Exhibit
10.1


 


Descrypto
Holdings, Inc.


 





 






Subscription
Agreement


 


Dated
as of _____________, 2022







 






 


___________
(“Subscriber”), on the terms and conditions herein set forth, hereby irrevocable submits this subscription agreement (the
“Subscription Agreement”) to Descrypto Holdings, Inc., a Delaware corporation (the “Company”).


 


		1.	Subscription
                                            for the Purchase of Shares. The undersigned hereby subscribes to purchase _____ shares
                                            of Series A Preferred Stock, par value $0.0001 per share, of the Corporation (the “Shares”)
                                            at a price of $__________ per share, for a total subscription price of $_______ (the “Subscription
                                            Price”). In this regard, the Subscriber agrees to forward payment in the amount of
                                            the Subscription Price by check to the Company.



 


		2.	Offer
                                            to Purchase. Subscriber hereby irrevocably offers to purchase the Shares and tenders
                                            herewith the total price noted above. Subscriber recognizes and agrees that (i) this subscription
                                            is irrevocable and, if Subscriber is a natural person, shall survive Subscriber’s death,
                                            disability or other incapacity, and (ii) the Company has complete discretion to accept or
                                            to reject this Subscription Agreement in its entirety and shall have no liability for any
                                            rejection of this Subscription Agreement. This Subscription Agreement shall be deemed to
                                            be accepted by the Company only when it is executed by the Company.



 


		3.	Effect
                                            of Acceptance. Subscriber hereby acknowledges and agrees that on the Company’s
                                            acceptance of this Subscription Agreement, it shall become a binding and fully enforceable
                                            agreement between the Company and the Subscriber. As a result, upon acceptance by the Company
                                            of this Subscription Agreement, Subscriber will become the record and beneficial holder of
                                            the Shares and the Company will be entitled to receive the Subscription Price.



 


		4.	Representation
                                            as to Investor Status. Subscriber is an “accredited investor” as defined
                                            in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities
                                            Act”).



 


		5.	Additional
                                            Representations and Warranties of Subscriber. Subscriber hereby represents and warrants
                                            to the Company as follows:



 


		a)	Subscriber
                                            has been furnished such documents as requested by Subscriber to evaluate the Company and
                                            Subscriber’s investment therein. The Subscriber has carefully read such requested documents.
                                            Subscriber has been furnished with all documents and materials relating to the business,
                                            finances and operations of the Company and information that Subscriber requested and deemed
                                            material to making an informed investment decision regarding Subscriber’s purchase
                                            of the Shares. Subscriber has been afforded the opportunity to review such documents and
                                            materials and the information contained therein. Subscriber has been afforded the opportunity
                                            to ask questions of the Company and its management. Subscriber understands that such discussions,
                                            as well as any written information provided by the Company, were intended to describe the
                                            aspects of the Company’s business and prospects which the Company believes to be material,
                                            but were not necessarily a thorough or exhaustive description, and except as expressly set
                                            forth in this Subscription Agreement, the Company makes no representation or warranty with
                                            respect to the completeness of such information and makes no representation or warranty of
                                            any kind with respect to any information provided by any entity other than the Company. Some
                                            of such information may include projections as to the future performance of the Company,
                                            which projections may not be realized, may be based on assumptions which may not be correct
                                            and may be subject to numerous factors beyond the Company’s control. Additionally,
                                            Subscriber understands and represents that he, she or it is purchasing the Shares notwithstanding
                                            the fact that the Company may disclose in the future certain material information that the
                                            Subscriber has not received, including the financial results of the Company for their current
                                            fiscal quarters. Neither such inquiries nor any other due diligence investigations conducted
                                            by such Subscriber shall modify, amend or affect such Subscriber’s right to rely on
                                            the Company’s representations and warranties, if any, contained in this Subscription
                                            Agreement. Subscriber has sought such accounting, legal and tax advice as it has considered
                                            necessary to make an informed investment decision with respect to Subscriber’s investment
                                            in the Shares. Subscriber has full power and authority to make the representations referred
                                            to herein, to purchase the Shares and to execute and deliver this Subscription Agreement.
                                            Subscriber has read and understood, and is familiar with, this Subscription Agreement, the
                                            Shares and the business and financial affairs of the Company.



 




    	 



     


    

 


		b)	Subscriber,
                                            either personally, or together with Subscriber’s advisors, has such knowledge and experience
                                            in financial and business matters as to be capable of evaluating the merits and risks of
                                            an investment in the Shares, is able to bear the risks of an investment in the Shares and
                                            understands the risks of, and other considerations relating to, a purchase of the Shares.
                                            The Subscriber and Subscriber’s advisors have had a reasonable opportunity to ask questions
                                            of and receive answers from the Company concerning the Shares. Subscriber’s financial
                                            condition is such that Subscriber is able to bear the risk of holding the Shares that Subscriber
                                            may acquire pursuant to this Subscription Agreement, for an indefinite period of time, and
                                            the risk of loss of Subscriber’s entire investment in the Company. Subscriber has investigated
                                            the acquisition of the Shares to the extent Subscriber deemed necessary or desirable and
                                            the Company has provided Subscriber with any reasonable assistance Subscriber has requested
                                            in connection therewith.



 


		c)	The
                                            Shares are being acquired for Subscriber’s own account for investment, with no intention
                                            by Subscriber to distribute or sell any portion thereof within the meaning of the Securities
                                            Act, and will not be transferred by Subscriber in violation of the Securities Act or the
                                            then applicable rules or regulations thereunder. No one other than Subscriber has any interest
                                            in or any right to acquire the Shares. Subscriber understands and acknowledges that the Company
                                            will have no obligation to recognize the ownership, beneficial or otherwise, of the Shares
                                            by anyone but Subscriber.



 


		d)	No
                                            representations or warranties have been made to Subscriber by the Company, or any representative
                                            of the Company, or any securities broker/dealer, other than as set forth in this Subscription
                                            Agreement.



 


		e)	Subscriber
                                            is aware that Subscriber’s rights to transfer the Shares is restricted by the Securities
                                            Act and applicable state securities laws, and Subscriber will not offer for sale, sell or
                                            otherwise transfer the Shares without registration under the Securities Act and qualification
                                            under the securities laws of all applicable states, unless such sale would be exempt therefrom.
                                            Subscriber understands and agrees that the Shares it acquires have not been registered under
                                            the Securities Act or any state securities act in reliance on exemptions therefrom and that
                                            the Company has no obligation to register the Shares.



 




    	 



     


    




 


		f)	The
                                            Subscriber has had an opportunity to ask questions of, and receive answers from, representatives
                                            of the Company concerning the terms and conditions of this investment and all such questions
                                            have been answered to the full satisfaction of the undersigned. Subscriber understands that
                                            no person other than the Company has been authorized to make any representation and if made,
                                            such representation may not be relied on unless it is made in writing and signed by the Company.
                                            The Company has not, however, rendered any investment advice to the undersigned with respect
                                            to the suitability.



 


		g)	Subscriber
                                            understands that the certificates or other instruments representing the securities included
                                            in the Shares (the “Securities”), shall bear a restrictive legend in substantially
                                            the following form (and a stop transfer order may be placed against transfer of such certificates):



 


THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR APPLICABLE STATE SECURITIES LAWS, AND NO INTEREST MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
(A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING
SAID SECURITIES, (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION
STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS
EXEMPT FROM REGISTRATION.


 


		h)	Subscriber
                                            also acknowledges and agrees that an investment in the Shares is highly speculative and involves
                                            a high degree of risk of loss of the entire investment in the Company; and there is no assurance
                                            that a public market for the will be available and that, as a result, Subscriber may not
                                            be able to liquidate Subscriber’s investment in the Shares should a need arise to do
                                            so.



 


		i)	Subscriber
                                            is not dependent for liquidity on any of the amounts Subscriber is investing in the Shares.



 


		j)	Subscriber
                                            has full power and authority to make the representations referred to herein, to purchase
                                            the Shares and to execute and deliver this Subscription Agreement.



 


		k)	Subscriber
                                            understands that the foregoing representations and warranties are to be relied upon by the
                                            Company as a basis for the exemptions from registration and qualification of the sale of
                                            the Shares under the federal and state securities laws and for other purposes.



 






    	 



     


    

 


		6.	Representations
                                            and Warranties Regarding Patriot Act; Anti-Money Laundering; OFAC. The Subscriber should
                                            check the Office of Foreign Assets Control (“OFAC”) website at http://www.treas.gov/ofac
                                            before making the following representations. Subscriber hereby represents and warrants to
                                            the Company as follows:



 


		a)	The
                                            Subscriber represents that (i) no part of the funds used by the Subscriber to acquire the
                                            Shares or to satisfy his capital commitment obligations with respect thereto has been, or
                                            shall be, directly or indirectly derived from, or related to, any activity that may contravene
                                            United States federal or state or non-United States laws or regulations, including anti-money
                                            laundering laws and regulations, and (ii) no capital commitment, contribution or payment
                                            to the Company by the Subscriber and no distribution to the Subscriber shall cause the Company
                                            to be in violation of any applicable anti-money laundering laws or regulations including,
                                            without limitation, Title III of the Uniting and Strengthening America by Providing Appropriate
                                            Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 and the
                                            United States Department of the Treasury Office of Foreign Assets Control regulations. The
                                            Subscriber acknowledges and agrees that to the extent required by any anti-money laundering
                                            law or regulation, the Company may prohibit capital contributions, restrict distributions
                                            or take any other reasonably necessary or advisable action with respect to the Shares, and
                                            the Subscriber shall have no claim, and shall not pursue any claim, against the Company or
                                            any other person in connection therewith. U.S. federal regulations and executive orders administered
                                            by OFAC prohibit, among other things, the engagement in transactions with, and the provision
                                            of services to, certain foreign countries, territories, entities and individuals. The lists
                                            of OFAC prohibited countries, territories, persons and entities can be found on the OFAC
                                            website at http://www.treas.gov/ofac. In addition, the programs administered by OFAC (the
                                            “OFAC Programs”) prohibit dealing with individuals (which include specially designated
                                            nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions
                                            and embargo programs) or entities in certain countries regardless of whether such individuals
                                            or entities appear on the OFAC lists.



 


		b)	To
                                            the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person
                                            controlling or controlled by the Subscriber; (3) if the Subscriber is a privately-held entity,
                                            any person having a beneficial interest in the Subscriber; or (4) any person for whom the
                                            Subscriber is acting as agent or nominee in connection with this investment is a country,
                                            territory, individual or entity named on an OFAC list, or a person or entity prohibited under
                                            the OFAC Programs. Please be advised that the Company may not accept any amounts from a prospective
                                            investor if such prospective investor cannot make the representation set forth in this paragraph.
                                            The Subscriber agrees to promptly notify the Company should the Subscriber become aware of
                                            any change in the information set forth in these representations. The Subscriber understands
                                            and acknowledges that, by law, the Company may be obligated to “freeze the account”
                                            of the Subscriber, either by prohibiting additional subscriptions from the Subscriber, declining
                                            any redemption requests and/or segregating the assets in the account in compliance with governmental
                                            regulations, and any broker may also be required to report such action and to disclose the
                                            Subscriber’s identity to OFAC. The Subscriber further acknowledges that the Company
                                            may, by written notice to the Subscriber, suspend the redemption rights, if any, of the Subscriber
                                            if the Company reasonably deems it necessary to do so to comply with anti-money laundering
                                            regulations applicable to the Company or any Broker or any of the Company’s other service
                                            providers. These individuals include specially designated nationals, specially designated
                                            narcotics traffickers and other parties subject to OFAC sanctions and embargo programs.



 


		c)	To
                                            the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person
                                            controlling or controlled by the Subscriber; (3) if the Subscriber is a privately-held entity,
                                            any person having a beneficial interest in the Subscriber; or (4) any person for whom the
                                            Subscriber is acting as agent or nominee in connection with this investment is a senior foreign
                                            political figure (as defined below), or any immediate family (as defined below) member or
                                            close associate (as defined below) of a senior foreign political figure, as such terms are
                                            defined in the footnotes below. A “senior foreign political figure” is defined
                                            as a senior official in the executive, legislative, administrative, military or judicial
                                            branches of a foreign government (whether elected or not), a senior official of a major foreign
                                            political party, or a senior executive of a foreign government-owned corporation. In addition,
                                            a “senior foreign political figure” includes any corporation, business or other
                                            entity that has been formed by, or for the benefit of, a senior foreign political figure.
                                            “Immediate family” of a senior foreign political figure typically includes the
                                            figure’s parents, siblings, spouse, children and in-laws. A “close associate”
                                            of a senior foreign political figure is a person who is widely and publicly known to maintain
                                            an unusually close relationship with the senior foreign political figure, and includes a
                                            person who is in a position to conduct substantial domestic and international financial transactions
                                            on behalf of the senior foreign political figure.



 




    	 



     


    




 


		d)	If
                                            the Subscriber is affiliated with a non-U.S. banking institution (a “Foreign Bank”),
                                            or if the Subscriber receives deposits from, makes payments on behalf of, or handles other
                                            financial transactions related to a Foreign Bank, the Subscriber represents and warrants
                                            to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic
                                            address, in a country in which the Foreign Bank is authorized to conduct banking activities;
                                            (2) the Foreign Bank maintains operating records related to Subscriber’s banking activities;
                                            (3) the Foreign Bank is subject to inspection by the banking authority that licensed the
                                            Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking
                                            services to any other Foreign Bank that does not have a physical presence in any country
                                            and that is not a regulated affiliate.



 


		e)	The
                                            Subscriber acknowledges that, to the extent applicable, the Company will seek to comply with
                                            the Foreign Account Tax Compliance Act provisions of the U.S. Internal Revenue Code and any
                                            rules, regulations, forms, instructions or other guidance issued in connection therewith
                                            (the “FATCA Provisions”). In furtherance of these efforts, the Subscriber agrees
                                            to promptly deliver any additional documentation or information, and updates thereto as applicable,
                                            which the Company may request in order to comply with the FATCA Provisions. The Subscriber
                                            acknowledges and agrees that the failure to promptly comply with such requests, or to provide
                                            such additional information, may result in the withholding of amounts with respect to, or
                                            other limitations on, distributions made to the Subscriber and such other reasonably necessary
                                            or advisable action by the Company with respect to the Shares (including, without limitation,
                                            required withdrawal), and the Subscriber shall have no claim, and shall not pursue any claim,
                                            against the Company or any other person in connection therewith



 


		7.	Indemnification.
                                            Subscriber acknowledges that Subscriber understands the meaning and legal consequences
                                            of the representations and warranties made by Subscriber herein, and that the Company is
                                            relying on such representations and warranties in making the determination to accept or reject
                                            this Subscription Agreement. Subscriber hereby agrees to indemnify and hold harmless the
                                            Company and each employee and agent thereof from and against any and all losses, damages
                                            or liabilities due to or arising out of a breach of any representation or warranty of Subscriber
                                            contained in this Subscription Agreement.



 


		8.	Transferability.
                                            Subscriber agrees not to transfer or assign this Subscription Agreement, or any interest
                                            herein, and further agrees that the assignment and transferability of the Shares acquired
                                            pursuant hereto shall be made only in accordance with applicable federal and state securities
                                            laws.



 


		9.	Notices.
                                            All notices or other communications given or made hereunder shall be in writing and shall
                                            be delivered or mailed by registered or certified mail, return receipt requested, postage
                                            prepaid, or delivered by, facsimile or e-mail to Subscriber at the principal office address
                                            of the Company and to the address for Subscriber as set forth in the books and records of
                                            the Company.



 


		10.	Amendments.
                                            Neither this Subscription Agreement nor any term hereof may be changed, waived, discharged
                                            or terminated except in a writing signed by Subscriber and the Company.



 


		11.	Governing
                                            Law. This Subscription Agreement and all amendments hereto shall be governed by and construed
                                            in accordance with the laws of the State of Delaware, without application of the conflicts
                                            of laws provisions thereof.



 


		12.	Headings.
                                            The headings in this Subscription Agreement are for convenience of reference, and shall
                                            not by themselves determine the meaning of this Subscription Agreement or of any part hereof.



 


		13.	Counterparts.
                                            This Subscription Agreement may be executed in any number of counterparts with the same
                                            force and effect as if all parties had executed the same document. The execution and delivery
                                            of a facsimile or other electronic transmission of this Subscription Agreement shall constitute
                                            delivery of an executed original and shall be binding upon the person whose signature appears
                                            on the transmitted copy.



 


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In
witness whereof, the parties hereto have executed this Subscription Agreement as of the date first set forth above.


 


	 	By:
    	                          
	 	Name:	 
	 	Title:	 
	 	 	 
	 	ACCEPTANCE
	 	 	 
	 	Descrypto
    Holdings, Inc. 
	 	 
	 	By:	 
	 	Name:	 
	 	Title: