INVESTMENT AGREEMENT

AGREEMENT NUMBER:

This Investment Agreement, hereinafter referred to as an Agreement, is made and entered into the
force on

. . 2024, by and between

PARTY A – INVESTOR - SENDER:

COMPANY NAME: GCUBE UNDERWRITING LIMITED
COMPANY ADDRESS: 155 FENCHURCH ST, LONDON, EC3M 6AL, UNITED KINGDOM
REPRESENTED BY: MR. ALAN RAND
CLIENT’SNATIONALITY: UNITED KINGDOM - IRLAND
PASSPORT NUMBER: 052739933
DATE OF ISSUANCE: 21/JUL/2015
DATE OF EXPIRATION: 20/JUL/2025
COMPANY EMAIL : [email protected]
BANK NAME: DEUTSCHE BANK AG
BANK ADDRESS: TAUNUSANLAGE 12 60325 FRANKFURT AM MAIN, GERMANY
SWIFT CODE: DEUTDEFF
GPI CODE : 31DEUT00002283
GCUBE UNDERWRITING LIMITED
ACCOUNT NAME:

ACCOUNT No. (EURO): 672327573767818852334

BANK OFFICER NAME: MICHAELA UHLMANN

BANK OFFICER EMAIL: [email protected]

BANK OFFICER TEL: 0049 6991010039

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PARTY B - SERVICE PROVIDER – RECEIVER

COMPANY NAME:
COMPANY ADDRESS:

REPRESENTED BY:

NATIONALITY:

PASSPORT NUMBER:

DATE OF ISSUE:

DATE OF EXPIRATION:

DATE OF BIRTH:

MOBILE TELEPHONE NO.:

E-MAIL ADDRESS:

OCCUPATION:

BANK NAME:

BANK ADDRESS:

BRANCH CODE
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ACCOUNT NAME:

ACCOUNT NUMBER:
ACCOUNT SIGNATORY :

BANK OFFICER NAME:

BANK OFFICER E-MAIL:

BANK OFFICER PHONE:

S.W.I.F.T. CODE :

HERE IN AFTER PARTY A AND PARTY B REFERRED TOGETHER TO AS THE ‘PARTIES’ AND
SINGLY AS ‘PARTY’

PREAMBLE

WHEREAS, the Investor is entitled and is ready and

able to invest funds into various SERVICE and the
SERVICE PROVIDER is ready and able to receive
and to accept these Investment funds in EURO for the use of projects and the SERVICE under the
guidelines set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants
contained in this Agreement, and for the other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I. SUBJECT AND PURPOSE OF AGREEMENT.

1.1. Under present Agreement Parties have agreed that INVESTOR agrees to invest
MT199/103 CASH TRANSFER with the above-named Service Provider a sum in the
aggregate amount of €. 100,000,000,000.00 (ONE HUNDERED BILLION EUROS), in
Investment tranches, to be agreed additionally, for the purpose specified in the cl. 2.1 of
the present Agreement, and SERVICE PROVIDER, subject to the terms of the Agreement,
irrevocably agrees to receive and accept Investment and utilize it according to the
purposes specified in the 2.1. Of the present Agreement.
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1.2. Places of Business - As the SERVICE PROVIDER 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 places of business shall be at its principal office location.

1.3. SERVICE PROVIDER shall have full power and authority to supervise and direct the
Investment Funds, including the power and authority to effect transactions in any
project, such as, oil and gas, energy, construction, research, technology, infrastructure
and others after consultation with INVESTOR.

ARTICLE 2. CAPITAL CONTRIBUTION.

2.1. The INVESTOR grants investment under the present Agreement to the SERVICE
PROVIDER for the financing of projects.
2.2. INVESTOR hereby warrants and assures to SERVICE PROVIDER 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 fund 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.

2.3. INVESTOR hereby irrevocably agrees to transfer the total aggregate sum of
€. 100,000,000,000.00 (ONE HUNDERED BILLION EURO), (“Total Investment
Amount”) in separate Investment TRANCHES, each tranche’s amount and time of
transfer is to be determined by the Parties mutual agreement unless otherwise
specified in this Agreement, and the tranches of the Investment Funds will be
transferred to the SERVICE PROVIDER bank accounts details Designated herein.
2.4. Where required and agreed, Total Investment Amount or remaining part thereof can be transferred
as a whole. .
2.5. Each tranche of Investment under the present Agreement will be transferred to the below
stated bank accounts of the SERVICE PROVIDER via MT199/103 CASH TRANSFER
from the Investor’s bank.

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INVESTOR’S BANK DETAILS:

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2.6. The SERVICE PROVIDER will manage the investments funds on behalf of
INVESTOR subject to Clause 1.3 and 2.1 of this Agreement. BY THIS Agreement,
THE SERVICE PROVIDER IS ENTITLED TO USE THE INVESTMNET FOR HIS
COMPANY’S PROJECTS GLOBALLY.
2.7. Financing and implementation of each of the projects will be agreed and accepted by the
Parties in writing as an appendix to the present contract as its integral part.
2.8. The appendix shall necessarily set out the details regarding tranche payments, unless
otherwise specified in this Agreement, and the project details. This definitive appendix
shall be concluded setting out the foregoing details in respect of the Total Investment
Amount in a period of 15 days from the date of executing and signing of this Agreement
and the tranche, as specified in the appendix, shall be released to the SERVICE PROVIDER
on the date set out in the appendix or forthwith where no date is provided. However, the
first tranche, as mentioned in this Agreement, shall be released in a period of fifteen days
from the date of signing of this Agreement.
2.9. It is hereby clarified that the Parties will undertake two kinds of projects, that is,
Investor’s Projects and the Joint Consultation Project and the amount designated for
each of the foregoing project(s) will be divided from each tranche as per the percentage
set out in Appendix A of this Agreement.
Joint Consultation Projects will require approval of Service Provider, with Investor’s
consultation, whereas the Investor’s Projects will be undertaken at the sole discretion
of the Investor, with Service Provider’s consultation, and any expression or term in this
Agreement regarding the projects shall be construed accordingly.

INVESTOR’S BANK DETAILS:

2.10. After each transfer of funds into each separate INVESTOR´s Projects, the SERVICE
PROVIDER immediately provides a copy statement of his account to the INVESTOR in
order to verify the acceptance of the funds for the investment.

ARTICLE 3. INVESTOR irrevocably undertakes to:

3.1. Grant to the SERVICE PROVIDER Investment in amount and on conditions as specified in this
Agreement.
3.2. Make transfer of Investment from clean and clear funds of non-criminal origin, free of
liens and encumbrances.

3.3. INVESTOR must approve all Investment Project (s), without conditions, and additional
contracts, without unreasonable delay in respect of Joint Consultation Projects. The final
decision on whether to invest or not, can only be confirmed by the SERVICE
PROVIDER. 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
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portion of the Investment funds without the consent of the other Party. Only the
SERVICE PROVIDER 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.
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ARTICLE 4. SERVICE PROVIDER irrevocably undertakes to:

4.1 Submit present contract in SERVICE PROVIDER’s receiving bank and arrange reception of Investment.

4.2 Receive and accept Investment sent by the Investor.

4.3. Utilize Investment according to the conditions of this Agreement.
4.4. 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.

4.5. The SERVICE PROVIDER shall be entitled to remuneration for the services as set out in Appendix A of this Agreement will
shall be directly deductible from each Tranche received by the SERVICE PROVIDER.
4.6. Subject to the other terms of this Agreement, the business and affairs of the Project shall be managed solely and
exclusively by the SERVICE PROVIDER 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.

4.7. At INVESTOR’s request, SERVICE PROVIDER 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 SERVICE
PROVIDER will not be responsible for the accuracy of any information disclosed in any such report which
may be provided by a third party.

ARTICLE 5. RESPONSIBILITY OF PARTIES.

5.1 Party, breached its obligation under present Agreement, is obliged immediately inform other Party and
make all efforts to rectify all breaches.

5.2. Parties carry sole responsibility for their obligations to third persons, if such other PARTY is not
stipulated hereto and in the Addendums to the present Agreement.

ARTICLE 6.EXPENSES AND LOSSES OF PARTIES; INDEMNITY; TAXES

6.1. For the losses, caused by non-fulfilment or/and untimely fulfilment of obligations by any Party, suffered Party
have right to claim compensation for the actually originated and documentary confirmed losses.

6.2. SERVICE PROVIDER 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 SERVICE PROVIDER are subject to various markets, currency, economic, political and business risks, and
that those investment decisions will not always be profitable. SERVICE PROVIDER will not be liable to INVESTOR
for:

(a) Any loss that INVESTOR may suffer by reason of any investment decision made or other action taken or
omitted in good faith by SERVICE PROVIDER with that degree of care, skill, prudence, and diligence under the
circumstances that a prudent person acting in a fiduciary capacity would use;
(b) Any loss arising from force majeure 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.
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(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 relative 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.

ARTICLE 7. CONFIDENTIALITY

7.1. 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
SERVICE PROVIDER 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 SERVICE PROVIDER, 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 SERVICE PROVIDER, 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.

7.2. 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 or
the Subsidiaries' or Joint Ventures' Proprietary Information is disclosed of these obligations of confidentiality.

7.3. The parties agree that the following information shall not constitute Proprietary Information under this
Agreement:
(i) Information available from public sources at any time before or after it is disclosed to a party hereto by the
other party hereto;
(ii) Information obtained from a third party who obtained such information, directly or indirectly, from a party
other than a party to this Agreement; and
(iii) 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.
7.4. 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 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.
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ARTICLE 8. REPRESENTATIONS AND WARRANTIES

8.1. Organization. Parties represent and warrant that each of the Parties are 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.
8.2. Enforceability. This Agreement constitutes the legal, valid and binding obligation of the Parties, enforceable in
accordance with its terms.
8.3. Consents and Authority. No consents or approvals are required from any governmental authority or other
Person for it to enter into this Agreement. All action 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.
8.4. No Conflict. The execution and delivery of this Agreement by either Party and the consummation of the
transactions contemplated hereby do not conflict with or contravene the provisions of either Party’s organizational
documents or any agreement or instrument by which a Party 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 to.
8.5. 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.

ARTICLE 9. TERM OF VALIDITY OF AGREEMENT AND AGREEMENT TERMINATION.

9.1. Present Agreement is valid and coming in full legal force from date of signing by both Parties. The Agreement
shall remain in full force and effect till the Total Investment Amount has been transferred to the Service Provider.
However, the Agreement can be extended for a further period upon such terms as maybe mutually agreed by the
Parties, unless this Agreement is terminated sooner in accordance with the terms of this Agreement. Terms of this
Agreement shall apply to any and all renewals, extensions, additions or any agreements between the Parties. It is
hereby clarified that clauses pertaining to modalities regarding usage of the Total Investment Amount shall survive
the termination of the Agreement unless such modalities are set out in an agreement which is independent of this
Agreement in which case the survival shall not be effective to the extent of the Total Investment Amount or part of it,
as applicable..
9.2. The Parties agree that if the Investment Funds transfer is not completed, as per Clauses 2.6 and 2.7 herein, then
this Agreement will be effectively null and void, whereby the Parties only remedy to each other will be to terminate
this Agreement, subject to clause 6.1..
9.3. The Parties agree that any Party can terminate this Agreement in writing if it can show evidence that other Party
has NOT fulfilled its obligations as described herein. ,.

ARTICLE 10.MISCELLANEOUS
10.1.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
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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.

10.2.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 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.
10.3.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.
10.4.Severability. 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 circumstance 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.
10.5.Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered
one and the same agreement, and shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to each of the other parties.
10.6.Applicable Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the
laws of Oman.
10.7.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 courts in
Muscat, Oman shall have exclusive jurisdiction.
10.8.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.
10.9.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.
10.10. 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.
10.11. Currency. Any exchange of funds between the Parties shall be made in currency of the European Union
(Euros).
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ARTICLE 11. PAYMENT FUNDS

1 TRANSACTION TYPE MT103 CASH TRANSFER
2 PAYMENT CURRENCY EURO (EUR)
3 TOTAL INVESTMENT AMOUNT € 100,,000,000,000.00

[signature page follows ]

WHERE OF, the Parties here to agree to all of the terms and conditions of this Agreement and in

acknowledgement thereof have set their

hands on the date first written above.

PARTY - A INVESTOR: ALAN RAND

Date Signed: 11-07-2024
COMPANY NAME: GCUBE UN
REPRESENTED BY: ALAN RAND
PASSPORT NUMBER: 052739933
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PARTY - B SERVICE PROVIDER:
Date Signed:
COMPANY NAME:
REPRESENTED BY :
PASSPORT NUMBER :
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ELECTRONIC DOCUMENT TRANSMISSIONS

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EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract in te rms of the
governing law of this Agreement.

MT199-103-GCUBE-31024-********

PASSPORT COPY
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COMMERCIAL REGISTRATION
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MT199-103-GCUBE-31024-********
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PASSPORT COPY

COMMERCIAL REGISTRATION
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