Agreement №: SS/SHE/UBS-SEPA10B/290521

Date: 29 May 2021

INVESTMENT AGREEMENT

SEPA DIRECT DEBIT CORE REFERENCE Nº: ______________________________

This Partnership agreement on investment and financial co-operation (hereinafter referred to as the
Agreement №: SS/SHE/UBS-SEPA10B/290521 volume of total investments: €10,000’000’000.00 (Ten
Billion Euro) with rolls and extensions, are into this Saturday 29 May, 2021 by and between the following
parties:

Hereinafter referred to as the “INVESTOR” or Party “A”

REPRESENTED BY: HESHAM EZZAT SALAMA

PASSPORT # NX01DJDF1

PASSPORT ISSUE DATE: 12/06/2017

PASSPORT EXPIRY DATE: 12/06/2027

BANK NAME: UBS Switzerland AG

BANK ADDRESS: BAHNHOFSTRASSE 45

BANK BIC / SWIFT CODE: UBSWCHZH80A

BANK ACCOUNT NAME: SALAMA HESHAM EZZAT

ACCOUNT IBAN (EUR): CH260025425480214601V

BANK ACCOUNT NUMBER: CH260025425480214601V

BANK OFFICER: MR. ALEX SMICHT

BANK EMAIL: [email protected]

IMAD: UBS.58AG88343543674

GLOBAL SERVER ID: AS8883 / K8HGTXN0OEMD6G

GLOBAL SERVER IP: 193.5.111.18

RECEIVING SERVER IP: 193.5.111.18

TRANSACTION CODE ID: AS8883

CLEARING HOUSE CODE: UBS-OST838432848929

IDENTITY CODE: 96S48123415H806053

UTR(UNIQUE TRANSACTION UBS58AG84354645

REFERENCE):

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INVESTOR DEVELOPER
Agreement №: SS/SHE/UBS-SEPA10B/290521
Date: 29 May 2021
SORT CODE: 8005632

WTS SERVER: S20009421

ISIN: CH0244767585

FARM NAME: FARM 42/107

And

Hereinafter referred to as the “DEVELOPER” OR PARTY “B”

COMPANY NAME:

COMPANY ADDRESS:

COMPANY REGISTER NR.:

COUNTRY:

REPRESENTED BY:

CORPORATE TITLE:

PASSPORT NUMBER:

BANK NAME:

BANK ADDRESS:

SWIFT/BIC CODE:

ACCOUNT NAME:

ACOUNT IBAN (EURO):

ACCOUNT CID:

ACCOUNT SIGNATORY:

Hereinafter Party A and Party B together as the Parties.

PREAMBLE:

WHEREAS, in consideration of the promises, mutual covenants, warranties, terms and conditions herein
contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned Parties agree and state that they wish to enter into this Agreement for the
Joint development of the commercially sound solar, wind and renewable energy, as well as other infrastructure
and humanitarian, ecological and investment projects and programs; under the following terms and conditions:
● The Parties hereto desire to enter into this Agreement for investing in legal commercial activities
annual benefit only.

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INVESTOR DEVELOPER
Agreement №: SS/SHE/UBS-SEPA10B/290521
Date: 29 May 2021
● The Parties hereto warrant that the currencies to be transacted herein are good, clean and cleared
funds of non-criminal origin, without any traces of illegality or unlawfulness whatsoever, subject to the
corresponding assurances of the involved banks.
● The Parties confirm that their respective bank officers have been informed and are ready, as much as
necessary, to manage the referenced transaction, as well as are ready to adhere to and proceed within the
terms and conditions of this Agreement. In addition, the Parties shall have this executed Agreement deposited
with their respective transaction banks handling the said investment and financial transaction.
● This Financial Investment Transaction is an Electronic Fund Transfer (EFT) via SEPA/SDD/CORE NON-
RECALLABLE CASH TRANSFER, using this Agreement Procedure as guidelines for the investment settlement.

SUBJECT AND PURPOSE OF AGREEMENT:

● Under the present Agreement Parties have agreed that INVESTOR agrees to invest via SEPA/SDD/CORE
NON-RECALLABLE CASH TRANSFER to the above named DEVELOPER a sum in the aggregate amount of
€ 10,000’000’000.00 (Ten Billion EURO) with possible rolls and extensions, with a first tranche of
€ 500,000’000.00 (Five Hundred Million Euros) to be agreed additionally, for the purpose specified in the
Clause II of this Agreement and DEVELOPER irrevocably agrees to receive and accept Investment and utilize it
according to the purposes specified in Clause II of this Agreement.
● Places of Business - As the DEVELOPER may locate its place or places of business at any place or places
as he may from time to time determine and identify to the Investor. The initial place of business shall be at its
principal office location.
● DEVELOPER shall have full power and authority to supervise and direct the Investment Funds,
including the power and authority to effect transactions in any project, the environment, construction,
research, technology, infrastructure and others without consultation with INVESTOR, for the amount of 100%
(One Hundred percent) of the total investment.

CAPITAL CONTRIBUTION:
● The INVESTOR grants investment under the present Agreement to the DEVELOPER for the financing of
projects as follows but not limited to:
● Investment in the project for the development and installation for green energy and waste
management.
● Investment in projects for the development of alternative energy.
● Development of several companies to work with, in the field of imports and exports in Western and
Eastern Europe etc. Consulting services for the support and implementation of credit lines.
● And at any other place DEVELOPER finds as suitable.
● INVESTOR hereby warrants and assures to DEVELOPER under penalty of perjury that the Investment
funds are derived from legal sources and not from any other criminal activity. Further, the INVESTOR warrants
and confirms that the funds are good, clean, and cleared, of non-criminal origin and totally free of any terrorist
activities, free from any costs, charges, encumbrances, liens, litigation, mortgages, taxes of any kind or nature
whatsoever.
● INVESTOR hereby irrevocably agrees to transfer the aggregate sum of €10,000’000’000.00 (Ten
Billion Euro) with rolls and extensions, with a single tranche of € 500’000’000.00 (Five Hundred Million Euro),
of the Investment. Funds to be transferred to the DEVELOPER bank accounts details designated herein.
● These amounts can be transferred in one or in agreed tranches. The time of transfer of each tranche has
to be agreed separately.
● Each tranche of Investment under this Agreement will be transferred to the stated bank accounts of the
DEVELOPER via SEPA/SDD/CORE NON-RECALLABLE CASH DOWNLOAD from Developer.

DESCRIPTION OF TRANSACTION:

TRANSACTION TYPE: Private Investment via SEPA/SDD/CORE NON-RECALLABLE

TRANSFER MODE: From Investor’s (Party A) bank irrevocably and unconditionally. Electronic

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Agreement №: SS/SHE/UBS-SEPA10B/290521
Date: 29 May 2021
Fund Transfer (EFT) via SEPA/SDD/CORE NON-RECALLABLE CASH
TRANSFER to Developer’s (Party B) bank account.

INVESTMENT CURRENCY EURO (€ EUR).

TOTAL INVESTMENT: € 10,000’000’000.00 (Ten Billion EURO)

FIRST TRANCHE: € 500,000’000.00 (Five Hundred Million euros)

NEXT TRANCHE: € 1,000,000,000.00 (One Billion euros)

NEXT TRANCHE: To be agreed, According to schedule

PAYMENT: MT103 wire transfer

SPECIAL INSTRUCTION: ALL TRANSFER INSTRUCTIONS SHALL STATE FUNDS ARE CLEAN AND
CLEAR, OF NON-CRIMINAL ORIGIN.

TRANSACTION PROCEDURE:
● After signing of this agreement, the Party-B will complete and send the request from SEPA/SDD/B2B
payment request from their internet banking SEPA Portal and also send Generated Invoice/drawdown letter
and fund status page’s screenshot to Party-A.
● Party-B will withdraw the money and release the money with the mandate code party A will give him
the tranche in the amount of €500’000’000.00 (Five Hundred Million Euro), NON-RECALLABLE CASH
TRANSFER through SEPA Direct Debit CORE system.
● Party-A will check and approve the funds to be released to party B.
● Disbursement according to the terms and conditions in this agreement.

INVESTMENT PERIOD:
● Period of the Investment is 6 years.

RIGHTS AND OBLIGATIONS OF THE PARTIES:

● INVESTOR irrevocably undertakes to:
● Grant to the DEVELOPER Investment in amount and on the conditions specified above and if it’s
necessary in the Addendums of this Agreement.
● Make transfer of Investment from clean and clear funds of non-criminal origin, free of liens and
encumbrances.
● Control the usage of Investment funds.
● INVESTOR must approve all Investment Project(s) and additional contracts. The decision on whether to
invest or not, can only be confirmed by the DEVELOPER. No Party hereto shall have the right, directly or
indirectly, by operation of law or otherwise, to assign, sell, mortgage, encumber or otherwise transfer all or any
portion of the Investment funds. Only the DEVELOPER is authorized by INVESTOR to manage the Investment
Funds and to execute any contract(s) or other agreement(s) or document(s) for Investment Service with prior
written notice to the INVESTOR.

DEVELOPER irrevocable undertakes to:

● Lodge present contract in DEVELOPER’S receiving bank and arrange reception of Investment.
● Receive and accept Investment sent by the INVESTOR.
6.3.3. Utilize Investment according to the conditions of granting of the Investment.

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Agreement №: SS/SHE/UBS-SEPA10B/290521
Date: 29 May 2021
● In any and every case, do not use directly or indirectly Investment, profit received from investment or
reinvestment for all and any illegal activity, including but not limited to weapons and warfare trade, illegal drug
trade, criminal and/or terroristic activity, slavery, piracy etc.
● Subject to the other terms of this Agreement, the business and affairs of the Project shall be managed
solely and exclusively by the DEVELOPER which represents and warrants that it is not deemed a "professional
financial advisor" as defined under the Investment Advisors Act of 1940 of the United States of America, as
amended, or as defined by the laws, rules, and regulations of any other country or jurisdiction.
● As INVESTOR’S request, DEVELOPPER will provide, or instruct its affiliates to provide reports as to the
status of the Investment Funds and SERVICE. INVESTOR hereby acknowledges and agrees that DEVELOPER
will not be responsible for the accuracy of any information disclosed in any such report that may be provided
by a third party.

RESPONSIBILITY OF PARTIES:
● Party, breached its obligation under this Agreement, is obliged immediately inform other Party and
make all depending to eliminate all breaches.
● Parties carry sole responsibility for their obligations to third persons, if other is not stipulated hereto
and in the Addendums to this Agreement.

EXPENSES AND LOSSES OF PARTIES; INDENEMNITY; TAXES:

● For the losses, caused by non-fulfillment or/and untimely fulfillment of obligations by any Party,
suffered Party have right to claim compensation for the really originated and documentary confirmed losses.
● DEVELOPER does not guarantee the future performance of any Investment Project(s), which it may
present, to INVESTOR from time to time and INVESTOR approves. INVESTOR understands that any decisions
made by DEVELOPER are subject to various markets, currency, economic, political and business risks, and that
those investment decisions will not always be profitable. DEVELOPER will not be liable to INVESTOR for:
● Any loss that INVESTOR may suffer by reason of any investment decision made or other action taken or
omitted in good faith by DEVELOPER with that degree of care, skill, prudence, and diligence under the
circumstances that a prudent person acting in a fiduciary capacity would use;
● Any loss arising from force major such as the short term and/or long term consequences of war,
terrorist attacks, natural disasters and/or global economic crisis that shall, in any way, influence negatively the
market and its assets.
● (a) The Parties shall indemnify each other during the term of this Agreement against all claims, causes
of action, suits, damages, liabilities and expenses (including reasonable attorneys' fees) which may be directed
against any Party, or for which it may be liable or compelled to pay in any action or claim against it as a direct
or indirect result of any of its investments. Each Party agrees to defend such claim, suit, action or proceeding at
its sole expense;
(b) The Parties shall be responsible for the payment of their respective taxes, impost, levies, duties, charges and
any institutional costs or fees levied upon them by any financial institution or government relatives to the
execution of their obligations under this Agreement. In this regard, each Party shall indemnify and hold the
other harmless for any and all liabilities of the other Party.
● Both Parties hereto individually and separately accept liability of taxes, imposts, levies, duties or
charges that may be applicable in the execution of their respective roles in this transaction.

PENALTY CLAUSE FOR NON-PERFORMANCE:

The only party allowed to make a claim under this Agreement, if any, is either Party-A or Party-B. And any claim
must be first proven by the Injured-Party and invoice settled by the Party-in-Default within 10 (ten) calendar
days, or else the Injured-Party can file a legal claim against the Party-in-Default in any court of jurisdiction
within the European Union.

LAW AND ARBITRATION:

● This Agreement is a full recourse commercial commitment enforceable under the laws of the
jurisdiction of the countries where this transaction is effectuated, and any dispute is to be resolved under the

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Agreement №: SS/SHE/UBS-SEPA10B/290521
Date: 29 May 2021
ICC rules for arbitration, unless the Injured-Party takes legal action in a court of jurisdiction under European
Union law which shall govern the interpretation, construction, enforceability, performance, execution, validity
and any other such matter regarding this Agreement.
● The Parties hereto acknowledge and agree that any discrepancy and/or dispute in the application of
this Agreement will be solved amicably. If it is not possible, the arbitration procedures are to be followed.
● This Agreement is intended to be performed in accordance with, and only to the extent permitted by all
applicable laws of jurisdiction, ordinances, rules and regulations. If any provision of this Agreement be
considered invalid or unenforceable, then, the reminder part of this Agreement shall not be affected (if agreed
by both Parties) and shall be enforced to the greatest extend permitted by law.

NON-DISCLOSURE AND NON-CIRCUMVENTION:

Both Parties are to be bound and to abide by the Non-Circumvention Non-Disclosure (NC/ND) rules of all issues
of the ICC, PARIS/FRANCE, with latest edition to apply in this transaction for a period of five (5) years, no
matter whether direct or indirect.

FORCE-MAJEURE:
The "Force Majeure" exception clause of the International Chamber of Commerce (ICC Publication No.
421) is hereby incorporated in and made an integral part of this Agreement. Party cannot be held in default if a
reason is caused by Force Majeure, as the case may be and when executed by both Parties.

WARRANTIES AND CONFIRMATIONS:

The Parties by signing this Agreement warrant and confirm, with full legal and corporate responsibility, that all
funds transacted in this Agreement shall not be used for:
● Achievement of politics and espionage purposes;
● Financial speculations and money laundering;
● Direct or indirect transactions that may damage the economy of the U.K, Germany, Hong Kong, U.A.E,
U.S.A, Liechtenstein, Switzerland or any other member country of the European Union and/or other
State/Nation;
● Purchase of weapons, financing of any wars or terrorist activity; nor
● Any other illegal and criminal transactions.

CONFORMITY WITH INTERNATIONAL REGULATIONS:

The Parties declare to one another that the funds used in this transaction do not contravene any of the
following laws or any other illegal or criminal activity:
● Intergovernmental the Drug Trafficking Act of 1986;
● Intergovernmental the Criminal Act of 1988;
● Intergovernmental the Prevention of Terrorism (Temporary Provisions) Act of 1989;
● Intergovernmental the Criminal Justice (International Cooperation) Act of 1990;
● Intergovernmental the Criminal Justice Act of 1993;
● Intergovernmental the Anti-Terrorism Act, and the Patriot Act I and II.

FURTHER PRESENTATIONS:
● It is understood that Party-A, as the INVESTOR, is the legal owner of and in full control over the EURO
investment funds described herein and Party-B, as the DEVELOPER, is various commercial and humanitarian
project's developer, projects the environment, construction, research, technology, infrastructure and others,
and ready to proceed under the terms & conditions of this Agreement.
● Both Parties acknowledge and understand that each signatory Party must have either notarized Power
of Attorney or Board Resolution of Appointment issued by the organization on behalf of which they are acting,
in good and due form, and that any misrepresentation made by themselves is subject to a PENALTY OF
PERJURY pursuant to the FEDERAL ORGANIZED CRIME CONTROL ACT OF 1970 and subject to damages under
the RACKETEER INFLUENCED CORRUPT ORGANIZATION section 1964 RICO ACT.
TERMS OF AGREEMENT:

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INVESTOR DEVELOPER
Agreement №: SS/SHE/UBS-SEPA10B/290521
Date: 29 May 2021
This contractual agreement is a full recourse commercial commitment enforceable under the laws of the
jurisdiction of the European Union that shall govern the interpretation, enforceability, performance, execution,
validity and any other such matter of this Agreement, which shall remain in full force and effect until
completion of the said transaction, and it is legally binding upon the Parties signatories, their heirs, successors
and assigns, agents, principals, attorneys and all associated partners involved in this
Agreement/contract/transaction.

CODES OF IDENTIFICATION:
The Parties to this Agreement agree that all documents related to this transaction shall indicate the same
transaction- and/or security codes, as indicated herein. These codes shall not be changed during the term of
this transaction, including during any and all rollovers, renewals, extensions and additions.

UNAUTHORIZED BANK COMMUNICATION:

Neither Party is allowed to contact the bank of the other Party without the written authorization for that of the
Party whose bank is to be contacted. Any unauthorized contact act of either Party of this Agreement is
considered a breach of this transaction and shall cause this Agreement immediate cancellation, and transaction
becomes null and void.

CONFIDENTIALITY:
● General. It is expected that the Parties shall disclose to each other during the Term of this Agreement
certain information which is confidential or proprietary and which may include technology, products, trade
secrets, processes, programs, technical know-how, customers, distributors, costs, pricing, business operations
and other business information ("Proprietary Information"). All Proprietary Information owned solely by
either Party, any Joint Venture or any Subsidiary and disclosed to any Party shall remain solely the property of
the disclosing Party, and its confidentiality shall be maintained and protected by the party to whom the
information was disclosed with the same degree of care used to protect its own Proprietary Information of a
similar nature; provided, however, that (i) Investment Project(s) shall be deemed the property of the Joint
Ventures or Subsidiaries as determined by the DEVELOPER in its sole discretion unless this Agreement has
been terminated, (ii) Investment Project (s) that are no longer Active shall be deemed the property of the
DEVELOPER, and (iii) client lists, financial and analytical models,
Processes and procedures utilized or developed by Investment Project in connection with the business of the
Investment, any Joint Venture or any Subsidiary shall be deemed the property of the DEVELOPER, but only to
the extent they are different than the client lists, models, processes and procedures currently used by the
INVESTOR and/or its affiliates.
● No Proprietary Information owned solely by one party shall be used by any Party except in furtherance
of the terms and provisions of this Agreement. Except to the extent permitted under this Agreement or as
required by law or court order, the parties shall in all circumstances exercise reasonable care not to allow to be
published or disclosed the other Party's Information to any third party. Each party shall advise its employees to
whom the other Party's, the Subsidiaries, or Joint Ventures' Proprietary Information is disclosed of these
obligations of confidentiality.
● The parties agree that the following information shall not constitute Proprietary Information under this
Agreement:
● information available from public sources at any time before or after it is disclosed to a party hereto by
the other party hereto;
● information obtained from a third party who obtained such information, directly or indirectly, from a
party other than a party to this Agreement; and
● Information independently developed by the party against whom enforcement of this provision is
sought without the use of information provided by the party seeking such enforcement.
● Notwithstanding any provision of this Agreement to the contrary, any person (and each employee,
representative, or other agent of such person) may disclose to any and all other persons, without limitation of
any kind, (i) the tax treatment and tax structure of any transaction contemplated or consummated pursuant to
this Agreement, (ii) all materials of any kind (including any opinions or other tax analysis) that are provided to

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Date: 29 May 2021
such person relating to the tax treatment and tax structure of any such transaction and (iii) any information
required to be disclosed or obtained by law or court order.

REPRESENTATIONS AND WARRANTIES:

● Organization. It is duly organized, validly existing and in good standing under the laws of its jurisdiction
of formation with all requisite power and authority to enter into this Agreement, to perform its obligations
hereunder and to conduct the business of the Program and the Subsidiaries.
● Enforceability. This Agreement constitutes the legal, valid and binding obligation of the Parties,
enforceable in accordance with its terms.
● Consents and Authority. No consents or approvals are required from any governmental authority or
other Person for it to enter into this Agreement. All actions on the part of such party necessary for the
authorization, execution and delivery of this Agreement and the consummation of the transactions
contemplated hereby by such party, have been duly taken.
● No Conflict. The execution and delivery of this Agreement by it and the consummation of the
transactions contemplated hereby by it do not conflict with or contravene the provisions of its organizational
documents or any agreement or instrument by which it or its properties or assets are bound or any law, rule,
regulation, order or decree to which it or its properties or assets are subject.
● Legal Advice. The Parties have been afforded the opportunity to seek and rely upon the advice of their
respective attorneys, accountants or other professional advisors in connection with the execution of this
Agreement.

TERM OF VALIDITY OF AGREEMENT AND AGREEMENT TERMINATION:

● Present Agreement is valid and coming in full legal force from the date of signing by both Parties. The
Agreement shall remain in full force and effect for the period of One (1) year and can be extended for another
year if mutually agreed by the Parties, unless this Agreement is terminated sooner in accordance with the
provisions of this Agreement. This Agreement shall apply to any and all renewals, extensions, rollovers,
additions or any agreements between the Agreement and any third parties or their assignee’s.
● Normal termination of this Agreement will occur with the conclusion of all financial transactions
covered under the terms and conditions herein unless otherwise extended in writing by the Parties Mutual
Agreement.
● The Parties agree that if the Investment Funds transfer is not completed, as per Sections 2.3. and
3.3. herein, then this Agreement will be effectively null and void, whereby the Parties only remedy to each other
is to terminate this Agreement without further recourse.
21.4. The Parties agree that any Party can terminate this Agreement if it can show evidence that any other Party
has NOT fulfilled its obligations as described herein, unless extended in writing by all of the other Parties, and if
terminated, the Party in breach shall be deemed in DEFAULT and all of the other Parties, collectively or
separately, shall have the right to pursue any and all legal remedies to which they are entitled against the Party
in breach, under the laws of the Canton of Zurich, Switzerland with full prejudice and or the laws of Germany.

MISCELLANEOUS:
● Notice(s). Any modifications, amendments, addendums or follow on contracts must be executed by the
Parties respectively. When signed and referenced to this Agreement, whether received by mail or facsimile
transmission as all and any facsimile or photocopies certified as true copies of the originals by both Parties
hereto shall be considered as an original, both legally binding and enforceable for the term of this Agreement.
● Specific Performance; Other Rights. The Parties recognize that the rights granted under this Agreement
are unique and, accordingly, the Parties shall, in addition to such other remedies as may be available to them at
law or in equity, have the right to enforce their rights under this Agreement by actions for injunctive relief and
specific performance.
● Prior Agreements; Construction; Entire Agreement. This Agreement, including the Exhibits and other
documents referred to herein (which form a part hereof), constitutes the entire agreement between the Parties
with respect to the subject matter hereof, and supersedes all prior agreements and understandings between

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Agreement №: SS/SHE/UBS-SEPA10B/290521
Date: 29 May 2021
them as to such subject matter and all such prior agreements and understandings are merged herein and shall
not survive the execution and delivery hereof.
● Amendments. This Agreement may not be amended, altered or modified except (i) upon the unanimous
by instrument in writing and signed by each of the Parties.
● Sever-ability. If any provision of this Agreement shall be held or deemed by a final order of a competent
authority to be invalid, inoperative or unenforceable, such circumstances shall not have the effect of rendering
any other provision or provisions herein contained invalid, inoperative or unenforceable, at which point, this
Agreement shall be construed as if such invalid, inoperative or unenforceable provision had never been
contained herein so as to give full force and effect to the remaining terms and provisions herein.
● Applicable Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with
the laws of Switzerland.
● Arbitration. Every attempt shall be made to resolve disputes arising from unintended or inadvertent
violation of this contractual agreement as far as possible amicably. In the event that adjudication is required
local legal process shall be preceded with and the Parties hereby agree to arbitration in Zurich, Switzerland or
Dortmund, Germany and the decision of which the Parties shall consider to be final and binding.
● No Rights of Third Parties. (i) This Agreement is made solely and specifically between and for the
benefit of the Parties hereto and their respective members, successors and assigns subject to the express
provisions hereof relating to successors and assigns, and (ii) no other Person whatsoever shall have any rights,
interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third
party beneficiary or otherwise.
● Survival. The covenants contained in this Agreement which, by their terms, require performance after
the expiration or termination of this Agreement shall be enforceable notwithstanding the expiration or other
termination of this Agreement.
● Headings. Headings are included solely for convenience of reference and if there is any conflict between
headings and the text of this Agreement, the text shall control.
● Currency. Any exchange of funds between the Parties shall be made in currencies of the European
Union (Euros). In addition, all calculations pursuant to this Agreement and any Joint Venture Private
Investment Agreement shall be based on ICC regulations in Paris.
● Alterations. Any written Alterations, Annexes and Appendices to this Agreement are considered valid if
they are made in written form and signed by the Parties. All Annexes and Appendices duly signed shall be an
integral part of this Agreement.

IN WITNESS WHEREOF, the undersigned Parties have read this document and have taken legal advice of its
legality, and after understanding the content of this Agreement written in English language, by knowledge of
the language or by professional translation to the party’s language, initialed all the pages of this Agreement
(including its Annexes) and fully understand and agree that its execution constitutes an acceptance of all of its
mutually protective covenants, terms, conditions, procedures and is lawfully binding upon both Parties, their
legal heirs, successors, representatives and assignees.

AGREED AND ACCEPTED BY THE PARTIES

FURTHERMORE, WE, THE UNDERSIGNED PARTIES, HEREBY SWEAR UNDER THE INTERNATIONAL LAWS OF
PERJURY AND FRAUD THAT THE INFORMATION PROVIDED BY US HEREIN IS ACCURATE AND TRUE, AND
ARE READY PROCEED WITH THIS TRANSACTION.

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INVESTOR DEVELOPER
Agreement №: SS/SHE/UBS-SEPA10B/290521
Date: 29 May 2021

PARTIES SIGNATURES: Saturday 29 May, 2021

INVESTOR: DEVELOPER:

NAME: HESHAM EZZAT SALAMA NAME:

Title: Signatory Title:

Date: 29/05/2021 Date: 29/05/2021

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Date: 29 May 2021

INVESTOR PASSPORT COPY

DEVELOPER PASSPORT

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DEVELOPER COMPANY REGISTRATION

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Date: 29 May 2021
FEE PROTECTION AGREEMENT
Irrevocably and unconditionally, without protest, demand or delay, promise and guarantee to pay consultancy
fees of the face value of the instruments, for the benefit of the consultants being hereinafter called collectively
the “beneficiaries” and individually a “Beneficiary”.
The said consultancy fee shall be paid upon the successful closing of each and every tranche concurrently with
each payment of the instruments purchased by us. Further, the said consultancy fees shall be paid in good,
clean clear and unencumbered Euros/Dollars and delivered, via wire transfer, to your designated trust/bank
account coordinates.
This “Fee Agreement-Pay Order” is unconditional, assignable and divisible. This “Fee Agreement-Pay Order”
shall endure to the benefit of the beneficiaries and their respective heirs, administrators, successors and
assigns, as the case may be, and shall be binding and enforceable upon us, our successors and assigns as the
case may be, until this transaction, including any renewals, extensions and additions are fully completed.
This Fee Agreement-Pay Order, if transmitted by facsimile or electronic mail shall be considered an original,
legally enforceable document.
Generally recognized International Standards of Non Circumvention and Non-disclosure are applicable for a
period of Five Years from the date of this document or the last date of the contract including any renewals,
extensions and additions are fully completed and we agree to respect those.
We hereby declare that we are fully aware that the information received from you is in direct response to our
request and is not in any way considered or intended to be a solicitation of funds of any sort, or any type of
offering, and is intended for our general knowledge only. We hereby affirm, under penalty of perjury, that we
have requested information from you and your organization by our choice and free will, and further that you
have not solicited us in any way. Intermediaries are NOT Advisors of any kind.
Parties to this agreement are independent contractors and all contemplated payments and/or disbursements
hereunder are divided interests. Nothing in this agreement construes or creates a partnership or
employer/employee relationship between or among the parties hereto. All taxes, federal, state or other are the
independent responsibility of each of the parties hereto.
The above stated codes, (the seller’s code to be provided by the seller) and any other identification codes shall
remain the same and shall not be changed until this transaction including any renewals, extensions and
additions are fully completed and we agree to respect those. The transaction code may be amended only by
agreement between all parties hereto. This transmission via facsimile will be accepted as an original and I
confirm that I have authority to execute this Pay Order.
Irrevocable Fee Protection / Irrevocable Pay order for Consultant Fees of the face value from each and every
tranche of this transaction, including any rolls or extensions, to be paid to following bank details:
This Fee Protection Agreement have agreed and executed by the undersigned on the date of 29th May 2021.

ELECTRONIC SIGNATURE IS VALID AND ACCEPTED AS HAND SIGNATURE”

EDT (Electronic document transmissions)

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of
this Contract. As applicable, this Agreement shall be:
● Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and National Commerce Act’’ or
such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001) and
● Electronic Commerce Agreement (ECE/ TRADE/257, Geneva, May 2000) adopted by the United Nations
Centre for Trade Facilitation and Electronic Business (UN/CEFACT).
● EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either
Party may request hard copy of any document that has been previously transmitted by electronic means
provided however, that any such request shall in no manner delay the parties from performing their respective
obligations and duties under EDT instruments.
ELECTRONIC SIGNATURE IS VALID AND LEGALLY – BINDING AS AN ORIGINAL IF TRANSMITTED IN SECURE
AND CERTIFIED *. PDF FORMAT
*** THE END OF THE AGREEMENT ***

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INVESTOR DEVELOPER