📋11. Issuer

11.1 $Lopes Token Issuer Information

The Issuer of the $Lopes is the Leandro Lopes AG, a private stock corporation, registered in the company register of Lichtenstein, having its registered seat at Schaaner Straße 13, Vaduz, Liechtenstein.

Founding shareholders of the Issuer are Mohamad Sharif (90%) and Stanislav Scharapow (10%).

The founding shareholder Mohamad Sharif will transfer his shares of the Issuer to the Leandro Lopes FZCO, a private limited liability company to be established by Leandro Lopes in Dubai, United Arab Emirates. After the share transfer, Mohamad Sharif and Leandro Lopes will hold 51% of the shares of the Leandro Lopes FZCO. The Leandro Lopes FZCO is the owner of the brand name “Leandro Lopes” and will provide the Issuer with the main license for the use of the brand name.

The board of directors of the Issuer (Verwaltungsrat) are:

• Mr. Dr. Wolfgang Strub resident in Vaduz, Liechtenstein,

• Mr. Mohamad Sharif residing in Gladbeck, Germany, and

• Mr. Stanislav Scharapow, Gronau, Germany.

Mr. Sharif has been appointed as president of the board of directors and Chief Marketing Officer. Mr. Scharapow has been appointed as Chief Technical Officer.

Two members of the board of directors jointly represent the Company.

Mr. Leandro Lopes, Stadtlohn, Germany, is employed as non-executive Chief Strategy Officer of the Issuer.

The share capital of the Issuer amounts to CHF 100,000.

The fiscal year of the Issuer equals the calendar year and runs from 1 January to 31 December of each year, but the year 2022 is the first year and therefore starts from the day of incorporation of the Issuer.

The purpose of the Issuer is

- the production, trade and distribution of shoes, textiles, and accessories of all kinds and

- the holding and managing of shares of companies in the Principality of Liechtenstein and abroad as well as the financing of the companies held.

The Company is furthermore entitled

- to advise the companies held, and

- to acquire, own, manage, exploit, and dispose of trademarks, patents and other intellectual property rights and in particular to grant licenses for the use of its intangible assets and property rights as well as the commercial use of property rights in any form commercially.

The company may engage all commercial and financial transactions, which serve its purpose.

Excluded are transactions which require a separate permission of the Liechtenstein Financial Market Authority.

11.2 Corporate Governance and Compliance of the Issuer

The Issuer has introduced corporate governance and compliance rules. These rules have been adopted by the Board of Directors (Verwaltungsrat) in the form of binding organizational regulations including:

organisational and compliance rules,

internal control mechanisms,

conflict of interest rules,

general risk management rules,

business continuity management rules,

KYC/AML due diligence rules (Sorgfaltspflichten), and

IT and blockchain process and responsibilities rules.

11.3 Establishment of an Internal Control Mechanism

11.3.1 Legal Requirements

Leandro Lopes AG ensures voluntarily the following:

(1) With respect to basic information

- the disclosure of basic information at all times (Art. 30 to 38 TVTG) during the token issuance and at least ten years thereafter;

- the prevention of abuse with regard to the possibility of the token transferee to waive basic information (Art. 31 para. 1 let. a TVTG); and

- the implementation of the token issue in accordance with the terms of the basic information

(2) the maintenance of the operated activities in case of interruptions during the token issuance (Business Continuity Management).

11.3.2 Basic Information Control Policy

The internal Basic Information Control Policy regarding the dealing with basic information and the performance of the ITO in accordance with the terms & conditions shall be implemented by the management of the Company prior to the commencement of the issuance of the $Lopes. To this end, the compliance function shall prepare a list of all relevant persons who must comply with this policy. The list shall be approved by the management. The list shall be updated by the compliance function on an ongoing basis. The compliance with the policy shall be monitored by the compliance function on a regular basis. The compliance function shall conduct trainings on the importance of and compliance with the internal Basic Information Control Policy on a regular basis, but at least twice a year. The compliance function shall report to the management of the company on his activities on a regular basis, but at least two times a year.

(a) Disclosure of Basic Information

The basic information (Art. 30 to Art. 38 of the TVTG) must be always disclosed during the period of the issuance of the $Lopes and, in addition, for a period of at least 10 years thereafter. The disclosure shall be ensured by making the basic information paper (Whitepaper) permanently available to all interested parties on the company’s website. In addition, the Whitepaper shall be sent free of charge in electronic form to any interested party upon request. The compliance function shall be responsible for ensuring that it is always available and conduct reviews on a regular basis, but at least quarterly.

(b) No Waiver of Basic Information

No acquiror of $Lopes shall have the possibility to waive the right to inspect the Basic Information Paper (Whitepaper) (Art. 31 para. 1 let. a). For this purpose, the Compliance Officer shall conduct inspections.

(c) Performance of the ITO in accordance with its Terms & Conditions

The $Lopes must be issued strictly in accordance with the terms of the Whitepaper. Compliance with the terms and conditions of the Whitepaper (in the respective version) shall be ensured by the compliance function through trainings and shall be checked at least quarterly.

In accordance with Article 17 of the TVTG, the Issuer implemented the special internal control mechanism described below, which has the quality of an internal policy to be observed at all times by the Issuer’s management and all persons involved in the process of sale and transfer of $Lopes (“Internal Control Policy”). Prior to the commencement of the issuance of the $Lopes, the compliance function shall prepare a list of all relevant persons who must comply with this policy. The list shall be approved by the management. The list shall be updated by the compliance function on an ongoing basis. The compliance with the policy shall be monitored by the compliance function on a regular basis. The compliance function shall conduct trainings on the importance of and compliance with the internal Basic Information Control Policy on a regular basis, but at least twice a year. The compliance function shall report to the management of the company on his activities on a regular basis, but at least two times a year.

11.4 Business Continuity Management

The Business continuity management includes, in particular, ensuring IT security and IT functionality as well as the emergency concept. It is described in detail in the Organizational Instruction Leandro Lopes AG, Liechtenstein.

15.4 Registration and KYC/AML

The purchase, sale and transfer of $Lopes by the Issuer to the purchasers is subject to the Liechtenstein Act on Tokens and VT Service Providers (Gesetz vom 3. Oktober 2019 über Token und VT-Dienstleister) –TVTG. The TVTG forms the legal framework for transaction systems based on trustworthy technologies transaction systems and regulates in particular:

(a) the civil law basis in relation to tokens, the representation of rights by means of tokens, as well as their transfer; and

b) the supervision and the rights and obligations of VT service providers.

However, the Issuer is not yet registered as a VT service provider in the meaning of this law because it offers tokens to the public in its own name or in the name of a principal to the public up to an amount of CHF 5 million in the beginning. As soon as the Issuer will be registered as VT service provider, it may sell $Lopes for more than CHF 5 million.

The owner of $Lopes is a person who is holding the VT key. He has the power of the disposal over the $Lopes. Since the Issuer creates the $Lopes at the Lopes generation event, it is holding the respective VT key and is therefore the first owner of the created $Lopes. If the Issuer purchases $Lopes to distribute $Lopes in accordance with its loyalty, status, and mining program, it will acquire the respective private VT key.

The disposal of a Lopes requires that

(a) the transfer of the Lopes has been completed in accordance with the rules of the VT-System and the transferor and transferee agree to transfer the right to dispose of the Lopes; and

b) the transferor is entitled to dispose of the Lopes in accordance with Article 5 of the TVTG.

In compliance with these requirements, the purchaser of $Lopes must fill in and sign an online subscription form claiming the will to buy and acquire a certain number of $Lopes for a certain purchase price. As soon as the purchaser has registered for the purchase of $Lopes tokens, paid the purchase price, and passed the required KYC and/or AML processing, the purchases is then connected through the metamask wallet to a presale application account, achieved by downloading the browser-add on within metamask. The purchased $Lopes will then be transferred via a smart contract into the wallet of the purchaser. As soon as the purchased $Lopes arrives, the transaction is considered completed. If the received $Lopes tokens are not vested, the owner can freely use his $Lopes for staking for a certain period.