CAPITAL CONTRIBUTION AGREEMENT
CAPITAL CONTRIBUTION AGREEMENT
This Capital Contribution Agreement (this "Agreement") is entered into as of May 18, 2024, by and between the following parties:
Comboox DAO LLC, a limited liability company incorporated pursuant to the Wyoming Limited Liability Company Act (the "Act") and the Wyoming Decentralized Autonomous Organization Supplement (the "Supplement"), with its entity identification number as 2023-001358375 (the "Company"); and
Xx Xx, the sole founding member of the Company and also the author who developed and deployed ComBoox Platform (the "Contributor").
RECITALS
WHEREAS, the Contributor is the founding member of the Company and intends to invest certain intangible assets including the partial copyrights of Template Smart Contracts as his capital contribution to the Company;
WHEREAS, the Company desires to accept such capital contribution and to issue shares of the Company to the Contributor in exchange for such contribution;
WHEREAS, the Contributor has already set certain configurations in the relevant smart contracts that transfer to the Company the beneficial rights and control of the relevant intangible assets;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:
1. Definition
1.1. "ArbitrumOne" means the Ethereum Layer-2 public blockchain network operating under the name "ArbitrumOne", which is connected to the main net of Ethereum and uses a technology called "Optimistic Rollups" to improve the scalability and efficiency of Ethereum.
1.2. "CBP" or "ComBoox Points" means the ERC-20 token booked in Registration Center, the primary function of which is to act as the ComBoox Community's utility token to automatically calculate, collect and transfer royalties from Users of Template Contracts to the relevant intellectual properties' holder.
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1.3. "ComBoox" or "ComBoox Platform" means the company book-entry platform consisting of a core smart contract called "Registration Center" and a set of Template Contracts deployed on ArbitrumOne, which is designed for equity registration and corporate statutory books-keeping, and aims to assist users to quickly establish a legal, secure, transparent, reliable and automatic system to enable the company's stakeholders to perform legal acts related to share transactions or corporate governance in a self-service mode.
1.4. "ComBoox Community" means the open, unincorporated, loose organization of CBP holders, whose primary function is to decide, through public discussion and public voting, on whether new template contracts are suitable to be included into the ComBoox Platform as Template Contract, so as to improve or expand the functionalities thereof.
1.5. "Operating Agreement" means the Operating Agreement of the Company executed on the date of May 18, 2024 , which may be approved, adopted, and/or amended pursuant to the terms and conditions thereof, as well as the Company's Articles of Organization.
1.6. "Registration Center" means the core smart contract of ComBoox deployed on ArbitrumOne at the address as set out in Exhibit-I, which has the following primary functions:
(1) User Registration: to register users of ComBoox against their Prime Key;
(2) CBP book keeping: to record balance amount of CBP for each account holder;
(3) Document Registration: to register Template Contracts and their clone copies according to the contract address; and
(4) Royalty Collecting: to automatically transfer certain amount of CBP from the User to the copyrights' holder of the relevant Template Contracts as royalty when the User calls certain write function of the smart contracts created by cloning the Template Contracts.
1.7. "Register of Shares" means the Smart Contract adopted by the Company to automatically book and maintain the public record of Shares, i.e. the Certificate of Contribution concerned. Any creation, alteration or revocation of any Share can only be effective and legally binding to the Company and Members upon its entry into Register of Shares.
1.8. "Share" means a Member's ownership interests and rights in the Company, which will be booked automatically in a Smart Contract called Register of Shares in form of a digital object called "Certificate of Contribution".
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1.9. "Smart Contracts" means the set of smart contracts adopted by the Company, from time to time, for automatically registering the equity shares of the Company and keeping records of corporate governance thereof, which shall be created and deployed by cloning Template Contracts.
1.10. "Template Contracts" means the smart contracts adopted by the ComBoox Platform and registered in Registration Center as templates to create clone copies for its Users to deploy and use on ComBoox.
2. Capital Contribution
2.1. Contribution. The Contributor agrees to contribute, assign, and transfer to the Company the following intangible assets (the "Contributed Assets") as his capital contribution:
(1) partial copyrights of the Template Smart Contracts within the territory of ArbitrumOne on an "AS IS" basis, so that the Company may collect royalty on those Template Smart Contracts in form of CBP as general income;
(2) owner's right to Registration Center, so that the Company may collect platform commission of ComBoox in form of CBP as general income;
(3) owner's right to Registration Center, so that the Company may determine and adjust the total supply of CBP on ArbitrumOne; and
(4) owner's right to the Smart Contract called "Fuel Tank", so that the Company may:
a. set the Fuel Tank's selling price of CBP in ETH; and
b. pick up selling revenue of CBP in ETH from Fuel Tank.
2.2. Effective Date of Contribution. The contribution of the Contributed Assets shall be effective as of the date of this Agreement or such earlier date on which the Contributor actually sets up the corresponding configurations in the relevant Smart Contract.
3. Issuance of Shares
3.1. Shares Issued. In exchange for the Contributed Assets, the Company agrees to issue to the Contributor the following Shares of the Company:
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|
Share No. |
1 |
2 |
Total |
|
Class |
Class A |
Class B |
-- |
|
Par Value |
$ 250,000 |
$ 50,000 |
$ 300,000 |
|
Paid Value |
$ 250,000 |
$ 50,000 |
$ 300,000 |
|
Price of Par |
$ 0.00 |
$ 0.00 |
$ 0.00 |
|
Price of Paid |
$ 1.00 |
$ 1.00 |
$ 1.00 |
|
Total Value |
$ 250,000 |
$ 50,000 |
$ 300,000 |
|
Voting Weight |
4,000 % |
100 % |
-- |
|
Total Voting Points |
100,000,000,000 |
500,000,000 |
100,500,000,000 |
|
Distribution Weight |
800 % |
100 % |
-- |
|
Total Distribution Points |
20,000,000,000 |
500,000,000 |
20,5000,000,000 |
3.2. Membership Interest. The Contributor shall be admitted as a member of the Company with all the rights and obligations as set forth in the Operating Agreement.
4. Representations and Warranties
4.1. Contributor's Representations. The Contributor represents and warrants to the Company that:
(1) The Contributor is the owner of the Contributed Assets and has the right to transfer them to the Company free and clear of any liens, encumbrances, or claims;
(2) The Contributed Assets are transferred on an "AS IS" basis, and the Contributor makes no representations or warranties regarding the feasibility, security, or legal compliance of the Contributed Assets;
(3) The Contributor has the full power and authority to enter into this Agreement and to perform its obligations hereunder.
4.2. the Company's Representations. the Company represents and warrants to the Contributor that:
(1) the Company is duly organized, validly existing, and in good standing under the laws of the State of Wyoming;
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(2) the Company has the full power and authority to enter into this Agreement and to perform its obligations hereunder.
5. Indemnification and Defense
5.1. Defense of Claims. In the event of any third party challenge or claim alleging that: (1) the Contributed Assets infringe the intellectual property rights of any third party; or (2) the Contributed Assets cause any loss or damage to any entity, the Company shall be responsible for and shall pay all costs and expenses incurred in connection with such claims, including attorneys' fees, and shall retain counsel to defend against such claims.
5.2. Indemnification. The Company shall indemnify the Contributor in the event the Contributor is made a party or is threatened to be made a party to any pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that the Contributor is or was an author of the Contributed Assets, is or was a member, manager or agent of the Company, or is or was serving at the request of the Company, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of "no lo contendere" or its equivalent shall not, of itself, create a presumption that the Contributor did or did not act in good faith and in a manner he or she reasonably believed to be in the best interests of the Company and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was lawful.
6. Miscellaneous
6.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles.
6.2. Disputes Resolution. Any disputes arising from or in connection with this Agreement shall be submitted to either the United States District Court for the State of Wyoming or in a Wyoming state court where the Company's Registered Office is located. Parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court.
6.3. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.
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6.4. Amendments. This Agreement may be amended or modified only by a written agreement signed by both parties.
6.5. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
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the Company: Comboox DAO LLC By: /s/ Xx Xx Xx Xx Title: the sole Founding Member |
the Contributor: Xx Xx By: /s/ Xx Xx Xx Xx |
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EXHIBIT-I SMART CONTRACTS LIST
|
Smart Contract |
Contract Address on ArbitrumOne |
Registration Center | 0xb91C1e3fD4e3C481c135dD414c106a25fD99f517 |
Create New Companies | 0x7D5dD83999efa266822a5ac7D45d8fAcCD1d9bD3 |
Fuel Tank | 0xc407520F842f6774900ea6846947304cfD59d7Ee |
General Keeper | 0xB8aF08537F29e0dD206a0924DF3864AD58AB52b2 |
Register of Constitutions Keeper | 0x2F9dAC0d139E49416c5eB88881962614946aB8ce |
Register of Directors Keeper | 0x3e46657A9012505E804bbBe67Cf6Ad30a8341eF9 |
Board Meeting Minutes Keeper | 0x5A0e2408FDd08d1aBc6B7fd72fB6e2fbEfD87EaD |
Register of Members Keeper | 0x1dea5A9e5E9592D1d448A816c670254Bc6234Ee2 |
General Meeting Minutes Keeper | 0x95D78d0bc57f5DF3A4F5a84445173C2253cC3634 |
Register of Agreements Keeper | 0x27885fe89812158f86204E8970C2e463592f6a48 |
Register of Options Keeper | 0x6Ad18cB722702fC4AeD891F0d1D54a687f87e95E |
Register of Pledges Keeper | 0xA1b7E6abf8Df8B07016f70162E263b282D1977fD |
Shareholders Agreement Keeper | 0x9af4F0F85624AEb8b6b80bEe63778dE4dC74d8F7 |
List of Orders Keeper | 0xf8768a13996Fac1BAB4bAd20743a6A72944b8F17 |
Register of Constitutions | 0x690Dd81103Ff47837117dfB62632A4f4dD3C5ebE |
Register of Directors | 0x061E5ea6a2D419BAcbD85951fD3e8c963E5f8d2d |
Meeting Minutes | 0x220C9F6BAF0eB53F5E50b01C832208B0BA874350 |
Register of Members | 0xeAA7F51974C1f8A549D72F56b6e9b44F3A047936 |
Register of Agreements | 0xeD2eC0d0960ebaBC9976A77031030cd07f61cC4d |
Register of Options | 0x90179daA026e0Bd2456ed89401331EC325876491 |
Register of Pledges | 0x5729CDf96e8Deaaf4aD213DF910Fb904CD64dfb5 |
Register of Shares | 0x28B1f8cC6a13Fe7c3FF18ba6c289712D2d1cDC3C |
List of Orders | 0x01ca3A863c07547f708004cEca05108f7b43e543 |
Investment Agreement | 0xB71D4F8617B15a58Ad9ba5E20265b95BAE054cda |
Shareholders Agreement | 0xDF16aE20Cc8190dd21Afa59Fc55A0a794A9c6Ea4 |
Anti-Dilution | 0x14B8485A272b5438a1F41d8b0A29d33912D0857B |
Lock-Up | 0x1045082663216F059D02A51a5aB29A41410378D4 |
Alongs | 0x65075574B0b1DdAD4415FDa55ceFa9e33ba7F574 |
Options | 0x8c4713231D8D230EF1B0c2D3Fff2Da92F6c09472 |
List of Projects | 0x3b60F48Ea389D93AD21BC867005a796F18ab8b96 |
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