GAYA COIN PURCHASE AGREEMENT

WHEREAS, the Company is developing a comprehensive blockchain ecosystem including a Layer 1 network, digital applications and services, and its native digital asset known as GAYA Coin.

WHEREAS, the Investor intends to purchase GAYA Coin under the terms set forth herein, after conducting independent evaluation of the risks and opportunities associated with this investment.

1.1 Purchase Subject

The Investor shall purchase GAYA Coin from the Company as part of a private investment allocation, under the following terms:

• Total Investment: USD 2,000,000
• Token Price: USD 0.40 per token
• Total Tokens: 5,000,000 GAYA Coins

2.1 Payment Method

The Investment Amount shall be paid by bank cheque issued in favor of the beneficiary designated by the Company, as follows:

• Payment Method: Bank Cheque / Certified Cheque
• Payable To: (…………)
• Issuing Bank: (…………)
• Cheque Number: (…………)
• Cheque Date: (…………)

2.2 Investor Allocation Protection

Upon issuance and delivery of the cheque, the Investor’s allocation and token price of USD 0.40 per token shall be secured, and the Company shall not reallocate such tokens to any third party during the cheque clearance period.

2.3 Token Transfer

The Company shall transfer the tokens to the Investor’s wallet within (…………) business days following successful cheque clearance and confirmation of receipt of funds.

The Company shall deliver the tokens to the wallet address provided by the Investor. The Investor shall be responsible for the accuracy of the wallet address and selected network.

The tokens shall be usable and transferable upon listing, subject to the technical and regulatory capabilities available at that time.

The Investor’s allocation shall be subject to a vesting mechanism designed to protect the market and maintain project stability:

• Cliff Period: (1–2 months from listing)
• Vesting Duration: (12–18 months)
• Unlock Mechanism: Linear monthly unlock

The Investor may sell up to 3% of total token holdings per month, based on market price, through any exchange selected by the Investor.

Advanced Protection

If the token price declines by more than 40% within any 7-day period, the Company shall use best efforts to coordinate with market makers and support liquidity. No additional selling restrictions may be imposed on the Investor without mutual written agreement.

The Company shall use best efforts to list GAYA Coin within a maximum period of 60 days from the signing date of this Agreement, on one or more suitable exchanges.

Delays caused by regulatory requirements, technical matters, or exchange decisions shall not constitute a breach, provided the Company demonstrates reasonable efforts.

The Company shall use best efforts to engage professional market makers, provide suitable liquidity, and monitor trading conditions to support a stable trading environment to the extent possible.

This shall not constitute a guarantee of any specific price, investment return, or trading volume.

The Investor shall be considered a Silent Investor in the GAYA Layer 1 project and shall have no managerial, operational, or day-to-day decision-making authority over the Company or the project.

GAYA Coin represents utility within the GAYA ecosystem and provides the Investor with economic exposure to the growth of the project and performance of the Layer 1 network.

As long as the Investor holds GAYA Coins in his wallet, the Investor shall have a proportional economic participation interest in the GAYA Layer 1 ecosystem, while remaining a Silent Investor with no management, voting, or operational control rights.

Such participation shall not constitute registered shares in Capstone DMCC and shall not grant formal shareholder status in the Company, unless otherwise agreed in a separate written legal structure.

The Investor shall have confidential access to reports, strategic updates, and material events that may affect the token price or the future of the project.

The Investor shall not disclose such information or use it in a manner that violates applicable laws or results in market manipulation.

The Company makes no express or implied guarantee regarding token price, returns, liquidity, trading volume, or listing success.

The Investor acknowledges that investment in digital assets is high-risk and may result in partial or total loss of capital.

Subject to the Investor’s interests, the Company’s liability, if any and if legally established, shall be capped at the total Investment Amount paid under this Agreement, being USD 2,000,000.

GAYA Coin is intended to function as a Utility Token within the GAYA ecosystem, subject to any future regulatory classification by competent authorities.

The Company shall seek to align the project with relevant UAE regulatory frameworks, including VARA, DIFC, and ADGM, as applicable.

The Investor shall provide KYC/AML documentation, source of funds verification, and any reasonably required compliance documents.

Both Parties shall maintain the confidentiality of all information related to this Agreement, the project, and the financial and commercial terms, and shall not disclose it to any third party without prior written consent.

The Investor shall indemnify the Company against claims or damages arising from misuse of tokens, legal violations by the Investor, or unauthorized resale or distribution.

The Company shall not be liable for any delay or failure resulting from events beyond its reasonable control, including governmental or regulatory actions, technical failures, or exceptional market conditions.

This Agreement shall be governed by and construed in accordance with the laws of (UAE / DIFC / ADGM), as agreed between the Parties.

Any dispute arising out of this Agreement shall be resolved through (Arbitration / DIFC Courts), with venue at (…………), and the language of proceedings shall be English.

This Agreement constitutes the entire agreement between the Parties and may only be amended by a written instrument signed by both Parties. If any provision is invalid, the remaining provisions shall remain in force.

19.1 Definition

Structured Liquidity Windows mean predefined time periods during which the Investor may execute controlled and orderly sales without materially disrupting the market.

19.2 Purpose

These windows aim to maintain market stability, reduce volatility, and enable the Investor to achieve an orderly exit when needed.

19.3 Schedule

Liquidity windows may be monthly or quarterly, lasting 3 to 7 days per window, with the Investor being notified 7 to 14 days prior to each window.

19.4 Selling Limits

The Investor may sell within each window up to the agreed limits, while remaining subject to the overall 3% monthly cap unless otherwise agreed in writing.

19.5 Execution Methods

Sales may be executed through exchange trading, coordination with market makers, or OTC block trades when available.

19.6 Priority Access

The Investor may be granted priority access to OTC opportunities, institutional liquidity events, or buyback programs, if available.

19.7 Market Protection

The Company may adjust, postpone, or temporarily suspend a liquidity window in cases of severe volatility or exceptional market conditions, provided that the Investor is notified and given reasonable explanation.

19.8 Coordination

The Investor agrees not to execute large disruptive sell orders outside structured windows if such orders may materially affect the market, while retaining the right to request prior coordination with the Company for any large sale.

19.9 Emergency Liquidity

The Investor may request an exceptional liquidity window or off-cycle OTC exit arrangement, subject to Company approval and market conditions.

19.10 No Guarantee

Liquidity windows do not guarantee execution, a specific price, or buyer availability at all times.