Token Shareholder AgreementToken Shareholder Agreement • July 18th, 2023
Contract Type FiledJuly 18th, 2023Preamble ellexx universe AG, Zürich, Switzerland, CHE-211.951.372 ("Issuer") has issued its shares in two forms: As unregistered rights ("Ordinary Shares", its holders the "Ordinary Shareholders") and as ledger-based securities ("Share Tokens", its holders the "Token Holders", together with the Ordinary Shares the "Shares", and its holders the "Shareholders" or "Parties").This shareholder agreement is common to all Shareholders, i.e., it applies to holders of Share Tokens and holders of Ordinary Shares, ("Token SHA"). It serves the main purpose of● granting the Token Holders a tag-along right; ● imposing a drag-along obligation on the Token Holders; ● imposing a purchase option on the Token Holders; and ● describing the automatic enforcement of the drag-along and sale obligations of Token Holders.To enable the enforced transfer of Share Tokens, the Share Tokens are locked in a smart contract on the Ethereum blockchain ("SHA Smart Contract") and for each locked Share Token, a placeholde