Terms & Conditions

This Terms and Conditions (the “Term Sheet”) is executed by Debricks, the trading name of Stabile LLC (the “Company”), a company formed under the laws of Delaware, United States, domiciled in 651, N. BROAD ST. SUITE 201, 19708. and the “Investor”, user who registers on the debricks.com platform, and together, (the “Parties”), and individually each of them (the “Party”). WHEREAS:

1. The Company is a real estate crowdfunding platform engaged in various international projects.

2. The Company intends to purchase and manage a real estate asset.

3. The Company is the owner of BRICKS “ERC20” token.

4. The Company intends to purchase the Property and intends to raise the necessary funds to acquire the Property through contributions of investors.

5. The Company ́s purpose is to invest in and manage a certain real property, more precisely described below (the “Property”)

6. Investor desires to invest towards the acquisition of the Property and Manager desires Investor to invest in the Property.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the Parties agree as follows:

1. The Property and Acquisition. The Company intends to purchase properties (the “Intention”). Investors may contribute funds towards the cost of acquisition of the properties, plus costs and expenses, including reasonable insurance, legal fees, commissions, and applicable taxes (collectively, the “Cost of Acquisition”).

If the Cost of Acquisition is raised in full, each Property will be acquired, with ownership thereof reflected as follows: (i) Investors who have contributed towards the acquisition of the Property shall become token holders of BRICKS (the “Offering”). The Offering shall not be available to any person or entity in any jurisdiction where it would be contrary to applicable laws, rules, or regulations of any governmental authority or where Manager or the Company is not authorized to make such Offering.

2. Investor Contributions. Investor’s contribution towards the Cost of Acquisition shall be in no event less than the minimum of USD 100. In the event the total Cost of Acquisition is not raised before the date of closing of the investment offering (the “Closing”), the Company, at its sole discretion, is authorized to negotiate a loan to purchase the Property.

3. Investor’s Investment. Investor agrees to invest in the Property the sum set forth in the debricks platform hereto (the “Investment”), in accordance with the terms and conditions set forth herein, and such other terms and conditions that may be agreed to by the Parties from time to time. The exact sum of the Investment shall be confirmed upon actual receipt of funds from the Investor.


6. Investor Representations:

i. Non-U.S. Person. Investor represents and warrants that Investor is not a U.S. person, as such term is defined in 17 C.F.R. §230.902(k)(1) issued pursuant to the Securities Act of 1933, as amended from time to time. In addition, Investor agrees that he shall have no right to transfer any of the tokens to a US or to market tokens in the USA. Investor agrees and understands that Manager is entering into this Term Sheet outside of the USA and in reliance on the representations made by Investor herein.

ii. Capital or Income Requirements. Should the Investor be a national or resident of a jurisdiction that establishes minimum capital or income requirements for Investor to be eligible to accept the Offering: (a) It is Investor ́s responsibility to ensure Investor complies with said requirements; (b) Investor hereby represents and warrants to Company that Investor complies with such requirements; and, (c) Company may justifiably rely upon said Investor representation of compliance to proceed with the investment transaction.

iii. Knowledge and Experience to Invest. Investor further represents and warrants that: (a) He has sufficient knowledge and experience in finances and business to evaluate the risks and the content of the Offering and that he is capable of assuming said risks; (b) He has had access to information regarding the Offering which he deems necessary and sufficient to make the investment decision; and, (c) Is aware that the Offering shall be null and void in the event it is subject to registration requirements in the jurisdiction of his nationality or permanent residence.

7. The Lease. As soon as practicable after the Purchase Date, the Company shall offer the Property for lease (the “Lease”). The Lease monthly rent, from which amount Manager shall pay reasonable expenses, including insurance, management fees, legal costs and applicable taxes. The after-tax returns will be distributed to the investors.

8. Sale of Property. Always after 7 (seven) years or, if, at any time within the first two years, any Property increase in value exceeds 20% (Twenty Percent) of the Purchase Price, as confirmed by two independent professionals, the following procedure for sale of the Property (the “Sale”) shall apply:

i. The Company shall have the Property appraised and placed on the market at market value;

ii. In case the placing on sale of the Property was activated due to an increase in value of 20% (Twenty Percent) within the first two years, the sale will not proceed if the increase in value drops below 20% (Twenty Percent).

Once a year Company shall request an appraisal of the properties to determine the value.

9. Distributions. Investor shall have the right to collect profits on a pro rata basis based on the number of tokens owned, as follows: The Company ́s income shall be distributed to its sole member, after payment of all applicable taxes, expenses, and management fees. The Company shall, in turn, distribute profits in the form of tokens to Investor, pro rata, once per month, after payment of all applicable taxes, expenses and management fees.

10. Investor ́s Redemption Rights. Manager expressly represents and Investor expressly acknowledges that tokens do not have the right of redemption. Investor may transfer his tokens to any third party, provided always that such transfer is undertaken in full compliance with the transfer process and with Company’s prior written approval, which shall not be unreasonably denied. Investor shall be solely responsible for the payment of any costs incurred throughout such process, including but not limited to, legal consultations and administrative costs.

Notwithstanding the foregoing, Investor shall have no rights to transfer the tokens to a U.S. Person or to market the tokens in the United States or to U.S. Persons.

11. Term. The Company shall have 180 days from the date of Closing (the “First Period”) to purchase the Property or another similar property (a “Similar Property”, as described below). During the First Period, Investor may not reclaim the Investment. In the event the First Period is finalized without the Company having purchased the Property or any other Similar Property, Investor may request Property to refund the Investment and, if Investor so requests, the Investment shall be transferred to Investor as soon as practicable, without any interest and /or penalty to be claimed from the Company.

12. Similar Properties. Investor hereby authorizes the Company to purchase the Property. In the event that, for any reason not attributable to the Company, the Property cannot be purchased, Investor authorizes the Company to negotiate the purchase of any other real estate property similar to the Property, in Company’s sole discretion, in which the Property is located and situated no more than 50 Km from the Property, with a similar total area as the Property and promise to generate a similar rental income (“Similar Property”).

13. Closing / Investment Transfer. The closing of the Offering shall take place at the Closing, the date on which the Cost of Acquisition is fully financed. Upon execution of this Term Sheet, Investor shall transfer 100% (One Hundred Percent) of the Investment to the bank account indicated by the Company, ensuring that it be received within 10 (Ten) business days therefrom (the “Investment Payment Term”). The Investor’s Investment shall be kept in trust in the account indicated by the Company, until such time as the Property is acquired on the Purchase Date. Should the Investment not be received within the Investment Payment Term, this Term Sheet will become null and void, which shall be advised in writing by the Company to Investor. The Company shall inform Investor in writing in the event the Closing is cancelled or postponed. Otherwise, it shall be understood that Closing shall take place as set forth above. Following the Closing, the following shall take place on the Purchase Date:

i. Company shall purchase the Property or any other Similar Property.

ii. The Company shall issue in favour of Investor the tokens corresponding pro rata to Investor Investment.

iii. Definitive Agreements (as defined below) shall be executed.

14. Investor Breach. If 100% (One Hundred Percent) of Investor Investment is not received in the bank account to be indicated by the Company within 10 (Ten) business days from the date of execution of this Term Sheet, Investor shall forfeit his right to participate in the Offering.

15. Manager. The Company shall act as manager and shall manage the day-to-day operations of the Company and the Property. Investor shall have no right to participate in the day-to-day operations of the Company or the Property.

16. Power of Attorney. On the Purchase Date, Investor shall hereby, without the requirement of any further instrument, irrevocably constitute and appoint the Company its attorney and agent to sign, execute and deliver, in his name and on his behalf, all or any such agreement, deeds, instruments, documents and/or any counterpart thereof or certificates or to take any such action as it deems necessary from time to time or as is required under any applicable law to admit Investor as a tokens holders of BRICKS, including (without limitation) the power and authority to sign, execute and deliver (or attach signature pages to) all agreements (including underwriting agreements), securities, instruments or documents, or any counterpart thereof, in relation to:

i. any transfers of tokens.; or

ii. the admission of any token holders.

This power of attorney shall be granted to secure the obligations of Investor hereunder and shall be irrevocable.

17. Confidentiality. The Parties hereto covenant and agree (and agree to make reasonable efforts to cause their employees, agents, affiliates or potential investors) not to disclose any information of a confidential or proprietary nature provided by the other Party (collectively, the “Confidential Information”), except (i) information previously indicated by disclosing Party as permitted for distribution to any third party, (ii) pursuant to a subpoena or order issued by a court, arbitrator or governmental body, agency or official binding upon not disclosing Party, (iii) pursuant to any other governmental requirements (e.g., securities law requirements) binding upon the non-disclosing Party, (iv) to the extent any such Confidential Information comes into the public domain other than as a result of disclosure by the non- disclosing Party, or (v) with the prior written consent of disclosing Party. If non disclosing Party shall receive a request to disclose any Confidential Information under a subpoena or order, non-disclosing Party shall (a) promptly notify disclosing Party, (b) consult with disclosing Party on the advisability of taking steps to resist or narrow such request and (c) if disclosure is required or deemed advisable, reasonably co-operate with disclosing Party in any attempt it may make to obtain an order or other assurance that confidential treatment will be accorded such Confidential Information, as the case may be, that is disclosed.

19. Expenses. Each Party shall pay its own costs and expenses incurred in connection with the execution of this Term Sheet and the Investor’s Investment (including fees and expenses of financial advisors, financial sponsors, legal counsel and other advisors, travel, etc.).

20. Taxes. Each party shall be responsible for the payment of their own taxes resulting from the Investment.

21. Indemnity. The Investor shall indemnify the Company to the full extent permitted by law for any claims against the Company in connection with the matters contained herein.

22. Cooperation. The Parties hereto agree to cooperate fully and in good faith to complete the transaction described herein as expeditiously as possible.

23. Termination. Except as otherwise provided herein, Investor may not terminate this Term Sheet. The company may terminate this Term Sheet, at its sole discretion, prior to the Purchase Date, in which case, the Investment shall be refunded to Investor without any interest and/or penalty, except as otherwise indicated in this Term Sheet.

24. Attorney’s Fees. In the event of a dispute regarding the provisions of this Term Sheet, the prevailing Party shall be entitled to collect reasonable attorneys’ fees and costs from the other Party.

25. Assignment. Investor may not assign his rights and obligations under this Term Sheet, without the prior written consent of the Manager. Manager may transfer its rights and obligations to any related party.

26. Notices / Domiciles. Unless otherwise provided herein, any notice required or permitted under this Term Sheet shall be given in writing and shall be deemed effectively given upon personal delivery to the Party to be notified or upon deposit with an internationally-recognized express courier, or by registered or certified mail, postage prepaid and addressed to the Party to be notified at the address indicated for such Party below, or at such other address as such Party may designate with 10 (Ten) days written notice to the other Parties.

27. Successors and Assigns. This Term Sheet shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, successors, and permitted assigns.

28. Entire Agreement. This Term Sheet, including any other documents referred to herein which form an integral part thereof, except for those matters to be defined in the Definitive Agreements, contains the entire understanding of the Parties hereto with respect to the subject matter contained herein and therein, and no Party shall be liable or bound to any other Party in any manner by any warranties, representations, or covenants, except as specifically set forth herein or therein. This Term Sheet supersedes all prior or simultaneous written and oral agreements and understandings among the parties with respect to such subject matter.

29. Waivers and Amendments. This Term Sheet may be amended, modified, superseded, renewed, or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the Parties hereto or, in the case of a waiver, by the Party waiving compliance. No delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any right, power, or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies which any Party may otherwise have at law or in equity.

30. Applicable law / Jurisdiction. This Term Sheet shall be governed by the laws of the United States. In the event of any dispute arising out of this Term Sheet, the Parties hereto consent to resolving same through arbitration. Any actions or proceedings to enforce a judgment issued through the arbitration proceeding may be enforced in any jurisdiction.

31. Counterparts. This Term Sheet may be executed simultaneously in two counterparts, any one of which need not contain the signatures of more than one Party, but all such counterparts taken together will constitute one and the same agreement. You expressly acknowledge, understand and agree that your participation in the Bricks Distribution and the purchasing of Bricks Tokens are all carried out at your sole risk and that all of the aforementioned are each provided, used and acquired on an "as is" and on an "as available" basis without representations, warranties, promises or guarantees whatsoever of any kind by the Company and you shall rely on your own examination and investigation thereof. There are no guarantees as to the price of the Bricks Tokens purchased by you. You understand and accept that the Bricks Distribution Contract concept, the underlying software application and software platform (i.e. the Ethereum blockchain) is still in an early development stage and is unproven, hence there is no warranty that the process for creating Bricks Tokens will be uninterrupted or error-free and why there is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs. On the Ethereum blockchain the timing of block production is determined by proof of work so block production can occur at random times and/or the Ethereum blockchain is prone to periodic congestion during which transactions can be delayed or lost and/or individuals may also intentionally spam the Ethereum network in an attempt to gain an advantage in purchasing cryptographic tokens. Therefore, you acknowledge and understand that the Ethereum blockchain may not include your transaction at the time that you expect and you therefore may not receive Bricks Tokens the same day that the Funds were paid to the Company.

Bricks Tokens may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the Bricks Distribution Contract, these Terms or the Bricks Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. You may be unable to sell or otherwise transact in Bricks Tokens at any time, or for the price that you paid. By using the Bricks Distribution Contract or by purchasing Bricks Tokens, you acknowledge, understand and agree that Bricks Tokens may have no value and/or there is no guarantee or representation of liquidity for the Bricks Tokens and/or the Company is not and shall not be held responsible for or liable for the market value of Bricks Tokens, the transferability and/or liquidity of Bricks Tokens or the availability of any market for Bricks Tokens through third parties or otherwise.

You understand that the development of the Bricks Software and/or Platform may be abandoned for a number of reasons, including, but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel, and therefore any ongoing success in the Bricks Software and/or Bricks Platform relies solely on the interest and participation of third parties. There can be no assurance or guarantee that there will be sufficient interest or participation in the Bricks Tokens distribution. Regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact Bricks Tokens in various ways, including, for example, through a determination that Bricks Tokens are regulated financial instruments that require registration. The Company may cease the distribution of Bricks Tokens, the development of the Bricks Software and/or Bricks Platform or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.

Bricks Tokens are not regulated by any central bank or other government authority. The Company provides no representation as to the legal status of the Bricks Tokens in any jurisdiction. The Company does not provide investment advice with regard of the purchase of the Bricks Tokens. The issuance of the Bricks Tokens will be subject to your acceptance and execution of the relevant legal disclosures and agreements in connection therewith. It is your sole responsibility to seek professional advice prior to entering an Agreement between the Parties.

The industry in which the Company operates is new and may be subject to heightened oversight and scrutiny including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of the Company and/or pursue enforcement actions against the Company. Such governmental activities may or may not be the result of targeting the Company in particular. All of this may subject the Company to judgments, settlements, fines or penalties, or cause the Company to restructure its operations and activities or to cease offering certain products or services, all of which could harm the Company’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the Bricks Tokens and/or the development of the Bricks Software and/or Bricks Platform. You understand and accept that the risks described hereof and other risks which are not specifically mentioned may cause you damage including, inter alia, the complete loss of Funds and/or Bricks Tokens, and that the Company reserves the right in its sole discretion not to compensate, refund or guarantee any remedy for any damage or loss to you and/or to any third party in relation thereto.

Last updated: 16 NOV 2022