INVESTMENT AGREEMENT

No. _________ dated as of

[first and last names], hereinafter referred to as the "Investor", on the one hand, and

"UICOM-FZCO, a company registered in the UAE, license number 47789, registered office address: Office A2, Dubai Silicon Oasis, DDP, Dubai, United Arab Emirates, hereinafter referred to as the ""Investment Company"", on the other hand,

MLC GT L.L.C-FZ, a company registered in the UAE, license number 2314671.01, registered office address: The Meydan Hotel, Grandstand, 6th floor, Meydan Road, Nad Al Sheba, Dubai, United Arab Emirates, hereinafter referred to as the ""Project"""

"collectively referred to as the ""Parties"" and individually as a ""Party"", have entered into this Investment Agreement (hereinafter referred to as the ""Contract"" or ""Agreement"") as follows:

A. In accordance with the terms of this Contract, the Investor shall transfer to the Investment Company an investment (hereinafter referred to as the ""Funds, Investments"") in the form of funds, the amount of which is determined by the Investor independently for the purpose of funding the Investment Proposal by the Project. Investments may be made during the validity period of this Agreement. Moreover, an additional portion of Investments may be deposited into the Project's account at any time during the validity period of this Agreement, when the Project and/or the Investment Company permits the deposit of such investments into the company's account in the agreed form and in a manner consistent with the Platform.

B. In turn, the Project approves and accepts such funds as investments and distributes shares in the investment proposal (hereinafter referred to as the ""Investment Shares""), as a result of which the Investor is allocated a certain package of Investment Shares determining the overall percentage of participation in the Investment Proposal."

1. Terms and Definitions

1.1. Investor shall mean the Party providing investments through the Investment Company to participate in the Investment Proposal of the Project and achieve the Result of investment activities stipulated by the Contract.

1.2. Investment Company shall mean the party hereof, UICOM - FZCO (a company registered in the UAE, license number 47789, registered office address: Office A2, Dubai Silicon Oasis, DDP, Dubai, United Arab Emirates, being an international investment company, duly registered and licensed for the purposes of accepting funds under the Project and for the transfer of funds to the beneficiary, that is the Project.

1.3. Project shall mean the party, MLC GT L.L.C-FZ (a company registered in the UAE, license number 2314671.01, registered office address: The Meydan Hotel, Grandstand, 6th floor, Meydan Road, Nad Al Sheba, Dubai, U.A.E, the initiator of the investment proposal defined by the contract, and accepting investments to achieve the goals (Result of investment activities) stipulated by the Contract.

1.4. Investment(s) shall mean own and/or raised funds transferred by the Investor to the Project in accordance with the Agreement. Investments are a means of funding the investment proposal, as well as a means of funding additional project activities related to achieving the goals of funding the Investment Proposal of the Project and the subsequent receipt of profit during development and obtaining the Result of investment activities.

1.5. Project Activities shall mean a set of measures aimed at meeting the conditions of the investment proposal and obtaining the results of the investment activities as stipulated in Schedule No.4.

1.6. Result of Investment Activities shall mean the achievement of the goals for which Investments are provided and/or obtaining another useful effect in accordance with the current Investment Proposal specified in Schedule No.4.

1.7. Investment Proposal shall mean a document presenting a project or business idea for the purpose of attracting funding from investors, containing information on the strategy, financial performance and investment conditions, which is Schedule No.4 to this contract.

1.8. Income shall mean the amount of net profit from the Result of Investment Activities within the framework of the relevant Investment Proposal, calculated after its successful implementation for a certain period based on the results of the company's internal audit.

"1.9. Investment Share shall mean a unit of measurement for investment participation in the corresponding Investment Proposal. The number of Investment Shares is determined by this Investment Proposal, where the percentage of participation in funding the Investment Proposal of one Investment Share is calculated by using the formula:

(V÷S)=P, where

V is the total volume of Project's participation in the Investment Proposal.

S is the number of shares specified in the current Investment Proposal.

P is the percentage of participation in the Investment Proposal assigned to one investment share."

1.10. Return on Investment Share shall mean the amount of net profit from the Result of Investment Activities for a certain estimated period, divided by the total number of Investment Shares in accordance with the investment proposal.

1.11. Platform shall mean an electronic information platform (website) of the Operator, providing information support, accounting and implementation of Investments by the Project for the purpose of extracting profit from Project activities, and also made for the purpose of distributing Investment Shares between Investors.

1.12. Personal Office shall mean the Investor’s virtual personal office located on the Platform Operator’s server at https://mlc.health, access to which is provided after authorization (entering the login and password known only to the Investor). Platform Operator shall mean the company that owns the service (platform) and carries out its hosting, as well as technical management.

1.13. Verification shall mean a procedure specifically established on the platform for recognizing the identity and checking the integrity of the Investor, which complies with international KYC standards and international legislation on combating money laundering. Upon entering into the Investment Agreement, verification allows the Investor, to fund the investment proposal and get investment shares that allow for the return on the Result of Investment Activities in the future.

2. Subject Matter of the Contract

2.1. The Investor undertakes to provide funding for the investment proposal in accordance with the terms of the Contract and the terms of distribution of investment shares, and the Investment Company undertakes to receive funds and redirect them for the purpose of implementing the Project Activities, and the Project undertakes to manage the Investment Activities and achieve the Result of Investment Activities provided for in the Investment Proposal by investing the provided Investments in the activities related to achieving the Result of Investment Activities.

2.2. The amount of the Investment provided by the Investor, as well as the number of Investment Shares transferred to the Investor under the Agreement, is recorded in the personal office of the Platform and/or is documented in Schedule 1 to this Agreement (Shares Certificate), which is an integral part of this Investment Agreement and shows the percentage of participation in the Investment Proposal of the Project. At the same time, the percentage of participation can be changed in case of additional contribution of funds to the Project by the Investor or additional distribution of Investment Shares of the Project.

2.3. The amount of Investment provided by the Investor for the purpose of funding the Investment Proposal of the Project, as well as the number of Investment Shares transferred to the Investor under the Investment Agreement, is recorded in the personal office of the Platform.

2.4. Investments are provided by transferring and depositing funds for the purpose of funding the Investment Proposal of the Project, by depositing funds and assets into the settlement and other accounts of the Investment Company, as well as payment agents and recording the corresponding balance in the Investor's personal office on the Platform. Crediting of funds to the Project account is confirmed by displaying Investor's deposited funds in the corresponding section of the personal office on the Platform.

2.5. The Result of Investment Activity is achieved through the implementation of Project activity. Information on updates and any innovations within each stage of Project Activities, namely within the Investment Proposal, as well as current changes are made through the Investor's Personal Account and/or by sending the Investor a corresponding notification by email.

2.6. The Investor's profit is paid to the Investor to his account specified in the personal account, or in the specified manner at the end of each reporting period for the implementation of the Project activity within the framework of the relevant Investment Proposal, which is determined by the Project and the Investment Company, and about which the Investors are notified on the basis of the relevant notification on the platform or the corresponding email.

2.7. By Project decision, for the most profitable participation of the investor in the project activities, as well as the protection of the investor's interests, the company has the right to convert (replace) the investment shares issued to the investor into securities, shares or other assets confirming the investor's right to earn profits from the Result of Investment Activities under the relevant Investment Proposal.

"2.8. Payment of the Investor's Profit Percentage under the Investment Proposal of the Project in accordance with clause 2.6. shall be made within the timeframes established by the Investment Company.

The Parties have agreed that the Investor has the right to payment of the Investor's Profit Percentage at any time after the date of the first payment announced by the Investment Company with automatic extension of the right to such payment in full or in part, except for the case when the Investor has exercised the right to exit the Project or converted their Investment Shares into other instruments in accordance with clause 2.7 of this Contract."

3. Acceptance and Validity of the Contract

3.1. The Contract shall enter into force upon Acceptance of the Contract and shall be valid for 5 (five) years until the Parties fulfill their obligations. The Contract shall be automatically extended if neither Party declares its termination no later than 180 (one hundred eighty) days prior to the date of its termination.

 

"3.2. Acceptance of the Contract is the performance by the Investor of all the following actions:

- Expression of consent to all the terms of the Contract by signing the Contract by placing the corresponding sign in the Investor's Personal Office;

- Depositing the Investment into a bank account or in another way available on the Platform, in the manner provided for in the Contract and Schedules to the Contract."

3.3. Acceptance of the Contract shall entail the Investor, the Investment Company and the Project entering into a Contract on the terms of this Contract.

3.4. The Investor acknowledges that any consent confirmed by them technically on the Platform is deemed as legally relevant and does not require any other documentary proof from the Investor.

4. Payment terms

4.1. Investments under the Contract are determined in any legal form, including monetary, including the main currency that is US dollars (hereinafter - "US dollars"). By agreement, the Parties may agree to provide Investments in other currencies and other forms in accordance with the conditions specified in the personal office.

4.2. Investments are provided by the Investor in accordance with the terms of the Agreement by investing the desired amount into the account of the Investment Company and/or in the manner provided for in clause 4.1. of the agreement. The Investment Amount is specified in the Schedules to this Agreement and/or in the personal office on the Platform.

4.3. The Investment Amount is displayed in the Investor's Personal Office within no more than seven working days from the moment the funds are credited into the Investment Company's account.

4.4. After the Investment Amount has actually been contributed by the Investor, the Investor has the right to choose the number of investment shares under the offer valid for the Investor within the amount of available funds in accordance with Section 2 of this agreement.

4.5. The Investment procedure takes place in accordance with the functionality of the Platform in accordance with this agreement, as well as the mandatory rules of the platform.

4.6. The Parties agree that the investment company reserves the right to unilaterally amend the investment rules at any time for the most effective implementation of the investment proposal, including the initial investment. Such changes shall enter into force from the moment of publishing innovations and changes on the website of the investment company and/or the Platform, unless other terms for the entry into force of the changes are additionally specified upon such placement.

4.7. The Investor has the right to make investments in tranches and increase the volume of investments at his/her own discretion in accordance with this Investment Agreement, the current Investment Proposal under the terms of the proposal posted on the Platform. The investment amounts are displayed in the Investor's personal office account on the Platform.

5. Procedures for the Transfer and Accounting of Shares

5.1. Within 7 (seven) business days after the Investor has selected the number of investment shares according to the proposal posted in the personal office on the Platform, the investment shares are transferred and displayed in the Investor’s personal office account.

5.2. If within 90 (ninety) calendar days the Investor does not use the proposal posted in his/her personal office account, the Investment Company will automatically convert the available funds in the Investor's investment account into Investment Shares of the Investment Proposal that is in effect at the time of conversion at the rate of 1 US dollar per investment share.

5.3. Technical record keeping and preparation of information functionality of Investment Shares is carried out by the Project, which, at its discretion, has the right to transfer all work with technical records of Investment Shares to a third-party company, that is the platform operator.

6. The Procedure for Implementing Investment and Project Activities

6.1. The Project implements the Project activities using its own and/or involved forces. In this case, the selection of involved (third) parties (performers, contractors, etc.) is carried out by the Project independently.

6.2. The Project implements the Investment Activities using its own and/or involved forces. In this case, the selection of involved (third) parties (performers, contractors, etc.) is carried out by the Project independently.

6.3. The Project and/or Investment Company may engage research, legal, financial and other organizations on a contractual basis if this is necessary to achieve the Result of Investment Activities.

6.4. Upon achieving the result of investment activity, the Investment Company sends the Investor a corresponding notification to the addresses specified in the Contract (by e-mail/mail or other available method), and also transfers the profit based on the Return on the investment share to the Investor in one of the ways provided by the functionality of the Platform according to the details specified by the Investor in the personal office.

6.5. Based on the requirements of the current AML legislation, the Project and/or Investment Company undertake to verify and authorize the payment details specified by the Investor in the personal office.

7. Rights and Obligations of the Parties

7.1. In accordance with the Rules and Policies of the Platform, the Investment Company and the Project have the right to amend the Agreement unilaterally in order to achieve the set results of investment activities and to comply with the legal interests of all the parties.

7.2. The Investment Company undertakes to:

7.2.1. Ensure that the Project funding is used in accordance with the Project activities and the terms of the Agreement in the required amount.

7.2.2. Redirect the provided Investments to achieve the goals, while carrying out organizational activities necessary for the implementation of the Investment Proposals of the Project and the achievement of the Result of Investment Activities.

7.2.3. Bear the costs of supporting the Project and other documentation (if any), as well as bear the costs of managing the Investment Activities process using the received investment funds.

7.2.4. Inform the Investor about the progress of the Project Activities, about the stages of financing the Investment Proposal of the Project in accordance with applicable law.

7.2.5. Provide the Investor with access to the Personal Office within the framework of this Contract.

7.2.6. By decision of the company, for the most profitable participation of the investor in the project, as well as protection of the interests of the parties, the Investor has the right to convert (replace) the investment shares issued to the investor into other assets confirming the Investor's right to earn profits from the Result of Investment Activities under the funded Investment Proposal, which is Schedule No.4 hereto.

7.3. The investor undertakes to:

7.3.1. Carry out investments under the Contract in the amount and manner stipulated by the provisions of this Contract.

7.3.2. Properly fulfill other obligations provided for by the Contract.

7.3.3. Provide true and correct personal data, as well as update it in accordance with the procedure stipulated in this Contract and set forth on the Platform.

7.4. The Investment Company has the right to:

7.4.1. Require the Investor to fulfill the obligations assumed by the Investor under the Contract.

7.4.2. In accordance with the Contract and the Investment Proposal of the Project, determine the volumes and specific areas of using Investments necessary to obtain the Result of Investment Activities.

7.4.3. Exercise other rights granted by the Contract.

7.5. The investor has the right to:

7.5.1. Expect returns on the Project's Investment Proposal in accordance with the terms of the Contract and its Schedules, as well as future notifications from the Project.

7.5.2. Exercise other rights granted by the Contract.

7.5.3. The Investor has no right to partially and/or fully transfer his/her rights under the Agreement to any third party, unless this is provided for by the Platform and/or the Contract with the Investment Company and the Project, including the right to transfer the login and password to the Personal Office account to any third party.

7.6. The project undertakes to:

7.6.1. Upon achieving the goal of the Investment Proposal and generating Income, the Project undertakes to distribute the Income among all the holders of Investment Shares under the relevant investment proposal. This Income distribution procedure determines the Return on one share.

7.6.2. Assume responsibility for ensuring the implementation of the Investment Proposals of the Project, create and maintain a system for implementing the Project as a whole.

7.6.3. Assume responsibility for coordination, control of the activities and tasks of the Project.

7.6.4. Ensure that all the project activities are carried out to the required quality and provide overall project quality management.

7.6.5. The Project undertakes to provide information on the progress of implementing the Investment Proposal of the Project by posting information on the Platform.

7.7. The project has the right to:

7.7.1. Use the allocated financial resources in the form of investments for the purposes of implementing the Investment Proposals of the Project in accordance with the plan for implementing the Investment Proposal of the Project at its own discretion.

7.7.2. Extend the period for implementing the Investment Proposal of the Project or change, alter the procedure for implementing the Investment Proposal of the Project, notifying the Investors about this.

8. Liability and Warranties

8.1. The Parties shall be liable for failure to perform or improper performance of their obligations under the Contract.

8.2. Liability and warranties of the Investor:

8.2 The Investor undertakes to maintain the confidentiality of any information received regarding the project in a reasonable and adequate manner in accordance with professional standards, customary business practice and the requirements of UAE legislation.

8.2.1. The Investor guarantees the timely fulfillment of its obligations under this Contract. The Investor undertakes to finance the selected Investment Proposal of the Project in the amount and manner stipulated by the provisions of this Contract and the current Schedules, as well as the rules of the Platform.

8.2.2. Under the Agreement, the Investor is prohibited from disseminating false information that discredits the Company's business reputation. Dissemination of information that discredits the business reputation means bringing it to the attention of persons by broadcasting it in the media, by radio announcements, during public speeches, publications on the Internet, in chats and messengers, as well as other communication of information to a third party or an indefinite number of persons.

8.2.3. The Investor undertakes to monitor innovations and changes in the provisions and notifications from the Project and/or the Investment Company, as well as the Platform itself in the personal office.

8.3. Liability and warranties of the Investment Company:

8.3.1. The Investment Company guarantees the timely fulfillment of its obligations under the Contract.

8.3.2. In case of violation of the terms of implementation of Investments under the Contract, the Investment Company has the right to extend the term of fulfilling its obligations in proportion to the period of delay in fulfillment of the Investor's obligations.

8.3.3. In case of non-fulfillment or improper fulfillment by the Project of its obligations specified in paragraph 6.1. of the Contract, the Investor has the right to terminate the Contract unilaterally and demand from the Investment Company an early return of the invested funds in full, by sending the corresponding notification to the Investment Company at least 6 months in advance. In turn, the parties undertake to try to resolve this issue through renegotiations. The Investment Company undertakes to consider the notification within 30 (thirty) calendar days.

8.3.4. In the event of a violation by the Investment Company of the terms of returning investment funds specified in clause 8.3.3 of the Contract, the Investment Company is obliged to pay a penalty in the amount of 0.01% of the amount not paid on due time for each day of delay. Payment of the penalty does not release the Investment Company from the obligation to return the funds.

8.3.5. In case the Investment Company violates the terms of paying Profit to the Investor in accordance with clause 6.4. hereof, as well as in accordance with the instructions of the Project, the Investment Company is obliged to pay a penalty in the amount of 0.01% of the amount not paid on due time, for each overdue day.

 

 

9. Grounds and Procedure for Termination of the Contract

9.1. The Agreement may be terminated by agreement of the Parties, as well as unilaterally upon written request of one of the Parties on the grounds provided for by the Agreement and the legislation of the United Arab Emirates.

9.2. The Investor may submit a notice of exit from the Project and a demand for the return of the principal Investment amount, which may be sent by the Investor no earlier than six months from the date of achieving the goals of the Investment Proposal of the Project, determined based on the results of raising funds. The moment of achieving the goals of the Investment Proposal of the Project is determined by the Investment Company independently, about which the Investment Company, together with the Project, informs the Investor using the contact information and/or email specified in this agreement and/or by posting information in the relevant section of the Platform.

9.3. The Agreement may be terminated unilaterally by the Investment Company or the Project if the Investor has violated the funding conditions or the investment rules under this Contract, as well as violated any of the rules set out in the Rules Usage Platform or the conditions and standards determined by law.

10. Dispute Resolution

10.1. The Parties agree that any disputes, disagreements or claims arising out of the Contract, concerning it or its breach, termination or invalidity, shall be resolved through negotiations.

10.2. If disagreements and disputes cannot be resolved by the Parties within 30 (thirty) calendar days through negotiations, such disagreements and disputes shall be resolved by the Parties in the relevant court. Unless otherwise specified, the Dubai courts (established in accordance with Dubai Law No. (3) of 1992, as replaced and repealed by Dubai Law No. (13) of 2016) shall have exclusive jurisdiction over any disputes. In relation to any claim, the parties have the right, at their discretion, to initiate legal proceedings in the UAE, including the courts of the Dubai International Financial Centre.

11. Force Majeure

11.1. The Parties shall be relieved from liability for full or partial failure to fulfill obligations under the Contract if the failure to fulfill obligations is caused by force majeure circumstances, namely: fire, flood, earthquake, strike, war, actions of public authorities, banking activities of the institution, sanctions, regulatory and legislative restrictions or other circumstances beyond the control of the Parties.

11.2. Force Majeure includes, but is not limited to, a situation in which all logistics routes (with which the implementation of the Project is associated) are closed or restricted, as a result of which the Project Activities are suspended due to the occurrence of any economic, political or other global circumstances leading to the impossibility of implementing the Project logistics.

11.3. The Party that is unable to fulfill its obligations under the Contract is obliged to promptly, but no later than 90 (ninety) calendar days after the occurrence of force majeure circumstances, notify the other Party of this in writing with the submission of supporting documents issued by the competent authorities.

11.4. Failure to notify or untimely notification deprives the Party of the right to refer to the above circumstances as grounds for exemption from liability for failure to fulfill obligations under the Contract.

11.5. In the event of force majeure circumstances, the Parties are obliged to determine the outcome and result of the Contract through negotiations and amendments to the terms of the Contract.

 

12. Miscellaneous Provisions

12.1. The Parties have no accompanying oral agreements. The content of the Contract text fully corresponds to the current will of the Parties. Any Expression of Will of the Parties within the Platform has full legal force.

12.2. Any notifications under this contract shall be made by posting a notice in the Personal Office on the Platform, and/or by sending information using the contact details that the Investor has specified in the Personal Office on the Platform.

12.3. All correspondence on the subject of the Contract that preceded the conclusion of the Contract shall cease to be valid from the date of entering into the Contract.

12.4. The Parties acknowledge that recognition of any of the provisions of the Contract as invalid or unenforceable by a court decision or other competent authority does not entail the invalidity of the Contract as a whole and/or the remaining provisions of the Contract.

12.5. Each Party shall independently fulfill its obligations to pay all the taxes and make other mandatory payments in connection with the conclusion and execution of the Contract.

12.6. This Contract is executed in the English language. Translation of the Contract into any other language is for reference purposes only and does not constitute a source of interpretation of the Contract.

 

Signatures of the parties