Exhibit
10.1


 


FORM
OF


REDEMPTION
AGREEMENT


Descrypto
Holdings, Inc.


 


Dated
as of February 18, 2022


 


This
Redemption Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”), is
entered into by and between Descrypto Holdings, Inc., a Delaware corporation (the “Company”) and _________________ (“Stockholder”).
The Company and Stockholder may be referred to herein individually as a “Party” and collectively as the “Parties”.


 


RECITALS


 


WHEREAS,
Stockholder is the owner of holder of certain shares of common stock, par value $0.0001 per share, of the Company (the “Common
Stock”); and


 


WHEREAS,
pursuant to the terms and conditions of this Agreement, Stockholder desires to sell, and the Company desires to purchase, all of the
Stockholder’s rights, title, and interest in and to ___________ shares of Common Stock (the “Shares”) as further described
herein; and


 


WHEREAS,
in connection with the redemption of the Shares, the Parties shall undertake such further actions as set forth herein.


 


NOW,
THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:


 


	1.	Agreement to Purchase and Sell. Subject to the terms
and conditions of this Agreement, Stockholder shall sell, assign, transfer, convey, and deliver to the Company, and the Company shall
accept and purchase, the Shares and any and all rights in the Shares to which Stockholder is entitled, and by doing so Stockholder shall
be deemed to have assigned all of Stockholder’s rights, titles and interest in and to the Shares to the Company.




 


	2.	Consideration. The consideration for the acquisition
of the Shares shall be $0.00001 per Share, for a resulting total consideration of $_________ (the “Purchase Price”).




 


	3.	Closing; Deliveries; Additional Actions.




 






    	 



     


    

 


		3.1.	Closing.
                                            The purchase and sale of the Shares (the “Closing”) shall be held on the date
                                            hereof.



 


		3.2.	Deliveries
                                            at Closing. At the Closing, Stockholder shall deliver to the Company the stock power
                                            in the form as attached hereto to as Exhibit A, and such other documents as may be required
                                            under applicable law or reasonably requested by the Company, and the Company shall deliver
                                            to Stockholder the Purchase Price via check.



 


	4.	Representations
                                            and Warranties of the Stockholder. Stockholder represents and warrants to the Company
                                            as set forth below.



 


		4.1.	Right
                                            and Title to Shares. Stockholder legally and beneficially owns the Shares and no other
                                            person or entity has any rights therein or thereto. There are no liens or other encumbrances
                                            of any kind on the Shares and Stockholder has the sole right to dispose of the Shares. There
                                            are no outstanding options, warrants or other similar agreements with respect to the Shares.



 


		4.2.	Organization
                                            and Standing. Stockholder is an individual or is an entity duly organized and in good
                                            standing under the laws of the State of its organization and has all requisite power and
                                            authority to own its properties and conduct its business as it is now being conducted. The
                                            nature of the business and the character of the properties Stockholder owns or leases do
                                            not make licensing or qualification of Stockholder as a foreign entity necessary under the
                                            laws of any other jurisdiction, except to the extent such licensing or qualification have
                                            already been obtained.



 


		4.3.	Due
                                            Authority; No Violation. Stockholder has all requisite rights and authority or the capacity
                                            to execute, deliver and perform its obligations under this Agreement. The execution and delivery
                                            of this Agreement and the consummation of the transactions contemplated hereby have been
                                            duly and validly authorized by all necessary action on the part of Stockholder, and no other
                                            proceedings on the part of Stockholder are necessary to authorize the execution, delivery
                                            and performance of this Agreement or the transactions contemplated hereby or thereby on the
                                            part of Stockholder. The execution, delivery and performance of this Agreement will not (x)
                                            violate, conflict with, or result in the breach, acceleration, default or termination of,
                                            or otherwise give any other contracting party the right to terminate, accelerate, modify
                                            or cancel any of the terms, provisions, or conditions of any material agreement or instrument
                                            to which Stockholder is a party or by which it or its assets may be bound or (y) constitute
                                            a violation of any material applicable law, rule or regulation, or of any judgment, order,
                                            injunctive award or decree of any governmental authority applicable to Stockholder or (z)
                                            conflict with, result in the breach or termination of any provision of, or constitute a default
                                            under (in each case whether with or without the giving of notice or the lapse of time, or
                                            both) any order, judgment, arbitration award, or decree to which such Stockholder is a party
                                            or by which it or any of its assets or properties are bound.



 






    	 



     


    

 


		4.4.	Approvals.
                                            No approval, authority, or consent of or filing by Stockholder with, or notification to,
                                            any governmental authority, is necessary to authorize the execution and delivery of this
                                            Agreement or the consummation of the transactions contemplated herein.



 


		4.5.	Enforceability.
                                            This Agreement has been duly executed and delivered by Stockholder and, assuming that this
                                            Agreement constitutes the legal, valid and binding obligation of the Company, constitutes
                                            the legal, valid, and binding obligation of Stockholder, enforceable against Stockholder
                                            in accordance with its terms, except to the extent that the enforceability thereof may be
                                            limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
                                            and other similar laws of general application affecting enforcement of creditors’ rights
                                            generally.



 


	5.	Representations
                                            and Warranties of The Company. The Company represents and warrants to Stockholder as
                                            set forth below.



 


		5.1.	Organization
                                            and Standing. The Company is duly organized, validly existing, and in good standing under
                                            the laws of the State of Delaware and has all requisite power and authority to own its properties
                                            and conduct its business as it is now being conducted. The nature of the business and the
                                            character of the properties the Company owns or leases do not make licensing or qualification
                                            of the Company as a foreign entity necessary under the laws of any other jurisdiction, except
                                            to the extent such licensing or qualification have already been obtained.



 


		5.2.	Due
                                            Authority; No Violation. The Company has all requisite rights and authority or the capacity
                                            to execute, deliver and perform its obligations under this Agreement. The execution and delivery
                                            of this Agreement and the consummation of the transactions contemplated hereby have been
                                            duly and validly authorized by all necessary action on the part of the Company, and no other
                                            proceedings on the part of the Company are necessary to authorize the execution, delivery
                                            and performance of this Agreement or the transactions contemplated hereby or thereby on the
                                            part of the Company. The execution, delivery and performance of this Agreement will not (x)
                                            violate, conflict with, or result in the breach, acceleration, default or termination of,
                                            or otherwise give any other contracting party the right to terminate, accelerate, modify
                                            or cancel any of the terms, provisions, or conditions of any material agreement or instrument
                                            to which the Company is a party or by which it or its assets may be bound or (y) constitute
                                            a violation of any material applicable law, rule or regulation, or of any judgment, order,
                                            injunctive award or decree of any governmental authority applicable to the Company or (z)
                                            conflict with, result in the breach or termination of any provision of, or constitute a default
                                            under (in each case whether with or without the giving of notice or the lapse of time, or
                                            both) the Company’s organizational documents, or any order, judgment, arbitration award,
                                            or decree to which such the Company is a party or by which it or any of its assets or properties
                                            are bound.



 


		5.3.	Approvals.
                                            No approval, authority, or consent of or filing by the Company with, or notification to,
                                            any governmental authority, is necessary to authorize the execution and delivery of this
                                            Agreement or the consummation of the transactions contemplated herein.



 






    	 



     


    

 


		5.4.	Enforceability.
                                            This Agreement has been duly executed and delivered by the Company and, assuming that this
                                            Agreement constitutes the legal, valid and binding obligation of Stockholder, constitutes
                                            the legal, valid, and binding obligation of the Company, enforceable against the Company
                                            in accordance with its terms, except to the extent that the enforceability thereof may be
                                            limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
                                            and other similar laws of general application affecting enforcement of creditors’ rights
                                            generally.



 


	6.	Covenants
                                            and Agreements. 



 


		6.1.	Each
                                            of the Parties, as promptly as practicable, shall make, or cause to be made, all filings
                                            and submissions under laws applicable to it and its affiliates, as may be required for it
                                            to consummate the transactions contemplated hereby and shall use its commercially reasonable
                                            efforts to obtain, or cause to be obtained, all other authorizations, approvals, consents
                                            and waivers from all persons and governmental authorities necessary to be obtained by it
                                            or its affiliates, in order for it to consummate such transactions, at the cost of the Party
                                            required to file or submit the same. Notwithstanding anything to the contrary herein, nothing
                                            herein shall require, or be construed to require, any Party to agree to hold separate or
                                            to divest any of the businesses, product lines or assets.



 


		6.2.	Each
                                            Party shall promptly inform the other Party of any material communication from any governmental
                                            authority regarding any of the transactions contemplated by this Agreement and shall promptly
                                            furnish the other Party with copies of substantive notices or other communications received
                                            from any third party or any governmental authority with respect to such transactions. Each
                                            Party shall agree on the content of any proposed substantive written communication or submission
                                            or any oral communication to any governmental authority. If any Party or any affiliate thereof
                                            receives a request for additional information or documentary material from any such governmental
                                            authority with respect to the transactions contemplated by this Agreement, then such Party
                                            will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable
                                            and after consultation with the other Party, an appropriate response in compliance with such
                                            request. The Parties shall each, to the extent practicable, provide the other Party and its
                                            counsel with advance notice of and the opportunity to participate in any substantive discussion,
                                            telephone call or meeting with any governmental authority in respect of any filing, investigation
                                            or other inquiry in connection with the transactions contemplated by this Agreement and to
                                            participate in the preparation for such discussion, telephone call or meeting, to the extent
                                            not prohibited by the governmental authority.



 


		6.3.	Each
                                            of the Parties shall execute such documents and perform such further acts as may be reasonably
                                            required to carry out the provisions hereof and the actions contemplated hereby.



 






    	 



     


    

 


	7.	Miscellaneous.



 


		7.1.	Further
                                            Assurances. From time to time, whether at or following the Closing, each Party shall
                                            make reasonable commercial efforts to take, or cause to be taken, all actions, and to do,
                                            or cause to be done, all things reasonably necessary, proper or advisable, including as required
                                            by applicable laws, to consummate and make effective as promptly as practicable the transactions
                                            contemplated by this Agreement.



 


		7.2.	Expenses.
                                            Each of the Parties shall pay its own costs that it incurs incident to the preparation, execution,
                                            and delivery of this Agreement and the performance of any related obligations, whether or
                                            not the transactions contemplated by this Agreement shall be consummated.



 


		7.3.	Fees.
                                            Each Party agrees to pay the costs and expenses, including reasonable attorneys’ fees,
                                            incurred by the prevailing Party in litigation, arbitration, administrative proceeding or
                                            any other proceeding related to the enforcement or interpretation of any of the terms of
                                            this Agreement.



 


		7.4.	Consequential
                                            Damages. EACH PARTY HERETO WAIVES ANY AND ALL CLAIMS AGAINST THE OTHER FOR ANY LOSS,
                                            COST, DAMAGE, EXPENSE, INJURY OR OTHER LIABILITY WHICH IS IN THE NATURE OF INDIRECT, SPECIAL,
                                            INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHICH ARE SUFFERED OR INCURRED AS THE RESULT
                                            OF, ARISE OUT OF, OR ARE IN ANY WAY CONNECTED TO THE PERFORMANCE OF THE OBLIGATIONS UNDER
                                            THIS AGREEMENT.



 


		7.5.	Representations
                                            and Warranties. All representations, warranties, and agreements made by the Parties pursuant
                                            to this Agreement shall survive the consummation of the transactions contemplated herein
                                            until the expiration of the applicable statute of limitations.



 


		7.6.	Notices.
                                            All notices or other communications required or permitted hereunder shall be in writing shall
                                            be deemed duly given (a) if by personal delivery, when so delivered, (b) if mailed, three
                                            (3) business days after having been sent by registered or certified mail, return receipt
                                            requested, postage prepaid and addressed to the intended recipient as set forth below, or
                                            (c) if sent through an overnight delivery service in circumstances to which such service
                                            guarantees next day delivery, the day following being so sent to the addresses of the Parties
                                            as set forth herein; or (d) if sent via email, when sent with return receipt requested and
                                            received, in each case to the addresses as set forth herein. Any Party may change the address
                                            to which notices and other communications hereunder are to be delivered by giving the other
                                            Party notice in the manner herein set forth. Notices to the Company shall be sent to the
                                            principle executive offices of the Company or via email to the Chief Executive Officer, and
                                            notices to the Stockholder shall be send to the address and email address for the shareholder
                                            as set forth in the books and records of the Company.



 


		7.7.	Choice
                                            of Law. This Agreement shall be governed, construed and enforced in accordance with the
                                            laws of the State of Delaware, without giving effect to principles of conflicts of law.



 






    	 



     


    

 


		7.8.	Jurisdiction.
                                            Any claim arising out of or relating to this Agreement or the transactions contemplated hereby
                                            shall be instituted only in any federal or state court located in Palm Beach County, Florida,
                                            and each Party agrees not to assert, by way of motion, as a defense or otherwise, in any
                                            such claim, that it is not subject personally to the exclusive jurisdiction of such court,
                                            that the claim is brought in an inconvenient forum, that the venue of the claim is improper
                                            or that this Agreement or the subject matter hereof may not be enforced in or by such court.
                                            Each Party further irrevocably submits to the jurisdiction of such court in any such claim.



 


		7.9.	Waiver
                                            of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
                                            LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
                                            ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN. EACH
                                            PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
                                            REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
                                            SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
                                            HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
                                            AND CERTIFICATIONS IN THIS SECTION 7.9.



 


		7.10.	Assignment.
                                            This Agreement shall be binding upon and shall inure to the benefit of the Parties and
                                            their respective successors and permitted assigns. No Party shall have any power or any right
                                            to assign or transfer, in whole or in part, this Agreement, or any of its rights or any of
                                            its obligations hereunder, including, without limitation, any right to pursue any claim for
                                            damages pursuant to this Agreement or the transactions contemplated herein, or to pursue
                                            any claim for any breach or default of this Agreement, or any right arising from the purported
                                            assignor’s due performance of its obligations hereunder, without the prior written
                                            consent of the other Party and any such purported assignment in contravention of the provisions
                                            herein shall be null and void and of no force or effect.



 


		7.11.	No
                                            Third Party Beneficiaries. Nothing in this Agreement shall confer any rights, remedies
                                            or claims upon any Person or entity not a party or a permitted assignee of a party to this
                                            Agreement.



 


		7.12.	Specific
                                            Performance. The Parties agree that irreparable damage would occur in the event that
                                            any of the provisions of this Agreement were not performed by them in accordance with the
                                            terms hereof or were otherwise breached and that each Party shall be entitled to an injunction
                                            or injunctions, specific performance and other equitable relief to prevent breaches of the
                                            provisions hereof and to enforce specifically the terms and provisions hereof, without the
                                            proof of actual damages, in addition to any other remedy to which they are entitled at law
                                            or in equity. Each Party agrees to waive any requirement for the security or posting of any
                                            bond in connection with any such equitable remedy, and agrees that it will not oppose the
                                            granting of an injunction, specific performance or other equitable relief on the basis that
                                            (a) any other Party has an adequate remedy at law, or (b) an award of specific performance
                                            is not an appropriate remedy for any reason at law or equity.



 






    	 



     


    

 


		7.13.	Entire
                                            Agreement. This Agreement represents the entire understanding and agreement between the
                                            Parties regarding the subject matter hereof and supersede all prior agreements, representations,
                                            warranties, and negotiations between the Parties. This Agreement may be amended, supplemented,
                                            or changed only by an agreement in writing that makes specific reference to this Agreement
                                            or the agreement delivered pursuant to it, and must be signed by all of the Parties. This
                                            Agreement may not be amended by email or other electronic communications.



 


		7.14.	Interpretation.
                                            The Parties have jointly participated in the drafting and negotiation of this Agreement and
                                            if an ambiguity or question of interpretation should arise, this Agreement shall be construed
                                            as if drafted jointly by the Parties and no presumption of burden of proof shall arise favoring
                                            or burdening any Party by virtue of the authorship of any provision in this Agreement.



 


		7.15.	Severability.
                                            Whenever possible, each provision of this Agreement shall be interpreted in a manner to be
                                            effective and valid under applicable law, but if one or more of the provisions of this Agreement
                                            is subsequently declared invalid or unenforceable, the invalidity or unenforceability shall
                                            not in any way affect the validity or enforceability of the remaining provisions of this
                                            Agreement. In the event of the declaration of invalidity or unenforceability, this Agreement,
                                            as modified, shall be applied and construed to reflect substantially the intent of the Parties
                                            and achieve the same economic effect as originally intended by its terms. In the event that
                                            the scope of any provision to this Agreement is deemed unenforceable by a court of competent
                                            jurisdiction, or by an arbitrator, the Parties agree to the reduction of the scope of the
                                            provision as the court or arbitrator shall deem reasonably necessary to make the provision
                                            enforceable under the circumstances.



 


		7.16.	Headings.
                                            The headings contained in this Agreement are intended solely for convenience and shall not
                                            affect the rights of the Parties.



 


		7.17.	Waiver.
                                            Waiver of any term or condition of this Agreement by any Party shall only be effective if
                                            in writing and shall not be construed as a waiver of any subsequent breach or failure of
                                            the same term or condition, or a waiver of any other term or condition of this Agreement.



 


		7.18.	Counterparts.
                                            This Agreement may be signed in any number of counterparts with the same effect as if the
                                            signature on each counterpart were on the same instrument. The execution and delivery of
                                            a facsimile or other electronic transmission of a signature to this Agreement shall constitute
                                            delivery of an executed original and shall be binding upon the person whose signature appears
                                            on the transmitted copy.



 


		7.19.	Additional
                                            Provision. This Agreement shall be null and void and the Shares shall be reissued to
                                            the Stockholder if the Company does not raise at least $1.5 million dollars in financing;
                                            and enter into a definitive agreement for the acquisition of a blockchain based company within
                                            12 months from the date this Agreement is executed.



 


[Remainder
of page intentionally left blank – Signature pages follow]




 






    	 



     


    

 


IN
WITNESS WHEREOF, the Parties have duly executed this Agreement as of the Effective Date.


 








	 	Descrypto
  Holdings, Inc.
	 	 	 
	 	By:	 
	 	Name:	Howard
  Gostfrand
	 	Title:	Chief
  Executive Officer
	 	 	 
	 	Stockholder:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: