OneLife m Independent Marketing Associate TRUST DEED [Trust Name] BGP One Life Trust [Company] [Trustee] One Life Group (NZ) Limited Fooi Seong Siow
Table of contents Parties Background Operative provisions 1 Commencement and term 2 Scheme administered pursuant to this Deed 3 Issue of shares to Trustees 4 Terms of issue 2 5 Participation in the share purchase scheme 2 6 Payment for BGP Investor Shares 3 7 Dividends and subdivision of BGP Investor Shares 3 8 Securities over BGP Investor Shares 4 9 Investor may nominate Trust 4 10 Repurchase and cancellation of BGP Investor Shares 4 11 Trustees 5 12 Winding-up of Scheme 7 13 Variations 8 14 Definitions and terms 8 Interpretation 9 Schedule 1 14 Loan Agreement 14 Schedule 2 16 Notice of Application for Shares 16 Schedule 3 17 Notice of Application for Shares and Nomination 17 Schedule 4 19 Transfer Deed 19
Parties One Life Group (NZ) Limited of 29 Bracken Road, Newlands, Wellington (Company) Fooi Seong Siow of Wellington (Trustee) Background The Company has decided to establish a scheme for enabling Investors to acquire shares issued by the Company. The Company will then Invest the Capital raised into acquiring One Life.eu One Academy Educational Power Packs (BGP) for the benefit of the Investors. Any net yield or benefit from the allocated Power Pack will to be shared proportionally based on BGP shares purchased amongst the beneficial owners. Each Power Pack will equal 49,000 shares in the Company. The minimum investment is 140 shares in each BGP Share parcel. It is a requirement that each investor hold or purchase at least the minimum starter One Life.eu Educational Pack Account which will be verified or organised by the Company prior to the issue of any offer to participate in this scheme. This Deed of trust sets out the terms of that scheme. Operative provisions 1 Commencement and term 1.1 This Deed is deemed to commence on 16 April 2017. 1.2 The provisions of this Deed will remain in full force and effect until the Scheme is wound up pursuant to clause 12. 2 Scheme administered pursuant to this Deed 2.1 The Scheme will be constituted and administered in accordance with the provisions of this Deed. 2.2 The name of the Scheme is the 'BGP Investor Share Scheme'. 3 Issue of shares to Trustees 3.1 The Company may from time to time offer BGP Investor Shares for purchase or subscription by the Trustees to be held on trust by the Trustees for such Beneficiaries as may from time to time enter into a Participation Agreement on the terms and subject to the conditions set out in this Deed. 1
4 Terms of issue 4.1 BGP Investor Shares issued pursuant to this Deed are subject to: 4.1.1 the terms set out in this Deed; 4.1.2 each Investor's invitation to participate; 4.1.3 each Investor's Participation Agreement; and 4.1.4 Any other agreement entered into between the parties. 4.2 Each BGP Investor Share carries: 4.2.1 a value equal to the value of each share in the allocated Beneficial Group Pack (BGP) in the Company; 4.2.2 a right to a right to dividends or other capital distributions authorised by the board at the same rate applying to dividends in respect of the allocated BGP Share investment held in the Company; and 4.2.3 A right to the distribution of the surplus allocated BGP assets of the company in proportion to the value of the BGP share. 4.3 BGP Investor Shares cannot be held except by the Company or by the Trustees for the benefit of an Investor. 4.4 Subject to clause 9, every Investor Share issued pursuant to this Deed will be held by the Trustees for the benefit of an Investor. 5 Participation in the share purchase scheme 5.1 The Trustees may in their sole discretion on behalf of the Company, invite any Investor to participate in the Scheme. 5.2 Invitations must be in writing and must specify the number of BGP Investor Shares for which the Investor is eligible, the Acquisition Price, the terms of payment and any other relevant terms and conditions. 5.3 At the sole discretion of the Directors, an invitation by the Trustees may include an offer of financial assistance to assist in funding any portion of the Acquisition Price. 5.4 After receipt from an Investor of a Notice of Application accepting the Trustees' offer to acquire Shares, the Beneficiary must execute a Participation Agreement which will be deemed to form part of this Deed. 5.5 Any payments made by the Investor to the Trustees in accordance with this Deed will be held in the Investor Trust Account. 2
5.6 Amounts held in the Investor Trust Account from time to time on behalf of an Investor, together with any interest on such amounts (after deducting any withholding tax paid or payable for the Investor) must be applied by the Trustees, on behalf of the relevant Investor, in or towards paying the obligations of the Investor to the Company in respect of the relevant BGP Investor Shares. 5.7 Nothing in this clause 5 relieves the Investor of any obligation in respect of any Loan made to that Investor, or any other obligation of the Investor to the Company. 5.8 Funds held in the Investor Trust Account will at all times belong beneficially to each of the Investors for whom they are held, to be applied as set out in this Deed, and the Company will not have any right to any amount from time to time standing to the credit of the Investor Trust Account, nor will the Trustees have any right to apply or hold any such amount other than to apply or hold it for or on behalf of Investors in accordance with the provisions of this Deed. 5.9 If financial assistance has been offered by the Company in respect of any Investor's participation in the Scheme, which the Investor has accepted, the Investor must also execute a Loan Agreement which will be deemed to form part of this Deed. 6 Payment for BGP Investor Shares 6.1 Where the Company is to make a Loan available to an Investor to pay for all or part of the Acquisition Price then following execution by the Investor of a Participation Agreement and a Loan Agreement, the Company will apply the Loan towards the Acquisition Price of the relevant BGP Investor Shares and may do so without further authority than this clause. 6.2 Upon payment of the Acquisition Price to the Company either by the Beneficiary or pursuant to clause 6.1, the Trustees will arrange for the Company to issue to the Trustees the allocated BGP Investor Shares and the Trustees will hold such BGP Investor Shares upon trust absolutely for the Beneficiary but subject to the terms and conditions of this Deed. 7 Dividends and subdivision of BGP Investor Shares 7.1 Subject to any particular conditions of issue, BGP Investor Shares will carry rights to dividends at the same rate applying to the allocated BGP shares in the Company. Any dividends received by the Trustees in respect of BGP Investor Shares before an Investor's Loan has been repaid will be paid forthwith to the Company and will be applied in whole to repayment of such Loan (including any interest or charges thereon) made by the Company in respect of such BGP Investor Shares. A Backend 5% Administration Fee on any BGP allocation will be deducted by the Company prior to any BGP payment or distribution. 7.2 If, as a result of any subdivision or consolidation of BGP shares in the Company, rights to take up new BGP shares are given by the Company in respect of BGP 3
Investor Shares, the new shares will be deemed for the purposes of this Deed mutatis mutandis to be BGP Investor Shares subject to the provisions of this Deed, 8 Securities over BGP Investor Shares 8.1 A Beneficiary must not mortgage, charge, pledge, grant a lien over or grant any other security interest over the BGP Investor Shares held by or on behalf of that Beneficiary under the Scheme. 9 Investor may nominate Trust 9.1 Any Investor receiving an invitation in accordance with clause 5.1 of this Deed may nominate the trustees of a trust to take the benefit of that invitation under this Deed by providing the notice of application for shares and nomination set out in Schedule 3. 9.2 Any Investor who has been allocated BGP Investor Shares under this Deed may nominate the trustees of a trust to take the benefit of those BGP Investor Shares by providing written notice of that nomination and a copy of the relevant trust deed to the Directors. 9.3 Any nomination referred to in clauses 9.1 and 9.2 shall be subject to the written approval of the Directors and such approval may be subject to any conditions the Directors consider fit. 9.4 Where the Directors have approved a transfer in accordance with clause 9.2 the Investor, Nominated Trustees, the Company and Trustees shall execute a transfer deed in the form set out in Schedule 4 and the transfer of all interests in the relevant BGP Investor Shares under this Deed shall take effect on the commencement date of the transfer deed (Transfer Date). From the Transfer Date the Trustees will hold such BGP Investor Shares upon trust absolutely for the Nominated Trustees but subject to the terms and conditions of this Deed (the terms of which shall be read to refer to the Nominated Trustees accordingly). 9.5 Where there is a nomination of Nominated Trustees in accordance with clauses 9.1 or 9.2, neither the Company nor the Trustees shall make any Loans to the Nominated Trustees or Investor in respect of the applicable BGP Investor Shares. 10 Repurchase and cancellation of BGP Investor Shares 10.1 Upon the happening of any of the following events: 10.1.1 the Investor dying or becoming disabled in such a way that prevents the Investor from carrying out the Investor's role in the Company; or 10.1.2 the cessation of an Investor's role in the Company for any other reason; or 10.1.3 default being made in payment of any part of the Acquisition Price for the BGP Investor Shares, default being made in respect of a Loan Agreement, 4
or non-compliance with the terms and conditions of entry to the Scheme under this Deed, and such default continuing for more than 30 days after the Trustees have given written notice to the Beneficiary specifying the default and required the same to be remedied; or 10.1.4 a Beneficiary acting or purporting to act in contravention of the provisions of clause 8.1, The BGP Investor Shares held by the Investor, or the Trustees on trust for such an Investor must be sold back to the Company and cancelled. 10.2 When BGP Investor Shares are repurchased and cancelled, the repurchase price will be calculated and paid in One Coin Crypto currency on the following basis: 10.2.1 If one year has elapsed from the date the BGP Investor Shares were issued, the repurchase price will be the value of the BGP Investor Shares as calculated and specified by One Life.eu, less a 5% administration fee and 5% early withdrawal fee. 10.2.2 if clause 10.1.1 applies, and the event described occurred before one year has elapsed from the date the BGP Investor Shares were issued, the Investor will be paid the higher of: (a) (b) the value of the BGP Investor Shares as calculated by One Life.eu in One Coin Crypto currency; and The Acquisition Price for those BGP Investor Shares converted to One Coin Crypto currency. 10.2.3 In all other cases, the Investor will be paid the Acquisition Price less the value of any Company product benefit obtained at the time of purchase for those shares to a One Life.eu One Coin Account held under the Investors name and control net of any Company administration fee or early withdrawal fee. 10.3 Any amounts remaining owing under any Loan Agreement that the Investor has entered into with respect to the BGP Investor Shares will be deducted from the amounts calculated in accordance with clause 10.2. 11 Trustees 11.1 The initial Trustees are Fooi Seong Siow 11.2 The power to appoint and remove Trustees is held by the Company subject to consent of the majority of the Trustees. 11.3 The Trustees will have no liability to the Company or any Investor for any act or omission or be subject to any liability whatsoever at law or in equity in connection with or as a result of being a Trustee under this Deed, except in the case of loss arising out of wilful default or wilful breach of trust.
11.4 The Trustees will establish and maintain an account known as the Trustees' Account for the purposes of and incidental to this Deed which will comprise moneys credited in terms of this Deed to be used for the purposes of and incidental to the Scheme, except that the Investor Trust Account will be established and maintained separately for the specific purposes of clauses 5.5 to 5.8. 11.5 An Investor will not by virtue of his or her participation in the Scheme be disqualified from being a Director or a Trustee, or from exercising all or any of the authorities, powers and discretions as such a Director or Trustee. 11.6 The Company will pay or provide to the Trustees all such money as will be required to enable the Trustees to observe the terms of this Deed and the Scheme, and to meet all costs, charges and expenses incurred by the Trustees in administering the Scheme under this Deed and exercising the Trustee's powers, authorities and discretions accordingly. 11.7 The Trustees will pay to the Company all sums from time to time received by the Trustees from any Investor in repayment of Loans made by the Company to Investors pursuant to the Scheme. 11.8 The Trustees in addition to the powers and authorities vested in it by the Trustees Act 1956 or otherwise by law will have the following specific powers and authorities: 11.8.1 to purchase or subscribe for shares in the Company for the purposes of the Scheme in such manner and on such terms as the Directors may authorise; 11.8.2 to obtain the benefit of any rights or benefits arising from the ownership of the BGP Investor Shares and to deal with any such rights or benefits for the benefit of the persons beneficially entitled in accordance with the Scheme; 11.8.3 to receive and distribute or otherwise deal with all dividends or other payments received in respect of BGP Investor Shares in accordance with the rights of those entitled in accordance with the Scheme; 11.8.4 to repurchase or otherwise acquire any interest in any BGP Investor Shares in respect of any Beneficiary ceasing to participate in the Scheme; 11.8.5 to borrow, raise or lend money for the purposes of the Scheme and to secure in such manner as the Directors may authorise the repayment of any such moneys so borrowed or raised or lent and to give, repay, redeem, purchase or take any mortgages, securities or loan agreement; 11.8.6 to appoint or engage any persons to administer the day to day activities of the Scheme on behalf of the Trustees and to delegate all or any of the Trustees' powers conferred on them under this Deed or by law to such persons, with or without conditions restrictions or limitations as they see fit; 11.8.7 to appoint another person (including another trustee) or company to act as attorney for the Trustees in New Zealand and elsewhere for all or any of the purposes of this Deed; 6
11.8.8 to appoint a nominee or custodian trustees to hold all or any part of the BGP Investor Shares and any related moneys; 11.8.9 By supplemental deed to agree to the inclusion under the provisions of the Scheme of any further or extended scheme proposed to be introduced by the Company and to adopt new or revised rules in respect of any further or extended scheme. 11.9 Without prejudice to the right of indemnity by law given to trustees, the Trustees will be indemnified by the Company in respect of all liabilities incurred by them in administering this Deed and the Scheme and in exercising their powers, authorities and discretions and in respect of any matter or thing done or omitted to be done in any way, except for any liability arising in respect of any dishonesty or wilful default or wilful breach of trust. 11.10 The Trustees will be entitled to be paid such remuneration if any for their services as the Directors may determine which remuneration will be paid by the Company or at the discretion of the Directors, from the Trustees' Account. 12 Winding-up of Scheme 12.1 The Scheme will be wound up in the following events: 12.1.1 if the Company goes into liquidation or an order is made for the winding up of the Company (unless it goes into liquidation for the purpose of reconstruction or amalgamation with any other company and the reconstructed or amalgamated company with the approval of the Trustees elects to take the place of the Company for all the purposes of the Scheme); or 12.1.2 if a majority of the Directors at any time resolve that the Scheme be wound up subject to consent of the majority of the Trustees; or 12.1.3 On the 80th anniversary of the date of execution of this Deed. 12.2 If the Company goes into liquidation for the purpose of reconstruction or amalgamation with any other company and the reconstructed or amalgamated company, with the approval of the Trustees elects to take the place of the Company for all the purposes of the Scheme, the Trustees may make such arrangements and enter into such deeds and agreements as they think fit for the continuance of the Scheme in such reconstructed or amalgamated company and the provisions of this Deed (including this clause) will, subject to any such arrangement deed or agreement, apply also in respect of such reconstructed or amalgamated company. 12.3 Upon the winding up of the Scheme any allocated BGP assets then remaining, in the hands of the Trustees and not otherwise disposed of will after payment of all liabilities, be paid or transferred to the Company. 7
12.4 If upon the commencement of winding up of the Scheme there is any Participation Agreement remaining in operation then in every such case, where part of the Acquisition Price of BGP Investor Shares has not been paid and/or where an Investor has a liability to the Company or the Trustees, in respect of any Loan on BGP Investor Shares under the Scheme such amounts will immediately be payable and/or repayable and the restrictions imposed by this Deed will, subject to payment in full of the Acquisition Price and repayment of all Loans outstanding in respect of the relevant BGP Investor Shares, cease to apply to those BGP Investor Shares which will then cease to be subject to the Scheme. 13 Variations 13.1 The Trustees may with the consent of the Directors alter, modify, add to or repeal all or any of the provisions of this Deed or all or any of the rights or obligations of the Beneficiaries or any of them provided however that no such alteration, modification, addition or repeal can be made if it would have the effect of detrimentally affecting the rights of any Beneficiary in relation to any BGP Investor Shares held by the Trustees upon trust for such Beneficiary under this Deed as at the date of and prior to such alteration, modification, addition or repeal. 13.2 In the event of any conflict or inconsistency between any of the provisions of this Deed and the terms and conditions of a written invitation issued pursuant to clause 5.1 of this Deed, the terms and conditions of the written invitation will prevail and the application of the provisions of this Deed in relation to the BGP Investor Shares allocated by the Trustees in accordance with the terms of the written invitation will be modified accordingly. 14 Definitions and terms 14.1 In this Deed, unless the context otherwise requires: Acquisition Price means the amount that a Beneficiary is obliged to pay to the Trustees in accordance with this Deed in relation to the BGP Investor Shares that are allocated to that Beneficiary. The Acquisition Price is determined in accordance with clause 4.2.1. Beneficiary means an Investor or, where an Investor has appointed Nominated Trustees, the Nominated Trustees of the Investor. Bill Rate means the average rate per annum as quoted on Reuters page BKBM (or any successor page displaying substantially the same information) under the heading FRA for bank accepted bills having a term of three months as fixed at 10.45am on the first business day following the due date (and on the first business day following the end of each succeeding three month period after the due date). Deed means this deed and includes any modifications or amendment for the time being in force. 8
Interpretation Directors means a majority of the directors for the time being of the Company acting as a Board and includes any alternate director. Investor means any person that has invested in the Company. BGP Investor Shares means the allocated BGP shares in and issued by the Company pursuant to this Scheme. Investor Trust Account means the bank account in the name of and operated by the Trustees in which funds may be held from time to time for the purposes set out in clause 5 of this Deed. The Company means One Life Group (NZ) Limited. Loan means, in relation to an Investor, a loan made pursuant to a Loan Agreement either by the Company or a subsidiary of the Company to fund all or part of the Acquisition Price. Loan Agreement means an agreement substantially in the form of the specimen in Schedule 1 to this Deed and includes any modification or amendment for the time being in force. Nominated Trustees means the trustees (or trustee, if there is only one) of a trust nominated by an Investor in accordance with clause 9. Notice of Application means a notice of application for shares or notice of application for shares and nomination substantially in the form of the specimen in Schedule 2 to this Deed. Participation Agreement means an agreement substantially in the form of the specimen headed. Participation agreement which forms part of this Deed. Schedule 1 to this Deed and includes any modification or amendment for the time being in force. Scheme means the share purchase scheme established by this Deed. Trustees means Fooi Seong Siow or such other persons appointed as Trustees from time to time. Trustees Account means the account referred to in clause 11.4 of this Deed. 14.2 In this Deed, unless the context otherwise requires: 14.2.1 the introduction, headings and marginal notes do not affect interpretation of the Deed; 14.2.2 words importing one gender include other genders and a singular includes the plural and vice versa; 9
14.2.3 a reference to a clause or schedule is a reference to a clause or schedule of this Deed; 14.2.4 a reference to a 'person' includes a reference to a natural person, corporation sole, a company or other body corporate, an unincorporated body of persons, a statutory body or an instrument of the Crown, and a reference to a 'company' includes a reference to a person; 14.2.5 a reference to a 'party' includes that party's successors and permitted assigns; 14.2.6 a 'day' means the 24 hour period commencing at 12am on other than a Saturday, Sunday or public holiday; a reference to a month means calendar month and a reference to a 'quarter' means one of four successive periods in a calendar year, commencing on 1 January, 1 April, 1 July, and 1 October respectively, and a reference to a 'year' means a period of 12 months; 14.2.7 a statute includes that statute as amended from time to time and any regulations, other orders in council, and other instruments issued or made under that statute from time to time, as well as legislation passed in substitution for that statute; 14.2.8 a reference to one party notifying another or giving a notice to another, or agreeing, consenting, approving or objecting to any mailer or nominating or making any nomination or giving any direction means that party doing so in writing; 14.2.9 references to 'written' and 'in writing' includes any means of permanent visual representation; 14.2.10 all monetary amounts are stated exclusive of GST and in New Zealand dollars or One Coin equivalent, unless provided otherwise; and 14.2.11 'including' and similar words do not imply any limitation. 10
Execution and date Executed as a deed Date: ^ Signed by Fooi Seong Siow in the presence of: s<3 3 ) Trustee Witness signature: Witness name: Kaw\^UO Occupation: ^ e CLDCVJ^C Address: <" \j\j&fc \\n 11