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AI & GameFiNerox Private SaleNeurolanche X Labs is an innovative organization
established in 2020 that integrates artificial intelligence and virtual reality
technologies with the web3.

Sale Has Ended
331,281.445 / 320,000 $NEROX First Milestone100%
Private Sale Price: 1 $NEROX = $0.7
ASTRETHUSDTUSDC
Wallet Balance: 0 ASTR
Amount in ASTR You Pay:
max
Amount in NEROX You Receive:
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Sales Info
TOKEN INFO
PROJECT OVERVIEW
YOUR ALLOCATIONS
PRIVATE SALE PRICE$0.7
MIN. ALLOCATION1,000 ASTR
MAX. ALLOCATION500,000 ASTR
VESTING%10 TGE, 1 MONTHS CLIFF, 12 MONTHS LINEAR
HARD CAP1,500,000 NEROX
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SAFT: SIMPLE AGREEMENT FOR FUTURE NEROX TOKENS (PRIVATE SALE)


BETWEEN NEUROLANCHE X LABS AND INVESTORS


1. STRUCTURE & TERMS

1.1 DEAL STRUCTURE

 * Token Total Supply:10,000,000 $NEROX
 * Purchase Price Per Token:$0.70 USD ( 0.70 USD = 1 NEROX )
 * *Percentage Allocation (Private Sale):15% (more info section 6.3)
 * Vesting Schedule:10% Released at TGE, 1 month cliff, Linearly Released 12
   Months
 * Fully Diluted Valuation (Private sale):$ 7,000,000 USD
 * *Estimated Date of TGE:Around end of July - beginning of August (more info
   section 6.4)

1.2 THE AGREEMENT

This agreement certifies that in exchange for the payment by the investor, the
company hereby issues to the investor the right to the purchase amount of NEROX
tokens subject to the terms set forth in this document.

1.3 TERMS OF PURCHASE

Payment will be accepted in full for the token purchase amount in USDC, ASTR,
ETH or USDT to the following address:

 * USDT:0xFb546Af661674Eae2dE26946DAdAF8E86c6341Da At Ethereum Mainnet
 * ASTR:0xFb546Af661674Eae2dE26946DAdAF8E86c6341Da At Astar EVM (parachain)
 * ETH:0xFb546Af661674Eae2dE26946DAdAF8E86c6341Da At Ethereum Mainnet
 * USDC:0xFb546Af661674Eae2dE26946DAdAF8E86c6341Da at Ethereum Mainnet


2. DEFINITIONS

”SAFT”

Simple agreement for future tokens is an instrument granting future rights to an
Investor to receive an amount of Tokens in relation to their investment.

”COMPANY”

The legal entity Neurolanche X Labs. Where there is no legal entity formed or
the organization structure is based on a decentralized autonomous organization
then the Company will be treated as a legal entity for the purposes of this
agreement.

”INVESTOR”

The legal entity, which may be a company or individual, providing funds in
exchange for future Tokens.

”TOKEN”

A digital asset in the form of an ERC20 standard fungible token. The token
provides no ownership rights or voting rights unless otherwise stated and should
in no circumstances be considered a security.

”DISSOLUTION EVENT”

(a) A voluntary termination of operations by the Company in its sole discretion;
(b) a general assignment for the benefit of the Company’s creditors; or (c) any
other event of liquidation, dissolution or winding up of the Company, excluding
change of ownership and control of the Company as well as initial public
offering.

”SDN”

Specially designated national and blocked person and/or blacklisted addresses on
the FOMC sanctions list.

”SUBSEQUENT AGREEMENT”

Any SAFT released by the Company following this SAFT for the future sale rounds
of the Token in accordance with the principles and for the purposes of raising
capital. This definition excludes: (a) Token issues in the scope of the internal
distribution plan of the Company, such as development team incentives and other
relevant events (b) Token issued to third party service providers or other
persons connected and associated with the launch of the Network or, similarly,
provision of goods and services to the Company; (c) Tokens issued in accordance
with sponsored research, collaboration, licensing, development, partnerships and
other applicable agreements; (d) any convertible securities issued by the
Company; and (e) Tokens issued in connecting with mining activities of the
Network and the Company initiated giveaways.

”VESTING SCHEDULE”

means the process of releasing the Token after a token lockup period where the
tokens will not be transferable.

”TGE”

Token generation event is the on-chain minting of tokens via the deployed smart
contract.

”CEX”

Centralized Exchanges


3. TERMS OF SALE

3.1. RESERVATION OF RIGHTS

The Company reserves the rights to offer and sell the Token on different terms
and in multiple rounds. The terms applicable to each round following this round
may be amended so long as the token total supply is not exceeded.

3.2. DELIVERY OF INVESTMENT

Upon entering into the agreement with the Company in accordance with the
provisions of this SAFT, the Investor agrees and undertakes to transfer, at
their discretion and in a good will, the Purchase Amount corresponding to the
relevant amount of Token value and pursuant of this SAFT. By signing this SAFT,
the Investor willingly agrees to be contractually bound by its terms as well as
acknowledges their obligation to transfer the relevant amount of funds as the
Purchase Amount upon delivery and execution of this SAFT and other applicable
agreements with the Company.

3.3. TERMS OF TOKEN DELIVERY

The relevant amount of Tokens shall be delivered to the Investor to their
digital wallet in accordance with the details provided by the Investor. The
Token shall be delivered to the Wallet under the Investor's direct or indirect
control that may not be delegated to any authorized or unauthorized third party,
including the Investor's representatives. The Investor undertakes to notify the
Company of the details regarding their Wallet address to which the Token is to
be transferred as soon as possible, but no later than within 5 calendar days
since the conclusion of this SAFT. The Token shall be delivered to the indicated
Wallet address of the Investor after the successful deployment of the smart
contract, at the stage of the TGE the Token shall be delivered to the Investor
in the full amount corresponding to the Token Purchase Amount.

3.4. VESTING SCHEDULE

The Investor acknowledges and agrees that the availability of the Token for
purchase and distribution is subject to restrictions imposed by this SAFT in
accordance with the Vesting Schedule determined and defined by the Company in
its full and sole discretion. The Vesting Schedule for the Token distribution
shall commence from the date of the TGE and proceed in accordance with the terms
laid out in section 1.1.

3.5. TERMINATION

This SAFT and its provisions shall be deemed terminated if and when:

 * The applicable amount of the Token is delivered to the Investor upon the
   successful evaluation and deployment of the token smart contract and after
   the Token Purchase Amount is received by the Company in full; or:
 * The payment of the Returned Investment; or:
 * The Company's failure or inability to deploy the contract within the
   reasonable time period or conclude positive evaluation and assessment of the
   contract functionality and operability.:


4. COMPANY REPRESENTATIONS

4.1. CORPORATE ENTITY

The Company is a corporation duly organized, validly existing and in good
standing under the laws of the state of its incorporation, and has the power and
authority to own, lease and operate its properties and carry on its business as
now conducted.

4.2. EXECUTION, DELIVERY AND PERFORMANCE

The execution, delivery and performance by the Company of the Token is within
the power of the Company and, other than with respect to the actions to be taken
when Tokens are to be issued to the Purchaser, has been duly authorized by all
necessary actions on the part of the Company.

4.3. LEGAL OBLIGATION

The Token constitutes a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except in an event
of bankruptcy, insolvency or other relevant laws and regulations laying down the
legal framework for the regulation of the economic solvency of creditors and
principles of equity. The Company affirms and acknowledges that, to its
knowledge, it has not been and is not in any violation of its current articles
of incorporation or bylaws, nor has it been or is currently subject to any
ongoing or pending litigation, investigation or legal proceedings; nor has it
been or is currently in violation of any martial law or regulation that could
potentially and reasonably result in a material damage to the company or its
assets; nor has it been or is currently involved in any act concerning money
laundering, terrorism financing, fraud or other financial crime.

4.4. COMPANY AFFIRMATION

The Company affirms and acknowledges that, to its knowledge, the Token has not
been or is currently being used in connection with:

 * Violations of any material laws and regulations applicable to the Company;:
 * Imposition of penalties on the Company and its assets;:
 * Suspension, forfeiture, or nonrenewal of any permit or license, including the
   operational ban on commencing economic activity of the Company;:
 * Promotion, sponsorship (including the acts of charity and donations), and
   payment of and to any natural or legal persons, the activities of which
   concern illegal forms of business activity, infringement of intellectual
   property rights, regulated and licensed goods and services, fraudulent and
   restricted financial services and schemes, as well as other unfair,
   misleading, aggressive, and unregulated goods and services in accordance with
   the relevant laws:


5. INVESTOR REPRESENTATIONS

5.1. INVESTOR AGREEMENT

In order to be deemed eligible for the purchase of the Company's Tokens, the
Investors agrees to and warrants that:

 * The investor is an accredited or authorized investor in their jurisdiction.
   This agreement is not suitable for retail investors or the general public.:
 * The Investor has reached the legal age their your country of residence and
   therefore are legally capable of entering into this SAFT and be bound by its
   terms:
 * Entering into a binding agreement with the Company and being bound by the
   terms and provisions of this SAFT does not contradict or breach any other
   contractual terms by which the Investor is legally bound upon the
   commencement of this SAFT:
 * The Investor is not located and/or residing in any of the restricted
   locations and jurisdictions, including those subject to prohibitive
   regulations, international financial sanctions and economic restriction
   measures:
 * The Investor are not identified as an individual that is officially
   classified as a SDN, or is affiliated with companies, groups and entities
   classified as SDN, or otherwise represent such natural or legal person:

In an event when the Investor is the legal entity, the Investor acknowledges and
warrants, that:

 * The organization is incorporated with all due diligence of the company
   formation and incorporation in the country of its legal location:
 * The organization conducts its activities in accordance with the applicable
   laws and regulations:
 * The representative of the company acting as a signee of this SAFT has been
   legally authorized to represent the organization and otherwise enter into
   legally binding agreements on its behalf:
 * The organization has not been associated with, affiliated with or otherwise
   identified as the SDN:
 * The organization does not represent nor conduct its business activities in
   fields concerning illegal forms of business activity, infringement of
   intellectual property rights, regulated and licensed goods and services,
   fraudulent and restricted financial services and schemes, as well as other
   unfair, misleading, aggressive, and unregulated goods and services in
   accordance with the relevant laws:

5.2. NOT FINANCIAL ADVICE

The Investor further warrants that neither this SAFT nor the representatives
made by the Company in any form shall be perceived as investment, financial,
regulatory, tax or legal advice and that the Investor has sought any said advice
at their own discretion and independently from the professionals with relevant
qualifications and/ or licenses. Any decision in regards to the conclusion of
this SAFT by the Investor is made without the aid of the relevant advisor shall
be your own responsibility. Notwithstanding this provision, the Investor
warrants that they have been provided an opportunity to inquire the Company on
the subject of the Token offering and this SAFT and have received answers from
the Company.

5.3. INVESTOR AWARE

The Investor acknowledges and warrants that they have obtained and possess
sufficient knowledge in financial and business matters and that they are capable
of evaluating risks of benefits associated with purchasing, selling, and dealing
in virtual currencies, including tokens. The Investor further acknowledges the
risk of investment in virtual currencies and that they have assessed their
financial and circumstantial situation and considered whether the purchase of
the Token is suitable for them. The Investor agrees that they are aware of the
possibilities of total and irreversible loss of their financial assets and that
recovering from such loss may be difficult or impossible.

5.4. 3RD PARTIES

The Investor reaffirms that they are purchasing the Token for their own account
for investment, not as a nominee or agent, and not with a view to, or for resale
in connection with, the distribution thereof, and the Investor has no present
intention of selling, granting any participation in, or otherwise distributing
the same.


6. DISCLAIMER OF WARRANTIES

The Token is provided to the Investor on a “as is” and “as available” basis,
with no promises, representations and warranties given in regards to the said
basis, whether express, implied or statutory. The Company does not give any
warranties of title, merchantability, data accuracy, system integration, quiet
enjoyment, fitness for a particular purpose and/or non-infringement. The Company
does not make any promises, representations and warranties regarding smart
contract security or safety of funds.

Any decision, act, or omission thereof undertaken by you shall be made on the
basis of the Investor’s own assessment of relevance, timeliness, accuracy,
adequacy, completeness, reliability and value of information, materials, views,
opinions, projections or estimates provided to them by the Company.
Subsequently, the Company shall hold no liability over any damage or loss
arising directly or indirectly as a result of the Investor’s use of any
information, materials, views, opinions, projections or estimates provided to
them through the Company.


BY PARTICIPATING, THE INVESTOR ACKNOWLEDGES AND AGREES TO THE FOLLOWING RISKS:

6.1

The investor understands that blockchain technology, including smart contracts,
carries inherent risks of bugs, vulnerabilities, and security exploits that may
lead to a partial or total loss of tokens. The project team will make reasonable
efforts to secure the smart contracts but cannot guarantee their immunity from
these risks.

6.2

The investor acknowledges that cryptocurrency markets are highly volatile and
that token prices can fluctuate drastically due to market conditions.
Consequently, the value of tokens purchased may significantly decrease,
potentially resulting in the loss of some of the investment.

6.3

(*) The investor recognizes that tokenomics (such as listing price, vesting
schedules, and allocation) may change due to demands from centralized exchanges
(CEXs) or public launchpads. Such adjustments may be necessary to meet listing
requirements, adapt to market conditions, or ensure the smooth functioning of
the

6.4

(*) The investor understands that the date of the TGE and the subsequent listing
may be subject to change due to market conditions or CEX requirements. Any
modification will be made to promote the successful launch and distribution of
tokens.


7. MISCELLANEOUS

7.1 AMENDMENTS

Provisions of this SAFT may be altered, amended or otherwise modified only upon
the prior written consent of the Parties.

7.2 RECEIPT OF NOTICES

The receipt of any notice concerning the subject of this SAFT shall be commenced
only in writing from the correspondent email address of the respective Party
indicated in this SAFT to the email of the other Party, on the same conditions.

7.3 LIMITATION OF REPRESENTATION

The Investor shall not be entitled to any right of representation of the
Company, or to any voting and management rights in the Company. The Investor
shall similarly not be entitled to any seat in the Company's management board or
acquisition or transfer of any title of ownership or share of the Company's
assets to them on the basis of their holding of the Token. Furthermore, the
Investor shall not have any right to vote for the election of or removal of any
board members of the Company or to receive notice of meetings or otherwise
receive any corresponding rights thereof.

7.4 ASSIGNMENT

Neither this SAFT nor the rights contained herein may be assigned, by operation
of law or otherwise, by Investor without the prior written consent of the
Company, which consent may be withheld, conditioned or delayed in the sole
discretion of the Company.

7.5 INTELLECTUAL PROPERTY

The Company shall retain all intellectual property rights in regards to the
Token and other materials presented in connection with the Company. Material and
content protected by intellectual property rights cannot and shall not be
licensed to the Investor or any third party under any implied license or in
association with the Investor's acquisition of the Token, unless specified
otherwise.

7.6 ENTIRE AGREEMENT

This SAFT as well other applicable agreements concluded between the Company and
the Investor in association with this SAFT shall comprise and be perceived as
the entire agreement and shall therefore supersede and prevail over any
perceptions, discussions and agreements.

7.7 SEVERABILITY

In the event any one or more of the provisions of this instrument is for any
reason held to be invalid, illegal or unenforceable, in whole or in part or in
any respect, or in the event that any one or more of the provisions of this
instrument operate or would prospectively operate to invalidate this instrument,
then and in any such event, such provision(s) only will be deemed null and void
and will not affect any other provision of this instrument and the remaining
provisions of this instrument will remain operative and in full force and effect
and will not be affected, prejudiced, or disturbed thereby.


SIGNATURE OF NEUROLANCHE X LABS DIRECTOR

Leo signature (Director of Neurolanche X Labs)
Confirm