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E-Link Agreement

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UBHAR CAPITAL S.A.O.C.

AND

……………………………………………………………………

E-LINK AGREEMENT

INDEX

1. Definitions................................................................................................................ 3

2. Commencement....................................................................................................... 5

3. Limited Right of Access......................................................................................... 5

4. Registration and Account Opening....................................................................... 5

5. Authorisations......................................................................................................... 5

6. Access to enter the E-Trading website and use E-Trading Service................... 6

7. Customer Instructions............................................................................................ 7

8. Fees........................................................................................................................... 8

9. Covenants and Acknowledgements....................................................................... 8

10. Representations and warranties.......................................................................... 9

11. Indemnity............................................................................................................. 10

12. Release................................................................................................................. 10

13. Disclaimers........................................................................................................... 11

14. Intellectual Property Rights.............................................................................. 11

15. Variation and Termination................................................................................ 12

16. Amendments........................................................................................................ 12

17. Force Majeure..................................................................................................... 12

18. Severability.......................................................................................................... 13

19. Entire Agreement............................................................................................... 13

20. Assignment of Rights and Obligations.............................................................. 13

21. Notices.................................................................................................................. 13

22. Governing Law and Dispute Resolution........................................................... 13

SCHEDULE I............................................................................................................ 16

SCHEDULE II........................................................................................................... 17


This Agreement (this “Agreement”) is made on this …..……………..

BETWEEN

Ubhar Capital SAOC, having its office at Ominvest Business Centre, 7th Floor (PH), Building no. 95, Way no. 501, Airport Heights Sultanate of Oman. P.O Box 1137, PC 111 CPO. (hereinafter referred to as the “U Capital”), which expression shall unless repugnant to the context or to the meaning thereof be deemed to include its successors and assigns.

And

Mr./ Mrs./ Ms. _________________________, holder of Passport No ___________, having his/ her/ their appointed address at ______________________________, (hereinafter called the “Customer”) which expression shall unless repugnant to the context or meaning thereof mean and include his/her heirs, legal representatives, successors and permitted assigns.

__________________________________, Company Registration No.___________

having its office at ________________________, (hereinafter called the “Customer”) which expression shall unless repugnant to the context or meaning thereof mean and include its successors and permitted assigns.

WHEREAS:

A. U Capital has established a facility, which enables registered users to buy/ sell securities that are listed for trading on the Muscat Securities Market (the “MSM”) Online (as defined hereunder) and may in the future enable registered users to buy and sell securities that are listed for trading on other bourses and/ or securities markets.

B. The Customer is desirous of availing of U Capital’s Online Services, which U Capital has agreed to permit on the terms and subject to the conditions set out in this Agreement:

NOW IT IS HEREBY AGREED as follows:

1. Definitions

In this Agreement:

“Derived Information” means any part of the Information or any data derived in any way from the manipulation of the Information or any part of the Information;


“e-link Securities Account” means the securities account referred to in Clause 4.1(b);

“e-link Service(s)” means all or any of the online trading services provided by U Capital which can be accessed through the e- link Site a high level description of the online trading services currently provided is set out in Schedule 1 to this Agreement and shall also include those online trading services that may be added in the future on any website of Ubhar Capital SAOC.

“e-link Site” means the site established at the internet domain http://www.u-capital.net established and maintained by U Capital;

“Information” means information including (but not limited to) stock markets information, news, updates, analyses, data and research materials relating to securities to which the Customer has access from time to time;

“Information Providers” means U Capital and its related corporations, and independent providers of news, research and reporting services;

“Instruction” means an instruction given to U Capital by a Customer through the e-link Site”;

“Investment Account” means a designated account that the Customer shall open with U Capital into which the Customer shall deposit funds for investment in Securities;

“Log-on ID” means a unique designation issued by U Capital to the Customer, pursuant to this Agreement, which when used in conjunction with the one time password enables the Customer to access the e-link Site and use the e-link Services;

“Online” means via any information technical system used for e-link Trading, from time to time including but not restricted to the internet;

“Securities” means securities which are offered for trading through the e-link Service;

“Specified” means displayed on or via the e-link Site; and

“Submit / Submission” means the submission of information by the Customer to U Capital through the e-link Service.


2. Commencement

This Agreement shall commence on the date mentioned hereinabove and shall remain in force and effect until the same is terminated by either the Customer or U Capital as the case may be in accordance with the provisions of Clause 15.

3. Limited Right of Access

Whilst this Agreement is in force the Customer shall have a limited non-transferable, non-exclusive right to access the e-link Site for the purpose of using the e-link Services. The Customer acknowledges that U Capital shall be entitled to suspend or terminate Customer’s access to the e-link Site and the e-link Services at its sole discretion.

4. Registration and Account Opening

4.1 Pursuant to execution of this Agreement, the Customer shall open:

(a) an Investment Account with U Capital into which the Customer shall deposit funds for purchase of securities and U Capital will credit the sale proceeds of any securities sold through the e-link Service by the Customer; and

(b) a securities trading account with U Capital (the “e-link Securities Account”) in which account U capital shall hold, for the benefit of the Customer, securities purchased through the e-link Service.

4.2 The Customer herein authorizes U Capital and shall provide U Capital with all other authorisations necessary to enable U Capital to debit/ credit the e-link Securities Account to reflect the financial effect of any transactions in client portfolio entered into through the e-link Service.

4.3 Upon completion of the registration, account opening and authorisation procedures referred to in Clause 4.1 and 4.2 above, U Capital shall provide the Customer with an initial Log-on ID which the Customer can choose upon registration. The e-link Account and e-link Securities Account will be activated with a period of 24 hours thereafter. In order to access and use the e-link Services, the Customer will need to log on to the e-link Site using his chosen Log-on ID and the system will automatically generate a one-time password which will be sent to the Customer’s registered mobile number.

5. Authorisations

5.1 The Customer authorises U Capital to:

(a) The Customer acknowledges their responsibility with respect to the sale and purchases of MSM securities, which are placed through the E-link site.

(b) accept and make the payment related to Customer’s transactions;

(c) debit any sum due to U Capital under this Agreement in respect of fees, commissions and other charges from funds held in the e-link Securities Account. In the event that funds available in the e-link Account are insufficient to defray the amounts due to U Capital, U Capital shall have a lien over securities held in the e-link Securities Account for recovery of all sums due to it;

(d) Debit any fees that may be agreed to in future between U Capital and the Customer for each transaction of the e-link Securities Account; and

(e) Upon the Client’s specific consent, give references or other information about the Customer and the Customer’s trades to third parties that are regarded proper by U Capital.

5.2 The Customer agrees to ratify and confirm all actions carried out by U Capital on the Instructions of the Customer.

5.3 The Customer further agrees that U Capital shall have the right (but not the obligation) to request written confirmation of the Customer’s Instructions before acting on any instructions from the Customer or its authorised representative(s).

6. Access to and use of the E-Trading Site and the E-Trading Service

6.1 Upon accessing the e-link Site by using his/ her/ its Log-on ID and one time password, the Customer shall be deemed to have designated the combination of his Log-on ID and one time password to be his/ her/ its signature for purposes of all subsequent actions performed or Instructions given through the e-link Site and without prejudice to the generality of the forgoing, the Customer hereby expressly authorizes U Capital to:

(a) process any Instructions received through the e-link Site as if the Customer had given those Instructions,

(b) disclose information in respect of any account of the Customer with U Capital in accordance with any request for that information made via the e-link Site; and

(c) make available to the Customer any other e-link Services or site that may be accessible through the e-link Site.

6.2 The Customer shall be solely responsible for preserving the confidentiality of the Log-on ID and one time passwords. The Customer shall notify U Capital immediately if he/she/it becomes aware of any disclosure of the Log-on ID. The Customer acknowledges that he/ she/ it is aware that the e-link Site will identify any Instruction or request for information which has been preceded by a valid entry of the Customer’s Log-on ID and one time password as originating from the Customer and that U Capital shall be entitled to on any such Instructions or requests on behalf of the Customer as if such Instructions or requests originate from the Customer and U Capital shall not be responsible or liable for any loss or damage directly or indirectly sustained by the Customer as a consequence of negligence/ wrongful/ unauthorised access to the e-link Site by a third party through use of the Customer’s Log-on ID and one time password.

6.3 U Capital may, in its sole discretion for security reasons, require the Customer to change his/her Log-on ID and/or one time password from time to time and the Customer undertakes to comply with such requirement expeditiously and unconditionally.

6.4 Provision of the e-link Service by U Capital and use of the same by the Customer is subject to applicable Omani law including but not restricted to the Capital Market Authority Law (Royal Decree 80/98) the Executive Regulations of the Capital Market Authority Law and the Rules and Circulars issued by the Capital Market Authority and the MSM.

7. Customer Instructions

7.1 Before placing an order for purchase of securities the Customer shall ensure that the e-link Securities Account contains adequate funds to cover the proposed transaction including all transaction related costs such as brokerage, stamp duties, and registration fees and such other fees might be applicable at the time of placing the order. Similarly, before placing an order for the sale of securities, the Customer shall ensure that the e-link Securities Account holds an adequate number of securities to fulfill the Customer’s delivery commitments pursuant to the sale order. The Customer shall also ensure that the securities shall be free from any kind of mortgage or encumbrance of any third party.

7.2 All valid orders for sale or purchase of Securities will be forwarded by the e-link Service to the MSM for execution, provided U Capital shall not be responsible for:

(a) any error, omission, non-receipt or invalidity in the Customer’s Instructions or any error, omission, non-receipt of the Instructions to the MSM;

(b) any fault, error, defect or engineering of the e-link Site or U Capital`s computer systems or transmission to the MSM, or any delay, fault, failure in or loss of access to the e-link Site; and

(c) any cause beyond the reasonable control of U Capital, including but not limited to, failure of electronic or mechanical equipment or communication lines, unauthorised access or labour problems.



7.3 U Capital will use reasonable endeavours to execute Instructions from the Customer, however U Capital does not guarantee that all Customer Instructions will be wholly or partially executed or will be executed within a certain time. It is agreed that an order which is rejected by the MSM for any reason shall remain declined and shall not be reprocessed.

7.4 U Capital may at its sole discretion, reject any sale or purchase order placed through the e-link Service for any reason whatsoever, including but not limited to the non-availability of funds in the e-link Securities Account or non-availability of securities in the e-link Securities Account.

7.5 U Capital shall not bear any responsibility for such orders placed through the internet which have failed to reach it due to any reason. The Client may use the available alternative methods to have his orders delivered to U Capital

8. Fees

8.1 The Customer agrees to pay subscription fees, royalty charges and any other charges as specified by U Capital from time to time. The current charges are specified in Schedule II hereto. The Customer also agrees to reimburse U Capital any fees, taxes, consumption or value-added tax or any other charges and expenditure levied in relation to the e-link Services which may be levied in future. U Capital reserves the right to vary such fees and charges, and the method of charging at any time, without prior notice.

8.2 The Customer agrees that U Capital may receive commissions, brokerage fees and/ or lien from any other party arising from the Customer’s use of the Services and U Capital is not obliged to rebate these commissions to them.

8.3 The Customer irrevocably authorizes U Capital to deduct from the e-link Securities Account and/ or any of the account the Customer may have with U Capital and/or OAB branches, such amounts owing by the Customer to U Capital.

9. Covenants and Acknowledgements

9.1 The Customer acknowledges that Software, if any, made available for download on or via the e-link Site is governed by the license conditions establishing a legal relationship between the Customer and the licensor and except as otherwise specifically agreed, U Capital gives no warranty and makes no representation, whether express or implied, as to the quality or fitness for purpose or use of such software.

9.2 The Customer acknowledges that U Capital makes no warranty, whether express or implied that any files, downloads or applications available via the e-link Site are free of viruses, or any other data or code which has the ability to misuse or corrupt or affect the operation of Customers’ equipment and data.

9.3 The Customer agrees and undertakes not to use the e-link Services provided/ offered by U Capital to commit any act which is illegal or mala fide, including without limitation an act, which is a breach of Royal Decree 34/2002 being the Money Laundering Law.



9.4 The Customer agrees and undertakes not to avail of services similar to the e-link Services of any other banks or agencies providing similar services regarding the share(s) and securities provided by the Customer to U Capital in Oman whilst this Agreement is in force and valid.

9.5 The Customer acknowledges that the use of the e-link Site will not be free from any fault, error or defects in design or development.

9.6 The Customer acknowledges that the transmission speed, format or content of the Information and Derived Information may be changed without any prior notice.

10. Representations and warranties

10.1 U Capital represents and warrants to the Customer that:

(a) it is a closed joint stock company duly organized, validly existing, and in good standing under the laws of the Sultanate of Oman and it has all requisite power and authority to conduct its business as now conducted and as proposed to be conducted;

(b) it has the power and authority to execute, deliver, and perform its obligations under this Agreement and the transactions contemplated hereby and has taken all action necessary to authorize the execution, delivery, and performance of this Agreement and the transactions contemplated hereby; and

(c) the execution, delivery, and performance by U Capital of this Agreement and the completion of the transactions contemplated hereby do not and will not contravene the laws of the Sultanate of Oman.

10.2 The Customer hereby represents and warrants to U Capital that:

(a) he/she is an individual of _________ nationality and is competent and has the power and authority to agree to the terms and conditions of this

Agreement, and to carry out his/her obligations under them; [To be included if the Customer is an individual]

(a) it is a corporation or establishment duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and it has all requisite power and authority to conduct its business as now conducted and as proposed to be conducted; or [To be included if the Customer is a corporate entity]

(b) it has the power and authority to execute, deliver, and perform its obligations under this Agreement and the transactions contemplated hereby and has taken all action necessary to authorize the execution, delivery, and performance by it of this Agreement and the transactions contemplated hereby [To be included if the Customer is a corporate entity];



(c) the execution, delivery, and performance by the Customer of this Agreement and the consummation of the transactions contemplated hereby do not and will not contravene any of the Laws of the Sultanate of Oman or any other applicable law to which the Customer is subject;

(d) there are no outstanding judgements against the Customer or any proceedings pending (or, to its knowledge, threatened) that would adversely affect the Customer’s ability to perform its obligations under this Agreement;

(e) the funds that will be deposited in the e-link Securities Account will be funds derived from legitimate sources and not funds that are the product of, or in any way linked with, activities that are prohibited by the Law or by the Money Laundering Law promulgated pursuant to Sultani Decree 34/2002; and

(f) the Customer confirms that investing in stock of joint stock companies is an activity which involve risk and the Customer is aware that it must bear the economic risk of its investment; and

(g) all information that the Customer has provided U Capital in connection with this Agreement is true and correct and no information furnished (or to be furnished) by the Customer contains (or will contain) any untrue statement.

11. Indemnity

11.1 U Capital shall not be liable for any loss, including loss of profit, costs or expenses suffered or incurred by the Customer as a result of or in connection with the provision of services herein by U Capital, U Capital does not accept liability for any adverse fees/tax consequences, which may arise as a result of the purchase, retention or disposal of securities.

11.2 Without prejudice to any other rights U Capital may have under this Agreement or otherwise, Customer shall indemnify and keep indemnified U Capital against any cost, expense, damage, loss or liability of whatsoever nature which may be suffered or incurred by U Capital as a result of any Instruction, transaction in securities or other action or step taken by the Customer under this Agreement.

12. Release

12.1 To the maximum extent permitted by law, the Customer acknowledges that U Capital, the Information Providers, and their respective employees and agents shall not be liable to the Customer or anyone else for any loss or damage, whether direct or indirect, special, incidental or consequential or economic (including loss of profits), whether or not U Capital knew or could have known of the possibility of such damage, where that damage arises from:



(a) delay, interruption, omission, failure, error or fault in the execution of the Customer’s Instructions;

(b) delay in the execution of the Customer’s instructions arising from a review of his/ her instructions by U Capital;

(c) any error, omission, non-receipt or invalidity in the Customer’s instructions;

(d) any fault, error, defect or engineering of the e-link Site or U Capital`s computer systems, or any delay, fault, failure in or loss of access to the Trading Site; and

(e) any cause beyond the reasonable control of U Capital, including but not limited to, failure of electronic or mechanical equipment or communication lines, unauthorised access or force majeure or act of God or labour problems.

13. Disclaimers

13.1 U Capital expressly disclaims any representation or warranty as to the availability, accuracy, completeness, currency or reliability of the Information or Derived Information, or the results to be obtained from the Information or Derived Information; and U Capital expressly disclaims all and any liability (including negligence for any act or omission) to the Customer or any person for any damage or loss (direct or indirect, special, incidental or consequential or economic) resulting from the use of or reliance on the Information or Derived Information or any part thereof by the Customer or any other person.

13.2 U Capital puts the Customer to notice that the e-link Site and the e-link Service are provided on an "as is" basis and U Capital expressly disclaims all warranties (whether implied or otherwise):

(a) the e-link Site or the e-link Service will be error-free or will meet any particular criteria of accuracy, completeness or reliability of information, performance or quality;

(b) of merchantability, title, fitness for a particular purpose, non-infringement with respect to the e-link Site;

14. Intellectual Property Rights

14.1The Customer acknowledge that all copyright and other intellectual property rights of whatever nature in the Information and Derived Information, and the electronic means of transmission of the Information and Derived Information, are and will remain vested in U Capital or the Information Providers or any of them. The Customer will promptly notify U Capital of any improper or unlawful use of the Information or Derived Information or infringement of any of the copyright or other intellectual property rights in the Information or Derived Information that comes to the notice of the Customer.

14.2 The logos and marks displayed on the e-link Site are the trademarks of U Capital and/or third parties. Nothing contained on the e-link Site should be construed as granting the Customer any license or right to use any trademark without the written permission of U Capital and/or such third parties.

15. Variation and Termination

15.1 Either party may terminate this Agreement on 30 days` written notice to the other party. Provided that the Customer shall within a period of 10 days from delivery or receipt of such notice of termination as the case may be, provide U Capital with instructions in writing specifying the manner in which the securities in the e-link Securities Account and any balance in the e-link Securities Account are to be dealt with. In the absence of such instructions, U Capital shall be entitled to impose a holding charge of [ ..… ]% per month on the aggregate of (a) the amounts held in the e-link Securities Account; and (b) the market value of the securities held in the e-link Securities Account.

15.2 It is clarified that termination of this Agreement shall not, in any case, affect or preclude the consummation of any transaction initiated prior to the giving of the notice.

16. Amendments

This Agreement may be amended by U Capital from time to time. The Customer acknowledges that the Customer is expected to [be aware] of the current version of the Agreement (the "Current Version") and, unless otherwise stated in the Current Version, all previous versions shall be superseded by the current version. The Customer is expected to and hereby undertakes to view the Current Version of the Agreement each time use is made of e-link Service. The Customer’s use of the e-link Service after any amendment of the Agreement shall be considered to be the Customer’s acceptance of the amendment.

17. Force Majeure

U Capital shall not be in breach of any of the provisions of this Agreement if there is any total or partial failure of performance of its duties and obligations occasioned by any event or force majeure (including but not restricted to natural calamities, fire, act of government or state, war, civil commotion, insurrection, embargo, inability to communicate with market makers for whatever reason, failure of any computer system, non-execution or non-performance by counterparties, third party custodians or brokers, prevention from or hindrance in obtaining any raw materials, energy or other supplies, labour disputes of whatever nature) or any other reason (whether or not similar in kind to any of the above) beyond U Capital`s control.

18. Severability

If any of the terms of this Agreement or any part thereof shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such term, provision or part shall be divisible and deemed to be deleted from this Agreement without effecting the other terms and conditions of this Agreement.

19. Entire Agreement

This Agreement and its schedule embodies and sets forth the entire agreement and understanding between the parties with respect to the services to be provided herein and supersedes all prior oral or written agreements, terms, understandings or arrangements relating to its subject matter.

20. Assignment of Rights and Obligations

The Client’s and U Capital’s rights and obligations under this Agreement may not be assigned by either party without the prior written consent of the other party. Subject as aforesaid, this Agreement shall be binding upon and ensure to the benefit of permitted assigns.

21. Notices

All notices and communications from U Capital to the Client with respect to matters contemplated by this Agreement shall be in writing, and delivered by courier or facsimile to the addresses given below (or to such other address or contact number may from time to time be designated by notice duly given in accordance with this paragraph): (Please complete details)

To Uhbar Capital SAOC

P.O. Box 1137 PC 111-CPO, Sultanate of Oman

To the Client

…………………………..

…………………………..

…………………………..

…………………………..

22. Governing Law and Dispute Resolution

22.1 This Agreement shall be governed by and in accordance with the Laws of the Sultanate of Oman.

22.2 Each of the Parties hereto irrevocably agrees that the concerned Court in Muscat, Oman shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the jurisdiction of such court. The Client agrees and undertakes that in any proceedings brought in relation to this Agreement it shall not be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process.



[SIGNATURE PAGE]

IN WITNESS WHEREOF the Parties have hereto placed their signatures on this

_______ day of _____, 2019.

Signed by:

In the presence of:

signature................................

signature

................................

name................................

name

................................

position.................................

position

……………………

for and on behalf of:

   

Ubhar Capital SAOC

   

Signed by:

In the presence of:

signature................................

signature

................................

name...............................

name

................................

position...............................

position

……………………

for and on behalf of:

   

[name of the Customer]

   


SCHEDULE I

The E-link Service

E-Link Services will include, but will not be limited to the following;

  1. Create and customize Market Watch
  1. View Market Performance
  2. Place Buy and Sell Orders
  3. View Trade Book – Status of Orders placed
  4. Modify Orders
  5. View Detailed Statements including Deposits, Withdrawals, Value of Executed Orders including Commissions
  6. View Portfolio
  7. Assess Portfolio
  8. Manage cash transfers between various markets
    *
    Forex rates applicable subject to best prevailing in market available to Ubhar Capital SAOC


SCHEDULE I1

Fees and Cost

Markets

Commission

Oman (MSX)

35 bps + 5% VAT, Min OMR 1.050

UAE (DFM)

25 bps + 5%VAT, Min AED 85, AED 10 per order

UAE (ADX)

20 bps +5%VAT, Min AED 85, AED 10 per order

Saudi (Tadawul)

22.5 bps +15%VAT

Qatar (QE)

22.5 bps , Min QAR 55

Kuwait (Borsa Kuwait)

30 bps , Min KD 10, KD 0.5 per fill

Bahrain ( Bahrain Bourse)

25 bps +5% VAT ( for Bahraini Residents only), Min BHD 10

Egypt

22 bps, Min EGP 60, 12.5 bps stamp duty

USA

USD 30 Min (per trade) for regular market
* share price below USD 1 – USD 30
* Share price above USD 1 – 3 cents per share

USD 45 Min (per trade) for Pre and post market

* share price below USD 1 – USD 45
* Share price above USD 1 – 3 cents per share

Europe

21 bps, Min Euro 60, safe custody 10 bps per annum. Pass through and exchange fees might apply

UK - LSE

15 bps, Min GBP 30, 50 bps stamp duty on BUY orders, PTM levy of GBP 1 on orders above GBP 10k

UK – London International Exchange

15 bps, Min USD 40, Pass through and exchange fees might apply

Hongkong

21 bps, Min HKD 135+ stamp duty 0.1%+transaction levy 0.0027%+trading fees 0.005%+custody 10 bps+15 HKD per transaction

Singapore

15 bps, Min SGD 35+safe custody 10 bps per annum

Switzerland

21 bps, Min CHF 80. Pass through and exchange fees might apply+ safe custody 10 bps per annum

Australia

27.5 bps, Min AUD 30, 10 bps safe custody. Pass through and exchange fees might apply

Markets

Live Data Feed (level 1)

Oman (MSX)

USD 3 per Month

UAE (DFM)

USD 6.5 per Month

UAE (ADX)

USD 6.5 per Month

Saudi (Tadawul)

SAR 100 per Month

Qatar (QE)

USD 2 per Month

Kuwait (Borsa Kuwait)

KD 3 per Month

Bahrain ( Bahrain Bourse)

BHD 6.5 per Month

Egypt

EGP 220 per Month

USA

USD 4 per Month

Europe

USD 2.5 per Month

UK - LSE

GBP 5 per Month

UK – London International Exchange

GBP 5 per Month

U Capital Divisions