🤝License agreement

Introduction to the License Agreement

The License Agreement is a comprehensive document that outlines the terms and conditions under which the Digital Notary operates. It includes the roles and responsibilities of the Digital Notary, the founder or existing shareholders, and any other involved parties. This agreement ensures that all parties are aligned and that the digital notary services are provided in a legally compliant and efficient manner.

Key Components of the License Agreement

1. Parties Involved:

   • The Digital Notary: Operated by Nxchange BV and Bondex BV, responsible for administering the digital services.

   • Founder: The individual or legal entity establishing the new BV or converting an existing one.

   • Shareholders: Existing shareholders in the case of a conversion, or newly added shareholders in a new entity.

   • STAK (if applicable): The Stichting Administratiekantoor involved in managing share certifications.

2. Purpose and Scope:

   • The agreement details the purpose of utilizing the Digital Notary, which includes digital share issuance, management, and transfer.

   • It specifies the scope of services provided, such as the digital administration of shares, compliance checks, and corporate actions.

3. Model Statutes and Documents:

   • The Digital Notary uses standardized documents and model statutes to streamline the process. This includes the deed of incorporation, shareholders’ agreement, and administration conditions for STAK.

   • These documents are tailored to facilitate easy capital raising and efficient management of the company.

4. Issuance and Management of Shares:

   • The License Agreement outlines the process for issuing and managing shares. This includes the creation of 200,000,000 shares (100,000,000 Class A with voting rights and 100,000,000 Class B without voting rights).

   • It specifies the roles of the Digital Notary in maintaining the digital shareholder register and handling the issuance of new shares.

5. Obligations of the Parties:

   • Founder and Shareholders: Must provide accurate information, comply with KYC/AML checks, and adhere to the terms of the agreement.

   • The Digital Notary: Responsible for the accurate and secure digital administration of shares, conducting compliance checks, and ensuring legal conformity.

6. Fees and Payments:

   • The agreement includes details on the fees associated with using the Digital Notary’s services, including onboarding fees, annual fees, and transaction costs.

   • It specifies the payment terms and conditions, including any mandatory deposits.

7. Legal and Regulatory Compliance:

   • The Digital Notary ensures that all actions taken under the agreement comply with relevant legal and regulatory frameworks, including AFM guidelines and the Wet giraal effectenverkeer.

   • The agreement also includes provisions for dealing with non-compliance or breaches by any party.

8. Termination and Amendments:

   • Conditions under which the License Agreement can be terminated by either party are clearly outlined.

   • It also includes the process for amending the agreement, which requires mutual consent and documentation.