BUCS - SHAREHOLDERS AGREEMENT
Smart Crypto Community Shares Ltd. subsidiary and administration unit of Smart Chip Card Solutions Ltd.
This agreement is made as of ___May 1. 2018.___ (date)
Smart Chip Card Solutions Ltd. – herein collectively called “Founders” of the FIRST PART
Smart Crypto Community Shares Ltd. (the “Company”) wholly owned subsidiary and administrative unit of the Smart Chip Card Solutions Ltd. of the SECOND PART
all investors becoming shareholders of Class A Preferred shares of the THIRD PART
A. The “Company” is a company incorporated in Ontario, Canada and carries on the business of hoarding and managing hard assets of the SCCS Ltd. whereas those assets are: silver, gold, palladium, platinum herein collectively called “Precious Metals”.
B. Directors of the SCCS Ltd. are the founding shareholders (the "Founders") of the Company.
C. The “Founders” are in possession of the 100000 number of common voting shares without par value. They are also directors of the company and not subject to re-elections.
D. All other investors become automatic shareholders of the Class A Preferred shares, herein called “BUCS” (Backed Up Crypto Shares):
AND WHEREAS number of “BUCS” crypto shares issued is limited only by intrinsic (monetary) value of the “Precious metals” acquired by the “Company” making precious metals value holdings pool of shareholders value divided between shareholders equally as per number of Class A Preferred shares in possession by members.
AND WHEREAS “BUCS” shareholders are having the following rights and responsibilities;
A. Shareholder becomes every person or legal entity who purchases ‘BUCS” smart card and at least one “BUCS” share.
B. Being all electronic no printed share will be issued. On specific demand and upon payment of $100 printed share certificate will be mailed.
C. By buying and owning a “BUCS” crypto shares the shareholder becomes owner of his portion of the “Company” pool of precious metals assets only.
D. Each shareholder becomes member of the “BUCS” community where members making investments and transactions help each other build up wealth through revenue sharing.
E. Increase in “BUCS” value is ensured by the practice where 50% of the all fees are returned and reinvested into the pool of “Precious Metals” and divided equally between the shares thus increasing the value of the same.
F. Portion of the hardware sales revenue, at discretion of the management, up to 50% is allocated and reinvested into the pool of “Precious Metals” and divided equally between the shares thus increasing the value of the same.
G. “Founders” of the Smart Chip Card Solutions Ltd. become “BUCS” shareholders in absolutely same way as every other shareholder, by buying “BUCS” shares at market cost and not by creating shares out of thin air.
H. Each shareholder has single vote in deciding about some aspects of the “Company” business making that may be brought up from time to time.
I. Voting is performed electronically and possession of the “BUCS” card + software supplied by the “Company” is essential to have for successful voting.
J. Shareholders will engage in promoting the “Company” and “BUCS” in order to bring in more members and increase a value of “BUCS” shares for everyone’s benefit.
L. For the purpose of the receiving shareholders rights bearer of the card + proper PIN/fingerprint is considered rightful owner of the “BUCS” shares.
AND WHEREAS ‘BUCS” shareholders do not have right to elect directors. Shareholders do have rights to see all documents and reports pertaining “BUCS” base value and all transactions pertaining actions around acquiring and maintaining pool of precious metals shareholders collectively own:
A. as soon as available after the end of each financial year, unaudited financial statements of the Corporation, including consolidated statements of income, retained earnings and changes in cash flow of the “Company”, if any, for such year, setting forth in each case in comparative form the corresponding figures for the previous financial year, all prepared in accordance with generally accepted accounting principles in Canada;
B. as soon as available after the end of each quarter, a report prepared by the management of the BUCS regarding such quarter’s financial results and operations;
D. such other financial and business information as any Investor may reasonably request from the “Company” from time to time;
E. any report directly correlated to the purchase and sales of BUCS, underlying precious metals purchases and sales, precious metals certificates purchase and sales, secure storage monthly and yearly reports;
F. any insurance policy pertaining insurance of the company precious metals assets;
G. any safe storage or bank audit report, like Bureau Veritas;
H. any report or billing pertaining maintenance costs, subscriptions, fee schedules pertaining BUCS Master card, storage facilities, banks;
I. any offers to buy BUCS assets by third party investors or investment companies
NOW THIS AGREEMENT WITNESSES that in consideration of the premises and mutual covenants and agreements, the parties in this Agreement agree as follows:
1.1 "Company" or "Corporation" means Smart Crypto Community Shares Ltd. a subsidiary of the Smart Chip Card Solutions Ltd.
1.2 "Common Shares" shall mean the common shares in the capital stock of the company.
1.3 "Class A Preferred shares" shall have the meaning given in “BUCS” description.
1.4 "Meeting" shall have the meaning given in Article 5.
1.5 "Offered Shares" shall have the meaning given in Article 3.
1.6 "Offeree" or "Offerees" shall have the meaning given in Article3.0.
1.7 "Parties" shall mean any two or more of Pat, Chris, and Jean.
1.8 "Seller" shall have the meaning given in Article 3.
1.9 "Selling Notice" shall have the meaning given in Article 3.
1.10 "Shareholder" means any one of Igor, Ida, Marco and Zlatko.
1.11 "Shareholders" means any of the “BUCS” shareholders.
1.12 "Shares" means all the issued and outstanding common shares in the capital stock of the company beneficially owned by a Shareholder at any time.
1.13 "Special Directors' Resolution" shall mean a resolution passed at a properly constituted meeting of the Board of Directors of the Company, at which meeting 66% of directors in attendance are in favor of such resolution, or, in lieu of such confirmation, a resolution which is consented to by the signatures of all the Directors of the Company. (Note: an Ordinary Directors resolution is one that is passed by a simple majority of all Directors in attendance at a properly convened meeting)
1.14 "Unanimous Shareholders Resolution" shall mean a resolution passed at a properly constituted meeting of the Shareholders of directors of the Company, at which meeting more than 90% of the Shares are voted in favor of the Resolution, or, in lieu of such confirmation, a resolution which is consented to by the signatures of all the Shareholders of the Company.
1.15 "Board" shall mean the Board of Directors of the Company. A "Director" shall mean any member of the Board of Directors of the Company.
1.16 "Act" means the Ontario Business Corporations Act, as may be amended.
1.17 "Articles" means the articles of the Company filed at the office of the Registrar of Companies for the Province of Ontario as may be amended from time to time.
1.18 "Vesting" means that Shares that have been issued to a Shareholder are subject to forfeiture unless certain events occur during the term of employment of the Shareholder.
1.19 "this Agreement", "hereto", "herein", "hereby", "hereunder", "hereof", and similar expressions refer to this Agreement and not to any particular section, subsection, paragraph, or other portion of this agreement.
2. ORGANIZATION OF THE COMPANY
(a) The Company will be governed by a Board of Directors (the “Board”) appointed by the “Founders” as defined in this agreement.
(b) The Board’s primary responsibility is to the Company to ensure the viability of the Company as distinct from protecting the interests of any specific Shareholders or groups of Shareholders.
2.2 Composition of Board
The Shareholders shall vote their Shares so that the Board shall initially be comprised of at least four (4) directors., which shall include:
(a) all “Founders”
2.3 Compensation of the Board
The directors will decide, by Special Directors Resolution, on compensation, if any, for each of the directors.
2.4 Meetings of the Board
(a) In the minimum, regular quarterly board meetings will be scheduled by the Board. In addition, any director of the Company may call a meeting of the Board with at least ten Business Days’ prior notice to be given to the other directors of the Company.
2.5 Directors, Shareholders, and Company Obligations
(a) Each Shareholder and Director shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder and Director agrees that he/she will keep all matters pertaining to the Company strictly confidential other than normal disclosures (e.g. brochures, financing offers and documents) made in the course of business.
3. GENERAL COVENANTS
(a) This Agreement shall enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators and assigns.
(b) The parties agree to hold and cause to be held all such meetings of directors and Shareholders of the Company and to deliver and execute all such documents as may be necessary to give full effect to this Agreement.
(c) This Agreement shall be construed in accordance with the laws of the Province of Ontario, Canada.
(d) Words in the singular shall include the plural and vice-versa, and words importing the masculine shall include the feminine and the neuter and vice-versa, and words importing persons shall include corporations and vice-versa.
IN WITNESS WHEREOF the parties have hereunto set their hands and seals this _1st_ day of _May__, 2018__.
SIGNED, SEALED, AND DELIVERED
In the presence of: ) Smart Chip card Solutions Ltd. CEO
> Igor Podrug
(Burlington, Ontario, Canada)