Read carefully. The Investor confirms they have read and agreed to all terms below before submitting.
MEMORANDUM OF UNDERSTANDING — SUBSCRIPTION OF SHARES IN IVY DIGITAL LLC
Reference: IVY-MOU-2026-_________ · Date: ____________
This Memorandum of Understanding ("MOU") is entered into by and between Ivy Digital LLC, a UAE free zone limited liability company with its business address at Sharjah Media City Free Zone Authority (SHAMS), Sharjah, UAE (the "Company"), and the undersigned investor (the "Investor").
RECITALS
The Company is engaged in the business of designing, building, and operating AI-powered software products and SaaS platforms (the "Business"). The Company wishes to admit the Investor as a new shareholder by issuing new shares representing approximately 1% of the Company's fully-diluted post-money share capital as at the Closing Date, subject to the terms of this MOU.
1. SUBSCRIPTION
1.1 The Investor subscribes for that number of new ordinary shares equal to approximately 1% of the Company's fully-diluted share capital (the "Subscription Shares").
1.2 The aggregate subscription price is AED 60,000 (the "Subscription Price"), implying a post-money valuation of approximately AED 6,000,000.
1.3 The exact number of Subscription Shares and resulting percentage (subject to rounding) shall be determined at Closing and recorded in a board / shareholder resolution and the Company's share register.
2. PAYMENT SCHEDULE
| # | Installment | Amount | Due |
|---|
| 1 | Token | AED 20,000 | Within 7 days of signing this MOU |
| 2 | Balance | AED 40,000 | On or before 30 September 2026 |
All payments to IBAN AE370860000009002730715 / BIC WIOBAEADXXX. Reference: IVY-[Surname] — Token / Balance.
3. ALLOCATION OF SUBSCRIPTION SHARES
3.1 Closing occurs on the date the Company receives the full Subscription Price in cleared funds (the "Closing Date").
3.2 No shares until full payment. No shares shall be issued and the Investor shall have no shareholder rights until the Closing Date. The Token is a good-faith deposit and does not confer any equity, options, warrants, or other rights.
3.3 Issuance. The Company shall issue the Subscription Shares within 30 days of the Closing Date.
4. VALIDITY, EXPIRY & REFUND
4.1 This MOU shall automatically expire on 30 September 2026 if the full Subscription Price has not been received by that date.
4.2 Upon expiry, the Company has no obligation to issue shares and the Investor has no claim for damages, except for the Token refund under Clause 4.3.
4.3 Within 90 days after the Expiry Date, the Company shall refund the Token (AED 20,000) without interest by wire transfer to the originating account.
4.4 The Token refund is the sole and exclusive remedy for the Investor upon expiry. The Investor waives any claim for damages, opportunity cost, or consequential loss.
5. REPRESENTATIONS & WARRANTIES
The Investor represents and warrants that: (a) the Investor has legal capacity; (b) funds are not from illegal activity and the Investor complies with UAE AML/CTF laws (Federal Decree-Law No. 20 of 2018); (c) the Investor will provide KYC documents on request; (d) the Investor is a sophisticated investor who has had the opportunity to review the Company and obtain independent advice; (e) the Investor understands this is a private placement, not a public offering; (f) the Investor acknowledges the risk warnings in Clause 10.
The Company represents and warrants that: (a) it is duly organized under UAE law with authority to enter into this MOU; (b) this MOU does not conflict with any other agreement; (c) it has disclosed all material information to the Investor.
6. PRE-EMPTION, ANTI-DILUTION & STANDSTILL
Subscription Shares shall be subject to standard pre-emption rights, broad-based weighted-average anti-dilution protection, and a standstill on trading and public disclosure until the Closing Date, all as set out in the Shareholders' Agreement to be entered into upon issuance.
7. CONFIDENTIALITY
Each Party shall keep the existence and terms of this MOU and all Confidential Information strictly confidential, except as required by law, to professional advisors, or with prior written consent. This clause survives for 3 years.
8. GOVERNING LAW & DISPUTE RESOLUTION
8.1 Governed by the laws of the United Arab Emirates and the regulations of SHAMS Free Zone Authority.
8.2 Disputes to be resolved by good-faith negotiation (30 days), then binding arbitration under DIAC rules in Dubai, in English, with one arbitrator. The award is final and binding.
8.3 Either Party may seek urgent interim or injunctive relief from a UAE court.
9. GENERAL
Entire agreement. Amendments in writing. Counterparts and electronic signatures accepted (DocuSign / Adobe Sign). No assignment without consent. No partnership. Severability. Notices by email + registered mail. Survival of Clauses 5, 7, 8, 9, 10.
10. SPECIFIC RISK ACKNOWLEDGMENT
The Investor expressly acknowledges that:
⚠️ Early-stage risk. The Company is at POC stage. There is no guarantee of commercial success.
⚠️ No audited financials. Any projections (including in the investor deck) are forward-looking and not guaranteed.
⚠️ Total loss possible. The Investor may lose the entire AED 60,000.
⚠️ No liquidity. There is no public market for the Subscription Shares; the Investor may not be able to sell for many years. Liquidity backstops: (a) Founder buy-back at original AED 60,000 (no interest) after the 3rd anniversary, at the Founder's discretion; (b) Investor-initiated transfer to another investor at market valuation, with the Founder's prior consent (not unreasonably withheld). See Clauses 10.4(a) and 10.4(b) below.
⚠️ Approximate 1%. The exact percentage is subject to rounding, future issuances, and final share structure.
⚠️ Minority position. The founder will retain majority control; the Investor will have limited influence.
⚠️ No dividends guaranteed. Dividends are at the discretion of the board / founder.
⚠️ Dilution risk. The Investor's 1% may be diluted in future rounds, despite anti-dilution protection.
⚠️ No public registration. The Subscription Shares are not registered with SCA or any other regulator.
⚠️ Tax. The Investor is solely responsible for all tax consequences (UAE and foreign).
⚠️ No guaranteed return. No mandatory buyback or redemption, except the discretionary Founder option in Clause 10.4(a).
⚠️ Independent advice. The Investor has been advised in writing to seek independent legal, tax, and financial advice before signing.
10.4(a) Founder Buy-Back Option
As a goodwill liquidity backstop (and not as a contractual obligation), if at any time after the third anniversary of the Closing Date the Investor wishes to exit, the Founder shall have the right (but not the obligation), upon written notice from the Investor, to buy back all (but not less than all) of the Investor's Subscription Shares at a price equal to the Investor's original Subscription Price (AED 60,000), without any interest, profit, or premium. The Founder shall complete such buy-back within ninety (90) days of receiving the Investor's written notice, by wire transfer of AED 60,000. If the Founder declines or does not respond within thirty (30) days, the Investor may pursue the alternative exit route under Clause 10.4(b).
10.4(b) Investor-Initiated Transfer to Another Investor
Alternatively, if the Founder declines the buy-back under Clause 10.4(a), the Investor may, with the Founder's prior written consent (not to be unreasonably withheld), transfer the Subscription Shares to another investor introduced by the Investor, at a price equal to the then-prevailing market valuation of the Company as determined in good faith by the Founder and the prospective incoming investor, or failing agreement, by an independent UAE-licensed business valuer mutually appointed by the Founder and the Investor (split costs). Any such transfer remains subject to (i) the incoming investor executing a deed of adherence to this MOU and any Shareholders' Agreement, (ii) compliance with applicable UAE free zone authority approval requirements (including SHAMS), and (iii) any applicable pre-emption rights in the Company's constitutional documents.
11. SIGNATURES
By submitting this form, the Investor confirms that they have read, understood, and agreed to all the terms of this MOU, including the risk acknowledgments in Clause 10.
This MOU is a template intended to be reviewed by a UAE-licensed attorney before use. It does not constitute legal advice. Ivy Digital LLC may require a final countersigned PDF version of this MOU before the Token is treated as received.