PREFACE 

ARFI crowdfunding platform connects potential investors and issuers through the website www.arfi.am accessible to the public, by offering the implementation of equity and debt crowdfunding. This document outlines the rules and guidelines for using ARFI services. By using ARFI Crowdfunding Platform you agree to abide by these rules and terms.  

1. BASIC CONCEPTS

1.1 "Crowdfunding Platform" or "Platform" - a platform accessible to the public through the  website, www.arfi.am , managed  by the investment service provider- the Platform Operator (ARFI invesment company).

1.2 "Crowdfunding Service" - providing, ensuring and organizing a meeting point for investors and issuers with the purpose of financing projects through the Platform, which consists of the following services defined by Article 25 of the law "On Stock Market" at the same time:

a.receive and communicate securities transactions assignments from customers,

1. carry out not-guaranteed placement of securities.

1.3 "ARFI Crowdfunding Platform Operator" or "Platform Operator" - "ARFI" investment company, which provides crowdfunding services.

1.4 "ARFI Crowdfunding Platform Rules" or "Rules" - a document regulating the operations of the ARFI crowdfunding platform.

1.5 "Issuer" - a resident company of the Republic of Armenia who finances or plans to finance  projects by issuing securities based on a crowdfunding proposal through ARFI Platform.

1.6 "Investor" – a natural or legal person who has purchased or may purchase  securities through investing in the projects on the Platform.

1.7 "Participant" – the investor or the issuer (customer from the perspective of Regulation 4/07), who uses or has applied to use the crowdfunding services provided by the Platform Operator.

1.8 "Crowdfunding Proposal" - a public proposal of issuing securities in order to raise funds  through the Platform, which includes all the necessary information to make an investment decision.

1.9 "Summary Document on a Crowdfunding Proposal’’ - a document containing information about the Issuer, the project and the offered securities (Appendix 1).

1.10 "Project" - a project or business activity that the Issuer is financing or intends to finance through the crowdfunding proposal.

1.11 "Agreement for the provision of Crowdfunding Services to the Issuer" - an agreement signed between the Platform Operator and the Issuer regarding the services provided by the Platform operator to the Issuer (Appendix 2).

1.12 "Investment Agreement" - an agreement  between the Issuer and the Investor regarding the provision of investment services through the Platform (Appendix 3).

1.13 "Securities Registry Management Agreement " - an agreement between the Platform Operator and the Issuer regarding securities registration.

1.14 "Declaration of Risks" - a document developed by the Platform Operator, which discloses the main risks of investing on the Platform and the possible losses of the Investor.

1.15 "Procedure of Know Your Customer and fight against money laundering and terrorist financing " - a document developed by the Platform Operator that defines the procedure of proper study of Participants. 

1.16 "Personal Data Processing Policy" - a document developed by the Platform Operator, which defines the Platform's policy for processing the personal information of the Participants.

1.17 "User Account (personal page)" - the Participant's personal page on the website of the Platform Operator, intended for use of Platform services, exchange of information and conclusion of transactions.

1.18 "Platform Operator's Special Bank Account" - an account complied with the definition of Regulation 4/23 of the Council of the Central Bank, which can be used only for operations related to the provision of crowdfunding services by the Platform Operator.

1.19 "Platform Operator's Bank Account" -  an account opened at a commercial bank for the transfer of Platform maintenance and other fees.

1.20 "Minimum Target Amount" - the target amount raised within the period specified by the crowdfunding proposal, the raising of which is a necessary condition for the Platform Operator to transfer the Investors' funds to the Issuer.

1.21 "Maximum Target Amount" - the amount specified in the crowdfunding proposal, which cannot be exceeded in the defined period.

1.22 "Successful Crowdfunding" - when the crowdfunding proposal has raised the minimum target amount. 

1.23 "Share" - equity securities (including convertible) defined by the Law "On Stock Market".

1.24 "Bond" - debt securities (including convertible) defined by the Law "On Stock Market".

1.25 "Agreement of Shares Acquisition with a Deferred Consideration (known as SAFE-Simple Agreement for Future Equity)" - an investment agreement between the Investor and the Issuer regarding the Investor's equity participation in the Issuer's capital or the Investor's cash compensation in case of a certain future event mentioned in the agreement, namely, the Issuer's IPO (Initial Public Offering),sale of the company, issuance of new shares or sale of all assets of the Issuer.

1.26 “Promo Code”- a unique code provided by the Platform Operator as part of a marketing campaign to encourage investment. Investors can apply this code to reduce the total investment amount for a specific project.

1.27 “Investment Incentive”- an offer made by the Company to attract investors, typically in the form of discounts or other benefits. These incentives may be available in addition to or instead of a Promo Code.

1.28 “Applicant” -a company that seeks financing through the Platform by submitting a project proposal for consideration. The Platform Operator evaluates these proposals and determines whether to list them on the Platform for potential investment.

1.29 “Electronic Interaction” - Platform's processes that involve digital communication and transactions, including: submission of investment proposals by issuing companies, Investor registration and onboarding, Investor payments for investments, registration of investor ownership rights. These interactions occur entirely within the Platform's electronic environment, streamlining the investment process and enhancing efficiency.

2. GENERAL PROVISIONS

2.1 The operating rules (hereinafter the ‘’Rules’’) of the ARFI crowdfunding platform (hereinafter the ‘’Platform’’) define the terms of use of the Platform, the description of the processes of project financing and investments, the procedure for issuer selection in compliance with Regulation 4/07, the policy of limiting conflict of interest, the description of data processing and storage systems, requirements for issuers, the procedures for solving complaints received from customers.

2.2 Rules are aimed at ensuring transparent and equal conditions for all Participants of the Platform.

2.3 Rules enter into force from the moment of their approval by the board of directors of ARFI investment company and are recognized as lapsed from the moment of recognition them as lapsed by the board of the company.

2.4 In case of changes or recognition of the Rules as lapsed, issues continue to be regulated by the Rules in force at the time of issue.

2.5 The relations between the Platform Operator and the Participants are regulated by conclusion of agreements in an electronic environment (Appendix 1: "Investment crowdfunding proposal”, Appendix 2: "Agreement for the Provision of Crowdfunding Services to the Issuer" between the Platform Operator and the Issuer, Appendix 3: "Investment Agreement" between the Issuer and the Investor.

2.6 The Platform does not hold liabilities or obligations arising from the investment transactions conducted through the Platform. It remains neutral in the relationship between investors and issuers, acting solely as a facilitator of the investment process. The Platform Operator does not guarantee the success of any investment, nor does it take responsibility for the actions or decisions of issuers or investors.

2.7 These Rules become legally binding for the legal relations arising between the Platform Operator and the Participants after the Participant gives the consent to the Rules while registering on the Platform.

2.8 In case of not agreeing to the Rules, the Participants cannot use the crowdfunding services of the Platform.

2.9 The Rules are available on the Platform website.

3. ELECTRONIC COMMUNICATION BETWEEN PLATFORM PARTICIPANTS

3.1 Within the framework of the Rules, the Platform Operator and Participants are parties to the electronic communication, which  takes place by confirming electronic documents with a digital signature.

3.2 Within the framework of these Rules, the Platform Operator considers the entry of the combination of the Platform login and password as a digital signature, as well as the confirmation of the unique OTP code, which is sent to the Participant's e-mail.

3.3 Participants are required not to disclose the information about their login and password to third parties, otherwise the Participants shall bear all subsequent risks of such persons' use of their account.

3.4 Participants agree that they are responsible for the accuracy of the information provided by them on the Platform website, and the information obtained  this way is considered reliable by the recipient and can be used as written evidence in court.

3.5 Data exchanged on the platform will be stored in information clouds that provide multilevel security and have a high security rating. The platform operator is not planning to have its own server.

3.6 Participants undertake to use the Platform only for legal purposes, not to violate any applicable national or international law or regulation, not to impersonate an employee of the Platform operator, a presenting party, or a Participant of the Platform if they are not, not to engage in illegal, fraudulent behavior or to serve any illegal, fraudulent purpose in activity.

3.7 Participants acknowledge that all materials provided on the Platform, including trademarks, videos and images, belong to the operator of the Platform or other users. Participants agree that they have no ownership rights to such materials and that any materials available on the Platform are solely for the purpose of making investment decisions.

3.8 The Platform Operator does not evaluate, endorse or otherwise support any Investor or Issuer. The platform operator is not authorized to provide legal, accounting, tax or investment advice, and any information provided by its staff cannot be construed as such.

4. ELIGIBILITY OF THE ISSUER

4.1. As issuers of equity crowdfunding on the Platform can be resident open joint stock companies  (OJSC).

4.2.  As the Issuer of debt crowdfunding on the Platform can be resident limited liability companies (LLC), closed joint stock companies CJSC) and open joint stock companies (OJSC).

4.3. In order to obtain Issuer status on the platform, the Issuer is required to provide the following documents:

4.3.1.         Application for project review

4.3.2.     Project Business Plan: A comprehensive business plan that outlines the              project's objectives, target market, market analysis, competitive landscape, marketing strategy, and financial projections. It should include the information reuired in Appendix 1.

4.3.3.     Financial Information: A detailed overview of the issuer's financial performance, including financial statements (profit and loss statement, balance sheet, cash flow statement) if available. For startups with less than one year of operations, monthly financial statements should be provided to demonstrate financial viability.

4.3.4. Financial Forecasts: Projected financial statements for the next 3-5 years, including detailed assumptions about changes in income, expenses, assets, and liabilities. analysis.

4.3.5. Growth Evidence (Startups): For startups, supporting

documentation demonstrating traction and growth, such as a growing customer base, preliminary agreements with partners, contracts, social media presence, or increased market engagement.

4.3.6. Marketing Materials: Upon approval of the issuer's application, within 30 calendar days, the issuer must submit marketing materials that meet the platform's standards for showcasing the project on the platform. These materials should be engaging, informative, and compliant with the platform's guidelines.

4.4. The Platform Operator rejects the Issuer's registration application if:

4.4.1. The stage of the project, the actual and projected financial indicators, as well as the investment proposal do not meet the standards developed by the Platform operator.

the Issuer or its management bodies:

4.4.2. have been convicted of an intentional crime and have an outstanding conviction, 4.4.3. have been declared bankrupt and have outstanding (unforgiven) obligations,

4.4.4. have been recognized as incapacitated or with limited capacity according to the procedure established by law,

4.4.5. have been deprived of the right to hold positions in the financial, economic, and legal spheres by a legally binding verdict, if it is directly mentioned in the verdict,

4.4.6. are involved in the criminal prosecution proceedings for money laundering and terrorist financing, are involved in the lists published by the UN Security Council resolutions or in accordance with them, in the US Security Council resolutions or in accordance with them (OFAC) or in the consolidated lists published by the European Union,

4.4.7. In the cases defined by the internal procedure "Know Your Customer and the fight against money laundering and financing of terrorism" of ARFI investment company.

4.5. The total value of the securities offered by the same issuer (at the issue or sale price) on crowdfunding platforms cannot exceed AMD 2.5 billion within 12 months.

5. ELIGIBILITY OF THE INVESTOR

5.1. Individuals who are legally of age (18 years or older) can participate as investors on the Platform.

5.2. To register on the platform, investors must provide their personal data, including first name, last name, email address, and country of residence. They must also read and agree to the ARFi Crowdfunding Platform Rules and Data Privacy Policy. Additionally, they must undergo authentication verification to ensure their identity and legitimacy. 

5.3. The minimum investment amount in the platform is AMD 40,000 (forty thousand), but higher thresholds can be set in case of individual offers.

5.4. Investors acknowledge that they bear the full risk associated with their investments. They are informed and understand the inherent risks involved in investment crowdfunding, including the possibility of losses.  

5.5. The Platform operator does not guarantee the accuracy, truthfulness, or completeness of the information provided by issuers in their project proposals. Investors are responsible for conducting their own due diligence and evaluating the risks associated with each investment.  

5.6. Investors make investment decisions based solely on their own judgment and evaluation of the available information. They are encouraged to conduct thorough due diligence or seek expert advice from financial, legal, tax, accounting, or other professionals to make informed investment decisions.

6. REQUIREMENTS REGARDING A CROWDFUNDING PROPOSAL 

6.1. The Crowdfunding Proposal is available only to Investors registered on the website of the Platform Operator.

6.2. The start and end dates of the crowdfunding proposal, as well as the validity period, are determined by the Issuer.

6.3. The Platform Operator ensures that the crowdfunding proposals on the crowdfunding platform organized by them are implemented only in AMD.

6.4. The requirements for the crowdfunding proposal are defined by Regulation 4/07 adopted by the RA Central Bank, the form of the document is available in Appendix 1 of the Rules.

6.5. Early termination of the crowdfunding oproposal happens in the following cases:

6.5.1. Based on the Issuer's announcement via the e-mail info@arfi.am .In this case, the date of early termination is the date of the message sent by the Issuer, unless another date is specified in the application.

6.5.2. At the initiative of the Platform Operator , if it is found that the information provided by the Issuer is incorrect or changed, if the Issuer has not disclosed important information and it affects the content of the crowdfunding proposal or changes the terms of the proposal. In this case, the Platform Operator notifies the Issuer, as well as informs the Investors in the e-mail domain of the Platform. If the addition / change of information is not done immediately, the Platform Operator will suspend the proposal until receiving the specified addition/change, but not for more than 30 days. The early termination date is the date of the Operator's decision to terminate the crowdfunding proposal early.

6.5.3. The Issuer attracted the maximum target amount before the end of the term . In this case, the Platform Operator discloses information about the termination of the crowdfunding proposal and the termination date on the Platform's website.

6.6. In case of occurrence of clauses 6.5.1 and 6.5.2, the Issuer is obliged to return the Investors' investments fullly, as well as the Platform operator applies a fine to the Issuer for early termination of the proposal. The amount of the fine is calculated as the sum of the following clauses:

• The tariff defined by Clause 10.1 of the Rules, calculated on the amount of funds involved,
• Compensation to investors in the amount of 10% of the invested amount.

6.7. The Platform Operator does not implement a business evaluation of the crowdfunding proposal and does not assign ratings to the crowdfunding proposals posted on the Platform. The Investor is liable for risk assessment of the crowdfunding proposal.

7. CHANGES TO THE CROWDFUNDING PROPOSAL

7.1. Before the approval and publication of the proposal, the Issuer may submit any changes to the crowdfunding proposal to the Platform operator.

7.2. After the publication of the crowdfunding proposal on the Platform, the Issuer can apply to the Platform operator only for an extension of the proposal period (for a maximum period of 30 days).

7.3. After the publication of the crowdfunding proposal on the Platform, the Issuer is obliged to update the following changes as they appear:

7.3.1. in case of the emergence of a new investment risk, the description of the given risk,

7.3.2. change of information about the issuer (change of address and contact information of the company, management bodies and major shareholders),

7.3.3. change of information of responsible persons of project’s

7.3.4. other fact that may have a significant impact on the income expected from investment.

7.4. The Platform Operator is obliged to immediately inform the Investor as soon as the changes described in clause 7.3 emerge, about the Investor's possibility to cancel the investment application submitted in these projects.

8. DESCRIPTION OF PLATFORM ACTIVITIES

Registration of the Issuer and publication of crowdfunding proposal 

8.1. The issuer submits an application for opening a user account of the issuer on the platform operator's website www.arfi.am, filling in information about the project. An agreement "Provision of crowdfunding service to the Issuer" (appendix 2) is signed between the Issuer and the Platform operator, by which the Issuer agrees to the Platform Rules.

8.2. A tripartite agreement on "Maintenance of the Securities Register" is concluded between the Issuer, the CDA and the Platform operator as the account operator. According to the Issuer's instructions, the account operator registers the allocated securities to the Investors' securities accounts opened at the CDA, in accordance with the RA Law "On Securities Market", the RA Law "On Joint Stock Companies" and other related legal acts.

8.3. In order to conduct the issuance, the Issuer presents information that meets the requirements of the Platform on its project page and uploads the crowdfunding proposal that meets the requirements of Appendix 1, provides the Platform operator with the decision of the company's management body on the issue of securities, the advertisement for the project that meets the requirements of the Platform, as well as other information requested by the Platform operator.

8.4. At least the following information regarding each crowdfunding offer is presented on the Platform:

8.4.1. Name of the issuer, legal structure

8.4.2. Location of the issuer, state registration number, contact information

8.4.3. Target amount of the issuance

8.4.4. Type of security offered

8.4.5. Unit price of each security

8.4.6. Coupon rate (if applicable), annual yield or dividends (if applicable)

8.4.7. Maturity date (if applicable)

8.4.8. Number of investors involved

8.5. Applications from investors are accepted within the period specified in the crowdfunding proposal document. For each approved investment application by the Investor, an "Investment Agreement" is signed between the Issuer and the Investor (Appendix 3).

8.6. After the crowdfunding is successful, the Platform operator provides the Issuer with a report on the results of the funds raised within 5 (five) working days.

8.7. On the basis of that reference, the Issuer is obliged to apply to the State Register of Legal Entities of the Republic of Armenia and register the capital increase.

8.8. The Issuer instructs the account operator to transfer the securities from their account to the investors' securities accounts, for which within 3 (three) business days the Platform Operator transfers the funds raised through the crowdfunding proposal from their special bank account to the Issuer's bank account and the placement of securities is considered completed.

8.9. In case of unsuccessful crowdfunding, Investors' funds are returned within 3 working days.

 

Registration of the Investor and implementation of investment 

8.10. The Investor submits an application for opening an investor account on the website of the operator of the crowdfunding platform and goes through the identification process.

8.11. The investor approves the "Personal data processing policy" and "ARFI crowdfunding platform rules" documents of the platform operator.

8.12. After carefully reviewing the crowdfunding projects and proposal documents available on the Platform, the investor selects one or more investment projects that align with their investment goals and risk tolerance.

8.13. In order to make an investment, the Investor submits an application to the Platform operator.

8.14. The non-professional Investor can cancel the investment application within 4 (four) working days after submitting the application. During that time, funds are not collected from the Investor. Cooling-off period may not be granted to the Investor who submitted an application to invest in the project within four days prior to the deadline of the crowdfunding proposal. If no  cooling-off period is granted within four days prior to that deadline, the cooling-off period for all Investors ends on the fourth day prior to the deadline, regardless of when the cooling-off period began.

8.15. If the amount invested in one project by natural persons who are non-professional Investors exceeds 300,000 (three hundred thousand) AMD, the Platform Operator additionally warns the Investor about possible risks, emphasizing that they may lose the entire invested amount. The Investor must confirm that they have received this warning from the Platform operator and is aware of their investment risks.

8.16. Upon approval of the investment application, an "Investment Agreement" is concluded between the Investor and the Issuer (appendix 3). In order to conclude the agreement, the Investor ensures the transfer of the funds stipulated in the agreement to the special bank account of the Platform Operator.

8.17. As soon as the "Investment Agreement" is concluded, the Platform Operator, as the account operator, automatically opens a securities account in the name of the Investor at the CDA.

8.18.      Pursuant to the terms of the "Investment Agreement," the investment is deemed finalized when the Issuer instructs the transfer of securities to the Investor's securities account.

Procedure and terms for transferring funds between participants

8.19.      To facilitate the operation of the platform, the Platform Operator opens a Special bank account with a commercial bank operating within the Republic of Armenia. This account is solely utilized for the following transactions:

8.19.1. Following the approval of the investment decision, investors transfer funds to the Platform operator's Special bank account using their payment cards or bank transfers. For non-professional investors, funds transferred via payment cards or bank transfers are frozen for a four-day cooling-off period and are only debited on the fifth day.

8.19.2. Transfer of funds from the platform operator's Special bank account to the investors' bank accounts on the instructions of the platform operator in case of unsuccessful crowdfunding.

8.19.3. Upon successful completion of the crowdfunding campaign, the Platform operator transfers the raised funds from its Special bank account to the issuer's designated bank account, after deducting the Platform's commission.

8.20. Payments for fines, securities custody services, and other transactions are made to the Platform operator's regular bank account.

9. INVESTMENT INSTRUMENTS OFFERED BY THE PLATFORM

9.1. Equity crowdfunding is carried out through acquisition of the Issuer's shares and "Agreement of Shares Acquisition with a Deferred Consideration (SAFE)", the issuance process of which is regulated by the Law of the Republic of Armenia "On Joint Stock Companies ", RA Law "On Stock Market" and other legal acts regulating these relations.

9.2. Debt crowdfunding is carried out through acquisition of the Issuer's bonds, the issuance process of which is regulated by the Law of the Republic of Armenia "On Stock Market" and other legal acts regulating these relations.

10. TARIFFS AND CHARGES OF THE PLATFORM

10.1. In the event of successful crowdfunding when that the Issuer manages to raise the minimum target amount, the Platform Operator charges the Issuer 7-9% of the funds raised as a commission for the Platform's crowdfunding services (7% - Platform's commission, 0-2% - commercial bank's commission, according to the special account and virtual POS terminal service tariffs).

10.2. Fee charged for securities’ registry maintenance services.

11. MEASURES TO LIMIT CONFLICT OF INTEREST

11.1. The Platform Operator shall not participate in any project published on the Platform organized by them.

11.2. Persons affiliated with the Platform Pperator, persons supervising persons affiliated with the Platform Operator, management bodies and employees of the Platform Operator

may invest in crowdfunding proposals published on the Platform, provided that the Platform Operator shall disclose such information on its website, including specifying the names of the projects, where those persons have invested. In this case, the Platform Operator ensures that access to published information and other investment terms are the same for the above-mentioned persons and other investors.

11.3. Persons affiliated with the Platform Operator, persons supervising persons affiliated with the Platform Operator, management bodies of the Platform Operator, employees cannot participate in special investment proposals available on the Platform, in particular, in a short period of time, available to Investors in a limited number, in order to avoid possible conflict of interest.

11.4. Persons affiliated with the Platform Operator, persons supervising persons affiliated with the Platform Operator, management bodies of the Platform Operator, and employees cannot act as Issuers on the Platform.

11.5. The Platform Operator shall not in any way guide investors to invest in any project published on their or other crowdfunding platform, including charging a fee, providing a discount or accepting other compensation for guiding investors.

12. THE PROCEDURE AND TERMS OF EXAMINATION OF PLATFORM PARTICIPANTS' COMPLAINTS

12.1. The Platform Operator accepts and responds to the complaints of the Participants via the info@arfi.am within one day from the date of receipt of the application.

12.2. The application review procedure includes approval of application responses by the company's director, as well as complaints and their responses are presented to the company's board.

12.3.    If additional information is needed during the examination of the applications, the period can be extended by another 10 (ten) days by notifying the applicant participant.

12.4. Participants who are natural persons, private entrepreneurs or subjects of microenterprises, in case of not clarifying their complaints with the Platform Operator, may apply to the Financial System Mediator's Office, which resolves complaints and disputes between consumers and financial organizations who are natural persons and legal entities free of charge.

Appendix 1: Template of the summary document of the crowdfunding proposal   

INVESTMENT CROWDFUNDING OFFER 

OJSC  

Date of establishment  

Address  

Registration number  

The investment offer:  

Maximum target amount  ------AMD  

Security type common (ordinary) shares   Share price՝ ------ AMD  

Minimum target amount ------ AMD  

A crowdfunding investment involves risks. You should not invest in this project unless you can afford to lose your entire investment.  

In making any investment decisions the investors must rely on their own examination of the issuer and the terms of the offering, including the returns and the risks involved,  

The Platform operator assures that it has made all reasonable efforts to ascertain the accuracy and completeness of the information included in the summary document regarding the crowdfunding offer. However, the Platform operator is not responsible for possible losses of the investor.  

This document of the investment crowdfunding offer in not registered by the Central Bank of Armenia.  

By approving this document, the investor affirms the following: 

• The data provided during registration on the platform is accurate and complete.
• The funds intended for investment are not sourced from loans, social benefits, or other forms of social assistance.
• The funds allocated for investment on the platform do not represent the entirety or a significant portion of the investor's savings and are not funds whose loss would be materially impactful.  The investor's average monthly expenses do not surpass their average monthly income. 
• The investor is solely responsible for making investment decisions on the platform and acknowledges the associated risks. If necessary, the investor may independently seek guidance from impartial specialists for investment advice.
• The investor is aware of and agrees to comply with investment restrictions in their country of residence.

Investment Terms  

 

Target amount	------AMD max	------AMD min
Offer deadline
Type of security
Quantity
Price per share

Investment incentives(if any) 

First K number of investors who invest at least AMD within the first x days will receive y% discount on the invested amount. 

Dividend Policy (if any) 

Share Buyback policy (if any) 

Shareholding rights of the investor as a result of the acquisition of shares  

Under this placement, a shareholder who owns a common share of ------OJSC has the right to:  

• participate in the meeting with the right to vote on all issues under its jurisdiction; ARFI platform provides an online opportunity to participate in the general meeting of shareholders and vote.
• participate in the management of ------ OJSC;
• receive dividends from the profits generated by the activities of ------ OJSC;
• to receive any information regarding the activities of ------ OJSC (except confidential documents);
• authorize a third person to represent his rights at the meeting;
• make recommendations in the meeting.
• vote at the meeting in the amount of votes of the shares owned by him;
• apply to the court for the purpose of appeal against the decisions adopted by the assembly and contrary to the applicable laws and legal acts;
• in case of liquidation of ------ OJSC, to receive his due part of the company's property;
• receive an appropriate number of shares for free in case of an increase in the company's statutory capital at the expense of ------ OJSC;
• In case of payment of dividends by the subsidiary company, to receive a dividend at the expense of the profit generated from the payment of those dividends within six months no later than;
• request and receive from the Executive Body of the Company any document or data regarding the Subsidiary

Company that the Participant of the Subsidiary Company has the right to receive;  

WARNING: the company informs that in accordance with the Law of the Republic of Armenia "On JointStock Companies", the decisions in the general meeting of the shareholders of the Joint-Stock Company are adopted by the number of votes specified by the law and the Company's Charter. Therefore, your vote may not have an impact on the adoption or non-adoption of a decision on the discussed issue, taking into account the voting results of other shareholders.  

WARNING: The company informs that according to the charter of OJSC, changes are made by the general meeting of shareholders with the majority of votes.  

Dilution: Investors should understand the potential for dilution. The investor’s stake in a company could be diluted due to the company issuing additional shares. In other words, when the company issues more shares, the percentage of the company that you own will go down even though the value of the company may go up. 

The Company  

Description of company’s operations and a little history. 

Market and the competitors  

Market volume, growth rate, competitors. 

Current Stage  

Please, provide a concise description of the company's current development status. 

Future Roadmap  

Company’s operations after successful crowdfunding, company’s market expansion and growth strategies, future milestones, long-term vision, and mission. 

Team  

People responsible for the project management. 

Name:  

Position:  

Joined the company in   Responsibilities:  

Name:  

Position:  

Joined the company in  Responsibilities:  

Name:  

Position:  

Joined the company in   Responsibilities:  

Name:  

Position:  

Joined the company in   Responsibilities:  

 

Other team members

Name:  

Position:  

Joined the company in   Responsibilities.  

Name:  

Position:  

Joined the company in  

Responsibilities 

Name:  

Position:   

Joined the company in   Responsibilities:  

Risk Factors  

The main risks of investing in small and medium-sized enterprises and startups are hereby disclosed to the investors of the ARFI platform. At the same time, the investor is encouraged to further investigate the possibility of loss of his investment within the framework of his knowledge and experience.  

When investing in SMEs and startups, an investor should be aware that there is no guarantee that  

• the investment project will proceed as predicted in the financial forecasts,
• the investor will get his investment back,
• the realized investment can be sold or transferred at any time,
• the issuing company will buy back its issued securities.

Business risks of general nature  

The operations of SMEs and start-ups are subject to various risks that all companies in the Armenian economy may encounter.  

• Economic and political risks - the probability that different events will affect the political and economic stability of Republic of Armenia, as a result of which the Investor might lose their investment.
• Legal risk - the probability that legislative changes in the Republic of Armenia will adversely affect the investment activities of the Investor.
• Foreign exchange risk / currency risk - the probability that fluctuations in the exchange rate will lead to unfavorable changes in the revenue of non-resident investors.
• Operational risk: the probability of losses resulting from inadequate or failed internal processes of ARFI platform, people, and systems, or from external events.

Risks specific to start-ups and SMEs  

Project Failure:  

Start-ups and SMEs have a higher likelihood of failure compared to more established businesses. Many startups struggle to gain traction, achieve profitability, or navigate competitive markets. As an investor, there is a risk of losing the entire investment if the start-up fails, so investors need to be aware of this risk before making any investment decisions.  

Capitalization Risk:  

Start-ups often require multiple rounds of funding to support their growth and development. Existing investors may face dilution of their ownership stake if the start-up raises additional capital at a higher valuation or if the company issues more shares to new investors. 

Market Risk:  

Start-ups operate in dynamic and competitive markets. There is a risk that the start-up's products, services, or business model may not gain sufficient market acceptance or face challenges from established competitors. Changes in market conditions or customer preferences can impact the start-up's prospects.  

Illiquidity Risk:  

Investments in start-ups and SMEs are typically illiquid; therefore, it can be challenging to sell or exit the investment easily. Investors may have to wait for a significant event, such as an acquisition or initial public offering (IPO), to realize their investment. It can result in a prolonged holding period without readily available liquidity. Investors must understand and consider the potential illiquidity of their investment and carefully evaluate their investment horizon and cash flow needs accordingly.  

Valuation Risk:  

Start-ups are typically valued based on future potential and projections rather than tangible assets or historical financial performance. There is a risk of overvaluing or undervaluing a start-up, leading to potential discrepancies between the investment price and the actual value realized in the future.  

 

Risks specific to your company and their mitigating mechanisms.

Ownership and Capital structure  

Stockholder name	Number of securities owned	Percentage
--------------	--------------	--------------

 

Debt 

Debtholder: -------------- 

Debt amount: -------------- 

Interest rate: -------------- 

Maturity date: -------------- 

Financial condition and results of operations (This section is to be based on the financial statements that are attached in the Appendix section)  

For start-ups please provide traction which can include a growing customer base, positive media coverage, strong social media presence, etc. 

Revenue  

Total revenue in 2022 Year was -------------- 

AMD. compared to 2021, which was AMD, providing an increase of --------------  AMD, mainly driven by -------------- 

COGS  

In 2022, costs amounted to -------------- 

AMD, reflecting an increase compared to 2021 when costs were --------------  AMD, primarily due to -------------- 

Gross profit  

In 2022, gross revenue was --------------AMD, up from --------------AMD in 2021, driven by -------------- 

Operating expenses 

In 2022, operating expenses amounted to --------------AMD, which included-------------- 

Cash flows  

In the previous fiscal year, the company's cash flow was derived from -------------- 

Liquidity and Capital Resources 

• What capital resources are currently available to the Company? (Cash on hand, existing lines of credit, shareholder loans, etc...)
• How do the funds of this campaign factor into your financial resources? (Are these funds critical to your company operations? Or do you have other funds or capital resources available?)
• Are the funds from this campaign necessary to the viability of the company? (Of the total funds that your company has, how much of that will be made up of funds raised from the crowdfunding campaign?)
• How long will you be able to operate the company if you raise your minimum? What expenses is this estimate based on?
• How long will you be able to operate the company if you raise your maximum funding goal?

Valuation 

The valuation of ------ OJSC represents the assessment of the company's worth before and after the current round of investment. Please consider that the valuation has been calculated by the company itself and should be taken as an estimate, rather than a definitive figure. 

1. Pre-Money Valuation:

Before the investment, the estimated value of ------ OJSC is --------------AMD. This valuation has been determined through a comprehensive analysis of the company's financials and future growth potential.  

2. Post-Money Valuation range:

After incorporating the current round of investment, the post-money valuation range of ------ OJSC will be between and --------------depending on the target amount raised from investors. (Calculation: Pre-money valuation + Investment amount = post-money valuation) 

3. Use of Funds:

Investment articles	Percentage ratio	Expenditure types AMD Max.	Expenditure types AMD Min.

4. Investor Equity Stake:

Based on the current valuation, investors in this round will collectively own %---------------% of the company. This provides a clear indication of the ownership percentage relative to the total equity of OJSC. 

5. Methodology:

The valuation was conducted using the Discounted Cash Flow (DCF) method and a thorough examination of the company's projected financials.  

The Key steps in the DCF method are: 

1. Forecasting Cash Flows:

Based on a detailed analysis of historical performance, industry trends, and market conditions, we project the future cash flows that the investment is expected to generate over a specified period. 

2. Discounting Future Cash Flows:

Each projected cash flow is discounted back to its present value using the chosen discount rate. This accounts for the time value of money, ensuring that future cash flows are valued less than current ones. 

3. Determining Terminal Value:

The terminal value is calculated at the end of the explicit projection period using a conservative assumption about perpetual growth. This value is also discounted back to present value. 

4. Summing Present Values:

The present values of the projected cash flows and the terminal value are then summed to arrive at the total present value of the investment. 

Key assumptions in the calculation of the company valuation include. 

• Annual growth rate%
• Discount rate%
• Terminal growth rate%

Please add other assumptions if relevant. 

Fees and commissions 

Fundraising with the ARFI platform involves two main types of charges.  

Description of fees and commissions: ARFI fee is 7% of the amount raised, while a bank commission ranging from 0-2% is applied to each payment made by the investor. 

Timing of payments: The ARFI fee is collected form the user once the crowdfunding campaign is successful, specifically when the minimum target amount of the project is met. Consequently, the investor's investment amount includes ARFI charges, and there are no additional separate charges. 

The bank commission is charged at the time of the payment and is not under the control of the ARFI platform. 

Breakdown of costs: 

• The 7% commission covers the operating and administrative costs of the ARFI platform, ensuring a smooth investment experience.
• The transaction processing fees defer depending on the payment method and the location of the investor’s bank: it is close to 0% in case of wire transfer within Armenian banks and can reach up to 2% in case of card payments from outside of Armenia.

Payment methods: ARFI platform exclusively accepts payment via bank cards and wire transfers. 

Currency: The ARFI fee will be charged in AMD while the bank commission will be determined based on the initial currency of the investor's account. 

Refund policy:  ARFI fee will not be charged, and the investment amount will be refunded if the minimum target amount was not raised by the end of the deadline or if the fundraising campaign is cancelled for any reason by the deadline.  

Appendix 

1. Financial statements
2. Screenshots of the Company profile on ARFI
3. Video transcript

Appendix 2: "Provision of Crowdfunding Services to the Issuer" Agreement between the Platform Operator and the Issuer 

AGREEMENT №___

Provision of Crowdfunding Services to the Issuer

Yerevan                                                                                                                                           ____________, ______

 

"ARFI Crowdfunding Platform Operator" closed joint stock company (registered by the decision No. ___ Ա of ______2022 of the Council of the Central Bank of RA) (hereinafter the "Platform Operator") herein represented by the company's director __________________________, acting on behalf of the company's charter, on the one part, and 

the company __________________________ (TIN: _________, registration number: _____________, date of registration: _____________, legal address: _____________) (hereinafter the "Issuer"), herein represented by __________________________, acting on behalf of the company's charter, on the other part (all parties together hereinafter the  ‘’Parties’’), concluded this agreement on the provision of crowdfunding services to the Issuer (hereinafter the ‘’Agreement’’), on the following:

1. DEFINITIONS

1.1. Unless otherwise stipulated in or derived from the Agreement, the concepts used in the Agreement are used from the perspective of the activity rules of ARFI crowdfunding platform (hereinafter the "Rules"), the law  ‘’On Stock Market’’, Regulation 4/07 ‘’Requirements for the Activities of Persons Providing Investment Services" approved by Resolution No. 113- Ն of the Council of the Central Bank of the Republic of Armenia of April 8, 2008.

2. SUBJECT OF THE AGREEMENT

2.1. The Platform Operator, in compliance with the procedure and conditions stipulated in this Agreement and Rules, provides the Issuer with the service of providing a means of meeting of Investors and the Issuer for the financing of the project through the acquisition of newly issued securities of the Issuer through the Platform (hereinafter the ‘’Services’’), which consists of the following:

2.1.1. Acceptance and reporting of transaction orders of securities from buyers.

2.1.2. Proper identification of the Issuer, review of applications, assistance in the preparation of investment proposals.

2.1.3. Implementation of non-guaranteed placement of securities by means of crowdfunding.

2.1.4. Provision of final settlement between the Issuer and Investors through the use of the Platform Operator's bank account.

2.1.5. Registration of transactions made on the platform through the account of the securities opened in CDA and the operations made with them.

2.2. For the purpose of providing services, the Platform Operator provides the Issuer with access to the hardware and software environment of the Platform in order to create the Issuer's personal page, through which the Issuer concludes investment Agreements with Investors.

2.3. Final wording of Rules, Tariffs and Regulations published on the Platform Operator's website (www.arfi.am ) is considered an integral part of the Agreement.

2.4. The Issuer is obliged to accept the results of the Services provided in compliance with the Agreement and the Rules and to pay for them in accordance with the Agreement.

2.5. The legal relations arising between the Platform Operator and the Issuer, which are not regulated by the Agreement, are regulated by the Law of the Republic of Armenia "On the Stock Market", the Regulation ‘’On the Centralized Registry and Custody of Securities’’ of the Central Bank of the Republic of Armenia, the regulations of the Regulation of Investment Services, other regulations of the Central Bank of the Republic of Armenia and CDA Rules, Regulations and Tariffs adopted on their basis (hereinafter the ‘’Legal Acts’’), which the Issuer is familiar with. 

3. TARIFFS AND CHARGES OF THE PLATFORM

3.1. In the case when the Issuer manages to attract the desired level of planned investments, the Platform Operator charges 7 percent of the raised funds as a commission.

3.2. A fee is charged for the management services of the Issuer's owner registry, which is defined in a separate agreement.

4. RIGHTS AND RESPONSIBILITIES OF THE PARTIES

4.1. The Issuer is obliged to:

4.1.1. Use the Platform in compliance with the terms stipulated in the Rules, the Agreement and RA legislation.

4.1.2. Comply with the requirements of RA legislation.

4.1.3. Use the funds raised through the platform exclusively for the purpose of implementing the relevant project.

4.1.4. Implement calculations and payments according to of the Rules and of the Agreement.

4.1.5. Submit additional information and documents at the request of the Platform Operator.

4.1.6. Put up-to-date, accurate and complete information about yourself on your personal page of the Platform. 4.1.7. Not to grant access to their personal page to third parties, as well as to take measures to prevent unauthorized access to their personal page by third parties. Any action performed from the Issuer's personal page is considered performed by the Issuer from the perspective of the Platform Operator.

4.1.8. Publish all project-related crowdfunding proposals only on the Platform. If the offer is presented on another website, it must be agreed with the Operator. In case of publishing the proposal on another website, it must have a link to the publication of the proposal on the Platform, indicating in the accompanying that the purpose is to get acquainted with the proposal in detail and to know about the possibility to make investments in the suggested financial instruments.

4.1.9. Get acquainted with the notices received on their personal page within 1 (one) business day (including regarding amendments or additions to the Rules and the Agreement).

4.1.10. Not to use the Platform for the purpose of committing or financing acts considered to be an offense according to RA legislation.

4.1.11. Prior to the publication of the crowdfunding proposal, to deliver the management of the registry of securities, which will be issued, to the Platform operator.

4.1.12. Inform the Platform Operator about changes in the information included in the summary document on the crowdfunding proposal or the emergence of new important facts throughout the course of the crowdfunding proposal, within 1 working day after the Issuer is informed.

4.1.13. If the Platform Operator discovers an omission, error or inaccuracy or a new fact in the summary document regarding the crowdfunding proposal and informs the Issuer about it, which may have a significant impact on the expected income from the investment, immediately carry out the appropriate addition or change of the document.

4.2. The Platform Operator is obliged to:

4.2.1. Provide uninterrupted operation of the Platform.

4.2.2. Eliminate failures caused by the fault of the Platform Operator during the operation of the Platform.

4.2.3. Implement measures aimed at preventing problems related to the operation of the Platform.

4.2.4. Providing technical support to the Issuer in connection with the operation of the Platform.

4.2.5. Notify the Issuer through the latter's personal page about amendments and additions to the Rules and the Agreement. The relevant amendments and additions to the specific Issuer shall enter into force 5 (five) working days after the Notice in compliance with the procedure stipulated in this clause.

4.3. The Issuer has the right to:

4.3.1. Require the Platform Operator to provide Services under the Rules and the Agreement.

4.3.2. Contact the Platform Operator for technical issues related to the platform.

4.3.3. To submit a public proposal of their securities through the platform in case of review and approval of the application by the Platform Operator.

4.3.4. Except the cases published on the Platform and the crowdfunding deadline has not expired, as well as successful crowdfunding cases, to unilaterally terminate the Agreement, on the condition of notifying the Platform Operator at least 10 (ten) days in advance.

 

4.4. The Platform Operator has the right to:

4.4.1. Identify the Issuer in compliance with the rules and its internal procedures.

4.4.2. Make a decision to terminate, suspend or limit the provision of Services to the Issuer, if the Issuer breached the Rules or the Agreement.

4.4.3. Reject the submission of the public proposal of the Issuer's securities through the Platform at any time without presenting reasons and justifications.

4.4.4. Suspend the operation of the platform for up to 12 (twelve) hours in order to carry out preventive measures.

4.4.5. Receive information and documents necessary for the submission of the public proposal of securities from the Issuer.

4.4.6. Charge the commission, stipulated in the Rules and the Agreement, from the collected amount before transferring it to the Issuer without additional consent.

4.4.7. Provide investment services to Investors through the Platform in order to promote the building of contractual relationship between the Issuer and Investors.

4.5. The Issuer certifies that:

4.5.1. They are familiar with the legal acts regulating the provision of investment services.

4.5.2. The Issuer's personal page belongs to the Issuer, and the persons performing actions through their personal page are duly authorized by them to perform relevant actions.

4.5.3. They are aware of the risks of access to their personal page by third parties, and in case such a situation arises without the fault of the Platform operator, they cannot make claims against the Account Operator.

4.5.4. The information, provided to the Platform Operator, is accurate, complete, without omission or distortion of essential information or facts.

4.5.5. The Project(s), offered through the Platform meets all of the following requirements:

4.5.5.1. It is safe for users and third parties.

4.5.5.2. It does not violate the rights and legal interests of third parties,

4.5.5.3. It does not contain information that distorts the image necessary to form a complete and accurate picture of the project, in connection with the calculation of the funds necessary for the financing of the project.

4.5.6. On all the crowdfunding platforms of the Issuer, the total value of the offered securities (at the issue or sale price) based on the summary documents of crowdfunding proposal cannot exceed 2.5 billion AMD during the previous 12 months. 

5. FINAL SETTLEMENT

5.1. As a result of successful crowdfunding, the Platform Operator provides the Issuer with information on the placement results within 5 working days.

5.1. Based on that reference, the Issuer applies to the State Register Agency of Legal Entities of the Republic of Armenia and registers the change in the company's capital.

5.2. The Issuer instructs the Platform Operator, as the account operator, to register the securities on its newly opened or existing securities account at the CDA.

5.3. Afterwards, the Issuer instructs the account operator to transfer the securities from their account to the investors' newly opened or existing securities accounts.

5.4. As a result of successfully fulfilment of clause 3, the Platform Operator transfers the funds from their bank account to the Issuer's bank account within 3 working days.

5.5. The Issuer is obliged to implement the actions specified in clauses 5.1-5.3 within a maximum period of 1 month.=

6. COMMUNICATION BETWEEN THE PARTIES

6.1. Communication between the Parties regarding the provision of Services is carried out through the Platform's website, using the Issuer's personal page. In the case of the impossibility of ensuring communication through the personal page, the appropriate method of communication between the Parties is the e-mail addresses provided for in the Agreement.

7. LIABILITY OF THE PARTIES

7.1. In case of breach of the Agreement and Rules by the Issuer, the Platform Operator has the right to block the Issuer's personal account, remove the crowdfunding proposal, stop the provision of Services and demand that the Issuer compensate the Platform Operator and investors for the damages (including lost income).

7.2. The Platform Operator is not liable for the agreements concluded between the Participants, including, in cases of incomplete or unreliable information provided by the Issuer.

7.3. The Platform Operator is not liable for damages caused by the malfunction of the Issuer's equipment or software or incompatibility with the Platform.

7.4. The Platform Operator is not liable for damages caused by third parties, who was granted access to the Issuer's personal page without the fault of the Platform Operator.

7.5. The Platform Operator is not liable for the damages caused to the Issuer (including lost income) as a result of unilaterally terminating the provision of Services in compliance with and on the grounds stipulated in the Agreement and the Rules.

 

8. APPLICABLE LAW AND DISPUTE RESOLUTION PROCEDURE

8.1. Disputes between the Parties arising from the Agreement or regarding it are resolved through negotiations. In case of failure to reach an agreement through negotiations within a month, the disputes are resolved by the judicial procedure stipulated by the legislation of the Republic of Armenia.

8.2. The Agreement is regulated by the legislation of the Republic of Armenia. 

9. FINAL PROVISIONS

9.1. The Issuer agrees that the Account Operator shall provide the reports and other legally required information to them in the following manner:  On the Platform,

 By e-mail: ———————————— .

9.2.     The Parties must inform each other in writing immediately, but not later than within 5 (five) working days, about any changes in the addresses of Notice and bank requisites. 

9.3. The invalidity of a part of the Agreement does not bring to the invalidity of its other parts, if the Agreement could have been concluded also without including the invalid part in it.

9.4. This Agreement is drawn-up in Armenian and English languages, in case of inconsistencies or contradictions between the Armenian and English versions, Armenian language version shall prevail.

10. DATA OF THE PARTIES

Appendix 3: "Investment Agreement" between the Issuer and the Investor

INVESTMENT AGREEMENT  №___

Yerevan                                                                                                                                                         ____________, 202-

"————" ___________ company, (hereinafter the "Issuer"), herein represented by ------------, acting on behalf of —————, on the one part and ----- -------------------------------, (hereinafter the "Investor"), on the other part, hereinafter a separate Party, and the two together – Parties, concluded this Agreement (hereinafter the ‘’Agreement’’) in regard to the following:

1. DEFINITIONS

1.1. Unless otherwise stipulated in or derived from the Agreement, the concepts used in the  Agreement are used from the perspective of the activity rules of ARFI crowdfunding platform (hereinafter the "Rules"), the law  ‘’On Stock Market’’, Regulation 4/07 ‘’Requirements for the Activities of Persons Providing Investment Services" approved by Resolution No. 113- Ն of the Council of the Central Bank of the Republic of Armenia of April 8, 2008.

1. 2. SUBJECT OF THE AGREEMENT

2.1. With this Agreement, the Issuer is obliged to to transfer to the Investor the ownership rights of the Securities as outlined in the code/number Crowdfunding proposal, which are an integral part of this Agreement, and the Investor is obliged to accept them and pay for them the price as outlined in the investment application form of Appendix 1 of this Agreement.

2.2. The Investor, through the technical means of the Platform, by completing the investment application form of Appendix 1 on making an investment in the Project, accepts the terms of the summary document on the code/number Crowdfunding proposal, which is an integral part of this Agreement, and which are published on the Platform and in accordance with the procedure and ownership right defined by this Agreement, acquires Securities, in the quantity and under the conditions presented in the application for investment (Appendix 1) in the Project, which is an integral part of this Agreement, committing to pay for them the price established by this Agreement, and the Issuer is obliged to transfer/provide these Securities to the Investor. 2.3. The Operator is not a party to this Agreement, no obligation can be established for them by this Agreement.

3. GUARANTEES AND ASSURANCES

3.1.  The Issuer assures and guarantees to the Investor that: 3.1.1. The Issuer is a duly established, legally existing company under the legislation of the Republic of Armenia and may implement its activities in compliance with the laws of the Republic of Armenia. 3.1.2. The authorized capital of the Issuer is [ in numbers] [in letters ] AMD, which is divided into [in numbers] [in letters ] shares, each of them with [in numbers] [in letters] nominal value. The amount of the declared authorized capital of the Issuer is [ in numbers] [in letters ] AMD.

3.1.3. The Issuer has fulfilled their obligations properly as defined by RA legislation including Regulation 4/07, other applicable regulations, the Rules and the internal legal acts of the Operator. Crowdfunding proposal, the summary document on it, all the documents regarding the Project have been prepared and published in compliance with the requirements of the above-mentioned legal acts.

3.1.4. The Issuer will conscientiously and diligently take all possible and available measures to implement the Project in compliance with the summary document and within the prescribed time period, on the Crowdfunding proposal of this Agreement.

3.1.5. The Issuer is Duly authorized to enter into and implement this Agreement and to fulfill all obligations established in this Agreement. The conclusion and implementation of this Agreement, as well as the assumption and fulfillment of the obligations stipulated in this Agreement, have been dully and legally authorized and approved by the Issuer, all actions and procedures prescribed by law, other legal acts or charter have been performed, all consents, disclaimers, approvals and all other necessary procedures have been obtained and no other action is required by the latter for concluding this Agreement and fulfilling the obligations defined herein.

3.1.6. The Issuer has the right to issue the Securities, it issued the Securities in compliance with the RA legislation, the regulations established by the Central Bank of the RA, the Rules, its charter, internal legal acts and has performed all the necessary actions defined by the law, other legal acts, its charter and internal legal acts operations, obtained all necessary permits, consents, corporate resolutions and fully complied with other established procedures.

3.1.7. The conclusion or implementation of this Agreement will not lead to the breach of the Issuer's obligations defined by law, legal acts, or contractual or non-contractual obligations.

3.1.8. The Issuer is not insolvent or bankrupt, and there is no risk of bankruptcy.

3.1.9. The Issuer does not have overdue, significant obligations, including towards any state or municipal budget of the Republic of Armenia.

3.1.10. No court case is pending against the Issuer by or before any court, state authority or arbitration tribunal, or any proceedings have been initiated against them, and there is no unexecuted court act, administrative act, decision or order against the Issuer.

3.1.11. The Securities are not pledged, they are not saddled with any rights of third parties, no person has the right of preference to acquire them, the implementation of which they have not refused in accordance with the law.

3.1.12. The members of the Issuer's executive body and board have no convictions and have never been declared bankrupt.

3.1.13. The Issuer does not pursue any illegal goal by concluding this Agreement.

3.2. The Investor assures and guarantees that: 3.2.1. The Investor acts exclusively at their own expense and on their own behalf, is not a broker or an agent, is the real beneficiary of the rights defined by this Agreement.

3.2.2. Is duly authorized to enter into and implement this Agreement and to fulfill all obligations established in this Agreement. The conclusion and implementation of this Agreement, as well as the assumption and fulfillment of the obligations established in this Agreement, have been dully and legally authorized and approved by the Investor, all the actions and procedures defined by the law, other legal acts or the Issuer's charter have been performed, all consents, permits, disclaimers, approvals and all other necessary procedures have been obtained and no other actions are required by the latter for the conclusion of this Agreement and the fulfillment of the obligations defined herein.

3.2.3. The conclusion or implementation of this Agreement will not lead to the breach of the Investor's obligations defined by law, legal acts, or contractual or non-contractual obligations. 3.2.4. The investor does not pursue any illegal goal by concluding this Agreement. 

4. CONCLUSION OF THE AGREEMENT

4.1. This Agreement can be signed by the Investor and the Issuer through the Platform in accordance with the Rules.

4.2. The Agreement is considered concluded from the moment the Investor submits the application to invest in the Project and comes into force from the moment the Issuer receives the Investor's funds, which were transferred by the Investor to the Operator's bank account and transferred by the Operator to the Issuer's bank account. The date of receipt of funds specified by the Issuer shall be considered the date of conclusion of the Agreement.

5. TRANSFER OF THE OWNERSHIP RIGHT

5.1. The Investor's ownership right to the securities arises from the moment of their registration in compliance with the law.

6. RIGHTS AND RESPONSIBILITIES OF THE PARTIES

6.1. The Issuer is obliged to: 6.1.1. Transfer the Securities to the Investor no later than 30 days after the conclusion of this Agreement and the successful completion of the crowdfunding proposal.

6.1.2. Transfer the Securities to the Investor in accordance with the quantity and type defined by this Agreement, free from the rights of third parties.

6.2. The Investor has the right: 6.2.1. Cancel the application about investing in the Project submitted by the, within 4 (four) days after submission of the application, without any legal consequences and the obligation to disclose the reasons for cancellation, and thereby withdraw from this Agreement. The investor shall consider the application canceled in compliance with the rules for submitting and canceling applications.

6.2.2. Demand the transfer of the Securities to the, within the period specified by this Agreement.

6.2.3. Get back their investment fully, if the Issuer's project has not attracted the minimum target amount by the end of the crowdfunding proposal period. The transfer costs associated with the return of the investment shall be borne by the Investor.

6.2.4. Cancel the investment and get back the invested amount fully, if the Investor does not agree with the significant changes in the crowdfunding proposal published by the Issuer and the new facts that have emerged.

6.3.  The Investor is obliged to: 6.3.1. Pay the Issuer the price of the Securities defined by this Agreement, in compliance with this Agreement and within the prescribed time period.  

6.3.2. Open a securities account in the absence of a securities account operated by the Operator, as the Account Operator, within 10 (ten) working days after the conclusion of this Agreement.

6.4.   The Issuer has the right: 6.4.1. Receive payment for the Securities under the terms and amount defined by this Agreement.

7. PAYMENT FOR THE SECURITIES

7.1.      In accordance with this Agreement, the payment for the Securities is made through the bank account of the Crowdfunding platform operator, in compliance with the Rules.

7.2. The bank account of the Crowdfunding platform operator is a special bank account defined by Regulation 4/23, which can only be used for operations related to the provision of crowdfunding services by the crowdfunding platform operator.

8. TRANSFER OF THE SECURITIES

8.1. The transfer of the securities to the Investor by right of ownership is made no later than 30 days after the conclusion of this Agreement, the full payment of the investment by the Investor and the successful completion of the crowdfunding proposal. 8.2. The securities are transferred to the Investor by transferring them to the Investor's securities account.

9. FORCE MAJEURE

9.1. The Party is not liable for non-fulfilment or improper fulfillment of the obligations stipulated in this Agreement, if it proves that proper fulfillment was impossible due to force majeure, which includes legal acts adopted by state authorities, war, earthquakes, floods and other natural disasters, etc. In case of force majeure circumstances, the Party is obliged to notify the other Party about it within 1 /one/ working day from the moment of occurrence of force majeure .

9.2. If the Party, which is unable to properly fulfill its obligations arising from this Agreement as a result of force majeure, does not notify the other Party in compliance with the procedure specified in clause 9.1 of this Agreement about the non-fulfillment or improper fulfillment of obligations due to force majeure, then it shall not be released from liability of such non-fulfillment or improper fulfillment.

10. CONFIDENTIALITY

10.1. Within three years after the conclusion of this Agreement, the Issuer and the Investor are obliged to maintain the confidentiality of financial, commercial and other information, which was delivered to them by the other party to the Agreement, within the framework of this Agreement.

10.2. The delivery of confidential information to third parties, its publication or disclosure is possible only with the written consent of the other party, as well as upon request by the authorities defined by RA legislation.

11. OTHER PROVISIONS

11.1. The Parties unconditionally agree that any other notification, demand, report or other notice (hereinafter the "Notice") sent to each other pursuant to or in connection with this Agreement shall be made to the Party or sent by any of the Notice methods of the Party mentioned below.  on the Platform,  By e-mail:

Investor's e-mail: ___________________________________

Issuer's e-mail: ________________________________________

11.2. The Parties unconditionally agree that the Notice made by any of the methods of the Notice of the Party mentioned in clause 11.1 of this Agreement is a reliable means of delivering information, and the Notice is considered duly delivered to the Party from the day following the date of sending. Each Party is obliged to inform the other Party in writing  about any changes of the methods of the Notice specified in clause 11.1 of this Agreement within three days after its occurrence. Before informing the other Party, the Notice made by the Party's method of Notice is considered to be properly delivered to them, but after informing, the Notice made with the changed method is considered to be properly delivered to them.

11.3. This Agreement is regulated and interpreted by RA legislation;

11.4. All disputes arising from this Agreement or in connection with it shall be resolved by the RA courts. 11.5. This Agreement is drawn-up in Armenian and English languages, in case of inconsistencies or contradictions between the Armenian and English versions, Armenian language version shall prevail.

12. REQUISITES, BANKING DETAILS AND SIGNATURES OF THE PARTIES

Appendix 1 - Investment application form

Code of the crowdfunding proposal
Type of securities
Placement price of a unit security
Quantity
Total investment