Investment Agreement

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INTRODUCTION

Version 1

This investment agreement (hereinafter as ”Agreement”) defines the terms and conditions applicable to your investment in properties our online platform, consisting of the website (www.realist.ee) and mobile application developed for iOS and Android (“Platform”) and contractual relationship between you and Realist OÜ. Please read this Agreement carefully before using the Platform and each time before making an Investment. If you don`t agree to any provision of this Agreement, the Platform General Terms of Use and Data and Privacy Policy you must not use the Platform nor make an Investment. In addition, you acknowledge and agree that you have read and understood the Key Risks Key Risks and all other documents pertaining to your Investment on our Platform. If you fail to read this Agreement, the same will not exempt you from any legal liabilities arising from this Agreement. Your continuous use of the Platform will constitute that you have read, understood and agreed to this Agreement and our policies.

        2.   DEFINITIONS

2.1 “Acquisition Fee” has the meaning ascribed to it in clause 14.

2.2 “Annual Administrative Fees” has the meaning ascribed it in clause 14.

2.3 “Associated Costs” shall mean (i) all associated costs with the purchase of the Property by the SPV including but not limited to fees relating to brokerage and property valuation, potential investor aggregation, license fees, and all fees and expenses payable to governmental authorities including but not limited to fees for property transfer and registration with the Land Department “Kinnisturegister”), No Objection Certificate from the license application and issuance fee for the SPV, and deposits and other connection tees for utilities, (ii) any architectural and design costs associated with the Property including but not limited to interior design, civil and electrical work, furniture and fixtures, white goods, and artwork, and (iii) Realist Fees.

2.4 “Cancelation Period” means the first 48 hours from the time of your Investment.

2.5 “Client Money Account” means a standalone bank account where funds will be held separate from money belonging to Realist.

2.6 “Customer Wallet” refers to the portion of Realist Account where the funds available as cash in the Client Money Account are represented.

2.7 “Commitment Period” means the period during which Investors may commit to investing in a particular Property, commencing from the stars of the Investment Round until the time the Funding Target has been successfully reached. 

2.8 ”Cooling Off Period” refers to a period consisting of the first 48 hours from the end of the Commitment Period.

2.9 “Dividend” refers to the periodic income generated by the Investment.

2.10 “Estimated Valuation” has the meaning ascribed to it in clause 13.1 below.

2.11 “Exit Fee” has the meaning ascribed to it in clause 14.

2.12 “Funding Target” refers to the estimated investment required to acquire the Property including the Property Price and the Associate Costs

2.13 “Incentive Fee” has the meaning ascribed to it in clause 14.

2.14 “Investor Shares” means the non-voting shares of the SPV subscribed to by Investors pursuant to an Investment.

2.15 “Investment” means an investment of funds you made by purchasing, or committing to purchase, the Investor Shares of a SPV whereby such funds shall be used to acquire the subject Property and hold title to it for a certain Investment Term.

2.16 “Investment Round” refers to a period during which the fundraising activities are carried out and remain in progress to achieve the Funding Target.

2.17 “Investment Term” refers to a period commencing from the date when the SPV acquires Property until such Property is sold either upon the expiry of the Investment Period, early sale of the Property by majority vote of the Investors or upon operation of the law.

2.18 “Investment Period” means the period of Investment as set out in the Offering Material.

2.19 “KYC and AML” means all the applicable measures, processes and techniques used for Know Your Customer and Anti-Money Laundering purposes to identify an Investor or potential Investor and his source of funds amongst other requirements, as may change from time to time at our sole discretion, in accordance with our KYC and AML Policy.

2.20 “KYC & AML Fees” means the Upfront KYC & AML Fee and the Annual KYC & AML Fees as described in clause 14.

2.21 “Lock-In Period” means the 12 month period commencing from the date of your Investment in a Property.

2.22 “Material Change” means any change or new matter that may significantly affect the value of the Property, the ability of the Property to be rented, return on the Property or the value of the Investment.

2.23 “Offering Material” means the information memorandum, financial projections and other information and material, which may be shared with you by Realist in relation to the Property and Investment.

2.24 “SPV” or “Prescribed Company” refers to an entity incorporated and administered by Realist on your behalf in the Äriregister (“Äriregister”) to hold your Investment interest in a relevant Property.

2.25 “Platform Documents” refers to all disclosures, information, agreements, terms and condition and policies made available on the Platform, including but not limited to the Platform General Terms of Use and Date and Privacy Policy.

2.26 “Property” means a building, apartment, business premises or residential house acquired or to by acquired by the SPV for the Investment.

2.27 “Property Price” means the purchase of the Property as determined by the Seller and Realist.

2.28 “ROI” means the return on investment on a Property over the Investment Term, calculated as the total net income earned from all Dividend distributions and capital appreciation (as measured by the latest periodic property valuation) divided by the purchase price of the Property.”

2.29 “Sale Value” refers to the gross proceeds of sale received from a buyer of the Property at the and of the Investment Term.”

2.30 “Seller” means the individual or company that owns the legal title to the Property prior to the Investment.

2.31 “Shares” means the shares of the SPV including the Realist Share and Investor Shares.

2.32 “Realist”, “we”, “our” and  “us” refer to Realist OÜ, a company incorporated and registered in the Estronian Company registry (“ÄRIREGISTER”) with company registration number :   based at:       . Realist is authorized and regulated by the Estonian Financial Supervision and Resolution Authority (the “EFSRA”) as an Operator of a Property Investment Crowdfunding Platform under EFSRA Firm Reference Number :

2.33 “Realist Account” refers to a user account created on the Platform showing Customer Wallet and such other personalized feature to be used by Investors to make investments and receive and manage funds in addition to monitoring and managing other matters relevant their Investments.

2.34 “Realist Share” means the voting share in the SPV owned and held by Realist.

2.35 “Realist Fees” means all fees payable to Realist in accordance with clause 14.

2.36 “You”, “your” and “Investors” refers to current or potential investors of a SPV.

      3.  GENERAL

3.1 The Platform is developed and managed by Realist and provides details of the Properties available for Investment through subscription of Investor Shares in a SPV, which in turn acquires and owns an individual Property until the end of the Investment Term. Realist may offer Investor Shares to potential Investors through the Platform or through any other manner or from as determined by Realist in its sole discretion. The management of the SPV is conferred on Realist under a separate agreement attached hereto as Appendix 1 (“Administration Agreement”) and forms an integral part of this Agreement.

3.2 Realist will start Investment Rounds through the Platform or in any other manner or form as determined by Realist in its sole discretion to pool Investments from potential Investors to secure a Funding Target for the purchase of a specific Property. In exchange for the Investment, the investors will be issued a certain number of Investor Share(s).

3.3 Realist uses the services of leading independent valuations consultants to verify the purchase price of each Property. The valuer will prepare a detailed report pertaining to the Property. The details as to the Funding Target including all Associated Costs will be provided on the Platform.

3.4 Subject to the terms of this Agreement, you acknowledge and agree (i) to make an Investment in the SPV in return for certain number of Share(s) and (ii) that your Investment will be used for the acquisition of the Property. By subscribing to the Investor Shares of the SPV, you agree to pay all fees and charges associated with the acquisition of the Property, establishment of the SPV and other related costs in connection with the Investment as set out on the Platform.  Should you have any query in connection with any provisions of this Agreement and the investment procedure, you are encouraged to contact us through info@realist.ee.

3.5 If Realist achieves the Funding Target within the Investment Round, you will be sent an extract of the share register of the SPV showing the issue of Investor Shares to you. If we fail to achieve the Funding Target within a certain period, of if the Funding Target is not lowered in agreement with the Seller, the Investment Round will be discontinued and the amount that you invested will be returned to your Realist Account. No costs, expenses or fees will be deducted from the amount of the investment, except if the original funds in your Customer Wallet which were used to make the Investment were in a currency different that of the underlying Investment, in which case charges for foreign exchange may apply. In such case, you can use the amount refunded back to your Realist Account to invest in another Property listed on the Platform. If you choose not to invest in another Property, you can withdraw the funds from your Realist Account to the bank account registered with us in the manner stated hereunder, in which case all bank transfer, foreign exchange and other processing or handling charges will be on your account.

3.6 We use reasonable endeavors to gather and make available the relevant information in connection with a Property on the Platform. However we do not accept any responsibility or liability for any information provided through the Platform.

    4. TERMS OF YOUR INVESTMENT

4.1 You agree to make Investments using the Platform under the terms and conditions of this Agreement. In addition to other details, the Investment Round will also indicate the Investment Period. At the end of the Investment Period, the Investors will be required to decide through voting process if the SPV should sell the Property or retain it for another six (6) months. The voting process is explained in detail hereunder. 

4.2 Realist will select a qualified third party agent to manage each Property (hereinafter the “Property Manager”) at the start of each Investment Round and, after successful acquisition of the Property, will enter into a Property Management Agreement with the Property Manager on behalf of the relevant SPV. The details of the Property Manager will be provided on the Platform and/or Offering Material. If at any time, Realist or the Property Manager is of opinion, acting in good faith, that it would be advisable, based on the market conditions, to modify Investment Period, we will propose a voting process to affect such decision. If the Investors of the Property approve the change in Investment Period, the same will be actioned, resulting in a possible sale of the Property before or after the original Investment Period. 

4.3 In the event that Property has reached a market value such that the ROI is in excess of 30% (the “Threshold ROI”), Realist will auto-initiate a voting process amongst the Investors to sell the Property and realize the expected ROI. If a majority decision to sell the Property is reached, Realist will then be instructed to carry out a sale of the Property on behalf of the SPV. We will use our reasonable endeavors to achieve the most favorable Sale Value we can for the Property, however by no means do we guarantee that we will achieve maximum possible price in the market. You agree and acknowledge that the final ROI ultimately achieved by the realized sale of the Property might be more or less than the Threshold ROI or any expected ROI communicated at the time of the proposed sale.

4.4 By investing in a Property through the Platform, you will be deemed to have agreed to the proposed Investment Period and the appointment of the Property Manager.

4.5 An Investment with Realist is usually available starting from a minimum amount of EUR1000. However, this may vary depending on factors including but not limited to, the value of a Property, any offers/promotions we are running or securing investments by you in accordance with an investment plan.

4.6 The share capital of the SPV shall comprise of one (1) Realist Share and a number of Investor Shares depending on the Funding Target. Each Investor Share is usually denominated in the value of one (1) AED. Further, each Investment must be for a value equivalent to the subscription price of at least one (1) Investor Share (“Investment Amount”), and subscribing to fractional Investor Shares is prohibited under the terms of this Agreement.

4.7 Subject to the availability of unsubscribed Investor Shares in an Investment Round, the maximum amount you may invest in a Property is 33% of the Funding Target. If you are a Retail Client (as per the EFSRA rules), your investment activity on the Platform will additionally be limited to EUR 50 000 (in any given calendar year.

4.8 By investing in a Property through the Platform, you agree that you have used your own independent judgment and/or any knowledge, advice or other information you may have, in addition to the information available on the Platform, to form your decision. You represent that you have acted entirely on your own accord and are exercising your sole discretion whether or not to make an Investment. You acknowledge that any information on the Platform including the details in reference to any available Property or investment plan, is for your general consumption and should not be considered as investment advice or any other form of recommendation or endorsement by us.

4.9 Depending on the market conditions, the value of the Property may fall and rental income, if any, may not be generated. When investing, you must be ready to hold the Investment for the full Investment Term. You understand that the market conditions may change at the end of the Investment Period posing difficulty in selling the Property.

4.10 You agree that the Investment you make in a Property is in the Investor Shares of the SPV that will own the Property and will be combined with the Investor Shares of other investors to purchase the Property.

4.11 To calculate the percentage of your Investor Shares, the number of your Investor Shares is divided by the aggregate number of Investor Shares held by all Investors comprising the entire Investor Share capital of the SPV.

4.12 In certain circumstances, the proposed Funding Target may be subject to change such as where the purchase price of the Property has been changed due to our successful negotiation with the Seller. You acknowledge that we may lower the funding Target in our sole discretion.

4.13 The Investment will be considered complete if:

i) The Funding Target has been reached, or a new lower Funding Target was negotiated with the Seller; and

ii)The SPV has purchased the subject Property from the Seller.

4.14 Realist has the full discretion to elect not to make available any Property for investment on the Platform, to stop or cancel any Investment Round, or to reject any request for Investment made through the Platform

4.15 You further acknowledge and agree that Realist has the full discretion for all interior design work, furnishings and fixtures; white goods, and all civil and landscape works in and for such Property.

4.16 In case any Material Change takes place during the Commitment Period, we will notify the Investors to that effect with the details of the Material Change and require them to approve the Material Changes within five (5) business days. If you fail to approve the Material Change within the aforementioned period, we may cancel your Investment.

4.17 if a Material Change occurs following the Commitment Period has ended, we will display a notification on the Platform with the details of the Material Change, its implications on the rights of the Investors and the proposed steps, if any, that Realist, acting in good faith, proposes are appropriate to be taken in such circumstances.  

5. INVESTMENT ROUND

5.1 Realist operates and managers the Platform on the basis of this Agreement and allows you to view and experience its product, including the website (www.realist.ee) and the mobile application available on IOS and Android. After identifying a Property, we will list it on the Platform with the aim of combining your Investment with that of other Investors and reaching the Funding Target in time to complete the purchase of the subject Property.

5.2 Before a Property is made available for Investment on the Platform, Realist will hire the services of a qualified independent surveyor to produce a valuation report for the subject Property on behalf of the SPV. The purpose of this valuation will be to support the proposed acquisition price of the Property in accordance with the latest information provided in the Investment Round.

5.3 In order to optimize value for our Investors, we may engage in pre-sale negotiation with the Seller of the Property.

 6. KNOW-YOUR-CUSTOMER (KYC) AND ANTI-MONEY LAUNDERING (AML)POLICY

6.1 Money laundering refers the act of concealing the illegal origin of money generated by criminal activity and making it appear to have come from activity and making it appear to have come from legitimate sources. It is a serious crime as the money is generated from illicit activities such as terrorist funding, illegal arms trading, ding, drug trafficking, fraud, theft, racketeering, and human trafficking.

6.2 In accordance with the EFSRA AML Rules and Federal Law  on Anti-Money Laundering (“AML Laws”), Realist has put in place controls and procedures (“AML Policy”) to detect and terrorist financing being carried out on the Platform. The AML Policy includes following a Customer Due Diligence process, the appointment of an in-house Money Laundering Officer (MLRO), and compulsory AML training for all employees. Customer Due Diligence requires us to obtain certain information and documentation from you, as appropriate to verity your identity, residential address and origin of funds. You will not be able to use your Realist Account to carry out any deposit, withdrawal or investment transaction without us completing or updated your Customer Due Diligence profile.

7. DEPOSIT AND WITHDRAWAL

7.1 Subject to satisfactory KYC and AML, you can deposit funds to your Customer Wallet through wire bank transfer or electronic card payment, provided: (a) in the case of the former that you are the sole or joint account holder of the source bank account, or the account is in the name of the business or organization you represent, or (b) in the case of the latter, that you are the card holder of the card being used. We do not accept cash payments.

7.2 You can deposit funds to your Realist Account in EUR. Any amount you have deposited into your Customer Wallet in any other currency will be reflected in EUR on “as received” basis, after any bank deductions for foreign exchange and transfer fees.

7.3 We reserve the right to reject any deposit transaction in case of non-compliance with KYC and AML or any other applicable requirements at the time of the deposit transaction. We may also reject or return a bank transfer if you fail to provide the correct reference number to your bank when initiating the wire transfer instructions.

7.4 You will not earn any interest on the funds available in your Customer Wallet.

7.5 Save where you have agreed to participate in an investment plan or other investment strategy with us, if applicable, the funds in your Customer Wallet remain yours to the extent that you have not used them, in part of in whole, toward an Investment through the Platform.

7.6 Any withdrawal request is subject to KYC and AML, which if successfully cleared, your withdrawal request will be approved and processed. The requested funds will be transferred to your bank account in the currency of your Sake Account. We accept no responsibility for any loss caused due to foreign currency conversion costs, exchange rate variation or any other costs and charges deducted by our bank or any correspondent bank.

7.7 You can access and view the available balance in your Customer Wallet at any time on the dashboard of your Realist Account and, subject to maintenance of KYC and AML, you are tree to withdraw the funds or invest them in any available investment opportunity through the Platform.

7.8 You acknowledge that the value of any credit or other promotional benefit or interest that we may offer to you at our discretion can only be redeemed in the form of Investments and cannot be withdrawn from your Realist Account.

7.9 All foreign exchange, transfer and any other bank or handling charges relating to deposits to and withdrawals from your Realist Account will be paid by you in full and deducted from the funds of your deposit or withdrawal transaction respectively.

7.10 You agree that Realist can restrict or suspend your Realist Account in the circumstances where such action is appropriate to comply with the terms of this Agreement and/or any applicable laws or regulations. The above said circumstances include, without limitation, times when your official identification documents have expired or your residential address has changed, in which case, as per our AML Policy, we require updated documents to maintain your Customer Due Diligence profile up to date.

7.11Pursuant to the protections conferred by the EFSRA Client Money Provisions:

a. All available balance in your Customer Wallet shall be held in the segregated Client Money Account which means your monies will not be combined with and will be kept separate from Realist’s own funds; and

b. In the event of insolvency, winding up or other Distribution Event as stipulated by the EFSRA, your money will be subject to the EFSRA’s Client Money Distribution Rules.

7.13 As per EFSRA rules, we conduct appropriate due diligence in the selection of third party banking and financial institution where your funds are held. This includes, without limitation, valuating the entity’s credit rating, capital and financial resources, insolvency regime of its jurisdiction, regulatory status, expertise, reputation and history. However, we do not accept any responsibility arising from an act, omission or default of any such third party bank or financial institutions.

7.14 Your funds are held together with those of other Investors in accounts to which all Investors generally and jointly have claim. Therefore you agree that you have no individual claim over any specific amount in any specific account.

7.15. You must register a valid bank account to carry out a funds withdrawal transaction. The account must be in your name or held jointly with another person. For the avoidance of doubt, any deposit made to your Customer Wallet through any means whatsoever including but not limited to electronic card payments may only be withdrawn (i) in terms of this Agreement, (ii) to your registered valid bank account, and (ili) may not and shall not be withdrawn by way of transfers to such electronic card, reversal of electronic card transactions, or otherwise.

7.16. Please also note that withdrawals of deposit amounts made through electronic and payments will be subject to a penalty charge of up to 2.50% of the total amount withdrawn.

7.17. All withdrawals to international bank accounts are subject to a minimum withdrawal amount of EUR 1000.

7.18. Where you have agreed to participate in an investment plan or other investment strategy with us, you may not withdraw your money (or any part amount thereof) except after a cancelation during the Cancelation Period or Cooling Off Period in respect
of a Property identified pursuant to such plan or strategy. In such cases, we will notify you of the identification of the Property, the beginning and the end of the relevant Cancelation Period and Cooling Off Period and the amount of your money allocated to such Property.

8. INVESTMENT PROCESS

8.1. Prior to making an Investment, you may fund your Realist Account on the Platform with the amount required for such Investment. Once your Customer Wallet has been appropriately funded, you can carry out an Investment in the Property of your choosing within its Investment Round by confirming the number of Investor Shares you wish to subscribe to, provided that the funds in your Customer Wallet corresponds to such number of Investor Shares to which you wish to subscribe. You may also invest in one or more Properties through a single, combined funding and investment transaction through our check-out feature.

8.2. After making an Investment through the Platform, your Investment in the Property cannot be canceled unless; (i) you have requested cancelation of your Investment within the Cooling Off Period; (il) the Funding Target has not been reached and a lower Funding Target was not successfully agreed with the Seller; or (iii) the Investment Round has otherwise been discontinued. In all of the aforementioned cases, your funds will be refunded back to your Customer Wallet, from where you can then withdraw or re-invest the proceeds in any other Property subject to KYC and AML.

8.3. If your Investment is not canceled within the Cooling Off Period, the amount of your Investment will be considered confirmed and provided the Funding Target has been reached, a new lower Funding Target has not been agreed with the Seller, or the Investment Round has not been discontinued, your Investment will be applied toward the subscription of Investor Shares in the SPV, which shall then be used to acquire the Property, meeting the Associated Costs as detailed on the Platform. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, you agree and acknowledge that upon the expiry of the Cooling Off Period as set out in this Agreement, (i) you may not cancel your Investment in whole or in part, and (i) your Investment shall be confirmed pursuant to the terms of this Agreement.

8.4. Available funds in your Customer Wallet are in EUR. We accept no responsibility for any foreign exchange losses or any bank charges incurred in use of your funds to carry out an Investment

8.5. After the Property has been acquired, you will collect all Dividend distributions and refunds in EUR. Such amounts will be credited to your Customer Wallet in EUR. Therefore, you will incur foreign currency exchange charges if funds are then converted to another currency upon withdrawal from your Customer Wallet. 

8.6. You are solely responsible to seek your own professional advice if needed in relation to foreign exchange, tax or other potential risks and liabilities in connection with your Investment.

9. CANCELATION RIGHTS

9.1. You have the right to cancel your Investment within the Cancelation Period and Cooling Off Period, either through the Platform or emailing us on info@Realist.ee.

9.2. By canceling your Investment, you will receive back only the original amount you invested, in the underlying currency of the Investment, and will not be entitled to any promotional benefits, discounts or other incentives offered to Investors in connection with the Investment.

9.3. Subject to KYC and AML, upon cancelation of your Investment, you can withdraw the funds re-credited to your Customer Wallet or re-invest them on the Platform. For the avoidance of doubt, if the original funds in your Customer Wallet which were used to make the Investment were in a currency different than that of the underlying Investment, charges for foreign exchange may apply.

9.4. You cannot cancel a purchase of Investor Shares carried out on our secondary transfer facility as such transaction is conducted between you and another Investor. The price of the Investor Shares in our secondary transfer facility will depend on the demand same.

10. FORMATION OF PRESCRIBED COMPANY

10.1. Upon formation of the SPV, you will be issued Investor Shares in accordance with your Investment. Realist will administer and manage the SPV under the Administration Agreement and articles of association of the SPV (the “Articles”). The Administration Agreement and Articles shall substantially be in the form attached as Appendix 1 and 2 to this Agreement.

10.2. You authorize Realist and its directors to execute all relevant documents on behalf of the SPV in connection with the formation of the SPV and purchase and sale of a Property and execution of other documents required in ordinary course of business including, without limitation, articles of association, transfer of shares, relationship declaration, divestment of investments, shareholder resolutions, appointment of any signatory, power of attorney or delegation of authority and any correspondence with the government authorities on your behalf.

10.3. Unless otherwise provided in this Agreement and Articles, you hereby agree and irrevocably undertake not to seek control or management of the SPV, whether direct or indirect, because of your ownership of Investor Shares.

11.INVESTMENT RETURNS 

11.1. Dividends from your Investment will be credited to your Customer Wallet. The funds shown in your Customer Wallet will be held in a client money account with LHV Bank (“BANK“). Subject to your ongoing compliance with KYC and AML, you may withdraw your available balance or choose to invest the same in a Property of your choice. 

11.2. We request you to read this Agreement and the Platform Documents available on the Platform which govern your Investment and associated matters. Distribution of Dividends depends on various factors such as the Property being rented out and the availability of balance funds after paying out all costs and expenses incurred in the running of the Property such as fees owed to the Property Manager, maintenance, repairs, insurance premium and fees, as well as the Annual Administrative Fee owed to Realist, KYC &AML Fees, periodic property valuations and any license renewal or other SPV-related costs. We will make full details of all applicable costs, expenses and fees available on the Platform. You understand that the value of your Investor Shares may change from time to time. Past performance of your or any other Investment is not a reliable indicator of future performance. 

11.3. Dividend distributions will generally follow the receipt of rent, which may vary depending on the schedule of payments agreed with the tenant at the Property. The timing of Dividends may be subject to Property. The timing of Dividends may be subject to an additional period from rent collection of up to three months to process declaration and payments. Dividends will usually be declared and paid at the end of each calendar quarter or month end. Dividend amounts will be in the currency of rent receipts and may occasionally reflect deductions for a floating balance or allowances to ensure sufficient funds remain available to pay the associated costs, running expenses and fees relating to the Property.

11.4. Individual dividend distributions to your Customer Wallet are subject to a minimum of EUR 1 per distribution.

11.5. If the rent is overdue, the Property Manager will use reasonable efforts to recover the same from the tenant. If the rent still remains unpaid, the Property Manager will notify the Investors of this event and propose whether to initiate legal action against the defaulting tenant or not. The Investors will engage in a voting process to decide the next course of action. If the Investors decide in the favor of taking legal action, the Investors will be responsible to pay for the relevant legal costs and attorney fees. To the extent that the available balance in the accounts of the Property are insufficient, such costs will have to separately borne from the Investors. The claim shall be made to recover the legal costs in addition to the unpaid rent. If the court awards legal costs in addition to the unpaid rent, the same will be reimbursed to the to the unpaid rent, the same will be reimbursed to the Investors.

11.6. You acknowledge that you will be solely responsible for any taxes or costs applicable to your income derived from the Investment.

12. PROPERTY MANAGEMENT, VOTING AND MAINTENANCE

12.1. For each Property, an independent Property Manager will be appointed under separate agreement executed with the SPV (the “Property Management Agreement”) whereby the Property Manager will be responsible for the day to day management and maintenance of the Property and authorized to exercise all rights, take decision and perform all responsibilities required in the ordinary course of management and maintenance of the Property.

12.2. Subject to the terms and conditions of this Agreement and the Articles, Investors will be invited to participate in a voting process, either through the Platform or otherwise, on the matters set out below in this Clause 11.2. Further, any Investor may wish to call for a vote on such matters either through the Platform or emailing us on info@realist.ee.

12.2.1. Approval for carrying out any material works to the Property, which are neither critical to meeting the contractual obligations of the SPV nor urgent in nature, and incur costs in excess of 5% of the original cost of and incur costs in excess of 5% of the original cost of the property or involve a period of longer than two calendar months without rental income; 

12.2.2. Approval for any modification in the initial Investment Period; 

12.2.3. Approval for the sale of the Property; and 

12.2.4. Approval for the appointment, change or removal of the Property Manager. 

12.3. When organizing a voting process, we will notify all Investors in the Property through their registered email address and inform them regarding the proposed voting schedule and description of the subject matter on which the voting is required. Investors who do not respond within the required timeframe will be considered as having abstained and their votes associated with their Investor Shares will be excluded from the total votes. Reminders will be sent to all Investors at appropriate times ahead of expiry of the voting period. All decisions, including the sale of the Property, will be taken on the basis of a simple majority (50% +1). 

12.4. You agree that: 

12.4.1. The Property will be controlled and operated by the Property Manager, as indicated on the Platform at the time of the Investment Round, who will continue to manage the Property unless the Property Management Agreement is terminated;

12.4.2. Any existing tenant will continue to lease and occupy the Property after it is acquired until the lease agreement has been terminated and the tenant has vacated the Property. The lease will be subject to renewal as per the lease agreement in place and applicable rental laws that are market standard; 

12.4.3. A reserve fund will be added to the transaction costs at the time of Investment and kept as an ongoing allowance to pay for any maintenance 1 charges that may arise in relation to the Property. Any undrawn amounts from this fund will be refunded at the end of the Investment Term. Any drawn amounts will be replenished from rental proceeds in order to maintain the same balance allowance available over the course of the Investment Term. Any single maintenance expense exceeding 5% of the original cost of the Property will require approval from the Investors via vote, otherwise it will be considered pre-approved; and 

12.4.4. Any sale of the Property at the end of the Investment Term is subject to payment of all associated fees and charges including, but not limited to, all applicable Realist Fees, brokerage fees and any other selling charges as may be required. 

12.5. Sale Request by Investors.

12.5.1. At any time during the Investment Period, any Investor may request for a sale of the Property (“Sale Request Notice”) based on the latest Estimated Valuation. 

12.5.2. The Sale Request Notice must be made by email info@realist.ee or through the Platform. Upon receiving such Sale Request Notice, Realist shall invite Investors to participate in a voting process, either through the Platform or otherwise, to approve such Sale Request Notice and authorize Realist and/or the SPV to identify potential buyers for the Property in good faith. 

12.5.3. When organizing the voting process for such Sale Request Notice, we will notify all Investors in the Property through their registered email address and inform them regarding the proposed voting schedule and description of the Sale Request Notice. Reminders will be sent to all Investors at appropriate times ahead of expiry of the voting period. The Sale Request Notice shall be approved in the event Investors holding at least 51% of the Investor Shares cast a valid affirmative vote. 

12.5.4. In the event the Sale Request Notice is approved in accordance with clause 12.5.3 above, Realist and/or the SPV shall attempt, in good faith, to identify a bona fide buyer for the Property offering a price for the Property that is greater than 80% of the Estimated Valuation. The Investors acknowledge and agree that we will use reasonable endeavors to identify such potential buyers and achieve the most favorable sale price we can for the Property, however by no means do we guarantee that we will identify potential buyers, identify a buyer offering a price for the Property that is greater than the Estimated Valuation, or achieve maximum possible price in the market. 

12.5.5. In the event a bona fide buyer for Property is not identified by Realist and/or the SPV, for any reason whatsoever and in the sole and absolute discretion of Realist, within 15 days of receipt of the Sale Request Notice, the Sale Request Notice shall be deemed to have been rejected. 

12.5.6. In the event a bona fide buyer of the Property is identified and an offer has been made to purchase the Property, the Investors will be invited to participate in a voting process, either through the Platform or otherwise, for the sale of the Property in accordance with clause 12.5.2, clause 12.5.3, and clause 12.5.4 above. 

12.5.7. Notwithstanding anything contained in this clause 12.5, in the event you submit a Sale Request Notice, which is either rejected in terms of clause 12.5.5 (“Notice Rejection”), or the vote set out in clause 12.5.6 in relation to such Sale Request Notice is not passed (“Sale Rejection”), you may not submit another Sale Request Notice within 6 months from the date of the Notice Rejection or the Sale Rejection, whichever is later.  

12.6. If, at any time, the SPV and/or Realist procures a buyer pursuant to this Agreement as notified by SPV and/or Realist, each Investor shall (i) be obligated to transfer all of the rights owned by such Investor to such buyer, and (ii) execute and deliver such instruments of conveyance and transfer and take such other action, including voting such Investor’s rights in favor of such sale and executing any purchase agreements, indemnity agreements, escrow agreements or related documents, as the SPV and/or Realist may reasonably require in order to carry out the terms and provisions of this clause, provided, however, that such instruments and related documents shall not include any representations or warranties of such Investor except such representations and warranties as are ordinarily given by a seller of securities with respect to such seller’s authority to sell, enforceability of agreements against such seller, such seller’s good title in such securities and the good title in such securities to be acquired at closing by the buyer. Further, any indemnity provision included in any such instrument, agreement or related document shall only indemnify the buyer with respect to breaches of such representations and warranties by such Investor, without any obligation or liability for contribution. 

13. ONGOING STATEMENTS AND VALUATIONS 

13.1. Through the Platform, you can stay updated with information about your Investment during the Investment Term. The information will be accessible via the dashboard of your Realist Account and will include a full statement of all realized income and expenses incurred in relation to the Property, the most recent estimated valuation of the Property (“Estimated Valuation”) as well as any other documents as appropriate. Unless otherwise provided by the EFSRA rules, we do not warrant or provide any assurances in regards to the accuracy of the information or documents relating to your Investment. 

13.2. The estimated valuation of your Investor Shares will be done on a semi annual basis using a desktop refresh of the original property valuation (obtained at the time of purchase of the Property) less any applicable transaction expenses, deferred taxes or other liabilities of the SPV. The basis of the valuation will be using updated market data and recent transactions executed in the same community or area as the Property, as per the operating standards of the selected third party valuation provider. 

14. REALIST FEES 

14.1. We will charge Investors the following one-time transaction fees: 

14.1.1. Acquisition fee of 1.5% of the Funding Target at the time of acquisition of the concerned Property (the “Acquisition Fee”); 

14.1.2. KYC and AML charge of 0.20% of the Funding Target at the time of acquisition of the concerned Property (the “Upfront KYC & AML Fee“); an 

14.1.3. Exit fee of 2.5% of the greater Sale Value of the concerned Property at the end of the Investment Term (the “Exit Fee“). 

14.2. No transfer of Investor Shares shall be registered in the Register of Shareholders without payment of the Transfer Fees. 

14.3. We will additionally charge annual fees, deductible pro-rata from the distribution proceeds of any Dividends paid to Investors, in the following amounts, expressed as a percentage of the Funding Target: 

14.3.1. Administrative fees of 0.5% per annum (the “Annual Administrative Fees“); an 

14.3.2. KYC and AML fees of 0.1% per annum, starting from the second year from the date of acquisition of the Property (the “Annual KYC & AML Fees“). 

14.4. If the Sale Value of the Property is greater than the Funding Target, then we will additionally be entitled to an incentive fee of 15% of the excess return above the Funding Target, net of all transaction costs at the time of sale of the property, as realized at the end of the Investment Term (the “Incentive Fee“). 

14.5. Subject to the EFSRA rules requiring fair treatment to all customers or otherwise, we may, where applicable, change, reduce, waive or offer rebates on our fees. 

14.6. Please note we may separately charge Sellers additional fees for selling their Property through the Platform. The fees charged to a Seller will vary depending on the details of Property including the negotiated purchase price and other factors applicable to Realist at the time of the Investment Round. The fees charged to Sellers may range from 0% to 10% of the purchase price. 

14.7. All fees owed to Realist will, where applicable, be rounded up to the nearest whole number. 14.8. We may change our fees at anytime by providing at least 10 business days prior written notice via email to all our Investors. 

15. REPRESENTATIONS

15.1. By creating a Realist Account and using the Platform, you agree to make the following representations: 

15.1.1. You are legally entitled to make the Investment; 

15.1.2. You have the capacity and authority to enter into a legally binding agreement with Realist; 

15.1.3. If you are a natural person, you are at least 18 years of age, of sound mind and fully aware of the legal implications of your own actions; 

15.1.4. You are the person whose registration details are being provided or, in the case of legal entities, you are a duly authorised signatory acting on behalf of the relevant entity; 

15.1.5. You agree to provide and maintain correct, complete and current information for registration, KYC and AML, including, without limitation, your full name, date of birth, country of residence, origin of funds and contact details. You are obligated to keep all of your information updated at all times; 

15.1.6. You understand that fraud and fraudulent misrepresentation constitute serious crimes and are punishable with imprisonment and/off-Ines under the applicable laws of Estonian Repupblic and EU. You warrant and undertake to us that all information given to us in respect of your account is complete, true and accurate in all respects and not misleading in any way;

15.1.7. You are acting as principal not as agent for any third party; 

15.1.8. Your funds deposited with us originate from legitimate sources and have no connection with any crime. You will not attempt to use this Platform for the purpose of any illegal activity including money laundering. You will comply with our KYC and AML protocols to enable us to meet our legal and regulatory obligations, including providing all information we may require to verify your identity, residential address and origin of funds. You will not be able to withdraw funds from your Realist Account without satisfying our KYC and AML requirements; 

15.1.9. You are not insolvent, bankrupt, under creditor’s process or otherwise subject to any legal restriction limiting your ability to enter into this Agreement or make an Investment; 

15.1.10. You are not currently residing in a country or territory where it is illegal to make the Investment; 

15.1.11. You are obligated to (a) keep your Realist account secure from unauthorized access and misuse, and (b) maintain strict confidentiality of your username and password. Subject to maintenance of correct account information, we will assume that all activity under your Realist Account is your own. You assume all risks and losses and legal liabilities arising from your use or any unauthorized access to and use of your Realist Account by any third party. You will of your Realist Account by any third party. You will indemnify and hold us harmless from and against all losses, damages, claims, demands, expenses and costs caused due to your use or any unauthorized access to your Realist Account; 

15.1.12. You have read, agreed and acknowledged the Key Risks displayed on the Platform and shall read, agree and acknowledge the Key Risks every time you make an Investment using the Platform. You understand the potential risks, losses and benefits associated with the Investment and agree to assume the full extent of all such risks, losses and benefits; 

15.1.13. You agree that your Investment will be held in the form of Investor Shares in a SPV. As such, you will do any and all such things required to make sure that all applicable rules and regulations pertaining to the Investor Shares are complied with; 15.1.14. If you are investing in an investment plan, no assessment is made that any Investment selected by the system is suitable for you; 

15.1.15. You cannot assign, sell or transfer your Realist Account to any other third party nor can you acquire, attempt to acquire, or otherwise look to become the beneficiary of any assignment or transfer of a Realist Account created by or designated to any third party; 

15.1.16. You must not use the Platform in any manner which is detrimental or harmful to Realist or other Investors, as we may determine in our sole discretion. If you breach the foregoing provision, we reserve the right to suspend or block your access to the Platform and close down your Realist Account; and 

15.1.17. You have in place appropriate security systems and will ensure it is updated regularly to better protect your Realist Account against spyware, virus and any other possible cybersecurity threats. 

15.2. We allow you to make Investments through the Platform in consideration of your aforementioned representations on which we take full reliance as accurate, complete and reliable information. If your representations are false or misleading, we reserve the right to annul and rescind our agreements with you, terminate your Realist Account and, subject to our applicable KYC and AML policies, return any available funds in your Customer Wallet (less any applicable transfer charges (which shall be for your own account)). In addition, you agree to indemnify us for the losses, damages, expenses and costs caused to us due to such false representations. In case you fail to comply with the KYC and AML requirements, we reserve the right to report the fact to the concerned authority for further legal actions, including possibly withholding any funds in your Realist Account. 

16. TRANSFERS 

16.1. You can transfer your Investor Shares in the manner provided hereunder. The modes of transfers provided in this section are exhaustive in nature and any transfer in violation of the same will be invalid and have no legal effects. Transfer of Investor Shares may occur as a result of: 

16.1.1. A majority of Investors vote in favor of selling the Property to a third party; 16.1.2. Illness, incapacity or disability of an Investor, in which case a person nominated by the Investor can assume the rights to his Investment(s). All responsibility for arranging appropriate succession planning and putting in place appropriate plans for any nominated beneficiaries to take title of a Realist Account and Investments in the event of a death or incapacity lies solely with the Investor. If in doubt, you should seek your own advice on this matter before investing; 

16.1.3. A request to transfer your Investor Shares to your spouse or other family members, subject to our confirmation (which we reserve the right to withhold at our sole discretion) and satisfactory KYC and AML; 

16.1.4. If an Investor is a corporate or other legal entity, a bankruptcy, creditor’s process or other insolvency event. Note, transfers in these circumstances are subject to a right of first refusal granted to Realist and its Investors and allowed only (i) as directed by a valid third party administrator, (ii) if the transferee executes a deed of adherence to this Agreement in a form satisfactory to Realist and (iii) if the transferee meets satisfactory KYC and AML.

16.1.5. Upon launch of the Realist secondary transfer facility, a transfer to another Investor via Realist after the Lock-In Period. All details regarding the secondary transfer operations will be disclosed on the Platform. 

16.2. For the avoidance of doubt, if you sell your Investor Shares before the distribution of a Dividend, you will lose any entitlement to the Dividend. 

17. TERMINATION AND VARIATION 

17.1. This Agreement will be effective immediately upon execution and will continue to be effective for an indefinite period unless terminated upon the following events: 

17.1.1. Realist becomes insolvent; 

17.1.2. Realist decides to terminate or rescind this Agreement, whether in its sole discretion or due to certain circumstances such as your breach of any provisions of this Agreement; 

17.1.3. If you withdraw your funds from your Customer Wallet and close your Realist Account (in this case we may retain certain part of your information to meet our regulatory obligations); or 

17.1.4. The date on which the Property is or your Investor Shares are sold in accordance with this Agreement. 

17.2. We reserve the right to make amendments to this Agreement to ensure compliance with all applicable laws or regulations or on any other grounds we deem necessary at our sole discretion. If we make amendments in this Agreement, you will be notified through your registered email and/or the Platform. Your continued use of the Platform will constitute your consent to the amended terms and conditions. Provisions in previous versions of this Agreement will continue to apply. In case of a conflict between any new and older versions, the most recent version of this Agreement will take effect unless expressly stated otherwise. 

18. CONTIGENCY PLANNING 

18.1. In the event a force majeure has lead to a failure in the operation of the Platform, we will initiate our Business Continuity Plan (BCP) to (a) continue critical business activities (b) protect data; (c) ensure effective communication through phone and email with current Investors; and (d) restore the normal operations of the business as soon as possible. You can request a copy of the BCP by sending us an email on info@realist.ee. 

18.2. In the unlikely case that any circumstances force us to limit, suspend or cease business operations, or that we are permanently unable to run the business, our Cessation Plan (CP) will be implemented. The CP provides contingency arrangements and procedures to ensure the smooth administering of Investments and other relevant matters.

18.3. If circumstances require implementation of the CP, but the majority of Investors decide in favor of liquidation of the Investment, our staff will supervise the sale of the Property and return the capital of the SPV to Investors in proportion to their respective Investor Shares, if any. Disposal proceeds from the sale of the Property will be applied in first priority to meet the costs of liquidation. We will not accept any responsibility nor assume any liability if the sale of any Property leads to any capital loss. You can request a copy of the CP by sending us an email on info@realist.ee 

19. LIMITATION OF LIABILITY 

19.1. Realist operates the Platform to facilitate Investments by you. Nothing that we do constitutes a recommendation or professional advice. We make no warranties and representation that the expected performance or results associated with your Investment will be realised nor do we assume any liability whatsoever to that effect.

 19.2. You acknowledge that Realist shall in no circumstances be liable to you for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by you arising out of your use of the Platform, including the making of any Investment, except as otherwise provided in this Agreement or under the laws of the Estonian republic.

19.3. The information we provide on the Platform, including estimates for future return, is based on assumptions. It is shown for guidance purposes only and should in no way be considered a guarantee of return or professional financial advice. We shall not be liable for shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by you arising from your use of such information. 

20. INDEMNITY 

20.1. You shall defend, indemnify and hold harmless Realist, its director(s), officers, agents, representatives, employees, successors, assigns and affiliates (collectively as “Realist Indemnified Parties“) from and against, without limitation, all claims, demands, actions, suits, judgments, losses, damages, fines, expenses and costs, including legal fees, arising in connection with this Agreement or your use of the Platform, including, without limitation, as a result of: 

20.1.1. Any breach of this Agreement by you; 

20.1.2. Any third party claim or dispute between you and any third party; or 

20.1.3. Any violation of applicable laws or regulations; or 

20.1.4. Any act or omission by you which create any civil or criminal liability. 

20.2. The foregoing provisions shall survive the termination of this Agreement. 

21. REGULATORY DISCLOSURES 

21.1. Based on the EFSRA rules, Realist initially classifies all Investors as Retail Clients. Subject to your eligibility under certain criteria provided by the EFSRA, you can request to be treated as a Professional Client. If you accept to become a Professional Client, you will lose certain protections that apply to Retail Clients. You can request more information regarding the implications of moving from a Retail Client to a Professional Client. We may reach out to you if we believe, based on information provided by you through the Platform, that you may qualify as a Professional Client. 

21.2. Conflicts of interest may arise in the ordinary course of business, between Realist and Investors or between different Investors. In order to better manage these situations, we are required to identify the circumstances beforehand and set out procedures to handle or mitigate the risk of such conflicts. If the risk of an actual or potential conflict is material and cannot be appropriately handled or mitigated, we are required to disclose the existence of such actual or potential conflict in order for you to be aware of the same and decide whether to continue be aware of the same and decide whether to continue engaging with Realist. 

21.3. Realist may have arrangements with brokers, agents, affiliates, partners, agencies and other third parties as the case may vary from time to time. Realist may offer incentives to such third parties by way of commissions, introduction or success fees, or revenue sharing agreement in exchange for marketing and promoting the Platform to Investors. Also, in return for using the Platform to sell properties Realist may also earn fees from Investors and Sellers including through their agents, brokers, developers and any other representatives. 

22. FEEDBACK AND COMPLAINTS 

22.1. We encourage and highly value your feedback and suggestions as it related to our products and services and your overall experience using the Platform. We treat this information with the utmost importance and use it to continually improve our operations and business where we can. 

22.2. If you are unhappy with the experience you have had with us, you have a right to file a complaint. It is our duty to ensure that your complaint is attended to promptly and that you are treated in a consistent and fair manner. 

22.3. In the immediate term, EFSRA regulations require us to escalate any complaints to our Senior Executive Officer (SEO). Within seven (7) days of your complaint, the SEO will personally contact you to notify receipt of your complaint and to inform you of the details of the appointed person from Realist who will look after investigating and resolving the case, usually within a maximum of sixty (60) days. You will be kept updated on the progress as soon as practicable. 

22.4. If your complaint is referred to any external party, such as a regulatory body or arbitrator, we may be required to disclose your personal data, as defined under the ÄRIREGISTER Data Protection Laws. You may object to such disclosure at anytime provided it is on reasonable grounds and documented in writing. 

22.5. During the investigation, we will work on diagnosing the problem, identifying the root causes and then aiming to rectify the issue. For this purpose, the appointed person may reach out to you to collect more information. We may keep records and audit trails to monitor the case and enhance our internal operations. After evaluating the findings of the investigation, we will decide on how to deal with the complaint and we will communicate the same to you. 

22.6. You can make a complaint by sending us an email at contact@getRealist.com. 

23. GENERAL TERMS 

23.1. In the event that we, for any reason, have not insisted on strict adherence with your obligations under this Agreement or failed to avail any remedies or exercised any rights available to us under this Agreement or any applicable laws, this will not constitute a waiver of the same or any relief in respect of the relevant obligations that you have failed to perform. 

23.2. No waiver, whether full or partial, shall constitute waiver of future rights or remedies. 

23.3. Subject to the ÄRIREGISTER rules, if any provision of this Agreement or of any other document referred hereunder is found by a competent court or authority to be invalid, unenforceable and unlawful, the same will be severed from this Agreement or any such document and the remaining provisions will be valid, legal and enforceable. 

23.4. Nothing in this Agreement is intended to be interpreted to establish any joint venture, partnership, or agency. There are no arrangements that permit any Party to act on the behalf of the other Party in anyway or for whatever reason. 

23.5. All notification, notice or communication (a “Notice“) required to be provided under this Agreement shall be made in writing and delivered by hand or by pre-paid courrier services with delivery to such party’s registered address or sent to such such party’s registered address or sent to such party’s registered email address. The Notice shall be deemed to be served; (a) in the case of delivery by hand, upon issuance of a signed acceptance receipt of such Notice or immediately when it is left at the registered address; (b) where the Notice is sent by post services, upon expiry of two business days; and (c) where the Notice is sent through email, on the next business day. 

23.6. All communications under this Agreement shall be made in English language. 23.7. Any dispute or claim arising out of this Agreement will be governed by the applicable ÄRIREGISTER law and such disputes or claims will be resolved exclusively by the ÄRIREGISTER Courts. You agree that you will first attempt to resolve your issues by filing a complaint. 

23.8. This Agreement, along with the Administration Agreement, Articles and any other document referred to herein, constitute the entire agreement between us and you and supersede any and all previous oral or written discussions, correspondence, representations, negotiations or agreement. 

24. CONTACTS 

24.1. All notice, communications, suggestions, queries or complaint required to be made under this Agreement shall be made via email to contact@getRealist.com.

APPENDIX1

ADMINISTRATION AGREEMENT 

A. PARTIES 

This administration agreement (“Administration Agreement“) is entered into on the date [A] (“Execution Date“). between: 

Realist OÜ, a company limited by shares incorporated and registered in Estonian Business registry  (“ÄRIREGISTER“) with company registration number (“Realist“); and 

[Insert the relevant Prescribed Company name], a special purpose vehicle incorporated and registered in the ÄRIREGISTER with company registration number [A]) and with a registered office located at ÄRIREGISTER, Estonia  (hereinafter as “Company“). 

This Agreement along with the General Terms of Use, Privacy Policy and Investment Agreement constitute a single legal arrangement between the Company and Realist. 

B. RECITAL: 

Whereas, the Company desires to appoint Realist, and Realist agrees to be appointed, to manage the affairs of the Company under the terms and conditions of this Administration Agreement; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties intending to be legally bound hereby agree as follows. 

C. INTERPRETATION 

In this Administration Agreement: (a)The terms and expressions once defined in this Administration Agreement, or any document referred hereunder, shall give the same meanings throughout this Administration Agreement; 

(b)Where a word is used in singular form, the same will be deemed as if it includes the plural form. The words denoting one gender will be deemed to denote every gender and the word person, in addition to natural person, refers to a corporation, partnership, cooperative society and all kind of other body and entity; 

(c) Any technical term used hereunder, which is defined in the Act or any other applicable law, shall have the same meaning as defined in such Act or applicable law. (d)A reference to any rules, regulations or law shall include their latest version unless expressly provided otherwise; 

(e) A references to this Administration Agreement or any other document will, where it is relevant and appropriate, be deemed as references to the latest version of this Administration Agreement or such other document as amended, varied, novated, supplemented, and/or replaced with any other terms in any manner; 

(f) If either Party has undertaken not to do any act, the same shall be construed that such Party has also undertaken not to permit, suffer, assist and otherwise cause to do such act and if such Party has undertaken to do an act, the same shall be deemed that such Party has undertaken to refrain from doing of such act or thing which is inconsistent with the doing of such act or thing. 

(g) The heading and numbers to any provision of this Administration Agreement are given for the purpose of reference only and will not affect its interpretation in any manner; 

(h)Act refers to the latest version of the Law; 

(i)Articles mean the Articles of Association of the Company; (j) Business Day means any day on which it is permissible inEstonia to carry out business and not being Friday, Saturday or any official public holiday; 

(k) Confidential Information includes the terms and conditions of this Administration Agreement and all other agreements, understandings, arrangements, negotiations, business meetings, business secrets, and personal information entered into, made, and disclosed between the Parties in connection with the subject matter of this Administration Agreement; 

(I) EFSRA is an abbreviation of the Dubai Financial Services Authority; 

(m) Parties mean the parties which has executed this Administration Agreement; (n) Personal Data refers to any information or data of any individual held by any Partywhich can be used, either alone or together with any other information or data currently held by such Party or may hold in future, to identify such individual; (o) Process means storing, interpreting, copying, integrating using and sharing any Personal Data or taking any action in connection with the same; (p) Property means the property acquired or to be acquired by the Company for the purpose of investment under the Investment Agreement; (q) Sales Taxes means any applicable sales, VAT or similar tax liabilities imposed by law; (r) Services refer to the Services listed in Schedule 1; and 

(s) Shareholders refer to the individuals or entities listed on the ÄRIREGISTER Registrar of Shareholders of the Company. 

1. ENGAGEMENT 

1.1 The Company hereby irrevocably engages Realist to provide the Company with the Services under this Administration Agreement.

1.2 This Administration Agreement shall come into force and become effective immediately after incorporation of the Company. 

1.3 Realist shall provide a shortlist of suggested directors for the Company. The Company irrevocably agrees that it shall, within fourteen (14) days from receipt of Realist’s shortlist, appoint such persons as the directors of the Company. 

1.4 The Company shall, save upon the instructions of Realist, not terminate the appointment of the directors in any circumstances. Realist reserves the right to instruct the Company to remove any director and/or appoint of any other director at any time. If Realist instructs the Company to make such changes, the Company irrevocably agrees to affect such instructions without undue delay. Any appointment, suspension and removal of any director to or from the board of the Company is invalid and without any legal grounds unless made with the prior written approval of Realist. 

1.5 Acting in good faith, Realist shall use best efforts to provide full assistance to the Company in all matters in connection with the administration of the Company as per the Services set out in Schedule 1. 

2. TERM AND TERMINATION 

2.1. This Administration Agreement shall become effective on the Execution Date and shall expire on the date when the Property is sold by the Company. 

3. COMPANY OBLIGATIONS 

3.1. The Company hereby irrevocably agrees to:

3.1.1. Do all such things necessary to facilitate an orderly provision of the Services by Realist; 

3.1.2. Allow Realist to access the Property or any other areas of the Company which Realist reasonably requires for the performance of the Services or any other obligation under this Administration Agreement; 

3.1.3. Allow the Property Manager to access the Property for the performance of the services under the Property Management Agreement. 

3.1.4. Ensure timelytransmission of accurate information as may be requested by Realist acting reasonably; 

3.1.5. Be responsible for insuring the Property sufficiently. Realist will provide assistance to the Company to enable it to obtain appropriate takaful/insurance and manage any claims process in a timely and organized way; and

3.1.6. Pay all applicable fees and charges when the same fall due. 

4. ADMINISTRATIVE FEES AND OTHER EXPENSES 

4.1. In exchange for the Services, the Company shall pay ongoing fees to Realist as provided hereunder: 

4.1.1. Annual Administrative Fees. 

4.1.2. Annual KYC &AML Fees. 

4.2. For the avoidance of doubt, payments of all fees to Realist will be subject to VAT as applicable in Estonia. 

4.3. The Company shall additionally be liable to pay for all third party expenses, charges, fees and costs incurred or arranged by Realist on behalf of the Company, including for any matters beyond the scope of the Services, in order to appropriately satisfy its obligations under this Administration Agreement (the “Third Party Expenses“). This includes, without limitation, all utilities costs, repair and maintenance works, community and service charges, and fees for periodic property valuations. 

4.4. The fees in 5.1.1 and 5.1.2 will be charged and recovered on monthly or quarterly basis depending on the case as soon as invoiced by Realist, subject to clause 6.1. Any Third Party Expenses will be covered in a manner stated in clause 6. 

4.5. All invoices payable by the Company shall be settled as soon as practicable in accordance with the payment terms of the relevant invoice. 

4.6. All invoices issued in connection with any Third Party Expenses incurred by Realist and/or any reimbursable expenses will be supported with relevant copies of receipts verifying such payments which will be kept on record. 

5. PROPERTY COSTS 

5.1. If a material cost arises in the provision of the Services (a “Material Cost”) which cannot be met from rental income derived from the Property, Realist will promptly inform the Company to that effect and will work closely with the Company to agree with the Company as to how to proceed. 

5.2. In the event that a Material Cost cannot be paid by the Company when payable, Realist shall be permitted to make payment of the Material Cost on the Company’s behalf. Until such time as Realist has been reimbursed in full the amount of the Material Cost, the Company shall apply in repayment of such Material Cost (i) all rental income received, (ii) all capital injected by the shareholders into the Company and (iii) any other revenue received by the Company. The reimbursement of the Material Cost shall be structured in a Shariah-compliant manner. 

5.3. If Realist receives a payment for application against amounts due to it that is insufficient to discharge all amounts then due and payable in respect of a Material Cost, Realist shall apply that payment, first in and toward payment of any accrued profit and, and secondly, in payment of the outstanding Substantial Cost. 

6. LEGAL AND COMPLIANCE 

6.1. Realist warrants that it shall operate in accordance with all applicable laws and ensure ongoing maintenance of all relevant licenses, authorizations, permissions and regulatory approvals (the “Compliance Documents”) required to perform its obligations under this Administration Agreement. Upon its request, Realist shall furnish any Compliance Document to the Company without undue delay. 

7. CONFIDENTIALITY 

7.1. The parties agree that the content of this Administration Agreement and the Confidential Information shall be kept strictly confidential and no Party shall use the Confidential Information other than in connection with the performance of contractual obligations under this Administration Agreement. 

7.2. Notwithstanding anything stated to the contrary, either Party may disclose the Confidential Information, or part thereof: 

a) To its officers and employees on a need-to know basis provided that they are made aware of the obligations under this Administration Agreement and take all reasonable steps to comply with this confidentiality clause; 

b)To its advisers, agents or consultants on a need-to know basis in the performance of their professional duties; 

c) To fulfill any legal requirements, or comply with the rules of professional practice, any applicable laws or order of any competent court or legitimate authority;

 d)To any potential or current Investor; 

e) Subject to the execution of a non-disclosure agreement with substantially similar provisions as provided hereunder, to any third party bona fide potential buyer of the Property or business of any party if such part of the Confidential Information is relevant in the context of the proposed deal;

f)Where the information is known to such Party prior to disclosure under this Administration Agreement; 

g) Where the information was received from any third party without a duty of confidentiality or other disclosure restrictions; or 

h)Where the information becomes generally available in the public domain unless such information was released in breach of this confidentiality clause. 

7.3. The provisions of this clause shall survive the termination or expiry of this Administration Agreement to the extent they remain relevant. 

7.4. Upon termination of this Administrative Agreement, each Party shall either destroy (and certify as to the destruction) or return or make available for collection by the other party all documents received under this Agreement containing the Confidential Information within five (5) business days of the termination date. Confidential Information obtained under professional privilege as provided by law is exempt from the requirements under this clause. 

8. ASSIGNMENT 

8.1. Realist reserves the right to assign, transfer, subcontract any or all of its rights and obligations under this Administration Agreement by giving a written notice to the Company. 

9. TERMINATION AND VARIATION 

9.1. Any amendment made by the Parties to this Administration Agreement shall be binding and effective if entered into in writing by the Company and Realist (emails included). Following an agreed amendment, the relevant change shall be communicated to the Investors through the Platform or through their email address registered with the Company 

9.2. Without affecting any other right or remedy available to it, Realist may terminate this Administration Agreement with immediate effect by giving written notice to the Company. Without affecting any other right or remedy available to it, the Company may terminate this Agreement with immediate effect by giving written notice to Realist where it is finally determined by a court of competent jurisdiction that there has been gross negligence or willful misconduct on the part of Realist. 

10. VALIDITY OF AGREEMENT 

10.1. Each Party makes warranties and representations to the other that: 

(a) It has full legal capacity and authority to execute this Administration Agreement and perform the obligations set out herein; 

(b)The representatives of each Party who are signatories to this Administration Agreement have the necessary authority to enter into the Administration Agreement on the behalf of respective Party; and 

(c) Its legal, valid and binding obligations shall be in full force and effect upon execution of this Administration Agreement.  

11. NOTICES

11.1. All notification, notice or communication (a “Notice“) required to be provided under this Agreement shall be made in writing and delivered by hand or by pre-paid courrier services, with delivery to such party’s registered address, or sent to such party’s registered email address. 

11.2. The Notice shall be deemed to be served; (a) in the case of delivery by hand, upon issuance of a signed acceptance receipt of such Notice or immediately when it is left at the registered address; (b) where the Notice is sent by courrier, upon expiry of two business days; and (c) where the Notice is sent through email, on the next business day. 

12. MISCELLANEOUS 

12.1. No amendments or variations to this Administration Agreement shall be effective unless the Parties agree the same in writing (emails included). 

12.2. This Administration Agreement forms the entire agreement between the Parties in respect to the concerned matters, superseding any previous, written or oral agreements between the Parties in respect to those matters. 

12.3. No provisions or terms shall be implied whether by custom, traditions, usage or otherwise into this Administration Agreement unless otherwise required by applicable laws. 

12.4. Each party acknowledges that it has not relied on any warranty, representation or covenant which has not been included in this Administration Agreement. Each Party waives all rights and remedies available to it arising from such warranty, representation or covenant. Nothing in this clause is intended and shall be interpreted to exclude any liability for fraud, misrepresentation or offence. 

12.5. This Administration Agreement shall not be intended or interpreted to form a joint venture, partnership, or agency between the Parties. There are no arrangements that permit any Party to act on the behalf of the other Party in anyway or for whatever reason. 

12.6. No third party can enforce any provision of this Administration Agreement, unless otherwise provided hereunder to the contrary. The Parties may make amendments in this Administration Agreement to the effect of restricting and/or eliminating any third party rights to enforce this Administration Agreement without obtaining the consent of any such third party. 

12.7. In the event that any provision of this Administration Agreement has been determined by a competent court or legitimate authority to be illegal, invalid or unenforceable (an “Invalid Provision”), the same will be severed from this Administration Agreement and the remaining provisions will continue to be legal, valid and enforceable as if the Invalid Provisions were never included. 

12.8. Any failure to exercise or delay in exercising a right or remedy provided under this Administration Agreement or by the applicable laws (a “Lawful Right“) does not form a valid waiver of such Lawful Rights or any other rights or remedies. A single failure to exercise or partially exercise a Lawful Right does not prevent any exercise or further exercise, in full or in part, of any other Lawful Rights. 

12.9. Any deadline, date, or period stated in connection with any performance under this Administration Agreement may be extended by mutual agreement of the Parties in writing (emails included). 

12.10. Except as expressly provided in this Administration Agreement, the rights of a Parties hereunder are in addition to and do not exclude or limit any other rights or remedies provided by law. 

12.11. This Administration Agreement shall be binding and in effect to the benefit of the Parties and their successors, legal heirs, personal representatives and permitted beneficiaries and/or assignees. 

12.12. This Administration Agreement may be executed in as many counterparts as appropriate. Each such counterpart forms an original when executed, but all the counterparts collectively constitute the original agreement. 

12.13. This Administration Agreement shall be governed by and construed in accordance with Estonian Republic law. Each Party hereby submits to the exclusive jurisdiction of the Estonian Courts. IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED, On this__th day of ___20___ 

——————————————————————————————————————————————————————————————————————————————

Company Realist 

Schedule 1 

DESCRIPTION OF SERVICES 

Pursuant to the Administration Agreement, Realist shall provide the following services relating to the Property and the Company (the “Services“): 

a. Handling the management of all statutory books, regulatory filings and communication with the official authorities on behalf of the Company; 

b. Handling, supervising and coordinating any voting process through the Platform required to be made in respect of the Company, including without limitations, decisions on exit, a change, removal or appointment in property manager, or any other similar strategic decision to be made by the Investors; 

c. Acting as agent on the behalf of the Company to execute and handle any property management agreement in respect of the Property; 

d. Collecting, aggregating and processing information regarding the Property and Company, and then raising the same to the attention of the Investors through the Platform; 

e. Controlling funds of the Company for the purpose of day-to-day management of income and expenses including without limitation, collecting rents, making purchases, paying fees and Third Party Expenses and distributing dividends; 

f. Procuring and maintaining appropriate takeful/insurance cover for the Property; 

g. Representing the Investors in any legal matters or disputes arising in connection with the Property; 

h. As and when required, engaging an independent and qualified professional valuer and ensuring a valuation is appropriately carried out in relation to the Property; 

i. Subject to appropriate instruction by the Company, procuring the services of an agent to sell the Property; 

j. Managing and assisting in the process of the issue of shares in the Company; 

k. Liaising and coordinating with the Property Manager; and 

I. Such other services as may be required in the ordinary course of administrating the operations of the Company. 

APPENDIX 2 – Standard Articles of Association For Private Companies 

STANDARD ARTICLES OF ASSOCIATION FOR PRIVATE COMPANIES 

COMPANIES LAW, ÄRIREGISTER LAW NO. 5 OF 2018 [INSERT COMPANY NAME] (the”Company“) 

A Private Company 

INTERPRETATION 

In these articles; 

(i)the following terms shall have the meanings set opposite, if not consistent with the subject or context; 

‘Articles’ means these articles of association of the Company.

`Board‘ means the board of Directors of the Company. 

‘Class A’ or ‘Management Shares’ means the non-participating, voting shares in the Company classified as Class A Shares. 

‘Class A Shareholders‘ a person entered in the Register of Shareholders as the holder of a Class A Share in the Company. 

‘Class B‘ means non-voting, participating shares in the Company shares classified as Class B Shares.

‘Class B Shareholders’ a person entered in the Register of Shareholders as the holder of a Class B Share in the Company. 

‘Directors‘ means the directors for the time being of the Company or, as the case may be, those directors assembled as a Board or as a committee of the Board. 

`Incorporator‘ means a person who agrees to subscribe for Shares in the Company and to whom Shares are allotted and issued upon incorporation of the Company. 

`Law‘ means the Companies Law No. 5 of 2018 including any statutory modification or re-enactment thereof for the time being in force.

‘Office‘ means the registered office of the Company. 

‘Ordinary Resolution‘ means a resolution of a duly constituted general meeting of the Company’s Class A Shareholders passed by a simple majority of the votes cast on behalf of the Class A Shares entitled to vote through or on behalf of the Shareholders present in person or by proxy and voting at the meeting. It includes any unanimous written resolution of the holders of Class A Shares entitled to vote, expressed to be an ordinary resolution.

‘Register of Directors’ means the register or the Directors of the Company. 

‘Register of Shareholders” means the register of Shareholders of the Company. `Regulations’ means legislation made by the Board of Directors of the Dubai International Financial Centre Authority under the Law and are binding in nature. 

`Secretary‘ means the secretary of the Company, if any, or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary. 

‘Shareholder‘ a person entered in the Register of Shareholders as the holder of a Share in the Company.

`Shares‘ means Class A Shares and Class B Shares in the Company. 

‘Special Resolution’ means a resolution in respect of which notice of intention to propose the resolution has been given, and that has been passed by the positive vote of Class A Shareholders holding at least 75% of the Class A Shares entitled to vote on the resolution. 

‘Realistmeans Realist Properties Limited, a company incorporated and registered in the Dubai International Financial Centre (“ÄRIREGISTER“) with company registration number 4082 based at Gate Avenue Zone D, Level 1, ÄRIREGISTER Fintech Hive, Office Unit 1, ÄRIREGISTER, PO Box 507211, Dubai, United Arab Emirates, and licensed by the Dubai Financial Services Authority (“EFSRA“) to Operate a Property Investment Crowdfunding Platform under EFSRA Reference Number F005879. 

‘Realist Directors’ means each director appointed by Realist 

‘the holder’ means in relation to Shares means the Shareholder whose name is entered in the Register of Shareholders as the holder of the Shares. 

`Transmittee‘ means a person entitled to a Share by reason of the death or bankruptcy of a Shareholder or otherwise by operation of law.

(ii) unless the context otherwise requires, words or expressions defined in the Law, shall have the same meanings herein but excluding any statutory modification thereof not in force when these Articles become binding on the Company; 

(iii) unless the context otherwise requires: 

(a) words in the singular shall include the plural and vice-versa; 

(b)words in the masculine shall include the feminine; 

and 

(c) words relating to natural persons shall include companies, entities, associations or bodies of persons whether incorporated or not. 

(iv) the word “may” shall be construed as permissive and the word “shall” as imperative. (v) the headings herein are for convenience only and shall not affect the construction of these Articles; 

(vi) reference to a “Dirham” or “Dirhams” (or “AED”) are references to United Arab Emirate Dirham, legal currency of the United Arab Emirates; 

(vii) references in these Articles to “writing”, in relation to any document, instrument, certificate, notice, register or communication means a legible form of the information that is capable of being reproduced in tangible form, in any medium (including electronic means). For the avoidance of doubt, the Company may, with the consent of a Shareholder, communicate with that Shareholder by electronic means. 

(viii) references to statutes are, unless otherwise specified, references to the laws, regulations and other statutes of the Dubai International Financial Centre and, subject to paragraph (ii) above, include any modification or re-enactment thereof for the time being in force; and 

(ix) where an Ordinary Resolution is expressed to be required for any purpose, a Special Resolution is also effective for that purpose. 

2. COMPANY NAME 

The Company’s name is ‘ [Insert company name]’. 

3. COMPANY REGISTERED OFFICE 

The Registered office of the Company will be situated in the Dubai International Financial Centre, Dubai, United Arab Emirates. 

4. COMPANY OBJECTIVES 

The sole business activity of the Company as described under the Commercial Licence issued to the Company is:

 (i)a Crowdfunding Structure ,which is a structure of one (1) or more persons established for the purpose of holding asset(s) invested into through a Crowdfunding Platform that is operated by a Crowdfunding Operator licensed by the EFSRA; and 

(ii) such other activities that are, in the opinion of the Directors to be ancillary or incidental to the sole principal business activity, in accordance with the Law, Regulations and any other ÄRIREGISTER laws or laws applicable in the ÄRIREGISTER. 

5. LIABILITY OF SHAREHOLDERS 

The liability of Shareholders is limited to the amount, if any, unpaid on the Shares held by them in the Company. 

6. SHARE CAPITAL 

A. The authorised share capital of the Company is [Insert the total share capital that the company may issue] EURO (EUR ___.00)] divided into one (1) Management Share of one EURO (EUR 1.00) each and [insert total number of Shares the company may issue] Ordinary S ha re(s) of [(insert nominal value of each share] Euro (EUR1.00)] each. 

B. No Share shall be issued for less than its nominal value.

C. The initial share capital of the Company is [EUR [Insert the total share capital of the company on incorporation] divided into one (1) Management Share of one Euro (EUR 1.00) and insert total number of Ordinary Shares] Ordinary Share(s) of [one Euro (EUR 1.00) each]. 

7. COMPANY’S SHARES 

A. Subject to the provisions of the Law and these Articles: 

(i) without prejudice to any rights, entitlements or restrictions attached to any existing Shares, any Share may be issued with such rights, entitlements or restrictions as the Company may by Ordinary Resolution determine. 

(ii) the Company may issue, or convert existing non-redeemable Shares, whether allotted or not, into redeemable Shares, on such terms and in such manner as the Board may determine. 

B. No person shall be recognised by the Company as holding any Share upon trust and, except as otherwise provided by these Articles and by the Law, the Company shall not be bound by or recognise any interest in any Share except an absolute right of ownership. 

8. CLASSES OF SHARES

A. If the share capital of the Company is divided into different classes of Shares, the rights attached to any class may, be varied through a Special Resolutions passed by the holders of the Shares of that class, or any other class of Shares affected by the change. 

B. The rights attached to any class of Shares issued with preferred or other rights shall, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking equally with the first-mentioned Shares. 

9. SHARE CERTIFICATES 

A. Upon a person becoming the holder of any Shares, the Company shall upon a request of the holder, issue to the requesting Shareholder, free of charge, one (1) or more share certificates for the Shares held by the Shareholder. 

B. Every share certificate must specify: 

(i) the number of Shares; 

(ii) the class of Shares; 

(iii) the nominal value of the Shares; 

(iv) the amount paid up on the Shares; and 

(v) any distinguishing numbers (if any) assigned to the Shares. 

C. A single share certificate shall not be issued in respect of more than one (1) class of Share. 

D. If more than one (1) person holds a Share jointly, only one (1) share certificate may be issued and delivery of a share certificate to one (1) joint holder shall be a sufficient delivery to all of them. 

E. If a share certificate is damaged, defaced lost or destroyed, that Shareholder is entitled to be issued with a replacement share certificate in respect of the same Shares, and: 

(i) may request a single share certificate or separate share certificates to be issued; 

(ii) shall return the damaged or defaced share certificates (if any) to the Company; and (iii) shall comply with such conditions as to evidence, indemnity and the payment of a reasonable fee as the Directors may determine. 

10. LIEN OVER PARTLY PAID SHARES 

A. The Company has a lien over every Share that is not fully paid for all amounts payable to the Company (whether presently payable or not) in respect of that Share. 

B. The Directors may at anytime declare any Share to be wholly or partly exempt from the Company’s lien. 

C. The Company’s lien on a Share: 

(i) takes priority over any third party’s interest in that Share; and 

(ii) extends to any amounts payable in respect of it. 

D. The Company may sell any Share it has a lien over, if a sum is payable on the Share and is not paid within fourteen (14) days’ from the date on which notice was given to the Shareholder of the Share or to the person entitled to it by reason of the Shareholder’s death, bankruptcy or otherwise, demanding payment and stating that if the notice is not complied with the Shares may be sold. 

E. The Directors may authorise a person to execute an instrument of transfer of the Shares to the purchaser or a person nominated by the purchaser. The purchaser’s (or its nominee’s) title to the Shares shall not be affected by any irregularity or invalidity in relation to the sale. 

F. The net proceeds of any such sale, shall be applied in payment of the amounts payable to the Company under the lien at the date of enforcement, and any remainder shall (subject to a like lien for any moneys not presently payable on the Shares before the sale) be paid to the Shareholder entitled to the Shares immediately prior to the sale. 

11. CALLS ON SHARES AND FORFEITURE 

A. Subject to the terms of allotment, the Directors may make calls upon the Shareholders in respect of any moneys unpaid on their Shares and each Shareholder shall (subject to receiving at least fourteen (14) clear days’ notice specifying when and where payment is to be made) pay to the Company, as required by the notice, the amount called on the Shares. A call may be required to be paid by installments. 

B. The Directors may, in whole or in part, revoke or postpone a call. 

C. Shareholders shall remain liable for calls made upon them notwithstanding the subsequent transfer of the Shares in respect of which the call was made. 

D. A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed. 

E. The joint holders of a Share shall be jointly and severally liable to pay all calls in respect of the Share. 

F. If a call remains unpaid after it has become due and payable, the Shareholder is liable to pay a penalty on the amount unpaid from the day it became due and payable until it is paid, at the rate: 

(i) fixed by the terms of allotment of the Share; 

(ii) specified in the notice of the call; or 

(iii) the Directors may determine (which shall not exceed 10% per annum),

but the Directors may waive payment of the penalty wholly or in part. 

G. An amount payable in respect of a Share on allotment or at any fixed date, or as an instalment of a call, shall be deemed to be a call and if it is not paid, the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call duly made and notified. 

H. The Directors may, on the issue of Shares, differentiate between the Shareholders as to the amount of calls to be paid and the times of payment. 

I. The Directors may, if they think fit, receive from a Shareholder the whole or a part of the amount remaining unpaid on Shares held by the Shareholder, although no part of that amount has been called up. 

12. TRANSFER OF SHARES 

A. The instrument of transfer of a Share may be in any form which the Directors may approve and shall be executed by or on behalf of the transferor and, if the shares are partly paid, the transferee. 

B. The Directors may refuse to register the transfer of a Share if the Share is not fully paid or the instrument of transfer, the share certificate and any other evidence that the Directors may reasonably require, are not duly filed at the registered office or the office

C. If the Directors refuse to register a transfer of a Share, they shall within fourteen (14) days’ notify the transferee and transferor accordingly. 

D. The Directors may suspend the registration of transfers of Shares at such times and for such periods (not exceeding thirty (30) days’ in any year), as determined by them, acting reasonably. E. No fee shall be charged for the registration of any instrument of transfer. 

F. The transferor remains the holder of a Share until the transferee’s name is entered in the Register of Shareholders as the holder of the Share. 

G. The Company shall retain any instrument of transfer which is registered. 

13. TRANSMISSION OF SHARES 

A. If title to a Share passes to a Transmittee, the Company may only recognise the Transmittee as having any title to that Share. 

B. ATransnnittee who produces such evidence of entitlement to Shares as the Directors may properly require may, subject to these Articles, choose to either: 

(i) become the holder of those Shares, in which case the Transmittee shall notify the Company in writing of that wish and once the Transmittee becomes the holder of the Shares has the same rights as the Shareholder had; or 

(ii) have them transferred to another person, in which case the Transmittee must execute an instrument of transfer in respect of it in accordance with article 12. C. The Transmittee shall only have the right to attend and vote at a general meeting or agree to a written resolution when the Transmittee becomes the holder of the Shares. 

D. Any transfer made or executed under this article is to be treated as if it were made or executed by the person from whom the Transmittee has derived rights in respect of the Share, and as if the event which gave rise to the transmission had not occurred. 

E. If a notice is given to a Shareholder in respect of Shares and a Transmittee is entitled to those Shares, the Transmittee is bound by the notice if it was given to the Shareholder before the Transmittee’s name was entered in the Register of Shareholders. 

14. ALTERATION OF SHARE CAPITAL 

A. The Company may through a Special Resolution: 

(i) increase its share capital by creating new Shares; 

(ii) consolidate and divide all or any of its Shares (whether issued or not) into Shares of a larger amount than its existing Shares; 

(iii) sub-divide its Shares, or any of them, into Shares of a smaller amount; and 

(iv) cancel Shares which, at the date of the passing of the Special Resolution, have not been taken or agreed to be taken by any person and diminish the amount of the Company’s share capital by the amount of the Shares so cancelled. 

B. Any fractions of Shares resulting from a consolidation of Shares may be sold by the Directors on behalf of the Shareholders and the net proceeds distributed proportionately amongst those Shareholders. 

C. The Company may, in accordance with the Law, reduce its share capital in any way and on such terms as it may decide. 

15. PURCHASE OF OWN SHARES 

Subject to the provisions of the Law, the Company may purchase its own Shares. 

16. GENERAL MEETINGS 

The Directors may call, or on the requisition of Class A Shareholders in accordance with the Law, shall call, general meetings. 

17. REQUISITION AND NOTICE OF GENERAL MEETINGS 

A. Subject to the Law, a general meeting shall be called by at least fourteen days (14) days’ notice and an annual general meeting shall be called by at least twenty one (21) days’ notice, in writing to all the Class AShareholders, the Directors and auditors. 

B. Such notice of general meeting shall specify the time and place of the meeting and the general nature of the matters to be considered. A notice of meeting in respect of an annual general meeting shall in addition specify that it is in respect of an annual general meeting. C. The proceedings of a meeting are not invalid solely because of the inadvertent failure to give notice of the meeting to, or the failure to receive notice of a meeting by, any person entitled to receive such notice. 

18. PROCEEDINGS AT GENERAL MEETINGS 

A. Except in the case of the Company having a single Class A Shareholder who is entitled to vote, in which case resolutions will be adopted in writing by the single Class A Shareholder who is entitled to vote, no meeting shall take place unless a quorum is present. Two (2) persons entitled to vote shall constitute a quorum. 

B. If a quorum is not present within half an hour from the time stated for the meeting, the meeting shall be adjourned to a place and time determined by the Directors. If during the meeting a quorum ceases to be present the meeting shall be adjourned to a place and time determined by the Directors. 

C. The chairman of the Board shall chair the meeting. If the chairman of the Board is not present or willing to act within fifteen minutes of the stated time for commencement of the meeting, and in the absence of a nominee, another Director elected by the Directors present shall chair the meeting. If no Directors are present or willing to chair the meeting, then the Shareholders shall elect one (1) of their number to chair the meeting. D. A Director, regardless of whether he is also a Class A Shareholder, is entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of Shares in the Company. 

E. The chairman may adjourn the meeting with the consent of the majority of the votes at the meeting. No matters shall be considered at an adjourned meeting other than matters that might have been considered at the meeting had the adjournment not taken place. It is not necessary to give notice of the adjourned meeting unless the meeting was adjourned for fourteen (14) days’ or more, in which case at least seven (7) days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the matters to be considered. 

F. Unless a poll is demanded, a resolution put to the vote shall be decided on a show of hands. A poll may be demanded before or on the declaration of the result of a vote by show of hands: 

(i) by the chairman; 

(ii) by at least one (1) Class A Shareholder having the right to vote at the meeting; or 

(iii) by a Class A Shareholder representing not less than 5% of the total voting rights of all the Shareholders having the right to vote. 

G. Unless a poll is demanded the chairman may declare that a resolution has been carried or lost by a particular majority. The entry in the minutes of the meeting of that declaration shall be conclusive evidence of the result of the resolution. 

H. The chairman may consent to the withdrawal of the demand fora poll. 

I. A poll shall be taken in the manner the chairman directs and the result shall be the resolution of the meeting at which the poll was demanded. 

J. A poll demanded on the election of a chairman or on an adjournment shall betaken immediately. A poll demanded on any other question shall betaken as the chairman directs but not more than thirty (30) days’ after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll is demanded. 

K. Seven (7) days’ notice shall be given specifying the time and place at which a poll shall be taken unless the time and place is announced at the meeting at which the poll is demanded. L. A resolution may be passed in writing in accordance with the Law. 

19. VOTES OF SHAREHOLDERS 

A. On a show of hands, every Class A Shareholder present who is entitled to vote, including the representative of a body corporate Class A Shareholder, shall have one (1) vote. On a poll, every Class A Shareholder who is entitled to vote shall have one (1) vote for every Share held. This article is subject to any rights or restrictions attached to any Shares. 

B. Joint Class A Shareholders who are entitled to vote may only exercise one (1) vote or one (1) vote per Share as the case may be. If more than one (1) vote is cast by joint Class A Shareholders, only the vote of the joint Class A Shareholder whose name appears first on the Register of Shareholders shall be taken into account. 

C. Where a Class A Shareholder has had a personal representative appointed because of some physical, mental or other disability preventing him to act, that personal representative may exercise the voting rights of the Class A Shareholder if the personal representative has given notice to the Directors in writing in the form of proxy used by the Company and within the time limit for filing proxies prior to any meeting being held or vote being taken. 

D. No objection may be raised to the right of any voter except at the meeting at which the voter is to vote. The decision of the chairman in respect of any objection or the right of any voter shall be final. 

E. A Class A Shareholder who is entitled to vote may vote on a poll by proxy. 

F. An instrument appointing a proxy shall be in writing in a form approved by the Company and distributed with the notice of a meeting. The form approved and distributed by the Company must include a section allowing the Class A Shareholder to direct the proxy on how the proxy shall act. 

G. The instrument appointing a proxy must be deposited at the registered office of the Company at least 48 hours before the time at which the meeting at which the proxy is to be exercised is to be held. In the case of a poll not being taken immediately but some time after it is demanded, the instrument appointing a proxy may be deposited at the poll with the chairman, Secretary (if one (1) has been appointed) or any Director or at anytime before the poll at the registered office of the Company. 

H. A vote given or poll demanded by proxy is valid notwithstanding the determination of the Class A Shareholder who appointed the proxy unless the Company receives notice from the Class A Shareholder in writing prior to the vote being taken or the poll being demanded. 

20. NUMBER OF DIRECTORS 

A. The Company shall have at least one (1) Director. 

B. All of the Company’s directors from time to time shall be appointed by officers of Realist. 

21. ALTERNATE DIRECTORS 

A. Any Director may appoint any other Director or any other person approved by the Directors to act as his alternate and may remove the alternate Director so appointed. The alternate Director shall perform all the functions of his appointer as a Director but is not entitled to remuneration for his services. 

B. An alternate Director shall be given notice of all meetings of which his appointor is entitled to receive

D. Any appointment or removal of an alternate Director shall be given to the Secretary (if one (1) has been appointed) or to a Director of the Company. 

E. Unless otherwise provided, an alternate Director shall not be regarded as the agent of his appointor but shall be responsible for his acts or omissions. 

22. POWERS OF DIRECTORS 

A. Subject to the Law and these Articles the business of the Company shall be managed by the Directors. No subsequent amendment to these Articles shall invalidate any act of a Director or the Directors. 

B. The Directors may appoint a person to be the agent of the Company. 

23. DELEGATION OF DIRECTORS’ POWERS 

A. The Board may delegate any of its powers: 

(i) to such person or committee; 

(ii) by such means; 

(iii) to such extent; 

(iv) in relation to such matters or territories; and 

(v) on such terms and conditions, as they think fit.

B. If the Board so specifies, any such delegation may authorise further delegation of the Directors’ powers by any person or committee to whom they are delegated. 

C. The Board may revoke any delegation in whole or in part, or alter its terms and conditions. 

24. SHAREHOLDERS RESERVE POWER 

The Class A Shareholders may, by Special Resolution, direct the Directors to take, or refrain from taking, specified action. No such Special Resolution shall invalidate anything that the Directors have done before the passing of the resolution. 

25. APPOINTMENT OF DIRECTORS 

A. The first Directors of the Company shall be appointed in writing by the Incorporators. B. A person shall not be appointed as a Director at a general meeting unless he has been recommended by the Directors or a Class A Shareholder and details of the proposed Director have been included in the notice of meeting at which the appointment shall be considered. The details shall include at least the information that would be included in the Register of Directors if the person was appointed. 

C. If the Company is permitted by the Law to have and has only one (1) Director, that Director may by notice to the Company appoint a person who, upon the death or incapacity of the Director within the meaning of article 26(iii), will become a Director in his or her place, and upon that person giving notice to the Company that such death or incapacity has occurred, the person will become a Director in the place of the Director who has died or becomes incapacitated. The Company shall not be bound to inquire as to the correctness of the contents of such a notice. 

D. Subject to this article 25, articles 26(iii) and 30(D), additional Directors may be appointed by the Company by Ordinary Resolution as long as the total number of Directors does not exceed any maximum number of Directors stipulated by the Law, Regulations or these Articles. 

26. DISQUALIFICATION AND REMOVAL OF DIRECTORS 

A Director’s office is automatically vacated if he: 

(i) is prohibited by the Law or Regulations from being a Director; 

(ii) becomes bankrupt; 

(iii) is, by virtue of any mental or physical disability, incapable of acting; 

(iv) without permission, does not attend three (3) successive meetings of the Board;

(v) resigns his office by giving notice to the Company; 

or 

(vi) is removed by an Ordinary Resolution of the Company. 

27. REMUNERATION AND EXPENSES OF DIRECTORS 

The Directors shall receive such remuneration as the Company determines by Ordinary Resolution and shall receive payment of all expenses incurred in association with the carrying out of their duties as Directors. 

28. DIRECTORS’ APPOINTMENTS AND INTERESTS 

Subject to the Law and Regulations, the Directors may appoint one (1) or more of their number to the office of managing Director or to any other executive office under the Company. Such appointment, agreement or arrangement may be made upon such terms as the Directors determine. Any appointment of a Director to an executive office shall terminate if he ceases to be a Director. A managing Director and a Director holding any other executive office shall not be subject to retirement by rotation. 

29. DIRECTORS’ GRATUITIES AND PENSIONS 

The Directors may provide benefits, including gratuities and pensions, of any kind for any present or past Director or his family.

30. PROCEEDINGS OF DIRECTORS 

A. Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit. A Director may, and the Secretary (if one (1) has been appointed) at the request of a Director shall, call a meeting of the Board. 

B. Any matters arising at a meeting shall be decided by a majority of votes with the chairman having a second or casting vote in the case of equality of votes. 

C. The quorum for the transaction of the business of the Board shall be two (2) or any other number fixed by the Directors. 

D. If the number of Directors is less than the number fixed as the quorum, the continuing Directors or Director may act only for the purpose of filling vacancies or calling a general meeting. 

E. The Directors shall appoint one (1) of their number to be the chairman of the Board who shall preside at all meetings and may at any time remove him from that office. If there is no Director holding that office, or if the Director holding it is unwilling to preside or is not present within fifteen (15) minutes after the time appointed for the meeting, the Directors present may appoint one (1) of their number to be chairman of the meeting. 

F. All acts done by a meeting of Directors, or of a committee of Directors, or by a person acting as a Director shall be valid, notwithstanding any defect in his appointment or his disqualification from holding office, or that he was not entitled to vote, being discovered afterwards. 

G. A decision of the Directors is taken in accordance with this article when eligible Directors indicate to each other by any means that they share a common view on the matter. Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible Director or which each eligible Director has otherwise indicated agreement in writing. References in this article to eligible Directors are to Directors who would have been entitled to vote on the matter had it been proposed as a resolution at a Director’s meeting and the eligible Directors would have formed a quorum at such a meeting.. 

H. If in the opinion of the chairman a matter required to be determined by the Directors is sufficiently urgent, the matter may be submitted to the Directors for consideration and provided that Directors constituting a quorum of a duly convened meeting either agree: 

(i) with the proposed resolution of the matter; or 

(ii) that the matter may be resolved in accordance with the decision of the majority of the Directors constituting a quorum, in the event of disagreement amongst the Directors, 

and the matter shall be resolved in accordance with those communications (however made). Any decision made pursuant to this article will be notified to any Director who did not participate in the decision within two (2) days. 

I. Any Director may validly participate in a Directors meeting through any means approved by the Board, provided that all the Directors participating in the meeting are able to hear and speak to each other during such a meeting. A Director participating (other than in person) shall be deemed to be present in person at the meeting, shall be counted in the quorum and be entitled to vote. Such a meeting shall be deemed to take place where the largest group of participants is assembled, failing which the meeting is deemed to take place where the chairman is physically located. 

31. CONFLICT OF INTEREST 

A. Subject to the provisions of the Law, and provided that the Director has disclosed the nature and extent of any material interests to the other Directors, a Director may be a party to, or interested in, any actual or proposed transaction or arrangement with the Company or in which the Company is interested. 

B. For the purpose of this article: 

(i) a general notice given to the Directors that a Director is to be regarded as having an interest of the nature and extent specified in the notice, in any transaction or arrangement in which the Company is interested, shall be deemed to be sufficient disclosure; and 

(ii) an interest of which a Director has no knowledge and of which it is unreasonable to expect the Director to have knowledge shall not be treated as an interest of the Director. 

C. A Director may vote at a meeting of Directors on any resolution concerning a matter in which the Director has a direct or indirect interestprovided that the Director has disclosed the nature and extent of any material interests to the other Directors. 

D. For the purposes of this article, an interest of a Director includes an interest of any person who is connected to the Director. 

E. A Director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote. 

F. The Company may by Ordinary Resolution suspend or relax any provision of these Articles prohibiting a Director from voting at a meeting. 

G. The chairman of the meeting shall rule on any question arising at a meeting on the right of a Director, other than himself, to vote and his ruling shall be final and conclusive. 

H. The Directors at the meeting shall rule on a question arising at a meeting on the right of the chairman to vote, for which purpose the chairman is not to be counted as participating in the meeting for voting or quorum purposes. 

32. SECRETARY 

Subject to the Law, a Secretary may be appointed and removed by the Directors who shall decide on the terms, remuneration and conditions of appointment. 

33. MINUTES 

The Directors shall cause minutes to be kept for recording: 

(i) all appointments of officers made by the Directors; 

and 

(ii) all proceedings at general meetings of the Company’s Class A Shareholders; of the holders of any class of Shares in the Company; and of the Directors, and of committees of Directors, including the names of the Directors present at each such meeting. 

34. DIVIDENDS 

A. Subject to the provisions of the Law, the Company may by Ordinary Resolution declare dividends in accordance with the respective rights of the Shareholders, but no dividend shall exceed the amount recommended by the Directors. 

B. Subject to the provisions of the Law, the Directors may pay interim dividends if it appears to them that they are justified by the profits of the Company available for distribution. If the share capital is divided into different classes, no interim dividend shall be paid on Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. Provided the Directors act in good faith they shall not incur any liability to the holders of Shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any Shares having deferred or non-preferred rights. There is no liability on the Company to declare a dividend. 

C. The Directors may recommend and a general meeting declare that a dividend may be satisfied wholly or partly by the distribution of assets. Where any difficulty arises in regard to the distribution, the Directors may determine the method of settlement. 

D. Any dividend or other moneys payable in respect of a Share may be paid by cheque sent by courier to the registered address of the person entitled. If two (2) or more persons are the holders of the Share or are jointly entitled to it, to the registered address of that person who is first named in the Register of Shareholders or to such person and to such address as the person or persons entitled may in writing direct. Every cheque shall be made payable to the order of the person or persons entitled, or to such other person as the person or persons entitled may in writing direct, and payment of the cheque shall be a good discharge to the Company. Any joint holder or other person jointly entitled to a Share as aforesaid may give receipts for any dividend or other moneys payable in respect of the Share. 

E. No dividend or other moneys payable in respect of a Share shall bear interest. 

F. Any dividend which has remained unclaimed for twelve years from the date when it became due for payment shall, if the Directors so resolve, be forfeited and cease to remain owing by the Company. 

35. ACCOUNTS AND AUDIT 

A. No Shareholder shall have any right of inspecting any accounting records or other book or document of the Company except as conferred by Law or authorised by the Directors or by an Ordinary Resolution of the Company. 

B. The Company shall appoint auditors to examine the accounts and report on them in accordance with the Law. 

36. CAPITALISATION OF PROFITS 

The Directors may with the authority of the Company: 

(i)except as hereinafter provided, resolve to capitalise any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of the Company’s Share premium account or capital redemption reserve; 

(ii) appropriate the sum resolved to be capitalised to the Shareholders who would have been entitled to it if it were distributed by way of dividend and in the same proportions and apply such sum on their behalf in allotting any Shares or debentures issued as fully paid up Shares or debentures of the Company of a nominal amount equal to that sum or in payment of any amount unpaid on a share or debenture, or (with the consent of the holder of the Shares or debentures concerned) partly paid Shares or debentures. The Share premium account, the capital redemption reserve, and any profits which are not available for distribution may, for the purposes of this article, only be applied in allotting Shares issued to Shareholders as fully paid; 

(iii) make by payment in cash or otherwise as they determine in the case of Shares or debentures becoming distributable under this article in fractions; 

and 

(iv) authorise any person to enter into a binding agreement with the Company on behalf of all the Shareholders concerned providing for the allotment to them respectively, credited as fully paid, of any Shares or debentures to which they are entitled upon such capitalisation. 

37. NOTICES 

A. Any notice required to be given to Shareholders under these Articles shall be in writing. 

B. The Company may give any notice to a Shareholder: 

(i) personally; 

(ii) by post in a prepaid envelope addressed to the Shareholder at his registered address or by leaving it at that address. 

(iii) in electronic form to an address nominated by the Shareholder and is treated as being delivered at the time it was sent; or 

(iv) by any other means agreed between the Shareholder and the Company. 

This article does not affect any provision in any law or these Articles requiring notices or documents to be delivered in a particular way. 

C. In the case of joint holders of a Share, all notices shall be given to the joint holder whose name stands first in the Register of Shareholders in respect of the joint holding and notice so given shall be sufficient notice to all the joint holders. 

D. A person present, either in person or by proxy, at any meeting shall be deemed to have received notice of the meeting. 

E. Every person who becomes entitled to a Share shall be bound by any notice in respect of that Share. F. Proof that an envelope containing a notice was properly addressed, prepaid and posted is conclusive evidence that the notice was given 48 hours after it was posted. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted. 

G. Proof that an electronic transmission was sent is evidence that the notice was delivered at the time it was sent. 

H. A notice may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Shareholder by sending or delivering it, at the address, supplied for that purpose by the persons claiming to be so entitled. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred. 

38. INDEMNITY 

The Company shall indemnify every Director or other officer or auditor of the Company in respect of any liability incurred in defending any proceedings to the extent allowed by the Law. 

• AMENDMENT OF THESE ARTICLES 

These Articles may only be amended through a Special Resolution. 

Signed by or on behalf of the Incorporators