The following Agreement is split into two elements: (i) a “Subscription Agreement” relating to the sale of Invacio Tokens (Block-chain Tokens), referred to as ‘Coins’ or ‘Invacio Coins’; and (ii), a second element relating to the ‘Gifting’ of Invacio Holdings (UK) Ltd C-Class Stock (“Class C Shares”, “Class C” or “C shares”) allocations via their current Offshore Holding Corporation Invacio (AAP) Holdings Ltd, The Share Gifting is Equity in the the Main UK Limited Company, by William J D West, CEO of Invacio, thus it's holding companies and subsidiaries, Enterprises or Ventures are included in the Gifting as full assets of Invacio Holdings (UK) Ltd .
Invacio Holdings (UK) Ltd and its subsidiaries Invacio (AAP) Holdings Ltd and Invacio Holdings (HK) Ltd , or any Offshore Holding Company, Subsidiary or Enterprise that will be utilised to administered and to allow funds as well as coins to be collected and distributed in full accordance with the regulations of all relevant jurisdictions.
Part One : Invacio (AAP) Holdings LTD | ICO.
INVACIO (AAP) HOLDINGS LTD.
Last Updated: November 3, 2017This Subscription Agreement (the “Agreement”) is made between Invacio (AAP) Holdings Ltd (the “Issuer”) and the undersigned subscriber (the “Undersigned” or “you”). Pursuant to this Agreement, and subject to its terms and conditions, the Issuer agrees to sell to the Undersigned, and the Undersigned agrees to purchase, that certain number allocated to the Undersigned by the Issuer, in its absolute discretion, of Invacio (AAP) Holdings Ltd digital tokens (the “Tokens”) designed to reflect an indirect fractional non-voting economic interest in the Issuer’s sole asset, the sole limited partnership interest in Invacio (AAP) Holdings Ltd or that of Invacio Holdings (UK) Ltd or Invacio Holdings (HK) Ltd or any Subsidiary, Holding Company or Enterprise will be commonly referred to in this contract as (“Invacio”). The purchase price of such a Token starting at $0.30, and shall rise by increments to the value of $1.40 per Token.IMPORTANT INFORMATION: PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY. YOU MAY LOSE ALL AMOUNTS PAID FOR THE TOKENS AND THE TOKENS MAY HAVE NO VALUE. THE ISSUER RESERVES THE RIGHT TO REFUSE OR CANCEL TOKEN PURCHASE REQUESTS AT ANY TIME IN ITS SOLE DISCRETION. PURCHASERS WHO PURCHASED TOKENS EARLIER THAN YOU MAY HAVE PURCHASED TOKENS AT A LOWER PRICE THAN THE PRICE OFFERED TO YOU. THE ISSUER DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY. WITH RESPECT TO THE SMART CONTRACT (AS DEFINED BELOW) AND THE TOKENS. THE ISSUER SPECIFICALLY DOES NOT REPRESENT OR WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON- INFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. THE UNDERSIGNED DISCLAIMS ANY RIGHT OR CAUSE OF ACTION AGAINST THE ISSUER OF ANY KIND IN ANY JURISDICTION THAT WOULD GIVE RISE TO ANY DAMAGES OR LIABILITY WHATSOEVER ON THE PART OF THE ISSUER. NONE OF THE ISSUER,INVACIO LTD NOR THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE TO THE UNDERSIGNED FOR ANY TYPE OF DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY (INCLUDING DAMAGES FOR LOST PROFITS, GOODWILL, USE OR DATA) EVEN IF AND NOTWITHSTANDING THE EXTENT TO WHICH THE ISSUER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE UNDERSIGNED AGREES NOT TO SEEK ANY REFUND, COMPENSATION OR REIMBURSEMENT FROM THE ISSUER OR INVACIO LTD OR THEIR RESPECTIVE AFFILIATES, REGARDLESS OF REASON, AND REGARDLESS OF WHETHER THE REASON IS IDENTIFIED IN THIS AGREEMENT.The Undersigned represents and warrants to the Issuer as follows:
Part Two : Invacio Holdings (UK) Ltd Gifted Equity Terms.Total Number of Class C Shares: 30,000,000. The remaining 24,900,000 Class C Shares, will be obtained on completion of the Pre-Sale ICO by conversion of a percentage of William J D West’s Class A or B Shares, bringing the total number of Class C shares to 54,900,000, equivalent to 3% of the companies equity. Par Value: Each Invacio Class C Share has a par value of £0.01, for a total Class C Share par value of £549,000. Total Class C Share Representation in General Invacio Share Structure: 54,900,000 Class C Shares currently represent 3% of Invacio’s total value, with the remainder represented by Ordinary and B Class A Shares, whose number, par value, and ownership of record can be viewed at Companies House, UK. Invacio’s Board of Directors may increase the number and/or structure of shares at any future time, in accordance with UK Law. Convertibility of Shares: Invacio Class C Shares are not convertible or exchangeable for any other Class of Invacio Shares at this time. This may be amended by the Board of Directors at any future time. Voting Privileges: Class C Shares do not have voting privileges at shareholder meetings nor in any elections. Dividend Allocation: Class C Shares will participate in dividend distributions as approved by the Board of Directors. Transfer of Ownership: Class C Shareholders may transfer, sell, deed, or otherwise relinquish ownership of their shares under the regulations that govern shares under UK Law. Alienation of Ownership Rights of Class C Shareholders: Owners of Invacio Class C Shares shall not forcibly be made to relinquish ownership except as allowed by UK Law, however in exterminating circumstances where the board has decided to take an action in the best interest of Invacio and that of the shareholders, such as a acquisition of Invacio Ltd with a premium set by the board to compensate holders of Invacio C Class Stock. Residual Value in case of Liquidation: In case of Invacio’s liquidation, Class C Shareholders will have the right to residual value of any remaining assets after all other obligations and debts have been satisfied, including but not limited to Ordinary and B Class A shareholders. Acceptance of Terms and Conditions: This document shall accompany all assignment(s) of Invacio Class C Shares. Acceptance of the Class C Shares by the shareholder implies acceptance of the conditions as stated herein.