Trust Agreement
Exhibit
10.10
between
the
Trustor, B2Digital, a company incorporated under the laws of the state of
Delaware, USA, having its registered office at 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxx
Xxxxx X, Xxxxxxx Xxxxx, XX 00000, XXX, duly represented by its President and
Chief Executive Officer Xx. Xxxxxx Xxxxxxx, acting in accordance with the
Articles of the Company;
and
the
Trustee, XX Xxxx-Xxxxx Xxxxxxxx, Xxxxxxxxxxxxx 00 00000 Xxxxxx
Xxxxxxx
is
stipulated as follows:
1. The
Trustee assumes
| - |
to
open up a bank account and to take all relevant steps for the completion
of the Agreement
|
|
-
|
the
acceptance and custody of subscription offers for shares of the
Trustor
|
|
-
|
the
receipt and custody of monies for shares of the
Trustor
|
| - |
the
commissioning of the bank to emit shares to the allotees respectively
to
deposit the shares in securities
deposits
|
|
-
|
the
transmission of received monies to the
Trustor
|
|
-
|
the
payment of incurring costs regarding this agreement (e.g.: provisions,
banking fees)
|
The
Trustee commits to fulfill these duties in his own name but for Trustor’s
peril
and
on Trustor’s costs.
2. The
Trustee is only allowed to dispose of Trustor’s shares and monies if
Trustor
has ordered so or to fulfill this agreement. There is no application of
§
181
BGB
and the Trustee may act as principal and agent.
3. Trustor
is going to release Trustee of all claims which might arise because of
the
position as Trustee.
4. The
Trustor supplies Trustee with all necessary information and material for
accomplishing
this Agreement. This means also incoming orders and confirmations
of orders.
5. The
Trustee has a right for compensation of any expenditures incurring under
this
Agreement.
6. Trustee
receives a remuneration of 2.5 % of the volume of trade
of
the administered
assets. Trustee gives Trustor monthly notice of these assets
and may deduct the remuneration from the effects.
7. The
Agreement has an indefinite term. Parties may terminate the agreement
in
writing after three months notice.
8. All
disputes and / or controversies, arising out of or in connection with the
Agreement
shall be settled in negotiations. In case of disputes / controversies
not
being
settled in negotiations two weeks after the start of negotiations, the
venue
of
jurisdiction / litigation shall be Berlin, Germany and the applicable law
shall
be
that of the Federal Republic of Germany.
9. There
are
no additional agreements or riders to this Agreement. The Agreement
shall be amended and supplemented only by a written agreement signed
by
authorised representatives of both Parties.
10. If
any
provision of the Agreement becomes partially or fully invalid, the other
provisions
of the Agreement shall remain valid / unaffected, if it can be assumed
that the Agreement would have been concluded without including the
invalid provision (or its part). The Parties hereby agree that in the case
of
the
aforementioned situation, they will conclude as soon as possible the
additional
agreement, which shall amend the invalid provisions of the Agreement
into the legal provisions, which shall, to the extent possible, establish
the same economical and legal effect as was intended when agreeing
on the invalid provision.
| /s/ Xxxxxx Xxxxxxx | /s/ RA Xxxx-Xxxxx Harnicsh | ||
|
Xxxxxx Xxxxxxx |
RA Xxxx-Xxxxx Harnicsh |
||
| Chief Executive Officer | |||
| Trustor | Trustee |
