Proposal for establishing a crypto exchange in the ADGM and

provision of outsourced services

For Mr. Sameh
www.jawanpartners.com

Some of our clients

 Mr. Sameh
UAE

By email : sameh@miagulf.com
29 November 2021

Dear Mr. Sameh,

Thank you for the opportunity to present our proposal to assist you with the application to establish a Virtual Asset Exchange in the Abu Dhabi Global Market and obtain a
financial services license from the Financial Services Regulatory Authority . Our proposal also includes ongoing support that may be required in relation to compliance, anti-money
laundering, risk management, executive search, company secretary and finance functions.

Our team has significant experience and knowledge of the FSRA rules and regulations, and we are confident that we can deliver the desired results with the utmost efficiency and effectiveness. I
also want to highlight that we have are currently providing these services to several regulated firms in the ADGM.

Our team will be responsive to your interests, provide sound business judgment, and contribute in every way to your future success.

Please let us know if you have any questions regarding this proposal. We look forward to establishing a long term mutually beneficial relationship with you.
www.jawanpartners.com

Yours sincerely,

Jehanzeb Awan
Founder & CEO
 Why Us

We are a regulatory consulting firm that is committed to delivering results through effective advisory and execution
support as well as adopting the latest technology, which is evidenced by our RegTech platform azakaw . Our approach
towards supporting your regulatory needs focuses on the following key aspects:

1. Assist you in delivering commercial objectives by ensuring an effective regulatory strategy

2. Assist in structuring your business for effective ongoing regulatory operations and flexibility

3. Manage ongoing regulatory obligations either on an advisory or outsourced basis

4. Supporting your human resource requirements through our executive search division

5. Providing technology support via our RegTech platform to significantly reduce your time to market

It is also important to note that our presence across the globe and our extensive regulatory relationships across the Middle
East, Africa, Europe and North America allow us to provide relevant, practical and execution driven advice. This capability
will enable your team to execute its business strategy in line with your risk appetite whilst keeping in mind the current
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ground realities and regulatory implications. We will provide you our view on various regulatory and commercial matters so
that you have the relevant information available to make appropriate decisions.

Our holistic approach allows you to focus on building your business and delivering your commercial objectives. We believe
in long term relationships that are mutually beneficial and always engage with our clients as partners.
 Your Requirements
We understand that you are looking to establish a Virtual Assets Exchange in the ADGM. Based on
this, we understand that you will require the following permissions:

Operating a Multilateral Trading Facility in relation to Virtual Assets (Virtual Assets Exchange):

Making arrangements with a view to another person (whether as principal or agent)

buying, selling or providing custody of Accepted Virtual Assets
Buying or selling Accepted Virtual Assets as principal or agent
This will enable you to for clients where you need to go into the market to buy or
sell on their behalf.
Operating as a Virtual Asset Custodian

Important Note: As an exchange, you will NOT be permitted to trade as principal i.e., use your
own balance sheet to trade with participants on the exchange.

We have identified five that you require assistance with:

1. Representing you in meetings and communication with the FSRA and ADGM;
2. If you do not have a platform, assist in identifying suitable technology company to build a
platform. If you do have a platform that is ready, assist in reviewing the platform to assess
compliance with VAE rules;
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3. Assist in identifying suitable candidates for the mandatory positions required by the FSRA;
4. Drafting the regulatory business plan, financial projections, policies and procedures and
complete the application documents for submission to the ADGM FSRA to obtain the
necessary license; and
5. Other support that may be agreed from time to time.
Important Note:

Staking is not allowed

Margin trading is allowed and carry similar restrictions as those imposed on
CFDs
Utility tokens are out of scope
 FSRA Application Requirements
Non-Prudential Prudential
Your application will need to include the following information: In addition to the License requirements, you will be required to fulfill certain capital requirements.

1. VAE application form and supporting documents. Based on our understanding of your business, you will be required to maintain, at all times, capital which
2. Regulatory Business Plan setting out the planned activities, financial information, internal is the equal to at least 12 months* operational expenses. This is in addition to the working capital
controls and resources required to manage the related risks. requirements of the business.
3. You will be required to appoint several fulltime resources including the Senior Executive
Officer, a Compliance Officer, Money Laundering Reporting Officer, Head of Risk Example: If your projected expenses for the first year are $500,000, you will need to have up to
Management, Chief Technology Officer, Head of IT Security and a Chief Financial Officer. The $1,000,000 in an account at commencement of the business, of which at least $500,000 must remain
FSRA expects all of the above staff to have relevant experience in financial services and/or there at all times.
crypto related fields.
3. Preparation of comprehensive and fit for purpose policies and procedures including: You will also need to provide monthly financial projections for a 3-year period.
a. Compliance manual
b. Compliance monitoring program * The FSRA may require additional capital up to 12 months operational expenses
c. Anti Money Laundering and Counter Terrorism Financing policy
d. Know Your Client procedures and forms
e. Business Continuity Plan
f. Risk Management manual covering IT, operational, market and financial risks
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g. IT Governance
h. IT Security Policy
i. Risk Warnings
4. You will be required to provide a comprehensive compliance mapping report ensuring that
your systems and controls meet the regulatory requirements.
5. You will be required to provide an independent assessment of your technology operations.

4. Granting of Final Approval
Subject to being satisfied that the applicant has met all conditions
applicable to the IPA, the FSRA will grant the final approval. Final
approval will be conditional upon the FSRA being further satisfied in
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relation to the operational testing and capabilities, and
potentially a completion of a third-party verification of the
systems where applicable.
5. Operational Testing
An applicant will only be permitted to progress to operational launch
when it has completed its operational launch testing to the
satisfaction, including completion of third-party verification.
FSRA Licensing Process
The Application process is broadly broken down into five stages, as follows:
1. Due Diligence & Discussions with FSRA
Prior to the submission of an application, the applicant is expected to provide the
FSRA with a clear explanation of its proposed business model and to demonstrate
how it will meet all applicable FSRA rules and requirements. These sessions will
also involve the applicant providing a number of in-depth technology
demonstrations, across all aspects of its proposed activities. The FSRA further
expects that a number of meetings will need to be held between an applicant and
the FSRA before the applicant will be in a position to submit a draft, then formal,
application.
2. Submission of Formal Application
Following discussions with the FSRA, and upon the FSRA having reasonable
comfort that the proposed business processes, technologies and
capabilities are at a sufficiently advanced stage, the applicant will be required to
submit a completed application and supporting documents. Payment of the fees
applicable to the application, must also be made at the time of submission. The
FSRA will only consider an application as having been formally submitted and
commence its formal review upon receipt of both the completed application and
the associated fees.
3. Granting of In Principle Approval (IPA)
The FSRA will undertake an in-depth review of the application, and supporting
documents, submitted by an applicant. The FSRA will only consider granting an IPA
where the applicant adequately meets all applicable rules and requirements. An
applicant will be required to meet all conditions applicable to the IPA prior to
being granted with final approval.
 ADGM Company Registration Requirements

In addition to the FSRA requirements and in order to secure the FSRA license, you will need to register a business with
the ADGM Regulatory Authority. This process includes:

a) Registration and incorporation of the company.

b) You will need to lease or buy a suitable office space within the ADGM. A copy of the lease or the sale and purchase
agreement will need to be provided before the FSRA can issue its final license. FSRA does not specify a minimum
size office but will assess each application based on the number of staff and nature of the business activity.

c) You will be required to comply with the Data Protection law and appoint a Data Protection Officer, who will be
responsible for ensuring compliance with the Data Protection Laws applicable within the ADGM. The Data
Protection Laws prescribe rules and regulations regarding the collection, handling, disclosure and use of personal
data and apply to all regulated entities as well as non-regulated organizations that may process personal data to
carry out their business activities.

d) You will be required to appoint a Board with a minimum of two board members.

e) You will need to arrange Residency Visas and/or work permits for staff.
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Important Note: There is no requirement to appoint a local director from the FSRA standpoint. However, it is the
market practice to include the Senior Executive Officer as one of the directors. Please note that the Senior Executive
Officer is required to be a UAE resident.
 FSRA License Fees

Category Initial Application Fee Annual License Fee

Regulatory Fees (Exchange USD $125,000 USD $65,000

only)

Regulatory Fees (Exchange USD $145,000 USD $75,000

and Custody)
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Approved Person Status USD $500 per application NA

 ADGM Company Incorporation Fees

Category Initial Application Fee Annual License Fee

Registration/Incorporation USD $1,700 USD $0

Commercial License USD $4,000 USD $4,000

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Business Activity USD $9,000 USD $9,000

Data Protection USD $300 USD $300

 Additional Considerations

01 Professional Indemnity Insurance

FSRA requirement is for all licensed entities to carry appropriate PII. The
level of cover, excess and premium will naturally differ from one entity to
another. This said, we would suggest that you initially budget for $9,000
p.a. and reflect this number within financial projections that will be
required to accompany your FSRA application.

02 End of Service Benefits

ADGM employment law (which broadly reflects comparable legislation

throughout the United Arab Emirates) requires employers to provide for an
end of service payment to all staff which is calculated on factors including
tenure and final salary. There are many qualifications to this formula
however for purposes of budget and financial projections, a provision of
6.5% of salaries per annum is suggested.
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04 Bank Accounts

Experience has shown that establishing banking relationships for new entities
03 Office Space
operating from ADGM is not always straight forward. We would suggest that
this aspect of business is considered early and that any existing relationships
are explored first. We can provide contact details for local banks for you to
ADGM require registered entities to contract for office space within the
initiate discussions with.
Centre. There is no specified minimum office space requirement per
employee, however the ADGM will look at the type of business and number
of employees in forming a view as to whether the office space is sufficient.
Typically, securing and commissioning premises is an in-principle condition
of securing a FSRA license, and is one key area to address in terms of
controlling the application time-line.
 Services We Provide
Strategic Deliverables
1. We will serve as your strategic advisors and project manager in relation to your license application.
2. We will provide advice from inception all the way to licensing on all relevant matters related to your
application, be it tactical or strategic.
3. We will support your interactions with the FSRA throughout the licensing process to ensure effective
understanding of your business model and efficient resolution of any application related queries from the
regulator.
4. We will help you determine which legal structure to use.

Assistance with the FSRA application

1. We will support the drafting of and review the General Information for Regulated Activities (GIRA) form,
including the Regulatory Business Plan and related attachments:
i. General Information for Regulated Activities for Virtual Assets (GIRA)
ii. Approved Person Status (APS-1)
iii. Recognised Persons Status (RPS-1)
2. We will draft or where required amend your existing manuals to comply with the FSRA requirements. These
will typically include the compliance manual, the anti-money laundering manual, the compliance monitoring
program, business continuity policy, complaints handling procedures and the risk management manual
(together called .
3. We will assist you in completing the required financial projections.

Assistance with the ADGM company registration

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1. We will assist you in the completion of the online application forms provided by the ADGM Registration
Authority .
2. We will review the forms and the attachments.
3. We will submit the forms to the RA and follow up on any queries or clarifications sought by the RA.

150+ 100+
License Outsourcing
Applications Mandates
 Services We Provide

Compliance & Money Laundering Reporting Support

Our team will provide ongoing support to the compliance officer so that the
company remains compliant with regulatory obligations. The advisor will support
the execution of the following deliverables:
Advise and assist the Board of Directors and Senior Management on achieving
compliance objectives.
Maintain compliance and Anti Money Laundering policies and
procedures.
Liaise with regulators including Financial Intelligence Unit .
Conduct periodic compliance monitoring reviews.
Prepare for regulatory risk assessment visits and liaise with the FIU on
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suspicious transactions.
Undertake client due diligence (know your client) assessments and reviews
Support the filing of periodic compliance and AML reports with the regulator.
Provide appropriate compliance & AML training to all staff.
Participate in periodic senior management meetings to discuss relevant
compliance matters.
 Services We Provide
Finance Function Support

Our finance team will provide ongoing support to the CFO to ensure compliance with prudential requirements of
the regulator. The Finance Advisor will execute the following deliverables:
Maintain the accounting policy and procedure manual.
Monthly review and evaluation of entire book-keeping schedules ensuring they comply with professional
standards, IFRS and the firm policies.
Ensure compliance with established internal control procedures by examining all financial records, reports,
operating practices and documentation.
Verify assets and liabilities by comparing items to documentation.
Prepare the balance sheet substantiations for all accounts.
Assist and support internal and external audits.
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Prepare annual financial statements.

Critical review of findings or significant areas in the financial reports so to raise questions involving accounting
principles, auditing standards, accounting standards, tax regulations and firms polices.
Regulatory return review and submission.
 Services We Provide
Risk Management Support
Our team will provide ongoing risk management support and will execute the following
deliverables will execute the following deliverables:

Maintain the risk management manual;

Assist with the development and maintenance of the enterprise risk program;

Perform monitoring and surveillance of key risk indicators;

Provide support and guidance to staff on operational and other relevant risks;

Produce risk management reports as required in the risk management policy;

Assist with regulatory enquiries;

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Identify, log and resolve risk issues;

Assist with ad hoc projects, monitoring tasks and regulatory change;

Produce the periodic risk and associated capital adequacy assessments.

 Services We Provide
Bookkeeping
We will provide bookkeeping services to facilitate back-office finance function and support the finance officer in
managing the financial position of the company. The bookkeeping team will execute the following deliverables:

1. Processing purchases, sales, receipts, payments.

2. Create and maintain the fixed asset register.
3. Checking bank statements to cash in and out.
4. Monthly trial balance, balance sheet and income statement.
5. Employee reimbursements.
6. All employee reimbursements booked monthly.
7. Client prepared payroll booked.
8. Maintaining and recording the accounting books (general ledger).
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 Services We Provide

Executive Search
1. Our executive search function is unique as we not only have a significant
network in the region and beyond to source quality candidates but also
because our regulatory consultants that currently provide advisory and
outsourcing services to various clients, interview the initial short list of
candidates to ensure the final list presented to you comprises of the top
candidates available in the market.

2. Our shortlisting process includes assessing candidates through an interview

process, a case study and where certain technical skills are required, a
relevant test. This ensures that you will only meet and interview the best
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available candidates.

READMORE
 Services We Provide
Company Secretary
We will provide an individual to be appointed in this capacity with the ADGM
Registration Authority. This individual will provide the following services:

1. Executing the role of company secretary of the regulated entity.

2. Maintaining a calendar of reporting obligations.
3. Maintaining share and officer registers.
4. Creating and issuing share certificates for members of the firm.
5. Handling minutes, notices, agendas etc. & Records of AGMs, EGMs,
audit, risk, compliance committee meeting.
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6. Preparing and filing the annual return with registrar.

7. Renewal of the commercial license.
8. Filing audited accounts with the registrar. Interactions with the registrar.
READMORE
Certifying copies of the constitutive documents
 Our Fees
Our fee is based on the degree of responsibility, skills involved, and the time spent on executing the mandate. We consider our fee to be competitive particularly in view of
the resource commitment and the service and personal attention we will provide to you. Our fee is as follows:

Services Fees
Minimum fee of USD $150,000 for a time commitment of 425 man hours or a capped fee of USD
Regulatory License Support Crypto Exchange
$275,000

Company Incorporation USD $5,000 per entity

Executive Search 14% if retained otherwise 18% of the annual compensation

Compliance Support post licensing USD $375 per hour

Finance Function Support USD $325 per hour

Bookkeeper USD $150 per hour

Risk Management Support USD $375 per hour

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Company Secretary USD $190 per hour

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For licensing application and company registration, we require 40% of the fees at the time signing the engagement letter. The second installment of 30% becomes due at the
acceptance of the application by the regulator whilst the final installment becomes due upon receipt of the final license by the regulator. For advisory support functions, we
invoice on a monthly basis on the 25th of each month in which we provided the services.
 Engagement Partner

In a career spanning 22 years, Jehanzeb has advised clients on a wide range of initiatives, regulatory issues and multi-billion-
dollar transactions in the Middle East & North Africa, US, Europe and Asia. Jehanzeb is the founding partner and chief
executive and is responsible for overall business development for the firm. He is also the Chief Client Officer responsible for
managing key regulatory and client relationships.

Prior to that Jehanzeb was the Head of compliance for the National Bank of Dubai (now Emirates NBD). Jehanzeb started his
career with Hornblower & Weeks in New York and subsequently worked with Raymond James & Associates in Philadelphia.

Jehanzeb is currently advising several large international, regional and UAE institutions on compliance and risk matters. He
has longstanding relationships with the key regulators in the region and frequently advises on matters of regulatory policy.
www.jawanpartners.com

Jehanzeb Awan Jehanzeb graduated with a BSC and received a Magna Cum Laude from the University of Arizona. He is also a member of the

70+
Founder & CEO
International Compliance Association and the Association of Certified Anti-Money Laundering Specialists.
P: +971 4 327 1020
M: +971 50 625 2779
E: Jehanzeb@jawanpartners.com
 Execution Team

Dapo is a Managing Director in the Compliance and Risk Management practice and is also the head of the Abu Dhabi office.
ce roles working for the UK
regulator, Financial Services Authority (now FCA) and two leading financial institutions; UBS Investment Bank and Lloyds Bank. As a firm supervisor at the
and ensure financial
soundness. His roles at UBS cut across IB Trade Surveillance monitoring, Team Lead for EMEA Employee Compliance responsible for managing Employee
Conflicts of Interest and was an Executive Director overseeing the Conduct Risk Change program. In between his roles at UBS, he spent 18months at Lloyds
Bank assessing the mis-selling of interest rate derivatives to retail customers.
Dapo has a Bachelor and Masters degree in Economics and an MBA from Imperial College Business School, London. He is an Associate Member of the
Dapo Ako Professional Risk Managers International Association.
Managing Director

Noora is an Associate Director in the Compliance and Risk Management practice of the Firm. Prior to joining J. Awan Partners, Noora worked in Regulatory
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Compliance Division at First Abu Dhabi Bank. Nora spent several year with First Abu Dhabi Bank working across Corporate & Investment Banking,
Government, and the HNW/ Private Banking segments. Prior to joining FAB, she was associated with ADCB and First Gulf Bank.

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Noora started her career in Canada working in Investment Advisory and Insurance with Citigroup and is a Certified Advisor in Canada.
Noora graduated with a B.A. in Economics from the University of Western Ontario, an MBA from McMaster University and is currently an LLM Candidate.
She holds certifications in Global Financial Compliance, International Wealth Management, is a Chartered Portfolio Manager and is a Chartered Risk Analyst.

Noora Al Bahrani
Associate Director
 Execution Team

Joey is as senior member of the finance team and is an ACCA qualified finance professional that has over 13 years of experience in finance, asset
management and accounting. Joey has extensive knowledge of and execution experience in managing all aspects of group accounting and reporting as well
as in financial management such as forecasting operating results, cash flow projections, budgeting and product costing for companies.
Joey started her career with Singapore Central provident fund. Subsequently she worked with SPG International Management academy. Most recently she
was the finance manager at Crest Capital Asia where she was responsible for managing the financial performance of investee companies for Crest capital
funds.
Joey holds a bachelor of commerce degree with focus on finance from the Curtin University of Technology Bentley Australia. She is also a member of the
Association of Chartered Certified Accountants in the United Kingdom.
Joey Wee
Vice President

and internal audit practice.

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Samad is an industry veteran with over 25 years experience within the financial services industry and has track record of delivering complex projects in a
number of different jurisdictions.

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Prior to joining the firm, Samad was the head of risk and controls at Smart group. He has also supported HSBC on several banking projects and has worked
in the Middle East at National Commercial Bank KSA as its head of treasury and head office assurance. He also delivered several key projects for Qatar
National Bank as their principal specialist. Prior to that he has served as an executive director with Morgan Stanley, Citibank as well as a managing director
for TD Securities in the UK.
He is a qualified Chartered Accountant and holds an Executive MBA from HEC Paris. He is also an Associate Member of Corporate Treasury and earned an
Samad Choudhury
Director M.Sc. in systems engineering from Cardiff University.
 Execution Team
Elena is an Associate Director in the compliance and risk management division of the firm. Prior to joining the firm, she was the head of compliance of RS
Capital Limited, a regulated fund manager based in ADGM. She previously held Head of Compliance and MLRO role with DFSA regulated asset management
firm Entrust Capital Limited and compliance monitoring manager role with Sumitomo Mitsui Banking Corporation DIFC Branch. She has managed various
regulatory projects ranging from license applications to compliance monitoring and regulatory remediation.
Elena started her career in the financial services industry in 2004 with UBS in Cyprus. During her career in Cyprus Elena held compliance and senior
management roles with asset management, fund management and brokerage firms, including FX brokerage firms.
She holds a bachelors degree in economics from the Institute of Economics, Law and Information Science, Russia and an MBA from the Cyprus International
Institute of Management. In addition, she is certified for UK financial regulation from CISI and is Associate Member of Chartered Institute for Securities and
Elena Nechepurenko Investments.
Associate Director

Jibran is a Vice President in our Compliance team and works closely with our DIFC and ADGM based clients on Compliance, AML, Licensing, Incorporation,
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and Project Management initiatives.

cial services and fintech

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sectors. During his time with Scotiabank (TSX/NYSE: BNS) and the Bank of Montreal (TSX/NYSE: BMO), Jibran held multiple client-facing roles working with
private banking and institutional clients where he was involved with systems and client onboarding, AML initiatives, and compliance-adherence strategies
specific to discretionary investment management.
Jibran holds a Bachelors Degree from Seneca College in Toronto, Canada and is an active member of the Association of Certified Anti- Money Laundering
Specialists (ACAMS) with the CAMS designation.
Jibran Sheikh
Vice President
 Execution Team

ices market internationally with

extensive understanding of risk, governance and regulation. Prior to joining the firm, she held senior roles at interdealer brokers, including ICAP and more
recently ED&F Man Capital Markets in the UAE, where she supported the establishment of robust risk management, operational and compliance
frameworks.
Meera spent the first 10 years of her career in London, where she gained a foundation in systemically important financial market infrastructures, including
exchanges and central counterparties, having worked at both ICE and CME Group.
Meera is a registered with the DFSA as a compliance officer and money laundering reporting officer. She holds a BSc (Hons) in Investment and Financial Risk
Management from Cass Business School, London and is completing a Diploma in Compliance, AML and Financial Crime in association with ICMA Centre,
Meera Judge Henley Business School.
Director

Aisha is a VP in the Compliance Practice, with over 8 years of both legal and compliance experience mainly within the financial services industry. She is an
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authorized compliance officer and MLRO for asset and fund management as well as advisory firms in the ADGM.
Prior to joining the firm, she has worked as a risk and compliance consultant with leading financial institutions such as UBS, HSBC, JP Morgan and Barclays

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covering regulatory compliance, operational risk to anti money laundering (AML).
Aisha holds a Bachelors degree (LLB) and qualifications (LB) in Law as a qualified barrister and solicitor. She also holds a Masters in International Corporate
Governance and Financial Regulations (LLM) from the University of Warwick, England.

Aisha Sadiq
Vice President
Thank You