Project Owner Agreement

This Project Owner Agreement ("Agreement") governs the obligations and responsibilities of the project owner ("Owner") in relation to fundraising activities conducted through UbiaConnect, operated by Top Notch Company Limited ("Platform").

1. Authority to Raise Capital

The Owner confirms they hold full lawful authority to raise capital for the project or company being submitted. Where the Owner acts on behalf of a corporate entity, they confirm authority to bind that entity and warrant that all necessary internal approvals have been obtained.

2. Accuracy of Disclosures

The Owner agrees to provide the Platform and prospective investors with accurate, complete, and not misleading disclosures at all times. This obligation extends to:

1. Financial statements, projections, and supporting data submitted during onboarding.
2. Corporate structure, beneficial ownership, and regulatory standing.
3. Material risks, contingent liabilities, and known disputes.
4. Use of proceeds and timeline for deployment of raised capital.

3. Ongoing Disclosure Obligations

The Owner undertakes to notify UbiaConnect promptly where any material fact changes before, during, or after an active fundraising campaign. Material changes include financial performance deviations, regulatory actions, key personnel changes, or significant shifts in business strategy.

4. Due Diligence Co-operation

The Owner agrees to respond promptly, fully, and truthfully to all due diligence requests from UbiaConnect, including requests for audited accounts, corporate filings, legal opinions, and beneficial ownership declarations.

5. Prohibited Conduct

The Owner acknowledges that the following conduct may result in immediate suspension, campaign reversal, and mandatory regulatory reporting:

• Providing false, misleading, or incomplete information to the platform or investors.
• Misapplication or diversion of investor funds from the stated use of proceeds.
• Breaching applicable securities, anti-money laundering, or consumer protection law.
• Withholding material information that would reasonably affect investor decision-making.

6. Platform Authority

UbiaConnect reserves the right to pause, reject, or permanently remove any project submission or active campaign where legal, compliance, fraud, or disclosure concerns arise. Acceptance of this Agreement is required before any project can enter formal platform review.

7. Governing Law

This Agreement is governed by the laws of the United Republic of Tanzania.