$BOASE STUDIO TOKEN SUBSCRIPTION AGREEMENT

The Venture Studio Token of b0ase.com
Agreement Version 1.0 — January 2026

1. BACKGROUND

1.1 b0ase Ventures operates b0ase.com, a venture studio that develops and launches technology products including AI systems, blockchain applications, and developer tools.

1.2 The Studio has created $BOASE tokens to represent fractional ownership and revenue rights in the entire b0ase portfolio of products.

1.3 The Studio maintains a 50% ownership stake in each product it creates, including but not limited to: Kintsugi Engine ($KINTSUGI), ScrollPay ($SCROLLPAY), and all future products.

1.4 The Subscriber wishes to purchase $BOASE tokens on the terms set out in this Agreement.

2. DEFINITIONS

"$BOASE Tokens" means the digital tokens representing ownership interest in the b0ase venture studio, with a total supply of 1,000,000,000 (one billion) tokens.

"Product Tokens" means tokens issued for individual b0ase products, including $KINTSUGI, $SCROLLPAY, and any future product tokens.

"Studio Stake" means the 50% ownership position the Studio holds in each Product Token, which represents the primary source of value for $BOASE holders.

"Subscription Amount" means the amount set out in Schedule 1.

"Token Allocation" means the number of $BOASE tokens allocated to the Subscriber as set out in Schedule 1.

3. SUBSCRIPTION

3.1 Subject to the terms of this Agreement, the Subscriber agrees to subscribe for the Token Allocation in consideration for the Subscription Amount.

3.2 The Subscription Amount shall be paid within 14 days of signing this Agreement via:

• Bank transfer in GBP to the Studio's designated account; or
• Ethereum (ETH) to: 0xe1aBe52c85DbCbFbA1798D0fA5C6E9400189D0Ec; or
• Bitcoin (BTC) to: [Address provided upon request]; or
• Bitcoin SV (BSV) to: [Address provided upon request]; or
• Solana (SOL) to: [Address provided upon request]; or
• Such other payment method as agreed by the parties.

3.3 Upon receipt of the Subscription Amount, the Studio shall allocate the Token Allocation to the Subscriber's account on the b0ase.com platform and/or transfer BSV21 tokens to the Subscriber's designated wallet.

4. STUDIO PORTFOLIO STRUCTURE

4.1 The Studio operates a portfolio model where it retains 50% ownership of each product:

4.2 $BOASE token holders benefit from the Studio's 50% stake in ALL products. As the portfolio grows, $BOASE holders gain exposure to each new product automatically.

5. TOKEN RIGHTS

5.1 $BOASE token holders are entitled to:

• Portfolio Revenue Share: Pro-rata share of revenue flowing to the Studio from its 50% stakes in all products, distributed quarterly.
• Studio Governance: Voting rights on studio-level decisions including new product launches, major investments, and strategic direction.
• Information Rights: Quarterly reports on all portfolio products, studio financials, and development roadmaps.
• Transferability: Right to transfer tokens subject to Section 6.
• On-Chain Ownership: $BOASE tokens exist on the BSV blockchain and can be held in compatible wallets.

5.2 $BOASE tokens do not represent:

• Equity or shares in any incorporated legal entity;
• Direct ownership in any individual product (those are represented by Product Tokens);
• Any claim on assets of the Studio other than as specified herein;
• Any guaranteed return or income.

6. TRANSFER RESTRICTIONS

6.1 Tokens may be transferred to third parties provided that:

• The transferee completes KYC verification on the b0ase.com platform (for platform transfers); or
• The transfer occurs on-chain via the BSV blockchain (for wallet-to-wallet transfers);
• The Studio is notified of significant transfers (>1% of supply) within 7 days.

6.2 The Studio has no right of first refusal on token transfers.

7. REVENUE DISTRIBUTION

7.1 Revenue flows to $BOASE holders through the following mechanism:

7.2 Distributions shall be made in GBP, BSV, stablecoin, or crypto at the Studio's discretion, within 30 days of quarter end.

8. REPRESENTATIONS AND WARRANTIES

8.1 Subscriber Representations

The Subscriber represents and warrants that:

• They have the legal capacity to enter into this Agreement;
• The Subscription Amount represents funds lawfully obtained;
• They understand the risks associated with digital tokens and venture investments;
• They are not subscribing with funds they cannot afford to lose;
• They have conducted their own due diligence on b0ase Ventures and its products;
• They understand this is a studio-level investment with indirect product exposure.

8.2 Studio Representations

The Studio represents and warrants that:

• It has the right to issue $BOASE tokens;
• The $BOASE token exists on the BSV blockchain as specified;
• The Studio maintains or will maintain 50% ownership in each product launched;
• It will use Subscription Amounts primarily for product development and studio operations;
• It will provide quarterly reports to token holders.

9. RISK FACTORS

The Subscriber acknowledges the following risks:

• Portfolio Risk: Not all products may succeed; some may fail entirely.
• Technology Risk: AI and blockchain systems may not perform as expected.
• Market Risk: Demand for studio products may fluctuate or decline.
• Regulatory Risk: Token regulations may change in various jurisdictions.
• Competition Risk: Competitors may develop similar solutions.
• Liquidity Risk: There may be limited secondary market for tokens.
• Key Person Risk: The Studio depends on its founder and core team.
• Total Loss: The Subscriber may lose the entire Subscription Amount.

10. TERMINATION

10.1 This Agreement may be terminated by mutual written consent of the parties.

10.2 If the Studio ceases operations permanently, it shall:

• Distribute any remaining treasury to $BOASE holders on a pro-rata basis;
• Transfer or sell its Product Token holdings with proceeds to $BOASE holders.

11. GOVERNING LAW

11.1 This Agreement shall be governed by the laws of England and Wales.

11.2 Any disputes shall be resolved by arbitration under the LCIA Rules.

SCHEDULE 1: SUBSCRIPTION DETAILS

Investment Tiers

SCHEDULE 2: CURRENT PORTFOLIO

SIGNATURES