This Token Purchase Agreement (the “Agreement”) is entered into as of April 1, 2025(the “Effective Date”) by and between:

1. DEFINITIONS

1.1 "Token" means the ERC-20 digital token named JIL.ai, deployed on the Ethereum blockchain, governed by the associated smart contract address [Insert Address].

1.2 "Purchase Amount" means the total monetary consideration paid by the Purchaser for the Tokens.

1.3 "Wallet Address" means the Ethereum-compatible address provided by the Purchaser for receiving Tokens.

1.4 "TGE" or "Token Generation Event" means the first public listing of JIL.ai tokens on a decentralized exchange, targeted for January 2026.

1.5 "Vesting Schedule" refers to the delivery plan defined in Schedule A.

2. PURCHASE AND DELIVERY

2.1 Token Sale. Subject to the terms of this Agreement, the Purchaser agrees to buy, and the Issuer agrees to sell, JIL.ai Tokens in the quantity and at the price outlined in Schedule A.

2.2 Payment. Purchaser shall remit payment in [USD/USDC/ETH] to the Issuer’s designated account or wallet.

2.3 Delivery of Tokens. Tokens will be delivered in accordance with the Vesting Schedule, commencing at the TGE. The immediate unlock portion will be released in January 2026; the remainder will vest monthly as described in Schedule A.

3. REPRESENTATIONS AND WARRANTIES

3.1 Purchaser Representations

3.2 Issuer Representations

4. VESTING AND TRANSFER RESTRICTIONS

4.1 Vesting. Tokens will be unlocked according to the stage-based schedule set out in Schedule A.

4.2 Transfer Restrictions. Tokens may not be transferred or resold except as allowed by applicable laws and subject to smart contract or issuer-imposed restrictions.

5. COMPLIANCE AND KYC

Purchaser must complete any required Know-Your-Customer (KYC), Anti-Money Laundering (AML), and investor accreditation procedures before Tokens are delivered. The Issuer reserves the right to deny or delay token issuance if these checks are not satisfactorily completed.

6. RISK ACKNOWLEDGEMENT

Purchaser acknowledges:

7. TAXES

Purchaser bears sole responsibility for any taxes arising from the purchase, ownership, or transfer of Tokens.

8. LIMITATION OF LIABILITY

Issuer shall not be liable for indirect, incidental, or consequential damages related to this Agreement or the use of the Tokens.

9. CONFIDENTIALITY

Both parties agree to keep the terms of this Agreement confidential unless disclosure is required by law or regulatory authority.

10. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the State of Wyoming. Any disputes shall be resolved by:

11. ENTIRE AGREEMENT

This document constitutes the entire understanding between the parties. Amendments must be made in writing and signed by both parties.

SCHEDULE A: VESTING SCHEDULE FOR JIL.ai (ERC-20)

Token unlocks begin January 2026 (DEX listing). Each stage includes an immediate unlock and linear vesting of the remaining tokens at 2.08% per month until fully released.