Preface - gbx.gi · Web viewCandidates must submit a completed and signed Application Form for Sponsor Status (the ‘Application Form’) together with any supporting documents

APPLICATION FORM FOR SPONSOR STATUS

Version 2.0 – 1 August 2018

© GBX 2018

Published by

GBX LimitedSuite 741BEuroportGX11 1AAGibraltar

Tel: + 350 2006 7822E-mail: [email protected] Website: www.gbx.gi

http://www.gbx.gi/

mailto:[email protected]

ContentsPreface2

Section 1 - General Information 3

Section 2 – Fitness and Propriety 8

Section 3 – Competence and Compliance 11

Section 4 - Supporting Documentation Checklist 14

Section 5 - Sponsor Agreement 16

Section 6 – Declaration 28

Application Form for Sponsor Status Page 1GBXVersion 2.0 – 1 August 2018

Preface

a) Candidates must submit a completed and signed Application Form for Sponsor Status (the ‘Application Form’) together with any supporting documents to [email protected]. Forms should be e-mailed together with the supporting application documents.

b) A non-refundable application fee of USD $25,000 must be paid upon submission of a completed Application Form.

Annual fees will be payable upon approval and shall be charged on a pro-rata basis for periods up to 31 December. Thereafter, annual fees shall be charged on a calendar basis and shall be due and payable on 1 January of each calendar year.

Sponsor fees must be paid in RKT.

c) Applications will only be considered provided that all relevant sections have been duly completed, supporting documents have been provided and the application fee has been paid.

d) Should there not be enough rows on tables, please add rows wherever necessary.

e) Misleading or incorrect information on any material point shall render the application invalid.

f) All information submitted in the application is for the sole use of GBX Limited (‘GBX’) and will not be divulged to third parties, other than the Regulatory Authority if required.

g) Upon approval the name of the Sponsor and its respective contact details will be displayed on GBX’s website (www.gbx.gi).

Note

This Application Form must be completed by Candidates seeking to become a Sponsor of GBX. Candidates are required to meet and satisfy the Sponsor Rules of GBX in order to be approved.

GBX will evaluate and undertake a due diligence exercise in respect of applications. Candidates will be required to present relevant documentation and co-operate with GBX’s requests for assertions, confirmations, information and documentation in order for GBX to complete such evaluation. As part of the evaluation GBX may visit a Candidate’s place of business.

Candidates are to contact GBX, for further details and/or any queries in respect an application at [email protected].



http://www.gbx.gi/


Section 1 - General Information

The Candidate

1.1 Name of Candidate:

Click here to enter text.

1.2 Please provide details of person who is proposed to act as the Candidate’s Nominated Person (as per paragraph 5.2 of the Sponsor Rules).

Title: Click here to enter text.Given names: Click here to enter text.Surname: Click here to enter text.Job title: Click here to enter text.Business Address: Click here to enter text.Phone number: Click here to enter text.Email address: Click here to enter text.

☐ Please attach a copy of the passport and proof of residential address of the Candidate’s Nominated Person.

1.3 Name under which the Candidate is/intends to be registered (state trading name and/or business name as applicable):


1.4 Registration Number (if applicable): Click here to enter text.Competent Authority (if applicable): Click here to enter text.Type of License (if applicable): Click here to enter text.License Number (if applicable): Click here to enter text.

1.5 Place of business:

Address: Click here to enter text.Telephone Number: Click here to enter text.E-mail Address: Click here to enter text.Website address: Click here to enter text.

This information will appear on GBX’s List of Sponsors and all communications will be addressed accordingly.

1.6 Registered office address (if applicable):


1.7 Head office address (if applicable):


1.8 Address for the service of any notice or other document on the Candidate:



1.9 Legal status of the Candidate:

☐ Body Corporate☐ Partnership ☐ Other (provide details): Click here to enter text.

1.10 Date of incorporation, formation or establishment:

Click here to enter a date.

1.11 Place of incorporation, formation or establishment:


☐ Please attach a copy of the certificate of incorporation, formation or establishment (if applicable).

1.12 Does the Candidate have a Memorandum and Articles of Association or similar such constitutional document?

☐ Yes☐ No, please provide details Click here to enter text.

☐ Please attach a copy of the Memorandum and Articles of Association or similar such constitutional document.

1.13 Does the Candidate’s Memorandum and Articles of Association or similar such constitutional document permit the Candidate to conduct the business being applied for?

☐ Yes☐ No, please provide details below☐ Not applicable, please provide details below


1.14 Does the Candidate’s Memorandum and Articles of Association or similar such constitutional document prohibit or inhibit co-operation with any authorities whether they be in Gibraltar or elsewhere?

☐ Yes, please provide details below☐ No☐ Not applicable, please provide details below



1.15 Has the Candidate been known by any other names, does it have a previous name, trading name and/or business name?

☐ Yes, please provide details below☐ No

Previous Name, Trading Name or Business Name Date From Date To

Click here to enter text. Click here to enter a date.


Click here to enter text. Click here to enter a date.


1.16 Please provide details of the Candidate’s directors (add rows as necessary).

Name Position/Title Email Address Date of Appointment

Click here to enter text. Click here to enter text. Click here to enter

text.Click here to enter a date.











☐ Please attach a copy of the register of directors.

☐ Please attach a copy of the passports and proofs of residential address of all directors.

1.17 Please provide details of key personnel/employees (Senior Management including any ‘chief’, ‘head’ or other leader) that are expected to perform the functions and duties for the Candidate as a Sponsor (add additional rows if applicable).



























☐ Please provide passport copies and proof of residential address of key personnel and employee(s) named above.

1.18 Please provide an organogram of the directors, key personnel and employee(s) (Organogram 1) showing all the directors, key personnel and employee(s) of the Candidate (indicating those that are intended to provide Sponsor Services as applicable).

1.19 Please provide details of the shareholders/partners/beneficial owners of the Candidate.

NameStatus

(shareholder/partner/beneficial owner)

Direct Holding/Voting Rights/Control

(%)

Indirect Holding/Voting Rights/Control

(%)Click here to enter text. Click here to enter text. Click here to

enter text.Click here to enter text.

Click here to enter text. Click here to enter text. Click here to










☐ Please attach a copy of the register of shareholders/partners/beneficial owners.

☐ Please provide passport copies and proof of residential address of the shareholders/partners/ beneficial owners who own or exercise control over 25% or more of the voting/controlling rights of the Candidate (as applicable/if not already included).

☐ Please provide an organogram showing the ownership of the Candidate including details of the shareholders/partners/beneficial owners (Organogram 2).

1.20 Are any of the voting/controlling rights of the shareholders/partners/controllers exercised directly or indirectly held through a trust?

☐ Yes, please provide details below☐ No


1.21 Please provide details of the Candidate’s company secretary (add additional rows if applicable).











1.22 Please provide details of any outsourcing arrangements that the Candidate intends to employ in the performance of its Sponsor activities (as per paragraph 3.2 of the Sponsor Rules).



Section 2 – Fitness and ProprietyFor this section the Candidate should be interpreted as including group, subsidiary and/or associated entities/businesses connected to the Candidate as well as the Candidate itself and any previous entities/businesses controlled by the Candidate and any of the Candidate’s shareholders/partners/beneficial owners/key personnel (Senior Management including any ‘chief’, ‘head’ or other leader) over the past 10 years.

2.1 Has the Candidate ever had a receiver or administrator appointed, failed to satisfy a debt adjudged due, or come to a compromise or similar arrangement over a debt with any of its creditors?

☐ No ☐ Yes

2.2 Has the Candidate ever been presented with a petition for bankruptcy or a petition for compulsory winding up or is it aware that such action is pending?

☐ No ☐ Yes

2.3 Has the Candidate ever been subject of a reconstruction, whether as a result of any form of insolvency or otherwise?

☐ No ☐ Yes

2.4 Has the Candidate ever been the subject of any criminal investigations or proceedings?

☐ No ☐ Yes

2.5 Has the Candidate been the subject of any civil investigations or proceedings or arbitration?

☐ No ☐ Yes

2.6 Does the Candidate have any unsatisfied judgments, debts or awards outstanding against it?

☐ No ☐ Yes

2.7 Has the Candidate been convicted of fraud or other dishonesty?

☐ No ☐ Yes

2.8 Has the Candidate ever been convicted of an offence under any type of financial services legislation (whether or not in Gibraltar)?

☐ No ☐ Yes

2.9 Does the Candidate have any material written complaints made against it by its clients or former clients which it has accepted, or which are awaiting determination by, or have been upheld by an ombudsman or court?

☐ No ☐ Yes


2.10 Has the Candidate ever been refused or had revoked, any license, authorisation, registration or other permission granted by a financial services regulator?

☐ No ☐ Yes

2.11 Has the Candidate ever been:

materially criticised in the public domain; censured; disciplined; suspended; expelled; fined; or been subject to any disciplinary intervention by any financial services regulator?

☐ No ☐ Yes

2.12 Has the Candidate ever been found guilty of conducting any unauthorised regulated activities or been investigated for possible conduct of unauthorised regulated activities?

☐ No ☐ Yes

2.13 Has the Candidate ever, after making an application to a regulatory body for:

a license; or authorisation; or registration; or notification; or other permission granted by a regulatory body;

and decided not to proceed with it?

☐ No ☐ Yes

2.14 Is the Candidate currently involved in any proceedings, investigations or other events referred to in any of the questions above that are pending or not yet determined?

☐ No ☐ Yes

2.15 Are there any other significant events which are not covered in questions 2.1 to 2.14 that have occurred in the past relating to the Candidate that are relevant to fitness and propriety?

☐ No ☐ Yes


Explanations

If the answer to any of the questions 2.1 to 2.15 is ‘Yes’, please provide an explanation under a separate cover. Please include:

the question number that the matter relates to; the date of the matter; any amounts involved; the outcome; and an explanation of the circumstance(s).

GBX TAKES NON-DISCLOSURE VERY SERIOUSLY. FAILURE TO DISCLOSE RELEVANT INFORMATION MAY HAVE SERIOUS CONSEQUENCES FOR THE CANDIDATE AND WILL RESULT IN SIGNIFICANT DELAY TO THE APPROVAL PROCESS. IT MAY ALSO CALL INTO QUESTION THE CANDIDATE’S SUITABILITY FOR SPONSOR STATUS.

1


Section 3 – Competence and Compliance

3.1 DUE DILIGENCE

Please provide details of how you undertake Project due diligence in respect of:

(a) Controllers and Senior Management of an Applicant with regard to:

(i) Fitness and propriety;


(ii) Experience, qualifications and competence; and


(iii) Applicable AML/CFT Requirements;


(b) Legal due diligence;


(c) Project due diligence;


(d) Technological due diligence (smart contract design and audit, ITS project technology audit etc); and


(e) Security due diligence (cyber security, data protection systems and systems to prevent hacking etc).


3.2 CORPORATE GOVERNANCE

Please provide details of the policies and procedures you have in place to maintain good corporate governance arrangements. These will establish the system by which the Sponsor firm is run and business overseen, including its structure, processes, culture and strategies. These should include (but are not limited to):

(a) The rules by which authority is exercised and decisions taken and implemented to manage risk types and exposures;


(b) The structure and size of the Candidate’s board of directors, which should collectively possess the necessary skills, experience and knowledge in respect of providing Sponsor Services; and



(c) The values and standards and steps taken to ensure that the Candidate’s obligations to its shareholders/owners are understood and met.


3.3 DIGITAL ASSET EXPERIENCE

Please give details and examples of experience in:

(a) establishing and maintaining digital asset wallets;


(b) related digital asset purchases, sales and transfers; and


This should include the period of time active in this field, indicators of range and number of wallets; volume of transactions and any other relevant information.(c) providing commercial/marketing/other strategic advice to digital asset industry

participants;


This should include the names, dates and details of any Initial Token Sales (ITS) (also known as ICOs) advised, together with details of such activity (this can be in the form of letters of engagement, links, reference contact details or other relevant information).


3.4 CONFLICTS OF INTEREST

The Sponsor must have appropriate policies and procedures in place in relation to the detection, prevention and management of conflicts of interest, including appropriate escalation and notification procedures. As per Sponsor Rule 7.3(b) the Sponsor must take all reasonable steps to reduce the risk arising from the conflict to a minimum.

Please provide details of how you manage conflicts of interest. This should include:

(d) Identifying conflicts;


(e) Managing conflicts;


(f) Disclosure of conflicts; and


(g) Record of conflicts.



Further information regarding management of conflicts of interest can be found at FSC Guidance Note – Managing Conflicts of Interest .


http://www.fsc.gi/uploads/legacy/download/adobe/Investment/MiFID%20Guidance%20Note3-Managing%20Conflicts%20of%20Interest%20and%20related%20Organisational%20Requirements.pdf

http://www.fsc.gi/uploads/legacy/download/adobe/Investment/MiFID%20Guidance%20Note3-Managing%20Conflicts%20of%20Interest%20and%20related%20Organisational%20Requirements.pdf

Section 4 - Supporting Documentation ChecklistPLEASE ENSURE YOU HAVE PROVIDED ALL REQUIRED DOCUMENTATION

Please find below a list of all the supporting documentation required to process an Application for Sponsor Status. Please note that proof of address should be less than 3 months old. Passports should be used instead of ID cards unless the holder comes from an EU country.

Required Documents Section Reference Included Filename

Nominated Person

1 Copy of passport 1.2 ☐

2 Proof of address 1.2 ☐

Corporate Documents

3Certificate of trading name/business name (if applicable)

1.3 ☐

4Copy of Regulatory Authorisation/License (if applicable)

1.4 ☐

5

Certificate of incorporation, formation or establishment (if applicable)

1.11 ☐

6

Memorandum and articles of association or similar such constitutional document

1.12 ☐

7Certificate of previous names and name change (if applicable)

1.15 ☐

Directors

8 Register of directors 1.16 ☐

9 Copy of passport for each director 1.16 ☐


Required Documents Section Reference Included Filename

10 Proof of address for each director 1.16 ☐

Key Personnel/Employees

11 Copy of passport for each key person/employee 1.17 ☐

12 Proof of address for each key person/employee 1.17 ☐

13

Organogram of directors, key personnel and employees (Organogram 1)

1.18 ☐

Shareholders/Partners/Beneficial Owners

14Register of shareholders/partners/beneficial owners

1.19 ☐

15

Copy of passport for each shareholder/partner/beneficial owner who own or exercise control over 25% of more of the voting/controlling rights

1.19 ☐

16

Proof of address for each shareholder/partner/beneficial owner who own or exercise control over 25% of more of the voting/controlling rights

1.19 ☐

17 Ownership organogram (Organogram 2) 1.19 ☐

2


Section 5 - Sponsor Agreement

This Agreement is by and between:

GBX Limited, a company incorporated in Gibraltar with registered company number 116223 and registered address at 741B Europort, Gibraltar (‘GBX’); and the company identified in Section 1 of this Application Form for Sponsor Status (the ‘Sponsor’) (each a ‘Party’ and together the ‘Parties’).

IT IS HEREBY AGREED AS FOLLOWS:

1. Definitions

In this Agreement, unless the context otherwise requires, the terms defined in the Interpretation and General Clauses shall apply.

Agreement means, the Sponsor Rules, the Application Form for Sponsor Status and the Fees Schedule which govern the Sponsor’s access to and use of the GBX Market and the receipt and use of any Service(s);

Change of Control means, in respect of the Sponsor, the occurrence of a change in the person or entity who: (a) directly or indirectly owns or Controls; or (b) is directly or indirectly owned or Controlled by; or (c) is in common ownership or Control, with the Sponsor;

Fees means those fees applicable to the Sponsor as set out in the Fees Schedule;

Confidential Information means the terms, conditions and subject matter of this Agreement and all information disclosed by one Party to the other or otherwise received by the other in the negotiation, entering into and performance of this Agreement, which relates directly or indirectly to that Party or any third party with which it has or proposes to have business dealings and its or their officers, employees, agents, suppliers or customers, including without limitation: the GBX Data and any information within or relating to the same; technical; business and financial information; plans; dealings; trade secrets; inventions; GBX DAX Tokens; research and development; production; business processes; price information; marketing and sales information; designs; product lines and any information which the recipient Party has been informed is confidential or which it might reasonably expect the other Party would regard as confidential but excluding:

i) information: that is already in the public domain; and/orii) which subsequently becomes part of the public domain other than as a result of an

unauthorised disclosure; and/oriii) which is or becomes available to the receiving Party from a third party who is legally entitled

to possess and provide the information to the receiving Party;

Costs means any cost, expense, liability, claim, loss or damage, direct, consequential and/or incidental in nature (including reasonable legal fees);

FSC means the Gibraltar Financial Services Commission and any replacement or equivalent authority fulfilling the regulatory functions of the Financial Services Commission, including if applicable equivalent or analogous regulators in foreign jurisdictions;

GBX Contact means the registered company address of GBX or its designated contact e-mail address as notified to the Sponsor or made available on the GBX Website from time to time;

GBX Data includes any and all data emanating directly or indirectly from the GBX Market including without limitation data created by the Sponsor when accessing the GBX Market;


Initial Term means one year;

Intellectual Property means any and all rights whether registered or unregistered and whether in existence now or in the future including without limitation copyright, trademarks, design rights, patents, utility models, database rights, rights in semiconductor or circuit layouts and the right to have confidential information kept confidential and any other similar or analogous rights and any application or right to apply for registration or renewal of any such rights;

Issuer Terms and Conditions means the terms and conditions entered into between GBX and an Issuer in respect of any Token.

For the purposes of this Agreement, Token means any Token that is sponsored by the Sponsor.

Regulation and Laws means:

i) in respect of GBX any and all laws, statutes, orders, regulations (including without limitation directions of the FSC), directives, edicts, bye-laws, schemes, warrants, instruments, rules of practice and guidelines to which GBX and/or the GBX Market is subject or with which GBX chooses to comply;

ii) in respect of the Sponsor any and all laws, statutes, orders, regulations (including without limitation directions of the FSC), directives, edicts, bye-laws, schemes, warrants, instruments, rules of practice and guidelines to which the Sponsor is subject when accessing and utilising GBX Market; and

iii) in respect of any Client of the Sponsor, any and all laws, statutes, orders, regulations, directives, edicts, bye-laws, schemes, warrants, instruments, rules of practice and guidelines to which the Client is subject;

Rules means the Sponsor Rules and the Privacy Policy (each as updated from time to time) and any other rules which GBX notifies to Sponsors or makes available on the GBX Website from time to time;

Services means those services provided by GBX as set out in the relevant Service Schedule(s) and to which the Sponsor is subscribed from time to time;

Service Schedule(s) means a schedule containing the terms and conditions applicable to a particular Service;

Sponsor Contacts means any of: (i) the Sponsor’s registered company address; or (ii) any postal address or e-mail address which the Sponsor provides as its contact details;

Sponsor Date means the date on which the GBX informs the Sponsor that its Application has been accepted and that it is a Sponsor of GBX;

Term means the duration of this Agreement;

User means a user who subscribes to the GBX Market and which may use the GBX Market to connect with a Sponsor or an Issuer; and

User Terms and Conditions means the terms and conditions for the use of the GBX Website.

2. Interpretation

2.1. In this Agreement a reference to:

2.1.1. a Clause or Schedule is, except where expressly stated otherwise, a reference to a clause of and schedule to this Agreement;

2.1.2. a word importing one gender shall (where appropriate) include any other gender and a word importing the singular shall (where appropriate) include the plural and vice versa; and


2.1.3. any statute or statutory provision includes, except where otherwise stated, the statute or statutory provision as amended, consolidated or re-enacted from time to time, and includes any subordinate legislation made under the statute or statutory provision (as so amended, consolidated or re-enacted).

2.2. The headings in this Agreement are for convenience only and shall not affect its interpretation.

2.3. In the event and to the extent of any conflict of interpretation between this Agreement and the GBX the order of interpretation shall be:

2.3.1. this Application Form;2.3.2. the Fees Schedule;2.3.3. the Interpretation and General Clauses;2.3.4. the Sponsor Rules;2.3.5. the Token Sale Rules;2.3.6. the Exchange Rules;2.3.7. any Service Schedule(s);

3. Term

This Agreement shall commence on and from the Sponsor Date and unless earlier terminated in accordance with the terms of the Agreement shall continue unless terminated in accordance with the terms of the Agreement.

4. Approval and Rules

4.1. The Sponsor hereby agrees:

4.1.1. that GBX may monitor any and all activity on the GBX Market;4.1.2. to provide GBX promptly (as soon as reasonably practicable) on request with all information

requested by GBX for the purposes of assessing the Sponsor’s Approval and/or ensuring compliance with the Agreement and Regulations and Laws from time to time.

4.2. The Sponsor undertakes that any and all information provided to GBX in the Application Form including supplementary information provided in connection with the same and subsequently in accordance with Clause 4 will be complete, accurate, up to date and not misleading in any way.

4.3. The Sponsor acknowledges and agrees that on and from the Sponsor Date and at all times throughout the Term the Sponsor must:

4.3.1. ensure that it implements appropriate procedures and controls to ensure its compliance with the GBX Rules;

4.3.2. comply with the GBX Rules; and4.3.3. comply with Regulation and Laws and in all cases GBX shall determine in its absolute

discretion whether the Sponsor is in compliance with this Clause 4.3.

5. Sponsor’s Obligations

5.1. The Sponsor shall provide GBX with prior written notice (or if not possible as much notice as is possible):

5.1.1. of any name change;5.1.2. of any change of Control;5.1.3. of any material change in business or financial condition; and/or5.1.4. in the event the Sponsor becomes or is deemed insolvent, or has a receiver, administrative

receiver, administrator or manager appointed of the whole or any part of its assets or


business; or takes or suffers any similar or analogous procedure to any of the aforementioned events or is unable to pay its debts as they fall due.

5.2. The Sponsor agrees to ensure that full and accurate records are kept so that the Sponsor can demonstrate its compliance with the GBX Rules to GBX Limited insofar as they are applicable to them, and to any relevant regulatory or governmental authorities, including the Regulatory Authority, upon request.

5.3. The Sponsor agrees that with respect to any future client it presents to GBX it will:

5.3.1. determine that the Sponsor is sufficiently independent to provide Sponsor Services before accepting an engagement from a Client, and that the Sponsor avoids conflict of interest that could adversely affect its ability to perform its Sponsor Services and any other functions to a Client under the Sponsor Rules.

5.3.2. use all reasonable endeavours to ensure that the engagement will not lead to the Sponsor being associated in any way with any activity that:

5.3.2.1. would not comply with the GBX Rules; 5.3.2.2. involves a breach of:

(i) AML/CTF Requirements; or(ii) the laws of Gibraltar; or the jurisdictions in which the Sponsor and/or the Client operates or

plans to operate.(iii) verify the identities of its Clients’ Controllers and Senior Management and confirm that those

identities are true;

5.3.3. ensure that its Clients are informed and advised on the application of the GBX Rules, including in respect of the Admission process and all Continuing Obligations insofar as they are applicable to them;

5.3.4. conduct due diligence of an application for Admission or Access in accordance with the Due Diligence Procedure Guidelines, and only once satisfying itself of an application’s legitimacy and compliance with the GBX Rules, submit the application for Admission or Access, with all supporting documents, including Whitepapers, Terms and Conditions, and due diligence reports to GBX Limited in accordance with the GBX Rules insofar as they are applicable.

5.3.5. satisfy itself, to the best of its knowledge and belief, having made due and careful enquiry that:

(i) its Clients and its Clients’ Senior Management understand their responsibilities and obligations under the GBX Rules;

(ii) its Clients are in compliance with the GBX Rules and any other additional requirements imposed by GBX Limited insofar as they are applicable to them;

(i) in respect of an application for Admission or Access, there are no matters other than those disclosed in the Whitepaper or otherwise to GBX Limited that are material to that application;

(ii) the Client’s sources of its funds are legitimate, specifically with regard to financial crime risks such as money laundering and terrorist financing;

(iii) the Client’s Project has credible viability;(iv) the Client’s financial and non-financial resources are sufficient to execute their Project and

that if such resources are not at hand at the inception of the Project the Client has a viable plan in order to secure such resources; and

(v) the nature of the Client’s proposed activities and the risks that arise from those activities are proper and measured.

5.3.6. have appropriate policies and procedures in place in relation to the detection, prevention and management of conflicts of interest. This will include appropriate escalation and notification procedures and take all reasonable steps to reduce the risk arising from the conflict to a minimum, including:

(i) the use of different employees for different Clients;


(ii) imposing information barriers, to prevent the leakage of confidential information;(iii) periodic review of the situation by Senior Management that are not involved with the Client

engagements; and(iv) advising the Client to seek additional independent advice (as relevant).

5.3.7. have in place procedures and, where relevant, appropriate contractual arrangements:

(i) to supervise the security and functionality of a Clients’ smart contracts and related technology;

(ii) for its Clients to periodically report to the Sponsor on the status of the Project; (iii) to receive board minutes and resolutions from its Client;(iv) to obtain financial statements from its Client and to be keep up to date with an Clients

financial resources; (v) to inform GBX Limited immediately of any changes to the corporate structure of an Client; and(vi) to identify activities and risks arising from Client engagements, including risks associated with

relevant financial crime regulations.

5.3.8. retain for a period of six years all documents relating to the provision of Sponsor Services to a Client, including:

(i) due diligence documents and assessments obtained with regard to financial crime risks such as AML/CTF Requirements;

(ii) conflict of interest documents;(iii) executed engagement letters;(iv) organisation charts showing the Client’s corporate structure, the roles and responsibilities of

the Client’s Controllers and Senior Management;(v) third party reports;(vi) financial statements; and(vii) any other applicable material documents relating to the Client and its Project.

5.3.9. not hold nor maintain assets on behalf of its Clients including, but not limited to, digital assets and money unless authorised to do so.

6. Data Protection

6.1. Each Party agrees that, in the performance of its respective obligations under this Agreement, it shall comply with the provisions of the Gibraltar Data Protection Act 2004 (the ‘Act’) and the General Data Protection Regulation (the ‘Regulation’). Where used in this clause, the expressions ‘personal data’, ‘data controller’, ‘data processor’ and ‘data subject’ shall bear their respective meanings given in the Act and the Regulation.

6.2. Each Party warrants that:

6.2.1. to the extent that such Party acts as a data processor in respect of personal data, it shall process such personal data strictly in accordance with the terms of this Agreement; and

6.2.2. to the extent that such Party acts as a data controller in respect of personal data, it has made the appropriate notifications, has complied with the notification provisions under Part III of the Act in respect of its use of such personal data, and that performance of its respective obligations hereunder shall not breach or otherwise contravene such notification.

7. Suspension of Agreement

7.1. GBX may suspend provision of the GBX Market, the Services and/or the Sponsor at any time by providing written notification (including by e-mail) to a Sponsor.

7.2. GBX may suspend a Token from the GBX Market at any time arising from breach of the Issuer Terms and Conditions. The Sponsor shall be required to assist Issuers to comply with the Issuers Terms and Conditions.


7.3. GBX may suspend a Sponsor’s access to or use of the GBX Market, the Services and/or the Sponsor at any time and without incurring any liability to the Sponsor:

7.3.1. if permitted by the Agreement;7.3.2. if reasonably necessary (as deemed in the sole opinion of GBX) to ensure compliance with

Regulation and Laws;7.3.3. if reasonably necessary (as deemed in the sole opinion of GBX) to ensure the integrity,

security, availability and/or running of the GBX Market; or7.3.4. during the investigation of a suspected breach of the Agreement by the Sponsor, provided

that such suspension shall only be for the course of the investigation and a reasonable period thereafter. If the breach is shown to have occurred, GBX may terminate the Agreement immediately without further obligation to the Sponsor.

8. Termination

8.1. Subject to Clause 8.3 the Agreement and the Sponsor’s Status may be terminated:

8.1.1. at will, by either Party giving the other Party at least three months’ written notice at any time; 8.1.2. immediately by either Party on written notice if the other Party is in material breach of the

Agreement (including repeated breaches which in aggregate constitute a material breach) and (where the matter is capable of remedy) has failed to remedy such default or breach within thirty days after the date on which notice requiring such remedy is served on the defaulting Party;

8.1.3. immediately by either Party on written notice if the conduct of the other Party (whether acting directly or through another person) constitutes an offence under Part 24 (Bribery Offences) of the Gibraltar Crimes Act 2011;

8.1.4. immediately by either Party on written notice if the other Party is adjudged insolvent or bankrupt, or upon the institution of any proceedings by it seeking relief, reorganisation, arrangement or equivalent under any laws relating to insolvency or if an involuntary petition in bankruptcy or insolvency or a receiver, manager, administrator or like person is appointed and such petition or appointment is not discharged within thirty days of being made, or upon any assignment-for the benefit of a party’s creditors;

8.1.5. immediately by GBX on written notice to the Sponsor if at any time the Sponsor:

(i) undergoes a change of Control or if any of the circumstances in Clause 5 occur;(ii) is in breach of Clauses relating to: Sponsor’s Obligations, Data Protection and Payment, Set

Off and Tax; (iii) is engaged in activities that GBX reasonably determines to be detrimental to the business of

GBX;(iv) in GBX’s sole discretion, poses a credit risk to GBX or any other Sponsors or customers of

the GBX Market; and/or

8.1.6. by the Sponsor, if at any time GBX:

(i) increases the Fees in accordance with Clause 10.3, by the provision of at least thirty days written notice to GBX, such termination to be effective on the date on which Fees increase would have become effective; or

(ii) makes material changes to the Agreement and/or the GBX Market and/or Services in accordance with Clause 17, by the provision of at least thirty days written notice (unless such notice is not possible in which case as much notice as is reasonably practicable) to GBX, such termination to be effective on the date on which such changes would have become effective.

8.2. GBX may terminate the Agreement immediately if GBX is to cease or ceases generally to provide the GBX Market or the Services or any part of them. In such circumstances GBX will use all reasonable endeavours to provide the Sponsor with written notice as soon as reasonably practicable.


8.3. The expiry or termination of this Agreement for any reason shall not give either Party the right to claim any compensation, indemnity or reimbursement whatsoever from the other by reason of such termination, but termination shall be without prejudice to any rights or remedies available to, or any obligations or liabilities accrued to, either Party at the effective date of termination.

9. Post Termination

9.1. On termination and/or expiry of the Agreement for any reason, the Sponsor shall:

9.1.1. within thirty days on and from the applicable termination and/or expiry date pay any sum due to GBX in full;

9.1.2. cease to access and utilise the GBX Market and any Services immediately;9.1.3. expunge from its systems and records all copies of the GBX Data, except to the extent

explicitly required for regulatory compliance; and9.1.4. remain subject to the terms of the Agreement until such time as GBX is satisfied that the

Sponsor has satisfied that the Sponsor has met all of its outstanding obligations and fully enabled GBX to comply with Regulation and Laws.

10. Payment, Set Off and Tax

10.1. In accordance with the payment terms in the Application, GBX shall charge the Sponsor, and the Sponsor shall pay:

10.1.1. the Application Fee; and10.1.2. the Token Sale Fees (as applicable).

10.2. The Sponsor acknowledges and accepts that the Application Fee is non-refundable irrespective of whether the application for Sponsors Status is successful or unsuccessful and for whatever reason.

10.3. GBX may increase the Fees at any time by the provision of at least ninety days’ notice to the Sponsor.

10.4. The Sponsor shall assume full and complete responsibility for the payment of any taxes, fees or assessments imposed on the Sponsor by any foreign or domestic national, state, provincial or local government bodies, or subdivisions thereof, and any penalties or interest, (other than income taxes imposed on GBX) relating to the provision of the GBX Market and the Services to the Sponsor, including without limitation any applicable value added tax or sales taxes (‘VAT’) as may be applicable. All fees are exclusive of VAT or any other similar tax or levy which may be payable thereon. Such taxes or levies will be added to GBX’s invoices, as appropriate, at the base rate prescribed by legislation. If the Sponsor is required under applicable law to deduct or withhold any such tax, charge or assessment from the Fees, then such amount shall be increased so that the net amount actually received by GBX after the deduction or withholding of such tax, charge or assessment, will equal one hundred per cent (100%) of the Fees.

10.5. All Fees are payable by the Sponsor within thirty days of the date of GBX’s invoice. GBX may add interest on overdue payments at Barclays Bank PLC base rate (from time to time) plus four per cent, calculated on a daily basis.

10.6. All Fees are payable by the Sponsor in full without deduction, withholding, set-off or counterclaim for any reason whatsoever, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, save as may be required by law.

10.7. If the accuracy of any invoice is contested, payment of the amount not in dispute shall be made pending reconciliation of the reported discrepancy.


11. Tokens

11.1. A Sponsor shall procure that its Clients agree to:

11.1.1. be contacted by Users who use the GBX Market; and 11.1.2. to comply with the Issuer Terms and Conditions.

12. Sponsors’ Identity; Use of Sponsors’ Data

GBX may, in its sole discretion, publish a list of Sponsors, Issuers and/or Tokens from time to time.

13. Limitation of Liability

13.1. GBX does not exclude or in any way limit liability for:

13.1.1. fraud; or 13.1.2. death or personal injury caused by GBX’s negligence; and/or 13.1.3. any liability to the extent the same may not be excluded or limited as a matter of law.

13.2. Subject to Clause 13.1, GBX excludes all liability in connection with any transaction, arrangement or any other agreement entered into between a User and the Sponsor or the Sponsor and its Client and the Sponsor hereby acknowledges and agrees that it is solely responsible for carrying out know-your-customer checks and/or carrying out due diligence of its Clients.

13.3. Subject to Clause 13.1, GBX shall not be liable to the Sponsor, under or in connection with the terms of the Agreement for any and all of the following, howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the Parties to the Agreement and whether arising out of breach of contract, tort (including negligence), breach of statutory duty, indemnity or otherwise:

13.3.1. management time;13.3.2. trading losses;13.3.3. loss of income;13.3.4. loss of actual or anticipated profits; 13.3.5. loss of business; 13.3.6. loss of contracts; 13.3.7. loss of goodwill or reputation; 13.3.8. wasted expenditure;13.3.9. loss of opportunity;13.3.10. loss of anticipated savings; 13.3.11. loss of, damage to or corruption of data; or 13.3.12. indirect or consequential loss or damage of any kind.

13.4. Subject to Clauses 13.1, 13.2, and 13.3, GBX’s entire liability howsoever arising and whether arising out of breach of contract, tort (including negligence), breach of statutory duty, indemnity or otherwise to the Sponsor and/or any other person in respect of any claims or losses of any nature, arising directly or indirectly, from the Agreement shall be limited in respect of all incidents or series of incidents occurring in any one calendar year, to the greater of the Fees paid and /or payable in the calendar year in question.

13.5. The Sponsor hereby acknowledges and agrees that it shall bring any claim arising under or relating to the Agreement within six months from the date of the claim arising, or, if later, within six months from the date the Sponsor first became aware of the matters leading to the claim, and failure to do so shall result in any such claim automatically and irrevocably expiring.


14. Warranties

14.1. GBX represents and warrants that it has all rights, authority and licenses to provide the GBX Market and the Services to the Sponsor.

14.2. The Sponsor warrants that it has full power and authority to enter into and perform this Agreement, and that its entry into and performance of this Agreement will not infringe the rights of any third party or cause it to be in breach of any obligations to a third party.

14.3. The Sponsor undertakes that it shall not, during the term of this Agreement, enter into any contract or accept any obligation inconsistent or incompatible with its obligations under this Agreement.

14.4. The Sponsor hereby acknowledges and agrees that, subject to Clause 14.1 the GBX Market and the Services are provided ‘as is’ and on an ‘as available’ basis. GBX does not guarantee the accuracy, timeliness, completeness, performance or fitness for a particular purpose of the GBX Market and the Services. No responsibility is accepted by or on behalf of GBX for any errors, omissions, or inaccuracies in the Services. GBX accepts no liability for the results of any acts or omissions taken on the basis of the GBX Market and the Services.

14.5. The Sponsor represents and warrants that its use of the GBX Market and the Services is in compliance with any applicable Regulation and Laws.

14.6. Except as explicitly stated to the contrary in this Agreement the Sponsor hereby acknowledges and agrees that all warranties, conditions, representations and terms, whether express or implied by statute, common law or otherwise, with respect to the GBX Market and/or Services, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy are excluded from the terms of the Agreement to the maximum extent that they may be excluded as a matter of law.

14.7. The Sponsor also hereby acknowledges that GBX is not an EU regulated market for trading financial instruments under the Markets in Financial Instruments Directive (2004/39/EC nor 2014/65/EU) and that Sponsors are responsible for ensuring that neither they nor their Controllers suggest otherwise to any Client, User or other person. GBX is not responsible for determining the extent, if any, to which it may be regarded as recognised, regulated or designated as a blockchain exchange or similar for any purpose in any jurisdiction.

14.8. The Sponsor is responsible for ensuring that neither an Issuer nor its Controller will breach any Regulations or Laws including, but not limited to, any EU Sponsor State Regulations or Laws implementing the Alternative Investment Funds Managers Directive (2011/61/EU) or relating to the marketing, promotion, offering, or sale of collective investment schemes.

15. Indemnities

15.1. The Sponsor agrees to indemnify and hold harmless GBX and its Affiliates (‘Indemnified Parties’) from and against any and all Costs to which any Indemnified Party may become subject which arises out of any breach by the Sponsor or any of its Tokens of any of the terms of this Agreement.

15.2. Subject to Clauses relating to Limitation of Liability, GBX agrees to indemnify the Sponsor from and against any action or claim that the Sponsors’ use of the GBX Market in accordance with the terms and conditions of this Agreement is held finally by a court of law to infringe the Intellectual Property rights of a third party (‘IPR Claim’) and shall indemnify the Sponsor from and against any and all direct and reasonable Costs finally awarded in a court of law against the Sponsor as a direct result of any IPR Claim arising from the actions of GBX provided that the Sponsor:


15.2.1. notifies GBX in writing of the IPR Claim immediately on becoming aware of it;15.2.2. grants sole control of the defence of the IPR Claim to GBX;15.2.3. gives GBX all reasonable assistance including but not limited to giving GBX complete and

accurate information and full assistance to enable GBX to settle or defend the IPR Claim; and15.2.4. shall mitigate its losses to the maximum effect practicable in the circumstances.

15.3. GBX may alter, remove or replace the GBX Market and/or any Services at its sole option at any time.

16. Confidentiality

16.1. Each of the Parties undertakes to maintain and procure the maintenance of the confidentiality of Confidential Information at all times and to keep and procure the keeping of all Confidential Information secure and protected against theft, damage, loss or unauthorised access, and not at any time, whether during the term of this Agreement or at any time thereafter, without the prior written consent of the other Party directly or indirectly, to use or authorise or permit the use of or disclose, exploit, copy or modify any Confidential Information, or authorise or permit any third party to do the same, other than for the sole purpose of the performance of its rights and obligations hereunder.

16.2. Each of the Parties undertakes to disclose Confidential Information only to those of its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under this Agreement, and to procure that such officers, employees, agents and contractors are made aware of and observe the confidentiality obligations in these Clauses relating to Confidentiality.

16.3. Each Party shall indemnify the other Party for any and all loss or damage incurred by the other Party as a result of any breach by the indemnifying Party or its officers, employees, agents or contractors, of any of its or their obligations under these Clauses relating to Confidentiality.

16.4. Each Party may disclose Confidential information to a professional advisor as reasonably required provided always that any such professional adviser to whom Confidential Information is disclosed is subject to obligations of confidentiality of at least as high a standard as these imposed on the receiving Party under these Clauses relating to Confidentiality.

16.5. Upon termination or expiry of this Agreement, each Party shall at the option of the disclosing party return, or upon request erase and or destroy, all confidential and other material provided to the other in connection with this Agreement within five business days of such request and in each such case shall certify in writing that it has done the same.

16.6. Each Party may disclose Confidential Information of the other Party as may be required by law, regulation or order of a competent authority to be disclosed by the receiving Party, provided that, to the extent practicable and permissible in the circumstances, the disclosing Party is in each case given reasonable advance notice of the intended disclosure and a reasonable opportunity to challenge the same.

17. Amendments

17.1. GBX reserves the right to alter, amend and vary the Services, GBX Market and/or Agreement at any time. GBX:

17.1.1. may make minor and/or technical changes without notice; and17.1.2. shall give the Sponsor as much notice of material changes as is reasonably practicable in the

circumstances.

17.2. If the Sponsor is not satisfied with material changes notified in accordance with Clause 17.1.1, the Sponsor may terminate the Agreement on the date on which such revision would


have become effective by giving notice prior to the effective date of the revision coming into effect.

18. Severability

If any term of this Agreement is found to be illegal, invalid, or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms be deemed omitted from the Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.

19. Assignment

19.1. The Sponsor may not transfer, novate or assign this Agreement or any of its rights or obligations hereunder to a third party without the prior written consent of GBX.

19.2. GBX may novate, transfer or assign all or any of its rights and/or obligations under this Agreement and will provide notice to the Sponsor of the same.

20. Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations hereunder so long as that delay or failure is the result of an event beyond its reasonable control. Notwithstanding the foregoing, the Sponsor agrees and acknowledges that its settlement obligations cannot be waived under this, or any other, provision in this Agreement and that the Sponsors’ absolute and unconditional settlement obligations as defined herein shall remain in full force and effect.

21. Notices

Whenever any notice or other communication is given by one Party to the other, such notice shall be in writing and shall be delivered by e-mail or registered or certified mail, return receipt requested, to the GBX Contact or the Sponsor Contact (as appropriate). Notices properly given in accordance with this clause shall be effective on the date actually received.

22. Privacy Policy

The Sponsor shall provide certain personal information to GBX as requested and acknowledges that this is necessary for the provision of the GBX Market and the Services. GBX will treat any personal information collected in accordance with its Privacy Policy.

23. Entire Agreement

This Agreement contains all the terms agreed between the Parties regarding its subject matter (subject to the Parties agreeing any Service Schedule(s) after the date of this Agreement) and supersedes any prior agreement, understanding or arrangement between the Parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the Parties prior to this Agreement except as expressly stated in this Agreement. Neither Party shall have any remedy in respect of any untrue statement made by the other upon which that Party relied in entering into this Agreement (unless such untrue statement was made fraudulently or was as to a fundamental matter including as to a matter fundamental to the other Party’s ability to perform its obligations under this Agreement) and that Party's only remedies shall be for breach of contract as provided in this Agreement.

24. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

25. Survival


The terms and conditions of Clauses relating to Interpretation, Data Protection, Post Termination, Payment, Set Off and Tax, Limitation of Liability, Indemnities, Confidentiality, Notices, Survival, Rights of Third Parties and Governing Law shall survive any termination, cancellation, replacement, expiration, or modification of this Agreement.

26. Waiver

Any waiver by the other Party in writing of any of the other Party’s obligation hereunder, or any failure to insist upon strict compliance with any obligation shall not operate as a waiver of, or estoppel with respect to any subsequent or other failure.

27. Rights of Third Parties

Save in respect of the rights of the Indemnified Parties to enforce any of the provisions of this Agreement expressly or impliedly for their benefit, nothing in this Agreement is intended for the benefit of any third party, and the Parties do not intend that any term of this Agreement should be enforceable by a third party. The Parties to this Agreement may by written agreement rescind or vary any term of this Agreement without the consent of any third party.

28. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Gibraltar and each Party hereby submits to the exclusive jurisdiction of the Gibraltar Courts.


Section 6 – Declaration

1. We / I declare that the information contained in the Application Form for Sponsor Status is complete and correct in all material respects.

2. We / I declare that the Candidate/Sponsor, its director(s), officer(s), Nominated Person, key personnel and employee(s) named in Section 1 of the Application Form, are aware of the provisions of the Sponsor Rules, the Sponsor Agreement (Section 5 of the Application Form) and the GBX Rules generally and have complied with and will continue to comply with and be bound by all such relevant provisions.

3. We / I declare that the Candidate/Sponsor shall be responsible for and be bound by all the actions and omissions of its director(s), officer(s), Nominated Person, key personnel and employee(s) in their activities in connection with GBX.

4. We / I declare that the Candidate/Sponsor shall conduct its business with honesty and integrity, and act fairly and professionally in all matters relating to the Sponsor Services.

5. We / I declare that the Candidate/Sponsor shall act in all respects with due care, skill and diligence in respect of all activities in connection with GBX.

6. We / I declare that the Candidate/Sponsor shall at all times (whether in relation to Sponsor Services or otherwise) act so as to uphold the integrity of the GBX Market and the reputation of GBX.

7. We / I declare that the Candidate/Sponsor shall avoid conflicts of interest that could adversely affect its ability to perform the Sponsor Services and any other function of the Sponsor Rules.

8. We / I declare that the Candidate/Sponsor shall at all times (whether in relation to Sponsor Services or otherwise) deal with GBX in an open and co-operative way.

9. We / I declare that the Candidate/Sponsor shall perform its obligations in relation to Sponsor Services promptly, and within any specific time for performance expressly stated.

10. We / I declare that the Candidate/Sponsor shall keep GBX notified of any significant changes in the information supplied in this Agreement which occur after the date of submission of the application and prior to receiving notification of GBX’s decision.

Name: Click here to enter text.

Signature:

Position: Click here to enter text.


Signed on behalf of: enter name. on Click here to enter a date.
