TIFstock Token Sales terms
PRE-SALE AGREEMENT FOR THE “TO BE ISSUED” SHARES IN TIF HOLDING B.V.
THIS AGREEMENT (the “Agreement”) made as of Purchase date on the invoice
- TIF Holding B.V., a corporation currently named Modelboard Holding BV and soon to be renamed, founded and organized under the laws of The Netherlands, with a registered office held in The Netherlands hereinafter referred to as the “Seller” and
- The TIFstock.io website client hereinafter referred to as the “Purchaser”;
WHEREAS this Agreement covenants the Purchaser shall purchase shares or digital Tokens named “TIFstock” to be issued by the Seller (the “TIFstock tokens”) upon the occurrence of the Seller’s ShareToken Sale, subject to the terms and conditions set forth below;
WHEREAS the sale, delivery and transfer of the TIFstock Tokens is subject to the conditions precedent (opschortende voorwaarden) the ShareToken Sale while the payment is made upon signing of this agreement or in any event on the agreed date of payment;
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1.1. Unless explicitly stated otherwise, the following terms shall have the following meaning (and grammatical variations of such terms shall have corresponding meanings):
1.1.1. TIFstock means the Tokens to be issued by the Seller in the Seller’s ShareToken Sale, further details can be found on www.tifstock.io, from where a preliminary whitepaper with details can be downloaded;
1.1.2. Sellers’s ShareToken Sale means a bona fide transaction or series of transactions, pursuant to which the Seller sells ShareTokens to the general public in an intentionally publicized product launch of the TIFstock Tokens;
1.1.3. Seller means TIF holding B.V. (currently known as Modelboard Holding BV);
1.1.4. Effective Date means the date on which the first Sellers’ ShareToken Sale shall first take place after this Agreement is entered in to by Parties;
1.1.5. Party or Parties mean(s) each of Seller, Purchaser individually or collectively;
1.1.6. Conditions Precedent means opschortende voorwaarden as defined the Netherlands Civil Code;
1.1.7. Purchase Price means the amount in Euro’s as mentioned in clause 3.2;
1.1.8. Final ShareToken Sale Terms means the final terms under which the ShareToken Sale shall take place;
1.1.9. Initial Valuation Price means the minimum price of a 0.833333 share with a discount as stated on the invoice in accordance with the Articles of Association of TIF Holding BV which shall be in Euro’s and the equivalent of the Bitcoin or Ether according to applicable Euro/Bitcoin and Euro/Ether exchange rates published on https://www.cryptocompare.com/ as of the time the unique deposit address receives Bitcoin or Ether;
1.2. In this Agreement, clause headings are inserted for convenience purposes only. They shall not affect the construction or interpretation of this Agreement;
1.3. In case of conflict between or inconsistency of the provisions of the actual agreement and the contents of the schedules and/or annexes, the provisions of the actual agreement shall prevail;
1.4. The English language used in this Agreement intends to describe Dutch legal concept only and the consequences of the use of this language in English law or any other law shall be disregarded. In case of conflict between Dutch legal concepts mentioned between brackets and/or in italics in this Agreement and the English translation thereof as used in this Agreement, the Dutch text, and its meaning thereof under Dutch law, will prevail;
- SALE OF SHARES
2.1. Subject to the terms and conditions of this Agreement, Seller hereby sells and agrees to transfer to Purchaser and Purchaser hereby purchases and agrees to accept from Seller the proper amount of TIFstock shares.
2.2. The Shares shall be for the risk and account of Purchaser as per the Effective Date. It is explicitly understood by Seller and Purchaser that Purchaser will be entitled to the (net) profits of the Companies as of the Effective Date.
2.3. If something is not regulated due to this Agreement, the Company shall, as part of the ShareToken Sale, deliver the purchased amount of shares to Purchaser according to applicable procedures set forth in the Final ShareToken Sale Terms.
- PURCHASE PRICE
3.1. According to the procedure of preliminary sale of ShareTokens (Presale) in accordance with this Agreement, the Seller offers a discount noted on the invoice of the Initial Valuation Price of a TIFstock Token purchased.
3.2. The Purchase Price for the TIFstock Tokens payable by Purchaser to Seller is amount on the invoice. (the “Purchase Price”).
3.3. The Purchase Price shall be paid in full upon accepting of the Agreement via our website. If bank transfer is chosen as payment option payment is due within 14 days from the accepting of this agreement by bank transfer or via an equivalent in Bitcoins or Ethers to:
Bank account: NL19 ABNA 0412971607 (name Modelboard Magazine B.V.)
Bitcoin address: 36HernPAHeu5bJdYKZenMZUdf7wtWRTv42
Ethereum address: 0x33cc740dfC91bb6E56f519a183c9F7cbF1BE7d28
- CONDITIONS PRECEDENT
4.1. The sale and transfer of the Shares contemplated in clause 2 are subject to the satisfaction or fulfillment of the following Conditions Precedent:
a. Successful payment of the Purchase Price in full;
b. Successful execution of ShareToken Sale by TIF Holding B.V.
5.1. The Purchaser understands that there is no guarantee that TIFstock shares will ultimately be sold in a ShareToken Sale for any specific price per TIFstock shares, or at all.
5.2. The Purchaser has such knowledge and experience in technical and business matters (including those that relate to the services and products), cryptographic ShareTokens, ShareToken storage mechanisms (such as ShareToken wallets), blockchain technology to evaluate the merits and risks of entering into this ShareToken Pre-sale Agreement and of purchasing and taking delivery of ShareTokens.
5.3. Purchaser represents and covenants that it has adequate information on which to base its decision to purchase and take delivery of TIFstock Tokens through this agreement, notwithstanding the fact that the conditions under which the transfer is to be made are not yet final and may undergo changes before they are superseded by the final ShareToken Sale terms. Purchaser acknowledges that such potential changes may be significant and understands that the final ShareToken Sale terms will be binding on Purchaser regardless of the extent, nature or impact of such changes.
5.4. Purchaser, if he lives in the United States or under U.S. legal jurisdiction is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act. The Purchaser has been advised that this instrument and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The purchaser is purchasing this instrument and the securities to be acquired by the purchaser hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The purchaser has such knowledge and experience in financial and business matters that the purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.
5.5. Purchaser acknowledges and agrees that there are risks associated with purchasing TIFstock Tokens, holding sharetokens, and using sharetokens for providing or receiving services according to the current agreement.
6.1. To the fullest extent permitted by applicable law, Purchaser will indemnify, defend and hold harmless the Seller and the respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (1) the entering in to this agreement, the purchase and acceptance of delivery of TIFstock Tokens, (2) the Seller’s responsibilities or obligations under this agreement, (3) the Seller’s violation of this agreement, or (4) the Seller’s violation of any applicable laws or regulations or the rights of any other person or entity.
6.2. The Seller reserves the right to exercise sole control over the defense, at Purchaser’s expense, of any claim subject to indemnification. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between the Purchaser and the Seller.
6.3. The Seller and its representatives as mentioned under clause 6.1 shall not be a liability to Purchaser for the sale of any TIFstock Token. Purchaser acknowledges that the past performance do not provide any grantee for the future nor do the TIFstock Tokens represent any guarantee for profit or what so ever.
6.4. Each of the Parties hereby further waives, and each of the Parties accepts the same for the other Parties, the applicability of title 1 of Book 7 Dutch Civil Code.
6.5. Notwithstanding section 6 of this Agreement, the Sellers liability shall in no event be more than the repayment of the Purchase Price.
7.1. In the event the ShareToken Sale has not taken place within 6 months from the day Parties have both signed this Agreement, Purchaser may only require that Seller shall repay the Purchase Price within 30 days after giving notice. Purchaser waives all other contractual or legal remedies.
- DISSOLUTION AND ANNULMENT
8.1. Each of the Parties hereby waives the right, and each of the Parties accepts the same, to cancel (opzeggen), to dissolve or bring an action to dissolve this Agreement (ontbinding) and/or to annul or bring an action to annul this Agreement (vernietiging) or alter the nature of this Agreement on the basis of unforeseen circumstances (onvoorziene omstandigheden) or suspend (opschorten) any of the obligations assumed hereunder as from the moment of its execution and full receipt of the Purchase Price by Seller.
9.1. Neither this agreement nor the rights contained herein may be assigned, by operation of law or otherwise, by either party without the prior written consent of the other
9.2. Seller may assign this agreement in whole, without the consent of the Purchaser, in connection with a reincorporation to change the Seller’s domicile.
- GOVERNING LAW AND JURISDICTION
10.1. This Agreement shall be exclusively governed by Dutch law.
10.2. All disputes arising out of or in connection with this Agreement or further agreements resulting thereof shall be settled by arbitration in accordance with the rules of the Netherlands Arbitration Institute (Nederlands Arbitrage Instituut). The Arbitral Panel will consist of one arbitrator and the proceedings will be conducted in English (unless the Parties agree otherwise) in Amsterdam, The Netherlands. The Arbitral Panel will rule in accordance with provisions of Dutch law.
10.3. To the extent permitted by Dutch law, all injunctions, provisional measures, and requests for the preliminary hearing of witnesses shall be submitted to the exclusive jurisdiction of the District Court of Amsterdam.