Share Exchange Terms and Conditions

Terms and Conditions

These Terms and Conditions (“Terms”) constitute a contract between the Company and the Shareholder pursuant to the Exchange Agreement.


Each Shareholder warrants that they own the Rewards in their entirety and that there is no encumbrance (meaning any interest or equity of any person including any right to acquire, option, right of pre-emption or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement) over them.


  • The Company is entitled to reject any application for the exchange of Rewards for Ordinary Shares in the Company at its absolute discretion.
  • The Company has 90 days (which may be extended at the discretion of the Company) from the date of receipt of the Exchange Agreement to determine whether such application will be accepted or rejected.


  • The exchange of Rewards will constitute a subscription for Ordinary Shares which will be issued and credited as fully paid.
  • In accordance with the Articles, the holder of the Ordinary A Share will be deemed to hold 75% of the Company’s voting rights. The Articles are available at Companies House in England.


Further Obligations

  • The Shareholder does not have any further obligations following the exchange of Rewards for Ordinary Shares. The Shareholder is not obligated to provide any capital or any other benefit or perform any other activity in relation to the exchange.

Transfer of Shares

  • Each Shareholder is entitled to create any encumbrance, transfer or otherwise dispose of or give any person any rights in or over any Share or any interest in any Share, as permitted by this Exchange Agreement and the Articles.
  • The Shareholder should give Notice to the Nominee as to any encumbrance, transfer, disposal or right given in or over any Share within 14 days of any such event. In the event that the Shareholder fails to give Notice to the Nominee in accordance with this clause, the Nominee shall be entitled to assume that such transfer has not taken effect.
  • The Nominee shall register any transfer made in accordance with this Exchange Agreement unless it suspects in its absolute discretion that the proposed transfer may be fraudulent or otherwise improper.
  • If following a transfer of Shares in accordance with this Exchange Agreement and Terms, a Shareholder holds no further Shares, excluding any Shares held by his personal representatives, successors and permitted assignees, the Shareholder shall automatically cease to be a party to this Exchange Agreement, but such cessation shall not affect any rights, remedies, obligations or liabilities of that Shareholder which existed at or before the date of such cessation.

Personal Data

  • The Company collects, uses and is responsible for certain personal data about the Shareholder. This personal data is regulated under the General Data Protection Regulations (“GDPR”) applicable across the EU and the UK.
  • By agreeing to this Exchange Agreement, the Shareholder agrees to their personal data being stored and shared and utilised by the company to further its corporate objectives.


Registrar and Nominee

  • The Company may appoint a Registrar to assist the Company to maintain the official register of Shares.
  • The Company will appoint a Nominee to hold the Shares as the registered legal shareholder on behalf of the Shareholder. The Shareholder consents to the Nominee holding the Shares as the registered legal Shareholder on behalf of the Shareholder in accordance with the Nominee’s terms and conditions.
  • The Company is entitled to provide the name, address, contact details or any other relevant information of the Shareholders to the Registrar or Nominee in order for the Registrar and Nominee to fulfil their duties.
  • Any communications received from the Registrar or Nominee will be deemed by the Shareholder to be authorised by the Company.

Restrictions on the Parties

The Shareholder acknowledge that the actions under this Exchange Agreement, are in full and final settlement of, and the Shareholder hereby releases and forever discharges, all and/or any actions, claims, rights, demands and set-offs, whether in this jurisdiction or any other, whether or not presently known to the Shareholders, in relation to the Rewards or otherwise.

Drag Along

In the event that the holder of the Ordinary A Share determines to sell its Share to an offeror, such Shareholder will be entitled to require that all the other Shareholders sell their shares at the same price and on the same terms as having been offered by the offeror.


This Exchange Agreement shall terminate:

  •  when a resolution is passed by the shareholders or creditors of the Company, or an order is made by a court or other competent body or person instituting a process that shall lead to the Company being wound up and its assets being distributed among the Company’s shareholders, creditors or other contributors; or
  •  the appointment of a receiver, administrator or administrative receiver over the whole or any part of the assets of the Company or the making of any arrangement with the creditors of the Company for the affairs, business and property of the Company to be managed by a supervisor; or
  • In the event that Shares of the Company are listed on a recognised stock exchange or its equivalent, in any relevant jurisdiction.

Entire Agreement

  • This Exchange Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations, arrangements and understandings between them, whether written or oral, relating to its subject matter.
  • Each Party acknowledges that in entering into this Exchange Agreement and any documents referred to in it, he/she does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty whether made innocently or negligently that is not set out in this Exchange Agreement or those documents.

Variation and Waiver

  • No variation of this Exchange Agreement shall be effective unless it is in writing and signed by or on behalf of the holder of the Ordinary A Share for the time being together with the Company.
  • A waiver of any right or remedy under this Exchange Agreement or by law is only effective if it is given in writing and is signed by the Party waiving such right or remedy. Any such waiver shall apply only to the circumstances for which it is given and shall not be deemed a waiver of any subsequent breach or default.
  • Any failure or delay by any Party to exercise any right or remedy provided under this Exchange Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
  • No single or partial exercise of any right or remedy provided under this Exchange Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
  •  A person that waives a right or remedy provided under this Exchange Agreement or by law in relation to one person or takes or fails to take any action against that person, does not affect its rights or remedies in relation to any other person.

Costs and Expenses

Each Party shall pay his own costs and expenses incurred in connection with the Exchange Agreement


  • A notice given to a Party under or in connection with this Exchange Agreement shall be given in writing.
  • The email address for service of notices in the case of the Company is
  • Each Shareholder warrants that they have provided an accurate address and email address to the Company.
  • A Party may change his details for service of notices by giving notice, in accordance with clause 15.1, to the other Parties.


If any provision or part-provision of this Exchange Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Exchange Agreement.


This Exchange Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute one Agreement.


If any provision of this Exchange Agreement contravenes applicable regulations or law or shall be declared void or unenforceable by a Court or administrative body of competent jurisdiction, the validity of the remaining provisions of the Exchange Agreement shall not be affected.

Limitation of liability

The directors, employees and consultants of the Company do not personally assume any liability to the Shareholders nor owe any duty of care to them. Only the Company is legally responsible for the services provided to the Shareholders.

Time of the Essence

Time is of the essence in relation to the Agreement with regard to all notices to be served by any party to the Agreement.

Governing Law

The Agreement shall be governed by the laws of England and Wales and the Parties submit to the exclusive jurisdiction of the English Courts.

Last Updated: 17 May 2022