Mergers & Acquisitions w/ juro Digital Money

Juro Implementations for Real Estate and / or Operating Businesses

When it is determined by a Seller and a Buyer that they want to transact a sale of a candidate real estate property or an existing income producing business (the “Property” of “Business”) for juro Digital Money, there are three versions of the process of such a sale: “Structured Version”, “Standard Version”, and “Simple Version”.

VersionSummaryPrerequisites
StructuredA standard 75% LTV real estate financing structure where a deposit in the amount of 25% of the total transaction amount is in juro Digital Money. The fiat component distributed to the Seller is 75% of the transaction amount, and the balance is in juro Digital Money which can be sold through the ETF, in the Juro Network, or used in peer to peer transactions.All parties become Members of the Juri, open a Juro Account, the target property / asset is income producing
StandardA straight purchase where 100% of the total transaction amount is paid in juro Digital Money in escrow waiting for sale through the Stock Exchange. The juro Digital Money can be sold through the ETF, or used at any time in the Juro Network or in peer to peer transactions.All parties become Members of the Juri, open a Juro Account
Simple VersionA straight purchase where 100% of the total transaction amount is paid in juro Digital Money. The juro Digital Money can be used, in whole or in part, at any time in the Juro Network or in peer to peer transactions. Alternatively, the juro Digital Money can be staked in the ETF in whole or in part.All parties become Members of the Juri, open a Juro Account

The Structured Version – Proposed Template to Use 

The Property or Business is purchased in a structured transaction with juro Digital Money. Once a meeting of the minds is reached, the “Structured Juro Purchase Contract” is entered into by the Seller and the Buyer. The purchase price of the Property or Business is quoted in the respective class of juro Digital Money (i.e. juro USD, juro EURO, juro GBP, etc). A deposit in the amount of 25% of the Total Amount of the acquisition transaction is transferred to the nominated transaction escrow account in juro Digital Money (the escrow agent can be a lawyer, notary, accountant, bank, or as otherwise agreed by the Seller and the Buyer). The balance of the transaction is financed through a standard real estate mortgage or business financing product with a bank, consortium of banks, or other financing provider.

In this construct, the Seller receives 75% of the Total Amount of the transaction. The remaining 25% of the transaction is taken in juro Digital Money which shall be held for either a sale through the Exchange Traded Fund, held as a portfolio asset for gains in quoted price and dividend payments, or shall be used in the Juro Central Network in direct peer to peer transactions. The deposit shall be an irrevocable transfer subject only to the perfection of the property transaction contract.

When the Seller chooses to sell the juro Digital Money, in whole or in part, after the traditional mortgage or financing component of the total transaction is perfected, the juro Digital Money in the transaction escrow account is used as the creation instrument for a basket of shares in the Juro Money Zero Maturity Exchange Traded Fund (“ETF”) which will be listed and traded on a regulated stock exchange (currently the NASDAQ and New York Stock Exchange are being considered by the Juro Trustee). On the first date of trading of the shares of the ETF on the selected stock exchange, or on any date thereafter, the juro Digital Money subscribes to the shares in the ETF on a 1 to 1 basis, and then the escrow agent instructs the stock broker / investment bank to sell the share of the ETF for the then-quoted market price per share. Alternatively, this can be done at any time prior to a stock exchange listing in a Restricted private transaction in accordance to Rule 144a.

  • on the strike date defined by the Seller and the Buyer, the ETF shares are to be sold in the open market or as per Rule 144a, as applicable, @ the par value or the market price (whichever is higher) and the proceeds of the sale are distributed to the Seller as the perfection and closing of the Property or Business sales transaction. This sale shall be undertaken by the financial service provider selected, or by the sales syndicate and market makers of the ETF in the secondary market of the shares in the event of a stock listing being in place at the time of the transaction.
  • The Seller shall have the irrevocable option to, at any time prior to the strike date, accept either the juro Digital Money or the ETF shares as an in-kind payment for the remaining amounts due on the Juro Structured Purchase Contract. If said option is evoked, after the traditional mortgage or financing component of the transaction is perfected, the Juro Structured Purchase Contract shall have been perfected and paid in full. This can also be arranged to be a partial in-kind payment and partial sale of the securities to account for any tax planning or other needs of the Seller, as agreed with the Buyer.
  • proposed sales price: the Seller’s asking price, Appraised value of the Property or Business, or as otherwise agreed to by the Seller and the Buyer (with any chattel, I.P., and goodwill included in that price defined in the contract).
  • date of settlement of traditional financing component: the closing and funds disbursement date of the mortgage or loan, as determined by the financing service providers (typically completed in 8 weeks or less).
  • date of settlement of juro Digital Money component: the first day of trading on the stock exchange, or as otherwise defined by the Seller and the Buyer. This is the day when the ETF shares are liquidated by the Market Makers in the secondary market of trading of the shares of the ETF or upon securities transfer following the inspections / reports / appraisal in the instance where the juro Digital Money or the ETF Shares are taken as “in-kind” payment in full. This portion is the only “at risk” component of the transaction for the Seller as it is decoupled from the title transfer and ownership of the Property or Business.
  • earnest money deposit amount: 25% of the total transaction amount (which includes the offer price and closing costs) as agreed to between the Seller and the Buyer in the form of the juro Digital Money at the par value per ETF Share.
  • contingencies and related time frames: 14 days from the agreement date, as an engineer’s report and an appraisal to validate the value of the Property or Business in relation to the juro Digital Money / ETF Shares being used to purchase the Property or Business, and any contingencies handed down by the respective financing service providers of the traditional financing component of the transaction.

The Standard Version – Proposed Template to Use

The Property or Business is purchased in a structured transaction with juro Digital Money. Once a meeting of the minds is reached, the “Standard Juro Purchase Contract” is entered into by the Seller and the Buyer. The purchase price of the Property or Business is quoted in the respective class of juro Digital Money (i.e. juro USD, juro EURO, juro GBP, etc). The entire purchase price is transferred to the nominated transaction escrow account in juro Digital Money (the escrow agent can be a lawyer, notary, accountant, bank, or as otherwise agreed by the Seller and the Buyer). This shall be an irrevocable transfer subject only to the terms and conditions of the Standard Juro Purchase Contract. In affect, the juro Digital Money is then repurchased on the strike date to complete the transaction (the “repo”).

  • on the strike date defined by the Seller and the Buyer, the repo occurs either through the a direct repurchase of the juro Digital Money for the same value in legal tender (or bank transfer), or through a concurrent subscription and sale of ETF shares in the open market or as per Rule 144a, as applicable, @ the par value or the market price (whichever is higher) and the proceeds of the sale are distributed to the Seller as the perfection and closing of the Property or Business sales transaction. This repo sale shall be undertaken by the financial service provider selected, or by the sales syndicate and market makers of the ETF in the secondary market of the shares in the event of a stock listing being in place at the time of the transaction.
  • The Seller shall have the irrevocable option to, at any time prior to the strike date, accept either the juro Digital Money or the ETF shares as an in-kind payment for the property, which if said option is evoked, the Standard Juro Purchase Contract shall have been perfected and paid in full. This can also be arranged to be partial in-kind payment and partial sale of the securities to account for any tax planning or other needs of the Seller, as agreed with the Buyer.
  • proposed sales price: the Seller’s asking price, Appraised value of the Property or Business, or as otherwise agreed to by the Seller and the Buyer (list of any chattel, I.P., and goodwill included in that price defined in the contract).
  • date of settlement: the first day of trading on the stock exchange, or as otherwise defined by the Seller and the Buyer. This is the day when the juro Digital Money and/or subsequent subscribed for ETF shares are liquidated by the Market Makers in the secondary market of trading of the shares of the ETF or upon securities transfer following the inspections / reports / appraisal in the instance where the juro Digital Money or the ETF Shares are taken as “in-kind” payment in full.
  • earnest money deposit amount: 100% of the purchase price agreed to by the Seller and the Buyer in the form of the juro Digital Money.
  • contingencies and related time frames: 14 days from agreement as we need an engineer’s report and an appraisal to validate the value of the Property or Business in relation to the juro Digital Money / ETF Shares being used to purchase the Property or Business.

The Simple Version – Proposed Template to Use

The Property or Business is sold using the “Standard Juro Pier X Marketplace Barter Contract”. The purchase price of the Property or Business is quoted in the respective class of juro Digital Money (i.e. juro USD, juro EURO, juro GBP, etc). The title changes hands in accordance to the local jurisdiction’s real estate transfer procedures (country clerk’s office, notary, land registry office, etc) or business sales transfer procedures, as applicable. The stamp duty taxes, transfer taxes, and official filing fees due, if any, shall be paid in the legal tender of the jurisdiction of the Property or Business, unless that jurisdiction already accepts juro Digital Money for these fees. Upon payment to the nominated Juro Account in the Juro Network of the Seller and the associated transaction fees are settled as applicable, the transaction is completed.

Summary

The above three versions represent the basis and skeleton of the transaction process options for the sale of Real Estate or existing income-producing businesses with juro Digital Money. In accordance to the trust deed, all  components of the Juro structure exist to provide and promote a platform of tools and solutions which the Members of the Juri™ can use on a level playing field. 

That means that the Juro Organization, Juro Ltd, Juro System Inc, and the Juro subsidiaries & affiliates are all bound to be neutral parties in investments, arbitrage, or transactions that use the platform of tools and solutions of Juro™. The Members of the Juri™ are free to use the Juro Implementations™ in any which way they choose, amongst themselves, on a local, international, and /or global basis. In that respect, “Juro” is barred from competing with its members and customers, and vice versa.


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