Arax Holdings Corp (ARAT)

[pennypauly]

On February 1, 2024 (the “Effective Date”), the Company and Darius Capital Company dba Longevity Capital Company ("Darius Capital") entered into an association to establish a Venture with the formation of a jointly owned entity named "Newco" under a Limited Liability Company structure in accordance with the laws of the State of Wyoming.

Pursuant to the provisions in the Agreement, the Parties agree for Newco, to be established within thirty (30) days of the Execution Date, which represents a joint venture between Darius Capital Company dba Longevity Capital Company and Arax Holdings Corp., operating under the name Newco with a principal office in Seattle, WA, USA. Its primary objective involves the development of a decentralized blockchain-based management system for valuing and managing assets, with a focus on senior life securities and life settlement tier/level 3 assets ("Life Settlement Platform Assets"). The venture aims to secure initial financing of $10 million, with a soft cap of $3.5 million designated for product development and operating expenses. Over a term of thirty-six (36) months, or until mutually agreed upon events occur, Newco will be managed by a Board comprising equal members from each party, overseeing investment relations, marketing, development, and operations, with day-to-day operations, staffing, and financial controls overseen by appointed Managers. Both Darius Capital and Arax Holdings will contribute intellectual property and assets as outlined in the Agreement, with provisions for additional capital contributions and regular monthly meetings ensuring effective communication and decision-making, subject to unanimous consent from all Parties for any amendments to the Agreement.

This Regulatory Disclosure serves to inform stakeholders of the Material Definitive Agreement between Darius Capital Company dba Longevity Capital Company and Arax Holdings Corp. regarding the establishment and operation of Newco. Parties have committed to abide by the terms outlined in the Agreement to facilitate the success of Newco.