(c) Taxes, Liens, and Claims of Lien. Pay and discharge when due and before they become delinquent any Founder Developer indebtedness and obligations of every kind and nature, including, without limitation, all taxes, assessments, governmental charges, levies, and claims (including all claims for labor done and materials and services furnished in connection with the Project) that, if not paid, are or might become a lien, claim of lien, or charge upon all or any portion of the Real Property or any attached Mineral Rights and/or Mineral Interest other than Exist Crypto AVEC, Founder Developer shall (i) cause all such claims to be fully paid and discharged in a timely manner; (ii) diligently file or procure the filing of a valid notice of completion of the Improvements, or such comparable document(s) as may be permitted under applicable lien laws; (iii) diligently file or procure the filing of a notice of cessation, or such comparable document(s) as may be permitted under applicable lien laws, if there is a cessation of labor on the Project for a continuous period of thirty (30) days or more; and (iv) take all steps necessary to remove or satisfy all liens and claims of lien arising from such claims. However, Founder Developer shall not be required to pay and discharge any such indebtedness, obligation, tax, assessment, charge, levy, or claim so long as (i) Founder Developer is in good faith contesting the indebtedness, obligation, tax, assessment, charge, levy, or claim by appropriate proceedings filed and asserted in a timely and proper manner; and (ii) has either established a bond, deposited funds sufficient to pay, or established on its books adequate reserves in accordance with GAAP with respect to, such contested indebtedness, obligation, tax, assessment, charge, levy, or claim. If the indebtedness, obligation, tax, assessment, charge, levy, or claim does become a lien, claim of lien, or charge upon all or any portion of the Real Property or attached Mineral Rights and/or Mineral Interests, any Improvements to the Real Property, or any of Founder Developer’s assets, income, or profits, then Exist may demand that Founder Developer take such action or actions as may be necessary to remove or satisfy the lien, claim of lien, or charge if Exist reasonably believes that the lien, claim of lien, or charge has or may have (i) priority over Exists Reservation Interest described in this Agreement. If Founder Developer fails to remove any such lien, the claim of lien, or charge which it is required to discharge as provided above within ten (10) days of written notice from Exist to Founder Developer, then Exist may (i) pay such lien, the claim of lien, or charge as an expense on Founder Developer’s behalf, in which case the payment will be considered a loan paid by Exist that is subject to a five percent (5%) fee of the amount paid plus interest accruing on the loan at a rate of twelve (12%) percent per annum until Founder Developer has paid back the loan in full to Exist.
(d) Performance. Perform and comply, in all material respects and in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all other instruments and agreements between Exist and Founder Developer. Exist shall notify Founder Developer immediately in writing of any default in connection with this Agreement.
(e) Notices of Claims and Litigation. Promptly inform Exist in writing of (i) all material adverse changes in Founder Developer’s financial condition; and (ii) all existing and all threatened litigation, claims, investigations, administrative proceedings, or similar actions affecting the Real Property and attached Mineral Rights and/or Mineral Interests which could have a material adverse effect on the Real Property, attached Mineral Rights and/or Mineral Interests, any Collateral, or the financial condition of Founder Developer, any Guarantor, or any Collateral.
Exist Founder Developer License Agreement - Founder Developer Initials
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9. EXIST AFFIRMATIVE COVENANTS. Exist covenants and agrees with Founder Developer that during the course and duration of this Agreement, Exist will:
(a) Evidence of Authority. Provide to Founder Developer such properly certified resolutions, authorizations, documents, and instruments as Founder Developer may reasonably request from time to time, including, for example, resolutions that (i) designate those persons authorized to sign and deliver this Agreement and any subsequent Related Documents on behalf of Exist; and (ii) ratify and confirm actions previously taken by or on behalf of Exist.
(b) Fees and Expenses. Pay upon written demand any title examination fees, title insurance premiums, appraisal fees, survey costs, inspection fees, filing and recording fees, and filing and recording taxes (including recordation, intangible, mortgage, and documentary stamp taxes) as agreed to between the parties and in this Agreement.
(c) Taxes, Liens, and Claims of Lien. Pay and discharge when due and before they become delinquent any Exist indebtedness and obligations of every kind and nature, including, without limitation, all taxes, assessments, governmental charges, levies, and claims (including all claims for labor done and materials and services furnished in connection with the Project) that, if not paid, are or might become a lien, claim of lien, or charge upon all or any Exist entity. Exist shall (i) cause all such claims to be fully paid and discharged in a timely manner; and (ii) take all steps necessary to remove or satisfy all liens and claims of lien arising from such claims. However, Exist shall not be required to pay and discharge any such indebtedness, obligation, tax, assessment, charge, levy, or claim so long as (i) Exist is in good faith contesting the indebtedness, obligation, tax, assessment, charge, levy, or claim by appropriate proceedings filed and asserted in a timely and proper manner; and (ii) has either established a bond, deposited funds sufficient to pay, or established on its books adequate reserves in accordance with GAAP with respect to, such contested indebtedness, obligation, tax, assessment, charge, levy, or claim. If the indebtedness, obligation, tax, assessment, charge, levy, or claim does become a lien, claim of lien, or charge upon all or any of Exist’s assets, income, or profits, then Founder Developer may demand that Exist take such action or actions as may be necessary to remove or satisfy the lien, claim of lien, or charge.
(d) Performance. Perform and comply, in all material respects and in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all other instruments and agreements between Founder Developer and Exist. Founder Developer shall notify Exist immediately in writing of any default in connection with this Agreement.
(e) Notices of Claims and Litigation. Promptly inform Founder Developer in writing of (i) all material adverse changes in Exist’s financial condition; and (ii) all existing and all threatened litigation, claims, investigations, administrative proceedings, or similar actions affecting any Exist entity.
Exist Founder Developer License Agreement - Founder Developer Initials
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10. MARKETING DEVELOPMENT PLAN. Founder Developer shall use reasonable efforts to grow and market the EXIST family of entities including Exist Crypto Inc., the Worldwide Homeowners Association Inc., (“WHOA”), and Credible You Inc. a virtual marketplace (“Credible You”). In order to effectuate the growth of these entities, Founder Developer agrees to find strategic founder developer partners to Exist. In the event that Founder Developer identifies and retains a new founder developer for Exist, in addition to the consideration outlined under Section 2 of this Agreement, Exist shall compensate Founder Developer on each new founder developer member that Founder Developer brings to Exist as follows:
10.1 Every founder developer that contracts with Exist as a licensed founder developer shall automatically and voluntarily annex and place at least one (1) real property they own into WHOA under a Exist to Build Contract and will participate as an Owner Builder and WHOA Marketer, in Exist Crypto AVEC Equity Conversion on all or a portion of that Founder Developer’s equity in the subject Real Property they bring with them at time of registration.
10.2 Exist shall compensate Founder Developer for their marketing efforts according to the Compensation Plan outlined under Exhibit B.
11. COVENANTS REGARDING FINANCIAL INFORMATION. Both parties agree that they will:
(a) Financial Records. Maintain each party’s books and records in accordance with GAAP, applied on a consistent basis, and permit the other party upon no less than forty-eight hours prior notice to examine and audit that party’s books and records at all reasonable times.
All financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Exist as being true and correct.
12. NEGATIVE COVENANTS. Founder Developer covenants and agrees with Exist that Founder Developer will not incur indebtedness or liens that adversely affect Exist’s Reservation Interest in twenty percent (20%) of Founder Developer’s equity position in the Real Property and attached Mineral Rights and/or Mineral Interests described herein. Founder Developer also agrees that:
(a) Change of Ownership. Founder Developer will not have, create, effectuate, sell, make or produce any material change in the ownership of the subject Real Property and/or attached Mineral Rights and/or Mineral Interests without the prior written coordination of Exist. A change in ownership or control is “material” if it involves, in the aggregate, the sale, transfer, or conveyance without Exist’s prior written consent of more than twenty-five percent (25%) of ownership in the subject Real Property or attached Mineral Rights and/or Mineral Interests. In the event of a change of ownership, Founder Developer will work with Exist to ensure that all Exist Crypto AVEC on the title of the subject Real Property found herein under Schedule A is paid off first prior to the Founder Developer’s receipt of funds from the purchase and/or change of ownership of the subject Real Property.
(b) Change in Management. If Founder Developer is an entity, have a change in the person or persons who have responsibility for the management and control of Founder Developer and Founder Developer’s business operations, without the prior written consent of Exist.
(c) Agreements. Founder Developer won’t enter into any agreement containing any provisions which would be violated or breached by the performance of Exist’s obligations under this Agreement or in connection herewith.
(d) Modification or Amendment. Enter into or otherwise consent to any modification or amendment to any declaration, restrictive covenant, easement, or similar item applicable to the Real Property without the prior written consent of Exist.
Exist Founder Developer License Agreement - Founder Developer Initials
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13. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement:
(a) Overextension. Founder Developer shall not overextend its equity position in the subject Real Property. Overextension in said Real Property shall constitute a term of default under this Agreement. If Founder Developer overextends its borrowing interests and collateralizes more than One Hundred Percent (100%) of its equity position in the subject Real Property and attached Mineral Rights and/or Mineral Interests, then Founder Developer shall immediately rectify any overextension in order to preserve any Exist Crypto AVEC currency that is a lien on clear title.
(b) Other Defaults. Founder Developer fails to keep, perform, observe, or comply with any covenant, agreement, term, or condition that Founder Developer is required to keep, perform, observe, or comply with under provisions of this Agreement, any of the Related Documents, or any other agreement between Founder Developer and Exist.
(c) False Statements. Any warranty, representation, or statement made or furnished to Exist by or on behalf of Founder Developer, any Guarantor under this Agreement or the Related Documents (i) is false or misleading in any material respect, either now or at the time made or furnished, or (ii) becomes false or misleading in any material respect at any time thereafter.
(d) Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession, or any other method, by any creditor or any governmental agency against the Real Property and attached Mineral Rights and/or Mineral Interests or the garnishment of any account Founder Developer or any Guarantor maintains with Exist or any of Exist’s subsidiaries or affiliates, including any cryptocurrency account. However, this Event of Default shall not apply if (i) there is a good faith dispute as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding, and (ii) Founder Developer gives Exist written notice of the creditor or forfeiture proceeding and deposits with Exist monies or a surety bond protecting Exist from any claim or loss resulting from the creditor or forfeiture proceeding in an amount determined by Exist as being an adequate reserve or bond for the dispute.
14. EFFECT OF AN EVENT OF DEFAULT BY FOUNDER DEVELOPER; NOTICE AND OPPORTUNITY TO CURE. The following provisions will apply notwithstanding contrary provisions in this Agreement or the Related Documents:
(a) Remedies. Upon the occurrence of any Event of Default and at any time thereafter until the cure thereof, Exist may, at its option, but without any obligation to do so, and in addition to any other rights Exist may have, do any one or more of the following: (i) cancel this Agreement;
(ii) institute appropriate proceedings to enforce the performance of this Agreement; (iii) seize crypto from Founder Developer in an amount equal to Founder Developer indebtedness to be paid to cure the default; (iv) expend funds necessary to remedy the default and collect those funds from Founder Developer; and (v) exercise any other right or remedy which it has under this Agreement, or which is otherwise available at law or in equity or by statute.
(b) Interest after Default. If an Event of Default occurs under this Agreement or any of the Related Documents, in the event that Exist pays off any indebtedness owed by Founder Developer, in order to preserve Exist Crypto AVEC tied to the title of the subject Real Property attached as Exhibit A, Founder Developer shall pay a fee to Exist, equivalent to five percent (5%) of the amount paid by Exist to cure the indebtedness plus interest at a rate of twelve percent (12%) per annum.
(c) Relationship to State Law. Notwithstanding the foregoing or any other provision of this Agreement and/or the Related Documents, if any provision of applicable law requires that Founder Developer be granted a longer notice period or a greater opportunity to cure, that provision of law shall control; provided, however, that the applicable notice period set forth in this Agreement or the Related Documents shall run concurrently with the notice period required by law.
Exist Founder Developer License Agreement - Founder Developer Initials
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15. INDEMNIFICATION. Both parties agree to indemnify, defend, and hold the other Party and its officers, directors, employees, and agents harmless from and against any and all claims, suits, obligations, damages, losses, costs, expenses (including, without limitation, reasonable attorneys’, architect’s, and engineering fees), demands, liabilities, penalties, fines, and forfeitures of any nature whatsoever and whenever actually suffered or incurred by the offending Party or its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by, (i) this Agreement or the Related Documents; (ii) a breach by the breaching Party of this Agreement or the Related Documents; (iii) the exercise of the rights and remedies granted the protected party under this Agreement or the Related Documents; or (iv) in the case of Founder Developer, the use, generation, manufacture, storage, disposal, release, or threatened release of a Hazardous Substance on, under, about, or from the Real Property in violation of Environmental Laws. In that case, Founder Developer releases and waives any future claims against Exist and its officers, directors, employees, and agents for indemnity or contribution in the event Founder Developer becomes liable for cleanup or other costs under any Environmental Law for the use, generation, manufacture, storage, disposal, release, or threatened release of a Hazardous Substance on, under, about, or from the Real Property. The protected Party shall have the right (i) to commence, appear in, or defend any action or proceeding purporting to affect the rights, duties, or liabilities of the parties to this Agreement, or the Related Documents; and (ii) to appear in any action or proceeding to defend itself against such claims. The protected Party shall be entitled to settle or compromise any asserted claims against it, and such settlement shall be binding upon the offending Party for purposes of this section. All related costs and expenses incurred by the protected Party (including reasonable attorneys’ fees incurred by the protected Party) shall be paid by the offending Party to the protected Party. The provisions of this section of the Agreement shall survive the payment of the Indebtedness and the expiration, cancellation, or termination of this Agreement. However, in interpreting and applying this provision or any similar provision contained in any of the Related Documents that require the offending Party to indemnify the protected Party and hold the protected Party harmless, the indemnity and hold harmless provision shall not be construed so as to require the offending Party to indemnify the protected Party or hold the protected Party harmless from or against the protected Party’s own gross negligence, willful misconduct, or wrongful acts.
16. DISPUTE RESOLUTION
16.1 Informal Dispute Resolution. The parties shall cooperate in good faith to resolve any dispute, controversy, or claim arising out of, relating to or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (a “Dispute”). If the Parties are unable to resolve a Dispute within ninety (90) days of notice of such Dispute being received by all Parties, such Dispute shall be finally settled by Binding Arbitration as defined in Section 10.2 below. The parties to this Agreement hereby waive the right to a trial by jury and the right to participate in any class action against the other party.
16.2 Binding Arbitration. Any Dispute not resolved within 90 days as set forth in Section 16.1 shall be referred to and finally resolved by arbitration under the rules of the American Arbitration Association in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the Parties. The number of arbitrators shall be one who shall be selected by Company. The seat, or legal place, of arbitration, shall be Salt Lake City, Utah. The language to be used in the arbitral proceedings shall be English. The governing law of the Agreement shall be as set forth in Section 10.1 herein. The arbitration award shall be final and binding on the Parties (“Binding Arbitration”). The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets. Company and Buyer shall be responsible for their respective attorneys’ fees and expenses.
16.3 No Class Arbitrations, Class Actions, or Representative Actions. All claims must be brought in a Party’s individual capacity and not as a Plaintiff or class member in any purported class, collective action, or representative proceeding (collectively “Class Action Waiver”). Any dispute arising out of or related to this Agreement is personal to Buyer and Seller and shall not be brought as a class arbitration, class action, or any other type of representative proceeding. There shall be no class arbitration or arbitration in which someone attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Exist Founder Developer License Agreement - Founder Developer Initials
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17. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement:
(a) Amendments. This Agreement constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.
(b) Force Majeure. If either Founder Developer or Exist is delayed, hindered, or prevented from performing any act required under this Agreement by reason of war, governmental restrictions, civil commotion, shortage of labor or materials, strikes, fire, unusually severe weather event, acts of God, or any other reason beyond the control of the party obligated to perform, the performance of such act shall be excused for the period of delay, and the period for performance of any such act shall be extended one (1) day for each day in the period of delay.
(c) Attorneys’ Fees; Expenses. Provided an Event of Default occurs, the parties agree that the offending party shall pay upon demand all of the injured party’s reasonable costs and expenses actually incurred in connection with the enforcement of this Agreement, whether or not an action or claim is filed. An offended Party’s costs and expenses include reasonable attorneys’ fees and legal expenses incurred in connection with litigation, alternative dispute resolution proceedings, bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. The offending Party shall pay all court costs and such additional fees as may be directed by the court. However, to the extent this The agreement requires any Party or Guarantor to pay the offended Party’s attorneys’ fees following the occurrence of an Event of Default, the offended Party will be permitted to recover its attorneys’ fees only to the extent they are reasonable in amount and are actually incurred by offended Party, without regard to any statutory presumption as to the amount of such attorneys’ fees or any percentage amount specified in the Related Documents.
(d) Notices. Any notice to a Party required or permitted by this Agreement will be deemed to be delivered when the notice has been (i) sent postage prepaid by certified or registered mail, return receipt requested, or by any nationally recognized overnight courier to that Party’s address for notification purposes as stated at the beginning of this Agreement or to that Party’s most recent address as appears in Exist’s record books and three (3) business days have lapsed; or (ii) personally delivered. Either party may change its notification address by notifying the other party in writing of its new address. For notice purposes, Exist agrees to keep Founder Developer informed at all times of Exist’s notification address.
(e) Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.
(f) Governing Law. This Agreement will be governed by federal law and, to the extent not preempted by federal law, the laws of the state of Utah.
(g) Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid, and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity, or enforceability of any other provision of this Agreement.
(i) No Third-Party Beneficiaries. This Agreement is for the sole protection and benefit of the Founder Developer and Exist. No other person or persons shall have any right of action on the basis of this Agreement or any right to the Real Property or attached Mineral Rights and/or Mineral Interests. Exist (i) does not and shall not owe any duty to any claimant for labor performed or materials furnished in connection with the construction of any improvements to the Real Property described in this Agreement in the event the Founder Developer chooses to develop the Real Property.
(j) Survival of Warranties and Representations. Both parties understand and agree that they are relying on all representations, warranties, covenants, and agreements made by the other Party in this Agreement. The parties further understand and agree that all such representations, warranties, covenants, and agreements will survive this Agreement and shall be continuing in nature, and shall remain in full force and effect as long as Exist Crypto AVEC exist in the crypto marketplace.
(k) Interpretation. This Agreement is the result of negotiations between Exist and Founder Developer and their respective counsel. This Agreement shall not be applied, interpreted, or construed more strictly against a party because that party or that party’s counsel drafted this Agreement.
(l) Time is of the Essence. Time is of the essence in the performance of this Agreement.
Exist Founder Developer License Agreement - Founder Developer Initials
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THE PARTIES ACKNOWLEDGE HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT AND AGREE TO ITS TERMS.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand or caused this Agreement to be signed in its name by a person or persons duly authorized, all as of the date of this Agreement.
EXIST HOLDINGS, INC.
_____________________________
By:
James Ray
Title:
CEO
Date:
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FOUNDER DEVELOPER
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By:
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Title:
Owner
Date:
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