SUBSIDIARY AGREEMENT
This Subsidiary Agreement (the “Agreement”) is effective since 9th May, 2015
BETWEEN: FIDELITY BROKERAGE SERVICES LLC (the “First Party”, “Parent”), a
company organized and existing under the laws of the United States, with its
head office located at: 900 Salem Street Smithfield, RI 02917 United States.
AND: AGARTHA ASSSET MANAGEMENT LTD (the “Second
Party”, “Subsidiary”), a company organized and existing under the laws of the
United States, with its head office located at: Höfðatorg Tower 1, Reykjavík,
Iceland.
Table of Contents
1. DEFINITIONS 2
2. AMALGAMATION 2
3. RESPONSIBILITIES 3
4. LICENSE 3
5. ARTICLES OF AMALGAMATION 4
6. GOUVERNING LAW 4
SUBSIDIARY AGREEMENT 1 © ALL RIGHTS RESERVED 2021
Whereas the authorized capital of FIDELITY BROKERAGE SERVICES LLC with its experience and
knowledge;
And whereas the authorized capital of AGARTHA ASSSET MANAGEMENT LTD with its
experience and knowledge;
And whereas the First Party and the Second Party have agreed to amalgamate under the laws
of United States, and the continue as one corporation on the terms and conditions hereinafter
set forth;
And Whereas FIDELITY BROKERAGE SERVICES LLC beneficially owns 100% of the outstanding
shares of AGARTHA ASSSET MANAGEMENT LTD;
THEREFORE, THIS AGREEMENT WITNESSETH AS FOLLOWS:
1. DEFINITIONS
1.1 In This Agreement:
(a) “Act” meant the United States Business Corporations Act, as amended;
(b) “Agreement” means this amalgamation Agreement;
(c) “Amalgamated Corporation” means the continuing corporation constituted
upon the Amalgamation becoming effective;
(d) “Amalgamating Corporations” means FIDELITY BROKERAGE SERVICES LLC and
AGARTHA ASSSET MANAGEMENT LTD;
(e) “Amalgamation” means the amalgamation of FIDELITY BROKERAGE SERVICES
LLC and AGARTHA ASSSET MANAGEMENT LTD pursuant to the Act as
contemplated by this Agreement:
(f) “Effective Date” means the date on which the Amalgamation becomes effective.
1.2 Unless the context otherwise requires, words and phrases used herein that are
defined in the Act have the same meaning herein as in the Act.
2. AMALGAMATION
2.1 The Amalgamating Corporations hereby agree to amalgamate pursuant to the Act as
of the Effective Date and to continue as one corporation on the terms and conditions
set forth in this Agreement.
2.2 The Amalgamation does not require second party to change its name while
SUBSIDIARY AGREEMENT 2 © ALL RIGHTS RESERVED 2021
operating;
2.3 The Amalgamation declares AGARTHA ASSSET MANAGEMENT LTD as
subsidiary of FIDELITY BROKERAGE SERVICES LLC;
3. RESPONSIBILITIES
3.1 The name of the Amalgamated Corporation shall remain as it is, both parties have
right to use their names while operating with its customers.
3.2 The license number and name in the professional requirements shall be used the
name of FIDELITY BROKERAGE SERVICES LLC.
3.3 The registered offices of both parties will remain as it is.
3.4 The number of shareholders of the Amalgamated Corporation shall be limited, not
not including shareholders who are of were employees of the Second party.
3.5 Any distribution of securities to the public to subscribe for or to purchase securities
of the Amalgamated Corporation shall be prohibited.
3.6 There shall be no restriction due to the changes from the Amalgamation, both
parties may carry on the powers that they have exercised before
3.7 Without in any way limiting the powers conferred on the directions by the Act, the
directors of Amalgamated Corporation may from time to time without
authorization from the shareholders:
(a) Make decisions required for the subsidiary company;
(b) Issue, reissue, hire, fire the employees as needed;
(c) Subject to the Act, give a guarantee on behalf of the Amalgamated Corporation
to secure performance of an obligation to any person
(d) Continue working environment as it remains.
3.8 The Amalgamated Corporation shall possess all the property, rights, privileges and
franchises of each of the Amalgamating Corporations and shall be subject to all
liabilities, including all contracts.
4. LICENSE
4.1 Within the regulations of an Act, since AGARTHA ASSSET MANAGEMENT LTD is now
subsidiary of FIDELITY BROKERAGE SERVICES LLC and are considered as one.
4.2 Therefore, License CRD#:7784/SEC#:8-23292 is applied on AGARTHA ASSSET
SUBSIDIARY AGREEMENT 3 © ALL RIGHTS RESERVED 2021
MANAGEMENT LTD.
4.3 Whereas, in all formal documentations AGARTHA ASSSET MANAGEMENT LTD will
be mentioned by the name of the parent company FIDELITY BROKERAGE SERVICES
LLC.
5. ARTICLES OF AMALGAMATION
After this Agreement has been approved in accordance with the Act, the Amalgamating
Corporations shall, on such day as both parties may select, jointly file the Director under
the Act.
6. GOUVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the
United States.
In witness whereof, each party to this agreement has caused it to be executed at United States
on the date indicated above.
FIRST PARTY SECOND PARTY
FIDELITY BROKERAGE SERVICES LLC AGARTHA ASSSET MANAGEMENT LTD
Abigail Johnson Jonathan T Sterrett
Authorized Signature Authorized Signature
SUBSIDIARY AGREEMENT 4 © ALL RIGHTS RESERVED 2021
