Hashbon.com (HASHBON s.r.o.)
THIS CERTIFIES THAT in exchange for the payment (in Accepted Cryptocurrency) by the “Purchaser” of the certain amount (the “Purchase Amount”) to Hashbon, a limited company incorporated in the Czech Republic with company number 072 25 644 (the “Hashbon”), the Company hereby issues to the Purchaser the right to corresponding amount of cryptographic tokens in the Hash (the “Tokens”). Hashbon s.r.o. is registered by The Municipal Court of Prague, Section C, inscription No. 297104.
See Section 2 for certain additional defined terms.
(a) Token Sale. In the event that the Company or any Nominated Entity operates a Qualifying Token Sale, the Company will automatically issue to the Purchaser, or will take all reasonable steps to procure that the Nominated Entity promptly issues to the Purchaser, a number of Tokens equal to the Purchase Amount (the Purchaser Tokens). If the Qualifying Token Sale is offered at different prices depending on the time at which Tokens are purchased, the Purchase Amount will be considered to have been publicly marketed at the most advantageous rate. The purchase rate is fixed and the bonus received by the user is fixed also. Every purchase will be confirmed by return.
If the Company elects to operate the Qualifying Token Sale using a Nominated Entity, it will inform the Purchaser by registered email. The performance by the Nominated Entity of the obligations of the Company under this agreement will duly discharge the obligations of the Company to the Purchaser.
(b) Dissolution Event. If there is a Dissolution Event before this agreement expires or terminates, the Company will pay an amount equal to the Purchase Amount, due and payable to the Purchaser immediately prior to, or concurrent with, the consummation of the Dissolution Event. The Purchase Amount will be paid prior and in preference to any Distribution of any of the assets of the Company to holders of outstanding tokens by reason of their ownership thereof. If immediately prior to the consummation of the Dissolution Event, the assets of the Company legally available for distribution to the Purchaser and all holders of all other Hashbon.com (the “Dissolving Purchasers”), as determined in good faith by the Company’s board of directors, are insufficient to permit the payment to the Dissolving Purchasers of their respective Purchase Amounts, then the entire assets of the Company legally available for distribution will be distributed with equal priority and pro rata among the Dissolving Purchasers in proportion to the Purchase Amounts they would otherwise be entitled to receive pursuant to this Section 1(b).
(c) Termination. This agreement will expire and terminate (without relieving the Company of any obligations arising from a prior breach of or non-compliance with this agreement) upon either (i) the issuance of Tokens to the Purchaser pursuant to Section 1(a);
“Acting in Concert” has the meaning given to it in the City Code on Takeovers and Mergers published by the Panel on Takeovers and Mergers in force from time to time.
“Accepted Cryptocurrency” means that purchase order can be made only in following cryptocurrencies: BTC, BCH, ETH, LTC, DASH, ZEC, XMR.
“AML” means: During the entire contractual period, Hashbon.com has the right to ask the „Purchaser“ to proof, his/her operations are in line with valid legislation.
Valid legislation means primarily (and in the extent of):
(all are available at Hashbon.com by request in full text)
According to these provisions, Hashbon has any time the full right to ask his counterparties to provide a copy of passport (if individual) or a copy of company registration (if company).
Rejection or non-delivery of these documents within a reasonable timeframe, establishes the right of Hashbon to cancel deals done and clear them out according to business rules.
“Change of Control” means (i) a transaction or series of related transactions in which more than fifty percent (50 %) of the voting rights attached to the Capital Shares of the Company are sold or are to be sold to one person or group of persons Acting in Concert; or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company.
“Hashbon Token” means a suite of smart contracts built on the Ethereum and/or similar network.
“Distribution” means the transfer to holders of Capital Shares by reason of their ownership thereof of cash or other property without consideration whether by way of dividend or otherwise, other than dividends on ordinary shares payable in ordinary shares, or the purchase or redemption of Capital Shares by the Company or its subsidiaries for cash or property other than: (i) repurchases of ordinary shares held by employees, officers, directors or consultants of the Company or its subsidiaries pursuant to an agreement providing, as applicable, a right of first refusal or a right to repurchase shares upon termination of such service provider’s employment or services; or (ii) repurchases of Capital Shares in connection with the settlement of disputes with any shareholder.
“Dissolution Event” means (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the Company’s creditors or (iii) any other liquidation, dissolution or winding up of the Company (excluding a Liquidity Event), whether voluntary or involuntary.
“Exit” means the right of the „Purchaser“ at any the time to sell his/her investment on the free market. Hashbon.com is not obliged to, but not excluded to bid exit price for total/part of amount of „Purchaser“ investment.
„GDPR“ means, all counterparty data are stored and managed by Hashbon.com in compliance with Regulation (EC) No 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data
“Liquidity Event” means a Change of Control or a Listing.
“Liquidity Price” means the price per share equal to: the fair market value of the Hashbon.com Shares at the time of the Liquidity Event, as determined by reference to the purchase price payable in connection with such Liquidity Event.
“Investment Amount” means the amounts paid by the Purchaser to the Company pursuant to this agreement.
“Nominated Entity” means a company or other organisation, nominated by the Company to operate the Qualifying Token Sale.
“Qualifying Token Sale” means the operation by the Company or any subsidiary thereof of a public sale of cryptographic tokens necessary for the operation of the Hashbon.
“Token Sale” means the public sale of cryptographic tokens in the Hashbon as seen as necessary for the running of the Hashbon.
3. Company Representations
(a) The Company is duly incorporated and validly existing under the laws of the Czech Republic, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this agreement is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Purchaser, has been duly authorized by all necessary actions on the part of the Company. This agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or articles of association, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this agreement do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this agreement, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Shares issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
4. Purchaser Representations
(a) The Purchaser has full legal capacity, power and authority to execute and deliver this agreement and to perform its obligations hereunder. This agreement constitutes valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Purchaser is purchasing this agreement 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.
(с) The Purchaser is obliged to fill in the valid data in his Hashbon profile not later than 10 days after registration.
(d)The Purchaser must complete verification process according to the current AML policy of hashbon.com, provide the necessary documents, and follow all the instructions of the Hashbon technical support service, otherwise the purchased tokens will remain blocked, and cannot be withdrawn, sold or used in other way until mentioned conditions are not completed.
(a) Hashbon.com is authorized to amend, waive or modify general rules of this agreement with obligatory notice of the Purchaser. If User Agreement changes, the „Purchaser“ has the right to quit his/her investment within 30 calendar days, starting the day after, when the „Purchaser“ was informed about these changes. After elapse of this period, it is understood, the „Purchaser“ agrees to User Agreement changes.
(b) The Purchaser himself is responsible for his investment profit or loss.
(c) Unless otherwise expressly stated herein, all communications under this agreement will be made by email. Any notice required or permitted by this agreement will be deemed sufficient when sent by email to the registered address.
(d) Purchaser agrees to receive email notifications from Hashbon.
(e) Both contractual side operate on the principle, there one contract original, which is available on hashbon.com site.
(f) Contractual language is English.
(g) Electronic way of documents exchange must comply fully with (and in the extent of):
• Regulation (EC) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market
• Commission Implementing Regulation (EU) No 2015/806 of of 22 May 2015 laying down specifications relating to the form of the EU trust mark for qualified trust service
• Czech Law No. 297/2016 on trust services for electronic transactions
(all are fully available at Hashbon.com by email request)
(h) 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.
(i) In the event any one or more of the provisions of this agreement is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this agreement operate or would prospectively operate to invalidate this agreement, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this agreement and the remaining provisions of this agreement will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.
(j) This agreement may be executed and delivered in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts together shall constitute the one agreement.
(k) This agreement, and all rights and obligations hereunder, will be governed by and construed in accordance with the laws of the Czech Republic, and the Municipal Court of the City of Prague shall have exclusive jurisdiction to settle any dispute arising in connection with this agreement.
(l) The Purchaser confirms that he/she is not a citizen of the United States Of America (here and after: U.S.A.) or a permanent resident of the U.S.A, or on the territory of the U.S.A or on any other jurisdiction, territory or possession of the U.S.A. at the time of purchase of tokens, or have a primary residence or domicile in the U.S.A., Puerto Rico, the US Virgin Islands, or any other jurisdiction of the USA, or a citizen of any other jurisdiction, where the issuance of tokens is prohibited by law or subject to any registration requirement, licensing or lock-up.
(m) As for specific legal requirements in the territory, Hashbon is forced to request the Purchaser to confirm that he/she not a citizen, resident, individual or legal entity and currently physically located outside of the following countries: Afghanistan, Bangladesh, Bolivia, Bosnia and Herzegovina, Ecuador, Ethiopia, Guyana, Iran-Islamic Republic of, Iraq, North Korea, Lao People's Democratic Republic, Sri Lanka, Sudan, Syrian Arab Republic, Trinidad and Tobago, Tunisia, Uganda, Vanuatu, Yemen.
(n) If the amount of tokens does not exceed 100, the buyer (recipient) of the tokens himself pays the commission for the transfer. The commission is paid by the buyer (recipient) before the tokens are credited.
(o) The tokens are transferred to the buyer (recipient) no later than 1 year from the date of purchase.
Registration number: 072 25 644
Address: U dálnice 815/6, Stodůlky, 155 00 Praha 5