subject to Applicable Laws), and the time within which such person must accept such offer. The permissible consideration for Restricted Tokens shall be determined by the Administrator, and shall be the same as is set forth in Section 7(b)(ii) above with respect to the exercise of Options. The offer to purchase Tokens shall be accepted by execution of a Restricted Token Purchase Agreement in the form determined by the Administrator.

(ii) Repurchase Option.

(1) General. Unless the Administrator determines otherwise,the Restricted Token Purchase Agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the Participant’s Continuous Service Status for any reason (including death or Disability) at a purchase price for Tokens equal to the original purchase price paid by the purchaser to the Company for such Tokens and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at such rate as the Administrator may determine.

(2) Leave of Absence. The Administrator shall have thediscretion to determine at any time whether and to what extent the lapsing of Company repurchase rights shall be tolled during any leave of absence; provided, however, that in the absence of such determination, such lapsing shall continue during any paid leave and shall be tolled during any unpaid leave (unless otherwise required by Applicable Laws). Notwithstanding the foregoing, in the event of military leave, the lapsing of Company repurchase rights shall toll during any unpaid portion of such leave, provided that, upon a Participant’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Tokens purchased pursuant to the Restricted Token Purchase Agreement to the same extent as would have applied had the Participant continued to provide services to the Company (or any Parent, Subsidiary or Affiliate, if applicable) throughout the leave on the same terms as he or she was providing services immediately prior to such leave.

(iii) Other Provisions. The Restricted Token Purchase Agreementshall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. In addition, the provisions of Restricted Token Purchase Agreements need not be the same with respect to each Participant.

(iv) Rights as a Holder of Tokens. Once the Restricted Tokens arepurchased, the Participant shall have the rights equivalent to those of a holder of Tokens, and FOR REFERENCE O

NLY

Page 28: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

shall be a record holder when his or her purchase and the issuance of the Tokens are entered upon the records of the duly authorized transfer agent of the Company.

(b) Restricted Token Units.

(i) Award Terms. When Restricted Token Units are granted underthe Plan, the Company shall advise the recipient in writing of the terms, conditions and restrictions applicable to the Award, including the number of Restricted Token Units that such person shall be entitled to receive. The offer to receive Restricted Token Units shall be accepted by execution of a Restricted Token Unit Agreement in the form determined by the Administrator.

(ii) Vesting and Settlement.

(1) General. The Administrator may, in its discretion, setvesting criteria for the Restricted Token Units that must be met in order to be eligible to receive a payout pursuant to the Award (note that the Administrator may specify additional conditions which must also be met in order to receive a payout pursuant to the Award). Any such vesting criteria may be based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment or service), or any other basis determined by the Administrator in its discretion. Notwithstanding the foregoing, at any time after the grant of Restricted Token Units, the Administrator, in its sole discretion, may reduce or waive any applicable vesting criteria.

(2) Leave of Absence. The Administrator shall have thediscretion to determine whether and to what extent the vesting of an Award of Restricted Token Units shall be tolled during any leave of absence; provided, however, that in the absence of such determination, vesting shall continue during any paid leave and shall be tolled during any unpaid leave (unless otherwise required by Applicable Laws). Notwithstanding the foregoing, in the event of military leave, vesting shall be tolled during any unpaid portion of such leave, provided that, upon a Participant’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to the Restricted Token Units received pursuant to the Restricted Token Unit Agreement to the same extent as would have applied had the Participant continued to provide services to the Company (or any Parent, Subsidiary or Affiliate, if applicable) throughout the leave on the same terms as he or she was providing services immediately prior to such leave.

(iii) Form and Timing of Settlement. Settlement of earned RestrictedToken Units will be made upon the date(s) determined by the Administrator and may be subject to additional conditions, if any, each as set forth in the Restricted Token Unit Agreement. The Administrator, in its sole discretion, may settle earned Restricted Token Units in cash, Tokens, or a combination of both.

(iv) Other Provisions. The Restricted Token Unit Agreement shallcontain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. In addition, the provisions of Restricted Token Unit Agreements need not be the same with respect to each Participant.

FOR REFERENCE ONLY

Page 29: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

(v) Rights as a Holder of Token. Until the issuance of the Tokens(as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to any rights as a holder of Tokens shall exist with respect to the Restricted Token Units.

9. Taxes.

(a) As a condition of the grant, vesting and exercise or settlement of anAward, the Participant (or in the case of the Participant’s death or a permitted transferee, the person holding, exercising or receiving the proceeds of the Award) shall make such arrangements as the Administrator may require for the satisfaction of any tax required by Applicable Laws, withholding, and any other required deductions or payments that may arise in connection with such Award. The Company shall not be required to issue any Tokens under the Plan until such obligations are satisfied.

(b) The Administrator may, to the extent permitted under Applicable Laws,permit a Participant (or in the case of the Participant’s death or a permitted transferee, the person holding, exercising or receiving the proceeds of the Award) to satisfy all or part of his or her tax, withholding, or any other required deductions or payments by Cashless Transaction or by surrendering Tokens (either directly or by token attestation) that he or she previously acquired; provided that, unless specifically permitted by the Company, (i) any such Cashless Transaction must be an approved broker-assisted Cashless Transaction or the Tokens withheld in the Cashless Transaction must be limited to avoid financial accounting charges under applicable accounting guidance, and (ii) any such surrendered Tokens must have been previously held for any minimum duration required to avoid financial accounting charges under applicable accounting guidance. Any payment of taxes by surrendering Tokens to the Company may be subject to restrictions imposed by Applicable Laws.

(c) Awards will be designed and operated in such a manner that they areeither exempt from the application of, or comply with, the requirements of Section 409A, if applicable, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A, and any ambiguities will be interpreted to so comply or be so exempt. The Plan and each Award agreement under the Plan is intended to meet the requirements of Section 409A (or an exemption therefrom) and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A (or an exemption therefrom), such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A. In no event will the Company be responsible for or reimburse a Participant for any taxes or other penalties incurred as a result of applicable of Code Section 409A.

10. Adjustments Upon Merger or Certain Other Transactions.

(a) Dissolution or Liquidation. In the event of the dissolution or liquidationof the Company, each Award will terminate immediately prior to the consummation of such action, unless otherwise determined by the Administrator.

FOR REFERENCE ONLY

Page 30: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

(b) Corporate Transactions. In the event of (i) a transfer of all orsubstantially all of the Company’s assets, (ii) a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person, or (iii) the consummation of a transaction, or series of related transactions, in which any one person, or more than one person acting as a group (“Person”), acquires , directly or indirectly, ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the Company’s then outstanding capital stock (a “Corporate Transaction”), each outstanding Award (vested or unvested) will be treated as the Administrator determines, which determination may be made without the consent of any Participant and need not treat all outstanding Awards (or portion thereof) in an identical manner.

11. Non-Transferability of Awards. Except as set forth in this Section 11, Awards(or any rights of such Awards) may not be sold, pledged, encumbered, assigned, hypothecated, or disposed of or otherwise transferred in any manner other than by will or by the laws of descent or distribution. The designation of a beneficiary by a Participant will not constitute a transfer. An Option may be exercised, during the lifetime of the holder of the Option, only by such holder or a transferee permitted by this Section 11.

12. Non-Transferability of Tokens Underlying Awards.

(a) General. Notwithstanding anything to the contrary, prior to the Tokensbecoming a Unrestricted Token or as otherwise provided by the Company, no Participant or other Token holder shall Transfer (as such term is defined below) any Tokens (or any rights of or interests in such Tokens) acquired pursuant to any Award (including, without limitation, Tokens acquired upon exercise of an Option) to any person or entity unless such Transfer is approved by the Board prior to such Transfer, which approval may be granted or withheld in the Board’s sole and absolute discretion. “Transfer” shall mean, with respect to any Token, the direct or indirect assignment, sale, transfer, tender, pledge, hypothecation, or the grant, creation or suffrage of a lien or encumbrance in or upon, or the gift, placement in trust, or the Constructive Sale (as such term is defined below) or other disposition of such Token (including transfer by testamentary or intestate succession, merger or otherwise by operation of law) or any right, title or interest therein (including, but not limited to, any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof, the offer to make such a sale, transfer, Constructive Sale or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. “Constructive Sale” shall mean, with respect to any Token, a short sale with respect to such Token, entering into or acquiring an offsetting derivative contract with respect to such Token, entering into or acquiring a futures or forward contract to deliver such Token, or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership. Any purported Transfer effected in violation of this Section 12 shall be null and void and shall have no force or effect and the Company shall not be required (i) to transfer on its books any Tokens that have been sold or otherwise transferred in violation of any of the provisions of the Plan or (ii) to treat as owner of such Tokens any purchaser or other transferee to whom such Tokens shall have been so transferred.

(b) Approval Process. Any Participant or Token holder seeking the approvalof the Company to Transfer some or all of its Tokens pursuant to this Section 12 shall give

FOR REFERENCE ONLY

Page 31: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

written notice thereof to the Secretary of the Company that shall include: (1) the name of the Token holder; (2) the proposed transferee; (3) the number of Tokens of the Transfer of which approval is thereby requested; and (4) the purchase price (if any) of the Tokens proposed for Transfer (such information provided to the Board, the “Notice”). The Company may require the Participant to supplement its notice with such additional information as the Company may deem necessary or desirable or as may otherwise be required by the applicable Option Agreement, Restricted Token Purchase Agreement, Restricted Token Unit Agreement or other applicable written agreement.

(c) Waiver of Right. Any failure by the Board to respond to a Notice within 15 calendar days after delivery of the later of the Notice or supplementary material requested by the Company shall constitute a waiver of the transfer restrictions set forth in this Section 12. Any failure to by the Board of Directors to approve or deny a Transfer within 60 calendar days of the first receipt of the Notice shall constitute a waiver of the transfer restrictions set forth in this Section 12.

(d) Stop Transfer. The Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to any third party in possession, custody, or control of the Tokens

13. Time of Granting Awards. The date of grant of an Award shall, for all purposes, be the date on which the Administrator makes the determination granting such Award, or such other date as is determined by the Administrator.

14. Amendment and Termination of the Plan. The Board may at any time amend or terminate the Plan, but no amendment or termination shall be made that would materially and adversely affect the rights of any Participant under any outstanding Award, without his or her consent. In addition, to the extent necessary and desirable to comply with Applicable Laws, the Company shall obtain the approval of holders of capital stock with respect to any Plan amendment in such a manner and to such a degree as required.

15. Conditions Upon Issuance of Awards and/or Tokens. Notwithstanding any other provision of the Plan or any agreement entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Award and/or Tokens under the Plan unless such issuance or delivery would comply with Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. Awards may contain additional terms and conditions set forth in the Award agreement and the Administrator shall have the power and authority to make amendments and adjustments to Awards and/or Tokens in order to comply with Applicable Law, including, but not limited to, Applicable Laws for the state or jurisdiction in which the Participant resides or performs services. As a condition to the exercise of any Option, purchase or receipt of any Restricted Tokens or settlement of any Restricted Token Units, the Company may require the person exercising the Option or purchasing or receiving the Restricted Tokens or Restricted Token Units to represent and warrant at the time of any such exercise, purchase, receipt or settlement that the Tokens are being purchased or received only for investment and without any present intention to sell or distribute such Tokens if, in the opinion of counsel for the Company, such a representation is advisable or required by Applicable Laws. Tokens issued upon the exercise of Options, purchase or receipt of Restricted Tokens or settlement of any Restricted

FOR REFERENCE ONLY

Page 32: XX NETWORK BETANET NODE AGREEMENT ONLY · 2021. 3. 12. · exclusive, perpetual, irrevocable, royalty-free, worldwide-license (with the right to grant and authorize sublicenses) to

Token Units prior to the date, if ever, on which the Tokens become a Unrestricted Token shall be subject to a right of first refusal in favor of the Company pursuant to which the Participant will be required to offer Tokens to the Company before selling or transferring them to any third party on such terms and subject to such conditions as is reflected in the applicable Option Agreement, Restricted Token Purchase Agreement or Restricted Token Unit Agreement.

16. Beneficiaries. If permitted by the Company, a Participant may designate one or more beneficiaries with respect to an Award by timely filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Participant’s death. Except as otherwise provided in an Award Agreement, if no beneficiary was designated or if no designated beneficiary survives the Participant, then after a Participant’s death any vested Award(s) shall be transferred or distributed to the Participant’s estate or to any person who has the right to acquire the Award by bequest or inheritance.

17. Approval of Holders of Capital Stock. If required by Applicable Laws, continuance of the Plan shall be subject to approval by the holders of capital stock of the Company within 12 months before or after the date the Plan is adopted or, to the extent required by Applicable Laws, any date the Plan is amended. Such approval shall be obtained in the manner and to the degree required under Applicable Laws.

18. Addenda. The Administrator may approve such addenda to the Plan as it may consider necessary or appropriate for the purpose of granting Awards to Employees or Consultants, which Awards may contain such terms and conditions as the Administrator deems necessary or appropriate to accommodate differences in local law, tax policy or custom, which may deviate from the terms and conditions set forth in this Plan. The terms of any such addenda shall supersede the terms of the Plan to the extent necessary to accommodate such differences but shall not otherwise affect the terms of the Plan as in effect for any other purpose.

FOR REFERENCE ONLY