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”) govern your purchase of the right to receive Sui units of value on the Sui blockchain protocol (the “Token 

,” and the Token Rights, together with the Tokens solely to the extent such Tokens are deemed securities under applicable law, the “

”) being sold in connection herewith. By bidding, purchasing, accepting delivery of, holding, exchanging, transferring, staking, or otherwise using the Token Interests in any way, you hereby confirm that you understand these Terms and expressly agree to be bound by and comply with these Terms.

Regulation S and Securities Law Compliance

You are not a U.S. Person as defined in Rule 902(k) of Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”). You understand and agree that: (i) the offer and sale of the Token Interests is made in an offshore transaction (as defined in Rule 902(h) of Regulation S); (ii) no directed selling efforts (as defined in Rule 902(c) of Regulation S) were made in the United States; (iii) you are not acquiring the Token Interests for the account or benefit of any U.S. Person; and (iv) your purchase of the Token Interests is not part of a plan or scheme to evade the requirements of the Securities Act.

You will not, (i) during the restricted period that is applicable to the Token Interests set forth in the legend set forth below (the “Restricted Period”) and to any certificate representing the Token Interests, offer or sell any Token Interests (or create or maintain any derivative position equivalent thereto) in the United States, to or for the account or benefit of a U.S. Person or other than in accordance with Regulation S, or (ii) engage in hedging transactions with regard to the Token Interests prior to the expiration of the Restricted Period.

You will, after the expiration of the applicable Restricted Period, offer, sell, charge, pledge or otherwise transfer the Token Interests (or create or maintain any derivative position equivalent thereto) only pursuant to registration under the Securities Act or any available exemption therefrom and, in any case, in accordance with applicable U.S. state securities laws.

You acknowledge and agree that the Token Interests will be deemed to bear the legend set forth below (in addition to any other legend required by applicable U.S. federal, state or non-U.S. securities laws):

THE TOKEN INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, AND NO PERSON INTENDS TO REGISTER THEM. PRIOR TO [June 14th 2024] (THE “ONE-YEAR DEADLINE”), THE TOKEN INTERESTS MAY NOT BE OFFERED OR SOLD (INCLUDING OPENING A SHORT POSITION IN SUCH TOKEN INTERESTS) IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED BY RULE 902(k) ADOPTED UNDER THE ACT), OTHER THAN TO DISTRIBUTORS, UNLESS THE TOKEN INTERESTS ARE REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. PURCHASERS OF TOKEN INTERESTS PRIOR TO THE ONE-YEAR DEADLINE MAY RESELL SUCH TOKEN INTERESTS ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR OTHERWISE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S OF THE ACT, OR IN TRANSACTIONS EFFECTED OUTSIDE OF THE UNITED STATES, PROVIDED, IN EACH CASE, THEY DO NOT SOLICIT (AND NO ONE ACTING ON THEIR BEHALF SOLICITS) PURCHASERS IN THE UNITED STATES OR OTHERWISE ENGAGE(S) IN SELLING EFFORTS IN THE UNITED STATES AND PROVIDED THAT HEDGING TRANSACTIONS INVOLVING THESE TOKEN INTERESTS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. A HOLDER OF THE TOKEN INTERESTS WHO IS A DISTRIBUTOR, DEALER, SUB-UNDERWRITER OR OTHER SECURITIES PROFESSIONAL, IN ADDITION, CANNOT PRIOR TO THE ONE-YEAR DEADLINE, RESELL THE TOKEN INTERESTS TO A U.S. PERSON AS DEFINED BY RULE 902(k) OF REGULATION S UNLESS THE TOKEN INTERESTS ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.

EACH PURCHASER OF A TOKEN INTEREST UNDERSTANDS AND ACKNOWLEDGES THAT THE SUI FOUNDATION IS NOT, AND WILL NOT BE REGISTERED AS A VIRTUAL ASSET SERVICE PROVIDER UNDER THE VIRTUAL ASSETS SERVICE PROVIDERS ACT OF THE CAYMAN ISLANDS AND NO SUCH INTERESTS HAVE BEEN, OR WILL BE REGISTERED WITH CAYMAN ISLANDS MONTEARY AUTHORITY. 

You hereby acknowledge and understand that, (a) users who are not “U.S. Persons” (as defined in Regulation S), including users registered on other cryptocurrency exchange platforms, can purchase up $1,000 of Tokens at $0.10 per Token, and (b) certain users who are not U.S. Persons and complete additional “know you customer” requirements, meet other qualifying criteria and have been approved by the applicable exchanges, can purchase up to $45 of Tokens at $0.03 per Token (in addition to any Tokens acquired under clause (a), which Tokens will be deemed to be unlocked and transferrable immediately upon the Mainnet Launch Date (which date shall be determined by the Sui Foundation), in each case, up to certain maximum allocations per cryptocurrency exchange. 

You are not located, incorporated or otherwise established in, or a citizen or resident of any state, country or other jurisdiction that is designated by the U.S. Secretary of State as a country supporting international terrorism, or to which U.S. nationals cannot lawfully engage in transactions as designated by the Office of Foreign Assets Control (“OFAC”), including Cuba, Crimea region of Ukraine, Democratic People’s Republic of Korea, Iran and Syria, and you are not a person found on the OFAC Specially Designated Nationals, Blocked Persons List, or any other consolidated prohibited persons list as determined by any applicable governmental authority (including any such list maintained by the government of the United Kingdom).

You represent and warrant that you are in compliance with all applicable laws, ordinances, judgments, orders, rules and regulations that are applicable to you in connection with your purchase, use, holding, sale or transfer of the Token Interests and Tokens, as applicable. Your purchase, payment for, continued beneficial ownership of and transfer of the Token Interests and Tokens, as applicable, will not violate any applicable laws of your jurisdiction.

NO SELLER INVOLVED IN THE OFFERING OR THE SUI FOUNDATION (COLLECTIVELY, THE “LIMITED LIABILITY PARTIES” WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE ACTIVITIES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR PARTICIPATION IN, OR INABILITY TO PARTICIPATE IN, THE OFFERING, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE, AS SUCH TERM IS CONSTRUED UNDER DELAWARE LAW), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY LIMIITED LIABILITY PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL ANY LIMITED LIABILITY PARTY’S TOTAL LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM YOUR PARTICIPATION IN, OR INABILITY TO PARTICIPATE IN, THE OFFERING EXCEED THE TOTAL PRICE PAID BY YOU IN THE OFFERING (AS DENOMINATED IN USD AT THE TIME OF THE OFFERING). THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN.

Waiver of Warranties; Assumption of Risks 

You understand and expressly accept that the Tokens will be delivered to you at your sole risk on an “AS IS” and “UNDER DEVELOPMENT” basis. 

NO PARTY MAKES ANY WARRANTY WHATSOEVER WITH RESPECT TO THE TOKENS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY ANY PERSON. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ASSUME ALL RISKS AND LIABILITIES FOR THE RESULTS OBTAINED BY THE USE OF ANY TOKENS AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY THE LIMITED LIABILITY PARTIES, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE TOKENS.

You understand that your purchase of the Token Interests involve significant risks, all of which you fully and completely assume, including, but not limited to, the risks that (i) the technology and economic models associated with the Tokens will not function as intended; (ii) the Tokens and its associated blockchain network will fail to attract sufficient interest from users and key stakeholders; (iii) there is currently no liquid market for the Token Interests or Tokens and no such market may ever develop or exist, (iv) the Token Interests have been previously sold to third party purchasers, including at prices which may be lower than the price that you will pay in this offering, and (iv) parties involved in the development of the Tokens may be subject to investigation and punitive actions from governmental authorities. 

THE RISK OF LOSS IN BUYING, HOLDING AND TRADING DIGITAL ASSETS THEREIN, INCLUDING THE TOKENS, CAN BE IMMEDIATE AND SUBSTANTIAL. THERE IS NO GUARANTEE AGAINST LOSSES FROM PARTICIPATING IN THE OFFERING. YOU SHOULD THEREFORE CAREFULLY CONSIDER WHETHER TRADING OR HOLDING THE TOKEN INTERESTS AND TOKENS, AS APPLICABLE, IS SUITABLE FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION. 

Any claim or dispute arising under these Terms will take place on an individual basis without resort to any form of class or representative action (the “Class Action Waiver”). THIS CLASS ACTION WAIVER PRECLUDES ANY PARTY FROM PARTICIPATING IN OR BEING REPRESENTED IN ANY CLASS OR REPRESENTATIVE ACTION REGARDING A CLAIM. Regardless of anything else herein to the contrary, the validity and effect of the Class Action Waiver may be determined only by a court or referee and not by an arbitrator. You acknowledge that this Class Action Waiver is material and essential to the arbitration of any disputes between the parties and is non-severable from these Terms.

YOU MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PURCHASING, HOLDING, EXCHANGING, SELLING, STAKING, TRANSFERRING OR OTHERWISE USING THE TOKEN INTERESTS OR TOKENS, AS APPLICABLE, IN ANY WAY. YOU HEREBY REPRESENT THAT (A) YOU HAVE CONSULTED WITH A TAX ADVISER THAT YOU DEEM ADVISABLE IN CONNECTION WITH YOUR PURCHASE AND USE OF THE TOKEN INTERESTS OR TOKENS, AS APPLICABLE, OR THAT YOU HAVE HAD THE OPPORTUNITY TO OBTAIN TAX ADVICE BUT HAVE CHOSEN NOT TO DO SO, (B) NONE OF THE LIMITED LIABILITY PARTIES HAS PROVIDED YOU WITH ANY TAX ADVICE, AND (C) YOU AGREE TO BE FULLY RESPONSIBLE FOR ANY TAXES RESULTING FROM ANY PURCHASE AND USE OF THE TOKEN INTERESTS OR TOKENS, AS APPLICABLE. 

These Terms will be governed by and construed in accordance with the laws of the Cayman Islands, without regard to or application of conflicts of law rules or principles. Any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by binding arbitration to be administered by the Cayman Islands International Arbitration Centre (CIAC) and governed by the Arbitration Act (as amended) of the Cayman Islands. The arbitration shall be conducted in the English language and the place of arbitration shall be in the Cayman Islands. The number of arbitrators shall be one. The place of arbitration will be George Town, Cayman Islands. The decision of the sole arbitrator to any such dispute, controversy, difference or claim shall be final and binding upon both parties. If any litigation or arbitration is necessary to enforce the terms of this contract, the prevailing party will be entitled to have their attorney fees paid by the other party. Each party waives any right it may have to assert the doctrine of forum non conveniens, to assert that it is not subject to the jurisdiction of such arbitration or courts or to object to venue to the extent any proceeding is brought in accordance herewith. 

Except as expressly provided in the section of these terms titled "Limitation of Liability", a person who is not a party to this contract shall not have any rights under the Contracts (Rights of Third Parties) Act (as amended) to enforce any term of this contract. Notwithstanding any term of this contract, the consent of or notice to any person who is not a party to this contract shall not be required for any termination, rescission or agreement to any variation, waiver, assignment, novation, release or settlement under this contract at any time.

Terms and Conditions from SUI

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