TOKENIZED CRYPTOCURRENCY RIGHT TRANSFER AGREEMENT
Subject to an existing Right of Ownership Token Transfer Agreement or otherwise proclaimed possession of ownership of the underlying asset (“the Cryptocurrency”), referenced as “ERC20-DISC518”, Mako Labs LLC, (“Token Issuer”) whose address is 22 Parsonage St., #323 Providence, Rhode Island agrees to tokenize its ownership of the Cryptocurrency Right granted under the Agreement ERC20-DISC518, (the “Tokenized Right to Cryptocurrency Revenue”).


Uploading this Agreement on the blockchain will be hashed and referred in code of a Smart Contract generated by the Token Issuer.


1. DEFINITIONS.
1. “Tokenized Right to Cryptocurrency Revenue” means a digitized portion or unit of the syndicated ownership of the Cryptocurrency Right created under the Agreement ERC20-DISC518.
2. “Token Holder(s)” means a buyer(s) of the tokenized Right representing ownership of the Cryptocurrency Right through the Smart Contract created by the Token Issuer.
3. “Smart Contract” means terms and conditions for a legally effective Instrument written in programming language or asset protocol into the blockchain of Token Issuer’s choice.
4. “Token Buyer” means that a party (an individual, legal entity, or authorized person representing an organization) that intends to buy the Tokenized Cryptocurrency Right initially issued by Token Issuer.


1. DISTRIBUTION OF THE TOKENIZED RIGHT.


2.1. The Token Issuer agrees to issue Token(s) at a nominal price of Ethereum (“ETH”) required to cover the gas price at the time of the transaction on the Ethereum blockchain.


2.2. The Token Issuer agrees to mint 100% of the declared tokens to specified addresses on the Ethereum blockchain based on verified upstream transactions backed by ETH and one or more smart contract transactions within three days of the transaction execution. The Token Issuer makes no claims of the price of the underlying Cryptocurrency from the Cryptocurrency Owner subject to the Agreement ERC20-DISC518 (the “Cryptocurrency Right” or the “Right”).


1. TOKEN HOLDER’S POSSESSION AS CONDITION PRECEDENT.


3.1. Token Holder’s possession for the Token(s) issued by Token Issuer is a condition precedent to the formation of this Agreement. There will be no binding Agreement until the possession from the Token Holder appears in the Token Issuer’s smart contract.  Token Holder consents to the terms of this Agreement.


3.2. Likewise, there will be no binding agreement with any subsequent token holder unless the possession for the Token created made to the Token Holder at the moment of transfer or selling the Token.


1. SMART CONTRACT. To record the ownership of the Cryptocurrency Right created under the Agreement ERC20-DISC518, Token Issuer generates a Smart Contract. This Smart Contract facilitates the direct transfer of the Cryptocurrency Right created to an individual or an entity that holds possession for the Token representing the ownership of the Cryptocurrency Right created under the Agreement (the “Token Holder”).


1. TOKEN HOLDER’S RIGHT.


5.1. Subject to the Agreement ERC20-DISC518, all Token Holder(s) will be granted the right to set a new price for the purchased token, provided that he/she cannot interfere or enforce the Cryptocurrency Owner’s decision regarding the Cryptocurrency subject to the Agreement ERC20-DISC518.


5.2. Subject to the Agreement ERC20-DISC518, Token Holder(s)’s Cryptocurrency Right creates no type of a lien on the Cryptocurrency subject to the Agreement ERC20-DISC518. Token Holder’s Cryptocurrency Right will be limited to the Right to claim the amount of the Cryptocurrency Income promised by the Cryptocurrency Owner to Token Issuer under the Agreement ERC20-DISC518.


1. RIGHT OWNER’S WARRANTIES AND DUTIES. Token Issuer and subsequent Token Holder represent and warrant that, to the best of his/her knowledge, he/she is the sole lawful owner of the tokenized Cryptocurrency Right created under the Agreement ERC20-DISC518 and free and clear of any liens and encumbrances except the ones disclosed to Token Issuer from the Cryptocurrency Owner under the Agreement ERC20-DISC518. Token Issuer and each subsequent Token Holder(s) have full right, power and authority to sell and transfer his/her Right created under the Agreement ERC20-DISC518. Token Issuer and each subsequent Token Holder also warrant he/she does not know of and has no reason to know of any third-party claim to any right, title, or use of the Right created under the Agreement ERC20-DISC518 except the ones disclosed to Token Issuer from the Cryptocurrency Owner under the Agreement ERC20-DISC518. Token Issuer and each subsequent Token Holder will execute no agreement in conflict with this Agreement. Once a token holder takes possession under Section 1, Token Issuer will take any actions that may be necessary or desirable to protect and perfect the Holder’s Cryptocurrency Right created under the Agreement ERC20-DISC518.


1. ASSUMPTION OF RISK.  Each Token Holder bears the risk of loss when purchasing a Token representing the ownership of the Cryptocurrency Right created under the Agreement ERC20-DISC518. Token Issuer will not be responsible for and will not be liable for any loss arising from: (a) failure or malfunction of hardware, software, server, and internet connections; (b) malicious software introduction; (c) the third party may obtain unauthorized access to information stored within buyer’s account, including, but not limited to Buyer’s storage address and private key; (d) forgotten passwords; and (e) incorrectly constructed transactions or mistyped account address.


1. DISCLAIMER.  This Tokenized Cryptocurrency Right subject to the Agreement ERC20-DISC518 is not a consumer good and sold on an “as is” and “as-available” basis. Token Holder(s) bears the entire risk, Token Issuer distributes the tokenized Cryptocurrency Right to Token Holder(s) with no warranty of fitness for a particular purpose, and Token Holder(s) acknowledges that no warrant of fitness could be offered because of the many future technical and legal uncertainties regarding the Tokenized Cryptocurrency Right.


1. TAX.  Token Issuer is not responsible for any taxes or any other costs related to purchasing the Tokenized Cryptocurrency Right created under the Agreement ERC20-DISC518.


1. NO DAMAGES.  Token Issuer will never be liable to Token Holder(s) for consequential and any damages, including but not limited to lost profits.


1. MARKET RISK.  All Token Holder(s) understands this Tokenized Cryptocurrency Right is a new and relatively untested exchange medium. Token Holder(s) understands that Token Issuer cannot predict how the value of the Tokenized Right will change, the consumer demand for the Tokenized Right, technical difficulties in or modification to the peer-to-peer blockchain network, change of regulations, and all other obstacles that a peer-to-peer blockchain network might face. All Token Holder(s) affirmatively represents that he/she is a sophisticated blockchain user and knowingly assumes all risk of loss. All Token Holder(s) has no recourse against Token Issuer for damages or liability suffered by Token Holder(s) due to the market condition or causes.


1. RISK OF FINANCIAL REGULATION.  All Token Holder(s) understands that the Tokenized Cryptocurrency Right is a relatively new technology, and no one can predict how the government for each country may apply and enforce the existing laws or regulate the Tokenized Right or other peer-to-peer blockchain based exchange technologies. All Token Holder(s) understands there is a high level of uncertainty, and all Token Holder(s) assumes that all financial regulatory risk inherent in operating and transferring the Tokenized Right.


All Token Holder(s) has no recourse against Token Issuer for damages, civil and criminal, suffered by each Token Holder(s) due to regulatory enforcement. Token Issuer does not and cannot warrant that the exercise or transfer of the Tokenized Cryptocurrency Right is legal in all specific jurisdiction of each country. Token Issuer has no duty to advise or warn to each Token Holder(s), and each Token Holder(s) will not advise or warn Token Issuer about any legal or regulatory requirement(s). Each Token Holder(s) is solely obligated to understand the laws and regulations of its local jurisdiction before exercising, transferring, selling, or purchasing the Tokenized Right, and Token Holder(s) is solely responsible for any of its actions that may be unlawful.


1. DISPUTE RESOLUTION.  If either Token Issuer or Token Holder has any concerns regarding a breach under this Agreement, the complaining party must first notify the other and allow the other party at least 30 days to remedy the claimed breach.  Any dispute or breach related to this Agreement will be settled under the Rules of Arbitration of the International Chamber of Commerce by one or three arbitrators, and judgment upon the award rendered the arbitrators may be entered in a court in United States jurisdiction. The arbitration will be conducted in the English language, under the International Arbitration Rules of the United States Commercial Arbitration Board.


1. MISCELLANEOUS.


14.1. This Agreement contains the entire agreement and understanding of the Parties and supersedes any prior agreements or understandings between or among the Parties.


1. Governing Law. This Agreement, and the right of the Parties will be governed by, construed and enforced under the laws of Rhode Island. Each party submits to the jurisdiction of the Rhode Island Courts concerning any dispute or matter relating to this Agreement, its implementation, and effect.


14.3. Amendment and Waivers. This Agreement may be amended only by an instrument in writing signed by the Parties. No waivers of, or exceptions to any term, condition or provision, in any one or more instances, will be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.


14.4. Severability. If any provision is held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement will not be affected.


14.5. Each party, in entering this Agreement, acts as an independent party and nothing will be construed to create a partnership or joint venture between the Parties or to constitute agency of any sort. Neither party will have the authority to bind the other.


14.6. Force Majeure. A party is not liable for failure to perform the party’s obligations if such failure is because of Acts of God including: fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, or government prohibition or regulation preventing the trade of blockchain-backed token(s).


IN WITNESS WHEREOF, the Token Issuer, Mako Labs LLC have executed this Agreement by the date first written above.


Token Issuer/Token Holder

_____________________________
Mako Labs LLC
Dated: 5/23/18