Carry Protocol TOKEN public sale of the Tokens beginning at 11:00 am (GMT + 0 ) onAugust 26th, 2018

SALE OF TOKENS

1.Number of Tokens:
You acknowledge and understand that the Company intends to issue ten billion (10,000,000,000)Tokens which may be allocated as described in Schedule 2. The Company reserves the right, in its absolute discretion, to make changes to the said allocation. A maximum of 4 billion (4,000,000,000) Tokens may be allocated for sale.

1. Saleof Tokens:
   The Company will conduct a restricted public sale of the Tokens beginning at11:00 am (GMT + 0 ) onAugust 26th, 2018
   and ending at a time and on a date to be announced by the Company on its Website (the “Second Restricted Public Sale”), in accordance withand subject to these Terms of Sale. Notwithstanding anything in these Terms of Sale, the Company reserves the right to vary the time period for the Second Restricted
   Public Sale or delay the commencement of the Second Restricted Public Sale indefinitely.

2. Purchaser Quiz:
   The Company will conduct a quiz on its Website (the “Purchaser Quiz”) prior to conducting the Second Restricted Public Sale. Purchasers who pass the Purchaser Quiz will be given priority during the Second Restricted Public Sale, and may purchase the Tokens on the first day of the Second Restricted Public Sale. Purchasers who do not pass the Purchaser Quiz may only purchase the Tokens after11:00 am (GMT + 0) on August 28th, 2018. You acknowledge and understand that if you do not pass the Purchaser Quiz, you will not be able to purchase the Tokens until this date, and if the Hard Cap is reached prior to this date, you may not be able to participate in the Second Restricted Public Sale at all.

3. Closing: The Second Restricted Public Saleshall close on such time and date as may be announced by the Company or when the Hard Cap is reached, whichever occurs first (“Closing”).

4. Suspension or Cancellation: At any time prior to Closing, the Company may due to legal or technical reasons, either temporarily suspend or permanently abort, the Second Restricted Public Sale. In the event that the Second Restricted Public Sale is aborted prior to the Closing, the Tokens will not be available for purchase and any payment of the Purchase Amount less the Administrative Fee (“Discounted Purchase Amount”) shall be returned to you.
   
   6.Payment
   6.1 Token Price:During the Second RestrictedPublic Sale, the price of the Tokens is one (1) ETH for 65,000 Tokens (the “Second Restricted Public Sale Price”). Notwithstanding the foregoing, the Company has the right to adjust the Second Restricted Public Sale Price at any time, during the Second Restricted Public Sale period or otherwise.
   6.2 Hard cap: (i)The maximum number of ETH to be raised through the Second Restricted Public Sale will be 5000 ETH
   (“Hard Cap”). 9(ii)In the event that the Hard Cap is reached during the Second Restricted Public Sale, the Company in its absolute discretion shall have the right to (a) issue and distribute additional Tokens to purchasers and/ or (b) reduce in such number as it may deem appropriate, the number of Tokens that you applied to purchase in which case, thebalance ETH not applied towards Payment will be returned to you by the Company as soon as reasonably practicable.
   6.3 Individual Cap:Subject to the Company’s discretion to accept or reject any purchase of the Tokens, purchasers who have passed the Purchaser Quiz prior to the Second Restricted Public Sale may purchase up to 20 ETH worth of Tokens
   during the Second Restricted Public Sale, while those who have not passed the Purchaser Quiz may purchase up to 10 ETH worth of Tokens, based on the Second Restricted Public Sale Price.
   6.4 Transfer of Payment: You are solely responsible for ensuring that: (i) Payment is made to the correct address without errors, and the Payment is validated and verified on the blockchain; and (ii) Payment is complete and sufficient to purchase the number of the Tokens you wish to purchase. The Purchase Amount is exclusive of all third party charges and other administrative or transaction fees, and you shall bear any such fees that may be incurred in connection with the Payment.
   6.5 No Refund:Unless otherwise stated herein, you acknowledge and agree that the Payment is final, irreversible and non-refundable. You have no right to request a refund for any reason or to receive money or other compensation from the Company for any Token, even if that Token is not used or remains unused.
   6.6 Cancellation:The Company reserves the right to refuse or cancel any Payment, purchase or issuance of the Tokens at any time in its sole discretion, without providing any reasons or prior notice.
   6.7 Tax:Any amounts that you pay for the Tokens are exclusive of all applicable taxes. If any tax is or becomes chargeable in respect of the purchase and distribution of the Tokens and / or the supply of the Services, to the extent permitted by applicable law, you shall bear the burden of such taxes and immediately pay the relevant taxes at the applicable rate following the issuance by the Company of an invoice in the appropriate form. Without prejudice to the foregoing, you are solely responsible for determining what, if any, taxes apply to your purchase of the Tokens, including goods and services, sales, use, value added, and similar taxes. It is your sole responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. The Company is not responsible for withholding, collecting, reporting, or remitting any taxes including goods and services, sales, use, value added, or similar tax arising from your purchase of the Tokens.