Protocol Seat Participation Agreement

This Protocol Seat Participation Agreement is between [PLACEHOLDER: COMPANY LEGAL NAME], a [PLACEHOLDER: ENTITY TYPE] registered in [PLACEHOLDER: COMPANY JURISDICTION] under number [PLACEHOLDER: REGISTRATION NUMBER], with registered address [PLACEHOLDER: REGISTERED ADDRESS] (the Company), and the applicant identified in the signed application (the Holder). The investor portal is available at [PLACEHOLDER: PORTAL URL].

This document concerns the Happimeal protocol seat programme. The application identifies the Holder, verified wallet and number of seats requested. The signed acceptance identifies this document version and the application. Connecting a wallet or browsing the portal does not accept a seat purchase agreement.

1. The seat and purchase price

The programme has a maximum of twenty-seven (27) seats. Each active seat carries a contractual participation of one percent (1%) of Protocol Revenue as defined in section 2. The purchase price is 55,000 USDC per seat, payable using the supported USDC token on Base. USDC is an asset with its own risks; its value in other currencies is not guaranteed.

A seat is recorded in the Company’s seat register. This release does not issue a seat token or mint or anchor seat ownership on a blockchain. The funding and payout transactions occur on Base. The signed agreement and downloadable seat confirmation link the register entry to verified funding transactions.

No minimum distribution, return of the purchase price, resale market or investment return is guaranteed. The legal classification and lawful offering route are [PLACEHOLDER: APPROVED OFFERING ROUTE AND REQUIRED DISCLOSURES]. Describing a right as a seat does not determine its regulatory treatment.

2. Revenue covered by the agreement

Protocol Revenue means [PLACEHOLDER: REVENUE DEFINITION INCLUDING PRODUCTS CHAINS EXCLUSIONS AND REVERSALS]. The source accounting records, treatment of non-USDC fees and conversion method are [PLACEHOLDER: REVENUE SOURCE AND CONVERSION POLICY]. Investor purchase payments are not Protocol Revenue.

The proposed platform fee schedule shown in the portal is a 0.95% protocol fee, a separate 0.50% creator fee, a separate 0.50% liquidity allocation and optional 1.00% holder rewards. The seat share is calculated from the approved Protocol Revenue definition, not from total trading volume. Finance must confirm that the definition and the supplied daily totals agree with this schedule before launch.

Each eligible seat is allocated one percent of the final daily Protocol Revenue, rounded down to the smallest USDC unit (0.000001 USDC). The ledger separately identifies the allocation for unissued or ineligible seats and rounding differences; those amounts are not automatically redistributed to other holders. Their treatment is [PLACEHOLDER: UNALLOCATED REVENUE AND ROUNDING POLICY]. The proposed allocation is 27% for the seat programme and the remaining 73% for the Company, subject to that rounding treatment.

3. Application and eligibility

An application is a request for review. The Company must complete and record the required eligibility checks before approving it. The approved investor criteria, permitted locations and verification procedure are [PLACEHOLDER: ELIGIBILITY PROCEDURE AND PERMITTED JURISDICTIONS]. An applicant’s own classification is not independent verification.

After approval, the applicant reviews the agreement and separately signs its acceptance from the verified wallet. All requested seats must be available together. Approval and a reservation do not themselves create active seats or a right to revenue.

4. Payment and activation

The authenticated portal supplies the exact amount, supported USDC token, Base network and receiving Safe after signed acceptance and successful service checks. The total price is 55,000 USDC multiplied by the requested number of seats. Use only those current instructions and pay from the wallet that signed the application.

The payment window lasts 72 hours from recorded agreement acceptance. The portal matches later eligible transfers from that wallet within the window and waits for blockchain finality. A payment made before acceptance, on another network, in another token or from another wallet does not automatically fund this application. Matching is based on the transfer’s recorded blockchain time; verification can finish later.

All requested seats activate together only after the complete price has been verified and the application is still eligible. A partial payment does not activate a subset of the requested seats. The confirmation records the application, seat numbers, verified funding references, agreement version and entitlement information.

The first accounting day of entitlement is [PLACEHOLDER: ENTITLEMENT START RULE]. The supported choices are the next UTC day after completed funding, or the UTC day of completed funding. Under the acquisition-day choice the whole completed UTC day is included; the portal does not prorate within a day. The approved choice must match the configured rule and confirmation.

5. Partial, excess and incorrect payments

Eligible partial transfers accumulate towards the agreed price during the payment window. Unused partial, excess, expired or declined payments remain recorded separately from the seat purchase. They do not buy extra seats or become Company revenue merely because they arrived in its wallet.

Unused funds require review and, where a refund is due, a separately approved transfer from the receiving Safe to the original sender. The portal records a refund only after verifying the actual transaction. The refund deadline, fees, contact process and handling of expiry are [PLACEHOLDER: UNUSED PAYMENT REFUND POLICY].

Unsupported assets, networks, destinations or sender arrangements may be unrecoverable. The Company’s recovery procedure and any permitted charges are [PLACEHOLDER: INCORRECT PAYMENT RECOVERY POLICY]. Refund or cancellation rights after a seat has activated are [PLACEHOLDER: ACTIVATED SEAT CANCELLATION AND REFUND TERMS]. This portal does not automatically refund a completed seat purchase.

6. Custody and use of invested funds

Investors transfer funds to the designated receiving Safe. The funds are controlled by its authorized signers; they are not held by the web server. A separate Safe holds payout funds. The web server does not hold the signing keys for either Safe. These controls do not establish escrow, insurance, a trust or insolvency protection.

The parties controlling the Safes, permitted use of invested principal, any required reserve or segregation arrangements and consequences of insolvency are [PLACEHOLDER: CUSTODY PRINCIPAL USE AND INSOLVENCY TERMS]. Safe signers retain the ability to move funds outside this portal; financial oversight remains necessary.

7. Accounting and distributions

The portal uses completed UTC days and finalized daily totals supplied by the main platform’s approved accounting source. It applies the historical seat entitlement for the relevant day. Revenue and payment data may be delayed by supplier availability, network finality or operational checks; the portal is not a guarantee of instantaneous live data.

Daily accounting records amounts due. A proposer and a different operator review payment instructions, and authorized Safe signers independently review and execute them. The portal displays a payment as received only after it verifies the corresponding finalized execution and transfers. It does not automatically send money or provide an investor-operated claim transaction.

The actual payout timetable, responsibility for network and conversion charges and treatment of very small balances are [PLACEHOLDER: PAYOUT TIMETABLE AND COST POLICY]. A zero entitlement creates no transfer. A delayed, failed or held payment remains unpaid in the accounts until properly settled; preparation or signing alone is not payment.

Finalized supplier totals are not silently overwritten. Suspected errors must be reviewed against source records under [PLACEHOLDER: ACCOUNTING DISPUTE AND CORRECTION PROCEDURE]. This release does not automatically calculate retroactive corrections, tax withholding or changes to an existing seat’s economic rights.

8. Wallet security and replacement

Keep wallet keys and recovery phrases private. The Company and portal do not need them. Report suspected compromise through [PLACEHOLDER: SECURITY CONTACT]. A payout hold can prevent new portal payout proposals but cannot recall a transfer already executed or signatures already held by Safe owners.

A routine payout-wallet replacement requires proof signed by both the old and replacement wallets and an operator’s identity review. It takes effect at the next UTC day after approval. Earlier accounting periods retain their original payout wallet, even if they remain unpaid. A wallet replacement does not transfer beneficial ownership of a seat.

If either required signature cannot be obtained, use [PLACEHOLDER: LOST KEY AND EXCEPTIONAL RECOVERY PROCEDURE]. A public wallet address alone is not proof of ownership. The portal has no automatic lost-key recovery or reassignment of earlier unpaid amounts; exceptional changes need separate verified review.

9. Transfers, term and termination

The duration of the seat right, beneficial-ownership transfer restrictions, succession, termination and any repurchase rights are [PLACEHOLDER: SEAT TERM TRANSFER SUCCESSION AND TERMINATION POLICY]. There is no self-service seat sale or beneficial-ownership transfer in this release. Do not promise a transfer or repurchase until the required legal and operational process exists.

A security or compliance hold preserves recorded accruals while payment is blocked. The review process, communications and treatment of accrued rights on termination are [PLACEHOLDER: HOLD REVIEW AND ACCRUED RIGHTS POLICY]. No portal record alone overrides a mandatory legal right.

10. Holder information, privacy and taxes

The Holder must provide accurate application information, have authority to act for any represented entity, control the verified wallet and use lawful funds. The Company’s privacy notice describes application data, wallet records and operational processing. Additional verification information must be requested through the approved secure process.

Tax responsibilities, reporting and any required withholding are [PLACEHOLDER: TAX AND WITHHOLDING POLICY]. Where required treatment is not supported by this release, the Company must establish and verify a separate process before accepting affected holders.

11. Risks and responsibility

Revenue may be zero. The business may fail. USDC, blockchains, wallets, signing devices, service providers and software can lose value, fail or be compromised. Transactions can be irreversible. Operational mistakes, unavailable data, loss of keys, legal restrictions and insolvency may delay or prevent payment. This portal and its tests do not eliminate those risks.

The parties’ responsibility for loss, any liability limits, indemnities, remedies and required exceptions are [PLACEHOLDER: APPROVED LIABILITY AND REMEDIES TERMS]. Nothing here excludes a right or liability that applicable law does not permit the parties to exclude.

12. Documents, changes and disputes

This agreement, the signed application and the seat confirmation identify the accepted seat terms. Website summaries do not amend them. Replacing this draft does not rewrite an existing signed acceptance or ledger record. The process for future changes and required notices is [PLACEHOLDER: AMENDMENT AND NOTICE POLICY].

Governing law, the dispute forum and any required consumer or investor protections are [PLACEHOLDER: GOVERNING LAW AND DISPUTE PROCEDURE]. Contract notices and support requests should be sent to [PLACEHOLDER: SUPPORT EMAIL] at [PLACEHOLDER: REGISTERED ADDRESS].

13. Separate confirmations and signed acceptance

Before signing the exact agreement for the approved application, the applicant separately confirms:

☐ I understand that there are at most 27 seats, priced at 55,000 USDC each, with a one percent share per eligible seat of the Protocol Revenue defined in this agreement.

☐ I have read the revenue definition, entitlement start rule, payout timetable and refund terms. Revenue and distributions may be zero.

☐ I understand that daily accounting records an amount due; payment requires review, Safe execution and blockchain verification.

☐ I understand that my funds go to the Company’s designated receiving Safe, controlled by its signers, and have read the custody and permitted-use terms.

☐ I will follow the exact Base USDC instructions and payment window using the verified wallet. Old or unsupported transfers do not automatically purchase seats.

☐ I understand that the portal records contractual seats and verified transactions. It does not mint a seat token, guarantee returns or provide a resale market.

☐ I understand the wallet-change and lost-key limitations, including the original wallet retained for earlier unpaid periods.

☐ I have supplied accurate information, read the agreement and privacy notice, and had the opportunity to obtain independent advice.

Selecting the confirmations and signing the displayed acceptance message binds the acceptance record to the application, verified wallet, agreement version and document digest. Activation still requires the complete verified funding and other conditions above.

Schedule A. Seat confirmation contents

After activation, the authenticated portal provides the actual application and seat identifiers, verified wallet, number and price of seats, funding transaction references, agreement version and digest, activation information and entitlement start. It is a downloadable record of the seat register, not a transferable token. Applicant-specific values come from the verified application and ledger; they are not blank fields to fill in this public agreement.