Sample Purchase and Sale Agreement

PURCHASE AND SALE AGREEMENT OF RENTAL-PROFIT RECEIVABLES NFT

Parties hereby agree that the buyer (holder of the NFT described above) receives the entitlement to profit distributions from the property's rental income as described below, subject to the terms and conditions in this Agreement.

1. Definitions

• "NFT" means the specific non-fungible token identified above with specific rights attached.
• "Purchase Price" (P) means the amount paid by Buyer to Seller to acquire the NFT (on-chain sale amount).
• "Net Rental Revenue" means gross rental receipts from the Property for the relevant period minus reasonable operating expenses, taxes, insurance, management fees and other agreed deductions.
• "Guaranteed Monthly Payment" = P × 8% / 12 (i.e., 8% APY pro-rated to each month).
• "Quarterly Performance Top-Up Payment" = (Net Rental Revenue for the quarter × [REVENUE_SHARE_PERCENTAGE / 100]) - (3 × Guaranteed Monthly Payment).
• "Payment Wallet" — the wallet address that holds the NFT at the time the payment is processed.

2. Grant of Rights; Term

2.1 Seller transfers/assigns to Buyer (by on-chain transfer of the NFT) the economic entitlement described in this Agreement: the right to receive profit distributions derived from the Property's Net Rental Revenue to the extent and on the schedule set forth below.

2.2 The parties acknowledge that the NFT is the instrument of entitlement; ownership of the NFT is the sole means of claiming payments under this Agreement.

2.3 Term: This Agreement remains in force for one (1) year from the Effective Date. Unless renewed by mutual written or on-chain agreement, it automatically terminates at the end of that period, except that any unpaid principal and accrued payments remain due.

3. Payment Schedule and Calculation

3.1 Monthly Guaranteed Payments. Seller (or smart contract) shall pay Buyer each month the Guaranteed Monthly Payment = P × 8% / 12. Payment must be made no later than the 10th calendar day after the close of each month.

3.2 Quarterly Performance Top-Up Payments. At the end of each calendar quarter, Seller shall calculate the Buyer's share of actual Net Rental Revenue:

Quarterly Revenue Share = Net Rental Revenue × (REVENUE_SHARE_PERCENTAGE / 100)

If this Quarterly Revenue Share exceeds the sum of the three (3) monthly Guaranteed Payments already made for that quarter, Seller will pay Buyer the excess amount as an additional quarterly performance top-up within fifteen (15) days of quarter-end.

3.3 Payment Currency. All payments are made in the USDC/USDT/SOL tokens to the Payment Wallet.

3.4 Late Payments. Amounts unpaid after the deadlines above accrue interest at 15% per annum until paid.

4. Reporting and Data Access

Seller provides live access to rental revenue data and quarterly statements showing rental receipts through Property Portal available through property dashboard in Portfolio section.

5. Property Identification

Property details appear above as [Address / Legal Description].

6. Transferability and VireoShare Requirement

6.1 Entitlement follows the NFT. The economic entitlement and right to receive Guaranteed Monthly Payments and Quarterly Performance Top-Up Payments automatically follow the NFT: the Payment Wallet at the time of payment (i.e., the wallet address recorded on-chain as NFT owner at the snapshot time defined in the smart contract or 00:00 UTC on the payment day) will be the recipient of the payments.

6.2 VireoShare requirement. To be eligible to buy the NFT or receive any payment, the Payment Wallet must hold at least [MIN_VIREO_BALANCE] VireoShare. If at the payment snapshot the Payment Wallet does not meet this requirement, Seller may (a) withhold payment until the requirement is met. Parties understand the VireoShare requirement is a condition precedent for on-chain automated payment processing.

6.3 Transfers. Buyer may transfer the NFT freely subject to any token lock or marketplace restrictions; transfers do not require Seller consent but the transferee will take the NFT subject to all obligations and rights in this Agreement. Seller will not be liable for payments missed due to Buyer/transferee failure to hold required VireoShare tokens.

6.4 Parties acknowledge the NFT itself is the record of entitlement. To effect transfer of rights, a lawful on-chain transfer of the NFT is required. Parties may use the blockchain transaction hash as evidence of transfer.

7. Taxes

7.1 Each party is responsible for its own taxes arising from payments under this Agreement. Buyer (as recipient) is responsible for income tax on amounts received; Seller is responsible for any obligations it may have.

7.2 If a withholding obligation is imposed by applicable law on Seller, Seller may withhold the required amount and provide Buyer with documentation of withholding.

8. Warranties and Covenants

8.1 Seller represents that (a) Seller has the legal authority to grant the economic entitlement represented by this NFT; (b) the Property is not subject to any covenant or agreement that would prevent the distribution of Net Rental Revenue as described; and (c) all information presented is true and accurate to Seller's knowledge.

8.2 Buyer represents that Buyer acquires the NFT not for use in furtherance of illegal activity; Buyer will comply with any KYC/AML checks required by applicable law or Seller's payment processor.

8.3 No other warranties. Except as expressly set forth in this Agreement, neither party makes any other warranties, express or implied.

9. Default and Remedies

9.1 Seller default. If Seller fails to make a monthly or quarterly payment when due (and does not cure within 30 days after notice), Buyer may pursue remedies including specific performance and/or termination of the economic entitlement, subject to the NFT's smart contract terms.

9.2 Buyer default. If Buyer (or NFT holder) breaches material covenants (e.g., transfers to a sanctioned wallet), Seller may suspend payments until cured.

9.3 Mitigation. Parties must use commercially reasonable efforts to mitigate damages and to cooperate to reconcile payment disputes.

10. Confidentiality

The parties agree to keep non-public financial details and rental records confidential, except as required by law or to perform the calculations/audit set forth in this Agreement.

11. Dispute Resolution

11.1 Negotiation. Parties will first attempt to resolve disputes by good faith negotiation.

11.2 Arbitration. If unresolved within 30 days, disputes shall be finally resolved by arbitration in [CITY, JURISDICTION] under the rules of [ARBITRATION_PROVIDER]. The arbitrator may order specific performance, damages, and allocation of costs.

12. Termination and Renewal

At the end of one year, this Agreement expires unless renewed by both parties. On expiry the initial purchase amount will be returned to the wallet holding the NFT, the NFT remains valid as a record of past rights, but no new profit accruals occur beyond the Term unless extended.

13. Miscellaneous

13.1 Not legal advice. This template is provided for convenience only; parties should obtain independent legal advice and ensure compliance with securities, tax, and token regulations applicable in their jurisdictions.

13.2 Entire agreement. This Agreement, together with any exhibits and the on-chain NFT metadata/smart contract (if any), embodies the full agreement between the parties.

14. Payment Example

15. Signatures & Acknowledgement

By transferring the NFT (Seller → Buyer) and/or by accepting below (or by on-chain acceptance mechanism), the parties acknowledge and agree to the terms above.