Agency Agreement

between

XXXXX Investment LLC

Address: XXXXXXXX

United Arab Emirates

(hereinafter referred to as “Client”)

 

and

 

XXXXXXXXX GmbH

Breslauer Str. XXX

XXXXX Nuremberg

(hereinafter referred to as “XXXXX”)

 

1. The Client instructs the XXXXXXX to mediate investors, who provide the Client with   investment capital in the form of loans.

2. The loans may be submitted at three different terms: 1 year, 3 years and 5 years.

3. The XXX is responsible for the submission of the complete, signed loan agreement.

4. The XXX is in charge of representing itself recognizable to the outside as being responsible for the organization and the management of distribution.

5. The XXX is not entitled to act as a representative, authorized representative or agent of the Client or to create a relevant appearance.

6. If necessary and if the Client has given his prior written consent, the XXX may involve third parties (e.g. legal and tax advisors, auditors, financial service providers) in the fulfillment of its duties. The appointment is for the account of the XXX. Expenses arising from involving third parties shall be borne only by the XXX.

1. The XXX receives for its services according to § 1 a remuneration depending on the term of the respective loan:

1 year: one-time 3 % of the amount of loan

3 years: one-time 6 % of the amount of loan

5 years: one-time 9 % of the amount of loan

2. Claims for remuneration for the successful delivery and raising of capital in accordance with § 1 occur after cumulative occurrence of the following conditions: 

a) Existence of the complete and signed loan agreement;

b) Full payment of the agreed amount of loan to the Client’s business account.

3. The parties assume that the remunerations acc. to § 2 paragraph 2 are exempt from VAT. If this is not the case, the parties shall agree that the remuneration already includes the VAT.

 

1. The XXX is liable only for intent and gross negligence in performing its services. The XXX is liable for a fault on the side of appointed third parties to the same extent as for any fault on its own part.

2. Notwithstanding the preceding paragraph 1, the total liability amount is limited to the agreed remuneration pursuant to § 2 paragraph 1.

3. Claims for damages against the XXX expire within three years after the circumstances giving rise to the liability become known, unless they are subject by law to a shorter period. The legal basis of compensation is irrelevant.  

4. Claim for damages must be asserted by the fund company against the XXX in writing within a period of 3 months after becoming aware of the circumstances giving rise to the liability. Claims for damages which are not claimed within the exclusion period shall expire.

 

1. The agreement begins on 01.08.2013 and shall be closed for the initial period of 12 months.

2. The notice period is 6 weeks at the end of the quarter. If the agreement is not terminated, the agreement shall be extended for another year. This does not affect the possibility of termination for good cause. A notice must be in writing.

 

1. If any provision of this agreement is or will be completely or partially invalid, the validity of the remaining provisions shall not be affected. The invalid provisions shall be replaced by such provisions that represent in legally permitted ways the economic purpose of the invalid provisions as closely as possible. The same applies, if a gap is identified when executing the agreement which requires supplementation. 

2. Verbal agreements have not been made. Amendments or supplements to this agreement must be in writing. This also applies to changes of this clause requiring the written form.

3. The agreement is subject to German Law excluding the UN Purchase Right. Place of performance and exclusive place of jurisdiction for all disputes from or in connection with this agreement shall be Nuremberg, as far as may be agreed by law.

 

Dubai, 01.08.2013                                                           Nuremberg, 01.08.2013

XXXXX Investment LLC                                                   XXXXXX GmbH

represented by the Managing represented Director                    by the Managing Director               XXXXXXXXXXXX   XXXXXXX