MEMORANDUM OF UNDERSTANDING (ou) Number: MOU0022781/JUN30/JUNE/LO1/ 2021 This Loan Agreement to fund - Investment for Financing of Hotel Purchase by THOMAS PAROUBEK is made and entered into on this day, the 30th day of June, 2021 by and between: MR ELLIS WAYNE of and for Al-Elem Investment Group, #Yas Island,PO Box 147773 Abu Dhabi-United Arab Emirates. (hereinafter referred to as The Lender/Creditor) and standing for the Investor - MRS CATHERINE CHANG And: MR. THOMAS PAROUBEK of and for PRIME HOME BUSINESS (hereinafter referred to as The Borrower/Debtor) of # Gahlensche Str. 172, Bochum, Germany. For and in consideration of the mutual covenants contained herein and for valuable services, receipt and sufficiency of which is hereby acknowledged, the parties here agreed to enter into Memorandum of Understanding (MoU) or Investment Working Agreement (IWA). WHERE AS : The Borrower hereby irrevocably certifies, represents and warrants with full corporate authority and responsibility, under penalty of perjury, that he has full responsibility for the amount of the investment fund and with full power to sign and manage the fund. WHERE AS : The Lender hereby irrevocably certifies, represents and warrants, under penalty of perjury, that he is duly authorized as the Lender who has full possession of the funds amounting €4.4,00,000.00(Four Million, Four Hundred Thousand Euro) only and the investment funds did not result or originate from criminal activities. ‘THEREFORE: In consideration of the mutual Agreement, the Borrower and the Lender, both parties hereby agree and accept to form a binding contract on the management of the aforementioned funds as a Loan to the Borrower on the terms, conditions and procedures as follows. ARTICLE ONE. TERMS AND CONDITIONS: a, Lender/Creditor = :A) The purpose of this Agreement is the private consulting in connection with Loan and management of the project fund of the Lender who has the sum of €4.4,00,000.00(Four Million, Four Hundred Thousand Euro) only for investment into Financing of Hotel Purchase in Germany. ‘The Lender with expert advice of the Borrower intends to invest in the said projects in the host country or elsewhere in such interests as Agriculture, Landed property, Hotel and Tourism Sector, IT, Education, Commercial Real Estate, Mining, Hospital, Oil and gas, Transportation, Manufacturing, Commodity Trading, Export and Import, Heavy Equipment/Construction, Banking, Portfolio Investments, Savings/Loans etc, but particularly into investment into Financing of Hotel Purchase in Germany B) That the Borrower shall nominate a Bank Account in any country of his choice where the said investment fund will be transferred for purposes of easy access (of the fund) for the Borrower provided the account is domiciled in a branch of the depositing or originating bank. In a situation where the Originating bank has no branch in the Borrower's country of choice, both parties shall agree on a bank suggested by the Borrower or his proxy, agent or representative. C) The funds shall be kept in the Borrower's nominated bank account who shall be responsible for disbursement of the funds as the need arises provided such needs conform to the Investment requirements of the host country. D)1 - As there is the need for the Lender/his proxy and the Borrower to have a face to face meeting in Dubai, United Arab Emirates for the purposes of actualizing this transaction, all travel expenses shall be borne by both parties and such expenses shall be presented for reimbursements when the investment fund is handed over or transferred to the Borrower. D2 - For the above said expenses for reimbursements and other costs, 4% of the total loan amount €176,000.00 (One Hundred And Seventy Six Thousand Euro) to be known as security and buffer funds shall be added to the loan amount requested. The total sum after adding the 4% of the loan amount to the initial total loan amount requested shall form the New Loan amount/Investment capital (ie of €4.4,00,000.00(Four Million, Four Hundred Thousand Euro) plus security/buffer fund ie 4% of the Investment Fund(€176,000.00) = New Loan amount/Investment Capital). Hence New Loan Amount is €4,576,000.00 (Four Million, Five Hundred And Seventy Six Thousand Euro Only) and interests shall be based on €4.400,000.00 (Four Million, Four Hundred Thousand Euro) only. D3 - Ina situation where it is considered unnecessary to travel for face to face meeting as a result of deep trust and familiarity of both parties, the investment funds/Loan could be handed to the Borrower through bank to bank via wire transfer of the funds to the desired or nominated bank account of the Borrower. D4 - This Investment loan amount shall attract a simple interest of 1.5% per year and not a compound interest rate. 7; 4 Lender/Creditos oo & a Borrower/Debto1 tD5-The Borrower shall draw the loan repayment chart as he knows the business terrain in the host country more than the Lender and such loan repayment chart shall be subject to approval by the Lender after which it shall be attached to the MOU, E1) A business year in this agreement shall start from June of 2021 to December of the next or succeeding year. E2) A yearly comprehensive auditing of the finances in the investments shall be done by the Borrower in January of every year for the previous business year to determine ‘profits or losses before tax’ and ‘profits or losses after tax’ of the year under review. F) There shall be a yearly meeting of the Lender and the Borrower and or their proxies every January of every year to assess the performance of the Loan and the projects in the previous year. G) The Loan shall run for a moratorium period of 24 (Twenty Four) months with investment period of 15 years. H) Loan repay shall start after 24 months of getting the Loan/running the business to give room for growth and stability of the investments. Interests will take retrospective effects on those 6 months of loan repayment holidays. 1) (@) - For the preliminary stages of this project a steering committee shall be set up to monitor the disbursements and movement of the funds accordingly. The committee oversees that the 4% of the Investment Fund €176,000.00 (One Hundred And Seventy Six Thousand Euro) shall be used to settle expenses related to this contract (i) All expenses incurred by the Lender/Borrower. Service charge or commission of agents. (iii) Expenses incurred by Lender, his proxies/assigns. {iv) All expenses of the Borrower and (v) His proxies/assigns These expenses (i - v above) shall all be reimbursed from the 4% of the funds immediately the Investment Fund is transferred to the nominated or Escrow Bank account of the Borrower who in turn must have confirmed receipt of such investment funds in her nominated or Escrow Bank account. The reimbursements shall be incorporated into the developmental costs of the projects. Expenses (i - v above), which in total will exceed 4%, will not be reimbursed. All expenses will be reimbursed based on the bill or invoice. 1 (b) - The Steering Committee shall comprise of 4 members - the Lender or his proxy, the Borrower or his proxy, the financial consultant/agent of the Lender and the financial consultant/agent of the Borrower. The proxies may be financial officers or attorneys. M) Any loss incurred by the Borrower in the course of running the investment as a result of his incompetence, carelessness or inefficiency shall be borne by the Borrower provided such acts are proven to be true. Leabercrcae ®@ Borrower/Debtor: | JN) The Lender's assigned Interest shall be deducted in the month of January for every previous business year. The Borrower shall pay the accrued interest in the month of January of the New Year for every previous year till the end of the contract. 0) The Borrower shall transfer the Interest amount to any bank account (or hand it over to any person/proxy) as authorized by The Lender. P) A written Instruction or Authorization Letter shall be provided by the Lender at the beginning of each year to avail the loan repayment and proof of such payment should be maintained by both parties as evidence at all times. Q) The Loan/ investment fund provided is strictly for investment purposes and this does not entitle the Lender any right in the Borrower's personal properties nor any management rights in any of the Borrower's Companies or activities, hence the Lender is not allowed to interfere with estates/properties of the Borrower at any time or claim any right to do so if such properties are not placed as collaterals for the loan in question. R) The fund shall be denominated in EURO and shall be actively invested in the Borrower's name or name of his company who has the right to invest it with a third or more parties provided the Lender is notified of such investments and his approval given. S) The Lender has agreed to sign the prospectus and contract with the Borrower and to comply with all regulations both local and International as they operate in Germany T) The Borrower may, if it has given the Lender not less than 22 nor more than 29 working days’ prior notice, prepay the whole or any part of a Loan without any fine and/or penalty. In the case of partial repayment, the reduction of the repayment period of the Loan or reduction of monthly/ yearly payment will be afterwards agreed with Lander. U) Project and contract language is English. ARTICLE TWO. REIMBURSEMENTS: The Borrower, his proxies or assigns shall be reimbursed of any expenses incurred in the execution of this Agreement. He will be reimbursed immediately after the investment fund is transferred into the nominated account of the Borrower as in ARTICLE ONE (D) above. ARTICLE THREE. RIGHTS GRANTED: The Lender guarantees with full responsibility that the origin of the Investment Fund is not from illegal or criminal activities, such as robbery, sale of illegal arms, narcotics or terrorism etc. The Borrower guarantees the Lender to give his best in management efforts and know-how in managing the Loan amount under the "Prudent Man Rule” and accept to all legal investment procedures in the host Country. ARTICLE FOUR. COMMUNICATION NOTICE: tenderers a @ Borrower/Debtor:_| JAll notices, designations, consents, rejections, acceptances and advice or any other communication given, shall be sent via e-mail ids and phone numbers of the parties or delivery by hand notices, documents or letters. ARTICLE FIVE. GENERAL PROVISIONS: a) This Agreement represents the entire agreement between the two/three Parties hereto; either written or verbal and any prior agreement shall not be part of the Agreement. All advice and representation here are settled in this agreement. This agreement cannot be altered or changed in one of its provisions, except in writing executed by both parties. In the events of any section of this Agreement being voided, it is unenforceable under competent authority or provisions of law, in arbitration or in court, thus the remaining articles of the Agreement shall survive and be enforceable. b) The Lender and the Borrower shall be equally bound and obligated to perform all terms and conditions of this Agreement. Both Parties warrant that to the best of their knowledge that the representations made in this Agreement are true and valid. ©) This Agreement is signed in two counter-parts, both of which shall have the same binding effect as the original. ARTICLE SIX. GOVERNING LAW: This Investment Working Agreement and any controversy or claim arising from the compliance or violation of the same will be construed and interpreted in accordance with the laws of Germany and each party hereby agrees to prioritize non court settlement by using arbitrage under Laws of Germany before submitting to the jurisdiction of the said court. ARTICLE SEVEN. FORCE MAJEURE: Should any of the Force Majeure circumstances, including but not limited to natural calamity, fire, floods, war, insurrection, hostility, civil commotion, embargoes, strikes, lock-outs or blockades, preventing the Lender/Borrower from wholly or partially carrying out their contractual obligation, in which case neither party shall be held responsible for breach of contract caused by Force Majeure, until such causes cease. ARTICLE EIGHT. PROTECTION AND CONFIDENTIALITY: It is the duty and responsibility of the Borrower to protect and handle in the most confidential manner all information relating to persons and the investment, surrounding and connected with the transaction under his management. ARTICLE NINE. LIABILITY FOR BREACH OF CONTRACT: The breaching party shall unconditionally compensate the observant party for the economic loss, and the amount of economic loss shall be determined by the observant party, and the breaching party is willing to give up the right of defense and appeal This agreement will come into effect immediately after being signed and sealed/notarized by the investor and the investee. If this agreement is signed by email, thas the same legal binding force ance Borrower /DebtorWITNESS WHEREOF: The Parties to this Agreement set their signatures and duly executed the foregoing instrument or caused the same to be executed on the date hereunder written. IN WITNESS WHEREOF: The Parties to this Agreement set their signatures and duly executed the foregoing instrument or caused the same to be executed on the date hereunder written. On this day, the 30th day of June, 2021 Agreed and Accepted by FIRST PARTY SECOND PARTY (THE LENDER) (BORROWER) Q os 3 SIGNED: AS ~ SIGNED: __ MR ELLIS WAYNE MR. THOMAS PAROUBEK (£. AL-ELEM INVESTMENT GROUP) (PRIME HOME BUSINESS) a So Name: MR ZEIDI ARKASU Name: Dr. Zaher Abid (Witness 1) (Witness 11) BARR. EDWARD YOUNG (Notary Public) Borrower /Debtor