THIS AGREEMENT OF LIMITED LIABILITY PARTNERSHIP is made this __ of ________ 20_, by and between the Company EARNPARK PLATFORM LLP, a Limited Liability Partnership, registered under the laws of the United Kingdom of Great Britain and Northern Ireland, registration number: OC442773, date of formation 22nd of June, 2022, registered at 128 City Road, London, United Kingdom, EC1V 2NX (“Company”, “Partnership”) and The User, _________ _________, email: _________, of the Website holding the status of Partner (hereinafter referred to as “User”, “Affiliate”).

Explanatory Statement: The purpose of the partnership is to conduct business activities in the fields of IT, asset management, and investing. To accomplish their aforesaid desire, the parties hereto desire to join together in the United Kingdom of Great Britain and Northern Ireland Limited Liability Partnership, registered under and pursuant to the Limited Liability Partnerships Act 2000, as amended from time to time (the “Act”).

NOW, THEREFORE, in consideration of their mutual promises, covenants, and agreements, Terms of use of the digital platform, Risk Statement, Cookie Policy, and Privacy Policy, the parties hereto do hereby promise, covenant, and agree as follows:

Throughout this Limited Liability Partnership Agreement, and unless the context otherwise requires, the word or words set forth below within the quotation marks shall be deemed to mean the words which follow them:

1.1.“Affiliate”, “User” – an individual who is the owner of the Account, who has passed the Registration procedure and who has acquired the right to use the System in accordance with the Agreement and Internal Policies.

1.2. “Agreement” – This Limited Liability Partnership Agreement.

1.3. “Capital Account” – The account established for each Partner on the books of the Partnership.

1.4. “Certificate” – The separate certificate of Limited Liability Partnership.

1.5. “Partner” – Managing Partner, User, any Persons or other entity substituted for him, admitted to the Partnership pursuant to this Agreement.

1.6. “Partnership” – This Limited Liability Partnership.

1.7. “Partnership Interest” – For any Partner, the number of Units owned by the Partner is divided by the aggregate number of Units owned by all Partners.

1.8. “Persons” – Individuals, partnerships, corporations, unincorporated associations, trusts, estates, and any other type of entity.

1.9. “Managing Partner” – The Managing Partner as set forth in Section 6.1.2.

1.10. “Unit” – An interest in the Partnership that entitles the holder to that percentage of each item of the Partnership’s gain, income, loss, deduction, credit, or other tax items which is equal to one (1) divided by the total number of Units owned by all Partners considered in the aggregate.

1.11. “Days” and “Business Days” – All references to “days” shall mean actual days. All references to “business days” shall mean Monday through Friday. Both definitions shall exclude national holidays in the United Kingdom for the purposes of tolling timelines.

1.12. «Acceptance full and unconditional acceptance by the User of the terms of this Agreement. The User taking action confirming his will to conclude such an Agreement and accept the terms and conditions contained in this Agreement in full and unconditionally carries out full and unconditional acceptance of the terms of this Agreement. The consent is expressed by the signing of this Agreement by the parties and the transfer by the User (Partner) of the appropriate amount of assets in the manner specified in the User Agreement.

1.13. «Website» means a software and hardware complex located at the address https://earnpark.com/ under the ownership of the Company, which provides an information platform for the User to carry out the actions provided for by this Agreement and its Appendixes on the Internet.

2.1. Formation. The parties agree to form a Limited Liability Partnership pursuant to the terms and conditions contained in this Agreement. Except as otherwise provided in this Agreement, the rights and liabilities of the Partners will be governed by the Act.

2.2. Name. The name of the Partnership shall be EARNPARK PLATFORM LLP.

2.3. Principal Place of Business, Registered Office. The principal office of the Partnership (the "Office") should be located at the address: Unit R30-37, Reef Tower, Dubai, AE. The Partnership will have this or additional offices, which the Partners may determine from time to time in accordance with this Agreement. The place of business should be located at the address: Unit R30-37, Reef Tower, Dubai, AE. The Managing Partners or the Director may, from time to time, establish another principal place of business or open additional places of business.

2.4. Certificate of Partnership. The Managing Partner will execute the Certificate and cause it to be filed in the office. In addition, the Managing Partner will execute and cause to be filed in the appropriate offices, or doing-business statements or registrations that may be required by the laws, and any other certificates or documents the Managing Partner deems necessary or appropriate to comply with the requirements for qualification and operation of Partnerships under the laws of any locality or any other jurisdiction in which the Partnership does business or owns property.

3.1. Business and Purpose. The business of the Partnership is business activity in the fields of IT, asset management and investing. The purpose of the activities of the Partnership is making a profit from such activities.

3.2. Authority of the Partnership. The Partnership may also do and engage in any and all other things and activities and have all powers incident to the said expansion, or any part or parts thereof, including, by way of illustration and not by way of limitation, arranging for and delivering contracts of sale, deeds, leases, deeds of trust and doing all things reasonably incident to the development and management of the Company.

5.1. Capital Commitments. Each Partner, upon admission to the Partnership, shall be deemed to have made a “Capital Commitment”. The Capital Commitment of a Partner shall represent the maximum aggregate amount of cash that such Partner shall be required to contribute to the capital of the Partnership an, without such Partner’s consent, shall not be changed during the term of the Partnership.

5.2. Capital Accounts. The Partnership will establish and maintain on its books a separate Capital Account for each Partner. Each Partner’s Capital Account balance will be increased by the Partner’s additional Capital Contributions and investments.

6.1. Management of the Partnership. Except to the extent that the consent of the Partners is required by this Agreement and as otherwise provided in this Agreement, the Managing Partner will have the right to make all decisions respecting the management, operation, and control of the Partnership business. Except as otherwise provided in this Agreement or the Act, the Managing Partner will have all rights and powers and will be subject to the restrictions of a partner in a partnership without Partners. The Partnership can have one or more Managing Partners.

6.1.1. Managing Partner’s Duty of Care. In carrying out its duties and exercising its powers under this Agreement, the Managing Partner will be required to exercise reasonable skill, care, and business judgment. Managing Partner will be deemed to be exercising reasonable care and business judgment in relying on the advice of counsel or public accountants experienced in a particular matter and will not be liable to the Partnership or any Partner for any action taken or omitted on behalf of the Partnership in good faith and in reliance on any such advice.

6.1.2. Director. The Managing Partner shall have the right to delegate management tasks to a Director to manage and supervise the operations and business of the Partnership in accordance with this Agreement and applicable law (the “Director”).

6.2. Managing Partner’s Undertakings. The Managing Partners shall devote so much of their respective time to the conduct of the Partnership business as may be reasonably necessary for the efficient operation of the Partnership business.

6.3. Limitations on Authority of Managing Partner. Notwithstanding anything to the contrary in this Agreement:

6.3.1. The Managing Partner has no authority to perform any action in violation of any applicable law or regulation, or in contravention to this Agreement, or encumber Partnership property for anything other than a Partnership purpose.

6.4 Rights and Obligations of Partner.

6.4.1. Management of the Partnership. No Partner may take part in the management or control of the business of the Partnership or transact any business in the name of the Partnership. No Partner, in its capacity as such, has the power or authority to bind the Partnership or to sign any agreement or document in the name of the Partnership. The Partner, in its capacity as such, will have no vote on matters related to the operation of the Partnership or its business other than as set forth in this Agreement or as required by law.

6.4.2. Liability of Partners. A Partner will be liable for, and will have the duty to pay as and when due, its Capital Commitment. Except for such Capital Commitment, a Partner will not be required to make any further contributions or loans to the Partnership, and will not be personally liable for any obligations of the Partnership.

13.1. Entire Agreement; Modification. This Agreement constitutes the entire understanding and agreement between the Partners with respect to the subject matter of this Agreement. No agreements, understandings, restrictions, representations, or warranties exist between or among the Partners other than those in this Agreement or referred to or provided for in this Agreement.

13.2. Force of Law. Nothing contained in this Agreement shall be construed as requiring the commission of any act contrary to law. In the event there is any conflict between any provision of this Agreement and any statute, law, ordinance, or regulation contrary to which the Partners have no legal right to contract, the latter shall prevail, but in such event, the provisions of this Agreement thus affected shall be curtailed and limited only to the extent necessary to conform with said requirement of law. In the event that any part, article, section, paragraph, or clause of this Agreement shall be held to be indefinite, invalid, or otherwise unenforceable, the entire Agreement shall not fail on account thereof, and the balance of this Agreement shall continue in full force and effect.

13.3. Amendments. Amendments to this Agreement may be proposed by any Partner. A proposed amendment will be adopted and become effective as an amendment only on the written approval of all of the Company.

13.4. Meet and Discuss Requirement. In the event that any disputes or disagreements arise between the User and the Company related to the Agreement or the fulfillment or non-fulfillment by any Party of the obligations under the Agreement, the Parties will make every effort to resolve them through negotiations between their authorized representatives. Compliance with the mediation procedure is mandatory. The parties undertake to strive for a peaceful settlement of the dispute that has arisen.

13.5. Unresolved Disputes. Any dispute under this agreement that is not resolved shall be settled within the court system in the United Kingdom in any court with jurisdiction over the agreement and/or the parties, pursuant to the laws of the United Kingdom at the time of the conflict. In no event shall a conflict under this agreement be settled in any jurisdiction other than the United Kingdom, nor shall disputes be submitted to mediation, arbitration, or any other alternative dispute resolution procedure unless:

13.6. Severability. If any term or provision of this Agreement is held to be void or unenforceable, that term or provision will be severed from this Agreement, the balance of the Agreement will survive, and the balance of this Agreement will be reasonably construed to carry out the intent of the parties as evidenced by the terms of this Agreement.

13.7. The Company has the right to unilaterally change the terms of this Agreement and its Appendices by publishing a new version of the Agreement on the Website. The changes take effect no less than 10 (ten) calendar days from the date of notification and publication. If the User has not canceled the Agreement before the introduction of new conditions for the provision of the Services, then changes in the terms of the Agreement and its Appendices, in the relevant part, are considered accepted by the User. An increase in the required size of assets for obtaining a certain service does not have a retroactive effect. Therefore, the condition does not apply to previously established agreements.

13.8. The acquisition of the status of a Partner occurs after the signing of this Agreement by the parties and the transfer by the User (Partner) of the appropriate amount of assets in the manner specified in the User Agreement.

13.9. The provision of services begins after the transfer of the appropriate number of assets in the manner determined in the User Agreement.