Overview of the Tokenize.it Standard Contracts

 

To the extent permitted by applicable law, Tokenize.it assumes no liability or warranty regarding the content of this overview (see disclaimer in the Company Terms & Conditions, section 9).

The explanations below refer to the German version of the template agreements. The Austrian version contains certain minor content adjustments reflecting applicable Austrian law.

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Investment Overview and Public Reward (“Auslobung”)

A summary of the rights an investor or stakeholder receives by acquiring virtual shares (“tokens”).

Link to the template document (login on app.tokenize.it required)

Summary of contents

• Short list of rights (exit participation, participation in profit distributions, liquidation proceeds, limited information rights, and put option)

• Addresses of the blockchain smart contracts that represent your tokens

• Your company’s public promise (“Auslobung”) to grant the above rights to the relevant token holders independently of the investment agreement

• General Investment Terms

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General Investment Terms (the “fine print”)

The detailed rules governing an investment in your company via virtual shares (“tokens”).

Link to the template document (login on app.tokenize.it required)

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Part I – Investor Rights

1. Investor Rights

What rights do investors receive?

Investors receive participation rights (“Genussrechte” / Participation Rights) that grant them economic benefits. The key rights are:

• Profit participation: Investors are entitled to a share of the company’s profits if a distribution is resolved.

• Participation in liquidation proceeds: If your company is liquidated, investors receive a share of remaining assets.

• Information right: Investors can request access to the annual financial statements.

• Exit right: If the company is sold or listed, investors can return their participation rights and receive a payout.

• Put option: Investors may sell their participation rights back to the company at regular intervals (typically quarterly).

Rights are tied to tokens

Investor rights are represented by tokens—only token holders can exercise these rights. If an investor sells or transfers their tokens, the rights automatically transfer to the new holder.

Rights may be restricted or revoked (only in specific cases)

Your company may change or revoke investor rights only in certain situations, e.g.:

• After 29 years and 11 months, or

• 3 years after an exit, or

• If required by a court decision or regulatory/legal reason.

No shareholder rights

Important: Investors receive no voting rights and no governance rights. They are not shareholders; they hold economic participation rights only.

NOTE (What this means for you as a founder):

• Investors are economically incentivized (profits, liquidation proceeds).

• Your company retains flexibility to adjust/revoke rights under limited conditions.

• You do not give up control: no voting rights for investors.

• Token-based rights simplify investor management: selling tokens means losing the rights.

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2. Granting of Participation Rights (“Genussrechte”)

How do investors receive participation rights?

Participation rights are granted based on:

• The invested amount (for initial investors), or

• The number of tokens held (for later investors).

Participation rights are not certificated

There are no certificates or physical documents. Investors have no right to a certificate.

No pre-emptive rights for shareholders

Your shareholders do not have preferential rights to receive participation rights.

NOTE (What this means for you as a founder):

• Flexible allocation: rights can be granted based on investment or token holdings.

• Less admin effort: no securitization/certificates needed.

• No preferential rights for existing shareholders.

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3. Right to Profit Participation

Investors receive profit participation

Holders of participation rights are entitled to a variable profit participation, ranking pari passu (economically) with shareholders. A fixed formula ensures investors are treated economically as if they were shareholders.

Calculation of profit participation

The amount depends on:

• The number of participation rights (tokens) held

• The company’s total capital base (incl. share capital, options, and other participation rights)

• The distributable profit amount, minus any dividend preference rights (if applicable)

Profit distributions are not guaranteed

The shareholders’ meeting decides whether to distribute profits. If no distribution is resolved, no profit participation is paid. Retained earnings may be distributed later in the order in which they arose.

Payment timing

Profit participation becomes due after the financial year ends and after a formal shareholders’ resolution. Payment is made within 10 banking days after the resolution.

Who receives the profit participation?

Whoever holds the tokens at the time the profit appropriation decision is made receives the payout. If a token is sold after year-end but before the decision, the right transfers to the new holder.

Taxes and deductions

All profit participation payments are made net of applicable taxes/withholdings.

NOTE (What this means for you as a founder):

• Investors benefit only if profits are distributed—you can retain profits in the company.

• Flexible distribution: only paid if shareholders approve.

• Token ownership determines who receives the payout.

• Administration stays simple via formula and clear deadlines.

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4. Right to Participation in Liquidation Proceeds

Investors are entitled to liquidation proceeds

If your company is dissolved/liquidated, investors receive a share of remaining assets after all liabilities have been settled.

Pari passu with shareholders

Participation rights rank on the same level as shareholders for distribution of liquidation proceeds. Hidden reserves (e.g., unrecorded assets) may also be shared proportionally.

Who receives the payout?

Whoever holds the tokens at the time of the liquidation distribution receives the payout. If tokens are sold before liquidation, the right transfers to the new holder.

No guarantee of payout

If no assets remain after settling debts, investors receive nothing; there is no minimum payout guarantee.

NOTE (What this means for you as a founder):

• Investors get paid only if assets remain—investors bear economic risk.

• Token ownership determines entitlement at the distribution date.

• No investor priority over shareholders; creditors come first.

• Debts must be paid before any investor payout.

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5. Information Right

Investors are entitled to receive a copy of your company’s annual financial statements.

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6. Exit Right

Investors may sell back their participation rights upon an exit

If your company completes an exit (sale, merger, or IPO), investors may return their participation rights to the company and receive a payout according to the exit payout formula.

When does an “exit” occur?

An exit includes:

• Sale of more than 50% of the company’s shares (share deal)

• Sale of more than 50% of the company’s assets (asset deal)

• Merger/reorganization where existing shareholders hold less than 50% of the new entity

• IPO, directly or via a holding structure

Exit payout calculation

Based on a fixed formula considering:

• Number of participation rights (tokens)

• Company value at exit (purchase price or valuation basis)

• Allocation of proceeds between shareholders and investors

Even if more than 50% but less than 100% of the company is sold/merged, investors receive their full exit payout—provided they return all of their tokens.

Deadline for returning tokens

Investors must return their tokens to the company wallet address within three years after the exit. If they do not, the company may demand them without consideration or burn them.

When is the exit payout paid?

The payout is made no earlier than seven months after the exit and only after the tokens have been returned.

NOTE (What this means for you as a founder):

• Investors must return tokens to exercise exit rights.

• Exit is clearly defined—claims only arise under specific conditions.

• You keep control over payout timing because token return is required.

• If investors do not return tokens, you can burn them and remove the payment obligation.

• Investors receive full exit payout even if only a majority (not 100%) is sold—if they return all tokens.

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7. Put Option

Investors may sell participation rights back to the company

Investors can sell their participation rights (tokens) back to the company on a quarterly basis. The company must repurchase them if the put option conditions are met.

How and when can the put option be exercised?

In the template example, the put option can be exercised quarterly at quarter-end (March 31, June 30, September 30, December 31). The investor must:

• Send an exercise notice in text form within one week after the relevant date, and

• Transfer the tokens to the company wallet within three months thereafter.

Some companies choose annual exercise windows and/or require a minimum number of tokens to reduce administrative burden.

How is the repurchase price determined?

The put price equals the current market value of the tokens, based on:

• Recent transactions in company shares or tokens (if any)

• Share price, if the company is a listed AG

• Independent valuation if no market price exists

Investor may revoke exercise

After the company communicates the repurchase price, the investor has one month to revoke. If revoked, tokens are returned and no sale occurs.

Special case: company becomes a public limited company (AG)

If the company converts into an AG, it may offer shares instead of cash. If the investor accepts, they must contribute the purchase price claim as a contribution in kind.

Special case: company may offer actual shares (“Share Offer”)

If the company remains a GmbH or is not yet an AG, it may offer newly created GmbH shares instead of cash payment.

No claim to payment if the offer is not accepted

If the investor does not properly accept the Share Offer or Stock Offer, no put purchase contract arises and no cash payment is owed—even if the put option was initially exercised.

Pooling obligations

If the investor accepts the share/stock offer, the company may require the investor to:

• Join an existing shareholder agreement,

• Contribute their shares into a pooling vehicle or join an existing pool, and/or

• Grant a notarized power of attorney for exit transactions.

Minimum: whole tokens only

The put option can only be exercised if at least one whole token is returned. Fractional tokens cannot be returned.

NOTE (What this means for you as a founder):

• Regular liquidity option for investors—you must be prepared to repurchase periodically.

• Market-value pricing aligns the repurchase price with company value.

• Flexibility: you may offer shares instead of cash.

• No cash claim arises if the investor does not accept the share/stock offer correctly.

• Pooling may be required if investors receive equity.

• No fractional token repurchases—simplifies administration.

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8. Tokenization of Investor Rights

To facilitate transferability, investor rights are represented by a token such that only the token holder can be the holder of investor rights.

9. Exercising Investor Rights

The exercise of investor rights is governed by Part IV of the General Investment Terms.

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Part II – Public Promise (“Auslobung”)

1. Public Promise and Revocation

Binding public promise

The company makes a binding public promise pursuant to § 657 German Civil Code (BGB) to grant every token holder the investor rights described in the General Investment Terms—provided the investor has not already received the same rights under an investment agreement.

Revocation only under specific conditions

The company cannot freely revoke the public promise. Revocation is permitted only:

• After 29 years and 11 months from the first publication, or

• 3 years after an exit, or

• If there are mandatory legal reasons (e.g., court order or regulatory requirements).

Consequences of revocation

If revoked, token holders must return their tokens to the company wallet within three years. If they do not, the company may burn the tokens.

Compensation after late revocation

If the promise is revoked after 29 years and 11 months, the company must pay compensation equal to the market value of the participation rights. If tokens are not returned within the three-year period, the compensation claim lapses.

If the company becomes an AG

The company may issue shares instead of paying compensation. If accepted, the investor must contribute the compensation claim as a capital contribution.

NOTE (What this means for you as a founder):

• Long-term commitment: the public promise cannot be revoked freely.

• Clear exit routes: revocation only after ~30 years or 3 years post-exit.

• If you revoke, you must compensate (or issue shares) and take tokens back (or burn them).

• No perpetual payment obligation if tokens aren’t returned—you can burn them.

• Share-based settlement is possible upon AG conversion.

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2. “Auslobung” Act and Granting of Rights

Rights require an active “Auslobung” act

Investor rights described in Part I are granted only if the token holder (or the claimant for profit participation/liquidation proceeds) performs the required “Auslobung” act. The conditions are defined in the “Investment Overview and Public Promise” document.

Requirements by right

• Profit participation & liquidation proceeds: token holder must have acquired/received tokens (for consideration or free). At the time the claim arises, the investor must still hold the token.

• Information right: token holder must continuously retain the tokens to exercise this right.

Automatic granting after the “Auslobung” act

Once the investor performs the required act, the rights are granted automatically without further company action.

Conditions for granting/transfer of rights

Rights are granted only if:

• The underlying investment agreement has not been revoked or terminated,

• There is no legal reason for extraordinary termination (§ 314 BGB),

• The “Auslobung” act is performed in due time.

Legal nature

Investor rights are contractual claims and do not grant shareholder rights (voting/attendance). If tokens are transferred to third parties, investor rights of the original holder cease.

NOTE (What this means for you as a founder):

• Investors must actively act to obtain rights—not automatic by mere token possession (depending on the right).

• Only tokens held at the relevant time qualify for distributions/info.

• No additional company consent is required once conditions are met.

• Selling tokens ends the original holder’s rights—simplifies administration.

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3. Exercising Investor Rights

Reminder: the exercise of investor rights is governed by Part IV of the General Investment Terms.

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Part III – Further Provisions on Investor Rights

1. Legal Nature of Participation Rights (“Genussrechte”)

Participation rights create only contractual claims against the company. They are not shareholder rights; holders have financial rights only, not governance rights.

• No voting rights or participation in shareholder meetings

• No pre-emptive rights in capital increases

• No partnership relationship (no silent partnership under § 230 HGB)

• Subordination in insolvency: claims rank behind other liabilities; investors are satisfied only after other creditors

NOTE (What this means for you as a founder):

• Investors do not control the company—no voting, no governance.

• Participation rights are economic instruments, not equity.

• In insolvency, investors rank behind other creditors.

• Capital increases do not create pre-emptive rights for investors.

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2. Qualified Subordination (“Qualifizierter Rangrücktritt”)

Investor claims are subordinated in rank behind all present and future liabilities of the company—especially claims related to profit participation, liquidation proceeds, and exit payments.

The company may satisfy investor claims only if doing so does not create an insolvency risk. If illiquidity (§ 17 InsO) or over-indebtedness (§ 19 InsO) threatens, no payments may be made to investors.

Investors bear a total-loss risk: if funds are used to satisfy other creditors, investor claims may be lost.

This does not constitute a full waiver; if the company later becomes able to pay (free assets), investor claims must be satisfied.

NOTE (What this means for you as a founder):

• Investors rank last in insolvency—protecting other creditors and your financial flexibility.

• No payment obligations if payments would trigger insolvency.

• Clear allocation rules—investors cannot force preferential payments.

• Investors bear the full risk of loss if the company fails.

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3. Payments by the Company

The company determines payment amounts based on the General Investment Terms and provides the calculation method upon request.

If disputes arise, a certified auditor/audit firm acts as an expert arbitrator (Schiedsgutachter). The auditor is appointed by the Institute of Public Auditors in Germany (IDW) in Düsseldorf upon application by a party.

The expert determination is binding unless based on obviously incorrect facts or is manifestly incorrect. The auditor also decides cost allocation under German civil procedure rules (§§ 91, 92 ZPO).

No appointment if the auditor/audit firm has served as statutory auditor for the company (or group entities) in the last two financial years or the current year.

NOTE (What this means for you as a founder):

• You control the calculation; investors cannot enforce their own numbers easily.

• Disputes are handled by a neutral expert instead of direct negotiation.

• Decision is binding except in clear error cases.

• Independence is ensured by conflict-of-interest restrictions.

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4. Issuing Additional Participation Rights / No Anti-Dilution Protection

Already issued participation rights remain unaffected (as far as legally permissible) by mergers, reorganizations, or share sales.

The company may issue additional participation rights at any time on identical or different terms. Investors have no pre-emptive rights and no preferential treatment.

There is no anti-dilution protection. The company may:

• Issue new shares (incl. preferred shares)

• Grant convertibles/options

• Issue new participation rights or virtual instruments

Investors accept possible economic dilution with no compensation.

Market-standard liquidation preferences for new investors are permitted (e.g., up to 1.5x invested amount at exit, or invested amount plus up to 10% interest).

Non-market special rights may require investor approval (>50% of votes cast). If no investors vote, approval is deemed granted (passive consent via token voting).

Employee instruments may be introduced without investor consent (including discounted/free grants).

NOTE (What this means for you as a founder):

• You can issue new instruments without prioritizing existing investors.

• Investors have no dilution protection.

• Preferred rights are possible if market-standard.

• Employee participation stays flexible (discounted/free grants possible).

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5. No Repayment Claim

The investor has no right to repayment of the investment amount, including upon termination of the investment agreement (end of term or termination).

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Part IV – Exercise of Investor Rights

1. Exercise Acts

Investor rights may be exercised only if the investor performs the contractual “exercise acts” (e.g., for profit participation, information rights, exit right, and put option).

Technical execution (examples)

To claim profit participation or liquidation proceeds, the investor must:

• Hold the tokens when the claim arises

• Sign a transaction with their private key to prove token ownership at that time

• Redeem the claim via a smart contract system that executes the payout

Exit right

To claim the exit right, the investor must:

• Transfer all tokens to a company-designated wallet address

• Prove token ownership at the relevant time

Put option

To exercise the put option, the investor must:

• Submit a notice within one week after a put date

• Transfer at least one whole token to the company wallet within three months

Conditions for exercising rights

Investors may exercise rights only if:

• AML requirements are fulfilled

• No legal restrictions prevent a business relationship

• The full investment amount has been received by the company

• All additional platform/contract requirements are met

Company right to refuse and burn

If there is justified suspicion that exercise requirements are not met, the company may refuse performance and burn the relevant tokens.

NOTE (What this means for you as a founder):

• Investors must actively claim rights—no automatic payments.

• Blockchain proof: ownership and private-key signatures ensure eligibility.

• You retain control: you can refuse if eligibility is doubtful.

• Burning is a safeguard against non-compliance.

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2. Exercise Preconditions

Investors may assert rights (e.g., profit participation, exit right, put option) only if all prerequisites are met, including:

• Compliance with AML rules (Part V, section 7)

• No legal prohibition on the business relationship

• Full payment under the investment agreement

• Any additional requirements defined on tokenize.it or in the terms

If there is justified suspicion of non-compliance, the company may refuse performance and burn tokens (Part V, section 3).

NOTE (What this means for you as a founder):

• Compliance first: legal requirements must be met before payouts.

• Payment evidence is required.

• You can refuse if conditions are not met.

• Burning provides an enforcement mechanism.

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Part V – Further General Provisions

1. Further Company Obligations (Disclosure of Key Events)

The company must publish certain material events promptly on tokenize.it, including:

• Opening of insolvency proceedings

• Completion of an exit (timing, type, buyer, merger parties)

• Resolution/order of voluntary or forced liquidation/dissolution/winding-up

NOTE (What this means for you as a founder):

• Transparency duty for insolvency, exit, or liquidation—material events must be published.

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2. Wallet

Investors must have a blockchain-compatible wallet to conclude an investment agreement and receive tokens.

If investors do not have their own wallet, they may receive a free virtual “self-custody” wallet on the Tokenize.it platform.

Wallet requirements:

• Stores private keys enabling investors to control tokens

• Not provided/managed by the company; responsibility remains with investor

• Company has no access to private keys and cannot dispose of investor tokens (except burning)

No liability for wallet losses: the company is not responsible for functionality, security, or token loss due to investor wallet errors.

NOTE (What this means for you as a founder):

• Investors are responsible for their wallets—reduces your operational/technical risk.

• No direct access to investor tokens—helps avoid legal/operational issues.

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3. Burning

When can the company burn tokens?

The company may burn tokens if:

• Investor fails to return tokens when obliged (e.g., after revocation/termination)

• Investor fails to return tokens after revocation of the public promise (Part II, 1.3)

• There is justified suspicion that exercise requirements are not met

How does burning work?

The company may:

• Burn tokens itself, or

• Require the investor to destroy tokens

Deadline after revocation

If the investor must return tokens after revocation, return must occur no later than three years after the end of the revocation year. If not returned, the company may burn tokens.

NOTE (What this means for you as a founder):

• Protection against non-cooperative investors.

• Clear deadlines enable clean system administration.

• Maintains integrity by preventing illegitimate benefits.

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4. Notes on Tokens

Investors are responsible for the secure use of tokens after transfer. The company recommends investors educate themselves about transfers and wallet security.

No company liability for investor transfer errors, such as:

• Wrong wallet address

• Loss/theft of token from investor wallet

Legal use is the investor’s responsibility. The company provides no advice or guarantee on legal/tax/regulatory treatment.

No guarantee of tradability or market value. Tokens may be tradable via tokenize.it, but finding a buyer is not guaranteed. No responsibility for regulated/unregulated market tradability or third-party valuations.

Blockchain is operated by third parties. The company has no control over blockchain functionality and is not liable for blockchain disruptions.

NOTE (What this means for you as a founder):

• Investors bear full responsibility for token custody and security.

• No liability for lost/misdirected transfers.

• No obligation to ensure secondary market liquidity.

• No liability for blockchain technical issues outside your control.

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5. Risk Disclosures

High risk of capital loss: investments in private companies via Tokenize.it may result in partial or total loss. Investment value may fluctuate; no guarantee of return of principal. Past performance is not indicative of future results.

Participation-right investments are complex and speculative and not suitable for all investors; intended for risk-tolerant private and institutional investors with relevant experience.

Investors who cannot afford to lose their investment should not invest.

No investment advice: Tokenize.it does not provide investment, legal, or tax advice and makes no investment recommendations. Communications are not to be understood as recommendations to buy securities.

Limited liquidity: there is only a limited market for private-company participation rights; resale may be difficult.

Tax uncertainty: distributions are taxable; capital gains may be taxable. Tax authorities may take different views; investors must assess their personal tax consequences.

NOTE (What this means for you as a founder):

• Communicate risks transparently to potential investors.

• You should not provide investment/legal/tax advice; encourage independent review.

• Investors may face illiquidity, affecting expectations.

• Tax treatment may vary; investors should obtain tax advice.

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6. Taxes

Investors bear all taxes/charges (including withholding tax, wage tax, social security contributions, church tax) related to:

• Acquisition, holding, transfer, or exercise of investor rights

• Conclusion/transfer of the investment agreement

• Receipt/transfer of tokens

• Put option and exit right exercise

• Reward or exercise acts

Where legally required, the company may withhold taxes and remit them to authorities and may have reporting obligations.

No tax advice or liability: the company provides no guarantees on tax treatment. Investors must assess tax effects. Investors must indemnify the company if the company incurs tax costs/obligations on the investor’s behalf.

NOTE (What this means for you as a founder):

• You are not responsible for investors’ taxes.

• Withholding may be required by law.

• No tax advisory duty—investors must clarify themselves.

• Investors may need to indemnify the company for tax liabilities.

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7. Anti-Money Laundering and Counter-Terrorist Financing

Investors must not use tokens for money laundering, terrorism financing, or other illegal activities. Prohibited conduct includes (among others):

• Corruption

• Unfair competition

• Human rights violations

• Discrimination (gender, ethnicity, religion, age, sexual orientation)

• Forced or child labor

Funds must come from legal sources. No payments may derive from criminal/illegal activities; token transfers must not support illegal activity.

Investors must not be sanctioned. At contract conclusion and during exercise, investors must not be on sanctions lists, including:

• UN

• USA (OFAC)

• EU

• Switzerland or other national lists

Investors must not act for sanctioned persons/entities or pass assets to them. If an investor owns >25% of a company, that company must also not be sanctioned.

Investors must report compliance issues if they become involved in investigations; token transactions must be suspended until clarified.

NOTE (What this means for you as a founder):

• Protects against illegal activity via token usage.

• Sanctions/KYC checks are important (e.g., enable KYC on Tokenize.it).

• Investors have notification duties in case of investigations.

• Suspicious activity can require transaction suspension.

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8. Dispute Resolution

If an investor is a consumer under § 13 BGB, the company must inform them about the EU Online Dispute Resolution (ODR) platform.

The company does not participate in consumer arbitration bodies unless required.

German law applies; CISG is excluded. If the investor is a merchant under the German Commercial Code (HGB) or a legal entity, the venue is the company’s registered office.

For disputes about payment amounts, an auditor/audit firm acts as expert arbitrator (Schiedsgutachter) appointed by IDW Düsseldorf. The expert determination is binding unless obviously incorrect; cost allocation follows ZPO §§ 91, 92.

NOTE (What this means for you as a founder):

• Consumer transparency obligations may apply (ODR notice).

• No obligation to participate in consumer arbitration bodies.

• Clear governing law/venue for business investors.

• Payment disputes are handled by a neutral expert.

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9. Miscellaneous

• German law applies; CISG excluded; venue is company seat for business investors.

• Investment agreement terms prevail if there is a conflict with the General Investment Terms.

• Investor’s own terms and conditions do not apply.

• Severability: invalid provisions do not invalidate the remainder; economically equivalent replacement applies; § 139 BGB excluded.

• If clauses are invalid as AGB, statutory law applies (§ 306(2) BGB); otherwise closest economic alternative applies.

• German and English versions exist; English is non-binding translation—German prevails in case of doubt.

NOTE (What this means for you as a founder):

• Clear legal framework and venue (for business investors).

• Priority of the investment agreement where inconsistent.

• No “foreign” investor terms sneaking in.

• Contract remains effective despite invalid clauses.

• German version is authoritative.

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Part VI – Definitions

(Definitions section as per the template agreement.)

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Terms for the Investment Agreement (“Purchase Agreement”)

Also called “Purchase Agreement”: a short agreement between your company and the investor governing the acquisition of virtual shares (“tokens”) from your company, referencing the General Investment Terms.

Link to the template document (login on app.tokenize.it required)

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Formation of the Investment Agreement

Publication of the investment opportunity

Your company publishes information about an investment opportunity on the tokenize.it platform. This includes how investors can acquire participation rights tied to tokens. This is not a legally binding offer, but an invitation to submit an offer.

Investor submits a binding offer

An investor submits a binding offer by clicking a button on the platform confirming investment intent. The requested participation rights and tokens are reserved for the investor while the offer remains valid.

Acceptance (contract conclusion)

Your company must actively accept the investor’s offer for the investment agreement to be concluded. Acceptance occurs when:

• Tokens are transferred to the investor’s wallet, or

• Your company sends a confirmation by email/text (only if the investor pays on time).

Transfer of tokens

After payment, your company transfers tokens to the investor wallet address provided on tokenize.it.

Right to reject offers

• Private fundraise: before final conclusion, your company may reject any investor offer and remove the opportunity at any time.

• Public fundraise: a securities institution performs KYC/AML and suitability checks; after success, the offer is accepted automatically. The platform currently does not support an additional manual founder check.

NOTE (What this means for you as a founder):

• You retain control: investors make offers; you decide whether to accept (private fundraise).

• No automatic contracts until acceptance.

• Token transfer is the key confirmation of completion.

• Clear payment rules: if the investor doesn’t pay, the offer lapses.

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Payment of the Investment Amount

What does the investment amount include?

The investor pays the nominal amount of the participation right (e.g., EUR 1 per participation right) plus a surcharge based on the market value of a company share.

Payment deadline

The investor must pay within 2 banking days after submitting the offer. Payment is made to an account specified by your company (bank account or wallet). The decisive factor is when funds are received, not when the transfer is initiated.

Permitted currencies

Default is EUR. Your company may allow payment in ETH, USDC, EUROC, EURe, or other cryptocurrencies. If crypto is accepted, the prior day’s closing rate from coinmarketcap.com (alternatively coindesk.com or forbes.com) is used for conversion.

No obligation to accept crypto

Your company is not required to accept crypto even if generally permitted.

NOTE (What this means for you as a founder):

• Clear deadline: 2 days—if money isn’t received, the offer lapses.

• You choose payment methods.

• Crypto conversion is based on a defined reference rate.

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Transfer of Participation Rights and the Investment Agreement

Participation rights and investor rights may be sold/transferred only if the acquirer agrees to the investment terms and assumes the investment agreement.

In practice, founders may enable an allowlist (blocking transfers to certain third parties) and/or define a lock-up (blocking transfers for a certain period), especially in private fundraises.

Partial transfers are possible (e.g., a number of tokens). The original agreement remains in place for the non-transferred part.

Participation rights and tokens must not be sold separately. Tokens may not simply be sold on a marketplace/exchange unless assumption of the associated agreement is ensured at the same time.

The investor must provide all relevant investment documents to the buyer (investment overview, terms, investment agreement). If processed via tokenize.it, transfer is deemed legally valid unless proven otherwise.

Your company may block transfers; attempts to transfer without assumption/consent are legally invalid.

NOTE (What this means for you as a founder):

• You can control transfers (allowlist/lock-up).

• No token sale without the underlying rights/contract assumption.

• Partial transfers are possible but rule-based.

• Protects against unwanted investors (private fundraise).

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Investor Rights After Transfer of the Investment Agreement

All investor rights transfer fully to the new holder when the agreement is transferred (profit participation, liquidation proceeds, information rights). The original investor retains no rights.

Exception: if a profit participation or liquidation claim has already arisen, the original investor retains that specific claim; new claims after transfer belong solely to the new holder.

NOTE (What this means for you as a founder):

• Rights follow the contract holder automatically.

• No double claims: already accrued claims stay with the original holder.

• Clear legal position for the new investor.

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Term and Termination

The investment agreement has an indefinite term.

Ordinary termination is possible only after 29 years and 11 months. Thereafter, both company and investor may terminate with one year’s notice to the end of a financial year. If the company terminates, it must inform all affected investors.

Upon ordinary termination, the investor is entitled to compensation equal to the market value of their participation rights (unless agreed otherwise). The investor may also require the company to buy the participation rights—within three years after termination (unless agreed otherwise).

If the company becomes an AG, it may settle compensation in cash or via a share offer; if shares are offered, the investor must accept within three years or waive compensation.

Extraordinary termination is possible for “good cause,” e.g.:

• liquidation of the company (unless transferred into an affiliated entity)

• opening of insolvency proceedings

NOTE (What this means for you as a founder):

• Long-term investor commitment: ordinary termination only after ~30 years.

• Compensation may become due upon termination.

• AG conversion allows settlement via shares.

• Early termination is limited to narrow exceptional cases.

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Restrictions on Token Transferability / Notes

Tokens may be issued only once certain conditions are met (legal or technical).

KYC/identity verification may be required; if an investor fails, they may not receive tokens.

Investors must provide a valid compatible wallet address; incorrect addresses prevent token transfer.

Legal/regulatory changes may affect token use/transferability; tokens do not grant shareholder rights—only economic participation rights.

NOTE (What this means for you as a founder):

• You can control token issuance via KYC requirements.

• Technical safety: investors must provide correct wallet addresses.

• Legal flexibility: you can inform investors if laws affect rights/usage.

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Additional Template Agreements

Allocation Agreement (“Zuteilungsvereinbarung”)

The individual agreement for issuing options on virtual shares (“tokens”) between your company and an employee or stakeholder, referencing the applicable General Investment Terms.

Link to the template document

Shareholders’ Agreement (“Gesellschaftervereinbarung”)

Agreement permitting management to issue a specific number of virtual shares (“tokens”) to investors or employees/stakeholders. No notarization required.

Link to the template document (login on app.tokenize.it required)

Signed once by all existing shareholders; future shareholders should also join the agreement upon registration in the commercial register.