LOI = Letter of Intent

In this section, we will give a comprehensive presentation of how the Letter of Intent (LOI) associated with the Memorandum of Understanding (MOU) works.

This content is intended for the general dissemination of knowledge. It should be noted that this document is subject to modification according to each proposal, sector, jurisdiction, etc.

The purpose of sharing this translated information is to provide the "Applicant" with an improved understanding, preparing it for future international events and negotiations, both in the United Arab Emirates and in any other nation.

Note: The information marked "______" is intended to protect the confidentiality of both the investment fund and the client in question. It should be noted that this information may be adjusted according to the specifics of each context.

LOI AND MOU

CONTRACT _____________ _________ - ______ / / _____

MEMORANDUM OF UNDERSTANDING ON INVESTMENT / NON-DISCLOSURE MANAGEMENT

_____________, DIRECTOR ______, GROUP INVESTMENT AND FINANCE _________ PJSC WITH ADDRESS _______________, _______________, UNITED ARAB EMIRATES, REPRESENTING _______________, __________________, US$ __________, ONLY.

___________________________, PROJECT OF ______________________ WITH ADDRES_______________________________________________ ___________.

This agreement is made and entered into by and between:

FIRST PARTY: _____________________________________ GROUP PJSC, ADDRESS: __________________________________________________________;

(Hereinafter refer to as FIRST PARTY,

(__________________________/ HOLDING _______________________________) E

PART TWO: ______________________________________, PROJECT BY __________________________________________________________LTDA, ADDRES: ______________________________________________________________________.

(FROM NOW ON, SEE AS SECOND PART

BENEFICIARY BORROWER/__________) SUMMARY OF TERMS AND CONDITIONS

PRINCIPAL: ________ GROUP _______ ____________ PJSC

CLIENT: ____________________. PROJECT FROM ________________________________________.

_______________: ____________________________.

TYPE OF _____________________: _____________ TERM.

VALUE OF PROJECT: ___________________________.

POSSESSION: __________________ YEARS.

GRACE PERIOD: _____________________.

REPAYMENT MONTHS: _______________________.

INSTALLMENTS; SOURCE OF REPAYMENT. REVENUES FROM THE OPERATION, CASH FLOW AND OTHER SOURCES __________________ FOR THE BANK.

ROI: _____________________ (ON INVESTMENT + DIVIDENDS) PER YEAR.

THEREFORE, THIS AGREEMENT WITNESSES that, in consideration of the ______________ and mutual agreements contained herein and other considerations _______________________, the receipt and sufficiency of which are hereby acknowledged by each of the parties, they agree as follows:

ARTICLE 1

Whereas the First Party is a provider of Finance from ______ and ___________- qualified by the Rules and Regulations of ____________ and agrees to the following terms and conditions of corporate finance, and confirms the funds and irrevocable nature of this agreement: Said funds are available to ____________ of this transaction upon execution of this agreement and _________________ of the agreed procedures. The first party would like to make an allocation _________ of Investment ________ under the tutelage of the second party for an amount of US$ ____________. _______ GROUP __________ _______ PJSC agrees to provide US$ ______________, as the capital of the __________ Investment Fund. Hereinafter referred to as the Fund of __________________________ _______, and in consideration thereof the Second Party is a ____________ in business and ________________ proven with diversified investment knowledge and is willing to accept the Fund of __________ and the First Party is prepared to cooperate with the Second Party in this regard. Now, this is in consideration of the foregoing facts and the mutual representations and ___________ hereinafter set forth, the parties hereto;

EFFECT: THE EXECUTION OF _____________ OF THIS AGREEMENT AND MOU _________ RENDERS THE FIRST PARTY'S INVESTMENT IRREVOCABLE AND _______, IF THE FIRST PARTY FAILS TO INVEST THE ________, AT CLOSING, WHEN SCHEDULED OR OTHERWISE, NOTIFY THE SECOND PARTY OF THE RESCIPTION, THE FIRST PARTY WILL REIMBURSE THE SECOND PARTY FOR ANY EXPENSES INCURRED TO SATISFY THIS MOU ____________.

ARTICLE 2

Terms and Conditions for the Fund of ___________________________ offered:

Currency: US$, Total Fund Value of _______________: US$ ______________ Payable to the Second Party's business account or __________ as directed by the Second Party after the First Party and _____________ Financial Legal _______________ have determined the due process and closing requirements have been completed. Due process and closing requirements are limited to compliance with the following:

Endorsement of the MOU document

Second Party Documents (Company Declaration and Certificate ________)

Valid ID, international copy of Passport or ____________

A written ______ of the Company Letter of ___________ informing at ________ Capital and Account of the Second Party and approving it as the beneficiary account of the ________ bank transfer of the ____________ fund of US$ ___________.

Legalization of __________, _________, Company Registration, Formation of _______, Endorsement of documents, will be provided by the Second Party.

The investment allows the period of Moratorium of ____________ to the Second Party where there will be no obligatory claim on the return on investment _______ for the first _________ months of this investment, but the _____________ accumulated over the __________ will be calculated and paid from the _______________ months of the investment.

Nature of the Rate Calculation Determinants of ______: The _____/ROI are calculated based on the specific amount of funds used for each year, and not on the total amount of investment funds invested, as if only ________ were the only fund used by the Second Party in the first year, then only _____ of the ______ used will be calculated and not the ______ on the total investment of the funds of ____________ and the only measure by which this can be calculated will be through the Bank's mechanism ______________ in relation to the regulatory funding requirements mandated by the Bank ________, which will be opened by the Second Party in accordance with __________ _________ ____Ta_ ________ officially supported in Investment Funds _________________ and which is mandatory, unavoidable and advisable for ____________ to be opened for the calculation of interest, except as indicated in this contract, will be computed/calculated on the basis of a 360-day year and the installments of the principal amount will not be paid when due in this contract will continue to have ______ until they are paid. Considering that dividends will be calculated from the Second ________ months of Investment, where the project reaches cruise level performance, the commercialization and calculation of the cash flows generated by this project.

Default rate, post-petition and during the continuance of any event of default under this agreement, all amounts outstanding under this agreement, including any ______ that are not paid when due, will be at the option of the First Party to maintain the same fixed interest rate of ________ per annum.

DISBURSEMENTS, PAYMENTS AND COSTS

Each payment by _______ shall be made directly to the First Party's ___________________ as directed to __________________.

Each disbursement by the First Party and each payment by ____________ will be evidenced by records kept by ___________.

ARTICLE 3

SOURCE OF FUNDS

Investment funds must be from ________________ GROUP registered and regulated by _________________ under the companies of ____________, financecompanies___________.pdf.

ARTICLE 4

PURPOSE OF THIS AGREEMENT

The purpose of this agreement is to define the contractual relationship between the First Party and the Second Party, while the First Party invests in the desired project of the Second Party by means of an Investment Contract _______ after Signature ___________.

ARTICLE 5

RIGHTS GRANTED

The First Party shall not interfere in the investment plan and business activities of the Second Party. Its concern is that the Second Party fulfills its financial obligations and provisions as set forth in this Agreement, the Second Party agrees to use and invest the above _______ mentioned in Your Company's Project for the ________________ on _______________ on ______________ under the terms of this MOU agreement. The First Party shall prepare and transfer the offered funds in the amount of _____________________ to the Second Party's account at __________________________ in the United Arab Emirates, as reflected in Article 1 hereof, for transfer to the Second Party only upon completion of the requirements identified in Article 2 hereof.

ARTICLE 6

PURPOSE OF THE FUNDS COLLECTED

The provision of the fund is to enable the Second Party to conduct its business and affairs of ___________, which is intended to enable the Second Party the financial ability to carry out ____________________ on __________ on _______, which will also enable the Second Party to do all things deemed necessary for the execution of the Project, including but not limited to only the purchase of _____________._____________, services _______________, improvements to _______________, property ________________, to benefit said Project.

ARTICLE 7

DUTIES OF THE FIRST PARTY

The First Party, upon _________ or _________________ executing this Agreement ______, shall request its ______________ to promptly provide the Second Party with a request for ________________________ Warranty Deed from __________ and company documents _______ that they will need for _______________ and closing at ______________________.

To make available to the Second Party, subject to Article 1, the sum of US$ ______________. Thereafter, by means of a ____________________ to _____________ to _____________ of the Second Party, upon fulfillment of all legal obligations contained in Article 2 by the Second Party, the Contract ________ signed by both parties, and the other accompanying documents are signed by both parties to confirm that the Second Party has the legal right to enter into such _______________ with it and to ensure that the released fund is judiciously placed in the intended project.

To ensure that the necessary transaction documentation is obtained by the Second Party at the close of the meeting/transaction.That the First Party agrees with the Agreement _______ that any costs on the part of the Second Party associated with _______ the venture _________ described in this agreement _________ such as ___________________________ shall be covered by the Second Party.

ARTICLE 8

DUTIES OF THE SECOND PARTY, REPRESENTATIONS AND WARRANTIES

The Second Party represents and warrants to the First Party as follows, and acknowledges and confirms that the Lender is relying on such _____________ and related warranties, with the Investment Fund;

Corporate Power: The Borrower has all the corporate power and capacity necessary to receive funds from the First Party, to continue its business, to enter into each of the documents of the Investment Fund _________ and to conclude the transaction contemplated herein;

Company Formation: The Company of ______________ is duly formed and existing under the laws of the State.

Authorization: This agreement and any instrument or agreement required herein, are within the powers of _________, have been duly authorized and do not conflict with any of the organizational modes of conduct of your company;

Enforceable Agreement: This Agreement is a legal, valid and binding agreement of the Borrower, enforceable against the Borrower in accordance with its terms (except to the extent that such enforcement is subject to bankruptcy, insolvency, reorganization, moratorium or other laws affecting the rights of foreign creditors and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law), and any instrument or agreement required hereunder, when executed and delivered, will be equally legal, valid, binding and enforceable.

Good Standing: In each state in which ___________ does business, it is duly licensed, in good standing, and, where required, in compliance with fictitious business name statutes, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a material adverse effect.

No Conflicts: This Agreement ___________ does not conflict with any law, agreement or obligation by which the Borrower is bound.

Financial Information: All financial and other information that has been or will be provided to the First Party is sufficiently complete in all material respects to give the First Party accurate knowledge of the financial condition (and that of any guarantor), including all material contingent liabilities.

Since the date of the most recent financial statement provided to ____________________, there has been no event or circumstance, individually or in the aggregate, that has had or could reasonably be expected to have a material adverse effect.

Lawsuits: There are no lawsuits, tax claims or other disputes pending or threatened against the Borrower that, if lost, could reasonably be expected, individually.

Licenses, Franchises: Borrower owns all required licenses, memberships, franchises, agreements and permits and all trademark rights, trade name rights, patent rights and fictitious name rights necessary to enable it to conduct the business in which it is now engaged, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a material adverse effect.

Other obligations: Borrower is not in default under any material obligation for borrowed money, any material purchase obligation or any other material lease, commitment, contract, instrument or obligation, except as have been disclosed in writing to First Party.

Tax Matters: Borrower is not aware of any outstanding assessments or adjustments of its tax for any year and all taxes due have been paid, except as have been disclosed in writing to the First Party or except as being contested in good faith by appropriate proceedings and properly reserved against in accordance with _______________ or any organization having the same responsibility as ____________ to the country of the Second Party.

No event of default: There is no event that is, or with notice of lapse of time or both would be, an event of default under this contract.

To provide a valid bank account of the Second Party for the transfer _________ ________ of the funds of _________________________, subject to article 1 hereof, to be used for said investment.

To ensure the use of the funds authorized by the First Party, in a discretionary manner intended to benefit the desired business of ________ of the Second Party, as more specifically described in article 6 hereof.

To acknowledge the availability of the fund __________ in writing to the First Party immediately after 72 hours of transfer _______________ and immediately its reflection of the funds ____________________ in the account ________________ of the Second Party.

ARTICLE 9

SECURITY/GUARANTEES

___________ ________ 2% negotiable.

A note _________ will be given by the borrower's company on the entire sum of the loan fund within _____ banking days of the withdrawal of the fund ___________.

The policy ________ of 2% payable _____________, the Insurer can be negotiated and will cover the risk of non-performance by the borrower.

Both the ___________ of __________________, owner of the project ____________________ of __________________, and the Policy ______________ ________________ will be the Fund Guarantee ______________ granted reimbursement.

ARTICLE 10

BOARD REPRESENTATION

The First Party shall be inactive or nominal without any voice in the day-to-day business, provided that the Second Party fulfills its financial and business development obligations set forth in Article 6 hereof.

ARTICLE 11

INVESTMENT EXPENSES

Closing and ________ Capital: After fulfillment of all mandatory financial obligations to ________________ from ___________, title insurance guarantee, application to _____________ and completion, Contract ______________ , MOU, is manually signed by both parties and after Contract _________ is a notary public and completed and in compliance with money laundering (Subject to Article X ______________) is carried out by the legal counsel of the First Party, it will take 2 hours _____________________, after the initial bank to bank communication the setting time of January transfer of investment funds, frame between ____________, _______________ __________, for both _____________ internally to effect bank transfer and acceptance of investment capital thereafter and another _____________ during the Second Party to confirm the amount ___________.

Any fees ________ of each party prior to the transfer of funds shall be administered exclusively by each party. This agreement ____________ will not be effective until the Second Party receives the _______________________ ________ ______ of US$ _____________ from the Second Party. The net investment received internally by ____________________ the Second Party will be the actual amount invested in that investment.

ARTICLE 12

LAW

This Agreement _______ shall be construed in accordance with and governed to all intents and purposes by the laws of arbitration in the United Arab Emirates pursuant to the articles ______________ applicable to contracts executed and relating to private ______________ transactions/___________ abroad. Any dispute from this year onwards __________ shall be referred to and heard only ________________ ____________ and the place of arbitration shall be ______________________.

ARTICLE 13

DURATION OF THIS AGREEMENT

This Agreement __________ shall enter into force from the date executed by signing _________. The fund __________________ shall commence when the US$ ______________ has been transferred, processed and confirmed by both parties, and confirmed to be available at _______ of the Second Party (As reflected in articles _________ _________ and __________ _____) and shall expire on __________ years from the said date of manual signature of this Agreement.

Thereafter, this Agreement may be extended, revised or amended by mutual agreement of the Parties.

ARTICLE 14

TERMINATION OF COMMITMENT

The Borrower may, without premium penalty, by notice to the First Party, terminate the _______, or from time to time permanently reduce the Commitment; provided (i) any such notice is received by the First Party no later than 11:00am, three business days prior to the date of termination or reduction, (ii) any partial reduction shall be in an aggregate amount of US$ _______________ or any last total of US$ in excess thereof, (iii) all fees or _____ accrued to the effective date of any termination of the Commitment shall be paid on the effective date of such termination.

ARTICLE 15

EXPIRATION AND TERMINATION

Non-Disclosure: Each party agrees not to disclose or reveal to any Third Party identities, addresses, telephone numbers, patent rights, _______ numbers, e-mail addresses, _______ numbers, _________ codes, account numbers, financial reference, Business Plan or any other entities introduced by either party to the other without the specific written permission of the introducing Party, except as legally required including both internal and external legal, accounting and other professional representatives.

BREACH OF THIS PROVISION, HOWEVER, IS NOT AN EVENT OF DEFAULT

Event of Default: The occurrence of any of the following events shall constitute an event of default.

(a) Default by the borrower, in the payment of _________ such as ______ and investment, the principal amount of the fund of __________ and _______ to the lender when due, unless such default is cured within 15 business days from receipt of notice from the lender to the borrower;

(b) Default by the Borrower in the performance or observance of any _________, condition or obligation contained in any Document of ________ _________ ____________, unless remedied within 15 Business Days of the Lender's notice to the Borrower.

Default Solution: Upon the occurrence of any Event of Default, the Lender may:

(a) Declare the entire amount of principle and _______ to be immediately due and payable;

(b) But if in the event of the borrower's inability to pay the declared value of the principal investment, including any accrued _____, then the lender shall have the option to convert its principal amount of the ___________ investment fund to equity interest in the borrower's company and as long as the lender and the borrower amicably decide the value of the principal amount of the ____________ fund in relation to the equity interest in the borrower's company after the fund manager ______________ in relation to the guarantee bond provisions shall have paid 50% of the principal amount of the investment fund back to the lender and how much of the remaining 50% shall be decided for equity conversion.

Binding Parties: This agreement shall be binding on all of the undersigned parties and their heirs, successors, associates, affiliates and assigns. Each party will take reasonable steps to ensure that its employees, agents representatives, officers, contractors, independent contractors, shareholders, directors and other third parties comply with the provisions of this agreement.

Notice: Notices to the First Party. To promptly notify the First Party in writing of:

(a) Any suit in excess of US$500,000 against the Borrower (or any Guarantor);

(b) Any dispute over US$500,000 between any governmental authority and the borrower (or any guarantor);

(c) Any event of default under this agreement, or any event which, with notice or lapse of time or both, would constitute an event of default.

(d) Any event or circumstance, individually or in the aggregate, which has had or could reasonably be expected to have a material adverse effect;

(e) Any change in the Borrower's name, legal structure, place of business or principal executive office if ___________ has more than one place of business.

All notices, demands, constitutes or requests given by the Parties shall be in writing transmitted by _________ or other means of transmission of __________ with return confirmation requested, postage _________, to the other Party at the last number _______ or address that the Party has designated by notice herein. Notice shall be deemed to have been given by _________, email attachment or scan of the documents.

Language: The language in all cases shall be construed according to its fair meaning and not strictly for or against either party, and it is agreed that the English language shall be used in all cases.

Severability: If any part of this contact is declared invalid or unenforceable and _________, that part shall be deemed __________ of this contact and shall not affect the remainder of this document.

Integration: This non-circumvention agreement constitutes the entire non-circumvention agreement between the parties and supersedes all prior discussions, negotiations and agreements, whether oral or written. The parties further intend this agreement to constitute the complete and exclusive statement of its terms.

Amendments: Any amendment or change to this agreement, including oral modification supported by new consideration, must be reduced to writing and signed by all parties before it becomes effective.

Waiver: No waiver or default of any of this agreement by any party shall be implied from any failure of such party to take action against the defaulting Party. One or more waivers of any covenant, terms or conditions of this agreement by any party shall not be deemed to waive, or render unnecessary, such party's consent or approval of any subsequent or similar acts or omission.This agreement expresses the entire understanding of the parties hereto and supersedes all prior agreements or understandings, written or oral, relating to the subject matter hereof.The paragraph headings are for the convenience of the parties only and shall have no legal effect. Any controversy or claim arising out of or in connection with this agreement or the validity, construction or performance thereof or the breach thereof, shall be settled by arbitration before legal action is taken.

In the event of legal action, the First Party shall be responsible for all legal costs.

Legal fees: If any party brings any action or files any suit against others arising out of this agreement, the UAE fee structure shall apply.

Relationship: The parties hereto, in First and Second, are considered partners or __________ and no Party shall be liable for the commitments or liabilities of any other party resulting from the execution of this agreement.

Force and effect of documents: The parties hereto agree that a signed _________, scanned email copy or other copy ____________ of this agreement shall be given the force and effect as the original of such document. The subscribed party hereby acknowledges that they have reviewed all of the aforementioned terms and conditions with their legal counsel and fully understand their contents and agree in their bond to execute the terms of this Agreement ______________ and MOU.In witness whereof, the parties hereto execute the agreement by their authorized signatories.

Executado

___________________________.

Signatures

_____________________________________.