This SHARE TRANSFER AGREEMENT (“Agreement”) is made on January 13th, 2022 between :
dProject Holdings LLC. (hereinafter referred to as “Buyer”), a limited liability company incorporated in the British Virgin Islands
Igor Lapov (hereinafter referred to as “Seller”), a citizen of the Czech Republic
In this Agreement, each of Buyer and Seller can be hereinafter individually referred to as a “Party” and collectively the “Parties” and includes that Party’s heirs, executors, administrators, successors, and permitted assigns.
[MK1] The Seller owns 1% of the Buyer’s shares, (hereinafter the “Shares”) which he acquired through a Sample Agreement for Future Equity.
In consideration of covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:
NOW THEREFORE, it is hereby agreed as follows:
1. Transfer of Shares:
The Seller agrees to sell to Buyer and Buyer (relying on the representations, warranties, undertakings and indemnities contained in
this Agreement) shall accept the transfer of Shares free from all
Encumbrances and no person has made
any claim to be entitled to any right over or affecting the Shares. . The Purchase Price of the Shares is $100,000 (one hundred thousand Unites States Dollars),provided that the conditions set forward in the “Conditions” (Article 2) in this Agreement are met.
If the conditions set forward in the “Conditions” (Article 2) in this Agreement are not met either:
a) before the 14th March 2022
b) before all of the 3 phases of private sale of fundraising for the BullBet cryptocurrency project are completed
(Whichever of these 2 events (1.a, 1.b) happens sooner),
then the Seller will sell to Buyer the Shares at a price of $50,000 (fifty thousand United States Dollars).
The Seller is obliged to perform the following actions:
- Provide Buyer with proof that Seller actively tried to fundraise for the 3 stages of private sale of the BullBet cryptocurrency project, by pitching the project to Venture Capitalists, Pooled Investment Groups and other Prospective Investor as set forward in the “Terminology” (Article 4) in this Agreement and in doing, the Seller should do their best to leave the best possible impression and convince any Prospective Investors to participate in the fundraise, all while maintaining honesty, integrity and legitimacy, without defrauding any Prospective Investors in any way or doing something similar which would damage the BullBet cryptocurrency project’s reputation or damaging the said project in any other way. Seller will not attempt to convince any Prospective Investor who is either a resident or citizen of any jurisdiction which will be blocked from participating in the 3 stages (as described in the “Subscription Schedule” section of the BullBet pitch deck) of the BullBet private sale, as will be communicated by Buyer’s representatives to Seller.
b) On a daily basis, provide Buyer with proof that Seller organized promoters, including but not limited to, influencers and cryptocurrency enthusiasts to promote BullBet on social media such as https://t.me and https://t.me, https://reddit.com, https://discord.com, https://youtube.com and any other social media which could be beneficial for the project’s success in any way, as instructed by the Seller through private messages between Buyer’s representatives and Seller across any of the aforementioned social media. The promoters should promote BullBet in a grassroots, organic, “guerrila marketing” fashion, which is commonly referred to as “hyping” and “shilling” among cryptocurrency enthusiasts, although it does not necessarily have to include persuading anyone to buy BullBet (BBET) cryptocurrency tokens. Promoters organized by Seller will not attempt to convince any Prospective Investor who is either a resident or citizen of any jurisdiction which will be blocked from participating in the 3 stages of the BullBet private sale, as will be communicated by Buyer’s representatives to Seller.
c) Seller and the promoters organized by Seller will promote and populate BullBet’s social media and express public support (sometimes referred as “hyping” or “supporting” among cryptocurrency enthusiasts) for BullBet’s social media.
The consideration for the transfer of the Shares shall be the payment of the Purchase Price on Completion by Buyer to Seller by making a cryptocurrency transfer in either aUSDT-ERC20 or USDC stablecoins to Seller’s cryptocurrency wallet address:
Venture Capitalist: a cryptocurrency investor or enthusiast with considerable net worth or reputation who invests in cryptocurrency presales, private sales, or startups, along or by operating a company for doing so, alone or with partners.
Pooled Group: A group of cryptocurrency investors that invest together in cryptocurrency presales, private sales, and/or token sales of any kind, usually by following the group’s managers’ or other staff’s instructions
Prospective Investor: any person who might want to participate in any of the 3 stages of BullBet’s private sale or BullBet’s IDO, IEO, or ICO
5: Representations and Warranties:
- warrants and represents to the Buyer (for itself and as trustee for its successors in title)that each of the Warranties is true and accurate in all respects and not misleading in any respect;
- acknowledges that the Buyer has entered into this Agreement in reliance on, among other things, the Warranties
- The execution and performance of this Agreement shall not violate any law, contract or other legal documents that has binding force or influence on Parties; and
- Seller has the complete, valid and full title to the Shares transferred to Buyer under this Agreement. Such title is free of any mortgage, other security interest, third party interest or encumbrance
- The Seller shall indemnify the Buyer and keep it indemnified against all claims, damages,losses, outgoings and liabilities whatsoever which may arise out of any breach of the Warranties, together with all costs, charges, interest, penalties and expenses relating thereto.
[MK3] Warranties separate
Each of the paragraphs in the Schedule:
- shall be construed as a separate and independent warranty and representation; and
- unless expressly provided in this Agreement, shall not be limited by reference to another paragraph of the Schedule or by any other provision of this Agreement and the Buyer shall have a separate claim and right of action in respect of every breach of a Warranty.
The Warranties shall not in any respect be extinguished or affected by Completion.
A copy of the BullBet cryptocurrency project’s Pitch Deck will be sent by Buyer’s representatives to Seller.
Completion shall take place after the signing of this Agreement or before ___________date.
- COMPLETION OBLIGATIONS
At Completion, the Seller shall deliver to or to the order of the Buyer or at such time as
the name change is effected:
- a duly executed instrument of transfer in respect of the Transfer Shares completed in
favor of the Buyer (or as it may direct);
- all share certificates in respect of the Transfer Shares;
- all powers of attorney or other authorities (if any) under which the instrument of transfer
in relation to the Transfer Shares have been executed, together with such other
documents as may be required to give a good title to the Transfer Shares and to enable
the Buyer or its nominees to become the registered holder of them; and
- such other documents as the Buyer may reasonably request.
At Completion, the Buyer shall or at such time as the name change is effected:
- pay the Seller the Purchase Price; and
- deliver to the Seller a duly executed instrument of transfer in respect of the Transfer
All non-public, confidential or proprietary information of Buyer, disclosed by Buyer to Seller, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Buyer in writing. Upon’s Buyer request, Seller shall promptly return all documents and other confidential materials received from Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Seller at the time of disclosure, or (c) rightfully obtained by Seller on a non-confidential basis from a third party. In addition, this Agreement is confidential and cannot be divulged to third parties, unless as provided by law, without the written consent of Buyer.
Neither Party shall transfer or assign this Agreement without the other Party’s consent which consent shall not be unreasonably withheld or delayed.
- FORCE MAJEURE
For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies. A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered a breach of this Agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this Agreement.
- Either Party may terminate this Agreement, at any time upon giving the other Party no less than ________notice in writing. If a Party wishes to terminate the contract with less than this stated period, the other Party reserves the right to charge costs that they have already paid in advance or incurred.
- The termination of this Agreement shall not discharge the liabilities accumulated by either Party.
- Any Clauses intended by the Parties or this Agreement to survive the termination of this Agreement shall survive the termination of this Agreement by whatever cause.
- DISPUTE RESOLUTION
Parties agree to settle disputes under this Agreement through (select one)
☐Negotiation ☐Mediation ☐Arbitration ☐Litigation
- FURTHER ASSURANCES
The Parties hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.
Except as provided in this Agreement, each of the parties to this Agreement shall pay its own respective legal and other costs and expenses in connection with the negotiation, preparation, execution and performance by it of this Agreement and all ancillary documents.
- GENERAL PROVISIONS
- This Agreement may be amended only by the written consent of the Parties hereto.
- If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
- This Agreement constitutes the entire agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this Agreement. The parties will exercise utmost good faith in this Agreement.
- Except where otherwise provided, failure by either Party to enforce any of these terms or conditions shall not be a waiver of their right to enforce them. A waiver by one Party of any right or benefit provided in this Agreement does not infer or permit a further waiver of that right or benefit, nor does it infer or permit a waiver of any other right or benefit provided in this Agreement.
- This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which constitute the same instrument.
- The Article and Section headings in this Agreement are for convenience, and they form in no part of this Agreement and shall not affect its interpretation.
- Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular.
- Any references herein to the masculine gender or the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
- This Agreement shall be governed in all respects by the laws of the British Virgin Islands and its Courts without regard to its conflict of law provisions.
- Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery at the following addresses (including email) or such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.
IN WITNESS WHEREOF, each of the Parties has executed this Agreement, as set forth below.
|Signed by the duly authorized representative of the BUYER Signature: Name: Designation: Date:||Signed by the SELLER Signature: Name: Date:|
[MK1]This has already been stated above.
[MK2]This has been provided below by stating all Parties must sign any amendments.
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