Digital Asset Markets

IBITX ISSUER LISTING AGREEMENT

 

SMALL & MEDIUM ENTERPRISE LISTING AGREEMENT

THIS LISTING AGREEMENT is entered into on this  day Upon clicking the confirmation between IBITX Software Corp and the User : (hereinafter : called : “the Issuer”)

DEFINITIONS: : For the purpose of this Listing Agreement: : “Connected persons” are persons who are deemed to be connected with a director/senior manager;

: •           The director’s /senior manager’s husband or wife. :

•             The director’s /senior manager’s minor children (these include step-children and adopted : children), dependents and their spouses. :

•             The director’s/senior manager’s partners. :

•             Bodies corporate of which the director/senior manager and/or persons connected with him together have control. : “Control” or “Controlled” in relation to an issuer means the power of a person, or persons acting jointly or in concert, by virtue of the holding of coins of the issuer, or by virtue of any agreement, arrangement, commitment or understanding with any person or persons, to direct that the business and affairs of the issuer be conducted in accordance with the wishes of such person or person and; : a) is deemed to exist where the person or persons exercise control or direction over more than fifty percent of the voting power in, or in relation to, that issuer; and : b) is presumed to exist where the person or persons exercise control or direction over more than thirty percent of the voting power in, or in relation to, that issuer;

  : “Director” means a director of a company or a person acting in a similar capacity, including the trustees of a trust; : “Independent Director” means a director who: : a) is not the holder of five per cent or more of the shares of the issuer or of a connected party : of the issuer; : b) is not a current officer of the issuer or of a connected party of the issuer; : c) is not a relative of a current officer or director, or of a person who was an officer or director of the issuer or a connected party of the issuer within two years prior to his appointment; : d) is not the auditor, nor has been employed by the auditor of an issuer nor the auditor of any : of the connected parties of the issuer within three years prior to his appointment; : e) has not been employed by the issuer or any of its connected parties within three years prior : to his appointment;

f)             is not an incorporator of the issuer or of a connected party of the issuer;

g)            is not a professional adviser of the issuer or of a connected party of the issuer;

h)            is not a supplier to the issuer or of a connected party of the issuer;

i)             is not indebted to the issuer or any of its affiliates.

 : “Issuer” means a person that has coins outstanding or issues, or proposes to issue or distribute, coins; : “Material change” means a change in the business, operations, assets or ownership of an issuer the disclosure of which would be likely to be considered important to a reasonable investor in making an investment decision and includes a decision to implement such a change made by the directors of the issuer; : “Material fact” means, if used in relation to the affairs of an issuer or its coins, a fact or a series of facts the disclosure of which would be likely to be considered important to a reasonable investor in making an investment decision; : “Proposed member of the Board” and “Proposed senior officer” means an individual that has been nominated or is being considered for nomination to the Board or an individual that been offered or is being considered for a position as a senior officer with the company. : “Senior officer” means: : a) the chairman or vice-chairman of the board of directors of an issuer, the managing director, : the chief executive officer, the deputy managing director, the president, the vice-president, the secretary, the treasurer, the chief financial officer, the financial controller, the general manager or the deputy general manager of an issuer or any other individual who performs functions for an issuer similar to those normally performed by an individual occupying any such office; and : b) each of the five highest paid employees of an issuer, including any individual referred to in paragraph (a); : “Unpublished price sensitive information, in relation to coins of a reporting issuer, means any material fact or material change that has not been generally published. : h) any approvals given by another Token/Coin Exchange to list Issuer’s coins. :

1. In consideration of its coins being admitted for listing on the Token/Coin Exchange in accordance with : the provisions of the FSP Act New Zealand, and the Rules of the Token/Coin Exchange (as amended from time to time), the Issuer hereby covenants with the Token/Coin Exchange and binds itself and its Board of Directors (hereinafter called “the Board”) as follows: : 1.1 To notify the Token/Coin Exchange in writing no later than five (5) days following the Board meeting at which a decision was taken, with respect to any of the following:

a)            issuance of coins and issuance of shares within the company;

b)            recommended or declared dividend payments;

c)            profit or loss declaration or announcements;

 d) change to interest and/or principal payments

e) rights or bonus issues, share buybacks or shares redemption;

f) acquisition or sale of assets; :

 g) significant changes in ownership or control; :

h) change in directors, senior officer or significant changes in management; :

i) changes in corporate structure, including but not limited to reorganization and amalgamation; :

j)             take-over bids;

k)            change in capital structure;

 l) material borrowings;

m) public or private sale of coins;

n) development of new products, and developments affecting the Issuer’s resources, : technology, products or market; :

o) any change in or proposed change to the principal business of the Issuer or the : Issuer’s : group; : p) application by the Issuer for or listing of its coins on another stock Token/Coin Exchange; :

q)            significant intercompany transactions ;

r)             any matter which may materially affect or affects the valuation of the Issuer’s coins;

s) changes in capital investment plans or corporate objectives.

t) with agreement to appendix 1.

 

1.2 To notify the Token/Coin Exchange in writing within five (5) days of the following: : a) receipt by the Board of a take-over bid; : b) the Board’s consideration of the possibility of a change in the Issuer’s near term : earning prospects; : c) the Issuer entering into or the loss of a material contract; : d) the Issuer entering into any contract with a member or proposed member of the Board : or a senior officer or proposed senior officer or with a party in which a member or proposed member of the Board, senior officer or proposed senior officer is a director : or senior officer or in which he has a material interest; : e) the Issuer initiating or becoming a party to a material litigation, arbitration or dispute : resolution; : f) the Issuer becoming aware of any major labour disputes or disputes with its : contractors or suppliers; : g) the Issuer becoming aware of or receiving information which is relevant to or may : enable the holders of its coins to appraise the position of the Issuer;

1.3 To ensure that at all times its Board of Directors consists of no fewer than three directors, : at least two of whom are not officers or employees of the company or any of its associates or subsidiaries. The Board must include at least two (2) independent non-executive Directors. :

1.4 To list all coins in a particular class of coins. :

1.5 To publish in at least one issue of a daily newspaper the information referred to in paragraphs 1.1 and 1.2 within five (5) working days of the Board meeting. :

1.6 To submit a prospectus that has been approved by the Trinidad and Tobago Coins and Token/Coin Exchange Commission to the Stock Token/Coin Exchange. :

1.7 To publish a copy of its prospectus on the IBITX Token/Coin Exchange website, at least 14 days before the : initial coin offering is open for subscription. Such publication may be effected by uploading the document to thewebsite and publishing a notice in at least one issue of a daily newspaper indicating that the prospectus is available on the IBITX website. The notice must also indicate where copies of the prospectus, and any documents referred to therein, are available for inspection by the public. The issuer may choose to publish its prospectus by other means. :

1.8 To publish in at least one issue of a daily newspaper the basis for the allotment of coins : in a prospectus or other offers and, if applicable, in respect of excess applications, such publication to appear no later than the business day immediately after the allotment letters or other relevant documents of title are posted. :

1.9 To notify the Token/Coin Exchange in writing not later than seven (7) business days before the record date of any decision of the Board which requires ex-condition dealing in a coin. :

1.10 To notify the Token/Coin Exchange in writing of all trades carried out by Directors, senior officers : and connected persons, within five (5) business days of such trade. The expression “connected person” has the meaning set out in the definitions section of this document. :

1.11 To send proxy forms which contain a provision for two-way voting on all resolutions : together with the notice of meeting, to convene a meeting of holders of coins entitled : to vote. :

1.12 To submit to the Token/Coin Exchange copies of the following:- : a) circulars, notices, reports, announcements or other documents to be sent to the : holders of its coins, either in advance of or simultaneously with their issuance : or publication; : b) resolutions of the shareholders which deal with special business. :

1.13 To submit to the Token/Coin Exchange two (2) hard copies and one (1) electronic copy of its : Quarterly Financial statements for the first three (3) quarters of the financial year within forty-five (45) days of the end of the period to which the statements relate : 4

1.14 To submit to the Token/Coin Exchange one (1) hard copy and (1) electronic copy of its Audited : Annual Financial Statements within ninety (90) days of the end of the period to which the statements relate :

1.15 To notify the Token/Coin Exchange in writing at least ten (10) days prior to the date for the : submission of the documents referred to in paragraphs 1.9 and 1.10 hereof, of any delay, advising of the circumstances and the probable extent of the delay. :

1.16 To submit to the Token/Coin Exchange a printed copy of its annual report and make a copy thereof : available on request to the holders of its coins within one-hundred-and-twenty (120) days of the end of its financial year. :

1.17 To submit simultaneously to the Token/Coin Exchange any information released or published by the : Issuer in a jurisdiction or market other than New Zealand; such information shall be submitted directly by the Issuer to the Token/Coin Exchange and not through any agency or third party. :

1.18 To ensure that any contract to be entered into by the Issuer, or any subsidiary of the : Issuer, with any Director, senior officer or proposed Director or senior officer of the Issuer or subsidiary of the Issuer which does not expire or can be terminated by the Issuer within ten (10) years of its date of commencement without the payment of any compensation or penalty by the Issuer (other than statutory compensation) shall not be made except with the approval of the holders of its coins in a general meeting. :

1.19 To make available for inspection at its registered office or transfer office during usual : business hours on any business day (Saturdays, Sundays and public holidays excluded) from the date of the notice convening the annual meeting until the date of the annual meeting and at the place of meeting for at least 15 minutes prior to the annual meeting, a memorandum containing a list of all contracts entered into by the Issuer, or any affiliate of the Issuer, with any Director, senior officer or proposed Director or senior officer of the Issuer excluding such contracts which shall expire or be determinable within one year (from the date of execution) by the Issuer without the payment of compensation or any penalty to any Director, proposed Director, senior officer or proposed senior officer of the Issuer or any of its subsidiaries. Such statements shall not include remuneration paid to Directors. :

1.20 To state in a note to the notice convening the annual meeting that copies or, as the case : may be, memoranda of all contracts referred to in paragraph 1.16 will be available for inspection or, if there are no such contracts, to state that fact. :

1.21 To circulate in its annual report a statement at the end of the financial year showing the : particulars with respect to any interest in shares in the Issuer or of an affiliate or associate which is vested in any director or senior officer of the Issuer, and the rights set forth of the coins issued.

1.22 Subject to the laws of the country where the coin is issued from and in the absence of circumstances which have : been agreed by the Board of the Token/Coin Exchange to be exceptional; to obtain the approval of the holders of its coins in a general meeting prior to issuing; : a)         Equity capital or capital having an equity element;

b)            Coins convertible into equity capital, or

c)            Options to subscribe for equity capital

 : 1.23 In the event of a circular being issued to the holders of any particular class of coin, to : issue a copy or summary of such circular to the holders of all other listed coins unless the contents of such circular are irrelevant to such other holders. : 1.24 To publish a press release in at least one issue of a daily newspaper of the listing of the Issuer’s coins on another Token/Coin Exchange within one (1) day of the listing. : 1.25 To allow for the transfer of coins without restrictions : 1.26 To appoint and retain a registrar and transfer agent or a sub-registrar in New Zealand. : 1.27 To appoint and retain an independent auditor to carry out the audit of its financial statements. : 1.28 To be bound by and observe all Rules of the Token/Coin Exchange, a copy of which the Issuer hereby : acknowledges receiving which apply to Listed Companies and all amendments and additions which may hereafter be made thereto. : 2. This Listing Agreement shall remain in force for such time as the Issuer’s coins are listed on : the Token/Coin Exchange, unless the Token/Coin Exchange and the Issuer enter into an agreement in respect of an amended or new agreement.

By Accepting These Terms this Document has been Digitally Signed  : On behalf of the IBITX Software Limtied & New Financial Markets Limited . The User. On behalf of Issuer.

Appendix 1:

Coin Listing Application Form

At  IBITX, we look to list cryptocurrencies with high community demand, innovative technology, or contribute to science or humanity in some way. Given the recent surge in the number of cryptocurrencies available for purchase, as well as the high demand for listing new cryptocurrencies on the exchange platform, we must limit ourselves to listing only a handful of cryptocurrencies per month.

 IBITX will not list cryptocurrencies where it's primary purpose is non-beneficial or used for illegal purposes.

 IBITX will not list cryptocurrencies that would be considered a security, such as cryptocurrencies that promise profits or represent shares of a company.

An additional compliance fee may be required to be listing, applicable when a cryptocurrency use case is extremely complex and requires significant research by  IBITX staff to determine it's suitability.

 IBITX reserves the right to list or not list any cryptocurrency that has applied.  IBITX will not communicate whether a cryptocurrency will be listed or not. Please do not make requests on the status of your application or when/if the cryptocurrency will be listed - this can be seen as market manipulation, and therefore we will not disclose this information.

Any false information will disqualify the coin from listing on our exchange.

 IBITX does not guarantee the listing of any cryptocurrencies, and all listing requests are subject to  IBITX investigation.

Must be  IBITX verified user.

Coin listing Compliance.

At  IBITX, we look for coins that have high community demand, innovations to digital currency technology, or a contribution to science or humanity. Given the demand for currency launches, we limit ourselves to only a handful a month.

Note that we cannot list currencies where its primary purpose is to support illegal gambling, illegal drug sales, or any other activity that is illegal in our jurisdiction. We also cannot list currencies that would be construed as a security such as digital currencies that promise/market profits or represent shares of a company. At our discretion, we may require an additional compliance fee for listing. This can happen in extraordinary cases where your coin’s use case is extremely complex and requires significant research by our staff to determine suitability.

IBITX Market Removal Policy

We look for coins that have high community demand, innovations to crypto-currency technology, or a contribution to science and humanity. We believe in aggressively taking chances on coins and letting the free market sort out which coins should thrive.

 IBITX reserves the right to keep or remove any market from its exchange.

 

Documents reviewed for the purpose of due diligence are disclosed within the User interface.

Companies or Users putting Currency on the platform and using this facility include new or rapidly growing ventures or currencies which are high risk and extremely speculative as the laws and validation of the currencies for having any value are unclear and one must assume they have no value and all of the investment could be lost. Investment in these types of Currencies is very speculative and carries high risks. You may lose your entire investment, and must be in a position to bear this risk without undue hardship. The law normally requires people who offer financial products to give information to investors before they invest. This requires those offering financial products to have disclosed information that is important for investors to make an informed decision. The usual rules do not apply to offers by Initial Currency Offerings using this facility. As a result, you may not receive a complete and balanced set of information. You will also have fewer other legal protections for this investment. Ask questions, read all information given carefully, and seek independent financial advice before committing yourself. All Investors must become an “advised” investor, be qualified, accredited, sophisticated, or every day investors, by filling out the application form. An Investor who accesses an Offer from outside New Zealand or who is not a New Zealand citizen (Overseas Investor) is solely responsible for ensuring their compliance with all laws of any country outside New Zealand relevant to them accessing such Offer and subsequently subscribing for any coins pursuant to that Offer. Any Overseas Investor should consult their professional advisers as to whether any governmental or other consents are required, or other formalities need to be observed, to enable them to access an Offer or to subscribe for currency pursuant to an Offer. A Company who accesses an Investor from outside New Zealand or who is not a New Zealand resident (Overseas Offeror) is solely responsible for ensuring their compliance with all laws of any country outside New Zealand relevant to them accessing such Investor and subsequently acceptance of subscribing for any currency or trading any currency pursuant to that Offer. Any Overseas Offeror should consult their professional advisers, lawyers, and regulator, as to whether any governmental or other consents are required, or other formalities need to be observed, to enable investors to access an Offer or to subscribe for coins or currency pursuant to an Offer within a Match bargain system. We do not accept clients from the USA, Canada, Australia, New Zealand, or we may have the right to reject your application based on the Country you are resident of at our own discretion. iBITX does not take responsibility for the legality of the individual being able to trade or the Initial Currency Offerings validity, it is only a software portal platform which matches willing offering parties with willing buying parties for virtual units of any product offered by the Offering party, who, as the offerer, is ultimately responsible for the goods delivered. IbitX is not responsible for any loss on the system, this is between the “company” and “investor” as a private transaction, or “Investor” to “investor” as the system is only a matching system for these private transactions. No advice is given by the system or the software, advice must be given by the financial service provider you have chosen.
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