TRANSACTION CODE: (TBD) Agreement No: March/17/2025 DATE: 17 March 2025

PARTNERSHIP AGREEMENT ON INVESTMENT AND FINANCIAL CO-OPERATION

Agreement No: MARCH/ 17/ 2025
This Partnership agreement on investment and financial co-operation via SWIFT MT103 TT CASH
TRANSFER (here in after referred to as the “Agreement”) with Agreement No.: MARCH/ 17/
2025 with a total amount of investment € 10,000,000,000.00 (TEN BILLION EURO) is made and
effective on this 17 MARCH 2025, by and between the following parties:

COMPANY NAME: Migrol AG

COMPANY ADDRESS: Soodstrasse 52 Adliswil, ZÜRICH, 8134 Switzerland

REG NUMBER CHE-105.969.802

COMPANY:
REPRESENTED BY: Rainer Baumann
BANK NAME: UBS Switzerland AG
BANK ADDRESS: POSTFACH, 8098 ZÜRICH

ACCOUNT NAME: MIGROL AG

ACCOUNT NO (EURO): IBAN: CH84 0023 0230 6871 3901 E (EURO)

SWIFT CODE: UBSWCHZH80A

PASSPORT NUMBER: X4282745
DATE OF ISSUANCE: 29.06. 2017
DATE OF EXPIRATION: 28.06.2027
(Here in after referred to as the “Investor” or “Party-A”) on the one hand, and
{Remainder of page left blank intentionally}

COMPANY NAME: SALEH SULIMAN M ALRASHEED

COMPANY ADDRESS:
REG NUMBER
COMPANY:
REPRESENTED BY: SALEH SULIMAN M ALRASHEED
BANK NAME: Saudi National Bank
BANK ADDRESS: Saudi National Bank Tower. King Abdullah Financial District, King
Fahd Road, Al Aqeeq District Riyadh 13519 in Kingdom of Saudi
Arabia
ACCOUNT NAME: SALEH SULIMAN M ALRASHEED
ACCOUNT IBAN NO SA80 1000 0009 1000 0009 0903
(EURO):
SWIFT CODE: NCBKSAJE
PASSPORT NUMBER: U188484
DATE OF ISSUANCE: 30.03.2017
DATE OF EXPIRATION: 11.12.2026
Account Number at SNB 09100000090903

(Here in after referred to as the “Receiving Partner” or “Party-B” or “Asset Manager”)

Both together and individually here in after referred to as the "Parties", conclude an agreement of
Party-A”:
“Party-B”:

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 TRANSACTION CODE: (TBD) Agreement No: March/17/2025 DATE: 17 March 2025

such content, here in after referred to as the" Agreement":

RECITALS

WHEREAS the Parties here to are desirous of entering into this Agreement for the purpose of
developing investment projects contemplated herein for mutual benefit as described within this
Agreement and not for other purposes whatsoever; and,

WHEREAS FUNDS OWNER IS HOLDING AN ACCOUNT AT UBS BANK SWITZERLAND AG CASH FUNDS
TO BE
TRANSFERRED TO ASSET MANAGEMENT PARTNER’S DESIGNATED BANK ACCOUNT VIA SWIFT MT103 TT
CASH TRANSFER FOR FURTHER INVESTMENTS; and,

WHEREAS PARTY A IS READY, WILLING AND ABLE TO TRANSFER THE SUM OF

€ 10,000,000,000.00 (TEN BILLION EURO) UNDER TRANSACTION CODE: (TBA)to
ACCOUNT of SALEH SULIMAN M ALRASHEED
Saudi National Bank
Saudi National Bank Tower. King Abdullah Financial District, King
Fahd Road, Al Aqeeq District Riyadh 13519 in Kingdom of Saudi
Arabia
SALEH SULIMAN M ALRASHEED
ACCOUNT SA80 1000 0009 1000 0009 0903
SWIFT: NCBKSAJE
with NOTE: Credit to Client named IN ACCORDANCE WITH THE TERMS AND CONDITIONS STATED IN THIS
AGREEMENT; AND WITH FULL CORPORATE AND INDIVIDUAL RESPONSIBILITY. IN ADDITION, ALL FUTURE
CASH FUNDS PAYMENTS WILL BE MARKED AS CLEAN, CLEARFUNDS, FREE OF ANY LEVY, LIENS OR
ENCUMBRANCES AND OF NON- CRIMINAL ORIGIN; and,

WHEREAS, both Parties hereto warrant that the funds to be transacted, for making the investments,
are all good, clean funds of anon-criminal origin; and,

WHEREAS each Party hereto declares that they are legally empowered, fully authorized to execute and
accept this agreement, as well as agree to be bound by its terms and be bound to complywith and/or
be subject to penalties or other negative consequences if they do not comply; and,

WHEREAS Investor through its fiduciary bank, where the final agreements will be lodged in and
assigned to, confirms and warrants that, it has the financial capacity of euro funds and euro funds to
transact under this Agreement; and,

WHEREAS the Parties hereto with full corporate responsibility, under the penalty of perjury, declare
that they will upon the execution of this Agreement, complete the transaction contemplated here in,
except on circumstances of force majeure and government sanctions, if such appear. The parties
hereto shall not be liable for any failure to perform under the “force majeure” provisions of the ICC,
Paris; and,

WHEREAS, both Parties herein agree that each party has the full right to use and choose whatever
company most suitable to carry out his assignment, to successfully complete the present transaction.

Party-A”: “Party-B”:

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 TRANSACTION CODE: (TBD) Agreement No: March/17/2025 DATE: 17 March 2025

Now therefore in consideration as herein set out and in consideration of the understanding, as well as
of here good valuables purposes, the adequacy and receipt of which is hereby acknowledge by Parties
as follows:

1. Subject of Agreement:
1.1. In accordance with the provisions of this Agreement and general principles and regulations
of the management of the financial resources the Investor instructs, and Party B undertake
to manage investment plans accepted by parties and invested by Investor by this
Agreement.
1.2. The Investor's financial resources made available to Party B herein after referred to as the
"Investments".
1.3. According to the laws of and for execution of the Law of foreign international investing for
two parties, the subject of this Agreement is a joint investment activity of the Parties,
which is not connected with creation of new legal e n t i t i e s , on the following
directions: investments in commercial sphere, social, innovative projects etc.
1.4. The Contracting "Parties", to strengthen bilateral friendly international relations are
intended to cooperate in the funding of various projects where Party A shall have the right to
nominate projects that account for up to Forty five Percent (45%), of the net project
EOUR for investment in various projects. Should Party A fail to nominate any projects
within one (1) year, then Party B shall have the right to nominate said project(s) utilizing the
55% of net funds that were earmarked for Party A. Each Party shall own all rights,
title and interest in the project(s) that they fund, or nominate for funding through this
Partnership Agreement, therefore, Party A shall own all projects funded by Party A
Investment Funds and Party B shall own all projects funded by Party B Investment
Funds as defined below.
1.4.1. Promoting involvement in the real economy and private regional priority investment
projects.
1.4.2. Promoting a balanced and sustainable growing system of financial support for
projects and programs in priority areas.
1.4.3. Minimizing investment and commercial risks involved in the implementation of
projects and, can carry out reinvestment in the objects of the primary investment
and other objects of investment and reinvestment.
1.5. Party A bank issues an unconditional SWIFT MT103 TT CASH TRANSFER within twenty-
four (24) banking hours to the bank account to be specified by Party B, in accordance with
the following schedule of investments.

Party-A”:

“Party-B”:

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 TRANSACTION CODE: (TBD) Agreement No: March/17/2025 DATE: 17 March 2025
Planning of the “SWIFT MT103 TT CASH TRANSFER”
Description of instruments and order of financing:

TRANSFER TYPE: SWIFT MT103 TT CASH TRANSFER

TOTAL AMOUNT: € 10,000,000,000.00 (TEN BILLION EURO)

FIRST TRANCHE: € 10,000,000.00 (TEN MILLION EURO)

SECOND and consecutive TBA

TRANCHES:
DISBURSEMENTS: DISBURSEMENTS SHALL BE MADE ACCORDING TO EXHIBIT A AFTER SWIFT
TRANSFER TO PARTY B AND WITHIN SEVENTY-TWO (72) to NINETY-SIX (96)
BANKING HOUR’S AFTER RECEIPT AND CLEARANCE OF FUNDS.
NOTE: IT IS UNDERSTOOD THAT THE AMOUNT AND TIMING OF TRANCHES ARE
DEFINED IN THE PRESENT AGREEMENT
2. Joint activities of the Parties:
2.1. We, the undersigned Parties, hereby with full legal and corporate responsibility,
under penalty of perjury, confirm that Investor is ready, willing and able to transfer
the investments, and the Party B is ready to receive the SWIFT MT103 TT CASH
TRANSFER funds for investments according to the mutually agreed terms and condition
thereof.
2.2. For realization of the investment programs the Parties bring the foreign investment
inconvertible currency during validity hereof according to the schedule fixed by the Parties,
agreed currency amounts and tranches which are reflected in additional agreement hereto.
2.3. The Parties can extend spheres of investment activity and if necessary, make additional
agreements.
2.4. Addendum and changes may be brought to this Agreement by mutual agreement of the
Parties, which are to be formed by separate protocols, which, after the signing of “Parties”,
are considered as an integral part hereof.
2.5. Each Party may nominate Project(s) to be funded under this Agreement, but Party B shall be
responsible for all outgoing wire transfers or funding events after the investment funds are
received from Party A to Party B via a standard SWIFT MT103 TT CASH TRANSFER
process.
2.6. As a condition of managing said funds, Party A agrees that Party B has exclusive access,
control, management and ultimate distribution over the net investment funds deposited
into its account and each investment round shall be either co-managed by Party A and
Party B jointly or solely directed by Party A at Party A’s sole discretion.

Party-A”:
“Party-B”:

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3. Right and duties of the Parties:

3.1 Party-A and Party-B for the purposes of fulfillment hereof:
3.1.1. Develop investment activity for its economic and technical projects.
3.1.2. Conclude contracts, agreements, and other agreements necessary for realization of their
investment programs.
3.1.3. Acquire export-import quotas and licenses for export and import of commodities
and products.
3.1.4. Provide each other with all necessary legal, financial and other
documents, related to the fulfillment hereof.
3.1.5. Invest money in their own projects during validity hereof according to their
current legislation.
3.1.6. Carryout economic activity to fulfill own investment programs, make
debt liquidation on all kinds of expenses, payment of commodities and
services, transfers facilities for payment of salaries and other types of rewards,
Cover all kinds of charges.
3.1.7. Attract other legal entities and individuals for the fulfillment of their investment programs
under the present Agreement at their sole decision.
3.1.8. Are to provide each other with necessary assistance.
3.1.9. Are to follow and observe the terms and conditions hereof.
3.1.10. Are obligated to keep secret all business, technical and commercial
information related to implementation hereof.
3.1.11. Can invest additional investments during the validity period of the present
Agreement and can carry out reinvestment in primary investment projects and
other investment and reinvestment objects.
3.1.12. With mutual agreement, Party A and Party B may have a full board seat or a non -
voting board seat on each funded project. If consent is not unanimous, then only
the Party that nominated the project and manages the project will hold a board
seat in said project.
3.1.13. May independently invest said funds for each group in a credit enhancement
program to increase the value of said funds for Party A’s or Party B’s future
projects. If only one Party chooses to engage in a credit enhancement program,
the profits from said program would only be credited to the Party that enters
such credit enhancement program and shall not benefit the other Party or the
other Party’s projects.
3.2 The Party-A for the purposes of fulfillment hereof:
3.3 3.2.1. Develops the directions of own investment activity with its economic and technical ground for
the funds provided under this agreement (the “Party A Investment Funds”).
3.2.2. Provides Party-B with all necessary legal, financial and other documents,
related to the fulfillment hereof.

Party-A”: “Party-B”:

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 TRANSACTION CODE: (TBD) Agreement No: March/17/2025 DATE: 17 March 2025

3.2.3. Can invest money during validity of this Agreement according to the current
legislation.
3.2.4. Carries out economic activity to fulfill own investment programs, makes debt
liquidation on all kinds of expenses, payment of commodities and services,
transfers facilities for payment of salaries and other types of rewards, finance all
kinds of charges.
3.2.5. Attracts other legal entities and individuals for realization of the investment
programs under the present Agreement.
3.2.6. Attracts investments and financial assets, including credit and loan facilities of
residents and not residents aimed on execution of investment activity.
3.3. The Party-B for the purposes of fulfillment hereof:
3.3.1. Develops with full discretionary management, the directions of its own investment
activity with its economic and technical ground for a maximum of 45% of the net
funds provided under this Agreement (the “Party B Investment Funds”).
3.3.2. Concludes contracts, agreements, and other agreements necessary for realization of its
investment programs.
3.3.3. Acquires export-import quotas and licenses for export and import of
commodities and products.
3.3.4. Can invest money during validity of this Agreement according to the current legislation.
3.3.5. Manages all investment funds and outgoing wires during the validity of this
Agreement.

4. Total volume of investments.

4.1. Investor’s currency: EURO.
Total investment amount available: € 10,000,000,000.00 (TEN BILLION EURO)
WITH ROLLS AND EXTENSIONS UP.

5. Transaction procedures:
5.1. Both parties sign the contract & become legal contractual agreement.
5.2. Party B issues corporate PGL in favor of party A.
5.3. Party A sends 10M through SWIFT MT103 TT CASH TRANSFER without any code directly
to the common account.
5.4. Party B, after receiving the said amount, activates the payout mentioned on the signed PGL.

6. Closing:
6.1. After receipt of a signed Agreement, Party A shall begin standard SWIFT MT103 TT CASH
TRANSFER according to this Agreement to Party B’s. Saudi National Bank account
via tranches in the total amount of € 10,000,000,000.00 (TEN BILLION EURO).

Confidential information and security:

Party-A”: “Party-B”:

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6.2. In connection with present Agreement, the Parties will provide each other with the
information concerning the designated fiduciary banks originating in writing by each Party and is
designated as confidential which the Parties hereby agree to treat as “confidential
information”. The Parties understand and agree that any confidential information disclosed
pursuant to this Agreement is secret, proprietary and of great value to each Party which
value may be impaired if this secrecy of such information is not maintained.
6.3. The Parties further agree that they will take reasonable security measures to preserve and
protect the secrecy of such “confidential information” and will hold such information in
trust and not to disclose such information, either directly or indirectly to any person or
entity during the term of this Agreement or anytime following the expiration or
termination hereof; provided, however, that the Parties may disclose the confidential
information to an assistant, agent or employee who has agreed in
writing to keep such information confidential and to whom disclosure is necessary for
the providing of services under this Agreement.
6.4. Separate introductions made through different intermediary chains may result in other
transactions between the Parties will not constitute a breach of confidential information,
provided such new chains were not created for purposes of circumvention of the first
introducing chain. Copy and paste signatures are not allowed.
6.5. Agreement which is to transfer and organize the banks hall be transmitted in the form of
scanned visa authorized signature.
6.6. 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 as a
breach of this Agreement and shall cause this Agreement immediate cancellation, and
transaction becomes null and void.

7. Codes of identification:
7.1. The Parties agree that all documents related to the transactions bear the codes listed of this
Agreement and that the said codes remain unchangeable within this Agreement duration,
including all roll overs, extensions and additions.

8. Communication:
8.1. Communication with banks will be limited to those between the Investor’s bank and
Partner’s bank and only by between authorized bank officers/representatives, including
principals of the Investor and the Partner, during completion of this transaction.
No communication by any other party is permitted without prior written consent of the
named account holders.
8.2. Any notice to be given hereunder from either Party to the other shall be in writing and shall
be delivered by fax to the telefax number or by e-mail-to-e-mail address of the respective
Party as provided herein. The Parties agree that acknowledged e-mail or telefax copies are treated
as legally binding original documents. E-mail copies scanned and sent on e-mail as photo, of this
Agreement and exchange of correspondence duly signed and/or executed shall be
deemed to be original and shall be binding and are regarded as original and good for any legal
purpose.
8.3. EDT-Electronic Document Transmittal:

Party-A”: “Party-B”:

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 TRANSACTION CODE: (TBD) Agreement No: March/17/2025 DATE: 17 March 2025

This Agreement may be executed in multiple copies at different times and places, each
being considered an original and binding. All facsimile /electronic
transmittal/communications, including electronic signature, relating to this Agreement and
which are mutually accepted by the Parties, shall be deemed legally binding and enforceable
documents for the duration of the transaction. And as applicable, this Agreement shall:
• Incorporate U.S. PublicLaw106- 229, "Electronic Signatures in Global and National
Commerce Act" or such other applicable law conforming to the UNCITRAL Model Law
on Electronic Signatures (2001);
• Electronic Commerce Agreement (ECE/TRADE/257, Geneva, May 2000) adopted by
the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEF
ACT);
• All electronically submitted documents shall be subject to the European
Community Directive No.95/46/EEC, as applicable.

9. Validity
9.1. Once this Agreement is signed by both Parties the transaction shall begin within three (3)
banking days or sooner, excluding Saturdays and Sunday and any bank holidays.

10. Full understanding:

10.1. The latest edition/signature of this Agreement, executed by each party in originals,
represents the full understanding between the Parties and supersedes all other under
takings, whether verbal or written. All statements and representations are made without
any omission of material fact and with full corporate and legal responsibility under penalty
of perjury.
10.2. The Parties hereto accept that should the present Agreement partially or in full be found to
be invalid or unenforceable pursuant to judicial decree or by virtue of any international regulations
related to bank confirmation of USD/EUR validity, this Agreement shall be reconstructed upon mutual consent
and agreement of both Parties to this commercial Agreement.
10.3. Until the physical exchange of original hard copies, the acknowledged fax and/or e- mail
copies of this Agreement shall be deemed original.

11. Assignment:
11.1. Each Party to this Agreement may assign this Agreement or its total or partial
performance here of to any other company which assumes the obligations of the
assigning party under the terms of the assignment. Formal notice of the assignment shall
be rendered to the other party to this Agreement expressly indicating there on the
assignee's full contact particulars.

12. Term of Agreement:

12.1. This Agreement is a full recourse commercial commitment enforceable under the laws
and jurisdiction of the State of Utah and the United States. The laws of the State of Utah
and the United States 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

“Party-B”:
Party-A”:

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 TRANSACTION CODE: (TBD) Agreement No: March/17/2025 DATE: 17 March 2025

Parties’ signatories, their heirs, successors and assigns, agents, principals,

attorneys and all associated partners involved in this Agreement/contract/transaction.

13. Law and arbitration:

13.1. This Agreement is a full recourse commercial commitment enforceable under the laws of
the State of Utah and federal laws of the United States. Any dispute is to be
resolved under the American Arbitration Association (AAA) rules for arbitration. The
laws of the State of Utah and federal laws of the United States shall apply and
shall govern the interpretation, construction, enforce ability, performance,
execution, validity and any other such matter regarding this Agreement.
13.2. The Parties hereto acknowledge and agree that any discrepancy and/or dispute in
application of this Agreement will be solved amicably. If amicable resolution is
not reached within ninety (90) days, the arbitration procedure of the AAA shall be
enforced by the Parties.
13.3. This Agreement is intended to be performed in accordance with, and only to the extent
permitted by all applicable laws of the State of Utah and the United States. If any
provision of this Agreement is found invalid or unenforceable, then, the remainder
part of this Agreement shall not be affected (if agreeable by both Parties) and shall been forced
to the great extent permitted by law. This Agreement is enforceable subject to
applicable law.

14. Electronic Signatures:

14.1. All parties agree and accept that either party may sign this contract electronically in
accordance with Title 15 USC § 7001 et seq. or its equivalent in any country in the world, and
that electronic signature are valid in this contract.

15. Project Selection Satisfaction Guarantee:

15.1. Should Party A not be 100% satisfied with Party B’s work or selected project(s) within the
first six (6) months only, then Party A has the right to request to receive a SWIFT
MT103 TT CASH TRANSFER from party B of 55% of the remaining investment funds to be
returned to the investor. If Party A has funded or requested Party B to fund any
project(s) on behalf of Party A, then those funds would be deducted from the return
request before any funds were wired back to the investor.

Party-A”:
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 TRANSACTION CODE: (TBD) Agreement No: March/17/2025 DATE: 17 March 2025
Undersigned Parties, by affixing our signatures/initials/seals to this Agreement, we attest approval
and signed by both on all pages, on this date: 17 MARCH 2025

“ACCEPTEDANDAGREEDWITHOUTCHANGE”

FOR AND ON BEHALF OF PARTY -A: FOR AND ON BEHALF OF PARTY -B:

REPRESENTED BY: Mr. Rainer Baumann R E P R E S E N T E D BY: Mr. SALEH SULIMAN M ALRASHEED

Party-A”:
“Party-B”:

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 TRANSACTION CODE: (TBD) Agreement No: March/17/2025 DATE: 17 March 2025

(Electronic Signature is valid and accepted as hand signature)

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)
1. 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 & National Commerce Act’’ or such other applicable law conforming to the UNCITRAL
Model Law on Electronic Signatures (2001).
2. 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.

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 &National Commerce Act’’ or such other applicable law
conforming to the UNCITRAL Model Law on Electronic Signatures (2001)

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.

This Agreement is read, approved and signed by both Parties in two (2) copies, by one (1) copy for each of the Parties, in
all pages, on this date: 17 th of March 2025

“Party-A”: “Party-B”:

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ANNEX NO.1
INVESTOR/PARTY-A–PASSPORT COPY:

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 TRANSACTION CODE: (TBD) Agreement No: March/17/2025 DATE: 16 March

ANNEX NO.2

CERTIFICATE OF INCORPORATION OF PARTY-A

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ANNEX NO.3

PARTY-B PASSPORT COPY:

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ANNEX No 4:

BANKING DETAILS of PARTY "B"

SWIFT MT103 TT CASH TRANSFER (Wire Transfer Instructions)

All funds under this agreement shall be sent to the coordinates below:
Once funds are delivered via a SWIFT MT103 TT CASH TRANSFER into Party B’s BANK SALEH SULIMAN M ALRASHEED, BANK
NAME:Saudi National Bank,BANK ADDRESS:Saudi National Bank Tower. King Abdullah Financial District, King Fahd Road, Al Aqeeq
District Riyadh 13519 in Kingdom of Saudi, ACCOUNT IBAN NO (EURO): SA80 1000 0009 1000 0009 0903, SWIFT CODE: NCBKSAJE,
Director as Asset Manager
undersigned contract #17/ MARCH 2025, the Investor (Party A) will inform Party B by email of such action on a tranche-by-tranche basis.

END OF DOCUMENT

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