Material Agreement Form 8 K

On November 13, 2024, Unicoin Inc. (the "Company") entered into a Cost Sharing and Services Agreement (the "Agreement") dated November 13, 2024, by and between the Company and Unicoin International Inc., a company incorporated under the laws of Panama ("UII"). Mr. Alex Konanykhin, the Company's Chief Executive Officer, also serves as Chief Executive Officer of UII. UII is wholly owned by KMGI Corp. (d/b/a Unicoin Holding Corporation), a company incorporated under the laws of Panama, which is owned and controlled by the founders and current Directors of the Company, Mr. Konanykhin (49%) and Ms. Silvina Moschini (51%).

Pursuant to the Agreement, the Company will share certain employees and contractors (the "shared staff") employed or contracted by the Company with UII, and UII shall reimburse the Company for its allocable share of all direct and indirect costs associated with the shared staff, including wages, benefits, taxes and allocable overhead or operational costs, as described in the Agreement. Additionally, the Company and UII agreed to share office space, supplies information technology ("IT") systems, equipment, furniture and other agreed resources (the "shared resources"), and UII shall reimburse the Company for its allocable share of costs incurred by UII with respect to the shared resources, without any mark-up or profit margin to the Company.

Further, the Company may provide UII with services related to marketing and brand development, consulting and advisory, IT support, investor relations, delivery of unicoin international tokens and such other services as agreed upon by the Company and UII from time to time. Pursuant to the Agreement, UII also agreed to provide funding to the Company as follows in consideration for the Company's entry into the Agreement: (a) $5,000,000 to be provided by July 1, 2025, with additional funding of (b) $10,000,000 to be provided by December 31, 2025.

The Agreement shall remain in full force and effect until terminated by a written agreement between the Company and UII, unless otherwise first terminated by (a) either party, for any reason or no reason, by thirty days' written notice of termination to the other party, or (b) either party, if the other party is in material breach and fails to cure such breach within thirty days following receipt of notice of such breach.

The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, which will be filed as an exhibit to a future periodic report to be filed with the Securities and Exchange Commission.