00 · Governing Law & Dispute Resolution — master clause

Cross-cutting clause referenced by every document in the package. Two regimes: commercial/investor docs use DIFC law + DIAC arbitration; EU consumer donation docs use Bulgarian/EU law + courts (arbitration cannot be imposed on EU consumers). Draft for counsel review — not legal advice.

A. Commercial & investor documents

Applies to: the SAFE Agreement, SAFE Registry, U21C incorporation & shareholders' agreement, and the Management / Advisory / Technology services agreements between U21C and the Waqf.

Governing law. This Agreement is governed by, and construed in accordance with, the laws of the Dubai International Financial Centre (DIFC).

Arbitration. Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre (the "DIAC Rules"), which Rules are deemed incorporated by reference into this clause. The seat of the arbitration shall be the DIFC. The language of the arbitration shall be English. The number of arbitrators shall be one, save that where the amount in dispute exceeds USD 1,000,000 the number shall be three. The courts of the DIFC shall be the courts of the seat for any supervisory function. Awards are final and binding and enforceable under the New York Convention 1958.

Shariah referral. Any question as to whether a matter, instrument or transaction is compliant with Shariah shall be referred by the tribunal to the Shariah Supervisory Board of the project (or, failing which, to a recognised Shariah scholar agreed by the parties). The Board's written determination on that question of Shariah shall be binding on the tribunal in respect of that question, and the tribunal shall decide the remainder of the dispute consistently with that determination.

Why DIAC / DIFC. The DIFC-LCIA Arbitration Centre was abolished by Dubai Decree No. 34 of 2021; DIAC is its successor. U21C is (or will be) a DIFC entity, so a DIFC seat keeps the investment, its conversion and any shareholder dispute in one coherent, common-law, English-language, globally-enforceable forum. Both the UAE and Bulgaria are parties to the New York Convention.

B. EU consumer donation documents

Applies to: Platform Donation Terms (Flow 2) and, to the extent donors are EU consumers, Future Waqf Donation Terms (Flow 3).

Governing law. Governed by the laws of the Republic of Bulgaria and applicable mandatory European Union law. Mandatory consumer-protection rights are not affected.

Disputes. Subject to any mandatory consumer forum, disputes shall be brought before the competent courts of Bulgaria; an EU-resident consumer may also bring proceedings in, and may only be sued in, the courts of their place of domicile (Regulation (EU) 1215/2012). The parties may first attempt mediation. Arbitration is not imposed on consumers.

Selection note

• Alternative fully-neutral seat: SIAC (Singapore) — unconnected to any party, strong in Islamic finance, close to Labuan. DIAC/DIFC chosen for coherence with U21C.
• The Waqf-side (Labuan) documents may instead adopt Malaysian law + AIAC i-Arbitration Rules (Kuala Lumpur), which build the Shariah-referral in natively. To be decided with Labuan counsel at Phase 2.