Overview of the Tokenize.it Template Contracts

The complete template contracts are available for download after logging in at app.tokenize.it. 

Please note: The standard contracts can be supplemented with a side letter directly on the Tokenize.it platform.

Investment Overview and Public Reward

The investment overview summarizes the rights that an investor receives upon acquiring virtual shares. These include, in particular, exit participation, participation in profit distributions, liquidation proceeds, a limited information right and a put option.

The document also contains the company's public reward declaration pursuant to § 657 BGB (German Civil Code). This obliges the company to grant the described rights to every holder of virtual shares — independently of any individual investment agreement.

General Investment Terms

The General Investment Terms are the core contractual framework and regulate rights and obligations in detail.

Investor Rights

Investors receive participation rights (Genussrechte) that secure them economic benefits:

• Profit Participation: Proportional, variable participation in the company's profits, ranking equally with shareholders. Distributions are only made if the shareholders' meeting resolves to do so.
• Participation in Liquidation Proceeds: In the event of the company's dissolution, investors receive a share of the remaining assets — ranking equally with shareholders, but subordinate to creditors.
• Information Right: Investors are entitled to a copy of the annual financial statements.
• Exit Claim: In the event of an exit (sale of more than 50% of the shares, merger or IPO), investors may return their participation rights and receive a payout based on the company's value. The payout is made no earlier than seven months after the exit. Investors have three years to return their virtual shares.
• Put Option: Investors may sell their participation rights back to the company at regular intervals (e.g. quarterly). The repurchase price is based on the current market value. As an alternative to a cash payment, the company may also offer business shares (Share Offer) or — if the company is a stock corporation — shares (Stock Offer).

Important: Investors receive no shareholder rights — no voting rights, no co-determination. They participate economically, but the company retains full control.

Public Reward and Revocation

The public reward declaration may only be revoked by the company under narrow conditions: after 29 years and 11 months, three years after an exit, or for compelling legal reasons. In the event of revocation, investors are entitled to compensation at market value.

Destruction and Reissuance of Virtual Shares

The company has the right to destroy an investor's virtual shares if, for example, the investor fails to meet their return obligation, does not act within the required timeframe after revocation of the public reward, or there is a justified suspicion that the exercise requirements are not met. The virtual shares can subsequently be reissued. This mechanism protects both the company and the integrity of the participation structure.

Further Key Provisions

• Qualified Subordination: In the event of insolvency, investor claims are subordinate to all other creditors. Investors bear a total loss risk.
• No Anti-Dilution Protection: The company may issue new participation rights or shares at any time.
• No Repayment Claim: The investor has no right to repayment of the investment amount.
• Payment Disputes: In the event of disagreements over payment amounts, an independent auditor decides as a binding arbitration expert.
• Term: The investment agreement runs indefinitely. Ordinary termination is only possible after 29 years and 11 months.

Taxes

All taxes and duties related to the investment (acquisition, holding, transfer, profit participation, exit, put option) are borne by the investor. The company may withhold legally required tax deductions and remit them to the tax authorities. The company does not provide tax advice and assumes no liability for tax consequences.

Anti-Money Laundering and Compliance

Investors warrant that their funds originate from legal sources and are not used for money laundering, terrorism financing or other illegal purposes. At the time of entering into the agreement, the investor must not be listed on any sanctions list (UN, USA/OFAC, EU, Switzerland). In the event of compliance violations or justified suspicion, the company may suspend transactions and destroy the virtual shares.

Risk Disclosures

Investments via Tokenize.it involve a high level of risk and may result in a partial or total loss of the invested capital. Tokenize.it does not provide investment, legal or tax advice and does not make investment recommendations. There is only a limited market for trading virtual shares in private companies.

Dispute Resolution and Jurisdiction

German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). For commercial investors, the place of jurisdiction is the company's registered office. Financial disputes are decided bindingly by an independent auditor acting as an arbitration expert.

Investment Agreement Terms

The Investment Agreement Terms govern the specific process of the investment:

• Formation: The company publishes an investment opportunity on Tokenize.it. The investor submits a binding offer, and the company decides whether to accept.
• Payment: The investment amount must be paid within 2 banking days of submitting the offer. Payment is made in euros by default.
• Transferability: Virtual shares may be transferred to third parties, provided the acquirer agrees to the investment terms. The company can control transfers via an allowlist or lock-up. Claims that have already arisen (e.g. profit participation) remain with the original investor.
• Termination: Extraordinary termination is possible for important reasons (e.g. insolvency, liquidation).

Shareholders' Resolution

An agreement authorizing the management to issue a specified number of virtual shares. Signed once by all existing shareholders; future shareholders should accede to the agreement upon their registration in the commercial register. No notarial certification required.